Serion v. Nuance Communications, Inc.
- James Oetken
- 1:21-cv-04701
- U.S. District Court · Southern District of New York
- 4
In Serion v. Nuance Communications, Judge Oetken denied Monteverde’s motion to reconsider the earlier denial of attorney’s fees.
Monteverde & Associates PC, the plaintiff’s counsel, was affected by the denial of its motion to reconsider the earlier denial of attorney’s fees and expenses. The opinion also concerns the earlier conclusion that Nuance’s supplemental disclosures did not provide a substantial benefit to Nuance shareholders.
What happened
In Serion v. Nuance Communications, Inc., Monteverde & Associates PC, the plaintiff’s counsel, asked the court to reconsider its earlier denial of a $250,000 request for attorney’s fees and expenses. The earlier ruling found that Nuance’s additional disclosures did not provide a substantial benefit to its shareholders.
Monteverde argued that the court had overlooked the importance of withheld financial multiples and individual research-analyst price targets. The court said it had already considered those arguments and that Monteverde had not identified a change in controlling law, new evidence, clear error, or manifest injustice.
The court denied the motion for reconsideration and directed the clerk to close the motion. Judge Oetken explained that disagreement with the earlier ruling and repeated arguments were not enough to justify reconsideration.
The detailed version
- Serion v. Nuance Communications, Inc. · No. 1:21-cv-04701
- James Oetken
- Apr. 20, 2022
Background
After the court denied a motion seeking $250,000 in attorney’s fees and expenses, Monteverde & Associates PC, identified as Plaintiff’s counsel, moved for reconsideration under Federal Rule of Civil Procedure 59(e). The earlier decision concluded that supplemental disclosures made by Nuance after Plaintiff filed the complaint did not confer a substantial benefit on Nuance shareholders.
Standard for Reconsideration
The court explained that Rule 59(e) reconsideration is an extraordinary remedy used sparingly. It may be granted only when the moving party shows an intervening change in controlling law, new evidence, clear error, or a need to prevent manifest injustice. The rule is not a vehicle for repeating arguments, presenting new theories, or seeking a second decision on issues the court already resolved.
Withheld Multiples
Monteverde argued that the court had overlooked its contention that previously withheld financial multiples showed that Evercore’s selected-company trading analysis was misleading and undermined the transaction’s purported fairness. Monteverde also argued that Evercore’s exclusion of multiples above 75.0x produced misleadingly low ranges of implied equity values for Nuance.
The court rejected the argument because it had expressly considered the same evidence and contention in its earlier decision. The court had concluded that Nuance’s detailed summary of Evercore’s analysis, together with its statement that the proxy did not provide a complete description of the analysis, meant that disclosure of the withheld multiples did not confer a substantial benefit.
Research-Analyst Price Targets
Monteverde also argued that the court had mischaracterized the disclosure of eight research-analyst price targets. It asserted that the proxy’s summary concealed that seven of the eight targets exceeded the $56.00 merger consideration.
The court said it had expressly considered that fact. It had concluded that the range of target prices fairly summarized Evercore’s work and that disclosure of each individual target did not confer a substantial benefit. The court found that Monteverde was attempting to relitigate issues it had already presented and that disagreement with the court’s analysis was not a proper basis for reconsideration.
Disposition
Judge J. Paul Oetken denied Monteverde’s motion to reconsider the February 7, 2022 Opinion and Order. The clerk was directed to close the motion at Docket Number 20.
Read the full 4-page opinion on CourtListener, the free public archive maintained by the Free Law Project.