A shareholder has filed a lawsuit against EMCORE Corporation and several of its directors, alleging significant violations of federal securities laws. Plaintiff Susan Paskowitz filed the complaint on February 13.
The lawsuit revolves around EMCORE's proposed merger with Velocity One Holdings, L.P., which was formalized in an agreement on November 7, 2024. The plaintiff accuses EMCORE and its board of directors of breaching Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 by disseminating misleading information to shareholders in a proxy statement intended to solicit votes for the merger. According to Paskowitz, this proxy statement omitted critical details about financial projections, valuation analyses conducted by Craig-Hallum Capital Group LLC (EMCORE’s financial advisor), potential conflicts of interest involving Craig-Hallum, and other key factors influencing the merger decision.
Paskowitz's complaint highlights several contentious issues. She argues that EMCORE's board acted negligently by accepting a $3.10 per share offer from Velocity One—a price significantly lower than a competing $3.80 per share proposal from Mobix Labs Inc., which was dismissed without proper consideration. Furthermore, she points out irregularities such as the abrupt termination of former CEO Jeff Rittichier during crucial negotiations and questions about the influence exerted by certain board members linked to major shareholder Bradley L. Radoff.
The plaintiff seeks judicial intervention to halt any steps toward finalizing the merger until all material information is disclosed to shareholders. If the merger proceeds without these disclosures, Paskowitz aims to recover damages resulting from what she perceives as deceptive practices violating securities laws.
Representing Susan Paskowitz is attorney Beth A. Keller from Law Offices of Beth A. Keller, P.C., based in Mount Kisco, New York. The case was filed in the United States District Court for the Eastern District of New York under Case ID: 1:25-cv-00820.