On Jan. 4, 2019, the Supreme Court granted certiorari in Emulex Corporation, et al., v. Varjabedian, a case teeing up the question of whether scienter is required to state a claim under Section 14(e) of the Securities Exchange Act of 1934, prohibiting misrepresentations and omissions in tender offers. In the underlying case, plaintiffs, a putative class of former Emulex shareholders, brought claims under Section 14(e) against Emulex and related entities, in the District Court for the Central District of California, alleging that Emulex made a material omission in its Recommendation Statement supporting a purchaser's tender offer for the company. According to plaintiffs, Emulex should have disclosed a "Premium Analysis" chart that showed the share price being offered by the purchaser was at a premium that fell below that of comparable transactions.