Nisselson v. Lernout

MEMORANDUM AND ORDER

SARIS, District Judge.

I. INTRODUCTION

This case arises out of the stock-for-stock merger of Dictaphone Corporation (“Old Dictaphone”) into a subsidiary of Lernout & Hauspie, N.V. (“L & H”). The entity that emerged from the merger (“New Dictaphone”) had a short life. Within months of its creation, the public disclosure of an accounting fraud scheme at L & H prompted intense public scrutiny and criminal investigations, rendered L & H’s stock worthless, and ultimately led New Dictaphone, the post-merger entity, to file for bankruptcy in November 2000.

In this case, Plaintiff…