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May 12, 2021 - The court preliminarily approved the settlement.
February 26, 2021 - A settlement in principle was reached by the parties.
January 12, 2021 - The court granted the defendants' motion to dismiss. The plaintiffs were given leave to amend the complaint.
August 24, 2020 - A motion to dismiss the amended complaint was filed.
June 25, 2020 - An amended complaint was filed.
November 25, 2019 - An investor in shares of Baxter International Inc. (NYSE: BAX) filed a lawsuit in the U.S. District Court for the Northern District of Illinois over alleged violations of Federal Securities Laws by Baxter International Inc. in connection with certain allegedly false and misleading statements made between February 21, 2019 and October 23, 2019.
On February 21, 2019, Baxter International Inc. filed its annual report for the year ended December 31, 2018 with the United States Securities and Exchange Commission ( SEC ). Therein, Baxter International Inc. reported net foreign exchange income of $73 million in 2018, $50 million in 2017, and $28 million in 2016. Baxter International Inc. further reported total net income of $1.624 billion in 2018, $717 million in 2017, and $4.965 billion in 2016, and net income (diluted) per share of $2.97 in 2018, $1.29 in 2017, and $9.01 in 2016.
On April 25, 2019, Baxter International Inc. announced its first quarter 2019 financial and operational results wherein it reported, inter alia, net income of $347 million and net income (diluted) per share of $0.66 for the quarter, which was reiterated in its quarterly report filed with the SEC on a Form 10-Q on May 8, 2019.
On July 25, 2019, Baxter International Inc. announced its second quarter 2019 financial and operational results wherein it reported, inter alia, net income of $343 million and net income (diluted) per share of $0.66 for the quarter, which Baxter reiterated in its quarterly report filed with the SEC on a Form 10-Q on July 30, 2019. In each of the above-referenced financial reports, management represented that Baxter's internal control over financial reporting was effective.
On October 24, 2019, Baxter International Inc.announced that it recently began an investigation into certain intra-Company transactions undertaken for the purpose of generating foreign exchange gains or losses. According to Baxter International Inc. [t]hese transactions used a foreign exchange rate convention historically applied by the Company that was not in accordance with generally accepted accounting principles [( GAAP )] and enabled intra-Company transactions to be undertaken after the related exchange rates were already known. Baxter International Inc. further stated that [t]hese intra-Company transactions resulted in certain misstatements in the Company's previously reported non-operating income related to net foreign exchange gains and acknowledged that, [u]pon completion of the investigation and the Company's evaluation of the materiality of the misstatements, the Company expects to either amend its periodic reports previously filed with the SEC to include restated financial statements that correct those misstatements, or include in reports for future periods restated comparative financial statements that correct those misstatements. Baxter International Inc. further explained that [t]he Audit Committee of the Company's Board of Directors is overseeing this investigation with the assistance of independent, experienced external advisors, that Baxter voluntarily advised the staff of the [SEC] that the internal investigation is underway and intends to provide additional information to the SEC as the investigation progresses, and that [t]he Company does not expect to file its quarterly report on Form 10-Q for the period ended September 30, 2019 on a timely basis.
According to the complaint the plaintiff alleges on behalf of purchasers of Baxter International Inc. (NYSE: BAX) common shares between February 21, 2019 and October 23, 2019, that the defendants violated Federal Securities Laws.
More specifically, the plaintiff claims that between February 21, 2019 and October 23, 2019, the defendants misrepresented and/or failed to disclose that: (1) certain intra-Company transactions, undertaken for the purpose of generating foreign exchange gains and losses, used foreign exchange rate conventions that were not in accordance with GAAP and enabled intra-Company transactions to be undertaken after the related exchange rates were already known; (2) Baxter lacked effective internal control over financial reporting; (3) as a result, Baxter's financial statements were misstated and would likely require correction or amendment; (4) due to Baxter's internal investigation, it would not be able to file its quarterly report for the period ending September 30, 2019, with the SEC on a Form 10-Q in a timely manner; and (5) as a result of the foregoing, defendants'