Chun's ruling asserted that Redfin's supplemental disclosures to the SEC adequately addressed objections from Morano regarding misleading proxy statements. The disclosures clarified the net operating loss projections linked to the Fairness Opinion and revealed the fees paid to Goldman Sachs, reducing concerns over potential conflicts of interest. Despite Morano expressing satisfaction with the disclosures, he characterized the proxy statement as misleading for not detailing Goldman Sachs' lending commitments to Rocket. However, the judge deemed this information non-material, citing extensive publicly available details about Rocket's financial arrangements and affirming that investors already have enough context to assess conflicts.
Chun's ruling supports Redfin's supplemental disclosures to the SEC, satisfying Morano's objections about misleading proxy statements regarding the fairness opinion from Goldman Sachs.
The Court finds the size of Goldman Sachs's lending commitment to Rocket is not a material omission due to the total available information for investors.
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