David Hall, Founder of Velodyne Lidar, Files Lawsuit Against Executives Over Misrepresentations Regarding 2020 SPAC Merger

Rhea-AI Summary

David and Marta Hall have filed a lawsuit against various directors and legal counsel of Velodyne Lidar (NASDAQ: VLDR), including Michael Dee and Anand Gopalan, asserting they misled stockholders regarding the 2020 SPAC merger with Graf Industrial Corp. The lawsuit claims these individuals conspired to manipulate corporate control, leading to an approximate 80% decline in stockholder value. The Hall's allegations include breach of fiduciary duties and intentional misrepresentation, which they argue deprived stockholders of their rights and resulted in significant financial losses.

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• Allegations of conspiracy to defraud stockholders, leading to a loss of nearly 80% in stockholder value post-merger.
• Misleading statements regarding future financial performance and involvement of key executives.
• Post-merger corporate governance changes that severely limit stockholder rights.

Demonstrates How Company Directors – Including Michael Dee, Anand Gopalan and James Graf – and Legal Counsel Misled Velodyne Lidar Stockholders Regarding the Business Combination with Graf Industrial Corp.

Asserts Defendants Breached Fiduciary Duties by Severely Limiting Stockholders' Rights Following the Reverse Merger

Believes Evidence Shows Defendants Schemed to Seize Corporate Control of Velodyne Lidar Via the SPAC Merger, Resulting in a Nearly 80% Loss of Stockholder Value

SAN JOSE, Calif.--(BUSINESS WIRE)-- David and Marta Hall, former executive officers and controlling stockholders of Velodyne Lidar, Inc. (NASDAQ:VLDR) ("Velodyne Lidar" or the “Company"), today announced that they have filed a lawsuit in the United States Superior Court of California against certain individuals for their roles in misleading stockholders of the original Velodyne Lidar (“Original Velodyne”) regarding its 2020 SPAC merger with Graf Industrial Corp. ("GIC").

Defendants named in the lawsuit include: Jeffrey Vetter (principal outside legal counsel for Original Velodyne), Keith Able (former director of GIC), Michael Dee (former director, president and Chief Financial Officer of GIC and current Chairman of the Company’s Board of Directors), Anand Gopalan (former Chief Executive Officer of Original Velodyne and the Company), James Graf (former director of the Company), Andrew Hamer (Chief Financial Officer of Original Velodyne and the Company), Julie Levenson (former director of GIC), Sabrina McKee (former director of GIC), Kevin Starke (former director of GIC), Michael Vella (former general counsel for Original Velodyne and the Company) and certain unnamed individuals (collectively, the "Defendants").

The suit – a copy of which can be accessed here – accuses the Defendants of conspiracy to defraud, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, intentional misrepresentation, negligent misrepresentation and securities fraud.

In the suit, the Halls assert that the Defendants each, and collectively, carried out a number of unlawful activities, including:

• Messrs. Graf and Dee continually misled stockholders, investors and potential investors about Original Velodyne’s forecasted financial performance prior to the 2020 SPAC merger with GIC. In communications to investors, Messrs. Graf and Dee published false and misleading statements, including overstating revenue projections for 2021 and beyond, and purporting that Ford Motor Company would continue to hold a large equity stake in the Company without consulting or notifying the Halls about such statements.

• Messrs. Graf and Dee also purposefully misrepresented Mr. Hall's future involvement in the Company to Original Velodyne stockholders, including the Halls. Messrs. Graf and Dee continually highlighted the importance of Mr. Hall's continued role as executive chairman in public communications yet conspired to eliminate his influence over the Company's operations and push him out of management almost immediately following the merger. Under the current leadership team, Velodyne Lidar has failed to develop LIDAR technology, lost substantial market share, bled significant cash and lacked a credible strategy.

• Messrs. Graf, Dee, Gopalan and Hamer misled stockholders about Mr. Hall's departure from the Company. In February 2021, the Company disclosed that Mr. Hall had been terminated from his position of chairman and that Ms. Hall had been terminated as an employee of the Company following a previously undisclosed investigation. Messrs. Graf, Dee, Gopalan and Hamer previously failed to disclose the investigation when they pre-announced the Company's preliminary fourth quarter and full year 2020 financial results on January 7, 2021, and instead falsely represented that there was "no change in [the Company's] fundamental outlook for the future,” despite virtually all of the Company’s previous U.S. Securities and Exchange Commission filings having informed and warned investors that the loss of Mr. Hall would adversely affect Velodyne Lidar’s business. As predicted, stockholders have lost 80% of value since the Company ousted Mr. Hall as chairman.¹

• Prior to the merger, Jeffrey Vetter, Original Velodyne’s principal outside legal counsel, breached his legal and fiduciary duties by neglecting to act in the best interests of his client and its stockholders. Instead, Mr. Vetter structured post-merger corporate documents to hand over control of the post-merger entity to the GIC-appointed directors – which included Messrs. Graf and Dee – and deprive Original Velodyne stockholders, including the Halls, of their rights. Notably, the Company's post-merger corporate documents limit stockholders' ability to nominate directors or introduce business at a stockholder meeting, eliminate stockholders' right to act by written consent and provide for a classified board of directors, among other items.

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¹ Velodyne Lidar total stockholder returns from February 19, 2021 (the date Mr. Hall was terminated from his chairman position) to market close on Friday, January 14, 2022.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220121005225/en/

Longacre Square Partners

Charlotte Kiaie / Bela Kirpalani, 646-386-0091

ckiaie@longacresquare.com / bkirpalani@longacresquare.com

Source: Longacre Square Partners on behalf of David Hall

FAQ

What is the lawsuit filed by David and Marta Hall against Velodyne Lidar about?

The lawsuit asserts that certain directors misled stockholders about the SPAC merger with Graf Industrial Corp and breached their fiduciary duties.

How has Velodyne Lidar's stock value been affected since the merger?

Since the termination of David Hall as chairman in February 2021, Velodyne Lidar's stockholders have reportedly lost nearly 80% of their value.

Who are the defendants in the lawsuit against Velodyne Lidar?

Defendants include Michael Dee, Anand Gopalan, and other directors and legal counsel associated with Velodyne Lidar.

What specific allegations are made against the directors of Velodyne Lidar?

The lawsuit claims they engaged in intentional misrepresentation and schemed to limit stockholder rights following the merger.

What impact could this lawsuit have on Velodyne Lidar's future?

The lawsuit could lead to further scrutiny of the company's governance and financial practices, potentially affecting investor confidence.