Cases & Investigations
National Instruments Corporation Securities Litigation

The National Instruments Corporation securities class action is brought on behalf of a proposed Class of persons who sold National Instruments common stock (NASDAQ: NATI) during the Class Period May 16, 2022 through January 16, 2023.  The Wayne County Employees’ Retirement System is the Court-appointed lead plaintiff in the action. The Amended Complaint alleges that the Defendants violated Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated thereunder by failing to disclose Emerson Electric Company’s offer to purchase National Instruments’ outstanding common stock at a material premium far above the Company’s stock price.
 
On May 16, 2022, Emerson first approached National Instruments with an offer to acquire the Company’s outstanding stock. Emerson initially offered $48 per share, a 43.3% premium to the closing price of National Instrument’s common stock on May 16, 2022 of $33.50 per share. However, National Instruments made no disclosure concerning Emerson’s offer until nearly eight months later, during which time National Instruments purchased millions of its own shares through a stock buyback program at prices far below Emerson’s offer, and also delayed, impeded, and obstructed Emerson’s efforts to acquire National Instruments.
 
During pre-market hours on January 13, 2023, National Instruments disclosed that it had initiated a strategic review of options to maximize shareholder value, including a potential sale of the company.  On this news, the trading price of National Instruments’ common stock surged from its previous day’s closing price of $40.17 per share to as high as $47.95 per share and closed at $46.50 per share on January 13, 2023. During pre-market hours on January 17, 2024, Emerson announced that it had made an all-cash offer to purchase all the outstanding shares of National Instruments for $53 per share. On this news, the trading price of National Instruments common stock surged from its previous day’s closing price of $46.97 per share to as high as $54.69 per share and closed at $52.04 per share on January 17, 2023. Emerson and National Instruments eventually agreed to a merger through which Emerson acquired all the outstanding shares of National Instruments common stock for $60 per share. The merger closed on October 11, 2023.
 
The Amended Complaint, filed on March 29, 2024, alleges that the Defendants violated the federal securities laws in two ways. First, the Amended Complaint alleges that the Defendants violated Section 10(b) and Rule 10b-5(b) by disclosing National Instrument’s stock repurchases in its quarterly Form 10-Q filings and the investor conference calls that accompanied the filing of those quarterly reports without also disclosing that Emerson had offered to purchase the Corporation. Second, the Amended Complaint alleges that National Instruments violated Section 10(b) and Rule 1b-5 by proceeding with the stock repurchase plan without disclosing Emerson’s offers.
 
On September 6, 2024, U.S. District Judge Denise Cote denied in part defendants’ motion to dismiss the case.  Judge Cote denied the motion to dismiss concerning the Amended Complaint’s allegations that National Instruments violated Section 10(b) and Rule 10b-5 by failing to either abstain from trading in National Instruments’ securities (i.e. stop the buyback program) or to disclose Emerson’s offers while repurchasing  National Instruments’ securities. The Court also denied the motion to dismiss the control person claims against Defendants Eric Starkloff and Michael McGrath, who were members of the Board and directly communicated with Emerson regarding the offers.

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