In the event of such an assignment to one or more Goldman Sachs Entities, the beneficial ownership thresholds herein applicable to PVF shall be applicable to Goldman Sachs, and otherwise all references to PVF hereunder shall be deemed to be references to the Goldman Sachs Entity or Goldman Sachs Entities to which such assignment was made.
Instead, the Amended Complaint merely refers generally to investigations and information, and states in conclusory fashion what the Goldman Sachs Entities knew or should have known.7 As a result, these allegations also fail to give rise to a strong inference of fraudulent intent.
The Trustee’s claims of interference and de facto directorship rest on two grounds: the Goldman Sachs Entities owned shares of AlphaStar and appointed two of its employees to the Board.
The Amended Complaint fails to allege facts supporting an inference that the Goldman Sachs Entities and AlphaStar had an express or implied agreement that the latter would act as the former’s agent.
The Goldman Sachs Entities eased Cooke out over the next two years to preserve some semblance of normality and continuity, and kept Jones and Quick onboard because they needed executives who knew the underlying businesses and finances.