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Court certify its order on the motions to dismiss so that we may seek interlocutory appellate review of the order; the other defendants
also filed motions requesting certification. The matter remains ongoing.
On January 16, 2015, Edward Ogden, a purported stockholder, filed a derivative action in the U.S. District Court for the
Southern District of Texas against us, as a nominal defendant, and certain of our officers and former and current directors. The
plaintiff filed an amended complaint on April 23, 2015. The lawsuit alleges that the individual defendants breached their fiduciary
duties and violated federal securities laws based on alleged misrepresentations and omissions in SEC filings and other public
disclosures, including in relation to compliance with the FCPA in our Angolan operations and regarding the performance of certain
wells offshore Angola. The lawsuit further alleges that certain officers received performance-based compensation in excess of what
they were entitled and that certain officers and directors engaged in unlawful trading. The lawsuit also alleges that the plaintiff was
excused from making a demand upon our board to bring the claims on the basis of futility. The plaintiff asserts claims for breach of
fiduciary duty, unjust enrichment, and corporate waste. The plaintiff seeks damages in an unspecified amount, disgorgement of profits,
appropriate equitable relief, and an award of attorney fees and other costs and expenses. We filed a motion to dismiss the amended
complaint on June 22, 2015 for failure to make demand upon our board and to adequately plead standing. The Court granted our
motion on November 25, 2015, dismissing the case without prejudice but granting the plaintiff leave to amend his complaint. The
plaintiff’s deadline to file an amended complaint was January 8, 2016. The plaintiff did not file an amended complaint by the Court’s
deadline. On February 2, 2016, the Court entered an order dismissing the lawsuit.
We are vigorously defending against the current lawsuits and do not believe they will have a material adverse effect on our
business. However, we cannot predict the occurrence or outcome of these proceedings with certainty, and if we are unsuccessful in
these litigations and any loss exceeds our available insurance, this could have a material adverse effect on our results of operations.
For more information, see “Risk Factors—Risks Related to Our Business—We operate in a litigious environment.”
Item 4.
Mine Safety Disclosures
Not applicable.
