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Commitments and Contingencies
12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
20. Commitments and Contingencies
COVID-19
Pandemic
In December 2019, a strain of coronavirus causing a disease known as
COVID-19
surfaced in Wuhan, China, resulting in significant disruptions among Chinese manufacturing and other facilities and travel throughout China. In March 2020, the World Health Organization declared the
COVID-19
outbreak a pandemic. Governmental authorities throughout the world have implemented numerous containment measures, including travel bans and restrictions, quarantines,
shelter-in-place
orders, and business restrictions and shutdowns, resulting in rapidly changing market and economic conditions. Although some of these restrictions and other containment measures have since been lifted or scaled back, ongoing surges of
COVID-19
have in some cases resulted in the
re-imposition
of certain restrictions and containment measures, and may continue to lead to other restrictions being
re-implemented
in the foreseeable future in response to efforts to reduce the rapid spread of
COVID-19.
The Company experienced some minor disruption in its Power Solutions business from assembly and test subcontractors located in China in the first quarter of 2020 as a result of the
COVID-19
pandemic. To date, its external Display Solutions business contractors and
sub-contractors
have not been materially impacted by the
COVID-19
pandemic. The Company is, however, unable to accurately predict the full impact that the
COVID-19
pandemic will have on its future results of operations due to numerous uncertainties. The extent to which the
COVID-19
pandemic impacts the Company’s business, results of operations and financial condition will depend on future developments, which, despite progress in vaccination efforts, are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of the
COVID-19
pandemic, such as new strains of the virus, including the Delta and Omicron variants and any future variants that may emerge, which may impact rates of infection and vaccination efforts, developments or perceptions regarding the safety of vaccines and the extent and effectiveness of actions to contain the
COVID-19
pandemic or treat its impact, including vaccination campaigns and lockdown measures, among others. In addition, recurrences or additional waves of
COVID-19
cases could cause other widespread or more severe impacts depending on where infection rates are highest. The Company cannot presently predict the scope and severity of any potential business shutdowns or disruptions, but if the Company or any of its customers and suppliers were to experience prolonged business shutdowns or other disruptions, its ability to conduct its business could be materially and negatively affected, which could have a material adverse impact on its business, results of operations and financial condition.
The Company continues to closely monitor and evaluate the nature and scope of the impact of the
COVID-19
pandemic to its business, consolidated results of operations, and financial condition, and may take
 
further actions altering its business operations and managing its costs and liquidity that the Company deems necessary or appropriate to respond to this ongoing and uncertain global health crisis and the resulting global economic consequences.
Merger-related Complaints
Since April 22, 2021, eleven complaints (each, a “Shareholder Complaint,” and together, the “Shareholder Complaints”) were filed seeking to enjoin the Merger, or, if the Merger is consummated, rescind the Merger or recover damages, as well as an award of each plaintiff’s fees and litigation expenses. The Shareholder Complaints, each filed as an individual action by a purported stockholder of the Company, were captioned as Schulthess v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-03587
(S.D.N.Y.) (the “Schulthess Complaint”), Pittman v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-02306
(E.D.N.Y.) (the “Pittman Complaint”), Flanagan v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-03743
(S.D.N.Y.) (the “Flanagan Complaint”), Castelli v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-03769
(S.D.N.Y.) (the “Castelli Complaint”), Doolittle v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-03801
(S.D.N.Y.) (the “Doolittle Complaint”), Thomas v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-03860
(S.D.N.Y.) (the “Thomas Complaint”), Finger v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-03927
(S.D.N.Y.), Kent v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-00657
(D. Del.) (the “Kent Complaint”), Kennedy v. Magnachip Semiconductor Corporation, et al., Case No.
2:21-cv-02110
(E.D. Pa.) (the “Kennedy Complaint”), Monroy v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-04921
(S.D.N.Y.) (the “Monroy Complaint”), and Jones v. Magnachip Semiconductor Corporation, et al., Case No.
1:21-cv-04966
(S.D.N.Y.). Each Shareholder Complaint alleged either that the preliminary proxy statement filed by the Company with the Securities and Exchange Commission (“SEC”) on April 19, 2021 or the definitive proxy statement filed by the Company with the SEC on May 7, 2021, is false and/or misleading and asserts claims for violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC Rule
14a-9
against the Company and certain current or former members of the Company’s board of directors (the “Board”). The Schulthess Complaint, Castelli Complaint and Monroy Complaint also alleged breaches of fiduciary duties by certain current or former members of the Board. The Schulthess Complaint further alleged that the Company aided and abetted purported breaches of fiduciary duties by certain current or former members of the Board.
On June 8, 2021, the Company voluntarily made supplemental disclosures related to the Merger in response to certain allegations raised in the Shareholder Complaints described above in order to avoid the risk that the Shareholder Complaints may delay or otherwise adversely affect the consummation of the Merger and to minimize the expense of defending such actions. Since June 8, 2021, the plaintiffs who filed the Pittman Complaint, the Doolittle Complaint, the Flanagan Complaint, the Kennedy Complaint, the Kent Complaint, and the Thomas Complaint voluntarily dismissed their respective complaints.
On August 11, 2021, certain of the complaints filed in the U.S. District Court for the Southern District of New York were consolidated and interim
co-lead
plaintiffs’ counsel were appointed.
By January 5, 2022, all Shareholder Complaints were voluntarily
dismissed.