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Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company has certain irrevocable letters of credit used to satisfy real estate lease agreements for three of our offices in lieu of security deposits in the amount of $1.8 million outstanding as of September 30, 2021 and December 31, 2020. Claims and Litigation The Company is a defendant in various lawsuits and other pending and threatened litigation and other adversarial matters which have arisen in the ordinary course of business as well as regulatory investigations. While the ultimate outcome with respect to such proceedings cannot be predicted with certainty, the Company does not believe they will result, individually or in the aggregate, in a material adverse effect upon our financial condition or results of operations, or cash flows. In the putative securities class action complaint captioned In re MultiPlan Corporation Securities Litigation (formerly Kong v. MultiPlan Corporation et al.), No. 2:21-cv-3186-RPK-RER (E.D.N.Y.) filed in the United States District Court for the Eastern District of New York (the “District Court”), plaintiffs asserted claims against the Company, the Company’s Chief Executive and Chief Financial Officer, and other individuals and entities involved in the Transactions, including certain members of the Company’s board of directors, for purported violations of the Securities Exchange Act of 1934 and related rules based on alleged material misrepresentations and omissions concerning the Transactions and in our public disclosures. The suit was originally filed with the District Court on June 4, 2021 and on June 21, 2021 the District Court appointed a lead plaintiff. On July 23, 2021, the District Court directed the lead plaintiff's counsel to file an amended complaint by August 31, 2021 and entered a briefing schedule on the defendants’ anticipated motions to dismiss the amended complaint. On August 26, 2021, the District Court extended the time for the lead plaintiff's counsel to file the Amended Complaint until September 14, 2021. On September 14, 2021, rather than filing an amended complaint, the lead plaintiff's counsel cited the results of its own investigation and moved to voluntarily dismiss all claims in the action without prejudice. The District Court granted the motion and entered the dismissal order the next day. On March 25, 2021 and April 9, 2021, we were named as a defendant in two putative class action lawsuits relating to the Transactions that have since been consolidated under the caption In Re MultiPlan Corp. Stockholders Litigation, Consolidated C.A. No. 2021-0300-LWW (Del.Ch) (“Delaware Stockholder Litigation”). The Delaware Stockholder Litigation asserts breach of fiduciary duty claims and aiding and abetting breach of fiduciary duty claims against the former directors of the Churchill board, the Sponsor, KG and M. Klein (collectively, the “Churchill Defendants”) and the Company. The Delaware Stockholder Litigation complaint alleges that the Transactions were a product of an unfair process by Churchill, which was allegedly impacted by conflicts of interest, resulting in mispricing of the Transactions. The complaint seeks, among other things, damages, certain equitable relief including the reopening of redemptions, and attorneys’ fees and costs. The Company and the Churchill Defendants filed motions to dismiss the complaint and on August 9, 2021, the plaintiffs filed a consolidated brief opposing those motions. On September 10, 2021, the Company and the Churchill Defendants filed their reply briefs. The Vice Chancellor for the Delaware Court of Chancery (“Chancery Judge”) entertained oral argument on the Company’s and the Churchill Defendants’ respective motions to dismiss on September 20, 2021 and took the Defendants’ motions to dismiss under advisement. We expect the Chancery Judge to rule on the motions before year-end. We accrue for costs associated with certain contingencies, including, but not limited to, settlement of legal proceedings, regulatory compliance matters and self-insurance exposures when such costs are probable and reasonably estimable. Such accruals are included in other accrued expenses on the accompanying unaudited condensed consolidated balance sheets. In addition, we accrue for legal fees incurred in defense of asserted litigation and regulatory matters as such legal fees are incurred. To the extent it is probable under our existing insurance coverage that we are able to recover losses and legal fees related to contingencies, we record such recoveries concurrently with the accrual of the related loss or legal fees. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. In our determination of the probability and ability to estimate contingent liabilities and related insurance recoveries we consider the following: litigation exposure based on currently available information, consultations with external legal counsel, adequacy and applicability of existing insurance coverage and other pertinent facts and circumstances regarding the contingency. Liabilities established to provide for contingencies are adjusted as further information develops, circumstances change, or contingencies are resolved; and such changes are recorded in the accompanying unaudited condensed consolidated statements of income (loss) and comprehensive income (loss) during the period of the change and appropriately reflected in other accrued liabilities on the accompanying unaudited condensed consolidated balance sheets.

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