"[T]he proxy statement included standard, albeit, imperfect language, regarding deductibility ... The suit alleged that the representations about the availability of tax deductions were materially false or misleading ... Qualcomm and the IRS entered into an Issue Resolution Agreement ('IRA'), pursuant to which the IRS concurred with Qualcomm that the 2011 LTIP approved by shareholders was compliant with Code Sec. 162(m).... The Court determined that the IRA did not 'formally bind the IRS.' Therefore the IRA did not 'definitively rule out nondeductibility and resultant harm to Qualcomm, particularly where [plaintiff] has pled reasons the IRA may be inaccurate.'"