In Webb v. SolarCity Corp., No. 5:14–CV–01435–BLF, 2018 BL 79348 (9th Cir. Mar. 08, 2018), the Ninth Circuit Court of Appeals affirmed the district court’s dismissal of a securities fraud action brought in a third amended complaint (“TAC”) by James Webb (“Plaintiff”), a member of a class of plaintiffs who purchased shares in SolarCity, against SolarCity Corporation and two of its cofounders, Lyndon Rive and Robert Kelly (collectively “Defendants”). The court held Plaintiff failed to adequately plead the scienter element necessary to state a claim under § 10(b) of the Securities Exchange Act of 1943 (“Act”).
Read MoreIn Pfizer Inc. 2018 BL 030118 (March 1, 2018), Pfizer Inc. ("Pfizer") asked the staff of the Securities and Exchange Commission (“SEC”) to permit the omission of a shareholder proposal submitted by Trinity Health (“Proponents”) requesting Pfizer disclose the risks from rising pressure to contain U.S. prescription drug prices and explain how Pfizer plans to mitigate those risks. The SEC issued the requested no action letter allowing for the exclusion of the proposal under Rule 14a-8(i)(10).
Read MoreIn General Electric Co., 2018 BL 71731 (Mar. 1, 2018), General Electric Company (“GE”) asked the staff of the Securities and Exchange Commission (“SEC”) to permit omission of a proposal submitted by Martin Harangozo (“Shareholder”) requesting that GE’s board of directors provide cumulative voting in the election of directors. In addition, Shareholder submitted images he wished to be displayed in support of his proposal, three unattributed quotes, and the following statement: “The increase in shareholder voice as represented in cumulative voting may serve to better align shareholder performance to CEO performance (see image).” The SEC declined to issue the requested no action letter in its entirety under Rule 14a-8(i)(4) but found grounds to exclude the attached images under Rule 14a-8(i)(3).
Read MoreIn Ford Motor Company., 2018 BL 424 (Jan. 2, 2018), Ford Motor Company (“Ford”) asked the staff of the Securities and Exchange Commission (“SEC”) for permission to exclude a shareholder proposal submitted by Martin Harangozo (“Shareholder”) requesting that Ford issue a report outlining the costs and benefits of feeding its employees, specifically regarding the effects on employee health, productivity, and company profitability. The SEC issued the requested no action letter allowing for the exclusion of the proposal under Rule 14a-8(i)(7).
Read MoreIn Friedman v. Endo International PLC, No. 16-CV-3912 (JMF), 2018 BL 13320 (S.D.N.Y. Jan. 16, 2018), Endo International PLC (“Endo”) and its executive officers, Rajiv De Silva, Suketu Upadhyay, and Paul Campanelli (collectively “Defendants”), moved to dismiss the Third Amended Complaint of Craig Friedman, individually and on behalf of others similarly situated (collectively “Plaintiffs”), alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder. The United States District Court for the Southern District of New York granted Defendants’ motion to dismiss.
Read MoreIn Perez v. Higher One Holdings, Inc., No. 3:14-cv-755 (D. Conn. Sept. 25, 2017), the United States District Court for the District of Connecticut granted in part and denied in part Higher One Holdings, Inc. (“Higher One”) and its current or former officers, Mark Volcheck, Christopher Wolf, Jeffrey Wallace, Miles Lasater, Dean Hatton, and Patrick McFadden’s (collectively “Defendants”) motion to dismiss the Second Amended Class Action Complaint of Brian Perez and Robert E. Lee, individually and on behalf of other similarly situated investors (collectively “Plaintiffs”), alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 thereunder.
Read More