Filed August 15, 2012
Here, by contrast, Defendants' deceptive conduct arguably did make it "necessary or inevitable" that the Funds would issue misleading prospectuses. Stoneridge, 552 U.S. at 161. The crux of Plaintiffs' allegations is that Defendants hid their deceptive transfer agent scheme from the Funds' boards.
Filed March 28, 2008
But Stoneridge’s holding cannot be so limited. The key point in Stoneridge is not whether the conduct took place in the “marketplace for goods and services”; the key point is whether the plaintiff relied on the defendant’s own conduct. As the Supreme Court held, applying the label “scheme liability” does not save a claim where the plaintiff “did not in fact rely upon [the defendants’] own deceptive conduct.” 128 S. Ct. at 770. Here, Plaintiffs were not aware of and thus could not have relied on Mayer Brown’s own conduct.
Filed November 19, 2014
Further, even where the presumption is applicable, it is rebuttable. Levitt v. J.P. Morgan Sec., Inc., 710 F.3d 454, 465 (2d Cir. 2013) (stating that “an omission of a material fact by a defendant with a duty to disclose establishes a rebuttable presumption of reliance upon the omission by investors to whom the duty was owed”) (emphasis added); see also Stoneridge, 552 U.S. at 159 (referring to the Affiliate Ute presumption as a “rebuttable” one). A demonstration that the plaintiff’s investment decision was unaffected by the omitted information rebuts the Ute presumption.
Filed July 29, 2015
As explained by the Court, “[t]he decision to extend the cause of action is for Congress, not for us.” Stoneridge, 552 U.S. at 165. Plaintiffs’ claim, therefore, should be dismissed.
Filed May 8, 2015
Affiliated Ute also is inapplicable because Barclays had no duty of disclosure. Stoneridge, 552 U.S. at 159. Relying on a single district court case, plaintiffs argue that manipulators have a duty to disclose their manipulative acts.
Filed October 3, 2013
Not so. See Stoneridge, 552 U.S. at 162 (Section 10(b) “does not reach all commercial transactions that are fraudulent and affect the price of a security in some attenuated way”); SEC v. Zandford, 535 U.S. 813, 820 (2002) (“[Section 10(b)] must not be construed so broadly as to convert every common-law fraud that happens to involve securities into a violation”); Kalnit v. Eichler, 264 F.3d 131, 140 (2d Cir. 2001) (“generalized motives” do not establish scienter). 21 In any event, Plaintiff’s motive theory simply makes no sense, pitting Mr. Goergen (as ViSalus shareholder) against himself (as Blyth shareholder).
Filed May 1, 2012
Thus, the Supreme Court held that in those circumstances, the causal link between respondents’ conduct and plaintiffs’ loss had been broken, and plaintiff investors could not have relied upon respondents' conduct in connection with a purchase or sale of the registrant’s securities. Id., 552 U.S. at 161. In Thomas H. Lee Equity Fund V, L.P. v. Mayer Brown, Rowe & Maw LLP, 612 F. Supp. 2d 267, 271 (S.D.N.Y. 2009) (affirmed by In Pac. Inv.
Filed February 6, 2012
Stoneridge held that liability does not attach to persons who merely participate in a scheme without making any statement, and specifically noted that “Section 10(b) does not incorporate common-law fraud into federal law.” 552 U.S. at 162. The district court in Parmalat recognized that Stoneridge’s holding “would seem to apply also to common law agency principles,” but held that Stoneridge did not make sufficiently “clear” that vicarious liability could not be pleaded under Section 10(b).
Filed August 1, 2011
Nor did Stoneridge hold that the alleged acts were deceptive, instead it based its decision on the reliance element. 552 U.S. at 158. In fact, the Stoneridge Court’s description of its facts makes clear that the fraud only arose from the manner the round-trip transactions were reported, and acknowledged that it was possible to properly enter into and account for such transactions.
Filed August 31, 2010
Case 1:07-cv-11225-RJS Document 152 Filed 08/31/10 Page 34 of 35 Supreme Court did not intend this result. See, e.g., Stoneridge, 552 U.S. at 164 (an expansive private right of action under the securities laws would mean that "[0]verseas firms with no other exposure to our securities laws could be deterred from doing business here," which, in tum, "may raise the cost of being a publicly traded company under our law and shift securities offerings away from domestic capital markets"). CONCLUSION For the foregoing reasons, this Court should dismiss (i) all of Foreign Plaintiffs' claims, and (ii) all of Oregon's claims based on purchases of UBS shares outside the United States, and deny leave to amend.