Sheet Metal Workers National Pension Fund v. Bayer Aktiengesellschaft
- Richard Seeborg
- 3:20-cv-04737
- U.S. District Court · Northern District of California
- 2
In Sheet Metal Workers v. Bayer, Judge Seeborg denied Bayer’s request for permission to seek reconsideration because it repeated arguments already considered.
The defendants’ request for permission to seek reconsideration was denied; the plaintiffs’ proposed class action is the underlying case.
What happened
Sheet Metal Workers National Pension Fund v. Bayer Aktiengesellschaft is a proposed class action alleging violations of the Securities Exchange Act of 1934 related to Bayer’s acquisition of Monsanto. The court had previously denied the defendants’ motion to dismiss.
The defendants asked for permission to file a motion asking the court to reconsider that earlier decision. They argued that the complaint did not adequately allege that statements about due diligence were false or that the defendants acted with the required state of mind, and repeated arguments about the plaintiffs’ alleged motive.
The court found that it had already considered those arguments when it denied the motion to dismiss. Judge Richard Seeborg denied the defendants’ motion for permission to file a motion for reconsideration.
The detailed version
- Sheet Metal Workers National Pension Fund v. Bayer Aktiengesellschaft · No. 3:20-cv-04737
- Richard Seeborg
- Nov. 15, 2021
Background
This proposed class action concerns alleged violations of the Securities Exchange Act of 1934 in connection with Bayer’s acquisition of Monsanto. On October 19, 2021, the court denied the defendants’ motion to dismiss, while noting that some theories advanced by the plaintiffs were not viable.
Motion for reconsideration
The defendants sought permission under Civil Local Rule 7-9(b)(3) to file a motion for reconsideration of the earlier interlocutory order. A motion for reconsideration asks the court to revisit an earlier ruling. Under the cited local rule, a party must first obtain permission and must show that the court manifestly failed to consider material facts or dispositive legal arguments that had previously been presented.
The defendants argued that the complaint did not adequately plead falsity as to statements concerning pre-merger due diligence. They also argued that the complaint did not adequately plead scienter, meaning the required state of mind, and that the plaintiffs had not alleged a legally cognizable motive. The opinion states that these arguments repeated arguments made in connection with the motion to dismiss.
Ruling
The court concluded that the defendants’ arguments had been considered when it ruled on the motion to dismiss. It therefore held that the defendants had not satisfied Local Rule 7-9(b)(3) and denied the motion for leave to file a motion for reconsideration. The court emphasized that reconsideration is intended to identify clear instances where arguments were missed, not to repeat the same points more forcefully.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.