Moradpour v. Velodyne Lidar, Inc.
- Susan Illston
- 3:21-cv-01486
- U.S. District Court · Northern District of California
- 5
In Moradpour v. Velodyne Lidar, Judge Illston granted in part and denied in part defendants’ request to consider documents in a securities-law dismissal motion.
The plaintiffs and defendants in the securities class action, because the ruling determines which materials the court may consider when evaluating the pending motion to dismiss.
What happened
Moradpour v. Velodyne Lidar, Inc. concerns defendants’ request to have the court consider 26 documents while reviewing plaintiffs’ amended class-action complaint alleging violations of federal securities laws.
Judge Illston applied rules governing judicial notice, documents incorporated into a complaint, and certain statements considered under the federal securities-law safe harbor for forward-looking statements. She accepted or incorporated most of the documents in some manner, but declined to consider Exhibits M and Z.
The court granted in part and denied in part defendants’ request for judicial notice. Judge Illston did not decide the pending motion to dismiss in this order.
The detailed version
- Moradpour v. Velodyne Lidar, Inc. · No. 3:21-cv-01486
- Susan Illston
- July 1, 2022
Background
Defendants asked the court to consider 26 documents in connection with their pending motion to dismiss plaintiffs’ Consolidated Amended Class Action Complaint for alleged violations of federal securities laws.
Legal standards
Under Rule 12(b)(6), courts generally do not consider material outside the complaint when deciding whether a complaint sufficiently states a claim. The Private Securities Litigation Reform Act allows a court to consider documents incorporated into the complaint by reference and matters subject to judicial notice. Judicial notice permits a court to accept an adjudicative fact when it is not reasonably disputable, including facts that are generally known or can be accurately determined from reliable sources.
The incorporation-by-reference doctrine treats certain documents as part of the complaint. The court explained that this doctrine can prevent a plaintiff from selectively quoting only favorable portions of a document. The court also noted that the securities statute’s safe harbor for forward-looking statements permits consideration of statements cited in the complaint and accompanying cautionary statements that are not materially disputed.
Ruling
The court granted in part and denied in part defendants’ request. It ruled as follows:
- Exhibit A was judicially noticed. - Exhibit B was incorporated by reference. - Exhibit C was judicially noticed. - The provided text does not show a separate disposition for Exhibit D. - Exhibits E and P, and Exhibits S through W, were noticed under the securities statute’s safe-harbor provision. - Exhibits F through K, N, and O were incorporated by reference and noticed under that provision. - Exhibit L was judicially noticed. - Exhibits Q and R were incorporated by reference. - Exhibit X was judicially noticed. - Exhibit Y was incorporated by reference. - The court declined to notice or incorporate Exhibits M and Z.
This order addressed only which documents the court could consider in evaluating the pending motion to dismiss; it did not rule on that motion itself.
Read the full 5-page opinion on CourtListener, the free public archive maintained by the Free Law Project.