In Re: Aimmune Therapeutics, Inc. Securities Litigation
- Maxine Chesney
- 3:20-cv-06733
- U.S. District Court · Northern District of California
- 2
In re Aimmune Securities Litigation: Judge Chesney denied defendants’ Rule 12(c) motion, holding plaintiffs may bring a fraud-based claim under Section 14(e).
The ruling allows Bruce Svitak, Barbara Carol Svitak, and Cecilia Pemberton to pursue their fraud-based Section 14(e) claim against Aimmune Therapeutics, Inc. and Jayson D.A. Dallas; it does not resolve the claim’s ultimate merits.
What happened
In re Aimmune Therapeutics, Inc. Securities Litigation concerns a lawsuit by Bruce Svitak, Barbara Carol Svitak, and Cecilia Pemberton against Aimmune Therapeutics, Inc. and Jayson D.A. Dallas. The defendants asked the court to rule in their favor based on the existing pleadings.
The court held that plaintiffs may bring a private lawsuit under the first clause of Section 14(e) of the Securities Exchange Act of 1934 when they allege that defendants fraudulently made a statement or left out important information in connection with a tender offer. Plaintiffs had disclaimed any claim based on negligence, so the court did not decide whether a negligence-based claim is available.
Judge Maxine M. Chesney denied the defendants’ Rule 12(c) motion for judgment on the pleadings. The order did not decide whether plaintiffs ultimately proved their fraud-based claim.
The detailed version
- In Re: Aimmune Therapeutics, Inc. Securities Litigation · No. 3:20-cv-06733
- Maxine Chesney
- Nov. 18, 2022
Background
Defendants Aimmune Therapeutics, Inc. and Jayson D.A. Dallas filed a Rule 12(c) motion for judgment on the pleadings. A Rule 12(c) motion asks the court to resolve a case based on the pleadings already filed. Plaintiffs Bruce Svitak, Barbara Carol Svitak, and Cecilia Pemberton opposed the motion.
Legal issue
The court considered whether plaintiffs had a private right of action—that is, the ability to bring a lawsuit—under the first clause of Section 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(e). The court addressed claims based on a fraudulently made statement or omission in connection with a tender offer.
Ruling
The court held that plaintiffs have a private right of action under that provision when the claim is based on a fraudulent statement or omission. The court relied on Ninth Circuit decisions recognizing such claims.
The court stated that plaintiffs had disclaimed any cause of action based on a negligently made statement or omission. It therefore made no finding about whether Section 14(e) permits a negligence-based claim.
Judge Maxine M. Chesney denied defendants’ Rule 12(c) motion for judgment on the pleadings. The order did not determine the ultimate merits of plaintiffs’ fraud-based claim.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.