Germano v. Aimmune Therapeutics, Inc. et al

Filing 96

ORDER DENYING DEFENDANTS' RULE 12(c) MOTION FOR JUDGMENT ON THE PLEADINGS. Signed by Judge Maxine M. Chesney on November 18, 2022. (mmclc3, COURT STAFF) (Filed on 11/18/2022)

1
2
3
4

IN THE UNITED STATES DISTRICT COURT

5

FOR THE NORTHERN DISTRICT OF CALIFORNIA

6
7
8
9
10

IN RE AIMMUNE THERAPEUTICS,
INC. SECURITIES LITIGATION

Case No. 20-cv-06733-MMC
ORDER DENYING DEFENDANTS’
RULE 12(c) MOTION FOR JUDGMENT
ON THE PLEADINGS
Re: Dkt. No. 85

United States District Court
Northern District of California

11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

Before the Court is the “Rule 12(c) Motion for Judgment on the Pleadings,” filed
August 31, 2022, by defendants Aimmune Therapeutics, Inc. and Jayson D.A. Dallas.
Plaintiffs Bruce Svitak, Barbara Carol Svitak, and Cecilia Pemberton have filed
opposition, to which the defendants have replied. The matter came on regularly for
hearing on November 18, 2022. Gregory Garre and Matthew Rawlinson of Latham &
Watkins LLP appeared on behalf of the defendants. Juan E. Monteverde and Miles
Dylan Schreiner of Monteverde & Associates, and Michael J. Palestina of Kahn Swick &
Foti, LLC, appeared on behalf of the plaintiffs. Having considered the parties’ respective
written submissions, as well as the arguments of counsel at the hearing, the Court, for
the reasons stated on the record in detail, rules as follows.
The plaintiffs have a private right of action for a claim brought under the first
clause of § 14(e) of the Securities Exchange Act of 1934, 15 U.S.C § 78n(e), based on a
fraudulently made statement or omission. See Plaine v. McCabe, 797 F.2d 713, 716,
718 (9th Cir. 1986) (holding shareholder alleging “fraudulent activity in connection with a
tender offer” based on defendants’ “omitting and misstating certain material information”
has standing to “bring suit for violation of section 14(e)”); see also Varjabedian v. Emulex

1

Corp., 888 F.3d 399, 409 (9th Cir. 2018) (stating “[i]t is undisputed that Section 14(e)

2

provides for a private right of action to challenge alleged misrepresentations or omissions

3

in connection with a tender offer”).1

4

Accordingly, the motion is hereby DENIED.

5
6
7

IT IS SO ORDERED.

8
9

Dated: November 18, 2022
MAXINE M. CHESNEY
United States District Judge

10

United States District Court
Northern District of California

11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

1

The plaintiffs having disclaimed any cause of action based on a negligently made
statement or omission, the Court makes no finding as to whether a private right of action
exists for a claim brought under the first clause of § 14(e) based on negligence.
2