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United States District Court for the Southern District of New York
January 15, 2020, Decided; January 15, 2020, Filed
[*525] OPINION AND ORDER
VALERIE CAPRONI, United States District Judge:
This is a putative securities class action against CBS Corporation ("CBS" or "the Company") and several of its officers and employees, including former CEO and Chairman of the Board Leslie Moonves. Plaintiffs bring claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b), 78t(a), and related regulations.
The Amended Complaint alleges that Moonves—the architect of the Company's success—concealed a dark history of sexual misconduct and fostered a hostile workplace culture that posed material business risks to the Company. Am. Compl. (Dkt. 59) ¶¶ 2-3, 5. Defendants allegedly failed to disclose the risk that journalists would uncover and expose Moonves's misconduct and force Moonves out, all the while paying lip service to the Company's purported anti-harassment ethical standards. Id. ¶¶ 4, 6.
The putative class includes purchasers of CBS [**4] stock from September 26, 2016, to December 4, 2018 (the "Class Period") and hinges on two corrective disclosures—Ronan Farrow's initial exposé on Moonves and CBS that was published in the New Yorker on July 27, 2018, and three articles that were published on December 4, 2018, by the New York Times disclosing new details about Moonves's misconduct that the reporters drew from an independent investigation that had been commissioned by CBS and then leaked to the press. Id. ¶¶ 1, 19.
CBS and all individual Defendants except Moonves made a joint motion to dismiss, and Moonves made a separate motion to dismiss. Dkts. 76-77. Both argue that the Amended Complaint fails to state a claim and must be dismissed under Federal Rule of Civil Procedure 12(b)(6). The Court grants in part and denies in part both motions.
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433 F. Supp. 3d 515 *; 2020 U.S. Dist. LEXIS 7787 **; Fed. Sec. L. Rep. (CCH) P100,730; 2020 WL 248729
CONSTRUCTION LABORERS PENSION TRUST FOR SOUTHERN CALIFORNIA, GENE SAMIT and JOHN LANTZ, individually and on behalf of all others similarly situated, Plaintiffs,-against- CBS CORPORATION et al., Defendants.
Prior History: Samit v. CBS Corp., 2018 U.S. Dist. LEXIS 234995 (S.D.N.Y., Nov. 30, 2018)
allegations, disclosures, misleading, scienter, sexual harassment, misconduct, sexual misconduct, investors, quotation, trading, Ethics, workplace, Plaintiffs', accusations, investigate, pled, employees, terminated, disclose, plans, stock, code of conduct, class period, omission, motion to dismiss, strong inference, Defendants', misrepresentation, conclusory, harassment