throbber
Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 1 of 74
`
`JOHN T. JASNOCH (CA 281605)
`SCOTT+SCOTT ATTORNEYS AT LAW LLP
`600 W. Broadway, Suite 3300
`San Diego, CA 92101
`Telephone: 619/233-4565
`619/233-0508 (fax)
`jjasnoch@scott-scott.com
`Counsel for Plaintiffs and the Class
`[Additional counsel on signature page.]
`
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`
`Case No.
`
`CLASS ACTION COMPLAINT FOR
`VIOLATIONS OF THE SECURITIES
`ACT OF 1933
`
`DAVID MESSINGER, GERALD ASHFORD,
`IRVING S. AND JUDITH BRAUN, ELLIE MARIE
`TORONTO ESA, VARGHESE PALLATHU,
`JOSEPH CIANCI, and JOHNNY RAMEY,
`Individually and on Behalf of All Others Similarly
`Situated,
`
`Plaintiffs,
`
`vs.
`UBER TECHNOLOGIES, INC., DARA
`KHOSROWSHAHI, NELSON CHAI, GLEN
`CEREMONY, RONALD SUGAR, URSULA
`BURNS, GARRETT CAMP, MATT COHLER,
`RYAN GRAVES, ARIANNA HUFFINGTON,
`TRAVIS KALANICK, WAN LING MARTELLO,
`H.E. YASIR AL-RUMAYYAN, JOHN THAIN,
`DAVID TRUJILLO, MORGAN STANLEY & CO.
`LLC, GOLDMAN SACHS & CO. LLC, MERRILL
`LYNCH, PIERCE, FENNER & SMITH
`INCORPORATED, BARCLAYS CAPITAL INC.,
`CITIGROUP GLOBAL MARKETS INC., ALLEN &
`COMPANY LLC, RBC CAPITAL MARKETS,
`LLC, SUNTRUST ROBINSON HUMPHREY, INC.,
`DEUTSCHE BANK SECURITIES INC., HSBC
`SECURITIES (USA) INC., SMBC NIKKO
`SECURITIES AMERICA, INC., MIZUHO
`SECURITIES USA LLC, NEEDHAM &
`COMPANY, LLC, LOOP CAPITAL MARKETS
`LLC, SIEBERT CISNEROS SHANK & CO., L.L.C.,
`ACADEMY SECURITIES, INC., BTIG, LLC,
`CANACCORD GENUITY LLC, CASTLEOAK
`SECURITIES, L.P., COWEN AND COMPANY,
`LLC, EVERCORE GROUP L.L.C., JMP
`SECURITIES LLC, MACQUARIE CAPITAL
`(USA) INC., MISCHLER FINANCIAL GROUP,
`
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 2 of 74
`
`INC., OPPENHEIMER & CO. INC., RAYMOND
`JAMES & ASSOCIATES, INC., WILLIAM BLAIR
`& COMPANY, L.L.C., THE WILLIAMS CAPITAL
`GROUP, L.P., and TPG CAPITAL BD, LLC,
`Defendants.
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 3 of 74
`
`Plaintiffs David Messinger, Gerald Ashford, Irving S. and Judith Braun, Ellie Marie Toronto ESA,
`Varghese Pallathu, Joseph Cianci, and Johnny Ramey (collectively, “Plaintiffs”), individually and on
`behalf of all others similarly situated, by Plaintiffs’ undersigned attorneys, allege the following based upon
`personal knowledge, as to Plaintiffs and Plaintiffs’ own acts, and upon information and belief, as to all
`other matters, based on the investigation conducted by and through their attorneys, which included, among
`other things, a review of U.S. Securities and Exchange Commission (“SEC”) filings, analyst and media
`reports, and consultations and interviews with persons familiar with the business of Defendant Uber
`Technologies, Inc. (“Uber” or the “Company”) and the industry in which it operates. Plaintiffs’
`investigation into the matters alleged herein is continuing and many relevant facts are known only to, or
`are exclusively within the custody and control of, the Defendants (defined below). Plaintiffs believe that
`substantial additional evidentiary support will exist for the allegations set forth herein after a reasonable
`opportunity for formal discovery.
`NATURE AND SUMMARY OF THE ACTION
`On May 13, 2019, Uber conducted one of the most anticipated U.S. initial public offerings
`1.
`(the “IPO”) in recent years, raising over $8 billion (after deducting underwriting discounts and
`commissions and estimated offering expenses) by selling over 180 million shares of the Company’s Class
`A common stock to the public at the IPO offering price of $45.00 per share (the “IPO Price”). In addition
`to generating a staggering amount of capital for the Company, the IPO also represented an extraordinary
`financial windfall for the 29 Underwriter Defendants (defined below), who collected over $106.2 million
`in fees in connection with the IPO (of which roughly $40 million went to Defendant Morgan Stanley &
`Co. LLC (“Morgan Stanley”), roughly $20 million went to Defendant Goldman Sachs & Co. LLC
`(“Goldman Sachs”), and roughly $10 million went to Defendant Merrill Lynch, Pierce, Fenner & Smith
`Incorporated (“Merrill Lynch”)).
`2.
`Unfortunately for investors, however, the IPO Registration Statement and Prospectus
`(collectively, the “Offering Documents”) that Uber and the other Defendants used to conduct the IPO were
`materially false, misleading, and incomplete and omitted to disclose material adverse facts about the
`Company and its business, including that:
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`1
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 4 of 74
`
`The Company was plagued by serious safety problems, which were compounded
`(a)
`by patently defective investigative and safety enforcement policies and practices that were
`shamefully insufficient to adequately prevent, punish, and deter acts of sexual assault and other
`tortious conduct against Uber customers. For example, at the time of the IPO, the Company was
`aware of thousands of reports of sexual assaults committed in just the United States by Uber
`drivers against Uber customers. Accordingly, and contrary to the Offering Documents’ statements
`concerning the Company’s purported commitment to user safety, Uber drivers had engaged in
`widespread criminal and other misconduct against Uber passengers that ranged from non-
`consensual touching to violent assaults and rapes. Moreover, Uber’s process for handling
`complaints and reports of wrongful conduct was patently defective, as it effectively prioritized
`efforts to limit the Company’s liability (and its exposure to negative publicity) over customer
`safety. For example, Uber’s “Special Investigation Unit” (or “SIU”) actively sought to shield Uber
`from legal liability and adverse publicity by (among other things) forbidding Uber investigators
`from forwarding to the police allegations of criminal misconduct by Uber drivers, and by similarly
`forbidding its investigators from advising victims of such criminal conduct to seek legal counsel
`or to report the misconduct to law enforcement authorities. At the same time, Uber routinely
`allowed miscreant Uber drivers to stay on the road (and to keep generating revenue for the
`Company). Such policies and practices helped to mask the true nature and widespread extent of
`Uber’s serious safety problems as of the IPO, but exposed the Company to brutal adverse publicity
`and increased legal liability as investors learned the extent to which Uber’s policies – instead of
`effectively deterring and preventing sexual assaults and other misconduct against its own
`customers – had actually allowed large numbers of dangerous Uber drivers to remain on the road
`and to threaten, harass, and sexually assault even more customers.
`(b)
`The Company was experiencing accelerating losses. Indeed, as of the May 2019
`IPO, Uber was on track to record for the second quarter of 2019 (which closed on June 30, 2019)
`(“2Q2019”) a shocking loss of $5.2 billion, its largest quarterly loss ever. Relatedly, and also
`unbeknownst to investors, the Offering Documents failed to disclose that, as of the IPO, Uber’s
`revenue growth was stagnating or declining, as was Uber’s “Take Rate” (i.e., money retainer per
`
`2
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 5 of 74
`
`trip) due in substantial part to the Company’s pre-IPO decision to significantly increase the amount
`of subsidies given to Uber drivers and customers for using and providing Uber’s ride and meal
`delivery services in order to prevent the Company’s competitors from gaining market share in the
`run-up to the IPO. At the same time, the Offering Documents also failed to disclose that Uber was
`preparing to cut costs in key areas that would significantly undermine Uber’s efforts to grow its
`core ridesharing and meal delivery business; and
`(c)
`The Company was in violation of and indifferent to existing and pending laws,
`rules, and regulations in multiple key markets, including in this state (California, where two of its
`five biggest markets –San Francisco and Los Angeles – are located), thereby exposing Uber to
`serious regulatory risks and costly liabilities that were either misleadingly understated or
`completely omitted from the Offering Documents. For example, the Offering Documents failed
`to adequately warn investors of the likelihood that Uber would have to reclassify its drivers as
`“employees” (rather than independent contractors) or the likely extent of the adverse impact of
`such reclassification on its operations (including, inter alia, the extent of the massive costs
`associated with having to pay past due and future unemployment, disability, and other employee
`benefits). Similarly, the Offering Documents failed to adequately address how Uber’s business
`practices and policies subjected it to decreased revenue growth as a result of adverse regulatory
`actions by other local, state, and overseas jurisdictions that had the power to shut Uber out of
`otherwise lucrative and important markets.
`3.
`In the eight months since Uber’s May 2019 IPO, and as the truth concerning the nature and
`extent of these and related material adverse problems has gradually been revealed, the price of Uber’s
`Class A common stock has plummeted from the IPO Price of $45.00 per share. Indeed, the price of Uber
`shares fell below $34.00 (a decline of roughly 25% from the IPO Price) within just three months of the
`IPO, and it continued to fall in the latter part of 2019.
`4.
`Plaintiffs bring this action under §§11, 12(a)(2), and 15 of the Securities Act of 1933 (the
`“Securities Act”) against: (i) Uber; (ii) each of Uber’s senior officers and directors who signed the
`Registration Statement (the “Individual Defendants,” as further defined below); and (iii) each of the
`investment banks (the “Underwriter Defendants,” as further defined below) that acted as underwriters for
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`3
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 6 of 74
`
`the IPO. The Securities Act protects investors and the capital markets of the United States by preventing
`companies and underwriters from issuing or offering shares to investors by means of materially inaccurate,
`misleading, or incomplete offering documents.
`5.
`As set forth herein, Plaintiffs allege that the Offering Documents contained materially
`untrue or misleading statements and/or omitted material information that was required to be stated therein.
`Defendant Uber, as the issuer of the securities at issue, is strictly liable for each such misstatement and
`material omission. In addition, each Individual and Underwriter Defendant, in their capacities as signers
`of the Registration Statement and/or as statutory sellers, offerors, and/or underwriters of the shares sold
`pursuant to the IPO, is also strictly liable for every misstatement and material omission in the Offering
`Documents (except that each Individual and Underwriter Defendant may try to escape liability by
`establishing a “due diligence” affirmative defense). Plaintiffs expressly disclaim any allegations that
`could be construed as alleging fraud or intentional or reckless misconduct on the part of any Defendant.
`By this action, Plaintiffs, on behalf of themselves and the Class (defined below) they seek to represent,
`seek a recovery for the substantial losses suffered in the wake of Uber’s disastrous IPO.
`JURISDICTION AND VENUE
`The claims asserted herein arise under and pursuant to Section 11, 12(a)(2), and 15 of the
`6.
`Securities Act, 15 U.S.C. §§ 77k, 77l(a)(2), and 77o.
`7.
`This Court has jurisdiction over this action pursuant to Section 22 of the Securities Act, 15
`U.S.C. § 77v, and 28 U.S.C. § 1331.
`8.
`Venue is properly laid in this District pursuant to Section 22 of the Securities Act and 28
`U.S.C. § 1391(b), (c), and (d). Many of the acts and transactions that constitute violations of law
`complained of herein, including the dissemination to the public of untrue statements of material facts,
`occurred in this District.
`9.
`In connection with the acts alleged in this complaint, Defendants, directly or indirectly, used
`the means and instrumentalities of interstate commerce, including, but not limited to, the United States
`mails, interstate telephone communications, and the facilities of national securities exchanges.
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`4
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 7 of 74
`
`PARTIES
`
`Plaintiffs
`A.
`Plaintiff David Messinger (“Messinger”) purchased shares of the Company’s Class A
`10.
`common stock that were issued pursuant and traceable to the Registration Statement and IPO and was
`damaged thereby. Plaintiff Messinger purchased his shares in the IPO from representatives of Defendant
`Morgan Stanley and in response to having been invited to indicate interest in the IPO by those
`representatives at the behest of Uber.
`11.
`Plaintiff Gerald Ashford purchased shares of the Company’s Class A common stock that
`were issued pursuant and traceable to the Registration Statement and the IPO and was damaged thereby.
`12.
`Plaintiffs Irving S. and Judith Braun purchased shares of the Company’s Class A common
`stock that were issued pursuant and traceable to the Registration Statement and the IPO and were damaged
`thereby.
`Plaintiff Ellie Marie Toronto ESA purchased shares of the Company’s Class A common
`13.
`stock that were issued pursuant and traceable to the Registration Statement and the IPO and was damaged
`thereby.
`Plaintiff Varghese Pallathu purchased shares of the Company’s Class A common stock that
`14.
`were issued pursuant and traceable to the Registration Statement and IPO and was damaged thereby.
`15.
`Plaintiff Joseph Cianci purchased shares of the Company’s Class A common stock that
`were issued pursuant and traceable to the Registration Statement and the IPO and was damaged thereby.
`16.
`Plaintiff Johnny Ramey purchased shares of the Company’s Class A common stock that
`were issued pursuant and traceable to the Registration Statement and the IPO and was damaged thereby.
`
`B.
`
`Defendants
`1.
`Defendant Uber
`Defendant Uber purports to be a technology company that is primarily in the business of
`17.
`facilitating access to rides and meals on demand. Uber is based in San Francisco, California, but operates
`globally on six continents and in 700+ cities around the world. Of these markets, as of the IPO, London
`(United Kingdom), Los Angeles, San Francisco, New York City, and São Paulo (Brazil) accounted for
`
`5
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 8 of 74
`
`nearly a quarter of Uber’s total bookings. Uber’s Class A common shares (“Uber shares”) are listed and
`traded on the NYSE under the ticker symbol “UBER.” Uber designated numerous personnel to serve as
`members of the working group for the IPO, including its Chief Executive Officer (“CEO”) (Defendant
`Dara Khosrowshahi) and Chief Financial Officer (“CFO”) (Defendant Nelson Chai), and Chief
`Accounting Officer (“CAO”) (Defendant Glen Ceremony) who reviewed and approved the Offering
`Documents and participated in the preparation and delivery of road show presentations and related scripts
`or talking points. Uber’s representatives at the road show pitched investors in the IPO at meetings, during
`calls, and on webcasts.
`2.
`The Individual Defendants
`At the time of the IPO, Defendant Dara Khosrowshahi (“Khosrowshahi”) was Uber’s CEO
`18.
`and served as a member of Uber’s board of directors (the “Board”). As the most senior Uber executive in
`the IPO working group, Defendant Khosrowshahi reviewed and approved, and participated in making, the
`statements in the Registration Statement, which he signed. He also reviewed, edited, and approved the
`IPO’s road show PowerPoint presentation, road show talking points and script, and participated in making
`the materially inaccurate, misleading, and incomplete statements alleged herein as Uber’s CEO.
`19.
`At the time of the IPO, Defendant Nelson Chai (“Chai”) was serving as Uber’s CFO.
`Defendant Chai reviewed and approved, and participated in making, statements in the Registration
`Statement, which he signed. He also reviewed, edited, and approved the IPO’s road show PowerPoint
`presentation, road show talking points and script, and participated in making the materially inaccurate,
`misleading, and incomplete statements alleged herein as Uber’s CFO.
`20.
`At the time of the IPO, Defendant Glen Ceremony (“Ceremony”) was serving as Uber’s
`CAO. Defendant Ceremony reviewed and approved, and participated in making, statements in the
`Registration Statement, which he signed. He also reviewed, edited, and approved the IPO’s road show
`PowerPoint presentation, road show talking points and script, and participated in making the materially
`inaccurate, misleading, and incomplete statements alleged herein as Uber’s CAO.
`21.
`At the time of the IPO, Defendant Ronald Sugar (“Sugar”) was serving as Chairperson of
`the Uber Board. Defendant Sugar participated in the preparation of and signed, or authorized the signing
`of, the Registration Statement.
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`6
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 9 of 74
`
`At the time of the IPO, Defendant Ursula Burns (“Burns”) was serving as a director on the
`22.
`Uber Board. Defendant Burns participated in the preparation of and signed, or authorized the signing of,
`the Registration Statement.
`23.
`At the time of the IPO, Defendant Garrett Camp (“Camp”), a co-founder of the Company,
`was serving as a director on the Uber Board. Defendant Camp participated in the preparation of and
`signed, or authorized the signing of, the Registration Statement.
`24.
`At the time of the IPO, Defendant Matt Cohler (“Cohler”) was serving as a director on the
`Uber Board. Defendant Cohler participated in the preparation of and signed, or authorized the signing of,
`the Registration Statement.
`25.
`At the time of the IPO, Defendant Ryan Graves (“Graves”) was serving as a director on
`the Uber Board. Defendant Graves participated in the preparation of and signed, or authorized the signing
`of, the Registration Statement.
`26.
`At the time of the IPO, Defendant Arianna Huffington (“Huffington”) was serving as a
`director on the Uber Board. Defendant Huffington participated in the preparation of and signed, or
`authorized the signing of, the Registration Statement.
`27.
`At the time of the IPO, Defendant Travis Kalanick (“Kalanick”), a co-founder of the
`Company and former Uber CEO, was serving as a director on the Uber Board. Defendant Kalanick
`participated in the preparation of and signed, or authorized the signing of, the Registration Statement.
`28.
`At the time of the IPO, Defendant Wan Ling Martello (“Martello”) was serving as a director
`on the Uber Board. Defendant Martello participated in the preparation of and signed, or authorized the
`signing of, the Registration Statement.
`29.
`At the time of the IPO, Defendant H.E. Yasir Al-Rumayyan (“Al-Rumayyan”) was serving
`as a director on the Uber Board. Defendant Al-Rumayyan participated in the preparation of and signed,
`or authorized the signing of, the Registration Statement.
`30.
`At the time of the IPO, Defendant John Thain (“Thain”) was serving as a director on the
`Uber Board. Defendant Thain participated in the preparation of and signed, or authorized the signing of,
`the Registration Statement.
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`7
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 10 of 74
`
`At the time of the IPO, Defendant David Trujillo (“Trujillo”) was serving as a director on
`31.
`the Uber Board. Defendant Trujillo participated in the preparation of and signed, or authorized the signing
`of, the Registration Statement.
`32.
`Defendants Khosrowshahi, Chai, Ceremony, Sugar, Burns, Camp, Cohler, Graves,
`Huffington, Kalanick, Martello, Al-Rumayyan, Thain, and Trujillo are collectively referred to herein as
`the “Individual Defendants.”
`3.
`The Underwriter Defendants
`The Underwriter Defendants were also instrumental in soliciting investors and in making
`33.
`the Uber shares that were offered and sold in the IPO available to the members of the Class. The table
`below lists each of the 29 Underwriter Defendants, together with the number of allotted shares that each
`sold to Class members in the IPO:
`
`Name
`Morgan Stanley & Co. LLC
`Goldman Sachs & Co. LLC
`Merrill Lynch, Pierce, Fenner & Smith Incorporated
`Barclays Capital Inc.
`Citigroup Global Markets Inc.
`Allen & Company LLC
`RBC Capital Markets, LLC
`SunTrust Robinson Humphrey, Inc.
`Deutsche Bank Securities Inc.
`HSBC Securities (USA) Inc.
`SMBC Nikko Securities America, Inc.
`Mizuho Securities USA LLC
`Needham & Company, LLC
`Loop Capital Markets LLC
`Siebert Cisneros Shank & Co., L.L.C.
`Academy Securities, Inc.
`BTIG, LLC
`Canaccord Genuity LLC
`CastleOak Securities, L.P.
`Cowen and Company, LLC
`Evercore Group L.L.C.
`JMP Securities LLC
`Macquarie Capital (USA) Inc.
`Mischler Financial Group, Inc.
`Oppenheimer & Co. Inc.
`Raymond James & Associates, Inc.
`
`Number of Shares
`68,796,612
`35,864,408
`17,813,560
`11,231,104
`11,231,104
`10,296,610
`2,994,961
`2,745,763
`2,745,763
`2,288,136
`1,525,424
`1,525,424
`915,127
`838,983
`838,983
`610,169
`610,169
`610,169
`610,169
`610,169
`665,547
`610,169
`610,169
`610,169
`665,547
`610,169
`
`8
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 11 of 74
`
`Number of Shares
`Name
`610,169
`William Blair & Company, L.L.C.
`610,169
`The Williams Capital Group, L.P.
`305,085
`TPG Capital BD, LLC
`34.
`Defendant Morgan Stanley was an underwriter of the Company’s IPO, serving as a
`financial advisor for and assisting in the preparation and dissemination of the Company’s materially
`inaccurate, misleading, and incomplete Offering Documents. Morgan Stanley acted as a representative of
`all the underwriters. Morgan Stanley also participated in conducting and promoting the roadshow for the
`IPO and paying for the expenses of the Individual Defendants who participated in the roadshow, including
`lodging and travel, among other expenses. Morgan Stanley’s participation in and its solicitation of offers
`in connection with the IPO was motivated by its financial interests. Defendant Morgan Stanley conducts
`business in this District.
`35.
`Defendant Goldman Sachs was an underwriter of the Company’s IPO, serving as a
`financial advisor for and assisting in the preparation and dissemination of the Company’s materially
`inaccurate, misleading, and incomplete Offering Documents. Goldman Sachs acted as a representative of
`all the underwriters. Goldman Sachs also participated in conducting and promoting the roadshow for the
`IPO and paying for the expenses of the Individual Defendants who participated in the roadshow, including
`lodging and travel, among other expenses. Goldman Sachs’s participation in and its solicitation of offers
`in connection with the IPO was motivated by its financial interests. Defendant Goldman Sachs conducts
`business in this District.
`36.
`Defendant Merrill Lynch was an underwriter of the Company’s IPO, serving as a financial
`advisor for and assisting in the preparation and dissemination of the Company’s materially inaccurate,
`misleading, and incomplete Offering Documents. Merrill Lynch also participated in conducting and
`promoting the roadshow for the IPO and paying for the expenses of the Individual Defendants who
`participated in the roadshow, including lodging and travel, among other expenses. Merrill Lynch’s
`participation in and its solicitation of offers in connection with the IPO was motivated by its financial
`interests. Defendant Merrill Lynch conducts business in this District.
`37.
`Defendant Barclays Capital Inc. (“Barclays”) was an underwriter of the Company’s IPO,
`serving as a financial advisor for and assisting in the preparation and dissemination of the Company’s
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`9
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 12 of 74
`
`materially inaccurate, misleading, and incomplete Offering Documents. Barclays also participated in
`conducting and promoting the roadshow for the IPO and paying for the expenses of the Individual
`Defendants who participated in the roadshow, including lodging and travel, among other expenses.
`Barclays’s participation in and its solicitation of offers in connection with the IPO was motivated by its
`financial interests. Defendant Barclays conducts business in this District.
`38.
`Defendant Citigroup Global Markets Inc. (“Citigroup”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. Citigroup also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. Citigroup’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant Citigroup conducts business in this District.
`39.
`Defendant Allen & Company LLC (“Allen & Company”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. Allen &
`Company also participated in conducting and promoting the roadshow for the IPO and paying for the
`expenses of the Individual Defendants who participated in the roadshow, including lodging and travel,
`among other expenses. Allen & Company’s participation in and its solicitation of offers in connection
`with the IPO was motivated by its financial interests. Defendant Allen & Company conducts business in
`this District.
`Defendant RBC Capital Markets, LLC (“RBC Capital”) was an underwriter of the
`40.
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. RBC Capital also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. RBC Capital’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant RBC Capital conducts business in this District.
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`10
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 13 of 74
`
`Defendant SunTrust Robinson Humphrey, Inc. (“SunTrust”) was an underwriter of the
`41.
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. SunTrust also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. SunTrust’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant SunTrust conducts business in this District.
`42.
`Defendant Deutsche Bank Securities Inc. (“Deutsche Bank”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. Deutsche Bank
`also participated in conducting and promoting the roadshow for the IPO and paying for the expenses of
`the Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. Deutsche Bank’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant Deutsche Bank conducts business in this District.
`43.
`Defendant HSBC Securities (USA) Inc. (“HSBC”) was an underwriter of the Company’s
`IPO, serving as a financial advisor for and assisting in the preparation and dissemination of the Company’s
`materially inaccurate, misleading, and incomplete Offering Documents. HSBC also participated in
`conducting and promoting the roadshow for the IPO and paying for the expenses of the Individual
`Defendants who participated in the roadshow, including lodging and travel, among other expenses.
`HSBC’s participation in and its solicitation of offers in connection with the IPO was motivated by its
`financial interests. Defendant HSBC conducts business in this District.
`44.
`Defendant SMBC Nikko Securities America, Inc. (“SMBC”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. SMBC also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. SMBC’s participation in and its solicitation of offers in connection with the IPO was motivated
`by its financial interests. Defendant SMBC conducts business in this District.
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`11
`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE SECURITIES ACT OF 1933
`
`

`

`Case 3:20-cv-08610 Document 1 Filed 12/05/20 Page 14 of 74
`
`Defendant Mizuho Securities USA LLC (“Mizuho”) was an underwriter of the Company’s
`45.
`IPO, serving as a financial advisor for and assisting in the preparation and dissemination of the Company’s
`materially inaccurate, misleading, and incomplete Offering Documents. Mizuho also participated in
`conducting and promoting the roadshow for the IPO and paying for the expenses of the Individual
`Defendants who participated in the roadshow, including lodging and travel, among other expenses.
`Mizuho’s participation in and its solicitation of offers in connection with the IPO was motivated by its
`financial interests. Defendant Mizuho conducts business in this District.
`46.
`Defendant Needham & Company, LLC (“Needham”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of
`the Company’s materially inaccurate, misleading, and incomplete Offering Documents. Needham also
`participated in conducting and promoting the roadshow for the IPO and paying for the expenses of the
`Individual Defendants who participated in the roadshow, including lodging and travel, among other
`expenses. Needham’s participation in and its solicitation of offers in connection with the IPO was
`motivated by its financial interests. Defendant Needham conducts business in this District.
`47.
`Defendant Loop Capital Markets LLC (“Loop Capital”) was an underwriter of the
`Company’s IPO, serving as a financial advisor for and assisting in the preparation and dissemination of

This document is available on Docket Alarm but you must sign up to view it.


Or .

Accessing this document will incur an additional charge of $.

After purchase, you can access this document again without charge.

Accept $ Charge
throbber

Still Working On It

This document is taking longer than usual to download. This can happen if we need to contact the court directly to obtain the document and their servers are running slowly.

Give it another minute or two to complete, and then try the refresh button.

throbber

A few More Minutes ... Still Working

It can take up to 5 minutes for us to download a document if the court servers are running slowly.

Thank you for your continued patience.

This document could not be displayed.

We could not find this document within its docket. Please go back to the docket page and check the link. If that does not work, go back to the docket and refresh it to pull the newest information.

Your account does not support viewing this document.

You need a Paid Account to view this document. Click here to change your account type.

Your account does not support viewing this document.

Set your membership status to view this document.

With a Docket Alarm membership, you'll get a whole lot more, including:

  • Up-to-date information for this case.
  • Email alerts whenever there is an update.
  • Full text search for other cases.
  • Get email alerts whenever a new case matches your search.

Become a Member

One Moment Please

The filing “” is large (MB) and is being downloaded.

Please refresh this page in a few minutes to see if the filing has been downloaded. The filing will also be emailed to you when the download completes.

Your document is on its way!

If you do not receive the document in five minutes, contact support at support@docketalarm.com.

Sealed Document

We are unable to display this document, it may be under a court ordered seal.

If you have proper credentials to access the file, you may proceed directly to the court's system using your government issued username and password.


Access Government Site

We are redirecting you
to a mobile optimized page.





Document Unreadable or Corrupt

Refresh this Document
Go to the Docket

We are unable to display this document.

Refresh this Document
Go to the Docket