Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 1 of 20 PageID #: 1
`
`UNITED STATES DISTRICT COURT
`EASTERN DISTRICT OF NEW YORK
`
`
`ENRIQUE JEVONS, Individually and
`On Behalf of All Others Similarly
`Situated,
`
`
`Plaintiff,
`
`
`BOSTON SCIENTIFIC CORPORATION,
`MICHAEL F. MAHONEY, and DANIEL J.
`BRENNAN,
`
`
`v.
`
`Defendants.
`
`
`
`
`
`
`
`
`
`
`
`
`Case No.
`
`
`CLASS ACTION COMPLAINT
`
`
`JURY TRIAL DEMANDED
`
`Plaintiff Enrique Jevons (“Plaintiff”), individually and on behalf of all others similarly
`
`situated, by Plaintiff’s undersigned attorneys, for Plaintiff’s complaint against Defendants, alleges
`
`the following based upon personal knowledge as to Plaintiff and Plaintiff’s own acts, and
`
`information and belief as to all other matters, based upon, inter alia, the investigation conducted
`
`by and through Plaintiff’s attorneys, which included, among other things, a review of the
`
`Defendants’ public documents, conference calls and announcements made by Defendants, United
`
`States (“U.S.”) Securities and Exchange Commission (“SEC”) filings, wire and press releases
`
`published by and regarding Boston Scientific Corporation (“Boston Scientific” or the
`
`“Company”), analysts’ reports and advisories about the Company, and information readily
`
`obtainable on the Internet. Plaintiff believes that substantial additional evidentiary support will
`
`exist for the allegations set forth herein after a reasonable opportunity for discovery.
`
`NATURE OF THE ACTION
`
`1.
`
`This is a federal securities class action on behalf of a class consisting of all persons
`
`and entities other than Defendants that purchased or otherwise acquired Boston Scientific
`
`
`
`1
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 2 of 20 PageID #: 2
`
`
`
`securities between April 24, 2019 and November 16, 2020, both dates inclusive (the “Class
`
`Period”), seeking to recover damages caused by Defendants’ violations of the federal securities
`
`laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of
`
`1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, against the Company and
`
`certain of its top officials.
`
`2.
`
`Boston Scientific develops, manufactures, and markets medical devices for use in
`
`various interventional medical specialties worldwide. The Company’s products include, among
`
`others, the LOTUS Edge Aortic Valve System, which is a Transcatheter Aortic Valve Replacement
`
`(“TAVR”) product. Boston Scientific announced the U.S. Food and Drug Administration’s
`
`(“FDA”) approval for the LOTUS Edge Aortic Valve System in April 2019.
`
`3.
`
`Throughout the Class Period, Defendants made materially false and misleading
`
`statements regarding the Company’s business, operational, and compliance policies. Specifically,
`
`Defendants made false and/or misleading statements and/or failed to disclose that: (i) the LOTUS
`
`Edge Aortic Valve System’s product delivery system was dysfunctional and threatened the
`
`continued viability of the entire product line; (ii) as a result, the Company had materially overstated
`
`the continued commercial viability and profitability of the LOTUS Edge Aortic Valve System;
`
`and (iii) as a result, the Company’s public statements were materially false and misleading at all
`
`relevant times.
`
`4.
`
`On November 17, 2020, Boston Scientific announced a global recall of all unused
`
`inventory of the LOTUS Edge Aortic Valve System, citing “complexities associated with the
`
`product delivery system.” Boston Scientific further announced that “[g]iven the additional time
`
`and investment required to develop and reintroduce an enhanced delivery system, the company
`
`has chosen to retire the entire LOTUS product platform immediately.”
`
`
`
`2
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 3 of 20 PageID #: 3
`
`
`
`5.
`
`On this news, Boston Scientific’s stock price fell $3.00 per share, or 7.89%, to close
`
`at $35.03 per share on November 17, 2020.
`
`6.
`
`As a result of Defendants’ wrongful acts and omissions, and the precipitous decline
`
`in the market value of the Company’s securities, Plaintiff and other Class members have suffered
`
`significant losses and damages.
`
`JURISDICTION AND VENUE
`
`7.
`
`The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) of
`
`the Exchange Act (15 U.S.C. §§ 78j(b) and 78t(a)) and Rule 10b-5 promulgated thereunder by the
`
`SEC (17 C.F.R. § 240.10b-5).
`
`8.
`
`This Court has jurisdiction over the subject matter of this action pursuant to 28
`
`U.S.C. § 1331 and Section 27 of the Exchange Act.
`
`9.
`
`Venue is proper in this Judicial District pursuant to Section 27 of the Exchange Act
`
`(15 U.S.C. § 78aa) and 28 U.S.C. § 1391(b), as the alleged misstatements entered and the
`
`subsequent damages took place in this Judicial District. Pursuant to Boston Scientific’s most
`
`recent annual report on Form 10-K, as of January 31, 2020, there were a total of 1,396,195,349
`
`shares of the Company’s common stock outstanding. Boston Scientific’s common stock trades on
`
`the New York Stock Exchange (“NYSE”). Accordingly, there are presumably hundreds, if not
`
`thousands, of investors in Boston Scientific’s common stock located within the U.S., some of
`
`whom undoubtedly reside in this Judicial District.
`
`10.
`
`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 mails, interstate telephone communications, and the facilities of the national securities
`
`markets.
`
`
`
`3
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 4 of 20 PageID #: 4
`
`
`
`PARTIES
`
`11.
`
`Plaintiff, as set forth in the attached Certification, acquired Boston Scientific
`
`securities at artificially inflated prices during the Class Period and was damaged upon the
`
`revelation of the alleged corrective disclosures.
`
`12.
`
`Defendant Boston Scientific is a Delaware corporation with principal executive
`
`offices located at 300 Boston Scientific Way, Marlborough, Massachusetts. The Company’s
`
`common stock trades in an efficient market on the NYSE under the ticker symbol “BSX.”
`
`13.
`
`Defendant Michael F. Mahoney (“Mahoney”) has served as Boston Scientific’s
`
`President and Chief Executive Officer at all relevant times.
`
`14.
`
`Defendant Daniel J. Brennan (“Brennan”) has served as Boston Scientific’s
`
`Executive Vice President and Chief Financial Officer at all relevant times.
`
`15.
`
`Defendants Mahoney and Brennan are sometimes referred to herein as the
`
`“Individual Defendants.”
`
`16.
`
`The Individual Defendants possessed the power and authority to control the
`
`contents of Boston Scientific’s SEC filings, press releases, and other market communications. The
`
`Individual Defendants were provided with copies of Boston Scientific’s SEC filings and press
`
`releases alleged herein to be misleading prior to or shortly after their issuance and had the ability
`
`and opportunity to prevent their issuance or to cause them to be corrected. Because of their
`
`positions with Boston Scientific, and their access to material information available to them but not
`
`to the public, the Individual Defendants knew that the adverse facts specified herein had not been
`
`disclosed to and were being concealed from the public, and that the positive representations being
`
`made were then materially false and misleading. The Individual Defendants are liable for the false
`
`statements and omissions pleaded herein.
`
`
`
`4
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 5 of 20 PageID #: 5
`
`
`
`17.
`
`Boston Scientific and the Individual Defendants are collectively referred to herein
`
`as “Defendants.”
`
`SUBSTANTIVE ALLEGATIONS
`
`Background
`
`18.
`
`Boston Scientific develops, manufactures, and markets medical devices for use in
`
`various interventional medical specialties worldwide. The Company’s products include, among
`
`others, the LOTUS Edge Aortic Valve System, which is a TAVR product. Boston Scientific
`
`announced the FDA’s approval for the LOTUS Edge Aortic Valve System in April 2019.
`
`Materially False and Misleading Statements Issued During the Class Period
`
`19.
`
`The Class Period begins on April 24, 2019. On April 23, 2019, post-market, Boston
`
`Scientific issued a press release announcing the FDA’s approval for the LOTUS Edge Aortic Valve
`
`System (the “April 2019 Press Release”). That press release touted the LOTUS Edge Aortic Valve
`
`System’s product delivery system and structure, representing, in relevant part, that the LOTUS
`
`Edge Aortic Valve System is “[d]elivered via a minimally-invasive procedure,” which “is
`
`approved for patients with severe aortic stenosis who are considered at high risk for surgical valve
`
`replacement via open heart surgery”; that “[t]he LOTUS Edge valve system is the only FDA-
`
`approved aortic valve that gives physicians the option to reposition and completely recapture the
`
`valve once it has been fully deployed”; and that the product “also features a braided valve frame
`
`and an adaptive seal that minimizes paravalvular regurgitation or leaking (PVL) by conforming to
`
`the patient’s native aortic valve.”
`
`20.
`
`The April 2019 Press Release also quoted Boston Scientific’s executive vice
`
`president and global president of Interventional Cardiology, as well as the Company’s executive
`
`vice president and global chief medical officer, who both likewise touted the LOTUS Edge Aortic
`
`
`
`5
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 6 of 20 PageID #: 6
`
`
`
`Valve System’s product delivery system and structure, stating, respectively, that “[b]ringing the
`
`much-anticipated LOTUS Edge valve system to market allows us to provide patients who aren’t
`
`good candidates for traditional surgery a safe and effective treatment alternative to restore proper
`
`function to their severely narrowed aortic valve,” which “is a fundamental component of our
`
`expanding portfolio and demonstrates our continuing commitment to category leadership within
`
`the fast-growing Structural Heart treatment landscape”; and that Boston Scientific is “thrilled to
`
`offer physicians in the U.S. and Europe the clinical benefits of the LOTUS Edge valve system for
`
`the treatment of their high-risk patients with severe aortic stenosis,” which “provides physicians a
`
`high level of control over the delivery and deployment of the device and offers surgical-like PVL
`
`results to help ensure the best patient outcomes.”
`
`21.
`
`On July 24, 2019, Boston Scientific issued a press release announcing its results for
`
`the second quarter of 2019, stating, in relevant part, that the Company “[c]ommenced controlled
`
`launch in the U.S. and Europe of the LOTUS Edge™ Aortic Valve System, a minimally invasive
`
`TAVR technology for patients with severe aortic stenosis considered to be at high risk for surgical
`
`valve replacement via open heart surgery.”
`
`22.
`
`On October 23, 2019, Boston Scientific issued a press release announcing its results
`
`for the third quarter of 2019, stating, in relevant part, that the Company “[p]resented at TCT
`
`[Transcatheter Cardiovascular Therapeutics] positive data for the LOTUS™ TAVR System, a
`
`mechanically-expanding valve, including a three-year analysis from the REPRISE III study
`
`demonstrating significant, sustained improvement in functional and health status following
`
`LOTUS valve implantation versus CoreValve® systems (Medtronic)”; that the product showed
`
`“significantly fewer cases of disabling stroke and moderate or greater paravalvular leak versus the
`
`CoreValve system--a self-expanding valve”; and that “a Medicare budget impact analysis
`
`
`
`6
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 7 of 20 PageID #: 7
`
`
`
`demonstrated the mechanically-expanded LOTUS valve is a less costly alternative to self-
`
`expanding valves at one year post procedure in high-risk patients with aortic stenosis.”
`
`23.
`
`On February 5, 2020, Boston Scientific issued a press release announcing its results
`
`for the fourth quarter and full year of 2019, stating, in relevant part, that the Company “[r]eceived
`
`Japanese Pharmaceuticals and Medical Devices Agency (PMDA) approval and positive
`
`reimbursement in Japan for the LOTUS Edge™ Aortic Valve System, a minimally invasive
`
`[TAVR] technology for patients with severe aortic stenosis.”
`
`24.
`
`On February 25, 2020, Boston Scientific filed an annual report on Form 10-K with
`
`the SEC, reporting the Company’s financial and operating results for the quarter and year ended
`
`December 31, 2019 (the “2019 10-K”). The 2019 10-K reported net sales from the Company’s
`
`Interventional Cardiology subsegment, which includes the LOTUS Edge Aortic Valve System,
`
`stating, in relevant part, that “net sales of Interventional Cardiology products of $2.816 billion
`
`represented 26 percent of [the Company’s] consolidated net sales in 2019,” which “increased $226
`
`million, or 8.7 percent, in 2019, as compared to 2018,” and that “[t]his year-over-year increase
`
`was primarily related to growth in [the Company’s] structural heart therapies including [inter alia]
`
`. . . [its] TAVR products including [its] . . . LOTUS™ Edge Valve.”
`
`25.
`
`Discussing Boston Scientific’s market for the LOTUS Edge Aortic Valve System,
`
`the 2019 10-K stated, in relevant part, that “[s]tructural heart therapies are one of the fastest
`
`growing areas of the medical technology market and are highly synergistic with [the Company’s]
`
`Interventional Cardiology . . . business[],” including the “LOTUS Edge™ Aortic Valve System,
`
`which is based on mechanical-expanding architecture”; and that “the LOTUS Edge™ Valve with
`
`mechanical-expanding architecture . . . is well suited for intra-annular cases and was launched
`
`commercially in the U.S. and Europe in the first half of 2019.”
`
`
`
`7
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 8 of 20 PageID #: 8
`
`
`
`26.
`
`Appended as exhibits to the 2019 10-K were signed certifications pursuant to the
`
`Sarbanes-Oxley Act of 2002, wherein the Individual Defendants certified that “the [2019 10-K]
`
`fully complies with the requirements of Section 13 (a) or 15 (d) of the” Exchange Act, and that
`
`“the information contained in the [2019 10-K] fairly presents, in all material respects, the financial
`
`condition and results of operations of Boston Scientific.”
`
`27.
`
`On July 29, 2020, Boston Scientific issued a press release announcing its results for
`
`the second quarter of 2020, touting, in relevant part, that the Company “[p]resented positive
`
`findings from the largest reported clinical experience to date with the LOTUS Edge™ Aortic Valve
`
`System at TVT [Transcatheter Valve Therapy] Connect,” and that “[d]ata from a pre-specified
`
`interim analysis of the first 50 patients enrolled in the European RESPOND EDGE post-market
`
`registry demonstrated” numerous purported benefits, including “no reports of mortality, no repeat
`
`procedures for valve-related dysfunction or re-hospitalization for valve-related symptoms and
`
`excellent valve hemodynamics, the lowest PVL rates in this valve category and a reduced
`
`permanent pacemaker implantation rate in line with competitive valves in real-world experience.”
`
`28.
`
`The statements referenced in ¶¶ 19-27 were materially false and misleading because
`
`Defendants made false and/or misleading statements, as well as failed to disclose material adverse
`
`facts about the Company’s business, operational, and compliance policies. Specifically,
`
`Defendants made false and/or misleading statements and/or failed to disclose that: (i) the LOTUS
`
`Edge Aortic Valve System’s product delivery system was dysfunctional and threatened the
`
`continued viability of the entire product line; (ii) as a result, the Company had materially overstated
`
`the continued commercial viability and profitability of the LOTUS Edge Aortic Valve System
`
`product line; and (iii) as a result, the Company’s public statements were materially false and
`
`misleading at all relevant times.
`
`
`
`8
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 9 of 20 PageID #: 9
`
`
`
`The Truth Emerges
`
`29.
`
`On November 17, 2020, pre-market, Boston Scientific issued a press release
`
`announcing a global recall of all unused inventory of the LOTUS Edge Aortic Valve System, citing
`
`“complexities associated with the product delivery system.” Specifically, that press release
`
`disclosed, in relevant part:
`
`Boston Scientific . . . has announced it has initiated a global, voluntary recall of all
`unused inventory of the LOTUS Edge™ Aortic Valve System due to complexities
`associated with the product delivery system. The voluntary recall is related solely
`to the delivery system, as the valve continues to achieve positive and clinically
`effective performance post-implant. [. . . .]
`
`Given the additional time and investment required to develop and reintroduce an
`enhanced delivery system, the company has chosen to retire the entire LOTUS
`product platform immediately. All related commercial, clinical, research &
`development and manufacturing activities will also cease.
`
`“While we have been pleased with the benefits the LOTUS Edge valve has provided
`to patients, we have been increasingly challenged by the intricacies of the delivery
`system required to allow physicians to fully reposition and recapture the valve,”
`said [Defendant] Mahoney, chairman and chief executive officer, Boston Scientific.
`“The complexity of the delivery system, manufacturing challenges, the continued
`need for further technical enhancements, and current market adoption rates led us
`to the difficult decision to stop investing in the Lotus Edge platform . . . .”
`
`This decision is expected to result in estimated total pre-tax GAAP charges of
`approximately $225 million to $300 million due to inventory, fixed asset, intangible
`asset and certain other exit charges and approximately $100 million to $150 million
`of these charges will impact the company’s adjusted results. The vast majority of
`these charges will be recorded during the fourth quarter of 2020.
`
`30.
`
`On this news, Boston Scientific’s stock price fell $3.00 per share, or 7.89%, to close
`
`at $35.03 per share on November 17, 2020.
`
`31.
`
`As a result of Defendants’ wrongful acts and omissions, and the precipitous decline
`
`in the market value of the Company’s securities, Plaintiff and other Class members have suffered
`
`significant losses and damages.
`
`
`
`9
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 10 of 20 PageID #: 10
`
`
`
`PLAINTIFF’S CLASS ACTION ALLEGATIONS
`
`32.
`
`Plaintiff brings this action as a class action pursuant to Federal Rule of Civil
`
`Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased or otherwise
`
`acquired Boston Scientific securities during the Class Period (the “Class”); and were damaged
`
`upon the revelation of the alleged corrective disclosures. Excluded from the Class are Defendants
`
`herein, the officers and directors of the Company, at all relevant times, members of their immediate
`
`families and their legal representatives, heirs, successors or assigns and any entity in which
`
`Defendants have or had a controlling interest.
`
`33.
`
`The members of the Class are so numerous that joinder of all members is
`
`impracticable. Throughout the Class Period, Boston Scientific securities were actively traded on
`
`the NYSE. While the exact number of Class members is unknown to Plaintiff at this time and can
`
`be ascertained only through appropriate discovery, Plaintiff believes that there are hundreds or
`
`thousands of members in the proposed Class. Record owners and other members of the Class may
`
`be identified from records maintained by Boston Scientific or its transfer agent and may be notified
`
`of the pendency of this action by mail, using the form of notice similar to that customarily used in
`
`securities class actions.
`
`34.
`
`Plaintiff’s claims are typical of the claims of the members of the Class as all
`
`members of the Class are similarly affected by Defendants’ wrongful conduct in violation of
`
`federal law that is complained of herein.
`
`35.
`
`Plaintiff will fairly and adequately protect the interests of the members of the Class
`
`and has retained counsel competent and experienced in class and securities litigation. Plaintiff has
`
`no interests antagonistic to or in conflict with those of the Class.
`
`
`
`10
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 11 of 20 PageID #: 11
`
`
`
`36.
`
`Common questions of law and fact exist as to all members of the Class and
`
`predominate over any questions solely affecting individual members of the Class. Among the
`
`questions of law and fact common to the Class are:
`
`whether the federal securities laws were violated by Defendants’ acts as alleged
`herein;
`
`whether statements made by Defendants to the investing public during the Class
`Period misrepresented material facts about the business, operations and
`management of Boston Scientific;
`
`whether the Individual Defendants caused Boston Scientific to issue false and
`misleading financial statements during the Class Period;
`
`whether Defendants acted knowingly or recklessly in issuing false and misleading
`financial statements;
`
`whether the prices of Boston Scientific securities during the Class Period were
`artificially inflated because of the Defendants’ conduct complained of herein; and
`
`whether the members of the Class have sustained damages and, if so, what is the
`proper measure of damages.
`
`•
`
` •
`
`
`
` •
`
`
`
` •
`
`
`
` •
`
`
`
` •
`
`
`
`37.
`
`A class action is superior to all other available methods for the fair and efficient
`
`
`
`adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the
`
`damages suffered by individual Class members may be relatively small, the expense and burden
`
`of individual litigation make it impossible for members of the Class to individually redress the
`
`wrongs done to them. There will be no difficulty in the management of this action as a class action.
`
`38.
`
`Plaintiff will rely, in part, upon the presumption of reliance established by the fraud-
`
`on-the-market doctrine in that:
`
`•
`
`•
`•
`•
`
`Defendants made public misrepresentations or failed to disclose material facts
`during the Class Period;
`the omissions and misrepresentations were material;
`Boston Scientific securities are traded in an efficient market;
`the Company’s shares were liquid and traded with moderate to heavy volume
`during the Class Period;
`
`
`
`11
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 12 of 20 PageID #: 12
`
`
`
`•
`•
`
`•
`
`the Company traded on the NYSE and was covered by multiple analysts;
`the misrepresentations and omissions alleged would tend to induce a reasonable
`investor to misjudge the value of the Company’s securities; and
`Plaintiff and members of the Class purchased, acquired and/or sold Boston
`Scientific securities between the time the Defendants failed to disclose or
`misrepresented material facts and the time the true facts were disclosed, without
`knowledge of the omitted or misrepresented facts.
`
`39.
`
`Based upon the foregoing, Plaintiff and the members of the Class are entitled to a
`
`presumption of reliance upon the integrity of the market.
`
`40.
`
`Alternatively, Plaintiff and the members of the Class are entitled to the presumption
`
`of reliance established by the Supreme Court in Affiliated Ute Citizens of the State of Utah v.
`
`United States, 406 U.S. 128, 92 S. Ct. 2430 (1972), as Defendants omitted material information in
`
`their Class Period statements in violation of a duty to disclose such information, as detailed above.
`
`COUNT I
`
` (Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Promulgated Thereunder
`Against All Defendants)
`
`
`41.
`
`Plaintiff repeats and re-alleges each and every allegation contained above as if fully
`
`set forth herein.
`
`42.
`
`This Count is asserted against Defendants and is based upon Section 10(b) of the
`
`Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by the SEC.
`
`43.
`
`During the Class Period, Defendants engaged in a plan, scheme, conspiracy and
`
`course of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions,
`
`practices and courses of business which operated as a fraud and deceit upon Plaintiff and the other
`
`members of the Class; made various untrue statements of material facts and omitted to state
`
`material facts necessary in order to make the statements made, in light of the circumstances under
`
`which they were made, not misleading; and employed devices, schemes and artifices to defraud in
`
`connection with the purchase and sale of securities. Such scheme was intended to, and, throughout
`12
`
`
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 13 of 20 PageID #: 13
`
`
`
`the Class Period, did: (i) deceive the investing public, including Plaintiff and other Class members,
`
`as alleged herein; (ii) artificially inflate and maintain the market price of Boston Scientific
`
`securities; and (iii) cause Plaintiff and other members of the Class to purchase or otherwise acquire
`
`Boston Scientific securities and options at artificially inflated prices. In furtherance of this
`
`unlawful scheme, plan and course of conduct, Defendants, and each of them, took the actions set
`
`forth herein.
`
`44.
`
`Pursuant to the above plan, scheme, conspiracy and course of conduct, each of the
`
`Defendants participated directly or indirectly in the preparation and/or issuance of the quarterly
`
`and annual reports, SEC filings, press releases and other statements and documents described
`
`above, including statements made to securities analysts and the media that were designed to
`
`influence the market for Boston Scientific securities. Such reports, filings, releases and statements
`
`were materially false and misleading in that they failed to disclose material adverse information
`
`and misrepresented the truth about Boston Scientific’s finances and business prospects.
`
`45.
`
` By virtue of their positions at Boston Scientific, Defendants had actual knowledge
`
`of the materially false and misleading statements and material omissions alleged herein and
`
`intended thereby to deceive Plaintiff and the other members of the Class, or, in the alternative,
`
`Defendants acted with reckless disregard for the truth in that they failed or refused to ascertain and
`
`disclose such facts as would reveal the materially false and misleading nature of the statements
`
`made, although such facts were readily available to Defendants. Said acts and omissions of
`
`Defendants were committed willfully or with reckless disregard for the truth. In addition, each
`
`Defendant knew or recklessly disregarded that material facts were being misrepresented or omitted
`
`as described above.
`
`
`
`13
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 14 of 20 PageID #: 14
`
`
`
`46.
`
`Information showing that Defendants acted knowingly or with reckless disregard
`
`for the truth is peculiarly within Defendants’ knowledge and control. As the senior managers
`
`and/or directors of Boston Scientific, the Individual Defendants had knowledge of the details of
`
`Boston Scientific’s internal affairs.
`
`47.
`
`The Individual Defendants are liable both directly and indirectly for the wrongs
`
`complained of herein. Because of their positions of control and authority, the Individual
`
`Defendants were able to and did, directly or indirectly, control the content of the statements of
`
`Boston Scientific. As officers and/or directors of a publicly-held company, the Individual
`
`Defendants had a duty to disseminate timely, accurate, and truthful information with respect to
`
`Boston Scientific’s businesses, operations, future financial condition and future prospects. As a
`
`result of the dissemination of the aforementioned false and misleading reports, releases and public
`
`statements, the market price of Boston Scientific securities was artificially inflated throughout the
`
`Class Period. In ignorance of the adverse facts concerning Boston Scientific’s business and
`
`financial condition which were concealed by Defendants, Plaintiff and the other members of the
`
`Class purchased or otherwise acquired Boston Scientific securities at artificially inflated prices
`
`and relied upon the price of the securities, the integrity of the market for the securities and/or upon
`
`statements disseminated by Defendants, and were damaged thereby.
`
`48.
`
`During the Class Period, Boston Scientific securities were traded on an active and
`
`efficient market. Plaintiff and the other members of the Class, relying on the materially false and
`
`misleading statements described herein, which the Defendants made, issued or caused to be
`
`disseminated, or relying upon the integrity of the market, purchased or otherwise acquired shares
`
`of Boston Scientific securities at prices artificially inflated by Defendants’ wrongful conduct. Had
`
`Plaintiff and the other members of the Class known the truth, they would not have purchased or
`
`
`
`14
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 15 of 20 PageID #: 15
`
`
`
`otherwise acquired said securities, or would not have purchased or otherwise acquired them at the
`
`inflated prices that were paid. At the time of the purchases and/or acquisitions by Plaintiff and the
`
`Class, the true value of Boston Scientific securities was substantially lower than the prices paid by
`
`Plaintiff and the other members of the Class. The market price of Boston Scientific securities
`
`declined sharply upon public disclosure of the facts alleged herein to the injury of Plaintiff and
`
`Class members.
`
`49.
`
`By reason of the conduct alleged herein, Defendants knowingly or recklessly,
`
`directly or indirectly, have violated Section 10(b) of the Exchange Act and Rule 10b-5
`
`promulgated thereunder.
`
`50.
`
`As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and the
`
`other members of the Class suffered damages in connection with their respective purchases,
`
`acquisitions and sales of the Company’s securities during the Class Period, upon the disclosure
`
`that the Company had been disseminating misrepresented financial statements to the investing
`
`public.
`
`COUNT II
`
` (Violations of Section 20(a) of the Exchange Act Against the Individual Defendants)
`
`51.
`
`Plaintiff repeats and re-alleges each and every allegation contained in the foregoing
`
`paragraphs as if fully set forth herein.
`
`52.
`
`During the Class Period, the Individual Defendants participated in the operation
`
`and management of Boston Scientific, and conducted and participated, directly and indirectly, in
`
`the conduct of Boston Scientific’s business affairs. Because of their senior positions, they knew
`
`the adverse non-public information about Boston Scientific’s misstatement of income and
`
`expenses and false financial statements.
`
`
`
`15
`
`

`

`Case 1:20-cv-05894-AMD-CLP Document 1 Filed 12/04/20 Page 16 of 20 PageID #: 16
`
`
`
`53.
`
`As officers and/or directors of a publicly owned company, the Individual
`
`Defendants had a duty to disseminate accurate and truthful information with respect to Boston
`
`Scientific’s financial condition and results of operations, and to correct promptly any public
`
`statements issued by Boston Scientific which had become materially false or misleading.
`
`54.
`
`Because of their positions of control and authority as senior officers, the Individual
`
`Defendants were able to, and did, control the contents of the various reports, press releases and
`
`public filings which Boston Scientific disseminated in the marketplace during the Class Period
`
`concerning Boston Scientific’s results of operations. Throughout the Class Period, the Individual
`
`Defendants exercised their power and authority to cause Boston Scientific to engage in the
`
`wrongful acts complained of herein. The Individual Defendants, therefore, were “controlling
`
`persons” of Boston Scientific within the meaning of Section 20(a) of the Exchange Act. In this
`
`capacity, they participated in the unlawful conduct alleged which artificially inflated the market
`
`price of Boston Scientific securities.
`
`55.
`
`Each of the Individual Defendants, therefore, acted as a controlling person of
`
`Boston Scientific. By reason of their senior management positions and/or being directors of
`
`Boston Scientific, each of the Individual Defendants had the power