Simpson Thacher Wins Case Dismissal for J.P. Morgan, Others
On March 27, 2014, the Honorable George B. Daniels of the U.S. District Court for the Southern District of New York granted all motions to dismiss filed by defendants in In re Lone Pine Resources , 12-cv-04839 (S.D.N.Y.), including one filed by Simpson Thacher on behalf of a group of underwriter defendants consisting of J.P. Morgan Securities, Credit Suisse Securities (USA) and TD Securities (USA).
Plaintiffs alleged that these underwriter defendants violated Sections 11 and 12(a)(2) of the Securities Act of 1933 because a registration statement and prospectus issued in connection with the initial public offering of Lone Pine Resources, an oil and gas company, failed to disclose a service disruption to a pipeline owned and operated by a third party.
The Court held that plaintiffs failed to plead either a material misstatement or omission under Section 11. Plaintiffs did not establish that Lone Pine’s statements were materially false or misleading, pled no facts establishing that the omission regarding the pipeline disruption had any quantitative impact on the financial information in the prospectus and did not identify qualitative factors demonstrating a substantial likelihood that a reasonable shareholder would think that the omitted facts significantly altered the total mix of available information. Because plaintiffs failed to plead a material misrepresentation or omission under Section 11, plaintiffs’ Section 12(a)(2) claims similarly failed.
The Simpson Thacher team representing the underwriter defendants included Pete Kazanoff.