Derivative Suit Against Twitter Directors Lands in Del.
A derivative suit accusing Twitter Inc.'s directors of insider selling and unjust enrichment landed in Delaware federal court on Monday, after the parties agreed to transfer the case from California.
January 09, 2018 at 02:38 PM
4 minute read
A derivative suit accusing Twitter Inc.'s directors of insider selling and unjust enrichment landed in Delaware federal court on Monday, after the parties agreed to transfer the case from California.
The lawsuit, originally filed in October 2016, alleges that members of the San Francisco-based social media giant's board misled investors in early 2015 with overly optimistic reports regarding user engagement, causing the company's stock price to spike at artificially high levels. According to the complaint, directors then sold their personal stock for “hundreds of millions” of dollars in insider profits before the supposed misrepresentations were discovered.
Plaintiff Jim Porter originally filed the case in the U.S. District Court for the District of Northern California, but the parties in December agreed to transfer the case, rather than litigate a forum selection clause in Twitter's bylaws, requiring any derivative action brought on behalf of the company to be litigated in Delaware state or federal court.
U.S. District Judge Jon S. Tigar of the Northern District of California approved the transfer Jan. 5, and the case was filed in U.S. District Court for the District of Delaware on Monday.
In the stipulation, the defendants retained all defenses and objections to jurisdiction, forum and venue, and Porter reserved his challenges to Twitter's corporate bylaws. The transfer had no bearing on a separate securities class action still pending in the California federal court.
The lawsuit accuses Twitter's directors of falsely reporting meaningful growth in user engagement on the social media platform dating back to February 2015. According to Porter, the company was tracking “low-quality” daily and monthly active users on its website, instead of timeline views as the primary metric for user engagement.
Porter said the misleading statements caused the company's stock to rise dramatically, reaching a high of $52.87 per share. During that time, Porter said, board members breached their fiduciary duties by selling off their personal holdings, knowing that the stock price would soon plummet.
“While the company's stock price was artificially inflated, certain Individual defendants exploited their positions as corporate fiduciaries of Twitter and, with knowledge of material, adverse and nonpublic information regarding the company's operations and business prospects, sold their personal stock holdings for hundreds of millions of dollars in insider profits,” Porter's attorneys said in the 49-page complaint.
According to Porter, one member of Twitter's board received more than $274 million for sales of the allegedly inflated stock, while Richard Costolo, Twitter's former CEO, and its current executive Jack Dorsey made about $3 million and $3.6 million, respectively.
Porter said the alleged misrepresentations finally came to light in July 28, 2015, when Twitter reported that its monthly active users had only increased by only 1 percent. The company told investors that low levels of user growth and engagement were expected to continue for the foreseeable future.
The following day, the complaint said, Twitter's stock fell by $5.30, or 15 percent, to close at $31.24, resulting in a loss of “hundreds of millions of dollars in market capitalization.”
“Despite these poor financial results, Twitter's senior officers continue to be rewarded with lavish compensation, and have personally profited at the expense of the company and its shareholders,” Porter said.
Twitter's press office on Tuesday declined to comment on the lawsuit, and an attorney for Porter was not immediately available to comment.
The suit seeks damages and restitution from the director defendants of profits obtained as a result of the transactions. Porter is also pressing for changes to Twitter's corporate governance and systems of internal controls to prevent alleged wrongdoing in the future.
The case in Delaware has not yet been assigned to a judge, and Delaware counsel for the parties was not listed Tuesday by an online docket-tracking service.
The case is captioned In re Twitter Shareholder Derivative Litigation.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2025 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View All3rd Circ Orders SEC to Explain ‘How and When the Federal Securities Laws Apply to Digital Assets’
5 minute readTrending Stories
- 15th Circuit Considers Challenge to Louisiana's Ten Commandments Law
- 2Crocs Accused of Padding Revenue With Channel-Stuffing HEYDUDE Shoes
- 3E-discovery Practitioners Are Racing to Adapt to Social Media’s Evolving Landscape
- 4The Law Firm Disrupted: For Office Policies, Big Law Has Its Ear to the Market, Not to Trump
- 5FTC Finalizes Child Online Privacy Rule Updates, But Ferguson Eyes Further Changes
Who Got The Work
J. Brugh Lower of Gibbons has entered an appearance for industrial equipment supplier Devco Corporation in a pending trademark infringement lawsuit. The suit, accusing the defendant of selling knock-off Graco products, was filed Dec. 18 in New Jersey District Court by Rivkin Radler on behalf of Graco Inc. and Graco Minnesota. The case, assigned to U.S. District Judge Zahid N. Quraishi, is 3:24-cv-11294, Graco Inc. et al v. Devco Corporation.
Who Got The Work
Rebecca Maller-Stein and Kent A. Yalowitz of Arnold & Porter Kaye Scholer have entered their appearances for Hanaco Venture Capital and its executives, Lior Prosor and David Frankel, in a pending securities lawsuit. The action, filed on Dec. 24 in New York Southern District Court by Zell, Aron & Co. on behalf of Goldeneye Advisors, accuses the defendants of negligently and fraudulently managing the plaintiff's $1 million investment. The case, assigned to U.S. District Judge Vernon S. Broderick, is 1:24-cv-09918, Goldeneye Advisors, LLC v. Hanaco Venture Capital, Ltd. et al.
Who Got The Work
Attorneys from A&O Shearman has stepped in as defense counsel for Toronto-Dominion Bank and other defendants in a pending securities class action. The suit, filed Dec. 11 in New York Southern District Court by Bleichmar Fonti & Auld, accuses the defendants of concealing the bank's 'pervasive' deficiencies in regards to its compliance with the Bank Secrecy Act and the quality of its anti-money laundering controls. The case, assigned to U.S. District Judge Arun Subramanian, is 1:24-cv-09445, Gonzalez v. The Toronto-Dominion Bank et al.
Who Got The Work
Crown Castle International, a Pennsylvania company providing shared communications infrastructure, has turned to Luke D. Wolf of Gordon Rees Scully Mansukhani to fend off a pending breach-of-contract lawsuit. The court action, filed Nov. 25 in Michigan Eastern District Court by Hooper Hathaway PC on behalf of The Town Residences LLC, accuses Crown Castle of failing to transfer approximately $30,000 in utility payments from T-Mobile in breach of a roof-top lease and assignment agreement. The case, assigned to U.S. District Judge Susan K. Declercq, is 2:24-cv-13131, The Town Residences LLC v. T-Mobile US, Inc. et al.
Who Got The Work
Wilfred P. Coronato and Daniel M. Schwartz of McCarter & English have stepped in as defense counsel to Electrolux Home Products Inc. in a pending product liability lawsuit. The court action, filed Nov. 26 in New York Eastern District Court by Poulos Lopiccolo PC and Nagel Rice LLP on behalf of David Stern, alleges that the defendant's refrigerators’ drawers and shelving repeatedly break and fall apart within months after purchase. The case, assigned to U.S. District Judge Joan M. Azrack, is 2:24-cv-08204, Stern v. Electrolux Home Products, Inc.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250