ORDER On October 23, 2017, Plaintiff brought this putative class action against Defendants Rio Tinto plc and Rio Tinto Limited (collectively, “Rio Tinto”), Thomas Albanese, and Guy Robert Elliott (Albanese and Elliott together, the “Individual Defendants”), alleging violations of (1) Section 10(b) the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §78j(b), and Rule 10b-5, 17 C.F.R. §240.10b-5, against all Defendants; and (2) Section 20(a) of the Exchange Act, 15 U.S.C. §78t, against the Individual Defendants. ECF No. 1. On September 25, 2018, Plaintiff filed an amended complaint. Compl., ECF No. 60. Defendants move to dismiss the complaint for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6). ECF No. 65. For the reasons stated below, Defendants’ motion is GRANTED.BACKGROUNDThe following facts are taken from the complaint, which the Court accepts as true for purposes of this motion.1 See Koch v. Christie’s Int’l PLC, 699 F.3d 141, 145 (2d Cir. 2012). Rio Tinto is an international mining group that is headquartered in the United Kingdom. Compl. 22. Rio Tinto’s American Depositary Receipts (“ADRs”) are publicly traded on the New York Stock Exchange. Id. 2. Albanese was Rio Tinto’s Chief Executive Officer from May 2007 through January 2013. Id. 23. Elliott was Rio Tinto’s Chief Financial Officer from 2002 through April 2013. Id. 24.Rio Tinto is obligated to comply with the accounting standards issued by the International Accounting Standards Board (“IAS” standards). Id. 33. Pursuant to one standard (IAS 36), Rio Tinto must assess whether an asset is impaired at the end of each reporting period (i.e., at each half year and year end). Id. 34. This is done by determining whether there are any “impairment indicators,” and if there are, by testing for impairment by determining the recoverable amount. Id. A company must recognize an impairment loss on an asset if its value, as reported in a company’s financial statements, exceeds its likely recoverable amount. Id. Rio Tinto’s Controller’s Office is responsible for coordinating the impairment review process, and at all relevant times, the Controller reported to Elliott. SEC Compl.
35, 39. The Controller’s Office also prepared papers for Rio Tinto’s Audit Committee, of which the Individual Defendants were members. Id.
