OPINION & ORDER CLASS ACTION Lead Plaintiff Lance Treankler (“Plaintiff”) brings this class action suit against Ferroglobe PLC (“Ferroglobe” or the “Company”), Pedro Larrea, and Phillip Murnane (collectively, “Defendants”), alleging that Defendants committed securities fraud in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission (“SEC”) Rule 10(b)-5. Plaintiff alleges that, from September 4, 2018 until November 26, 2018, Defendants made misleading statements about the health of Ferroglobe’s silicon-metals business in an effort to conceal the Company’s disappointing financial results from that quarter. On September 13, 2019, Ferroglobe moved to dismiss the first amended complaint (“Complaint”) pursuant to Federal Rules of Civil Procedure 9(b) and 12(b)(6). Ferroglobe principally contends that the Complaint fails to plead sufficient facts to demonstrate (1) that the challenged statements were false or misleading when made, or (2) that any Defendant acted with the requisite scienter. On May 5, 2020, Larrea and Murnane (collectively, the “Individual Defendants”), moved to dismiss the complaint pursuant to Federal Rules of Civil Procedure 9(b), 12(b)(5), and 12(b)(6), and the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, 20 U.N.T.S. 163. Adopting the arguments made by Ferroglobe in support of its motion to dismiss, the Individual Defendants, both of whom reside abroad, also argue that Plaintiff failed to comply with the rules for service of international defendants. Because the Court concludes that the Complaint fails to adequately plead the elements of falsity and scienter, Defendants’ motions to dismiss are granted in full. BACKGROUND I. Factual Background The facts alleged in the Complaint are assumed to be true for the purposes of this motion. See, e.g., Stadnick v. Vivint Solar, Inc., 861 F.3d 31, 35 (2d Cir. 2017). The Court also considers facts drawn from the two presentations incorporated into the Complaint by reference that contain the statements that Defendants allege were false or misleading. See ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir. 2007). A. The Parties Defendant Ferroglobe, a materials innovation company headquartered in London, United Kingdom, produces silicon metal, silicon-based alloys, and manganese-based alloys for use as components in numerous industrial and consumer products, including aluminum and steel. See Compl.
2, 14. Defendant Pedro Larrea served as the Chief Executive Officer of Ferroglobe throughout the period of September 4, 2018 until November 26, 2018 (the alleged “Class Period”). See id. 14. Defendant Phillip Murnane was the Company’s Chief Financial Officer during the Class Period. See id. 15. Plaintiff Lance Treankler seeks to represent all persons and entities who purchased or otherwise acquired Ferroglobe securities during the Class Period, and who were damaged thereby. See id.
