OPINION & ORDER Plaintiffs here are stockholders of nominal defendant Coty Inc. (“Coty”) who seek to recoup on the company’s behalf for “short-swing” profits they claim were unlawfully obtained in early 2020 by a corporate insider — Coty’s chief executive officer. They sue under section 16(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §78p(b). Coty moves to dismiss plaintiffs’ complaint or, in the alternative, for summary judgment. For the following reasons, the Court denies the motion. I. Background A. Factual Background1 1. Parties Coty is a publicly traded beauty company which owns household name brands including Clairol and CoverGirl. FAC 13. Defendant Pierre Laubies (“Laubies”) became Coty’s CEO in November 2018, and served in that role until June 1, 2020, when his resignation took effect. Id. 15. Between November 2018 and May 31, 2020, Laubies also sat on Coty’s board. Id. On August 30, 2019, Laubies bought 262,000 shares of Coty’s Class A common stock at $9.5418 per share. Id. 16. He reported this purchase on a Form 4 — a Statement of Changes in Beneficial Ownership — filed with the SEC on September 4, 2019. Id. 17. 2. Laubies’s, Coty’s, and Cottage’s March 2, 2020 Disclosures In February 2020, Laubies announced to Coty’s board that he planned to resign as CEO. Id. 18. The FAC alleges that, “[i]n anticipation of his departure, Laubies resolved to liquidate his entire equity stake in Coty.” Id. 19. On March 2, 2020, Laubies filed a Form 4 with the SEC which disclosed his sale of shares of Coty’s Class A Common Stock to Cottage Holdco B.V. (“Cottage”), Coty’s controlling stockholder. Id.
21, 24. The form stated that, “[o]n February 27, 2020, Cottage Holdco B.V. and Pierre Laubies entered into a stock purchase agreement pursuant to which Mr. Laubies agreed to sell, and Cottage Holdco B.V. agreed to purchase, 3,260,329 shares of Common Stock held by Mr. Laubies.” Id. 25. The $11.4937 per-share price of this sale was derived from the “dollar volume-weighted average price of Coty’s publicly traded Class A common stock on the New York Stock Exchange during the 15 consecutive trading days ending on February 26, 2020.” Id. 22. The same day, Cottage filed with the SEC its own Form 4 making a parallel disclosure: “On February 27, 2020, Cottage Holdco B.V. and Pierre Laubies entered into a stock purchase agreement pursuant to which Mr. Laubies agreed to sell, and Cottage Holdco B.V. agreed to purchase, 3,260,329 shares of Common Stock held by Mr. Laubies.” Id. 25. On his March 2, 2020 Form 4, Laubies reported a second transaction: the sale of his shares of Series A-1 Preferred Stock to Coty, as to which he again listed February 27, 2020 as the transaction date. Id.
