OPINION & ORDER In this putative securities class action, Defendants Sealed Air Corporation and William G. Stiehl move to dismiss lead plaintiffs UA Local 13 Pension Fund, UA Local 13 & Employers Group Insurance Fund, and Plumbers & Steamfitters Local 267 Pension Fund’s Corrected Amended Complaint (“CAC”) (Dkt. No. 32) under Federal Rules of Civil Procedure 9(b) and 12(b)(6) and the Private Securities Litigation Reform Act (“PSLRA”), 15 U.S.C. §78u-4. For the following reasons, the motions (Dkt. Nos. 33 & 36) are granted in part and denied in part. BACKGROUND The CAC asserts two claims: one against both Sealed Air and Stiehl for violations of Section 10(b) of the Exchange Act and Rule 10b-5, and one against Stiehl for violation of Section 20(a) of the Exchange Act (control person liability). Plaintiffs contend that Stiehl and Sealed Air made numerous statements that were rendered false or misleading by Stiehl’s alleged interference in the company’s auditor selection process, by which Stiehl ensured that Ernst & Young (“EY”) was selected as the company’s auditor. Plaintiff’s call that alleged interference the “bid-rigging scheme.” The CAC alleges that the following statements about Sealed Air’s retention of EY, made in Sealed Air’s November 2014 Form 8-K and 2015 Proxy Statement, were false and misleading because the selection process was actually neither competitive nor comprehensive and did not actually involve several accounting firms: On November 11, 2014, the Audit Committee of the Board of Directors (the “Audit Committee”) of Sealed Air Corporation (“Sealed Air” or the “Company”) approved the selection of Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 following a competitive search process. The competitive search process involved several international registered public accounting firms…. [Emphasis added]. CAC 44. Selection of Independent Auditor (Proposal 12) On November 11, 2014, following a competitive search process, the Audit Committee selected Ernst & Young LLP (“EY”) to be engaged as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The competitive search process involved several international registered public accounting firms…. On February 16, 2015, the Audit Committee approved the engagement of EY as our independent registered public accounting firm to examine and report on the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting for the fiscal year ending December 31, 2015, subject to ratification of the retention by the stockholders at the Annual Meeting. Following a comprehensive request for proposal process, the Audit Committee considered EY to be well qualified…. On March 2, 2015, EY was engaged to serve as Sealed Air’s independent registered public accounting firm for the fiscal year ending December 31, 2015…. [Emphasis added]. CAC 52. The CAC then alleges that the bid-rigging scheme renders false or misleading statements defendants made about three different sets of Sealed Air’s corporate procedures in the company’s SEC filings. First, Sealed Air’s Form 10-K filings for 2014 through 2017 and Form 10-Q filings for the first quarter of 2015 through the second quarter of 2018, each signed by Stiehl, stated that the company designed and maintained disclosure controls and procedures that satisfied SEC requirements and that the Chief Executive Officer and Chief Financial Officer (“CFO”) concluded they were effective at the “reasonable assurance” level.1 Second, the company’s 2014 through 2017 Form 10-K filings incorporated its Codes of Conduct and Ethics. The CAC alleges that Stiehl’s involvement in the bid-rigging scheme showed excerpts from those Codes to be false or misleading. Third, in the Sarbanes-Oxley certifications to Sealed Air’s third quarter 2017 through second quarter 2018 Form 10-Q filings and 2017 Form 10-K filing, Stiehl attested to four statements that the CAC alleges were made false or misleading by his participation in the bid-rigging scheme. Finally, the CAC alleges that Sealed Air’s disclosures in its SEC filings necessary to comply with SEC Regulation S-K Items 303 (17 C.F.R. §229.303) and 105 (id. §229.105, formerly Item 503 at id. §229.503) were false and misleading because they omitted information about the bid-rigging scheme. DISCUSSION Defendants argue that the CAC alleges neither the falsehoods or misleading statements in question, nor their authors states of mind, with sufficient particularity to satisfy Fed. R. Civ. P. 9(b) and the PSLRA, 15 U.S.C. §78u-4(b) (1)-(2). EY Retention Statements Defendants first contend that the CAC does not describe with enough detail the bid-rigging scheme that plaintiffs allege rendered fraudulent Sealed Air’s repeated statement that it chose Ernst & Young to be “the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015″ by “a competitive search process” that “involved several international registered public accounting firms.” CAC
