Navient Fails to Dismiss Shareholder Suit Over 'Forbearance Scheme' Statements
U.S. District Judge Robert Kugler said Navient failed to demonstrate that the complaint lacks the requisite elements of material falsity, scienter and loss causation.
December 30, 2019 at 05:29 PM
5 minute read
A federal judge in Camden, New Jersey, has denied a motion by student loan servicer Navient Corp. to dismiss a shareholder suit.
U.S. District Judge Robert Kugler of the District of New Jersey said Navient failed to demonstrate that the complaint lacks the requisite elements of material falsity, scienter and loss causation.
Navient Corp. and three company executives are accused in the suit of misleading investors with their public statements in response to suits against the company by the Consumer Financial Protection Bureau and state attorneys general accusing it of predatory lending practices. The CFPB suit and others filed by attorneys general in California, Illinois, Mississippi, Pennsylvania and Washington accuse the company of running a "forbearance scheme" where borrowers who fall behind on loan payments are encouraged to go into forbearance, where payments are suspended but interest continues to accrue, instead of offering an income-driven repayment plan.
The securities suit also claims that an October 2017 lawsuit filed against Navient by Pennsylvania Attorney General Josh Shapiro caused the company's stock to fall 14% in one day and that a November 2018 Associated Press article depicting Navient as running a forbearance-steering scheme caused a one-day decline of 11% in the company's stock price.
The suit is filed on behalf of persons who owned Navient securities between Jan. 18, 2017, and Nov. 20, 2018. Besides Navient, John Remondi, who was its chief executive during the class period, and Somsak Chivavibul and Christian Lown, who each served as chief financial officer for portions of the class period, are also named as defendants.
Kugler refused to dismiss the suit after denying a request by Navient that he take judicial notice of two exhibits that are not part of the pleadings in the case.
He said the authenticity of one exhibit, a statement from the U.S. Department of Education in response to an Associated Press article about Navient, could not be established. The other document, consisting of a brief and exhibits filed by Navient in the suit filed against it by CFPB, was rejected because case law does not permit the court to take judicial notice of a document detailing a party's version of facts and legal arguments from another case.
The suit claims Navient violated Section 10b-5 of the Securities Exchange Act of 1934, which makes it illegal to use "any manipulative or deceptive device or contrivance" in connection with the purchase or sale of any security, Kugler wrote. To make a claim for a violation of Section 10b-5, a plaintiff must allege with particularity that a defendant made a materially false or misleading statement or omitted to state a material fact necessary to make a statement not misleading, that the defendant acted with scienter and that the plaintiff was injured by its reliance on the misstatement or omission, Kugler said. To dismiss the complaint, the defendant must demonstrate that the plaintiff fails to plead any of those elements.
To meet the materially false or misleading statement standard, the plaintiffs relied on a 2017 audit of Navient's forbearance practices by the U.S. Department of Education's Federal Student Aid Office. Kugler said Navient "provided no reason why it would be inappropriate" for the suit to rely on factual allegations from the FSA audit.
Kugler accepted most of the reasons cited in the suit to meet the scienter standard: the FSA audit, allegations in the suits by the CFPB and attorneys general and the centrality of the forbearance scheme to Navient. But he rejected the suit's claim that the scienter standard was supported by allegations that the defendants had the motive to steer debtors into forbearance. The suit cited bonuses paid to Navient's officers under the company incentive plan that were higher because of the company's forbearance-steering. But Kugler said courts "generally do not find financial bonuses alone adequate for scienter purposes. Because plaintiff's motive allegations are based primarily on defendants' desire to increase their compensation and to secure loan contracts, the court finds these allegations unavailing," Kugler said.
Still, all the facts alleged, taken collectively, give rise to a strong inference of scienter, Kugler said.
Kugler also found that the allegations of a 14% stock drop after the Pennsylvania attorney general sued Navient was sufficient to establish loss causation, since it disclosed a new time period when the alleged forbearance-steering scheme operated and was immediately followed by a decline in the price of Navient's stock.
Kevin McDonough of Latham & Watkins in New York, representing Navient, Remondi, Chivavibul and Lown, did not respond to a request for comment about the ruling.
Eduard Korsinsky of Levi & Korsinsky in New York, representing the plaintiffs and the class, also did not return a call requesting comment.
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