University of Puerto Rico Retirement System v. Ocwen Financial Corp., No. 18-12250 (11th Cir. 2019)Annotate this Case
The Retirement System filed a private securities fraud action under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and the SEC's Rule 10b-5, claiming that it had detrimentally relied on Ocwen's materially misleading statements and omissions concerning the likelihood of achieving regulatory compliance. The district court dismissed the complaint for failure to identify any material misrepresentations or omissions or otherwise state a claim against Ocwen for securities fraud.
The Eleventh Circuit affirmed and held that, even considering the Retirement System's allegations in the most favorable light, the complaint fell short of alleging any actionable misrepresentations or omissions under section 10(b) and Rule 10b-5, or any other cognizable securities law violation. In this case, some statements made by Ocwen were immaterial puffery, some were mere statements of opinion, some fell within the Private Securities Litigation Reform Act's safe-harbor forward-looking statements, and others were simply not alleged to be false. Furthermore, nothing that Ocwen failed to disclose rendered already-disclosed information misleading in context.