Neca-Ibew Health & Welfare Fund v. Goldman Sachs & Co., No. 11-2762 (2d Cir. 2012)Annotate this Case
Plaintiff appealed the district court's order dismissing a putative securities class action brought under sections 11, 12(a)(2), and 15 of the Securities Act of 1993, 15 U.S.C. 77k, l(a)(20, o, on behalf of all persons who acquired certain mortgage-backed certificates issued under the same allegedly false and misleading shelf registration statement, but sold in 17 separate offerings by 17 unique prospectus supplements. The court held that plaintiff had class standing to assert the claims of purchasers of certificates backed by mortgages originated by the same lenders that originated the mortgages backing plaintiff's certificates, because such claims implicated "the same set of concerns" as plaintiff's claims. The court further held that plaintiff need not plead an out-of-pocket loss in order to allege a cognizable diminution in the value of an illiquid security under section 11. Accordingly, the court affirmed in part and vacated in part the judgment of the district court and remanded with further instructions to reinstate plaintiff's sections 11, 12(a)(2), and 15 claims to the extent they were based on similar or identical misrepresentations in the Offering Documents associated with certificates backed by mortgages originated by the same lenders that originated the mortgages backing plaintiff's certificates.