City of Pontiac v. UBS AG et al., No. 12-4355 (2d Cir. 2014)Annotate this Case
Plaintiffs, a group of foreign and domestic institutional investors, filed a putative class action against UBS and others, alleging violations of sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. 78j(b), 78t(a), and Rule 10b-5, 17 C.F.R. 240.10b-5. The district court dismissed all claims with prejudice. The court concluded that the Supreme Court's decision in Morrison v. National Australia Bank Ltd. precluded claims brought under the Exchange Act by purchasers of shares of a foreign issuer on a foreign exchange, even if those shares were cross-listed on a United States exchange; claims brought under the Securities Act of 1933, 15 U.S.C. 77a et seq., based on disclosures made in connection with a UBS June 13, 2008 registered rights offering were properly dismissed because they were immaterial and/or inactionable "puffery;" and Exchange Act claims arising out of defendants' statements regarding positions in, and valuation of, mortgage-related assets were properly dismissed for failure to adequately plead a material misrepresentation or scienter. Accordingly, the court affirmed the judgment of the district court.