Fasano v. Guoqing Li, No. 20-3131 (2d Cir. 2022)Annotate this Case
Plaintiffs suing individually and on behalf of others similarly situated, appealed from an August 2020 judgment of the United States District Court for the Southern District of New York, on the ground of forum non conveniens, their amended complaint against defendants E‐Commerce China Dangdang Inc. (ʺDangdangʺ), its controlling shareholders, and others, alleging negligent misrepresentation, breach of fiduciary duty, and violations of Sections 10(b), 13(e), and 20(a) of the Securities Exchange Act of 1934 (ʺExchange Actʺ) and rules promulgated thereunder, in connection with Dangdangʹs 2016 ʺgoing‐privateʺ merger and the purchase by its controlling shareholders of its outstanding publicly‐traded shares, listed as American Depositary Shares (or ʺADSsʺ) on the New York Stock Exchange (or ʺNYSEʺ).
On appeal, plaintiffs argue principally that the district court erred in concluding that the forum selection clause was not applicable to all of the defendants and to all of plaintiffsʹ claims, and in according unwarranted weight to public‐interest factors pointing toward dismissal.
The Second Circuit vacated and remanded the district court’s judgment concluding that the forum selection clause was not applicable to all of defendants and to all of plaintiffsʹ claims. The court held the district court principally misinterpreted the scope of the forum selection clause.