Wu, et al. v. Stomber, et al., No. 12-7088 (D.C. Cir. 2014)Annotate this Case
Plaintiffs, former Carlyle Capital investors, filed suit alleging that Carlyle Capital made material misstatements and omissions in its June 2007 sale of securities and thereby violated the federal securities laws. Plaintiffs also alleged violations of Dutch law. The court concluded that, given the accurate disclosure in the initial June 19 Offering Memorandum and the additional accurate disclosure in the June 29 Supplemental Memorandum, plaintiffs have not sufficiently alleged any material misstatements or omission. Carlyle Capital had no duty under federal securities laws to make further disclosures in the Offering Memorandum or to the press release accompanying the Supplemental Memorandum. Therefore, the district court properly dismissed plaintiffs' federal claims. Applying the choice-of-law rules for the District of Columbia, not Dutch law, the court concluded that plaintiffs failed to sufficiently allege common-law fraud or misrepresentation.