In re Montage Technology Group Ltd. Securities Litigation

78 F. Supp. 3d 1215, 2015 U.S. Dist. LEXIS 10636, 2015 WL 392669
CourtDistrict Court, N.D. California
DecidedJanuary 29, 2015
DocketCase No. 14-cv-00722-SI
StatusPublished
Cited by2 cases

This text of 78 F. Supp. 3d 1215 (In re Montage Technology Group Ltd. Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, N.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Montage Technology Group Ltd. Securities Litigation, 78 F. Supp. 3d 1215, 2015 U.S. Dist. LEXIS 10636, 2015 WL 392669 (N.D. Cal. 2015).

Opinion

[1218]*1218ORDER DENYING MOTION TO DISMISS

Re: Dkt. No. 42

SUSAN ILLSTON, United States District Judge

Defendants Montage Technology Group Limited (“Montage”), Howard C. Yang, Stephen Tai, and Mark Voll move to dismiss the consolidated amended complaint (“CAC”) filed by plaintiffs Martin Graham, et al. The motion, which seeks dismissal for failure to state a claim upon which relief can be granted and on grounds of forum non conveniens, is scheduled for hearing on January 30, 2015. Pursuant to Civil Local Rule 7 — 1(b), the Court determines that this matter is appropriate for [1219]*1219resolution without oral argument and VACATES the hearing. For the reasons set forth below, the Court DENIES defendants’ motion to dismiss.

BACKGROUND

Defendant Montage is a Cayman Islands corporation, headquartered and primarily conducting business in China. CAC ¶ 3. Through its subsidiaries, Montage also conducts business in Hong Kong, Taiwan, and the United States. CAC ¶ 15. During all relevant times, its shares traded in the United States on NASDAQ.1 CAC ¶ 3. Individual defendants Howard C. Yang, Stephen Tai, and Mark Voll are, respectively, the Chief Executive Officer (“CEO”), President, and Chief Financial Officer (“CFO”) of Montage. CAC ¶¶ 16-19.

Plaintiffs are a class of persons and entities who purchased securities of Montage from September 25, 2013, to February 6, 2014, and did not sell the securities before February 6, 2014. CAC ¶ 2. Plaintiffs allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. CAC ¶ 2.

In August 2013, the Securities and Exchange Commission (SEC) declared effective a Form S-l (the “2013 Registration Statement”) that Montage filed in connection with its initial public offering. CAC ¶ 21. The Registration Statement represented that 82 percent of Montage’s net revenue came through independent distributors. CAC ¶ 23. The largest of these distributors, LQW, accounted for 50 percent of Montage’s revenue for fiscal year 2012 and 67 percent of its revenue for the first six months of fiscal year 2013. Id. Each of the individual defendants signed the 2013 Registration Statement. CAC ¶ 28.

Montage subsequently filed with the SEC a Form 10-Q for the third quarter of fiscal year 2013, as well as 2014 Registration Statement. CAC ¶¶ 29, 32. Each of these filings stated that revenue from LQW constituted 71 percent of Montage’s revenue for the nine months ended September 30, 2013. CAC ¶¶ 29, 24.

On February 6, 2014, analyst firm Gravity Research issued a report alleging that LQW is owned and controlled by an undisclosed affiliate of Montage, Shanghai Montage Microelectronics Co. Ltd. (“SMMT”). CAC ¶ 38. Montage stock prices fell over 25 percent in the two days following publication of the Gravity report. CAC ¶ 39.

Plaintiffs filed suit shortly thereafter. Dkt. No. 1. On the basis of their own investigation corroborating the Gravity report, see CAC ¶ 1, they allege that Montage committed fraud by failing to disclose in its SEC filings, as required by generally accepted accounting principles (“GAAP”), that its dealings with LQW were related party transactions. CAC ¶ 5. A litany of financial, familial, managerial, and spatial connections forms the basis of plaintiffs’ allegation that LQW is a related party to Montage. See CAC ¶¶ 41-66. The Court will provide only a brief summary.

LQW was founded in 2011 by a former employee of Defendant Yang, and acquired by SMMT four months later. CAC ¶¶ 41-42. SMMT, in turn, was founded in 2008 as a joint venture between Montage officer/Director of Engineering Lei (Larry) Wu and a wholly owned subsidiary of Montage. CAC ¶43. As of July 2009, the subsidiary no longer owned any portion of SMMT, but Wu maintained majority ownership until around July 2012. CAC ¶¶ 50-51. By that time, individuals named Yan Zhu (“Yan”) and Chen Yueci owned 60 [1220]*1220percent and 40 percent respectively. CAC ¶ 51. Yan, the majority owner of SMMT, is the legal representative of a company controlled by the parents of defendant Stephen Tai. CAC ¶ 52.

Plaintiffs allege further ties between Montage and SMMT. For instance, SMMT and Montage have a common phone number on certain websites. CAC ¶ 54. Montage allegedly posts job listings referring to SMMT as a subsidiary. CAC ¶ 55. Plaintiffs’ June 2013 inquiry into the office addresses of LQW and SMMT brought plaintiffs’ investigator to a padlocked warehouse door, and to an office building that SMMT did not occupy, but which Montage previously had. CAC ¶¶ 56-59. At the office address Montage reports for itself on its website, front desk staff told plaintiffs’ investigator that SMMT occupied the same floors as Montage, and was “part of Montage.” CAC ¶ 60.

Several former employees of Montage spoke with plaintiffs’ investigator. See CAC ¶¶ 6366. One employee who worked for Montage during the relevant period described SMMT as a “shell company established for tax evasion,” operated by the same people who operate Montage. CAC ¶ 65. Another described LQW as “a Hong Kong company to pass through.” CAC ¶ 66.

On the basis of the foregoing information, plaintiffs’ allege that LQW is a related party to Montage, and that Montage’s failure to disclose its dealings with LQW as related party transactions made its SEC filings false and misleading. CAC ¶5.

, On September 22, 2014, defendants filed a motion to dismiss the CAC under Rule 12(b)(6) of the Federal Rules of Civil Procedure, and on grounds of forum non con-veniens. Docket No. 42. Defendants claim that plaintiffs have not properly pleaded a material omission, scienter, or loss causation to support a Rule 10b-5 claim. Def.’s Mot. Dismiss 6-13. Defendants also request dismissal of plaintiffs’ Section 20(a) claims against the individual defendants on the grounds that plaintiffs have not properly pleaded a 10b-5 claim, and because plaintiffs have adduced no facts to support the allegation that individual defendants had control over the allegedly misleading disclosures. Id. at 13. Finally, defendants request dismissal of this action in favor of an alternative forum in the People’s Republic of China (“PRC”). Id. at 13-19.

LEGAL STANDARD

To survive a Rule 12(b)(6) motion to dismiss, the plaintiff must allege “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). This “facial plausibility” standard requires the plaintiff to allege facts that add up to “more than a sheer possibility that a Defendant has acted unlawfully.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). While courts do not require “heightened fact pleading of specifics,” a plaintiff must allege facts sufficient to “raise a right to relief above the speculative level.” Twombly, 550 U.S. at 544, 555, 127 S.Ct. 1955. “A pleading that offers ‘labels and conclusions’ or ‘a formulaic recitation of the elements of a cause of action will not do.’ ” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955).

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78 F. Supp. 3d 1215, 2015 U.S. Dist. LEXIS 10636, 2015 WL 392669, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-montage-technology-group-ltd-securities-litigation-cand-2015.