In re Neustar Securities Litigation

83 F. Supp. 3d 671, 2015 U.S. Dist. LEXIS 9180, 2015 WL 364578
CourtDistrict Court, E.D. Virginia
DecidedJanuary 27, 2015
DocketNo. 1:14cv885(JCC/TRJ)
StatusPublished
Cited by4 cases

This text of 83 F. Supp. 3d 671 (In re Neustar Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, E.D. Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Neustar Securities Litigation, 83 F. Supp. 3d 671, 2015 U.S. Dist. LEXIS 9180, 2015 WL 364578 (E.D. Va. 2015).

Opinion

MEMORANDUM OPINION

JAMES C. CACHERlS, District Judge.

This matter is before the Court on Defendants’ Neustar, Inc. (“Neustar”), Lisa A. Hook (“Hook”), Paul S. Lalljie (“Lall-jie”), and Steven J. Edwards (“Edwards”)1 (collectively “Defendants”) Motion to Dismiss. [Dkt. 30.] For the following reasons, the Court will grant the motion.

I. Background

This case concerns the bidding process to win a lucrative government contract. Neustar, a communications data processing company, is the Local Number Portability Administrator (“LNPA”). (Am. Compl. [Dkt.. 23] ¶ 1, 21.) Number portability allows telephone customers to retain their phone number if they switch telephone service providers. (Id.) Neustar, as the LNPA, manages the Number Portability Administration Center (“NPAC”), a large central data registry that includes essentially all of the wireline and wireless telephone numbers in the United States and allows numbers to be transferred from one service provider to another. (Id.) 'Neustar’s predecessor won the only open-bidding process for this contract. (Id. ¶ 37.) As such, it has been the sole LNPA since the NPAC was created in 1997. (Id.) Neustar’s contract has been extended three times. (Id.) The current extension is set to expire in July 2015. (Id. ¶ 71.)

The counter-party to the NPAC contract is North American Portability Management LLC (“NAPM”), which represents all of the telecommunications service providers in the United States. (Id. ¶ 30.) The Federal Communications Commission [675]*675(“FCC”) has plenary authority over number portability, but is not a party to the LNPA contract. (Id. ¶ 34.) Rather, the FCC has delegated authority to the North American Numbering Council (“NANC”), which then reviews and oversees NAPM’s management of the NPAC contracts. {Id.)

In 2010, the FCC put the wheels in motion to solicit requests for proposals (“RFPs”) to select the next LNPA. {Id. ¶ 43.) As relevant here, the RFPs were due on April 5, 2013. {Id. ¶ 50.) On April 17, 2013 NAPM unexpectedly announced that, with the FCC’s approval, it was extending the deadline for the submission of proposals to April 22, 2013. {Id.) Neustar released a press release on the deadline extension the next day. {Id. ¶ 101.)2 In the press release, Edwards, senior vice president of Data Solutions, stated:

Neustar successfully submitted its proposal on April 5, 2013, which was the deadline previously announced by the NAPM. The RFP process has been a matter of public record since May 2011, was subject to a robust public comment process, and the deadline for submission of responses was published 60 days in advance of the filing deadline. The process was designed to promote competition and provided interested parties with sufficient time to meet the submission requirements. Neustar filed its response in a timely manner and in accordance with the RFP submission requirements. We remain confident in the strength of our proposal and the value to be gained by the industry and consumers if we are awarded the contract to continue in July 2015 as the local number portability administrator.

{Id. ¶ 102) (emphasis in original). Telcor-dia, a division of Ericsson, submitted its bid on April 22. {Id. ¶ 52.)

On April 24, Neustar wrote to the FCC regarding the RFP deadline extension, which it filed on the agency’s public docket. {Id. ¶ 55; Pl.’s Opp. [Dkt. 37] at 4.) Neustar stated that extending the deadline after it had already submitted its bid “perversely favorfed] bidders unable to meet the deadline” and “raises the risk that aspects of its confidential bid have been disclosed to other bidders prior to the extended deadline, including potentially through inadvertent disclosure, which would seriously prejudice Neustar.” {Id.) The decision, Neustar argued, “gives rise to concerns about the ability of one or more bidders to obtain favorable action based on undisclosed communications with the NAPM or with regulators.” {Id. ¶ 56.)

Hook, Neustar’s president and CEO, disclosed the April 24 letter to the FCC in her opening remarks on the May 2 first quarter earnings conference call,3 “emphasizing our concern that extending the deadline was inconsistent with the industry’s and the FCC’s commitment to manage a transparent and timely RFP process.” (Id. ¶ 111.) She then stated “we are confident in the strength of our proposal and it remained unchanged after the deadline extension.” (Id.) Later in the call, Hook stated that Neustar “delivered a strong proposal to renew the NPAC contract.” (Id.) She closed the call by re[676]*676iterating that Neustar “submit[ted] a compelling proposal to renew the NPAC contract.” (Id.) On the same day as the call, Neustar released a press release on its 2013 first quarter financial results. (Id. ¶ 108.) In the press release, Hook stated: “We submitted our proposal for the NPAC contract in early April, and we remain confident in our ability to provide world class [sic] service to the communications industry.” (Id. ¶ 109.)

On July 23, 2013 NAPM announced a delay in the LNPA selection timeline. (Id. ¶ 58.) NANC would submit its recommendation to the FCC by November, and the FCC would make a final selection in January 2014. (Id.) Seven days later, on July 30, Hook acknowledged this delay on Neustar’s second quarter earnings call, but stated that “[w]e remain confident that our NPAC proposal is thorough, compelling and supported by the proven track record of value we provide to our clients and consumers and businesses we serve.” (Id. ¶ 117.)

Soon thereafter, NAPM, unsatisfied with the .April bids, asked Telcordia and Neus-tar to submit their best and final offers (“BAFO”). (Id. ¶ 60.) The deadline was in September, and both companies met the deadline. (Id. ¶ 61.) However, on October 21, 2013, Neustar privately wrote to NAPM, delivering an unsolicited second BAFO and asking NAPM to consider it in place of its September bid. (Id. ¶ 63.)

On October 30, Hook reiterated her confidence in Neustar’s ability to continue as the LNPA. 'In the third quarter earnings press release, she stated: “We have continued. to position ourselves for a successful NPAC renewal.” (Id. ¶ 122.) On the third quarter earnings call, she told participants that “[w]e continue to believe that our capabilities and outstanding track record set us apart from other bidders for the next NPAC contract.” (Id. ¶ 123.) Just a few short days later, on November 3, Neustar privately renewed its request to submit a second BAFO. (Id. ¶ 67.)

Still without an answer, Hook wrote a letter to the FCC and NAPM dated January 15, 2014, asking them to consider Neustar’s second BAFO. (Id. ¶ 74.) Hook followed the letter with a call to FCC Chairman Tom Wheeler on January 21. (Id.) On January 23, Neustar disclosed the call and first letter in a redacted letter filed on the FCC’s docket. (Id.) Public viewers of the letter only saw the redaction notice. (Id.) One day later, NAPM rejected Neustar’s request to consider the second BAFO. (Id. ¶ 80.)

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Bluebook (online)
83 F. Supp. 3d 671, 2015 U.S. Dist. LEXIS 9180, 2015 WL 364578, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-neustar-securities-litigation-vaed-2015.