In re Signet Jewelers Ltd. Sec. Litig.

389 F. Supp. 3d 221
CourtDistrict Court, S.D. Illinois
DecidedJune 11, 2019
DocketNo. 16 Civ. 6728 (CM) (RWL)
StatusPublished
Cited by1 cases

This text of 389 F. Supp. 3d 221 (In re Signet Jewelers Ltd. Sec. Litig.) is published on Counsel Stack Legal Research, covering District Court, S.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Signet Jewelers Ltd. Sec. Litig., 389 F. Supp. 3d 221 (S.D. Ill. 2019).

Opinion

McMahon, C.J.:

Defendants Signet Jewelers Limited ("Signet") and certain of its senior executives (collectively, the "Defendants") move for judgment on the pleadings, pursuant to Fed. R. Civ. P. 12(c), asking the Court to dismiss all securities fraud allegations against them based upon statements contained in Signet's code of conduct. (Dkt. No. 149.) The gravamen of their motion is that the Second Circuit's recent decision in Singh v. Cigna Corp. , 918 F.3d 57 (2d Cir. 2019) requires the Court to, in effect, revisit its recent decision denying Defendants' motion to dismiss.

Defendants' motion is denied.

I. Factual and Procedural Background

The Court presumes the parties' familiarity with the facts of this case, which were detailed in the Court's November 26, 2018 Decision and Order Denying Defendants'

*224Motion to Dismiss the Fifth Amended Class Action Complaint. (See Dkt. No. 120.) See also In re Signet Jewelers Ltd. Sec. Litig. , No. 16 CIV. 6728 (CM), 2018 WL 6167889 (S.D.N.Y. Nov. 26, 2018). As set forth in that opinion, Lead Plaintiff the Public Employees' Retirement System of Mississippi (hereinafter referred to as the "Plaintiff") alleges that Defendants committed securities fraud in two distinct forms: by misrepresenting (i ) the health of Signet's credit portfolio and (ii ) the company's alleged "pervasive" culture of sexual harassment. (Fifth Amended Complaint ("FAC") ¶ 300, dated Mar. 22, 2018, Dkt. No. 111.) Defendants' present motion implicates the second category of fraudulent misstatements. Thus, the Court will re-summarize Plaintiff's allegations, but only as to that second category, for purposes of addressing the instant motion.

a. Signet's Corporate Culture

On March 18, 2008, a class of current and former female Signet employees filed a putative class action in this District, alleging that employees of a wholly owned subsidiary of Signet, Sterling Jewelers, Inc. ("Sterling"), were subjected to gender discrimination through improper promotion and compensation practices, in violation of Title VII and the Equal Pay Act. See Jock et al. v. Sterling Jewelers, Inc. , No. 08 Civ. 2875 (S.D.N.Y.) (Rakoff, J. ). Pursuant to an arbitration provision in Sterling's employment agreement, the matter was referred to a confidential arbitration (hereinafter referred to as "Jock " or the "Jock Litigation"). (FAC ¶ 179.)

Signet first disclosed the Jock Litigation in a Form 6-K filed with the Securities and Exchange Commission ("SEC") on March 20, 2008, stating that the lawsuit "is based on the allegations of 15 former and current employees working in a few stores.... When these allegations first surfaced, they were investigated. That investigation failed to substantiate the allegations." Signet Jewelers Ltd., Special Report of Foreign Issuer (Form 6-K) (Mar. 20, 2008).

After the United States Equal Employment Opportunities Commission ("EEOC") filed a lawsuit against Sterling on substantially the same basis (FAC ¶ 180), Signet filed another Form 6-K, supplementing its previous public disclosure to include a statement that, "The US Equal Opportunities [sic ] Commission has filed a separate lawsuit alleging that US store-level employment practices are discriminatory as to compensation and promotional activities[,]" Signet Jewelers Ltd., Special Report of Foreign Issuer (Form 6-K), Note 9 (Mar. 25, 2009).

After a request from the SEC to supplement its disclosures with a "brief[ ] descri[ption of] the factual basis alleged to underlie the class action proceedings" (id. ¶ 189), Signet disclosed that Jock was a suit "by private plaintiffs alleging that US store-level employment practices are discriminatory as to compensation and promotional activities[,]" Signet Jewelers Ltd., Annual Report (Form 10-K), at 119 (Mar. 30, 2011). This characterization of the Jock Litigation appears in Signet's SEC filings up to the end of the Class Period. See, e.g. , Signet Jewelers Ltd., Annual Report (Form 10-K), at 122 (Mar. 16, 2017).

As part of the Jock Litigation, the claimants filed for class certification, in which the briefing on that issue included approximately 250 declarations from nearly 200 employees detailing their experiences at Sterling. (Id. ¶¶ 181, 275.) Because the arbitration proceedings were confidential, those declarations were not initially made public; instead, counsel for the plaintiffs in that case posted on its website a version of its class certification brief with Signet-approved redactions. (Id. ¶ 182.) The redacted brief contained limited information from the declarations and, according to Plaintiff, *225"obscured" the nature of the allegations contained therein. (Id. ¶ 183.)

On November 26, 2013, Signet disclosed that, "In mid-October 2013, Sterling filed its opposition to Claimants' class certification motion, its disclosure of its experts and their reports, as well as three motions to exclude the reports of Claimants' experts and a motion to strike Claimants' declarations and attorney summaries." Signet Jewelers Ltd., Quarterly Report (Form 10-Q) Item 1, Note 13 (Nov. 26, 2013). It did not elaborate on the content of the allegations of contained in those moving papers - including those that were contained in the declarations from Signet's employees. Id.

The declarations were publicly disclosed on February 26, 2017 - albeit still with certain "company-approved redactions." They contain various allegations that sexual harassment, rather than being confined to "store-level employees," was rampant at Signet at all levels, including among senior executives. (Id. ¶¶ 204-205.) Among other allegations, the declarations alleged that the ranks of Signet's executives were filled with "womanizers," "playboy[s]," and serial sexual harassers who made "sexual conquests of female associates." (Id. ¶¶ 206-216.) Sexual harassment allegedly occurred in the ordinary course of business and at the company's annual "Managers' Meetings," which were described as "sexcapades" where male executives "sexually prey[ed]" on female subordinates and engaged in "sexually promiscuous activity" with "subordinate female managers." (Id. ¶¶ 216, 209-16, 218-31, 233-40, 242-52, 255, 257-68, 279, 287, 291-92.) Declarants also alleged that female employees were propositioned to engage in sexual behavior in exchange for employment advancement opportunities; those who accepted were rewarded by way of promotion, and those who declined or reported the activity to an anonymous hotline were retaliated against. (Id. ¶¶ 242-68, 280-82, 284, 292.) Specific allegations of sexual misconduct were even leveled against Signet's then-CEO, Mark Tight, who is a Defendant in this action. (Id. ¶¶ 226-27, 279.)

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Bluebook (online)
389 F. Supp. 3d 221, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-signet-jewelers-ltd-sec-litig-ilsd-2019.