TCP Diversified Technology Fund, Individually and On Behalf of All Others Similarly Situated v. Gaotu Techedu Inc, F/K/A GSX Techedu Inc., Xiangdong Chen, and Nan Shen

CourtDistrict Court, E.D. New York
DecidedOctober 24, 2025
Docket1:22-cv-07966
StatusUnknown

This text of TCP Diversified Technology Fund, Individually and On Behalf of All Others Similarly Situated v. Gaotu Techedu Inc, F/K/A GSX Techedu Inc., Xiangdong Chen, and Nan Shen (TCP Diversified Technology Fund, Individually and On Behalf of All Others Similarly Situated v. Gaotu Techedu Inc, F/K/A GSX Techedu Inc., Xiangdong Chen, and Nan Shen) is published on Counsel Stack Legal Research, covering District Court, E.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
TCP Diversified Technology Fund, Individually and On Behalf of All Others Similarly Situated v. Gaotu Techedu Inc, F/K/A GSX Techedu Inc., Xiangdong Chen, and Nan Shen, (E.D.N.Y. 2025).

Opinion

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NEW YORK ----------------------------------------------------------X TCP DIVERSIFIED TECHNOLOGY FUND, Individually and On Behalf of All Others Similarly Situated,

Plaintiffs,

ORDER -against- 22 CV 7966 (PKC) (CLP)

GAOTU TECHEDU INC, F/K/A/ GSX TECHEDU INC., XIANGDONG CHEN, and NAN SHEN,

Defendants. ----------------------------------------------------------X POLLAK, United States Magistrate Judge: Lead plaintiff TCP Diversified Technology Fund and Named Plaintiff Jun Ye have brought a putative class action against defendant entity Gaotu Techedu Inc. (“Gaotu”), as well as individual defendants Xiangdong Chen and Nan Shen, for violations of the federal securities law, under the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995 (“PSLRA”), 15 U.S.C. §§ 78j(b) and 78t(a), and Rule 10b-5 promulgated thereunder, 17 C.F.R. § 240.10b-5. (Am. Compl.1 ¶ 6). Plaintiffs are stockholders who acquired publicly-traded shares of Gaotu between March 5, 2021 and July 23, 2021 (the “class period”), and who seek damages for alleged misrepresentations and omissions by defendants regarding the impact on Gaotu’s business of the People’s Republic of China (PRC)’s then-new Double Reduction Regulations (“DRR”). (Id. ¶¶ 1, 2).

1 Citations to “Am. Compl.” refer to plaintiffs’ Amended Complaint, filed October 16, 2023 (ECF No. 31). Currently before the Court are plaintiffs’ “Motion for a pre-motion conference” (“Pl. Mot.2”) and defendants’ Motion to compel discovery (“Def. Mot.”3). For the reasons set forth below, defendants’ Motion is denied without prejudice to renew. Plaintiffs’ Motion is granted in part and denied in part.

FACTUAL AND PROCEDURAL BACKGROUND Plaintiff Joshua Zhang filed a Complaint on December 30, 2022, alleging that defendants Xiangdong Chen, Gaotu Techedu Inc. f/k/a GSX Techedu Inc., and Nan Shen knowingly or recklessly made materially false and misleading statements during the alleged class period4 of

March 5, 2021 to July 23, 2021. (Compl.5 ¶¶ 1, 2, 7-9, 17-19). These false statements allegedly misled investors in Gaotu, an online after-school tutoring company, about the impending adverse effects on Gaotu’s operations and the value of Gaotu securities of the DRR, which was a new set of regulations issued in July 2021 by the government of the People’s Republic of China, relating to online tutoring. (Id. ¶¶ 1, 19-21, 38-39). On August 16, 2023, the Court appointed TCP Diversified Technology Fund as the lead plaintiff in this action. (ECF No. 28). On October 16, 2023, plaintiffs filed an Amended Complaint (ECF No. 31).

On June 20, 2024, defendants filed a motion to dismiss the Amended Complaint. (ECF Nos. 39-40). The district court denied defendants’ motion to dismiss, finding that, between April

2 Citations to “Pl. Mot.” refer to plaintiffs’ “Letter Motion for Pre-Motion Conference,” filed September 8, 2025 (ECF No. 62). The Court does not require pre-motion conferences for discovery disputes. Plaintiff’s Motion is construed as a motion to compel discovery.

3 Citations to “Def. Mot.” refer to defendants’ “Letter Motion for Discovery,” filed September 8, 2025 (ECF No. 63).

4 The class period has since been shortened to April 26, 2021 to July 23, 2021, in light of the district court’s ruling that plaintiffs’ claims based on March 5, 2021, earnings call statements are not actionable. (ECF No. 49, at 27; see also Pl. Mot. at 2 (acknowledging this date range).

5 Citations to “Compl.” refer to plaintiffs’ initial Complaint, filed December 30, 2022 (ECF No. 1). 26, 2021 and July 23, 2021, defendants had misled investors in Gaotu securities by making public statements concealing the DRR’s effects on Gaotu’s business and share value—namely, that the DRR prohibited after-school tutoring companies for grades K-9 from raising capital or going public. (ECF No. 49).

Defendants filed their Answer to plaintiffs’ Amended Complaint on April 7, 2025. (ECF No. 55). The parties began engaging in discovery and filed a joint status report on August 6, 2025, informing the Court of the progress of discovery. (ECF No. 61). On September 8, 2025, pursuant to the Court’s Order, dated August 7, 2025, the parties each submitted a motion identifying outstanding discovery disputes. These motions are now before the Court.

In plaintiffs’ pending Motion, plaintiffs ask the Court to adopt plaintiffs’ proposed Relevant Time Period for document production, compel defendants to supplement their responses to plaintiffs’ Interrogatory No. 4, and adjust the current discovery schedule given the unclear timeline of the PRC authorities’ review of the documents plaintiffs request. (Pl. Mot.). Defendants, in their Motion for a discovery order, ask the Court to compel plaintiffs to produce identifying information about certain confidential witnesses, referred to as the “former employees” (“FE”s), on whose testimony plaintiffs’ allegations are partly founded. (Def. Mot.). The Court addresses each issue separately. DISCUSSION

I. Plaintiffs’ Motion to Compel A. Relevant Time Period 1) The Parties’ Arguments Plaintiffs assert that the Relevant Time Period for document production should span from January 1, 2021 to April 26, 2022. (Pl. Mot. at 1). Plaintiffs ask the Court to Order defendants to produce responsive documents dated between January 1, 2021, and April 26, 2022, because, according to plaintiffs, this fifteen-month period covers the fiscal year in which the alleged

events occurred and ends on the date defendant company Gaotu issued its annual report for that fiscal year. (Id. at 2). Plaintiffs seek the Court’s adoption of this date range because they intend to show “various, significant business changes that [defendants] implemented in the months leading up to the DRR followed by the significant business changes that went into effect following the DRR.” (Id. at 3). According to plaintiffs, any post-class period evidence of “adaptive measures” by Gaotu

may be probative of defendants’ knowledge and planning that predated the PRC’s public disclosure about the DRR, including during the class period, when defendants made the allegedly misleading statements. (Id. (citing In re Scholastic Corp. Sec. Litig., 252 F.3d 63, 73 (2d Cir. 2001) (holding that “post-class period data may be relevant to determining what a defendant knew or should have known during the class period”))). Plaintiffs seek to conduct further discovery into how the changes in Gaotu’s business came about, and what defendants were planning in the leadup to the DRR’s official enactment. (Pl. Reply6 at 1-2). Plaintiffs seek to

6 Citations to “Pl. Reply” refer to plaintiffs’ “Reply in Support” of their “Letter Motion for Pre Motion Conference,” filed September 18, 2025 (ECF No. 66). extend the Relevant Time Period to April 26, 2022, the date Gaotu’s annual report was published, so that they can discover “the most meaningful and immediate evidence of Defendants’ preparation for and knowledge of the DRR prior to and after its implementation.” (Pl. Mot. at 2).

By contrast, defendants urge the Court to adopt a more restrictive Relevant Time Period. Plaintiffs indicate that defendants initially agreed to an eleven-month time period: January 1, 2021 to September 30, 2021, and February 26, 2022 to April 26, 2022. (Pl. Mot. at 3).

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TCP Diversified Technology Fund, Individually and On Behalf of All Others Similarly Situated v. Gaotu Techedu Inc, F/K/A GSX Techedu Inc., Xiangdong Chen, and Nan Shen, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tcp-diversified-technology-fund-individually-and-on-behalf-of-all-others-nyed-2025.