Steginsky v. Xcelera Inc.
Even if proved, claims that controlling shareholders allegedly permitted a tech company's stock prices to fall from $110 to 25 cents per share, to permit controlling shareholders to use a shell company to purchase the stock years later, may be insufficient to prove securities fraud. The plaintiffs alleged the following facts, which have not been proven. In the 1990s, Xcelera was a fast growing technology company owned by Alexander and Gustav Vik, and their father. Xcelera's stock fell from $110 per share to $1 per share. The American Stock Exchange delisted the company and deregistered its securities. The company went private. Alexander and Gustav Vik lost approximately $225 million in stock value. Alexander and Gustav arranged for a former Xcelera director to form a shell company, OFC Limited in Malta. In 2010, OFC offered to buy 10,000 shares of Xcelera from shareholders at 25 cents per share. The plaintiffs sued Alexander and Gustav Vik and Xcelera, alleging the defendants schemed to depress the market price of Xcelera stock in 2004, and proceeded to form a shell company and to buy back stock at artificially low prices in 2010. To prevail on securities fraud, plaintiffs must plead sufficient facts to establish deceptive intent, or scienter. The District Court found that the plaintiffs' complaint failed to explain how Alexander and Gustav Vik knew that Xcelera's value would rally, several years after a market bubble led to a decreased devaluation. The plaintiffs failed to explain how defendants knew Xcelera would navigate both a national recession and a realignment in Internet technology, from products toward services, in order to reinvent the business. Alternatively, the plaintiffs failed to allege that the defendants obtained a windfall that offset huge initial losses. The plaintiffs also failed to allege an omission or material misstatement, as required to state an insider trading claim. The District Court granted the defendants' motion to dismiss allegations of securities fraud and insider trading.