| Court: | United States District Court for the Southern District of New York |
| Case Number: | 1:22-cv-03026 |
| Class Period: | 03/25/2022 - 04/04/2022 |
| Case Leaders: | John C. Browne, Jeremy P. Robinson, Katherine M. Sinderson |
| Case Team: | Jonathan G. D’Errico, Jasmine Cooper-Little |
This securities class action is filed in the U.S. District Court for the Southern District of New York on behalf of investors in Twitter, Inc. (“Twitter” or the “Company”), who sold Twitter stock between March 25, 2022, to April 4, 2022 (the “Class Period”). The case alleges claims under Section 10(b) of the Exchange Act and Rule 10b-5 against Elon Musk (“Musk” or “Defendant”). The Honorable Andrew L. Carter Jr. is presiding over the case.
The Complaint alleges that beginning in January 2022, Musk started to acquire shares of Twitter. By March 14, 2022, Musk had acquired more than a 5% ownership stake in Twitter triggering his obligation to file a to file a Schedule 13 with the U.S. Securities and Exchange Commission (“SEC”) within ten days of passing the 5% ownership threshold in Twitter, pursuant to Section 13(d) of the Exchange Act and SEC Rule 13d-1 promulgated thereunder, 17 C.F.R. § 240.13d-1(a).
On April 4, 2022, when Musk finally filed the required Schedule 13, revealing his ownership stake in Twitter, the Company’s shares rose from a closing price of $39.31 per share on April 1, 2022, to close at $49.97 per share on April 4, 2022 – an increase of approximately 27%. By April 4, 2022, Musk had already acquired a 9.2% stake in the Company.
The action asserts claims under Section 10(b) of the Securities Exchange Act on behalf of Twitter investors that sold their shares during the Class Period – the period during which Musk was secretly acquiring his stake in Twitter.
On September 2, 2022, the court appointed Oklahoma Firefighters Pension and Retirement System to Serve as Lead Plaintiff and BLB&G as Lead Counsel for the Class. On November 18, 2022, Lead Plaintiff filed its Complaint.
Defendants filed their motion to dismiss on January 30, 2023. Lead Plaintiff’s Opposition to this motion is due on March 31, 2023. On May 1, 2023, Defendants will file a reply in further support of their motion to dismiss.