RENREN INC DERIVATIVE LITIGATION v. XXX (2021)

The following e-filed documents, listed by NYSCEF document number (Motion 021) 758, 759, 760, 761, 762, 763, 764, 765, 766, 767, 768, 769, 770, 771, 772, 773, 774, 777, 778, 779, 780, 781, 782, 783, 784, 785, 786, 787, 788, 810, 811, 812, 813, 814, 815, 816, 817, 818, 819, 820, 821, 822, 823, 824, 825, 826, 827, 828, 829, 830, 831, 832, 833, 834, 835, 836, 837, 838, 839, 840, 842, 843, 844, 846, 847, 848, 849 were read on this motion to/for COMPROMISE.

Reference is made to a decision and order, dated December 10, 2021 (the Prior Decision; NYSCEF Doc. No. 846). Terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Prior Decision.

During oral argument (12.9.2021), Plaintiffs' counsel indicated that some of the plaintiffs in this case are “new shareholders” (e.g., Tr. at 7, lines 18-19; NYSCEF Doc. No. 849) — shareholders who purchased their shares after the Record Date (i.e., the close of business of the day immediately preceding the announcement of the transaction which forms the basis for this litigation). Because these investors could not possibly have been defrauded and there could have been no breach of fiduciary duty as such breach of fiduciary is alleged in the complaint as these investors knew exactly what they were buying and because the market is efficient and these investors purchased their interests at an appropriate price factoring in the transaction, the Defendants are given leave to file an order to show cause seeking dismissal as it relates to these plaintiffs and any additional interests purchased by any other plaintiffs after the Record Date by January 14, 2022. Opposition shall be filed by January 28, 2022. The court shall hear the motion on January 31, 2022 at 10 am to the extent the court deems oral argument necessary after review of the submissions. For the avoidance of doubt, the filing of this order to show cause shall not preclude any other responsive pleading filed by notice of motion.

Andrew Borrok, J.