b'hole in plaintiffs theory for liability as the entiredeclining rate. Similarly, the court reiterated that plaintiffs complaint was premised upon the alleged decline offailed to plead facts showing Dropboxs alleged declining Dropboxs user conversion rate. The court explaineduser-conversion rate was the direct reason for decreasing that, while plaintiffs credited a purported decline inrevenue as opposed to other factors, rebutting plaintiffs Dropboxs user conversion ratea metric Dropboxcontention that Dropbox failed to disclose a trend of does not discloseas causing the companysdeclining user-conversion rate. The court added that, revenue growth rate to decline, this was nothingeven taking as true that Dropbox suffered a declining more than speculation and it was equally plausibleuser-conversion rate, plaintiffs failed to allege the trend that Dropboxs revenue growth rate decline could bewas material in light of the fact that Dropboxs revenue traced to Dropboxs other two revenue drivers or tocontinued to grow after the IPO. The court also held some combination of all three metrics. The court alsothat plaintiffs failed to allege defendants knowledge agreed with defendants that Dropbox had no dutynecessary for an Item 303 violation, explaining [i]t is to disclose free-to-paid user conversion numberssimply nonsensical for Plaintiffs to contend, on one hand, because that number was subsumed within the totalthat the Court should infer Defendants knew of a declining number of paying users that Dropbox did disclose. Theuser conversion trend because of a slowing rate of paying court thus reasoned that the success of the companysuser growth and, on the other, that Dropboxs disclosure business model was adequately captured throughof this paying user growth statistic was insufficient to metrics the company disclosed. The court also agreedrelieve them of liability under Item 303.with defendants that challenged statements of accurateFinally, the court granted the motions to dismiss on the historical data were not misleading, noting plaintiffsalternative ground that plaintiffs complaint was time-failed to allege any facts that directlyor evenbarred by the Securities Acts one-year bar, explaining indirectlyundermined those statements. Finally, theif plaintiffs knew of the alleged misstatements in court held that the challenged statement regarding userthe Registration Statement prior to October 4, 2018 characteristics was an inactionable opinion, reasoning one year before filing the initial complaintthe that plaintiffs failed to allege that Dropbox did not holdclaim would be time barred. Dropbox made financial the beliefs it stated or that any of the facts supportingannouncements showing declining revenue in each Dropboxs stated beliefs were untrue. of the following two quarters post IPOboth prior to October 2018. Thus, the court held that, because the information available to plaintiffs from the IPO through Finally, the court granted the motions toOctober of 2018 was abundant and largely consistent with the Registration Statements picture of slowing dismiss on the alternative ground thatrevenue and paying user growth rates, a reasonably plaintiffs complaint was time-barred by thediligent plaintiff would have been on notice of the claims as pled in the consolidated amended complaint Securities Acts one-year bar, explaining ifbefore October 4, 2018.plaintiffs knew of the alleged misstatementsIn dismissing plaintiffs claims with leave to amend, the in the Registration Statement prior tocourt reasoned that it was not yet futile for plaintiffs to cure the timeliness deficiency with plaintiffs claims, October 4, 2018one year before filingnoting that to survive dismissal with prejudice Plaintiffs the initial complaintthe claim wouldmust, at a minimum, identify some factual circumstance that plausibly distinguishes their state of awareness of be time barred. Dropbox made financialthese claims in November 2018 that was not disclosed announcements showing declining revenuein the August 2018 quarterly report or earlier. The parties reached a settlement thereafter and the case in each of the following two quarters posthas been stayed while the settlement is finalized. IPOboth prior to October 2018.In re Apple Inc. Securities Litigation, Case No. 4:19-cv-02033, 2020 WL 6482014 The court employed similar logic in holding that plaintiffs(N.D. Cal. Nov. 4, 2020) failed to plead violations of Item 303 of Regulation S-KMissed Guidancefor failure to disclose a known trend of declining growthApple Inc. is a multinational technology company rate in the Registration Statement, and thus that could notthat sells, among other things, the iPhone, a popular support the Section 11 claim. The court explained that [a] smartphone. Apple has a significant presence in China. nyone with basic mathematical skills could discern thatChina began experiencing slowing economic growth while Dropboxs revenue was increasing, it did so at a 42'