b'facts that a reasonable person would deem importantCamp v. Qualcomm, Inc. et al., Case No. to a securities investment decision. The court held18-cv-1208, 2020 WL 1157192 (S.D. Cal. that statements referring to projected revenue from andMarch 10, 2020) progress on the improved MAP product were inactionableFailed Acquisition Negotiationsforward-looking statements protected by the PSLRAs safe harbor provision. Finally, the court held that plaintiffsQualcomm, Inc. is a chipmaker and developer of failed to plead that any challenged statements were falsemobile technologies. In November 2017, Broadcom or misleading, noting plaintiffs do not allege that TwitterInc., a Singapore-based chipmaker, offered to acquire was not working on improving MAP and the fact thatQualcomm for $105 billion. Qualcomm rejected MAP may have been experiencing glitches does notBroadcoms offer and Broadcom responded by mounting demonstrate how the defendants generalized statementa hostile takeover, launching a proxy fight on December of projected MAP revenue was false or misleading 4, 2017 in effort to replace Qualcomms board of directors [I]t is entirely possible that Twitter was making progressat the companys annual shareholder meeting on March 6, towards improving its MAP product and would generate2018, and announcing on December 6, 2017 that it started revenue therefrom at some point. The court also rejectedthe process of redomiciling in the U.S. plaintiffs contention that warnings about harm that could arise if there were undetected software errors orOn January 29, 2018, Qualcomm unilaterally requested a changes to existing products were false or misleadingreview of Broadcoms offer by the Committee on Foreign because the risk had already materialized, stating [g]ivenInvestment in the United States (CFIUS)a federal the chronology, plaintiffs cannot plausibly allege that, atinteragency panel that reviews certain investments in the time the risk disclosure was made on July 31, 2019,U.S. businesses to determine whether the investment will defendants decision to stop sharing user data six daysthreaten national security and makes recommendations later on August 5, 2019 was already affecting Twittersregarding such transactions for the Presidents ultimate revenue. The court also held that plaintiffs failed to pleaddetermination. At the time, Qualcomm did not publicly an actionable omission. disclose it made this request, though it had generally The court further held that plaintiffs failed to pleadacknowledged that CFIUS might prevent the transaction scienter, concluding plaintiffs allegation that the CEOwith statements such as CFIUS could potentially block and CFO monitored key metrics and thus knew aboutthe transaction and that Broadcoms proposal involved MAPs issues and performance lacked sufficient detail.significant regulatory uncertainty. Instead, between It also rejected plaintiffs argument that because MAPJanuary 29, 2018 and March 1, 2018, in SEC filings, press was part of Twitters core operations the CEO and CFOreleases, and public statements, despite improved offers would have had knowledge as unsupported by any offrom Broadcom, Qualcomm and certain executives and the specific admissions or witness accounts necessarymembers of its board cited concerns with Broadcoms to prevail under such a theory. Plaintiffs offered severalvaluation of Qualcomm, and antitrust risks as reasons why other allegations as circumstantial evidence of scienter,Qualcomm shareholders should vote against Broadcoms including that Twitters privacy policy obligated the CEOproposal, though Qualcomm also expressed a willingness and CFO to monitor compliance with privacy obligations,to engage in meaningful negotiations with Broadcom, and and that the CFO sold roughly 10% of his holdings duringmet with Broadcom to discuss a potential deal.the class period, but the court also considered theseOn February 26, 2018, Reuters reported on the CFIUSs allegations to be inadequately developed.investigation into the proposed deal, based on information The court concluded plaintiffs 20(a) claim could notfrom three confidential sources, and that lawmakers survive given the absence of an adequately allegedwere pressuring CFIUS to review the transaction before predicate violation. In dismissing the complaint, theQualcomms March 6, 2018 shareholder meeting. On court provided leave to amend out of an abundanceMarch 5, 2018, Qualcomm disclosed that it received of caution, but stated that it was not apparent thatan Interim Order from CFIUS the day before ordering plaintiffs can amend.Qualcomm to postpone its director elections by thirty days so that CFIUS could conduct a full investigation. Plaintiffs declined to file an amended complaintThat day Qualcomms stock dropped by 1.13% and on and the district court dismissed the action. In lieu ofMarch 6, 2018, the stock fell by 2.92%. On March 12, 2018, filing an amended complaint, plaintiffs appealed thethe President blocked Broadcoms attempted takeover dismissal order to the U.S. Court of Appeals for theby executive order, and Qualcomms stock price dropped Ninth Circuit (Case No. 20-17465). Plaintiff-appellants4.95% the next day, closing at $59.70 per share. opening brief is currently due on May 3, 2021 andInvestors filed putative class action lawsuits against defendant-appellees answering brief is due onQualcomm and several of its executives and board June 2, 2021. The Ninth Circuit has encouraged themembers alleging violations of Sections 10(b) and 20(a) parties to pursue mediation.of the 1934 Act and Rule 10b-5 promulgated thereunder 49'