b'Second CircuitShreiber v. Synacor, Inc, et al., Case No.promulgated thereunder based on purported false 19-4232-CV, 832 Fed. Appx. 54 (2d Cir.and misleading statements regarding the companys Oct. 22, 2020)projected revenue from the AT&T partnership, Unsuccessful Partnership Synacors and AT&Ts joint control over monetizing the web and mobile services, and adequacy of the Synacor, Inc. is a cloud-based software and servicescompanys internal controls over financial reporting. company that provides managed portals and apps,Defendants moved to dismiss the second amended advertising, email, and authentication services. Incomplaint and the district court granted the motion 2016, the company announced a partnership within full, holding that plaintiffs failed to plead falsity and AT&T to host web and mobile services. In a series ofscienter. The court permitted plaintiffs to seek leave to public statements between May 2016 and March 2017,replead. Specifically, the district court concluded that Synacor announced future annual revenue goals ofdefendants revenue projections were inactionable $100 million from the AT&T hosting portal by 2017, andforward-looking statements and/or statements of $300 million in total revenue by 2019.opinion and plaintiffs did not challenge the disclosed On August 9, 2017, Synacor announced revisedfacts supporting of the projections, including reports revenue guidance for fiscal year 2017 fromthat Yahoo! earned $100 million in revenue from a $170million$160 million to $150 million$140 million,similar partnership with AT&T, causing Synacor to which its CEO attributed to the joint AT&T Synacorbelieve that it could do the same. The court further team [ ] deci[sion] to prioritize engagement overheld that plaintiffs had not adequately alleged that monetization such that much of the ramp up inthe companys revenue guidance was unachievable, revenue that we were expecting in the second halfas opposed to simply delayed, and allegations that of 2017 would get delayed to 2018. The next dayconfidential witnesses viewed the projections as Synacors share price fell 32.39% and closed at $2.40unrealistic were not tantamount to Defendants per share.knowledge that the projections were false. The court also rejected plaintiffs claim that SOX certifications On March 15, 2018, Synacors CEO disclosed on aattesting to the adequacy of the companys internal fourth quarter 2017 earnings call that the partnershipcontrols over financial reporting were actionable, with AT&T ultimately generated approximately $25 million in revenue in 2017, below the $100 million that the company previously anticipated, and noted AT&T has chosen, at least for the near term, to prioritizeThe court further held that plaintiffs had consumer experience and engagement, and we arenot adequately alleged that the companys collaboratively working with them in achieving that goal. The CFO also announced that the companysrevenue guidance was unachievable, as auditor discovered three material weaknesses inopposed to simply delayed, and allegations Synacors internal controls over financial reporting. The next day, the companys stock price droppedthat confidential witnesses viewed the approximately 15%. A few months later, the companyprojections as unrealistic were not announced that AT&T delivered a notice of non-renewal of the contract to Synacor. tantamount to Defendants knowledge that Investors filed a putative securities class action againstthe projections were false.Synacor, its CEO, and CFO, alleging violations of Sections 10(b) and 20(a) of the 1934 Act, and Rule 10b-5 60'