b'plaintiffs alleged that the Offering Documents failedit was made. The court noted that Sogou disclosed accurately to . disclose that it had changed strategiesthat it intend[ed] to grow [its] business and improve in a way that would adversely impact revenue and[the] results of operations by . continu[ing] to pursue earnings within a year from the IPO. Further, plaintiffsinnovations in AI technologies and broaden[ing] the claimed that Sogou failed to disclose that its screeningapplication of [its] AI technologies and also disclosed mechanisms at the time of the IPO were inadequate tothat [n]ew Internet-enabled smart hardware would screen out content that new Chinese law (passed afterleverage AI technologies. Further, the court rejected the IPO) would prohibit.plaintiffs assertion that Sogou wrongly implied that The defendants moved to dismiss the third amendedall of its smart hardware was AI enabled, holding complaint which the court granted with prejudice.that plaintiffs theory relied on a plain misreading of The court held that plaintiffs claim could notSogous Registration Statement, because Sogou survive because plaintiffs failed to allege a falsedid not state that all of its smart hardware had AI or misleading statement or an actionable omissioncapabilities, but instead merely described two because they [did] not allege that any single oneproducts and stated that one of the two integrates. of the statements Sogou made regarding any PRCQ&A technology and supports various other AI-regulation or Sogous compliance efforts was falsepowered applications. Thus, the court concluded that or misleading at the time it was made, noting thatplaintiffs failed to state any concrete facts showing the Offering Documents provided no assurance tothat any statement Sogou made was false.investors that Sogous procedures would be sufficientPlaintiffs appealed the district courts decision but to guarantee compliance with PRC law or to preventsubsequently withdrew the appeal. Thereafter, the the dissemination of illegal content. To the contrary,parties reached a settlement, and their joint motion for the Offering Documents warned that Sogou maysettlement approval is pending. have difficulty determining the type of content that may result in liability and that, if Sogou was wrong, the company might be prevented from operatingBratusov v. Comscore, Inc., et al., Case No. [its] Internet platforms. Additionally, the court held19-cv-3210, 2020 WL 3447989 (S.D.N.Y. that plaintiffs failed to allege an actionable omissionJune 24, 2020) because Sogou did not disclose any particular stepsStrategy To Establish Cross-Platform it was taking to comply with PRC law such that theMeasurement Currencyomission of facts regarding those measures made the description of the measures misleading. Moreover,Comscore, Inc. (Comscore) is an information and the court concluded plaintiffs did not allege that Sogouanalytics company that provides marketing data was in violation of PRC law or regulation at the time theand analytics to enterprises; media and advertising Registration Statement became effective but ratheragencies; and publishers. On February 28, 2019, had warned of the exact risk that was threatened andComscore announced its financial results for the fourth later materializedthat the PRC would issue a new lawquarter of 2018 and fiscal year 2018 and the companys or regulation, that Sogou might have difficulty policingthen-CEO stated that the company continued to the content that was prohibited, and that the failure toexpand customer relationships, drive revenue growth, detect prohibited content would prevent Sogou fromand improve its cost structure while investing in product operating its Internet platform and impact its revenues.development. He further stated that the results showed The court concluded that plaintiffs allegations simplythat the companys strategy of becoming a trusted do not aver that Sogous controls at the time of the IPOcurrency for planning, transacting[,] and evaluating were insufficient under the PRC law that existed at themedia cross-platforms [wa]s working. On March 31, time of the IPO.2019, Comscore announced the resignations of its The court also concluded that plaintiffs failed to state athen-CEO and its then-president and that it expected claim for relief based on Sogous statements about itsfirst quarter 2019 revenue to be between $100 million hardware and its strategic shift, holding that plaintiffsand $104 million, falling short of analysts estimates allegations that Sogou failed to disclose at the time ofof approximately $106 million in revenue. Comscores the IPO that the company had decided to transition tostock price fell nearly 30% the next trading day. smart hardware with better-connected AI capabilitiesOn April 2, 2019, a periodical published an article and to phase out hardware that was not AI-enabledstating that the resignations resulted from a failed to identify any statement about hardware in thedisagreement between the executives and the Offering Documents that was false or misleading whencompanys board over Comscores strategic direction. 68'