b'The article elaborated that, while the former CEOgoing forward basis, a shared vision for a cross-painted a vision for a multichannel measurementplatform measurement currency. Similarly, the court company and wanted to invest more in productheld that Comscores statement that it anticipated development, the board was risk-averse and soughtmid-single digit revenue growth, a slight improvement ways to cut costs. The former CEO acknowledgedin gross margins over 2018 and generally flat non-the sentiment in a LinkedIn post in which heGAAP operating expenses relative to 2018, was not noted his departure resulted from irreconcilableactionable because the plaintiff did not allege that the differences with the board over how to executecompany disbelieved any aspect of the statement or the companys strategy. that it was false when made. On May 8, 2019, Comscore released its 1Q 2019Second, the court held that the plaintiff failed to allege financial results. Though the company hit thea material omission because the company did not have revised lowered guidance, its $102.3 million revenuea duty to reveal disagreements over corporate strategy. represented a 3.4% year-over-year revenue decline,The court noted that the challenged statements simply and the company also announced an adjusted EBITDAshowed that Comscore was attempting to expand loss of $2.5 million compared to positive $3.6 million forits business and capitalize on changes in the media the first quarter of 2018. The next day, the companyslandscape to increase revenue and expand margins stock price declined to close at $11.34 per share.over time. The statements did not commit Comscore to An investor filed a putative class action lawsuit alleginga particular strategy for achieving its goal of creating a violations of Sections 10(b) and 20(a) of the 1934cross-platform measurement currency.Act and Rule 10b-5 promulgated thereunder againstThird, the court held that the plaintiff failed to allege Comscore and its executives on the grounds that theythat the challenged statements were misleading, purportedly misled investors by failing to disclose theexplaining [a]t most, the Complaint suggests that companys struggle to implement its business strategy[former] Executives and the Board had different and instead painting an optimistic outlook.strategies to achieve a shared goal of creating a cross-On August 6, 2019, Comscore released its secondplatform measurement currency. However, nothing quarter 2019 financial results revealing a furtherin the Complaint indicates that the Company ever decline in revenue and resulting in analysts loweringabandoned its strategy of establishing a cross-platform Comscores revenue and EBITDA expectations formeasurement currency ., even if the prioritization of fiscal year 2019. On August 12, 2019, a member ofmeans to achieve that goal may have shifted over time. Comscores board resigned, stating I do not believeThe court concluded that at bottom, Plaintiff fails to the Companys go-forward operating strategy, inexplain how a reasonable investor would have been general, is progressing fast enough and specificallymisled by the Alleged Misstatements.in innovation and development. Comscores stockThe court also held that plaintiff failed to adequately price closed on August 12, 2019, at $1.61 per share,allege scienter through sole reliance on the core down from its high of more than $23 per share onoperations doctrine (that is, that developing a cross-February 25, 2019.platform measurement currency was at the core of On September 30, 2019, plaintiff filed an amendedComscores business, so defendants must have known complaint adding allegations regarding a fundamentalrepresentations regarding the companys focus on disagreement between the companys executivesestablishing a cross-platform measurement currency and its board of directors regarding the strategy andwere misleading given the boards insistence upon direction of the company.cost-control measures). The court reasoned that plaintiff failed to allege any facts suggesting that defendants Defendants moved to dismiss the amended complaint,had any knowledge of information contradicting the and the court granted the motion, with leave to amend.challenged statements and, [a]t best . allegations First, the court held that plaintiff failed to allege thatregarding core operations may factor into a courts the challenged statements were false, explaining thatholistic assessment of scienter allegations, but historical statements about the companys expandedare not independently sufficient to raise a strong customer relationships, revenue growth, improved costinference of scienter.structure, product development investment, or strongPlaintiff voluntarily dismissed the case soon after foundation were not render[ed] false by an allegedthis order issued.disagreement between the board and management regarding the best means of implementing, on a 69'