In Re Gupta Corp. Securities Litigation

ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS IN PART AND DENYING DEFENDANTS’ MOTION TO DISMISS IN PART; ORDER DENYING PLAINTIFFS’ MOTION TO STRIKE

Introduction

Plaintiffs in this securities fraud class action suit allege that defendants have violated Sections 10(b), 20(a), and 20A(a) of the Securities Exchange Act of 1934 (the “1934 Act”), 15 U.S.C. §§ 78j(b), 78t(a), 78H(a). Plaintiffs bring this action on behalf of themselves and all other persons who purchased stock in Gupta Corporation (“Gupta”) between September 13, 1993 and July 6, 1994 (the “class period”). The complaint names as defendants Gupta, six Gupta executives, a corporate shareholder, and two outside directors.

Defendants have filed several motions to dismiss pursuant to Fed.R.Civ.P. 12(b)(6). Plaintiffs have filed a cross-motion to strike four of the exhibits attached to defendants’ motions to dismiss. For the reasons set forth below, defendants’ motions are granted in part and denied in part. As the exhibits disputed in plaintiffs’ motion to strike are not relevant to the Court’s decision, plaintiffs’ motion to strike is denied as moot.

Background

Gupta is a California corporation that develops and sells…