New York City Employees' Retirement System v. Jobs

This litigation arises out of the issuance of an allegedly false and misleading proxy solicitation for a stock option plan. Plaintiff-appellant New York City Employees’ Retirement System (“NYCERS”) alleged that the false solicitation denied it its right to an informed shareholder vote and caused it to suffer economic loss through share dilution. The district court dismissed NYCERS’ consolidated complaint. The court determined that: (1) NYCERS’ claim was derivative, not direct, and (2) stock dilution, alone, did not establish economic loss.

We have jurisdiction under 28 U.S.C. § 1291 , and we affirm the district court’s dismissal of NYCERS’ consolidated complaint. NYCERS pled a direct injury, but failed to assert any cognizable economic loss.

NYCERS also appeals the district court’s denial of leave to amend its consolidated complaint to reallege a claim that was asserted in the initial complaint, but which it omitted from the consolidated complaint. The district court, applying Federal Rule of Civil Procedure 15(a), concluded that no factors weighed against further amendment, but nonetheless determined that by not realleging the claim in the consolidated complaint, NYCERS had…