Local 353, I.B.E.W. Pension Fu v. Zendesk, Inc.

facts supporting a reasonable inference that any of those statements were false or

misleading, see Retail Wholesale, 845 F.3d at 1274.

2 Plaintiffs argue that two of the five statements in Zendesk’s 2018 Form 10-K

(filed February 14, 2019)—that Zendesk “maintain[s] a comprehensive security

program,” and that it “completed the EU approval process for [its] global Binding

Corporate Rules” in 2017—were misleading because they created the impression

that Zendesk implemented the data security best practices described in those

statements no later than 2016, when in fact, the company did not implement those

practices until later.

We disagree. Neither statement makes any reference to Zendesk’s data

security practices in 2016. Statement one is in the present tense; it describes

features of Zendesk’s 2019 data security program and certifies that the current

program is “comprehensive.” Statement two simply states that the EU approved

Zendesk’s global Binding Corporate Rules in 2017. Both statements are truthful.

Plaintiffs contend, however, that based on these statements a reasonable

investor could have concluded that any data security improvements Zendesk

described would…