Asdar Group v. Pillsbury, Madison & Sutro

Asdar, a Nevada corporation, appeals from the district court’s 12(b)(6) dismissal of its complaint against Pillsbury, Madison & Su-fro, Joann Taormina, and James Sterrett (hereinafter collectively referred to as “Pillsbury”). Asdar sought contribution and indemnification from Pillsbury under § 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and Rule 10b-5, 17 C.F.R. § 240 .10b-5. We have jurisdiction pursuant to 28 U.S.C. § 1291 .

FACTUAL BACKGROUND AND PROCEDURAL HISTORY

Pillsbury provided legal advice and services 2 to Asdar, a financial services consultant doing business in California, in connec *291 tion with the registration and promotion of certain securities. These services included drafting and filing all required federal and state documents.

Purchasers of various Asdar securities (“plaintiffs”) named Asdar as defendant in a federal class action in September 1989, alleging violations of various federal securities laws and state statutes and asserting common-law claims for fraud and negligent misrepresentation. The plaintiffs sought damages of over $2 million. The federal proceedings in the plaintiffs’ case took place in the Southern District of…