Wolfe
Wolfe v. Mattel, Inc.
Opinion
Lead Opinion
Fernandez, J.
Warren Wolfe and others (collectively Wolfe) brought this action against various officers and directors of The Learning Company, Inc. (TLC), and Mattel, Inc., which is TLC’s successor in interest. The district court dismissed on the basis that Wolfe had not suffered any damages within the meaning of §§ 11 and 12 of the Securities Act of 1933, 1 15 U.S.C. §§ 77k and 77 l. Wolfe appealed, and we affirm.
BACKGROUND
Wolfe was a shareholder in Broderbund Software, Inc., which was acquired by TLC on August 31, 1998, at a time when TLC’s stock was valued at $17.6875 per share. Broderbund shareholders received .8 of a share of TLC for each Broderbund share held by them on that date. For present purposes, however, the transfer ratio is not important; what is important is the fact that TLC stock was acquired at $17.6875 per share.
Before its merger with Broderbund, TLC had merged with another company and had filed a registration statement with the Securities and Exchange Commission, in which TLC allocated the purchase price in various ways. Thereafter, TLC had consultations with the SEC and determined that it should make changes in that statement, which it did in March of 1999.…