Rubenstein

ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS [34]

I. INTRODUCTION

Defendants David E. Smith, MMB Holdings LLC, and Mojobear Capital LLC (collectively “Defendants”) move to dismiss the Complaint for lack of subject matter jurisdiction. In the alternative, Defendants move to dismiss the Complaint for failure to join an indispensable party. For the reasons discussed below, the Court GRANTS Defendants’ Motion to Dismiss. (ECF No. 34.)

II. FACTUAL BACKGROUND

This is an action to recover short-swing profits under Section 16(b) of the Securities Exchange Act. Plaintiff Aaron Ruben-stein, who owns one share of stock in indiePub Entertainment, Inc. (“indiePub”), alleges that Defendants Mojobear Capital LLC (“Mojobear”), MMB Holdings LLC (“MMB”), and David E. Smith profited from short-swing trades of indiePub stock between 2012 and 2013. (Opp’n, Aff. Tau-ber ¶ 2, Ex. A; Compl. ¶¶ 2, 4, 17, 23-24.) Smith is a member of Mojobear. Mojobear, in turn, is the managing member of MMB. (Mot., Decl. Smith ¶ 2.)

On March 9, 2012, MMB entered into a loan agreement with indiePub. (Id. ¶ 3, Ex. A.) The agreement provided that MMB would make future loans to indiePub in exchange for an option or…