Manger

ORDER GRANTING MOTION TO DISMISS

Re: Dkt. No.

In this shareholder derivative lawsuit, plaintiff alleges that defendant Leapfrog Enterprises, Inc. (Leapfrog) and seven of its former Board of Directors members 1 violated three provisions of the Securities and Exchange Act of 1934 by issuing a false and misleading Recommendation Statement, recommending that shareholders of Leapfrog tender their shares pursuant to a Tender Offer from VTech. Defendants move to dismiss, arguing that plaintiffs Amended Complaint fails to state a claim Under Section 14(e) of the Exchange Act because Manger fails to allege with the required specificity which statements in the Recommendation Statement were false or misleading and why, fails to allege facts showing scienter, and fails to allege facts showing loss causation. Defendants also move to dismiss the claim under Section 14(d)(4) because there is no private right of action under that section, and the claim under 20(a) because there is no liability under any other section of the Exchange Act. I agree with defendants. The Section 14(e) and 20(a) claims are DISMISSED with leave to amend and the Section 14(d)(4) claim is DISMISSED without leave to…