Manger
Manger v. Leapfrog Enterprises, Inc.
Opinion
Lead Opinion
Orrick, J.
ORDER GRANTING MOTION TO DISMISS
In this shareholder derivative lawsuit, plaintiff Pete Manger alleges that defendant Leapfrog Enterprises, Inc. (LeapFrog) and seven of its former Board of Directors members violated , the Securities and Exchange Act of 1934 by issuing a false and misleading Recommendation Statement that recommended that shareholders of LeapFrog tender their shares pursuant to a Tender Offer from VTech. On a prior motion to dismiss, I found that Manger failed to state a claim under Section 14(e) of the Exchange Act because he failed to allege with the required specificity which statements in the Recommendation Statement were false or misleading and why, failed to allege facts showing scienter, and failed to allege facts showing loss causation. I dismissed that claim, along with the pendent Section 20(a) claim, with leave to amend.
Manger filed his Second Amended Complaint (“SAC”), attempting to fix the problems I identified. He did not. For the reasons discussed below, I GRANT defendants’ motion and dismiss Manger’s SAC without leave to amend.
BACKGROUND
In February 2016, LeapFrog, VTech, and VTech’s wholly owned subsidiary Bonita Merger Sub, LLC entered into…