Sheet Metal Workers National Pension Fund v. Bayer Aktiengesellschaft

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

SHEET METAL WORKERS NATIONAL

PENSION FUND, et al., Case No. 20-cv-04737-RS

Plaintiffs,

ORDER DENYING MOTION TO

v. DISMISS

BAYER AKTIENGESELLSCHAFT, et al., Defendants.

15 I. Introduction This putative class action avers violations of the Securities Exchange Act of 1934 (the “Exchange Act”) in relation to Bayer Aktiengesellschaft’s (“Bayer”) acquisition of Monsanto. The Court previously denied a motion to dismiss from Bayer and the individual defendants because Plaintiffs had stated a claim under Sections 10(b) and 20(a) of the Exchange Act, but noted that Plaintiffs could not proceed on all their theories of liability. After Plaintiffs amended their complaint, seeking to remedy shortcomings in one of their theories of liability, Defendant brought this motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6).1 As explained below,

25 1 The Court notes that Bayer’s motion to dismiss…