Underwriters of Venator’s IPO Win Dismissal of Securities Claims

Paul, Weiss secured the dismissal of Securities Act claims against our clients, underwriters of an IPO by UK-based pigment maker Venator Materials PLC, when the New York Supreme Court dismissed a putative class action as time-barred.

The same plaintiffs had previously filed a substantially similar putative class action in Texas state court in February 2019, alleging that Venator, Venator’s executives, and Venator’s underwriters misrepresented the impact of a fire at a Finnish production facility in the registration statements related to Venator’s 2017 IPO and a secondary offering. In January 2020, the Texas Court of Appeals—reversing the trial court—dismissed that suit against our clients, Venator and its executives on personal jurisdiction grounds. After the plaintiffs filed a new lawsuit against the dismissed defendants in New York (more than 13 months after they initially filed the Texas case), our clients—along with the other defendants—moved to dismiss, arguing that the suit was barred by the one-year limitations period in the Securities Act. The New York Supreme Court agreed, rejecting the plaintiffs’ arguments that their claims were tolled during the pendency of the Texas state court action. While the plaintiffs argued that American Pipe tolling saved their claims, the court ruled that American Pipe tolling was intended to protect absent class members, and does not apply to successive putative class action claims filed by class representatives who originally filed an action in a forum that lacked jurisdiction over the defendants.

The Paul, Weiss team included litigation partners Geoffrey Chepiga and Audra Soloway and counsel Caitlin Grusauskas.