Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Huellemeier v. Teva Pharmaceutical Industries, Ltd

United States District Court, S.D. Ohio, Western Division

November 17, 2017

Robert W. Huellemeier, derivatively on behalf of Teva Pharmaceutical Industries Limited Employee Stock Purchase Plan, Plaintiff,
v.
Teva Pharmaceutical Industries Limited, et al., Defendants.

          ORDER GRANTING MOTION TO TRANSFER THIS ACTION TO THE DISTRICT OF CONNECTICUT

          Susan J. Dlott United States District Judge.

         This matter is before the Court on Defendants' Motion to Transfer (Doc. 13). Plaintiff Robert Huellemeier, derivatively on behalf of the Teva Pharmaceutical Industries Limited Employee Stock Purchase Plan (“the ESPP”), has filed this suit pursuant to § 11 of the Securities Act, 15 U.S.C. § 77k, against Defendants Teva Pharmaceutical Industries Limited (“Teva”) and three corporate officers, Erez Vigodman, Eyal Desheh, and Shlomo Yanai (collectively, the “Teva Officers”). Defendants now move the Court to transfer this action on the basis of the first-to-file rule, or alternatively, 28 U.S.C. § 1404, to the District of Connecticut where two class action suits are pending against Teva, Vigodman, and Desheh. For the reasons that follow, the Court will GRANT the Motion to Transfer.

         I. BACKGROUND

         A. The Southern District of Ohio Action

         Huellemeier states the following allegations of fact against Teva and the Teva Officers in the Complaint (Doc. 1): Teva is a global pharmaceutical company with operations in the United States, Europe, and other markets, and with facilities in Ohio. Vigodman was a Director for Teva at all relevant times. Desheh was the Chief Financial Officer for Teva at all relevant times.[1] Yanai was the President and Chief Executive Officer for Teva at all relevant times. (Id. at PageID 3.) Teva registered 70, 000, 000 American depository shares with the SEC in July 2010, some for purchase by employees of the company through the ESPP. (Id.) Huellemeier is a current or former Teva employee who purchased Teva shares through the ESPP between February 9, 2015 and November 3, 2016 (“the Class Period”). (Id. at PageID 2-3.)

         Defendants Vigodman and Desheh signed financial disclosure forms on behalf of Teva during the Class Period, including the 2014 20-F and 2015 20-F forms. (Id. at PageID 5-11.) Huellemeier alleges that Teva made a number of material misstatements and omissions in the financial disclosure forms. He alleges that Teva failed to disclose that it was under an antitrust investigation for price-fixing by the Department of Justice (“DOJ”) and the Attorney General's Office for the State of Connecticut, that it was under investigation by the DOJ for violation of the Foreign Corrupt Practices Act, including bribery of Russian government officials, and that it lacked effective internal controls over its financial reporting. (Id. at 11.)

         Huellemeier, on behalf of the ESPP, filed the Complaint against Teva and the Teva Officers on July 17, 2017. Huellemeir asserts the following claims for relief in the Complaint based on alleged misrepresentations and omissions in the registration statements:

1. Violation of § 11 of the Securities Act, 15 U.S.C. § 77k, against all Defendants;[2]
2. Breach of fiduciary duties against unspecified Defendants;
3. Misrepresentation and non-disclosure against unspecified Defendants; and
4. Breach of contract against unspecified Defendants.

(Id. at PageID 34-38.) Huellemeier purports to bring the action as a derivative action “on behalf of all persons who purchased or otherwise acquired Teva American Depository Shares [ ] between February 9, 2015 and November 3, 2016 . . . in the ESPP.” (Id. at PageID 1-2.)[3] He also asserts, in the alternative, a class action on behalf of individuals who purchased or otherwise acquired the Teva shares pursuant to the ESPP during the Class Period. (Id. at PageID 32-34.)

         Defendants now move the Court to transfer this action to the District of Connecticut on the basis of the first-to-file rule or, alternatively, 28 U.S.C. § 1404. Huellemeier opposes the transfer of this action. The matter is fully briefed and ripe for adjudication.

         B. The District of Connecticut Actions

         Defendants move to transfer this case on the grounds that it is duplicative of earlier-filed suits now pending in the District of Connecticut. Accordingly, it is necessary to provide a brief overview of the other pending cases. Two cases initially were filed in the Central District of California in 2016 before being transferred to the District of Connecticut as explained below. Galmi v. Teva Pharmaceutical Industries Limited, No. 2:16-cv-08259 (C.D. Cal.) was filed filed on November 6, 2016 and Leone v. Teva Pharmaceutical Industries Limited, No. 2:16-cv-09545 (C.D. Cal.) was filed on December 27, 2016. Amram Galmi filed suit against Teva, Vigodman, and Desheh, on behalf of a class of similarly-situated persons who purchased or acquired Teva shares between February 10, 2015 and November 3, 2016.[4] Galmi asserted claims for alleged violations of §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78j(b)[5] and 78t(a), [6] and Rule 10b-5 promulgated by ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.