An executive can offer investors a view that turns out to be wrong without committing fraud, a U.S. District Court judge said today in granting DreamWorks Animation’s motion to dismiss a class action shareholder suit. The case revolved around 2013 claims by CEO Jeffrey Katzenberg and then-CFO Lewis Coleman that they believed the studio’s Turbo would be profitable — ahead of the February 2014 announcement that DWA had to take a $13.5 million write-down on the film. Today’s court decision (read it here) is separate from an ongoing SEC investigation into the Turbo write-down.
Judge S. James Otero noted that the execs didn’t necessarily play fast and loose with their optimistic statements regarding their film about a snail that yearns to be an Indy 500 speedster. Katzenberg told analysts in July 2013 that “we do believe that Turbo will be a profitable film for us.” Coleman said that “we believe at this time that Turbo is a profitable film on an ultimate basis” and added, “As we do with all of our films, we will continue to monitor the ultimate estimates for Turbo on a regular basis.”
The plaintiffs said the DWA execs’ unjustified optimism inflated the company’s stock price. That set investors up for a big loss. DWA’s stock price fell 12% when the write-down was announced, and another 12% in July after Katzenberg disclosed that the SEC had begun its investigation.
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The complaint sought to show that DWA intended to deceive shareholders. It noted that the company benefited in August 2013 when it raised $300 million in a debt offering. Plaintiffs also said that the August 2013 announcement of the resignation of then-Chief Marketing Officer Anne Globe and May 2014 resignation of Chief Accounting Officer Heather O’Connor suggested that the company knew it had a bigger problem than it let on.
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But the judge said that, even if execs hadn’t added the “we believe” disclaimers, the complaint against DWA “fails to provide enough facts that show Defendants knew of the fraudulent nature of the earnings calls statements, or acted with deliberate recklessness when making those statements.”
He added that the plaintiffs “provided no testimony of confidential witnesses, nor anything else beyond its own financial analysis of Turbo‘s potential for profitability, before attempting to tie that analysis” to the write-down.
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