IBEW Local No. 58 Annuity Fund v. EveryWare Global, Inc., 849 F.3d 325

Plaintiffs are investors who bought EveryWare Global, Inc. securities between May 21, 2013 and May 16, 2014 and later sued after EveryWare went bankrupt.
Plaintiffs alleged a "pump-and-dump" scheme: EveryWare’s CEO and other insiders made misleading financial projections and "on-track" statements to inflate the stock price, then insiders sold shares.
Key alleged misstatements: January 2013 financial projections (forward-looking) and August 2013 "on-track" statements about meeting those projections.
In September 2013 EveryWare filed a registration statement and prospectus for an offering; plaintiffs claim directors and underwriters certified those documents though they incorporated misleading projections and omitted material adverse trends.
District court dismissed: Exchange Act claims under §10(b)/Rule 10b-5 for failure to plead scienter with the PSLRA "strong inference" standard; Securities Act claims (§11, §12(a)(2)) for failure to plead a materially misleading statement or omission in the registration statement/prospectus.
Sixth Circuit affirmed, adopting the district court’s reasoning on these points and rejecting plaintiffs’ repeated arguments on appeal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether January 2013 financial projections violated §10(b)/Rule 10b-5	Projections were knowingly false and thus actionable	Projections were forward-looking and plaintiffs did not plead actual knowledge/intent	Dismissed — projections are forward-looking and plaintiffs failed to plead a strong inference of actual knowledge by Sheppard
Whether August 2013 "on-track" statements violated §10(b)/Rule 10b-5	Statements were fraudulent efforts to deceive investors about meeting projections	Plaintiffs failed to plead facts giving rise to a strong inference of intent to deceive	Dismissed — no strong inference of the requisite scienter for Sheppard or Peters
Secondary liability under §20(a) of the Exchange Act	Control-person and secondary-liability claims attach to primary §10(b) violations	No primary violation proved, so no secondary liability	Dismissed — §20(a) claims fail because substantive §10(b) claims fail
Securities Act §11 and §12(a)(2) claims based on registration statement/prospectus	Registration statement/prospectus incorporated false projections and omitted material adverse trends	Plaintiffs did not plausibly allege that the offering documents contained material misrepresentations or omissions	Dismissed — plaintiffs failed to plead a plausible material misstatement/omission; §15 secondary liability also fails

In re EveryWare Global, Inc. Sec. Litig., 175 F. Supp. 3d 837 (S.D. Ohio 2016) (district court opinion adopted by the Sixth Circuit; dismissed Exchange Act and Securities Act claims for failure to plead scienter and material misstatements)