In re Seagate Technology Holdings plc Securities Litigation, 3:23-cv-03431

Plaintiffs (Universal-Investment-Gesellschaft MBH, et al.) sued Seagate Technology Holdings plc and two executives under §10(b), §20(a) and Rule 10b-5, alleging misleading statements about Seagate’s HDD sales to Huawei.
On May 12, 2025, the court granted in part and denied in part Seagate’s motion to dismiss.
Seagate moved under 28 U.S.C. § 1292(b) for certification of two controlling legal questions for interlocutory appeal and to stay the case.
The two questions: (1) Whether the EAR/FDPR requires seeking BIS guidance when a party has “reasons for concern” about product-scope application of the FDPR; (2) Whether “reasons for concern” requires knowledge equivalent to willful blindness.
The court denied certification, finding both questions are mixed law-and-fact issues unsuitable for interlocutory appeal and that Seagate waived new arguments it raised on appeal by not advancing them below and contradicting positions taken at the dismissal hearing.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Scope of BIS Guidance / FDPR product-scope inquiry	Seagate’s statements meant it had no reasons to believe its sales to Huawei violated the FDPR (i.e., no product-scope concern)	BIS Know Your Customer guidance only addresses unknown end-users; Seagate’s known customer (Huawei) meant guidance/duty to consult did not apply to product-scope	Court: mixed question of law and fact; plausible plaintiff allegation that Seagate represented no reasons for concern about FDPR; not certifiable; argument waived because not advanced below
Meaning of “reasons for concern” (knowledge vs. willful blindness)	Plaintiffs: “reasons for concern” triggers an inquiry duty and can support inference of willful avoidance when a party fails to inquire	Seagate: phrase should require actual knowledge or willful blindness (higher standard)	Court: plain reading and Guidance show “reasons for concern” can impose an inquiry duty short of actual knowledge; mixed question of law and fact; not certifiable; argument waived
Suitability for §1292(b) certification / waiver	Plaintiffs: interlocutory appeal not warranted because factual mixed questions and defendants altered positions	Seagate: immediate appeal would materially advance litigation to resolve legal questions	Held: Seagate failed to meet §1292(b) requirements; issues are not controlling pure legal questions and Seagate waived key arguments; certification denied

Couch v. Telescope Inc., 611 F.3d 629 (9th Cir. 2010) (party seeking §1292(b) certification bears the burden of showing requirements are met)
ICTSI Oregon, Inc. v. Int’l Longshore & Warehouse Union, 22 F.4th 1125 (9th Cir. 2022) (mixed questions of law and fact are typically unsuitable for interlocutory appeal)
One Indus., LLC v. Jim O’Neal Distrib., Inc., 578 F.3d 1154 (9th Cir. 2009) (issues not raised below generally cannot be pressed on appeal)
Stewart v. U.S. Bancorp, 297 F.3d 953 (9th Cir. 2002) (district court discretion whether to consider unraised appellate issues when purely legal and important)
Abex Corp. v. Ski’s Enters., Inc., 748 F.2d 513 (9th Cir. 1984) (discussing standards for considering issues not presented below)