Laura Seidl v. Am. Century Cos., Inc.
427 F. App'x 35
2d Cir.2011Background
- Seidl prosecutes plaintiff-initiated, derivative, and class claims under RICO and state law against American Century entities and officers.
- District court dismissed Seidl’s second amended complaint under Fed. R. Civ. P. 12(b)(6) for failure to state a claim, May 7, 2010; final judgment entered May 10, 2010.
- Seidl appeals arguing proximate causation under RICO, derivative-claims remedy (demand on the board), and Maryland-based shareholder standing to sue directly.
- Court applies de novo review to Rule 12(b)(6) dismissal; pleading must show plausible claims, not mere conclusions.
- Court agrees to address each challenge and clarifies waiver and mootness considerations affecting derivative claims.
- Ultimately, court affirms district court’s dismissal and holding on standing, concluding no viable direct action and no vacatur of judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| RICO proximate causation is properly pleaded? | Seidl contends proximate causation was pled; cites McBrearty analysis for support. | Defendants argue proximate causation lacking under controlling precedent; issues waived. | Waived or unsupported; not established. |
| Whether derivative claims should be vacated due to post-judgment board demand | Seidl contends post-judgment board demand moots appeal; seeks partial vacatur. | Defendants argue no vacatur where mootness results from Seidl’s voluntary action. | No partial vacatur; Seidl caused mootness. |
| Standing to sue directly under Maryland law against corporate officers | Seidl argues standing under Maryland law to pursue direct claims. | Defendants contend no standing because injury is to corporation, not distinct to Seidl. | No direct-standing; injury not distinct; claims fail. |
Key Cases Cited
- Hemi Group, LLC v. City of New York, 130 S. Ct. 983 (2010) (proximate causation interpretation under RICO discussed)
- Anza v. Ideal Steel Supply Corp., 547 U.S. 451 (2006) (proximate causation when injury is to the corporation, not to plaintiff)
- In re Am. Express Co. Shareholder Litig., 39 F.3d 395 (2d Cir. 1994) (proximate causation lacking where injury results from public exposure)
- Strougo v. Bassini, 282 F.3d 162 (2d Cir. 2002) (Maryland standing inquiry: injury must be distinct from corporation)
- Doe v. Gonzales, 449 F.3d 415 (2d Cir. 2006) (equitable entitlement to vacatur; mootness considerations)