Tax-Free Fixed Income Fund for PR Residents, Inc. v. Ocean Capital LLCTax-Free Fixed Income Fund for PR Residents, Inc. v. Ocean Capital LLC
Eamon P. Joyce, with whom Gustavo J. Viviani Meléndez, Alicia I. Lavergne Ramírez, Sanchez/LRV LLC, Arturo Díaz Angueira, Maraliz Vázquez Marrero, Díaz & Vázquez PSC, Andrew W. Stern, Alex J. Kaplan, Charlotte K. Newell, Robert M. Garson, Tyler J. Domino, Sidley Austin LLP were on brief, for appellants.
Michael Lloyd Charlson, with whom Harold D. Vicente Colón, Vicente & Cuebas, Meghan Natenson, Matthew X. Etchemendy, Marisa Antonelli, Vinson & Elkins LLP were on brief, for appellees Ocean Capital LLC, PRCE Management LLC, William Heath Hawk, Benjamin T. Eiler, Vasileios A. Syfris, José R. Izquierdo II, Brent D. Rosenthal, Roxana Cruz-Rivera, Ethan Danial, and Mojdeh L. Khaghan.
Heriberto López-Guzmán for appellees Francisco González, Alejandro Acosta-Rivera, Honne II, LLP, Meir Hurwitz, Mario J. Montalvo, Sanzam Investments LLC, Sandra Calderon, The Estate of José Hidalgo, Avraham Zeines, and RAD Investments, LLC.
GELPÍ, Circuit Judge.
Plaintiffs-Appellants, representing nine closed-end mutual funds (collectively, “the Funds“),1 sued Ocean Capital LLC and several individuals and firms (together, “Defendants-Appellees“)2 for allegedly committing securities violations. Specifically, the Funds allege that Defendants-Appellees misled their shareholders by failing to make complete and accurate disclosures, violating
I. BACKGROUND
At its heart, this case is about a dispute over the sufficiency and accuracy of Defendants-Appellees’ disclosures and proxy materials. We begin by recounting the facts of the case, as pled in the amended complaint, followed by the procedural history. In reciting the facts of the case, we “construe the [amended] complaint liberally, treating all well-pleaded facts as true and drawing all reasonable inferences in favor of the [Funds].” Viqueira v. First Bank, 140 F.3d 12, 16 (1st Cir. 1998) (applying the same standard when evaluating motions to dismiss under
A. The Funds
The Funds primarily invest in securities of Puerto Rico issuers. From the return on their investments, the Funds distribute dividends to their shareholders on a monthly basis. The Funds’ investors are mostly, but not exclusively, residents of Puerto Rico. They do not pay U.S. federal income tax on Puerto Rico source income, paying Puerto Rico income tax instead. Each fund holds an annual meeting at which its shareholders vote to elect directors to their board, among other matters. The elected board of directors is then responsible for governing that particular fund.
B. Stockholder Group Letter to PRRTFF IV
In May 2021, a group of PRRTFF IV shareholders sent identical letters to that fund. These letters proposed adding an objective “to return to shareholders the net assets of [PRRTFF IV] by or before January 31, 2022.” Each letter stated that it was from “the Stockholder Group,” but each had its own signatory. Among these was defendant-appellant William Hawk (“Hawk“), an executive officer of defendant-appellant Ocean Capital LLC (“Ocean Capital“) and a principal owner of defendant-appellant PRCE Management, LLC (“PRCE“), an investment management firm that focuses on closed-end mutual funds based in Puerto Rico and that manages Ocean Capital.4 The Funds allege that many signatories to the Stockholder Group letters used non-party First Southern, a financial services company affiliated with PRCE, as a stockbroker.
The Funds note that the Stockholder Group letters were delivered to PRRTFF IV “via Hawk and First Southern.” First Southern is (or was at the time) managed by Hawk and his associates, defendants-appellants Vasileios A. Sfyris and Benjamin T. Eiler. The Stockholder Group did not send letters to any other fund.
C. Proxy Contests
In summer 2021, after Funds IV and V scheduled their annual meetings, Ocean Capital and Hawk put forth nominees for the boards of those funds (collectively, “the
In addition to issuing a letter to shareholders, the Nominating Parties also launched a public website where investors could learn more about CCI and its director nominees. Under the “Our Coalition” tab of the website, the Nominating Parties stated that Ocean Capital formed CCI, a coalition “comprised of shareholders,” to “advocate for improved leadership” at Funds IV and V by nominating “aligned and experienced director candidates to serve” on the board of those funds. The Nominating Parties attached copies of the materials posted to the CCI website to its Schedule 14A filing.
In a proxy statement filed in July 2021, the Nominating Parties declared that “there are no arrangements or understandings between Ocean Capital or its affiliates and the Nominees . . . other than the consent by each Nominee to be named in this Proxy Statement and to serve as a director of the Fund, if elected . . . .”6
In August 2021, the Nominating Parties sent a second letter to the shareholders of Funds IV and Fund V. These letters stated that Ocean Capital‘s “interests are squarely aligned with shareholders,” emphasizing that Ocean Capital is “not looking to ‘extract short-term profits’ at the expense of our fellow investors.” The letter also declared that “Ocean Capital is not a 20/22 Act Company and therefore does not enjoy tax benefits under those statutes.”
Between September 2021 and April 2022, the Nominating Parties and Ethan Danial (“Danial“) launched proxy campaigns seeking to elect new directors to the remaining seven funds, filing proxy statements along the way containing similar or identical information about CCI.7
D. Schedule 13D Filings
The SEC requires a person or group who owns or acquires more than five percent of a voting class of securities in a public company to file a Schedule 13D. See
Between October 2021 and April 2022, Defendants-Appellees filed Schedule 13Ds
E. The Funds’ Allegations
The Funds filed their complaint on February 28, 2022, subsequently filing an amended complaint on January 5, 2023. In the amended complaint, the Funds allege three counts of violations of federal securities laws and appliable SEC rules.9
In Count I, the Funds maintain that Defendants-Appellees filed incomplete Schedule 13Ds for its disclosed members and failed to file them for its undisclosed members. Particularly, the Funds contend that the Schedule 13Ds filed did not identify shareholding members of CCI beyond Ocean Capital and Hawk. The Funds also allege that Defendants-Appellees failed to file Schedule 13Ds for shareholding members of the Stockholder Group who “should have been disclosed as acting with” Hawk and Ocean Capital “regarding the Funds.” These supposed disclosure deficiencies, the Funds allege, violate
In Count II, the Funds assert deficiencies with Defendants-Appellees’ proxy materials that violate Lastly, in Count III, the Funds claim a violation of As relief, the Funds sought, among other things, an order directing Defendants-Appellees to “publicly correct their material misstatements or omissions relating to the Funds, including by filing with the SEC complete and accurate disclosures required by Sections 13(d) and 14(a) of the Exchange Act.” In addition, the Funds requested a permanent injunction barring Defendants-Appellees “from soliciting proxies regarding the Funds until the above-described disclosures are issued.” In March 2022, before any of the Funds held elections, the Nominating Parties voluntarily filed Schedule 14A definitive additional materials with the SEC (together, “the Supplemental Disclosures“).10 The Supplemental Disclosures informed shareholders about the alleged securities violations described in the amended complaint and clarified various statements at the center of the dispute, noting that the information in the Supplemental Disclosures “supersede[s] or supplement[s] the information” in previous filings. The Nominating Parties also attached copies of the complaint and amended complaint to the Supplemental Disclosures, emphasizing their view that the complaint was “completely without merit.” The Supplemental Disclosures also denied the existence of an undisclosed 13D group. It stated that “[n]one of Ocean Capital, its nominees, or Mr. Hawk has agreed to act as a ‘Group’ with any of [the Funds‘] shareholders.” The filings clarified that CCI “is not intended to describe a discernible group of investors, but instead is used to describe a like-mindedness of various shareholders who might understand and think similarly about the Fund and its affiliated funds with respect to which Ocean Capital has made nominations for director elections.” The Supplemental Disclosures emphasized that “Ocean Capital, its managing member, Mr. Hawk, and its nominees have never entered, and have no The Supplemental Disclosures further clarified the objectives of CCI‘s nominees. Those disclosures stated that, if elected, their nominees would consider “all avenues to maximize value,” including liquidation. As to 20/22 Act status, the Supplemental Disclosures noted that while “Ocean Capital is not a 20/22 Act Company,” certain principals of Ocean Capital, including Hawk, were entitled to tax benefits under that Act. In addition, the Nominating Parties elucidated previous statements regarding: (1) the compensation of certain incumbent directors; (2) the experience and qualifications of Izquierdo, one of its nominees; the performance of certain funds; (3) public statements made by a former UBS Group officer; and (4) the outcome of an SEC enforcement action against UBS Puerto Rico and two of its executives. CCI‘s nominees ultimately won election by wide margins at PRRTFF I, PRRTFF VI, and TFF I.11 On August 10, 2023, U.S. Magistrate Judge Giselle López-Soler issued a report and recommendation pursuant to Similarly, Judge López-Soler recommended dismissal as to the Funds’ Finally, Judge López-Soler recommended dismissal of the claims under The Funds duly objected to the report and recommendation and Defendants-Appellees responded. After independently reviewing the record, U.S. District Judge Gina R. Méndez-Miró adopted the entire report and recommendation. In doing so, she dismissed the Funds’ claims but retained jurisdiction over Defendants-Appellees’ counterclaims. The Funds then moved for a stay of the proceedings on the counterclaims under The Funds advance several arguments on appeal. The Funds first argue that the district court (collectively, Judges López-Soler and Méndez-Miró) erred in dismissing their Second, the Funds maintain that the district court erred in dismissing their The district court dismissed the Funds’ To survive dismissal for failure to state a claim under “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Twombly, 550 U.S. at 556). For purposes of our review, we must accept the well-pleaded factual allegations in the amended complaint as true and resolve all inferences in favor of the Funds. See McKee v. Cosby, 874 F.3d 54, 58 (1st Cir. 2017); see also 3137, LLC v. Town of Harwich, 126 F.4th 1, 8 (1st Cir. 2025) (“The standard of review of a motion for judgment on the pleadings . . . is the same as that for a motion to dismiss under Further, as a claim sounding in fraud, Essentially, Section 13(d) requires any person, or group of persons, after acquiring Gen. Aircraft Corp. v. Lampert, 556 F.2d 90, 94 (1st Cir. 1977). A “group” under act[ing] . . . for the purpose of acquiring, holding, or disposing of securities of an issuer.” The Funds insist that they have sufficiently pled Section 13(d) violations, pointing to the Stockholder Group letter as conclusive evidence of an undisclosed 13D group as to PRRTFF IV and as “powerful circumstantial evidence” as to the other funds. In addition, the Funds stress that each proxy campaign was launched by a self-described “coalition,” that a signatory of the Stockholder Group letter -- Danial, who signed on behalf of RAD Investments, LLC (“RAD“) -- was also a director nominee, that members of the Stockholder Group and CCI used First Southern as a stockbroker, and that the Stockholder Group letters were delivered via First Southern. We begin by assessing the sufficiency of the Funds’ pleadings as to the non-PRRTFF IV funds. The Funds have failed to allege sufficient facts to allow this court to infer the existence of an undisclosed 13D group as to the non-PRRTFF IV funds. To start, we note that no letter or other communication was ever sent on behalf of a purported group to any fund other than PRRTFF IV, as the Stockholder Group letter was only sent to shareholders of PRRTFF IV. And while the Funds maintain that there is “powerful circumstantial evidence” linking the Stockholder Group letter to CCI, we fail to see a connection. The fact is that Ocean Capital is the only signatory to the Stockholder Group letter that owns shares in every fund (although Hawk, too, personally owns shares in all but TFF I). Thus, based on the Funds’ pleadings, we cannot reasonably infer an undisclosed overlap in the membership of the Stockholder Group and CCI. Still, the Funds point to the fact that Danial is a director nominee and a signatory to the Stockholder Group letter as evidence of a hidden connection between the two groups. This tenuous link, however, is insufficient to support a Section 13(d) claim. First, we note that Defendants-Appellees disclosed in their Schedule 13D filings any shares owned by RAD in any of the funds, which Danial beneficially owned as a RAD manager. As to Danial, he does not personally own shares in any of the funds, including the fund for which he was nominated to serve as a director. For these reasons, the fact that Danial signed the Stockholder Group letter is insufficient to establish an undisclosed overlap in membership between the Stockholder Group and CCI, or any other Section 13(d) violation as to the non-PRRTFF IV funds. The Funds further emphasize the fact that some signatories of the Stockholder Group letter used First Southern as their stockbroker as circumstantial proof of the existence of an undisclosed 13D group. This fact, too, is insufficient to support a Section 13(d) claim. This is so because “an investor [does not] become a member of a group solely because his or her advisor caused other (or all) of its clients to invest in securities of the same issuer.” Rubenstein v. Int‘l Value Advisers, LLC, 959 F.3d 541, 547 (2d Cir. 2020). The Funds needed to have plausibly alleged an agreement to act together with respect to the shares of the particular fund, not merely overlapping advisors or interests. See Augenbaum v. Anson Invs. Master Fund LP, No. 22 CIV. 249 (VM), 2023 WL 2711087, at *11 (S.D.N.Y. Mar. 30, 2023) (finding the signing of parallel agreements with “no facts supporting that the alleged group members interacted in any way” insufficient to support the inference of an undisclosed 13D group). Here, the Funds have failed to plea facts that the alleged undisclosed group members interacted in any way with “the purpose of acquiring, holding, or disposing of securities of an issuer.” Lastly, the fact that the proxy campaigns were launched by a self-described “coalition” of investors is also insufficient for this court to reasonably infer the existence of an undisclosed 13D group as to the non-PRRTFF IV funds. The Funds stress that “the term ‘Coalition’ ordinarily indicates a group with many members.” But the fact that individuals have agreed to act together, without more, is insufficient to state a Section 13(d) claim. To do so, the Funds needed to have pled that CCI members acted in furtherance of at least one of the statutorily defined purposes. See As to PRRTFF IV, the Funds insist that the Stockholder Group letter supports the existence of an undisclosed Section 13(d) group. We need not analyze the sufficiency of the Funds’ pleadings as to PRRTFF IV, as they failed to demonstrate a showing of irreparable harm to warrant granting the injunctive relief they seek. For that reason, the Funds’ remaining Section 13(d) claim must also fail. Section 13(d) disclosure requirements have an informative purpose: namely, “to provide investors and the market in general with accurate information about potential changes in corporate control.” Hibernia Sav. Bank v. Ballarino, 891 F.2d 370, 372 (1st Cir. 1989) (quoting Ludlow Corp. v. Tyco Lab‘ys Inc., 529 F. Supp. 62, 65 (D. Mass. 1981)). In enacting Section 13(d), “Congress expressly disclaimed an intention to provide a weapon for management to discourage takeover bids or prevent large accumulations of stock” to maintain its control. Rondeau v. Mosinee Paper Corp., 422 U.S. 49, 58-59 (1975). As we have admonished in the past, federal courts should be careful not to get drawn “into factional intracorporate disputes” by management over the adequacy of disclosure requirements, “so long as the interests of all investors are adequately protected.” Lampert, 556 F.2d at 95. Consistent with the informative purpose of Section 13(d), injunctive relief is the only available remedy for private claims. See Hallwood Realty Partners, L.P. v. Gotham Partners, L.P., 286 F.3d 613, 620 (2d Cir. 2002). However, “the bare fact that [a party] violated the Williams Act,” without more, is insufficient to warrant a grant of injunctive relief. Rondeau, 422 U.S. at 60; see id. at 62 (emphasizing that injunctive relief is “designed to deter, not to punish“) (quoting Hecht Co. v. Bowles, 321 U.S. 321, 329 (1944))). Rather, “a showing of irreparable The Funds here have not adequately shown the irreparable harm necessary to warrant granting injunctive relief and, thus, their Section 13(d) claim also fails as to PRRTFF IV. For starters, we note that the Funds did not move for a preliminary injunction, which undermines their claim of irreparable harm. Nor have the Funds explained how the information included in the Stockholder Group letter (including the voting power of the “group” and its objectives) is so inadequate that “the evils to which the Williams Act was directed” are implicated by Defendants-Appellees’ alleged technical violation. Rondeau, 422 U.S. at 59; see id. at 58 (“The purpose of the Williams Act is to insure that public shareholders who are confronted by a cash tender offer for their stock will not be required to respond without adequate information regarding the qualifications and intentions of the offering party. By requiring the disclosure of information to the target corporation as well as the [SEC], Congress intended to do no more than give incumbent management an opportunity to express and explain its position.” (footnote omitted)); see also Hibernia, 891 F.2d at 372 (“The underlying purpose of Section 13(d) is to provide investors and the market in general with accurate information about potential changes in corporate control” without “tip[ping] the balance in favor of either management, or those attempting a change in corporate control.” (quoting Ludlow Corp., 529 F. Supp. at 65)). For these reasons, the Funds’ complaint does not satisfy the irreparable harm showing that would justify granting relief here. Having determined that an independent ground supports dismissal of the Section 13(d) claims, we need not address the sufficiency of the Funds’ pleadings as to PRRTFF IV. See Ungar v. Arafat, 634 F.3d 46, n.4 (1st Cir. 2011) (noting that an appellate court “may affirm a judgment on any independently sufficient ground made manifest in the record” (citing Banco Popular de P.R. v. Greenblatt, 964 F.2d 1227, 1230 (1st Cir. 1992))); see also Lessler v. Little, 857 F.2d 866, 874 (1st Cir. 1988) (affirming the district court‘s dismissal on one ground and, accordingly, declining to address the other). Next, we address the Funds’ Section 14(a) claims. As with the Section 13(d) claims, the district court dismissed the Funds’ Section 14(a) claims on two independent grounds: failure to state a claim and mootness. Having affirmed dismissal of the Section 13(d) claims for failure to state a claim, we will only address the Funds’ surviving allegations regarding material misstatements or omissions in Defendants-Appellees’ proxy statements. Section 14(a) makes it unlawful to solicit proxies in contravention of “such rules and regulations as the [SEC] may prescribe as necessary or appropriate in the public interest or for the protection of investors.” To succeed on a Section 14(a) claim, the Funds must satisfy a three-part test. That test requires (1) the Funds to contend that a proxy statement contained a material misrepresentation or omission, (2) which caused the plaintiff injury, and (3) that the proxy solicitation itself was “an essential link in the accomplishment of the transaction.” Gen. Elec. Co. by Levit v. Cathcart, 980 F.2d 927, 932 (3d Cir. 1992) (quoting Mills, 396 U.S. at 385). A misrepresentation or omission is material “if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote.” TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976). The standard for materiality is not a low one, requiring fair accuracy, not perfect expression. New England Anti-Vivisection Soc., Inc., 889 F.2d at 1202. As with the Section 13(d) claims discussed, the Funds’ Section 14(a) claims are also subject to a heightened pleading standard under the PSLRA. See Savoy v. Bos. Priv. Fin. Holdings, Inc., 626 F. Supp. 3d 242, 249 (D. Mass. 2022) (applying the PSLRA heightened pleading standard to Section 14(a) claims). With this standard in mind, we consider the Funds’ surviving Section 14(a) claims. The Funds allege that Defendants-Appellees made false and misleading statements by: (1) referring to a “coalition” of shareholders because such a claim either created the impression of a broad group of shareholders or triggered a “bandwagon effect“; (2) failing to disclose that liquidation was its sole goal; and (3) representing that it was “aligned” with shareholders. We evaluate the sufficiency of each allegation in turn. The Funds argue that Defendants-Appellees’ use of the term “coalition” on their CCI website and proxy filings was doubly misleading: Either it referred to a broad group of shareholders, in which case those shareholders needed to be disclosed, or it referred only to Hawk and Ocean Capital, in which case the term implied “broad stockholder support” when there was none. We addressed the former argument in our consideration of the Section 13(d) claims, and so we turn to the Funds’ latter argument that the term “coalition” was misleading. We disagree with the Funds’ proposition that the ambiguous description of CCI as a “coalition” produced a “bandwagon effect,” as that term is described in Lone Star Steakhouse & Saloon, Inc. v. Adams, 148 F. Supp. 2d 1141, 1152 (D. Kan. 2001) (“If shareholders believe that a significant number of other investors support defendant [because of inaccurate statements of support], that belief will likely impact the decisions of those investors with less time to research the claims of either existing management or the proxy contender.“); see also Gould v. Am.-Hawaiian S. S. Co., 535 F.2d 761, 772 (3d Cir. 1976) (holding that statements that communicated significant shareholder support for the approval of a merger was material because it discouraged “careful consideration of the merits of the plan of merger and even voting on it at all“). To trigger a “bandwagon effect,” statements of support must be concrete and sufficiently significant to the decision confronting shareholders. For example, in Lone Star, the defendant‘s proxy statements assured shareholders that “a number of institutional and individual stockholders . . . would vote” to elect him to the board of directors. Id. at 1144. He also provided a list of his purported institutional stockholders and the amount of assets each held. Id. Likewise, the defendant in Gould informed shareholders that the proposed merger already enjoyed the support of sufficient shareholders to constitute the necessary two-thirds majority for approval. 535 F.2d at 772. Unlike Defendants-Appellees here, the defendants in Lone Star and Gould made specific claims about the size and voting power of the shareholder cohort. The Funds do not allege that Defendants-Appellees are making such concrete and overwhelming declarations of shareholder support for its nominees. Instead, Defendants-Appellees clarified in their Supplemental Disclosures that CCI is meant to “describe a like-mindedness of various shareholders who might understand and think similarly about the Fund and its affiliated funds with respect to which Ocean Capital has made nominations for director elections.” Such an ambiguous description is insufficient to make the statement materially misleading for the purposes of Section 14(d) liability. Cf. Mills, 396 U.S. at 384-85 (“There is no need to supplement [Section 14(a)] . . . with a requirement of proof as to whether a defect actually had a decisive effect on the voting.“). The Funds argue that Defendants-Appellees’ statements concerning their intent for the funds were materially misleading. The Funds point to the filings in which Defendants-Appellees declared that, if elected, their nominees would consider “all avenues to maximizing value,” including liquidation. The Funds argue that this statement is misleading because liquidation is in fact Defendants-Appellees’ only objective. In other words, the Funds here insist that the intent behind the filings was misleading. But “proof of mere disbelief or belief undisclosed should not suffice for liability under [Section] 14(a).” Virginia Bankshares, Inc. v. Sandberg, 501 U.S. 1083, 1096 (1991). Nothing in the filings here supports a plausible inference that liquidation was the only objective Defendants-Appellees’ nominees would consider if elected. For that reason, the Funds’ claim fails. For similar reasons, the statement in the Stockholder Group letter that they sought to add liquidation as an “additional investment objective” is not sufficient to show that liquidation was the sole objective as to PRRTFF IV. And since Defendants-Appellees have been clear in their initial and Supplemental Disclosures that its director nominees for PRRTFF IV would consider liquidation as one of many options to maximize value, the The Funds also contend that Defendants-Appellees’ affirmation that their interests are “squarely aligned with shareholders” is materially misleading because it did not disclose that Ocean Capital‘s principals were beneficiaries of Act 22, unlike most other Fund shareholders. That statement is neither false nor misleading. Defendants-Appellees consistently disclosed that “Ocean Capital is not a 20/22 Act Company” and subsequently, that some of its principles were entitled to tax benefits under Act 20/22 in the event of a liquidation. The Funds asserted various other Section 14(a) violations to the district court. On appeal, however, they only list these claims in a single footnote of their brief.14 “We have repeatedly held that arguments raised only in a footnote or in a perfunctory manner are waived.” P.R. Tel. Co., Inc. v. San Juan Cable LLC, 874 F.3d 767, 770 (1st Cir. 2017) (quoting Nat‘l Foreign Trade Council v. Natsios, 181 F.3d 38, 61 n.17 (1st Cir. 1999)); see also Grella v. Salem Five Cent Sav. Bank, 42 F.3d 26, 36 (1st Cir. 1994) (argument raised by way of “cursory footnote” deemed waived). Because the Funds waived those claims, we decline to consider the sufficiency of the pleadings as to those claims. In accordance with its order dismissing the Funds’ claims, the district court granted relief on Defendants-Appellees’ counterclaims regarding PRRTFF I, PRRTFF VI, and TFF I. The district court‘s injunction ordered the Funds to seat the Defendants-Appellees’ nominees as members of the board of directors of those funds. Since we affirm the district court‘s decision as to the Funds’ securities claims, we reject the Funds’ request that we vacate the judgment on Defendants-Appellees’ counterclaims.15 For the foregoing reasons, we affirm the district court‘s dismissal of the Funds’ Sections 13(d), 14(a), and 20(a) claims.16F. Supplemental Disclosures
G. District Court Proceedings
II. DISCUSSION
A. Section 13(d) Claims
i. Failure to State a Claim
ii. Lack of Irreparable Harm
B. Section 14(a) Claims
i. Term “Coalition” and “Bandwagon Effect”
ii. Liquidation as the Sole Objective
iii. Aligned Interests Statement
iv. Waiver of Additional Claims
C. Defendants-Appellees’ Counterclaims
III. CONCLUSION