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The Court first explained that, in Tesla, the Ninth Circuit had concluded that various statements made by the company's CEO that the company was "on track" to meet performance objectives and that the company was making "great progress" were either forward-looking statements protected by the safe harbor provision of the Private Securities Litigation Reform Act ("PSLRA") or were otherwise too vague to be actionable. Id. at *2-3. The Court explained that the Ninth Circuit had determined that such statements were non-actionable because they did not include a "'concrete description' concerning the 'past and present state' of production"; thus, a general statement that a company is "on track" to meet projections is "forward-looking for the same reasons" as the original projections. Id. at *4.
The Court further explained that the challenged statements before it regarding the company's performance targets — such as "we're on that slope," "we're pretty much on that drum beat," and "we hover around that line" — were indistinguishable from those in Tesla and did "not include sufficiently 'concrete descriptions' of present facts to fall outside the protection of the Safe Harbor." Id. The Court also held that challenged statements that "the framework is intact" regarding the company's projections could not "be false unless there was no longer any part of the framework intact." Id.
While plaintiffs argued that the company's statement that it had "actually hit certain intermediate benchmarks" constituted a "concrete factual assertion about a specific present or past circumstance," the Court held that, under Tesla, such generic statements were too vague to be actionable because they did not identify any specific benchmark that had been reached. Id.
Because the Court had already held that plaintiffs failed to establish loss causation with respect to challenged statements other than those relating to the projections, the Court granted summary judgment for defendants on all of plaintiffs' claims. Id. at *5-6.
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