Securities Law Alert
In This Edition:• Supreme Court: Hears Oral Argument on Whether the Basic Presumption Can Be Rebutted by Showing
There Was No Price Impact Even Though That Evidence Is Also Relevant to Materiality• Ninth Circuit: Strong Inference of Scienter Not Supported Where Plaintiff Failed to Plead a Plausible
Motive• Northern District of California: Materially False Statements Were Not Plausibly Pled Because theAspirational Assertions Concerning Corporate Diversity Were Non-Actionable• Northern District of California: Omission-Based Theory of Fraud Adequately Pled Where Defendants
Attributed Revenue Growth to Product Quality and Failed to Disclose Allegedly Coercive Sales Practices• Southern District of New York: Item 303 Does Not Require Real-Time Disclosures of Trading Volume andCommission Revenue Fluctuations
April 2021

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Simpson Thacher & Bartlett LLPSupreme Court: Hears Oral
Argument on Whether the
Basic Presumption Can Be
Rebutted by Showing There
Was No Price Impact Even
Though That Evidence Is Also
Relevant to Materiality
On March 29, 2021, the Supreme Court heard
oral arguments in Goldman Sachs Group v.
Arkansas Teacher Retirement System, No.
20-222. At issue is whether: (1) the Basicpresumption of classwide stockholder reliancein Section 10(b) claims can be defeated byshowing that the alleged misstatements had
no impact on the price of the security, eventhough such evidence is also relevant tothe substantive element of materiality; and(2) whether a defendant seeking to rebut
the Basic presumption has only a burden of
production, or a burden of persuasion as well.

Background
In Basic v. Levinson, 485 U.S. 224(1988), the Court created the “rebuttablepresumption” of classwide reliance forplaintiffs asserting Section 10(b) claims onbehalf of a putative class of stockholders.
The Basic presumption can be rebutted with“[a]ny showing that severs the link between
the alleged misrepresentation and either the
price received (or paid) by the plaintiff, or
his decision to trade at a fair market price.”
Halliburton v. Erica P. John Fund, 573
U.S. 258 (2014) (Halliburton II) held thatcourts must consider evidence at the classcertification stage offered to show that analleged misrepresentation had no impact on
the price of the relevant security, even if thatsame evidence would also be “highly relevantat the merits stage.” In so-holding, the Court
explained that a defendant is entitled to rebut
the Basic presumption through any evidence
showing that “the asserted misrepresentation(or its correction) did not affect the market
price of the defendant’s stock.” In Amgen v.

Connecticut Retirement Plans & Trust Funds,
568 U.S. 455 (2013), the Court held thatplaintiffs need not establish the substantive
element of materiality to certify a class. The
Amgen Court explained that while a plaintiff“must prove materiality to prevail on the
merits,” “such proof is not a prerequisite toclass certification. Rule 23(b)(3) requires ashowing that questions common to the classpredominate, not that those questions will beanswered, on the merits, in favor of the class.”
The case of Goldman Sachs Group v.
Arkansas Teacher Retirement System centerson certain disclosures made by the defendantbank between 2006 and 2010 about its
business practices, including that: “We haveextensive procedures and controls that aredesigned to identify and address conflictsof interest” and “Our clients’ interests
always come first.” Stockholders brought asecurities fraud lawsuit alleging that thesestatements were false because the bank madethem while knowing that it had undisclosed
conflicts of interest. The crux of the plaintiff
stockholders’ claim is that the bank’s
representations about being conflict free
artificially maintained an inflated stock priceand that the later revelations of conflicts,
such as those presented in an SEC complaint,
were “corrective disclosures” that caused themarket to devalue their shares. Defendants(the bank and certain of its executives) havecharacterized the statements at issue asaspirational and generic and argue that they
were not material and had no impact on thestock price.

The Second Circuit held that a defendant in asecurities class action may not rebut the Basicpresumption by pointing to the generic natureof the alleged misstatements, because that
evidence is also relevant to the substantive
element of materiality. Ark. Teacher Ret. Sys.
v. Goldman Sachs Grp., 955 F.3d 254 (2d Cir.
2020). The court characterized defendants’proposed test as one that would require courts
to ask whether the alleged misstatements
were “immaterial as a matter of law” and weremerely “a means for smuggling materiality
into Rule 23.” Defendants petitioned theSupreme Court for a writ of certiorari toreview the Second Circuit’s decision. The
Court granted defendants’ petition on
December 11, 2020.

Justices Grapple With Whether a
Court Can Consider Evidence That
Is Relevant to Both Price Impact
and Materiality
During oral argument, petitioners’ counsel
argued that the Second Circuit made two
errors. First, the court had “refused toconsider the generality of the statements asevidence tending to disprove price impact,”
which respondents agreed were relevant tothe underlying inquiry. Second, petitioners’
counsel stated that the court had “erredby holding that the Basic presumption
shifted the ultimate burden of persuasion
to a defendant on the issue of price impact.”
Petitioners warned that if class certificationis permitted on these facts, “any stock drop
will inevitably result in a reverse-engineered
securities class action” based on genericcorporate statements.
Citing Amgen’s holding that a plaintiff is
not required to prove materiality at theclass certification stage to invoke the Basicpresumption, Justice Thomas questioned
whether Amgen precludes a defendant fromdisproving materiality at the class certification
stage. Petitioners’ counsel responded thata defendant can “point to evidence thatwould also be relevant to materiality at theclass certification stage in order to negate
price impact[],” arguing that “the mere factthat a court at the motion to dismiss stage
says that a case shouldn’t be dismissed onmateriality grounds doesn’t mean that thatelement has been definitively resolved.”
Petitioners’ counsel advocated the Court toadopt a “sliding scale” approach whereby “themore generic a statement is, the less likely2

it is to have price impact.” In advancing thisargument, petitioners’ counsel asserted that“the nature of the statements is evidence
that simply weighs in the preponderance-ofthe-evidence inquiry[]” and that the parties
can, but are not required to, submit expert
testimony on the issue of how generic thestatements are and whether they could have a
price impact.
Counsel for the United States as amicus
curiae supporting neither party, stressed thatthe parties largely agreed that a defendant
may rebut the Basic presumption by
pointing to the generic nature of the alleged
misstatements to show a lack of price impact
and expressed approval for the sliding scale
approach. When asked by Justice Barrett if
there could be implications for materiality if
the nature of a statement can be consideredon the question of price impact, counsel
for the United States responded that “theCourt had made clear in, I think, Amgenand Halliburton II, that just because aparticular issue might bear on the merits,
that’s no reason not to allow the defendantor the plaintiff to bring that issue in atclass certification.” On the question of the
defendant’s burden of proof, counsel for
the United States stated that “every court ofappeals to consider the question, including
the Seventh Circuit in Allstate,1 has held that
defendants bear the burden [of production
and persuasion]. And that’s what we think
this Court should hold as well.”
Respondents’ counsel agreed that “thegeneric nature of the statement as they
use the term is relevant evidence to priceimpact.” However, respondents’ counsel
argued price impact “ought to be addressedin the first instance and principally by expert
testimony, but judges can evaluate that
testimony on the basis of common sense.”
Pressed by Justices Alito and Gorsuch on how
a judge should analyze the burden shifting
issue, respondents’ counsel acknowledgedthat where a defendant comes forward withcredible evidence that there is no price impact
from an alleged misstatement, and plaintiff
does not offer its own direct evidence, a court
can find a lack of classwide reliance.
The Court will issue a decision in Goldman
Sachs Group v. Arkansas Teacher Retirement
System later this Term.

1. In re Allstate Corp. Sec. Litig., 966 F.3d 595 (7th Cir. 2020).

Ninth Circuit: Strong
Inference of Scienter Not
Supported Where Plaintiff
Failed to Plead a Plausible
MotiveOn April 8, 2021, the Ninth Circuit affirmed
the dismissal of a putative securities fraudclass action against an investment bank, inwhich plaintiffs alleged that the bank sought
to fraudulently inflate a company’s stock priceby publishing a report setting a target priceof $7 per share without disclosing that its
investment banking department would act
as the placement agent for a dilutive offering
pricing the stock at $6 per share announced
later that same day. Prodanova v. H.C.
Wainwright, 2021 WL 1307882 (9th Cir.
2021) (Lee, J.). The court held that because
the complaint did not offer a plausible
motive for the bank’s actions, or provide
compelling and particularized allegations
about scienter, it did not support a strong
inference that the bank intentionally madefalse or misleading statements or acted withdeliberate recklessness.

Plaintiff Failed to Plead a Plausible
Theory of Defendants’ Motive
Plaintiff maintained that the bank deliberately
published the report without disclosing theimpending offering to drive up the company’s
stock price. Plaintiff claimed that the bank’s“motive was to increase its own compensationfrom the Offering, as it was set to receive 5%of the Offering’s gross proceeds.” Noting thatplaintiff “appears to assert two formulationsof this motive,” the court held that “neither
theory is plausible” and neither “create[s] astrong inference of scienter.”
The court observed that plaintiff’s first theory
alleged that the bank had an incentive toboost the company’s stock price because
its overall compensation from the offering
would somehow increase if the stock pricewere higher. Plaintiff’s second theory
similarly asserted that the bank “had aninterest in generating buying activity at an
artificially inflated price to ensure a profitable
offering[],” which would lead to greater
compensation for the bank. As there was nopredetermined minimum number of shares
to be sold in the offering, under plaintiff’s
theory, the bank had an incentive to generate
3interest in the company’s stock so that as
many shares as possible would be sold andpublishing the report could generate suchinterest. The court determined that “[n]either
theory is persuasive or plausible, as bothare divorced from common experience.”
The court explained that “we expect that afinancial motive for securities fraud will beclear; for example, someone inside a company
stands to gain a substantial profit by engaging
in deceptive behavior, such as selling shares
before the company discloses negative
information.” However, the court stated thatin this case, “neither theory provides a clear
financial incentive.”

An Apparent Error, Even if
Embarrassing or Inexplicable,
Does Not Establish Fraudulent
Intent Especially in the Absence of a
Plausible Motive
The court explained that the “first theory[of fraudulent intent] does not make sense
for a couple of reasons.” First, the bank
was set to receive 5% of the offering’s grossproceeds and plaintiff did “not explain how
the share price would affect the Offering’s
gross proceeds, which in turn determine [thebank’s] compensation.” The court pointed outthat the bank “would have received the same
compensation for a $61 million Offering,no matter if the share price was $6 or $7.”
Second, the court observed that the bank“would stand to lose more from its allegedly
fraudulent actions than it would gain.” Thecourt explained that the bank’s “apparent
snafu—issuing a $7 target price in a Reportjust before a dilutive offering of $6 per share—likely strained its longstanding relationshipwith [the company].” The court reasoned
that the “risk of losing a longtime client andpublicly sullying its own reputation in theindustry far outweighs the benefit of a slightly
higher return on one transaction.” Thecourt concluded that “a company’s apparent
error—even an embarrassing or inexplicable

one—does not establish fraudulent intent,
especially if the plaintiff cannot offer aplausible motive for the company’s conduct.
[Plaintiff] thus does not plausibly allege
scienter on this theory.” The court statedthat plaintiff’s “second theory [of fraudulent
intent] is even more speculative.” The court
found that plaintiff “alleges no facts to showthat the Offering would not have sold out
but for the Report’s publication and the later
increase in [the company’s] share price andtrading volume.”

Northern District ofCalifornia: MateriallyFalse Statements Were Not
Plausibly Pled Because theAspirational Assertions
Concerning Corporate
Diversity Were NonActionable
On March 19, 2021, the Northern Districtof California granted defendants’ motion todismiss with leave to amend a stockholder
derivative lawsuit against the board of aprominent social media company, certain
executives, and the company itself asa nominal defendant that challenged
the company’s alleged lack of diversity,
discriminatory advertising practices
and failure to curb hate speech as false
and misleading statements because they
contradicted the company’s proxy statements
about its commitment to diversity, in
violation of Section 14(a) of the ExchangeAct. Ocegueda v. Zuckerberg, 2021 WL
1056611 (N.D. Cal. 2021) (Beeler, J.). The
court held that the allegations “do notplausibly plead a materially false statement
under [Section] 14(a) primarily because
the aspirational assertions in the proxystatements are non-actionable.”4

Plaintiff’s Allegations Concerning
Diversity and Inclusion
Plaintiff alleged that defendants’ practices
contradicted “the representations in [thecompany’s] 2019 and 2020 proxy statementsthat it is committed to diversity andinclusion, including ‘building a workforce
that is as diverse as the communities it
serves’ and including individuals from diverse
backgrounds at the board level.” Plaintiff
further alleged that the company had only
one Black board member and no Black senior
executives. With respect to the allegedly
discriminatory advertising practices, plaintiff
cited, among other things, congressional
testimony by the company’s CEO on its
advertising practices, which purportedly“allowed advertisers to discriminate by racein housing ads.” Plaintiff also alleged that thecompany did not stop hate speech, including
allegedly incendiary May 2020 posts fromthen-President Trump on the company’ssocial media platform.

facts contradicting plaintiff’s allegations
concerning diversity in the company’s senior
executive ranks and noted that the company
remediated the alleged discriminatory
advertising practices by March 2019.
The court additionally determined that“plaintiff did not plead plausible facts about
discriminatory practices in advertising, hiring,and pay that render the [proxy] statements
misleading.” Finally, the court stated that“plaintiff identifies no basis for inferringthat the statements (and the omission of
the directors’ alleged lack of commitment todiversity, the lack of an independent chair,and the effect on executive compensation)
formed an essential link to a loss-generating
corporate action.”

Plaintiff Did Not Plausibly Plead an
Actionable False Statement
The court explained that to state a claim
under Section 14(a), “plaintiff must allege
that the proxy statements contained either(1) a false or misleading declaration ofmaterial fact, or (2) an omission of material
fact that makes any portion of the statement
misleading.” The court held that “plaintiff
did not plausibly plead an actionable false
statement.” Citing several cases, the court
stated that “courts hold similar statements
are non-actionable puffery or aspirational(and hence immaterial).” For example, thecourt cited Lopez v. CTPartners Executive
Search, 173 F. Supp. 3d 12 (S.D.N.Y. 2016),
which held that a company’s statements aboutcommitment to a “diverse workforce” and “aninclusive and positive working environment”
were “immaterial puffery.”
The court further stated that the allegations
did not support an actionable claim ofwidespread unlawful practices. The court
found that plaintiff’s allegations about theboard’s composition and selection process
were inaccurate. The court noted that twoof the nine directors were Black, a third
Black director stepped down in March 2020
and, since its 2018 adoption of its diversity
policy, a majority of new nominees wereBlack or female. The court also credited

Rising Tide of Lawsuits Challenging
Lack of Corporate Diversity
Since last year, stockholders have filed
a number of lawsuits concerning board
diversity against well-known companies. To
date, these suits have not fared well. On April
8, 2021, the Central District of California
dismissed without prejudice a lawsuit withsimilar allegations because plaintiff failed tomake a demand on the board or adequately
plead demand futility. Falat v. Sacks, No.
20-1782 (C.D. Cal. 2021) (Selna, J.).2 And,on April 27, 2021, the Northern District ofCalifornia dismissed a similar stockholder
derivative lawsuit against an apparel company
without prejudice to the plaintiff filing claims
in Delaware Chancery Court pursuant to
the forum selection clause in the company’s
bylaws. Lee v. Fisher, No. 20-06163 (N.D. Cal.
2021) (Kim, J.). The decision in Ocegueda v.
2. In this stockholder derivative action plaintiff alleged violationof Section 14(a) against a beverage company as a nominal
defendant and certain of its executives and directors, claimingthat the individual defendants caused the company to makefalse and misleading statements regarding its commitment
to diversity in its Code of Business Conduct and Ethics, on its
website, and in its proxy statements.
5

Zuckerberg indicates that courts may not give
allegations concerning diversity and inclusion
special consideration, instead applying
precedent where corporate statements were
determined to be aspirational assertions
or puffery.

Northern District ofCalifornia: Omission-Based
Theory of Fraud Adequately
Pled Where Defendants
Attributed Revenue Growth
to Product Quality and Failed
to Disclose Allegedly Coercive
Sales Practices
On March 22, 2021, the Northern District ofCalifornia denied in part a motion to dismiss
securities fraud claims against a software
company and certain of its officers alleging
that the company used coercive sales practices
to sell its cloud-based products. City ofSunrise Firefighters’ Pension Fund v. Oracle,2021 WL 1091891 (N.D. Cal. 2021) (Freeman,J.). The court held that plaintiff “adequately
pled a narrow omission-based theory of[securities] fraud[,]” centering on defendants’statements about the drivers of the company’s
cloud revenue growth and the reasons forthe subsequent deceleration of that growth,where defendants allegedly failed to disclosethat “engineered deals” were a material driverof the growth or that the dwindling efficacy
of its sales practices had a material impact on
this deceleration.

Omission-Based Claim Adequately
Pled as to Cloud Revenue Growth
Plaintiff contended that defendants’“statements about cloud revenue and growth
were false and misleading because theyfailed to disclose that [the company] wasengaged in improper sales tactics to boost
sales of flawed products.” More specifically,
plaintiff alleged that defendants “misleadingly
attributed [the company’s] cloud revenue
growth to the quality and competitivenessof its cloud offering, while failing to disclosethat engineered deals were a material driverof those results.” The court determinedthat plaintiff “has provided additional
allegations from the [confidential witnesses]
along with new allegations from industry
members that establish the materiality ofrevenue generated through [the] [s]ales[p]ractices.” For example, one confidential
witness who was a former executive “reported
that 90-95% of Company-wide cloud sales
during fiscal years 2016 and 2017, at aminimum, were engineered deals.” Thecourt held that “[a]t this stage, allegations
relating to the reasons for which customers
adopted [the company’s] cloud products
over the competition are adequate to state anomission-based claim under Section 10” of
the Securities Exchange Act.

Omission-Based Claim Adequately
Pled as to Cloud Revenue Growth
Deceleration
Plaintiff also alleged that defendants misledinvestors about the reasons for the company’s
cloud revenue growth deceleration, forexample by stating that the deceleration was
due to customers waiting for the company’s
next generation cloud product. Plaintiff
alleged that customers refused to renew
short-term subscriptions that the company
had sold using coercive sales tactics, that
customers were resisting these tactics withthe assistance of consultants, and that there
was a smaller pool of targets as the company
had already used its sales tactics on many of
its customers. The court held that “[a]t thisstage, the allegations relating to cloud
growth deceleration are adequate to state anomission-based claim under Section 10.”The court emphasized that the company“does not have a stand-alone duty todisclose its sales practices. However, aswith [d]efendants’ statements about driversof cloud growth, once [d]efendants madestatements about the reasons underpinning
cloud growth deceleration, investors would
have been interested to know that thedwindling efficacy of [the company’s] sales
practices had a material impact on this6

decline.” The court stated that the company’s“affirmative representations about cloud
growth deceleration and drivers of cloud
growth ‘affirmatively create[d] an impressionof a state of affairs that differs in a material
way from the one that actually exist[ed].’”Quoting Brody v. Transitional Hosps. Corp.,
280 F.3d 997 (9th Cir. 2002). The court
further explained that “[t]his is particularly
true during a Class Period where the nascentcloud market exploded and [the company’s]competitors enjoyed robust growth.”

Southern District of New
York: Item 303 Does
Not Require Real-Time
Disclosures of Trading Volume
and Commission Revenue
Fluctuations
On March 17, 2021, the Southern District of
New York dismissed with prejudice a putative
securities fraud class action alleging thatan online brokerage firm failed to disclose
in its registration statement declines incommissions and trading volume for the firstquarter of 2019, which had not concluded at
the time of the IPO. Willard v. UP Fintech
Holding, 2021 WL 1026571 (S.D.N.Y. 2021)(Furman, J.).3 The court held that thebrokerage firm was not required to disclose
intra-quarter trading commission andtrading volume information. The court also
held that the allegedly omitted information
was not material in light of the historical
disclosures and risk warnings disclosed in theregistration statement.

Background
Plaintiffs alleged that at the time of thebrokerage firm’s IPO, which was shortly
before the end of the first quarter of 2019, it“had already learned that its trading volume
and commissions for the first quarter of2019 were sharply declining[.]” Plaintiffs
contended that Item 303 of SEC Regulation
S-K “required [d]efendants to disclose theQ1 2019 declines in trading volume andcommissions and that, by failing to do so in
the Registration Statement, they violated
Sections 11 and 15 of the Securities Act[.]”3. Simpson Thacher represents the underwriters of UP Fintech’s
initial public offering in this matter.

The Obligations Imposed by
Item 303
The court explained that “Item 303 does
not call for disclosure of any trend or
uncertainty.” Instead, under Litwin v.
Blackstone, 634 F.3d 706 (2d Cir. 2011), Item
303 “imposes a disclosure duty where a trend,demand, commitment, event or uncertainty
is both [1] presently known to management
and [2] reasonably likely to have material
effects on the registrant’s financial condition
or results of operations.” The court noted that
Item 303 requires a company “to explain in
the prospectus if there has been an importantchange in the company’s business orenvironment that significantly or materiallydecreases the predictive value of the reported
results so as to prevent the latest reported
results from misleading potential investors.”

Item 303 Does Not Require RealTime Disclosures of Trading
Volume and Commission
Revenue Fluctuations
The court held that plaintiffs “fail to plausibly
allege that the alleged declines in trading
volume and commissions even constituteda ‘trend,’ such that disclosure was required
by Item 303.” The court pointed out thatplaintiffs “conspicuously fail to allege theexistence of any causal event or momentin time that the declines allegedly began.
And their own allegations, drawn from theRegistration Statement itself, make plain that
there were significant fluctuations in both
metrics on a quarter-to-quarter basis.”
The court further pointed out that“trading volume and commission revenue
were not even directly correlated with
one another—nor with overall revenue
growth—so disclosure of intra-quartertrading volume data could itself beincomplete and misleading.” The court
7

stated that “the gravamen of [p]laintiffs’
claim is that [d]efendants were required toreport fluctuations in trading volume andcommission revenue in real time.” Citing
several Southern District of New Yorkdecisions, the court stated that “Item 303,
however, does not require such real-time
disclosures.”

Alleged Omissions Not Material
Where Registration Statement
Included Historical Disclosures andRisk Warnings
The court also explained that “theRegistration Statement disclosed that [thebrokerage firm] had seen dramatic swingsin trading volume and commission revenue
on a quarter-to-quarter basis[.]” The court
further pointed out that “these data wereaccompanied by fulsome warnings thatfigures like trading activity and commission
revenue were highly volatile and subject tofactors beyond [the brokerage firm’s] control;that this volatility had been largely masked todate by [the brokerage firm’s] strong growth
and there was no guarantee that that would
continue; and that investors could not draw
meaningful information through period-toperiod comparisons.” The court concluded
that “‘[i]n light of this total mix, a reasonable
investor would not have considered theomitted interim financial information’—assuming arguendo that it was available andeven known to [d]efendants—‘material’ and,thus, ‘the omissions are not actionable under
Section 11.’” Quoting In re Barclays BankPLC Sec. Litig., 2017 WL 4082305 (S.D.N.Y.
2017), aff’d, 756 F. App’x 41 (2d Cir. 2018)(summary order).

This edition of the
Securities Law Alert was edited by
Sarah L. Eichenberger / +1-212-455-3712
sarah.eichenberger@stblaw.com
Susannah S. Geltman / +1-212-455-2762
sgeltman@stblaw.com and
Linton Mann III / +1-212-455-2654
lmann@stblaw.com

8New York

Los Angeles

Brooke E. Cucinella+1-212-455-3070
brooke.cucinella@stblaw.com

Joseph M. McLaughlin+1-212-455-3242
jmclaughlin@stblaw.com

Chet A. Kronenberg+1-310-407-7557
ckronenberg@stblaw.com

Paul C. Curnin+1-212-455-2519
pcurnin@stblaw.com

Lynn K. Neuner+1-212-455-2696
lneuner@stblaw.com

Palo Alto

Stephen M. Cutler+1-212-455-2773
stephen.cutler@stblaw.com

Michael J. Osnato, Jr.
+1-212-455-3252
michael.osnato@stblaw.com

Sarah L. Eichenberger+1-212-455-3712
sarah.eichenberger@stblaw.com

Joshua Polster+1-212-455-2266
joshua.polster@stblaw.com

Michael J. Garvey+1-212-455-7358
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Alan C. Turner+1-212-455-2472
aturner@stblaw.com

Susannah S. Geltman+1-212-455-2762
sgeltman@stblaw.com

Craig S. Waldman+1-212-455-2881
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Paul C. Gluckow+1-212-455-2653
pgluckow@stblaw.com

George S. Wang
+1-212-455-2228
gwang@stblaw.com

Nicholas S. Goldin+1-212-455-3685
ngoldin@stblaw.com

Jonathan K. Youngwood+1-212-455-3539
jyoungwood@stblaw.com

Peter E. Kazanoff+1-212-455-3525
pkazanoff@stblaw.com

David Elbaum
Senior Counsel+1-212-455-2861
david.elbaum@stblaw.com

Joshua A. Levine+1-212-455-7694
jlevine@stblaw.com
Linton Mann III+1-212-455-2654
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Janet A. Gochman
Senior Counsel+1-212-455-2815
jgochman@stblaw.com

Stephen P. Blake+1-650-251-5153
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jkreissman@stblaw.com
Simona G. Strauss
Senior Counsel+1-650-251-5203
sstrauss@stblaw.com

Washington, D.C.
Meaghan A. Kelly+1-202-636-5542
mkelly@stblaw.com
Jeffrey H. Knox
+1-202-636-5532
jeffrey.knox@stblaw.com
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cscarboro@stblaw.com

Hong Kong
Adam Goldberg+852-2514-7552
adam.goldberg@stblaw.com

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