IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

In re GROUPON, INC. SECURITIES 

LITIGATION 

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Master File No. 12 C 2450 

CLASS ACTION

Hon. Charles R. Norgle 

This Document Relates To: 

 ALL ACTIONS. 

GROUPON DEFENDANTS’ MOTION TO DISMISS 

CONSOLIDATED AMENDED CLASS ACTION COMPLAINT

 Pursuant to Federal Rule of Civil Procedure (“FRCP”) 12(b)(6), defendants Jason Child 

(“Child”), Joseph M. Del Preto (“Del Preto”), Kevin Efrusy (“Efrusy”), Eric P. Lefkofsky 

(“Lefkofsky”), Theodore J. Leonsis (“Leonsis”), Andrew D. Mason (“Mason”), and Howard 

Schultz (“Schultz”) (collectively, the “Individual Defendants”), and Groupon, Inc. (“Groupon,” 

and collectively with the Individual Defendants, the “Groupon Defendants”), by their attorneys, 

Jenner & Block LLP, respectfully request that this Court enter an Order dismissing with 

prejudice Counts I, III, IV, and V of plaintiff’s Consolidated Amended Class Action Complaint 

(“CAC”) filed on October 29, 2012 (Doc. # 125). In support of this motion, the Groupon 

Defendants state as follows: 

1. In Count I, plaintiff attempts to plead claims against the Groupon 

Defendants and defendants Morgan Stanley & Co., Goldman, Sachs & Co., and Credit 

Suisse Securities (USA) LLC (collectively, the “Underwriter Defendants”) pursuant to 

Section 11 of the Securities Act of 1933 (the “Securities Act”). Count I is predicated on 

alleged misrepresentations in Groupon’s registration statement allegedly filed with the 

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SEC on October 31, 2011 (“Registration Statement”), prior to Groupon’s initial public 

offering (“IPO”) on November 4, 2011. This claim is without merit as against the 

Groupon Defendants and should be dismissed pursuant to FRCP 12(b)(6) because the 

CAC fails to adequately plead any material misrepresentations in the Registration 

Statement. 

2. In Count II, plaintiff attempts to plead claims against the Underwriter 

Defendants pursuant to Section 12(a)(2) of the Securities Act. As it is not brought against 

any of the Groupon Defendants, this motion does not address Count II of the CAC on 

behalf of the Groupon Defendants. 

3. In Count III, plaintiff attempts to plead “control person” claims against the 

Individual Defendants pursuant to Section 15 of the Securities Act. This claim is without 

merit and should be dismissed pursuant to FRCP 12(b)(6) because plaintiff has not 

alleged an underlying violation of securities law and because plaintiff has failed to allege 

control person liability in accordance with Seventh Circuit requirements. 

4. In Count IV, plaintiff attempts to plead claims against Groupon and 

Messrs. Mason and Child pursuant to Section 10(b) of the Securities Exchange Act of 

1934 (the “Exchange Act”) and Securities and Exchange Commission (“SEC”) Rule 10b5. Count IV is predicated on alleged misrepresentations made in a press release issued by 

Groupon on February 8, 2012 (the “February Press Release”) as well as certain oral 

statements allegedly made by Messrs. Mason and Child. This claim is without merit and 

should be dismissed pursuant to FRCP 12(b)(6) because plaintiff fails to adequately plead 

a strong inference of scienter in accordance with the strict pleading requirements of the 

Private Securities Litigation Reform Act, 15 U.S.C. § 78u-4 (“PSLRA”). 

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5. In Count V, plaintiff attempts to plead “control person” claims against 

Messrs. Efrusy, Leonsis, and Schultz (collectively, “the Audit Committee Defendants”) 

and Messrs. Lefkofsky and Mason pursuant to Section 20(a) of the Exchange Act. This 

claim is without merit and should be dismissed pursuant to FRCP 12(b)(6) because 

plaintiff has not alleged an underlying violation of securities law and because plaintiff has 

failed to allege control person liability in accordance with Seventh Circuit requirements. 

6. This motion is supported by a memorandum filed simultaneously 

herewith, which is incorporated herein by reference. 

WHEREFORE, for the reasons set forth above and in their supporting memorandum, the 

Groupon Defendants respectfully request that the Court enter an Order pursuant to FRCP 

12(b)(6) dismissing with prejudice Counts I, III, IV, and V of plaintiff’s CAC. 

Respectfully submitted, 

Groupon, Inc., Jason Child, Joseph M. Del Preto, 

Kevin Efrusy, Eric P. Lefkofsky, Theodore J. 

Leonsis, Andrew D. Mason, and Howard Schultz 

 By: _/s/ Howard S. Suskin ______ 

 One of Their Attorneys 

Dated: January 18, 2013 

Anton R. Valukas (Illinois Bar #2883678) 

Elizabeth A. Coleman (Illinois Bar #6236597) 

Howard S. Suskin (Illinois Bar #6185999) 

Marc D. Sokol (Illinois Bar #6276263) 

JENNER & BLOCK LLP 

353 N. Clark Street 

Chicago, IL 60654-3456 

(312) 222-9350 

Attorneys for the Groupon Defendants 

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