UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF FLORIDA 

CASE NO. 0:22-CV-62327-RAR

GEORGE MESSIHA and JUAN A. VARGAS, 

Individually and on Behalf of All Others 

Similarly Situated,

Plaintiff,

v.

CITRIX SYSTEMS, INC., ROBERT M.

CALDERONI, NANCI E. CALDWELL,

MURRAY J. DEMO, THOMAS E. HOGAN,

MOIRA A. KILCOYNE, ROBERT E.

KNOWLING, JR., PETER J. SACRIPANTI,

and J. DONALD SHERMAN,

Defendants.

DEFENDANTS’ MOTION TO DISMISS THE AMENDED COMPLAINT

AND SUPPORTING MEMORANDUM OF LAW

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TABLE OF CONTENTS

Page

PRELIMINARY STATEMENT ................................................................................................... 1

BACKGROUND ........................................................................................................................... 4

I. FACTUAL BACKGROUND............................................................................................ 4

A. Citrix Experiences Business and Financial Challenges in 2021............................ 5

B. The Citrix Board Commences a Strategic Review Process. .................................. 6

C. The September 2021 and December 2021 Financial Projections.......................... 6

D. Conclusion of the Merger Negotiations................................................................. 8

II. THE PROXY ..................................................................................................................... 9

III. PLAINTIFFS’ CLAIMS.................................................................................................. 10

ARGUMENT............................................................................................................................... 10

I. THE PLEADING STANDARD FOR SECTION 14(a) CLAIMS.................................. 10

II. THE AC FAILS TO ALLEGE ANY ACTIONABLE MISSTATEMENT. ................... 12

A. The AC Does Not Adequately Allege Any Actionable Misstatement 

Concerning the December 2021 Projections........................................................ 12

1. The December 2021 Projections and Related Statements Are 

Forward-Looking Statements Immunized by the PSLRA....................... 13

a. The Challenged Statements Are Forward-Looking. .................... 13

b. The Challenged Statements Are Immune Because They 

Were Accompanied by Meaningful Cautionary Language. ........ 14

c. The Challenged Statements Are Immune Because Plaintiffs 

Do Not Allege a Strong Inference of Actual Knowledge. ........... 15

2. The Statements About the December 2021 Projections Are Not 

Adequately Alleged to Be False or Misleading. ...................................... 17

a. The AC Does Not Adequately Allege Subjective Falsity............ 18

b. The AC Does Not Adequately Allege Objective Falsity............. 19

3. The Statements About the December 2021 Projections Did Not 

Render the Proxy Materially Misleading................................................. 20

B. The AC Does Not Adequately Allege Any Actionable Misstatement 

Concerning the Board’s and Qatalyst’s Opinions that the Merger Was 

Fair. ...................................................................................................................... 21

C. The Alleged Omissions Concerning Conflicts of Interest and Citrix’s 

Publicly Reported Historical Financial Results Do Not Render the Proxy 

Materially Misleading and Are Not Actionable................................................... 24

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1. There Were No Undisclosed or Material Conflicts of Interest. ............... 24

2. There Were No Material Omissions Concerning Citrix’s Publicly 

Disclosed Q2 and Q3 2021 Financial Results.......................................... 26

III. THE AC DOES NOT SATISFY RULE 9(b). ................................................................. 27

IV. THE AC DOES NOT ADEQUATELY ALLEGE LOSS CAUSATION. ...................... 29

V. THE § 20(a) CONTROL PERSON CLAIM SHOULD ALSO BE DISMISSED. ......... 30

CONCLUSION............................................................................................................................ 30

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TABLE OF AUTHORITIES

Page(s)

Cases

In re Analogic Corp. Shareholder Litig.,

2019 WL 4804800 (D. Mass. Sept. 30, 2019) ................................................................. passim

Adams v. Standard Knitting Mills, Inc.,

623 F.2d 422 (6th Cir. 1980) ...................................................................................................11

Appel v. Berkman,

180 A.3d 1055 (Del. 2018) ......................................................................................................26

Arnold v. McFall,

839 F. Supp. 2d 1281 (S.D. Fla. 2011) ..............................................................................27, 28

Ashcroft v. Iqbal,

556 U.S. 662 (2009).................................................................................................................12

In re Bemis Co. Sec. Litig.,

512 F. Supp. 3d 518 (S.D.N.Y. 2021)..........................................................................14, 15, 17

Bryant v. Avado Brands, Inc.,

187 F.3d 1271 (11th Cir. 1999) .................................................................................................4

Carvelli v. Ocwen Fin. Corp.,

2018 WL 4941110 (S.D. Fla. Apr. 30, 2018) ..........................................................................30

Carvelli v. Ocwen Fin. Corp.,

934 F.3d 1307 (11th Cir. 2019) ...............................................................................................20

Chu v. Sabratek Corp.,

100 F. Supp. 2d 827 (N.D. Ill. 2000).......................................................................................27

City of Hialeah Emps.’ Ret. Sys. v. FEI Co.,

289 F. Supp. 3d 1162 (D. Or. 2018) ........................................................................3, 14, 15, 23

Davison v. Ventrus Biosciences, Inc.,

2014 WL 1805242 (S.D.N.Y. May 5, 2014) ...........................................................................20

Edward J. Goodman Life Income Tr. v. Jabil Circuit, Inc.,

595 F. Supp. 2d 1253 (M.D. Fla. 2009)...................................................................................11

Edward J. Goodman Life Income Trust v. Jabil Circuit, Inc.,

594 F.3d 783 (11th Cir. 2010) ...........................................................................................13, 30

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Flannery v. Genomic Health, Inc.,

2021 WL 3615540 (Del. Ch. Aug. 16, 2021) ..........................................................................22

Garfield v. Shutterfly, Inc.,

857 F. App’x 71 (3d Cir. 2021) ...............................................................................................11

Golub v. Gigamon Inc.,

372 F. Supp. 3d 1033 (N.D. Cal. 2019)........................................................................... passim

Gray v. Wesco Aircraft Holdings, Inc.,

454 F. Supp. 3d 366 (S.D.N.Y. 2020).............................................................................. passim

Highland Legacy Ltd. v. Singer,

2006 WL 741939 (Del. Ch. Mar. 17, 2006).............................................................................25

In re JP Morgan Chase Sec. Litig.,

363 F. Supp. 595 (S.D.N.Y. 2005) ..........................................................................................12

Kahn v. M&F Worldwide Corp.,

88 A.3d 635 (Del. 2014) ..........................................................................................................25

Karp v. First Connecticut Bancorp,

69 F.4th 223 (4th Cir. 2023) ....................................................................................................30

Kinnett v. Strayer Educ., Inc.,

2012 WL 933285 (M.D. Fla. Jan. 3, 2012)..............................................................................20

Koppel v. 4987 Corp.,

167 F.3d 125 (2d Cir. 1999).....................................................................................................24

Kuebler v. Vectren Corp.,

13 F.4th 631 (7th Cir. 2021) ..............................................................................................23, 30

Laborers’ Loc. #231 Pension Fund v. PharMerica Corp.,

2019 WL 4645583 (W.D. Ky. Sept. 24, 2019)........................................................................27

Lee v. Frost, 

2021 WL 3912651 (S.D. Fla. Sept. 1, 2021) .........................................................11, 12, 27, 29

Libov v. Readix, Inc.,

2011 WL 13216996 (S.D. Fla. Sept. 8, 2011) .........................................................................27

Mack v. Resolute Energy Corp.,

2020 WL 1286175 (D. Del. Mar. 18, 2020) ............................................................................24

Magnum Constr. Mgmt., LLC v. WSP USA Sols., Inc.,

522 F. Supp. 3d 1202 (S.D. Fla. 2021) ....................................................................................29

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In re Mindbody, Inc. Sec. Litig.,

489 F. Supp. 3d 188 (S.D.N.Y. 2020)................................................................................25, 26

Mizzaro v. Home Depot, Inc.,

544 F.3d 1230 (11th Cir. 2008) ...............................................................................................12

Mogensen v. Body Cent. Corp.,

15 F. Supp. 3d 1191 (M.D. Fla. 2014).................................................................................5, 13

Montanio v. Keurig Green Mountain, Inc.,

237 F. Supp. 3d 163 (D. Vt. 2017)...........................................................................................19

OFI Asset Mgmt. v. Cooper Tire & Rubber,

834 F.3d 481 (3d Cir. 2016).....................................................................................................17

In re Om Grp., Inc. S’holders Litig.,

2016 WL 5929951 (Del. Ch. Oct. 12, 2016) ...........................................................................25

Paradise Wire & Cable Defined Benefit Pension Plan v. Weil,

918 F.3d 312 (4th Cir. 2019) .............................................................................................11, 20

Patel v. Duncan,

2021 WL 4482157 (Del. Ch. Sept. 30, 2021)..........................................................................25

In re Premiere Techs. Inc.,

2000 WL 33231639 (N.D. Ga. Dec. 8, 2000)..........................................................................11

Ridler v. Hutchinson Tech. Inc.,

216 F. Supp. 3d 982 (D. Minn. 2016)......................................................................................23

Savior Assocs. v. Goncalves,

2013 WL 3026257 (S.D. Fla. Apr. 8, 2013) ............................................................................10

SEC v. Shanahan,

646 F.3d 536 (8th Cir. 2011) ...................................................................................................11

SIG, Inc. v. AT & T Digital Life, Inc.,

971 F. Supp. 2d 1178 (S.D. Fla. 2013) ....................................................................................29

In re Smurfit-Stone Container Corp. S’holder Litig.,

2011 WL 2028076 (Del. Ch. May 20, 2011)...........................................................................22

Tellabs, Inc. v. Makor Issues & Rts., Ltd., 

551 U.S. 308 (2007).................................................................................................................12

Trahan v. Interactive Intelligence Grp., Inc., 

308 F. Supp. 3d 977 (S.D. Ind. 2018)..............................................................18, 19, 21, 22, 30

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Virginia Bankshares, Inc. v. Sandberg,

501 U.S. 1083 (1991)...................................................................................................10, 18, 21

In re W. Nat’l Corp. S’holders Litig.,

2000 WL 710192 (Del. Ch. May 22, 2000).............................................................................29

Weinberger v. Rio Grande Indus., Inc.,

519 A.2d 116 (Del. Ch. 1986)..................................................................................................25

Statutes

15 U.S.C. § 78u-4 ..........................................................................................................1, 11, 12, 29

15 U.S.C. § 78u-5 ..................................................................................................................1, 3, 13

Section 14(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(a).......................... passim

Section 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78t(a).............................10, 30

Other Authorities

17 C.F.R. § 229.1004.....................................................................................................................26

17 C.F.R. § 240.14a-9....................................................................................................................10

Fed. R. Civ. P. 9(b) ....................................................................................................1, 4, 11, 27, 29

Fed. R. Civ. P. 12(b)(6)....................................................................................................................1

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Defendants Citrix Systems, Inc. (“Citrix” or the “Company”), Robert M. Calderoni, Nanci 

E. Caldwell, Murray J. Demo, Thomas E. Hogan, Moira A. Kilcoyne, Robert E. Knowling, Jr., 

Peter J. Sacripanti, and J. Donald Sherman (together with Citrix, “Defendants”) move to dismiss 

the Amended Class Action Complaint (ECF No. 34) (“AC”) with prejudice for failure to state a 

claim pursuant to Federal Rules of Civil Procedure 12(b)(6) and 9(b) and the Private Securities 

Litigation Reform Act of 1995 (“PSLRA”), 15 U.S.C. §§ 78u-4 and 78u-5.

Citrix is a cloud computing enterprise software company. Over the course of 2021, Citrix 

faced a number of business challenges and repeatedly missed its public revenue guidance. In July

2021, Citrix lowered its guidance range for 2021 annual revenue from $3.38–3.42 billion to $3.22–

3.25 billion (a decline of $160–170 million). In November 2021, Citrix lowered its annual revenue 

guidance again to $3.19–3.20 billion (a decline of $30–50 million). Citrix’s stock price performed 

poorly, declining from around $135 per share in January 2021 to $80 in early December 2021.

Despite these challenges, Citrix generated value for stockholders by negotiating a merger

with affiliates of Vista Equity Partners Management LLC (“Vista”) and Elliott Investment 

Management L.P. (“Elliott”). In the merger agreement—the product of months of negotiation—

Vista and Elliott agreed to pay Citrix stockholders $104 per share in cash, a 30% premium over 

the unaffected five-day volume-weighted average stock price as of December 7, 2021 (the last day 

prior to market speculation about a transaction). Citrix filed a proxy statement (as supplemented, 

the “Proxy”) informing stockholders about the merger, including 12 pages of disclosure about the

financial projections presented to Citrix’s board of directors (“Board”) during the merger process

and financial analyses prepared by Citrix’s financial advisor, Qatalyst Partners LP (“Qatalyst”).

Stockholders overwhelmingly approved the deal, with over 90% of voted shares cast in favor.

Plaintiffs are Citrix stockholders dissatisfied with the amount of the merger consideration, 

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which they believe was too low. But Plaintiffs have not filed a claim designed to value their shares, 

such as a Delaware appraisal action. Instead, Plaintiffs have brought a disclosure-based claim 

under Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), alleging the 

Proxy was materially misleading. The gravamen of the AC is that, in Plaintiffs’ opinion, Citrix’s 

Board did not really believe the merger was fair and generated certain financial projections in 

December 2021 (the “December 2021 Projections”) to trick investors into approving the merger.

Section 14(a) cannot give Plaintiffs the relief they seek because their claims are not about 

disclosure. Based on information that Citrix itself disclosed in the Proxy, Plaintiffs have 

developed their own opinions about the fairness of the merger, asserting that the Board and 

Qatalyst should have used more optimistic projections presented to the Board in September 2021 

(the “September 2021 Projections”) in analyzing the deal and providing an opinion that the 

consideration given to stockholders was fair. But Plaintiffs’ opinions are not facts. And the basis 

for their opinions—the September 2021 Projections—was disclosed in the Proxy. That Plaintiffs 

reached a different conclusion than the Board and the financial advisor based on the Proxy itself 

only shows the thoroughness and honesty of Citrix’s disclosure.

Plaintiffs’ theory is not new. Similar Section 14(a) claims have been brought across the 

country alleging that proxy statements were misleading because they endorsed “false” financial 

projections the board did not believe in. When faced with indistinguishable facts, courts have 

dismissed these claims at the pleading stage. See, e.g., Gray v. Wesco Aircraft Holdings, Inc., 454 

F. Supp. 3d 366, 377, 397 (S.D.N.Y. 2020) (dismissing Section 14(a) claim alleging that “the 

circumstances under which the [lower] Updated Management Projections were prepared and the 

relationship of those projections to the [higher] Initial Management Projections render them 

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‘illegitimate’”), aff’d, 847 F. App’x 35 (2d Cir. 2021).

1 The Court should do the same here.

First, Plaintiffs fail to allege any actionable misstatements or omissions. Plaintiffs’ claims 

rest on an assertion that the December 2021 Projections were unreasonable and therefore 

misleading. These claims are barred by the PSLRA’s safe harbor for forward-looking statements, 

15 U.S.C. § 78u-5, because the Proxy included copious cautionary language and because Plaintiffs 

do not adequately allege actual knowledge of falsity. Independent of the safe harbor, these are 

statements of opinion that must be both subjectively and objectively false to be actionable, yet the 

AC does not allege either. And the December 2021 Projections did not render the Proxy materially 

misleading, because Plaintiffs’ preferred September 2021 Projections were also disclosed.

The AC fares no better in attacking opinion statements about the fairness of the merger.

This attack is derivative of the AC’s challenge to the December 2021 Projections and fails for the 

same reasons. Here too, Supreme Court precedent requires Plaintiffs to show that opinions about 

the fairness of the merger were both subjectively false (i.e., that the Board and Qatalyst did not 

actually believe the merger was fair) and objectively false (i.e., that the merger was objectively 

unfair). Here too, the AC has alleged neither. Nor has the AC alleged the Proxy was materially 

misleading in light of its copious disclosure of all facts and reasons supporting the Board’s opinion.

1

See also Golub v. Gigamon Inc., 372 F. Supp. 3d 1033, 1042, 1052 (N.D. Cal. 2019) (dismissing 

Section 14(a) claim alleging that defendants “should have . . . used the [higher] refreshed or 

Updated Case B Projections as the basis for the fairness opinion,” and that “because the deal was 

described as fair based upon the Updated Case C Projections . . . shareholders were misled about 

the long term value of the company”); In re Analogic Corp. Shareholder Litig., 2019 WL 4804800,

at *5, *13 (D. Mass. Sept. 30, 2019) (dismissing Section 14(a) claim whose “general theme” was 

“that the [lower] Case 2B Projections were manufactured only after it became apparent that the 

Board and the Committee needed to make an offer of $84.00 per share look attractive because the 

Board was under pressure to sell”); City of Hialeah Emps.’ Ret. Sys. v. FEI Co., 289 F. Supp. 3d 

1162, 1170, 1179–80 (D. Or. 2018) (dismissing Section 14(a) claim grounded in theory that certain 

“Higher Projections” were more accurate and “that the inputs and assumptions relied upon for the 

fairness analysis—the Lower Projections—were inaccurate or misleading”).

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The AC also quibbles with alleged omissions in the Proxy concerning purported conflicts 

of interest (which were not actually conflicts at all) and Citrix’s 2021 quarterly financial results.

These alleged omissions were immaterial, and such “tell-me-more” claims are routinely dismissed.

Second, even though the AC sounds in fraud, it fails to allege fraud with particularity as 

required by Rule 9(b). The AC does not allege how Plaintiffs were misled by the Proxy. The AC 

also fails to allege what the defendants obtained as a consequence of the fraud, relying on

attenuated connections to Elliott or Vista and commonplace change-in-control compensation. And 

it relies on improper group pleading with sweeping assertions against “the Board” and “Qatalyst.”

Finally, the AC does not adequately allege loss causation, another requirement under the 

PSLRA. Plaintiffs do not allege that there was an alternative deal Citrix could have signed that 

would have resulted in more money to stockholders. And given that the merger consideration 

represented a 30% premium over Citrix’s unaffected stock price, there is no plausible allegation 

that Citrix would have done better as a standalone company—especially given Citrix’s operational 

challenges and declining stock price throughout 2021. The Court should dismiss the AC in full.

BACKGROUND

I. FACTUAL BACKGROUND

Citrix is an enterprise software company that provides digital workspaces to allow its 

customers’ workforces to work from anywhere. AC ¶ 49. For several years, Citrix has been 

evolving its business model away from “selling perpetual licenses towards subscription, or 

recurring contracts” for its services, and to “focus[] on delivering cloud-based solutions” rather 

than on-premises software. 2021 10-K (Ex. 2) at 6; Proxy at 21.2 Potential consequences of this 

2

“Ex.” refers to exhibits to the accompanying Declaration of Deborah S. Birnbach. The Court may 

consider the exhibits attached to the Birnbach Declaration, which are referenced in the AC, filed 

with the U.S. Securities and Exchange Commission (“SEC”), and/or otherwise publicly available.

See Bryant v. Avado Brands, Inc., 187 F.3d 1271, 1276 (11th Cir. 1999) (considering documents 

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shift have included “near-term reduction in revenue and revenue growth as more customers move 

away from perpetual licenses to subscriptions.” 2021 10-K (Ex. 2) at 16. Citrix’s disclosures

included an operational metric called SaaS [‘Software-as-a-Service’] annualized recurring 

revenue, or SaaS ARR. AC ¶ 50. This metric “represents the contracted recurring value of all cloud 

subscriptions normalized to a one-year period.” Id.

A. Citrix Experiences Business and Financial Challenges in 2021. 

While this transition represented a promising new direction, Citrix encountered execution 

challenges in 2021. On April 29, 2021, Citrix announced results for the first quarter of 2021 in a 

letter to investors. Q1 2021 Letter (Ex. 3).

3 Even though the transition was “progressing well,” 

“revenue came in below our expectations” due to “supply chain challenges” and “lower-thananticipated on-premises term average contract duration.” Id. at 2. Citrix announced full-year 2021 

revenue guidance of $3.38 to $3.42 billion, and Q2 2021 revenue guidance of $840 to $850 million. 

Id. at 10. In response, Citrix’s stock price dropped approximately 7.5% to $128.02. Proxy at 22.

On July 29, 2021, Citrix missed its quarterly revenue guidance, announcing second-quarter 

revenue of only $812 million. Q2 2021 Letter (Ex. 4) at 1. Despite “accelerating” growth in SaaS 

ARR, Citrix admitted it had “not delivered new SaaS subscription bookings at the rate or 

predictability we had anticipated” and was “taking several significant and immediate actions,” 

such as a sales team reorganization, that “may cause short-term disruption before yielding tangible 

results.” Id. at 2–3. Citrix lowered its 2021 full-year guidance to $3.22 to $3.25 billion—a decrease 

“publicly filed with the SEC at the motion to dismiss stage”); Mogensen v. Body Cent. Corp., 15 

F. Supp. 3d 1191, 1209 (M.D. Fla. 2014) (considering SEC filings and stock prices). Exhibit 1, the 

Proxy, will be cited as the “Proxy.” Unless otherwise noted, internal quotations and citations have 

been omitted and emphasis has been added.

3 The AC relies heavily on its self-serving characterization of these quarterly earnings letters. See

AC ¶¶ 6–7, 12–15, 23, 29–30, 63–68, 74, 85–91, 106, 137–138, 141, 143–145, 147–149, 153–154, 

156, 158, 172, 175.

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of $160–170 million. Id. at 10. Citrix’s stock price dropped 14% to $99.00. Proxy at 22.

B. The Citrix Board Commences a Strategic Review Process.

In August 2021, against this backdrop of business challenges and a declining stock price, 

Citrix received a letter from Elliott (which owned an approximately 10% stake in Citrix) indicating 

an interest in a take-private transaction and expressing Elliott’s “disappointment as to where Citrix 

stood” in light of “a combination of execution challenges, guidance misses, and a cloud transition 

that had missed expectations.” Proxy at 22. Citrix began to explore a potential strategic transaction,

including a sale of the company. Id. at 22–23. The Board engaged Qatalyst as its financial advisor, 

which began reaching out to other potential buyers. Id. at 22–24. 

In early September, Citrix’s Board “discussed past and current business relationships that 

certain directors had with Elliott or other potential participants in a strategic process” and 

determined that two directors (Ms. Kilcoyne and Mr. Hogan) should be recused due to 

relationships with Elliott and Vista (another potential bidder). Id. at 23–24. The Board concluded 

that other potential conflicts, such as “a prior consulting relationship between Mr. Calderoni and 

Elliott” and “that a family member of Mr. Calderoni works for Elliott in a non-investment, 

administrative role,” did not warrant recusal. Id. at 24. In late October, the Board formed a 

Transaction Committee of independent and disinterested directors (Ms. Caldwell, Mr. Demo, Mr. 

Knowling, Mr. Sacripanti, and Mr. Sherman) empowered to monitor and direct the process and 

procedures related to proposals received and any other potential strategic transactions. Id. at 30.

Ultimately, Citrix discussed a potential transaction with five potential strategic buyers and

fourteen financial sponsors. Id. at 23–25. As due diligence progressed, most of the bidders dropped 

out and no other bidder made an offer, much less one as high as Elliott and Vista’s. Id. at 29–33.

C. The September 2021 and December 2021 Financial Projections

On September 9, 2021, during the deal process, the Board directed management to prepare 

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long-range financial projections. Proxy at 24–25, 49. Management presented the September 2021 

Projections to the Board two weeks later. Proxy at 26. After reviewing the “methodology, 

underlying assumptions (including the launch of a strategic cost improvement/restructuring 

program), and potential risks in achieving the projections, including the execution challenges that 

Citrix is facing, the risks associated with Citrix’s business model transition, and market dynamics,”

the Board authorized the use of these projections in its strategic process. Id. at 26–27.

On October 4, 2021, Citrix’s CEO resigned and Mr. Calderoni was appointed interim CEO. 

Proxy at 28. On November 4, 2021, Citrix announced its third-quarter 2021 financial results. Q3 

2021 Letter (Ex. 5). While Citrix’s quarterly revenue slightly exceeded its guidance from July 

2021, Citrix acknowledged that, “[l]ooking back on the last few quarters, it is clear we have 

underperformed our expectations as we faced execution challenges which have overshadowed the 

excellent performance in our ARR metrics and cloud transition.” Id. at 2. It further cautioned that, 

while “the go-to-market challenges facing us are all fixable, the headwinds will continue to impact 

our results in the near term relative to our prior expectations” and “we are moderating our fourth 

quarter reported revenue growth expectations.” Id. at 3. Citrix again reduced its full-year 2021 

revenue guidance, this time to $3.19 billion to $3.20 billion (a decline of $30–50 million). Id. at 9.

Citrix’s stock price continued to decline throughout the sale process, reaching a low of 

around $78 in early December before market speculation regarding a potential transaction began 

to affect the price. Ex. 9 (stock price chart). On December 5, 2021, Elliott and Vista submitted a 

further revised indication of interest with a price of $110 per share. Proxy at 32.

On December 7, 2021, the Transaction Committee reviewed updated financial projections 

prepared by management for use in the strategic process. These projections “rolled forward the 

September Projections to reflect Citrix’s actual results for the third quarter of fiscal year 2021, an 

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updated forecast for the fourth quarter of the fiscal year,” and refinements to Citrix’s restructuring 

program. Proxy at 33. The Transaction Committee “considered the execution challenges that Citrix 

is facing, the risks associated with Citrix’s business model transition, and market dynamics” and 

approved the December projections for use by Qatalyst. Id. At this meeting, Qatalyst also reviewed 

“illustrative sensitivity scenarios” reflecting “lower revenue growth rates and operating margin 

assumptions,” which were prepared by management “to allow the Transaction Committee to 

consider the December Projections in light of the execution challenges facing the Company.” Id.

This brief uses the term “December 2021 Projections” to include this sensitivity case, as well.

D. Conclusion of the Merger Negotiations

In late December, the Transaction Committee authorized a counteroffer to Elliott and Vista 

at $120 per share, which they did not accept. Proxy at 35. In late January, Elliott and Vista offered

$103.51 per share, which the Transaction Committee negotiated up to $104. Id. at 36–37. In light 

of Citrix’s steadily declining stock price, $104 represented a premium of approximately 30% over 

the unaffected five-day volume-weighted average price of Citrix stock as of December 7, 2021 

(the last day prior to market speculation about a transaction). Id. at 1.

On January 30, 2022, the Transaction Committee and full Board held a joint meeting to 

consider the merger. Id. at 37. The Board received a presentation from Qatalyst, which presented 

various financial analyses and provided a fairness opinion. Id. The Transaction Committee 

recommended approval of the merger by the full Board, which (excluding the two recused 

members) then unanimously voted to approve it. The parties signed the Merger Agreement and 

announced the proposed transaction the following morning. Id. at 37–38. Citrix stockholders 

approved the transaction at a meeting on April 21, 2022, with over 90% of voted shares in favor.

4/22/22 Form 8-K (Ex. 7).

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II. THE PROXY

On March 16, 2022, Citrix filed with the SEC a proxy statement informing stockholders 

about the merger. The Proxy disclosed, among other things: an extensive list of risks regarding the 

merger (Proxy at 9–10); 17 pages of background concerning the negotiations leading up to the 

merger (id. at 21–38); the reasons the Board recommended the merger along with factors weighing 

against the merger (id. at 38–41); the September 2021 and December 2021 Projections (id. at 49–

53); Qatalyst’s fairness opinion and financial analyses (id. at 41–49); and potential conflicts of 

interest affecting Citrix’s Board and management (id. at 23–24, 56–65). On April 13, 2022, Citrix 

supplemented the Proxy with additional disclosure. See Supplemental Disclosure (Ex. 6).

When disclosing the September 2021 and December 2021 Projections, the Proxy warned 

investors at length against attaching undue importance to them. For example:

The Financial Projections . . . are included solely to provide Citrix stockholders access to 

financial projections that were made available to the Citrix Board, the Transaction 

Committee and/or Vista and Elliott in connection with the proposed Merger, and are not 

included in this proxy statement to influence a Citrix stockholder’s decision whether to 

vote to adopt the Merger Agreement or for any other purpose. . . .

The Financial Projections summarized below, while presented with numerical specificity, 

were based on numerous variables and assumptions that necessarily involve judgments 

with respect to, among other things, future economic, competitive, regulatory and financial 

market conditions, all of which are difficult or impossible to predict and many of which 

are beyond Citrix’s control. The Financial Projections also reflect assumptions that are 

subject to change . . . .

Proxy at 49–50. The Proxy contained similar warnings about Qatalyst’s financial analyses:

[T]he ranges of valuations resulting from any particular analysis described above should 

not be taken to be Qatalyst Partners’ view of the actual value of Citrix. In performing its 

analyses, Qatalyst Partners made numerous assumptions with respect to industry

performance, general business, economic, market and financial conditions and other 

matters, many of which are beyond Citrix’s control. Any estimates contained in Qatalyst 

Partners’ analyses are not necessarily indicative of future results or actual values, which 

may be significantly more or less favorable than those suggested by such estimates. . . . 

This analysis does not purport to be an appraisal or to reflect the price at which Citrix 

common stock might actually trade at any time.

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Id. at 48.

III. PLAINTIFFS’ CLAIMS

As is routine in mergers and acquisitions, after the announcement of the merger and the 

filing of the Proxy, 11 lawsuits were filed in March and April 2022 challenging the disclosures in 

the Proxy. See Supplemental Disclosure (Ex. 6) at 2. While Defendants believed that these lawsuits 

were without merit and that no additional information needed to be disclosed, Citrix issued 

supplemental disclosures (which were incorporated into the Proxy) to moot these claims in order 

to avoid the nuisance and expense of potential further litigation, without admitting any of this 

information was material. See id. All of the plaintiffs in these 11 lawsuits (which included one of 

the current Plaintiffs, George Messiha) dropped their claims in light of Citrix’s supplemental 

disclosures. This action was filed in December 2022, over seven months after approval of the 

merger. On May 8, 2023, Plaintiffs filed the AC, alleging that Citrix made false and misleading 

statements in the Proxy, in violation of Sections 14(a) and 20(a). The claims relate primarily to the 

December 2021 Projections, alleging that Defendants created the projections to deceive investors 

to vote for the merger. See AC ¶¶ 137–139, 150–172. The AC also alleges the Proxy failed to 

disclose certain information concerning purported conflicts of interest (AC ¶¶ 72, 83, 164–168)

and Citrix’s 2021 publicly disclosed quarterly financial results (AC ¶¶ 97, 140–149).

ARGUMENT

I. THE PLEADING STANDARD FOR SECTION 14(a) CLAIMS.

“Section 14(a) and the corresponding administrative regulation, 17 C.F.R. § 240.14a-9 

(Rule 14a-9), prohibit soliciting proxies ‘by means of materially false or misleading statements.’”

Savior Assocs. v. Goncalves, 2013 WL 3026257, at *3 (S.D. Fla. Apr. 8, 2013) (quoting Virginia

Bankshares, Inc. v. Sandberg, 501 U.S. 1083, 1087 (1991)). “To state a claim under Section 14(a) 

of the Exchange Act and Rule 14a-9, a plaintiff must allege that the defendant prepared a proxy 

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11

statement containing a material misstatement or omission that caused the plaintiff’s injury.” 

Edward J. Goodman Life Income Tr. v. Jabil Circuit, Inc., 595 F. Supp. 2d 1253, 1290 (M.D. Fla. 

2009), aff’d, 594 F.3d 783 (11th Cir. 2010). The plaintiff must allege that the misstatements or 

omission rendered the proxy, as a whole, “materially misleading.” See Paradise Wire & Cable 

Defined Benefit Pension Plan v. Weil, 918 F.3d 312, 321 (4th Cir. 2019) (affirming dismissal of 

Section 14(a) claim where alleged omissions “did not render the Proxy materially misleading”). In 

evaluating a Section 14(a) claim, the Court considers the Proxy in its entirety. See Analogic, 2019 

WL 4804800, at *9 (considering entire proxy on motion to dismiss).4

The claims in the AC are subject to multiple heightened pleading standards. First, under 

the PSLRA, an Exchange Act claim must “specify each statement alleged to be misleading; the 

reason or reasons why the statement is misleading; and, if an allegation regarding the statement or 

omission is made on information and belief, the complaint must ‘state with particularity all facts 

on which that belief is formed.’” Lee v. Frost, 2021 WL 3912651, at *3 (S.D. Fla. Sept. 1, 2021)

(quoting 15 U.S.C. § 78u-4(b)(1)). 

Second, Rule 9(b) applies because the AC “sounds in fraud.” Lee, 2021 WL 3912651, at 

*4. The gravamen of the AC is that Citrix’s directors, motivated by a desire to help Elliott and to 

obtain accelerated vesting of their equity awards, consciously generated false projections with the 

goal of persuading investors to approve a merger they knew was unfair. See, e.g., AC ¶¶ 11, 18, 

19, 25; see also Garfield v. Shutterfly, Inc., 857 F. App’x 71, 79 (3d Cir. 2021) (Section 14(a) 

4 There is judicial disagreement about the culpability standard for Section 14(a) claims, with some 

courts requiring only negligence and some requiring scienter (i.e., knowing or reckless 

misconduct). Compare, e.g., In re Premiere Techs. Inc., 2000 WL 33231639, at *8 n.5 (N.D. Ga. 

Dec. 8, 2000) (negligence), with SEC v. Shanahan, 646 F.3d 536, 547 (8th Cir. 2011) (scienter), 

and Adams v. Standard Knitting Mills, Inc., 623 F.2d 422, 428 (6th Cir. 1980) (same). The Court 

need not address that issue in this case, because Plaintiffs’ claims fail regardless of which standard 

applies.

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claim sounded in fraud where “the gravamen of the Complaint is that management was ‘aware of 

the truth’ and proceeded to intentionally deceive shareholders”). Accordingly, Plaintiffs must 

allege “(1) precisely what statements were made in what documents or oral representations or what 

omissions were made, and (2) the time and place of each such statement and the person responsible 

for making (or, in the case of omissions, not making) same, and (3) the content of such statements 

and the manner in which they misled the plaintiff, and (4) what the defendants obtained as a 

consequence of the fraud.” Lee, 2021 WL 3912651 at *4.

Third, where a claim requires scienter, there must be a “strong inference” of scienter under 

the PSLRA. Lee, 2021 WL 3912651 at *3–4 & n.3 (quoting 15 U.S.C. § 78u-4(b)(2)); see also In 

re JP Morgan Chase Sec. Litig., 363 F. Supp. 2d 595, 636 (S.D.N.Y. 2005) (requiring strong 

inference of scienter where Section 14(a) claim sounded in fraud). Under this demanding test, the 

Court is required to “balance opposing inferences,” permitting the claim to proceed only if an 

inference of fraud is “‘cogent and at least as compelling as any opposing inference one could draw 

from the facts alleged.’” Mizzaro v. Home Depot, Inc., 544 F.3d 1230, 1239 (11th Cir. 2008) 

(quoting Tellabs, Inc. v. Makor Issues & Rts., Ltd., 551 U.S. 308, 324 (2007)).

Finally, Section 14(a) claims are also subject to the general pleading standard: the Court 

must disregard conclusory allegations and evaluate whether there is sufficient “factual content” to 

make an inference of liability not merely possible, but plausible. Ashcroft v. Iqbal, 556 U.S. 662, 

678 (2009); Lee, 2021 WL 3912651, at *3.

II. THE AC FAILS TO ALLEGE ANY ACTIONABLE MISSTATEMENT.

A. The AC Does Not Adequately Allege Any Actionable Misstatement 

Concerning the December 2021 Projections.

The AC attacks as false or misleading (i) the December 2021 Projections and (ii) a 

statement that Qatalyst was advised by Citrix’s management that the December 2021 Projections 

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“had been reasonably prepared on a basis reflecting the best currently available estimates and 

judgments of the management of Citrix of the future financial performance of Citrix and other 

matters covered thereby.” AC ¶¶ 150–158, 171–172. These claims fail for multiple reasons.

1. The December 2021 Projections and Related Statements Are 

Forward-Looking Statements Immunized by the PSLRA.

The PSLRA contains a safe-harbor that generally immunizes “forward-looking statements”

identified as such from liability under the Exchange Act. See 15 U.S.C. § 78u-5(c)(1). The PSLRA 

defines forward-looking statements to include, among other things, “a statement containing a 

projection of revenues, income (including income loss), earnings (including earnings loss) per 

share, capital expenditures, dividends, capital structure, or other financial items,” “any statement 

of the assumptions underlying or relating to any statement” of financial projections, and “any 

report issued by an outside reviewer retained by an issuer, to the extent that the report assesses a 

forward-looking statement made by the issuer.” 15 U.S.C. § 78u-5(i)(1)(A), (D), (E).

“The statute offers several ways for a defendant to avoid liability, all written in the 

disjunctive.” Edward J. Goodman Life Income Trust v. Jabil Circuit, Inc., 594 F.3d 783, 795 (11th

Cir. 2010). “First, a defendant may avoid liability by showing that his statement was issued with 

meaningful cautionary language.” Id. (citing 15 U.S.C. § 78u-5(c)(1)(A)(i)). Alternatively, “the 

defendant can avail himself of the safe harbor if the plaintiff fails to prove that the statement was 

made with actual knowledge that it was false.” Id. (citing 15 U.S.C. § 78u-5(c)(1)(B). Both ways

independently bar liability here.

a. The Challenged Statements Are Forward-Looking.

The December 2021 Projections are archetypal forward-looking statements, specifically 

identified as such in the Proxy.

5

See 15 U.S.C. § 78u-5(i)(1); Body Cent. Corp., 15 F. Supp. 3d at 

5

See Proxy at 9–10 (“This proxy statement, and any documents to which Citrix refers to in this 

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1216 (“quarterly and annual forecasts . . . with projections of revenues and earnings per share, and 

predictions of future economic performance” are “unquestionably forward-looking”).

6

Equally forward-looking are statements that projections were reasonably prepared. As 

numerous courts have held, “an expression of ‘present belief’ in a forward-looking statement” falls 

within the safe harbor. FEI, 289 F. Supp. 3d at 1173.

7 Thus, in Wesco, the Court found forwardlooking a statement that the projections “were reasonably prepared based on assumptions 

reflecting the best currently available estimates and judgments.” 454 F. Supp. 3d at 387; see AC 

¶ 171 (challenging nearly identical statement in Citrix’s Proxy).

b. The Challenged Statements Are Immune Because They Were 

Accompanied by Meaningful Cautionary Language.

All these statements are immunized by the safe harbor because the Proxy contained 

meaningful cautionary language. In addition to warning generally about the risks associated with 

the merger (see Proxy at 9–10), the Proxy contained cautionary language specifically warning that 

“[t]here can be no assurance that the financial results in the Financial Projections will be realized, 

or that future actual financial results will not materially vary from those estimated in the Financial 

Projections.” Id. at 50. That was because, among other things, the projections:

• “were based on numerous variables and assumptions that necessarily involve judgments 

with respect to, among other things, future economic, competitive, regulatory and financial 

market conditions, all of which are difficult or impossible to predict and many of which 

are beyond Citrix’s control”;

proxy statement, contains ‘forward-looking statements’ within the meaning of [PSLRA].”); id. at 

42, 49 (specifically identifying the projections as “forward-looking statements”).

5

See also Wesco, 454 F. Supp. 3d at 387 (granting motion to dismiss Section 14(a) claim); In re

Bemis Co. Sec. Litig., 512 F. Supp. 3d 518, 532 (S.D.N.Y. 2021) (same); Analogic, 2019 WL 

4804800, at *8 (same); Gigamon, 372 F. Supp. 3d at 1048 (same).

6

See also Wesco, 454 F. Supp. 3d at 386 (“Here, each of the Management Projection Statements—

to the extent that they are alleged to be false at all—constitutes a forward-looking statement.”); 

FEI, 289 F. Supp. 3d at 1172 (“The Higher and Lower Projections are quintessential forwardlooking statements, as financial projections and statements of future economic performance.”).

7

See also Bemis, 512 F. Supp. 3d at 532 (same); Analogic, 2019 WL 4804800, at *8 (same); 

Gigamon, 372 F. Supp. 3d at 1048 (same).

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• “reflect assumptions that are subject to change, including, . . . growth rates, including 

growth of our core Virtual Desktop Infrastructure (‘VDI’) and desktop-as-a-service 

(‘DaaS’) businesses in line with expected market growth; market share, including 

maintenance of market share of our VDI business; market size and conditions; products 

and product mix; bookings and bookings mix; rate of transition from a perpetual license to 

a subscription-based business model; rate of transition of customers from on premises to 

cloud-based solutions; annual contract values; contract duration expansion; renewal rates; 

annualized recurring revenue; operating expenses; margins; net working capital; and 

effects of the Company’s strategic cost improvement/restructuring program”;

• may be affected by “industry and market dynamics; acceptance of Citrix’s products and 

services; ability to transition customers to a subscription model and cloud-based solutions; 

competition, including from hyperscale providers of cloud platforms” and by Citrix’s 

“ability to achieve strategic goals, objectives and targets over the applicable period, 

including, but not limited to, successful implementation of its strategic cost 

improvement/restructuring program and new product introductions, such as managed DaaS 

services”; and

• “do not take into account any circumstances, transactions or events occurring after the date 

on which the Financial Projections were prepared” (id.).

In the merger context, courts have found indistinguishable warnings adequate. See FEI, 289 F. 

Supp. 3d at 1174 (“That cautionary statement identified the factors that could result in ‘materially 

better or worse’ actual results, including the ‘accuracy of certain accounting assumptions, changes 

in actual or projected cash flows, competitive pressures and changes in tax laws.’”).

8

c. The Challenged Statements Are Immune Because Plaintiffs Do 

Not Allege a Strong Inference of Actual Knowledge.

In addition, and independently, these statements are immune because the AC fails to allege 

that Defendants actually knew, at the time of the Proxy, the statements were false or misleading.

The AC does not allege actual knowledge even under Rule 8, much less the PSLRA’s “strong 

inference” standard. See Wesco, 454 F. Supp. 3d at 381 (“where scienter is at issue, as under the 

8

See also Wesco, 454 F. Supp. 3d at 392 (proxy contained “extensive and specific discussion of a 

large number of company-specific factors that the Company indicated could cause its results” to 

differ); Gigamon, 372 F. Supp. at 1049 (similar); Bemis, 512 F. Supp. 3d at 532–33 (similar).

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‘actual knowledge’ prong of the safe harbor . . . , the plaintiff must ‘state with particularity facts 

giving rise to a strong inference that the defendant acted with the requisite state of mind’”).

The AC does not contain any contemporaneous allegations about what any Defendant 

knew that contradicted the December 2021 Projections, only Plaintiffs’ subjective opinion that the 

September 2021 Projections were better. The best Plaintiffs can offer is cherry-picked statements 

from Citrix’s 2021 quarterly earnings letters, which according to Plaintiffs painted a rosy picture 

of Citrix’s future. AC ¶¶ 6–7, 23, 63, 65–68. But this self-serving characterization ignores the 

negative results and commentary in these letters, which are replete with terms like “disruption,” 

“headwinds,” “challenges,” and “underperform[ance]” (Q2 2021 Letter (Ex. 4) at 2–3; Q3 2021 

Letter (Ex. 5) at 2–3.) It ignores that Citrix’s annual revenue guidance was reduced by a combined 

$190–220 million in July 2021 and November 2021. See supra Background Sections I.A, I.C. And 

it ignores that Citrix’s stock price fell steadily over 2021, from around $135 in January 2021, to 

around $110 in September 2021, to around $80 in early December 2021. Ex. 9 (stock price chart). 

Such mixed results cannot support Plaintiffs’ claims. See Wesco, 454 F. Supp. 3d at 397 (rejecting 

inference of actual knowledge where, “[a]lthough there were positive trends in revenue and profit 

in the second and third quarters . . . , these periods also saw year-over-year and quarterly decreases 

in margin and operating income”).9 Nor does the AC adequately allege any motive to defraud 

stockholders into approving the merger. See infra Section III. These allegations do not create even

a plausible inference of actual knowledge, much less one that is “cogent and at least as compelling” 

9 The AC also alleges that Defendants should have updated the December 2021 Projections based 

on Citrix’s revenue results for the fourth quarter of 2021. AC ¶¶ 15, 91. This allegation fails for 

the simple reason that the December 2021 Projections were accurate: Citrix’s actual revenue for 

2021 ($3.217 billion, see 2021 Form 10-K (Ex. 2) at 43) was very close to the 2021 revenue 

estimate in the December 2021 Projections ($3.212 billion, see Proxy at 51)—much closer than 

Plaintiffs’ preferred September 2021 Projections (which projected $3.267 billion in 2021, see id.).

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as the competing inference: “that the Updated Projections were prepared and relied upon because 

management and the Board believed they were the most accurate projections and more reasonable 

than the projections prepared months before.” Wesco, 454 F. Supp. 3d at 400–01.

2. The Statements About the December 2021 Projections Are Not 

Adequately Alleged to Be False or Misleading.

Independent of the safe harbor, the statements about December 2021 Projections are not 

adequately alleged to be false or misleading. It is well established that projections in proxy 

statements are not actionable where “the only relevant statement of fact is that the projections 

were, in fact the projections that [management] provided to” someone else, and the projections 

were provided to that person. OFI Asset Mgmt. v. Cooper Tire & Rubber, 834 F.3d 481, 500–01 

(3d Cir. 2016); see also Bemis, 512 F. Supp. 3d at 533–34 (projections not false where proxy stated 

they “were not included to ‘induce’ any shareholder to vote for the Transaction but rather were 

disclosed because the Board considered them in assessing the Transaction”). Here, the Proxy stated

that the projections were “included solely to provide Citrix stockholders access to financial 

projections that were made available to the Citrix Board, the Transaction Committee and/or Vista 

and Elliott in connection with the proposed Merger, and are not included in this proxy statement 

to influence a Citrix stockholder’s decision whether to vote to adopt the Merger Agreement or for 

any other purpose.” Proxy at 49. Because the AC does not dispute that these projections were the 

ones actually presented to the Board, any attack on them necessarily fails.

Even if Plaintiffs could overcome that hurdle, the challenged statements would be, at best,

matters of opinion that must be both subjectively and objectively false to be actionable. As courts 

have held, financial projections and statements of confidence in such projections are quintessential 

matters of opinion. See, e.g., Bemis, 512 F. Supp. 3d at 539–40; Wesco, 454 F. Supp. 3d at 400;

Gigamon, 372 F. Supp. 3d at 1050–51; Analogic, 2019 WL 4804800, at *9–10. Under Supreme 

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Court precedent, to be actionable under Section 14(a), statements of opinion must be subjectively 

and objectively false. See Virginia Bankshares, 501 U.S. at 1095; Trahan v. Interactive 

Intelligence Grp., Inc., 308 F. Supp. 3d 977, 999 (S.D. Ind. 2018). The AC alleges neither.

a. The AC Does Not Adequately Allege Subjective Falsity.

Plaintiffs have not adequately alleged subjective falsity—i.e., that the Board did not 

honestly believe the December 2021 Projections were a reasonable estimate of the Company’s 

future. While the AC tries to impugn the Board’s belief in multiple ways, all of these attempts fail. 

First, the AC relies on timing: it asserts that, because the December 2021 Projections were 

presented to the Transaction Committee on December 7, after a bid from Elliott on December 5, 

the Transaction Committee must have decided to lower the September 2021 Projections to justify 

accepting Elliot’s bid. AC ¶¶ 17–20. This ignores that, when the September 2021 Projections were 

prepared, management informed the Board of “potential risks in achieving the projections, 

including the execution challenges that Citrix is facing, the risks associated with Citrix’s business 

model transition, and market dynamics.” Proxy at 26–27; AC ¶ 77.

10 After the September 2021 

Projections were prepared, those risks came to pass: multiple bidders dropped out, and Citrix 

lowered its annual revenue guidance. Proxy at 28–33; AC ¶ 91. Plaintiffs’ theory also ignores that 

Citrix did not accept Elliott’s bid, but rather continued to negotiate for almost two months. AC 

10 The Proxy thoroughly documented these challenges. See Proxy at 23 (“[T]he Citrix Board 

determined that, in light of Citrix’s recent financial performance and stock price and the execution 

challenges facing the Company, it was in the best interests of the Company and its stockholders to 

request a specific proposal from Elliott . . . .”); id. at 33 (“As part of this discussion [regarding the 

December 2021 Projections], the Transaction Committee considered the execution challenges that 

Citrix is facing, the risks associated with Citrix’s business model transition, and market 

dynamics.”); id. at 37 (“Following consideration of the execution challenges that Citrix is facing, 

the risks associated with Citrix’s business model transition, Citrix’s historical and projected 

financial performance, and market dynamics, the Transaction Committee agreed that it was in the 

best interests of Citrix and its stockholders to proceed with a transaction with Vista and Elliott on 

the terms proposed”).

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¶¶ 98–124. These facts are indistinguishable from Wesco, where lower projections were prepared 

after negative news and bidder withdrawals, and before further negotiations occurred. See 454 F. 

Supp. 3d at 398. There, as here, the plaintiff “failed to allege facts supporting the strong inference 

that either Wesco’s management or board did not hold the beliefs they professed.” Id. at 400.

Second, while ignoring the disappointing results, the AC relies on cherry-picked statements

of optimism from the second- and third-quarter earnings letters (AC ¶¶ 6–7, 23, 63, 65–68), such 

as “this is a business with a lot of tailwinds” and “a lot of metrics . . . are very, very encouraging.”

AC ¶ 23. But such puffery is immaterial. In Interactive Intelligence, the company made similarly

optimistic statements about its business even as it lowered its projections during the course of 

merger negotiations. 308 F. Supp. 3d at 988, 990, 991. The court ignored this “puffery,” declining

to infer that “the Management Forecasts were not presented in good faith” simply “because 

[plaintiff] feels the Directors were qualitatively more hopeful than the quantitative Management 

Forecasts.” Id. at 990–91. Moreover, Plaintiffs mischaracterize these letters, which were not 

positive but referred to “disruption,” “headwinds,” and “underperform[ance].” Q2 2021 Letter (Ex. 

4) at 2–3; Q3 2021 Letter (Ex. 5) at 2–3. Other investors disagreed with Plaintiffs: Citrix’s stock 

price slid throughout 2021. See Ex. 9 (stock price chart). Thus, the letters do not help Plaintiffs. 

See Wesco, 454 F. Supp. 3d at 398 (rejecting positive characterization of mixed financial results).

b. The AC Does Not Adequately Allege Objective Falsity.

The Plaintiffs have also failed to allege objective falsity. Plaintiffs’ claim of objective 

falsity largely boils down to their own, more-optimistic opinion about Citrix’s business prospects.

While Plaintiffs are free to have their own opinion, it cannot support a Section 14(a) claim. See 

Montanio v. Keurig Green Mountain, Inc., 237 F. Supp. 3d 163, 173 (D. Vt. 2017) (“To prove that 

a projection of future performance . . . is objectively false requires allegations of specific, provable 

facts to the contrary.”). The AC alleges that the December Projections are false because they 

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“ignored the rapid growth in SaaS ARR, the beat in revenue guidance, and forecasted improvement 

in key profitability metrics, reflected in the Q3 2021 results.” AC ¶ 100. These allegations “reflect 

Plaintiffs’ subjective interpretation or opinion . . . and cannot support their claims.” Davison v.

Ventrus Biosciences, Inc., 2014 WL 1805242, at *8 (S.D.N.Y. May 5, 2014); see also Kinnett v.

Strayer Educ., Inc., 2012 WL 933285, at *7 (M.D. Fla. Jan. 3, 2012) (“opinions do not transform 

non-fraudulent practices . . . into fraudulent or misleading actions”), report and recommendation

adopted, 2012 WL 933275 (M.D. Fla. Mar. 20, 2012), aff’d, 501 F. App’x 890 (11th Cir. 2012).

Indeed, Plaintiffs do not even allege that the December 2021 Projections were wrong, and they 

better predicted Citrix’s 2021 revenues than the September 2021 Projections. (See supra note 9.)

3. The Statements About the December 2021 Projections Did Not 

Render the Proxy Materially Misleading.

The AC also fails to plead materiality. It theorizes that the December 2021 Projections 

were too low and thus misled investors about Citrix’s future performance. But to support this 

theory, the AC points to other information that Citrix itself disclosed, most notably the September 

2021 Projections (see AC ¶ 103). This theory—that the Proxy is misleading in light of other facts 

the Proxy disclosed—cannot support a Section 14(a) claim. See Analogic, 2019 WL 4804800, at 

*9 (court considers “relevant entirety” of proxy and, “[i]n evaluating whether Defendants’

representations were misleading, the Court must evaluate the statements within the proxy 

independently”). “[M]ateriality depends on whether a substantial likelihood exists that a 

reasonable investor would have viewed a misrepresentation or omission as significantly alter[ing] 

the ‘total mix’ of information made available.” Carvelli v. Ocwen Fin. Corp., 934 F.3d 1307, 1317 

(11th Cir. 2019). If the misstatements “did not render the Proxy materially misleading,” dismissal 

should follow. Paradise, 918 F.3d at 321. Courts thus dismiss Section 14(a) claims where the 

proxy “provided [] shareholders with every projection and financial forecast” and “[r]easonable 

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shareholders could therefore appraise the merit of the projections on their own.” Analogic, 2019 

WL 4804800, at *13; see also Wesco, 454 F. Supp. 3d at 402 (dismissing where company “left it 

to the shareholders themselves to conduct their own analysis if they believed, contrary to the views 

of management and the board, that the Initial Management Projections were the better set of 

projections”). That is exactly what Plaintiffs did: they read the Proxy and came to their own 

opinion about the December 2021 Projections. That is not the basis for a Section 14(a) claim.

B. The AC Does Not Adequately Allege Any Actionable Misstatement 

Concerning the Board’s and Qatalyst’s Opinions that the Merger Was Fair.

Next, the AC alleges that the following were false and misleading: (1) that, in the view of 

the Board, the merger was “fair,” “advisable,” and “in the best interests of the Company’s 

stockholders” (AC ¶¶ 169-70); and (2) Qatalyst’s opinion that the merger was fair (AC ¶ 159).

These claims about fairness are entirely derivative of Plaintiffs’ attack on the December 

2021 Projections and fail for the same reasons. The AC asserts that, because the Board and Qatalyst 

did not honestly believe in the December 2021 Projections, they also could not have honestly 

believed the merger was fair. AC ¶ 160, 170. Thus, all the grounds set forth above in Section II.A, 

including the PSLRA safe harbor, apply equally here. See Wesco, 454 F. Supp. 3d at 387 

(dismissing challenge to statement about fairness of merger under PSLRA safe harbor where it 

was derivative of attack on projections protected by safe harbor); Interactive Intelligence, 308 F.

Supp. 3d at 999 (dismissing identical claims where plaintiff “advances no ground for the subjective 

and objective falsity of these statements other than” claims that financial forecasts and analyses in 

proxy statement were false and misleading).

In addition, under Supreme Court precedent, these opinions about the fairness of the merger 

must be both objectively and subjectively false to be actionable. Virginia Bankshares, 501 U.S. at

1095–96. Again, the AC alleges neither.

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While Plaintiffs assert that Citrix’s directors undertook a conscious scheme to deceive 

investors about the fairness of the merger, the AC is devoid of factual content supporting that 

assertion and everything in the record points the other way. See supra Sections II.A.1.c, II.A.2.a; 

infra Section III. Just as in Interactive Intelligence, Plaintiffs’ claim boils down to a contention 

that “the Directors knew that [Citrix] would be more valuable as a going concern than the value 

embodied in the Merger because the Directors expressed public hopes that [Citrix’s business 

strategy] would be successful.” 308 F. Supp. 3d at 999. As in that case, Plaintiffs’ “speculation on 

these points is unfounded by any plausible factual allegation in the Amended Complaint.” Id.11

The AC also does not raise any plausible inference that the merger was objectively unfair.

The merger was the culmination of a five-month-long process involving interactions with 19

potential buyers and financial sponsors; the $104 per-share deal price represented a 30% premium 

over Citrix’s unaffected stock price; no other buyers were willing make an offer; and the Board 

received a fairness opinion from its financial advisor.

12 See Proxy at 1, 22-36, 41. Those

uncontested facts strongly support the objective fairness of the merger. See Wesco, 454 F. Supp.

3d at 405 (plaintiff failed to allege sale process was inadequate where proxy disclosed that

committee “reached out to a large number of potential bidders,” “negotiated aggressively with 

11 The AC also speculates that Qatalyst might have been motivated to issue a false fairness opinion 

because most of its fee was contingent on consummation of the merger and because it had 

previously worked on mergers adverse to Elliott and Vista. AC ¶¶ 21, 24, 54. Neither of these 

fully-disclosed, commonplace circumstances provides a basis to question Qatalyst’s honesty. In re 

Smurfit-Stone Container Corp. S’holder Litig., 2011 WL 2028076, at *23 (Del. Ch. May 20, 2011) 

(“Contingent fees for financial advisors in a merger context are somewhat ‘routine’ and previously 

have been upheld by Delaware courts.”); Flannery v. Genomic Health, Inc., 2021 WL 3615540, at 

*6, *24 (Del. Ch. Aug. 16, 2021) (allegations failed to “support a reasonable inference that 

Goldman was unable to deliver independent financial advice to the [seller’s] Board” even where 

Goldman had performed work for buyer more than two years prior to retention by seller).

12 The AC speculates that other suitors withdrew because they “perceived that the playing field 

was tilted in favor of Elliott and Vista.” AC ¶ 76. But the AC’s only support is the existence of socalled “conflicts,” which as discussed below were illusory. See infra Section II.C.1.

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[buyer],” and received an offer from only one bidder).

In the face of these facts, the AC alleges nothing that calls into question the objective 

fairness of the merger. The AC relies primarily on its misguided attack on the December 2021 

Projections. AC ¶¶ 160, 170. The AC also quibbles with aspects of Qatalyst’s analyses, specifically 

the discount rate used in the DCF analysis and the exclusion of the Wrike transaction from the 

Selected Transactions Analysis—details disclosed in the Proxy. AC ¶¶ 160–162. Such quibbles

with Qatalyst’s disclosed assumptions cannot support an inference that the merger was unfair. See 

FEI, 289 F. Supp. 3d at 1179 (“The discount rate in a discounted cash flow analysis reflects a 

financial analyst’s judgment, and disagreement over the rate does not form the basis of a § 14(a) 

claim. . . . If [the advisor] did apply a higher discount rate than is consistent with industry standards, 

any ‘shoddy’ analysis was available for shareholders to observe and consider in their decision.”).13

Ultimately, any claim of objective fairness is no different from the one rejected in 

Gigamon. There too, the plaintiff challenged the Board’s and the financial advisor’s conclusion 

that the merger was fair based on projections that were allegedly too low. See 372 F. Supp. 3d at 

1042. There too, the plaintiff sought to rely on generalized optimism about the company’s business 

prospects, while ignoring challenges the business had faced. Id. at 1051-52. The Gigamon court 

rejected plaintiff’s claim of objective falsity, see id., and this Court should do the same. 

Finally, here too, the supposedly flawed opinions about fairness do not render the Proxy 

materially misleading. The Proxy contained all the information that Plaintiffs needed to evaluate 

the fairness of the merger, including the September 2021 projections and Qatalyst’s fairness 

13 See also Kuebler v. Vectren Corp., 13 F.4th 631, 643–44 (7th Cir. 2021) (“Shareholders are not 

entitled to the disclosure of every financial input used by a financial advisor so that they may 

doublecheck every aspect of both the advisor’s math and its judgment.”); Ridler v. Hutchinson 

Tech. Inc., 216 F. Supp. 3d 982, 990 (D. Minn. 2016) (“[P]laintiffs point to no objective flaw in 

[the advisor]’s analysis, but only to a disagreement over subjective valuation methodology.”).

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analyses. As a result, “[r]easonable shareholders could therefore appraise the merit of the [merger] 

on their own.” Analogic, 2019 WL 4804800, at *13. Ultimately, Plaintiffs can point to nothing 

more than their own opinion that the merger was unfair. Permitting Plaintiffs to state a Section 

14(a) claim on that basis would improperly transform the statute from one governing disclosure to 

one governing directors’ fiduciary duties. See Koppel v. 4987 Corp., 167 F.3d 125, 133 (2d Cir. 

1999) (Section 14(a) claims cannot rest on allegations that “constitute no more than state law 

breach of fiduciary duty claims under a thin coat of federal paint”).

C. The Alleged Omissions Concerning Conflicts of Interest and Citrix’s Publicly

Reported Historical Financial Results Do Not Render the Proxy Materially 

Misleading and Are Not Actionable.

The AC further alleges that the Proxy failed to disclose certain information concerning (1) 

purported conflicts of interest (AC ¶¶ 72, 83, 164–168) and (2) Citrix’s 2021 publicly disclosed 

quarterly financial results (AC ¶¶ 97, 140–149). None of the allegedly omitted information was 

material. Rather, these are classic “tell-me-more” claims that courts routinely reject under Section 

14(a). See, e.g., Mack v. Resolute Energy Corp., 2020 WL 1286175, at *9 (D. Del. Mar. 18, 2020) 

(stockholder not entitled to information “merely because he believes it would be useful”).

1. There Were No Undisclosed or Material Conflicts of Interest.

The AC alleges that the Proxy failed to disclose supposed conflicts of interest. AC ¶¶ 72, 

83, 164–168. But the Proxy contained extensive disclosure of potential conflicts. See Proxy at 23–

24 (summary of potential conflicts considered by Board and recusal of Ms. Kilcoyne and Mr. 

Hogan); id. at 56–65 (summary of interests of directors and officers in the merger). To give a few 

examples: an Elliott representative had served on Citrix’s Board and another board alongside 

current directors; Mr. Calderoni had an 18-month consulting arrangement with Elliott in 2018–

2019; and a family member of Mr. Calderoni worked with Elliott in an administrative role. Proxy 

at 23–24.

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The AC alleges Citrix should have disclosed more but points to coincidences, not conflicts.

Most of them are past board seats on companies with a connection to Vista or Elliott: Mr. Knowling 

was a director of Convergys from late 2017 until late 2018, when Elliott acquired a 4.9% stake;

Ms. Caldwell was a director of TIBCO before it became a Vista portfolio company; Mr. Calderoni 

served on the board of Juniper in February 2014 when Elliott reached an agreement to obtain two 

board seats; and Mr. Calderoni was an advisor to Silver Lake Partners, which participated in the 

October 2015 purchase by Dell of EMC, in which Elliott had a 2.2% stake. AC ¶¶ 83, 165, 168.

These so-called “conflicts” were not conflicts at all, but immaterial information that Citrix 

had no duty to disclose. “[O]nly potential or actual conflicts that a reasonable investor would 

consider significant must be disclosed.” In re Mindbody, Inc. Sec. Litig., 489 F. Supp. 3d 188, 214 

(S.D.N.Y. 2020).

14 Overlapping board service is commonplace and does not create any conflicting 

financial interest. See, e.g., Patel v. Duncan, 2021 WL 4482157, at *20 (Del. Ch. Sept. 30, 2021) 

(rejecting allegation that directors’ “overlapping board service at other companies” gave rise to a 

conflict of interest or showed lack of independence), aff’d, 277 A.3d 1257 (Del. 2022). “Bare 

allegations that directors are friendly with . . . or have past business relationships with the 

proponent of a transaction or the person they are investigating are not enough to rebut the 

presumption of independence.” Kahn v. M&F Worldwide Corp., 88 A.3d 635, 649 (Del. 2014), 

overruled on other grounds by Flood v. Synutra Int’l, Inc., 195 A. 3d 754 (Del. 2018).15

14 See also In re Om Grp., Inc. S’holders Litig., 2016 WL 5929951, at *15 (Del. Ch. Oct. 12, 2016) 

(“Not every fact tending remotely to suggest that a board member’s interest might differ in some 

respect from that of the stockholders amounts to a material omission. Plaintiffs must allege facts 

from which the Court may reasonably infer that there is a substantial likelihood that a reasonable 

shareholder would consider the omission important in deciding how to vote.”).

15 See also Highland Legacy Ltd. v. Singer, 2006 WL 741939, at *5 (Del. Ch. Mar. 17, 2006) 

(allegation that directors “served together on a few boards of unaffiliated companies” did not call 

into question their impartiality); see also Om, 2016 WL 5929951, at *15 (that director “was 

Chairman and CEO of a company partially owned by [buyer]” was not material); Weinberger v. 

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Ultimately, the incremental disclosures that Plaintiffs seek would have done nothing to 

apprise stockholders of any useful information concerning conflicts facing Citrix’s fiduciaries. See 

Mindbody, 489 F. Supp. 3d at 215 (“Even if some of the omitted relationships were ‘potential’ 

conflicts of interest, Plaintiffs have not alleged why they would be material to shareholders when 

Defendants had already disclosed the two far more significant conflicts”). Thus, this claim fails.

2. There Were No Material Omissions Concerning Citrix’s Publicly 

Disclosed Q2 and Q3 2021 Financial Results. 

Plaintiffs also quibble with how the Proxy characterized the quarterly earnings letters from

July and November 2021. AC ¶¶ 97, 141–149. These quibbles fail to state a claim.

The AC does not and cannot dispute that the challenged statements were true: they 

accurately reflected the text of the earnings letters, which referred to “disruption,” “challenges,” 

and “underperform[ance].” Q2 2021 Letter (Ex. 4) at 2–3; Q3 2021 Letter (Ex. 5) at 2–3. Plaintiffs

simply prefer a glass-half-full approach. See AC ¶¶ 141–149. But even the AC admits that Citrix 

missed revenue targets in 2021 and lowered its annual financial guidance. Id. ¶ 140. And as Citrix’s 

stock price showed, the market did not share Plaintiffs’ positive view. See Ex. 9 (stock price chart).

These negative factors contributed to the Board’s decision and had to be disclosed. See 17 C.F.R. 

§ 229.1004(a)(2)(iii) (requiring disclosure of the “reasons for engaging in the transaction”); Appel 

v. Berkman, 180 A.3d 1055, 1063 (Del. 2018) (“[B]oard disclosures soliciting votes in favor of a 

transaction do not solely say that the board recommends the transaction, they instead provide 

detailed reasons why the board is making that recommendation.”); Proxy at 38–41 (disclosing 

reasons for merger, including Citrix’s stock price and “execution challenges that Citrix is facing”).

Moreover, contrary to Plaintiffs’ allegations, the Proxy did disclose positive results from 

Rio Grande Indus., Inc., 519 A.2d 116, 122–23 (Del. Ch. 1986) (failure to disclose that three 

directors of seller were directors of corporation 25–30% owned by buyer not material).

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2021. Citrix’s Form 10-K, which the Proxy incorporated (see Proxy at 108), disclosed positive 

annual results more current than the allegedly omitted quarterly results. Plaintiffs complain that 

the Proxy failed to disclose quarterly “year-over-year growth in SaaS ARR [i.e., Annual Recurring 

Revenue]” and “accelerating SaaS ARR.” AC ¶¶ 141, 143-145, 148-149. But the Form 10-K (and 

thus the Proxy) disclosed that annual “Subscription revenue increased 39.4% to $1.55 billion” and 

annual “SaaS revenue increased 58.5% to $857.3 million.” 2021 10-K (Ex. 2) at 38; see Laborers’ 

Loc. #231 Pension Fund v. PharMerica Corp., 2019 WL 4645583, at *7 (W.D. Ky. Sept. 24, 2019) 

(proxy statement not misleading in light of disclosure in 10-K incorporated by reference). No 

further disclosure would have been material. Investors were not misled simply because the Proxy 

did not repeat each of the statements in Citrix’s quarterly letters, or because the Proxy did not

adopt Plaintiffs’ positive spin. See, e.g., Chu v. Sabratek Corp., 100 F. Supp. 2d 827, 834 (N.D. 

Ill. 2000) (“A plaintiff cannot credibly claim to be misled by a company’s attempt to hide negative 

information when that same information is publicly available via alternate channels.”).

III. THE AC DOES NOT SATISFY RULE 9(b). 

To satisfy Rule 9(b), the AC must allege, among other things, “the content of such 

statements and the manner in which they misled the plaintiff” and “what the defendants obtained 

as a consequence of the fraud.” Lee, 2021 WL 3912651 at *4. In addition, “a plaintiff may not

lump multiple defendants together because this constitutes impermissible ‘group pleading.’” Libov 

v. Readix, Inc., 2011 WL 13216996, at *1 (S.D. Fla. Sept. 8, 2011). These requirements “protect[] 

defendants against spurious charges of immoral and fraudulent behavior.” Arnold v. McFall, 839 

F. Supp. 2d 1281, 1287 (S.D. Fla. 2011). The AC does not meet them.

First, the AC does not allege how Plaintiffs were misled by the Proxy. Rather, the AC

shows Plaintiffs were not misled. The AC’s attack on the projections and the fairness of the merger 

is based on the Proxy itself. It is obvious that Plaintiffs could and did “appraise the merit of the 

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projections on their own.” Analogic, 2019 WL 4804800, at *13. They were not misled. See Arnold, 

839 F. Supp. 2d at 1287 (dismissing where the plaintiff “fail[ed] to allege any facts that support 

his allegation that this statement was misleading or a misrepresentation of material fact”).

Second, the AC fails to plead how the alleged fraud benefited Defendants. The AC relies 

on purported conflicts of interest, but none of them remotely suggest that any Defendant received 

any benefit as the result of the supposed fraud. Indeed, the Company formed an independent and 

disinterested Transaction Committee to oversee the deal process, and it was the Transaction 

Committee—not the full Board—that met with management about the challenged projections. AC 

¶ 99. While the AC claims the Transaction Committee was infected by so-called “conflicts,” there 

is no explanation of how the Transaction Committee members received anything of benefit due to 

these “conflicts.” See supra Section II.C.1. And with respect to the full Board, the only two 

directors with potential conflicts recused themselves from discussions about the merger. AC ¶ 28.

The AC also points to accelerated vesting of equity awards and a change-in-control 

payment to Mr. Calderoni (AC ¶¶ 131–135) pursuant to the preexisting terms of the equity awards 

and Mr. Calderoni’s executive agreement signed when he became interim CEO (see Proxy at 58, 

60–61). But the vesting of equity awards incentivized the Board to pursue the highest price. See 

Analogic, 2019 WL 4804800, at *13 (“[T]he allegations suggest that the Individual Defendants’ 

interests aligned with Analogic’s shareholders, as they themselves owned stock in Analogic and it 

would have been in their interest to maximize the value of that stock.”). Moreover, the nonemployee directors’ equity awards would have vested according to their own terms in July 2022. 

See 4/16/21 Proxy (Ex. 8) at 34. It is well recognized that these commonplace arrangements do 

not suggest a motive to defraud. See Wesco, 454 F. Supp. 3d at 396 (“lucrative golden parachute” 

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was “a generalized incentive commonly available” insufficient to infer motive).

16

Finally, the AC engages in improper group pleading. It makes sweeping, unparticularized 

statements about what the “Transaction Committee,” the “Board,” and “Qatalyst” did, without 

specifying exactly who did what. See, e.g., AC ¶ 19 (“the Board, as well as the Transaction 

Committee, were conflicted, and instead asked Citrix senior management to quickly prepare a new 

set of depressed projections”); AC ¶ 29 (“the Transaction Committee (and by extension, the full 

Board), aided and abetted by Qatalyst, found a way to justify acceptance of Elliott’s and Vista’s 

‘best and final offer’”). “Such group pleading is not permitted under Rule 9(b).” Magnum Constr. 

Mgmt., LLC v. WSP USA Sols., Inc., 522 F. Supp. 3d 1202, 1209 (S.D. Fla. 2021).

17

IV. THE AC DOES NOT ADEQUATELY ALLEGE LOSS CAUSATION.

Finally, the AC fails to adequately allege that any purportedly false or misleading 

statements “caused the loss for which the plaintiff seeks to recover damages,” a requirement in the 

PSLRA for all Exchange Act claims. 15 U.S.C. § 78u-4(b)(4); Lee, 2021 WL 3912651, at *13 

(dismissing Section 14(a) claim because “Plaintiffs have failed to show loss causation”).

The AC asserts in conclusory fashion that Plaintiffs suffered a loss because the “true value” 

of Citrix stock was higher than the merger consideration. AC ¶ 173. But there are no facts to 

support this assertion. There were no competing offers on the table. AC ¶ 76. And the market 

(which was apprised of Citrix’s financial results) valued the stock at far less than the merger 

consideration before speculation about a potential merger became public. Proxy at 1. Plaintiffs 

16 See also In re W. Nat’l Corp. S’holders Litig., 2000 WL 710192, at *12 (Del. Ch. May 22, 2000) 

(“a $4.5 million cash severance payment coupled with accelerated vesting of certain options to an 

executive chairman of a large corporation does not strike me as so far beyond the pale that it would 

give rise to an improper motive to accomplish a merger”).

17 See also SIG, Inc. v. AT & T Digital Life, Inc., 971 F. Supp. 2d 1178, 1187 (S.D. Fla. 2013) (“in 

cases involving multiple defendants, the complaint must inform each defendant of his or her 

alleged role in the fraud”).

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therefore fail to adequately allege that any misrepresentations caused them economic harm. 

When faced with such inadequate allegations of loss causation, multiple courts have 

dismissed Section 14(a) claims. Here too, Wesco is directly on point. In Wesco, the plaintiff alleged

his shares were “worth significantly more than the Merger Consideration” based on a set of earlier, 

more-optimistic financial projections. 454 F. Supp. 3d at 404. The court rejected this contention, 

holding that the “true alternative to the merger consideration” was the stock price prior to the 

announcement of the deal—not “[e]quity in an independent company that achieved” the higher 

projections. Id. at 405. The Second Circuit affirmed. 847 F. App’x 35. Other courts have reached 

similar conclusions. See Kuebler, 13 F.4th at 645–47 (dismissing on loss causation where 

“plaintiffs do not even allege the existence of a viable superior offer”).18

V. THE § 20(a) CONTROL PERSON CLAIM SHOULD ALSO BE DISMISSED.

“The complaint must adequately allege primary liability for another Securities Exchange 

Act violation in order to state a claim for secondary liability under section 20(a).” Jabil Circuit, 

594 F.3d at 797. Because the Section 14(a) claim fails, the Section 20(a) claim should also be 

dismissed. See id. (dismissing Section 20(a) claim due to failure “to properly plead [plaintiffs’]

fraud and proxy solicitation claims”).

CONCLUSION

For the foregoing reasons, the AC should be dismissed in its entirety with prejudice.19

18 See also Interactive Intelligence, 308 F. Supp. 3d at 1000 (rejecting loss causation where plaintiff 

“alleged no more than a speculative possibility that he was economically injured”); Karp v. First 

Connecticut Bancorp, 69 F.4th 223, 235 (4th Cir. 2023) (rejecting loss causation at summary 

judgment where there was no superior offer and it was therefore “unclear how the shareholders 

would have realized the $35.51 price had the proxy statement included the cash-flow projections—

or whether they even would have rejected the merger in that case”).

19 See Carvelli v. Ocwen Fin. Corp., 2018 WL 4941110, at *8 (S.D. Fla. Apr. 30, 2018) (dismissing 

complaint with prejudice because of incurable infirmities), aff’d, 934 F.3d 1307 (11th Cir. 2019).

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REQUEST FOR HEARING

Pursuant to Local Rule 7.1(b)(2), Defendants respectfully request oral argument on their 

Motion to Dismiss the Amended Complaint. Defendants respectfully submit that oral argument 

would assist the Court in light of the nature of Plaintiffs’ allegations, the application of the 

PSLRA’s safe harbor for forward-looking statements, and the heightened pleading requirements 

imposed by Rule 9(b) and the PSLRA. Defendants estimate that one hour would be sufficient for 

oral argument.

Dated: July 12, 2023 TRENAM, KEMKER, SCHARF, BARKIN, 

FRYE, O’NEILL & MULLIS, P.A.

/s/ Amy L. Drushal

Amy L. Drushal

Florida Bar Number 546895

101 Kennedy Blvd., Ste 2700

Tampa, FL 33602

Tel: (813) 223-7474

Fax: (813) 229-6553 

adrushal@trenam.com/lbehr@trenam.com

and

GOODWIN PROCTER LLP

Deborah S. Birnbach (pro hac vice)

Justin D. Ward (pro hac vice pending)

Jordan Benson (pro hac vice)

100 Northern Avenue

Boston, MA 02210

Tel: (617) 570-1000

Fax: (617) 523-1231

dbirnbach@goodwinlaw.com

jward@goodwinlaw.com

jbenson@goodwinlaw.com

Counsel for Defendants Citrix Systems, Inc., Robert 

M. Calderoni, Nanci E. Caldwell, Murray J. Demo, 

Thomas E. Hogan, Moira A. Kilcoyne, Robert E. 

Knowling, Jr., Peter J. Sacripanti, and J. Donald 

Sherman

Case 0:22-cv-62327-RAR Document 42 Entered on FLSD Docket 07/12/2023 Page 38 of 39
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CERTIFICATE OF SERVICE

I hereby certify that on this 12th day of July, 2023, I electronically filed the foregoing with 

the Clerk of Court by using the Court’s CM/ECF system, which will furnish a copy to all counsel 

of record.

/s/ Amy L. Drushal

Attorney

Case 0:22-cv-62327-RAR Document 42 Entered on FLSD Docket 07/12/2023 Page 39 of 39