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On September 30, 2016, Judge Richard J. Sullivan of the U.S. District Court for the Southern District of New York dismissed with prejudice all claims against Simpson Thacher client MDC Partners Inc. and certain of its officers and directors in North Collier Fire Control & Rescue District Firefighter Pension Plan v. MDC Partners, Inc. et al., 15 Civ. 6034. The putative class action asserted claims for securities fraud under sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5. Plaintiffs alleged that, throughout a twenty-month long class period, MDC overstated goodwill, reported earnings using a misleading version of EBITDA, failed to disclose all of the compensation paid to MDC’s then-CEO, president and chairman, and falsely reported that its internal controls over financial reporting were adequate. The court dismissed the claims on two independent grounds. First, the court held that Plaintiffs failed to allege any material misstatements, because certain categories of alleged misstatements were immaterial, and that for the remainder, Plaintiffs failed to identify any statements that were false. Second, the court held that Plaintiffs had failed to allege facts giving rise to a strong inference of scienter. Among other things, the court rejected Plaintiffs’ allegations of motive that were premised on so-called insider stock sales, holding that the circumstances surrounding such alleged sales did not support an inference of a fraudulent motive. The Simpson Thacher team on this case included Paul Curnin, Craig Waldman, Dan Stujenske and PJ Campbell.