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Exxon Mobil Corporation, Darren W Case 3:21-cv-00194-G Document 1 Filed 01/28/21 Page 1 of 18 PageID 1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF TEXAS MENDI YOSHIKAWA, Individually and Case No. 3:21-cv-194 On Behalf of All Others Similarly Situated, CLASS ACTION COMPLAINT Plaintiff, v. JURY TRIAL DEMANDED EXXON MOBIL CORPORATION, DARREN W. WOODS, ANDREW P. SWIGER, and DAVID S. ROSENTHAL, Defendants. Plaintiff Mendi Yoshikawa (“Plaintiff”), individually and on behalf of all others similarly situated, by Plaintiff’s undersigned attorneys, for Plaintiff’s complaint against Defendants, alleges the following based upon personal knowledge as to Plaintiff and Plaintiff’s own acts, and information and belief as to all other matters, based upon, inter alia, the investigation conducted by and through Plaintiff’s attorneys, which included, among other things, a review of the Defendants’ public documents, conference calls and announcements made by Defendants, United States (“U.S.”) Securities and Exchange Commission (“SEC”) filings, wire and press releases published by and regarding Exxon Mobil Corporation (“Exxon” or the “Company”), analysts’ reports and advisories about the Company, and information readily obtainable on the Internet. Plaintiff believes that substantial additional evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery. NATURE OF THE ACTION 1. This is a federal securities class action on behalf of a class consisting of all persons and entities other than Defendants that purchased or otherwise acquired Exxon securities between 1 Case 3:21-cv-00194-G Document 1 Filed 01/28/21 Page 2 of 18 PageID 2 November 6, 2019 and January 14, 2021, both dates inclusive (the “Class Period”), seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials. 2. Exxon explores for and produces crude oil and natural gas in the U.S. and abroad. One of the Company’s most important oil and gas properties is in the Permian Basin, which is currently the highest-producing oil field in the U.S. 3. Throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Exxon forced its employees to use unrealistic assumptions regarding the timelines for well drilling in the Permian Basin; (ii) the foregoing assumptions served to artificially inflate the value of the Company’s well operations in the Permian Basin; (iii) the foregoing conduct, when revealed, subjected Exxon to a heightened risk of regulatory investigation and oversight; and (iv) as a result, the Company’s public statements were materially false and misleading at all relevant times. 4. On January 15, 2021, pre-market, the Wall Street Journal published an article entitled “Exxon Draws SEC Probe Over Permian Basin Asset Valuation.” The article reported that the SEC probe stemmed from a whistleblower complaint that, during a 2019 internal assessment, workers were forced to use unrealistic assumptions about how quickly wells in the Permian Basin could be drilled to reach a higher valuation, and that at least one worker who complained about the assumptions was fired. 5. On this news, Exxon’s stock price fell $2.42 per share, or 4.81%, to close at $47.89 per share on January 15, 2021. 2 Case 3:21-cv-00194-G Document 1 Filed 01/28/21 Page 3 of 18 PageID 3 6. As a result of Defendants’ wrongful acts and omissions, and the precipitous decline in the market value of the Company’s securities, Plaintiff and other Class members have suffered significant losses and damages. JURISDICTION AND VENUE 7. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) of the Exchange Act (15 U.S.C. §§ 78j(b) and 78t(a)) and Rule 10b-5 promulgated thereunder by the SEC (17 C.F.R. § 240.10b-5). 8. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. § 1331 and Section 27 of the Exchange Act. 9. Venue is proper in this Judicial District pursuant to Section 27 of the Exchange Act (15 U.S.C. § 78aa) and 28 U.S.C. § 1391(b). Exxon is headquartered in this Judicial District, Defendants conduct business in this Judicial District, and a significant portion of Defendants’ actions took place within this Judicial District. 10. In connection with the acts alleged in this complaint, Defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to, the mails, interstate telephone communications, and the facilities of the national securities markets. PARTIES 11. Plaintiff, as set forth in the attached Certification, acquired Exxon securities at artificially inflated prices during the Class Period and was damaged upon the revelation of the alleged corrective disclosures. 12. Defendant Exxon is a New Jersey corporation with principal executive offices located at 5959 Las Colinas Boulevard, Irving, Texas 75039-2298. The Company’s common stock 3 Case 3:21-cv-00194-G Document 1 Filed 01/28/21 Page 4 of 18 PageID 4 trades in an efficient market on the New York Stock Exchange (“NYSE”) under the ticker symbol “XOM.” 13. Defendant Darren W. Woods (“Woods”) has served as Exxon’s Chief Executive Officer at all relevant times. 14. Defendant Andrew P. Swiger (“Swiger”) has served as Exxon’s Senior Vice President at all relevant times. 15. Defendant David S. Rosenthal (“Rosenthal”) has served as Exxon’s Vice President and Controller at all relevant times. 16. Defendants Woods, Swiger, and Rosenthal are sometimes referred to herein as the “Individual Defendants.” 17. The Individual Defendants possessed the power and authority to control the contents of Exxon’ SEC filings, press releases, and other market communications. The Individual Defendants were provided with copies of Exxon’ SEC filings and press releases alleged herein to be misleading prior to or shortly after their issuance and had the ability and opportunity to prevent their issuance or to cause them to be corrected. Because of their positions with Exxon, and their access to material information available to them but not to the public, the Individual Defendants knew that the adverse facts specified herein had not been disclosed to and were being concealed from the public, and that the positive representations being made were then materially false and misleading. The Individual Defendants are liable for the false statements and omissions pleaded herein. 18. Exxon and the Individual Defendants are collectively referred to herein as “Defendants.” 4 Case 3:21-cv-00194-G Document 1 Filed 01/28/21 Page 5 of 18 PageID 5 SUBSTANTIVE ALLEGATIONS Background 19. Exxon explores for and produces crude oil and natural gas in the U.S. and abroad. One of the Company’s most important oil and gas properties is in the Permian Basin, which is currently the highest-producing oil field in the U.S. In 2017, the Company acquired acreage in the Permian Basin, in an area called the Delaware Basin, for $6.6 billion. Materially False and Misleading Statements Issued During the Class Period 20. The Class Period begins on November 6, 2019, when Exxon filed a quarterly report on Form 10-Q with the SEC, reporting the Company’s financial and operating results for the quarter ended September 30, 2019 (the “3Q19 10-Q”). For the quarter, Defendants reported total assets of $359.36 billion, attributing $13.13 billion in current assets to crude oil, products and merchandise inventories, and $250.51 billion in assets to property, plant and equipment, net. 21. Additionally, in discussing Exxon’s liquidity and capital resources, the 3Q19 10-Q touted the Company’s “ongoing asset management program,” including, in relevant part, that the Company’s “[k]ey criteria for evaluating [asset] acquisitions include potential for future growth and attractive current valuations.” 22. Appended as exhibits to the 3Q19 10-Q were signed certifications pursuant to the Sarbanes-Oxley Act of 2002 (“SOX”), wherein the Individual Defendants certified that “the [3Q19 10-Q] fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934” and that “the information contained in the [3Q19 10-Q] fairly presents, in all material respects, the financial condition and results of operations of the Company.” 23. On February 26, 2020, Exxon filed an annual report on Form 10-K with the SEC, reporting the Company’s financial and operating results for the quarter and year ended December 5 Case 3:21-cv-00194-G Document 1 Filed 01/28/21 Page 6 of 18 PageID 6 31, 2019 (the “2019 10-K”). For full year 2019, Defendants reported total assets of $362.60 billion, attributing $14.01 billion in current assets to crude oil, products and merchandise inventories, and $253.02 billion in assets to property, plant and equipment, at cost, less accumulated depreciation and depletion. 24. Additionally, the 2019 10-K contained statements identical to those referenced in ¶ 21, supra, concerning Exxon’s purported criteria for evaluating asset acquisitions. 25. Moreover, the 2019 10-K represented, in relevant part, that Exxon “tests assets or groups of assets for recoverability on an ongoing basis”; that “[a]sset valuation analyses, profitability reviews and other periodic control processes assist [Exxon] in assessing whether events or changes in circumstances indicate the carrying amounts of any of its assets may not be recoverable”; and that Exxon “has a robust process to monitor for indicators of potential impairment across its asset groups throughout the year”; all of which indicated to investors that the Company’s asset valuations were periodically reviewed, updated, accurate, and reliable, including those regarding the Permian Basin.
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