Matias Malig, As Trustee for the Malig Family Trust, Et Al. V. Lyft, Inc. Et Al
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Case 4:19-cv-02690-HSG Document 1 Filed 05/17/19 Page 1 of 27 1 Jeffrey C. Block, pro hac vice to be filed Jacob A. Walker (SBN 271217) 2 BLOCK & LEVITON LLP 260 Franklin Street, Suite 1860 3 Boston, MA 02110 (617) 398-5600 phone 4 [email protected] 5 Attorneys for Plaintiff Matias Malig, as Trustee for the Malig Family Trust 6 UNITED STATES DISTRICT COURT 7 NORTHERN DISTRICT OF CALIFORNIA 8 MATIAS MALIG, AS TRUSTEE FOR THE Case No._________________________ 9 MALIG FAMILY TRUST, Individually and on Behalf of All Others Similarly Situated, 10 Plaintiff, CLASS ACTION 11 vs. COMPLAINT FOR VIOLATIONS 12 OF FEDERAL SECURITIES LAWS LYFT INC.; LOGAN GREEN; JOHN ZIMMER; 13 BRIAN ROBERTS; PRASHANT (SEAN) AGGARWAL; BEN HOROWITZ; VALERIE 14 JARRETT; DAVID LAWEE; HIROSHI MIKITANI; ANN MIURA-KO; MARY AGNES 15 (MAGGIE) WILDEROTTER; J.P. MORGAN SECURITIES LLC; CREDIT SUISSE 16 SECURITIES (USA) LLC; JEFFERIES LLC; DEMAND FOR JURY TRIAL UBS SECURITIES LLC; STIFEL, NICOLAUS 17 & COMPANY, INCORPORATED; RBC CAPITAL MARKETS, LLC; KEYBANC 18 CAPITAL MARKETS INC.; COWEN AND COMPANY, LLC; RAYMOND JAMES & 19 ASSOCIATES, INC.; CANACCORD GENUITY LLC; EVERCORE GROUP L.L.C.; 20 PIPER JAFFRAY & CO.; JMP SECURITIES LLC; WELLS FARGO SECURITIES, LLC; 21 KKR CAPITAL MARKETS LLC; ACADEMY SECURITIES, INC.; BLAYLOCK VAN, LLC; 22 PENSERRA SECURITIES LLC; SIEBERT CISNEROS SHANK & CO., L.L.C.; THE 23 WILLIAMS CAPITAL GROUP, L.P.·; CASTLEOAK SECURITIES, L.P.; C.L. KING 24 & ASSOCIATES, INC.; DREXEL HAMILTON, LLC; GREAT PACIFIC SECURITIES; LOOP 25 CAPITAL MARKETS LLC; MISCHLER FINANCIAL GROUP, INC.; SAMUEL A 26 RAMIREZ & COMPANY, INC.; R. SEELAUS & CO., LLC; and TIGRESS FINANCIAL 27 PARTNERS LLC, 28 Defendants. COMPLAINT FOR VIOLATIONS OF FEDERAL SECURITIES LAWS 1 Case 4:19-cv-02690-HSG Document 1 Filed 05/17/19 Page 2 of 27 1 1. Plaintiff Matias Malig, as Trustee for the Malig Family Trust ("Plaintiff'”), 2 individually and on behalf of all others similarly situated, alleges the following based upon the 3 investigation of plaintiff’s counsel, which included a review of U.S. Securities and Exchange 4 Commission (“SEC”) filings by Lyft Inc. (“Lyft” or “the Company”), as well as regulatory filings 5 and reports, securities analysts’ reports and advisories about the Company, press releases and other 6 7 public statements issued by the Company, and media reports about the Company. Plaintiff believes 8 that substantial additional evidentiary support will exist for the allegations set forth herein after a 9 reasonable opportunity for discovery. 10 INTRODUCTION 11 2. Plaintiff, on behalf of the Class, brings claims against all Defendants for violations 12 of Section 11 of the Securities Act of 1933 (the “Securities Act”). 13 3. The issuance of Lyft common stock in connection with the initial public offering 14 15 (“IPO” or “Offering”) was registered under the Securities Act of 1933, as amended, pursuant to 16 Lyft’s registration statement on Form S-1 (File No. 333-229996) declared effective on March 28, 17 2019 (the “Registration Statement”). This case arises from untrue statements of material fact as 18 well as the omission of other facts necessary in order to make statements contained in the 19 Registration Statement not materially false or misleading. 20 4. Lyft is a ridesharing company. Beginning in 2012, Lyft sought to revolutionize 21 22 transportation by launching its peer-to-peer marketplace for on-demand ridesharing. 23 5. In November 2018, Lyft acquired Bikeshare Holdings LLC’s (“Motivate”) 24 technology and corporate functions for $251 million. In 2017, Motivate was the largest bikeshare 25 operator in North America with revenue of approximately $100 million. This acquisition enabled 26 Lyft to add bikes to its suite of services. According to its Form S-1, Lyft acquired Motivate to 27 28 COMPLAINT FOR VIOLATIONS OF FEDERAL SECURITIES LAWS 2 Case 4:19-cv-02690-HSG Document 1 Filed 05/17/19 Page 3 of 27 1 "establish a solid foothold in the bikeshare market and offer access to new transportation options 2 on the Lyft Platform." 3 4 6. On March 28, 2019, Lyft offered 32.5 million shares to the public through an IPO 5 at a price of $72.00 per share for total proceeds of $2.34 billion. 6 7. According to the Registration Statement and Prospectus filed in connection with 7 the IPO, Lyft estimated that its ridesharing marketplace "is available to over 95% of the U.S. 8 population, as well as in select cities in Canada." Lyft represented that its "U.S. ridesharing market 9 share was 39% in December 2018, up from 22% in December 2016." 10 8. Lyft's focus on its market share gain and position were key selling points to IPO 11 12 investors. 13 9. Unbeknownst to investors, however, the Registration Statement's representations 14 were materially inaccurate, misleading, and/or incomplete because they failed to disclose, among 15 other things, that: (1) Lyft's claimed ridesharing position was overstated; (2) more than 1,000 of 16 the bicycles in Lyft's rideshare program suffered from safety issues that would lead to their recall; 17 (3) Lyft’s drivers were becoming disincentivized from driving for Lyft; and (4) Lyft failed to warn 18 investors that a labor disruption could affect its operations. 19 20 10. Accordingly, the price of the Company's shares was artificially and materially 21 inflated at the time of the Offering. 22 11. As the true facts emerged in the wake of the Offering, the Company's shares fell 23 sharply from $72.00 to under $57.00 on April 15, 2019. 24 12. By this action, Plaintiff, on behalf of himself and other Class Members who also 25 acquired the Company's shares pursuant or traceable to the Offering, now seeks to obtain a 26 27 28 COMPLAINT FOR VIOLATIONS OF FEDERAL SECURITIES LAWS 3 Case 4:19-cv-02690-HSG Document 1 Filed 05/17/19 Page 4 of 27 1 recovery for the damages suffered as a result of Defendants' violations of the Securities Act, as 2 alleged herein. 3 13. The claims asserted herein are purely strict liability and negligence claims. Plaintiff 4 expressly eschews any allegation sounding in fraud. 5 6 JURISDICTION AND VENUE 7 14. The claims asserted herein arise under § 11 of the 1933 Act (15 U.S.C. §77k). 8 15. Jurisdiction is conferred by 28 U.S.C. § 1331 and § 22 of the Securities Act. 9 16. Venue is proper in this District pursuant to 28 U.S.C. §1391(b) and § 22 of the 10 Securities Act as certain of the Defendants reside, are headquartered, and/or maintain operations, 11 12 in this District. Defendants’ wrongful acts also arose in and emanated from, in part, this District, 13 including the dissemination of materially misleading statements into this District and the purchase 14 of the Company’s common stock by members of the Class (defined herein) who reside in this 15 District. 16 17. In connection with the acts, transactions, and conduct alleged in this Complaint, 17 Defendants directly and indirectly used the means and instrumentalities of interstate commerce, 18 including the United States mail, interstate telephone communications, and the facilities of a 19 20 national securities exchange. 21 A. Plaintiff 22 18. Plaintiff purchased 50 shares of the Company's common stock on March 29, 2019, 23 at a price of $72.00 per share. These shares were issued pursuant and traceable to the Registration 24 Statement and Offering, and Plaintiff was damaged thereby. 25 26 27 28 COMPLAINT FOR VIOLATIONS OF FEDERAL SECURITIES LAWS 4 Case 4:19-cv-02690-HSG Document 1 Filed 05/17/19 Page 5 of 27 1 B. Defendants 2 19. Defendant Lyft is a transportation network company based in San Francisco, 3 California. Lyft's shares are listed and trade on the NASDAQ under the ticker symbol "LYFT." 4 Lyft operates a peer-to-peer marketplace for on-demand ridesharing, including access to motor 5 vehicles, shared bikes, and shared scooters. 6 7 20. At the time of the IPO, Defendant Green, who co-founded the Company with 8 Defendant Zimmer, was serving as Chief Executive Officer and as a director on Lyft's board of 9 directors (the "Board"). Defendant Green participated in the preparation of and signed the 10 Registration Statement. 11 21. At the time of the IPO, Defendant Zimmer, who co-founded the Company with 12 Defendant Green, was serving as President and Vice Chairman of the Board. Defendant Zimmer 13 participated in the preparation of and signed the Registration Statement. 14 15 22. At the time of the IPO, Defendant Brian Roberts ("Roberts") was serving as Chief 16 Financial Officer. Defendant Roberts participated in the preparation of and signed the Registration 17 Statement. 18 23. At the time of the IPO, Defendant Prashant (Sean) Aggarwal ("Aggarwal") was 19 serving as Chairman of the Lyft Board. Defendant Aggarwal participated in the preparation of and 20 signed the Registration Statement. 21 22 24. At the time of the IPO, Defendant Ben Horowitz ("Horowitz") was a director on 23 the Lyft Board. Defendant Horowitz participated in the preparation of and signed the Registration 24 Statement. 25 26 27 28 COMPLAINT FOR VIOLATIONS OF FEDERAL SECURITIES LAWS 5 Case 4:19-cv-02690-HSG Document 1 Filed 05/17/19 Page 6 of 27 1 25. At the time of the IPO, Defendant Valerie Jarrett ("Jarrett") was a director on the 2 Lyft Board. Defendant Jarrett participated in the preparation of and signed the Registration 3 Statement. 4 26. At the time of the IPO, Defendant David Lawee ("Lawee") was a director on the 5 Lyft Board.