Li Hong Cheng, Et Al. V. Canada Goose Holdings Inc., Et Al. 19-CV
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Case 1:19-cv-08204-VSB Document 1 Filed 09/03/19 Page 1 of 29 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK LI HONG CHENG, Individually and On Case No. Behalf of All Others Similarly Situated, Plaintiff, CLASS ACTION COMPLAINT v. JURY TRIAL DEMANDED CANADA GOOSE HOLDINGS INC., DANI REISS, JONATHAN SINCLAIR, and JOHN BLACK, Defendants. Plaintiff Li Hong Cheng (“Plaintiff”), individually and on behalf of all other persons 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 Securities and Exchange Commission (“SEC”) filings, wire and press releases published by and regarding Canada Goose Holdings Inc. (“Canada Goose” or the “Company”), analysts’ reports and advisories about the Company, and information readily obtainable on the Internet. Plaintiff believes that substantial evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery. 1 Case 1:19-cv-08204-VSB Document 1 Filed 09/03/19 Page 2 of 29 NATURE OF THE ACTION 1. This is a federal securities class action on behalf of a class consisting of all persons other than Defendants who purchased or otherwise acquired Canada Goose securities between March 16, 2017 and August 1, 2019, 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. Canada Goose was founded in 1957 and is headquartered in Toronto, Canada. The Company designs, manufactures, and sells premium outdoor apparel for men, women, youth, children, and babies. The Company began trading on the New York Stock Exchange (“NYSE”) on March 16, 2017, following its initial public offering (the “IPO”). 3. Canada Goose operates in two segments—Wholesale and Direct to Consumer. The Company offers parkas, jackets, shells, vests, knitwear, footwear, and accessories for fall, winter, and spring seasons. Canada Goose uses, among other materials, animal down and furs for its winter jackets and other apparel. 4. Throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operational and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Canada Goose sourced the down and fur used in its clothing products in a way that treated animals in an unethical and inhumane manner; (ii) Canada Goose was thus non-compliant with relevant FTC regulations pertaining to false advertising with respect to its sourcing practices; (iii) accordingly, Canada Goose was the subject of an ongoing FTC investigation regarding false advertising; and 2 Case 1:19-cv-08204-VSB Document 1 Filed 09/03/19 Page 3 of 29 (iv) as a result, the Company’s public statements were materially false and misleading at all relevant times. 5. On November 2, 2017, the non-profit organization People for the Ethical Treatment of Animals (“PETA”) issued a press release alleging that Canada Goose suppliers used unethical measures to obtain the down and fur used in creating the Company’s clothing merchandise (the “PETA Press Release”). The PETA Press Release also stated that PETA had issued a complaint to the FTC regarding these practices because the Company represented in communications and promotional materials that its clothing was produced with down and fur from sources that treated the animals used in sourcing those materials ethically and humanely. 6. On this news, Canada Goose’s stock price fell $0.70 per share, or roughly 3.27%, to close at $20.72 per share on November 2, 2017. 7. Nevertheless, even after the PETA Press Release, Canada Goose continued to represent that the down and fur used in producing its clothing products were collected using humane and ethical practices. 8. Then, on June 17, 2019, the United States Federal Trade Commission (“FTC”) issued a closing letter to Canada Goose’s legal counsel. The FTC Closing Letter stated that the FTC had investigated Canada Goose’s advertising practices for possible violations of the Federal Trade Commission Act (“FTC Act”), citing “concern[s] that Canada Goose may have made false or misleading representations about the treatment of geese whose down is used in Canada Goose’s apparel.” The FTC further stated that it had not recommended enforcement action against Canada Goose because the Company had “remov[ed] the advertising claims at issue from the marketplace and clarify[ied] its business practices in marketing materials.” However, the FTC expressly stated that “[t]his action is not to be construed as a determination that a violation 3 Case 1:19-cv-08204-VSB Document 1 Filed 09/03/19 Page 4 of 29 of law did not occur” and “reserve[d] the right to take further action as the public interest may warrant.” (Emphasis added.) 9. On this news, Canada Goose’s stock price fell $0.50 per share, or 1.36%, to close at $36.17 per share on June 17, 2019. 10. According to an article published on July 12, 2019 by Truth In Advertising (“TINA”)—a well-known watchdog for deceptive marketing practices—Canada Goose continued to deny that it had changed the substance of its prior statements, telling TINA: “We continuously update language in our marketing materials and in our communications, and in this instance the substance of our prior statements has remained the same.” At least in part as a result of Canada Goose’s refusal to admit it had changed the substance of its prior marketing materials and communications, the Company’s securities continued to trade at artificially inflated prices throughout the Class Period. 11. Finally, on August 1, 2019, the New York Post published an article entitled “Canada Goose pulls claims about its ‘ethical’ treatment of animals” (the “New York Post Article”). According to the New York Post Article, Canada Goose had abandoned its claims of ethical treatment of animals used in making its winter jackets and clothing in response to the FTC’s regulatory review. The New York Post Article also reported that Canada Goose had removed from its website previous claims that the Company sourced coyote fur from animals in overpopulated areas, as well as videos purporting to show where Canada Goose obtained down for its parkas. The New York Post article also reported PETA’s assertion that its complaint to the FTC in 2017 had precipitated the FTC’s investigation into Canada Goose for potential violations of the FTC Act. 4 Case 1:19-cv-08204-VSB Document 1 Filed 09/03/19 Page 5 of 29 12. On this news, Canada Goose’s stock price fell $2.21 per share, or over 4.7%, to close at $44.58 per share on August 1, 2019. 13. 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 14. 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). 15. 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. 16. 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). Canada Goose securities trade on the NYSE located within this Judicial District. 17. 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 18. Plaintiff, as set forth in the attached Certification, acquired Canada Goose securities at artificially inflated prices during the Class Period and was damaged upon the revelation of the alleged corrective disclosures. 5 Case 1:19-cv-08204-VSB Document 1 Filed 09/03/19 Page 6 of 29 19. Canada Goose is incorporated under the laws of British Columbia with its principal executive offices located at 250 Bowie Ave, Toronto, Ontario, Canada M6E 4Y2. Canada Goose securities trade in an efficient market on the NYSE under the ticker symbol “GOOS.” 20. Defendant Dani Reiss (“Reiss”) has served as Canada Goose’s President and Chief Executive Officer at all relevant times. 21. Defendant Jonathan Sinclair (“Sinclair”) has served as Canada Goose’s Chief Financial Officer (“CFO”) since June 2018. 22. Defendant John Black (“Black”) served as Canada Goose’s CFO since before the start of the Class Period until June 2018. 23. Defendants Reiss, Sinclair, and Black are sometimes referred to herein collectively as the “Individual Defendants.” 24. The Individual Defendants possessed the power and authority to control the contents of Canada Goose’s SEC filings, press releases, and other market communications. The Individual Defendants were provided with copies of Canada Goose’s 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.