April 17, 2023

Willkie represented the underwriting syndicate of Farfetch Ltd.’s 2018 IPO, led by Goldman Sachs & Co. LLC and J.P. Morgan, in securing a unanimous Second Circuit affirmance of the dismissal of a shareholder class action filed in the wake of a decline of almost 45% in Farfetch’s stock price and a market cap drop of nearly $2 billion. 
The plaintiffs alleged that Farfetch’s registration statement filed contained misleading statements or omissions concerning: (i) Farfetch’s third party marketplace platform model (in contrast to holding and selling its own inventory); (ii) Farfetch’s growth strategy and planned use of the IPO proceeds, including whether it would pursue acquisitions; and (iii) Farfetch’s use of promotions and discounts to drive traffic.  The complaint also relied on statements made by a number of purported confidential witnesses from inside the company.  Plaintiffs asserted claims under Sections 11 and 12(a)(2) of the Securities Act of 1933 against the underwriters, as well as claims under Section 10(b) and 20(a) of the Securities and Exchange Act of 1934 against Farfetch and certain officers and directors.  
On September 29, 2021, the U.S. District Court for the Southern District of New York granted a motion to dismiss as to all claims brought against the underwriters, as well as all claims against Farfetch and the officers.  Among other things, the court held that although some of the alleged misstatements could be misleading “in isolation,” they weren’t misleading when viewed in context, and “the question is whether a ‘reasonable investor’ reading the offering documents would have been misled.”  On April 11, 2023, the Second Circuit found that the complaint had been rightly dismissed, and affirmed the District Court’s reasoning.  
The syndicate was represented by New York-based Willkie partners Todd Cosenza and Vanessa Richardson, and associate Anna Occhipinti.
The Willkie team received a “Shout Out” from The AmLaw Litigation Daily on April 14, 2023 for this case.