May 11, 2026
Willkie recently secured a victory for client Sameer Ralhan, the former Chief Financial Officer of The Chemours Company, in a proposed securities class action filed against Chemours and several former executives in the United States District Court for the District of Delaware.
Judge Richard G. Andrews dismissed the amended complaint in its entirety against all defendants, with leave to amend. Plaintiffs had alleged that defendants violated the federal securities laws by failing to disclose that Chemours improperly delayed payables and accelerated receivables to manipulate Chemours’ “free cash flow,” a non-GAAP metric. In granting the motions to dismiss, Judge Andrews ruled that the plaintiffs failed to properly plead the existence of any materially misleading statement or omission, because the company had already disclosed the variable timing of payments and collections and it was not material whether the variable timing was “intentional” in nature. The Court also held that because plaintiffs did not adequately plead a primary violation of the securities laws, plaintiffs failed to allege Section 20(a) control person claims against the individual defendants.
While the Court granted plaintiffs leave to amend, its finding that no material misrepresentation exists largely precludes any viable repleading, rendering consideration of the remaining issues unnecessary.
The Willkie team was led by partners Michael Schachter and Todd Cosenza and included counsel Samantha Prince and associate Kathryn Garrett.
Judge Richard G. Andrews dismissed the amended complaint in its entirety against all defendants, with leave to amend. Plaintiffs had alleged that defendants violated the federal securities laws by failing to disclose that Chemours improperly delayed payables and accelerated receivables to manipulate Chemours’ “free cash flow,” a non-GAAP metric. In granting the motions to dismiss, Judge Andrews ruled that the plaintiffs failed to properly plead the existence of any materially misleading statement or omission, because the company had already disclosed the variable timing of payments and collections and it was not material whether the variable timing was “intentional” in nature. The Court also held that because plaintiffs did not adequately plead a primary violation of the securities laws, plaintiffs failed to allege Section 20(a) control person claims against the individual defendants.
While the Court granted plaintiffs leave to amend, its finding that no material misrepresentation exists largely precludes any viable repleading, rendering consideration of the remaining issues unnecessary.
The Willkie team was led by partners Michael Schachter and Todd Cosenza and included counsel Samantha Prince and associate Kathryn Garrett.
