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Sichenzia Ross Ference LLP Wins Appeal Before the Second Circuit in a Lawsuit Brought By Investors in Connection with a Private Placement

On April 30, 2021, Sichenzia Ross Ference LLP (“SRF”), on behalf of its clients, CodeSmart Holdings, Inc. (“CodeSmart”) and Sharon Franey, won an appeal brought by certain investors in CodeSmart (together, the “Investors”) before the United States Court of Appeals for the Second Circuit, which affirmed a lower Court’s dismissal of the Investors’ lawsuit.  The Second Circuit’s decision represents a major victory for SRF and its clients after extensive motion practice in a case that has been pending since 2014.

The Investors brought direct claims against Ms. Franey, alleging, among other things, that she negligently misrepresented material facts in connection with a private placement.  The Investors, as shareholders of CodeSmart, also brought derivative claims against Ms. Franey on behalf of CodeSmart, alleging that Ms. Franey breached her fiduciary duty to CodeSmart.  The Investors sought unspecified damages, punitive damages and their attorneys’ fees arising from these claims.

After full briefing and oral argument, the Second Circuit affirmed the dismissals that SRF obtained in the United States District Court for the Southern District of New York.  At the District Court level, SRF obtained a dismissal of the operative complaint as well as a denial of leave to amend as sought by the Investors.

The SRF team was led by Litigation Partners Michael H. Ference and Sameer Rastogi, and Litigation Associate Thomas McEvoy. The appeal was argued by Mr. Rastogi.

The Second Circuit’s complete decision can be found at Capital v. CodeSmart Holdings, 2021 U.S. App. LEXIS 10201 (2d Cir. Apr. 9, 2021), and is also attached here.