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Mintz Obtains Second Circuit Win on Behalf of Airport Spa Retailer

Industry: Retailers

Key Facts

  • Appellants alleged that XpresSpa Holdings, LLC and its then Board of Directors made numerous misstatements and omissions relating to the 2016 merger between our client, then known as Form Holdings Corp., and XpresSpa Holdings, LLC
  • Just four days after argument, the Second Circuit upheld the District Court’s order granting summary judgment in favor of our client and dismissing Section 10(b) claims
  • The decision ended two and a half years of litigation, during which our team represented XpresSpa Group, Inc. in multiple matters

The Situation

Since 2017, our client, XpresSpa Group, Inc. has been engaged in litigation with the founders of XpresSpa Holdings, LLC, Moreton and Marisol Binn, who allege various federal securities violations and breach of contract claims, including Section 10(b) and Section 12 (a)(2) claims surrounding the 2016 merger of our client, then known as Form Holdings Corp., and XpresSpa Holdings, LLC.

In District Court, the Mintz team successfully argued in summary judgment papers that the plaintiffs failed to plead an actionable misstatement or omission, failed to plead loss causation, and failed to plead reliance, and that the Section 12(a)(2) claim of Securities Act of 1933 was otherwise improper given the private nature of the merger. The court granted our motion for summary judgement in its entirety and the plaintiffs appealed to the Second Circuit Court.

The Approach

The Mintz team mounted a multifaceted and nuanced defense of our client to (1) achieve dismissal of the underlying litigation and (2) defeat the Binns’ appeal. The Second Circuit clearly had read and agreed with arguments asserted by Mintz and used them as a guide to pepper our adversary with questions. Seamless collaboration, legal skill, and procedural knowledge led to a fantastic outcome for our client.

The Outcome

Just four days after hearing argument, which had to be conducted remotely due to the COVID-19 pandemic, the Second Circuit upheld the District Court’s order granting summary judgment dismissing Section 10(b) claims in full, putting to rest two and a half years of litigation centered on meritless securities claims.

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