September 21, 2021
Twitter has agreed to pay $809.5 million to settle a class-action lawsuit that accused the social media giant of inflating stock value and misrepresenting user data for the benefit of insiders. In an SEC filing this week, Twitter stipulated the final settlement agreement will not “constitute an admission” or finding of liability or wrongdoing. The settlement agreement still needs approval from U.S. District Court for the Northern District of California. The suit originated with a shareholder complaint filed in Q3 2016 and was later consolidated.
Twitter, former CEO Richard Costolo and former COO Anthony Noto denied wrongdoing in agreeing to the settlement, reports Reuters. The suit accused Twitter CEO Jack Dorsey, co-founder and former board member Evan Williams and Costolo of concealing material facts regarding user-growth while selling personal stock holdings “for hundreds of millions of dollars in insider profits,” according to Variety.
Internally, by early 2015 Twitter had begun using daily active users (DAUs) as the primary data point for user engagement but continued presenting to shareholders a more buoyant monthly active users growth curve. Thus, insiders were able to opportunistically sell stock at a time when DAUs showing “user engagement growth was either flat or declining” was kept from shareholders, the suit contends.
Twitter answered to the effect that any mistakes were typical of a young company that was learning as it grew, stating it was “working hard to be transparent in a rapidly changing environment,” said an attorney representing Twitter at an earlier hearing.
Twitter, in an 8-K filing with the SEC Monday stated unequivocally that the settlement will not include “finding of any fault, liability, or wrongdoing by the Company or any defendant” and reinforced that there is “no assurance” U.S. District Judge Jon Tigar will approve the deal.
Class action jury trials “are so rare that it’s news whenever they happen,” says Reuters. Citing the Securities Class Action Clearinghouse, Yahoo Finance reports that since 1996 only nine of 5,000-plus U.S. securities class action cases filed by stock investors has ended in a jury verdict rather than dismissal (slightly more than 50 percent) or settlement (most of the rest of them).
Twitter was denied summary judgment in 2020.
“The jury trial is a great equalizer, even for some of the most powerful entities on the planet,” said Robbins Geller Rudman & Dowd shareholder representative Tor Gronborg in a statement about the settlement. The class action encompasses investors who purchased Twitter stock between February 6 and July 28, 2015.