OPINION AND ORDER Plaintiff Carlos Domenech Zornoza alleges that he was terminated because he disclosed what he believed were material misrepresentations about the liquidity of non-party SunEdison, Inc. (“SunEdison,” or the “Company”). He brings a claim of whistleblower retaliation under the Sarbanes-Oxley Act of 2002, 18 U.S.C. §1514A, and claims for breach of the implied covenant of good faith and fair dealing against defendants Terraform Global, Inc. (“Global”) and Terraform Power, Inc. (“TERP”). Defendants Ahmad Chatila and Brian Wuebbels move to dismiss the retaliation claim against them for lack of personal jurisdiction under Rule 12(b)(2). They urge that the Complaint does not make out a prima facie case that the claim arises out of their activities in Maryland, where this case was originally filed prior to transfer by the Judicial Panel on Multidistrict Litigation. Defendants TERP, Global, Wuebbels, Peter Blackmore and Emmanuel Hernandez separately move to dismiss the Complaint for failure to state a claim pursuant to Rule 12(b)(6), Fed. R. Civ. P. Blackmore and Hernandez argue that the text of section 1514A lists specific categories of persons who may be liable on a claim of whistleblower retaliation, and that because corporate directors are omitted from the list, Domenech fails to plausibly allege a claim against them. Wuebbels likewise urges that he cannot be liable in his capacity as a director, and also argues that any claim against him in his capacity as a SunEdison officer should be dismissed because he was a “peer” of Domenech. Separately, TERP and Global contend that due to certain contractual language, the Complaint does not plausibly allege causation and damages against them for the retaliation claim. They also urge that because the express terms of certain stock agreements govern Domenech’s compensation in the event of termination, he has failed to plausibly allege claims for the breach of the implied covenant of good faith and fair dealing. For the reasons that will be explained, the Rule 12(b)(2) motion will be denied. The Rule 12(b)(6) motion is granted as to the Sarbanes-Oxley claims against Hernandez and Blackmore and the claims asserting breaches of the covenant of good faith and fair dealing against TERP and Global. The remainder of the Rule 12(b)(6) motion is denied. BACKGROUND. A. SunEdison’s Formation of TERP and Global, and Domenech’s Position at the Two “Yieldcos.” Around 2013, non-party SunEdison transitioned from the manufacture of semiconductors toward a business model centered on developing renewable-energy projects. (Compl’t
31-32.) It relied on short-term financing to develop renewable energy-power plants. (Compl’t 32.) As part of this model, SunEdison sponsored “yieldcos” that purchased SunEdison’s finished energy plants and then operated the plants to produce cash dividends to yieldco investors. (Compl’t 33.) Global and TERP were both formed by SunEdison to operate as yieldcos. (Compl’t
