OPINION & ORDER Plaintiff Cavello Bay Reinsurance Limited (“Plaintiff”) brings this Action against Kenneth Shubin Stein (“Stein”), Spencer Capital Limited, and Spencer Capital Holdings Ltd. (collectively, “Spencer,” and together with Stein, “Defendants”), alleging that Defendants engaged in fraud while soliciting Plaintiff’s purchase of stock in Spencer, in violation of federal securities laws §29(b) of the Securities Exchange Act (the “Act”), 15 U.S.C. §78cc(b); §10(b) of the Act, 15 U.S.C. §78j(b); §20(a) of the Act, 15 U.S.C. §78t; and Rule 10b-5 of the Code of Federal Regulations promulgated by the Securities and Exchange Commission (“SEC”), 17 C.F.R. §240.10b-5. (See Am. Compl.
43-67 (Dkt. No. 28).) Before the Court are Stein’s and Spencer’s Motions To Dismiss the Amended Complaint (individually, the “Stein Motion” and the “Spencer Motion,” and collectively, the “Motions”) pursuant to Rules 9(b) and 12(b)(6) of the Federal Rules of Civil Procedure. (See Not. of Spencer Mot.; Not. of Stein Mot. (Dkt. Nos. 29, 32).) For the reasons stated below, both Motions are granted. I. Background A. Factual History The following facts are taken from the Amended Complaint and assumed as true for the purposes of deciding the instant Motions. 1. Relevant Parties and Entities Plaintiff is a company organized under the laws of Bermuda with its principal place of business in Bermuda. (Am. Compl. 5.) Plaintiff is a subsidiary of Enstar Group Limited (“Enstar”), a global insurance group with its principal offices in Bermuda. (Id.) Enstar “acts for and on behalf of all entities” owned by it, which includes Plaintiff. (Id.) Defendant Spencer Capital Limited is a company organized under Bermudan law and alleged to have its principal place of business in New York. (Id. 6.) It is alleged to be a private holding company that owns primarily insurance-related assets. (Id. 11.) According to Plaintiff, Defendant Spencer Capital Limited holds and administers an investment portfolio, which constitutes a “substantial portion” of its assets and contributes “significantly” to the overall revenue earned by the entity. (Id.) Spencer Capital Management LLC (“Spencer Management”) is alleged to be the entity that actually managed the investment accounts owned by Defendant Spencer Capital Limited, pursuant to an Investment Management Agreement (the “IMA”). (Id.
