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Fries v. Northern Oil and Gas Inc.

Securities Fraud Suit Fails to State Claim; Material Misrepresentation, Scienter Not Shown

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Jeffrey Fries, Individually and On Behalf of All Others Similarly Situated, Plaintiffv.Northern Oil and Gas, Inc., Michael L. Reger, and Thomas W. Stoelk, Defendants

OPINION AND ORDER This case is a putative class action on behalf of everyone who purchased or acquired securities in Northern Oil and Gas, Inc. between March 1, 2013 and August 15, 2016, claiming that defendants Northern Oil, Michael L. Reger, and Thomas Stoelk (collectively, “Defendants”) violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by making false and misleading statements in their public filings and disclosures. The lead plaintiff in this case is Matthew Atkinson, an individual who bought shares in Northern Oil during the class period. Doc. 20 at 7. Before the Court are Defendants’ motions to dismiss Atkinson’s Second Amended Complaint (“SAC”) for failure to state a claim. For the reasons that follow, the motions are GRANTED.I. BACKGROUNDThe Court assumes the reader’s familiarity with the key factual allegations supporting Plaintiff’s claims; these allegations are set out in detail in Fries v. N. Oil & Gas, Inc., 285 F. Supp. 3d 706 (S.D.N.Y. 2018). In that opinion, the Court dismissed Plaintiff’s case in its entirety for failure to state a claim with leave to amend. Id. at 723. The Court found that Plaintiff failed to adequately allege that Defendants made a misleading statement or omission, or that they did so with scienter. See id. at 719-20, 721-22.Plaintiff filed the SAC on January 26, 2018. Doc. 51. The SAC contains some new facts. First, in its first and second quarterly reports of 2016, Northern Oil disclosed that it had spent half a million dollars on legal costs related to the SEC’s investigation of Dakota Plains, but stated that it was not an SEC target itself. SAC

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