OPINION AND ORDER Lead Plaintiffs Carlos Llantada, Richard Storm, Jr., and Stationary Engineers Local 39 Pension Fund have sued Cemex, S.A.B. de C.V. (“Cemex” or the “Company”), two of Cemex’s officers, and Cemex Latam Holdings, S.A. (“CLH”) for violations of Sections 10(b), 20(a), and 20(b) of the Securities Exchange Act of 1934, 15 U.S.C. §§78j(b), 78t(a) and Rule 10b-5 promulgated thereunder. See Second Am. Compl. (“SAC”), Dkt. 60. Defendant Cemex and the two individual Cemex officers (collectively, the “Cemex Defendants”) move to dismiss the SAC for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6). Dkt. 63. Defendant CLH moves to dismiss the SAC for failure to state a claim and lack of personal jurisdiction pursuant to Federal Rules of Civil Procedure 12(b)(6) and 12(b)(2). Dkt. 69. For the following reasons, Defendants’ motions to dismiss are GRANTED. BACKGROUND Because the underlying facts of this case have not changed since the Court’s ruling on Defendants’ motion to dismiss the First Amended Complaint (“FAC”), the Court refers the reader to that Opinion for a full discussion of the facts. See Schiro v. Cemex, S.A.B. de C.V., 396 F. Supp. 3d 283, 292-94 (S.D.N.Y. 2019) (“Cemex I”). On July 12, 2019, the Court granted Defendant Cemex’s motion to dismiss with leave to amend. Plaintiffs filed a SAC on August 1, 2019. Dkt. 60. The SAC added CLH as a defendant for the first time.1 On September 5, 2019 both Cemex and CLH moved to dismiss the SAC. Dkts. 63, 69. DISCUSSION I. Legal Framework To survive a motion to dismiss under Rule 12(b)(6), “a complaint must allege sufficient facts, taken as true, to state a plausible claim for relief.” Johnson v. Priceline.com, Inc., 711 F.3d 271, 275 (2d Cir. 2013) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555-56 (2007)). “Although for the purposes of a motion to dismiss [the Court] must take all of the factual allegations in the complaint as true, [the Court] ‘[is] not bound to accept as true a legal conclusion couched as a factual allegation.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 550 U.S. at 555). The complaint need not “contain detailed or elaborate factual allegations, but only allegations sufficient to raise an entitlement to relief above the speculative level.” Keiler v. Harlequin Enters., 751 F.3d 64, 70 (2d Cir. 2014). II. The Cemex Defendants’ Motion to Dismiss is Granted Section 10(b) of the Securities Exchange Act makes it unlawful to “use or employ, in connection with the purchase or sale of any security…any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe.” 15 U.S.C. §78j(b). The SEC’s implementing rule, Rule 10b-5, makes it unlawful to “make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.” 17 C.F.R. §240.10b-5. To state a claim under these provisions, a plaintiff must plausibly plead six elements: “(1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or sale of a security; (4) reliance upon the misrepresentation or omission; (5) economic loss; and (6) loss causation.” Pac. Inv. Mgmt. Co. v. Mayer Brown LLP, 603 F.3d 144, 151 (2d Cir. 2010) (quoting Stoneridge Inv. Partners v. Scientific-Atlanta, Inc., 552 U.S. 148, 157 (2008)). Because claims under Section 10(b) and Rule 10b-5 sound in fraud, a heightened pleading standard applies. Pursuant to Federal Rule of Civil Procedure 9(b) and the Private Securities Litigation Reform Act (“PSLRA”), the complaint must “(1) specify the statements that the plaintiff contends were fraudulent, (2) identify the speaker, (3) state where and when the statements were made, and (4) explain why the statements were fraudulent.” ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 99 (2d Cir. 2007) (citing Novak v. Kasaks, 216 F.3d 300, 306 (2d Cir. 2000)); see also 15 U.S.C. §78u-4(b)(1)(B). When a complaint “claims that statements were rendered false or misleading through the non-disclosure of illegal activity, the facts of the underlying illegal acts must also be pleaded with particularity, in accordance with the heightened pleading requirement of Rule 9(b) and the PSLRA.” Gamm v. Sanderson Farms Inc., 944 F.3d 455, 465 (2d Cir. 2019). If the complaint “fails to allege facts which would establish such an illegal scheme, then the securities law claims premised on the nondisclosure of the alleged scheme are fatally flawed.” In re Axis Capital Holdings Ltd., Sec. Litig., 456 F. Supp. 2d 576, 585 (S.D.N.Y. 2006). In order adequately to allege an underlying illegal act, such as bribery, Plaintiffs must plead the “who, what, when, where, and how” of the alleged improper transaction. See Menaldi v. Och-Ziff Capital Mgmt. Grp. LLC, 164 F. Supp. 3d 568, 578-79, 582 (S.D.N.Y. 2016) (dismissing claim premised on foreign bribery where complaint failed to plead “how, when, and whether” defendant offered anything of value to government officials). Here, Plaintiffs argue that Cemex’s failure to disclose the alleged bribery scheme when disclosing information about the Colombian litigation relating to the Maceo plant was an actionable omission. Pl. Mem. of Law, Dkt. 76 at 13-16. Because Cemex’s statements were materially misleading only if bribes were actually paid, Plaintiffs must plead sufficient facts describing the essential elements of the alleged bribery. See Gamm, 944 F.3d at 464. The SAC, however, relies primarily on mischaracterizations of Cemex’s own disclosures to plead the existence of an underlying bribery scheme; Plaintiffs claim that Cemex’s “admissions” establish that bribes were paid. See Pl. Mem. of Law, Dkt. 76 at 16; SAC
54-59. Specifically, the SAC alleges that in September 2016 the Company “announc[ed] that an internal probe had uncovered that two senior executives had improperly paid $20 million in bribes,” and that the “Company explained that the bribery payments had been deposited in the bank accounts of the legal representative” of CI Calizas. See SAC
