MEMORANDUM & ORDER Plaintiff Securities and Exchange Commission (the “SEC) instituted this action against Defendants, alleging primary and derivative violations of §§10, 15, and 17 of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. (See generally Compl. (Dkt. 1).) The SEC alleges that Defendants made false representations to induce third-parties to invest in Pristec America, Inc. (“PAI),1 a partial subsidiary of Austrian corporation Pristec AG (“PAG), and misappropriated invested funds for their own benefit. (Id.) Laura and Sichenzio (the “Moving Defendants) move to dismiss the complaint under Federal Rule of Civil Procedure 12(b)(6)- (7), arguing that: (1) PAG and its CEO are necessary parties within the meaning of Rule 19 and the SEC’s failure to join them mandates dismissal, (2) many of the allegations in the complaint relate to conduct that occurred outside of the governing limitations period and should be struck, and (3) the complaint fails to satisfy Rule 9(b)’s heightened pleading requirements. (Defs. Mem. in Supp. of Mot. to Dismiss (“Mem.) (Dkt. 37-1); SEC Opp. to Mot. to Dismiss (“Opp.) (Dkt. 37-8); Defs. Reply in Further Supp. of Mot. to Dismiss (“Reply) (Dkt. 37-10).) For the reasons that follow, the motion is DENIED. I. BACKGROUND A. Statement of Facts The following factual summary is drawn from the facts alleged in the complaint, which the court generally accepts as true for the purpose of adjudicating the Moving Defendants’ motion to dismiss. See, e.g., N.Y. Pet Welfare Ass’n v. City of New York, 850 F.3d 79, 86 (2d Cir. 2017).2 Further, for the reasons discussed in Section III, infra, this summary largely excludes allegations of misconduct that occurred prior to June 2013. PAI is the umbrella name for two U.S. corporations, PAI-NV and PAI-NJ, that were, at all times relevant to the complaint, owned in equal share by PAG and Innovative Crude Technologies (“ICT), a U.S. corporation owned in equal share by Laura and Sichenzio that has no employees or independent operations. (Compl.
17-18.)3 In 2010, ICT purchased a minority stake in PAG. (Id.) PAG itself was established in 2006 to develop and commercialize new technology to be used in connection with the refining of crude oil. (Id. 16.) One such technology is to facilitate “cold cracking, a process for refining heavy crude oil using pressure waves. (Id.; see also Mem. at 8-9.) Laura established PAINJ and PAI-NV in September 2011 and September 2013 respectively for the purpose of commercializing PAG’s technology in the U.S., Canada, Mexico, and Colombia. (Compl. 18.) At all relevant times, and at least until April 2017, Laura controlled PAI, holding multiple corporate titles, including CEO, President, Treasurer, and Board Chair. (Id.
