Shareholders Sufficiently Allege Misleading Proxy Materials

In NECA-IBEW Pension Trust Fund v. Precision Castparts Corp., on October 3, 2017, an Oregon magistrate judge found that former shareholders had adequately alleged that Precision Castparts Corp. (“PCC”) had disseminated false and misleading proxy statements. PCC announced an acquisition by Berkshire Hathaway on August 10, 2015; in October, PCC filed a proxy recommending the acquisition, and the acquisition was approved in January 2016. However, the magistrate judge found that the proxy statement contained inaccurate forecasts that contemplated no acquisitions for five years, which was in direct contrast to PCC’s longstanding aggressive M&A strategy.