Margaret E. Mazzeo

Current Cases

• Celgene Corp, Inc.

  This securities fraud case involves Celgene’s misrepresentations and omissions about two billion dollar drugs, Otezla and Ozanimod, that Celgene touted as products that would make up for the anticipated revenue drop following the patent expiration of Celgene’s most profitable drug, Revlimid.

  Celgene launched Otezla, a drug treating psoriasis and psoriatic arthritis, in 2014. Celgene primed the market that Otezla sales were poised to sky-rocket, representing that Otezla net product sales would reach $1.5 billion to $2 billion by 2017. Throughout 2015 and 2016, Defendants represented that Celgene was on-track to meet the 2017 sales projection. As early as mid-2016, however, Defendants received explicit internal warnings that the 2017 projection was unattainable, but continued to reaffirm the 2017 target to investors. By October 2017, however, Celgene announced that the Company had slashed the 2017 guidance by more than $250 million and lowered the 2020 Inflammatory & Immunology (“I&I”) guidance by over $1 billion. Celgene’s stock price plummeted on the news.

  Ozanimod, a drug treating multiple sclerosis, is another product in Celgene’s I&I pipeline, and was initially developed by a different company, Receptos. In July 2015, Celgene purchased Receptos for $7.2 billion and projected annual Ozanimod sales of up to $6 billion despite the fact that Ozanimod was not yet approved by the U.S. Food and Drug Administration (“FDA”).

  Celgene told investors that it would file a New Drug Application (“NDA”) for Ozanimod with the FDA in 2017. Unbeknownst to investors, however, Celgene discovered a metabolite named CC112273 (the “Metabolite”) through Phase I testing that Celgene started in October 2016, which triggered the need for extensive testing that was required before the FDA would approve the drug. Despite the need for this additional Metabolite testing that would extend beyond 2017, Defendants continued to represent that Celgene was on track to submit the NDA before the end of 2017 and concealed all information about the Metabolite.  In December 2017, without obtaining the required Metabolite study results, Celgene submitted the Ozanimod NDA to the FDA. Two months later, the FDA rejected the NDA by issuing a rare “refuse to file,” indicating that the FDA “identifie[d] clear and obvious deficiencies” in the NDA.  When the relevant truth was revealed concerning Ozanimod, Celgene’s stock price fell precipitously, damaging investors.   

  On February 27, 2019, AMF filed a 207-page Second Amended Consolidated Class Action Complaint against Celgene and its executives under Section 10(b) of the Securities Exchange Act. On December 19, 2019, U.S. District Judge John Michael Vasquez issued a 49-page opinion sustaining AMF’s claims as to (1) Celgene’s and Curran’s misstatements regarding Otezla being on track to meet Celgene’s 2017 sales projections, and (2) Celgene’s, Martin’s, and Smith’s misstatements about the state of Ozanimod’s testing and prospects for regulatory approval.

  On November 29, 2020, Judge Vasquez certified a class of “All persons and entities who purchased the common stock of Celgene Corp. between April 27, 2017 through and April 27, 2018, and were damaged thereby” and appointed Kessler Topaz Meltzer & Check as Class Counsel.

  On July 9, 2021, Plaintiff moved to amend the Second Amended Complaint and file the Third Amended Complaint, which alleged a new statement regarding Otezla, and added new allegations based on evidence obtained in discovery regarding Ozanimod. On February 24, 2022, Magistrate Judge James B. Clark granted the motion to amend, which Defendants appealed. 

  Fact and expert discovery is completed. On September 8, 2023, Judge Vazquez issued an order denying in large part Defendants’ motion for summary judgment, sending the case to trial.  Specifically, following oral argument, Judge Vazquez found that genuine disputes of material fact exist with regard to the Otezla statements, denying Defendants’ motion in its entirety with respect to these statements. The Court also found genuine disputes of material fact with regard to Defendant Philippe Martin’s October 28, 2017 statement related to the Ozanimod NDA, and denied Defendants’ motion with respect claims based on this statement. On October 27, 2023, Defendants moved for summary judgment on one remaining issue - Defendant Celgene Corporation’s scienter for corporate statements related to Ozanimod. Plaintiff opposed this motion on November 17, 2023. In October 2024, the Court denied Defendants’ motion. We are now preparing for trial.

  Read Second Amended Consolidated Class Action Complaint Here

  Read Opinion Granting and Denying in Part Motion to Dismiss Here

  Read Opinion Granting Class Certification Here

  Click Here to Read the Class Notice

• Coinbase Global, Inc.

  This securities fraud class action arises out of Defendants’ representations and omissions made in connection with Coinbase going public in April 2021 (the “Direct Listing”). The Direct Listing generated tremendous excitement because Coinbase was the first cryptocurrency exchange to become publicly-traded in the United States. As alleged, Coinbase’s financial success hinged almost entirely on its ability to increase and maintain its customers base, particularly its retail users, which in turn drove transaction fee revenue.  Transaction fee revenue accounted for nearly all of the Company’s revenues.

  Unbeknownst to investors, however, during the run up to the Direct Listing and all relevant times thereafter, Defendants failed to disclose at all relevant times numerous material facts and risks to investors, all of which imperiled Coinbase’s financial success.  First, Defendants failed to disclose the material risks arising from Coinbase’s inability to safeguard custodial assets in the event of bankruptcy.  That is, that in the event Coinbase went bankrupt, Coinbase customers could lose some or all of their assets stored with the Company. Indeed, Coinbase would later admit on May 10, 2022, that the Company’s inability to protect its customers’ crypto assets from loss in the event of bankruptcy made it likely that customers would find the Company’s custodial services more risky and less attractive, which could result in a discontinuation or reduction in use of the Coinbase platform.

  As Plaintiff also alleges, Defendants made repeated representations throughout the Class Period that Coinbase did not engage in proprietary trading. Then on September 22, 2022, the Wall Street Journal reported that Coinbase had formed a unit specifically to engage in proprietary trading and, despite its public statements, had invested $100 million in proprietary trades. As alleged, after both the May 10 and September 22, 2022 revelations, Coinbase’s stock price dropped in response, causing significant losses and damages to Coinbase’s investors.

  On July 20, 2023, after the Company received a Wells Notice for potential violations of the federal securities laws, and the SEC subsequently filed a complaint alleging such violations, Plaintiffs filed a second amended complaint on behalf of a putative class of investors alleging that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Sections 11, 12 and 15 of the Securities Act. On September 21, 2023, Defendants filed a motion to dismiss the second amended complaint. On September 5, 2024, the Court denied Coinbase’s motion to dismiss in a 49-page opinion. The case is now in fact discovery. 

  Read Amended Consolidated Class Action Complaint Here

  Read Opinion Here

• FMC Corporation

  This securities fraud class action arises out of defendants’ representations and omissions made regarding the demand for FMC’s suite of crop protection products during the COVID-19 pandemic and afterwards. As the realities of supply chain disruptions gripped the world, FMC’s distribution partners sought to purchase as much product as possible. Beginning in 2020 and stretching into 2022, FMC welcomed this boom in sales across all of its products, including its flagship diamide insecticides.

  While this dynamic of extensive overbuying was well known within the Company, investors were kept in the dark as to this practice, which did not represent a new baseline of demand, but would predictably tail off and then cannibalize FMC’s future sales. At the same time, FMC’s diamide insecticides were facing increasing competition from generics being sold at a fraction of the price. In spite of the knowledge that inflated sales trends in 2020 and 2021 were unsustainable, FMC sought to convince the public that the high sales numbers were a new normal with no signs of slowing down, and that generic competition was only a worry in the distant future.

  Plaintiffs allege defendants made repeated representations throughout the Class Period that demand for the Company’s products was robust, and that growth from recent years would continue. However, by 2022, demand for FMC’s products was declining precipitously, as distributors, retailers and end-users held overstuffed inventories and dramatically slowed their buying. This continued into 2023, despite FMC’s extraordinary efforts to jumpstart sales, including through costly incentives and credit arrangements. Then on May 2, 2023, FMC announced to the public that it was lowering its growth expectations for the coming quarter, but still assured investors that there were no further issues to report. On July 10, 2023, FMC again revised down its revenue and EBITDA outlooks for the year, still without disclosing the realities of its demand environment. Then on September 7, 2023, Blue Orca Capital published a report detailing its claim that FMC had “concealed from investors” the deterioration of its core business, creating an “inescapable cycle” of falling revenues, plummeting cash flows and declining profits. The story was not fully unraveled until late October 2023, when FMC admitted to investors that it expected the destocking of client warehouses to extend into 2024, and that its cratering sales numbers and cash flow had driven the Company to renegotiate its credit agreements and begin a full restructuring of its Brazilian operations, the Company’s single largest sales region for the past five years.

  On July 17, 2024, plaintiffs filed a 186-page complaint on behalf of a putative class of investors who purchased FMC common stock between February 9, 2022 and October 30, 2023, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. On September 17, 2024, the defendants filed a motion to dismiss the complaint. Briefing on the defendants’ motion is now complete and pending before the court. 

• Paysafe Limited

  This securities fraud class action arises out of Defendants’ dissemination of materially false or misleading statements regarding the effect of new online gambling regulations in Germany on Paysafe’s revenues during the lead up to Paysafe’s De-SPAC merger agreement with SPAC Foley Trasimene Acquisition Corp. II (“FTAC”), and beyond.

  On May 16, 2024, Lead Plaintiffs filed a 72-page complaint (“Complaint”) on behalf of a putative class of investors who purchased Paysafe and/or FTAC common stock between December 7, 2020 and November 11, 2021 (the “Class Period”), alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

  Paysafe is a Bermuda-based company that operates a payment processing network for both individuals and businesses. Unlike some of their main competitors, Paysafe’s payment processing network is also available for use with online gambling. One of the world’s largest online payment processors, Paysafe boasts “1,000 operators” in regions outside of the U.S. and Canada, including the Company’s largest European market, Germany. Paysafe’s revenues in the region were particularly fueled by “high roller” users spending large, per month amounts on online gambling services.

  In March 2020, German lawmakers had finalized updates to the country’s online gambling laws that would take force in July 2021. Of crucial importance to Paysafe, German legislators limited gamblers’ spending to €1,000 per month across all gambling websites.

  On December 7, 2020, Paysafe and FTAC announced a merger agreement that would allow Paysafe to go public without undertaking a formal IPO process.  Rather than alert prospective investors to the fact the €1,000 per month limit would hurt the Company’s revenues in its all-important German market, the Defendants proclaimed the forthcoming regulations as a positive development, that showed that Germany was not seeking an outright prohibition on online gambling practices. Based on the Defendants’ misleading statements and omissions about Paysafe’s expected revenue as a result of Germany’s new regulations, FTAC’s shareholders voted in favor of the merger on March 25, 2021.  The Defendants continued to disseminate false and misleading statements about Paysafe’s revenues in the months after the merger was closed on March 30, 2021.

  As alleged in the Complaint, as a result of the new German regulations, on August 16, 2021, Paysafe reported to investors that it was lowering its revenue guidance for the third quarter, which began on July 1, 2021—the same day the new German regulations took effect. The new guidance lowered expected revenue for the third quarter between $14 and $29 million below market consensus. Still, the Defendants claimed this was due to “softness” in the European market, rather than the effect of the new German regulations. It was not until the Company announced the results for the third quarter on November 11, 2021 that the Defendants admitted to investors what it knew all along, which was that the new gambling regulations were going to have a materially negative impact on the Company’s revenues. In a twitter post that day, Defendant Dawood admitted that Paysafe had in fact been anticipating the negative effect that the amended German regulations would have on the Paysafe. In spite of this knowledge, throughout the Class Period, Defendants continued to make and disseminate false and misleading statements, downplaying and ignoring the effects of the new regulations, to ensure that the merger of the two companies was consummated and the stock of the Company remained inflated thereafter. Through the Complaint, Lead Plaintiffs seek to recover damages suffered by investors in FTAC and Paysafe during the Class Period.

  Defendants are scheduled to respond to the Complaint on or before July 15, 2024.

Landmark Results

• Allergan Generic Drug Pricing

  Kessler Topaz represented Lead Plaintiff Sjunde-AP Fonden, one of Sweden’s largest pension funds, in this long-running securities fraud class action before The Honorable Katharine S. Hayden of the United States District Court for the District of New Jersey. The $130 million recovery is the first settlement of a federal securities case arising out of the industrywide generic drug price-fixing scandal which first came to light when Congress launched an investigation into the historic increases in generic drug prices. The price-fixing conspiracy, led by Allergan and several other drug makers, is believed to be the largest domestic pharmaceutical cartel in U.S. history. Shareholders alleged that notwithstanding Allergan’s prominent role in this illicit scheme, the company repeatedly misrepresented to investors that it was not engaged in anticompetitive conduct—even as Allergan became ensnared in an investigation by the U.S. Department of Justice and 46 state attorneys general.

  For four years, a team of Kessler Topaz litigators prosecuted these claims from the initial investigation and drafting of the complaint through full fact discovery and class certification proceedings. On August 6, 2019, Judge Hayden issued a 31-page opinion denying defendants’ motions to dismiss the complaint, sustaining investors’ claims in full, and firmly establishing a shareholder-plaintiff’s ability to pursue securities fraud claims based on the concealment of an underlying antitrust conspiracy. The parties’ settlement was approved by the Court on November 22, 2021, marking a historic recovery for investors and sending a strong message to drug makers engaged in anticompetitive conduct.

• Countrywide Financial Corp.

  As co-lead counsel representing the Maine Public Employees’ Retirement System, secured a $500 million settlement for a class of plaintiffs that purchased mortgage-backed securities (MBS) issued by Countrywide Financial Corporation (Countrywide).

  Plaintiffs alleged that Countrywide and various of its subsidiaries, officers and investment banks made false and misleading statements in more than 450 prospectus supplements relating to the issuance of subprime and Alt-A MBS—in particular, the quality of the underlying loans. When information about the loans became public, the plaintiffs’ investments declined in value. The ensuing six-year litigation raised several issues of first impression in the Ninth Circuit.

• Kessler Topaz Defeats Dismissal Motion in Coinbase Securities Litigation, Investor Claims to Proceed

  September 9, 2024
• New Jersey Federal Court Hands Kessler Topaz Significant Summary Judgment Win, Sends Celgene Investors' Claims to Trial

  September 13, 2023
• California Federal Court Certifies Advertiser Classes in Consumer Fraud Case Against Google

  August 17, 2023
• Kessler Topaz is Proud to Recognize and Honor Women's History Month by Profiling our Female Partners and Recognizing the Amazing Work They Do | Margaret Mazzeo, Partner

  March 30, 2022
• New Jersey Federal Court Approves $130 Million Settlement for Investors in Allergan Generic Drug Price-Fixing Securities Litigation

  November 22, 2021