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Weil Wins Complete Dismissal of Securities Fraud Claims Brought Against Silicon Motion Technology Corporation

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On July 15, 2025, Weil secured a decisive win for Silicon Motion Technology Corporation and certain of its senior executives in a securities fraud class action in the U.S. District Court for the Southern District of California, which granted, with prejudice, the Silicon Motion defendants’ motion to dismiss all claims asserted against them.

The plaintiffs asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, challenging certain statements made by Silicon Motion concerning its expectation that the contemplated acquisition of Silicon Motion by MaxLinear, Inc. would close. The plaintiffs alleged that Silicon Motion’s statements during the purported class period were false and misleading because MaxLinear later terminated the merger agreement, claiming that Silicon Motion had breached the agreement and suffered a material adverse effect (“MAE”), and the Silicon Motion defendants knew (or should have known), but failed to disclose, this purported information to investors.

In its opinion granting the motion to dismiss, the court found among other things that plaintiffs failed to plead any facts to substantiate their allegation that Silicon Motion had in fact suffered an MAE or that the Silicon Defendants knew (or should have known) of MaxLinear’s plans to terminate the merger agreement.  Thus, “none of [d]efendants’ statements were misleading due to the omission of the purported breach” of the merger agreement.  The court also found that because the plaintiffs “fail[ed] to identify what the breach [of the merger agreement] even was, when it occurred, or who at SIMO was aware of it” and had “nothing but conclusory allegations to support their claim that [d]efendants knew or should have known of the breach, [p]laintiffs fail[ed] to adequately allege scienter.”

The Weil team was led by Securities Litigation partner Evert J. Christensen, Jr., and included retired partner Miranda Schiller, counsel Jenna Harris, and associates Nate Montalto, Liz Grefrath, Eric Grayson, Daniel Kaseff, and Shane Kuse.

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