Supreme Court Wary of Big Ruling in Nvidia Shareholder Case (1)

US Supreme Court justices signaled they are headed toward a narrow ruling on shareholder lawsuits as they weighed an effort to sue Nvidia Corp. for allegedly misleading investors over its dependence on crypto-mining revenue.

Hearing arguments in Washington on Wednesday, several justices questioned whether the court was right to take up Nvidia’s appeal, saying the case didn’t present the kind of broad legal issue that normally prompts Supreme Court review. Chief Justice John Roberts said both sides had made the issues too “black and white.”

Nvidia, now the world’s most valuable company, contends the lawsuit lacks enough specificity to go forward to the evidence-gathering stage of litigation. Justice Amy Coney Barrett said the Supreme Court could order reconsideration by the federal appeals court that said the lawsuit could proceed.

The Nvidia shareholders say that in 2017 and 2018 Chief Executive Jensen Huang hid the fact that record revenue growth was being driven by mining-related sales of the company’s flagship GeForce GPU product, rather than by sales for gaming. The chipmaker’s products have become key computer components used to complete the complex calculations to extract cryptocurrencies.

The investors say crypto market volatility put the company in a precarious spot when the market crashed in 2018. The company said in November 2018 that it had missed its revenue projections, sending shares tumbling more than 28% over two days. Huang at the time said a “crypto hangover” was to blame.

‘Proctology Exams’

The high court clash centers on the protections Congress gave companies in the 1995 Private Securities Litigation Reform Act. The measure requires lawsuits to make key allegations “with particularity,” including details to show that company officials knew they were misleading investors.

The investors, led by a unit of Swedish institutional investor E Ohman J:or AB, said their complaint met that standard.

Huang “reviewed sales data every week, every month, and in quarterly meetings that one witness described as proctology exams because they were so detailed,” argued the investors’ lawyer, Deepak Gupta.

Nvidia says the lawsuit is based heavily on an analysis by an economic-consulting firm rather than the factual allegations required under the 1995 law. Nvidia also says shareholders need to point to the contents of company documents to bolster claims that Huang’s public statements were inconsistent with internal reports.

“Mr. Huang is not running a Ponzi scheme,” said Nvidia’s lawyer, Neal Katyal. “We’re talking about one of the most respected CEOs of a dramatically important company.”

Conservative Justice Samuel Alito indicated he agreed with that assessment, questioning the investors’ assertion that Huang hid about $1 billion in crypto-related sales from investors.

“What motive could he have for making a statement that is so far off, and that is — if you are correct, if over-a-billion-dollars figure is correct — is surely going to come to light with severe consequences?” Alito said.

The investors say they are drawing on a wealth of sources, including accounts from former Nvidia executives around the world.

Liberal Justice Ketanji Brown Jackson suggested she saw those allegations as sufficient. She said she didn’t understand the 1995 law to require shareholders “to actually have the evidence” before they can sue.

But Roberts said the lawmakers who passed the 1995 law as a way of reducing frivolous litigation were “raising the bar” by requiring shareholders to have more detailed information. “Congress went out and saw a real problem there and wanted to do something about it,” he said.

Nvidia in 2020 agreed to pay $5.5 million to settle related allegations by the Securities and Exchange Commission.

The court will rule by Jule in case, Nvidia v. E. Ohman J:or Fonder, 23-970.

(Updates with excerpts from argument starting in eighth paragraph.)

To contact the reporter on this story:
Greg Stohr in Washington at gstohr@bloomberg.net

To contact the editors responsible for this story:
Elizabeth Wasserman at ewasserman2@bloomberg.net

Steve Stroth

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