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Taseko Mines Ltd. v. Raging River Capital

United States District Court, District of Columbia

May 5, 2016

TASEKO MINES Ltd., Plaintiff,
v.
RAGING RIVER CAPITAL, et al., Defendants.

MEMORANDUM OPINION

Gladys Kessler United States District Judge

Plaintiff Taseko Mines Limited ("Taseko" or "the Company") brings this action against Raging River Capital LP, Raging River Capital GP LLC, Granite Creek Partners, LLC, Westwood Capital LLC, Paul M. Blythe Mining Associates Inc., Jonathan G. Lee Partners LLC, Paul Blythe, Nathan Minkowsky, Mark Radzik, Henry Park, and Jonathan Lee (collectively "Defendants"), alleging violations of Section 13(d) of the Securities Exchange Act of 1934 ("Exchange Act"). 15 U.S.C. § 78m(d).

This matter is now before the Court on Plaintiff's Motion for a Preliminary Injunction ("Injunction Motion") [Dkt. No. 38], as well as Plaintiff's Motion for Reconsideration ("Recon. Motion") [Dkt. Nos. 45, 46-2] . Upon consideration of the Motions, Opposition [Dkt. Nos. 49-2], Reply [Dkt. No. 51-2], and the entire record herein, and for the reasons set forth below, the Motions shall be granted.

I. Background

A. Factual Overview

Only a brief recitation of the facts is necessary at this juncture to decide the present Motions. For a more detailed summary, see the Court's April 26, 2016 Memorandum Opinion ("Mem. Op.") [Dkt. No. 44].

Taseko is a Canadian-based mining company whose shares are traded on both the NYSE MKT and the Toronto Stock Exchange. Amended Complaint ¶ 2 ("Am. Compl.") [Dkt. No. 13] . In January 2016, Defendants acquired more than 5% of Taseko common shares ("Taseko Shares") and disclosed their acquisitions of shares by filing a Schedule 13D on January 13, 2016 ("First 13D"), as required by the Exchange Act. Id. ¶ 5. In December 2015 and January and February 2016, Defendants acquired Taseko senior notes due in 2019 ("Notes"). Am. Compl. ¶ 38. During that same time period. Raging River Capital 2 LLC also acquired Taseko senior notes due in 2019 ("Additional Notes"). Opp'n at 26.

Shortly after acquiring their shares. Defendants called for a shareholder meeting to vote on the removal of three current Taseko directors and the addition of four new directors they nominated. Id. The shareholder meeting is currently scheduled for May 10, 2016.

Over the course of this litigation. Defendants have amended their Schedule 13D disclosures on three separate occasions. See First Amended 13D, Exhibit 2 to Motion to Dismiss [Dkt. No. 28-2]; Second Amended 13D, discussed in Opp'n at 4; Third Amended 13D, Exhibit A to Reply to Motion to Dismiss [Dkt. No. 36-2] .

On April 26, 2016, the Court granted in part Defendants' Motion to Dismiss [Dkt. No. 43]. Plaintiff's remaining claim relates to alleged undisclosed agreements regarding Taseko securities. See Mem. Op. at 14-18. In its Motion for Reconsideration, Plaintiff asks the Court to reconsider the dismissal of its claim that Defendants have not properly disclosed their purpose in purchasing the Notes.

B. Securities Exchange Act of 1934

Section 13(d) of the Exchange Act requires entities that acquire a 5% or more interest in an issuing corporation to file a Schedule 13D setting forth certain information. See 15 U.S.C. § 78m(d); 17 C.F.R. § 240.13d-101.

Currently at issue is Item 4 of the Schedule 13D. The statute requires, inter alia, that the filer state:

if the purpose of the purchases or prospective purchases is to acquire control of the business of the issuer of the securities, any plans or proposals which such persons may have to liquidate such issuer, to sell its assets to or merge it with any other persons, or to ...

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