MDCM Holdings, Inc. v. Credit Suisse First Boston Corporation
U.S. District Court, Southern District of New York
216 F.Supp.2d 251 (2002)
MDCM Holdings, Inc., formerly Mortgage.com, (plaintiff) hired Credit Suisse First Boston Corporation (defendant) to underwrite its IPO, selling shares to Credit Suisse at a discount, and after MDCM's stock price nearly doubled within two weeks, MDCM brought a class action on behalf of similarly situated IPO issuers alleging breach of the underwriting agreement, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, all state law claims. Credit Suisse moved to dismiss, arguing these state law claims were preempted by the Securities Litigation Uniform Standards Act (SLUSA).
Whether SLUSA bars state law claims that do not allege a misrepresentation or omission.