STUART, Justice.
Walter Energy, Inc., appeals the order of the Jefferson Circuit Court dismissing claims it had asserted against investor Julian A. Treger, his firm Audley Capital Advisors LLP, and other associated investment entities (hereinafter referred to collectively
In late 2010, Birmingham-based Walter Energy agreed to purchase Western Coal Corporation, a Canadian energy company in which the Audley defendants held a significant minority stake. Between then and April 1, 2011, when the acquisition closed, the Audley defendants exchanged millions of shares of Western Coal stock for approximately $770 million in cash and Walter Energy stock. Walter Energy asserts that the Audley defendants thereafter conspired to execute a "pump and dump" scheme to drive up the price of Walter Energy stock and to further profit from Walter Energy's purchase of Western Coal.
Walter Energy alleges that the Audley defendants initiated their scheme on July 17, 2011, when Treger sent a letter to Walter Energy stating that Audley Capital Advisors had directed an investment bank to gauge various third parties' interest in acquiring Walter Energy and intimating that Walter Energy could be sold at double its then current share price. The letter also advised that other large institutional shareholders in Walter Energy had been contacted and that they would support an acquisition of the company at the appropriate price. The letter, marked "private & confidential," requested a response from Walter Energy by August 5, 2011; however, Audley Capital Advisors publicly released the letter on July 18, 2011, before receiving any response from Walter Energy.
The share price of Walter Energy stock, which trades publicly on the New York Stock Exchange, thereafter spiked, and, in the days and weeks that followed, the Audley defendants sold approximately 900,000 shares of Walter Energy stock. In September 2011, The Times, a London newspaper, reported that another mining company was considering making an offer to purchase Walter Energy and that it had in fact already arranged financing to do so. Shares of Walter Energy again spiked, and the Audley defendants sold approximately 300,000 more shares of Walter Energy stock that month. In October 2011, there were more media reports that various mining and energy companies were targeting Walter Energy for a takeover, and the Audley defendants sold approximately 200,000 shares of Walter Energy stock that month. Finally, in December 2012, the Daily Mail in London reported that an Australian mining company was poised to make an offer to acquire Walter Energy.
To date, however, no company has made a formal bid to acquire Walter Energy or
Walter Energy further argues that the Audley defendants perpetuated the idea that the board of directors of Walter Energy was declining merger opportunities based on the directors' own self interest. On March 22, 2013, the Audley defendants gave notice that they would present their own slate of directors at the April 25, 2013, annual meeting of Walter Energy shareholders by filing the required information with the Securities and Exchange Commission and distributing a letter to all Walter Energy shareholders seeking support for their proposed slate of directors. However, Walter Energy alleges that, in fact, the intent of the March 22 letter was to hinder Walter Energy's attempt to raise $350 million by way of a debt offering. Although neither the Audley defendants' proposed slate of candidates nor the attempt to stop the debt offering was ultimately successful, Walter Energy alleges that both efforts were part of a continued effort to manipulate the share price of Walter Energy stock.
In May 28, 2013, Walter Energy sued the Audley defendants in the Jefferson Circuit Court seeking damages based upon their alleged improper manipulation of the share price of Walter Energy stock, as well as an injunction barring any further attempts to do so.
We explained the standard of review applicable to an appeal of a trial court's order granting a motion to dismiss in Crosslin v. Health Care Authority of Huntsville, 5 So.3d 1193, 1195 (Ala.2008):
Thus, we afford the trial court's order of dismissal no presumption of correctness, and we review the sufficiency of Walter Energy's complaint de novo. See also DGB, LLC v. Hinds, 55 So.3d 218, 223 (Ala.2010) (quoting Nance v. Matthews, 622 So.2d 297, 299 (Ala.1993)) ("`On appeal, a dismissal is not entitled to a presumption of correctness.'").
Although the trial court dismissed all the claims Walter Energy had asserted against the Audley defendants, Walter Energy challenges only the trial court's dismissal of its Alabama Securities Act claim and its intentional-interference-with-contractual-or-business-relations claim, arguing that those claims were adequately pleaded and not due to be dismissed under Rule 12(b)(6). We first consider Walter Energy's claim that the Audley defendants violated the Alabama Securities Act.
Walter Energy specifically argues that the Audley defendants violated § 8-6-17(a), Ala.Code 1975, a provision of the Alabama Securities Act, which provides:
The facts as alleged by Walter Energy in its third and final amended complaint, which we must accept as true at this stage of the proceedings, do indicate that the Audley defendants engaged in conduct that appears to fall within the list of activities prohibited by § 8-6-17(a). Indeed, although it appears that the Audley defendants will dispute whether they actually engaged in such conduct at a later time if the need to do so arises, their arguments in support of the trial court's order of dismissal do not include an argument that their alleged conduct, if proven, would not constitute conduct prohibited by the terms of § 8-6-17(a).
Rather, the Audley defendants argue that § 8-6-17(a) does not apply to any of their activities in connection with the sale of Walter Energy stock because, they argue, § 8-6-12(a), Ala.Code 1975, provides that the Alabama Securities Act applies only "to persons who sell or offer to sell [securities] when (1) an offer to sell is made in this state, or (2) an offer to buy is made and accepted in this state." Subsection 8-6-12(c) further provides that "[a]n offer to sell or to buy is made in this state, whether or not either party is then present in this state, when the offer (1) originates from this state, or (2) is directed by the
In its third amended complaint, Walter Energy never directly alleges that the Audley defendants made an offer to sell anything in Alabama. However, Walter Energy does state four times, in paragraphs 45, 55, 59, and 120 of the complaint, that the Audley defendants' sales of Walter Energy stock "occurred on the New York Stock Exchange, and the offers to sell were directed to Alabama." An allegation that an offer to sell securities was directed to Alabama can be sufficient to constitute an allegation that an offer to sell was made in Alabama for purposes of the Alabama Securities Act if that allegation is accompanied by an allegation that the offer to sell was also received in Alabama. See § 8-6-12(c) ("An offer to sell ... is made in this state ... when the offer ... is directed by the offeror to this state and received at the place to which it is directed...." (emphasis added)). However, Walter Energy has failed to make any allegation regarding the receipt of an offer in Alabama. For this reason, the trial court dismissed Walter Energy's Alabama Securities Act claim, stating:
We agree with the conclusion of the trial court and similarly hold that Walter Energy has failed to plead a claim for which relief can be granted under the Alabama Securities Act. We further note that the argument Walter Energy is essentially making — that every transaction that occurs on the New York Stock Exchange or, presumably, any other national securities exchange, is within the scope of the Alabama Securities Act — has not previously been accepted by this Court, and Walter Energy has cited no cases from other jurisdictions that have adopted a version of the Uniform Securities Act in which a state securities act has been read so expansively. To the contrary, it has been noted that the drafters of the Uniform Securities Act intended for it to have a limited scope. See Lintz v. Carey Manor Ltd., 613 F.Supp. 543, 550 (W.D.Va.1985) (quoting Joseph C. Long, Blue Sky Law Handbook § 3-6 (1985)) ("`[I]t is clear that the draftsmen of the Uniform [Securities] Act consciously elected to limit the scope of the Uniform [Securities] Act to those transactions which took part at least partially within the state.'").
Moreover, we also note that the mere fact that the transactions in question involve the stock of an Alabama-based corporation is an insufficient basis upon which to apply the Alabama Securities Act. As one leading commentator on state securities laws has explained:
2 Thomas L. Hazen, Treatise on the Law of Securities Regulation § 8.1[1][F] (5th ed.2005) (footnote omitted). Because the Alabama Securities Act claim made by Walter Energy in its third amended complaint does not allege that the Audley defendants made an offer to sell Walter Energy stock in Alabama or, in the alternative, that this case involves an offer to buy Walter Energy stock that was made and accepted in Alabama, an essential element of an Alabama Securities Act claim, the trial court's dismissal of that claim is due to be affirmed.
We next consider the trial court's dismissal of Walter Energy's claim of intentional interference with contractual or business relations. In fact, this appears to be a two-part claim because Walter Energy alleges that the Audley defendants improperly interfered with (1) its relationship with its other shareholders and (2) its relationship with lenders inasmuch as the Audley defendants' March 22 letter announcing that they would be sponsoring a new slate of directors at the upcoming shareholders meeting was allegedly timed to interfere with Walter Energy's plans announced that same day to complete a $350 million debt offering.
The seminal case discussing the "stranger" requirement of an intentional-interference-with-contractual-or-business-relations claim is Waddell & Reed, Inc. v. United Investors Life Insurance Co., 875 So.2d 1143 (Ala.2003). After noting that a party to a contract or business relationship clearly cannot be liable for tortious interference with that relationship, this Court in Waddell & Reed explained that a defendant need not be a signatory to the subject contract or one of the primary actors in the business relationship to effectively be a party to it, but that "[a] defendant is a party in interest to a relationship if the defendant has any beneficial or economic interest in, or control over, that relationship." 875 So.2d at 1154. The Court relied on cases applying Georgia law to articulate its position:
Waddell & Reed, 875 So.2d at 1157. See also Britt/Paulk Ins. Agency, Inc. v. Vandroff Ins. Agency, Inc., 952 F.Supp. 1575, 1584 (N.D.Ga.1996) ("[A] defendant is not a `stranger' to a contract or business relationship when: (1) the defendant is an essential entity to the purported injured relations; (2) the allegedly injured relations are inextricably a part of or dependent upon the defendant's contractual or business relations; (3) the defendant would benefit economically from the alleged injured relations; or (4) both the defendant and the plaintiff are parties to a comprehensive interwoven set of contracts or relations."). Ultimately, the Waddell & Reed Court summarized its analysis of the stranger requirement as follows:
875 So.2d at 1157.
In applying Waddell & Reed to this case, the trial court concluded that the Audley defendants had sufficient interests in the relationships in which they are alleged to have interfered to render them participants in those relationships, stating:
We agree. A decision made by a corporation's board of directors to issue debt securities is presumably made in the best interest of the corporation's shareholders, and any gain or loss resulting from such a business decision will ultimately be for those shareholders' benefit or to their detriment. See, e.g., Massey v. Disc Mfg., Inc., 601 So.2d 449, 457 (Ala.1992) (explaining that corporate directors have a fiduciary duty to act in the best interests of the corporation and its shareholders). Thus, as relates to the facts alleged in this case, the Audley defendants, as shareholders in Walter Energy, have a direct interest in any business relationships Walter Energy
Similarly, the shareholders of a corporation literally share ownership of the corporation with each other, and their economic interests are necessarily interwoven. Every shareholder has the same rights and privileges, and the corporation's board of directors and officers owe all the shareholders the same fiduciary duties. How any specific shareholder votes on corporate matters, such as the election of directors, amendment of bylaws, or approval of significant mergers and acquisitions, necessarily affects the other shareholders, and even a shareholder's decision to buy, hold, or sell stock can affect other shareholders inasmuch as trading activity affects share price and the actions of management. Thus, each shareholder has a beneficial or economic interest in its fellow shareholders' relationship with the corporation they jointly own. Those relationships are necessarily interwoven, and we conclude that the Audley defendants are participants in the relationships with which they are alleged to have interfered and that the stranger requirement cannot be met. Accordingly, the trial court correctly dismissed Walter Energy's intentional-interference-with-contractual-or-business-relations claim.
Walter Energy sued the Audley defendants alleging various claims stemming from their alleged involvement in a "pump and dump" scheme to manipulate the share price of Walter Energy stock. After affording Walter Energy three opportunities to amend its complaint, the trial court dismissed all the claims on Rule 12(b)(6) grounds. Walter Energy thereafter appealed the dismissal of two of its claims to this Court; however, upon review, we conclude that the dismissal of those claims was proper, and the judgment of the trial court is accordingly affirmed.
AFFIRMED.
MOORE, C.J., and PARKER, SHAW, and WISE, JJ., concur.
United States v. Curshen, 567 Fed.Appx. 815, 816 (11th Cir.2014) (not selected for publication in the Federal Reporter).