RADNOR, Pa., May 16, 2024 (GLOBE NEWSWIRE) — The law firm of Kessler Topaz Meltzer & Check, LLP informs investors that today the firm has filed a securities fraud class action lawsuit against The Chemours Company (NYSE: CC) (“Chemours” or the “Company”) on behalf of investors who purchased or acquired Chemours common stock between February 10, 2023 and February 28, 2024, inclusive (the “Class Period”). This action, captioned Taylor Jr. v. The Chemours Company, et al., Case No. 1:24-cv-00361-RGA, was filed in the United States District Court for the District of Delaware.
Important Deadline Reminder: Investors who purchased or otherwise acquired Chemours common stock during the Class Period may, no later than May 20, 2024, move the Court to serve as lead plaintiff for the class.
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LEAD PLAINTIFF DEADLINE: MAY 20, 2024
CLASS PERIOD: FEBRUARY 10, 2023 THROUGH FEBRUARY 28, 2024
CONTACT AN ATTORNEY TO DISCUSS YOUR RIGHTS:
Jonathan Naji, Esq. (484) 270-1453 or Email at info@ktmc.com
DEFENDANTS’ ALLEGED MISCONDUCT
After the market closed on February 9, 2023, Chemours announced its fourth quarter and full year 2022 financial results. Chemours reported Free Cash Flow (defined as cash flows from operations, less purchases of property, plant, and equipment) of $94 million in the fourth quarter of 2022 and $447 million in full year 2022, “demonstrating [Chemours’s] continuing ability to generate strong Free Cash Flow.”
The following day, February 10, 2023 (the first day of the Class Period), Chemours filed its 2022 annual report on Form 10-K (the “2022 Annual Report”) with the SEC and reiterated that it generated Free Cash Flow of $447 million in full year 2022. In connection with the 2022 Annual Report, the Company’s CEO, Mark Newman, and then-CFO, Sameer Ralhan, certified the accuracy of the Company’s financial reports and the adequacy of the Company’s internal control over financial reporting. Thereafter and throughout the Class Period, Chemours reported quarterly and year-to-date Free Cash Flow metrics in each of the Company’s quarterly financial reports and certain Defendants certified the accuracy of the Company’s financial reports and the adequacy of the Company’s internal control over financial reporting.
Prior to and during the Class Period, Chemours also set and publicized certain criteria for executive compensation. For example, pursuant to Chemours’s Annual Incentive Plans for 2022 and 2023, the Company’s senior executive officers (including the CEO and CFO) were entitled to additional cash compensation if certain targets, including Free Cash Flow targets, were met. Similarly, pursuant to Chemours’s Long-Term Incentive Plans, the Company’s senior executive officers (including the CEO and CFO) were entitled to stock compensation if certain targets, including Free Cash Flow Conversion (defined as cash flows from operations, less purchases of property, plant, and equipment divided by Adjusted EBITDA) targets, were met.
Investors began to learn the truth on February 13, 2024, when Chemours “announced that it has postponed the release of its financial results and conference call related to the fourth quarter and full year ended December 31, 2023, which had previously been scheduled for February 14, 2024 and February 15, 2024, respectively,” and that it now “expect[ed] to issue its fourth quarter and full year 2023 financial results after market close on Wednesday, February 28, 2024.” According to the Company, the delay was necessary “because it needs additional time to complete its year-end reporting process” and “is evaluating its internal control over financial reporting . . . with respect to maintaining effective controls related to information and communications.” Chemours also revealed that it needed additional time for its Audit Committee to conduct a related internal review.
In response to this initial development, the price of Chemours common stock fell $3.85 per share, or more than 12%, from a close of $30.49 per share on February 13, 2024, to close at $26.64 per share on February 14, 2024.
Then, before the market opened on February 29, 2024, Chemours stunned investors when it announced that it was delaying the filing of its annual report for 2023 and that its Board of Directors had “place[d] President and Chief Executive Officer Mark Newman, Senior Vice President and Chief Financial Officer Jonathan Lock and Vice President, Controller and Principal Accounting Officer Camela Wisel on administrative leave . . . pending the completion of an internal review being overseen by the Audit Committee of the Board of Directors with the assistance of independent outside counsel.” According to the Company, the scope of the investigation “includes the processes for reviewing reports made to the Chemours Ethics Hotline” and Chemours’s “practices for managing working capital, including the related impact on metrics within the Company’s incentive plans [and] certain non-GAAP metrics” in the Company’s financial reports. Given the importance of these issues—not only to executive compensation, but also investors’ assessment of Chemours’s financial performance—the Company acknowledged that it “is evaluating one or more potential material weaknesses in its internal control over financial reporting as of December 31, 2023 with respect to maintaining effective controls related to the control environment, including the effectiveness of the ‘tone at the top’ set by certain members of senior management.”
In response to these revelations, the price of Chemours common stock plummeted $9.05 per share, or more than 31%, from a close of $28.72 per share on February 28, 2024, to close at $19.67 per share on February 29, 2024.
On March 6, 2024, after the end of the Class Period, Chemours announced that the Audit Committee concluded “that the members of senior management who were placed on administrative leave last week engaged in efforts in the fourth quarter of 2023 to delay payments to certain vendors that were originally due to be paid in the fourth quarter of 2023 until the first quarter of 2024, and to accelerate the collection of receivables into the fourth quarter of 2023 that were originally not due to be received until the first quarter of 2024.” Critically, “[t]he Audit Committee found that these individuals engaged in these efforts in part to meet free cash flow targets that the Company had communicated publicly, and which also would be part of a key metric for determining incentive compensation applicable to executive officers.” According to the Company, “[t]he Audit Committee review also determined that similar actions, though to a lesser extent, were taken in the fourth quarter of 2022, resulting in a significant increase in these cash flow measures for the quarter ended December 31, 2022, and a decrease in these measures in the first quarter of 2023.”
WHAT CAN I DO?
Chemours investors may, no later than May 20, 2024, move the Court to serve as lead plaintiff for the class, through Kessler Topaz Meltzer & Check, LLP or other counsel, or may choose to do nothing and remain an absent class member. Kessler Topaz Meltzer & Check, LLP encourages Chemours investors who have suffered significant losses to contact the firm directly to acquire more information.
CLICK HERE TO SIGN UP FOR THE CASE
WHO CAN BE A LEAD PLAINTIFF?
A lead plaintiff is a representative party who acts on behalf of all class members in directing the litigation. The lead plaintiff is usually the investor or small group of investors who have the largest financial interest and who are also adequate and typical of the proposed class of investors. The lead plaintiff selects counsel to represent the lead plaintiff and the class and these attorneys, if approved by the court, are lead or class counsel. Your ability to share in any recovery is not affected by the decision of whether or not to serve as a lead plaintiff.
ABOUT KESSLER TOPAZ MELTZER & CHECK, LLP
Kessler Topaz Meltzer & Check, LLP prosecutes class actions in state and federal courts throughout the country and around the world. The firm has developed a global reputation for excellence and has recovered billions of dollars for victims of fraud and other corporate misconduct. All of our work is driven by a common goal: to protect investors, consumers, employees and others from fraud, abuse, misconduct and negligence by businesses and fiduciaries.
For more information about Kessler Topaz Meltzer & Check, LLP please visit www.ktmc.com.
CONTACT:
Kessler Topaz Meltzer & Check, LLP
Jonathan Naji, Esq.
280 King of Prussia Road
Radnor, PA 19087
(484) 270-1453 or info@ktmc.com
May be considered attorney advertising in certain jurisdictions. Past results do not guarantee future outcomes.
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