#none of ur business respectfully

[demobatman]

hey why are people making fun of that eddie song when fan songs have been around for literally all of time. girl what do you think a musical adaptation is.

[fallingintoyourlilaceyes]

hii, i’m not sure if ur recieving requests rn but i’m jst gna shoot my shot

could i request reader x xavier where shes not the dating type and ppl have tried and failed to try and ask her out, date her, etc. and then comes along xavier who’s determined to take her out on a date (respectfully)

and yeahh

Oh my god I´m so sorry this took forever to write! I just hated everything I brought onto the page. I hope you still enjoy dear <3

Not the dating type

pairing: Xavier Thorpe x fem!reader

synopsis: You had never given much thought to dating, but what happens when, by accident, you meet a certain artist. Will your stance on the matter change?

warnings: none

word count: 1.4k

You had never given much thought to dating. Not that you had anything against it, it was just that it felt a little too superficial whenever someone did ask you out. You were happy spending the time apart from your friends and schoolwork with yourself. Which right now you wished there was more of. 

“Why didn´t you go out with them? They´re like super cute...!”, your friend asked you for the nth time. 

“Do we have to discuss this again? Why would I go out with someone who I know isn´t even interested in the same things as I am in the slightest and that doesn´t know me at all? Plus, you know I like spending time on my own. I just want to have a good time and write every once in a while.”, you take a bite from your lunch. “Despite, don´t you think they are like the blandest person to ever exist? Like just really bland?” 

For the nth time your friend lets out a distressed sigh at your answer. Though even she can´t help herself to not chuckle at the emphasis on ´really bland´. “I take this as my sign to not even ask you about this year's dance?” 

“Not unless you want to hear last year's answer all over again. Isn´t it a bit too early to think about that anyway?”

She shrugs and the two of you finish the meal talking about an assignment before you have to head into different directions for afternoon classes.

That evening after lunch you go back outside into the quad. Most students are busy with god knows what and so it is not too crowded. The air is still warm and so you decide to lean onto the cool stone wall. Fully concentrated on the writing in front of you, you don´t notice the tall figure looming over you, trying to get to exactly that wall. At least you can feel a finger tapping your shoulder.

“Sorry, but you are kind of in my way.”, looking up you see into a pair of green eyes.

“Oh, I´m sorry. I didn´t even notice.”, you hold up the journal. “That looks really good by the way. Did you paint that?”

“Uh… yeah… Thank you.”

“Anyway I better go get back inside. I´m sorry again for sitting in your way.”, you smile at him while you dust yourself off and then walk back inside.

This would happen regularly afterwards. You´d always sit down in that same spot and when he eventually came over to continue painting you´d talk for a bit. Mostly about art at first. You asked Xavier about his paintings and how he found himself picking up drawing and painting and he would ask you about the stories you wrote in that journal he never saw you without. As time progressed you found the conversations had taken to more personal topics as well. You found yourselves greeting each other in passing and before you knew it you thought of the schools resident tortured artist, as your friend and the other students had dubbed him, as a friend.

“So what do you want to do today?”, you asked the artist curiously.

“Actually I wanted to show you something. Come on, it´s not far from here.”, he seemed a little more nervous than usually.

“Alright.”, you made it a point not to mention your observation but quite some time after wandering through the woods you couldn´t bite back a joking question. “You´re not trying to kidnap me, are you?”

“What? No, don´t worry. We should be there soon.”

Indeed it only took a couple more steps before you stood outside an old shed.

“I´m sorry where are we right now?”, you stay back a bit as he takes off the heavy chain to open the door.

“I found this shed a couple of years ago and Weems let me clean it out and use it as an art studio.”

Stepping in, you get hit by just walls and canvases filled with paintings.

“Wow, you must be here often.”, you can´t hide the amazement in your voice entirely.

“Pretty much every chance I get…”

You spend the afternoon in the Studio, talking like you do until you find what you assume is another canvas hidden behind a big piece of fabric. 

“Hey, Xavier, what’s underneath that?”, you point to it.  

“Oh, it’s not done yet.”, he brushes the question aside quickly. 

Once more you don’t push it. 

The next time you get to the shed it’s gone and the times after you don’t see it either, so you slowly forget about it.  

When you go there one evening to have some time truly to yourself and write, like you had done a lot lately, you catch Xavier with it. 

Too far into the music and his thoughts he doesn’t hear the door open or close. Neither does he hear you walk up behind him. Standing on your tiptoes to look over his shoulder you see it. A picture of you. Only then does he realise you are there. Trying to hide the canvas as fast as possible, he couldn´t do much for you to unsee it.

“Hey… I didn´t think you were coming here today.”, his face start turning redder by the second.

“Yeah, I just needed some time away from everyone else…”, God this was awkward.

“Oh, okay”, this ends the conversation for that moment. You go to sit at the small table to do your thing and Xavier does his. This time the silence between you isn´t as comforting or comfortable as it usually was and so you speak up again.

“Are we gonna talk about the painting or not? I know what you usually paint. Is there something I need to know?”, you can hear the second chair scraping before he speaks.

“No, nothing like that at least.”, he thinks about what to say next. “Well, I didn´t plan on doing it like this, but… I had this dream over and over again since I was young. Like really young. Of just that scene. Ever since we started talking it came back twice as often. And I know what you said about the other guys that asked you out, but… I wanted to ask you if, maybe some time, you would want to go on a date with me?”

This time it was on you to be silent. “You are really sweet, Xavier. I just… I don´t think I can say yes to that. Not only because of what you heard, but you basically just broke up with Bianca too. Enid would have this on her blog God knows how fast. You know what position that would put both of us in. I´m sorry, I better get back to school.”

Things got a bit weird for a while after this. You never stopped talking, but that afternoon never left the back of your head. Ultimately you pulled yourselves together though and when he asked you for a second time, on the day of the Poe cup, things went over all smoother. However it got you thinking things over.

When he asked you out only a short time later for a date to the Rave`N you surprised both of you with a yes.

“Wait, really? You´re not just saying yes because…?”, he asked.

“Yes, really Xavi.”, you chuckled. “In fact I think this is going to be a fun evening.”

“What made you change your mind?”

“After you asked me before the Poe cup I think I realized that I actually like being with you not only as a friend, unlike I had thought… It also felt different like when anyone else asked me.”

And you were right. Though you didn´t stay long at the dance itself and headed out to spend the evening away from all the loud music. You laughed a lot and by the end Xavier brought you back to your room. Not hearing any concerns about being caught by a teacher.

“Tonight was great, but you better go before you get caught.”, you still giggle. “Go.”

He still doesn´t move or say anything when you open the door to get into your room. Just as you opened the zipper if the dress, your phone gives off a high pitched ping. ´You were too fast. I wanted to ask if you want to get coffee tomorrow. As kind of a second date?´

Rolling your eyes, chuckling again you send back a ´Sure. That sounds great 😊´

You think you can hear the buzzing of a phone and a whispered celebration outside, but blame it on the setting in tiredness.

[ghostcookieturner]

so...you're taking requests 😏

what do you think about some headcanons or smth with må(or thomas) x fashiondesigner!reader

❣

yes yes big apologies for me doing this 5 months after you sent it lol

word count:<1000

tw: swearing, light mention of stress

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

DAMIANO DAVID

ok so first he will watch you for hours while you stitch, sew, crochet, knit, etc.

eventually will want to learn the basics of creating these clothes

ends up wearing a lot of what your label produces

“rest your hands, amore, you’ve been working all day”

will contribute ideas when you have none

def gives you motivation to continue what you love

did i mention he loves to wear what you make?

-

ETHAN TORCHIO

oh my god now if this isn’t his dream

will most definitely wear your label

in fact his closet will be mostly your label

massages your hands every now and then when you’re stressed

critiques your works

respectfully of course

we love our respectful king

anyway

hangs out with you whenever you have to do a long boring project

gives you ideas for your projects

when he’s on the road/busy, he pays for mani pedis

always tells you how proud he is of what you’ve done

-

THOMAS RAGGI

absolute fucking simp for your work

will sit and just listen to the hum of your sewing machine while you work

“Cara signora, your fingers are so blistered”

will also do hand massages because we love a soft boy

knows a little about fashion designing himself

makes good pointers and helps with releases and advertising

there’s probably only 3 pieces in his wardrobe that’s not your label

keeps you motivated

-

Victoria De Angelis

very similar to thomas, a fucking simp for your work

probably makes her pasty’s out of ur scraps lmao

strokes your hair while your sewing

all of her wardrobe is your label

makes it clear everywhere that she is the significant other of a world class fashion designer

always puts lotion and rubs your hands every night

also does ur nails hehe

always gives suggestions and feedback

loves to help

~~~~~~~~~~~~

aaaaaand that’s about it. sorry it sucks lol i’m a little rusty.

send in more requests lovelies! check my master list to see who i write for!!! bye bye friends!!!!

[dyke-on]

Respectfully as someone bigger than you (at least from ur avi) I feel it’s a little weird for you to be making such a bold claim about fat phobia? I’m a 3XL and purposefully loosing weight- It’s not because of society’s views it’s because i Want to control a blood condition.

Also to be frank it’s none of your business why someone bigger than you would want to loose weight?

I think you should re read what I wrote and stop purposefully misunderstanding what I mean because I don't even disagree with this, I am not making billions of dollars convincing people to buy my product maybe focus on that predatory industry. I do not care if you individually lose weight because this isn't a critique of individuals, I'm doing Material Analyses ✨ about society

[milawritesstuff]

respectfully, how old are you? because being this concerned about people you don’t know’s friendships and relationships is borderline strange and i really hope you aren’t over the age of 16 because….😭😭😭 gavi and pedri are clearly fine and honestly if they weren’t it wouldn’t really be ur business. they’re teammates on both national and club level, if anything ever was going on it would have to end immediately (even though they’re obviously fine…). i think you need to focus more on what they do for their jobs (aka they are FOOTBALL players) and not their personal relationship or even their relationships with women. it’s seriously, once again, not your business. find something else to do with your time

Saying “respectfully” before saying stuff doesn’t really make it respectful bestie!

Also why are you even on here? Shouldn’t you be just watching chiringuito or ESPN sports to JUST know about their football careers?

If you had been following here for long enough, which clearly you haven’t and you should probably not, you would know all of the actual football talk that goes on.

But please, respectfully, what I do with my time is none of your business and you should definitely find something else to do with your time other than come and leave shitty anonymous messages to me. At least own up and say it without anon.

[heich0e]

ongg I have a similar experience I used to be vegan!! and people and I mean friends and family came at me when I stopped being one

it was so humiliating because I rly tried and I still carry shame about it to this day :/// all in all people should mind their business me thinkss

oh i'm so sorry little guy that is SO UNCOMFY. frankly, the moment any person feels the need to pass judgement on someone else's diet (and isn't a qualified healthcare professional who has been asked to or truly needs to, obv.) i lose any shred of respect i may have previously held for them. like... what someone does or does not choose to eat is RESPECTFULLY none of ur business!!

[pearlsdiamondsandvodka]

very tiring to see people immediately turn taikas/ritas/tessas alleged relationship to different versions of “you can’t trust celebrities these days” “wtfff this is so weird” and a bunch of jokes. From someone who is poly, it’s really tiring to see. Taika Waititi isnt immediately an abuser because he might be dating someone he works with, didn’t think I’d have to spell that out?? And stop dismissing it as a midlife crisis, as if you can’t discover you’re poly later in life. Just please think of what you’re saying?? Both regarding it from a poly perspective but also remember these are real people that possibly just got outed by the press!!

[hoosierbi]

cringe goy boy moments on bob

-the whole g*arnere bullshit. respectfully sir perish

-winters saying "god bless u" before the jump

-winters making liebgott take the pows and NOT letting him kill them. this is none of ur business goy boy butt out!!

-mass in the middle of bastogne

-christmas dinner. so i guess hannukah lives dont matter to u bitches

-the church scene

-naming ep 9 "why we fight" when we all know damn well america never gave a fuck about jewish lives. get ur self righteous heads out of ur asses

-just all of w*bster in eps 9+10

-tom hanks making me see jews in a work camp. sir i have generational trauma i lost family members in camps

-reminding us that liebgotts a jew only to use him as an emotional pawn when they discover the camp. are we just trauma porn for u (dont answer that i know we are)

-why the fuck would u establish that w*bster can also speak german and then make the ONE jew in ur company tell the prisoners that they have to go back to hell on earth im redefining murder as we speak

-why THE FUCK would u have an episode about the holocaust and NOT make the ONE jew of the company the center of said episode

-not letting liebgott be the one to shoot the n*zi fuck

-making liebgott translate a n*zi speech and making it so it also applies to easy company as if this isnt a literal n*zi praising other n*zis

[a-merman-not-a-guppy]

It will be alright, alright, alright | Carrotflakes

Finn reaches out to Nemo and Tae after an argument with Ariel. The conversation sort of devolves from there. Talk of prom, goats, etc. Group chats man.

@justkeepdancing-nemo​ @moon-yeongtae​

Finn: hi Nemo! hi Tae! I hope it's not weird to put us all together in a chat like this.

Finn: it might be weird Nemo: course its not weird ahah we've group chatted before :heart: Finn: :heart: Finn: I want to ask you guys Finn: well I want to talk Nemo: yeah? whats up!

Finn: i got in a fight with Ariel? Finn: i mean not physically Finn: though she did. got in a physical fight Finn: with ASHLEY A! Nemo: ohhhhh yeah i heard Nemo: at mei's party right??? Nemo: but wait why did u fight ariel then Finn: everyone's heard. Finn: well she just Finn: she's just so Finn: reckless? i mean she told me not to panic Finn: and I know I panic a lot okay. but whenever she says that I swear my heart rate picks up ten times because I know something's happened Finn: and that she's gonna be super casual about it and laugh about it while I have my tenth heart attack of the year Nemo: oh i see Nemo: she's not taking your worry seriously, thats why? Finn: I guess? I mean she never does really. Which I get kind of. Finn: I worry about everything. I know that. Finn: but the ashleys are really awful and I'll cry if they do something awful to her. Finn: I mean it's one thing if it's me, I mean I get it and I'm used to it. but she's my best friend Nemo: :/ ok well she should take your worries seriously Nemo: i get why you'd be upset over that Nemo: and the ashleys arent a joke! they seriously messed with robbie for months under everyone's noses Finn: I've never fought with her before! But this is so... Finn: god and Robbie! Finn: she talked about how you and Robbie were in the burn book too and were 'doing okay' and acting like none of what the Ashleys do is a big deal. Finn: I reminded her of what they did to me and she said it was more reason to stand up and fight them! Finn: I wouldn't ask anyone to do that! Nemo: i mean i think it is important to stand up... i dunno about fight... Nemo: i just mean that we cant let the ashleys rule our lives but yeah purposefully antagonizing them is bad haha why sneak into a falcon's nest you know! Finn: they've ruled my life for years so I guess it's hard for me to even think about that. Finn: i don't want them antagonized and doing awful things to you or to robbie or to ariel. Nemo: :/ Nemo: i mean i get where ariel is coming from Nemo: and you too Nemo: is she really planning to...uh...fight more? what would that even mean? didnt she like punch ashley a or something Finn: I don't know. I think so? Finn: she didn't give me details which made me a little more suspicious but after I reminded her about what the ashleys did she said Finn: ' Youre only giving me more reasons to stand up to them and not let them get away with all of that' Finn: and Finn: 'I cant just stand by anymore and im sorry if that makes you upset and that i didnt do something sooner' Finn: i'd rather be homeschooled again than be the excuse to pick more fights Nemo: aw jingles i hope she isnt gonna involve you Nemo [deleted]: i already feel like i made you a target as it is D: sdlfkajs Nemo: maybe give it a day?? she could calm down! maybe it wont seem so important anymore Nemo: to her, i mean Finn: I asked her not to but there's really no telling with her sometimes. Finn: she really makes rash decisions! Finn: i hope she will but I don't think so. And now we're not talking so I don't know what I'm gonna do Finn: besides maybe idk Finn: do you think Tae would make sure Ariel stays safe? I could make cookies Nemo: course he would but Nemo: ...i dunno if ariel would uh, like that Nemo: i dont know much about her but from everything you're telling me i mean Nemo: though maybe she could eat lunch with us if that would make you feel better! Nemo: except ur fighting Nemo: well after you make up! Nemo: though maybe having three burn book victims in one place is a bad call.... Nemo: hm Nemo: hold on let me think ahah Finn: I just want her to be safe. But I guess you're probably right. she'd hate it Finn: and I feel stupid for not being able to do anything to keep her safe either Nemo: well no matter what we would ALL be there for her if she needs it Finn: I'm so lucky to know you guys. Nemo: im so lucky i know you finn :heart: Nemo: im sorry there's more ashley drama ugh Nemo: if i could go back to new years eve and do it all over again i really would Finn: there's always drama with the ashleys. Finn: next year they're gone though from school! and then it'll be fine! it'll be good. Finn: but I wouldn't change New Years Eve. I did something I'd never do otherwise and I had a lot of fun with my friends before everything Finn: Ashley A can...she can....ugh I can't insult her yet not even like this Finn: but you know what I probably mean Nemo: i can Nemo: she's a wartface who can choke on tree fungus Nemo: and ashleigh q is a literal monster who needs to be exorcised from the planet Finn: I can't believe I giggled at that. Finn: that's a very unique insult Nemo: ii got plenty more where that came from! Nemo: but i  will keep them to myself and this group chat!

Finn: hahaha that's probably smart. No need to cause more fights. Nemo: all i wanna do iis get through school without getting grounded again im really trying not to get into trouble lol Finn: a good goal to have too. Finn: it'll be fine. We've all got each other. It should be. Yeah. Nemo: yeah! Tae: I CANT BELIEVE I WAS WORKING Tae: ARIEL FOUGHT ASHLEY A? Nemo: omg u didnt hear yet?? Tae: no I was in Jun's all work and no play orbit Nemo: lol did he take ur phone again Tae: yes next time I'm gonna axe murder him Tae: THE POINT IS THAT ARIEL KICKED ASHLEYS ASS YAAAAAAAAY Tae: sorry I hate her Nemo: join the club aha Tae: I can't believe he took my phone at such a critical time I'm gonna point to this as an example that u cant just take a teens phone bc their friends might need them Nemo: well the fight happened like a day ago Tae: does he have to know that? Tae: no Nemo: i dont think this is a very convincing argument anyway tae yah Nemo: say someone was dying Tae: right yes also I'm really sorry finn Tae: I'll protect ariel Tae: if I can Nemo: just dont get in trouble yourself Nemo: can we all try not to get in trouble??? Nemo: we gotta go to prom in a couple of months ago we need CLEAN RECORDS Tae: sometimes trouble just finds u neems did John mcclane ask for trouble Nemo: (prom is real right thats not just in movies..........) Tae: prom is a real (stupid) thing yes Nemo: tae yah u r going to prom Nemo: sorry not sorry Tae: I dont have a suit and we are poor I cant go Nemo: i dont have a suit and im even more poor and im still gonna go Nemo: i bet you can wear jun's suit Tae: jun is an oddly proportioned dorito Nemo: and you're not??? Finn: pfft Finn: I'm not going to prom Tae: I am a beefcake with angelic proportions thank you very much Finn: oh god Finn: no Finn: i mean respectfully Finn: no Tae: wow rude

Nemo: what!!! finnyyy you gotta Nemo: we'll all go together Finn: please no Nemo: D: Nemo: but why not? Nemo: its not an ashley party, its school sanctioned Nemo: there will be chaperones right? Finn: yeah but they'll be there Finn: they have to to get their devil horns Finn: i mean crown Nemo: but there will be grown ups! Nemo: also lol Tae: we could carrie them Nemo: no Finn: isn't that the scary thing with blood?

Nemo: we'll just mind our own business ok Tae: :))))))))) Nemo: we'll dance and eat food and look fit in our suits and be home before 10 because thats my curfew it will be so lame and fun! Finn: alternative plan: we could not go and have an anti prom hang out Nemo: but i wanna go to prom :/ Finn: oh. that's not fair Nemo Finn: i can picture your sad face Nemo: :(((((((((((((((((((((((((( Tae: you cant go with us anyway nemo u have to go with rooooooobbbbbbieeeeeee Finn: NEMOOOOO DDDD= Finn: that's true too Tae: finn do u wanna be my date? I'll fight everyone for u Nemo: i wanna go with YOU LOT TOO Nemo: c'mon Nemo: i wanna do the big group thing Finn: ahhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh Nemo: we have to go to prom at least once Finn: remember the last party we went to? Finn: it can't be that soon to be forgotten Nemo: if not this year then next year when the ashleys arent at school??? Tae: I cant believe I just put my WHOLE HEART ON THE LINE and finn ignored me ya_bae_nemo [this is a snapchat]: 

Finn: WAIT I'M SORRY Finn: TAEEEEEEEEEEEEEEE Finn: dgpsodjpgojgspdgjdsg Nemo: i meani really wont make you guys go if you dont want Finn: if i were a prom person i would definitely go with you tae of course Finn: wait Finn: why do i have to feel GUILTY Finn: meanies Tae: nemo I'm asking for a date shut ur mouth Nemo: sorry i just realized i was doing the same thing i did at new years!! Nemo: im the worst lol Finn: omg NO Finn: no you're NOT Nemo: nevermind nevermind we'll do anti prom this year that sounds fun too Finn: stooooop it right there Nemo: seriously you're right anti prom could be cool Finn: Nemo Nemo: i mean it! Finn: Nemo: i could go to prom prom next year! Finn: 

Finn: stop Nemo: WHAT Finn: ugh i don't wanna fight with more than one friend today and Finn: who's to say prom wouldn't be fun if Finn: and ONLY IF Finn: Mr. Hot Date over there doesn't leave for another hot date ever Finn: during the time of this Nemo: we arent fighting Finn: it feels like we could and i don't wanna make you sad Tae: I'll stay by your side the whole time Finn: wow Nemo: no im not sad at all Nemo: you arent making me sad Finn: you sure? Tae: only bc u called me hot ;) Nemo: its too early to be talking about it anyway!! who knows maybe robbie will dump me and i'll be too depressed to go to prom lol Finn: omg. you're both going to kill me Finn: here lies Finn Finn: rip Finn: and if Robbie ever dumps you Finn: he'd be the BIGGEST IDIOT ON THE PLANET Tae: nemo u r literally so dramatic ok robbie is so far up ur ass hes like coming out ur throat Finn: that's gross tae Nemo: im just saying its literally three months away Tae: WHERE IS THE LIE FINN Finn: too vivid a mental picture Tae: what's our color scheme picasso Nemo: the theme hasnt even been announced Nemo: u cant decide that yet tae yah c'mon even i know that Finn: can i make our clothes? Tae: oh hell yes you can Finn: :heart:

Tae: also nemo u can always decide first if ur not a coward cmon Nemo: i think the theme makes it fun Tae: ok fine ur right bc I could be something cool like die hard then I could wear a tank top and no shoes Nemo: id just go shirtless Finn: nooooooo Nemo: rub myself up in blood and oil Tae: hahahaha Finn: sounds like the most terrifying form of prom Nemo: its HOT Finn: blood and oil? Finn: gross Tae: yeah Finn it's for the aesthetic Nemo: its so i can take out the germans Finn: ...... Finn: what Tae: have you never seen die hard either Finn: no? Nemo: omg you dont know my husband john mcclane!!! Tae: do I have to do all the work around here Finn: i guess so Finn: you've never invited me for a movie night this isn't my fault DDD= Tae: nemo we have to make him watch die hard with us Nemo: duh! Finn: is it a scary movie? Nemo: yes Nemo: but cool Tae: no Finn: .... Nemo: there's guns and stuff Nemo: and death Finn: ahhh intense Tae: yeah and a really ineffectual police department Nemo: people die hard lolol Tae: I learned that word today Tae: ineffectual Nemo: i dont even know what that means Nemo: tae yah dont get smarter than me Nemo: its not fair lol Tae: good because I probably used it wrong LMFAO Finn: no Finn: you did fine! Finn: :smile: Nemo: see finn is already smarter than me Tae: jun bought me a word of the day calendar bc I called myself a dumbass last week Finn: wahhhhh Nemo: ahhahaha Tae: so maybe I wont sound like a dumbass while still secretly being the biggest dumbass ever Finn: you are NOT Tae: UNDERCOVER DUMBASS HAHAJAHA Finn: D= Nemo: i'll still sound like a dumbass Finn: DD= Nemo: hopefully i'll be cute enough to make up for it Finn: you guys are making me sadddddddd Nemo: :kissing_heart: Tae: nemo ur the cutest it's ok tell him hes cute finn Nemo: im kidding finn i mean im not super smart or anything but im a fairy so who cares Finn: you're smart and funny and kind and cute? Nemo: oh jingles Nemo: i really wasnt trying Nemo: i didnt mean i mean i really was kidding !! Tae: yeah and I wanna be a cop and if you've seen any movies you dont have to be smart to do that either Nemo: now im blushing Finn: my friends are great! i just wanna hug you guys when you say stuff like that about yourself Finn: and we can talk about pots and kettles but i won't hear it Finn: today at least Nemo: also thats tru tae yah all cops are terrible except for hopefully one day u Nemo: well finny you ARE also smart and funny and kind and cute too Nemo: and kind of a bad ass wow Nemo: i promise i wont call myself a dumbass anymore Finn: i'll try to believe everything but the badass part lol Finn: but good :heart: Finn: YOU TOO TAE Tae: I promise I wont call myself a dumbass out loud anymore Tae: lmfao sorry Finn: -.- Finn: fine i guess Finn: sorry. i just really love you guys a lot Nemo: i love you too :slight_smile: Nemo: tae is just okay :slight_smile: Tae: that's me ok tae Nemo: what we call it Nemo: u Nemo: tae just ok moon Nemo: wow saying it like that was weird Tae: lmfao Finn: tae a great friend moon Finn: moon great friend yeongtae Tae: yeah I hate it too just put moon first white people it's not hard Nemo: omg ok is in tokki Nemo: tOKKi Finn: people should figure out how to say names right though Nemo: mine isnt actually hard im lucky Nemo: people butcher my appa's its awful Tae: tae is easy it's like Taylor's swift Finn: I think they'd butcher mine Nemo: Taelor Swift. Finn: but only my mom and aunt called me it anyway Nemo: tae yah thanks for giving me so many great nicknames for u Finn: taelor swift is good lol Nemo: wait finny u never told me your birth name? Tae: if u call me taelor swift i might kill everyone Nemo: i didnt realize you had one Finn: yeah I don't go by it so most people wouldn't xP Finn: dad said it was 'too hard' to say Finn: and they named me Finn Nemo: yeah i get it i dont go by nammin either Tae: i'm gonna pull a power move and use my goat's name Nemo: omg dont Nemo: tae yahasdfja Finn: isn't the goat just Finn: no wait never mind Nemo: dont get him started Tae: MY GOAT HAS A BEAUTIFUL NAME NEMO Nemo: i know that tae yah Tae: i'll just walk into class one day and pronounce myself Hanuelbyeolimgureumhaennimbodasarangseurouri Nemo: theeeeeeeeeere it is Finn: my eyes Finn: what am i trying to read Nemo: ha nuel byeol im gureum hae nnim bo dae sarang seurouri does that help Finn: i wish it did Tae: HAHAHA it's basically the most genius sibling win ever Tae: i named my goat something that basically means more lovely than the sun sky and stars which are, coincidentally, my sister's names HAHAHAHA Tae: it is my legac Finn: oh my god. i'm a lot slower on trying to read hangul and I got some of it Nemo: it IS pretty hilarious Finn: but not all Finn: wow Nemo: and the goat IS pretty sexy Tae: the sexiest goat Nemo: i want her to call me oppa Tae: HAHAHAHAHA Nemo: >) Finn: oh my god Finn: so is this gonna be Finn: 

Finn: not judging Finn: lol Nemo: whoa is that a movie about a romance between four men and a goat Nemo: humans are wild Finn: i honestly don't know. I just know this movie exists Tae: that's one i've actually never seen so i can't help Nemo: im gonna believe its a romance between four men and a goat Finn: should we find out? watch die hard and then Finn: a goat movie Nemo: i will watch anything so sure!! Tae: that's true he is a slut for movies Nemo: hey Tae: um i've seen more than u so Tae: i'm the biggest movie slut around Nemo [deleted]: well u werent called a whore so Nemo: lol true Finn: we could do a movie night at my place? Finn: or yours if you want Tae buttttt Tae: no yours is fine Nemo: if its yours i can play with pannieeeee Finn: i was about to brag and show a picture again Finn: i guess i don't have to Finn: xP Nemo: were u gonna show a picture of pannie!!! Nemo: you read my mind!!1 Finn: i mean Pannie is a treasure! i will definitely cuddle him for all scary things! Nemo: guess that means i gotta cuddle tae yah Nemo: sorry tae yah ur stuck with me Finn: guess so. we could both cuddle pannie too, i could share i guess Finn: check this out Finn: 

Tae: HIS SHIRT Nemo: AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH Finn: he gets to be stylish with me Nemo: U DID NOT Nemo: did u make that! Finn: of course! Tae: there is no way nemo will cuddle me now look at him Finn: well if nemo desperately wants to cuddle pannie i gueeeeess i could cuddle you tae if you're sad Tae: it's okay i'm a big strong man who doesn't need cuddles lmfao Neems: I CANT BELIEVE U MADE THAT Finn: oh. so you don't want to cuddle me? D= Finn: so very sad Finn: nemo cuddle me with pannie Neems: i will cuddle anyone who needs it tae yah knows im a big rotten coward Neems: HE LOOKS LIKE A GENTLEMAN Neems: sorry im still not over it Finn: =DDD Neems: u should make him a little tie :((( id cry Finn: ooooo that's a good idea Finn: i'll make him a black tie so he can feel fancy Finn: or black bow tie? Neems: both! Neems: one for the office one for special occasions duh Tae: tie the tie around his head so he looks like a karate master Finn: i think he'd just chew that off Finn: but i like the creativity Tae: thank u i'll be here my whole life Neems: tae the tie master moon Tae: omg that sound cooler than taelor swift i'll take it Finn: a bit wordy though. TTTMM Tae: just call me tm Tae: traDEMARK BITCHESSSSSS Finn: hahaha

[ishioda]

Doesnt make me wanna block you but if you dont mind, I'd kinda like to refute it lol I just dont see how recognizing that (nonasexual) teenage kids experience sexual attraction and are even having sex is the same thing as sexualizing children

id rather not discuss it too much if thats alright!! like im not op and my reblogging of the post was just an agreement bc i dont have the necessary means to make my own post on the subject nor do i feel like contributing my own opinion bc i just... dont want to? yknow?? i reblog posts i agree with rather than make my own takes on things bc i just dont have the energy to like dispute things, even if u mean well and would like to respectfully and civilly discuss it!! i appreciate that approach but im just like not ever in the mood for it really. im sure there are probably some replies to the post and similar posts with explanations? that could be much better than anything my dumb ass could ever say on the topic

i will say its just personally sorta shady to talk about kids experiencing sexual attraction and kids having sex while underage bc it doesnt... justify anything. kids having sex isnt a "gotcha! kids can have sex so that means kids can be ace" because its still not Normal for children to be having sex, if u understand?? like its a sorta predatory point to make when adults are bringing up "well kids have sex" when its a) not acceptable, regardless of if the fact they Are or not, its not normal and b) is literally none of ur business as an adult. its Incredibly shady and weird imo. also even if its "teenage kids" like it still...... is not relevant really? bc its a strange thing to bring up when ur an adult and those are still kids and have nothing to do with u except further ur own argument

(also! op mentioned that the real issue here is that kids can be gay and etc but not be ace, and thats true. i see a lot of replies on the post saying "well if they can be gay they can be ace", which isnt true and is homophobic bc this notion implies that being gay is inhrerently being sexual. gay children exist and are not inherently sexual because they are Children and being gay doesnt automatically equate to sex, hence the fact kids can be lgbt but they cannot be ace bc its not sex we're talking about here. i just though that might Help in the discussion bc kids being gay isnt sexualising them whereas implying that kids can be ace, and therefor other kids Are sexual, is very much... sexualising children. like thats lit what it is)

[punkscowardschampions]

Rio & Buster

Rio: Quick, gimme a place I could be going

Buster: Where do scumbag lads from the 24 holiday?

Rio: 😑

Rio: Safe to say nowhere that looks like the French Riviera

Rio: going somewhere without phone signal guys, no there won't be pics to show you when I'm back either, bye

Buster: For real though, you could say you've got a job somewhere

Buster: No tourist shots 'cause you're working so hard, like

Buster: Under lock and key serving those drinks

Rio: Hmm

Rio: might work

Rio: can just say it was shit when I come back after no time at all

Buster: When you're getting picking grapes at a vineyard but don't get picked by the man of your dreams 💔

Buster: You just can't get the daddies these days, babe

Rio: 😂 Shut up

Rio: clearly past it but you don't need to rub it in

Buster: You shut up

Buster: You're with me, you've never looked better

Rio: Firstly, that's the point, no I ain't

Rio: Stick to the story boy!

Buster: 😂

Buster: Didn't realise you were screenshotting this convo, like

Rio: Obviously

Rio: Everyone so highkey

Rio: Like no one's questioning Nance what she's really doing or who she's going with 🙄

Buster: If you wanna go gay so nobody questions why you're coming with me you probably should've put some groundwork in before now

Buster: Better go kiss some hot girls quick, like

Rio: Very subtle, babe

Rio: Been there, done that

Rio: still don't think it's gonna be bought

Buster: 😏

Buster: Have you actually?

Rio: 🙄

Rio: FOCUS

Buster: I am

Buster: On that

Rio: Thought you didn't like sharing?

Rio: Double standard, like

Buster: It was before me so I'm not

Rio: Hmm

Rio: Not dying to know all the hot lads I've kissed though are you 😂

Buster: We can compare numbers if you want, babe

Buster: No shame here

Rio: Knew it 😏

Rio: Posh boys

Buster: It's not my fault if half the boys at school are in love with me

Buster: Irresistible, aren't I

Rio: So charitable

Buster: Well, I was gonna take you shopping before we go but if you don't wanna then fine

Rio: I was being nice

Rio: 😇

Buster: I reckon you can be nicer

Rio: Fine

Rio: I'll tell you all about the hot girls

Buster: Yeah?

Rio: but first 💳 me

Buster: Fine

Buster: I was being purely selfish anyway, there's so much shit I need before we can go

Rio: Jokes, babe

Rio: Same though

Rio: Last year's bikini ain't gonna cut it

Buster: Honestly, you can't be showing me up even if you are safe from the socials

Buster: So tell me what you need

Rio: I ain't walking 50 paces behind you

Rio: even if you've got lanky ass legs

Buster: Please, I could get you to do anything

Buster: But there's no fun in that, you gotta walk in front if anything

Rio: Keep it up and I'm walking away fr

Rio: Birthday boy or nah

Buster: 😂

Buster: Try it, I'm faster than you, and I'll easily just pick you up and carry you away, babe

Rio: 😠 Try it

Rio: 👊

Buster: I will if I have to

Rio: I wouldn't if I were you, I couldn't find you anything special so I'm like half your present still

Rio: Keep me on side, trust

Buster: You're protesting too much. You know you'd love it

Rio: Shh

Rio: You're being very unhelpful when I'm sat here tryna swear blind I ain't going away with a lad

Buster: You should just admit you are

Buster: That way we don't have to keep the bruising to a discrete minimum

Rio: Effort though

Rio: creating a fake mans, easiest way to get caught out

Buster: I'm real

Buster: Just don't use my name or family tree, obviously

Rio: Work on my mates

Rio: Not sure if the fam is that dim

Rio: hmm, sounds vaguely familiar 😂

Buster: How many details do they need?

Buster: Fucking hell

Buster: None of your business fam 😂

Rio: You have no idea 🙄

Rio: Perks of avoiding 'em truly

Buster: All your exes drop in with a CV and blood sample or what, like?

Rio: Don't

Rio: You know my 'rents out here making 'em part of the fam when we're like 2 weeks in

Rio: irony not escaping me 😬

Buster: We're literally never telling 'em

Buster: I'd have to dump you

Buster: Christ

Rio: What have I been saying?

Buster: How the fuck have our parents got such different vibes?

Rio: I know, how did my Ma happen tbh? 😂

Buster: She fits in to this fam's whole touchy feeling mood

Buster: It's my 'rents who are keeping that professional distance

Rio: You reckon?

Rio: It's a pretty even split tbh

Rio: how often are we seeing Joe, like

Buster: True

Buster: But like, I told my dad the birthday plan, cool place, hot girl, and he hit with an eyebrow and moved on

Buster: Nan and Granddad spinning in the graves they ain't yet in

Rio: Don't jinx 'em like

Rio: but nah

Rio: I reckon they just reckon that's how you prefer it

Rio: Little enthusiasm wouldn't hurt, though

Buster: Maybe they used it all on Nance's ideas

Buster: Gotta make sure she doesn't dramatically throw herself into the sea or some shit

Rio: I'm telling ya

Rio: Gon' be sipping cocktails with a babe in some naff resort

Rio: Got you all so fooled with this artsy shit

Buster: 😂

Buster: Benidorm with a butch

Rio: I'm glad you went for that joke 'cos it's too soon for Costa Del Sol with a cougar, like

Buster: Don't start me on the whole MILF thing

Buster: 🙄

Rio: Poor Nance

Buster: You've gotta draw the line when she's got actual existing kids

Buster: I'm not trying to be that kind of daddy

Rio: Don't think she planned on bringing the kids along, like

Rio: So not part of the fantasy

Buster: Don't

Buster: Never say fantasy in relation to Nance again, yeah?

Rio: Got it

Rio: That's a line I'm fine not crossing, don't worry

Buster: Better be

Buster: If you tell me she's one of the hot girls you've kissed we're over

Rio: Don't be twisted

Buster: I'm just saying

Buster: No need to take the sibling rivalry there

Rio: Gross

Rio: safe to assume I ain't her type either, like

Buster: Unlucky babe

Rio: 💔

Rio: Guess you'll do

Buster: Fuck off

Buster: You love me

Rio: Yeah

Rio: you know

Buster: Say it though

Rio: I love you

Rio: Idiot

Buster: You better

Buster: I'm sharing my birthday with you

Buster: Haven't done that since I was a kid, cheers

Rio: Hey, I'm fine with a party bag, babe

Rio: All about you

Buster: I'm not gonna hit you with a slice of cake and send you on your way

Buster: Don't worry

Rio: Good to know

Rio: Bit of a trek for some Colin the catterpillar tbh

Rio: love you and everything but

Buster: 😂

Buster: You think my mum ever gave us that? Come on

Rio: And you tryna say they're so zoned out

Buster: Always ready to brag, every single one of us

Rio: You know I had the best though

Rio: 👸

Buster: 'Course

Rio: When ur first daddy just spoils you too hard, like

Rio: 💁

Buster: Explains a lot

Rio: wys boy

Buster: 😏

Rio: Rude

Rio: 😣 Imma stay here if you're not being nice

Buster: It ain't. You know I like it

Buster: Start shopping, babe, you'll see how nice I'm ready to be

Rio: Ain't even got your bday money yet baby

Buster: We're spending that when we're there

Rio: Exactly, so I got me

Buster: It's my birthday you have to do what I want

Rio: But

Buster: But nothing

Buster: I've got you

Rio: Okay

Rio: I won't argue

Rio: bday rules and all

Buster: Good

Rio: How many out out outfits do I need?

Buster: like 4

Rio: Right

Rio: I can make this work

Buster: No doubt

Buster: Not to sound like my sister but I swear I'm over my entire wardrobe right now

Rio: 😂

Rio: Any excuse

Buster: Babe you can laugh but what the fuck is some of this? Like seriously

Rio: 😏 I mean

Rio: sure I tried to tell you at the time

Buster: I find that hard to believe

Buster: You always manage to make yourself heard somehow

Rio: I know

Rio: Impressive, isn't it?

Buster: One word for it

Rio: Come on, ain't trying keep you quiet

Rio: say what you mean, babe

Buster: Don't distract me, I'm very busy 😏

Rio: Having a wardrobe crisis, sure

Rio: Promise, don't care what you're wearing

Buster: Alright, catch me in the finest the 24 has to offer

Rio: Hoping to catch you out of 'em like but alright

Buster: You don't need hope

Buster: Just determination

Buster: Have you thought of your lie yet?

Rio: Planning to be hard to get all of a sudden?

Rio: I'm just gonna not lie

Rio: but be vague, obviously

Rio: social media ban should keep from suspicion, been to enough places I can describe a generic hol, like

Buster: Well, you're always saying I'm vague and you'll know where I am if you need a hand

Buster: Have you been too enough places with shit WIFI to make that believable though?

Rio: 😩 idk

Rio: its stressing me

Rio: maybe you're camera shy

Rio: or ugly as hell

Buster: Baby calm down it's alright

Buster: This is meant to be a good thing, yeah?

Buster: Me and you together celebrating

Rio: I know

Rio: I'm sorry

Rio: Everyone can just respectfully fuck off for a bit

Rio: It'll be good, I will, promise

Buster: I love you

Buster: And we're gonna figure this out

Rio: I love you too

Rio: pisses me off 'cos it feels needless

Rio: I know we have to and it ain't but, shouldn't have to be this much of a drama

Buster: Yeah, I know

Buster: I know what I said about keeping your fam in the dark forever and tempting as it is, I swear it won't always be like this

Rio: Don't chuck me

Buster: Don't be an idiot

Rio: It's what you said

Buster: Come on

Rio: I know

Rio: this is why we ain't telling

Rio: talk about an awkward breakup

Rio: imagine if your 'rents had

Rio: did they ever think of that like, could hardly avoid each other

Buster: Maybe they did but they couldn't handle the awkwardness

Buster: Fuck staying together for the kids, they had to do it for the whole fam's sake, like

Rio: Oh my God

Rio: what I'm saying, really trapped themselves

Rio: 😬

Buster: If you get sick of me give me warning so I can move to another country, yeah?

Rio: 'Course

Rio: least I could do

Buster: Cheers

Rio: Promise I won't get all psycho Chlo about it either

Buster: Don't

Buster: I see her at school so often it's got me so jumpy every time I walk past a mirror I cross myself in case she appears

Rio: Yeah, that is shit

Rio: at least I don't HAVE to be anywhere Ryan is

Rio: can hardly walk out or tell her to leave

Buster: Yeah

Buster: Speaking of that cunt though, how's he been behaving?

Rio: Been pretty quiet

Rio: knock on wood, like

Rio: saw him in town once and he was his usual charming self but that was just chance so

Buster: Glad I don't have to waste a wish on that then

Rio: Definitely not

Rio: Lucky that, really don't fancy adding him to the list of people I gotta give the dl on where I'm going 😂

Buster: Lucky 'cause I don't fancy you getting mad at me when I knock him out, more like

Rio: Oh, babe

Rio: forget about him, I am

Buster: Sorry

Rio: Don't be

Rio: You're cute, and I wouldn't be mad on principle

Buster: I hate that I can't protect you from all his shit, that's all

Rio: I know

Rio: but it ain't that bad

Buster: I get that you can handle it, I'm not saying that, I just don't want you to have to

Buster: If I could be the protective boyfriend and warn him off everything would be fine but

Rio: Maybe but

Rio: maybe not

Rio: he's just a prick

Buster: Yeah

Buster: Fuck him, we don't need to talk about him anymore

Rio: Agreed

Rio: Maybe I can get a job out there

Rio: in the casinos, hmm

Buster: We're meant to be playing hard not working hard, babe

Rio: You know I gotta hustle

Rio: I'm over the angel fr

Buster: Get a London job when we get back, then I'll never have to miss you

Rio: That'd be nice

Rio: But we both know I can't

Buster: Lie to me

Buster: I want you here all the time

Rio: I wanna be with you all the time too

Rio: Again, one day

Rio: I think Drew would at least cover Indie's rent but she shouldn't be alone, she's still a kid

Buster: Yeah, I know

Buster: You wouldn't be you if you didn't look out for her

Buster: And I quite like you so

Rio: 😏 Steady

Rio: Don't get all mushy

Buster: 'Course not

Buster: Who do you think I am?

Rio: Was gonna say

Rio: slow down and wait for me if you've already started your celebrations, like

Buster: I wish

Rio: We'll be making up for lost time so soon baby

Buster: You gonna jump out of a cake for me?

Rio: Couldn't get Dad to bake me in

Rio: Spoilsport much

Buster: 😂

Buster: To be a fly on the wall for that convo, though

Rio: He knows I'm extra but

Buster: Unfair 'cause I'm always insisting you keep my secrets but you're such an open book, babe

Rio: I dunno

Rio: I kinda like it just being me who knows

Rio: How selfish

Buster: I'm well proud

Buster: You really are learning

Rio: Bound to happen eventually

Rio: So persistent, babe 😉

Buster: What can I say? You're worth putting the work in

Rio: 😚

Rio: Baby

Buster: I'm not going soft, don't worry

Buster: I'll be rude to you later, I'm sure

Rio: Be the rudest if you did go soft on me

Rio: Ultimate insult

Buster: Fuck that

Buster: I could never

Rio: Happens to the best of us, don't worry 😂

Buster: Shut up

Rio: Really, nothing to be embarrassed about babe

Buster: Are you trying to jinx me or what?

Buster: Good luck

Rio: Just giving you something to prove

Rio: you're so adorable when you're mad

Buster: You trying to say I've still gotta prove myself to you?

Rio: No

Rio: I'm saying I like it when you do

Buster: Yeah?

Rio: Yeah

Rio: been too long

Buster: I miss you too, babe

Rio: It's so stupid

Rio: not even gone yet and already thinking about how much I'll miss you when we're back

Buster: It's shit

Buster: But it'll be Christmas hols before we know it and nobody can bat an eyelid about us being together then

Rio: Hooray for forced family time, yeah?

Rio: Don't let anyone hear YOU saying that though, so suspect

Buster: You know I don't waste my time talking to any of that lot

Rio: Hmm

Rio: So bad 😏

Buster: I wonder if Nance will be in a better mood with me by then

Buster: Don't really wanna have to do a whole secret santa vibe

Rio: Season of goodwill

Rio: Can put hope

Rio: add it to your wishlist now, like

Buster: I'll start thinking about her gift soon

Buster: Go big or go home, literally maybe

Rio: Work on that Winter wardrobe

Buster: Maybe I can send her on another trip, get her out of my way and do a nice thing all at once

Rio: Maybe

Rio: Sure you don't wanna spend time with her though?

Buster: You're funny

Rio: I'm not joking, like

Buster: Well, it's still hilarious

Buster: I'm trying to get her on side not further off

Rio: Maybe it is running before you can walk

Rio: still, gotta start somewhere, babe

Buster: You do, you mean

Buster: You're well determined to sort this, aren't you?

Rio: Your relationship with your family?

Rio: Duh

Buster: You're cute

Buster: Annoying but cute

Rio: What, like you want it like this

Rio: Come on now

Buster: Like it matters how I want it

Buster: I don't get to fuck up and still call the shots

Rio: It does matter

Rio: and she's not renounced you

Rio: it ain't that deep

Rio: not quite

Buster: Whatever

Buster: I can't make her talk to me

Buster: She's not you

Rio: I'll lock you in a room like

Rio: she can be mad at me then instead

Buster: Don't you dare

Rio: 😂

Rio: Don't be a baby

Buster: Don't start

Buster: You were behaving

Rio: Only lasts for so long

Rio: Do something about it if you're mad

Buster: Nice try

Buster: I'm not gonna make it that easy for you to get what you want

Rio: 😒

Rio: I'm so offended

Buster: Don't be a baby

Rio: 😲

Rio: Touche

Buster: 😏

Rio: 😣

Buster: Are you giving up just like that, babe?

Rio: I'm very busy don't distract me

Buster: Touche

Buster: But you didn't listen when I said it, so don't expect me too

Rio: I'll leave you to it then

Rio: So sorry

Buster: Don't

Rio: Sure?

Buster: Stay

Rio: 'Course

Rio: You don't want a kitten, do you?

Buster: You've got so many jokes today

Rio: We're giving Nancy one

Rio: Ma found a pregnant cat

Rio: they're so cute

Buster: 'Course she did

Buster: Sounds like you want me to have one so you can, babe

Rio: Shh

Rio: stop foiling my plans

Rio: [pics]

Buster: I'm not raising a baby with you

Rio: Cats are so low maintenance

Rio: it will keep you company

Buster: Good for them 'cause I ain't

Buster: Also not lonely, like

Rio: Boo

Buster: Take one for Indie, I'm sure she'd be buzzing

Buster: So would the cat if they can get high, like, but

Rio: I'm definitely not giving you one now

Rio: don't get a cat stoned, you monster 😂

Rio: and Indie wants a dog

Buster: Dogs can definitely get high, right?

Buster: Sure I've seen that online before

Buster: Indie'll have to clean up her act

Rio: We'll see if that's strong enough incentive

Rio: I doubt it but

Buster: Yeah

Buster: She'd have to get pregnant to make that stick I reckon and nobody's ready for that

Rio: Don't even play

Rio: Jesus

Buster: Just saying

Buster: Unlikely you'll be taking care of a puppy or kitten any time soon

Rio: We can have a dog

Rio: not like she's gonna be blowing smoke in the poor things face

Rio: so dramatic

Buster: You don't reckon you've got enough responsibility with her and the flat?

Buster: More fool you

Rio: Only got to walk and feed it

Rio: waaayyy easier than Indie

Buster: True

Buster: What isn't though?

Rio: Bless her

Buster: Maybe I can throw a kitten Chlo's way

Buster: Properly distract her

Buster: She'd probably call it a love token though, yeah?

Rio: Um yeah

Rio: may as well wife her now, like

Rio: no no

Rio: and she ain't having one of mine 😒

Buster: What so you're gonna keep them all?

Rio: Have you been to my gaff?

Rio: Probably 😂

Rio: if Ma knows people who might want 'em then they'll go

Buster: I can't believe you're giving my sister one

Rio: She's so buzzing

Rio: Easy bday present forreal, unlike some

Buster: I thought you were my present

Buster: So unless you're gonna be difficult

Rio: I had to get you something

Rio: Don't get too excited though

Rio: well, can about me

Rio: standard 😉

Buster: I was gonna say

Buster: Don't do yourself down, babe

Rio: Please

Buster: I mean, do put the work in still

Buster: As much as I miss you, you've still gotta bring it

Rio: When have I ever done anything less?

Buster: I can't lie, you ain't yet but you know

Buster: You might get bored of all this

Rio: You gonna stop bringing it too?

Rio: 'Cos that's the only way that's happening

Buster: Please

Buster: That shit's impossible

Rio: Glad to hear it, babe

Buster: I love you

Rio: Love you

Buster: I wish we could go now

Buster: With or without your fam's need for details being satisfied

Rio: Me too

Rio: I don't care no more

Rio: think I'm drug trafficking if you like

Rio: save the intervention 'til I'm back, though

Buster: 😂

Buster: Seriously, it's bad enough that I can't brag that I'm with you day to day, on my birthday when you're the gift that keeps giving, I should be able to

Rio: Babe

Rio: You're so cute

Buster: Shhh

Buster: You know I'm speaking the truth

Buster: So over not being able to pose with you ever

Rio: I know

Rio: Me too

Rio: but it's still worth it

Buster: 'Course

Buster: Don't ever think I'm saying it ain't, yeah?

Buster: Unless I actually do, but that's not happening

Rio: Got it

Rio: When do you reckon we can tell people

Rio: or if we should

Buster: I'll tell them now if you want

Buster: Just say the word

Rio: You don't wanna do that

Rio: time for celebration yeah

Buster: I want you

Buster: It's too late for them to take their gifts back if they ain't still in the mood to celebrate

Rio: Priorities

Buster: When do you wanna do it? Sat around the Christmas tree, like?

Buster: There's never gonna be a good time

Rio: Exactly

Rio: I'm scared

Buster: I know

Buster: But whatever happens, you're safe with me

Buster: I'm not going anywhere, not without you

Rio: Yeah

Rio: I feel it, I really do

Rio: We'll think about it, but we've got fun to have first, like

Buster: Just think, they can't all hate us, there's so many of them, that's basic probability, yeah? Someone's gotta be alright with it

Buster: It's not like any of the fam actually have room to judge anyway

Rio: It's a number's game, yeah? 😂

Rio: Already thinking like you in that casino

Rio: I don't want any of them to hate us, is the issue but you know

Rio: gotta be real

Rio: it's too hard to live like this and think it's forever, nah

Buster: You know it, babe 🎲 I'm so ready

Buster: Yeah, but I don't reckon anyone will

Buster: Not with all the shit this fam has been through already

Buster: And like you said, even if there's drama, it's gotta be done

Rio: Same 💃

Rio: I don't wanna think about it anymore, distract me

Buster: Okay baby

Buster: [Sends pics]

Buster: Think about me

Rio: How could I think about anything else now? 😻

Rio: Why you so good

Buster: Spending too much time with you, obviously

Rio: I mean #myinfluence

Rio: Your nude game has no doubt gone ⬆

Buster: Doing yourself a favor is the ultimate selfishness

Buster: Well done

Buster: So proud

Rio: See? I knew what I was doing all along 😚

Rio: Basic rules of karma, send good nudes and you shall receive

Buster: I'll ignore the implication that my angles were for shit before, yeah?

Buster: 'Cause when you asked for a distraction I don't reckon you wanted a fight

Rio: Come on 😏 Gimme that

Rio: you can say you've my fair lady'd me if you want

Buster: I'll let you have it 'cause I know I wasn't trying for the girls in this postcode

Buster: If you promise not to get too fancy on me

Rio: I'm not gonna be the one to call myself a bit of rough but we all thinking it

Buster: I was gonna say real

Buster: But alright

Rio: I prefer that

Buster: Whatever we're calling it, it's working for me

Buster: I like you

Rio: Works for me

Rio: You're not so bad yourself too so

Buster: Yeah, I know

Buster: 😏

Rio: Letting you have it

Buster: What else are you gonna let me have before it's officially my birthday?

Rio: Not your presents, if that's what you're thinking

Buster: Come on

Buster: I'll act proper surprised on the day

Rio: 😏

Rio: Was about to doubt your acting ability but we've pulled this off so far so maybe you can be trusted

Buster: No need to ever doubt me, babe

Buster: I'm that good

Rio: Okay, just one, like

Rio: Mum enough for you? 😂

Buster: 😂

Buster: OG MILF

Buster: Nance missed a trick there

Rio: It's frankly insulting

Rio: she's seen me in peak ma action and still not feeling it

Buster: Poor baby

Buster: I got all the good taste, that's all

Rio: 😻

Rio: Gonna let you have that too, not just to save my ego

Buster: You know it's true too

Buster: You've always been my type, babe

Rio: Yeah?

Buster: Yeah

Buster: Don't let the torture like kiss fool you

Buster: I reckoned it was gonna be my finest moment, at the time

Rio: It was perfect

Buster: Babe

Buster: Don't lie

Rio: I mean

Rio: obviously it wasn't the most technically perfect but

Rio: I'm glad it was you

Buster: Me too

Buster: My mum and dad talk a lot of shit but there's something to be said for having firsts with someone

Buster: Someone you actually want

Rio: Yeah

Rio: never good to look back on someone you've been with and really think, what the fuck

Buster: I've got enough of them without adding you to the list

Rio: Same frankly

Rio: Gotta try and keep the number down

Buster: Exactly

Buster: Why I don't do repeats

Rio: Well, the idea is repeat when you like 'em

Rio: not guaranteed you won't regret but you know, better odds in that category

Buster: 'Course

Rio: Have you ever slept with the same person more than once though?

Rio: Surely

Buster: Yeah. You

Buster: I mean, when I was a kid I did all my firsts with the same girl but once we fucked she chucked me so

Buster: Lesson learned

Rio: Awh

Rio: How mean

Buster: She regretted it

Buster: Not my bad, like I was obviously incredible but

Rio: Naturally

Rio: Nah, most people do

Rio: well, from what I can gather, the girls do and the boys were just scared then underwhelmed by it all

Rio: oh god, do not take me back, like

Buster: Same

Buster: Granted there's a lot of shit I could and would do better or not bother doing in the first place but like

Buster: Nah

Rio: Yeah, can't waste your time on that

Rio: who knows who or where you'd be now if you did it different, like

Buster: Cunt then, cunt now

Buster: It doesn't matter

Rio: Shut up

Rio: You are not

Rio: and you weren't that bad, anyway, we're all entitled to that phase

Buster: You're so biased

Buster: Just always loved me

Buster: Can't get enough of it

Rio: 😏

Rio: Why do you want me to think you're a cunt so bad, honestly

Buster: 'Cause I am

Buster: And you're too smart to buy into my bullshit, yeah?

Rio: I am

Rio: but you might not be if you're actually convinced you're a bad person, like

Buster: I'm not saying I'm 😈 just that I ain't a good person, let's be honest

Buster: Chlo reckons you can't buy class but what you can't buy is a decent set of morals

Rio: You are

Rio: You've just done some shit things and who hasn't

Buster: Like I said, you're shamelessly influenced by your 😍

Buster: I'm not mad about it though

Rio: 😑

Rio: No

Buster: Don't get mad about it yourself

Rio: I'm not mad just

Rio: You should know you aren't a bad person

Buster: Give me another year of being stuck here being a cunt first

Buster: 'Cause I know there ain't much I can do about that

Rio: That don't count, they don't deserve nice things or you

Buster: Stay with me though, yeah? Even though you do

Rio: I will because you are

Rio: You're good where it counts

Rio: and you're gonna make things up with Nancy you know

Buster: I'm gonna try

Buster: Patience is one thing I am good at, like

Buster: Get it done in the end

Rio: Exactly, you wouldn't give a shit if you were an actual cunt

Buster: I'm sure not every cunt is an only child, babe

Buster: She's still my sister

Rio: Stop fighting it

Rio: Accept your 😇

Buster: Alright

Buster: But only 'cause I'm hoping it means you get to be 😈

Rio: Might make an exception for you, babe

Rio: 'cos you know, I'm practically perfect in every way, like

Buster: Yeah

Buster: Perfect for me, which means you know when to be good and when not to

Buster: So please

Rio: Okay

Rio: I'm convinced 😈

Buster: Glad to hear it

Buster: Call me until I'm convinced too

Rio: 🤤 Sir yes sir

[thatsjustsupergirl]

enchntedapril ha respondido a tu publicación “ur post about fic & racism in the supergirl fandom really got me...”

I get the parts about Jimmy vs Mon-El, but the rest? Not so much. Since when has Sanvers NOT been huge? I see tons and tons and TONS of Sanvers fics, and let's keep in mind that Alex is not the main character. I don't know what you're talking about re:Floriana being or not being white having anything to do with her popularity. In fact the only criticism I saw was, as you say, about Floriana not being ENOUGH of a WOC. Roulette fic? M'gann??? Seriously?

Why the heck would there be Roulette fics? Perhaps the reason has less to do with race and more to do with the fact that she was a relatively poorly written character in two measly episodes? Likewise, M'Gann was never a main character, and if anything, I would pair her with J'onn, but the fandom (at least as represented on AO3) seems much more devoted to wlw pairings.

Personally, I'm a huge Sanvers shipper, as well as Kara/Lena, Kara/Cat and canon endgame Kara/James. I'm not even sure why any of this is an argument. Pairings between characters who rarely have shared screen time are simply never going to be as popular as those that do.

Also, where is Maggie being demonized within the fandom?? Apparently I'm blissfully unaware...

Sooooooo lemme kick this off with a seemingly-unrelated story, since “well-meaning” skeptics like you are the reason I started doing all this data-tracking in the first place:

Several years ago I took my daughter on vacation to a country where I used to live, speak the language fluently, and racially blend in. We went out to dinner the first night and the waiter didn’t give me my change when I paid the bill, then seemed annoyed when I asked for my money. It was a holiday and busy, so I shrugged it off. 

Except then it happened again the next morning at breakfast. And then again at lunch, where the waiter tried to give me the bill for another table that had ordered multiple bottles of alcohol and some seafood platters, when all I’d bought was two sandwiches and a Coke. At this point I was getting pissed off, because what the hell, I speak fucking Spanish and in ten years of traveling to this region I’d never had this happen before.

The next day, all of these mysterious “accidents” with trying to rip me off miraculously stopped. And when I figured out why, I got even more pissed off. Know what happened? My daughter had started wearing her sunglasses and people couldn’t see her eyes anymore. (She’s Asian. I’m not.)

Like. Whether it was malicious or not, people were straight-up ignoring my visibly local-ass face, hair, and accent like I wasn’t even there and fixating on the fact that my kid looked foreign, then treating us as they would have if she had been alone. That is how implicit racism works: there are always plenty of ~reasonable excuses~ for it when you’re not the one it’s happening to.

So congratulations, just because *you personally* don’t perceive fandom racism on your very narrowly-curated tumblr dashboard doesn’t mean it doesn’t exist -- or that you have any right to dismiss the hundreds of other people who see it for what it is.

Also, I am confused as to where you think anyone is arguing, or that this is even something to argue about. It is a fact that implicit racism affects fan behavior and preferences, just like it affects our behavior everywhere else. @diversehighfantasy made some excellent additions to my post with examples of how this behavior plays out across multiple fandoms in multiple ways. There is plenty of literature on this problem of racism by fans within the field of fan studies. None of this is an opinion. It’s a fact.

And the fact that you’re so quick to defend the disparity by a) scoffing off the idea that anyone might find Roulette shippable in the first place; b) suggesting that M’gann’s relative lack of screentime is the only factor explaining the general lack of interest in her; and c) throwing up “but everyone’s into femslash” as an excuse for the lack of black het pairings when I’ve spent the better part of a year and a half tracking this fandom and can tell you, with detailed references, that you are wrong ... says a whole lot about you, none of it flattering.

It also says that you don’t follow my tumblr, because I don’t write things I can’t back up. And thanks for telling me there’s lots of femslash like I don’t already know.

Let’s go through this step by step, shall we?

“I see tons and tons and TONS of Sanvers fics, and let's keep in mind that Alex is not the main character”

1) High five for your use of hyperbole, but here are the actual AO3 numbers from March:

2) Despite how hard CW keeps trying to change this, Alex is still the co-lead of the show. She has the most screentime after Kara. The amount of fics featuring each of them as a romantic lead is roughly proportional to their levels of screentime. (49% less time vs. 44% less fic)

3) There was a mass migration of queer fans explicitly because of Alex’s coming out arc that inflated the interest in her character. How do I know this was an inflation? Because S1 fans did not move away from their old ships -- output for every other femslash ship has stayed consistent since S1 ended. (Supercat is at 1/2 scale so it fits on the graph.)

“I don't know what you're talking about re:Floriana being or not being white having anything to do with her popularity.”

You say this like I didn’t explicitly note in my original post that I had the data to back myself up re: the drop in interest in Sanvers. Here you go:

This graph is on a log scale, aka it’s showing growth exponentially so it’s easier to make comparisons and see trends. Sanvers, when it first appeared onscreen, had the quickest growth of any Supergirl ship to date. And yet, there’s a sharper-than-expected publication slowdown throughout November of 2016.

That’s because this appeared on October 26th:

So, yes, the race/ethnicity clusterfuck did have something to do with the popularity of the ship. People backed off writing the pairing. I mean, I can explain further why the legitimate criticism from latina fans re: Kreisberg’s racist assumption was advantageous to racist people uncomfortable with Maggie’s clearly nonwhite skin color, but this post is long enough as it is. Moving on...

“Roulette fic? M'gann??? Seriously? Why the heck would there be Roulette fics?”

Gee, I don’t know, enchantedapril, maybe because there are published romantic and/or smutfics for all of the following:

Kara and Max Lord

Kara and Livewire

Kara and Silver Banshee

Alex and Max Lord

Alex and Silver Banshee

Alex and Cat Grant

Cat and Livewire

Cat and Astra

Lucy and Alura

J’onn and Jim Harper

J’onn and Clark

J’onn and Mon-El

Kara and Eliza

Kara and Non

Kara and Clark

Assorted threesomes of the above

Come on. Even your dismissiveness at the idea that people might see Roulette as desirable or interesting reeks of prejudice. And your incredulity over anyone thinking M’gann might be a ship-worthy partner is just gross. To put your comments into perspective: by 2x12, which aired in February, M’gann had racked up more screentime than Lena. And yet, by the end of January there were exactly four shipfics featuring M’gann on AO3 (zero of which included J’onn), compared against 1162 for Lena.

And to counter arguments about screentime proportions making a difference: Alex has had more scenes & time with M’gann than with Lena, yet there are 11 Alex/Lena fics and zero Alex/M’gann ones. There are also more femslash fics about Alex and her friend from high school than there are about Lena & Veronica Sinclair.

So, nice try.

“Pairings between characters who rarely have shared screen time are simply never going to be as popular as those that do.”

Ah, yes, and this is why Lucy Lane and Kara’s dead mother, who have never met onscreen, have more shipfics about them than multiple WOC from Season 2 who directly interact with main characters. This is why Karolsen flatlined for months, but Karamel took off like a rocket, and why there’s more fic of Winn & Mon-El than Winn & James. Like, if you’re going to make this basic argument, maybe crawl out of your Tumblr bubble a little more often, because multiple people in the fandom have started researching this shit specifically to refute people like you who insist that we’re exaggerating or imagining things. There is literally more shipfic on AO3 about Kara's terrorist uncle than there is about M’gann and anyone.

“Also, where is Maggie being demonized within the fandom??”

I don’t read a lot of Supercorp, which is where it tends to crop up most often, but here’s one example (in which the OP respectfully listened to people’s concerns and reworked their idea).

“Apparently I'm blissfully unaware...”

tl;dr: yay for being ignorant?

[nonbinary-support]

What are the terms one might see used as pronouns for a non-binary person, as a variation on they? Do these terms relate to certain identities (eg. Zim=a gender or something)? Finally, specifically to someone who uses one of these pronouns, I was just wondering why you use those? Obviously I mean that respectfully, I've just never met someone who uses those terms and I was wondering why one might? Thank you!

google itpronouns are inherently nongendered but society has a different mindand also none of ur business-Mod Virgil

[reedrothchildaviation-blog]

GE trying to get case dismissed.

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

M & M HART LIVING TRUST, individually and on behalf of all others similarly situated,

Plaintiff, v.

GLOBAL EAGLE ENTERTAINMENT INC., DAVID M. DAVIS, THOMAS E. SEVERSON JR., and MICHAEL ZEMETRA,

Defendants.

Case No. 2:17-cv-01479 PA

DEFENDANTS’ MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF THEIR MOTION TO DISMISS PLAINTIFF’S AMENDED CLASS ACTION COMPLAINT

Hon. Percy Anderson Courtroom 9A

Hearing Date: July 17, 2017 Hearing Time: 1:30 p.m.

Action Filed: February 23, 2017 Trial Date: Not set

Defendant Global Eagle Entertainment Inc. (“Global Eagle” or the “Company”) and Defendants David M. Davis, Thomas E. Severson Jr., and Michael Zemetra (collectively, the “Individual Defendants”) respectfully submit this Memorandum of Points and Authorities in support of their Motion to Dismiss Plaintiff’s Amended Class Action Complaint (the “FAC”).

PRELIMINARY STATEMENT

Plaintiff claims Defendants committed fraud by waiting until February 2017 to tell investors that Global Eagle’s 2016 Form 10-K would be delayed due to, inter alia, its increased size and complexity following a major acquisition and certain material weaknesses with respect to its internal controls. This claim fails because Global Eagle timely and repeatedly disclosed its material weaknesses and warned the market that it faced potential filing delays. Moreover, Plaintiff fails to plead any facts showing Global Eagle should have made this disclosure any sooner than it did.

Global Eagle provides satellite-based connectivity and media content to its customers. Since its inception in 2013, the Company has grown rapidly (in large part by acquisition) and has expanded from its initial customer base—airlines—to also provide connectively, content, and media services to ships and remote land locations. As often happens with fast growing companies, Global Eagle has faced certain challenges associated with its growth. In particular, since 2013, it has reported certain material weaknesses with respect to its control environment, as its Finance Department and related personnel have endeavored to keep up with its growth in scope and scale. Importantly, none of these material weaknesses has ever required a restatement of the Company’s prior financial statements, and the Company has devoted considerable resources to remediating these issues.

On July 27, 2016, Global Eagle acquired Emerging Markets Communications, a company focused on maritime and remote land connectivity. This was Global Eagle’s largest acquisition to date. On February 21, 2017, the

Company announced executive management changes and disclosed it would be late in filing its 2016 Form 10-K Annual Report due to, inter alia, the impact of the EMC acquisition on its financial reporting processes and the need to undertake additional accounting procedures as a result of its previously disclosed material weaknesses. The Company’s stock price declined and this suit soon followed.

Plaintiff alleges, in conclusory fashion, that Defendants “misled investors about the success of the [EMC] acquisition” and “failed to inform investors that their internal controls were in shambles and that Global Eagle was never capable of successfully acquiring EMC.” FAC ¶ 4. Plaintiff assert claims for securities fraud in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Even though the FAC is Plaintiff’s second effort to state a claim in this matter, it is woefully deficient and should be dismissed with prejudice for the following reasons:

No Misstatements or Omissions: The FAC fails to adequately allege any false or misleading statements or omissions. Plaintiff identifies no facts showing the challenged disclosures were false or misleading when made. Also, most of the FAC’s claims relate to forward-looking statements that are protected by the PSLRA’s “safe harbor.” Moreover, the FAC fails because Global Eagle carefully disclosed the material weaknesses and associated risks of delay that it is accused of concealing. In sum, Plaintiff’s allegations are nothing more than an assertion that Defendants should have disclosed certain information sooner (primarily, the delay in filing the 10-K), without any facts suggesting Defendants were able to do before they did. Such fraud-by-hindsight pleading should be summarily dismissed.

No Strong Inference of Scienter: The FAC also fails to plead facts giving rise to the required “strong inference of scienter.” In fact, Plaintiff pleads no particularized facts supporting a finding that any defendant engaged in intentional or even reckless wrongdoing. Instead, Plaintiff relies on (i) boilerplate allegations that are routinely rejected; (ii) the announced departures of certain executives, with no facts tying these departures to the control deficiencies at issue; and (iii) an ill-

conceived theory that Defendants sought to increase their 2016 bonuses by inflating 2016 earning guidance, without any allegation that the Company ever paid a bonus based on guidance, any explanation of how 2016 bonuses were supposedly calculated, or any indication that such bonuses were even paid at all.

This is precisely the type of case that Congress intended to eliminate when it passed the PSLRA. Because Plaintiff alleges no actionable facts as to either falsity or scienter, the FAC should be dismissed in its entirety and with prejudice.

BACKGROUND The Parties: Global Eagle provides media content, connectivity and digital

media solutions for the global travel industry. See ¶ 21.1 Davis was the CEO and a director of Global Eagle from July 2014 until February 20, 2017. ¶ 14. Severson was the CFO of Global Eagle from August 2016 until February 20, 2017. ¶ 15. Zemetra was the Company’s CFO from November 2014 until August 2016. ¶ 16.

Global Eagle’s Rapid Expansion: Global Eagle’s business began in 2013 with the acquisition of two airline connectivity and media content businesses. RJN Ex. C (2015 10-K) at 11. Since 2013, Global Eagle has expanded beyond its initial core businesses through multiple acquisitions, and has grown rapidly.

Global Eagle Revenue (in millions)

2013A 2014A 2015A

See RJN Exs. C (2015 10-K) at 3-12, 37 & M (Q3 2016 Earnings Call Tr.) at 7. 2013-2015: Challenges Associated With Rapid Growth: One consequenceof Global Eagle’s acquisition strategy has been the significant stress placed on the Company’s Finance Department. In particular, Global Eagle’s Finance Department has not scaled as quickly as the Company itself, impacting its ability to timely account for Global Eagle’s expanding business. Global Eagle repeatedly disclosed this challenge to investors. In its 2013 and 2014 Form 10-K Annual Reports, Global Eagle reported several material weaknesses, including those related to “timely . . . financial statement close,” “[a]ccounting for business combinations . . . [and] taxes” and “manual controls . . . at certain subsidiaries.” See RJN Exs. A (2013 10-K) at 22-23, 59-61 & B (2014 10-K) at 23, 65-66. These are process deficiencies, and Global Eagle did not restate its previously reported financials in these periods.

In its 2015 Form 10-K, filed March 17, 2016, Global Eagle disclosed a single material weakness (an improvement from four in 2013 and two in 2014) regarding the “timeliness of financial reporting” due to “a lack of a sufficient number of personnel to execute a timely financial close and properly accumulate certain analysis and reconciliations consistently in a timely and accurate manner.” See RJN Ex. C (2015 10-K) at 23, 65-66. The Company particularly noted its challenge with analyses related to “certain manual controls,” reflective of the fact that certain of its acquired businesses’ financial results needed to be manually consolidated. Id. at 65.

Global Eagle sought to remediate the issues it experienced. For example, Global Eagle stated that “[d]uring 2016, our management is committed to remediating the material weakness through continuing training of personnel, improving the timeliness of our accounting close process, and continuing to enhance our financial review controls.” See id. at 66.

While taking steps to address the issues, Global Eagle provided no assurances to investors that the challenges it faced from 2013-2015 would not recur. Instead, it repeatedly gave detailed warnings to investors about this very issue. For example, the Company stated in its 2014 and 2015 Form 10-Ks that it “may engage in further acquisitions . . . to augment our growth” and warned that such acquisitions “could prove difficult to integrate, disrupt our ongoing business, . . . or have an adverse

effect on our results of operations.” RJN Exs. B (2014 10-K) at 24-25 & C (2015 -4-

  Id. (emphasis added).

  In its 2015 Form 10-K, Global Eagle also warned investors that it might

 “need to expend significant financial resources to remediate” its control issues and  cautioned that “we may not be able to produce timely and accurate financial

  statements,” which may cause “investors [to] lose confidence in the accuracy and

  completeness of our financial reports” and that “the market price of our securities

  could decline.” RJN Ex. C (2015 10-K) at 23.

  2016: Acquisition of EMC: On July 27, 2016, Global Eagle completed the

 acquisition of Emerging Markets Communications (“EMC”), a leading provider of  communications services to maritime and hard-to-reach land markets and the

  Company’s largest and most significant acquisition to date. Global called this a

 “transformational acquisition.” RJN Ex. I (July 27, 2016 8-K) at 2. The Company  made specific risk disclosures in connection with the EMC acquisition, warning 

 about a number of “risks and uncertainties” including about: its “ability to

 successfully integrate EMC and achieve synergies therefrom,” a “delay or inability

of the combined company to realize the expected benefits and synergies of the transaction,” and “execution and compliance costs relating to new regulatory and

 compliance frameworks.” RJN Ex. H (May 9, 2016 8-K) at 5. Global Eagle’s Form

 10-Q filed on August 9, 2016, two weeks after the deal closed, also warned about

 risks to “integrat[ing],” “realiz[ing] expected benefits and synergies” and

 “disruptions from the EMC acquisition.” RJN Ex. D (Q2 2016 10-Q) at 32. -5-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

“distraction of management”;

“delays associated with or resources being devoted to” acquisition

related activities;

• “difficulty integrating . . . the acquired business”;

• “difficulty integrating the financial results of the acquired business in our consolidated financial statements”; and

• exposure to risks related to “controls in the acquired business”

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 11 of 30 Page ID #:368

 Global Eagle’s Timely Disclosure of Further Internal Control Issues:

 Several months after the EMC transaction closed, Global Eagle disclosed that it had

  identified certain additional control deficiencies. Specifically, in a Form S-3 filed

  on October 11, 2016, the Company noted additional material weakness, including

 those related to the “design of controls with the appropriate precision and

  responsiveness to address risks relating to the accuracy of financial information

 being reported by WOI” (one of its 2015 acquisitions) and the “design . . . timely

  and effective implementation . . . [and] [e]ffective monitoring of our controls.”

9 RJN Ex. F (Oct. 11, 2016 S-3) at 7. These issues were reiterated in the Company’s

  November 9, 2016 Form 10-Q for quarter ended September 30, 2016. ¶ 62.

  The Company explained that the EMC acquisition had:

16  RJN Ex. E (Q3 2016 10-Q) at 67. It also disclosed that it had identified a similar,

  but additional weakness in income tax accounting, arising from a lack of “a

occupied significant resources of our personnel who are also responsible for the performance of important controls. Due to our focus on this transaction and the lack of sufficient qualified resources, we failed to execute certain control and monitoring activities timely, and at a sufficient level of precision to address the risk of material misstatement to our financial statements

 sufficient number of personnel in the income tax function resulting in an untimely

  execution of internal controls.” Id.

 The Company then explicitly warned investors in both of these filings that:

• “We may need to expend significant financial resources to remediate these material weaknesses”;

  See RJN Ex. F (Oct. 11, 2016 S-3) at 7-8 & E (Q3 2016 10-Q) at 68 (emphasis

  added).

-6-

• We “may also identify additional material weaknesses in the future.”

• “If we are unable to remediate these material weaknesses . . ., the accuracy and timeliness of our financial reporting may be adversely affected.”

• If we are “not be able to produce timely and accurate financial statements . . ., the market price of our securities could decline[, etc.]”

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 12 of 30 Page ID #:369

1  Global Eagle Announces 10-K Filing Delay: Three months after issuing the

2  warnings discussed above, Global Eagle announced that it would delay the filing of

3  its annual report on Form 10-K for the year ended December 31, 2016. The

4  Company in part cited: “its increased size and complexity after the [EMC

5  acquisition] and its need to complete additional financial-closing procedures

6  associated with the Company’s material weaknesses in internal control over its

7  financial reporting.” RJN Ex. K (Feb. 21, 2017 8-K) at 2.

8  The Company also announced that it had appointed a new Chief Executive

9  Officer, Jeff Leddy, an experienced industry executive and long-time Board

10  member; the Company’s CEO, Defendant Davis had “resigned . . . to pursue other

11  endeavors” and would “continue to support the Company as a consultant during a

12  transition period”; and the Company’s CFO, Defendant Severson had also resigned.

13  Id. at 1. On March 13, 2017, Global Eagle announced that its Chief Accounting

14  Officer would be resigning his position on April 14, 2017. ¶ 74. Neither any

15  statement by the Company nor any other fact alleged in the FAC suggests that these

16  personnel changes were implemented as a result of the 10-K filing delay or the

17  associated material weakness issues.2

18  Plaintiff’s Claims: Plaintiff alleges that Defendants “misled investors about

19  the success of the [EMC] acquisition” because Global Eagle later disclosed that it

20  “would be late in filing its Annual Report for 2016” in part “due to the acquisition

2 On March 16, 2017, the day after its 10-K filing deadline, Global Eagle filed a Form 12b-25 with the SEC, which informed investors that it expected that its subsequent Form 10-K would include the “[m]aterial weaknesses that the Company previously reported but has not yet fully remedied” and certain additional material weaknesses. RJN Ex. G (Mar. 16, 2017 Form 12b-25) at 2.

Global Eagle also held a conference call with investors on April 18, 2017, during which CEO Jeff Leddy stated that the changes in the CEO and CFO position were “not a result of any fraud or misconduct” but instead were based on a decision about who was best to lead the Company going forward. RJN Ex. N (Apr. 18, 2017 Tr.) at 3. In that call, both he and the Company’s CFO, Paul Rainey, emphasized that there was no evidence of any fraud or irregularity associated with the Company’s financial statements. Mr. Rainey further stated that “based on the information available to us as of today, we do not believe that we will have to restate our financials or EMC stand-alone financials for any prior period.” Id. at 7. Mr. Rainey also set a target date of June 30, 2017 to file the delayed 10-K. Id. at 6, 7.

-7-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 13 of 30 Page ID #:370

1  of EMC,” and that its “internal control[s] were not effective as of December 31,

2  2016.” ¶¶ 4-5. Plaintiff alleges that Defendants made false statements about:

7  Plaintiff further alleges that “Defendants failed to inform investors that their internal

8  controls were in shambles and that Global Eagle was never capable of successfully

9  acquiring a company the size of EMC.” ¶ 4; see also ¶¶ 25, 36, 39, 44.

10  ARGUMENT

11  To survive a motion to dismiss under Federal Rule of Civil Procedure

12  12(b)(6), Plaintiff’s complaint must “contain sufficient factual matter, accepted as

13  true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556

14  U.S. 662, 678 (2009). Conclusory allegations and legal conclusions “are not entitled

15  to the assumption of truth.” Id. at 679. Instead, Plaintiff must allege “plausible

16  grounds to infer” that its claim rise “above the speculative level.” Bell Atlantic

17  Corp. v. Twombly, 550 U.S. 544, 555-56 (2007).

18  Plaintiff’s securities fraud claim must also satisfy both the heightened

19  pleading obligations of Federal Rule of Civil Procedure 9(b), which requires that

20  Plaintiff “state with particularity the circumstances constituting fraud or mistake”

21  and the “more exacting” pleading standards of the Private Securities Litigation

22  Reform Act (“PSLRA”). See Zucco Partners, LLC v. Digimarc Corp., 552 F.3d

23  981, 990 (9th Cir. 2009). The PSLRA requires that Plaintiff “specify each statement

24  alleged to have been misleading, [and] the reason or reasons why the statement is

25  misleading.” 15 U.S.C. § 78u-4(b)(1)(B). The complaint also must “state with

26  particularity facts giving rise to a strong inference that the defendant acted with the

27  required state of mind.” 15 U.S.C. § 78u-4(b)(2)(A).

28

-8-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Global Eagle’s integration of EMC (¶¶ 4, 38-39, 55-60);

Global Eagle’s future performance, including earnings guidance and

expected EMC acquisition synergies (¶¶ 4, 35-36, 41-44, 56-59); and • Global Eagle’s internal controls (¶¶ 4, 35-37, 49-50, 59-60, 66).

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 14 of 30 Page ID #:371

As discussed below, the FAC fails to satisfy each of these pleading standards. Instead of relying on well-pleaded facts to lay out a plausible case of fraud, the FAC is based on sheer speculation. Instead of pleading falsity in detail, the FAC relies on conclusory allegations that ignore the Company’s public disclosures. Instead of pleading facts giving rise to a strong inference of scienter, the FAC makes almost no effort to plead scienter at all. In sum, the FAC is deficient in nearly every way. I. PLAINTIFF’S SECTION 10(B) CLAIM MUST BE DISMISSED

To bring a claim under Section 10(b), Plaintiff must plead that Defendants made a material misrepresentation or omission of fact, with scienter, in connection with the purchase or sale of a security, causing economic loss. See Metzler Inv. GMBH v. Corinthian Colls., Inc., 540 F.3d 1049, 1061 (9th Cir. 2008). The FAC fails to even approach the requisite pleading standard and should be dismissed.

A. Plaintiff Fails To Plead Falsity By Misrepresentation or Omission 1. No Material Misrepresentation

To plead an actionable misrepresentation, Plaintiff must “precisely” identify the challenged statements, “explain why the statements were false and misleading” and “why the disputed statement was untrue or misleading when made.” In re NetSol Technologies Sec. Litig., No. 14-5787, 2015 WL 12911622, at *3 (C.D. Cal. Mar. 9, 2015) (Anderson, J.). Because none of the alleged misrepresentations here satisfies the PSLRA’s “exacting requirements for pleading ‘falsity,’” Metzler, 540 F.3d at 1070, they should be dismissed.

The Business Integration Statements: Plaintiff claims that Defendants “misled investors about the success of the [EMC] acquisition, telling investors that the integration was ‘going well’” when “the reality was that Global Eagle could not integrate EMC because they did not have adequate internal controls.” ¶¶ 4, 57, 60. Plaintiff targets three specific statements: (i) “[t]he integration process is well underway” on August 8 (¶ 38); (ii) “[t]he integration of the EMC business . . . is well underway” on November 8 (¶ 55); and (iii) “[s]o far the integration is going

-9-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 15 of 30 Page ID #:372

1  well” also on November 8 (¶ 58). These statements are not actionable for several

2  reasons.

3  First, the statements are quintessential “non-actionable statements of

4  corporate optimism” that do not give rise to a claim under the securities laws. See

5  Jui-Yang Hong v. Extreme Networks, No. 15-04883, 2017 WL 1508991, at *12

6  (N.D. Cal. Apr. 27, 2017) (statement that company has “made dramatic progress

7  towards finalizing the integration” not actionable); In re Dot Hill Sys. Corp. Sec.

8  Litig., 594 F. Supp. 2d 1150, 1158 (S.D. Cal. 2008) (statements that integration was

9  “on schedule” and continuing smoothly” were, at worst, non-actionable “puffery”);

10  In re Level 3 Commc’ns Sec. Litig., 667 F.3d 1331, 1340 (10th Cir. 2012) (statement

11  that “integration . . . is progressing well” was non-actionable).

12  Second, these statements are not actionable because Global Eagle cautioned

13  investors that it faced risks related to its ability to “successfully integrate” EMC,

14  highlighting both the potential “delay or inability to realize the expected benefits

15  and synergies of the EMC acquisition” and “the risk that disruptions from the EMC

16  acquisition will harm [its] business.” RJN Ex. D (Q2 2016 10-Q) at 32. Read in the

17  context of these stark risk disclosures, nothing about the statements could be

18  misleading. See In re Leapfrog Enter., Inc. Sec. Litig., 200 F. Supp. 3d 987, 1003-

19  04 (N.D. Cal. 2016) (other statements “put the alleged misleading statements . . . in

20  context” and “substantially mitigate[d] the potentially misleading nature of the

21  challenged statements”).

22  Finally, Plaintiff has failed to plead why Global Eagle’s subsequent

23  disclosure of internal control deficiencies rendered general statements about

24  integration false. There are numerous aspects to integrating an acquired company,

25  including, inter alia, combining facilities, production, sales, marketing, PR, HR,

26  legal and accounting functions. Plaintiff cannot transform generic integration

27  statement into a specific promise that Global Eagle would incorporate EMC’s

28  financial results into its consolidated financial statements on a timely basis. See, -10-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 16 of 30 Page ID #:373

1  e.g., Extreme Networks, 2017 WL 1508991, at *15 (dismissing claim that statements

2  about integration were misleading because “the reasons Plaintiffs offer as to why the

3  statements are false or misleading bear no connection to the substance of the

4  statements themselves”); In re Australia & New Zealand Banking Grp. Ltd. Sec.

5  Litig., No. 08-11278, 2009 WL 4823923, *9-10, *14 (S.D.N.Y. Dec. 14, 2009)

6  (dismissing claim that statements predicting “growth” and that the company was “on

7  track to deliver a turnaround in performance” were misleading in light of alleged

8  “woefully deficient internal controls” because statements did not speak to internal

9  controls and Plaintiff “fail[ed] to match its theory of fraud to the [defendant’s10  ‘general’] public statements”).

11  The Forward-Looking Synergies Guidance: Plaintiff claims that Global

12  Eagle’s statement that it “expects to realize synergies of $15 million in 2017,

13  growing to $40 million in 2018 and thereafter” (¶ 35 (emphasis added)) was false

14  and misleading because “Global Eagle lacked the internal controls and personnel to

15  issue any type of estimates or guidance related to its acquisition of EMC” (¶ 36).

16  However, Plaintiff has no basis to allege that Global Eagle’s forward-looking 2017-

17  2018 guidance was false. It is only June 2017. And, Global Eagle has repeatedly

18  reaffirmed its 2017-2018 synergy guidance and stated its initial guidance “may

19  prove to be conservative.” See ¶ 55; see also ¶¶ 38, 41, 43, 58; RJN Ex. N (Apr. 18,

20  2017 Tr.) at 6 (“[W]e still expect to achieve our synergy goals”).3

21  Plaintiff also claims the Company falsely told investors that when it acquired

22  EMC “synergies would soon be seen.” ¶ 4. But those are Plaintiff’s own words.

23 24 25 26 27 28

3 To the extent that Plaintiff claims that Defendants’ statements about anticipated 2017- 2018 synergies have been rendered false by the Company’s November 8, 2016 disclosure of “slower than originally estimated execution of EMC Acquisition synergies” (¶¶ 55-56), such a claim would fail. That statement related only to the Company’s explanation for a downward revision in its Q4 2016 EBITDA forecast. Because the Company made no public projections about what synergies it would derive from the EMC acquisition in Q4 2016, this statement cannot be actionable. Moreover, at the same time as the challenged statement, the Company reaffirmed its 2017-2018 synergy guidance and indeed indicated that those synergies could even exceed the Company’s original projections. ¶ 58. In other words, Global Eagle was cautioning investors that realization of some of its expected 2016 synergies would be deferred, not that its 2017-2018 synergy expectations were incorrect.

-11-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 17 of 30 Page ID #:374

1  The FAC cites no statement from any Defendant to support the assertion that this

2  claim was made. Thus, it is not actionable.4

3  The Forward-Looking Earnings Guidance: Plaintiff claims that Global

4  Eagle’s forward-looking earnings guidance for the remainder of 2016 that was

5  issued in connection with its second and third quarter earnings releases was

6  misleading “because Global Eagle was in no position to give guidance or estimates

7  related to EMC” and “Global Eagle could not reasonably issue forecasts but did so

8  anyway.” Id. ¶¶ 39, 44, 56-57, 59-60. However, “[t]he mere fact that [a] forecast

9  proved to be wrong in hindsight . . . does not render the statement untrue when

10  made.” Rubin v. Trimble, No. 95–4353, 1997 WL 227956, at *15 (N.D. Cal. Apr.

11  28, 1997). Plaintiff must allege specific facts indicating that Defendants knew their

12  statements were false when made. In re Syntex Corp. Sec. Litig., 95 F.3d 922, 934

13  (9th Cir. 1996). To do so, “plaintiff must set forth facts . . ., [which] may need to

14  draw on contemporaneous statements or conditions.” In re GlenFed, Inc. Sec. Litig.,

15  42 F.3d 1541, 1549 (9th Cir. 1994) (superseded by statute on other grounds); see

16  also Nursing Home Pension Fund, Local 144 v. Oracle Corp., 380 F.3d 1226, 1230

17  (9th Cir. 2004) (relying on allegations based on “contemporaneous reports or data,

18  available to the party, which contradict the statement”).

19  Here, Plaintiff pleads no such contemporaneous facts. Instead, it asks the

20  Court to speculate that because (a) in hindsight, Global Eagle issued downward

21  adjustments to its guidance, and (b) subsequently disclosed certain control

22  deficiencies, Defendants were incapable of forecasting. This reasoning is flawed on

23  multiple levels. The existence of control deficiencies—primarily related to timely

24  financial statement close and technical accounting issues—do not mean that Global

4 Even if Global Eagle made such a statement, it would have been non-actionable puffery. See Extreme Networks, 2017 WL 1508991, at *12 (“[G]eneral statements in anticipation of synergies resulting from the merger . . . are not actionable.”). Moreover, as discussed infra at Parts 1.A.1, 1.B.1, any claims based on the synergies guidance should be dismissed because these are forward-looking statements accompanied by meaningful cautionary language and not made with actual knowledge of their falsity and thus protected by the PSLRA safe harbor.

-12-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 18 of 30 Page ID #:375

1  Eagle could not responsibly issue forward-looking guidance. Nor does a guidance

2  adjustment require a post hoc conclusion that the initial guidance was somehow

3  fraudulent. Asking the Court to draw such a speculative inference demonstrates that

4  this claim is a pure example of fraud-by-hindsight and should be dismissed.5

5  Moreover, the PSLRA “safe harbor” protects forward-looking statements like

6  Global Eagle’s synergies and earnings guidance. The PSLRA recognized that

7  lawsuits over forward-looking guidance were often classic fraud-by-hindsight

8  claims that projections must have been fraudulent because a business did not

9  perform as expected. See In re Daou Sys., Inc., 411 F.3d 1006, 1021 (9th Cir.

10  2005). It therefore created a “safe harbor” for “forward-looking statements,”

11  insulating them from liability where (1) the “forward-looking statement” is

12  identified as such and “accompanied by meaningful cautionary statements” or (2)

13  “plaintiff fails to prove that the forward-looking statement . . . was made with actual

14  knowledge . . . that the statement was false or misleading.” 15 U.S.C. § 78u-5(c)(1).

15  The PLSRA safe-harbor clearly applies here. First, the challenged synergy

16  and guidance statements discussed above are quintessential forward-looking

17  statements. See No. 84 Emp’r–Teamster Joint Council Pension Trust Fund v. Am.

18  W. Holding Corp., 320 F.3d 920, 936 (9th Cir. 2003) (safe-harbor applies to

19  “financial projections” and “plans and objectives of management for future

20  operations”). Second, the specific statements challenged in the Complaint were

21  each clearly identified as forward-looking, using forward-looking words such as

22  “expects,” “goal,” and “guidance.” ¶¶ 35, 38, 41. Additionally, the challenged

23  releases highlight that they contain “forward-looking statements” (see RJN Exs. I

5 Plaintiff repeatedly relies on Global Eagle’s disclosure that it reduced its guidance because, inter alia, it was required to account for “$4 million in EMC Acquisition satellite capacity discounts” as “an element of purchase price accounting” rather than its “initial[] explanation [that they would be] realized post acquisition” to claim that that “Global Eagle was in no position to give guidance.” ¶¶ 44, 55-56. This is a highly technical accounting issue. If Plaintiff’s assertion was correct, any company’s guidance could be attacked as unreliable if that Company previously made any sort of accounting error or miscalculation. The law does not accept such sweeping assertions.

-13-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 19 of 30 Page ID #:376

1  (July 27, 2016 8-K) at 3 & J (Aug. 8, 2016 8-K) at 7-8) and a similar forward-

2  looking statement disclaimer at the start of the challenged earnings call (see RJN Ex.

3  L (Aug. 8, 2016 Tr.) at 2). Third, as explained below, the statements were each

4  accompanied by “meaningful cautionary statements.” 15 U.S.C. § 78u-5(c)(1).

5  The safe-harbor applies where “the cautionary language mention[s] important

6  factors that could cause actual result to differ materially from those in the forward-

7  looking statement.” See Emp’r Teamsters Local Nox. 175 & 505 Pension Trust

8  Fund v. Clorox Co., 353 F.3d 1125, 1133 (9th Cir. 2004). This standard is easily

9  met. Global Eagle consistently directed shareholders to cautionary language that the

10  Company’s “current expectations, forecasts and assumptions” involve “substantial

11  risks and uncertainties,” and that “[a]ctual results may vary materially from those

12  expressed or implied by the forward looking statements,” including risks related to:

13

“our ability to integrate our acquired businesses;”

“any delay or inability to realize the expected benefits and synergies of

17  See RJN Exs. D (Q2 2016 10-Q) at 32; F (Form S-3) at 2-4; E (Q3 2016 10-Q) at

18  43-44. Such language clearly invokes the “safe harbor.”6

the EMC acquisition;” and

• “the risk that disruptions from the EMC acquisition will harm our business.”

19  The Sarbanes-Oxley Certifications: Finally, Plaintiff alleges that the

20  Sarbanes-Oxley (SOX) certifications signed by Davis and Zemetra in connection

21  with the Company’s August 9 Form 10-Q (¶¶ 47-48) and by Davis and Severson in

22  connection with the Company’s November 9 Form 10-Q (¶¶ 64-65) were “false

23  and/or misleading” because they made statements to the effect that Defendants have

24 25 26 27 28

6 Additionally, this claim must be dismissed because Plaintiff fails to allege a single fact suggesting that any defendant had actual knowledge that these statements were false when made. It cannot base a claim on the assertion the Defendants were “reckless” in issuing guidance. It must show that that Defendants had “actual knowledge” that the challenged statements were false. 15 U.S.C. § 78u-5(c)(1)(B); see also In re Skechers U.S.A. Sec. Litig., No. 03-02094, 2004 WL 1080174, at *6 (C.D. Cal. May 7, 2004) (Anderson, J.) (statements “qualify for safe harbor protection if Plaintiff fails to allege sufficient facts to establish that the Defendants made or approved the statements with actual knowledge of the falsity of the statements”).

-14-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 20 of 30 Page ID #:377

1  disclosed “any change in the registrant’s internal control[s]” and “[a]ll significant

2  deficiencies and material weaknesses in the design or operation of internal controls.”

3  However, SOX certifications provide no basis for Section 10(b) liability absent

4  “facts indicating that, at the time of the certification, defendants knew or

5  consciously avoided any meaningful exposure to the information that was rendering

6  their SOX certification erroneous.” In re Intelligroup Sec. Litig., 527 F. Supp. 2d

7  262, 290 (D.N.J. 2007). Because Plaintiff fails to allege any facts suggesting that

8  these certifications were knowingly false when made, or that defendants consciously

9  or recklessly avoided that knowledge, these claims must also be dismissed.

10  2. No Material Omission

11  To plead an actionable omission, Plaintiff must show (a) a duty to disclose the

12  allegedly omitted information or (b) that an omission rendered an affirmative

13  statement materially misleading. See, e.g., Matrixx Initiatives, Inc. v. Siracusano,

14  563 U.S. 27, 44-45 (2011). Moreover, pleading an omission does not absolve

15  Plaintiff from complying with the PSLRA’s pleading requirements. See In re

16  PetSmart, Inc. Sec. Litig., 61 F. Supp. 2d 982, 996 (D. Ariz. 1999) (granting motion

17  to dismiss omissions claim where “plaintiffs provide no specifics as to the ‘adverse

18  impacts’ omitted from defendants’ public statements beyond a vague reference” and

19  “conclusory allegations”). Here, neither of the two categories of omission identified

20  by Plaintiff meets these pleading requirements and thus both should be dismissed.

21  The Internal Control Omissions: Plaintiff alleges that Defendants

22  “with[eld] information about the lack of internal controls,” and “failed to inform

23  investors that their internal controls were in shambles.” ¶¶ 4, 25; see also ¶¶ 36, 39,

24  44, 46, 49, 56, 59, 66. These allegations fail for numerous reasons.

25  Because Plaintiff fails to allege an affirmative duty to disclose this

26  information, its claim is, of necessity, predicated on the supposed need to make

27  these disclosures in order to prevent other statements from being misleading. In

28  essence, Plaintiff claims that when Global Eagle disclosed certain material -15-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 21 of 30 Page ID #:378

1  weaknesses it should have also disclosed other later announced material weaknesses

2  to avoid rendering its initial statements misleading. However, where Plaintiff

3  alleges no facts to suggest that Global Eagle was aware of these weaknesses prior to

4  their disclosure, this is again classic fraud-by-hindsight. “Mere allegations that

5  statements in one report should have been made in earlier reports do not make out a

6  claim of securities fraud.” Acito v. IMCERA Grp., 47 F.3d 47, 53 (2d Cir. 1995);

7  see also Denny v. Barber, 576 F.2d 465, 470 (2d Cir. 1978) (noting that while

8  “greater clairvoyance” might have allowed the defendants to predict subsequent

9  developments, the “failure to make such perceptions does not constitute fraud”).

10  Plaintiff alleges no facts suggesting that Global Eagle’s disclosures contained

11  omissions when they were made. In re Magnum Hunter Res. Corp. Sec. Litig. is

12  instructive. In that case, the “defendants repeatedly assured investors that they had

13  ‘[d]esigned’ and ‘[e]valuated the effectiveness’ of their controls . . . , yet followed

14  those statements with later admissions of errors and material weaknesses.” 26 F.

15  Supp. 3d 278, 294-295 (S.D.N.Y. 2014), aff’d, 616 F. App’x 442 (2d Cir. 2015).

16  The court held “[t]he fact that defendants recognized problems, announced that they

17  were implementing effective controls and procedures, and then recognized more

18  problems does not indicate that their statements were false at the time that they were

19  made.” It criticized plaintiff’s complete reliance on defendant’s own disclosures,

20  rather than statements from confidential witnesses or internal reports to “support an

21  inference that defendants’ statements or omissions regarding their controls were

22  known to be false at the time made” and explained that the appropriate inference in

23  these circumstances is “one of an oversight failure of management,” not fraud. Id.

24  at 295. As in Magnum Hunter, Plaintiff’s failure to pleads facts suggesting that

25  Defendants were aware of the subsequently disclosed control deficiencies any

26  earlier than when they were disclosed necessitates dismissal of its claims.7

27 28

7 Moreover, Global Eagle’s October 11, 2016 Form S-3 and its November 9, 2016 Form 10-Q warned investors that it “may also identify additional material weaknesses in the future.” RJN Exs. F (Form S-3) at 7-8 & E (Q3 2016 10-Q) at 68. The fact that Global

-16-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 22 of 30 Page ID #:379

1  Plaintiff’s other omissions claim, that Global Eagle failed to disclose its

2  internal controls were “in shambles” is conclusory rhetoric that must be dismissed.

3  This claim consists solely of Plaintiff’s pejorative re-characterization of Defendants’

4  factual disclosures and thus is non-actionable. See, e.g., Novak v. Kasaks, 216 F.3d

5  300, 309 (2d Cir. 2000) (“[A]s long as the public statements are consistent with

6  reasonably available data, corporate officials need not present an overly gloomy or

7  cautious picture.”). Moreover, rather than suggesting that Global Eagle’s controls

8  were “in shambles,” the Company’s disclosures reflect that Global Eagle proactively

9  advised investors of its discovery of control issues and warned investors of related

10  risks. Further, while Global Eagle warned investors that the material weaknesses

11  “may” “adversely affect” its historical financial reporting, the Company has not

12  restated its results, and has recently reported that it has “not discovered and ha[s] no

13  reason to believe that [it] will discover any fraud associated with [its] financials or

14  EMC historical stand-alone financials . . . . [and] do[es] not believe that [it] will

15  have to restate [its] financials or EMC stand-alone financials for any prior period.”

16  RJN Ex. N (Apr. 18, 2017 Tr.) at 7.8

17  The Acquisition Risk Omission: Finally, Plaintiff alleges that “Defendants

18  failed to inform investors that Global Eagle was never capable of successfully

Eagle proactively disclosed issues as they were discovered and warned investors that it could discover additional issues is very telling. A court found that a similar disclosure “demonstrate[d] that defendants . . . disclosed what they knew, when they knew it” and rejected plaintiff’s argument that the subsequent disclosures created an inference that defendants were aware of the problems earlier. City of Taylor Gen. Emps. Ret. Sys. v. Magna Int’l Inc., 967 F. Supp. 2d 771, 794 (S.D.N.Y. 2013) (dismissing where “plaintiff has failed to allege any particularized facts supporting the conclusion that defendants knew or had access to information that either contradicted their public descriptions of the[ir] problems, or permitted them to expound upon these [new] issues earlier than they did”).

8 Global Eagle’s internal control issues have resulted in delayed filings, but Global Eagle clearly disclosed that risk, warning investors that it “may also identify additional material weaknesses,” and that it “may not be able to produce timely and accurate financial statements,” which could cause “the market price of our securities [to] decline.” See RJN Ex. E (Q3 2016 10-Q) at 67-68. Plaintiff cannot premise a securities claim on the failure to disclose risks that were, in fact, disclosed. See Browning v. Amyris, No. 13-02209, 2014 WL 1285175, at *13 (N.D. Cal. Mar. 24, 2014) (dismissing claims where defendant “warned of the precise risks that underlie the events described in the complaint”).

-17-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 23 of 30 Page ID #:387

1  acquiring a company the size of EMC” and of “the additional stress that an

2  acquisition the size of EMC would have on the Company.” ¶¶ 4, 36; see also ¶¶ 25,

3  39, 44. Plaintiff does nothing to explain what is required to “successfully acquir[e]

4  a company.” In fact, with EMC, Global Eagle is now a larger and more influential

5  company by many metrics, including customer base and employee count. See, e.g.,

6  RJN Ex. O (EMC Presentation) at 12-15. Plaintiff’s vague assertions simply cannot

7  support a claim. See In re Skechers, 2004 WL 1080174, at *6 (Anderson, J.)

8  (dismissing fraud claim where “the bulk of the alleged adverse facts are generic,

9  subjective, difficult to prove or refute, and could be alleged against almost any

10  company”). Moreover, even absent the required particularity, Plaintiff fails to plead

11  any facts suggesting that Global Eagle was “never capable” of acquiring EMC.

12  Plaintiff offers no facts, for example, suggesting that the business of EMC has been

13  mismanaged since the acquisition. To the contrary, the Company has reaffirmed its

14  projection that it will achieve (and possibly exceed) its projected 2017 and 2018

15  synergies. See ¶ 58. Thus, there is simply no basis to support this vague, ill-defined

16  alleged omission.

17  As to its second claim, Plaintiff falsely asserts that Global Eagle failed to

18  warn investors about the risks associated with a large acquisition such as EMC. To

19  the contrary, the Company clearly disclosed that the acquisition carried with it

20  significant integration and business disruption risks. See supra at Part 1.A.1.

21  B. Plaintiff Fails To Plead Facts Giving Rise To A Strong Inference

Of Scienter

inference that [each] defendant acted with the required state of mind,” 15 U.S.C.

25 § 78u-4(b)(2). This scienter requirement obligates Plaintiff to demonstrate that each

26 defendant acted with “intent[]” or “deliberate recklessness.” Zucco, 552 F.3d at

27 991. Moreover, a “strong inference” of scienter exists only where “a reasonable

28

Plaintiff’s Section 10(b) claim should also be dismissed because Plaintiff fails to meet its burden of pleading “with particularity facts giving rise to a strong

-18-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 24 of 30 Page ID #:381

1  person would deem the inference of scienter cogent and at least as compelling as

2  any opposing inference one could draw from the facts alleged.” Id. (quoting

3  Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 324 (2007).

4  1. Plaintiff Fails To Plead The Individual Defendants’ Scienter

5  Plaintiff’s scienter allegations against the three individual defendants are

6  extraordinarily weak. Indeed, the FAC has none of the hallmarks of permissible

7  scienter pleading, such as incorporation of internal documents, confidential witness

8  statements, whistleblower allegations or evidence of insider stock sales from which

9  this Court could find a strong inference of scienter. This type of ipse dixit pleading

10  has been repeatedly and resoundingly rejected as inadequate under the PSLRA.

11  Plaintiff’s Boilerplate Scienter Allegations Should Be Disregarded: The

12  FAC contains various generic allegations of scienter such as “[b]ecause of their

13  positions and access to material non-public information available to them, the

14  Individual Defendants knew the adverse facts specified here . . . and that positive

15  representations were false and/or misleading.” ¶ 18; see also ¶¶ 118, 120, 125, 127,

16  128. The PSLRA prohibits this type of boilerplate pleading. Plaintiff cannot “infer

17  scienter by virtue of a position in a company,” as that pleading standard “would

18  eliminate the necessity for specially pleading scienter, as any corporate officer could

19  be said to possess the requisite knowledge by virtue of its or her position.” Weiss v.

20  Amkor Tech., Inc., 527 F. Supp. 2d 938, 949 (D. Ariz. 2007) (quoting In re Autodesk

21  Sec. Litig., 132 F. Supp. 2d 833, 844 (N.D. Cal. 2000)).

22  Plaintiff also makes no effort to plead scienter separately as to each individual

23  defendant. Scienter must be pleaded “on an individualized, defendant-by-defendant

24  basis.” In re Finisar Corp. Derivative Litig., No. 06-07660, 2012 WL 2873844, at

25  *9 (N.D. Cal. July 12, 2012). The PSLRA does not permit “group pleading.” Id.

26  Although the FAC attributes certain statements to specific Defendants based on

27  whether they were the speaker or a signatory, see, e.g., ¶ 41 (statements by Davis

28  and Zemetra), ¶ 48 (certification from Zemetra), Plaintiff includes no allegations of -19-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 25 of 30 Page ID #:382

1  individual scienter as to any of the Defendants. This deficiency is particularly

2  troubling as not all Individual Defendants were employed by Global Eagle

3  throughout the relevant period. Zemetra resigned to pursue another opportunity on

4  August 24, 2016, so he cannot be liable for statements made in subsequent

5  disclosures. (As previously noted, Global Eagle did not complete the EMC

6  acquisition until July 27, 2016, less than a month before Zemetra’s departure).

7  Similarly, Severson, who only served as the Company’s CFO for six months, cannot

8  be liable for statements made prior to his appointment on August 24, 2016.9 Nor

9  does Plaintiff explain why Severson would risk his reputation and career by

10  engaging in fraud when he only spent six months as Global Eagle’s CFO.

11  Plaintiff’s Motive Allegations Are Ill-Pleaded: Eschewing the typical

12  approach to pleading motive and opportunity based on stock sales by individuals

13  during the class period, Plaintiff instead claims that the Individual Defendants

14  fraudulently acquired EMC “to increase their cash bonus[es].” ¶ 3. According to

15  Plaintiff, Global Eagle’s 2015 executive bonus plan awarded “45% [based on]

16  achievement of pre-bonus Adjusted EBITDA targets.” Plaintiff suggests—with no

17  factual support—that the Individual Defendants must have “encourag[ed] an

18  environment of inadequate internal controls” so that they could “inflate adjusted

19  EBITDA and gain financially.” ¶¶ 29, 88; see also ¶ 3.

20  This scienter theory is completely devoid of well-pleaded facts. Companies

21  pay bonuses based on actual results, not on guidance. Plaintiff fails to plead any

22  connection between Global Eagle’s 2016 guidance and its 2016 bonus. There are no

23  factual allegations of (i) how 2016 bonuses were to be calculated (Plaintiff only

24 25 26 27 28

9 The fact that the Individual Defendants signed SOX Certifications also cannot establish scienter. See Zucco, 552 F.3d at 1003-04; see also, e.g., Oklahoma Firefighters Pension & Ret. Sys. v. Ixia, No. 13-08440, 2015 WL 1775221, at *29 n.239 (C.D. Cal. Apr. 14, 2015) (“[M]erely signing the certification required by Sarbanes-Oxley does not suffice to give rise to a strong inference of scienter.”). While Plaintiff claims that certain certifications were false (¶¶ 47, 48, 64, 65), it pleads no facts as to any Defendant’s knowledge or lack of diligence at the time these certifications were signed. Thus, the certifications “add nothing substantial to the scienter calculus.” Zucco, 552 F.3d at 1003-04.

-20-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 26 of 30 Page ID #:383

1  cites the 2015 bonus plan) (¶ 87); (ii) how 2016 bonuses would be affected by the

2  EMC acquisition (as opposed to Global Eagle’s pre-existing business plan); (iii)

3  how guidance would affect bonuses, if at; and (iv) whether 2016 bonuses were even

4  paid. Moreover, Plaintiff fails to plead that any Defendant was aware that any

5  guidance was false when made. In sum, Plaintiff fails to offer the Court a single fact

6  suggesting that any aspect of the Company’s 2016 Adjusted EBITDA guidance

7  provided any incentive for any Individual Defendant to commit fraud.

8  Plaintiff Fails To Allege Circumstantial Evidence Of Misconduct: A

9  plaintiff can also attempt to meet the scienter requirement by “plead[ing], in great

10  detail, facts that constitute strong circumstantial evidence of deliberately reckless or

11  conscious misconduct.” In re Silicon Graphics Inc. Sec. Litig., 183 F.3d 970, 974

12  (9th Cir. 1999).10 Plaintiff fails to plead any such facts.

13  As this Court has held, Plaintiff must “allege contemporaneous facts in

14  sufficient detail and in a manner that would create a strong inference that the alleged

15  adverse facts were known at the time of the challenged statements.” In re Skechers,

16  2004 WL 1080174, at *6 (quoting In re Vantive, 283 F.3d 1079, 1085 (9th Cir.

17  2002). “[V]ague allegations” and “conclusory statements” are not sufficient. Id.

18  Plaintiff’s claim that Global Eagle’s control deficiencies and downward adjustment

19  to its 2016 guidance support an inference, with respect to the Company’s guidance,

20  that “Defendants knew they were issuing false and misleading statements about the

21  EMC acquisition.” ¶ 34. These assertions are textbook fraud-by-hindsight pleading

22  that has repeatedly been held insufficient. See In re Synovis Life Tech., Inc. Sec.

23  Litig., 2005 WL 2063870, at *14-15 (D. Minn. Aug. 25, 2005) (no strong inference

24  of scienter where plaintiff alleged that defendants had “no basis” for their earnings

25  projections where plaintiff failed to allege the methodology was false or

26  misleading); In re Duane Reade Inc. Sec. Litig., No. 02-6478, 2003 WL 22801416,

27

10 As discussed above, Plaintiff must plead “actual knowledge” of falsity with respect to the many statements it relies on that fall within the PSLRA safe harbor.

-21-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

28

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 27 of 30 Page ID #:384

1  at *10 (S.D.N.Y. Nov. 25, 2003) (dismissing claim because allegation that the

2  defendant must have known that its projections for the second quarter were

3  inaccurate due to sales being down at the end of the first quarter was “the typical

4  type of ‘fraud by hindsight’ theory that courts have been unwilling to entertain”);

5  Abrams v. Baker Hughes Inc., 292 F.3d 424, 433 (5th Cir. 2002) (dismissing claim

6  because “plaintiffs have not pointed to any particular reports or information—

7  available to defendants before the announced financial restatements—that are

8  contrary to the restatements” and explaining that restatements “can easily arise from

9  negligence, oversight or simple mismanagement, none of which rise to the standard

10  necessary to support a securities fraud action”).

11  Plaintiff next alleges that Global Eagle’s 2013-2015 disclosures of internal

12  control deficiencies, several of which related to issues at previously acquired

13  businesses, is “highly indicative” of scienter because “Defendants had knowledge

14  that acquisitions were the cause of many of their internal weaknesses” but

15  nevertheless filed only “partial disclosures of its internal weaknesses.” ¶¶ 90-93. In

16  essence, Plaintiff claims that it has pleaded scienter because Defendants should have

17  known that the EMC acquisition would lead to additional, not yet disclosed, internal

18  control deficiencies. Once again, this pleading is deficient both because it is a

19  general, vague allegation and because it supports, at most, an assertion that

20  Defendants “should have known” of future problems, a far cry from the demanding

21  scienter standard. Indeed, it is well-established that a failure “to identify problems

22  with the defendant-company’s internal controls and accounting practices does not

23  constitute reckless conduct sufficient for § 10(b) liability.” Novak, 216 F.3d at 309;

24  see Acito, 47 F.3d at 53 (“Mere allegations that statements in one report should have

25  been made in earlier reports do not make out a claim of securities fraud.”).

26  Magnum Hunter is again instructive. The plaintiff there argued that because

27  “Magnum Hunter repeatedly disclosed ongoing control weaknesses in late–2012

28  through mid–2013” it can be inferred that defendants were “knowingly or recklessly -22-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 28 of 30 Page ID #:38

1  disregarding that the internal controls were ineffective.” In re Magnum Hunter Res.

2  Corp. Sec. Litig., 616 F. App’x 442, 445, 446 (2d Cir. 2015). The Second Circuit

3  disagreed, holding such facts were only consistent with an inference that Magnum

4  “had inadequate internal controls; they do not imply that any defendant made

5  specific disclosures with fraudulent scienter.” Id. at 446. Instead, as the district

6  court explained, this fact pattern was more consistent with the inference that

7  “defendants were in a constant game of ‘Catch up’—acknowledging the company's

8  material weaknesses and disclosing their continued efforts to resolve them, only to

9  learn of yet more.” Id. at 445 (quoting district court).11

10  Scienter Cannot Be Based on The Individual Defendants’ Resignations:

11  Resignations, absent facts linking them to the alleged fraud, do not support a strong

12  inference of scienter. The Ninth Circuit has dismissed similar allegations where the

13  plaintiffs “fail to provide any facts to connect [the] departures with the problems at

14  issue.” See In re NVIDIA Corp. Sec. Litig., 768 F.3d 1046, 1062-63 (9th Cir. 2014);

15  see also Schott v. Nobilis Health Corp., 211 F. Supp. 3d 936, 956 (S.D. Tex. 2016)

16  (finding that resignation of CEO “is, in and of itself, unavailing as proof of the

17  commission of fraud when no specific evidence indicates the resigning officials or

18  their replacements knew of any accounting irregularities or that such irregularities

19  were the reason for their resignations”).

20  Similarly, it is insufficient to rely—as Plaintiff does in ¶¶ 97-99—on the fact

21  that resignations were announced during the Class Period or around other alleged

22  corrective disclosures. See, e,g., Zucco, 552 F.3d at 1002 (“

sufficient information to differentiate between a suspicious change in personnel and

a benign one”; it is not enough to make an allegation that somebody resigns “during

11 Moreover, Plaintiff’s contention that Defendants were reckless in making any projections following the acquisition of EMC is belied by the fact that Global Eagle’s earlier disclosures of material weaknesses had not resulted in a restatement and that Global Eagle was taking efforts to remediate those weaknesses. Plaintiff must plead more than a post hoc assertion that Defendants should have predicted the effect of the EMC acquisition on its internal controls.

-23-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

[A] plaintiff must allege

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 29 of 30 Page ID #:38

1  the class period or shortly before the corporation issues its restatement.”); In re

2  Cadence Design Sys., Inc. Sec. Litig., 654 F. Supp. 2d 1037, 1050 (N.D. Cal. 2009)

3  (resignations of six officers one week prior to a restatement “not, in and of

4  themselves, strongly indicative of scienter” because plaintiff failed to “allege

5  sufficient information to differentiate between a suspicious change in personnel and

6  a benign one”).12 Plaintiff pleads no facts to suggest the disclosed reasons for the

7  management changes, such as that Zemetra resigned to “pursue other opportunities”

8  (¶ 98), should be disregarded in favor of a conspiratorial inferences.

9  2. Plaintiff Fails To Plead Corporate Scienter

10  Plaintiff makes no effort to plead non-conclusory facts establishing that

11  Global Eagle itself acted with scienter. See ¶¶ 19-20. Because Plaintiff also fails to

12  plead that the Individual Defendants acted with scienter, it cannot impute their

13  scienter to the Company. Plaintiff’s claim against Global Eagle therefore fails.

14  3. There Is No Compelling Inference of Fraud

15  To conclude its scienter analysis, the Court “must compare the malicious and

16  innocent inferences cognizable from the facts pled in the complaint, and only allow

17  the complaint to survive a motion to dismiss if the malicious inference is at least as

18  compelling as any opposing innocent inference.” Zucco, 552 F.3d at 991. The far

19  more compelling inference here is that (i) Global Eagle provided investors with its

20  best available estimates of future earnings and synergies from the EMC acquisition;

21  (ii) the Company provided investors with real-time disclosure of its discovery of

22  internal control deficiencies, and warned them, among other things, that more

12 Moreover, Plaintiff’s contention that “it is likely that Zemetra, after disseminating false information to inflate his bonus, had a change of heart and was pushed out” (¶ 98) is baseless speculation, and is contrary to Global Eagle’s disclosure that he had “resigned to pursue other opportunities,” (id.) as well as failing because of the numerous shortcomings with the “bonus theory” set forth above. Additionally, Plaintiff makes no effort to explain why Severson (who was EMC’s CFO before the acquisition) would have joined in a Global Eagle fraud. Indeed, Mr. Severson was not a Global Eagle employee before the EMC acquisition, and he could not conceivably have supported the acquisition to obtain any Global Eagle bonus. Plaintiff theories are nothing but illogical and—frankly— desperate speculation that are being offered in the place of valid scienter allegations.

-24-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

Case 2:17-cv-01479-PA-MRW Document 37 Filed 06/19/17 Page 30 of 30 Page ID #:387

1  deficiencies might be discovered and there could be delays to financial reporting as

2  a result; and (iii) the turnover among Global Eagle’s senior executives was based on

3  personal choice and strategic decisions made by the Company’s board of directors.

4  These allegations come nowhere near supporting an inference of scienter.

5  II. PLAINTIFF’S SECTION 20(A) CLAIM MUST BE DISMISSED

Plaintiff’s Section 20(a) “control person” claim should also be dismissed.

7  Such claims “may be dismissed summarily . . . if a plaintiff fails to adequately plead

8  a primary violation of section 10(b).” Zucco, 552 F.3d at 990. Here, because

9  Plaintiff’s Section 10(b) claim fails, its Section 20(a) claim does as well.

10  III. PLAINTIFF’S FAC SHOULD BE DISMISSED WITH PREJUDICE

6

It is appropriate to deny leave to amend when “leave to amend would have

12  been a futile exercise.” Gompper v. VISX, 298 F.3d 893, 898 (9th Cir. 2002); see

13  also DCD Programs, Ltd. v. Leighton, 833 F.2d 183, 186 n.3 (9th Cir. 1987) (a

14  district court’s discretion to deny leave to amend “is especially broad ‘where the

15  court has already given a plaintiff one or more opportunities to amend his

16  complaint’”) (citation omitted). Plaintiff has had ample opportunity to state a claim.

17  Plaintiff’s initial complaint was so weak that it was amended in response to

18  Defendants’ initial motion to dismiss. As set forth above, the FAC fares no better.

19  Having filed two deficient complaints, Plaintiff should not be permitted a third.

20  CONCLUSION

21  For each of the foregoing reasons, Defendants respectfully request that the

22  Court dismiss the FAC in its entirety with prejudice.

-25-

Memorandum of Points and Authorities in Support of Motion to Dismiss Case No. 2:17-cv-01479 PA

11

Dated: June 19, 2017

SIMPSON THACHER & BARTLETT LLP By /s/JamesG.Kreissman

James G. Kreissman

Attorneys for Defendants