Lingam v. Dish Network Corp.
No. 25-1157. 2/17/2026. D.Colo. Judge Matheson. Securities Exchange Act—Securities Exchange Commission Rule 10b-5—Private Securities Litigation Reform Act of 1995— Fed. R. Civ. P. 9(b)—Pleading Requirements—Failure to State a Claim.
February 17, 2026
Lingam and Gregory purchased Class A common stock between February 22, 2021, and February 22, 2023, in Dish Network Corporation (DISH). In 2019, DISH began constructing its 5G network, choosing to design a novel “Open-RAN” network that would require DISH to develop customized software systems to integrate equipment and hardware from disparate manufacturers. DISH encountered problems with software vendors and supply chain issues, and by 2023 its network remained insufficiently developed to be commercially viable. Plaintiffs filed this securities class action against DISH and certain DISH executives in 2023. They asserted fraud claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 and US Securities Exchange Commission (SEC) Rule 10b-5. The operative second amended complaint (SAC) alleged that DISH engaged in an “extremely risky” plan to create a wireless 5G network based on unproven technologies and made materially false and misleading statements and omissions about the 5G network development and deployment. DISH moved to dismiss for failure to state a claim upon which relief could be granted, grouping the alleged 19 material misleading statements into two categories of alleged misrepresentations (first and second category statements): (1) network integration and (2) enterprise commercialization. In response, plaintiffs adopted the same categories. As to the first and second category statements as well as the remaining alleged misrepresentations, the district court concluded that plaintiffs’ allegations did not support a conclusion that the statements were false when made and DISH acted with scienter, as required under the Private Securities Litigation Reform Act of 1995 (PSLRA). Rather, the allegations suggested that DISH was overly ambitious about its deadlines for its risky plan, which was insufficient to state a claim for securities fraud and to support the derivative claims. The district court granted the motion, dismissed the SAC, and entered judgment in favor of DISH.
On appeal, plaintiffs argued that the district court erred in dismissing their § 10(b) claim because it considered only two of the 19 alleged false or misleading statements and because its analysis of the first and second category statements was wrong. The PSLRA requires plaintiffs alleging securities fraud to plead with particularity (1) the facts constituting the alleged violation and (2) the facts that show the defendant’s intent to deceive or defraud. Here, plaintiffs effectively invited the district court to evaluate the SAC and decide the motion based on analyzing the first and second category statements because they chose to address the alleged misstatements under the two categories and did not present a detailed statement-by-statement analysis showing how the SAC could have met the Rule 9(b) and PSLRA heightened pleading requirements. Given the parties’ two-category approach and finding that none of the 19 statements was particularly important or definitive, the district court reviewed the SAC as a whole and focused its analysis on one statement representing each category that appeared to have the strongest chance of meeting the PSLRA’s required pleading standards. In this analysis, the court followed “the principle of party presentation” pursuant to United States v. Sineneng-Smith, 590 U.S. 371, 375 (2020), under which the parties frame the issues with the court serving as a neutral arbiter of the presented matters. The Tenth Circuit found this analysis to be appropriate.
On the merits, as to both the first and second category statements, the SAC failed to plead that the statements were false or misleading and that the statements met the scienter requirement. The district court thus properly determined that the SAC failed to state a § 10(b) claim under the heightened Fed. R. Civ. P. 9(b) and PSLRA pleading standards.
Plaintiffs also challenged the dismissal of their § 20(a) claim because it derives from their § 10(b) claim, arguing that because the falsity and scienter rulings were erroneous, it was error to dismiss the §20(a) claim. Having concluded that the district court correctly dismissed the § 10(b) claim, the Tenth Circuit affirmed the dismissal of the § 20(a) claim.
The judgment was affirmed.