Walker v. Chidambaran. — Entry #106: NOTICE by Marcum LLP re 80 MOTION to Dismiss for Failure to State a Claim Regarding Supplemental Authority
Case: Walker v. Chidambaran. mdd · 8:24-cv-02900
filed October 07, 2024
What this document is
Docket entry #106 · filed November 17, 2025
NOTICE by Marcum LLP re 80 MOTION to Dismiss for Failure to State a Claim Regarding Supplemental Authority (Attachments: # 1 Exhibit A - Hunt Opinion)(Franklin, Shirlethia) (Entered: 11/17/2025)
Who is involved
- Austin Alsup
- Balakrishnan Arackal
- Bruce Mehlman
- Danny Walker
- Erik Bayard
- Harish Chidambaran
- Ian Davis
- iLearningEngines, Inc.
- Iqbal al Hamid
- Louis Leveque
- Marcum LLP
- Matthew Barger
- Michael Moe
- Sayyed Farhan Naqvi
- Thomas Olivier
- Yolanda Castaneda
Why we have it
We follow this case because it names a company we track, although that company is not a party:
- Applied Digital: its former name “FLIGHT SAFETY TECHNOLOGIES INC” appears in a filing in this case.
…Co-Lead Counsel. $1.2 million. • Flight Safety Technologies, Inc., (D. Conn.). Rosen Lead Counsel. $1…
A free copy from the RECAP archive of federal court filings (mirrored at the Internet Archive), retrieved October 21, 2026. Federal court filings are public records.
Document text
4 page(s), 7,623 characters, converted from the PDF's text layer · plain text.
Full text
Case 8:24-cv-02900-DKC Document 106 Filed 11/17/25 Page 1 of 4
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
DANNY WALKER, Individually and on Civil Action No. 8:24-cv-02900-DKC
Behalf of All Others Similarly Situated,
Hon. Deborah K. Chasanow
Plaintiff,
v.
ILEARNINGENGINES, INC., et al.,
Defendants.
DEFENDANT MARCUM LLP’S NOTICE OF SUPPLEMENTAL AUTHORITY
IN SUPPORT OF MOTION TO DISMISS THE AMENDED CLASS ACTION
COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
Defendant Marcum LLP (“Marcum”) respectfully submits the attached opinion, which was
issued on November 10, 2025 in Hunt v. PricewaterhouseCoopers LLP (PwC), No. 24-3568, ---
F.4 th ----, 2025 WL 3137726 (9th Cir. Nov. 10, 2025). The Ninth Circuit’s opinion constitutes the
second circuit court opinion to confirm the applicability of the pleading requirements of Omnicare,
Inc. v. Laborers Dist. Council Const. Indus. Pension Fund, 575 U.S. 175 (2015), to a Section 11
claim brought against an independent accountant. In affirming Hunt v. Bloom Energy Corp., 2021
WL 4461171 (N.D. Cal. Sept. 29, 2021) (on which Marcum relied in its briefing, see, e.g., Dkt.
80-1 (“MTD”) at 10–11; Dkt. 102 (“Reply”), at 2, 4, 6)), the Ninth Circuit held without
qualification that plaintiffs asserting Section 11 claims against an auditor must “challenge[]
[auditors] based on their audit opinion as Omnicare outlines.” Ex. A at 18. See also id. (quoting
Omnicare, 575 U.S. at 186, 194) (noting that audit opinions give rise to Section 11 liability only
when a plaintiff plausibly pleads “(1) ‘the speaker did not hold the belief she professed’; (2) ‘the
supporting fact[s] [the speaker] supplied were untrue’; or (3) the opinion omits facts ‘whose
omission makes the opinion statement at issue misleading.’”). The Hunt court also rejected
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Case 8:24-cv-02900-DKC Document 106 Filed 11/17/25 Page 2 of 4
outright the notion that Section 11 applies strict liability to auditors: “Accountants do not, ‘by
virtue of auditing a company’s financial statements, somehow make, own or adopt the assertions
contained therein.’” Ex. A at 20 (quoting Deephaven Priv. Placement Trading, Ltd. v. Grant
Thornton & Co., 454 F.3d 1168, 1174 (10th Cir. 2006)).
In so holding, the Ninth Circuit joined the Second Circuit (Querub v. Hong Kong, 649 F.
App’x 55 (2d Cir. 2016)), in accepting Marcum’s argument for dismissal. 1 Both courts have now
squarely held that Marcum’s analysis of Section 11 is the correct one. See Ex. A at 18; see also
Querub, 649 F. App’x at 58 (“Audit reports, labeled ‘opinions’ and involving considerable
subjective judgment, are statements of opinion subject to the Omnicare standard for Section 11
claims.”). What’s more—the Hunt opinion also implicitly overrules the sole post-Omnicare
authority Plaintiffs cite on the question of Omnicare’s applicability to Section 11 claims against
an auditor. Compare Special Situations Fund III QP, L.P. v. Marrone Bio Innovations, Inc., 243
F. Supp. 3d 1109, 1118 (E.D. Cal. 2017) (declining to adopt the reasoning in Querub because it
was (1) “without precedential value … not binding on this Court[, and it] did not consider the
pertinent question here: whether an audit report included in a registration statement constitutes a
certification of the audited financial statements.”) with Ex. A at 1, 24 (binding Ninth Circuit
precedent; holding that “an accountant’s certification of financial statements is nothing more than
an opinion. … Omnicare protects opinions from liability unless one of the three exceptions is
met.”). See also Reply at 6–7 (discussing Marrone); Dkt. 91 (“Opp.”) at 13.
The Hunt Court’s analysis is squarely on point for purposes of Marcum’s Motion to
Dismiss. An auditor who does no more than issue an opinion on underlying financial statements
1
See, e.g., MTD at 11–12; Reply at 5–7. Lead Plaintiffs sought to minimize the impact of Querub as an unpublished
opinion. Even if that distinction had merit, which Marcum disputes, see Reply at 6 n.3, Hunt is not subject to the same
challenge.
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Case 8:24-cv-02900-DKC Document 106 Filed 11/17/25 Page 3 of 4
is not strictly liable for material misrepresentations therein; a plaintiff who seeks to bring a claim
against such an auditor must plausibly do so in accordance with Omnicare’s framework. See Ex.
A at 18-19. As Plaintiffs tacitly conceded in their opposition, see Opp. at 3, they have not done
so. Marcum’s motion to dismiss should be granted with prejudice. See MTD at 12–16; Reply at
2–5.
Dated: November 17, 2025 Respectfully submitted,
/s/ Shirlethia V. Franklin
Shirlethia V. Franklin
D. Md. Bar No. 28662
JONES DAY
51 Louisiana Avenue, N.W.
Washington, D.C. 20001
T: 202.879.3892
E: [email protected]
Adrienne Ferraro Mueller
Jacob J. Thackston
Admitted Pro Hac Vice
JONES DAY
901 Lakeside Ave.
Cleveland, OH 44114
T: 216.586.3939
E: [email protected]
[email protected]
Samir Kaushik
Admitted Pro Hac Vice
JONES DAY
2727 North Harwood Street, Suite 500
Dallas, Texas 75201-1515
T: 214.220.3939
E: [email protected]
Attorneys for Defendant Marcum LLP
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Case 8:24-cv-02900-DKC Document 106 Filed 11/17/25 Page 4 of 4
CERTIFICATE OF SERVICE
I hereby certify that on November 17, 2025, I electronically filed the foregoing Motion to
Dismiss by using the CM/ECF system which will send a notice of electronic filing to all counsel
or parties of record.
/s/ Shirlethia V. Franklin
Shirlethia V. Franklin
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