In re Braskem S.A. Securities Litigation (246 F. Supp. 3d 731, 2017)

OPINION & ORDER

PAUL A. ENGELMAYER, District Judge:

These consolidated putative class actions involve claims that a Brazilian petrochemical company’s failure to disclose its long-running bribery scheme violated federal securities law. Plaintiffs are purchasers of purchasers of U.S.-traded securities of Braskem S.A. (“Braskem”) between July 15, 2010, and March 11, 2015 (the “Class Period”). In its Second Amended Consolidated Class Action Complaint, Dkt. 69 (“SAC”), lead plaintiff Boilermaker-Blacksmith National Pension Trust (“BBNPT”) claims that Braskem participated in, but did not publicly disclose, a bribery scheme that long enabled it to buy naphtha, a raw material central to its manufacturing operations, at materially below-market prices. The SAC alleges that Braskem’s share price was artificially inflated by various false and misleading statements by the company, which tended to create the false impression that the price at which it bought naphtha was based on market forces. The SAC further alleges that, on March 11, 2015, when the media exposed this scheme, Braskem’s share price fell more than 20%, harming shareholders. Plaintiffs sue Braskem; two of its former officers — Carlos José Fadigas de Souza Filho (“Fadigas”) and Bernardo Afonso de Almeida Gradin (“Gradin’’); and a major shareholder, Odebrecht S.A. (“Ode-brecht”).

Braskem and Fadigas have jointly filed a motion to dismiss, and Gradin and Ode-brecht have each filed separate motions to dismiss. All defendants moved under Federal Rule of Civil Procedure 12(b)(6). Ode-brecht separately moves under Rule 12(b)(2).

For the reasons that follow, the Court (1) denies in part, and grants in part, Braskem’s and Fadigas’s motion to dismiss; (2) grants Gradin’s motion to dismiss; and (3) grants Odebrecht’s motion to dismiss.

I. Background

A. The Parties

Plaintiffs, including lead plaintiff BBNPT, are purchasers in United States markets of Braskem securities during the Class Period. See SAC ¶ 23.

Braskem is a Brazilian petrochemical company, headquartered in Camagari, Brazil. Id. ¶¶ 2, 24. It is the largest petrochemical producer in Latin America and the largest producer of thermoplastic resins in the Americas. Id. Its American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “BAK.” Id. ¶ 20.

Odebrecht is Brazil’s largest infrastructure company. With an approximate 38% ownership stake in Braskem’s outstanding share capital alone, Odebrecht is one of Braskem’s largest shareholders. Id. ¶¶ 2, 13. Braskem’s other two largest shareholders are Petróleo Brasiliero S.A. — Petrobras (“Petrobras”), an energy company, and the Brazilian Development Bank, the primary financing agent for development in Brazil. Id.

Fadigas has been Braskem’s Chief Executive Officer (“CEO”), and a member of its executive management, since December 2010. Id. ¶ 26. He was elected to Braskem’s board of directors as a nominee of Odebrecht, Id. He previously served as Vice President of Braskem’s International Business Unit from an unknown date until 2011, as Braskem’s Chief Financial Officer (“CFO”) and Executive Vice President of Investor Relations between 2007 and 2010, and as Braskem’s Director of Investor Relations between December 2006 and 2007. Id. Fadigas also served as Odebrecht’s CFO between 2002 and 2006. Id.

Gradin was Braskem’s CEO between July 2008 and December 2010. Id. ¶ 26. He also served as Braskem’s Vice President of Basic Supplies between 2004 and 2007, and as Braskem’s Executive Vice President of Vinyl Products between December 2002 and 2004. Id. From 1987 through his tenure as Braskem’s CEO, Gradin also worked for Odebrecht; Id.

B. The Role of Naphtha in Brask-em’s Operations

Braskem has three major production units: the Basic Petrochemicals Unit, the Polyolefins Unit, and the Vinyls Unit. Id. ¶ 2. The Basic Petrochemicals Unit purchases naphtha, a raw material, and then transforms it into materials used by the Polyolefins Unit and the Vinyls Unit. Id. ¶ 3. During the Class Period, naphtha accounted for approximately half of Braskem’s consolidated cost of sales and services rendered. Id.

Braskem purchases approximately 70% of its naphtha from its shareholder Petro-bas under long-term agreements. Id. Petrobas is Braskem’s only domestic naphtha supplier; Braskem buys the remaining 30% of its naphtha from sources abroad. Id.

The SAC alleges that Odebrecht “had the power to direct and cause the direction of [Braskem] and the terms, of its naphtha contract with Petrobas.” Id. ¶ 13.

C. The Bribery Scheme

In or about 2014, Brazilian authorities launched an investigation into Petrobras, which revealed that Petrobras had been involved in a multibillion dollar money laundering and corruption scandal, in which “billions of dollars in kickbacks” were “funnel[ed]” to executives at Petrobras, Id. ¶ 5; see Dkt. 71 (“Braskem Def. Br,”) at "9. Brazilian authorities uncovered ties between Petrobras’ former head of refining and director of supply, Paulo Robérto Costa (“Costa”), and a black-market money dealer, Albert Youssef (“Youssef’), who facilitated the bribery payments. SAC ¶ 5. The investigation into the Petrobas scandal led to the discovery of Braskem’s bribery scheme. See id. ¶ 64.

As alleged by the SAC, the basic outline of the Braskem bribery scheme was as follows; Before and during the Class Period, Braskem, and Odebrecht for Braskem’s benefit, controlled the price of naphtha that Braskem purchased from Petrobas. They did so by paying bribes both to Petrobas and to politicians in Brazil’s Progressive Party, the “Partido Pro-gressista.” Id. ¶¶ 4, 35-36. In return for these bribes, Braskem was able to purchase naphtha from Petrobas at prices materially below the prevailing market rate. Id. ¶¶ 4, 33-35. The SAC alleges that, “despite the appearance of a new agreement in 2009 for naphtha sales between Petrobas and Braskem [ (“the 2009 Naphtha Agreement”) ], Braskem had already been paying and continued to pay bribes to Petrobas in a price-fixing scheme [since 2006].” Id. ¶ 35.

Multiple Petrobas executives, Odebrecht executives, Braskem executives, and others — including Costa; Youssef; and Marcelo Odebrecht, who served simultaneously as Odebrecht’s CEO and Braskem’s chairman of the board — have been arrested and, in some cases, convicted and sentenced to prison in connection with their roles in the bribery scheme. Id. ¶¶ 15, 28, 62-63, 71. The SAC’s allegations regarding the scheme draw upon testimony, in Brazilian federal court, of individuals connected with the scheme. In particular, the SAC recites such testimony from three sources — Youssef, Youssefs assistant Rafael Angulo Lopes (“Lopes”), and Costa— to describe the operation of the bribery scheme and the involvement of the individual defendants here in it.

Youssef testified that Gradin and Fadigas set bribe amounts. Id. ¶ 36. He also testified that he worked with other Braskem employees, including executive Alexandrino Alencar (“Alencar”), to facilitate payment of Braskem’s bribes to Progressive Party politicians. Id. ¶¶ 35-36. According to Youssef, Petrobas’s Costa received 30% of the bribes and the remaining amount went to the Progressive Party. Id. ¶ 35. Youssef testified that Alencar repeatedly represented that he was seeking authorization from Braskem’s CEO for the bribes. Id ¶ 36.

Lopes testified that Alencar met regularly with both Youssef and Lopes. Id. ¶ 38. Lopes admitted to giving Alencar bank account numbers and swift codes for deposit slips confirming the transfer of bribes. Id.

Costa testified as to how he coordinated bribes with Braskem. He testified that he had personally spoken with both Gradin and Fadigas about bribes and that both men participated in determining naphtha prices. Id. ¶¶ 39, 51. Costa testified that Gradin personally asked Costa to keep naphtha prices for Braskem at a specific below-market rate. Id. ¶ 41.

D. Statements During the Class Period

The SAC alleges that, during the Class Period, Braskem, and in one instance Odebrecht, made public statements regarding Braskem’s operations and policies generally and/or Braskem’s naphtha purchases specifically. See, e.g., id. ¶ 9. Braskem and Odebrecht, however, never disclosed the bribery scheme. Id. ¶ 10. In particular, plaintiffs base their claims of liability for securities fraud on statements made in (1) an Odebrecht press release regarding Braskem, (2) Braskem’s Sustainability Reports, (3) Braskem’s Code of Conduct, (4) Braskem’s Form 6-K filings with the SEC, and (5) Braskem’s Form 20-F filings with the SEC. The Court describes these categories of statements in turn.

1. Odebrecht’s Press Release

On June 30, 2011, Odebrecht published a press release announcing an award won by Braskem. The press release included the following statement from CFO Marcela Drehmer: “Creating value for shareholders is a crucial part of our work, aligned with a policy of transparency and good corporate governance practices.” SAC ¶ 100 (quoting Odebrecht, Braskem Earns 2011 ABRASCA Award, June 30, 2011, http://odebrecht.com/en/braskem-earns-2011-abrasca-award) (emphasis added).

2. Braskem’s Sustainability Reports

On January 15, 2010, Braskem published its 2009 Sustainability Report, which, Braskem stated, was “addressed to shareholders, customers, members, media and other stakeholders in the activities of Braskem.” Id. ¶¶ 76-77. The report made a series of general statements touting Braskem’s ethical policies and culture, emphasizing the company’s transparency and its compliance with applicable laws and regulations. The following statements are representative:

(1) “At Braskem the Client service culture is translated into long term business partnerships and transparent relationships.”

(2) “Transparency, ethics and respect to Clients, Company Members, Shareholders, Suppliers and society are inherent to Braskem culture and actions.”

(3) “[A] Supplier Code of Conduct establishes] the principles that guide the relations between Braskem and its service providers. The Code of Conduct highlights fundamental values such as transparency, ethics, clarity of information and responsibility for Supply decisions.”

(4) “[Corporate governance principles enforced by Braskem [include ... ] ensuring] conformity with legal and regulatory bodies to whose authority Braskem business are subject.”

(5) “The Braskem Code of Conduct establishes the 'following fundamental principles: ... Members shall be responsible for performing the assigned' tasks and for conducting Braskem businesses with transparency and in strict conformity with the law in force and with Company principles and guidance; ... transparency of accounting and financial 'records: transparency is critical to enable a correct assessment of Braskem by market agents.”

Id. ¶ 78 (quoting Braskem, 2009 Sustainability Report 1 (July 15, 2010), http://www. braskem.com/rao/2009/en/pdf/braskem 2009.pdf (“2009 Sustainability Report”)). The report also contained an introduction, signed by “Marcelo Odebrecht, Chairman of Braskem Board of Directors, [and] Bernardo Gradin, CEO of Braskem,” stating, inter alia, “We thank our Clients and Shareholders for their trust.” SAC ¶ 78 (quoting 2009 Sustainability Report).

On August 16, 2011, Braskem published its 2010 Sustainability Report, which included an introduction signed by Fadigas. SAC ¶ 102. This 2010 Sustainability Report, like the 2009 Sustainability Report, included statements lauding Braskem’s ethical practices, including, inter alia, statements about the company’s “ethical integrity permeating] all systems of governance dealing with the Company’s internal and external relations,” “transparency, going beyond the minimum obligations,” and “adhere[nce] to regulatory, legal, statutory and procedural guidelines.” Id. (quoting Braskem, 2010 Annual and Sustainability Report 31-32 (2010)).

3. Braskem’s Code of Conduct

During the Class Period, Braskem maintained a Code of Conduct. It recited the company’s “expectation]” that “all suppliers and members of companies controlled by BRASKEM are aware of this Code of Conduct and comply with its terms in all negotiations with BRASKEM, or on behalf of it.” SAC ¶ 80.

The Code of Conduct also contained a series of statements regarding Braskem’s ethics policies and culture. Some statements broadly emphasized Braskem’s general compliance with ethical and legal standards. The following statements are representative:

(1) “Our reputation and our trustworthiness are our most valuable assets, and the ethical principles on which our acts are based contribute to maintain the image of BRASK-EM as a solid and reliable organization to our Customers, Suppliers and collaborators in general. We shall emphasize that our philosophy is based on integrity, independence, and freedom of expression, precepts that have always been encouraged in BRASKEM, Compliance with this Code of Ethics by each of the Members reaffirms one of our most important targets, which is to maintain and consolidate the reputation of BRASKEM.”

(2) “The presence of BRASKEM on the domestic and international capital market and the participation of the Members of BRASKEM in different sectors of business, geographical regions and cultures, which constitute globalized and competitive markets, demand transparent standards of performance and compliance with various legal systems.”

(3) “BRASKEM expects its members in the exercise of their duties to adhere to established corporate procedures and the same care and diligence that anyone would normally use in their personal affairs, i e. honest and dignified conduct, in accordance with the laws and ethical standards of society.”

(4) “BRASKEM expects its members to conduct business relations in compliance with the laws, the legal market practices and specially to national and international standards related to the economic order and competition defense.”

(5) “The Members of BRASKEM are responsible for taking the appropriate action, if they have knowledge of irregularities committed by third parties that may compromise the name and interests of BRASKEM. Any transaction involving BRASK-EM must be supported by appropriate documents, coated with all legal formalities.”

SAC ¶¶ 80-81 (quoting Braskem, Code of Conduct, Feb. 2014, available at http:// www.braskem.com/Portal/Principal/ Arquivos/ModuloHTML/Documentos/1165/ 14-0294-CodigoBraskemIngles-20150430-Visualizacao.pdf (“2014 Code of Conduct”)); see also SAC ¶ 129.

Other statements in the Code of Conduct identified specific conduct that Brask-em prohibited. For example:

(1) “It is strictly forbidden to all Members of BRASKEM [to] make any improper, questionable or illegal payments, or favor by granting undue benefits or outside the usual practices of the trade, customers and suppliers, to the detriment of others, as well as [to] make payments or grant privileges or advantages to public or equivalent employees, either directly or by third parties.”

(2) “It is forbidden to any Member to keep understandings with BRASK-EM’S competitor(s) aiming fixation of prices and/or conditions of sale, adopt or influence the adoption of an uniform commercial conduct or pre-agreed, divide markets, and subordinate the sale of one product to another.”

(3) “It is strictly forbidden to all Members of BRASKEM [to] offer or premise, either directly or through third parties, payments, gifts or benefits to public officials, political parties or their members, and candidates for political office, and the family or equivalent of any one described above, in order to obtain benefit for the company.”

SAC ¶ 81 (quoting 2014 Code of Conduct).

4. Braskem’s Form 20-F Filings

Braském’s annual reports were each filed with the SEC on a Form 20-F.

Braskem’s 2010 annual report was filed on June 10, 2011. SAC ¶ 91. It was signed by Drehmer and Fadigas, id., and accompanied by a certification under the Sar-banes-Oxley Act of 2002 (“SOX”) signed by Fadigas, id. ¶ 92.

The annual report made the following statements describing Braskem’s naphtha purchase contracts with Retrobas:

We purchase naphtha for use by our Basic Petrochemical Unit and our Quattor Unit from Petróleo Brasileiro S.A.— Petrobras, or Petrobras, at prices based on a variety of factors, including the Amsterdam-Rotterdam-Antwerp market prices of naphtha and a variety of other petrochemical derivatives, the volatility of the prices of these products in the international markets, the reaZ/U.S. dollar exchange rate, and the level of paraffinicity of the naphtha that is delivered.

SAC ¶ 95 (quoting 2010 20-F at 5). The Form 20-F later stated:

Our contracts with Petrobras provide[ ] for naphtha prices based on a variety of factors, including. the market prices of naphtha and other basic petrochemical derivatives, the volatility of the prices of these products in the international markets, the real/U.S. dollar exchange rate, and the level of paraffinicity of the naphtha that is delivered.

SAC ¶ 96 (quoting 2010 20-F at 91). The annual report also noted Braskem’s code of business conduct and ethics, including the code’s principles regarding “fair dealing,” “compliance with laws, rules and regulations,” and “encouraging the reporting of any illegal or unethical behavior.” SAC ¶ 98 (quoting 2010 20-F at 185-86).

Braskem’s ensuing annual reports for 2011, 2012, and 2013 contained the same or similar statements regarding the company’s naphtha purchase contracts with Petrobas, id. ¶¶ 108-09, 117-118, 122, and its code of business conduct and ethics, id. ¶¶ 111, 120, 128. The 2011 annual report was filed on April 10, 2012, id. ¶ 104; the 2012 annual report, on April 8, 2013, id. ¶ 113; and the 2013 annual report, on April 14, 2014, id. ¶ 122. The 2011 and 2012 reports were signed by both Drehmer and Fadigas; the 2013 report was signed by Fadigas and Braskem’s then-CFO Mario Augusto da Silva. Id. ¶¶ 104, 113, 124.

All four reports were accompanied by SOX certifications signed by Fadigas. The 2010 SOX certification certified that:

[The Form 20-F does] not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Id. (citation omitted). It further certified that the Form 20-F had disclosed:

[a]ll significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the .company’s ability to record, process, summarize and report financial information, .[and ..,] [a]ny fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Id. (quoting Braskem, S.A., Annual Report (Form 20-F), Exs. 12.01, 12.02 (June 10, 2011) (“2010 20-F”) (emphasis added)). Finally, it certified that the Form 20-F had disclosed:

any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, [Braskem’s] internal control over financial reporting.

SAC ¶ 93 (quoting 2010 20-F, Exs. 12.01, 12.02). The 2011, 2012, and 2013 certifications contained similar language. SAC ¶¶ 106-06, 114-15, 125-26.

5. Braskem’s Form 6-K Filings

Braskem made four Form 6-K filings with the SEC, all in 2010, each signed by then-CFO Drehmer. These contained the following statements regarding naphtha pricing:

A Form 6-K filed on August 13, 2010, contained the following statements:

Braskem’s cost of goods sold (CoGS) was R$5.4 billion in 2Q10, up 2% from the previous quarter, basically reflecting the higher raw material prices.

In relation to 2Q09, CoGS in the quarter rose by 27%. The average [international Amsterdam-Rottingham-Antwerp (“ARA”)] naphtha price increased by 41% between the periods and was partially offset by the higher operating efficiency in the period.

The average price of ARA naphtha in the quarter was US$691/ton, down 3% from 1Q10 (US$709/ton). However, based on the three-month moving average (which is the reference for the domestic market), the average naphtha price in 2Q10 increased by 5% to US$ 714/ton, from US$682/ton. Braskem acquires the bulk of its naphtha feedstock from Petrobras, with the remainder imported directly from suppliers in Argentina, Venezuela and countries from northern Africa.

In 1H10, CoGS came to R$ll billion, 27% higher than in 1H09. As previously mentioned, the higher CoGS is basically explained by the sharp increase in naphtha prices of 60% between the periods.

Id. ¶ 83 (quoting Braskem, EBITDA grows 17% to R$1.04 billion in 2Q10 6-7, Aug. 10, 2010, http://www.braskemri,com. br/Portal/RI/arquivos/resultado/105/2Q10% 20Results.pdf).

A Form 6-K filed on August 24, 2010, contained the following statements:

The inter-company transactions between [Braskem] and related companies are made on terms equivalent to the averages practiced with third parties, subject to the following: (i) For the purchase of naphtha from Petrobras and REFAP, the price of naphtha and other oil byproducts is that practiced in the international market, considering a clause related to the quality of parafinicity and contaminants in the naphtha delivered; and (ii) For the sales to foreign subsidiaries, the collection period of 180 days is longer than that established for other customers.

SAC ¶ 85 (quoting Braskem, S.A., Report of Foreign Issuer (Form 6-K), 29 (Aug. 24, 2010)).

A Form 6-K filed on November 16, 2010, contained the following statements:

Cost of goods sold (COGS) was R$6.1 billion in 3Q10, up 14% from 2Q10, reflecting the growth in resin sales volume, which was partially offset by the lower feedstock prices.

In relation to 3Q09, COGS increased 35%, reflecting the 10% upturn in average ARA naphtha prices and, especially, the higher resin sales volume.

The average ARA naphtha price in the quarter was US$658/t, down 5% from 2Q10 (US$692/t). The three-month moving average of the ARA naphtha price in 3Q10 decreased by 4% to US$675/t. Braskem acquires the bulk of its naphtha feedstock from Petrobras, with the remainder imported directly from suppliers in Argentina, Venezuela and countries from northern Africa.

SAC ¶ 87 (quoting Braskem, S.A., Report of Foreign Issuer (Form 6-K), 7 (Nov. 16, 2010)).

Finally, a Form 6-K filed on November 26, 2010, contained the following statements:

The inter-company transactions between the Company and related companies are made on terms equivalent to the averages practiced with third parties, subject to the following: (i) For the purchase of naphtha from Petrobras and REFAP, the price of naphtha and other oil byproducts is that practiced in the international market, using a clause related to the quality of parafinicity and contaminants in the naphtha delivered; and (ii) For the sales to foreign subsidiaries, the collection period of 180 days is longer than that established for other customers,

SAC ¶ 89 (quoting Braskem, S.A., Report of Foreign Issuer (Form 6-K), 28 (Nov. 26, 2010)).

E. Exposure of the Bribery Scheme and the Drop in Braskem’s Stock Price

On March 11, 2015, a Brazilian newspaper exposed Braskem’s involvement in the bribery scheme. Id. ¶ 66. That day, after news of the bribery scheme broke, the price of Braskem ADSs dropped by more than 20%, or $1.80 per ADR. Id. ¶¶ 16, 68.

F. Events and Disclosures After the Class Period

On February 8, 2016, Braskem received a subpoena from the SEC. Id. ¶ 8. Braskem did not disclose the subpoena. Id.

On March 8, 2016, a Brazilian federal court sentenced Marcelo Odebrecht to 19 years in prison for his involvement in bribing politicians and in bribing Costa. Id. ¶¶ 4, 7. Relevant here, the Brazilian judge found that a naphtha supply contract between Petrobas and Braskem involved the payment, by Braskem or on its behalf, of $35 million in bribes ($5 million/year between 2006 and 2012). Id. ¶ 7.

On March 11, 2016, Brazilian prosecutors brought a civil action against Odebrecht’s CEO and others, seeking $2 billion in damages for their participation in bribery schemes. Id. ¶ 8.

On March 29, 2016, a Brazilian newspaper reported that the United States Department of Justice (“DOJ”) was investigating Braskem for violating the Federal Corrupt Practices Act (“FCPA”) in connection with its naphtha purchases. Id. Braskem publicly responded to the news report. Without disclosing the SEC subpoena, it characterized the investigation as one it voluntarily undertook. Braskem stated that it had “t[aken] the initiative to open an independent inquiry to investigate the allegations” and that “[t]he process is being conducted by outside law firms hired by the company with the [DOJ] and [SEC].” Id. After the announcement of the U.S. investigation, the price of Braskem’s ADSs dropped by 2.1%. Id.

On March 31, 2016, a Brazilian newspaper reported that Brazilian authorities had charged a Progressive Party congressman and others with taking bribes to enable Braskem to receive a favorable naphtha purchase agreement from Petrobras. Id. In its public response, Braskem reiterated that it had “[t]aken the initiative to open an independent inquiry to investigate the allegations” and had “offered access to information, data and files” to the SEC and DOJ. Id.

On May 5, 2016, Braskem first disclosed the SEC subpoena to investors. Id.

In December 2016, Braskem and Odebrecht each entered into a plea agreement with the DOJ and pled guilty in federal court to a felony violation of the FCPA. Each admitted participating in a broad-ranging bribery scheme that, as relevant here, including bribing Petrobras and Brazilian officials to secure favorable pricing of naphtha for Braskem. See Dkts. 99, 102.

G. Procedural History

On July 1, 2016, plaintiff Douglas W. Peters filed a complaint, Dkt. 1, and published a notice of the action on BusinessWire, see id., Ex. 1. On July 2, 2015, plaintiff Carmine Vitolo filed a separate complaint. 15 Civ. 5183, Dkt. 1. On September 8, 2015, the Court consolidated these two actions and appointed BBNPT lead plaintiff. Dkt. 24.

On November 6, 2015, BBNPT filed an initial consolidated complaint against Braskem, Odebrecht, Gradin, Fadigas, Drehmer, and da Silva. Dkt. 37. On December 21, 2015, Braskem, Fadigas, da Silva, and Drehmer together moved to dismiss that complaint, Dkt. 46, as did Gradin separately, Dkt. 49. On May 20, 2016, BBNPT filed the SAC, which brought claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (“the Exchange Act”), 15 U.S.C. §§ 78j(b) and 78t, against the above defendants, except for da Silva and Drehmer, whom the SAC dropped. Dkt. 69.

On July 6, 2016, Braskem and Fadigas filed a motion to dismiss the SAC, Dkt. 70, and a supporting memorandum of law, Dkt. 71 (“Braskem Def. Br”), and declaration, Dkt. 72. The same day, Gradin filed a motion to dismiss, Dkt. 73, and a supporting memorandum of law, Dkt. 74 (“Gradin Def. Br.”), and declaration, Dkt. 75. These motions were all based on Rule 12(b)(6), arguing that the SAC failed to state a claim. On August 22, 2016, BBNPT filed an opposition to these motions. Dkt. 78 (“Pl. First Opp. Br.”). On September 21, 2016, Braskem and Fadigas filed a reply, Dkt. 79 (“Braskem Def. Reply Br”), and a supporting declaration, Dkt. 80. The same day, Gradin filed a reply (“Gradin Def. Reply Br.”), Dkt. 82, and a supporting declaration, Dkt. 83. On October 17, 2016, the Court held argument on these motions to dismiss.

On November 14, 2016, Odebrecht filed a motion to dismiss the SAC, Dkt. 96, as well as a supporting memorandum of law, Dkt. 97 (“Odebrecht Def. Br.”). Odebrecht’s motion was based both on Rule 12(b)(2), for lack of personal jurisdiction, and Rule 12(b)(6). On December 16, 2017, BBNPT filed an opposition to Odebrecht’s motion to dismiss. Dkt. 98 (“Pl. Second Opp. Br”). On January 6, 2017, Odebrecht filed a reply brief, Dkt. 105 (“Odebrecht Def. Reply Br.”), and a letter motion seeking additional oral argument, Dkt. 106, which the Court denied on January 17, 2017, Dkt. 107.

II. Applicable Legal Standards

A. Rule 12(b)(6)

To survive a motion to dismiss under Rule 12(b)(6), a complaint must plead “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). A claim will only have “facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 663, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). A complaint is properly dismissed, where,"as a matter of law, “the allegations in''a complaint, however true, could not raise' a claim of entitlement to relief.” Twombly, 550 U.S. at 558, 127 S.Ct. 1955. Accordingly, a district court must accept as true all well-pleaded factual allegations in the complaint, and draw all inferences in the plaintiffs favor. ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir. 2007) (“ATSI”). However, that tenet “is inapplicable to legal conclusions.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. Thus, a pleading that offers only “labels and conclusions” or “a formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955.

“Securities fraud claims are subject to heightened pleading requirements that the plaintiff must meet to survive a motion to dismiss.” ATSI, 493 F.3d at 99; see also tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007).

First, a complaint alleging securities fraud must meet the requirements of Federal Rule of Civil Procedure 9(b). See ECA & Local 134 IBEW Joint Pension Trust of Chi v. JP Morgan Chase Co., 553 F.3d 187, 196 (2d Cir. 2009) (“ECA”). Rule 9(b) states that “[i]n alleging fraud or mistake, a party must state with particularity the circumstances constituting fraud or mistake.” Fed. R. Civ. R 9(b). Rule 9(b) requires that, a complaint “(1) specify the statements that the plaintiff contends were fraudulent, (2) identify the speaker, (3) state where and when the statements were made, and (4) explain why the statements were fraudulent.” ATSI, 493 F.3d at 99 (citation omitted). “Allegations that are conclusory or unsupported by factual assertions are insufficient.” Id.

Second, a complaint alleging securities fraud must comply with the pleading requirements of the Private Securities Litigation Reform Act (the “PSLRA”), 15 U.S.C. § 78u-4(b), See Lewy v. SkyPeople Fruit Juice, Inc., No. 11 Civ. 2700 (PKC), 2012 WL 3957916, at *7 (S.D.N.Y. Sept. 10, 2012). In particular, where a plaintiffs claims depend upon allegations that the defendant has'made an untrue statement of material fact or that the defendant omitted a material fact necessary in order to make the statements not misleading, the plaintiff “shall'specify each statement alleged to have been misleading, the reason or reasons why the statement is misleading, and, if an allegation regarding the statement or omission is made on information and-belief, the complaint shall state with particularity all facts on which that belief.is formed." 15 U.S.C. § 78u-4(b)(1). Thus, to plead a claim of securities fraud, plaintiffs “must do more than say that the statements ... were false and misleading; they must demonstrate with specificity why and how that is so.” Rombach v. Chang, 355 F.3d 164, 174 (2d Cir. 2004); see also In re Austl. & N.Z. Banking Grp. Ltd. Sec. bitig., No. 08 Civ. 11278 (DLC), 2009 WL 4823923, at *7 (S.D.N.Y. Dec. 14, 2009).

In addition, a plaintiff pleading scienter in a securities fraud action “shall, with respect to each act or omission alleged to violate this chapter, state with particularity facts giving rise to a strong inference that the defendant acted with the required state of mind.” 15 U.S.C. § 78u-4(b)(2). “For an inference of scienter to be strong, ‘a reasonable person [must] deem [it] cogent and at least as compelling as any opposing inference one could draw from the facts alleged.’ ” ATSI, 493 F.3d at 99 (quoting Tellabs, 551 U.S. at 324, 127 S.Ct. 2499) (alteration and emphasis in original).

B. Rule 12(b)(2)

“[T]he plaintiff bears the burden of establishing that the court has jurisdiction over the defendant.” DiStefano v. Carozzi N. Am., Inc., 286 F.3d 81, 84 (2d Cir. 2001) (citation omitted); accord In re Terrorist Attacks on Sept. 11, 2001, 714 F.3d 659, 673 (2d Cir. 2013). “[T]he showing a plaintiff must make to defeat a defendant’s claim that the court lacks personal jurisdiction over it ‘varies depending on the procedural posture of the litigation.’ ” Dorchester, 722 F.3d at 84 (quoting Ball v. Metallurgie Hoboken-Overpelt, S.A., 902 F.2d 194, 197 (2d Cir. 1990)). Relevant here, before discovery, “a plaintiff challenged by a jurisdiction testing motion may defeat the motion by pleading in good faith, legally sufficient allegations of jurisdiction. At that preliminary stage, the plaintiffs prima facie showing may be established solely by allegations.” Id. (quoting Ball, 902 F.2d at 197); accord In re Terrorist Attacks, 714 F.3d at 673 (“In order to survive a motion to dismiss for lack of personal jurisdiction, a plaintiff must make a prima facie showing that jurisdiction exists,” (citation omitted)).

A showing of personal jurisdiction “may be made through the plaintiffs ‘own affidavits and supporting materials, containing an averment' of facts that, if credited, would suffice to establish jurisdiction over the defendant.’ ” S. New Eng. Tel. Co. V. Global NAPs Inc., 624 F.3d 123, 138 (2d Cir. 2010) (quoting Whitaker v. Am. Telecasting, Inc., 261 F.3d 196, 208 (2d Cir. 2001)). The Court “construe[s] the pleadings and affidavits in the light most favorable to plaintiffs, resolving all doubts in their favor.” Dorchester, 122 F.3d at 85 (quoting S. New Eng. Tel., 624 F.3d at 138). Nevertheless, the Court “will not draw argumentative inferences in the plaintiffs favor” and heed not “accept as true a legal conclusion couched as a factual allegation.” In re Terrorist Attacks, 714 F.3d at 673 (citations omitted).

III. Discussion

Plaintiffs bring claims under § 10(b) and § 20(a) of the Exchange Act. In their Rule 12(b)(6) motions, Braskem, Fadigas, and Gradin argue that the - SAC’s § 10(b) claims fail to plead either an actionable misrepresentation or omission or scienter. Gradin' separately argues that these claims fail to plead loss causation. And all defendants argue that the SAC’s § 20(a) claims fail to plead control person liability. Finally, in its Rule 12(b)(2)- motion, Odebrecht argues that the claim against it, under § 20(a), must be dismissed for lack of personal jurisdiction. The Court addresses the various arguments in turn.

A. Actionable Misrepresentation or Omission

Section 10(b) of the Exchange Act makes it unlawful to “use or employ, in connection with the purchase or sale of any security ... any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe.” 15 U.S.C. § 78j(b). The SEC’s implementing rule, Rule 10b-5, provides that it is unlawful “[t]o make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.” 17 C.F.R, § 240.10b-5. To state a claim for securities fraud under § 10(b) and Rule 10b-5, a plaintiff must, therefore, adequately plead these six elements: “(1) a material misrepresentation or omission by the. defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or sale of a security; (4) reliance upon the misrepresentation or omission; (5) economic loss; and (6) loss causation.” Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, 552 U.S. 148, 157, 128 S.Ct. 761, 169 L.Ed.2d 627 (2008).

The SAC here faults defendants for not disclosing the criminal bribery scheme in which Braskem participated so as to secure favorable prices for naphtha. The non-disclosure of that scheme, plaintiffs allege, made various of defendants’ statements misleading and/or constituted a material omission. In moving to ^dismiss, Braskem, Fadigas, and Gradin counter that the SAC does not adequately allege a material misrepresentation or omission, and therefore does not state a § 10(b) claim. Braskem Def. Br. at 18; Gradin Def. Br. at 15.

Three background legal principles frame this dispute.

First, as to whether defendants had a duty to disclose the naphtha bribery scheme, for plaintiffs to state a § 10(b) claim, the SAC must adequately plead that Braskem made a statement that—absent disclosure of the bribery scheme — was “ ‘misleading as to a material fact.’ ” Matrixx Initiatives, Inc. v. Siracusano, 563 U.S. 27, 38, 131 S.Ct. 1309, 179 L.Ed.2d 398 (2011) (quoting Basic Inc. v. Levinson, 485 U.S. 224, 238, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988)) (emphasis omitted). That is because — as plaintiffs acknowledge —Braskem did not have a freestanding legal duty to disclose the bribery scandal, no matter how unseemly the scandal was and no matter how significant the scandal would have been to the market. Federal securities law “do[es] not create an affirmative duty to disclose any and all material information.” Matrixx Initiatives, Inc., 563 U.S. at 44, 131 S.Ct. 1309. And “[disclosure of ... information is not required ... simply because it may be relevant or of interest to a reasonable investor.” Lopez v. Ctpartners Exec. Search Inc., 173 F.Supp.3d 12, 23 (S.D.N.Y. 2016) (quoting Resnik v. Swartz, 303 F.3d 147, 154 (2d Cir. 2002)). Rather, an omission is actionable only when disclosure of the information in question is “necessary ‘to make ... statements made, in the light of the circumstances under which they were made, not misleading.’” Matrixx Initiatives, 563 U.S. at 44, 131 S.Ct. 1309 (quoting 17 C.F.R. § 240.10b-5(b)) (ellipses in original).

Based on this principle, courts presented with the specific context here— of undisclosed corporate malfeasance or allegations of the same — have held that disclosure was not required except where doing so was necessary to prevent the corporation’s other statements from being misleading. See, e.g., In re Marsh & Mclennan Cos., Inc. Sec. Litig., 501 F.Supp.2d 452, 469 (S.D.N.Y. 2006) (“the securities laws do not impose a general duty to disclose corporate mismanagement or uncharged criminal conduct”; disclosure required only “where ‘a failure to disclose facts that amount to mismanagement may render other statements misleading”’) (quoting In re NTL Inc. Sec. Litig., 347 F.Supp.2d 15, 27 (S.D.N.Y. 2004)); see also In re Lions Gate Entm’t Corp. Sec. Litig., 165 F.Supp.3d 1, 12 (S.D.N.Y. 2016) (defendants did not have duty to disclose SEC investigation); Perez v. Higher One Holdings, Inc., No. 3:14 Civ. 755 (AWT), 2016 WL 6997160, at *15 (D. Conn. Sept. 13, 2016) (defendants did not have duty to disclose improper business practices); In re ITT Educ. Servs., Inc. Sec. & S’holder Derivatives Litig., 859 F.Supp.2d 572, 579 (S.D.N. Y 2012) (defendants did not have duty to disclose predatory recruiting tactics). And a corporation, by reporting its income, does not take on a duty to disclose that some of that income may be due, in part, to unlawful conduct. In re Marsh & Mclennan, 501 F.Supp.2d at 470 (“[T]he allegation that a corporation properly reported income that is alleged to have been, in part, improperly obtained is insufficient to impose Section 10(b) liability”; “a company’s misleading statements about the sources of its revenue do not make the company’s statements of the revenue figures misleading; rather, liability is limited to the misleading statements themselves.”). Id. Of course, a disclosure obligation may alternatively arise from a separate statute or regulation. But the SAC does not identify any statute or regulation that obliged Braskem to publicly disclose its bribery.

Second, as to the requirement of materiality, it “is satisfied when there is ‘a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the total mix of information made available.’ ” Id. at 468 (quoting Basic, 485 U.S. at 231-32, 108 S.Ct. 978). The Supreme Court has rejected a lower standard — for example, defining a “material fact” as any “fact which a reasonable shareholder might consider important”— because such a standard would lead corporations to “bury the shareholders in an avalanche of trivial information[,] a result that is hardly conducive to informed decisionmaking.” TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438, 448-49, 96 S.Ct. 2126, 48 L.Ed.2d 757 (1976). The “materiality hurdle” is, therefore, “a meaningful pleading obstacle.” In re ProShares Trust Sec. Litig., 728 F.3d 96, 102 (2d Cir. 2013). However, because the materiality inquiry is fact-intensive, a court may not dismiss a complaint “on the ground that the alleged misstatements or omissions are not material unless they are so obviously unimportant to a reasonable investor that reasonable minds could not differ on the question of their importance.” Carpenters Pension Trust Fund, 750 F.3d at 235 (quoting ECA, 553 F.3d at 197).

Third, to the extent that a § 10(b) claim implicates subjective statements of opinion, such statements, like objective statements of material fact, can be actionable as fraud. Such statements of opinion can give rise to liability in two distinct ways. First, “liability for making a false statement of opinion may lie if either ‘the speaker did not hold the belief she professed’ or ‘the supporting fact she supplied were untrue.’ ” Tongue v. Sanofi, 816 F.3d 199, 210 (2d Cir. 2016) (quoting Omnicare, Inc. v. Laborers Dist. Council Const. Indus. Pension Fund, — U.S. -, 135 S.Ct. 1318, 1327, 191 L.Ed.2d 253 (2015)). Second, “opinions, though sincerely held and otherwise true as a matter of fact, may nonetheless be actionable if the speaker omits information whose omission makes the statement misleading to a reasonable investor.” Sanofi, 816 F.3d at 210 (citing Omnicare, 135 S.Ct.at 1332).

The Court now applies these principles to the public statements which plaintiffs claim were materially misleading absent disclosure of the naphtha bribery scheme. These statements are usefully sorted into three categories: (1) Braskem’s standards of conduct and code of ethics, as articulated in the Odebrecht press release, Braskem’s sustainability reports, and Braskem’s code of conduct; (2) Braskem’s statements relating to its internal controls, as articulated in Braskem’s SOX certifications attached to the company’s Form 20-F filings; and (3) Braskem’s statements relating to the basis for prices it paid for naphtha, as articulated in the company’s Form 20-F and Form 6-K filings.

1. Statements Regarding Code of Ethics and Standards of Conduct

The Court considers first the general statements by Braskem — and, in fits press release about Braskem, by Ode-brecht — with respect to Braskem’s ethics and standards of conduct. For the reasons that follow, the Court holds that, whether viewed as statements of fact or opinion, these statements — which principally appear in the press release, the sustainability reports, and the code of conduct — are non-actionable as immaterial puffery.

“The materiality of a misstatement depends on whether ‘there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to [act].’” JP Morgan, 553 F.3d at 197 (quoting Basic, 485 U.S. at 231-32, 108 S.Ct. 978) (alteration in original) (internal quotation marks omitted). “In other words, in order for the misstatement to be material, ‘there must be a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the “total mix” of information made available.’ ” Id. (quoting Basic, 485 U.S. at 231-32, 108 S.Ct. 978) (internal quotation marks omitted).

Significant here, the Second Circuit has held that statements that are too vague or general or are merely reflections of corporate puffery are not actionable. “To be ‘material’ within the meaning of § 10(b),' the alleged misstatement must be sufficiently specific for an investor to reasonably rely on that statement as a guarantee of some concrete fact or outcome which, when it proves false or does not occur, forms the basis for a § 10(b) fraud claim.” City of Pontiac Policemen’s & Firemen’s Ret. Sys. v. UBS AG, 752 F.3d 173, 185 (2d Cir. 2014). As the Circuit has explained: “It is well-established that general statements about reputation, integrity, and compliance with ethical norms are inactionable ‘puffery,’ meaning that they are ‘too general to cause a reasonable investor to rely upon them.’ ” Id. at 183 (quoting JP Morgan, 553 F.3d at 206).

A useful illustration of this principle is contained in City of Brockton Ret. Sys. v. Avon Prod., Inc., holding non-actionable a series of general statements found in Avon’s ethics code and corporate responsibility reports. No. 11 Civ. 4665 (PGG), 2014 WL 4832321, at *16 (S.D.N.Y. Sept. 29, 2014). These statements included an assurance that “[o]ne of Avon’s fundamental principles is that its associates will observe the very highest standards of ethics in the conduct of Avon’s business, so that even the mere appearance of impropriety is avoided,” id. at * 13, and a pronouncement that “(b]ribes, kickbacks and payoffs to government officials, suppliers and other[s] are strictly prohibited” and that “[n]o gift, entertainment or favor of any kind may be given to any government employee without the prior approval of the Legal Department or officer in charge of legal affairs in your country,” id. at *14 (internal quotation marks omitted). The district court held that a reasonable investor would not rely on these statements “as a guarantee that Avon would, in fact, maintain a heightened standard of legal and ethical compliance,” id. at *16, Such statements, the Court explained, “offer no assurance that Avon’s compliance efforts will be successful, and do not suggest that Avon’s compliance systems give the Company a competitive advantage over other companies.” Id. Accordingly, the court held, the statements at issue were “not material,” as they “merely set forth standards in generalized terms that Avon hoped its employees would adhere to.” Id.

The statements here were similarly inherently immaterial puffery. The statements which plaintiffs claim were materially misleading at issue broadly touted Braskem’s “trustworth[y]” culture, SAC ¶ 80, its commitment to “integrity,” id., its “compliance with the laws,” id., its “fundamental values such as transparency, ethics, clarity of information and responsibility for Supply decisions,” id. ¶ 78, and its commitment to “transparency and good corporate governance practices,” id. ¶ 100. Such statements “consist of precisely the type of ‘puffery* that [the Second] and other circuits have consistently held to be inactionable.” Lasker v. N. Y. State Elec. & Gas Corp., 85 F.3d 55, 59 (2d Cir. 1996) (per curiam) (statements regarding company’s “financial integrity” non-actionable); see In re Marsh & Mclennan Cos., 501 F.Supp.2d at 475 (statements regarding company’s “culture of excellence” were puffery); Boca Raton Firefighters & Police Pension Fund v. Bahash, 506 Fed.Appx. 32, 36-37 (2d Cir. 2012) (summary order) (statement that “recently posted code of practices and procedures ‘underscores [company’s] dedication towards transparent and independent decision-making process’ ” non-actionable).

To the extent that plaintiffs rely on Braskem’s code of conduct, it is a particularly inapt candidate to serve as the basis for § 10(b) liability. As the Second Circuit has noted, statements within such codes tend to be “explicitly aspirational, with qualifiers such as ...’ ‘should.’ ” UBS, 752 F.3d at 183. Such is the ease here, even based on the code excerpts extracted by plaintiffs in the SAC. See, e.g., SAC ¶ 81 (Braskem’s code was adopted “to establish .v. ethical principles and rules of conduct”); id. (noting that under code, Braskem “expects its members” to adhere to certain standards and that employees “should not [make certain] statements”) (emphasis added).

Braskem’s statement in the Form 20-F filed on June 10, 2011, to the effect that “[n]o waivers of the provisions of the code of ethics are permitted,” id. ¶ 98, does not alter this analysis. Because “a code of ethics is inherently aspirational[,] it simply cannot be that every time a violation of that code occurs, a company is liable under federal law for having chosen to adopt the code at all.” Retail Wholesale & Dep’t Store Union Local 338 Retirement Fund v. Hewlett-Packard Co., 52 F.Supp.3d 961, 970 (N.D. Cal. 2014), aff'd sub nom. Retail Wholesale & Dep’t Store Union Local 338 Ret. Fund v. Hewlett-Packard Co., 845 F.3d 1268 (9th Cir. 2017); see City of Roseville Employees’ Ret. Sys. v. Horizon Lines, Inc., 686 F.Supp.2d 404, 415 (D. Del. 2009) (“untenable” to hold that “any company with a code of ethics in compliance with § 229.406 would be required to disclose all violations of that code or face liability under federal securities law”).

Plaintiffs, finally, rely on the code’s anti-bribery prohibitions. See, e.g., SAC ¶ 81 (“It is strictly forbidden to all Members of BRASKEM [to] offer or promise ... payments, gifts or benefits to public officials ... in order to obtain benefit for the company.”). An undisclosed breach of this standard of conduct is, however, without more, not actionable under the securities laws. There is an important difference between a company’s announcing rules forbidding bribery and its factually representing that no officer has engaged in such forbidden conduct. See In re PetroChina Co. Ltd. Sec. Litig., 120 F.Supp.3d 340, 360 (S.D.N.Y. 2015) (“Although the Company’s codes of ethics prohibit bribery and other forms of fraudulent conduct, they do not claim that PetroChina’s officers are abiding by them. Since the SAC does not challenge the actual existence of these rules, nor PetroChina’s description of them, Plaintiffs have not demonstrated that the Company’s statements were false or misleading.”). The SAC does not allege any historical representation by Braskem to the effect that its officers had uniformly abided by these rules.

To be sure, in some cases, corporate statements regarding compliance policies have been held actionable. But the statements at issue in these cases went beyond aspirational or general puffery, so as, for example, to falsely represent a record of past or present compliance with such policies. In In re Goldman Sachs Group Inc. Securities Litigation, for example, plaintiffs brought § 10(b) claims based, in part, on Goldman Sachs’s statements about its integrity and reputation, which plaintiffs claimed were “directly at odds with [the defendants’] alleged conduct.” No. 10 Civ. 3461 (PAC), 2014 WL 2815571, at *5 (S.D.N.Y. June 23, 2014); see also Richman v. Goldman Sachs Grp., Inc., 868 F.Supp.2d 261, 279-80 (S.D.N.Y. 2012); Lapin v. Goldman Sachs Grp. Inc., 506 F.Supp.2d 221, 240-241 (S.D.N.Y 2006). The district court sustained such claims, but, importantly, noted that the complaints alleged more pointed misrepresentations. For example, Goldman had stated that it was free from conflicts of interest when, as alleged, it knew it was not. Here, in contrast, the Braskem statements at issue about the company’s culture, reputation, and compliance were all pitched at a general and an aspirational level. They do not contain historical representations. And they do not address any concrete policy or practice with sufficient specificity to render them analogous to the statements held actionable in the Goldman cases.

Also distinguishable is In re Petrobras Securities Litigation, 116 F.Supp.3d 368 (S.D.N.Y. 2015), a putative securities class action based, as here, on the failure to disclose a Brazilian bribery and kickback scheme. Plaintiffs claimed that various statements by Petrobas, and associated officers and entities, were false and misleading. Id. at 372-73. Relevant here, the district court held that some of Petrobras’s statements about its “general integrity and ethical soundness” were not immaterial as a matter of law. Id. at 381. “[V]iewed in isolation,” the court noted, the statements “may be mere puffery”; in fact, Petrobas had repeatedly used the statements “in an effort to reassure the investing public about the Company’s integrity,” so as to cause “a reasonable investor [to] rely on them as reflective of the true state of affairs at the Company.” Id. Thus, the Court emphasized, “[w]hether a representation is ‘mere puffer/ depends, in part on the context in which it is made.” Id.

The context of the statements here about corporate integrity and ethics is very different than in In re Petr obras Securities Litigation. Petrobras had made such statements to parry, and reassure investors in the face of, growing concerns about corporate wrongdoing. Id. In contrast, here, there is no allegation that Braskem touted its culture and ethics for such a purpose. There are, for example, no allegations that Braskem published its sustainability reports and its code of conduct other than in the ordinary course of business. And the SAC does not allege that Braskem deployed these documents to quell a controversy or to lull a discontented investor or regulator. And the statement in the Odebrecht’s press release, as alleged, was made in an extraneous context: in the course of an announcement that Braskem had won an award. SAC ¶ 100. Thus, the context of the statements here does not support the inference that Braskem touted its ethics and principles in a defensive maneuver to fend off inquiries about wrongdoing.

For these reasons, the Court holds, the statements identified in the SAC regarding Braskem’s corporate culture are all immaterial puffery. None are actionable under the securities laws.

2. Statements Regarding Braskem’s Internal Controls

The statements regarding Braskem’s internal controls, contained in the SOX certifications attached to Braskem’s Form 20-F filings, are also not actionable under § 10(b). As alleged, these certifications recited, in essence, that, to the knowledge of the certifying party, Braskem’s financial statements were accurate, and that Braskem had disclosed all significant deficiencies and internal controls over financial reporting, and any fraud in connection with financial reporting. See SAC ¶ 93. Plaintiffs’ claims that the certifications were misleading founder because there are no concrete factual allegations in the SAC that made those statements false or misleading. Indeed, the SAC is devoid of any allegations indicative of undisclosed control deficiencies affecting Braskem’s financial reporting.

In three relatively recent cases, district courts have dismissed § 10(b) claims on materially indistinguishable facts.

In In re Gentiva Securities Litigation, the plaintiff claimed that SOX certifications were misleading because the defendant’s “disclosure controls and procedures and internal controls over financial reporting were not ‘effective.’” 932 F.Supp.2d 352, 370 (E.D.N.Y. 2013). The district court dismissed this claim. The complaint, the court noted, did not “allege any particularized facts which would suggest that the actions articulated in the SOX Certifications were not undertaken by the individual defendants or for that matter any factual allegations concerning [the company’s] financial reporting processes.” Id. Thus, the allegations as to the company’s defi-eient financial controls and accounting were wholly conclusory. Id. (internal quotation marks omitted).

In City of Monroe Employees’ Retire-, ment System v. Hartford Financial Services Group, Inc., the district court similarly rejected a § 10(b) claim based on allegedly misleading SOX certifications. The plaintiffs had not pled “any facts pertaining to [defendants’] internal structure for financial reporting, much less that [defendants’] lacked adequate internal controls.” No. 10 Civ. 2835 (NRB), 2011 WL 4367368, at *22 (S.D.N.Y. Sept. 19, 2011); see also La Pietra v. RREEF Am., L.L.C., 738 F.Supp.2d 432, 443 (S.D.N.Y. 2010) (dismissing § 10(b) claim where plaintiffs’ “allegations of lack of controls” were “conclusory assertion[s] without any factual support”).

Finally, in In re PetroChina Co. Ltd. Securities Litigation, the district court rejected a § 10(b) claim based on Petro.China’s SOX certifications. As the court explained, the complaint did not “claim that PetroChina failed to evaluate its internal controls or disclose any weaknesses to its auditors,” “assert that the certifying officers neglected to inform PetroChina’s auditor of any relevant fraud,” or allege “how or why PetroChina’s internal controls were inadequate,” 120 F.Supp.3d at 359 (citing Janbay v. Canadian Solar, Inc., No. 10 Civ. 4430 (RWS), 2012 WL 1080306, at *9 (S.D.N.Y. Mar. 30, 2012)). While the complaint alleged that “PetroChina officials were engaging in bribery,” the court noted, that did not mean — and the complaint did not allege — “that the Company had flawed internal controls over financial reporting.” 120 F.Supp.3d at 359 (emphasis added).

The SAC here has the same infirmities. It lacks any concrete factual allegations that Braskem had deficient internal controls governing its financial reporting. Indeed, the SAC does not concretely allege' that any of Braskem’s financial reports were in any way inaccurate. Accordingly, to the extent the SAC brings claims based on Braskem’s SOX certifications, these do not state a claim.

3. Statements Regarding Naphtha Pricing

The final category of challenged statements are those in which Braskem addressed the bases for the prices at which it purchased naphtha, its critical raw material input, from Petrobras. These statements appear in Braskem’s 20-F and 6-K filings.

The SAC alleges that such statements were materially false and misleading because, while reciting various benign factors as bases for the naphtha prices Braskem was paying, they omitted the fact that these prices had been set as a result of a side agreement enabled by Braskem’s payment of substantial bribes to Petrobas and to Brazilian political leaders. The SAC alleges that Braskem’s portrait of the relevant factors left the market with the misleading impression that the cost of this vital input was the product of unremarkable market forces, when in fact it, largely, resulted from corporate corruption. See SAC ¶¶ 84, 86, 88, 90.

For the reasons below, the Court finds that, as to these statements, the SAC does allege “a material misrepresentation or omission,” actionable under § 10(b). See Stoneridge Inv. Partners, LLC, 552 U.S. at 157, 128 S.Ct. 761.

As noted, Braskem made a variety of statements in its Form 20-F and Form 6-K filings explaining the bases of the price it paid for naphtha. The Form 20-F filings explain that Braskem purchases naphtha “at prices based on a variety of factors.” See e.g., SAC ¶ 95. The Form 20-F filings state that those factors “include[e]”; (1) “the Amsterdam-Rotterdam-Antwerp market prices of naphtha and a variety of other petrochemical derivatives,” (2) “the volatility of the prices of these products in the international markets,” (3) “the real/ U.S. dollar exchange rate,” and (4) “the level of paraffinicity of the naphtha that is delivered.” Id, The Form 6-K filings similarly depict the price for naphtha as a function of “the average price of ARA naphtha,” with “ARA” referring to a recognized international rate. See, e.g., id. ¶ 83.

To be sure, these statements were not literally false. Neither the 20-F fil