Judge Pauley Dissolves Preliminary TRO Previously Granted in Share Conversion Dispute

Judge Pauley yesterday dissolved a temporary restraining order he had issued on June 3 that had previously enjoined an investor from obtaining shares of a shipping company under a complicated subscription agreement.  Under the subscription agreement, the investor (Ironridge) was allowed to demand to be paid in dividends of the shipping company's (NewLead) stock at a price below the publicly traded price. NewLead accused Ironridge of engaging in a scheme to use the subscription agreement to depress NewLead's stock price and profit through short selling.  According to NewLead:

Ironridge was engaging in "death spiral" financing by which it intentionally manipulated NewLead's share price downward. According to this theory, a financier purchases convertible stock which can be converted into common stock for less than its market value, and the lower the stock price, the more common shares it receives. The financier short sells common stock to drive down the share price, converts its preference shares into common shares at depressed prices, and uses those shares to cover its short positions.

Judge Pauley was unpersuaded.  First, he held that the court did not have jurisdiction over Ironside.  Moreover, NewLead's claims were not likely to succeed on the merits:

This winnows the dispute to whether Ironridge has breached the contract and violated securities laws by short selling common shares and violating daily trading limits, and if so, whether this would prohibit Ironridge from obtaining common shares in satisfaction of embedded dividend liabilities. Ironridge has submitted account statements for all its sales of NewLead shares, which show no short sales and account for all shares it has received.  And Ironridge showed that NewLead miscalculated when it found that Ironridge exceeded the 10% cap on April 16—its only evidence of short selling— because it omitted the 2.55 million shares lronridge received that day from the total number of outstanding shares. There is no evidence Ironridge has ever made a short sale of New Lead stock.