No joint venture in securities litigation

In a seemingly immortal case about the failure of Enron, Plaintiffs sought to characterize several UBS business entities as one. The Fifth Circuit rejected this argument under the applicable Delaware test for a joint venture: “Plaintiffs fail to explain how the allegations identified in their brief on appeal support finding a joint venture under this test. None of the allegations allude to profit sharing, or loss sharing, right to control the purported joint venture.” (citations omitted). “Plaintiffs’ allegations—principally references to Defendants’ vague corporate platitudes about their integration as a firm—may logically support that Defendants shared a community of interest in their business activities, but this alone is insufficient to support joint venture liability.” Giancarlo v. UBS Fin. Servcs., No. 16-20663 (Feb. 26, 2018).