UnitedHealth and its executives have asked a Minnesota federal judge to toss a proposed securities class action accusing it of, among many things, not disclosing that the U.S. Department of Justice had reopened an antitrust investigation into the health insurer, saying the complaint consists of unsupported "scattershot allegations."
In the motion filed Tuesday, UnitedHealth said the 208-page complaint by the California Public Employees' Retirement System offers only "parroted bad news coverage and length," but no actionable misrepresentations regarding the DOJ's revived investigation into UnitedHealth's acquisition of healthcare payment technology company Change Healthcare.
"It is black-letter law that a decline in a company's stock price following a negative event — including after purported misconduct is revealed — does not alone constitute securities fraud," UnitedHealth said.
The merger ultimately proceeded after the DOJ lost a high-profile bench trial during which a Washington, D.C., federal judge said UnitedHealth was sufficiently committed to preventing the sharing of data across its segments.
"Plaintiff piggybacks on DOJ's highly publicized (and ultimately failed) antitrust action in 2022 to block UnitedHealth's Change acquisition," UnitedHealth said.
The insurer also denied the suit's other allegations, including that it misdiagnosed patients in its Medicare Advantage program. Under the program, the government pays insurers a set fee per patient based on each individual's predicted health status, according to the motion.
The suit alleged UnitedHealth used its "HouseCalls program" to dispatch nurse practitioners to members' homes to perform physical assessments in search of new diagnoses, even if they were not medically supported.
UnitedHealth said, however, that the complaint does not show the program was not valuable to seniors, or that it never resulted in legitimate diagnoses.
"Plaintiff relies on cherry-picked allegations from press reports about these visits and a [DOJ] civil investigation into those allegations," UnitedHealth said. "Such thin allegations do not state a claim for securities fraud."
The suit's individual defendants include former UnitedHealth CEO Andrew Witty and current Chairman Stephen Hemsley, who have said the insider trading claims against them are also baseless because they do not allege any material nonpublic information that allegedly motivated stock sales.
UnitedHealth's former CEO Brian Thompson, who was shot and killed in New York City last December, is also accused in the suit of having sold more than 21% of his UnitedHealth shares for $211 million in proceeds during the class period running between March 14, 2022, and February 27, 2024. A motion to substitute Thompson's estate has not been filed, according to Wednesday's motion.
Counsel for the defendants declined to comment on Wednesday. Counsel for the investors did not immediately respond to a request for comment.
California Public Employees' Retirement System is represented by Tim F. Sullivan of Tim Sullivan PLLC, and Darren J. Robbins, Sam S. Sheldon, Laurie L. Largent, Robert R. Henssler Jr., Matthew I. Alpert, Jeffrey J. Stein and Jack Abbey Gephart of Robbins Geller Rudman & Dowd LLP.
UnitedHealth, Witty and Hemsley are represented by Robert J. Giuffra Jr., Matthew J. Porpora, Jeffrey T. Scott, Morgan L. Ratner, Jacob E. Cohen and Rishabh Bhandari of Sullivan & Cromwell LLP, and Peter C. Magnuson, Matthew Kilby, Jeffrey P. Justman and Anderson C. Tuggle of Faegre Drinker Biddle & Reath LLP.
The case is California Public Employees' Retirement System v. UnitedHealth Group Inc. et al., case number 0:24-cv-01743, in the U.S. District Court for the District of Minnesota.
Sep 24
Deal Summary
