Full Opinion

United States Court of Appeals For the First Circuit No. 25-1506 MW GESTION, Individually and on Behalf of All Others Similarly Situated, Plaintiff, Appellant, v. 1GLOBE CAPITAL LLC; JIAQIANG LI; CHIANG LI FAMILY; LINDA LI; JEFF LI, Defendants, Appellees. APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS [Hon. Nathaniel M. Gorton, U.S. District Judge] Before Montecalvo, Rikelman, and Aframe, Circuit Judges. Michael Grunfeld, with whom Jeremy A. Lieberman, Pomerantz LLP, Glen DeValerio, Daryl Andrews, and Andrews DeValerio LLP were on brief, for appellant. Michael G. Bongiorno, with whom Timothy J. Perla and Wilmer Cutler Pickering Hale and Dorr LLP were on brief, for appellees. October 22, 2026 MONTECALVO, Circuit Judge. In this shareholder dispute, lead plaintiff MW Gestion brought a class action lawsuit against Jiaqiang Li ("Li"); 1Globe Capital, LLC ("1Globe"); the Chiang Li Family; Linda Li; and Jeff Li (collectively, "Defendants") in the U.S. District Court for the District of Massachusetts, alleging tortious interference with contract and securities fraud. On appeal, we consider (1) whether the district court abused its discretion in denying MW Gestion's motion to amend its complaint concerning its tortious interference claim and (2) whether the district court erred in dismissing MW Gestion's securities fraud claims as time-barred. For the reasons described in this opinion, we affirm. I. Background This controversy began in 2016 and has been extensively litigated over the past decade by a variety of parties in multiple foreign and domestic jurisdictions. However, we need only discuss the facts necessary to answer the questions before us on appeal. We accordingly provide a brief background about the parties and then focus narrowly on a shareholder "Rights Agreement" adopted in March 2016 and litigation contesting the validity of that agreement in Antigua courts. In doing so, "[w]e draw the facts primarily from the [amended] complaint, 'accepting as true well-pleaded factual allegations and drawing all reasonable inferences' in [MW Gestion's] favor." Saccoccia v. United States, - 2 - 955 F.3d 171, 172 (1st Cir. 2020) (quoting SBT Holdings, LLC v. Town of Westminster, 547 F.3d 28, 30 (1st Cir. 2008)). We also have license to "consider facts from 'documents incorporated by reference into the [amended] complaint, matters of public record, and facts susceptible to judicial notice.'" Id. (quoting Butler v. Balolia, 736 F.3d 609, 611 (1st Cir. 2013)). A. The Parties The parties here are shareholders of Sinovac Biotech Ltd. ("Sinovac"), a biopharmaceutical company based in China and incorporated in Antigua and Barbuda.1 On one side of the dispute is MW Gestion, an investment management firm whose fund portfolio contains "at least one fund which holds Sinovac securities." On the other side is Li; his company, 1Globe; and his relatives Linda and Jeff,2 who have served in leadership roles at 1Globe. The final named defendant, the "Chiang Li Family," is a name that Li has purportedly used in securities filings. B. The Rights Agreement and Related Litigation In March 2016, Sinovac adopted a "Rights Agreement" that established certain rights of Sinovac shareholders. The agreement included a "poison pill" provision. Under that provision, if a single shareholder acquired fifteen percent or more of Sinovac 1 Following the parties' and the district court's lead, we refer to "Antigua and Barbuda" simply as "Antigua" moving forward. 2 For clarity, we refer to Linda and Jeff Li by their first names. - 3 - stock, that shareholder would be considered an "Acquiring Person," triggering the voiding of the Acquiring Person's rights and the distribution of additional shares to all other shareholders to dilute the Acquiring Person's holding. MW Gestion contends that, as part of Defendants' alleged efforts to gain control of Sinovac, Defendants made "false and misleading statements" to conceal the extent of their Sinovac stock ownership and delay triggering the poison pill provision. For example, MW Gestion alleges that Li "orchestrated" multiple relatives' -- including Jeff's -- purchase of Sinovac stock across multiple accounts totaling tens of millions of dollars, with the goal of increasing 1Globe's stake in Sinovac while avoiding disclosure requirements under Section 13(d) of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. § 78m(d). MW Gestion further alleges that Defendants evaded reporting requirements by changing accounts when an account was just under the disclosure threshold. Those misrepresentations, MW Gestion argues, harmed shareholders like itself.3 Years before MW Gestion raised those allegations in this lawsuit, Sinovac brought two related suits against 1Globe in early Although we focus here on the Rights Agreement, we note that 3 MW Gestion relatedly takes issue with events occurring at Sinovac's February 2018 annual meeting. Specifically, MW Gestion contends that, as part of efforts to take control of Sinovac, Defendants and allied shareholders attempted to elect "an alternative slate of Directors" to Sinovac's Board of Directors at the 2018 meeting. - 4 - March 2018.4 Sinovac filed suit in the Delaware Court of Chancery, seeking a declaration that 1Globe had become an "Acquiring Person," thus triggering the poison pill provision. And Sinovac also sued in the U.S. District Court for the District of Massachusetts, seeking injunctive relief based on 1Globe's alleged violations of disclosure requirements under Section 13(d) of the Exchange Act. About a week after Sinovac sued 1Globe, 1Globe filed its own suit against Sinovac in the Antigua High Court of Justice, in which 1Globe challenged, among other things, the validity of the Rights Agreement.5 We will turn to that case momentarily, but for now, we note that in February 2019 -- after the Antigua court's initial decision upholding the validity of the Rights Agreement -- Sinovac announced that 1Globe and allied shareholders had triggered the poison pill provision in the Rights Agreement. Based on that determination, Sinovac's Board of Directors "decided to conduct an Exchange under the Rights Agreement" (the "Exchange"), meaning other shareholders could exchange their rights for 0.655 of Sinovac's common shares and 0.345 of Sinovac's "newly created Series B Convertible Preferred Shares." After Sinovac announced the Exchange, NASDAQ suspended trading of Sinovac stock, a suspension which remains in place to this day. 4 Those lawsuits involved other defendants as well, but for simplicity, we discuss only 1Globe. 5 1Globe also sought a declaration that "1Globe's slate of directors [was] the properly elected Board." - 5 - On May 13, 2020, the U.S. Securities and Exchange Commission ("SEC") issued a cease-and-desist order "against Li and 1Globe" for violating disclosure requirements under Section 13(d) of the Exchange Act (the "May 2020 SEC Order"). In this order, the SEC found that Li's and 1Globe's improper disclosures of their Sinovac stock had deprived shareholders "of information necessary to make fully informed investment decisions." Li and 1Globe collectively faced a $290,000 penalty. C. The Antigua Action We now return to the Antigua action to provide more details. 1Globe filed that suit before the High Court of Justice of Antigua and Barbuda in March 2018. In December 2018, the High Court issued its decision in Sinovac's favor, which, as relevant here, upheld the validity of the Rights Agreement under Antigua law. 1Globe then appealed to the Court of Appeal for Antigua and Barbuda of the Eastern Caribbean Supreme Court, which, in December 2021, upheld the High Court's decision. But the battle over the validity of the Rights Agreement (among other issues at stake in the Antigua action) did not end there. In February 2022, the Court of Appeal granted 1Globe leave to appeal to the Judicial Committee of the Privy Council (the "Privy Council") in the United Kingdom, which is the highest court of appeal for Antigua and several other British Commonwealth nations. While the Privy Council's decision about the validity of - 6 - the Rights Agreement was pending, MW Gestion filed the present lawsuit. II. Procedural History MW Gestion filed its complaint on behalf of itself and other putative class members on August 16, 2022, and amended its complaint on December 5, 2022. In its amended complaint, MW Gestion alleges that Defendants committed securities fraud by violating Sections 10(b) and 20(a) of the Exchange Act, as well as several rules promulgated thereunder (Counts I to III).6 It further alleges that Defendants' actions constituted tortious interference with contract (Count IV), focusing on the Rights Agreement. In January 2023, Defendants moved to dismiss the amended complaint. In August, the district court denied their motion as to MW Gestion's tortious interference claim, but granted it as to the securities fraud claims, which the court found were time-barred. Several months later, in November 2023, Defendants moved to stay the litigation -- which at that point involved only the 6Specifically, Count I alleges that Defendants violated Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5(b) promulgated thereunder by the SEC; Count II alleges that Defendants violated Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) promulgated thereunder; and Count III alleges that the individual Defendants violated Section 20(a) of the Exchange Act, 15 U.S.C. § 78t. - 7 - remaining count for tortious interference with contract -- pending resolution of the Delaware and Antigua actions. MW Gestion opposed the stay. The following month, after hearing from the parties, the district court granted Defendants' stay motion as to the Antigua action but otherwise denied the motion without prejudice. The case remained stayed for over a year. Then, on January 16, 2025, the Privy Council issued its decision in the Antigua action. Reversing the Court of Appeal's decision, the Privy Council held that "the Rights Agreement was invalid."7 On February 6, 2025, Defendants informed the district court of the Privy Council's decision. Noting that MW Gestion's sole remaining claim for tortious interference with contract was now "facially invalid" because the underlying contract -- the Rights Agreement -- was invalid, Defendants stated that they intended to work with MW Gestion to seek a "speedy resolution" of the case. Two weeks later, the district court scheduled a status conference to address whether the parties had reached a resolution. At that conference, held on March 5, 2025, MW Gestion expressed that it intended to amend its complaint in light of the Privy Council's decision. Counsel for MW Gestion explained as follows: At the very least, plaintiffs plan to make a claim for tortious interference with [a] 7 The Privy Council also concluded that Sinovac's new Board of Directors was properly elected at the company's February 2018 meeting and granted 1Globe's request for declaratory relief to that effect. - 8 - business relationship . . . . [T]he Court's prior ruling [on Defendants' motion to dismiss] already found that the plaintiff adequately alleged key elements of the tortious interference with contract claim that overlap with the claim for tortious interference with business relations, but this new claim does not require a valid contract. So plaintiffs submit that they continue to have that claim available to them. (Emphasis added.) The district court ordered MW Gestion to file its motion for leave to file a second amended complaint and supporting rationale, which MW Gestion did on March 19, 2025. Defendants opposed MW Gestion's motion. On April 23, 2025, the district court denied MW Gestion's motion to amend its complaint, finding that MW Gestion had engaged in a "'wait and see' approach to amendment" constituting undue delay. This timely appeal followed.8 III. Discussion MW Gestion raises two challenges on appeal. First, it argues that the district court abused its discretion in denying MW Gestion leave to amend its complaint. Second, MW Gestion argues that the district court erred in dismissing MW Gestion's securities fraud claims as time-barred. We address each issue in turn. 8On May 9, 2025, the parties filed a joint stipulation dismissing with prejudice MW Gestion's tortious interference with contract claim. MW Gestion preserved its rights to appeal the district court's denial of leave to amend and dismissal of the securities fraud claims. - 9 - A. Denial of Leave to Amend We review denials of a "request for leave to amend [a] complaint for abuse of discretion." Lowe v. Gagné-Holmes, 126 F.4th 747, 760-61 (1st Cir. 2025) (citing Palmer v. Champion Mortg., 465 F.3d 24, 30 (1st Cir. 2006)). In doing so, we defer to the district court "so long as the record evinces an adequate reason for the denial, such as undue delay, bad faith, futility, or the absence of due diligence on the movant's part." Id. at 761 (citation modified). Federal Rule of Civil Procedure 15 instructs courts to "freely give leave [to amend] when justice so requires." Fed. R. Civ. P. 15(a)(2). This rule generally "reflects a liberal amendment policy." ACA Fin. Guar. Corp. v. Advest, Inc., 512 F.3d 46, 55 (1st Cir. 2008). But district courts maintain "'significant latitude' in determining whether to allow leave to amend." United States ex rel. Flanagan v. Fresenius Med. Care Holdings, Inc., 142 F.4th 25, 38 (1st Cir. 2025) (quoting Kader v. Sarepta Therapeutics, Inc., 887 F.3d 48, 60 (1st Cir. 2018)). On appeal, MW Gestion contends that its "need to amend [the complaint] did not arise until January 16, 2025, when the Privy Council invalidated the Rights Agreement" and that Defendants caused all prior delays. Thus, MW Gestion argues, the district court abused its discretion in denying leave to amend. Defendants counter that the district court properly exercised its discretion by finding MW Gestion used an impermissible "wait and - 10 - see" approach. They allege that MW Gestion had the opportunity to bring the tortious interference with business relations claim for over two years -- that is, between filing its complaint in August 2022 and the Privy Council's decision in January 2025, notwithstanding the stay imposed in December 2023. Instead, Defendants argue, MW Gestion waited to see how the Privy Council would rule before attempting to raise that claim. We agree with Defendants. This court has repeatedly disfavored a "wait and see" approach to amending complaints. See, e.g., Advest, 512 F.3d at 57 (denial of leave to amend justified where plaintiffs had "deliberately wait[ed] in the wings for a year and a half" after discovering additional evidence to file a second amended complaint). In Flanagan, for example, we upheld the district court's finding of undue delay where it was reasonable to conclude that the plaintiff had been "aware of . . . the potential need for an amendment for two years" but waited to amend his complaint until after the district court's motion-to-dismiss ruling. 142 F.4th at 38. And in Kader, we upheld the district court's denial of leave to amend following an even shorter delay where the plaintiffs' actions nonetheless reflected a "wait and see" approach. 887 F.3d at 61-62. There, the plaintiffs waited three months after the publication of an agency document central to their - 11 - new allegations to file an amended complaint. Id. at 61. This delay, the district court found, suggested that the plaintiffs had waited for a ruling on the defendant's motion to dismiss instead of "moving promptly for leave to file a new complaint based on new information." Id. On appeal, we concluded that, where the plaintiffs' delay was based on their "subjective belief in the strength of [their complaint]," the district court had not abused its discretion in finding undue delay. Id. Similarly, in Nikitine v. Wilmington Trust Co., we upheld a district court's denial of leave to amend where a plaintiff provided "no good reason" for his nine-month delay in seeking to amend and instead was "scrambling to devise 'new theories of liability [] based on the same facts pled in his original complaint,'" without explaining why those "new theories were not seasonably advanced" before. 715 F.3d 388, 390-91 (1st Cir. 2013) (quoting Tiernan v. Blyth, Eastman, Dillon & Co., 719 F.2d 1, 4 (1st Cir. 1983)). MW Gestion's actions here mirror the "wait and see" approach that we have previously rejected. Like in Flanagan, MW Gestion knew of the "potential need" to amend its complaint for two years -- given that the validity of the Rights Agreement was at issue throughout the pendency of the Antigua action -- but it waited for the Privy Council's decision before moving to amend. See 142 F.4th at 38. To be sure, MW Gestion may have believed - 12 - that the Antigua action would result in a final ruling upholding the Rights Agreement, making it unnecessary to bring its alternative claim. But MW Gestion's "subjective belief in the strength" of its first amended complaint and its expectations concerning the Antigua action do not excuse its delay in bringing a claim that it could have pled in the alternative from the outset. See Kader, 887 F.3d at 61. Because an adverse decision in the Antigua action was bound to dispose of MW Gestion's tortious interference with contract claim, MW Gestion was on notice of the potential need to amend its complaint -- to provide a theory that would survive an adverse ruling in the Antigua case -- from the start of that litigation.9 Indeed, counsel for MW Gestion acknowledged at the March 5, 2025 status conference that, even absent a valid contract post-Privy Council decision, the tortious interference with business relations claim "continue[d] to . . . [be] available" to it, suggesting that MW Gestion was "scrambling to devise 'new theories of liability [] based on the same facts pled in [its] original complaint.'" Nikitine, 715 F.3d at 391 (citation omitted). MW Gestion insists that the facts here do not reflect a "wait and see" approach. For support, it points to Amyndas 9This was even more evident after the district court dismissed the securities fraud claims, at which point MW Gestion's only remaining claim depended on the Rights Agreement's validity. - 13 - Pharmaceuticals, S.A. v. Zealand Pharma A/S, 48 F.4th 18 (1st Cir. 2022), where we held that the district court abused its discretion in denying leave to amend based on undue delay. Id. at 38-40. In Amyndas, we explained that "how long is too long" of a delay is a case-specific inquiry in which courts must evaluate "the reasonableness of the time between the filing of the motion for leave and a variety of points at which a party would become aware of a need to amend." Id. at 37. Because the plaintiffs in Amyndas (1) moved to amend less than two months after new evidence emerged and (2) did so to address a defect that the district court had found in their original complaint, we concluded that they had not engaged in a "wait and see" approach. Id. at 39. In so holding, we acknowledged that although "most of the facts undergirding [the plaintiffs'] proposed amended complaint" had previously been available, responding to the district court's dismissal by "realigning previously articulated facts" was a "legitimate basis for amendment." Id. Like the plaintiffs in Amyndas, MW Gestion argues that its efforts to "realign[]" facts that had previously supported its tortious interference with contract claim to newly support a tortious interference with business relations claim were a "legitimate" reason to amend its complaint. See id. But this case differs from Amyndas in several meaningful ways. First, the potential defect in MW Gestion's first amended complaint was far - 14 - more obvious than in Amyndas. In Amyndas, the plaintiffs' amendment was aimed, in part, at addressing the original complaint's failure to properly differentiate between allegations directed at two related entities, which the district court had identified as a "fatal flaw" when ruling on the motion to dismiss. Id. at 38. As we explained, "this was not a case in which the [original] complaint contained such an obvious defect that it was unreasonable to wait until the district court ruled on the motion to dismiss before moving to amend." Id. at 39. Here, in contrast, MW Gestion's tortious interference with contract claim relied entirely on the existence of a valid contract, and the Rights Agreement's validity was at issue in the Antigua litigation since the very start of the instant action. Second, while the amended complaint in Amyndas "realigned" some preexisting facts to better articulate certain claims, it was also based on new evidence. Id. at 39-40. But here, as MW Gestion conceded at oral argument, there was no new evidence -- while the Privy Council's decision may have been a new development, it was not new evidence supporting MW Gestion's claims. Finally, the plaintiffs in Amyndas sought to amend their complaint for the first time, whereas this was MW Gestion's second attempt to do so. See Flanagan, 142 F.4th at 38 (noting that grounds for denying leave include a "repeated failure to cure - 15 - deficiencies by amendments previously allowed" (quoting Kader, 887 F.3d at 60)). While this last factor is not determinative, it weighs against MW Gestion, particularly because MW Gestion fails to explain why it could not have included the tortious interference with business relations claim when it amended its complaint the first time. Ultimately, although MW Gestion urges us to measure the alleged delay as the two-month period between the Privy Council's January 2025 decision and MW Gestion's March 2025 motion for leave to amend, it was not unreasonable for the district court to view the delay differently. As such, the district court did not abuse its discretion in denying MW Gestion leave to amend its complaint based on undue delay.10 B. Dismissal of the Securities Fraud Claims We review de novo the district court's dismissal of MW Gestion's securities fraud claims as time-barred. See FirstBank P.R., Inc. v. La Vida Merger Sub, Inc., 638 F.3d 37, 38 (1st Cir. 2011). We will affirm the dismissal when the plaintiff's allegations "leave no doubt that an asserted claim is time-barred." Id. (quoting Gorelik v. Costin, 605 F.3d 118, 121 (1st Cir. 2010)). 10Because undue delay is a sufficient ground to deny a motion for leave to amend, we need not address the parties' arguments regarding prejudice or futility. See Kader, 887 F.3d at 61. - 16 - As relevant here, securities fraud claims under the Exchange Act must be filed no later than two years "after the discovery of the facts constituting the violation." 28 U.S.C. § 1658(b)(1). The limitations period begins to run "(1) when the plaintiff did in fact discover, or (2) when a reasonably diligent plaintiff would have discovered, 'the facts constituting the violation' -- whichever comes first." Merck & Co. v. Reynolds, 559 U.S. 633, 637 (2010) (quoting 28 U.S.C. § 1658(b)(1)). Because MW Gestion filed its complaint on August 16, 2022, its claims are time-barred if it discovered, or should have discovered, "the facts constituting the violation" before August 16, 2020. We conclude that MW Gestion's securities fraud claims accrued no later than May 2020, when the SEC issued its cease-and-desist order detailing Defendants' alleged violations of the securities laws. MW Gestion's securities fraud claims therefore fall outside the two-year limitations period. As the district court observed, MW Gestion's amended complaint relied "extensively" on information from the May 2020 SEC Order. That reliance demonstrates that MW Gestion had discovered or should have discovered the facts underlying Defendants' alleged violations prior to August 16, 2020. For example, the amended complaint states that the "details of Defendants' deceptive tactics" underlying the securities fraud claims "are laid out in [the May 2020 SEC] Order." It further alleges that "[t]he SEC - 17 - Order . . . make[s] clear that Defendants' Section 13(d) violations were the result of a deliberate plan to conceal the full extent and true nature of 1Globe's and Li's holdings of Sinovac stock in order to avoid their disclosure obligations and evade the Rights Agreement." The allegations in MW Gestion's amended complaint thus "leave no doubt" that the securities fraud claims are time-barred. See FirstBank P.R., 638 F.3d at 38. MW Gestion does not dispute its reliance on the May 2020 SEC Order to support its allegations. It instead argues that it could not have discovered all of the facts necessary to plead loss causation11 and damages while NASDAQ trading in Sinovac stock remained suspended. But trading in Sinovac stock was still suspended when MW Gestion filed the instant action in August 2022. By MW Gestion's own logic, its claims are still premature because NASDAQ trading remains suspended. As the district court explained, it is "difficult to reconcile the notion that MW Gestion could not have pled loss causation earlier because of unresolved issues when it has now pled loss causation despite the pendency of those same issues." And while MW Gestion suggests that it was not required to "wait indefinitely for trading to resume" before filing suit, that argument undercuts its assertion that it could not have pled 11 Loss causation is the "causal connection between [Defendants'] material misrepresentation and the loss." Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 342 (2005). - 18 - loss causation and sustained damages until trading in Sinovac stock resumed.12 We need only briefly address MW Gestion's final argument that the doctrine of equitable tolling should apply to its claims. We review a district court's rejection of equitable tolling for abuse of discretion. Foss v. E. States Exposition, 149 F.4th 102, 112 (1st Cir. 2025). Equitable tolling is available only "in exceptional circumstances," and a plaintiff "must show that circumstances beyond [its] control precluded a timely filing." Id. (first quoting Vistamar, Inc. v. Fagundo–Fagundo, 430 F.3d 66, 71 (1st Cir. 2005); and then quoting Abraham v. Woods Hole Oceanographic Inst., 553 F.3d 114, 119 (1st Cir. 2009)). On appeal, MW Gestion contends that the limitations period was equitably tolled for three months following the May 2020 SEC Order, while the Antigua litigation was pending, rendering the August 2022 filing of the original complaint timely. But the pending Antigua appeal did not preclude MW Gestion from bringing 12MW Gestion also argues that the pending issues in the Delaware and Antigua actions "independently prevented the statute of limitations from running because they address . . . scienter." But MW Gestion fails to explain why it needed to wait for "the Privy Council's acknowledgement of the lower Antiguan court's characterization of [Defendants'] scheme as an 'ambush' against the Sinovac Board" in order to plead scienter. Indeed, MW Gestion's amended complaint relied largely on the May 2020 SEC Order to establish Defendants' scienter, including by citing the order's description of the "deliberate nature of [Defendants'] activist plan to take control of Sinovac" at the 2018 meeting. - 19 - suit before August 2022. As already noted, the May 2020 SEC Order disclosed the alleged misconduct underlying MW Gestion's securities fraud claims. And MW Gestion fails to identify any other "exceptional circumstance[]" justifying equitable tolling. See Foss, 149 F.4th at 112 (citation omitted). Accordingly, we find no error in the district court's dismissal of MW Gestion's securities fraud claims as untimely. IV. Conclusion For the reasons stated above, we affirm the district court's orders dismissing Counts I, II, and III and denying MW Gestion's motion for leave to file a second amended complaint. - 20 -