The lawsuit against Rajeev Suri was a federal securities fraud class action filed in the Southern District of New York, captioned In re Nokia Corporation Securities Litigation, which accused the former Nokia CEO and the company of misleading investors about the Alcatel-Lucent integration and Nokia’s 5G readiness. On March 29, 2021, Judge Andrew L. Carter dismissed the case with prejudice, ruling that the plaintiffs failed to identify any actionable misstatements or omissions and could not amend further.1Fox Business. Nokia Defeats U.S. Shareholder Lawsuit Over Alcatel-Lucent Integration, 5G Progress2Business Insurance. Nokia Defeats US Shareholder Lawsuit
What the Investors Alleged
The consolidated action, Master File No. 19-cv-3509, was led by a plaintiff named Waite. It brought claims under Section 10(b) and Rule 10b-5 of the Securities Exchange Act, plus a Section 20(a) “control person” claim aimed at Suri as CEO.3Midpage. In Re Nokia Corporation Securities Litigation
The theory was that Nokia and Suri concealed problems in the Alcatel-Lucent integration and overstated the company’s 5G positioning. Plaintiffs pointed to statements made between 2017 and early 2019 in which Nokia management said things like “we are effectively moving beyond the integration effort,” “the heavy lifting is over,” and “we are in a very strong position for 5G.” According to the complaint, these were not general optimism but specific assurances that hid ongoing integration and compliance issues.3Midpage. In Re Nokia Corporation Securities Litigation
To argue that Suri acted with intent rather than negligence, plaintiffs cited a special compensation award granted to him in 2016 that was designed to incentivize delivery of synergies from the Alcatel-Lucent deal. The award was paid in three tranches to secure “continued interest in delivering sustainable integration.” Combined with Suri’s direct oversight of Nokia’s Integration Steering Board, plaintiffs argued this supported a “strong inference of conscious misbehavior.”3Midpage. In Re Nokia Corporation Securities Litigation
The Disclosures That Triggered the Case
Two events set up the litigation. In March 2019, Nokia disclosed to the SEC that it had “been made aware of certain practices relating to compliance issues at the former Alcatel-Lucent business,” warning that the matter “could result in potential criminal or civil penalties, including the possibility of monetary fines.” Nokia’s American depositary receipts fell about 6% on the news.4CNBC. Nokia Shares Dive on Potential Alcatel-Lucent Compliance Issues2Business Insurance. Nokia Defeats US Shareholder Lawsuit
The larger drop came on October 24, 2019, when Nokia released third-quarter results with a sharp cut to its profit outlook, blamed high costs on first-generation 5G products, competitive pricing, and weakness in China, and suspended its dividend to redirect cash toward 5G investment. The stock fell about 24% on the New York Stock Exchange and 23% in Helsinki in a single session, and roughly 30% over the year.5MarketWatch. Nokia’s Stock Keeps Falling as Profit Warning Triggers Price Target Cuts6Fierce Network. Nokia CEO Rajeev Suri Departs in August Shareholders filed suit in 2019.
Why the Court Dismissed the Case
Judge Carter granted Nokia’s motion to dismiss the Second Consolidated Amended Complaint on four grounds:
- No specific falsity. Nokia’s own filings contained “numerous and continuous disclosures” about integration risks and 5G transition uncertainties, which undercut the claim that management was hiding problems.
- No duty to disclose. Nokia had no obligation to disclose uncharged or unadjudicated compliance issues, especially in light of the risk disclosures already made.
- Non-actionable statements. Many of the challenged statements were “vague corporate optimism,” opinions, or forward-looking statements protected by the safe harbor provision of the Private Securities Litigation Reform Act because they were accompanied by meaningful cautionary language.
- Insufficient scienter. Allegations against Suri were circumstantial and “consistent with innocent explanations.” The compensation incentives and board oversight were not enough to create a strong inference of intent to defraud.
Because the underlying Section 10(b) claim failed, the Section 20(a) control-person claim against Suri fell with it. The judge denied leave to amend, calling further amendment “futile.” No settlement was reached and no damages were paid.1Fox Business. Nokia Defeats U.S. Shareholder Lawsuit Over Alcatel-Lucent Integration, 5G Progress2Business Insurance. Nokia Defeats US Shareholder Lawsuit
Regulatory Review in Finland
Separately, Finland’s financial regulator, Fiva, opened a preliminary probe after the October 2019 stock drop, as Finnish law required whenever a sharp share price movement follows a corporate announcement. In October 2020, Fiva cleared Nokia, concluding that the company “did not fail in its duties to publish inside information and followed stock exchange regulations.”7Yle. Nokia Profit Warning and Fiva Probe
What Happened to Suri After the Case
Suri had announced his departure from Nokia on March 2, 2020, saying he wanted to “do something different,” and formally stepped down on August 31, 2020, staying on as an advisor to the board until January 1, 2021. Nokia’s board chair said the succession was “not related to any recent events.”8Nokia. Pekka Lundmark Appointed President and CEO of Nokia6Fierce Network. Nokia CEO Rajeev Suri Departs in August
He became CEO of the British satellite operator Inmarsat in March 2021, and stepped down when Viasat completed its acquisition of Inmarsat in 2023, joining Viasat’s board as part of the transition.9Satellite Today. Inmarsat CEO Rajeev Suri to Step Down With Viasat Acquisition10Stryker. Rajeev Suri – Board of Directors11Tech Africa News. Rajeev Suri Appointed Chair of M-KOPA Board