An anonymous reader quotes a report from Ars Technica: AT&T expects to lose about 1.1 million TV customers in the third quarter as it faces pressure from an investment group that says AT&T's increased focus on the TV business was a giant mistake. In an update to shareholders yesterday, AT&T CFO John Stephens "said the company expects an incremental 300,000 to 350,000 premium video losses above the previous quarter's premium video results," according to AT&T. Since that's an incremental increase over the previous quarter's loss, that will amount to a three-month loss of more than 1 million TV customers.

In Q2 2019, AT&T reported a net loss of 778,000 subscribers in the "Premium TV" category, which includes its DirecTV satellite and U-verse wireline TV services. With AT&T expecting to lose that amount of subscribers plus another 300,000 to 350,000, the update to shareholders suggests the Q3 loss in the category will be between 1,078,000 and 1,128,000 subscribers. (An AT&T spokesperson confirmed to Ars that a projected loss of 1,078,000 and 1,128,000 subscribers in Q3 is accurate.) AT&T's update to shareholders attributed the expected loss to "aggressively managing costs with retransmission negotiations, some of which resulted in content provider blackouts; and from limiting promotional pricing." AT&T said it has been "holding a hard line in negotiations" with programmers to control costs, but the resulting blackouts of channels is driving TV subscribers away. What's not included in the projected loss is AT&T TV Now (formerly known as DirecTV Now). "AT&T also lost 168,000 subscribers of DirecTV Now/AT&T TV Now in the second quarter, but it didn't say how that service will fare in the third quarter," the report adds.

U.S. wireless carriers have long said they may slow video traffic on their networks to avoid congestion and bottlenecks. But new research shows the throttling happens pretty much everywhere all the time. From a report: Researchers from Northeastern University and University of Massachusetts Amherst conducted more than 650,000 tests in the U.S. and found that from early 2018 to early 2019, AT&T throttled Netflix 70% of the time and Google's YouTube service 74% of the time. But AT&T didn't slow down Amazon's Prime Video at all. T-Mobile throttled Amazon Prime Video in about 51% of the tests, but didn't throttle Skype and barely touched Vimeo, the researchers say in a paper [PDF] to be presented at an industry conference this week.

Viacom and CBS have struck a deal for a merger on Tuesday with an agreement to recombine in the latest entertainment industry mega-deal. From a report: As expected, Viacom CEO Bob Bakish will lead the combined company as CEO, while CBS acting CEO Joe Ianniello will also remain in a top executive position that will have him oversee CBS-branded assets. CBS CFO Christina Spade will serve as CFO of the merged firm. Shari Redstone, vice chair of both companies, will serve as chair of the combined company. The companies had previously agreed on the management setup and the composition of the board of the merged company, with the stock exchange ratio for the deal being the final haggling point that was finally resolved early in the week. The boards of both companies have approved the deal.

Consolidation to gain more scale amid competition from streaming video and technology giants has been a key focus for the entertainment sector in recent years. The CBS-Viacom deal agreement comes after Walt Disney's $71.3 billion acquisition of large parts of 21st Century Fox and AT&T's $85 billion takeover of Time Warner. CBS is also understood to have offered Lionsgate $5 billion to buy its premium TV unit Starz.

Long-time Slashdot reader trolman scared this scathing editorial by security researcher Brian Krebs: If you are somehow under the impression that you -- the customer -- are in control over the security, privacy and integrity of your mobile phone service, think again. And you'd be forgiven if you assumed the major wireless carriers or federal regulators had their hands firmly on the wheel. No, a series of recent court cases and unfortunate developments highlight the sad reality that the wireless industry today has all but ceded control over this vital national resource to cybercriminals, scammers, corrupt employees and plain old corporate greed...

Incessantly annoying and fraudulent robocalls. Corrupt wireless company employees taking hundreds of thousands of dollars in bribes to unlock and hijack mobile phone service. Wireless providers selling real-time customer location data, despite repeated promises to the contrary. A noticeable uptick in SIM-swapping attacks that lead to multi-million dollar cyberheists...

Is there any hope that lawmakers or regulators will do anything about these persistent problems? Gigi Sohn, a distinguished fellow at the Georgetown Institute for Technology Law and Policy, said the answer -- at least in this administration -- is probably a big "no."

"The takeaway here is the complete and total abdication of any oversight of the mobile wireless industry," Sohn told KrebsOnSecurity. "Our enforcement agencies aren't doing anything on these topics right now, and we have a complete and total breakdown of oversight of these incredibly powerful and important companies."

AT&T employees took bribes to unlock millions of smartphones, and to install malware and unauthorized hardware on the company's network, the Department of Justice said yesterday. From a report: These details come from a DOJ case opened against Muhammad Fahd, a 34-year-old man from Pakistan, and his co-conspirator, Ghulam Jiwani, believed to be deceased. The DOJ charged the two with paying more than $1 million in bribes to several AT&T employees at the company's Mobility Customer Care call center in Bothell, Washington. The bribery scheme lasted from at least April 2012 until September 2017. Initially, the two Pakistani men bribed AT&T employees to unlock expensive iPhones so they could be used outside AT&T's network. The two recruited AT&T employees by approaching them in private via telephone or Facebook messages. Employees who agreed, received lists of IMEI phone codes which they had to unlock for sums of money. Employees would then receive bribes in their bank accounts, in shell companies they created, or as cash, from the two Pakistani men.

An anonymous reader quotes a report from Ars Technica: AT&T is eliminating the DirecTV Now brand name it uses for its struggling Internet-based TV service. DirecTV Now will become "AT&T TV Now" later this summer, AT&T announced today. DirecTV Now (the future "AT&T TV Now") offers a bundle of linear TV channels, similar to traditional cable or satellite services, and AT&T said its core offering won't be changed. AT&T's 2015 purchase of DirecTV, the nation's largest satellite TV network, doesn't seem to be paying off as AT&T hoped. AT&T launched DirecTV Now -- a stripped-down, online-only version of DirecTV -- in 2016, and it was immediately plagued by multiple outages, unexpected blackouts of live local sports games, and missing channels.

While the technical problems got sorted out, AT&T's subscriber gains were short-lived. As we wrote last week, AT&T lost 946,000 TV subscribers in Q2 2019 after announcing a series of price increases. The 946,000-subscriber loss consisted of a net loss of 778,000 subscribers in AT&T's DirecTV satellite and U-verse wireline TV services, as well as 168,000 lost subscribers to DirecTV Now. The losses are much bigger when you look at the past year instead of just the past three months. Including all three services, AT&T's total number of video subscribers dropped from 25.4 million in Q2 2018 to 22.9 million in Q2 2019. DirecTV Now subscribers dropped from 1.8 million to 1.3 million in the past year. The report notes that the satellite TV service will still keep the DirecTV name, at least for the time being. AT&T said the actual DirecTV Now service will remain the same despite the name change. "Our DirecTV Now subscribers will simply need to re-accept the terms of service and their streaming will continue as usual without interruption," AT&T said.

An anonymous reader quotes a report from Motherboard: The Department of Justice has approved T-Mobile's controversial $26 billion merger with Sprint. And while the agency proposed a number of remedies it says will mitigate the competition and job-eroding impact of the deal, experts say the fixes will do nothing of the sort. From the beginning, the biggest issue with T-Mobile's planned $26 billion merger with Sprint was the fact that it would reduce the number of major U.S. carriers from four to three. Historically, (say in Canada or Ireland) such consolidation results in two things: much higher prices, and a significant culling of jobs as redundant positions are eliminated. The DOJ says it will impose requirements offsetting the competitive harm of the deal. More specifically, the DOJ says that T-Mobile and Sprint will need to offload Sprint's Boost Mobile and some spectrum to Dish Network, who'll then attempt to build a new, viable fourth competitor from these scraps to offset the elimination of Sprint from the market. But experts consulted by Motherboard say the proposal isn't likely to work, and the end result of the merger will still very likely be higher prices and worse service for all. Gigi Sohn, a former FCC lawyer and telecom expert, says the deal "certainly won't lead to a viable fourth competitor any time soon, if ever." She notes that Boost Mobile only has just 8.8 million subscribers, a far cry from the 158 million and 156 million subscribers of AT&T and Verizon, respectively. Building a viable fourth competitor requires far more than just a small prepaid company and some spectrum.

Consumer groups like Public Knowledge blasted the proposal, noting that a far more simpler solution would be to block the deal and force Sprint to find a suitor outside of the merger process. "Sprint is a significantly stronger competitor today than a new fourth competitor could be for the foreseeable future," the groups said. The struggles that Dish and other would-be new entrants have consistently faced underscore that even with the best of intentions and a full commitment to deploy and compete, nothing is certain. Consumers will face considerable harm if the marketplace does not develop as the DOJ envisions."

An anonymous reader quotes a report from Ars Technica: AT&T lost 946,000 TV subscribers in Q2 2019, a loss that the company attributed to price increases, competition, and other factors. AT&T reported a net loss of 778,000 subscribers in the "Premium TV" category, which includes its DirecTV satellite and U-verse wireline TV services. AT&T attributed this loss to "an increase in customers rolling off promotional discounts, competition, and lower gross adds due to a focus on the long-term value customer base." AT&T also lost 168,000 subscribers of DirecTV Now, an online service with linear channels that's similar to traditional satellite and cable TV. AT&T said the DirecTV Now customer loss was "due to higher prices and less promotional activity," meaning that customers have balked at price increases and a refusal to extend discounts.

The Premium TV loss brought AT&T down to 21.6 million customers in that category, while the DirecTV Now loss brought that service down to 1.3 million customers. Including both, AT&T's total number of video subscribers dropped from 25.4 million in Q2 2108 to 22.9 million in Q2 2019. The loss of 946,000 TV subscribers easily outstripped last quarter's AT&T net loss of 627,000 subscribers. "AT&T said it expects a similar level of video losses to continue in the current quarter," according to Reuters.

"Media giants are embroiled in yet another fight over TV rates, and viewers are once again paying the price," writes Engadget. CBS' channels in 17 markets (including New York, San Francisco and Atlanta) have gone dark on AT&T services like DirecTV Now and U-verse after the two companies failed to reach an agreement on a new carriage contract before the old one expired at 2AM ET on July 19th. As is often the case in disputes like this, the two sides are each accusing each other of being unreasonable -- though AT&T in particular has also claimed that CBS is using All Access as a weapon.
CNET notes that the dispute also affects 100 CBS stations and affiliates on Direct Now, citing reports that it ultimately impacts a total of 6.6 million TV viewers in the U.S. "A business dispute took CBS off the air for millions of satellite television customers of DirecTV and AT&T U-verse on Saturday," according to a news report (from CBS): CBS said that while it didn't want its customers caught in the middle, it is determined to fight for fair value... AT&T countered in a statement provided to Variety that CBS is "a repeat blackout offender" that has pulled its programming from other carriers before in order to get its way.
"Isn't this the sort of thing they enemies of net neutrality assured us would never happen?" writes long-time Slashdot reader shanen. "Or is it just a plot to sell VPN services?"

An anonymous reader quotes a report from Motherboard: Tuesday, the Electronic Frontier Foundation (EFF) filed a class action lawsuit against AT&T and two data brokers over their sale of AT&T customers' real-time location data. The lawsuit seeks an injunction against AT&T, which would ban the company from selling any more customer location data and ensure that any already sold data is destroyed. The move comes after multiple Motherboard investigations found AT&T, T-Mobile, Sprint, and Verizon sold their customers' data to so-called location aggregators, which then ended up in the hands of bounty hunters and bail bondsman.

The lawsuit, focused on those impacted in California, represents three Californian AT&T customers. Katherine Scott, Carolyn Jewel, and George Pontis are all AT&T customers who were unaware the company sold access to their location. The class action complaint says the three didn't consent to the sale of their location data. The complaint alleges that AT&T violated the Federal Communications Act by not properly protecting customers' real-time location data; and the California Unfair Competition Law and the California Consumers Legal Remedies Act for misleading its customers around the sale of such data. It also alleges AT&T and the location aggregators it sold data through violated the California Constitutional Right to Privacy. The lawsuit highlights AT&T's Privacy Policy that says "We will not sell your personal information to anyone, for any purpose. Period."

An AT&T spokesperson said in a statement "While we haven't seen this complaint, based on our understanding of what it alleges we will fight it. Location-based services like roadside assistance, fraud protection, and medical device alerts have clear and even life-saving benefits. We only share location data with customer consent. We stopped sharing location data with aggregators after reports of misuse."

A broker that helped sell AT&T customers' real-time location data says it will fight a class action lawsuit against it. From a report: The broker, called LocationSmart, was involved in a number of data selling and cybersecurity incidents, including selling location data that ended up in the hands of bounty hunters. "LocationSmart will fight this lawsuit because the allegations of wrongdoing are meritless and rest on recycled falsehoods," a LocationSmart spokesperson said in an emailed statement. LocationSmart did not point to any specific part of the lawsuit to support these claims. On Tuesday, activist group the Electronic Frontier Foundation (EFF) and law firm Pierce Bainbridge filed a class action lawsuit against LocationSmart, another data broker called Zumigo, and telecom giant AT&T. The lawsuit's plaintiffs are three California residents who say they did not consent to AT&T selling their real-time location data through the data brokers. The lawsuit alleges all three companies violated the California Constitutional Right to Privacy, and seeks monetary damages as well as an injunction against AT&T to ensure the deletion of any sold data.

Microsoft and AT&T on Wednesday said they reached a deal under which the telecommunications company will tap Microsoft's Azure cloud service for its computing needs and use Microsoft 365, which includes Office productivity software, for much of its 268,000-strong workforce. From a report: Under the deal, Microsoft and AT&T will also work together on so-called edge computing, which will see Microsoft technology deployed alongside AT&T's coming 5G network for applications that need extremely small delays in passing data back and forth, such as air traffic control systems for drones. The multi-year deal is worth more than $2 billion, according to a person familiar with the matter. The agreement is a major win for Microsoft, which will become AT&T's "preferred" cloud vendor and is fighting to gain market share from Amazon Web Services, the biggest provider of public cloud services. Cloud service customers run their software applications in data centers managed by the cloud provider. AT&T will remain responsible for its own core networking operations for cell phones and other devices. But John Donovan, chief executive of AT&T Communications, told Reuters the deal is a fundamental shift for the telecommunications provider to become "public cloud first," meaning that it will predominately rely on data centers built by others to power the rest of its business.

AT&T will start automatically blocking fraud calls and issuing suspected spam call alerts for new phone customers at no extra cost. "You'll have to opt out if you don't want the company to screen calls this way," reports Engadget. "Existing customers, meanwhile, will see the feature automatically reach their accounts in the 'coming months.'" From the report: If you like the capabilities, you can turn it on right now either by downloading the AT&T Call Protect app or enabling it through your myAT&T account settings. Although AT&T isn't charging extra, the FCC rules don't prevent it or others from using the auto-blocking as an opportunity to raise subscription rates. It may take a while to learn whether or not there are any pitfalls to what otherwise seems like a promising upgrade.

AT&T is planning to cut another 1,800 jobs from its wireline division. "Last week, AT&T declared more than 1,800 jobs nationwide as 'surplus,' meaning they are slated to be eliminated in August or September," reports Ars Technica, citing the Communications Workers of America (CWA). From the report: "They've been cutting their employment massively in the past year and a half or so," with cuts affecting both union and non-union jobs, CWA Communications Director Beth Allen told Ars. Under union contracts, AT&T can declare a surplus of jobs each quarter, she said. But even by AT&T standards, last week's surplus declaration "was a very large number," Allen said. Jobs that are declared "surplus" are taken off the payroll, CWA says. AT&T told Ars that most affected union workers will be able to stay at the company in other positions. But letters from AT&T to the CWA say that only 27 of about 550 employees declared "surplus" in the Southwest division will be given so-called "follow-the-work" opportunities in which they can take nearly identical jobs in other locations.

Follow-the-work offers are given when an employee's specific job is consolidated with another position or moved to another geographic location, AT&T said. This is different from the job-offer guarantee that ensures "surplus" employees will be offered a different type of job in the company; AT&T didn't say exactly how many surplus employees will get those offers. The 1,800 newly announced AT&T job cuts affect wireline technicians who fix customer problems, install new service, and who work on AT&T's fiber expansion, Allen said. Over the past four years, AT&T expanded its fiber-to-the-home network to 12.5 million customer locations to meet a government mandate imposed on its purchase of DirecTV. But AT&T is apparently slowing its fiber deployments now that it has finished the government-mandated buildout.

There's something scary in Fortune's new article about AT&T: "Say you and your neighbor are both DirecTV customers and you're watching the same live program at the same time," says Brian Lesser, who oversees the vast data-crunching operation that supports this kind of advertising at AT&T. "We can now dynamically change the advertising. Maybe your neighbor's in the market for a vacation, so they get a vacation ad. You're in the market for a car, you get a car ad. If you're watching on your phone, and you're not at home, we can customize that and maybe you get an ad specific to a car retailer in that location."

Such targeting has caused privacy headaches for Yahoo, Google, and Facebook, of course. That's why AT&T requires that customers give permission for use of their data; like those other companies, it anonymizes that data and groups it into audiences -- for example, consumers likely to be shopping for a pickup truck -- rather than targeting specific individuals. Regardless of how you see a directed car ad, say, AT&T can then use geolocation data from your phone to see if you went to a dealership and possibly use data from the automaker to see if you signed up for a test-drive -- and then tell the automaker, "Here's the specific ROI on that advertising," says Lesser. AT&T claims marketers are paying four times the usual rate for that kind of advertising.
"This is a terrifying vision of permanent surveillance," argues the Verge (in an article shared by schwit1): In order to make this work, AT&T would have to:

- Own the video services you're watching so it can dynamically place targeted ads in your streams

- Collect and maintain a dataset of your personal information and interests so it can determine when it should target this car ad to you

- Know when you're watching something so it can actually target the ads

- Track your location using your phone and combine it with the ad-targeting data to see if you visit a dealership after you see the ads

- Collect even more data about you from the dealership to determine if you took a test-drive

- Do all of this tracking and data collection repeatedly and simultaneously for every ad you see

- Aggregate all of that data in some way for salespeople to show clients and justify a 4x premium over other kinds of advertising, including the already scary-targeted ads from Google and Facebook.

If this was a story about Mark Zuckerberg and Facebook, this scheme would cause a week-long outrage cycle...

AT&T can claim up and down that it's asked for permission to use customer information to do this, but there is simply no possible way the average customer has ever even read their AT&T contracts, let alone puzzled out that they're signing up to be permanently tracked and influenced by targeted media in this way.

An anonymous reader quotes a report from Ars Technica: The four major U.S. wireless carriers are facing proposed class-action lawsuits accusing them of violating federal law by selling their customers' real-time location data to third parties. The complaints seeking class action status and financial damages were filed last week against AT&T, Verizon, T-Mobile, and Sprint in U.S. District Court for the District of Maryland. The four suits, filed on behalf of customers by lawyers from the Z Law firm in Maryland, all begin with text nearly identical to this intro found in the suit against AT&T: "This action arises out of Defendant's collection of geolocation data and the unauthorized dissemination to third-parties of the geolocation data collected from its users' cell phones. AT&T admittedly sells customer geolocation data to third-parties, including but not limited to data aggregators, who in turn, are able to use or resell the geolocation data with little or no oversight by AT&T. This is an action seeking damages for AT&T gross failure to safeguard highly personal and private consumer geolocation data in violation of federal law."

The proposed classes would include all of the four carriers' customers in the U.S. between 2015 and 2019. In all, that would be 300 million or more customers, as the lawsuits say the proposed classes consist of at least 100 million customers each for AT&T and Verizon and at least 50 million each for Sprint and T-Mobile. Each lawsuit seeks damages for consumers "in an amount to be proven at trial." In June 2018, the four major U.S. carriers promised to stop selling their mobile customers' location info to third-party data brokers after a security problem leaked the real-time location of U.S. cellphone users. Despite the carriers' promises, a Motherboard investigation found in January 2019 that they were still selling access to their customers' location data.

"The lawsuits accuse the carriers of violating Section 222 of the U.S. Communications Act, which says that carriers may not use or disclose location information 'without the express prior authorization of the customer,'" reports Ars Technica. "The lawsuits also say that each carrier failed to follow its own privacy policy and 'profited from the sale and unauthorized dissemination of Plaintiff and Class Members' [private data].'"

An anonymous reader quotes a report from The Verge: What in the world is going on over at Samsung in the wake of the Galaxy Fold delay? The whole situation keeps refusing to normalize, and instead gets weirder nearly every day. The latest is that iFixit has decided to honor a Samsung request to pull its Galaxy Fold teardown off the internet, even though Samsung apparently didn't ask iFixit to do so directly. This oddity follows AT&T's seemingly arbitrary decision to email a potential ship date for the Galaxy Fold despite the fact that Samsung hasn't officially set a new release date. By requesting that iFixit pull the teardown, Samsung is apparently willing to risk the Streisand effect when it comes to people clamoring to see the innards of its device. Here's what iFixit has to say on the matter: "We were provided our Galaxy Fold unit by a trusted partner. Samsung has requested, through that partner, that iFixit remove its teardown. We are under no obligation to remove our analysis, legal or otherwise. But out of respect for this partner, whom we consider an ally in making devices more repairable, we are choosing to withdraw our story until we can purchase a Galaxy Fold at retail."

An anonymous reader quotes a report from Ars Technica: T-Mobile U.S. and Sprint are facing potential rejection of their proposed merger at the U.S. Department of Justice. DOJ staffers "have told T-Mobile US and Sprint that their planned merger is unlikely to be approved as currently structured," The Wall Street Journal reported today, citing people familiar with the matter. "In a meeting earlier this month, Justice Department staff members laid out their concerns with the all-stock deal and questioned the companies' arguments that the combination would produce important efficiencies for the merged firm," the Journal wrote. DOJ staffers' recommendations aren't the final word at the agency. The department's antitrust chief, Makan Delrahim, would decide whether to challenge or allow the merger.

The Justice Department's antitrust division is reviewing the merger and could file a lawsuit in federal court in an attempt to block the deal. Success isn't guaranteed, a fact the DOJ was reminded of when a U.S. District Court judge allowed AT&T to buy Time Warner despite DOJ opposition. The DOJ could also approve the merger with conditions, but that would require agreement with T-Mobile and Sprint on what those conditions would be. "T-Mobile and Sprint could offer concessions, such as assets sales, to address the government's concerns," the Journal wrote. Sprint shares "are trading at a roughly 20 percent discount to the price implied by the all-stock deal, signaling Wall Street doubts about the combination's chances," the report also said. T-Mobile CEO John Legere denied the report in a tweet, saying that "[t]he premise of this story... is simply untrue. Out of respect for the process, we have no further comment." Sprint Executive Chairman Marcelo Claure also claimed that the "article is not accurate," adding that Sprint "continue[s] to have discussions with regulators about our proposed merger."

House lawmakers on Wednesday approved a Democrat-backed bill (alternative source) that would restore rules requiring AT&T, Verizon and other Internet providers to treat all Web traffic equally, marking an early step toward reversing one of the most significant deregulatory moves of the Trump era. From a report: But the net neutrality measure is likely to stall from here, given strong Republican opposition in the GOP-controlled Senate and the White House, where aides to President Trump this week recommended that he veto the legislation if it ever reaches his desk. The House's proposal, which passed by a vote of 232-190, would reinstate federal regulations that had banned AT&T, Verizon and other broadband providers from blocking or slowing down customers' access to websites. Adopted in 2015 during the Obama administration, these net neutrality protections had the backing of tech giants and startups as well as consumer advocacy groups, which together argued that strong federal open Internet protections were necessary to preserve competition and allow consumers unfettered access to movies, music and other content of their choice.

A massive class-action lawsuit is accusing AT&T of lying to customers about DirecTV Now when it bought Time Warner. KCTV5 reprots: At the time, they promised customers and investors, they would be cutting prices for their streaming service called DirecTV Now. However, the lawsuit accuses the company of switching up TV packages, confusing customers by getting rid of the bundles it had been offering, charging higher prices for new types of bundles, and then bringing back the original bundles at a higher price. Investors were not happy about this because stock prices tanked. DirecTV Now was hemorrhaging customers, losing about 260,000 customers in December. "AT&T's registration statement 'touted yearly and quarterly growth trends... including quarterly subscriber gains in its DirecTV Now service sufficient to offset any decrease in traditional satellite DirecTV subscribers, such that AT&T was experiencing an ongoing trend of total video subscriber 'net additions,'" reports Ars Technica, citing a segment of the complaint.

"But in reality, 'DirecTV Now subscribers were leaving (i.e., not renewing) as soon as their promotional discount periods expired, while at the same time new potential DirecTV Now customers were unwilling to pay the higher prices and therefore not subscribing at all,' the complaint said. By the time AT&T bought Time Warner, 'AT&T's reported 'net additions' growth trend was already reversing into a severe 'net loss.' [T]he AT&T registration statement 'purported to warn of numerous risks that 'if' occurring 'may' or 'could' adversely affect the company while failing to disclose that these 'risks' had already materialized at the time of the acquisition,' the complaint said."