Personnel Changes
The Seattle based firm of Hagens Berman Sobol Shapiro has opened an office in San Francisco, to be headed by former Lerach Coughlin Stoia Geller Rudman & Robbins partner Reed Kathrein.
Kathrein will be joined by three other Lerach Coughlin attorneys and will also manage Hagens Berman's Los Angeles office. Kathrein had of course opened the San Francisco office of Lerach Coughlin's predecessor firm, Milberg Weiss Bershad Hynes & Lerach LLP, in 1994.
The Recorder has a story on the move, here and Hagens Berman issued a press release, here.
Of tangential interest, Kathrein, has not one, but two eponymously named websites - www.reedkathrein.com and www.reedk.com. We first explored the eponymous securities litigator website issue last June, starting with two defense attorneys, who not only both wore bowties, but also maintained their own non-firm websites.
Of even more tangential interest, Hagens Berman is surely the only plaintiff side law firm to sponsor an elite amateur cycling team, the Lake Washington Velo / Hagens Berman Cycling Team.
Meanwhile, on the other coast (or at least close to the coast), The Legal Intelligencer has a story on Philadelphia attorney Jonathan Shub, and his move from Sheller, P.C. to open the Philadelphia office of Seeger Weiss LLP, with two other former Sheller attorneys.
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March 27, 2007 |
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Supreme Court to Address Scheme Liability
Yesterday, the Supreme Court granted certiorari to consider whether secondary actors can be held liable to shareholders under a "scheme" liability theory. Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., 549 U.S. ___ (U.S. 06-43 Mar. 26, 2007).
The Supreme Court's decision comes hard on the heels of the Fifth Circuit's decision in the Enron litigation last week, which highlighted the growing Circuit split on the issue. The Fifth and Eighth Circuit Courts of Appeal have rejected scheme liability, and the Ninth Circuit has indicated that liability may be found under the theory.
The Eighth Circuit had ruled that a party cannot be liable under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(a) and (c) for engaging in “schemes” to defraud. The Eighth Circuit held that liability under Section 10(b) is limited to those who (1) “make or affirmatively cause to be made a fraudulent misstatement or omission,” or (2) “directly engage in manipulative securities trading practices.” Stoneridge Investment Partners, LLC v. Scientific-Atlanta, Inc., 443 F. 3d 987 (8th Cir. 2006).
The Eighth Circuit affirmed dismissal of securities fraud claims asserted by shareholders of Charter Communications (NASDAQ: CHTR) against two of Charter’s vendors, Scientific-Atlanta, Inc. and Motorola, Inc. (NYSE: MOT). Charter’s shareholders alleged that the two vendors had entered into sham transactions while knowing that Charter intended to account for the transactions improperly. Neither Scientific-Atlanta nor Motorola made or affirmatively caused to be made any allegedly misleading statements directly to Charter’s shareholders about those transactions. Charter’s shareholders had alleged that the two vendors could be liable for participating with Charter in a “scheme” to defraud Charter’s shareholders. The vendors allegedly deceived Charter’s shareholders because the “sham” transactions artificially inflated Charter’s cash flow by about $17 million in one quarter, which thereby inflated revenue forecasts and Charter’s stock price.
In rejecting scheme liability, the Eighth Circuit relied on the Supreme Court’s earlier decision in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., 511 U.S. 164, 191 (1994). In Central Bank, the Court held that there was no aiding and abetting liability for claims brought under Section 10(b) and Rule 10b-5. The Court in Central Bank did not foreclose all liability for secondary actors, noting that the absence of aiding and abetting liability “does not mean that secondary actors in the securities markets are always free from liability.”
A dozen years after Central Bank, the federal courts are increasingly divided on whether “scheme” claims against secondary actors are different from claims for aiding and abetting against those same actors. Although the Eighth Circuit ruled that “scheme” liability cannot be squared with Central Bank’s prohibition on aiding and abetting liability, the Ninth Circuit has ruled that it can under limited circumstances. Last year, the Ninth Circuit held that secondary actors can be liable for participating in a scheme to deceive investors if they engaged in conduct that had the “principal purpose and effect of [creating] a false appearance of revenues” even if they did not make misleading statements. Simpson v. AOL Time Warner, Inc., 452 F.3d 1040, 1048 (9th Cir. 2006). And last week, the Fifth Circuit expressly rejected the Ninth Circuit’s standard and joined the Eighth Circuit in rejecting “scheme” liability for secondary actors. Regents of The University of California v. Credit Suisse First Boston (USA), Inc., et al., No. 06-20856 (5th Cir. Mar. 19, 2007).
The actual question presented for review:
Whether this Court’s decision in Central Bank, N.A. v. First Interstate Bank, N.A., 511 U.S. 164 (1994), forecloses claims for deceptive conduct under § 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b), and Rule 10b-5(a) and (c), 17 C.F.R. 240.l0b-5(a) and (c), where Respondents engaged in transactions with a public corporation with no legitimate business or economic purpose except to inflate artificially the public corporation’s financial statements, but where Respondents themselves made no public statements concerning those transactions.
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March 26, 2007 |
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Guest Post: "Actions Speak Louder Than Words"
The following guest post by Jay W. Eisenhofer, Roy Jones, and Gregg S. Levin, all of Grant & Eisenhofer, P.A., first appeared in the March 19, 2007 issue of Pensions Week.
For those of us whose job it is to help maintain and enhance capital market integrity, the last few months have been quite interesting. In November 2006, the Committee on Capital Markets Regulation (“CCMR”), a business led group, issued a report suggesting that the U.S. suffers from the “over-enforcement” of the country’s securities laws. In January 2007, McKinsey & Company (“McKinsey”) published a study positing that the American “legal environment” was responsible for “growing international concerns about participating in US financial markets.” Picking up on this same theme, Peter Montagnon of the Association of British Insurers wrote in the Financial Times (5 January 2007) that an “excessive zeal for regulation and litigation” has undermined the ability of the U.S. capital markets to compete. What these reports have in common is an overriding bias and a lack of factual analysis. Tellingly, several non-partisan reports on the same subject have reached the exact opposite conclusion.
We will leave it up to others, better qualified, to comment on the CCMR report. Richard Breeden, former SEC Chair, no less, stated that the interim report “is a bunch of warmed over, impracticable ideas, many of which have been around for a long-time. It is very elegant whining.” Eliot Spitzer, no stranger to confronting fraud in corporate America, opined: “the same old tired response from the defenders of the status quo.” Meanwhile, the Council of Institutional Investors reflected that “many of the panel’s recommendations, if adopted, would undermine the effectiveness of market watchdogs and weaken critical investor protections.. . . Rigorous U.S. investor protections are a boon, not a bust, for our capital markets.” And presciently, Duke University Law Professor, James D. Cox, adroitly commented that the proposals are “an escalation of the culture war against regulation,” which if adopted “would be a dark day for investors.”
Critics use the following “fact” to support their IPO thesis -- of the 25 largest IPOs (by dollar volume) that took place during 2005, 92% (or 23 of 25) listed on an exchange outside of the U.S. But, this ignores the fact that current IPO activity on the American securities’ exchanges is indeed robust. Last year, U.S. IPO volume was up 22% over 2005, and almost 170% over 2003. A recent Thomson Financial (“Thomson”) report concluded: that during 2006, initial public offerings involving foreign firms comprised 16% of the IPOs placed on the American capital markets – the highest level of such offerings over the last 20 years; that the number of foreign IPOs being placed on the American capital markets remained the same in 2006 relative to the prior year (34); and that that during 2006, foreign IPOs were responsible for 23% of all new capital raised on the U.S. exchanges -- the highest figure in well over a decade. Commenting on these results, Richard Peterson, Thomson’s Director of Capital Markets Research, stated that “[i]n terms of proceeds raised by foreign issuers and the number of deals by foreign issuers, the statistics show that things look rather healthy . . . there doesn't seem to be any really significant deterioration of the [U.S.] IPO market.”
Critics wholly ignore that any volatility in recent U.S. IPO activity can be explained by factors unrelated to the current securities litigation system, including: high American underwriting fees; and expanding economies elsewhere in the world. For example, underwriting fees for U.S. based IPO transactions commonly run from 6.5% to 7%, as against an average 3-4% for deals placed on European exchanges. Goldman Sachs recently found that America's share of global gross domestic product has fallen to 28% -- from 31% seven years ago, as other country’s shares have grown. Reflecting that Ernst & Young recently found that since 2006 the overwhelming majority of firms undertaking IPOs (90%) did so in their “home country.”, yet 65% of “competitive” IPO’s held during the first half of 2006 were placed in the U.S. These findings prompted Jim O'Neill, Head of Global Economic Research at Goldman Sachs, to opine that “[i]t seems to me that the New York intelligentsia are going through one of their occasional bouts of hysteria” and further that any so-called decline in the American capital markets “is probably in large part a simple reflection of the growth of the rest of the world.”
Apart from the foregoing, critics overlook the fact that companies that list in the U.S. enjoy a lower cost of capital (12.48% on average), and also enjoy a listing premium of about 16%, rising to 37% for firms that list on a major U.S. exchange. Interestingly, research confirms that the listing premium actually has grown larger since the enactment of the Sarbanes Oxley Act in 2002. These statistics hardly suggest a system that is in terminal decline, and we would argue that investor protection through litigation is a key determinant.
Rarely discussed is the quality of IPOs. As investors are finding, the granting of a U.K. capital market passport to foreign companies is not costless. Financial fraud there. increased by 40% in 2006, and many worry that this will only get worse, as ever more overseas companies with dubious backgrounds and governance systems list there. Regulatory arbitrage may give a short-term competitive advantage, but it will come back to haunt the U.K. authorities; and sadly cost investors dearly.
According to Mr. Montagnon, liabilities from securities law class-action lawsuits have “ballooned” since 1995, bringing negative side effects. From that, Mr. Montagnon concludes that the securities class action system ought to be “repair[ed].” Once again context is essential. The size of the frauds themselves have ballooned since 1995, while their numbers have increased. Add to that, they are now more complex, and involve a broader range of actors. Reflecting that, the median investor loss for cases settling in 2006 reached $402 million – more than six times the 1996 median of $66 million. As regards settlements, 2006 brought six out of the ten largest settlements ever, with four of over $1 billion. Turning to the averages, both the mean and median settlement size have increased, again reflecting the size of the investor losses. Stripping out the mega-settlements still leaves an average settlement in 2006 of $34 million, a 37% increase over 2005. Including the billion dollar and over settlements pushes the average up to almost $87 million. As regards median settlement figures, 2006 saw a rise to $7.3 million.
Quite pointedly, after reviewing the data on settlements through the end of 2006, NERA Economic Consulting concluded that “while average settlements have been rising, there is no statistical evidence that this is the result of a more difficult litigation environment for defendants.”
Critics always disregard the dramatic changes that have taken place in our industry since the passage of the 1995 Private Securities Litigation Reform Act. Chief among these has been the rising number of institutional investors as class leaders, who take control of the litigation and use it to achieve positive, long-lasting governance reforms.
Many recent advances in shareholder rights and corporate governance have stemmed from this. The Delaware Supreme Court’s seminal decision in Smith v. Van Gorkom resulted in a host of procedural protections that we now take for granted such as fairness opinions, special committees of independent directors, and independent legal advisors. The Disney shareholder litigation over the payment of $140 million to Michael Ovitz heralded in a number of changes to corporate practices over the setting of executive compensation. In the wake of the WorldCom case, underwriters have been prompted to exercise a greater degree of care during the due diligence process. The superficial review that constituted due diligence before WorldCom apparently has now given way to real critical assessments of management’s representations.
Meanwhile, some critics assert that shareholder litigation is just shareholders suing themselves, since they are the actual owners of the defendant companies. In practice, shareholder suits reallocate funds to injured shareholder purchasers from current shareholders, as the former paid substantially more for a share of the corporation due to the fraud than did the current holders. Some overlap is inevitable here since institutional investors largely own all of corporate America. However, there are countless cases in which the overlap between “injured” and “current” shareholders is quite small. For example, in securities litigation involving Dynegy (settlement of $473 million), shareholders holding 127.23 million shares in the firm at the end the end of the class period (but not at settlement) owned only 5.49 million shares a year later.
Critics also fail to appreciate that private investor lawsuits are invaluable in ensuring that this country’s securities laws are vigorously enforced. Former SEC Chairman Arthur Levitt has stated that “private suits are the primary method for compensating defrauded investors.” The U.S. Supreme Court consistently has underscored that private actions “provide a most effective weapon in the enforcement of the securities laws and are a necessary supplement to Commission action.” This has never been more true than at present. While the number of enforcement actions commenced by the SEC is falling, corporate malfeasance is increasing. Financial restatements rose considerably during 2005, and over 100 companies currently are embroiled in the options-backdating scandal, just as questions are raised whether the SEC has adequate resources to investigate and prosecute these cases. Moreover, where corporate malfeasance has been the subject of both a private securities fraud class action and a parallel SEC investigation, the private action typically has resulted in a greater recovery for investors, with countless examples where the SEC’s efforts failed to achieve any financial compensation for aggrieved stockholders.
We share Peter Montagnon’s desire to see the U.S. initiate a system of corporate governance that makes corporate executives truly accountable to shareholders. However, vested business interests in the U.S. have successfully fought off every attempt to achieve our shared goal. Against that backdrop, we would welcome his support for the corporate governance changes that are being won through shareholder litigation. And once again, we have institutional investors to thank for their willingness to bring forward corporate governance based cases, known in the jargon as “derivative” actions. Our firm was honored to represent the international coalition of pension funds that won significant concessions from Rupert Murdoch and News Corp. Similarly, we helped the U.S. trade union, AFSCME, achieve the historic federal appeals court ruling against AIG that will enable proxy access for shareholders to nominate director candidates, long considered the “holy grail” for investor activists.
Our intention here has been to bring some balance back into the debate around the competitiveness of U.S., capital markets, and to give a different perspective on the reforms promulgated by the CCMR, among others. Shareholder litigation, far from being a drag on capital market competitiveness, promotes integrity by protecting investors. To alter the status quo now – in the wake of continued (and growing) corporate malfeasance – sends the message that accountability to shareholders is a goal not worth pursuing.
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March 21, 2007 |
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Victory in the Quixotic Quest
Earlier this month, we reported on our long and generally fruitless quest to alter the misconception floating around in academia that private institutions do not serve as lead plaintiffs in securities class actions.
An alert reader pointed out that the final published version of Prof. Stephen J. Choi and Robert B. Thompson's paper, Securities Litigation and Its Lawyers: Changes During the First Decade After PSLRA not only corrected the misconception, but credited this author both in their introductory thanks and in the soon to be famous "Footnote 98."
In related news, we can also report that after our initial blog post, SLW had a lengthy series of e-mail exchanges with Charlie Silver and Sam Dinkin regarding their draft paper, Incentivizing Institutional Investors to Serve as Lead Plaintiffs in Securities Fraud Class Actions. The authors indicated that they would also amend their draft at some point to reflect the updated information.
Two sets of academic authors down, one to go.
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March 19, 2007 |
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Options Backdating Class Actions - A New Twist
Our options backdating securities class action list has been updated to add Wireless Facilities, Inc. (NASDAQ: WFII) to the list. The number of companies on the list now stands at 29.
We are thrilled to report that our statement last week (that every single company on the options backdating securities class action list had also been named in an options backdating derivative lawsuit) has been trumped by the filing of the Wireless Facilities class action, as the company does not yet appear to be involved in derivative litigation.
The number of derivative actions filed, according to The D&O Diary's count is 153.
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March 15, 2007 |
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Options Backdating Class Actions - Comparing the Lists
Our options backdating securities class action list has been updated to add Monster Worldwide, Inc. (NASDAQ: MNST) to the list. The number of companies on the list now stands at 28.
The number of derivative actions filed, according to The D&O Diary's count is 152.
On an interesting side note - every single company on the options backdating securities class action list has also been named in an options backdating derivative lawsuit.
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March 12, 2007 |
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Pack Your Bags, We're Going to Lagos
The SCAS Research team informs me that a securities class action has been filed against Cadbury Schweppes Plc's Nigerian subsidiary, Cadbury Nigeria Plc, in what is believed to be the first securities class action ever filed in Nigeria.
The class action relates to the revelations by Cadbury last December that it had discovered "a significant and deliberate overstatement of Cadbury Nigeria results, which had existed over a number of years” after increasing its stake in the Nigerian subsidiary.
The Times of London has a story, here.
One of the plaintiffs in the Nigerian class action is Nsongurua Udombana, a professor of international law at the University of Lagos. According to the Times, Professor Udombana and his fellow plaintiffs "are trying to see if we can establish a precedent and start something that could bring a revolution in corporate governance in Nigeria."
Though best known to many as the producer of the seasonally appropriate Cadbury Creme Egg, the company produces a host of well known brands, from Trident to Dr. Pepper. Cadbury also produces regional brands, such as Bournvita, the "biggest selling food drink in Nigeria."
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March 9, 2007 |
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Another Case Added to Options Backdating List
Our options backdating securities class action list has been updated to add HCC Insurance Holdings, Inc. (NYSE: HCC). The number of companies on the list now stands at 27.
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March 8, 2007 |
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Canadian Hedge Fund Scandal Rolls On
Manulife Securities International Ltd. today announced that it has filed a proposed class action against Société Générale and related entities over the role allegedly played by Société Générale in the meltdown of Portus Alternative Asset Management Inc., "Canada's biggest hedge fund scandal."
Portus has been in receivership and bankruptcy proceedings in the Ontario Superior Court since February 2005.
The proposed class action seeks damages from Société Générale based on the loss of invested capital as well as losses resulting from Portus Investors' inability to achieve a return on their investment due to the collapse of Portus.
The new class action comes about five months after lawyers for Portus investors filed a class action against PricewaterhouseCoopers and two Toronto law firms, alleging that the professional services firms received illegally withdrawn fees from Portus accounts.
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The "Mother" of all Search Engines
Mamma.com Inc. (NASDAQ: MAMA), the company behind the self-proclaimed "Mother of All Search Engines®" announced today that the settlement of the securities class action lawsuit pending against the company and certain officers and directors has received tentative approval.
The Mamma.com class action is pending in the United States District Court for the Southern District of New York before Judge Harold Baer, Jr.
The settlement is valued at $3.15 million, $2.5 million of which will be paid by the company's insurance carrier and $650,000 from the company.
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March 6, 2007 |
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The SCAS 50 for 2006
For the fourth year, my company (ISS' Securities Class Action Services) has issued its "SCAS 50" report.
Based on data from the SCAS database, the SCAS 50 lists the top 50 plaintiffs' law firms ranked by the total dollar amount of final securities class action settlements occurring in 2006 in which the law firm served as lead or co-lead counsel.
The full report is available here.
2006's Top 10:
| RANK | LAW FIRM | SETTLEMENT TOTAL | # OF SETTLEMENTS | AVERAGE |
| 1 | Lerach Coughlin Stoia Geller Rudman & Robbins | $7,307,050,000 |
30 |
$243,568,333 |
| 2 | Bernstein Litowitz Berger & Grossmann | $2,634,765,298 |
9 |
$292,751,700 |
| 3 | Heins Mills & Olson | $2,500,000,000 |
1 |
$2,500,000,000 |
| 4 | Milberg Weiss & Bershad | $1,604,608,808 |
22 |
$72,936,764 |
| 5 | Entwistle & Cappucci | $1,100,000,000 |
1 |
$1,100,000,000 |
| 6 | Barrack, Rodos & Bacine | $960,000,000 |
1 |
$960,000,000 |
| 7 | Kirby McInerney & Squire | $650,900,000 |
5 |
$130,180,000 |
| 8 | Abbey Spanier Rodd Abrams & Paradis | $590,295,000 |
8 |
$73,865,625 |
| 9 | Barrett & Weber | $410,000,000 |
1 |
$410,000,000 |
| 9 | Waite, Schneider, Bayless & Chesley | $410,000,000 |
1 |
$410,000,000 |
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March 5, 2007 |
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First BanCorp Settles Securities Class Action
Today, First BanCorp (NYSE: FBP) announced that it had reached an agreement in principle to settle the securities class action pending against the company and certain officers and directors in the United States District Court for the District of Puerto Rico for $74,250,000.
The Plumbers & Pipefitters Local 51 Pension Fund and two individuals are lead plaintiffs and Lerach Coughlin Stoia Geller Rudman & Robbins LLP and Zwerling Schachter & Zwerling are co-lead counsel in the First BanCorp securities class action.
A quick search of the SCAS database reveals that this is the largest securities class action settlement ever in the District of Puerto Rico.
It also appears that the the First BanCorp litigation is one of only two securities class actions filed in the District of Puerto Rico since the PSLRA was enacted. The other case, on behalf of shareholders in Pepsi-Cola Puerto Rico Bottling Co. (n/k/a PepsiAmericas, Inc. (NYSE: PAS)) was settled in 1997.
The District of Puerto Rico can now be added back to the list of Federal courts without an active securities class action.
Thanks to Werner Kranenburg (With Vigour and Zeal) for the tip.
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March 2, 2007 |
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The Quixotic Quest Continues
It all started back in December 2005, when Prof. James D. Cox (Duke) and Randall S. Thomas (Vanderbilt) posited, in their latest article on the failure of institutional investors to file claim forms in securities class action settlements, Letting Billions Slip Through Your Fingers: Empirical Evidence and Legal Implications of the Failure of Financial Institutions to Participate in Securities Class Action Settlements, that they could:
find no recorded case where a bank, mutual fund, or insurance company has served as a lead plaintiff in a securities class action.
A few months later, I blogged on the issue, here, here, and here, and noted that there were a number of instances where private institutional investors had indeed served as lead plaintiffs in securities litigation.
Prof. Cox and Thomas then posted a draft of their latest paper, An Empirical Analysis Of Institutional Investors' Impact as Lead Plaintiffs in Securities Fraud Class Actions, where they repeated their earlier conclusion:
we find no recorded case where a bank, mutual fund or insurance company has served as a lead plaintiff in a securities class action.
Then, Prof. Stephen J. Choi (New York University School of Law) and Robert B. Thompson (Vanderbilt University School of Law) authored a paper, Securities Litigation and Its Lawyers: Changes During the First Decade After PSLRA that reiterated the myth, stating:
There has been a substantial increase in participation of public pension firms, a group that includes well-known public employees' funds such as Calpers, NYCERS and funds related to various unions. At the same time, there has not been any substantial involvement by private investors, such as mutual funds, banks, and insurance companies.
Recently, Prof. Charlie Silver (University of Texas School of Law) and an economist, Sam Dinkin, published a draft paper, Incentivizing Institutional Investors to Serve as Lead Plaintiffs in Securities Fraud Class Actions, that cites to the same Cox / Thomas myth, as part of the underlying premise for the need to incentivize private institutional investors. They do go on to try and make some sense of the conflicting information out in the marketplace now with respect to private institutional investor involvement in securities class actions. The paper has some thought provoking proposals, and I fear that the repetition of the myth in the very first paragraph may take something away from the discussion that I hope their paper stimulates. Indeed, at a later date, we'll dive into the underlying proposals.
OK, listen up Academia. For the last time, private institutional investors (mutual funds, banks, and insurance companies) do seek to serve as lead plaintiffs.
Here are a few examples.
Mutual Funds:
In the Lucent Technologies (NYSE: ALU) securities class action, two mutual funds, The Parnassus Fund and the Parnassus Income Trust/Equity Income Fund were appointed as co-lead plaintiffs. The Lucent securities litigation is the ninth largest securities class action settlement of all time according to data from my team at ISS' Securities Class Action Services.
Insurance Companies:
In the Laidlaw (NYSE: LI) bondholder class action, four insurance companies, John Hancock Life Insurance Co, New York Life, Insurance Co, American General Annuity Insurance Company, and Variable Annuity Life Insurance Co., were appointed as co-lead plaintiffs.
Banks:
In the Honeywell International (NYSE: HON), securities class action, which settled in 2004 for $100 million, Jefferson State Bank, was appointed as co-lead plaintiff.
You've been warned...
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