Category Archives: Settlement

For those readers following the Halliburton securities class action, two quick updates:

1) As noted previously on The 10b-5 Daily, counsel for one of the lead plantiffs, Scott + Scott, has refused to sign onto the proposed $6 million settlement and is attempting to have Schiffrin & Barroway removed as lead counsel. One of the issues raised by Scott + Scott is why Vice President Dick Cheney, the former CEO of Halliburton, was not named as a defendant. According to a post on Classobjector, the court has rejected Scott + Scott’s motion to show cause (i.e., the removal of Schiffrin), but did so without prejudice, leaving open the possibility of further motions on this issue.

2) The Associated Press reports that a separate securities fraud suit against Halliburton and Vice President Cheney, filed by three small investors in federal court, has been dismissed. The allegations in that case were reportedly similar to those in the class action. It will be interesting to see what, if any, effect this dismissal will have on the controversy surrounding the class action settlement.

According to an article in the Associated Press, Humana Inc. (NYSE: HUM) has agreed to settle a securities class action brought against Physicians Corp. of America in the S.D. of Fla. (Humana purchased Physicians Corp. in 1997.)

The case alleges that Physicians Corp. hid financial losses in 1996 and 1997. The settlement comes after the denial of a motion to dismiss and is for $10.2 million or an estimated 81 cents per share (44 cents per share after expenses).

Quote of note: Lead counsel for the plaintiffs, defending the size of the settlement, stated – “‘They’re not easy to win. You don’t see many Enrons. You may think you see a lot of Enrons but you don’t, and Physicians Corporation is not an easy case,’ he said. ‘I think it could have been won, but it’s not a sure thing.'”

Over the holiday weekend, the USA Today had an article discussing the recent trend of including corporate governance reforms as part of the settlement of shareholder litigation. The article focuses on the recent settlements of the Siebel Systems derivative case and the Computer Associates securities class action (posted about in The 10b-5 Daily).

Addition: TheStreet.com has posted a more comprehensive article on the same topic. The author argues that the increased participation of institutional investors as lead plaintiffs in securities class actions is behind the surge in settlements containing corporate governance reforms.

Over the holiday weekend, the USA Today had an article discussing the recent trend of including corporate governance reforms as part of the settlement of shareholder litigation. The article focuses on the recent settlements of the Siebel derivative case and the Computer Associations securities class action (posted about in The 10b-5 Daily).

Corel Corp., the Canadian software company that manufactures WordPerfect, has agreed to pay $7 million to settle a securities class action based on allegedly misleading statements it made in 1999 and 2000 concerning its entry into the Linux market. The case is pending in the E.D. of Pa.

According to an article in the Legal Intelligencer (via law.com – free registr. required), the plaintiffs’ damages expert had estimated losses of about $46.3 million based on the alleged fraud. The article discusses in some detail the plaintiffs’ justifications to the court for accepting a 15% recovery, including Corel’s poor financial position, the defendants’ argument that the investors had not suffered any damages, and the relatively small amount of D&O insurance that would be available after a trial. Plaintiffs also alleged that the Corel’s defense lawyers had threatened to seek the protection of the Canadian bankruptcy court if plaintiffs managed to obtain a judgment.

Computer Associates International Inc. (NYSE: CA) has announced that it will issue up to 5.7 million shares to obtain a global settlement of the securities class actions, ERISA class actions, and derivative litigation pending against the company. (There may be a cash component to the settlement, however, depending on the share price of the stock at the time of distribution.) The cases are based on how Computer Associates, which makes software from corporate mainframe computers, recognized revenue and awarded executive compensation. In anticipation of the settlement, the company plans to take a pre-tax charge of approximately $144 million in the current quarter.

Quote of note: According to an Associated Press article, lead counsel for the plaintiffs stated “that getting stock today, if the company has a good future, has a better upside for our clients than waiting three, four, or five years to resolve the case.”

The big news today is the announcement of a proposed $300 million settlement in the securities class action against DaimlerChrysler AG. The suit alleges that Daimler-Benz AG misrepresented the acquisition of Chrysler as a “merger of equals” to avoid paying Chrysler shareholders a takeover premium for their shares.

A separate suit brought by billionaire financier Kirk Kerkorian, who was Chrysler’s largest single shareholder at the time of the merger, is unaffected by the settlement because Kerkorian will opt out of the class. Kerkorian’s case is set for a December trial in the D. of Del.

Bloomberg appears to have the most comprehensive article on the settlement (at least as of this posting). The State Board of Adminstration of Florida, a teacher’s and workers’ pension fund that acted as one of the lead plaintiffs in the case, has issued a press release.

Quote of note (Bloomberg): “The offer, before any opt-outs, is worth about 43 cents a share, minus attorneys’ fees. With Kerkorian opting out, the remaining shareholders would each receive about 47 cents per share, minus attorneys’ fees. If approved, the settlement would be one of the largest ever in a securities fraud case, according to Bloomberg data. The agreement is tied for ninth place among the largest recoveries in shareholder class-action suits in history, the data shows.”

Quote of note II (Bloomberg): “Han Tjan, a spokesman for the Stuttgart, Germany-based automaker, said the company has insurance to cover $220 million of the settlement. DaimlerChrysler officials say the class-action claims by investors other than Kerkorian presented the ‘major risk’ in the case. ‘Now we’ll concentrate on the suit with Tracinda [Kerkorian’s holding company],’ company spokesman Hartmut Schick said.”

Medi-Hut Co., Inc., a New Jersey pharmaceutical and medical device maker, has announced the settlement of the securities class action filed against it in the D. of N.J. The suit was based on alleged accounting fraud. If approved by the court, the settlement will pay investors $400,000 in cash and 861,990 shares of stock (currently trading at about 15 cents a share).

Addition: The August 20, 2003 edition of the Newark Star-Ledger has an article on Medi-Hut and the settlement.

Homestore Inc. has agreed to pay $63.6 million in cash ($13 million) and stock (20 millon shares) to settle the pending securities class action against the company. The Associated Press reports that the settlement terms include corportate governance reforms.

Quote of note: “As part of the settlement, Homestore agreed to adopt corporate governance reforms within 30 days of the final approval. The company agreed to two-year board terms, the appointment of a new shareholder-appointed director and minimum stock ownership requirements for directors. The company also agreed to not use future stock options for director compensation.”

First Union National Bank has agreed to settle the securities class action suit against the company, based on its alleged participation in a securities fraud commited by Cyprus Funds, for $5 million. According to an article in the Sun-Sentinel, the settlement was reached after two days of testimony in a federal jury trial in Fort Lauderdale.

Quote of note: “Legal experts say the case against First Union was unusual because it resulted in a jury trial. While ‘third parties’ such as banks or law firms sometimes are sued in connection with securities fraud cases, usually such matters are settled out of court or dropped.”