Bennett v. Sprint Nextel Corp.

298 F.R.D. 498, 2014 WL 1260111, 2014 U.S. Dist. LEXIS 40689
CourtDistrict Court, D. Kansas
DecidedMarch 27, 2014
DocketNo. 09-CV-2122-EFM-KMH
StatusPublished
Cited by12 cases

This text of 298 F.R.D. 498 (Bennett v. Sprint Nextel Corp.) is published on Counsel Stack Legal Research, covering District Court, D. Kansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bennett v. Sprint Nextel Corp., 298 F.R.D. 498, 2014 WL 1260111, 2014 U.S. Dist. LEXIS 40689 (D. Kan. 2014).

Opinion

MEMORANDUM AND ORDER

ERIC F. MELGREN, District Judge.

This is a securities class action against Defendant Sprint Nextel Corporation (“Sprint” or the “Company”) and certain former Sprint officers and directors — Defendants Gary D. Forsee, Paul N. Saleh, and William G. Arendt. Lead Plaintiffs PACE [502]*502Industry Union-Management Pension Fund (“PACE”), Skandia Life Insurance Company (“Skandia”), and the West Virginia Investment Management Board (‘WVIMB”), on behalf of themselves and others similarly situated, assert that Defendants violated §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 as a result of false and misleading statements and omissions made by Defendants regarding Sprint’s business performance and financial results. This matter comes before the Court on Lead Plaintiffs’ Motion for Class Certification (Doc. 116). For the reasons set forth below, the Court grants Lead Plaintiffs’ motion.

I. Factual and Procedural Background1

Sprint is a wireless and wireline communications services company with its headquarters in Overland Park, Kansas. In August 2005, Sprint, the country’s then third largest wireless carrier, acquired Nextel, the country’s fifth largest carrier, for $37.8 billion. Sprint allocated $15.6 billion of the purchase price to goodwill.2 Defendant Forsee became CEO of the combined Company and Defendant Saleh became the CFO.

According to Plaintiffs, problems arose almost immediately after Sprint’s acquisition of Nextel. Plaintiffs contend that cultural differences divided legacy Sprint and Nextel personnel and technological differences eliminated the possibility of integrating the two companies’ wireless networks. Plaintiffs claim that the combination of these difficulties, among others, led to the deterioration of the Company’s customer base. Plaintiffs allege that to cover up the Company’s worsening condition, Defendants made repeated false and misleading statements about the Company’s business metrics and financials. Specifically, Plaintiffs contend that from October 26, 2006, through February 27, 2008, through press releases, conference calls, and SEC filings, Defendants falsely represented that Sprint received billions of dollars in benefits from merger synergies, that Sprint improved its customer mix as a result of tightening credit standards, that the integration of the Sprint and Nextel cellular platforms was progressing as planned, and that the goodwill associated with the Nextel purchase was not impaired.

Plaintiffs claim that Sprint’s true condition was not revealed until after Dan Hesse was named CEO of Sprint on December 18, 2007. This was two months after Sprint’s board of directors forced Defendant Forsee to resign as the Company’s CEO and Chairman.3 On January 18, 2008, Sprint disclosed that it suffered a net loss of 683,000 post-paid subscribers in the fourth quarter of 2007 and that it was evaluating a charge in the fourth quarter related to a goodwill write-down. That day, the Company’s stock price dropped 24.8% or $2.87 per share. On February 28, 2008, Sprint issued a press release disclosing the Company’s fourth quarter and fiscal year 2007 results, which stated that “the company recorded a non-cash goodwill impairment charge of $29.7 billion” contributing to a “net loss for the quarter [of] $29.5 billion or $10.36 diluted loss per share.”4 The next day, on February 29, 2008, Sprint filed its 4Q and FY 2007 results with the SEC, which Plaintiffs claim further disclosed the scope of problems resulting from Defendants’ rebanee on sub-prime customers and the failure to integrate Sprint and Nextel systems and operations. On February 28 and 29, 2008, the Company’s stock price dropped a cumulative 20.5% or $1.84 per share. Overall, in a little more than six months, Sprint’s stock price dropped almost 70% from its class period high of $23.25 per share to less than $7.15 per share.

There are currently three Lead Plaintiffs: PACE, Skandia, and WVIMB. PACE is a defined benefit plan based in Nashville, Ten[503]*503nessee, that is jointly administered by labor and management. PACE alleges that during the class period, it purchased over 180,000 shares of Sprint common stock, expending $3.6 million. Skandia is a life insurance company headquartered in Stockholm, Sweden, that provides financial and insurance services, with assets under management as of the end of fiscal year 2010 of approximately $44.8 billion. Skandia alleges that during the class period, it purchased over 448,000 shares of Sprint common stock, expending over $5.6 million. WVIMB is an institutional investor based in Charleston, West Virginia, that provides fiscal administration and investment management services to twenty-two participant plans. WVIMB alleges that during the class period, it purchased: (1) over 405,000 shares of Sprint stock, expending $7.5 million, (2) 3.3 million units of Sprint’s 6.0% bonds, due December 1, 2016, (3) 120,000 units of Sprint’s 6.9% bonds, due May 1, 2019, and (4) 3,070,000 units of Sprint’s 8.75% bonds, due March 15, 2032. Lead Plaintiffs now move the Court for an order certifying this action as a class action under Fed. R.Civ.P. 23(a) and 23(b)(3).

II. Analysis

A. Class Certification Under Rule 23

1. General Standards Governing Class Certification

Whether to certify a class is committed to the broad discretion of the trial court.5 In exercising this discretion, the Court should err on the side of class certification because it has the authority to later redefine or even decertify the class if necessary.6 In deciding whether to certify, the Court must perform a “rigorous analysis” as to whether the proposed class satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure.7 Rule 23 does not provide the Court with the authority to conduct a preliminary inquiry into the merits of the lawsuit to determine whether it may be maintained as a class action.8 The Tenth Circuit, however, has emphasized that the question of class certification involves considerations that are “enmeshed in the factual and legal issues comprising the plaintiffs cause of action.”9 Although the Court may not evaluate the strength of a cause of action at the class certification stage, it must consider, “without passing judgment on whether plaintiffs will prevail on the merits,” whether the requirements of Rule 23 are met.10

As the parties seeking class certification, Plaintiffs have the burden to demonstrate under a strict burden of proof that the requirements of Rule 23 are clearly satisfied.11 In doing so, Plaintiffs must establish that the prerequisites of Rule 23(a) are satisfied and that the proposed class falls under one of the categories described in Rule 23(b).

2. Class Definition

In determining whether to certify a class, the Court first addresses the proposed [504]*504class definition.12

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Bluebook (online)
298 F.R.D. 498, 2014 WL 1260111, 2014 U.S. Dist. LEXIS 40689, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bennett-v-sprint-nextel-corp-ksd-2014.