Castillo v. Envoy Corp.

206 F.R.D. 464, 2002 U.S. Dist. LEXIS 14608, 2002 WL 523123
CourtDistrict Court, M.D. Tennessee
DecidedApril 8, 2002
DocketNo. 3:98-0760
StatusPublished
Cited by6 cases

This text of 206 F.R.D. 464 (Castillo v. Envoy Corp.) is published on Counsel Stack Legal Research, covering District Court, M.D. Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Castillo v. Envoy Corp., 206 F.R.D. 464, 2002 U.S. Dist. LEXIS 14608, 2002 WL 523123 (M.D. Tenn. 2002).

Opinion

MEMORANDUM ORDER

JOHN T. NIXON, Senior District Judge.

Pending before the Court is Plaintiffs’ Motion for Class Certification and accompanying Memoranda (Doc. Nos.81-83), to which De[467]*467fendants responded by filing a Memorandum in Opposition and supporting documents (Doc. Nos.89-91). Plaintiffs have also filed a Reply Memorandum and accompanying exhibits (Doc. No. 93 and 94.) For the reasons stated below, the Court will grant Plaintiffs Motion.

I. BACKGROUND

Plaintiffs purport to represent a class of all persons who purchased shares of Envoy Corporation (“Envoy”) from February 12, 1997 through August 18,1998 (the “Class Period”). (Cmplt.111.) Envoy provides electronic data interchange and transaction processing services to participants in the health care market, and during this period its common stock was traded on the NASDAQ national market system. The individually named Defendants were or are senior executive officers and/or directors, shareholders, and controlling persons of Envoy during the relevant period. The Amended Complaint, Count I, alleges that Defendants violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by the Securities Exchange Commission (“SEC”), which prohibit fraudulent and material misrepresentations in the sale or purchase of securities. Count II of the Complaint asserts a cause of action against Defendant McNamara under Sections 20(a), which provide for individual liability of “controlling persons” as defined in the Exchange Act and requires a finding of liability under Section 10(b). (Am.Cmplt.HH 90-98.)

Plaintiffs claim that Defendants improperly recorded large, one-time write-offs for in-process research and development (“IPR & D”) in connection with three acquisitions by Envoy. In March 1996, Envoy purchased National Electronic Information Corporation (“NEIC”) for $93.4 million, allocating 32% of that purchase price to IPR & D. In 1997, Envoy purchased Diverse Software Solutions (“DDS”) for $7 million, and Healthcare Data Interchange Corporation (“HDIC”) for $51.2 millions, respectively writing off 43% and 68% of the total purchase price to IPR & D.1 Plaintiffs’ alleged violations center on how these acquisitions costs were recorded and the effect these figures had on Envoy’s financial statements. Plaintiffs aver that the IPR & D write-offs were excessive and violated generally ' accepted accounting principles (“GAAP”).

Allegedly, Defendants “knowingly and recklessly disseminated to the public a series of materially false and misleading statements, reports and other representations about Envoy’s financial status” relating to the above mentioned write-offs, causing its stock to be “artificially inflated.” (Doc. No. 82 at 2.) Plaintiffs also claim that this course of conduct “constituted a fraud on the market that continued through the close of trading on August 18, 1998.” . On that date, Envoy disclosed that the SEC was conducting an investigation into its accounting, which could have a “material adverse impact” on its reported past and future operating results.

Following Envoy’s disclosure, its common stock plunged in one day from $35 to $22 per share. (Id. at 2-3.) The SEC inquiry also lead Defendants to restate the amount allocated to IPR & D and write it off immediately, and to reallocate portions the purchase amounts to goodwill, which is amortized over time. The present lawsuit ensued, and the ease is presently before the Court on Plaintiffs Motion for Class Certification, pursuant to Fed.R.Civ.P. 23(a) (“Rule 23”). A hearing on this motion was held on November 5, 2001. (Doc. No. 105.)2

II. LEGAL STANDARD

A. Class Certification

A class action will be certified only if, after “rigorous analysis,” the court is satis[468]*468fied that the prerequisites of Rule 23(a) have been met and that the action falls within one of the categories under Rule 23(b). Gen. Tel. Co. of Southwest v. Falcon, 457 U.S. 147, 161, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982). However, courts cannot make a preliminary inquiry into the merits of the proposed class action. See Eisen v. Carlisle, 417 U.S. 156, 178, 94 S.Ct. 2140, 40 L.Ed.2d 732 (1974). The burden of establishing that all requirements have been satisfied is on the party seeking class certification. See Thompson v. County of Medina, 29 F.3d 238, 241 (6th Cir.1994). Under Rule 23(a) the following requirements must be satisfied:

(1) the class is so numerous that joinder of all members is impracticable, (2) there are questions of law or fact common to the class, (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class, and (4) the representative parties will fairly and adequately protect the interests of the class.

Fed.R.Civ.P. 23(a).

Rule 23(b)(3), the section relevant to this class certification, requires that “questions of law or fact common to the members of the class predominate over any questions affecting only individual members; and that a class action [be] superior to any other available methods for the fair and efficient adjudication of the controversy.” Fed.R.Civ.P. 23(b)(3).

B. Fraud on the Market

Reliance is essential to § 10(b) and Rule 10b-5 securities fraud claims, because it “provides the requisite causal connection between a defendant’s misrepresentation and a plaintiffs injury.” Basic, Inc. v. Levinson, 485 U.S. 224, 243, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988) (citations omitted). When a plaintiff alleges that a defendant made material misrepresentations or omissions concerning a security that is actively traded on an efficient market, thus establishing a fraud on the market, a rebuttable presumption of reliance arises. See id. at 247, 108 S.Ct. 978. The fraud-on-the-market theory rests on the assumption that in “an open and developed market, dissemination of material misrepresentations or withholding of material information typically affects the price of the stock, and purchasers generally rely on the price of the stock as a reflection of its value.” Peil v. Speiser, 806 F.2d 1154, 1161 (3rd Cir.1986).

Under the Sixth Circuit jurisprudence, there are five elements that a plaintiff is required to allege in order to invoke the fraud-on-the-market presumption of reliance:

(1) that the defendants made public misrepresentations, (2) that the misrepresentations were material, (3) the stock was traded on an efficient market, (4) that the misrepresentations would induce a reasonable, relying investor to misjudge the value of the stock, and (5) that the plaintiff traded in the stock between the time the misrepresentations were made and the time the truth was revealed.

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