City of Ann Arbor Employees' Retirement System v. Sonoco Products Co.

270 F.R.D. 247, 2010 U.S. Dist. LEXIS 105036, 2010 WL 3905940
CourtDistrict Court, D. South Carolina
DecidedSeptember 30, 2010
DocketCivil Action No. 4:08-cv-2348-TLW-TER
StatusPublished
Cited by6 cases

This text of 270 F.R.D. 247 (City of Ann Arbor Employees' Retirement System v. Sonoco Products Co.) is published on Counsel Stack Legal Research, covering District Court, D. South Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
City of Ann Arbor Employees' Retirement System v. Sonoco Products Co., 270 F.R.D. 247, 2010 U.S. Dist. LEXIS 105036, 2010 WL 3905940 (D.S.C. 2010).

Opinion

[250]*250ORDER

TERRY L. WOOTEN, District Judge.

The City of Ann Arbor Employees’ Retirement System, (“plaintiff’), originally filed this action on June 26, 2008. (Doc. # 1). The plaintiff filed an amended class action complaint on October 14, 2008. (Doc. # 27).

This matter is now before the Court for resolution of the plaintiffs Motion for Class Certification. (Doe. # 63). The defendants filed a response in opposition to the motion for class certification. (Doc. # 68). The plaintiff then filed a reply to the defendants’ response. (Doc. #71). This Court held a hearing on the matter on May 17, 2010. The Court has considered the motions, memoranda, and arguments of the parties, and this matter is now ripe for disposition.

FACTS AND PROCEDURAL HISTORY

Sonoco is a global supplier of industrial and consumer packaging and packaging services, headquartered in Hartsville, South Carolina. With over 16,500 employees and sales of approximately $3.6 billion in 2009, it is also among the largest companies in its industry. The plaintiff asserts that while Sonoco had met or exceeded earnings estimates for fourteen periods, in late 2006, it had to provide certain customers price concessions. Additionally, the plaintiff asserts that the company lost certain accounts around the same time. The plaintiff argues that even though the defendants knew that these issues would adversely impact financial results, the defendants failed to report this information. Moreover, the plaintiff purports that this failure to disclose artificially inflated the company’s stock price, and the CEO sold 155,000 shares of stock during this time period.

The defendants filed a motion to dismiss on November 5, 2008. (Doc. # 30). A hearing was held on the matter, and this Court denied the motion on August 14, 2009. (Doc. # 52). A motion to reconsider was then filed by the defendants on August 26, 2009. (Doc. # 54). After careful review, this Court denied the motion for reconsideration. (Doc. #54).

ANALYSIS

To certify a class, all the requirements of Rule 23(a) of the Federal Rules of Civil Procedure must be satisfied, and one of the three categories listed in Rule 23(b) must be satisfied. The requirements of Rule 23(a) are, “numerosity, typicality, commonality, and adequacy of representation, with ‘the final three requirements ... tending] to merge.’ ” Gariety v. Grant Thornton, 368 F.3d 356, 362 (4th Cir.2004) (quoting Broussard v. Meineke Disc. Muffler Shops, Inc., 155 F.3d 331, 337 (4th Cir.1998)). The plaintiff seeks certification under Rule 23(b)(3), which states that a class may be certified if “the court finds that the questions of law or fact common to the class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed.R.Civ.P. 23(b)(3).

It is noted that “the plaintiffs who propose to represent the class bear the burden of demonstrating that the requirements of Rule 23 are satisfied.” Id. (citing Lienhart v. Dryvit Sys., Inc., 255 F.3d 138, 146 (4th Cir.2001)). Additionally, “A district court has broad discretion in deciding whether to certify a class.” Thorn v. Jefferson-Pilot Life Ins. Co., 445 F.3d 311, 317 (4th Cir.2006) (quoting Lienhart v. Dryvit Sys., Inc., 255 F.3d at 146). However, when determining whether the requirements of Rule 23 have been met, this Court must not merely rely on the allegations found in the plaintiffs complaint, but must “tak[e] a close look at relevant matters,” conduct “a rigorous analysis of such matters,” and make “findings that the requirements of Rule 23 have been satisfied.” Gariety, 368 F.3d at 365 (citations omitted). While a Rule 23 certification analysis should not “include consideration of whether the proposed class is likely to prevail ultimately on the merits,” the Fourth Circuit, quoting the United States Supreme Court, has made clear that “sometimes it may be necessary for the [district] court to probe behind the pleadings before coming to rest on the certification question.” Id. (quoting Gen. Tel. Co. of the Southwest v. Falcon, 457 U.S. 147, 160, 102 S.Ct. 2364, 72 [251]*251L.Ed.2d 740 (1982)). Therefore, “[T]he factors spelled out in Rule 23 must be addressed through findings, even if they overlap with issues on the merits.” Id. at 366.

Rule 23(a)

i. Numerosity

Rule 23(a)(1) states that the class must be “so numerous that joinder of all members is impracticable.” The plaintiff has presented evidence demonstrating that Sonoco had approximately 100,003,445 outstanding shares of common stock as of April 27, 2007, and approximately 100,919,886 outstanding shares of common stock as of July 27, 2007. (Doe. # 63-1 and 63-2, Sonoco Form 10-Q filed May 1, 2007 and Sonoco Form 10-Q filed July 31, 2007). Sonoco’s stock is traded on the New York Stock Exchange (“NYSE”). Additionally, the plaintiffs expert notes that there were approximately 307 institutional holders of Sonoco common stock during the proposed Class Period. Given the number and likely geographical dispersion of potential class members, joinder would be impracticable. Therefore, the plaintiff has shown that the numerosity requirement has been met. See e.g. In re BearingPoint, Inc. Sec. Lit., 232 F.R.D. 534, 538 (E.D.Va.2006) (holding that numerosity had been met where there were more than 194 million shares of common stock outstanding, and “while the precise number of shareholders is unknown, it is reasonable to infer from this fact that there are hundreds, if not thousands, of potential class members disbursed throughout the country.”).

ii. Commonality

This Court next turns to the question of commonality. Rule 23(a)(2) requires that there be “questions of law or fact common to the class.” The Fourth Circuit has stated that a “common question is one that can be resolved for each class member in a single hearing” and that a “question is not common, by contrast, if its resolution turns on a consideration of the individual circumstances of each class member.” Thorn, 445 F.3d at 319.

Here, the plaintiff asserts the proposed class shares common questions, including whether the federal securities laws were violated by the defendants’ alleged acts and omissions; whether the defendants made statements to the investing public that were misrepresentations or omissions of material facts; whether the defendants acted wilfully, with knowledge, or recklessly with regards to their alleged misrepresentation; and whether and to what extent members of the proposed class have sustained damages. This Court holds that these questions are sufficient to show that this action has common questions of law or fact related to the proposed class. As stated, the plaintiff alleges that the same misrepresentations or omissions were made to all members of the proposed class through press releases, conference calls, and filings with the SEC. Therefore, this Court concludes that the commonality requirement has been satisfied.

iii. Typicality

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270 F.R.D. 247, 2010 U.S. Dist. LEXIS 105036, 2010 WL 3905940, Counsel Stack Legal Research, https://law.counselstack.com/opinion/city-of-ann-arbor-employees-retirement-system-v-sonoco-products-co-scd-2010.