Greenberg v. Crossroads Systems, Inc.

364 F.3d 657, 2004 U.S. App. LEXIS 7189, 2004 WL 624766
CourtCourt of Appeals for the Fifth Circuit
DecidedApril 14, 2004
DocketNo. 03-50311
StatusPublished
Cited by100 cases

This text of 364 F.3d 657 (Greenberg v. Crossroads Systems, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Greenberg v. Crossroads Systems, Inc., 364 F.3d 657, 2004 U.S. App. LEXIS 7189, 2004 WL 624766 (5th Cir. 2004).

Opinion

W. EUGENE DAVIS, Circuit Judge:

Purchasers of Crossroads Systems, Inc. stock between January 25, 2000, and August 24, 2000, filed this putative class action against Crossroads and three of its officers seeking recovery for securities fraud under Sections 10(b) and 20(a) of the Securities Exchange Act and Rule 10b-5. The action is based on several statements made by defendants relating to the capabilities of Crossroads’s products and financial results for the first three quarters of Fiscal Year 2000. The defendants moved for partial summary judgment on the ground that the plaintiffs cannot establish reliance on any of Crossroads’s alleged [660]*660false statements under the theory of fraud-on-the-market. We agree with the district court’s analysis as to most of the alleged false statements but disagree with respect to the allegedly false statements made on 24 May 2000, 6 June 2000, 12 June 2000, and 5 July 2000. We therefore vacate the summary judgment as to these latter statements and remand for further proceedings.

I.

Crossroads is a public company based in Austin, Texas, that designs, manufactures, and sells storage routers.1 On January 25, 2000, Crossroads announced that production was beginning on its “Third Generation” of storage routers, comprised of models 4150, 4250, and 4450. The release included details on several features of the new line of routers, such as interoperability, increased speed, and server-free backup. Over the next several months, Crossroads made additional statements concerning the capabilities of its Third Generation line of routers. On July 27, 2000, Crossroads released multiple items of unfavorable news, including the news that Crossroads had issued a temporary stop-ship of its products because of interoperability problems. After the July 27 release, the price of Crossroads stock fell by about one-half.

In February, 2001, the plaintiffs filed this private securities fraud class action on behalf of purchasers of Systems, Inc. (Crossroads) common stock between January 25, 2000, and August 24, 2000 (the “Class Period”), alleging violations by Crossroads and its principal executives of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The Plaintiffs alleged that during the Class Period Crossroads made several material public misrepresentations overstating the interoperability and other capabilities of its router products that tended to inflate the price of the company’s stock. In addition, the plaintiffs alleged that Crossroads overstated the company’s financial results during the class period.2 Plaintiffs also alleged that the “truth” about these statements was revealed on 27 July 2000 and 24 August 2000, causing the price of Crossroads stock to decline sharply.

The Defendants filed a motion to dismiss under Rule 12(b)(6). The district court denied this motion on August 15, 2001. In September of 2001, this court issued its opinion in Nathenson v. Zonagen, Inc., 267 F.3d 400 (5th Cir.2001), which clarified, inter alia, the rule- in this circuit concerning the proof required to establish reliance in a securities fraud case based on fraud-on-the-market. After completing discovery and deposing the lead plaintiff, Crossroads filed a motion for partial summary judgment arguing that under Nathenson the plaintiffs were not entitled to a presumption of reliance under the fraud-on-the-market theory of their case. The district court held that under Nathenson, plaintiffs asserting a fraud-on-the-market theory are not entitled to the presumption of reliance where the alleged misrepresentations do not affect the market price of the stock. The district court concluded that an efficient market will digest unexpected new information within two days of its release. The district court used this two-day window to determine whether the alleged misrepresentations sufficiently affected the price of Crossroads stock so [661]*661that the plaintiffs would be entitled to the fraud-on-the-market presumption of reliance.3 For various reasons discussed below, the district court concluded that the plaintiffs were not entitled to the presumption of reliance for any of the alleged misrepresentations. The district court then designated this partial summary judgment a final judgment and dismissed the plaintiffs case.

II.

We review the district court’s grant of summary judgment de novo, considering all evidence in a light most favorable to the non-movant. Campos v. City of Houston, 113 F.3d 544, 545 (5th Cir.1997). Summary judgment will be affirmed where, after independent review, there is no genuine issue of material fact and the movant is entitled to a judgment as a matter of law. Walker v. Thompson, 214 F.3d 615, 624 (5th Cir.2000). Summary judgment may be affirmed on any basis supported by the record. Conkling v. Turner, 138 F.3d 577 (5th Cir.1998).

III.

To state a private securities fraud claim under § 10(b)4 and Rule 10b-5,5 “a plaintiff must allege, in connection with the purchase or sale of securities, (1) a misstatement or an omission (2) of material fact, (3) made with scienter (4) on which plaintiff relied (5) that proximately caused [the plaintiffs’] injury.” Nathenson v. Zonagen, Inc., 267 F.3d 400, 406-07 (5th Cir.2001) (quotation, omitted) (emphasis added). The Supreme Court recognized that requiring proof of “actual reliance” in class actions was unduly burdensome because of the obvious difficulty of showing that every class member individually relied on the alleged misstatement. To ease this burden the Supreme Court, in Basic v. Levinson, recognized the securities fraud theory of fraud-on-the-market. 485 U.S. 224, 108 S.Ct. 978,-99 L.Ed.2d 194 (1988). Under this theory, reliance on the statement is rebuttably presumed if the plaintiffs can show that (1) the defendant made public material misrepresentations, (2) the defendant’s shares were traded in an efficient market, and (3) the plaintiffs traded shares between the time the misrepresentations were made and the time the truth was revealed. Id. at 247 n. 27, 485 U.S. 224, 108 S.Ct. 978, 99 L.Ed.2d 194.6 The Defendants may rebut this presumption by “[a]ny showing that severs the link be[662]*662tween the alleged misrepresentation and either the price received (or paid) by the plaintiff, or his decision to trade at fair market price[.]” Id. at 247, 485 U.S. 224, 108 S.Ct. 978, 99 L.Ed.2d 194.

During the discovery phase of the instant case, this court issued its opinion in Nathenson v. Zonagen, Inc., 267 F.3d 400, 406-07 (5th Cir.2001), where we stated,

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Bluebook (online)
364 F.3d 657, 2004 U.S. App. LEXIS 7189, 2004 WL 624766, Counsel Stack Legal Research, https://law.counselstack.com/opinion/greenberg-v-crossroads-systems-inc-ca5-2004.