In re Cooper Companies Inc. Securities Litigation

254 F.R.D. 628, 2009 WL 32568
CourtDistrict Court, C.D. California
DecidedJanuary 5, 2009
DocketNo. SACV 06-00169 CJC (RNBx)
StatusPublished
Cited by33 cases

This text of 254 F.R.D. 628 (In re Cooper Companies Inc. Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, C.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Cooper Companies Inc. Securities Litigation, 254 F.R.D. 628, 2009 WL 32568 (C.D. Cal. 2009).

Opinion

ORDER GRANTING PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION

CORMAC J. CARNEY, District Judge.

INTRODUCTION

Plaintiffs UNITE HERE National Retirement Fund (“UNITE”), Wayne County Employees’ Retirement System (“Wayne”), and United Food and Commercial Workers Union Local 880—Retail Food Employers Joint Pension Fund (UFCW), individually and on behalf of all others similarly situated (collectively “Plaintiffs”), brought this action [632]*632against Cooper Companies Inc. (“Cooper”) and several of its officers and directors (“Individual Defendants”) (collectively “Defendants”), alleging violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934. Plaintiffs seek to have the Court certify this securities litigation as a class action on behalf of those persons who purchased or otherwise acquired Cooper common stock between July 28, 2004, and November 21, 2005 (the “Class Period”).

After carefully considering the evidence presented by the parties and the arguments of their counsel, the Court finds that class certification is warranted here. This case fulfills Federal Rule of Civil Procedure 23(a)’s requirements: (1) the class’ numerosity is readily apparent given there are thousands of possible members; (2) the major questions in this case—did Cooper misrepresent the condition of the company, and did Defendants know that their statements about the condition of the company were false and misleading—are common to the class members; (3) the class representatives, funds that manage their assets to provide for their workers’ retirements, suffered the same, or greater, losses as the other members of the class and received the same information that other shareholders received; and (4) since the interests of the class representatives are aligned with the rest of the class, and since the class representatives likely have the means and incentives to effectively prosecute this suit, there is little doubt that the class representatives will fairly and adequately represent the interests of the proposed class.

This case also fulfills Federal Rule of Civil Procedure 23(b)(3)’s requirements. The common questions of whether misrepresentations were made and whether Defendants had the requisite scienter predominate over any individual questions of reliance and damages. And adjudicating this matter as a class action is a superior method to resolve the parties’ controversy because it avoids not only the dangers of duplicate discovery and trials, but also the unfairness of inconsistent findings and judgments. As the Ninth Circuit has so aptly stated, securities fraud cases fit Rule 23 “like a glove.” Epstein v. MCA Inc., 50 F.3d 644, 668 (9th Cir.1995). Accordingly, Plaintiffs’ motion for class certification is GRANTED.

BACKGROUND

Plaintiffs allege that Cooper made a series of false and misleading statements about its business during the Class Period, artificially inflating the price of Cooper stock. (Amended Consolidated Compl. (“ACC”) II3.) Due to this alleged manipulation, those who purchased stock during the Class Period or received it as a result of Cooper’s merger with rival company Ocular Sciences Inc. (“Ocular”) allegedly lost hundreds of millions of dollars. (Id.) During the Class Period, the value of Cooper stock rose to a high of $83.90 per share then plummeted to a low of $50.99 per share. (Id.) However, top Cooper executives sold $30 million of their stock holdings in connection with the merger and alleged stock manipulation. (Id.)

Plaintiffs’ ease is based upon a series of statements made during the Class Period, beginning with Cooper’s announcement of its merger with Ocular on July 28, 2004. The merger resulted in Cooper becoming the third-largest supplier of soft contact lenses in the world. (ACC 113.) The statements concerned Cooper’s general revenue outlook, its inventory levels, its products’ status in the market for contact lenses, and its progress integrating its operations with former Ocular employees after the merger. Specifically, Plaintiffs allege that Defendants: (1) misstated the success of a new line of contact lenses even though they knew that inventory of the line was piling up in trade channels (ACC 111164-87); (2) initially misrepresented the competitive effect of a new kind of competing contact lens, downplaying its negative effect on Cooper sales while lower-level employees informed managers about the truth, but then eventually admitted “there is no doubt that the ... products have had a major impact on our business in the United States” (ACC 111188-109); (3) misstated the progress of the integration of Ocular’s sales force, saying it was “fully integrated” when the two sales forces were plagued by infighting (ACC 1111109-117); (4) made false revenue projections (ACC U11139-147); and (5) used these misrepresentations, omissions, and other failings to enrich themselves as corporate insid[633]*633ers at shareholders’ expense by selling stock on the precipice of plunging (ACC 1111 ISO-192).

On the day of the announcement of its merger with Ocular, Cooper’s stock price was $55.98 a share. (ACC 1125.) From the day of the merger’s announcement to March, 2005, the stock ran up to a high of $83.90; in the six weeks after that high point, insiders sold 342,000 shares of stock for $25.4 million. (Id.) A period of decrease in the share price followed, bottoming out with a decrease in guidance in May 2005. (Id.) Then, a second run-up occurred, with the firm raising guidance again, and shares reaching similar heights, with insiders again selling shares in September 2005. (Id.) Finally, on November 21, 2005, with the stock at a price of $73.67 per share, Cooper decreased its guidance for the next two years, causing the stock to drop of $23 per share, losing nearly 30 percent of its value in one day. (Id.) The company again decreased its guidance a month later. (Id.) Throughout the Class Period, Cooper officers repeatedly assured shareholders and the public that the integration of Ocular was proceeding as planned and would lead Cooper to increased profitability.

Insiders at the company sold their shares largely at the peaks of Cooper’s stock performance. (Id.) The Individual Defendants in this ease and other nonparty insiders made more than $101 million off their stock sales. (Id.) Defendant A. Thomas Bender, who served as Cooper’s Chairman and Chief Executive Officer (“CEO”), sold 256,000 shares of stock over the Class Period and made $19.2 million. (ACC 1134.) His sales were not part of any pre-established stock trading plan and were disproportional to his activity in other comparable periods. (Id.) Defendant Robert S. Weiss—Cooper’s Executive Vice President and Chief Operating Officer—sold 84,000 shares of Cooper stock during the Class Period and made $5.96 million. (ACC K 38.) None of his sales were effected as a part of a pre-established trading plan. (Id.) Defendant Gregory A. Fryl-ing—Chief Operating Officer and President of the Cooper subsidiary CooperVision—sold 72,071 Cooper shares and made $5.4 million. (ACC IT 42.) His sales were not part of a pre-established trading plan. (Id.) The insiders’ average sales price per share was $71, near the peak of Cooper share value during the Class Period.

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Bluebook (online)
254 F.R.D. 628, 2009 WL 32568, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-cooper-companies-inc-securities-litigation-cacd-2009.