In re Corel Corp.

206 F.R.D. 533, 2002 WL 922103
CourtDistrict Court, E.D. Pennsylvania
DecidedMay 3, 2002
DocketNo. 00-CV-1257
StatusPublished
Cited by6 cases

This text of 206 F.R.D. 533 (In re Corel Corp.) is published on Counsel Stack Legal Research, covering District Court, E.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Corel Corp., 206 F.R.D. 533, 2002 WL 922103 (E.D. Pa. 2002).

Opinion

EXPLANATION AND ORDER

ANITA B. BRODY, District Judge.

A putative class of investors brings this action against Corel Corporation (“Corel”) and its former Chief Executive Officer, Michael C.J. Cowpland (“Cowpland”). Plaintiffs allege that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act as well as SEC Rule 10b-5, by issuing false and misleading statements regarding Corel’s Fourth Quarter 1999 and First Quar[536]*536ter 2000 performance, and prospects for its recently-introduced Linux and other Windows products. According to plaintiffs, defendants made these misrepresentations in order to “hide Corel’s dramatically reduced sales revenues, and to convey the false message that sales of Corel’s Windows products remained strong ... [and] that Corel’s Linux market was much more mature and significant to Corel’s operations tha[n] it actually was.”

On March 8, 2000, plaintiffs Basilio and Spagnola filed the original complaint in this action, on behalf of themselves and all others who purchased Corel common stock between December 7, 1999 and December 21, 1999, the day before Corel released a pre-announcement of its Fourth Quarter 1999 loss. On May 12, 2000, class plaintiffs Spagnola, Perron, and Chavez moved for consolidation of all related cases and appointment as lead plaintiffs, as required under 15 U.S.C. § 78u-4(a). Spagnola and Perron made their last purchases of Corel stock on or before December 21, 2000. Chavez made additional purchases of Corel stock at several points during January 2000, and made his final' purchase on January 31, 2000.1 I granted the motion for consolidation and appointment of Spagnola, Perron, and Chavez as lead plaintiffs on July 3, 2000.

On August 14, 2000, lead plaintiffs filed a Consolidated and Amended Complaint, altering their complaint by alleging that defendants Corel and Cowpland engaged in a course of conduct, as opposed to a short-lived and focused attempt, to defraud the public concerning the financial condition of Corel and to artificially inflate the company’s stock prices for a period beyond December 21, 1999. This allegation altered the closing date of the class period specified in the original complaint. The amended complaint expands the class and defines it as “all persons who purchased Corel common stock on the NASDAQ national exchange at any time from December 7, 1999, through and including March 20, 2000,” expanding the class period for about three months from the date in the initial complaint and beyond the date of the filing of the original complaint.

On January 28, 2002 the parties appeared before me for oral argument on the class certification motion. At that time, the defendant indicated that it did not contest certification of a class as defined in the original complaint, including purchasers of stock between December 7, 1999 and December 21, 1999, but opposed the certification of any class extending beyond that date. Based on that representation, I granted plaintiffs’ motion for class certification, subject to my determination of the appropriate class period. Defendants oppose any class that closes after December 21, 1999, on the grounds that plaintiffs have not established the commonality and typicality requirements of Federal Rule of Civil Procedure 23(a) because the investors who purchased their stock after that date differ from plaintiffs purchasing during the originally requested class period.2 After considering the written and oral arguments of the parties and the applicable law, I find it appropriate to certify the class proposed by plaintiffs’ amended complaint, comprised of all persons who purchased Corel common stock on the NASDAQ national exchange at any time from December 7, 1999, through and including March 20, 2000.

I. Factual Background3

On June 21, 1999 Corel announced its results for the second quarter of 1999, which had ended May 31,1999. In a press release, the company touted them “return to profitability,” and several officials, including then CFO Michael O’Reilly and defendant Michael Cowpland, made public statements of their [537]*537continued confidence in the financial success of Corel. After the close of the third quarter, on August 31, 1999, Corel issued a similarly optimistic statement, claiming “strong results” for that quarter and included a statement from O’Reilly that the financial troubles of the company were over and indicated that the “outlook for Q4 remains positive.”

In November 1999,Corel became a “Linux” company and the stock price rose from between $6 and $8 per share to a price of $13.4375 on November 17, 1999.4 The fourth quarter ended on November 30,1999. Plaintiffs allege that at that point or shortly thereafter, Corel became aware that it suffered losses during that period. However, during the time between the end of the quarter and the announcement of those losses on December 22, 1999, representatives of the company persisted in making optimistic public statements about Corel’s soundness and success.

On December 7,1999, Corel announced the resignation of its executive vice president of sales and marketing, effective the end of that calendar year. The release made a point of indicating that although the company remained in a “quiet period” concerning fourth quarter earnings, the departure was unrelated to “any performance or financial issues.” Two days later, defendant Cowpland appeared on CNNFn’s Streetsweep program for two interviews. During the first interview, Cowpland attributed the recent jump in stock price to Corel’s “huge Linux story,” and in the second, he stated that although he could not provide details, based on shipped products in the fourth quarter, “the numbers will be pretty impressive,” and that the company was moving very much in a positive direction. That day, Corel stock closed at $39.25 per share.

In the wake of these statements, a series of newspaper articles appeared which continued to give strong indications of Corel’s fourth quarter success. On December 10, 1999, in an article in the Computer Dealer News, Cowpland appeared optimistic about his company’s prospects for growth and heralded its current successes. An article that appeared on December 12, 1999 in the Sunday Business Group, discussed the market’s “mania” over Linux companies and specifically cited the 772% growth in share price of Corel stock after announcing its Linux distribution. It also noted that Cowpland had sold some of his own shares “just a few weeks ago.” The next day, Cowpland appeared on CNBC and hinted that Corel anticipated a strong fourth quarter performance based on Linux sales growth and its core Windows business. This interview prompted an article in the Ottawa Citizen, noting that Corel’s share prices rose after Cowpland’s comments, at the same time the prices of other “Linux-inflated issues were falling.” On December 15, 1999, Corel announced the resignation of O’Reilly, their CFO. The release indicated that the departure came at a time when the company was in sound financial shape for both the present and future and expressly denied any connection between the resignation and the impending announcement of fourth quarter losses. Cowpland perpetuated this idea the following day when in a press release he noted that O’Reilly had “put us back on a profitable track.”

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Bluebook (online)
206 F.R.D. 533, 2002 WL 922103, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-corel-corp-paed-2002.