In re Credit Suisse-AOL Securities Litigation

253 F.R.D. 17, 2008 U.S. Dist. LEXIS 75344, 2008 WL 4368935
CourtDistrict Court, D. Massachusetts
DecidedSeptember 26, 2008
DocketCivil Action No. 02cv12146-NG
StatusPublished
Cited by42 cases

This text of 253 F.R.D. 17 (In re Credit Suisse-AOL Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, D. Massachusetts primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Credit Suisse-AOL Securities Litigation, 253 F.R.D. 17, 2008 U.S. Dist. LEXIS 75344, 2008 WL 4368935 (D. Mass. 2008).

Opinion

MEMORANDUM AND ORDER RE: CLASS CERTIFICATION

NANCY GERTNER, District Judge,

TABLE OF CONTENTS

I. INTRODUCTION..........................................................19

II. FACTS....................................................................19

III. DISCUSSION..............................................................20

A. Standard...............................................................20

B. Rule 23(a)..............................................................22

1. Numerosity.........................................................22

2. Commonality.......................................................22

3. Typicality and Adequacy.............................................22

C. Rule 23(b)..............................................................25

1. Affiliated Ute.......................................................25

2. Basic ..............................................................27

a. Market Efficiency ...............................................27

b. The Application of Basic to Analyst Cases..........................27

3. Superiority.........................................................31

IV. CONCLUSION..................... ......................................31

I. INTRODUCTION

The court-appointed lead plaintiff, the Bricklayers and Trowel Trades International Pension Fund (“plaintiff’ or “Fund”), brought this putative class action private securities fraud suit on behalf of purchasers of shares of AOL Time Warner, Inc. (“AOL”) between January 12, 2001, and July 24, 2002 (the “class period”). The suit is against Credit Suisse First Boston (USA), Inc. (“CSFB-USA”), an integrated investment bank, and Credit Suisse First Boston, LLC, a wholly-owned subsidiary (“CSFB” or “Credit Suisse”), as well as four individuals employed at Credit Suisse (collectively “defendants”) for allegedly issuing misleading public analyst reports touting AOL stock. The Second Amended Consolidated Class Action Complaint (document # 92) asserts two counts: Count I alleges that Credit Suisse and individual defendants James Kiggen and Laura Martin made material misstatements and omissions in violation of section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), and Rule 10b-5(b) promulgated thereunder, 17 C.F.R. § 240.10b-5; Count II alleges that CSFBUSA, Credit Suisse, and individual defendants Frank Quattrone and Elliot Rogers acted as “control persons” in violation of section 20(a)of the Exchange Act, 15 U.S.C. § 78t (a). Plaintiff has moved for class certification and for appointment of the Fund as class representative. For the reasons that follow, Lead Plaintiffs Motion for Class Certification (document # 144) is GRANTED.

II. FACTS

The allegations in this case were already described in detail in the Court’s decision of December 7, 2006, In re Credit Suisse-AOL Sec. Litig., 465 F.Supp.2d 34 (D.Mass.2006) (hereinafter “Credit Suisse I”). On January 11, 2001, in one of the largest mergers in corporate history, America Online, Inc. and Time Warner, Inc. became a single corporate entity, AOL Time Warner, Inc. (“AOL”), bringing under one roof “old” and “new” media. AOL common stock began trading on the New York Stock Exchange the next day.

Credit Suisse’s investment analysts covered AOL from its inception and issued its first research report on January 12, 2001, which announced the merger and contained a “buy” rating. Individual defendants James [20]*20Kiggen and Laura Martin authored the report, along with two other analysts at Credit Suisse. Between January 2001 and January 2002, Credit Suisse issued a total of thirty-five public analyst reports.

At root, plaintiff claims that defendants
issued thirty-five research reports in which they promoted AOL and encouraged investors to purchase its stock without revealing their knowledge of adverse information about AOL or their true beliefs about the company’s precarious financial condition, beliefs and information which they intentionally withheld from the investing public. In fact, Plaintiff asserts that instead of providing unbiased, independent research on AOL to investors, as they were supposed to do, the Defendants were motivated to issue reports containing false and misleading information by their eagerness to win AOL’s lucrative investment banking work.1
As a result of the dishonest and misleading reports filed by [Credit Suisse], AOL’s stock price was inflated at the beginning of the class period and then proceeded to lose value as negative financial information finally reached the market from other sources and undermined [Credit Suisse’s] projections. At the end of the class period, revelations in the Washington Post about alleged accounting gimmickry and the disclosure of an SEC investigation of these accounting practices resulted in a second decline in the value of AOL’s stock.

Id. at 37.

Plaintiff filed its original complaint on November 1, 2002. In June 2003 the Court consolidated a number of cases under a single docket number, appointed the Fund as lead plaintiff, and approved the Fund’s choice of counsel. Plaintiff filed a Second Consolidated Amended Class Action Complaint in December 2005 and defendants filed motions to dismiss shortly thereafter. The Court denied the motions to dismiss in December 2006.

III. DISCUSSION

A. Standard

The Fund now seeks certification of the following class pursuant to Fed.R.Civ.P. 23(a) and (b)(3):2

All persons who purchased shares of AOL common stock from January 12, 2001, through July 24, 2002, inclusive, and who were damaged thereby. Excluded from the class are defendants, including CSFBUSA, including any director, officer, subsidiary, or affiliate of CSFB or CSFBUSA; AOL and officers and directors of AOL; any entity in which any excluded person has a controlling interest; and them legal representative, heirs, successors, and assigns.

Pl.’s Mem. 1 (document # 145). Rule 23(a) requires a plaintiff seeking class certification to show that 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. These requirements are commonly referred to as “numerosity,” “commonality,” “typicality,” and “adequacy.”

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253 F.R.D. 17, 2008 U.S. Dist. LEXIS 75344, 2008 WL 4368935, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-credit-suisse-aol-securities-litigation-mad-2008.