In re Credit Suisse First Boston Corp.

250 F.R.D. 137, 2008 U.S. Dist. LEXIS 14198, 2008 WL 512779
CourtDistrict Court, S.D. New York
DecidedFebruary 26, 2008
DocketNo. 03 Civ. 2467(LAP)
StatusPublished
Cited by7 cases

This text of 250 F.R.D. 137 (In re Credit Suisse First Boston Corp.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York 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 First Boston Corp., 250 F.R.D. 137, 2008 U.S. Dist. LEXIS 14198, 2008 WL 512779 (S.D.N.Y. 2008).

Opinion

MEMORANDUM OPINION & ORDER

LORETTA A. PRESKA, District Judge.

Lead Plaintiff, Jerry Powers (“Plaintiff’), brings this class action under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b) and 78t(a), and Rule 10b-5 promulgated thereunder by the Securities Exchange Commission, 17 C.F.R. § 240.10b-5, seeking recovery for losses sustained by shareholders during the period from August 30, 2000 through September 11, 2002 (the “Class Period”). Plaintiff alleges that Defendant Credit Suisse First Boston Corp. (“CSFB”) through its predecessor, Donaldson Luftkin & Jenrette (“DLJ”), and CSFB’s and DLJ’s analyst, Defendant Kevin A. McCarthy (the “analyst” or “Mr. McCarthy”), issued false and misleading analyst reports recommending that the investing public “buy” Lantronix, Inc. (“Lantronix” or the “company”) common stock when Defendants’ true contradictory opinion was concealed from the investing public. See Consolidated Amended Class Action Complaint (hereinafter “Compl.”) If 2.

I. Procedural History of the Motion

This case was transferred to this Court by the Honorable John E. Sprizzo. By Order entered November 2, 2006, Judge Sprizzo certified the action to proceed as a class action and certified Plaintiff as the class representative. See Order, dated Nov. 2, 2006 [138]*138[dkt. no. 03 Civ. 2467]. On December 15, 2006,1 Defendants filed a Motion for Reconsideration in light of the Court of Appeals’ decision in Miles v. Merrill Lynch & Co. (In re Initial Pub. Offering Sec. Litig.), 471 F.3d 24 (2d Cir.2006). Judge Sprizzo heard oral argument on this Motion and set a hearing to determine (1) whether analyst reports can have a sufficient effect on the market so as to invoke the fraud-on-the-market presumption from Basic v. Levinson, 485 U.S. 224, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988), and (2) whether the analyst report in this case did in fact have an effect on the market so as to justify application of this presumption. This Court presided over the hearing at which the live testimony of three witnesses was presented in addition to various affidavits. For the reasons set forth herein, Defendants’ Motion for Reconsideration and to decertify the class is granted.

II. Background

Lantronix designs, develops, and markets products that enable electronic devices to be controlled, configured, or reprogrammed over the Internet and/or intranets. See Compl. H17. DLJ served as a managing underwriter of Lantronix’s initial public offering. See id. H18. Lantronix went public on August 4, 2000 at $10 per share. See id. Based on analyst reports by Mr. McCarthy, Defendants issued three “buy” ratings for Lantronix stock on August 30, 2000, the first day of the Class Period; September 7, 2000; and September 21, 2000. See id. 111119-21. Each included a 12-month target price of $17 per share. See id. Plaintiff alleges that Mr. McCarthy’s reports regarding Lantronix were false and misleading because they were written not based on the company’s merit but rather to please Lantronix and the investment bankers at DLJ. See id. II23. Specifically, Plaintiff alleges that Mr. McCarthy issued these reports in satisfaction of a promise made to the company in exchange for IPO underwriting business. See id. 1127. Plaintiff further alleges that Mr. McCarthy made these positive recommendations despite internal memoranda noting that the company did not warrant such a recommendation. See id. Iff 23-29. In fact, in a November 8, 2000 e-mail, Mr. McCarthy wrote that he “put [his] reputation on [the] line to sell this piece of crap calling favors from very important clients,” that he “promised the company a report and we published one,” and that “[t]his deal was an embarrassment to [him] and the firm and [he] wasted a lot of bullets to get it done.” See id. 1126. On November 3, 2000, CSFB acquired DLJ. See id. 119.

In May 2002, Lantronix announced that it had terminated its Chief Financial Officer and that it would be restating its financials for 2001 and 2002. See Corrected Affidavit of René M. Stulz, dated Feb. 12, 2007 (“Stulz Aff.”), 111149-50. Two months later, it announced that the SEC had begun a formal investigation into the events leading to the restatement. See id. 1150.

On September 5, 2002 — some two years after Mr. McCarthy’s ratings were issued— Lantronix issued an earnings report pre-an-nouncement, which stated that it expected net losses for the fourth quarter between $60 million and $75 million and net fourth quarter revenue between $11.5 million and $12.5 million. See Affidavit of Avi Gesser in Support of Defendants’ Motion for Reconsideration, dated Feb. 8, 2007 (“Gesser Aff.”), Ex. B. The closing price for Lantronix stock that day was $0.78; the stock dropped $0.10 the following day to a closing price on September 6, 2002 of $0.68. See id., Ex. A.

On September 12, 2002, Lantronix announced that actual losses for the fourth quarter were $72.5 million and that fourth quarter revenue was $11.5 million. See Affidavit of Catherine Lifeso in Support of Defendants’ Opposition to Plaintiffs Motion for Class Certification, dated May 8, 2006 (“Life-so Aff.”), Ex. G; Stulz Aff. U 33. In addition to these figures, Lantronix announced that there would be restructuring charges and a 22% reduction in headcount; that more cash flow losses were anticipated; and that there would be no revenue growth during the next two quarters. See Stulz Aff. 1133; Lifeso Aff., Ex. H.

[139]*139Also on September 12, 2002, the last day of the Class Period, The New York Times published an article which Plaintiff characterizes as revealing that in 2000 Mr. McCarthy “advised investors to buy shares of a company that he acknowledged in an e-mail message were unworthy of purchase,” that he was “stonewalled” from doing in-depth analysis of financial statements, and that investment bankers pressured him to write positively about the stock “even though the initial public offering had fallen flat.” See Compl. 1180. On that day, Lantronix stock dropped from $0.70 to $ 0.58 per share. See id. 1181. The following day, it dropped further to $0.50, a two-day drop of 28%. See id.

III. Discussion

A. Standard of Review

The Court of Appeals recently clarified the standards governing a district judge in adjudicating a motion for class certification in Miles v. Merrill Lynch, 471 F.3d 24 (2d Cir.2006). It concluded that

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250 F.R.D. 137, 2008 U.S. Dist. LEXIS 14198, 2008 WL 512779, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-credit-suisse-first-boston-corp-nysd-2008.