In re Emulex Corp. Securities Litigation

210 F.R.D. 717, 2002 U.S. Dist. LEXIS 20819, 2002 WL 31296339
District Court, C.D. California·Decided September 30, 2002·No. No. CIV.01-0219-GLT·Published·Cited by 11 cases

Opinion

ORDER GRANTING PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION

TAYLOR, District Judge.

Plaintiffs’ Motion for Class Certification is GRANTED.

I. BACKGROUND

In December 2000 and January 2001, Em-ulex Corporation announced increased earnings for the quarter and the 2001 fiscal year. From mid-January until early February (“Class Period”), Emulex assured the market it was on target to meet its higher projections. Emulex’s stock price increased significantly when these statements were made.

Plaintiffs claim Emulex knew these statements were false because they were made after several Emulex customers delayed and canceled orders (push-outs), weakening Emu-lex’s business. Plaintiffs contend Defendants, who are officers and members of the Emulex Board of Directors, relied on inside information about the push-outs and sold significant percentages of their Emulex stock during the critical period. Emulex’s stock value plummeted after analysts reported the push-outs and suggested the push-outs began by early January. Plaintiffs contend Defendants breached their fiduciary duties to Em-ulex by participating in insider trading and making false statements about Emulex’s business and financial condition.

Plaintiffs bring fraud and insider trading claims against Defendants on behalf of all person who purchased Emulex stock during the Class Period. The Court appointed Richard Burke, Henry Sawyer, and Doris and Stuart Gulden as Lead Plaintiffs, who now move to certify the class.

II. DISCUSSION

In order for a class action to be certified, plaintiffs have the burden to establish all of the requirements of Federal Rule of Civil Procedure 23(a). Mantolete v. Bolger, 767 F.2d 1416, 1424 (9th Cir.1985). Rule 23(a) states four threshold requirements applicable to all class actions: (1) numerosity, (“the class is so numerous that joinder of all members is impracticable”); (2) commonality (“there are questions of law or fact common to the class”); (3) typicality (“the claims or defenses of the representative parties are typical of the claims or defenses of the class”); and (4) adequacy of representation (“the representative parties will fairly and adequately protect the interests of the class”). Fed.R.Civ.P. 23(a); See Amchem Products, Inc. v. Windsor, 521 U.S. 591, 613, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997).

In addition to satisfying Rule 23(a)’s prerequisites, plaintiffs must also show that the action is maintainable under Rule 23(b), which requires the action (l)avoids the risk of inconsistent judgments; (2) involves requests for relief applicable to the entire class; or ©involves common questions of fact or law which predominate over questions that affect individual class members. See Am-[719] chem Products, Inc., v. Windsor 521 U.S. 591, 614-615, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997).

A. Rule 23(a) Prerequisites

1. Numerosity

Plaintiffs seek to certify a class of all persons who purchased Emulex stock during the Class Period. Plaintiffs claim, and Defendants do not dispute, the Class would include hundreds or thousands of purchasers since approximately five million shares of Emulex stock were traded daily during the Class Period. Individual joinder of members of a class this size would be impracticable. See Fed.R.Civ.Pro. 23(a)(1); Zeidman v. Ray McDermott & Co., Inc., 651 F.2d 1030, 1038 (5th Cir.1981) (noting numerosity is generally presumed to exist in class action suits involving nationally traded securities). Plaintiffs have satisfied the numerosity requirement.

2. Commonality

Plaintiffs claim specific acts committed by Defendants during the Class Period violated federal securities law. Defendants’ alleged conduct and the legality of this conduct are “questions of law or fact common to the class.” Fed.R.Civ.Pro. 23(a)(2). Plaintiffs have satisfied the commonality requirement.

3. Typicality

The claims or defenses of the class representatives must be typical of the claims or defenses of other class members. Fed.R.Civ. Pro. 23(a)(3). Defendants do not dispute Plaintiffs’ claims arose from the same set of events and course of conduct that gave rise to the claims of other class members. Defendants argue Plaintiffs Burke and the Guldens cannot serve as class representatives because they purchased Emulex stock after the class period. Defendants argue these purchases subject them to a non-reliance defense that is not typical of the class.

Typicality may be lacking where the proposed class representative is subject to unique defenses that could not be asserted against other members of the class and threaten to become the focal point of the litigation. Hanon v. Dataproducts Corp., 976 F.2d 497, 508 (9th Cir.1992). Defendants cite cases where a plaintiffs purchase of defendant’s stock after learning of the alleged misrepresentation, by itself, precluded the plaintiff from acting as a class representative. See e.g., Berwecky v. Bear, Stearns & Co., 197 F.R.D. 65 (S.D.N.Y.2000); Epstein v. American Reserve Corp., 1988 WL 40500 (N.D.Ill.1988).

The Ninth Circuit has held, however, the defense of non-reliance is not a basis for denial of class certification unless facts giving rise to the defense makes the plaintiff atypical. See Hanon, 976 F.2d at 508-509 (finding the typicality requirement was not met because of plaintiffs “unique background and factual situation” as a professional plaintiff with a practice of buying minimal shares). See also Yamner v. Boich, 1994 WL 514035 (N.D.Cal.1994) (finding typicality in spite of plaintiff’s purchase of stock after learning of the fraudulent conduct); Rolex Employees Ret.Trust v. Mentor Graphics Corp., 136 F.R.D. 658, 664 (D.Or.1991) (finding the typicality requirement was not met because plaintiffs agent’s testimony that his decision to purchase was based on his personal belief the stock represented good value in the long run).

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In re Emulex Corp. Securities Litigation, 210 F.R.D. 717, 2002 U.S. Dist. LEXIS 20819, 2002 WL 31296339 (C.D. Cal. 2002).

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