In re IGI Securities Litigation

122 F.R.D. 451, 1988 U.S. Dist. LEXIS 19556, 1988 WL 111040
CourtDistrict Court, D. New Jersey
DecidedJuly 21, 1988
DocketCiv. A. No. 87-3635(SSB)
StatusPublished
Cited by12 cases

This text of 122 F.R.D. 451 (In re IGI Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, D. New Jersey primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re IGI Securities Litigation, 122 F.R.D. 451, 1988 U.S. Dist. LEXIS 19556, 1988 WL 111040 (D.N.J. 1988).

Opinion

ORDER

BROTMAN, District Judge.

This matter having come before the court on a motion by plaintiffs to certify this as a class action, to certify the plaintiffs as class representatives, to establish the class period, and to certify pendent state claims; and the court having considered the moving papers, opposition, oral arguments and relevant authority; and for good cause shown; and

The court having considered the Report and Recommendation of Joel B. Rosen, United States Magistrate, filed June 30, 1988, and any objection thereto, and having reviewed the record in this case, and finding that the Report and Recommendation should be adopted as the findings of this court and that the relief recommended therein should be granted;

IT IS on this 20th day of July, 1988, hereby

ORDERED that the motion shall be GRANTED in part and DENIED in part, for the reasons set forth in the Magistrate’s Report and Recommendation entered on June 30, 1988; and it is

FURTHER ORDERED that the parties shall submit to the court for approval on September 8, 1988 a proposed form of notice to be sent to the members of the plaintiff class.

LETTER REPORT AND RECOMMENDATION

June 30, 1988

JOEL B. ROSEN, United States Magistrate.

Presently before the court is a motion by plaintiffs Jerry Aronberg, Gary Schlosser and Scott Goodman for an order certifying this matter as a class action pursuant to Rule 23, Fed.R.Civ.P., establishing the class period, and certifying pendent state claims. This motion is being determined on a report and recommendation basis pursuant to 28 U.S.C. § 636(b)(1)(B) because of the potentially dispositive nature of the plaintiffs’ request. For the reasons which follow, I respectfully recommend that [454]*454plaintiffs’ motion be granted in part and denied in part.

The named plaintiffs purchased common stock of IGI, Inc. (hereinafter “IGI”) during the proposed Class Period of August 10, 1987 through September 11, 1987. They allege that they purchased their shares in reliance on a series of fraudulent and misleading statements released to the press by the defendants, officers of IGI, which artificially inflated the market price of the company’s stock through the Class Period.

Plaintiffs based their claims on a fraud-on-the-market theory, asserting that they and as many as thousands of other IGI investors suffered substantial damages as the result of defendants’ conduct. They allege violations of sections 10(b) and 20(a), Securities Exchange Act of 1934; Rule 10b-5, Securities Exchange Commission Rules; and the common law of negligent misrepresentation.

The plaintiffs assert that they have satisfied, as they must, the four requirements of Rule 23(a), Fed.R.Civ.P. They further assert that this action is maintainable as a class action pursuant to Rule 23(b)(3) of the Federal Rules. Defendants do not dispute plaintiffs’ 23(a)(1) and (2) claims (numerosity and commonality), but they vigorously oppose plaintiffs’ 23(a)(3) and (4) claims (respectively, typicality and adequacy of representation) and their 23(b)(3) claim (common questions predominate and a class action is the superior method of adjudication). HISTORY OF THE CASE

IGI, a New Jersey company which manufactures and markets animal health care products for use in biomedicine, entered the human pharmaceutical market in early 1987 with the announcement that a majority-owned subsidiary had developed a technology for encapsulating human pharmaceuticals. This technology employed liposomes, microscopic particles which “[t]he medical and pharmaceutical industries believe ... may be designed to gradually release drugs directly into the blood stream in a more sustained and efficient manner and with fewer complications than through ... conventional drug delivery systems.” Plaintiffs’ Memorandum of Law, p. 3.

The gravamen of plaintiffs’ complaint is that between August 10, 1987 and September 11, 1987 the defendants, primarily through Edward B. Hager, the company’s president, released a series of announcements to the press which deliberately and fraudulently overstated the status of the liposome development and IGI’s plans to market the technology.1 As a result of these releases, plaintiffs contend, the price of IGI stock rose dramatically during the proposed Class Period from approximately $4.00 per share on August 10 to $32.00 per share on September 11, 1987. On the latter date, plaintiffs further assert, the stock price suddenly plummeted to $17.50 per share when news reached the marketplace that the status of IGI’s liposome development was less certain than had been announced publicly in the August 10-Septem-ber 11 releases and that optimism about the technology might be unjustified.

Specifically, there were five releases during the proposed class period which plaintiffs allege fraudulently misled the investing public and deceived the market.2 First, on August 10, 1987, the defendants announced that IGI and Coopers Animal Health, Ltd., a British company, had agreed to develop liposome capsules for certain pharmaceuticals. Second, on August 12, 1987, IGI announced a similar agreement with Rorer Group, Inc., another major drug company. Third, on September 3, 1987, defendants publicized a product development and licensing agreement with Berlex Labs, Inc., a subsidiary of a major German company. In the fourth allegedly misleading statement, made on an unspecified date shortly after the Berlex announcement, defendant John P. Gallo, an IGI official, publicly expressed considera[455]*455ble optimism about the liposome technology. Finally, on or about September 9, 1987, defendants announced an agreement with Pfizer, Inc. for liposome technology development. As a result of these announcements, it is alleged, the plaintiffs and thousands of other investors were misled into unwarranted confidence in IGI’s future productivity and earnings. They further allege that following the September 11, 1987 news which “cured” the misrepresentations made by the defendants, the precipitous decline in the price of IGI stock caused plaintiffs to suffer considerable financial losses.

THE NAMED PLAINTIFFS

Jerry Aronberg, a businessman from Maple Shade, New Jersey, purchased his IGI stock upon recommendation of his broker at E.F. Hutton. Plaintiffs say that the broker’s review of the press releases and his awareness of the rise in IGI’s stock price led him to believe that IGI was a good investment Mr. Aronberg bought 1500 shares on September 10, 1987.

Gary Schlosser, a banker from Yoorhees, New Jersey, dealt with the same broker who advised Mr. Aronberg and, on the same recommendation, he purchased 150 shares on September 11, 1987.

Scott Goodman, an insurance broker from Lawrence, New York, also relied on a broker’s recommendation to buy the IGI stock. On September 8, 1987, he bought 10,000 shares, 5,000 for his own investment and 5,000 for the Defined Benefit Plan of Builders, Contractors, Developers Ltd.

DISCUSSION OF LAW

I. Rule 23(a)

Plaintiffs must, in order to conduct their suit as a class action, satisfy the four requirements of Rule 23(a), Fed.R.Civ.P., which provides for certification where

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Bluebook (online)
122 F.R.D. 451, 1988 U.S. Dist. LEXIS 19556, 1988 WL 111040, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-igi-securities-litigation-njd-1988.