In re Oppenheimer Rochester Funds Group Securities Litigation

318 F.R.D. 435, 2015 WL 6126800
CourtDistrict Court, D. Colorado
DecidedOctober 16, 2015
DocketMaster Docket No. 09-md-02063-JLK-KMT; MDL Docket No. 2063
StatusPublished

This text of 318 F.R.D. 435 (In re Oppenheimer Rochester Funds Group Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, D. Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Oppenheimer Rochester Funds Group Securities Litigation, 318 F.R.D. 435, 2015 WL 6126800 (D. Colo. 2015).

Opinion

[438]*438ORDER GRANTING LEAD PLAINTIFF’S MOTION FOR CLASS CERTIFICATION AND APPOINTMENT OF CLASS REPRESENTATIVE AND CLASS COUNSEL

Kane, SENIOR U.S. DISTRICT JUDGE

This multidistrict securities fraud class action is the last of seven such actions brought against OppenheimerFunds, Inc., by investors in various Oppenheimer Rochester-style municipal bond funds. Six of the seven consolidated class actions settled after omnibus motions to dismiss class actions claims were denied and have been dismissed with prejudice. The California Municipal Bond class action did not settle, and is before me now on remand from the Tenth Circuit Court of Appeals. The Court revei'sed my summary order allowing the California case to proceed as a class action under Fed. R. Civ. P. Rule 23(a) and (b), directing me to engage in a more “rigorous” analysis and to consider the impact, if any, of the Supreme Court’s decision in Omnicare on class certification. I have done so and REAFFIRM my order.

I. RELEVANT PROCEDURAL HISTORY.

The Oppenheimer Rochester-style municipal bond litigation at issue began as 35 separate securities fraud class actions filed in federal courts across the country, including the District of Colorado. The actions were transferred to Colorado by the Judicial Panel on Multidistrict Litigation, where they were assigned to me. The actions were grouped into seven consolidated class actions that would be managed in accordance with the procedures and pleading standards set forth in the Private Securities Litigation Reform Act of 1995 (the PSLRA). Ultimately, six of the seven consolidated actions were resolved [439]*439by stipulation on a class-wide basis. At the time of settlement, Lead Plaintiffs and Lead Counsel had been appointed in each of seven consolidated class actions, but Plaintiffs’ omnibus Motion for Class Certification and Appointment of Class Representatives (Doc. 379) was pending.

The Motion for Class Certification, filed in July 2012, was 87 pages long and included specific requests for certification of all seven class actions, including the California case. As part of the settlement Agreement, the Oppenheimer Defendants stipulated to formal Rule 23 certification of all six of the settling plaintiff classes. See Lead Plaintiffs’ Unopposed Motion for Preliminary Approval of Proposed Class Settlement and Approval of Notice Plan (Doc. 498) at pp. 43-58;1 Order Preliminarily Approving Settlements (Doc. 499) ¶¶ 3-4 (making findings and formally certifying six classes under Fed. R. Civ. P. 23(a) and (b) with Lead Plaintiffs as class representatives). During the ensuing formal class notification and settlement finalization process, proceedings in the California action were stayed.

This context is important, because when litigation in the remaining California action resumed in August 2014, formal certification of the California class did not appear to be contentious. Plaintiffs—despite the passage of time and legal rulings that had rendered much of their 2012 Motion for Class Certification moot—neither amended the motion nor moved to file a new one. Defendants— who had just stipulated to certification of the six companion cases in this MDL action— filed no updated or amended objection. Instead of painting the California case as somehow unique or different, the parties relied on snippets of two-year-old omnibus briefing and moved on—diving into depositions, written discovery, and the exchange of opening expert reports with only passing reference to the fact that formal certification of the remaining MDL class action was pending. See 9/18/14 Status Report (Doc. 532)(detailing discovery efforts since 7/31/14 settlement approval date and proposing discovery schedule moving forward).2 In this procedural context, a formal Scheduling Order was entered (Doc. 533) and discovery proceeded apace for nearly six months. (Doc. 538.)

In March 2015, after substantial discovery, Oppenheimer formally revived its objections to class certification and asked for an eviden-tiary hearing on several questions, including whether the misleading nature of the California Fund’s “capital preservation” investment objective was appropriate for class resolution because it required individualized proof and that therefore common questions of fact would not predominate. I denied the request, viewing it as a premature attempt to rehash—under a Rule 56 summary judgment standard—arguments regarding the sufficiency of Plaintiffs capital preservation claim. In a text-entry Order dated March 15, 2015, I rejected certain of Defendants’ 2012 objections to certification of the California class and declared others moot, and granted the Motion for Class Certification as it pertained to the California Municipal Fund class and Lead Plaintiff Joseph Stockwell. (Doc. 540.)

The Oppenheimer Defendants and the Independent Trustees immediately appealed, seeking review of the certification order under Rule 23(f). The Oppenheimer Defendants’ Petition (Doc. 543) was 1046 pages long with attachments, focusing extensively on facts learned in discovery and their incompatibility with a claim that Oppenheimer’s [440]*440“preservation of capital” investment objective was misleading. The Independent Trustees filed a separate Petition (Doc. 542) that included an additional 22 pages of argument. Both sought review on grounds that my summary order was a “paradigmatic example of a ‘death knell’ class certification order” (Doc. 542 at 7), “ruinous,” and one that “unfairly pressures Petitioners to settle for reasons wholly unrelated to the merits.” See id.

The characterization chafes for several reasons. First, it implies certification was a rubberstamp, granted early on in proceedings before any merits-related rulings. In fact, it was issued years into the litigation of seven related multidistrict class actions, after merits-based motions to dismiss and for partial summary judgment were considered and rejected,3 and after Oppenheimer had stipulated to Rule 23 certification in each of the other companion cases. Second, it casts certification as a “ruinous” and “unfair” cudgel to settle, when in fact, Oppenheimer had settled the other six other eases voluntarily, without any such pressure or cudgel. The statement is transparent hyperbole.

My suspicions regarding Defendants’ motivations were validated by the substance of their appeal, which focused little on Rule 23 factors and almost exclusively on the merits of one of Plaintiffs theories of relief, namely, that the Fund’s “preservation of capital” investment objective was materially false and misleading. Rather than challenging the amenability of Plaintiffs suit to resolution as a class action generally, Defendants parsed the claims, agreeing three of Plaintiffs four theories of relief could proceed on a class-wide basis while arguing the “capital preservation” theory of relief would have to be carved out. Defendants’ justification for this carve-out was merits-based—premised on diseovery in which California Fund Lead Plaintiff Joseph Stockwell admitted “knowing” the California Fund was not a “capital preservation” fund and so could neither claim to have been misled nor represent a class of individuals who had been.

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Bluebook (online)
318 F.R.D. 435, 2015 WL 6126800, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-oppenheimer-rochester-funds-group-securities-litigation-cod-2015.