In re Sequans Commc'ns S.A. Sec. Litig.

289 F. Supp. 3d 416
CourtDistrict Court, E.D. New York
DecidedFebruary 6, 2018
Docket17–CV–4665–FB–SJB
StatusPublished
Cited by18 cases

This text of 289 F. Supp. 3d 416 (In re Sequans Commc'ns S.A. Sec. Litig.) is published on Counsel Stack Legal Research, covering District Court, E.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 Sequans Commc'ns S.A. Sec. Litig., 289 F. Supp. 3d 416 (E.D.N.Y. 2018).

Opinion

BULSARA, United States Magistrate Judge:

This is a putative consolidated class action brought on behalf of investors who purchased publicly traded securities of Sequans Communications S.A. ("Sequans") from April 29, 2016 through July 31, 2017. Plaintiffs Andrew Renner ("Renner") and Kevin Shillito ("Shillito") have brought claims pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 ("the Exchange Act") and Rule 10b-5 against Sequans and Georges Karam ("Karam"), Sequans's Chief Executive Officer, President, and Chairman of its Board of Directors; and Deborah Choate ("Choate"), Sequans's Chief Financial Officer. (Dkt. No. 1, Renner Compl. ¶¶ 1, 7-10).1 The two separate actions brought by Renner and Shillito were consolidated on September 29, 2017. Sequans develops 4G semiconductor solutions for wireless broadband applications and is traded on the New York Stock Exchange under the ticker symbol "SQNS."

Pending before the Court are the competing motions for appointment as Lead Plaintiffs.2 For the reasons stated below, the motion of Kulwant Johal and Matthew McGee (together "Johal and McGee") for appointment as Lead Plaintiffs, and for Pomerantz LLP and The Rosen Law Firm P.A. (together "Pomerantz and Rosen") for appointment as Co-Lead Class Counsel for the class, is granted. The motion of Jerry L. Searing ("Searing") to be appointed Lead Plaintiff, and for Glancy Prongay & Murray LLP ("GPM") to be appointed Lead Class Counsel for the class is denied. The motion of The Boca Raton Police and Firefighters' Retirement System ("Retirement System") to be appointed Lead Plaintiff, and for Berman Tabacco ("Berman") to be appointed Lead Class Counsel, is denied.

Background

Renner filed his Complaint on August 9, 2017. One day later, Shillito filed a virtually identical complaint. (2:17-CV-4707, Dkt. No. 1). The Honorable Frederic Block consolidated *419both actions on September 29, 2017. (Dkt. No. 8).

The Renner Complaint alleges that on April 29, 2016, Sequans filed a Form 20-F for the fiscal year ending December 31, 2015 with the United States Securities and Exchange Commission ("SEC"), containing false financial results for the company. (Renner Compl. ¶ 15). The 20-F was signed by Karam, and contained certifications from both Karam and Choate, as required by the Sarbanes-Oxley Act of 2002 ("SOX") attesting to the accuracy of, among other things, the company's financial reporting, internal controls, and revenue recognition. (Id. ¶¶ 15-16). Another Form 20-F was filed by the company with the SEC on March 31, 2017 for the fiscal year ending December 31, 2016. (Id. ¶ 17). That Form 20-F also contained SOX certifications from Karam and Choate attesting to the accuracy of various statements contained therein, including about the company's revenue recognition. (Id. ¶¶ 17-18). Renner alleges that various statements in the Forms were materially false and misleading because, among other things, they failed to disclose that the company was improperly recognizing revenue. (Id. ¶¶ 19-23).

The Shillito Complaint contains nearly identical allegations. Filed against the same Defendants-Sequans, Karam, and Choate-it also alleges that on April 29, 2016, Sequans filed an annual Form 20-F for the fiscal year ending December 31, 2015, containing false financial results. (Shillito Compl. ¶ 22). Form 20-F was signed by Karam, and included necessary SOX certifications. (Id. ). Sequans filed a second 20-F on March 31, 2017, for the operating results of fiscal year ending December 31, 2016. (Id. ¶ 24). The second 20-F was again signed by Karam, and included SOX certifications attesting to the accuracy of the statements provided. (Id. ). The Shillito Complaint alleges that Sequans's statements in its 20-F submissions were materially false and misleading because "the Company was improperly recognizing revenue." (Id. ¶ 26).

The Renner Complaint contains two causes of action: (1) alleging a violation of Section 10(b) of the Exchange Act and Rule 10b-5, (Renner Compl. ¶¶ 34-43); and (2) alleging a violation of Section 20(a) of the Exchange Act, (id. ¶¶ 44-49). The Shillito Complaint contains the same two causes of action, alleging a violation of Section 10(b) of the Exchange Act and Rule 10b-5, (Shillito Compl. ¶¶ 41-50); and (2) alleging a violation of Section 20(a) of the Exchange Act, (id. ¶¶ 51-56). Both Complaints contain the same class periods of April 29, 2016 to July 31, 2017. (Renner Compl. ¶ 1; Shillito Compl. ¶ 1).

On October 10, 2017, three motions, each of which asked the Court to appoint the movant(s) as Lead Plaintiff, and designate lead counsel, were filed. The three Movants are: (1) Johal and McGee, (see Dkt. Nos. 9-11, 23-24, 32); (2) Searing, (see Dkt. Nos. 12-14); and (3) Retirement System, (see Dkt. Nos. 15-17, 19-21, 25, 34). After the motions were filed, Searing filed a "Notice of Non-Opposition" in which he indicated that he does not oppose the appointment of Johal and McGee as Lead Plaintiffs or to their choice of counsel. (Dkt. No. 18 at 1).

The Honorable Frederic Block asked this Court to decide the motions. (See Nov. 29, 2017 Minute Order).

Discussion

The Private Securities Litigation Reform Act ("PSLRA") requires that a plaintiff who files a complaint publish, in a widely circulated business oriented publication or wire service, a notice advising members of the purported class of "the pendency of the action, the claims asserted therein, and the purported class period"; and permits "not later than 60 days after *420the date on which the notice is published, any member of the purported class may move the court to serve as lead plaintiff[.]" 15 U.S.C. § 78u-4(a)(3)(A).

On August 9, 2017, counsel for Renner, from the Rosen Firm, caused a notice about the pendency of the action to be published in Business Wire . (See Declaration of Jeremy A. Lieberman dated October 17, 2017, Ex. A ("Lieberman Decl.") ). Business Wire "is a suitable vehicle for meeting the statutory requirement that notice be published." Pirelli Armstrong Tire Corp. Retiree Med. Benefits Tr. v. LaBranche & Co. , 229 F.R.D. 395, 403 (S.D.N.Y. 2004). None of the moving parties have challenged the adequacy of the notice.

The 60-day period in which any member of the proposed class may apply for lead plaintiff status elapsed on October 10, 2017,3 and each of the motions were timely. 15 U.S.C. § 78u-4(a)(3)(A)(i)(II).

I. Lead Plaintiff

The PSLRA requires the Court to appoint as "lead plaintiff" the member of the class that the Court determines to be "most adequate plaintiff," i.e. the member the court determines to be "most capable of adequately representing the interests of class members." 15 U.S.C. § 78u-4(a)(3)(B)(i).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
289 F. Supp. 3d 416, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-sequans-commcns-sa-sec-litig-nyed-2018.