In re Tronox, Inc. Securities Litigation

262 F.R.D. 338, 2009 U.S. Dist. LEXIS 95349, 2009 WL 3294865
District Court, S.D. New York·Decided October 13, 2009·No. Nos. 09 Civ. 6220(SAS), 09 Civ. 6490(SAS), 09 Civ. 7116(SAS)·Published·Cited by 23 cases

Opinion

OPINION AND ORDER

SHIRA A. SCHEINDLIN, District Judge.

I. INTRODUCTION

In this federal securities class action suit brought on behalf of all purchasers of Tronox Incorporated (“Tronox”), three movants seek the consolidation of all related actions, to be appointed lead plaintiff, and to approve their respective selections of counsel. For the reasons discussed below, the related actions are consolidated, LaGrange Capital Partners, LP and LaGrange Capital Partners Offshore Fund, Ltd. (together, “LaGrange”) are appointed lead plaintiff, and their selection of the law firm of Gold Bennett Cera & Sidener LLP (“Gold Bennett”) as lead counsel and Cohen Milstein Sellers & Toll PLLC (“Cohen Milstein”) as liaison counsel for the Class is approved.

[341] II. BACKGROUND

A. Facts1

Tronox is a corporation engaged in producing and marketing titanium dioxide — a white pigment used in a wide range of products to impart whiteness, brightness and opacity.2 Tronox was spun-off from Kerr-McGee Corporation (“Kerr-McGee”) in a two-step transaction. On November 28, 2005, Kerr-McGee sold 17.5 million shares of Tronox Class A common stock in an initial public offering for fourteen dollars per share (the “IPO”) generating proceeds for Kerr-McGee of more than $225 million.3 After the IPO, Kerr-McGee continued to hold 56.7 percent of Tronox’s outstanding common stock.4 On March 31, 2006, Kerr-McGee distributed the remainder of the shares as Class B common stock to its shareholders as a dividend.5 Unbeknownst to investors, Kerr-McGee discarded substantial liabilities onto Tronox.6 On January 12, 2009, Tronox declared bankruptcy due to its inability to cover these liabilities.7

From the period of November 28, 2005 through January 12, 2009 (the “Class Period”), Tronox is alleged to have issued materially false and misleading public statements regarding the extent of Tro-nox’s environmental and tort liabilities and the sufficiency of its reserves for those liabilities.8 Beginning with the Registration Statement issued in connection with the IPO, Tronox represented, among other things, that it “‘reserved adequately for the reasonably estimable costs of known environmental contingencies’ ” and tort liabilities.9 For approximately the next two years, Tronox made similar statements regarding Tronox’s environmental and tort liabilities in investor presentations, press releases, and financial reports.10 None of these public statements disclosed that Tronox’s reserves for environmental liabilities were inadequate and failed to include reserves for identified, but undisclosed, sites requiring massive environmental remediation.11 Tronox also did not disclose that its financial statements and the methodology used to calculate its environmental liabilities reserve were not prepared in accordance with Generally Accepted Accounting Principles.12 Tronox similarly withheld that it faced extraordinary exposure regarding its environmental and tort liabilities, particularly for environmental contamination at certain wood treatment sites.13

On July 11, 2007, Tronox issued a press release that it had identified factors that would impact its second quarter 2007 earnings, which were to be announced on August I, 2007.14 One of these factors was the expected recording of “ ‘a pretax noncash environmental provision, net of expected insurance reimbursements, of approximately $2 million in the second quarter for costs associ[342] ated with an ongoing environmental assessment at its Henderson, Nev. site.’”15 In response to this announcement, Tronox stock price dropped 4.3 percent.16 As Tronox’s stock price continued to fall as August 1, 2007 approached, Standard & Poor’s Ratings Services (“S & P”) announced that it had placed Tronox’s corporate credit rating on CreditWatch, explaining that “Tronox’s recent announcement of a higher-than-expected environmental provision of $2 million ... reflect[s] the challenges Tronox faces in its efforts to improve credit quality over the intermediate term’ ” and that S & P “ ‘believe[ ]d that additional reserves are likely to meet future environmental requirements.’ ”17 Upon the release of its second quarter losses on August 1, 2007, Tronox noted that the losses were caused, in part, by the costs associated with the environmental assessment at the Henderson, Nevada site.18 After this release, Tronox’s stock dropped again, resulting in an 18.1 percent drop from Tro-nox’s stock price as of July 10, 2007.19

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

In re Tronox, Inc. Securities Litigation, 262 F.R.D. 338, 2009 U.S. Dist. LEXIS 95349, 2009 WL 3294865 (S.D.N.Y. 2009).

262 F.R.D. 338 (In re Tronox, Inc. Securities Litigation) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Related