In re UnitedHealth Group Inc. PSLRA Litigation

643 F. Supp. 2d 1094, 2009 U.S. Dist. LEXIS 70988, 2009 WL 2482029
CourtDistrict Court, D. Minnesota
DecidedAugust 11, 2009
DocketNo. 06-CV-1691 (JMR/FLN)
StatusPublished
Cited by1 cases

This text of 643 F. Supp. 2d 1094 (In re UnitedHealth Group Inc. PSLRA Litigation) is published on Counsel Stack Legal Research, covering District Court, D. Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re UnitedHealth Group Inc. PSLRA Litigation, 643 F. Supp. 2d 1094, 2009 U.S. Dist. LEXIS 70988, 2009 WL 2482029 (mnd 2009).

Opinion

ORDER

JAMES M. ROSENBAUM, District Judge.

Lead plaintiff, California Public Employees’ Retirement System (“CalPERS”), seeks final approval of a proposed class action settlement, as well as an order granting its attorneys’ fees. The Court heard oral argument on March 16, 2009.

The settlement is approved. Attorneys’ fees and expenses are awarded as provided herein.

I. Background

The Court need not restate the factual history underlying this case. The history is fully articulated in the Court’s Order preliminarily approving the settlement in the shareholder derivative action, see In re UnitedHealth Group Inc. Shareholder Derivative Litig., 591 F.Supp.2d 1023 (D.Minn.2008), and in multiple other locations.

This consolidated case arises from a series of securities class actions, the first of which was filed on May 5, 2006, by James C. Krause. A number of additional related cases were filed, including an action filed July 7, 2006, by CalPERS. CalPERS also sought appointment as lead plaintiff in the consolidated actions, and asked that its counsel, Lerach Coughlin Stoia Geller & Rudman, be named as lead counsel. [Docket No. 30.] Other plaintiffs made similar motions.

Congress has charged the Court, in the Private Securities Litigation Reform Act (“PSLRA”), see 15 U.S.C. § 78u-4(a)(3), with the duty of appointing lead plaintiff and lead counsel. The question was re[1097]*1097ferred to the Honorable Franklin L. Noel, United States Magistrate Judge. By Order dated August 11, 2006, Judge Noel consolidated the securities class action cases. He further directed contending potential lead counsel firms to disclose, by confidential letter to the Court,

any legal-ethical issues raised concerning each individual attorney, and that attorney’s law firm in the past ten years. If any such matter has been resolved or concluded, please advise the Court of the outcome or resolution. If the matter is still pending, advise of the status of the matter, or the court in which it may be lodged.

[Docket No. 79.] Lerach Coughlin responded by letter dated August 18, 2006, disclosing the federal indictment of Mil-berg Weiss Bershad & Schulman, along with its partners David Bershad and Steven Schulman. Lerach Coughlin also disclosed that named partner William Lerach and others in the firm had been associated with Milberg Weiss prior to Lerach Coughlin’s founding in 2004. The firm stated “Lerach Coughlin has never been the target or subject of this or any other grand jury investigation and the government has notified Mr. Lerach that it does not intend to take any action against him.” The firm later gave an update regarding an attorney not involved in the United-Health litigation.

On September 14, 2006, Judge Noel appointed CalPERS lead plaintiff and Lerach Coughlin lead counsel. [Docket No. 93.] This Court affirmed both appointments on October 31, 2006. [Docket No. 123.] On November 29, 2006, the Court enjoined defendant McGuire from exercising his UnitedHealth stock options. [Docket No. 148.]

Lerach Coughlin filed the consolidated class action complaint (the “Complaint”) on December 8, 2006, claiming UnitedHealth and certain current and former officers and directors, including former chairman and CEO William McGuire, former director William Spears, and former general counsel David Lubben, violated federal securities laws. [Docket No. 149.] The Complaint alleged violations of sections 10(b), 14(a), 20(a) and 20A of the Securities Exchange Act of 1934, as well as sections 11 and 15 of the Securities Act of 1933. Pursuant to the PSLRA, discovery in this matter was automatically stayed. 15 U.S.C. § 78u-4(b)(3). Discovery proceeded in parallel shareholder derivative actions. UnitedHealth’s special litigation committee (“SLC”) conducted its own investigation.

In February 2007, defendants United-Health, McGuire, and Spears moved to dismiss the Complaint. The motion was denied on June 4, 2007, 2007 WL 1621456 [Docket No. 202], at which time the Court allowed discovery in this action. In mid-2007, the parties were unsuccessful in reaching a settlement.

In July and August 2007, CalPERS and Lerach Coughlin negotiated a fee agreement. Under its terms, CalPERS agreed to compensate Lerach Coughlin on an escalating schedule. The firm was to receive 11% of any recovery up to $250 million; 12% of any portion exceeding $250 million; and 13% of any portion exceeding $750 million. (See Expert Report of Professor Charles Silver, at 9, 15 [Docket No. 814] (“Silver Report”)). The Court was not advised of the agreement’s existence, or its terms.

On July 18, 2007, CalPERS moved for partial summary judgment. The motion was denied. On August 24, 2007, the parties commenced fact discovery, a process eventually yielding some 27 million document pages, 68 depositions — including those of 10 experts — and 15 discovery motions.

[1098]*1098On September 15, 2007, one year after appointment as lead counsel, Lerach Coughlin advised the Court of a name change. It was now called Coughlin Stoia Geller Rudman & Robbins LLP (“Coughlin Stoia”). [Docket No. 260.] William Lerach retired from the firm. The following month, Mr. Lerach pleaded guilty to a federal charge of conspiracy to obstruct justice arising from his association with the Milberg Weiss firm.

Meanwhile, the class action litigation proceeded. In November 2007, plaintiffs moved to certify a class, defined as all persons, other than officers and principals of UnitedHealth, who acquired United-Health stock between January 20, 2005, and May 17, 2006; who acquired stock in the merger with PacifiCare on December 20, 2005; or who held stock during annual proxy solicitations from 2002 through 2006. [Docket No. 465.] The motion was eventually granted.

For a time, CalPERS sought to preseiwe assets that might be available to the class by litigating in the derivative action. In December 2007, the parties to the derivative litigation proposed to settle their case, and moved the Court to lift its injunction freezing certain of Dr. McGuire’s stock options. CalPERS moved to extend the injunction. CalPERS’ motion was granted. The Court also certified a question to the Minnesota Supreme Court, seeking clarification of Minnesota’s business judgment doctrine and the degree of deference afforded an SLC’s decision to settle a derivative case. [Docket Nos. 315, 316.]

McGuire appealed the continued injunction to the Eighth Circuit Court of Appeals. CalPERS was obliged to respond to McGuire’s appeal and, at this Court’s direction, briefed the certified question to the Minnesota Supreme Court. The Minnesota Supreme Court answered the certified question in August 2008. See In re UnitedHealth Group, Inc., Shareholder Derivative Litig., 754 N.W.2d 544 (Minn. 2008).

Meanwhile, the parties in the PSLRA action resumed settlement discussions in early 2008, assisted by former judges Layn Phillips and Daniel Weinstein, without success. Defendants moved for summary judgment, as the parties prepared for an October trial.

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Related

In Re Unitedhealth Group Incorporated Pslra Litig.
643 F. Supp. 2d 1094 (D. Minnesota, 2009)

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643 F. Supp. 2d 1094, 2009 U.S. Dist. LEXIS 70988, 2009 WL 2482029, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-unitedhealth-group-inc-pslra-litigation-mnd-2009.