In re WorldCom, Inc. Securities Litigation

237 F.R.D. 541, 2006 U.S. Dist. LEXIS 65631, 2006 WL 2642159
CourtDistrict Court, S.D. New York
DecidedSeptember 15, 2006
DocketNo. 02 Civ. 3288(DLC)
StatusPublished

This text of 237 F.R.D. 541 (In re WorldCom, Inc. Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, S.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 WorldCom, Inc. Securities Litigation, 237 F.R.D. 541, 2006 U.S. Dist. LEXIS 65631, 2006 WL 2642159 (S.D.N.Y. 2006).

Opinion

OPINION AND ORDER

COTE, District Judge.

GSC Partners (“GSC”), seeks court approval of its effort to revoke its prior request for exclusion from the class action brought against defendants related to WorldCom Inc. (“WorldCom”). Its application is denied as untimely.

Background

The framework in which this application is brought is as follows. On June 25, 2002, WorldCom announced a massive restatement of its financials. Class actions had preceded and followed this announcement. They were [542]*542Consolidated on August 15, 2002, and a consolidated class action complaint was filed on October 11, 2002. The defendants’ motions to dismiss were largely denied on May 19, 2003, and a class was certified on October 24, 2003. In re WorldCom, Inc. Sec. Litig., 219 F.R.D. 267, 307 (S.D.N.Y.2003). The notice of the class action was mailed to the class in December. It set an opt-out deadline of February 20, 2004. GSC opted out on February 19, 2004.

Meanwhile, many individuals and entities filed individual actions (“Individual Actions”). Those filed in state court were removed by defendants and transferred to this Court by the Judicial Panel on Multi-District Litigation. In early February 2004, the Court of Appeals for the Second Circuit suspended the close of the opt-out period pending a ruling on an appeal filed by Individual Actions seeking a remand to state court. See In re WorldCom, Inc. Sec. Litig., 02 Civ. 3288(DLC), 2004 WL 2591402, *5 (Nov. 12, 2004).

On May 10, 2004, on the eve of oral argument before the Second Circuit of a separate appeal- — -the appeal from the decision certifying the class action — the Citigroup defendants 1 settled with the class for $2.65 billion, subject to reduction based on the level of opt outs from the class. Following the Second Circuit’s affirmance of this Court’s Opinion on the remand issues, the opt-out deadline from the class action was reset for September 1, 2004. An early August notice advised class members of the Citigroup defendants’ settlement and allowed those who had previously opted out the opportunity to revoke their request for exclusion and to rejoin the class so long as they did so by September 1, 2004. See id. at *5, *8. GSC did not rejoin the class.

On September 15, the Lead Plaintiff for the class action was given permission to inquire of class members who had filed claim forms as well as requests to opt out whether or not they wished to remain in the class. Since GSC had not filed a claim, no inquiry was made regarding GSC’s request to opt out.

The Lead Plaintiff and the Citigroup defendants reached agreement on October 22 regarding the amount by which the $2.65 billion settlement agreement would be reduced. Based on the evaluation of the securities held by those who had opted out of the class, they agreed that the Citigroup defendants would pay $75 million less. On November 12, 2004, the Court approved a payment of $2.575 billion by the Citigroup defendants to settle the class action. In re WorldCom, Inc. Sec. Litig., 2004 WL 2591402, *1.

In an Opinion of December 15, 2004, the motions for summary judgment filed by the Underwriter defendants in the class action were largely denied. See In re WorldCom, Inc. Sec. Litig., 346 F.Supp.2d 628 (S.D.N.Y.2004). Between March 2 and March 16, 2005, the Underwriter defendants settled with the class for an aggregate amount of over $2 billion. The settlement was pegged to amounts the Citigroup defendants had paid to settle class claims. In re WorldCom, Inc. Sec. Litig., 02 Civ. 3288(DLC), 2005 WL 2319118, *5-6 (S.D.N.Y. Sept. 21, 2005). As of that time, the class action trial was scheduled to begin March 23.

On January 18 and March 21, 2005, motions for summary judgment by WorldCom’s auditor Arthur Andersen and one of its directors were denied. By March 21, the WorldCom Director defendants had settled with the class for $60.75 million. See In re WorldCom, Inc. Sec. Litig., 388 F.Supp.2d 319, 329 (S.D.N.Y.2005). With these settlements, Andersen was the only remaining defendant in the class action. Andersen had essentially gone out of business in 2002, and had limited assets to settle or pay judgments in the many actions that had been filed against it. It settled with the class in the fifth week of trial in April 2005, agreeing to pay essentially $65 million. Id. at 332.

On March 25, 2005, within days of the class settlement with the Director defendants, GSC filed six proof of claim forms and a [543]*543letter advising the Administrator for the settlement that it was revoking its February 19, 2004 request to be excluded from the class. The letter from GSC’s counsel added,

We and GSC Partners recognize that these Proofs of Claim, and this revocation, have been submitted beyond the dates set forth in the respective class notices. However, because GSC Partners collectively holds a significant amount of bonds (as demonstrated by the Proofs of Claim), it is in the best interests of all parties to this litigation to resolve all issues through the class action settlement. Our request is consistent with the Court’s order dated March 9, 2005 that, inter alia, deemed effective certain late-filed revocations of earlier requests for exclusion from the class. See In re WorldCom, Inc. Securities Litigation, 2005 WL 550470 (S.D.N.Y.2005). We therefore respectfully request that GSC Partners’ revocation, and the respective Proofs of Claim, be accepted at this time.

When the administrator processed these forms approximately eight months later it determined that the “Recognized Amounts” of the claims were about $30 million if deficiencies in the claims were cured.

The March 9, 2005 Order to which GSC referred in its letter to the Administrator was entered in connection with the settlement with the Citigroup defendants, and addressed which persons and entities were excluded from the class by operation of the final judgment entered following the approval of that settlement. See In re WorldCom, Inc. Sec. Litig., 02 Civ. 3288(DLC), 2005 WL 550470 (S.D.N.Y. Mar. 9, 2005) (“March 9 Order”). Attached as Exhibit A was a “final list” of the 14,220 persons and entities who were excluded from the class. Id. at *1. GSC entities were on that list. The Order allowed the 468 persons who had filed both a request for exclusion and claim form prior to September 1, 2004, and who had confirmed their request to rejoin the class by returning a letter approved through the September 15, 2004 Order to rejoin the class. Id.

The requests of 105 persons to opt out of the class that were postmarked after September 1, 2004 were denied. Id. The Lead Plaintiff was ordered to provide them with notice of that decision and an opportunity to file a proof of claim. Id. Finally, sixty-seven class members that had sought to revoke their requests for exclusion but whose revocation notices were postmarked after September 1, 2004 were deemed members of the class. Id. at *2. Twelve of the sixty-seven were submitted in 2005. The last one was postmarked February 19, 2005.

An Order of June 14, 2005 set September 9, 2005 as the date of the Fairness Hearing on the 2005 WorldCom class action settlements, permitted class members to filed objections up until August 12, 2005, and extended the time to file proofs of claim until August 26, 2005.

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Related

In Re WorldCom, Inc. Securities Litigation
388 F. Supp. 2d 319 (S.D. New York, 2005)
In Re WorldCom, Inc. Securities Litigation
346 F. Supp. 2d 628 (S.D. New York, 2004)
In Re WorldCom, Inc. Securities Litigation
294 F. Supp. 2d 392 (S.D. New York, 2003)
In Re WorldCom, Inc. Securities Litigation
294 F. Supp. 2d 431 (S.D. New York, 2003)

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Bluebook (online)
237 F.R.D. 541, 2006 U.S. Dist. LEXIS 65631, 2006 WL 2642159, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-worldcom-inc-securities-litigation-nysd-2006.