Janbay v. Canadian Solar, Inc.

272 F.R.D. 112, 2010 WL 5298842
CourtDistrict Court, S.D. New York
DecidedDecember 22, 2010
DocketNos. 10 Civ. 4430 (RWS), 10 Civ. 4562 (RWS), 10 Civ. 4578 (RWS), 10 Civ. 4706 (RWS), 10 Civ. 5091 (RWS), 10 Civ. 5434 (RWS)
StatusPublished
Cited by29 cases

This text of 272 F.R.D. 112 (Janbay v. Canadian Solar, Inc.) 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
Janbay v. Canadian Solar, Inc., 272 F.R.D. 112, 2010 WL 5298842 (S.D.N.Y. 2010).

Opinion

OPINION

SWEET, District Judge.

Presently pending before the Court are six securities class actions (collectively the “Action”) brought on behalf of all persons or entities (the “Class”) who purchased or otherwise acquired securities of Defendant Canadian Solar, Inc. (“Canadian Solar” or the “Company”) between May 26, 2009 and June 1, 2010, inclusive (the “Class Period”).1 Violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 promulgated thereunder are alleged against Canadian Solar, Arthur Chien, Shawn Qu, and various other Defendants (collectively referred to as “Defendants”).

Several motions have been made for consolidation pursuant to Federal Rules of Civil Procedure 42 and for appointment as lead plaintiff in the consolidated action, pursuant to 15 U.S.C. § 78u-4 of the Exchange Act, as amended by Section 101(a) of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), and for approval of lead counsel. In addition, one proposed lead plaintiff, the CSIQ Investor Group, has moved to transfer the consolidated cases to the Northern District of California, pursuant to 28 U.S.C. § 1404(a).

The competing proposed lead plaintiffs and their alleged financial interests are as follows:

ALLEGED
FINANCIAL
MOVANT INTEREST
CSIQ Investor Group 2 $595,854.27
Harry Tabak (“Tabak”) $489,503.00
Canadian Solar Investors Group (“CSIG”)3 $472,508.00

Additional motions were withdrawn or abandoned for the following reasons: mov-ants Kenneth Lee and Nhan Tran Nguyen acknowledged that they do not have the largest financial interest and movants Qian Wang, George Strum, Ahmed Chaudry, Ar-men Poghosyan, Pawel Masalski, Gabriella Wirschke and Foglio (USA) Inc. did not submit opposition or reply papers.

For the reasons set forth below, the actions are consolidated, the CSIQ Investor Group is appointed lead plaintiff, Hagens Berman Sobol Shapiro LLP is appointed lead counsel, Tabak is appointed co-lead plaintiff and Berger & Montague, P.C., and Klafter Olsen & Lesser LLP are appointed co-lead counsel. The Court reserves the ability to alter this structure at any time and for any reason, and will do so if it finds that the progress of the litigation is being delayed, that expenses are being unnecessarily enlarged, or if the structure established proves detrimental, in any way, to the best interests of the proposed class.

In addition, based on the facts and conclusions set forth below, the CSIQ Investor Group’s motion to transfer is denied.

I. PRIOR PROCEEDINGS AND FACTS

Six complaints were filed in the Southern District of New York: (1) Janbay v. Canadian Solar, Inc. et al., No. 10 Civ. 4430, 2010 WL 2376445 (S.D.N.Y.), filed June 3, 2010; (2) Yu v. Canadian Solar, Inc. et al., No. 10 Civ. 4562, 2010 WL 2483593 (S.D.N.Y.), filed June 10, 2010; (3) Zhang v. Canadian Solar, Inc. et al., No. 10 Civ. 4578, 2010 WL [117]*1172483603 (S.D.N.Y.), filed June 11, 2010; (4) Saber v. Canadian Solar, Inc. et al., No. 10 Civ. 4706 (S.D.N.Y.), filed June 16, 2010; (5) Pedersen v. Canadian Solar, Inc. et al., No. 10 Civ. 5091, 2010 WL 2724437 (S.D.N.Y.), filed July 2, 2010; and (6) Lenda v. Canadian Solar, Inc. et al., No. 10 Civ. 5434, 2010 WL 2913558 (S.D.N.Y.), filed July 16, 2010.4 The Class Period alleged in the complaints varies, with May 26, 2009 as the earliest beginning date, and October 13, 2009, November 17, 2009 and March 3, 2010 as other possible Class Period beginning dates.

Canadian Solar is a vertically integrated manufacturer of silicon, ingots, wafers, cells, solar modules and custom designed solar power applications. Canadian Solar, which delivers its solar power products to customers worldwide, was founded in 2001 in Ontario, Canada and listed on the NASDAQ exchange in 2006. The Company has a registered office in Kitchener, Ontario, Canada. Its executive offices and main operations, including its manufacturing, finance and accounting functions, are located in the People’s Republic of China. Canadian Solar operates in the United States through its wholly-owned subsidiary, Canadian Solar (USA) Inc., which is based in San Ramon, California.

The complaints allege that throughout the Class Period, Canadian Solar and Defendants knowingly or recklessly made false and/or misleading public statements and/or failed to disclose the following: (1) it was uncertain whether the Company would receive full cash payments for sales made to certain customers; (2) certain goods sold were later returned; (3) as a result, the Company’s financial results were overstated during the Class Period; (4) the Company lacked adequate internal and financial controls; and (5) as a result of these failures, the Company’s financial statements were materially false and misleading at all relevant times.

The complaints further allege that on June 1, 2010, after the close of the market, Canadian Solar disclosed that it had received a subpoena from the Securities and Exchange Commission (“SEC”). The SEC subpoena requested documents from Canadian Solar related to certain sales transactions in 2009. The Company disclosed that its Audit Commit tee had retained outside counsel and independent forensic accountants to assist in reviewing the transactions described in the SEC subpoena. As a result, the Company postponed the release of its full financial results for the first quarter ended March 31, 2010, and its quarterly conference call scheduled for June 2, 2010. Canadian Solar also announced that its first quarter operating results would be updated, and that its fourth quarter 2009 net revenue numbers might be revised due to the Company’s intention to recognize sales only after receiving full cash payments from certain customers and due to certain subsequent return of goods after the quarter end. The next trading day, Canadian Solar’s share price declined 14.25%, to close at $10.17 per share, on unusually heavy trading volume.

It is further alleged that on July 27, 2010, the Company announced that it had received a letter from the NASDAQ Stock Market, dated July 21, 2010, notifying the Company that it was not in compliance with the requirements for continued listing as set forth in NASDAQ Listing Rule 5250(c)(1), because it did not timely file its annual report on Form 20-F for the year ended December 31, 2009.

On June 3, 2010, counsel in the first filed action against Canadian Solar, Janbay v. Canadian Solar, Inc. et al., No. 10 Civ. 4430, 2010 WL 2376445 (S.D.N.Y.), caused a notice to be published, pursuant to 15 U.S.C. § 78u-4(a)(3)(A)(i), which announced that a securities class action had been filed against Canadian Solar and advised putative Class members that they had 60 days from June 3, 2010, to file a motion for appointment as lead plaintiff in the action.

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272 F.R.D. 112, 2010 WL 5298842, Counsel Stack Legal Research, https://law.counselstack.com/opinion/janbay-v-canadian-solar-inc-nysd-2010.