Kaplan v. S.A.C. Capital Advisors, L.P

311 F.R.D. 373, 2015 WL 8593478
District Court, S.D. New York·Decided December 2, 2015·No. 12-CV-9350 (VM), 13-CV-2459 (VM)·Published·Cited by 17 cases

Opinion

DECISION AND ORDER

VICTOR MARRERO, United States District Judge

Lead Plaintiffs David E. Kaplan, and others, individually and on behalf of a putative class of investors in Elan Corporation securities (“Elan Investor Class,” collectively “Kaplan Plaintiffs”) in Case No. 12-cv-9350, brought this action against defendants S.AC. Capital Advisors, L.P. (“SAC LP”), S.AC. Capital Advisors, Inc., CR Intrinsic Investors LLC (“CR Intrinsic”), CR Intrinsic Investments, LLC, S.A.C. Capital Advisors, LLC (“SAC LLC”), S.A.C. Capital Associates, LLC, S.AC. International Equities, LLC, S.A.C. Select Fund, LLC, and Steven Cohen (“Cohen”) (collectively, “SAC”); and defendant Mathew Martoma (“Martoma”).1 Kaplan Plaintiffs allege violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78j(b) (“Section 10(b)”), and Rule 10b-5 promulgated thereunder, 17 C.F.R. § 240.10b-5 (“Rule 10b-5”), violations of Section 20A of the Exchange Act, 15 U.S.C. § 78t-1 (“Section 20A”), and violations of Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a) (“Section 20(a)”).

Kaplan Plaintiffs, along with other plaintiffs 2 who are no longer pursuing class certification, filed their original motion for class certification on June 29, 2015. (Dkt. No. 191.) Kaplan Plaintiffs now move, pursuant to Rule 23 of the Federal Rules of Civil Procedure (“Rule 23”), to certify the “Elan Seller Class,” which consists of:

Al persons who sold American Depositary Receipts (“ADRs”) of Elan contemporaneously with Defendants’ purchases of Elan ADRs during the period August 23, 2006 through and including July 18, 2008 (the ‘Elan Seller Class Period’), and were damaged thereby.3

Plaintiffs Memorandum of Law in Support of Motion for Class Certification, dated June 29, 2015. (“Pl.Mem.”)(Dkt. No. 192 at 2.)

Kaplan Plaintiffs also move pursuant to Rule 23 to certify the “Elan Buyer Class”, which consists of: [377]*377(Id. at 2.) (collectively, the Elan Buyer Class with the Elan Seller Class, “Proposed Elan Classes”.)

[376]*376Al persons who purchased ADRs of Elan, purchased call options thereon, or sold put options thereon, contemporaneously with Defendants’ sales of Elan ADRs, sale of call options thereon, or purchase of put options thereon, during the period July 21, 2008 through and including July 29, 2008 at 4:00 pm EDT (the ‘Buyer Class Period’), and were damaged thereby.4

[377]*377Kaplan Plaintiffs also move pursuant to Rule 23 for the Court to appoint Chi Pin Hsu, Gary W. Muensterman, and Fred M. Ross (collectively, “Proposed Class Representatives”) as Class Representatives for the Proposed Elan Classes and to appoint Co-Lead Counsel Wohl & Fruchter LLP (“Wohl & Fruchter”) and Pomerantz LLP (“Pomerantz”, collectively “Proposed Class Counsel”) as Class Counsel for the Proposed Elan Classes.

The Court has reviewed the parties’ submissions regarding this matter.I. ***5 For the reasons discussed below, the Court finds that the Proposed Elan Classes satisfy all of the requirements of Rule 23(a) and the pertinent requirements of Rule 23(b). These classes are subject to further adjustment or decertification if warranted as facts develop. The Court further finds that Proposed Class Counsel satisfy the pertinent requirements of Rule 23(g). Accordingly, Kaplan Plaintiffs’ motion for certification of the Proposed Elan Classes and appointment of Proposed Class Representatives and Proposed Class Counsel is GRANTED.

I. BACKGROUND

The Court has previously addressed in detail the facts surrounding SAC’s involvement in insider trading of Elan Corporation and Wyeth securities during the clinical trials of the drug bapineuzamab (“bapi”) in its Decision and Order dated August 13, 2014. (Dkt. No. 152.)

Briefly restated, SAC employee Mathew Martoma obtained inside information regarding bapi’s clinical trials through relationships he cultivated with Sidney Gilman (“Gilman”) and Joel Ross (“Ross”), two doctors who were supervising the trials. Martoma allegedly provided reports containing this inside information to Steven Cohen — SAC’s founder, CEO, and owner. SAC then traded on the nonpublic information Martoma had provided, first by accumulating large positions in Elan and Wyeth and later by selling those positions just before the companies publicly disclosed negative results of the clinical trials. The negative results of the clinical trials subsequently triggered major selling and a corresponding drop in the market value of Elan and Wyeth securities.

II. PROCEDURAL HISTORY

By Order dated April 15, 2013, the Court designated David Kaplan, Roxy Sullivan, Lindsey Rankin, Michael Allen, and Chi-Pin Hsu as Lead Plaintiffs and Wohl & Fruchter and Pomerantz as Co-Lead Counsel for the Elan Investor Class. (Dkt. No. 45.) Kaplan Plaintiffs filed their motion for certification of the Proposed Elan Classes, appointment of Proposed Class Representatives as Class Representatives, and appointment of Proposed Class Counsel as Class Counsel on June 29, 2015. (Dkt. No. 191.)

III. DISCUSSION

A. CLASS CERTIFICATION

To certify the Proposed Class, Kaplan Plaintiffs must satisfy all four of the requirements of Rule 23(a) and one of the categories of Rule 23(b)(3). See In re Livent Noteholders Sec. Litig., 210 F.R.D. 512, 514 (S.D.N.Y. 2002).

To meet Rule 23(a)’s prerequisites, a plaintiff must demonstrate that:

(1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests of the class.

Fed. R. Civ. P. 23(a). Rule 23(b)(3) further requires that the plaintiff demonstrate that [378]*378common questions of law or fact “predominate over any questions affecting only individual members” and that maintaining a class action “is superior to other available methods” of adjudication. Fed. R. Civ. P. 23(b)(3).

Trial courts are given substantial discretion in determining whether to grant class certification because “ ‘the district court is often in the best position to assess the propriety of the class and has the ability ...

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Kaplan v. S.A.C. Capital Advisors, L.P, 311 F.R.D. 373, 2015 WL 8593478 (S.D.N.Y. 2015).

311 F.R.D. 373 (Kaplan v. S.A.C. Capital Advisors, L.P) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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