Lane v. Page

250 F.R.D. 634, 2007 U.S. Dist. LEXIS 97064, 2007 WL 5232018
CourtDistrict Court, D. New Mexico
DecidedJuly 2, 2007
DocketNo. CIV.06-1071 JB/ACT
StatusPublished
Cited by7 cases

This text of 250 F.R.D. 634 (Lane v. Page) is published on Counsel Stack Legal Research, covering District Court, D. New Mexico primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lane v. Page, 250 F.R.D. 634, 2007 U.S. Dist. LEXIS 97064, 2007 WL 5232018 (D.N.M. 2007).

Opinion

MEMORANDUM OPINION AND ORDER

JAMES O. BROWNING, District Judge.

THIS MATTER comes before the Court on: (i) Lawrence Lane’s Motion for Appointment as Lead Plaintiff and Approval of His Selection of Lead Counsel, filed January 19, 2007 (Doc. 27)(“Motion for Appointment”); (ii) Motion to Intervene to Seek Order that [637]*637Notice of Pendency of Action be Republished, filed February 5, 2007 (Doc. 29)(“Mo-tion to Intervene”); and (iii) Motion to Strike as Untimely Docket # 35, filed April 17, 2007 (Doc. 36)(“Motion to Strike”). The Court held a hearing on these motions on June 20, 2007. The primary issues are: (i) whether the Court should appoint Lawrence Lane as lead plaintiff in this litigation; (ii) whether the Court should approve Lane’s selection of Lerach Coughlin Stoia Geller Rudman & Robbins LLP (“Lerach”) as lead counsel in this litigation; (iii) whether the Court should require Lane to republish notice of his filing of the Complaint in this case and permit new applications for lead plaintiff status; and (iv) whether the Court should strike Intervenor-Plaintiff Frank Martin’s Reply Memorandum in Response to Opposition Motion to Intervene and for Order for Republication of Notice of Pendency of Action Filed on February 23, 2007, filed April 12, 2007 (Doc. 35)(“Mar-tin’s Reply”), because Martin’s filing was untimely. Because the Court must decide the issues Martin wishes it to resolve regardless whether Martin is a party to this litigation, it will dismiss his Motion to Intervene as moot in part. Because the Court believes that Lane is an appropriate plaintiff to manage this litigation, that the notice he published complied with statutory requirements, and that Lerach is competent to represent him in this matter, the Court will grant Lane’s Motion for Appointment and deny Martin’s Motion to Intervene in part. Because the Court does not believe that considering Martin’s Reply will prejudice any of the parties or unnecessarily prolong this litigation, the Court will not strike the reply.

FACTUAL BACKGROUND

This ease is a stockholder class action that Lane, on behalf of himself and the holders of common stock of Westland Development Co. (‘Westland”), initiated against Westland, certain of its senior officers and directors, and its merger partner, SunCal Companies Group (“SunCal”). See Complaint for Violation of §§ 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9, filed November 3, 2006 (Doc. l)(“Lane’s Complaint”). Lane alleges that, on or about September 20, 2006, the Defendants mailed to Westland shareholders a false and misleading proxy statement that misrepresented and/or omitted material facts, and that this proxy statement was used to obtain shareholder approval of the sale of Westland to SunCal. See Memorandum in Support of Lawrence Lane’s Motion for Appointment as Lead Plaintiff and Approval of his Selection of Lead Counsel, filed January 19, 2007 (Doe. 28)(“Lane’s Memorandum”). Lane has chosen Lerach to represent him in this litigation.

There are approximately 6,100 Westland shareholders, most of whom are descendants of recipients of the Atrisco Land Grant and reside in the Albuquerque, New Mexico area. See Motion to Intervene at 2; Memorandum in Further Support of Lawrence Lane’s Motion to be Appointed Lead Plaintiff and in Opposition to Frank Martin’s “Motion to Intervene” at 13, filed February 22, 2007 (Doc. 30)(“Lane’s Response”). Transfer of West-land shares is subject to significant restrictions. See Motion to Intervene at 2. At the time of the shareholder vote on the proposed merger, Lane owned approximately forty-eight shares of Westland stock. See Lane’s Memorandum at 3. Martin owned approximately 721 shares of Westland stock. See Motion to Intervene at 2.

PROCEDURAL BACKGROUND

Lane filed his Complaint initiating this action on November 3, 2006. On November 20, 2006, Lane caused notice of this action to be published in Investor’s Business Daily and the Albuquerque Journal. See Lane’s Response at 3; Lane’s Memorandum, Exhibit A, Notice in Investor’s Business Daily (dated November 20, 2006)(“IBD Notice”); Lane’s Response, Exhibit B, Notice in Albuquerque Journal (dated November 20, 2006)(“AJ Notice”). That notice advised the class of the existence of the securities class action lawsuit against the Defendants and their right to move to serve as lead plaintiff.

Notice is hereby given that an action has been filed in the United States District Court for the District of New Mexico, Case No. CIV-06-1071-JB(RHS), on behalf of a proposed class of Westland Development Company, Inc. (“Westland”) shareholders [638]*638and their successors-in-interest, other than defendants or those associated with defendants, who were holders of record on September 18, 2006 and eligible to vote at the November 6, 2006 shareholder meeting.

The complaint charges Westland and certain of its officers and directors with violations of federal securities laws for the failure to provide shareholders with all material information in the merger proxy statement (the “Proxy”) seeking shareholder approval of the merger (the “Merger”) between Westland and a wholly-owned subsidiary of SCC Acquisition Inc., a member of SunCal Companies Group (collectively “SunCal”)Among other things, plaintiff alleges that the Proxy was false and misleading, having misrepresented and/or omitted the following: (i) that the defendant directors who recommended the Merger had no understanding of the value of Westland’s assets, such as the value of Westland’s land, water and mineral rights; (ii) that the director defendants’ interests were in conflict with those of shareholders due to payments they would receive from SunCal-related entities post-Merger; (iii) undisclosed expressions of interest for more than the agreed-to Merger consideration; and (iv) payments made to Proxy solicitors by SunCal.

Pursuant to 15 U.S.C. § 78u-4, if you are a member of the proposed class described above, you may move the Court, not later than 60 days from the date of this Notice, to serve as lead plaintiff, however, you must meet certain legal requirements. If you wish to discuss this action or have any questions concerning this Notice or your rights or interest with respect to these matters, please contact plaintiffs counsel, Darren Robbins or Randall Baron of Lerach Coughlin at 800/449-4900 or 619/231-1058, or via e-mail at wsl@ lerachlaw.com.

IBD Notice. The content of the notice published in the Albuquerque Journal was identical to that published in Investor’s Business Daily. Compare IBD Notice, with AJ Notice.

No party filed a motion to serve as lead plaintiff in the sixty days subsequent to the publication of Lane’s notice. On January 19, 2007, the sixtieth day after the filing of his notice, Lane filed his Motion for Appointment. Lane moves the Court for an order: (i) appointing him as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995, 15 U.S.C. § 78u-4(a)(3)(B) (“PSLRA”); and (ii) approving Lane’s selection of Lerach as lead counsel. See Motion for Appointment at 1.

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Cite This Page — Counsel Stack

Bluebook (online)
250 F.R.D. 634, 2007 U.S. Dist. LEXIS 97064, 2007 WL 5232018, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lane-v-page-nmd-2007.