Local No. 8 IBEW Retirement Plan v. Vertex Pharmaceuticals Inc.

52 F. Supp. 3d 337, 2014 U.S. Dist. LEXIS 143249, 2014 WL 5151143
CourtDistrict Court, D. Massachusetts
DecidedOctober 8, 2014
DocketCivil Action No. 14-12296-FDS
StatusPublished
Cited by1 cases

This text of 52 F. Supp. 3d 337 (Local No. 8 IBEW Retirement Plan v. Vertex Pharmaceuticals Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Massachusetts primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Local No. 8 IBEW Retirement Plan v. Vertex Pharmaceuticals Inc., 52 F. Supp. 3d 337, 2014 U.S. Dist. LEXIS 143249, 2014 WL 5151143 (D. Mass. 2014).

Opinion

MEMORANDUM AND ORDER ON MOTION FOR APPOINTMENT AS LEAD PLAINTIFF AND FOR APPROVAL OF LEAD COUNSEL

SAYLOR, District Judge.

This is a putative class action involving alleged violations of the Securities Exchange Act of 1934. Local No. 8 IBEW Retirement Plan has brought suit on behalf of a class of similarly situated persons against Vertex Pharmaceuticals Inc. and a number of Vertex employees. Plaintiff alleges that class members were harmed when they purchased Vertex’s common stock at prices that were artificially inflated by the company’s false and misleading statements about its products. Plaintiff also alleges that a number of Vertex executives personally profited by selling millions of dollars of Vertex stock while the stock’s value was artificially inflated.

Local No. 8 has moved for (1) appointment as lead plaintiff and (2) approval of its selection of Scott+Scott LLP as lead counsel, pursuant to § 21D(a)(3)(B) of the Securities Exchange Act of 1934. 15 U.S.G. § 78u-4(a)(3)(B). Defendants have filed no opposition to the motion. For the reasons set forth below, plaintiffs motion will be granted, Local No. 8 will be appointed lead plaintiff, and Scott+Scott LLP will be approved as lead counsel.

I. Background

Unless otherwise noted, all facts are stated as set forth in the complaint.

Vertex is a biotechnology company based in Massachusetts that researches and develops medicine to treat a variety of illnesses. (Compl. ¶¶ 3, 12). The company’s products include medicines used to treat, among other things, cancer, hepatitis C, HTV, and influenza. (Compl. ¶ 20).

One of Vertex’s products is the drug Kalydeco, which was approved by the Food and Drug Administration for use in treating cystic fibrosis in early 2012. (Compl. ¶¶4, 23).1 The drug was ap[339]*339proved for use among patients with a specific genetic mutation—a group that accounts for approximately four percent of those with cystic fibrosis. (Compl. ¶ 22). In early 2012, Vertex also began exploring the combination of Kalydeco with other medications or therapies to treat patients with more common forms of the disease. (Id.).

On May 7, 2012, Vertex announced that it had achieved significant results in a clinical study that combined the experimental drug VX-809 and Kalydeco in the treatment of patients with cystic fibrosis. (Compl. ¶ 28). The results indicated a substantial improvement in lung function. (Id.). Vertex’s stock price, which had closed at $37.41 per share on May 4, closed at $58.12 per share on May 7. (Compl. ¶ 34). In the following weeks, the company’s stock value rose as high as $64.94. (Compl. ¶ 35). Local No. 8 alleges that during that time the individual defendants collectively sold stock worth tens of millions of dollars. (Id.).

On May 29, 2012, Vertex issued a statement that indicated that the results of the study were not as positive as the company’s initial statements suggested. (Compl. ¶ 46). Based on that news, the stock declined from a price of $64.85 at the close of May 25 to $57.80 at the close of May 29. (Comply 50).

Local No. 8 IBEW Retirement Fund purchased 2,282 shares of Vertex common stock on May 14, 2012, and 871 shares on May 23, 2012. (Compl., Sched. A). Local No. 8 paid between $62.09 and $64.56 per share. (Id.).2

On May 28, 2014, Local No. 8 filed a complaint on behalf of all purchasers of Vertex common stock between May" 7, 2012, and May' 29, 2012. The complaint contends that Vertex and the individual defendants violated federal securities law by making false and misleading public statements concerning Vertex products. It also contends that the named individual defendants, all Vertex executives, personally profited by selling millions of dollars of Vertex stock while the stock’s value was artificially inflated.

On July 28, 2014, Local No. 8 moved for an order appointing itself as lead plaintiff and approving its selection of Scott+Scott LLP as lead counsel for the class.

II. Legal Standard

The Private Securities Litigation Reform Act (“PSLRA”) sets forth detailed procedures for bringing and maintaining securities class actions. The provisions are intended to increase the chances that securities fraud cases are brought by investors who have substantial and genuine interests in the litigation. See In re Party City Sec. Litig., 189 F.R.D. 91, 103 (D.N.J.1999) (“Specifically, the PSLRA provides a method for identifying the plaintiff or plaintiffs who are most strongly aligned with the class of shareholders, and most capable of controlling the selection and actions of counsel.”).

Under the PSLRA, a plaintiff seeking to represent a class must provide a sworn certification, at the time the complaint is filed, that (1) states that plaintiff has reviewed and authorized the complaint; (2) states that plaintiff did not purchase the security at issue in the complaint at the direction of counsel or in order to participate in a lawsuit; (3) states that plaintiff is willing to serve as a representative party [340]*340and participate in trial; (4) sets forth all of plaintiffs transactions involving the security that is the subject of the complaint during the class period; (5) identifies any other action filed in the previous three years in which plaintiff has sought to be a class representative; and (6) states that plaintiff will not accept payment for being the representative party, beyond a pro rata share of the recovery, without court approval. 15 U.S.C. § 78u-4(a)(2).

A plaintiff who brings such an action must, within 20 days of filing the complaint, publish notice of the pendency of the class action in a widely-circulated, national business-oriented publication or wire service. 15 U.S.C. § 78u-4(a)(3)(A)(i). Within 60 days after publication of the notice, any other person or group of persons who are members of the putative class may apply to the court to be appointed as lead plaintiff in the action, whether or not they have filed a complaint. 15 U.S.C. §§ 78u-4(a)(3)(A)(i)(II).

Once the 60-day period following publication of notice has run, the court “shall appoint as lead plaintiff the member or members of the purported plaintiff class that the court determines to be most capable of adequately representing the interests of class members.” 15 U.S.C. § 78u-4(a)(3)(B)(i). There is a rebuttable presumption that the most adequate plaintiff in any such action is the person or entity that (1) has either filed the complaint or made a motion in response to notice by the party who filed the complaint; (2) has the largest financial interest in the relief sought by the class; and (3) otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure. 15 U.S.C. § 78u

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Bluebook (online)
52 F. Supp. 3d 337, 2014 U.S. Dist. LEXIS 143249, 2014 WL 5151143, Counsel Stack Legal Research, https://law.counselstack.com/opinion/local-no-8-ibew-retirement-plan-v-vertex-pharmaceuticals-inc-mad-2014.