Shapiro v. Matrixx Initiatives, Inc.

284 F.R.D. 464, 2012 U.S. Dist. LEXIS 107201, 2012 WL 3149925
CourtDistrict Court, D. Arizona
DecidedJuly 31, 2012
DocketNo. CV-09-01479-PHX-ROS
StatusPublished

This text of 284 F.R.D. 464 (Shapiro v. Matrixx Initiatives, Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Arizona primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Shapiro v. Matrixx Initiatives, Inc., 284 F.R.D. 464, 2012 U.S. Dist. LEXIS 107201, 2012 WL 3149925 (D. Ariz. 2012).

Opinion

ORDER

ROSLYN O. SILVER, Chief Judge.

Pending before the Court is Plaintiffs’ motion to certify class. (Doc. 65). For the reasons below, the motion will be granted.

A. Plaintiff's Motion and Proposed Class

Plaintiffs move to: certify a class under Rules 23(a) and (b)(3), as defined below; appoint lead plaintiff as class representative; and appoint class counsel. (Doc. 65). The proposed class (the “Class”) is:

All persons and entities who purchased or otherwise acquired the publicly traded common stock of Matrixx Initiatives, Inc. from December 22, 2007 through June 15, 2009, inclusive, and who were damaged thereby. Excluded from the Class are Defendants and their respective officers, affiliates and directors, members of their immediate families and their legal representative, heirs, successors or assigns of any such excluded party and any entity in which Defendants have or had a controlling interest.

(Id, at 1).

B. Class Certification

Under Rule 23(a), Plaintiffs must satisfy four requirements: (i) numerosity; (ii) commonality; (in) typicality; and (iv) adequacy of representation. In addition, Rule 23(b) requires common questions of law and fact predominate and a showing that a class action is the superior method of adjudicating the case. In response, Defendants only challenge the typicality and adequacy of representation. For the reasons stated in Plaintiffs’ briefs (Docs. 65 and 74), the Court finds the remaining requirements are met.

1. Typicality

The typicality requirement is met where “the claims or defenses of the representative parties are typical of the claims or defenses of the class.” In re Cooper Companies Inc. Sec. Litig., 254 F.R.D. 628, 635 (C.D.Cal.2009). “The commonality and typicality requirements of Rule 23(a) tend to merge.” Gen. Tel. Co. of the Sw. v. Falcon, 457 U.S. 147, 157 n. 13, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982). “The test of typicality is ‘whether other members have the same or similar injury, whether the action is based on conduct which is not unique to the named plaintiffs, and whether other class members have been injured by the same course of conduct.’” Hanon v. Dataproducts Corp., 976 F.2d 497, 508 (9th Cir.1992) (quoting Schwartz v. Harp, 108 F.R.D. 279, 282 (C.D.Cal.1985)).

All claims arise from Defendants’ material misrepresentations and omissions regarding certain products and FDA compliance as they relate to 800 undisclosed anosmia reports. The damages sustained by proposed lead plaintiff, Alex Alegre de La Soujeole (“Mr. de La Soujeole”), and other Class members arise from their purchase of Matrixx’s common stock and the subsequent decline in stock value due to Defendants’ misrepresentations and omissions.

Defendants argue Mr. de La Soujeole’s claims are not typical of other class members’ claims because the market had known about some anosmia reports prior to Mr. de La Soujeole’s stock purchase, but Mr. de La Soujeole testified he did not know of any anosmia reports and would not have purchased the stock if he had known about any anosmia reports. Defendants argue this prevents Mr. de La Soujeole from relying on the fraud-on-the-market presumption of reliance.

The fraud-on-the-market theory of reliance is set forth in Basic v. Levinson, 485 U.S. 224, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988), as follows:

[I]n an open and developed securities market, the price of a company’s stock is determined by the available material information regarding the company and its business____ Misleading statements will [466]*466therefore defraud purchasers of stock even if the purchasers do not directly rely on the misstatements.... The causal connection between the defendants’ fraud and the plaintiffs’ purchase of stock in such a case is no less significant than in a case of direct reliance on misrepresentations.

Basic, 485 U.S. at 224-42, 108 S.Ct. 978; see also Erica P. John Fund, Inc. v. Halliburton Co.,-U.S.-, 131 S.Ct. 2179, 2185, 180 L.Ed.2d 24 (2011) (reliance may be established by showing “the alleged misrepresentations were publicly known ..., that the stock traded in an efficient market, and that the relevant transactions took place ‘between the time the misrepresentations were made and the time the truth was revealed’ ”) (quoting Basic, 485 U.S. at 248 n. 27, 108 S.Ct. 978). In other words, an efficient market is presumed to have digested publicly available information.

In an efficient market, “the market price of [Matrixx securities] reflects] all publicly available information, and, hence, any material misrepresentations.” Halliburton, 131 S.Ct. at 2181-82 (quotation and citation omitted). “Anyone who buys stock at the prevailing market price is presumed to have relied on that price — and by extension, each piece of publically available information it reflects — as a measure of the stock’s value, even if the investor never saw that information.” Conn. Ret. Plans & Trust Funds v. Amgen, Inc., 660 F.3d 1170, 1173 (9th Cir. 2011) (citing Basic, 485 U.S. at 247,108 S.Ct. 978). The presumption of reliance can be rebutted by severing “the link between the alleged misrepresentation and either the price received (or paid) by the plaintiff, or his decision to trade at a fair market price.” Basic, 485 U.S. at 248,108 S.Ct. 978. Defendants have not severed the link between the misrepresentations or omissions and Mr. de La Soujeole’s purchase of stock on the open market.

Defendants do not dispute the market for Matrixx securities was efficient or the alleged misrepresentations were public. Mr. de La Soujeole purchased the stock relying on the efficient market. In so doing, he relied on the market price, presuming all available material information was reflected in the stock price. Thus, Mr. de La Sou-jeole’s actual purchase of the stock at market price took into account the anosmia reports, even if Mr. de La Soujeole hypothetically would have taken a different course of action had he known about the disclosed anosmia reports.

Further, Plaintiffs’ claims are not about disclosed anosmia complaints known to the market, but about undisclosed anosmia complaints. Mr. de La Soujeole testified the market price reflected all known information, including the disclosed anosmia reports, but did not reflect the 800 undisclosed reports, de La Soujeole Depo. at 122:16-17 (“I believe if the market had known all the background, yes, the market as an efficient, you know, market would not have priced the shares so high.”); see also de La Soujeole Depo. at 136:24-137:25. The market, Mr. de La Sou-jeole, and the Class did not know of the 800 undisclosed anosmia reports that form the basis of Plaintiffs claims. As such, Mr. de La Soujeole’s reliance on the market price is typical of the Class.

2. Adequacy of Representation

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Related

General Telephone Co. of Southwest v. Falcon
457 U.S. 147 (Supreme Court, 1982)
Basic Inc. v. Levinson
485 U.S. 224 (Supreme Court, 1988)
Erica P. John Fund, Inc. v. Halliburton Co.
131 S. Ct. 2179 (Supreme Court, 2011)
Staton v. Boeing Co.
327 F.3d 938 (Ninth Circuit, 2003)
Berger v. Compaq Computer Corp.
257 F.3d 475 (Fifth Circuit, 2001)
In re Nature's Sunshine Product's Inc.
251 F.R.D. 656 (D. Utah, 2008)
Herkert v. MRC Receivables Corp.
254 F.R.D. 344 (N.D. Illinois, 2008)
In re Cooper Companies Inc. Securities Litigation
254 F.R.D. 628 (C.D. California, 2009)
Brady v. Conseco, Inc.
270 F.R.D. 521 (N.D. California, 2010)
Schwartz v. Harp
108 F.R.D. 279 (C.D. California, 1985)

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Bluebook (online)
284 F.R.D. 464, 2012 U.S. Dist. LEXIS 107201, 2012 WL 3149925, Counsel Stack Legal Research, https://law.counselstack.com/opinion/shapiro-v-matrixx-initiatives-inc-azd-2012.