Takara Trust v. Molex Inc.

229 F.R.D. 577, 2005 U.S. Dist. LEXIS 15820, 2005 WL 1802089
CourtDistrict Court, N.D. Illinois
DecidedJuly 6, 2005
DocketNo. 05-C-1245
StatusPublished
Cited by20 cases

This text of 229 F.R.D. 577 (Takara Trust v. Molex Inc.) is published on Counsel Stack Legal Research, covering District Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Takara Trust v. Molex Inc., 229 F.R.D. 577, 2005 U.S. Dist. LEXIS 15820, 2005 WL 1802089 (N.D. Ill. 2005).

Opinion

MEMORANDUM OPINION AND ORDER

CASTILLO, District Judge.

Between March 2, 2005 and April 22, 2005, seven separate class actions were filed in this District against Defendant Molex Incorporated (“Molex”), alleging that Molex violated certain sections of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78a-78nn (“Exchange Act”) and Securities and Exchange Commission (“SEC”) rules. This Court consolidated these actions on March 29, 2005 and May 17, 2005.1 (R. 14, 3/29/05 Order; R. 34, 5/17/05 Order.) This decision addresses the four pending motions for appointment as lead plaintiff of the consolidated action pursuant to the Private Securities Litigation Reform Act of 1995 (“PSLRA”), 15 U.S.C. § 78u-4, and approval of lead plaintiffs choice of lead counsel. The four pending motions were filed by City of Pontiac General Employees’ Retirement System, Joan L. Weeks, individually and as trustee, and James Baker (the “City of Pontiac Group”); Robert E. Ponzo, Gerard S. Abraham, and Brent Jorgensen (the “Ponzo Group”); Leo J. Johnson, William E. Barron, and Barbara M. Lewis (the “Johnson Group”); and Drywall Acoustic Lathing and Insulation Local 675 Pension Fund (“DALI”). For the reasons set forth below, we grant the City of [579]*579Pontiac Group’s motion, (R. 28-1), and deny the remaining motions, (R. 18-1; R. 22-1; R. 29-1).

LEGAL STANDARDS

The PLSRA sets forth the procedure through which the Court may appoint the lead plaintiff in any private action arising under the Exchange Act that is filed as a class action under the Federal Rules of Civil Procedure. See 15 U.S.C. §§ 78u-4(a)(l)-(3). Within twenty days after the complaint is filed, the plaintiffs must publish in a widely-circulated business publication a notice that advises members of the purported class that they may move to serve as lead plaintiff within 60 days of the date on which the notice is published. Id. § 78u-4(a)(3)(A)(i). Where more than one class action is consolidated, “the court shall appoint the most adequate plaintiff as lead plaintiff for the consolidated aetions[.]” Id. § 78u-4(a)(3)(B)(ii). The PLSRA sets up a rebuttable presumption that the most adequate plaintiff is the person or group of persons that:

(aa) has either filed the complaint or made a motion in response to a notice under subparagraph (A)(i);
(bb) in the determination of the court, has the largest financial interest in the relief sought by the class; and (ec) otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil Procedure.

Id. § 78u-4(a)(3)(B)(iii)(I). This presumption may be rebutted if there is proof that the presumptively most adequate lead plaintiff either will not fairly and adequately protect the class’s interests or is subject to some unique defense that renders the lead plaintiff incapable of adequately representing the class. Id. § 78u-4(a)(3)(B)(iii)(II).

ANALYSIS

A notice of the pendency of this class action was published on March 2, 2005 in PR Newswire. (R. 32, Pontiac Group Mem., Ex. A, Notice of Pendency of Class Action). On May 2, 2005, all four of the current movants — which are groups of members of the purported class — filed timely motions seeking appointment as lead plaintiff and approval of their choice of lead plaintiff. (R. 18-1; R. 22-1; R. 28-1; R. 29-1.) Thus, all of the movants met the first of the lead plaintiff requirements. 25 U.S.C. § 78u-4(a)(3)(B)(iii)(I)(aa). Our task is now to determine which of the four moving parties has the largest financial interest in the relief sought by the class and otherwise fulfills the requirements of Federal Rule of Civil Procedure 23. Id. § 78u-4(a)(3)(B)(ii)(I)(bb)-(cc).

I. Largest Financial Interest in the Relief Sought by the Class

While the PSLRA does not specify how we should decide which plaintiff group has the “largest financial interest” in the relief sought, most courts simply determine which potential lead plaintiff has suffered the greatest total losses. See In re Bally Total Fitness Sec. Litig., No. 04 C 4697, 2005 WL 627960, at *4 (N.D.Ill. Mar. 15, 2005). The moving parties represent their financial interest in the relief sought as follows:

Number

Moving of Shares Losses

Party Purchased Sustained

The Johnson Group 1,300 $ 1,958.05

DALI 2 2,800 $ 7,739.20

The Ponzo Group 4,900 $12,273.00

The Pontiac Group 10,396 $17,917.14

Based on these representations, it is clear that the Pontiac Group has the largest financial interest in the compensatory damages sought by the class, and therefore will be the presumptive lead plaintiff under 15 U.S.C. § 78u — 4(a)(3)(B)(iii)(I) as long as it meets the requirements of Rule 23.

The Ponzo Group attempts to muddy these otherwise clear waters by arguing that it should be appointed as co-lead plaintiff to represent a sub-class of the purported class members consisting of holders of Molex [580]*580Common Stock.3 (R. 36, Ponzo Group Resp. at 3.) The Ponzo Group does not dispute that the Pontiac Group has suffered the largest overall losses. Instead, it argues that the Ponzo Group should represent the Common Stock shareholders because it suffered $12,273 in losses from its purchase of Common 'Stock while the Pontiac Group only-suffered $5,450 in losses from its purchase of Common Stock. (Id. at 2.) The remainder of the Pontiac Group’s losses stemmed from its purchase of Class A Shares. (Id.)

We find that the Ponzo Group’s request to slice and dice the reported losses between Common Stock and Class A Shares departs from the presumption laid out in the PLSRA. The test is which group of persons “has the largest financial interest in the relief sought by the class.” 15 U.S.C. 78u-4(a)(3)(B)(iii)(I)(bb). The Ponzo Group has pointed to nothing in the pleadings which would suggest that any of the relief sought by Common Stock holders is different than the relief sought by Class A shareholders. The relief sought by the class here is compensation for losses sustained from investment in Molex securities. (R. 1, Compl. ¶¶ 17, 60(a-d).) The Pontiac Group has the largest financial interest in that relief. As a result, it is the presumptive lead plaintiff under § 78u-4(a)(3)(B)(iii)(I)(bb).

II. Rule 23: Typicality and Adequacy

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229 F.R.D. 577, 2005 U.S. Dist. LEXIS 15820, 2005 WL 1802089, Counsel Stack Legal Research, https://law.counselstack.com/opinion/takara-trust-v-molex-inc-ilnd-2005.