Tracinda Corp. v. DaimlerChrysler AG

216 F.R.D. 291
District Court, D. Delaware·Decided October 28, 2003·No. Nos. CIV.A.00-993, 00-984, 01-004-JJF·Published·Cited by 16 cases

Opinion

OPINION

FARNAN, District Judge.

Pending before the Court is a Motion For Class Certification (D.I.311) filed by Florida State Board of Administration (“FSBA”), Municipal Employees and Benefit Fund of Chicago (“MEABF”), and Denver Employees Retirement Plan (“DERP”) (together “Lead Plaintiffs”). By their Motion, Lead Plaintiffs move the Court to certify a class defined as (1) all persons who exchanged shares of Chrysler Corporation (“Chrysler”) for shares of DaimlerChrysler AG (“DaimlerChrysler”) in connection with the November 1998 merger of Chrysler and Daimler-Benz AG into DaimlerChrysler, and (2) all persons who purchased or acquired shares of Daimler-Chrysler in the open market from the time of the merger through November 17, 2000. In addition, Lead Plaintiffs request the Court to enter an Order appointing Lead Plaintiffs as Class Representatives and Grant & Eisen-hofer, P.A., Entwistle & Cappucci LLP, Bernstein Litowitz & Grossman LLP and Barrack Rodos & Bacine as Class Counsel. For the reasons discussed, the Court will grant Lead Plaintiffs’ Motion with the exception of their request to include foreign investors in the class.

BACKGROUND

The background relevant to this action has been set forth fully in the Court’s previous Opinions in this matter. In re Daimler-Chrysler AG Sec. Litig., 197 F.Supp.2d 86 (D.Del.2002); In re DaimlerChrysler AG Sec. Litig., 197 F.Supp.2d 42 (D.Del.2002). By way of general summary, this action is predicated upon the 1998 merger of Chrysler and Daimler-Benz to form DaimlerChrysler AG, a Federal Republic of Germany corporation. By their Amended Complaint, Lead Plaintiffs contend that Daimler-Benz characterized the transaction as a “merger of equals” in which both companies would be combined with equal power, management and governance and would have dual headquarters in the United States and Germany. The “merger of equals” representations were made in press releases, as well as in the Proxy/Prospectus.

Lead Plaintiffs contend that the merger of equals never occurred, and that Defendants used this concept to mislead Chrysler shareholders into approving the merger. Lead Plaintiffs contend that Daimler-Benz always intended to acquire Chrysler as a division of DaimlerChrysler, and never intended the transaction to be a merger of equals. As a result of this alleged continuous scheme to [295]*295relegate Chrysler to a division of Daimler-Benz, Lead Plaintiffs contend that the proposed class suffered injuries through and including November 17, 2000.

DISCUSSION

I. Standard For Class Certification

The party seeking class certification bears the burden of establishing that certification is warranted under the circumstances. In re ML-Lee Acquisition Fund II, L.P. Sec. Li-tig., 848 F.Supp. 527, 557 (D.Del.1994). Rule 23 of the Federal Rules of Civil Procedure sets forth the requirements for certification of a class. Pursuant to Rule 23(a), four requirements must be met in order for a class to be certified. Amchem Prods. Inc. v. Windsor, 521 U.S. 591, 613, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997). These requirements are:

(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).

In addition to the four requirements of Rule 23(a), plaintiffs seeking class certification must also satisfy one of the three requirements in Rule 23(b). In this case, the applicable requirement is Rule 23(b)(3), which requires the Court to find that: “questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other available methods for the fair and efficient adjudication of the controversy.” Fed.R.Civ.P. 23(b)(3).

II. Whether Plaintiffs Have Satisfied The Requirements For Class Certification

A. The Requirements Of Rule 23(a)

1. Numerosity

The requirement that potential class members be so numerous as to make joinder of all members “impractical” does not establish a rigid minimum number of class members necessary to warrant certification; rather, joinder of all members need only be impractical, not impossible. In re Life USA Holding, Inc., 190 F.R.D. 359, 365 (E.D.Pa. 2000), rev’d on other grounds, 242 F.3d 136 (3d Cir.2001). Among the factors to consider with respect to the numerosity requirement are (1) the size of the class, (2) the expediency of joinder, and (3) the practicality of multiple lawsuits. ML-Lee, 848 F.Supp. at 558. The purpose of the numerosity requirement is to ensure that a class is certified only when the circumstances make certification a necessity. See e.g. In re Am. Med. Sys., Inc., 75 F.3d 1069, 1079 (6th Cir.1996).

According to Lead Plaintiffs, the exact number of record or beneficial shareholders is unknown to them at this time and can only be ascertained from the books and records maintained by Defendants. However, Lead Plaintiffs contend that approximately seven hundred million Chrysler shares were exchanged for DaimlerChrysler shares in the Merger and many millions of shares of DaimlerChrysler were purchased from November 13, 1998 to November 17, 2000 (the “Class Period”). (Am.Compl.199). As such, Lead Plaintiffs contend that the number of class members is likely to be in the thousands. Defendants have not challenged Lead Plaintiffs’ assertion that the numerosity requirement is satisfied. Accordingly, the Court finds that Lead Plaintiffs have satisfied the numerosity requirement of Rule 23(a). See e.g. Eisenberg v. Gagnon, 766 F.2d 770, 785-786 (3d Cir.1985), cert. denied sub nom., Wasserstrom v. Eisenberg, 474 U.S. 946, 106 S.Ct. 342, 343, 88 L.Ed.2d 290 (1985) (finding that allegations of more than 90 class members satisfied numerosity requirement); Malloy v. Eichler, 628 F.Supp. 582, 590 (D.Del.1986) (finding that numerosity requirement was met where class consisted of at least 30 people, with an unknown number of additional plaintiffs in unresearched eases).

2. Commonality

Lead Plaintiffs are next required to show that there are questions of law or fact common to the class. This requirement is [296]*296satisfied by a showing that “the questions of law or fact linking the class members are substantially related to the resolution of the litigation, even though the individuals are not identically situated.” Deutschman v. Beneficial Corp., 132 F.R.D.

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Tracinda Corp. v. DaimlerChrysler AG, 216 F.R.D. 291 (D. Del. 2003).

216 F.R.D. 291 (Tracinda Corp. v. DaimlerChrysler AG) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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