Bennett v. Sprint Nextel Corp.
Bennett v. Sprint Nextel Corp.
Opinion of the Court
MEMORANDUM AND ORDER
This is a securities class action against Defendant Sprint Nextel Corporation (“Sprint” or the “Company”) and certain former Sprint officers and directors — Defendants Gary D. Forsee, Paul N. Saleh, and William G. Arendt. Lead Plaintiffs PACE
I. Factual and Procedural Background
Sprint is a wireless and wireline communications services company with its headquarters in Overland Park, Kansas. In August 2005, Sprint, the country’s then third largest wireless carrier, acquired Nextel, the country’s fifth largest carrier, for $37.8 billion. Sprint allocated $15.6 billion of the purchase price to goodwill.
According to Plaintiffs, problems arose almost immediately after Sprint’s acquisition of Nextel. Plaintiffs contend that cultural differences divided legacy Sprint and Nextel personnel and technological differences eliminated the possibility of integrating the two companies’ wireless networks. Plaintiffs claim that the combination of these difficulties, among others, led to the deterioration of the Company’s customer base. Plaintiffs allege that to cover up the Company’s worsening condition, Defendants made repeated false and misleading statements about the Company’s business metrics and financials. Specifically, Plaintiffs contend that from October 26, 2006, through February 27, 2008, through press releases, conference calls, and SEC filings, Defendants falsely represented that Sprint received billions of dollars in benefits from merger synergies, that Sprint improved its customer mix as a result of tightening credit standards, that the integration of the Sprint and Nextel cellular platforms was progressing as planned, and that the goodwill associated with the Nextel purchase was not impaired.
Plaintiffs claim that Sprint’s true condition was not revealed until after Dan Hesse was named CEO of Sprint on December 18, 2007. This was two months after Sprint’s board of directors forced Defendant Forsee to resign as the Company’s CEO and Chairman.
There are currently three Lead Plaintiffs: PACE, Skandia, and WVIMB. PACE is a defined benefit plan based in Nashville, Ten
II. Analysis
A. Class Certification Under Rule 23
1. General Standards Governing Class Certification
Whether to certify a class is committed to the broad discretion of the trial court.
As the parties seeking class certification, Plaintiffs have the burden to demonstrate under a strict burden of proof that the requirements of Rule 23 are clearly satisfied.
2. Class Definition
In determining whether to certify a class, the Court first addresses the proposed
All persons and entities who purchased or otherwise acquired the publicly-traded common stock of Sprint Nextel Corporation ... from October 26, 2006, through February 27, 2008, inclusive ... and who were damaged thereby. Included in the Class are purchasers of Sprint common stock [“Sprint Stock”] and the following Sprint debt securities [“Sprint Bonds”]: (i) 6.0% bonds, due December 1, 2016; (ii) 6.9% bonds, due May 1, 2019; (iii) 8.75% bonds, due March 15, 2032; (iv) 8.375% bonds, due March 15, 2012; (v) 7.625% bonds, due January 30, 2011; (vi) 6.375% bonds, due May 1, 2009; (vii) 6.875% bonds, due November 15, 2028; (viii) 6.875% bonds, due October 31, 2013; (ix) 5.95% bonds, due March 15, 2014; and (x) 7.375% bonds, due August 1, 2015. Excluded from the Class are Defendants herein, members of each Defendant’s immediate family, any entity in which any Defendant has or had a controlling interest, officers and directors of Sprint, and Defendants’ legal representatives, heirs, successors, or assigns of any such excluded party.
Defendants do not object to Lead Plaintiffs’ proposed class definition. Furthermore, the Court finds that the proposed class is sufficiently defined to allow potential class members to be identified.
3. Rule 23(a) Requirements
Rule 23(a) provides the following prerequisites for class certification: “(1) Numerosity: the class is so numerous that joinder of all members is impracticable; (2) Commonality: there are questions of law or fact that are common to the class; (3) Typicality: the claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) Adequacy of Representation: the representative parties will fairly and adequately represent the interests of the class.”
a. Numerosity
To satisfy the numerosity requirement of Rule 23(a)(1), Plaintiffs must establish that the class is so numerous so as to make joinder impracticable.
b. Commonality
Rule 23(a)(2) requires Plaintiffs to show that questions of law or fact are common to the class, that is, members of the putative class “possess the same interest and suffer the same injury.”
Plaintiffs have identified the following three questions of law and fact that they claim are common to all class members: (1) whether Defendants’ alleged acts violated federal securities laws; (2) whether Defendants’ statements during the class period were materially false and misleading when issued or whether Defendants’ statements omitted material facts necessary to make the statements not misleading; and (3) the extent and measure of damages sustained by class members. Plaintiffs assert that common questions of law and fact are present where “the alleged fraud involves material misrepresentations and omissions in documents circulated to the investing public, press releases and statements provided to the investment community and the media, and investor conference calls.”
c. Typicality
Rule 23(a)(3) requires that the representative plaintiff possess the same interests and suffer the same injuries as the proposed class members.
Defendants generally argue that class certification is not appropriate as to the Sprint Bonds because Lead Plaintiff WVIMB is the only proposed representative that purchased the Sprint Bonds, and WVIMB only purchased three of the ten bonds at issue. Defendants, however, do not cite any authority as to how or why this affects the Court’s certification analysis. Nor do Defendants provide any evidence as to how the bonds differ from each other such that the claims of two potential plaintiffs, each holding different bonds, would not be similar. Accordingly, the Court finds that the typicality requirement has been met.
d. Adequacy of Representation
Pursuant to Rule 23(a)(4), a representative plaintiff must show that he or she will fairly and adequately protect the interests of the class.
4. Requirements under Rule 23(b)(3)
After satisfying the prerequisites under Rule 23(a), Plaintiffs must demonstrate that the proposed class action fits within one of the three categories described in Rule 23(b). In this case, Plaintiffs seek to proceed under Rule 23(b)(3), which addresses situations where “class action treatment is not as clearly called for as it is in Rule 23(b)(1) and (b)(2) situation, [but] may nevertheless be convenient and desirable.”
Rule 23(b)(3) provides that a class action may be maintained if “questions of law or fact common to the members of the class predominate over any questions affecting individual members” and a class action “is superior to other available methods for the fair and efficient adjudication of the controversy.”
“Considering whether questions of law or fact common to class members predominate begins, of course, with the elements of the underlying cause of action.”
To trigger the rebuttable presumption under the fraud-on-the-market theory, Plaintiffs must first show that the security traded in an efficient market.
a. The Sprint Bonds Traded in an Efficient Market.
“An efficient market is one which rapidly reflects new information in the price of the stock. It is almost always ‘developed,’ in the sense that the market is characterized by a relatively high level of activity and frequency, and for which trading information is widely available.”
(1) whether the security has a large weekly, trading volume; (2) whether a significant number of securities analysts followed and reported on the company’s stock during the applicable period; (3) whether the stock had numerous market makers; (4) whether the company was entitled to file an S-3 Registration Statement in connection with public offerings; and (5) whether the security experienced an historical showing of immediate price response to unexpected corporate events or financial releases.45
Courts have also considered the following additional factors when evaluating market efficiency: “(6) the company’s market capitalization; (7) the bid-ask spread and (8) the float, or issue amount outstanding excluding insider-owned securities; and (9) the percentage of institutional ownership.”
The Cammer factors were created in the context of evaluating the efficiency of stock markets, not bond markets. Although these factors “ ‘are admittedly not well-suited for the analysis of debt securities,’” courts generally apply these factors to the efficiency
i. Weekly Trading Volume
The first Cammer factor concerns whether “ ‘there existed an average weekly trading volume during the class period in excess of a certain number of shares.’ ”
Lead Plaintiffs rely on the Declaration of their attorney, Brian O’Mara (the “O’Mara Declaration”) in support of their contention that the Sprint Bonds traded in an efficient market. With regard to the first Cammer factor, the O’Mara Declaration provides that during the class period, Sprint had $17 billion debt securities outstanding and the aggregate weekly trading volume for the Sprint Bonds was in excess of $477 million. Further, the average weekly trading volume during the class period as a percentage of Sprint Bonds outstanding was 2.76%. Because this percentage is greater than two percent, it warrants a strong presumption of efficiency under Cammer. Thus, this factor weighs toward a finding that the market for the Sprint Bonds was efficient.
ii. Analyst Coverage
The second Cammer factor that courts look to is the number of securities analysts that follow the company or the security.
The O’Mara Declaration states that, on average, twenty-five analyst firms provided coverage of Sprint during the class period. Additionally, Nelson’s Directory of Investment Research identified twenty-four separate investment banks that provided analyst coverage of Sprint, issuing more than 340 analyst reports. With respect to the Sprint Bonds, the O’Mara Declaration states that there were eight credit analysts who provided coverage of Sprint Bonds during the class period.
iii. Market Makers and Arbitrageurs
The third factor addresses the number of market makers that deal in the security at issue. “The presence of Market Makers supports the efficiency of a market because they ‘react swiftly to company news and reported financial results by buying or selling stock and driving it to a changed
a dealer who, with respect to a particular security, (i) regularly publishes bona fide, competitive bid and offer quotations in a recognized interdealer quotation system; or (ii) furnishes bona fide competitive bid and offer quotations on request; and (iii) is ready, willing and able to effect transactions in reasonable quantities at his quoted prices with other brokers or dealers.56
The O’Mara Declaration states that, on average, 141 dealers reported prices for the Sprint Bonds in 2008. It also states that at least 224 large institutional investors reported purchases and holdings of Sprint Bonds during the class period. The Declaration does not state, however, whether these dealers and institutional investors were “ready, willing and able” to trade the Sprint Bonds. Accordingly, this factor does not support a finding of market efficiency.
iv. S-3 Registration Statement
The fourth Cammer factor is the ability of a company to file a Form S-3 registration statement. The ability to file a Form S-3 “creates a presumption that the securities trade in an efficient market.”
v. Reaction to New Information
The fifth Cammer factor is whether there is a cause and effect relationship between unexpected corporate events or disclosures and an immediate response in the security’s price.
The O’Mara Declaration states that eight of the ten Sprint bonds dropped in price on January 18, 2008, when a Sprint analyst issued a research report titled “Meltdown: 4Q07 Sub Loss Worse Than Expected; Serious Restructuring Ahead.”
Defendants contend that Lead Plaintiffs have not met their burden to show that the
The Court finds this argument unpersuasive. Lead Plaintiffs are not required to provide an event study or expert testimony to show market efficiency.
Here, the Court finds that Plaintiffs have submitted probative evidence of a cause and effect relationship between the price of Sprint Bonds and the release of unexpected information. Indeed, “the relationship between market price for bonds and public information may best be demonstrated by the cause and effect relationship of disclosure of unexpected information.”
vi. Market Capitalization
In addition to the Cammer factors, some courts have also looked at market capitalization when examining market efficiency.
vii. Bid-Ask Spread
“The bid-ask spread is the difference between the price at which investors are willing to buy stock and the price at which current stockholders are willing to sell their shares. A large bid-ask spread is indicative of an inefficient market, because it suggests that the stock is too expensive to trade.”
The O’Mara Declaration states that the bid-ask spread for the Sprint Bonds ranged from 0.13% to 0.44%, which is very small. Defendants claim that Plaintiffs’ data is inaccurate because it relies on price quotes from Bloomberg, L.P., which are end of day quotes and not transaction prices.
viii. Float
This factor looks at the percentage of shares held by the public as opposed to corporate insiders. Neither party has addressed this factor, as debt is not generally held by corporate insiders.
ix. Institutional Ownership
During the class period, approximately 224 institutions purchased and held Sprint bonds. Included in this number are insurance companies, investment banks, pension funds, and other sophisticated traders. The fact that a large number of institutions actively traded Sprint Bonds demonstrates an efficient market through the class period.
b. Defendants’ Expert’s Report Does Not Undermine the Market Efficiency of Sprint Bonds.
Defendants challenge Plaintiffs’ evidence that the Sprint Bonds traded in an efficient market through the findings of their expert, Dr. Bajaj. Dr. Bajaj’s expert report concludes that the Sprint Bonds traded in an inefficient market because (1) event studies show that the Sprint Bonds did not react efficiently to new information about Sprint; (2) there is a potential for arbitrage profits on the Sprint Bonds; and (3) the Sprint Bonds exhibit a predictable pricing pattern irrespective of new information. In response to Dr. Bajaj’s expert report, Plaintiffs submitted the expert report of Dr. Preston, which the Court finds adequately refutes Dr. Bajaj’s conclusion that the Spring Bonds traded in an inefficient market.
First, Dr. Bajaj performed three event studies on the Sprint Bonds to determine whether there is “a cause and effect relationship” between unexpected corporate events or financial releases and a response in the security’s price. According to Dr. Bajaj’s expert report, these studies show that the market for the Sprint Bonds is inefficient because (1) for the twenty-seven days in the Complaint that Plaintiffs allege a misstatement or additional disclosure by Defendants regarding Sprint, the prices of the Sprint
In his first and third event study, Dr. Bajaj examined the price of Sprint Bonds on certain “news” days.
In his second event study, Dr. Bajaj tried to prove inefficiency by pointing to the different reactions to the Sprint stocks and bonds on certain news days. This analysis ignores the differences between stocks and bonds and assumes that bonds respond in the same manner to events that would affect stock prices. “There seems to be little, if any, dispute that the nature of news that would affect the markets for stock can be quite different [from] what would affect the markets for bonds.”
Second, Dr. Bajaj’s expert report concludes that the market for the Sprint Bonds is inefficient because there was the potential for arbitrage profits on the bonds due to information discrepancies. “Arbitrageurs are ‘professional investors who exploit price differences in different markets by buying and selling identical securities in those markets.’”
Finally, Dr. Bajaj concludes that economic evidence shows price reversals and negative serial correlations such that the Sprint Bonds did not trade in an efficient market. However, the Court is not persuaded that this is sufficient evidence of market inefficiency. “The presence of serial correlation is not itself determinative of inefficiency.”
In considering the evidence before it and the totality of the Cammer factors, the Court finds that Plaintiff has established by a preponderance of the evidence that the Sprint Bonds traded in an efficient market during the class period. Therefore, Plaintiffs’ proposed class is entitled to the presumption of reliance afforded by the fraud-on-the market theory. Plaintiffs have thus satisfied the Rule 23(b) requirement of predominance.
Plaintiffs have also satisfied the Rule 23(b) requirement of superiority. Where individual claims are similar, a class action may be superior to discrete actions that could be “grossly inefficient, costly, and time consuming because the parties, witnesses, and courts would be forced to endure unnecessarily du-plicative litigation.”
5. Conclusion
Based on the foregoing, the Court concludes that Plaintiffs’ proposed class satisfies the requirements of Rule 23. Accordingly, the class will be certified with respect to Plaintiffs’ claims, and Lead Plaintiffs are appointed as class representatives.
B. Appointment of Class Counsel Under Rule 23(g)
“An order certifying a class must also appoint class counsel that will adequately represent the interests of the class.”
Plaintiffs move to appoint Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) and Motley Rice LLC (“Motley Rice”) as class counsel for the class. Defendants do not oppose Robbins Geller or Motley Rice as class counsel for this action. After reviewing the record, the Court is satisfied that Plaintiffs’ attorneys meet the criteria of Rule 23(g) and will adequately represent the interests of the class as counsel. Both firms have been substantially involved in this litigation, and Robbins Geller has participated in the action since its inception. Therefore, the Court appoints Robbins Geller and Motley Rice as co-lead class counsel for this action.
Under Rule 23(c)(2)(B), when a court certifies a class under Rule 23(b)(3), the Court “must direct to class members the best notice that is practicable under the circumstances, including individual notice to all members who can be identified through reasonable effort.”
IT IS THEREFORE ORDERED that Plaintiffs’ Motion for Class Certification (Doc. 116) is GRANTED.
IT IS SO ORDERED.
. The facts are presented as set forth Lead Plaintiffs’ Consolidated Complaint (Doc. 33).
. "Goodwill is an intangible asset that represents the amount paid for a business over and above the value of the actual assets acquired and liabilities assumed.” See Statement of Financial Accounting Standards No. 142 ("SFAS 142”), at Appendix FI, available at http://www.fasb.org/ pdfZfasl42.pdf.
. Between the time that Forsee resigned and Hesse was named CEO, Defendant Saleh was the Company’s acting CEO. Saleh left the Company on January 24, 2008.
. Plaintiffs’ Memo, in Support of Mtn. for Class Certification, Doc. 117, p. 15.
. Shook v. El Paso County, 386 F.3d 963, 967 (10th Cir. 2004).
. Sibley v. Sprint Nextel Corp., et al., 254 F.R.D. 662, 670 (D.Kan. 2008) (citing Esplin v. Hirschi, 402 F.2d 94, 99 (10th Cir. 1968)); Heartland Commc’ns, Inc. v. Sprint Corp., 161 F.R.D. 111, 115 (D.Kan. 1995); see also Fed.R.Civ.P. 23(c)(1)(C) (“An order that grants or denies class certification may be altered or amended before final judgment.”).
. Gen. Tel. Co. v. Falcon, 457 U.S. 147, 155, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982); see Nat’l Union Fire Ins. Co. v. Midland Bancor, Inc., 158 F.R.D. 681, 685 (D.Kan. 1994).
. Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 177, 94 S.Ct. 2140, 40 L.Ed.2d 732 (1974); Adamson v. Bowen, 855 F.2d 668, 676 (10th Cir. 1988); Anderson v. City Of Albuquerque, 690 F.2d 796, 799 (10th Cir. 1982).
. Shook v. Board of County Commissioners of County of El Paso, 543 F.3d 597, 612 (10th Cir. 2008) (quoting Falcon, 457 U.S. at 160, 102 S.Ct. 2364); see also J.B. ex rel. Hart v. Valdez, 186 F.3d 1280, 1289 (10th Cir. 1999); Reed v. Bowen, 849 F.2d 1307, 1309 (10th Cir. 1988).
. Shook, 543 F.3d at 612; see Eisen, 417 U.S. at 178, 94 S.Ct. 2140 (stating that in determining propriety of a class action, the question is not whether plaintiffs state a cause of action or will prevail on merits, but whether the requirements of Rule 23 are met).
. Trevizo v. Adams, 455 F.3d 1155, 1162 (10th Cir. 2006).
. Eatinger v. BP Am. Prod. Co., 271 F.R.D. 253, 257-58 (D.Kan. 2010).
. In re Urethane Antitrust Litig., 237 F.R.D. 440, 444 (D.Kan. 2006) (citing Manual for Complex Litigation § 21.222, at 270 (4th ed. 2005)).
. Id.
. Trevizo, 455 F.3d at 1161-62 (citing Fed.R.Civ.P. 23(a)).
. In their response to Plaintiffs' Motion for Class Certification, Defendants assert that Plaintiffs' motion was the first time Plaintiffs revealed that they sought to certify a class containing purchasers of Sprint Bonds. Defendants, however, do not cite any authority as to how this affects the Court's certification analysis. Further, the Court notes that Plaintiffs' Amended Complaint states that Plaintiffs bring this action “on behalf of a class consisting of purchasers and acquirers of Sprint securities." Consolidated Complaint, Doc. 33, p. 91. The term "securities” typically includes stocks and bonds. See Collins English Dictionary-Complete & Unabridged 10th Edition, available at http://dictionary.reference.com/ browse/security. Therefore, the Court does not see this as a basis to deny Plaintiffs’ motion.
. Id. at 1162; Fed.R.Civ.P. 23(a)(1).
. Rex v. Owens ex rel. State of Okla., 585 F.2d 432, 436 (10th Cir. 1978).
. Id.; In re Aluminum Phosphide Antitrust Li-tig., 160 F.R.D. 609, 613 (D.Kan. 1995).
. Gen. Tel. Co. of Sw. v. Falcon, 457 U.S. 147, 156, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982).
. Olenhouse v. Commodity Credit Corp., 136 F.R.D. 672, 679 (D.Kan. 1991).
. Plaintiffs' Memo, in Support of Motion for Class Certification, Doc. 117, p. 23.
. See, e.g., Lane v. Page, 272 F.R.D. 558, 570 (D.N.M. 2011) ("Where the facts as alleged show that Defendants' course of conduct concealed material information from an entire putative class, the commonality requirement is met.”); see also id. ("Securities cases often involve allegations of common courses of fraudulent conduct, which can be sufficient to satisfy the commonality requirement.”); Darquea v. Jarden Corp., 2008 WL 622811, at *2 (S.D.N.Y. Mar. 6, 2008) (“The alleged misrepresentation leading to artificially inflated stock prices relate to all investors and the existence and materiality of such misstatements or omissions present important common issues.”).
. Fed.R.Civ.P. 23(a)(3); see also DG ex rel. Stricklin v. Devaughn, 594 F.3d 1188, 1198 (10th Cir. 2010).
. Garcia v. Tyson Foods, Inc., 255 F.R.D. 678, 689 (D.Kan. 2009) (citing Adamson v. Bowen, 855 F.2d 668, 676 (10th Cir. 1988)).
. Stricklin, 594 F.3d at 1198 (citing Anderson v. City of Albuquerque, 690 F.2d 796, 800 (10th Cir. 1982)).
. Olenhouse, 136 F.R.D. at 680; see also Strick-lin, 594 F.3d at 1198-99 ("Provided the claims of Named Plaintiffs and class members are based on the same legal or remedial theory, differing
. Fed.R.Civ.P. 23(a)(4).
. E. Tex. Motor Freight Sys., Inc. v. Rodriguez, 431 U.S. 395, 403, 97 S.Ct. 1891, 52 L.Ed.2d 453 (1977); Rutter & Wilbanks Corp. v. Shell Oil Co., 314 F.3d 1180, 1187-88 (10th Cir. 2002).
. Eatinger v. BP Am. Prod. Co., 271 F.R.D. 253, 260 (D.Kan. 2010).
. Id.
. Id.
. Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 615, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997).
. Id.
. Fed.R.Civ.P. 23(b)(3).
. Amchem, 521 U.S. at 625, 117 S.Ct. 2231.
. Erica P. John Fund, Inc. v. Halliburton Co., -U.S.-, 131 S.Ct. 2179, 2184, 180 L.Ed.2d 24 (2011).
. Joseph v. Wiles, 223 F.3d 1155, 1161 (10th Cir. 2000) (quotation omitted).
. Amgen Inc. v. Conn. Retirement Plans and Trust Funds,-U.S.-, 133 S.Ct. 1184, 1192, 185 L.Ed.2d 308 (2013) (citation omitted).
. Id.
. Basic, Inc. v. Levinson, 485 U.S. 224, 248 n. 27, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988).
. Bell v. Ascendant Solutions, Inc., 422 F.3d 307, 313 (5th Cir. 2005); see also Teamsters Local 445 Freight Div. Pension Fund v. Bombardier, Inc., 546 F.3d 196, 210 (2nd Cir. 2008) (applying a "preponderance of the evidence” standard to the determination of market efficiency).
. See In re Winstar Commnc'ns Sec. Litig., 290 F.R.D. 437, 445 (S.D.N.Y. 2013) (stating that the plaintiffs must demonstrate that the bond market was efficient by a preponderance of the evidence).
. Stat-Tech Liquidating Trust v. Fenster, 981 F.Supp. 1325, 1346 (D.Colo. 1997) (citing Freeman v. Laventhol & Horwath, 915 F.2d 193, 198 (6th Cir. 1990)).
. In re HealthSouth Corp. Sec. Litig., 261 F.R.D. 616, 635 (N.D.Ala. 2009); Unger v. Amedisys, Inc., 401 F.3d 316, 323 (5th Cir. 2005) (quoting Cammer v. Bloom, 711 F.Supp. 1264, 1286-87 (D.N.J. 1989)); see also In re Nature’s Sunshine Prod.’s Inc., Sec. Litig., 251 F.R.D. 656, 662-64 (D.Utah 2008) (applying Cammer factors).
. HealthSouth, 261 F.R.D. at 632; see Unger, 401 F.3d at 323; Bell, 422 F.3d at 313; Krogman v. Sterritt, 202 F.R.D. 467, 474, 478 (N.D.Tex. 2001).
. HealthSouth, 261 F.R.D. at 632.
. See Nature’s Sunshine, 251 F.R.D. at 662; see also Serfaty v. Int’l Automated. Sys., Inc., 180 F.R.D. 418, 421-23 (D.Utah 1998) (examining Cammer factors).
. Nature's Sunshine, 251 F.R.D. at 662 (quoting Cammer, 711 F.Supp. at 1286).
. In re Countrywide Fin. Corp. Sec. Litig., 273 F.R.D. 586, 613 (C.D.Cal. 2009).
. In re DVI Secs. Litig., 249 F.R.D. 196, 209 (E.D.Pa. 2008) (citing Cammer, 711 F.Supp. at 1286).
. Winstar, 290 F.R.D. at 446 (citing Cammer, 711 F.Supp. at 1286).
. Id. (citing Bombardier, 546 F.3d at 205).
. See Nature’s Sunshine, 251 F.R.D. at 662 (noting that "[c]ourts have ... applied the fraud on the market theory where at least six securities analysts issued reports ... during the class period”).
. HealthSouth, 261 F.R.D. at 635 (quoting Cam-mer, 711 F.Supp. at 1287).
. 17 C.F.R. § 240.15c3-1[c][8] (2006).
. HealthSouth, 261 F.R.D. at 635; see also Nature’s Sunshine, 251 F.R.D. at 663 (“the SEC permits [Form S-3] registration only on the premise that the stock is already traded on an open and efficient market, such that further disclosure is unnecessary.”).
. See 17 C.F.R. § 239.13.
. Cammer, 711 F.Supp. at 1287
. Winstar, 290 F.R.D. at 448.
. HealthSouth, 261 F.R.D. at 635.
. Id.
. Declaration of Brian O’Mara, Doc. 117-5, p. 6.
. In re Williams Sec. Litig., 496 F.Supp.2d 1195, 1272-73 (N.D.Okla. 2007) (citation omitted).
. Winstar, 290 F.R.D. at 448 (citing Bombardier, 546 F.3d at 207).
. Id. (citing Bell, 422 F.3d at 316).
. Countrywide, 273 F.R.D. at 609 n. 74; accord Unger, 401 F.3d at 323 n. 6 ("There is no requirement for expert testimony on the issue of market efficiency....”).
. Cammer, 711 F.Supp. at 1287 ("[I]t would be helpful to a plaintiff seeking to allege an efficient market to allege empirical facts showing a cause and effect relationship").
. Basic Inc. v. Levinson, 485 U.S. 224, 243, 108 S.Ct. 978, 99 L.Ed.2d 194 (1988).
. Winstar, 290 F.R.D. at 448-49.
. Id. at 448.
. Id.
. HealthSouth, 261 F.R.D. at 636.
. Unger, 401 F.3d at 323.
. See above in Section 4.a.i., titled “Weekly Trading Volume."
. See HealthSouth, 261 F.R.D. at 636 (finding that the market value of bonds ranging from $870 million to $3.5 billion reflected an efficient market).
. Krogman, 202 F.R.D. at 478.
. See Teamsters Local 445 Freight Div. Pension Fund v. Bombardier, Inc., 2006 WL 2161887, at *11 (S.D.N.Y. Aug. 1, 2006) (noting that Bloom-berg prices are not transaction prices) [hereafter "Bombardier II”].
. In re Dynex Capital, Inc. Secs. Litig., 2011 WL 781215, at *5 (S.D.N.Y. Mar. 7, 2011).
. HealthSouth, 261 F.R.D. at 637.
. For the first study, Dr. Bajaj looked at the twenty-seven days in the Complaint that Plaintiffs allege a misstatement or other additional disclosure. For the third study, Dr. Bajaj evaluated 209 news days on which Sprint-specific information was released to the market.
. HealthSouth, 261 F.R.D. at 631-32.
. Newby v. Enron Corp., 529 F.Supp.2d 644, 747 (S.D.Tex. 2006).
. Countrywide, 273 F.R.D. at 615; see also HealthSouth, 261 F.R.D. at 632 ("[I]n efficient capital markets, the price of the investment-grade bonds is not very sensitive to day-to-day stock price fluctuations, nor will it always react to corporate announcements.”).
. Bombardier II, 2006 WL 2161887, at *7 (quoting Stuebler v. Xcelera.com, 430 F.3d 503, 515 n. 13 (1st Cir. 2005)).
. Id. (quoting Cammer, 711 F.Supp. at 1287).
. Countrywide, 273 F.R.D. at 615.
. Preston Expert Report, Doc. 171-6, p. 15.
. Id.
. In re Universal Serv. Fund Tel. Billing Practices Litig., 219 F.R.D. 661, 679 (D.Kan. 2004).
. Amchem Prod., 521 U.S. at 615, 117 S.Ct. 2231.
. Fed.R.Civ.P. 23(g)(1)(A).
. Fed.R.Civ.P. 23(c)(2)(B).
Reference
- Full Case Name
- Cora E. BENNETT, Individually and On Behalf of All Others Similarly Situated v. SPRINT NEXTEL CORPORATION, Gary D. Forsee, Paul N. Saleh, and William G. Arendt
- Cited By
- 12 cases
- Status
- Published