/raid1/www/Hosts/bankrupt/CAR_Public/100329.mbx
C L A S S A C T I O N R E P O R T E R
Monday, March 29, 2010, Vol. 12, No. 61
Headlines
ADVANCED ESTATE: Accused of Fraudulent Business Practices
BIMINI CAPITAL: Settles Consolidated Suit for $2.35 Million
CAPT. CHARLIE'S: Accused of Violating Fair Labor Standards Act
CHORDIANT SOFTWARE: Being Sold for Too Little, Calif. Suit Says
GETTY REALTY: Leemilt's Petroleum Unit Continues to Defend Suit
GLOBAL MED: Faces Amended Complaint Over Haemonetics Merger
HARDINGE INC: New York Court Dismisses Lawsuit
IMPAC MORTGAGE: Continues to Defend "Gilmor" Suit
IMPAC MORTGAGE: Continues to Defend "Baker" Complaint in MO
IMPAC MORTGAGE: Motion to Dismiss "Searcy" Suit Still Pending
IMPAC MORTGAGE: Appeal on Dismissal of "Pittleman" Suit Pending
LODGIAN INC: Faces Amended Complaint in Georgia over Merger Deal
LODGIAN INC: Faces Suit by UCC over its Planned Merger
MOUNTAIRE FARMS: Accused in Del. Suit of Not Paying Overtime
NOVATEL WIRELESS: Class Certification Hearing Set for April
PAPANGGO: Indonesian Court Rejects Eviction-Related Class Action
REPROS THERAPEUTICS: Faces Proellex-Related Suit in Texas
REVLON INC: Berger & Montague Named Lead Counsel in D. Del. Suit
SECURITIES AMERICA: Sued in Nebraska for Alleged Ponzi Scheme
SOCIETE DE TRANSPORT: Quebec Sup. Ct. Certifies Passenger Class
UNITED WESTERN: "Richoz" Lawsuit in Illinois Dismissed
UNITED WESTERN: Faces Second Amended "Hunter" Complaint
WELLPOINT INC: Accused in Ill. of Deceptive Business Practices
WHITESTONE SECURITY: Sued for Unfair Vehicle Booting Practices
YOUBET.COM: Enters MOU to Settle Suits Over Churchill Merger
*********
ADVANCED ESTATE: Accused of Fraudulent Business Practices
---------------------------------------------------------
Elizabeth Banicki at Courthouse News Service reports that two Bay
Area men who run Advanced Estate Planning Consultants targeted
senior citizens for "worthless" but expensive advice, claiming
they could "pre-qualify" their victims "for Medi-Cal benefits," a
class action claims in Superior Court. Richard Holody, of San
Jose, and David Sherr offered a "free 'entitlement-planning
workshop,'" where they subjected victims to high-pressure sales
and a "coursebook" full of misrepresentations and omissions, the
class claims.
The named plaintiff, who is 65 or older, says Mr. Holody and
Mr. Sherr preyed on the fears of senior citizens.
"Defendants fraudulently told these seniors that defendants could
'pre-qualify' them for Medi-Cal benefits," the complaint states.
"In fact, it is not possible to 'pre-qualify' and individual for
Medi-Cal benefits, and in most cases these seniors either already
qualified without defendants' assistance or would never have
qualified without spending down significant portions of their
assets," according to the complaint.
Mr. Holody calls himself the president and owner of the company.
Neither he nor Mr. Sherr is licensed to practice law in
California, but they sell estate planning and legal advice,
according to the complaint.
The class claims the man have been doing this for at least 4
years, "engaging in the unauthorized practice of law."
According to the complaint:
Mr. Holody and Mr. Sherr used their "seminars" to pitch a "fool-
proof" method of qualifying seniors and promising to protect
their assets. They offered bogus statistics about the number of
seniors who end up in nursing homes and in need of long-term
benefits.
The named plaintiff says he spent more than $10,000 for the
"worthless or near worthless" service.
The complaint claims the defendants' "entitlement-planning
workshop" was "hosted by a law firm which specializes in estate
planning." The 16-page complaint does not identify the law firm.
But it says the "seminar" the lead plaintiff and his wife
attended was in Visalia, and the "Holody, Sherr, and AEPC" used
it "to convinced the seniors in attendance that they should
purchase 'entitlement planning' services from AEPC."
The class seeks restitution and punitive damages for negligence,
elder financial abuse, violations of consumer law, unfair
competition, and costs.
A copy of the Complaint in Erlewine v. Holody, et al., Case No.
1-10-CV-166736 (Calif. Super. Ct., Santa Clara Cty.), is
available at:
http://www.courthousenews.com/2010/03/23/EstatePlan.pdf
The Plaintiff is represented by:
Kathryn A. Stebner, Esq.
Sarah Colby, Esq.
STEBNER & ASSOCIATES
870 Market St., Suite 1212
San Francisco, CA 94102
Telephone: 415-362-9800
- and -
Robert S. Arns, Esq.
Jonathan E. Davis, Esq.
Steven R. Weinmann, Esq.
THE ARNS LAW FIRM
515 Folsom St., 3rd Floor
San Francisco, CA 94105
Telephone: 415-495-7800
BIMINI CAPITAL: Settles Consolidated Suit for $2.35 Million
-----------------------------------------------------------
Bimini Capital Management, Inc., has entered into an agreement to
settle a consolidated class suit for $2.35 million, according to
the company's March 15, 2010, Form 10-K filing with the U.S.
Securities and Exchange Commission for the year ended Dec. 31,
2009.
On Sept. 17, 2007, a complaint was filed in the U.S. District
Court for the Southern District of Florida by William Kornfeld
against Bimini Capital, certain of its current and former
officers and directors, Flagstone Securities, LLC and BB&T
Capital Markets alleging various violations of the federal
securities laws and seeking class action certification.
On Oct. 9, 2007, a complaint was filed in the U.S. District Court
for the Southern District of Florida by Richard and Linda Coy
against the company, certain of its current and former officers
and directors, Flagstone Securities, LLC and BB&T Capital Markets
alleging various violations of the federal securities laws and
seeking class action certification.
The cases have been consolidated, class certification has been
granted, and lead plaintiffs' counsel has been appointed.
The company filed a motion to dismiss the case on Dec. 22, 2008,
and plaintiffs have filed a response in opposition.
On Sept. 30, 2009, the court granted a partial motion to dismiss
and gave plaintiffs until Oct. 12, 2009 to file an amended
complaint.
The partial dismissal released defendants Flagstone Securities,
LLC, BB&T Capital Markets, Bimini Capital's former outside
directors and certain officers, as well as certain charges
contained in the original complaint.
Plaintiffs filed an amended complaint on Oct. 12, 2009 and on
Oct. 23, 2009 Bimini Capital filed an answer and affirmative
defenses to the amended complaint.
At a mediation held on Feb. 12, 2010, the parties reached a
tentative settlement of this matter for $2.35 million.
Bimini Capital has accrued approximately $0.5 million related to
the settlement which is the remainder of its $1.0 million
retention that it was required to pay under the terms of its
Directors and Officers insurance policy. The remainder of the
settlement and legal fees and costs associated with finalizing
the settlement will be paid by the D&O carrier.
The settlement is contingent upon the parties' executing a
written stipulation of settlement, presenting the settlement to
the Court for preliminary approval, providing notice to the Class
and an opportunity to opt out of the settlement, and receiving
final approval from the Court at a final fairness hearing. This
process is expected to take approximately 3 to 6 months. Bimini
Capital made no admission of liability in connection with the
settlement. If the settlement is not finalized, the class action
would continue. While Bimini Capital expects that this
settlement will be finalized and approved by the Court, there is
no guarantee that the settlement will be finalized. The failure
to finalize the settlement could have a material adverse impact
on the Bimini Capital.
Bimini Capital Management, Inc. -- http://www.biminicapital.com/
-- is primarily in the business of investing in mortgage-backed
securities. Bimini Capital is operating as a real estate
investment trust. Bimini Capital is focused to generate net
interest income from its portfolio of mortgage-backed securities,
which is the difference between the interest income the company
receives from mortgage-backed securities and the interest it pays
on the debt used to finance these investments, plus certain
administrative expenses. Its MBS portfolio consists of pass-
through certificates, collateralized mortgage obligations and
agency MBS derivatives.
CAPT. CHARLIE'S: Accused of Violating Fair Labor Standards Act
--------------------------------------------------------------
Courthouse News Service reports that Capt. Charlie's Seafood, of
Columbia, N.C., refused to reimburse legal immigrant workers for
their expenses and subjected them to other abuses, a class action
claims in Raleigh, N.C., Federal Court.
A copy of the Complaint in Landeros Covarrubias et al. v. Capt.
Charlie's Seafood, Inc. et al., Case No. 10-cv-00010 (E.D.N.C.)
(Fox, J.), is available at:
http://www.courthousenews.com/2010/03/23/ImmigLabor.pdf
The Plaintiffs are represented by:
Clermont L. Fraser, Esq.
Carol L. Brooke, Esq.
NORTH CAROLINA JUSTICE CENTER
P.O. Box 28068
Raleigh, NC 27611
Telephone: 919-856-2165
- and -
Katherine Lewis Parker, Esq.
AMERICAN CIVIL LIBERTIES UNION OF NORTH CAROLINA
LEGAL FOUNDATION
P.O. Box 28004
Raleigh, NC 27611
Telephone: 919-834-3466
- and -
Lenora M. Lapidus, Esq.
Ariela M. Migdal, Esq.
AMERICAN CIVIL LIBERTIES UNION FOUNDATION
125 Broad St.
New York, NY 10004
Telephone: 212-519-7861
CHORDIANT SOFTWARE: Being Sold for Too Little, Calif. Suit Says
---------------------------------------------------------------
Courthouse News Service reports that Chordiant Software is
selling itself too cheaply to Pegasystems, for $5 a share, or
$161.5 million, shareholders say in Santa Clara County Court,
Calif.
A copy of the Complaint in Suba v. Chordiant Software, Inc., et
al., Case No. 1-10-CV-166697 (Calif. Super. Ct., Santa Clara
Cty.), is available at:
http://www.courthousenews.com/2010/03/23/SCA.pdf
The Plaintiff is represented by:
Joseph E. White, III, Esq.
Lester R. Hooker, Esq.
SAXENA WHITE P.A.
2424 North Federal Highway, Suite 257
Boca Raton, FL 33431
Telephone: 561-394-3399
GETTY REALTY: Leemilt's Petroleum Unit Continues to Defend Suit
---------------------------------------------------------------
Getty Realty Corp.'s subsidiary, Leemilt's Petroleum Inc.,
continues to be a defendant in a suit alleging contamination of
ground water with methyl tertiary butyl ether.
In April 2003, Leemilt's Petroleum was named as a defendant,
along with Amoco Oil Co., BP Corporation North America, CITGO
Petroleum Corporation, Exxon Mobil Corp., Sunoco, Inc., Tosco
Corporation, Valero Energy Inc., and others, in a complaint
seeking class action classification, filed by three individuals,
on behalf of themselves and others similarly situated, in the New
York Supreme Court in Dutchess County, New York, arising out of
alleged contamination of ground water with methyl tertiary butyl
ether (a fuel derived from methanol, commonly referred to as
MTBE).
The company served an answer to the complaint in which it denied
liability and asserted affirmative defenses. The plaintiffs have
not responded to the company's answer and there has been no
activity in the case since it was commenced, according to the
company's March 16, 2010, Form 10-K filing with the U.S.
Securities and Exchange Commission for the year ended Dec. 31,
2009.
Getty Realty Corp. -- http://www.gettyrealty.com/-- is a real
estate investment trust (REIT) in the United States specializing
in the ownership and leasing of retail motor fuel and convenience
store properties and petroleum distribution terminals.
GLOBAL MED: Faces Amended Complaint Over Haemonetics Merger
-----------------------------------------------------------
Global Med Technologies, Inc., faces an amended complaint
relating to its planned merger with Haemonetics Corp., according
to the company's March 16, 2010, Form 10-K filing with the U.S.
Securities and Exchange Commission for the year ended Dec. 31,
2009.
On Jan. 31, 2010, Global Med, entered into an Agreement and Plan
of Merger with Haemonetics and Atlas Acquisition Corp., a wholly-
owned subsidiary of Haemonetics (Acquisition Sub).
CJC Action
On Feb. 9, 2010, a shareholder of Global Med, Carmelo J. Corica
filed a purported class action lawsuit against the company,
Acquisition Sub, Haemonetics, Michael I. Ruxin, M.D., Thomas F.
Marcinek, Sarah L. Eames, T. Kendall Hunt and Robert R. Gilmore.
The CJC Action alleges that the Individuals breached their
fiduciary duties to Global Med's stockholders and alleges that
the sales process was neither honest nor fair, that the price
offered is inadequate, and that the Merger Agreement contains
terms that discourage other bidders and constrained Global Med's
ability to solicit any other offers.
The CJC Action also alleges that Haemonetics and Global Med aided
and abetted such alleged breach. Based on these allegations, the
CJC Action seeks judgment that, among other relief:
(1) provides injunctive relief that preliminarily and
permanently enjoins the Offer;
(2) rescinds the Offer if it is consummated;
(3) directs the Defendants to account to Plaintiff Corica
and other members of the class for all damages and any
profits and other special benefits obtained by the
Defendants as a result of director defendants' breaches
of their fiduciary duties; and
(4) awards Plaintiff Corica the costs of the CJC Action,
including the fees and expenses of Plaintiff Corica's
attorneys and experts.
JFS Action
On Feb. 17, 2010, a shareholder of Global Med, Joseph F. Sham,
filed a purported class action lawsuit in the District Court
Jefferson County in Golden, Colorado, against the Defendants.
The JFS Action purports to be brought individually and on behalf
of all holders of Shares (other than the Defendants).
The JFS Action alleges, among other things, that the Individuals
breached their fiduciary duties to Global Med's shareholders,
that the bidding mechanism was inadequate, that the Individuals
failed to take reasonable steps to maximize the value realizable
for the Shares, and that the price offered is unconscionable,
unfair, and inadequate and constitutes unfair dealing.
The JFS Action also alleges that Acquisition Sub, Haemonetics and
Global Med aided and abetted such alleged breach. Based on these
allegations, the JFS Action seeks judgment that, among other
relief:
(1) provides injunctive relief against consummation of the
Merger Agreement;
(2) awards monetary and/or rescissory damages; and
(3) awards Plaintiff Sham the costs of the JFS Action,
including the fees and expenses of Plaintiff Sham's
attorneys and experts.
O'Brien Action
Also on Feb. 17, 2010, a shareholder of Global Med, Robert
O'Brien, filed a purported class action lawsuit in the District
Court Jefferson County in Golden, Colorado, against the
Defendants and Gerald Willman, Jr. (an officer of Global Med).
The O'Brien Action purports to be brought individually and on
behalf of all holders of Shares (other than the Defendants and
Mr. Willman). The O'Brien Action alleges, among other things,
that the sale of Global Med at the specified price is unfair and
inadequate to Global Med shareholders, that the Merger Agreement
contains terms that discourage other bidders from making
successful competing offers, that certain of the Individuals were
motivated to secure personal benefits, including employment
agreements and change in control benefits, and that the
Individuals breached their fiduciary duties in approving the
Merger.
The O'Brien Action also alleges that Acquisition Sub, Haemonetics
and Global Med aided and abetted such alleged breach. Based on
these allegations, the O'Brien Action seeks judgment that, among
other relief:
(1) provides injunctive relief against consummating the
Merger;
(2) directs the Individuals to exercise their fiduciary
duties to obtain a transaction providing the best
possible terms and consideration for Global Med's
shareholders; and
(3) awards Plaintiff O'Brien the costs of the O'Brien
Action, including the fees of Plaintiff O'Brien's
attorneys and experts.
Amended Complaint
On March 9, 2010, Plaintiff Corica, Plaintiff Sham and Plaintiff
O'Brien, having sought consolidation of the CJC Action, the Sham
Action and the O'Brien Action pending in the District Court of
Jefferson County in Golden, Colorado, jointly filed in each of
these three lawsuits an amended class action complaint against
the Defendants.
On March 10, 2010, the court entered an order consolidating the
three actions. The consolidated action is captioned Carmelo J.
Corica, Joseph F. Sham and Robert O'Brien v. Michael Ruxin et
al., Case Nos. 10CV673, 10CV801, 10CV802.
The Amended Complaint aggregates and restates the allegations and
causes of action of the CJC Action, the JFS Action and the
O'Brien Action. Additionally, the Consolidated Plaintiffs claim
that the Individuals breached their fiduciary duties to Global
Med's shareholders by failing to make allegedly material
disclosures to the shareholders in Global Med's Schedule 14D-9
concerning additional details underlying the fairness opinion of
St. Charles Capital, LLC delivered to Global Med and certain
background information.
Further, the Amended Complaint alleges that the Individuals
approved the proposed transaction in order to provide liquidity
to Global Med's largest stockholder. Based on these allegations,
the Amended Complaint seeks judgment that, among other relief:
(1) provides injunctive relief that preliminarily and
permanently enjoins the Offer;
(2) rescinds the Offer if it is consummated;
(3) directs the Defendants to account to the Plaintiff and
other members of the class for all damages and any
profits and other special benefits allegedly obtained
by the Defendants as a result of the Individuals'
alleged breaches of their fiduciary duties; and
(4) awards the Consolidated Plaintiffs the costs of the
action, including fees and expenses of the Consolidated
Plaintiffs' attorneys and experts. We believe that the
Amended Complaint is without merit and plan to
vigorously defend against it.
On March 10, 2010, the Consolidated Plaintiffs filed a motion
seeking a temporary restraining order to enjoin the Offer. The
Consolidated Plaintiffs claim that (1) without a temporary
restraining order there is a likelihood of irreparable harm to
the Consolidated Plaintiffs and no adequate remedy at law, (2)
the Consolidated Plaintffs have a substantial likelihood of
success on the merits, (3) the threatened injury to the
Consolidated Plaintiffs and other shareholders outweighs any
possible harm to Defendants, and (4) the granting of the
injunction will not disserve the public interest.
Global Med Technologies, Inc. -- http://www.globalmedtech.com/--
is a medical software company that develops regulated and non-
regulated products and services for the healthcare industry. The
company designs, develops, markets and supports information
management software products for blood banks, hospitals,
centralized transfusion centers and other health care related
facilities. Its products and their related components were
developed by its Wyndgate division and include: SafeTrace,
SafeTrace Tx, and its ElDorado product suite.
HARDINGE INC: New York Court Dismisses Lawsuit
----------------------------------------------
The U.S. District Court for the Western District of New York has
dismissed the putative class-action lawsuit against Hardinge
Inc., according to the company's March 15, 2010, Form 10-K filing
with the U.S. Securities and Exchange Commission for the year
ended Dec. 31, 2009.
On Oct. 28, 2008, a putative class-action lawsuit was filed in
the U.S. District Court for the Western District of New York
against the company and certain former officers.
This complaint, as amended, alleged that during the period from
Jan. 16, 2007 to Feb. 21, 2008, the defendants made misleading
statements and/or omissions relating to our business and
operating results in violation of the Federal securities laws.
On May 29, 2009, the company filed a motion to dismiss the
complaint.
By a decision and order dated Feb. 2, 2010, the Court dismissed
the class action lawsuit.
The plaintiff did not file a notice to appeal the Court's
dismissal of the lawsuit, and the time to appeal has expired.
Hardinge Inc. -- http://www.hardinge.com/-- is a designer,
manufacturer and distributor of machine tools, specializing in
precision computer numerically controlled metal-cutting machines.
The company supplies computer controlled metal-cutting turning
machines, grinding machines, vertical machining centers, and
accessories related to those machines. The company's wholly
owned subsidiaries include Canadian Hardinge Machine Tool, Ltd.,
Hardinge Technology Systems, Inc., Hardinge Machine Tools B.V.,
Hardinge China, Limited, Hardinge Holdings, GmbH, and Hardinge
Machine (Shanghai) Co., Ltd. Industries directly and indirectly
served by the company include aerospace, automotive, construction
equipment, defense, energy, farm equipment, medical equipment,
recreational equipment, telecommunications, and transportation.
The company has manufacturing facilities located in Chemung
County, New York; St. Gallen, Switzerland; Biel, Switzerland; Nan
Tou City, Taiwan; and Shanghai, People's Republic of China.
IMPAC MORTGAGE: Continues to Defend "Gilmor" Suit
-------------------------------------------------
Impac Mortgage Holdings, Inc., continues to defend a complaint
captioned Michael P. and Shellie Gilmor v. Preferred Credit
Corporation and Impac Funding Corporation, et al.
The suit was filed on June 27, 2000, in the Circuit Court for
Clay County, Missouri, as a purported class action lawsuit
alleging that the defendants violated Missouri's Second Loans Act
and Merchandising Practices Act.
In July 2001, the Missouri complaint was amended to include IMH
and other Impac-related entities. A plaintiffs class was
certified on Jan. 2, 2003. On Jan. 27, 2006, the company filed
pleadings in response to the Sixth Amended Complaint, including
motions to dismiss. No opposition has yet been filed by the
Plaintiffs.
No further updates were reported in the company's March 16, 2010,
Form 10-K filing with the U.S. Securities and Exchange Commission
for the year ended Dec. 31, 2009.
Impac Mortgage Holdings, Inc. is a Maryland corporation
incorporated in August 1995 and has the following subsidiaries:
IMH Assets Corp., Impac Warehouse Lending Group, Inc., and Impac
Funding Corporation, together with its wholly-owned subsidiaries
Impac Secured Assets Corp., Impac Commercial Capital Corporation.
IMPAC MORTGAGE: Continues to Defend "Baker" Complaint in MO
-----------------------------------------------------------
Impac Mortgage Holdings, Inc., continues to defend a complaint
captioned James and Jill Baker v. Century Financial Group, Inc,
et al.
The suit was filed on Feb. 3, 2004, in the Circuit Court of Clay
County, Missouri, as a purported class action lawsuit alleging
that the defendants violated Missouri's Second Loan Act and
Merchandising Practices Act. An Answer was filed on March 7,
2005 and limited discovery has taken place since then.
No further updates were reported in the company's March 16, 2010,
Form 10-K filing with the U.S. Securities and Exchange Commission
for the year ended Dec. 31, 2009.
Impac Mortgage Holdings, Inc. is a Maryland corporation
incorporated in August 1995 and has the following subsidiaries:
IMH Assets Corp., Impac Warehouse Lending Group, Inc., and Impac
Funding Corporation, together with its wholly-owned subsidiaries
Impac Secured Assets Corp., Impac Commercial Capital Corporation.
IMPAC MORTGAGE: Motion to Dismiss "Searcy" Suit Still Pending
-------------------------------------------------------------
Impac Mortgage Holdings, Inc.'s motion to dismiss a complaint
captioned Deborah Searcy, Shirley Walker, et al. v. Impac Funding
Corporation, Impac Mortgage Holdings, Inc. et. al., remains
pending.
The suit was filed on Oct. 2, 2001, in the Wayne County Circuit
Court, State of Michigan, as a purported class action lawsuit
alleging that the defendants violated Michigan's Secondary
Mortgage Loan Act, Credit Reform Act and Consumer Protection Act.
A motion to dismiss an amended complaint has been filed, but not
yet ruled upon.
No further updates were reported in the company's March 16, 2010,
Form 10-K filing with the U.S. Securities and Exchange Commission
for the year ended Dec. 31, 2009.
Impac Mortgage Holdings, Inc. is a Maryland corporation
incorporated in August 1995 and has the following subsidiaries:
IMH Assets Corp., Impac Warehouse Lending Group, Inc., and Impac
Funding Corporation, together with its wholly-owned subsidiaries
Impac Secured Assets Corp., Impac Commercial Capital Corporation.
IMPAC MORTGAGE: Appeal on Dismissal of "Pittleman" Suit Pending
---------------------------------------------------------------
The appeal of the plaintiffs on the dismissal of a third amended
complaint against Impac Mortgage Holdings, Inc., remains pending.
On Aug. 17, 2007, a purported class action matter was filed in
the U.S. District Court, Central District of
California, against IMH and several of its senior officers
entitled Sheldon Pittleman v. Impac Mortgage Holdings, Inc., et
al.
The action alleges against all defendants violations of Section
10(b) and 10b-5 of the Securities Exchange Act of 1934 and
against the individual defendants violations of Section 20(a) of
the Exchange Act. Plaintiffs contend that the defendants caused
the company's stock to trade at artificially inflated prices
through false and misleading statements and intentional or
reckless disregard of basic accounting principles.
The complaint seeks compensatory damages for all damages
sustained as a result of the defendants' actions, including
reasonable costs and expenses and other relief as the court may
deem proper.
On Oct. 3, 2007, a similar case was filed in the same Court
entitled Richard Abrams v. Impac Mortgage Holdings, Inc., et al.
This action makes allegations similar to those in the Pittleman
action and also seeks similar recovery.
These matters were consolidated with lead counsel appointed by
the court.
A Consolidated Complaint captioned Sheldon Pittleman v. Impac
Mortgage Holdings, Inc., et al was filed on Jan. 8, 2008.
A motion to dismiss was filed by the defendants on March 10, 2008
and that motion was granted.
On Oct. 27, 2008, a Third Amended Complaint was filed, and on
Dec. 15, 2008, the defendants filed a motion to dismiss, which
the court sustained without leave to amend on March 10, 2009.
On April 7, 2009, the plaintiffs filed a Notice of Appeal of the
Order Granting the Motion to Dismiss With Prejudice and the
Judgment thereon. That appeal is still pending.
No further updates were reported in the company's March 16, 2010,
Form 10-K filing with the U.S. Securities and Exchange Commission
for the year ended Dec. 31, 2009.
Impac Mortgage Holdings, Inc. is a Maryland corporation
incorporated in August 1995 and has the following subsidiaries:
IMH Assets Corp., Impac Warehouse Lending Group, Inc., and Impac
Funding Corporation, together with its wholly-owned subsidiaries
Impac Secured Assets Corp., Impac Commercial Capital Corporation.
LODGIAN INC: Faces Amended Complaint in Georgia over Merger Deal
----------------------------------------------------------------
Lodgian, Inc., faces an amended complaint in Georgia relating to
its planned merger with LSREF Lodging Investments, LLC, according
to the company's March 16, 2010, Form 10-K filing with the U.S.
Securities and Exchange Commission for the year ended Dec. 31,
2009.
On Jan. 22, 2010, Lodgian, LSREF Lodging Investments, LLC,
(Purchaser), and LSREF Lodging Merger Co., Inc., an affiliate of
Purchaser (Merger Sub), entered into an Agreement and Plan of
Merger, pursuant to which Merger Sub will be merged with and into
Lodgian, with Lodgian being the surviving corporation and
continuing its separate existence under the laws of the State of
Delaware.
On Jan. 26, 2010, a putative class action was commenced in the
Superior Court of Fulton County, Georgia against the company,
each of its directors, Purchaser and Merger Sub alleging that the
company's board of directors breached their fiduciary duties to
stockholders in approving and adopting a merger agreement that
allegedly contains preclusive deal protection measures and unfair
merger consideration.
The complaint further alleges that the company, Purchaser and
Merger Sub aided and abetted our board of directors in allegedly
breaching their fiduciary duties.
On Feb. 23, 2010, the plaintiff amended his complaint to add
claims that the members of the company's board breached their
duties of disclosure by allegedly failing to disclose certain
matters in the Schedule 14A Preliminary Proxy. The amended
complaint seeks to enjoin the completion of the merger, an award
of unspecified monetary damages and to recover certain costs
incurred by the plaintiff.
Lodgian, Inc. -- http://www.lodgian.com/-- is an independent
owner and operator of full-service hotels in the United States.
The company operates substantially all of its hotels under
brands, such as Crowne Plaza, Four Points by Sheraton, Hilton,
Holiday Inn, Marriott and Wyndham.
LODGIAN INC: Faces Suit by UCC over its Planned Merger
------------------------------------------------------
Lodgian, Inc., faces a suit filed by United Capital Corp. against
the company, relating to its planned merger with LSREF Lodging
Investments, LLC, according to the company's March 16, 2010, Form
10-K filing with the U.S. Securities and Exchange Commission for
the year ended Dec. 31, 2009.
On Jan. 22, 2010, Lodgian, LSREF Lodging Investments, LLC,
(Purchaser), and LSREF Lodging Merger Co., Inc., an affiliate of
Purchaser (Merger Sub), entered into an Agreement and Plan of
Merger, pursuant to which Merger Sub will be merged with and into
Lodgian, with Lodgian being the surviving corporation and
continuing its separate existence under the laws of the State of
Delaware.
On Jan. 29, 2010, a putative class action was commenced in the
Court of Chancery of the State of Delaware by United Capital
Corp. against the company, each of its directors, Purchaser,
Merger Sub and Lone Star Funds, alleging that the company's board
of directors breached their fiduciary duties to our stockholders
by allegedly failing to obtain the highest price available for
its stockholders, failing to adequately shop the company and
approving and adopting a merger agreement that allegedly contains
preclusive deal protection measures.
The complaint further alleges that Lone Star Funds aided and
abetted our board of directors in allegedly breaching their
fiduciary duties. The complaint seeks to enjoin the completion
of the merger, an order compelling the board of directors to
undertake a new sale process, an award of unspecified monetary
damages and costs of litigation.
In other papers filed with the Court, United Capital Corp. has
asserted that it desires to make a bid for the company but has
not done so because of the allegedly preclusive deal protection
measures contained in the merger agreement.
Lodgian, Inc. -- http://www.lodgian.com/-- is an independent
owner and operator of full-service hotels in the United States.
The company operates substantially all of its hotels under
brands, such as Crowne Plaza, Four Points by Sheraton, Hilton,
Holiday Inn, Marriott and Wyndham.
MOUNTAIRE FARMS: Accused in Del. Suit of Not Paying Overtime
------------------------------------------------------------
Courthouse News Service reports that twenty-one chicken catchers
say Mountaire Farms, of Wilmington, Del., stiffed them for
overtime and violated other labor laws, in a class action in
Delaware Federal Court.
A copy of the Complaint in Allen, et al. v. Mountaire Farms,
Inc., et al., Case No. 10-cv-00232 (D. Del.), is available at:
http://www.courthousenews.com/2010/03/23/ChickenCatchers.pdf
The Plaintiffs are represented by:
Jeffrey K. Martin, Esq.
MARTIN & ASSOCIATES, P.A.
1508 Pennsylvania Ave.
Wilmington, DE 19806
Telephone: 302-777-4680
NOVATEL WIRELESS: Class Certification Hearing Set for April
-----------------------------------------------------------
A hearing on the lead plaintiffs' a motion for class
certification in a consolidated complaint against Novatel
Wireless, Inc., is set for April 2010, according to the
company's March 16, 2010, Form 10-K/A filing with the U.S.
Securities and Exchange Commission for the year ended Dec. 31,
2009.
On Sept. 15, 2008, and Sept. 18, 2008, two putative securities
class action lawsuits were filed in the U.S. District Court for
the Southern District of California on behalf of persons who
allegedly purchased the company's stock between Feb. 5, 2007 and
Aug. 19, 2008.
On Dec. 11, 2008, these lawsuits were consolidated into a single
action entitled Backe v. Novatel Wireless, Inc., et al. , Case
No. 08-CV-01689-H (RBB) (Consolidated with Case No. 08-CV-01714-H
(RBB)) (U.S.D.C., S.D. Cal.).
The plaintiffs filed the consolidated complaint on behalf of
persons who allegedly purchased the company's stock between Feb.
27, 2007 and Nov. 10, 2008. The consolidated complaint names the
company and certain of its current and former officers as
defendants.
The consolidated complaint alleges generally that the company
issued materially false and misleading statements during the
relevant time period regarding the strength of the company's
products and market share, its financial results and its internal
controls. The plaintiffs are seeking an unspecified amount of
damages and costs.
The court has denied defendants' motions to dismiss. In January
2010, the lead plaintiffs filed a motion for class certification,
which is scheduled to be heard in April 2010.
Discovery in this case is ongoing.
Novatel Wireless, Inc. -- http://www.novatelwireless.com/-- is a
provider of wireless broadband access solutions for the worldwide
mobile communications market. The company's range of products
includes third-generation (3G) wireless personal computer (PC)
card and ExpressCard modems, embedded modems, universal serial
bus (USB) modems and other fixed-mobile convergence (FMC),
solutions and communications software for wireless network
operators, infrastructure providers, distributors, original
equipment manufacturers (OEMs), and vertical markets worldwide.
Through the integration of its hardware and software, its
products are designed to operate on a majority of global wireless
networks, and provide mobile subscribers with secure and
convenient high-speed access to corporate, public and personal
information through the Internet and enterprise networks.
Novatel Wireless also offers software engineering, integration
and design services to its customers to facilitate the use of its
products.
PAPANGGO: Indonesian Court Rejects Eviction-Related Class Action
----------------------------------------------------------------
Hasyim Widhiarto at The Jakarta Post reports that the North
Jakarta District Court rejected Tuesday a class action submitted
by ex-residents of Papanggo, North Jakarta, against their
eviction last year, saying that the local administration had
followed necessary procedure.
"Prior to the eviction day, the mayor of North Jakarta issued
three letters informing residents of the eviction," presiding
judge Siti Farida said.
"So, there was actually an attempt to make the eviction known to
them [the residents]."
In May last year, residents of Papanggo filed a class action
against North Jakarta municipality after they were evicted to
make way for the establishment of BMW park.
During the eviction, North Jakarta public order officers burned
down houses belonging to residents who had been living in the
area for more than 10 years. Some 347 households were affected.
In their class action, the residents asked the municipality to
pay for their material losses of almost Rp 8 billion
(US$880,000).
REPROS THERAPEUTICS: Faces Proellex-Related Suit in Texas
---------------------------------------------------------
Repros Therapeutics Inc. faces a consolidated class action
complaint related to its Proellex(R) drug, according to the
company's March 15, 2010, Form 10-K filing with the U.S.
Securities and Exchange Commission for the year ended Dec. 31,
2009.
On Aug. 7, 2009, R.M. Berry filed a putative class action lawsuit
naming the company, Joseph Podolski, Paul Lammers, and Louis
Ploth, Jr. as defendants.
The lawsuit is pending in the U.S. District Court for the
Southern District of Texas, Houston Division.
The lawsuit, styled R.M. Berry, on Behalf of Himself and all
Others Similarly Situated v. Repros Therapeutics, Inc., Joseph
Podolski, Paul Lammers, and Louis Ploth, Jr., alleges that the
defendants made certain misleading statements related to the
company's Proellex(R) drug.
Among other claims, the lawsuit contends that the defendants
misrepresented the side effects of the drug related to liver
function, and the risk that these side effects could cause a
suspension of clinical trials of Proellex(R). The lawsuit seeks
to establish a class of shareholders allegedly harmed by the
misleading statements, and asserts causes of action under the
Securities Exchange Act of 1934.
On Aug. 14, 2009, a lawsuit making similar allegations and naming
the same defendants was also filed in the U.S. District Court for
the Southern District of Texas. This suit is styled Josephine
Medina, Individually and On Behalf of all Others Similarly
Situated v. Repros Therapeutics, Inc., Joseph Podolski, Paul
Lammers, and Louis Ploth, Jr.
On Sept. 25, 2009, a lawsuit also making allegations similar to
those in the Berry action, and naming the same defendants, was
filed in the U.S. District Court for the Southern District of
Texas. The lawsuit is styled Shane Simpson, Paul Frank and
Clayton Scobie, on Behalf of Themselves and all Others Similarly
Situated v. Repros Therapeutics, Inc., Joseph Podolski, Paul
Lammers, and Louis Ploth, Jr.
The lawsuits have now been consolidated, and lead plaintiffs
appointed.
On Jan. 27, 2010, the lead plaintiffs filed a Consolidated Class
Action Complaint styled In re Repros Therapeutics, Inc.
Securities Litigation, Civil Action No. 09 Civ. 2530 (VDG). The
lawsuit names Repros Therapeutics, Inc., Joseph Podolski, Paul
Lammers, and Louis Ploth, Jr. as defendants.
The allegations in the Consolidated Class Action Complaint are
substantially the same as those contained in the prior
complaints, and focus on the claim that the defendants
deliberately withheld information concerning the negative side-
effects of Proellex(R) related to liver function.
Plaintiffs seek to establish a class action for all persons who
"purchased or otherwise acquired Repros common stock between July
1, 2009, and Aug. 2, 2009."
No discovery has yet occurred in the matter, and defendants
intend to file a motion to dismiss the Consolidated Class Action
Complaint.
Repros Therapeutics Inc. -- http://www.reprosrx.com/-- is a
development-stage biopharmaceutical company focused on the
development of oral small molecule drugs for unmet medical needs.
REVLON INC: Berger & Montague Named Lead Counsel in D. Del. Suit
----------------------------------------------------------------
The law firm of Berger & Montague, P.C. has been appointed Lead
Counsel on behalf of Lead Plaintiff, John Garofalo, by Chief
Judge Gregory M. Sleet of the District of Delaware in the
Garofalo v. Revlon, Inc. class action. Plaintiffs will be
represented by:
Lawrence Deutsch, Esq.
Robin Switzenbaum, Esq.
Russell D. Paul, Esq.
BERGER & MONTAGUE, P.C.
1622 Locust Street
Philadelphia, PA 19103
Telephone: 1-800-424-6690
E-mail: ldeutsch@bm.net
rswitzenbaum@bm.net
rpaul@bm.net
The case seeks to certify a class that includes all shareholders
who tendered their shares for conversion to preferred stock
pursuant to Revlon's Exchange Offer of September 24, 2009.
The complaint alleges that Revlon and certain of its officers,
directors and controlling shareholders violated the federal
securities laws by withholding material information from those
persons who tendered their shares into Revlon's September 24,
2009 Exchange Offer, pursuant to which Revlon offered to exchange
each outstanding share of its Class A common stock for one share
of a newly issued series of Revlon Preferred Stock.
Following the October 8, 2009, consummation of the Exchange
Offer, pursuant to which the members of the Class tendered
9,336,905 shares of Revlon Class A common stock for shares of
Series A Preferred, Revlon announced stellar financial results
for its quarter ended September 30, 2009, causing the Company's
Common Stock price to rise by over 300%.
The complaint further alleges that despite the fact that the
Exchange Offer closed only a week after Revlon's Third Quarter
2009, its stockholders were not provided with material
information about the Company's expected positive results
possessed by defendants. The tendering stockholders were
entitled to receive such critical information before deciding
whether to exchange their Common Stock. Plaintiff seeks damages
on behalf of a class for the losses they suffered as a result of
defendants' non-disclosure of material facts and breaches of
their fiduciary duties. Plaintiff is seeking remedies under
section 14(a) and 20(a) of the Securities Exchange Act of 1934
(the "Exchange Act"), and Rule 14a-9 promulgated thereunder by
the SEC, and under Delaware state law.
In Garofalo v. Revlon Inc., et al., Case No. 09-cv-01008 (D.
Del.) (Sleet, J.):
-- Individual Defendants Alan S. Bernikow, Paul J. Bohan, Meyer
Feldberg, Ann D. Jordan, Debra L. Lee, Tamara Mellon, Kathi
P. Seifers and Kenneth L. Wolfe are represented by:
Riymond J. DiCamillo, Esq.
Kevin M. Gallagher, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 North King Street
Wilmington, DE 19801
Telephone: 302-651-7700
-- Individual Defendants Alan T. Ennis and David L. Kennedy,
and Revlon, Inc., are represented by:
Thomas J. Allingham, Esq.
Alyssa M. Schwartz, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
One Rodney Square
P.O. Box 636
Wilmington, DE 19899
Telephone: 302-651-3000
-- Individual Defendants Ronald O. Perelman and Barry O.
Schwartz, and MacAndrews & Forbes Holdings, Inc., are
represented by:
Andre G. Bouchard, Esq.
BOUCHARD MARGULES & FRIEDLANDER, P.A.
222 Delaware Avenue, Suite 1400
Wilmington, DE 19801
Telephone: 302-573-3500
SECURITIES AMERICA: Sued in Nebraska for Alleged Ponzi Scheme
-------------------------------------------------------------
Timothy Williams at Courthouse News Service reports that
Securities America, a subsidiary of Ameriprise Financial, ran a
$700 million Ponzi scheme in promissory notes, investors say in a
federal class action. The class claims Securities America
ignored repeated warnings from its advisers to disclose the
truth, and claimed that providing risk information to its own
brokers and investors would "be a bad thing."
Lead plaintiff, the Zinner Family Trust, filed on behalf of all
Securities America investors who bought notes from any of three
Medical Capital Corps. or "Med Cap" special purpose corporations
from 2004-2008. The Zinners say the Med Cap notes they bought
for $768,000 are now worthless.
"Securities America sold over $680 million in Med Cap notes in
what turned out to be a $2.0 billion Ponzi scheme," the complaint
states. "Today, $358 million of those notes are in default; the
United States Securities & Exchange Commission has filed a civil
action against Med Cap and its officials; a receiver has been
appointed to recover assets; and most recently, Massachusetts
Securities Division deposed form officials from defendant
Securities America's due diligence committee and reviewed
hundreds of documents that Securities America produced. That
culminated in the Massachusetts complaint and its revealing a
shocking course of conduct by defendants that has left investors
like Zenner [sic] with crippling losses."
When Securities America's due diligence advisers reported that
there were material risks with the investments, the company
"blindly accepted" Med Cap explanations that due diligence
advisers called "BS," according to the complaint.
Thomas Cross, head of sales and due diligence committee chairman,
testified in a previous, related case that providing information
on the risks of investing in Med Cap notes to Securities
America's brokers and investors would "be a bad thing," the
complaint states.
Under the control of Minneapolis-based Ameriprise Financial, and
its wholly owned subsidiary Securities America Financial Corp.,
Securities America acted as a statutory underwriter to sell $697
million of securities issued by Tustin, Calif., medical
receivables company Med Cap, according to the complaint.
The class claims that Med Cap was a $2 billion Ponzi scheme, the
subject of a 2009 SEC civil action and a Massachusetts
enforcement action. A company official called Securities
America, based in La Vista, Neb., one of the largest distributors
of Med Cap notes, according to the complaint.
The class claims Securities America failed to address
recommendations raised in reports by its due diligence advisers
as early as 2003, and withheld the reports from its brokers who
sold the notes, and from investors.
Securities America also ignored its advisers' warnings about Med
Cap's misleading Private Placement Memoranda, but circulated the
misleading memoranda, the class says.
It claims that the company was warned in 2005 by due diligence
adviser RTA Financial Analysis that Med Cap -- as in a classic
Ponzi scheme -- "may use some of the offering proceeds to pay
interest [or] repay principal."
Also in 2005, advisers allegedly expressed grave concern about
Med Cap's lack of audited financial statements and its reluctance
to have an independent auditor produce such reports.
The class claims that one Med Cap entity often sold receivables
to another, and in each subsequent transaction Med Cap paid more
for the same receivable, despite its becoming increasingly stale
and losing value. The plaintiffs say this act and others like it
set "[a] shocking course of conduct by defendant that has left
investors like Zinner with crippling losses."
When made aware that Med Cap did not comply with generally
accepted accounting principles, Securities America allegedly
refused to act at its advisers' urging and review Med Cap's bank
statements or tax returns for solvency and profitability.
The Zinners seek damages for statutory and common law violations
and for the dividends they are owed.
A copy of the Complaint in Zinner, et al. v. Securities America,
et al., Case No. 10-cv-03051 (D. Neb.), is available at:
http://www.courthousenews.com/2010/03/23/NebraskaPonzi.pdf
The Plaintiffs are represented by:
Gail Boliver, Esq.
BOLIVER & BIDWELL
8712 Dodge Rd., Suite 400
Omaha, NE 68114
Telephone: 888-738-7816
- and -
Jeffrey R. Sonn, Esq.
Scott L. Adkins, Esq.
SONN & EREZ, PLC
500 East Broward Blvd., Suite 1600
Fort Lauderdale, FL 33394
Telephone: 954-763-4700
SOCIETE DE TRANSPORT: Quebec Sup. Ct. Certifies Passenger Class
---------------------------------------------------------------
News Talk Radio CJAD reports that Quebec's Superior court gave a
green light to a class action lawsuit against Societe de
transport de Montreal, Montreal's Transport Society or STM,.for
when the maintenance workers went on strike back in 2007.
The May strike was carried out over four days (they were
demanding better pay) and all but paralysed the city.
Bus and metro lines were only in operations during peak hours.and
affected hundreds of thousands of Montrealers who bought monthly
passes.
The Class Members are requesting a refund of 12.9%, plus $50 in
damages.
To participate in the action, citizens are invited to register at
http://www.recourscollectif.info/
At that time, the STM offered a discount of 5.2% for holders of
monthly tickets.
Even today, it considers the compensation adequate.
According to court documents less than 20% of monthly cardholders
made themselves available for this offer.
This class action is led by Belleau Lapointe, LLP.
UNITED WESTERN: "Richoz" Lawsuit in Illinois Dismissed
------------------------------------------------------
A suit captioned William R. and Carolyn Richoz, et al. v. United
Western Trust Company f/k/a Sterling Trust and United Western
Bancorp, Inc., has been dismissed, according to United Western
Bancorp, Inc.'s March 15, 2010, Form 10-K filing with the U.S.
Securities and Exchange Commission for the year ended Dec. 31,
2009.
In October of 2009, plaintiffs filed an amended class action
complaint in the U.S. District Court for the Northern District of
Illinois, Eastern Division, against United Western Trust Company
f/k/a Sterling Trust and United Western Bancorp, Inc.
The plaintiffs allege that they were damaged when they invested
proceeds from their self-directed individual retirement accounts
with InvestForClosures and other related entities using UW Trust
Company as custodian for such investments.
Plaintiffs claim UW Trust Company breached its fiduciary duties
owed to plaintiffs as custodian of individual retirement accounts
set up through UW Trust Company by plaintiffs. Plaintiffs also
allege that UW Trust Company knew that these investment were part
of a Ponzi scheme to defraud investors, that UW Trust Company's
actions violated the Texas Securities Act, Illinois securities
laws and the Illinois Consumer Fraud Act and that UW Trust was
unjustly enriched in excess of $5 million, should pay
compensatory damages of $5 million and exemplary damages in the
amount of $20 million.
On Dec. 28, 2009, the parties filed a stipulation with the court
voluntarily dismissing the action without prejudice.
United Western Bancorp, Inc. -- http://www.uwbancorp.com/-- is a
unitary thrift holding company. The company, through its
principal subsidiary, United Western Bank is focused on expanding
its community-based network across Colorado's Front Range market
and mountain communities. The Colorado Front Range area spans
the eastern slope of Colorado's Rocky Mountains, from Pueblo to
Fort Collins, and includes the metropolitan Denver marketplace,
as well as certain mountain communities. During the year ending
Dec. 31, 2008, the company had seven full service banking
locations in the metropolitan Denver marketplace and a loan
production office servicing the Aspen and Roaring Fork Valley
market areas.
UNITED WESTERN: Faces Second Amended "Hunter" Complaint
-------------------------------------------------------
United Western Bancorp, Inc., faces a second amended complaint on
behalf of those who lost substantial sums of money entrusted to
qualified intermediaries, one of which was an individual named
Edward Okun, according to the company's March 15, 2010, Form 10-K
filing with the U.S. Securities and Exchange Commission for the
year ended Dec. 31, 2009.
The Bank received a class action complaint styled Anita Hunter
et. al. v. Citibank, N.A. et al. including United Western Bank,
in July of 2009 brought by seven named plaintiffs on behalf of a
class of approximately 330 similarly situated people residing
throughout the United States, each of whom lost substantial sums
of money (Exchange Funds) entrusted to seven qualified
intermediaries (QIs) to facilitate their respective Internal
Revenue Code Section 1031 Exchanges.
According to the complaint, the QIs were controlled by an
individual named Edward Okun and certain other individuals who
would gain access to the Exchange Funds and convert the Exchange
Funds for their own use for personal gain.
The plaintiffs seek class certification for all similarly
situated plaintiffs who lost Exchange Funds when they placed such
funds using the QIs. One of the QIs maintained accounts at the
Bank for the purpose of holding Exchange Funds.
With respect to plaintiffs' claims against the Bank, plaintiffs
alleged, among other things, that the Bank knowingly aided and
abetted breaches of fiduciary duties by Mr. Okun by facilitating
wire transfers of Exchange Funds from accounts at the QI at the
Bank to accounts controlled by Mr. Okun and his related entities
at other financial institutions.
On Oct. 2, 2009, the Bank filed a Motion to Dismiss with the
court requesting the court to dismiss all plaintiffs' claims
against the Bank since the Bank successfully initiated the QI's
wire transfers, and therefore, the Bank cannot be held liable
under U.C.C. Article 4-A.
On Feb. 3, 2010, the court granted the Bank's Motion to Dismiss
agreeing with the Bank that the Bank cannot be held liable under
U.C.C. Article 4-A; and furthermore, that all common law claims
against the Bank are preempted by U.C.C Article 4-A. While the
court dismissed the Bank from the action, it granted the
plaintiffs with leave to amend the complaint.
On March 3, 2010, the plaintiffs filed a second amended complaint
with the court against the Bank and other defendants, making
these allegations specifically against the Bank:
(i) aiding and abetting a breach of fiduciary duty by means
of non-electronic transfers;
(ii) aiding and abetting fraud by means of non-electronic
transfers;
(iii) aiding and abetting fraud;
(iv) conversion and aiding and abetting conversion by means
of non-electronic transfers;
(v) conversion;
(vi) aiding and abetting a conversion;
(vii) contractual interference;
(viii) negligence and
(ix) violations of U.C.C. Article 4-A.
United Western Bancorp, Inc. -- http://www.uwbancorp.com/-- is a
unitary thrift holding company. The company, through its
principal subsidiary, United Western Bank is focused on expanding
its community-based network across Colorado's Front Range market
and mountain communities. The Colorado Front Range area spans
the eastern slope of Colorado's Rocky Mountains, from Pueblo to
Fort Collins, and includes the metropolitan Denver marketplace,
as well as certain mountain communities. During the year ending
Dec. 31, 2008, the company had seven full service banking
locations in the metropolitan Denver marketplace and a loan
production office servicing the Aspen and Roaring Fork Valley
market areas.
WELLPOINT INC: Accused in Ill. of Deceptive Business Practices
--------------------------------------------------------------
Joe Harris at Courthouse News Service reports that WellPoint
illegally manipulated its takeover of RightCHOICE to maximize its
profits, a class action claims in Madison County Court. The
class claims WellPoint sheared off the smaller and less-
profitable Illinois RightCHOICE policyholders by forcing them to
reapply for worse policies with higher premiums, forcing them
onto unsustainable policies, or losing their coverage altogether.
WellPoint obtained approval for the takeover from regulators by
assuring them that there was no plan to materially change
RightCHOICE's Illinois operations, the class claims.
But named plaintiffs Charlotte Phillips and Bob Myrick says
WellPoint acquired RightCHOICE to get its profitable Missouri
Blue Cross business, then shut down RightCHOICE's Illinois
operations.
That forced Illinois RightCHOICE policyholders to reapply as
strangers for coverage by WellPoint's Unicare subsidiary, to be
automatically converted to Unicare policy with fewer benefits but
at least a 250 percent premium increase, or to forgo coverage
entirely.
The class consists of all Illinois residents who were covered by
RightCHOICE health insurance before WellPoint's takeover and were
adversely affected by the shutdown of RightCHOICE's Illinois
operations.
It seeks damages for consumer fraud and deceptive business
practices and restoration of previous insurance coverage.
Defendants include WellPoint, Unicare Health Insurance and two
affiliates, RightCHOICE Insurance Co. and RightCHOICE Managed
Care.
A copy of the Complaint in Phillips, et al. v. WellPoint Inc., et
al., Case No. 10L303 (Ill. Cir. Ct., Madison Cty.), is available
at:
http://www.courthousenews.com/2010/03/23/WellPoint.pdf
The Plaintiffs are represented by:
Mark C. Goldenberg, Esq.
Thomas P. Rosenfeld, Esq.
GOLDENBERG HELLER ANTOGNOLI & ROWLAND, P.C.
2227 S. State Route 157
P.O. Box 959
Edwardsville, IL 62025
Telephone: 618-656-5150
- and -
Clinton A. Krislov, Esq.
Kenneth Goldstein, Esq.
KRISLOV & ASSOCIATES, LTD.
20 North Wacker Dr., Suite 1350
Chicago, IL 60606
Telephone: 312-606-0500
- and -
Robert C. Wilson, Esq.
LAW OFFICES OF ROBERT C. WILSON
117 W. Poplar St.
Harrisburg, IL 62946
Telephone: 618-252-1776
- and -
Jeffrey Friedman, Esq.
THE LAW OFFICE OF JEFFREY FRIEDMAN
120 St. State St.
Chicago, IL 60603
Telephone: 312-357-1431
WHITESTONE SECURITY: Sued for Unfair Vehicle Booting Practices
--------------------------------------------------------------
WZVN-HD Channel 7 in Florida reports that a Fort Myers law firm
has filed a class-action lawsuit against a local security company
for unfair vehicle booting practices.
Shane Tucker says he was in the wrong place at the wrong time
when Whitestone Security booted his truck a few months ago while
visiting a friend in a Cape Coral community.
"I thought it was a joke. I was getting ready to cut it off,
because I thought it was a joke," he said.
But it wasn't a joke, and it cost him $160 to get the boot off.
Whitestone booted him for parking in the grass, against the
homeowner association's rules.
Mr. Tucker is part of a class action lawsuit that claims
Whitestone's booting fines are "illegal" and "nothing more than a
profit enhancer."
Last year, Collier County received so many booting complaints,
most of them about Whitestone; it capped booting fines to $25.
Ernest Aviles, a former Whitestone employee, claims his boss told
him to then focus booting in Lee County.
"He says we're not going to be booting in Collier County anymore,
because they passed a $25 fine. We can't work on that amount of
money. I want to you come up here, and I want you to kill Lee
County. I mean, I want you to hit them hard," said Aviles.
Whitestone denied that claim in February.
"No, that did not happen," said Brian Mayberry, with Whitestone's
business development.
Joel Schrock has had a boot on his car since January, not for
parking incorrectly, but for an expired tag. Mr. Schrock can
afford to pay, but he won't out of principal.
"They don't have the law to do that," he said.
His community, Manor at Morton Grove, stopped using Whitestone
after residents complained the company booted for things not it
its homeowner's association's set of rules.
Whitestone declined to react to the lawsuit, but previously told
us it only enforces rules set by homeowner's associations.
The state of Florida has an open investigation into Whitestone,
after some residents claimed the company booted vehicles for
having expired license plates.
Whitestone says it is not aware of any investigation.
YOUBET.COM: Enters MOU to Settle Suits Over Churchill Merger
------------------------------------------------------------
Youbet.com, Inc., has entered into a memorandum of understanding
to settle suits over its planned merger with Churchill Downs,
Inc., according to the company's March 15, 2010, Form 10-K filing
with the U.S. Securities and Exchange Commission for the year
ended Dec. 31, 2009.
On Nov. 11, 2009, the company entered into an Agreement and Plan
of Merger with Churchill, Tomahawk Merger Corp., a wholly owned
subsidiary of Churchill Downs (Merger Corp), and Tomahawk Merger
LLC, a wholly owned subsidiary of Churchill Downs (Merger LLC).
Los Angeles Litigation
On Nov. 17, 2009, a putative class action lawsuit, Wayne
Witkowski v. Youbet.com, Inc., et al., was filed in the Superior
Court of Los Angeles, California against Youbet, various of the
company's directors, Churchill Downs, Merger Corp and Merger LLC.
Subsequently, five additional lawsuits were also filed in the Los
Angeles Superior Court, two of which name Youbet and its
directors as defendants and three of which also name Churchill
Downs as a defendant. All six lawsuits (Los Angeles Litigation),
are putative class actions brought on behalf of the company's
stockholders. Plaintiffs in the Los Angeles Litigation have
since moved to consolidate the Los Angeles Litigation, to file a
single consolidated complaint and to appoint lead counsel. That
motion was granted on Jan. 22, 2010.
The complaints in the Los Angeles Litigation all allege that the
company's directors have breached their fiduciary duties,
including alleged duties of loyalty, due care and candor, in
connection with the proposed Merger.
In that regard, the various complaints include, among other
things, allegations that the proposed Merger is the result of an
inadequate sales process which has not been designed to maximize
stockholder value; that the consideration to be received by our
shareholders is unfair and inadequate; that the Merger Agreement
includes inappropriate "no solicitation," "matching rights," no
standstill waiver, and termination fee provisions; that the
combined effect of these provisions, together with the waiver of
our stockholder rights agreement that we signed in connection
with the Merger Agreement with respect to Churchill Downs and the
entry into voting agreements by defendants and certain others
pursuant to which they have agreed to vote in favor of the
Merger, is to "lock up" the proposed Merger, foreclose potential
alternative bidders and illegally restrain our ability to solicit
or engage in negotiations with a third party; that various
defendants acted for their own benefit in approving the proposed
Merger, including for the purpose of obtaining positions or
pursuing opportunities at Churchill Downs; and that material
information has not been provided in connection with the proposed
Merger and was not provided at the time that we submitted our
stockholder rights agreement to a stockholder vote.
Those lawsuits which name Churchill Downs or its affiliates as
defendants also allege that Churchill Downs has aided and abetted
the alleged breaches of fiduciary duty by our directors. We are
also alleged to have aided and abetted the alleged breaches of
fiduciary duty by our directors. Among the relief sought by the
complaints is an enjoining of the proposed Merger, or unspecified
damages if the transaction is consummated, together with payment
of attorneys' fees and costs.
Balch Suit
On Dec. 23, 2009, a putative class action lawsuit, Raymond Balch
v. Youbet.com, Inc., et al., was filed in the Delaware Court of
Chancery against Youbet, various of its directors, Churchill
Downs, Merger Corp and Merger LLC. The initial Balch complaint
contained allegations similar to those made in the Los Angeles
Litigation, including a claim that Churchill Downs aided and
abetted alleged breaches of fiduciary duty by our directors.
On Jan. 8, 2010, an amended complaint was filed in Balch, adding
a claim against the company's directors for an alleged breach of
the fiduciary duty of disclosure, and adding allegations that the
draft Registration Statement on Form S-4 filed by Churchill Downs
with the SEC in connection with the proposed Merger omits
material information and is materially misleading in various
respects. Among the relief sought by the Balch amended complaint
is an enjoining of the proposed Merger, or unspecified damages if
the transaction is consummated, together with payment of
attorneys' fees and costs.
Memorandum of Understanding
On March 2, 2010, Youbet, the company's directors, Churchill
Downs, Merger Corp, and Merger LLC entered into a memorandum of
understanding with the plaintiffs in the Los Angeles litigation
and the plaintiffs in the Balch litigation reflecting an
agreement in principle to settle the cases based on defendants'
agreement to include additional disclosures relating to the
proposed Merger in Youbet's proxy statement/prospectus relating
to the Merger that was mailed to Youbet stockholders on March 4,
2010.
Youbet, the company's directors, Churchill Downs, Merger Corp,
and Merger LLC each deny that they have committed or aided and
abetted in the commission of any violation of law or engaged in
any of the wrongful acts alleged in the complaints, and expressly
maintain that they diligently and scrupulously complied with any
and all of their legal duties. Although Youbet, the company's
directors, Churchill Downs, Merger Corp, and Merger LLC believe
the lawsuits are without merit, they entered into the memorandum
of understanding to eliminate the burden and expense of further
litigation.
The memorandum of understanding provides that the settlement is
subject to customary conditions including the completion of
appropriate settlement documentation, completion of confirmatory
discovery, court approval of the settlement, dismissal of the Los
Angeles litigation with prejudice, dismissal of the Balch
litigation with prejudice, and the consummation of the proposed
Merger by the Outside Date (as such term is defined in the Merger
Agreement).
Additionally, plaintiffs' counsel is entitled to void the
memorandum of understanding if they determine in good faith that,
based upon facts learned subsequent to the execution of the
memorandum of understanding, the proposed settlement is not fair,
reasonable and adequate.
If the settlement is consummated, the Los Angeles litigation and
the Balch litigation will each be dismissed with prejudice and
the defendants and other released persons will receive from or on
behalf of all of the company's non-affiliated public stockholders
who held the company's common stock at any time from Nov. 10,
2009, through the date of the consummation of the Merger a
release of all claims relating to the proposed Merger, the Merger
Agreement and the transactions contemplated therein, disclosures
made relating to the proposed Merger, and any compensation or
other payments made to the defendants in connection with the
proposed Merger; except that the settlement will not include a
release of claims by current and former Youbet stockholders to
exercise their appraisal rights under Delaware law.
Likewise, the plaintiffs will receive a release from the
defendants, on the same or substantially equivalent terms as the
release to be provided to the defendants. Members of the
purported plaintiff class will be sent notice of the proposed
settlement, and a hearing date before the Superior Court of
California, County of Los Angeles, California, will be scheduled
regarding, among other things, approval of the proposed
settlement and any application by plaintiffs' counsel for an
award of attorneys' fees and expenses.
Youbet.com, Inc. -- http://www.youbet.com/-- is a diversified
provider of technology and pari-mutuel horse racing content for
consumers through Internet and telephone platforms and a supplier
of totalizator systems, terminals and other pari-mutuel wagering
services and systems to the pari-mutuel industry. Youbet Express
is a online advance deposit wagering (ADW) company focused on
horse racing primarily in the United States. The company's
Website, www.youbet.com, enables its customers to securely wager
on horse races at over 150 racetracks worldwide from the
convenience of their homes or other locations. company's
customers receive the same odds and expected payouts they would
receive if they were wagering directly at the host track and
their wagers are placed directly into the track betting pools.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Class Action Reporter is a daily newsletter, co-published by
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Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland
USA. Gracele D. Canilao, Leah Felisilda, Joy A. Agravante,
Ronald Sy and Peter A. Chapman, Editors.
Copyright 2010. All rights reserved. ISSN 1525-2272.
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