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C L A S S A C T I O N R E P O R T E R
Monday, April 5, 2010, Vol. 12, No. 65
Headlines
21ST CENTURY: Court Approves $2.4 Million Settlement Deal
AUTHENTIDATE HOLDING: Appellate Court Affirms Dismissal Ruling
BANK OF AMERICA: Sued, with Merrill Lynch, for Sex Discrimination
BPW ACQUISITION: Continues to Defend Talbot-Related Suit
CARE INVESTMENT: Pre-Trial Conference Scheduled for April 9
CC MEDIA: California Proceedings Remains Stayed
CHORDIANT SOFTWARE: Faces Suit Over Planned Pegasysytems Merger
CVS CARMARK: Removes Chamberlin Gift Card Suit to N.D. Calif.
DYNAMICS RESEARCH: Continues to Defend FLSA Violations Suit
FBR CAPITAL: Subsidiary's Final Judgment Motion Still Pending
GLOBAL MED: Enters Agreement to Settle Consolidated Suit
HEALTHWAYS INC: Continues to Defend Consolidated Suit in Tenn.
HEALTHWAYS INC: Faces New ERISA Violations Suit in Tennessee
INTELIUS INC: Accused in Wash. of Deceptive Marketing Practices
J.P. MORGAN: Loan Underwriter Overtime Suit filed in S.D.N.Y.
JAKKS PACIFIC: Preliminary Okay of $3.9 Mil. Settlement Pending
KADANT INC: First Court Affirms Dismissal Ruling
KADANT INC: Continues to Defend Against State Complaints
LANDRY'S RESTAURANTS: Faces Amended Complaint in Delaware
LANDRY'S RESTAURANTS: Faces Consolidated Suit Over Buyout Plan
LOJACK CORP: Ninth Circuit Affirms Dismissal Ruling
MRV COMMS: Agrees to Settle Securities Suit for $10 Million
NATIONAL WESTERN: Approval of $17 Million Settlement Pending
NATIONAL WESTERN: Continues to Defend RICO Violations Suit
SPORT OBERMEYER: Recalls 3,900 Girl's Ski Jackets
ORBCOMM INC: New Jersey Court Approves $2.45 Million Settlement
OXIGENE INC: Faces Consolidated Suit Owe to VaxGen Merger Plan
SONY OPTIARC: Anticompetitive Optical Drive Practices Alleged
STERLING FINANCIAL: Faces Securities Violations Suit in Wash.
STERLING FINANCIAL: Faces Two ERISA Violations Suit in Wash.
TOWN SPORTS: Continues to Defend Two Wage-Related Suits in NY
TRIMERIS INC: Court Dismisses Suit Over Planned Arigene Merger
U.S. HOME: Continues to Defend Suit by Installers
U.S. HOME: Continues to Defend Suit by Measurement Technicians
UNILEVER UNITED STATES: N.J. Suit Complains About Refund Policy
VERINT SYSTEMS: Tel Aviv Court Dismisses Suit Against Subsidiary
VERIZON COMMUNICATIONS: Pa. Suit Complains About Idearc Spinoff
YRC WORLDWIDE: Kansas Court Consolidates Three Complaints
*********
21ST CENTURY: Court Approves $2.4 Million Settlement Deal
---------------------------------------------------------
The U.S. District Court for the Southern District of Florida gave
its approval to the settlement entered into by 21st Century
Holding Co., and plaintiffs in a consolidated securities class
action lawsuit, according to the company's March 18, 2010, Form
8-K filing with the U.S. Securities and Exchange Commission.
From July 27, 2007, to August 7, 2007, several securities class
action lawsuits were filed against the company and certain of its
executive officers in the U.S. District Court for the Southern
District of Florida on behalf of all persons and entities who
purchased the Company's securities during the various class
periods specified in the complaints.
A consolidated amended complaint was filed on behalf of the class
on Jan. 22, 2008.
The complaint alleges that the defendants made false and
misleading statements and failed to accurately project the
company's business and financial performance during the putative
class period. The plaintiffs seek an unspecified amount of
damages and claim violations of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 and Rule 10b-5. On March 18,
2008, a verified shareholder derivative complaint was filed
against certain current or former officers and directors of the
company in the District Court.
On Nov. 7, 2008, the District Court granted in part and denied in
part the company's motion to dismiss the consolidated class
complaint with leave to amend by Dec. 8, 2009 or the allegations
dismissed would be deemed dismissed with prejudice without
further order of the Court.
Lead plaintiffs did not seek to amend the consolidated complaint
and the defendants have answered.
On July 29, 2008, the District Court granted the defendant's
motion to dismiss the plaintiff's shareholder derivative
complaint without prejudice. On Aug. 27, 2009, the derivative
plaintiff filed an amended shareholder derivative complaint. On
March 30, 2009, following various motions by the parties, the
Court entered an order granting defendant's renewed motion to
stay the shareholder derivative action pending resolution of the
class action.
On Sept. 4, 2009, a stipulation of settlement was submitted to
the Court by lead plaintiffs, the derivative plaintiff and the
defendants, setting forth the terms of a settlement of the Class
Litigation and Derivative Litigation which proposes that a
payment of $2.4 million be made to the lead plaintiffs and the
derivative plaintiff. The Stipulation of Settlement was
preliminarily approved by the Court on Oct. 19, 2009. The
company expects that this settlement amount will be funded by its
directors and officers insurance.
A settlement hearing was held to determine whether the proposed
settlement on the terms
and conditions provided for in the Stipulation of Settlement is
fair, just, reasonable and adequate to the class, the lead
plaintiffs, the derivative plaintiff, and Defendants and should
be approved by the Court.
On Jan. 29, 2010, the Court approved a stipulation of settlement
for the securities class action lawsuits filed against the
company and certain of its executive officers.
On March 15, 2010, counsel for Plaintiffs acknowledged receipt of
$2.4 million in settlement funds paid under the company's
directors and officers' insurance policy.
Headquartered in Lauderdale Lakes, Fla., 21st Century Holding
Company -- http://www.21stcenturyholding.com/-- is an insurance
holding company, which, through its subsidiaries and contractual
relationships with the independent agents and general agents,
controls substantially all aspects of the insurance underwriting,
distribution and claims processes. The company is authorized to
underwrite fire, allied lines, homeowners' property and casualty
insurance, commercial general liability insurance, commercial
multi peril, inland marine, personal automobile insurance and
commercial automobile insurance in various states with various
lines of authority through the wholly owned subsidiaries,
Federated National Insurance Company (Federated National) and
American Vehicle Insurance Company (American Vehicle). 21st
Century markets and distributes its own and third party insurers'
products and other services in Florida, through contractual
relationships with a network of approximately 1,500 independent
agents and a select number of general agents.
AUTHENTIDATE HOLDING: Appellate Court Affirms Dismissal Ruling
--------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit has issued an
order affirming in part and vacating and remanding in part the
March 2009 decision of the U.S. District Court for the Southern
District of New York, which had granted Authentidate Holding
Corp.'s motion to dismiss with prejudice shareholder class
actions filed between June and August 2005 against the company
and certain current and former directors and former officers,
according to the company's March 16, 2010, Form 8-K filing with
the U.S. Securities and Exchange Commission.
"We are pleased that the Court of Appeals has agreed that so many
of plaintiffs' claims with respect to much of the alleged class
period were properly dismissed," stated Ben Benjamin, President
of Authentidate Holding Corp. "In light of the decision, we
intend to assert additional grounds to dismiss the pleadings and
continue to vigorously pursue our defense of the action."
Between June and August 2005, six purported shareholder class
action complaints were filed before the U.S. District Court for
the Southern District of New York against the company and certain
of current and former officers and directors. The plaintiffs in
these actions allege that the defendants violated Sections 10(b)
and 20(a) of the U.S. Securities Exchange Act of 1934 and
Sections 11, 12(a), and 15 of the Securities Act of 1933.
The securities law claims are based on the allegation that the
company failed to disclose that the U.S. Postal Service could
cancel its August 2002 contract with it if the company did not
meet certain performance metrics, and when it disclosed in 2005
that the USPS could cancel its contract because the company had
not met those performance metrics, the market price of its stock
declined. The class-action complaints seek unspecified monetary
damages.
Certain plaintiffs and purported shareholders filed motions
seeking to consolidate the class actions and to be appointed a
lead plaintiff under the Private Securities Litigation Reform
Act.
On Oct. 5, 2005, the court consolidated the class actions as In
re Authentidate Holding Corp. Securities Litigation, C.A. No. 05
Civ. 5323 (LTS), and appointed the Illinois State Board of
Investment as lead plaintiff under the Private Securities
Litigation Reform Act.
The plaintiffs filed an amended consolidated complaint in January
2006, asserting the same claims as the prior complaints and also
alleged that the company violated the federal securities laws by
misrepresenting that it possessed certain patentable technology.
In July 2006, the court dismissed the amended complaint in its
entirety. Certain claims were dismissed with prejudice and the
plaintiffs were given leave to replead those claims, which were
not dismissed with prejudice.
In August 2006, the plaintiffs filed a second amended complaint,
which does not assert any claims relating to the company's
patents, but which otherwise is substantially similar to the
prior complaint. The second amended complaint seeks unspecified
monetary damages.
The company moved to dismiss the second amended complaint on Nov.
13, 2006.
On March 26, 2009, the company reported that the U.S. District
Court for the Southern District of New York dismissed with
prejudice the shareholder class actions filed against the company
and certain of its current and former directors and former
officers.
On April 24, 2009, the lead plaintiff filed a notice of appeal of
the decision of the U.S. District Court for the Southern District
of New York with the U.S. Court of Appeals for the Second
Circuit.
A hearing in the case was held before the Second Circuit on Feb.
3, 2010.
The suit is In Re: Authentidate Holding Corp. Securities
Litigation, Case No. 05-05323 (S.D.N.Y.)(Swain, J.)
Representing the plaintiffs are:
Richard William Gonnello, Esq.
Andrew J. Entwistle, Esq.
Johnston de Forest Whitman, Jr., Esq.
Entwistle & Cappucci, LLP
280 Park Avenue, 26th Floor West
New York, NY 10017
Phone: 212-894-7200
Fax: 212-894-7272
E-mail: rgonnello@entwistle-law.com
aentwistle@entwistle-law.com
jwhitman@entwistle-law.com
- and -
Samuel Howard Rudman, Esq.
Lerach, Coughlin, Stoia, Geller, Rudman & Robbins, LLP
200 Broadhollow Road, Ste. 406
Melville, NY 11747
Phone: 631-367-7100
Fax: 631-367-1173
E-mail: srudman@lerachlaw.com
Representing the defendants is:
Irwin Howard Warren, Esq.
Weil, Gotshal & Manges, LLP
767 Fifth Avenue
New York, NY 10153
Phone: 212-310-8000
Fax: 212-833-3148
E-mail: irwin.warren@weil.com
BANK OF AMERICA: Sued, with Merrill Lynch, for Sex Discrimination
-----------------------------------------------------------------
Three female Financial Advisors filed a national class action
lawsuit today in federal court in New York, charging sex
discrimination at Bank of America and Merrill Lynch. Since its
merger with Merrill Lynch, Bank of America is the nation's
largest bank company, one of the largest financial institutions
in the world, and the largest brokerage firm in the world.
The lawsuit, Calibuso, et al. v. Bank of America Corp., et al.,
charges that Bank of America and Merrill Lynch have engaged in a
pattern and practice of gender discrimination against their
female Financial Advisors with respect to business opportunities,
compensation, professional support, and other terms and
conditions of employment.
The women allege violations of federal and state laws, including
Title VII of the Civil Rights Act of 1964, the New York State
Human Rights Law, and the Florida Civil Rights Act of 1992. They
are represented by attorneys from Outten & Golden LLP and Lieff,
Cabraser, Heimann & Bernstein, LLP.
Plaintiff Judy Calibuso, a current Merrill Lynch Financial
Advisor from the firm's Miami, Florida office who has been in the
financial services industry since 1995, stated, "I have come
forward to help women at Merrill Lynch and Bank of America keep
the company true to its promise of being the 'bank of
opportunity' for all of us, and not just for male employees. My
hope is that this lawsuit will bring change to Merrill Lynch's
and Bank of America's policies and corporate culture."
"While Merrill Lynch and Bank of America have favored male
Financial Advisors to receive lucrative client opportunities,
they have penalized female Financial Advisors financially for not
being chosen for those advantages they created," said plaintiffs'
attorney Kelly M. Dermody of Lieff, Cabraser, Heimann &
Bernstein, LLP of San Francisco, California. "This action has
been brought to ensure equal opportunity for their female
employees."
"Bank of America and Merrill Lynch both have a long history of
failing to provide equal employment opportunities to their female
Financial Advisors, and since the merger of the two firms, the
problems have only continued," said plaintiffs' attorney Adam T.
Klein of Outten & Golden LLP of New York, New York.
The complaint charges that, among other things, Merrill Lynch, a
wholly owned subsidiary of Bank of America, discriminates against
female Financial Advisors in account distributions; partnership
opportunities; upfront money, pay-out rate, and other benefits in
its compensation plan; as well as in other opportunities for
brokers to increase their income.
Bank of America is a global financial firm that provides
financial and investment services to corporations, governments
and individuals around the world. In 2008, Bank of America
acquired Merrill Lynch and their respective brokerage divisions
were joined under the Merrill Lynch name. As a result of the
merger, Bank of America is one of the largest financial
institutions in the world and the largest brokerage firm in the
world. Bank of America employs approximately 15,000 Financial
Advisors nationwide. In addition, Bank of America services
customers across the United States and manages over $2 trillion
in client assets.
People interested in the lawsuit may receive and provide
information by visiting http://www.bofagenderlawsuit.com/or
calling 1-888-886-9359 to leave a message for plaintiffs'
counsel.
Calibuso, et al. v. Bank of America Corp. Fact Sheet
Plaintiffs: Ms. Judy Calibuso (approximately 15 years in
industry as Financial Advisor), Ms. Julie Moss (approximately 9
years in industry as Financial Advisor), and Ms. Dianne Goedtel
(approximately 7 years in industry as Financial Advisor) have
brought suit on behalf of themselves and others similarly
situated in this class action. Ms. Calibuso continues to work at
Merrill Lynch as a Financial Advisor. Ms. Moss and Ms. Goedtel
no longer work at Bank of America. Ms. Moss continued to work in
the industry as a Financial Advisor until she was called to duty
in support of Operation Iraqi Freedom/Operation Enduring Freedom,
and is now on military leave. Ms. Goedtel still works in the
industry as a Financial Advisor.
Defendants: Bank of America Corporation; Merrill Lynch & Co.,
Inc.; and Merrill Lynch, Pierce, Fenner & Smith, Inc.
Court: The lawsuit was filed on March 30, 2010, in the United
States District Court for the Eastern District of New York.
Claims Alleged: Violations of the Civil Rights Act of 1964, the
New York State Human Rights Law, and the Florida Civil Rights Act
of 1992.
Key Allegations: Defendants have engaged in a continuing policy
and practice of gender discrimination with respect to business
opportunities, compensation, professional support, and other
terms and conditions of employment, and of retaliation in
response to complaints of discrimination.
Relief Sought: Plaintiffs seek an end to these discriminatory
policies and/or practices and retaliation, injunctive and
declaratory relief, an award of back pay and front pay, and
compensatory and punitive damages.
Contact Attorneys: The Lieff, Cabraser attorneys handling this
case are Kelly M. Dermody, Rachel J. Geman, and Heather H. Wong.
The Outten & Golden attorneys handling this case are Adam T.
Klein and Cara E. Greene.
About the Law Firms
Plaintiffs are being represented by two law firms: the national
class action firm Lieff, Cabraser, Heimann & Bernstein, LLP, of
San Francisco, California, New York, New York, and Nashville,
Tennessee; and the plaintiffs' employment firm Outten & Golden
LLP of New York, New York and Stamford, Connecticut. These firms
also represented female Financial Advisors in the Amochaev v.
Smith Barney gender discrimination case, which resulted in a $33
million settlement.
Lieff, Cabraser, Heimann & Bernstein, LLP --
http://www.lieffcabraser.com/-- is a 60-plus attorney firm with
offices in San Francisco, New York, and Nashville. Lieff,
Cabraser has represented plaintiffs in a wide variety of class
action litigation, including employment discrimination and civil
rights, wage and hour, and pension benefits litigation. Since
2003, The National Law Journal has selected Lieff Cabraser as one
of the top plaintiffs' law firms in the nation. Lieff Cabraser
is one of only two plaintiffs' law firms in the United States to
receive this honor for the last seven consecutive years. More
information on the firm can be found at.
Outten & Golden LLP -- http://www.outtengolden.com/-- is a 30-
plus attorney firm with offices in New York and Stamford. O&G
represents plaintiffs in a wide variety of employment law
matters, including national class and impact statutory
discrimination cases, major class-based wage and hour violations,
and contract negotiations. O&G represented plaintiff-intervenor
Allison Schieffelin in a pattern or practice sex discrimination
suit prosecuted with the EEOC against Morgan Stanley that
resulted in a $54 million settlement and substantial injunctive
relief and has handled discrimination claims against numerous
other major Wall Street firms.
BPW ACQUISITION: Continues to Defend Talbot-Related Suit
--------------------------------------------------------
BPW Acquisition Corp. continues to defend a suit filed on behalf
of all public shareholders of Talbots Inc., 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. 12, 2010, a class action and derivative complaint was
filed against the company, its Vice Chairman, two of its
officers, and other entities and persons. The plaintiff, who
purports to assert claims on behalf of all public shareholders of
Talbots Inc., challenges a series of transactions announced on
Dec. 8, 2009, including the proposed transaction in which Talbots
will acquire the company.
Along with his complaint, the plaintiff filed a motion for a
preliminary injunction to prevent the consummation of the
transactions. Specifically, the complaint alleges that the
proposed transactions are dilutive and unfair to the Talbots
public shareholders and invalid under the Talbots bylaws and
Delaware statutory law, and it asserts claims for breaches of
fiduciary duties and claims for aiding and abetting those
breaches. Only the aiding and abetting claim is asserted against
the BPW Defendants.
On Feb. 5, 2010, the BPW Defendants filed a motion to dismiss. A
briefing schedule for this motion has not yet been set.
On March 6, 2010, the parties filed a joint stipulation in which
the plaintiff withdrew, without prejudice, his motion for a
preliminary injunction. The plaintiff's damage claims, however,
remain outstanding.
BPW Acquisition Corp. is a blank check company established to
effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or other similar business combination
with one or more operating businesses. The company focuses on a
business combination or combinations in the financial services or
business services industries. During the year ended Dec. 31,
2008, the company did not engage in any commercial business. It
did not generate any operating revenues during 2008.
CARE INVESTMENT: Pre-Trial Conference Scheduled for April 9
-----------------------------------------------------------
The U.S. District Court, Southern District of New York has
scheduled a pre-trial conference for April 9, 2010, in a class
action complaint against Care Investment Trust Inc., 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 Sept. 18, 2007, a class action complaint for violations of
federal securities laws was filed in the U.S. District Court,
Southern District of New York alleging that the Registration
Statement relating to the initial public offering of shares of
the company's common stock, filed on June 21, 2007, failed to
disclose that certain of the assets in the contributed portfolio
were materially impaired and overvalued and that the company was
experiencing increasing difficulty in securing our warehouse
financing lines.
On Jan. 18, 2008, the court entered an order appointing co-lead
plaintiffs and co-lead counsel. On Feb. 19, 2008, the co-lead
plaintiffs filed an amended complaint citing additional
evidentiary support for the allegations in the complaint.
The company filed a motion to dismiss the complaint on April 22,
2008. The plaintiffs filed an opposition to the motion to
dismiss on July 9, 2008, to which the company filed its reply on
Sept. 10, 2008.
On March 4, 2009, the court denied the company's motion to
dismiss. The company filed its answer on April 15, 2009.
At a conference held on May 15, 2009, the Court ordered the
parties to make a joint submission setting forth:
(i) the specific statements that the plaintiffs' claim are
false and misleading;
(ii) the facts on which the plaintiffs rely as showing each
alleged misstatement was false and misleading; and
(iii) the facts on which the defendants rely as showing those
statements were true.
The parties filed the Joint Statement on June 3, 2009.
On July 31, 2009, the parties entered into a stipulation that
narrowed the scope of the proceeding to the single issue of the
warehouse financing disclosure in the Registration Statement.
On Dec. 7, 2009, the Court ordered the parties to file an
abbreviated joint pre-trial statement on April 7, 2010. The
Court scheduled a pre-trial conference for April 9, 2010, at
which the Court will determine based on the joint pre-trial
statement whether to permit the company and the other defendants
to file a summary judgment motion.
To date, Care has incurred approximately $1.0 million to defend
against this complaint and any incremental costs to defend will
be paid by Care's insurer. No provision for loss related to this
matter has been accrued at Dec. 31, 2009.
Care Investment Trust Inc. -- http://www.carereit.com/-- is a
real estate investment trust (REIT) formed principally to invest
healthcare-related real estate and mortgage debt. The company's
investments in healthcare real estate include medical office
buildings and assisted and independent living facilities and
Alzheimer facilities. As of Dec. 31, 2008, its portfolio of
assets consisted of real estate and mortgage related assets for
senior housing facilities, skilled nursing facilities, medical
office properties and first mortgage liens on healthcare related
assets. Care is externally managed and advised by CIT Healthcare
LLC, a wholly owned subsidiary of CIT Group Inc.
CC MEDIA: California Proceedings Remains Stayed
-----------------------------------------------
A class action proceeding where CC Media Holdings, Inc., is a
defendant remains stayed, 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.
The company is a co-defendant with Live Nation (which was spun
off as an independent company in December 2005) in 22 putative
class actions filed beginning in May 2006 by different named
plaintiffs in various district courts throughout the country.
These actions generally allege that the defendants monopolized or
attempted to monopolize the market for "live rock concerts" in
violation of Section 2 of the Sherman Act.
Plaintiffs claim that they paid higher ticket prices for
defendants' "rock concerts" as a result of defendants' conduct.
The plaintiffs seek damages in an undetermined amount.
On April 17, 2006, the Judicial Panel for Multidistrict
Litigation centralized these class action proceedings in the
Central District of California. On March 2, 2007, plaintiffs
filed motions for class certification in five "template" cases
involving five regional markets, Los Angeles, Boston, New York,
Chicago and Denver.
Defendants opposed that motion and, on Oct. 22, 2007, the
district court issued its decision certifying the class for each
regional market.
On Feb. 20, 2008, defendants filed a Motion for Reconsideration
of the Class Certification Order, which is still pending.
Plaintiffs filed a Motion for Approval of the Class Notice Plan
on Sept. 25, 2009, but the Court denied the Motion as premature
and ordered the entire case stayed until the 9th Circuit issues
its en banc opinion in Dukes v. Wal-Mart, 509 F.3d 1168 (9th Cir.
2007), a case that may change the standard for granting class
certification in the 9th Circuit.
In the Master Separation and Distribution Agreement between the
company and Live Nation that was entered into in connection with
the company's spin-off of Live Nation in December 2005, Live
Nation agreed, among other things, to assume responsibility for
legal actions existing at the time of, or initiated after, the
spin-off in which the company is a defendant if such actions
relate in any material respect to the business of Live Nation.
Pursuant to the Agreement, Live Nation also agreed to indemnify
the company with respect to all liabilities assumed by Live
Nation, including those pertaining to the claims.
CC Media Holdings, Inc. -- http://www.ccmediaholdings.com/-- is
a diversified media company. The company was formed in May 2007,
for the purpose of acquiring the business of Clear Channel
Communications, Inc. The company operates in three business
segments: Radio Broadcasting, Americas Outdoor Advertising
(consisting primarily of operations in the United States, Canada
and Latin America) and International Outdoor Advertising. The
company offers advertisers a platform of media assets across
geographies, radio programming formats and outdoor products. On
March 14, 2008, Clear Channel completed the sale of its
television business to Newport Television, LLC. Clear Channel
also completed the planned divestiture of certain of its non-core
radio stations during the year ended Dec. 31, 2008. The total
number of non-core radio stations divested were 102 during 2008.
CHORDIANT SOFTWARE: Faces Suit Over Planned Pegasysytems Merger
---------------------------------------------------------------
Chordiant Software, Inc., faces a class action lawsuit relating
to the planned merger with Pegasystems Inc., according to the
company's March 18, 2010, Form 8-K filing with the U.S.
Securities and Exchange Commission.
On March 16, 2010, Bruce Bennett filed a class action lawsuit in
the Superior Court of the State of California, County of Santa
Clara, purportedly on behalf of the stockholders of the company,
against Chordiant, its directors, Pegasystems Inc. and Maple Leaf
Acquisition Corp., a wholly-owned subsidiary of Pegasystems,
alleging, among other things, that Chordiant and its directors,
aided and abetted by Pegasystems and Acquisition Sub, breached
their fiduciary duties owed to Chordiant stockholders in
connection with the proposed acquisition of Chordiant by
Pegasystems and Acquisition Sub. The complaint seeks, among
other things, to enjoin the defendants from completing the
acquisition as currently contemplated.
Chordiant Software, Inc. -- http://www.chordiant.com-- is an
enterprise software company that delivers products and services
designed to improve the customer experience in front-office
processes for global companies primarily in the insurance,
healthcare, telecommunications and financial services markets.
CVS CARMARK: Removes Chamberlin Gift Card Suit to N.D. Calif.
-------------------------------------------------------------
Amy Chamberlin, on behalf of herself and others similarly
situated v. CVS Caremark Corporation, Case No. CGC-10-497230
(Calif. Super. Ct., San Francisco Cty.) was filed on March 1,
2010. Ms. Chamberlin states that on two occasions in October and
November 2009, she used her $10.00 gift card to purchase certain
items at one of Defendant's retail outlets. Ms. Chamberlin
alleges that when she requested the remaining balance be redeemed
for cash, the CVS Caremark outlet refused, in violation of the
Consumer Legal Remedies Act. In November 2009, Ms. Chamberlin
sent a letter to CVS Caremark to complain, but received no
answer.
On Mar. 25, 2010, on the basis of diversity jurisdiction, CVS
Caremark removed the lawsuit to the U.S. District Court for the
Northern District of California, and the Clerk assigned Case
No. 10-cv-01241 to the proceeding.
The Defendant is represented by:
Greg L. Johnson, Esq.
Amy L. Pierce, Esq.
PILLSBURY WINTHROP SHAW PITTMAN LLP
2600 Capitol Avenue, Suite 300
Sacramento, CA 95816-5930
Telephone: (916) 329-4700
E-mail: greg.johnson@pillsburylaw.com
amy.pierce@pillsburylaw.com
The Plaintiff is represented by:
Robert B. Hancock, Esq.
Melvin B. Pearlston, Esq.
PACIFIC JUSTICE CENTER
50 California St., Suite 1500
San Francisco, CA 94111
Telephone: (415) 310-1940
DYNAMICS RESEARCH: Continues to Defend FLSA Violations Suit
-----------------------------------------------------------
Dynamics Research Corp. continues to defend a class action
employee suit was filed in the U.S. District Court for the
District of Massachusetts.
On June 28, 2005, a class action employee suit was filed alleging
violations of the Fair Labor Standards Act and certain provisions
of Massachusetts General Laws. The plaintiff's claim was for $8
million.
On April 10, 2006, the U.S. District Court for the District of
Massachusetts entered an order granting in part the company's
motion to dismiss the suit and to compel compliance with the
company's mandatory dispute resolution program, directing that
the parties arbitrate the claims, and striking the class action
waiver which was part of the dispute resolution program.
In the arbitration, the company filed a Motion to Dismiss and/or
for Summary Disposition. The motion was denied and the parties
exchanged discovery documents.
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.
Dynamics Research Corporation -- http://www.drc.com/-- is a
provider of engineering, technical, information technology (IT)
and management consulting services and solutions to federal and
state governments. The company operates in two business
segments: Systems and Services, and Metrigraphics.
FBR CAPITAL: Subsidiary's Final Judgment Motion Still Pending
-------------------------------------------------------------
The U.S. District Court for the District of New Mexico has yet to
rule on FBR Capital Markets & Co.'s motion for final judgment
dismissing it as a defendant in a consolidated class action
complaint, according to FBR Capital Markets Corp.'s March 16,
2010, Form 10-K filing with the U.S. Securities and Exchange
Commission for the year ended Dec. 31, 2009.
FBR Capital Markets & Co. (FBR & Co.) is the principal operating
subsidiary of FBR Capital Markets Corp.
FBR & Co has been named as a defendant in a small number of
securities claims involving investment banking clients of FBR &
Co. as a result of FBR & Co.'s role as an underwriter. In these
cases, the underwriting agreement provides, subject to certain
conditions, that the investment banking client is required to
indemnify FBR & Co. against certain claims or liabilities,
including claims or liabilities under the Securities Act, as
amended, or contribute to payments which FBR & Co. is required to
make as a result of the litigation. There can be no assurance
that such indemnification or contribution will ultimately be
available to us or that an investment banking client will be able
to satisfy its indemnity or contribution obligations when due.
In May 2008, the lead plaintiff in a previously filed and
consolidated action filed an amended consolidated class action
complaint that, for the first time, named Friedman, Billings,
Ramsey & Co., Inc. (now FBR & Co.) and eight other underwriters
as defendants. The lawsuit, styled In Re Thornburg Mortgage,
Inc. Securities Litigation and pending in the U.S. District Court
for the District of New Mexico, was originally filed in August
2007 against Thornburg Mortgage, Inc., or TMI, and certain of its
officers and directors, alleging material misrepresentations and
omissions about, inter alia, the financial position of TMI.
The amended complaint now includes claims under Sections 11 and
12 of the Securities Act against nine underwriters relating to
five separate offerings (May 2007, June 2007, September 2007 and
two offerings in January 2008). The allegations against FBR &
Co. relate only to its role as underwriter or member of the
syndicate that underwrote TMI's total of three offerings in
September 2007 and January 2008-each of which occurred after the
filing of the original complaint-with an aggregate offering price
of approximately $818 million.
The plaintiffs seek restitution, unspecified compensatory damages
and reimbursement of certain costs and expenses.
Although FBR & Co. is contractually entitled to be indemnified by
TMI in connection with this lawsuit, TMI filed for bankruptcy on
May 1, 2009 and this likely will decrease or eliminate the value
of the indemnity that FBR & Co. receives from TMI.
On Sept. 22, 2008, FBR & Co. filed a motion to dismiss the
consolidated class action complaint as to FBR & Co. The District
Court granted that motion on Jan. 27, 2010. FBR & Co.
subsequently moved for entry of a final judgment in its favor.
The plaintiffs have opposed that motion and have filed a motion
seeking clarification of the Court's dismissal order. The
plaintiffs contend that the District Court's dismissal order is,
or should be, without prejudice, and that they should be
permitted to file an amended complaint that attempts to re-plead
dismissed claims. The Court has yet to rule on FBR & Co.'s
motion for entry of final judgment, the plaintiffs' motion for
clarification, or the plaintiffs' expressed interest in filing an
amended complaint.
FBR Capital Markets Corporation --
http://www.fbrcapitalmarkets.com/-- provides investment banking,
merger and acquisition advisory, institutional brokerage and
research services through its subsidiary FBR Capital Markets &
Co. FBR Capital Markets focuses capital and financial expertise
on seven industry sectors: consumer, diversified industrials,
energy and natural resources, financial institutions, insurance,
real estate, and technology, media and telecom. The company's
subsidiaries are FBR Investment Management, Inc. and FBR Fund
Advisers, Inc. FBR Investment Management, Inc. provides asset
management services. FBR Fund Advisers, Inc. provides mutual
funds. On Aug. 31, 2009, the company acquired Watch Hill
Partners LLC, a boutique corporate finance advisory practice.
The Watch Hill Partners team is now part of FBR Capital Markets'
Investment Banking department.
GLOBAL MED: Enters Agreement to Settle Consolidated Suit
--------------------------------------------------------
Global Med Technologies, Inc., has entered into a memorandum of
understanding to settle that consolidated action captioned
Carmelo J. Corica, Joseph F. Sham and Robert O'Brien v. Michael
Ruxin et al., Case No. 10CV673, according to the company's
March 18, 2010, Form 8-K filing with the U.S. Securities and
Exchange Commission.
On March 17, 2010, Global Med, Haemonetics Corporation, and Atlas
Acquisition Corp., a wholly-owned subsidiary of Haemonetics,
executed Amendment No. 1 to the Agreement and Plan of Merger,
which amends the Agreement and Plan of Merger dated Jan. 31, 2010
among Global Med, Haemonetics and Acquisition Sub pursuant to
which, Acquisition Sub commenced a tender offer for shares of
Global Med's common stock, par value $0.01 per share, at a price
of $1.22 per share, net to the holders of Global Med Common Stock
in cash, and for shares of Global Med's Series A Convertible
Preferred Stock, par value $0.01 per share, at a price of $1.22
per share on a converted to common stock basis, net to the
holders of Global Med Preferred Stock in cash.
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
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.
Consolidated Action
On March 9, 2010, Plaintiff Corica, Plaintiff Sham and Plaintiff
O'Brien, having sought consolidation of the CJC Action, the JFS
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 No.
10CV673.
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. Global Med believes that the
Amended Complaint is without merit.
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.
On March 17, 2010, the Consolidated Plaintiffs and the Defendants
executed a Memorandum of Understanding in settlement of all
claims and liabilities in the Amended Complaint.
In connection with the Settlement Memorandum, Haemonetics has
agreed to reduce the amount of the termination fee to $2.4
million. Global Med has agreed to amend the Schedule 14D-9 to
include supplemental disclosure, without any admission to the
materiality of such supplemental disclosures (those supplemental
disclosures are all included in Amendment No. 2 to the Schedule
14D-9).
The parties stipulated that the Offer shall remain open for an
additional five business days following the date of the filing of
Amendment No. 2 to the Schedule 14D-9, i.e. March 24, 2010. The
parties have agreed that confirmatory discovery shall be
conducted involving depositions of a representative from St.
Charles and one member of the Special Committee. The parties
have not reached an agreement concerning Consolidated Plaintiffs'
fees and costs, if any, and the Defendants have not waived their
right to challenge same on any grounds. Consolidated Plaintiffs
will file their application for fees and costs with the court at
the appropriate time.
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. As of Dec. 31,
2008 these products were in use in over 740 sites in five
countries. The company acquired Inlog S.A on June 26, 2008. On
Aug. 1, 2008, the Company acquired Donor product with the
acquisition of substantially all of the assets of Blueridge
Solutions, L.C., doing business as eDonor, is a Web-based donor
relationship management system that integrates recruitment,
scheduling, retention and fulfillment for blood donation centers
of all sizes.
HEALTHWAYS INC: Continues to Defend Consolidated Suit in Tenn.
--------------------------------------------------------------
Healthways, Inc., continues to defend a consolidated amended
complaint alleging violations of the Securities Exchange Act of
1934, 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.
Beginning on June 5, 2008, Healthways and certain of its present
and former officers and/or directors were named as defendants in
two putative securities class actions filed in the U.S. District
Court for the Middle District of Tennessee, Nashville Division.
On Aug. 8, 2008, the court ordered the consolidation of the two
related cases, appointed lead plaintiff and lead plaintiff's
counsel, and granted lead plaintiff leave to file a consolidated
amended complaint.
The amended complaint, filed on Sept. 22, 2008, alleges that the
company and the individual defendants violated Sections 10(b) of
the Securities Exchange Act of 1934 and that the individual
defendants violated Section 20(a) of the Act as "control persons"
of Healthways. The amended complaint further alleges that
certain of the individual defendants also violated Section 20A of
the Act based on their stock sales. The plaintiff purports to
bring these claims for unspecified monetary damages on behalf of
a class of investors who purchased Healthways stock between July
5, 2007 and Aug. 25, 2008.
In support of these claims, the lead plaintiff alleges generally
that, during the proposed class period, the company made
misleading statements and omitted material information regarding:
(1) the purported loss or restructuring of certain
contracts with customers,
(2) the company's participation in the Medicare Health
Support pilot program for the Centers for Medicare &
Medicaid Services, and
(3) the company's guidance for fiscal year 2008.
The defendants filed a motion to dismiss the amended complaint on
Nov. 13, 2008.
On March 9, 2009, the Court denied the defendants' motion to
dismiss. The parties have exchanged discovery requests, and the
discovery phase of the lawsuit is presently underway.
Healthways, Inc. -- http://www.healthways.com/-- provides
specialized, health and care support solutions to help people
maintain or improve their health. The company delivers its
programs to customers, which include health plans, governments,
employers, and hospitals, in all 50 states, the District of
Columbia, and Puerto Rico. Healthways, Inc.'s programs focus on
prevention, education, physical fitness, health coaching,
behavior change and evidence-based medicine to drive adherence to
proven standards of care, medications and physicians' plans of
care. During the fiscal year ended Aug. 31, 2008 (fiscal 2008),
CIGNA HealthCare, Inc. and Blue Cross and Blue Shield of
Massachusetts, Inc. comprised approximately 20% and 10%,
respectively, of the company's revenues. Healthways, Inc.
commenced delivering its health and care support programs in
Germany and Brazil in January 2008, and June 2008, respectively.
In October 2009, Healthways Inc. announced the acquisition of
HealthHonors.
HEALTHWAYS INC: Faces New ERISA Violations Suit in Tennessee
------------------------------------------------------------
Healthways, Inc., faces a new putative class action complaint
alleging violations of the Employee Retirement Income Security
Act, 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 July 31, 2008, a purported class action alleging violations of
the Employee Retirement Income Security Act was filed in the U.S.
District Court for the Middle District of Tennessee, Nashville
Division against Healthways, Inc. and certain of its directors
and officers alleging breaches of fiduciary duties to
participants in the company's 401(k) plan. The central
allegation is that company stock was an imprudent investment
option for the 401(k) plan.
An amended complaint was filed on Sept. 29, 2008, naming as
defendants the company, the Board of Directors, certain officers,
and members of the Investment Committee charged with
administering the 401(k) plan. The amended complaint alleged
that the defendants violated ERISA by failing to remove the
company stock fund from the 401(k) plan when it allegedly became
an imprudent investment, by failing to disclose adequately the
risks and results of the MHS pilot program to 401(k) plan
participants, and by failing to seek independent advice as to
whether to continue to permit the plan to hold company stock.
It further alleged that the company and its directors should have
been more closely monitoring the Investment Committee and other
plan fiduciaries. The amended complaint sought damages in an
undisclosed amount and other equitable relief. The defendants
filed a motion to dismiss on Oct. 29, 2008. On Jan. 28, 2009,
the Court granted the defendants' motion to dismiss the
plaintiff's claims for breach of the duty to disclose with regard
to any non-public information and information beyond the specific
disclosure requirements of ERISA and denied Defendants' motion to
dismiss as to the remainder of the plaintiff's claims. A period
of discovery ensued.
On May 12, 2009, the plaintiff filed a motion for class
certification. After the plaintiff failed, without explanation,
to appear for his scheduled deposition, the Court issued an Order
on July 10, 2009 warning the plaintiff that his failure to
participate in the lawsuit could result in sanctions, including
but not limited to dismissal. After the plaintiff's failure to
participate continued, on July 23, 2009, the defendants filed a
motion to dismiss for failure to prosecute the action.
On Aug. 6, 2009, the parties filed a stipulation of dismissal
with prejudice as to the named plaintiff but otherwise without
prejudice, and the Court entered an Order to that effect on the
same date.
On Feb. 1, 2010, a new named plaintiff filed another putative
class action complaint in the U.S. District Court for the Middle
District of Tennessee, Nashville Division, alleging ERISA
violations in the administration of the company's 401(k) plan.
The new complaint is identical to the original complaint,
including the allegations and the requests for relief.
Defendants' answer to this complaint is due to be filed on or
about March 22, 2010.
Healthways, Inc. -- http://www.healthways.com/-- provides
specialized, health and care support solutions to help people
maintain or improve their health. The company delivers its
programs to customers, which include health plans, governments,
employers, and hospitals, in all 50 states, the District of
Columbia, and Puerto Rico. Healthways, Inc.'s programs focus on
prevention, education, physical fitness, health coaching,
behavior change and evidence-based medicine to drive adherence to
proven standards of care, medications and physicians' plans of
care. During the fiscal year ended Aug. 31, 2008 (fiscal 2008),
CIGNA HealthCare, Inc. and Blue Cross and Blue Shield of
Massachusetts, Inc. comprised approximately 20% and 10%,
respectively, of the company's revenues. Healthways, Inc.
commenced delivering its health and care support programs in
Germany and Brazil in January 2008, and June 2008, respectively.
In October 2009, Healthways Inc. announced the acquisition of
HealthHonors.
INTELIUS INC: Accused in Wash. of Deceptive Marketing Practices
---------------------------------------------------------------
Courthouse News Service reports that Intelius bills customers
$19.95 a month "in perpetuity" for Internet services they don't
know they are ordering, a class action claims in Federal Court.
And Intelius profits twice, by getting a "bounty" from a marketer
that "foists unwanted services" on customers, the class claims.
Intelius offers Internet services such as reverse telephone
directories, people-search directories and background checks.
"When class members sign up for such services, they provide their
credit/debit card information," according to the complaint.
"Through Intelius' misleading 'in-cart marketing' and 'post-
transaction marketing' efforts on its Web site, when the consumer
purchases an Intelius product, the consumer also unknowingly
enrolls in a subscription-based service with Intelius or Adaptive
Marketing, LLC. The details and/or benefits of those
subscription services generally are never made known to the
consumer, yet the consumer is then later billed a significant
monthly fee -- often $19.95/month -- in perpetuity."
The class claims this "is a result of a July 10, 2007 marketing
agreement . . . between Intelius Sales, LLC and Adaptive
Marketing that provides for Intelius to transmit to Adaptive all
the credit card and customer information it receives from selling
Intelius products. For its part, Adaptive pays Intelius a
'bounty' -- an undisclosed fee for each customer. In this way,
Adaptive is able to foist unwanted services (and the related
monthly charges) on unsuspecting consumers without full or
adequate disclosure. Upon information and belief, this alliance
between Intelius and Adaptive has caused consumers to unknowingly
pay Adaptive (and thus, indirectly, Intelius) millions of dollars
in nonexistent and/or unwanted services."
Adaptive is not named as a defendant. The defendants are
Intelius and Intelius Sales.
The class seeks restitution and treble damages for deceptive
trade and consumer law violations.
A copy of the Complaint in Bebbington v. Intelius, Inc., et al.,
Case No. 10-cv-00500 (W.D. Wash.) (Jones, J.), is available at:
http://www.courthousenews.com/2010/03/26/Intelius.pdf
The Plaintiff is represented by:
Mark A. Griffin, Esq.
Karin B. Swope, Esq.
KELLER ROHRBACK L.L.P.
1201 Third Ave., Suite 3200
Seattle, WA 98101
Tel: 206-623-1900
E-mail: mgriffin@kellerrohrback.com
kswope@kellerrohrback.com
J.P. MORGAN: Loan Underwriter Overtime Suit filed in S.D.N.Y.
-------------------------------------------------------------
Attorney Kelly M. Dermody of Lieff Cabraser Heimann & Bernstein,
LLP, filed a class action lawsuit charging that J.P. Morgan Chase
& Co. had a common practice of misclassifying its loan
underwriters as exempt and failing to pay them for all overtime
hours worked in violation of federal overtime pay laws. Chase,
one of the country's largest commercial banks, performs a
significant amount of real estate loan origination and
underwriting. Chase employs roughly 500-1,000 underwriters
nationwide.
"All of us underwriters worked long days and on weekends
processing loan applications. We gave our all to bring in
billions of dollars of revenue for Chase" stated plaintiff Gayla
Pickle. "It's only fair that they should pay us for all that
overtime."
Plaintiff's counsel Kelly M. Dermody added, "This lawsuit seeks
fair compensation for the underwriters employed by Chase who
tirelessly worked late nights and long weekends processing loans,
which helped fuel Chase's success in the mortgage sector."
The lawsuit alleges that these workers were unlawfully denied
overtime pay. In fact, Chase reclassified its underwriters to
nonexempt status in February 2009, but failed to provide them
backpay for the overtime hours they had worked while classified
as exempt. Additionally, a federal appellate court recently
ruled against Chase on the issue of whether Chase underwriters
are exempt from federal overtime laws.
Current and former Chase underwriters who wish to report their
work experiences or learn more about the lawsuit should visit
http://www.jpmcovertime.com/
The web site allows witnesses and claimants to contact
plaintiffs' counsel.
The lawsuit, entitled Pickle v. J.P. Morgan Chase & Co., was
filed last week in the United States District Court in New York
City.
About Lieff Cabraser
Lieff Cabraser Heimann & Bernstein, LLP --
http://www.lieffcabraser.com/-- is a sixty-plus attorney law
firm that has represented plaintiffs nationwide since 1972. We
have offices in San Francisco, New York, and Nashville. Lieff
Cabraser has a comprehensive and diverse practice which includes
representing employees in wage and hour class action lawsuits
seeking overtime pay. Since 2003, the National Law Journal has
selected Lieff Cabraser as one of the top plaintiffs' law firms
in the nation.
JAKKS PACIFIC: Preliminary Okay of $3.9 Mil. Settlement Pending
---------------------------------------------------------------
The preliminary approval of the agreement settling the matter In
re JAKKS Pacific, Inc. Shareholders Class Action Litigation,
Civil Action No. 04-8807, for $3.9 million remains pending,
according to the company's March 17, 2010, Form 10-K filing with
the U.S. Securities and Exchange Commission for the year ended
Dec. 31`, 2009.
In November 2004, several purported class action lawsuits were
filed in the U.S. District Court for the Southern District of New
York:
(1) Garcia v. JAKKS Pacific, Inc. et al., Civil Action
No. 04-8807 (filed on Nov. 5, 2004),
(2) Jonco Investors, LLC v. JAKKS Pacific, Inc. et al.,
Civil Action No. 04-9021 (filed on Nov. 16, 2004),
(3) Kahn v. JAKKS Pacific, Inc. et al., Civil Action
No. 04-8910 (filed on Nov. 10, 2004),
(4) Quantum Equities L.L.C. v. JAKKS Pacific, Inc. et al.,
Civil Action No. 04-8877 (filed on Nov. 9, 2004), and
(5) Irvine v. JAKKS Pacific, Inc. et al., Civil Action
No. 04-9078 (filed on Nov. 16, 2004)
The complaints in the Class Actions alleged that defendants
issued positive statements concerning increasing sales of its WWE
licensed products which were false and misleading because the WWE
licenses had allegedly been obtained through a pattern of
commercial bribery, the company's relationship with the WWE was
being negatively impacted by the WWE's contentions and there was
an increased risk that the WWE would either seek modification or
nullification of the licensing agreements with the company.
Plaintiffs also alleged that the company misleadingly failed to
disclose the alleged fact that the WWE licenses were obtained
through an unlawful bribery scheme. The plaintiffs in the Class
Actions were described as purchasers of the ocmpany's common
stock, who purchased from as early as Oct. 26, 1999 to as late as
Oct. 19, 2004.
The Class Actions sought compensatory and other damages in an
undisclosed amount, alleging violations of Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder by each of the defendants (namely the company and
Messrs. Friedman, Berman and Bennett), and violations of Section
20(a) of the Exchange Act by Messrs. Friedman, Berman and
Bennett.
On Jan. 25, 2005, the Court consolidated the Class Actions under
the caption In re JAKKS Pacific, Inc. Shareholders Class Action
Litigation, Civil Action No. 04-8807.
On May 11, 2005, the Court appointed co-lead counsels and
provided until July 11, 2005 for an amended complaint to be
filed; and a briefing schedule thereafter with respect to a
motion to dismiss. The motion to dismiss was fully briefed and
argument occurred on Nov. 30, 2006. The motion was granted in
January 2008 to the extent that the Class Actions were dismissed
without prejudice to plaintiffs' right to seek leave to file an
amended complaint based on statements that the WWE licenses were
obtained from the WWE as a result of the long-term relationship
with WWE.
A motion seeking leave to file an amended complaint was granted
and an amended complaint filed. Briefing was completed with
respect to a motion to dismiss that was scheduled for argument in
October 2008. The Court adjourned the argument date.
The parties notified the Court that an agreement to resolve this
action was reached.
In November 2009, a motion was filed by plaintiffs' counsel for
preliminary approval of this agreement, which provides for the
matter to be settled for $3.9 million, without any admission of
liability on the part of the Company, or its officers and
directors.
JAKKS Pacific, Inc. -- http://www.jakkspacific.com/-- is a
multi-line, multi-brand toy company that designs, produces and
markets toys and related products, writing instruments and
related products, pet toys, treats and related products and other
consumer products. The company focuses its business on acquiring
or licensing trademarks and brand names with long product
histories (evergreen brands). JAKKS products are toys and
accessories that include traditional toys; craft, activity and
writing products and pet products. The company sells its
products to toy and retail chain stores, department stores,
office supply stores, drug and grocery store chains, club stores,
toy specialty stores and wholesalers. On Oct. 7, 2008, the
Company acquired the assets of Tollytots Limited. On Oct. 8,
2008, it acquired all the stock of Kids Only, Inc. and a related
Hong Kong company, Kids Only Limited. On Dec. 29, 2008, JAKKS
acquired certain assets of Disguise, Inc. and a related Hong Kong
company, Disguise Limited.
KADANT INC: First Court Affirms Dismissal Ruling
------------------------------------------------
The U.S. First Circuit Court of Appeals has affirmed the ruling
of the U.S. District Court for the District of Massachusetts
dismissing the suit where Kadant Inc., is a co-defendant,
according to the company's March 16, 2010, Form 10-K filing with
the U.S. Securities and Exchange Commission for the year ended
Jan. 2, 2010.
The company was named as a co-defendant, together with Composites
LLC and another defendant, in a consumer class action lawsuit
filed in the U.S. District Court for the District of
Massachusetts on Dec. 27, 2007 on behalf of a putative class of
individuals who own GeoDeck(TM) decking or railing products
manufactured by Composites LLC between April 2002 and October
2003.
The complaint in this matter purported to assert, among other
things, causes of action for unfair and deceptive trade
practices, fraud, negligence, breach of warranty and unjust
enrichment, and it sought compensatory damages and punitive
damages under various state consumer protection statutes.
The District Court dismissed the complaint against all defendants
in its entirety on Nov. 19, 2008.
On March 3, 2009, the District Court denied the plaintiffs' post-
judgment motions to vacate this order of dismissal and amend the
complaint.
The plaintiffs appealed the District Court's denial of these
motions to the U.S. First Circuit Court of Appeals, which
affirmed the District Court's ruling on Dec. 23, 2009.
The plaintiffs petitioned the U.S. First Circuit Court of Appeals
for a rehearing en banc, which was denied on Feb. 2, 2010.
Kadant Inc. -- http://www.kadant.com/-- is a supplier of
equipment used in the global papermaking and paper recycling
industries. The company also manufactures granules made from
papermaking byproducts. The company's operations consist of one
operating segment, Pulp and Papermaking Systems (Papermaking
Systems), and two separate product lines reported in Other
Businesses, which include Fiber-based Products and, until its
sale in April 2007, Casting Products. Its Papermaking Systems
segment develops, manufactures and markets equipment for the
global papermaking and paper recycling industries.
KADANT INC: Continues to Defend Against State Complaints
--------------------------------------------------------
Kadant Inc., continues to defend against several state class
action complaints alleging unfair and deceptive trade practices,
according to the company's March 16, 2010, Form 10-K filing with
the U.S. Securities and Exchange Commission for the year ended
Jan. 2, 2010.
The company has been named as a co-defendant, together with
Composites LLC and two other defendants, in several state class
action complaints that are substantially similar to the complaint
in the purported federal class action filed in the U.S. District
Court for the District of Massachusetts.
These complaints were filed between Oct. 1, 2009 and Nov. 13,
2009 in state courts in Colorado, Connecticut, Maryland,
Massachusetts, New Mexico, New York, and Washington.
To the company's knowledge, these complaints have been filed to
date:
-- on Oct. 1, 2009 in the First Judicial District Court,
County of Santa Fe, State of New Mexico;
-- on Oct. 7, 2009 in the Supreme Court of the State of
New York, County of Westchester;
-- on Oct. 8, 2009 in the Superior Court, Middlesex County,
Commonwealth of Massachusetts;
-- on Oct. 15, 2009 in the Superior Court, Judicial
District of Middlesex, State of Connecticut; and
-- on Oct. 30, 2009 in the District Court, Boulder County,
State of Colorado.
These complaints, which are substantially identical, purport to
assert, among other things, causes of action for unfair and
deceptive trade practices, breach of the duty to warn, and breach
of warranty and unjust enrichment and seek compensatory damages
for similarly situated consumers within those states in estimated
amounts of less than $5 million each.
The attorneys for the plaintiffs in the state class action
complaints, who also represent the plaintiffs in the federal
class action, have threatened to file additional state class
action complaints.
Kadant Inc. -- http://www.kadant.com/-- is a supplier of
equipment used in the global papermaking and paper recycling
industries. The company also manufactures granules made from
papermaking byproducts. The company's operations consist of one
operating segment, Pulp and Papermaking Systems (Papermaking
Systems), and two separate product lines reported in Other
Businesses, which include Fiber-based Products and, until its
sale in April 2007, Casting Products. Its Papermaking Systems
segment develops, manufactures and markets equipment for the
global papermaking and paper recycling industries.
LANDRY'S RESTAURANTS: Faces Amended Complaint in Delaware
---------------------------------------------------------
Landry's Restaurants, Inc., faces an amended complaint relating
to the buyout offer of its Chairman and Chief Executive Officer,
Mr. Tilman J. Fertitta, 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 Feb. 5, 2009, a purported class action and derivative lawsuit
entitled Louisiana Municipal Police Employee's Retirement System
on behalf of itself and all other similarly situated shareholders
of Landry's Restaurant's, Inc. and derivatively on behalf of
nominal defendant Landry's Restaurant's, Inc. was brought against
all members of the company's Board of Directors, Fertitta
Holdings, Inc., and Fertitta Acquisition Co. in the Court at
Chancery of the State of Delaware.
The lawsuit alleges, among other things, a breach of a fiduciary
duty by the directors for renegotiating the 2008 merger agreement
with the Fertitta entities, allowing Mr. Fertitta to acquire
shares of stock in the company and gain majority control thereof,
and terminating the 2008 merger agreement without requiring
payment of the reverse termination fee.
The suit seeks consummation of the merger buyout at $21.00 a
share or damages representing the difference between $21.00 per
share and the price at which class members sold their stock in
the open market, or damages for allowing Mr. Fertitta to acquire
control of the company without paying a control premium, or
alternatively requiring payment of the reverse termination fee or
damages for the devaluation of the Company's stock.
On Jan. 29, 2010, plaintiff in the foregoing action filed an
amended complaint also naming Fertitta Group, Inc. and Fertitta
Merger Co. as defendants and has further alleged that Mr.
Fertitta's latest proposal to acquire all of the company's
outstanding stock on Nov. 3, 2009 was unfair and that defendants
breached their fiduciary duties in entering into a 2009 merger
agreement at $14.75.
Also, the amended complaint alleges that the Board approved an
excessive golden parachute for Mr. Fertitta (albeit over seven
years ago) and requests that the Court invalidate same. In
addition, plaintiff asserts that there has been inadequate
disclosure in the company's preliminary proxy statement filed
with the SEC in connection with the $14.75 merger transaction.
In connection with the amended complaint, plaintiff also seeks an
injunction of the $14.75 transaction unless curative disclosures
are made, appointment of a Trustee to conduct a sale of us to
maximize shareholder value, and the imposition of a constructive
trust on shares acquired by Mr. Fertitta after June 2008 to be
voted in favor of a transaction that provides the highest offer
to the company's shareholders.
Landry's Restaurants, Inc. -- http://www.landrysrestaurants.com/
-- is a diversified restaurant hospitality and entertainment
company principally engaged in the ownership and operation of
full-service, casual dining restaurants, primarily under the
names of Rainforest Cafe, Saltgrass Steak House, Landry's Seafood
House, The Crab House, Charley's Crab and The Chart House.
LANDRY'S RESTAURANTS: Faces Consolidated Suit Over Buyout Plan
--------------------------------------------------------------
Landry's Restaurants, Inc., continues to defend a consolidated
complaint relating to the buyout offer of its Chairman and Chief
Executive Officer, Mr. Tilman J. Fertitta, 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 Nov. 3, 2009, the company entered into a definitive merger
agreement with a company wholly-owned by its Chairman and Chief
Executive Officer, Mr. Tilman J. Fertitta.
Goldfein Action
Following Mr. Fertitta's proposal to acquire all of the company's
outstanding stock on Nov. 3, 2009, the class action lawsuit
styled Frederic Goldfein, Individually and on behalf of all
others similarly situated v. Landry's Restaurants, Inc., et al.
was filed in the District Court of Harris County, 164th Judicial
District.
The company is named in the Petition as a defendant along with
all of its directors. Plaintiff has alleged that in connection
with the proposed merger transaction, defendants have violated
their fiduciary duties, duties of loyalty and good faith and fair
dealing and have placed an artificial lid on the price of the
company's stock by announcing a transaction at an inadequate
price. Plaintiff seeks to enjoin the transaction until we adopt
procedures and a process to obtain the highest price for
shareholders, or alternatively to rescind the transaction.
Biancalana Action
Ralph Biancalana, Individually and on behalf of all others
similarly situated v. Tilman J. Fertitta, et al., a putative
class action, was filed on Nov. 10, 2009 in the District Court of
Harris County, Texas, 165th Judicial District, following Mr.
Fertitta's latest proposal to acquire all of the company's
outstanding stock. The company is named in the Petition as a
defendant along with all of its directors.
Plaintiff has alleged, among other things, that in connection
with the proposed merger transaction, the company's directors
have knowingly and recklessly violated their fiduciary duty of
care, have violated their fiduciary duties of loyalty, good
faith, candor and independence, and that the transaction contains
an inadequate and unfair price. Plaintiff also alleged that the
company aided and abetted its directors' alleged breach of
fiduciary duty. Plaintiff seeks to enjoin the transaction and
the payment of a termination fee to Mr. Fertitta. Plaintiff also
requests declarations from the Court that the termination fee is
unfair, and that the company's directors have breached their
fiduciary duties to its shareholders. Plaintiff seeds recovery
of attorneys fees and costs.
Caryer Action
On Nov. 17, 2009, Robert Caryer filed a class action petition in
the District Court of Harris County, 125th Judicial District.
The lawsuit is styled Robert Caryer, individually and on behalf
of all other similarly situated v. Landry's Restaurants, Inc.,
Tilman J. Fertitta, Steve L. Scheinthal, Kenneth Brimmer, Michael
S. Chadwick, Joe Max Taylor and Richard H. Liem.
Plaintiff has alleged that in connection with the proposed merger
transaction, defendants have violated their fiduciary duties,
duties of loyalty and good faith and fair dealing and have placed
an artificial lid on the price of the company's stock by
announcing a transaction at an inadequate price. Plaintiff seeks
to enjoin the transaction until the company adopt procedures and
a process to obtain the highest price for shareholders, or
alternatively to rescind the transaction.
Consolidated Action
On Jan. 15, 2010, Goldfein, Biancalana and Caryer were
consolidated by Court order.
Plaintiffs allege in the consolidated petition that in connection
with the proposed merger transaction, defendants have violated
their fiduciary duties, duties of loyalty and good faith and fair
dealing and have placed an artificial lid on the price of the
company's stock by announcing a transaction at an inadequate
price. Plaintiffs seek to enjoin the transaction until the
company adopt procedures and a process to obtain the highest
price for shareholders, or alternatively to rescind the
transaction.
Landry's Restaurants, Inc. -- http://www.landrysrestaurants.com/
-- is a diversified restaurant hospitality and entertainment
company principally engaged in the ownership and operation of
full-service, casual dining restaurants, primarily under the
names of Rainforest Cafe, Saltgrass Steak House, Landry's Seafood
House, The Crab House, Charley's Crab and The Chart House.
LOJACK CORP: Ninth Circuit Affirms Dismissal Ruling
---------------------------------------------------
The U.S. Ninth Circuit Court of Appeals has affirmed the ruling
of the U.S. District Court for the Central District of California
dismissing federal law claims against LoJack 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 April 5, 2006, a suit was filed against LoJack alleging
violations of the Fair Labor Standards Act, the California Labor
Code and the California Business & Professions Code, and seeking
class action status. The plaintiff contends that the company
improperly credited break time and overtime pay and seeks
unspecified monetary and injunctive relief.
In September 2007, the Court dismissed the plaintiff's federal
law claims which represented the largest part of the the
company's potential exposure. The plaintiff appealed the
District Court's decision and, on Feb. 4, 2009, the case was
argued before the Ninth Circuit Court of Appeals.
On Aug. 21, 2009, the Ninth Circuit affirmed the district court's
grant of summary judgment except as to the claim for compensation
for the required postliminary data transmission, which was
vacated. The plaintiff filed a petition for rehearing to the
Ninth Circuit and on March 2, 2010 the Ninth Circuit rendered its
decision.
The Ninth Circuit affirmed the district court's grant of summary
judgment except as to (i) the claim for compensation for
commuting under state law and (ii) the required postliminary data
transmission, which were vacated. The company plans to file a
petition for rehearing to the Ninth Circuit.
State Claims
Due to the dismissal of the plaintiff's claims in federal court,
in November 2007, the plaintiff also filed state law claims in
California State Court. In January 2008, the company removed the
state law claims to the U.S. District Court for the Central
District of California. The plaintiff filed a motion to remand
the case back to California State Court and that motion was
subsequently granted.
The plaintiff's motion for class certification and the company's
motion for summary judgment and opposition to class certification
were heard on April 16, 2009. In June 2009, the California State
Court granted the plaintiff's claims for class certification with
respect to nine claims.
The court denied certification with respect to five of the claims
and did not rule on the company's motion for summary judgment.
The company appealed the decision in August 2009 and the
appellate court granted the writ and ordered the lower court to
vacate the order.
On Sept. 24, 2009, the Superior Court of California issued a
revised ruling containing the court's rationale in certifying the
claims and in appointing the class representative. The company
appealed this revised ruling in October 2009 and on Dec. 3, 2009
the appellate court granted the writ and ordered the lower court
vacate the order, thus preventing a class action notice from
being delivered and a certification trial from going forward. A
hearing on this writ is currently scheduled for March 18, 2010.
LoJack Corporation -- http://www.lojack.com/-- is a global
provider of technology products and services for the tracking and
recovery of stolen mobile assets. LoJack's integration with law
enforcement agencies, its technology and wireless network provide
a means for the tracking and recovery of stolen vehicles,
motorcycles and construction equipment. LoJack operates through
three segments: domestic, international and Boomerang. Under the
domestic segment, LoJack develops and markets a variety of
products designed to track and recover stolen vehicles,
construction equipment, motorcycles, cargo and hazardous
materials. Through the international segment, its licensed
stolen vehicle recovery technology is operational in 32 countries
and territories worldwide. Revenue from the Boomerang segment is
derived primarily from the sale and installation of Boomerang
Espion, Boomerang Espion Alert, Boomerang, Boomerang2 and
BoomerangXpress Units. In April 2008, it acquired the assets of
LSC Locator Systems Corp.
MRV COMMS: Agrees to Settle Securities Suit for $10 Million
-----------------------------------------------------------
MRV Communications, Inc., has entered into an agreement to settle
a securities class action lawsuits for $10 million, 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.
Between June 10, 2008 and Aug. 15, 2008, five purported
stockholder derivative and securities class action lawsuits were
filed in the U.S. District Court in the Central District of
California and one derivative lawsuit was filed in the Superior
Court of the State of California against the company and certain
of our current and former officers and directors.
The five lawsuits filed in the Central District of California
were consolidated. Claims are asserted under Section 10(b) and
20(a), of the Exchange Act and Rule 10b-5 promulgated thereunder.
The allegations set forth in the complaints are based on facts
disclosed in the company's press release of June 5, 2008, which
was included as Exhibit 99.1 to its Current Report on Form 8-K
filed with the SEC on June 6, 2008.
The complaints seek to recover from the defendants unspecified
compensatory and punitive damages, to require the company to
undertake reforms to corporate governance and internal control
procedures, to obtain an accounting of stock option grants found
to be improper, to impose a constructive trust over stock options
and proceeds derived therefrom, to disgorge from any of the
defendants who received allegedly improper stock options the
profits obtained therefrom, to rescind improperly priced options
and to recover costs of suit, including legal and other
professional fees and other equitable relief.
The plaintiffs in the consolidated lawsuits and the defendants
have stipulated to a postponement of further action until after
the issuance by MRV of its restated financial statements, and
have further agreed to mediation of the litigations.
The plaintiffs in the securities class action lawsuits have
tentatively agreed to a settlement of $10 million, which the
company expects to be covered by its director and officer
insurance policies. The parties to the securities class action
lawsuits are preparing a stipulation of settlement which they
expect to submit to the court on or before March 19, 2010.
The company and plaintiffs in the federal and California state
derivative lawsuits have attended two mediations but have not
been successful in reaching a settlement of these claims. The
company has filed a motion to dismiss the federal derivative
claims. This motion is fully briefed and set for a hearing in
the District Court on March 15, 2010.
The company also plans to file a demurrer (e.g., motion to
dismiss) in the California derivative lawsuit on or before March
22, 2010. There is no hearing date yet set for this anticipated
motion.
MRV Communications, Inc. -- http://www.mrv.com/-- is a supplier
of communications equipment and services to carriers, governments
and enterprise customers, worldwide. The company is a supplier
of optical components, primarily through its wholly owned
subsidiaries: Source Photonics and Fiberxon. The company conducts
its business along three principal segments: the network
equipment group, the network integration group and the optical
components group.
NATIONAL WESTERN: Approval of $17 Million Settlement Pending
------------------------------------------------------------
National Western Life Insurance Company continues to pursue
approval of an agreement settling a class action lawsuit for
$17 million, 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.
The company was a defendant in a class action lawsuit initially
filed on Sept. 17, 2004, in the Superior Court of the State of
California for the County of Los Angeles. The California state
court certified a class consisting of certain California
policyholders age 65 and older alleging violations under
California Business and Professions Code section 17200. The
court additionally certified a subclass of 36 policyholders
alleging fraud against their agent, and vicariously against the
Company. The California Insurance Department had intervened in
this case asserting that the Company has violated California
insurance laws. The parties to this case had been involved in
court-ordered mediation and ongoing negotiations.
The company entered into a settlement agreement with the
plaintiffs and plaintiff in intervention providing a settlement
benefit of approximately $17 million.
National Western Life Insurance Company --
https://www.nationalwesternlife.com/ -- is a stock life insurance
company and doing business in 49 states, the District of
Columbia, and four United States territories or possessions. The
company is also licensed in Haiti, and although not otherwise
licensed, accepts applications from and issues policies to
residents of various countries in Central and South America, the
Caribbean, the Pacific Rim, Eastern Europe and Asia. Such
policies are underwritten, accepted, and issued in the United
States upon applications submitted by independent contractors.
It provides life insurance products for the savings and
protection needs of approximately 148,000 policyholders and for
the asset accumulation and retirement needs of 117,000 annuity
contract holders. It offers a portfolio of individual whole
life, universal life and term insurance plans, and annuities,
including supplementary riders. It manages its business between
Domestic Insurance Operations and International Insurance
Operations.
NATIONAL WESTERN: Continues to Defend RICO Violations Suit
----------------------------------------------------------
National Western Life Insurance Company continues to defend a
class action lawsuit alleging violations of the Racketeer
Influenced and Corrupt Organizations Act.
The company is a defendant in a class action lawsuit pending as
of June 12, 2006, in the U.S. District Court for the Southern
District of California. The case is titled In Re National
Western Life Insurance Deferred Annuities Litigation and is in
the discovery phase.
The complaint asserts claims for RICO violations, Financial Elder
Abuse, Violation of Cal. Bus. & Prof. Code 17200, et seq,
Violation of Cal. Bus. & Prof. Code 17500, et seq, Breach of
Fiduciary Duty, Aiding and Abetting Breach of Fiduciary Duty,
Fraudulent Concealment, Cal. Civ. Code 1710, et seq, Breach of
the Duty of Good Faith and Fair Dealing, and Unjust Enrichment
and Imposition of Constructive Trust.
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.
National Western Life Insurance Company --
https://www.nationalwesternlife.com/ -- is a stock life insurance
company and doing business in 49 states, the District of
Columbia, and four United States territories or possessions. The
company is also licensed in Haiti, and although not otherwise
licensed, accepts applications from and issues policies to
residents of various countries in Central and South America, the
Caribbean, the Pacific Rim, Eastern Europe and Asia. Such
policies are underwritten, accepted, and issued in the United
States upon applications submitted by independent contractors.
It provides life insurance products for the savings and
protection needs of approximately 148,000 policyholders and for
the asset accumulation and retirement needs of 117,000 annuity
contract holders. It offers a portfolio of individual whole
life, universal life and term insurance plans, and annuities,
including supplementary riders. It manages its business between
Domestic Insurance Operations and International Insurance
Operations.
SPORT OBERMEYER: Recalls 3,900 Girl's Ski Jackets
-------------------------------------------------
The U.S. Consumer Product Safety Commission, in cooperation with
Sport Obermeyer, Ltd., of Aspen, Colo., announced a voluntary
recall of about 3,900 Posey, Lily, Rose and Daisy Girls' Ski
Jackets. Consumers should stop using recalled products
immediately unless otherwise instructed.
The jackets have a drawstring at the waist which can pose an
entrapment hazard to children. In February 1996, CPSC issued
guidelines (which were incorporated into an industry voluntary
standard in 1997) to help prevent children from strangling or
getting entangled on the neck and waist drawstrings in upper
garments, such as jackets and sweatshirts.
No incidents or injuries have been reported.
The recalled girls' jackets have drawstrings at the waist, sold
in sizes 1 to 8 and the names and corresponding style numbers
are: Lily #91549, Rose # 91552, Daisy #91555, Posey #91558. The
style number is printed on the tag inside the neck of the
jackets. Pictures of the recalled products are available at:
http://www.cpsc.gov/cpscpub/prerel/prhtml10/10183.html
The recalled products were manufactured in Vietnam and sold by
various boutique and ski/sport retailers from July 2009 through
February 2010 from $90 to $140.
Consumers should immediately remove the drawstrings from the
jackets to eliminate the hazard or return it to Sport Obermeyer,
Ltd. for a full refund. For additional information, please
contact Sport Obermeyer Ltd. at (800)778-5465 between 9:00 a.m.
and 5:00 p.m., Mountain Time, Monday through Friday or visit the
firm's Web site at http://www.obermeyer.com/
ORBCOMM INC: New Jersey Court Approves $2.45 Million Settlement
---------------------------------------------------------------
The U.S. District Court for the District of New Jersey has
approved the $2.45 million settlement in the matter Blake
Partners, Inc. v. ORBCOMM, Inc. et al., Case No. 2:07-cv-04517-
WHW-CCC, according to ORBCOMM, Inc.'s March 16, 2010, Form 10-K
filing with the U.S. Securities and Exchange Commission for the
year ended Dec. 31, 2009.
On Sept. 20 and 25, 2007, two separate plaintiffs filed purported
class action lawsuits against the company and certain of its
officers.
On July 17, 2008, the lead plaintiffs filed their consolidated
complaint against the company and certain of its officers, and
added as defendants the two co-lead underwriters of the company's
initial public offering, UBS Securities LLC and Morgan Stanley &
Co. Incorporated. The consolidated complaint alleges, among
other things, that the company's registration statement related
to its initial public offering in November 2006 contained
material misstatements and omissions in violation of the
Securities Act of 1933.
The action sought to recover compensatory and rescissory damages,
on behalf of a class of shareholders who purchased common stock
in and/or traceable to the company's initial public offering on
or about Nov. 3, 2006 through Aug. 14, 2007.
On Feb. 25, 2009, the company and the other named defendants
agreed in principle to settle the action, while continuing to
deny any liability for these claims, for a payment of $2,450,000
paid in the fourth quarter of 2009 by the company's insurer
providing directors and officers liability coverage for the
claims asserted in the litigation.
As of Dec. 31, 2008, the company accrued the $2,450,000 as a
component of accrued liabilities. The company had established a
receivable from its insurance carrier in the same amount that is
included in receivable from insurance recovery as collection was
probable.
On May 21, 2009, the company and the other named defendants
entered into a definitive settlement agreement to settle the
action. On Nov. 2, 2009, the Court approved the settlement.
ORBCOMM Inc. -- http://www.orbcomm.com/-- operates a global
commercial wireless messaging system designed for narrowband
communications. ORBCOMM's system consists of a global network of
27 low-Earth orbit satellites and accompanying ground
infrastructure. The company's two-way communications system
enables its customers and end users to track, monitor, control
and communicate with fixed and mobile assets located anywhere in
the world. ORBCOMM provides terrestrial-based cellular
communication services through a reseller agreement with a
cellular wireless provider. The terrestrial-based communication
services enable ORBCOMM's customers who have higher bandwidth
requirements to receive and send messages from communication
devices based on terrestrial-based technologies using the
cellular provider's wireless network, as well as from dual-mode
devices combining the Company's satellite subscriber
communicators with devices for terrestrial-based technologies.
OXIGENE INC: Faces Consolidated Suit Owe to VaxGen Merger Plan
--------------------------------------------------------------
OXiGENE Inc., faces a consolidated class action suit resulting
from its planned acquisition of VaxGen, Inc., 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 Oct. 30, 2009, a putative stockholder class action lawsuit was
filed against VaxGen, Inc., members of the VaxGen board of
directors, OXiGENE and the merger subsidiary formed by OXiGENE to
conduct the merger of VaxGen and OXiGENE, in the Superior Court
of California, County of San Mateo.
The actions, first served on VaxGen on Nov. 4, 2009, styled
Jensen v. Panek et al., William Ming v. VaxGen, Inc. et al. and
Lisa Hawes v. VaxGen, Inc. et al., allege, among other things,
that the members of the VaxGen board of directors violated their
fiduciary duties by failing to maximize value for VaxGen's
stockholders when negotiating and entering into the merger
agreement between OXiGENE and VaxGen.
The lawsuits were consolidated into one class action suit on Jan.
13, 2010.
The complaints also allege that OXiGENE and VaxGen aided and
abetted those purported breaches. In light of the termination of
the merger agreement, OXiGENE expects this lawsuit to be
dismissed in due course.
OXiGENE Inc. is a clinical-stage biopharmaceutical company
developing novel therapeutics to treat cancer and eye diseases.
The company's major focus is developing VDAs that selectively
disrupt abnormal blood vessels associated with solid tumor
progression and visual impairment. OXiGENE is dedicated to
leveraging its intellectual property and therapeutic development
expertise to bring life-extending and life-enhancing medicines to
patients.
SONY OPTIARC: Anticompetitive Optical Drive Practices Alleged
-------------------------------------------------------------
Matthew Slavin, on behalf of himself and others similarly
situated v. Sony Optiarc, Inc., et al., Case No. 10-cv-01291
(N.D. Calif. Mar. 26, 2010), accuses the optical disc drive
distributor of conspiring to artificially inflate prices for ODDs
and products containing these ODDs, in violation of antitrust
laws, particularly Section 1 of the Sherman Act. ODDs are a
standard component on computers.
The Plaintiff is represented by:
Michael P. Lehmann, Esq.
HAUSFELD LLP
44 Montgomery St., Suite 3400
San Francisco, CA 94104
Telephone: (415) 633-1909
E-mail: mlehmann@hausfeldllp.com
- and -
Michael D. Hausfeld, Esq.
HAUSFELD LLP
1700 K St., NW, Suite 650
Washington, DC 20006
Telephone: (202) 540-7200
E-mail: mhausfeld@hausfeldllp.com
- and -
Steig D. Olson, Esq.
HAUSFELD LLP
11 Broadway, Suite 615
New York, NY 10004
Telephone: (212) 830-9850
E-mail: solson@hausfeldllp.com
- and -
Eugene A. Spector, Esq.
William G. Caldes, Esq.
SPECTOR ROSEMAN KODROFF & WILLIS
1818 Market St., Suite 2500
Philadelphia, PA 19103
Telephone: (215) 496-0300
E-mail: espector@srkw-law.com
bcaldes@skrw-law.com
STERLING FINANCIAL: Faces Securities Violations Suit in Wash.
-------------------------------------------------------------
Sterling Financial Corporation faces a putative securities class
action complaint alleging violations of the Securities Exchange
Act of 1934, 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 Dec. 11, 2009, a putative securities class action complaint
was filed in the U.S. District Court for the Eastern District of
Washington against Sterling and certain of its current and former
officers.
The complaint alleges that the defendants violated sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and SEC Rule
10b-5 by making false and misleading statements concerning our
business and financial results. The complaint alleges that
defendants failed to disclose the extent of Sterling's delinquent
commercial real estate, construction and land loans, properly
record losses for impaired loans, properly reserve for loan
losses, and properly account for our goodwill and deferred tax
assets.
The complaint seeks, on behalf of persons who purchased the
company's common stock during the period from July 23, 2008 to
Jan. 13, 2009, damages of an unspecified amount and attorneys'
fees and costs.
Sterling Financial Corporation --
http://www.sterlingfinancialcorporation-spokane.com/-- is a bank
holding company. Its principal operating subsidiaries are
Sterling Savings Bank and Golf Savings Bank. During the year
ended Dec. 31, 2008, the principal operating subsidiary of
Sterling Savings Bank was INTERVEST-Mortgage Investment Company
(INTERVEST). The main focus of Golf Savings Bank, a Washington
State-chartered savings bank, is the origination and sale of
residential mortgage loans. The company's revenues are derived
primarily from interest earned on loans and mortgage-backed
securities (MBS), fees and service charges, and mortgage banking
operations (MBO).
STERLING FINANCIAL: Faces Two ERISA Violations Suit in Wash.
------------------------------------------------------------
Sterling Financial Corporation faces two putative class action
complaints alleging violations of the Employee Retirement Income
Security Act of 1974, as amended, 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. 20 and 22, 2010, two putative class action complaints
were filed in the U.S. District Court for the Eastern District of
Washington against Sterling and certain of its current and former
officers and directors. The complaints allege that defendants
violated sections 404 and 405 of the ERISA, by breaching their
fiduciary duties to participants in the Sterling Savings Bank
Employee Savings and Investment Plan and Trust.
The complaints allege that defendants breached their fiduciary
duties from July 23, 2008 to the date the complaints were filed
by investing Plan assets in Sterling's securities when defendants
knew or should have known that the price of Sterling's securities
were inflated because Sterling had failed to disclose the extent
of Sterling's delinquent commercial real estate, construction and
land loans, properly record losses for impaired loans, properly
reserve for loan losses, and properly account for our goodwill
and deferred tax assets.
The complaints seek damages of an unspecified amount and
attorneys' fees and costs.
Sterling Financial Corporation --
http://www.sterlingfinancialcorporation-spokane.com/-- is a bank
holding company. Its principal operating subsidiaries are
Sterling Savings Bank and Golf Savings Bank. During the year
ended Dec. 31, 2008, the principal operating subsidiary of
Sterling Savings Bank was INTERVEST-Mortgage Investment Company
(INTERVEST). The main focus of Golf Savings Bank, a Washington
State-chartered savings bank, is the origination and sale of
residential mortgage loans. The company's revenues are derived
primarily from interest earned on loans and mortgage-backed
securities (MBS), fees and service charges, and mortgage banking
operations (MBO).
TOWN SPORTS: Continues to Defend Two Wage-Related Suits in NY
-------------------------------------------------------------
Town Sports International Holdings, Inc., continues to defend two
purported class actions over unpaid wages and overtime pay.
On March 1, 2005, in an action styled Sarah Cruz, et al v. Town
Sports International, d/b/a New York Sports Club, plaintiffs
commenced a purported class action against the company in the
Supreme Court, New York County, seeking unpaid wages and alleging
that TSI, LLC violated various overtime provisions of the New
York State Labor Law with respect to the payment of wages to
certain trainers and assistant fitness managers.
On or about June 18, 2007, the same plaintiffs commenced a second
purported class action against the company in the Supreme Court
of the State of New York, New York County, seeking unpaid wages
and alleging that TSI, LLC violated various wage payment and
overtime provisions of the New York State Labor Law with respect
to the payment of wages to all New York purported hourly
employees.
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.
Town Sports International Holdings, Inc. --
http://www.mysportsclubs.com/-- is an operator of fitness clubs
in the northeast and Mid-Atlantic regions of the United States.
As of Dec. 31, 2008, the company, through its subsidiaries,
operated 166 fitness clubs under its four brand names: New York
Sports Clubs, Boston Sports Clubs, Philadelphia Sports Clubs and
Washington Sports Clubs.
TRIMERIS INC: Court Dismisses Suit Over Planned Arigene Merger
--------------------------------------------------------------
A purported class action lawsuit against Trimeris, Inc., has been
dismissed following the termination of the merger agreement with
Arigene, 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 Oct. 2, 2009, the company entered into the Merger Agreement
with Arigene. Under the Merger Agreement, Arigene agreed to
purchase of all outstanding shares of the company's common stock
at a price per share of $3.60, or an aggregate purchase price of
approximately $81 million, via a cash tender offer followed by a
merger.
On Oct. 21, 2009, a purported class action lawsuit, Robert Haas
v. Martin Mattingly, et. al., was filed in the U.S. District
Court for the Middle District of North Carolina.
This action was purported to be on behalf of all public
stockholders of the Company and named as defendants the members
of the company's Board of Directors. The complaint alleged that
members of the Board violated the Exchange Act and SEC rules by
failing to disclose in SEC filings material information regarding
the Offer. The relief sought in the complaint was, among other
things, an injunction against the Offer and dissemination of a
revised Solicitation/Recommendation Statement.
On Nov. 10, 2009, counsel for the plaintiff and the company
executed a Memorandum of Understanding pursuant to which, inter
alia, the company would make additional public disclosures and
all claims in the action would be dismissed in accordance with
the terms of the MOU. The settlement was subject to negotiation
of definitive settlement documentation, approval of the Court and
was conditioned upon consummation of the Merger.
Following termination of the Merger Agreement between Arigene and
Trimeris on Dec. 31, 2009, plaintiff's counsel filed a notice of
dismissal with the Court on Feb. 3, 2010 and the case was
subsequently dismissed.
Trimeris, Inc. -- http://www.trimeris.com/-- is a
biopharmaceutical company primarily engaged in the
commercialization of a class of antiviral drug treatments called
fusion inhibitors for use in human immunodeficiency virus (HIV)
treatment. FUZEON is the company's first-generation HIV fusion
inhibitor, developed in collaboration with F. Hoffmann-La Roche
Ltd. FUZEON is distributed and sold by Roche in countries where
regulatory approval has been received.
U.S. HOME: Continues to Defend Suit by Installers
-------------------------------------------------
U.S. Home Systems, Inc., continues to defend against an action on
behalf of all individuals who were employed by the company as
installers.
In February 2009 a class/collective action was filed against the
company in the U.S. District Court for the District of New
Jersey, alleging certain violations of Fair Labor Standards Act
and the New Jersey Wage and Hour Law. This action was filed by
an employee of the company.
The Plaintiff asserts claims on his behalf and as a collective
action on behalf of all individuals who were employed by the
company as installers in the United States, with the exception of
California, since Feb. 24, 2006 and as a class action, as yet
uncertified, on behalf of all individuals who were employed by
the company as installers in the State of New Jersey since Feb.
24, 2007.
Relief sought in the complaint includes injunctive and equitable
relief, overtime wages, liquidated damages and penalties and
attorneys fees.
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.
U.S. Home Systems, Inc. -- http://www.ushomesystems.com/-- is
engaged in the specialty product home improvement business. In
its home improvement business, the company manufactures or
procures, designs, sells and installs custom kitchen and bathroom
cabinet refacing products and organizational storage systems for
closets and garages. The company manufactures certain of its
kitchen and bath cabinet refacing products at the Charles City,
Virginia facility. During the year ended Dec. 31, 2008, U.S.
Home Systems, Inc. marketed its products under the brands The
Home Depot Kitchen and Bathroom Refacing, and The Home Depot
Installed Decks. The home improvement products are marketed
through a variety of sources, including direct mail, marriage
mail, magazines, newspaper inserts and in-store displays at
selected The Home Depot stores.
U.S. HOME: Continues to Defend Suit by Measurement Technicians
--------------------------------------------------------------
U.S. Home Systems, Inc., continues to defend against an action on
behalf of all individuals who were employed by the company as
measurement technicians.
In November 2009 a class/collective action was filed against the
company in the U.S. District Court for the District of New
Jersey, alleging certain violations of Fair Labor Standards Act
and the New Jersey Wage and Hour Law. This action was filed by
an employee of the company.
The Plaintiff asserts claims on his behalf and as a collective
action on behalf of all individuals who are or were formerly
employed by the company as measurement technicians in the United
States during the longest period of time permitted by applicable
statute of limitations (Statutory Period) and as a class action,
as yet uncertified, on behalf of all individuals who were
employed by the Company as measurement technicians in the State
of New Jersey during the Statutory Period.
Relief sought in the complaint includes injunctive and equitable
relief, overtime wages, liquidated damages and penalties and
attorneys fees.
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.
U.S. Home Systems, Inc. -- http://www.ushomesystems.com/-- is
engaged in the specialty product home improvement business. In
its home improvement business, the company manufactures or
procures, designs, sells and installs custom kitchen and bathroom
cabinet refacing products and organizational storage systems for
closets and garages. The company manufactures certain of its
kitchen and bath cabinet refacing products at the Charles City,
Virginia facility. During the year ended Dec. 31, 2008, U.S.
Home Systems, Inc. marketed its products under the brands The
Home Depot Kitchen and Bathroom Refacing, and The Home Depot
Installed Decks. The home improvement products are marketed
through a variety of sources, including direct mail, marriage
mail, magazines, newspaper inserts and in-store displays at
selected The Home Depot stores.
UNILEVER UNITED STATES: N.J. Suit Complains About Refund Policy
---------------------------------------------------------------
Courthouse News Service reports that Unilever told customers to
"immediately discard" recalled Slim-Fast Ready-to-Drink Shakes,
but didn't tell them they would need the UPC codes to get a full
refund as promised, a class action claims in Newark Federal
Court.
A copy of the Complaint in Dolby v. Unilever United States, Inc.,
et al., Case No. 10-cv-01432 (D. N.J.), is available at:
http://www.courthousenews.com/2010/03/26/SlimFast.pdf
The Plaintiff is represented by:
Richard D. McCune, Esq.
Michele M. Vercoski, Esq.
MCCUNEWRIGHT, LLP
2068 Orange Tree Lane, Suite 216
Redlands, CA 92374
Telephone: 909-557-1250
E-mail: rdm@mccunewright.com
mmv@mccunewright.com
VERINT SYSTEMS: Tel Aviv Court Dismisses Suit Against Subsidiary
----------------------------------------------------------------
The Tel Aviv Labor Court has dismissed a class lawsuit action
against Verint Systems Inc.'s subsidiary Verint Systems Limited,
for lack of material jurisdiction, according to the company's
March 17, 2010, Form 10-K filing with the U.S. Securities and
Exchange Commission for the year ended Jan. 31, 2008.
On March 26, 2009, a motion to approve a class lawsuit action
(Labor Motion) and the class action lawsuit itself (Labor Class
Action) (Labor Case No. 4186/09) were filed against the company's
subsidiary, Verint Systems Limited by a former employee of VSL,
Orit Deutsch in the Tel Aviv Labor Court.
Mrs. Deutsch purports to represent a class of the company's
employees and ex-employees, who were granted options to buy
shares of Verint, and to whom allegedly, damages were caused as a
result of the blocking of the ability to exercise Verint options
by the company's employees or ex-employees. The Labor Motion and
the Labor Class Action both claim that the company is responsible
for the alleged damages due to the company's status as employer
and that the blocking of Verint options from being exercised
constitutes default of the employment agreements between the
members of the class and VSL.
The Labor Class Action seeks compensatory damages for the entire
class in an unspecified amount.
On July 9, 2009, the company filed a motion for summary dismissal
and alternatively for the stay of the Labor Motion.
A preliminary session was held on July 12, 2009. Mrs. Deutsch
filed her response to the company's response on Nov. 10, 2009.
On Feb. 8, 2010, the Tel Aviv Labor Court dismissed the case for
lack of material jurisdiction and ruled that it will be
transferred to the District Court in Tel Aviv.
Verint Systems Inc. -- http://verint.com/-- is a provider of
analytic software-based solutions for the security and business
intelligence markets. Its analytic solutions collect, retain and
analyze voice, fax, video, e-mail, Internet and data
transmissions from voice, video and Internet protocol networks
for the purpose of generating actionable intelligence for
decision makers to take more effective action. Its solutions for
the security market consist primarily of communications
interception solutions and networked video solutions. Its
solutions for the business intelligence market consist primarily
of solutions for enterprises that rely on contact centers for
voice, e-mail and Internet interactions with their customers. The
business intelligence segment utilizes networked video
information to allow enterprises and institutions to enhance
their operations, processes and performance. In February 2010,
Verint announced the acquisition of Iontas.
VERIZON COMMUNICATIONS: Pa. Suit Complains About Idearc Spinoff
---------------------------------------------------------------
Robert Kahn at Courthouse News Service reports that in a federal
class action, Idearc shareholders sued Verizon for its less than
stellar spinoff of Idearc, formerly Verizon's telephone book
division, which has filed for bankruptcy. The class calls the
spinoff "a massive, Enron-style debt off-loading spin
transaction".
The class claims that the Idearc flop was "just one of three such
transactions accomplished by Verizon Communications [that were]
followed by quick bankruptcy -- Hawaiian Telecommunications Inc.,
Idearc Inc., and Fairpoint Communications Inc."
The shareholders claim Verizon did the spinoff so it "could
escape federal taxation," and resorted to it only "after a series
of failed attempts to sell the subsidiary to potential bidders."
They add that "Idearc, as agent of Verizon, both participated in
the fraudulent debt transfers, and now just two years later, in
bankruptcy, has caused a cancellation of the common, [sic] since
no monies have been lost."
The class claims the dodge is so transparent they deserve summary
judgment for misuse of federal franchise, a securities "fraud on
the market," common law fraud and insider trading.
J.P Morgan Chase Bank also is named as a defendant.
A copy of the Complaint in Barnard, et al. v. Verizon
Communications, Inc., et al., Case No. 10-cv-01304 (E.D. Pa.)
(Pratter, J.), is available at:
http://www.courthousenews.com/2010/03/26/Verizon.pdf
The Plaintiffs are represented by:
Peter Talbot, Esq.
554 Rosemary Circle
Media, PA 19063
Telephone: 610-566-3315
YRC WORLDWIDE: Kansas Court Consolidates Three Complaints
---------------------------------------------------------
The U.S. District Court for the District of Kansas has entered an
order consolidating three class action complaints against YRC
Worldwide Inc., 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.
Three class action complaints were filed in the U.S. District
Court for the District of Kansas against the company and certain
of its officers and directors, alleging violations of the
Employee Retirement Income Security Act of 1974, as amended,
based on similar allegations and causes of action.
On Nov. 17, 2009, Eva L. Hanna and Shelley F. Whitson, former
participants in the Yellow Roadway Corporation Retirement Plan,
filed a class action complaint on behalf of certain persons
participating in the plan (or plans that merged with the plan)
from April 6, 2009 to the present; on Dec. 7, 2009, Daniel J.
Cambra, a participant in the Yellow Roadway Corporation
Retirement Savings Plan, filed a class action complaint on behalf
of certain persons participating in the plan (or plans that
merged with the plan) from Oct. 25, 2007 to the present; and on
Jan. 15, 2010, Patrick M. Couch, a participant in one of the
merged 401(k) plans, filed a class action complaint on behalf of
certain persons participating in the plan (or plans that merged
with the plan) from March 23, 2006 to the present.
In general, the complaints allege that the defendants breached
their fiduciary duties under ERISA by providing participants
company common stock as part of their matching contributions and
by not removing the stock fund as an investment option in the
plans in light of the company's financial condition. Although
some company matching contributions were made in company common
stock, participants were not permitted to invest their own
contributions in the company stock fund.
The complaints allege that the defendants failed to prudently and
loyally manage the plans and assets of the plans; imprudently
invested in company common stock; failed to monitor fiduciaries
and provide them with accurate information; breached the duty to
properly appoint, monitor, and inform the Benefits Administrative
Committee; misrepresented and failed to disclose adverse
financial information; breached the duty to avoid conflict of
interest; and are subject to co-fiduciary liability. Each of the
complaints seeks, among other things, an order compelling
defendants to make good to the plan all losses resulting from the
alleged breaches of fiduciary duty, attorneys' fees, and other
injunctive and equitable relief. Based on the three separate
complaints previously filed, the Company believes the allegations
are without merit and intends to vigorously contest the claims.
On March 3, 2010, the Court entered an order consolidating the
three cases.
Pursuant to the order, the plaintiffs must file an amended
consolidated complaint by April 1, 2010. The company anticipates
that plaintiffs will name as additional defendants certain former
officers of the company in addition to those current officers and
directors that have already been named.
YRC Worldwide Inc. -- http://www.yrcw.com/-- is a holding
company, through its wholly owned operating subsidiaries offers
the customers a range of transportation services. The company's
operating subsidiaries includes YRC National Transportation
(National Transportation), YRC Regional Transportation (Regional
Transportation), YRC Logistics, and YRC Truckload (Truckload).
National Transportation is the reporting unit for the
transportation service providers focused on business
opportunities in regional, national, and international services.
Regional Transportation is the reporting unit for the
transportation service providers focused on business
opportunities in the regional and next-day delivery markets. YRC
Logistics plans and coordinates the movement of goods worldwide
to provide customers a single source for logistics management
solutions. Truckload reflects the results of Glen Moore, a
provider of truckload services throughout the United States.
*********
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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USA. Gracele D. Canilao, Leah Felisilda, Joy A. Agravante,
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Copyright 2010. All rights reserved. ISSN 1525-2272.
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