/raid1/www/Hosts/bankrupt/CAR_Public/091202.mbx
C L A S S A C T I O N R E P O R T E R
Wednesday, December 2, 2009, Vol. 11, No. 238
Headlines
AMERICAN COMMUNITY: Faces "Pennsylvania Avenue" Suit in Maryland
AMERICAN COMMUNITY: Sullivan Files Suit to Stop Merger Plan
AMERICAN INT'L GROUP: Shareholders Sue for Mismanagement & Waste
ATRINSIC INC: California Court Gives Interim Nod to Settlement
BOEING CO: Faces Two Lawsuits in Illinois on 787 Program
CLARK HOLDINGS: Subsidiary Still Faces Suit Over Fuel Surcharges
ENTERPRISE PRODUCTS: No Court Ruling Yet on Settlement Agreement
ENTERPRISE PRODUCTS: Unitholders' Suit in Texas Remains Pending
HIGHLINE SCHOOL: Wash. Lawsuit Alleges Children Pepper Sprayed
INTEGRATED HEALTHCARE: Parties in Suit Exchanging Discovery
NEW LEAF: Continues to Face Suit under California Proposition 65
NEXCEN BRANDS: Motion to Dismiss Amended Complaint Still Pending
ORSU METALS: Inks C$2.2 Mil. Settlement of Shareholder Lawsuit
PIEDMONT OFFICE: Request to Appeal Certification Ruling Denied
PIEDMONT OFFICE: Discovery in Amended Securities Suit Ongoing
RAPTOR PHARMACEUTICAL: Files Response to Plaintiffs' Appeal
REVENUE RECOVERY: Ala. Taxpayer Sues "Bounty Hunter" Tax Auditor
SASOL LIMITED: South African Farmers Question Fertilizer Pricing
STARENT NETWORKS: Settles Delaware Lawsuit Attacking Cisco Deal
WILLIAM LYON: Fee Award Appeal in Delaware Suit Still Pending
WILLIAM LYON: California Suit Over Tender Offer Remains Stayed
*********
AMERICAN COMMUNITY: Faces "Pennsylvania Avenue" Suit in Maryland
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American Community Properties Trust faces a class action
complaint filed by Pennsylvania Avenue Funds in the Circuit Court
for Charles County, Maryland, according to the company's Nov. 16,
2009, Form 10-Q filing with the U.S. Securities and Exchange
Commission for the quarter ended Sept. 30, 2009.
On Sept. 25, 2009, the company announced that it had entered into
an agreement and plan of merger whereby FCP Fund I, L.P. would
acquire 100% of the outstanding common shares of the company for
a price of $7.75 per share, payable in cash, for aggregate
consideration of approximately $43,600,000.
On Oct. 2, 2009, Pennsylvania Avenue Funds, a purported company
shareholder, filed a class action complaint in the Circuit Court
for Charles County, Maryland, against the company, the Board of
Trustees and FCP.
The complaint alleges that the trustees breached their fiduciary
duties in connection with the merger.
The complaint further alleges that FCP aided and abetted those
breaches of fiduciary duty.
The complaint seeks to enjoin consummation of the merger and also
seeks attorneys' fees and expenses.
American Community Properties Trust -- http://www.acptrust.com/
-- is a self-managed holding company that is primarily engaged in
the business of investing in and managing multifamily rental
properties, as well as community development and homebuilding.
ACPT's operations are primarily concentrated in the Washington,
D.C. metropolitan area and Puerto Rico and are carried out
through its United States subsidiaries, American Rental
Properties Trust (ARPT), American Rental Management Company
(ARMC), American Land Development, Inc. (ALD) and their
subsidiaries and its Puerto Rican subsidiary, IGP Group Corp.
(IGP Group). ACPT operates in two principal lines of business:
Operating Real Estate and Land Development. The Operating Real
Estate segment is comprised of ACPT's investments in rental
properties and property management services. The Land Development
segment is comprised of ACPT's community development and
homebuilding services.
AMERICAN COMMUNITY: Sullivan Files Suit to Stop Merger Plan
-----------------------------------------------------------
American Community Properties Trust faces a class action
complaint filed by Joseph M. Sullivan in the Circuit Court for
Charles County, Maryland, according to the company's Nov. 16,
2009, Form 10-Q filing with the U.S. Securities and Exchange
Commission for the quarter ended Sept. 30, 2009.
On Sept. 25, 2009, the company announced that it had entered into
an agreement and plan of merger whereby FCP Fund I, L.P. would
acquire 100% of the outstanding common shares of the company for
a price of $7.75 per share, payable in cash, for aggregate
consideration of approximately $43,600,000.
On Oct. 23, 2009, Joseph M. Sullivan, a purported company
shareholder, filed a class action complaint in the Circuit Court
for Charles County, Maryland, against the company, the Board of
Trustees, FCP and FCP/ACPT Acquisition Company, Inc.
The complaint alleges that the trustees breached their fiduciary
duties in connection with the merger. The complaint further
alleges that FCP and FCP/ACPT Acquisition Company aided and
abetted those breaches of fiduciary duty. The complaint seeks to
enjoin consummation of the merger and also seeks attorneys' fees
and expenses.
American Community Properties Trust -- http://www.acptrust.com/
-- is a self-managed holding company that is primarily engaged in
the business of investing in and managing multifamily rental
properties, as well as community development and homebuilding.
ACPT's operations are primarily concentrated in the Washington,
D.C. metropolitan area and Puerto Rico and are carried out
through its United States subsidiaries, American Rental
Properties Trust (ARPT), American Rental Management Company
(ARMC), American Land Development, Inc. (ALD) and their
subsidiaries and its Puerto Rican subsidiary, IGP Group Corp.
(IGP Group). ACPT operates in two principal lines of business:
Operating Real Estate and Land Development. The Operating Real
Estate segment is comprised of ACPT's investments in rental
properties and property management services. The Land Development
segment is comprised of ACPT's community development and
homebuilding services.
AMERICAN INT'L GROUP: Shareholders Sue for Mismanagement & Waste
----------------------------------------------------------------
Courthouse News Service reports that The Louisiana Municipal
Police Employees Retirement System accuses American International
Group of gross mismanagement and corporate waste, in Manhattan
Federal Court.
ATRINSIC INC: California Court Gives Interim Nod to Settlement
--------------------------------------------------------------
Superior Court of the State of California for the County of Los
Angeles gave its preliminary approval of the settlement of a
class action lawsuit involving Atrinsic, Inc., according to the
company's Nov. 13, 2009, Form 10-Q filing with the U.S.
Securities and Exchange Commission for the quarter ended Sept.
30, 2009.
The company is named in Class Action Lawsuits in Florida,
California and Minnesota involving allegations concerning the
company's marketing practices associated with some of its
services billed and delivered via wireless carriers. The company
pursued a variety of alternative resolutions to these claims
including a national settlement pertaining to all related
matters.
On Nov. 6, 2009, the Superior Court of the State of California
for the County of Los Angeles granted preliminary approval of the
settlement.
Atrinsic, Inc. -- http://www.atrinsic.com/-- formerly known as
New Motion, Inc., is a digital advertising and marketing services
company in the United States. Atrinsic is organized as a single
segment with two principal offerings: Transactional services and
Subscription services.
BOEING CO: Faces Two Lawsuits in Illinois on 787 Program
--------------------------------------------------------
Two purported class actions have recently been filed against The
Boeing Company, in the U.S. District Courts in the Northern and
Southern Districts of Illinois, according to the company's
Nov. 17, 2009, Form 8-K filing with the U.S. Securities and
Exchange Commission.
The complaints allege, among other things, that the company and
certain officers made misleading statements regarding the status
of the company's 787 program.
The Boeing Company -- http://www.boeing.com/-- is the world's
leading aerospace company and the largest manufacturer of
commercial jetliners and military aircraft combined.
Additionally, Boeing designs and manufactures rotorcraft,
electronic and defense systems, missiles, satellites, launch
vehicles and advanced information and communication systems. As
a major service provider to NASA, Boeing operates the Space
Shuttle and International Space Station. The company also
provides numerous military and commercial airline support
services. Boeing has customers in more than 90 countries around
the world and is one of the largest U.S. exporters in terms of
sales.
CLARK HOLDINGS: Subsidiary Still Faces Suit Over Fuel Surcharges
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The Clark Group, Inc., a subsidiary of Clark Holdings Inc.,
continues to face a complaint on allegations of excessive fuel
surcharges, according to Clark Holdings' Nov. 17, 2009, Form 10-Q
filing with the U.S. Securities and Exchange Commission for the
quarter ended Oct. 3, 2009.
On or about July 10, 2009, Multi-Media International filed a
complaint against CGI and its subsidiaries, Clark Distribution
Systems, Inc., Highway Distribution Systems, Inc., Clark
Worldwide Transportation, Inc. and Evergreen Express Lines, Inc.,
seeking class action status in the U.S. District Court for the
District of New Jersey by alleging, among other things:
(i) common law fraud, aiding and abetting fraud, negligent
misrepresentation, conversion and unjust enrichment,
(ii) violation of N.J. Stat. Sections 56:8-2 and
(iii) breach of good faith and fair dealing, relating to
alleged excessive fuel surcharges by the subsidiaries.
The complaint alleges a class period from June 25, 2002 through
June 25, 2009.
On behalf of the putative class plaintiff seeks to recover the
alleged excessive fuel charges, enjoin the alleged improper
calculation of fuel charges by defendants and impose punitive
damages and attorney's fees.
The complaint did not specify an amount of damages; however a
prior complaint seeking similar relief on behalf of the same
class, which was withdrawn, sought compensatory damages in the
amount of $10 million and punitive damages in the amount of $30
million.
Clark Holdings Inc., formerly Global Logistics Acquisition
Corporation is a provider of non-asset based transportation and
logistics services to the print media industry throughout the
United States and between the United States and other countries.
The company's business involves the shipment of mass market and
consumer magazines. The company conducts its domestic operations
through the subsidiaries, Clark Distribution Systems, Inc. (CDS)
and Highway Distribution Systems, Inc. (HDS), and the
international operations through its subsidiary, Clark Worldwide
Transportation, Inc. (CWT). Each of CDS, HDS and CWT is a wholly
owned subsidiary of The Clark Group, Inc. (CGI). The company was
formed as a blank check company to effect a merger, capital stock
exchange, asset acquisition or other similar business combination
with an operating business in the transportation and logistics
sector and related industries. On Feb. 12, 2008, the company
completed the acquisition of CGI.
ENTERPRISE PRODUCTS: No Court Ruling Yet on Settlement Agreement
----------------------------------------------------------------
The Court of Chancery of the State of Delaware has yet to rule on
the Settlement Agreement entered into by Enterprise Products
Partners L.P., along with other defendants, in order to settle
the consolidated putative class actions, according to the
company's Nov. 16, 2009, Form 8-K filing with the U.S. Securities
and Exchange Commission.
On Sept. 18, 2006, Peter Brinckerhoff, a purported unitholder of
TEPPCO, filed a complaint in the Court of Chancery of the State
of Delaware, in his individual capacity, as a putative class
action on behalf of other unitholders of TEPPCO Partners, L.P.
and derivatively on behalf of TEPPCO, concerning, among other
things, certain transactions involving TEPPCO and the company or
its affiliates. Mr. Brinckerhoff filed an amended complaint on
July 12, 2007. The amended complaint names as defendants:
(i) TEPPCO, certain of its current and former directors,
and certain of its affiliates,
(ii) the company and certain of its affiliates,
(iii) EPCO, Inc., and
(iv) Dan L. Duncan.
The amended complaint alleges, among other things, that the
defendants caused TEPPCO to enter into specified transactions
that were unfair to TEPPCO or otherwise unfairly favored us or
our affiliates over TEPPCO. These transactions are alleged to
include:
(i) the joint venture to further expand the Jonah system
entered into by TEPPCO and the company in August 2006,
the plaintiff alleges that TEPPCO did not receive fair
value for allowing the company to participate in the
joint venture;
(ii) the sale by TEPPCO of its Pioneer natural gas
processing plant and certain gas processing rights to
the company in March 2006, the plaintiff alleges that
the purchase price we paid did not provide fair value
to TEPPCO; and
(iii) certain amendments to TEPPCO's partnership agreement,
including a reduction in the maximum tier of TEPPCO's
incentive distribution rights in exchange for TEPPCO
units.
The amended complaint seeks:
(i) rescission of the amendments to TEPPCO's partnership
agreement,
(ii) damages for profits and special benefits allegedly
obtained by defendants as a result of the alleged
wrongdoings in the amended complaint, and
(iii) an award to plaintiff of the costs of the action,
including fees and expenses of his attorneys and
experts.
By its Opinion and Order dated November 25, 2008, the Delaware
Court dismissed Mr. Brinckerhoff's individual and putative class
action claims with respect to the amendments to TEPPCO's
partnership agreement.
On April 29, 2009, Peter Brinckerhoff and Renee Horowitz, as
Attorney-in-Fact for Rae Kenrow, purported unitholders of TEPPCO,
filed separate complaints in the Delaware Court as putative class
actions on behalf of other unitholders of TEPPCO Partners, L.P.,
concerning the proposed merger of TEPPCO and TEPPCO GP with the
company.
On May 11, 2009, these actions were consolidated under the
caption Texas Eastern Products Pipeline Company, LLC Merger
Litigation, C.A. No. 4548-VCL. The complaints name as defendants
the company, nterprise Products GP, LLC, TEPPCO GP, the directors
of TEPPCO GP, EPCO and Dan L. Duncan.
The Merger Action complaints allege, among other things, that the
terms of the merger (as proposed as of the time the Merger Action
complaints were filed) are grossly unfair to TEPPCO's unitholders
and that the proposed merger is an attempt to extinguish the
Derivative Action without consideration. The complaints further
allege that the process through which the Special Committee of
the ACG Committee of TEPPCO GP was appointed to consider the
proposed merger is contrary to the spirit and intent of TEPPCO's
partnership agreement and constitutes a breach of the implied
covenant of fair dealing.
The complaints seek relief:
(i) enjoining the defendants and all persons acting in
concert with them from pursuing the proposed merger,
(ii) rescinding the proposed merger to the extent it is
consummated, or awarding rescissory damages in respect
thereof,
(iii) directing the defendants to account for all damages
suffered or to be suffered by the plaintiffs and the
purposed class as a result of the defendants' alleged
wrongful conduct, and
(iv) awarding plaintiffs' costs of the actions, including
fees and expenses of their attorneys and experts.
On June 28, 2009, the parties entered into a Memorandum of
Understanding pursuant to which the company, TEPPCO, EPCO, TEPPCO
GP, all other individual defendants and the plaintiffs have
proposed to settle the Merger Action and the Derivative Action.
The Memorandum of Understanding contemplates that the parties
will enter into a stipulation of settlement within 30 days from
the date of the Memorandum of Understanding.
On Aug. 5, 2009, the parties entered into a Stipulation and
Agreement of Compromise, Settlement and Release contemplated by
the Memorandum of Understanding.
Pursuant to the Settlement Agreement, the board of directors of
TEPPCO GP will recommend to TEPPCO's unitholders that they
approve the adoption of the merger agreement and take all
necessary steps to seek unitholder approval for the merger as
soon as practicable. Pursuant to the Settlement Agreement,
approval of the merger will require, in addition to votes
required under TEPPCO's partnership agreement, that the actual
votes cast in favor of the proposal by holders of TEPPCO's
outstanding units, excluding those held by defendants to the
Derivative Action, exceed the actual votes cast against the
proposal by those holders. The Settlement Agreement further
provides that the Derivative Action was considered by TEPPCO GP's
Special Committee to be a significant TEPPCO benefit for which
fair value was obtained in the merger consideration.
A hearing regarding approval of the Settlement Agreement by the
Delaware Court was held on Oct. 12, 2009, but the Delaware Court
has yet to rule on the settlement.
There can be no assurance that the Delaware Court will approve
the settlement in the Settlement Agreement. In such event, the
proposed settlement as contemplated by the Settlement Agreement
may be terminated.
Among other things, the plaintiffs' agreement to settle the
Derivative Action and Merger Action litigation, including their
agreement to the fairness of the proposed terms and process of
the merger negotiations is subject to (i) the drafting and
execution of other such documentation as may be required to
obtain final Delaware Court approval and dismissal of the
actions, (ii) Delaware Court approval and the mailing of the
notice of settlement which sets forth the terms of settlement to
TEPPCO's unitholders, (iii) consummation of the proposed merger
and (iv) final Delaware Court certification and approval of the
settlement and dismissal of the actions.
Enterprise Products Partners L.P. -- http://www.epplp.com/-- is
a North American midstream energy company providing a range of
services to producers and consumers of natural gas, natural gas
liquids (NGLs), crude oil, and certain petrochemicals. It is
also engaged in the development of pipeline and other midstream
energy infrastructure in the continental United States and Gulf
of Mexico. The company conducts substantially all of its
business through its wholly owned subsidiary, Enterprise
Products Operating LLC (EPO. The company is owned 98% by its
limited partners and 2% by its general partner, Enterprise
Products GP, LLC (EPGP). EPGP is owned by Enterprise GP Holdings
L.P. The company operates in four business segments: NGL
Pipelines & Services, Onshore Natural Gas Pipelines & Services,
Offshore Pipelines & Services and Petrochemical Services.
ENTERPRISE PRODUCTS: Unitholders' Suit in Texas Remains Pending
---------------------------------------------------------------
Enterprise Products Partners L.P. continues to face putative
class actions filed with the District Courts of Harris County,
Texas, according to the company's Nov. 16, 2009, Form 8-K filing
with the U.S. Securities and Exchange Commission.
On June 29 and June 30, 2009, respectively, M. Lee Arnold and
Sharon Olesky, purported unitholders of TEPPCO, filed separate
complaints in the District Courts of Harris County, Texas, as
putative class actions on behalf of other unitholders of TEPPCO,
concerning the proposed merger of TEPPCO with us. The complaints
name as defendants us, TEPPCO Partners, L.P., TEPPCO GP,
Enterprise Products GP, LLC, EPCO, Inc., Dan L. Duncan, Jerry
Thompson, and the board of directors of TEPPCO GP.
The allegations in the complaints are similar to the complaints
filed in Delaware on April 29, 2009 and seek similar relief.
On April 29, 2009, Peter Brinckerhoff and Renee Horowitz, as
Attorney in Fact for Rae Kenrow, purported unitholders of TEPPCO,
filed separate complaints in the Court of Chancery of the State
of Delaware as putative class actions on behalf of other
unitholders of TEPPCO Partners, L.P., concerning the proposed
merger of TEPPCO and TEPPCO GP with the company.
The named plaintiffs in the two Texas Actions have also appeared
in the Delaware proceedings as objectors to the settlement of
those cases which are awaiting court approval.
On Oct. 7, 2009, the Texas Plaintiffs/Objectors and the parties
to the Settlement Agreement entered into a Stipulation to
Withdraw Objection.
In accordance with the Stipulation, TEPPCO made certain
supplemental disclosures and, if the Settlement Agreement obtains
Final Court Approval (as defined in the Settlement Agreement),
the Texas Plaintiffs/Objectors have agreed to dismiss the Texas
Actions with prejudice and, pending such Final Court Approval,
will take no action to prosecute the Texas Actions.
Enterprise Products Partners L.P. -- http://www.epplp.com/-- is
a North American midstream energy company providing a range of
services to producers and consumers of natural gas, natural gas
liquids (NGLs), crude oil, and certain petrochemicals. It is
also engaged in the development of pipeline and other midstream
energy infrastructure in the continental United States and Gulf
of Mexico. The company conducts substantially all of its
business through its wholly owned subsidiary, Enterprise
Products Operating LLC (EPO. The company is owned 98% by its
limited partners and 2% by its general partner, Enterprise
Products GP, LLC (EPGP). EPGP is owned by Enterprise GP Holdings
L.P. The company operates in four business segments: NGL
Pipelines & Services, Onshore Natural Gas Pipelines & Services,
Offshore Pipelines & Services and Petrochemical Services.
HIGHLINE SCHOOL: Wash. Lawsuit Alleges Children Pepper Sprayed
--------------------------------------------------------------
June Williams at Courthouse News Service reports that a middle
school security guard pepper-sprayed a disabled special ed
student in the eyes after removing the child's glasses, his
trustee says in a class action complaint. The trustee says the
"physically slight" 14-year-old boy functions "at the level of a
5 year old." and the school violated state law, which allows
pepper spray only in self-defense.
The trustee says the boy, a dependent of the state, was upset
about missing a field trip. She says the security guard forced
him to the ground, asked if he "wanted some of this," and then
sprayed him in the eyes.
She sued the Highline School District in King County Court.
The litigation guardian claims a substitute teacher could not
find a permission slip for the child, "C.M.," so he became
agitated.
"While C.M. was restrained to the chair, the school security
officer got out his 'OC' pepper spray and asked C.M. if he
'wanted some of this?!'," according to the complaint. "The school
security officer then proceeded to force C.M. to the ground,
warned other school personnel to leave the area, removed C.M.'s
eyeglasses, and then sprayed the pepper spray at close range into
C.M.'s eyes and face."
The child then needed medical attention for an allergic reaction.
The guardian says Washington state bans the use of chemical
restraints, including pepper spray, against children.
The student represents a class of disabled students at Highline
Public Schools who face being restrained with pepper spray.
The guardian says incident "exacerbated the symptoms of his
disability." She seeks punitive damages for negligent and
intentional infliction of emotional distress, and an injunction.
A copy of the Complaint in Dillon v. Highline School District 401
dba Highline Public Schools, Case No. 09-2-42216-8 KNT (Wash.
Super. Ct., King Cty.), is available at:
http://www.courthousenews.com/2009/11/25/PepperKid.pdf
The Plaintiff is represented by:
Thomas G. Burke, Esq.
BURKE LAW OFFICES, INC., P.S.
612 South 227th Street
Des Moines, WA 98198
Telephone: 206-824-5630
INTEGRATED HEALTHCARE: Parties in Suit Exchanging Discovery
-----------------------------------------------------------
Parties in a class action lawsuit against Integrated Healthcare
Holdings, Inc., are currently exchanging initial discovery,
according to the company's Nov. 13, 2009, Form 10-Q filing with
the U.S. Securities and Exchange Commission for the quarter ended
Sept. 30, 2009.
On June 5, 2009, a potential class action lawsuit was filed
against the company by Alexandra Avery. Ms. Avery purports to
represent all 12-hourly employees and the complaint alleges
causes of action for restitution of unpaid wages as a result of
unfair business practices, injunctive relief for unfair business
practices, failure to pay overtime wages, and penalties
associated therewith.
Integrated Healthcare Holdings, Inc. -- http://www.ihhioc.com/--
is a physician owned company that acquired and began operating
the four hospital facilities: Western Medical Center in Santa
Ana; Western Medical Center in Anaheim; Coastal Communities
Hospital in Santa Ana, and Chapman Medical Center in
Orange.
NEW LEAF: Continues to Face Suit under California Proposition 65
----------------------------------------------------------------
New Leaf Brands, Inc., continues to face a class action lawsuit
under California Proposition 65 for allegedly failing to disclose
the amount of lead in one of its products.
On Jan. 29, 2009, the company was notified that it was named as a
defendant, along with 54 other defendants, in that suit.
No updates were reported in the company's Nov. 16, 2009, Form 10-
Q filing with the U.S. Securities and Exchange Commission forthe
quarter ended Sept. 30, 2009.
New Leaf Brands, Inc., formerly Baywood International, Inc. --
http://www.newleafbrands.com/-- develops, markets and
distributes ready-to-drink (RTD) beverages and nutraceutical
products. The company operates through the combination of a
diversified nutraceutical company (LifeTime brand) and a RTD tea
company (New Leaf brand). On Sept. 9, 2008, the company acquired
Skae Beverage International, LLC (Skae Beverage International).
NEXCEN BRANDS: Motion to Dismiss Amended Complaint Still Pending
----------------------------------------------------------------
NexCen Brands, Inc.'s motion to dismiss an amended consolidated
complaint alleging violations of the federal securities laws,
remains pending in the U.S. District Court for Southern District
of New York, according to the company's Nov. 16, 2009, Form 10-Q
filing with the U.S. Securities and Exchange Commission for the
quarter ended Sept. 30, 2009.
A total of four putative securities class actions were filed in
May, June and July 2008 in the against NexCen Brands and certain
of its former officers and a current director for alleged
violations of the federal securities laws.
On March 5, 2009, the court consolidated the actions under the
caption, In re NexCen Brands, Inc. Securities Litigation, No. 08-
cv-04906, and appointed Vincent Granatelli as lead plaintiff and
Cohen, Milstein, Hausfeld & Toll, P.L.L.C. as lead counsel.
On Aug. 24, 2009, plaintiff filed an Amended Consolidated
Complaint.
Plaintiff alleges that defendants violated federal securities
laws by misleading investors in the company's public filings and
statements during a putative class period that begins on March
13, 2007, when the company announced the establishment of the
credit facility with BTMU Capital Corp., and ends on May 19,
2008, when the company's stock fell in the wake of:
-- the company's disclosure of the previously undisclosed
terms of a January 2008 amendment to the credit
facility,
-- the substantial doubt about the company's ability to
continue as a going concern,
-- the company's inability to timely file its periodic
report and
-- the expected restatement of its Annual Report on
Form 10-K for the year ended Dec. 31, 2007, initially
filed on March 21, 2008.
The amended complaint asserts claims under Section 10(b) of the
Exchange Act and SEC Rule 10b-5, and also asserts that the
individual defendants are liable as controlling persons under
Section 20(a) of the Exchange Act.
Plaintiff seeks damages and attorneys' fees and costs.
On Oct. 8, 2009, the company filed a motion to dismiss the
amended complaint in accordance with the scheduling order entered
by the court.
Under the scheduling order, plaintiff must file his opposition to
the motion to dismiss by Nov. 23, 2009, and the company must file
its reply by Dec. 8, 2009.
NexCen Brands, Inc. -- http://www.nexcenbrands.com/-- is a brand
management company that owns and manages a portfolio of seven
franchised brands. Five of the company's brands (Great American
Cookies, Marble Slab Creamery, MaggieMoo's, Pretzel Time and
Pretzelmaker) are in the quick service restaurant (QSR) industry.
The other two brands (The Athlete's Foot and Shoebox New York)
are in the retail footwear and accessories industry. All seven
franchised brands are managed by NexCen Franchise Management,
Inc. (NFM), a wholly owned subsidiary of NexCen Brands. On Oct.
3, 2008, the company sold the Waverly brand in the home goods
industry. On Dec. 24, 2008, it sold the Bill Blass brand in the
apparel industry.
ORSU METALS: Inks C$2.2 Mil. Settlement of Shareholder Lawsuit
--------------------------------------------------------------
Orsu Metals Corporation (formerly European Minerals Corporation
or "EMC") (TSX:OSU)(AIM:OSU), the London-based precious and base
metals exploration and development company, has reached an
agreement to settle a class action lawsuit filed in Dec. 2008,
and described in the Dec. 9, 2008, edition of the Class Action
Reporter.
Under the settlement pact, the class will receive CAD$2.2
million, which shall be paid equally by Orsu and Orsu's insurer.
The Agreement remains subject only to the approval of the court.
In entering into the Agreement, neither the Company nor any of
the other defendants have made any admission of liability,
wrongdoing or fault in relation to the Claim.
The Claim relates to the announcement by EMC on 31 March 2008
that it was reviewing its accounting for derivatives to ensure
compliance with certain provisions of the CICA Handbook and that
it anticipated that such review would result in a restatement of
EMC's interim financial statements for the first three fiscal
quarters of 2007. The plaintiff served the Claim against the
Company and its former CEO and CFO, claiming general and special
damages in the amount of CAD$50,000,000 and punitive damages in
the amount of CAD$5,000,000.
Executive Chairman, Dr. Sergey V. Kurzin commented:
"The Company's directors continue to believe that the Claim is
without merit. However, based upon legal advice, the Company's
directors believe it prudent and in the long term interests of
shareholders to settle the Claim at the lowest possible
negotiated cost rather than pursue a lengthy and more costly
litigation process. The Company's directors believe that this
settlement resolves the dispute relating to the Claim which was
inherited from the Company's previous management and which the
Company's directors believe threatened to divert the Company's
funds and focus away from its future corporate goals. The amount
payable under the Agreement is significantly less than the
original amounts claimed under the class action."
"This is an excellent result," the lawyer representing the
plaintiff in this action:
Michael Robb, Esq.
SISKINDS LLP
680 Waterloo Street
P.O. Box 2520
London, Ontario N6A 3V8
CANADA
Telephone: (519) 672-2121
said, according to Jim Middlemissat at the Financial Post. "This
settlement provides substantial compensation to investors, and
reinforces the important role that individual retail investors
have to play in improving the quality of the disclosure given by
securities issuers."
PIEDMONT OFFICE: Request to Appeal Certification Ruling Denied
--------------------------------------------------------------
The Eleventh Circuit Court of Appeals denied Piedmont Office
Realty Trust, Inc., f/k/a/ Wells Real Estate Investment Trust,
Inc.'s petition for permission to appeal immediately the order
granting the motion for class certification in the class action
suit styled In Re Wells Real Estate Investment Trust, Inc.,
Securities Litigation Case No. 07-cv-00862, according to the
company's Nov. 16, 2009, Form 10-Q filing with the U.S.
Securities and Exchange Commission for the quarter ended Sept.
30, 2009.
On March 12, 2007, a stockholder of Piedmont REIT filed a
purported class-action suit and derivative complaint entitled,
"Washtenaw County Employees Retirement System v. Wells Real
Estate Investment Trust, Inc., et al." before the U.S. District
Court for the District of Maryland against, among others, Wells
REIT, and the officers and directors of Wells REIT prior to the
closing of the internalization transaction.
The complaint attempts to assert class action claims on behalf
of those persons who received and were entitled to vote on the
proxy statement filed with the U.S. Securities and Exchange
Commission on Feb. 26, 2007.
The complaint alleges, among other things:
-- that the consideration to be paid as part of the
Internalization is excessive;
-- violations of Section 14(A), including Rule 14a-9
thereunder, and Section 20(A) of the U.S. Securities
Exchange Act of 1934, based upon allegations that the
proxy statement contains false and misleading
statements or omits to state material facts;
-- that the board of directors and the current and
previous advisors breached their fiduciary duties to
the class and to Wells REIT; and
-- that the proposed Internalization will unjustly enrich
certain directors and officers of Wells REIT.
The complaint seeks, among other things:
-- certification of the class action;
-- a judgment declaring the proxy statement false and
misleading;
-- unspecified monetary damages;
-- to nullify any stockholder approvals obtained during
the proxy process;
-- to nullify the merger proposal and the merger
agreement;
-- restitution for disgorgement of profits, benefits and
other compensation for wrongful conduct and fiduciary
breaches;
-- the nomination and election of new independent
directors, and the retention of a new financial advisor
to assess the advisability of Wells REIT's strategic
alternatives; and
-- the payment of reasonable attorneys' fees and experts'
fees.
In April 2007, the court denied the plaintiff's motion for an
order enjoining the internalization transaction. The court then
granted the defendants' motion to transfer venue to the U.S.
District Court for the Northern District of Georgia, and the
case was docketed in the Northern District of Georgia on April
24, 2007. In June 2007, the court granted a motion to designate
the class lead plaintiff and class co-lead counsel.
On June 27, 2007, the plaintiff filed an amended complaint,
which contains the same counts as the original complaint, with
amended factual allegations based primarily on events occurring
subsequent to the original complaint and the addition of a
Piedmont officer as an individual defendant.
On March 31, 2008, the court granted in part a motion by the
defendants to dismiss the amended complaint. The court
dismissed five of the seven counts of the amended complaint in
their entirety. The court dismissed the remaining two counts
with the exception of allegations regarding the company's
failure to disclose in its proxy statement details of certain
expressions of interest in acquiring Piedmont.
On April 21, 2008, the plaintiff filed a second amended
complaint, which alleges violations of the federal proxy rules
based upon allegations that the proxy statement to obtain
approval for Internalization omitted details of certain
expressions of interest in acquiring Piedmont.
The second amended complaint seeks, among other things,
unspecified monetary damages, to nullify and rescind
Internalization, and to cancel and rescind any stock issued to
the defendants as consideration for Internalization.
On May 12, 2008, the defendants answered and raised certain
defenses to the second amended complaint. On June 23, 2008, the
plaintiff filed a motion for class certification.
On Jan. 16, 2009, defendants filed their response to plaintiff's
motion for class certification. The plaintiff filed its reply
in support of its motion for class certification on Feb. 19,
2009, and the motion is presently pending before the court. The
parties are presently engaged in discovery.
On April 13, 2009, the plaintiff moved for leave to amend the
second amended complaint to add additional defendants. The time
for the defendants to respond to the motion for leave to amend
has not yet expired
On April 13, 2009, the plaintiff moved for leave to amend the
second amended complaint to add additional defendants. The
defendants responded to the plaintiff's motion for leave to amend
on April 30, 2009. The plaintiff filed its reply of its motion
for leave to amend on May 18, 2009. The court denied the motion
for leave to amend on June 23, 2009.
On Sept. 16, 2009, the Court granted the plaintiff's motion for
class certification.
On Sept. 30, 2009, the defendants filed a petition for permission
to appeal immediately the Court's order granting the motion for
class certification with the Eleventh Circuit Court of Appeals,
which the Eleventh Circuit Court of Appeals denied on Oct. 30,
2009.
The suit is In Re Wells Real Estate Investment Trust, Inc.,
Securities Litigation, Case No. 07-cv-00862 (N.D. Ga.) (Pannell,
J.).
Representing the plaintiffs is:
Nicholas E. Chimicles, Esq.
CHIMICLES & TIKELLIS, LLP
One Haverford Centre
361 West Lancaster Avenue
Haverford, PA 19041-0100
Phone: 215-642-8500
E-mail: nick@chimicles.com
Representing the defendants is:
Michael J. Cates, Esq.
KING & SPALDING, LLP
1180 Peachtree Street, NE
Atlanta, GA 30309-3521
Phone: 404-572-4600
E-mail: mcates@kslaw.com
PIEDMONT OFFICE: Discovery in Amended Securities Suit Ongoing
-------------------------------------------------------------
The parties in In Re Piedmont Office Realty Trust, Inc.
Securities Litigation, Civil Action No. 07-cv-02660, are engaged
in discovery.
A second amended complaint in the matter captioned In Re Piedmont
Office Realty Trust, Inc. Securities Litigation, Civil Action No.
07-cv-02660, is pending in the U.S. District Court for the
Northern District of Georgia.
The purported class-action suit was filed on Oct. 25, 2007, by a
Piedmont Office Realty Trust Inc. stockholder before the U.S.
District Court for the Northern District of Georgia against the
company and its board of directors.
The complaint attempts to assert class-action lawsuit claims on
behalf of:
-- those persons who were entitled to tender their shares
pursuant to the tender offer filed with the SEC by
Lex-Win Acquisition LLC on May 25, 2007, and
-- all persons who are entitled to vote on the proxy
statement filed with the SEC on Oct. 16, 2007.
The complaint alleges, among other things, violations of the
federal securities laws, including Sections 14(a) and 14(e) of
the U.S. Exchange Act and Rules 14a-9 and 14e-2(b) promulgated
thereunder.
In addition, the complaint alleges that the defendants have
breached their fiduciary duties owed to the proposed classes.
On Dec. 26, 2007, the plaintiff filed a motion seeking that the
court designate it as lead plaintiff and its counsel as class
lead counsel, which the court granted on May 2, 2008.
On May 19, 2008, the lead plaintiff filed an amended complaint
which contains the same counts as the original complaint.
On June 30, 2008, defendants filed a motion to dismiss the
amended complaint.
On March 30, 2009, the court granted in part the defendants'
motion to dismiss the amended complaint. The court dismissed
two of the four counts of the amended complaint in their
entirety. The court dismissed the remaining two counts with the
exception of allegations regarding (i) the failure to disclose
information regarding the likelihood of a listing in Piedmont's
amended response to the Lex-Win tender offer and (ii)
misstatements or omissions in Piedmont's proxy statement
concerning then-existing market conditions, the alternatives to
a listing or extension that were explored by the defendants, the
results of conversations with potential buyers as to Piedmont's
valuation, and certain details of our share redemption plan.
On April 13, 2009, defendants moved for reconsideration of the
court's March 30, 2009 order or, alternatively, for
certification of the order for immediate appellate review. The
defendants also requested that the proceedings be stayed pending
consideration of the motion. On June 19, 2009, the court denied
the motion for reconsideration and the motion for certification
of the order for immediate appellate review.
On April 20, 2009, the plaintiff filed a second amended
complaint, which alleges violations of the federal securities
laws, including Sections 14(a) and 14(e) of the Exchange Act and
Rules 14a-9 and 14e-2(b) promulgated thereunder. The second
amended complaint seeks, among other things, unspecified
monetary damages, to nullify and void any authorizations secured
by the proxy statement, and to compel a tender offer. On May 11,
2009, the defendants answered the second amended complaint.
On June 10, 2009, the plaintiffs filed a motion for class
certification. The time for defendants to respond to the
plaintiff's motion for class certification has not yet expired.
No further developments were reported in the company's Nov. 16,
2009, Form 10-Q filing with the U.S. Securities and Exchange
Commission for the quarter ended Sept. 30, 2009.
Representing the plaintiffs are:
Nicholas E. Chimicles, Esq.
CHIMICLES & TIKELLIS, LLP
One Haverford Centre
361 West Lancaster Avenue
Haverford, PA 19041-0100
Phone: 215-642-8500
E-mail: nick@chimicles.com
- and -
Meryl W. Edelstein, Esq.
CHITWOOD HARLEY HARNES
2300 Promenade II
1230 Peachtree Street, NE
Atlanta, GA 30309
Phone: 404-873-3900
E-mail: MEdelstein@chitwoodlaw.com
- and -
Christopher J. Keller, Esq.
LABATON SUCHAROW LLP
140 Broadway
New York, NY 10005
Phone: 212-907-0700
E-mail: ckeller@labaton.com
Representing the defendants is:
J. Timothy Mast, Esq.
TROUTMAN SANDERS, LLP
Suite 5200, Bank of America Plaza
600 Peachtree Street, N.E.
Atlanta, GA 30308-2216
Phone: 404-885-3312
Fax: 404-962-6796
E-mail: tim.mast@troutmansanders.com
RAPTOR PHARMACEUTICAL: Files Response to Plaintiffs' Appeal
-----------------------------------------------------------
Raptor Pharmaceuticals Corp. has filed its response to the appeal
of the plaintiffs on the U.S. District Court for the Southern
District of New York's decision dismissing a consolidated amended
complaint against the company, according to Raptor's Nov. 17,
2009, Form 8-K filing with the U.S. Securities and Exchange
Division.
Several lawsuits were filed against the company in February 2005
in the U.S. District Court for the Southern District of New York
asserting claims under Sections 10(b) and 20(a) of the Exchange
Act and Rule 10b-5 thereunder on behalf of a class of purchasers
of the company's common stock during the period from June 26,
2003, through and including Feb. 4, 2005, referred to as the
class period. Dr. Marvin S. Hausman, M.D., a former director and
a former Chief Executive Officer, and Dr. Gosse B. Bruinsma,
M.D., also a former director and a former Chief Executive
Officer, were also named as defendants in the lawsuits.
These actions were consolidated into a single class action
lawsuit in January 2006.
On April 10, 2006, the class action plaintiffs filed an amended
consolidated complaint.
The company filed its answer to that complaint on May 26, 2006.
The company's motion to dismiss the consolidated amended
complaint was filed on May 26, 2006 and was submitted to the
court for a decision in September 2006.
On March 31, 2009 the U.S. District Court for the Southern
District of New York dismissed the proceedings.
On April 24, 2009, an appeal was filed with the U.S. Court of
Appeals for the Second Circuit by the class action plaintiffs.
The company's response to such appeal was filed on Oct. 23, 2009.
Raptor Pharmaceuticals Corp. -- http://www.raptorpharma.com/--
is a development-stage biotechnology company. The company is
focused on the development of new drugs. Raptor is developing
drug therapies for the treatment of genetic diseases, such as
Nephropathic Cystinosis (Cystinosis), Huntington's Disease (HD),
Batten Disease, metabolic diseases, including Non-Alcoholic
Steatohepatitis (NASH) and Aldehyde Dehydrogenase (ALDH2),
Deficiency (Ethanol Intolerance), and liver diseases, including
primary liver cancer (HCC) and hepatitis. In September 2009,
Raptor Pharmaceuticals Corp and TorreyPines Therapeutics, Inc.
announced the completion of their merger. The combined company
is named Raptor Pharmaceutical Corp.
REVENUE RECOVERY: Ala. Taxpayer Sues "Bounty Hunter" Tax Auditor
----------------------------------------------------------------
Crystal Jarvis at the Birmingham Business Journal reports that
Revenue Recovery Systems - a company that conducts sales tax
audits for local governments and municipalities - is being sued
in a class-action case. Specifically, Birmingham's Washer &
Refrigeration Supply Co. Inc. filed a suit in Montgomery, Ala.,
against the company, which claims -- in the court filings -- that
the auditing firm is one of the tax "bounty hunters" that is
"violating the Alabama Taxpayer's Bill of Rights," rules put in
place to protect businesses from forbidden auditing practices.
The business argues in the suit that Revenue Recovery Systems,
also operating as Alatax throughout Alabama, is receiving fees
from city governments and municipalities that are contingent upon
how much money they collect from businesses, unlawfully seizing
property owned by businesses and not allowing businesses to
dispute their tax claims.
The lawsuit, being watched by a number of businesses and auditing
professionals across the state, is considered a landmark case
that could change how audits are conducted throughout the state.
New rules that could come out of the lawsuit could ease the
burden currently faced by businesses that are hit with hefty fees
for audits, experts tell Ms. Jarvis.
SASOL LIMITED: South African Farmers Question Fertilizer Pricing
----------------------------------------------------------------
Siseko Njobeni at Business Day reports that petrochemicals group
Sasol Limited was bracing itself for claims arising from its
contraventions of competition laws, CE Pat Davies said on Friday.
Competition-related fines at Sasol Wax and Sasol Nitro have put
Sasol in the spotlight and the possibility of civil claims will
be a financial setback for the group.
The European Commission (EC) has slapped a EUR 318.2 million fine
on Sasol for its role as a leader of a price-fixing cartel that
operated in the European paraffin wax market for 13 years.
The South African Competition Tribunal earlier this year
confirmed an R251 million settlement between Sasol Nitro and the
Competition Commission relating to violations of competition law
in the fertiliser and phosphoric acid businesses.
South African farmers argued that they paid inflated fertiliser
prices as a result of the collusion. Transvaal Agricultural Union
(TAU) GM Benny van Zyl said on Friday farmers paid as much as 35%
more than they should have for fertiliser between 1998 and 2004.
Speaking at Sasol's annual general meeting on Friday, Mr. Davies
said: "We fully intend to consider valid and properly quantified
claims by our customers."
In anticipation of further questions from shareholders, Mr.
Davies said he might not be in a position to answer all the
questions on the matter.
As happened at last year's annual general meeting, the
competition law violations took centre stage as some of the
group's shareholders expressed their unhappiness with the effect
of these on Sasol's financials.
"As a company, we take full accountability of what happened," Mr.
Davies said. He said the anti-competition law activities came as
a shock to the company, and they were surprised that senior
employees were also involved. "We are as shocked and outraged as
our stakeholders."
He said Sasol had taken disciplinary measures against employees
implicated in the transgressions. These, he said, included
dismissals, suspensions and "financial penalties".
Van Zyl said the TAU was going ahead with its facilitation of a
class action against Sasol. "As an organisation, we cannot bring
the action against Sasol because we did not buy fertiliser. But
farmers did. Ours is to co-ordinate their claim against Sasol.
This is a matter between Sasol and the farmers."
In a letter dated November 19, the farmers' body informed farmers
about the possibility that Sasol overcharged them for fertiliser
in the period between 1998 and 2004. It said the Competition
Tribunal's decision confirmed that farmers suffered a loss
because of Sasol's actions. The next step for the farmers was to
determine the extent of the loss. "This boils down to a
calculation of the quantum of loss incurred by each disadvantaged
buyer of a certain product bought during the period concerned,"
it said.
TAU said despite the looming action, the organisation was not
keen on a confrontation with Sasol. "The union will not allow,
or be part of, any unfounded actions against Sasol," it said.
The TAU said it was "tragic" that some farmers were forced to
leave the agricultural sector during the period because of the
high prices of fertiliser, a major input for them. He said the
TAU expected to receive the list of farmers who wanted to be part
of the action by February 19 . "Thereafter, a legal team will
advise them on how to proceed with a valid claim against Sasol,"
Van Zyl said.
STARENT NETWORKS: Settles Delaware Lawsuit Attacking Cisco Deal
---------------------------------------------------------------
Starent Networks Corp. (NASDAQ: STAR), a leading global provider
of infrastructure hardware and software products and services
that enable mobile operators to deliver multimedia services to
their subscribers, and other defendants named in a putative class
action lawsuit filed in the Chancery Court for the State of
Delaware in connection with the proposed acquisition of Starent
Networks by Cisco Systems, Inc., have entered into a memorandum
of understanding with plaintiff's counsel.
Under the terms of the memorandum, Starent Networks, the other
named defendants and the plaintiff have agreed to settle the
lawsuit, subject to court approval. If the court approves the
settlement contemplated in the memorandum, the lawsuit will be
dismissed with prejudice. Starent Networks and the other
defendants deny all of the allegations in the lawsuit and believe
the disclosures are appropriate under the law. Nevertheless,
Starent Networks and the other defendants have agreed to settle
the putative class action lawsuit in order to avoid costly
litigation and reduce the risk of any delay to the closing of the
merger.
Pursuant to the terms of the memorandum, Starent Networks has
agreed to provide additional information to stockholders through
publicly available filings in order to supplement the proxy
statement that has been provided to Starent Networks'
stockholders in connection with the special meeting of
stockholders concerning the proposed merger.
Starent Networks, Corp. is a leading provider of infrastructure
solutions that enable mobile operators to deliver multimedia
services to their subscribers. Starent Networks has created
solutions that provide mobile operators with the functions and
services needed for access, mobility management and call control
in their networks.
WILLIAM LYON: Fee Award Appeal in Delaware Suit Still Pending
-------------------------------------------------------------
An appeal on the fee award in the matter In re: William Lyon
Homes Shareholder Litigation, Civil Action No. 2015-N, remains
pending in the Supreme Court of the State of Delaware, according
to the company's Nov. 16, 2009, Form 10-Q filing with the U.S.
Securities and Exchange Commission for the quarter ended Sept.
30, 2009.
On March 17, 2006, the company's principal stockholder commenced
a tender offer to purchase all outstanding shares of the
company's common stock not already owned by him. Initially, the
price offered in the Tender Offer was $93 per share, but it was
subsequently increased to $109 per share.
Two purported class action lawsuits were filed in the Court of
Chancery of the State of Delaware in and for New Castle County,
purportedly on behalf of the public stockholders of the company,
challenging the Tender Offer and challenging related actions of
the company and the directors of the company.
Stephen L. Brown v. William Lyon Homes, et al., Civil Action No.
2015-N was filed on March 20, 2006, and Michael Crady, et al. v.
General William Lyon, et al., Civil Action No. 2017-N was filed
on March 21, 2006 ("Delaware Complaints").
On March 21, 2006, plaintiff in the Brown action also filed a
First Amended Complaint.
The Delaware Complaints named the company and the then directors
of the company as defendants. These complaints alleged, among
other things, that the defendants had breached their fiduciary
duties owed to the plaintiffs in connection with the Tender Offer
and other related corporate activities. The plaintiffs sought to
enjoin the Tender Offer and, among other things, to obtain
attorneys' fees and expenses related to the litigation.
On March 24, 2006, the Delaware Chancery Court consolidated the
Delaware Complaints into a single case entitled In re: William
Lyon Homes Shareholder Litigation, Civil Action No. 2015-N.
On April 10, 2006, the parties to the Consolidated Delaware
Action executed a Memorandum of Understanding, detailing a
proposed settlement subject to the Delaware Chancery Court's
approval.
Pursuant to the MOU, General Lyon increased his offer of $93 per
share to $100 per share. Plaintiffs in the Consolidated Delaware
Action have determined that the settlement is "fair, reasonable,
adequate, and in the best interests of plaintiffs and the
putative Class."
A special committee of the company's Board of Directors also
determined that the price of $100 per share was fair to the
shareholders, and recommended that the company's shareholders
accept the revised Tender Offer and tender their shares.
On April 23, 2006, Delaware Chancery Court conditionally
certified a class in the Consolidated Delaware Action. The
parties to the Consolidated Delaware Action agreed to a
Stipulation of Settlement, and on Aug. 9, 2006, the Delaware
Chancery Court certified a class in the Consolidated Delaware
Action, approved the settlement, and dismissed the Consolidated
Delaware Action with prejudice as to all defendants and the
class.
On Feb. 16, 2007, the fee award to Plaintiffs' counsel was
appealed to the Supreme Court of the State of Delaware.
Thereafter, the Delaware Supreme Court remanded the matter to the
Chancery Court for further proceedings, and, on April 2, 2009,
the Chancery Court issued its decision on remand.
On April 30, 2009, the fee award was appealed again to the
Delaware Supreme Court.
Under the appealed award, Plaintiffs' counsel fees are expected
to be paid by General Lyon.
William Lyon Homes -- http://www.lyonhomes.com/-- is primarily
engaged in the design, construction and sale of single-family
detached and attached homes in California, Arizona and Nevada.
The company offers a range of homes designed to meet the specific
needs of each of its markets, although it primarily
emphasizes sales to the entry-level and move-up homebuyer
markets.
WILLIAM LYON: California Suit Over Tender Offer Remains Stayed
--------------------------------------------------------------
A purported class-action lawsuit that challenges a tender offer
by one of William Lyon Homes, Inc.'s stockholders remains stayed.
On March 17, 2006, the company's principal stockholder commenced
a tender offer to purchase all outstanding shares of the
company's common stock not already owned by him. Initially, the
price offered in the Tender Offer was $93 per share, but it was
subsequently increased to $109 per share.
A purported class action lawsuit challenging the Tender Offer was
filed in the Superior Court of the State of California, County of
Orange.
On March 17, 2006, a complaint captioned Alaska Electrical
Pension Fund v. William Lyon Homes, Inc., et al., Case No. 06-CC-
00047, was filed.
On April 5, 2006, plaintiff in the Alaska Electrical action filed
an Amended Complaint.
The complaint in the California Action named the company and the
then directors of the company as defendants and alleged, among
other things, that the defendants had breached their fiduciary
duties to the public stockholders.
Plaintiff in the California Action also sought to enjoin the
Tender Offer, and, among other things, to obtain attorneys' fees
and expenses related to the litigation.
On April 20, 2006, the California court denied the request of
plaintiff in the California Action to enjoin the Tender Offer.
Plaintiff filed a motion to certify a class in the California
Action which was later taken off calendar, and the company filed
a motion to stay the California Action.
On July 5, 2006, the California Court granted the company's
motion to stay the California Action pending final resolution of
all matters in the suit styled In re: William Lyon Homes
Shareholder Litigation, Civil Action No. 2015-N.
The company reported no further development in the matter in its
Nov. 16, 2009, Form 10-Q filing with the U.S. Securities and
Exchange Commission for the quarter ended Sept. 30, 2009.
William Lyon Homes -- http://www.lyonhomes.com/-- is primarily
engaged in the design, construction and sale of single-family
detached and attached homes in California, Arizona and Nevada.
The company offers a range of homes designed to meet the specific
needs of each of its markets, although it primarily
emphasizes sales to the entry-level and move-up homebuyer
markets.
*********
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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Editors.
Copyright 2009. All rights reserved. ISSN 1525-2272.
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