Tyco International Ltd. Summary: According to a press release dated December 19, 2007, Judge Paul Barbadoro of the U.S. District Court for the District of New Hampshire finalized the agreement and payment. Tyco's payment will be the largest cash payment ever made by a corporate defendant in the history of securities litigation, the judge said. In total, the settlement agreement is the third-largest class action recovery ever, behind the deals in Enron Corp. and WorldCom Inc., he said. Under the agreement, Tyco will pay $2.975 billion to investors. Tyco auditor PricewaterhouseCoopers LLP, which was also named as a defendant in the suit, will pay another $225 million. Judge Barbadoro said that 28 objections, four which were from institutional investors, were filed against the proposed settlement. “In light of the substantial risk, uncertainty and delay associated with proceeding to summary judgment and trial, the $3.2 billion settlement amount is an outstanding recovery for the class,” he said. He also signed off on paying plaintiffs' firms Grant & Eisenhofer PA, Milberg Weiss LLP and Schiffrin, Barroway, Topaz & Kessler LLP $460 million with an additional $29 million in expenses.
In a press release dated July 6, 2007, PricewaterhouseCoopers LLP ("PwC") has agreed to pay $225 million to settle securities and accounting fraud claims relating to the Tyco International Ltd. securities class action , presently pending in the United States District Court for the District of New Hampshire before Judge Paul Barbadoro. This settlement with PwC, combined with the recent settlement with Tyco - the largest ever by a single corporate defendant - will bring the total settlement to more than $3.2 billion by the time it is presented to the court for final distribution, inclusive of interest. The settlement with PwC, reached after four years of hard-fought litigation and extensive mediation, represents one of the largest recoveries on record from an outside auditor in the history of securities class action litigation. Investors who purchased or acquired Tyco securities from December 13, 1999 through and including June 7, 2002 are covered by the settlement.
In a press release dated May 15, 2007, Tyco International Ltd. has agreed to immediately fund $2.975 billion in cash to settle securities and accounting fraud claims relating to the Kozlowski era which are presently pending in the United States District Court for the District of New Hampshire before Judge Paul Barbadoro. The settlement specifically excludes auditor PriceWaterhouseCoopers ("PwC") and, by the time the settlement will be presented to the Court for final distribution, it will exceed $3 billion in value, inclusive of interest. The settlement represents the single largest payment from any corporate defendant in the history of securities class action litigation. Investors who purchased or acquired Tyco securities from December 13, 1999 through and including June 7, 2002, are covered by the settlement. … As part of the settlement, Tyco has agreed to assign the claims it has against PwC related to the accounting fraud to the Class, which intends to vigorously pursue both its own claims and the assigned claims. As Tyco's auditor, PwC was in a unique position to uncover the fraud and to prevent the damages to Tyco's shareholders. Instead, PwC is alleged to have failed in its duties as a corporate watchdog. In addition, as Tyco already has its own claims being pursued against certain of the individual defendants, the Class has assigned its claims against Dennis Kozlowski, Frank Walsh and Mark Swartz to Tyco in exchange for receiving a 50% interest in any net recoveries achieved against these non-settling defendants.
As summarized by the Company’s FORM 10-Q For the Quarterly Period Ended March 30, 2007, most of the securities class actions have now been transferred to the United States District Court for the District of New Hampshire by the Judicial Panel on Multidistrict Litigation for coordinated or consolidated pretrial proceedings. On January 28, 2003, a consolidated securities class action complaint was filed in these proceedings. On January 7, 2005, we answered the plaintiffs' consolidated complaint. On January 14, 2005, lead plaintiffs made a motion for class certification, which we opposed on July 22, 2005. On July 5, 2005, we moved for revision of the court's October 14, 2004 order in light of a change in law, insofar as the order denied our motion to dismiss the consolidated complaint for failure to plead loss causation. On December 2, 2005, the court denied our motion. On April 4, 2006, plaintiffs filed a partial motion for summary judgment that was denied without prejudice to its later renewal. On June 12, 2006, the court entered an order certifying a class "consisting of all persons and entities who purchased or otherwise acquired Tyco securities between December 13, 1999 and June 7, 2002, and who were damaged thereby, excluding defendants, all of the officers, directors and partners thereof, members of their immediate families and their legal representatives, heirs, successors or assigns, and any entity in which any of the foregoing have or had a controlling interest." On June 26, 2006, we filed a petition for leave to appeal the class certification order to the United States Court of Appeals for the First Circuit. On September 22, 2006, the United States Court of Appeals for the First Circuit denied our petition. On July 6, 2006, the lead plaintiffs filed in the United States District Court for the District of New Hampshire a motion for a permanent injunction against prosecution of the class action styled Brazen v. Tyco International Ltd. that was certified by the Circuit Court for Cook County, Illinois. On October 26, 2006, the court denied plaintiffs' motion for injunctive relief without prejudice.
In August 2002, by the Order from the Multidistrict Litigation Panel, the pending class actions from the U.S. District Court for the Southern District of New York were transferred to the District of New Hampshire, case number 02-MD-1335.
The class action complaints filed against TYCO in several U.S. District Courts alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, by issuing a series of material misrepresentations to the market during the Class Period, thereby artificially inflating the price of TYCO common stock.
The complaint filed in the US District Court South District of New York alleges that TYCO's representations were rendered false and misleading by defendants' failure to disclose: (a) that TYCO would achieve its earnings targets only through undisclosed acquisitions; (b) that the individual defendants sold in excess of $100,000,000 of their individual stock holdings to the company; and (c) that TYCO's management procedures were to make large payments to insiders, including a $20,000,000 payment to one director and his charity for furthering the interests of TYCO. It further alleges that external rule changes required TYCO to cease its allegedly aggressive revenue recognition practices and recognize the revenues from its security contracts only as the monies thereunder were received. Throughout the Class Period, defendants were allegedly aware that the adverse financial effect of the rule change by the Securities and Exchange Commission would be approximately $1,000,000,000. However, defendants allegedly failed to disclose this adverse financial effect until partial disclosure was made in October 2001. As defendants belatedly announced portions of the foregoing material facts between October 2001 and January 2002, TYCO stock fell allegedly by more than 40 plus percent.
The complaint filed in the in the US District Court of New Hampshire asserts claims that Defendants issued various affirmative statements regarding the Company's ability to conduct an offering of stock for its subsidiary CIT Group which were false and misleading given Defendants' failure to disclose the material adverse risk that they would not be able to complete this offering, or, if they did, would not be able to do so on favorable terms, once the criminal investigation of Kozlowski became publicly known. As a result, TYCO's common stock was artificially inflated throughout the Class Period, causing plaintiff and other members of the Class to purchase or sell such securities at prices skewed by Defendants' conduct.
The complaint filed in the in the US District Court South District of Florida specifically alleges that during the Class Period defendants failed to disclose Tyco's practice of engaging in related-party transactions with Tyco's own officers and directors, including (a) interest-free loans Tyco made to employees; (b) Tyco's purchase of a Florida home from its director; (c) Tyco's retaining a law firm that employs its director's compensation at the law firm was based on the amount of work the law firm did for Tyco; (d) the Company's use of funds to pay for executives' personal items, including a home in Utah. Additionally, during the Class Period defendants failed to disclose the ongoing criminal investigation of defendant Kozlowski. As a result of Defendants' failure to disclose Tyco's related-party transactions.
SIC Code: 7382
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