Sealed Air Corporation - Securities Class Action

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Stanford Law School

Sealed Air Corporation Summary: According to the Company’s FORM 10-Q for the quarterly period ended June 30, 2009, on September 15, 2003, the case of Senn v. Hickey, et al. (Case No. 03-CV-4372) was filed in the U.S. District Court for the District of New Jersey (Newark). This lawsuit seeks class action status on behalf of all persons who purchased or otherwise acquired securities of the Company during the period from March 27, 2000 through July 30, 2002. The lawsuit named the Company and five current and former officers and directors of the Company as defendants. The Company is required to provide indemnification to the other defendants, and accordingly the Company's counsel is also defending them. On June 29, 2004, the court granted plaintiff Miles Senn's motion for appointment as lead plaintiff and for approval of his choice of lead counsel. The plaintiff's amended complaint makes a number of allegations against the defendants. The principal allegations are that during the above period the defendants materially misled the investing public, artificially inflated the price of the Company's common stock by publicly issuing false and misleading statements and violated U.S. GAAP by failing to properly account and accrue for the Company's contingent liability for asbestos claims arising from past operations of Grace. The plaintiff seeks unspecified compensatory damages and other relief. The Company has vigorously defended the lawsuit, since the Company believes that it properly disclosed its contingent liability for Grace's asbestos claims and properly accounted for its contingent liability for such claims under U.S. GAAP.

On March 14, 2005, the Company and the individual defendants filed a motion to dismiss the amended complaint in the Senn v. Hickey, et al. case for failure to state a claim. On December 19, 2005, the Court granted in part and denied in part defendants' motion to dismiss. The Court determined that the complaint failed adequately to allege scienter as to the four individual defendants other than T.J. Dermot Dunphy, and therefore dismissed the lawsuit with respect to these four individual defendants, but adequately alleged scienter as to Mr. Dunphy and the Company. Mr. Dunphy is a current director of the Company and was formerly Chairman of the Board and Chief Executive Officer of the Company. On December 28, 2005, the defendants requested that the Court reconsider the portion of the December 19, 2005 order denying defendants' motion to dismiss with regard to the Company's arguments other than scienter, or, in the alternative, that the Court certify the matter for interlocutory appeal. On February 13, 2006, the defendants filed an answer to the amended complaint. On April 7, 2006, the Court heard oral argument on defendants' reconsideration motion, and on July 10, 2006, the Court denied the motion on the ground that issues of fact prevent the Court from granting a motion to dismiss based on the Company's arguments other than scienter. On October 3, 2006, plaintiff filed a motion to certify a class of all persons who purchased or otherwise acquired the securities of the Company during the period from March 27, 2000 through July 30, 2002. On November 22, 2006, plaintiff filed an amended motion for class certification, seeking to withdraw as a class representative and to substitute a new class representative, the Louisiana Municipal Police Employees Retirement System ("MPERS"). On March 26, 2007, the Court entered an order permitting Miles Senn to withdraw as lead plaintiff and permitting MPERS to be substituted as lead plaintiff. Consequently, the case is now properly referred to as MPERS v. Sealed Air Corporation, et al. On March 29, 2007, MPERS, as lead plaintiff, filed a motion to certify a class of all persons or entities that purchased Sealed Air Corporation securities during the period from March 27, 2000 through July 30, 2002, both dates inclusive, and were damaged thereby. On July 25, 2007, the Company and Mr. Dunphy filed their memorandum of law in opposition to MPERS's motion for class certification. On July 25, 2007, the Company and Mr. Dunphy also filed a motion for reconsideration or for judgment on the pleadings, arguing that the Supreme Court's recent decisions in Tellabs, Inc. v. Makor Issues & Rights, Ltd., and Bell Atlantic Corp. v. Twombly require dismissal of MPERS's claims. In an Opinion and Order dated March 12, 2008, the Court granted plaintiff's motion for class certification. Subsequently, in an Opinion and Order dated March 14, 2008, the Court denied defendants' motion for reconsideration of their motion to dismiss the complaint premised on the Supreme Court's decisions in Tellabs and Twombly. On March 27, 2008, the Company and Mr. Dunphy filed a petition for leave to appeal the district court's class certification ruling to the United States Court of Appeals for the Third Circuit. On May 14, 2008, the Third Circuit denied the petition.

On April 27, 2009 the Company reached an agreement in principle with the plaintiff to settle the MPERS v. Sealed Air Corporation, et al. case, subject to documentation and Court approval. The agreement provides for payment of $20.0 million, which will be fully funded by the Company's primary and excess insurance carriers. As a result of the settlement in principle, in the first quarter of 2009, the Company recorded a liability in the amount of $20.0 million, which is included in other current liabilities on the condensed consolidated balance sheet.

According to a press release dated September 22, 2009, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the District of New Jersey, that a hearing will be held on December 2, 2009, at 10:00 a.m., before the Honorable Dennis M. Cavanaugh in Courtroom 4 of the United States District Court for the District of New Jersey, Martin Luther King, Jr. Federal Building & U.S. Courthouse, 50 Walnut Street, Newark, New Jersey 07101, to determine: (1) whether the settlement of the Class's claims against the Defendants for $20,000,000, should be approved as fair, just, reasonable and adequate; (2) whether the proposed Plan of Allocation is fair, just, reasonable, and adequate; (3) whether the application of Class Counsel for an award of attorneys' fees and expenses should be approved; (4) whether the Class Representative should be granted a compensatory award; and (5) whether the Litigation should be dismissed with prejudice as set forth in the Stipulation filed with the Court.

On December 2, 2009, the Settlement Hearing was held before Judge Dennis M. Cavanaugh. On December 4, 2009, Judge Cavanaugh signed the Opinion and Order approving the settlement, approving the Plan of Allocation and awarding attorneys’ fees and expenses. The action is dismissed with prejudice.

INDUSTRY CLASSIFICATION:
SIC Code: 3089
Sector: Basic Materials
Industry: Containers & Packaging

COMPANY/ISSUER NAME:	Sealed Air Corporation
COMPANY/ISSUER TICKER:	SEE
COMPANY WEBSITE:	http://www.sealedair.com

FIRST IDENTIFIED COMPLAINT IN THE DATABASE

Miles Senn, et al. v. Sealed Air Corporation, et al.

COURT: D. New Jersey	DOCKET NUMBER: 03-CV-04372
JUDGE NAME: Hon. Dennis M. Cavanaugh
DATE FILED: 11/15/2003	SOURCE: Business Wires
CLASS PERIOD START: 03/27/2000	CLASS PERIOD END: 07/30/2002
TYPE OF COMPLAINT: Complaint (Unamended and Unconsolidated)
PLAINTIFF FIRMS NAMED IN COMPLAINT:
Glancy and Binkow 1801 Avenue of the Stars, suite 311, Los Angeles, CA, 90067 (voice) 310-201-9150, (fax) , info@glancylaw.com Squitieri & Fearon LLP (New York) 420 5th Avenue, 18th Floor, New York, NY, 10018 (voice) 212.575.2092, (fax) 212.575.2184, lee@sfclasslaw.com _____________________________________________ TOTAL NUMBER OF PLAINTIFF FIRMS: 2

DOCUMENTS FOR THE FIRST IDENTIFIED COMPLAINT
Class Action Complaint for Violatios of Federal Securities Laws - Jury Trial Demanded
Type: Complaint		Date on the document: 11/15/2003
Order
Type: Order Appointing LP/LC		Date on the document: 06/30/2004
Order
Type: Order		Date on the document: 12/19/2005
Order
Type: Order		Date on the document: 07/10/2006
Order
Type: Order		Date on the document: 03/26/2007

REFERENCE COMPLAINT

Louisiana Municipal Police Employees' Retirement System, et al. v. Hickey, et al.

COURT: D. New Jersey	DOCKET NUMBER: 03-CV-04372
JUDGE NAME:
DATE FILED: 12/01/2004	SOURCE: Business Wires
CLASS PERIOD START: 03/27/2000	CLASS PERIOD END: 07/30/2002
TYPE OF COMPLAINT: Consolidated Complaint
PLAINTIFF FIRMS NAMED IN COMPLAINT:
Glancy and Binkow 1801 Avenue of the Stars, suite 311, Los Angeles, CA, 90067 (voice) 310-201-9150, (fax) , info@glancylaw.com Glancy Binkow & Goldberg LLP (Los Angeles) 1801 Ave. of the Stars, Suite 311, Los Angeles, CA, 90067 (voice) 310.201.915, (fax) 310. 201-916, info@glancylaw.com Pomerantz Haudek Block Grossman & Gross LLP (former Chicago) 1 North LaSalle Street, Suite 2225, Chicago, IL, 60602 (voice) 312.377.1181, (fax) 312.377.1184, info@pomerantzlaw.com/ _____________________________________________ TOTAL NUMBER OF PLAINTIFF FIRMS: 3

DOCUMENTS FOR THE REFERENCE COMPLAINT
Amended Class Action Complaint For Violations Of Federal Securities Laws
Type: Complaint		Date on the document: 12/01/2004
U.S. District Court Civil Docket
Type: Docket		Date on the document: 11/15/2006
Order
Type: Order		Date on the document: 08/12/2008
Dismissal Order
Type: Order		Date on the document: 05/27/2009
Stipulation of Settlement
Type: Settlement		Date on the document: 08/05/2009
Order Preliminarily Approving Settlement and Providing Notice to the Class
Type: Order		Date on the document: 08/26/2009
Notice Of Proposed Settlement Of Class Action, Hearing Thereon, Right To Appear, And Related Matters
Type: Notice		Date on the document: 09/09/2009
Opinion
Type: Other		Date on the document: 12/04/2009
Order
Type: Order		Date on the document: 12/04/2009
U.S. District Court Civil Docket
Type: Docket		Date on the document: 12/04/2009
U.S. District Court Civil Docket
Type: Docket		Date on the document: 02/10/2011

OTHER DOCUMENTS

Case Name and/or Number:
Type:		Date on the document:

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