Case Page

 

Case Status:    DISMISSED    
On or around 05/09/2000 (Other)

Filing Date: October 14, 1998

According to the latest docket posted, on March 1, 2000, the plaintiffs filed a notice of appeal from the Order granting the motion to dismiss the amended class action complaint. On May 9, 2000, the Court entered the certified copy of the mandate from the U.S. Court of Appeals. The appeal was withdrawn by the plaintiffs.

By the closing Order, dated 01/31/2000, from U.S. District Judge Harold Baer, Jr. of the United States District Court for the Southern District of New York, the defendants' motion to dismiss the case was granted, and the amended class action complaint was dismissed. The court could not reasonably conclude that defendants' representations, taken together and in context, would have misled a reasonable investor about the nature of the securities.

The original Complaint charges Northern Telecom and certain officers and directors of the Company during the relevant time period with violations of Sections 11, 12(2) and 15 of the Securities Act of 1933 and of Sections 10(b) and 20(a) of the Securities Exchange Act 1934 for, among other things, making false and misleading public statements, and issuing a registration statement and proxy statement/prospectus in connection with the Merger that contained false and misleading statements, regarding the Company's financial condition, its revenue growth and specifically the impact on the Company's revenue growth of a fall off in its European and Asian business. The complaint also alleges that in the weeks following the consummation of the Merger, defendants started to reveal the Company's financial woes by announcing that it was slashing its workforce in a cost cutting effort. Defendants then startled investors by announcing that revenue growth would be significantly below their own projections due to a major fall off in demand for its products in Europe and Asia. Further, the Complaint alleges that defendants had, just prior to the Merger, played down the impact of these markets on the Company's revenue growth. On the release of the announcements the Company's stock price fell from a Merger consummation price of approximately $50 to close at $32-1/16 on Sept. 30, 1998, and then trailed down to $29-7/8 on Oct. 13, 1998. Therefore Bay Networks' shareholders have lost over $20 since the Merger's consummation in the value of the Northern Telecom shares that they received in exchange for their Bay Networks' shares. The Complaint also alleges that defendants withheld the disclosure of this information from Bay Networks' shareholders to ensure the Merger's consummation at the agreed upon exchange ratio of 0.6 Northern Telecom share for each Bay Networks' share.

Class: all individuals and entities whose securities of Bay Networks, Inc. ("Bay Networks") were exchanged for shares of Northern Telecom, Ltd. ("Northern Telecom" or the "Company") in connection with Northern Telecom's acquisition of Bay Networks on Aug. 28, 1998, (the "Merger") and who were damaged thereby.

COMPANY INFORMATION:

Sector: Technology
Industry: Communications Equipment
Headquarters: Canada

SECURITIES INFORMATION:

Ticker Symbol: BAY
Company Market: New York SE
Market Status: Public (Listed)

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: S.D. New York
DOCKET #: 98-CV-07228
JUDGE: Hon. Harold Baer, Jr.
DATE FILED: 10/14/1998
CLASS PERIOD START: 08/28/1998
CLASS PERIOD END: 09/14/1998
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Wolf Haldenstein Adler Freeman & Herz LLP (New York)
    270 Madison Avenue, Wolf Haldenstein Adler Freeman & Herz LLP (New York), NY 10016
    212.545.4600 212.686.0114 · newyork@whafh.com
No Document Title Filing Date
COURT: S.D. New York
DOCKET #: 98-CV-07228
JUDGE: Hon. Harold Baer, Jr.
DATE FILED: 04/21/1999
CLASS PERIOD START: 08/28/1998
CLASS PERIOD END: 09/14/1998
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Finkelstein, Thompson & Loughran
    1050 30th Street, NW, Finkelstein, Thompson & Loughran, DC 20007
    202.337.8000 202.337.8090 · contact@ftllaw.com
  2. James V. Bashian
    500 Fifth Ave Ste 2800, James V. Bashian, NY 10110
    ·
  3. Kaplan Fox & Kilsheimer, LLP (former New York, NY)
    805 Third Avenue, 22nd Floor, Kaplan Fox & Kilsheimer, LLP (former New York, NY), NY 10022
    212.687.1980 212.687.7714 · info@kaplanfox.com
  4. Prongay & Borderud
    881 Alma Real Drive, Suite 211, Prongay & Borderud, CA 90272
    310.573.3600 ·
  5. Stull, Stull & Brody (New York)
    6 East 45th Street, Stull, Stull & Brody (New York), NY 10017
    310.209.2468 310.209.2087 · SSBNY@aol.com
  6. Susman, Godfrey LLP (Dallas)
    4100 Bank of America, 901 Main Street, Susman, Godfrey LLP (Dallas), TX 75202
    214.754.1908 · mevans@susangodfrey.com
  7. Wirtz & Associates
    16161 Ventura Boulevard, Suite 669, Wirtz & Associates, CA 91436
    310.576.7770 ·
  8. Wolf Haldenstein Adler Freeman & Herz LLP (New York)
    270 Madison Avenue, Wolf Haldenstein Adler Freeman & Herz LLP (New York), NY 10016
    212.545.4600 212.686.0114 · newyork@whafh.com
No Document Title Filing Date
No Document Title Filing Date