According to the complaint, Corvis' May 4, 2000 Registration Statement, filed with the SEC in connection with its initial public offering of 31,625,000 shares of Corvis common stock, declared effective July 27, 2000, and the prospectus included with the Registration Statement contained material misrepresentations and/or omissions in violation of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The misrepresentations and/or omissions alleged in the complaint detail hidden, inflated commissions paid to CSFB that were not disclosed in Corvis' offering materials. Specifically, the complaint alleges that CSFB obtained excessive and undisclosed commissions from certain investors in exchange for preferential allocations of restricted Corvis shares issued in the offering, and further, that CSFB also entered into buyback agreements with customers whereby CSFB allocated Corvis shares in return for the customers' agreements to purchase additional Corvis shares in the aftermarket at predetermined prices.
On August 15, 2001, a complaint, titled Michael Darvin and Kenneth Bender, et al. v. Credit Suisse First Boston Corp., et al., was filed in the U.S. District Court for the Northern District of California against Credit Suisse First Boston regarding shares of the common stock of Corvis Corp., InterTrust Technologies Corporation, New Focus Inc., and Razorfish Inc. Specifically, the Complaint charges Defendant with violations of Section 11 of the Securities Act of 1933. Plaintiffs allege that the Prospectuses for the Manipulated Issuers' IPOs were materially false and misleading by, among other things, (1) failing to disclose additional and excessive underwriting commissions which Credit Suisse received from customers in exchange for allocations of material portions of IPO shares in the Manipulated Issuers; and (2) failing to disclose prohibited "tie-in" agreements whereby Credit Suisse agreed to allocate IPO shares in the Manipulated Issuers to customers, in exchange for which customers agreed to purchase additional shares in the Manipulated Issuers after the stock of the Manipulated Issuer began trading in the public market (the "aftermarket"). Plaintiffs allege that these tie-in agreements maintained, distorted and/or inflated the market price of Manipulated Issuer shares in the aftermarket and provided an undisclosed benefit to Credit Suisse by locking-in additional commissions on transactions in securities in the Manipulated Issuers. On November 9, 2001, the case was transferred to the Southern District of New York for consolidation with the IPO Allocation Multidistrict Litigation, case number 1:21-mc-00092-SAS.
According to Broadwing Corporation’s (formerly Corvis Corp.) FORM 10-Q for the quarterly period ended March 31, 2006, between May 7, 2001 and June 15, 2001, nine class action lawsuits were filed in the United States District Court for the Southern District of New York relating to our initial public offering on behalf of all persons who purchased the Company’s stock between July 28, 2000 and the filing of the complaints. Each of the complaints named as defendants: the Company, its directors and officers who signed the registration statement in connection with its initial public offering, and certain of the underwriters that participated in its initial public offering. The Company’s directors and officers have since been dismissed from the case, without prejudice. The complaints allege that the registration statement and prospectus relating to our initial public offering contained material misrepresentations and/or omissions in that those documents did not disclose (1) that certain of the underwriters had solicited and received undisclosed fees and commissions and other economic benefits from some investors in connection with the distribution of the Company’s common stock in the initial public offering and (2) that certain of the underwriters had entered into arrangements with some investors that were designed to distort and/or inflate the market price for the Company’s common stock in the aftermarket following the initial public offering. The complaints ask the court to award to members of the class the right to rescind their purchases of our common stock (or to be awarded rescissory damages if the class member has sold our stock) and prejudgment and post-judgment interest, reasonable attorneys’ and experts witness’ fees and other costs. On February 15, 2005, the Judge granted preliminary approval of a proposed settlement agreement between the plaintiffs and defendants, including the Company. The proposed settlement is a $1 billion dollar guaranteed settlement. The insurance companies for the defendants agreed to pay up to $1 billion dollars in total to the extent that judgment is rendered for the plaintiffs. If plaintiffs succeed in recovering more than $1 billion from the underwriters, the companies that went public, such as the Company, will not have to pay any additional amounts. The defendants’ insurance companies will be paying the settlement that is subject to the final approval of the district court. On August 31, 2005 the Judge issued an order clarifying certain provisions of the proposed settlement and set deadlines for its final approval. On April 21, 2006, one of the underwriters sued in this class action, JPMorgan Chase, announced a settlement with plaintiffs for $425 million. On April 24, 2006, a fairness hearing on the proposed settlement was held in which the Judge did not rule on the proposed settlement, but instead took the proposed settlement under advisement.
In December 2006, the appellate court overturned the certification of classes in the six test cases that were selected by the underwriter defendants and plaintiffs in the coordinated proceedings. Because class certification was a condition of the settlement, it was unlikely that the settlement would receive final Court approval. On June 25, 2007, the Court entered an order terminating the proposed settlement based upon a stipulation among the parties to the settlement. Plaintiffs have filed an amended complaint and filed a motion for class certification based on their amended allegations. The defendants have filed motions to dismiss the Second Consolidated Amended Complaint.