On January 19, 2006, the Court entered the certified copy of the Mandate from the Second Circuit Court of Appeals. It was Ordered, Adjudged and Decreed that the judgment of the District Court is affirmed.
According to the docket posted, on January 25, 2005, the Court entered the Clerk’s Judgment granting the defendants’ motion to dismiss the amended complaint without further leave to amend. On February 7, 2005, the plaintiffs filed a Notice of Appeal. The case is currently pending in the Second Circuit Court of Appeals.
The original complaint 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 before and during the Class Period, thereby artificially inflating the price of Ford common stock. The complaint alleges that Ford's representations were rendered false and misleading by Ford's failure to disclose: (a) that Ford's management purposely had made and failed to hedge large commitments to purchase platinum, palladium, rhodium or similar commodities at very high prices, (b) that the declines in the prices of such commodities during the Class Period (which, to outward appearances, were favoring Ford's business) were not helping Ford and, on the contrary, were hurting Ford's business and prospects, (c) that these large unhedged purchase commitments had placed Ford at a disadvantage to, for example, General Motors, and/or (d) that the large unhedged purchase commitments by Ford's management were exposing Ford to potentially in excess of $1 billion in losses from price declines that would have been favorable to Ford. The complaint further alleges that defendants made false and misleading statements to conceal top management's errors and speculation, and Ford's true financial and competitive position. Only after defendants Jacques Nasser and Henry D.G. Wallace had departed the employment of Ford, did defendants, on January 11, 2002, belatedly disclose the foregoing material adverse facts in Ford's "write-off" of one billion dollars of charges (or losses) relating to such unhedged commodity exposure.