According to the Company’s Form 10-K for the fiscal year ended December 31, 2004, on December 2, 2003, the Company reached an agreement in principle to settle the consolidated class action shareholder suits in federal district court in New York. Under the terms of the settlement, the Company agreed to pay $115.0 million, comprised of $20.0 million in cash and $95.0 million in shares of the Company’s common stock at a value of $14.50 per share. On November 4, 2004, the court entered an order granting final approval of the settlement. The term of appeal for the settlement expired on December 6, 2004.
In an article in the New York Law Journal dated November 19, 2003, the court granted plaintiffs' motion for certification, finding that plaintiffs showed that common questions of law and fact predominate. The court added that plaintiffs suffered similar injuries resulting from the same alleged course of action and that all plaintiffs will rely on the same or substantially similar documents, statements and legal theories to prove defendants' liability.
On February 7, 2003, the company filed a motion to dismiss the Consolidated Amended Complaint. According to the court Order from the U.S. District Judge Denise Cote of the Southern District of New York, the defendants' motion is granted in part. Specifically, the defendants' motion to dismiss Counts I, II and IV of the Complaint is denied. The defendants' motion to dismiss Count III is granted as to all of the Individual Defendants and is denied as to The Interpublic Group of Companies, Inc.
Thirteen actions against this company were consolidated on November 15, 2002, and a Consolidated Amended Complaint ('Complaint') was filed on January 10, 2003. The amended complaint includes charges of further damage, following the company's disclosures of accounting improprieties last fall. The lawsuit also claims that the defendants tried to hide the true value of the company. Specifically, the Complaint alleges claims under Sections 11 and 15 of the Securities Act of 1933 (the "Securities Act'), 15 U.S.C. §§77k, 77o, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act'), 15 U.S.C. §§78j(b), 78t(a), and the rules and regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC').
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 between October 28, 1997 and August 13, 2002, thereby artificially inflating the price of Interpublic securities. Throughout the Class Period, as alleged in the complaint, defendants issued numerous statements and filed quarterly and annual reports with the SEC which described the Company's increasing net income and financial performance. As alleged in the complaint, these statements were materially false and misleading because they failed to disclose and/or misrepresented the following adverse facts, among others: (i) that, throughout the Class Period, the Company was overstating its net income by failing to expense certain charges which should have been expensed; (ii) that the Company
lacked adequate internal controls and was therefore unable to ascertain the
true financial condition of the Company; and (iii) that as a result, the value
of the Company's net income and financial results were materially overstated at all relevant times. On August 5, 2002, Interpublic announced that it would be rescheduling the release of its second quarter 2002 earnings "to accommodate the Audit Committee of its Board of Directors," which was interpreted by the market to potentially involve the Company's accounting. In response to the uncertainty surrounding defendants' announcement, investors sold off shares of Interpublic, which dropped $4.69 per share, or 23.8%, to close at $14.99 per share. On August 13, 2002, the last day of the Class Period, the nature of the Company's delay of its second quarter 2002 earnings release became evident when the Company announced, among other things, that it had "identified $68.5 million of charges, principally in Europe, which had not been properly expensed," which will cause the company to restate its previously issued financial statements going back to 1997 and prior.