On April 15, 2004, the Court entered the Clerk’s Judgment granting the defendant’s motion and dismissing the complaint. The plaintiffs filed a notice of appeal. On July 8, 2005, the Court entered the certified copy of the Mandate from the U.S. Court of Appeals for the Second Circuit. According to the Mandate, it was Ordered, Adjudged and Decreed that the order of the District Court is affirmed.
The Complaint asserts claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5, against Georgeson Shareholder, Inc. ("Georgeson Shareholder"), its wholly owned subsidiaries, Georgeson Shareholder Communications, Inc. and Georgeson Shareholder Securities Corp. (collectively "Georgeson"), and AT&T Corp. ("AT&T") on behalf of all security holders who, during the period from December 2000 through the present, exchanged MediaOne Corp. ("MediaOne") shares for shares of AT&T pursuant to the June 2000 merger between AT&T and MediaOne, using Georgeson as the exchange agent.
Specifically, the complaint alleges that defendant AT&T authorized defendant Georgeson to engage in a "post-merger clean-up," pursuant to which Georgeson disseminated notices urging shareholders who had not already done so, to promptly exchange their MediaOne shares for AT&T shares. Plaintiff further alleges that Georgeson's notices misled shareholders into believing that they were required to exchange their shares through Georgeson, or else to forfeit all value of the shares, and further allege that Georgeson charged an exorbitant "processing fee" for this service, amounting to twelve percent (12%) of the value of each shareholder's stock. In fact, however, shareholders could have exchanged their shares directly through the transfer agent or other brokers at little or no cost.
The Class consists of all security holders who, during the period from December 2000 through the present, exchanged Mediaone Group, Inc. ("MediaOne") shares for shares of AT&T pursuant to the June 2000 merger between AT&T and MediaOne, using Georgeson as the exchange agent.