The original complaint alleges that the company misrepresented its financial outlook between the class period. During that period, company insiders sold Shaw shares at inflated prices, the complaint alleges, garnering proceeds in excess of $80 million. The complaint alleges that the company also sold $490 million of convertible zero coupon liquid option notes during that period. The company's revenue and earnings were inflated, the complaint says, because Shaw improperly established and drew on reserve accounts set up in connection with the acquisition of Stone & Webster Inc. and IT Group in 2002.
More specifically, the complaint alleges that such results were not prepared or reported in accordance with Generally Accepted Accounting Principles and deceived investors as to the Company's true performance, thereby artificially inflating the price of Shaw securities during the Class Period. Specifically, the complaint alleges that the defendants artificially inflated the Company's reported revenues and earnings by improperly establishing and drawing on reserve accounts established in connection with a series of large acquisitions, including the acquisition of Stone & Webster Inc. in July 2000 and the acquisition of The IT Group in May 2002. The complaint further alleges that defendants prematurely recognized revenue in violation of Shaw's own purported policies and Generally Accepted Accounting Principles, and that defendants failed to disclose the extent to which Shaw was vulnerable to changes in power generation market conditions.
The complaint further alleges that the truth about the company's performance emerged after the market closed on June 10, 2004 when Shaw announced that it had been notified by the SEC that the SEC was conducting an inquiry that appeared to focus on the Company's accounting for acquisitions. On this news, Shaw stock, which had traded at a class period high of $62.37, fell 12.4% from a closing price of $12.28 on June 10, 2004 to a closing price of $10.75 on the next trading day (June 14, 2004) on more than four times normal volume. During the class period, Company insiders sold Shaw shares at prices artificially inflated by defendants' materially false and misleading statements.
According to the Company’s Form 10-K for the fiscal year ended August 31, 2008, after the filing of the Thompson lawsuit, nine additional purported shareholder class action lawsuits were filed and other actions may also be commenced. All of these actions were consolidated under the Thompson caption in the (the District Court) District Court, and the District Court appointed a lead plaintiff to represent the members of the purported class. We filed a motion to dismiss the consolidated action, which was denied. We then moved to certify the matter for immediate appeal, which the District Court granted, and the U.S. Court of Appeals for the Fifth Circuit (the Fifth Circuit) granted leave to appeal. On July 29, 2008, the Fifth Circuit reversed the District Court’s denial of our motion to dismiss the consolidated action and remanded the consolidated action to the District Court with instructions to dismiss. The District Court entered its order dismissing the consolidated action on August 29, 2008.