On February 8, 2007, the Court entered the Decision and Order granting the Defendants’ motions to dismiss the Consolidated Amended Complaint. Plaintiffs were granted 20 days to file an amended complaint, but on February 21, 2007, the Court entered the Order directing the Clerk of the Court to dismiss the Consolidated Amended Complaint in this action and to close this case and remove it from the Court's list of pending cases as a separate action, subject to its being reopened in the event within the time provided for in the 2007 Order the plaintiffs file an amended complaint consistent with the Court's decision. That day, the Court entered the Judgment closing this case.
On August 10, 2005, the Court entered the Order consolidating several similar class actions. On September 16, 2005, the Court entered the Order granting the motion to appoint Diana B. Lien, Charles F. Lin and Edward Schonberg as lead plaintiffs and appointing the law firm of Lerach Coughlin Stoia Geller Rudman & Robbins LLP as lead counsel. On November 1, 2005, the plaintiffs filed a Consolidated Amended Class Action Complaint. On April 24, 2006, the defendants responded by filing motions to dismiss the dismiss plaintiffs' Consolidated Amended Complaint.
Several purported shareholder class action lawsuits have been filed against Lazard, Goldman Sachs & Co (“Goldman”) (the lead underwriter of the IPO), and certain of the Company’s officers and directors alleging the defendants violated the Securities Act of 1933 and the Securities Exchange Act of 1934 by issuing a materially false and misleading Registration and Prospectus in connection with the Company’s IPO, which was priced at $25 per share, and continuing to conceal material facts about the true value of the Company’s stock price after the stock began to trade on the open market.
Specifically, the complaint alleges that the Registration Statement/Prospectus failed to disclose, among other things, that: (a) the basis for the $25 price for shares sold in the IPO was to enable defendant, the Company’s Chief Executive Officer, to raise sufficient funds to gain control of the Company from Michel David Weill (“David Weill”), a cousin of the Company’s founders; (ii) that prior to the IPO, market demand had indicated that the proper price for the IPO was only $22 per share; (iii) that to “create a market” and thereby manufacture an appearance that Lazard’s IPO was fairly and properly priced, Goldman arranged to sell millions of shares to hedge funds with side agreements that they could immediately “flip the shares” and that Goldman would immediately buy them back; (iv) that the Prospectus had failed to adequately and fully comply with S-K Item 505 which requires a prospectus to describe “the various factors considered in determining the offering price” when common shares without an established public trading market are being registered; and (v) that, in violation of Securities and Exchange Commission regulations, the Registration Statement/Prospectus failed to disclose that the Company’s deputy Chairman in Europe and a major rainmaker of new business for the Company, who had only supported the IPO because of a promise (which was later reneged on) that he would be appointed as head of Lazard’s European operations, was likely to leave Lazard and/or cause turmoil within the organization as he opposed the IPO and opposed the Company’s CEO’s purchase of David Weill’s shares.
The complaint further alleges that on or around May 12, 2005, only days after the IPO, and right after Goldman stopped buying back the Company’s shares, the price of the Company’s shares plunged from $25 per share to less than $21 per share.