ProQuest Company is an American company that publishes content such as research, microform information, dissertations, newspapers and journals.
The original Complaint alleges Defendants violated federal securities laws by issuing a series of materially false statements regarding ProQuest's financial condition. Specifically, Defendants concealed the following facts: (i) the Company lacked requisite internal controls, and, as a result, the Company's projections and reported results were based upon defective assumptions and/or manipulated facts; and (ii) the Company's financial statements were materially misstated due to its failure to properly defer income and royalty payments and its improper capitalization of royalty expenses, thereby overstating its revenue and income from at least 1999 to 2005.
The Complaint further alleges that on or around February 9, 2006, prior to the market opening, ProQuest announced that it had discovered material irregularities in its accounting and would have to restate certain of its previously issued financial statements. As a result of the irregularities, the Company's deferred income and accrued royalty accounts were materially understated in previously issued financial statements and its prepaid royalty account was materially overstated. On this news, ProQuest's stock fell almost 18% from the previous day's close to close at $24.19 per share. During the Class Period, ProQuest traded as high as $37.89 per share on April 12, 2005.
The lawsuit was filed on behalf of all persons who purchased or acquired the common stock of ProQuest Company during the Class Period, and including those who acquired ProQuest through its acquisition of Voyager Expanded Learning.
On May 2, 2006, the Court entered the Stipulation and Order of U.S. District Judge Avern Cohn granting the motion to consolidate the related actions and to appoint lead Plaintiffs and to approve lead Plaintiffs’ choice of co-lead Counsel. On July 17, 2006, the Plaintiffs filed a Consolidated Class Action Complaint. The Defendants responded by filing motions to dismiss the Consolidated Class Action Complaint.
According to an article November 13, 2007, Judge Avern Cohn of the Eastern District of Michigan last week denied ProQuest and its executives' motions to dismiss the case, ruling that the Company's shareholders had provided sufficient evidence to let the case proceed. The suit, which consolidated four shareholder cases, accused the publishing company of failing to have adequate accounting controls which led to earnings restatements and stock price plunges.
Discovery continued over the course of a year until parties filed a Stipulation of Settlement on November 12, 2008. As part of the agreement to drop claims against the Company and its officers, the Defendants will establish a settlement fund of $20 million, to be paid within 10 days of preliminary approval. Plaintiffs' attorneys intend to apply for fees of 30% and reimbursement of expenses of $285,000. According to Voyager Learning Company's Annual Report submitted on September 17, 2008, the settlement will largely be funded by insurers.
The judge granted preliminary approval of the settlement on November 20, 2008. A fairness hearing was set for March 12, 2009 where members of the class will be able to voice their objections to the settlement prior to a final ruling.