The original class action lawsuit was filed on behalf of all persons who purchased the debt securities (defined below) of Fairfax Financial Holdings, Ltd., against defendants Fairfax and certain of its officers and directors, alleging violations under the Securities Exchange Act of 1934, 15 U.S.C. sections 78j(b) and 78t(a) and Rule 10b-5, promulgated thereunder, 17 C.F.R. sections 240.10b-5. Specifically, the Complaint alleges that statements in the Prospectus omitted material information including, inter alia, (1) failure to detail the Company's increasing liquidity problems; (2) failure to detail second quarter 2004 transactions between Odyssey and Fairfax and to explain that the arrangements were structured to avoid a liquidity squeeze at Fairfax that would have occurred during the quarter; (3) failure to detail Fairfax's exposure stemming from the need to collateralize run-off business; (4) failure to detail the Company's reserves and whether they were adequate to address the Company's growing run-off operations; (5) failure to detail the Company's growing exposure to finite reinsurance agreements within the overall organization; and (6) failure to detail Fairfax's highly leveraged balance sheet and further omissions concerning the Company's equity position. The claims brought with respect to the Prospectus seek to pursue remedies under the Securities Act of 1933 (the "Securities Act") 15 U.S.C. sections 77k and 77l.
The debt securities at issue in this Complaint are:
7.75% notes maturing 04/26/12 ("7.75% Notes");
8.25% notes maturing 10/01/15;
6.875% notes maturing 4/15/08;
8.3% notes maturing 4/15/26; and
7.375% notes maturing 4/15/18.
The Complaint also alleges claims on behalf of a sub-class of Class members who also suffered damages upon purchasing the 7.75% Notes pursuant to or traceable to the Company's August 24, 2004 prospectus ("Prospectus") filed by Fairfax with the SEC on August 25, 2004 to effectuate a $95 million aggregate principal amount debt flotation (the "Sub-Class").
On August 28, 2006 the judge ordered all related cases to be consolidated, appointed lead plaintiffs and approved selection of lead counsel. Plaintiffs filed their Consolidated Amended Complaint on February 8, 2007. Defendants have filed motions to dismiss the Consolidated Amended Complaint on June 28, 2007 and July 25, 2007.
On November 2, 2009, an order was granted by the judge withdrawing CI Canadian Small/Mid Cap Fund; CI Canadian Asset Allocation Fund; CI Canadian Investment Fund; CI Canadian Investment Corporate Class; Synergy Canadian Style Management Corporate Class; Synergy Tactical Asset Allocation Fund; Skylon High Yield Trust; High Yield & Mortgage Plus Fund; DDJ High Yield Fund; and DDJ U.S. High Yield Trust (collectively, the "CI Funds" or "Lead Plaintiff"), as Lead Plaintiffs.
On March 29, 2010, Judge George B. Daniels granted the defendants’ motions to dismiss for lack of subject matter jurisdiction. Judgment was entered the next day.
On April 27, 2010, the plaintiffs filed a motion for reconsideration of the judgment, which was denied on June 8, 2010.
On July 9, 2010, the plaintiffs filed a notice of appeal from the March 29th and June 8th orders dismissing the case.
On July 29, 2010, an Order relating to Non-party Plumbers, Pipefitters & MES Local Union No. 392 Pension Fund's motion to intervene was denied.
According to the Mandate from the Second Circuit Court of Appeals entered on June 14, 2011, the appeal was dismissed.