The original complaint charges Toll Brothers and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Toll Brothers is a home builder which specializes in building large, expensive homes.
Specifically, the complaint alleges that defendants made a series of false and misleading statements indicating that Toll Brothers’ business model, which was based on developing expensive homes for a niche market of high-end buyers, was unique and thus immune from the adverse impact of rising interest rates and other negative macro-economic factors that appeared to be negatively impacting the home-building industry during 2004 and 2005. As the truth was revealed to investors, including the deteriorating state of demand for Toll Brothers’ homes, its constrained and shrinking number of active selling communities, the insufficient inventory of lots for Toll Brothers to achieve 20% net income growth in 2006 and 2007, and the actual adverse impact of rising interest rates and negative macro-economic trends on traffic to Toll Brothers communities and demand for its homes and thus its future prospects, Toll Brothers stock plummeted, falling from its $58.25 per share Class Period high in July 2005 to as low as $33.72 per share on November 9, 2005, a 42% drop.
On June 29, 2007, the Court entered the Order granting the City of Hialeah Employees' Retirement System and Laborers Pension Trust Funds for Northern California are appointed lead plaintiff and the court approves of lead plaintiffs’ selection of Lerach Coughlin and Berger & Montague as co-lead counsel.
Plaintiffs filed their Consolidated Complaint on August 13, 2007 and defendants replied with a currently pending Motion to Dismiss on October 1, 2007.
According to a press release dated September 3, 2008, Judge James T. Giles of the U.S. District Court for the Eastern District of Pennsylvania denied the defendants' motion to dismiss, ruling that the plaintiffs — The City of Hialeah Employees' Retirement System and Laborers Pension Trust Funds for Northern California — met the pleading requirements of the Private Securities Litigation Reform Act of 1995. The defendants made misleading statements between December 2004 and November 2005 regarding the current and future conditions of Toll Brothers and failed to disclose adverse developments that were negatively impacting the business, the plaintiffs said in the 2007 complaint. Some of the defendants are also guilty of insider trading, according to the plaintiffs. Judge Giles flatly rejected the defendant's argument that the plaintiffs did not “plead with particularity” facts indicating material misrepresentations and facts evidencing scienter.
On October 29, 2008, the defendants filed a Motion for Judgment on the Pleadings or, in the Alternative, for Reconsideration or Certification of Interlocutory Appeal Under 28 U.S.C. 1292(b). On February 26, 2009, Judge C. Darnell Jones, II, granted the the defendants’ motion to stay discovery and defendants’ motion for judgment on the pleadings.
On September 21, 2009, the Honorable C. Darnell Jones, II, denied in part and granted in part the defendants' Motion For Judgment on the Pleadings or, in the Alternative, for Reconsideration or Certification of Interlocutory Appeal. Discovery remains stayed pending the outcome of the interlocutory appeal before the U.S. Court of Appeals for the Third Circuit. The clerk shall place this matter in suspense pending the outcome of the interlocutory appeal before the U.S. Court of Appeals for the Third Circuit. On January 21, 2010, the matter is removed from suspense.
On May 14, 2010, the plaintiffs filed a motion to certify the class. On October 5, 2010, the plaintiffs filed a motion to dismiss an individual defendant. The motion was granted on the next day.
On October 28, 2010, a Stipulation of Settlement was filed, and the plaintiffs filed a motion for preliminary approval of the proposed settlement in the amount of $25 million in cash. The settlement was preliminarily approved on November 3, 2010. On March 4, 2011, the Honorable C. Darnell Jones, II, signed the orders approving the settlement, the plan of allocation, and motion for attorneys' fees and expenses. The action is now dismissed with prejudice.