The original complaint charges Pall and certain of its officers and directors with violations of the Exchange Act. The Company, together with its subsidiaries, manufactures and markets filtration, purification, and separation products and integrated systems solutions worldwide.
Specifically, the complaint alleges that, during the Class Period, defendants issued materially false and misleading statements that misrepresented and failed to disclose: (i) that Pall was materially overstating its financial results by understating its tax liability for taxes. Pall has publicly reported that it could owe more than $130 million in taxes, exclusive of interest or penalties, and that its financial statements for fiscal years 1999 through 2006 and for each of the fiscal quarters ended October 31, 2006, January 31, 2007, and April 30, 2007 “should no longer be relied upon and that a restatement of some or all of those financial statements will be required”; (ii) that the Company’s reported effective tax rate was materially inaccurate as the Company was materially understating its tax liability as it has now admitted; and (iii) based on the foregoing, the Company’s financial statements were not prepared in accordance with GAAP and were, therefore, materially false and misleading.
The complaint further alleges that on July 19, 2007, after the markets closed, Pall announced that the Audit Committee of its Board of Directors had commenced an inquiry into a possible material understatement of U.S. income tax payments and of its provision for income taxes in certain prior periods beginning with fiscal year ended July 31, 1999. In response to this announcement, the price of Pall common stock declined from $48.78 per share to $41.11 per share, over 15%, on unusually high trading volume. Then, on August 2, 2007, Pall announced that its financial statements for fiscal years 1999 through 2006 and for each of the fiscal quarters ended October 31, 2006, January 31, 2007, and April 30, 2007 “should no longer be relied upon and that a restatement of some or all of those financial statements will be required.” Furthermore, Pall reported that the Company could owe up to $130 million in back taxes not including interest and penalties. Upon this news, shares of the Company’s stock fell $1.21 per share, or 3%, to close at $39.90 per share, on heavy trading volume.
According to the Company’s FORM 10-Q for the quarterly period ended January 31, 2009, four putative class action lawsuits were filed against the Company and certain members of its management team alleging violations of the federal securities laws relating to the Company’s understatement of certain of its U.S. income tax payments and of its provision for income taxes in certain prior periods as described in Note 2, Audit Committee Inquiry and Restatement, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2007 (“2007 Form 10-K”). These lawsuits were filed between August 14, 2007 and October 11, 2007 in the United States District Court for the Eastern District of New York. By Order dated May 28, 2008, the Court consolidated the cases under the caption “In re Pall Corp,” No. 07-CV-3359 (E.D.N.Y.) (JS) (ARL), appointed a lead plaintiff and ordered that the lead plaintiff file a consolidated amended complaint. The lead plaintiff filed its consolidated amended complaint on August 4, 2008. The lead plaintiff seeks to act as representative for a class consisting of purchasers of the Company’s stock between April 20, 2007 and August 2, 2007, inclusive. The consolidated amended complaint names the Company and its current chief executive officer and chief financial officer as defendants and alleges violations of Section 10(b) and 20(a) of the Exchange Act, as amended, and Rule 10b-5 promulgated by the Securities and Exchange Commission (“SEC”). It alleges that the defendants violated these provisions of the federal securities laws by issuing materially false and misleading public statements about the Company’s financial results and financial statements, including the Company’s income tax liability, effective tax rate, internal controls and accounting practices. The plaintiffs seek unspecified compensatory damages, costs and expenses. The Company moved to dismiss the consolidated amended complaint on September 19, 2008 and filed its reply brief to the lead plaintiff’s opposition to the Company’s motion to dismiss on December 2, 2008. The motion is now fully briefed and before the court.
On September 21, 2009, Judge Joanna Seybert denied the defendants’ motion to dismiss. After the discovery period, on December 2, 2011, the plaintiffs filed a notice to certify the class.
On August 20, 2012, the Court issued an Order Preliminarily Approving Settlement and Providing for Notice.
On June 27, 2013, the Court issued an Order approving the Plan of Distribution of Settlement Proceeds. On the same date, the Court issued a Final Judgment and ordered this case dismissed with prejudice.