The original Complaint alleges that Defendants Centerline and certain of its officers and directors issued a series of materially false and misleading statements about Centerline's business model and financial condition, including statements concerning its portfolio of tax-exempt first mortgage bonds, which generated the majority of the Company's revenues and supported the Company's $1.68 per share annual dividend. Defendants' statements concealed from the investing public that Defendants were in the midst of structuring a sale of the Company's mortgage revenue bond portfolio to a third party. On December 28, 2007, Centerline shocked the financial markets with a press release announcing that the Company had sold its "$2.8 billion tax-exempt affordable housing bond portfolio" to a third party and, in the process, transformed the Company's business model to a pure asset management firm. As a result of this transaction, the Company disclosed that it would be slashing its annual dividend from $1.68 per share to only $0.60 per share. Even more shocking was the revelation that Defendants had entered into a related party transaction with a company owned by certain of the Defendants called The Related Companies, L.P. ("TRCLP"), whereby TRCLP agreed to provide Centerline $131 million in financing, in exchange for 12.2 million shares of newly-issued convertible preferred stock that will pay Company insiders an 11% dividend. In reaction to this news, the price of Centerline stock plummeted from $10.27 per share on December 27, 2007, to close at $7.70 per share on December 28, 2007, representing a 25% single-day decline, on unusually heavy trading volume of 4,152,688 shares.
On May 5, 2008, the Centerline Investor Group was appointed lead plaintiff and Berger & Montague P.C. and Labaton Sucharow LLP were appointed co-lead counsel. On July 7, 2008, the lead plaintiffs filed a Consolidated Class Action Complaint. The defendants responded by filing a motion to dismiss the Consolidated Class Action Complaint on August 21, 2008. On January 12, 2009, District Court Judge Shira A. Scheindlin issued the Opinion and Order granting the defendants' motion to dismiss the Consolidated Class Action Complaint in full. The lead plaintiffs had thirty days to file an Amended Complaint.
On March 13, 2009, the lead plaintiff filed an Amended Consolidated Class Action Complaint. On April 30, 2009, the defendants responded by filing a motion to dismiss the Consolidated Amended Class Action Complaint. On August 4, 2009, Judge Shira A. Scheindlin signed the Opinion and Order #97840, granting the defendants’ motion to dismiss. Further, according to the Order, because Lead Plaintiff has already been given the opportunity to remedy the deficiencies in the Complaint, leave to re-plead is denied. On August 7, 2009, judgment was entered and the case closed. On September 2, 2009, the plaintiffs filed a Notice of Appeal in the Second Circuit Court of Appeals.
According to an article dated June 11, 2010, in a brief, five-page summary opinion issued on June 9, 2010, the Second Circuit affirmed the lower court’s dismissal of the subprime-related securities class action lawsuit that had been filed against Centerline Holding Company and certain of its directors and officers.