The complaint charges MF Global and certain of its officers and directors with violations of the Securities Exchange Act of 1934. MF Global is a broker of exchange-listed futures and options.
The complaint alleges that during the Class Period, defendants issued materially false and misleading statements regarding the Company's capital and financial results and concealed the material deterioration in the Company's business and the insufficiency of its capital, which would necessitate additional offerings of securities
and dilution of the ownership interest of MF Global investors. As a result of defendants' false statements, MF Global stock traded at artificially inflated prices during the Class Period, reaching a high of $14.98 per share in May 2008.
On June 17, 2008, MF Global issued a press release announcing its intention to sell approximately $300 million in convertible stock and bonds to repay a bridge loan due in December and updating its current fiscal first quarter 2009 earnings estimates. The expected revenues were well below the levels MF Global's management had led the market to expect just weeks earlier. As a result of this news, MF Global's
stock dropped to close at $7.83 per share on June 18, 2008, a decline of 43% from June 17, 2008.
On June 19, 2008, The Wall Street Journal published an article regarding the Company's planned $300 million offering and its other recent problems, including a probe by the Commodity Futures Trading Commission alleging one of the Company's brokers colluded with a trader at the Bank of Montreal to set natural-gas prices and
speculation about its liquidity position and the desertion of clients. On this news, MF Global's stock dropped to $6.86 per share on June 20, 2008, a decline of 55% from the Class Period high of $14.98 per share in May 2008.
According to the complaint, the true facts, which were known by the defendants but concealed from the investing public during the Class Period, were as follows: (a) MF Global's business was materially weaker than represented and the Company would not be able to achieve the 15%-20% revenue growth projected for fiscal 2009; and (b) MF Global's capital would not be sufficient absent additional infusions which would dilute the ownership of current shareholders.
On December 30, 2008, Judge Jed S. Rakoff granted the defendants’ motion to dismiss the complaint. On April 8, 2009, Judge Rakoff reaffirms its prior order and the case was dismissed with prejudice.