On June 2, 2008, Wolf Haldenstein Adler Freeman & Herz LLP filed a class action lawsuit in the United States District Court, Southern District of New York, on behalf of all current and former employees of The Bear Stearns Companies, Inc. (“Bear Stearns” or the “Company”) [NYSE:BSC] whose compensation, in part, was in the form of restricted stock units (“Restricted Stock Units”) and/or capital accumulation plan units (“CAP Units”), issued to the current and former Bear Stearns employees pursuant to the Company’s Restricted Stock Unit Plan (the “RSU Plan”) and Capital Accumulation Plan (the “CAP Plan”), and whose rights to either Restricted Stock Units and/or CAP Units were vested, thus providing them a present entitlement to be paid and/or credited an equivalent number of shares of Bear Stearns common stock (“Bear Stearns Stock” or “Company Stock”) upon settlement at the end of a deferral period between December 14, 2006 and March 14, 2008, inclusive (the “Class Period”), against the Company and certain officers and directors, alleging fraud pursuant to pursuant to Sections 10(b) and 20(a) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78t(a)] and Rule 10b-5 promulgated thereunder by the SEC [17 C.F.R. § 240.10b-5] (the “Class”).
The case name is styled Bransbourg v. The Bear Stearns Companies, Inc., et al. A copy of the complaint filed in this action is available from the Court, or can be viewed on the Wolf Haldenstein Adler Freeman & Herz LLP website at www.whafh.com.
Bear Stearns proudly promoted a culture of circled wagons –“an us against them camaraderie ingrained in the belief that Bear Stearns’ employees success was not based on their birthright or pedigree, but a superior work ethic.” As part of the effort to unify the employees and mold a particular culture, the Company paid a significant portion of its employees’ compensation in Company Stock. Some estimates indicate that nearly one-third of the firm is employee owned (as of March 17, 2008). These same employees suffered at least a $5 billion loss over the last year as the Company’s stock plunged and then was acquired by JP Morgan Chase & Co. [NYSE:JPM] at the rock bottom price of $10 per share.
The Complaint alleges that throughout the Class Period, defendants issued numerous positive, but false or misleading press releases, statements and financial reports filed with the SEC that purported to describe Bear Stearns’ financial performance and results. These statements were materially false and misleading and, as a result, Bear Stearns stock traded at artificially inflated prices during the Class Period, reaching a high of $171.51 per share in January 2007.
Beginning in late June 2007, however, Bear Stearns’ efforts to deceive the investing public began to unravel. In late June, the Wall Street Journal reported that the SEC commenced an inquiry into a Bear Stearns operated hedge fund that invested in credit instruments. That fund, as well as another, ultimately filed for bankruptcy protection.
Bear Stearns nonetheless continued to misrepresent and downplay the seriousness of its problems. On August 3, 2007, the Company issued a press release that tried to put a positive spin on Standard & Poor’s decision to change the Company’s outlook premised upon concerns with the Company’s “BSAM” hedge funds.
On August 5, 2007, the Company announced a management shake-up that included the ouster of defendant Warren Spector.
On January 4, 2008, Reuters reported that the U.S. Attorney’s Office for the Eastern District of New York was interviewing investors in the two failed Bear Stearns’ hedge funds.
On March 10, 2008, information began to leak into the market about Bear Stearns’ liquidity problems, causing Bear Stearns Stock to drop $7.98, to close at $62.30 per share. On the same day, MarketWatch reported on how Bear Stearns’ executives began to “spin” the Company’s crisis into a non-event that they could control absent extraordinary measures. Despite defendant Alan Greenberg’s efforts, the article went on to discuss how ratings agencies were viewing the situation and how the Company’s liquidity position was under pressure.
On March 12, 2008, Bear Stearns’ President Alan Schwartz, also a defendant in this action, reaffirmed Bear Stearns’ financial position and liquidity by stating that Bear Stearns has more than $17 billion in excess cash on its balance sheet. He also affirmed Bear Stearns’ book value of $80 per share and further indicated that analysts’ estimates of substantial profits for the most recently ended quarter were accurate.
On March 13, 2008, however, after the market closed news broke that Bear Stearns was forced to seek emergency financing from the Federal Reserve and J.P. Morgan Chase.
On Sunday, March 16, 2008, J.P. Morgan announced that it reached an agreement to purchase Bear Stearns for $2 per share, or about $236 million.
If you received Bear Stearns Restricted Stock Units or CAP Units during the Class Period, you may request that the Court appoint you as lead plaintiff before August 19, 2008. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may together serve as “lead plaintiff.” Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. You may retain Wolf Haldenstein, or other counsel of your choice, to serve as your counsel in this action.
Wolf Haldenstein has extensive experience in the prosecution of securities class actions and derivative litigation in state and federal trial and appellate courts across the country. The firm has approximately 70 attorneys in various practice areas; and offices in Chicago, New York City, San Diego, and West Palm Beach. The reputation and expertise of this firm in shareholder and other class litigation has been repeatedly recognized by the courts, which have appointed it to major positions in complex securities multi-district and consolidated litigation.
If you wish to discuss this action or have any questions, please contact Wolf Haldenstein Adler Freeman & Herz LLP at 270 Madison Avenue, New York, New York 10016, by telephone at (800) 575-0735 (Daniel W. Krasner, Esq., Gregory M. Nespole, Esq., Malcolm T. Brown, Esq. or Derek Behnke), via e-mail at firstname.lastname@example.org or visit our website at www.whafh.com. All e-mail correspondence should make reference to Bear Stearns.