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Inc., Et Al. 11-CV-02732-Consolidated Amended Class Action

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Inc., Et Al. 11-CV-02732-Consolidated Amended Class Action Case3:11-cv-02732-CRB Document68 Filed12/15/11 Page1 of 65 1 ROBBINS GELLER RUDMAN & DOWD LLP 2 CHRISTOPHER P. SEEFER (201197) Post Montgomery Center 3 One Montgomery Street, Suite 1800 San Francisco, CA 94104 4 Telephone: 415/288-4545 415/288-4534 (fax) 5 [email protected] 6 Lead Counsel for Plaintiffs 7 UNITED STATES DISTRICT COURT 8 NORTHERN DISTRICT OF CALIFORNIA 9 In re YAHOO! INC. SECURITIES ) Master File No. 3:11-cv-02732-CRB LITIGATION ) 10 ) CLASS ACTION ) 11 This Document Relates To: ) CONSOLIDATED AMENDED ) COMPLAINT FOR VIOLATIONS OF THE 12 ALL ACTIONS. ) FEDERAL SECURITIES LAWS 13 VINCE BONATO, Individually and on Behalf ) 14 of All Others Similarly Situated, ) ) 15 Plaintiff, ) 16 vs. 17 YAHOO! INC., CAROL A. BARTZ, JERRY YANG and TIMOTHY R. MORSE, 18 Defendants. 19 DEMAND FOR JURY TRIAL 20 21 22 23 24 25 26 27 28 670999_1 Case3:11-cv-02732-CRB Document68 Filed12/15/11 Page2 of 65 1 TABLE OF CONTENTS 2 Page 3 I. INTRODUCTION ...............................................................................................................1 4 II. JURISDICTION AND VENUE..........................................................................................9 5 III. THE PARTIES...................................................................................................................10 6 IV. SUBSTANTIVE ALLEGATIONS ...................................................................................11 7 A. Yahoo Purchased 46% of the Alibaba Group in 2005 and Repeatedly 8 Trumpeted the Importance of the Investment to Yahoo and that Management Closely Monitored the Investment and Chinese Regulations 9 that Could Impact the Investment..........................................................................11 10 B. On August 6, 2010, the Alibaba Group Transfers 100% of Alipay’s Shares to Zhejiang Alibaba E-commerce Company, a Chinese Company Majority 11 Owned by Ma, so Alipay Can Receive a License from the People’s Bank of China; and on January 27, 2011, Ma Terminates the VIE Arrangement 12 Between the Alibaba Group and Zhejiang.............................................................23 13 C. August 9, 2010: Defendants Make Materially False and Misleading Statements About Yahoo’s Investment in the Alibaba Group by Failing to 14 Disclose that 100% of Alipay’s Shares Had Been Transferred to Zhejiang..........34 15 D. October 19-20, 2010 and November 8, 2010: Defendants Make Materially False and Misleading Statements about Yahoo’s Investment in the Alibaba 16 Group by Failing to Disclose that 100% of Alipay’s Shares Had Been Transferredto Zhejiang..........................................................................................36 17 E. January 25, 2011 and February 28, 2011: Defendants Make Materially 18 False and Misleading Statements about Yahoo’s Investment in the Alibaba Group by Failing to Disclose that 100% of Alipay’s Shares Had Been 19 Transferred to Zhejiang and that the VIE Arrangement Had Been Terminated.............................................................................................................39 20 F. February 16, 2011: At the Goldman Sachs Technology & Internet 21 Conference, Morse Makes Misleading Statements About the Company’s Investment in Alibaba by Failing to Disclose that 100% of Alipay’s Shares 22 Had Been Transferred to Zhejiang and that the VIE Arrangement Had BeenTerminated....................................................................................................41 23 G. April 19, 2011: Defendants Knowingly Make Materially False and 24 Misleading Statements about Yahoo’s 1Q11 Financial Results and the Company’s Investment in the Alibaba Group by Concealing that 100% of 25 Alipay’s Shares Had Been Transferred to Zhejiang and that the VIE Arrangement Had Been Terminated......................................................................42 26 H. May 10, 2011: Defendants Reveal in Yahoo’s 1Q11 Form 10-Q that 27 Alipay’s Shares Had Been Transferred to Another Company but Continue to Mislead by Failing to Disclose the Termination of the VIE and Other 28 Facts.......................................................................................................................43 670999_1 CONSOLIDATED AMENDED COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES - i - LAWS - 3:11-cv-02732-CRB Case3:11-cv-02732-CRB Document68 Filed12/15/11 Page3 of 65 1 2 Page 3 I. May 25, 2011-July 19, 2011: Defendants Refuse to Address Statements by theAlibaba Group and Ma.....................................................................................44 4 J. July 29, 2011-November 2011: Yahoo Announces a Resolution to the 5 Alipay Debacle, Bartz Is Fired and Shareholders Call for the Ouster of AdditionalDirectors...............................................................................................48 6 V. LOSS CAUSATION..........................................................................................................51 7 VI. CLASS ACTION ALLEGATIONS ..................................................................................54 8 VII. PRAYER FOR RELIEF ....................................................................................................60 9 VIII. JURY DEMAND...............................................................................................................60 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 670999_1 CONSOLIDATED AMENDED COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES - ii - LAWS - 3:11-cv-02732-CRB Case3:11-cv-02732-CRB Document68 Filed12/15/11 Page4 of 65 1 I. INTRODUCTION 2 1. This is a securities class action on behalf of all persons who purchased or otherwise 3 1 acquired the common stock of Yahoo! Inc. (“Yahoo” or the “Company”) between April 19, 2011 4 1 and July 29, 2011, inclusive (the “Class Period”), against Yahoo, Jerry Yang (“Yang”), Yahoo’s co- 5 founder, “Chief Yahoo” and director; Carol A. Bartz (“Bartz”), the Company’s former Chief 6 Executive Officer (“CEO”), President and director; and Timothy R. Morse (“Morse”), Yahoo’s 7 interim CEO and Chief Financial Officer (“CFO”). Plaintiffs allege that defendants violated the 8 Securities Exchange Act of 1934 (the “1934 Act”) by making materially false and misleading 9 statements about the Company’s investment in Alibaba Group Holdings Limited (“Alibaba” or 10 “Alibaba Group”). 11 2. Prior to and during the Class Period, defendants reported the value of the Alibaba 12 I Group investment and represented that it was an “important” and “great” investment that would 13 “grow in value and continue to greatly benefit [Yahoo’s] investors over time.” They assured 14 investors that Yahoo was “always evaluating” the Alibaba investment through Yang’s position on 15 the Alibaba board and Yahoo’s “team of very strong financial experts.” They also emphasized the 16 importance of the investment by stating in every Form 10-Q and 10-K that Yahoo filed with the U.S. 17 Securities and Exchange Commission (“SEC”) that the Company’s stock price could fluctuate if 18 there were variations in the operating performance of the Alibaba Group. 19 3. All of these statements – and additional statements – were materially false and 20 1 misleading because defendants failed to disclose that: (1) on August 6, 2010, 100% of the shares of 21 Alipay, a subsidiary of the Alibaba Group, had been transferred to Zhejiang Alibaba E-commerce 22 Company Ltd. (“Zhejiang”), a Chinese company majority owned by Jack Ma (“Ma”), the CEO of 23 the Alibaba Group; (2) the consideration received by the Alibaba Group for the share transfer was 24 approximately $46 million, billions of dollars less than the estimated value of Alipay; and (3) the 25 variable interest entity (“VIE”) arrangement between the Alibaba Group and Zhejiang – that allowed 26 the Alibaba Group to consolidate Alipay after the August 2010 share transfer – was terminated on 27 28 670999_1 CONSOLIDATED AMENDED COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS - 3:11-cv-02732-CRB - 1 - Case3:11-cv-02732-CRB Document68 Filed12/15/11 Page5 of 65 1 I January 27, 2011. 1 As a result of defendants’ false statements and omissions, Yahoo’s stock traded 2 1 at artificially inflated prices during the Class Period, reaching a high of $18.65 per share on May 6, 3 2011. 4 4. In October 2005, Yahoo acquired 46% of the Alibaba Group, China’s largest 5 e-commerce company, for $1 billion and the contribution of the Company’s China-based businesses. 6 1 SoftBank Corporation (“SoftBank”) owned 30% of the Alibaba Group, and Jack Ma owned 25%. 7 Ma was also the CEO of the Alibaba Group and a member of the board of directors. Yang and 8 Masayoshi Son (“Son”), the CEO of Softbank, were also members of the Alibaba Group board of 9 directors. 10 5. The Alibaba Group owned 70% of Alibaba.com after that company completed its 11 1 initial public offering in November 2007 and 100% of Taobao and Alipay. Taobao was the Chinese 12 equivalent of eBay and Alipay the Chinese equivalent of PayPal. Yahoo reported its investment in 13 the Alibaba Group at cost in “investments in equity interests,” and the reported amount of the 14 investment was approximately $2.3 billion during the Class Period. 15 6. Defendants represented, and analysts and investors agreed, that the value of Yahoo’s 16 1 investment in the Alibaba Group was substantially higher than reported. The value of Yahoo’s stake 17 in Alibaba.com alone from January 2010 through June 2011 ranged between $2.3 billion and $3.0 18 billion based on the trading price of Alibaba.com ’s stock.
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