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Case 1:09-Cv-01951-RJH Document 92 Filed 06/30/10 Page 1 of 89 Case 1:09-cv-01951-RJH Document 92 Filed 06/30/10 Page 1 of 89 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK : : : : : Civ. No. 09-CIV-1951 (RJH) In re General Electric Co. Sec. Litig. : : ECF CASE : : : MEMORANDUM OF LAW IN SUPPORT OF DEFENDANTS GENERAL ELECTRIC COMPANY, IMMELT, SHERIN, NEAL, BORNSTEIN, CARY, AND THE DIRECTOR DEFENDANTS’ MOTION TO DISMISS THE SECOND CONSOLIDATED CLASS ACTION COMPLAINT WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 Attorneys for General Electric Company, Jeffrey Immelt, Keith Sherin, Michael Neal, Jeffrey S. Bornstein, William H. Cary, and the Director Defendants June 30, 2010 US_ACTIVE:\43437137\01\47890.0203 Case 1:09-cv-01951-RJH Document 92 Filed 06/30/10 Page 2 of 89 TABLE OF CONTENTS Page PRELIMINARY STATEMENT ................................................................................................... 1 STATEMENT OF FACTS ............................................................................................................ 8 A. GE.......................................................................................................................... 9 B. The Global Economic Crisis of 2007-2009......................................................... 10 C. The October Offering........................................................................................... 11 D. The Volatile Third and Fourth Quarters of 2008................................................. 14 E. The Economic Crisis Worsens in the First Quarter of 2009................................ 17 F. GE Responds to an Increasingly Difficult Economic Environment with Further Disclosures .............................................................................................. 18 G. GE is Affected by Further Economic and Market Deterioration in the First Quarter of 2009.................................................................................................... 20 H. Mr. Paulson and Mr. Immelt Allegedly Discuss GE’s Commercial Paper Program in September and October 2008............................................................ 21 ARGUMENT............................................................................................................................... 22 I. PLAINTIFF FAILS TO STATE A CLAIM UNDER SECTION 10(b) AND RULE 10b-5..................................................................................................................... 23 A. Plaintiff Fails to Allege Any Facts Giving Rise to a Strong Inference of Scienter ................................................................................................................ 23 1. Motive and Opportunity........................................................................... 24 2. Conscious Misbehavior and Recklessness............................................... 25 3. Plaintiff’s Allegations Regarding Confidential Witnesses Are Insufficient to Support a Strong Inference of Scienter ............................ 37 4. Competing Inferences Under Tellabs ...................................................... 41 B. Plaintiff Fails to Plead Particularized Facts Demonstrating the Falsity of the Exchange Act Defendants’ Statements as Required by Rule 9(b) and the PSLRA ........................................................................................................... 42 1. Statements Concerning the AAA Rating................................................. 43 2. Statements Concerning the Dividend....................................................... 46 3. Statements Concerning Earnings and Loan Loss Reserves ..................... 49 4. Statements Concerning GECC’s Exposure to Sub-Prime and Below-Investment-Grade Debt ................................................................ 52 5. Statements concerning GECC’s CP program .......................................... 55 i Case 1:09-cv-01951-RJH Document 92 Filed 06/30/10 Page 3 of 89 TABLE OF CONTENTS (continued) Page 6. Statements Concerning the October Offering.......................................... 57 7. Statements by Messrs. Neal, Bornstein, and Cary................................... 59 C. Plaintiff Fails to Plead Loss Causation................................................................ 61 II. PLAINTIFF FAILS TO STATE A CLAIM BASED ON ALLEGED GAAP VIOLATIONS ................................................................................................................. 65 A. Adequacy of Loan Loss Reserves........................................................................ 66 1. Plaintiff Misapplies GAAP...................................................................... 66 2. Plaintiff Fails to Plead Particularized Facts to Support Its Allegation That GE Did Not Record Adequate Loan Loss Reserves and Impairments....................................................................................... 68 B. Reclassification of Assets.................................................................................... 70 C. Failure to Disclose the “Concentrations of Credit Risk” (or “Risk Profile”) Within GECC’s Loan Portfolio ........................................................................... 71 III. PLAINTIFF FAILS TO STATE A CLAIM UNDER SECTION 20(a) OF THE EXCHANGE ACT........................................................................................................... 72 IV. PLAINTIFF FAILS TO STATE A CLAIM UNDER SECTIONS 11 AND 12(a)(2) OF THE 1933 ACT............................................................................................ 72 A. Plaintiff’s Sections 11 And 12(a)(2) Claims Sound In Fraud.............................. 72 B. With Respect To Its 1933 Act Claims, Plaintiff Fails To Satisfy Rule 9(b)........ 74 C. The Challenged Statements Are Protected under the PSLRA Safe Harbor and the Bespeaks Caution Doctrine ..................................................................... 76 V. PLAINTIFF FAILS TO STATE A CLAIM UNDER SECTION 15 OF THE 1933 ACT.................................................................................................................................. 77 CONCLUSION............................................................................................................................ 77 ii Case 1:09-cv-01951-RJH Document 92 Filed 06/30/10 Page 4 of 89 TABLE OF AUTHORITIES CASES In re AOL Time Warner, Inc. Sec. Litig. , 503 F. Supp. 2d 666 (S.D.N.Y. 2007)......................................................................................72 Acito v. IMCERA Group, Inc. , 47 F.3d 47 (2d Cir. 1995).........................................................................................................54 In re Alcatel Sec. Litig. , 382 F. Supp. 2d 513 (S.D.N.Y. 2005)......................................................................................43 In re Am. Express Co. Sec. Litig. , 2008 WL 4501928 (S.D.N.Y. Sept. 26, 2008), aff’d sub nom. , Slayton v. American Exp. Co. , 604 F.3d 758 (2d Cir. 2010) ..................................................40 Ashcroft v. Iqbal , 129 S. Ct. 1937 (2009).......................................................................................................22, 23 In re Axis Capital Holdings Ltd. Sec. Litig. , 456 F. Supp. 2d 576 (S.D.N.Y. 2006)................................................................................53, 73 Bell Atl. Corp. v. Twombly , 550 U.S. 544 (2007)...........................................................................................................22, 23 Bond Opportunity Fund v. Unilab Corp. , 2003 WL 21058251 (S.D.N.Y. May 9, 2003) .........................................................................52 Caiafa v. Sea Containers Ltd. , 525 F. Supp. 2d 398 (S.D.N.Y. 2007), aff'd , 331 F. App'x 14 (2d Cir. 2009)....................................................................................55, 65, 69 Caiafa v. Sea Containers Ltd. , 331 F. App'x 14 (2d Cir. 2009)..........................................................................................73, 74 CalPERS v. Chubb Corp. , 394 F.3d 126 (3d Cir. 2004)...............................................................................................38, 65 Campo v. Sears Holdings Corp. , 2010 WL 1292329 (2d Cir. April 6, 2010) ........................................................................37, 39 Chill v. Gen. Elec. Co. , 101 F.3d 263 (2d Cir. 1996).....................................................................................................25 US_ACTIVE:\43437053\01\47890.0203 Case 1:09-cv-01951-RJH Document 92 Filed 06/30/10 Page 5 of 89 In re Citigroup Inc. S'holder Derivative Litig. , 2009 WL 2610746 (S.D.N.Y. Aug. 25, 2009).........................................................................43 City of Brockton Ret. Sys. v. Shaw Group, Inc. , 540 F. Supp. 2d 464 (S.D.N.Y. 2008)......................................................................................40 City of Omaha Civilian Employees' Ret. Sys. v. CBS Corp. , 2010 WL 1029290 (S.D.N.Y. Mar. 16, 2010) .........................................................................51 Coronel v. Quanta Capital Holdings, Ltd. , 2009 WL 174656 (S.D.N.Y. Jan. 26, 2009) ..........................................................49, 69, 70, 74 In re Countrywide Fin. Corp. Deriv. Litig. , 554 F. Supp. 2d 1044 (C.D. Cal. 2008) ...................................................................................67 In re DRDGOLD Ltd. Sec. Litig. , 472 F. Supp. 2d 562 (S.D.N.Y. 2007)................................................................................60,
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