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Kyung Cho, Et Al. V. UCBH Holdings, Inc., Et Al. 09-CV-04208

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Kyung Cho, Et Al. V. UCBH Holdings, Inc., Et Al. 09-CV-04208 Case3:09-cv-04208-JSW Document217 Filed01/09/12 Page1 of 81 1 Laurence M. Rosen, Esq. (CSB# 219683) THE ROSEN LAW FIRM, P.A. 2 355 South Grand Avenue, Suite 2450 Los Angeles, CA 90071 3 Tel: (213) 785-2610 Fax: (213) 226-4684 4 Email: [email protected] 5 -and- 6 Phillip Kim, Esq. (pro hac vice) THE ROSEN LAW FIRM, P.A. 7 275 Madison Avenue, 34th Floor New York, New York 10016 8 Telephone: (212) 686-1060 Facsimile: (212) 202-3827 9 Email: [email protected] 10 Lead Counsel for Plaintiffs and Class 11 IN THE UNITED STATES DISTRICT COURT 12 NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION 13 14 Case No.: CV-09-4208-JSW KYUNG CHO; REX DECHAKUL; AND CV-09-4429-JSW 15 CV-09-4449-JSW DAVID HWANG, INDIVIDUALLY AND CV-09-4513-JSW 16 ON BEHALF OF ALL OTHERS CV-09-4505-JSW SIMILARLY SITUATED, 17 CONSOLIDATED THIRD AMENDED Plaintiffs, COMPLAINT FOR VIOLATIONS OF 18 THE FEDERAL SECURITIES LAWS vs. 19 CLASS ACTION 20 UCBH HOLDINGS, INC.; THOMAS S. WU; THOMAS YU; EBRAHIM SHABUDIN; JURY TRIAL DEMANDED 21 CRAIG ON; DENNIS WU; ROBERT Hon. Jeffrey S. White 22 NAGEL; JOHN M. KERR; DANIEL M. GAUTSCH; DOUGLAS MITCHELL; 23 BURTON D. THOMPSON; JOHN CINDEREY; JOSEPH J. JOU; PIN PIN 24 CHAU; LI-LIN KO; QINGYUAN WAN; 25 GODWIN WONG; DAVID NG; DANIEL P. RILEY; RICHARD LI-CHUNG WANG; and 26 JOHN DOES 1-10, 27 Defendants. 28 1 CONSOLIDATED THIRD AMENDED COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS-- Case no. CV-09-4208-JSW Case3:09-cv-04208-JSW Document217 Filed01/09/12 Page2 of 81 1 2 Lead Plaintiff Kyung Cho and named plaintiffs Rex DeChakul and David Hwa 3 (collectively the “Plaintiffs”) individually and on behalf of all other persons similarly situated, 4 their undersigned attorneys, allege in this Consolidated Second Amended Complaint ( 5 “Complaint”) the following upon knowledge with respect to their own acts, and upon 6 obtained through an investigation conducted by their counsel. 7 I. NATURE OF THE ACTION 8 1. This is a federal securities class action on behalf of a class consisting of al 9 persons and entities, other than defendants, who purchased the common stock of UCBH 10 Holdings, Inc. (“UCBH”) between January 24, 2008 through and including September 8, 2009 11 (the “Class Period”), seeking to recover damages caused by defendants’ violations of federa 12 securities laws (the “Class”). 13 2. UCBH is a bank holding company. UCBH conducted its principal busines 14 through its wholly owned banking subsidiary, United Commercial Bank (“UCB” or the “Bank”) 15 a California state-charted commercial bank. The Bank comprised 99.5% of UCBH’ 16 consolidated assets and revenues. 17 3. UCBH was the first bank to receive funds through the U.S. Department 18 Treasury’s Troubled Asset Relief Program (“TARP”); on November 14, 2008 the Comp 19 received $298.7 million. The Bank was also the first depository institution to cause the treas 20 to take a loss on TARP funds, when on November 6, 2009 the Bank failed and was closed by 21 California Department of Financial Institutions (“CDFI”). 22 4. The Federal Deposit Insurance Corporation (“FDIC”) was named as receiver, 23 the Bank’s assets were sold to East West Bancorp. 24 5. On November 24, 2009 the Company filed a Chapter 7 Petition for Bankruptcy 25 the U.S. Bankruptcy Court for the Northern District of California. 26 27 28 2 CONSOLIDATED THIRD AMENDED COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS-- Case no. CV-09-4208-JSW Case3:09-cv-04208-JSW Document217 Filed01/09/12 Page3 of 81 1 6. In the petition, the Company listed $9.7 million in assets and $289 million in 2 liabilities. As a result, UCBH’s stock became worthless, and Plaintiffs and investors lost their 3 I entire investment. 4 7. Following UCB’s failure the FDIC’s Office of Inspector General conducted 5 material loss review of UCB’s failure (the “MLR” or the “Review”). The purpose of th 6 investigation was to determine the cause of the Bank’s failure. A copy of the Inspector General’ 7 material loss review report is attached as Exhibit A and is incorporated by reference herein. 8 8. The Review found serious misconduct. For example, the Review found that Ban 9 officials and senior executives had been intentionally delaying downgrades, modifying loa 10 terms to delay negative consequences, misrepresenting information to the Bank's auditor, an 11 even altering loan documents, all at the behest of "Senior Executives" who sought to mas 12 deteriorating financial conditions. (unnamed in the MLR). 13 9. The Review also specifically found that Defendant Wu had delayed the 14 of a negative internal report simply because it contained negative information, among 15 fraudulent behavior he was specifically identified as committing. 16 The Core Operations of UCBH 17 10. When evaluating UCBH’s performance, UCBH’s senior officers and dir 18 focused on five primary areas: (1) loan and deposit growth, (2) credit quality, (3) net inte 19 margin, (4) expense control and (5) capital adequacy. See UCBH 2007 Form 10-K, pg 27. 20 11. Credit quality is measured for financial reporting purposes by quantifying l 21 risk in the portfolio such as non-performing assets (which include non-accrual, 22 nonperforming loans and other real estate owned assets acquired through defaults on loans), 23 the allowance for loan losses (“ALL”) and the provision for loan losses (“Provision”). 24 12. Capital adequacy is function of the Bank’s earnings, its deposit growth 25 expense control. The ALL and Provision, and the amount of defaulted loans that are charged 26 directly affect earnings and hence capital adequacy of the Bank. 27 13. The ALL is, according to UCBH’s annual report, a critical accounting metric. 28 3 CONSOLIDATED THIRD AMENDED COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS-- Case no. CV-09-4208-JSW Case3:09-cv-04208-JSW Document217 Filed01/09/12 Page4 of 81 1 14. UCBH senior executives regularly report and discuss the Bank’s ALL with 2 Audit Committee of the Company’s Board of Directors. 2008 10-K pg 33. 3 15. A Bank’s ALL and Provision consequently are very material to investors i 4 assessing the financial health of a bank. 5 16. An allowance for loan losses is a contra-asset account that appears on the ba 6 sheet as an offset to loans receivable. For example, if a bank has $100,000 in loans recei 7 and an allowance for loan losses of $20,000, the net realizable value of the loans recei 8 reported on the balance sheet would be $80,000 ($100,000 - $20,000). The allowance for 9 losses is reduced when a loan or a portion of a loan is written off as uncollectible. The allow 10 for loan losses is increased when a provision for loan losses is established. 11 17. The provision for loan losses is the current period expense for loan 12 established in the current period. This provision is reported in the statement of operations (o 13 income/loss statement). Therefore, any increases in the provision, will generally decrease th 14 Company’s net income (or increase net loss) for the period. It represents the amount that i 15 added to the allowance for loan losses in the current reporting period. 16 A Primer on How the FDIC Regulates and Examines Banks Such as UCBH 17 18. The FDIC examines banks through onsite visits on a regular basis. 18 19. Prior to an onsite visit, the FDIC will make a formal request for documents 19 information to the bank’s Chief Executive Officer. 20 20. During these onsite visits, FDIC examiners will meet with senior members 21 bank management to discuss areas of concern, including all troubled and non-performing loans. 22 21. Following an examination, the FDIC will assign each bank a rating under 23 CAMEL system from one to five as a whole (composite rating) and also assigns a rating for ea 24 of five areas. These are Capital, Asset Quality, Management, Earnings and Liquidity. A one 25 the highest rating. A five is the lowest. A three is less than satisfactory. 26 27 28 4 CONSOLIDATED THIRD AMENDED COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS-- Case no. CV-09-4208-JSW Case3:09-cv-04208-JSW Document217 Filed01/09/12 Page5 of 81 1 22. If a bank receives a three rating in any two categories or a composite three ratin 2 than FDIC rules mandate that FDIC examiners must meet with the bank’s board of directors 3 discuss the problems identified in the examination. 4 23. If a bank receives a three composite rating, then it is typically the subject of 5 memorandum of understanding and may be categorized as troubled. The memorandum o 6 understanding is a means of seeking informal corrective administrative action from institu 7 considered to be of supervisory concern, but which have not deteriorated to the point where 8 warrant formal administrative action. UCB was the subject of a memorandum of understan 9 and was identified as troubled, in April 2009. 10 24. FDIC policy and practice has established the ratio of a bank’s adversely classifie 11 assets (non-performing loans and troubled loans) to total assets as a key metric to determine asse 1 12 quality and capital adequacy. This ratio is used throughout FDIC reports of examination and i 13 the MLR at pg. 13. 14 25. Serious asset quality problems in banks -- which are heavily dependent on volat 15 liabilities, including brokered deposits for their funding sources -- are notoriously lethal and ha 16 been documented in numerous FDIC IG Material Loss Reports on numerous banks since 2008.
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