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In Re: JAKKS Pacific, Inc. Shareholder Class Action Litigation 04-CV-08807-Order

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In Re: JAKKS Pacific, Inc. Shareholder Class Action Litigation 04-CV-08807-Order Case 1:04-cv-08807-RJS Document 116 Filed 06/29/2010 Page 1 of 109 USr S SDNY DOCUMENT ELECTRONICALLY FILED UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK DOC #: DATE FILED: In re: JAAKS PACIFIC, INC. SHAREHOLDERS CLASS ACTION LITIGATION, No. 04 Civ. 8807 (RJS) ORDER This Document Relates to: All actions RICHARD J. SULLIVAN, United States District Judge. This is a securities class action brought by lead Plaintiffs Kenneth J. Tucker, Tonia R. Tucker-Kraus, Michael Kraus, and Indiana Electrical Workers Pension Trust Fund IBEW against Defendants JAKKS Pacific Inc., Jack Friedman, Steven G. Berman, and Joel M. Bennett. Plaintiffs allege violations of the Securities Exchange Act of 1934 based on allegedly false and misleading statements contained in JAKKS securities filings from December 3, 1999 through October 19, 2004 inclusive (the "Class Period"). More specifically, Plaintiffs allege that Defendants made material misstatements and omissions in connection with a scheme of commercial bribery undertaken by JAKKS in order to secure valuable licensing agreements with World Wrestling Entertainment, Inc. ("WWE"). Now before the Court is Plaintiffs' unopposed motion pursuant to Federal Rule of Civil Procedure 23(e) for an Order (i) preliminarily certifying a class for purposes of settlement only, (ii) certifying lead Plaintiffs and co-lead counsel as class Plaintiffs and counsel, respectively, (iii) approving the proposed manner and form of notice to the proposed class, proof of claim and release form, and summary notice, (iv) preliminarily approving the proposed settlement of this action on the terms set forth in the parties' Stipulation of Settlement ("Settlement") dated November 2, 2009, (v) appointing Gilardi & Co. LLC as claims administrator to supervise and administer the proposed Case 1:04-cv-08807-RJS Document 116 Filed 06/29/2010 Page 2 of 109 notice and the processing of claims, and (vi) scheduling a fairness hearing.' For the reasons that follow, the Court grants the motion in its entirety. I. BACKGROUND A. The Underlying Conduct at JAKKS The Second Amended Complaint ("SAC", or the "Complaint") alleges that JAAKS engaged in a bribery scheme in order to obtain lucrative toy and video-game licenses from WWE. JAKKS is a Delaware corporation formed in 1995 that operates a multi-line, multi-brand toy company that designs, develops, produces and markets toys and related products. (SAC ¶ 32.) WWE is a famous "integrated media and entertainment company" that produces, televises, and markets wrestling on television. (Id. ¶ 33.) On October 24, 1995, JAKKS and WWE entered into a license agreement through WWE's licensing agent, Stanley Shanker & Associates Inc. ("SSAI"), which allowed JAKKS to manufacture and market WWE toys in the United States. (Id. ¶¶ 4, 34.) Over the next three years, the Complaint alleges that JAKKS participated in a scheme to secure further licensing agreements by using bribes and kickbacks. Specifically, the Complaint alleges that JAKKS paid both SSAI and James Bell, Senior Vice President for Licensing and Merchandising for WWE, bribes laundered through foreign subsidiaries in exchange for the granting of licenses on favorable terms. (Id. ¶¶ 35-51.) The fruits of this scheme, according to the Complaint, included an international toy license agreement entered into on February 10, 1997, a video game license agreement entered into on June 23, 1998, and extensions of the toy licenses granted on June 24, 1998. (Id. ¶¶ 37, 46-51.) Plaintiffs allege that the failure of JAKKS to disclose the alleged wrongful conduct rendered A list of the documents submitted with lead Plaintiffs' motion is annexed to this decision. 2 Case 1:04-cv-08807-RJS Document 116 Filed 06/29/2010 Page 3 of 109 many statements in its public securities filings false and misleading and caused the price of JAKKS securities to be artificially inflated from December 3, 1999, the date on which JAKKS first trumpeted its WWE video game line, through October 19, 2004, the date on which the alleged bribery scheme came to light. (Id. $ 56.) On October 19, 2004, JAKKS released its third quarter results and first disclosed that it was "`engaged in discussions with the WWE' concerning the `validity of the licenses as a result of certain transactions between [JAKKS] and [SSAI] that occurred more than six years ago."' (Id. ¶ 88.) The price of JAKKS stock dropped immediately from $24.15 to $18.81 per share. As details continued to emerge about the bribery scheme, both through a JAKKS earnings call and from a lawsuit filed by WWE against SSAI, the price of JAAKS dropped to $12.96 per share by the end of business on October 20, 2004. (Id. ¶ 93.) B. Procedural History Beginning on November 5, 2004, a number of securities class action lawsuits were filed in this District on behalf of purchasers of JAAKS common stock during the class period. By Order dated January 25, 2005, the Honorable Kenneth M. Karas, District Judge, consolidated these actions into the above-captioned case. (Doc. No. 29.) On May 11, 2005, the Court appointed lead Plaintiffs and approved the law firms of Millberg Weiss LLP (now Milberg LLP) and Coughlin Stoia Geller Rudman & Robins LLP (now Robbins Geller Rudman & Dowd LLP) as co-lead counsel. On July 11, 2005, lead Plaintiffs filed a Consolidated Amended Complaint. (Doc. No. 62.) On September 9, 2005, Defendants moved to dismiss the Amended Complaint. On January 25, 2008, Judge Karas issued an opinion and order granting in part and denying in part Defendants' motion to dismiss and granting Plaintiffs leave to re-plead their dismissed claims. (Doc. No. 87.) 3 Case 1:04-cv-08807-RJS Document 116 Filed 06/29/2010 Page 4 of 109 On March 3, 2008, the case was reassigned to my docket. Plaintiffs filed the Second Amended Complaint on March 14, 2008. (Doc. No. 95.) Defendants then moved to dismiss the Second Amended Complaint and the motion became fully submitted on August 11, 2008. (Doc. No. 101.) On February 12, 2009, the parties attended an all-day mediation before the Hon. Nicholas Politan, a retired federal judge. (Pls.' Mem. 4.) The parties were then able to come to an agreement- in-principal on February 12, 2009. (Id.) The terms of the agreement-in-principal were finalized in the parties' Stipulation of Settlement, which was entered into on November 2, 2009. (Pls.' Mot. for Preliminary Approval of Class Settlement Ex. 1 (the Settlement).) The Settlement requires that, within fifteen days of this order, JAAKS pay $3.925 million into an escrow account maintained by lead co-counsel. (Settlement § 3. L) The funds will be used to pay (i) compensation to class members, (ii) administrative costs, (iii) attorneys' fees, and (iv) taxes. (Id. § 3.4.) II. DISCUSSION Class actions such as this are governed by Rule 23 of the Federal Rules of Civil Procedure. Here, the parties seek the Court's preliminary approval of the Settlement pursuant to Rule 23(e), which sets forth the procedures applicable to a proposed settlement. In the Second Circuit, there has been a preference "to apply Rule 23 according to a liberal rather than a restrictive interpretation." In re NASDAQ Market-Makers Antitrust Litig., 169 F.R.D. 493, 504 (S.D.N.Y. 1996) (citation omitted). Preliminary approval of a proposed settlement is the first in a two-step process required before a class action may be settled. The second step requires notice to class members of the proposed settlement and a hearing at which the class members and the settling parties may be heard regarding the court's final approval of the settlement. In re NASDAQ Market-Makers Antitrust Litig., 176 F.R.D. 99,102 (S.D.N.Y. 1997). 4 Case 1:04-cv-08807-RJS Document 116 Filed 06/29/2010 Page 5 of 109 In In re Initial Public Offering Securities Litigation, Judge Scheindlin summarized the role of the district court in evaluating a proposed settlement: Unlike settlements in ordinary suits, the settlement of a class action must be approved by the court. The court owes a duty to class members to ensure that the proposed settlement is fair, reasonable, and adequate. In making this determination, the court's primary concern is with the substantive terms of the settlement; accordingly, the court must compare the terms of the compromise with the likely rewards of litigation. The trial judge must apprise herself of all facts necessary for an intelligent and objective opinion of the probabilities of ultimate success should the claim be litigated. The court should not go so far as to effectively conduct a trial on the merits, but should make findings of fact and conclusions of law whenever the propriety of the settlement is seriously in dispute. The court must also scrutinize the negotiating process leading up to the settlement. A presumption of fairness, adequacy, and reasonableness may attach to a class settlement reached in arm's-length negotiations between experienced, capable counsel after meaningful discovery. 243 F.R.D. 79, 82-83 (S.D.N.Y. 2007) (internal quotation marks and citations omitted). The propriety of this settlement is not seriously in dispute. Even though lead Plaintiffs' motion is unopposed and the Settlement is straightforward, the Court is nevertheless required to scrutinize it before making a ruling. What follows is a brief discussion of the Court's reasons for preliminarily certifying the proposed class for settlement purposes and for preliminarily approving this proposed settlement. A. Class Certification Courts often certify classes for settlement purposes, and it is not uncommon for courts to certify settlement classes on a preliminary basis, at the same time as the preliminary approval of the fairness of the settlement, solely for the purpose of settlement, deferring final certification of the class until after the fairness hearing.
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