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In Re: Royal Dutch/Shell Transport Securities Litigation 04-CV-00374

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In Re: Royal Dutch/Shell Transport Securities Litigation 04-CV-00374 LYNCH KEEFE BARTELS Attorneys at Law John E. Keefe, Jr. {JK-9786) Stephen T. Sullivan, Jr . (SS-7343) 830 Broad Street Shrewsbury, NJ 07702 Telephone: 732-224-9400 Liaison Counsel for the Clas s BERNSTEIN LIEBHARD & LIFSHITZ, LLP Stanley D. Bernstein Jeffrey M. Haber Williams A. K. Titelman Mark T. Millkey Michael S. Bigin 10 East 40th Street New York, NY 10016 Telephone : 212-779-141 4 Counsel for PSERS and SERS, and Lead Counsel for the Class [Additional counsel listed on signature page] UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSE Y IN RE ROYAL DUTCH/SHELL TRANSPORT SECURITIES Civ. Action No. 04-374 (JAP) LITIGATION (Consolidated Cases ) Hon. Joel A. Pisano JURY TRIAL DEMANDED (Document electronically filed) SECOND CONSOLIDATED AMENDED CLASS ACTION COMPLAINT TABLE OF CONTENT S NATURE OF THE ACTION ..... .... .. .. .. .. ... .. ... .. .. .. .. ..... .2 JURISDICTION AND VENUE . ... .. ... ..... .. .... ...... ...... ..... .. ... .. .. .. .. ....... 9 A. Subject Matter Jurisdiction Over the Claims of Foreign Investors Who Purchase d Their Securities on Foreign Exchanges . .. .. .. .. ... .. ..... ...... .. .... ..... .. .10 I . Defendants' Acknowledgment of Obligation s under U.S. Law ....... .... .. .. .. .. .. ... .. .1 0 2. SDS's Involvement Worldwide . .. .. ..1 1 3 . The Companies' False and Misleadin g Statements in the United States . .. .. ... .. ... .. .. .. .. .. ..1 4 4. The Companies' U .S . Securities .. .... ...... ...... .. ... .. ... .. .. ... ....1 5 5. The Companies' Consent to Subjec t Matter Jurisdiction . .. .... .............. ...... .... .. ...... .......... ...... ..... .. ... .. .... ........ .1 5 B . Subject Matter Jurisdiction Over the Claims of Domesti c and Foreign Investors Who Purchased Their Securities in the United States . .. .. ...... .. ...... .. .. .. .. .. .. ... .. ..... .... .. ... .. .. .1 6 C. Venue . .. .. ... .. ........ ... .. .. .. .. .. ... .. ... .. ... 1 6 THE PARTIES . .. .. .. .. .. .. .... .... ...... ... .. .. .. .. ... ..1 7 CONFIDENTIAL SOURCES . .. ... ........ .. ... .. .. ... .. .. .. .. .. .. .... ..28 BACKGROUND ... .. ... .. .... ..... ........ ...... ... .. ... .. ... .. ... .. .. .. .. .. ... ........3 0 A. The Shell Group : Its Formation and Structure ..... .. .... .. ... .. ... .. .. .. .. ... ........3 0 1 . Group Management . .. .. .... .. .... .................. ...... ..... .. ... .. ... ... ........ .... .. 34 B . The Importance of Oil and Gas Reserves .. ........ ...... .... ............ ..... .. ... ..... ........ ... .3 7 THE GENESIS OF THE FRAUD . .. .... .. .... ........ .... .. ... .. ...... ...... .......... ...... ........ .... .. .. .41 A. Economic and Regulatory Conditions Leadin g Up To The Shell Group's Decision To Overbook Proved Reserves .. .. ... .............. ...... ... .. ......... ........................ ........ .... .. .41 1 . Competitive Pressures and Lack o f Organic Growth Create the Need to Overbook Proved Reserves . .. ..4 1 2 . The Shell Group Loosens its Reserve s Reporting Guidelines . .. ... ..... ....... ..... ..... .. ... .. .. .. .. .. ... ......43 3 . The SEC Increases Its Scrutiny of th e Industry's Reserves Reporting . .. .. .. .. .. .. ... .. ... .. .. .48 B. Defendants' Knowledge of the Group's Overbookings . ...... ..... .. .. .. .. .. ... .. ... .. .. .. .. .. ..5 1 C. The Geographic Areas in which Reserves Were Reclassified . ... .. ... ...... .. ...... ...... ... .. ... .. ...... .......... ...... ..... ........ .... .. .63 1 . Australia (Gorgon) ...... ... .. .. .. .. ... .. ... .. .. .63 2. Nigeria .. .. .... ........ .. .. .. .. .. ... .. ... .. .. .. .. .... ..72 a. Poor Infrastructure Slowed Recovery ....... .. .... ...... .. ... .. ... ...... .. .... ..76 b . Lack of Governmental Financing Slowed Recovery..... ... .. ... .. ... .. .. .. .. ... .. ... .. ... .. ... .. ... .7 8 c. Political Unrest and Delay Slowe d Recovery .... .. ... .. .. .79 d. The Need To Protect OPEC Interests . .. .. .. ... .....79 e. Nigeria's Reserve Addition Bonus .... ..... .. ... .. ... .. ... .. ... ... ..... .. ... 8 1 f. KPMG International's Active Participation .. ... .. ...... ..... ... .. .. .82 3. Oman . .. ..... .. .... .. .. .. .85 a. Horizontal Drilling Did Not Efficiently Recover Reserves . .. .. ... .. ... .. ... .. .. .. .. .. ... ........ .8 6 b. Shell Management Increased Oman' s Reported Reserves .. ... ..... .............. ...... ...... ...... ...... ...... ...... .... .. .. 89 ii 4. Norway (Ormen Lange) . .. .... ..... ...... ...... ...... ...... .. ... .. .. .. .. .. .........91 D. Internal Control Deficiencies . .. ... ...... ...... .. .... .. .... .. .... .. .... ...... .. ... .. ... .. .. .. ... ...... .. .96 E. Regulatory Actions . .. .. .. .... ...... .. ... .. ... .. ... .. ..... ... .. ..... .... ...... ...... ..... ........ ... .99 FALSE AND MISLEADING STATEMENTS AND OMISSIONS . .. .. ... .. ... .. ...... ...... ... .. .101 Statements Made in Second-Quarter 1999 ... ... .. .. .. .. ... .. .. 10 1 Statements Made in Fourth-Quarter 1999 . .. .. .. .. 11 0 Statements Made in First-Quarter 2000 .. .. 11 1 Statements Made in Second-Quarter 2000 . .. .. .. .. .. .. .. .. 11 8 Statements Made in Fourth-Quarter 2000 . .. .. ... .. ... .. ... .. ... .. .. .. .. .. .. .. .... 125 Statements Made in First-Quarter 2001 . .. ... .. .... ..... ..... ...... ..... ... .. .. .. .. .. .... .... 126 Statements Made in Second-Quarter 2001 . .. .... ...... ..... ...... ...... ....... ..... ..... .. ... .. ... .. ... ....... 134 Statements Made in First-Quarter .2002 . .. .. .... ....... .... .. ... .. ... .. ... .. ... ..... ..... ...... ...... ...... ..... 14 1 Statements Made in Second-Quarter 2002 ...... .. ... .. ... .. .. .. .. .. ... .. ... .. ...... .... .. .. 149 Statements Made in Third-Quarter 2002 .. .. ... .. .. .. .. .. .. 155 Statements Made in First-Quarter 2003 . .. .. .. .. 155 THE TRUTH BEGINS TO EMERGE .. .. .. .. .. ... .. .. .. .... .. 179 LOSS CAUSATION / ECONOMIC LOSS . .. .. .. ... .. ... .. ... .. ... .. ... .. .. .. ... ........ 189 SHELL DEFENDANTS' VIOLATIONS OF GAAP .. .. ... ..... .. .... ...... .. ... .. ... .. ... .. ... .. .... ........ 192 SHELL DEFENDANTS' VIOLATIONS OF SEC RULES ..... ........ .......... ...... ...... ...... ........ .... 193 ADDITIONAL SCIENTER ALLEGATIONS . ........ ...... ...... ...... ...... ...... ...... ...... ............ .... .. 194 APPLICABILITY OF PRESUMPTION OF RELIANCE : FRAUD-ON-THE MARKET DOCTRINE . .. .... ........ .... .. .. .. ... .. ... .. ..... .... .. ...... ...... ... 196 NO STATUTORY SAFE HARBOR. .. .............. ...... ... .. .. ... .. .. .. .. ... ... .. ... .. .. 198 iii CLASS ACTION ALLEGATIONS .. .. .. ... .. .. .. .. .. .. ... .198 CLAIMS FOR RELIEF ... .. .... ........ ...... .. .. .. .. ... .. ... .. ... .. ... .200 COUNT I (Against The Group Defendants for Violations of Section 10(b ) and Rule I Ob-5 Promulgated Thereunder).
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