1 Nicole Lavallee (SBN 165755) Email: [email protected] 2 Lesley Ann Hale (SBN 237726) 3 Email:[email protected] BERMAN DeVALERIO 4 425 California Street Suite 2100 5 San Francisco, CA 94104 Telephone: (415) 433-3200 6 Facsimile: (415) 433-6382 7 Christopher J. Keller Alan I. Ellman 8 Stefanie J. Sundel LABATON SUCHAROW LLP 9 140 Broadway New York, New York 10005 10 Telephone: (212) 907-0700 Facsimile: (212) 818-0477 11 Email: [email protected] 12 Attorneys for Mineworkers’ Pension Scheme and Proposed Lead Counsel for the Class 13 UNITED STATES DISTRICT COURT 14 NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION 15 16 SAJI VETTIYIL, Individually and on Behalf ) 17 of All Others Similarly Situated, ) )Civil Action No.: C-09-00117 RS 18 Plaintiff, ) )Mag. Judge Richard Seeborg 19 vs. ) ) 20 SATYAM COMPUTER SERVICES, LTD., )Hearing B. RAMALINGA RAJU, B. RAMA RAJU, ) Date: April 22, 2009 21 SRINIVAS VADLAMANI, PRICE ) WATERHOUSE, ) Time: 9:30 A.M. 22 PRICEWATERHOUSECOOPERS ) Courtroom:4 INTERNATIONAL, LTD., ) 23 Defendants. ) 24 ) 25 NOTICE OF FILING MINEWORKERS’ PENSION SCHEME’ MEMORANDUM 26 OF LAW IN FURTHER SUPPORT OF ITS MOTION FOR CONSOLIDATION APPOINTMENT AS LEAD PLAINTIFF, AND APPROVAL OF SELECTION OF 27 LEAD COUNSEL, AND IN OPPOSITION TO THE COMPETING MOTIONS 28 [C-09-00117 RS] NOTICE OF FILING MINEWORKERS’ PENSION SCHEME’ MEMORANDUM OF LAW IN FURTHER SUPPORT OF ITS MOTION FOR CONSOLIDATION APPOINTMENT AS LEAD PLAINTIFF, AND APPROVAL OF SELECTION OF LEAD COUNSEL, AND IN OPPOSITION TO THE COMPETING MOTIONS 1 Mineworkers’ Pension Scheme (“Mineworkers’ Pension”) hereby informs the Court, all 2 parties, and their counsel of record that Mineworkers’ Pension filed on March 26, 2009 in the 3 action entitled Patel v. Satyam Computer Services, Ltd., 09-cv-93-BSJ (S.D.N.Y.), their: (1) 4 Memorandum of Law in Further Support of the Motion of Mineworkers’ Pension Scheme for 5 Consolidation, Appointment as Lead Plaintiff, and Approval of Selection of Lead Counsel, and 6 in Opposition to the Competing Motions; (2) Declaration of Christopher J. Keller in Further 7 Support of the Motion of Mineworkers’ Pension Scheme for Consolidation, Appointment as 8 Lead Plaintiff, and Approval of Selection of Lead Counsel, and in Opposition to the Competing 9 Motions; and (3) Declaration of Kenneth D. Kotz, attached hereto as Exhibits A-C, respectively. 10 Plaintiff Saji Vettiyil (“Vettiyil”) filed his action before this Court on January 9, 2009. 11 The first related action against Satyam, however, was filed in the Southern District of New York 12 (“S.D.N.Y.”) on January 7, 2009, and nine more related actions were filed in S.D.N.Y. 13 afterwards. On January 26, 2009, Vettiyil filed a motion with the Judicial Panel on Multidistrict 14 Litigation seeking to consolidate all Satyam class actions in the Northern District of California 15 (“N.D.C.A.”). On March 20, 2009, Vettiyil withdrew his motion to consolidate and consented to 16 the transfer of his action to S.D.N.Y. See Not. of Withdrawal of Mot. for Transfer of Actions to 17 N.D.C.A. & Consent to Transfer to the S.D.N.Y. (Dkt. No. 54). As such, Mineworkers’ Pension 18 believes the case will continue in S.D.N.Y. but is notifying this Court of its filings out of an 19 abundance of caution. 20 Dated: April 1, 2009 Respectfully submitted, 21 By: /s/ Nicole Lavallee Nicole Lavallee (SBN 165755) 22 Email: [email protected] Lesley Ann Hale (SBN 237726) 23 Email: [email protected] 24 BERMAN DeVALERIO 425 California Street 25 Suite 2100 San Francisco, CA 94104 26 Telephone: (415) 433-3200 Facsimile: (415) 433-6382 27 Proposed Liaison Counsel for the Class 28 [C-09-00117 RS] NOTICE OF FILING MINEWORKERS’ PENSION SCHEME’ MEMORANDUM OF LAW IN FURTHER SUPPORT OF ITS MOTION FOR CONSOLIDATION APPOINTMENT AS LEAD PLAINTIFF, AND APPROVAL OF SELECTION OF LEAD COUNSEL, AND IN OPPOSITION TO THE COMPETING MOTIONS 1 Christopher J. Keller Alan I. Ellman 2 Stefanie J. Sundel LABATON SUCHAROW LLP 3 140 Broadway New York, New York 10005 4 Telephone: (212) 907-0700 Facsimile: (212) 818-0477 5 Attorneys for Mineworkers’ Pension Scheme 6 and Proposed Lead Counsel for the Class 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 [C-09-00117 RS] NOTICE OF FILING MINEWORKERS’ PENSION SCHEME’ MEMORANDUM OF LAW IN FURTHER SUPPORT OF ITS MOTION FOR CONSOLIDATION APPOINTMENT AS LEAD PLAINTIFF, AND 2 APPROVAL OF SELECTION OF LEAD COUNSEL, AND IN OPPOSITION TO THE COMPETING MOTIONS Exhibit A Christopher J. Keller (CK-2347) Eric J. Belfi (EB-8895) Alan I. Ellman (AE-7347) Stefanie J. Sundel (SS-8168) LABATON SUCHAROW LLP 140 Broadway New York, New York 10005 Telephone: (212) 907-0700 Facsimile: (212) 818-0477 Attorneys for Mineworkers’ Pension Scheme and Proposed Lead Counsel for the Class UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK AEKTA BEN PATEL, On Behalf of Herself Electronically Filed And All Others Similarly Situated, Plaintiff, Civil Action No. 1:09-cv-00093-BSJ-DFE vs. Hon. Barbara S. Jones SATYAM COMPUTER SERVICES LTD., Mag. Judge Douglas F. Eaton B. RAMALINGA RAJU, and B. RAMA RAJU, (ECF Case) Defendants. (Additional Captions on the Following Pages) MEMORANDUM OF LAW IN FURTHER SUPPORT OF THE MOTION OF MINEWORKERS’ PENSION SCHEME FOR CONSOLIDATION, APPOINTMENT AS LEAD PLAINTIFF, AND APPROVAL OF SELECTION OF LEAD COUNSEL, AND IN OPPOSITION TO THE COMPETING MOTIONS HOSSEIN MOMENZADEH, On Behalf Of Himself Electronically Filed And All Others Similarly Situated, Plaintiff, Civil Action No. 1:09-cv-00161-CM vs. Hon. Colleen McMahon SATYAM COMPUTER SERVICES LTD., B. RAMALINGA RAJU, and B. RAMA RAJU, (ECF Case) Defendants. CYNTHIA FREEMAN, Electronically Filed Plaintiff, Civil Action No. 1:09-cv-00330-BSJ vs. SATYAM COMPUTER SERVICES LTD., Hon. Barbara S. Jones B. RAMALINGA RAJU, B. RAMA RAJU, SRINIVAS VADLAMANI, and JOHN DOES 1-5, (ECF Case) Defendants. NAVEEN CHANDER JEPU, On Behalf Of Himself Electronically Filed And All Others Similarly Situated, Plaintiff, Civil Action No. 1:09-cv-00337-BSJ vs. Hon. Barbara S. Jones SATYAM COMPUTER SERVICES LTD., B. RAMALINGA RAJU, B. RAMA RAJU, and (ECF Case) SRINIVAS VADLAMANI, Defendants. BERT H. STURGIS, II, On Behalf Of Himself And Electronically Filed All Others Similarly Situated, Plaintiff, Civil Action No. 1:09-cv-0361-BSJ vs. Hon. Barbara S. Jones SATYAM COMPUTER SERVICES LTD., B. RAMALINGA RAJU, and B. RAMA RAJU, (ECF Case) Defendants. LARRY R. PENNINGTON, Individually and On Behalf of All Others Similarly Situated, Electronically Filed Plaintiff, Civil Action No. 1:09-cv-0386-BSJ vs. Hon. Barbara S. Jones SATYAM COMPUTER SERVICES LTD., B. RAMALINGA RAJU, B. RAMA RAJU, and (ECF Case) VADLAMANI SRINIVAS, Defendants. JAMES HAMBLIN, On Behalf Of Himself And All Others Similarly Situated, Electronically Filed Plaintiff, Civil Action No. 1:09-cv-0489-VM vs. Hon. Victor Marrero SATYAM COMPUTER SERVICES LTD., B. RAMALINGA RAJU, B. RAMA RAJU, (ECF Case) SRINIVAS VADLAMANI, PRICEWATERHOUSE COOPERS INTERNATIONAL LIMITED, PRICEWATERHOUSE COOPERS PVT LTD., and PRICE WATERHOUSE, Defendants. HILLEL RAYMON, Individually and On Behalf of All Others Similarly Situated, Electronically Filed Plaintiff, Civil Action No. 1:09-cv-00512-BSJ vs. Hon. Barbara S. Jones SATYAM COMPUTER SERVICES LTD., B. RAMALINGA RAJU, and B. RAMA RAJU JR., (ECF Case) and VADLAMANI SRINIVAS, Defendants. BRIAN FABER, Individually and On Behalf of All Others Similarly Situated, Electronically Filed Plaintiff, Civil Action No. 1:09-cv-00569-BSJ vs. Hon. Barbara S. Jones SATYAM COMPUTER SERVICES LTD., B. RAMALINGA RAJU, B. RAMA RAJU, and (ECF Case) SRINIVAS VADLAMANI, Defendants. WILLIAM M. HEBERT, JANET K. HEBERT and THE WILLIAM M. HEBERT IRA, On Behalf of Electronically Filed Themselves and All Others Similarly Situated, Civil Action No. 1:09-cv-01124-BSJ Plaintiff, vs. Hon. Barbara S. Jones SATYAM COMPUTER SERVICES LTD., (ECF Case) B. RAMALINGA RAJU, B. RAMA RAJU, PRICEWATERHOUSE COOPERS INTERNATIONAL LIMITED, PRICEWATERHOUSE COOPERS PVT LTD., and PRICE WATERHOUSE, Defendants. ASHIT M. MEHTA, On Behalf of Himself And All Others Similarly Situated, Electronically Filed Plaintiff, Civil Action No. 1:09-cv-01789-BSJ vs. Hon. Barbara S. Jones SATYAM COMPUTER SERVICES LTD., B. RAMALINGA RAJU, and B. RAMA RAJU, (ECF Case) Defendants. TABLE OF CONTENTS I. INTRODUCTION 1 II. ARGUMENT 5 A. In-and-Out Purchasers Have Long-Been Rejected As Subject to Unique Defenses 5 B. The Supreme Court’s Decision in Dura and Its Impact on Calculation of Largest Financial Interest Pursuant to the PSLRA 6 1. The Earliest Disclosure Alleged in Any of the Complaints Occurred on December 15, 2008 8 2. The Alleged “Partial Disclosures” of the Truth Argued by Sampension and Skagen Should Not Be Credited for Purposes of the Lead Plaintiff Determination 10 C. Sampension and Skagen Suffer From a Conflict of Interest with Defendant PwC That Renders Them Inadequate to Serve as Lead Plaintiff 12 D. Purchasers of Satyam Common Stock on the Indian Stock Exchanges are Not Part of the Class Definition as Alleged 14 E. Mississippi PERS’ Purchases of Satyam Common Stock on the Indian Stock Exchanges Subject It to a Unique Defense of Lack of Reliance 14 1. The Class Will Need to Rely on the Fraud-On-The-Market Theory of Reliance to Satisfy the Commonality and Predominance Requirements of Rule 23 14 2. The Fraud-On-The-Market Theory is Premised on an Efficient Market for the Securities At Issue 15 3. A Semi-Strong Efficient Market is Required Before the Fraud-On-The-Market Theory is Applied 15 4. Defendants Will Likely Argue That the Indian Stock Exchanges are Neither Semi-Strong Efficient Nor Weak Form Efficient Markets 17 5.