San Antonio Fire and Pension Fund v. Dole Food Company, Inc. (U.S.D.C, D.Del.)

This is a securities class action brought on behalf of a class of persons and entities who sold the common stock of Dole Food Company, Inc. (“Dole”) (i) during the period from January 2, 2013 through October 31, 2013 or (ii) on November 1, 2013 where those shares were sold on the open market and were not held as of the closing of the Take-Private Transaction on that date.

 

In April 2016, the United States District Court for the District of Delaware appointed E&C Co-Lead Counsel in a securities fraud class litigation action brought on behalf of former investors in Dole.  The action alleged a fraudulent scheme to artificially depress the price of Dole’s common stock orchestrated by the Company’s controlling shareholder and Chief Executive Officer, David H. Murdock and Dole’s President, COO, General Counsel and Director C. Michael Carter (the “Individual Defendants”) so that Murdock could take the company private at a significantly discounted price.  

 

On June 23, 2016, Lead Plaintiffs filed an Amended Consolidated Class Action Complaint (the “Complaint”) asserting claims against Dole and the Individual Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act.  The Complaint sought to recover damages on behalf of a class of investors who sold their Dole shares at artificially deflated prices during the period of January 2, 2013 through October 31, 2013.  [The class was later amended to include investors who sold on November 1, 2013, prior to the closing of the Take-Private Transaction on that date.] During the class period, defendants allegedly made material false and misleading statements in order to deflate Doles stock price.  For example, following a strategic transaction with the ITOCHU Corporation of Japan, Defendants allegedly falsely told investors that the transaction would produce $20 million in annual cost savings when internal projections showed that Dole could easily achieve annual cost savings of at least $50 million.  Defendants also allegedly gave investors a pretextual reason for cancelling its stock repurchase program and undervalued its real estate assets to further depress its stock price.  Further, Defendants allegedly provided Dole’s Special Committee with inaccurate financial information and interfered with the Special Committee process to support Murdock’s lowball take-private offer.

 

                As Co-Lead Counsel, E&C actively prosecuted the case and engaged in extensive discovery.  On August 22, 2016, Defendants filed their Answer to the Complaint, which, among other things, denied that any of the statements or omissions at issue were materially false or misleading, made with scienter, or caused any losses.  Discovery in the Action commenced in October 2016.  Defendants and third parties produced more than 770,000 pages of documents to Lead Plaintiffs and Lead Plaintiffs produced more than 25,000 pages of documents to the defendants.  E&C also worked extensively with financial experts to conduct an in-depth analysis of the applicable damages.  Damages were a significant issue in the litigation, as the case is one of the first securities class actions to allege a company misled investors to create artificial deflation of its stock price.

 

On January 9, 2017, Lead Counsel and Defendants’ Counsel participated in a full-day mediation session before former federal district Judge Layn R. Phillips.  After the mediation session, the parties reached an agreement in principle to settle the Action for $74,000,000 in cash.  The Court preliminarily approved the settlement on March 30, 2017.

 

On June 13, 2017, Plaintiffs filed their motion for Final Approval of Class Action Settlement and Plan of Allocation.  Plaintiffs’ motion and the related documents can be found below.  

 

 

 

 

 

 

Important dates and deadlines for class members are below.  You may also visit  www.DoleSecuritiesLitigation.com for more information about the settlement and upcoming deadlines.

 

August 9, 2017 Claim Filing Deadline. Claim Forms must be postmarked no later than August 9, 2017 to be eligible for a payment from the Settlement.

 

June 27, 2017 Exclusion Deadline. To exclude yourself from the Settlement Class, you must submit a written request for exclusion so that it is received no later than June 27, 2017, in accordance with the instructions in the Notice.

 

June 27, 2017 Objection Deadline. Any objections to the proposed Settlement, the proposed Plan of Allocation, and/or the request for attorneys’ fees and reimbursement of expenses, must be received no later than June 27, 2017, in accordance with the instructions in the Notice.

 

July 18, 2017
at 11:00 a.m.
The Settlement Hearing. The Settlement Hearing will be held on July 18, 2017 at 11:00 a.m., before the Honorable Leonard P. Stark at the United States District Court for the District of Delaware, J. Caleb Boggs Federal Building, 844 N. King Street, Courtroom 4B, Wilmington, Delaware 19801-3568, to determine, among other things, whether the proposed Settlement is fair, reasonable and adequate and should be approved; whether the proposed Plan of Allocation is fair and reasonable and should be approved; and whether Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of expenses should be approved.