Free Reply Brief - District Court of Delaware - Delaware

Case 1 :05-cv—00242-SLR Document 29-3 Filed 07/06/2005 Page1 0f3
Exh1b1t B

Case 1 :05-cv—00242-SLR Document 29-3 Filed 07/06/2005 Page 2 of 3
Not Reported in F.Supp. Page 1
1997 WL 773717 (D.Mass.), Fed. Sec. L. Rep. P 90,111
(Cite as: 1997 WL 773717 (D.Mass.))
l> OTOOLE, D.] .
Motions pleadings and Filings *1 The plaintiffs have moved to consolidate the five
above-encaptioned actions pursuant to Fed.R.Civ.P.
QQ). The defendants do not object. There being
United States District Court, D_ Massachusetts common questions of law and fact in all of the cases,
Sanford N AGER consolidation is appropriate and the motion to
v_ consolidate is GRANTED. The matters are
WEBSECURE’ INC_; Robert Knzarai Carroll accordingly ordered consolidated for all purposes.
Lowenstein; Michael Anne; Carole All papers shall hereafter be filed under the caption
Ouellette; Coburn &Meredith, Inc_; Shamrock In Re Websecure, Inc. Securities Litigation, Civil
Partners, Ltd.; and Centennial Aotion NO- 97‘10662‘GAO-
Technologies, Inc.
Geoffrey MILLER; Gracy Meberman; and Brenda A group of Persons who oro membms of the
Eisner, on behalf of themselves purported class, but not all of whom are named in the
and all other persons similarly situated complaints in the consolidated cases, have moved to
v_ be appointed "lead plaintiffs" in fulfillment of the
WEBSECURE, INC_; Robert Knzarai Carroll mandate set forth in § 21D(a)(3)(B) of the Securities
Lowenstein; Michael Appe; Carole Exchange Act of 1934, as amended by the Private
otieriette; cehiirh & Meredith, Inc.; sherhreerr Soouritios Litigation Roform Aot of 1995,
Partners, Ltd_; and Centennial § 78u-4ga)§3 )§B Q. The required public notice having
Technologies, Inc. been given, see 15 U.S.C. § 78u-4§a)(3l(Al, no other
Simon KRAUSE and Mindy Krause class members having sought appointment, and it
v_ appearing that the proposed group of lead plaintiffs
WEBSECURE’ INC_; Robert Kuzarai Carroll adequately meet the statutory criteria for
Lowenstein; Michael Appe; Carole appointment, see 15 U .S.C. § 78u-4la)(3)gB)giii),
otierrette; Coburn & Meredith, Inc.; sherhreert tho motion is GRANTED, with o minor oxooption,
Partners, Ltd_; and Centennial |FN1| and the following persons are appointed to be
Technologies, Inc. the "lead plaintiffs" for these consolidated cases:
Alan FRIEDM AN Sanford Nager, Robert Montague, Patricia Montague,
v_ Robert Flynn and Laure Flynn, Ernest Klein, Richard
WEBSECURE, INC_; Robert Kozarai Carroll L. Snyder, Esther Kaplan, Geoffrey Miller, and
Lowenstein; Michael Appe; Carole Yechlel Bmmberg-
Ouellette; Coburn & Meredith, Inc.; Shamrock
Partners, Ltd.; ehd cehtehhier w Ono of tho proposod group, David
Technologies, Inc. Renzer, states in his affidavit that on "2/7"
Daniel LIFSHITZ he purchased 2,500 shares of common stock
v_ of Websecure, Inc. at a price of $17.50 per
wEBsEcUr1E, mc.; rzehert Kuzara; cerrerr Sboro- (Woidmon Dooi- Supp- Wobsoouro
I Lowenstein; Michel Appe; cerere Pi- Groupb Mot- to Console Ex- C-)
Ouellette; cehtirh & Meredith, hre.; sherhreert Informotion Suppiiod by tho piointiffs about
partners, Ltd_; and Centennial the stock's trading indicates, however, that
Technologies, Inc. on February 7, 1996, the stock closed, as it
Ne. crv.A. 97-10662-GAO, crv.A. 97-10828- bod tho doy boforo, ot $9-50 por Sharo-
GAO, CIV.A. 97-10829-GAO, CIV,A, 97- (Waldman Aff. Supp. Pls' Mot. for Prelim,
ll045_GAO,CTV_A_ 97_11110_GAO_ Inj., Ex. N.) The statement in the Renzer
affidavit may thus be suspected of being
Nov_ 26, lgg7_ inaccurate. The inaccuracy may be
explainable, but it casts sufficient doubt on
MEMORANDUM AND ORDER Mr. Renzer's adequacy as a representative
plaintiff` that he should be excluded from the
© 2005 Thomson/W est. No Claim to Orig. U.S. Govt. Works.

Case 1 :05-cv—00242-SLR Document 29-3 Filed 07/06/2005 Page 3 of 3
Not Reported in F .Supp. Page 2
1997 WL 773717 (D.Mass.), Fed. Sec. L. Rep. P 90,111
(Cite as: 1997 WL 773717 (D.Mass.))
group appointed to serve as lead plaintiffs. duplicative pleadings or discovery by the plaintiffs,
no pleadings or other papers shall be filed nor
It should be noted that the appointment of these discovery conducted by any plaintiff except through
persons to serve as lead plaintiffs pursuant to § 78u- the executive committee. Service of any papers or
4(a)(3)gB) presents a matter separate from the pleadings on the plaintiffs shall be deemed to be
questions of class certification that must be answered complete for all purposes when a copy shall have
under Fed.R.Civ.P. 23, and this order should not be been served on each member of the executive
understood as resolving any of those questions, committee and liaison counsel.
which will be addressed in due course. In particular,
to the extent there is any doubt concerning the Within 30 days of the date of this Order, the lead
standing of the defendants to object to the plaintiffs shall file and serve a consolidated
appointment of lead counsel, it is clear that complaint. The defendants shall answer or move
defendants have standing to be heard as to class with respect to the consolidated complaint within 20
certification issues. See Greebel v. FTP Software, days after its service.
Inc., 939 F.Supp. 57, 60 lD.Mass.1996).
It is SO ORDERED.
The lead plaintiffs are authorized to select and retain
"lead counsel" to represent the class, subject to the 1997 WL 773717 (D.Mass.), Fed. Sec. L. Rep. P
approval of the court. 15 U.S.C. § 78u- 90,111
4(a)(3)(Bl§v). The plaintiffs here have moved,
pursuant to this provision, for approval of their Motions, Pleadings and Filings(Back to top)
selection of three law firms to serve as an "executive
committee" to manage the litigation, with one of • 1:97CV11110 (Docket)
those three designated as the "chair" of the executive (May. 16, 1997)
committee. There is no question that any of the
firms is qualified to represent the plaintiff class. See • 1:97CV11045 (Docket)
Waldman Decl., Exs. D, E, and F. There is some (May. 05, 1997)
question whether it is necessary to approve the
selection of a "committee," when any one firm would • 1:97CV10828 (Docket)
be qualified to handle the matter. However, because (Apr. 16, 1997)
this matter now involves five consolidated cases,
each initially brought by particular plaintiffs • 1:97CV10829 (Docket)
represented by different law firms, it seems sensible (Apr. 16, 1997)
to employ the "committee" approach to minimize the
potential for disputes about the direction of the · 1:97CV10662 (Docket)
litigation. There should be no concem that (Mar. 26, 1997)
duplicative legal efforts will result in higher legal
costs to the class because the statute limits total END OF DOCUMENT
attorneys' fees to "a reasonable percentage of the
amount of any damages and prejudgment interest
actually paid to the class." 15 U.S.C. § 78u-4(a)(6).
That limit should make it a matter of indifference to
the class whether a reasonable fee is paid to one or
divided among cooperating recipients.
*2 Accordingly, the motion to approve the selection
of lead counsel is also GRANTED, and the following
firms are designated as lead counsel: Wolf Popper
LLP, Pomerantz Haudek Block & Grossman, and
Weiss & Yourman as a committee, with Wolf Popper
LLP designated as Chair. The selection of Shapiro
Haber & Urmy LLP as local liaison counsel is also
approved. Counsel in any related action that is
consolidated with this action shall be bound by this
organizational structure. In order to avoid
© 2005 Thomson/W est. No Claim to Orig. U.S. Govt. Works.