Jabil circuit sec investigation backdating online dating management

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73, ¶ 270) Finally, the lead plaintiffs allege that each section 14(a) defendant should have known that each proxy statement was materially false and misleading. 73, ¶ 269) As previously established, the plaintiffs fail to adequately allege backdating. The plaintiffs fail to state a section 20(a) claim because they fail to adequately allege a predicate violation of the Exchange Act.The plaintiffs therefore fail to plead that each proxy statement contained a material misstatement or omission. Moreover, while the complaint alleges that Jabil controlled its employees and the individual defendants (Doc.The conference call contains statements of present and historical fact. 73, ¶ 151) ("Consumer demand's done pretty darn well all year. These documents contain and identify important factors that could cause the actual results to differ materially from those contained in our projections or other forward-looking statements. The complaint alleges the number of shares sold and the amount of profit received by certain individual defendants on certain dates following the issuance of the March 22, 2006, earnings report. The complaint's allegations of insider trading fail to support an inference of scienter as to any individual defendant. 75 at 24) A reasonable person would not necessarily find the inference of scienter cogent and at least as compelling as an opposing inference. which rewarded each executive for achieving earnings and revenue targets." (Doc. Such a desire is not probative of the question of the executives' motivation to defraud the market."). The bonus allegations yield no material inference of scienter as to any defendant. 2007) ("[T]he members of the compensation committee were charged with a specific `duty to monitor' the exercise dates of the options granted. 2007) ("[A]ny grant of options had to have been approved by the committee, and that committee can be reasonably expected to know the date of the options as well as the date on which they actually approve a grant."). The complaint relies on information provided by eight confidential witnesses ("CWs"), employed by Jabil during the class period, to raise an inference that the defendants issued the March 22, 2006, earnings forecast with scienter. 73, ¶ 48) However, because the statement issued on March 22, 2006, qualifies for protection under the PSLRA's safe harbor provision, no scienter analysis is needed. "Because market responses, such as stock downturns, are often the result of many different, complex, and often unknowable factors, the plaintiff need not show that the defendant's act was the sole and exclusive cause of the injury he has suffered; he need only show that it was substantial, i.e., a significant contributing cause." , 116 F.3d 1441, 1447 (11th Cir. The PSLRA imposes no heightened pleading requirement for causation or economic loss. The plaintiffs allege that the defendants' false and misleading statements "caused Jabil's stock price to trade at artificially inflated prices throughout the Class Period" and that "[l]ater, when the true state of the Company's financial condition . 73, ¶ 233) The "initial disclosure" concerning Jabil's backdating of stock options occurred in The Wall Street Journal's March 18, 2006, article. 73, ¶¶ 143, 235) Subsequent disclosures by Jabil between May, 2006, and November 15, 2006, publicized, among other events, (1) the initiation of the SEC's informal investigation, (2) Jabil's failure to meet earnings forecasts for fiscal year 2006 and the third quarter of that year, (3) Jabil's formation of the Special Review Committee to investigate backdating allegations, and (4) Jabil's receipt of a Southern District of New York subpoena. 73, ¶¶ 27, 32, 34, 36, 163, 179) These disclosures "caused the Company's stock price to drop from an adjusted close of .30 on November 14, 2006 to .04 on November 15, 2006 and .67 by November 17, 2006." (Doc.

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73, ¶ 147) "Section 10(b) liability can be predicated on a defendant's false statement to securities analysts or to the financial or news media." , 485 U. 73, ¶ 150) The defendants argue that no liability accrues from these "forward-looking statements," protected under the PSLRA's safe harbor provision. 75 at 34-41) The PSLRA defines a "forward-looking statement" as (1) "a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, . The statement addresses "financial items," including "statement[s] containing a projection of revenue," "earnings per share," and "[expected] economic performance." §§ 77z-2(i)(1), 78u-5(i)(1); "On any motion to dismiss based upon subsection (c)(1) of this section, the court shall consider any statement cited in the complaint and any cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant." 15 U. The Eleventh Circuit held that "[b]ecause the allegation is that this section of the prospectus is misleading, due to material omissions, we view the section as a whole and determine whether it is forward-looking." The section discussed the company's future success and risk factors that might affect that success. However, because the plaintiffs allege that a material omission causes the conference call to mislead, requires examination of the conference call to determine whether it is forward-looking. 21 at 2-5) qualify as forward-looking because they discuss "future economic performance," and "the plans and objectives of management for future operations." events and the future financial performance of the Company. 26 at 37) "Congress was explicit in stating that meaningful cautionary language could incorporate by reference information contained in documents filed with the SEC." , 863 F.2d 809, 814 (11th Cir. The Eleventh Circuit describes severe recklessness as "limited to those highly unreasonable omissions or misrepresentations" that are known to the defendant or so obvious that the defendant must have been aware and "that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers." requires consideration of "plausible nonculpable explanations for the defendant's conduct, as well as inferences favoring the plaintiff." 127 S. The complaint alleges that several individual defendants engaged in insider trading by "selling Jabil stock while in possession of material, adverse non-public information concerning the Company" despite each individual defendant's duty to refrain from such conduct. 73, ¶ 259) On March 23, 2006, the day after the favorable earnings announcement, Brown, Main, and Sansone sold 244,800 shares of Jabil stock for .8 million of profit. 73, ¶ 156) On March 27, 2006, Alexander and Sansone sold 98,664 shares for .9 million of profit. 73, ¶ 156) On March 30, 2006, Brown sold 58,000 shares for

73, ¶ 147) "Section 10(b) liability can be predicated on a defendant's false statement to securities analysts or to the financial or news media." , 485 U. 73, ¶ 150) The defendants argue that no liability accrues from these "forward-looking statements," protected under the PSLRA's safe harbor provision. 75 at 34-41) The PSLRA defines a "forward-looking statement" as (1) "a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, . The statement addresses "financial items," including "statement[s] containing a projection of revenue," "earnings per share," and "[expected] economic performance." §§ 77z-2(i)(1), 78u-5(i)(1); "On any motion to dismiss based upon subsection (c)(1) of this section, the court shall consider any statement cited in the complaint and any cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant." 15 U. The Eleventh Circuit held that "[b]ecause the allegation is that this section of the prospectus is misleading, due to material omissions, we view the section as a whole and determine whether it is forward-looking." The section discussed the company's future success and risk factors that might affect that success. However, because the plaintiffs allege that a material omission causes the conference call to mislead, requires examination of the conference call to determine whether it is forward-looking. 21 at 2-5) qualify as forward-looking because they discuss "future economic performance," and "the plans and objectives of management for future operations." events and the future financial performance of the Company. 26 at 37) "Congress was explicit in stating that meaningful cautionary language could incorporate by reference information contained in documents filed with the SEC." , 863 F.2d 809, 814 (11th Cir. The Eleventh Circuit describes severe recklessness as "limited to those highly unreasonable omissions or misrepresentations" that are known to the defendant or so obvious that the defendant must have been aware and "that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers." requires consideration of "plausible nonculpable explanations for the defendant's conduct, as well as inferences favoring the plaintiff." 127 S. The complaint alleges that several individual defendants engaged in insider trading by "selling Jabil stock while in possession of material, adverse non-public information concerning the Company" despite each individual defendant's duty to refrain from such conduct. 73, ¶ 259) On March 23, 2006, the day after the favorable earnings announcement, Brown, Main, and Sansone sold 244,800 shares of Jabil stock for $8.8 million of profit. 73, ¶ 156) On March 27, 2006, Alexander and Sansone sold 98,664 shares for $3.9 million of profit. 73, ¶ 156) On March 30, 2006, Brown sold 58,000 shares for $1.7 million of profit. 73, ¶ 156) Between March 30 and April 13, 2006, Morean sold 1,017,200 shares for $43.1 million of profit. 73, ¶ 156) "While a showing of profitable stock trades is not a prerequisite to prove scienter, where it is alleged, plaintiffs `bear the burden of showing that sales by insiders were in fact unusual or suspicious in amount and in timing.'" fraud `turns upon (1) the percentage of holdings sold by a defendant, (2) the number of defendants who sold stock, and (3) the difference between stock sales during the relevant time period and prior activity.'" , 253 F.3d 423, 435 (9th Cir. A showing of unusualness or suspiciousness requires an allegation of the amount and timing of the stock options granted during the class period and the options granted before or after the class period. Approximately $3.7 million of the restatement expense relates to options "granted to a director over a period of five years for his providing consulting services to the Company." (Doc.

Wednesday said its internal investigation of stock option grant practices found no issues of backdating or improper actions. Petersburg, Fla., electronics manufacturing services provider also disclosed the Securities and Exchange Commission is conducting an informal probe of the matter following media reports that the company backdated options.

73) for failure to state a claim pursuant to Rule 12(b)(6), Federal Rules of Civil Procedure, and failure to satisfy the pleading requirement of Rule 9(b), Federal Rules of Civil Procedure, and the Private Securities Litigation Reform Act of 1995 ("PSLRA"). 57), Laborers Pension Trust Fund for Northern California ("Laborers") and Pension Trust Fund for Operating Engineers ("Pension") bring this action on behalf of themselves and a putative class of other persons and entities (collectively, the "plaintiffs"), who purchased Jabil publicly traded securities from September 19, 2001, through December 21, 2006, (the "class period"). 73, ¶¶ 1, 51) The plaintiffs allegedly suffered financial loss as a result of the defendants' Exchange Act violations. Petersburg, Florida, Jabil provides "design, production and product management services" to electronics and technology companies. 73, ¶ 3) Each individual defendant held a directorship or officership at Jabil for all or part of the class period. 73, ¶ 120) The complaint specifies each offending statement and identifies when and where each statement was issued. In other words, a plaintiff must allege who conveyed what specific information to which analyst or journalist and when this occurred.

APB 25 would require the recording of a compensation expense only if Jabil had issued backdated options. According to a Market Watch article, at a May 4, 2006, analyst event at Jabil's headquarters "Main said that there was `absolutely no backdating' of stock options that either he, or other Jabil executives, received between 19." (Doc. Petersburg Times article, Main also stated that the timing of the stock option grants was a matter of chance and that "[t]he math is right" but "[t]he conclusions are wrong." (Doc. 1998) ("Vague statements of opinion are not actionable under the federal securities laws because they are considered immaterial and discounted by the market as mere `puffing.'"). 73, ¶ 184) The defendants further stated during the conference call that "`the instrumentation and medical sector would increase by 10% in the third quarter, reflecting the ongoing growth of assemblies within this sector across multiple customers.'" (Doc.

As previously established, however, the complaint fails to adequately allege backdating. "A company may be held liable for statements made to analysts that reach the market, where the plaintiff alleges entanglement between the [c]ompany's executives and the analysts." , 977 F. 73, ¶ 169) Although in this instance the plaintiffs identify which defendant conveyed what specific information to which news outlet and when, the plaintiffs fail to adequately allege backdating and, consequently, fail to allege adequately the falsity of the statement. I guess this is part of being a successful, big company. 73, ¶ 169 (alteration in original)) According to an article in The Tampa Tribune, Raymund stated, "We've always done everything exactly according to procedure and with transparency, and there's no reason to change. Moreover, the plaintiffs fail to plead exactly why each statement is false and misleading. 73, ¶ 180) The plaintiffs fail to explain exactly why each statement is false and misleading. 73, ¶ 185) The plaintiffs do not argue that the statements are false. only if a reasonable person would deem the inference of scienter cogent and at least as compelling as any opposing inference one could draw from the facts alleged." The plaintiffs' scienter allegations relate to the defendants' (1) knowledge of non-public information, (2) financial benefit, (3) committee membership, (4) GAAP violation, and (5) confidential witnesses.

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73, ¶ 147) "Section 10(b) liability can be predicated on a defendant's false statement to securities analysts or to the financial or news media." , 485 U. 73, ¶ 150) The defendants argue that no liability accrues from these "forward-looking statements," protected under the PSLRA's safe harbor provision. 75 at 34-41) The PSLRA defines a "forward-looking statement" as (1) "a statement containing a projection of revenues, income (including income loss), earnings (including earnings loss) per share, . The statement addresses "financial items," including "statement[s] containing a projection of revenue," "earnings per share," and "[expected] economic performance." §§ 77z-2(i)(1), 78u-5(i)(1); "On any motion to dismiss based upon subsection (c)(1) of this section, the court shall consider any statement cited in the complaint and any cautionary statement accompanying the forward-looking statement, which are not subject to material dispute, cited by the defendant." 15 U. The Eleventh Circuit held that "[b]ecause the allegation is that this section of the prospectus is misleading, due to material omissions, we view the section as a whole and determine whether it is forward-looking." The section discussed the company's future success and risk factors that might affect that success. However, because the plaintiffs allege that a material omission causes the conference call to mislead, requires examination of the conference call to determine whether it is forward-looking. 21 at 2-5) qualify as forward-looking because they discuss "future economic performance," and "the plans and objectives of management for future operations." events and the future financial performance of the Company. 26 at 37) "Congress was explicit in stating that meaningful cautionary language could incorporate by reference information contained in documents filed with the SEC." , 863 F.2d 809, 814 (11th Cir. The Eleventh Circuit describes severe recklessness as "limited to those highly unreasonable omissions or misrepresentations" that are known to the defendant or so obvious that the defendant must have been aware and "that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers." requires consideration of "plausible nonculpable explanations for the defendant's conduct, as well as inferences favoring the plaintiff." 127 S. The complaint alleges that several individual defendants engaged in insider trading by "selling Jabil stock while in possession of material, adverse non-public information concerning the Company" despite each individual defendant's duty to refrain from such conduct. 73, ¶ 259) On March 23, 2006, the day after the favorable earnings announcement, Brown, Main, and Sansone sold 244,800 shares of Jabil stock for $8.8 million of profit. 73, ¶ 156) On March 27, 2006, Alexander and Sansone sold 98,664 shares for $3.9 million of profit. 73, ¶ 156) On March 30, 2006, Brown sold 58,000 shares for $1.7 million of profit. 73, ¶ 156) Between March 30 and April 13, 2006, Morean sold 1,017,200 shares for $43.1 million of profit. 73, ¶ 156) "While a showing of profitable stock trades is not a prerequisite to prove scienter, where it is alleged, plaintiffs `bear the burden of showing that sales by insiders were in fact unusual or suspicious in amount and in timing.'" fraud `turns upon (1) the percentage of holdings sold by a defendant, (2) the number of defendants who sold stock, and (3) the difference between stock sales during the relevant time period and prior activity.'" , 253 F.3d 423, 435 (9th Cir. A showing of unusualness or suspiciousness requires an allegation of the amount and timing of the stock options granted during the class period and the options granted before or after the class period. Approximately $3.7 million of the restatement expense relates to options "granted to a director over a period of five years for his providing consulting services to the Company." (Doc.Wednesday said its internal investigation of stock option grant practices found no issues of backdating or improper actions. Petersburg, Fla., electronics manufacturing services provider also disclosed the Securities and Exchange Commission is conducting an informal probe of the matter following media reports that the company backdated options. 73) for failure to state a claim pursuant to Rule 12(b)(6), Federal Rules of Civil Procedure, and failure to satisfy the pleading requirement of Rule 9(b), Federal Rules of Civil Procedure, and the Private Securities Litigation Reform Act of 1995 ("PSLRA"). 57), Laborers Pension Trust Fund for Northern California ("Laborers") and Pension Trust Fund for Operating Engineers ("Pension") bring this action on behalf of themselves and a putative class of other persons and entities (collectively, the "plaintiffs"), who purchased Jabil publicly traded securities from September 19, 2001, through December 21, 2006, (the "class period"). 73, ¶¶ 1, 51) The plaintiffs allegedly suffered financial loss as a result of the defendants' Exchange Act violations. Petersburg, Florida, Jabil provides "design, production and product management services" to electronics and technology companies. 73, ¶ 3) Each individual defendant held a directorship or officership at Jabil for all or part of the class period. 73, ¶ 120) The complaint specifies each offending statement and identifies when and where each statement was issued. In other words, a plaintiff must allege who conveyed what specific information to which analyst or journalist and when this occurred.APB 25 would require the recording of a compensation expense only if Jabil had issued backdated options. According to a Market Watch article, at a May 4, 2006, analyst event at Jabil's headquarters "Main said that there was `absolutely no backdating' of stock options that either he, or other Jabil executives, received between 19." (Doc. Petersburg Times article, Main also stated that the timing of the stock option grants was a matter of chance and that "[t]he math is right" but "[t]he conclusions are wrong." (Doc. 1998) ("Vague statements of opinion are not actionable under the federal securities laws because they are considered immaterial and discounted by the market as mere `puffing.'"). 73, ¶ 184) The defendants further stated during the conference call that "`the instrumentation and medical sector would increase by 10% in the third quarter, reflecting the ongoing growth of assemblies within this sector across multiple customers.'" (Doc.As previously established, however, the complaint fails to adequately allege backdating. "A company may be held liable for statements made to analysts that reach the market, where the plaintiff alleges entanglement between the [c]ompany's executives and the analysts." , 977 F. 73, ¶ 169) Although in this instance the plaintiffs identify which defendant conveyed what specific information to which news outlet and when, the plaintiffs fail to adequately allege backdating and, consequently, fail to allege adequately the falsity of the statement. I guess this is part of being a successful, big company. 73, ¶ 169 (alteration in original)) According to an article in The Tampa Tribune, Raymund stated, "We've always done everything exactly according to procedure and with transparency, and there's no reason to change. Moreover, the plaintiffs fail to plead exactly why each statement is false and misleading. 73, ¶ 180) The plaintiffs fail to explain exactly why each statement is false and misleading. 73, ¶ 185) The plaintiffs do not argue that the statements are false. only if a reasonable person would deem the inference of scienter cogent and at least as compelling as any opposing inference one could draw from the facts alleged." The plaintiffs' scienter allegations relate to the defendants' (1) knowledge of non-public information, (2) financial benefit, (3) committee membership, (4) GAAP violation, and (5) confidential witnesses.

.7 million of profit. 73, ¶ 156) Between March 30 and April 13, 2006, Morean sold 1,017,200 shares for .1 million of profit. 73, ¶ 156) "While a showing of profitable stock trades is not a prerequisite to prove scienter, where it is alleged, plaintiffs `bear the burden of showing that sales by insiders were in fact unusual or suspicious in amount and in timing.'" fraud `turns upon (1) the percentage of holdings sold by a defendant, (2) the number of defendants who sold stock, and (3) the difference between stock sales during the relevant time period and prior activity.'" , 253 F.3d 423, 435 (9th Cir. A showing of unusualness or suspiciousness requires an allegation of the amount and timing of the stock options granted during the class period and the options granted before or after the class period. Approximately .7 million of the restatement expense relates to options "granted to a director over a period of five years for his providing consulting services to the Company." (Doc.Wednesday said its internal investigation of stock option grant practices found no issues of backdating or improper actions. Petersburg, Fla., electronics manufacturing services provider also disclosed the Securities and Exchange Commission is conducting an informal probe of the matter following media reports that the company backdated options. 73) for failure to state a claim pursuant to Rule 12(b)(6), Federal Rules of Civil Procedure, and failure to satisfy the pleading requirement of Rule 9(b), Federal Rules of Civil Procedure, and the Private Securities Litigation Reform Act of 1995 ("PSLRA"). 57), Laborers Pension Trust Fund for Northern California ("Laborers") and Pension Trust Fund for Operating Engineers ("Pension") bring this action on behalf of themselves and a putative class of other persons and entities (collectively, the "plaintiffs"), who purchased Jabil publicly traded securities from September 19, 2001, through December 21, 2006, (the "class period"). 73, ¶¶ 1, 51) The plaintiffs allegedly suffered financial loss as a result of the defendants' Exchange Act violations. Petersburg, Florida, Jabil provides "design, production and product management services" to electronics and technology companies. 73, ¶ 3) Each individual defendant held a directorship or officership at Jabil for all or part of the class period. 73, ¶ 120) The complaint specifies each offending statement and identifies when and where each statement was issued. In other words, a plaintiff must allege who conveyed what specific information to which analyst or journalist and when this occurred.APB 25 would require the recording of a compensation expense only if Jabil had issued backdated options. According to a Market Watch article, at a May 4, 2006, analyst event at Jabil's headquarters "Main said that there was `absolutely no backdating' of stock options that either he, or other Jabil executives, received between 19." (Doc. Petersburg Times article, Main also stated that the timing of the stock option grants was a matter of chance and that "[t]he math is right" but "[t]he conclusions are wrong." (Doc. 1998) ("Vague statements of opinion are not actionable under the federal securities laws because they are considered immaterial and discounted by the market as mere `puffing.'"). 73, ¶ 184) The defendants further stated during the conference call that "`the instrumentation and medical sector would increase by 10% in the third quarter, reflecting the ongoing growth of assemblies within this sector across multiple customers.'" (Doc.As previously established, however, the complaint fails to adequately allege backdating. "A company may be held liable for statements made to analysts that reach the market, where the plaintiff alleges entanglement between the [c]ompany's executives and the analysts." , 977 F. 73, ¶ 169) Although in this instance the plaintiffs identify which defendant conveyed what specific information to which news outlet and when, the plaintiffs fail to adequately allege backdating and, consequently, fail to allege adequately the falsity of the statement. I guess this is part of being a successful, big company. 73, ¶ 169 (alteration in original)) According to an article in The Tampa Tribune, Raymund stated, "We've always done everything exactly according to procedure and with transparency, and there's no reason to change. Moreover, the plaintiffs fail to plead exactly why each statement is false and misleading. 73, ¶ 180) The plaintiffs fail to explain exactly why each statement is false and misleading. 73, ¶ 185) The plaintiffs do not argue that the statements are false. only if a reasonable person would deem the inference of scienter cogent and at least as compelling as any opposing inference one could draw from the facts alleged." The plaintiffs' scienter allegations relate to the defendants' (1) knowledge of non-public information, (2) financial benefit, (3) committee membership, (4) GAAP violation, and (5) confidential witnesses.

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