United States District Court, D. New Jersey
BUCKS COUNTY EMPLOYEES RETIREMENT FUND, Individually and on Behalf of All Others Similarly Situated, Plaintiff,
NEWELL BRANDS, INC., et al., Defendants. MATTHEW BARNETT, Individually and on Behalf of All Others Similarly Situated, Plaintiff,
NEWELL BRANDS, INC., et al. Defendants.
OPINION & ORDER
Michael Vazquez, U.S.D.J..
matter comes before the Court by way multiple motions to
appoint lead plaintiff and class counsel, in addition to
motions to consolidate. D.E. 5, 6, 7, 8, 9, 10 in Civ. No
18-10878; D.E. 3, 4, 5 in Civ. No. 18-11132. The Court
reviewed the submissions made in support and in opposition,
and considered the motions without oral argument pursuant to
Federal Rule of Civil Procedure 78(b) and Local Civil Rule
78.1(b). For the reasons stated below, the motion filed by
Plaintiff Hampshire County Council Pension Fund
("Hampshire"), D.E. 5 in Civ. No. 18-10878, is
GRANTED. The remaining motions, D.E. 6, 7,
8, 9, 10 in Civ. No. 18-10878 and D.E. 3, 4, 5 in Civ. No.
18-11132 are DENIED.
21, 2018, Plaintiff Bucks County Employees Retirement Fund
filed a class action complaint alleging violations of the
Securities Exchange Act of 1934 (the "1934 Act").
Bucks County alleged that Defendant Newell Brands, Inc.
("Newell Brands") and certain of its officers made
false and misleading statements about Newell Brands'
financial performance and that Newell Brands artificially
inflated its stock price. Bucks County brought suit on behalf
of all persons or entities who purchased Newell Brands common
stock between February 6, 2017 and January 24, 2018. Bucks
County Compl. ¶ 1, D.E. 1, No. 18-10878. On June 27,
2018, Plaintiff Matthew Barnett also filed a class action
complaint that asserted the same allegations against the same
Defendants. Barnett Compl. ¶ 1, No. 18-11132.
August 20, 2018, six separate motions were filed in the Bucks
County case and three were filed in the Barnett matter; each
sought to consolidate the two cases as well as appoint a lead
plaintiff and class counsel. D.E. 5, 6, 7, 8, 9, 10 in Civ.
No. 18-10878; D.E. 3, 4, 5 in Civ. No. 18-11132. By September
10, 2018, however, every movant except Hampshire had
withdrawn its motion or filed a notice of non-opposition to
Hampshire's motion. D.E. 13, 14, 16, 20, 21 in Civ. No.
18-10878; D.E. 6, 7, 11 in Civ. No. 18-11132.
Private Securities Litigation Reform Act ("PSLRA")
provides that "[i]f more than one action on behalf of a
class asserting substantially the same claim or claims
arising under this chapter has been filed," a court must
decide the motion to consolidate before appointing a lead
plaintiff. 15 U.S.C. § 78u-4(a)(3)(B)(ii). Accordingly,
the Court will address this issue first.
to Federal Rule of Civil Procedure 42(a), cases may be
consolidated if they involve "a common question of law
or fact." Here, the two suits at issue rely on the same
public statements and reports regarding Newell Brands'
alleged material misstatements and omissions, and both cases
assert claims arising out of § 10(b) (and the
corresponding Rule 10b-5) and § 20(a) of the 1934 Act
against the same Defendants. The two matters clearly involve
common questions of law and fact, and consolidation will
promote efficiency and avoid unnecessary costs or delay.
See, e.g., Garcia v. Intelligroup, Inc., No.
04-4980, 2015 WL 6074922, at *2 (D.NJ. Aug. 10, 2015)
(consolidating securities class actions because the cases
arose from the same set of facts, and "[e]ach of the
Related Actions [was] filed pursuant to various provisions of
the federal securities law, and name[d] the same or similar
defendants"). As a result, Hampshire's motion to
consolidate is GRANTED.
TO APPOINT LEAD PLAINTIFF
to the PSLRA, a court must "appoint as lead plaintiff
the member or members of the purported class that the Court
determines to be the most capable of adequately representing
the interests of the class members." 15 U.S.C. §
78u-4(a)(3)(B). Further, courts "adopt a presumption
that the most adequate plaintiff is the person or group of
persons that "has the largest financial interest in the
relief sought by the class; and otherwise satisfies the
requirements of Rule 23 of the Federal Rules of Civil
Procedure." Id. § 78u-4(a)(3)(B)(iii). In
deciding a motion to appoint a lead plaintiff, a court should
limit its inquiry to the typicality and adequacy prongs of
Rule 23(a), "and defer examination of the remaining
requirements until the Lead Plaintiff moves for class
certification." Sapir v. Averback, No. 14-7331,
2015 WL 858283, at *2 (D.NJ. Feb. 26, 2015)
(citingHoxworth v. Blinder, Robinson & Co., 980
F.2d 912, 924 (3d Cir. 1992)). The presumption may be
rebutted if the presumptively lead plaintiff "will not
fairly and adequately protect the interests of the class; or
is subject to unique defenses that render such plaintiff
incapable of adequately representing the class." 15
U.S.C. § 78u-4(a)(3)(B)(iv).
is the presumptive lead Plaintiff. Hampshire allegedly lost
$11, 041, 802 as a result of Defendants' material
misstatements and omissions. Hampshire maintains that this is
the largest known financial interest in the relief sought by
the class (Hampshire's Br. at 12), and no other party has
asserted that it suffered a comparable or greater loss.
See D.E. 22 in Civ. No. 18-10878. Moreover,
Hampshire also satisfies the requirements of Rule 23(a) based
on the information currently available. Namely, Hampshire,
like other members of the proposed class, seeks to recover
the losses it allegedly incurred as a result of
Defendants' misrepresentations and omissions. In
addition, given its substantial financial losses, it is
interested in vigorously pursuing the claims asserted against
Defendants. See Hampshire Br. at 12-14.
Consequently, Hampshire satisfies the typicality and adequacy
requirements of Rule 23(a). Finally, no party has made any
argument suggesting that Hampshire will not fairly and
adequately protect the class interests, or that it would be
subject to any unique defenses. Consequently, Hampshire's
motion to be appointed lead plaintiff is
TO APPOINT LEAP COUNSEL
PSLRA also states that "[t]he most adequate plaintiff
shall, subject to the approval of court, select and retain
counsel to represent the class." 15 U.S.C. §
78u-4(a)(3)(B)(v). In this instance, Hampshire has selected
and retained Barrack, Rodos & Bacine to serve as Lead
Counsel for the class. Hampshire's Br. at 15. Barrack,
Rodos & Bacine has extensive experience in prosecuting
complex class actions. Id. at 15-17. As a result,
Hampshire's motion to appoint lead counsel is