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FOSBRE v. LAS VEGAS SANDS CORP., 2:10-cv-00765-APG-GWF (Consolidated). (2016)

Court: District Court, D. Nevada Number: infdco20161025a02 Visitors: 4
Filed: Sep. 01, 2016
Latest Update: Sep. 01, 2016
Summary: STIPULATION AND ORDER REGARDING CLASS NOTICE PROCEDURES ANDREW P. GORDON , District Judge . IT IS HEREBY STIPULATED by the parties, through their undersigned counsel, that, subject to the Court's approval: 1. On June 15, 2015, the Court certified this action as a class action under Rule 23 of the Federal Rules of Civil Procedure. 2. The Class consists of: All persons or entities who purchased or otherwise acquired the common stock of Las Vegas Sands Corp. ("LVS" or the "Company") from
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STIPULATION AND ORDER REGARDING CLASS NOTICE PROCEDURES

IT IS HEREBY STIPULATED by the parties, through their undersigned counsel, that, subject to the Court's approval:

1. On June 15, 2015, the Court certified this action as a class action under Rule 23 of the Federal Rules of Civil Procedure.

2. The Class consists of:

All persons or entities who purchased or otherwise acquired the common stock of Las Vegas Sands Corp. ("LVS" or the "Company") from August 2, 2007 through November 5, 2008, inclusive (the "Class Period") who were damaged by the Defendants' alleged misconduct. Excluded from the Class are defendants, the officers and directors of the Company at all relevant times, members of defendants' immediate families and their legal representatives, heirs, successors or assigns and any entity in which defendants have or had a controlling interest.

3. The proposed procedures for giving notice to the Class comply with the requirements of due process and with Rule 23 of the Federal Rules of Civil Procedure and constitute the best notice practicable under the circumstances.

4. The firm of Gilardi & Co. LLC ("Notice Administrator") is appointed and authorized to supervise and administer the notice procedure.

5. Within 14 business days after the Court's approval and entry of this Order, Las Vegas Sands Corp. ("LVS") shall instruct its securities transfer agent to produce to the Notice Administrator a list, in electronic form, of all persons who purchased or otherwise acquired LVS common stock during the Class Period (the "Transfer List").

6. Within 15 days of its receipt of LVS's Transfer List, the Notice Administrator shall send copies of the "Notice," in the form attached hereto as Exhibit A, to brokers and nominees on the Notice Administrator's list of such brokers and nominees that commonly hold securities for the benefit of investors, as well as any other persons or entities identified on the Transfer List, along with a copy of this Order, and within 20 days of their receipt of the Notice, said brokers and nominees shall identify for the Notice Administrator all beneficial owners who meet the above definition of the Class ("Beneficial Owners List").

7. Within 15 days of its receipt of the Transfer List and the Beneficial Owners List, the Notice Administrator shall send by first class United States mail the Notice to each purchaser or beneficial owner identified on the Transfer List or Beneficial Owners List (the "Notice Date").

8. Within 15 days after entry of this Order, the Notice Administrator shall: (1) cause the Summary Notice, substantially in the form attached hereto as Exhibit B, to be published on one occasion in the national edition of Investor's Business Daily, which will give those who did not receive such Notice an opportunity to request it and to protect their rights in this action; and (2) cause the Notice to be posted to the Notice Administrator's case website.

9. The Notice shall provide an address for the purpose of receiving requests for exclusion from the Class and requests for additional copies of the Notice from, inter alia, nominee purchasers of LVS common stock. The Notice Administrator shall identify and number all exclusion requests received and create images of those requests for counsel for plaintiffs and defendants. The Notice Administrator shall provide via email weekly reports of exclusion requests received to counsel for plaintiffs and defendants, as set forth below:

Counsel for Plaintiffs: Counsel for Las Vegas Sands Corp. and Sheldon G. Adelson: Spencer A. Burkholz ROBBINS GELLER RUDMAN Walter C. Carlson & DOWD LLP SIDLEY AUSTIN LLP SpenceB@rgrdlaw.com wearlson@sidley.com Counsel for William P. Weidner: William Sullivan PAUL HASTINGS LLP williamsullivan@paulhastings.com

The Notice Administrator will maintain original requests in its files.

10. The requests for exclusion from the Class shall be made by submitting a written request for exclusion as set forth in the Notice and shall be postmarked within 45 days after the Notice Date.

11. Within 15 days following the deadline for requesting exclusion, the Notice Administrator shall submit a declaration setting forth its notification efforts and summarizing the exclusion requests that it received.

12. Within 15 days following the deadline for requesting exclusion, plaintiffs' counsel shall file all such requests for exclusion.

13. The costs of the notice process shall be borne by plaintiffs and/or their counsel, and not by defendants.

DATED: August 26, 2016 ROBBINS GELLER RUDMAN & DOWD LLP SPENCER A. BURKHOLZ STEVEN W. PEPICH ERIC I. NIEHAUS CHRISTOPHER D. STEWART s/ CHRISTOPHER D. STEWART CHRISTOPHER D. STEWART 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax) Lead Counsel for Lead Plaintiffs Pompano Beach Police & Firefighters' Retirement System and Alaska Electrical Pension Fund and the Class THE O'MARA LAW FIRM, P.C. DAVID C. O'MARA (Nevada Bar No. 8599) 311 East Liberty Street Reno, NV 89501 Telephone: 775/323-1321 775/323-4082 (fax) IT IS SO ORDERED. Liaison Counsel for Lead Plaintiffs Pompano Beach Police & Firefighters' Retirement System and Alaska Electrical Pension Fund and the Class ______________________________ United States District Judge Dated: September 1, 2016. SUGARMAN & SUSSKIND ROBERT SUGARMAN 100 Miracle Mile, Suite 300 Coral Gables, FL 33134 Telephone: 305/529-2801 305/447-8115 (fax) Additional Counsel for Lead Plaintiff Pompano Beach Police & Firefighters' Retirement System DATED: August 26, 2016 SIDLEY AUSTIN LLP WALTER C. CARLSON JAMES W. DUCAYET COURTNEY A. HOFFMANN s/ WALTER C. CARLSON w/permission WALTER C. CARLSON One South Dearborn Chicago, IL 60603 Telephone: 312/853-7000 312/853-7036 (fax) Attorneys for Defendants Las Vegas Sands Corp. and Sheldon G. Adelson DATED: August 26, 2016 PAUL HASTINGS LLP WILLIAM F. SULLIVAN D. SCOTT CARLTON SARAH KELLY-KILGORE s/ D. SCOTT CARLTON w/permission D. SCOTT CARLTON 515 South Flower Street, 25th Floor Los Angeles, CA 90071 Telephone: 213/683-6000 213/627-0705 (fax) Attorneys for Defendants William Weidner

EXHIBIT A

NOTICE OF PENDENCY OF CLASS ACTION

THE O'MARA LAW FIRM, P.C. DAVID C. O'MARA Nevada Bar No. 8599 311 East Liberty Street Reno, NV 89501 Telephone: 775/323-1321 775/323-4082 (fax) david@omaralaw.net Liaison Counsel for Lead Plaintiffs Pompano Beach Police & Firefighters' Retirement System and Alaska Electrical Pension Fund and the Class UNITED STATES DISTRICT COURT DISTRICT OF NEVADA FRANK J. FOSBRE, JR., et al., ) No. 2:10-cv-00765-APG-GWF ) (Consolidated) Plaintiffs, ) ) CLASS ACTION vs. ) ) NOTICE OF PENDENCY OF CLASS LAS VEGAS SANDS CORP., et al., ) ACTION (EXHIBIT A) ) Defendants. ) )

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK OF LAS VEGAS SANDS CORP. DURING THE PERIOD FROM AUGUST 2, 2007, THROUGH AND INCLUDING NOVEMBER 5, 2008:

This Notice is given pursuant to Rule 23 of the Federal Rules of Civil Procedure and an order of the United States District Court for the District of Nevada (the "Court"). The purpose of this Notice is to inform you of the pendency of this lawsuit, how it might affect your rights and what steps you may take in relation to it. This Notice is not an expression of any opinion by the Court as to the merits of any of the claims or defenses asserted by any party in this litigation.

A plaintiff class (the "Class") has been certified by the Court pursuant to Rule 23 consisting of all persons or entities who purchased or otherwise acquired the common stock of Las Vegas Sands Corp. ("LVS" or the "Company") from August 2, 2007 through November 5, 2008, inclusive (the "Class Period") who were damaged by the Defendants' alleged misconduct. Excluded from the Class are Defendants, the officers and directors of the Company at all relevant times, members of Defendants' immediate families and their legal representatives, heirs, successors or assigns and any entity in which Defendants have or had a controlling interest.

If you or someone acting on your behalf purchased or otherwise acquired LVS common stock during the Class Period, you may be a member of the Class. You may be entitled to participate in any benefits that may eventually be obtained for the Class as a result of this lawsuit.

This Notice provides a summary of the lawsuit, describes who is eligible to be included in the Class and the effect of participating in this class action, and explains how to request exclusion from the Class.

I. DESCRIPTION OF THE LAWSUIT

This is a securities class action against LVS and certain LVS executives (the "Defendants") for alleged violations of the federal securities laws during the Class Period.

LVS is a global developer and operator of destination properties, casinos and resorts. Throughout the Class Period, LVS common stock traded on the New York Stock Exchange under the ticker symbol "LVS."

The Second Amended Class Action Complaint for Violations of the Federal Securities Laws (the "Complaint"), filed on September 7, 2012, alleges that the Defendants violated the Securities Exchange Act of 1934. The Complaint alleges that the Defendants violated the federal securities laws by making false and misleading statements and omissions during the Class Period regarding the Company's financial condition and its global development projects that artificially inflated the price of LVS common stock. The Complaint further alleges that as the truth regarding Defendants' allegedly false or misleading statements and omissions was revealed, artificial inflation was removed from the price of LVS common stock, causing the share price to drop and damaging members of the Class. The Lead Plaintiffs seek to recover money damages for members of the Class.

The Defendants vigorously deny the Complaint's allegations and deny that they did anything wrong. They assert that none of the Defendants made any misleading statements or omissions, and that they disclosed all information required to be disclosed by the federal securities laws. The Defendants also contend that LVS's stock price declined for reasons other than the alleged false or misleading statements, including due to the global economic crisis in fall 2008 and other market and industry conditions. The Defendants filed answers to the Complaint on December 12, 2013, denying the allegations and asserting multiple defenses.

The case is presently pending before United States District Judge Andrew P. Gordon and is styled Fosbre v. Las Vegas Sands Corp., et al., No. 2:10-cv-00765-APG-GWF (D. Nev.) (the "Litigation"). On August 31, 2010, the Court appointed Pompano Beach Police & Firefighters' Retirement System and Alaska Electrical Pension Fund as "Lead Plaintiffs" pursuant to the requirements of the Private Securities Litigation Reform Act of 1995. The Court has expressed no view on the merits of this lawsuit. By certifying the Class and authorizing this Notice, the Court is not expressing a view on the merits. Litigation is ongoing. The Defendants' Motions for Summary Judgment are currently pending before the Court.

Copies of the pleadings, orders and other documents filed in this Litigation may be examined and copied at any time during regular office hours at the office of the clerk of the Court, United States District Court for the District of Nevada, Lloyd D. George U.S. Courthouse, 333 S. Las Vegas Blvd., Las Vegas, NV 89101.

II. CLASS DEFINITION

On June 15, 2015, the Court entered an order pursuant to Rule 23 certifying a Class and appointing Lead Plaintiffs as Class Representatives. The Class is defined as follows:

All persons or entities who purchased or otherwise acquired the common stock of Las Vegas Sands Corp. ("LVS" or the "Company") from August 2, 2007 through November 5, 2008, inclusive (the "Class Period") who were damaged by the Defendants' alleged misconduct. Excluded from the Class are defendants, the officers and directors of the Company at all relevant times, members of defendants' immediate families and their legal representatives, heirs, successors or assigns and any entity in which defendants have or had a controlling interest.

III. RIGHTS OF CLASS MEMBER

A. Remaining a Class Member

This Notice is sent to you in the belief that you may be a Class member in this Litigation; mere receipt of the Notice, however, should not be construed to indicate that a determination has been made that you are a member of the Class. To remain a Class member, you are not required to do anything, at this time. If you remain a Class member, you will be bound by any judgment in this Litigation, whether it is favorable or unfavorable, and there may be additional proceedings in order to demonstrate your right to any recovery. If you choose to remain a Class member, you may not pursue a lawsuit on your own with regard to any of the claims asserted or issues decided in this Litigation. As a Class member, you will be represented by Class Counsel (see § V). You will not be charged a fee for the services of Class Counsel. If the case results in a recovery, however, Class Counsel will apply to the Court to be paid some portion of whatever they recover for you and other Class members. The amount of any fee and expense award will ultimately be determined by the Court. You may also enter an appearance in this case through counsel of your own choosing and at your own expense, if you so desire.

B. Exclusion from the Class

If you want to be excluded from the Class, you must state your request in writing (including your full name and address) and sign your name. If you are signing on behalf of a Class member (such as an estate, corporation or partnership), please indicate your full name and the basis of your authority. Your request for exclusion must be mailed to:

Las Vegas Sands Securities Litigation Notice Administrator c/o Gilardi & Co. LLC Post Office Box 8040 San Rafael, CA 94912-8040

To be effective, your request for exclusion must be signed by you, state that you wish to be excluded, set forth your full name and address and be postmarked no later than November 30, 2016. Facsimile and email requests for exclusion are not acceptable. Requests for exclusion that do not comply with the above requirements will be invalid, and you will not be excluded from the Class.

If you properly exclude yourself from the Class, you will not be bound by any judgment in this Litigation, and you will also not be entitled to share any recovery that may result from it. If you properly request exclusion, you may not be able to assert individual claims against the Defendants, as such individual claims may be time-barred. It will be for you to decide whether to pursue any individual lawsuit, claim or remedy that you may have, at your own expense.

Do not request exclusion if you wish to be a Class member in this lawsuit.

IV. SECURITIES BROKERS AND NOMINEES

Nominees who purchased or otherwise acquired LVS common stock during the Class Period for the beneficial ownership of another are requested to send this Notice to all such beneficial owners no later than twenty days after receipt of this Notice. Additional copies of this Notice will be provided to such nominees upon written request sent to:

Las Vegas Sands Securities Litigation Notice Administrator c/o Gilardi & Co. LLC Post Office Box 8040 San Rafael, CA 94912-8040

In the alternative, nominees are requested to send a list of the names and addresses of such beneficial owners to Gilardi & Co. LLC at the above address no later than twenty days after receipt of this Notice. Gilardi & Co. LLC will thereafter mail copies of this Notice directly to all such beneficial owners. Plaintiffs' counsel offers to prepay the reasonable costs of preparing a list of the names and addresses of such beneficial owners or of forwarding this Notice to beneficial owners in those cases where a nominee elects to forward notice, rather than provide a list of names and addresses to Gilardi & Co. LLC.

V. CLASS COUNSEL

The Court approved the Lead Plaintiffs' choice of the law firm of Robbins Geller Rudman & Dowd LLP as Lead Counsel for the Class. If you have any questions concerning the matter raised in this Notice, you may address them in writing to the address below or by telephone:

Spencer A. Burkholz Robbins Geller Rudman & Dowd LLP 655 West Broadway, Suite 1900 San Diego, CA 92101 1-800-449-4900

VI. NOTICE ADMINISTRATOR

If you have any corrections or changes of name or address, you may address them in writing to:

Las Vegas Sands Securities Litigation Notice Administrator c/o Gilardi & Co. LLC Post Office Box 8040 San Rafael, CA 94912-8040 1-800-654-5763

PLEASE DO NOT TELEPHONE OR CONTACT THE COURT OR CLERK OF THE COURT REGARDING THIS NOTICE.

EXHIBIT B SUMMARY NOTICE OF PENDENCY OF CLASS ACTION

THE O'MARA LAW FIRM, P.C. DAVID C. O'MARA Nevada Bar No. 8599 311 East Liberty Street Reno, NV 89501 Telephone: 775/323-1321 775/323-4082 (fax) david@omaralaw.net Liaison Counsel for Lead Plaintiffs Pompano Beach Police & Firefighters' Retirement System and Alaska Electrical Pension Fund and the Class UNITED STATES DISTRICT COURT DISTRICT OF NEVADA FRANK J. FOSBRE, JR., et al., ) No. 2:10-cv-00765-APG-GWF ) (Consolidated) Plaintiffs, ) ) CLASS ACTION vs. ) ) SUMMARY NOTICE OF PENDENCY OF LAS VEGAS SANDS CORP., et al., ) CLASS ACTION (EXHIBIT B) ) Defendants. ) )

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK OF LAS VEGAS SANDS CORP. DURING THE PERIOD FROM AUGUST 2, 2007, THROUGH AND INCLUDING NOVEMBER 5, 2008:

This Summary Notice is given pursuant to Rule 23 of the Federal Rules of Civil Procedure and an order of the United States District Court for the District of Nevada (the "Court"). The purpose of this Summary Notice is to inform you of the pendency of this lawsuit, how it might affect your rights and what steps you may take in relation to it. This Summary Notice is not an expression of any opinion by the Court as to the merits of any of the claims or defenses asserted by any party in this litigation.

A plaintiff class (the "Class") has been certified by the Court pursuant to Rule 23 consisting of all persons or entities who purchased or otherwise acquired the common stock of Las Vegas Sands Corp. ("LVS" or the "Company") from August 2, 2007 through November 5, 2008, inclusive (the "Class Period") who were damaged by the Defendants' alleged misconduct. Excluded from the Class are Defendants, the officers and directors of the Company at all relevant times, members of Defendants' immediate families and their legal representatives, heirs, successors or assigns and any entity in which the Defendants have or had a controlling interest. The Defendants vigorously deny the allegations against them and deny that they did anything wrong. The Court has expressed no view on the merits of this lawsuit.

If you or someone acting on your behalf purchased or otherwise acquired LVS common stock during the Class Period, you may be a member of the Class. You may be entitled to participate in any benefits that may eventually be obtained from the Class as a result of this lawsuit.

I. RIGHTS OF CLASS MEMBER

To remain a Class member, you are not required to do anything. If you remain a Class member, you will be bound by any judgment in this Litigation, whether it is favorable or unfavorable, and there may be additional proceedings in order to demonstrate your right to any recovery. If you choose to remain a Class member, you may not pursue a lawsuit on your own with regard to any of the claims asserted or issues decided in this Litigation. As a Class member, you will be represented by Class Counsel (see § II.). You will not be charged a fee for the services of Class Counsel. If the case results in a recovery, however, Class Counsel will apply to the Court to be paid some portion of whatever they recover for you and other Class members. The amount of any fee and expense award will ultimately be determined by the Court. You may also enter an appearance in this case through counsel of your own choosing and at your own expense, if you so desire.

If you want to be excluded from the Class, you must state your request in writing (including your full name and address) and sign your name. If you are signing on behalf of a Class member (such as an estate, corporation or partnership), please indicate your full name and the basis of your authority. Your request for exclusion must be mailed to:

Las Vegas Sands Securities Litigation Notice Administrator c/o Gilardi & Co. LLC Post Office Box 8040 San Rafael, CA 94912-8040

To be effective, your request for exclusion must be signed by you, state that you wish to be excluded, set forth your full name and address and be postmarked no later than November 30, 2016. Facsimile and email requests for exclusion are not acceptable. Requests for exclusion that do not comply with the above requirements will be invalid, and you will not be excluded from the Class.

If you properly exclude yourself from the Class, you will not be bound by any judgment in this Litigation, and you will also not be entitled to share any recovery that may result from it. If you properly request exclusion, you may not be able to assert individual claims against the Defendants, as such individual claims may be time-barred. It will be for you to decide whether to pursue any individual lawsuit, claim or remedy that you may have, at your own expense.

Do not request exclusion if you wish to be a Class member in this lawsuit.

II. CLASS COUNSEL

The Court approved the Lead Plaintiffs' choice of the law firm of Robbins Geller Rudman & Dowd LLP as Lead Counsel for the Class. If you have any questions concerning the matter raised in this Summary Notice, you may address them in writing to the address below or by telephone:

Spencer A. Burkholz Robbins Geller Rudman & Dowd LLP 655 West Broadway, Suite 1900 San Diego, CA 92101 1-800-449-4900

PLEASE DO NOT TELEPHONE OR CONTACT THE COURT OR CLERK OF THE COURT REGARDING THIS SUMMARY NOTICE.

THIS IS ONLY A SUMMARY NOTICE. IF YOU BELIEVE YOU MAY BE A MEMBER OF THE CLASS AND YOU HAVE NOT RECEIVED NOTICE OF THIS LAWSUIT DIRECTLY, PLEASE CONTACT GILARDI & CO. LLC BY CALLING 1-800-654-5763.

Source:  Leagle

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