Bear Stearns Companies, Inc. Securities, Derivative, And Erisa Litigation | Motion to Dismiss Securities Fraud Complaint is Denied

Judge Sweet’s 400 page decision in In re Bear Stearns Companies, Inc. takes us through the collapse of Bear Stearns from three perspectives: a Securities Fraud Complaint against Bear and its accountants, a Derivative Complaint brought by former Bear shareholders who became shareholders of JP Morgan Chase when it acquired Bear in May 30, 2008, and an ERISA complaint by Bear employees for losses in their retirement accounts.


In the fateful Spring of 2008, Bear’s common stock lost in excess of $19.8 billion in market capitalization when the scope of Bear’s investment in subprime and other “toxic” assets was revealed publicly. Bear’s total demise was averted only when it was acquired by JPMorgan at the feeble price of $10 a share. Yet, big losses don’t always add up to successful cases. Judge Sweet allowed the Securities Fraud Complaint to proceed, but he dismissed the Derivative and ERISA Complaints.

One post can’t capture the entire decision, but here’s some flavor:

The Securities Complaint: Judge Sweet rejected Bear’s defense that the complaint was a “classic fraud by hindsight case” which simply alleged “that Bear did not predict the impact of the subprime mortgage crisis.” He identifies misconduct by Bear’s senior officers and directors that was integral to Bear’s decline, and finds that the “competing inference of market implosion has not been demonstrated to overcome the strong inference of scienter developed by Plaintiffs.” That intentional misconduct included the inflation of asset values, the overestimation of Bear’s risk management protocols, the understatement of losses, and the misleading denial of a liquidity crisis. Judge Sweet gave short shrift to Bear’s claim that it disclosed the financial risks it faced in various public filings: “to caution that it is only possible for the unfavorable events to happen when they have already occurred is deceit.”

Judge Sweet also allowed securities fraud claims against Deloitte based on the allegation that Deloitte’s audits of Bear “ were so deficient that the audit[s] amounted to no audit at all …” The opinion includes the Court’s acerbic observation that although Deloitte certified Bear’s financials in 2006 and 2007 without discovering Bear’s true financial condition, “JPMorgan discovered in the course of one weekend the overvaluation of assets and underestimation of risk exposure in Bear Stearns’ financial statements.”

400 page opinion below…

In Re Bear Stearns Companies, Inc. Securities, Derivative, And Erisa Litigation