Lead Plaintiff's Memorandum of Law in Opposition to Defendants'

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NASD Manual Conduct Rule 2210 ................................................85 LEGISLATIVE HISTORY H.R. No. 104-369 (1995) .......................................................33 S. Rep. No. 104-98 (1995) ......................................................32 S. Rep. No. 107-205 (2002) .....................................................79 xiv
Alan G. Hevesi, Comptroller of the State of New York, as Administrative Head of the New York State and Local Retirement Systems and as Trustee of the New York State Common Retirement Fund (the “NYSCRF” or “Lead Plaintiff”), respectfully submits this memorandum of law in opposition to the motions to dismiss filed by Defendants Salomon Smith Barney Inc. (“Salomon”), Banc of America Securities LLC, Deutsche Bank Alex. Brown Inc. (n/k/a Deutsche Bank Securities, Inc.), Chase Securities Inc. (n/k/a J.P. Morgan Securities Inc.), Lehman Brothers Inc., Blaylock & Partners, L.P., Credit Suisse First Boston Corporation, Goldman, Sachs & Co., UBS Warburg LLC, ABN AMRO Incorporated, Utendahl Capital Partners, L.P., BNP Paribas Securities Corp., Fleet Securities, Inc. and J.P. Morgan Chase & Co. (together, the “Underwriter Defendants”); 1 Citigroup, Inc., Salomon and Jack Grubman (together, the “Salomon Defendants”); Clifford Alexander, Jr., James Allen, Judith Areen, Carl Aycock, Max Bobbitt, Francesco Galesi, Stiles Kellett, Jr., Gordon Macklin, John Porter, Bert Roberts, Jr., John Sidgmore, and Lawrence Tucker (together, the “Director Defendants”); Arthur Andersen LLP (“Andersen”) and Melvin Dick (“Dick”) (together, the “Andersen Defendants”); 2 and Bernard Ebbers. 3 1 Lead Plaintiff is in the process of serving four non-moving underwriters named in its complaint -- Caboto Holding SIM S.p.A., Mizuho International plc, Tokyo-Mitsubishi International plc, and Westdeutsche Landesbank Girozentrale (n/k/a WestLB AG) -- through the Hague Convention. Counsel for the Underwriter Defendants have indicated that they have asked these Defendants for permission to accept service on their behalf. 2 Lead Plaintiff has yet to locate and serve former Andersen partner Mark Schoppet, and Andersen’s counsel has refused to accept service on this Defendant’s behalf. Counsel for Defendants Arthur Andersen UK and Andersen Worldwide SC have recently accepted service and requested extensions of their time to respond to the complaint. The NYSCRF agreed to those requests, and the parties will submit a proposed briefing schedule to the Court shortly. 3 On December 5, 2002, the Court granted the motions of Defendants Scott Sullivan and David Myers for a stay of further proceedings against them in both this litigation and the parallel WorldCom ERISA litigation until the criminal charges pending against them in this District have been
Page 1 and 2: UNITED STATES DISTRICT COURT SOUTHE
Page 3 and 4: TABLE OF CONTENTS TABLE OF AUTHORIT
Page 5 and 6: POINT III .........................
Page 7 and 8: Capri v. Murphy, 856 F.2d 473 (2d C
Page 9 and 10: Admin. Proc. File No. 3-4390, 1975
Page 11 and 12: 143 F. Supp. 2d 304 (S.D.N.Y. 2001)
Page 13 and 14: Milman v. Box Hill Sys. Corp., 192
Page 15: Taylor v. Vermont Dept. of Educ., 3
Page 19 and 20: arguments withstands scrutiny. They
Page 21 and 22: Asset Management, Inc. (“HGK”)
Page 23 and 24: WorldCom’s stock and bonds. Moreo
Page 25 and 26: illion. 5. 6 The accounting fraud,
Page 27 and 28: method of committing financial frau
Page 29 and 30: ampant “internal chicanery and co
Page 31 and 32: would have seen billions of dollars
Page 33 and 34: esponsibilities to investors. By th
Page 35 and 36: even went so far as to ridicule inv
Page 37 and 38: million. 228. Salomon often alloca
Page 39 and 40: could of WorldCom, he never informe
Page 41 and 42: e-mail admitted that he maintained
Page 43 and 44: (Count IV). The Complaint also alle
Page 45 and 46: various of the Underwriter Defendan
Page 47 and 48: ought on behalf of other class memb
Page 49 and 50: Complaint filed by the NYSCRF -- as
Page 51 and 52: The Underwriter Defendants assert t
Page 53 and 54: The plain language of Section 11 es
Page 55 and 56: Retirement Income Security Act (“
Page 57 and 58: inconsistent with the overall purpo
Page 59 and 60: Pollack v. Laidlaw Hold., Inc., No.
Page 61 and 62: POINT II THE COMPLAINT STATES CLAIM
Page 63 and 64: omitted); see also Cromer Finance,
Page 65 and 66: his hand-picked CFO, then ordered t
Page 67 and 68:
In addition, Ebbers contends that t
Page 69 and 70:
much in charge and knowledgeable ab
Page 71 and 72:
Ebbers’ motive to artificially in
Page 73 and 74:
they specifically made. For example
Page 75 and 76:
public statements, (b) failed to re
Page 77 and 78:
Exchange and the National Associati
Page 79 and 80:
Similarly, the Complaint alleges sc
Page 81 and 82:
Tex. 2002). Significantly, each of
Page 83 and 84:
For all these reasons, the fraud cl
Page 85 and 86:
Further, the Complaint provides gre
Page 87 and 88:
the other hand, when tidal waves of
Page 89 and 90:
See Complete Mgmt. Inc. Sec. Litig.
Page 91 and 92:
exerted” by U.S. senior finance m
Page 93 and 94:
discredited this hypothesis. The ra
Page 95 and 96:
statements for the Offerings or in
Page 97 and 98:
ecommended violated anti-fraud prov
Page 99 and 100:
y failing to disclose to his custom
Page 101 and 102:
at the time the reports were issued
Page 103 and 104:
2. Grubman’s Buy Recommendations
Page 105 and 106:
continue to pursue the acquisitions
Page 107 and 108:
allegations that establish that the
Page 109 and 110:
facts, if taken as true, are certai
Page 111 and 112:
4. The Complaint Adequately Alleges
Page 113 and 114:
the stock. To the extent that the d
Page 115 and 116:
conflicts of interest between Salom
Page 117 and 118:
allege loss causation. 2000 WL 6406
Page 119 and 120:
In Jacobs v. Coopers & Lybrand, L.L
Page 121 and 122:
issued in connection with the Offer
Page 123 and 124:
settled principle of law that direc
Page 125:
Named Plaintiffs’ Counsel: BERMAN
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Lead Plaintiff's Memorandum of Law in Opposition to Defendants'

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