In re China North East Petroleum Holdings Ltd. Sec. Litig., a shareholder complaint against China North East Petroleum Holdings Ltd., (NEP), has been dismissed by the U.S. District Court for the Southern District of New York. The court found that the plaintiffs had not sustained economic losses because of the alleged misrepresentations made by the company. Judge Miriam Goldman Cedarbaum said that this was enough grounds for dismissal.
This is the first shareholder lawsuit dismissed against a U.S.-listed Chinese reverse merger company. An attorney for China North says the case outcome is a reaffirmation that despite “innuendo,” many of these companies are legitimate and have every right to be part of the US markets.
Meantime, the attorney for lead plaintiff Acticon AG, in disagreeing with the Court’s ruling, that the decision rested on issues not connected to the sufficiency of allegations of Defendants’ fraudulent misconduct but on whether the plaintiff sustained damages. He believes that the Court misapplied Dura Pharmaceuticals in holding that a short term recovery of the share price after the class period can negate a claim that a Plaintiff sustained economic loss.
Acticon filed its putative class action against China North last year contending that the company had overstated oil reserves and reported earnings (by over $36 million) and failed to account for significant losses. It was just in February 2010 that the company announced that people should not rely on its financial statements for the year ending Dec. 31, 2008 and the first three quarters 2009. Following that announcement, there were numerous director and executive resignations and replacements made.
Per the shareholder lawsuit, Acticon bought about $60,000 China North shares during the class period of 5/15/08-5/26/10 in a number of installments. The court said that Acticon kept the shares for months even though it could have sold them and even after there had been a final allegedly corrective disclosure that was put out in September of last year. It also said that a plaintiff that decides to not take the opportunity to sell at a profit after a corrective disclosure cannot later say that the disclosure caused the later loss of devaluation. For example, Acticon didn’t sell after a 12-day period when China North’s shares closed higher than the average price that it had paid for the shares.
There has recently been an increase in federal securities lawsuits filed against companies with significant operations in the People’s Republic of China that can be found on US Exchanges. The Securities and Exchange Commission also has identified substantial accounting irregularities among these companies, which have applied the reverse merger strategy to join the US markets.
Court Ruling First to Dismiss Investor Suit Against PRC-Based Reverse Merger Company, BNA, October 17, 2011
Victory in fraud lawsuit for Chinese company, China Daily, October 27, 2011
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