This is a securities class action against Defendants for alleged violations of the federal securities laws. Plaintiffs generally alleged that Defendants’ public disclosures during the Class Period concealed material facts concerning, among other things, General Electric Company's ("GE") reliance on intercompany factoring transactions to offset weaknesses in GE Power’s cash flows from operations during the relevant time period. Plaintiffs further alleged that the price of GE common stock was artificially inflated as a result of Defendants’ allegedly false and misleading statements, and declined when the truth was revealed through a series of partial corrective disclosures. Defendants deny all of the allegations of wrongdoing asserted in the Action and deny any liability whatsoever to any member of the Class.
The Action commenced on November 1, 2017, with the filing of the initial complaint in the Court, asserting violations of the federal securities laws against GE and certain of its executives.
Thereafter, in accordance with the Private Securities Litigation Reform Act of 1995 (“PSLRA”), notice to the public was issued stating the deadline by which putative class members could move the Court for lead plaintiff appointment. Several parties moved for lead plaintiff appointment. Following briefing on the motions, a motion to intervene, a motion to vacate the originally appointed lead plaintiff, and a re-opened lead plaintiff appointment process, the Court appointed AP7 as Lead Plaintiff and approved Sjunde AP-Fonden ("AP7")'s selection of Kessler Topaz Meltzer & Check, LLP ("Kessler Topaz") as Lead Counsel for the class on May 30, 2018.
On July 23, 2018, AP7, along with additional Plaintiff The Cleveland Bakers and Teamsters Pension Fund ("Cleveland Bakers"), filed the Third Amended Consolidated Class Action Complaint for Violations of the Federal Securities Laws (“Third Amended Complaint”). The Third Amended Complaint asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 promulgated thereunder, against GE, Jeffrey S. Bornstein, Jeffrey R. Immelt, Jamie S. Miller, Keith S. Sherin, Jan R. Hauser, and Richard A. Laxer, on behalf of investors that purchased or otherwise acquired GE common stock from February 27, 2013, through January 23, 2018, inclusive.
On September 12, 2018, defendants moved to dismiss the Third Amended Complaint. Plaintiffs opposed defendants’ motion on October 12, 2018, and Defendants filed a reply in further support of their motion on October 29, 2018.
Pursuant to Joint Stipulation, Plaintiffs filed the Fourth Amended Consolidated Class Action Complaint for Violations of the Federal Securities Laws on October 17, 2018 (“Fourth Amended Complaint”).
By Opinion and Order dated August 29, 2019, the Court granted in part and denied in part defendants’ motion to dismiss the Fourth Amended Complaint. By the same Opinion and Order, the Court granted Plaintiffs leave to amend.
On October 25, 2019, Plaintiffs filed the Fifth Amended Consolidated Class Action Complaint for Violations of the Federal Securities Laws (“Fifth Amended Complaint”). Defendants moved to dismiss the Fifth Amended Complaint on December 18, 2019. Plaintiffs opposed defendants’ motion on January 31, 2020, and defendants filed a reply in further support of their motion on February 28, 2020.
By Opinion and Order dated January 29, 2021, the Court granted in part and denied in part defendants’ motion to dismiss the Fifth Amended Complaint. Specifically, the Court denied the motion as to (1) Plaintiffs’ Section 10(b) and Rule 10b-5 claims concerning (a) factoring in GE’s 2016 Form 10-K and (b) GE’s failure to disclose factoring in its class period financial statements from 2015 on, against GE and Bornstein; and (2) Plaintiffs’ corresponding Section 20(a) control person claims against Bornstein. By its Opinion and Order, the Court dismissed the remainder of the Fifth Amended Complaint and dismissed Jeffrey R. Immelt, Jamie S. Miller, Keith S. Sherin, Jan R. Hauser, and Richard A. Laxer as defendants in the Action.
On February 12, 2021, Defendants answered the Fifth Amended Complaint, denying the claims and asserting their affirmative defenses. On February 25, 2021, the Parties appeared before the Court and participated in an initial pretrial conference.
Thereafter, discovery in the Action commenced. On May 21, 2021, Plaintiffs moved for class certification (“Class Certification Motion”), which was accompanied by a report from Plaintiffs’ expert, David I. Tabak, Ph.D. (“Dr. Tabak”).
Also on August 9, 2021, Defendants moved for leave to file an early summary judgment motion on loss causation. On August 16, 2021, Plaintiffs opposed Defendants’ motion, which included a request to submit (and appended) a reply expert report from Dr. Tabak. The Court denied Defendants’ motion on August 22, 2021.
On August 30, 2021, Defendants opposed Plaintiffs’ Class Certification Motion. Plaintiffs filed a reply in support of their motion on October 29, 2021.
On September 2, 2021, Defendants filed a second motion for leave to file an early partial summary judgment motion on loss causation, which attached a rebuttal expert report from Daniel R. Fischel ("Mr. Fischel"). On September 9, 2021, Plaintiffs opposed Defendants’ motion. The Court denied Defendants’ motion on September 17, 2021.
On September 24, 2021, the Court denied as premature Plaintiffs’ letter motion requesting permission to seek more than 15 fact witness depositions.
On January 19, 2022, based on new facts obtained through their discovery efforts, Plaintiffs moved for leave to file the Sixth Amended Complaint (defined below), attaching the draft pleading. Defendants opposed Plaintiffs’ motion on February 3, 2022.
By Opinion and Order dated April 11, 2022 (“Class Certification Order”), the Court granted Plaintiffs’ Class Certification Motion. Specifically, the Court (i) certified a class of all persons and entities that purchased or acquired GE common stock between February 29, 2016 and January 23, 2018, inclusive and were damaged thereby; (ii) appointed AP7 and Cleveland Bakers as Class Representatives; and (iii) appointed Kessler Topaz and Grant & Eisenhofer P.A. ("Grant & Eisenhofer") as Class Counsel and Liaison Counsel, respectively. By the same Opinion and Order, the Court granted Plaintiffs’ motion for leave to file a sixth amended complaint.
On May 13, 2022, Class Representatives filed the Sixth Amended Consolidated Class Action Complaint for Violations of the Federal Securities Laws (“Sixth Amended Complaint” or “Complaint”), asserting claims for violations of Sections 10(b) and 20(a) of the Exchange Act. Defendants answered the Complaint on June 10, 2022.
On May 26, 2022, Class Representatives filed a motion to approve the form and manner of notice to the Class, which the Court granted on May 27, 2022 (“Class Notice Order”). Among other things, the Court found that the proposed Class Notice met the requirements of Federal Rule of Civil Procedure 23 and due process and constituted the best notice practicable under the circumstances. Class Notice was mailed to potential Class Members beginning on June 16, 2022 and a summary notice of the pendency of the Action as a class action was published in The Wall Street Journal and transmitted over PR Newswire on June 24, 2022. Pursuant to the Court’s Class Notice Order, Class Notice provided Class Members with the opportunity to request exclusion from the Class, explained that right, and set forth the procedures for doing so. The deadline for submitting requests for exclusion was August 15, 2022. A total of 318 requests for exclusion from the Class were received.
On September 6, 2022, Defendants moved for summary judgment with prejudice pursuant to Federal Rule of Civil Procedure 56. On the same day, Defendants filed motions to exclude the testimony of Class Representatives’ experts, Dr. Tabak and S.P. Kothari. Alongside these motions, Defendants filed a Statement of Material Facts. Class Representatives opposed these motions on November 4, 2022 and filed their Response to Defendants’ Statement of Material Facts and Plaintiffs’ Statement of Additional Material Facts Introduced by Plaintiffs in Opposition to Defendants’ Motion for Summary Judgment. Also on November 4, 2022, Class Representatives filed motions to exclude certain testimony of Defendants’ expert, Christopher J. Russo, to exclude the testimony of Mr. Fischel, and to strike a supplemental declaration of Mr. Fischel submitted in connection with Defendants’ motion for summary judgment. These motions were fully briefed.
By Opinion and Order dated September 28, 2023, the Court denied Defendants’ motion for summary judgment, except as to claims arising from alleged corrective disclosures between November 2017 and January 2018. By the same Opinion and Order, the Court granted in part and denied in part the Parties’ respective motions to exclude certain expert testimony and granted Class Representatives’ motion to strike the supplemental declaration of Mr. Fischel.
On October 12, 2023, Defendants moved for reconsideration of the Court’s September 23, 2023 Opinion and Order. Class Representatives opposed the motion on October 26, 2023, and Defendants filed a reply in further support of their motion on November 2, 2023.
Throughout the fall of 2023, the Parties engaged in substantial trial preparation and negotiation over the contents of pretrial submissions, holding numerous meet-and-confers. On December 20, 2023, the Parties filed a Joint Pretrial Statement, which included the Parties’ witness lists, affirmative and counter deposition designations, proposed and competing jury charges and position statements, proposed and competing verdict forms and competing position statements, proposed voir dire and jury questionnaires, and exhibit lists (along with corresponding objections). Also on December 20, 2023, the Parties filed their respective in limine motions and competing motions to bifurcate the trial.
Thereafter, the Parties continued to engage in substantial trial preparations, including briefing on their respective motions to bifurcate and in limine motions and responding and objecting to designated deposition testimony and exhibits. On January 11, 2024, the Parties filed their respective oppositions to the motions to bifurcate and motions in limine.
By Memorandum Opinion and Order dated March 21, 2024, the Court denied Defendants’ motion for reconsideration, except as to the Court’s prior decision to strike Mr. Fischel’s declaration, and granted Plaintiffs’ motion to bifurcate trial.
Trial was scheduled to commence on November 11, 2024.
The Parties participated in three confidential mediation sessions before former United States District Court Judge Layn Phillips on August 11, 2022, November 2, 2023 and August 23, 2024. Prior to each mediation, the Parties exchanged and also submitted to Judge Phillips detailed mediation statements with exhibits. Although the Parties could not reach an agreement to resolve the Action during those mediations, they continued their discussions after each with Judge Phillips. On October 10, 2024, the Parties reached an agreement to resolve the Action and executed a term sheet on October 16, 2024.
After additional negotiations regarding the terms of their agreement, the Parties entered into the Stipulation and Agreement of Settlement ("Stipulation") on November 22, 2024. The Stipulation, which sets forth the full terms and conditions of the Settlement, can be viewed at this website on the "Key Documents" tab.
On January 14, 2025, the Court preliminarily approved the Settlement, authorized notice of the Settlement to be provided to potential Class Members and scheduled the Settlement Hearing to consider whether to grant final approval of the Settlement.