There’s plenty of evidence that Puda Coal Inc. engaged in accounting fraud in 2011. Shareholders, however, have struggled hold anyone accountable for their losses in the U.S.-listed Chinese company.
A quintet of securities class action plaintiffs firms finally made some headway on Monday, winning a ruling that they can proceed with claims against Puda’s underwriters, the boutique investment banks Macquarie Capital and Brean Murray Carret & Co.
In a 31-page ruling, U.S. District Judge Katherine Forrest in Manhattan refused to dismiss claims that Macquarie and Brean Murray duped the investing public about Puda’s finances when they underwrote a December 2010 stock offering for the company. Forrest ruled that shareholders adequately alleged that the investment banks are liable for securities fraud because they ignored red flags that Puda’s leaders had transferred the company’s assets to themselves.
The ruling ought to raise the spirits of law firms driving consolidated litigation over Puda’s demise, including Glancy Binkow & Goldberg and the Rosen Law Firm. Puda and its chairman, Ming Zhao, are out of the plaintiffs’ reach. Zhao never appeared in the case, and Puda’s lawyers at Sidley Austin withdrew in 2012, complaining that they could locate no one at the company and had never been paid. Back in March, Forrest dismissed claims that CITIC Group, a private equity firm partially owned by the Chinese government, facilitated Puda’s fraud. In June, the judge dismissed similar claims against Puda’s auditor, Hong Kong-based Moore Stephens.
Macquarie and Brean Murray participated in the drafting of a December 2010 prospectus that Puda Coal circulated to investors. The plaintiffs allege that the investment banks misstated the company’s assets instead of following up on signals that Puda Coal had been stripped of its sole operating subsidiary and rendered worthless.
Weil, Gotshal & Manges and Moses & Singer, which represent Macquarie and Brean Murray, respectively, maintained that their clients had a limited role in the prospectus. Any actionable misstatements in the prospectus were made by Puda rather than Macquarie and Brean Murray, they argued.
Forrest rejected that defense in Monday’s ruling. “Plaintiffs’ allegations are sufficient at this stage to meet the ‘heightened pleading requirements’ of a securities fraud claim and to plead that both underwriters were ‘makers’ of the alleged misstatements,” she wrote.
Weil’s Greg Danilow, who represents Macquarie, didn’t immediately return a call seeking comment. We also didn’t hear back from plaintiffs counsel Laurence Rosen of the Rosen Law Firm.