THE ROSEN LAW FIRM, P.A. - Stanford Universitysecurities.stanford.edu/filings-documents/1043/UCBH09_01/201117_r... · 7 THE ROSEN LAW FIRM, P.A. 8 275 Madison Avenue, 34th Floor

Case3:09-cv-04208-JSW Document173 Filed01/07/11 Pagel of 28

Laurence M. Rosen (SBN # 219683)1 THE ROSEN LAW FIRM, P.A.2 333 South Grand Avenue, 25 th Floor

Los Angeles, CA 900713 Telephone: (213) 785-2610

Facsimile: (213) 226-46844 Email: lrosen(drosenlegal.com

5and

6Phillip Kim, Esq. (pro hac vice)

7 THE ROSEN LAW FIRM, P.A.8 275 Madison Avenue, 34th Floor

New York, New York 100169 Telephone: (212) 686-1060

Facsimile: (212) 202-382710 Email: pkin(it;rosenleoal.com

11Lead Counsel for Plaintiffs and the Class

12 UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA

13 SAN FRANCISCO DIVISION) Case No. CV-09-4208-JSW14

KYUNG CHO; REX DECHAKUL; AND ) CV-09-4429-JSW15 DAVID HWANG, INDIVIDUALLY AND ) CV-09-4449-JSW

)ON BEHALF OF ALL OTHERS ) CV-09-4505-JSW16 SIMILARLY SITUATED, ) CV-09-4513-JSW

)17 Plaintiffs, ) PLAINTIFFS' MEMORANDUM OF) POINTS AND AUTHORITIES IN

18 vs. ) OPPOSITION TO THE DIRECTOR) DEFENDANTS' MOTION TO DISMISS

19

) THE CONSOLIDATED AMENDEDUCBH HOLDINGS, INC.; THOMAS S. WU; ) COMPLAINT

20 EBRAHIM SHABUDIN; CRAIG ON; )21 DENNIS WU; ROBERT NAGEL; JOHN M. ) CLASS ACTION

KERR; DANIEL M. GAUTSCH; DOUGLAS ))22 MITCHELL; BURTON D. THOMPSON; ) Date: February 18, 2011

JOHN CINDEREY; JOSEPH J. JOU; PIN PIN) Time: 9:00 a.m.23 CHAU; LI-LIN KO; JAMES KWOK; ) Courtroom: 11, 19th Floor24 QINGYUAN WAN; GODWIN WONG; ) Judge: Hon. Jeffrey S. White

)DAVID NG; DANIEL P. RILEY; and)25 RICHARD LI-CHUNG WANG ))26 Defendants.

27

280

PLS. MEMORANDUM OF P&As IN OPP. TO DIRECTOR DEFENDANTS' MOTION TO DISMISS Case No.CV 09-04208-JSW

Case3:09-cv-04208-JSW Document173 Filed01/07/11 Page2 of 28

1 TABLE OF CONTENTS

2 Page

3 ISSUES TO BE DECIDED vi

4 SUMMARY OF THE ARGUMENT vii

5 I. STATEMENT OF FACTS 1

6 II. THE CAC PLEADS THE DIRECTORS MADE MISSTATEMENTS IN

7 THE 2007 AND 2008 10KS 1

8 III. UNDER THE GROUP PLEADING DOCTRINE, EACH OF

9 THE CHALLENGED FALSE STATEMENTS ARE ATTRIBUTED TO

10 THE DIRECTORS 4

11 IV. THE CAC SUFFICIENTLY PLEADS FALSITY 5

12 V. THE COURT CANNOT DISREGARD ALLEGATIONS BASED ON

13 THE MLR 5

14 VI. THE CAC SUFFICIENTLY PLEADS SCIENTER 7

15 VII. THE CAC SUFFICIENTLY PLEADS CONTROL PERSON

16 LIABILITY 11

17 VIII. CONCLUSION 14

18

19

20

21

22

23

24

25

26

27

28



1 TABLES OF AUTHORITIES

2 Cases Page(s)

3 In re Silicon Storage Technology, Inc. Shareholder Den y. Litig.,

4 2009 WL 1974535 (N.D. Cal. July 07, 2009) 3

5 Arthur Children's Trust v. Keim,

6 994 F. 2d 1390 (9th Cir. 1993) 14

7 F.N. Wolf & Co., Inc. v. Estate of Neal,

8 1991 WL 34186 (S.D.N.Y. Feb. 25 1991) 2

9 Howard v. Everex Sys., Inc.,

10 228 F.3d 1057 (9th Cir. 2000) passim

ii Fraker v. Bayer Corp.,

12 2009 WL 5865687 (E.D. Cal. Oct. 06, 2009) 5

13 In re Alstom SA Sec. Litig.,

14 406 F.Supp.2d 433 (S.D.N.Y. 2005) 13

15 In re Charles Schwab Corp. Sec. Li tig. ,

16 257 F.R.D. 534 (N.D. Cal. 2009) 12

17 In re Connetics Corp. Sec. Litig.,

18 542 F.Supp.2d 996 (N.D. Cal. 2008) vii, 6

19 In re Countrywide Financial Corp. Den y. Litig. ,

20 554 F.Supp.2d 1044 (C.D. Cal. 2008) 7, 8

21 In re Countrywide Fin. Corp. Sec. Litig.,

22 588 F.Supp.2d 1132 (C.D. Cal. 2008) 7

23 In re Dothill Systems Corp. Sec. Litig.,

24 2009 WL 734296 (S.D. Cal. Mar. 18, 2009) 3

25 In re Enron Corp. Sec., Den y. & ERISA Litig.,

26 258 F.Supp.2d 576 (S.D. Tex. 2003) 13

27

28

11 PLS. MEMORANDUM OF P&As IN OPP TO DIRECTOR DEFENDANTS' MOTION TO DISMISS Case NoCV 09-04208-JSW


1 TABLES OF AUTHORITIES(Continued)

2Cases Page(s)

3In re Hansen Natural Corp. Sec. Li tig. ,

4527 F.Supp.2d 1142 (C.D. Cal. 2007) 3

5In re JWP, Inc. Sec. Litig.,

6928 F. Supp. 1239 (S.D.N.Y. 1996) 2,13

7In re LDK Solar Sec. Li tig.,

82008 WL 4369987 (N.D. Cal. Sept. 24, 2008) 3, 4

9In re Livent, Inc. Noteholders Sec. Litig.,

10151 F.Supp.2d 371 (S.D.N.Y. 2001) 13

11In re Maxim Integrated Products, Inc.,

122008 WL 4061075 (N.D.Ca1.2008) 3

13In re Maxim Integrated Products, Inc., Den y. Lit,

14574 F.Supp.2d 1046 (N.D. Cal. 2008) 2

15In re McKesson HBOC, Inc. Sec. Litig.,

16126 F.Supp.2d 1248 (N.D. Cal. 2000) 6

17In re Merrill Lynch & Co., Inc. Research Reports Sec. Litig.,

18218 F.R.D. 76 (S.D.N.Y. 2003) . 5

19In re Metropolitan Sec. Litig.,

20532 F.Supp.2d 1260 (E.D. Wash. 2007) 12

21In re Nati onal Century Financial Enterprises, Inc.,

22504 F. Supp. 2d 287, 301 & n.2 (S.D. Ohio 2007) 13

23In re Nature's Sunshine Prods. Sec. Litig.,

24486F. Supp. 2d 1301 (D. Utah 2007) 13

25In re Philip Servs. Corp. Sec. Litig.,

26383 F.Supp.2d 463 (S.D.N.Y. 2004) 13

27

28

111 PLS. MEMORANDUM OF P&As IN OPP TO DIRECTOR DEFENDANTS' MOTION TO DISMISS Case NoCV 09-04208-JSW



2Cases Page(s)

3In re Refco, Inc. Sec. Litig.,

4503 F. Supp. 2d 611 (S.D.N.Y. 2007) 4, 11,13, 14

5In re Silicon Storage Technology, Inc. Shareholder Den y. Litig.,

62009 WL 1974535 (N.D. Cal. July 07, 2009) 3

7In re Time Warner, Inc. Sec. Litig.,

89 F.3d 259 (2d Cir. 1993) 11

9In re Verisign, Inc., Den y. Litig.,

10531 F.Supp.2d 1173 (N.D. Cal. 2007) 3

11In re Zoran Corp. Den y. Li tig. ,

12511 F.Supp.2d 986 (N.D. Cal. 2007) 2, 3

13Jacobs v. Coopers & Lybrand,

141999 WL 101772 (S.D.N.Y. Feb. 26, 1999) 12

15Lipsky v. Commonwealth United Corp.,

16551 F.2d 887 (2d Cir. 1976) 5

17Middlesex Retirement System v. Quest Software, Inc.,

182008 WL 7084629 (C.D. Cal. July 10, 2008) 13

19Miss. Pub. Emps. Retirement Sys. v. Boston Scientific Corp.,

20523 F.3d 75 (1st Cir.2008) 8

21Mitzner v. Hastings,

222005 WL 88966 (N.D. Cal. Jan. 14, 2005) 4

23Patel v. Parnes,

24253 F.R.D. 531 (C.D. Cal. 2008) 11

25Reves v. Ernst & Young,

26494 U.S. 560990) 14

27

28

iv PLS. MEMORANDUM OF P&As IN OPP TO DIRECTOR DEFENDANTS' MOTION TO DISMISS Case NoCV 09-04208-JSW



2Cases Page(s)

3S.E.C. v. Baxter,

42007 WL 2013958 (N.D.Ca1.2007) 3

5Shields v. Citytrust Bancorp., Inc.,

625 F.3d 1124 (2d Cir.1994) 11

7Stanley v. Safeskin Corp.,

82000 WL 33115908 (S.D. Cal. Sept. 15, 2000) 4

9Tellabs v. Makor Issues & Rights, Ltd.,

10551 U.S. 308 (2007) 8

11Tracinda Corp. v. DaimlerChrysler AG,

12197 F. Supp. 2d 42 (D. Del. 2002) 12

13U.S. v. Gilbert,

14668 F.2d 94 (2d Cir. 1981) 5

15Underhill v. Royal,

16769 F.2d 1426 (9th Cir. 1985) 14

17Von Saher v. Norton Simon Museum of Art at Pasadena,

18592 F.3d 954 (9th Cir. 2010) 11

19

20

21

22

23

24

25

26

27

28


Case3:09-cv-04208-JSW Document173 Filed01 /07/11 Page7 of 28

1

2 ISSUES TO BE DECIDED

3 1. Does the CAC adequately allege that the Director Defendants made false or

4 misleading statements?

5 2. Does the CAC adequately allege facts that individually or holistically create a

6 strong inference that the Director Defendants acted with scienter, i.e. acted knowingly or with

7 deliberate recklessness?

8 3. Does the CAC adequately allege control person liability against the Director

9 Defendants?

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28vi



1 SUMMARY OF THE ARGUMENT

2 The Ninth Circuit has held that directors or officers who sign 10Ks are liable under the

3 federal securities laws for false and misleading statements in those 10Ks. Howard v. Evere

4 Systems, 228 F.3d 1057, 1061-63 (9th Cir. 2000). As the Directors are signatories to false an'

5 misleading 10Ks, the false statements therein are attributable to them.

6 Lending is a highly regulated activity, and UCBH is in the business of lending. Dennis

7 Wu was CFO when the 2007 10K was filed, and most Directors were on the Audit and/or Credi

8 Committees. The enormity of this fraud mandates application of the core operations inference

9 that prevents the Directors, especially those on the Audit and Credit Committees which had top-

10 line responsibility for the areas where the fraud occurred, from disclaiming liability for acts tha

11 are fundamental to their corporation's business. Thus, the CAC adequately pleads scienter. In r-

12 Countrywide Financial Corp. Sec. Litig., 588 F. Supp. 2d 1132, 1194 (C.D. Cal. 2008).

13 The CAC further demonstrates scienter by pleading the Directors reviewed SEC filings,

14 press releases ("PRs"), Call Reports and FDIC examinations, yet continued to make the same

15 misleading statements. The Directors must have known UCBH's statements were false because

16 after the FDIC stated that UCBH's allowance for loan losses ("ALL") at year-end 2007 as

17 reported in its 2007 10K were understated by $35 million, UCBH repeated the same false figure

18 and the corresponding false provision for loan losses ("Provision") for FY2007 in its 2008 10K.

19 UCBH also filed Call Reports for FY 2007, 1Q2009 and 2Q2009 that materially contradicted the

20 statements in the 2007 10K and 4/23/09, 8/6/09, and 9/9/09 PRs about the ALL and Provision fo

21 4Q2007, FY2007, 1Q2009 and 2Q2009, even filing a Call Report the same day as the PR i

22 contradicted. The CAC also pleads their responsibility for approving credit policies, monitorinv

23 overall credit risk profile and ALL, about each of which UCBH made false statements.

24 As Directors and members of the Audit and Credit Committees, they have control perso

25 liability, as it "comports with common sense to presume that a person who signs his name to

26 report has some measure of control over those who write the report." Directors' motion shoul•

27 be denied.

28vii



1 I. STATEMENT OF FACTS

2 Plaintiffs incorporate by reference herein the statement of facts in the Shabudin. Opp.

3 Plaintiffs here also present certain additional facts relevant to the Director Defendants.

4 The Directors made the false statements that were made in the 2007 10K and the 2008 10K, as

5 alleged in the CAC, as each of them signed the 2007 10K and the 2008 10K.' fi69, 90.

6 The primary purpose of the Audit Committee was to assist the Board in fulfilling its

7 responsibilities to "oversee the accounting, auditing, and financial reporting processes of the

8 Company and the internal and external audit process." 1f50. Defendants Jou, Chau, Ko (the

9 Chairwoman), and Ng served on the Audit Committee. fi41-43, 47. 54. The Credit Committee

10 was responsible for approving credit policies, and monitoring the overall credit risk profile fo

11 the Company and the Bank and the allowance for loan losses ("ALL"). 1f54. Defendants Jou an'

12 Wong (the Chairman) served on the Credit Committee. 741, 46.

13 Jou was the Lead Director and was responsible to convene and chair executive sessions

14 of the Company and Bank's independent directors, and to confer and provide feedback to the

15 Company and Bank's Chairman/CEO, Wu, on executive sessions. ¶41.

16 In addition to being a director, Defendant Dennis Wu was CFO when the 2007 10K was

17 filed. 170.18 II. THE CAC PLEADS THE DIRECTORS MADE MISSTATEMENTS IN THE 2007

AND 2008 10KS19 The Director Defendants made the false statements that were made in the 2007 10K an'

20 the 2008 10K, as alleged in the CAC, as each of them signed the 2007 10K and the 2008 10K.

21 fi69, 90. The only Ninth Circuit case to which the Directors cite, Howard v. Everex Systems,

22 Inc., requires the Court to find that Directors made the misstatements in the 10Ks. 228 F.3•

23 1057, 1061-63 (9th Cir. 2000). Directors acknowledge that Howard holds that an officer may be

24 liable merely for signing false documents, where he did not prepare or check the veracity of the

25 statements. Id. at 1066. But Directors incorrectly state that Howard does not hold the same fo

26

27 1 However, Riley did not sign the 2007 10K; Chau did not sign the 2008 10K.

281

PLS. MEMORANDUM OF P&As IN OPP TO DIRECTOR DEFENDANTS' MOTION TO DISMISS Case NoCV 09-04208-JSW

Case3:09-cv-04208-JSW Documentl 73 Filed01/07/11 Pagel 0 of 28

1 outside directors. The Howard Court found held that merely by signing a statement one has made

2 the statement for three reasons: 1) the signature will be rendered meaningless if the defendant

3 does not believe the statements made in the document are true; 2) "signers of documents should

4 be held responsible for the statements in the document" and 3) investors are protected from

5 misleading information by placing responsibility on corporate signatories to ensure the validity

6 of SEC filings. Howard, 228 F.3d at 1061-62. Indeed, Directors cannot explain how the logic

7 underlying these reasons set forth in Howard does not apply as much to directors as to officers!

8 It is irrelevant to Howard's holding that the particular defendant liable for signing false

9 documents happened to be an officer and not an outside director. Howard relied on the reasoning

10 of many cases in which directors were found liable for signing false documents. For example,

11 "In re JWP court stressed the signing and authorization of statements as critical in determining

12 whether directors could be liable as primary violators under § 10(b)." Id. at 1062 (citing In re

13 JWP Inc. Sec. Litig., 928 F. Supp. 1239, 1256 (S.D.N.Y. 1996); accord EN. Wolf & Co., Inc. v.

14 Estate of Neal, 1991 WL 34186, *8 (S.D.N.Y. Feb. 25 1991), quoted in Howard, 228 F.3d at

15 1061 (holding that a "director signing a document filed with the SEC ... 'makes or causes to be

16 made' the statements contained therein" under § 18(a) of the Exchange Act). Other courts have

17 relied on Howard in finding that directors are liable under § 10(b) for signing financial

18 statements. See, e.g., In re Maxim Integrated Products, Inc., Den y. Lit., 574 F.Supp.2d 1046,

19 1063 (N.D. Cal. 2008) ("A director who signs a financial disclosure may be held liable for any

20 misrepresentations in the disclosure"); In re Zoran Corp. Den y. Litig., 511 F.Supp.2d 986, 1011

21 (N.D. Cal. 2007) ("employees and directors who sign or prepare financial disclosures can be held

22 liable for misstatements and omissions therein").

23 It is irrelevant to the precedent set by Howard that in two cases cited by defendants,

24 which the Ninth Circuit found unpersuasive, the signatories were outside directors. Howard, 228

25 F.3d at 1062. Indeed, Howard did not comment on or agree with those district court decisions

26 and Howard found that "Defendants' counter-arguments basically rely on the assertion that ... [a

27 defendant] lacked scienter, rather than directly disputing plaintiff's and the SEC's contentions'

282


Case3:09-cv-04208-JSW Documentl 73 Filed01/07/11 Pagel 1 of 28

1 that the defendant signed the documents and therefore made the misleading statements.) Id.

2 Directors inaptly rely on outlier cases such as In re Hansen Natural Corp. Sec. Litig., fo

3 its "arguably suggest[ing] that merely signing SEC statements is insufficient..." In re LDK Sola

4 Sec. Litig., 2008 WL 4369987, *8 (N.D. Cal. Sept. 24, 2008) (discussing Hansen 527 F.Supp.2•

5 1142, 1153 (C.D. Cal. 2007)). The LDK court explained that Hansen cannot overrule Howard:

6 [Hansen] did not discuss Howard, and other courts in this Circuit continue to apply this

7 aspect of Howard. See, e.g., In re Maxim Integrated Products, Inc., 2008 WL 4061075(N.D.Ca1.2008) (Ware, J.); In re Zoran Corp. Derivative Litigation, 511 F.Supp.2d 986,

8 1011 (N.D.Ca1.2007) (Alsup, J.); S.E.C. v. Baxter, 2007 WL 2013958 (N.D.Ca1.2007(Whyte, J.) (unreported). Insofar as In re Hansen Natural suggested that this aspect o

9 Howard is no longer good law, this order respectfully disagrees.

10 Id.

11 Not only did Directors Jou, Chau, Ko, and Ng sign the misleading 10Ks, they were on the

12 Audit Committee, which according to its charter was responsible for "oversee[ing] the

13 accounting, auditing, and financial reporting processes of the Company and the internal an'

14 external audit process." Further, Directors Jou and Wong were on the Credit Committee, whic

15 was responsible for approving credit policies, and monitoring the overall credit risk profile fo

16 the Company and the Bank and ALL. Thus, Jou, Chau, Ko, Ng, and Wong must have bee

17 intimately familiar with the false financial statements that they signed. Worse, Ko was the

18 chairwoman of the Audit Committee, Wong was the chairman of the Credit Committee, and Jo

19 was on both committees and was the Lead Director, leading all meetings with officers an'

20 meetings with directors. Directors cite three cases that they wrongly assert hold that membership

21 on the Audit and Credit Committees does not imply responsibility for false statements. In r-

22 Silicon Storage Technology, Inc. Shareholder Den y. Litig. 2009 WL 1974535, *11 (N.D. Cal.

23 July 07, 2009) ("But committee membership, without more, falls far short of establishing that the

24 •directors acted with scienter...") (emphasis added); In re Verisign, Inc., Den y. Litig., 531

25 F.Supp.2d 1173, 1207 (N.D. Cal. 2007) ("the fact of a particular defendant's position... is

26 •insufficient, without more, to [infer scienter1"); In re Dothill Systems Corp. Sec. Litig., 2009 W

27 734296, *12 (S.D. Cal. Mar. 18, 2009) (rejecting group pleading doctrine as law, and finding two

283


Case3:09-cv-04208-JSW Document173 Filed01/07/11 Page 12 of 28

1 defendants who did not sign false financial statements did not make them).

2 Directors do not dispute that under Howard, Dennis Wu, as a corporate official, is liable

3 merely for signing the 2007 and 2008 10Ks. Dennis Wu also signed the SOX certification for the

4 2007 10K. 170. Indeed, he was the CFO, the person in charge of all the accounting issues tha

5 were at the heart of UCBH's fraud. 1f34. The Court should infer that Dennis Wu was forced to

6 resign as CFO three days after the 1/24/08 PR was proven to contain false statements by the late

7 2007 10K and eight days before Downing admitted UCBH knowingly made the false statements.III. UNDER THE GROUP PLEADING DOCTRINE, EACH OF THE CHALLENGE I

8 FALSE STATEMENTS ARE ATTRIBUTED TO THE DIRECTORS9 Plaintiffs incorporate by reference the portion of Thompson Opp. that explains why eac

10 of the challenged false statements should be attributed to the Defendants under the got].

11 pleading doctrine.

12 As required by the group pleading doctrine, the CAC alleges that the Directors drafted,

13 produced, reviewed and/or disseminated the false and misleading statements in the PRs and SEC

14 filings at issue. 1f56. The CAC alleges the Directors approved or ratified these false statements.

15 Id. The CAC alleges the Directors signed the 2007 and 2008 10Ks. The CAC also alleges certai

16 Directors' roles on the Audit and Credit Committees, as discussed above. See LDK Solar, 2008

17 WL 4369987 at *8 ("group pleading doctrine permits attribution of statements 'simply b

18 pleading that the defendants were part of the "group" that likely put the challenged documents

19 together").

20 Many courts have held that the group pleading presumption applies to persons with roles

21 • •similar to those of these Directors. See, e.g., Mitzner v. Hastings, 2005 WL 88966, *6 (N.D. Cal.

22 Jan. 14, 2005) (holding that "plaintiff's allegations that [outside directors who].... were members

23 of the Audit Committee during the Relevant Period may suffice in pleading such a special

24 relationship" for the presumption to apply); Stanley v. Safeskin Corp., 2000 WL 33115908, *A

25 (S.D. Cal. Sept. 15, 2000) (presumption applies to outside directors who participated in executive

26 meetings); In re Refco, Inc. Sec. Litig., 503 F. Supp. 2d 611, 642 (S.D.N.Y. 2007) (applyinv

27 presumption against directors who were members of company's audit committee because

284



1 directors were responsible for overseeing integrity of issuer's financial statements, had access to

2 accounting documents, and approved the financial statements).IV. THE CAC SUFFICIENTLY PLEADS FALSITY

3Plaintiffs incorporate by reference herein the portions of On Opp. and T. Wu Opp. tha

4address the falsity of UCBH's statements about its ALL and Provision for FY2007 and about its

5internal controls throughout the Class Period.2

6 V. THE COURT CANNOT DISREGARD ALLEGATIONS BASED ON THE MLR

7 Directors' suggest that the Court should disregard any allegations that are based on the

8 MLR because 1) courts may reject allegations that are copied from a complaint in other litigatio

9 where the allegations rely on no other source for a factual foundation; and 2) the MLR is the onl

10 document that forms the basis for the CAC. Directors' argument here is frivolous and worth o

11 sanctions.

12 Courts have rejected allegations that are merely copied from other complaints because

13 plaintiffs then lack an independent basis to believe their allegations are true. For example,

14 Directors rely on Fraker v. Bayer Corp., in which the "factual allegations' in the FAC... were

15 quoted directly from the complaint in the FTC proceeding and from the consent decree tha

16 resolved the January 3 Action." 2009 WL 5865687 *3 (ED. Cal. Oct. 06, 2009). A consen

17 decree is akin to a settlement of a civil suit. U.S. v. Gilbert, 668 F.2d 94, 97 (2d Cir. 1981).

18 Directors also rely on In re Merrill Lynch & Co., Inc. Research Reports Sec. Litig. in which the

19 subject complaint relies on an SEC complaint and a NASD complaint, amongst complaints i

20 other actions. 218 F.R.D. 76, 79 (S.D.N.Y. 2003). 3 The MLR made findings, not allegations. The

21 MLR is the Office of Inspector General's findings which were made after completing its audit o

22 what caused UCBH to fail and to evaluate FDIC's supervision of UCBH. See CAC, Ex.A (MLR

23

24 2 •Directors, like On, do not dispute, and are thus precluded from disputing on this motion, the

25 falsity of UCBH's statements on its ALL and Provision made in its 2008 10K about FY2008 and26 4Q08, and in PRs on 4/23/09, 8/6/09, and 9/9/09 about 1Q09 and 2Q09.

- In re Merrill Lynch relied on Lipsky v. Commonwealth United Corp. 551 F.2d 887, 893 (2d27 Cir. 1976), however the Second Circuit reversed the district court's dismissal of the complaint28 and made sure that "pruning" the complaint did not inhibit plaintiffs from pursuing their claims.

5



1 at "Why We Did the Audit" ("As required by section 38(k) of the Federal Deposit Insurance

2 (FDI) Act, the OIG conducted a material loss review of this failure. The primary objectives o

3 this review were to (1) determine the causes of UCB's failure and the resulting material loss to

4 the DIF and (2) evaluate the FDIC's supervision of UCB, including the FDIC's implementatio

5 of the Prompt Corrective Action (PCA) provisions of section 38 of the FDI Act").

6 Second, the CAC also relies on many other documents (in addition to various ora

7 statements) as evidence that Defendants knowingly made misstatements, seven among whic

8 are: 1) the 3/28/08 Call Report, which materially contradicts the 2007 10K filed on 2/29/08; 2

9 the 8/6/09 Call Report, which materially contradicts the PR UCBH issued the same day; 3) the

10 5/22/09 Call Report, which materially contradicts the 4/23/09 PR; 4) the 9/8/09 PR on the

11 internal investigation of UCBH; 5) the 2007 10K, which contradicts the 1/24/08 PR, whic

12 UCBH's CFO replacement for Dennis Wu, Downing, admitted contained statements that UCB

13 knew were false when made; 6) the 5/20/09 8K, which states that the 2008 10K had to be

14 restated and that the 4/23/09 PR should not be relied upon; and 7) the entry of the consen

15 agreement in connection with the Order to Cease and Desist with the FDIC and CDFI, whic

16 further spells out violations of law and knowing disregard of internal controls by UCBH Senio

17 Management. On Opp. and T. Wu Opp. discuss how these documents and statements reveal the

18 falsity of Defendants' statements. This brief and T. Wu Opp. discuss how these documents an'

19 statements reveal that Defendants knowingly made the false statements. 4 Allegations fro

20 another complaint should only be stricken if they provide the only basis for the factua

21 foundation of plaintiffs' claims. In re Connetics Corp. Sec. Litig., 542 F.Supp.2d 996, 1005

22 (N.D. Cal. 2008); In re McKesson HBOC, Inc. Sec. Litig., 126 F.Supp.2d 1248, 1272 (N.D. Cal.

23 2000). It is irrelevant that some of these documents were issued after the date of the misleadinv

24 statements that they exposed. Nonetheless, some of these documents revealed the fraud on the

25

26

27 4

All such discussions in On Opp. and T. Wu Opp. are incorporated by reference herein.28

6



1 very date that the fraud occurred. For example, the 8/6/09 Call Report materially contradicts the

2 PR UCBH issued the same day!VI. THE CAC SUFFICIENTLY PLEADS SCIENTER5

3Under the core operations inference, the Court should find that all of the Individua

4Officers who were senior officers and/or directors (most of the latter of which were on the Audi

56 and/or Credit Committees) knowingly made misstatements about ALL, the Provision, an.

internal controls pertaining to monitoring the reporting of ALL and the Provision. ALL and the78 Provision are at the very heart of UCBH's business and all of the Defendants had to have known

that the challenged statements were false. In re Countrywide Financial Corp. Sec. Litig. explains9

10 why: "the alleged underwriting quality and credit risk management issues were so fundamental

to Countrywide, and on such a broad scale, should have been so apparent that 'it would be1112 difficult to conclude that those Defendants at the top levels of Countrywide management did no

13 know what was going on.... The scienter inference is of actual knowledge or intent, no

14 deliberate recklessness. The plausible alternative inference is willful ignorance.' 588 F.Supp.2•

1132, 1194 (C.D. Cal. 2008) (quoting In re Countrywide Financial Corp. Den y. Litig., 5541516 F.Supp.2d 1044, 1066 (C.D. Cal. 2008)). In Countrywide Sec. Litig., the fraud consisted of poo

17 quality underwriting coupled with overstatement of the quality of the loans. Countrywide Sec.

18 Litig. found that the core operations inference applied not only to those familiar with operations,

19 such as the COO, but that it applied to those familiar with financials because they are

20 interrelated 588 F.Supp.2d 1132 at 1196 ("Defendants object that [the CFO's] job had nothinv

21 to do with loan underwriting. However, a strong inference of scienter is warranted... as CFO,

22 Sieracki was directly responsible for Countrywide's financials. Those financials... depended o

23 Countrywide's operations"). Thus, the falsity of the statements about UCBH's financials, whic

24 were at the core of UCBH's business, were known by all officers and directors who oversaw o

25 managed either financials or operations, or both.

26

27 5 Plaintiffs incorporate by reference herein the portion of T. Wu Opp. that addresses the standard28 for pleading scienter.

7



1 Directors in this matter argue that they did not participate in day-to-day operations of the

2 Company and therefore would not have known of the other Defendants' fraud. In Countrywid-

3 Den y. Litig., where the fraud was rooted in operations that violated company policy, and where

4 the company did not disclose the fraudulent practice in their financial statements, the defense o

5 directors that they were not involved in day-to-day operations is more credible than here, where

6 the fraud was rooted in false reporting of financials, not in corrupt operations. 554 F.Supp.2d a

7 1065. Yet Countrywide Den y. Litig. found a strong of inference of scienter for every director,

8 including those on the audit and credit committees (except for those on the compensatio

9 committee). Id. at 1052, 1064-66. Countrywide Den y. Litig. explains why the Directors in the

10 case at bar, especially those on the Audit and Credit Committees, had to have known abou

11 UCBH's false statements about UCBH's ALL, Provision, and internal controls. 554 F.Supp.2d a

12 1065. The court explained:

13 the idea that a Company-wide culture that encouraged unchecked deviations from

14 underwriting standards in a way which would fatally affect the Company's continuedfinancial performance went unnoticed by a Board of Directors simply does not square

15 with the specific and comprehensive monitoring duties assigned to the members of the

16Board. The purpose of the Committee system is to monitor the operation, financialperformance, and risk position of the Company. See Miss. Pub. Emps. Retirement Sys. v.

17 Boston Scientific Corp., 523 F.3d 75, 90-91 (1st Cir.2008) ( "It is fair to infer theCompany has highly effective information systems ... Defendants are in a highly

18 regulated industry and the company, it can be inferred, constantly monitors reports ... and

19looks for prompt solutions to such problems.") (finding scienter under the Tellabsstandard).

20 Id.

21 The Court should infer the Directors' scienter not only because of the core operations

22 inference but also because the Directors had to have actually known that the challenge'

23 statements UCBH made were false. The Directors had to have known for the following seve

24 reasons: 1) the Directors certified "that they have each reviewed the [FDIC Examination]

25 Report[s] in [their] entirety." See htt)://www.fdic. ovfre oulationslsafet Tlmanua1lsection16-

26 1.1ffini#Lvartl last visited Dec. 29, 2010; referred to in CAC, 171; 2) the Directors reviewed an'

27 are thus responsible for the accuracy of all financial statements presented in SEC filings an'

288



1 UCBH PRs and for naturally for reviewing the information in UCBH's Call Reports and FDIC's

2 examination reports; 3) the Audit Committee's duty was to "oversee the accounting, auditing,

3 and financial reporting processes of the Company and the internal and external audit process,'

4 and the Credit Committee was responsible for approving credit policies, monitoring the overall

5 credit risk profile for UCBH and the allowance for loan losses, fi50, 54; 4) the MLR and KPM

6 not only found that UCBH management was guilty of illegal conduct, but that "ft]he primar

7 reason for UCB's failure was inadequate oversight by the Board of Directors and management,'

8 1f15; 5) UCBH repeated the false Provision and ALL for FY2007 -- as first stated in the 200

9 10K -- in the 2008 10K, which was filed indisputably after Defendants received the FDIC's

10 February 2008 Examination Report stating that the ALL reported for FY2007 was understated b

11 $35 million; 6) that the 2007 10K contradicts the 1/24/08 PR, which UCBH's CFO replacemen

12 for Dennis Wu, Downing, admitted contained statements that UCBH knew were false whe

13 made; and 7) that the Call Reports for FY 2007, 1Q2009 and 2Q2009 materially contradicted the

14 statements in the 2007 10K and 4/23/09, 8/6/09, and 9/9/09 PRs about the ALL and Provision fo

15 4Q2007, FY2007, 1Q2009 and 2Q2009. Indeed, the Call Report filed on 8/6/09 showed that the

16 PR issued the same day understated the ALL and Provision materially. The latter argument, as

17 discussed in more depth in T. Wu Opp. and On Opp., is incorporated by reference herein. Yet the

18 Directors admit that if UCBH disclosed information in the Call Reports that contradicted thei

19 PRs, it clearly shows deliberate concealment by Defendants! Directors MTD at 8:2-5. Plaintiffs

20 also incorporate by reference herein arguments made in T. Wu Opp. as to why the Directors

21 knowingly made false statements.

22 Incredibly, the Directors allege that they were innocent and misled, relying on UCBH's

23 own report on the Audit Committee's own internal investigation. The report states: "[The

24 Subcommittee's investigation] also found instances where information was withheld from o

25 misrepresented to the bank's Finance Department." This defense fails for two reasons: 1) this is

26 self-serving statement made by Directors in their own report meant to protect the Directors an'

27 certain other officers; and 2) the internal investigation only found that some aspects of the

289

PLS. MEMORANDUM OF P&As IN OPP TO DIRECTOR DEFENDANTS' MOTION TO DISMISS Case NoCV 09-04208-JSW


1 information that the misleading statements were based on were withheld from the Finance

2 department. The only plausible inference is that the Directors knowingly made false statements,

3 and that, if any members of the Finance department were truly misled, the Directors were

4 nonetheless aware of the fraud pervading UCBH.

5 The Directors also argue that until UCBH's last quarter of 2008, which was given

6 "troubled" rating by the FDIC's April 2009 targeted review report, there are no allegations tha

7 the Directors knowingly made false statements. As discussed in On Opp., which is incorporate'

8 by reference herein, the MLR stated that UCBH received "C" ratings for reviews for eve

9 quarter in 2008 in the LIDI program. The MLR also stated that "Given UCB Board an'

10 management weaknesses reported during 2007 through 2009, a lower Management componen

11 rating may have been justified earlier than April 2009..." Id. at 15. The fact that Defendants

12 were successful in hiding the depth of their fraud from bank regulators during the initial part o

13 the Class Period cannot insulate them from liability under the federal securities laws. As

14 discussed above, because of the indisputable evidence of a clear pattern of Directors havinv

15 knowingly made false statements beginning on 1/24/08, the Court should infer that all the false

16 statements made by Directors at all times were made knowingly.

17 The Directors' stock position in UCBH does not negate a strong inference of scienter.'

18 The Directors attempt to convince the Court by their submission of evidence that they did no

19

20 6 The Directors make the claim that "some" of them bought stock during the class period. Tosupport the claim, they submit excerpts of UCBH's March 31, 2008 proxy statement (Ex. M to

21 T. Wu MTD; "First Proxy") and excerpts from UCBH's March 31, 2009 proxy statement (Ex. Nto T. Wu MTD; "Second Proxy"). These exhibits fail to indicate whether any of the Directors

22 increased their common stock positions during the Class Period. Indeed, they suggest that the23 Directors may have decreased their common stock positions. This ambiguity derives from the

fact that the table in the First Proxy groups all beneficially owned securities in one column, while24 the table in the Second Proxy distinguishes between common stock and options. For example,

the First Proxy indicates that Defendant Chau owned 70,693 securities as of March 31, 2008,25 while the Second Proxy indicates that he owned 67,693 shares of common stock and 16,00026 options as of March 31, 2009. Thus, while Chau's position combining stock and options clearly

increased, what transpired with respect to his common stock position is not evident. If Chau27 owned no options as of March 31, 2008, Chau' s common stock position could have actually

decreased by 3,000 shares.28

10PLS. MEMORANDUM OF P&As IN OPP TO DIRECTOR DEFENDANTS' MOTION TO DISMISS Case NoCV 09-04208-JSW


I sell stock before the fraud was disclosed is inadmissible. Von Saher v. Norton Simon Museum o

2 Art at Pasadena, 592 F.3d 954, 960 (9th Cir. 2010) (holding that judicial notice may not be take

3 for the truth of the matter asserted); accord Patel v. Parnes, 253 F.R.D. 531, 545-46 (C.D. Cal.

4 2008) (holding that court can take judicial notice of fact that Form 4 was filed, but cannot take

5 judicial notice that its contents are accurate). Even if the Court finds that Directors purchased an'

6 then held on to stock before the fraud was disclosed, they may have believed they woul•

7 continue to conceal the fraud indefinitely. Indeed, they were able to conceal the fraud fro

8 investors until the bottom fell out in September 2009. See In re Refco, Inc. Sec. Litig., 503

9 F.Supp.2d 611, 646-47 (S.D.N.Y. 2007) (rejecting argument that defendants' stock purchases

10 were inconsistent with fraud, because defendants might have believed that uncollectable

11 receivables could be hidden indefinitely). Regardless, motive is not an essential component o

12 scienter. See Shields v. Citytrust Bancorp., Inc., 25 F.3d 1124, 1128 (2d Cir.1994).

13 However, the Directors did have a strong motive to conceal UCBH's true financia

14 condition in order to obtain TARP funds required to maintain the Company's survival and to

15 prevent a run on the bank. As indicated by the MLR, serious intentional misconduct began i

16 October 2008, when the Company submitted its application to receive over $298.7 million in

17 TARP Funds to stay afloat and continue operations.718 VII. THE CAC SUFFICIENTLY PLEADS CONTROL PERSON LIABILITYs

19

20The Directors had control over UCBH and in particular control over the two operationa

21 areas where the fraud occurred (financial reporting and credit), for the following reasons: the

22 were UCBH Directors and signed the misleading 2007 and 2008 10Ks; Jou, Chau, Ko, Wong,

23 7 Howard, 228 F.3d at 1064 (allegation that CEO and chairman of the board had motive to inflate24 sales to raise financing for company is probative of scienter); In re Time Warner, Inc. Sec. Litig.,

9 F.3d 259, 269-70 (2d Cir. 1993) (upholding allegation that officers were motivated to conceal25 "consideration of [a] rights offering to maintain a high stock price prior to announcement of the26 new rights offering in order to lessen the dilutive effect").

8 Plaintiffs incorporate by reference herein the portions of Thompson Opp. that address the legal27 standard for pleading control person liability and that the CAC alleges UCBH committed a28 primary violation.



1 and Ng were on the Audit and/or Credit Committees, of which Ko and Wong were the Chairmen,

2 respectively; Jou was the Lead Director who interfaced between the Directors and officers;

3 Dennis Wu was CFO at the time the 2007 10k was filed and resigned after Downing stated tha

4 UCBH knowingly issued the 1/24/08 PR that provided false financials for FY2007. Although the

5 CAC does not need to allege Directors' scienter to plead their control liability, they had to have

6 known of UCBH's fraud for the reasons stated above, including that they had to have been aware

7 that the 5/22/09 and 8/6/09 Call Reports UCBH issued contradicted the 4/23/09 and 8/6/09 PRs,

8 respectively, the latter of each of which were filed on the same day, and that UCBH repeated i

9 the 2008 10K the figure for ALL that was in the 2007 10K even after the FDIC told UCBH in its

10 February 2008 Examination that the ALL should be $35 million higher.

11 A vast number of district courts have held that an allegation that a board member who

12 signed an SEC filing that contains a misleading or fraudulent statement can raise a sufficien

13 inference of control because it "comport[s] with common sense to presume that a person who

14 signs his name to a report has some measure of control over those who write the report." Jacob

15 v. Coopers & Lybrand, 1999 WL 101772, *1748 (S.D.N.Y. Feb. 26, 1999). See, e.g., In r-

16 Charles Schwab Corp. Sec. Litig., 257 F.R.D. 534, 555 (N.D. Cal. 2009) ("It makes sense tha

17 the authority to sign and certify the contents of a registration statement implies the authority to

18 effectuate changes to that statement by withholding certification--for example, where

19 misrepresentations are known or suspected. Otherwise, the certification authority is meaningless.

20 The motion, therefore, is denied"); In re Metropolitan Sec. Litig., 532 F.Supp.2d 1260, 129

21 (ED. Wash. 2007) ("persuasive authority indicates that audit committee members, includinv

22 outside directors, who sign SEC filings qualify as control persons"); Tracinda Corp. v.

23 DaimlerChrysler AG, 197 F. Supp. 2d 42, 72 (D. Del. 2002) (as plaintiffs alleged that directors

24 signed pertinent SEC filings, motion to dismiss was denied); In re Alstom SA Sec. Litig., 406

25 F.Supp.2d 433, 487 (S.D.N.Y. 2005) ("courts have held that officer or director status alone does

26 not constitute control.... In contrast, if that same officer or director has signed financial

27 statements containing materially false or misleading statements, courts have held that control as

2812



1 to the financial statements is sufficiently pled") (collecting cases); In re Livent, Inc. Noteholder

2 Sec. Litig., 151 F.Supp.2d 371, 437 (S.D.N.Y. 2001) (holding that an outside director can be

3 presumed to exercise control over management and policies related to "company reports an'

4 SEC registrations that they actually sign"); In re Philip Servs. Corp. Sec. Litig., 383 F.Supp.2•

5 463, 485 (S.D.N.Y. 2004) (directors who also signed registration statement controlled those who

6 wrote the report); In re Enron Corp. Sec., Den y. & ERISA Litig., 258 F.Supp.2d 576, 598 (S.D.

7 Tex. 2003) (same, for outside director and audit-committee member) (citing cases).

8 Many courts have also found that members of an audit committee "had the practica

9 ability to direct [a company's] accounting policies" and are thus statutory control persons an'

10 this should apply to members of the Audit and Credit Committee. In re JWP, Inc. Sec. Litig., 928

11 F. Supp. 1239, 1260 (S.D.N.Y. 1996) (audit committee was not entitled to summary judgment on

12 control person claims); see also In re Nature's Sunshine Prods. Sec. Litig., 486 F. Supp. 2d 1301,

13 1314 (D. Utah 2007) (audit committee chairman had power to direct management and policies

14 related to accounting and auditing); In re Refco, Inc. Sec. Litig., 503 F. Supp. 2d 611, 639-40

15 (S.D.N.Y. 2007) (finding audit committee members responsible for overseeing financial

16 reporting, accounting, and internal controls, and coordinating outside audits, and thus denyinv

17 dismissal of control person claims); Middlesex Retirement System v. Quest Software, Inc., 200:

18 WL 7084629, *13 (C.D. Cal. July 10, 2008) (control person claim was properly stated despite

19 that outside director had "little control over Quest's regular activities" because he was

20 responsible in his role on the compensation and audit committees for backdated option grants

21 and the company's financial statements); Livent, 151 F. Supp. 2d at 437 (outside director an'

22 audit committee member is in control); In re National Century Financial Enterprises, Inc., 504

23 F. Supp. 2d 287, 301 & n.2 (S.D. Ohio 2007) (outside director's "mere status as audit committee

24 chairman . . . does help support an inference that he was in a position of control under the

25 [notice] pleading standard for Section 20(a) claims").

26 Moreover, control persons need only have the power to control. Failure to exercise i

27 properly is not a defense under federal law. Refco, 503 F. Supp. 2d at 639 ("[als another court i

2813



1 this district found in a similar case, the audit committee was clearly the body charged with the

2 specific responsibility of overseeing [the company's] accounting and financial reporting and,

3 therefore, with keeping [the company] on the straight and narrow.... The audit committee

4 defendants need not, of course, have actually exercised that authority to be held liable as control

5 persons") (citations omitted).

6 Lastly, Directors need only have control over UCBH, even if they argue certai

7 employees were not controlled by them or misled them. See Arthur Children's Trust v. Keim,

8 994 F. 2d 1390, 1397 (9th Cir. 1993) (reversing dismissal of control person claim against office

9 as he was "sued not because he controlled those marketing the investment contracts but because

10 he was one of the persons controlling the issuer of the investment contracts"); Underhill v.

11 Royal, 769 F.2d 1426, 1433 (9th Cir. 1985), overruled on other grounds, Reyes v. Ernst &

12 Young, 494 U.S. 56, 64 (1990) (in a post trial motion, evidence that director was aware o

13 questions raised by California Department of Corporations with respect to transaction i

14 question, supported jury finding that the director was vicariously liable under § 15 of the

15 Securities Act and 25504 of the Code, despite director's contention that he reasonably relied o

16 corporate counsel's advice that securities qualified for exemption to registration requirements).

17 As the question of whether the Directors controlled the primary violators is an intensel

18 factual one, even if they suggest that they were not in control, such a question must be answere•

19 by weighing evidence gathered in discovery.

20 VIII. CONCLUSION

21 For the foregoing reasons the Directors' motion should be denied. Should the court giant

22 the Directors' motion, for the same reasons set forth in the Thompson Opp., leave to amend

23 should be granted.

24Dated: January 7, 2011 Respectfully submitted,

25 THE ROSEN LAW FIRM, P.A.

26/s/ Laurence Rosen, Esq.

27 Laurence Rosen (SBN #219683)

2814



333 South Grand Avenue, 25 th Floor1 Los Angeles, CA 90071

2 Telephone: (213) 785-2610Facsimile: (213) 226-4684

3 Email: lrosen(d;rosenleoal.com

4 and

5Phillip Kim, Esq. (pro hac vice)

6 THE ROSEN LAW FIRM, P.A.275 Madison Avenue, 34th Floor

7 New York, New York 10016

8 Telephone: (212) 686-1060Facsimile: (212) 202-3827

9 Email: pkinviirosenlegal.corn

10

11 Lead Counsel for Plaintiffs and the Class

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

2815



1CERTIFICATE OF SERVICE

2

3I, Phillip Kim, pursuant to 28 U.S.C. §1746, hereby declare under penalty of perjury as

4follows:

5

6I am an attorney with the Rosen Law Firm, P.A. I am over the age of eighteen.

On January 7, 2011, I electronically filed the following PLAINTIFFS'7

MEMORANDUM OF POINTS AND AUTHORITIES IN OPPOSITION TO THE8

DIRECTOR DEFENDANTS' MOTION TO DISMISS THE CONSOLIDATED9

AMENDED COMPLAINT with the Clerk of the Court using the CM/ECF system which sent10

notification of such filing to counsel of record set forth in the attached service list.11

On the same date I also caused the document to be submitted to the Stanford Law12

School Class Action Clearinghouse via email to [email protected] .13

Executed on January 7, 2011.14

15/s/ Phillip Kim

16 Phillip Kim

17

18

19

20

21

22

23

24

25

26

27

2816



MASTER SERVICE LIST

Laurence M. Rosen Phillip KimThe Rosen Law Firm, P.A. The Rosen Law Firm, P.A.333 South Grand Avenue 275 Madison Avenue, 34th Floor25th Floor New York, NY 10016Los Angeles, CA 90071 212-686-1060213-785-2610 212-202-3827 (fax)213-226-4684 (fax) [email protected]@rosenlegal.com

Lead Counsel for Lead Plaintiff Kyung Cho,Lead Counsel for Lead Plaintiff Kyung Cho, & Named Plaintiffs Rex Dechakul and David& Named Plaintiffs Rex Dechakul and HwangDavid HwangJames Antone Lassart Steven Mark BauerRopers Majeski Kohn & Bentley Timothy Paul Crudo201 Spear Street Matthew HeltonSuite 1000 Latham & WatkinsSan Francisco, CA 94105 505 Montgomery Street415-543-4800 19th Floor415-972-6301 (fax) San Francisco, CA [email protected] 415-391-0600

415-395-8095 (fax)[email protected]@[email protected]

Counsel for Defendant Ebrahim Shabudin Counsel for Defendant Thomas S. Wu

Jordan Eth Thomas Francis KoegelAnna Erickson White Crowell & Moring LLPCraig Martin 275 Battery Street, 23rd FloorMorrison & Foerster LLP San Francisco, CA 94111425 Market Street 415-986-2800San Francisco, CA 94105 415-986-2827 (fax)415-268-6000 [email protected] (fax)[email protected]@[email protected]

Counsel for Defendant Craig On, Denis Wu, Counsel for E. Lynn Schoemnann InterestedJoseph Jou, Pin Pin Chau, Li-Lin Ko, Party/ Bankruptcy Trustee for UCBHGodwin Wong, David Ng, Daniel P. Riely, Holdings, Inc.and Richard Li-Chung Wang

1


Daniel J. Bergeson William P. KeaneGrace Y. Park Anthony P. SchoenbergBergeson, LLP Nell K. Clement303 Almaden Boulevard, Suite 500 FareIla Braun + Martel LLPSan Jose, CA 95110-2712 235 Montgomery Street, 17th FloorTelephone: (408) 291-6200 San Francisco, CA 94104Facsimile: (408) 297-6000 Telephone: (415) [email protected] Facsimile: (415) [email protected] [email protected]

[email protected]@fbm.com

Counsel for defendants Daniel M. Gautsch, Counsel for defendant John M. KerrDouglas Mitchell, and Robert Nagel

Jeffrey L. BornsteinMikal J. CondonClaudia A. QuirozK&L Gates LLP4 Embarcadero Center, Suite 1200San Francisco, CA 94111Telephone: 415.882.8200Facsimile: 415.882.8220

Counsel for defendant Burton D. Thompson

Nicole Catherine Lavallee Ira Neil RichardsAnthony David Phillips Kenneth I. TrujilloJoseph J. Tabacco, Jr. Jennifer AgnewBerman Devalerio Trujillo Rodriguez & Richards LLCOne California Street 1717 Arch StreetSuite 900 Suite 3838San Francisco, CA 94111 Philadelphia, PA 19103415-433-3200 215-731-9004415-433-6382 (fax) 215-731-9044 (fax)[email protected] [email protected]@[email protected]

Counsel for Lead Plaintiff Movants City of Counsel for Lead Plaintiff Movants City ofPhiladelphia Board of Pensions and Philadelphia Board of Pensions and Retirement,Retirement, and Louisiana Municipal Police and Louisiana Municipal Police EmployeesEmployees Retirement System. Retirement System.

2


Lionel Z. Glancy Dustin Lamm SchubertMichael M. Goldberg Schubert Jonckheer Kolbe & Kralowec LLPGlancy Binkow & Goldberg LLP 3 Embarcadero Center1801 Avenue of the Stars, Suite 311 Suite 1650Los Angeles, CA 90067 San Francisco, CA 94111310/201-9150 415-788-4220(310) 201-9160 (fax) 415-788-0161 (fax)[email protected] [email protected]

Counsel for Lead Plaintiff Movant Mark Counsel for Lead Plaintiff Movant DeKalbCooper, Dominique Durbin, Huy Tran County Pension Fund

James M. Wilson Ramzi AbadouChitwood Harley Barnes LLP Erik David Peterson1230 Peachtree Street, NE Barroway Topaz Kessler Meltzer & Check, LLPPromenade II, Suite 2300 580 California StreetAtlanta, GA 30309 Suite 1750404-873-3900 San Francisco, CA 94104404-876-4476 (fax) [email protected] 415-400-3001 (fax)

[email protected]@btkmc.com

Counsel for Lead Plaintiff Movant DeKalb Counsel for Lead Plaintiff Movants SalvadorCounty Pension Fund Perez, and Chite Lai

Darren Jay Robbins Robert S. GreenBrian 0. O'Mara Green Welling, P.C.Shawn A. Williams 595 Market Street, Suite 2750Coughlin Stoia Geller Rudman & Robbins San Francisco, CA 94105LLP 415-477-6700655 West Broadway, Suite 1900 415-477-6710 (fax)San Diego, CA 92101 CAND.USCOURTS@CLAS SCOUNSEL. COM619/231-1058(619) 231-7423 (fax)e file [email protected]'[email protected]@csgr.com

Counsel for Lead Plaintiff Movant Pension Counsel for Lead Plaintiff Movants Lap YinTrust Fund For Operating Engineers, and Chan, and Wai Shan Chan and Plaintiffs DanielPlaintiff Waterford Township General Nygaard, Wendy Fong, and James ElamEmployees Retirement System

3


Ralph M. Stone Mark Cotton MolumphyAmanda C. Scuder Cotchett, Pitre & McCarthyShalov Stone Bonner & Rocco LLP 840 Malcolm Road485 Seventh Ave, Suite 1000 Suite 200New York, NY 10018 Burlingame, Ca 94010212-239-4340 (650)697-6000Email: [email protected] 650-697-0577 (fax)Email: [email protected] [email protected]

Counsel for Lead Plaintiff Movants Lap Yin Counsel for Lead Plaintiff Movant the YanChan, and Wai Shan Chan and Plaintiffs GroupDaniel Nygaard, Wendy Fong, and JamesElam

Jacqueline Scott CorleyAdrian James SawyerKerr & Wagstaffe LLP100 Spear Street18th FloorSan Francisco, CA 94105415-371-8500415-371-0500 (fax)[email protected]@kerrwagstaffe.com

Counsel for Lead Plaintiff Movant TheFirefighters' Pension System of the City ofKansas City, Missouri Trust

4

Documents

THE ROSEN LAW FIRM, P.A. - Stanford Universitysecurities.stanford.edu/filings-documents/1043/UCBH09_01/201117_r... · 7 THE ROSEN LAW FIRM, P.A. 8 275 Madison Avenue, 34th Floor