Lawsuit Overview
Settlement Overview
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September 20, 2010 - The court preliminarily approved the settlement.
August 9, 2010 - A stipulation of settlement was filed by the parties.
February 11, 2010 - A motion to dismiss the second amended consolidated complaint was filed.
December 28, 2009 - A second amended consolidated complaint was filed.
November 30, 2009 - The court granted the defendants’ motion to dismiss.
March 20, 2009 - A motion to dismiss the amended consolidated complaint was filed.
February 3, 2009 - An amended consolidated complaint was filed.
April 11, 2008 - An investor in American Depositary Shares (ADS) of Agria Corporation (NYSE: GRO) filed a lawsuit in the U.S. District Court for the Southern District of New York against Agria Corporation over alleged violations of Federal Securities Laws in connection with certain allegedly false and misleading statements made between November 6, 2007 and April 8, 2008.
The plaintiff alleges that between November 6, 2007 and April 8, 2008 Agria Corporation and certain of its officers and directors violated the Securities Act of 1933 by failing to disclose and misrepresent the following material adverse facts which were known to defendants or recklessly disregarded by them: (1) that Agria Corporation had failed to secure enforceable employment agreements with its Chief Operating Officer ( COO ) and other key executives prior to its IPO; (2) that Agria Corporation was in active negotiations with its COO and other key executives to provide multi-million dollar compensation packages in order to secure their future services (which were key to Agria Corporation's future success); (3) that these dramatically increased compensation expenses would materially impact Agria Corporation's financial results going forward, specifically by increasing its general and administrative expenses, and decreasing its operating profit and margins; (4) that, as a result of the above, the Agria Corporation's financial results following its IPO would in no way be analogous to the financial statements provided in its Registration Statement; (5) that the failure of Agria Corporation to successfully negotiate enforceable employment agreements with its COO and other key executives would significantly affect its ability to execute its stated operating strategies due to the executives' critical importance to Agria Corporation; (6) that various accounting and payment issues, which existed at the time of the IPO, would subsequently prohibit Agria Corporation's auditors from completing its audit of Agria Corporation's financial statements; (7) that Agria Corporation lacked adequate internal and financial controls; and (8) that, as a result of the foregoing, Agria Corporation's Registration Statement was false and misleading at all relevant times.
On November 6, 2007 Agria Corporation conducted its IPO. In connection with its IPO, Agria Corporation filed a Registration Statement with the SEC. The IPO was a financial success for Agria Corporation and its selling shareholder, Brothers Capital Limited, as they raised over $282 million by selling 17,150,000 of Agria Corporation's securities to investors at a price of $16.50 per share.
On April 7, 2008 after the close of the market, Agria Corporation shocked investors when it announced that its auditors were unable to begin their audit of Agria Corporation's financial statements for 2007 due to various accounting and payment issues. Agria Corporation warned that given the substantial delay in the commencement of the audit process, there is a risk that Agria Corporation may not be able to file its Annual Report on time, and retracted its previously provided guidance for the fourth quarter of 2007, and first quarter and full year of 2008. Agria Corporation also announced that its COO had resigned.
Further, Agria Corporation disclosed for the first time that its Chief Executive Officer was actively involved in protracted compensation negotiations with the COO and other key executives. These executives stood to receive $18 million in cash and transfer of Agria Corporation shares (which represented 22% of Agria Corporation) so as to provide incentive for their continuing service and align their interests with those of the shareholders. As Agria Corporation noted, payment of cash and/or shares to the COO and other executives as compensation and incentive for their past and continuing services in connection with the proposed transaction will likely result in material compensation charges to Agria Corporation in the period in which the payment is made. Upon the release of this news, shares of Agria Corporation's securities (NYSE: GRO) declined $3.34 per share, or almost 38 percent, to close on April 8, 2008 at $5.46 per share, on unusually heavy trading volume. This closing price on April 8, 2008 represented a cumulative loss of $11.04, or 66.9 percent, of the value of Agria Corporation's shares at the time of its IPO just months prior.
Agria Corporation engages in the research and development, production, and sale of upstream agricultural products in the People's Republic of China.