September 12, 2008

Unifying Intent

Can the sheer number of accounting errors negate an inference of fraud? In In re Ceridian Corp. Sec. Litig., 2008 WL 4163782 (8th Cir. Sept. 11, 2008), the U.S. Court of Appeals for the Eighth Circuit had an opportunity to address that question.

Between February 2004 and April 2005, Ceridian announced three financial restatements. The restatements were based on a variety of apparently unrelated accounting errors over a number of years. The district court found that the sheer number of accounting errors, which involved dozens of employees, made it "almost inconceivable that there could have been any unifying intent behind the errors, much less an intent to defraud."

The Eighth Circuit agreed. Even in conjunction with the plaintiffs' other scienter allegations - including insider trades, SOX certifications, confidential witness statements about pre-class period conduct, and an ongoing SEC investigation - the court found that "the opposing inference that Ceridian and the controlling officer defendants should have known about the many accounting errors" was more compelling than the inference that they knew about the errors. The court concluded that the plaintiffs had "a viable claim of negligence, but not of fraud."

Holding: Dismissal affirmed.

Posted by Lyle Roberts at September 12, 2008 10:43 PM | TrackBack
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