IN RE: Brown Company Securities Litigation

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. 01 SAI SR | a oo oo :POLY ina
THE JUDICIAL PANEL no A ae oo Se
ON APR -b 1971 : . oe
MULTIDISTRICT LITIGATION op. | ey Lz ST
: CLES. Lo pA :
IN RE BROWN COMPANY SECURITIES )
OPINION AND ORDER oS SR
BEFORE ALFRED P. MURRAH, CHAIRMAN, AND JOHN MINOR WISDOM, : Bg
EDWARD WEINFELD*, EDWIN A. ROBSON, WILLIAM H. BECKER, JOSEPH i
S. LORD, III, AND STANLEY A. WEIGEL*, JUDGES OF THE PANEL
PER CURIAM
The actions listed on Schedule A were all brought by Lo i
persons who held Brown Company Preferred Stock on June 9, 1970, Co
the date of the merger between Brown and one of its subsidiaries. 7."
Sometime in May, Brown mailed a Proxy Statement to its stock- Lo : or
holders to obtain their approval of the merger and of the proposed i :
conversion of Brown Preferred Stock into Brown Company Debentures : :
and Warrants. These actions were approved at a special stockholder 3 Co
meeting held on June 9, 1970. RE
The plaintiffs allege that the May. Proxy Statement was ERE no
false and misleading in several material respects and that they oo
and the other Brown Preferred stockholders received substantially :
less than the fair value of their interest in Brown. All but
one are brought as class actions on behalf of all Brown Preferred
Stockholders seeking rescission, damages and other related relief. .
* Judges Edward Weinfeld and Stanley A. Weigel were unable to
attend the hearing in this matter but, with the consent of all
parties, participated in this decision.

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The major defendants have moved to transfer all related
actions to the Southern District of New York for coordinated
or consolidated pretrial proceedings under 28 U.S.C. §1407.
The decision on this motion is an easy one for not only do
nearly all parties favor transfer under section 1407, but
they all agree that such a transfer should be to the United
States District Court for the Southern District of New vork.L/
In addition, counsel for the Brown Company presented clear and
cogent reasons for such a transfer at the hearing before us on
February 26, 1971.
The Brown Company, one of the corporate defendants, has
main offices in the Southern District of California and in the
® Southern District of New York. Its corporate records arelocated in California, New York and Michigan but the New York
office is said to be "an ideal repository for the rather
voluminous records that will be required during the course of
these depositions." Gulf & Western, the other corporate defen-
dant, is a Delaware corporation with its main office in the
Southern District of New York. Their officers, directors and
knowledgeable personnel are said to be all in New York City.
With respect to the thirteen individual defendants, nine are
residents of New York and one is moving to New York. The others
I7 The one individual plaintiff has advised the Panel that he
does not oppose transfer and has no preference for any particular
judicial district, His office is in New York City and he
will be caused no inconvenience by the transfer cot these cases to
C that district.

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o - 3 -
are conveniently located to New York and come to New York on
business regularly. Many of the expert witnesses who will
testify come from New York City.
It is clear that this is complex securities litigation
involving many complex questions of fact common to all cases.
The additional fact that most of these actions are brought as
class actions on behalf of the same class practically compels
their transfer to a single district so as to avoid overlapping
or inconsistent class action rulings.2/ In re Air Fare Litiga-
tion, __ F. Supp. __ (JPML 1971) For these reasons, it
is manifest that the convenience of the parties and their witnesses
and the just and efficient conduct of this litigation will be
® furthered by the transfer of these cases to the Southern District
of New York for coordinated or consolidated pretrial proceedings
under section 1407.
IT IS THEREFORE ORDERED that the actions listed on the
attached Schedule A which are pending in other districts be and
the same are hereby transferred to the United States District
Court for the Southern District of New York for coordinated or
consolidated pretrial proceedings under 28 U.S.C. §1407. With
the consent of that court, these actions are hereby assigned to
the Honorable Alvin B. Rubin of the Eastern District of Louisiana
who has been assigned to the Southern District of New York for
the purpose of conducting pretrial proceedings in these cases.
® 2] We are told that at least two of these class actions have
already been approved and the transferee judge will have to
reconcile any overlap between them.

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9 DOCKET NO. 67 SCHEDULE A
SOUTHERN DISTRICT OF NEW YORK
J. Wolfe Golden & Fannette P. Stone, etc. Civil Action
v. Gulf & Western Industries, Inc., et al. No. 70 Civ. 5371
Henry Fogler v. Brown Company : Civil Action
. No. 70 Civ. 3474
WESTERN DISTRICT OF PENNSYLVANIA
Raymond W. Cromer & Marybelle K. Cromer Civil Action
v. Brown Company, et al. No. 70-1412
EASTERN DISTRICT OF PENNSYLVANIA
Michael Shapiro, etc. v. Gulf & Western Civil Action
Industries, Inc., et al. » No. 71-186