Brenton v. V.F. Corporation et al

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLORADO
Civil Action No. 25-cv-02878-NYW-CYC
SHARON BRENTON, individually and on behalf of all others similarly situated,
Plaintiff,
v.
V.F. CORPORATION,
BRACKEN P. DARRELL,
MATTHEW H. PUCKETT,
PAUL AARON VOGEL, and
Defendants.
MINUTE ORDER
Entered by Judge Nina Y. Wang
This matter is before the Court on the Joint Motion for Consolidation of the Actions,
Appointing Co-Lead Plaintiffs and Lead Counsel (“Joint Motion”). [Doc. 25, filed
November 20, 2025]. The Joint Motion was filed by Plaintiffs MainStage Capital Partners,
LP (“MainStage”) and Robert Ruzich (“Mr. Ruzich”) (together, “Movants”). The Movants
request that this case be consolidated with a related action, Ruzich v. V.F. Corporation,
Civil Action No. 25-cv-03555-PAB-SBP (D. Colo.) (the “Ruzich Action”). [Doc. 25 at ¶ 4].
Both cases are putative securities class actions brought under the Securities Exchange
Act (“Exchange Act”), as amended by the Private Securities Litigation Reform Act of 1995
(“PSLRA”), 15 U.S.C. §§ 78aa, 78j(b), 78t(a), and its implementing regulations. [Doc. 1
at ¶¶ 7–8]; Complaint at ¶¶ 9–10, Ruzich v. V.F. Corporation, No. 25-cv-03555-PAB-SBP
(D. Colo. Nov. 6, 2025), Dkt. No. 1 (“Ruzich Complaint”). The Joint Motion also asks the
Court to appoint MainStage and Mr. Ruzich as co-lead plaintiffs and appoint their
respective counsel as co-lead counsel. [Doc. 25 at ¶ 4].
Prior to filing the Joint Motion, MainStage and Mr. Ruzich each moved separately
for consolidation and appointment of lead plaintiff and class counsel (the “Individual
Motions”). [Doc. 19; Doc. 21]. The Court then ordered the Parties to meet and confer
regarding consolidation. [Doc. 23]. The subsequent Joint Status Report represents that
Defendants V.F. Corporation (“VFC”), Bracken P. Darrell, Matthew H. Puckett, and Paul
Aaron Vogel (“Defendants”) agree that the actions should be consolidated but take no
position on the appointment of lead plaintiff or lead counsel. [Doc. 24 at 3]. For the
reasons set forth below, the Joint Motion is GRANTED, and the Individual Motions are
DENIED as moot.
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I. Consolidation with the Ruzich Action
Movants first ask the Court to consolidate this case with the Ruzich Action. [Doc.
25 at ¶ 4]. Rule 42(a) of the Federal Rules of Civil Procedure provides that “[i]f actions
before the court involve a common question of law or fact, the court may . . . consolidate
the actions.” Fed. R. Civ. P. 42(a)(2). The decision to consolidate such actions is left to
the sound discretion of the district court. C.T. v. Liberal Sch. Dist., 562 F. Supp. 2d 1324,
1346 (D. Kan. 2008) (citing Shump v. Balka, 574 F.2d 1341, 1344 (10th Cir. 1978)). Rule
42(a) is intended “to give the court broad discretion to decide how cases on its docket are
to be tried so that the business of the court may be dispatched with expedition and
economy while providing justice to the parties.” Breaux v. Am. Fam. Mut. Ins. Co., 220
F.R.D. 366, 367 (D. Colo. 2004) (quotation omitted). Thus, in exercising this discretion,
the Court weighs both “judicial economy and fairness to the parties.” MSPBO, LLC v.
Adidas N. Am., Inc., No. 13-cv-02287-PAB-KMT, 2014 WL 349102, at *1 (D. Colo. Jan.
30, 2014) (citing Harris v. Ill.-Cal. Express, Inc., 687 F.2d 1361, 1368 (10th Cir. 1982)).
Movants and Defendants agree that this case should be consolidated with the
Ruzich Action. [Doc. 24 at 3]. The Court concurs that consolidation is appropriate. Both
actions stem from the same underlying factual allegations—that Defendants made
materially false statements regarding VFC’s business outlook, leading investors to
purchase VFC stock at inflated prices and suffer losses when the truth emerged.
Compare [Doc. 1 at ¶¶ 1–5], with Ruzich Complaint at ¶¶ 1–8. The cases involve similar
proposed classes and nearly identical claims. See [Doc. 1 at ¶¶ 1, 59, 65–80]; Ruzich
Complaint at ¶¶ 1, 57, 66–81. These factual and legal similarities between the cases
suggest that discovery and motions practice in the two cases will overlap significantly,
meaning that consolidation will facilitate a more efficient resolution of the cases for both
the Parties and the Court. See, e.g., Hufnagle v. Rino Int’l Corp., No. 10-cv-08695-VBF-
VBKx, 2011 WL 710704, at *2 (C.D. Cal. Feb. 14, 2011) (observing that “securities class
actions are particularly suited to consolidation” based on considerations of judicial
economy); Subramanian v. Watford, No. 20-cv-02652-CMA-STV, 2021 WL 1697147, at
*2 (D. Colo. Apr. 29, 2021) (consolidating cases involving “nearly identical false and
misleading statements” that underpinned same alleged violations of the Exchange Act).
And there is no indication that any Party will be prejudiced by consolidation. The Court
is therefore persuaded that this case and the Ruzich Action share common questions of
fact and law that warrant consolidation under Rule 42(a).
Accordingly, the Joint Motion is respectfully GRANTED to the extent the Movants
seek consolidation of this case with the Ruzich Action. With the issue of consolidation
resolved, the Court turns to the request to appoint co-lead plaintiffs. 15 U.S.C. § 78u–
4(a)(3)(B)(ii).
II. Appointment of Co-Lead Plaintiffs
The PSLRA prescribes the procedure for selection of a lead plaintiff in class
actions arising under its terms. First, the plaintiff must publish notice of the action within
20 days of filing the complaint in a “widely circulated national business-oriented
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publication or wire service.” 15 U.S.C. § 78u-4(a)(3)(A)(i). The notice must advise
putative class members of the action, the claims, the purported class period, and that any
putative class member may move for appointment as lead plaintiff within 60 days of the
notice. Id.
There is no dispute that this requirement was met here. Plaintiff published a notice
of this action on the same day the Complaint was filed. [Doc. 1; Doc. 20-3]. The notice
was published in Globe Newswire, [Doc. 20-3], which courts have recognized as a widely
circulated, national, business-oriented news service, see, e.g., Saee v. Enservco Corp.,
No. 22-cv-01267-DDD-STV, 2022 WL 3681988, at *2 (D. Colo. Aug. 25, 2022); Rodriguez
v. DraftKings Inc., No. 21-cv-05739-PAE, 2021 WL 5282006, at *2 (S.D.N.Y. Nov. 12,
2021). The notice describes the action, the asserted claims, and the putative class period,
and explains that any motion for appointment as lead plaintiff must be filed by November
12, 2025. [Doc. 20-3]. This satisfies the notice requirement in § 78u-4(a)(3)(A)(i).
Second, “[a]s soon as practicable” after deciding consolidation, the Court must
“appoint the most adequate plaintiff as lead plaintiff.” § 78u-4(a)(3)(B)(ii). The statute
establishes a rebuttable presumption that the “most adequate plaintiff . . . is the person
or group of persons that”:
(aa) has either filed the complaint or made a motion in response to a
notice under subparagraph (A)(i);
(bb) in the determination of the court, has the largest financial interest in
the relief sought by the class; and
(cc) otherwise satisfies the requirements of Rule 23 of the Federal Rules
of Civil Procedure.
Id. § 78u-4(a)(3)(B)(iii)(I). The presumption may only be rebutted upon proof that the
presumptively most adequate plaintiff either “will not fairly and adequately protect the
interests of the class” or “is subject to unique defenses that render such plaintiff incapable
of adequately representing the class.” Id. § 78u-4(a)(3)(B)(iii)(II).
A. Whether Movants Satisfy Rule 23 and the PSLRA
Although the Joint Motion is unopposed, the Court “must still consider the factors
under the PSLRA to ensure that the movant is the most adequate plaintiff.” Clifford v.
TRON Found., No. 20-cv-02804-VSB, 2020 WL 3577923, at *2 (S.D.N.Y. June 30, 2020).
Upon review, the Court finds that those factors are satisfied. First, both Movants filed
their respective Individual Motions within 60 days of the notice. 15 U.S.C. § 78u-
4(a)(3)(A)(i), (a)(3)(B)(iii)(I)(aa). Although the Joint Motion was filed after the 60-day
deadline, “courts have permitted amended motions by groups that were combined after
the 60-day deadline as long as each member of the amended group previously filed a
timely motion for appointment as lead plaintiff.” Sokolow v. LJM Funds Mgmt., Ltd., No.
18-cv-01039, 2018 WL 3141814, at *2 (N.D. Ill. June 26, 2018) (collecting cases).
Second, each Movant claims a substantial financial interest in the relief sought.
The PSLRA does not provide a method for calculating the “largest financial interest” of a
potential lead plaintiff. To assess a movant’s financial interest, courts generally apply the
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four-factor test announced in Lax v. First Merch. Acceptance Corp., No. 97-cv-02715,
1997 WL 461036, at *5 (N.D. Ill. Aug. 11, 1997). See, e.g., Armbruster v. Gaia, Inc., No.
22-cv-03267-NYW-STV, 2023 WL 2613817, at *2 (D. Colo. Mar. 23, 2023) (collecting
cases); Saee, 2022 WL 3681988, at *2; In re Millennial Media, Inc. Sec. Litig., 87 F. Supp.
3d 563, 569 (S.D.N.Y. 2015); see also 7 William B. Rubenstein, Newberg & Rubenstein
on Class Actions § 22:42 (6th ed., Dec. 2025 update) (observing that “most courts” apply
the Lax test). The four Lax factors are “(1) the total number of shares purchased during
the class period; (2) the number of net shares purchased during the class period; (3) the
total net funds expended during the class period; and (4) the approximate losses
suffered.” Armbruster, 2023 WL 2613817, at *2; see also Lax, 1997 WL 461036, at *5.
Courts typically view the fourth factor—the movant’s approximate financial loss—as the
most important. Millennial Media, 87 F. Supp. 3d at 569; Rubenstein, supra, § 22:42
(explaining that most courts place “primary emphasis” on the fourth factor); see also
Subramanian, 2021 WL 1697147, at *2 (“[C]ourts routinely look to the movant's financial
loss as the most significant factor.”).
Here, MainStage claims a loss of $133,657.42 based on its purchase of 33,000
shares during the class period proposed in this action. [Doc. 20-2]. Mr. Ruzich claims a
loss of $444,247 based on his and his assignors’ combined purchase of 26,054 shares.
[Doc. 22-1]. The Court need not assess the claimed losses to verify whether Mr. Ruzich
has indeed suffered the greater loss because, as explained below, the Court finds that
appointment of Movants as co-lead plaintiffs is appropriate. See infra Part II.B. Instead,
the Court notes that nothing in the record suggests that any eligible plaintiff has suffered
a greater financial loss than either of the Movants or would otherwise have a greater
financial interest in the outcome of this litigation. Accordingly, the Court finds that
Movants have satisfied the largest financial interest requirement. See Armbruster, 2023
WL 2613817, at *3 (finding this requirement satisfied where no other eligible plaintiffs
moved for appointment or disputed movant’s claimed losses); Saee, 2022 WL 3681988,
at *3 (same).
Third, the Court considers whether Movants have met the requirements of Rule
23. In assessing the most adequate plaintiff under the PLSRA, only two prongs of Rule
23 are relevant: typicality and adequacy. Fed. R. Civ. P. 23; see, e.g., In re Ribozyme
Pharms., Inc. Sec. Litig., 192 F.R.D. 656, 658 (D. Colo. 2000); Millennial Media, 87 F.
Supp. 3d at 571. “Typicality is satisfied when the representative plaintiffs’ claims arise
from the same event, practice or course of conduct that provides the basis of class claims
and are grounded in the same legal or remedial theory.” Friedman v. Quest Energy
Partners LP, 261 F.R.D. 607, 612 (W.D. Okla. 2009) (citing Adamson v. Bowen, 855 F.2d
668, 676 (10th Cir. 1988)). Adequacy exists where there are “common interests between
the proposed lead plaintiffs and the class,” and where the proposed lead plaintiffs are
willing to “vigorously prosecute the action.” Id. at 613; see also Rutter & Wilbanks Corp.
v. Shell Oil Co., 314 F.3d 1180, 1187–88 (10th Cir. 2002) (framing the inquiry as whether
proposed lead plaintiffs and their counsel have conflicts of interest with other class
members and whether they are willing to vigorously prosecute the action).
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The Court finds that Movants satisfy typicality and adequacy. With respect to
typicality, Movants’ claims arise from the same alleged false statements by Defendants
that led the putative class members to purchase shares at inflated prices and then suffer
losses when the truth emerged and share prices decreased. See, e.g., [Doc. 1 at ¶¶ 22–
39]; Ruzich Complaint at ¶¶ 23–43 (describing nearly identical alleged false statements).
Movants’ claims also arise from the same legal theory as the claims of the putative class—
that Defendants’ alleged statements violated sections 10(b) and 20(a) of the Exchange
Act. See [Doc. 1 at ¶¶ 65–80]; Ruzich Complaint at ¶¶ 66–81. As for adequacy, the
Court discerns no potential conflicts of interest between Movants and the putative class.
The Court further finds that the Individual Motions and Joint Motion sufficiently establish
that Movants are willing to vigorously prosecute this litigation.
Having concluded that Movants satisfy the PSLRA’s requirements for identifying
the most adequate plaintiff, the Court turns to whether Movants’ proposed co-lead plaintiff
structure is appropriate.
B. Whether Appointment of Co-Lead Plaintiffs is Appropriate
The PSLRA does not explicitly address appointment of co-lead plaintiffs. Some
courts have refused to appoint co-lead plaintiffs “on the grounds that such a structure was
not envisioned by the PSLRA or would undermine the aims of the statute, . . . or because
the need for such a structure was not established by the circumstances of the particular
case.” In re NYSE Specialists Sec. Litig., 240 F.R.D. 128, 139 (S.D.N.Y. 2007) (citing
Pirelli Armstrong Tire Corp. Retiree Med. Benefits Tr. v. LaBranche & Co., 229 F.R.D.
395, 418–20 (S.D.N.Y. 2004)); see also, e.g., Cohen v. U.S. Dist. Ct. for N. Dist. of Cal.,
586 F.3d 703, 711 n.4 (9th Cir. 2009) (observing, in dicta, that the PSLRA “suggest[s]
that the district court should appoint only one lead plaintiff, whether an individual or a
group,” and appointment of co-lead plaintiffs would “tend to run counter to the sequential
inquiry we outlined for selection of lead plaintiff”).
In other cases, however, “courts have determined that the interests of a proposed
class will be served best by the appointment of co-lead plaintiffs or multiple lead plaintiffs
who did not move initially as a group.” Pirelli, 229 F.R.D. at 419 (collecting cases). For
instance, appointing co-lead plaintiffs may “ensure broader representation of all plaintiffs,
for example, by appointing one lead plaintiff who is an individual private investor and one
lead plaintiff that is an institutional investor.” Spurbeck v. Petco Health & Wellness Co.,
No. 25-cv-01667-JLS-VET, 2025 WL 3251605, at *4 (S.D. Cal. Nov. 20, 2025) (quotation
omitted) (collecting cases). Thus, “courts routinely adopt a co-lead plaintiff structure
where it best serves the interests of the proposed class given the circumstances of the
particular case.” Millennial Media, 87 F. Supp. 3d at 570–71 (cleaned up) (collecting
cases) (appointing co-lead plaintiffs where one plaintiff suffered greater financial loss but
other plaintiff owned shares during entire class period). Whether to appoint co-lead
plaintiffs is within the district court’s discretion. Spurbeck, 2025 WL 3251605, at *4; Pirelli,
229 F.R.D. at 420 (recognizing that the court possesses “acknowledged discretion in the
lead plaintiff appointment process”).
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Applying these principles, the Court finds that appointing Movants as co-lead
plaintiffs will best serve the interests of the putative class. Although Mr. Ruzich has
suffered the greater financial loss, [Doc. 25 at ¶¶ 5–6], MainStage is an institutional
investor, “the type of investor Congress prefers as lead plaintiff[],” Millennial Media, 87 F.
Supp. 3d at 570. This Court concurs with the numerous other district courts that have
found it desirable to appoint an individual investor and an institutional investor as co-lead
plaintiffs, “since each may bring a unique perspective to the litigation.” Laborers Local
1298 Pension Fund v. Campbell Soup Co., No. 00-cv-00152-JEI, 2000 WL 486956, at *3
(D.N.J. Apr. 24, 2000); see also, e.g., Sokolow, 2018 WL 3141814, at *5 (“[M]ore diverse
groups can better serve the interests of class members in securities class actions.”
(collecting cases)); Johnson v. Pozen Inc., No. 1:07-cv-00599, 2008 WL 474334, at *2
(M.D.N.C. Feb. 15, 2008) (collecting cases). As the Joint Motion reflects, Movants appear
to be cooperating, and the Court agrees that a dispute over lead plaintiff appointment
would serve neither judicial economy nor the best interests of the putative class. [Doc.
25 at ¶ 9]; see also In re Flight Safety Techs., Inc. Sec. Litig., 231 F.R.D. 124, 131 (D.
Conn. 2005) (appointing co-lead plaintiffs where co-lead plaintiff structure would
“enhance, rather than reduce, the efficiency of the litigation” (quotation omitted)).
Accordingly, in its discretion, the Court concludes that appointment of Movants as
co-lead plaintiffs is appropriate. The Joint Motion is GRANTED insofar as Movants
request that they be appointed as co-lead plaintiffs.
III. Appointment of Co-Lead Class Counsel
Movants next request that the Court appoint their respective counsel—Levi &
Korsinsky LLP for MainStage and Pomerantz LLP for Mr. Ruzich—as co-lead counsel.
[Doc. 25 at ¶ 11]. The PSLRA permits lead plaintiffs to select and retain class counsel,
“subject to the approval of the court.” 15 U.S.C. § 78u-4(a)(3)(B)(v). The Court will not
disturb a lead plaintiff’s choice of counsel unless necessary to “fairly and adequately
protect the interests of the class.” Armbruster, 2023 WL 2613817, at *4 (quotation
omitted); accord Friedman, 261 F.R.D. at 615.
Movants have submitted materials detailing the background and accomplishments
of their chosen counsel. [Doc. 20-4; Doc. 22-4]. Upon review, the Court finds that Levi
& Korsinsky LLP and Pomerantz LLP are experienced in securities class action litigations
like this one, with the resources and capability to adequately represent the interests of
the putative class. The Court additionally notes that another district court recently
approved these firms as co-lead counsel in a PSLRA class action. See Savant v. iRobot
Corp., No. 25-cv-05563-JHR-GS, 2025 WL 2821806, at *2 (S.D.N.Y. Oct. 3, 2025). The
Court thus approves Levi & Korsinsky LLP and Pomerantz LLP as co-lead counsel.
Accordingly, it is ORDERED that:
(1) The Joint Motion for Consolidation of the Actions, Appointing Co-Lead
Plaintiffs and Lead Counsel [Doc. 25] is GRANTED;
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(2) The Motion of MainStage Capital Partners, LP for Consolidation of the
Actions, Appointment as Lead Plaintiff, and Approval of Selection of
Counsel [Doc. 19] is DENIED as moot;
(3) The Motion of Robert Ruzich for Consolidation, Appointment as Lead
Plaintiff, and Approval of Lead Counsel [Doc. 21] is DENIED as moot;
(4) Pursuant to Federal Rule of Civil Procedure 42 and D.C.COLO.LCivR 42.1,
the Clerk of Court shall CONSOLIDATE this case with Ruzich v. V.F.
Corporation, Civil Action No. 25-cv-03555-PAB-SBP;
(5) The Clerk of Court is DIRECTED to reassign the magistrate judge referral
duties in Civil Action No. 25-cv-03555-SBP to Magistrate Judge Cyrus Y.
Chung;
(6) The Parties shall file all pleadings and papers in this action under the
caption of:
Civil Action No. 25-cv-02878-NYW-CYC
Consolidated with Civil Action No. 25-cv-03555-NYW-CYC
(7) All filings shall be made in Civil Action No. 25-cv-02878-NYW-CYC;
(8) Levi & Korsinsky LLP and Pomerantz LLP are APPOINTED as co-lead
counsel; and
(9) The Parties are ORDERED to comply with the Minute Order dated
November 7, 2025 [Doc. 16] issued by the Honorable Cyrus Y. Chung.
DATED: December 16, 2025
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