Stein v. Contango Oil & Gas Company
- Analisa Torres
- 1:21-cv-06769
- U.S. District Court · Southern District of New York
- 4
Stein v. Contango Oil & Gas Company: Judge Torres consolidated three merger-related securities cases and appointed Juan Monteverde interim class counsel.
The order affects plaintiffs Shiva Stein, Matthew Whitfield, and Gerald Byerly; the named defendants; the proposed class in Byerly’s case; and Juan Monteverde, who was appointed interim lead counsel. It combines the three cases, sets a schedule-related requirement, and does not resolve the underlying securities claims.
What happened
In Stein v. Contango Oil & Gas Company, Shiva Stein, Matthew Whitfield, and Gerald Byerly brought related cases about a proposed merger involving Contango Oil & Gas Company and Independence Energy and its affiliates. They alleged that a registration statement filed with the Securities and Exchange Commission was materially incomplete and misleading and sought to stop steps supporting the merger.
The court found that the cases involved the same events, transactions, and legal and factual questions. It also found that combining them would avoid inconsistent orders and would not prejudice the parties. Only Byerly sought appointment of interim counsel for a proposed class, and no party opposed that request.
Judge Analisa Torres consolidated the three cases, designated case number 21 Civ. 7327 as the lead case, and granted Byerly’s motion as to appointing Juan Monteverde as interim lead counsel. The parties were ordered to propose a schedule for an amended, consolidated class-action complaint and the defendants’ response.
The detailed version
- Stein v. Contango Oil & Gas Company · No. 1:21-cv-06769
- Analisa Torres
- Sept. 20, 2021
Background
The court addressed three related cases brought by Shiva Stein, Matthew Whitfield, and Gerald Byerly against Contango Oil & Gas Company, members of its board, Independence Energy LLC, and other named defendants. The plaintiffs alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission Rule 14a-9. Their claims arose from a proposed merger between Contango and Independence Energy and its affiliates.
The plaintiffs alleged that the defendants filed a materially incomplete and misleading registration statement with the Securities and Exchange Commission before the proposed merger. They claimed that the statement misrepresented or omitted material information needed by Contango shareholders to make an informed decision. The complaints also sought to enjoin, or stop, several steps supporting the merger.
Consolidation
The court applied Federal Rule of Civil Procedure 42(a), which allows related cases sharing common legal or factual questions to be combined. It found that all three cases arose from the same events and transactions and involved the same alleged registration-statement deficiencies and statutory claims. The court also found that consolidation would prevent inconsistent orders concerning the same transactions and that there was no indication of prejudice. No party had objected.
The court therefore consolidated the three cases and directed the clerk to use No. 21 Civ. 7327 as the lead case.
Interim Lead Counsel
Federal Rule of Civil Procedure 23(g)(3) allows a court to appoint interim counsel for a proposed class before deciding whether to certify a class. Only Byerly brought his action on behalf of a proposed class. Because no other applications were filed and no opposition was submitted, the court granted Byerly’s motion as to appointing Juan Monteverde of Monteverde & Associates PC as interim lead counsel. The court found that Monteverde was experienced and well-qualified to handle complex securities litigation.
Ruling and Next Steps
Judge Analisa Torres ordered the parties to submit, by September 27, 2021, a proposed schedule for filing an amended, consolidated class-action complaint and for the defendants’ response. The clerk was also directed to terminate the specified motions in the individual cases. The order addressed case management and interim counsel; it did not decide whether the alleged securities-law violations occurred or whether the requested injunction should issue.
Read the full 4-page opinion on CourtListener, the free public archive maintained by the Free Law Project.