Kyung Cho, et al. v. UCBH Holdings, Inc., et al. 09-CV ...securities.stanford.edu/.../1043/UCBH09_01/201117_r08x_09CV0420… · Case3:09-cv-04208-JSW Document170 Filed01/07/11 Pagel

Case3:09-cv-04208-JSW Document170 Filed01/07/11 Pagel of 29

Laurence M. Rosen (SBN # 219683)1 THE ROSEN LAW FIRM, P.A.2 333 South Grand Avenue, 25 th Floor

Los Angeles, CA 900713 Telephone: (213) 785-2610

Facsimile: (213) 226-46844 Email: [email protected]

5and

6Phillip Kim, Esq. (pro hac vice)

7 THE ROSEN LAW FIRM, P.A.8 275 Madison Avenue, 34th Floor

New York, New York 100169 Telephone: (212) 686-1060

Facsimile: (212) 202-382710 Email: pkintleirosenleoal.com

11Lead Counsel for Lead Plaintiff

12UNITED STATES DISTRICT COURT

13 NORTHERN DISTRICT OF CALIFORNIA

14 SAN FRANCISCO DIVISION

15 KYUNG CHO; REX DECHAKUL; AND DAVID ) Case No. CV-09-4208-JSWHWANG, INDIVIDUALLY AND ON BEHALF ) CV-09-4429-JSW

16 OF ALL OTHERS SIMILARLY SITUATED, ) CV-09-4449-JSW) CV-09-4505-JSW17 Plaintiffs,) CV-09-4513-JSW

18 vs. )

UCBH HOLDINGS, INC.; THOMAS S. WU; ) PLAINTIFFS' OPPOSITION TO19

) DEFENDANT THOMAS WU'SEBRAHIM SHABUDIN; CRAIG ON; DENNIS20 WU; ROBERT NAGEL; JOHN M. KERR; ) MOTION TO DISMISS

DANIEL M. GAUTSCH; DOUGLAS,) CLASS ACTION 21 MITCHELL; BURTON D. THOMPSON; JOHN )

CINDEREY; JOSEPH J. JOU; PIN PIN CHAU; )22 \ Hon. Jeffrey S. White

LI-LIN KO; JAMES KWOK; QINGYUAN WAN; )) Hearing Date: Febrhuary 18, 201123 GODWIN WONG; DAVID NG; DANIEL P.

RILEY; and RICHARD LI-CHUNG WANG ) Courtroom: 11, 19 Floor

24Time: 9:00 am.

)

25Defendants. )

)

26

270

28 Plaintiffs' Opposition to Defendant Thomas Wu's Motion to Dismiss Civil Action No. 09-04208-JSW

Case3:09-cv-04208-JSW Document170 Filed01/07/11 Page2 of 29

1 TABLE OF CONTENTS

2 Page

3 ISSUES TO BE DECIDED vi

4 SUMMARY OF THE ARGUMENT vii

5 I. THE CAC ADEQUATELY ALLEGES THOMAS WU'S SCIENTER 1

6 A. Scienter Pleading Standard 1

7 B. Wu Made False Statements 2

8 1. The Restatement is an Admission That UCBH's Financial Statements,

9 Internal Controls and SOX Certifications for The Q4 and FY Ended

10 2008, Q1 2009, and Q2 2009 Are False 211

2. 2008 and Q1 2009 Results Were False 312

13 3. Call Reports Further Demonstrate Falsity of Q1 and Q2 2009 5

14 4. False SOX Certifications 6

15 5. UCBH's Deliberate Concealment of its True Financial Condition

16 Further Demonstrate the Falsity of its Financial Statements, Related

17 Statements of ALL, Provision and Net Income (Loss), and Adequacy of

18 Internal Controls 719

6. Wu Made False Statements During Conference Calls 920

C. Wu Acted with Scienter 1021

22 1. Falsity Allegations Support a Strong Inference of Scienter 10

23 2. Other Allegations Supporting a Strong Inference of Scienter 13

24 II. THE CAC ADEQUATELY ALLEGES CONTROL PERSON

25 LIABILITY 15

26 IV. CONCLUSION 15

27



1 TABLES OF AUTHORITIES

2 Cases Page(s)

3 Atlas v. Accredited Home Lenders Holding Co.,

4 556 F.Supp.2d 1142 (S.D.Ca1.2008) 9

5 Baron v. Smith,

6 380 F.3d 49 (1st Cir. 2004) 3

7 Eshelman v. Othoclear Holdings, Inc.,

8 2009 WL 506864 (N.D. Cal. Feb. 27, 2009) 13

9 Far East National Bank v. United Commercial Bank,

10 No. 315690 (San. Cty. Super. Ct.) 14

ii Howard v. Everex Sys., Inc.,

12 228 F.3d 1057 (9th Cir. 2000) vii, 2

13 In re 2007 Novastar Fin., Inc. Sec. Litig.,

14 2008 WL 2354367 (W.D. Mo. Jun. 4, 2008) 3

15 In re ArthoCare Corp. Sec. Litig.,

16 2010 WL 2901536 (W.D. Tex. Jul. 20, 2010) 3

17 In re BISYS Sec. Litig.,

18 397 F.Supp.2d 430 (S.D.N.Y. 2005) 3

19 In re Countrywide Fin. Corp. Den y. Litig.,

20 554 F.Supp.2d 1044 (C.D. Cal. 2008) 7

21 In re Countrywide Fin. Corp. Sec. Litig.,

22 588 F.Supp.2d 1132 (C.D. Cal. 2008) vii, 11,12

23 In re Cylink Sec. Litig.,

24 178 F.Supp.2d 1077 (N.D. Cal. 2001) 3

25 In re Daou Sys. Inc.,

26 411 F. 3d 1006 (9th Cir. 2005) 1,11

27



1 TABLES OF AUTHORITIES(Continued)

2Cases Page(s)

3In re Downey Sec. Litig.,

42009 WL 2767670 (C.D. Cal. Aug. 21, 2009) 7

5In re Hutchinson Tech., Inc. Sec. Litig.,

6502 F.Supp.2d 884 (D. Minn 2007) 6

7In re LDK Solar Sec. Litig.,

82008 WL 4369987 (N.D. Cal. Sept. 24, 2008) 2

9In re Metawave Communications Corp. Sec. Litig.,

10298 F.Supp.2d 1056 (W.D. Wash. 2003) 3

11In re New Century,

12588 F.Supp.2d 1206 (C.D.Ca1.2008) 9

13In re Pixar Sec. Litig.,

14450 F.Supp.2d 1096 (N.D. Cal. 2006) 9

15In re Rackable Systems, Inc. Sec. Litig.,

162010 WL 3447857 (N.D. Cal. Aug. 27, 2010) 13

17In re Read-Rite Corp. Sec. Litig.,

18335 F.3d 843 (9th Cir. 2003) 10

19In re Refco, Inc. Sec. Litig.,

20503 F.Supp.2d 611 (S.D.N.Y. 2007) 15

21In re Sipex Corp., Sec. Litig.,

222005 WL 3096178 (N.D. Cal. Nov. 17, 2005) vii, 3

23J&R Mktg., SEP v. Gen. Motors Corp.,

242007 WL 655291 (E.D. Mich. Feb. 27, 2007) 3

25Kaplan v. Rose,

26 al49 F.3d 1363 (9 Cir. 1994) 1027



TABLES OF AUTHORITIES(Continued)

2Cases Page(s)

3Kowal v. MCI Commc'ns Corp.,

416 F.3d 1271 (D.C. Cir. 1994) 10

5Merck & Co, Inc. v. Reynolds,

6130 S.Q. 1784 (2010) 14

7No 84 Employer-Teamster Joint Counsel Pension Trust Fund v. Am. West Holding

8 Corp.,9

320 F.3d 920 (9th Cir. 2003) 2, 1410

Nursing Home Pension Fund, Local 144 v. Oracle Corp.,11

380 F.3d 1226 (9th Cir. 2004) 1212

Root P 'Ship v. Land's End, Inc.,13 al965 F.2d 1411 (7 Cir. 1992) 614

Siracusano v. Matrixx Initiatives, Inc.,15

585 F.3d 1167 (9th Cir. 2009) 1316

South Ferry LP, No. 2 v. Killinger, ,17

542 F.3d 776 (9th Cir. 2008) vii, 1, 2, 1118

Takara Trust v. Molex Inc.,19

429 F.Supp.2d 960 (N.D. Ill. 2006) 320

Teamsters Local 617 Pension and Welfare Funds v. Apollo Group, Inc.,21

633 F.Supp.2d 763 (D. Ariz. 2009) 2, 1322

Tellabs v. Makor Issues & Rights, Ltd.,23

551 U.S. 308 (2007) 1, 2, 1324

U.S. v. Klein,25

340 F.2d 547 (2d Cir. 1965) 1426

27



1 TABLES OF AUTHORITIES(Continued)

2Cases Page(s)

3U.S. v. York,

4933 F.2d 1343 (7th Cir. 1991) 14

5Warsaw v. Xoma,

6 al74 F.3d 955 (9 Cir. 1996) 87

Waterford Township Gen. Emp. Retire. Sys. v. BankUnited Fin. Corp.,8

2010 WL 1332574 (S.D. Fla. Mar. 30, 2010) 149

Wilson v. Williams,10

182 F.2d 562 (7th Cir. 1999) 1411

Zucco Partners, LLC v. Digimarc Corp.,12

552 F.3d 981 (9th Cir. 2009) 1, 6, 1313

14Statutes

1515 U.S.C. §78u-4(b)(1)(B) 3

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24

25

26

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Case3:09-cv-04208-JSW Document170 Filed01 /07/11 Page7 of 29

1 ISSUES TO BE DECIDED

2 1. Does the CAC adequately allege that Defendant Thomas Wu made false or

3 misleading statements?

4 2. Does the CAC adequately allege facts, that individually or holistically, create a

5 strong inference that Defendant Thomas Wu acted with scienter, i.e. acted knowingly or with

6 deliberate recklessness?

7 3. Does the CAC adequately allege control person liability against Thomas Wu?

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

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27vi



1 SUMMARY OF THE ARGUMENT

2 Wu's attempt to dodge liability is futile. The CAC enumerates specific statements of Wu,

3 the CEO, that are demonstrably false and misleading. Wu signed each of the Company's 10Qs

4 and 10Ks containing the Company's concededly false financial statements. Wu also signed

5 false SOX certifications attesting that the Company's internal controls were adequate, that the

6 financial statements were accurate, and that he was not aware of any undisclosed fraudulent

7 conduct. Therefore all of these false statements are properly attributable to him. Howard v.

8 Everex Sys., Inc., 228 F.3d 1057, 1061 (9th Cir. 2000). These SEC filings were false because

9 the Company admitted it had to restate its financial statements. See In re Sipex Corp., Sec.

10 Litig., 2005 WL 3096178, *1 (N.D. Cal. Nov. 17, 2005). Additionally, the Company's internal

11 investigation and the MLR found that Wu fostered a lack of adequate internal controls in an

12 effort to mask the Company's deteriorating financial condition.

13 The CAC further demonstrates that Wu intentionally deceived investors and the FDIC

14 because: (a) senior management engaged in deliberate misconduct to conceal the Company's

15 deteriorating loan portfolio, including but not limited to altering loan documents, lying to the

16 Company's auditors, and regulators; (b) Wu intentionally concealed the declining value of the

17 loan portfolio from the board, (c) Wu was forced to resign upon conclusion of the investigation;

18 (d) Wu admitted he performed weekly "hands on" review and monitoring of ALL, Provision,

19 and loan portfolio; (e) Wu made numerous false reassurances; (f) ALL, Provision, loan portfolio

20 and internal controls were core to the Company's continued survival, and (f) because of the

21 magnitude and breadth of the restatement and internal control deficiencies. See, e.g., South

22 Ferry LP, No. 2 v. Killinger, 542 F.3d 776, 782 (9th Cir. 2008); In re Countrywide Fin. Corp.

23 Sec. Litig., 588 F.Supp.2d 1132, 1194 (C.D. Cal. 2008). Given these iron clad set of facts

24 showing Wu's liability for securities fraud, Wu's motion should be denied.

25

26

27



I I. THE CAC ADEQUATELY ALLEGES THOMAS WU'S SCIENTER12

2 A. Scienter Pleading Standard

3 A complaint alleging violations of Section 10(b) of the Exchange Act must state facts giving

4 rise to a strong inference that the defendants made false or misleading statements either

5 intentionally or with deliberate recklessness. Zucco Partners, LLC v. Digimarc Corp., 552 F.3d

6 981, 991 (9th Cir. 2009). Deliberate recklessness is conduct that "reflects some degree of

7 intentional or conscious misconduct." South Ferry LP, No. 2 v. Killinger, 542 F.3d 776, 782

8 (9th Cir. 2008).

9 In Tellabs v. Makor Issues & Rights, Ltd the Supreme Court held that a flexible, common-

10 sense standard applies when determining whether the PSLRA's pleading requirement has been

11 met. In determining whether a complaint meets this standard, "courts must, as with any motion

12 to dismiss for failure to plead a claim on which relief can be granted, accept all factual

13 allegations in the complaint as true." 551 U.S. 308, 322 (2007). They are then to consider

14 "whether all of the facts alleged, taken collectively, give rise to a strong inference of scienter,

15 not whether any individual allegation, scrutinized in isolation, meets that standard. Id. The

16 "totality of the allegations in a complaint may adequately establish scienter even where

17 individual allegations" considered separately do not. In re Daou Sys. Inc., 411 F. 3d 1006, 1024

18 (9th Cir. 2005).

19 For an inference of scienter to be strong, "a reasonable person would deem [it] ... cogent and

20 at least as compelling as any opposing inference one could draw from the facts alleged."

21 Tellabs, 551 U.S. at 324. If the inference of scienter is equally as compelling as any innocent

22

23Plaintiffs incorporate by reference, as if fully set forth herein, the statement of facts in the Shabudin

24 Opp.2 In the Notice of Motion, Wu incorporates Ken's purported argument that the CAC fails to plead loss

25 causation. Ken- nor any defendants challenge loss causation. Therefore, Plaintiffs do not address thisissue.

26

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Case3:09-cv-04208-JSW Documentl 70 Filed01/07/11 Pagel 0 of 29

1 inference, the motion to dismiss must be denied. Teamsters Local 617 Pension and Welfare

2 Funds v. Apollo Group, Inc., 633 F.Supp.2d 763, 791-92 (D. Ariz. 2009), discussing Tellabs ("a

3 tie goes to the Plaintiff in terms of competing inferences of scienter"). The Ninth Circuit

4 permits a district court to evaluate altogether a series of less precise allegations to meet the

5 PSLRA requirement. South Ferry, 542 F.3d at 784. Thus, "vague, ambiguous, or general

6 allegations," which may have been dismissed under prior Ninth Circuit case law, "are now

7 properly considered as a part of a holistic review when considering whether the complaint raises

8 a strong inference of scienter." Id. Courts "need not close their eyes to circumstances that are

9 probative of scienter viewed with a practical and common-sense perspective." Id.3

10 B. Wu Made False Statements4

11 Wu's argument that he is only liable for his own statements, i.e. quoted statements on

12 conference calls and in press releases, is off the mark. Because Wu signed the Company's 10Ks

13 and 10Qs during the Class Period, each are properly attributed to him as "his statements." See

14 In re LDK Solar Sec. Litig., 2008 WL 4369987, * 8 (N.D. Cal. Sept. 24, 2008); Howard v.

15 Everex Sys., Inc., 228 F.3d 1057, 1061 (9th Cir. 2000)); Kerr MTD at p. 4.

16 1. The Restatement is an Admission That UCBH's Financial Statements,17

Internal Controls and SOX Certifications for The Q4 and FY Ended 2008, Q12009, and Q2 2009 Are False

18Under the PSLRA, a plaintiff must plead the falsity by "specify[ing] each statement alleged

19to have been misleading" and "the reason or reasons why the statement is misleading." 15

20U.S.C. §78u-4(b)(1)(B). An issuer's announcement that it has to restate its financial statements

21

22

23 3 The Ninth Circuit has emphasized that, because "dishonest insiders may be able to cover their tracksfairly well, .... [u]nless reasonable inferences from circumstances suffice to get a case to a jury." No 84

24 Employer-Teamster Joint Counsel Pension Trust Fund v. Am. West Holding Corp., 320 F.3d 920, 946(9th Cir. 2003).

25 4 Plaintiffs incorporate by reference, as if fully set forth herein, the relevant portions of the On Opp.

26 addressing the falsity of the Company's 2007 results.

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Case3:09-cv-04208-JSW Documentl 70 Filed01/07/11 Pagel 1 of 29

1 is an admission that the financial statements, related internal controls disclosures and SOX

2 certifications attesting to the accuracy of the financial statements were false when made. In re

3 Sipex Corp., Sec. Litig., 2005 WL 3096178, at *1 (N.D. Cal. Nov. 17, 2005) ("Sipex's own

4 public admission that its financial reports for the period in question should not be relied upon

5 and would be 'restated' meant that the as-issued reports were materially inaccurate under

6 GAAP"). 5 6 Financial statements filed with the SEC that are not prepared in compliance with

7 GAAP are presumed to be misleading and inaccurate. Baron v. Smith, 380 F.3d 49, 55 (1st Cir.

8 2004); Takara Trust v. Molex Inc., 429 F.Supp.2d 960, 975 (N.D. Ill. 2006). By restating its

9 financial statements, UCBH admitted that the prior financial statements were not accurate or

10 truthful and did not comply with GAAP, as was specifically represented to Plaintiffs in the

11 Exchange Agreement. See In re Cylink Sec. Litig., 178 F.Supp.2d 1077, 1084 (N.D. Cal. 2001).

12 2. 2008 and Q1 2009 Results Were False

13 2008 Earnings PR: The CAC adequately alleges that UCBH's ALL, Provision, and income

14 (loss) as of and for Q4 and FY 2008 reported in the Company's 1/22/09 PR is false and

15 misleading. The CAC demonstrates the falsity of the PR by citing to the Company 2008 10K

16 and 3/16/09 PR admitting that the ALL in the 1/22/09 PR was "misstated." 1f89c. The CAC

17

18 5 In re BISYS Sec. Litig., 397 F.Supp.2d 430, 437 (S.D.N.Y. 2005) ("the mere fact that financialstatements were restated is sufficient basis for pleadings that those statements were false and

19 misleading.")' In re ArthoCare Corp. Sec. Litig., -F.Supp.2d-, 2010 WL 2901536, * 9 (W.D. Tex. Jul. 20,2010) (same).

20 6 Wu's contention that an accounting restatement is not an admission of falsity for pleading purposes is

21 unsupported by the authorities he cites. J&R Mktg., SEP v. Gen. Motors Corp., 2007 WL 655291, * 12(ED. Mich. Feb. 27, 2007) did not hold that an issuer's admission that it had to restate its revenues and

22 earnings did not adequately allege falsity. The court merely found that the restatement was immaterial asa matter of law because the earnings adjustment did not exceed 0.8%. In In re Metawave Communications

23 Corp. Sec. Litig., 298 F.Supp.2d 1056, 1079-80 (W.D. Wash. 2003), the court found that a restatementstanding alone is not evidence of scienter; the Court did not hold that a restatement is insufficient to

24 adequately allege falsity of the financial statements. In In re 2007 Novastar Fin., Inc. Sec. Litig., 2008WL 2354367, * 3 (W.D. Mo. Jun. 4, 2008), there were no findings of deliberate misconduct and where

25 "nobody-the SEC, Novastar's auditors, or anyone else-has suggested Novastar should or must restate itsfinancial reports."

26

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Case3:09-cv-04208-JSW Document170 Filed01/07/11 Page 12 of 29

1 also provides the specific amounts of ALL, Provision, and net loss that were misstated, which

2 included a 21% understatement of ALL for FY 2008, 43% understatement of net loss. Id.

3 Indeed, Wu admits in his motion that the correction in the 1/22/09 PR was a correction of an

4 "error." Wu MTD at p. 9.7

5 2008 10K and Q1 Earnings PR: The CAC also properly alleges that the 2008 10K and the

6 Company's 4/23/09 Q1 2009 earnings PR is false. The Company admitted in the 5/20/09 8K

7 that the Company's "consolidated financial statements as of and for the year ended December

8 31, 2008, should be restated, and the previously issued consolidated financial statements, and

9 related reports from its independent registered public accounting firm for such period, as well as

10 its previously issued earnings release for the first quarter of 2009 should no longer be relied

11 upon." E.g., 1f113. The Company admitted its previously reported pre-tax loss for the year

12 ended December 31, 2008 should have been $45 to $55 million greater than what was reported

13 in the 2008 10K. Id. The CAC then identifies the specific line-items that had to be restated in

14 the 2008 10K. E.g., 1f89d.

15 The CAC further alleges the falsity of the ALL and Provision in 4/23/09 Q1 2009 PR

16 because the Call Report for the period ended March 31, 2009 filed with the banking regulators

17 on 5/22/09 reported the Company's ALL and Provision that were nearly $47 million higher than

18 what was reported nearly a month earlier in the PR. fi98-99. The Call Report also demonstrates

19 that the Company's 6/3/09 8KA which amended the 5/20/09 8K was false because the 8KA

20 states that the "Company will not be able to determine the impact of the restatement...." The

21 Call Report actually contained restated figures for Q1 2008, which contained ALL and

22 Provision that were $47 million greater than what was reported in the Q1 2009 PR. ¶99.

23

24

25 7 Corrections resulting from an "error" results from errors that existed at the time financial statements26 were prepared. tt127 - 129.

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1 02 2009 Earnings PR: As to the Company's 8/6/09 Q2 2009 earnings PR, the CAC

2 identifies the ALL and Provision that were misstated and demonstrates the falsity of the ALL

3 and Provision in light of the Call Report that was filed with the regulators that same day.

4 tf 104-105. Moreover, the falsity of the 8/6/09 Q2 2009 PR is independently demonstrated by

5 the Company's 9/8/09 PR, which provides yet another set of numbers for ALL and Provision,

6 which itself is rendered false by the Call Report. 1f104.

7 3. Call Reports Further Demonstrate Falsity of Q1 and Q2 2009

8 Wu argues (Wu MTD p., 12-13, n.13) in passing that the Call Reports do not demonstrate

9 falsity of the Q1 2009 and Q2 2009 earnings PRs or the 9/8/09 PR because they are subject to

10 the same argument Defendant On made in his opposition regarding the 2007 10K. However, as

11 noted in the falsity portion of the On Opp., On's argument is wrong because any increase or

12 decrease in the allowance for unfunded commitments is accounted for in the Company's income

13 statement under "non interest expense" and not the Provision.

14 Even assuming, arguendo, that On's contention is correct, it is mathematically impossible

15 when applied to the Q1 and Q2 2009 earnings PRs. The Q1 2009 earnings PR (1f97) reported a

16 Provision of $178.5 million. The Call Report noted a Provision of $225 million a $47 million

17 difference. 1f99. The allowance for unfunded commitments at the beginning of the first quarter

18 2009 was $4.6 million (per the 2008 10K ending balance). See Pls. RJN, Ex. 2. To explain away

19 the $47 million difference in the Provision between the Q1 2009 PR and the Call Report, the

20 allowance for unfunded commitments at the end of Q1 2009, had to decrease by $47 million.

21 This is simply not possible since the allowance for unfunded commitments was only $4.6

22 million at the start of Q1 2009. Therefore, the maximum decrease in the allowance for

23 unfunded commitments during Q1 2009 was $4.6 million.

24 The same is true for the Q2 2009 PR (1f109). The PR lists a Provision for Q2 2009 as $300

25 to $330 million. Adding the Q1 Provision set forth in the Q1 2009 PR to the Provision in the Q2

26

275



1 2009 PR, the Provision for the six-month period ended June 30, 2009 as reported in the PRs was

2 $478.5 million to $508.5 million. The Call Report for Q2 2009 states that the Provision for the

3 six-month period ended June 30, 2009 is $676.9 million, 8 a difference of $168.4 million to

4 $198.4 million from the PR. '105. This is likewise impossible, as the Company's allowance for

5 unfunded commitments could only have decreased by $4.6 million from the first day of 2009 to

6 June 30, 2009 because on January 1, 2009 the allowance for unfunded commitments was $4.6

7 million.

8 4. False SOX Certifications

9 The CAC identifies each false SOX Certification, signed by Wu and others, and related

10 misstatements in the 10Ks and 10Qs issued throughout the Class Period stating falsely that the

11 10Ks and 10Qs were accurate, omitted nothing material, that all material weaknesses were

12 disclosed, and any fraud whether or not material involving management, or other employees

13 who have a significant role in UCBH's internal control over financial reporting, were disclosed.

14 These statements variously state that Wu and others were responsible for establishing and

15 maintaining disclosure controls and procedures and internal control over financial reporting.

16 E.g., 170. The CAC explains the SOX Certifications are false in light of the restatement, the

17 Company's admission it did not have adequate internal controls, and the deliberate misconduct

18 found by the Company's internal investigation and the MLR. E.g., fi71, 94, 83. This is

19 sufficient to plead falsity. See Zucco, 552 F.3d at 990 ("to properly allege falsity, a securities

20 fraud complaint must ... specify each statement alleged to have been misleading, the reasons or

21 reasons why the statement is misleading...").9

22

23 8 The CAC mistakenly refers to this figure as the second quarter Provision in the Call Report; however,this was the provision for the six-month period.

24 9 Wu's cases suggesting that no material misstatements have been alleged, are off the mark. Root P 'Shipv. Land's End, Inc., 965 F.2d 1411, 1419 (7th Cir. 1992) (not a restatement case and involved revenue

25 projections); In re Hutchinson Tech., Inc. Sec. Litig., 502 F.Supp.2d 884, 895-96 -896 (D. Minn 2007)

26 (false revenue and earnings projections case, did not meet Rule 9(b) because, inter alia, "the complaint

276



5. UCBH's Deliberate Concealment of its True Financial Condition Further1 Demonstrates the Falsity of its Financial Statements, Related Statements of

2 ALL, Provision and Net Income (Loss), and Adequacy of Internal Controls

The Class Period properly begins with Defendants' false press release on 1/24/083

4 misrepresenting UCBH's ALL and Provision. 1f59. On 2/29/08, the Company filed its 10K in

5 which it reported materially higher ALL and Provision. The 1/24/08 PR underreported its

6 Provision and ALL by $6 million. The Provision was actually $20.2 million for the year and

7 $14 million for the fourth quarter-- representing 42% and 72% understatements, respectively, as

8 set forth in the 10K. 1f62. The ALL and Provision reported in the 10K were also false because

9 (1) UCBH filed a Call Report with the FDIC for that period showing materially higher ALL and

10 Provision, and (2) the FDIC told UCBH it had to increase ALL and Provision for that period by

11 another $35 million, and UCBH never did. fi66-67.

12 As to Defendants' other misstatements concerning the reporting periods in 2007 through

13 October 2008, the CAC alleges a plethora of facts demonstrating the falsity of the Company's

14 ALL, Provision, loan portfolio, internal controls and monitoring thereof 171; e.g., 171b, c

15 (noting that beginning in 2007, examination reports began to note more significant weaknesses

16 in Board and management oversight, bank failure caused by such weaknesses, and

17 "management controls insufficient to prevent inaccuracies and omissions and misrepresentation

18 that affected key data"); 171c, d (ineffective loan reviews and assessment of loan portfolio and

19 risk management, March 2007 examination found, Board not aware of significant leverage

20 strategy); 1f71f (2007-2009 examination found management turnover, inexperienced staff); 1f71j

21

22 contains no allegations that the return allowances ultimately proved to be inadequate," where the "factualbackbone" of the alleged inadequate customer return allowances was based on a confidential witness,"

23 where questions existed as to the materiality of the alleged misstatement amount, and where there was noadmitted restatement); In re Downey Sec. Litig., 2009 WL 2767670, * 5 (C.D. Cal. Aug. 21, 2009)

24 (alleged false loan loss reserve, but not supported by any specific facts that the issuer's loan losses wereunderstated and there were no allegations of any findings of deliberate misconduct to conceal the true

25 loan loss reserve); In re Countrywide Fin. Corp. Den y. Litig., 554 F.Supp.2d 1044, 1070 (C.D. Cal. 2008)(no restatement referenced in the decision).

26

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I (February 2008, examination directed inadequate monitoring of special mention loans loans

2 with asset weaknesses that demanded management's attention). Notably, the MLR found

3 during this period, improper domination and control of the Company by Wu, who was

4 "ultimately responsible for (1) fostering a culture that led to the bank's approval of a large

5 number of exceptions to the bank's loan policy so UCB could make more loans, (2) fostering a

6 combative culture where management failed to downgrade non-performing loans in a timely

7 manner, and (3) overpaying to acquire financial institutions." MLR p. 20. In light of these

8 additional allegations, reasonable minds could not disagree these allegations further

9 demonstrate falsity of the Company's statements about the ALL, Provision, loan portfolio,

10 adequacy of internal controls, and monitoring thereof See Warsaw v. Xoma, 74 F.3d 955, 959

11 (9th Cir. 1996) ("[O]nly if 'reasonable minds' could disagree that the challenged statements

12 were not misleading should the district court dismiss under 12(b)(6).").

13 As for the Company's misstatements made during and after October 2008 through the end

14 of the Class Period, in addition to the aforementioned reasons, the CAC asserts these statements

15 were false and misleading because, according to the MLR, KPMG determined that, starting at

16 least in October of 2008, "UCB senior executives" deliberately concealed serious financial

17 reporting issues. MLR p. 7, 1f83g.

18 The deliberate concealment included, among other things, (i) "modification of loan terms to

19 delay negative consequences ... of a weakened borrower" (i.e. "modifications were numerous

20 and included extending terms, lowering rates, and improperly using the interest reserve

21 account"), (ii) "intentional delays in recognizing risk rating downgrades or specific reserves"

22 (i.e. bank employees acted to delay the recognition of risk rating downgrade, or to minimize the

23 loan loss allowance or write-down of real-estate owned loans; (iii) numerous instances where

24 relevant information was intentionally withheld from KPMG, misrepresented to KPMG or

25 both"; and (iv) inappropriate alteration of documents by bank employees in an effort to improve

26

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1 the perception of credit quality, including the alteration that removed or ameliorated negative

2 facts that were material to the evaluation of credit, and backdating documents to make them

3 appear more reliable. E.g., ¶J13, 17-19, 83f.1°

4 6. Wu Made False Statements During Conference Calls

5 Wu cherry-picks certain of his quoted statements to suggest that his statements constituted

6 immaterial puffery, lf 60, lf 80, and lf 143. Contrary to Wu's argument, his statements during the

7 10/24/08 conference call (1f80) that the Company accounts for loan losses "right away" when

8 the value of a particular loan falls is not forward-looking but is a present statement of fact as to

9 the Company's policy at that time. During the same conference call (1f82), Wu stated that "we

10 have been quite conservative in provisioning and so far as you can see the trends, we're always

11 actually over provide against our losses." This is likewise a present statement of fact of Wu

12 commenting on the Company's effort to date Similarly, the statements cited in lf 143b (1/23/09

13 earnings call, "monitors delinquency trend" on loans "every week", "continuous evaluation")

14 and 1f143c (3/5/09 analyst presentation, "management reviews including myself ... every week

15 for a couple of hours, we actually look at ALL LOANS..." ), are false and misleading

16 reassurances of present facts about the actual monitoring and extensive efforts by senior

17 management in assessing the Company's ALL, Provision and loan portfolio. 11

18

19

20 10 Wu cites In re Pixar Sec. Litig., 450 F.Supp.2d 1096, 1101-1102 (N.D. Cal. 2006) to suggest the CAC

21does not adequately allege false statements about internal controls. Pixar did to involve a restatement,nor where there governmental findings of "intentional" or "deliberate" conduct or concealment of

22 relevant financial information by senior management to the company's auditor.11 See, e.g., In re New Century, 588 F.Supp.2d 1206, 1225 (C.D.Ca1.2008) (material misstatements

23 adequately alleged: company as having "higher credit quality," "improved underwriting controls anappraisal review process," "a strategy of [selecting borrowers with increasing credit scores]," "strict

24 underwriting and risk management disciplines," and "better credit quality"); Atlas v. Accredited HomeLenders Holding Co., 556 F.Supp.2d 1142, 1149 (S.D.Ca1.2008) (adequately alleged: statements

25 describing company as focused on credit quality, and touting company's procedures as better and more

26 conservative than those of other sub-prime mortgage lenders).

279



1 None of these statements were true. E.g., 1f83. Even if the Court were to hold that these

2 specific representations were only opinions, opinions are actionable, when "(1) the statement is

3 not actually believed, (2) there is no reasonable basis for the belief, or (3) the speaker is aware

4 of undisclosed facts tending seriously to undermine the statement's accuracy." Kaplan v. Rose,

5 49 F.3d 1363, 1375 (9th Cir. 1994); Kowal v. MCI Commc'ns Corp., 16 F.3d 1271, 1277 (D.C.

6 Cir. 1994) (statements of optimism are false and misleading for the purposes of the securities

7 laws if they lacked a reasonable basis when made). Here, as demonstrated above and below,

8 Wu (and other members of senior management) were aware and/or involved in the deliberate

9 misconduct, in light of the deliberate misconduct reported in the MLR, the 9/8/09 PR.

10 C. Wu Acted with Scienter

111 Falsity Allegations Support a Strong Inference of Scienter

12The same facts that support falsity also support a strong inference that Defendants acted

13 with scienter. See In re Read-Rite Corp. Sec. Litig., 335 F.3d 843, 846 (9th Cir. 2003). First the

14 Company's internal investigation and MLR found that the deliberate misconduct above (e.g.,

15 ¶J13, 17-19, 83f, 83g) was conducted by "UCB senior executives" (1j83g) or "Bank Officers"

16 (1f117). It is implausible that Wu was not one of the "UCB senior executives" or "Bank

17 Officers" that were involved in the deliberate misconduct, because "[t]he investigative report

18 raised serious concerns regarding the action of a number of UCB management officials. As a

19 result, UCB's CEO [T. Wu] and Chief Operating Officer [Shabudin] resigned, while others

20 were terminated." ¶83g. Moreover, the MLR noted Wu's improper domination and control

21 with "ultimate responsibility" for "fostering a culture that led to the bank's approval of a large

22 number of exceptions to the bank's loan policy so UCB could make more loans, (2) fostering a

23 combative culture where management failed to downgrade non-performing loans in a timely

24 manner..."1j83g.

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1 Second the breadth and severity of the restatement and the internal control deficiencies,

2 existing throughout the Class Period, support a strong inference of scienter. fi71,83. The

3 restatement ranged from 17.9% to 100% of the originally reported amounts that put the

4 Company in a worse financial condition. fi62, 79c-d, 99, 104-06. GAAP violations concerned

5 relatively straightforward accounting rules and the included violations of the Company's own

6 stated accounting policies. V15-45. These circumstances support a strong inference of scienter.

7 See Daou, 411 F.3d at 1023 ("when significant GAAP violations are described with

8 particularity in the complaint, they may provide powerful indirect evidence of scienter. After

9 all, books do not cook themselves.") (quotation and citation omitted).

10 Third the Ninth Circuit has explained "[k]nowledge of the facts critical to a business' core

11 operations may be imputed to an individual corporate officer" in order to establish scienter.

12 South Ferry, 542 F.3d at 784-85; see, e.g., In re Countrywide Fin. Corp. Sec. Litig., 588

13 F.Supp.2d 1132, 1194 (C.D. Cal. 2008) (holding that core operations inference of scienter

14 applied to Countrywide's loan underwriting quality and credit risk management issues to

15 officers and directors as it was fundamental to the Countrywide).

16 Making loans and assessing the quality of the loan portfolio through ALL, the Provision,

17 and internal controls was at the heart of UCBH's business. While Wu and other defendants are

18 quick to point to the global economic downturn as a possible explanation for the Company's

19 demise, the global economic downturn further heightened the importance of an already critical

20 business component. Consequently, the Company's loan portfolio, ALL, Provision, and

21 internal controls were the focus of questions by analysts on conference calls (E.g., 1f61, 63, 79-

22 80, 143), and press announcements issued during the Class Period. E.g., fi109, 114 (rating

23 agency downgrades due in part to internal controls weaknesses); MLR at 14 (run on the bank

24 following September 2009 PR disclosing preliminary findings of internal investigation).

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1 Lastly, specific admissions from management that they monitored the part of the

2 company's business that ultimately was the subject matter of the misconduct supports a strong

3 inference of scienter. Nursing Home Pension Fund, Local 144 v. Oracle Corp., 380 F.3d 1226,

4 1234 (9th Cir. 2004). Emblematic of Wu's participation and knowledge of the Company's

5 reporting of ALL, Provision, loan portfolio, internal controls and monitoring thereof, are his

6 own words during a March 5, 2009 presentation to securities analysts:

7"what we are doing, every week, actually we have senior management reviews including

8 myself, my chief credit officer, my chief [inaudible] all the business units [inaudible] gettogether every week for a couple of hours, we actually look at ALL LOANS [with

9 emphasis], for construction, CRE and C&I, we review 100% of our portfolio in terms of

10their delinquency trends, we look at the NPA trends, we look at the classification trends, welook at EVERY SINGLE LOAN [with emphasis] to what we need to do proactively to make

11 sure that we are on top of every single problem if there is something actually surface so thatwill continue to help us really manage through this cycle and we anticipate all these kind of

12 efforts will help us to really have a good handle on any potential problems that may surfacebecause of the current economy."

1314 ¶143c. 12 Along with the allegations of Wu's improper domination and control and fostering a

15 culture of fraud (171c), him being forced out of the Company elf 83g), and the determination that

16 "senior executives" were involved in the deliberate misconduct (MLR p. 7, ¶83g), it is

17 implausible that Wu did not have knowledge of the books being cooked and the inadequate

18 controls throughout the Class Period or did not engage in the deliberate misconduct. See, e.g.,

19 Countrywide, 588 F.Supp.2d at 1192. Even assuming Wu did not have knowledge or access to

20 the truthful information, that he made such statements to investors about the Company's ALL,

21 Provision, loan portfolio, internal controls, and monitoring thereof, without being fully,

22

23 12 Similar statements were made throughout the Class Period by Wu and other members of "seniormanagement" that demonstrate Wu's and other members of "senior management's" knowledge. E.g.,

24 It143a (5/7/08 Mitchell: commenting problem loans stated that "our executives are getting involvedpersonally in a lot of these loans ... working with our borrowers to help work through issues on workouts

25 ... while minimizing and sort of realized losses"); It143b (1/23/09 Mitchell corroborating the "continuous26 evaluation"; "weekly monitoring" of credit and delinquency trend statement of Wu).

2712



1 informed supports a strong inference of deliberate recklessness. See Siracusano v. Matrin

2 Initiatives, Inc., 585 F.3d 1167, 1181 (9th Cir. 2009) (by choosing to speak, the person has a

3 duty not to mislead and be fully informed, failure to do so, supports a strong inference of

4 scienter).13

5 2. Other Allegations Supporting a Strong Inference of Scienter"

6 First the MLR noted numerous instances in which "UCB Officials" lied to FDIC

7 examiners. For example, UCB Officials, (i) were not "forthright with examiners when

8 questioned about loan loss provisions expenses for the fourth quarter of 2008."; (ii) failed to

9 timely provides examiners with a December 2008 IARD loan review report that would have

10 shed light on UCB's declining loan performance; and (iii) presented inaccurate information on

11 certain occasions regarding the loans they reviewed. MLR p.16.

12 Second the competing inference of nonculpability is not plausible in light of the totality of

13 the circumstances; it is certainly not more compelling than the strong inference of scienter here.

14 See Zucco, 552 F.3d at 991; Teamsters Local 617 Pension and Welfare Funds v. Apollo Group,

15 Inc., 633 F.Supp.2d 763, 791-92 (D. Ariz. 2009) (under Tellabs "that a tie goes to the Plaintiff

16 in terms of competing inferences of scienter"). Wu claims there is no fraud here because the

17 Company corrected the ALL and Provision. This inference is not plausible in light of deliberate

18

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2113

22 Wu 's scienter cases are inapposite. In re Rae/cable Systems, Inc. Sec. Litig., 2010 WL 3447857, * 4-12 (N.D. Cal. Aug. 27, 2010) (revenue projections case, did not involve any findings of deliberate

23 misconduct, alteration of documents, a restatement, departures of senior officers and directors, ongoinginvestigations, and the complete failure of the entity); Eshelman v. Othoclear Holdings, Inc., 2009 WL

24 506864, * 5 (N.D. Cal. Feb. 27, 2009) (did not involve an accounting fraud but rather the failure todisclose risk relating to pending litigation).

25 14 Plaintiffs incorporate by reference, as if fully set forth herein, the relevant portions of the Directors and

26 On Opps. setting forth additional points and authorities supporting scienter.

2713



1 misconduct. 15 Moreover, the 10Ks, which were purportedly correcting the earnings PRs,

2 themselves are false. ¶J66,89e.16

3 The plausibility of Wu's competing inference that he did not act fraudulently is further

4 belied by prior judicial findings of fraudulent conduct by UCBH involving Wu in the matter

5 entitled Far East National Bank v. United Commercial Bank, No. 315690 (San. Cty. Super. Ct.).

6 Pls. RJN, Ex.6. In an August 12, 2002 tentative decision following a trial, and mentioning

7 defendant Wu as President of the Company, the judge found that UCBH converted old accounts

8 receivable of a borrower into new accounts so the "loan appeared to be secured by valuable

9 collateral, even though the accounts receivable were not being paid when due." The court found

10 UCBH was motivated to commit the misconduct, because reporting the bad debt of the

11 borrower would have had a material impact on the public offering and hindered the Company's

12 rapid expansion. Pls. RJN Ex. 6, p. 4. This misconduct is strikingly similar to the fraudulent

13 conduct Wu committed in this case and weighs against any possible inference of mistake or

14 accident.17

15 Lastly, Wu's stock purchases during 2008 do not negate a strong inference of scienter.

16 Insider stock sales are not required to adequately allege scienter. America West, 320 F.3d at

17

18 15 Wu cites Waterford Township Gen. Emp. Retire. Sys. v. BankUnited Fin. Corp., 2010 WL 1332574, at

19 * 16 (S.D. Fla. Mar. 30, 2010). That case did not involve a restatement, no findings of deliberatemisconduct, no internal investigation, no ongoing investigations, and no officer and director departures.

20 16 Wu's statute of limitations argument is without merit (Wu MID t p. 9, fn 8). The statute of

21 limitations for 10(b) claim is 2 years from discovery of the fraud with a repose period of five years, notWu's suggested one year limitations. Merck & Co, Inc. v. Reynolds, 130 S.Ct. 1784, 1790 (2010).

22 17 See U.S. v. Klein, 340 F.2d 547, 549 (2d Cir. 1965) ("The rule which permits the introduction ofevidence respecting similar offenses for this limited purpose is based on the sound recognition that when

23 there exists a pattern of misrepresentations, closely related in time and subject matter, it is reasonable tobelieve that they were not made innocently.") (quotation marks and citations omitted); U.S. v. York, 933

24 F.2d 1343, 1350 (7th Cir. 1991), overruled on other grounds by Wilson v. Williams, 182 F.2d 562 (7thCir. 1999) ("Dean Wigmore's 'doctrine of chances' tells us that highly unusual events are unlikely to

25 repeat themselves; the recurrence of a similar result ... tends to establish ... the presence of the normal,

26i.e. criminal, intent accompanying such an act.").

2714



1 944. Preliminarily, as set forth in the On Opp., while the Court can take judicial notice of Wu's

2 Form 4s, it cannot accept the truth of the contents. Moreover, the Company's statements about

3 Wu's compensation should not be believed, as Wu appears to have violated TARP

4 compensation rules. 1f148. In any event, Wu's stock purchases resulted in over $2.5 million in

5 unrealized profits. 18 Wu and others could have believed they could have continued to conceal

6 the fraud indefinitely. Indeed, they were able to conceal the fraud from investors until the

7 bottom fell out in September 2009. Therefore, Wu's stock purchases do not negate a strong

8 inference of scienter. See In re Refco, Inc. Sec. Litig., 503 F.Supp.2d 611, 646-47 (S.D.N.Y.

9 2007) (stock purchases not inconsistent with fraud, defendants might have believed that

10 uncollectable receivables could be hidden indefinitely).

11 II. THE CAC ADEQUATELY ALLEGES CONTROL PERSON LIABILITY19

12 Because Plaintiffs stated a primary violation of the Exchange Act by Wu, and/or other

13 officer and director defendants, such person's conduct is imputed the Company to establish a

14 primary violation by UCBH. Wu was a controlling person of UCBH as he was the Company's

15 CEO, President and according the Review a dominant figure that exerted control over the

16 Company. Therefore, Plaintiffs have adequately stated control person liability against Wu.

17III. CONCLUSION

18 For the foregoing reasons Wu's motion should be denied. Should the court grant Wu's

19 motion, for the same reasons set forth in the Thompson Opp, leave to amend should be granted.

20

21

22 18 The bulk of Wu's purchases were made through his exercise of deep-in-the-money options. On 3/7/08,Wu exercised an option to buy 150,000 shares at $1.88 per share, a profit of $970,500 and $1,060,500

23 based on trading price of UCBH stock of $8.35 to $8.95 per share that day. On 3/26/08 Wu exercised anoption to buy 100,000 at $1.88 per share, a profit of $624,000 and $691,000. On 3/28/08 Wu exercised

24 an option to buy 200,000 shares at $1.88 per share, a profit between $1,160,000 and $1,224,000. See Pls.RJN, Ex. 7.

25 19 Plaintiffs incorporate by reference, as if fully set forth herein, the portions of the Thompson and On

26Opps. that address control person liability.

2715



1 Dated: January 7, 2011 Respectfully submitted,

THE ROSEN LAW FIRM, P.A.2

3 /s/ Laurence Rosen . Laurence M. Rosen (SBN # 219683)

4 333 South Grand Avenue, 25 th FloorLos Angeles, CA 90071

5 Telephone: (213) 785-2610

6 Facsimile: (213) 226-4684Email: lrosenfeitosenleoal.com

7and

8

9 Phillip Kim, Esq. (pro hac vice)THE ROSEN LAW FIRM, P.A.

10 275 Madison Avenue, 34th FloorNew York, New York 10016

11 Telephone: (212) 686-1060

12 Facsimile: (212) 202-3827Email: pkini(Mrosenle gal. corn

13Lead Counsel for Lead Plaintiff

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28• • •Plaintiffs' Opposition to Defendant Thomas Wu's Motion to Dismiss Civil Action No. 09-04208-JSW


1 CERTIFICATE OF SERVICE

2

I, Phillip Kim, pursuant to 28 U.S.C. §1746, hereby declare under penalty of perjury as3follows:4

I am an attorney with Rosen Law Firm, P.A. I am over the age of eighteen.5

6On January 7, 2011, I electronically filed the following PLAINTIFFS' OPPOSITION

TO DEFENDANT THOMAS WU'S MOTION TO DISMISS with the Clerk of the Court78 using the CM/ECF system which sent notification of such filing to counsel of record set forth in

the attached service list.9

On the same date I also caused the document to be submitted to the Stanford Law10

School Class Action Clearinghouse via email to [email protected] .11

12Executed on January 7, 2011.

13/s/ Phillip Kim

14 Phillip Kim

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MASTER SERVICE LIST

Laurence M. Rosen Phillip KimThe Rosen Law Firm, P.A. The Rosen Law Firm, P.A.333 South Grand Avenue 275 Madison Avenue, 34th Floor25th Floor New York, NY 10016Los Angeles, CA 90071 212-686-1060213-785-2610 212-202-3827 (fax)213-226-4684 (fax) [email protected]@rosenlegal.com

Lead Counsel for Lead Plaintiff Kyung Cho,Lead Counsel for Lead Plaintiff Kyung Cho, & Named Plaintiffs Rex Dechakul and David& Named Plaintiffs Rex Dechakul and HwangDavid HwangJames Antone Lassart Steven Mark BauerRopers Majeski Kohn & Bentley Timothy Paul Crudo201 Spear Street Matthew HeltonSuite 1000 Latham & WatkinsSan Francisco, CA 94105 505 Montgomery Street415-543-4800 19th Floor415-972-6301 (fax) San Francisco, CA [email protected] 415-391-0600

415-395-8095 (fax)[email protected]@[email protected]

Counsel for Defendant Ebrahim Shabudin Counsel for Defendant Thomas S. Wu

Jordan Eth Thomas Francis KoegelAnna Erickson White Crowell & Moring LLPCraig Martin 275 Battery Street, 23rd FloorMorrison & Foerster LLP San Francisco, CA 94111425 Market Street 415-986-2800San Francisco, CA 94105 415-986-2827 (fax)415-268-6000 [email protected] (fax)[email protected]@[email protected]

Counsel for Defendant Craig On, Denis Wu, Counsel for E. Lynn Schoemnann InterestedJoseph Jou, Pin Pin Chau, Li-Lin Ko, Party/ Bankruptcy Trustee for UCBHGodwin Wong, David Ng, Daniel P. Riely, Holdings, Inc.and Richard Li-Chung Wang

1


Daniel J. Bergeson William P. KeaneGrace Y. Park Anthony P. SchoenbergBergeson, LLP Nell K. Clement303 Almaden Boulevard, Suite 500 FareIla Braun + Martel LLPSan Jose, CA 95110-2712 235 Montgomery Street, 17th FloorTelephone: (408) 291-6200 San Francisco, CA 94104Facsimile: (408) 297-6000 Telephone: (415) [email protected] Facsimile: (415) [email protected] [email protected]

[email protected]@fbm.com

Counsel for defendants Daniel M. Gautsch, Counsel for defendant John M. KerrDouglas Mitchell, and Robert Nagel

Jeffrey L. BornsteinMikal J. CondonClaudia A. QuirozK&L Gates LLP4 Embarcadero Center, Suite 1200San Francisco, CA 94111Telephone: 415.882.8200Facsimile: 415.882.8220

Counsel for defendant Burton D. Thompson

Nicole Catherine Lavallee Ira Neil RichardsAnthony David Phillips Kenneth I. TrujilloJoseph J. Tabacco, Jr. Jennifer AgnewBerman Devalerio Trujillo Rodriguez & Richards LLCOne California Street 1717 Arch StreetSuite 900 Suite 3838San Francisco, CA 94111 Philadelphia, PA 19103415-433-3200 215-731-9004415-433-6382 (fax) 215-731-9044 (fax)[email protected] [email protected]@[email protected]

Counsel for Lead Plaintiff Movants City of Counsel for Lead Plaintiff Movants City ofPhiladelphia Board of Pensions and Philadelphia Board of Pensions and Retirement,Retirement, and Louisiana Municipal Police and Louisiana Municipal Police EmployeesEmployees Retirement System. Retirement System.

2


Lionel Z. Glancy Dustin Lamm SchubertMichael M. Goldberg Schubert Jonckheer Kolbe & Kralowec LLPGlancy Binkow & Goldberg LLP 3 Embarcadero Center1801 Avenue of the Stars, Suite 311 Suite 1650Los Angeles, CA 90067 San Francisco, CA 94111310/201-9150 415-788-4220(310) 201-9160 (fax) 415-788-0161 (fax)[email protected] [email protected]

Counsel for Lead Plaintiff Movant Mark Counsel for Lead Plaintiff Movant DeKalbCooper, Dominique Durbin, Huy Tran County Pension Fund

James M. Wilson Ramzi AbadouChitwood Harley Barnes LLP Erik David Peterson1230 Peachtree Street, NE Barroway Topaz Kessler Meltzer & Check, LLPPromenade II, Suite 2300 580 California StreetAtlanta, GA 30309 Suite 1750404-873-3900 San Francisco, CA 94104404-876-4476 (fax) [email protected] 415-400-3001 (fax)

[email protected]@btkmc.com

Counsel for Lead Plaintiff Movant DeKalb Counsel for Lead Plaintiff Movants SalvadorCounty Pension Fund Perez, and Chite Lai

Darren Jay Robbins Robert S. GreenBrian 0. O'Mara Green Welling, P.C.Shawn A. Williams 595 Market Street, Suite 2750Coughlin Stoia Geller Rudman & Robbins San Francisco, CA 94105LLP 415-477-6700655 West Broadway, Suite 1900 415-477-6710 (fax)San Diego, CA 92101 CAND.USCOURTS@CLAS SCOUNSEL. COM619/231-1058(619) 231-7423 (fax)e file [email protected]'[email protected]@csgr.com

Counsel for Lead Plaintiff Movant Pension Counsel for Lead Plaintiff Movants Lap YinTrust Fund For Operating Engineers, and Chan, and Wai Shan Chan and Plaintiffs DanielPlaintiff Waterford Township General Nygaard, Wendy Fong, and James ElamEmployees Retirement System

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Ralph M. Stone Mark Cotton MolumphyAmanda C. Scuder Cotchett, Pitre & McCarthyShalov Stone Bonner & Rocco LLP 840 Malcolm Road485 Seventh Ave, Suite 1000 Suite 200New York, NY 10018 Burlingame, Ca 94010212-239-4340 (650)697-6000Email: [email protected] 650-697-0577 (fax)Email: [email protected] [email protected]

Counsel for Lead Plaintiff Movants Lap Yin Counsel for Lead Plaintiff Movant the YanChan, and Wai Shan Chan and Plaintiffs GroupDaniel Nygaard, Wendy Fong, and JamesElam

Jacqueline Scott CorleyAdrian James SawyerKerr & Wagstaffe LLP100 Spear Street18th FloorSan Francisco, CA 94105415-371-8500415-371-0500 (fax)[email protected]@kerrwagstaffe.com

Counsel for Lead Plaintiff Movant TheFirefighters' Pension System of the City ofKansas City, Missouri Trust

4

Documents

Kyung Cho, et al. v. UCBH Holdings, Inc., et al. 09-CV ...securities.stanford.edu/.../1043/UCBH09_01/201117_r08x_09CV0420… · Case3:09-cv-04208-JSW Document170 Filed01/07/11 Pagel