By Thom Weidlich
Nov. 10 (Bloomberg) -- Satyam Computer Services Ltd., the company at the center of India’s biggest corporate-fraud inquiry, said U.S. lawsuits filed against it should be dismissed because its home country is the proper place for the litigation.
In a court filing yesterday, the software-services provider said it was joining a motion by its auditors, Price Waterhouse and Lovelock & Lewes, to dismiss the American fraud suits brought by investors.
“This case belongs in India,” the auditors wrote. “Satyam’s alleged billion-dollar fraud, as well as the allegedly improper audit, took place in India. Virtually all of the defendants are India-domiciled companies or individuals.”
Satyam’s shares and American depositary receipts have plunged since Jan. 7, when Chairman Ramalinga Raju revealed an accounting fraud and resigned. Investors in the U.S. filed at least a dozen class-action lawsuits that have been consolidated before U.S. District Judge Barbara Jones in New York.
“We believe the litigation is properly situated, and we’ll oppose those motions,” Keith Fleischman, a lawyer for the investors at Grant & Eisenhofer PA in New York, said in a phone interview.
Satyam also said the U.S. courts lack jurisdiction over the claims of one lead plaintiff, the Mississippi Public Employees’ Retirement System, because it bought shares in India rather than ADRs in the U.S., and over claims by Satyam employees who exercised their options to buy the Hyderabad-based company’s common stock in India.
‘Indian Company’
“The court lacks subject-matter jurisdiction over these claims,” Satyam wrote in its court papers. “Satyam is an Indian company.”
The Mississippi pension system and the Satyam employees bought common shares “either on Indian stock exchanges or by directly purchasing the shares from Satyam in India,” the company wrote.
Allowing Mississippi to bring its claims in U.S. courts would be “inequitable,” Satyam said, because it “sought to avoid” U.S.-securities regulation by buying shares in India “at a substantial discount to the price on the same stock commanded in the form of” ADRs, typically 20 percent.
ADRs are issued by U.S. banks to allow investment in non- U.S. companies. Satyam raised $161.9 million from the May 2001 sale of its ADRs.
Price Waterhouse and Lovelock & Lewes also said the complaint should be dismissed against them because the investors fail to allege any intent to deceive on their part, as required by U.S. securities law.
PricewaterhouseCoopers Filing
PricewaterhouseCoopers International Ltd. said it should be dropped from the case because the investors failed to show it had control over its Indian member, Price Waterhouse, as is required by U.S. securities law.
The court documents seeking to dismiss the litigation were filed in response to the investors’ July 17 consolidated complaint. Raju, also a defendant, has until Nov. 16 to respond.
In May, Jones, the federal judge in New York, appointed a group of institutional investors, including the Mississippi retirement system, as lead plaintiff in the Satyam litigation. In class actions, the lead plaintiff manages the case, including approval of any settlement.
After Raju’s January disclosures, India’s government dismissed the Satyam board and appointed new directors. Tech Mahindra Ltd., the Pune, India-based software company, gained control of Satyam in May after winning an auction held by a government-nominated board. Tech Mahindra is partly owned by BT Group Plc and India’s largest maker of sport-utility vehicles, Mahindra & Mahindra Ltd.
The case is In re Satyam Computer Services Ltd. Securities Litigation, 09-md-2027, U.S. District Court, Southern District of New York (Manhattan).
To contact the reporter on this story: Thom Weidlich in New York at tweidlich@bloomberg.net.
Last Updated: November 10, 2009 12:09 EST
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