Transocean Ltd. (RIG), owner of the oil rig leased to BP Plc (BP/) that exploded and spewed millions of gallons of oil into the Gulf of Mexico, won dismissal of investor claims that the company failed to disclose repeated safety failures.
Transocean shareholders can’t make a case that Chief Executive Officer Steven Newman made “materially false and misleading statements” about the company’s safety record in violation of federal securities laws, U.S. District Judge Naomi Reice Buchwald in New York concluded yesterday.
Some shareholders contend Newman made statements on calls with analysts in 2009 and 2010 that were designed to mislead investors about Transocean’s pattern of safety violations and artificially inflate its share price. The suits also allege the CEO failed to disclose problems that later were linked to the fatal explosion on the Deepwater Horizon rig that led to the largest offshore spill in U.S. history.
“To allow lead plaintiffs’ claims to proceed because certain undisclosed safety issues may have contributed to the Deepwater Horizon disaster would be to permit a claim based on fraud by hindsight,” Buchwald said in her 46-page ruling.
“We are very pleased with the order and the result,” Lou Colasuonno, a spokesman for Vernier, Switzerland-based Transocean, said in an e-mailed statement.
Both Transocean and BP were sued by investors as part of a wave of litigation generated by the April 2010 spill from the Macondo Well off the coast of Louisiana. Many of the cases have been consolidated before a judge in Houston.
$7.8 Billion Accord
BP, based in London, said March 2 it would pay at least $7.8 billion to resolve private plaintiffs’ claims for economic loss, property damage and injuries. The settlement, to be paid from a $20 billion trust for spill victims set up in 2010, doesn’t resolve federal and state government environmental damage claims or investors’ fraud suits.
BP has set aside $37 billion to cover spill costs. The company may face as much as $17.6 billion in civil pollution fines under the U.S. Clean Water Act, based on the government’s estimate of barrels spilled.
Yesterday’s ruling covers at least two securities cases against Transocean that were consolidated before Buchwald in federal court in New York, according to an October 2010 court filing.
Investors alleged in both cases that Transocean officials “disseminated false or misleading information related to safety protocols, design issues, and the company’s operating and safety record” in violation of securities laws, according to the 2010 filing.
After reviewing investors’ allegations about Newman’s statements on the analyst calls, Buchwald found disgruntled shareholders couldn’t prove the CEO intended to mislead them.
“We hold that lead plaintiff has failed to state a claim of securities fraud against Transocean and its current and former CEOs,” the judge wrote.
“We once again caution that this holding has no bearing on whether Transocean has substantive liability for the Macondo accident,” Buchwald added. “Despite lead plaintiff’s attempts to conflate the two issues, they are wholly separate.”
A federal judge in New Orleans is set to meet with lawyers for BP, Transocean and federal and state governments behind closed doors May 3 to discuss how to proceed with the spill case in the wake of BP’s settlement with private plaintiffs.
U.S. District Judge Carl Barbier may decide to proceed with a trial of the governments’ environmental claims against London- based BP and other companies involved with the Macondo Well if a settlement of those suits isn’t reached.
The securities case is Foley v. Transocean Ltd, 10-cv-5233 (NRB), U.S. District Court, Southern District of New York (New York).
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