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SACRAMENTO—- Homestore Inc. has agreed to reform its
corporate policies and to pay approximately $64 million in
cash and stock to settle a class action lawsuit accusing the
Internet real estate company of falsifying financial statements
and engaging in accounting irregularities.
The settlement, reached between Homestore and the lead plaintiff,
the California State Teachers’ Retirement System, was
announced Wednesday. The suit is being prosecuted on behalf
of CalSTRS by the Burlingame, California law firm Cotchett,
Pitre, Simon & McCarthy, lead counsel, and their co-counsel
Wasserman, Comden, Casselman & Pearson of Tarzana, California.
“This settlement represents a major victory for all
shareholders, not just those with Homestore stock,”
said Jack Ehnes, chief executive officer of CalSTRS. “Homestore
has agreed to institute meaningful corporate governance protections,
setting an example for all of Wall Street. At the same time
we were able to meet our goal of recovering significant compensation
for the class.”
Under the settlement, subject to approval by the U.S. District
Court in Los Angeles, Homestore will adopt innovative and
cutting edge corporate governance provisions including:
- Requirements for independent directors and special committees
- A non-classified board of directors with two-year terms
- Appointment of a new shareholder-nominated director
- Prohibition on the future use of stock options for director
compensation
- Requirements for minimum stock retention by officers
after exercise of future stock option grants
Homestore also will pay $13 million in cash and issue 20
million shares of common stock to members of the class. As
of closing on August 12, that stock was valued at $50.6 million.
Bruce L. Simon of Cotchett, Pitre, Simon and McCarthy, said
the settlement “is a major first step in recovering
the losses suffered by shareholders of Homestore and assuring
that the company will strictly adhere to corporate governance
policies that will prevent any financial manipulation in the
future.”
The settlement covers only Homestore, Inc. and certain officers
and directors. Legal action against other defendants in the
case is pending. Those defendants include Stuart H. Wolff,
former chief executive officer and chairman of the board of
Homestore; Peter B. Tafeen, former executive vice president,
business development and sales; and PricewaterhouseCoopers,
the accounting firm that audited Homestore's financial statements.
CalSTRS, with a $100 billion investment portfolio, is the
third largest public pension fund in the nation. It administers
retirement, disability and survivor benefits for California’s
public school educators in grades kindergarten through community
college, serving more than 715,000 members and beneficiaries.
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