Award to Perelman Is a Blow to Purcell
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A Florida jury awarded billionaire investor Ronald Perelman $604.3 million in damages on his claims that Morgan Stanley defrauded him as part of the 1998 sale of his controlling stake in Coleman Company to Sunbeam Corporation.
Jurors in state court in West Palm Beach, Fla., backed Mr. Perelman’s claim that Morgan Stanley, an adviser on the transaction, misled him about Sunbeam’s financial strength. In 1998, Mr. Perelman agreed to swap his 82% stake in Coleman, a maker of camping equipment, for cash and 14.1 million Sunbeam shares. He sued Morgan Stanley after Sunbeam collapsed and the shares became worthless.
The decision is another blow to the embattled Morgan Stanley chief executive, Philip Purcell, who has been criticized for a March 28 management shakeup that has helped to push shares of the world’s largest securities firm down about 12%.A second phase of the trial will determine whether Mr. Perelman receives punitive damages for any bad conduct by Morgan Stanley. He asked for $2.7 billion in actual and punitive damages.
“It’s an embarrassment to Morgan Stanley and to Phil Purcell,” said John Kichula of Glenmede Trust Company in Philadelphia, who helps manage about $14 billion, including shares of Morgan Stanley.
Morgan Stanley, which has litigation reserves of $360 million for this suit, said it would appeal the jury’s verdict.
“The verdict, while disappointing, is not surprising, given the unprecedented and highly prejudicial rulings imposed by the trial judge,” a Morgan Stanley spokesman, Andrew Walton, wrote in a statement.
“Morgan Stanley was not permitted to defend itself on the merits,” Mr. Walton said. “As a result, the jury heard allegations instead of true facts, and Morgan Stanley was denied a fair trial. Far from being a part of the Sunbeam fraud, Morgan Stanley was a victim of that fraud, losing $300 million when Sunbeam collapsed, one of the many true facts that the jury was not allowed to hear.”
After the verdict was announced, Judge Elizabeth Maass, who oversaw the trial, asked lawyers for Mr. Perelman and Morgan Stanley if “additional mediation” would be helpful in resolving the case. Both sides have been meeting with Kenneth Feinberg, a Georgetown University law professor.
Lawyers for both sides agreed yesterday to have Morgan Stanley officials and Mr. Perelman’s advisers talk with Mr. Feinberg today during a conference call.
Mr. Perelman started the trial with an advantage after the judge in the case punished Morgan Stanley for failing to turn over e-mails related to the 1998 Coleman deal. She ordered jurors to assume Morgan Stanley helped Sunbeam inflate its earnings. To recover damages, Mr. Perelman only had to prove that he relied on misstatements by Morgan Stanley or other parties to the transaction about Sunbeam’s finances.
“This was a fait accompli the minute the jury was told that fraudulent information was given,” Robert Zito, a New York defense attorney not involved in the case, said. “That was the death knell. There’s no question about it.”
With the verdict, jurors found that Mr. Perelman didn’t disregard warning signs about Sunbeam’s sales figures and relied on Morgan Stanley’s analysis of Sunbeam’s prospects when deciding to push ahead with the Coleman sale.
Morgan Stanley’s attorneys argued throughout the case that as a sophisticated investor, Mr. Perelman had the resources to investigate Sunbeam’s financial statements without relying on Morgan Stanley’s reports on the company.
During his two days on the witness stand last month, Mr. Perelman said he banked on Morgan Stanley’s reputation as one of the world’s top investment firms when he accepted the company’s assessment of Sunbeam’s financial health. The financier testified that he’d hired Morgan Stanley as his financial advisor in about 30 deals in the past.
“Morgan Stanley gave us every bit of information about Sunbeam that we got,” Mr. Perelman told jurors. “We chose to rely on Morgan Stanley to tell us the truth. Morgan Stanley was standing behind Sunbeam.”
In his two-decade career as a dealmaker, Mr. Perelman said, it had been his normal practice to get reliable information on a target company’s finances and prospects from that company’s financial adviser.
Mr. Perelman claimed that Morgan Stanley officials conspired with a former Sunbeam chief executive, Albert Dunlap, in 1997 and 1998 to mislead him in hopes of covering up accounting problems within the company.
In June 1998, Sunbeam’s board fired Mr. Dunlap and his management team after the SEC accused him of orchestrating a scheme to inflate the company’s earnings by improperly recording sales revenue and deleting records of returned merchandise.