Business Associations Keyed to Hamilton
MDCM Holdings, Inc. v. Credit Suisse First Boston Corporation
MDCM Holdings, Inc. (formerly Mortgage.com) (Plaintiff) was one of several Internet-related, high-tech companies that wanted to go public through an initial public offering (IPO) of stock. These companies contracted with Credit Suisse First Boston Corporation (CSFB) (Defendant) to be their underwriter. Following underwriting agreements with the companies, CSFB (Defendant) received 7 percent of the profits. MDCM (Plaintiff) brought a class action on behalf of issuers that had used CSFB (Defendant) in 1998 to 2000 and whose securities increased in value 15 percent or more about their original offering price within 30 days after the IPO. The companies argued that Defendant breached its contracts and implied covenants of good faith and fair dealing, as well as fiduciary duties owed to the issuers, by requiring customers who wanted to purchase IPO shares to pay a share of the profits they gained and by underpricing certain securities to guarantee that they would rise in value once issued to the public. They also claimed that Defendant gained unjust enrichment by these practices, alleging that the companies would have realized additional gross proceeds if not for Defendant’s intentional underpricing. Defendant moved to dismiss on the ground that these state law claims were preempted by the Securities Litigation Uniform Standards Act of 1998 (SLUSA), 15 U.S.C. §§ 77p, 78bb(f).
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