Frequently Asked Questions

  1. Why did I get a Notice?

    The Notice is being sent to you pursuant to an Order of the United States District Court for the Eastern District of New York (the “Court”) because you or someone in your family may have purchased or otherwise acquired Gentiva Securities during the Settlement Class Period. The Court has directed us to send you the Notice because, as a potential Settlement Class Member, you have a right to know about your options before the Court rules on the proposed Settlement of this case. Additionally, you have the right to understand how a class action lawsuit may generally affect your legal rights. If the Court approves the Settlement, a claims administrator selected by Lead Plaintiff and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

    Back To Top

  2. What is this case about? What has happened so far?

    Beginning on November 2, 2010, five putative shareholder class action complaints were filed in the United States District Court for the Eastern District of New York, asserting violations of the federal securities laws. On November 2, 2011, the Court consolidated the five putative shareholder class action complaints under the caption In re Gentiva Securities Litigation, Case No. 10-cv-05064-ADS. By Order dated January 27, 2012, the Court: (i) appointed LACERS as Lead Plaintiff for a putative class of all purchasers of Gentiva securities between July 31, 2008 and October 4, 2011, inclusive, pursuant to §21D(a)(3)(B) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §78u-4(a)(3)(B); and (ii) appointed Kaplan Fox & Kilsheimer LLP (“Kaplan Fox”) as lead counsel (“Lead Counsel”).

    On April 16, 2012, Lead Plaintiff filed the Consolidated Class Action Complaint (the “Consolidated Complaint”). The Consolidated Complaint asserted claims against the Settling Defendants under Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) on behalf of a class of persons who purchased or otherwise acquired Gentiva securities between July 31, 2008 and October 4, 2011, inclusive. The Consolidated Complaint also asserted claims under Sections 11 and 15 of the Securities Act of 1933.

    On June 15, 2012, the Settling Defendants filed a motion to dismiss the Consolidated Complaint, to which Lead Plaintiff opposed. On March 25, 2013, the Court granted the Settling Defendants’ motion to dismiss in its entirety, with leave to amend allegations solely with respect to the Section 10(b) Exchange Act claim.

    On May 10, 2013, in accordance with the Court’s March 25 Order, Lead Plaintiff filed the First Consolidated Amended Class Action Complaint (the “ACC”). After full briefing on a motion to dismiss and motion for reconsideration of the motion to dismiss, the remaining Defendant, Ronald A. Malone, on January 9, 2014, filed his Answer to the ACC, denying its material allegations and alleging affirmative defenses thereto.

    On November 24, 2014, the Settling Parties participated in a mediation session before the Hon. Layn R. Phillips, former United States District Judge. The Settling Parties did not reach a settlement at the November 24 session. On December 4, 2014, after further mediated discussions, the Settling Parties reached an agreement-in-principle to settle the Action on the terms and conditions set forth herein, which agreement was subsequently memorialized in a preliminary term sheet dated December 10, 2014.

    On April 7, 2015, the Court preliminarily approved the Settlement, preliminarily certified the Settlement Class for settlement purposes only, authorized Notice to be sent to potential members of the Settlement Class, and scheduled the Final Approval Hearing to consider whether to grant final approve of the Settlement.

    For full details of the case, see the Notice.

    Back To Top

  3. How do I know if I am affected by the Settlement?

    If you are a Member of the Settlement Class, you are subject to the Settlement unless you timely request to be excluded. The Settlement Class consists of all Persons who purchased or otherwise acquired Gentiva Securities (as defined above) during the Settlement Class Period of July 31, 2008 to October 4, 2011, inclusive, and suffered alleged damages as a result. Excluded from the Settlement Class are: (i) Gentiva and the Individual Defendants; (ii) members of the immediate family of any of the Individual Defendants; (iii) any person who was an officer or director of Gentiva during the Settlement Class Period; (iv) any firm, trust, corporation, officer, or other entity in which any Individual Defendant has or had a controlling interest; and (v) the legal representatives, agents, affiliates, heirs, successors-in-interest or assigns of any such excluded party. Also excluded from the Settlement Class are any Persons who otherwise satisfy the above requirements for membership in the Settlement Class, but who exclude themselves by submitting a valid request for exclusion in accordance with the requirements set forth in the Notice (see FAQ 11).

    RECEIPT OF THE NOTICE DOES NOT NECESSARILY MEAN THAT YOU ARE A SETTLEMENT CLASS MEMBER OR THAT YOU ARE ELIGIBLE TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU WISH TO BE POTENTIALLY ELIGIBLE TO PARTICIPATE IN THE SETTLEMENT, YOU MUST SUBMIT A CLAIM FORM POSTMARKED NO LATER THAN AUGUST 25, 2015.

    Back To Top

  4. What are the settling Parties’ reasons for the settlement?

    Lead Plaintiff and Lead Counsel believe that the claims asserted against the Settling Defendants have merit. Lead Plaintiff and Lead Counsel recognize, however, the expense and length of continued proceedings necessary to pursue their claims against the Settling Defendants through trial and appeals, as well as the difficulties in establishing liability. Lead Plaintiff and Lead Counsel have considered the uncertain outcome and trial and appellate risk in complex lawsuits like this one.

    In light of the amount of the Settlement and the immediacy of recovery to the Settlement Class, Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Settlement Class. Lead Plaintiff and Lead Counsel believe that the Settlement provides a substantial benefit now, namely $6,500,000.00 (less the various deductions described in the Notice), as compared to the risk that the claims would produce a similar, smaller, or no recovery, after summary judgment, trial and appeals, possibly years in the future.

    The Settling Defendants have denied and continue to deny (i) all of the claims alleged by Lead Plaintiff on behalf of itself and the Settlement Class, including all claims in the complaints referenced above; (ii) all allegations of wrongdoing, fault, liability or damages to Lead Plaintiff and the Settlement Class; and (iii) that they have committed any act or omission giving rise to any liability or violation of law, including the federal securities laws. The Settling Defendants believe they acted at all times properly, in good faith, and consistent with their legal duties and obligations. Although the Settling Defendants believe that the claims in the Action lack merit and that they ultimately would prevail at summary judgment or at trial, to eliminate the significant burden, expense and distraction of further litigation, the Settling Defendants wish to settle and resolve the Action on the terms and conditions set forth in the Stipulation and to put the claims to rest finally and forever without in any way acknowledging any wrongdoing, fault, liability or damages to Lead Plaintiff or the other Members of the Settlement Class.

    Back To Top

  5. What might happen if there were no Settlement?

    If there were no Settlement, and if Lead Plaintiff failed to establish any essential legal or factual element of its claims, neither Lead Plaintiff nor the Settlement Class would recover anything from the Settling Defendants. Also, if the sole remaining defendant, Malone, were to be successful in proving any of his defenses, the Settlement Class likely would recover substantially less than the amount provided in the Settlement, or nothing at all.

    Back To Top

  6. How much will my payment be?

    Appendix A to the Notice explains the Plan of Allocation of the Net Settlement Fund among Authorized Claimants, as proposed by Lead Plaintiff. The Court may modify the Plan of Allocation, or enter a different plan of allocation, without further notice to the Settlement Class.

    Back To Top

  7. What rights am I giving up by agreeing to the settlement?

    If the Settlement is approved, the Court will enter a judgment (the “Judgment”). For full details about the Judgment and the Released Claims, please see the Notice.

    Back To Top

  8. What Payment are the Attorneys for the Settlement Class seeking? How will the Lawyers be Paid?

    Lead Counsel has not received any payment for its services in pursuing claims against Defendants on behalf of the Settlement Class, nor has Lead Counsel been reimbursed for its out-of-pocket expenses. Before final approval of the Settlement, Lead Counsel intends to apply to the Court for an award of attorneys’ fees from the Settlement Fund in an amount not to exceed 8% of the Settlement Amount, plus interest at the same rate and for the same time period as earned by the Settlement Fund. At the same time, Lead Counsel also intends to apply for the reimbursement of certain Litigation Expenses in an amount not to exceed $345,000.00 plus interest at the same rate and for the same time period as earned by the Settlement Fund. Litigation Expenses may also include reimbursement of the expenses of Lead Plaintiff in an amount of up to $1,000.00 in accordance with 15 U.S.C. § 78u-4(a)(4). The sums approved by the Court will be paid from the Settlement Fund. Members of the Settlement Class are not personally liable for the payment of these sums.

    Back To Top

  9. How do I Participate in the Settlement? What do I need to do?

    If you purchased Gentiva Securities (as defined above) during the Settlement Class Period, and you are not excluded by the definition of the Settlement Class and you do not timely and validly elect to exclude yourself from the Settlement Class, then you are a Member of the Settlement Class and you will be bound by the proposed Settlement if the Court approves it, and by any judgment or determination of the Court affecting the Settlement Class. If you are a Member of the Settlement Class and wish to establish your potential eligibility to share in the Net Settlement Fund, you must submit a Claim Form and supporting documentation to the Claims Administrator. A Claim Form is included with the Notice, or you may download one from the Important Documents page of this website. You may also request a Claim Form by calling toll-free 888-593-7570 or e-mailing info@gentivasecuritieslitigation.com. Those who exclude themselves from the Settlement Class, and those who do not submit timely and valid Claim Forms with adequate supporting documentation, will not be eligible to share in the Settlement. If you are a Member of the Settlement Class and do not exclude yourself from the Settlement Class, regardless of whether you submit a Claim Form to the Claims Administrator, or seek any distribution from the Net Settlement Funds by any other means, and regardless of whether you obtain any distribution from the Net Settlement Fund, you will be bound by the proposed Settlement if the Court approves it, and by any judgment or determination of the Court affecting the Settlement Class, and will be permanently barred and enjoined from bringing any action, claim or other proceeding of any kind against any Released Person concerning any Released Claim (including any Unknown Claim). Please retain all records of your ownership of, or transactions in, the Securities during the Settlement Class Period, as they may be needed to document your Claim.

    As a Settlement Class Member, you are represented by Lead Plaintiff and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her notice of appearance on the attorneys listed in the section entitled, “When And Where Will The Court Decide Whether To Approve The Settlement?”

    If you do not wish to remain a Settlement Class Member, you may exclude yourself from the Settlement Class by following the instructions in FAQ 10.

    If you wish to object to the Settlement or any of its terms, the proposed Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, and if you do not exclude yourself from the Settlement Class, you may present your objections by following the instructions in FAQ 11.

    Back To Top

  10. What if I do not want to be a part of the Settlement? How do I exclude myself?

    The deadline to exclude yourself from the Settlement has passed.

    Back To Top

  11. When and where will the court decide whether to approve the settlement? Do I have to come to the hearing? May I speak at the hearing if I don’t like the settlement?

    The Court approved the Settlement on October 1, 2015.

    Back To Top

  12. Can I see the court file?

    The Notice summarizes the proposed Settlement. More details are in the Stipulation. You can get a copy of the Stipulation and obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 1-877-880-0181. Please see the Important Documents page for a copy of the Stipulation.

    Back To Top

  13. Whom should I contact if I have questions?

    All inquiries concerning the Notice or the Claim Form should be directed to the Claims Administrator:

    Gentiva Securities Litigation
    PO Box 3058
    Portland, OR 97208-3058
    Toll-free: 888-593-7570
    info@gentivasecuritieslitigation.com

    Back To Top