Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1053 Filed 09/17/25 Page 1 of 51 MOTION HEARING - September 16, 2025 1 1 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN 2 SOUTHERN DIVISION 3 ALBERT GUZMAN, 4 Plaintiff, 5 -v- Case No. 24-12080 6 FORD MOTOR COMPANY, et al., 7 Defendant. ____________________________________/ 8 MOTION HEARING 9 BEFORE THE HONORABLE LINDA V. PARKER 10 United States District Judge Theodore Levin United States Courthouse 11 231 West Lafayette Boulevard Detroit, Michigan 12 September 16, 2025 13 APPEARANCES: 14 FOR THE Nicholas J. Siciliano DEFENDANTS: Latham & Watkins LLP 15 330 North Wabash Avenue Suite 2800 16 Chicago, IL 60611 17 Roger P. Meyers Bush Seyferth PLLC 18 100 W. Big Beaver Road Suite 400 19 Troy, MI 48084 20 FOR THE MOVANTS: Francis P. McConville Labaton Keller Sucharow LLP 21 140 Broadway New York, NY 10005 22 Adam M. Apton 23 Levi & Korsinsky, LLP 33 Whitehall Street, 27th Floor 24 New York, NY 10004 25 Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1054 Filed 09/17/25 Page 2 of 51 MOTION HEARING - September 16, 2025 2 1 APPEARANCES David Shea CONTINUED... Shea Law Firm PLLC 2 26100 American Dr. 2nd Floor 3 Southfield, MI 48034 4 Michael Albert Robbins Geller Rudman & Dowd LLP 5 655 West Broadway Suite 1900 6 San Diego, CA 92101 7 ALSO PRESENT: Matthew I. Henzi, Asher Kelly Ken Dolitsky, Robbins, Geller 8 Tom Michaud, VanOverbeke Michaud & Timmony Samuel Pigler, Local 710 Pension Fund Rep 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 To Obtain a Certified Transcript Contact: Shacara V. Mapp, CSR-9305, RMR, FCRR, CRR 24 www.transcriptorders.com 25 Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1055 Filed 09/17/25 Page 3 of 51 MOTION HEARING - September 16, 2025 3 1 TABLE OF CONTENTS 2 MATTER PAGE 3 MOTION HEARING............................................ 4 THE COURT'S INITIAL QUESTIONS............................. 6 Counsel's Response 5 By Mr. Apton:............................................. 7 By Mr. McConville:........................................ 16 6 By Mr. Albert:............................................ 29 Counsel's Follow-up Response 7 By Mr. McConville:........................................ 41 By Mr. Apton:............................................. 45 8 By Mr. Siciliano:......................................... 47 9 WITNESSES: 10 None...................................................... 11 EXHIBITS RECEIVED: 12 None Offered.............................................. 13 14 15 16 17 Certificate of Reporter................................... 51 18 19 20 21 22 23 24 25 Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1056 Filed 09/17/25 Page 4 of 51 MOTION HEARING - September 16, 2025 4 1 Detroit, Michigan 2 September 16, 2025 3 10:04 a.m. 4 * * * 5 LAW CLERK: All rise. 6 The United States District Court for the Eastern 7 District of Michigan is now in session. The Honorable Linda 8 V. Parker presiding. 9 The Court calls Guzman versus Ford Motor Company, et 10 al, Civil Case Number 24-12080, time set for a motion hearing. 11 Counsel, if you'll state your name for the record, 12 beginning with the movants. 13 MR. McCONVILLE: Good morning, Your Honor. Francis 14 P. McConville on behalf of Teamsters Local 710, -- 15 THE COURT: Thank you. 16 MR. McCONVILLE: -- of the law firm, Labaton, Keller, 17 and Sucharow. 18 THE COURT: Okay. I want you to say your name once 19 more for me. 20 MR. McCONVILLE: Francis McConville. 21 THE COURT: Thank you. Good. 22 MR. MEYERS: Good morning. My name is Michael Albert 23 from the Robbins, Geller, Rudman, and Dowd Law Firm, and we 24 represent Clark Crippen. 25 THE COURT: Good. Mr. Crippen's counsel. Okay. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1057 Filed 09/17/25 Page 5 of 51 MOTION HEARING - September 16, 2025 5 1 MR. APTON: Good morning, Your Honor. Adam Apton 2 from Levi and Korsinsky for Mr. Ronald Ferrante. 3 MR. SHEA: Good morning, Your Honor. David Shea on 4 behalf of Mr. Ferrante. 5 THE COURT: Okay. All right. 6 And, here? 7 MR. SICILIANO: Nick Siciliano from Latham and 8 Watkins on behalf of the defendants. 9 THE COURT: Thank you. 10 Sir? 11 MR. MEYERS: Good morning, Your Honor. Roger Meyers 12 from the Seyferth Law Firm, also on behalf of the defendants. 13 THE COURT: All right. Thank you. You may be 14 seated. 15 And gentlemen who are seated behind you, are these 16 clients? Tell me who it is. Is this Mr. Ferrante, Mr. 17 Crippen, someone from Teamsters? Tell me who this is. 18 MR. McCONVILLE: Yes, Your Honor, with me is Matthew 19 Henzi, who is a member of the Asher Kelly Firm, local counsel. 20 And then, I also have Mr. Sam Pilger who -- he is a board 21 member on the Local 710 Pension System. 22 THE COURT: Okay. Anyone else? 23 Okay. Be seated, everyone. Thank you. 24 There was someone else in the back? Who else? I'm 25 sorry. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1058 Filed 09/17/25 Page 6 of 51 MOTION HEARING - September 16, 2025 6 1 MR. ALBERT: Yes, Your Honor. I'm sorry. I have my 2 colleague, Ken Dolitsky, from the Robbins, Geller Law Firm, 3 and Tom Michaud from the VMT Law Firm who is our local 4 counsel. 5 THE COURT: Excellent. All right. 6 So I have read everything that you all have put 7 before me. Quite a bit, but it's all good. I've got it, and 8 I have questions. 9 And so, I would like to start off with my questions. 10 And then, I'm going to allow you to close, if you would, you 11 know, if a part I have covered has not been brought out in 12 terms of my questions. 13 I'm going to begin with counsel for Mr. Ferrante. 14 Who is that? Thank you. 15 MR. APTON: Should I approach the lectern, Your 16 Honor? 17 THE COURT: You can. 18 MR. APTON: Okay. 19 THE COURT: You can. 20 THE COURT'S INITIAL QUESTIONS 21 THE COURT: All right. How are you doing this 22 morning? 23 MR. APTON: Very good. And, yourself? 24 THE COURT: Excellent. I'm doing well. 25 I want to just start off with what I perceived as Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1059 Filed 09/17/25 Page 7 of 51 MOTION HEARING - September 16, 2025 7 1 your view, potentially, that the expanded class period, the 2 Sklodowski class period, if you will, you believe that -- and 3 I know that Mr. Sklodowski's counsel is not present today. 4 But you believe from what you've filed, that Sklodowski's 5 complaint was filed for a nefarious reason. We first had 6 Guzman, we had the initial class period, and then you seemed 7 to imply -- and maybe not "nefarious" is the word you would 8 use, -- but I think you do have -- take objection to the fact 9 that it was filed. And my question -- I mean, believing it 10 was filed to make way for Mr. Crippen to, perhaps, have the 11 largest financial interest. I note that Mr. Crippen is not 12 represented by the same attorneys from Sklodowski. 13 So my question, do you believe that Crippen and his 14 counsel were colluding with counsel from Guzman and 15 Sklodowski? And if you do, can you tell me the basis? 16 If that's not applicable at all here, what are you 17 really saying? 18 COUNSEL'S RESPONSE 19 MR. APTON: I wouldn't say colluding, Your Honor. 20 THE COURT: Okay. 21 MR. APTON: A strong word. 22 THE COURT: It is. 23 MR. APTON: Nefarious reasons, also -- 24 THE COURT: A little too strong? 25 MR. APTON: -- a bit strong. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1060 Filed 09/17/25 Page 8 of 51 MOTION HEARING - September 16, 2025 8 1 I mean, I know counsel, for most of the folks in 2 here, and we do have good working relationships. 3 THE COURT: Okay. Good. 4 MR. APTON: I do think that the class period in this 5 Sklodowski action, though, doesn't make sense under the 6 allegations certainly before the board. If this case is about 7 Ford Blue, it would not make sense if there was a 8 misrepresentation about Ford Blue before Ford Blue came into 9 existence. But as Your Honor knows, in the reply papers, 10 we've made clear it doesn't make sense. 11 THE COURT: Okay. 12 MR. APTON: Mr. Ferrante has the largest financial 13 interest in the lot, under either of the class periods. And 14 at that point, we should be looking at whether or not any of 15 the other movants have enough proof, evidence to rebut the 16 presumption in Mr. Ferrante's favor. 17 THE COURT: Okay. When you talk about the Ford Blue 18 segment, so to speak -- is that how you refer to it? 19 MR. APTON: Yes, Your Honor. 20 THE COURT: So wasn't there -- I thought there was 21 information to suggest that it wasn't just limited -- that 22 that issue was not just limited to the initial class period. 23 The concerns about warranties and so forth were -- existed 24 well before the initial class period. You know, sometime -- 25 well, it included, I should say, the 2021 period. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1061 Filed 09/17/25 Page 9 of 51 MOTION HEARING - September 16, 2025 9 1 MR. APTON: Sure. 2 THE COURT: Do you dispute that, sir? 3 MR. APTON: So, Your Honor, the -- I guess this issue 4 turns on the corrective disclosure at the end of the class 5 period, -- 6 THE COURT: Okay. 7 MR. APTON: -- in July of 2024. At that point in 8 time, Ford comes out and says we have higher warranty 9 reserves, Ford, Ford Blue. It ties to Ford Blue. And so, 10 that is the basis for our understanding of the allegations and 11 our argument as to whether the Sklodowski class period should 12 or should not be credited at this stage. It may very well be, 13 Your Honor, that facts come to light during the course of the 14 case where, yeah, the class period should not only encompass 15 Sklodowski, but even events prior to that. But at this point 16 in time, we look at what's on file before the Court, and 17 that's the way I look at the allegations. 18 THE COURT: Okay. 19 I notice that just in terms of your opportunity to 20 file a reply to the other filings, that you didn't really 21 address the other movants' argument, that your client's 22 failure to disclose securities transactions for the Sklodowski 23 proposed class period rendered his motion untimely. 24 What do you have to say about it now, because I 25 didn't see you responding directly to it? Did I miss Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1062 Filed 09/17/25 Page 10 of 51 MOTION HEARING - September 16, 2025 10 1 something? 2 MR. APTON: Yes, Your Honor. 3 Well, I shouldn't say that. 4 THE COURT: Okay. 5 MR. APTON: Respectfully, I -- the reply brief, as 6 Your Honor knows, is limited to seven pages, -- 7 THE COURT: Okay. 8 MR. APTON: -- so we have to be very careful with the 9 number of words and what we say. I do address that. There 10 was no -- on pages four and five, and six of the reply, page 11 IDs 1041 to 1043, -- 12 THE COURT: So okay. 13 MR. APTON: -- we do address this notion that 14 Mr. Ferrante intentionally concealed transactions from the 15 Court; which is false. We voluntarily provided those 16 additional transactions in a supplemental declaration with our 17 opposition. That was at ECF number 39-4. And with those 18 additional transactions, Mr. Ferrante's recoverable loss 19 actually increases. It's not as if these additional 20 transactions somehow eliminated his -- his financial interest 21 in the case, or otherwise rendered him unfit to pursue 22 recovery. It actually made him more -- 23 THE COURT: A little bit bolstered? 24 MR. APTON: Yeah, it did, Your Honor. 25 And so, you know, look, I understand that in this Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1063 Filed 09/17/25 Page 11 of 51 MOTION HEARING - September 16, 2025 11 1 situation when one movant, Mr. Ferrante, has the largest 2 financial interest in the case and appears to be adequate and 3 typical, and the presumption is vested in his favor, the other 4 movants have to come forward with proof, and so they try to 5 create arguments. 6 THE COURT: They take issue with the timeliness of 7 his disclosure. What do you have to say about that? 8 MR. APTON: I would have to say that the additional 9 transactions provided in the supplemental declaration do not 10 render him inadequate, or preclude him from serving as lead 11 plaintiff. 12 Mr. Ferrante's certification complied with the PSLRA, 13 he provided the transactions in the complaint that was on 14 file. And we cite the Ultimasa case for that point, from 15 2019, in New York. Even still, there are a number of cases 16 from cross the country where providing additional transactions 17 after the 60-day deadline does not render a movant incapable 18 or inadequate, or unfit to serve as lead plaintiff. 19 Again, these are not additional transactions that 20 conflicted with his interest or the interest of the class, at 21 all. It made his loss greater. And so, the cases where you 22 do see this becoming a problem is where additional 23 transactions come out during the course of the briefing that 24 decrease a movant's loss, -- 25 THE COURT: Okay. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1064 Filed 09/17/25 Page 12 of 51 MOTION HEARING - September 16, 2025 12 1 MR. APTON: -- or somehow show that he was trying to 2 conceal something intentionally. And, that's not the case 3 here. 4 THE COURT: Well, I mean clearly, they're going to 5 the adequacy of -- under Rule 23, that the plaint -- that your 6 client, as being lead plaintiff, is not capable of taking it 7 on. And the Teamsters, actually, specifically talks about 8 there was gross negligence involved in not having, you know, 9 included the information that we've been discussing. 10 How do you respond to that? 11 MR. APTON: I would say that is a gross 12 mischaracterization of what happened. 13 THE COURT: Okay. 14 MR. APTON: We have Mr. Ferrante who provided his 15 transactions for the -- the Guzman class period. Not a single 16 transaction was omitted. And none of the transactions was 17 provided in error. It's the additional class period from the 18 Sklodowski case filed two weeks before the 60-day deadline 19 that arguably created a need to disclose more, which we did, 20 in our opposition. We did not hold anything back. 21 THE COURT: Okay. 22 You have -- obviously, I know -- I mean, you're 23 opposing the -- oppose the appointment of Mr. Crippen as lead 24 plaintiff. Are there any other defenses -- I mean, you spoke 25 specifically just this morning about the Ford Blue segment and Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1065 Filed 09/17/25 Page 13 of 51 MOTION HEARING - September 16, 2025 13 1 how it kind of fits in there. Are there any other defenses -- 2 and you believe, from what you've filed, that that puts him in 3 a position where the fact that he -- let's see. 4 I'm talking about the typicality -- 5 MR. APTON: Yes. 6 THE COURT: -- requirement now. And you say that you 7 feel that that's an issue for Mr. Crippen. Can you expand on 8 that for me? 9 MR. APTON: Sure. 10 So if there's a difference, assuming there's a 11 difference between typicality and adequacy, -- 12 THE COURT: I think there is. You don't see it? 13 MR. APTON: No, I do, Your Honor. 14 THE COURT: Okay. 15 MR. APTON: But I would characterize it as more of an 16 adequacy issue, because in terms of typicality, Mr. Crippen 17 certainly bought during a class period, the expanded class 18 period. He bought on the open market. He invested a 19 significant amount in Ford, so I would say he's typical of the 20 class. 21 The adequacy issue that we've raised in our briefing 22 is, well, if the Sklodowski class period is not legitimate, 23 for lack of a better word, -- 24 THE COURT: Okay. 25 MR. APTON: -- then Mr. Crippen potentially has a Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1066 Filed 09/17/25 Page 14 of 51 MOTION HEARING - September 16, 2025 14 1 problem. But if we're going to go with the expand class 2 period, the broadest class period possible, then that's not an 3 issue that is dealt with at this stage of the proceedings. 4 It's only an issue if Your Honor thinks that on the face of 5 the pleadings, there's enough to say, yeah, we should not look 6 at the Sklodowski class period, we should focus only on 7 Guzman. But otherwise -- 8 THE COURT: Do you think -- 9 MR. APTON: Oh. 10 THE COURT: -- there are any other defenses that only 11 Crippen -- that are unique to Crippen, or to the punitive 12 class members who only purchased securities before April of 13 2022? What other defenses? Am I missing anything in terms of 14 -- 15 MR. APTON: No, Your Honor. 16 And, Your Honor, if Mr. Crippen had a larger 17 financial interest in the case than Mr. Ferrante, I probably 18 wouldn't be here because there's no point in trying to rebut 19 that presumption that would be vested in Mr. Crippen at this 20 -- at this stage of the case. 21 I understand Teamsters has an argument about it being 22 an institution, but that's not enough to overcome that 23 presumption. There's no special provisions for institutions. 24 Notwithstanding the PSLRA's preference for institutional 25 investors, if an institution does not have larger financial Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1067 Filed 09/17/25 Page 15 of 51 MOTION HEARING - September 16, 2025 15 1 interest, that's it. And in this case, it's hard because the 2 Teamsters Fund is a large fund. The amount of money they 3 lost, though, percentage wise, is minuscule compared to 4 Mr. Ferrante or Mr. Crippen. So if anyone's going to be more 5 interested in pursuing this case to the fullest extent of the 6 law, it's going to be those retail, those individual investors 7 who really need that money back, not the Teamsters Fund that 8 effectively lost what amounts to what, a rounding error. 9 THE COURT: Now, I want to go back to what we talked 10 about earlier with Teamsters and what their argument is. 11 MR. APTON: Sure. 12 THE COURT: Their argument specifically is that your 13 client didn't disclose based upon the Sklodowski complaint. 14 What is your response to that? 15 MR. APTON: My response to that is that the 16 Sklodowski complaint was filed two weeks before the deadline. 17 Notices for the expanded deadline were not prevalent in the 18 marketplace. There was no intent to conceal any transactions. 19 The transactions were voluntarily provided once the issue was 20 -- was raised by the competing movants. And there was no 21 problem, so to speak, created by the additional transactions. 22 So again, they did not eliminate Mr. Ferrante's loss, 23 or even lessen it, but increased it. Mr. Ferrante would have 24 no motive to withhold transactions. And, there was no error. 25 Again, the cases cited by the Teamsters Fund all Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1068 Filed 09/17/25 Page 16 of 51 MOTION HEARING - September 16, 2025 16 1 involve cases where the certifications contain errors, serious 2 errors. There were no errors in Mr. Ferrante's certification. 3 It was completely in compliance with the PSLRA, providing all 4 of his transaction data for the class period. And when the 5 issue of the expanded class period was raised, of course he 6 provided the transactions. Why wouldn't he? He has more to 7 gain by pursuing the broader class period. 8 THE COURT: I'm going to talk to you in a little bit. 9 You can have a seat for now. 10 MR. APTON: Very good. Thank you, Your Honor. 11 THE COURT: I want to talk to Teamsters' counsel. 12 I'm going to give you a chance to respond to what's 13 been said in terms of -- I don't want to put words in your 14 mouth, so you give me your position on the adequacy of 15 Mr. Ferrante. 16 MR. McCONVILLE: Thank you, Your Honor. 17 THE COURT: And then, I'm going to let you -- we're 18 going to talk specifically about -- 19 MR. McCONVILLE: Sure. I look forward to it again. 20 Frank McConville from Labaton, Keller, Sucharow on 21 behalf of Local 710. So there were a lot of reasons given for 22 why the initial transactions for Mr. Ferrante were not 23 included in its initial motion, but I think Your Honor hit it 24 right on the head, it was gross negligence. Because the 25 complaint that was filed that expanded -- Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1069 Filed 09/17/25 Page 17 of 51 MOTION HEARING - September 16, 2025 17 1 THE COURT: You said that, I didn't say it. 2 Okay. Go ahead. 3 MR. McCONVILLE: No, you repeated the words that were 4 in our papers. 5 THE COURT: I did. I did. 6 MR. McCONVILLE: And the reality is, the complaint 7 that was filed that expanded the class period is part of the 8 case now. That class period controls. That case was filed on 9 September 23rd of 2024. Mr. Ferrante signed his certification 10 for the initial class period on September 9, 2024. So query 11 whether Mr. Ferrante was even aware of the expanded class 12 period. Because if the position that Mr. Ferrante and his 13 counsel take is that the expanded class period is frivolous or 14 implausible, or shouldn't control because something nefarious 15 was happening here, well then, that should have been discussed 16 in the opening brief. In which, he had two weeks to prepare 17 to say, look, the class period that was initially filed is the 18 most plausible and controlling class period, notwithstanding 19 this additional class period. We don't think it controls, but 20 here are our transactions. 21 And the reason why I think that this is the case, as 22 counsel for Mr. Ferrante just said several times, his losses 23 go up. Why wouldn't he include transactions in a period where 24 his losses actually go up? It's to his benefit. 25 So, no, there's no -- Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1070 Filed 09/17/25 Page 18 of 51 MOTION HEARING - September 16, 2025 18 1 THE COURT: So what do you think the reason -- what 2 rationale do you believe? 3 MR. McCONVILLE: I don't think Mr. Ferrante was aware 4 of the longer class period. 5 THE COURT: Okay. 6 MR. McCONVILLE: Which again, goes to his adequacy. 7 And let me just point Your Honor to a new case that 8 came out earlier in 2025, where the same exact issue happened. 9 And, in fact, it was an institutional investor that failed to 10 disclose transactions in the initial class period. 11 THE COURT: Okay. 12 MR. McCONVILLE: The case is Salem versus Methode 13 Electronics it's 24-cv-07696. It's in the Northern District 14 of Illinois, and it's in front of Judge Ellis. 15 And the Court explained there was a Michigan fund 16 that failed to identify and correct their certification for 17 the controlling class period. And the Court said that, 18 enough, is evidence of inadequacy, and I will not appoint you. 19 And the Court appointed a movant with a smaller financial 20 interest, which also happened to be an institutional investor. 21 THE COURT: Okay. 22 MR. McCONVILLE: But our position on the 23 certification as we lay in -- lay out in our papers is one of 24 two things; the first being, we are -- Mr. Ferrante is 25 advocating on behalf of a shorter class period, which puts him Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1071 Filed 09/17/25 Page 19 of 51 MOTION HEARING - September 16, 2025 19 1 in a position that we believe is antagonistic to the full 2 interest of the class. We think the more likely option, as 3 we've been discussing this morning, is that it's just a plain 4 error. He didn't know of the longer class period. He didn't 5 revise the certification after the new class period was filed. 6 And, he didn't include it in his initial motion. So you've 7 got to question: If Mr. Ferrante doesn't know the controlling 8 class period, how's he going to adequate -- adequately lead 9 this litigation? 10 And the point about the percentage of loss, that has 11 been widely rejected throughout the jurisprudence of PSLRA of 12 the lead plaintiff. If the metric for a financial interest 13 would be what percentage of a portfolio, you know, the loss 14 included, an institutional investor would never be appointed 15 because their portfolios are so large. 16 And on that point, I will point out that Mr. Sam 17 Pilger from Local 710 is at the hearing today, and neither of 18 the two individuals. So, you know, if the argument is if this 19 means a lot to them, why aren't they here? 20 THE COURT: Okay. All right. 21 You have asked me to look at the first two Lax 22 factors, which deal with the number of shares purchased during 23 the class period, as well as the number of net shares 24 purchased during the class period, in order for me to assess 25 who has the largest financial interest here. However, you Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1072 Filed 09/17/25 Page 20 of 51 MOTION HEARING - September 16, 2025 20 1 also -- I glean from your -- really from your filings, is that 2 you're urging me to focus on only that second factor, the net 3 shares. Why is that? 4 MR. McCONVILLE: Right. 5 So in normal instances, the four Lax factors: -- 6 THE COURT: Yep. 7 MR. APTON: -- total shares, net shares, net 8 expenditures, and losses, -- 9 THE COURT: Right. 10 MR. McCONVILLE: -- in normal instances, the losses 11 will encapsulate the first three factors. And so, you look at 12 the loss because it's the most -- it's the truest indicator of 13 a financial interest, of the potential recovery in the class, 14 right? That's what the PSLRA is looking for. 15 In this specific case, we think that net shares is 16 the most important metric. 17 THE COURT: And I got that -- 18 MR. McCONVILLE: Sure. 19 THE COURT: -- from what you were saying. 20 MR. McCONVILLE: And I'll explain why. 21 THE COURT: Yep. Yes, please. 22 MR. McCONVILLE: The pleadings before the Court, 23 there are two complaints now, both of them include only one 24 disclosure. And that one disclosure is from July of 2024. 25 There are no corrective disclosures throughout the class Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1073 Filed 09/17/25 Page 21 of 51 MOTION HEARING - September 16, 2025 21 1 period, okay? Which means -- and this is based on any of the 2 cases that we cite in our papers, ECF 38, 11 to 14. When 3 there is one disclosure, courts have looked at that and 4 determined there's a constant fraud premium throughout the 5 class period. 6 THE COURT: Right. 7 MR. McCONVILLE: Now that means that each share, no 8 matter what price you buy the stock at, each share is damaged 9 that exact same amount, that amount that comes out at the end 10 of the class period. And when you combine -- so that alone -- 11 we think that fact pattern alone would lend the Court to look 12 very closely at the net shares competent of the Lax factors. 13 Now, when you combine that with the way that the Ford 14 stock traded during this class period, -- 15 THE COURT: Yep. 16 MR. McCONVILLE: -- and the way that Mr. Crippen -- 17 because really, the net shares discussion for us is really 18 with Mr. Ferrante out with adequacy issues is our position, -- 19 THE COURT: I know. 20 MR. McCONVILLE: -- would be Mr. Crippen. When you 21 look at his purchasing pattern, he buys, basically, his entire 22 position at the class period high. 23 And what do I mean by that? He bought 65,000 plus 24 shares of his 67,000 shares at $24 on January 13th of 2022. 25 The class period high for the Ford stock was the next day, Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1074 Filed 09/17/25 Page 22 of 51 MOTION HEARING - September 16, 2025 22 1 January 14th of 2022, at $25. The stock, thereafter, 2 throughout the course of the class period, trades downwards 3 from that $24, where Mr. Crippen purchases, all the way down 4 to is 13.67. And there's no allegation that that 11-point 5 delta was the result of any disclosure of fraud. That is just 6 normal marketing dynamics. The stock trades up, it trades 7 down. Ford is a stock that, you know, trades at various 8 levels. 9 And so, what you need to do really closely is look at 10 his LIFO loss. We don't dispute the calculation. The 11 calculation and the math makes sense. But what we say is that 12 entire difference between that 24 and that 13 needs to be set 13 aside because it's for reasons entirely unrelated to the 14 fraud. 15 And this is pursuant to the Dura Pharmaceuticals case 16 from the Supreme Court. In order to demonstrate actual 17 damages, which is what the recovery in this case is looking 18 for, you need to show that the purchase of their shares was 19 held over a corrective disclosure. 20 And there's authority on this point, Your Honor. The 21 case Turpel v. Canopy Growth, 704 F. Supp. 3d 456, where the 22 Court looks at the exact same fact pattern: Purchases at the 23 class period high, stock trade is all the way down, holds the 24 shares, and then the stock goes down. The difference, the 25 Court said you have to put that aside because it's not Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1075 Filed 09/17/25 Page 23 of 51 MOTION HEARING - September 16, 2025 23 1 recoverable under the federal securities laws. 2 So based on -- on these sort of very unique 3 circumstances, the single disclosure, Crippen's trading 4 profile, and the way Ford stock traded, we believe that the 5 relief sought by the class, which is the financial interest 6 competent of the PSLRA, is best exemplified by the net shares. 7 That's our position. 8 THE COURT: Yep. 9 MR. McCONVILLE: And again, this is not a new 10 concept. 11 Your Honor, I will read the Pio case, which I was 12 counsel for the losing movant in that case, so I'm very 13 familiar with that opinion, where the Court says, retained 14 shares more closely approximates recoverable losses, whereas 15 here, the alleged fraud was only disclosed at the end of the 16 class period and, therefore, variations and share price during 17 the class period are the result of their factors. Same 18 situation here. 19 I'll cite another case, Markett v. Xoma, 2016 West 20 Law 2902286. This is at pages five and six, where the Court 21 says: In single disclosure cases, the retained shares or the 22 net shares is more accurate than LIFO because it excludes 23 losses incurred during the class period, that are likely 24 attributable to normal market fluctuations rather than broad. 25 That's what we have here. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1076 Filed 09/17/25 Page 24 of 51 MOTION HEARING - September 16, 2025 24 1 So that is -- and I apologize if I'm being 2 longwinded. 3 THE COURT: No. 4 MR. McCONVILLE: That is sort of the explanation for 5 why we think the net shares component is really the 6 dispositive one for determining -- 7 THE COURT: And I'm going to be asking counsel to 8 respond to that, too, -- 9 MR. McCONVILLE: Sure. 10 THE COURT: -- so keep that in mind. I've just made 11 a note of that, so go ahead. 12 MR. McCONVILLE: No problem. 13 We think the net shares is the dispositive one. 14 THE COURT: Okay. Yep. 15 Let me ask you, you said in your response brief that 16 Crippen -- Mr. Crippen, as well as Mr. Ferrante, their -- as 17 well as their initial motion demonstrates that they're unknown 18 individuals who lack sophistication to serve as lead 19 plaintiff. You've identified in Mr. Ferrante's filing, which 20 you believe -- you've identified the defects in his pleading, 21 you've said that before, as to why that supports your 22 position. Aside from Mr. Crippen's asserted lack of 23 experience with complex and or securities class actions, what 24 about his initial motion do you feel shows his inadequacy to 25 serve as lead plaintiff? Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1077 Filed 09/17/25 Page 25 of 51 MOTION HEARING - September 16, 2025 25 1 MR. McCONVILLE: Yeah. Your Honor, I think there's a 2 subtle distinction here. I don't know if I would say 3 inadequate. What I would say is he failed to trigger the 4 adequacy requirement under the PSLRA. And the reason I say 5 that is because there's a growing rubric of the requirements 6 that individuals need to show in order to trigger the most 7 adequate plaintiff presumption. 8 THE COURT: Okay. 9 MR. McCONVILLE: And we cite our case at -- we cite 10 these cases in our papers: The TG Therapeutics case, the 11 World Wrestling case, the HEXO Corp. case, where the courts 12 really look at, what sort of experience does this individual 13 have managing lawyers, demonstrating that they can be in 14 control of the lawyers in a complex litigation. Because 15 that's precisely what the PSLRA was designed for, they want 16 the lawyers to be controlled by the clients, sophisticated, 17 whether it be an individual or whether it be an institution, 18 that are really going to sit down and make sure that the case 19 is being prosecuted. 20 THE COURT: Do you cite those cases in your -- 21 MR. McCONVILLE: We do. 22 THE COURT: Okay. 23 MR. McCONVILLE: And I'm happy to provide the 24 citations for you right now. 25 So TG Therapeutics is 2022 West Law 1655585; World Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1078 Filed 09/17/25 Page 26 of 51 MOTION HEARING - September 16, 2025 26 1 Wrestling is 2020 West Law 2614703, and HEXO is 2020 West Law 2 905753. 3 THE COURT: Those are all cases within this circuit? 4 MR. McCONVILLE: Those are all cases in the Southern 5 District of New York, Your Honor. 6 THE COURT: Southern District of? 7 MR. McCONVILLE: New York. 8 THE COURT: Thank you. 9 MR. McCONVILLE: Apologies. 10 But again, they go to ensuring that the class is 11 protected by an -- by the leader who is going to control the 12 lawyers and push the litigation forward, who's going to be 13 able to sit at the table across from defense counsel, some of 14 the biggest firms in the world, and ensure that, you know, 15 whether it's a mediation or some other type of resolution, 16 ensure that the class is being protected in getting the most 17 money back possible. 18 And this is not -- you know, this is not just 19 hypothetical. I'll cite some statistics that have come out in 20 recent reports from Cornerstone Research, which indicates that 21 when institutional investors lead class actions, the 22 settlements are over five times larger. And when institutions 23 lead class actions, there's a 38 reduct -- a 38 percent 24 reduction in the motion to dismiss being granted. 25 So these are -- these are objective metrics that show Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1079 Filed 09/17/25 Page 27 of 51 MOTION HEARING - September 16, 2025 27 1 that Congress was right, institutional investors should be the 2 lead plaintiff here. Particularly, when it's a close call. 3 If there were an individual in this case that had a 4 $5 million loss, that had experience overseeing lawyers, that 5 really looked like they were sophisticated and to -- and could 6 do a great job, we wouldn't be here today. We would say the 7 class is in good hands. But because it's a relatively close 8 call, no one has a massive financial interest here, we think 9 the case law is pretty clear that you really have to take a 10 good, hard look at what the individuals have presented in 11 their motion, and contrast that with an institutional investor 12 that has done this before, that is -- experienced fiduciary. 13 We have over -- Local 710 has over 14,000 members, four and a 14 half billion under management. They've settled cases before 15 in the multimillion-dollar range, and so we think the class is 16 really best served by having that institutional investor lead 17 the case. 18 THE COURT: Okay. And do you -- and just getting 19 back to Mr. Crippen, too, did anything else besides the -- 20 that can speak to his inability to satisfy the requirements 21 set forth in Rule 23? 22 MR. McCONVILLE: Yeah. I would point to, as counsel 23 for Ferrante said, the trading that occurred prior to the 24 start of the Cruise last period, everything is in the longer 25 class period. And again, we take position that the lead Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1080 Filed 09/17/25 Page 28 of 51 MOTION HEARING - September 16, 2025 28 1 plaintiff takes the longer class period controls. It's in the 2 best interest of the class. But as this happened numerous 3 times in other cases, when a class period gets shortened and 4 the lead plaintiff now no longer has a position in the case, 5 that could be a year, two years down the road, all of a 6 sudden, we need to re-open the case and find a new lead 7 plaintiff which, you know, delays the case, delay -- delays 8 the prosecution, and ultimately, is not in the best interest 9 of the class. 10 I'll point Your Honor to -- to one opinion actually 11 handling this exact same scenario, and said you need to ask in 12 management for SanDisk case. 2016 West Law 406283 where Judge 13 Chhabria, out in the Northern District of California, 14 indicated in his lead plaintiff order that he had hesitation 15 appointing one fund because they only had trading in a longer 16 period. He did so, but then when he dismissed that period, he 17 basically said in his motion to dismiss order, I should have 18 used the shorter period because now I need to appoint a new 19 lead plaintiff. 20 THE COURT: Okay. All right. 21 One -- okay. We've covered it. All right. Thank 22 you. 23 MR. McCONVILLE: Thank you, Your Honor. 24 THE COURT: I'm going talk to counsel for 25 Mr. Crippen. I'm going to give you an opportunity this Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1081 Filed 09/17/25 Page 29 of 51 MOTION HEARING - September 16, 2025 29 1 morning, Counsel, to just go right in it, and tell me how you 2 feel about the perspective, and the statements that have been 3 made regarding your client not being adequate to serve as lead 4 plaintiff. 5 MR. ALBERT: Your Honor, the only attack to my 6 client's adequacy that I've heard so far is some suggestion 7 that we manipulated the class period. 8 THE COURT: That you? 9 MR. ALBERT: That we manipulated the class period. 10 And I mean, that's just false. 11 THE COURT: Okay. 12 MR. ALBERT: Really, the two issues, I think, are 13 before the Court are which of the proposed class periods to 14 use, and what's the appropriate metric for financial interest. 15 THE COURT: Let me just ask you a question. 16 MR. ALBERT: Sure. 17 THE COURT: Have you -- have you had an opportunity 18 to speak to Sklodowski's attorney? 19 MR. ALBERT: We did. 20 THE COURT: Do you know why this filing is 21 encompassing -- goes beyond the initial class period of 22 Guzman? Why? Do you understand why? 23 MR. ALBERT: I understand why the case supports the 24 longer class period, but I don't know what Sklodowski's 25 counsel, what their rationale was. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1082 Filed 09/17/25 Page 30 of 51 MOTION HEARING - September 16, 2025 30 1 THE COURT: Okay. Go ahead. You can go ahead then. 2 You said the two most important things? 3 MR. ALBERT: I was just going to say that I think the 4 PSLRA provides a very clear three-step process for appointing 5 a lead plaintiff. And in this case, it really burns on two 6 main questions that Your Honor has been asking counsel about. 7 The first thing is longer class period versus shorter class 8 period, and the second -- the second key issue is how do you 9 gauge larger financial interest. 10 THE COURT: Okay. 11 MR. ALBERT: Your Honor, on -- on the first issue of 12 class period, not only does the law support -- overwhelmingly 13 support using the most inclusive class period, because at this 14 stage of the litigation, it incorporates more class members, 15 it increases Plaintiff's claim, and it's just overall good for 16 the case. But specifically, in this case, it makes sense as 17 well, for the reasons we've described in our papers. 18 And I'm happy to get into those if you'd like, Your 19 Honor. 20 But the second, I think, more critical question is 21 how you measure financial interest. All movants set forth 22 their financial interest using LIFO loss. The ultimate goal 23 of this litigation is to recover the losses suffered by 24 investors. And that's the dominant approach within the 25 Sixth-- and District courts within the Sixth Circuit. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1083 Filed 09/17/25 Page 31 of 51 MOTION HEARING - September 16, 2025 31 1 And I would point Your Honor to the FirstEnergy case 2 where Judge Marbley really meticulously analyzes this from 3 start to finish. 4 And, Your Honor, I think the reason why we're here 5 and even debating this is because of Your Honor's decision in 6 General Motors. And, the General Motors' case was so 7 distinguishable for several reasons, but the movants were 8 setting forth their losses using different metrics. In each 9 brief, from the opening to the opposition, to the reply, the 10 metrics kept changing. 11 Here, everyone agrees -- 12 THE COURT: Yeah. 13 MR. ALBERT: -- on the LIFO numbers. There's no 14 dispute, like, if you add this number. The only real question 15 is whether in this case we should -- we should look to the 16 other factors. 17 And for the reasons that I think Judge Marbley talks 18 about in FirstEnergy, those other factors, which serve as a 19 proxy for loss, are just simply not necessary when we all 20 agree on -- on loss. 21 THE COURT: Okay. 22 MR. ALBERT: And if I may, Your Honor, I just wanted 23 to address a few -- a few points that the other counsel have 24 made against -- 25 THE COURT: For Mr. Crippen? Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1084 Filed 09/17/25 Page 32 of 51 MOTION HEARING - September 16, 2025 32 1 MR. ALBERT: -- our motion. Yes. 2 THE COURT: Okay. 3 MR. ALBERT: I think Teamsters 710's counsel has a 4 very hard position to kind of toe here because on one hand, 5 you know, they're saying that Mr. Ferrante, for example, 6 should have alluded to the class period issues in his opening 7 motion, and if he wasn't going to provide the trading for the 8 longer class period, he should have said it in his opening 9 motion. But if -- if net shares purchased is the end all and 10 be all of financial interest, why didn't they talk about it in 11 their opening motion? None of the facts of the case changed. 12 There's one corrective disclosure alleged, and if that was 13 their position, they should have addressed it then and there. 14 Along those same lines, counsel for Teamsters 710 15 talks about, well, courts routinely reject this percentage of 16 the portfolio argument that Mr. Ferrante's counsel made with 17 respect to retail investors versus institutional investors. 18 Namely, that retail investors lost a bigger percentage of 19 their portfolio so that, you know, they're going to care about 20 the case more. And it's true that that's an outlier position 21 that's been rejected by courts, but so has this idea that net 22 shares purchased is the end all, be all. It's approximately 23 the same amount of courts that have -- that after they look at 24 the percentage of the portfolio, they could find -- they find 25 losses. I'm sorry, they find net shares purchased determined. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1085 Filed 09/17/25 Page 33 of 51 MOTION HEARING - September 16, 2025 33 1 And the reason for that, Your Honor, is because in 2 these cases, we're at the very beginning stage. And Your 3 Honor really discusses this in Pio versus General Motors, 4 where he talked about, look, this is the beginning of the 5 case, a lot of things are going to change in the case, and 6 there's not supposed to be this huge analysis on the merits -- 7 of the merits at this stage. That's not to say, Your Honor, 8 that, don't look at the merits. 9 If you want to talk about potential credit -- 10 corrective disclosures in the case, Ford -- Ford releases 11 information about its warranty information -- I'm sorry, about 12 its product defect issues pretty -- pretty regularly. There 13 are a lot of disclosures in the case, a lot of announcements 14 in the case about -- about the issues that affected -- that 15 affected investors here. So I think it's -- it's very 16 premature to just say we only look at -- you know, we look at 17 net shares purchased because there's one end-of-class rate 18 disclosure. 19 THE COURT: Let me ask you something just in terms 20 of, I'm just still trying to flush out more of the adequacy 21 arguments that have been raised in looking, really, at Rule 22 23. I'm comfortable in knowing that the LIFO method, 23 everybody agrees on that. And so, there -- I am looking at 24 these other factors, and I want you to, with counsel who just 25 was speaking -- who was that? That was Mr. -- Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1086 Filed 09/17/25 Page 34 of 51 MOTION HEARING - September 16, 2025 34 1 MR. McCONVILLE: McConville. 2 THE COURT: Thank you, Mr. McConville. 3 -- was talking about, you know, what courts are 4 looking to for purposes of selecting the lead plaintiff, 5 understanding that you do need to have a savvy plaintiff who 6 can really work with the lawyers, and that there's a 7 management required -- requirement of the lawyers. 8 Can you speak to that and, you know, your client's 9 ability to do that? And what kind of experience has he had 10 that would place him in the position to execute what many 11 courts have found to be an important factor? 12 MR. ALBERT: Sure, Your Honor. 13 And, Your Honor, it's true what Mr. McConville said, 14 that the PSLRA's legislative history shows a preference for 15 institutional investors. But the statute's plain text, it 16 makes clear that the preference is expressed through the 17 financial interest requirement. It's not a factor -- they 18 don't get extra credit for being an institutional investor. 19 That really goes to the heart of the Teamsters 710's position 20 here. 21 THE COURT: I'm not talking about that, though. I'm 22 talking about specifically whether or not, in terms of the 23 adequacy of your client serving as lead plaintiff, would he be 24 able to -- you know, is there something in his prior 25 experience that would, you know, speak to his ability to Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1087 Filed 09/17/25 Page 35 of 51 MOTION HEARING - September 16, 2025 35 1 manage counsel. And that -- that is something that has 2 emerged. 3 Has he done that before? Has he had to ensure that a 4 class's interest are being protected? Does he have the 5 experience that Mr. McConville has explained, and cited cases 6 of, in support of the fact that courts are viewing a lead 7 plaintiff's responsibility to include just that. 8 What about Mr. Crippen's experience -- because it 9 wasn't anywhere in the materials that I viewed, -- that speaks 10 to his experience to be able to do that? 11 MR. ALBERT: Sure, Your Honor. 12 THE COURT: Okay. 13 MR. ALBERT: So Mr. Crippen has about 30 years of 14 experience of federal service. He -- he worked for the Coast 15 Guard -- he worked for the Coast Guard, and then he's a 16 Vietnam War vet -- 17 THE COURT: Yep. 18 MR. ALBERT: -- veteran. I believe he has experience 19 overseeing counsel in routine matters. I do not believe that 20 he has experience overseeing groups of lawyers in connection 21 with complex securities litigation. But that goes back to the 22 statute, Your Honor. They would have made it a requirement 23 for an institutional -- for a movant to be an institution if 24 that's what they wanted, Your Honor. 25 I would also say that the Southern District of New Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1088 Filed 09/17/25 Page 36 of 51 MOTION HEARING - September 16, 2025 36 1 York cases pointed to by Mr. McConville, they look at -- they 2 look at the errors in the filings of these individuals. And 3 then, as an additional reason for not appointing them, they 4 say, hey, this person made errors out the gate, and in 5 addition to that, you know, we don't have any indication of 6 their sophistication. 7 THE COURT: Right. 8 MR. ALBERT: But sophistication isn't -- like, you 9 can't exclude someone from overseeing a case because they 10 haven't managed a securities class action or an anti-trust 11 class action, or -- Mr. Crippen is eminently qualified. 12 THE COURT: Okay. Hang on a second. I want to make 13 sure I've asked everything I want to ask in terms of the 14 typicality or the adequacy issue. 15 MR. ALBERT: Your Honor, and if I just may say one 16 more thing. 17 THE COURT: Yeah. 18 MR. ALBERT: The statute requires a prima facie 19 showing of typicality and adequacy. It doesn't require an 20 evidentiary test of this person's qualifications to manage 21 groups of lawyers. 22 THE COURT: How do you -- okay. I appreciate that. 23 How do you respond to the issue of all of the -- the 24 purchasing that your client did on one date, and they were 25 purchased at a high level, high amount? How do you respond to Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1089 Filed 09/17/25 Page 37 of 51 MOTION HEARING - September 16, 2025 37 1 that being -- that's factual, right? 2 MR. ALBERT: It's absolutely factual. 3 THE COURT: Okay. 4 And so, do you feel -- you've heard other counsel 5 complain about that and object to that, and to talk about -- I 6 mean certainly, his interest are -- can be viewed differently 7 in terms of if we were to look at an expanded class period. 8 How can he speak to that? Does he even have losses there? 9 Does he have, you know -- and, it's been raised, the word has 10 been used, "self-interest." How do you respond to that? 11 MR. ALBERT: Your Honor, the typicality requirement 12 does not -- does not require some sort of diverse trading 13 pattern. As Mr. Apton conceded, my client purchased within 14 the longer class period, just like everyone else did. 15 Essentially, what both competing movants -- 16 particularly, Teamsters 710 is doing, is they're inviting a 17 beauty contest. They're saying, hey, you purchased on a 18 Wednesday instead of a -- instead of Tuesday. Hey, look, we 19 have three purchases, you have one purchase. 20 The statute provides a very clear three-step process, 21 Your Honor. And again, if it wasn't for the General Motors 22 case, which is distinguishable on the facts, and which -- it's 23 like the saying, bad facts makes bad loss sometimes. This is 24 a very simple process. 25 You look to law. Like over 95 percent of courts, Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1090 Filed 09/17/25 Page 38 of 51 MOTION HEARING - September 16, 2025 38 1 Your Honor, since -- in the 30 years of the PSLRA's 2 jurisprudence, there's about 200 cases a year. What's that, 3 like, 5- or 6,000 cases? Over 90 percent of them, you look at 4 LIFO loss, you identify the movant that has the largest 5 financial interest, and then you see if that movant made a 6 prima facie showing of typicality and adequacy. And if they 7 did, the other movants could advance to rebut it, using proof, 8 Your Honor, not speculation. There's no freewheeling beauty 9 contest where it's, hey, we have this many billions under 10 assets under management, we've recovered this amount for 11 shareholders. 12 Mr. McConville lists all these statistics about 13 institutional investor recoveries. I can stand up here and 14 say, well, Your Honor, you know, Mr. Crippen is the most 15 qualified movant because he hired the law firm that recovered 16 70 percent of all -- of all dollars recovered last year in 17 securities litigation. That's from the ISS Securities Class 18 Action Report from last year. But that doesn't matter if we 19 have the presumption, and it can't be rebutted. 20 THE COURT: Okay. Anything else you want to say at 21 this point? 22 MR. ALBERT: No, Your Honor, unless Your Honor has 23 any other questions. 24 THE COURT: Not right now. I'm going to ask a group 25 question, so -- well, maybe you can. Let me see. Let me give Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1091 Filed 09/17/25 Page 39 of 51 MOTION HEARING - September 16, 2025 39 1 -- let me just check. 2 Okay. Are there any -- let me ask you while you're 3 here. You have taken the position -- what is specifically 4 your position on -- you believe that the -- you don't have an 5 objection to using the expanded class period; yes, or no? 6 MR. ALBERT: I do not have an objection, I believe 7 the longer class period -- 8 THE COURT: Is the one to you? 9 MR. ALBERT: -- is necessary. 10 THE COURT: Okay. Okay. 11 Are there any -- anything else that you have -- is 12 there something that you have not yet addressed in terms of 13 whether or not -- when you look at the allegations that have 14 been set forth in the pleadings, do you feel -- and you've 15 addressed this, but I want to just hear it one more time, just 16 in terms of the material, misstatements, or omissions that you 17 believe existed, or others believe that existed, do you 18 believe that any of those omissions or state -- misstatements 19 support using the longer class period correctly? 20 MR. ALBERT: Yes, Your Honor. The -- 21 THE COURT: Okay. Speak to that. 22 MR. ALBERT: The longer class period includes two key 23 financial reports and the shorter period doesn't. 24 THE COURT: Okay. 25 MR. ALBERT: It's Ford's 3-Q 2021, Form 10-Q. That Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1092 Filed 09/17/25 Page 40 of 51 MOTION HEARING - September 16, 2025 40 1 was filed on October 28th, I believe, 2021. And then the full 2 year 10-K filed on February 4, 2022. 3 The all -- the allegations are that these reports 4 were the beginning of the allegedly misleading course of 5 conduct. And while these filings, they disclosed certain 6 warranty accruals, they're alleged to be materially misleading 7 because they failed to disclose the known underlying 8 deficiencies in the quality control, and the true escalating 9 costs of those -- of those issues. 10 And the factual basis for including this, I think, is 11 pretty strong. We laid out in our papers, the -- when 12 everything was ultimately disclosed in 2024, they were 13 explicitly attributable, by Ford's own management, to problems 14 with the 2021 model years. Issues that the company admitted 15 that they -- that, quote, "could have been detected at 16 launch." Therefore, the financial statements issued during 20 17 -- 2021 and 2022, which were the first to reflect the 18 financial impact of those defective models, they were 19 misleading for omitting this important information. 20 THE COURT: All right. Anything else you want to 21 say? 22 MR. ALBERT: No, Your Honor. 23 THE COURT: Okay. 24 MR. ALBERT: Thank you very much. 25 THE COURT: All right. I'm going to give counsel for Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1093 Filed 09/17/25 Page 41 of 51 MOTION HEARING - September 16, 2025 41 1 Teamsters, and then for Mr. Ferrante, an opportunity to 2 respond, and then I'll take it from there. I've got a couple 3 group questions. 4 MR. McCONVILLE: Thank you, Your Honor. 5 THE COURT: Clean up, yeah. 6 COUNSEL'S FOLLOW-UP RESPONSE 7 MR. McCONVILLE: Unless you have any specific 8 questions, I'll go ahead and respond. 9 THE COURT: Nope, go ahead. 10 MR. McCONVILLE: So the point about Local 710 sort of 11 shifting gears in the loss analysis is just a blatant 12 mischaracterization of what we actually put in our brief. 13 THE COURT: Let me stop you. I want you to address 14 the last question. 15 MR. McCONVILLE: Sure. 16 THE COURT: Yeah, I want everyone to address that 17 question. 18 MR. McCONVILLE: So the last question about the class 19 period? 20 THE COURT: Yeah. 21 MR. McCONVILLE: Yeah, we agree with counsel for 22 Crippen, that the class period that protects the longest -- 23 the largest possible class of investors should be the 24 controlling class period at this stage of the litigation. 25 That said, we do think that there's a significant Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1094 Filed 09/17/25 Page 42 of 51 MOTION HEARING - September 16, 2025 42 1 risk that that class period will get cut, for reasons that 2 Mr. Ferrante has stated. And if that were to happen, again, 3 Mr. Crippen has no trading in the operative class period. 4 THE COURT: Okay. 5 Okay. You can go ahead. 6 MR. McCONVILLE: Sure. 7 Just really quickly about the shifting gears analysis 8 for the loss -- the financial interest. We put in our opening 9 brief the four Lax factors. At no point did we say the LIFO 10 loss is a controlling loss. We stated total shares, net 11 shares, expenditures, and losses. It was only after seeing 12 Mr. Crippen's trading pattern, which, again, is very unique, 13 and purchases basically entire position at class period high, 14 did we realize that the LIFO calculation is just not a 15 reliable metric. We're not disputing his LIFO calculation. 16 THE COURT: Okay. 17 MR. McCONVILLE: That's right, the math is correct. 18 It's just not a reliable metric for determining the relief 19 sought by the class. 20 And I'll point to Your Honor's order in Pio because I 21 don't think it's distinguishable at all. That case had one 22 disclosure, and the movants in that case jockeyed about with 23 the various ways to calculate losses. They did a retained 24 share analysis, they did a -- you know, an analysis of LIFO. 25 They did this, they did that. But -- and I remember because I Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1095 Filed 09/17/25 Page 43 of 51 MOTION HEARING - September 16, 2025 43 1 was in the courtroom for the Court's hearing on that, the 2 parties agreed, counsel for New York teachers, and counsel for 3 Menora agreed that the LIFO calculations was correct math. So 4 it's not like we're disputing the math, it was that they 5 turned the loss into an apples-to-orange comparison. And 6 because of that, the first three Lax factors were a more 7 objective metric to determine financial interest. 8 We would -- we would proffer that as the exact same 9 case here. We don't think the LIFO calculation is an -- is a 10 reliable determination of financial interest because of the 11 way the stock traded, and because of where Mr. Crippen 12 purchased it. 13 THE COURT: Okay. 14 MR. McCONVILLE: The other point I'll make about the 15 FirstEnergy case, the Owens case, which counsel for 16 Mr. Crippen relies on, that case had multiple corrective 17 disclosures, which entirely eliminates the utility of net 18 shares. We will concede that. It's just not the scenario 19 here. Here, is one corrective disclosure. 20 The final point I'll make, Your Honor, on this idea 21 of adequacy and way -- and the ways in which individual 22 investors need to demonstrate adequacy to trigger the prima 23 facie presumption. I think the reason why courts are really 24 sort of drilling down and really taking a rigid hard look at 25 these applications is because individual investors, people are Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1096 Filed 09/17/25 Page 44 of 51 MOTION HEARING - September 16, 2025 44 1 inherently unpredictable. And you don't want to get in a 2 situation where you have a case three years down the road 3 where, God forbid, someone gets sick or something happens. 4 I'll point to a very recent case in the Southern 5 District of New York. Christian versus Spectrum 6 Pharmaceuticals, 2025 West Law 2234041, where the court was 7 forced to re-open the entire lead plaintiff after three years 8 of litigation because the individual who was lead plaintiff 9 was contacting defendants personally, outside the presence of 10 counsel. 11 I'm not saying either Mr. Ferrante or Mr. Crippen 12 would do that. They seem like they have very good intentions 13 to lead this class action. All I'm doing as counsel for Local 14 710 and the punitive class, is ensuring that the class is in 15 the best hands possible to maximize recovery, and ensure that 16 there is a settlement or some sort of, you know, resolution at 17 trial for the benefit of the class. 18 And there's enough data, there's enough statistics 19 out there to really take a hard look and say, okay, which is 20 the best option to serve as the lead plaintiff of the class. 21 THE COURT: Okay. Thank you. Appreciate it. 22 MR. McCONVILLE: Thank you, Your Honor. 23 THE COURT: Counsel, before you -- 24 MR. APTON: Hello, Your Honor. 25 THE COURT: Yeah, before you start, I want to just Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1097 Filed 09/17/25 Page 45 of 51 MOTION HEARING - September 16, 2025 45 1 get from you, also what your position is in terms of -- as 2 relates to your client, what do you feel is the appropriate 3 period for the Court to focus on? What is the appropriate 4 class period? And to what extent do you think that any of the 5 material, misstatements, or omissions that have been alleged 6 in the complaint, do you feel that those support a longer 7 class period? Do you see a connection between the alleged 8 misstatements and misrepresentations on behalf of Ford, do you 9 see any of those being -- providing support for the use of the 10 Sklodowski period? 11 MR. APTON: No, based on what's currently in the 12 papers. 13 THE COURT: Okay. 14 MR. APTON: Again, the case could -- could turn a 15 different way. 16 THE COURT: Yep. 17 MR. APTON: Whomever Your Honor appoints as lead 18 plaintiff may expand or shorten the class period, but based on 19 what's currently before the Court, Guzman's class period. 20 THE COURT: Okay. 21 MR. APTON: Your Honor, counsel for both, especially 22 Teamsters, is very focused on the notion that my client made 23 an error. He uses the words "gross negligence." I disagree 24 fully with that. 25 Even if there was an error, though, it was promptly Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1098 Filed 09/17/25 Page 46 of 51 MOTION HEARING - September 16, 2025 46 1 corrected, and the case law says that that's okay. 2 THE COURT: Mm-hmm. 3 MR. APTON: The case that Mr. McConville cited, 4 Methode Electric, that involved a scenario in which the 5 certification contained errors and was not corrected. The 6 cases, respectfully, that this Court should look at for 7 guidance would be Chill v. Green Tree Financial Corp., 181 8 F.R.D. 398, at 411. That's from Minnesota, in 1998, which is 9 about 20 years ago, but the same rule still stands to this 10 day. 11 I'll refer the Court to Silver Wheaton from CD of 12 California, 2017. 2017 WL 2039171, at 10. Same holdings 13 still applies. This is not a novel concept. It is part of 14 the law on this particular issue. It has been this way for 15 the past 20 plus years. 16 Mr. McConville knows this. In the Estee Lauder case 17 in which he has in Southern District of New York, he just 18 filed an errata correcting a certification. That's 19 23-cv-10669, docket entry 55, September 2024. 20 The point is, is what Mr. Ferrante did was not 21 grounds to reject his motion. This issue of the expanding 22 class period came to light, he provided the transactions right 23 away, there was nothing nefarious about it, and there was 24 nothing that could create any sort of conflict based on the 25 information that he did openly disclose. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1099 Filed 09/17/25 Page 47 of 51 MOTION HEARING - September 16, 2025 47 1 Mr. Ferrante wants to be the lead plaintiff in this 2 case. He's been investing in securities for 21 years. He's a 3 business owner. He owns graphics and pin striping facilities 4 at auto dealers. He is not a stranger to litigation, for 5 better or worse. Being in business for that amount of time, 6 he has dealt with litigation. He also has a significant real 7 estate portfolio. So he has litigation and transactional 8 legal experience. 9 And finally, Your Honor, this is his money, almost a 10 million dollars that he lost from his personal portfolio. If 11 anyone in this room is most concerned about getting the money 12 back, it is him. It is not the representative from the 13 Teamsters Fund who is treating this as a nine-to-five job, 14 which is why he's here. 15 Mr. Ferrante has other issues to deal with, 16 especially in light of the significant loss that he incurred. 17 Thank you, Your Honor. 18 THE COURT: Okay. Let me ask representatives from 19 Ford, is there anything you would like to place on the record? 20 MR. SICILIANO: No. 21 Obviously, we strongly disagree with any class 22 period, and believe there weren't any false or misleading 23 statements, nor did the defendant act in that, but the time 24 for that is later. 25 THE COURT: Okay. Fair enough. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1100 Filed 09/17/25 Page 48 of 51 MOTION HEARING - September 16, 2025 48 1 All right. Let me ask counsel to put their heads 2 together and think about this. But I would like to know what 3 you all would consider to be the next step forward. I mean, 4 obviously, I'll be ruling. So we know that's going to take 5 place, but once I have rendered my decision as to who should 6 be appointed as lead plaintiff and counsel, would counsel 7 prefer to confer and then submit a proposed stipulated order? 8 Maybe this isn't the right time for you all to do that, or -- 9 you know, with deadlines for the lead plaintiff's filing of 10 the amended complaint. Because I would assume -- I'm 11 assuming, maybe that's an assumption I should not make, but -- 12 oh, you all have already talked about it. Look at you. 13 MR. APTON: Your Honor, we're all going to say the 14 same thing, Your Honor. 15 THE COURT: What are you all going to say? 16 MR. APTON: We're all going to say that we would ask 17 for 14 days to meet and confer with defense counsel and submit 18 a stipulation with the schedule. 19 THE COURT: After my order? 20 MR. APTON: Correct, Your Honor. 21 MR. ALBERT: I'm sorry, not to disagree with Mr. 22 Apton, but I would just like to point, Your Honor, I believe a 23 stipulation has already been entered. 24 MR. SICILIANO: That's correct, Your Honor. 25 THE COURT: Good. Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1101 Filed 09/17/25 Page 49 of 51 MOTION HEARING - September 16, 2025 49 1 MR. SICILIANO: It's actually Docket Number 6 that 2 was entered on September 7, 2024. 3 THE COURT: And what did you all stipulate to? 4 MR. SICILIANO: It's self-executing, such that when 5 you do appoint lead plaintiff and lead counsel, that lead 6 plaintiff will have 60 days to file an amended complaint, -- 7 THE COURT: Okay. 8 MR. SICILIANO: -- and then we would have 60 days to 9 file a motion in response. 10 THE COURT: Okay. Well, I missed that. I would have 11 to say that in preparing and reading, I missed that. That's 12 excellent. Very good. I appreciate your having thought that 13 through. 14 Okay. Any -- any final thoughts? The mic is open. 15 Open mic. 16 MR. ALBERT: Your Honor. 17 THE COURT: Just state your name again. 18 MR. ALBERT: Sorry, this is Michael Albert on behalf 19 of Mr. Crippen. 20 THE COURT: Yep. 21 MR. ALBERT: I wasn't happy with the response I gave 22 you after Mr. Crippen's bonafides, -- 23 THE COURT: Yeah. 24 MR. ALBERT: -- after looking at his declaration one 25 more time, and that's Docket Number 33-5, I can confirm that Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1102 Filed 09/17/25 Page 50 of 51 MOTION HEARING - September 16, 2025 50 1 he is familiar with selecting and overseeing counsel. He has 2 approximately 30 years of investment experience, and he served 3 as the Vice Chair of the Stafford County Electrical Board. I 4 just wanted to close with that. 5 THE COURT: Okay. Fair enough. 6 MR. ALBERT: Thank you, Your Honor. 7 THE COURT: All right. Anyone else? All set? 8 What was the docket number? You said ECF number 35 9 for Mr. Crippen's counsel? 10 MR. ALBERT: 33-5. 11 THE COURT: Okay. Thank you. 12 MR. ALBERT: Page ID 674. 13 THE COURT: Okay. That's the page ID. 14 LAW CLERK: I'm checking, and it's not listed as 15 that. 33-5 is Mr. Crippen's declaration. 16 MR. ALBERT: That's what I was referring to. 17 LAW CLERK: I'm talking about the proposed order. 18 MR. SICILIANO: Yeah, it's ECF Number 6, filed on 19 September 7, 2024. 20 THE COURT: Okay. Thank you. 21 I'm sorry. 22 MR. ALBERT: I apologize. 23 THE COURT: That was my fault, actually. I thought 24 we were asking that question as well, yeah. 25 Is it there, correct? Guzman v. Ford Motor Company, et al. - 24-12080 Case 2:24-cv-12080-LVP-KGA ECF No. 46, PageID.1103 Filed 09/17/25 Page 51 of 51 MOTION HEARING - September 16, 2025 51 1 You got a note back saying that it was accepted? 2 MR. SICILIANO: We did. 3 THE COURT: Okay. That's really all we need to know 4 then. 5 All right. Counsel, I appreciate your time here 6 today, it was informative. And, I will be ruling shortly, all 7 right? 8 MR. ALBERT: Thank you, Your Honor. 9 MR. APTON: Thank you, Your Honor. 10 THE COURT: All right. Thank you, have a great day. 11 LAW CLERK: Court's in recess. 12 (The proceeding was adjourned at 11:09 a.m.) 13 * * * 14 C E R T I F I C A T E 15 I certify that the foregoing is a correct transcription of 16 the record of proceedings in the above-entitled matter. 17 18 S/ Shacara V. Mapp 09/17/2025 19 Shacara V. Mapp, Date 20 CSR-9305, RMR, FCRR, CRR 21 Official Court Reporter 22 23 24 25 Guzman v. Ford Motor Company, et al. - 24-12080