United States District Court, S.D. Ohio, Eastern Division
ALAN WILLIS, Individually and on Behalf of All Others Similarly Situated, Plaintiffs,
BIG LOTS, INC., et al., Defendants.
OPINION AND ORDER
KIMBERLY A. JOLSON UNITED STATES MAGISTRATE JUDGE.
matter is before the Court on Defendants' Motion for a
Protective Order Precluding the Deposition of David J.
Campisi. (Doc. 94). For the reasons that follow,
Defendants' Motion is DENIED.
a securities class action in which Plaintiffs allege that
Defendants unlawfully inflated the value of Big Lots stock
during the period from March 2, 2012 to August 23, 2012 by
concealing the company's true financial condition.
Plaintiffs seek to depose David J. Campisi (see Doc.
96-3 (deposition notice)), Big Lots' current President
and Chief Executive Officer (“CEO”) who joined
the company on May 3, 2013, and became a Director on May 30,
2013. Plaintiffs have agreed to limit the deposition to three
hours at a location and time of Mr. Campisi's choosing,
and seek three general categories of information.
first category of information Plaintiffs seek from Mr.
Campisi concerns the firing or departure of individual
Defendants and other key Big Lots executives. More
specifically, Plaintiffs seek information on:
• Mr. Campisi's firing of Big Lots' General
Counsel Defendant Charles W. Haubiel II who is alleged to
have sold personally and illegally $2.5 million worth of Big
Lots stock and presided over sale of $33 million worth of
stock by other insiders while charged with administering Big
Lots' insider trading policies;
• Mr. Campisi's firing of Chief Financial Officer
Defendant Joe Cooper, who is alleged to have sold illegally
$3.1 million worth of Big Lots stock;
• Mr. Campisi's firing of Senior Marketing Executive
Rob Claxton who is alleged to have sold illegally $2.4
million worth of Big Lots stock;
• Mr. Campisi's knowledge of the retirement of
former Merchandising Department head John Martin, who is
alleged to have sold illegally over $4 million worth of Big
Lots stock; and
• Mr. Campisi's succession of former CEO Defendant
Steven S. Fishman at a time when Big Lots had been notified
about various investigations into insider trading.
(Doc. 104 at 6-10).
second category of information concerns Mr. Campisi's
knowledge of Big Lots' operations during or immediately
following the class period. Plaintiffs allege that the Board
of Directors hired Mr. Campisi to replace Mr. Fishman and
“turnaround the Company's poor performance during
the Class Period and the second half of 2012.”
(Id. at 10). To that end, Plaintiffs seek
information on Mr. Campisi's knowledge of class-period
strategies (including merchandising strategies), sales
trends, and personnel, and changes he made based on that
knowledge. (Id. at 10-12). Plaintiffs also wish to
inquire about Mr. Campisi's decision to undertake a 2013
assessment concerning Big Lots' culture during the class
period and his “takeaways” and the
“resulting changes” at Big Lots. (Id.).
third category of information concerns what Plaintiffs refer
to as the Special Committee and Defendants refer to as the
Demand Committee formed in March 2013, which Plaintiffs
contend “investigated many of the same facts underlying
this litigation….” (Id. at 12).
Plaintiffs explain that Mr. Campisi “occupied the
unique role” of being “the only Big Lots director
who neither was on the Special Committee nor a defendant in
the underlying derivative litigation” in September
2013, when Big Lots' Board of Directors adopted the
Committee's recommendation that no further action be
taken. (Id.). Plaintiffs also seek Mr. Campisi's
perspective on the Special Litigation Committee formed in
August 2016. (Id. at 12-13).
15, 2017, Defendants filed a Motion for a Protective Order
precluding Mr. Campisi's deposition. (Doc. 94). That
Motion is now ripe for ...