Lipton v. McLean (World Acceptance Corporation) | VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT

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Lipton v. McLean (World Acceptance Corporation) | VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT

Lipton v. McLean (World Acceptance Corporation) | VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT

H/T Alina Virani

UNITED STATES DISTRICT COURT
DISTRICT OF SOUTH CAROLINA

IRWIN J. LIPTON, Derivatively on Behalf of
WORLD ACCEPTANCE CORPORATION,
Plaintiff,

v.

A. ALEXANDER MCLEAN, III, JOHN L.
CALMES, JR., KELLY M. MALSON, MARK C.
ROLAND, JAMES R. GILREATH, CHARLES D.
WAY, KEN R. BRAMLETT, JR., SCOTT J.
VASSALLUZZO, and DARRELL E. WHITAKER,
Defendants,

-and-

WORLD ACCEPTANCE CORPORATION, a
South Carolina corporation,
Nominal Defendant.

JURY TRIAL DEMANDED

VERIFIED SHAREHOLDER DERIVATIVE COMPLAINT

I. NATURE AND SUMMARY OF THE ACTION

1. World Acceptance is a small-loan consumer finance business that specializes in
sub- “subprime” lending. The Company offers short- and medium-term installment loans
(i.e., ranging from four to 42 months), marketing those loans and related credit insurance and
ancillary products and services in more than 1,200 branch offices in 14 states as well as
Mexico. World Acceptance targets its products to customers with credit scores as low as 400
— well below the floor for “subprime” credit scores. In other words, the Company preys on
consumers who have no other place to turn for financial help. While World Acceptance
provides these consumers with financing, it comes at a steep price. The Company’s loans
typically carry exorbitant interest rates which are set near or at the maximum allowable limit
under applicable law.

2. During the Relevant Period, World Acceptance routinely boosted its effective
interest rates through two devious, but extremely profitable practices. First, the Company’s
customers were bilked into purchasing worthless credit insurance products that only benefitted
the Company, but were paid for by the borrowers.

3. Second, the Company’s borrowers were locked into an endless cycle of debt by
being constantly manipulated into refinancing their loans, even before they had paid back a
significant portion of their outstanding balance. Such renewals comprised as much as 75% of
the Company’s loan portfolio during the Relevant Period. Through this practice, the
Individual Defendants were able to create the perception of significant loan growth, which as
the Individual Defendants stated, was their “number-one priority.” However, as the Individual
Defendants later revealed, they were improperly accounting for many of those renewals in
violation of Generally Accepted Accounting Principles (“GAAP”). Indeed, while World
Acceptance was accounting for small-dollar loan renewals as new loans, such renewals should
actually have been accounted for as “modifications.” Through this accounting machination,
the Individual Defendants improperly inflated their loan growth and loan volume to the
market, which closely followed these key metrics in assessing World Acceptance stock.

4. The truth about the Individual Defendants’ illicit lending practices and
improper accounting began to emerge on July 25, 2013. On that date, the Individual
Defendants caused the Company to hold a conference call with analysts to discuss the
Company’s first quarter 2014 financial results and recently filed amended fiscal 2013 Form
10-K, in which they admitted that there had been a “material weakness” in World
Acceptance’s accounting treatment of small-dollar loan renewals. The Individual Defendants
explained that such small-dollar renewals, which comprise between 15% and 25% of the
Company’s entire loan renewal portfolio, were improperly being recorded as “renewals”
instead of “modifications,” in violation of GAAP, and that remedial actions would be required.

5. However, the Individual Defendants downplayed numerous analyst inquiries,
falsely reassuring investors that the “material weakness” would not “have a significant impact
on the overall operations of the company” moving forward. As a result of its July 25, 2013
revelations, World Acceptance’s share price dipped 4.3%, causing millions in investor losses
and in market capitalization loss to World Acceptance. This stock drop would have been even
greater, however, but for the Individual Defendants’ misleading assurances.

6. The Individual Defendants could only hide the truth regarding their illicit
practices for so long. Indeed, on March 13, 2014, additional information emerged when the
Individual Defendants caused the Company to reveal to the market that World Acceptance was
the subject of a federal investigation by the Consumer Financial Protection Bureau (“CFPB” or
the “Bureau”) regarding potential “unlawful acts or practices in connection with the marketing,
offering, or extension of credit in violation of” federal consumer financial laws such as the
Consumer Financial Protection Act and the Truth in Lending Act. As a result of this revelation
regarding the U.S. government’s investigation into the Company’s marketing and lending
practices, World Acceptance’s stock price sank almost 20%, from a close of $97.32 on March
12, 2014 to a close of $78.25 on March 13, 2014, erasing millions more in market
capitalization. However, as was the case previously, the Individual Defendants continued to
downplay this additional negative news to the market thereby buoying World Acceptance’s
stock price with false assurances as to the propriety of its marketing and lending practices.

7. Then, on April 29, 2014, the truth regarding World Acceptance’s illicit lending
practices and accounting manipulation was finally and fully revealed as the Individual
Defendants caused the Company to announce first quarter 2015 earnings. Indeed, on that day the
Individual Defendants revealed that they had changed their corporate policy to no longer
“encourage” small-dollar renewals. As a result of this correction, World Acceptance posted its
lowest quarterly loan growth in at least nine years. Through this disclosure, the Individual
Defendants implicitly acknowledged that through their prior practices, they had manipulated
consumers who had barely repaid their loan balances into renewals to artificially boost World
Acceptance’s loan growth and volume.

8. Moreover, the Individual Defendants’ announcement revealed that, contrary to
their initial assurances, the previously disclosed “material weakness” had, in fact, materially
impacted the Company’s operations in that, during the Relevant Period, reported loan volume
and loan growth figures had been artificially inflated as a result of World Acceptance’s faulty
accounting methods for small-dollar renewals.

9. The market’s reaction to this revelation was swift and severe as investors sent the
Company’s stock price spiraling downward approximately another 10%, falling from a close of
$80.50 on April 28, 2014 to a close of $72.60 on April 30, 2014, resulting in millions of dollars
in additional market capitalization loss to the Company. All told, World Acceptance saw its
market capitalization shrink by more than $250 million during the Relevant Period between
January 30, 2013 and April 29, 2014. The Company’s stock price has continued its downward
trajectory, closing at just $59.77 per share on July 14, 2015.

10. Of course, not everyone was harmed by the Individual Defendants’ actions.
Specifically, during the Relevant Period, in just a 12 month period of time between February 1,
2013 and February 5, 2014, certain of the Individual Defendants sold 326,953 World Acceptance
shares at inflated prices reaping almost $29 million in proceeds. These sales were made at the
same time the Individual Defendants were causing the Company to repurchase millions of shares
of its own stock at inflated prices. Specifically, between February 2013 and February 2014 —
the same time period many of the Individual Defendants were unloading shares and reaping
millions in proceeds, the Individual Defendants caused the Company to purchase more than
2,000,000 shares of its own stock for a total of $188,518,361 at inflated prices ranging from a
weighted average of $77.53 per share to as high as $102.89 per share.

11. World Acceptance’s Board of Directors (the “Board”) has not commenced, and
will not commence, litigation against the Individual Defendants named in this Complaint, let
alone vigorously prosecute such claims, because, among other things, a majority of the members
of the Board are directly interested in the personal financial benefits challenged herein that were
not shared with World Acceptance shareholders, and/or face a substantial likelihood of liability
to World Acceptance for breaching their fiduciary duties of loyalty and good faith by authorizing
or failing to correct the false and misleading statements alleged herein, and/or lack
independence. Accordingly, a pre-suit demand upon World Acceptance’s Board was and is a
useless and futile act. Thus, Plaintiff rightfully brings this action to vindicate World
Acceptance’s rights against its wayward fiduciaries and hold them responsible for the damages
they have caused to World Acceptance.

[…]

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