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Full Opinion
MEMORANDUM AND ORDER
I. Introduction
Before the Court is the motion of the plaintiff pursuant to F.R.Civ.P. 23(c)(1) for an order determining that the Complaint involved in this litigation and commenced on behalf of similarly situated persons should proceed as a class action. The class that the plaintiff proposes to represent would be defined as consisting of all persons or entities who purchased the common stock of the defendant National Semiconductor Corporation [hereinafter “NSC”] during the period between approximately July 1, 1976 to March 1, 1977 and who sustained damages thereby, whether by selling such securities at reduced prices, continuing to hold them at reduced market values, or otherwise.
The essence of the plaintiff’s Complaint alleges that the defendants Charles E. Sporck [hereinafter “Sporck”] and Peter J. Sprague [hereinafter “Sprague”], President and Chairman of the Board of NSC, respectively, engaged in a conspiratorial course of conduct to artificially inflate the value of NSC stock in order to permit Sporck and Sprague to dispose of their privately owned
The Complaint instituting this litigation was filed on December 13, 1977, several months after the plaintiff had sold his shares of NSC common stock. Apparently, the plaintiff had considered various forms of legal recourse at an earlier date but was without sufficient legal or factual knowledge to pursue them independently. He, therefore, retained Richard D. Greenfield, Esquire, for the express purpose of unearthing the facts that occasioned his financial loss and ascertaining whether a legal remedy was available. Ultimately, a Complaint was prepared and ratified by the plaintiff which commenced this litigation.
II. Factual Summary.
NSC is engaged in a high-technology industry that requires the continuing expenditure of considerable amounts of funds for research, design development and product improvement. Prior to 1977, NSC enjoyed a reputation as one of the most thriving growth companies in the Nation and had quintupled its sales from the proceeding four years. Its commercial and consumer product lines included computer memory components and systems for various models, microprocessors, certain circuits and modules for calculators, digital watch and clock manufacturers, optoelectric products, transducers and supermarket point-of-sale equipment. These products were manufactured in several world-wide locations, among them Bangkok, Thailand; Hong Kong; Malaysia; Scotland; and Santa Clara, California.
According to the plaintiff’s allegations and a number of exhibits presented by both parties in their memoranda, NSC was unexpectedly besieged with several intra-company problems in mid-1976 to early-1977 that, perhaps, may be labelled as “growth pains.” The Court is not immediately concerned with the exact nature of these production and financial difficulties
On May 26, 1976, a news release emanated from NSC providing information that the Bangkok, Thailand plant which manufactured watch modules and various types of integrated circuits was undergoing labor problems and had been temporarily closed. The release further stated that the products manufactured in Bangkok were also manufactured at other plants that were increasing production activity. Although these plants could attempt to compensate for the effect of the shutdown, NSC predicted a diminishment in sales for the fourth fiscal quarter of 1976, ending May 31, 1976.
As predicted, the Bangkok shutdown did effect fourth quarter sales and thus directly the fiscal-year profits of NSC. In a New York Magazine article dated July 12, 1976, the defendant Sprague told an interviewer
“Whether National slips 20 percent or gains 20 percent, it’s still traveling on a very fast bus.”
He attributed the earnings shortfall to mounting expenses, namely the addition of some 4,000 employees in the last four months. Since National Semiconductor is planning to add another 7,000 workers over the next ten to twelve months, it struck me that more earnings disappointments could be on the way. Not so, Sprague insists: “we’re paying the bill now for a higher level of sales and earnings that has yet to be achieved. But these expenses won’t be relevant six months out, since the semiconductor business (75 percent of company sales) is going into a boom mode. Semiconductors are now in a shortage situation and it’s getting worse. And with prices stabilizing, our profit margins are bound to improve.”
According to Sprague, earnings of about $2.75 a share are a “reasonable expectation” for fiscal 1977. Further, he expects fiscal-1977 volume to top $500 million, versus an estimated $320 million in fiscal 1976. The strength of the semiconductor business is such, Sprague said, that it should offset any problems that may arise from competition in such consumer electronics as digital watches and pocket calculators (about 20 percent of sales). (Emphasis added).
Dorfman, New York Magazine, July 12, 1976, at 12, col. 3. The interview comprising the substance of this article was held on July 9, 1976.
NSC issued another News Release and its Annual Report in late July, 1976, in both of which it announced manufacturing problems with its semiconductor digital watch components. The predicted effect of this was that there would be a reduction in output which would effect sales and earnings throughout the first quarter of fiscal-year 1977. An improvement was expected during the second quarter but Sporck was quoted as saying: “[T]he first quarter dollar loss in chip, module and finished watch production for this product line will be difficult to make up during the Company’s fiscal year which ends May 31,1977.” (Emphasis added). A literal reading of this statement would appear to lend itself to a limited interpretation that only profits attributable to this particular product line would be effected rather than total company profits from the combined yields of all product lines. This interpretation would appear to be consistent with the closing paragraph of the defendants Sporck’s and Sprague’s letter to the stockholders contained in the Annual Report:
In summary, fiscal 1976 was a year of resolution and growth for National despite the industry’s downturn during the first half. We enlarged our manufacturing capacity; we increased our production processing capabilities; we expanded our product line and customer base; we entered new markets; we increased our sales and earnings. All of these form a solid foundation for our entry into fiscal 1977 and it should be an exciting year.
On July 30,1976, the problems detailed in the aforementioned News Release and Annual Report were announced by the Company at a widely attended analyst meeting. Again it predicted a depressed level for the first quarter but that there would be a significant rebound in the second quarter. Stock market analysts generally remained optimistic and predicted that NSC would perform well over its fiscal year, preferring to rely upon NSC’s corporate history and outstanding reputation as a growth company rather than the several recent negative occurrences. Kidder, Peabody & Co., in an August 30, 1976 research memorandum, stated that regardless of these setbacks
we now anticipate earnings per share of $2.00, compared with the earlier projections of $2.60 and $1.44 reported for 1976. Revenues are expected to rise to $452 million, from $325 million in 1976. In June, prior to the emergence of the watch problem, management announced that*363 revenues of around $500 million were possible in 1977.
A similar type of memorandum was circulated on September 16,1976, by Bache, Halsey, Stuart [hereinafter “Bache”].
The Annual Shareholders’ Meeting, held on September 24, 1976, followed this manifested optimism expressed by the financial world. At this meeting, the defendant Sporck informed those in attendance that first-quarter earnings would be less than expected but that improvements would cause better results in the second quarter. Sporck also stated that other product lines were proving as profitable as planned and that he expected a “booking growth” in the Fall, 1976. Approximately one week later Sporck confirmed these statements in another News Release and added further:
“We still expect that net earnings for National’s entire fiscal year will be above the $1.44 per share level reported for fiscal 1976 because of the correction of the watch situation and the fact that all other facets of the Company — semiconductor and supermarket point-of-sale— are performing well.”
On October 1, 1976, the plaintiff contacted a stock broker named Craig Muff [hereinafter “Muff”], who was connected with the Bache firm. Muff advised the plaintiff to purchase NSC stock and, accordingly, the plaintiff directed him to purchase 500 shares at the market price of $35.75. The plaintiff has alleged that he relied solely upon Muff’s advice in matters governing his acquisition. Moreover, the plaintiff contends that he possessed no particular knowledge of NSC and its financial and operational state not possessed by the ordinary layman investor. .
A period of approximately three months elapsed before another statement issued from the defendants. On January 6, 1976, a News Release was circulated containing dollar amounts and percentages suggesting that earnings for the second quarter of fiscal-year 1977 were 40% below the earnings reported for the same time period in 1976. Although Sporck declared that the profits for the first half of the fiscal year were “disappointing,” he added that the second quarter earnings reflected a 39% increase in the rate of profit per week over the Company’s fiscal quarter ending on September 19, 1976. The NSC Financial Statement for the Second Quarter of 1977 followed this release and was made public on January 10, 1977. This statement, although remaining generally optimistic, was consistent in content with the release and summarized its fiscal year 1977 position as follows:
National’s financial performance during the first half of the current fiscal year has been disappointing to the entire management team. Vigorous profit improvement steps are being taken. We expect that our second half performance will show continuing improvement; however, exceeding last year’s total earnings will be a challenge unless there is a significant upturn in the overall economy.
Longer term, we have great confidence in the growth and return on investment opportunities which lie ahead for the Semiconductor industry and for National. We are continuing to focus on introducing innovative new products; devices are spreading into markets where they have never been used before. (Emphasis added).
On January 28, 1977, another News Release was issued from NSC in which Sporck predicted that earnings for the third quarter ending March 6, 1977 would be significantly below that of the previous quarter. Sporck expected a substantial near-term decline in profits but projected a long-term growth for NSC.
The plaintiff, apparently aware of this barrage of information concerning NSC’s misfortunes and, of course, cognizant of the continuing reduction in the stock market
The final event proffered by the plaintiff as contributing to the substance of the charges alleged is contained in a February 28, 1977 article published in Business Week. In this article it was explicitly stated that NSC had been besieged with a variety of production and management problems over a period including approximately the entire 1976 calendar year. Moreover, it was noted that the 1977 fiscal-year profits would be far from approaching the $2.75 per share predicted by Sporck in early July, 1976. The impact of the article overall may be best exemplified by the following excerpt:
Now National is on the verge of losing that image. With one piece of bad news after another in the last 12 months, National has badly tarnished its reputation for both manufacturing efficiency and management acumen. Far from doubling its earnings this fiscal year, the company will be hard pressed even to equal last year’s performance. National’s profits were off nearly 40% in the six months ended Dec. 12, and its stock was recently battered as low as $19. One competitor, once an outspoken admirer of National’s strategy, now is having second thoughts. “They may be spreading themselves too thin,” warns W. Jerry Sanders III, president of Advanced Micro Devices Inc. (Emphasis added).
Dog Days at National Semiconductor, Business Week Magazine, February 28, 1977, at 70, col. 1. In addition to these fiscal difficulties, the article continued by outlining the several causes for the Company’s production problems and by noting that there had been three general managers in recent times, including, for one brief period, Sporck himself. The article continued on the upswing and considered these various problems solved by recent management decisions.
III. Class Action Certification.
A. F.R.Civ.P. 23(a) Requirements. F.R.Civ.P. 23(a) provides several principles for class determinations. The factual summary provided will be applied to these principles to permit the Court to render such a determination and, ultimately, a certification.
The applicability and utility of the class action device to cases involving the securities laws has been cogently recognized on a number of occasions. The nature of the securities laws is complex and litigation therein concerned expensive. Without the class action device, many actionable wrongs would go uncorrected and persons affected thereby unrecompensed. In essence, the class action device is a bona fide method for redressing violations of the securities laws and for compelling compliance with their mandates. Kahan v. Rosenteil, 424 F.2d 161 (3d Cir. 1970). Accordingly, “the interests of justice require that in a doubtful case, . . . any error, if there is to be one, should be committed in favor of allowing the class action.” Esplin v. Hirschi, 402 F.2d 94, 101 (10th Cir. 1968).
When an action has been filed on behalf of a class, the Court must apply the requirements specified in F.R.Civ.P. 23(a) to determine its appropriateness. All the requirements enumerated must be satisfied by the proponent of certification before a class action determination may be made. See, e. g., Katz v. Carte Blanche Corp., 496 F.2d 747 (3d Cir. 1975); Chevalier v. Baird Savings Ass’n, 72 F.R.D. 140 (E.D.Pa.1976). F.R.Civ.P. 23(a) provides:
(a) Prerequisites to a Class Action. One or more members of a class may sue or be sued as representative parties on behalf of all only if (1) the class is so numerous that joinder of all members is impracticable, (2) there are questions of law or fact common to the class, (3) the claims or defenses of the representative*365 parties are typical of the claims or defenses of the class, and (4) the representative parties will fairly and adequately protect the interests of the class.
The Court, when properly exercising its discretion, may consider the pleadings and facts procured through the discovery process to “identify the character or type (but not the merits) of plaintiff’s claim and then to determine whether there was a class to which such claim of the plaintiff was common and of which it was typical, sufficiently numerous to justify class certification.” Doctor v. Seaboard Coast Line Railroad Co., 540 F.2d 699, 708-09 (4th Cir. 1976). In order to determine whether certification is appropriate, the foregoing requirements will be applied to the facts presented in the instant case.
1. Numerosity. F.R.Civ.P. 23(a)(1) prescribes that in order to certify a class it must be “so numerous that joinder of all members is impracticable.” What is considered “impractical” is of course a subjective determination although the indicia of the number of parties involved, the expediency of joinder and the inconvenience of trying individual suits provide guidance. See 7 Wright & Miller, Federal Practice and Procedure, Civil § 1762, p. 602.
Plaintiff proposes a class that would consist of all persons or private entities who purchased stock of the defendant NSC during the period between July 1,1976 and March 1, 1977, and who sustained damages therein. During this period, trading of NSC stock was purportedly very active and the plaintiff has averred and later contended that the class consists of “at least several thousand persons.” Complaint, ¶ 8. Because of these facts and allegations and the nature of the transaction involved, the Court has no difficulty holding that the potential number of class members is arithmetically numerous. See In re Sugar Industry Antitrust Litigation, 73 F.R.D. 322 (E.D.Pa.1976); Buckles v. Weinberger, 387 F.Supp. 328 (E.D.Pa.1974).
2. Adequate Representation. The fourth enumerated requirement of F.R. Civ.P. 23(a) provides that the “representative parties will fairly and adequately protect the interests of the class.”
(1) they have no interests which are antagonistic to other members of the class, and (2) their attorney is capable of prosecuting the instant claim with some degree of expertise.
Wetzel v. Liberty Mutual Insurance Co., 508 F.2d 239, 247 (3d Cir. 1975); Dorfman v. First Boston Corp., 62 F.R.D. 466 (E.D.Pa. 1973).
In my view, facts regarding the personal qualities of the representatives themselves are relevant, indeed necessary, in determining whether “the representative parties will fairly and adequately protect the interests of the class.” ... A proper representative can offer more to the prosecution of a class action than mere fulfillment of the procedural requirements of Rule 23. He can, for example, offer his personal knowledge of the factual circumstances, and aid in rendering decisions on practical and nonlegal problems which arise during the course of litigation. An attorney who prosecutes a class action with unfettered discretion becomes, in fact, a representative of the class. This is an unacceptable situation because of the possible conflicts of interest involved. .
See also Levine v. Berg, 79 F.R.D. 95 (S.D. N.Y.1978).
The Wetzel rule, as it presently obtains, implicitly recognizes that a class representative need not be the best of all possible representatives but rather one that will pursue a resolution of the controversy with the requisite vigor and in the interest of the class. What is “requisite” is determined by considering the nature of the litigation and the factual and legal basis underlying it; necessarily a case-by-case analysis. See Apanewicz v. General Motors Corp., 27 F.R. Serv.2d 541 (E.D.Pa.1978). To require a person unschooled in the realm of our complex and abstract securities laws to have first-hand knowledge of facts cloaked in an alleged conspiratorial silence and which present themselves as a wrongdoing that may be actionable would render the class action device an impotent tool. In order to responsibly allege and later adequately prove the accusations contained in the plaintiff’s Complaint, the plaintiff’s counsel must have engaged in and will engage in extensive investigation and discovery conducted with a working knowledge of the securities laws. See In re Magic Marker Securities Litigation, 77 F.R.D 685 (E.D.Pa. 1977); Chevalier v. Baird Savings Ass’n, supra.
The Court is cognizant of the fact that by it not requiring the class representation to have the degree of first-hand knowledge of the factual basis of this litigation suggested by the defendants, that counsel may proceed without various restraints. The Court In re Goldchip Funding Co., supra, expressed a similar concern in its ruling to the effect that such unbridled discretion of counsel may render him a class representative rather than its counsel, thereby creating a conflict of interest. The Court is unmoved by this assertion. Aside from the normal degree of flexibility enjoyed by counsel when presenting a client’s case, the Court may intervene, if appropriate, pursuant to its inherent power to protect the class members. Moreover, much influence and control is exercised by the Court by the fact that it controls the fee award to the plaintiff’s counsel should the plaintiff prevail. In essence, the Court recognizes the existence of its inherent powers to control the actions of the plaintiff’s counsel in the event that a conflict of interest appears. Otherwise, counsel for both parties may exercise the discretion they deserve and enjoy when presenting their respective clients’ positions.
Ruling in accordance with the numerous cases that expressly reject the In re Goldchip Funding Co., supra, precedent and declining to adopt the defendant’s proposed third requirement to the Wetzel rule, see, e. g., Sharp v. Reybold Homes, Inc., 24 F.R.Serv.2d 1111 (E.D.Pa.1977), the Court
3. Common Questions of Law or Fact. F.R.Civ.P. 23(a)(2) requires as a condition for class certification that “questions of law or fact common to the class” exist. This requirement has generally been permissively applied to a large variety of factual circumstances including allegations of conspiracy and securities fraud. 7 Wright & Miller, Federal Practice and Procedure, Civil § 1763. The permissive application may undoubtedly be attributed to the premise earlier related — that is, in doubtful cases, the Court should favor the certification of the class. Kahan v. Rosenstiel, supra; Espiin v. Hirschi, supra.
In the present case, the plaintiff bases liability on the defendants’ alleged violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated by the Securities and Exchange Commission.
The earlier recitation of facts and, indeed, the brunt of the plaintiff’s claims allege the existence of a conspiracy to maintain an inflated value of NSC common shares of stock. The proffered version advances the theory that, in essence, the defendants Sporck and Sprague made active misrepresentations in the early stages of the requested period that enhanced the desirability and thus the value of the common shares. During the middle and remaining portions of the requested period, the same defendants failed to disclose the true and realistic impact of a variety of negative business features that befell NSC. In essence, therefore, the plaintiff has alleged that the defendants’ conduct constituted a common nucleus of operative facts or a single, unitary scheme, the total effect of which constituted a violation of the federal securities laws.
At the onset, the defendants challenge what they refer to as the plaintiff’s “conclusionary allegations” of the existence of a conspiratorial course of conduct. They contend, first, that the plaintiff’s “bare allegations” should not be accepted and, second, that even if they are accepted, the existence of a number of different representations over an extensive period of time precludes the possibility that issues may be common among the proposed class members. For the reasons that will follow, the Court rejects both of these assertions.
Again, the Court notes that it is improper for it to delve into the merits of the plaintiff’s claim when making a class action determination. Eisen v. Carlisle & Jacquelin, supra. A potential class representative is not required to carry a civil burden of proof in the preliminary stages such as a class determination. It is recognized, however, that “more than a mere allegation may be required.” Philadelphia Electric Co. v. Anaconda American Brass Co., supra, at 458. Accordingly, the Court finds that the present factual posture of the case may “warrant a finding that plaintiff’s claim . . . may have merit and is a genuine issue in this litigation.” Philadelphia Electric Co. v. Anaconda American Brass Co., supra, at 458.
The defendants’ second contention is equally without merit and, moreover, has been expressly rejected by Blackie v. Barrack, 524 F.2d 891 (9th Cir. 1975), and its progeny. In Blackie, the Court of Appeals for the Ninth Circuit was confronted with a similar situation wherein a number of misrepresentations occurred over a 27-month period and, in this regard, stated:
The overwhelming weight of authority holds that repeated misrepresentations of the sort alleged here satisfy the “common question” requirement. Confronted with a class of purchasers allegedly defrauded over a period of time by similar misrepresentations, courts have taken the common sense approach that the class is united by a common interest in determining whether a defendant’s course of conduct is in its broad outlines actionable, which is not defeated by slight differences in class members’ positions, and that the issue may profitably be tried in one suit. (Emphasis added). (Citations omitted).
Blackie v. Barrack, supra, at 902. Implicit in this holding is the recognition that it should not be permissible for a defendant to escape the possible effect of a class action merely because the wrong alleged was elaborately conducted over a long period of time and by a variety of different activities. This concept was recognized in a case of equal import and reasoning, Simon v. Westinghouse Electric Co., supra, at 483-84, when it was stated:
*369 These issues [concerning the entire chain of events] therefore are common questions of fact for each purchaser within the class period. (Citation omitted). Of course, the existence and scope of the alleged conspiracy among the defendants in itself is a question common to the entire class.
See also Brady v. Lac, Inc., 72 F.R.D. 22 (S.D.N.Y.1977); Entin v. Barg, 60 F.R.D. 108 (E.D.Pa.1974); In re U. S. Financial Securities Litigation, 64 F.R.D. 443 (S.D. Cal.1974); Fischer v. Kletz, 41 F.R.D. 377 (S.D.N.Y.1966).
Finally, another case closely approximating the facts of the present controversy and rejecting a claim by the defendants that because the misrepresentations occurred at different times the duties to purchasers varied accordingly and thus there was no commonality is Cohen v. Uniroyal, Inc., 77 F.R.D. 685, 690-91 (E.D.Pa.1977). The Court there stated concisely that:
Obviously, the underlying facts fluctuate over the class period and vary as to individual claimants. This does not defeat a class action for Rule 23(a)(2) requires a showing of common questions of law or fact; it does not require identity of both facts and law. (Emphasis added).11
The single, unitary scheme that the plaintiff alleges began on July 9,1976, when the defendant Sporck was interviewed and declared that NSC was entering a “boom mode” and expected fiscal-year 1977 profits to approach $2.75 per share. The plaintiff alleges that this statement actively misrepresented the true state of NSC’s financial and production status because it was, at the time, experiencing labor and technical problems at its key Bangkok, Thailand plant. Throughout the remaining portions of the class period, various misrepresentations were further issued containing optimistic predictions despite current problems which the plaintiff alleges were not completely disclosed. Also, during this time, months elapsed without information emanating from NSC. Finally, on January 28, 1977, a news release was issued that would, in the Court’s view, constitute a sufficient inquiry notice or a retraction of NSC’s earlier projections.
As thus related, the Court designates the period beginning on July 9, 1977 and ending on January 28, 1977 as determinative of class membership.
The Court notes that the class period which will be certified does not coincide completely with the dates for which the plaintiff was recorded as an owner of NSC common shares of stock. The plaintiff did not purchase his 500 shares until October 1, 1976, approximately three months after the initial, alleged misrepresentation which operates as the polestar for the commencement of the class period. The class period, however, is not defined by the arbitrary dates of purchase but rather by the facts existing in the case. A number of decisions in this and other judicial districts have recognized the concept that a class may be determined beyond the dates of purchase of its representative.
4. Typical Claims or Defense. The final consideration in the Court’s initial examination of the proposed class concerns whether “the claims or defenses of the representative parties are typical of the claims or defenses of the class.” F.R.Civ.P. 23(a)(3). It is in this area that the defendants most strongly assert the inappropriateness of a class certification. Essentially, the defendants contend that the plaintiff’s claim is not typical to the general claim of the class because the plaintiff may be subject to individual defenses. Most significantly, the defendants contend that the plaintiff relied on the oral representations of Muff and not upon the alleged misrepresentations of the defendants. Moreover, the materiality of these alleged misrepresentations is questioned.
For purposes of discussion,
[t]he typicality requirement of 23(a)(3) has often been equated with the requirement of 23(a)(4) that the representative party must adequately represent the class. Both requirements are intended to insure that plaintiff will present the claims of class members. By requiring typicality, the Rule insures that each class member’s claim will be represented.*371 The adequate representation requirement goes toward insuring that the plaintiff’s interests are not adverse to the other class members and that the representative’s interests are coextensive with those of other members. 3B Moore’s Federal Practice ¶ 23.06-2, at 23-325 (1975). See also Sommers v. Abraham Lincoln Federal Savings & L. Ass’n, 66 F.R.D. 581, 587 (E.D.Pa.1975). (Emphasis added).
Cohen v. Uniroyal, Inc., supra, at 691.
The Court earlier discussed the plaintiff’s allegation that the course of conduct of the defendants constituted a single, unitary scheme or common nucleus of operative facts. It is this contention that must be proven by the plaintiff and which comprises the central meeting ground of all potential class members’ interests. Therefore, although issues exist that digress uncommonly or atypically from this central theme, the Court believes and so holds that the crux of the claims are typical with one another to ensure that the plaintiff will not neglect interests of some of the potential class members. This opinion is consistent with the requirements of F.R.Civ.P. 23, the pronouncement recognizing the credibility of a “course of conduct” allegation from Blackie v. Barrack, supra, and several case law decisions in this district.
In Simon v. Westinghouse Electric Corp., supra, the court was confronted with allegations similar to those presented here. The plaintiffs argued that the defendants were engaged in a course of conduct involving both misrepresentation and non-disclosures that prompted inflated values of the defendants’ stock. When discussing the typicality requirement, the court declared:
Although each purchaser is not identically situated, all share a common interest in showing that the price of Westinghouse stock was unlawfully inflated. At least to this extent, the named plaintiffs’ claims are typical of claims of other class members. Moreover, conflicts between buyers and sellers, or between sellers and those who continued to hold relate only to damages, and thus are peripheral to the central issues in this case. Such conflicts potentially are presented in every securities fraud case involving a prolonged class period, but have been rejected consistently by the courts as grounds for denying class certification. See Blackie v. Barrack,