In Re Cornerstone Propane Partners, LP

ORDER

Plaintiffs, a consolidated class, brought this action against defendants Cornerstone Propane Partners L.P. (“Cornerstone”) and several of its top executives and directors (“individual defendants”), alleging that defendants violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The action against Cornerstone has been stayed pending bankruptcy proceedings. The class consists of purchasers of Cornerstone common units during the period July 29, 1998 through and including February 11, 2003 (the “class period”). Now before the court is the individual defendants’ motion to dismiss for failure to state a claim. Having considered the arguments of the parties and for the reasons set forth below, the court enters the following memorandum and order.

BACKGROUND

Cornerstone, a publically-traded limited partnership organized under the laws of Delaware, is the country’s sixth largest national wholesale and retail marketer of propane, serving over 440,000 customers in more than 30 states. On February 11, 2003, Cornerstone admitted in its Form 8-K securities filing that it would have to restate its financial results for fiscal years 2000 and 2001 due to reporting errors…