Deangelis v. Corzine

151 F. Supp. 3d 356, 93 Fed. R. Serv. 3d 118, 2015 WL 7731372, 2015 U.S. Dist. LEXIS 161107
District Court, S.D. New York·Decided November 25, 2015·No. 11 Civ. 7866; 12 MD 2338·Published·Cited by 2 cases

Opinion

[357]*357 DECISION AND ORDER

VICTOR MARRERO, United States District Judge.

I. BACKGROUND

On July 7, 2015, Lead Plaintiffs the Virginia Retirement System and Her Majesty the Queen in Right of Alberta (“Lead Plaintiffs”), on behalf of a class of former shareholders of MF Global Holdings Limited (“MF Global”), filed a Motion for Preliminary Approval of Proposed Settlement with Defendants David P. Bolger, Eileen S. Fusco, David Gelber, Martin J.G. Glynn; Edward L. Goldberg, David I. Schamis, Robert S. Sloan (collectively, the “Independent Directors”), JonS.-Corzine, Henri J. Steenkamp, and J. Randy MacDonald (collectively, the “Officer Defendants” and, together with the Independent Directors, the “Individual Defendants”). (Dkt. No. 969.)

■The proposed settlement (“Proposed Settlement”) relates to the consolidated class action (the “Securities Action”) brought by Lead' Plaintiffs on béhálf bf investors who sustained losses on their investments during and after MF Global’s October 31, 2011 collapse (the “Securities Class”). In their Motion for Preliminary Approval, the Léad Plaintiffs stated that they had' reached an agreement as to settlement terms with thé Individual Defendants. The Proposed Settlement incorporated the parties’ Stipulation and Agreement of Settlement (Dkt. No. 969, Ex. 1) (“Settlement Stipulation”) which would resolve all claims in the Securities Action against the Individual Defendants in - exchange for $64.5 million in cash. By Order dated July' 7, 2015, the Court preliminarily approved the Proposed Settlement as fair, reasonable, and adequate, and in' the best interests of the Lead Plaintiffs and the Proposed Settlement Class. (Dkt. No. 975 at 4.)

The Court’s preliminary approval of the Proposed Settlement with the Individual Defendants followed its preliminary approval of Lead Plaintiffs’ proposed settlement with Defendant Pricewaterhouse-Coopers LLP (“PwC”) on April 20, 2015, which would resolve all Securities Action claims against PwC for $65 million in cash. (Dkt.Nos.899, 902.) The Court preliminarily approvéd both settlement agreements subject ‘to further consideration at a final settlement hearing, which the Court scheduled for November 20, 2015. (Dkt.Nos.902, 975.)

By motion dated October 9, 2015, Lead Plaintiffs requested final approval of the Proposed Settlement with the Individual Defendants and the. Proposed Settlement with PwC. (Dkt. No. ,998.) Counsel for Lead Plaintiffs simultaneously moved -for an award of attorneys’ fees and reimbursement of litigation expenses. (Dkt. No. 1000.) :

On October 22, 2015, MF Global Holdings. Ltd. as Plan Administrator under the Chapter 11- Joint Plan of Liquidation and Trustee of the MF Global Litigation Trust Nader Tavakoli (collectively, “Plan Administrator”) filed an objection to the Proposed Settlement with the Individual Defendants.1 (“Plan Administrator’s Ob[358]*358jection”) (Dkt. No. 1006.) The Plan Administrator’s Objection raised opposition to the Proposed Settlement’s funding and release mechanisms, which the Plan Administrator argued would cause the “immediate and irremediable” loss of a top layer of $25 million of Directors and Officers (“D & 0”) insurance proceeds reserved solely for independent directors, while funding the settlement using lower layers of insurance proceeds that could otherwise be available for recoveries by creditors of' the bankruptcy estate. (Dkt. No. 1006 at n.2.)2 '

By letter dated November 9, 2015, the Plan Administrator clarified that it sought relief from the Court in the form of a contingent approval of the Proposed Settlement delaying the effective date of the Proposed Settlement, at which time the releases of claims detailed in the Settlement Stipulation would become final and the insurance proceeds funding the settlement would leave escrow. The Plan Administrator argued that such a delay would allow estate creditors to access excess D & O proceeds lower down in the insurance policy ‘tower’ before the Proposed Settlement became final, leaving the top $25 million of independent director-only excess coverage available to fund the settlement with the Independent - Directors. (Dkt. No. 1009 at 3.) -

Lead Plaintiffs replied to the objection. (Dkt. No. 1010.) Lead Plaintiffs argued that: 1) the Plan Administrator lacks standing because it is not a party to the Proposed Settlement; 2) as to the parties to the Proposed Settlement, the terms;are fair, reasonable, and adequate; 3) the Proposed Settlement has already been fully funded by way of binding contracts, which the Court cannot rewrite; 4) the Plan Administrator has to date failed to achieve the global settlement it contends would be possible given a slightly delayed Effective Date; and 5) due to the structure of the insurance tower, the final $25 million layer of D & O insurance will not be reached “unless the securities settlement itself is voided at great harm to the’ class.” (Dkt. No. 1010 at 2-5.) '

In response,- the -Plan Administrator filed a further Supplemental-Objection to the Individual Defendant Settlement on November 18, 2015 (“Supplemental Objection”). It argued that its contract rights and other interests- would be adversely impacted by the settlement, giving it standing-to object. (Dkt. No. 1015.) The Plan Administrator also reiterated that it seeks a “pause; not a reset” of the Proposed Settlement and argues that the loss of $25 million in insurance proceeds would constitute a “just reason for delay” under Rule 54(b) of the Federal Rules of Civil Procedure (“Rule 54(b)”). The Independent Director Defendants responded by letter dated November 19, 2015 to address matters raised in the Plan Administrator’s Supplemental Objection, including the Plan Administrator’s standing to object to final approval of the Proposed Settlement. (Dkt, No. 4022.) Subsequently the Plan Administrator replied by letter to. the Court on November 19, 2015, renewing its request for conditional approval of the [359]*359Próposed Settlement to “give parties a short window” in which to ■ negotiate a global settlement that wo,uld preserve $25 million for the benefit of creditors of the MF Global estates (Dkt. No. 1024 at 3.)

On November 20, 2015 the Court'held a fairness hearing as to the Proposed Settlement. At the hearing, the Lead Plaintiffs and Individual Defendants argued for final approval of the settlement as fair,''adequate, and reasonable to the settling parties under Rule 23(e)(2)of the 'Federal Rules of Civil Procedure. The Plan Administrator objected to final approval of the Proposed Settlement and continued to argue for conditional approval of the settlement. The Court reserved ruling on the final approval until November 25, 2015 and ordered the Plan Administrator and the parties to the settlement to inform the Court of any progress toward a global settlement agreement prior to that date. (Dkt. Minute Entry for Nov. 20, 2015.) As of November 25, the Court has not been informed of any such progress toward resolution.

II. LEGAL STANDARD

“A court may approve a class action settlement' if it is ’fair, adequate, and reasonable, and not a product of collusion.’” Wal-Mart Stores, Inc. v. Visa U.S.A., Inc.,

Deangelis v. Corzine, 151 F. Supp. 3d 356, 93 Fed. R. Serv. 3d 118, 2015 WL 7731372, 2015 U.S. Dist. LEXIS 161107 (S.D.N.Y. 2015).

151 F. Supp. 3d 356 (Deangelis v. Corzine) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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