In re Hatteras Fin., Inc., S'holder Litig.

286 F. Supp. 3d 727
CourtDistrict Court, M.D. North Carolina
DecidedDecember 19, 2017
DocketLead Case No. 1:16cv445
StatusPublished
Cited by1 cases

This text of 286 F. Supp. 3d 727 (In re Hatteras Fin., Inc., S'holder Litig.) is published on Counsel Stack Legal Research, covering District Court, M.D. North Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Hatteras Fin., Inc., S'holder Litig., 286 F. Supp. 3d 727 (M.D.N.C. 2017).

Opinion

THOMAS D. SCHROEDER, District Judge.

*729These consolidated cases (the "Consolidated Actions") came before the court for a hearing (the "Settlement Hearing") on November 8, 2017, pursuant to this court's Order of Preliminary Approval of Settlement, Form and Manner of Notice, and Scheduling of Settlement Hearing dated July 3, 2017 (the "Preliminary Approval Order") (Doc. 40), and upon a Stipulation and Agreement of Settlement dated May 4, 2017 (the "Stipulation") (Doc. 46-1), which is incorporated herein by reference.1 The parties were represented by their attorneys of record, following due notice of the Settlement Hearing given in accordance with the Preliminary Approval Order.

The court has heard and considered evidence in support of the motion for final approval of the proposed settlement (the "Settlement") (Doc. 44) set forth in the Stipulation. All persons requesting to be heard in accordance with the Preliminary Approval Order were given the opportunity to do so. No shareholder filed an objection with Hatteras Financial, Inc. ("Hatteras"), according to the procedures set forth in this court's Preliminary Approval Order. However, one shareholder mailed a letter directly to the court, describing the additional disclosures obtained by Plaintiffs as "trivial information" and objecting to the requested $700,000 in attorneys' fees as a "totally extravagant amount." The court shared the letter with all counsel. At the November 8 hearing, co-lead Plaintiffs' counsel ("Lead Counsel") advised the court it could consider the letter, and no other counsel objected.

After full consideration of all matters of record, and upon finding that notice to the Class was adequate and sufficient, and considering the entire matter of the proposed Settlement:

IT IS ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:

I.

Settlement and Class Certification

The Consolidated Actions challenged the information about a proposed merger between Hatteras and Annaly Capital Management, Inc. ("Annaly"), as described in Hatteras's Schedule 14D-9 Recommendation Statement filed with the Securities Exchange Commission, as required by federal law. Plaintiff James Wilson filed the first of these Consolidated Actions on May 11, 2016, and on May 20, 2016, moved to enjoin the proposed transaction for alleged failure to provide material disclosures. On May 26, 2016, Plaintiff William Friedman filed an action in this court as well, and the actions were subsequently joined as the Consolidated Actions. Two other actions against Hatteras were filed in Maryland: Bushansky v. Hatteras Financial Corp., case no. 1:16CV1621-RDB, pending in the U.S. District Court in Maryland; and Twiss v. Hatteras Financial Corp., case no. 24-C-16-2862, pending in the Circuit Court for Baltimore City. They are not part of these Consolidated Actions.

The parties engaged in immediate negotiations and limited discovery, culminating in a negotiated revised 14D-9 schedule that was filed on July 1, 2016, some 11 days before the tender offer closed on July 11, 2016. The transaction closed the next day, July 12. No shareholder of Hatteras, or anyone else for that matter, opposed the transaction.

*730On July 3, 2017, the court preliminarily certified the Class defined as anyone who held Hatteras common stock at any time from April 10, 2016, to July 12, 2016, and approved the Notice of Pendency and Proposed Settlement of Class Action Shareholder Litigation, Settlement Hearing, and Right to Appear (the "Notice"), which has been provided pursuant to and in the manner directed by the Preliminary Approval Order. Proof of dissemination of the Notice was filed with the court; and full opportunity to be heard has been offered to all members of the Class. The form and manner of the Notice is hereby determined to have been the best notice practicable under the circumstances to all persons entitled to such notice of the Settlement Hearing and the proposed Settlement, and to have met the requirements of Rule 23(c)(2)(A) of the Federal Rules of Civil Procedure and of due process. It is further determined that all members of the Class are bound by this Order and Final Judgment.

For purposes of settlement only, the court hereby certifies the Class as a non-opt-out class pursuant to Rules 23(a), 23(b)(1) and 23(b)(2) of the Federal Rules of Civil Procedure. The Class consists of any and all Persons who were record holders or beneficial owners of any share(s) of the common stock of Hatteras at any time during the period beginning on and including April 10, 2016, and ending on and including July 12, 2016, including any and all of their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under any of them, excluding the Defendants and the members of the immediate families of the Directors. The court finds, for purposes of settlement only, that each of the requirements of Rules 23(a), 23(b)(1) and 23(b)(2) of the Federal Rules of Civil Procedure have been satisfied, in that (i) the Class is so numerous that joinder of all members is impracticable, (ii) there are questions of law and fact common to the Class, (iii) the claims or defenses of the representative parties are typical of the claims or defenses of the Class, (iv) the Plaintiffs and their counsel are adequate representatives of the Class, (v) the prosecution of separate actions by members of the Class would create a risk of inconsistent or varying adjudications with respect to the individual members of the Class that would establish incompatible standards of conduct for Defendants and/or adjudications with respect to individual members of the Class that would as a practical matter be dispositive of the interests of members of the Class or substantially impair or impede their ability to protect their interests, and (vi) and Defendants have acted on grounds that apply generally to the Class.

On November 18, 2016, subject to further consideration at the Settlement Hearing, the court appointed the Plaintiffs in the Consolidated Actions as co-lead plaintiffs ("Lead Plaintiffs") and their counsel as Lead Counsel. The court finds that, based on the record in the Consolidated Actions, Lead Plaintiffs and Lead Counsel have fairly and adequately protected and represented the interests of the Class.

This court has jurisdiction over the subject matter of the Consolidated Actions, including all matters necessary to effectuate the Settlement and this Order and Final Judgment, and over all parties to the Consolidated Actions.

The court hereby adopts and approves the Settlement-as to the relief obtained-as being in all respects fair, reasonable, adequate, just, in the best interest of the parties and the Settlement class, and in compliance with all applicable requirements *731

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Bluebook (online)
286 F. Supp. 3d 727, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-hatteras-fin-inc-sholder-litig-ncmd-2017.