Schwartz v. Lehman Bros. Holdings Inc. (In re Lehman Bros. Holdings Inc.)

548 B.R. 663
CourtDistrict Court, S.D. New York
DecidedMarch 30, 2016
DocketNo. 15-cv-1302 (RJS), No. 15-cv-1326 (RJS), No. 15-cv-1368 (RJS), No. 15-cv-1376 (RJS), No. 15-cv-1407 (RJS), No. 15-cv-1431 (RJS), No. 15-cv-1700 (RJS)
StatusPublished
Cited by5 cases

This text of 548 B.R. 663 (Schwartz v. Lehman Bros. Holdings Inc. (In re Lehman Bros. Holdings Inc.)) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Schwartz v. Lehman Bros. Holdings Inc. (In re Lehman Bros. Holdings Inc.), 548 B.R. 663 (S.D.N.Y. 2016).

Opinion

OPINION AND ORDER

RICHARD J. SULLIVAN, District Judge

Now before the Court are seven related appeals from a November 7, 2014 .Order of the United States Bankruptcy Court (the “November 7 Order”) sustaining the omnibus objections of the Debtor-Appellee, Lehman Brothers Holdings Inc. (“’Lehman” or the “Firm”), to the claims filed by certain of its former employees (“Appellants”) and reclassifying those claims as “equity interests” for distribution purposes. For the reasons set forth below, the Court affirms the Bankruptcy Court’s thorough and well-reasoned decision.

I. Background

Appellants are former senior employees of Lehman whose seven-figure compensation packages consisted of both cash and equity pursuant to the terms of Lehman’s longstanding equity award program (the “Compensation Plan”).1 (See November 3 Order at 154, 159; see also Stipulation of [666]*666Facts Regarding Restricted Stock Units (“Stipulation” or “Stip”) at JA 4-150.) The equity component of this Compensation Plan included “restricted stock units” in Lehman for U.S. employees and “contingent stock awards” in Lehman for non-U.S. employees (collectively, “RSUs”). {See November 3 Order at JA 154; see also Stip. at JA 6-7.)2 A Lehman employee holding RSUs had a contingent right to own common stock in Lehman that would automatically vest five years after the issuance of the RSUs, so long as certain employment-related conditions were otherwise met. {See November 3 Order.at JA 159 (“RSUs [were understood to be] ... ‘shares of Lehman ... common stock that the [F]irm holds on [an employee’s] behalf for five years, which [the employee] will be entitled to receive at that time, provided [he or she] meet[s] certain terms and conditions.’ ” (quoting Stip., Ex. 3 (2003 Senior Vice-President Equity Award Program))).)3

A primary purpose of the Compensation Plan was to “providet ] employees of Lehman ... with a direct ownership interest in the Firm,” thereby giving these employees “an incentive to think and act like an owner every day, and allowing] [them] to share in the Firm’s financial success over time.” (Decl. of Andrew Wideman, dated Mar. 4, 2014, Ex. A (“July 2004 Compensation Plan Brochure”) at JA 820; see also November 15, 2007 Prospectus Regarding Lehman Brothers Holdings Inc. 2005 Stock Incentive. Plan 95,000,000 Shares of Common Stock (“November 2007 Prospectus”) at JA 2556 (“The purpose of the Plan is to strengthen [Lehman] by providing an incentive to [Plan] Participants to encourage them to devote their abilities to increase stockholder value and to sustain excellence.”).) Like common stock, the RSUs did not have a fixed value. Rather, during the five-year holding period, the value of an RSU varied with the market value of common stock in Lehman, with [667]*667the ultimate value of an RSU “depending] on [Lehman’s] stock price” at the time of delivery of a share of Lehman common stock to an RSU holder following the close of the five-year holding period. (November 3 Order at JA 161 (citing Apr. 1, 2014 Hrg. Tr. at 250-51); see also November 2007 Prospectus at JA 2556 (“The Plan is a long-term incentive plan which provides for the granting of stock options ..., stock appreciation rights ..., and other awards of Common Stock and awards that are valued in whole or in part by reference to, or otherwise based on the fair market value of Common Stock, including ... RSUs ... (collectively, the ‘Awards’).”).) Moreover, when Lehman declared dividends on its common stock, employees holding RSUs received “dividend equivalents” in the form of additional RSUs, which, like their underlying RSUs, would also automatically convert into shares of common stock at the close of the five-year holding period. (July 2004 Compensation Plan Brochure at JA 825.) In addition, RSU holders had certain limited voting rights. (See, e.g., id.)

After Lehman filed for bankruptcy on September 15, 2008, Appellants and other former Lehman employees (collectively, the “RSU claimants”) submitted claims to the Bankruptcy Court for cash in an amount equivalent to the value of the unconverted RSUs they each held as of the date of the bankruptcy filing. From December 7, 2010 to August 24, 2012, Lehman filed omnibus objections to the RSU claims, arguing that these claims should be reclassified as equity and subordinated to the claims of general unsecured creditors. (See November 3 Order at JA 154 n.3.) For a majority of the RSU claims—that is, for 3,500 or 93% of them—Lehman’s objections were unopposed, and therefore, in 2011 and 2012, the Bankruptcy Court issued a series of orders reclassifying these claims as equity. (See Fourth Amended Discovery Order at JA 3182.) Appellants, however, filed responses to Lehman’s objections, prompting Lehman to file omnibus replies to Appellants’ claims on March 28, 2011 and December 15, 2011. (See November 3 Order at JA 155.)

On December 21, 2011, the Bankruptcy Court held a conference on Lehman’s objections to Appellants’ claims and asked Appellants to explain why their claims were distinguishable from those at issue in In re Enron Corp., 341 B.R. 141 (Bankr.S.D.N.Y.2006) (“Enron”), in which the bankruptcy court found that similar claims filed by former Enron employees were subject to mandatory subordination under Section 510(b) of the Bankruptcy Code. (See Dec. 21 2011 Hrg. Tr. at 58-59.) In response, Appellants argued that their claims were distinguishable because, unlike the claimants in Enron, Appellants “had no choice but to accept the Lehman pay structure,” and therefore, “they never willingly exchanged their labors for [that] structure.” (E.g., id. at 69-70; id. at 70 (arguing that Appellants “clearly fall outside of ... Enron” because they were “never ... willing purchasers” of RSUs, but rather were effectively forced to accept the terms of Lehman’s Compensation Plan).) In addition, Appellants also argued that Enron was distinguishable on the grounds that it “deal[t] with stock options,” not RSUs (id. at 116), and that Appellants’ claims implicated New York’s wage and labor laws, which were issues. Appellants asserted, that the court in Enron “was not asked to consider” (id. at 159-60).

Following the hearing, the Bankruptcy Court directed the parties to submit supplemental briefing and to engage in additional limited discovery regarding the RSU claims. (See November 3 Order at JA 156-57; see also Fourth Amended Discovery Order' at JA 3181-97 (establishing the pro[668]*668tocol for this additional discovery).) After the close of this discovery, which spanned more than a year, the parties entered into the Stipulation referenced above. (JA 4-150.) Subsequently, from April 1 to 3,2014, the Bankruptcy Court held a three-day evidentiary hearing regarding Lehman’s Compensation Plan and the nature of the RSUs. (See November 3 Order at JA 157; Apr. 1-3, 2014 Hrg. Tr. at JA 1046-814.) This hearing involved testimony from certain Appellants, oral argument from the parties, and the submission of fifty-one exhibits, including the “operative contract” and other documents governing Lehman’s Compensation Plan. (Lehman Br. at 12-13; see also November 3 Order at JA 157.) Following the hearing, the parties submitted additional briefing on the issue. (See November 3 Order at JA 157.)

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548 B.R. 663, Counsel Stack Legal Research, https://law.counselstack.com/opinion/schwartz-v-lehman-bros-holdings-inc-in-re-lehman-bros-holdings-inc-nysd-2016.