Steiner v. Fruehauf Corp.

121 F.R.D. 304, 1988 U.S. Dist. LEXIS 7234, 1988 WL 74268
CourtDistrict Court, E.D. Michigan
DecidedJuly 20, 1988
DocketCiv. Nos. 86-72915, 86-72805
StatusPublished
Cited by5 cases

This text of 121 F.R.D. 304 (Steiner v. Fruehauf Corp.) is published on Counsel Stack Legal Research, covering District Court, E.D. Michigan primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Steiner v. Fruehauf Corp., 121 F.R.D. 304, 1988 U.S. Dist. LEXIS 7234, 1988 WL 74268 (E.D. Mich. 1988).

Opinion

MEMORANDUM OPINION AND ORDER

ANNA DIGGS TAYLOR, District Judge.

These actions, which have been consolidated, were instituted by Fruehauf shareholders who sought a fair and open auction process when it appeared that the company would be sold, inevitably, in the Spring of 1986. The Settlement Agreement, which was entered into by the parties on March 8, 1988 and is presently before this Court for final approval, provides for no additional consideration to be paid to the plaintiff class other than the benefit which has already been conferred upon it by a revised joint tender offer and amended agreement, dated August 22, 1986, among Defendants Fruehauf Corporation, LMC Holdings, Incorporated, and LMC Acquisition Corporation. ' The August 22nd Agreement provided for a joint tender offer by LMC Acquisition and Fruehauf for up to 14,575,00 Fruehauf shares at $49.50 cash per share and a subsequent merger in which each share of Fruehauf stock, not owned by Defendant LMC Holdings or its subsidiary, would be converted into the right to receive, at the election of LMC Holdings, either $49.50 in cash or á unit of Holdings securities comprising one share of Holdings Class B common stock and 1.746 shares of Holdings $3.68 Series A Cumulative Exchangeable Redeemable Preferred Stock. The parties now seek only the dismissal with prejudice and without costs of the consolidated action and payment of Plaintiffs’ counsel fees. Raymond Priddy, plaintiff in the subsequently filed case of Raymond Priddy v. Asher Edelman, et al., 679 F.Supp. 1425 (E.D.Mich.1988), and six other shareholders are the sole objectors to this Settlement, although all members of the class were appropriately notified of the June 21, 1988 Settlement Hearing. Only Mr. Priddy appeared through counsel and argued objections.

The facts leading up to this litigation were fully set forth by this Court in its opinions in Plaza Securities Company v. Fruehauf Corporation, 643 F.Supp. 1535 (E.D.Mich.) mod., 798 F.2d 882 (6th Cir.1986) and Priddy v. Edelman, et al., supra, and will not be repeated here. PROPOSED SETTLEMENT

Case law favors the voluntary settlement of class actions. Armstrong v. Bd. of School Directors, 616 F.2d 305, 313 (7th Cir.1980). This Court’s role in passing upon the propriety of a class action settlement is limited to a determination of whether the terms proposed are fair and reasonable to those affected. Williams v. Vukovich, 720 F.2d 909 (6th Cir.1983); Dalley v. Michigan Blue Cross/Blue Shield, 612 F.Supp. 1444 (E.D.Mich.1985). The principal factors to be considered in evaluating the proposed settlement are:

(1) The complexity, expense and likely duration of the litigation;
(2) The state of the proceedings and the amount of discovery completed;
(3) The risks of litigation;
(4) The resources of the defendant;
[306]*306(5) The reasonableness of the settlement in light of the best possible recovery;
(6) Whether the settlement is fair and reasonable to the unnamed class members; and
(7) All objections to the settlement.

Dailey, supra at 1467. See also Crawley v. Schick, 48 Mich.App. 728, 737, 211 N.W. 2d 217 (1974); 7B Wright & Miller, Federal Practice and Procedure, § 1797.1 at 395; 3B Moore’s Federal Practice, 1123.80[4] at 23-490. The Court should not substitute its judgment for that of the parties. Nonetheless, “the court must act as the guardian of the rights of absentee class members in approving the settlement.” Moore’s, supra at 23-487. Accord Grunin v. Int’l House of Pancakes, 513 F.2d 114, 123 (5th Cir.), cert denied, 423 U.S. 864, 96 S.Ct. 124, 46 L.Ed.2d 93 (1975). The burden is on the proponents to persuade the Court that the settlement is fair and reasonable. Moore’s, supra at 23-488.

Applying the foregoing standards to the case at bar, the Court concludes that the parties have satisfied their burden of proof regarding the fairness and reasonableness of the proposed settlement.

Vast and rapid discovery was conducted in this case, both prior and subsequent to entry of the preliminary injunction in the Plaza Securities case, enabling Plaintiffs and their counsel to clearly evaluate the merits of their case. According to the affidavit of Robert Kornreich, an attorney for Plaintiffs, discovery has revealed the following: (1) that the Fruehauf directors conducted an open bidding contest for Fruehauf in accordance with their fiduciary duties and in compliance with this Court’s preliminary injunction order, as modified by the Sixth Circuit Court of Appeals on August 8, 1986; (2) that the August 22, 1986 tender offer was fair to Fruehauf shareholders and superior to any available alternatives; and (3) that the Fruehauf directors exercised reasonable business judgment under the circumstances and satisfied their fiduciary responsibility to Fruehauf shareholders in approving the August 22nd Agreement. Plaintiffs have fully obtained the remedy which they sought through this litigation, and continuation of the litigation will not further benefit the plaintiff class. The proposed settlement also appears to be the result of arm’s-length negotiations between the parties and fairly resolves all claims which were, or could have been, asserted relating to the June 24, 1986 tender offer of Fruehauf management.

This Court must carefully consider any opposition to the proposed settlement. The fact that there may be opposition does not, however, necessitate disapproval of the settlement. The Court must independently evaluate whether the objections being raised establish valid reasons why the proposal might be unfair. 7B Wright & Miller, Federal Practice and Procedure, § 1797.1 at 412.

On March 28, 1988, this Court entered an Order Providing for Maintenance of a Class Action and for Notice of Proposed Settlement and Dismissal. By May 5, 1988, a copy of the Settlement Notice was mailed to all entities and persons who owned Fruehauf Corporation common stock, of record and beneficially, at any time from March 10, 1986 to December 23, 1986, and their successors in interest, immediate and remote, direct and indirect. (Affidavit of Bocaccio Boyer.) The Notice required that “[a]ny member of the Settlement Class who wishes to object to the Settlement may do so provided that at least ten days prior to the [June 21, 1988] Hearing he files with the Court a written statement of his objections to the Settlement and the grounds for those objections, with a certificate that objections and all supporting papers have been served upon [counsel for Plaintiffs and/or Defendants].”

The Court notes that of the thousands of notices mailed to Fruehauf shareholders, there have been only 15 requests for exclusion from the plaintiff class, and only 6 shareholder objections to the proposed settlement, including the objection of Raymond Priddy. No shareholders appeared at the hearing, and Mr. Priddy’s objections, presented by his counsel, were the only ones argued.

Raymond Priddy has requested disapproval of the settlement on the ground that [307]

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121 F.R.D. 304, 1988 U.S. Dist. LEXIS 7234, 1988 WL 74268, Counsel Stack Legal Research, https://law.counselstack.com/opinion/steiner-v-fruehauf-corp-mied-1988.