Taylor ex rel. Flagstar Bankcorp, Inc. v. Campanelli

29 F. Supp. 3d 972, 2014 WL 2931816, 2014 U.S. Dist. LEXIS 88507
CourtDistrict Court, E.D. Michigan
DecidedJune 30, 2014
DocketCase No. 14-10313
StatusPublished
Cited by8 cases

This text of 29 F. Supp. 3d 972 (Taylor ex rel. Flagstar Bankcorp, Inc. v. Campanelli) 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
Taylor ex rel. Flagstar Bankcorp, Inc. v. Campanelli, 29 F. Supp. 3d 972, 2014 WL 2931816, 2014 U.S. Dist. LEXIS 88507 (E.D. Mich. 2014).

Opinion

OPINION AND ORDER GRANTING DEFENDANTS’ MOTION TO STAY CASE PURSUANT TO COLORADO RTVER DOCTRINE

SEAN F. COX, District Judge.

This is a shareholder derivative case. Plaintiff Kenneth Taylor (“Plaintiff’ or “Taylor”), derivatively on behalf of Flags-tar Bancorp, Inc. (“Flagstar”), alleges that certain individuals on Flagstar’s Board of Directors breached their fiduciary duties to Flagstar, and that Flagstar suffered financial harms as a result.

[974]*974This matter is before the Court on Defendants’ Motion to Dismiss, Or, In the Alternative To Stay (Doc. # 11), and Motion to Intervene by State Court Lead Plaintiff Joel Rosenfeld (Doc. # 14). The motions have been fully briefed by the parties. The Court finds that the issues have been adequately presented in the parties’ briefs and that oral argument would not significantly aid in the decisional process. See Local Rule 7.1(f)(1), U.S.D.C., E.D. MI. The Court therefore orders that the motion will be decided upon the briefs. For the reasons set forth below, the Court shall GRANT Defendants’ Motion to Stay and DENY Joel Rosenfeld’s Motion to Intervene as MOOT.

BACKGROUND

A.The Federal Court Case

Plaintiff in this case is Kenneth Taylor, a Flagstar shareholder. Taylor is a resident of Wyoming. Flagstar is a Michigan-based company.

Taylor brought this shareholder derivative action against Flagstar’s Board of Directors after Flagstar entered into a settlement with the U.S. Department of Justice (“DOJ”). The DOJ alleged that Flagstar fraudulently approved residential home mortgage loans for government insurance. (Compl., at 2). The settlement required Flagstar to pay up to $133 million, as well as revise its internal controls and procedures. (Compl. at 2-3)'.

In his Complaint, Plaintiff alleges the following counts against all Defendants:

(1) Breach of Fiduciary Duty for Disseminating False and Misleading Information
(2) Breach of Fiduciary Duties for Failing to Maintain Internal Controls
(3) Breach of Fiduciary Duties for Failing to Properly Oversee and Manage the Company
(4) Unjust Enrichment
(5) Abuse of Control
(6) Gross Mismánagement

(Compl. at 23-26). Taylor requests the following relief:

A. Against all Defendants in favor of the Company in the amount of damages sustained by the Company as a result of Defendants’ breaches of fiduciary duties;
B. Directing Flagstar to take all necessary actions to reform and improve its corporate governance and internal procedures to comply with applicable laws and to protect the company and its shareholders from a repeat of the damaging events described herein ...
C. Awarding Flagstar restitution from Defendants, and each of them, and ordering disgorgement of all profits, benefits and other compensation obtained by the Defendants;
D. Awarding to Plaintiff the costs and disbursements of the action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses; and
E. Granting such other and further relief as the Court deems just and proper.

(Compl. at 27).

B. The State Court Case

Before Plaintiff brought the present suit, he filed suit in the Oakland County Circuit Court based on the same factual allegations against identical defendants.

Shortly after Taylor had filed his state action, another Flagstar shareholder, Joel Rosenfeld (“Rosenfeld”), filed a derivative action in state court against Flagstar’s Board of Directors. Rosenfeld’s derivative action was based on the same factual allegations and requested the same relief as Taylor’s action.

[975]*975Rosenfeld moved to consolidate his case with Taylor’s, to be named lead plaintiff, and to have his counsel named as lead counsel. (Defs.’ Mo. to Dismiss, Doc. # 11, at 5). Taylor objected to both the consolidation and the nomination of Rosen-feld as lead plaintiff.

Judge James M. Alexander in the Oakland County Circuit Court granted Rosen-feld’s motion over Taylor’s objections. (See Op. and Order Re: Mot. for Consolidation, attached to Defs.’ Mo. at Ex. A). Rosenfeld then filed a consolidated amended complaint, naming him and Taylor as plaintiffs.

After Rosenfeld filed his consolidated amended complaint, Taylor filed a “withdrawal” with the state court.1 (Notice of Withdrawal, attached to Defs.’ Mo. at Ex. E). Taylor then proceeded to file the present suit in federal court.

C.The State Court Consolidated Amended Complaint

The state court consolidated amended complaint contains six counts against the same Defendants that are named in this federal action:

(1) Breach of Fiduciary Duties for Failing to Maintain Internal Controls
(2) Breach of Fiduciary Duties for Failing to Properly Oversee and Manage the Company
(3) Breach of Fiduciary Duties for Disseminating False and Misleading Information
(4) Gross Mismanagement
(5) Unjust Enrichment
(6) Breach of Fiduciary Duties in Connection With Their Abuse of Control

(See State Ct. Consol. Amd. Compl., attached to Defs.’ Mo. at Ex. F). The state court consolidated amended complaint is based on the same core factual allegations as this action, and requests nearly identical relief as Taylor requests here:

A. Awarding against all Defendants and in favor of Flagstar the amount of damages sustained by it as a result of Defendants’ breaches of statutory and common law fiduciary duties and gross mismanagement;
B. Directing the Special Committee to complete its report by a date certain and furnish to Lead Plaintiffs counsel a copy of the report, together with copies of the documents reviewed and notes of interviews taken by the Special Committee or its counsel;
C. Directing Flagstar to take all necessary actions to reform and improve its corporate governance and internal control practices and procedures to comply with applicable laws and best practices and to protect the Company and its shareholders from a repeat of the damaging events described herein ...
D. Awarding Flagstar restitution from Defendants, and each of them, and ordering disgorgement of all profits, benefits and other compensation obtained by the Defendants;
E. Awarding to Plaintiff the costs and disbursements of the action, including reasonable attorneys’ fees, accountants’ and experts’ fees, costs, and expenses; and
F. Granting such other and further relief as the .Court deems just and proper.

(Defs.’ Mo. at Ex. F, pp. 44-45).

D.Defendants’ Motion to Stay or Dismiss

Defendants now move to dismiss or stay this federal court case under the Colorado [976]

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
29 F. Supp. 3d 972, 2014 WL 2931816, 2014 U.S. Dist. LEXIS 88507, Counsel Stack Legal Research, https://law.counselstack.com/opinion/taylor-ex-rel-flagstar-bankcorp-inc-v-campanelli-mied-2014.