Wininger v. SI Management L.P.

301 F.3d 1115, 2002 WL 1969336
CourtCourt of Appeals for the Ninth Circuit
DecidedAugust 27, 2002
DocketNos. 00-15143, 00-15298, 00-16892, 01-1536
StatusPublished
Cited by5 cases

This text of 301 F.3d 1115 (Wininger v. SI Management L.P.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Ninth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Wininger v. SI Management L.P., 301 F.3d 1115, 2002 WL 1969336 (9th Cir. 2002).

Opinion

OPINION

LAY, Circuit Judge:

These appeals arise from a class action relating to Synthetic Industries, L.P. (the Partnership), a limited partnership formed to own the capital stock of Synthetic Industries, Inc. (the Company).1 The dispute relates primarily to attorneys’ fees awarded by the district court to the Plaintiff class and to the class members objecting to those fees. The appeal was initiated by the objectors.

In 1993, the Company’s directors and officers acquired the Partnership’s general partner and at all times relevant to this case, the general partner of the partnership and the management of the Company were the same. In August 1996, the general partner sent the limited partners notice of a plan to liquidate the Partnership’s common stock in the Company through an initial public offering (the 1996 Plan). Plaintiffs’ counsel, on behalf of certain limited partners, sent a letter objecting to the proposed sale and undertook efforts to [1118]*1118comply with the partnership agreement’s procedures for calling a meeting to vote on the 1996 Plan. After complying with those procedures and obtaining signed meeting request forms from nearly a third of the approximately 1900 limited partners, Plaintiffs’ counsel sent a letter to the general partner asking it to call a meeting of all partners for the purpose of voting on the 1996 Plan. On September 10, 1996, the general partner wrote a letter withdrawing the 1996 Plan and indicating it had decided to generate capital through the issuance of Company stock, which did not require Partnership action. There was never any litigation over the 1996 Plan.

In March 1997, the general partner sent a letter to the limited partners announcing and outlining a plan to dissolve the Partnership (thé 1997 Plan). In response, Plaintiffs brought suit in the United States District Court for the Northern District of California alleging violations of federal securities laws and regulations governing proxy solicitations. In August 1997, the district court denied Plaintiffs’ motion for a preliminary injunction due to a weak showing of harm and the possibility that an injunction might distort the decision-making process concerning the 1997 Plan. By contrast, in October 1997, the Delaware Chancery Court granted a similar motion for a preliminary injunction brought by Plaintiffs in related litigation. That injunction did not prevent the limited partners from voting on the 1997 Plan. Instead, it enjoined implementation of the 1997 Plan in the event it was approved. Wininger v. SI Mgmt. L.P., CA. No. 15538 (Del.Ch. Oct. 23, 1997) (ruling of the court on plaintiffs motion for preliminary injunction) (Del. Ch. Oct. 27, 1997) (Order).

In November 1997, the 1997 Plan was approved by approximately 70% of the limited partnership interests with only 13.53% of the interests voting against it. Six months later, however, the Delaware Supreme Court affirmed the Chancery Court’s injunction against the 1997 Plan. SI Mgmt. L.P. v. Wininger, 707 A.2d 37, 44 (Del.1998). As a result, Defendant withdrew the 1997 Plan, and the parties subsequently entered into settlement negotiations in May 1998. In April 1999, the district court granted the Plaintiffs’ motion for preliminary approval of the settlement and class certification for settlement purposes. Notice was then sent to the class members (comprised of all limited partners) explaining the terms of the settlement and the scheme by which Plaintiffs’ counsel would seek fees and costs (in lieu of pursuing the 25% fee agreements they had executed with a significant number of the limited partners).

On May 11, 1999, Plaintiffs’ counsel petitioned the district court for attorneys’ fees and costs. Counsel requested 18% of the benefit they believed they conferred on the class as a result of their role in stopping the 1996 and 1997 Plans. They argued that under the 1996 Plan, the Partnership would have received only $13 per share. Plaintiffs’ counsel further claimed the 1997 Plan could not have been implemented because it was unlawful and even if it could have been implemented, it would not have yielded a control premium. They claimed the settlement plan would maximize the value to investors and that 18% was a “conservative” percentage for providing that benefit.

On May 14, 1999, Randy Price and several other limited partners (the Price Objectors) filed objections to Plaintiffs’ counsels’ fee petition. They argued Plaintiffs’ counsel had actually injured the class members and requested the court to allow the settlement to proceed before awarding fees. On May 24, 1999, a final judgment was entered approving the settlement. In July 1999, the district court granted the Price Objectors’ motion to intervene in the [1119]*1119fee proceedings, and found Plaintiffs’ counsel “[were] not barred from recovering [attorneys’] fees expended in blocking the 1996 Plan even though the events occurred prior to the advent of the litigation over the 1997 Plan.” Wininger v. SI Mgmt. L.P., No. C 97-01622 CW at 9 (N.D.Cal. Dec. 30, 1999) (order awarding Plaintiffs counsel attorneys’ fees and costs) (hereinafter Order of Dec. 30, 1999). In a subsequent order, the court found Plaintiffs’ counsel responsible for stopping the implementation of the 1996 Plan.

The settlement-induced sale ultimately generated $33 per share for the Partnership. The court found the 1996 Plan would have yielded approximately $13 per share. It found the 1997 Plan, however, would have resulted in a yield of approximately $30 per share. “Thus, it appears that the Limited Partners would have been able to obtain, under the 1997 Plan, amounts close to the result of the settlement and sale.” Order of Dec. 30, 1999 at 16. Although the district court determined Plaintiffs’ counsel had failed to show that stopping the 1997 Plan provided a net benefit to the class of limited partners, it was unwilling to completely deny Plaintiffs’ counsels’ attorneys’ fees altogether. Rather, in return for their work opposing the 1996 Plan, the court awarded Plaintiffs’ counsel 6% of the difference between the $13 share price that would have been obtained under the 1996 Plan and the $33 share price ultimately generated by the sale.2 The court concluded:

This percentage provides an adequate reward to Plaintiffs counsel for the expense, time and risk incurred in accepting this representation, and for the benefit conferred on the Limited Partners. At the same time, however, it does not unduly reward Plaintiffs counsel for the happenstance of the Company’s significant increase in value. And, it takes into account the fact that Plaintiff has not proved that a net benefit was conferred on the Limited Partners by his opposition to the 1997 Plan.

Order of Dec. 30, 1999 at 18-19. Accordingly, the district court awarded Plaintiffs’ counsel $6,839,032.80 in attorneys’ fees and costs of $287,240.31.

Counsel for the Price Objectors (Price Counsel) then petitioned for attorneys’ fees and costs for (in large part) successfully opposing Plaintiffs’ counsels’ fee claim. Price Counsel requested $2,188,490.00 (16% of the approximately $13.7 million by which the court had reduced Plaintiffs’ counsels’ fee claim). Although the district court decided to award attorneys’ fees to Price Counsel, it did so on a lodestar basis. Furthermore, it limited the award to hours devoted specifically to opposing Plaintiffs’ counsels’ fee petition and declined to award a results or risk multiplier. Price Counsel were awarded $154,519.75 in fees and $2,346.87 in costs.

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301 F.3d 1115, 2002 WL 1969336, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wininger-v-si-management-lp-ca9-2002.