ALL-TIME SECURITIES CLASS ACTION SETTLEMENTS
WHILE SHAREHOLDERS, COMPANIES AND JUDGES HAVE BEEN SETTLING SECURITIES CLASS ACTIONS FOR YEARS, SOME OF THESE PARTICULAR AGREEMENTS STAND OUT BECAUSE OF THEIR IMMENSE MONETARY VALUE. BELOW YOU WILL FIND THE LARGEST SECURITIES SHAREHOLDER SETTLEMENTS IN HISTORY AND HOW INVESTORS WERE COMPENSATED.
Currently, Enron Corporation holds the world record for the largest securities class action settlement in history, according to data provided by the Stanford Law School Securities Class Action Clearinghouse in collaboration with Cornerstone Research. In September 2008, a federal court approved a $7.22 billion settlement plan. The agreement, approved by U.S. District Judge Melinda Harmon, distributed payments to investors who purchased the company’s stock between Sept. 9, 1997, and Dec. 2, 2001, the day the company went bankrupt, according to The Houston Chronicle. “A federal court approved a $7.2 billion settlement plan.” The plan contained methods whereby roughly 1.5 million persons and organizations such as institutional investors would receive an average of $6.79 per share, the media outlet reported. Shareholders who bought preferred shares would receive an average of $168.50 a share under this agreement. The $7.2 billion settlement was reached after plaintiffs initially pursued legal action against large banks that worked with Enron, claiming that by creating and then financing questionable deals, these financial institutions contributed to fraudulent activity, according to the news source. While some of these banks were willing to settle, others refused to come to such an agreement and eventually won a ruling in the 5th U.S. Circuit Court of Appeals, which stated they were not major players in the alleged fraud.
In September 2005, a federal judge approved a $6.13 billion securities class action settlement, which resolved a lawsuit brought forth by WorldCom shareholders after the telecommunications giant suffered an accounting collapse in 2002. U.S. Judge Denise Cote provided this ruling in Manhattan federal court, and after $347 million went to legal fees, WorldCom investors received more than $5.75 billion. At the time, the $6.1 billion figure made this agreement the largest shareholder settlement in history, according to The Washington Post. Investment banks pledged more than $6 billion of this amount, with JPMorgan Chase & Co. and Citigroup Inc., the largest underwriters of WorldCom, providing $4.6 billion of that figure. “WorldCom investors received more than $5.75 billion.” Aside from the amount contributed by financial institutions, 11 former WorldCom directors agreed to provide $55.25 million, including $20.25 million in their own money, the media outlet reported. In reply, Jeffrey Golan, an attorney for the shareholders, emphasized the benefit of having these board members contribute some of the settlement amount. “This type of settlement furthers the goal of making directors accountable for their actions of the companies on whose boards they sit, while also empowering them to ask tough questions and demand management responsiveness,” said Golan, according to the news source.
In December 2007, a federal court in New Hampshire finalized a $3.2 billion securities class action settlement related to a lawsuit filed by shareholders of Tyco International Ltd. According to the plan, which was approved by U.S. Judge Paul Barbadoro, Tyco paid $2.975 billion to investors, while PricewaterhouseCoopers LLP, its auditor, provided another $225 million. Investors who bought or otherwise came to own company securities between Dec. 13, 1999, and June 7, 2002, were covered by the settlement and received remuneration as per the agreement.
In August 2000, a federal judge approved a proposed securities class action settlement, resolving a lawsuit brought forth by the shareholders of Cendant, created through the 1997 merger of HFS International and CUC International, Inc. The decision created a settlement fund that contained $3.18 billion, including $2.85 billion in cash for Cendant investors supplied by Cendant and HFS Individual Defendants and another $335,000 in cash provided by Ernst & Young LLP.
On January 3, 2018, Petrobras announced that in connection with the losses investors suffered from the "Lava Jato" ("Operation Car Wash") bribery scandal, it had agreed to a USD 2.95 Billion settlement with investors who purchased American Depository Shares (ADS) and certain Petrobras bonds. The settlement fund has since grown to $3 Billion. In addition to assisting clients that traded Petrobras ADS and the Petrobras bonds identified below, Battea is assisting a large number of institutional clients who suffered hundreds of millions in dollars in losses trading Petrobras common shares (PETR3) and Petrobras preferred shares (PETR4), which are listed on BM&F Bovespa, as well as certain Petrobras bonds that were purchased or acquired in non-US transactions that did not clear or settle through the Depository Trust Company’s book-entry system, with submitting their claims via current litigation efforts in District Court in Rotterdam, the Netherlands. Investors are turning their attention to the fact that Petrobras Global Finance B.V., as well as many international Petrobras subsidiaries are headquartered in the Netherlands (not in Brazil), and believe the avenue for recovery via litigation here, provides a much stronger outlook than doubtful arbitration efforts in Brazil. Learn more about the separate litigation in the Netherlands.
NORTEL NETWORKS CORPORATION
On April 17, 2007, the federal court system finalized a $2.94 billion settlement that stemmed from a lawsuit representing shareholders of Nortel Networks Corporation. While two federal judges had approved a settlement plan in December 2006, plaintiffs had appealed the decision.However, on April 17, 2007, a U.S. appeals court issued a mandate withdrawing the appeal. As a result, the agreement, which involved paying investors $575 million in cash and issuing shares equal to approximately 14.5 percent of its common stock, moved forward. The insurers of Nortel provided another $228.5 million for the settlement amount.
In 2002, WorldCom submitted the largest bankruptcy filing in the history of the U.S. Shareholders lost billions, and in the aftermath of this event, investors who bought company shares before the bankruptcy filed suits against financial services giant Citigroup. In May 2004, Citigroup announced it would pay $2.65 billion to settle a securities class action filed on behalf of purchasers of WorldCom securities between April 29, 1999, and June 25, 2002. Citigroup did not admit wrongdoing, instead saying that it had chosen to settle in order to eliminate the uncertainty and costs associated with engaging in further litigation. The financial services giant announced in August 2004 that it had agreed to establish a $2.65 billion settlement.
AOL TIME WARNER
On April 9, 2006, it was announced that a federal judge had approved a $2.65 billion settlement related to claims that before America Online Inc. and Time Warner Inc. merged, advertised revenue was accounted for in a fraudulent manner. Because of this improper accounting, investor lawsuits claimed that AOL provided overly high revenue figures for 15 quarters between 1998 and 2002. AOL and Time Warner announced merger plans in 2000, and while AOL’s public image had grown through widespread advertising, its dial up customer base deteriorated, and this development negatively impacted Time Warner. When claims were filed, seven months of negotiations took place under the supervision of a special master appointed by the court. U.S. District Judge Shirley Wohl Kram granted the deal tentative approval in September 2005 and then full approval in April 2006. Under the approved deal, Time Warner would pay most of the amount and Ernst & Young LLP, the company’s auditor, would pay $100 million. On June 8, 2007, a press release indicated that an appeal was delaying initial distribution of the $2.65 billion settlement stemming from the merger of AOL and Time Warner. On June 1, 2007, a group called BizProLink LLC filed a notice of appeal in a federal court in New York. The month before, Kram had signed an order directing payment of an initial distribution for the settlement.
BANK OF AMERICA AND MERRILL LYNCH
Bank of America announced Sept. 28, 2012, that it had settled a securities class action stemming from its acquisition of Merrill Lynch, which closed Jan. 1, 2009. Investors filed a lawsuit alleging that Jan. 16, 2009, BOA revealed that during 2008, Merrill Lynch had posted a preliminary fourth quarter loss of $15.3 billion. “To resolve this situation, BOA agreed to pay $2.43 billion.” Merrill Lynch’s “principal transactions” revenue for the fourth quarter of 2008 was negative $13.1 billion, stemming from declines in mark-to-market valuations, write-downs and losses from assets held in its trading portfolio. Allegedly, BOA needed to approach the U.S. Department of the Treasury to obtain additional funding and asset guarantees. After revealing this information, BOA shares plunged 31 percent between Jan. 14, 2009, and Jan. 16, 2009. According to the lawsuit, the proxy statement provided material misrepresentations and also neglected to reveal facts needed to make the disclosures true. To resolve this situation, BOA agreed to pay $2.43 billion and also implement new policies surrounding its corporate governance. While BOA denied all allegations, it stated that it was settling to eliminate the uncertainty and cost of further litigation.
Beginning (at least) as early as January 1, 2003, the Defendants conspired to fix prices in the FX market on a daily basis. Defendants’ conspiracy targeted the pricing of over two dozen currencies, including the most heavily traded currency pairs, throughout each trading day. Specifically, Defendants’ conspiracy encompassed: (1) price fixing of bid/ask spreads; (2) price fixing various benchmark rates, including, but not limited to, WM/Reuters benchmark rates and the ECB reference rate; and (3) other collusive conduct, such as triggering client stop-loss orders and limit orders. In fact, it was widely reported that UBS traders interrogated by FINMA officials agreed that the anti-competitive conduct alleged was common practice. To resolve this situation, the Defendants agreed to pay $2.31 billion (with one remaining non-settling defendant) and also implement a new "Code of Conduct" policy surrounding its corporate governance.
Among other things, Class Plaintiffs allege that beginning in 2008, Defendants conspired to prevent exchange trading of CDS at secret meetings and through telephone and email communications. Class Plaintiffs allege that the Dealer Defendants agreed with each other not to deal with any central clearing platform that might allow CDS trading and instead to clear almost all transactions through the one clearinghouse they could control, ICE Clear Credit LLC (“ICE”). Class Plaintiffs further allege that the Dealer Defendants conspired to limit changes to the over-the-counter CDS market and imposed rules restricting participation in ICE that were designed to prevent a transition to exchange trading. Class Plaintiffs allege that the Dealer Defendants pressured Markit and ISDA not to grant any licenses that allowed CDS to trade via central limit order book or on an exchange platform, thus ensuring that some Dealer Defendant be on at least one side of every CDS transaction. According to Class Plaintiffs, Defendants’ conduct harmed Settlement Class Members by keeping the CDS market opaque, preventing competition, and maintaining inflated bid/ask spreads on CDS Transactions. The Defendants deny they did anything wrong. However, the Defendants have collectively agreed to pay $1.86 billion to resolve all relevant claims with finality and this lawsuit in its entirety. It should be noted that Battea was the largest filer in this settlement.
On Oct. 17, 2013, law firm Robbins Geller Rudman & Dowd released a statement announcing that U.S. District Judge Ronald Guzman had entered a judgment of $2.46 billion against Household International, which has become part of HSBC Finance Corporation, as well as three former executives. The law firm revealed that the judgment contains roughly $1.5 billion in damages and nearly $1 billion in prejudgement interest. The original securities class action claimed that defendants issued a series of materially false and misleading statements about the business, operations and prospects of Household International, and therefore breached federal securities laws. The lawsuit alleged that because of these misleading statements, company securities traded at inflated levels during the class period, which spanned between Oct. 23, 1997, and Aug. 14, 2002. While the first date represented the time Household International announced its results for the third quarter of 1997, the second is when the company revealed that it would restate its financials for the last eight years after providing overstated figures during that period.
KONINKLIJKE AHOLD NV: ROYAL AHOLD NV
On Nov. 27, 2005, Royal Ahold NV announced that it would pay $1.1 billion to settle a securities class action suit that involved claims related to accounting. This case, titled “In re Royal Ahold N.V. Securities & ERISA Litigation,” was pending before the U.S. District Court for the District of Maryland in Baltimore. The lawsuit was prompted by the company overstating three years of earnings. Under the resulting agreement, the company would pay shareholders who bought stock between July 30, 1999, and Feb. 23, 2003, between $1 and $1.30 per share. On Jan. 9, 2006, Ahold announced that a U.S. federal court had granted the proposed settlement preliminary approval. On June 17, 2006, the company revealed that the aforementioned federal court in Maryland had entered a final order and judgment approving Ahold’s agreement to settle the lawsuit. While an appeal was filed by Drs. W.C.M. Oud, he voluntarily withdrew his appeal with prejudice.
THESE SETTLEMENTS REPRESENT THE LARGEST AND MOST NOTABLE OF ALL SHAREHOLDER SECURITIES AND ANTITRUST SETTLEMENTS, BUT A FRACTION OF THE TOTAL LITIGATION ACTIVITY. BATTEA STAYS ON TOP OF THE DEVELOPMENTS IN THIS SPACE, KEEPING TRACK OF ALL THE LATEST DETAILS FOR OUR INSTITUTIONAL CLIENT BASE.
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