The District Court for the Eastern District of Texas recently rejected a settlement submitted to the Court for approval in the case of In Re Electronic Data Systems Corp. ERISA Litigation. You can access the Memorandum Opinion and Order of the Court rejecting the settlement here [pdf]. The plaintiff-participants had sued EDS and its officers and directors for various fiduciary breaches and alleged, in general, violations of ERISA pursuant to a “stock-drop” scenario.
You can read about the important procedural issues which have developed in this case in a previous post here. The Fifth Circuit had granted the defendants’ petition for interlocutory appeal under Rule 23(f) of the Federal Rules of Civil Procedure. However, after presenting oral arguments to the Fifth Circuit in April of 2005, the parties apparently engaged in a “day-long mediation session” that resulted in a proposed settlement. However, the Court rejected the settlement, stating as follows:
The Court concludes that this settlement is not in the best interests of the proposed class members. Under the proposed settlement the class members would only receive two or three cents on the dollar of their losses. For example, a plan participant who had a $10,000 loss under the settlement proposal would receive only $200 to $300, a mere pittance of his or her actual loss. The Court is of the opinion that such a plaintiff would consider the risk of an adverse ruling by the Fifth Circuit to be a risk worth taking in comparison with the small benefit to be received from the settlement. This is particularly true in the present case, given that a class member would not be much worse off losing the appeal and receiving nothing than he would be receiving the de minimis recovery that each Plan participant would receive under the proposed settlement. This may be a good settlement for Plaintiffs’ counsel in that they would recoup 100% of their $5.0 million in attorneys’ fees and expenses, and it may be a good settlement for EDS in that for a relatively nominal sum it would remove whatever risk it has, but it is not a fair settlement for the Plaintiff class who would only be receiving a few pennies on the dollar. Given the Court’s skepticism that class members would ultimately find the proposed settlement to be fair to them, the Court believes issuing a notice and holding a final fairness hearing would be an expensive and unjustifiable effort.Although not a factor in determining whether the proposed settlement is fair, reasonable, and adequate, the Court is also of the opinion that broader interests of justice would be served by denying preliminary approval. There is a vacuum of precedent on 502(a)(2) issues in the Fifth Circuit, as well as other circuits. The Fifth Circuit recognized this in Milofsky and, implicitly, in taking the unusual step of granting an interlocutory appeal under Rule 23(f). See Milofsky v. Am. Airlines, Inc., 404 F.3d 338, 345 (5th Cir. 2005) (refusing to “speculate on every possible situation” yet to be answered). In light of the de minimis settlement before the Court, it is therefore in the interests of justice to push forward in this dispute, so issues can be resolved by the Fifth Circuit and procedural clarity can be brought to ERISA litigation surrounding defined contribution plans.
Furthermore, approving this settlement could send the wrong message to the United States Department of Labor, the administrative agency charged with overseeing and enforcing pension plans. The United States Department of Labor is presently investigating this Plan and has clearly stated its position in its amicus curiae brief at the Fifth Circuit. The Court believes that investigation should run its due course and not be prematurely influenced by the Court approving what it has found to be an unfair de minimis settlement to the class members.
You can access the following amicus briefs filed in the appeal:
- DOL Amicus Brief
- Brief of ERIC, the American Benefits Council, and the ESOP Association as Amici Curiae
For Your Benefit has comments on the case here.
UPDATE: See also this recent article from the Washington Legal Foundation entitled “ERISA-Related Securities Litigation Imposes Undue Burden on Pension Plans and Participants.”