In re GSE Bonds Antitrust Litigation

Background

The plaintiffs were Joseph M. Torsella, in his official capacity as Treasurer of the Commonwealth of Pennsylvania and statutory custodian of all Commonwealth Funds; City of Birmingham Retirement and Relief System; Electrical Workers Pension Fund Local 103, I.B.E.W.; and Local 103, I.B.E.W. Health Benefit Plan. They brought the action on behalf of themselves and other members of the proposed settlement class. Goldman Sachs & Co. LLC was the settling defendant identified in the judgment.

The parties agreed to settle all claims asserted against Goldman Sachs and its predecessors, successors, assigns, subsidiaries, and affiliates under a settlement agreement dated November 14, 2019. The court had preliminarily approved the settlement, ordered notice to the proposed settlement class, allowed class members to object or request exclusion, and held a final-approval hearing on June 9, 2020.

Settlement Class

For settlement purposes only, the court certified a class under Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure. The class generally includes people and entities that entered into a government-sponsored enterprise bond transaction with one or more defendants, or a defendant’s direct or indirect parent, subsidiary, affiliate, or division, during the period from January 1, 2009, through January 1, 2019.

The judgment excludes defendants and their related entities, the United States government, specified judicial personnel and family members, jurors assigned to the action, and anyone who properly and timely requested exclusion. The judgment states that investment vehicles are not excluded merely because they fall within the definition described in the settlement documents. The court found that the class was sufficiently numerous, had common legal or factual questions, had typical claims, and was adequately represented; it also found that common questions predominated and that a class action was the superior method for resolving the action. The court certified the named plaintiffs as class representatives and co-lead counsel as class counsel.

The certification was expressly limited to settlement purposes. The court stated that it did not waive or limit any defendant’s ability to challenge a later request to certify a litigation class, and that the settlement certification could not be used as binding or persuasive authority on a later class-certification motion.

Ruling and Effect

The court found that notice was adequate and satisfied Rule 23, constitutional due-process requirements, and other applicable law. It fully and finally approved the settlement, including its releases and dismissal provisions, and found the settlement fair, reasonable, and adequate under Rule 23(e)(2) and the factors identified in the cited Second Circuit precedent.

The court dismissed all claims asserted against Goldman Sachs by the plaintiffs and settlement class members with prejudice. The parties generally were ordered to bear their own costs and expenses, except as provided in the settlement agreement. The settlement and judgment bind Goldman Sachs, the other released parties, the plaintiffs, and other settling plaintiff parties, including class members who do not submit a claim form or seek a distribution, subject to the judgment’s exclusions and exceptions.

The releases cover settled claims arising from or relating to the factual basis of the action, subject to stated exceptions, including claims outside the Sherman Act’s extraterritorial reach, claims to enforce the settlement, and claims of people or entities whose exclusion requests were accepted. The judgment also provides that the settlement is not an admission of liability, wrongdoing, or the merits of either side’s position.

The court retained continuing and exclusive jurisdiction over settlement administration, interpretation, implementation, enforcement, the settlement fund, distribution issues, attorneys’ fees and litigation expenses, and matters involving settlement class members. Separate orders were to address the distribution plan and co-lead counsel’s fee and expense request. If the settlement were terminated or its effective date failed to occur, the judgment would be vacated and the parties would return to their earlier positions as provided in the settlement agreement.