In re SSA Bonds Antitrust Litigation

Background

Class plaintiffs applied for final approval of a settlement with Deutsche Bank AG and Deutsche Bank Securities Inc. The court stated that notice had been given to the settlement class under its earlier orders and that the 90-day period under the Class Action Fairness Act had expired. The court considered the filings, proceedings, objections, and responses concerning the settlement.

Settlement Class and Representation

The court certified the following class solely for settlement purposes: persons or entities that, from January 1, 2005, through the date of the Preliminary Approval Order, entered into an SSA bond transaction with a defendant, a related entity, a released party, or an alleged co-conspirator, and that met the stated United States domicile or United States commerce requirements. The order excluded specified defendants, co-conspirators, their officers, directors, management, employees, current subsidiaries or affiliates, and federal governmental entities, while stating that investment vehicles were not excluded.

The court found that the requirements for class certification under Rules 23(a) and 23(b)(3) were satisfied solely for settlement purposes. It found that the class was too numerous for individual joinder, that common legal and factual questions predominated, that the class plaintiffs’ claims were typical, that the plaintiffs and proposed lead counsel adequately represented the class, and that a class action was the superior method for resolving the dispute. The court appointed Quinn Emanuel Urquhart & Sullivan, LLP and Robbins Geller Rudman & Dowd LLP as co-lead counsel and appointed the class plaintiffs as class representatives, also solely for settlement purposes.

Final Approval

Under Rule 23(e), the court granted final approval of the settlement, finding it fair, reasonable, adequate, and in the best interests of the settlement class. The court found that the settlement was negotiated honestly and at arm’s length by experienced counsel; that the case presented serious and contested legal and factual questions; and that an immediate monetary recovery and cooperation were preferable to the uncertain result of continued, expensive litigation. The court also noted that this was a partial settlement in a case with multiple defendants, so other current and future defendants would remain potentially liable for class damages if the plaintiffs proved their claims at trial.

Releases and Preserved Claims

Upon the settlement’s effective date, the releasing parties would release the defined released claims against the released parties and be barred from pursuing those claims. The released parties would likewise release the defined released claims against the class plaintiffs, settlement class members, and co-lead counsel. The order preserved claims outside the scope of the released claims and claims to enforce the settlement agreement.

The order also barred contribution, indemnification, and similar claims by other defendants against released parties to the extent permitted by law. It specifically reserved settlement class members’ claims against other defendants, alleged co-conspirators, and persons later added to the action. It further stated that the settling defendant’s SSA bond transactions could remain relevant to potential damage claims against other parties, to the extent permitted by law.

Disposition and Continuing Jurisdiction

Judge Edgardo Ramos entered the Final Judgment and Order of Dismissal as to Deutsche Bank AG and Deutsche Bank Securities Inc. The parties were directed to complete the settlement, and the clerk was directed to enter the judgment immediately under Rule 54(b). The court retained continuing and exclusive jurisdiction over implementation of the settlement, the settlement fund, attorneys’ fees and related applications, incentive awards, and interpretation and enforcement of the settlement agreement.

The order stated that the judgment and related releases would become null and void if the settlement did not become effective, with the parties returning to their prior positions in the action subject to specified exceptions. The settlement and related documents could not be used as admissions of wrongdoing, liability, fault, or omission, except as allowed for enforcing or defending against claims involving the settlement and judgment.