Stein v. Eagle Bancorp, Inc.

Background

The judgment concerns a consolidated class action brought on behalf of people and entities that purchased or acquired Eagle Bancorp common stock or Eagle call options, or wrote Eagle put options, between March 2, 2015, and July 17, 2019, and were damaged as a result. The judgment identifies Danilee Cassinelli, as trustee of the Danilee Cassinelli Trust DTD 7-23-93, as lead plaintiff, and Norfolk County Retirement System as an additional plaintiff. The defendants were Eagle Bancorp, Inc. and Ronald D. Paul, Susan G. Riel, Charles D. Levingston, James H. Langmead, and Laurence E. Bensignor.

The parties entered into a settlement agreement dated June 28, 2021. The agreement provided for complete dismissal with prejudice of the claims asserted in the action, subject to court approval. In an earlier order, the court preliminarily approved the settlement, certified the settlement class solely for purposes of carrying out the settlement, ordered notice, and allowed class members to opt out or object.

Notice and Objection

The court found that notice was the best practicable notice under the circumstances and was reasonably calculated to inform class members about the action, the settlement and releases, proposed attorneys’ fees and litigation expenses, and their rights to object, opt out, or appear at the settlement hearing. The court found that the notice satisfied Federal Rule of Civil Procedure 23, the Due Process Clause, the Private Securities Litigation Reform Act, and other applicable law.

More than 35,000 class members were sent notice packets. No class member opted out, and Timothy D. Hamilton filed the only objection. The court overruled that objection. The judgment states that the defendants denied wrongdoing and that the settlement was a negotiated compromise that resolved the lawsuit without an admission of liability. It also states that the denial of wrongdoing did not affect ongoing or future government or regulatory investigations.

Ruling

The court fully and finally approved the settlement in all respects, including its amount, releases, and dismissal provisions, and found the settlement fair, reasonable, and adequate to the settlement class. The court directed the parties to implement and complete the settlement according to the settlement agreement.

The court dismissed the action and all claims asserted against the defendants by the plaintiffs and other settlement class members with prejudice. The judgment made the settlement and its terms binding on the defendants, plaintiffs, and settlement class members, whether or not a class member submitted a claim form or received a distribution from the net settlement fund.

The judgment also made the settlement’s releases effective as of the settlement’s effective date. Subject to the agreement’s exceptions, the releases barred the released claims described in the settlement agreement and enjoined the parties from pursuing those released claims. The court retained continuing and exclusive jurisdiction over settlement administration, the settlement fund, possible attorneys’ fees and litigation expenses, the plan of allocation, distribution matters, and other matters relating to the action. Separate orders were to address the plan of allocation and lead counsel’s request for fees and expenses. If the settlement were terminated or its effective date did not occur, the judgment provided that it would be vacated and the parties would return to their earlier positions as specified in the settlement agreement.