Dennis v. JPMorgan Chase & Co.

Background

The representative plaintiffs sought final approval of a class-action settlement with Morgan Stanley and Morgan Stanley Australia Limited, referred to together in the order as Morgan Stanley. The settlement concerned claims relating to alleged manipulation of the Australian Bank Bill Swap Rate (BBSW) and the prices of financial instruments based on BBSW. The order states that the settlement agreement was dated October 1, 2021, and that an amendment was dated January 13, 2022.

The settlement class consisted of all persons, including individuals and entities, who purchased, acquired, sold, held, traded, or otherwise had an interest in BBSW-based derivatives between January 1, 2003, and August 16, 2016, inclusive. The order excluded defendants, their parents, subsidiaries, affiliates, and agents, alleged co-conspirators, and the United States Government. It also identified two valid exclusions: Kerant Capital Limited and KPMG Luxembourg S.A., as liquidator of Nordea Bank S.A.

Court’s findings

For settlement purposes only, the court reconfirmed that the requirements of Federal Rule of Civil Procedure 23 were satisfied. It found that the class was sufficiently numerous, that common legal and factual questions existed, that the representative plaintiffs’ claims were typical, and that their interests were aligned with absent class members. It also found that class counsel adequately represented the class, that common issues predominated over individual issues, and that a class action was superior to other methods of resolving the controversy.

The court approved the representative plaintiffs as class representatives and appointed Lowey Dannenberg, P.C. and Lovell Stewart Halebian Jacobson LLP as class counsel for settlement purposes. It found that the mailed notice, publication notice, website, and class-notice plan were the best practicable notice and gave class members an opportunity to exclude themselves, object, or appear at the fairness hearing. The court stated that no objections had been submitted.

Ruling and effect

The court finally approved the settlement, finding it fair, reasonable, adequate, and in the best interests of the settlement class. It found that the settlement resulted from arm’s-length negotiations and directed the parties to perform the settlement agreement. The court also approved the distribution plan and proof-of-claim and release form as fair, reasonable, and adequate, and approved the settlement fiduciary account as a qualified settlement fund under Section 468B of the Internal Revenue Code.

The settlement released covered claims relating to BBSW-based derivatives and certain other BBSW-related financial instruments and conduct. The court approved the release and covenant not to sue and directed dismissal of the action against Morgan Stanley, but not against any other defendant, fully, finally, and with prejudice. The order permanently barred releasing parties and settlement class members from pursuing the released claims against Morgan Stanley or released parties, including by participating in another class action based on those claims. It also addressed contribution and indemnification claims involving Morgan Stanley, released parties, and other defendants.

The order stated that the settlement and final approval order were not admissions, adjudications, or evidence of a legal violation, liability, wrongdoing, injury, or the truth of the allegations. The court reserved exclusive jurisdiction over implementing and enforcing the settlement and resolving related disputes. Class counsel’s request for attorneys’ fees, expense reimbursement, and incentive awards was reserved for a separate order. If the settlement were validly terminated, disapproved, or failed to become final under its terms, the order stated that the settlement-related certification, approval, releases, and related actions would become null and void as described in the order.