FrontPoint Asian Event Driven Fund, Ltd. et al v. Citibank, N.A. et al

Filing 568

ORDER GRANTING PLAINTIFFS' COUNSEL'S MOTION FOR AN AWARD OF ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES granting 526 Motion for Attorney Fees. IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: The Court hereby awards Plaintiffs ' Counsel attorneys' fees of $38,864,500.00 (25% of the total Settlement Funds), and litigation expenses of $179,945.33, together with interest for the same time period and at the same rate as earned by the Settlement Fund s until paid, which shall be paid out of the Settlement Funds. Plaintiffs' Counsel is hereby authorized to allocate the attorneys' fees among Plaintiffs' Counsel and Goldstein & Russell, P.C., in a manner in which, in Plaintiffs' Counsel's judgment, reflects the contributions of such counsel to the institution, prosecution, appeal and settlement of the Action. Without affecting the finality of this Order in any way, this Court hereby retains continuing jurisdiction o ver the Parties and the Class Members for all matters relating to this Action, including the administration, interpretation, effectuation, or enforcement of this Order. Pursuant to the Settlement Agreements, the attorneys' fees and expense aw ards are independent of the Court's consideration of the fairness, reasonableness, and adequacy of the Settlements and are also independent of the Court's consideration of the Distribution Plan. The attorneys' fees and payment of ex penses awarded herein shall be paid to Plaintiffs' Counsel from the Settlement Funds as follows, subject to the terms, conditions, and obligations of the Settlement Agreements which terms, conditions, and obligations are incorporated herein as further set forth in this Order. IT IS SO ORDERED. (Signed by Judge Alvin K. Hellerstein on 11/29/22) (yv)

Case 1:16-cv-05263-AKH Document 568 Filed 12/01/22 Page 1 of 5

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK

FUND LIQUIDA Tl ON HOLDINGS LLC, as assignee and
successor-in-interest to FrontPoint Asian Event Driven Fund
L.P., MOON CAPITAL PARTNERS MASTER FUND
LTD., and MOON CAPITAL MASTER FUND LTD., on
behalf of themselves and all others similarly situated,

Docket No. 16-cv-05263 (AKH)

Plaintiffs,
V.

CITIBANK, N.A., BANK OF AMERICA, N.A.,
JPMORGAN CHASE BANK, N.A., THE ROY AL BANK
OF SCOTLAND PLC, UBS AG, BNP PARIBAS, S.A.,
OVERSEA-CHINESE BANKING CORPORATION LTD.,
BARCLAYS BANK PLC, DEUTSCHE BANK AG,
CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK, CREDIT SUISSE AG, STANDARD CHARTERED ,
BANK, DBS BANK LTD., ING BANK, N.V., UNITED
OVERSEAS BANK LIMITED, AUSTRALIA AND NEW
ZEALAND BANKING GROUP, LTD., THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., THE HONGKONG
AND SHANGHAI BANKING CORPORATION LIMITED,
COMMERZBANK AG, AND JOHN DOES NOS. 1-50,
Defendants.

ORDER GRANTING PLAINTIFFS' COUNSEL'S MOTION FOR AN
AWARD OF ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES
This matter came for a duly-noticed hearing on November 29, 2022 (the "Fairness
Hearing"), upon Plaintiffs' Counsel's Motion for an Award of Attorneys' Fees and
Reimbursement of Expenses ("Fee and Expense Application") in the above-captioned action (the
"Action"). The Court has considered the Fee and Expense Application and all supporting and
other related materials, including the matters presented at the Fairness Hearing.

Due and

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Case 1:16-cv-05263-AKH Document 568 Filed 12/01/22 Page 2 of 5

adequate notice of the settlement agreements between Representative Plaintiffs' 1 and Settling
Defendants 2 (the "Settlement Agreements") having been given to the Settlement Class Members,
the Fairness Hearing having been held, and the Court having considered all papers filed and
proceedings held herein, having found the settlement of the Action to be fair, reasonable and
adequate, and otherwise being fully informed in the premises and good cause appearing therefor,

IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:
1.

This Court has personal jurisdiction over Plaintiffs and Settling Defendants and

all Settlement Class Members who have not timely and validly requested exclusion, and subject
matter jurisdiction over the Action to approve the Settlement Agreements and all exhibits
attached thereto.
2.

Notice of the Fee and Expense Application was provided to potential Settlement

Class Members in a reasonable manner, and such notice complies with Rule 23(h)(l) of the
Federal Rules of Civil Procedure and due process requirements.
3.

The Court hereby awards Plaintiffs' Counsel attorneys' fees of $38,864,500.00

(25% of the total Settlement Funds), and litigation expenses of $179,945.33, together with
interest for the same time period and at the same rate as earned by the Settlement Funds until
paid, which shall be paid out of the Settlement Funds.

1

Representative Plaintiffs are Fund Liquidation Holdings, LLC, individually and as assignee and successor-ininterest to FrontPoint Asian Event Driven Fund, L.P., Moon Capital Partners Master Fund Ltd., and Moon Capital
Master Fund Ltd. (hereinafter and collectively "Plaintiffs"). Unless otherwise noted, ECF citations are to the docket
in Fund Liquidation Holdings LLC, et al. v. Citibank, NA., et al. , No. 16-cv-05263 (AKH) (S.D.N.Y.) and internal
citations and quotation marks are omitted. In addition , unless otherwise defined, capitalized terms herein have the
same meaning as in the Settlement Agreements. ECF Nos. 473-1 , 473-2, 473-3, 473-4, 473-5 , 473-6, and 499-1.
2
" Settling Defendants" include (1) Citibank, N.A. and Citigroup Inc., (2) JPMorgan Chase & Co ., (3) The
Hongkong and Shanghai Banking Corporation Limited, (4) Credit Suisse AG , (5) Deutsche Bank AG, (6) ING Bank
N.V. , (7) Australia and New Zealand Banking Group, Ltd., (8) Bank of America, N.A. , (9) Barclays Bank PLC, (10)
BNP Paribas, S.A., (11) Commerzbank AG , (12) Credit Agricole Corporate and Investment Bank, (13) DBS Bank
Ltd., (14) MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), (15) Oversea-Chinese Banking
Corporation Limited, (16) The Royal Bank of Scotland pie (n/k/a NatWest Markets pie), ( 17) Standard Chartered
Bank, (18) UBS AG, and (19) United Overseas Bank Limited.

2

Case 1:16-cv-05263-AKH Document 568 Filed 12/01/22 Page 3 of 5

4.

Plaintiffs' Counsel is hereby authorized to allocate the attorneys' fees among

Plaintiffs' Counsel and Goldstein & Russell, P.C., in a manner in which, in Plaintiffs' Counsel ' s
judgment, reflects the contributions of such counsel to the institution, prosecution, appeal and
settlement of the Action.
5.

In making this award of attorneys' fees and payment of litigation expenses, the

Court has considered and found that:
a.

the Settlement Agreements with Settling Defendants have created a fund
of $155,458,000 in cash that Settling Defendants have paid into escrow
pursuant to the terms of the Settlement Agreements;

b.

Class Members who or which submit valid Proofs of Claim and Release
will benefit from the Settlements reached because of the efforts of
Plaintiffs' Counsel;

c.

Plaintiffs' Counsel has prosecuted the Action and achieved the settlement
with skill, perseverance, and diligent advocacy;

d.

The Action involves numerous complex factual and legal issues and was
actively litigated and, in the absence of the Settlements, would have
involved lengthy proceedings with uncertain resolution of the numerous
complex factual and legal issues;

e.

Had Plaintiffs' Counsel not achieved the Settlements with Settling
Defendants, there would remain a significant risk that Plaintiffs and the
Settlement Class may have recovered less or nothing from Settling
Defendants;

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Case 1:16-cv-05263-AKH Document 568 Filed 12/01/22 Page 4 of 5

f.

The contingent nature, risks and complexity of the Action favor the fee
awarded above;

g.

Public policy considerations support the requested fee, as only a small
number of firms have the requisite expertise and resources to successfully
prosecute cases such as the Action;

h.

Notice was disseminated stating that Plaintiffs' Counsel would be moving
for attorneys' fees of not more than $51,819,333.33 (which is one-third of
the Settlement Funds) and payment of litigation expenses and costs not to
exceed $750,000, plus interest; and

i.

The amount of attorneys' fees awarded and expenses to be paid from the
Settlement Funds are fair and reasonable in view of the applicable legal
principles and the particular facts and circumstances of the Action.

6.

Without affecting the finality of this Order in any way, this Court hereby retains

continuing jurisdiction over the Parties and the Class Members for all matters relating to this
Action, including the administration, interpretation, effectuation, or enforcement of this Order.
7.

In the event the Settlement Agreements are terminated, or the Effective Date does

not occur in accordance with the terms of the Settlement Agreements, this Order shall be null
and void, of no further force or effect, and without prejudice to any of the Parties, and may not
be introduced as evidence or used in any actions or proceedings by any Person against the
Parties.
8.

Pursuant to the Settlement Agreements, the attorneys' fees and expense awards

are independent of the Court's consideration of the fairness, reasonableness, and adequacy of the
Settlements and are also independent of the Court's consideration of the Distribution Plan.

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Case 1:16-cv-05263-AKH Document 568 Filed 12/01/22 Page 5 of 5

9.

The attorneys' fees and payment of expenses awarded herein shall be paid to

Plaintiffs' Counsel from the Settlement Funds as follows, subject to the terms, conditions, and
obligations of the Settlement Agreements which terms, conditions, and obligations are
incorporated herein:
a. The award for payment of expenses shall be paid on December 30, 2022;
b. One-third (1/3) of the attorneys' fee award shall be paid on January 20,
2023;
c. One-third (1/3) of the attorneys' fee award shall be paid on July 14, 2023;
and
d. One-third (1/3) of the attorneys' fee award shall be paid upon the first
distribution of the Settlement Funds to Authorized Claimants, which will
occur no later than September 29, 2023.

IT IS SO ORDERED.
Signed this ~

day of

~t>./i.022.

c2e-1c-.~ ~

Honorable Alvin K. Hellerstein
United States District Judge

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