70 F.R.D. 693 | S.D.N.Y. | 1976
OPINION
This application for allowance of counsel fees was deferred pending the filing and allowance of claims by shareholders on whose behalf the action was commenced. Familiarity is assumed with the terms of the settlement, which were approved by this court after due notice to interested parties.
The settlement has now been consummated. In all, only forty-five claims were filed and allowed, upon which a total of $1,668.19 was paid out of the fund, of which the named plaintiffs in this action received $6.40. Administrative expenses totalled $7,968.83, leaving a balance in the fund of $231,708.69, less the sum to be allowed to plaintiffs’ attorney, the remainder to be returned to Greyhound.
Whether it was due to dissatisfaction with the amount of the settlement per share, or disinterest, or the difficulty in obtaining information needed to file claims, the fact is that a bare handful of shareholders, owning 31,446 shares, approximately three and one-half per cent of the total of 893,873 shares of common stock held by potential class members, accepted the offer of $1,668.19.
Plaintiffs’ counsel requests a fee of $40,000; while not opposed by defendants, it is not specifically consented to. The factors which are to guide the court in fixing a fair and reasonable fee have been set forth by the Court of Appeals in City of
“The basic issue presented by this litigation is whether Greyhound fulfilled its obligation that minority Armour shareholders would receive for their shares at least the same value that General Host received for its Armour shares. As already noted, the determination of this issue depends upon the value attached to the Greyhound warrants and the date of their valuation. Experts relied upon by the litigants differ — a not unusual situation.”4
Fairly viewed against the factual situation, the substance of the complaint cannot be deemed a securities fraud charge of material misrepresentation or material omission against which the public required protection. What was involved was the usual battle of experts — in this instance their divergent views as to the value of warrants. The controversy was settled by the application of empirical judgment.
Taking into account all factors and giving weight to their relative importance, the court deems the sum of $22,500 fair and reasonable and the same is hereby allowed.
. Voege v. Ackerman, 67 F.R.D. 432 (S.D.N.Y.1975).
. 495 F.2d 448, 462-63 (2d Cir. 1974).
. Blank v. Talley Indus., 390 F.Supp. 1 (S.D.N.Y.1975); see also Levin v. Mississippi River Corp., 377 F.Supp. 926, 931 (S.D.N.Y.), aff'd on opinion below, 508 F.2d 836 (2d Cir. 1974).