Opinion
Consolidated C.A. No. 16175NC.
January 7, 2000.
ORDER AND FINAL JUDGMENT
The Stipulation and Agreement of Compromise, Settlement and Release, dated August 27, 1999 (the "Stipulation"), of the above-captioned lawsuit (the "Consolidated Action"), having been presented at the Settlement hearing on December 14, 1999. pursuant to the Scheduling Order for Approval of Settlement of Class Action entered herein on October 8, 1999 (the "Scheduling Order"), which Stipulation was joined and consented to by all parties to the Consolidated Action and which (along with the defined terms herein) is incorporated herein by reference; and the Court having determined that notice of said hearing was given in accordance with the Scheduling Order to members of the Class as certified by the Court in the Scheduling Order and that said notice was adequate and sufficient; and the parties having appeared by their attorneys of record; and the attorneys for the respective parties having been heard in support of the settlement of the Consolidated Action, and an opportunity to be heard as provided in the notice; and the entire matter of the Settlement a having been considered by the Court;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this 7th day of January, 2000, 1999, as follows:
1) The Notice of Pendency of Class Action, Temporary and Proposed Class Action Determination, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear (the "Notice") has been given to the Class (as defined hereinafter), pursuant to and in the manner directed by the Scheduling Order, proof of the mailing of the Notice to the Class was filed with the Court by counsel for Defendants and full opportunity to be heard has been offered to all parties, the Class and persons in interest. The form and maimer of the Notice is hereby determined to have been the best notice practicable under the circumstances and to have been given in full compliance with each of the requirements of Delaware Court of Chancery Rule 23, and it is further determined that all members of the Class are bound by the Order and Final Judgment herein.
2) Pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2):
a) The Court finds that (i) the Class, as defined below, is so numerous that joinder of all members is impracticable, (ii) there are questions of law and fact common to the Class, (iii) the claims of the Plaintiffs are typical of the claims of the Class, (iv) plaintiffs will fairly and adequately protect the interests of the Class, and (v) questions of law and fact common to the members of the Class predominate over any question affecting only individual members, and that a class action is superior to other available methods for the fair and efficient adjudication of the controversy;
b) The Court finds that Plaintiffs and their counsel have adequately represented the interests of the Class with respect to the Consolidated Action and the claims asserted therein;
c) The Court finds that the requirements of Court of Chancery Rules 23(b)(1) and (2) have been satisfied;
d) The Consolidated Action is hereby certified as a class action on behalf of all shareholders of Golden State Bancorp Inc. (the "Company") other than defendants and their immediate families who bought or held shares of Golden State on or after February 5. 1998, including the legal representatives, heirs, successors in interest, transferees or assigns of all such foregoing holders and owners, immediate and remote (the "Class"); and
e) Plaintiffs are hereby certified as Class representatives and their respective counsel are certified as Class counsel.
3) The Settlement and all transactions preparatory or incident thereto are found to be fair, reasonable and adequate and in the best interests of the Class, and it is hereby approved pursuant to Chancery Court Rule 23(e). The parties to the Stipulation are hereby authorized and directed to comply with and to consummate the Settlement in accordance with its terms and provisions, and the Register in Chancery is directed to enter and docket this Order and Final Judgment in the Consolidated Action.
4) The Order and Final Judgment shall not constitute any evidence or admission by and patty herein that any acts of wrongdoing have been committed by any of the parties to the Consolidated Action and should not be deemed to create any inference that there is any liability therefor.
5) The Consolidated Action and any and all claims, rights, causes of action, suits, matters and issues, known or unknown, liquidated or unliquidated, contingent or absolute, state or federal (including, without limitation, claims arising under the federal securities laws and the rules and regulations thereunder), in law or equity, that have been, could have been, or in the future could be asserted in the Consolidated Action or in any court, tribunal or proceeding by or on behalf of any member of the Class (as defined below), either directly, indirectly, derivatively, or in any other capacity, against the Director Defendants, Golden State, Cal Fed, First Nationwide, MacAndrews Forbes holdings Inc., Ronald O. Perelman and Gerald Ford, or against any of their respective present or former directors, officers, agents, employees, attorneys, accountants, representatives, advisers, investment bankers, commercial bankers, trustees, parents, affiliates, subsidiaries, general and limited partners, heirs, executors, personal representatives, administrators, successors and assigns, or anyone else (collectively the "Released Parties"), in connection with, or arising out of or relating to, directly or indirectly, the subject matter of the Consolidated Action, or any of the acts, facts, transactions or occurrences alleged in any pleading filed by any party in the Consolidated Action, or which could have been asserted against any of the Released Parties in connection with the Consolidated Action are hereby compromised, settled, withdrawn, retracted, released and forever discharged and dismissed with prejudice.
6) Plaintiffs' attorneys are hereby awarded fees and expenses in the aggregate amount of $500.00 in connection with the Consolidated Action, which fees and expenses the Court finds to be fair and reasonable and which shall be paid to plaintiffs' attorneys in accordance with the terms of the Stipulation.
7) Without affecting the finality of this Order and Final Judgment in any way, this Court reserves jurisdiction over all matters relating to the administration and consummation of the Settlement.
WILLIAM. B. CHANDLER, CHANCELLOR