In re Tribune Co. Fraudulent Conveyance Litig., MDL No. 2296.
Decision Date | 19 December 2011 |
Docket Number | MDL No. 2296. |
Citation | 831 F.Supp.2d 1371 |
Parties | IN RE: TRIBUNE COMPANY FRAUDULENT CONVEYANCE LITIGATION. |
Court | Judicial Panel on Multidistrict Litigation |
OPINION TEXT STARTS HEREBefore JOHN G. HEYBURN II, Chairman, KATHRYN H. VRATIL, W. ROYAL FURGESON, JR., BARBARA S. JONES, PAUL J. BARBADORO, MARJORIE O. RENDELL, and CHARLES R. BREYER, Judges of the Panel.
TRANSFER ORDER
JOHN G. HEYBURN II, Chairman.
Before the Panel:* Pursuant to 28 U.S.C. § 1407, plaintiffs in all 44 actions move for coordinated or consolidated pretrial proceedings of the 44 actions listed on Schedule A in the Southern District of New York. 1 Of the more than 1,700 former Tribune Co. (Tribune) shareholder defendants in these actions, approximately 385 support or do not oppose centralization. Less than 100 defendants oppose the motion.
On the basis of the papers filed and hearing session held, we find that these 44 actions involve common questions of fact, and that centralization in the Southern District of New York will serve the convenience of the parties and witnesses and promote the just and efficient conduct of this litigation. All actions arise out of the Tribune's 2007 leveraged buyout (LBO), its 2008 Chapter 11 bankruptcy filing, and the impact of the LBO and bankruptcy on the Tribune's creditors. Centralization will eliminate duplicative discovery, prevent inconsistent pretrial rulings, and conserve the resources of the parties, their counsel and the judiciary.
Some opposing former shareholder defendants argue that unique questions of fact in each action predominate over any common factual questions. While each action, indeed, will involve some individual questions of fact as to each defendant relating to the Tribune shareholder transfers, all actions involve numerous common factual questions arising from the LBO. Discovery and other pretrial proceedings will focus on the same series of events. Motions to dismiss likely will be similar in these actions. In any event, Section 1407 does not require a complete identity or even a majority of common factual issues as a prerequisite to centralization. In re Denture Cream Prods. Liab. Litig., 624 F.Supp.2d 1379 (J.P.M.L.2009); In re Phenylpropanolamine (PPA) Prods. Liab. Litig., 173 F.Supp.2d 1377 (J.P.M.L.2001). Transferee judges can accommodate common and individual discovery tracks, gainingthe benefits of centralization without delaying or compromising consideration of claims on their individual merits. In re: Yamaha Motor Corp. Rhino ATV Prods. Liab. Litig., 597 F.Supp.2d 1377 (J.P.M.L.2009).
Opposing former shareholder defendants also have voiced a concern that many of them are individuals or small entities and centralization will be inconvenient for them and increase their litigation costs. Panel Rule 2.1(c), however, provides that Coordination in the transferee court will not prevent any required depositions of, or any other discovery unique to, the opposing defendants from occurring in their home districts. In re Yamaha Motor Corp. Rhino ATV Prods. Liab. Litig., 597 F.Supp.2d 1377, 1378. The use of liaison counsel, lead counsel and steering committees also will eliminate the need for most counsel ever to travel to the transferee district. In addition, prudent counsel likely will combine their forces and apportion their workload in order to streamline the efforts of the parties, their counsel and the judiciary. This streamlining combined with uniform case management will lead to an overall savings in transaction costs. Given the number of pending actions, centralization likely will result in a significant savings of time and money for the parties and the courts. In re Lawnmower Engine Horsepower Mktg. and Sales Practices Litig., 588 F.Supp.2d 1379 (J.P.M.L. Dec. 2008).
Lastly, opposing defendants argue that centralization of these 44 actions is premature and should await (1) service on each defendant; (2) rulings on pending or anticipated motions to dismiss in each action; or (3) the bankruptcy court's confirmation of Tribune's reorganization plan. We disagree. Defendants can raise jurisdiction and other objections in the transferee district. To the extent that many complaints may be subject to several of the same grounds for dismissal, having these motions decided by a single judge will be the most efficient way to resolve them. In re Darvocet, Darvon & Propoxyphene Prods. Liab. Litig., 780 F.Supp.2d 1379 (J.P.M.L.2011). Centralization at this time also will streamline coordination between these 44 actions and the Delaware bankruptcy proceedings. In re Refco Sec. Litig., 530 F.Supp.2d 1350 (J.P.M.L.2007).
Given the wide dispersal of these actions across the country, no forum stands out as a focal point for this litigation. We are persuaded that the Southern District of New York is an appropriate transferee district for this litigation, because (1) documents and witnesses likely are located there, and (2) this district is a convenient and accessible forum for most parties. Judge Richard J. Holwell is an experienced judge who we are confident will steer these cases on a fair and expeditious course.
IT IS THEREFORE ORDERED that pursuant to 28 U.S.C. § 1407, the actions listed on Schedule A and pending outside the Southern District of New York are transferred to the Southern District of New York and, with the consent of that court, assigned to the Honorable Richard A. Holwell for coordinated or consolidated pretrial proceedings in that district.
IN RE:
TRIBUNE COMPANY FRAUDULENT CONVEYANCE LITIGATION
Deutsche Bank Trust Company Americas, et al. v. Peter W. King, et al., C.A. No. 2:11–01110
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...in a multi-district litigation proceeding that was transferred to the Southern District of New York. In re: Tribune Co. Fraudulent Conveyance Litig., 831 F.Supp.2d 1371 (J.P.M.L.2011).After consolidation, the Tribune shareholders moved to dismiss appellants' claims. The district court grant......
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