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`J. PETER SHINDEL, JR.
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`Abrams & Bayliss llp
`20 Montchanin Road, Suite 200
`Wilmington, DE 19807
`Main: 302-778-1000
`Fax: 302-778-1001
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`DIRECT DIAL NUMBER
`302-778-1165
`SHINDEL@ABRAMSBAYLISS.COM
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`October 17, 2022
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`BY FILE & SERVEXPRESS AND HAND DELIVERY
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`The Honorable Sam Glasscock III
`Court of Chancery of the State of Delaware
`34 The Circle
`Georgetown, DE 19947
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`Re: Stein v. Blankfein, C.A. No. 2017-0354-SG (Del. Ch.)
`Dear Vice Chancellor Glasscock:
`I write to provide an update on behalf of all parties in connection with
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`further proceedings following the Supreme Court’s decision rejecting one aspect of
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`the release approved in connection with the settlement of this more than five-year-
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`old action.
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`The parties have now entered into an amended settlement (the “Amended
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`Settlement”), which narrows the release to comply with the Supreme Court’s
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`decision, but leaves the other settlement terms unchanged. For the Court’s
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`reference, the Amended Settlement is enclosed. The parties have prepared moving
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`papers for approval of the Amended Settlement, which they are ready to file. The
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`parties will also seek to ensure that briefing on approval of the Amended
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`Settlement is conducted promptly so that this case may be put to an end.
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`EFiled: Oct 17 2022 01:17PM EDT
`Transaction ID 68261604
`Case No. 2017-0354-SG
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`The Honorable Sam Glasscock III
`October 17, 2022
`Page 2
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`Prior to filing the Amended Settlement, and in an effort to avoid further
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`settlement-related disputes, the parties shared in draft form with counsel for the
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`Objector the Amended Settlement and a Proposed Order and Final Judgment
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`effectuating the Amended Settlement. The parties understand that Objector intends
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`to object to the Amended Settlement, even though the Court already determined
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`that the consideration provided to nominal defendant The Goldman Sachs Group,
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`Inc. is fair and reasonable, which determination was not disturbed on appeal. The
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`release—the only element of the parties’ agreement with which the Supreme Court
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`took issue—has been narrowed in the Amended Settlement to conform with the
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`Supreme Court’s ruling.
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`Objector has filed a motion for an interim fee award (“Objector’s Interim
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`Fee Motion”), as to which the Court directed the parties to respond by October 20.
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`Because this fee motion is styled as “interim,” Objector apparently contemplates
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`further fee application(s) based on the Court’s ruling on the Amended Settlement.
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`We understand that the Objector also is considering other possible motion practice
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`related to the Amended Settlement.
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`Consistent with regular practice, the parties respectfully request that the
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`Court defer ruling on any additional motions related to the Amended Settlement by
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`The Honorable Sam Glasscock III
`October 17, 2022
`Page 3
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`Objector until after the Court rules on the parties’ motion for approval of the
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`Amended Settlement.1 Because the Court’s ruling on the Amended Settlement
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`could impact the Objector’s pending or future fee application(s), the parties also
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`believe that any briefing by the parties or ruling by the Court on the Objector’s fee
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`application(s) should be deferred until after the Court rules on the Amended
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`Settlement. Objector recognized the practicality of this approach in Objector’s
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`Interim Fee Motion. Dkt. 167 ¶ 40 (“Given the possibility of additional motion
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`practice, Objector’s counsel does not oppose holding [Objector’s Interim Fee]
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`Motion in abeyance until (a) the parties determine what, if any additional
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`consideration will be included in a third attempt at a potential settlement and (b)
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`the Court addresses arguments as to the fairness of that settlement.”).
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`If the Court agrees with this approach, the parties will file their motion for
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`approval of the Amended Settlement and seek to agree with Objector on a briefing
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`schedule. Because the parties’ responses to the Objector’s Interim Fee Motion are
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`See, e.g., In re TD Banknorth, 938 A.2d 654, 662 (Del. Ch. 2007) (“no
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`exigencies exist[] in this case which ought to disrupt the orderly procedure of
`requiring an intervenor to voice its concerns at the settlement hearing like a typical
`objector”); Shumacher v. Loscalzo, C.A. No. 2022-0059-LWW (Del. Ch. July 5,
`2022) (ORDER) (denying a stockholder’s motion to consolidate and appoint a
`leadership structure and noting that “nothing prevents him from objecting to the
`settlement” (citing TD Banknorth)).
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`The Honorable Sam Glasscock III
`October 17, 2022
`Page 4
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`currently due October 20, the parties would appreciate the Court’s guidance as to
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`whether, in light of the Amended Settlement, their responses should be adjourned
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`pending the parties’ motion to approve the Amended Settlement.
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`Respectfully submitted,
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`/s/ J. Peter Shindel, Jr.
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`J. Peter Shindel, Jr. (#5825)
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`Words: 612
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`JPSjr/abt
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`cc: Register in Chancery (via File & ServeXpress)
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`Anthony A. Rickey, Esq. (via File & ServeXpress)
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`Jeremy D. Eicher, Esq. (via File & ServeXpress)
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`Kevin M. Gallagher, Esq. (via File & ServeXpress)
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