`
`
`
`Anthony A. Rickey
`3411 Silverside Road
`Baynard Building, Suite 104
`Wilmington, Delaware 19810
`Tel: (302) 604-5190
`Fax: (302) 258-0995
`arickey@margravelaw.com
`
`October 18, 2022
`
`
`By Hand Delivery and FileandServeXpress
`
`The Honorable Vice Chancellor Sam Glasscock III
`Court of Chancery Courthouse
`34 The Circle
`Georgetown, Delaware 19947
`
`
`RE: Stein v. Blankfein, C.A. No. 2017-0354-SG (Del. Ch.)
`
`
`
`
`Dear Vice Chancellor Glasscock:
`
`
`I write on behalf of Objector Sean J. Griffith (“Griffith”) in response to
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`Plaintiff and Defendants’ letter of October 17, 2022 (the “Letter”) concerning Stein’s
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`third settlement attempt (the “Third Settlement”). Griffith opposes the Third
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`Settlement and intends to seek permission to intervene as plaintiff to preserve the
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`benefits achieved by his appeal. He asks for at least thirty days to respond to the
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`parties’ yet-to-be-filed motion, which they have taken almost two months to prepare.
`
`As for Griffith’s pending fee motion (the “Interim Fee Motion”), the Court
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`may find the parties’ responses clarifying when it considers the Third Settlement.
`
`Thus, Griffith suggests that if the Court permits the parties more time to respond,
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`answers should be filed on the same day that an objection to the Third Settlement
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`would be due.
`
`EFiled: Oct 18 2022 08:52AM EDT
`Transaction ID 68265942
`Case No. 2017-0354-SG
`
`
`
`The Honorable Vice Chancellor Sam Glasscock III
`October 18, 2022
`Page 2 of 5
`
`Update Following the August 22 Status Conference
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`By way of background, this Court rejected Stein’s first settlement attempt in
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`2018 (the “First Settlement”).1 In 2020, Stein offered another settlement (the
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`“Second Settlement”), but the Delaware Supreme Court reversed approval on
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`August 16, 2022.2 Stein’s Third Settlement offers no new consideration, but merely
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`narrows the proposed release. Objector understands that Stein intends to seek
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`$612,500 in fees and Defendants, unlike in 2020, do not intend to oppose her.
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`Without prejudice to other arguments, Griffith opposes the Third Settlement
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`(and Stein’s counsels’ fee) for the reason previewed at the August 22 status
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`conference.3 Stein should have amended the Second Settlement to be fair and
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`reasonable under Delaware law in March 2020. She did not, prompting over two
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`years of litigation. Her offer of a Third Settlement, and that settlement’s fairness,
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`must be evaluated based on the facts and circumstances as they stand today, after the
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`Supreme Court’s decision, not 2020.4 Goldman and its stockholders would be better
`
`off if Stein simply dismissed claims that she now appears to believe are moot.
`
`
`Stein v. Blankfein, 2018 WL 5279358, at *4 (Del. Ch. Oct. 23, 2018).
`1
`Griffith v. Stein, __ A.3d __, 2022 WL 3365025 (Del. Aug. 16, 2022).
`2
`Dkt. 165, Hrg. Trans. at 10 (Aug. 22, 2022).
`3
`Other issues that may be raised in an objection include (a) the advisability of
`4
`providing notice to Goldman’s stockholders and (b) the application of this Court’s
`recent ruling in Shumacher v. Loscalzo, based upon the Supreme Court’s decision in
`
`
`
`The Honorable Vice Chancellor Sam Glasscock III
`October 18, 2022
`Page 3 of 5
`
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`Given the inequity of Stein’s proposed Third Settlement, Griffith intends to
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`move for an order clarifying that the March 11, 2020 scheduling order no longer bars
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`intervention in this action.5 He will then seek to intervene as plaintiff, committing
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`to the Court that he will dismiss the case with prejudice to himself only if he cannot
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`achieve a better result than Goldman’s stockholders enjoy after the Supreme Court’s
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`rejection of Stein’s Second Settlement.6 Intervention offers a better means to a fair,
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`yet still prompt, end to this litigation.
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`Proposed Schedule for Consideration of the Third Settlement
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`As for the parties’ yet-to-be-filed motion, they waited almost two months to
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`offer papers. Very little of that time was spent conferring with Griffith’s counsel.
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`Yet they now maintain that responsive briefing must be “conducted promptly.”7
`
`
`this case, concerning the release of claims not pled in an underlying complaint. See
`C.A. No. 2022-0059-LLW (Del. Ch. Sept. 21, 2022) (TRANSCRIPT).
`5
`Dkt. 120.
`6
`See Brinckerhoff v. Texas E. Prod. Pipeline Co., LLC, 986 A.2d 370, 397 (Del.
`Ch. 2010) (“[A]n objector who successfully demonstrates that a settlement is unfair
`is a logical candidate to take over prosecution of the litigation.”).
`7
`Letter at 1. Stein’s haste to give away her fellow stockholders’ claims, rather
`than dismissing her own, ignores another consequence of the Griffith decision. The
`Supreme Court recommended that the Rules Committee consider amending Rule
`23.1 to give Delaware stockholders the protection of the analogous federal rule.
`Griffith, 2022 WL 3365025, at *11. It would be an unfortunate irony if Griffith
`resulted in other Delaware stockholders receiving the protections of a strengthened
`Rule 23.1, but Goldman’s stockholders did not because Stein rushed through a
`flawed Third Settlement.
`
`
`
`The Honorable Vice Chancellor Sam Glasscock III
`October 18, 2022
`Page 4 of 5
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`Griffith will work in good faith to agree to a scheduling order, but respectfully
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`suggests that he should have at least thirty days to respond (and preferably the time
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`the parties take to submit their own papers), and the parties fifteen days to reply.
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`Proposed Schedule for the Interim Fee Motion
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`Consistent with the Court’s reasoning that the Interim Fee Motion is “separate
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`from the [Third] settlement consideration,”8 the Court directed the parties to respond
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`by October 20.9 The parties now seek to delay their response until after
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`consideration of the Third Settlement and, presumably, Stein’s application for fees.10
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`Griffith does not oppose allowing the parties more time. However, briefing
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`on the Interim Fee Motion may be relevant to the consideration of the Third
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`Settlement. If Defendants remain silent when Stein seeks a $612,500 fee, the Court
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`may find it helpful to contrast this with Defendants’ response to a proposed plaintiff
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`who does not intend to offer Goldman’s directors a release of claims unless their
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`settlement offer improves.
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`Thus, Griffith respectfully suggests that responses to the Interim Fee Motion
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`be due simultaneously with any objection to the Third Settlement, with a reply due
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`fifteen days afterwards. This would parallel the schedule on the Third Settlement.
`
`
`Dkt. 165, Hrg. Trans. at 15:8–10 (Aug. 22, 2022).
`Letter at 2.
`Id. at 3.
`
`8
`9
`10
`
`
`
`The Honorable Vice Chancellor Sam Glasscock III
`October 18, 2022
`Page 5 of 5
`
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`A proposed form of order is enclosed. I am available at the Court’s
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`convenience should Your Honor have any questions.
`
`Respectfully,
`
`/s/ Anthony A. Rickey
`
`Anthony A. Rickey (DE Bar No. 5056)
`Words: 907
`
`
`Enclosure
`cc: Brian E. Farnan, Esq. (via File&ServeXpress, w/o enclosures)
`Michael J. Farnan, Esq. (via File&ServeXpress, w/o enclosures)
`Rosemary J. Piergiovanni, Esq. (via File&ServeXpress, w/o enclosures)
`Kevin G. Abrams, Esq. (via File&ServeXpress, w/o enclosures)
`J. Peter Shindel, Jr., Esq. (via File&ServeXpress, w/o enclosures)
`Matthew L. Miller, Esq. (via File&ServeXpress, w/o enclosures)
`Kevin M. Gallagher, Esq. (via File&ServeXpress, w/o enclosures)
`Robert L. Burns, Esq. (via File&ServeXpress, w/o enclosures)
`
`
`
`
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