CME Group, Inc. v. Chicago Board Options Exchange, Inc., No. 2369-VCN (June 25, 2009), read opinion here. See several prior Chancery Court decisions in this case summarized here, including the court’s approval of the Stipulation of Settlement in this class action. See, e.g., CME Group, Inc. v. Chicago Board Options Exchange, Inc., 2009 WL 1547510 (Del. Ch., June 3, 2009).
This most recent decision in this case addresses objections by those who were excluded from participating in the benefits conferred under the settlement because of their failure to comply strictly with the settlement’s conditions for eligibility.
The court placed the objections into five categories: (1) objectors who submitted untimely settlement claim forms; (2) objectors who failed to transfer their CME shares by the deadline–due to an oversight or error; (3) objectors who fell under both of the foregoing two categories; (4) objectors who were excluded based upon a determination by Class Counsel that they did not “beneficially own” the requisite shares needed to qualify; and (5) one miscellaneous objector.
The court reasoned that as part of its duty to “exercise its own business judgment as to the fairness of the settlement", it must also fulfill a corollary to that duty which is to “insure that the stockholders who are entitled to participate in the settlement are given a reasonable opportunity to file for and receive what is due to them.”
The court determined that whether the applicable standard for missing a filing deadline is either “excusable neglect” or “substantial compliance,” in either case the court found that the reasons for the missed deadline by those who wanted to participate was due to excusable, inadvertent error. (citing Mendich v. Hunt Int’l Res., Inc., 1981 WL 7629, at *2 (Del. Ch. Oct. 21, 1981)).
The court reviewed each of the other categories of objections in careful detail, and in general applied equitable principles to the extent that those who were excluded due to clerical errors or understandable administrative oversights were allowed to participate.
UPDATE: Here is a three-page letter decision of July 7, 2009 that rules on whether Geneva Trading USA, LLC, is eligible to be classified as a "Participating Group B Settlement Class Member", as so allows it.