Wiener v. Roth, 791 F.2d 661 (8th Cir. 1986). · Go Syfert
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Wiener v. Roth, 791 F.2d 661 (8th Cir. 1986). Cases Citing This Book View Copy Cite
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cited 2× by 2 distinct cases, last quoted 1995 · …will not be overturned unless the party challenging the settlement clearly shows that the district court abused its discretion. at p. 662 ≈ altered
13 citation events (4 in the last 25 years) across 3 distinct courts.
Strongest positive: Petrovic v. Amoco Oil Co. (ca8, 1999-12-30)
Top citers, strongest first. 11 distinct citers. How cited ↗
discussed Cited as authority (rule) Petrovic v. Amoco Oil Co.
8th Cir. · 1999 · signal: cf. · confidence medium
Cf. Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986) (per curiam) (application of incorrect state law not necessarily ground for reversing district court’s approval of settlement or changing standard of review).
discussed Cited as authority (rule) Christopher Petrovic v. Amoco Oil Co.
8th Cir. · 1999 · signal: cf. · confidence medium
Cf. Wiener v. Roth, 791 F.2d 661, 662 (8th Cir. 1986) (per curiam) (application of incorrect state law not necessarily ground for reversing district court's approval of settlement or changing standard of review).
cited Cited as authority (rule) White v. National Football League
D. Minnesota · 1993 · confidence medium
Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986); Reynolds, 584 F.2d at 283 ; Grunin, 513 F.2d at 123 .
discussed Cited as authority (rule) Roy F. Van Horn, Randall Bartley, George Asimakis and All Other Similarly Situated Prisoners of the Ozark Correctional Center at Fordland, Missouri v. Larry Trickey, Superintendent Ozark Correctional Center James Purkett, Assistant Superintendent Ozark Correctional Center Richard Crismas, Acting Assistant Superintendent Education, Ozark Correctional Center, Michael Parton and All Prisoners Now and in the Future of Occ v. Larry H. Trickey, Superintendent, Occ, Official Capacity & Individually Jim Purkett, Assistant Superintendent, Occ, Official Capacity & Individually Bob Blair, Caseworker, Occ, Official Capacity & Individually Howard Wilkins, Cca Officer, Occ, Official Capacity & Individually and Sgt. Joseph La Prise, Occ, Official Capacity & Individually v. Paul E. Luster, Jr., Donald Dale Holt, Steven R. Manis, Louis Danneman, Lawrence Freulzer, Jr., Robert L. Simmons, Danny Keller, Timothy Lance, Todd Burfiend, Lloyd Reeves, and Chris Cook
8th Cir. · 1988 · confidence medium
Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986); In re Flight Transp., 730 F.2d at 1135 ; Elliott v. Sperry Rand Corp., 680 F.2d 1225, 1227 (8th Cir.1982). 7 The district court must consider a number of factors in determining whether a settlement is fair, reasonable, and adequate: the merits of the plaintiff's case, weighed against the terms of the settlement; the defendant's financial condition; the complexity and expense of further litigation; and the amount of opposition to the settlement.
cited Cited as authority (rule) Van Horn v. Trickey
8th Cir. · 1988 · confidence medium
Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986); In re Flight Transp., 730 F.2d at 1135 ; Elliott v. Sperry Rand Corp., 680 F.2d 1225, 1227 (8th Cir.1982).
discussed Cited "see" In Re UnitedHealth Group Inc. Shareholder Derivative Litigation
D. Minnesota · 2009 · signal: see · confidence high
See Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986) (per curiam) (finding no abuse of discretion in approval of derivative settlement where district court determined settlement was “fair, reasonable, and adequate”).
cited Cited "see" Bobby D. Smith Delores Smith, Great Lakes Chemical Corp., Intervenor v. Chemical Leaman Tank Lines, Inc.
8th Cir. · 2002 · signal: see · confidence high
See Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986) (per curiam) (approval of settlement); Harris v. Ark.
cited Cited "see" Bobby Smith v. Chemical Leaman Tank
8th Cir. · 2002 · signal: see · confidence high
See Wiener v. Roth, 791 F.2d 661, 662 (8th Cir. 1986) (per curiam) (approval of settlement); Harris v. Ark.
discussed Cited "see" Deboer v. Mellon Mortgage Company
8th Cir. · 1995 · signal: see · confidence high
The district court's assessment as to the reasonableness of a settlement "will not be overturned unless the party challenging the settlement clearly shows that the district court abused its discretion." Id. at 607; see Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986) (per curiam).
discussed Cited "see" DeBoer v. Mellon Mortgage Co.
8th Cir. · 1995 · signal: see · confidence high
The district court’s assessment as to the reasonableness of a settlement “will not be overturned unless the party challenging the settlement clearly shows that the district court abused its discretion.” Id. at 607; see Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986) (per curiam).
discussed Cited "see, e.g." White v. National Football League
D. Minnesota · 1993 · signal: see, e.g. · confidence medium
See, e.g., Wiener v. Roth, 791 F.2d 661, 662 (8th Cir.1986) (per curiam); Reynolds, 584 F.2d at 283 ; Grunin, 513 F.2d at 123 ; cf. In re Drexel Burnham Lambert Group, Inc., 960 F.2d 285, 292 (2d Cir.1992) (although appellate court “will ordinarily defer to a district court’s approval of a class action settlement unless there is a ‘clear showing’ that the district court abused its discretion____ [wjhere ... the district court simultaneously certifies a class and approves a settlement [the appellate court] will more rigorously scrutinize the district court’s analysis of the fairness, …
Retrieving the full opinion text from the archive…
Harold Wiener Susan Calhoun
v.
Edward W. Roth D.J. Noble John P. Ashton Simon W. Casady H.E. Clendenen W.O. Conyers George B. O'Neill and the Statesman Group, Inc.
85-2175.
Court of Appeals for the Eighth Circuit.
May 28, 1986.
791 F.2d 661
Published

791 F.2d 661

Harold WIENER;
Susan Calhoun, Appellant,
v.
Edward W. ROTH; D.J. Noble; John P. Ashton; Simon W.
Casady; H.E. Clendenen; W.O. Conyers; George B.
O'Neill; and The Statesman Group, Inc.,
Appellees.

No. 85-2175.

United States Court of Appeals,
Eighth Circuit.

Submitted April 17, 1986.
Decided May 28, 1986.

William R. Stengel, Jr., Rock Island, Ill., for appellant.

David J. Bershad, New York City, for Weiner.

David L. Phipps, Des Moines, Iowa, for Noble, et al.

Before JOHN R. GIBSON, Circuit Judge, BRIGHT, Senior Circuit Judge, and FAGG, Circuit Judge.

PER CURIAM.

[*~661]1

Susan Calhoun appeals from a district court order approving the settlement of a shareholder's derivative suit under Fed.R.Civ.P. 23.1. We affirm.

2

In 1982 Harold Wiener, a Statesman Group, Inc. (Statesman) stockholder, brought this shareholder's derivative action in federal district court on behalf of Statesman and its shareholders against Edward Roth, Statesman's former chairman of the board, and several other Statesman board members. Wiener alleged that Roth and the other board members breached their fiduciary duties to Statesman and wasted corporate assets by having Statesman purchase Roth's 600,000 shares of common stock for $10 million when the market value of the shares was less than $4 million. Wiener alleged that the defendants further violated their fiduciary duties by causing Statesman to sell one of its subsidiary companies for an unfavorable price to fund the purchase of Roth's stock.

3

Roth and the other board members denied all allegations of wrongdoing. They argued that Roth had received a $10 million offer for his stock from ICH Corporation (ICH), and that they believed the sale of Roth's stock to ICH would be detrimental to Statesman, its employees, and its shareholders. Thus, they contended that it was in Statesman's best interest to meet ICH's $10 million offer and purchase Roth's stock for itself.

4

Wiener actively pursued his claims and engaged in substantial discovery. While this discovery was in process, Calhoun, the owner of six Statesman shares, filed a derivative action in Iowa state court challenging Statesman's purchase of Roth's stock. She contended that under Iowa law the purchase was an illegal sale of corporate control and a misappropriation of corporate funds for the personal benefit of Statesman's management. The state court stayed Calhoun's action pending the outcome of Wiener's lawsuit.

5

After engaging in extensive discovery, Wiener and the defendants began settlement negotiations, and eventually entered into a settlement agreement. Calhoun then moved for leave to intervene as a plaintiff in Wiener's action, raising the same theories of recovery she raised in her state court action. The district court granted her motion to intervene.

6

On June 28, 1985, Wiener motioned for approval of the proposed settlement under Fed.R.Civ.P. 23.1. Notice of the proposed settlement was sent to Statesman's 5500 shareholders. Only four shareholders objected to the settlement, including Calhoun. The district court held a hearing on the proposed settlement, and determined that it was fair, reasonable, and adequate. Accordingly, the district court entered an order approving the settlement.

7

Calhoun appeals contending that the district court abused its discretion in approving the settlement. Specifically, she argues that the district court should have applied Iowa, rather than Delaware, law in considering the strength of the shareholders' claims.

8

We will intervene to set aside a judicially approved settlement only when the party challenging that settlement clearly shows that the district court abused its discretion. Elliott v. Sperry Rand Corp., 680 F.2d 1225, 1227 (8th Cir.1982) (quoting Grunin v. International House of Pancakes, 513 F.2d 114, 123 (8th Cir.), cert. denied, 423 U.S. 864, 96 S.Ct. 124, 46 L.Ed.2d 93 (1975)). In determining whether a district court judge has abused his discretion, "[g]reat weight is accorded his views because he is exposed to the litigants, and their strategies, positions and proofs. He is aware of the expense and possible legal bars to success. Simply stated, he is on the firing line and can evaluate the action accordingly." Grunin, 513 F.2d at 123 (quoting Ace Heating & Plumbing Co. v. Crane Co., 453 F.2d 30, 34 (3d Cir.1971)).

9

The district court determined that because Statesman is a Delaware corporation, and because the defendants' allegedly improper acts were performed while they were acting in their official capacities, the Iowa choice-of-law rules required that Delaware law be applied in evaluating the strength of the shareholders' claims. The district court observed that Delaware law was unfavorable to these claims. The court further noted that even if Iowa law were to apply, as Calhoun contended, her prospects of success were weak. In addition to the uncertainty of prevailing on the merits, the district court compared the damages the shareholders could reasonably expect to recover if they did prevail, with the expenses they would incur in a trial and on appeal. The district court also noted that only four of Statesman's 5500 shareholders objected to the settlement, and only Calhoun appeared at the hearing to present her objections, even though Calhoun failed to conduct any discovery or to review any of Wiener's discovery materials.

[*~662]10

Having heard the parties' arguments, and reviewed their appellate briefs, we conclude that Calhoun has failed to show that the district court abused its discretion in approving the settlement agreement. Accordingly, we affirm.