In an opinion issued today, Judge Engelmayer dismissed a putative class action lawsuit brought against rating agency Standard & Poor’s for allegedly fraudulent misstatements contained in its ratings of Fannie Mae preferred stock. The plaintiffs had alleged that S&P’s high ratings of the stock had induced them to buy. Judge Engelmayer dismissed the plaintiffs’ state law securities fraud, common law fraud and negligent misrepresentation claims under SLUSA.
Continue Reading Judge Engelemayer Dismisses Putative Class Action Against S&P on SLUSA, Other Grounds

Judge Engelmayer yesterday ruled, following a bench trial, that Chesapeake Energy could redeem over $1 billion in notes. The central question was whether Chesapeake was required to complete the redemption in a specified contractual window — effectively requiring the process to begin beforehand — or whether notice in the timeframe would suffice. (For our prior post on the case, click here.) As Judge Engelmayer observed, “[l]ots of money turns on this dispute. Because the 2019 Notes bear an attractive interest rate of 6.775%, redeeming them at par plus interest is, in today’s low-interest-rate environment, far more advantageous to Chesapeake than its other contractual options.” Judge Engelmayer ruled in Chesapeake’s favor, even though the contract language was not perfectly clear: “The Court is . . . presented with a choice between two constructions offered of [the contract provision in dispute]. One (Chesapeake’s) is imperfect but reasonable. The other (BNY Mellon’s) is incoherent and unreasonable. There are no other reasonable constructions . . . .” Judge Engelmayer was also convinced by the extrinsic evidence:
Continue Reading Judge Engelmayer Rules Chesapeake Can Redeem $1 Billion in Notes Early

Judge Engelmayer has dismissed a $25 billion lawsuit filed by insurance company Starr International against the Federal Reserve Bank of New York over its 2008 bailout of AIG.  Starr, which owned about 12 percent of AIG and is run by former AIG CEO Hank Greenberg, had alleged that the Fed assumed a fiduciary role at AIG by virtue of its actions during the bailout, and then breached its fiduciary duties to AIG’s shareholders.
Continue Reading Starr Lawsuit Against NY Fed Over AIG Bailout Dismissed