Robert L. Gain

In a proposed national class proceeding alleging a price‑fixing conspiracy in the market for DRAM semiconductor devices, the representative plaintiffs sought approval of four additional settlement agreements with certain defendants and approval of class counsel fees.

The court assessed whether the negotiated settlements were fair, reasonable, and in the best interests of the class under the Class Proceedings Act, 1992.

Although no finalized distribution protocol for settlement funds had yet been developed, the court concluded the settlements—totaling $23.325 million and including cooperation provisions—were reasonable given litigation risk and the benefit of cooperation against non‑settling defendants.

The court also scrutinized class counsel’s request for a 30% contingency fee of approximately $7.13 million.

Finding that percentage excessive at this stage of the proceedings, the court reduced the fee award to 20% of total settlements achieved to date and approved an interim fee of $4,180,345.59.

Following a prior trial and a partial appeal, the court conducted a rehearing to determine the appropriate remedy in a certified class proceeding concerning participating account transactions and an unlawful pre‑paid expense asset used by life insurance companies.

The Court of Appeal had upheld the finding of illegality but directed the trial judge to determine the monetary amounts required to unwind the transactions and restore funds to participating policyholder accounts.

The central disputes concerned the calculation of merger synergy deductions, whether historical amortization charges should be deducted when determining the benefit received by participating accounts, the interpretation of a 6.91% return provision, and the appropriate “effective date” for unwinding the transactions.

The court concluded that amortization expenses since 1997 must be deducted to reflect the “no contribution/no benefit” principle and interpreted the Court of Appeal formula as adding, not subtracting, the 6.91% return to the participating accounts.

The court fixed December 31, 2011 as the effective date and ordered that $284,675,000 be paid to the participating accounts, with cancellation of the pre‑paid expense asset and related amortization charges.

In a certified securities class action arising from a take‑over bid, the defendant law firm moved for summary judgment dismissing negligence and statutory misrepresentation claims.

The plaintiff alleged that a partner of the firm, who acted as counsel to the bidder and sat on its board, participated in preparing a take‑over circular containing misrepresentations contrary to s. 131 of the Securities Act.

The court held that there were genuine issues requiring a trial regarding whether the law firm owed a duty of care to shareholders who received and relied on the circular.

The court further held that the question of whether a law partnership could be vicariously liable under the Partnerships Act for a partner’s statutory liability as a corporate director should also proceed to trial.

Summary judgment was refused because the issues were novel and required a full factual record.