IN THE UNITED STATES COURT OF FEDERAL CLAIMS 

FRANK P. SLATTERY, JR., et al., 

 Plaintiffs, 

 v. 

THE UNITED STATES, 

 Defendant. 

 Civil Action No. 93-280 C 

 (Loren A. Smith, Senior Judge) 

 December 15, 2011 

FINAL ORDER

1. Pursuant to the Court’s Published Opinion and Order dated November 18, 2011, 

and Order dated December 1, 2011, Intervenors’ Steven Roth and Interstate Properties 

(“Intervenors”) Second Amended Complaint is DISMISSED. 

2. Pursuant to the Court’s decisions in this matter dated August 14, 2002 and 

February 10, 2006, and in light of the decisions of the three-judge Panel of the Federal Circuit, 

Slattery v. United States, 583 F.3d 800, 829 (Fed. Cir. 2010), and of the en banc Panel, Slattery 

v. United States, 635 F.3d 1298, 1321 (Fed. Cir. 2011), this Court awards Plaintiffs Frank P. 

Slattery, et al. (“Plaintiffs”), acting derivatively on behalf of the Federal Deposit Insurance 

Corporation, as receiver for Meritor Savings Bank (the “Receiver”), TWO HUNDRED 

SEVENTY-SIX MILLION DOLLARS AND NO CENTS ($276 million) in damages from the 

Defendant, which sum is to be deposited with the Receiver. 

 3. Out of the $276 million, the Receiver shall pay the common fund litigation costs 

and attorneys’ fees hereby approved by the Court as set forth on attachment A to this Order to 

Winston & Strawn LLP, which shall thereafter promptly make arrangements to further distribute 

the monies in accordance with Attachment A. The Court specifically approves and awards 

Winston & Strawn LLP (“Winston”) $23,990,252 attorneys’ fees to be recovered as part of the 

common fund costs, as set forth in Attachment A. In so doing, the Court notes that there has 

been no objection to the request for fees from any person with standing to do so. In awarding 

such fees, the Court specifically has considered the complexity of the case (as evidenced by the 
split decisions in both the panel and en banc decisions of the Court of Appeals), the serious risk 

of nonpayment assumed by the law firm in the event of an eventual adverse decision, the unusual 

duration of the action (nearly 19 years), the quality of counsel and the degree of success. The 

Court also has considered the Declarations of Robert A. Clifford and Michael D. Hausfield and 

finds that the percentage fee to be awarded to Winston is well in line—and indeed compares 

favorably—with other contingency fee cases. 

4. At its December 1, 2011 hearing, the Court held that current shareholders should 

be paid without waiting for the finalization of any appeal by Intervenors, and directed the 

Plaintiffs, Defendant and the Receiver to propose a plan for distribution to current Meritor 

shareholders before the finalization of any such appeal. Although the Defendant and Receiver 

do not concede that such a Court-ordered distribution is within the jurisdiction of this Court or 

may properly be ordered before finality of any appeals, and reserve the right to appeal the 

Court’s order that the judgment for $276 million be paid to the Receiver and that the Receiver 

must make a distribution to current shareholders before the finalization of any appeals, to comply 

with the Court’s order, and for purposes of complying with the rulings of the Court of Appeals 

and this Court under the facts peculiar to this case, the Receiver and Plaintiffs have agreed to, 

and the Court expects, the following procedures for distribution to be followed if there is no stay 

of the Court’s order that the Receiver must, to the extent reasonably practicable, begin making 

distribution before the finalization of any appeal: 

• The Receiver will, upon receipt of the judgment award, place the judgment funds 

in an interest-bearing account. 

• The Receiver will pay $18,316,445 of the common fund expenses awarded by the 

Court as set forth on attachment A hereto promptly, and no later than 30 days 

after the receipt of the funds. The remainder of the common fund expenses 

($14,000,000) will be paid not before February 7, 2012 and not later than 

February 21, 2012. 

• The Receiver will pay individual shareholders who do not own their shares 

through the Depositary Trust Corporation (“DTC”) their pro rata share of the 

entire amount of the $276 million judgment (minus the common fund expenses 

set forth in Attachment A to this Order). 
• Out of the funds to be distributed for the shares owned through DTC, the Receiver 

will set aside an escrow for SEVEN MILLION SIX HUNDRED AND 

TWENTY-SIX THOUSAND THREE HUNDRED AND EIGHTY-SEVEN 

DOLLARS AND SIXTY CENTS ($7,626,387.60). The remainder of the funds 

will be paid to DTC, for distribution to the current shareholders who own through 

DTC. 

• The escrow amount (and accrued interest) shall be distributed, in whole or in part, 

if at all, to Intervenors in accordance with any final decision, after all appeals, if 

any, are exhausted. To the extent the Intervenors are ultimately denied any 

recovery or are awarded less than the amount set aside on their behalf, any 

remaining funds of the $7,626,387.60 in escrow will promptly be distributed to 

DTC, for pro rata distribution to the current shareholders who own through DTC. 

• The Receiver will take all reasonable measures to ensure prompt and timely 

distribution of the judgment proceeds to Meritor’s current shareholders according 

to the procedures described above. Plaintiffs agree and the Court holds that the 

Receiver is not responsible for how promptly DTC will distribute to brokers, and 

brokers to their customers who are the beneficial owners of shares. Distribution 

to DTC shall constitute full satisfaction of any obligations of the Receiver to 

current shareholders for whom shares are held through DTC. 

• As previously ordered by the Court and affirmed by the Federal Circuit’s 2010 

decision, the Receiver will not make any deductions of any kind whatsoever for 

debts or potential debts owed to any creditors or potential creditors with higher 

priority whose claims are, or could be, part of the receivership deficit. 

• On or around March 15, 2011, Plaintiffs and the Receiver will advise this Court in 

writing of the progress of the distribution. At that point or thereafter, this Court 

will seek to accommodate requests for a conference call or further status hearing 

as appropriate. 

5. The Plaintiffs stipulate that they release all claims arising from or relating to this 

action, and from any further obligation or liability arising from or relating to: (1) the breach of 

contract found by this Court; (2) the Meritor receivership; (3) payment of the judgment by 

Defendant to the Receiver prior to final adjudication of any appeal by the Intervenors, or (4) any 
distribution by the Receiver, including but not limited to the general procedures outlined and 

approved in this Order, whether asserted or not against the Defendant United States including the 

FDIC in its corporate capacity upon depositing the $276 million with the Receiver. Defendant 

shall not be required to make payment to the Receiver until Plaintiffs execute a release 

satisfactory to Defendant. 

 6. Because the United States and FDIC in its corporate capacity shall not, under any 

circumstance, be liable in excess of the $276 million awarded under this Final Order, upon 

payment of the $276 million to the Receiver for further distribution as set forth in this Order, the 

United States and FDIC in its corporate capacity shall be and are hereby discharged and released 

from any liability to Plaintiffs arising from or relating to this action, and from any further 

obligation or liability arising from or relating to: (1) the breach of contract found by this Court: 

(2) the Meritor receivership; (3) payment of the judgment by Defendant to the Receiver prior to 

final adjudication of any appeal by the Intervenors, or (4) any distribution by the Receiver, 

including but not limited to the general procedures outlined and approved in this Order. 

 7. Upon satisfaction of the terms of this Order, the FDIC in its Receivership capacity 

shall be and is hereby discharged and released from any further obligations arising from or 

relating to this action. 

8. In the event any party should appeal this Order or appeal any further Order of the 

Court that could have the effect of delaying the distribution of the judgment proceeds to the 

many shareholders of Meritor, this Court—in light of the unique circumstances of this case and 

its duration—encourages the parties to seek an expedited appeal and resolution. This Court also 

finds that an expedited appeal would serve the interest of justice. 

9. The entry of this order does not terminate any jurisdiction that this Court 

possesses to ensure the satisfaction of this judgment and the appropriate and prompt distribution 

of the judgment funds. 

10. The Clerk is directed to enter judgment accordingly. 

 /s/Loren A. Smith 

 Loren A. Smith, Senior Judge 

 United States Court of Federal Claims 

DC:695522.2 
Attachment A

Litigation Investors

Payor Initial 

Value 

Interest Value as of 

10/31/11 

A. Siemens $3,000 $3,207 $6,207 

Analysis Group $233,949 $120,020 $353,969 

Ariel Management Corporation $20,000 $23,064 $43,064 

Cornerstone Research $385,975 $199,046 $585,021 

Davis, Christopher J. $100,000 $11,850 $111,850 

Deltec Asset Management $200,000 $207,240 $407,240 

Fallen Angels Limited Partnership $380,085 $318,284 $698,369 

Gabriel Capital Corporation $25,000 $26,204 $51,204 

Resurrection Partners LLC $250,000 $129,515 $379,515 

Hitschler, Anthony W. $100,000 $16,308 $116,308 

Hoffman, Burt $30,000 $13,071 $43,071 

Keefe Managers, Inc. $25,000 $36,186 $61,186 

Korman, Steve H. $50,317 $68,233 $118,550 

LCLR $40,000 $1,394 $41,394 

Liem, Gie $15,000 $524 $15,524 

Liem, Lisa $15,000 $524 $15,524 

Martha & Wistar Morris (Eleventh Generation) $150,000 $76,769 $226,769 

Morgens Waterfall $450,000 $364,383 $814,383 

Salter, Dennis $100,000 $47,618 $147,618 

Scattergood, Harold $15,000 $523 $15,523 

Sherrerd, John $125,000 $65,657 $190,657 

Slattery, Frank P. Jr. $2,149,827 $1,578,569 $3,728,396 

Steve Roth/Interstate Properties $50,000 $104,850 $154,850 

Total for Litigation Investors and Experts 

(with interest through 10/31/11) 

$4,913,153 $3,413,040 $8,326,193 

Winston & Strawn: Contingency Fee $23,850,000 

 Accrued Additional Fees $140,252 

 Winston Total $23,990,252 

Overall Total: $32,316,445