PUBLISH
UNITED STATES COURT OF APPEALS
FOR THE TENTH CIRCUIT

________________ _________________ SHIELDS LAW GROUP, LLC; PAUL BYRD LAW FIRM, PLLC,
A ttorneys - Appellants,

v. STUEVE SIEGEL HANSON LLP; GUSTAFSON GLUEK, PLLC; WATTS GUERRA LLP; HE NINGER GARRISON DAVIS, LLC; SEEGER WEISS LLP; SHAMBERG JOHNSON & BERGMAN; WEXLER WALLACE LLP; CARELLA BYRNE CECCHI OL STEIN BRODY & AGNELLO, P.C.; CLARK, LOVE & HUTSON, GP; HARE, WYNN, NEWELL & NEWTON, LLP, Attorneys - Appellees.

––––––––––––––––––– –––––––––––––––– HOSSLEY-EMBRY, LLP, Attorney - Appellant,

v. STUEVE SIEGEL HANSON LLP; GUSTAFSON GLUEK PLLC; WATTS GUERRA LLP; HE NINGER GARRISON DAVIS, LLC; SEEGER WEISS LLP; SHAMBERG JOHNSON & BERGMAN; WEXLER WALLACE LLP; CARELLA BYRNE CECCHI OL STEIN BRODY & AGNELLO, P.C.; CLARK, LOVE & No. 21-3021

No. 21-3022 FILED United States Court of Appeals Tenth Circuit 

### March 11, 2024 Christopher M. Wolpert Clerk of Court Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 12 HUTSON, GP; HARE, WYNN, NEWELL & NEWTON, LLP, Attorneys - Appellees.

________________ _________________ Appeal from the United States District Court for the District of Kansas (D.C. No. 2:14-MD-02591-JWL-JPO)

________________ _________________ Submitted on the motions: * Jeffrey A. Lamken and Eric R. Nitz, Molola mken LLP, Washington , D.C., on the motion to dismiss for Watts Guerra, LLP. Patrick J. Stueve and Bradle y T. Wilders, Stueve Siegel Hanson LLP, Kansas City Missouri, Christopher A. Seeger, Seeger Wei ss LLP Ridgefield Park, New Jersey, Daniel E. Gustafson, Gustafson Gluek PLLC , Minneapolis, Minnesota, on the motion to dismiss for Settlement Class Counsel. Christopher B. Hood, Heninger Garrison Da vis, LLC, Birmingham , Alabama, on the response in support of mo tions to dismiss for Heninger Garrison Davis, LLC. Christina J. Nielsen, Nielsen Law Firm, Lo rain, Ohio for Shield s Law Group, LLC, and Paul Byrd Law Firm, PLLC, and Daniel A llen Hossley, Tyler, Texa s for Hossley-Embry, LLP, on the Joint Suggestions in Opposition to Appellees ’ Motions to Dismiss.

________________ _________________ Before HOLMES , Chief Judge, BACHARACH , and McHUGH , Circuit Judges.

________________ _________________ HOLMES , Chief Judge.

________________ _________________

* After examining the motions to di smiss, the responses, and appellate record, this panel has determined unani mously that oral argument would not materially assist in the dete rmination of this appeal. See F ED . R. A PP . P. 34(a)(2); 10 TH C IR . R. 34.1(G). These cases are ther efore ordered submitted without oral argument. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 23 After Syngenta AG (“Syngenta”), an ag ricultural company, commercialized and released genetically modified corn seeds without obtaining regulatory approval for its seeds to be imported in to China, thousands of corn producers (as well as others in the corn industry) filed lawsuits agains t Syngenta. Ultimatel y, in 2018, Syngenta settled with class action plaintiffs for $1. 51 billion. Out of that $1.51 billion, onethird of the total amount—$5 03,333,333.33—was set aside as attorneys’ fees. But that was only the beginning of a different litigation saga that has now spanned years: litigation over the apportionment and alloca tion of the $503 million in attorneys’ fees. The district court, with the aid of a special master, crafted a two-stage approach to allocating the $503 million. At the first stage, the $503 million was divided into four pools: 49% for the commo n benefit pool for firms that litigated in Kansas, 23.5% for the common benefit pool for firms that litig ated in Minnesota, 15.5% for the common benefit pool for firms that litigated in Illinois, and 12% for the pool for individually retained private a ttorneys (“IRPAs”). At the second stage, the money was awarded to individual firms and attorneys within each pool. Through a series of separate orde rs, the district court allo cated most of these fees. Participating law firms from a variety of states challenge d this allocation scheme on multiple levels, and various firms filed a tidal wave of appeals and crossappeals from the district cour t’s orders. On February 28, 2023, we resolved most of the pending appeals related to the allocation of atto rneys’ fees in In re Syngenta AG MIR 162 Corn Litigation (“ In re Syngenta I ”), 61 F.4th 1126 (10th Cir. 2023). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 34 Specifically, we concluded that the distri ct court acted within its discretion in devising the four-pool alloca tion system, determining the amount to be allocated to each pool, awarding money to firms in th e three geographic common benefit pools, and making an award of expenses. See id. at 1170. However, our opinion in In re Syngenta I did not fully resolve every appeal re lated to the allocation of attorneys’ fees; some remain pending. Among the appeals that remain pending ar e what we will refe r to as the Watts Guerra Settlement Appeals. In these appeal s, two sets of firms challenge the district court’s approval of a discrete settlement agreement (“th e Watts Guerra Settlement Agreement”) between Watts Guerra LLP—one of the firms that or iginally challenged the district court’s fee al location orders—and the firms who were not appealing the district court’s fee allocation orders (“the Appellee Parties”). 1

1 The terminology for the appellees in the Watts Gu erra Settlement Appeals can be confusing. In particul ar, differently name d—but overlapping in membership—groups of appellees have played distinct role s in these appeals and in the proceedings before the district court. One group of appe llees are the “Joint Appellees,” which consist of several leadership firms and attorneys that defended the district court’s decisions in the earlier In re Syngenta I fee allocation appeals. See 61 F.4th at 1138 n.1 (listing the Joint Appellees). And another subset of appellees is “Settlement Class Counsel,” which incl udes attorneys Patrick Stueve, Daniel Gustafson, and Christopher Seeger. See Settlement Class Counsel ’s Mot. to Dismiss, Nos. 21-3021 et al., at *1 ( 10th Cir., filed Feb. 17, 2021) (defining “Settlement Class Counsel”). In the intere st of precision, we use th ese terms as the appellees themselves use them and remain faithful to their usage. We also use the term “Appe llee Parties.” For purposes of this opinion, that term has the same meaning as that term is defined in the Watts Guerra Settlement Agreement—to refer to Patrick Stueve and Daniel Gustafson on be half of themselves and all of the firms and attorneys w ho received money from the Kansas and Minnesota Common Benefit Pools who did not appeal the dist rict court’s fee Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 45 The two sets of firms also challenge the district cour t’s disbursement of funds in a manner that incorporated the terms of the Watts Guerra Settlement Agreement. The first appeal, numbered 21-3021, is brought by Shields Law Group, LLC, Plaintiffs’ Counsel, and Paul Byrd Law Firm, PLLC, Plaintiffs’ Counsel (collectively, “Byrd/Shields”). 2 The second appeal, numbere d 21-3022, is brought by Hossley-Embry LLP. The tw o appeals present identical legal issues, and we will refer to Byrd/Shields and Ho ssley-Embry collectiv ely as “the Obj ecting Firms.” Watts Guerra and Settle ment Class Counsel, see supra note 1, moved to dismiss the Watts Guerra Se ttlement Appeals, arguing that we lack jurisdiction. Shortly thereafter, we abated the Watts Guerra Settlement Appeals. After we issued our opinion in In re Syngenta I , the Objecting Firms moved to lift the abatement and enter a scheduling order. Watts Guerra and the Joint Appellees, see supra note 1, oppose this request, arguing th at while the abatement shoul d be lifted, the appeals should be summarily dismissed for the reas ons stated in the earlier motions to dismiss.

allocation orders, as well as Lew Garris on on behalf of hims elf and Heninger Garrison Davis LLC. See Watts Guerra Settlement Agreem ent, Ex. A. to Jt. Mot. for Indicative Ruling, No. 2:14-md-02591-JWL , ECF No. 4485-1, at *1–2 (D. Kan., filed Nov. 3, 2020) (defining “Appellee Parties” ). Again, there is substantial overlap between the attorneys and firms who make up the Appe llee Parties, the Joint Appellees, and Settlement Class Counsel.

2 Paul Byrd Law Firm, PLLC Plainti ffs’ Counsel consists of Paul Byrd, of the Paul Byrd Law Firm, PLLC; Clark W. Mason, of the Clark Mason Attorneys; Jerry Kelly, of the Kelly Law Firm, P.A. ; James J. Thompson, Jr.; and Nolan Awbrey, of Awbrey Law. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 56 For the reasons that follow, we agr ee with the Joint Appellees and Watts Guerra. We thus lift the abatement of the Watts Guerra Se ttlement Appeals (Nos. 21-3021 and 21-3022), grant Settlement Class Counsel ’s and Watts Guerra’s motions to dismiss these appeals for l ack of subject-matter jurisdiction, and dismiss the appeals. 3
I. BACKGROUND We described the long and complex backgr ound of the attorn eys’ fees dispute
in In re Syngenta I

. See 61 F.4th at 1138–70. We thus confine our discussion of the background to only the broad strokes and the events necessary to understanding the Watts Guerra Settlement Appeals. 4
A. The Historic Settlement Syngenta is an agricu ltural company that marketed and commercialized genetically modified corn seed products, Agrisure Viptera and Agrisure Duracade,

3 As articulated in more detail below, see infra Part III, with respect to the Objecting Firms’ motion to lift the ab atement and enter a scheduling order, we (1) grant it in part to the extent that it requests that we lift the abatement of the Watts Guerra Settlement Appeals; (2) deny it in part (as moot) to the extent that it requests that we enter a sche duling order in the Watts Gu erra Settlement Appeals; and (3) defer ruling on it in part insofar as it requests that we take any action on the IRPA Pool Allocation Appeals (Nos. 21- 3110 and 21-3111). We take no action on any aspect of the IRPA Pool Allocation Appeals or the Conti ngent Cross-Appeal.

4 In addition to the discu ssion of the background in In re Syngenta I , 61 F.4th at 1138–70, we take judicial notic e of documents appearing on the district court’s docket and on our own docket. See F ED

. R. E VID . 201; Bunn v. Perdue , 966 F.3d 1094, 1096 n.4 (10th Cir. 2020); United States v. Mendoza , 698 F.3d 1303, 1307 (10th Cir. 2012); see also Griffin v. United States , 109 F.3d 1217, 1218 n.1 (7th Cir. 1997). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 67 and allowed them to be imported into China without obtaining China’s regulatory approval to do so. When China discovere d the genetically modified seeds in American import shipments, China closed it s markets to American corn, which led to a fall in corn prices and fina ncial injury to corn farmers and producers. As a result, corn farmers and producers fi led thousands of la wsuits against Syngenta in multiple jurisdictions—including class actions, mass tort actions, and individual actions. 5 The Judicial Panel on Multidistrict Litig ation consolidated hundreds of these suits into a multi-district litigation (“MD L”) in Kansas federa l court; additionally, thousands of suits were conso lidated in a Minnesota state court, and other suits were litigated in Illinois federal court. The Kansas district court (herei nafter referred to as “the district court”) appoin ted several attorneys as co-l ead counsel for the Kansas MDL (“Kansas Co-Lead Counsel” ); these attorneys would pl ay a substantial role in the development of the original litigation and the fees dispute. 6 In Minnesota, the

5 Completely separate from the fee di spute at issue here, a number of corn producers sued Watts Guerra—t heir lawyers—for failing to disclose the benefits of participating as class members rather than as individu al plaintiffs. See Kellogg v. Watts Guerra LLP , 41 F.4th 1246, 1252 (10th Cir. 2022). The district court dismissed all of the producers’ claims agai nst Watts Guerra, conc luding, among other things, that the producers had not suffered an economic injury because they were permitted to participate in the Syngenta settlement. See id. We affirmed the district court’s judgment (and concluded that we la cked appellate jurisdiction over some of the decisions that the producer s purported to challenge). See id. at 1271.

6 These included attorneys from Stue ve Siegel Hanson, LLP; Gray, Ritter, & Graham, P.C.; Hare Wynn Newell & Ne wton L.L.P.; and Gray Reed & McGraw P.C. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 78 firms involved in coordinating the litigation included Watts Guerra and the Paul Byrd Law Firm, PLLC of Byrd/Shields. After a jury trial in Kansas resulted in a substantial aw ard for the Kansas class, Syngenta expressed interest in pursuing a global settlement. In February 2018, Syngenta and a class of co rn producers reached a nati onwide settlement agreement that resolved the clai ms against Syngenta. As part of the settlement, Syngenta agreed to pay $1.51 billion in exchange for the re lease of all claims arising out of the debacle over the genetica lly modified seeds. The district court preliminarily approved the settlement, and, in an order issued on December 7, 2018 (“the December 2018 Aggregate Fee Order”), it finalized its a pproval of the settlement and awarded one-third of the to tal settlement amount ($503, 333,333.33) as attorneys’ fees. See Jt. App., Vol. XXII, at 5088–89 (Dis t. Ct. Mem. & Order, filed Dec. 7, 2018). But the question of how to allocate th at sum among the myriad firms involved in the litigation remained. 7 B. The Four Pool System for A llocation of Attorneys’ Fees
1. The December 2018 Fee Allocation Order On November 21, 2018, the speci al master issued a report and recommendation that, among other things, se t forth a detailed recommendation for

7 A number of corn producers challenge d the district court’s approval of the Settlement Agreement and the divisi on of the $503 million award between the producers (who received two-th irds) and their attorneys (who received one-third). However, the corn producers ultimately set tled, and their appeal s were dismissed. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 89 how to allocate the $503 million. Various firm s, including the Objecting Firms, filed objections to the repor t and recommendation. On December 31, 2018, the district cour t issued a fee allocation order (“the December 2018 Fee Allocation Order”) that largely accepted the special master’s recommendation. See Jt. App., Vol. XXIII, at 5348–4 9 (Dist. Ct. Mem. & Order, filed Dec. 31, 2018). Based on the recommendation of the sp ecial master, the district court ultimately created a four-pool allo cation scheme to divide the $503 million. 8 This four-pool allocation sy stem is critical to unders tanding the instant appeals. To begin, three “common benefit pools” were created, corresponding with the litigation in Kansas, Minnesota , and Illinois, which we refer to as the Kansas Common Benefit Pool, the Minnesota Co mmon Benefit Pool, and the Illinois Common Benefit Pool, respectively. For thes e three pools, each attorney was placed in the pool corresponding to the state in whic h they performed the bulk of their work. Each attorney could seek a fee award from their designate d pool for any work they performed that benefited the settlement cla ss as a whole or the settlement negotiation process (referred to as co mmon benefit work)—regardless of where that work was actually performed. The fourth pool, the IRPA Pool, was diff erent. That pool was designed so that attorneys could receive a portion of the $50 3 million for work that they performed that did not benefit the class as a whole—in othe r words, for work that was done on

8 The district court also awarded $48,842,866.12 in expe nses in addition to the $503 million award of attorneys fees. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 910 behalf of individual clients. For the IR PA Pool, “attorneys’ recoveries would be dictated by their clients’ claim recoveries from the Settlement” with Syngenta. In re Syngenta I , 61 F.4th at 1141. Thus, the amount received by each attorney in the IRPA pool would be proportionate to the amount that their corn producer clients received as part of the Sy ngenta settlement. Attorney s could recover fees both from one of the common benefit pools (for any work that benefitted the common good) and from the IRPA pool (for any work th at did not benefit the common good). To effectuate this four-pool allocati on scheme, the district court had to confront the reality that existing fee agreements were already in place. Consequently, the district court abrogate d (1) existing contingent fee agreements between corn producer clients and th eir attorneys and (2) joint prosecution agreements between various attorneys. In terms of apportionment between the pools, after weighing the contributions of the attorneys in the various fora and the work done by the IRPAs, the district court allocated (1) 49% of the to tal fee award to the Kansas Common Benefit Pool; (2) 23.5% to the Minnesota Common Benefit Pool; (3) 15.5% to the Illinois Common Benefit Pool; and (4) 12% to the IRPA pool. 9

9 These percentages were slightly different from those originally recommended by the special master in he r report and recommendation, to which a number of firms objected. Specifically, th e special master originally recommended (1) 50% for the Kansas Common Benefit Pool; (2) 24% for th e Minnesota Common Benefit Pool; (3) 16% for the Illinois Co mmon Benefit Pool; and (4) 10% for the IRPA Pool. In recognition of the substantia l time put in by the IRPAs, the district court increased the portion of the total allocat ed to IRPAs and, by extension, slightly decreased the portion allocate d to the other pools. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1011 2. Allocation Within the Common Benefit Pools After the issuance of th e December 2018 Fee Allocation Order, the next question was how to allocate each pool’s share of the $503 million within that pool

. For example, the 49% of the $50 3 million award—which totaled to $246,633,333.33—had to be allocated among the various firms in the Kansas Common Benefit Pool. To do this, the distri ct court (which was located in Kansas) would allocate the funds in the Kansas Co mmon Benefit Pool. C ourts in Minnesota and Illinois would recommend how to allo cate the funds in the Minnesota Common Benefit Pool and the Illinois Common Benefi t Pool, respectively, and the district court would give great deference to t hose recommendations—though it retained the official power to allocate fees in those pools. As discussed below, the district court issued se parate orders allocating attorneys’ fees within the Kansas Common Benefit Pool, the Minnesota Common Benefit Pool, and the Illinois Common Benefit Pool. Additi onally, the district court entered an order making awards of expenses. Importantly, though, the district court did not actually disburse a ny of the funds it awarded in these orders; the awarded funds remained in escrow afte r the awards were made. With respect to the Kansas Common Benef it Pool, the district court issued an order on March 20, 2019 (“the March 2019 Kansas Pool Order”) accepting a recommended system of allocation prep ared by Kansas Co-Lead Counsel. See Jt. App., Vol. XXV, at 5859 (Dist. Ct. Order on Kan. Pool Allocation, filed Mar. 20, 2019). Two firms immediatel y filed notices of appeal of the March 2019 Kansas Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1112 Pool Order. Specifically, Watts Guerra and another group of firms led by Weller, Green, Toups & Terrell, LLP, and Richard L. Coffman, P.C. (“Toups/Coffman”) filed notices of appeal with respect to this order. 10 Additionally, a number of other firms, including Hossley-Embry, named the March 201 9 Kansas Pool Order as one of the orders they were challenging in later-filed notices of appeal . Notably, some of these firms recognized that these notices of a ppeal might be premature because a final judgment had not yet been issued. For example, Watts Guerra noted that it “recognize[d] that this notice of appeal may be premature . . . [because] the district court’s fee allocation likely is not final for purposes of appeal, at least until the district court has issued or ders concerning the allocation of the Kansas, Illinois, and Minnesota common-benefit pools.” Jt. App., Vol. XXVIII, at 6449–50 (Watts Guerra’s Notice of Appeal, filed Apr. 19, 2019). With respect to the Minnesota Comm on Benefit Pool, the Minnesota state court issued an order on May 29, 2019, that recommended the adoption of (with some modifications) the allocation methodology presen ted by Minnesota Co-Lead Counsel. In an order dated July 16, 2019 (“the July 2019 Minnesota Pool Order”), the district court adopted this approach over the objections of several firms, including Byrd/Shields. See Jt. App., Vol. XXIX, at 6864–65 (Dist. Ct. Order on Minn. Pool

10 Both Toups/Coffman and Watts Gue rra also raised challenges to the earlier December 2018 Fee Allocation Order in their notices of appeal. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1213 Allocation, filed July 16, 2019). Byrd/Shi elds, among others, file d a notice of appeal with respect to the July 2019 Minnesota Pool Order. 11 With respect to the Illinois Common Bene fit Pool, the federal court in Illinois issued its recommended alloca tion in August 2019. In an order issued on November 19, 2019 (“the November 2019 Illinois Pool Or der”), the district court adopted this approach over the objecti ons of multiple firms. See Jt. App., Vol. XXXII, at 7434– 35 (Dist. Ct. Order on Ill. Pool Allocation, filed Nov. 19, 2019). Several firms, including Watts Guerra and Toups/Coffman, fi led notices of appeal with respect to this order. In July 2019, the district court issu ed an order (“the July 2019 Expense Order”) that—over the objection of Byrd /Shields—adopted the special master’s report and recommendation con cerning expense awards. See Jt. App., Vol. XXIX, at 6889 (Dist. Ct. Order on Expe nses, filed July 19, 2019). Byrd/Shields filed a notice of appeal challenging this order. 12

11 Byrd/Shields’s notice of appeal also challenged the December 2018 Fee Allocation Order and the March 2019 Kansas Pool Order.

12 Long after the relevant orders had issued, the Objecting Firms moved for reconsideration of the district cour t’s December 2018 Fee Allocation Order and its July 2019 Minnesota Pool Order. But th e district court deni ed this request, concluding that (1) it lacked jurisdiction to consider th e motion for reconsideration because the orders at issue ha d since been appealed , (2) even if the district court had jurisdiction, it would deny the motions as un timely, and (3) the motions also failed on their merits. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1314 We refer to the appeals taken from th ese orders—as well as appeals from the district court’s December 2018 Fee A llocation Order and the December 2018 Aggregate Fee Order—as th e “Fee Allocation Appeals.” 13 3. Early History of the Fee Allocation Appeals Initially, we abated the F ee Allocation Appeals. Ho wever, we lifted the abatement on March 11, 2020—a fter expenses had been a llocated and fees had been allocated from the Kansas Common Bene fit Pool, the Minnesota Common Benefit Pool, and the Illinois Common Benefit Pool. After receiving copious briefs from the parties, we held oral argument a year later, on March 10, 2021.
C. The Watts Guerra Settlement Agreement As noted above, Watts Guerra, a Minneso ta law firm that was heavily involved in the litigation, was an appe llant in the Fee Allocation A ppeals. While these appeals were pending, and after months of negotia tions moderated by the Tenth Circuit Chief Mediator, Watts Guerra and the Appellee Parties—the firms in the litigation who were not appealing any orders (with the exception of continge nt cross-appeals), see
supra note 1—reached an agreement to end the litigation over Watts Guerra’s fees.
See Jt. Mot. for Indicative Ruling, No. 2:14- md-02591-JWL, ECF No. 4485, at *4 (D. Kan., filed Nov. 3, 2020). The settlement between the parties was memorialized in the Watts Guerra Set tlement Agreement. See Watts Guerra Settlement Agreement,

13 The Fee Allocation Appeals include d Nos. 19-3008, 19-3022, 19-3032, 19-3079, 19-3174, 19-3175, 19-3176, 19- 3178, 19-3279, 19-3280, 19-3284, and 20-3002. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1415 Ex. A. to Jt. Mot. for Indicative Ruling, No. 2:14-md-02591-JWL, ECF No. 4485-1, at *1–2 (D. Kan., filed Nov. 3, 2020). The Watts Guerra Settlement Agreemen t contemplated the modification of some of the attorney fees’ apportionment that had been made in the December 2018 Fee Allocation Order, the March 2019 Kansas Pool Order, the July 2019 Minnesota Pool Order, and the November 2019 Illinois Pool Order. Specifically, in exchange for the release of its clai ms, Watts Guerra would rece ive an additional $7 million “from the Appellee Parties’ sh are of the Aggregate Fee Awa rd to be paid to Watts [Guerra] from the Appellee Pa rties’ fees awarded from the Kansas, Minnesota, and Illinois Common Benefit Pool s.” Watts Guerra Settlement Agreement, ECF No. 4485-1, at *2. 14 The Watts Guerra Settlement Agreement defined the “Appellee Parties” as (1) Patrick Stueve on behalf of himself and all firms that we re receiving fees from the Kansas Common Benefit Pool, except those firms who were appealing the district court’s fee allocation orders; (2) Daniel Gustafson on behalf of himself and all firms that were receiving fees from the Minne sota Common Benefit Pool, except Watts Guerra and those firms who were appealing the district court’s fee allocation orders; and (3) Lew Garrison on behalf of hi mself and Henninger Garrison Davis LLC,

14 Originally, the Watts Guerra Set tlement Agreement provided that Watts Guerra would receive an additional $7.5 million from the Appell ee Parties. The settling parties later amended this amount to be $7,048,667, which is the $7 million amount that we discuss here. The Watts Gu erra Settlement Agreement also provided that a sum from a separate settlement, the Mensik Settlement, would be transferred to Watts Guerra. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1516 which received funds from the Illinois Common Benefit Pool. See id. at *1–2. Thus, the additional $7 million to be added to Watts Guerra’s shar e of the $503 million would be funded by decreases in the am ount received by many other firms in the common benefit pool except those firms that were appea ling the district court’s fee allocation orders— viz. , Toups/Coffman, Hossley-Emb ry, and Byrd/Shields, among others. With respect to th e latter firms, their portions of the $503 million would be unchanged. Watts Guerra would be responsible for distributing the $7 million fee increase to firms in the sub-group with which it had litigated. Moreover, [f]or purposes of dividing the Fee Increase among members of the Watts Guerra Group, Watts [Guerra] shall treat the Fe e Increase as if it were an award from the IR PA Pool; in other words, Watts [Guerra] shall have the same right s and obligations to the Watts Guerra Group with respect to th e Fee Increase as Watts [Guerra] already has with respect to its an ticipated IRPA Pool award, for which it petitioned on behalf of itse lf and the entire Watts Guerra Group. Id. at *3. Thus, although the $7 million woul d not actually become part of the IRPA Pool, it would be treated as if it had been for purposes of distribution. In other words, the $7 million reallocat ed to Watts Guerra woul d be distributed by Watts Guerra to the other firms in the Watts Guerra Group in th e same fashion that a lump sum award from the IRPA Pool to Wa tts Guerra would be distributed. 15

15 Distributing a lump sum award to their associated firms was one of the responsibilities of the law fi rms, including Watts Guerra, who sought an award from the IRPA Pool. In a report and recommenda tion issued by the special master—which was later accepted by the district court— the special master observed that “many IRPA Submissions were made by one IRPA Submitting Firm on behalf of itself and Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1617 Several other aspects of the Watts Guerra Settlement Agreement bear mentioning. First , the Watts Guerra Sett lement Agreement provided that “Interested Parties” would have the opportunity to object. See id. at *6. The Watts Guerra Settlement Agreement defined “Interested Parties” as, in relevant part, “any . . . person or entity with a purported interest in the Aggregate Fee Award [of $503 million], Expense Award, or Fee Allocation Orders.” Id. at *2. Thus, among others, Toups/Coffman, Hossley-Embry, and Byrd/Shi elds qualify as “Inter ested Parties.” Second , with respect to inte rest on the fee and expense awards, the Watts Guerra Settlement Agreement provided: The Settling Parties agree that any ear ned interest they believe they are entitled to on their fee or expense awards under the [$503 million] Aggregate Fee Award may be used by the Appellee Parties to resolve the appeals, and they agree that if any earned interest remains after the Appellee Par ties exhaust all settlement discussions in connection with th e Appeals, such earned interest shall be allocated as determined by the MDL Court [i.e., the district court] following briefing by the Parties.

other associated law firms,” so there were many instances in which one firm would be responsible for distributing portions of their slice of the IRPA Pool to other firms. See Suppl. Jt. App., Vol. I, at 54 (Special Master’s R&R on IRPA Pool Allocation, filed May 14, 2021). The special master thus recommended requiring each group of firms to certify in writing that they had reached agre ement on how their portion of the IRPA pool would be divi ded within that group. See id. (“Each IRPA Submitting Firm and their co-counsel . . . must certif y in writing . . . that they have reached agreement regarding the appropr iate allocation of the IRPA award with all co-counsel and/or referring counsel on whose behalf the IRPA Submitting Firm made IRPA Submissions.”). And in Watts Guerra’s re vised petition for an award from the IRPA pool, it noted that “the Court should cal culate and make a si ngle award to Watts Guerra itself—with Watts Gu erra responsible for divi ding that award among itself and its associate couns el consistent with fee-shari ng provisions in the underlying fee agreements.” Revised Pet. for IRPA Pool Award by Watts Guerra LLP, No. 2:14- md-02591-JWL, ECF No. 4116, at *3 (D. Kan., filed Mar. 4, 2019). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1718 Id. at *2. Third , the Watts Guerra Se ttlement Agreement included a “most favored nation clause.” Pursuant to this clause, the Appellee Pa rties—which, again, did not include Toups/Coffman, Hossley-Embry, or Byrd/Shields—agreed not to resolve any of the other pending appeals for “an amount e qual to or greater than the [$7 million] Fee Increase, provided that, where multip le appeals were filed by the same appellant(s), such appeals shall be treated as ‘one’ appeal.” Id. at *3. These pending appeals included, inter alia , appeals of the December 20 18 Fee Allocation Order, the March 2019 Kansas Pool Order, the Ju ly 2019 Minnesota Pool Order, and the November 2019 Illinois Pool Order file d by Toups/Coffman, Hossley-Embry, and Byrd/Shields. See id. at *3 n.3. Fourth , because the IRPA Pool allocation was still pending, the Watts Guerra Settlement Agreement provided that “[a]ll Pa rties” would be “entitled to pursue their pending petitions for an awar d from the IRPA Pool.” Id. at *3. This included the right to appeal any IRPA Pool allocation or ders, “provided that no Party is entitled to argue that the aggregate IRPA Pool should be increased or reduced, or otherwise for reversal or modification of the [District] Court’s prior Fee Allocation Orders.” Id. The Watts Guerra Settlement Agreemen t was subject to several conditions precedent, including that the Appellee Partie s must receive authorization from their own firms, Interested Parties must have an opportunity to obj ect, and the district court must agree to a pprove the agreement. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1819 D. The District Court’s Approval of the Watts Guerra Settlement Agreement 1. The Request for an Indicative Ruling Recognizing that the district court lacked jurisdiction to modi fy its earlier fee allocation orders because t hose orders had been appeal ed (and cross-appealed) by various firms, Watts Guerra and the Appe llee Parties moved for an indicative ruling pursuant to Federal Rule of Civil Procedure 62.1. 16 Specifically, they requested that the district court make “an indicative ruling that the [Dis trict] Court would approve the modifications to the fee allocation orders requested pursuant to the settlement, upon remand from the Tenth Circuit for that purpose.” Jt. Mot. for an Indicative Ruling, ECF No. 4485, at *2. According to the movants, they “request[ed] these modifications to resolve thei r dispute, to avoid additiona l expense and delay, and in furtherance of judicial economy.” Id. at *8. Watts Guerra and the Join t Appellees requested th at “the Fee Allocation Orders be modified to increas e the award of attorneys’ fees to Watts Guerra by a total of $7,048,667.” Id. at *5. The motion described in detail how Watts Guerra’s fee increase would be funded: The Fee Increase shall be funded by a proposed reduction of the Kansas Pool, the Minnesota P ool, and the [Heninger Garrison Davis] fee award from the Illinois Pool in the following manner:

16 According to Federal Rule of Ci vil Procedure 62.1(a), “[i]f a timely motion is made for relief that the court lack s authority to grant b ecause of an appeal that has been docketed and is pending, the court may” defer cons idering the motion, deny the motion, or “state eith er that it would grant the mo tion if the court of appeals remands for that purpose or that the motion raises a subs tantial issue.” And “[t]he district court may decide the motion if the court of appeal s remands for that purpose.” F ED

. R. C IV

. P. 62.1(c). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 1920 (1) The Kansas Pool shall be reduced by $2,966,333.67, with corresponding pro rata reductions to each of the Kansas Firms (which by definition excludes the law firms awarded fees from the Kansas Allocation that have app ealed the Court’ s Fee Allocation Orders[] . . .). (2) The Minne sota Pool shall be reduced by $1,582,333.33, with corresponding pro rata reductions to each of the Minnesota Firms (which by de finition excludes Watts Guerra and the Watts Guerra Group as well as all other firms awarded fees from the Minnesota Allocation th at appealed the Court’s Fee Allocation Orders[] . . .). And, (3) the [Heninger Garrison Davis] fee award from the Illinois Pool shall be reduced by $2,500,00.00, with the Illinois Pool reduced by that same amount to account for this reduction in the [Heninge r Garrison Davis] fee award. Id. at *5–6. The movants repeatedly obser ved that the proposed modification would not impact the share of the funds received by the firms who were otherwise appealing the district court’s orders, includi ng Toups/Coffman, Hossley-Embry, and Byrd/Shields. See id. at *6 (“The Settling Parties pr opose no reductions to any firm that has appealed the Fee A llocation Orders . . . .”); id. at *8–9 (“[T]he modification would make no changes to the fee awards to the other fi rms who have appealed the fee allocation. The Fee Incr ease thus does not impact th e other law firms that have appealed the Fee Allocation Orders.”). Byrd/Shields and Hossley-Embry—which, ag ain, we will at times refer to as the Objecting Firms—filed a response in opposition to the motion for an indicative ruling. See Byrd/Shields’s and Hossley-Embry’s Am. Objs. & Suggestions in Opp’n to the Jt. Mot. for Indicative Ruling, No . 2:14-md-02591-JWL, ECF No. 4492, at *1 (D. Kan, filed Nov. 18, 2020). According to the Objecting Firms, Watts Guerra and the Appellee Parties “reach ed a private settlement ag reement to divvy up the aggregate attorneys’ fee awar d and ask this Court to bl ess the private agreement by Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2021 ordering money be shaved from each of the three jurisdictional pools and that money handed over to Watts Guerra,” and the Objecting Firms ur ged the district court to “decline this invitation.” Id. at *2. Primarily, the Object ing Firms argued that (1) the Settlement Agreement would in fact generate additional litigation; (2) the request for modification of the district court’s fee or ders showed that th e original four-pool allocation was unreasonable; (3) the reque st for modification evinced backroomdealing that was a reason to set aside the earlier fee allocation orders; and (4) if it approved the Watts Guerra Settlement Ag reement, the district court would be shirking its responsibility to cl osely scrutinize the fee award. In reply, Watts Guerra and the Appell ee Parties argued that the Watts Guerra Settlement Agreement “has no financial impact on the fees [Byrd/Shields and Hossley-Embry] will rece ive,” and that, as a result, those firms lacked standing to object. Reply in Support of Jt. Mot. fo r Indicative Ruling, No. 2:14-md-02591-JWL, ECF No. 4496, at *1–4 (D. Kan., filed Nov. 19, 2020) (citing Tennille v. W. Union
Co. , 809 F.3d 555, 560 (10th Cir. 2015)). Additionally, Watts Guerra and the Appellee Parties disputed the way that By rd/Shields and Hossley-Embry had framed the settlement, noting that the agreement “d[id] not request—and cannot support— reconsideration of the entirety of . . . [the] award of attorneys’ fees.” Id. at *2. And they argued that Byrd/Shields and Hossley -Embry had not provide d adequate reasons for the district court to reject the settlement. The district court held a hearing on the motion for an indicative ruling on December 11, 2020. See Minute Entry, No. 2:14-md-0 2591-JWL, ECF No. 4521 (D. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2122 Kan., entered Dec. 11, 2020). At the hearing, the district court no ted its reluctance to grant the motion for an indicative ruling, r easoning that if the settling parties were requesting an actual reshuffling of the fee allocation award, the district court would decline to do so because “t he fee award was the result of a thorough and careful process,” the award “was fair and reasonable, ” and “[n]o basis has been presented . . . by the movants here to find otherwise, and to modify the fee order that was predicated on that finding.” Tr. of Mo t. Hr’g, No. 2:14-md-02591-JWL, ECF No. 4526, at *5:6–10 (D. Kan., dated Dec. 11, 20 20). But, on the other hand, the district court noted, if this was simply a matter of “the parties want[i ng] to resolve their differences by a payment to Watts Guerra,” the district court did not object and “nothing in the rules . . . w ould require court approval fo r such a settle ment of the appeal.” Id. at *5:11–15. The district court then heard from the Appellee Parties, w ho noted that they “[we]re not in any way seeking to modify the court’s prior finding[s]” regarding the fee award. Id. at *5:19–20; see also id. at *6:16–17 (“[W]e trie d to make clear in our motion, we were not seeking in any way to call into question th e appropriateness of [the original fee allocation].” ). But even though they were not seeking to actually modify the prior fee allocation orders, the Appellee Parties and Watts Guerra wanted to seek the district court’s approval of the Watts Guerra Se ttlement Agreement. Although their reasons for doing so are not en tirely pellucid, the r easons appeared to be that (1) they believed it was required by Federal Rule of Civi l Procedure 23(h); (2) the Settlement Agreement i nvolved the entire Watts Gue rra group; (3) the standpoint Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2223 of comity weighed in favor of it because some funds were be ing moved around; and (4) the parties wanted an enforceable settle ment agreement. When the district court inquired as to whether it would be required to make findings of fact and conclusions of law pursuant to Rule 23(h), the Appelle e Parties responded that those findings would be that “judicial efficiency” and “pub lic policy” weighed in favor of resolving Watts Guerra’s pending appeals by settlement. Id. at *7:14–25. 2. The December 2020 Indicative Ruling On December 14, 2020, the district c ourt entered an order (“the December 2020 Indicative Ruling”) overruling the Obj ecting Firms’ objections, granting the motion for an indicative ruling, and notin g that “[u]pon limited remand by the Tenth Circuit, the Court will issu e an order as proposed by m ovants.” Dist. Ct. Mem. & Order, No. 2:14-md-02591-JWL, ECF No. 4524, at *1 (D. Ka n., filed Dec. 14, 2020). The district court reasoned that “[c]ourts al ways favor the settlement of disputes,” and the Watts Guerra Settlement Agreem ent improves judicial economy because it will “effectuate the resolution of all appeals involving Watts [Guerra].” Id. at *3. It further noted that no party that would be actually affected opposed the Watts Guerra Settlement Agreement. The district court took pains to clar ify, though, that it was not making a substantive modification to its prior fee allocation orders: The Court makes clear that, by th is ruling and by its subsequent order after remand, it is not modifying or recons idering its findings and conclusions regarding the reas onableness and propriety of the method and amounts of [t he] Court’s previous allocation of fees among the four pools or its previ ous awards of fees from those Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2324 pools. Movants have not chal lenged the reasonableness of the prior allocation and awards, and th e Court reaffirms those findings and conclusions. By these pres ent actions, the Court is only intending to modify its prior orde rs to the extent necessary to change the eventual distribution of money from the attorney fee fund to particular law firms to give effect to the settlement agreement between Watts [Guerra] and the other parties to the contract. The Court is not intendi ng to affect in any way its prior awards to firms who are prosec uting appeals from the Court’s allocation and award orders. Id. at *3–4. The district cour t reiterated its doubt that it even needed to modify the orders for the Watts Guerra Settlement Agr eement to be consumma ted, because, after all, “the other parties could simply agree to make payments to Watts [Guerra] after they receive their fe e awards from the common benefit pools.” Id. at *4. But the district court noted that it was persuaded that “the reque sted rulings would serve the interests of judicial economy” because “by altering at the front end the amounts distributed by the appointed administrator ov erseeing the attorney fee fund, the Court will allow the agreed redistribution of fees to be acco mplished in the most efficient manner, while decreasing the likelihood of la ter delays or disputes concerning the payments.” Id. The district court overruled Byrd/Shields ’s and Hossley-Embry’s objections to the Settlement Agreement. Th e district court first conclude d that those firms “are not included in the agreement . . . and their fee awards would no t be affected in any way; therefore, objectors have no interest in this issue, and thus th ey lack standing to oppose the requested approva l and modifications.” Id. at *2 (citing Tennille , 809 F.3d at 560). Additionally, the district court disagreed that the Watts Guerra Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2425 Settlement Agreement called into question the reasonableness of the prior fee allocation orders, observing that the “[m]ovan ts have not argued th at the prior orders were unreasonable or incorrect, and it is clear that the modificati ons to those orders are requested only to effectuate the settlement with Watts [Guerra].” Id. at *2–3. 3. The January 2021 Settlement Order In the wake of the December 2020 Indi cative Ruling, Watts Guerra and the Joint Appellees filed a motion in this Court requesting a limited remand so that the district court coul d approve the settlement agreement. The Objecting Firms and Toups/Coffman filed responses opposing the request for a limited remand. The Objecting Firm s also bootstrapped to their response a request to resolve all of the pending Fee Allocation Appeals and vacate all of the relevant fee allocation orders . In reply, the movants c ontended that the Objecting Firms lacked standing to object and that they raised no actua l argument against a limited remand (or against approval of the Watts Guerra Settlem ent Agreement). In a summary order, we granted the movants’ request a nd remanded all of Watts Guerra’s pending appeals to the dist rict court “for the limited purpose of entering an order approving the settlement agreement between the Movants.” Order, Nos. 19-3008 et al., at *1 (10t h Cir., filed Jan. 4, 2021). We also denied the requests made by the Objecting Firms to vacate all of the fee a llocation orders. On the following day, January 5, 2021, th e district court issued an order (“the January 2021 Settlement Order”) approving th e Watts Guerra Settl ement Agreement.
See Suppl. Jt. App., Vol. I, at 4 (Dist. Ct. Order Approving the Watts Guerra Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2526 Settlement Agreement, filed Jan. 5, 2021). The district court’s order noted that it “effects modification” of the December 2018 Fee Allocation Order, the March 2019 Kansas Pool Order, the July 2019 Minnes ota Pool Order, and the November 2019 Illinois Pool Order in the limited manne r set forth in the December 2020 Indicative Ruling. Id. at 5. Much of the January 2021 Settlement Or der tracked the earlier December 2020 Indicative Ruling word-for-word. As an example, the distri ct court again reiterated that it was not substantively modifying its earlier fe e allocation orders. See id. at 4 n.1 (“The Court reiterates th at by this ruling it is not modifying or reconsidering its findings and conclusions regarding the r easonableness and propriety of the method and amounts of [the] Court’s previous allo cation of fees among th e four pools or its previous awards of fees from those pools, and that the Court, for the sake of efficiency, is only intending to modify its prior orders to the extent necessary to change the eventual distribution of money fr om the attorney fee fund to particular law firms to give effect to the settlement agreement.”).
D. The District Court’s Disbursement of Funds 1. The Request for Disbursement of Funds While the motion for an indicative ru ling was pending, Watts Guerra and Settlement Class Counsel file d a motion requesti ng disbursement of most of the $503 million attorneys’ fees award. See Mot. for Disbursement of Funds, No. 2:14-md02591-JWL, ECF No. 4497, at *1, *5 (D. Kan ., filed Nov. 20, 2020). Specifically, the movants requested that the court di sburse, minus a $30 million holdback, the Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2627 amounts awarded to the recipi ent firms in the March 2019 Kansas Pool Order, the July 2019 Minnesota Pool Order, and the N ovember 2019 Illinois Pool Order. Under the proposed disbursement, $30 million of the awards made in those orders would remain held back in escrow. Accordi ng to the movants, this $30 million holdback was “more than any legitimate estimate of what” the parties challenging the various fee allocation orders—including the Obj ecting Firms and Toups/Coffman—“[we]re seeking through their appeals.” Id. at *4. This holdback seems to have been proposed with the goal of streamlining the reallocation process in case any of those parties prevailed on appeal. All of the la w firms involved in th e attorneys’ fees dispute would receive the monies awarded to them by the fee allocation orders, including the Objecting Firms. The request ed disbursement also included the amount awarded in the July 2019 Ex pense Order, though it did not include the funds allocated to the IRPA Pool, which had not yet been awarded to specific firms. 17 The disbursement request was contingent on approva l of the Watts Guerra Settlement Agreement and the resulting modi fications to the ea rlier fee allocation orders. See id. at *2 (“Subject to and provided the Court grants the requested modifications pursuant to [the Watts Guerra ] settlement agreement, Settlement Class Counsel now seek an order for disbursement . . . .”). Thus, if th e motion to disburse was granted, the funds would be disbursed in a manner that comported with the Watts

17 The movants did request that when the IRPA pool was awarded, the funds be disbursed within two weeks. U ltimately, the district court denied this request without prejudice. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2728 Guerra Settlement Agreement. See id. at *5 (requesting that “t he fees be distributed in accordance with [the dist rict court’s] Comm on Benefit Fee Award s, as modified by the proposed order approving the settlem ent with Watts Guerra, reduced pro rata to account for the $30 million holdback”). All told, the requested disbursement amounted to $412,714,426.35—about eighty- two percent of the $503 million—along with an additional $31 million in expenses. 2. The Objecting Firms’ Opposition The Objecting Firms, as we ll as Toups/Coffman, opp osed the distribution of any funds while their appeals of the fee al location orders were pending. Initially, their briefing focused on the difficulty of cl awing back the distri buted funds if they or the other firms were to prevail on their appeals of the fee allo cation orders. After the district court issued the December 2020 Indicative Ruling, the Objecting Firms escalated their opposition to the request for disbursement. In a ddition to requesting either supplemental briefing or a heari ng on whether the district court lacked jurisdiction, the Objecting Firms asked the district court to issue an order “staying any ruling [on] the Motion for Disbursement of Funds . . . until the Tenth Circuit Court of Appeals has issued a mandate in the appeals taken from this Court’s Orders allocating attorneys’ fees a nd expenses.” Jt. Mot. to Stay, No. 2:14-md-02591-JWL, ECF No. 4535, at *1 (D. Kan, filed Dec. 18, 2020). In support of their motion to stay, the Objecting Firms argued that the requested disbursement woul d include the changes to the fee allocation orders implemented by the Watts Guerra Settlem ent Agreement and that these changes Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2829 “reallocate $7 million by taking it away fr om the three common benefit pools and putting it into the IRPA fund, but [the distri ct court] will not allow all IRPAs to share in the now $67 million IRPA pool.” Id. at *11; see also id. at *12 (“This ‘reshuffling’ of money among the four pools and giving Watts [Guerra] a dedicated bonus of $7 million from the money shav ed from the other three pools financially harms [the Objecting Firms] because, if the IRPA fund was underfunded by $7 million, that money should be put into the IRPA fund for all IRPA to share pro rata, including the Movants, and not for the exclus ive benefit of Watts Guerra, particularly where this Court has stated it will not ma ke any findings or c onclusions to justify such a windfall to Watts Gue rra.”). They further argued that the disbursement would disburse funds that had been improperly re allocated between the various pools by the Watts Guerra Settlement Agreem ent and that the district court had failed to make findings of fact or conclusions of law. 18
The district court denied the motion to stay—as well as the request for supplemental briefing and a hearing—in an order issued on December 31, 2020. See Dist. Ct. Mem. & Order, No. 2:14-md-02 591-JWL, ECF No. 4546, at *1 (D. Kan., filed Dec. 31, 2020). It noted that there w ould be no utility in granting a stay because the relief sought in the moti on to stay was also what th e Objecting Firms “s[ought] in

18 Additionally, Byrd/Shields and Ho ssley-Embry filed a motion in this Court requesting that we enjoin the di strict court from granting the motion for disbursement. See Mot. to Enjoin the Di st. Ct., Nos. 19-3008 et al., at *1 (10th Cir., filed Dec. 16, 2020). We denied that motion. See Order, Nos. 19-3008 et al., at *1 (10th Cir., filed Ja n. 6, 2021). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 2930 opposing the motion for disbur sement,” and the district court would consider the arguments made by the Objecting Firms in support of their motion to stay when it ruled on the merits of the motion to disburse. Id. at *4. 3. The January 2021 Disbursement Orders On January 12, 2021, the District Court issued a pair of orders (“the January 2021 Disbursement Orders”) granting the motion to disbur se the funds and ordering the funds to be immediately made available to the various firms. See Suppl. Jt. App., Vol. I, at 9–22 (Dist. Ct. Me m. & Order, filed Jan. 12, 2021); id . at 23–24 (Dist. Ct. Order Granting Mot. for Disbur sement of Funds, filed Jan. 12, 2021). In the more substantive of the two orders, the dist rict court—after concluding that it had jurisdiction to disburse th e funds—provided its reasons for granting the motion to disburse. The district court rejected th e Objecting Firms’ argument that the money would be too difficult to claw back—large ly because of the $30 million that was held back in escrow—and noted that, as a matter of course, fees we re often disbursed when appeals of the fee awards were pending. In the more substantive order, the dist rict court also reje cted the Objecting Firms’ “many arguments relating to the Watts Guerra settlem ent and the Court’s orders concerning th at settlement.” Id . at 18. In particular, the district court concluded that it did not violate Rule 23(h) in approv ing the Watts Guerra Settlement Agreement because “the Court did not distur b its [prior] fee awards, but rather it altered the eventual distribution of those awards by the administrator to effect the Watts Guerra settlement, for the sake of efficiency,” so additional findings of fact Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3031 and conclusions of law under Ru le 23(h) were not required. Id. at 19; see also id. (reiterating that “[t]he Cour t did not make any substantiv e modification of its prior fee awards”). 19 Additionally, the district court re jected the argumen t that the Watts Guerra Settlement Agreement had added funds to the IRPA Pool that the Objecting Firms would not be allowed to shar e in. Specifically , it concluded: Shields argues that the agreemen t sanctioned by the Court adds $7 million to the IRPA pool, but that only Watts Guerra may receive that amount, with other firms deni ed the opportunity to share in that addition to the pool. That argument is frivolous, based on a blatant misreading of the agreem ent. The agreement and the Court’s orders make clear that the only modifications are to the common benefit pools, not the IR PA pool, and the agreement provides that Watts Guerra sh all treat the ad ditional funds as if they had come from the IRPA pool for the purpose of distributing those fund [ s ] to associated counsel

. Id at 19–20

. 20 In the second, summary order, the district c ourt ordered the immediate disbursement of the funds by Settlement Class Counsel.

19 In its earlier order denying the Ob jecting Firms’ request for a stay, the district court foreshadowed this conclusion, noting that “Shields appears to have willfully misrepresented what the Court did in the indicative ruling. The Court made clear in that ruling that it was not dist urbing its findings regarding the reasonable allocations and awards of attorney fees . . . and that it was merely agreeing to alter the distribution of fees . . . in accordance with the private settle ment agreement for the sake of efficiency.” Dist. Ct. Me m. & Order, ECF No. 4546, at *5 n.5.

20 The district court also rejected an argument advanced by the Objecting Firms that a letter sent to one of their compone nt firms showed that all firms were being forced to fund the Watts Guerra Set tlement Agreement, regardless of whether they were a party to that ag reement. Specifica lly, the district court noted that the letter was concededly sent in error, and its sending di d not indicate that non-parties to the Watts Guerra Settlement Agreemen t would be financially impacted. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3132 Shortly thereafter, Byrd/Shields and Ho ssley-Embry filed amended notices of appeal challenging the January 2021 Se ttlement Order and the January 2021 Disbursement Orders. Their appeals were docketed as No. 21- 3021 and No. 21-3022, respectively. Additionally, Toups/Coffman amended earlie r notices of appeal to include challenges to the January 2021 Settlement Order and the January 2021 Disbursement Orders. Their appeal was docketed as No. 21-3020. E. Early History of the Watts Guerra Settlement Appeals After the Watts Guerra Se ttlement Appeals were docketed, Watts Guerra and Settlement Class Counsel moved to dismiss these appeals. See Watts Guerra’s Mot. to Dismiss, Nos. 21-3021 et al., at *1 (10th Cir., file d Feb. 17, 2021); Settlement Class Counsel’s Mot. to Dismiss, Nos. 21-302 1 et al., at *1 (10th Cir., filed Feb. 17, 2021). These motions remain pending. As explained in more detail below, Watts Guerra’s motion primarily argues that the Objecting Firms lack standing to appeal the January 2021 Settlement Order in which the district court approved the Wa tts Guerra Settlement Agreement. And in their motion to dismiss, Settlement Class Counsel (1) joined Wa tts Guerra’s standing argument; (2) argued that the Objecting Firms lack standing to ob ject to the January 2021 Disbursement Orders; a nd (3) argued that even if the Objecting Firms had standing, their challenge to the January 20 21 Disbursement Orders would necessarily be mooted by resolution of the Fee Allo cation Appeals, so the Watts Guerra Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3233 Settlement Appeals should be abated. 21 Heninger Garrison Davis, LLC, one of the leadership firms from Illinoi s and one of the Appellee Pa rties, filed a response in support of the motions to dismiss. The Objecting Firms opposed the motions to dismiss, arguing, inter alia , that their “interest in the amount of attorneys’ fees they receive confer[s] Article III standing to challenge the District Court’ s fee-allocation proce ss and its results,” including the January 2021 Settlement Orde r and the January 2021 Disbursement Orders. Jt. Suggestions in O pp’n to Aplees.’ Mots. to Di smiss, Nos. 21-3021 et al., at *9 (10th Cir., file d Mar. 3, 2021). Without resolving the motions to dism iss, we abated the Watts Guerra Settlement Appeals pending furthe r order of this Court. See Order, Nos. 21-3021 et al., at *2 (10th Cir., filed Mar. 5, 2021). We required that “[w]ithin 5 days of a decision in the fee allocation appeals or any other development that affects the abatement of these appeals, the appellants shall file a written report(s) addressing the impact of the decision or other development on these appeals.” Id. (bold typeface omitted). F. The IRPA Pool Allocation Appeal s and the Contingent Cross-Appeal Not long after we abated the Watts Gu erra Settlement Appeals, and while the original Fee Allocation Appeal s were still pending, the di strict court allocated the

21 Settlement Class Counsel also moved to dismiss Toups/Coffman’s separate appeal, No. 21-3020, but that appeal has since been resolved. See infra note 24. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3334 funds within the IRPA pool. Specifically, the district court issued an order on June 4, 2021 (“the June 2021 IRPA Po ol Allocation Order”) that adopted an earlier report and recommendation filed by the special mast er and awarded $60 million within the IRPA Pool. See Suppl. Jt. App., Vol. XIII, at 3561 –3570 (Dist. Ct. Mem. & Order on IRPA Pool Allocation, fi led June 4, 2021). A number of firms, including Byrd/Shi elds and Hossley-Embry, filed notices of appeal challenging the June 2021 IRPA Pool Allocation Order. Their appeals were docketed as No. 21-3111 and No. 21-3110, respectively, and we refer to these as the IRPA Pool Allocation Appeals. A dditionally, Kansas Co-L ead Counsel filed a “conditional or contingent cross-appeal” of the June 2021 IRPA Pool Allocation Order, which was dockete d as No. 21-3121. After the IRPA Pool Allocation App eals were filed, Watts Guerra and Settlement Class Counsel separately move d to dismiss the appeals filed by the Objecting Firms. 22 Before the Objecting Firms could respond to the motions to dismiss, we issued an order procedurally consolidating the Watt s Guerra Settlement Appeals and the IRPA Pool Allocation App eals and noting that any challenges to the January 2021 Settlement Order or the Ja nuary 2021 Disburseme nt Orders “shall remain abated.” Order, Nos. 21-3111 et al., at *2 (10th Cir ., filed July 1, 2021). We subsequently issued an order providing that “[a]ny challenges to the district court’s

22 Settlement Class Counsel also sought to dismiss a separate appeal filed by Toups/Coffman, No. 21-3106, but that appeal has since been resolved. See infra note 24. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3435 allocation of the IRPA pool itself will be addressed in” the IRPA Pool Allocation Appeals, and that “briefing as to the mer its of the IRPA pool allocation is hereby abated pending further order of this [C]our t.” Order, Nos. 21- 3111 et al., at *1–2 (10th Cir., filed July 12, 20 21). We also procedurally consolidated the contingent cross-appeal with the IRPA Pool Allocation Appeals and the Watts Guerra Settlement Appeals. Additionally, because the June 2021 IR PA Pool Allocation Order was issued after we held oral argument on the Fee Al location Appeals, we requested that the parties file “supplemental briefing as to the effect of the di strict court’s June 4, 2021, order allocating the IRPA pool on the substantive issues raised in the . . . [F]ee [A]llocation [A]ppeals.” Orde r, Nos. 19-3008 et al., at *1 (10th Cir., filed July 12, 2021). We noted that th e supplemental briefs “ shall not raise any challenge to the district court’s allocation of the IRPA pool itself”—instead , “the merits of the IRPA pool allocation” would be separately addres sed in the IRPA Pool Allocation Appeals. Id. The parties subsequently submitted thei r supplemental briefs: in particular, Byrd/Shields’s briefing focused on the de leterious impacts of the Watts Guerra Settlement and the “meager” twelve percent of the total attorneys’ fees award that was allocated to the IRPA Pool. See Supp. Br. of Aplts. Sh ields Law Group, LLC and Paul Byrd Law Firm, PLLC, Nos. 19-3008 et al., at *1–8 (10t h Cir., filed July 26, 2021); accord Suppl. Br. of Aplt. Hossley-Embry, LLP, Nos. 19-3008 et al., at *2 Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3536 (10th Cir., filed July 26, 2021) (incorporating by refe rence the arguments made by Byrd/Shields). G. Resolution of the Fee Allocation Appeals by In re Syngenta I On February 28, 2023, we issued In re Syngenta I , which affirmed the various orders of the district cour t with respect to the Fee Allocation Appeals including, notably, the district court’s December 2018 Fee Allocation Order, March 2019 Kansas Pool Order, July 2019 Minnesota Pool Order, November 2019 Illinois Pool Order, and July 2019 Expense Order. See 61 F.4th at 1138.
1. Issues Decided in In re Syngenta I After laying out the tortuous procedural history of the case, we had to decide the issue of finality: specifi cally, given the fact that the district court did not complete allocation of the $503 million un til the June 2021 IRPA Pool Allocation Order, did we lack jurisdicti on over appeals that were filed before that date? We concluded that “all proceedings after the Ka nsas district court’s Aggregate Fee Order and corresponding Final Order and Judgme nt constitute one, post-judgment litigation that only concluded with the filing of th e June 2021 IRPA Pool Allocation Order,” and, consequently, “all appeals challengi ng the Kansas distri ct court’s various allocation orders . . . before the June 2021 IRPA Pool Allocation Order were not appeals from final orders as require d for our jurisdictional purposes.” Id. at 1173–74. However, we concluded that the appellant s’ notices of app eal—though prematurely filed—ripened when the June 2021 IRPA P ool Allocation Order was issued, so we had jurisdiction over the Fee Allocation Appeals. See id. at 1176–77. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3637 Once assured of our own jurisdiction, we then addressed the various challenges that the appellants—including the Objecting Firms—had made to the district court’s fee allocation process. Ultimately, we re jected all challenges to the district court’s decisions, c oncluding, among other things, that (1) the district court acted within its discretion in modifying th e appellants’ contingent-fee contracts; (2) the district court acted with in its discretion in devising the four-pool system and in determining the appropriate percentages fo r each pool; (3) the district court acted within its discretion in allo cating the funds within the Kansas Common Benefit Pool and the Minnesota Common Benefit Pool; (4 ) the district court did not err in determining that the joint prosecution agr eements did not govern the fee allocation after the Syngenta settlement; (5) the district court acted within its discretion in allotting twelve percent of the aggregate fee award to th e IRPA pool; (6) the district court’s July 2019 Expense Order was reasonable; and (7) the district court’s deferential review of the allocation decisi ons made by the Illinois federal court did not prejudice the appellants ch allenging the November 2019 I llinois Pool Order. We also dismissed one of the cross-appeals ra ised by Kansas Co-Lead Counsel as moot. Finally, we also rejected Byrd/Shields’s and Hossley-E mbry’s attempts to file additional briefing to challe nge the district court’s de nial of their motions for reconsideration, see supra note 12. We concluded that Byrd/Shields and HossleyEmbry had “effectively waived their arguments” on the motion for reconsideration by failing to raise them in their opening briefs , and, in any event, their arguments were “meritless and irrelevant to our review.” Id. at 1223–24. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3738 Accordingly, we affirmed the judgm ent of the distri ct court in full. 23
2. Issues Not Decided in In re Syngenta I Although we resolved the vast major ity of the outsta nding issues in In re Syngenta I , we did not purport to resolve all of the issues raised in connection with the attorneys’ fe es dispute. First, with respect to th e Watts Guerra Settlement Appeals, we acknowledged the existence of the Watts Guerra Settlement Agreement and observed that “[b]y design, the Watts Guerra Settlement would not affect the fee awards of firms that were not party to the agreement.” Id. at 1169. But we declined to reach Byrd/Shields’s argument that “the district court abused its discretion when, [in] January 2021, it re-allocated the amounts awarded to the four pools ‘without complying with [Federal Rule of Civil Procedure] 23(h).’” Id. at 1208 n.51 (second alteration in original). In declining to reach this argumen t, we reasoned that “[a]fter reviewing the record, we find Byrd a nd Shields’s Rule 23(h) argument better described as a challenge to the Watts Guerra Settlement a nd, therefore, outside the scope of our review in the instant appeal.” Id. ; see also id. at 1208 n.52 (“Reflecting the directions of our Supplemental Briefi ng Order, we confine our discussion of the Kansas district court’s approval of the Watt s Guerra Settlement to its implications for the court’s alleged disregard of th e [joint prosecution agreements].”).

23 Several parties, including Toups/Coffman, Hossley-Embry, and Byrd/Shields, sought rehearing en banc . We denied these requests. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3839 Second, with respect to the IRPA Pool Allocation Appeals, we noted that we had previously “prohibited the parties from ‘rais[ing] any challenge to the district court’s allocation of the IRPA pool itself’ and limited the supplemental briefing ‘to arguments regarding whether, and to wh at extent, the [June 2021 IRPA Pool Allocation Order] . . . affect[ed] the fee allocation issues already briefed by the parties.’” Id . at 1169 n.26 (alterations and omission in original). We further noted that although the parties had pr operly filed separate notices of appeal with respect to the June 2021 IRPA Pool Allocation Order— as they were requi red to do under our precedent—“the merits issues in the appeals now before us focus exclusively on the Kansas district court’s orders before June 2021, and we have abated the appeals filed with respect to the court’s June 2021 IRPA Pool Allocation Order pending our resolution of these appeals.” Id. at 1177 n.32. Thus, we declined to deci de either the Watts Guerra Settlement Appeals or the IRPA Pool Allocation Appeals.
H. Subsequent Proceedings in the Pending Appeals Notwithstanding their defeat in the Fee Allocation Appeals, on March 15, 2023, the Objecting Firms filed a “Motion to Lift Stay and to Enter a Scheduling Order” in the Watts Guerra Settlement Appeals and the IRPA Pool Allocation Appeals. See Mot. to Lift Stay & to Enter a Sche duling Order, Nos. 21-3021 et al., at *1–2 (10th Cir., filed Mar. 15, 2023). According to the Objecting Firms, because we Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 3940 resolved the Fee Allocati on Appeals, their remaini ng appeals are “ripe for consideration.” Id. at *4–5. 24 Both the Joint Appellees a nd Watts Guerra filed respons es. In their response, the Joint Appellees ag ree that the abatement should be lifted, but they “strongly disagree[] . . . that these a ppeals warrant ‘full briefing.’ ” Jt. Aplees.’ Resp. to Shields Aplts.’ Mot. to Lift Stay & Enter a Scheduling Order, Nos. 21-3021 et al., at *2 (10th Cir., filed Mar. 27, 2023). They instead suggest that the remaining appeals should be dismissed or summa rily affirmed. With resp ect to the Watts Guerra Settlement Appeals, they argue that the al ready-filed motions to dismiss should be granted. And with respect to the IRPA Po ol Allocation Appeals, they argue that the district court’s judgm ent should be “summarily affirmed.” Id. at *16. Watts Guerra opposes the Objecting Firms’ request in part, also agreeing that the abatement should be lifted but arguing that its motion to dismi ss the Watts Guerra Settlement Appeals should be resolved before reaching the merits of those appeals.
See Watts Guerra’s Opp’n to Sh ields Aplts.’ Mot. to Ente r a Scheduling Order, Nos. 21-3021 et al., at *2, *8 ( 10th Cir., filed Mar. 27, 2023) . Watts Guerra also noted that to the extent the IR PA Pool Allocation Appeals “challenge only the allocation within the IRPA pool, Watts Guerra does not consider itse lf to be an appellee,” but

24 The Objecting Firms also sought to re-open Toups/Coffman’s appeals of the Watts Guerra Settlement Order and the June 2021 IRPA Pool Allocation Order. But Toups/Coffman themselves asserted that they “d[id] not believe that further proceedings [were] neces sary” in either of their remain ing appeals. Resp. to May 9, 2023 Order, Nos. 21-3020 et al., at *2 (10th Cir., filed Ma y 22, 2023). We accordingly dismissed both of Toups/Coffman’s appeals. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4041 that it “agrees with Joint Appellees that those appeals should be resolved without further briefing.” Id. at *6 n.3. 25 We issued an order on May 9, 2023 (“the May 2023 Briefi ng Order”), that took the Objecting Firms’ motion under advisement. See Order, Nos. 21-3021 et al., at *1 (10th Cir., filed May 9, 2023). In the May 2023 Briefing Order, we also, inter alia , required the Objecting Firms to show cause as to why the Watts Guerra Settlement Appeals should not be dismissed as moot. In response, Byrd/Shields and Hossley-Embry filed identical memoranda asserting that the Watts Guerra Settlement Appeals are not moot. See Aplts.’ Mem. Concerning L ack of Mootness filed by Byrd/Shields, No. 21-3021, at *1 (10th Ci r., filed May 22, 2023); Aplt.’s Mem. Concerning Lack of Mootness filed by Hossl ey-Embry, No. 21-3022, at *1 (10th Cir., filed May 22, 2023).

25 Both the Joint Appellees and Wa tts Guerra also contend that the Objecting Firms filed their motion to lif t the stay without complying with 10 TH C IR

. R. 27.1 or our earlier order requiring the a ppellants to file, within five days of a decision on the Fee Allocation Appeals, a report explaining the impact of that decision on the pending appeals. The Joint Appellees further suggest that the very fact that the Objecting Firm s seek to reopen the Watts Gu erra Settlement Appeals and the IRPA Pool Allocation Appeals “shoul d subject [the Objecting Firms] to sanctions.” Jt. Aplees.’ Resp. to Shield s Aplts.’ Mot. to Lift Stay & Enter a Scheduling Order, at *14. Because we di smiss the Watts Guerra Settlement Appeals for lack of subject-matter jurisdiction, we decline to take action on—or opine on the merits of—these perfunctory arguments and requests. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4142 I. The December 2023 Disbursement Order 26 Finally, on November 9, 2023, Settlemen t Class Counsel, as well as a number of other attorneys, filed a motion in the dist rict court requesting th at the district court disburse most of the funds remaining in es crow. The movants a sserted that almost $93 million—consisting of the $30 million holdback from the common benefit pools, the entire $60.2 million allocat ion to the IRPA pool, and over $2 million in funds approved for disbursement but not yet clai med by firms—remained in escrow. The movants contended that (1) the $30 million that was orig inally held back from the common benefit pools should be disbursed in light of our resolution of the various fee allocation appeals in In re Syngenta I ; and (2) the $60 million in the IRPA Pool should also be disbursed even though the IRPA Pool Allocation Appeals remained pending.

26 Pursuant to F ED

. R. A PP

. P. 28(j), the Joint Appellees wrote to us on December 15, 2023, to apprise us of these recent developments in the district court. We have the discretion to take judicial noti ce of filings on the dist rict court docket. See, e.g. , United States v. Smalls , 605 F.3d 765, 768 n.2 ( 10th Cir. 2010). To be clear, we recognize that “standing is determ ined at the time the action is brought.” Mink v. Suthers , 482 F.3d 1244, 1253 (10th Cir. 2007). We do not rely on the district court’s December 2023 Disbursement Orde r—issued after th ese appeals were brought—in our determination infra regarding whether the Objecting Firms have standing. Rather, we notice the order merely to provide a more complete historical picture of the Objecting Firms’ arguments concerning the Watts Guerra Settlement Agreement and the court’s response to them. See, e.g. , 21B Charles Alan Wright, et al., F EDERAL P RACTICE AND P ROCEDURE § 5106.4 (2d ed.), Westlaw (database updated Apr. 2023) (noting that “[j]udicial records are a source of ‘reasonably indisputable accuracy’ when they record some judicial action” and that “[j]udicial records may sometimes be properly noticed to show the acts of the parties or other actors in the litigation”). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4243 Byrd/Shields and Hossley-Embry filed a response in opposition to the motion to disburse. With respect to the $30 m illion holdback, the Objec ting Firms asserted that those funds should not be disbursed because there we re still remaining appeals that implicated the four-pool allocation scheme and the $30 million could be used to reach a settlement with the opposing partie s. And with respect to the $60 million allocation to the IRPA Pool, the Objecting Firms contended that those monies should not be disbursed in light of their pending challenges on appeal to the IRPA Pool. They also asserted—again—that an add itional $7 million was added to that pool by the Watts Guerra Set tlement Agreement. On December 13, 2023, the district cour t issued an order granting the motion for disbursement (“the Decembe r 2023 Disbursement Order”). See Mem. & Order, No. 2:14-md-02591-JWL, ECF No. 4713 (D. Kan., filed Dec. 13, 2023). After concluding that it had jurisdiction to grant the movants’ request, the district court concluded that the monies at issue shoul d be disbursed. As to the $30 million holdback, the district court noted that in In re Syngenta I , we affirmed the district court’s fee allocation orders , so the awards from the co mmon benefit pools have now been affirmed and, consequently, there is no need for the holdback at this point. And as to the over $60 million in the IRPA pool, the district court observed that the total allocation to that pool was affirmed in In re Syngenta I , and the Objecting Firms had little likelihood of success in th e IRPA Pool Allocation Appeals. 27

27 This conclusion was based in part on the district court’s conclusion that Byrd/Shields and Hossley-Embry “did not pres erve (by raising in [t he district court]) Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4344 The district court also opined on the Objecting Firms’ likelihood of success in the Watts Guerra Settlement Appeals, noting that it had re jected the Objecting Firms’ arguments “on multiple occasions and in the strongest terms.” December 2023 Disbursement Order, ECF No. 4713, at *7. The district court also stated that “because objectors’ fee awards would not be affected (as the payment to Watts Guerra was being made only by certain firm s who agreed to the settlement), objectors lacked standing to object to the settlement.” Id. at *8. The distri ct court chastised the Objecting Firms for their failure to addr ess their lack of sta nding despite the issue having been repeatedly raised.
II. DISCUSSION
In In re Syngenta I , we did not—and could not—resol ve all of the myriad and long-percolating disputes related to attorn eys’ fees from the Syngenta class action settlement. Nor do we bring those disputes to an end t oday. But we can close the door on one aspect of this protracted litigation by resolving the Watts Guerra Settlement Appeals, which challenge the district court’s January 2021 Settlement Order and January 2021 Disbursement Orders. Although the Watts Guerra Settlement Appeals—Nos. 21-3021 and 21-3022— remain abated at this time , multiple sets of motions ar e now fully briefed and ready for decision: Watts Guerra’s motion to dism iss, Settlement Class Counsel’s motion to dismiss, and the Objecting Firms’ motion to lift the abatement a nd enter a scheduling

any specific objection to the IRPA awar d and recommendation that the Court adopted.” December 2023 Disbursement Order, ECF No. 4713, at *7. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4445 order. For the following reasons, we grant in part, deny in part, and defer ruling on in part the Objecting Firms’ motion to lift the abatement and enter a scheduling order, and we lift the abatement . We grant Watts Guerra’s motion to dismiss, grant Settlement Class Counsel’s motion to dismiss, and dismiss these appeals. We will first discuss the ge neral contours of Article III’s case-or-controversy requirement, focusing on two doctrines partic ularly germane to this case: standing and mootness. Next, we will lay out the various arguments made by the parties about our subject-matter jurisdiction. Finally, we will explain how we lack subject-matter jurisdiction over the Watts Guerra Settlement Appeals because (1) the Objecting Firms lack standing to challenge the January 2021 Settlement Order and (2) principles of mootness a nd standing make clear that we lack subject-matter jurisdiction over any challenge to th e January 2021 Disbursement Orders.
A. Article III’s Case-or-Controversy Requirement Because federal courts—inc luding appellate courts—a re “courts of limited subject-matter jurisdiction,” “we ‘may only hear cases when empowered to do so by the Constitution and by act of Congress.’” Gad v. Kan. State Univ. , 787 F.3d 1032, 1035 (10th Cir. 2015) (quoting Radil v. Sanborn W. Camps, Inc. , 384 F.3d 1220, 1225 (10th Cir. 2004)). “Our subject-m atter jurisdiction is a constitutional prerequisite to hearing a case ,” and we have an obligati on to ensure that we have jurisdiction before reaching th e merits of an appeal. Id. ; see also Rio Grande Found. v. Oliver , 57 F.4th 1147, 1165 (10th Cir. 2023) (“[W]e have an independent duty to ensure ourselves of our own jurisdiction . . . .”). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4546 One fundamental principle of our subject-matter jurisdiction is the “constitutional limitation of federal-cour t jurisdiction to actual cases or controversies.” Brown v. Buhman , 822 F.3d 1151, 1163 (10th Cir. 2016) (quoting Clapper v. Amnesty Int’l USA , 568 U.S. 398, 408 (2013)). “Two related doctrines, standing and mootness, keep federal courts within th eir constitutional bounds.” Id. The Watts Guerra Settlement A ppeals implicate both doctrines. 28
1. Standing “Article III of the U.S. Constitution limits the jurisdic tion of federal courts to ‘Cases’ and ‘Controversies.’” Defs. of Wildlife v. Everson , 984 F.3d 918, 944–45 (10th Cir. 2020) (quoti ng U.S. Const. art. III, § 2, cl. 1). As such, “[a] challenge to standing presents the ‘threshold jurisdic tional question of wh ether a court may consider the merits of a dispute.’” Tennille , 809 F.3d at 559 (quoting S. Utah

28 Another aspect of our jurisdiction is the requirement that appeals be taken from a final decision of th e district court—an issue that we analyzed in depth in In re Syngenta I

. See 61 F.4th at 1171–77 (cit ing 28 U.S.C. § 1291). In that case, we concluded that most of the appellants’ notices of app eal were prematurely filed because a final decision was not present until the district court issued the June 2021 IRPA Pool Allocation Order. See id. at 1173–74. Neverthele ss, we concluded that we had jurisdiction over the various Fee Allocation Appeals because the premature notices of appeal ripened when the J une 2021 IRPA Pool Allocation Order was issued. See id. at 1177. Although no party raises the issue of fi nality with respect to the Watts Guerra Settlement Appeals, we have an independent obligation to ensure our own appellate jurisdiction. See Rio Grande Found. , 57 F.4th at 1165. We conclude that—as with the Fee Allocation Appeals—the Objecting Firms’ premature notices of appeal challenging the district court’s January 2021 Settlement Order and January 2021 Disbursement Orders ri pened when the district court is sued its June 2021 IRPA Pool Allocation Order. See In re Syngenta I , 61 F.4th at 1176–77. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4647 Wilderness All. v. Palma , 707 F.3d 1143, 1152 (10th Ci r. 2013)). “The standing Article III requires must be met by persons seeki ng appellate review, just as it must be met by persons appearing in courts of first instance.” Id. (quoting Arizonans for Off. English v. Arizona , 520 U.S. 43, 64 (1997)). Thus , “[i]f we conclude a party lacks standing to appeal from a district court’s order, we lack jurisdiction over the appeal and must dismiss it.” Id. We review the issue of standing de novo. See id. “To establish the ‘irreducible constituti onal minimum’ of standing,” a party must make three showings: “‘(1 ) it has suffered an “injury in fact” that is (a) concrete and particularized and (b) ac tual or imminent, not conject ural or hypothetical; (2) the injury is fairly traceable to the challenged action of the de fendant; and (3) it is likely, as opposed to merely speculative, that th e injury will be redressed by a favorable decision.’” Everson , 984 F.3d at 945 (first quoting Lujan v. Defs. of Wildlife , 504 U.S. 555, 560 (1992); then quoting New Eng. Health Care Emps. Pension Fund v. Woodruff , 512 F.3d 1283, 1288 (10t h Cir. 2008)). The party invoking federal jurisdiction bears the burden of establishing these elements. See id. For purposes of standing, “a party’s injury may be a procedur al one ‘so long as the procedures in question ar e designed to protect some th reatened concrete interest of [the party] that is the ultim ate basis of [its ] standing.’” New Mexico v. Dep’t of
Interior , 854 F.3d 1207, 1215 (10th Cir. 2017) (alterations in original) (quoting Lujan , 504 U.S. at 573 n.8). “To establish st anding in such circumstances, a plaintiff ‘need only show that compliance w ith the procedural requirements could have better protected its concrete interest s,’ and thus that the procedur al violation created a ‘risk Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4748 of real harm . . . .’” Id. (citations omitted) (first quoting WildEarth Guardians v.
EPA , 759 F.3d 1196, 1205 (10th Cir. 2014); then quoting Spokeo, Inc. v. Robins , 578 U.S. 330, 341 (2016)). Bu t a party cannot “allege a ba re procedural violation, divorced from any concrete harm, and satis fy the injury-in-f act requirement of Article III.” Spokeo , 578 U.S. at 341.
2. Mootness Article III’s case-and-controversy requi rement is also the basis for our mootness doctrine. See Unified Sch. Dist. No. 259 v. Disability Rights Ctr. of Kan. , 491 F.3d 1143, 1147 (10th Cir. 2007). Mootness is essent ially “standing set in a time frame” and ensures that “[t]he requisite personal interest that must exist at the commencement of the litigat ion . . . continue[s] thro ughout its existence.” Prison Legal News v. Fed. Bureau of Prisons , 944 F.3d 868, 879 (10t h Cir. 2019) (quoting
Brown , 822 F.3d at 1164). “A ‘suit becomes moot when the issues presented are no longer “live” or the parties lack a legally cognizable interest in the outcome.’” Brown , 822 F.3d at 1165 (quoting Chafin v. Chafin , 568 U.S. 165, 172 ( 2013)). “An action becomes moot ‘[i]f an intervening circumstance deprives the plaintiff of a personal stake’” in the

outcome. Prison Legal News , 944 F.3d at 880 (altera tion in original) (quoting
Brown , 822 F.3d at 1165). Thus, “[t]he crucia l question is whether granting a present determination of the issues offered will ha ve some effect in the real world.” Brown , 822 F.3d at 1165 –66 (quoting Wyoming v. U.S. Dep’t of Agric. , 414 F.3d 1207, 1212 (10th Cir. 2005)). “Put anot her way, a case becomes moot when a plaintiff no longer Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4849 suffers actual injury that can be redr essed by a favorable judicial decision.” Id. at 1166 (quoting Ind v. Colo. Dep’t of Corr. , 801 F.3d 1209, 1213 (10th Cir. 2015)). “Mootness is a threshold issue because the existence of a live case or controversy is a constituti onal prerequisite to fede ral court jurisdiction.” Rio Grande Silvery Minnow v. Bureau of Reclamation , 601 F.3d 1096, 1109 (10th Cir. 2010) (quoting Disability Law Ctr. v. Millcreek Health Ctr. , 428 F.3d 992, 996 (10th Cir. 2005)). “Without a live, concrete controve rsy, we lack jurisdiction to consider claims no matter how meritorious.” Id. (quoting Habecker v. Town of Estes Park , 518 F.3d 1217, 1223 (10th Cir. 2008)). And “[t]he controve rsy must exist not only at the time the complaint is filed but at all stages of appellate review.” Lucero v. Bureau of Collection Recovery, Inc. , 639 F.3d 1239, 1242 (10th Cir. 2011); see also United States v. Fisher , 805 F.3d 982, 989 (10th Ci r. 2015) (“Th[e] case-orcontroversy limitation requires th at parties continue to ha ve a personal stake in the outcome of a lawsuit during all stages of litigation, including ap pellate review.”).
B. Parties’ Arguments Because of the complexity of this case, and the fact th at the parties’ discussion of our subject-matter jurisdiction has proceeded in a nont raditional matter— viz. , throughout a variety of diffe rent documents—it is helpfu l to expressly lay out the parties’ various arguments. These argumen ts can be found in the briefing on the motions to dismiss the Watts Guerra Se ttlement Appeals, in the responses in opposition to the Objecting Firms’ motion to lift the stay, and in the Objecting Firms’ memoranda on mootness. We discuss the ar guments in each set of filings in turn. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 4950 1. The Motions to Dismiss The most fulsome discussion of our subj ect-matter jurisdiction exists in the briefing on Watts Guerra’s and Settlement Cl ass Counsel’s motions to dismiss. But there is a caveat to taking that briefing at face value: it pre-dates our decision in In re Syngenta I , which resolved the rela ted Fee Allocation Appeals. Thus, we must bear in mind that the landscape of subject-matter jurisdiction—particular ly with regard to mootness—has shifted since the motions were briefed.

a. Watts Guerra’s Motion to Dismiss Watts Guerra argues that the Objecti ng Firms “have no standing to challenge” the Watts Guerra Settleme nt Agreement because “[t] hey were not required to contribute to the settlement payment, their own attorneys’ fees were not reduced, and their own appeals were not affected.” Watt s Guerra’s Mot. to Dismiss at *2. Watts Guerra repeatedly points to language in both the Watts Guerra Settlement Agreement itself and the district court’s orders indicating that the a ttorneys’ fees received by the Objecting Firms would be unaffected. Watts Guerra cites the general rule th at “a non-settling pa rty does not have standing to object to a settlem ent between other parties.” Id. at *12 (quoting Agretti v. ANR Freight Sys., Inc. , 982 F.2d 242, 246 (7th Cir. 1992)). They also compare this situation to Tennille , arguing that, like the defendant in Tennille , the Objecting Firms are not paying the atto rneys’ fees at i ssue here—instead, all money will come from the coffers of the settling parties. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5051 With respect to the Janua ry 2021 Disbursement orde rs, Watts Guerra observes that resolving the Fee Allo cation Appeals—which, again, at the time the motion to dismiss was filed, had not yet been reso lved—“could moot any challenge” to those orders. Id. at *14 n.9.
b. Settlement Class Counsel’s Motion to Dismiss In their motion to dismiss, Settlement Class Counsel expressly join Watts Guerra’s motion to dismiss the Watts Gue rra Settlement Appeal s insofar as they relate to the January 2021 Se ttlement Order. And with respect to the January 2021 Disbursement Orders, 29 they raise two distinct arguments. First, Settlement Class Counsel argue th at the Objecting Firm s lack standing to challenge the January 2021 Disbursement Orders beca use they cannot show “any concrete injury arising from” the January 2021 Disbursement Orders. Settlement Class Counsel’s Mot. to Dismiss at *8. According to Settlement Class Counsel, the Objecting Firms lack standing because they are “beneficia ries of [those] order[s], which permit[] them to receiv e reimbursement of all thei r approved expenses and the

29 Settlement Class Counsel also appa rently intended their arguments to relate to any challenge to the district court’s December 31, 2020, denial of Byrd/Shields’s motion to stay. See Settlement Class Counsel’ s Mot. to Dismiss at *1 (“Settlement Class Counsel further move to dismiss the three a ppeals to the extent that [appellants] seek review of the di strict court’s December 31, 2021 [sic] or January 12, 2021 orders denying a motion to stay and granting in part Settlement Class Counsel’s request for a partial distri bution . . . .”). Ho wever, there is no indication that Byrd/Shields or Hossley-Emb ry challenge that order, which was not named in their notices of appeal. And to the extent that they originally intended to do so, any challenge to that order would now be moot b ecause the movants asked for any ruling on disbursement to be stayed until after the Fee Allo cation Appeals were decided—a condition that has now occurred. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5152 same share of their presen tly awarded attorneys’ fees, from the common benefit pools, as other recipients.” Id. Furthermore, they argue that the $30 million holdback is sufficient to cover any amount that could possibly be shifted around as a result of the Fee Al location Appeals. Second, Settlement Class Counsel argue that we should abate the appeals with respect to the January 202 1 Disbursement Orders be cause a decision on the Fee Allocation Appeals would “almost certainly moot any challenge to the disbursement orders.” Id. at *7. Given that we did, in fa ct, abate the Watts Guerra Settlement Appeals and have since resolved the Fee Allo cation Appeals, this argument is stale. But it could still bear on the question of whether the app eals are now moot; specifically, Settlement Clas s Counsel originally argue d that the Watts Guerra Settlement Appeals should be abated pend ing a final decision on the Fee Allocation Appeals because “[o]ne way or another, th e resolution of the fe e allocation appeals will moot the appeals to the” Janua ry 2021 Disburse ment Orders. Id. at *11. On this point, Settlement Class Counsel argue that if the Objecting Firms “lose their fee allocation appeals, they could not articulate any basis to challenge the disbursement order[s] because the district court’s allocation of attorney s’ fees [was] affirmed.” Id.

c. The Combined Response to the Motions to Dismiss In response, the Objecting Firms argue that they have standing because “standing emanates directly from the existen ce of the attorney f ee fund, the District Court’s allocation Orders, its reallocation Or der, its rejection of Appellant’s Motion to Reconsider the Distri ct Court’s allocations, and from the Watts Guerra settlement Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5253 agreement which the District Court incorporated into th e reallocation Order.” Jt. Suggestions in Opp’n to Apl ees.’ Mots. to Dismiss at *2. Although their specific arguments as to why they have standing ar e overlapping and difficult to tease apart, they appear to fall into six broad categories. 30 First, they seemingly cont end that the terms of th e Watts Guerra Settlement Agreement itself gives them standing because the Settle ment Agreement denominates them as “Interested Parties.” See id. at *8. Second, they argue that their “interest in the amount of atto rneys’ fees they receive” confers Arti cle III standing. Id. at *9. According to Byrd/Shields and Hossley-Embry, they have a property interest in the $503 million, which suffices to give them standing to challenge the Watts Guerra Settlement Ag reement insofar as that agreement changes the ultimate dest ination of some of those monies. Third, they argue that th e district court in fact reallocated money among the pools. Specifically, they contend that despite its earlier fi ndings of fact and conclusions of law about the propriety of the carefully cal culated four-pool allocation (and despite its refusal to gr ant their motion for reconsider ation), the district court

30 In a footnote, the Objecting Firms ci te to a case from our sister circuit, In re High Sulfur Gasoline Pr oducts Liability Litigation , 517 F.3d 220, 231 (5th Cir. 2008), noting that, in that case, an imme diate disbursement order violated the automatic stay provision of Fe deral Rule of Civil Proce dure 62(a). But they do not develop an argument that the automatic stay pr ovision of Rule 62(a) has, in fact, been violated here or describe how this argumen t relates to standing. As such, we treat this argument as waived, and we do not co unt it as a seventh se parate argument. See United States v. Walker , 918 F.3d 1134, 1151 (10th Cir. 2019) (“[A]rguments may be deemed waived when they are advanced . . . onl y ‘in a perfunctory manner.’” (quoting United States v. Wooten , 377 F.3d 1134, 1145 (10th Cir. 2004))). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5354 “[i]nexplicably . . . increa sed the IRPA [Pool] fund by $7 million and awarded that increase to Watts Guerra.” Id. at *13. Fourth, they argue that the provision of the Settlement Agreement requiring that the Appellee Parties not settle for any amount equal to or greater than the $7 million received by Watts Guerra—a “m ost favored nation clause”—confers standing. Fifth, they very briefly mention th at the $503 million, including the funds shifted around by the Watts Guerra Settlem ent Agreement, were “in escrow earning interest which would have been shared among plaintiffs’ counsel, including Appellants.” Id. at *10. Watts Guerra and Settlem ent Class Counsel construe this sentence as attempting to argue that the Obj ecting Firms’ entitlement to a share of the interest on the funds shifted around by the Watts Guerra Se ttlement Agreement suffices to give the Obj ecting Firms standing. Sixth, the Objecting Firms argue that th ey have suffered a procedural injury because the district court fa iled to comply w ith Federal Rules of Civil Procedure 23(h), 54(d)(2), and 52(a) when it reallocat ed $7 million to the IRPA Pool. They contend that this procedural injury is sufficient to confer standing and, in particular, to satisfy the requireme nt of causation.
d. Replies to the Motions to Dismiss In reply, Watts Guerra observes that mo st of the Objecting Firms’ arguments as to why they have standing are based on incorrect assertions about the Watts Guerra Settlement Agreement—which did not affect the attorneys’ fees received by Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5455 Byrd/Shields and Hossley-Embry and did not result in an additional $7 million being added to the IRPA pool. And with resp ect to the arguments about a procedural injury, Watts Guerra emphasize s that “[a]n appellant cannot ‘allege a bare procedural violation, divorced from any concrete harm, and satisfy the injury -in-fact requirement of Article III.’” Watts Gue rra’s Reply in Support of Mo t. to Dismiss, Nos. 21-3021 et al., at *7 (10th Cir., fi led Mar. 10, 2021) (quoting Spokeo , 578 U.S. at 341). Watts Guerra also asserts that th e district court complied with the required procedures. In a separate reply, Settlement Class Counsel note, among other things, that Byrd/Shields and Hossley-Embry did little— if anything—to rebut their arguments that there is no standing to challenge the January 2021 Disbursement Orders. They repeatedly argue that, partic ularly in light of the $30 million holdback, the Objecting Firms had no legal interest in the monies disbursed by the January 2021 Disbursement Orders except for th e monies disbursed to them.
2. The Motion to Lift Stay In their motion to lift the stay on the abated appeals, the Objecting Firms again characterize the Watts Guerra Settlement Agreement as an effort by the settling parties to “in effect, change the District Court’s allocations to the four pools . . . and to then divvy up among themselves the money reallocated to the four pools.” Mot. to Lift Stay & Enter a Scheduling Order at *3. They also assert th at the Watts Guerra Settlement Appeals are “ripe for consideration.” Id. at *4–5. In response, the Joint Appellees argue that the Watts Gu erra Settlement Appeals should be dismissed because “[m]oti ons to dismiss have already been fully Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5556 briefed and show that Appellants[] lack Ar ticle III standing b ecause they were not injured by the orders they app ealed.” Jt. Aplees.’ Resp. to Shields Aplts.’ Mot. to Lift Stay & Enter a Scheduling Order at *3. They further argue that although we should lift the abatement, we should also grant the motions and dismiss the appeals. Similarly, Watts Guerra argues that we should not request a dditional briefing and should resolve the Watts Guerra Settlem ent Appeals by granting the motions to dismiss for lack of standing.
3. Mootness Memoranda Finally, in response to our May 9, 2023, order, By rd/Shields and HossleyEmbry each filed near-identical memoranda as to why the Watt s Guerra Settlement Appeals were not moot in light of In re Syngenta I . In particular, they argue that we expressly declined to re solve the challenge s to the Watts Gu erra Settlement Agreement, and consequently, the Watts Guerra Settlement Appeals cannot be considered moot. They further argue that the Watts Guerra Se ttlement Appeals are not moot because our previous opinion in In re Syngenta I did not have any practical effect. Specifically, they note: In its February 28, 2023 Opinion, [this] Court further found that the district court’s December 201 8 allocation to the four pools “reflected an extensive—and ar guably exhaustive—fee allocation process overseen by numerous cour ts and numerous individuals, judges, and experts alike.” Unt il that is, January 2021 when the district court abandoned that f ee allocation and decreased three pools (Minnesota, Kansas, and Illi nois) and effectively increased the IRPA pool so that it coul d award an additional $7 million to one firm without providing any le gal or factual justification for doing so in violation of Rule 23(h). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5657 The pool allocation the Court uphe ld in its February 28, 2023 Opinion is not the present pool a llocation . . . thereby effectively rendering the February 28, 2023 Op inion an advisory one, but it does not render the presen t appeal . . . moot. Aplts.’ Mem. Concerning Lack of Mootness filed by Byrd/Shields at *3–4 (citations omitted); Aplt.’s Mem. Concerning Lack of Mootness filed by Hossley-Embry at *3– 4. Finally, they argue that our opinion in In re Syngenta I did not address some of their specific arguments raised in the Watt s Guerra Settlement Appeals, including issues of equal protection and due process. 31
C. Lack of Subject-Matter Juri sdiction in this Case After a review of the partie s’ filings and the record fr om the district court, we conclude that we lack subject-matter ju risdiction over the Watt s Guerra Settlement Appeals, so the appeals must be dismissed. Specifically, we co nclude that (1) the Objecting Firms lack standing to challenge the January 2021 Settlement Order and (2) to the extent the Objecting Firms stil l challenge the January 2021 Disbursement Orders, principles of standi ng and mootness make clear th at we lack subject-matter

31 Although we did not ask Byrd/Shi elds or Hossley-Embry to discuss whether the IRPA Pool Allocation Appeals were moot, they both asserted that the IRPA Pool Allocation Appeals were not moot in part because, al though the special master relied on the original 12% allocation to the IRPA Pool, the district court “effectively reallocated ” additional funds to the IRPA Pool by approving the Watts Guerra Settlement Agreement. See Aplts.’ Mem. Concerning Lack of Mootness filed by Byrd/Shields at *2 n.1; Aplt.’s Mem. Concerning Lack of Mootness filed by Hossley-Embry at *1 n.1. Accordingly, th e Objecting Firms contend, the IRPA Pool Allocation Appeals are not moot because “the June 04, 2021 Order awarding IRPA fees cannot withstand scrutiny because it is based on pre-reallocation numbers.” Aplts.’ Mem. Concerning Lack of Mootness filed by Byrd/Shields at *2 n.1; Aplt.’s Mem. Concerning Lack of Mootness filed by Hossley-Embry at *2 n.1. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5758 jurisdiction over those challenges. Conse quently, we lift th e abatement of the appeals and grant the motions to dismiss filed by Watts Guerra and Settlement Class Counsel.
1. The January 2021 Settlement Order The parties’ filings make clear that the core of the Objecting Firms’ challenge is to the January 2021 Settl ement Order, which—following the lines set out by the district court’s earlier D ecember 2020 Indicative Ruling—a pproved the Watts Guerra Settlement Agreement and approved the tr ansfer of approximately $7 million from the Appellee Parties to Watts Guerra. However, despite their vigorous opposition to the Watts Guerra Settlement Agreement, the Objecting Firm s lack Article III standing to appeal the district court’ s approval of that agreement. 32 We first explain why—in light of our standing precedents—the Objecting Firms lack standing. We th en explain why the Objecti ng Firms’ numerous arguments to the contrary are unpersuasive. Notably, there is no suggestio n in the parties’ filings that the standing anal ysis differs between Byrd/S hields and Hossley-Embry.

32 As discussed above, Article III’s case-or-controversy requirement also requires that a case not be moot. But alt hough we have previous ly expressed concern that the Watts Guerra Settlement Appeals may have been mooted by In re Syngenta I , because we conclude that the Objecting Fi rms lack standing, we need not decide whether their challenges to th e January 2021 Settlement Or der are, in fact, moot. See Valenzuela v. Silversmith , 699 F.3d 1199, 1205 (10th Cir. 2012) (“[A] federal court has leeway to choose among threshold grou nds for denying audience to a case on the merits.” (quoting Sinochem Int’l Co. Ltd. v. Malay. Int’l Shipping Corp. , 549 U.S. 422, 431 (2007))). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5859 Nor can we find any reason why it would. Consequently, we will discuss the standing of the Objecting Firms together.

a. The Objecting Firms Lack Standing The general principles of Article III st anding discussed above apply with equal force in the context of clas s action settlements and attorn eys’ fees awards. Thus, whether a party has standing to challenge an attorneys’ fe es award (including in the class action context) depends on whether they were actually aggrieved by the award. See Tennille , 809 F.3d at 559; Glasser v. Volkswagen of Am., Inc. , 645 F.3d 1084, 1088–89 (9th Cir. 2011). For example, in Tennille , we recognized that, “[g]en erally, a settling defendant in a class action has no interest in the am ount of attorney fees awarded when those fees are to be paid from the class recovery rather than the defendant’s coffers.” 809 F.3d at 559. Thus, in that case, we conc luded that a defendant lacked standing to challenge how the monies in a common se ttlement fund (that had already been funded by the defendant) were allocated between class clai mants and class counsel. See id. at 557, 560; accord Lyngaas v. Curaden AG , 436 F. Supp. 3d 1019, 1027–28 (E.D. Mich. 2020) (noting that a defendant in a class action had no standing to object to an “incentive award” th at class counsel agreed to pay to a plaintiff).
In Tennille , we also rejected the defenda nt’s argument that it had a “reversionary interest” in the funds because any amount of the common settlement fund that remained after the aw ards of attorneys’ fees a nd the payments to the class could—if it was not released to states w ho released the defendant from liability under Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 5960 their unclaimed-property laws —be used to satisfy outsta nding claims or judgments against the defendant. 809 F.3d at 560–61. We reasoned that any injury to this purported reversionary intere st would be “too attenuated from the award of attorney fees” to support standing. Id. at 560. 33 Further illustrating the proposition th at the party asserting standing must actually be aggrieved, it has been persuasi vely held that while class members have standing to appeal an attorney s’ fees award if the class re covery and attorneys’ fees are paid from a common fund, see Glasser , 645 F.3d at 1088; In re Synthroid Mktg. Litig. , 325 F.3d 974, 976 (7th Ci r. 2003), they generally do not have standing to appeal an attorneys’ fees award when the award co mes from a separate fund, see Glasser , 645 F.3d at 1088–89. 34 As the Ninth Circuit explained in Glasser when considering whether a class member had sta nding to appeal an a ttorneys’ fees award paid directly by the class action defendant , “[i]f modifying the fee award would not ‘actually benefit the objecting class memb er,’ the class member lacks standing because his challenge to th e fee award cannot result in redressing any injury.” 645

33 In contrast, a panel of this Cour t concluded in an unpublished case that the State of Utah had standing to app eal from the approval of a class action settlement agreement when the agreement changed the be neficiary of a fund for unclaimed monies from the State of Utah to the federal government. See Allred v. ReconTrust Co., N.A. , 787 F. App’x 994, 9 96 n.3 (10th Cir. 2019) . We rely on this decision and other unpublished decisions in our analysis only for their persuasive value. See, e.g. , United States v. Engles , 779 F.3d 1161, 1162 n. 1 (10th Cir. 2015).

34 Although it is not relevant here, so me courts have recognized a potential exception to this general ru le when it is alleged that class counsel obtained an excessive fee in exchange for accepting an inadequate se ttlement for the class. See Glasser , 645 F.3d at 1088 (describing the “c onstructive common fund” doctrine). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6061 F.3d at 1088 (quoting Knisley v. Network Assocs., Inc. , 312 F.3d 1123, 1126 (9th Cir. 2002)). Along the same lines , those who object to a cla ss action settlement have no standing to challenge an attorneys’ fees awar d if, due to their stat us as objectors, they would receive no pecuniary benefit from a decr ease in the amount of attorneys’ fees awarded. See Hill v. State Street Corp. , 794 F.3d 227, 231 (1st Cir. 2015); Silverman v. Motorola Sols., Inc. , 739 F.3d 956, 957 (7th Cir. 2013). Likewise—and as particularly relevant here—attorneys have standing to challenge attorneys’ fees awards only if the fees that they would be entitled to would be affected. To be sure, or dinarily the question of whethe r attorneys have standing to challenge orders on attorneys’ fees is relatively straightfo rward. That is because the district court’s decision on a ttorneys’ fees usually would di rectly impact the fees that the appellant-attorneys are en titled to receive; consequently, they would have standing. See In re Volkswagen “Clean Dies el” Mktg., Sales Pracs., & Prods. Liability Litig. , 914 F.3d 623, 640 (9th Cir. 2019) (concluding that law firms whose requests for attorneys’ fees had been denied had “the most compelling case for standing because they suffered an injury (deprivation of attorneys’ fees) that was caused by the conduct complained of (the Fee Order) and would be redressed by judicial relief”). In such cases—as in the challenge to the various fee allocation orders in In re Syngenta I —the issue of standing is unlikely to come up. But if, due to the unique circumstances of the case, an award of attorneys’ fees would have no impact on the fees that a pa rticular attorney c ould receive, that attorney has no standing to challenge the award. For example, in Uselton v. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6162 Commercial Lovelace Motor Freight, Inc. , 9 F.3d 849, 853 (10th Cir. 1993), the district court awarded $5 07,500—29% of the common settlement fund—to class counsel, and later awarded $14,427.49 to a separate counsel. Class counsel challenged both decisions, and we concluded that they lacked standing to object to the award to separate counsel. See id. at 854–55. We reasoned that the fee awarded to the separate counsel “came out of th e common fund remaining after payment of class counsel’s fee. Only th e plaintiff class, none of whos e members is a party to this appeal, could be considered aggrieved by that award.” Id. at 855. The unifying strand throughout these cas es is that an a ppellant—whether a defendant, class member, objector, or atto rney—must be actually aggrieved to challenge an award of attorney s’ fees. In other words, th ey must receive a benefit if the award would be vacated. Those prin ciples control the outcome here. The approximately $7 million “reallocated” by the Watts Guerra Settlement Agreement went directly from the coffers of the Appell ee Parties to th e coffers of Watts Guerra. As the Watts Guerra Settlem ent Agreement itself and th e various orders of the district court made clear, firms that had pending appeal s and did not agree to the Watts Guerra Settlement Agre ement were not required to contribute to the fund at all. 35 See December 2020 Indicative Ruling, ECF No. 4524, at *2 (“[O]bjectors are

35 At times, the Objecting Firms’ briefing—whether intentionally or carelessly—elides this critica lly important fact. For exam ple, in their joint response to the motions to dismiss, the Objecting Firms quote the di strict court’s January 2021 Settlement Order as: “[t]he Court reduces the awards to the Kansas Pool, the Minnesota Pool, and Illinois Pool in the foll owing amounts: . . . The Kansas Pool is reduced by $2,966,333.67 . . . The Minnesota Pool is reduced by $1,582,333.33 . . [.] Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6263 not included in the agreement . . ., and their fee awards w ould not be affected in any way[] . . . .”); Suppl. Jt . App., Vol. I, at 5–6; see also Watts Guerra Settlement Agreement, ECF No. 4485-1 at *1–2. 36

the Illinois Pool is reduced by $2,500,000.” Jt. Suggest ions in Opp’n to Aplees.’ Mots. to Dismiss at *6 (omi ssions in original). The omitted language, though, is crucial. The relevant portion of the Janua ry 2021 Settlement Or der actually reads: (a) The Kansas Pool is reduced by $2,966,333.67, said reduction to be shared pro rata according to awards from the Kansas Pool among all firms awarded fees from the Pool except the law firms of [Toups/Coffman] and Hossley-Emb ry LLP. (b) The Minnesota Pool is reduced by $1,582,333.33, said reduction to be shared pro rata according to awards from the Minnesota pool among all firms awarded fees from the Minnesota Pool except the law firms of Watts Guerra LLP; the Watts Guerra Group as that term is defined in § 2 b.1 of the Agreement; the Sh ields Law Group; the Paul Byrd Law Firm, PLLC; and Johnson Becker PLLC. And (c) the Illinois Pool is reduced by $2,500,000, sa id reduction to be made from the award to [Heninger Ga rrison Davis] . . . . Suppl. Jt. App, Vol. I, at 5–6 (footnote omitted). The omitted language makes clear that the fees received by Byrd/Shields and Hossley-Embry are entirely unchanged by the Watts Guerra Set tlement Agreement.

36 The district court emphasized this fact yet again in its recent December 2023 Disbursement Orde r, underscoring that because “t he payment to Watts Guerra was being made only by certain firms who agreed to the se ttlement,” the “objectors’ fee awards would not be af fected” and they “lacked st anding to object.” December 2023 Disbursement Orde r, ECF No. 4713, at *8. Agai n, although this order has not been appealed, we may take judicial notice of it. See, e.g. , United States v. Ahidley , 486 F.3d 1184, 1192 n.5 (10t h Cir. 2007). And as we have underscored before, see supra note 26, we are fully aware that “[s]tanding is determ ined as of the time the action is brought.” Nova Health Sys. v. Gandy , 416 F.3d 1149, 1154 (10th Cir. 2005). As such, we do not rely on the di strict court’s Decembe r 2023 Disbursement Order as proof—in whole or part—that the Objecting Firms lack standing. Rather, we exercise our discretion to ta ke judicial notice of this d ecision because it illustrates (applying a broader historical lens) how th e Objecting Firms’ arguments about the Watts Guerra Settlement Agreement have been repeatedly rejected. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6364 Thus, although the Objecting Firms undo ubtedly have an in terest in their shares of the $503 million award of attorn eys’ fees, those shares remain unchanged by the Watts Guerra Settlemen t Agreement. This puts th e Objecting Firms in the same position as th e class counsel in Uselton , the defendant in Tennille , and the class members in Glasser : rescinding the award of additi onal attorneys’ fees to Watts Guerra would have no impact on their ultimate fee award. 37 In other words, the Objecting Firms have suffered no injury-in-fa ct and any redress th at this Court could offer by vacating the district court’s a pproval of the Watt s Guerra Settlement Agreement would have no impact whatso ever on the financial interests of Byrd/Shields and Hossley-Embry. This conclusion also accords with the general rule ab out standing to challenge settlements, which is that “non-settling parties have no standing to challenge a settlement.” New Mexico ex rel. State Eng’r v. Carson , 908 F.3d 659, 665 (10th Cir. 2018); see also In re Motor Fuel Te mperature Sales Pracs. Litig. , 872 F.3d 1094, 1110 (10th Cir. 2017) (noting that non-settling defendants generally lack standing to challenge a settlement agreem ent because “they lack ‘a le gally protected interest in the settlement’ and therefore can’t satisfy Article III’s injury-in-fact requirement” (quoting Weinman v. Fid. Cap. Appreciation Fund ( In re Integra Realty Res., Inc. ),

37 The Objecting Firms try to limit Tennille to its facts, observing that this case involved an objecting defendant rather than an objecting attorney

. See Jt. Suggestions in Opp’n to Aplees .’ Mots. to Dismiss at *8. But the general principle of Tennille —that a party whose financial intere sts are unaffected by an award of attorneys’ fees has no standing to appeal that award—does not depend on the identity of that party. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6465 262 F.3d 1089, 1102 (10th Cir. 2001))). Here, that is pr ecisely what the Objecting Firms are—non-set tling parties. And although there is a “l imited exception” to this general rule “for nonsettling parties who can demons trate that they w ill suffer ‘plain le gal prejudice’ as a result of the settlement,” Carson , 908 F.3d at 665 (quoting Weinman , 262 F.3d at 1102), that exception is irreleva nt here. To fall within that exception, a party cannot “show merely the loss of so me practical or strategic a dvantage in litigating their case”; they must instead show a more concrete prejudice, su ch as the loss of a legal claim or cause of action. Weinman , 262 F.3d at 1102; see also In re Motor Fuel Temperature Sales Pracs. Litig. , 872 F.3d at 1110 (concludi ng that a non-party had failed to show that it woul d suffer plain legal prejudice from a settlement agreement when it averred only that the settlement agreement prejudi ced its right to do business as it historically had done a nd burdened its free-speech ri ghts). Here, the Objecting Firms have identified no concrete prejudice that they will suffer as a result of the Watts Guerra Settlement Agreem ent. Nor do they suggest th at they fall within this limited exception to the general rule. Thus, we conclude that the Objecting Firms lack standing to challenge the district court’s approv al of the Watts Guerra Settlement Agreement.
b. The Objecting Firms’ Counterarguments As outlined above, the Objecting Firms have raised a number of overlapping arguments as to why they do have standing to challenge the Watts Guerra Settlement Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6566 Agreement and the district court’s Ja nuary 2021 Settlement Order. We are unpersuaded. First, the Objecting Firms contend that th ey have standing because the Watts Guerra Settlement Agreement denominates them as “Interested Parties.” But the Watts Guerra Settlement Agre ement merely gives Interest ed Parties the right to object—it does not mean that approval of th e agreement suffices as a concrete and particularized injury to the Interested Parties for purpose s of Article III. And the Objecting Firms cite no auth ority supporting their argumen t that this provision could give them standing. Second , the Objecting Firms argue that th ey have an interest in the $503 million aggregate fee award, which suffices to give them standing. But any interest that they have in the $503 million is n ecessarily limited to th eir share of the $503 million—which, as describe d above, would not be impacted by the Watts Guerra Settlement Agreement. See Uselton , 9 F.3d at 854–55. They have no concrete interest in funds that they are not entitled to receive. See id. And the Objecting Firms’ reliance on In re Nineteen Appeals Arisi ng Out of San Juan Dupont Plaza Hotel Fire , 982 F.2d 603, 612 (1st Cir. 1992) is misplaced. Although the court in that case noted that the a ppellant-attorneys had a “prope rty interest in escrowed funds,” that was because the appellant-attor neys would be “depri ved . . . of money” by the order at issue, which “i nvaded” the attorney s’ fees fund to make awards to the steering committee. Id. Here, the approval of the Watts Guerra Settlement Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6667 Agreement did not deprive the Objecting Fi rms of money in any way; they have no claim to the diverted funds. Third , the Objecting Firms argue that the district court’s January 2021 Settlement Order did more than just facilit ate a settlement by di verting monies from the Joint Appellees to Watts Guerra—they c ontend that it changed the district court’s previous allocation among the four pools a nd resulted in an incr ease to the IRPA Pool of $7 million that they could not share in. But, as the dist rict court recognized, this argument is based on a clear misreadi ng of both the Watts Guerra Settlement Agreement and the district court’s orders . The district court has repeatedly emphasized that it was not modifying its earlier allocati on among the pools, and that it was not adding an additional $7 million to the IRPA pool; instead , the district court—and the terms of the Watts Guerra Settlement Agreemen t—made clear that certain firms’ awards from the geographi c pools would be reduced and given to Watts Guerra, which woul d treat its increase as if it had come from the IRPA Pool for purposes of distribution. That is not th e same as the distri ct court adding an additional $7 million to the IRPA pool or reworking the four-way split among the pools. On this point, the district court’s disc ussion of whether it even needed to approve the Watts Guerra Settlement Agreem ent is illuminating. The district court vacillated on whether it was ne cessary for it to weigh in on the settlement agreement, before ultimately deciding that approving the Watts Guerra Se ttlement Agreement was proper because “by altering at the fr ont end the amounts distributed by the Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6768 appointed administrator overseeing the attorn ey fee fund, the Court will be allowing the agreed redistribution of fees to be accomplished in the most efficient manner, while decreasing the likelihood of later delays or disputes concer ning the payments.” December 2020 Indicative Ruling, ECF No. 4524, at *4. This makes clear that all the district court did in approvi ng the Watts Guerra Settleme nt Agreement was to shift money from the Appellee Parties to Watts Gu erra for administrative purposes—not to redraw the lines demar cated by the December 2018 Fee Allocation Order. Fourth , the Objecting Firms seem to s uggest that a “most favored nation clause” in the Watts Guerra Settlement Agreement c onfers standing. The provision at issue provides that the “Appellee Partie s agree not to resolve any of the other pending appeals for an amount equal to or greater than the” approximately seven million received by Watts Guerra. Watts Guerra Settlement Agreement, ECF No. 4485-1, at *3 (footnote omitted). The “pendi ng appeals” referred to in that provision include, inter alia , the Fee Allocation Appeals num bered Nos. 19-3174 and 19-3178, in which Byrd/Shields and Hossley-Embry, respectively, challenged various aspects of the four-pool allocation system. See id. at *3 & n.3. According to the Objecting Firms, the most favored nation clause “af fects an interest [t hey] have in the attorneys’ fee fund by limiting the amount they can recover in settlement” on those appeals—in other words, the most favored nation clause effec tively caps the amount that they could receive in settlement on th eir Fee Allocation Appeals. Jt. Suggestions in Opp’n to Aplees.’ Mots . to Dismiss at *12. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6869 There is, however, a substantial redre ssability problem with the Objecting Firms’ argument. In particular, the re levant appeals are no longer “pending”—the Objecting Firms lost the Fee Allocation Appeals mentioned in the most favored nation clause (Nos. 19- 3174 and 19-3178) in In re Syngenta I . Judgment in both of those appeals has become final with the is suance of the mandate. Thus, even if the most favored nation clause did theoretically impact the Objecting Firms’ ability to settle those appeals when th ey were still ongoing, a decisi on at this stage reversing the district court’s approval of the Watts Guerra Settlement Agreement could not redress any of the alleged harm. Put differe ntly, because it is now impossible for the Objecting Firms to settle thei r Fee Allocation Appeals, any purported injury to their ability to settle those appeals could not now confer standing on them—and thus could not open the door (absent other jurisdictiona l hurdles) to our exercise of subjectmatter jurisdiction. See Brown , 822 F.3d at 1165–66. Furthermore, we are doubtful in a ny event that the alleged injury— viz. , the effect that the most favored nation clause might have on a hypothetical settlement agreement between the Obj ecting Firms and the Joint Appellees—could constitute the necessary “concrete and i mminent” injury-in-fact require d to confer standing. It is entirely speculative how an effective cap on the amount that the Objecting Firms could receive in settlement could impact settlement negotiati ons. The speculative nature of the injury is underscore d in this case where, in fact, no settlement was reached , and the Objecting Firms lost the appeals at issue. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 6970 Although no circuit court has sq uarely addressed this question, 38 a number of district courts—albeit largel y in unpublished opinions—ha ve concluded that such a clause is insufficient to c onfer constitutional standing. See Brown v. Esmor Corr.
Servs. , No. Civ. 98-1282DRD, 2005 WL 1917 869, at *10 (D.N.J. Aug. 10, 2005) (unpublished); In re VMS Ltd. P’ship Secs. Litig. , No. 90 C 2412, 1991 WL 134262, at *4 (N.D. Ill. July 16, 1991) (unpublished); cf. In re Brand Name Prescription Drugs Antitrust Litig. , No. 94 C 897, 1996 WL 351180 , at *2 (N.D. Ill. June 24, 1996) (unpublished) (suggesting, but not deci ding, that a most favored nation clause that purportedly made it more difficult to obtain a favorable settlement agreement was insufficient to confer standing). Thus, even though we need not finally resolve this issue in light of the redressability problem mentioned above, the conclusion suggested by these courts—that the “injury” that such a cl ause inflicts on non-parties to the agreement is too hypothe tical and speculative to confer standing—is, at least at first blush, persuasive. It also accords with our own precedents on when non-parties can challenge settlement agreements, which require non-parties to show “plain legal prejudice” from a settle ment agreement. Weinman , 262 F.3d at 1102 (quoting

38 Watts Guerra cites a cas e from our sister circuit, In re Vitamins Antitrust Class Actions , 215 F.3d 26, 29 (D.C. Cir. 2000), as rejecting the argument that a most-favored nation clau se can support standing. Bu t the court in that case concluded that the appellants lacked prudential standing—a distinct doctrine from the constitutional standing issues pres ent in this case. See In re Vitamins Antitrust Class Actions , 215 F.3d at 29; see also Hill v. Warsewa , 947 F.3d 1305, 1309–10 (10th Cir. 2020) (discussing prudential standing). Pruden tial standing has not been raised by any party in this appeal and, unlike constitutional standing, it is not jurisdictional, see VR Acquisitions, LLC v. Wasatch Cnty. , 853 F.3d 1142, 1146 n.4 (10th Cir. 2017), so we need not inquire into it sua sponte. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 7071 Mayfield v. Barr , 985 F.2d 1090, 1093 (D.C. Cir. 1993)); In re Motor Fuel Temperature Sales Pracs. Litig. , 872 F.3d at 1110. That standard would seemingly not be met by the speculative harm that th e most favored nation clause purportedly caused to the Objecting Firms. Fifth , if the Objecting Firms intended to make an argument that they have standing because of the impact that the Watts Guerra Settlement Agreement would have on their entitlement to interest, they have waived that argument. Reading the record generously, the Objecting Firms seemed to make this argum ent to the district

court. See Byrd/Shields’ and Hossley-Embry’s Am . Objs. & Suggestions in Opp’n to the Jt. Mot. for Indicative Ruling, ECF No . 4492, at *8 (“[T]he Joint-Movants . . . now have exerted authority to disburse the interest earned on the aggregate attorneys’ fee (interest which belongs to all law firms who were awarded common benefit, including [Shields], [Byrd] and [Hossley-E mbry]).”). But they do not develop—and barely mention—that argument in their re sponse to the motions to dismiss, only briefly referencing the fact that the Watts Guerra Settlement Agreement affects the $503 million, which was “in escrow earning in terest.” Jt. Suggestions in Opp’n to Aplees.’ Mots. to Dismiss at *10. Byrd/Shields and Ho ssley-Embry do not explain how the Watts Guerra Settl ement Agreement—which, on its face, only has the potential to affect the ea rned interest to which the settling parties would be entitled— could impact their share of the earned interest. At bottom, the Objecting Firms bear the burden of showing that we have jurisdiction over the appeals, and we are no t obliged to take up their mantle. As Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 7172 such, we conclude that the issue is waived and decline to reach it. See Colo. Outfitters Ass’n v. Hickenlooper , 823 F.3d 537, 552 (10th Cir. 2016) (“[T]he plaintiffs don’t argue they satisfied the el ements of constitutiona l standing. And we decline to make that argument for them.”); Raley v. Hyundai Motor Co., Ltd. , 642 F.3d 1271, 1275 (10th Cir. 2011) (“Where an appellant fails to l ead, we have no duty to follow. It is the appella nt’s burden, not ours, to c onjure up possible theories to invoke our legal authority to hear her appeal.”); cf. United States v. Walker , 918 F.3d 1134, 1151 (10th Cir. 2019) (“[A]rguments may be d eemed waived when they are advanced . . . only ‘in a pe rfunctory manner.’” (quoting United States v. Wooten , 377 F.3d 1134, 1145 (10th Cir. 2004))). Sixth , the Objecting Firms’ argument that they have suffered a procedural injury that suffices to give them standing is unavailing. To begin, the very premise of their argument is unsou nd: as explained above, the district court did not contravene its earlier allocation system by reallocating $7 million to the IRPA Pool or redrawing the lines of the four pools. Instead, it simply a ltered the ultimate distribution of funds to effectuate the Wa tts Guerra Settlement Agreement. Thus, there was no need for the district court to make add itional findings as the Objecting Firms contend were required under Rules 23(h), 52(a), and 54(d)(2). Nor, then, did the district court violate its obligation to ensure that the attorn eys’ fees award was reasonable, as the Objecting Firms contend. Moreover, even assuming that the pro cedural requirements of Rules 23(h), 52(a), and 54(d)(2) were violated, that alone is not enough to co nfer standing. A Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 7273 procedural injury must, in fa ct, be related to a concrete injury; “a bare procedural violation, divorced from any concre te harm,” is insufficient. Spokeo , 578 U.S. at 341; see also id. at 342 (“Robins cannot satisfy the demands of Article III by alleging a bare procedural violation. A violation of one of th e [Fair Credit Reporting Act’s] procedural requirements may result in no harm .”). But because the Objecting Firms’ share of the attorneys’ fe es awards was entirely unaffe cted by the Watts Guerra Settlement Agreement, a “bare procedural violation” is all the Objecting Firms can allege. Finally, despite bearing the burden to sh ow standing, the Objecting Firms cite no authority whatsoever for th e assertion that bare viol ations of the procedural requirements of Rules 23(h), 52(a), and 54(d)(2 ) are sufficient to gi ve rise to standing under a “procedural injury” th eory even when an appellant is not actually impacted by the district court’ s ruling at issue. For those reasons, we re ject the Objecting Firm s’ counterarguments and conclude that the Objecting Firms lack st anding to challenge the district court’s January 2021 Settlement Order.
2. Challenge to the January 2021 Disbursement Orders With the Objecting Firms’ challenge to the January 2021 Settlement Order resolved, all that remains of the Watts Guerra Settlemen t Appeals is the Objecting Firms’ challenge to the Janua ry 2021 Disburse ment Orders. 39 We must determine,

39 It is unclear whether the Object ing Firms intend in the Watts Guerra Settlement Appeals to challenge the distri ct court’s denial of their motions for Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 7374 then, if the latter challenge presents any justiciable issues . Although the parties have focused on the approval of the Watts Gue rra Settlement Agreemen t itself rather than the disbursement of funds, logic as well as principles of st anding and mootness dictate that the answer is no . This conclusion follows from the nature of the January 2021 Disbursement Orders and the scope of the Objecting Firms’ challenge to them. Those orders simply disbursed the funds previously allocated by the previous fee allocation orders— specifically, the March 2019 Kansas Pool Allocation Order, the July 2019 Minnesota Pool Allocation Order, the July 2019 Expense Order, a nd the November 2019 Illinois Pool Allocation Order—as modified by th e January 2021 Settlement Order approving the Watts Guerra Settlement Agreement. In the district court, the Objecting Firms had opposed this disbursement , arguing (1) the district c ourt lacked jurisdiction to

reconsideration, see supra note 12. To the extent that they do so, we reject that attempt. In In re Syngenta I , we concluded that (1) the Objecting Firms had “effectively waived” th eir argument as to why the distri ct court erred in denying their motions for reconsideration by failing to incl ude the issue in their opening briefs and (2) noted that their arguments on the mo tion-for-reconsideration issue are “meritless and irrelevant to our review, and they do no thing to cast doubt on the Kansas district court’s fee allocation decisi ons.” 61 F.4th at 1223–24. The Objecting Firms have not indicated that they believe their chal lenge to the denial of their motions for reconsideration remains live after In re Syngenta I ; they did not mention the issue at all in any of their filings made after In re Syngenta I , including in their memoranda on mootness. In fact, the only time that the Objecting Firms have mentioned the motions for reconsideration at all in the Watts Guerra Se ttlement Appeals is when the Objecting Firms mentioned the contrast be tween the denial of their motions for reconsideration and the approval of the Watts Guerra Settlement Agreement. See Jt. Suggestions in Opp’n to Aplees .’ Mots. to Dismiss at *3–5, *9. Particularly in light of the fact that it is the Objecting Fi rms’ burden to assure us that we have jurisdiction, we conclude that they may no t raise a challenge to the denial of their motions for reconsideration in the Watts Guerra Settlement Appeals. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 7475 distribute the funds because there were pe nding appeals of the fee allocation orders; (2) it would be difficult to claw back the distributed funds if the fee allocation appeals were resolved in favor of the appellants; a nd (3) the disbursement was predicated on approval of the improper Watts Guerra Settlement Agreement. But since the Watts Guerra Settlement Ap peals were filed, we affirmed all of the fee allocation orders. See In re Syngenta I , 61 F.4th at 1170. As such, many of the arguments that the Objecting Firms ma de against the January 2021 Disbursement Orders— viz. , that it would be difficu lt to claw back the di stributed funds if the Objecting Firms were success ful in the Fee Allocation A ppeals—are now stale. In other words, we do not see how there can be a live contr oversy with respect to the distribution of funds allocated by fee allocation orders when we have already affirmed those orders . Any relief that we would grant in vacating the January 2021 Distribution Orders would thus not have any “effect in th e real world” because those orders merely effectuated the fee al location orders which are final. Brown , 822 F.3d at 1165–66 (quoting U.S. Dep’t of Agric. , 414 F.3d at 1212). Therefore, the challenge to the January 2021 Disbursement Orders is, at le ast in part, moot. This conclusion is supported by the Objecting Firms’ me moranda concerning mootness. Recall that we required Byrd/S hields and Hossley-Embry to explain why the Watts Guerra Settlement Appeals were not moot in li ght of our resolution of the Fee Allocation Appeals in In re Syngenta I . Their responsive memoranda explained that the Watts Guerra Settlem ent Appeals were not moot b ecause the challenge to the reallocation of $7 million from the Appellee Pa rties to Watts Guerra was outside the Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 7576 scope of the Fee Allocation Ap peals that we decided in In re Syngenta I . But even though it is their burden to show that we have jurisdiction, th e Objecting Firms did not make any distinct argumen t that a live challenge remain ed to any other aspect of the January 2021 Disbursement Orders. In fact, the onl y time that the Objecting Firms’ mootness memoranda referred to the January 2021 Disburseme nt Orders at all is when they were describing the orders being appealed from—and even there, those orders were discussed only in the context of the Watts Guerra Se ttlement Agreement. Specifically, the memoranda noted that the Objecting Firms appealed from the District court’s Order/Judgmen t overruling the Shields/Byrd Plaintiffs’ Counsel’s objections to the Motion for Disbursement and Order/Judgment dis bursing $444 million to pay attorney fees and expenses where the disburseme nt occurred after the district court rearranged money among the four pools, but without any findings that its previous allo cation among the four pools was unreasonable and without any ne w findings as required by F ED

. R. C IV

. P. 23(h) that the reallocation (w hich awarded one law firm an additional $7 million) was fair or equitable. Aplts.’ Mem. Concerning Lack of Mootne ss filed by Byrd/Shields at *2; Aplt.’s Mem. Concerning Lack of Mootness filed by Hossley-Embry at *2. Thus, the only aspect of the January 2021 Disburseme nt Orders that the Objecting Firms themselves mention is the fact that those orders incorporate th e Watts Guerra Settlement Agreement. They do not argue at all that any other aspect of their challenge to the January 2021 Disbursement Orders is still viable. 40 Again, we have no obligation to follow where the appellants do not lead. See Raley , 642 F.3d at 1275.

40 One of the other arguments that th e Objecting Firms originally made in opposition to the disbursement of funds was th at the district cour t lacked jurisdiction Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 7677 And as discussed above, Byrd/Shields and Hossley-Embry lack standing to pursue their challenge to the underlying i ssue—the approval of the Watts Guerra Settlement Agreement. Thus, to the exte nt that the appeal of the January 2021 Disbursement Orders challe nges the disbursement of the $7 million shifted around by the Watts Guerra Settlement Agreement, the Objecting Firms lack standing to bring that challenge. When that re ality is combined with the fact that there is no live controversy about any other aspect of the January 2021 Disbursement Orders, it becomes evident that the Obj ecting Firms’ challenge to t hose orders does not present the current case or controversy that Article III requires. Thus, we lack subject-matter jurisdiction.

because the fee allocation appeals were pendi ng, so the district court should instead have issued an indicative ruling under Fede ral Rule of Civil Procedure 62.1. The district court rejected this argument, concluding that it ha d jurisdiction. Byrd/Shields and Hossley-Embry do not mention this asp ect of the district court’s order in the memoranda they filed in res ponse to our order to show cause as to why the Watts Guerra Settlement Appeals were not moot —instead, they argue only that the Watts Guerra Settlement Agreement was out side the scope of our review in In re Syngenta I . Thus, Byrd/Shields and Ho ssley-Embry have failed to argue that the jurisdictional issue they raised is still viable, and we will not ma ke that argument for them. See Raley , 642 F.3d at 1275 (“Where an appellant fails to lead, we have no duty to follow. It is the appellant ’s burden, not ours, to conj ure up possible theories to invoke our legal authority to hear her appeal.”); Patrick G. by and through Stephanie G. v. Harrison Sch. Dist. No. 2 , 40 F.4th 1186, 1214–15 ( 10th Cir. 2022) (“[The plaintiffs] make no meaningful argument—s upported by authority or even logic—for why this claim is viable (i.e., not moot) . . . . At the end of the day, [the plaintiffs] must convince us that jurisdiction is presen t, and we will not make arguments in this respect for them.”). Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 7778 III. CONCLUSION In sum, it is clear from the existing record that the Objecting Firms lack standing to challenge the district court’s approval of the Watts Guerra Settlement Agreement, which did not rework the attorney s’ fees allocation system and did not in any way affect the Objecting Firms’ share of the funds. More over, there is no live controversy with respect to any other aspect of the di strict court’s January 2021 Disbursement Orders. As su ch, we lack subject-matter ju risdiction over the entirety of the Watts Guerra Settlement Appeals (Nos. 21-3021 and 21-3022). In light of that conclusion, we agree w ith the Joint Appellees and Watts Guerra that we must dismiss the Watts Guerra Settlement Appeals (Nos. 21-3021 and 21- 3022). We thus lift the abatement of the Watts Guerra Settlement Appeals, grant the motions to dismiss filed by Watts Gu erra and Settlement Class Counsel, and
dismiss these appeals. More specifically, as to the Objecting Firms’ mo tion to lift the abatement and enter a scheduling order, we grant it in part, deny it in part , and defer ruling on it in part :

 We grant the motion to the extent that it requests that we lift the abatement of the Watts Guerra Settlement Appeals.

 We deny (as moot) the motion insofar as it requests that we enter scheduling orders in the Watts Guerra Settlement Appeals. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 7879  And we defer ruling on the motion insofar as it requests that we lift the abatement or take any other action in the IRPA Pool Allocation Appeals. 41

41 To be clear, we do not today deci de any aspect of the IRPA Pool Allocation Appeals (Nos. 21-31 10 and 21-3111) or the Conti ngent Cross-Appeal (No. 21-3121), including any pending motions in those appeals. Briefing in the IRPA Pool Allocation Appeals and the Contingent Cross-Appeal remains abated, and the Objecting Firms’ motion to lift the abatem ent and enter a scheduling order remains under advisement with respect to the IR PA Pool Allocation Appeals. Nor do we directly opine on the district court’s D ecember 2023 Disbursement Order, which is not the subject of any pending appeal. Appellate Case: 21-3021 Document: 010111013297 Date Filed: 03/11/2024 Page: 79