In re MetLife Demutualization Litigation

In re MetLife Demutualization Litigation (E.D.N.Y. 2006, CV 00-2258), involved a several-step demutualization process by which MetLife Co. converted from a mutual life insurance company to a stock life insurance company called MetLife, Inc. Plaintiffs, former policy holders who exchanged their policies for stock as part of the demutualization process, alleged that the information booklet in which the directors urged approval of the process contained misrepresentations and material omissions, including that MetLife, Inc. issued an excess supply of shares in an initial public offering, depressing the stock price, as part of an undisclosed share buyback scheme. (Id. at pp. 4-7.) The court referred to the broadness of the term "involve" in holding that MetLife Co. could be viewed as the "issuer" for purposes of the carve-out even though MetLife, Inc. issued the IPO shares. (Id. at pp.16-19.) After explaining that the alleged misconduct was attributed to MetLife Co. officers and directors, the court went on to state: "A permissible action is any covered class action which 'involves the purchase or sale of securities by the issuer.' 15 U.S.C. 78bb(f)(3)(A)(ii). The definition of 'involve' is quite broad, indicating that a number of securities may be purchased or sold. See Webster's II New Riverside Dictionary (Rev. Ed. 1996) at p. 367 (defining 'involve' as 'to contain as a part.') Thus, the Delaware Carve Out could apply to both MetLife Co. and MetLife, Inc. shares." (MetLife, at pp. 18-19.) MetLife referred to the "broad" language of the carve-out again in rejecting the argument that the case did not come within its second prong because some of the policyholders, who held only voting rights but not interests in the company's surplus, were not "equity security holders." (15 U.S.C. 788bb(f)(3)(A)(ii)(II).) The court stated, "Again, the broad language of the Section controls. The class action need only 'involve' a recommendation with respect to the sale of securities. The statute does not state, nor even imply, that all class members must be able to act on such recommendation." (MetLife, supra, at p. 23.)