EXHIBIT 10.ai
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into between and among, on the one hand, (i) Ralph S. Janvey, solely in his capacity as the court-appointed receiver for the Stanford Receivership Estate (the “Receiver”); (ii) the Official Stanford Investors Committee (the “Committee”); (iii) individual plaintiffs Guthrie Abbott, Steven Queyrouze, Salim Estefenn Uribe, Sarah Elson-Rogers, Diana Suarez, and Ruth Alfille de Penhos (collectively, the “Rotstain Investor Plaintiffs”); (iv) each of the plaintiffs in Smith, et al. v. Independent Bank, et al., CA No. 4-20-CV-00675 (S.D. Tex.) (collectively, the “Smith Investor Plaintiffs”); and, on the other hand, (v) Trustmark National Bank (“Trustmark”). The Receiver, the Committee, the Rotstain Investor Plaintiffs, and the Smith Investor Plaintiffs are collectively referred to as the “Plaintiffs.” Plaintiffs, on the one hand, and Trustmark, on the other hand, are referred to in this Agreement individually as a “Party” and together as the “Parties.”
WHEREAS, on February 16, 2009, the U.S. Securities and Exchange Commission (the “SEC”) initiated SEC v. Stanford International Bank, Ltd., Civil Action No. 3:09-cv-00298-N (N.D. Tex.) (the “SEC Action”), alleging that Robert Allen Stanford, James M. Davis, Laura Pendergest-Holt, Stanford International Bank, Ltd. (“SIB”), Stanford Group Company, Stanford Capital Management, LLC, and Stanford Financial Group (the “Defendants”) had engaged in a fraudulent scheme affecting tens of thousands of customers from over one hundred countries;
WHEREAS, in an order dated February 16, 2009, in the SEC Action (ECF No. 10), the United States District Court for the Northern District of Texas (the “Court”) assumed exclusive jurisdiction and took possession of the assets and other tangible and intangible monies and property, as further set forth in that order, of the Defendants and all entities they own or control (the “Receivership Assets”), and the books and records, client lists, account statements, financial
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and accounting documents, computers, computer hard drives, computer disks, internet exchange servers, telephones, personal digital devices and other informational resources of or in possession of the Defendants, or issued by Defendants and in possession of any agent or employee of the Defendants (the “Receivership Records”);
WHEREAS, in that same order (ECF No. 10), Ralph S. Janvey was appointed Receiver for the Receivership Assets and the Receivership Records (collectively, the “Receivership Estate”) with the full power of an equity receiver under common law as well as such powers as are enumerated in that order, as amended by an order in that same matter, dated March 12, 2009 (ECF No. 157), and as further amended by an order entered in that same matter, dated July 19, 2010 (ECF No. 1130);
WHEREAS, Ralph S. Janvey has served as Receiver continuously since his appointment and continues to so serve;
WHEREAS, John J. Little was appointed to serve as examiner (the “Examiner”) by an order entered in the SEC Action, dated April 20, 2009 (ECF No. 322), to assist the Court in considering the interests of the worldwide investors in any financial products, accounts, vehicles or ventures sponsored, promoted or sold by any defendants in the SEC Action;
WHEREAS, John J. Little has served as Examiner continuously since his appointment and continues to so serve;
WHEREAS, the Committee was created pursuant to an order entered in the SEC Action, dated August 10, 2010 (ECF No. 1149) (the “Committee Order”), to represent the customers of SIB, who, as of February 16, 2009, had funds on deposit at SIB and/or were holding certificates of deposit (“CDs”) issued by SIB (the “Stanford Investors”);
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WHEREAS, by the Committee Order, the Examiner was named as the initial Chairperson of the Committee;
WHEREAS, the Examiner has served as Chairperson of the Committee continuously since his appointment and continues to so serve;
WHEREAS, on August 23, 2009, Guthrie Abbott, Steven Queyrouze, Peggy Roif Rotstain, Juan Olano, Catherine Burnell, and Jamie Alexis Arroyo Bornstein (the latter four of whom were later replaced by substitute plaintiffs Sarah Elson-Rogers, Salim Estefenn Uribe, Ruth Alfille de Penhos, and Diana Suarez on May 1, 2015 (Rotstain ECF No. 237)) filed their Original Petition in the district court of Harris County, Texas (Rotstain ECF No. 1-4)—a putative class action captioned Rotstain, et al. v. Trustmark National Bank, et al. (the “Rotstain Litigation”)—naming Trustmark as one of several defendants;
WHEREAS, on November 13, 2009, the Rotstain Litigation was removed to the U.S. District Court for the Southern District of Texas (“Transferor Court”) (Rotstain ECF No. 1) where it was assigned Civil Action No. 4:09-cv-03673 and was then transferred to and consolidated with the Stanford Multidistrict Litigation proceeding in the U.S. District Court for the Northern District of Texas (“MDL Court”) (Rotstain ECF No. 6) and assigned Civil Action No. 3:09-cv-02384-N;
WHEREAS, on December 14, 2009, Harold Jackson, Paul Blaine Smith, Carolyn Bass Smith, Christine Nichols, Ronald Hebert, and Ramona Hebert (collectively, the “Jackson Investor Plaintiffs”) filed a petition in the district court of Ascension Parish, Louisiana against Trustmark and other defendants (Jackson ECF No. 1-5) captioned Jackson, et al. v. Cox, et al. (the “Jackson Litigation”); on January 11, 2010, the Jackson Litigation was removed to the U.S. District Court for the Middle District of Louisiana (Jackson ECF No. 1), where it was assigned Civil Action No. 3:10-cv-00029, was then transferred to and consolidated with the Stanford Multidistrict Litigation
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proceedings in the MDL Court (Jackson ECF No. 14), assigned Civil Action No. 3:10-cv-00328-N, and was then stayed (Jackson ECF No. 23);
WHEREAS, on January 4, 2011, the Receiver assigned to the Committee any and all causes of action the Receivership Estate may have had against Trustmark and other defendants (Rotstain ECF No. 865, Ex. 10);
WHEREAS, on December 6, 2012, the Committee successfully intervened in the Rotstain Litigation (Rotstain ECF No. 129), and filed an Intervenor Complaint against Trustmark and other defendants on February 15, 2013 (Rotstain ECF No. No. 133);
WHEREAS, on November 2, 2015, the Rotstain Investor Plaintiffs filed their Second Amended Class Action Complaint against Trustmark and other defendants seeking actual damages, costs, and attorneys’ fees (Rotstain ECF No. 350), which remains the Rotstain Investor Plaintiffs’ operative complaint against Trustmark in the Rotstain Litigation;
WHEREAS, on November 7, 2017, the MDL Court denied the Rotstain Investor Plaintiffs’ motion for class certification (Rotstain ECF No. 428), and the U.S. Court of Appeals for the Fifth Circuit later declined interlocutory review of the class-certification denial in a matter captioned Rotstain, et al. v. Trustmark National Bank, et al., No. 17-90038 (5th Cir.) (Order; Apr. 20, 2018);
WHEREAS, on May 3, 2019, following the denial of the Rotstain Investor Plaintiffs’ motion for class certification, hundreds of Stanford investors unsuccessfully moved to intervene in the Rotstain Litigation (Rotstain ECF No. 562), the denial of which: (A) prompted many of these investors to file a separate suit against Trustmark and others in Harris County, Texas district court—Smith, et al. v. Independent Bank, et al. (the “Smith Litigation”)—which suit was later removed to the U.S. District Court for the Southern District of Texas (Smith ECF No. 1), was
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assigned Civil Action No. 4:20-cv-00675 (S.D. Tex.), and was then stayed without the opposition of the Smith Investor Plaintiffs and in accordance with an order issued in the SEC Action (Smith ECF No. 10); and (B) prompted other would-be intervenors to seek immediate review of their denied motions to intervene in the U.S. Court of Appeals for the Fifth Circuit (Rotstain ECF No. 574) which, on February 3, 2021, upheld the MDL Court’s intervention denial in an opinion captioned Rotstain v. Mendez, No. 19-11131 (5th Cir.) (Op.; Feb. 3, 2021);
WHEREAS, on June 15, 2020, the Committee filed its Second Amended Intervenor Complaint against Trustmark and other defendants seeking actual damages, punitive damages, costs, and attorneys’ fees (Rotstain ECF No. 735), which remains the Committee’s operative complaint against Trustmark in the Rotstain Litigation;
WHEREAS, on March 19, 2021, the Committee and the Rotstain Investor Plaintiffs filed a notice abandoning all of their respective claims against Trustmark with the exception of (A) their claims for aiding, abetting, or participating in violations of the Texas Securities Act (the “TSA”) and (B) their claims for aiding, abetting, or participation in breaches of fiduciary duties (Rotstain ECF No. 976);
WHEREAS, on January 20, 2022, the MDL Court granted in part and denied in part Trustmark and other defendants’ motions for summary judgment (Rotstain ECF No. 1150) and recommended that the Rotstain Litigation be remanded to the Transferor Court in the U.S. District Court for the Southern District of Texas for further proceedings (Rotstain ECF No. 1151);
WHEREAS, on March 10, 2022, the Rotstain Litigation was transferred back to the Transferor Court in the U.S. District Court for the Southern District of Texas where it was assigned Civil Action No. 4:22-cv-00800 (Rotstain ECF No. 1157);
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WHEREAS, on November 3, 2022, the Transferor Court denied Trustmark and other defendants’ Rule 12(b)(1) motion to dismiss for lack of standing (Rotstain ECF No. 1319);
WHEREAS, on November 10, 2022, the Transferor Court entered its Fifth and Final Amended Scheduling Order, setting a trial beginning on February 27, 2023 (Rotstain ECF No. 1326);
WHEREAS, on November 17, 2022, the Transferor Court denied Trustmark and other defendants’ Rule 12(b)(1) motion to dismiss for lack of jurisdiction based on the TSA’s statute of repose (Rotstain ECF No. 1328);
WHEREAS, Trustmark expressly denies any and all allegations of wrongdoing, fault, liability, or damages whatsoever and is entering into this Agreement solely to avoid the burden, substantial expense, and risks of litigation;
WHEREAS, Plaintiffs have conducted an investigation into the facts and the law relating to the Rotstain Litigation, the Smith Litigation, and the Jackson Litigation (collectively, the “Litigation”) and after considering the results of that investigation and the benefits of this Settlement (as defined in Paragraph 17), as well as the burden, expense, and risks of litigation, have concluded that a settlement with Trustmark under the terms set forth below is fair, reasonable, adequate, and in the best interests of the Plaintiffs, the Interested Parties, and all Persons affected by the Stanford Entities, and have agreed to enter into the Settlement and this Agreement, and to use their best efforts to effectuate the Settlement and this Agreement;
WHEREAS, the Parties desire to fully, finally, and forever compromise and effect a global settlement and discharge of all claims, disputes, and issues between and among them;
WHEREAS, the Parties have engaged in extensive, good-faith, and arm’s-length negotiations, leading to this Agreement;
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WHEREAS, absent approval of this Settlement as required herein, the Litigation will likely take many more years and cost the Parties millions of dollars to litigate to final judgment and through appeals, and the outcome of all such litigation would have been uncertain;
WHEREAS, in Zacarias v. Stanford Int’l Bank, Ltd., 931 F.3d 382, 387 (5th Cir. 2019), the Fifth Circuit confirmed approval of a settlement that was conditioned on bar orders enjoining related Ponzi-scheme suits filed against the defendants in that litigation and entry of the bar orders;
WHEREAS, the Examiner, both in his capacity as Chairperson of the Committee and in his capacity as the Court-appointed Examiner, participated in the negotiation of the Settlement;
WHEREAS, the Committee has approved the terms of this Agreement and the Settlement, as evidenced by the signature hereon of the Examiner in his capacity as Chairperson of the Committee;
WHEREAS, the Examiner, in his capacity as Examiner, has reviewed this Agreement and the terms of the Settlement and, as evidenced by his signature hereon, has approved the terms of this Agreement and the Settlement and will recommend that this Agreement, and the terms of the Settlement be approved by the Court and implemented;1 and
WHEREAS, the Receiver has reviewed and approved this Agreement and the terms of the Settlement, as evidenced by his signature hereon;
NOW, THEREFORE, in consideration of the agreements, covenants, and releases set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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1 The Examiner has also executed this Agreement to confirm his obligation to post Notice on his website, as required herein, but is not otherwise individually a party to the Settlement or the Litigation.
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The following terms, as used in this Agreement, the Bar Order (defined in Paragraph 19), and the Judgment and Bar Order (defined in Paragraph 19), have the following meanings:
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A general release does not extend to claims which the creditor does not know or suspect to
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exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
Each Releasor acknowledges that he, she, or it may hereafter discover facts different from, or in addition to, those which such Releasor now knows or believes to be true with respect to the Settled Claims, but nonetheless agrees that this Agreement, including the releases granted herein, will remain binding and effective in all respects notwithstanding such discovery. Unknown Claims include contingent and non-contingent claims, whether or not concealed or hidden, without regard to the subsequent discovery or existence of different or additional facts. These provisions concerning unknown and unsuspected claims and the inclusion of Unknown Claims in the definition of Settled Claims were separately bargained for and are an essential element of this Agreement and the Settlement.
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BY ENDORSING THIS CHECK, I RELEASE ALL CLAIMS, KNOWN OR NOT, AGAINST TRUSTMARK NATIONAL BANK OR REPUBLIC NATIONAL BANK, AND THEIR EMPLOYEES (WHETHER CURRENT OR PAST), ARISING FROM OR RELATING TO STANFORD INTERNATIONAL BANK, LTD. OR ANY OF ITS RELATED ENTITIES AND ACCEPT THIS PAYMENT IN FULL SATISFACTION THEREOF.
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If to Trustmark:
Trustmark National Bank
Attn: Michael A. King
Senior Vice President and General Counsel
P.O. Box 291
Jackson, MS 39205-0291
Telephone: (601) 208-5088
Facsimile: (601) 208-6424
Email: MKing@trustmark.com
and
Robin C. Gibbs
Gibbs & Bruns LLP
1100 Louisiana St., Suite 5300
Houston, Texas 77002
Telephone: (713) 650-8805
Facsimile: (713) 750-0903
E-mail: rgibbs@gibbsbruns.com
and
Ashley M. Kleber
Gibbs & Bruns LLP
1100 Louisiana St., Suite 5300
Houston, Texas 77002
Telephone: (713) 650-8805
Facsimile: (713) 750-0903
E-mail: akleber@gibbsbruns.com
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If to Plaintiffs:
James R. Swanson
Fishman Haygood, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170-4600
T: (504) 586-5252
F: (504) 586-5250
jswanson@fishmanhaygood.com
and
Edward C. Snyder
Castillo Snyder, PC
One Riverwalk Place
700 N. St. Mary’s, Suite 405
San Antonio, Texas 78205
Telephone: 210-630-4200
Fax: 210-630-4210
E-mail: esnyder@casnlaw.com
and
John J. Little
John J. Little Law, PLLC
8150 N. Central Expressway, 10th Floor
Dallas, Texas 75206
Telephone: 214.989.4180
Cell: 214.573.2307
Fax: 214.367.6001
E-mail: john@johnlittlelaw.com
and
Ralph S. Janvey
2100 Ross Ave
Suite 2600
Dallas, TX 75201
E-mail: rjanvey@kjllp.com
and
Kevin Sadler
Baker Botts
1001 Page Mill Road
Building One, Suite 200
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Palo Alto, California 94304-1007
E-mail: kevin.sadler@bakerbotts.com
Each Party shall provide notice of any change to the service information set forth above to all other Parties by the means set forth in this paragraph.
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IN WITNESS HEREOF, the Parties have executed this Agreement signifying their agreement to the foregoing terms.
Ralph S. Janvey, in his capacity as the Receiver for the Stanford Receivership Estate
_________________________________
John J. Little, in his capacity as Examiner
________________________________
Official Stanford Investors Committee
_________________________________ By: John J. Little, Chairperson
_________________________________ |
|
Date: __________
Date: ___________
Date: ___________
|
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Guthrie Abbott by James R. Swanson, attorney-in-fact
_________________________________ Steven Queyrouze by James R. Swanson, attorney-in-fact
_________________________________ Salim Estefenn Uribe by James R. Swanson, attorney-in-fact
_________________________________ Sarah Elson-Rogers by James R. Swanson, attorney-in-fact
_________________________________ Diana Suarez by James R. Swanson, attorney-in-fact
_________________________________ Ruth Alfille de Penhos by James R. Swanson, attorney-in-fact
_________________________________ The Smith Investor Plaintiffs (as defined in the Agreement) Fishman Haygood, L.L.P. by James R. Swanson, attorney-in-fact
Trustmark National Bank
_________________________________ By: Michael A. King Title: Senior Vice President and General Counsel |
| Date: __________
Date: __________
Date:____________
Date: __________
Date: __________
Date: __________
Date: __________
Date: __________
|
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IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. STANFORD INTERNATIONAL BANK, LTD., et al., Defendants. | § § § § § § § § § § |
Civil Action No. 3:09-CV-0298-N |
NOTICE OF SETTLEMENT AND BAR ORDER PROCEEDINGS
PLEASE TAKE NOTICE that Ralph S. Janvey, in his capacity as the Court-appointed Receiver for the Stanford Receivership Estate (the “Receiver”) and the Official Stanford Investors Committee (the “Committee”) (the Receiver and the Committee, collectively, the “Movants”), have reached an agreement (the “Settlement Agreement”) to settle all claims asserted or that could have been asserted against Trustmark National Bank (“Trustmark”) in Rotstain, et al. v. Trustmark National Bank, et al., Civil Action No. 4:22-cv-00800 (S.D. Tex.) (the “Rotstain Litigation”), Jackson, et al. v. Cox, et al., Civil Action No. 3:10-cv-00328-N (N.D. Tex.) (the “Jackson Litigation”), or Smith, et al. v. Independent Bank, et al., Civil Action No. 4:20-cv-00675 (S.D. Tex.) (the “Smith Litigation”) (the Rostain Litigation, the Jackson Litigation, and the Smith Litigation are referred to collectively herein as the “Litigation”).
PLEASE TAKE FURTHER NOTICE that the Movants have filed an Expedited Request for Entry of Scheduling Order and Motion to Approve Proposed Settlement with Trustmark, to Approve the Proposed Notice of Settlement with Trustmark, to Enter the Bar Order, and to Enter the Rule 54(b) Final Judgment and Bar Order (the “Motion”), filed in SEC v. Stanford Int’l Bank, Ltd., No. 3:09-cv-0298-N (N.D. Tex.) (the “SEC Action”). Copies of the Settlement Agreement,
Trustmark Settlement
Exhibit A
the Motion, and other supporting papers may be obtained from the Court’s docket in the SEC Action (ECF No. ____), and are also available on the websites of the Receiver (http://www.stanfordfinancialreceivership.com) and the Examiner (www.lpf-law.com/examiner-stanford-financial-group/). Copies of these documents may also be requested by email, by sending the request to Lara Richards at lrichards@fishmanhaygood.com; or by telephone, by calling (504) 586-5252. All capitalized terms not defined in this Notice of Settlement and Bar Order Proceedings are defined in the Settlement Agreement, attached as Exhibit 1 of the Appendix to the Motion.
PLEASE TAKE FURTHER NOTICE that the Motion requests that the Court approve the Settlement and enter a bar order permanently enjoining, among others, Interested Parties,1 including Stanford Investors,2 Plaintiffs,3 Claimants,4 and Joint Liquidators5 from pursuing Settled Claims,6 including claims you may possess, against Trustmark.
__________________________
1 “Interested Parties” means the Receiver; the Receivership Estate; the Committee; the members of the Committee; the Plaintiffs; the Stanford Investors; the Claimants; the Examiner; the Joint Liquidators; the Jackson Investor Plaintiffs; or any Person or Persons alleged by the Receiver, the Committee, or other Person or entity on behalf of the Receivership Estate to be liable to the Receivership Estate, whether or not a formal proceeding has been initiated.
2 “Stanford Investors” means customers of Stanford International Bank, Ltd. (“SIB”), who, as of February 16, 2009, had funds on deposit at SIB, and/or were holding certificates of deposit issued by SIB.
3 “Plaintiffs” means the Receiver, the Committee, the individual plaintiffs in the Rostain Litigation (Guthrie Abbott, Steven Queyrouze, Salim Estefenn Uribe, Sarah Elson-Rogers, Diana Suarez, and Ruth Alfille de Penhos), and each of the plaintiffs in the Smith Litigation.
4 “Claimants” means any Persons who have submitted a Claim to the Receiver or to the Joint Liquidators.
5 “Joint Liquidators” means Hugh Dickson and Mark McDonald, in their capacities as the joint liquidators appointed by the Eastern Caribbean Supreme Court in Antigua and Barbuda to take control of and manage the affairs and assets of SIB or any of their successors or predecessors.
6 “Settled Claim” generally means any action, cause of action, suit, liability, claim, right of action, right of levy or attachment, or demand whatsoever, whether or not currently asserted, known, suspected, existing, or discoverable, and whether based on federal law, state law, foreign law, common law, or otherwise, and whether based on contract, tort, statute, law, equity or otherwise, that a Releasor ever had, now has, or hereafter can, shall, or may
Trustmark Settlement
Exhibit A
PLEASE TAKE FURTHER NOTICE that the settlement amount is one hundred million U.S. dollars ($100,000,000.00) (the “Settlement Amount”). The Settlement Amount, less any fees and costs awarded by the Court to the attorneys for Plaintiffs and expenses paid by the Receiver (the “Net Settlement Amount”), will be deposited with and distributed by the Receiver pursuant to a Distribution Plan hereafter to be approved by the Court in the SEC Action (see subparagraph f below).
This matter may affect your rights and you may wish to consult an attorney.
The material terms of the Settlement Agreement include the following:
________________________________
have, directly, representatively, derivatively, or in any other capacity, for, upon, arising from, relating to, or by reason of any matter, cause, or thing whatsoever, that, in full or in part, concerns, relates to, arises out of, or is in any manner connected with (i) the Stanford Entities; (ii) any CD, depository account, or investment of any type with any one or more of the Stanford Entities; (iii) Trustmark’s relationship with any one or more of the Stanford Entities and/or any of their personnel or any Person acting by, through, or in concert with any Stanford Entity; (iv) Trustmark’s or any of the Trustmark Released Parties’ provision of services to or for the benefit of or on behalf of any one or more of the Stanford Entities; or (v) any matter that was asserted in, could have been asserted in, or relates to the subject matter of the SEC Action, the Litigation, or any proceeding concerning any of the Stanford Entities pending or commenced in any Forum. “Settled Claims” specifically includes, without limitation, all claims each Releasor does not know or suspect to exist in his, her, or its favor at the time of release, which, if known by that Person, might have affected their decisions with respect to this Agreement and the Settlement (“Unknown Claims”). Each Releasor expressly waives, releases, and relinquishes any and all provisions, rights, and benefits conferred by any law or principle, in the United States or elsewhere, which governs or limits the release of unknown or unsuspected claims, including, without limitation, California Civil Code § 1542. See Paragraph 16 of the Settlement Agreement for a complete definition of Settled Claim. (ECF No. __.)
7 “Trustmark Released Parties” generally means Trustmark National Bank and all of its predecessor banks, including without limitation Republic National Bank, and, for each of the foregoing, all of their respective past and present subsidiaries, parents, predecessors, affiliates, related entities and divisions, and all of the foregoings’ respective past, present, and future successors, and all of their respective current and former partners, members, counsel, principals, participating principals, associates, managing or other agents, management personnel, officers, directors, shareholders, administrators, servants, employees, staff, consultants, advisors, attorneys, accountants, lenders, insurers and reinsurers, representatives, successors and assigns, known or unknown, in their
Trustmark Settlement
Exhibit A
Stanford Entities,8 or any conduct by the Trustmark Released Parties relating to Robert Allen Stanford or the Stanford Entities, with prejudice;
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representative capacity or individual capacity. See Paragraph 22 of the Settlement Agreement for a complete definition of Trustmark Released Parties. (ECF No. __.)
8 “Stanford Entities” means Robert Allen Stanford; James M. Davis; Laura Pendergest-Holt; Gilbert Lopez; Mark Kuhrt; SIB; Stanford Group Company; Stanford Capital Management, LLC; Stanford Financial Group; the Stanford Financial Bldg Inc.; the entities listed in Exhibit D to the Settlement Agreement (ECF No. __); and any entity of any type that was owned, controlled by, or affiliated with Robert Allen Stanford, James M. Davis, Laura Pendergest-Holt, Gilbert Lopez, Mark Kuhrt, SIB, Stanford Group Company, Stanford Capital Management, LLC, Stanford Financial Group, or the Stanford Financial Bldg Inc., on or before February 16, 2009.
Trustmark Settlement
Exhibit A
and/or publication on the websites maintained by the Examiner (www.lpf-law.com/examiner-stanford-financial-group/) and the Receiver (http://www.stanfordfinancialreceivership.com);
Attorneys for the Plaintiffs seek a fee award based upon 25% of the Settlement Amount, pursuant to 25% contingency fee agreements with the Plaintiffs. Twenty-Five percent of the net recovery from the Settlement is to be calculated but shall not exceed $25,000,000.00.
The final hearing on the Motion is set for [__________________] (the “Final Approval Hearing”). Any objection to the Settlement Agreement or its terms, the Motion, the Judgment and Bar Order, the Bar Order, or the request for approval of the Plaintiffs’ attorneys’ fees must be filed, in writing, with the Court in the SEC Action no later than [insert date of 21st day before Final Approval Hearing] with such written objection complying with the requirements of Paragraph 4 of the Scheduling Order (ECF No. __) in the SEC Action. Any objections not filed by this date will be deemed waived and will not be considered by the Court. Those wishing to appear and to
Trustmark Settlement
Exhibit A
orally present their written objections at the Final Approval Hearing must include a request to so appear within their written objections.
Trustmark Settlement
Exhibit A
FINAL BAR ORDER
Before the Court is the Expedited Request for Entry of Scheduling Order and Motion to Approve Proposed Settlement with Trustmark, to Approve the Proposed Notice of Settlement with Trustmark, to Enter the Bar Order, and to Enter Rule 54(b) Final Judgment and Bar Order (ECF No. ___, the “Motion”) filed by Ralph S. Janvey, in his capacity as the Court-appointed Receiver for the Stanford Receivership Estate (the “Receiver”), and the Court-appointed Official Stanford Investors Committee (the “Committee”), the latter being a plaintiff in Rotstain, et al. v. Trustmark National Bank, et al., Civil Action No. 4:22-cv-00800 (S.D. Tex.) (the “Rotstain Litigation”). The Motion concerns a proposed settlement (the “Settlement”) between and among, on the one hand, the Receiver, the Committee, each of the individual plaintiffs in the Rotstain Litigation (the “Rotstain Investor Plaintiffs”), each of the plaintiffs in Smith, et al. v. Independent Bank, et al., Civil Action No. 4-20-CV-00675 (S.D. Tex) (the “Smith Investor Plaintiffs” and the “Smith Litigation”), and on the other hand, Trustmark National Bank (“Trustmark”). The Receiver, the Committee, the Rotstain Investor Plaintiffs, and the Smith Investor Plaintiffs are collectively
Final Bar Order
EXHIBIT B
referred to as the “Plaintiffs.” Plaintiffs, on the one hand, and Trustmark, on the other hand, are referred to individually as a “Party” and together as the “Parties.” John J. Little signed the Settlement Agreement as chair of the Committee.1 Mr. Little, the Court-appointed Examiner (the “Examiner”), also signed the Settlement Agreement in his capacity as Examiner solely to evidence his support and approval of the Settlement and to confirm his obligation to post the Notice on his website; but Mr. Little as Examiner is not otherwise individually a party to the Settlement Agreement or any of the above-referenced litigation.
Following notice and a hearing, and having considered the filings and heard the arguments of counsel, the Motion is hereby GRANTED.
I. INTRODUCTION
This litigation as well as the Rotstain Litigation, the Smith Litigation, and Jackson, et al. v. Cox et al., Civil Action No. 3:10-cv-0328 (N.D. Tex.) (the “Jackson Litigation” brought by individual plaintiffs herein referred to collectively as the “Jackson Investor Plaintiffs”) arise from a series of events leading to the collapse of Stanford International Bank, Ltd. (“SIBL”) and other companies owned or controlled by Robert Allen Stanford (with SIBL, the “Stanford Entities”).2 On February 16, 2009, this Court appointed Ralph S. Janvey to be the Receiver for the Stanford Entities. (ECF No. 10). After years of investigation, the Plaintiffs believe that they have identified claims against a number of third parties, including Trustmark, which Plaintiffs allege enabled the Stanford Ponzi scheme. In the Rotstain Litigation, the plaintiffs assert claims against Trustmark and other defendants for (1) aiding, abetting, or participation in violations of the Texas Securities Act (“TSA”) and (2) aiding, abetting, or participation in breach of fiduciary
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1 The Settlement Agreement is attached as Exhibit 1 of the Appendix to the Motion (ECF No. ___).
2 All references in this Order to the Rotstain Litigation, the Smith Litigation, and the Jackson Litigation shall also apply to any actions severed from either of those cases.
Final Bar Order
EXHIBIT B
duty.3 In the Smith Litigation, the plaintiffs assert claims against Trustmark and other defendants for (1) aiding, abetting, or participation in a fraudulent scheme; (2) aiding, abetting, or participation in violations of the TSA; (3) aiding, abetting, or participation in breach of fiduciary duty; (4) aiding, abetting, or participation in conversion; and (5) civil conspiracy. In the Jackson Litigation, the plaintiffs assert claims against Trustmark and other defendants for (1) negligence, (2) breach of contract, (3) violations of Uniform Fiduciaries Law, (4) negligent misrepresentation, (5) detrimental reliance, (6) violations and/or aiding and abetting violations of the Louisiana Securities Act, (7) violations of the Louisiana Racketeering Act, and (8) conspiracy. Trustmark denies that it is liable under any of those claims and asserts numerous defenses to each of those claims.
Settlement negotiations occurred in 2022 and 2023. In these negotiations, potential victims of the Stanford Ponzi scheme were well-represented. The Committee—which the Court appointed to “represent[] in this case and related matters” the “customers of SIBL who, as of February 16, 2009, had funds on deposit at SIBL and/or were holding certificates of deposit issued by SIBL (the ‘Stanford Investors’)” (ECF No. 1149)—the Receiver, and the Examiner—who the Court appointed to advocate on behalf of “investors in any financial products, accounts, vehicles or ventures sponsored, promoted or sold by any Defendant in this action” (ECF No. 322)—all participated in these extensive, arm’s-length negotiations. On December 31, 2022, the
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3 Originally, claims were also brought against Trustmark for (1) avoidance and recovery of fraudulent transfers under the Texas Uniform Fraudulent Transfer Act; (2) aiding, abetting, or participation in fraudulent transfers; (3) aiding, abetting, or participation in a fraudulent scheme; (4) aiding, abetting, or participation in conversion; and (5) civil conspiracy. Those claims were either dismissed by the MDL Court or abandoned by the plaintiffs over the course of the litigation. In addition, the plaintiffs in the Rotstain Litigation continue to bring a claim for avoidance and recovery of fraudulent transfers against certain defendants but not Trustmark.
Final Bar Order
EXHIBIT B
Parties reached an agreement in principle resulting in the Settlement. For a short time thereafter, the Parties continued negotiating in order to document the exact terms of the Settlement in the written Settlement Agreement.
Under the terms of the Settlement Agreement, Trustmark will pay $100 million (the “Settlement Amount”) to the Receivership Estate, which (less attorneys’ fees and expenses) will be distributed to Stanford Investors. In return, Trustmark is to obtain total peace with respect to all claims that have been, or could have been, asserted against Trustmark or any of the Trustmark Released Parties arising in any respect out of the events leading to these proceedings. Accordingly, the Settlement is conditioned on the Court’s approval and entry of this Final Bar Order enjoining Interested Parties and other Persons holding any potential claim against Trustmark relating to these proceedings from asserting or prosecuting claims against Trustmark or any of the Trustmark Released Parties.
On ____ __, 2023, the Receiver and the Committee (the “Movants”) filed the Motion. (ECF No. ____). The Court thereafter entered a Scheduling Order on ____ __, 2023. (ECF No. ____), which, inter alia, authorized the Receiver to provide notice of the Settlement, established a briefing schedule on the Motion, and set the date for a hearing. On ____ __, 2023, the Court held the scheduled hearing. For the reasons set forth herein, the Court finds that the terms of the Settlement Agreement are adequate, fair, reasonable, and equitable, and that the Settlement should be and is hereby APPROVED. The Court further finds that entry of this Final Bar Order is appropriate and necessary.
II. ORDER
It is hereby ORDERED, ADJUDGED, AND DECREED as follows:
Final Bar Order
EXHIBIT B
Final Bar Order
EXHIBIT B
Final Bar Order
EXHIBIT B
Final Bar Order
EXHIBIT B
Final Bar Order
EXHIBIT B
Final Bar Order
EXHIBIT B
Final Bar Order
EXHIBIT B
Final Bar Order
EXHIBIT B
Signed on ____________________
__________________________________
DAVID C. GODBEY
UNITED STATES DISTRICT JUDGE
Final Bar Order
EXHIBIT B
RULE 54(B) FINAL JUDGMENT AND BAR ORDER
Before the Court is the Expedited Request for Entry of Scheduling Order and Motion to Approve Proposed Settlement with Trustmark, to Approve the Proposed Notice of Settlement with Trustmark, to Enter the Bar Order, and to Enter Rule 54(b) Final Judgment and Bar Order (ECF No. ___, the “Motion”) filed by Ralph S. Janvey, in his capacity as the Court-appointed Receiver for the Stanford Receivership Estate (the “Receiver”), and the Court-appointed Official Stanford Investors Committee (the “Committee”), the latter being a plaintiff in Rotstain, et al. v. Trustmark National Bank, et al., Civil Action No. 4:22-cv-00800 (S.D. Tex.) (the “Rotstain Litigation”). The Motion concerns a proposed settlement (the “Settlement”) between and among, on the one hand, the Receiver, the Committee, each of the individual plaintiffs in the Rotstain Litigation (the “Rotstain Investor Plaintiffs”), each of the plaintiffs in Smith, et al. v. Independent Bank, et al., Civil Action No. 4-20-CV-00675 (S.D. Tex) (the “Smith Investor Plaintiffs” and the “Smith Litigation”), and on the other hand, Trustmark National Bank (“Trustmark”). The Receiver, the Committee, the Rotstain Investor Plaintiffs, and the Smith Investor Plaintiffs are collectively referred to as the “Plaintiffs.” Plaintiffs, on the one hand, and Trustmark, on the other hand, are
Rule 54(B) Final Judgment and Bar Order
EXHIBIT C
referred to individually as a “Party” and together as the “Parties.” John J. Little signed the Settlement Agreement as chair of the Committee.1 Mr. Little, the Court-appointed Examiner (the “Examiner”), also signed the Settlement Agreement in his capacity as Examiner solely to evidence his support and approval of the Settlement and to confirm his obligation to post the Notice on his website; but Mr. Little as Examiner is not otherwise individually a party to the Settlement Agreement or any of the above-referenced litigation.
Following notice and a hearing, and having considered the filings and heard the arguments of counsel, the Motion is hereby GRANTED.
I. INTRODUCTION
This litigation (the “Jackson Litigation” brought by individual plaintiffs herein referred to collectively as the “Jackson Investor Plaintiffs”) as well as the Rotstain Litigation, the Smith Litigation, and SEC v. SIBL, et al., Civil Action No. 3:09-cv-0298-N (N.D. Tex.) (the “SEC Action”) arise from a series of events leading to the collapse of Stanford International Bank, Ltd. (“SIBL”) and other companies owned or controlled by Robert Allen Stanford (with SIBL, the “Stanford Entities”).2 On February 16, 2009, this Court appointed Ralph S. Janvey to be the Receiver for the Stanford Entities. (ECF No. 10). After years of investigation, the Plaintiffs believe that they have identified claims against a number of third parties, including Trustmark, which Plaintiffs allege enabled the Stanford Ponzi scheme. In the Jackson Litigation, the plaintiffs assert claims against Trustmark and other defendants for (1) negligence, (2) breach of
___________________________________
1 The Settlement Agreement is attached as Exhibit 1 of the Appendix to the Motion (ECF No. ___).
2 The Plaintiffs’ Petition in the Jackson Litigation incorrectly names Trustmark as “Trust National Bank.” For the avoidance of confusion, this Rule 54(b) Final Judgment and Bar Order applies to Trustmark even as incorrectly named by Plaintiffs.
Rule 54(B) Final Judgment and Bar Order 2
EXHIBIT C
contract, (3) violations of Uniform Fiduciaries Law, (4) negligent misrepresentation, (5) detrimental reliance, (6) violations and/or aiding and abetting violations of the Louisiana Securities Act, (7) violations of the Louisiana Racketeering Act, and (8) conspiracy. In the Rotstain Litigation, the plaintiffs assert claims against Trustmark and other defendants for (1) aiding, abetting, or participation in violations of the Texas Securities Act (“TSA”) and (2) aiding, abetting, or participation in breach of fiduciary duty.3 In the Smith Litigation, the plaintiffs assert claims against Trustmark and other defendants for (1) aiding, abetting, or participation in a fraudulent scheme; (2) aiding, abetting, or participation in violations of the TSA; (3) aiding, abetting, or participation in breach of fiduciary duty; (4) aiding, abetting, or participation in conversion; and (5) civil conspiracy. Trustmark denies that it is liable under any of those claims and asserts numerous defenses to each of those claims.
Settlement negotiations occurred in 2022 and 2023. In these negotiations, potential victims of the Stanford Ponzi scheme were well-represented. The Committee—which the Court appointed to “represent[] in this case and related matters” the “customers of SIBL who, as of February 16, 2009, had funds on deposit at SIBL and/or were holding certificates of deposit issued by SIBL (the ‘Stanford Investors’)” (ECF No. 1149)—the Receiver, and the Examiner—who the Court appointed to advocate on behalf of “investors in any financial products, accounts, vehicles or ventures sponsored, promoted or sold by any Defendant in this action” (ECF No. 322)—all participated in these extensive, arm’s-length negotiations. On December 31, 2022, the
___________________________________
3 Originally, claims were also brought against Trustmark for (1) avoidance and recovery of fraudulent transfers under the Texas Uniform Fraudulent Transfer Act; (2) aiding, abetting, or participation in fraudulent transfers; (3) aiding, abetting, or participation in a fraudulent scheme; (4) aiding, abetting, or participation in conversion; and (5) civil conspiracy. Those claims were either dismissed by the MDL Court or abandoned by the plaintiffs over the course of the litigation. In addition, the plaintiffs in the Rotstain Litigation continue to bring a claim for avoidance and recovery of fraudulent transfers against certain defendants but not Trustmark.
Rule 54(B) Final Judgment and Bar Order 3
EXHIBIT C
Parties reached an agreement in principle resulting in the Settlement. For a short time thereafter, the Parties continued negotiating in order to document the exact terms of the Settlement in the written Settlement Agreement.
Under the terms of the Settlement Agreement, Trustmark will pay $100 million (the “Settlement Amount”) to the Receivership Estate, which (less attorneys’ fees and expenses) will be distributed to Stanford Investors. In return, Trustmark is to obtain total peace with respect to all claims that have been, or could have been, asserted against Trustmark or any of the Trustmark Released Parties arising in any respect out of the events leading to these proceedings. Accordingly, the Settlement is conditioned on the Court’s approval and entry of this Rule 54(b) Final Judgment and Bar Order enjoining the Jackson Investor Plaintiffs and other Persons holding any potential claim against Trustmark relating to these proceedings from asserting or prosecuting claims against Trustmark or any of the Trustmark Released Parties.
On ____ __, 2023, the Receiver and the Committee (the “Movants”) filed the Motion. (ECF No. ____). The Court thereafter entered a Scheduling Order on ____ __, 2023. (ECF No. ____), which, inter alia, authorized the Receiver to provide notice of the Settlement, established a briefing schedule on the Motion, and set the date for a hearing. On ____ __, 2023, the Court held the scheduled hearing. For the reasons set forth herein, the Court finds that the terms of the Settlement Agreement are adequate, fair, reasonable, and equitable, and that the Settlement should be and is hereby APPROVED. The Court further finds that entry of this Rule 54(b) Final Judgment and Bar Order is appropriate and necessary.
II. ORDER
It is hereby ORDERED, ADJUDGED, AND DECREED as follows:
Rule 54(B) Final Judgment and Bar Order 4
EXHIBIT C
Rule 54(B) Final Judgment and Bar Order 5
EXHIBIT C
Rule 54(B) Final Judgment and Bar Order 6
EXHIBIT C
Rule 54(B) Final Judgment and Bar Order 7
EXHIBIT C
Rule 54(B) Final Judgment and Bar Order 8
EXHIBIT C
Rule 54(B) Final Judgment and Bar Order 9
EXHIBIT C
Signed on ____________________
__________________________________
DAVID C. GODBEY
UNITED STATES DISTRICT JUDGE
Rule 54(B) Final Judgment and Bar Order 10
EXHIBIT C
Receivership Entities
16NE Huntington, LLC | International Fixed Income Stanford Fund, Ltd. |
20/20 Ltd. | The Island Club, LLC |
Antigua Athletic Club Limited | The Islands Club, Ltd. |
The Antigua Sun Limited | JS Development, LLC |
Apartment Household, Inc. | Maiden Island Holdings Ltd. |
Asian Village Antigua Limited | Miller Golf Company, L.L.C. |
Bank of Antigua Limited | Parque Cristal Ltd. |
Boardwalk Revitalization, LLC | Pelican Island Properties Limited |
Buckingham Investments A.V.V. | Pershore Investments S.A. |
Caribbean Aircraft Leasing (BVI) Limited | Polygon Commodities A.V.V. |
Caribbean Airlines Services Limited | Porpoise Industries Limited |
Caribbean Airlines Services, Inc. | Productos y Servicios Stanford, C.A. |
Caribbean Star Airlines Holdings Limited | R. Allen Stanford, LLC |
Caribbean Star Airlines Limited | Robust Eagle Limited |
Caribbean Sun Airlines Holdings, Inc. | Sea Eagle Limited |
Casuarina 20 LLC | Sea Hare Limited |
Christiansted Downtown Holdings, LLC | SFG Majestic Holdings, LLC |
Crayford Limited | SG Ltd. |
Cuckfield Investments Limited | SGV Asesores C.A. |
Datcom Resources, Inc. | SGV Ltd. |
Devinhouse, Ltd. | Stanford 20*20, LLC |
Deygart Holdings Limited | Stanford 20/20 Inc. |
Trustmark Settlement
Exhibit D
Foreign Corporate Holdings Limited | Stanford Acquisition Corporation |
Guardian International Investment Services No. One, Inc. | Stanford Aerospace Limited |
Guardian International Investment Services No. Three, Inc. | Stanford Agency, Ltd. [Louisiana]i |
Guardian International Investment Services No. Two, Inc. | Stanford Agency, Inc. [Texas] |
Guardian One, Ltd. | Stanford Agresiva S.A. de C.V. |
Guardian Three, Ltd. | Stanford Aircraft, LLC |
Guardian Two, Ltd. | Stanford American Samoa Holding Limited |
Guiana Island Holdings Limited | Stanford Aviation 5555, LLC |
Harbor Key Corp. | Stanford Aviation II, LLC |
Harbor Key Corp. II | Stanford Aviation III, LLC |
Idea Advertising Group, Inc. | Stanford Aviation Limited |
Stanford Bank Holdings Limited | Stanford Aviation LLC |
Stanford Bank, S.A. Banco Comercial | Stanford Bank (Panama), S.A.ii |
Stanford Capital Management, LLC | Stanford Galleria Buildings Management, LLC |
Stanford Caribbean Investments, LLC | Stanford Gallows Bay Holdings, LLC |
Stanford Caribbean Regional Management Holdings, LLC | Stanford Global Advisory, LLC |
Stanford Caribbean, LLC | Stanford Group (Antigua) Limited |
Stanford Casa de Valores, S.A. | Stanford Group (Suisse) AG |
Stanford Cobertura, S.A. de C.V. | Stanford Group Aruba, N.V. |
Stanford Coins & Bullion, Inc. | Stanford Group Bolivia |
The Stanford Condominium Owners’ Association, Inc. | Stanford Group Casa de Valores, S.A. |
Trustmark Settlement
Exhibit D
Stanford Corporate Holdings International, Inc. | Stanford Group Company |
Stanford Corporate Services (BVI) Limited | Stanford Group Company Limited |
Stanford Corporate Services (Venezuela), C.A. | Stanford Group Holdings, Inc. |
Stanford Corporate Services, Inc. | Stanford Group Mexico, S.A. de C.V. |
Stanford Corporate Ventures (BVI) Limited | Stanford Group Peru, S.A., Sociedad Agente de Bolsa |
Stanford Corporate Ventures, LLC | Stanford Group Venezuela Asesores de Inversion, C.A. |
Stanford Crecimiento Balanceado, S.A. de C.V. | Stanford Group Venezuela, C.A. |
Stanford Crecimiento, S.A. de C.V. | Stanford Holdings Venezuela, C.A. |
Stanford Development Company (Grenada) Ltd. | Stanford International Bank Holdings Limited |
Stanford Development Company Limited | Stanford International Bank Limited |
Stanford Development Corporation | Stanford International Holdings (Panama) S.A. |
Stanford Eagle, LLC | Stanford International Management Ltd. |
Stanford Family Office, LLC | Stanford International Resort Holdings, LLC |
The Stanford Financial Group Building, Inc. | Stanford Investment Advisory Services, Inc. |
Stanford Financial Group Company | Stanford Leasing Company, Inc. |
Stanford Financial Group Global Management, LLC | Stanford Management Holdings, Ltd. |
Stanford Financial Group (Holdings) Limited | Stanford Real Estate Acquisition, LLC |
Stanford Financial Group Limited | Stanford S.A. Comisionista de Bolsa |
Stanford Financial Group Ltd. | Stanford Services Ecuador, S.A. |
Stanford Financial Partners Advisors, LLC | Stanford South Shore Holdings, LLC |
Trustmark Settlement
Exhibit D
Stanford Financial Partners Holdings, LLC | Stanford Sports & Entertainment Holdings, LLC |
Stanford Financial Partners Securities, LLC | Stanford St. Croix Marina Operations, LLC |
Stanford Financial Partners, Inc. | Stanford St. Croix Resort Holdings, LLC |
Stanford Fondos, S.A. de C.V. | Stanford St. Croix Security, LLC |
The Stanford Galleria Buildings, LP | Stanford Trust Company |
Stanford Trust Holdings Limited | Stanford Trust Company Administradora de Fondos y Fideicomisos S.A. |
Stanford Venture Capital Holdings, Inc. | Stanford Trust Company Limited |
The Sticky Wicket Limited | Torre Oeste Ltd. |
Sun Printing & Publishing Limited | Torre Senza Nome Venezuela, C.A. |
Sun Printing Limited | Trail Partners, LLC |
Stanford Puerto Rico, Inc | Two Islands One Club (Grenada) Ltd. |
Stanford Latin America LLC
Stanford Casa de Valores Panama
Stanford Group Venezuela a/k/a Stanford Group Venezuela C.A.
Stanford Bank Venezuela
Stanford Trust Company Limited d/b/a Stanford Fiduciary Investment Services
Stanford Advisory Board
Two Islands One Club (Antigua) Ltd.
Stanford Caribbean Investment Partners, LP
Stanford Caribbean Advisors
Stanford Group Panama a/k/a Stanford Bank Panama | Two Islands One Club Holdings Ltd.
Stanford Financial Group Services, LLC
Stanford Group Columbia a/k/a Stanford Bolsa Y Banca
Guardian International Bank Ltd.
Guardian Trust Company
Guardian Development Corporation
Guardian International Investment Services
Casuarina Holdings, Inc.
Stanford Caribbean Investment Fund
Stanford Caribbean Investment Fund I, LP
|
Trustmark Settlement
Exhibit D
_______________________________________
i Locations in brackets are included to differentiate between legal entities with the same name but different locations or other identifying information.
ii Locations in parentheses are included in the legal name of an entity or other identifying information.
Trustmark Settlement
Exhibit D
IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. STANFORD INTERNATIONAL BANK, LTD., et al., Defendants. | § § § § § § § § § § |
Civil Action No. 3:09-CV-0298-N |
SCHEDULING ORDER
This matter is before the Court on the Expedited Request for Entry of Scheduling Order and Motion to Approve Proposed Settlement with Trustmark, to Approve the Proposed Notice of Settlement with Trustmark, to Enter the Bar Order, and to Enter the Rule 54(b) Final Judgment and Bar Order (the “Motion”) of Ralph S. Janvey (the “Receiver”), as Receiver for the Receivership Estate in SEC v. Stanford International Bank, Ltd., No. 3:09-CV-0298-N (N.D. Tex.) (the “SEC Action”), and the Official Stanford Investors Committee (the “Committee”), as a party to the SEC Action and as a plaintiff in Rotstain, et al. v. Trustmark National Bank, et al., Civil Action No. 4:22-cv-00800 (S.D. Tex.) (the “Rotstain Litigation”). The Receiver and the Committee are referred to herein collectively as the Movants.
The Motion concerns a proposed settlement (the “Settlement”) among and between, on the one hand, the Receiver, the Committee, the individual plaintiffs in the Rotstain Litigation, and the plaintiffs in Smith, et al. v. Independent Bank, et al., Civil Action No. 4:20-cv-00675
Trustmark Settlement
Exhibit E
(S.D. Tex.) (the “Smith Litigation”);1 and, on the other hand, Trustmark National Bank (“Trustmark”), as a defendant in the Rotstain Litigation, the Smith Litigation, and Jackson, et al. v. Cox, et al., Civil Action No. 3:10-cv-00328-N (N.D. Tex.) (the “Jackson Litigation”; the Rostain Litigation, the Jackson Litigation, and the Smith Litigation are referred to collectively herein as the “Litigation”). Capitalized terms not otherwise defined in this order shall have the meaning assigned to them in the settlement agreement attached to the Motion (the “Settlement Agreement”).
In the Motion, the Movants seek the Court’s approval of the terms of the Settlement, including entry of a bar order in the SEC Action (the “Bar Order”) and a final judgment and bar order in the Jackson Litigation (the “Judgment and Bar Order”). After reviewing the terms of the Settlement and considering the arguments presented in the Motion, the Court preliminarily approves the Settlement as adequate, fair, reasonable, and equitable. Accordingly, the Court enters this scheduling order to: (i) provide for notice of the terms of the Settlement, including the proposed Bar Order in the SEC Action and the proposed Judgment and Bar Order in the Jackson Litigation; (ii) set the deadline for filing objections to the Settlement, the Bar Order, the Judgment and Bar Order, or Movants’ request for approval of Plaintiffs’ attorneys’ fees; (iii) set the deadline for responding to any objection so filed; and (iv) set the date of the final approval hearing regarding the Settlement, the Bar Order in the SEC Action, the Judgment and Bar Order in the Jackson Litigation, and Movants’ request for approval of Plaintiffs’ attorneys’ fees (the “Final Approval Hearing”), as follows:
__________________________________________
1 John J. Little signed the Settlement Agreement as chair of the Committee. Mr. Little, the Court-appointed Examiner (the “Examiner”), also signed the Settlement Agreement in his capacity as Examiner solely to evidence his support and approval of the Settlement and to confirm his obligation to post the Notice on his website, but Mr. Little as Examiner is not otherwise individually a party to the Settlement Agreement or any of the above-referenced litigation.
Trustmark Settlement
Exhibit E
Trustmark Settlement
Exhibit E
Trustmark Settlement
Exhibit E
Trustmark Settlement
Exhibit E
No Person will be permitted to appear at the Final Approval Hearing without filing a written objection and request to appear at the Final Approval Hearing as set forth in subparts (a) through (f) of this Paragraph. Copies of any objections filed must be served by ECF, or by email or first class mail, upon each of the following:
Trustmark National Bank
Attn: Michael A. King
Senior Vice President and General Counsel
P.O. Box 291
Jackson, MS 39205-0291
Telephone: (601) 208-5088
Facsimile: (601) 208-6424
Email: MKing@trustmark.com
and
Robin C. Gibbs
Gibbs & Bruns LLP
1100 Louisiana St., Suite 5300
Houston, Texas 77002
Telephone: (713) 650-8805
Facsimile: (713) 750-0903
E-mail: rgibbs@gibbsbruns.com
and
Trustmark Settlement
Exhibit E
Ashley M. Kleber
Gibbs & Bruns LLP
1100 Louisiana St., Suite 5300
Houston, Texas 77002
Telephone: (713) 650-8805
Facsimile: (713) 750-0903
E-mail: akleber@gibbsbruns.com
and
James R. Swanson
Fishman Haygood, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170-4600
T: (504) 586-5252
F: (504) 586-5250
jswanson@fishmanhaygood.com
and
Edward C. Snyder
Castillo Snyder, PC
One Riverwalk Place
700 N. St. Mary’s, Suite 405
San Antonio, Texas 78205
Telephone: 210-630-4200
Fax: 210-630-4210
E-mail: esnyder@casnlaw.com
and
John J. Little Law, PLLC
8150 N. Central Expressway, 10th Floor
Dallas, Texas 75206
Telephone: 214.989.4180
Cell: 214.573.2307
Fax: 214.367-6001
E-mail: john@johnjlittlelaw.com
and
Ralph Janvey
2100 Ross Ave
Suite 2600
Dallas, TX 75201
Trustmark Settlement
Exhibit E
E-mail: rjanvey@kjllp.com
and
Kevin Sadler
Baker Botts
1001 Page Mill Road
Building One, Suite 200
Palo Alto, California 94304-1007
E-mail: kevin.sadler@bakerbotts.com
Any Person filing an objection shall be deemed to have submitted to the jurisdiction of this Court for all purposes of that objection, the Settlement, the Bar Order, and the Judgment and Bar Order. Potential objectors who do not present opposition by the time and in the manner set forth above shall be deemed to have waived the right to object (including any right to appeal) and to appear at the Final Approval Hearing and shall be forever barred from raising such objections in this action or any other action or proceeding. Persons do not need to appear at the Final Approval Hearing or take any other action to indicate their approval.
Trustmark Settlement
Exhibit E
IT IS SO ORDERED.
Trustmark Settlement
Exhibit E
Signed on ___________, 2023
________________________________
DAVID C. GODBEY
UNITED STATES DISTRICT JUDGE
Trustmark Settlement
Exhibit E
Publication Notice
To be published once in the national edition of The Wall Street Journal and once in the international edition of The New York Times:
PLEASE TAKE NOTICE that the Court-appointed Receiver for Stanford International Bank, Ltd. (“SIB”) and related entities (“Stanford Entities”), and certain Plaintiffs, have reached an agreement to settle all claims asserted or that could have been asserted against Trustmark National Bank relating to or in any way concerning SIB (the “Settlement Agreement”). As part of the Settlement Agreement, the Receiver and Plaintiffs have requested orders that permanently enjoin, among others, all Interested Parties, including Stanford Investors (i.e., customers of SIB, who, as of February 16, 2009, had funds on deposit at SIB and/or were holding certificates of deposit issued by SIB), and all other Persons from bringing any legal proceeding or cause of action arising from or relating to the Stanford Entities against Trustmark National Bank or the Trustmark Released Parties.
Complete copies of the Settlement Agreement, the proposed bar orders, and settlement documents are available on the Receiver’s website http://www.stanfordfinancialreceivership.com. All capitalized terms not defined in this Notice are defined in the Settlement Agreement.
Interested Parties may file written objections with the United States District Court for the Northern District of Texas on or before [insert date of 21st day before Final Approval Hearing].
Trustmark Settlement
Exhibit F
EXHIBIT G
1. Janvey v. Alguire, et al., No. 3:09-cv-0724 (N.D. Tex.)
2. Janvey v. Venger et al., No. 3:10-cv-00366 (N.D. Tex.)
3. Janvey v. Rodriguez Posada, et al., No. 3:10-cv-00415 (N.D. Tex.)
4. Janvey v. Gilbe Corp., et al., , No. 3:10-cv-00478 (N.D. Tex.)
5. Janvey v. Buck’s Bits Service, Inc., et al., No. 10-cv-00528 (N.D. Tex.)
6. Janvey v. Johnson, et al., No. 10-cv-00617 (N.D. Tex)
7. Janvey v. Barr, et al., No. 10-cv-00725 (N.D. Tex.)
8. Janvey v. Indigo Trust, et al., No. 3:10-cv-00844 (N.D. Tex.)
9. Janvey v. Dokken, et al., No. 3:10-cv-00931 (N.D. Tex.)
10. Janvey v. Fernandez et al., No. 3:10-cv-01002 (N.D. Tex.)
11. Janvey v. Wieselberg, et al., No. 3:10-cv-1394 (N.D. Tex.)
12. Janvey & OSIC v. Giusti, No. 3:11-cv-292 (N.D. Tex.)
13. Janvey v. Stanford, No. 3:11-cv-1199 (N.D. Tex.)
Trustmark Settlement
Exhibit G
EXHIBIT H
Trustmark Settlement
Exhibit H