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January 21, 1994


The opinion of the court was delivered by: JOHN M. CANNELLA



 Before this Court is a joint petition for an award of attorney's fees and litigation expenses to be paid out of a $ 14,750,000 settlement fund that was established through this Court's Memorandum and Order dated October 26, 1993 (the "Settlement Order"). This Settlement Order approved a proposed settlement of a consolidated-multidistrict action, consisting of three separate class actions, in which the plaintiffs had alleged that the defendants violated the federal securities laws, and the common law, in connection with their public offerings of units in certain limited partnerships. The Settlement Order further held counsel's joint fee petition in abeyance pending the submission of contemporaneous time records and expense reports, accompanied by additional affidavits, so as to allow this Court to compute a fair and equitable fee award under the lodestar method of fee computation.

 Plaintiffs' lead counsel has since submitted the requested information and has re-explicated its joint petition for a fee award in the amount of $ 4,000,000, and for the reimbursement of litigation expenses in the amount of $ 68,604.42. The requested $ 4,000,000 fee award thus represents approximately 27.12% of the $ 14,750,000 settlement fund, and approximately 24.71% of the $ 16,187,019.56 aggregate economic benefits to be received by the plaintiffs as a result of the settlement.

 The Court has thoroughly reviewed this petition and the applicable precedents and policies affecting the fee computation. For the reasons discussed herein, the Court has employed the lodestar method of fee computation, as adjusted by a uniform risk-enhancement factor of 1.44. Applying this approach to its review of the documentation and the affidavits that have been submitted, the Court hereby awards plaintiffs' joint counsel attorney's fees of $ 2,454,791.40 and litigation expenses of $ 55,427.80.

 Familiarity of the reader with this Court's Settlement Order is assumed. Nonetheless, for purposes of consolidation, a discussion of the nature of the instant action and the resulting settlement is provided below.


 This fee petition comes before this Court in connection with the settlement of the instant consolidated-multidistrict action. This consolidated-multidistrict action consists of the following three actions: (1) a class action entitled Carpi v. McDonnell Douglas Capital Income Fund-I, 90 Civ. 3448 (JMC) (the "Carpi action"); (2) a class action entitled Edelman v. Troy Lease Income Fund, 90 Civ. 6968 (JMC) (the "Edelman action"); and (3) a purported class action entitled Waldman v. Troy Capital Services, Inc., No. 90-72905-DT (the "Waldman action").

 Each of the instant settled actions arose out of the initial public offerings of units of limited partnership interests in two related equipment-leasing limited partnerships--the McDonnell Douglas Capital Income Fund ("MDCIF-I") and the Troy Lease Income Fund ("TLIF"). These limited partnerships together sold a total of approximately $ 85 million worth of units to investors. The plaintiffs alleged that the prospectuses and offering materials disseminated in connection with the public offerings of units in these limited partnerships portrayed these investments as conservative, and further indicated that investors would likely receive specified monthly distributions, and the return of their capital, at the end of the stated seven-year investment period. The plaintiffs also alleged that, notwithstanding such statements within the offering materials, within the first two years of the limited partnerships' operations, the partnerships announced that investors would not be receiving any return on their investment, that investors were unlikely to recover their capital investments therein, and that substantial writedowns of assets would be made in the books and records of the defendant partnerships. The plaintiffs further alleged that the high-risk nature of these investments was known to the defendants, and that the limited partnerships, contrary to the representations contained in the offering materials, acquired obsolete and outdated computer and computer-related equipment for leasing at prices far above market value.

 The instant settled actions were brought on behalf of unitholders in the aforementioned limited partnerships under the federal securities laws, and the common law, alleging that the offering materials contained certain misrepresentations and omissions. The plaintiffs alleged violations of Sections 11, 12(2) and 15 of the Securities Act of 1933, Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, and the common law. (The Waldman action also asserted a violation of the federal racketeering statute.)

 By Memorandum and Order dated October 26, 1993, following a hearing on notice at which no objections were stated, this Court approved the settlement of each of the instant actions as fair, reasonable, and beneficial to the settling classes.

 The Court noted within this Settlement Order that only two unitholders, owning 145 units in the aggregate, requested exclusion from the MDCIF-I Class, and that no persons opted out of the TLIF Class. Further, the Court now notes that as of the date of the instant Memorandum and Order, it has received seven letters, each dated subsequent to the date of the settlement hearing, expressing opposition to plaintiffs' counsel's joint application for attorney's fees.

 The settlement of the instant actions has two components: (1) the creation of a $ 14,750,000 settlement fund; and (2) the liquidation of the defendant limited partnerships. The $ 14,750,000 settlement fund is comprised of (a) a payment of $ 13,375,000 by or on behalf of all defendants other than Gruntal (the "McDonnell Douglas defendants") to settle the claims in all of the consolidated actions, and (b) a payment of $ 1,375,000 by Gruntal to settle the claims in the Carpi action alone. *fn1" The $ 13,375,000 payment by or on behalf of the McDonnell Douglas defendants is to be allocated among all the partnerships in accordance with a formula designed to equalize the overall recoveries (other than the Gruntal recovery) to investors who purchased their interests in the initial offerings of units and who held their units through the time of the liquidating distribution to each partnership. The $ 1,375,000 to be paid by Gruntal will be allocated pro rata solely among each of the MDCI Partnerships based on the number of units sold by the MDCI Partnerships.

 The second component of the settlement is the liquidation of the limited partnerships. According to the Stipulation of Settlement, the liquidation of the limited partnerships was to be accomplished by: (a) the proposed sale of each partnership's equipment, subject to any related leases and any related indebtedness, to MDCC or its designee or designees; (b) the waiver of the terms of the Amended and Restated Agreement of Limited Partnership of each partnership to the extent necessary to permit the sale; and (c) the dissolution and liquidation of the limited partnerships following the aforementioned sale, including the distribution to the limited partners of the proceeds of the sale of the partnerships' equipment portfolios, and all cash and cash equivalents of the partnerships. As a condition of the settlement, this integrated proposal had to be approved by a majority of the limited partners of each of the partnerships pursuant to the partnerships' respective partnership agreements. Accordingly, the general partner solicited the consents of the limited partners to the proposal, and provided a 149-page information statement to each limited partner in connection therewith. The proposal was ultimately approved by a majority of the limited partners of each of the defendant partnerships.

 By Order dated December 17, 1993, on consent of all parties, this Court approved a plan for the liquidation and dissolution of the defendant limited partnerships (the "Distribution Order"). The Distribution Order provided for one change from the Stipulation of Settlement. Under the settlement, MDCC agreed, among other things, to purchase the partnerships' equipment portfolios for 110% of their portfolio value as of the effective date of the settlement (the "Purchase Price"), to retain 10% of that Purchase Price as a "Holdback" pending the resale of the equipment portfolios to an unaffiliated third-party, and, upon such resale, to keep a portion of the Holdback or to make an additional distribution of the proceeds of such sale in accordance with the formula set forth in the Stipulation of Settlement. Thus, the Stipulation of Settlement contemplated two distribution orders relating to the liquidation and distribution of the partnerships: the first, relating to the purchase by MDCC of the equipment portfolios at the Purchase Price; and the second, relating to the sale by MDCC of the equipment portfolios to an unaffiliated third party.

 On December 8, 1993, MDCC, pursuant to the Stipulation of Settlement, sold the equipment portfolios to Data Sales, an unaffiliated third party, at prices which, after application of the formula set forth in the Stipulation of Settlement, would yield limited partners of the partnerships the maximum amount that they could obtain under the settlement, i.e., 121% of the portfolio value. To expedite the process of making the liquidating distributions, the parties thereafter agreed to a modification of the distribution procedure whereby MDCC purchased the equipment portfolios directly from the partnerships at 121% of their portfolio value.

 Pursuant to this modification, which was reflected in this Court's Distribution Order on Consent that was entered on December 17, 1993, the distribution contemplated by this Distribution Order was made on December 23, 1993 to limited partners of the partnerships comprising McDonnell Douglas Capital Income Fund-I and Troy Lease Income Fund. In addition, as also contemplated by the Distribution Order, Certificates of Cancellation of Certificates of Limited Partnership for such partnerships were filed with the Secretary of State of the State of Delaware on December 28, 1993.

 One additional element of the settlement warrants discussion. Pursuant to the Stipulation of Settlement, the McDonnell Douglas defendants agreed to pay a number of costs that otherwise would have been chargeable to the settlement fund. Included among these costs were: (a) all costs of mailing the notice of proposed settlement to members of the classes and the cost of publishing a summary notice in the national editions of The Wall Street Journal and The New York Times; (b) all costs of distribution of the net fund; (c) the fee and expenses of selecting and retaining an independent financial consulting firm to render financial advice and assistance to the plaintiffs, and to provide them with an opinion as to the fairness, from a financial point of view, of the purchase price to be paid to the partnerships for the equipment portfolios in the sale; and (d) all costs associated with the consent solicitation, including the costs of preparing, printing and mailing the accompanying information statement.

 The Court finds that, in light of the recent sale and liquidation of the equipment portfolios of the partnerships at 121% of their portfolio values, the aggregate economic benefits of the settlement to the class members total approximately $ 16,187,019.56. The Court has computed this amount by adding together the following components of the settlement:

 (1) The amount of $ 14,750,000, to be paid by the McDonnell Douglas defendants and Gruntal, constituting the settlement fund;

 (2) The amount of $ 160,000 paid by the McDonnell Douglas defendants for the retention by plaintiffs' counsel of the firm of Duff & Phelps to render financial advice on behalf of the class members;

 (3) The amount of approximately $ 180,000 for the administrative and notice-related costs paid by the McDonnell Douglas defendants, including the printing and mailing of the 149-page information statement;

 (4) The amount of $ 616,131, representing the benefit to the class members of receiving their pro-rata share of the partnerships' cash and non-cash assets pursuant to the settlement now, instead of in 1995 (the end of the stated investment period for the partnerships), assuming that the class members immediately reinvested their respective liquidating distributions in 2-year treasury bills. See Affidavit of Robert M. Kornreich in Support of Proposed Settlement and in Support of Plaintiffs' Counsel's Request for an Award of Attorneys' Fees and Reimbursement of Expenses, at Exh. 2 [hereinafter "First Kornreich Aff."].

 (5) The amount of $ 480,888.56, representing the increased consideration received by the classes as a result of plaintiffs' counsel's settlement negotiations concerning the sales price of the limited partnerships' equipment portfolios. This amount is the difference between (a) $ 1,264,946, representing the amount of the liquidation proceeds resulting from the sale of the limited partnerships' equipment portfolios pursuant to the settlement, valued at 121% of their net book value as of December 1, 1993 (the effective date of the settlement, see Distribution Order, at 6), and (b) $ 784,057.44, representing 75% of such net book value, which was the amount of liquidation proceeds that the McDonnell Douglas defendants offered to pay in a proposed sale of the equipment portfolios in an unnegotiated liquidation of the partnership (($ 1,264,946 / 1.21) n* (Footnote omitted) 75% = $ 784,057.44). See First Kornreich Aff., supra, P 37(e), at 28.

 Without considering reductionary adjustments attributable to the time value of money, and augmenting adjustments attributable to the recent sale and liquidation of the equipment portfolios of the partnerships at 121% of their net asset value, plaintiffs' lead counsel, in his affidavit supporting this proposed settlement, has attested that by adding together (1) the amount of monthly distributions previously received by the limited partners, (2) the amount of the liquidating distribution that the class members are expected to receive pursuant to the settlement, and (3) the amount of the fund created through the settlement--members of the MDCIF-I Class will have recovered 97.44% of their initial investment in MDCIF-I, and members of the TLIF Class will have recovered 95.62% *fn2" of their capital investment in TLIF after subtracting counsel's requested joint fee award of $ 4,000,000. See id. P 39, at 29.

 The particulars of the settlement having been set forth above, the Court now turns to describe the analytical framework with which is will review the instant fee petition.


 I. Standards and Analysis Governing the Court's Fee Determination

 The common-fund doctrine is an exception to the American Rule against court-awarded attorney's fees. Under this doctrine, the court, in exercise of its general equitable powers, apportions the attorney's fees attributable to the creation or the preservation of a common fund by charging the fees against such fund. See 1 Mary F. Derfner & Arthur D. Wolf, Court Awarded Attorney Fees 2-1 (Rel. 17, 1993). This equitable assessment and apportionment of fees upon a fund is designed to prevent the unjust enrichment of persons, including members of a plaintiff class, who would otherwise reap the benefits of the litigation without bearing its costs. See Boeing Co. v. Van Gemert, 444 U.S. 472, 478, 62 L. Ed. 2d 676, 100 S. Ct. 745 (1980) (lawyer who recovers common fund for benefit of persons other than himself is entitled to reasonable attorney's fee from fund).

 Where an equitable fund is created through the settlement of a class-action suit, the court, as guardian of the rights of the class members, is not bound by the amount of the fee award that counsel has requested. This is so even though notice of the fee request has been provided to all class members to accord them a sufficient opportunity to object. See Piambino v. Bailey, 610 F.2d 1306, 1328 (5th Cir.) (district court not bound by agreement of parties as to amount of attorney's fees in settlement of class action), cert. denied, 449 U.S. 1011 (1980); 1 Derfner & Wolf, supra, P 6.02, at 6-12.3. Rather, the court, in its fiduciary role, must recognize that regardless of how well intentioned plaintiffs' counsel may be, the attorney and the client stand as adverse claimants with respect to the same settlement fund. Accordingly, a comprehensive review of the fee petition is warranted.

 Under the law of the Second Circuit, the lodestar method is the proper approach for computing the assessment of attorney's fees against an equitable fund. Historically, fees in common-fund cases had been computed as a percentage of the fund. See Breiterman v. Roper Corp., [1989-1990 Transfer Binder]Fed. Sec. L. Rep. (CCH) P 94,885, at 94,832 (S.D.N.Y. Jan. 12, 1990) (citing Mashburn v. National Healthcare, Inc., 684 F. Supp. 679, 688 (M.D. Ala. 1988)). The application of the percentage method, however, lent itself to arbitrary--and often quite exorbitant--fee awards that sometimes failed to reflect accurately the time and the energy spent by plaintiff's counsel, the quality of the representation, and the stage in the litigation process at which a settlement was achieved. In addition, the public perception that 'windfall fees' were being awarded left many critics to lament that "'the only persons to gain from a class suit are not the potential plaintiffs, but the attorneys who will represent them.'" City of Detroit v. Grinnell Corp., 495 F.2d 448, 469 (2d Cir. 1974) (quoting Eisen v. Carlisle & Jacquelin, 391 F.2d 555, 571 (2d Cir. 1968) (Lumbard, J., dissenting)). In response to these concerns, a major jurisprudential shift was inaugurated in Lindy Brothers Builders, Inc. v. American Radiator & Standard Sanitary Corp., 487 F.2d 161, 166-67 (3d Cir. 1973), in which the Court of Appeals for the Third Circuit adopted what is commonly described as the "lodestar" analysis. The lodestar approach was thereafter employed in a common-fund case by the Second Circuit Court of Appeals in City of Detroit v. Grinnell Corp., 495 F.2d 448, 470-71 (2d Cir. 1974), and in 1992 was reiterated as the law of the Second Circuit in Grant v. Martinez, 973 F.2d 96, 99 (2d Cir. 1992), cert. denied, 122 L. Ed. 2d 132, 113 S. Ct. 978 (1993). *fn3"

 Under the lodestar approach, the court computes a 'lodestar' by multiplying the number of hours reasonably expended in litigation by a reasonable hourly rate. See id. These variables are ascertained through the court's review of contemporaneous time records and expense reports submitted by counsel that provide brief descriptions of the purpose of the work performed and the expenses incurred. See Gucci Am., Inc. v. Rebecca Gold Enters., 89 Civ. 4736 (BN), 1993 U.S. Dist. LEXIS 3486, at *8 n.2 (S.D.N.Y. Mar. 23, 1993) (citing Lewis v. Coughlin, 801 F.2d 570, 577 (2d Cir. 1986)). The Second Circuit has granted the district courts considerable latitude in protracted litigation, such as the instant actions, to apply counsel's current hourly rates in computing the lodestar so as to compensate counsel for the time value of money (i.e., the interest cost) attributable to the delay between the time that legal services are rendered and such time that payment is ultimately received from the common fund. See Grant, 973 F.2d at 100 (citation omitted). The court may then adjust the lodestar up or down by the application of a multiplier based upon certain factors, the most prominent of which is an adjustment for the risk of loss associated with the undertaking of representation on a contingent basis. This enhancement for risk of loss--that is, the risk that no equitable fund will be created out of which attorney's fees may be paid, either through a victory on the merits, or through a court-approved settlement--is necessary to equate an attorney's hourly billing rates (which are premised upon the assumption that the attorney will be fully compensated for the services she performs) to a risk-adjusted rate that considers the substantial possibility that the plaintiff will neither prevail on the merits nor reach a settlement. Needless to say, in a contingent-fee arrangement, if a judgment were entered against the class-action plaintiffs, no fund would be created out of which the attorney could be compensated. See Grinnell Corp., 495 F.2d at 471 (stating that the contingent risk of litigation was perhaps the "foremost" factor in determining the proper enhancement to counsel's lodestar because "despite the most vigorous and competent of efforts, success is never guaranteed.").

 The use of a risk-enhancement adjustment is appropriate where attorney's fees are to be paid from an equitable fund created through litigation. While the Supreme Court has expressly prohibited post-lodestar risk-enhancement adjustments in fee petitions brought pursuant to fee-shifting statutes, see City of Burlington v. Dague, 120 L. Ed. 2d 449, 112 S. Ct. 2638, 2643-44 (1992), neither the Supreme Court nor the Second Circuit has extended this interdiction to common-fund cases. In addition, in Grant v. Martinez, 973 F.2d 96 (2d Cir. 1992), cert. denied, 122 L. Ed. 2d 132, 113 S. Ct. 978 (1993), the Second Circuit Court of Appeals, in commenting upon Burlington, expressly stated that "although there is a 'strong presumption that the lodestar figure represents the reasonable fee,' other considerations may lead to an upward or downward departure from the lodestar." 113 S. Ct. at 101 (quoting Burlington, 112 S. Ct. at 2641) (additional citation omitted). Indeed, many of the policies that have motivated Congress to enact fee-shifting statutes--including the encouragement of litigation to achieve social goals in consonance with civil-rights legislation--are simply not applicable to a district court's computation of a reasonable attorney's fee to be assessed against an equitable fund.

 Finally, the Court does not ignore the conceptual distinctions between fee-shifting statutes and the common-fund doctrine. Fee-shifting statutes, as the name implies, are designed to shift liability for the plaintiff's attorney's fees from the prevailing plaintiff to the defendant. In contrast, the common-fund doctrine is a judicial precept that is designed to prevent the unjust enrichment of the beneficiaries of another person's litigation. Therefore, the Court concludes that Burlington's admonition against a post-lodestar adjustment for risk should not apply to an award of attorney's fees that is payable from a settlement fund. The Court does recognize, however, that all other factors bearing on the ultimate fee award, including the quality of representation, the complexity of the litigation, the delay in the receipt of payment, and the skillfulness of opposing counsel, are properly includable in the computation of the lodestar amount.

 The risk-enhancement factor lends itself to mathematical equation. As the Supreme Court acknowledged in Burlington, 112 S. Ct. at 2642, in a contingent-fee arrangement, "the attorney bears a contingent risk of nonpayment that is the inverse of the case's prospects of success: if his client has an 80% chance of winning, the attorney's contingent risk is 20%." Id. The risk-enhancement factor may thus be computed by dividing 1 by the difference between 1 and that decimal which represents the contingent risk. For example, returning to the Supreme Court's illustration in Burlington, if a court determined that there was a 20% (0.2) risk that the plaintiffs would lose their lawsuit outright--that is to say, that plaintiffs would neither prevail on the merits nor settle--the risk-enhancement factor would be 1.25, computed as follows:

 1.0 / 1.0 -0.2 = 1.0 / .08 = 1.25

 The Court further recognizes that the degree of risk attending plaintiffs' counsel's representation in a class-action suit will vary throughout the course of litigation. Thus, in its Settlement Order, this Court requested affidavits from plaintiffs' counsel in each of the instant consolidated actions concerning counsel's perceived risk of loss as of the commencement date of litigation, and at each six-month anniversary thereof. The Court further directed counsel to summarize their time-record data over six-month intervals. By so doing, the Court would have the ability--if circumstances warranted it--to apply a separately computed risk-enhancement factor to 'sub-lodestars' computed for each six-month period during litigation.

 In addition to obtaining evidence by affidavit as to these subjective assessments of risk, the Court has established an objective-benchmark level of risk based upon its review of class-action security suits that have been litigated over the past ten years. The Court has reviewed the disposition of a number of class-action security suits brought within the Second Circuit, or for which certiorari was granted by the United States Supreme Court, during the ten-year period concluding on October 26, 1993--the date of the Settlement Order. By using electronic databases, the Court has uncovered a sample of 143 court documents issued by either the Supreme Court, the Second Circuit Court of Appeals, or the district courts within the Second Circuit during the period between October 27, 1983 and October 26, 1993. Each of these documents address various motions or appeals in class-action suits brought under either sections 11, 12(2) or 15 of the Securities Act of 1933, sections 10(b) or 20(a) of the Securities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder. *fn4" The Court has traced the subsequent disposition of the cases within this sample by using automated cite-checking services, and by conducting both an automated and a manual search of the Clerk's Records of the United States District Court for the Southern District of New York. Through these procedures, the Court has identified 34 separate actions that have been settled, *fn5" 15 separate actions in which the plaintiffs have lost outright through the dismissal of their complaint, and no action in which the class-action plaintiffs have prevailed on the merits. This therefore establishes a benchmark risk of loss of 30.61%, which computes to a benchmark risk-enhancement factor of 1.44.

 The Court regards this benchmark risk-enhancement factor to be the more accurate indicator of the actual risk of loss faced by plaintiffs' counsel. The benchmark will thus serve as a uniform risk-enhancement factor to be applied throughout the course of litigation, and to be departed from only where plaintiffs' counsel has attested that for any six-month interval during litigation, he or she perceived the risk of loss to be less than the benchmark risk of loss. In such event, the subjective risk of loss will be used for the specified interval. Thus, the objective benchmark will serve as the primary risk-enhancement factor to be applied uniformly throughout the course of litigation, which only may be decreased--and never increased--where plaintiffs' counsel has attested to a lesser perceived risk of loss.

 Having set forth the policies and the principles that will guide this Court's fee analysis, the Court now turns to the actual mechanics of the fee computation.

  II. Computation of the Fee Award6

 A. Computation of the Lodestar Amount

 As directed by this Court, plaintiffs' counsel in each of the settled actions has submitted computer-generated time-accounting schedules with respect to such actions. These schedules identify the date that work was performed, the nature of the work, the attorney or the paralegal who performed such work, and the billing rate assigned to the attorney or the paralegal. Counsel in each of the actions has attested that these schedules were compiled from daily time records that were contemporaneously prepared and kept by each attorney and paralegal.

 As per this Court's instructions, the time-accounting information has been summarized by counsel on an aggregate basis for the entire action, and for each six-month interval during litigation. This information has been summarized further from the inception of litigation through October 20, 1992, and from October 21, 1992 through September 7, 1993. *fn7" Counsels' time-accounting information is summarized below. Schedule A: Inception of litigation through October 20, 1992 Firm Hours Requested Lodestar Wolf Popper Ross Wolf & Jones 3,442.70 $ 1,095,180.00 Goodkind Labaton Rudoff & Sucharow 888.70 $ 223,849.00 Beigel & Sandler 481.50 $ 80,630.00 TOTALS 4,812.90 $ 1,399,659.00 Schedule B: October 21, 1992 through September 7, 1993 Firm Hours Requested Lodestar Wolf Popper Ross Wolf & Jones 798.90 $ 269,799.00 Goodkind Labaton Rudoff & Sucharow 117.20 $ 32,152.00 Beigel & Sandler 9.50 $ 3,106.25 TOTALS 925.60 $ 305,057.25 Schedule C: Inception of litigation through September 7, 1993 Firm Hours Requested Lodestar Wolf Popper Ross Wolf & Jones 4,241.60 $ 1,364,970.00 Goodkind Labaton Rudoff & Sucharow 1,005.90 $ 256,001.00 Beigel & Sandler 491.00 $ 83,736.25 TOTALS 5,738.50 $ 1,704,716.25


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