IN RE: Investors Funding Corporation of New York Securities Litigation

pL Case MDL No. 290 Document 2 Filed 05/05/15 Page 1 of 18
BEFORE THE JUDICIAL PANEL
: ON oo
MULTIDISTRICT LITIGATION x EE
IN RE INVESTORS FUNDING CORPORATION ) DOCKET NO. 290 , 2 _
OF NEW YORK SECURITIES LITIGATION ) = | .
22 _. 8 h	m === Lo
OPINION AND ORDER 53 2 Tae #47)	a2 « pita » Jaba |] Ss > so
—_— EE = ehiFz oom
BEFORE JOHN MINOR WISDOM, CHAIRMAN, AND EDWARD WEINFEEE, Bowie
A. ROBSON, WILLIAM H. BECKER*, JOSEPH S. LORD, III*, SEANDEY Ag”
WEIGEL*, AND ANDREW A. CAFFREY, JUDGES OF THE PANEL = 2 EUS BE
PER CURIAM : Co :
This litigation consists of seven actions pending in five
federal districts -- three in the Southern District of New York
and one each in the Northern District of Illinois, the Northern :
District of Ohio, the Eastern District of Virginia and the :
District of the District of Columbia. The actions center around
the investment activities of Investors Funding Corporation of
New York, Investors Funding Collateral Corporation and a number
of related corporations {collactively raZerrsd to as IFC). i.
== srincizal business cf IFC, »rior to its entrance into
bankruptcy proceedings during Cctober 1974, was the ourchase
and sale of real property, the making of mortgage loans, and E .
participation in other real estate related transactions. EE
Bloor, one of the actions pending in the Southern District
of New York, was brought under the federal securities laws and
the bankruptcy laws, inter alia, by the trustee in Ttankructcr Zox
* Judges Becker, Lord and Weigel tcck nc part in thea
consideration or decision of this matter.

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® IFC against nearly 200 named defendants and 24 "Doe"
defendants. Included as defendants are the officers
and directors of IFC; the trustees of IFC's profit
sharing plan; attorneys, accountants and appraisers of
real estate for IFC; several real estate ventures and the
participants in those ventures; several banks; over 100 alleged
recipients of voidable fraudulent transfers of IFC's assets;
and 22 alleged recipients of voidable preferential transfers of
IFC's assets. Bloor is also brought against separate
purported defendant classes consisting of the partners in two of
the defendant accounting firms	or various participants in the
named real estate ventures. The complaint in Bloor contains
® allegations concerning a wide variety of activities of thedifferent defendant groups. The officers, directors, attorneys,
accountants and appraisers are alleged to have participated in
a scheme through which the assets and profits of IFC were
overstated and the liabilities and losses of IFC were understated,
thereby allowing profits to be reported when none were earned
and presenting the creditors of IFC and investors in IFC with
a false and misleading impression of the financial condition
of IFC. The officers and directors allegedly engaged in 2
series of sham transactions andpurchase and buy-back agreements
designed to inflate falsely the assets and profits of IFC. The
appraisers allegedly predicted income figures for properties of
® IFC that were significantly higher than realistically might be

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@ expected and predicted unreasonably low expenses for the properties.
| The defendant banks, which are creditors of IFC, allegedly con-
cealed certain inside information about IFC's financial condition
and used that information to their benefit and to the detriment
of the other creditors of IFC and the public. Fourteen of
the fifteen original bank defendants are alleged to have
collectively entered into certain credit and security agreements
with IFC through which unsecured loans made to IFC by the
banks were converted to secured loans, thereby giving the
banks a position superior in interest to that of other creditors
of IFC. These fourteen banks and one of the principals of IFC
‘are also alleged to have entered into a secret verbal agreement
which required proceeds from the sale of properties by IFC
® to be paid to the banks to reduce the loans outstanding rather
than be reinvested by IFC in other properties, thereby
resulting in a secret liquidation of the assets of IFC for the
benefit of the banks. Several defendants, including many of
the defendant real estate ventures and the participants in
those ventures, are alleged to have participated in voidable
fraudulent transfers of real property or other assets of IFC,
to the financial detriment of IFC. Other defendants are alleged
to have received transfers of the assets of IFC which are
voidable preferences. The trustee asks for damages and the
return of all assets of IFC that were transferred in vcidable
transactions.
®

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® Katz was instituted in the Southern District of New York
under the federal securities laws, inter alia, as a class action
on behalf of all purchasers of IFC common stock during the period
from December 31, 1967 to October 21, 1974. Many of the same
individuals or organizations that are named as defendants in
Bloor are named as defendants in Katz. Plaintiffs in Katz allege
that defendants participated in fraudulent activities and the
issuance of false and misleading statements which impaired the
value of plaintiffs’ investments in IFC. The specific activities
in question include sham transactions at year's end to improve
artificially IFC's balance sheet and income statement, purchase
and buy-back transactions at inflated prices, and overstatement
C and misappropriation of IFC's assets.
Morse, the third action pending in the Southern District
of New York, was brought under the federal securities laws,
inter alia, as a class action on behalf of purchasers of certain
IFC debentures during the period from July 28, 1972 to October
21, 1974. Defendants in this action are individual officers
and directors of IFC, IFC's accountants, and three underwriters
of IFC securities. The substantive allegations of fact in
Morse are very similar to those made in Katz.
The four actions pending in districts other than the
Southern District of New York (the bank actions) were each
instituted by the trustee in bankruptcy for IFC against a single
®

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® national bank. These four national banks were originally
among the fifteen banks named as defendants in Bloor, but
each of the four have since been dismissed or have made
motions for dismissal from that action under the venue provision
ot the National Bank Act, 12 U.S.C. §94. The original complaints
in the bank actions were identical to the complaint in Bloor.
Subsequently, substantially amended complaints have been
filed in the Virginia, Illinois and Ohio actions. The amended
complaints in the Virginia and Illinois actions are brought
under the federal securities laws and the bankruptcy laws,
inter alia. The allegations which are made against the
defendant bank in each of those two complaints are essentially
the same as the allegations which are made against the bank
® defendants in the complaint in Bloor. The amended complaint
in the Ohio action is brought under the bankruptcy laws,
inter alia. In that complaint, the trustee alleges that the
defendant, First National Bank of Akron (Akron bank), caused a :
fraudulent transfer of certain funds of IFC to be made to the
bank when the bank offset funds on deposit with it against the
balance due on unsecured loans taken out by IFC. The trustee
alleges that the Akron bank was in possession of confidential
inside information concerning the financial condition of IFC
when the transfer was made and that the transfer was made with
| the intent to hinder and defraud existing and future creditors
of IFC. The trustee requests that the transfer be voided and
C) that the claims of the Akron bank be subordinated to the claims
of other creditors of IFC.

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Plaintiff in Bloor and the four bank actions moves the
® Panel, pursuant to 28 U.S.C. §1407, to transfer the foregoing
actions pending in districts other than the Southern District
of New York to that district for coordinated or consolidated
pretrial proceedings with the three actions pending there.
Twelve defendant banks oppose transfer. We find that these
actions involve common questions of fact and that their transfer
to the Southern District of New York pursuant to Section 1407
will best serve the convenience of the parties and witnesses
and promote the just and efficient conduct of the litigation.
several of the defendant banks contend, in opposition to
transfer, that the four bank actions which are pending in
districts other that the Southern District of New York are
® distinct from the actions pending in that district. Katz and
Morse, the banks maintain, involve no issues in common with
the claims against the banks. The complaint in Bloor, they
assert, attempts to corbine numerous claims against many unrelated
defendants in a single acticn. The banks stress that the claims
in Bloor concerning the massive fraud perpetrated by the
principals of IFC are distinct from the claims made against each
bank for the return of certain voidable preferences which were
received in a small number of transactions. The banks assert
I/ Plaintiff's motion originally included another action, Bloor,
et al. v.Dansker,	et al,, S.D.N.Y., 69-Civ-2741, but at the
Panel hearing on this motion, plaintiff apparently retreated from
including this action in the motion. Transcript at 2-3. Plaintifs
advised the Panel that this action "has been, for all intents
@® and purposes, settled.” Id. at 3. No party disputed plaintifi’s	characterization of this action. Accordingly, we deem this
acticn withdrawn from plaintiff's motion.

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® that the vast majority of the issues involved in the New York
actions are irrelevant to the banks. The minimal common
aspects which are involved, the banks argue, are far outweighed i
by the predominance of unique issues among the actions.
Defendant Akron bank stresses, in opposition to transfer
of the Ohio action, that the Akron bank is not alleged to have
been a party to the security agreements which were executed
by the other banks. The Akron bank states that claims against
it are asserted only in connection with its offset of certain
funds on deposit from IFC against loans outstanding to IFC. ,
Therefore, the Akron bank contends, discovery in the Ohio action
will relate only to the offset transaction, and will not
C involve the myriad of issues covered by the other actions.We find these arguments unpersuasive. On the basis
of the record before us, all seven actions, including the Akron
bank action, involve substantial common questions of fact
concerning the financial condition of IFC. In addition, Bloor
and the Virginia, Illinois and District of Columbia bank actions
share questions of fact concerning the alleged collective
activities of the banks and others in regard to IFC and the
effect of those activities upon IFC, other creditors of IFC and
other interested persons. Transfer under Section 1407 will
therefore eliminate duplicative discovery, avoid the possibility
of conflicting pretrial rulings and conserve judicial effort.
Discovery on any issues that are unigue to a particular action
® may be scheduled by the transferee judge to proceed concurrently

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with the common pretrial matters. See In re Republic National-
® Realty Equities Securities Litigation, 382 F. Supp. 1403, 1405-06
(FJ.P.M.L. 1974).
The defendant banks argue that the venue provision of the
National Bank Act, 12 U.S.C. §94, prohibits the transfer pursuant
to 28 U.S.C. §1407 for coordinated or consolidated pretrial
proceedings of actions in which national banks are defendants.
One bank maintains that Section 94 reguires all proceedings
against a national bank, trial as well as pretrial, to take place
within the bank's home district. The banks stress that Section 94
was enacted for the convenience of the national banks to protect
them from having to move their records outside their home districts.
This policy of the Act, they assert, as discussed in the recent
( United States Supreme Court case of Radzanower v. Touche Ross & Co.,
426 U.S. 148 (1976), would be violated by transferring the actions
against the banks for pretrial purposes. The banks urge that,
with respect to the four actions in which national banks are
defendants, the motion before the Panel is in reality an
attempt to circumvent the venue restrictions of the National Bank
Act. They contend that movant is attempting to misuse Section
1407, citing In re Highway Accident Near Rockville, Connecticut,
388 F. Supp. 574, 576 (J.P.M.L. 1975) and In re Truck Accident
Near Alamagordo, New Mexico, 387 F. Supp. 732, 734 (J.P.M.L. 1973),
and they request that the Panel accordingly deny transfer in this
litigation. If the Panel determines that transfer under
® Section 1407 is not restricted by the venue provisicn of the

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National Bank Act, the banks urge the Panel nevertheless to give
® deference to the policy behind that venue provision by denying
transfer.
In response to similar arguments opposing the transfer of
actions in which national banks are defendants, the Panel has
ruled as follows:
We see no reason, including anything in Radzanower, to
exempt actions involving national banks from transfer under
Section 1407. In considering transfer under Section 1407,
the Panel is not encurbkered bv considerations of venue,
including those under 12 U.S.C. §94. In re Great Western
Ranches Litigation, 369 F. Supp. 1405, n. 1 (J.P.M.L. 1974).
The fact that defendants may not all be amenable to suit
in the same jurisdiction does not prevent transfer of the
actions against them to a single district for pretrial
proceedings where the prerequisites of Section 1407 are
otherwise satisfied. In re Kauffman Mutual Fund Actions,
337 F. Supp. 1337, 1339 (J.P.M.L. 1972). Indeed, 28 U.S.C.
§1407 (a) states that "actions may be transferred to any
district forcoordinated or consolidated pretrial proceedings."
) (Emphasis added.) The legislative history of Section 1407is also instructive on this point. In re Plumbing Fixture
Cases, 298 F. Supp. 484, 499-500 (J.P.M.L. 1968). The
recent Radzanower opinion by the Supreme Court has no effect
on transfers under Section 1407 because the opinion deals
exclusively with the question whether the venue provision
of the National Bank Act or the venue provision of the
Securities Exchange Act controls in the event a national
" banking association is sued in a federal court for
allegedly violating the Securities Exchange Act.
Furthermore, we see no reason to accord national banks
any special treatment in considering transfer of actions
under Section 1407. The Panel's statutory mandate is to
weigh the interests of all the plaintiffs and all the
defendants, and to consider multidistrict litigation as a
whole in light of the purposes of the law. In re Library
Editions of Children's Books, 297 F. Supp. 385, 386 (J.P.M.L.
1968). :
We emphasize that defendant national banks need not
worry about a transferee court's entering an order requiring
that their documents be moved outside their home districts
for trial because transfers under Section 1407 are for
pretrial only and the actions against them will be remanded
® to their home districts for trial. See Rule 11, R.,P.J.P.M.L.,65 F.R.D. 253, 260-63 (1975). Moreover, we note that
transfer of an action under Section 1407 does not mean that

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all discovery must take place in the transferee district.
® For example, depositions of witnesses may still occur where	they reside, see Fed. R. Civ. P. 45(d) (2), and of course
any party may request an order from the transferee court that
its documents be inspected at its offices or at another
convenient location in or near the city in which it is
located, see Manual for Complex Litigation, Part I, §2.50
(rev. ed. 1973).
The defendant banks' reliance on In re Highway
Accident Near Rockville, Connecticut, supra, and In re
Truck Accident Near Alamagordo, New Mexico, supra, in
suggesting that plaintiffs . . . are attempting to misuse
Section 1407 in seeking transfer is misplaced. Those
two litigations did not otherwise meet the standards for
transfer under Section 1407, in contrast to the litigation
now before us. Here significant benefits are to be
gained by coordinated or consolidated pretrial proceedings.
In re Falstaff Brewing Corporation Antitrust Litigation,
F. Supp. p (J.P.M.L., filed June 3, 1977).
This reasoning is equally dispositive of the arguments of the
defendant national banks in the litigation now before us.
The Southern District of New York is clearly the most
® appropriate transferee forum for this litigation. Investors
Funding Corporation of New York and Investors Funding Collateral
| Corporation are headquartered within that district and therefore
many of the relevant documents and witnesses are located in the
New York vicinity. See In re U.S. Financial Securities Litigation,
375 F. Supp. 1403, 1404 (J.P.M.L. 1974). In addition, three
of the seven actions involved here are already pending in the
Southern District of New York. See In re Joseph F. Smith Patent
Litigation, 407 F. Supp. 1403, 1405 (1976).
IT IS THEREFORE ORDERED that, pursuant to 28 U.S.C. §1407,
the actions listed on the following Schedule A and pending in
districts other than the Southern District of New York be, and
®.. same hereby are, transferred to the Southern District of

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New York and, with the consent of that court, assigned to the
Honorable William C. Conner for coordinated or consolidated
pretrial proceedings with the actions listed on Schedule A and
pending in that district.

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Schedule A
® | Docket No. 290
DISTRICT OF COLUMBIA Civil Action No.
James Bloor, etc. v. Riggs National 76-1958
Bank
NORTHERN DISTRICT OF ILLINOIS
James Bloor, etc. v. First National Bank 76-C-3905
of Chicago
SQUTHERN DISTRICT OF NEW YORK
James Bloor, etc. v. Jerome Dansker, 76-Civ-4679 (WCC)
et al.
Morris Katz, et al. v. Jerome Dansker, 76-Civ-4721 (WCC)
et al.
Robert Morse, et al. v. Peat Marwick 75-Civ-3681 (WCC)
Mitchell & Co., et al.
® NORTHERN DISTRICT OF OEIO
James Bloor, etc. v. First National C-76-336A
Bank of Akron
, EASTERN DISTRICT OF VIRGINIA
James Bloor, etc. v. Virginia 76-639-N
National Bank

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® BEFORE THE JUDICIAL PANEL
MULTIDISTRIOT LITIGATION
IN RE INVESTORS FUNDING CORPORATION OF ) DOCKET NO. 2905,
NEW YORK SECURITIES LITIGATION ) 2x = =!=2 SG lly
CONCURRING OPINION 22 7 “EE
oo wo rE
EDWARD WEINFELD, JUDGE CF THE PANEL, WITH WHOM JOHN MENO RW ISDOR,
CHAIRMAN OF THE PANEL, JOINS, eed re! Eg
I concur in the decisicn of my brethren that the "© =
actions before us pending in districts other than the
Southern District of New York should, pursuant to 28 U.S.C.
$1407, be transferred to that district for coordinated or
consolidated pretrial proceedings with the actions pending
there. I also agree with my brethren that the venue
provision of the National Bank Act, 12 U.S.C. §94, does not
® prohibit transfer under Section 1407 of actions in which national
banks are parties. Unlike my brethren, however, I am of the
view that the Panel should adopt as policy the Supreme Court's
recent recognition in Radzanower v. Touche Ross & Co., 426 U.S.
148 (1976), that the purpose of 12 U.S.C. §94 was to prevent
interruption in the business of national banks that might result
from their records being sent to distant counties, 426 U,S. at
156. Accordingly, I would include in the Panel's transfer order
in this litigation a provision that with respect to the naticnal
bank defendants any discovery or inspection of their records
shall be had only in each bank's home district.
®

’ ' Case MDL No. 290 Document 2 Filed 05/05/15 Page 14 of 18 :
JU, i.
: MUL FTCA PANEL oN Lo. . me LUTEATI, - Co FE
BEFORE THE JUDICIAL PANEL ie
ON DEC-| 1979 |MULTIDISTRICT LITIGATION Co
GeCAL HU yaps :
ERR OF Thpane) oo
In re Investors Funding Corporation )Docket	No. 290
of New York Securities Litigation ) ;
)
James Bloor v. Federal Deposit Insurance ) 4/78,	Corporation, E.D. New Tork C.A. No. 78C565 ) :
OPINION AJD ORDER ITE
3EFORE JOHN MINOR WISDOM, CHAIRMAN, AND EDWARD WZINFZILD, oo 3
ADWIN A. RO3SON, STANLEY A. WEIGEL, ANDREW A. CAFFREY, AND no
ROY ¥. HARPER, JUDGES OF THE PANEL.
PER CURIAM
The Panel, pursuant to 2¢ J.3.C. 1407, oraviously central-
ized several actions in this litization in the Scutnern “istrict
of New York before the Honorable William C. Conner for coordi-
nated or consolidated pretrial proceedings. In re Investors -
Funding Corporation of New York Securities Litigation, 437
F.Supp. 1199 (J.P.A.L. 1977) (:DL-29D actions). The HDL-230 oo
actions center around the investment activities of Investors
funding Corporation of Jew York, Investors Funding Collateral
Corporation and a number of related corporations (collectively
referred to as IFC). The principal business of IFC, prior ) N EE
to its entrance into bankruptcy proceedings during October
1974 ,1/ was the purchase and sale of real property, the maxing
of mortgage loans, and participation in other real estate
related transactions. Plaintiff in ons of the 4DL-230 actions
originally filed in the transferee district (3loor) is the
trustee in bankruptcv for IrC. Claims are made in that action
17 Those proceedins are pending before the Honorable Dudlev
3. 3onsal in the Southern District of Jew York.

Case MDL No. 290 Document 2 Filed 05/05/15 Page 15 of 18 ’
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under the federal securities laws and the bankruptcy laws,
inter alia, against a wide variety of defendants, including a
several national banks. The allegations against the national
1 banks in Bloor are as follows:
The defendant banks, which are creditors of IFC, allegedly REE
concealed certain inside information to their benefit Ll
and to the detriment of the other creditors of IFC and LL
the public. Fourteen of the fifteen original bank defendants
are alleged to have collectively entered into certain : Co
credit and security agreements with IFC through which
unsecured loans made to IFC by the banks were converted
to secured loans, thereby giving the banksa position
superior in interest to that of other creditors of IFC.
These fourteen banks and one of the principals of IFC
are also alleged to have entered into a secret verbal :
agreement which required proceeds from the sale of properties
by IFC to be paid to the banks to reduce the loans outstanding : ,
rather than be reinvested by IFC in other properties, =
thereby resulting in a secret liquidation of the assets :
of IFC for the benefit of the banks.
Id. at 1200.
On January 31, 1978, upon the motion of the trustee, SE
the claims in Bloor against the Federal Deposit Insurance
Corporation (FDIC) as receiver for Franklin National Bank
(Franklin) were severed by the transferee judge and transferred : :
to the Eastern District of New York pursuant to 28 U.S.C. oo oo
§1404(a) .2/ These claims were assigned the following caption
in the Eastern District of New York: James Bloor v. Federal
Deposit Insurance Corporation, C.A. No. 78C565 (FDIC action).
The claims against the FDIC in this action are identical
to the claims against the other national banks in Bloor. :
2] The trustee stated that the purpose of this motion was
to avoid protracted proceedings under 12 U.S.C. §94 concerning
the proper venue for the claims against the FDIC. Franklin
was headquartered in the Eastern District of New York before
its failure.

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® Because the FDIC action appeared to involve common questions
of fact with the MDL-290 actions, the Panel, pursuant to
Rule 9, R.P.J.P.M.L., 65 F.R.D. 253, 259-60 (1975), entered
an order conditionally transferring the FDIC action to the
Southern District of New York for inclusion in the coordinated
or consolidated pretrial proceedings occurring there. The
"FDIC opposes transfer, and the trustee favors transfer.
We find that the FDIC action involves common questions
of fact with the actions previously centralized in the Southern
District of New York and that transfer of the FDIC action
to that district under Section 1407 will best serve the
convenience of the parties and witnesses and promote the
C just and efficient conduct of this litigation.The FDIC argues that settlement negotiations are well
underway which, if completed, could result in dismissal of
the FDIC action. In the event the settlement negotiations
break down, the FDIC continues, motions would be directed
against the complaint for lack of specificity in the claims
pled and for failure to plead venue properly. This action
should remain in the Eastern District of New York to allow
the settlement negotiations to be completed or, in the event
the settlement negotiations break down, to allow the resolution
of any motions that may be directed against the complaint,
the FDIC asserts.
®

Case MDL No. 290 Document2 Filed 05/05/15 Page 17 of 18 :
®
We find these arguments unpersuasive. The FDIC admits
that the FDIC action and Bloor involve common questions of
fact concerning the alleged collective activities of the
banks and others in regard to IFC and the effect of those
activities upon IFC, other creditors of IFC and other interested
persons. Inclusion of the FDIC action in the coordinated
or consolidated pretrial proceedings in the transferee district
is therefore necessary in order to ensure the prevention
of duplicative discovery and to eliminate the possibility
of inconsistent pretrial rulings. See In re Investors Funding
Corporation of New York Securities Litigation, supra, 437
F.Supp. at 1202. Of course, the FDIC need not participate ®
in any pretrial proceedings that are unrelated to the FDIC's
interests. See, e.g., Parts I and II, §§2.31, Manual for
Complex Litigtion (rev.ed. 1977).
The trustee represents that settlement of the FDIC action
is related to the IFC reorganization proceedings pending
before Judge Bonsal. The effect of those proceedings on
the FDIC action and the other actions in the multidistrict
docket is best left to the discretion of Judge Conner, who
has had an opportunity to become familiar with the nuances
of these actions. Should the FDIC decide to file any motions
directed against the complaint in the FDIC action, those
motions can be presented to the transferee judge for resotucionflly

) i Case MDL No. 290 Document 2 Filed 05/05/15 Page 18 of 18
® See In re Commonwealth 0il/Tesoro Petroleum Securities Litigation,
F.Supp.	, ~~ (J.P.M.L., filed September 20, 1973) (slip
opinion at 11).
IT IS THEREFORE ORDERED that, pursuant to 28 U.S.C. §1407,
the action entitled James Bloor v. Federal Deposit Insurance
Corporation, E.D.N.Y., C.A.No. 78C565, be, and the same hereby
is, transferred to the Southern District of New York and,
with the consent of that court, assigned to the Honorable
William C. Conner for coordinated or consolidated pretrial
proceedings with the actions pending there.
®
®