Citations
- 495 F. Supp. 2d 310
Full opinion text
MEMORANDUM and ORDER
PLATT, District Judge.
Plaintiffs appeal from an Order by U.S. Magistrate Judge Kathleen Tomlin-son issued on March 30, 2007, denying plaintiffs’ motions challenging MetLife’s assertions of attorney-client privilege to communications between MetLife and its lawyers related to the preparation of Met-Life’s policyholder information materials sent to policyholders to seek their vote on MetLife’s proposed reorganization from a mutual life insurance company to a stock life insurance company. For the following reasons, the Court grants plaintiffs’ request to obtain the aforementioned communications.
Factual Summary
A thorough recitation of the facts may be found by reading this Court’s prior decisions in this matter, In re MetLife Demutualization Litig., 156 F.Supp.2d 254 (E.D.N.Y.2001) and In re Metlife Demutualization Litig., 322 F.Supp.2d 267 (E.D.N.Y.2004). Nevertheless, the Court will briefly recite a few essential facts. In April 2000, MetLife changed from a mutual life insurance company to a stock life insurance company, through a process known as demutualization. Pursuant to the demutualization, which was approved by 93% of the nearly 2,800,000 policyholders who voted, the policyholders exchanged their membership interests, such as the right to vote on matters submitted to them and the right to receive a portion of the surplus in the event that MetLife was liquidated, for beneficial interests in the MetLife Policyholder Trust (“the Trust”), which was established during the demutualization. The Trust held shares of the stock in the newly formed holding company, MetLife, Inc.
Plaintiffs claim that in connection with the policyholder vote that approved the demutualization, MetLife issued to each policyholder a Prospectus which contained material omissions and misrepresentations about the effect the demutu-alization would have on participating policyholders’ rights. Participating policyholders are those former MetLife policyholders who paid premiums that were intentionally priced higher in order to create a surplus. That surplus constituted a fund from which MetLife would return to participating policyholders the overcharges together with any accrued interest as a dividend payment. The demutualization extinguished the participating policyholders’ rights to these dividend payments—with the exception of dividends paid out of a closed block of designated assets—in exchange for the rights as stockholders in a stock company.
Plaintiffs allege that as a result of the demutualization, and in exchange for them rights as participating policyholders, they “received only 54