Full opinion text
MEMORANDUM, ORDER AND JUDGMENT ON FINAL APPROVAL OF SETTLEMENT, FEES, EXPENSES AND COMPENSATION AWARDS JACK B. WEINSTEIN, Senior District Judge: Table of Contents I. Introduction ..............................................................306 II. Facts.....................................................................307 A. MetLife’s Plan of Reorganization........................................308 1. New York Insurance Law § 7312 ....................................308 2. Features of the Plan................................................310 3. Exercise of Board’s Business Judgment in Selecting Method of Demutualization.................................................310 4. Reliance on Superintendent.........................................311 B. Solicitation of Policyholder Votes........................................312 1. Mailings..........................................................312 2. Telephone.........................................................314 C. Superintendent’s Investigation and Approval..............................314 1. Appointment and Reliance on Advisors ...............................314 2. Public Hearing....................................................315 3. Written Submissions ...............................................316 4. Opinion and Decision...............................................316 D. Demutualization Procedure.............................................318 E. Related Lawsuits......................................................320 F. Class Certification and Notice...........................................321 G. Discovery and Preparation for Trial......................................322 H. Settlement Negotiations................................................322 I. Terms of Settlement...................................................322 J. Notice of Settlement...................................................323 K. Objections............................................................323 III. Hearings on Proposed Settlement and Related Applications.....................323 A. Trial and November 2, 2009 Preliminary Fairness Hearing..................323 B. December 30, 2009 Fairness Hearing.....................................326 1. History of Litigation, Discovery and Readiness for Trial ................326 2. Arguments of Parties...............................................327 3. Statements of Objectors ............................................327 a) Thomas Sterrett Bell and John J. Pentz, Jr.........................327 b) Steven Waldman................................................327 c) Thomas Tierney ................................................327 4. Statement of State Plaintiff Mark Smilow.............................328 5. Continuance of Hearing.............................................328 C. February 9, 2009 Hearing on Applications for Fees, Expenses, and Compensation.......................................................328 IV. Law and Application of Law to Facts.........................................328 A. Standard of Review....................................................329 B. Presumption of Fairness................................................330 C. Criteria for Approval of Settlement......................................331 1. Complexity, Expense, and Likely Duration of Litigation.................331 2. Favorable Reaction of Class.........................................333 3. Stage of Proceedings and Amount of Discovery Completed..............333 4. Risks of Establishing Liability and Risks of Establishing Damages.....334 a) Difficulty of Establishing Material Misrepresentation or Omission.....335 b) Difficulty of Establishing Intent to Deceive.........................337 c) Difficulty of Proving Injury to Class Members......................337 d) Other Defenses.................................................338 e) Difficulty of Proving Claims in State Action.........................339 5. Risks of Maintaining Action Through Trial............................339 6. Ability of MetLife to Withstand a Greater Judgment ...................339 7. Range of Reasonableness of Settlement Fund in Light of Possible Recovery and Risks of Litigation...................................340 8. Attorneys’ Fees and Expenses.......................................341 D. Manner of Allocation of Settlement Funds................................341 1. $32.5 Million Allocation to the Closed Block...........................341 2. $2.5 Million Cy Pres Allocation......................................343 3. Division of Settlement Amount Between Closed-Block and Non-Closed-Block Allocations.....................................344 E. Notice of Settlement...................................................345 F. Objections to Settlement ...............................................346 1. Steven Waldman...................................................346 2. John J. Pentz, Jr. and Thomas Sterrett Bell...........................350 3. Robert Gould......................................................351 4. Christopher P. Mueller.............................................353 5. Lawrence Kuczynski ...............................................353 6. Thomas P. Tierney, in Support of Mueller’s Objection...................354 V. Fees and Expenses ........................................................356 A. Class Counsel’s Joint Application for Fees and Expenses...................356 B. Standard of Review for Award of Fees and Expenses to Class Counsel.....356 C. Criteria for Approval of Fees and Expenses...............................358 1. Percentage-of-the-fund Method.....................................358 2. Lodestar Method ..................................................359 3. Other Factors.....................................................360 a) Time and Labor Expended.......................................360 b) Magnitude and Complexity of the Litigation........................361 e) Risk of the Litigation............................................361 d) Quality of Representation........................................362 e) Requested Fee in Relation to the Settlement .......................362 f) Public Policy Considerations......................................363 4. Class Counsel’s Expenses...........................................363 5. Reaction of the Classes to Fee and Expense Application ................364 6. Award of Fees and Expenses to Class Counsel.........................364 D. Notice of Applications for Fees and Expenses.............................365 E. MetLife’s Objections to Class Counsel’s Application for Fees and Expenses...........................................................366 F. Objector Steven Waldman’s Application for Attorney’s Fees.................367 VI. Compensation to Class Representatives.......................................369 A. Federal Plaintiffs’ Applications for Compensation Pursuant to PSLRA.......369 B. State Plaintiffs’ Applications for Compensation............................370 1. New York Law Concerning “Incentive Awards”........................371 2. Plaintiffs Theresa Hazen, Mark Smilow, and Vijay Shah.................371 3. Compensation for Efforts on Behalf of the Class.......................372 VII. Conclusion................................................................373 I. Introduction This case and a related case in New York Supreme Court, Fiala v. Metropolitan Life Ins. Co., Index No. 601181/2000, are class actions arising out of Metropolitan Life Insurance Company’s (“MetLife”) demutualization — its conversion from a mutual insurance company to a stock corporation. The classes consist of individuals who held MetLife mutual insurance policies at the time of the demutualization in 2000 who were allegedly harmed by the demutualization. The parties in this action and the Fiala action have arrived at a joint proposed settlement disposing of all claims in both cases. The parties seek final approval of the proposed settlement. Plaintiffs’ counsel, and counsel for one objector to the settlement, have applied for attorneys’ fees and expenses, to be paid out of the settlement fund. Named plaintiffs in both actions have applied for compensation in recognition of time and effort expended in participating in these cases. It is the policy of the federal courts to encourage coordination of pending state and federal cases concerning the same and closely related transactions. See, e.g., In re Zyprexa Prods. Liab. Litig., 467 F.Supp.2d 256, 262 (E.D.N.Y.2006) (“Cooperation with state courts will continue to be stressed.”); In re Zyprexa Prod. Liab. Litig., No. 04-MD-1596, 2006 WL 898105, at *1 (E.D.N.Y. Apr. 6, 2006) (“Coordination and cooperation between state and federal courts has been encouraged.”). In this instance close cooperation between the Supreme Court of the State of New York and the United States District Court for the Eastern District of New York, utilization of a single special settlement master, and joint hearings on the settlement permitted termination of this litigation with minimal transaction costs, on the merits. For the reasons indicated below, after full hearings, the proposed settlement of these actions is found to be fair, reasonable, and adequate to all parties and to all persons who might be directly or indirectly affected. See Fed.R.Civ.P. 23(e). The fees and expenses of class counsel are approved as fair, reasonable, and fully supported. Objector’s counsel’s fees are approved in part. Named plaintiffs’ applications for compensation are approved in part and denied in part. Disposition of the amounts approved in the settlement is properly provided for. For the convenience of the reader, parts of prior memoranda and orders of this court are incorporated in the present document. Relevant documents issued in the state case have been considered as if they were admitted in the federal action. Hearings conducted jointly with the New York Supreme Court and evidence reviewed in such joint hearings are relied upon in the findings of this court. This Memorandum, Order and Judgment is not effective until the New York Supreme Court’s judgment of approval of the settlement is issued in the Fiala case. II. Facts Detailed information concerning the factual and procedural history of these related litigations is provided in prior decisions of this court and the state court. See, e.g., In re MetLife Demut. Litig., 156 F.Supp.2d 254 (E.D.N.Y.2001) (denying MetLife’s motion to dismiss); In re MetLife Demut. Litig., 322 F.Supp.2d 267 (E.D.N.Y.2004) (denying MetLife’s second motion to dismiss); In re MetLife Demut. Litig., 229 F.R.D. 369 (E.D.N.Y.2005) (certifying plaintiff class), pet. for interlocutory appeal denied No. 05-8020 (2d Cir. Mar. 29, 2009); In re MetLife Demut. Litig., 624 F.Supp.2d 232 (E.D.N.Y.2009) (denying cross-motions for partial summary judgment); Order Appointing Special Settlement Master, In re MetLife Demut. Litig., No. 00-cv-2258, Docket Entry No. 501 (E.D.N.Y. Oct. 16, 2009); Order Regarding Motions In Limine, In re MetLife Demut. Litig., No. 00-cv-2258, Docket Entry No. 537 (E.D.N.Y. Oct. 30, 2009); In re MetLife Demut. Litig., 262 F.R.D. 205 (E.D.N.Y.2009) (Mem. & Order Regarding Notice & Hearing on Approval of Proposed Settlement); Order Approving Form of Class Notice, In re MetLife Demut. Litig., No. 00-cv-2258, Docket Entry No. 540 (E.D.N.Y. Nov. 11, 2006); Shah v. Metropolitan Life Ins. Co., Nos. 108887/2000 & 601181/200, 2003 WL 728869 (N.Y.Sup.Ct. Feb. 21, 2003) (granting MetLife’s motion to dismiss); Fiala v. Metropolitan Life Ins. Co., 6 A.D.3d 320, 776 N.Y.S.2d 29 (N.Y.App.Div.2004) (reversing in part decision on MetLife’s motion to dismiss); Fiala v. Metropolitan Life Ins. Co., 235 N.Y.L.J. 106, No. 601181/2000, 2006 N.Y. Misc. LEXIS 4092 (N.Y. Sup.Ct. June 2, 2006) (certifying plaintiff class); Fiala v. Metropolitan Life Ins. Co., 17 Misc.3d 1102(A), No. 601181/2000, 2007 WL 2772230 (N.Y.Sup.Ct. Aug. 28, 2007) (unreported disposition) (approving procedure for class notification); Fiala v. Metropolitan Life Ins. Co., 52 A.D.3d 251, 859 N.Y.S.2d 426 (N.Y.App.Div.2008) (affirming class certification as modified); Order Regarding Notice & Hearing on Approval of Proposed Settlement, Fiala v. Metropolitan Life Ins. Co., No. 601181/2000 (N.Y.Sup.Ct. Nov. 5, 2009). A. MetLife’s Plan of Reorganization MetLife, a New York corporation, was founded in 1868, and in 1915 became a mutual insurance company — that is, a non-stock corporation whose policyholders were its members. See Oct. 30, 2009 Stipulation of Agreed Facts, Docket Entry No. 530-9, ¶¶ 1-2 (“Parties’ Stip.”); April 4, 2000 Opinion and Decision of New York State Superintendent of Insurance Neil D. Levin, Docket Entry No. 578-9, at 1 (the “Superintendent’s Opinion” or “Sup. Opinion”). In 1998, MetLife’s Board of Directors (the “Board”) authorized management to pursue demutualization — that is, conversion to a stock life insurance company. See Parties’ Stip. ¶ 10; Sup. Opinion ¶ 15. This process was governed by section 7312 of the New York Insurance Law. On September 28, 1999, MetLife’s Board adopted a Plan of Reorganization (the “Plan”). See Metropolitan Life Ins. Co., Plan of Reorganization Under Section 7312 of the New York State Insurance Law, as Adopted on Sept. 28, 1999 (and as amended and restated by amendments dated Nov. 3, 1999 and Nov. 16, 1999) by the Board of Directors, Docket Entry No. 578-9. After appropriate consideration, the Board determined that the Plan was in the best interests of the company and its policyholders, and that it was fair and equitable to the policyholders. See Sup. Opinion ¶ 31. 1. New York Insurance Law § 7312 Demutualization is authorized by section 7312 of the New York Insurance Law. The state legislature found that: “[I]t is in the interest of the state to maintain a financially sound and competitive life insurance industry in this state and to provide statutory authority for domestic mutual life insurance companies that find it in the best interest of the company and its policyholders to convert to stock form to do so pursuant to this legislation.... [Flexibility of corporate form can be an important factor in an environment of rapidly changing economic conditions. Section 1 of L.1988, ch. 683; amended L.1988, ch. 684, § 1 (Sept. 1, 1988), reprinted in N.Y. Ins. Law § 7312 note (McKinney 2000) (legislative findings). To demutualize, a mutual life insurance company must adopt, by action of three-fourths of its entire board of directors, a detailed plan of reorganization that is consistent with the statute and “fair and equitable” to policyholders. N.Y. Ins. Law § 7312(e)(1). The plan must: “(1) demonstrate a purpose and specify reasons for the proposed reorganization; (2) be in the best interest of the mutual life insurer and its policyholders; (3) be fair and equitable to policyholders; (4) provide for the enhancement of the operations of the reorganized insurer; and (5) not substantially lessen competition in any line of insurance business.” Id. § 7312(c). It must provide, among other things: (1) “the manner and basis by which the reorganization shall take place;” (2) “the consideration to be given to policyholders;” (3) “the method of allocating the consideration among policyholders;” and (4) “a plan of operation for the reorganized insurer including actuarial projections.” Id. § 7312(e)(1). Four different methods of demutualization are specified. The fourth encompasses “[a]ny method approved by the [New York State Superintendent of Insurance (the “Superintendent”) ] under which the policyholders’ membership interest is converted into or exchanged for consideration determined by the superintendent to be fair and equitable to policyholders and meeting the requirements of this section.” Id. § 7312(d)(4). In order to become effective, the demutualization plan must be approved by two-thirds of votes cast by policyholders entitled to vote. Id. § 7312(k)(2). The Superintendent controls the voting procedure, including the notice that must be sent to policyholders before the vote. Id. § 7312(k)(3). Notice must be “preceded or accompanied by a true and complete copy of the plan, or by a summary thereof approved by the superintendent, and such other explanatory information as the superintendent shall approve or require.” Id. § 7312(k)(l). The Superintendent’s approval of the demutualization plan must also be obtained: The superintendent shall ... approve the plan of reorganization if he finds that the proposed reorganization, in whole and in part, does not violate this chapter, is fair and equitable to the policyholders and is not detrimental to the public and that, after giving effect to the reorganization, the reorganized insurer will have an amount of capital and surplus ... reasonably necessary for its future solvency. Id. 7312(j). Broad authority to review a proposed demutualization is provided to the Superintendent. Before issuing written approval, the Superintendent must hold a public hearing on the fairness of the plan, the reasons and purposes for the demutualization, and whether it is in the best interests of the insurer and its policyholders. Id. § 7312(i). The Superintendent may “appoint one or more qualified disinterested persons or institutions as consultants to advise him on any matter related to the reorganization.” Id. § 7312(h)(1). These advisors may request access to the mutual company’s books and records and any other information in its possession. Id. § 7312(h)(4). The Superintendent may “request any additional documents or information and may examine the mutual life insurer or any of its affiliates, to the extent he may determine necessary to enable him to make the findings required ... for the approval by him of the plan of reorganization.” Id. § 7312(g). These provisions are consistent with the plenary authority the state legislature has delegated to the Superintendent to “make an examination into the affairs of any insurance corporation or other insurer doing or authorized to do any insurance business in this state ... as often as he deems it expedient for the protection of the interests of the people of this state, in addition to examinations authorized by other provisions of [the Insurance Law].” Id. § 309(a); see also id. § 401(b) (granting Superintendent “broad authority ... to investigate activities which may be fraudulent and to develop evidence thereon”); id. § 201 (“The Superintendent shall possess rights, powers, and duties ... expressed or reasonably implied by any applicable law of this state”). 2. Features of the Plan The Plan adopted by MetLife’s Board provided for the fourth statutory method of demutualization. See Plan at 6 (§ 3.2, “Basis for Choice of Method”); N.Y. Ins. Law § 7312(d)(4). The major features of the Plan included: 1) a requirement that consideration be given to policyholders in the form of shares of common stock, cash, or policy credits, allocated among policyholders based on an actuarial calculation, as detailed in a separate Actuarial Contribution Memorandum, Plan at 18 (§ 7. 1, “Allocation of Allocable Common Shares”); 2) the creation of a MetLife Policyholder Trust (the “Trust”) to hold the common stock that would be issued to eligible policyholders in consideration for their extinguished membership interests, id. at 6 (§ 3.3, “Establishment and Operation of the Trust.”); 3) the establishment of an accounting mechanism known as the “Closed Block,” the stated purpose of which was “to ensure [ ] the reasonable dividend expectations of policyholders,” id. at 2 (defining “Closed Block”); id. at 22 (Article VIII, “Method of Operation for Participating Business”); 4) a condition that the demutualization would not be effective unless it received the approval of the Superintendent, id. at 10 (§ 5.2, “Effectiveness of Plan”); 5) an initial public offering (“IPO”) to take place simultaneously with the effective date of the demutualization, id. at 10-12 (§ 5.2, “Effectiveness of Plan”); and 6) a caveat that the Board had authority to withdraw the Plan at any time prior to its effective date, id. at 27 (§ 10.4, “Amendment or Withdrawal of the Plan”). The sixth aspect was particularly significant for purposes of the instant case. The Superintendent’s public hearing, the circularization of voters with a package of explanatory materials approved by the Superintendent, the availability of a telephone hotline to answer questions of voters, and the Opinion and Decision of the Superintendent approving the Plan and notice to policyholders all occurred before the Board’s power to withdraw the Plan expired. See Parts II.B-C, infra. 3. Exercise of Board’s Business Judgment in Selecting Method of Demutualization After considering the limitations of alternate statutory methods of demutualization one and two, see N.Y. Ins. Law §§ 7312(d)(1) & (2), the Board determined that the flexibility of the fourth method, id. § 7312(d)(4), was “best suited to provide [MetLife’s] policyholders with a fair and equitable result.” Plan at 6 (§ 3.2, “Basis for Choice of Method”). The Board concluded that it was “the most appropriate method of reorganization under Section 7312 for [MetLife].” Id. (noting that the third statutory method, N.Y. Ins. Law § 7312(d)(3), is available only to insurers with less than $50 million of surplus). Under the business judgment rule, the Board had broad discretion in adopting policy, strategy, and tactics. See, e.g., Clifford v. Metropolitan Life Ins. Co., 264 A.D. 168, 170, 34 N.Y.S.2d 693 (N.Y.App.Div.1942) (“Directors are presumed to act honestly and in accordance with their best judgment^] ... [In matters] of internal management ... courts seldom interfere with the discretion so exercised by directors.”); see also James A. Smallenberger, Restructuring Mutual Life Insurance Companies: A Practical Guide Through the Process, 49 Drake L.Rev. 513, 541-42 (2001) (noting that demutualization approval process is structured to ensure that boards are protected by business judgment rule). Based on the evidence presented, the court finds that the Board appropriately exercised its discretion in choosing method four and in selecting the detailed means of execution of the proposed demutualization. 4. Reliance on Superintendent In late 1998, soon after the Board authorized management to develop a plan of reorganization, MetLife notified the Superintendent of its intention to demutualize. See Sup. Opinion ¶ 15; Parties’ Stip. ¶ 10. Because the Board opted for the fourth method, which lacked statutory detail, it had to ensure that the details of the Plan satisfied the Superintendent. MetLife personnel and advisors worked closely with the Superintendent and his staff and advisors for over a year in developing the Plan’s details. There were, for example, meetings regarding what the Plan was going to provide to policyholders, how the Plan would be explained to policyholders, and the contents of the explanatory materials that would be sent to policyholders. See, e.g., Apr. 10, 2002 Tr. of Joseph Reali Dep. 59:8-62:13, Docket Entry No. 363-35 (stating that MetLife representatives met and corresponded with Insurance Department representatives regarding terms of the Plan and contents of materials sent to policyholders); id at 37:23-25 (stating that MetLife “discussed issues time and again with the New York Insurance department”); id. at 83:8-20 (stating that MetLife personnel kept its own advisors apprised of “where [it was] on discussions with the Insurance Department”); see also Nov. 5, 2002 Tr. of Michael Harwood Dep. 22:6-21, Docket Entry No. 431-2 (stating that MetLife representatives met weekly with Insurance Department regarding formation of closed block and calculation of actuarial equity share). MetLife’s Board and management relied on the Superintendent’s review and expertise in assuring themselves that the demutualization was being conducted properly— particularly with respect to critical actuarial calculations and the formation of the closed block that would assure future dividends to policyholders. See, e.g., May 25, 2006 Tr. of Robert G. Schwartz Dep. 78:22-79:11, Docket Entry No. 508-4 (“I relied ... on the insurance department, who in turn hired, as I recall, outside professionals, actuaries. You know, we were extremely well-regulated and constantly under their supervision and review, so I felt very comfortable that it was being done well and properly”); May 11, 2006 Tr. of Stewart Nagler Dep. 202:20-203:14, Docket Entry No. 508-5 (stating that Board adopted Plan when Superintendent had indicated that Plan was “approvable ... [and MetLife] could go ahead and just plan that it would be approved”); Mar. 9, 2006 Tr. of Robert H. Benmosche Dep. 61:9-14, Docket Entry No. 508-6 (stating that, in connection with technical and actuarial matters, “you have to rely on the advisers and the Insurance Department. The Insurance Department has a large number of people that go through the details of how you calculate it and review the calculations”). The Plan adopted by the Board — and then approved by voting policyholders— reflected MetLife’s responses to the Insurance Department’s “comments on elements of the plan, suggestions, [and] questions.” May 17, 2006 Tr. of Joseph Reali Dep. 9:17-23, Docket Entry No. 363-37. The Board was aware that MetLife’s demutualization could not be effective without the Superintendent’s approval. By its own terms, the Plan could be amended, withdrawn, or altered in response to any concerns the Superintendent might raise before the IPO. See Plan at 27 (§ 10.4, “Amendment or Withdrawal of Plan”); see also Oct. 13, 2009 Hr’g Tr. at 56:16-57:8 (statement of MetLife’s counsel). Any amendments would have required the Superintendent’s approval to become effective. Plan at 27. B. Solicitation of Policyholder Votes 1. Mailings On November 24, 1999, MetLife began mailing a package of explanatory materials (the “Policyholder Packet”) to policyholders describing the Plan in advance of the policyholder vote. See Parties’ Stip. ¶ 20; Sup. Opinion ¶¶ 20-21. The mailing was completed on December 21, 1999, having by then reached substantially all of the 11 million policyholders entitled to vote on and receive compensation under the Plan. See Parties’ Stip. ¶¶ 17, 20; Sup. Opinion ¶ 24. Each Policyholder Packet contained: • a cover letter from MetLife’s Chairman of the Board; • a brochure titled “Important! Read Me First”; • a two-part Policyholder Information Booklet; • a ballot for voting on MetLife’s demutualization plan; • a card listing the policies for which a policyholder was eligible to receive compensation and the form of compensation to be received; • a card that allowed policyholders eligible to receive compensation in the form of stock to elect instead to receive compensation in the form of cash; • an Internal Revenue Service Form W-9, along with a return envelope for returning the ballot, the Form W-9, and/or the card electing cash compensation. See Policyholder Packet, Docket Entry Nos. 530-12 & 530-13; see also Parties’ Stip. ¶ 19 (listing contents of Policyholder Packet). Featured in the Policyholder Packet was a notice of the purpose, date, time, and location of the policyholder vote: In order for the Plan to be approved, at least two-thirds of the votes validly cast by eligible policyholders must be in favor of the Plan. You may cast your vote in person at MetLife or return your ballot by mail using the postage-paid envelop enclosed. You may vote in person at the offices of MetLife: Place: MetLife One Madison Avenue, 1st Floor New York, New York Date: February 7, 2000 Time: 10:00 a.m. to 4.00 p.m. (EST) You must either vote in person or mail the ballot card (card #2) so that we receive it by 4:00 p.m. (EST) February 7, 2000 in order for your vote to count. Policyholder Packet, Docket Entry No. 530-12, at 5; see also id. at 9-10 (letter of Insurance Department stating, time, date, and place of vote). Included was notice of the public hearing to be conducted by the Superintendent in advance of the policyholder vote. It stated that policyholders could make oral statements or written submissions in connection with the hearing: The Superintendent of Insurance of the state of New York has scheduled a pub-lie hearing to consider the Plan of Reorganization adopted by the Board of Directors of Metropolitan Life Insurance Company (MetLife) on September 28, 1999 and as amended by amendment adopted on November 16,19999. THE PUBLIC HEARING WILL BE HELD AT THE GRAND HYATT NEW YORK, PARK AVENUE AT GRAND CENTRAL (AT EAST 42ND STREET), IN THE EMPIRE STATE BALLROOM, NEW YORK, NEW YORK, BEGINNING AT 10:00 A.M. (EST) ON JANUARY 24, 2000. If you would like to submit a written statement concerning the Plan to the New York State Superintendent, you may do so.... If you would like to make an oral statement at the public hearing, you should register [to do so] by January 20, 2000. Id. at 8 (emphasis in original). The bulk of the Policyholder Packet consisted of the two-part, 350-plus page Policyholder Information Booklet (PIB). Part One summarized the Plan, including a complete copy of the Plan of Reorganization (with some exhibits and schedules in summary form). Policyholder Packet, Docket Entry No. 530-12, at 20-50 & Docket Entry No. 530-13, at 1-114. Part Two contained information about MetLife’s business and finances. Policyholder Packet, Docket Entry No. 530-13, at 115-338. The stated purpose of the PIB was to “give [policyholders] information to help [them] decide how to vote.” Policyholder Packet, Docket Entry No. 530-12, at 6. The Policyholder Packet was designed to provide information necessary for an informed decision and to convince policyholders to vote for the Plan. It assured them that the Plan, though adopted by the Board, was subject to final approval by the Superintendent. The Chairman’s Letter supported a favorable vote, explaining: In electing to demutualize, the Board was guided by one overriding concern: the best interests of our policyholders. * * * The Board of Directors has determined that the reorganization is in the best interests of MetLife and its policyholders, and has found the demutualization to be fair and equitable to policyholders. Therefore, the Board urges you to vote YES in favor of approving the demutualization plan. Id. at 1. The pivotal role of the Superintendent was highlighted throughout the Policyholder Packet. A letter from the Insurance Department — embossed with the state agency’s seal — was enclosed with the Read-Me-First brochure at the front of the Policyholder Packet. Signed by the Deputy Superintendent, the letter described the Insurance Department’s involvement in the process and made clear that, even if policyholders were to vote in favor of the transaction, MetLife’s demutualization would not become effective without final approval by the Superintendent. Id. at 10-11. Similar statements were contained throughout. See, e.g., id. at 4, 5, 37-38. The Superintendent reviewed, commented upon, and approved the Policyholder Packet. Sup. Opinion ¶ 216 (“The policyholder notices and accompanying documents, including the Policyholder Information Booklets, Parts One and Two ... were approved by the Superintendente]”); Apr. 10, 2002 Tr. of Joseph Reali Dep. 61:23-62:13, Docket Entry No. 363-35 (“Everything that was sent out [to policyholders] was discussed with the Insurance Department”). 2. Telephone Included in the Policyholder Packet were toll-free telephone numbers for policyholders to call if they had questions, needed assistance, or wanted additional information. See, e.g., Policyholder Packet, Docket Entry No. 530-12, at 1, 2, 57, Docket Entry No. 530-13, at 31. Prospective voters took advantage of this telephone hotline: MetLife received over 2.5 million phone calls from policyholders with questions about the demutualization, from the time of the mailing until after the initial public offering. To handle those calls, MetLife had a voice response unit that will [sic] allow policyholders to get answers to the frequently asked questions at any time. In addition, MetLife had 500 customer service representatives available to answer further questions. * :!: * As of April 11, 2000, the call centers had received 2,513,183 calls (including 66,183 calls in Canada). 41.9% of these inquiries were satisfied through the voice response unit. Apr. 4, 2008 Aff. of Jared Stamell, Ex. 2 at 29, Docket Entry No. 360-13 (“MetLife Overview: Corporate Information,” attached to Apr. 24, 2000 email from Cristina Amodeo to Christina Y. Tso) (emphasis in original). MetLife prepared scripts to be used at call centers, with answers to expected queries. See Oct. 14, 2009 Defs.’ Letter to the court, Docket Entry No. 499 (attaching scripts). The prepared responses directed callers to the New York insurance law, and emphasized that the demutualization could not become effective without approval by the Superintendent. See id. The Superintendent and his advisors reviewed and commented on drafts of the telephone scripts before they were used. See id. C. Superintendent’s Investigation and Approval 1. Appointment and Reliance on Advisors Four outside advisors were appointed by the Superintendent to assist in the review of MetLife’s proposed demutualization: legal consultant Fried, Frank, Harris, Shriver & Jacobson LLP; financial consultant The Blackstone Group L.P.; actuarial consultant Milliman & Robertson, Inc., and accounting consultant Ernst & Young LLP. See Sup. Opinion ¶ 16; N.Y. Ins. L. § 7312(h) (authorizing appointment of outside consultants). With the help of these advisors, the Superintendent posed searching questions to, and requested detailed information from, MetLife about the substantive details of the transaction. Actuarial and other documentation was requested to facilitate analysis. See, e.g., July 6, 1999 Letter from N.Y. Ins. Dep’t to MetLife, Docket Entry No. 431-5 (requesting actuarial information on behalf of consultant and stating that “[t]he department will not be in a position formally or informally to approve any aspect of the proposed transaction which is dependent upon matters which the department and its advisors have not had an adequate time to review, including any necessary revisions”); Jan. 12, 1999 Letter from MetLife to N.Y. Ins. Dep’t and its Consultants, Docket Entry No. 531^4 (containing responses to information request from the Department). The Superintendent and appointed consultants reviewed and relied upon information MetLife provided voluntarily as well as in response to the Insurance Department’s specific requests. See Sup. Opinion ¶¶ 17, 127, 131. 2. Public Hearing On January 24, 2000, the Superintendent held a public hearing, at which policyholders and members of the public were invited to speak on the proposed demutualization. He put critical questions to MetLife management and directed them to answer inquiries from policyholders and the public. See Jan. 24, 2000 Metropolitan Life Demutualization Transcript of Proceedings, Docket Entry No. 499-4 (“Public Hr’g Tr.”), available at http://www.ins. state.ny.us/life/demut/met_trans.pdf (last accessed Jan. 25, 2010). Approximately 150 people attended the hearing. Sup. Opinion ¶ 25. It lasted for some three hours. Id. ¶ 26. The Superintendent was present, accompanied by five officials from the Insurance Department. See Public Hr’g Tr. at 2:4-13. A video of the hearing was posted on the Insurance Department’s website. See id. at 114:16; Press Release, N.Y. Dep’t Ins., “Department Makes Video of Public Hearing Available on Web Site for First Time: Consumers Can Access Video and Audio of MetLife’s Demutualization Hearing” (Jan. 27, 2000), available at http://www.ins.state. ny.us/press/2000/p0001272.htm (last accessed Jan. 25, 2010). Anyone who registered to pose a question was provided with ten minutes to make an oral statement. Public Hr’g Tr. at 5:5-10. Twenty members of the public registered with the Insurance Department as speakers, and nine actually presented statements. See Sup. Opinion ¶ 26; see also Public Hr’g Tr. at 52:18-113:22 (statements of Richard Norton, Ralph Kabrinik, V.J. Shah, Lance Gad, Paul Benton Weeks III, Tom Tierney, Anita Kartalopoulos, Phillip Bieluch, and Thomas Welling). Each of these speakers criticized the Plan and its various components, including the methods used to calculate policyholder compensation and the adequacy of the Policyholder Packet. See e.g., id. at 52:18-58:11 (statement of Richard Norton) (policyholder criticizing, among other things, valuation of “right to vote”); Id. at 62:14-65:4 (statement of V.J. Shah) (policyholder criticizing lack of subscription rights); id. at 65:7-70:19 (statement of Lance Gad) (policyholder and self-described expert, criticizing methods of allocation as unfair and inequitable); id. at 70:20-80:12 (statement of Paul Benton Weeks III) (attorney representing policyholders criticizing adequacy of disclosures); id. at 80:13-92:25 (statement of Tom Tierney) (actuary criticizing, on behalf of policyholders, adequacy of closed block and compensation to each policyholder); id. at 99:19-109:16 (statement of Phillip Bieluch) (actuary criticizing efficacy of closed block and adequacy of disclosures); id. at 109:21-113:22 (statement of Thomas Welling) (chartered underwriter and financial consultant criticizing 10-share fixed minimum allocation of compensation). Robert Benmosche, MetLife’s then Chief Executive Officer and Chairman of the Board, reiterated at the hearing the favorable conclusion in his letter included in the Policyholder Packet: Based on our extensive analysis and consultation with independent financial, actuarial, legal and other advisors .... [and] based on careful consideration of various elements of the plan over the preceding months, our board of directors unanimously adopted our demutualization plan. Our directors concluded, among other things, that the plan is in the best interests of MetLife and our policyholders, and that it is fair and equitable to our policyholders. Id. at 10:21-11:1; cf. Policyholder Packet at 1, Docket Entry No. 530-12 (cover letter from Chairman Robert Benmosche) (“The Board of Directors has determined that the reorganization is in the best interests of MetLife and its policyholders, and has found the demutualization plan to be fair and equitable to policyholders.”). MetLife Chief Financial Officer Stuart Nagler discussed the Trust, the closed block, and the method of calculating and allocating policyholder compensation. See Public Hr’g Tr. at 14:2-23:4. MetLife General Counsel Gary Beller “reviewed how MetLife’s demutualization plan and related actions taken by MetLife will have satisfied each and every requirement of New York Insurance Law.” Id. at 23:14-23:18. Beller emphasized that the Superintendent had reviewed and approved the Policyholder Packet, id. at 26:22-27:1, and that the Plan would not be effective without ultimate approval from the Superintendent, id. at 30:2-30:14. A representative of MetLife’s financial advisors, Goldman Sachs & Company and Credit Suisse First Bank Boston, reiterated the essence of their fairness opinions, that “the exchange of the aggregate policyholders’ membership interests in MetLife for shares of holding company stock, cash or policy credits in accordance with the plan is fair from a financial point of view to [eligible] policyholders.” Id. at 39:16-40:4. The financial advisors stated that they expected to coordinate the IPO with the Superintendent, who would be given an opportunity to monitor that component of the transaction. Id. at 38:18-28. MetLife’s actuarial advisor, Kenneth Beck, a principal of PricewaterhouseCoopers (“PWC”), reiterated the content of PWC’s fairness opinion, that “the plan for allocating compensation to eligible policyholders is fair and equitable,” and that “the plan makes appropriate provisions with regard to the objective funding and operations for the closed block, as well as providing a vehicle to make appropriate adjustments to further policy dividends if the underlying experience changes.” Id. at 45:19-46:1. The Superintendent directed MetLife to answer five questions, regarding, among other things, the Plan’s absence of subscription rights, the anticipated timing of the IPO, and the efforts MetLife was making to find policyholders for whom MetLife had no address. Id. at 46:10-5:24. Statements made at the public hearing were submitted to the Insurance Department and became part of the written record of the proceedings. Sup. Opinion ¶¶ 26, 28. 3. Written Submissions The record of the public hearing remained open until February 14, 2000 so that the Superintendent could obtain additional written comments, questions, or statements about MetLife’s demutualization plan from policyholders and others. Id.; Public Hr’g Tr. at 115:25-116:2. A total of 165 letters were received by the Department. Sup. Opinion ¶ 28. Many of the letters criticized policyholder compensation and the adequacy of materials mailed in solicitation of their votes. See Oct. 13, 2009 Defs.’ Letter to the court, Docket Entry No. 512 (attaching written objections submitted by MetLife policyholders to the Superintendent). The written submissions and responses became part of the public record of the Insurance Department’s hearing. See Sup. Opinion ¶ 28. They were reviewed by the Superintendent and his advisors during their investigation of MetLife’s proposed demutualization. See id. 4. Opinion and Decision On April 4, 2000, the Superintendent issued his Opinion and Decision approving MetLife’s demutualization. The Superintendent’s Opinion contains conclusions with respect to the fairness and equity of the demutualization and the adequacy of the disclosure materials sent to policyholders, see generally Sup. Opinion ¶¶ 198-238 (section titled “Conclusions and Decision”), including the following: 1) “The reorganization of MetLife from a mutual insurer to stock company form, as set forth in the Plan, is in the best interests of MetLife and its policyholders, in compliance with Section 7312(c)(2).” Id. ¶ 200. 2) “The provisions of the Plan are fair and equitable to the policyholders of MetLife, in compliance with Section 7312(c)(3).” Id. ¶ 201. 3) “The Policyholders’ Membership Interests will be exchanged for an aggregate amount of consideration that is fair and equitable to the policyholders of MetLife and meets the requirements of Section 7312, in compliance with Section 7312(d)(4)(A).” Id. ¶ 204. 4) “The consideration to be given to the policyholders of MetLife will be allocated among such policyholders in a manner which is fair and equitable in compliance with Section 7312(d)(4)(B).” Id. ¶ 205. 5) “The provisions of the Plan are fair and equitable to the policyholders of MetLife, taking into account the legitimate economic interests of participating policyholders as delineated in Section 7312, in compliance with Section 7312(d)(4)(D).” Id. ¶ 207. 6) “The policyholder notices and accompanying documents, including the Policyholder Information Booklets, Parts One and Two, contained sufficient information about the proposed reorganization to enable Eligible Policyholders to make an informed decision regarding the Plan, and, for that reason, were approved by the Superintendent pursuant to Section 7312(i), (k)(l).” Id. ¶ 216. The sixth point, on the adequacy of the information supplied to prospective voters, is critical in rebutting any contention that notice was insufficient, unfair, or fraudulent. Other sections of the Superintendent’s Opinion provide the facts and the law supporting the Superintendent’s conclusions. The first three sections summarize applicable provisions of the New York Insurance Law and provide an overview of the process of MetLife’s demutualization. Id. at ¶¶ 1-14 (“I. Legislative Background and Statutory Requirements”), ¶¶ 15-30 (“II. Procedural History”), ¶¶ 31-42 (“HI. Plan of Reorganization”). The Superintendent’s detailed findings and analysis with respect to specific components of MetLife’s Plan are included in the following sections. See id. at ¶¶ 43-71 (“IV. The Trust”), ¶¶ 72-79 (“V. Purchase and Sale Program”), ¶¶ 80-112 (“VI. The IPO, Private Placements, and the Other Capital Raising Transaction”), ¶¶ 113 -141 (“VII. Eligibility and Policyholder Consideration”), ¶¶ 142-161 (“VIII. The Closed Block”), ¶¶ 162-176 (“IX. Restrictions on Acquisition of Securities by MetLife Personnel”), ¶¶ 177-181 (“X. Future Operations and Solvency”), ¶¶ 182-188 (“XI. Corporate Governance”), ¶¶ 189-191 (“XII. Tax Matters”), ¶ 192 (“XIII. Department of Labor Exemption”), ¶¶ 193-194 (“XIV. Securities Law Matters”), ¶ 195 (“XV. Expenses”), ¶¶ 196-197 (“XVI. Notice of Pendency”). Throughout, the Superintendent’s Opinion describes the careful steps the Superintendent took to investigate and determine whether to approve the Plan, including a description of the public hearing and the appointment of advisors to aid in the investigation. See id. ¶¶ 15-17, 21. Described were the facts and materials the Superintendent relied on in rendering his Opinion, including: • The oral and written comments and objections on the demutualization submitted to the Insurance Department by policyholders and members of the public. See, e.g., id. ¶¶ 34, 37, 50, 54, 66, 84, 86, 106, 125, 128, 145, 153, 188, 237. • The opinions of actuaries and other consultants. See, e.g., id. ¶¶ 15-17, 42, 83, 126, 127, 129, 131, 144, 160, 161, 194. • The compensation given to policyholders and the allocation of that compensation among those policyholders, see, e.g., id. ¶¶ 119-131, 205, including the fixed share component and the actuarial formula used to calculate the variable component, see id. ¶¶ 122-124, 126-128. • The structure and funding of the closed bock. See id. ¶¶ 142-161. • The information on the demutualization that was disclosed to policyholders. See e.g., id. ¶¶ 66, 216, 238. D. Demutualization Procedure The Plan was approved by 93% of the approximately 2.7 million policyholders who voted. Parties’ Stip. ¶ 23; Sup. Opinion ¶ 27. The Superintendent also approved the Plan, after exhaustive review and a public hearing as required by New York law, see Sup. Opinion ¶¶ 16-17, 25-26, as being “in the best interest of Met-Life and its policyholders,” “fair and equitable to the policyholders,” “not detrimental to the public,” not hazardous to MetLife’s solvency, and otherwise in compliance with applicable law. Id. ¶¶200, 201, 238. Demutualization became effective on April 7, 2000. Parties’ Stip. ¶ 3. As a result of the conversion from mutual to stock form, policyholders’ “membership interests” were extinguished. See N.Y. Ins. Law §§ 7312(d)(4)(A), (m), (r); Plan §§ 3.1(c), 5.2(d)(iii). The term “membership interests” is defined by New York statute and the Plan to mean policyholders’ rights as members of the mutual company by law or by the company’s charter, and any right to vote conferred by their policies. N.Y. Ins. Law § 7312(a)(3); Plan, Art. II (defining “Policyholders’ Membership Interests”). Membership interests do not include any rights expressly conferred by the insurance policies, other than the right to vote. Id. The demutualization did not change policyholders’ premiums, benefits or eligibility for policy dividends. Sup. Opinion ¶ 154; see N.Y. Ins. Law § 7312(r) (“[T]he rights of all policyholders ... shall be as specified in their policies or contracts ... except for the elimination of the right to vote[.]”); id. § 7312(m) (“[T]he reorganized insurer shall be deemed a continuation of the corporate existence of the mutual life insurer.... [The reorganized insurer] shall be deemed to have assumed all of the obligations and liabilities of the mutual life insurer ... other than obligations and liabilities with respect to the policyholders’ membership interest eliminated by the plan of reorganization.”). Membership interests include the right to vote for company directors and a contingent interest in a possible distribution of surplus in the event of a solvent liquidation. Plan, Art. II (defining “Policyholders’ Membership Interests”). Membership interests did not include eligibility for policy dividends, which is a contractual right that persists after demutualization. Id. (“The term ‘Policyholders’ Membership Interests’ does not include rights expressly conferred upon the policyholders by their policies or contracts ... such as the right to any declared policy dividends.”); see also id. § 3.1(b). Under New York law and the Plan, policyholders whose policies were in force on the September 28, 1999 adoption date of the Plan (called “Eligible Policyholders” in the Plan) were entitled to receive consideration in exchange for their membership interests. See N.Y. Ins. Law § 7312(e)(3); Plan, Art. II (defining “Eligible Policyholder”), §§ 3.1(c), 5.2(d)(iii). Following the precedent established by prior demutualizations, MetLife’s Plan allocated to the eligible policyholders 100% of the stock of the company prior to the sale of additional shares in the IPO. See Sup. Opinion ¶¶ 15, 39; Plan § 3.1. A minority of the policyholders elected to receive cash at the IPO price in lieu of stock, and an even smaller minority were required for tax or regulatory reasons to receive cash or credits to them policies, determined at the IPO price of $14.25 per share. See Parties’ Stip. ¶¶ 27, 39, 43^4; Plan § 7.3(a)-(d). The majority of Eligible Policyholders received shares of stock in MetLife’s new holding company, MetLife, Inc., held in a trust for their benefit. Parties’ Stip. ¶ 43; see Plan § 7.3. The trust was designed to minimize the administrative costs associated with having millions of shareholders. Sup. Opinion ¶¶ 43-44. Beginning shortly after the demutualization and continuing to the present day, these policyholders were able to sell their shares, subject to certain restrictions, from the trust at the market price free of commissions. Parties’ Stip. ¶ 70; Sup. Opinion ¶ 51. One year after the demutualization, policyholders could elect to withdraw their shares from the trust and hold the shares directly (for example, through their own broker) like any other shareholder, or could leave the shares in the trust so that they could take advantage of the commission-free sale program in the future. Parties’ Stip. ¶ 72; Sup. Opinion ¶ 51. MetLife, Inc.’s stock price rose to $70 per share in 2007, and is now trading at approximately $34 per share. MetLife, Inc. has paid cash dividends on the stock every year. These cash dividends are in addition to the policy dividends that Met-Life continues to pay to class members who have retained their insurance policies. MetLife contends that those who sold their stock when it was trading at a lower price, or who took cash or policy credits in lieu of their allocated shares at the IPO price of $14.25 per share, benefited from the transaction, because they received tangible value in exchange for their illiquid membership interests. See Plan, Art. I (“Purpose of Reorganization”). The Plan’s method of allocating shares among policyholders followed established precedent. Every eligible policyholder received a “fixed component,” consisting of an allocation of 10 shares, which accounted for about 16% of the total consideration. See Sup. Opinion ¶ 122; Plan § 7.1(b)(i). The remaining 84% was allocated under the Plan according to an actuarial formula, in proportion to each participating policy’s actuarial contribution to surplus. See Sup. Opinion ¶ 124; Plan §§ 7.1(b)(ii), 7.2(a)(i). “Actuarial contribution to surplus” is an estimate of the policy’s past contributions and the projected present value of future contributions to MetLife’s surplus. Parties’ Stip. ¶¶ 54, 57. As defined in the Plan, a “participating” policy is one that either (i) contains an express provision for policy dividends or (ii) does not expressly state that it is nonparticipating. Plan, Art. II (defining “Participating Policy”). Policyholders who held only nonparticipating policies, or whose participating policies had zero or negative estimated actuarial contribution to surplus, received only the fixed component of ten shares and no variable component. Sup. Opinion ¶¶ 123-24. In accordance with section 7312(d), Met-Life’s Plan established a dividend-protection mechanism known as a “closed block.” Plan §§ 3.1(a), 8.1 (“Establishment of the Closed Block”). A closed block is an accounting mechanism designed to protect reasonable policyholder dividend expectations by “provid[ing] for continuation of current payable dividend scales, if the experience underlying such scales continues and for appropriate adjustments in such scales if the experience changes.” N.Y. Ins. Law § 7312(d)(5)(B); see Sup. Opinion ¶¶ 142-144; Plan § 8.1(a). The closed block includes, substantially, the individual policies that had dividends payable at the time of the demutualization. See Plan, Art. II (defining “Closed Block Business”). Assets are allocated to the closed block that have been determined to be sufficient to pay benefits and to continue the current dividend scale, assuming that the experience underlying that dividend scale remains the same. See Sup. Opinion ¶ 142; Plan § 8.1(a). Assets allocated to the closed block can only be used for the benefits, dividends, and certain expenses of the policyholders covered by the closed block; these assets do not revert to the benefit of MetLife stockholders. See Plan § 8.2(g). E. Related Lawsuits Out of a number of suits filed in the wake of MetLife’s demutualization, it appears that only the instant action and the Fiala state action remain pending. A purported derivative action was filed shortly before the parties reached the proposed settlement in this case and the Fiala case. See Waldman v. Benmosche, Index No. 650643/2009 (N.Y. Sup.Ct., filed Aug. 26, 2009). The instant action was filed on April 18, 2000. Compl., Docket Entry No. 1. Plaintiffs allege: incomplete disclosure of the basis for determining the fixed 10-share allocation to policyholders; misrepresentation or incomplete disclosure about the effect of the closed block on policyholder dividends; misrepresentation of the reasons for choosing statutory method four for demutualization, see N.Y. Ins. Law § 7312(d)(4); and incomplete disclosure of the role and amount of actuarial contribution to surplus. See generally Second Consolidated Am. Compl., Docket Entry No. 120 (“Am. Compl.”). Additional claims about the policyholder trust were deleted by amendment. See Oct. 7, 2009 Stip. and Order Amending the Compl., Docket Entry No. 491. In 2003 the New York Supreme Court dismissed in their entirety claims against MetLife in Fiala and Shah, another case that was subsequently consolidated into Fiala. See Shah v. Metro. Life Ins. Co., 2003 N.Y. Slip Op. 50591(U), 2003 WL 728869 (N.Y.Sup.Ct. Feb. 21, 2003), modified sub nom. Fiala v. Metro. Life Ins. Co., 6 A.D.3d 320, 776 N.Y.S.2d 29 (N.Y.App.Div.2004). On appeal, the Appellate Division reinstated two claims: a claim under Insurance Law section 7312 based on the alleged allocation of excessive shares to a large policyholder, and a common-law fraud claim based on nondisclosure of an alleged plan to buy back stock after the IPO. Fiala, 6 A.D.3d at 321-23, 776 N.Y.S.2d 29. After remand, the Fiala plaintiffs recast their claim for failure to disclose the alleged share buyback plan as a section 7312 claim. See Revised Third Consolidated Am. Compl. ¶¶ 65-68, Fiala v. Metro. Life Ins. Co., Index No. 601181/00 (N.Y.Sup.Ct., Dec. 22, 2005) (Ex. G to Dec. 28, 2009 Aff. and Decl. of Carl Miearelli in Supp. of Approval of Stip. of Settlement and in Response to Objections, Docket Entry No. 578-5 (“Miearelli Aff.”)). The “excessive allocation” claim was later discontinued for lack of evidence, see Stip. and Withdrawal of Certain Claims, Fiala v. Metro. Life Ins. Co., Index No. 601181/00 (N.Y.Sup.Ct., Feb. 22, 2008) (Ex. H to Miearelli Aff.), leaving only the “buyback” claims. MetLife filed a motion for summary judgment as to those remaining claims, which was pending at the time the parties settled. Dec. 28, 2009 Aff. and Decl. of Kevin S. Finnegan in Supp. of Approval of the Stip. of Settlement ¶ 11, Docket Entry No. 578-1 (“Finnegan Aff.”). F. Class Certification and Notice In the instant action a class was certified as to all claims. The class consists of all persons who were participating Metropolitan Life Insurance Co. (“MetLife Co.”) policyholders on or about September 28, 1999, for whom MetLife Co. calculated a positive actuarial equity share ... and whose rights as participating policyholders were exchanged for shares of stock in MetLife Co., pursuant to defendants’ plan of demutualization ..., excluding defendants, their officers, directors, subsidiaries and affiliates[.] July 19, 2005 Mem. and Order 4, Docket Entry No. 181 (In re MetLife Demut. Litig., 229 F.R.D. 369, 372 (E.D.N.Y.2005)). The trial court interpreted the class as including those who received cash or policy credits in addition to those who received stock. See August 29, 2006 Mem. and Order, Docket Entry No. 254 (In re MetLife Demut. Litig., No. 00-CV-2258, 2006 WL 2524196, 2006 U.S. Dist. LEXIS 97633 (E.D.N.Y. Aug. 29, 2006)). In effect, the class consists of all policyholders who received more than 10 shares of stock, or more than $142.50 in cash or policy credits, in the demutualization (except those who opted out and certain persons associated with defendants). Pursuant to the court’s August 2, 2008 Order, Docket Entry No. 358, individual notice was mailed to approximately 6.7 million members of the class with known addresses that could be obtained through reasonable efforts, in addition to publication notice and the establishment of a toll-free number and a dedicated website. See Oct. 20, 2009 Decl. of Eric H. Newman Regarding Distribution of Notice of Pendency, Docket Entry No. 503; Oct. 16, 2009 Decl. of Daniel R. Burke, Docket Entry No. 503-1 (describing work done by Gilardi & Co. LLC to distribute notice of pendency to the class). MetLife has represented that it understands that nearly 13.000 class members submitted timely exclusions. See MetLife’s Dec. 28, 2009 Mem. of Law in Supp. of Approval of the Settlement and in Response to Objections at 10, Docket Entry No. 578 (“MetLife Mem.”). In the Fiala state action, a class was certified as to the section 7312 cause of action only and denied as to the common-law fraud cause of action. See Fiala v. Metro. Life Ins. Co., Index No. 601181/1812, 2006 WL 6190175 (N.Y.Sup.Ct. May 2, 2006), aff'd as modified, 52 A.D.3d 251, 859 N.Y.S.2d 426 (N.Y.App.Div.2008) (removing plaintiff Smilow as a class representative). The class in Fiala consists of [a]ll Eligible Policyholders of MetLife, who owned and had in force, as of September 28, 1999, life insurance policies, annuity contracts, or accident and health insurance policies issued by MetLife, or other certificates of interest identified in the Plan. The Class will exclude therefrom the defendants, their officers, directors, subsidiaries, affiliates and legal representatives, and those who request exclusion from the Class within a specified time after notice to be set forth in a further order of this Court. Order, Fiala v. Metro. Life Ins. Co., Index No. 601181/00 (N.Y.Sup.Ct. Mar. 12, 2008) (Ex. K to Micarelli Aff.). The New York Supreme Court, after considering the substantial expense of individually notifying the class members of the Fiala suit, ordered notice by publication in the Wall Street Journal and the New York Post once per week for three weeks, and notice by mail to a random sample of 500.000 class members. See Fiala v. Met ro. Life Ins. Co., Index No. 601181/2000, 2007 N.Y. Slip Op. 51797(U), 17 Misc.3d 1102(A), 2007 WL 2772230, at *2-3 (N.Y.Sup.Ct. Aug. 28, 2007). Notice was gi