Full opinion text
PLURALITY OPINION SHARON McCALLY, Justice. Appellees Jeffrey Goldstein and Theodore Steinberg (collectively “plaintiffs”) each initiated a shareholder derivative suit on behalf of nominal defendant Isramco, Inc. against appellees Jackob Maimón, Max Pridgeon, Michelle R. Cinnamon-Flores, and Haim Tsuff (collectively “individual defendants”), as well as Goodrich Global Ltd. Following consolidation of the two cases and two years of informal discovery, the plaintiffs and defendants negotiated a settlement that the trial court preliminarily approved. Appellant Yuval Lapiner received a notice of the proposed settlement and filed an objection as well as a petition in intervention. Following a hearing, the trial court struck Lapiner’s petition in intervention and denied his objection. The court also signed a final judgment approving the settlement, and it later denied Lapiner’s motion for attorney’s fees and expenses. Lapiner appeals, contending the trial court abused its discretion when it approved the settlement and denied his motion for fees and expenses. Appellees moved to dismiss, arguing that Lapiner lacks the requisite standing to appeal. We grant the motion, and dismiss. BACKGROUND A. Plaintiffs file their shareholder derivative suits, alleging breaches of fiduciary duty. Plaintiffs filed their separate shareholder derivative lawsuits on behalf of Isramco in June 2009. Both suits alleged that the individual defendants had violated their fiduciary duties as members of Isramco’s board of directors when they voted to approve a consulting agreement with Goodrich. Plaintiffs alleged the consulting agreement benefited Tsuff, Isramco’s chief executive officer, chairman of the board, and controlling shareholder. The two lawsuits were eventually consolidated in the 55th District Court of Harris County. In April 2010, Yuval Ran filed a shareholder derivative lawsuit on behalf of Is-ramco. While Ran’s lawsuit alleged claims similar to those initially raised by plaintiffs, he also alleged additional claims and named additional defendants. Ran’s lawsuit was eventually transferred to the 55th District Court and consolidated with plaintiffs’ lawsuits. B. Lapiner files a Delaware derivative suit that is dismissed in favor of the Texas action. In July 2010, Lapiner filed a shareholder derivative action in Delaware, making many of the same claims involved in plaintiffs’ ongoing Texas derivative lawsuit. In October 2010, the Delaware court dismissed Lapiner’s action in deference to the previously filed Texas action. Approximately one month later, Lapiner served a demand for investigation of his claims on Isramco’s board of directors. In response to the demand, Isramco formed a Special Committee of the Board comprised of its independent directors. The Special Committee then investigated Lapiner’s complaints. At the conclusion of the investigation, the Special Committee notified Lapiner that it had determined: (a) Lapi-ner’s claims were identical to the claims pending in the Texas litigation; (b) the parties to the Texas litigation had reached a tentative settlement of the claims asserted in that litigation; (c) Lapiner’s claims had been thoroughly investigated both by Isramco and lead counsel for plaintiffs in the Texas litigation, and therefore no further investigation was necessary; and (d) any further investigation into Lapiner’s claims would not be in the best interest of Isramco or its shareholders. Lapiner continued his efforts to negotiate a settlement with Isramco, but Isramco refused and referred him to the Texas plaintiffs’ lead counsel. C.The parties settle the Texas derivative suit. Ultimately, in April 2011, the parties to the Texas suit memorialized their settlement agreement in a Memorandum of Understanding. The parties then executed a Stipulation of Settlement setting forth the settlement terms in August 2011. Soon after the parties executed the Stipulation of Settlement, plaintiffs filed a motion seeking the trial court’s preliminary approval of the proposed derivative suit settlement. The trial court preliminarily approved the proposed settlement subject to further consideration at a final settlement hearing. In its order, the trial court set a deadline and established procedures for objecting to the Stipulation of Settlement. Finally, the trial court ordered Is-ramco to file a notice of the proposed settlement with the Securities and Exchange Commission and to publish the notice in Investor’s Business Daily. D. Lapiner objects to the settlement, attempts to intervene, and participates in the final hearing. On the last day permitted for filing objections to the proposed settlement, Lapi-ner filed a petition in intervention and an objection to the proposed settlement of the derivative lawsuit. Lapiner primarily objected that the settlement was not fair, reasonable, or adequate because there was evidence to support allegations that Isram-co had suffered “hundreds of millions of dollars” worth of damages as a result of the sale of its participation units in Isram-co Negev. Lapiner contended that the settlement recovered none of these alleged damages for Isramco, but instead cost Is-ramco $1 million in attorney’s fees and costs. Subsequently, Lapiner filed a supplemental objection to the settlement and attached a “Summary Report of Legal Compliance Deficiencies in Isramco, Inc. (ISRL) and Affiliates” prepared by Dennis Holifield, a former general counsel of Is-ramco. Holifield’s allegations differed from those tentatively settled in plaintiffs’ derivative lawsuit. Nonetheless, lead counsel for plaintiffs, whom Holifield had also contacted with his allegations, moved to continue the final hearing on the proposed settlement to allow her to depose Holifield and, if necessary, conduct any other discovery necessary to explore Holi-field’s allegations. The trial court granted the motion and ordered the deposition of Holifield. Holifield’s deposition took place in camera under the direct supervision of the trial judge. Following Holifield’s deposition, lead counsel for plaintiffs reset the hearing on the final approval of the settlement. Plaintiffs, Isramco, and defendants collectively moved to strike Lapiner’s petition in intervention on numerous grounds, including that Lapiner had no justiciable interest in the pending derivative lawsuit because he did not own Isramco stock at the time of the acts complained of in the amended consolidated petition. Lapiner responded to the motion to strike and, as part of his response, submitted confidential materials for in camera review by the trial court. Plaintiffs and defendants filed responses to Lapiner’s objection and also submitted confidential materials for in camera review. Following Holifield’s deposition, plaintiffs, Isramco, and defendants entered into an Addendum to Stipulation of Settlement. This addendum supplemented the definition of “Released Claims” found in the Stipulation of Settlement by excluding “any claim based on allegations contained in the document titled ‘Summary Report of Legal/Compliance Deficiencies in Isramco, Inc. (ISRL) and Affiliates,’ authored and submitted by Dennis Holifield to the U.S. Securities and Exchange Commission on or about September 22, 2011 and not otherwise expressly adjudicated in this case.” In December 2011, the trial court conducted an oral hearing on the pending derivative suit settlement. The trial court first considered the motions to strike Lapi-ner’s intervention and granted that motion. The trial court then turned its attention to the proposed settlement, which it approved as fair, reasonable, and adequate. The trial court signed a “Final Order and Judgment” approving the settlement on December 12, 2011. E. Lapiner requests attorney’s fees, files a motion for new trial, and then appeals. Ten days after the trial court signed the final judgment approving the settlement, Lapiner filed a motion seeking attorney’s fees and expenses. According to Lapiner, the filing of his objection to the settlement had “conferred a substantial benefit to Is-ramco.” The trial court signed an order denying Lapiner’s request for attorney’s fees and expenses on January 11, 2012. Lapiner filed a motion for new trial the same day his fee request was denied, and that motion was overruled by operation of law. Lapiner then filed his notice of appeal on February 12, 2012. Motions to Dismiss Before we address the issues Lapi-ner raises in his appeal, we must consider the motions to dismiss filed by both sets of appellees that challenge our jurisdiction. First, all appellees argue we must dismiss Lapiner’s appeal because he did not timely file his notice of appeal. Specifically, they argue Lapiner could not extend the time for filing his notice of appeal by filing a motion for new trial because he was a nonparty; as such, his notice of appeal filed more than thirty days following the final judgment was untimely. Second, the defendants seek dismissal of Lapiner’s appeal on the further basis that because La-piner did not own Isramco stock at the time of the events at issue in the derivative lawsuit, he did not have standing to initiate a shareholder derivative action and, therefore, does not have standing to appeal the trial court’s approval of the derivative suit settlement. We begin the analysis with the timeliness of Lapiner’s appeal. It is undisputed that the trial court entered judgment in this cause on December 12, 2011. It is further undisputed that Lapiner filed his notice of appeal of this action on February 12, 2012, more than thirty days after the trial court entered judgment. Under the general rule, Lapiner’s notice of appeal was due thirty days after the judgment. See Tex.R.App. P. 26.1 (“The notice of appeal must be filed within 30 days after the judgment is signed, except as follows Rule 26.1 extends the time to appeal to ninety days if “any party” timely files a motion for new trial, a motion to modify the judgment, a motion to reinstate, or a request for finding of fact or conclusions of law. See Tex.R.App. P. 26.1. Appellees do not dispute that Lapiner filed a motion for new trial on January 11, 2012. Rather, they urge that Lapiner’s January 11 motion for new trial was ineffective to extend the appellate timetable because he was not a party below. It is a general rule in Texas that only named parties may appeal the trial court’s judgment. City of San Benito v. Rio Grande Valley Gas Co., 109 S.W.3d 750, 754 (Tex.2003); see Tex.R.App. P. 25.1 (“The filing of a notice of appeal by any party invokes the appellate court’s jurisdiction over all parties to the trial court’s judgment or order appealed from.”). La-piner is a nonparty. Lapiner filed a petition in intervention in the action. Defendants moved to strike the intervention. The trial court granted defendants’ motion and struck Lapiner’s intervention. Lapi-ner does not appeal the trial court’s order striking his intervention. Therefore, Lapi-ner is not an intervenor and not a named party in this Texas derivative action. See, e.g., Johnston v. Crook, 93 S.W.3d 263, 268 (Tex.App.-Houston [14th Dist.] 2002, pet. denied) (“[A]n intervenor is a party for purposes of appeal only if (1) she timely files a pleading, and (2) the trial court does not strike the pleading before the entry of a final judgment.”). And where, as here, a nonparty has the right to appeal a decision of the trial court granting a motion to strike, such nonparty nonetheless cannot extend the appellate timetable by assailing the final judgment with a motion for new trial. Cf., e.g., Cent. Mut. Ins. Co. v. Dunker, 799 S.W.2d 334, 336 (Tex.App.Houston [14th Dist.] 1990, writ denied) (holding that, because appellant did not become a party by intervention before judgment was rendered, appellant may not extend the time to appeal by filing a motion for new trial); State & Cnty. Mut. Fire Ins. Co. v. Kelly, 915 S.W.2d 224, 227 (Tex.App.-Austin 1996, no pet.) (holding that a nonparty’s motion for new trial and petition for intervention filed after the trial court signed a final judgment did not extend the court’s plenary jurisdiction). However, Texas recognizes that one may be a “deemed party” under the doctrine of virtual representation. City of San Benito, 109 S.W.3d at 754-55. To be a deemed party, (1) the appellant must be bound by the judgment; (2) its privity of estate, title, or interest must appear from the record; and (3) there must be an identity of interest between the appellant and a party to the judgment. Id. at 755 (citing Motor Vehicle Bd. of the Tex. Dep’t of Transp. v. El Paso Indep. Auto. Dealers Ass’n, 1 S.W.3d 108, 110 (Tex.1999)). Thus, under the doctrine of virtual representation, the Texas Supreme Court recognizes unnamed, objecting class members as deemed parties for purposes of appeal. Id. Lapiner does not cite, we do not find, and our dissenting colleague does not mention any case applying the “deemed party” analysis to Texas Rule of Appellate Procedure 26.1 for purposes of extending the appellate timetable. As such, without regard to whether Lapiner must intervene in order to have standing to appeal, the plain language of Rule 26.1 deprives Lapi-ner — a nonparty — of the right to extend the time for filing a notice of appeal. Nevertheless, under the unique facts of this case, we determine that even if the doctrine of virtual representation may be used to extend the Texas appellate timetable, Lapiner does not qualify as a deemed party under the doctrine. Under Texas law, Lapiner cannot satisfy any of the elements of the doctrine of virtual representation. Lapiner is not bound by the underlying judgment — Is-ramco is bound. The claims adjudicated in this shareholder derivative action are for injury to the corporation, as distinguished from injury to its shareholders. See Swank v. Cunningham, 258 S.W.3d 647, 661-62 (Tex.App.-Eastland 2008, pet. denied); see also Redmon v. Griffith, 202 S.W.3d 225, 233 (Tex.App.-Tyler 2006, pet. denied). Our analysis is not altered even though the shareholder derivative action judgment may “bring about reduced earnings, salaries, or bonuses.” See BJVSD Bird Family P’ship, L.P. v. Star Elec., L.L.C., 413 S.W.3d 780, 785-86 (Tex.App.-Houston [1st Dist.] 2013, no pet.) (holding that the appellant’s interest as a stakeholder in an entity did not satisfy the privity element of the virtual representation doctrine). Finally, there is no identity of interest between Lapiner and the plaintiffs. The plaintiffs are, as they must be to have standing, shareholders who owned stock in the corporation at the time of the transactions at issue. See Tex. Bus. Orgs.Code Ann. § 21.552 (providing that a shareholder “may not institute or maintain a derí-vate proceeding unless” the shareholder owned stock in the corporation at the time of the complained of acts or omissions). Lapiner, on the other hand, did not own stock at the time of the transactions and, therefore, could not have brought this lawsuit as a plaintiff. Because we determine that Lapiner did not timely file his notice of appeal, we sustain the first ground for dismissal. Because we sustain appellees first ground for dismissal, we need not address the second ground and determine whether Lapiner would have had standing, as an objector, to appeal the final judgment approving the shareholder derivative action. See Tex. R.App. P. 47.1. Conclusion Having sustained appellees’ first issue in their motion to dismiss, we dismiss this appeal. FROST, C.J., concurring. BUSBY, J., dissenting.
KEM THOMPSON FROST, Chief Justice, concurring. This court lacks jurisdiction for two independent reasons, either of which alone compels the dismissal of this appeal. The appellant, who was not a named party in the trial court below, attempts to appeal the trial court’s approval of a shareholder-derivative-action settlement and the denial of his request for payment of attorney’s fees and expenses. Because the appellant was not a shareholder of the corporation at the time of the transactions of which the derivative-action plaintiffs complain, the appellant lacked standing under Delaware law to object to the derivative-action settlement, and he lacks standing to appeal the trial court’s overruling of his objections and approval of the settlement. Though Delaware law applies to the issue of whether the appellant has standing to object to the settlement, Texas law applies to the issue of whether the appellees waived the appellant’s lack of standing by failing to preserve error in the trial court. Under Texas law, the appellees (or this court on its own motion) may raise the appellant’s lack of standing for the first time on appeal. Moreover, even if this court does not lack jurisdiction based upon the appellant’s lack of standing, this court lacks jurisdiction over appellant’s appeal because appellant is not a “party” who may appeal under Texas procedural rules. For both reasons, it is proper to dismiss for lack of appellate jurisdiction. Standing Analysis Appellees/plaintiffs Jeffrey Goldstein and Theodore Steinberg (collectively the “Plaintiffs”) each brought a shareholder derivative suit on behalf of appellee/nomi-nal defendant Isramco, Inc. against appel-lees/defendants Jackob Maimón, Max Prid-geon, Michelle R. Cinnamon-Flores, Haim Tsuff, and Goodrich Global, Ltd. (collectively the “Defendants”). In their pleadings, the Plaintiffs did not assert any individual claims on their own behalf, nor did they try to assert a class action or any claims on behalf of any Isramco shareholder. Thus, the Plaintiffs asserted only shareholder derivative claims on behalf of Isramco. No other Isramco shareholders were named as plaintiffs, nor did any other Is-ramco shareholders make an appearance as a plaintiff. Other than defendants who served as officers or directors of Isramco, no Isramco shareholders were named as defendants or served with process. After two years of discovery and a mediation, the Plaintiffs and the Defendants negotiated a Stipulation of Settlement (“Settlement Agreement”). The parties to the Settlement Agreement were the Plaintiffs, on their own behalf and derivatively on behalf of Isramco, the Defendants, and nominal defendant Isramco. No Isramco shareholders other than the Plaintiffs and the Defendants were parties to the Settlement Agreement. The Settlement Agreement provides that, upon the “Effective Date,” Isramco, the Plaintiffs, and each Isramco shareholder shall be deemed to have, and by operation of the trial court’s Final Order and Judgment, shall have, fully, finally, and forever released, relinquished and discharged certain claims, including various claims brought derivatively on behalf of Isramco as well as claims by each Isramco shareholder in his, her, or its individual capacity. The trial court preliminarily approved the Settlement Agreement, gave notice to all of the corporation’s current shareholders, and allowed them the opportunity to object to the proposed settlement. Appellant Yuval Lapiner received a notice of the proposed settlement and was the only shareholder who filed any objections to the settlement. Lapiner also filed a petition in intervention. Following a hearing, the trial court struck Lapiner’s petition in intervention and overruled his objections. The trial court then signed a Final Order and Judgment (hereinafter “Judgment”), finding that the terms of the Settlement Agreement were fair, reasonable, and adequate, and approving the Settlement Agreement in all respects. Consistent with the Settlement Agreement, the Judgment provides that upon the Effective Date, Isramco, the Plaintiffs, and each Isramco shareholder shall be deemed to have, and by operation of the Judgment, shall have, fully, finally, and forever released, relinquished and discharged certain claims, including various claims brought derivatively on behalf of Isramco as well as claims by each Isramco shareholder in his, her, or its individual capacity. The trial court later denied Lapiner’s motion for an order commanding Isramco to pay Lapiner more than $280,000 for his attorney’s fees and expenses. Lapiner now attempts to appeal, contending the trial court abused its discretion when it approved the settlement and denied his motion for attorney’s fees and expenses. The Plaintiffs and the Defendants have filed motions to dismiss Lapi-ner’s appeal for lack of appellate jurisdiction. Both assert that Lapiner failed to timely appeal because his motion for new trial did not extend the time period for perfecting appeal. The Defendants also argue Lapiner lacks standing to appeal because he lacked standing to object to the proposed settlement. Lack of Standing Under Delaware Law to Challenge the Derivative-Action Settlement In a derivative action brought on behalf of a Delaware corporation, Delaware law applies to substantive issues, and Texas law governs procedural matters and remedies. Thus, Delaware law applies to the determination of whether Lapiner had standing either to institute or maintain a derivative-action complaining of the transactions challenged by the Plaintiffs and the determination of whether he had standing to object to the derivative-action settlement. A basic principle of Delaware law is that the board of directors, rather than the shareholders, manage a corporation’s business and affairs. The decision to bring a lawsuit or to refrain from litigating a claim on behalf of a corporation is a decision concerning the management of the corporation. Consequently, such decisions are a part of the board of directors’s responsibility. Nevertheless, under certain circumstances, a shareholder may file a derivative action, seeking to redress an alleged harm to the corporation. The nature of the shareholder derivative action is two-fold. First, it is the equivalent of a suit by certain shareholders to compel the corporation to sue. Second, it is a suit by the corporation, asserted by certain shareholders on its behalf, against those allegedly liable to the corporation. In essence, a shareholder derivative action is a challenge to a board of directors’s managerial power. By its very nature, a derivative action impinges on the managerial freedom of the board of directors. In fact, the Supreme Court of the United States has noted that the shareholder derivative action “could, if unrestrained, undermine the basic principle of corporate governance that the decisions of a corporation — including the decision to initiate litigation— should be made by the board of directors or the majority of shareholders.” Therefore, Delaware law imposes certain prerequisites on a shareholder’s right to institute or maintain a derivative action on behalf of the corporation. One of these requirements is that, to institute or maintain a derivative action, a shareholder must have owned stock in the corporation at the time of the wrongdoing alleged in the derivative action. It is undisputed that Lapiner did not own any stock in Isrameo at the time of the alleged -wrongdoing of which the Plaintiffs complained in the derivative action; therefore, Lapiner lacked standing to assert the derivative claims that were settled in this case. La-piner was not a plaintiff or a defendant in this derivative action, and, he would not have had standing to initiate or maintain a derivative action against the Defendants based upon the allegedly actionable conduct asserted by the Plaintiffs. The Delaware Supreme Court also has held that a shareholder who owns stock in the corporation at the time of the proposed settlement of a derivative action, but who did not own any stock in the corporation at the time of the alleged wrongdoing made the basis of the derivative action, lacks standing to challenge or object to the settlement of derivative claims in which other shareholders complain of this alleged wrongdoing. Therefore, under Delaware law, Lapiner lacked standing to challenge or object to the proposed settlement of the Plaintiffs’ derivative claims, to seek attor-nejfs fees and expenses for this activity, and to appeal from the trial court’s judgment and order denying his request for attorney’s fees and expenses. No Waiver of Lack of Standing Under Texas Law Lapiner and the esteemed dissenting justice argue that, even if Lapiner lacked standing under Delaware law, the Plaintiffs and the Defendants waived Lapiner’s lack of standing by failing to preserve error in the trial court. Under Texas law as under Delaware law, for a shareholder to have standing to institute or maintain a derivative action, the shareholder must have owned stock in the corporation at the time of the wrongdoing alleged in the derivative action. Under Texas law, lack of standing in respect of a shareholder derivative action is a component of subject-matter jurisdiction, cannot be waived, may be raised for the first time on appeal, and may be addressed by a court on its own motion. When a court determines that there is a lack of standing in respect of a shareholder derivative action, the proper procedure under Texas law is to dismiss for lack of subject-matter jurisdiction. It may be presumed for the sake of argument that, under Delaware law, Lapi-ner’s lack of standing would be waived by a failure to preserve error in the trial court and that the Plaintiffs and the Defendants failed to preserve error in the trial court. Even under this presumption, there would be no waiver of Lapiner’s lack of standing and this court still should dismiss for lack of appellate jurisdiction because this issue is governed by Texas law rather than Delaware law. Notably, in this derivative action, Texas law governs remedies and procedural matters, such as preservation-of-error requirements. In the context of derivative claims that a party sought to bring on behalf of a Delaware corporation, the First Court of Appeals held that Texas law governed procedure and indicated that a party’s lack of standing to assert derivative claims would result in a lack of subject-matter jurisdiction. Lack of subject-matter jurisdiction is not waived by failure to preserve error in the trial court. Thus, even if, under Delaware law, preservation of error is required to avoid waiver of Lapiner’s lack of standing, the lack of preservation would not matter because Delaware law does not apply to this issue. Under Texas law, Lapi-ner’s lack of standing has not been waived and this court is following proper procedure by dismissing this appeal for lack of jurisdiction. Lapiner and the dissenting justice suggest that the trial court’s provision of notice to all current Isramco shareholders, including Lapiner, and the trial court’s consideration and rejection of Lapiner’s objections to the settlement conferred standing on Lapiner. Jurisdiction cannot be conferred in this manner. Any such holding would be contrary to the very nature of standing as a component of subject-matter jurisdiction. Neither the trial court’s notice to all current shareholders nor its consideration of any objections they timely filed could confer standing on shareholders who otherwise lacked it. Appellate Jurisdiction Analysis Based on Lack of “party” Status Under Texas Procedural Rules Even if Lapiner’s lack of standing did not deprive this court of appellate jurisdiction, there is an independent basis for dismissal of this appeal. Under Texas procedural law Lapiner is not a “party” who may appeal. In Devlin v. Scardelletti, the Supreme Court of the United States held that a nonnamed class member who was not allowed to intervene in a class-action lawsuit had standing to appeal the trial court’s approval of the class-action settlement over his objection. Nonetheless, the high court held that there was a procedural issue separate from standing, namely, whether the class member was a “party” who was able to appeal the trial court’s judgment. The Devlin court held that, because the nonnamed class member was bound by the trial court’s judgment, which adjudicated his claim, the nonnamed class member was a “party” who could appeal the trial court’s overruling of his objections to the class-action settlement. One year later, in City of San Benito v. Rio Grande Valley Gas Company, the Supreme Court of Texas followed the Devlin court’s reasoning for the purposes of Texas procedural law. In that case, several nonnamed class members who did not intervene in a class-action lawsuit were not allowed to opt out of the class, and the trial court approved a settlement of the class action over the objection of these class members. The Supreme Court of Texas stated that, aside from the issue of standing, to be able to appeal in Texas courts, a person must be a “party” for the purposes of Texas procedure. The court noted that the label “party” does not indicate an absolute characteristic but rather a conclusion about the applicability of various procedural rules that may differ based on context Under Texas procedure, generally only a named party to the suit may bring an appeal. The doctrine of virtual representation is an exception to this general rule. The doctrine holds that a person who is not a named party to the suit is deemed to be a party who may appeal if (1) the person is bound by the judgment; (2) the person’s privity of estate, title, or interest appears from the record; and (3) there is an identity of interest between the person and a party to the judgment. The Supreme Court of Texas in City of San Benito stated that this virtual-representation doctrine is similar to the reasoning of the Devlin court and agreed with the Devlin court that the most important consideration in determining whether a person is deemed to be a party is whether the person is bound by the judgment from which the person seeks to appeal. Devlin and City of San Benito involved class actions and did not involve derivative actions. The parties have not cited and research has not revealed a Texas case applying the virtual-representation doctrine in the context of a derivative-action settlement. The distinction is significant. While nonnamed class members who have not opted out of the class will have their own claims adjudicated by a settlement of the class action, the same cannot be said of a derivative-action settlement by which only claims owned by the corporation are adjudicated. In addition, though certain shareholders may assert a corporation’s claims in a derivative action, shareholders who did not own any stock at the time of the alleged wrongdoing may not do so. Lapiner is not a named party to the suit. The trial court struck his petition in intervention and Lapiner has not challenged the ruling on appeal. The Plaintiffs and the Defendants settled claims belonging to Isramco, not Lapiner. In his objections to the settlement, Lapiner asserted various reasons why he thought the trial court should not approve the proposed settlement of the derivative claims asserted by the Plaintiffs. But, these claims belong to Isramco, not to Lapiner, and Lapiner does not even have standing to assert these settled derivative claims on behalf of Is-ramco. Thus, to the extent the trial court overruled Lapiner’s objections and approved the settlement of the derivative claims, the trial court did not adjudicate any of Lapiner’s claims, nor can the trial court’s judgment be said in any meaningful way to bind Lapiner. As of the Effective Date, part of the Judgment purports to effect a release, relinquishment, and discharge of certain non-derivative claims that are owned by individual Isramco shareholders, including shareholders like Lapiner, who are not named plaintiffs or named defendants in the shareholder derivative action. Under the terms of the Settlement Agreement, the trial court’s signing of a judgment with this language in it was an express condition for the Settlement Agreement to become effective. (The purported result of this language in the Judgment as to individual shareholder claims is referred to hereafter as the “Purported Discharge of Shareholder Claims.”) Lapiner did not object to the part of the proposed settlement and judgment involving the Purported Discharge of Shareholder Claims. Therefore, even if Lapiner had standing and were a party who could appeal, this part of the settlement would not be before this court, which would review the trial court’s overruling of Lapiner’s objections, rather than the entire settlement and Judgment. Lapiner is not an owner of any of the claims asserted in the derivative action. He is not a party in the derivative action, nor a party to the Settlement Agreement. Lapiner did not submit to the trial court’s personal jurisdiction over him by filing any claims he owned as a plaintiff or claimant. Lapiner was not named as a defendant or served with process. Having not submitted himself to the personal jurisdiction of the trial court as to any of his personal claims as an Isramco shareholder, and given the complete lack of any service of process on Lapiner, the parts of the Judgment that purport to release, relinquish, and discharge any claims Lapiner owned are void. And, because these parts of the Judgment are void, none of Lapiner’s claims are adjudicated in the Judgment, and the Judgment does not bind Lapiner vis-á-vis his personal claims. For the foregoing reasons, in this context, the doctrine of virtual representation does not apply. Thus, Lapiner may not be deemed to be a party who may appeal. If simply owning stock in a corporation at the time of settlement made a shareholder a party who could appeal from a settlement judgment, corporations would be subject to a potential avalanche of appeals filed by shareholders who (1) are not named parties in a lawsuit in which the corporation is a party, (2) object to a settlement of that lawsuit, whether or not it is a derivative action, and (3) then attempt to be the only “party'’ appealing from the settlement judgment. Such a rule would increase transaction costs for corporations substantially with no apparent benefit to the corporations or their shareholders. It also would run afoul of the basic principle that the corporation’s board of directors, rather than the shareholders, manage the corporation’s business and affairs. Even if Lapiner’s lack of standing did not deprive this court of appellate jurisdiction, this court would lack it because under Texas procedural law, Lapiner is not a “party” entitled to appeal. Therefore, this court is following the proper procedure by dismissing this appeal for lack of jurisdiction. Lapiner and the dissenting justice suggest that the trial court’s provision of notice to all current Isramco shareholders, including Lapiner, and the trial court’s consideration and rejection of Lapiner’s objections to the settlement somehow make Lapiner a party under the virtual-representation doctrine. The trial court has no such transformative powers. The trial court’s notice to Lapiner and its consideration of Lapiner’s objections does not alter the reality that the Judgment adjudicated claims belonging exclusively to Is-ramco, an entity that Lapiner has no right to manage. Lapiner is not a “party” and cannot attain “party” status under the doctrine of virtual representation. Because the Judgment does not bind or adjudicate any of Lapiner’s claims, Lapiner may not be deemed to be a party who may appeal. For the foregoing reasons, the proper course is to dismiss this appeal for lack of appellate jurisdiction, and therefore I respectfully concur in this court’s judgment. . Under the Settlement Agreement, the "Effective Date" is defined as the first date by which certain events and conditions all have been met and have occurred. One of these events and conditions is that the trial court's Final Order and Judgment has become final by appeal. Thus, the Effective Date has not yet arrived. . The Settlement Agreement provides that “[u]pon the Effective Date, Isramco, Plaintiffs (acting on their own behalf and derivatively on behalf of Isramco), and each Isramco shareholder (solely in their capacity as an Isramco shareholder) shall be deemed to have, and by operation of the Final Order and Judgment shall have, fully, finally, and forever released, relinquished and discharged the Released Claims against the Released Persons and any and all claims (including Unknown Claims) arising out of, relating to, or in connection with, the defense, settlement or resolution of the Action against the Released Persons.” (emphasis added). The Settlement Agreement also provides that, "[u]pon the Effective Date, Isramco, the Individual Defendants and each Isramco shareholder (solely in their capacity as an Isramco shareholder) shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished and discharged each and all of the Plaintiffs and Plaintiffs' Counsel from all claims (including Unknown Claims) arising out of, relating to, or in connection with, the institution, prosecution, assertion, settlement or resolution of the Action or the Released Claims.” (emphasis added). . The Judgment uses the same defined terms as are used in the Settlement Agreement. . The Judgment contains language substantially similar to language from the Settlement Agreement quoted in footnote 2, above. . See Tex. Bus. Orgs.Code Ann. §§ 21.552, 562 (West 2014); In re Helix Energy Solutions Group, Inc., No. 14-13-00238-CV, - S.W.3d -, -, 2013 WL 5470089, at *6 (Tex.App.-Houston [14th Dist.] Sept. 30, 2013, orig. proceeding); Connolly v. Gasmire, 257 S.W.3d 831, 839 (Tex.App.-Dallas 2008, no pet.). . See Tex. Bus. Orgs.Code Ann. §§ 21.552, 562; In re Helix Energy Solutions Group, Inc., -S.W.3d at-, 2013 WL 5470089, at *6; Connolly, 257 S.W.3d at 839. . See Del.Code Ann. tit. 8, § 141(a) (West 2014); Connolly, 257 S.W.3d at 839; Spiegel v. Buntrock, 571 A.2d 767, 773 (Del.1990). . See Connolly, 257 S.W.3d at 840; Spiegel v. Buntrock, 571 A.2d 767, 773 (Del.1990). . See Connolly, 257 S.W.3d at 840; Spiegel, 571 A.2d at 773. . See Connolly, 257 S.W.3d at 840; Spiegel, 571 A.2d at 773. . See Spiegel, 571 A.2d at 773. . See id. . See id. . See Connolly, 257 S.W.3d at 840; Spiegel, 571 A.2d at 773. . See Spiegel, 571 A.2d at 773. . Daily Income Fund, Inc. v. Fox, 464 U.S. 523, 530, 104 S.Ct. 831, 835, 78 L.Ed.2d 645 (1984). . See Connolly, 257 S.W.3d at 840; Spiegel, 571 A.2d at 773. . See Del.Code Ann. tit. 8, § 327 (West 2014); Ch. Ct. R. 23.1(a) (West 2014); Connolly, 257 S.W.3d at 840; Leighton v. Lewis, No. 471,1988, 1990 WL 84704, at *2-3 (Del. May 25, 1990) (precedential order). Unpublished orders of the Delaware Supreme Court are precedential. See Del. Sup.Ct. R. 14(b)(vi)(B), 17 & cmt.; New Castle Cnty. v. Goodman, 461 A.2d 1012, 1013 (Del.1983). Under Delaware law, there is also a demand requirement, but that is not at issue in this appeal. See Ch. Ct. R. 23.1(a) (West 2014); Connolly, 257 S.W.3d at 840. . See Del. Code Ann. tit. 8, § 327; Ch. Ct. R. 23.1(a); Leighton, 1990 WL 84704, at *2-3. . See Del.Code Ann. tit. 8, § 327; Ch. Ct. R. 23.1(a); Leighton, 1990 WL 84704, at *2-3. . See Leighton, 1990 WL 84704, at *2-3 (dismissing current shareholder’s appeal and holding that shareholder who was not plaintiff in derivative action lacked standing to challenge or object to derivative-action settlement because shareholder did not own stock when the allegedly actionable conduct occurred); In re Beatrice Companies, Inc., Nos. 155,156, 1987 WL 36708, at *2-3 (Del. Feb. 20, 1987) (precedential order) (dismissing current shareholder's appeal and holding that shareholder who was not plaintiff in derivative action lacked standing to challenge or object to derivative-action settlement because shareholder did not own stock when the allegedly actionable conduct occurred). . See Leighton, 1990 WL 84704, at *2-3; In re Beatrice Companies, Inc., 1987 WL 36708, at *2-3. . As noted by the dissenting justice, the Defendants objected to Lapiner’s intervention based on his failure to own Isrameo stock at the time of the wrongdoing alleged in the derivative action, but the Defendants did not object to the trial court’s consideration of Lapiner’s objections. . See Tex. Bus. Orgs.Code Ann. § 21.552. . See Tex. Ass’n of Bus. v. Tex. Air Control Bd., 852 S.W.2d 440, 445-46 (Tex. 1993) (stating that standing is a component of subject-matter jurisdiction and that lack of standing may be raised for the first time on appeal); Schwartzott v. Etheridge Property Management, 403 S.W.3d 488, 498 n. 4 (Tex.App.-Houston [14th Dist.] 2013, no pet.) (holding that preservation of error in the trial court is not necessary as to lack of standing); Trojacek v. Estate of Kveton, No. 14-07-00911-CV, 2009 WL 909591, at *3 (Tex.App.-Houston [14th Dist.] Apr. 7, 2009, no pet.) (mem. op.) (holding that lack of standing cannot be waived and may be raised for the first time by an appellate court on its own motion); Somers v. Crane, 295 S.W.3d 5, 8, 10, 13 (Tex.App.Houston [1st Dist.] 2009, pet. denied) (holding that a person’s lack of standing to institute or maintain a derivative action on behalf of a Texas corporation deprives Texas courts of subject-matter jurisdiction and the proper procedure is to dismiss the derivative action for lack of subject-matter jurisdiction); Saudi v. Brieven, 176 S.W.3d 108, 113 (Tex.App.Houston [1st Dist.] 2004, pet. denied) (stating that subject-matter jurisdiction cannot be conferred by consent, waiver, or estoppel at any stage of a proceeding and may be recognized by an appellate court on its own motion or raised by a party for the first time on appeal). . See Tex. Ass’n of Bus., 852 S.W.2d at 445-46; Trojacek, 2009 WL 909591, at *3; Somers, 295 S.W.3d at 8, 10, 13. . See Tex. Bus. Orgs.Code Ann. § 21.562; Arkoma Basin Exploration Co. v. FMF Assoc. 1990-A, Ltd., 249 S.W.3d 380, 387 (Tex.2008); In re Helix Energy Solutions Group, Inc., 2013 WL 5470089, at *6; Connolly, 257 S.W.3d at 839; Pate v. Elloway, No. 01-03-00187-CV, 2003 WL 22682422, at *1-2 (Tex.App.-Houston [1st Dist.] Nov. 13, 2003, pet. denied) (mem. op.). . See Tex. Bus. Orgs.Code Ann. § 21.562; Arkoma Basin Exploration Co., 249 S.W.3d at 387 (holding Texas law governs the procedural matter of preservation-of-error requirements, even if another jurisdiction’s law governs substantive issues); In re Helix Energy Solutions Group, Inc., 2013 WL 5470089, at *6 (holding Texas law governs procedural matters); Connolly, 257 S.W.3d at 839 (holding Texas law governs remedies and procedural matters). . See Pate, 2003 WL 22682422, at * 1-2. . See Tex. Ass’n of Bus., 852 S.W.2d at 445-46; Schwartzott, 403 S.W.3d at 498 n. 4; Trojacek, 2009 WL 909591, at *3; Saudi, 176 S.W.3d at 113. . See Tex. Bus. Orgs.Code Ann. § 21.562; Arkoma Basin Exploration Co., 249 S.W.3d at 387; In re Helix Energy Solutions Group, Inc., 2013 WL 5470089, at *6; Connolly, 257 S.W.3d at 839; Pate, 2003 WL 22682422, at *1-2. . See Tex. Ass’n of Bus., 852 S.W.2d at 445-46; Trojacek, 2009 WL 909591, at *3; Somers, 295 S.W.3d at 8, 10, 13. . See Tex. Ass’n of Bus., 852 S.W.2d at 445-46; Schwartzott, 403 S.W.3d at 498 n. 4; Trojacek, 2009 WL 909591, at *3; Somers, 295 S.W.3d at 8, 10, 13; Saudi, 176 S.W.3d at 113. The dissenting justice states that, under Dubai Petroleum Company v. Kazi, the failure to establish a statutory prerequisite to suit is not a jurisdictional defect but instead goes to the right of the plaintiff to relief. See post at p. 836 (citing Dubai Petroleum Company v. Kazi, 12 S.W.3d 71, 76-77 (Tex.2000)). Though the Kazi case is an important precedent in Texas jurisprudence, the dissenting justice overstates the scope of the Kazi court’s holding. In Kazi, the Supreme Court of Texas abrogated a line of cases holding that, when a claim is based on a statute, the statutory provisions are mandatory, exclusive, and require compliance in all respects, otherwise the trial court lacks subject-matter jurisdiction. See Dubai Petroleum Company v. Kazi, 12 S.W.3d 71, 75-77 (Tex.2000). Though the Kazi court indicated a general preference by the high court to follow the modern trend of minimizing the number of defects that deprive courts of subject-matter jurisdiction, the Kazi court did not state or even suggest that no failure to follow a statutory prerequisite would henceforth be a jurisdictional defect. See Kazi, 12 S.W.3d at 74—77. Indeed, on various occasions since it decided Kazi, the high court has held that a failure to follow a statutory prerequisite is a jurisdictional defect. See, e.g., City of Houston v. Rhule, 417 S.W.3d 440, 442-43 (Tex.2013) (holding that failure to comply with statutory prerequisite deprived the courts of subject-matter jurisdiction); In re John G. and Marie Stella Kenedy Memorial Foundation, 315 S.W.3d 519, 522-23 (Tex.2010) (holding that lack of justiciable interest resulted in lack of standing to pursue claim and that lack of standing deprived the trial court of jurisdiction to act); In re Derzapf 219 S.W.3d 327, 331-33 (Tex.2007) (holding that stepgrandfather's suit should be dismissed because he lacked a justiciable interest and standing due to his failure to satisfy the requirements of the applicable standing statute in the Family Code); Cameron Appraisal Dist. v. Rourk, 194 S.W.3d 501, 502-03 (Tex.2006) (holding that application of the exclusive remedies provision in Tax Code section 42.09 deprives courts of subject-matter jurisdiction). . See Tex. Ass’n of Bus., 852 S.W.2d at 445-46; Schwartzott, 403 S.W.3d at 498 n. 4; Trojacek, 2009 WL 909591, at *3; Somers, 295 S.W.3d at 8, 10, 13; Saudi, 176 S.W.3d at 113. . See, e.g., Tex.R.App. P. 25.1(b) (stating that "[t]he filing of a notice of appeal by any party invokes the appellate court’s jurisdiction over all parties to the trial court's judgment or order appealed from”) (emphasis added); Tex.R.App. P. 26.1(a) (stating that "the notice of appeal must be filed within 30 days after the judgment is signed, except as follows ... the notice of appeal must be filed within 90 days after the judgment is signed if any party timely files [one of various documents]”) (emphasis added). . See 536 U.S. 1, 6-7, 122 S.Ct. 2005, 2009, 153 L.Ed.2d 27(2002). . See Devlin, 536 U.S. at 6-7, 122 S.Ct. at 2009. . See id., 536 U.S. at 6-14, 122 S.Ct. at 2009-13. . See City of San Benito v. Rio Grande Valley Gas Company, 109 S.W.3d 750, 754 (Tex.2003). . See id. at 752. . See id. at 754-55. . See id. at 754. . See id. . See id. at 754-55. . See id. at 755. . See id. . See Devlin, 536 U.S. at 3-6, 122 S.Ct. at 2007-09; City of San Benito, 109 S.W.3d at 752-54. . See Devlin, 536 U.S. at 10, 122 S.Ct. at 2011; City of San Benito, 109 S.W.3d at 755; Connolly, 257 S.W.3d at 840; Spiegel, 571 A.2d at 773. . See Del.Code Ann. tit. 8, § 327; Ch. Ct. R. 23.1(a); Leighton, 1990 WL 84704, at *2-3. . See Del.Code Ann. tit. 8, § 327; Ch. Ct. R. 23.1(a); Devlin, 536 U.S. at 10, 122 S.Ct. at 2011; City of San Benito, 109 S.W.3d at 755; Connolly, 257 S.W.3d at 840; Spiegel, 571 A.2d at 773; Leighton, 1990 WL 84704, at *2-3. . A judgment in a derivative action would preclude shareholders who did not bring the first derivative action from subsequently bringing a second derivative action on behalf of the corporation challenging the same conduct. But, Lapiner has no standing to bring such a derivative action because he did not own Isramco stock at the time of the alleged wrongdoing. . The dissenting justice concludes that Lapi-ner, in his objections, addressed the Purported Discharge of Shareholder Claims as well as the discharge of Isramco’s claims, and that Lapiner objected to what the shareholders were receiving in exchange for the discharge of all of these claims. See post at p. 844 & n. 10. The language Lapiner used in his objections does not support this conclusion. Indeed, Lapiner never objected to the Purported Discharge of Shareholder Claims, nor did he even mention that such a purported discharge was part of the proposed settlement and judgment. In his objections, Lapiner complained that "potential damages to Isramco by the Individual Defendants' wrongful acts total at into [sic] the hundreds of millions of dollars. Yet, the Proposed Settlement simply allows the Individual Defendants to walk away from this litigation with a complete release in exchange for the damaged party, Isramco, paying Plaintiffs' counsel $1 million — paid out of Isramco's pocket no less.” Lapiner made similar statements in several other parts of his objections. In a section upon which the dissenting justice relies, Lapiner argues that "[t]he Proposed Settlement provides no real benefit to Isramco in exchange for the complete release of all liability of the Defendants who have caused great harm to the Company. It also requires the Company to pay $1 million out of its own pocket, to the detriment of current shareholders, to Plaintiffs' counsel.” In this language, Lapiner objects to the proposed settlement and release of Isramco’s claims against the Defendants, allegedly in exchange for no real benefit to Isramco and with a payment of one million dollars to Plaintiffs' counsel. Lapiner does not object to the Purported Discharge of Shareholder Claims, and the detriment of which he complains is based on the shareholders’ ownership of shares in a company that paid one million dollars for a settlement that allegedly brought no benefit to the company. . See Devlin, 536 U.S. at 9, 122 S.Ct. at 2010 (stating that nonnamed class member would be allowed to appeal only the trial court’s overruling of his objections to the class-action settlement); City of San Benito, 109 S.W.3d at 752 (following Devlin and concluding that nonnamed class members are allowed to appeal the trial court's overruling of their objections to the class-action settlement). . See PNS Stores, Inc. v. Rivera, 379 S.W.3d 267, 272-75 (Tex.2012) (concluding that a judgment violates due process, is void, and subject to collateral attack to the extent that it purports to adjudicate claims as to a person over whom personal jurisdiction has not been established, for example through failure to serve a defendant with process); In re E.R., 385 S.W.3d 552, 566 (Tex.2012) (holding that a complete failure to serve a defendant with process deprives the trial court of personal jurisdiction, violates due process, and results in a judgment that is void as to that defendant, and subject to challenge at any time); In re Louisiana-Pacific Corp. Derivative Litigation, 705 A.2d 238, 239-41 (Del.Ch.1997) (holding that, in rendering judgment following the settlement of a derivative action that did not involve a class action, trial court lacked jurisdiction to render judgment that would adjudicate rights and personal claims of individual shareholders who were not parties to derivative action that was being settled); Carlton Investments v. TLC Beatrice Int’l Holdings, No. 13950, 1997 WL 208962, at *1-2 (Del.Ch.Ct. Apr. 21, 1997) (same as In re Louisiana-Pacific Corp. Derivative Litigation) (not designated for publication). Under Delaware law, unpublished chancery court opinions are precedential. See Case Fin., Inc. v. Alden, No. 1184-VCP, 2009 WL 2581873, at *6, n. 39 (Del.Ch.Ct. Aug. 21, 2009) (not designated for publication); Connolly, 257 S.W.3d at 841, n. 6. . Neither Lapiner nor any appellee has addressed the Purported Discharge of Shareholder Claims or asked this court to consider whether this purported discharge is void. Nonetheless, whether this discharge is void is relevant to the determination of whether this court has jurisdiction, and therefore, this court can and should address this issue, even though not raised by the parties. See M.O. Dental Lab. v. Rape, 139 S.W.3d 671, 673 (Tex.2004). . See City of San Benito, 109 S.W.3d at 754-55; Tristan v. Castillo, 2007 WL 752203, at *2 (Tex.App.-San Antonio Mar. 14, 2007 no pet.) (mem. op.). . See Del. Code Ann. tit. 8, § 141(a); Connolly, 257 S.W.3d at 839; Spiegel, 571 A.2d at 773. . See City of San Benito, 109 S.W.3d at 754-55; Tristan, 2007 WL 752203, at *2. . See Del.Code Ann. tit. 8, § 141(a); Connolly, 257 S.W.3d at 839; Spiegel, 571 A.2d at 773.
J. BRETT BUSBY, Justice, dissenting. The plurality and concurring opinions conclude, for different reasons, that appellant Yuval Lapiner’s appeal must be dismissed. I disagree with these reasons for dismissal because they • unjustifiably narrow the subject-matter jurisdiction of Texas trial courts in a manner that (1) resurrects an argument appellees expressly waived below and (2) allows any Texas judgment to be attacked as void for failure to prove a statutory requirement; • apply Delaware rather than Texas law to matters of jurisdiction and procedure; • adopt a rule requiring settlement objectors to intervene in order to appeal, which is contrary to the position taken by most jurisdictions nationwide; • create procedural traps for unwary litigants and thereby thwart the direetion of the Supreme Court of Texas to avoid resolving appeals on procedural technicalities rather than reaching the merits; and • insulate potentially collusive settlements involving large awards of attorneys’ fees from searching appellate review. I conclude both of appellees’ asserted grounds for dismissal are incorrect, so I would deny their motions to dismiss and address the merits of Lapiner’s issues on appeal. These issues include important matters of first impression regarding the standard for reviewing settlements of derivative suits, as well as the ability of an objector to such a settlement to recover attorneys’ fees. Because my colleagues do not reach these issues, and instead dismiss Lapiner’s appeal, I respectfully dissent. Background With two exceptions, the plurality opinion recounts the facts necessary to resolve the jurisdictional issues raised by appel-lees. The first exception is that it omits relevant language from three key trial court documents: (1) the trial court’s Preliminary Order Approving Derivative Settlement and Providing for Notice; (2) the Notice of Proposed Settlement of Derivative Action, Hearing Thereon, and Right to Appear that was approved by the trial court and provided to the shareholders; and (3) the trial court’s Final Order and Judgment. This language is critical to understanding why Lapiner — who bought his shares of Isramco before August 15, 2011 — properly objected to a proposed settlement that would bind him and is entitled to appeal from the judgment approving that settlement. The trial court’s Preliminary Order Approving Derivative Settlement and Providing for Notice, signed on August 22, 2011, states in pertinent part: The Court approves in form and content the Notice ... and finds that the distribution and publication of the Notice ... meets the requirements of the Texas Business Organization Code 21.560(b) and due process and all other applicable laws, is the best notice practicable under the circumstances, and shall constitute due and sufficient notice of the matters set forth therein for all purposes to all Persons entitled to such notice. All Isramco Shareholders shall be bound by all orders, determinations and judgments in the Action concerning the Settlement, whether favorable or unfavorable to Isramco Shareholders. Any Current Isramco Shareholder (all current holders of Isramco, Inc. common stock as of August 15, 2011) may appear and show cause, if he, she or it has any reason why the terms of the Stipulation, the Settlement of the Action, and/or the Fee and Expense Award should not be approved as fair, reasonable and adequate, or why a Judgment should not be entered thereon, provided however ... no Current Isramco Shareholder shall be heard or entitled to contest the approval of [the Settlement] unless the Person has, at least fourteen ... days prior to the Settlement hearing, filed with the Clerk of the Court and served on the [counsel for the parties to the litigation] ... appropriate proof of stock ownership, along with written objections, including the basis therefore, signed as authorized by the objecting shareholder, and copies of any papers and briefs in support thereof Any Current Isramco Shareholder who does not make his, her or its objection in the manner provided herein shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to the fairness, reasonableness, or adequacy of the Settlement as incorporated in the Stipulation and to the Fee and Expense Award, unless otherwise ordered by the Court, but shall otherwise be bound by the Final Order and Judgment to be entered and the releases to be given. The Court may approve the Settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate, without further notice to Current Isramco Shareholders. (Emphasis added.) This order approved a Notice of Proposed Settlement of Derivative Action, Hearing Thereon, and Right to Appear that was provided to Lapiner and other shareholders. That notice provides: IMPORTANT NOTICE TO ALL CURRENT HOLDERS OF ISRAMCO, INC. COMMON STOCK AS OF AUGUST 15, 2011 (“CURRENT ISRAMCO SHAREHOLDERS”) (EXCLUDING DEFENDANTS) AND THEIR SUCCESSORS-IN-INTEREST. PLEASE NOTE THAT THIS ACTION IS NOT A “CLASS ACTION” AND NO INDIVIDUAL SHAREHOLDER HAS THE RIGHT TO BE COMPENSATED AS RESULT OF THIS SETTLEMENT. IF YOU ARE A CURRENT OWNER OF ISRAMCO COMMON STOCK, YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION. Any Current Isramco Shareholder that objects to the Settlement of the Action shall have a right to appear and to be heard at the Settlement Hearing .... However, no Person other than Plaintiffs’ Counsel and Defendants’ counsel in the Action shall be heard at the Settlement Hearing unless no later than [14] days prior to the date of the Settlement Hearing, such person has filed with the Court ... a written notice of objection, ... setting forth their ground for opposing the Settlement, and proof of both their status as a current Isramco Shareholder and the dates of stock ownership in Isramco .... Only Current Isramco Shareholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise. Any Person who fails to object in the manner described above shall be deemed to have waived the right to object (including any right of appeal) and shall be forever barred from raising such objection in this or any other action or proceeding, unless the Court orders otherwise. Current Isramco Shareholders who have no objection to the Settlement or the Fee and Expense Award do not need to appear at the Settlement Hearing or take any other action. If you are a Current Isramco Shareholder, you will be bound by the Final Order and Judgment of the Court, and you will be deemed to have released any and all claims that have or could have been brought in the Action. (Emphasis added.) After considering and overruling the objection Lapiner filed in compliance with this notice, the trial court signed a Final Order and Judgment approving the settlement. It provides in part: 8. The Action and all claims contained therein, as well as all of the Released Claims, are hereby dismissed with prejudice .... 9. Upon the Effective Date, ... Plain-Jiffs (acting on their own behalf and derivatively on behalf of Isramco), and each Isramco shareholder (solely in his, her, or its capacity as an Isramco shareholder) shall be deemed to have, and by operation of the Final Order and Judgment shall have, fully, finally, and forever released, relinquished and discharged the Released Claims against the Released Persons and any and all claims (including Unknown Claims) arising out of, relating to, or in connection with, the defense, settlement or resolution of the Action against the Released Persons. 10. Upon the Effective Date, ... Is-ramco and each Isramco shareholder (solely in his, her, or its capacity as an Isramco shareholder) shall be deemed to have, and by op