1. “When the United States changes the capital structure of a company that it controls, transferring the value of stock held by Private Shareholders to the class of stock held exclusively by the United States, whether the Private Shareholders have a direct claim against the United States, or (as the Court of Federal Claims held) only derivative claims on behalf of the company.”
2. “The Court of Federal Claims held that, under the Tucker Act, claims by Private Shareholders of Fannie Mae (‘Fannie’) and Freddie Mac (‘Freddie,’ and together with Fannie, the ‘Companies’) for takings and illegal exaction were against the United States, and thus within that court’s subject-matter jurisdiction, because the Federal Housing Finance Agency (the ‘Agency’) remains the United States when acting as conservator of the Companies. If the United States contests that holding, this issue is presented: Whether the Court of Federal Claims has jurisdiction, under the Tucker Act, over Private Shareholders’ claims that an amendment of a stock-purchase agreement between the Agency (as conservator for the Companies) and the United States Department of the Treasury (‘Treasury’) was a taking (or illegal exaction) by ‘the United States.’”
3. “Whether the Court of Federal Claims erred in holding that the United States, as ‘conservator’ (through the Agency) and shareholder (through Treasury) of the Companies, had no fiduciary duty to the private, non-government shareholders, and therefore erred in holding that the court lacked subject-matter jurisdiction over the Private Shareholders’ claims that the United States breached that fiduciary duty by diverting to itself all future profits of the Companies.”
4. “Whether the Court of Federal Claims erred in holding that private, non-government shareholders in the Companies were not third-party beneficiaries of the implied-in-fact contracts between the United States (via the Agency) and the Companies, by which the Companies consented to conservatorship, and therefore erred in holding that the court lacked subject-matter jurisdiction over the Private Shareholders’ claim that the United States breached those implied-in-fact contracts by diverting to itself essentially all future profits of the Companies.”
1. “We [] affirm the Claims Court’s decision to dismiss shareholders’ direct breach of contract claims…. although the Claims Court dismissed on jurisdictional grounds and we find that the complaints do not state a claim upon which relief may be granted, we find this alternative ground for dismissal harmless…. The Claims Court dismissed shareholders’ direct takings and illegal exaction claims for lack of standing, on the grounds that those claims were substantively derivative in nature…. although the Claims Court dismissed shareholders’ claims on standing grounds and we find that shareholders’ complaints do not adequately state a claim upon which relief may be granted, we find the Claims Court’s reliance on this incorrect ground of dismissal harmless and affirm.”
2. “The Tucker Act grants the Claims Court subject matter jurisdiction over ‘any claim against the United States founded either upon the Constitution, or any Act of Congress or any regulation of an executive department, or upon any express or implied contract with the United States….’ The shareholders’ challenges to the net worth sweep may only proceed, therefore, if they are properly pled as claims ‘against the United States.’ …For these reasons, the shareholders’ claims are “against the United States” and the Claims Court properly exercised jurisdiction.”
3. “The Claims Court correctly recognized that shareholders failed to allege a breach of fiduciary duty claim against Treasury founded on a contract. We hold that the Claims Court correctly dismissed all the shareholders’ direct fiduciary duty claims for lack of subject matter jurisdiction.”
4. “We [] affirm the Claims Court’s decision to dismiss shareholders’ direct breach of contract claims. Again, although the Claims Court dismissed on jurisdictional grounds and we find that the complaints do not state a claim upon which relief may be granted, we find this alternative ground for dismissal harmless.”
“The government cross-appeals the portions of the Claims Court’s judgment denying its motion to dismiss shareholders’ derivative claims. Because we conclude that the Claims Court correctly dismissed shareholders’ directly pled claims but erred in not dismissing shareholders’ derivatively pled allegations, we affirm-in-part and reverse-in-part.”
