Owl Creek Asia I, L.P. v. United States

 
APPEAL NO.
20-1934
OP. BELOW
CFC
OPINION
TBD
SUBJECT
Tucker Act
AUTHOR
TBD

Issue(s) Presented

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.”