398
Opinion of Ginsburg, J.
different settlement proposal to the court than would an inadequate representative." Ibid. Consequently, the Delaware Supreme Court held, "in every class action settlement, the Court of Chancery is required to make an explicit determination on the record of the propriety of the class action according to the requisites of Rule 23(a) and (b)." Ibid.
In the instant case, the Epstein plaintiffs challenge the preclusive effect of the Delaware settlement, arguing that the Vice Chancellor never in fact made the constitutionally required determination of adequate representation. See id., at 923.7 They contend that the state court left unresolved key questions: notably, did the class representatives share substantial common interests with the absent class members, and did counsel in Delaware vigorously press the interests of the class in negotiating the settlement.8 In particular, the Epstein plaintiffs question whether the Delaware class representatives—who filed the state lawsuit on September 26, 1990, two months before the November 26 tender offer announcement—actually tendered shares in December, thereby enabling them to litigate a Rule 14d-10 claim in federal court. They also suggest that the Delaware representatives undervalued the federal claims—claims they could only settle, but never litigate, in a Delaware court. Finally,
7 The Vice Chancellor did not have the benefit of the Delaware Supreme Court's clear statement in Prezant, decided one year after this settlement was approved. In Prezant, however, the Delaware Supreme Court largely reiterated and applied what this Court had stated almost a decade earlier in Phillips Petroleum Co. v. Shutts, 472 U. S. 797, 808, 812 (1985). See also 2 R. Balotti & J. Finkelstein, Delaware Law of Corporations and Business Organization § 13.22, p. 13-131, and n. 578 (2d ed. 1996 Supp.).
8 The order approving the class for settlement purposes, the Epstein plaintiffs urge, contains no discussion of the adequacy of the representatives, see App. 198, and the order and final judgment approving the settlement contains only boilerplate language referring to the adequacy of representation, see id., at 204-205. The Delaware Supreme Court approved the Court of Chancery's judgment in a one paragraph order. See In re MCA, Inc. Shareholders Litigation, 633 A. 2d 370 (1993) (judgt. order).
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