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No. 09-1973
Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.
Leonie M. Brinkema,
District Judge. (1:08-cv-00773-LMB-TCB)
Argued:
Before TRAXLER,
Judges.
Chief
Decided:
Judge,
and
MOTZ
and
May 5, 2011
KEENAN,
Circuit
PER CURIAM:
This appeal arises out of consolidated derivative actions
that
shareholders
Mortgage
and
filed
Corporation
officers. 1
The
breached
their
grossly
mismanaged
behalf
(Freddie
the
of
Mac)
shareholders
fiduciary
financial losses.
on
duties,
the
Federal
against
former
allege
that
wasted
company
company,
resulting
Home
the
in
Loan
directors
defendants
assets,
and
significant
We affirm.
I.
In
1970,
Congress
established
Freddie
Mac
to
promote
See Fed. Home Loan Mortgage Corp. Act, Pub. L. No. 91-
government-sponsored
institutions.
Id.
They
have
an
for
low-
and
moderate-income
families
in
manner
and
Fannie
Mae,
Congress
created
the
Office
of
Federal
See Pub.
reports
to
Congress
on
the
financial
safety
and
See
In reality,
See id.
George
W.
Bush
signed
another
government
entity,
the
Housing
and
Economic
Federal
Housing
Finance
the Agency does not dispute, that the Agencys leadership and
staff is substantially unchanged from that of the Office.
Appellants Br. at 10.
See
Act
grants
the
Agencys
director
the
authority
to
succeed[ed]
to
all
rights,
titles,
As such,
powers,
and
conduct
all
business
of
[Freddie
5
Mac].
12
U.S.C.
4617(b)(2)(A)(i),
(B)(i).
The
Act
further
provides
that,
its
successfully
appointment
moved
to
as
substitute
conservator,
itself
as
the
plaintiff
the
Agencys
motion,
the
district
court
Agency
in
the
Thereafter,
dismissed
the
II.
The district court, interpreting the Act, concluded that
the plain meaning of the statute is that all rights previously
held by Freddie Macs stockholders, including the right to sue
derivatively, now belong exclusively to the [Agency].
In re
The
and
receivers
all
rights,
titles,
powers,
and
the
provision
barring
courts
from
restrain[ing]
or
See In re Freddie
possible
to
behalf
of
the
relied
on
case
the
[Agency],
including
corporation.).
law
any
Further,
interpreting
the
right
the
to
sue
district
Financial
on
court
Institutions
See
it
stockholders
action
or
could
to
the
right,
power
or
sue
directors
to
FDIC,
and
privilege
or
others
that
to
includes
demand
when
corporate
action
is
not
forthcoming.).
III.
The shareholders appeal the substitution order, contending
that under the Act the appointment of a receiver or conservator
does
not
preclude
shareholders
derivative
action.
Our
We
United
Having
carefully
considered
the
record,
the
briefs
and
Supp. 2d 790. 2
AFFIRMED