Friday, June 20, 2008

I replied to Mr. Liu

From: RDShatt
To: Don.Liu@xerox.com
Sent: 6/20/2008 6:46:34 P.M. Central Daylight Time
Subj: Re: Xerox securities lawsuit: request to contact independent directors


Dear Mr. Liu,

Thank you very much for responding to me.

I do not interpret your reply as meaning that the Xerox directors or you disagree with the general proposition that plaintiffs' lawyers have perpetrated and continue to perpetrate an abusive travesty of the legal system in the domain in which they do their work, and this is in order to enrich themselves to a significant detriment of societal interests, economic and otherwise, in having a rational and reasonably functioning legal system. Rather, I interpret your reply to mean that Xerox has been ensnared in the predations of the plaintiffs' lawyers, and any attempt to resist them will either be wholly ineffectual or result in the lawyers increasing the wrongful harm they are inflicting on Xerox and its shareholders and bondholders in their mission to enrich themselves. (If you disagree with the foregoing characterizations, I would very much like to dialogue with you about the matter.)

Assuming you don't disagree, I would like to ask you whether you are in any position to lend me any assistance in my efforts that are revealed in my blog to try to combat plaintiffs' lawyers. If you are interested in particulars of how you might help, please let me know and I will give you more information.

Thank you.

Sincerely,
Robert Shattuck

Xerox board standing pat

From: Don.Liu@xerox.com
To: RDShatt@aol.com
CC: Don.Liu@xerox.com
Sent: 6/5/2008 4:03:34 P.M. Central Daylight Time
Subj: RE: Xerox securities lawsuit: request to contact independent directors

Dear Mr. Shattuck:

The Xerox Board of Directors has instructed me to respond to the concerns you expressed in your letter dated April 23, 2008.

I can assure you that our full Board of Directors reviewed the Carlson litigation and approved the settlement based on its determination that settling the case was in the best interest of both the Company and its shareholders. Moreover, without debating with you the equity of how and to whom the settlement proceeds should be distributed, because of the composition of the plaintiff class and the allegations made in the complaint, the settlement proceeds can be distributed only to those shareholders who purchased Xerox stock or bonds during the class period, as specified by the terms and conditions of the settlement agreement.

On behalf of our Board of Directors, I want to express our appreciation for your thoughts and comments.

Sincerely,

Don H. Liu
Senior Vice President
General Counsel and Secretary
Xerox Corporation

My work on Xerox case

As promised, I have spent time working on the Xerox case, including contacting the Xerox board of directors, the U.S. Chamber of Commerce Institute for Legal Reform, law professors specializing in class actions, and the ABA Class Action and Derivative Suits Committee. The below email correspondence indicates what I have done.

From: RDShatt
To: Douglas.Marshall@xerox.com
Sent: 5/15/2008 8:25:38 A.M. Central Daylight Time

Subj: Fwd: May 22, 2008 Xerox Corporate Governance Committee meeting

Dear Mr. Marshall,

I have taken the liberty of communicating directly with the directors and in particular earlier this week sent the below email to Mr. Jordan and Mr. Hunter, for whom I could find email addresses, and used US mail for the other directors and such US mail addresses as I could find that I thought would work for them.

If I have any additional communications I would like to make to the directors, should I send them to you for forwarding, or should I use my direct communication approach?

Thank you.

Sincerely,
Robert Shattuck


From: RDShattTo: vjordan@akingump.comSent: 5/11/2008 2:38:49 P.M. Central Daylight TimeSubj: May 22, 2008 Xerox Corporate Governance Committee meeting


Dear Mr. Jordan,

I am endeavoring to contact directly the directors of Xerox Corporation to inform them of my efforts to protest as loudly as I can against the travesty plaintiffs' lawyers perpetrate on the US economy and US society, and most immediately relative to Xerox and its shareholders and bondholders in the form of the securities class action lawsuit against Xerox which is scheduled to be brought before the Corporate Governance Committee at its May 22, 2008 meeting.

I hope you will review the below email correspondence on this matter. If you do, and if you would like to ask me any questions about what I have done or tried to do, I hope you will do so. You may use the above email address to communicate with me, or you may reach me by telephone at (205) 967-5586.

Thank you very much.

Sincerely,

Robert Shattuck
3812 Spring Valley Circle
Birmingham, AL 35223
(205) 967-5586



From: RDShattTo: jcoffee@law.columbia.edu
CC: Douglas.Marshall@xerox.com, JEskelsen@USChamber.com
Sent: 5/9/2008 10:50:14 A.M. Central Daylight Time
Subj: May 22, 2008 Xerox Corporate Governance Committee meeting

Dear Professor Coffee,

I have importuned that the Xerox Corporate Governance Committee put on the agenda for its May 22, 2008 meeting consideration (or reconsideration) of a proposed settlement in a class action securities lawsuit against Xerox. Besides other things revealed in the below is email correspondence about this matter, I have contacted the Institute for Legal Reform and was referred to an online paper (quoted below) in which your views are discussed about the "circularity" involved in cases such as the Xerox lawsuit.

I would like to solicit your views on some jurisprudential questions. Do you think there is any basis (e.g., due process, arbitrary loss shifting with no rational justification, other legal basis?) on which a judge could dismiss the lawsuit against Xerox? If there might such a basis, do you feel it has been adequately presented to a judge in a comparable lawsuit of which you are aware? Do you have any views about the propriety of Xerox directors approving Xerox entering into the proposed settlement agreement that gives net favorable treatment to some Xerox shareholders and bondholders and net unfavorable treatment to other Xerox shareholders and bondholders in an arguably arbitrary fashion? Is there a conflict for the plaintiffs' lawyers to represent both shareholders (and bondholders) who will have a net gain and also shareholders (and bondholders) who will have a net loss from the settlement? Do you believe there is a basis for Xerox requesting the court to include other Xerox shareholders and bondholders who are not in the plaintiff class who are also real parties in interest and who should be entitled to joined as parties in the lawsuit and be afforded legal representation?

As the below email correspondence indicates, I am trying to solicit a legal expert such as yourself to provide input to the Xerox Corporate Governance Committee (if Sandra Goldstein of Cravath is limited in the representation she is providing), and I would be excited if you were inclined to do that, either on a pro bono or paying basis (if Xerox or the independent directors were willing to retain you).

I very much look forward to hearing something from you in response to this email.

Thank you.

Sincerely,
Robert Shattuck





From: RDShatt
To: Douglas.Marshall@xerox.com
Sent: 5/8/2008 8:33:52 A.M. Central Daylight Time
Subj: May 22, 2008 Corporate Governance Committee meeting

Dear Mr. Marshall,

For your information, set forth below is email correspondence I have had with various persons related to the submission of my email that has been scheduled for the above committee meeting. If I obtain further useful information from my email correspondence, I will pass it on to you. Also, I will probably copy you on further emails I send out on this matter.

Thank you.

Sincerely,
Robert Shattuck


From: RDShatt
To: JEskelsen@USChamber.com
Sent: 5/7/2008 1:56:58 P.M. Central Daylight Time
Subj: Re: Xerox board of directors

Dear Jon,

Would you or Ms. Rickard or anyone else at the Institute or at the Chamber be in a position to tell me which of the below listed Xerox directors might be most "receptive" and "proactive" for me to approach for purposes of trying to raise a ruckus with Judge Thompson?

From Xerox online info: "Our Board has determined that based upon this standard 91% of our directors are independent. The independent Directors are Glenn A. Britt, Richard J. Harrington, William Curt Hunter, Vernon E. Jordan Jr., Hilmar Kopper, Ralph S. Larsen, Robert A. McDonald, N. J. Nicholas, Jr., Ann N. Reese, and Stephen Robert. The only director who is not independent is Anne M. Mulcahy, our Chairman and Chief Executive Officer."

Thank you.

Sincerely,
Robert Shattuck

In a message dated 5/7/2008 1:29:09 P.M. Central Daylight Time, JEskelsen@USChamber.com writes:

Mr. Shattuck,

Neither I nor would other employees here at ILR be in the best position to engage with Xerox in the manner you have suggested. Nor are we in a position to advise you as to how to best ensuring Judge Thompson understands the problems with the case except to say that judges try to get the law right. We are a public policy organization and while we keep our ear to the ground on what is going on in the courts, we do not represent clients before the court and are not in a position to give advice in that capacity. I have passed on your information to Ms. Evans, in our office. She is out of the office today.

Yours,

Jon

From: RDShatt
To: JEskelsen@USChamber.com
Sent: 5/7/2008 1:16:25 P.M. Central Daylight Time
Subj: Re: Xerox class action securities lawsuit

Dear Mr. Eskelsen,

I went to your links and I see that the Institute has specifically focused on the kind of class action lawsuit that is exemplified by Xerox. (I have copied the particular portion of the Institute's paper that discusses this and I have pasted it below.)

I would like Xerox or the Xerox independent directors or someone to raise as loud a ruckus as possible with Judge Thompson about the Xerox class action lawsuit. Is it all pointless to try to do that? Do judges just plain ignore any and all slamming of the idiocies they perpetrate, and do they just blithely go their idiotic ways?

Would you be in a position to give me the name of the Institute's lawyer who handles securities issues and allow me to be in direct communication with her?

Thank you.

Sincerely,
Robert Shattuck

[below boldface is copied and pasted from Institute's paper]
Burden on Investors/Cost ShiftingSecurities class actions impose a burden on investors. The structure of this systemis fundamentally flawed and amounts to no more than a cost shifting process with theaddition of a “tax” which is the legal fees paid in such actions. This system is uniquein that one group of shareholders are generally paying another group of shareholders– amounting to cost shifting. Even if the company has insurance, the adverse effectsin terms of higher insurance rates will be borne by the company’s shareholders.The actual wrongdoers are not paying in these actions because the claims areagainst the existing company and the company is the shareholders. This “circularity”problem affects all cases – even those in which the claim is legitimate. Securitieslitigation thus involves a transfer of wealth from one set of investors to another, witha very substantial percentage – approximately one-third according to the datadiscussed above – skimmed off by plaintiff and defense lawyers. Of the 755 casesstudied in The Economic Reality of Securities Class Action Litigation, plaintiffs’ legal feesamounted to over $4.5 billion. Rather than reliably providing compensation toinvestors, the actual economic benefits to injured investors with legitimate claims areunclear.This notion has been discussed extensively in the academic community. Forexample, Professor Jack Coffee, of Columbia School of Law, has written thatsecurities class actions “impose costs on public shareholders in order to compensatepublic shareholders,” characterizing these lawsuits as a “circular process” with “perverseeffects.”And, Professor Donald Langevoort, of Georgetown University Law School, hasnoted that “[b]y all accounts, nearly all the money paid out as compensation in theform of judgments and settlements comes, one way or another, from investorsthemselves. Little if any of the sum is contributed by those who were the primaryauthors of the fraud; a recent study puts the figure at less than half of one percent.”



In a message dated 5/7/2008 11:04:07 A.M. Central Daylight Time, JEskelsen@USChamber.com writes:
Mr. Shattuck,

I appreciate your continued interest in our work. ILR has been very engaged in looking at securities class action settlements and whether they actually remedy the harms that they allege. I will forward your this information to our lawyer who handles securities issues to see if they can be helpful to her work.

I would point you to our website and the research we have done on this issue highlighting the inefficiencies associated with securities class actions. This information can be found at: http://www.instituteforlegalreform.com/issues/issue.cfm?issue=SLI.

Sincerely yours,

Jon Eskelsen

From: RDShatt
To: jeskelsen@uschamber.com
Sent: 5/7/2008 10:31:30 A.M. Central Daylight Time
Subj: Xerox class action securities lawsuit

Dear Mr. Eskelsen,

I don't want to divert you or Ms. Rickard from the subject matter of my previous email, but I was wondering whether the Institute for Legal Reform would be interested in attempting some timely targeting of a class action securities lawsuit that is of a type that I think is deserving of the strongest and loudest condemnation possible. Maybe the Institute has focused on this type before; maybe not.

I have successfully importuned that the Xerox Corporate Governance Committee put on the agenda for its May 22, 2008 meeting consideration (or reconsideration) of a proposed settlement in a class action securities lawsuit against Xerox. Appended below is email correspondence (and links) that should give you and Ms. Rickard adequate information about this matter.

If I could enlist any aid or input from the Institute for Legal Reform on this Xerox lawsuit, I would be excited to receive it.

Thank you.

Sincerely,
Robert Shattuck

From: RDShattTo: [form of email sent to law professors specializing in class actions]
Sent:
Subj: Pro bono request re Xerox class action securities lawsuit


Dear Professor ______,

I believe one of your areas of focus in civil procedure is class actions.

I have written a letter to The Honorable Alvin W. Thompson of the Connecticut federal district court (which letter you can find here) about a proposed settlement in a Xerox class action securities lawsuit. Further, I have contacted the Xerox Corporate Secretary and have gotten the subject matter of my letter put on the agenda for the Xerox Corporate Governance Committee at its May 22, 2008 meeting.

Among other things, I have solicited the Corporate Governance Committee to consider the manner in which the proposed settlement creates at least three categories of Xerox stockholders and bondholders and what the fiduciary obligations of the directors are to these categories of Xerox stockholders and bondholders.

My pro bono request to you is whether you would give me your views about such fiduciary obligations and whether such obligations can all be properly discharged in an approval by the directors of the settlement agreement. Alternatively, could you refer me to me to a law professor whom you would consider as having special expertise in securities law class actions and who might be interested in responding on my request.

Ms. Sandra Goldstein of Cravath, Swaine & Moore represents Xerox in the litigation and I have put the foregoing questions to her and asked her whether she will be in a position to advise the independent directors on them. Ms. Goldstein has replied that she is not at liberty to discuss the matter with me, so I do not know whether she considers herself in a position to render such advice to the independent directors. I would be more than happy to try to convert this pro bono request to a fee paying request to you by passing your name along to the Xerox Corporate Secretary if a lawyer is needed to advise the independent directors.

Thank you for your attention to this email.

Sincerely,
Robert Shattuck

From: RDShattTo: [form of email sent to members of ABA Class Action and Derivative Suits Committee]
Sent:
Subj: Pro bono request re Xerox class action securities lawsuit


Dear __________,

I am writing to you in your capacity as a member of the who is identified as being in the securities law field.

I have written a letter to The Honorable Alvin W. Thompson of the Connecticut federal district court (which letter you can find here) about a proposed settlement in a Xerox class action securities lawsuit. Further, I have contacted the Xerox Corporate Secretary and have gotten the subject matter of my letter put on the agenda for the Xerox Corporate Governance Committee at its May 22, 2008 meeting.

Among other things, I have solicited the Corporate Governance Committee to consider the manner in which the proposed settlement creates at least three categories of Xerox stockholders and bondholders and what the fiduciary obligations of the directors are to these categories of Xerox stockholders and bondholders.

My pro bono request to you is whether you would give me your views about such fiduciary obligations and whether such obligations can all be properly discharged in an approval by the directors of the settlement agreement.

Ms. Sandra Goldstein of Cravath, Swaine & Moore represents Xerox in the litigation and I have put the foregoing questions to her and asked her whether she will be in a position to advise the independent directors on them. Ms. Goldstein has replied that she is not at liberty to discuss the matter with me, so I do not know whether she considers herself in a position to render such advice to the independent directors. I would be more than happy to try to convert this pro bono request to a fee paying request to you by passing your name along to the Xerox Corporate Secretary if a lawyer is needed to advise the independent directors.

Thank you for your attention to this email.

Sincerely,
Robert Shattuck