Fannie Mae-No Politics (FNMA)

[kthomp19]

Well now that the jury verdict is entered as final judgement, we don't need to rely on the shareholder's opinion of the validity or legality, do we?

The "shareholders' opinion of validity or legality" never mattered with respect to the implied covenant.

It was Lamberth who ruled that the plaintiffs brought a reasonable claim that the NWS violated reasonable shareholder expectations (and thus the implied covenant), which is why the case proceeded to trial, and the jury that decided that the implied covenant really was violated.

It's now clear that the NWS violated the shareholder agreement.

It only violated the implied covenant of good faith and fair dealing. Lamberth dismissed all the other claims, including breach of contract.

Meaning if the contract gives away shareholder rights, the contract is in breach

Again, breach of contract is not at all the same thing as breach of the implied covenant of good faith and fair dealing. Stop conflating them.

The jury decided that the NWS, which removed all economic rights from FnF's shares, did breach the implied covenant. But the only thing they awarded was money. They didn't alter or nullify or invalidate a single letter of any contract or amendment. That means they found that the money damages were full compensation for the implied covenant breach.

Shareholders have a reasonable expectation that the shareholder agreement will not be violated in the future.

The NWS violated reasonable shareholder expectations about as much as is humanly possible to do, and the only thing shareholders got out of it was $812M plus post-judgement interest.

After the NWS was signed, reasonable shareholder expectations got reset to "shareholders get nothing ever". How is that even possible to violate?