HENRY BOROFF, Bankruptcy Judge
This matter came for hearing before the Court on May 6, 2003 (the "Hearing") upon the Motion, as supplemented, of the Official Committee of Unsecured Creditors (the "Committee"), the original plaintiff (the "Plaintiff") in the above-captioned complaint, to subordinate certain claims of the defendants under 11 U.S.C. § 510(b) and (c) (the "Complaint"), for certification of a single class of defendants, to name the representative of said class of defendants, and to allow the Debtors to subsidize the Class Representative's actual legal fees and costs incurred in defending against the Complaint; due notice of the Motion and the Supplement to the Motion and the relief requested therein and an opportunity to object having been given; and based on the Motion, the Supplement to the Motion, the Memorandum of Law in Support of the Motion, and the responsive motions and briefs filed by counsel for the Putative Class Representative, the arguments of counsel, and the record before the Court,
THE COURT FINDS THAT:
1. The proposed class action complaint satisfies the requirements of Fed.R.Civ.P. 23(a) and (b), as adopted by F.R.Bankr.P. 7023;
2. The proposed class of defendants (the "Class") is so numerous and geographically dispersed that joinder of all members is impracticable;
3. There are questions of law and fact common to all Class members;
4. The defenses of Peter D. Shapiro, the Putative Class Representative, are typical of the defenses of the Class;
5. Peter D. Shapiro (the "Class Representative") will fairly and adequately represent the interests of the Class;
6. The prosecution of separate actions by or against individual members of the Class would create the risk that adjudications with respect to individual members of the Class would as a practical matter be dispositive of the interests of the other members not parties to the adjudications, or may be inconsistent or varying, or substantially impair or impede the ability of Class members to protect their interests;
7. The questions of law and fact common to the members of the Class predominate over any questions currently before the Court affecting only individual members, and a class action is superior to other methods for fair and efficient adjudication of the controversy;
8. The proposed use of estate funds to subsidize the Class Representative's actual legal fees and costs is: 1) reasonable under the circumstances; 2) in the Plaintiffs and the Debtors' exercise of their reasonable business judgment; and 3) will likely reduce the cost the Debtors' estates would ultimately have to bear if each of the Class members' claims were to be litigated individually; and
9. The notice to members of the Class, attached hereto as "Notice Of Class Certification" (the "Notice"), is sufficient under the circumstances to inform them about the Complaint.
THEREFORE, IT IS HEREBY ORDERED THAT:
1. The Motion is granted, except as inconsistent with the terms of this Order.
2. The Class in the Complaint, as amended, is certified as follows: a) all current and former direct or indirect holders of shares of common and/or preferred stock of Dehon, Inc. ("Dehon Stock") who have claims against any of the Debtors arising from the Debtors' obligations to redeem and/or repurchase any such shares, including, but not limited to: (i) any former or current employees of any of the Debtors or the Debtors' affiliates, (ii) any trusts or plans established by any of the Debtors or the Debtors' affiliates to hold any such shares for the benefit of former or current employees of any such Debtors, including, without limitation, those trusts and plans listed on Exhibit A, attached herein to the Notice, (iii) any trustees, administrators, or other fiduciaries of any such plans or trusts that may have standing to assert claims against the Debtors for or on behalf of any current or former holders of Dehon Stock, (iv) any beneficiaries of such trusts or plans; and b) all current and former holders of Dehon Stock who have claims against any of the Debtors arising from the exercise of, or right to exercise, any put or similar option for the redemption and/or repurchase of any such Dehon Stock before the Petition Date.
3. The Class is certified under Fed.R.Civ.P. 23(a) and 23(b)(1). Accordingly, no member of the Class shall be permitted to opt out of the Class, and each and every member of the Class shall be bound by all orders or judgments of this Court in this adversary proceeding. At any time during the proceedings, the Court may, upon motion or sua sponte, exercise its discretion under Fed.R.Civ.P. 23(c) and (d) to decertify the Class, create sub-classes, remove or replace the Class Representative, or otherwise condition the conduct of this adversary proceeding in order to fairly and adequately protect the rights of the Class members.
4. The Plan Administrator is hereby substituted for the Committee as the Plaintiff in this adversary proceeding. The Plan Administrator's role as Plaintiff in, and his prosecution of, this adversary proceeding shall not subject him to any liability, fine, penalty, and/or claim or be deemed to be a breach of any of his duties or obligations as the plan administrator or fiduciary of the Debtors' Employee Stock Ownership Plan or other stock, pension and/or retirement plans, whether or not qualified under the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.
5. Peter D. Shapiro is appointed as the Class Representative, and the law firm of Greenberg Traurig LLP (the "Class Counsel") is authorized to act as counsel for the Class Representative.
6. The Debtors are authorized to utilize estate funds to pay Class Counsel for legal fees and costs incurred by the Class Representative, provided that such fees and costs are allowed by this Court upon fee applications that satisfy the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Massachusetts Bankruptcy Local Rules ("MBLR"), including, without limitation, MBLR 2016-1 and applicable case law in this District.
7. Plaintiff shall forthwith provide notice, by first class mail, to every ascertainable member of the Class that filed a Proof of Claim, according to the records of the Claims Agent appointed in the Debtors' cases, in the form attached hereto as Notice, which form of notice is hereby approved; and Plaintiff shall within 20 days thereafter file a certificate of such service.
CLASS ACTION COMPLAINT NOTICE OF CLASS CERTIFICATION
PLEASE TAKE NOTICE THAT:
1. On September 10, 2003 the United States Bankruptcy Court for the District of Massachusetts, Western Division, (the "Bankruptcy Court") entered an order (the "Order") certifying a class of defendants (the "Class") in the above referenced class action brought by the Plan Administrator of Dehon, Inc. (the "Plan Administrator") in the above-referenced Debtors' cases under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). You are receiving this notice because, according to the Debtors' records, you hold a Stock Repurchase Claim (as defined in Paragraph 3 below) and, therefore, are a member of the Class of defendants in this proceeding.
2. The Class consists of: (a) all current and former direct or indirect holders of shares of common and/or preferred stock of Dehon, Inc. ("Dehon Stock") who have claims against any of the Debtors arising from the Debtors' obligation to redeem and/or repurchase any such shares, including, but not limited to, (i) any former or current employees of any of the Debtors or the Debtors' affiliates, (ii) any trusts or plans established by any of the Debtors or the Debtors' affiliates to hold any such shares for the benefit of former or current employees of any such Debtors, including, without limitation, those trusts and plans listed onExhibit A hereto (the "Stock Plans"), (iii) any trustees, administrators or other fiduciaries of any such plans or trusts that may have standing to assert claims against the Debtors for or on behalf of any current or former holders of Dehon Stock, (iv) any beneficiaries of such trusts or plans; and (b) all current or former holders of Dehon Stock who have claims against any of the Debtors arising from the exercise of, or right to exercise, any put or similar option for the redemption and/or repurchase of any such Dehon Stock before the Petition Date.
3. In its complaint, the Plan Administrator seeks to subordinate the claims of Class members against one or more Debtors arising from the alleged obligations of Dehon, Inc. (f/k/a Arthur D. Little, Inc.)("Dehon") to repurchase or redeem shares of Dehon Stock that were put to Dehon by members of the Class or for which members of the Class may have the right under the terms of a Stock Plan to put to Dehon (collectively, the "Stock Repurchase Claims"). If the Plan Administrator prevails in the complaint, the Stock Repurchase Claims will be subordinated to general unsecured non — priority claims against the Debtors (the "General Unsecured Claims"). This means that members of the Class would not receive any distributions in connection with the Stock Repurchase Claims unless and until holders of allowed General Unsecured Claims are paid in full. If, on the other hand, the Class prevails, the Stock Repurchase Claims will be treated as having equal priority with the General Unsecured Claims for purposes of any distributions under the plan of liquidation. THE COMPLAINT DOES NOT SEEK A DETERMINATION OF THE VALIDITY OF THE STOCK REPURCHASE CLAIMS BUT ONLY SEEKS A DETERMINATION OF THE PRIORITY THAT SUCH CLAIMS SHOULD BE AFFORDED UNDER THE BANKRUPTCY CODE.
4. The Bankruptcy Court has approved certification of the Class under Federal Rule of Civil Procedure 23(a) and 23(b)(1), as adopted by Federal Rule of Bankruptcy Procedure 7023. Accordingly, no member of the Class will be permitted to opt out of the Class and each and every member of the Class will be bound by any and all orders and judgments of the Bankruptcy Court in this adversary proceeding.
5. The representative of the Class (the "Class Representative") is Peter D. Shapiro, or any successor thereof. Counsel to the Class Representative and on behalf of the entire Class is the law firm of Greenberg Traurig LLP, One International Place, 3rd Floor, Boston, Massachusetts 02110, Annapoorni R. Sankaran, Esq.
4. The deadline for the Class Representative to answer or otherwise respond to the Plan Administrator's complaint is October 24, 2003. The Class Representative will answer the Complaint on behalf of the entire Class. You do not have to appear or file any pleadings in response to the Complaint.
5. All pleadings filed in this adversary proceeding are available for inspection at the Clerk's Office of the United States Bankruptcy for the District Massachusetts. Western Division, Donahue Federal Building, 595 Main Street, Worcester, Massachusetts, 01608, on business days from 8:30 a.m. until 4:30 p.m. You may also contact the Class Representative or his counsel if you have any questions.