Wolford

dissenting:

I am by no means convinced on the record before us that under no circumstances could Wolford materially profit by an adjustment downward of the fees payable to the attorneys representing the class of which Wolford is a member. Nor am I reasonably certain that Wolford would be called upon to pay were there an upward adjustment of fees.

We should remand the case to the district court to permit it to examine the standing of Wolford at some length. These positions are in no way dependent upon an analysis that would impute standing to Wolford because of her general interest in the manner in which fees are set in class actions. Arguably, a class member always retains an interest in attorney fees, even when her claims have been met in full. Indeed, it could be argued that only at that point does her objectivity become unchallengeable. I do not push the point in this direction, however.

I do remain puzzled, however. While the whiff of money being distributed unfairly may be offensive to some class members, even when not otherwise affected, we do apparently assume that its gentle stench no where rivals that of bad air or loud noises to adjoining neighbors.

Opinion by Judge THOMPSON; Dissent by Judge SNEED.

First Capital Holdings Corporation (FCH), through its subsidiaries, issued annuities and life insurance policies to over 500,-000 policyholders. Shearson Lehman Brothers, a wholly-owned subsidiary of Shearson Lehman Brothers Holdings, which is a wholly-owned subsidiary of American Express Company, issued many of the policies. In Máy 1991, FCH fell victim to the crash of the junk bond market. A class action suit followed, pitting policyholders against numerous defendants involved in issuing or selling the policies, including Shearson Lehman Brothers and its parent companies.

*30 The district court approved a settlement of the lawsuit. Under the terms of the settlement, policyholders could reinstate policies they had terminated, regain entitlement to full annuity payments and death benefits as provided in their policies, and recover all charges they had paid as a result of early surrender. The economic value of the settlement was at least $100 million.

In a separately negotiated part of the settlement, the defendants agreed to pay $8 million in attorney fees to the attorneys representing the class. The district court approved the…