Alshuler

In this first of two related cases 1 arising out of the failure of the Imperial Savings Association, we must decide whether a court-approved settlement of a shareholder derivative suit precludes the receiver from bringing mismanagement claims against former officers and directors.

I

The Federal Deposit Insurance Corporation (“FDIC”), as receiver for failed savings and loan Imperial Savings Association (“ISA”), appeals the district court’s summary *1505 judgment for ISA’s former officers and directors in the FDIC’s actions for negligence and breach of fiduciary duty (the “mismanagement claims”). The district court concluded that claim preclusion barred the FDIC from obtaining judgment against the officers and directors because of a court-approved, class action shareholder derivative suit, Shields v. Thygerson, 2 , which settled shortly before federal regulators seized ISA.

ISA, a San Diego-based savings and loan, was a wholly-owned subsidiary of Imperial Corporation of America (“ICA”), a financial institution holding company. ICA and ISA shared the same board of directors. The Shields settlement resolved consolidated shareholder derivative and federal securities class actions…