U.S. District Judge Gregory M. Sleet of the District of Delaware.

A Delaware federal judge on Monday dismissed a derivative shareholder lawsuit challenging the U.S. government's ability to seize all of the quarterly profits generated by Fannie Mae and Freddie Mac after the companies' bailout in the financial crisis.

U.S. District Judge Gregory M. Sleet of the District of Delaware said that the federal agency created to oversee government-controlled firms was acting within its power in 2012, when it changed the bailout terms, for the third time, to force the companies to pay the U.S. Department of the Treasury quarterly dividends equal to their net worth.

In place since 2013, the so-called “net worth sweep” has allowed the United States to reclaim more than $187 billion in taxpayer funds it spent to bail out the companies at the height of the 2008 financial crisis. Shareholders, however, argued that the revised terms violated Delaware and Virginia corporate law and have allowed the Treasury to scoop up billions of dollars in company profits, while investors received nothing.

In a 15-page memorandum opinion, Sleet said that the net worth sweep was consistent with the Federal Housing Finance Agency's mandate under the Housing and Economic Recovery Act of 2008 to ensure the companies' survival.

“As several other courts have found, the Third Amendment falls squarely within the powers granted to the agency under HERA, because renegotiating dividend agreements, managing debt obligations and ensuring ongoing access to capital are some of the quintessential tasks of reorganizing, operating and preserving a business,” Sleet wrote.

The FHFA, designated as the companies' conservator, is tasked with preserving corporate assets until Fannie and Freddie are able to operate on their own again. The agency still retains control over both firms, which are privately owned but established by a congressional charter.

Fannie is headquartered in Delaware, and Freddie operates its principal place of business out of Virginia. The governance of both firms is dictated by the corporate laws of their home states.

Fannie and Freddie increase liquidity in the mortgage market by buying mortgages from lenders and then packaging them into mortgage-backed securities with guaranteed payment of principal and interest.

Both companies suffered massive losses during the 2008 financial meltdown, leading to the federal takeover. The FHFA took control of the companies in July of that year, initially requiring that taxpayers be repaid with fixed quarterly dividends equal to 10 percent of the government's infusion.

The rules were changed in 2012, sparking lawsuits in Delaware, Washington, D.C., Kentucky and elsewhere.

Under the HERA, federal courts can only review claims for equitable or injunctive relief against the FHFA if the agency is operating outside of its statutory powers. However, the Delaware plaintiffs, David Jacobs and Gary Hindes, argued in court documents that the HERA incorporated state-law restrictions that prevent the agency from taking corporate actions that Fannie and Freddie could not take themselves.

As individual stockholders, they argued that the companies' bylaws amounted to a contract and that the FHFA had “repudiated” the pacts outside of the 18-month window provided by the HERA, creating a boon for the Treasury at the expense of the companies and their investors.

“Treasury and FHFA have both acknowledged that, under this unprecedented structure, Treasury will receive—in perpetuity—any and all profits that Fannie Mae and Freddie Mac earn,” they wrote in the August 2015 complaint. “Thus, it will be impossible for either company to ever have a positive net worth, to ever pay a dividend on account of another class or series of stock, or to ever emerge from conservatorship and return to private market control.”

Sleet on Monday called the plaintiffs' stance “cryptic” and brushed off a “hodgepodge of weaker arguments” that he said lacked support under existing case law.

“Plaintiffs ask the court to equate a violation of a state statute with the act of repudiating a contract, but cite no authority to support their assertion,” he said. “Plaintiffs also cite no authority for the proposition that the agency's failure to comply with the 18-month requirement for repudiating contracts means the agency exceeded its powers to operate the business.”

An attorney for the plaintiffs declined to comment on the ruling, and an attorney for Fannie and Freddie was not immediately available to comment.

Jacobs and Hindes were represented by Myron T. Steele, Michael A. Pittenger, Christopher N. Kelly and Alan R. Silverstein of Potter Anderson & Corroon.

The FHFA, Fannie and Freddie were represented by Howard N. Cayne, Asim Varma and David B. Bergman of Arnold & Porter Kaye Scholer; Jeffrey W. Kilduff and Michael Walsh of O'Melveny & Myers; Michael J. Ciatti and Graciela M. Rodriguez of King & Spalding; and Robert Stearn Jr. and Robert C. Maddox of Richards, Layton & Finger.

The Treasury was represented by David C. Weiss and Jennifer L. Hall of the U.S. Attorney's Office and Chad A. Readler, Diane Kelleher, Thomas D. Zimpleman, Deepthy Kishore and Robert C. Merritt of the U.S. Department of Justice's Civil Division

The case was captioned Jacobs v. Federal Housing Finance Agency.

U.S. District Judge Gregory M. Sleet of the District of Delaware.

A Delaware federal judge on Monday dismissed a derivative shareholder lawsuit challenging the U.S. government's ability to seize all of the quarterly profits generated by Fannie Mae and Freddie Mac after the companies' bailout in the financial crisis.

U.S. District Judge Gregory M. Sleet of the District of Delaware said that the federal agency created to oversee government-controlled firms was acting within its power in 2012, when it changed the bailout terms, for the third time, to force the companies to pay the U.S. Department of the Treasury quarterly dividends equal to their net worth.

In place since 2013, the so-called “net worth sweep” has allowed the United States to reclaim more than $187 billion in taxpayer funds it spent to bail out the companies at the height of the 2008 financial crisis. Shareholders, however, argued that the revised terms violated Delaware and Virginia corporate law and have allowed the Treasury to scoop up billions of dollars in company profits, while investors received nothing.

In a 15-page memorandum opinion, Sleet said that the net worth sweep was consistent with the Federal Housing Finance Agency's mandate under the Housing and Economic Recovery Act of 2008 to ensure the companies' survival.

“As several other courts have found, the Third Amendment falls squarely within the powers granted to the agency under HERA, because renegotiating dividend agreements, managing debt obligations and ensuring ongoing access to capital are some of the quintessential tasks of reorganizing, operating and preserving a business,” Sleet wrote.

The FHFA, designated as the companies' conservator, is tasked with preserving corporate assets until Fannie and Freddie are able to operate on their own again. The agency still retains control over both firms, which are privately owned but established by a congressional charter.

Fannie is headquartered in Delaware, and Freddie operates its principal place of business out of Virginia. The governance of both firms is dictated by the corporate laws of their home states.

Fannie and Freddie increase liquidity in the mortgage market by buying mortgages from lenders and then packaging them into mortgage-backed securities with guaranteed payment of principal and interest.

Both companies suffered massive losses during the 2008 financial meltdown, leading to the federal takeover. The FHFA took control of the companies in July of that year, initially requiring that taxpayers be repaid with fixed quarterly dividends equal to 10 percent of the government's infusion.

The rules were changed in 2012, sparking lawsuits in Delaware, Washington, D.C., Kentucky and elsewhere.

Under the HERA, federal courts can only review claims for equitable or injunctive relief against the FHFA if the agency is operating outside of its statutory powers. However, the Delaware plaintiffs, David Jacobs and Gary Hindes, argued in court documents that the HERA incorporated state-law restrictions that prevent the agency from taking corporate actions that Fannie and Freddie could not take themselves.

As individual stockholders, they argued that the companies' bylaws amounted to a contract and that the FHFA had “repudiated” the pacts outside of the 18-month window provided by the HERA, creating a boon for the Treasury at the expense of the companies and their investors.

“Treasury and FHFA have both acknowledged that, under this unprecedented structure, Treasury will receive—in perpetuity—any and all profits that Fannie Mae and Freddie Mac earn,” they wrote in the August 2015 complaint. “Thus, it will be impossible for either company to ever have a positive net worth, to ever pay a dividend on account of another class or series of stock, or to ever emerge from conservatorship and return to private market control.”

Sleet on Monday called the plaintiffs' stance “cryptic” and brushed off a “hodgepodge of weaker arguments” that he said lacked support under existing case law.

“Plaintiffs ask the court to equate a violation of a state statute with the act of repudiating a contract, but cite no authority to support their assertion,” he said. “Plaintiffs also cite no authority for the proposition that the agency's failure to comply with the 18-month requirement for repudiating contracts means the agency exceeded its powers to operate the business.”

An attorney for the plaintiffs declined to comment on the ruling, and an attorney for Fannie and Freddie was not immediately available to comment.

Jacobs and Hindes were represented by Myron T. Steele, Michael A. Pittenger, Christopher N. Kelly and Alan R. Silverstein of Potter Anderson & Corroon.

The FHFA, Fannie and Freddie were represented by Howard N. Cayne, Asim Varma and David B. Bergman of Arnold & Porter Kaye Scholer; Jeffrey W. Kilduff and Michael Walsh of O'Melveny & Myers; Michael J. Ciatti and Graciela M. Rodriguez of King & Spalding; and Robert Stearn Jr. and Robert C. Maddox of Richards, Layton & Finger.

The Treasury was represented by David C. Weiss and Jennifer L. Hall of the U.S. Attorney's Office and Chad A. Readler, Diane Kelleher, Thomas D. Zimpleman, Deepthy Kishore and Robert C. Merritt of the U.S. Department of Justice's Civil Division

The case was captioned Jacobs v. Federal Housing Finance Agency.