Case 3:12-cv-00169-AET-LHG Document 338 Filed 05/09/18 Page 1 of 2 PageID: 5679
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE DUCTILE IRON PIPE Civ. No. 12-169 (AET)(LHG) FITTINGS (“DIPF”) INDIRECT PURCHASER ANTITRUST LITIGATION
NOTICE OF MOTION BY INDIRECT PURCHASER PLAINTIFFS FOR AN AWARD OF ATTORNEYS’ FEES, REIMBURSEMENT OF LITIGATION EXPENSES, AND SERVICE AWARDS TO THE CLASS REPRESENTATIVES
PLEASE TAKE NOTICE that on June 13, 2018, or as soon thereafter as
counsel may be heard, Interim Co-Lead Counsel for the indirect purchaser
plaintiffs will move before the Honorable Anne E. Thompson, United States
District Court for the District of New Jersey, Clarkson S. Fisher Building & U.S.
Courthouse, 402 East State Street, Trenton, New Jersey, for an award of attorneys’
fees, reimbursement of litigation expenses, and service awards to the Class
Representatives.
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In support of their motion, the movants will rely upon the accompanying
Memorandum of Law and Exhibits thereto. A proposed Order is filed herewith.
Dated: May 9, 2018 Respectfully submitted,
/s/Robert S. Kitchenoff
David Kovel Lisa J. Rodriguez Elizabeth Brehm SCHNADER HARRISON SEGAL KIRBY MCINERNEY LLP & LEWIS LLP 825 Third Avenue, 16th Floor Woodland Falls Corporate Park New York, NY 10022 220 Lake Drive East, Suite 200 Tel: (212) 317-2300 Cherry Hill, New Jersey 08002-1165 [email protected] Telephone: (856) 482-5741 [email protected] [email protected]
Interim Co-Lead Counsel for Interim Liaison Counsel for Indirect Purchaser Plaintiffs Indirect Purchaser Plaintiffs
Robert S. Kitchenoff Joseph C. Kohn WEINSTEIN KITCHENOFF & William E. Hoese ASHER LLC KOHN, SWIFT & GRAF, P.C. 100 South Broad Street, Suite 705 1600 Market Street, Suite 2500 Philadelphia, PA 19110-1061 Philadelphia, PA 19103215) 238-1700 Tel: (215) 545-7200 [email protected] [email protected] [email protected]
Interim Co-Lead Counsel for Interim Co-Lead Counsel for Indirect Purchaser Plaintiffs Indirect Purchaser Plaintiffs
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UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY ______: IN RE DUCTILE IRON PIPE FITTINGS : Civ. No. 12-169 (AET) (LHG) (“DIPF”) INDIRECT PURCHASER : ANTITRUST LITIGATION : ______:
MEMORANDUM OF LAW IN SUPPORT OF INDIRECT PURCHASER PLAINTIFFS’ MOTION FOR AN AWARD OF ATTORNEYS’ FEES, REIMBURSEMENT OF LITIGATION EXPENSES, AND SERVICE AWARDS TO THE CLASS REPRESENTATIVES
David Kovel Lisa J. Rodriguez Elizabeth Brehm SCHNADER HARRISON SEGAL & KIRBY MCINERNEY LLP LEWIS LLP 825 Third Avenue, 16th Floor Woodland Falls Corporate Complex New York, NY 10022 220 East Lake Drive, Suite 200 Tel: (212) 317-2300 Cherry Hill, NJ 08002 Fax: (212) 751-2540 Tel: (856) 482-5222 Fax: (856) 482-6980 Joseph C. Kohn William E. Hoese Interim Liaison Counsel for Indirect KOHN, SWIFT & GRAF, P.C. Purchaser Plaintiffs 1600 Market Street, Suite 2500 Philadelphia, PA 19103 Tel: (215) 238-1700 Fax: (215) 238-1968
Robert S. Kitchenoff WEINSTEIN KITCHENOFF & ASHER LLC 100 S. Broad Street, Suite 705 Philadelphia, Pa 19110-1061 Tel: (215) 545-7200 Fax: (215) 545-6535
Interim Co-Lead Counsel for Indirect Purchaser Plaintiffs
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TABLE OF CONTENTS
I. INTRODUCTION ...... 1
II. BACKGROUND ...... 3
A. Prosecution Of The Case ...... 3
B. The Settlements And The Combined Settlement Funds ...... 5
C. Notice Regarding The Request For Attorneys’ Fees, Reimbursement Of Expenses, And Service Awards ...... 7
III. THE REQUESTED ATTORNEYS’ FEES ARE REASONABLE ...... 8
A. A Reasonable Percentage Of The Fund Recovered Is The Appropriate Method For Awarding Class Counsel’s Attorneys’ Fees In This Common Fund Settlement ...... 9
B. A Fee Award Of One-Third Of The Settlement Funds Is Fair And Reasonable ...... 11
1. An Award of One-third is Reasonable Based on the Amount of the Settlement Funds and the Number of Entities Benefitted. . 12
2. Analysis of any Potential Objections to the Fee Request is Premature...... 13
3. Class Counsel are Skilled and Efficient Litigators...... 13
4. The Complexity and Duration of the Litigation ...... 14
5. Plaintiffs’ Counsel Faced a Substantial Risk of Nonpayment. . 15
6. Plaintiffs’ Counsel Devoted Thousands of Hours to Prosecuting this Action...... 16
7. One-third of the Settlement Funds is a Typical and Reasonable Fee Award for Cases Like this One...... 17
8. Plaintiffs’ Counsel had to Fully Prosecute the Action to Obtain a Monetary Recovery for the Class Members...... 20
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9. The Requested Fee is Consistent with the Percentage Fee that Would Have Been Negotiated in a Private Contingent Fee Arrangement...... 21
10. The Factor of any Innovative Terms is Neutral...... 22
C. The Lodestar Cross-Check Confirms The Reasonableness Of The Requested Fee ...... 23
1. Class Counsel’s Lodestar is Reasonable...... 24
2. The Presence of a Negative Multiplier Supports the Requested Fee...... 25
IV. PLAINTIFFS’ COUNSEL SHOULD BE REIMBURSED FOR THEIR OUT-OF-POCKET EXPENSES ...... 26
V. THE COURT SHOULD APPROVE CLASS REPRESENTATIVES SERVICE AWARDS ...... 27
VI. CONCLUSION ...... 29
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TABLE OF AUTHORITIES
Page(s)
Cases In re Aetna Inc. Securities Litig., No. CIV. A. MDL 1219, 2001 WL 20928 (E.D. Pa. Jan. 4, 2001) ...... 26
In re AremisSoft Corp. Sec. Litig., 210 F.R.D. 109 (D.N.J. 2002) ...... 19
In re AT&T Corp. Sec. Litig., 455 F.3d 160 (3d Cir. 2006) ...... 10
In re Auto. Refinishing Paint Antitrust Litig., No. 1426, 2008 WL 63269 (E.D. Pa. Jan. 3, 2008) ...... 18
In re Blech Sec. Litig., No. 94 Civ. 7696 (RWS), 2002 WL 31720381 (S.D.N.Y. Dec. 4, 2002) ...... 19
Bradburn Parent Teacher Store, Inc. v. 3M, 513 F. Supp. 2d 322 (E.D. Pa. 2007) ...... 18, 22
Castro v. Sanofi Pasteur Inc., Civ. No. 11-7178, 2017 WL 4776626 (D. N.J. Oct. 23, 2017) ...... 11, 17
Caudle v. Bristow Optical Co., Inc., 224 F.3d 1014 (9th Cir. 2000) ...... 23
In re Cendant Corp. Prides Litig., 243 F.3d 722 (3d Cir. 2001) ...... 14
In re Continental Ill. Sec. Litig., 962 F.2d 566 (7th Cir. 1992) ...... 21
In re Corel Corp. Sec. Litig., 293 F. Supp. 2d 484 (E.D. Pa. 2003) ...... 18, 26
Cullen v. Whitman Medical Corp., 197 F.R.D. 136 (E.D. Pa. 2000) ...... 14
iii {00183041 } Case 3:12-cv-00169-AET-LHG Document 338-1 Filed 05/09/18 Page 5 of 38 PageID: 5685
In re Diet Drugs Prod. Liab. Litig., 582 F.3d 524 (3d Cir. 2009) ...... 10, 11, 12, 23
In re Fasteners Antitrust Litig., No. 08-md-1912, 2014 WL 296954 (E.D. Pa. Jan. 27, 2014) ...... 3, 17, 22
In re Flonase Antitrust Litig., 291 F.R.D. 93 (E.D. Pa. 2013) ...... 15, 18
In re Flonase Antitrust Litig., 951 F. Supp. 2d 739 (E.D. Pa. 2013) ...... 17, 18
In re Gen. Instrument Sec. Litig., 209 F. Supp. 2d 423 (E.D. Pa. 2001) ...... 19
Gunter v. Ridgewood Energy Corp., 223 F.3d 190 (3d Cir. 2000) ...... 11
Hall v. Best Buy Co., 274 F.R.D. 154 (E.D. Pa. 2011) ...... 16
In re Hypodermic Prods. Antitrust Litig., No. 05-1602, ECF 461 (D.N.J. Apr. 10, 2013) ...... 18
In re Ikon Office Solutions, Inc., 194 F.R.D. 166 (E.D. Pa. 2000) ...... 14, 22, 26
In re Ins. Brokerage Antitrust Litig., 579 F.3d 241 (3d Cir. 2009) ...... 10
In re K-Dur Antitrust Litig., No. 01-cv-1652, ECF 1058 (D.N.J. Oct. 5, 2017) ...... 17
Kirsch v. Delta Dental, 534 Fed. Appx. 113 (3d Cir. 2013) ...... 2, 10
In re Linerboard Antitrust Litig., MDL 1261, 2004 WL 1221350 (E.D. Pa. June 2, 2004) ...... passim
Lazy Oil Co. v. Wotco Corp., 95 F. Supp. 2d 290 (W.D. Pa. 1997) ...... 17
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Maley v. Del Global Techs. Corp., 186 F. Supp. 2d 358 (S.D.N.Y. 2002) ...... 19
Marchbanks Truck Serv. v. Comdata Network, Inc., No. 07-1078-JKG, 2014 WL 12738907 (E.D. Pa. July 14, 2014) ...... 3, 12, 18
McGee v. Ann’s Choice, Inc., No. 12-2664, 2014 WL 2514582 (E.D. Pa. June 4, 2014) ...... 28
In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454 (9th Cir. 2000) ...... 19
Mehling v. New York Life Ins. Co., 248 F.R.D. 455 (E.D. Pa. 2008) ...... 22
Meijer, Inc. v. 3M, No. 04-5871, 2006 WL 2382718 (E.D. Pa. Aug. 14, 2006) ...... 26
Menkes v. Stolt-Nielsen S.A., No. 3:03CV00409(DJS), 2011 WL 13234815 (D. Conn. Jan. 25, 2011) ...... 19
In re Merck & Co. Vytorin ERISA Litig., Civ. No. 08-CV-285, 2010 WL 547613 (D.N.J. Feb. 9, 2010) ...... 22
In re Metoprolol Succinate Antitrust Litig., No. 06-52, ECF 193 (D. Del. Feb. 21, 2012) ...... 18
Mohney v. Shelly’s Prime Steak, Stone Crab & Oyster Bar, No. 06 Civ. 4270 (PAC), 2009 WL 5851465 (S.D.N.Y. Mar. 31, 2009) ...... 19
Montague v. Dixie Nat. Life Ins. Co., No. 3:09-00687-JFA, 2011 WL 3626541 (D.S.C. Aug. 17, 2011) ...... 22
In re Motorsports Merch. Antitrust Litig., 112 F. Supp. 2d 1329 (N.D. Ga. 2000) ...... 15
Mylan Pharmaceuticals, Inc. v. Warner Chilcott Public Limited Company, No. 12-3824, 2014 WL 12778314 (E.D. Pa. Sep. 15, 2014) ...... 22
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Mylan Pharms., Inc. v. Warner Chilcott Public Ltd., Co., No. 12-3824, ECF 665 (E.D. Pa. Sept. 15, 2014) ...... 18
In re Neurontin Antitrust Litig., No. 02-1830, ECF 114 (D.N.J. Aug. 6, 2014) ...... 12, 18
Nichols v. SmithKline Beecham Corp., No. Civ.A.00-6222, 2005 WL 950616 (E.D. Pa. April 22, 2005) ...... 26
In re OSB Antitrust Litig., No. 2:06-cv-00826-PD, Order, ECF 947 ...... 13, 21
In re Plastic Tableware Antitrust Litig., No. 94-3564, 1995 WL 723175 (E.D. Pa. Dec. 4, 1995) ...... 28
In re Prudential Ins. Co. Am. Sales Practice Litig. Agent Actions, 148 F.3d 283 (3d Cir. 1998) ...... 11, 24
In re Ravisent Techs., Inc. Sec. Litig., No. Civ.A.00-CV-1014, 2005 WL 906361 (E.D. Pa. Apr. 18, 2005) ...... 19
In re Remeron Direct Purchaser Antitrust Litig., No. Civ. 03-0085, 2005 WL 3008808 (D.N.J. Nov. 9, 2005) ...... 21
In re Rent-Way Sec. Litig., 305 F. Supp. 2d 491 (W.D. Pa. 2003) ...... 16, 26
In re Rite Aid Corp. Securities Litigation, 396 F.3d 294 (3d Cir. 2005) ...... 23, 24, 25
Rochester Drug Co-Operative, Inc. v. Braintree Labs., Inc., No. 1:07-cv-00142, ECF 243 (D. Del. May 31, 2012) ...... 18
Shaw v. Interthinx, Inc., No. 13–cv–01229–REB–NYW, 2015 WL 1867861 (D. Colorado Apr. 21, 2015) ...... 19
In re Southeastern Milk Antitrust Litig., No. 2:07-CV 208, 2013 WL 2155387 (E.D. Tenn. May 17, 2013) ...... 20
Standard Iron Works v. ArcelorMittal, No. 08 C 5214, 2014 WL 7781572 (N.D. Ill. Oct. 22, 2014) ...... 19
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Steele v. Welch, No. 03-6596, 2005 WL 3801469 (E.D. Pa. May 20, 2005) (Baylson, J.) ...... 18
Sullivan v. DB Invs., Inc., 667 F.3d 273 (3d Cir. 2011) ...... 28
In re Tricor Direct Purchaser Antitrust Litig., No. 05-cv-340, 2009 U.S. Dist. LEXIS 133251 (D. Del. April 23, 2009) ...... 18
In re U.S. Foodservice, Inc. Pricing Litig., No. 07-md-01894, ECF 521 (D. Conn. Dec. 9, 2014)...... 19
In re Universal Service Fund Telephone Billing Practices Litigation, No. 02–MD–1468–JWL, 2011 WL 1808038 (D. Kan. May 12, 2011) ...... 19
In re Viropharma Inc. Sec. Litig., No. 12-2714, 2016 WL 312108 (E.D. Pa. Jan. 25, 2016) ...... 11
In re Wellbutrin SR Antitrust Litig., No. 04-5525, 2011 U.S. Dist. LEXIS 158833 (E.D. Pa. Nov. 21, 2011) ...... 18
Rules Fed.R.Civ. P. 23(h) ...... 7, 8, 9
Other Authorities Denise N. Martin, Vinita M. Juneja, Todd S. Foster & Frederick C. Dunbar, Recent Trends IV: What Explains Filings and Settlements in Shareholder Class Actions? 2 STAN. J.L. BUS. & FIN. (1996) ...... 19
Eisenberg & Miller, Attorney Fees in Class Action Settlements: An Empirical Study, J. Empirical Legal Stud. 27 (2004) ...... 21
Report of Third Circuit Task Force: Court Awarded Attorney Fees, 108 F.R.D. 237 (1985) ...... 11
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Report of Third Circuit Task Force: Selection of Class Counsel, 208 F.R.D. 340 (2002) ...... 11
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Indirect Purchaser Plaintiffs (“Plaintiffs”), respectfully move the Court for
an Order: (1) awarding Plaintiffs’ Counsel1 one-third of the $4,071,250 combined
SIGMA Corporation, Star Pipe Products Ltd., and McWane, Inc. settlement funds
as attorneys’ fees; (2) reimbursing Plaintiffs’ Counsel’s $87,270.35 in out-of-
pocket litigation costs and expenses; and (3) awarding each Class Representative a
service award of $15,000 for its contribution to the litigation, to be paid from the
combined settlement funds.
I. INTRODUCTION
During the past seven years, Plaintiffs’ Counsel devoted thousands of hours
and expended tens of thousands of dollars of unreimbursed out-of-pocket expenses
to pursue antitrust claims on behalf of indirect purchasers of ductile iron pipe
fittings (“DIPF”). In broad outline this work encompassed:
Factual and legal research;
Drafting pleadings;
Opposing motions to dismiss;
Merits and expert discovery;
Class certification; and
1 For purposes of this Motion, Plaintiffs’ Counsel include the three firms appointed as Interim Co-Lead Counsel and the firm that was appointed as Interim Liaison Counsel for the indirect purchasers, as well as the other firms representing Plaintiffs that contributed to the prosecution of the litigation. Plaintiffs’ Counsel’s Fee and Expense Declarations and unreported decisions cited herein, are attached to Exhibit 1, Declaration of Robert S. Kitchenoff.
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Settlement.
The success of those efforts is evident in the three settlements negotiated by
Interim Co-Lead Counsel. The settlements were obtained after prolonged and
difficult negotiations with Defendants, each of which had significant resources at
its disposal and was represented by highly capable and experienced counsel. The
work of Interim Co-Lead Counsel is, however, not over. Interim Co-Lead Counsel
will expend hundreds of additional hours preparing for the June 13, 2018 final
approval hearing on the McWane settlement, and overseeing the claims processing
and the distribution of settlement funds to the class member claimants.
Even though Plaintiffs’ Counsel have been litigating the case for years and
settled with two Defendants two years ago, Interim Co-Lead Counsel waited until
the conclusion of the litigation to request an award of attorneys’ fees,
reimbursement of out-of-pocket litigation expenses, and service awards for the
Class Representatives.2 Plaintiffs’ Counsel’s request for a fee award of one-third of
the SIGMA, Star, and McWane settlement funds is reasonable and fully consistent
with the record in the case and the law on fee awards in the Third Circuit. See, e.g.,
Kirsch v. Delta Dental, 534 Fed. Appx. 113, 116 (3d Cir. 2013) (upholding fee of
2 The Court authorized Interim Co-Lead Counsel to use up to $475,000 from the SIGMA and Star settlements to pay for litigation expenses. ECF No. 274, ¶ 21. Not all of this money was expended, and the remainder of $219,473.52 (as of March 31, 2018) will be added to the settlement funds available for distribution.
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“roughly 36% of the District Court’s conservative valuation” of the settlement
value); Marchbanks Truck Serv. v. Comdata Network, Inc., No. 07-1078-JKG,
2014 WL 12738907, at *2-3 (E.D. Pa. July 14, 2014); In re Fasteners Antitrust
Litig., No. 08-md-1912, 2014 WL 296954, at *7 (E.D. Pa. Jan. 27, 2014); see also
§ III.B.7, infra. Moreover, the fee request represents less than 27% of Plaintiffs’
Counsel’s lodestar, based on historical hourly rates, which lodestar was reduced by
Interim Co-Lead Counsel seeking compensation only for time expended from May
10, 2012, the date the Court appointed Interim Co-Lead and Liaison Counsel,
through March 31, 2018, and does not take into account time spent since March 31.
Accordingly, in light of the facts of the case, the result obtained, and the other
factors discussed more fully herein, Plaintiffs respectfully request that the Motion
be granted.
II. BACKGROUND
A. Prosecution Of The Case The history of the litigation is set forth at length in the Memorandum of Law
in Support of Indirect Purchaser Plaintiffs’ Motion for Final Approval of Class
Action Settlement With Defendant McWane, Inc. and Plan of Allocation, which is
being filed concurrently with this Motion. A summary is provided here.
This litigation began in 2012, when Plaintiffs filed lawsuits against SIGMA,
Star, and McWane on behalf of indirect purchasers of DIPF. On May 10, 2012, the
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Court appointed the undersigned law firms to serve as interim co-lead and liaison
counsel for the Plaintiffs.3 The Court also ordered consolidation of the indirect
purchaser actions and instructed Indirect Purchaser Plaintiffs to file a consolidated
amended complaint.4
For seven years, Interim Co-Lead Counsel, along with other law firms
working under their supervision, have devoted 9,414.70 hours developing and
advancing the Plaintiffs’ claims. The work done by Plaintiffs’ Counsel included,
but was not limited to:
Investigating the DIPF industry and working with the Class Representatives to draft and file complaints and amended complaints;
Negotiating with Defendants and coordinating with the Direct Purchaser Plaintiffs on discovery matters and reports to the Court;
Responding to Defendants’ discovery requests (interrogatories and requests for production of documents), negotiating the scope of that discovery, and processing, reviewing, and analyzing document productions from each Class Representative for potential production to Defendants;
Drafting discovery requests directed to third parties, and coordinating that discovery with the Direct Purchaser Plaintiffs;
Reviewing and analyzing the voluminous FTC record, including documents produced by Defendants, trial transcripts and exhibits, briefs, findings of fact and conclusions of law, and opinions by the FTC and courts;
Reviewing and analyzing documents and data produced by Defendants and third parties;
3 ECF No. 58. 4 ECF No. 60.
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Briefing and arguing motions to dismiss;
Briefing and arguing a motion to compel discovery from a third party in another District Court;
Consulting with an expert to develop opinions on antitrust impact and damages for purposes of class certification, summary judgment, and trial;
Preparing for and participating in the depositions of defense and third-party fact witnesses, in coordination with the Direct Purchaser Plaintiffs;
Preparing for and examining the defense expert witness, in coordination with the Direct Purchaser Plaintiffs;
Preparing for and defending the depositions of the Class Representatives;
Preparing for and defending the deposition of Dr. James T. McClave, Plaintiffs’ expert;
Briefing the motion to exclude the opinions of Dr. McClave;
Briefing and arguing the motion for class certification;
Preparing for and attending multiple mediations, which eventually resulted in settlements in principle with all the Defendants; and
Negotiating separate settlements with SIGMA, Star, and McWane; working with Garden City Group to design a notice program and to send notices to the members of the settlement classes and to create and maintain a settlement website; preparing the settlement agreements and the required notices, orders, and preliminary and final approval briefs; and obtaining approval from the Court.
B. The Settlements And The Combined Settlement Funds
After the motions to dismiss were decided and discovery had commenced,
mediations were held with all the Defendants. As a result of the first wave of
mediations the Plaintiffs resolved their claims against SIGMA and Star. The
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settlements, reached separately in June 2015, with SIGMA and Star for $2,005,000
and $641,250, respectively, were granted final approval on June 8, 2016.5
The case against McWane continued, including discovery, the filing of
Plaintiffs’ class certification motion, brief, and expert report and their opposition to
McWane’s motion to exclude Dr. McClave’s opinions. In addition, Interim Co-
Lead Counsel prepared for and defended Dr. McClave’s deposition, and took the
deposition of McWane’s expert.
After another mediation with McWane in December 2016 did not result in a
settlement, Interim Co-Lead Counsel filed the class reply along with the reply
report of their expert. The Court heard argument on the class motion in May 2017.
The Court reserved its decision on the motions, and suggested that it might want to
hear testimony from both sides’ experts before ruling.
In June 2017, the Court sent the parties back to mediation. After two more
attempts, in California in July and in New York City in September, Plaintiffs and
McWane were able to reach a settlement in principle. After further negotiation and
drafting, Plaintiffs and McWane executed a settlement agreement on November
13, 2017, which provides for a payment by McWane of $1,425,000 in exchange for
5 ECF No. 274.
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a release. The Court preliminarily approved the McWane settlement and authorized
the dissemination of class notice on February 27, 2018.6
If the McWane settlement is finally approved, the combined indirect
purchaser settlements will total $4,071,250. This total, plus accrued interest,
constitutes the settlement funds from which Interim Co-Lead Counsel now seek an
award of attorneys’ fees, reimbursement of litigation expenses, and service awards
to the Class Representatives.
C. Notice Regarding The Request For Attorneys’ Fees, Reimbursement Of Litigation Expenses, And Service Awards In its Order granting preliminary approval, the Court authorized the
dissemination of notice to the members of the settlement class (the “Notice”) .7 As
required by Fed. R. Civ. P. 23(h), the Notice informed members of all the
settlement classes that Interim Co-Lead Counsel would request attorneys’ fees,
reimbursement of litigation expenses, and service awards for the Class
Representatives, and explained how class members could object to any of the
requests, as follows:
17. How Will The Lawyers Be Paid?
You are not personally responsible for payment of attorneys’ fees or expenses for Class Counsel. Class Counsel for the indirect purchasers will ask the Court for an award of attorneys’ fees of up to 1/3 (33.33%) of the total McWane, SIGMA, and Star Settlement Funds of $4,071,250
6 ECF No. 335. 7 The Notice is attached as Exhibit 2.
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and for reimbursement of litigation expenses. In addition, Class Counsel will ask the Court to approve service awards of $15,000 to each of the eight Class Representatives for their services representing the classes. All awards of attorneys’ fees, reimbursement of expenses, and service awards will be paid from the total Settlement Fund after the Court approves them.8
On pages 9-10 of the Notice, class members were informed that they could
“object if you do not like any part the McWane Settlement, or if you disagree with the Plan of Allocation or any part of Class Counsel’s Request for an Award of Attorneys’ Fees, Reimbursement of Expenses, and Service Awards for the Class Representatives. You should give reasons for your objections… If you are in either the SIGMA or Star class, you can object to the Request for an Award of Attorneys’ Fees, Reimbursement of Expenses, and Service Awards for the Class Representatives.”
The Notice goes on to describe the procedure and deadline for any objection. Id.
at 9-10.
No objections have been received as of the date of the filing of this Motion.
The deadline for objections is May 23, 2018, however, and Interim Co-Lead
Counsel will provide the Court with a final report on any objections and responses
thereto on or before June 6, 2018.
III. THE REQUESTED ATTORNEYS’ FEES ARE REASONABLE
Rule 23(h) of the Federal Rules of Civil Procedure provides that “[i]n a
certified class action, the court may award reasonable attorney’s fees and
8 Notice, p. 9.
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nontaxable costs that are authorized by law or by the parties’ agreement.” As
discussed above, Plaintiffs’ Counsel have complied with the requirements of Rule
23(h) (1) and (2), which provides for notice to the class of the attorneys’ fee
request and an opportunity to object. Thus, what remains for the Court to
determine is whether the requested fee is reasonable and fair to the class members
and Plaintiffs’ Counsel under the circumstances.
Plaintiffs’ Counsel respectfully request an award of attorneys’ fees of one-
third of the $4,071,250 combined SIGMA, Star, and McWane settlement funds.
Plaintiffs’ Counsel’s fee request is reasonable and consistent with fee awards in
this Circuit, particularly in light of the length and complexity of this case, the
nature and extent of Plaintiffs’ Counsel’s efforts in litigating the case and, in the
end, negotiating substantial settlements, and the litigation risks assumed.
Moreover, cross-checking the fee requested against Plaintiffs’ Counsel’s lodestar
of $5,098,360.75 (based upon historical rates) shows that the requested fee is much
less than the lodestar, which also supports its reasonableness.
A. A Reasonable Percentage Of The Fund Recovered Is The Appropriate Method For Awarding Class Counsel’s Attorneys’ Fees In This Common Fund Settlement
Courts have long recognized that “a litigant or a lawyer who recovers a
common fund for the benefit of persons other than himself or his client is entitled to
a reasonable attorney's fee from the fund as a whole.” Boeing Co. v. Van Gemert,
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444 U.S. 472, 478 (1980) See also Vincent v. Hughes Air West, Inc., 557 F.2d 759,
769 (9th Cir. 1977) (“a private plaintiff, or his attorney, whose efforts create,
discover, increase or preserve a fund to which others also have a claim is entitled to
recover from the fund the costs of his litigation, including attorneys’ fees”). Accord
Trustees v. Greenough, 105 U.S. 527 (1881); Sprague v. Ticonic Nat’l Bank, 307
U.S. 161, 165-67 (1939); Mills v. Electric Auto-Lite Co., 396 U.S. 375 (1970); In re
GMC Pick-Up Truck Fuel Tank Prods. Liab. Litig., 55 F.3d 768, 820 n.39 (3d Cir.
1995); In re Cendant Corp. Sec. Litig., 404 F.3d 173, 187 (3d Cir. 2005). Courts
have consistently approved the compensation of counsel from a common fund
because “those who benefit from the creation of the fund should share the wealth
with the lawyers whose skill and effort helped create it.” In re Washington Pub.
Power Supply Sys. Sec. Litig., 19 F.3d 1291, 1300 (9th Cir. 1994).
In this Circuit, district courts have discretion to award fees in common fund
cases based on either the percentage-of-the-fund method or the lodestar/multiplier
method. In re Diet Drugs Prod. Liab. Litig., 582 F.3d 524, 539 (3d Cir. 2009); In
re AT&T Corp. Sec. Litig., 455 F.3d 160, 164 (3d Cir. 2006). The percentage-of-
the-fund method is preferred in this Circuit and would be properly applied here.
See, e.g., Kirsch, 534 Fed. Appx. at 115; In re Ins. Brokerage Antitrust Litig., 579
10 {00183041 } Case 3:12-cv-00169-AET-LHG Document 338-1 Filed 05/09/18 Page 20 of 38 PageID: 5700
F.3d 241, 280 (3d Cir. 2009); Diet Drugs, 582 F.3d at 540; In re Prudential Ins.
Co. Am. Sales Practice Litig. Agent Actions, 148 F.3d 283, 333 (3d Cir. 1998).9
B. A Fee Award Of One-Third Of The Settlement Funds Is Fair And Reasonable In determining what constitutes a reasonable percentage fee award, a district
court should consider the ten factors identified by the Third Circuit in Gunter v.
Ridgewood Energy Corp., 223 F.3d 190 (3d Cir. 2000), and Prudential, 148 F.3d at
283. As the Third Circuit explained in Diet Drugs, the Gunter/Prudential factors
are:
(1) the size of the fund created and the number of beneficiaries, (2) the presence or absence of substantial objections by members of the class to the settlement terms and/or fees requested by counsel, (3) the skill and efficiency of the attorneys involved, (4) the complexity and dura- tion of the litigation, (5) the risk of nonpayment, (6) the amount of time devoted to the case by plaintiffs’ counsel, (7) the awards in similar cases, (8) the value of benefits attributable to the efforts of class counsel
9 See also Report of Third Circuit Task Force: Court Awarded Attorney Fees, 108 F.R.D. 237, 255-56 (1985); Report of Third Circuit Task Force: Selection of Class Counsel, 208 F.R.D. 340, 355 (2002) (“A percentage fee, tailored to the realities of the particular case, remains superior to any other means of determining a reasonable fee for class counsel.”); Castro v. Sanofi Pasteur Inc., 2017 WL 4776626, at *7 (D. N.J. Oct. 23, 2017) (“In common fund cases such as this one, attorneys’ fees are typically awarded through the percentage-of-recovery method.”); In re Viropharma Inc. Sec. Litig., No. 12-2714, 2016 WL 312108, at *15 (E.D. Pa. Jan. 25, 2016) (“The percentage-of-recovery method is ‘generally favored’ in cases involving a settlement that creates a common fund.”); In re Linerboard Antitrust Litig., MDL 1261, 2004 WL 1221350, at *3 (E.D. Pa. June 2, 2004) (“the percentage of recovery method is the proper one to calculate attorneys’ fees.”); Manual for Complex Litigation, Fourth, § 14.121 (2004) (reporting that “the vast majority of courts of appeals now permit or direct district courts to use the percentage-fee method in common-fund cases”).
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relative to the efforts of other groups, such as government agencies con- ducting investigations, (9) the percentage fee that would have been ne- gotiated had the case been subject to a private contingent fee arrange- ment at the time counsel was retained, and (10) any innovative terms of settlement.
582 F.3d at 541 (internal citations omitted). Consideration of these factors
demonstrates that Plaintiffs’ Counsel’s request for one-third of the settlement funds
as a fee award is reasonable.
1. An Award of One-Third is Reasonable Based on the Amount of the Settlement Funds and the Number of Entities Benefitted. The total recovery achieved in this case - over $4,000,000 - is substantial,
particularly in light of the complexity, duration, and expense of ongoing litigation
and the number of class members who may participate. A one-third fee is routinely
awarded for settlement funds of much larger size.10 As discussed later,
establishing liability and damages at trial and securing recovery for the class
members would have been risky and uncertain, and at the time of the settlement
with McWane, Plaintiffs also faced uncertainty as to whether the Court would
grant their class motion or McWane’s motion to exclude the opinions of Plaintiffs’
damages expert. This factor weighs in favor of the requested fee award.
10 See, e.g., In re Neurontin Antitrust Litig., No. 02-1830, ECF 114 (D.N.J. Aug. 6, 2014) (awarding one-third fee of $191 million settlement); Marchbanks Truck Serv. v. Comdata Network, Inc., 2014 WL 12738907 (E.D. Pa. July 14, 2014) (awarding requested one-third of $130 million settlement fund).
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2. Analysis of any Potential Objections to the Fee Request is Premature.
As set forth above, the Notice advised class members that Interim Co-Lead
Counsel would apply for an award of attorneys’ fees of up to one-third of the
settlement funds, reimbursement of expenses, and service awards for the Class
Representatives. It also advised class members that they could object to these
requests, and provided instructions on how to do so. Because the deadline for
objections is May 23, 2018, if there are any objections Interim Co-Lead Counsel
will address them in their responsive filing due on June 6, 2018. No objections
have been filed to date.
3. Class Counsel are Skilled and Efficient Litigators. Plaintiffs’ Counsel are highly experienced in litigating complex class action
antitrust cases. Plaintiffs’ Counsel’s built the necessary evidentiary record in this
case for class certification, impact, and damages to the indirect purchasers, and
ultimately were able to settle the claims for over $4,000,000. The last part is the
most important, because in the end, “[t]he result achieved is the clearest reflection
of petitioners’ skill and expertise.” Linerboard, 2004 WL 1221350, at *5.11 Here,
11 See also In re OSB Antitrust Litig., No. 2:06-cv-00826-PD, Order, ECF 947 at *5 (E.D. Pa. Dec. 9, 2008) (“‘[T]he most significant factor [in evaluating claims for counsel fees] . . . is the quality of representation, as measured by the quality of the result achieved, the difficulties faced, the speed and efficiency of the recovery, the standing, experience and expertise of the counsel, the skill and professionalism with which counsel prosecuted the case and the performance and quality of 13 {00183041 } Case 3:12-cv-00169-AET-LHG Document 338-1 Filed 05/09/18 Page 23 of 38 PageID: 5703
the recovery achieved is substantial, thus further evidencing the skill and efficiency
of Plaintiffs’ Counsel. This result was achieved in the face of a vigorous defense
by Defendants, especially McWane, all of which were represented by skilled
counsel at some of the leading defense firms in the United States. Accordingly, this
factor weighs in favor of the requested fee award.
4. The Complexity and Duration of the Litigation “[C]omplex and/or novel legal issues, extensive discovery, acrimonious
litigation, and tens of thousands of hours spent on the case by class counsel” are
the “factors which increase the complexity of class litigation.” In re Cendant Corp.
Prides Litig., 243 F.3d 722, 741 (3d Cir. 2001). This case involved extensive
efforts by Plaintiffs’ Counsel (and this Court) over years, as reflected in the
hundreds of entries on the docket.
During the course of the action, Plaintiffs were faced with several rounds of
amending the pleadings and intense briefing, including motions to dismiss, for
class certification, and to exclude the expert opinions of Plaintiffs’ econometrician,
Dr. James T. McClave. Interim Co-Lead Counsel prepared for and presented
arguments before the Court on those motions. Moreover, the parties completed
opposing counsel.’”) (quoting In re Ikon Office Solutions, Inc., 194 F.R.D. 166, 194 (E.D. Pa. 2000)); Cullen v. Whitman Medical Corp., 197 F.R.D. 136, 149 (E.D. Pa. 2000) (“[t]he single clearest factor reflecting the quality of class counsel’s services to the class are the results obtained.”).
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merits and expert discovery, which included production of hundreds of thousands
of pages of documents from Defendants, Plaintiffs, and third parties, the
production by Plaintiffs of their expert’s reports, and numerous depositions of fact
and expert witnesses.
As to the complexity of the case, “‘[a]n antitrust class action is arguably the
most complex action to prosecute. . . The legal and factual issues involved are
always numerous and uncertain in outcome.’” Linerboard, 2004 WL 1221350, at
*10 (quoting In re Motorsports Merch. Antitrust Litig., 112 F. Supp. 2d 1329, 1337
(N.D. Ga. 2000)). This case is no exception. Regarding duration, the case, now
pending for seven years, could continue for substantial additional time if it were to
go to trial. Accordingly, this factor weighs in favor of finding the fee request
reasonable.
5. Plaintiffs’ Counsel Faced a Substantial Risk of Nonpayment. Plaintiffs’ Counsel undertook this case on a wholly contingent basis and ran
a substantial risk of nonpayment of attorneys’ fees or recovery of the out-of-pocket
money expended for litigation expenses. Plaintiffs’ Counsel have devoted a great
deal of time and resources to this case for seven years, while deferring all
compensation for their time during that lengthy period (and risking receipt of little
or no compensation if the case was not litigated to a successful conclusion). See In
re Flonase Antitrust Litig., 291 F.R.D. 93, 104 (E.D. Pa. 2013) (“Flonase Indirect
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Purchasers”) (“as a contingent fee case, counsel faced a risk of nonpayment in the
event of an unsuccessful trial. Throughout this lengthy litigation, class counsel
have not received any payment. This factor supports approval of the requested
fee.”).12 Plaintiffs’ Counsel also advanced $87,270.35 in costs and expenses to
prosecute the litigation,13 which would not be reimbursed absent a successful
result. See In re Rent-Way Sec. Litig., 305 F. Supp. 2d 491, 516 (W.D. Pa. 2003)
(“Aside from investing their time, counsel had to front copious sums of money . . .
Thus, the risks that counsel incurred in prosecuting this case were substantial and
further support the requested fee award.”). Accordingly, this factor weighs in favor
of the requested fee award.
6. Plaintiffs’ Counsel Devoted Thousands of Hours to Prosecuting this Action. Plaintiffs’ Counsel devoted considerable time and effort to prosecuting the
Plaintiffs’ claims. As set forth in the Declarations submitted with this Motion,
attached as Exhibit 1, from May 10, 2012 (the date the Court appointed Interim
Co-Lead and Liaison Counsel) through March 31, 2018, Plaintiffs’ Counsel
devoted 9,414.70 hours to prosecuting this case, resulting in a total lodestar using
12 See also Hall v. Best Buy Co., 274 F.R.D. 154, 173 (E.D. Pa. 2011) (“while this case has been pending, Class Counsel have not received any payment, and, by proceeding on a contingent-fee basis, ran substantial risk of nonpayment….”). 13 The amount of unreimbursed costs and expenses for each firm are set out in the Declarations attached as Exhibit 1.
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historical billing rates of $5,098,360.75. Plaintiffs’ Counsel could have spent those
hours litigating other matters, which counsels in favor of awarding the requested
fee. See, e.g., In re Flonase Antitrust Litigation, 951 F. Supp. 2d 739, 748 (E.D. Pa.
2013) (“Flonase Direct Purchasers”) (finding factor weighed in favor of 33% fee
award); Lazy Oil Co. v. Wotco Corp., 95 F. Supp. 2d 290, 323 (W.D. Pa. 1997)
(“In addition to noting the vast amount of work which was required in prosecuting
this case, we also note Class Counsel’s representation that their involvement in this
litigation required them to abstain from working on other matters.”).
7. One-third of the Settlement Funds is a Typical and Reasonable Fee Award for Cases Like this One.
The law is well-established that a one-third fee is typical, reasonable, and
justified by extensive authority from courts in this Circuit. See, e.g., Castro v.
Sanofi Pasteur Inc., No. 11-7178 (JMV)(MAH), 2017 WL 4776626, at *9 (D. N.J.
Oct. 23, 2017) (“The one-third fee is within the range of fees typically awarded
within the Third Circuit through the percentage-of-recovery method; the Circuit
has observed that fee awards generally range from 19% to 45% of the settlement
fund…Thus, the requested fee in this matter [of one-third of the settlement fund] is
within the normal range.” (internal citation omitted)); In re K-Dur Antitrust Litig.,
No. 01-cv-1652, ECF 1058 (D.N.J. Oct. 5, 2017) (awarding 33⅓% of settlement).
See also Fasteners, 2014 WL 296954, at *7 (“Counsel’s request for one third of
the settlement fund is consistent with other direct purchaser antitrust actions.”)
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(internal citation omitted); Flonase Direct Purchasers, 951 F. Supp. 2d at 746, 748
(approving requested one-third of $150 million settlement fund (plus interest), and
noting that “in the last two-and-a-half years, courts in eight direct purchaser
antitrust actions approved one-third fees”); Flonase Indirect Purchasers, 291
F.R.D. at 104 (“A one-third fee award is standard in complex antitrust cases of this
kind.”); Marchbanks Truck Serv., Inc. v. Comdata Network, Inc., 2014 WL
12738907, at *2 (E.D. Pa. July 14, 2014) (“fee awards of one-third of the
settlement amount are commonly awarded in this Circuit”); In re Wellbutrin SR
Antitrust Litig., No. 08-2431, 2011 U.S. Dist. LEXIS 158833, *14-15 (E.D. Pa.
Nov. 21, 2011) (awarding fee of 33⅓% of settlement); In re Auto. Refinishing
Paint Antitrust Litig., MDL Docket No. 1426, 2008 WL 63269, at *1, *8 (E.D. Pa.
Jan. 3, 2008) (same); Bradburn Parent Teacher Store, Inc. v. 3M, 513 F. Supp. 2d
322, 342 (E.D. Pa. 2007) (approving a percentage of recovery of 35%, plus
reimbursement of expenses).14 Moreover, a one-third fee award is consistent with
14 See also Steele v. Welch, No. Civ.A. 03-942, Civ.A. 03-6596, 2005 WL 3801469, at *2 (E.D. Pa. May 20, 2005)(finding requested fee of 33%, plus expenses, to be reasonable); Mylan Pharms., Inc. v. Warner Chilcott Public Ltd., Co., No. 12-3824, 2014 WL 12778314 (E.D. Pa. Sept. 15, 2014) (awarding 33⅓% of settlement); In re Neurontin Antitrust Litig., No. 02-1830 (D.N.J. Aug. 6, 2014) (same); In re Hypodermic Prods. Antitrust Litig., No. 05-1602, ECF 461 (D.N.J. Apr. 10, 2013) (same); Rochester Drug Co-Operative, Inc. v. Braintree Labs., Inc., No. 1:07-cv-00142, ECF 243 (D. Del. May 31, 2012) (same); In re Metoprolol Succinate Antitrust Litig., No. 06-52, ECF 193 (D. Del. Feb. 21, 2012) (same); In re Tricor Direct Purchaser Antitrust Litig., 2009 U.S. Dist. LEXIS 133251, *17 (D. Del. April 23, 2009) (same); In re Corel Corp. Sec. Litig., 293 F. Supp. 2d 18 {00183041 } Case 3:12-cv-00169-AET-LHG Document 338-1 Filed 05/09/18 Page 28 of 38 PageID: 5708
awards nationwide.15 A fee that fully compensates counsel for their time and the
inherent risk posed by contingent antitrust litigation of this magnitude and
484, 497-98 (E.D. Pa. 2003) (awarding 331/3% of settlement fund and noting, “[t]his District has observed that fee awards frequently range between nineteen and forty-five percent of the common fund.”); In re Ravisent Techs., Inc. Sec. Litig., No. Civ.A.00-CV-1014, 2005 WL 906361, at *11 (E.D. Pa. Apr. 18, 2005) (“courts within this Circuit have typically awarded attorneys’ fees of 30% to 35% of the recovery, plus expenses”); In re AremisSoft Corp. Sec. Litig., 210 F.R.D. 109, 134 (D.N.J. 2002) (“Scores of cases exist where fees were awarded in the one-third to one-half of the settlement fund.”) (citations omitted); In re Gen. Instrument Sec. Litig., 209 F. Supp. 2d 423, 433-34 (E.D. Pa. 2001) (approving one-third fee request). 15 See, e.g., In re Mego Fin. Corp. Sec. Litig., 213 F.3d 454, 460 (9th Cir. 2000) (affirming award of fees equal to one-third of total recovery); In re U.S. Foodservice, Inc. Pricing Litig., No. 07-md-01894, ECF 521 (D. Conn. Dec. 9, 2014) (attorneys awarded one-third of a $297 million settlement fund); Standard Iron Works v. ArcelorMittal, No. 08 C 5214, 2014 WL 7781572 (N.D. Ill. Oct. 22, 2014) (attorneys awarded 33% of a $163.9 million settlement fund); Shaw v. Interthinx, Inc., No. 13-cv-01229-REB-NYW, 2015 WL 1867861 at *6 (D. Colorado Apr. 22, 2015) (“The customary fee awarded to class counsel in a common fund settlement is approximately one third of the total economic benefit bestowed on the class.”); Menkes v. Stolt-Nielsen S.A., No. 3:03CV00409(DJS), 2011 WL 13234815 (D. Conn. Jan. 25, 2011) (granting fee request of 33⅓ percent of common fund in class action settlement); In re Universal Service Fund Telephone Billing Practices Litigation, No. 02-MD-1468-JWL, 2011 WL 1808038 at *2 (D. Kan. May 12, 2011) (“an award of one-third of the fund falls within the range of awards deemed reasonable by courts”); Mohney v. Shelly’s Prime Steak, Stone Crab & Oyster Bar, No. 06 Civ. 4270(PAC), 2009 WL 5851465, at *5 (S.D.N.Y. Mar. 31, 2009) (holding that “Class Counsel’s request for 33% of the Settlement Fund is typical in class action settlements in the Second Circuit” and collecting cases); Maley v. Del Global Techs. Corp., 186 F. Supp. 2d 358, 369 (S.D.N.Y. 2002) (33.33% fee award); In re Blech Sec. Litig., No., 94 Civ. 7696 (RWS), 2002 WL 31720381, at *1 (S.D.N.Y. Dec. 4, 2002) (finding fee request of 33-1/3% reasonable).
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complexity is also strongly supported by the policies favoring private enforcement
of the antitrust laws.16 This factor supports the requested fee.
8. Plaintiffs’ Counsel Had to Fully Prosecute the Action to Obtain a Monetary Recovery for the Class Members. Although the FTC did bring claims against Defendants and achieved a
partial victory against McWane, which contested the claims, Plaintiffs’ Counsel
nevertheless were forced to fully litigate Plaintiffs’ claims, including significant
issues beyond those involved in the FTC proceeding, such as class certification and
antitrust impact and damages issues (pass-through). The results achieved by the
FTC could not be used as either res judicata or collateral estoppel against
McWane by the private litigants. Further, much of the evidence gathered by the
FTC would not have been admissible at trial and thus had to be recreated,
particularly from third party witnesses whose testimony and data was needed to
prove impact. McWane continued to maintain that its conduct was not illegal and
vigorously contested each and every issue. Plaintiffs had to prove the conduct, that
16 See, e.g., In re Southeastern Milk Antitrust Litig., 2:07-CV-208, 2013 WL 2155387, at *5 (E.D. Tenn. May 17, 2013) (“[F]ailing to fully compensate class counsel for the excellent work done and the various substantial risks taken would undermine society’s interest in the private litigation of antitrust cases. Society’s interests are clearly furthered by the private prosecution of civil cases which further important public policy goals, such as vigorous competition by marketplace competitors… Simply put, anti-competitive conduct such as that alleged in this case would likely go unchallenged absent the willingness of attorneys to undertake the risks associated with such expensive and complex litigation.”).
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the conduct resulted in antitrust injury and damages, and that the damages were
passed through to the indirect purchasers. Further, Plaintiffs’ Counsel sought and
obtained monetary compensation for the damages to the indirect purchasers,
something that was outside of the scope of the FTC proceeding. Therefore, this
factor favors the requested fee.
9. The Requested Fee is Consistent with the Percentage Fee That Would Have Been Negotiated in a Private Contingent Fee Arrangement. “What the market would pay” for fees in a similar litigation is “significant
because…the goal of the fee setting process [is] to ‘determine what the lawyer
would receive if he were selling his services in the market rather than being paid
by Court Order.’” Linerboard, 2004 WL 1221350, at *15 (citing In re Continental
Ill. Sec. Litig., 962 F.2d 566, 568 (7th Cir. 1992)). There is widespread consensus
that “a 33 1/3% contingent fee is [what is] commonly negotiated in the private
market.” OSB, No. 2:06-cv-00826-PD, Order, ECF 947, at *7 (citing Linerboard,
2004 WL 1221350, at *15); see also Eisenberg & Miller, Attorney Fees in Class
Action Settlements: An Empirical Study, 1 J. Empirical Legal Stud. 27 (2004), at 35
(“Substantial empirical evidence indicates that a one-third fee is a common
benchmark in private contingency fee cases.”).17 Indeed, “a one-third contingency
17 Accord In re Remeron Direct Purchaser Antitrust Litig., Civ. No. 03-0085 FSH, 2005 WL 3008808, at *16 (D.N.J. Nov. 9, 2005) (“Attorneys regularly contract for contingent fees between 30% and 40% with their clients in non-class, commercial 21 {00183041 } Case 3:12-cv-00169-AET-LHG Document 338-1 Filed 05/09/18 Page 31 of 38 PageID: 5711
fee arrangement is not out of the ordinary in a complex [antitrust] case like this
one.” Fasteners, 2014 WL 296954, at *7.18 Therefore, this factor weighs in favor
of approval of the fee request.
10. The Factor of any Innovative Terms is Neutral. Plaintiffs claimed that they were injured and damaged by paying too much
for DIPF as a result of Defendants’ antitrust violations. Plaintiffs’ Counsel
obtained money to compensate the class members. No innovative terms were, in
Interim Co-Lead Counsel’s view, necessary. This factor neither weighs in favor of
nor against a decision to award the requested fee. See, e.g., In re Merck & Co.
Vytorin ERISA Litig., Civ.A. No. 08-CV-285, 2010 WL 547613, at *12 (D.N.J.
Feb. 9, 2010) (finding factor neutral when no innovative terms are highlighted).
litigation.”); Montague v. Dixie Nat. Life Ins. Co., No. 3:09-00687-JFA, 2011 WL 3626541, at *3 (D.S.C. Aug. 17, 2011) (“In non-class contingency fee litigation, a 30% to 40% contingency fee is typical.”). 18 See also Mylan Pharms. Inc. v. Warner Chilcott Public Ltd. Co., 2014 WL 12778314, at *7 (“[A] one-third contingency is standard in individual litigation; in antitrust litigation, a higher contingency would be reasonable, given the complexities and risks involved. In these circumstances, the requested 33⅓% fee award is fair and reasonable.”); Mehling v. New York Life Ins. Co., 248 F.R.D. 455, 464 n.18 (E.D. Pa. 2008) (citing Bradburn Parent Teacher Store, Inc., 513 F. Supp. 2d at 340 (finding a fee of 35% to be consistent with private contingent fee arrangements)); In re Ikon, 194 F.R.D. at 194 (“[I]n private contingency fee cases … plaintiffs’ counsel routinely negotiate agreements providing for between thirty and forty percent of any recovery.”).
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In sum, the Prudential/Gunter factors support Plaintiffs’ Counsel’s request
for one-third of the settlement funds as a fee award.
C. The Lodestar Cross-Check Confirms The Reasonableness Of The Requested Fee Courts in the Third Circuit may examine the lodestar calculation as a cross-
check on the percentage fee award. See, e.g., Linerboard, 2004 WL 1221350, at
*4. The cross-check is not designed to be a “full-blown lodestar inquiry,” but
rather an estimation of the value of counsel’s investment in the case. Report of
Third Circuit Task Force, Selection of Class Counsel, 208 F.R.D. 340, 422-23
(2002) (noting that “[t]he lodestar remains difficult and burdensome to apply”); In
re Rite Aid Corp. Securities Litig., 396 F.3d 294, 307 (3d Cir. 2005) (“[T]he
lodestar cross-check does not trump the primary reliance on the percentage of
common fund method”). The Third Circuit recommends the use of the lodestar
cross-check “as a means of assessing whether the percentage-of-recovery award is
too high or too low,” not as a substitute for the percentage-of-the-fund method.
Diet Drugs, 582 F.3d at 545 n.42 (citing Rite Aid, 396 F.3d at 306-07).
The cross-check analysis is a two-step process. First, the lodestar is
determined by multiplying the number of hours reasonably expended by the
reasonable rates requested by the attorneys.19 Second, the court determines the
19 See Caudle v. Bristow Optical Co., Inc., 224 F.3d 1014, 1028 (9th Cir. 2000).
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multiplier required to match the lodestar to the percentage-of-the-fund request
made by counsel, and determines whether the multiplier falls within the accepted
range for such a case. Here, because Plaintiffs’ Counsel are asking for a fee award
that is a fraction of their lodestar, the cross-check confirms that the one-third fee
request is eminently reasonable.
1. Plaintiffs’ Counsel’s Lodestar is Reasonable. Between May 10, 2012 and March 31, 2018 Plaintiffs’ Counsel spent
9,414.70 hours working on this case on behalf of the class.20 As explained above,
the hours were spent on investigation, pleadings, discovery, briefing, oral
argument, working with the expert, and settlement.21 Given this effort, the
complexity of the legal issues involved, and the intensity of the defense mounted
by skillfully-represented Defendants, the number of hours expended by Plaintiffs’
Counsel are reasonable. Further, Interim Co-Lead Counsel excluded from this
request time incurred in this litigation prior to the appointment of Interim Co-Lead
and Liaison Counsel. Last, Interim Co-Lead Counsel have and will be expending
20 Exhibit 1. 21 “The lodestar cross-check calculation need entail neither mathematical precision nor bean-counting. The district courts may rely on summaries submitted by the attorneys and need not review actual billing records.” Rite Aid, 396 F.3d at 306- 307. See also Prudential, 148 F.3d at 341 (finding no abuse of discretion where district court “reli[ed] on time summaries, rather than detailed time records”). Of course, Plaintiffs’ Counsel would make detailed billing records available to the Court in camera upon request.
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substantial additional hours on this litigation to bring it to a close, which are not
included in the current lodestar, and these additional hours should be considered in
evaluating the reasonableness of the fee request.
The historical hourly rates charged by Class Counsel are reasonable based
on each person’s position, experience level, and location. Taking into account the
several factors discussed above, including the result achieved, the complexity and
risk of the litigation, and the skill and experience of counsel, Plaintiffs’ Counsel’s
rates are reasonable and appropriate. These reasonable rates resulted in a total
lodestar of $5,098,360.75.
2. The Presence of a Negative Multiplier Supports the Requested Fee. Courts may increase or decrease the lodestar amount by applying a
multiplier. Consideration of multipliers used in comparable cases may be
appropriate to gauge the reasonableness of a percentage fee award. Rite Aid, 396
F.3d at 307. Here Plaintiffs’ Counsel are not asking for a fee that constitutes a
multiple of their lodestar. Instead, Plaintiffs’ Counsel are requesting a fee award of
one-third of the total settlement funds of $4,071,250, or $1,343,512.50, which is
only 26.62% of the lodestar. Plaintiffs’ Counsel will have a negative multiplier if
the requested fee is awarded. Here, the lodestar cross-check provides additional
confirmation of the reasonableness of the requested fee. Castro, 2017 WL
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4776626, at *9 (“Because the lodestar cross-check results in a negative multiplier,
it provides strong evidence that the requested fee is reasonable.”).
IV. PLAINTIFFS’ COUNSEL SHOULD BE REIMBURSED FOR THEIR OUT-OF-POCKET EXPENSES Plaintiffs also request that the Court authorize reimbursement to Plaintiffs’
Counsel of the reasonable and necessary expenses they advanced to prosecute this
litigation since its inception. “Attorneys who create a common fund for the benefit
of a class are entitled to reimbursement of reasonable litigation expenses from the
fund.” Nichols, 2005 WL 950616, at *24 (quoting In re Aetna Inc. Sec. Litig., No.
CIV. A. MDL 1219, 2001 WL 20928 at *13 (E.D. Pa. Jan. 4, 2001)); see also
Rent-Way, 305 F. Supp. 2d at 519 (“There is no doubt that an attorney who has
created a common fund for the benefit of the class is entitled to reimbursement of
. . . reasonable litigation expenses from that fund.”); In re Corel Corp. Inc. Sec.
Litig., 293 F. Supp. 2d 484, 498 (E.D. Pa. 2003) (same) (quoting Ikon, 194 F.R.D.
at 192).22
22 See also Meijer, Inc. v. 3M, No. 04-5871, 2006 WL 2382718 at *18 (E.D. Pa. Aug. 14, 2006) (granting plaintiffs’ motion for approval of expenses “incurred in connection with the prosecution and settlement of the litigation, and [including] costs related to the following: travel; computerized legal research; copying; postage; telephone and fax; transcripts; retention of a mediator; the document database; expert services; and claims administration.”).
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Since the inception of the case, Plaintiffs’ Counsel have incurred $87,270.35
in unreimbursed expenses.23 The categories of expenses for which reimbursement
is now sought are the type of expenses routinely charged to hourly clients, such as
document management, travel, photocopying, deposition services and transcripts,
and computerized legal research.
V. THE COURT SHOULD APPROVE CLASS REPRESENTATIVE SERVICE AWARDS
Plaintiffs also request approval for a $15,000 service award for each of the
Class Representatives24 to be paid from the combined settlement funds. Such
awards are common in class actions resulting in a common fund for distribution to
the class, because “the class representatives have conferred benefits on all other
class members and they deserve to be compensated accordingly.” Linerboard
23 These expenses are detailed in the Declarations attached as Exhibit 1. The Court previously approved the use of up to $475,000 from the earlier settlements for litigation expenses. A portion was used, mostly to pay Plaintiffs’ expert, and also for mediation and deposition expenses. The $219,473.52 remaining will be added to the settlement funds for distribution. There are additional expenses relating to settlement administration and the claims process that will necessarily be incurred if the Court grants final approval of the McWane settlement. The exact amount will not be known until it is time to complete the distribution. Interim Co-Lead Counsel would seek approval for these expenses when they seek authorization to distribute the settlement funds to class members at the conclusion of the claim submission and evaluation process. 24 The Class Representatives are Yates Construction Co., Inc., Waterline Industries Corp., Wayne County, City of Hallandale Beach, South Huntington Water District, Water District No. 1 of Johnson County, TC Construction Co., and Village of Woodbridge.
27 {00183041 } Case 3:12-cv-00169-AET-LHG Document 338-1 Filed 05/09/18 Page 37 of 38 PageID: 5717
Antitrust Litig., 2004 WL 1221350, at *18. As the Third Circuit has noted, such
awards exist “to compensate named plaintiffs for the services they provided and
the risks they incurred during the course of class action litigation.” Sullivan v. DB
Invs., Inc., 667 F.3d 273, 333 n.65 (3d Cir. 2011) (citation omitted). Factors that
courts consider in determining service awards include the risks to the plaintiffs in
commencing the litigation (financially and otherwise), the extent of the plaintiffs’
personal involvement in the lawsuit, the duration of the litigation, and the
plaintiffs’ personal benefits (or lack thereof) purely in their capacity as members of
the class. McGee v. Ann’s Choice, Inc., No. 12-2664, 2014 WL 2514582, at *3
(E.D. Pa. June 4, 2014) (citing In re Plastic Tableware Antitrust Litig., No. 94-CV-
3564, 1995 WL 723175, at *2 (E.D. Pa. Dec. 4, 1995)).
Here, each of the Class Representatives spent a significant amount of time
assisting in the litigation of this case. Each worked with their attorneys, responded
to written discovery, and produced documents relating to its claims; an individual
representing each Class Representative was examined at deposition by defense
counsel regarding its claims; and each was kept appraised of the status of the
litigation and the proposed settlements. The Class Representatives took on this
risk and responsibility, on behalf of the entire class, even though their claims were
not large. The requested service awards are reasonable given the amount of effort
the Class Representatives expended to benefit the class members.
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VI. CONCLUSION For the reasons discussed herein, Plaintiffs respectfully request that the
Court: (1) award Plaintiffs’ Counsel one-third of the combined settlement funds as
attorneys’ fees; (2) order reimbursement of litigation expenses incurred by
Plaintiffs’ Counsel in the amount of $87,270.35; and (3) award each Class
Representative a service award of $15,000.
Dated: May 9, 2018 Respectfully submitted,
/s/Robert S. Kitchenoff
David Kovel Lisa J. Rodriguez Elizabeth Brehm SCHNADER HARRISON SEGAL KIRBY MCINERNEY LLP & LEWIS LLP 825 Third Avenue, 16th Floor Woodland Falls Corporate Park New York, NY 10022 220 Lake Drive East, Suite 200 Tel: (212) 317-2300 Cherry Hill, New Jersey 08002-1165 [email protected] Telephone: (856) 482-5741 [email protected] [email protected]
Interim Co-Lead Counsel for Interim Liaison Counsel for Indirect Purchaser Plaintiffs Indirect Purchaser Plaintiffs
Robert S. Kitchenoff Joseph C. Kohn WEINSTEIN KITCHENOFF & William E. Hoese ASHER LLC KOHN, SWIFT & GRAF, P.C. 100 South Broad Street, Suite 705 1600 Market Street, Suite 2500 Philadelphia, PA 19110-1061 Philadelphia, PA 19103215) 238-1700 Tel: (215) 545-7200 [email protected] [email protected] [email protected]
Interim Co-Lead Counsel for Interim Co-Lead Counsel for Indirect Purchaser Plaintiffs Indirect Purchaser Plaintiffs
29 {00183041 } Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 1 of 383 PageID: 5719
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE DUCTILE IRON PIPE FITTINGS Civ No. 12-169 (AET) (LHG) (“DIPF”) INDIRECT PURCHASER ANTITRUST LITIGATION
DECLARATION OF ROBERT S. KITCHENOFF IN SUPPORT OF INDIRECT PURCHASER PLAINTIFFS’ MOTION FOR AN AWARD OF ATTORNEYS’ FEES, REIMBURSEMENT OF LITIGATION EXPENSES, AND SERVICE AWARDS TO THE CLASS REPRESENTATIVES
I, Robert S. Kitchenoff, declare and state as follows:
1. I am a member of Weinstein Kitchenoff & Asher LLC. I am admitted
to practice in the Courts of the State of New Jersey, and am a member of the bar of
this Court.
2. I submit this declaration in support of Indirect Purchaser Plaintiffs’
Motion For An Award of Attorneys’ Fees, Reimbursement of Litigation Expenses,
and Service Awards to the Class Representatives (the “Fee Motion”). I have personal
knowledge of the matters set forth in this declaration, and, if called as a witness
could and would testify competently thereto.
3. The Court appointed me to serve as one of the Interim Co-Lead Counsel
in this litigation (ECF 233), and as Settlement Class Counsel in connection with the
McWane settlement (ECF 335) and the Sigma and Star settlements (ECF 274). Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 2 of 383 PageID: 5720
4. In support of the Fee Motion, Plaintiffs cite certain unpublished
decisions from this District, from other district courts in this Circuit, and one opinion
from the District of Connecticut. Plaintiffs provide true copies of these unpublished
opinions, as follows:
Exhibit A: In re Hypodermic Products Antitrust Litigation, Master Docket No. 05-cv-1602 (JLL/MAH) (ECF 461) (D.N.J. April 10, 2013); Exhibit B: In re K-Dur Antitrust Litigation, Civil Action No. 01-cv- 1652 (SRC) (CLW) (ECF 1058) (D.N.J. Oct. 5, 2017); Exhibit C: In re Neurontin Antitrust Litigation, Civil Action No. 02- 1830 (ECF 114) (D.N.J Aug. 6, 2014); Exhibit D: In re Metoprolol Succinate Antitrust Litigation, Civil Action No. 06-52-MPT (ECF 193) (D. Del. Jan. 11. 2012); Exhibit E: Rochester Drug Co-Operative, Inc. v. Braintree Laboratories, Inc., C.A. No. 07-142-SLR (ECF 243) (D. Del. May 31, 2012); Exhibit F: In re OSB Antitrust Litigation, Master File No. 06-826 (ECF 947) (E.D. Pa. Dec. 9, 2008); Exhibit G: In re U.S. Foodservice, Inc. Pricing Litigation, Case No. 3:07-md-1894 (AWT) (ECF 521) (D. Conn. Dec. 9, 2014). 5. In support of the Fee Motion, each firm that is seeking reimbursement
of litigation expenses and to share in any award of attorneys’ fees prepared a
declaration explaining what its employees did in connection with the litigation, a
biography of their firm, a breakout of the hours expended, by year, for each attorney
of the firm, and listing of expenses advanced on behalf of the class.
6. This chart summarizes the lodestar and expenses of all firms seeking
compensation in this Motion: Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 3 of 383 PageID: 5721
7. Attached hereto is a correct copy of the declaration and related exhibits
for each firm seeking compensation:
Exhibit H: Kirby McInerny LLP Exhibit I: Kohn, Swift & Graf, P.C. Exhibit J: Weinstein Kitchenoff & Asher LLC Exhibit K: Schnader Harrison Segal & Lewis LLP Exhibit L: Trujillo Rodriguez & Richards Exhibit M: Cuneo Gilbert & LaDuca, LLP Exhibit N: Glancy Prongay & Murray LLP Exhibit O: Gustafson Gluek PLLC Exhibit P: Pomerantz LLP Exhibit Q: Preti, Flaherty, Beliveau & Pachios, Chartered, LLP Exhibit R: Scott+Scott Attorneys at Law LLP Exhibit S: Shepherd, Finkelman, Miller & Shah, LLP Exhibit T: Tuggle Duggins P.A. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 4 of 383 PageID: 5722
Exhibit U: Jack I. Zwick Attorney at Law. I declare under penalty of perjury under the laws of the United States of
America that the foregoing is true and correct.
Executed on this 9th day of May, 2018, at Philadelphia, Pennsylvania.
/s/ Robert S. Kitchenoff Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 5 of 383 PageID: 5723
EXHIBIT A CaseCase 3:12-cv-00169-AET-LHG 2:05-cv-01602-JLL-JAD DocumentDocument 338-2461 Filed Filed 04/10/13 05/09/18 Page Page 1 6of of 17 383 PageID: PageID: 20001 5724
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE HYPODERMIC PRODUCTS ANTITRUST LITIGATION Master Docket No. 05-cv-1602 (JLL/MAH)
THIS DOCUMENT RELATES TO ALL DIRECT PURCHASER MDL Docket No. 1730 ACTIONS
4Ht) ORDER AND FINAL JUDGMENT APPROVING DIRECT PURCHASER CLASS SETTLEMEI T, AWARDING ATTORNEYS’ FEES AND EXPENSES, AWARDING INCENTWE AWARDS TO CLASS REPRESENTATIVES, APPROVING PLAN OF ALLOCATION, AND DISMISSING CLAIMS AGAINST DEFENDANT
This Court, having considered (a) the Direct Purchaser Plaintiffs’ Motion for
Entry of an Order Granting Final Approval of the Direct Purchaser Class
Settlement and Memorandum in Support thereof; (b) the Direct Purchaser
Plaintiffs’ Motion for an Award of Attorneys’ Fees, Reimbursement of Expenses,
and Incentive Awards for Class Representatives, Memorandum in Support thereof,
and Amendment thereto; (c) Declaration of Lead Class Counsel Bruce E. Gerstein
in Support of Direct Purchaser Plaintiffs’ Motion for an Award of Attorneys’ Fees,
Reimbursement of Expenses, and Incentive Awards for Class Representatives, (d)
Direct Purchaser Class Counsel’s Report Regarding Class Notice Program and
Opt-Outs; (e) Affidavit of Michael Rosenbaum of Berdon Claims Administration
LLC re: Mailing and Publication of Notice and Requests for Exclusion; and having CaseCase 3:12-cv-00169-AET-LHG 2:05-cv-01602-JLL-JAD DocumentDocument 338-2461 Filed Filed 04/10/13 05/09/18 Page Page 2 7of of 17 383 PageID: PageID: 20002 5725
held a hearing on March 8, 2013; and having considered all of the submissions and
arguments with respect thereto; pursuant to Fed. R. Civ. P. 23 and 54, and in
accordance with the terms of the Settlement Agreement between Direct Purchaser
Plaintiffs and Defendant Becton, Dickinson and Company (“BD”), dated April 27,
2009 (“Settlement Agreement”), it is hereby ORDERED, ADJUDGED, and
DECREED that:
1. This Order and Final Judgment incorporates by reference the
definitions in the Settlement Agreement and all terms used herein shall have the
same meanings set forth in the Settlement Agreement.
2. The Court finds that: (i) each of the Direct Purchaser Plaintiffs has
direct purchaser standing to assert damage claims against BD under Section 4 of
the Clayton Act for all BD Hypodermic Products they purchased from BD; (ii) the
Healthcare Plaintiffs’ do not have direct purchaser standing to assert damage
claims against BD under Section 4 of the Clayton Act for any BD Hypodermic
Products they purchased from or through a distributor or other intermediary, and
(iii) only those purchasers of BD Hypodermic Products who purchased those
products from BD and were invoiced by BD for those products have direct
The Healthcare Plaintiffs include MedStar Health Inc.; MedStar Georgetown Medical Center, Inc.; National Rehabilitation Hospital, Inc.; Washington Hospital Center Corporation; and Hebrew Home for the Aged, who filed suit against BD on behalf of themselves and a proposed class of indirect purchasers and entities that purchased BD Hypodermic Products “through BD’s authorized distributors.”
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purchaser standing to assert damage claims against BD under Section 4 of the Clayton Act with respect to Class Purchases (defmed in ¶ 3 below).
3. As set forth in the Preliminary Approval Order (Doc. No. 444), dated
November 15, 2012, the certified Direct Purchaser Class is defined as follows:
All persons or entities (and assignees of claims from such persons and entities) who (1) purchased BD Hypodermic Products in the United States from BD at any time during the period of March 23, 2001 through April 27, 2009 (the “Class Period”), and (2) were invoiced by BD for said purchases. The Direct Purchaser Class excludes BD, BD’s parents, subsidiaries and affiliates, and United States Government Entities and the following entity that opted out of the Direct Purchaser Class: VWR International, LLC, f/k/a VWR International, Inc., f/kla VWR Scientific Products Corporation, f’k!a VWR Corporation, f/k/a VWR Scientific Inc.
Persons or entities who purchased BD Hypodermic Products in the United
States from BD during the Class Period and were invoiced by BD for said
purchases are entities who appear in the “bill to” or “sold to” fields of BD’s
electronic sales data for those purchases (“Class Purchases”).
“BD Hypodermic Products” are defined as products sold by BD in the
following device categories:
(a) safety and conventional hypodermic needles and syringes; (b) safety and conventional blood collection devices, inclusive of needles, blood collection tubes and tube holders; (c) safety and conventional IV catheters, including winged IV catheters; (d) safety and conventional insulin delivery devices.
4. The Court has jurisdiction over this case, In re Hypodermic Products
Direct Purchaser Antitrust Litig., Master Docket No. 05-cv-1602 (“Action”), and
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each of the Direct Purchaser Class members for all matters relating to this Action,
the Settlement, including (without limitation) all matters relating to the
administration, interpretation, effectuation, and/or enforcement of the Settlement
and this Order.
5. As required by this Court in the Preliminary Approval Order, Notice
of the proposed Settlement was mailed by first-class mail to all members of the
Direct Purchaser Class to each Class member’s last known address as reflected in
BD’ s sales database, and by publication of the Summary Notice in the December
2012 editions of the industry journal, Modern Healthcare. The Notice was also
posted, along with relevant settlement documents, on the web site of the Court-
appointed Claims Administrator, Berdon Claims Administration LLC,
www.berdonclaims.com. Such notice to members of the Direct Purchaser Class is
hereby determined to be fully in compliance with the requirements of Fed. R. Civ.
P. 23(e) and due process of law and is found to be the best notice practicable under
the circumstances and to constitute due and sufficient notice to all entities entitled
thereto.
6. Due and adequate notice of the proceedings having been given to the
Direct Purchaser Class and a full opportunity having been offered to the Direct
Purchaser Class to participate in the March 8, 2012 Fairness Hearing, it is hereby
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determined that all Direct Purchaser Class members are bound by this Order and
Final Judgment.
7. The Settlement of this Direct Purchaser Class Action was not the
product of collusion between the Direct Purchaser Plaintiffs and BD or their
respective counsel, but rather was the result of bona fide and arm’s-length
negotiations conducted in good faith between Class Counsel2 and BD’s counsel.
8. The Court has held a hearing to consider the fairness, reasonableness
and adequacy of the proposed Settlement, and has been advised that only one Class
member, VWR International, LLC, f/k/a VWR International, Inc., f/k/a VWR
Scientific Products Corporation, f”k/a VWR Corporation, f/k/a VWR Scientific Inc.,
elected to opt-out of the Class, there have been no objections to the Settlement
from any members of the Class,3 and also four members of the Class, who
2 By Order dated November 15, 2012, this Court appointed the following law firms to serve as Class Counsel under Rule 23(g):
Lead Counsel: Garwin Gerstein & Fisher LLP Liaison Counsel: Cohn Lifland Peariman Herrmann & Knopf LLP Executive Committee: Berger & Montague, P.C. Odom & Des Roches LLP Smith Segura & Raphael LLP Hagens Berman Sobol Shapiro, LLP RodaNast PC (n/k/a NastLaw LLC) Doe. No. 444 at ¶44.
Two of the Healthcare Plaintiffs, MedStar Health Inc. and MedStar Georgetown Medical Center, Inc. objected to the Settlement on January 14, 2013. Doc. No. 451. As neither appears in the “bill to” or “sold to” fields of BD’s
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collectively comprise about half of all Class purchases, have explicitly stated their
support for the Settlement and Class Counsel’s requested attorneys’ fees,
reimbursement of expenses, and incentive awards to each of the seven named Class
Representatives.
9. Pursuant to Fed. R. Civ. P. 23, this Court hereby approves the
Settlement between the Direct Purchaser Plaintiff Class and BD, and finds that the
Settlement is, in all respects, fair, reasonable, and adequate, and in the best interest
of the members of the Direct Purchaser Class, and within a range that responsible
and experienced attorneys could accept considering all relevant risks and factors of
litigation. Accordingly, the Settlement shall be consummated in accordance with
the terms and provisions of the Settlement Agreement. The Settlement is fair,
reasonable, and adequate in light of the factors set forth in Girsh v. Jepson, 521
F.2d 153 (3d Cir. 1975), as follows:
(a) the case was highly complex, expensive and time consuming,
and would have continued to be so if the case had not been settled;
(b) only one Class member elected to opt-out of the Class, there
were no objections to the Settlement by Class members, and four Class members,
who collectively comprise about half of all Class purchases, expressed affirmative
support for the Settlement;
electronic sales data, MedStar Health Inc. and MedStar-Georgetown Medical Center, Inc. are not members of the Class certified by this Court.
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(c) because the case settled after a significant amount of discovery
was taken, after more than 2.5 million pages of documents had been produced and
reviewed, Class Counsel had an appreciation of the strengths and weaknesses of
their case before negotiating the Settlement;
(d) Class Counsel and the Class would have faced numerous and
substantial risks in establishing both liability and damages if they had decided to
continue to litigate rather than settle;
(e) the Settlement amount is well within the range of
reasonableness in light of the best possible recovery and the risks the parties would
have faced if the case had continued to verdicts on both liability and damages; and
(f) the Settlement also satisfies the additional factors for evaluating
class settlements set forth in In re Prudential Ins. Co. ofAmerica Sales Practices
Litig., 148 F.3d 283 (3d Cir. 1998).
10. The Court approves the Plan of Allocation of the Settlement proceeds
(net of attorneys’ fees, reimbursed expenses, incentive awards, and costs of notice
and claims administration) as proposed by Class Counsel in the Plan of Allocation
described in the Direct Purchaser Plaintiffs’ Memorandum in Support of their
Motion for Entry of an Order Granting Final Approval of the Direct Purchaser
Class Settlement, and summarized in the Notice to the Direct Purchaser Class. The
Plan of Allocation proposes to distribute the net Settlement proceeds among the
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members of the Direct Purchaser Class pro rata based on each member’s Class
Purchases of BD Hypodermic Products, and does so fairly and efficiently. It
directs Berdon Claims Administration LLC, the firm retained by Direct Purchaser
Plaintiffs’ Counsel and approved by the Court in the Preliminary Approval Order
as the Claims Administrator, to distribute the net Settlement proceeds in the
manner provided in the Plan of Allocation.
11. All claims in the Direct Purchaser Action against BD, including by
those members of the Direct Purchaser Class who have not timely excluded
themselves from the Direct Purchaser Class, are hereby dismissed with prejudice,
and without costs, with such dismissal subject only to compliance by the Parties
with the terms and conditions of the Settlement Agreement and this Final Order
and Judgment, over which the Court retains exclusive jurisdiction, including the
administration and consummation of the Settlement;
12. This judgment of dismissal is final and appealable;
13. In accordance with the Settlement Agreement, upon the Settlement
becoming final in accordance with its terms:
(a) BD and its present and former parents, subsidiaries, divisions,
departments, affiliates, stockholders, officers, directors, employees, agents and any
of their legal representatives (and the predecessors, heirs, executors,
administrators, successors and assigns of each of the foregoing) (the “Released
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Parties”) are and shall be released and forever discharged from any and all claims,
rights, demands, obligations, damages, actions or causes of action, or liabilities
whatsoever, known or unknown, fixed or contingent, in law or in equity, (i) arising
under 15 U.S.C. § 1, 2 and 14 concerning the sale by BD of BD Hypodermic
Products to the Direct Purchaser Class members from the beginning of time
through the date of this Settlement Agreement, or (ii) that have been or could have
been asserted by the Direct Purchaser Plaintiffs or any member of the Direct
Purchaser Class either in the Direct Purchaser Class Action in this Court or in any
other action or proceeding in this Court or any other court or forum arising out of,
or based upon, the conduct alleged in the Second Consolidated Amended Class
Action Complaint, filed May 10, 2006 (the “Complaint”) or in any other complaint
or pleading filed in this action, whether based on federal, state, local, statutory, or
common law, or any other law, rule, or regulation, or (iii) arising from or related in
any way to the administration, allocation, or distribution of the Settlement Fund
(collectively, the “Released Claims”), that Direct Purchaser Plaintiffs or any
member or members of the Direct Purchaser Class who has (have) not timely
excluded itself (themselves) from the Direct Purchaser Class (including any past,
present or future officers, directors, insurers, general or limited partners, divisions,
stockholders, agents, attorneys, employees, legal representatives, trustees, parents,
associates, affiliates, subsidiaries, partners, heirs, executors, administrators,
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purchasers, predecessors, successors and assigns, acting in their capacity as such),
whether or not they object to the Settlement and whether or not they make a claim
upon or participate in the Settlement Fund, ever had, now has, or hereafter can,
shall or may have, directly, representatively, derivatively or in any other capacity.
Each member of the Direct Purchaser Class hereby covenants and agrees that it
shall not, hereafter, seek to establish liability against any Released Party based, in
whole or in part, upon any of the Released Claims.
(b) In addition, each Direct Purchaser Class member expressly
waives and releases, upon the Settlement Agreement becoming final, any and all
provisions, rights and benefits conferred by § 1542 of the California Civil Code, which states:
Section 1542. Certain Claims Not Affected by General Release. A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
or by any law of any state or territory of the United States, or principle of common
law, which is similar, comparable or equivalent to § 1542 of the California Civil
Code. Each Direct Purchaser Class member may hereafter discover facts other
than or different from those which he, she or it knows or believes to be true with
respect to the claims which are the subject matter of this paragraph 11, but each
Direct Purchaser Class member hereby expressly waives and fully, finally and
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forever settles and releases, upon this Settlement Agreement becoming final, any
known or unknown, suspected or unsuspected, contingent or non-contingent claim
that would otherwise fall within the definition of Released Claims, whether or not
concealed or hidden; without regard to the subsequent discovery or existence of
such different or additional facts. For the avoidance of doubt, each Direct
Purchaser Class member also hereby expressly waives and fully, finally and
forever settles and releases any and all claims it may have against any Released
Party under §17200, et seq., of the California Business and Professions Code or
any similar, comparable or equivalent provision of the law of any other state or
territory of the United States or other jurisdiction, which claims are hereby
expressly incorporated into the definition of Released Claims.
14. Direct Purchaser Plaintiffs’ counsel have moved for an award of
attorneys’ fees and reimbursement of expenses. Pursuant to Rules 23(h)(3) and
54(d) of the Federal Rules of Civil Procedure, and pursuant to the factors for
assessing the reasonableness of a class action fee request as set forth in Gunter v.
Ridgewood Energy Corp., 223 F.3d 190, 195 n.1 (3d Cir. 2000), this Court makes
the following findings of fact and conclusions of law:
(a) the Settlement confers a monetary benefit on the Direct
Purchaser Class that is substantial, both in absolute terms and when assessed in
light of the risks of establishing liability and damages in this case;
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(b) there were no objections by Direct Purchaser Class members to
the requested fee award of one-third of the Settlement Fund, or such objections are overruled;
(c) Direct Purchaser Plaintiffs’ counsel have effectively and
efficiently prosecuted this difficult and complex action on behalf of the members
of the Direct Purchaser Class, with no guarantee they would be compensated;
(d) Direct Purchaser Plaintiffs’ counsel undertook numerous and
significant risks of nonpayment in connection with the prosecution of this action;
(e) Direct Purchaser Plaintiffs’ counsel have reasonably expended
over 76,000 hours, and incurred substantial out of pocket expenses, in prosecuting
this action, with no guarantee of recovery;
(f) fee awards similar to the fee requested by Direct Purchaser
Plaintiffs’ counsel here have been awarded in similar cases, including numerous
Direct Purchaser antitrust class actions similarly alleging anticompetitive practices;
(g) the Settlement achieved for the benefit of the Direct Purchaser
Class was obtained as a direct result of Direct Purchaser Plaintiffs’ counsel’s skillful advocacy;
(h) the Settlement was reached following negotiations held in
good-faith and in the absence of collusion;
(i) the “percentage-of-the-fund” method is the proper method for
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calculating attorneys’ fees in common fund class actions in this Circuit (see, e.g.,
In re Rite Aid Sec. Litig., 396 F.3d 294, 305 (3d Cir. 2005));
(j) Direct Purchaser Class members were advised in the Notice of
Proposed Settlement of Class Action, which notice was approved by this Court,
that Direct Purchaser Plaintiffs’ counsel intended to move for an award of
attorneys’ fees in an amount up to 33-1/3% of the gross Settlement Fund (including
the interest accrued thereon), plus reimbursement of reasonable costs and expenses
incurred in the prosecution of this action;
(k) Direct Purchaser Plaintiffs’ counsel did, in fact, move for an
award of attorneys’ fees in the amount of 33-1/3% of the gross Settlement Fund
(including the interest accrued thereon), plus reimbursement of reasonable costs
and expenses incurred in the prosecution of this action, which motion has been on
the docket and publicly available since December 31, 2012;
(1) As detailed in Direct Purchaser Plaintiffs’ counsel’s affidavits,
a one-third fee award would equate to a lodestar multiplier of approximately .45.
An examination of recently approved multipliers in other Direct Purchaser class
actions similarly alleging anticompetitive practices in a medical device market
reveals that the multiplier requested here is well within the acceptable range;
(m) in light of the factors and findings described above, the
requested 33-1/3% fee award is within the applicable range of reasonable
13 CaseCase 3:12-cv-00169-AET-LHG 2:05-cv-01602-JLL-JAD DocumentDocument 338-2461 Filed Filed 04/10/13 05/09/18 Page Page 14 19 of of 17 383 PageID: PageID: 20014 5737
percentage fund awards.
Accordingly, Direct Purchaser Plaintiffs’ counsel are hereby awarded
attorneys’ fees in the amount of $ ‘.5 00 from the Settlement Fund,
plus one-third of the interest earned on the Settlement proceeds from December 3,
2012 (the date of funding of the Settlement Fund) to the date of payment, at the
same net interest rate earned by the Settlement Fund. The Court finds this award
to be fair and reasonable.
Further, Direct Purchaser Plaintiffs’ counsel are hereby awarded
$ . out of the Settlement Fund to reimburse them for the
expenses they incurred in the prosecution of this lawsuit, which expenses the Court
finds to be fair, and reasonably incurred to achieve the benefits to the Direct
Purchaser Class obtained in the Settlement to the Direct Purchaser Class.
The awarded fees and expenses shall be paid to Direct Purchaser Plaintiffs’
counsel from the Settlement Fund in accordance with the terms of the Settlement
Agreement. Direct Purchaser Plaintiffs’ Lead Class Counsel shall allocate the fees
and expenses among all of the Direct Purchaser Plaintiffs’ counsel.
15. Neither this Order and Final Judgment, the Settlement Agreement, nor
any and all negotiations, documents and discussions associated with it shall be
deemed or construed to be an admission or evidence of any violation of any statute
or law, of any liability or wrongdoing by BD, or of the truth of any of the claims or
14 CaseCase 3:12-cv-00169-AET-LHG 2:05-cv-01602-JLL-JAD DocumentDocument 338-2461 Filed Filed 04/10/13 05/09/18 Page Page 15 20 of of 17 383 PageID: PageID: 20015 5738
allegations contained in any complaint or any other pleading or document, and
evidence thereof shall not be discoverable, admissible or otherwise used directly or
indirectly, in any way by Direct Purchaser Plaintiffs or BD, whether in this Direct
Purchaser Class Action or in any other action or proceeding; nor shall the
Settlement Agreement be used or referred to in any subsequent motion for class
certification made by any party to this Action.
16. Without affecting the finality of this judgment, the Court retains
exclusive jurisdiction over the Settlement, and the Settlement Agreement,
including the administration and consummation of the Settlement Agreement, the
Plan of Allocation, and in order to determine any issues relating to attorneys’ fees
and expenses and any distribution to members of the Direct Purchaser Class. In
addition, without affecting the finality of this judgment, BD and each member of
the Direct Purchaser Class hereby irrevocably submit to the exclusive jurisdiction
of the Court for any suit, action, proceeding or dispute arising out of or relating to
the Settlement Agreement or the applicability of the Settlement Agreement,
including, without limitation any suit, action, proceeding or dispute relating to the
release provisions herein, except that this submission to the Court’s jurisdiction
shall not prohibit (a) the assertion in the forum in which a claim is brought that the
release included in the Settlement Agreement is a defense, in whole or in part, to
15 CaseCase 3:12-cv-00169-AET-LHG 2:05-cv-01602-JLL-JAD DocumentDocument 338-2461 Filed Filed 04/10/13 05/09/18 Page Page 16 21 of of 17 383 PageID: PageID: 20016 5739
such claim or, (b) in the event that such a defense is asserted in that forum, the
detennination of its merits in that forum.
17. The Direct Purchaser Class Representatives actively participated and
assisted in the prosecution of this case by, among other things, production of
documents and electronic data, providing written discovery responses, supplying
affidavits, and regular communication with Direct Purchaser Plaintiffs’ counsel.
Accordingly, Direct Purchaser Class Representatives (namely Louisiana
Wholesale Drug Company, Inc., Rochester Drug Co-Operative, Inc., JM Smith
Corporation dlb/a Smith Drug Company, American Sales Company, inc., SAJ
Distributors, Inc., Dik Drug Company, and Park Surgical Co., Inc.) are each hereby
awarded thirty-five thousand dollars $35,000.00 out of the Settlement Fund, for
representing the Direct Purchaser Class, which amount is in addition to whatever
monies these plaintiffs will receive from the Settlement Fund pursuant to the Plan
of Allocation. The Court finds these awards to be fair and reasonable.
18. In the event the Settlement does not become final in accordance with
paragraph 19 of the Settlement Agreement, this Order and Final Judgment shall be
rendered null and void as provided by the Settlement Agreement, shall be vacated,
all orders entered and releases delivered in connection herewith shall be null and
void to the extent provided by and in accordance with the Settlement Agreement,
16 _
______,
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and the Settlement Agreement shall not be used or referred to in any subsequent
motion for class certification made by any party to this Action.
19. The Court hereby directs that this judgment be entered by the clerk
forthwith pursuant to Federal Rule of Civil Procedure 54(b). The direction of the
entry of final judgment pursuant to Rule 54(b) is appropriate and proper because
this judgment fully and finally adjudicates the claims of the Direct Purchaser
Plaintiffs and the Direct Purchaser Class against BD in this action, allows
consummation of the Settlement, and will expedite the distribution of the
Settlement proceeds to the Direct Purchaser Class members.
SO ORDERED this 4 day of 2013
JOSE L. Lll4ARES UNItED STATES DISTRICT JUDGE
17 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 23 of 383 PageID: 5741
EXHIBIT B CaseCase 3:12-cv-00169-AET-LHG 2:01-cv-01652-SRC-CLW Document Document 338-2 1058 Filed Filed 05/09/18 10/05/17 Page Page 24 1 of 6383 PageID: PageID: 45192 5742 CaseCase 3:12-cv-00169-AET-LHG 2:01-cv-01652-SRC-CLW Document Document 338-2 1058 Filed Filed 05/09/18 10/05/17 Page Page 25 2 of 6383 PageID: PageID: 45193 5743 CaseCase 3:12-cv-00169-AET-LHG 2:01-cv-01652-SRC-CLW Document Document 338-2 1058 Filed Filed 05/09/18 10/05/17 Page Page 26 3 of 6383 PageID: PageID: 45194 5744 CaseCase 3:12-cv-00169-AET-LHG 2:01-cv-01652-SRC-CLW Document Document 338-2 1058 Filed Filed 05/09/18 10/05/17 Page Page 27 4 of 6383 PageID: PageID: 45195 5745 CaseCase 3:12-cv-00169-AET-LHG 2:01-cv-01652-SRC-CLW Document Document 338-2 1058 Filed Filed 05/09/18 10/05/17 Page Page 28 5 of 6383 PageID: PageID: 45196 5746 CaseCase 3:12-cv-00169-AET-LHG 2:01-cv-01652-SRC-CLW Document Document 338-2 1058 Filed Filed 05/09/18 10/05/17 Page Page 29 6 of 6383 PageID: PageID: 45197 5747 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 30 of 383 PageID: 5748
EXHIBIT C CaseCase 3:12-cv-00169-AET-LHG 2:02-cv-01830-MCA-JBC Document Document 338-2 114 FiledFiled 05/09/1808/06/14 PagePage 311 of of 13 383 PageID: PageID: 6906 5749
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
In re Neurontin Antitrust Litigation
THIS DOCUMENT RELATES TO: Civil Action No. 02-1830 LOUISIANA WHOLESALE DRUG Civil Action No. 02-273 1 COMPANY, INC., MEIJER, INC. and MEIJER DISTRIBUTION, INC., on behalf of themselves and all others similarly situated,
Plaintiffs,
V.
PFIZER, INC. and WARNER-LAMBERT CO.,
Defendants.
FINAL JUDGMENT AND ORDER OF DISMISSAL APPROVING PROPOSED CLASS SETTLEMENT AND DISMISSING ACTIONS
Pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, and in accordance with
the terms of the Settlement Agreement dated April 17, 2014, it is hereby ORDERED as follows:
1. This Final Judgment and Order of Dismissal hereby incorporates by reference the
definitions in the Settlement Agreement among the parties to these actions on file with this
Court, and all capitalized terms used and not otherwise defined herein shall have the meanings
set forth in the Settlement Agreement.
2, The Court has jurisdiction over these actions and over each of the parties and over
1 CaseCase 3:12-cv-00169-AET-LHG 2:02-cv-01830-MCA-JBC Document Document 338-2 114 FiledFiled 05/09/1808/06/14 PagePage 322 of of 13 383 PageID: PageID: 6907 5750
all members of the Class.
3. The notice of settlement (in the forms presented to this Court as Exhibits B-I and
B-2 to the Settlement Agreement) (the “Notice”) directed to the members of the Class,
constituted the best notice practicable under the circumstances. In making this determination,
the Court finds that the Notice provided for individual notice to all Class members who were
identified through reasonable efforts. Pursuant to, and in accordance with, Rule 23 of the
Federal Rules of Civil Procedure, the Court hereby finds that the Notice provided Class members
due and adequate notice of the Settlement, the Settlement Agreement, these proceedings and the
rights of Class members to object to the Settlement.
4. The Court held a preliminary fairness hearing on May 1, 2014 and a final fairness
hearing on July 31, 2014, regarding the reasonableness of the parties’ settlement. Pursuant to
Rule 23 of the Federal Rules of Civil Procedure, this Court hereby approves the Settlement, and
finds that the Settlement is, in all respects, fair, reasonable and adequate to Class members.
Accordingly, the Settlement shall be consummated in accordance with the terms and provisions
of the Settlement Agreement.’
The Court has fttlly considered the Girsh factors and finds that, considered together, the factors overwhelming favor approval of the Class settlement. Girsh v, Jepson, 521 F.2d 153, 157 (3d Cir, 1975); see also In re Prudential Ins. co. Am, Sales Practice Litig. Agent Actions, 148 F.3d 283, 323 (3d Cir. 1998). As the Court indicated at the fairness hearing, every issue in this complex antitrust case has been vigorously litigated by both sides for over twelve years. Class Plaintiffs faced significant risks in taking the case to trial, which this Court has discussed in its opinions on dispositive motions and recent status conferences. This Court agrees with counsel’s position, as discussed in the extensive briefing and supporting affidavits, that the Settlement Agreement is fair and reasonable for all Class members. The value of the settlement to the Class is confirmed by the fact that no members of the Class of identifiable, sophisticated business
2 CaseCase 3:12-cv-00169-AET-LHG 2:02-cv-01830-MCA-JBC Document Document 338-2 114 FiledFiled 05/09/1808/06/14 PagePage 333 of of 13 383 PageID: PageID: 6908 5751
5. The Court hereby approves the Plan of Allocation of the Settlement Fund as
proposed by Class Counsel (the “Plan”), which was summarized in the Notice of Proposed
Settlement. The Claims Administrator is directed to distribute the net Settlement Fund as
provided in the Plan.
6. The Court has certified a Class consisting of “[all! persons or entities in the
United States that purchased Neurontin from Pfizer at any time during the period of December
11, 2002 through August 31, 2008 and who have purchased generic gabapentin. Excluded from
the Class are Defendants and each of their respective parents, employees, subsidiaries, affiliates,
and franchisees, and all government entities.”
7. Also excluded from the Class are CVS Pharmacy Inc.. Caremark, LL.C., Rite
Aid Corporation, Rite Aid HDQTRS Corp., Walgreen Co., American Sales Co, Inc., HEB
Grocery Co. LP, Safeway Inc., SuperValu Inc., and The Kroger Co., in their own right as direct
purchasers of Neurontin from Pfizer and as assignees limited to their purchases of Neurontin
from Class members.
8. The Court has found that the Class meets all the requirements of Fed. R. Civ. P.
23. The Class, made up of sophisticated business entities, had a full and fair opportunity to
request exclusion at the time of class certification and, therefore, there is no reason for the Court
to afford a new opportunity to individual Class members to request exclusion who had an earlier
opportunity to request exclusion but did not do so.
entities have objected, rather many have explicitly approved of the Settlement. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 34 of 383 PageID: 5752 Case 2:02-cv-01830-MCA-JBC Document 114 Filed 08/06/14 Page 4 of 13 PageID: 6909
requirements and
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boards,
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breach
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the date
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attorneys’ or
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and
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accordance Settlement
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in
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be
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and
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document
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document
Judgment
Plaintiffs,
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an CaseCase 3:12-cv-00169-AET-LHG 2:02-cv-01830-MCA-JBC Document Document 338-2 114 FiledFiled 08/06/1405/09/18 PagePage 1040 ofof 13383 PageID: PageID: 6915 5758
21. Class Counsel have moved for an award of attorneys’ fees in the amount of 33-
1/3% of the gross Settlement Fund (including the interest accrued thereon), plus reimbursement of
reasonable costs and expenses incurred in the prosecution of this action, which such motion has
been on the docket and publicly available since July 1, 2014.
22. In prosecuting this action, Class Counsel expended over 60,570 hours of
uncompensated time, and incurred substantial out of pocket expenses, with no guarantee of
recovery. Class Counsel’s hours were reasonably expended in this complex case that was
vigorously litigated for over twelve years, and their time was expended at significant risk of
nonpayment.
23. No Class Members objected to Class Counsel’s fee request. In fact, as described
below, the reaction of the Class has been entirely positive and supportive of the Settlement
generally and Class Counsel’s requested fee award specifically.
24, The Settlement achieved for the benefit of the Direct Purchaser Class was obtained
as a direct result of Class Counsel’s skillful advocacy. This is confirmed by the entirely positive
reaction of the Class Members to the Settlement and Class Counsel’s request for a fee award of
33-1/3% of the Settlement. Outside antitrust counsel for the country’s three largest
pharmaceutical distributors, who made in excess of 70% of the branded and generic Neurontin
purchases at issue in this case, wrote to the Court on behalf of their clients to express their clients’
support for the Settlement and Class Counsel’s request for an award of one-third of the Settlement
amount. See Exhibits 2-4 to the Joint Declaration of Bruce E. Gerstein and Richard J. Kilsheimer
in Support of Direct Purchaser Class Plaintiffs’ Motions for Final Approval of Settlement and for
10 CaseCase 3:12-cv-00169-AET-LHG 2:02-cv-01830-MCA-JBC Document Document 338-2 114 FiledFiled 08/06/1405/09/18 PagePage 1141 ofof 13383 PageID: PageID: 6916 5759
an Award of Attorneys’ Fees, Reimbursement of Expenses and Incentive Awards to Class
Representatives (the “Joint Declaration” or “Joint Dccl.,” Doe. No. 748-5) (Doc. Nos. 748-7 —
748-9) (letters to the Court from outside counsel to AmerisourceBergen Corporation, Cardinal
Health, Inc., and McKesson Corporation). In addition, a number of other Class Members wrote
directly to the Court stating their belief that Class Counsel’s requested fees are justified in light of
the time and expense that Class Counsel expended prosecuting and favorably resolving this
complex litigation. See Exhibits 5-12 to the Joint Declaration (Doc. Nos. 748-9 — 748-17) (letters
from Class Members Burlington Drug Company, Inc., Dakota Drug, Inc., Drogueria Betances,
Inc., King Drug Company of Florence, Inc., Miami-Luken, Inc., Prescription Supply, Inc., J M
Smith Corporation d/b/a Smith Drug Co., and Value Drug Co.). All of the above-mentioned Class
Members who have written to the Court to express their support for the Settlement and Class
Counsel’s fee request account for approximately 93% of the purchases at issue in this litigation.
25. The “percentage-of-the-fund” method is the proper method for calculating
attorneys’ fees in common fund class actions in this Circuit. See, e.g., In re Rite Aid Sec. Litig.,
396 F.3d 294, 305 (3d Cir. 2005). The Court concludes that that the fees requested by Class
Counsel are comparable to recent awards in similar cases in the Third Circuit and elsewhere,
including direct purchaser class actions similarly alleging anticompetitive practices in the
pharmaceutical industry.
26. The Court finds that Class Counsel’s request for a 33-1/3% fee is consistent with
what would have been negotiated for a contingent-fee case of this complexity. For example, the
current and former presidents of class representative Louisiana Wholesale Drug Co., Inc. (“LWD”)
11 CaseCase 3:12-cv-00169-AET-LHG 2:02-cv-01830-MCA-JBC Document Document 338-2 114 FiledFiled 08/06/1405/09/18 PagePage 1242 ofof 13383 PageID: PageID: 6917 5760
attested that “had LWD retained the law firms and/or attorneys. . . to represent it in an individual
action in this complex litigation, LWD would have retained these same attorneys based on a 33
1/3% contingency fee in the event of settlement or compromise without trial andlor based on a
40% contingency fee in the event of trial, with any applicable contingency fee percentage
computed in addition to out-of-pocket expenses.” Exhibit 13 to the Joint Deci., Declaration of
Chad Gielen, President/Chief Executive Office of LWD, at ¶ 6, and Exhibit 14 to the Joint Dccl.,
Declaration of Gayle White, former President and General Manager of LWD, at ¶3. Furthermore,
the letters from the Class Members supporting Class Counsel’s fee award is further evidence that
the 33-1/3% fee award is consistent with what those entities would have assented to had they
retained Class Counsel in private litigation.
27. As detailed in Class Counsel’s affidavits, a one-third fee award would equate to a
lodestar multiplier of approximately 1.99. The Court concludes that, based on recently-approved
multipliers in other Third Circuit antitrust class actions alleging similar anticompetitive practices
in the pharmaceutical market, the multiplier requested here is well within the acceptable range.
See, e.g., In re Flonase Antitrust Litigation, 951 F. Supp. 2d 739, 750 (E.D. Pa. 2013) (approving
33 1/3% fee award of$l 50 million settlement that amounted to multiplier of 2.99).
28. In light of the factors and findings described above, the Court finds that the
requested 33-1/3% fee award is within the applicable range of reasonable percentage fund awards.
29. The Court finds this fee award is reasonable pursuant to Federal Rule of Civil
Procedure 23(h). The Court orders that Class Counsel request for attorneys’ fees of 33-1/3% of
the Settlement Fund, which equates to $63,472,146.12, plus one-third of the interest earned on the
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Settlement Fund from June 2, 2014 (the date of funding of the Settlement Fund) to the date of
payment, at the same net interest rate earned by the Settlement Fund, is granted.
30. Further, the Court orders that Class Counsel is awarded $2,213,537.35 out of the
Settlement Fund to reimburse them for the expenses incurred in prosecution of this case, which
such expenses the Court finds to be fair and reasonably incurred to achieve the benefits to the
Direct Purchaser Class obtained by the Settlement.
31. Further, the Court orders payment of two incentive awards of $100,000 each for
each of the Class Representatives one incentive award of $100,000 to LWD and one incentive
award to “Meijer”, which consists ofMeijer, Inc. and Meijer Distribution, Inc. (together, “Meijer”)
— for their active participation and assistance in the prosecution of this case, including responding
to document requests and interrogatories, appearing for deposition aid keeping apprised of the
progress of the case, including settlement efforts. The Class Representatives’ efforts contributed
to the benefits conferred upon the Class through the Settlement. in addition, no Class Member
has objected to the awarding of these incentive awards. Moreover, the three largest
pharmaceutical distributors have specifically supported granting incentive awards in the requested
amounts. See Exhibits 2-4 to the Joint Dccl. (Doe. Nos. 748-7 — 748-9) (letters to the Court from
outside counsel to AmerisourceBergen Corporation, Cardinal Health, Inc., and McKesson
Corporation).
IT IS SO ORDERED.
11 Dated ) - ‘ Hon Faith S HoLhberg L S D J
13 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 44 of 383 PageID: 5762
EXHIBIT D CaseCase 3:12-cv-00169-AET-LHG 1:06-cv-00052-MPT Document Document 193 338-2 Filed Filed 01/11/12 05/09/18 Page Page 1 of 45 11 of PageID 383 PageID: #: 2142 5763
UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE
In re METOPROLOL SUCCINATE ANTITRUST LITIGATION
Civil Action No. 06-52-MPT
THIS DOCUMENT RELATES TO:
Direct Purchaser Action
[PROPOSED] ORDER AND FINAL JUDGMENT APPROVING SETTLEMENT, AWARDING ATTORNEYS’ FEES AND EXPENSES, AWARDING REPRESENTATIVE PLAINTIFFS INCENTIVE AWARDS, APPROVING PLAN OF ALLOCATION, AND ORDERING DISMISSAL AS TO ALL DEFENDANTS
The Court, having considered (a) the Direct Purchaser Class Plaintiffs’ Motion for Final
Settlement Approval; (b) the Brief in Support of the Direct Purchaser Class Plaintiffs’ Motion for
Final Settlement Approval; (c) the Direct Purchaser Class Plaintiffs’ Motion for an Award of
Attorneys’ Fees, Reimbursement of Expenses and Payment of Incentive Awards; (d) the Direct
Purchaser Class Plaintiffs’ Brief in Support of their Motion for an Award of Attorneys’ Fees,
Reimbursement of Expenses and Payment of Incentive Awards to the Representative Plaintiffs;
(e) the Declaration of Co-Lead Counsel Eric L. Cramer; and having held a hearing on February
___, 2012; and having considered all of the submissions and arguments with respect thereto;
pursuant to Rules 23 and 54 of the Federal Rules of Civil Procedure, and in accordance with the
terms of the settlement agreement between Direct Purchaser Class Plaintiffs (“Plaintiffs”) and
AstraZeneca Pharmaceuticals LP, AstraZeneca LP, AstraZeneca AB, and Aktiebolget Hassle
(collectively “Defendants”), dated September 23, 2011 (the “Settlement Agreement”), it is
hereby:
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ORDERED, ADJUDGED AND DECREED that:
1. This Order and Final Judgment incorporates by reference the definitions in the
Settlement Agreement, and all terms used herein shall have the same meanings set forth in the
Settlement Agreement. As set forth in the Court’s Order (D.I. No. 186), dated November 16,
2011 (“Preliminary Approval Order”), the Class is defined as follows:
All persons and entities in the United States (including, for avoidance of doubt, persons and entities in Puerto Rico) who purchased Toprol-XL directly from any of the Defendants at any time from May 5, 2005 through September 23, 2011 (the “Class Period”), including persons and entities who have received assignments or partial assignments of rights from direct purchasers of Toprol-XL. Excluded from the Class are Defendants and their parents, employees, subsidiaries, and affiliates, and federal government agencies. Also excluded from the class are non-class direct purchaser plaintiffs in Walgreen Co., et al. v. AstraZeneca Pharmaceuticals LP, et al., No. 10-cv- 580 (GMS) (D. Del.), and CVS Pharmacy Inc., et al. v. AstraZeneca Pharmaceuticals, LP, et al., No. 10-cv-897 (GMS) (D. Del.) (the “Opt-Out Actions”), namely Rite Aid Corp., Rite Aid Hdqtrs. Corp., CVS Pharmacy, Inc., Caremark L.L.C., JCG (PJC) USA, LLC, Maxi Drug, Inc., D/B/A Brooks Pharmacy, Eckerd Corporation, Walgreen Co., The Kroger Co., Safeway Inc., HEB Grocery Company LP, and Supervalu Inc., both for the claims these entities are pursuing directly and for the claims they are pursing based upon assignments or partial assignments of claims from certain members of the Class as described in the complaints filed in the Opt-Out Actions.
2. This Court has jurisdiction over these actions and over each of the parties and over
all members of the Class. As set forth in more detail in the Settlement Agreement, Defendants
have agreed to pay a total of $20 million, plus accrued interest, and up to $750,000 in settlement
administration costs to settle this Action.
3. As required by this Court in the Preliminary Approval Order, notice of the
proposed Settlement was mailed by first-class mail to all members of the Class to the last known
address from Defendants’ sales database of each entity within the definition of the Class. The
notice was also posted, along with relevant litigation and settlement documents, on the website
created specifically for the purpose of advising Class members of the fact and terms of the
settlement. See www.toproldirectsettlement.hrsclaims.com. Such notice to members of the Class
2
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is hereby determined to be fully in compliance with requirements of Fed. R. Civ. P. 23(e) and
due process of law and is found to be the best notice practicable under the circumstances and to
constitute due and sufficient notice to all entities entitled thereto.
4. Due and adequate notice of the proceedings having been given to the Class and a
full opportunity having been offered to the Class to participate in the fairness hearing, it is
hereby determined that all Class Members are bound by this Final Order and Judgment.
5. The Settlement of this Direct Purchaser Class Action was not the product of
collusion between Plaintiffs and Defendants or their respective counsel, but rather was the result
of bona fide and arm’s-length negotiations conducted in good faith between Class Counsel and
Defendants’ Counsel.
6. The Court has held a hearing to consider the fairness, reasonableness and adequacy
of the proposed Settlement, and has been advised that there have been no objections to the
Settlement from any members of the Class, and also that several members of the Class have
explicitly stated their support for the Settlement and Class Counsel’s requested attorneys’ fees,
and the incentive awards for the named Plaintiffs.
7. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby
approves the Settlement, and finds that the Settlement is, in all respects, fair, reasonable and
adequate to Class members. Accordingly, the Settlement shall be consummated in accordance
with the terms and provisions of the Settlement Agreement. The Settlement is fair, reasonable
and adequate in light of the factors set forth in Girsh v. Jepson, 521 F.2d 153 (3d Cir. 1975), as
follows:
(a) this case was highly complex, expensive and time consuming, and would
have continued to be so if the case had not settled;
3
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(b) there were no objections to the Settlement by Class members, and several
Class members expressed affirmative support for the Settlement;
(c) because the case settled near the conclusion of discovery, after more than
one million pages of documents had been produced and 12 depositions had been taken, Class
Counsel had an appreciation of the strengths and weaknesses of their case before negotiating the
Settlement;
(d) Class Counsel and the Class would have faced numerous and substantial
risks in establishing both liability and damages if they had decided to continue to litigate rather
than settle;
(e) the Settlement amount is well within the range of reasonableness in light of
the best possible recovery and the risks the parties would have faced if the case had continued to
verdicts as to both liability and damages; and
(f) the Settlement also satisfies the additional factors for evaluating class
settlements set forth in In re Prudential Ins. Co. of America Sales Practices Litigation, 148 F.3d
283 (3d Cir. 1998).
8. The Court approves the Plan of Allocation of the Settlement proceeds (net of
attorneys’ fees, reimbursed expenses and incentive awards) proposed by Class Counsel in the
Plan of Allocation (the “Plan”) described in the Brief in Support of the Direct Purchaser Class
Plaintiffs’ Motion for Final Settlement Approval. The Plan proposes to distribute the net
Settlement proceeds pro rata based on Class members’ purchases of Toprol-XL during the Class
Period, and does so fairly and efficiently. It directs Heffler, Radetich & Saitta, LLP, the Claims
Administration firm retained by Class Counsel and approved by the Court in the Preliminary
4
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Approval Order, to distribute the net Settlement proceeds to Class members in the manner
provided in the Plan.
9. All claims in the above-captioned action against Defendants are hereby dismissed
with prejudice, and without costs.
10. In accordance with the Settlement Agreement, upon the Settlement becoming final
in accordance with its terms:
(a) Defendants and their past, present and future parents, subsidiaries, divisions,
affiliates, stockholders, officers, directors, insurers, general or limited partners, employees,
agents, attorneys and any of their legal representatives (and the predecessors, heirs, executors,
administrators, successors and assigns of each of the foregoing) (the “Released Parties”) are and
shall be released and forever discharged from all manner of claims, demands, actions, suits,
causes of action, damages, and liabilities, of any nature whatsoever (whether such claims,
demands, actions, suits, causes of action, damages, or liabilities arise or are incurred before,
during or after the date hereof), including costs, expenses, penalties and attorneys’ fees, known
or unknown, suspected or unsuspected, in law or equity, that Plaintiffs or any member or
members of the Class who has (have) not timely excluded itself (themselves) from the Class
(including any past, present or future officers, directors, insurers, general or limited partners,
divisions, stockholders, agents, attorneys, employees, legal representatives, trustees, parents,
associates, affiliates, subsidiaries, partners, heirs, executors, administrators, purchasers,
predecessors, successors and assigns, acting in their capacity as such), whether or not they object
to the Settlement and whether or not they make a claim upon or participate in the Settlement
Fund, ever had, now has, or hereafter can, shall or may have, directly, representatively,
derivatively or in any other capacity, to the extent arising out of or relating to:
5
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1) any conduct alleged, or conduct relating to extended release
metoprolol succinate that could have been alleged, in the Action;
2) any conduct relating to obtaining, maintaining, or enforcement of
United States Patent Number 5,081,154 or United States Patent Number
5,001,161 or United States Patent Number 4,957,745, including the
alleged improper bringing, maintaining, defending or otherwise
participating in litigation concerning any such patents;
3) any conduct relating to extended release metoprolol succinate and
the listing of United States Patent Numbers 5,081,154, 5,000,161 and
4,957,745 in the United States FDA publication known as the Approved
Drug Products With Therapeutic Equivalence Evaluations, commonly
referred to as the “Orange Book;”
provided only that such conduct occurred or allegedly occurred prior to the date of
this Settlement – except as expressly provided for in paragraph 14 of the Settlement
Agreement (the “Released Claims”). Plaintiffs and each member of the Class shall
not sue or otherwise seek to establish or impose liability against any Released Party
based, in whole or in part, on any of the Released Claims.
(b) In addition, the Court finds that each class member has expressly waived and
released, upon the Settlement Agreement becoming final, any and all provisions, rights, benefits
conferred by §1542 of the California Civil Code, which reads:
Section 1542. General Release—Claims Extinguished. A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
6
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or by any law of any state or territory of the United States or other jurisdiction, or principle of
common law, which is similar, comparable or equivalent to §1542 of the California Civil Code.
Each Class member may hereafter discover facts other than or different from those which he, she
or it knows or believes to be true with respect to the claims which are the subject matter of this
Paragraph 10, but each Class member hereby expressly waives and fully, finally and forever
settles and releases, upon the Settlement Agreement’s becoming final, any known or unknown,
suspect or unsuspected, contingent or non-contingent claim that would otherwise fall within the
definition of Released Claims, whether or not concealed or hidden, without regard to the
subsequent discovery or existence of such different or additional facts. For the avoidance of
doubt, the Court finds that each Class member has expressly waived and fully, finally and
forever settlement and released any and all claims it may have against any Released party under
§17200, et seq., of the California Business and Professions Code or any similar, comparable or
equivalent provision of the law of any other state or territory of the United States or other
jurisdiction, which claims are hereby expressly incorporated into the definition of Released
Claims.
11. Class Counsel have moved for an award of attorneys’ fees and reimbursement of
expenses. Pursuant to Rules 23(h)(3) and 54(d) of the Federal Rules of Civil Procedure, and
pursuant to the factors for assessing the reasonableness of a class action fee request as set forth in
Gunter v. Ridgewood Energy Corp., 223 F.3d 190, 195 n.1 (3d Cir. 2000), this Court makes the
following findings of fact and conclusions of law:
(a) the Settlement confers a monetary benefit on the Class that is substantial,
both in absolute terms and when assessed in light of the risks of establishing liability and
damages in this case;
7
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(b) there were no objections by Class members to the requested fee award of
one-third of the Settlement Fund, and in fact, numerous Class members, with purchases
representing roughly 70% of the aggregate Class purchases, have affirmatively expressed their
support for and lack of objection to the requested fee;
(c) Class Counsel have effectively and efficiently prosecuted this difficult and
complex action on behalf of the members of the Class for several years, with no guarantee they
would be compensated;
(d) Class Counsel undertook numerous and significant risks of nonpayment in
connection with the prosecution of this action;
(e) Class Counsel have reasonably expended thousands of hours, and incurred
hundreds of thousands of dollars in out-of-pocket expenses, in prosecuting this action, with no
guarantee of recovery;
(f) fee awards similar to the fee requested by Class Counsel here have been
awarded in similar cases, including numerous Hatch-Waxman antitrust class actions similarly
alleging impeded entry of generic drugs;
(g) the Settlement achieved for the benefit of the Class was obtained as a direct
result of Class Counsel’s skillful advocacy;
(h) the Settlement was reached following negotiations held in good-faith and in
the absence of collusion;
(i) the “percentage-of-the-fund” method is the proper method for calculating
attorneys’ fees in common fund class action in this Circuit (see, e.g., In re Rite Aid Sec. Litig.,
396 F.3d 294, 305 (3d Cir. 2005));
(j) Class members were advised in the Notice of Proposed Settlement of Class
8
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Action, which notice was approved by this Court, that Class Counsel intended to move for an
award of attorneys’ fees in an amount up to 33-1/3% of the gross Settlement Fund,
reimbursement of reasonable costs and expenses incurred in the prosecution of this action;
(k) Class Counsel did, in fact, move for an award of attorneys’ fees in the
amount of 33-1/3% of the gross Settlement Fund, plus reimbursement of reasonable costs and
expenses incurred in the prosecution of this action, which motion has been publicly available
since December 19, 2011 through public filing on the docket of this Action and posting on the
website created specifically for the purpose of advising Class members of the fact and terms of
the settlement at www.toproldirectsettlement.hrsclaims.com;
(l) As detailed in Class Counsel’s declarations, a one-third fee award would
equate to a lodestar multiplier of less than 1, less than approved multipliers greater than 1 in
other Hatch-Waxman class actions similarly alleging impeded generic competition;
(m) in light of the factors and findings described above, the requested 33-1/3%
fee award is within the applicable range of reasonable percentage fund awards.
Accordingly, Class Counsel are hereby awarded attorneys’ fees in the amount of
$6,666,666.00 from the Settlement Fund. The Court finds this award to be fair and reasonable.
Further Class Counsel are hereby awarded $493,598.24 out of the Settlement Fund
to reimburse them for the expenses they incurred in the prosecution of this lawsuit, which
expenses the Court finds to be fair, and reasonably incurred to achieve the benefits to the Class
obtained in the Settlement to the Class.
The awarded fees and expenses shall be paid to Class Counsel from the Settlement
Fund in accordance with the terms of the Settlement Agreement. Lead Counsel shall allocate the
fees and expenses among all of the Class Counsel.
9
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12. Neither this Final Order and Judgment, the Settlement Agreement, nor any and all
negotiations, documents and discussions associated with it shall be deemed or construed to be an
admission or evidence of any violation of any statute or law, of any liability or wrongdoing by
Defendants, or of the truth of any of the claims or allegations contained in any complaint or any
other pleading or document, and evidence thereof shall not be discoverable, admissible or
otherwise used directly or indirectly, in any way by or against Plaintiffs or Defendants, whether
in this Direct Purchaser Class Action or in any other proceeding.
13. Without affecting the finality of this judgment, the Court retains exclusive
jurisdiction over the Settlement Agreement, including the administration and consummation of
the Settlement Agreement, the Plan of Allocation, and in order to determine any issues relating
to attorneys’ fees and expenses and any distribution to members of the Class. In addition,
without affecting the finality of this judgment, Defendants and each member of the Class hereby
irrevocably submit to the exclusive jurisdiction of the Court for any suit, action, proceeding or
dispute arising out of or relating to the Settlement Agreement or the applicability of the
Settlement Agreement, including, without limitation any suit, action, proceeding or dispute
relating to the release provisions therein, except that this submission to the Court’s jurisdiction
shall not prohibit (a) the assertion of the forum in which a claim is brought that the release
included in the Settlement Agreement is a defense, in whole or in part, to such claim or, (b) in
the event that such a defense is asserted in that forum, the determination of its merits in that
forum.
14. The three Class Representatives are each hereby each awarded $50,000 out of the
Settlement Fund, for representing the Class, which amount is in addition to whatever monies
10
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these Plaintiffs will receive from the Settlement Fund pursuant to the Plan of Allocation. The
Court finds these awards to be fair and reasonable.
15. In the event the Settlement does not become final in accordance with paragraph 5
of the Settlement Agreement, this Order and Final Judgment shall be rendered null and void as
provided by the Settlement Agreement, shall be vacated, and all orders entered and releases
delivered in connection herewith shall be null and void to the extent provided by and in
accordance with the Settlement Agreement.
16. The Court hereby directs that this judgment be entered by the clerk forthwith
pursuant to Federal Rules of Civil Procedure 54(b). The direction of the entry of final judgment
pursuant to Rule 54(b) is appropriate and proper because this judgment fully and finally
adjudicates the claims of the Plaintiffs and the Class against all Defendants in this action, allows
consummation of the Settlement, and will expedite the distribution of the Settlement proceeds to
the Class members.
SO ORDERED this the ____ day of ______, 2012.
Hon. Mary Pat Thynge U.S. District Court for the District of Delaware
11
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EXHIBIT E CaseCase 3:12-cv-00169-AET-LHG 1:07-cv-00142-SLR Document Document 243 338-2 Filed Filed 05/31/12 05/09/18 Page Page 1 of 57 10 of PageID 383 PageID: #: 4129 5775
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE
ROCHESTER DRUG CO-OPERATIVE, INC., C.A. No. 07-142- SLR eta/., on behalf of themselves and all others CONSOLIDATED similarly situated,
Plaintiffs, v.
BRAINTREE LABORATORIES, INC.,
Defendant.
.haJJ [~] ORDER AND FINAL JUDGMENT APPROVING SETTLEMENT, AWARDING ATTORNEYS' FEES AND EXPENSES, AWARDING REPRESENTATIVE PLAINTIFF INCENTIVE AWARDS, APPROVING PLAN OF ALLOCATION, AND ORDERING DISMISSAL AS TO THE DEFENDANT
The Court, having considered (a) the Direct Purchaser Class's motion for final settlement
approval; (b) the Brief in support of the Direct Purchaser Class's Motion for Final Settlement
Approval; (c) the Plan of Allocation for Direct Purchaser Class (as set out in the Brief); (d) the
Declaration and Rebuttal Declarations re Class Certification of Jeffrey J. Leitzinger, Ph.D.; (e)
the Brief in Support of the Direct Purchaser Class's Motion for an Award of Attorneys' Fees,
Reimbursement of Expenses and Payment of Incentive Awards to the Representative Plaintiffs;
(f) the Affidavit of Co-Lead Counsel Eric L. Cramer, Esq.; and (g) the individual affidavits of
Class Counsel; and having held a hearing on May 31, 2012, considered all of the submissions
and arguments with respect thereto; pursuant to Rules 23 and 54 ofthe Federal Rules of Civil CaseCase 3:12-cv-00169-AET-LHG 1:07-cv-00142-SLR Document Document 243 338-2 Filed Filed 05/31/12 05/09/18 Page Page 2 of 58 10 of PageID 383 PageID: #: 4130 5776
Procedure, and in accordance with the terms of the settlement agreement between Direct
Purchaser Class Plaintiffs ("Plaintiffs") and Braintree Laboratories, Inc. ("Braintree" or
"Defendant"), dated January 5, 2012 (the "Settlement Agreement"), it is hereby ORDERED,
ADJUDGED and DECREED that:
1. This order and final judgment incorporates by reference the definitions in the
Settlement Agreement, and all terms used herein shall have the same meanings set forth in the
Settlement Agreement. As set forth in the Preliminary Approval Order [D.I. 233], dated February
6, 2012, the previously certified Class is defined as follows:
All persons and entities in the United States and U.S. territories who purchased Miralax directly from Defendant Braintree Laboratories, Inc. at any time from December 23, 2003 until December 1, 2006 (the "Class Period"). 1
2. The Court has jurisdiction over these actions and over each of the parties and over
all members of the Class.
3. As required by this Court in the Preliminary Approval Order, notice of the
proposed settlement was mailed by first-class mail to all members of the Class as determined
from the records of the Defendant. Such notice to members of the Class is hereby determined to
be fully in compliance with the requirements of Fed. R. Civ. P. 23(e) and due process oflaw and
is found to be the best notice practicable under the circumstances and to constitute due and
sufficient notice to all entities entitled thereto.
4. Due and adequate notice of the proceedings having been offered to the Class to
participate in the fairness hearing, it is hereby determined that all Class members are bound by
this Final Order and Judgment.
1 Excluded from the Class are Defendant and its officers, directors, management, employees, subsidiaries, or affiliates, and all federal government entities.
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5. The Settlement of this Direct Purchaser Class Action for $1 7.25 million was not
the product of collusion between Plaintiffs and Defendant, or their respective counsel, but rather
resulted from bonafide and arm's-length negotiations conducted in good faith between Class
Counset2 and Defendant's counsel.
6. The Court has held a hearing to consider the fairness, reasonableness and
adequacy of the proposed Settlement, and has been advised that there have been no objections to
the Settlement from any members of the Class, and also that several members of the Class have
explicitly indicated their support for the Settlement and for Class Counsel's requested attorneys'
fees, expenses, and for incentive awards for the three Representative Plaintiffs.
7. Pursuant to Rule 23 ofthe Federal Rules of Civil Procedure, this Court hereby
approves the Settlement, and finds that the Settlement is, in all respects, fair, reasonable and
adequate. Accordingly, the Settlement shall be consummated in accordance with the terms and
provisions of the Settlement Agreement. The Settlement is fair, reasonable and adequate in light
ofthe factors set forth in Girsh v. Jepson, 521 F.2d 153 (3d Cir. 1975), as follows:
(a) this case was highly complex, expensive and time consuming and would
have continued to be so if the case had not settled;
(b) there were no objections to the Settlement by Class members and certain
large Class members expressed affirmative support for the Settlement;
(c) because the case settled after the parties had taken substantial discovery
2 The Court previously appointed Garwin Gerstein & Fisher LLP, Berger & Montague, P.C., and Grant & Eisenhofer, P.A. as Co-Lead Counsel. The Court appointed Rosenthal, Monhait & Goddess, P.A. as Liaison Counsel. Additional Class Counsel that actively participated in the case include Heim Payne & Chorush L.L.P ., Odom & Des Roches, L.L.P ., Smith Segura & Raphael, L.L.P (formerly the Smith Foote Firm), Faruqi & Faruqi L.L.P., and Vanek Vickers & Masini, P.C.
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and proceeded substantially into litigating the merits of the claims, Class - Counsel had a full appreciation of the strengths and weaknesses of their
case before negotiating the Settlement;
(d) Class Counsel and the Class would have faced numerous and substantial
risks in establishing both liability and damages if they had decided to
continue to litigate rather than settle;
(e) the Settlement amount is well within the range of reasonableness in light
of the best possible recovery and the risks the parties would have faced if
the case had continued to verdicts as to both liability and damages, and;
(f) the Settlement also satisfies the additional factors set forth in In re
Prudential Ins. Co. ofAmerica Sales Practices Litigation, 148 F .3d 283
(3d Cir. 1998).
8. The Court approves the Plan of Allocation (the "Plan") of the Settlement proceeds
(net of attorneys' fees, reimbursed expenses, incentive awards, and costs of claims
administration) as proposed by Class Counsel. The Plan, which was summarized in the Notice of
Proposed Settlement, proposes to distribute the net Settlement proceeds pro rata based on Class
member purchases ofMiralax during the Class Period, and does so fairly and efficiently. It
directs Heffler, Radetich & Saitta LLP, the firm retained by Class Counsel and appointed by the
Court [D.I. 233, ~6], as the claims administrator, to administer the Settlement and distribute the
net settlement proceeds in the manner provided in the Plan.
9. All claims in the above-captioned action against Defendant are hereby dismissed
with prejudice, and without costs.
10. In accordance with the Settlement Agreement, upon the Settlement's becoming
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final in accordance with its terms:
(a) Defendant and its past, present and future parents, subsidiaries, divisions,
affiliates, stockholders, officers, directors, insurers, general or limited partners, employees,
agents, attorneys and any of their legal representatives (and the predecessors, heirs, executors,
administrators, successors and assigns of each of the foregoing) (the "Released Parties") are and
shall be released and forever discharged from all manner of claims, demands, actions, suits,
causes of action, damages, and liabilities of any nature whatsoever, including costs, expenses,
penalties and attorneys' fees, known or unknown, suspected or unsuspected, in law or equity,
that Plaintiffs or any member or members of the Class who has (have) not timely excluded itself
(themselves) from the Class (including any past present or future officers, directors, insurers,
general or limited partners, divisions, stockholders, agents, attorneys, employees, legal
representatives, trustees, parents, associates, affiliates, subsidiaries, partners, heirs, executors,
administrators, purchasers, predecessors, successors and assigns, acting in their capacity as
such), whether or not they object to the Settlement and whether or not they make a claim upon or
participate in the Settlement Fund, ever had, now has, or hereafter can, shall or may have,
directly representatively, or in any other capacity, to the extent arising out of or relating to any
conduct:
(1) alleged in the Action, or otherwise relating to the facts,
occurrences, transactions, or other matters alleged in the Action, and any damages or other harm
allegedly resulting therefrom,
(2) alleged in any other motion filed in this Action or other complaint
filed in any action currently consolidated or coordinated, or subject to a pending request for
consolidation or coordination with the actions; provided only that such conduct occurred or
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allegedly occurred prior to the date thereof, except as expressly provided for in paragraph 12 of
the Settlement Agreement (the "Released Claims"). Plaintiffs and each member ofthe Class shall
not sue or otherwise seek to establish or impose liability against any Released Party based, in
whole or in part, on any of the Released Claims.
(b) In addition, the Court finds that each class member has expressly waived
and released, upon the Settlement Agreement becoming final, any and all provisions, rights
and/or benefits conferred by §1542 ofthe California Civil code, which reads:
Section 1542. General Release--Claims Extinguished. A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
or by any law of any state or territory of the United States or other jurisdiction or principle of
common law, which is similar, comparable or equivalent to §1542 ofthe California Civil Code.
Each Class member may hereafter discover facts other than or different from those which he, she
or it knows or believes to be true with respect to the claims which are the subject matter of this
Paragraph 10 in the Settlement Agreement, but each Class member has expressly waived and
fully, finally and forever settled and released, upon the Settlement Agreement's becoming final,
any known or unknown, suspected or unsuspected, contingent or non-contingent claim that
would otherwise fall within the definition of Released Claims, whether or not concealed or
hidden, without regard to the subsequent discovery or existence of such different or additional
facts. For avoidance of doubt, the Court finds that each Class member has expressly waived and
fully, finally and forever settled and released any and all claims it may have against any released
party under § 17200, et seq., of the California Business and Professions Code or any similar,
comparable or equivalent provision of the law of any other state or territory of the United States
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or other jurisdiction, which claims are hereby expressly incorporated into the definition of
Released Claims.
11. Class Counsel have moved for an award of attorneys' fees and reimbursement of
expenses. Pursuant to Rules 23(h)(3) and 54(d) ofthe Federal Rules of Civil Procedure, and
pursuant to the factors for assessing the reasonableness of a class action fee request as set forth in
Gunter v. Ridgewood Energy Corp., 223 F. 3d 190, 195, n.l (3d Cir. 2000), this Court makes the
following findings of fact and conclusions of law:
(a) the Settlement confers an immediate monetary benefit on the Class of
approximately thirty entities of $17.25 million, which benefit is substantial, both in absolute
terms and when assessed in light of the risks of establishing liability and damages in this case;
(b) there were no objections by Class members to the requested fee award of
one-third of the Settlement Fund, and in fact, the Settlement and requested attorneys' fee has the
affirmative support of three of the largest Class purchasers which, collectively, account for a
large share of the total claimed Class damages;
(c) Class Counsel have effectively and efficiently prosecuted this difficult and
complex action on behalf ofthe members of the Class for over three and one-half years, with no
guarantee they would be compensated;
(d) Class Counsel undertook numerous and significant risks of nonpayment in
connection with the prosecution of this action;
(e) Class Counsel have reasonably expended thousands ofhours, and incurred
more than seven hundred fifty thousand dollars in out of pocket expenses, in prosecuting this
action, with no guarantee of recovery;
(f) fee awards similar to the fee requested by Class Counsel here have been
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awarded in similar cases, including numerous Hatch-Waxman antitrust class actions similarly
alleging impeded entry of generic drugs;
(g) the Settlement achieved for the benefit of the Class was obtained as a
direct result of Class Counsel's skillful advocacy;
(h) the Settlement was reached following negotiations held in good faith and
in the absence of collusion;
(i) the "percentage-of-the-fund" method is the proper method for calculating
attorneys' fees in common fund class actions in this Circuit (see, e.g., In re Rite Aid Sec. Litig.,
396 F.3d. 294, 300, 305-06 (3d Cir. 2005));
G) Class members were advised in the Notice of Proposed Settlement of
Class Action, which notice was approved by this Court, that Class Counsel intended to move for
an award of attorneys' fees in an amount up to one-third ofthe gross settlement Fund (including
interest accrued thereon), plus reimbursement of reasonable costs and expenses incurred in the
prosecution of this action;
(k) Class Counsel did, in fact, move for an award of attorneys' fees in the
amount of one-third of the gross $17.25 million Settlement Fund, plus reimbursement of
reasonable costs and expenses incurred in the prosecution of this action, which motion has been
on the docket and publicly available since March 19, 2012;
(1) As detailed in Class Counsel's declarations in support oftheir fee
application, a one-third fee award would equate to a lodestar multiplier ofjust below 0.8. An
examination ofrecently approved multipliers in other Hatch-Waxman class actions similarly
alleging impeded generic competition reveals that the multiplier requested here is well within the
acceptable range;
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(m) In light of the factors and findings described above the requested one-third
fee award is well within the applicable range of reasonable percentage fund awards.
Accordingly, Class Counsel are hereby awarded attorneys' fees in the amount of
one-third ofthe Settlement Fund, which amounts to $5,750,000.00. The Court finds this award to
be fair and reasonable.
Further, Class Counsel are hereby awarded $752,284.64 out of the Settlement
Fund to reimburse them for the expenses they incurred in the prosecution of this lawsuit, which
expenses the Court finds to be fair, and reasonably incurred to achieve the benefits to the Class
obtained in the Settlement.
12. Neither this fmal Order and Judgment, the Settlement Agreement, nor any and all
negotiations, documents and discussions associated with it shall be deemed or construed to be an
admission or evidence of any violation of any statute or law, of any liability or wrongdoing by
Defendant, or of the truth of any of the claims or allegations contained in any complaint or any
other pleading or document.
13. Without affecting the finality of this judgment, the Court retains exclusive
jurisdiction over the Settlement, and the Settlement Agreement, including the administration and
consummation of the Settlement Agreement, the Plan of Allocation and in order to determine
any issues relating to attorneys' fees and expenses and any distribution to members of the Class.
In addition, without affecting the finality of this judgment, Defendant and each member of the
Class hereby irrevocably submit to the exclusive jurisdiction of the Court for any suit, action,
proceeding or dispute arising out of or relating to the Settlement Agreement or the applicability
of the Settlement Agreement, including, without limitation, any suit, action, proceeding or
dispute relating to the release provisions herein, except that this submission to the Court's
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jurisdiction shall not prohibit (a) the assertion of the forum in which a claim is brought that the
release included in the Settlement Agreement is a defense, in whole or in part, to such claim or,
(b) in the event that such a defense is asserted in that forum, the determination of its merits in
that forum.
14. The three Class representatives are each awarded $60,000 out ofthe Settlement
Fund for representing the Class, which amount is in addition to whatever monies these plaintiffs
will receive from the Settlement Fund pursuant to the Plan of Allocation. The Court finds these
awards to be fair and reasonable under the circumstances of this case.
15. In the event the Settlement does not become final in accordance with paragraph 5
of the Settlement Agreement, this Order and Final Judgment shall be rendered null and void as
provided by the Settlement Agreement, shall be vacated, and all orders entered and releases
delivered in connection herewith shall be null and void to the extent provided by and in
accordance with the Settlement Agreement.
16. The Court hereby directs that this judgment be entered by the clerk forthwith
pursuant to Federal Rule of Civil Procedure 54(b). The direction of the entry of final judgment
pursuant to Rule 54(b) is appropriate and proper because this judgment fully and finally
adjudicates the claims of the Plaintiffs and the Class against the Defendant in this action, allows
consummation of the Settlement, and will expedite the distribution of the Settlement proceeds to
the Class members.
SO ORDERED this.J\~ay of ~2012.
Hoii'. Sue L. Ro~ U.S. District Court for the District of Delaware
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EXHIBIT F
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IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA
IN RE OSB ANTITRUST LITIGATION : : Master File No. 06-826 : THIS DOCUMENT RELATES TO: : ALL DIRECT ACTIONS : :
ORDER
On November 10, 2008, Direct Purchaser Plaintiffs filed a Motion for Final Approval of
Proposed Settlements with Remaining Defendants, Approval of Plan of Allocation and Award of
Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards for Class Representatives.
(Doc. No. 916.) In separate Orders today, I have approved each of the five Settlements with the
remaining Defendants. I will approve the Plan of Allocation. I will grant Plaintiffs’ requests for
reimbursement of expenses and incentive awards for Class Representatives. Finally, I will grant
Plaintiffs’ request for attorneys’ fees, subject to my approval of the distribution of the fees and
my resolution of any disputes respecting that distribution.
I. PLAN OF ALLOCATION
Plaintiffs seek approval of their proposed Plan of Allocation, which they set forth in the
Combined Notice that was disseminated to Class Members. See Combined Notice ¶ 1.6. Under
the Plan, Members of the Litigation Class, Huber Settlement Class, Georgia-Pacific Settlement
Class, Ainsworth Settlement Class, and Tolko Settlement Class must timely file a Claim Form
with the Claims Administrator, who will award qualified Claimants their pro rata share of the
dollar value of the appropriate settlements. Membership in the Classes is determined by the type
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of OSB product the Claimant purchased and the date of purchase. There is a single Claim Form
for all the Classes, which was due to the Claims Administrator by December 1, 2008. Each
Claimant’s pro rata share will be determined by dividing (a) the dollar amount of the Claimant’s
direct purchases of the OSB products included in the Class by (b) the total dollar amount of all
claims made by Members of that Class. The Claims Administrator may investigate claims or
require additional documentation to determine the Claimant’s appropriate share. A Claimant
may appeal the denial of a claim to the Court. The settlement funds will be distributed in this
fashion as soon as practicable.
In considering whether to approve a proposed plan of allocation, courts employ the same
standard as that used to determine whether the settlement itself should be approved: the plan
must be fair, reasonable, and adequate. See, e.g., In re Am. Bus. Fin. Servs., Inc. Noteholders
Litig., No. 05-232, 2008 WL 4974782, at *9 (E.D. Pa. Nov. 21, 2008); Nichols v. SmithKline
Beecham Corp., No. 00-6222, 2005 WL 950616, at *16 (E.D. Pa. Apr. 22, 2005). “In general, a
plan of allocation that reimburses class members based on the type and extent of their injuries is
reasonable. ” In re Ikon Office Solutions, Inc. Sec. Litig., 194 F.R.D. 166, 184 (E.D. Pa. 2000).
I find that the proposed Plan of Allocation is indeed fair, reasonable, and adequate. Class
Members will be compensated for their qualifying OSB purchases in proportion to the total
amount of purchases made by Claimants within each Class. This is a common distribution
scheme that courts frequently approve because it enables each claimant to be compensated fairly
vis à vis other class members. See, e.g., Meijer, Inc. v. 3M, No. 04-5871, 2006 WL 2382718, at
*17 (E.D. Pa. Aug. 14, 2006) (because “the amount of a Class Member's relevant, direct
purchases provides a reasonable measure of the relative injury which each Class Member has
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suffered . . . the Distribution Plan correlates to the damages that each participating Class Member
actually suffered”).
The RV Class Members filed a superficial objection to the proposed Plan of Allocation,
arguing that the Combined Notice failed adequately to describe a distribution plan. (Doc. No.
906.) In a separate Order, I have today overruled this objection. Moreover, no Class Member
has objected to the substance of the proposed Plan. Accordingly, I will approve the Plan of
Allocation as fair, reasonable, and adequate.
II. ATTORNEYS’ FEES
Class Counsel seek attorneys’ fees of one third the total settlement funds that are or will
be available to Class Members, including interest. The total settlement amount is $120,730,000
plus interest. Excluding the value of the opted-out claims, one third of this amount currently
equals $37,091,797. In the event the opt-outs do not pursue their claims against Defendants and
funds revert back to Class Members, Class Counsel seek one third of these funds as well. I find
that this request for attorneys’ fees is reasonable and well-earned.
A. Standards
I may award “reasonable attorneys’ fees” in a class action. Fed. R. Civ. P. 23(h). “[A]
thorough judicial review of fee applications is required in all class action settlements.” In re
General Motors Corp. Pick-Up Truck Fuel Tank Prod. Liab. Litig., 55 F.3d 768, 819 (3d Cir.
1995). A court may award attorneys’ fees under either the percentage-of-recovery or lodestar
methods. The percentage-of-recovery method is generally preferred in common fund class
actions, however, “because it allows courts to award fees from the fund ‘in a manner that rewards
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counsel for success and penalizes it for failure.’” In re Rite Aid Corp. Sec. Litig., 396 F.3d 294,
300 (3d Cir. 2005) (quoting In re Prudential Ins. Co. Am. Sales Practice Litig. Agent Actions,
148 F.3d 283, 333 (3d Cir. 1998)). The Third Circuit has urged district courts to use the lodestar
method to cross-check the reasonableness of a requested percentage-of-recovery fee. Id. at 305.
The Third Circuit has set out criteria for district courts to consider in determining whether
a fee request is reasonable:
(1) the size of the fund created and the number of persons benefitted; (2) the presence or absence of substantial objections by members of the class to the settlement terms and/or fees requested by counsel; (3) the skill and efficiency of the attorneys involved; (4) the complexity and duration of the litigation; (5) the risk of nonpayment; (6) the amount of time devoted to the case by plaintiffs’ counsel; and (7) the awards in similar cases.
Gunter v. Ridgewood Energy Corp., 223 F.3d 190, 195 n.1 (3d Cir. 2000). Other criteria a court
may consider include:
(1) the value of benefits accruing to class members attributable to the efforts of class counsel as opposed to the efforts of other groups, such as government agencies conducting investigations . . . ; (2) the percentage fee that would have been negotiated had the case been subject to a private contingent fee agreement at the time counsel was retained . . . ; and (3) any “innovative” terms of settlement.
In re AT&T Corp., 455 F.3d 160, 165 (3d Cir. 2006) (citing Prudential, 148 F.3d at 338-39).
B. Reasonableness of the Requested Fee
Each of these criteria supports approval of the requested fee award. The size of the
settlement fund is quite large. Class Counsel negotiated settlements with each of the nine
Defendants, achieving a total recovery of over $120 million. As I discussed in my Orders finally
approving these settlements, this is an excellent recovery for the Class.
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The absence of substantial objections also weighs in favor of approving the request for
attorneys’ fees. The Combined Notice indicated that Counsel would seek an attorneys’ fees
award not to exceed one third of the recovery. See Combined Notice ¶ 1.8. Of a class of over
30,000, only a group of sixteen Class Members – the RVCMs – objected to the proposed
Settlements. I have overruled all these objections. The RVCMs also filed a “technical
objection” to the notice of Class Counsel’s fee request, and urged that I award them attorneys’
fees as objecting Class Members. (Doc. Nos. 901, 906; Tr. Nov. 24, 2008 at 34.) I have rejected
both arguments in separate Orders issued today. Interestingly, the RVCMs do not contend that a
fee of one third of the total recovery is unreasonable. (See Doc. No. 906.) There were thus no
objections as to the reasonableness of Class Counsel’s fee request.
“[T]he most significant factor [in evaluating claims for counsel fees] . . . is the quality of
representation, as measured by the quality of the result achieved, the difficulties faced, the speed
and efficiency of the recovery, the standing, experience and expertise of the counsel, the skill and
professionalism with which counsel prosecuted the case and the performance and quality of
opposing counsel.” In re Ikon, 194 F.R.D. at 194 (quotations and citation omitted). Class
Counsel have represented their clients with consummate skill and efficiency, bringing this
massive matter to conclusion in less than three years. Lead Class Counsel – Jeffrey Corrigan and
the other lawyers from Spector, Roseman, Kodroff & Willis, P.C. – performed brilliantly in this
exceptionally difficult case. Ably assisted by Co-Lead Counsel, Mr. Corrigan supervised
discovery efforts in which over eighty depositions were taken and over thirteen million
documents were produced. Moreover, counsel for Defendants – dozens of extremely
distinguished lawyers from across the country – skillfully and vigorously opposed Plaintiffs.
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Lead Defense Counsel Joseph Tate and other lawyers from Dechert LLP and James Grant and
other lawyers from Alston & Bird LLP are superb litigators who, along with other Defense
Counsel, presented sophisticated, aggressive defenses on behalf of their clients, filing motions to
dismiss, opposing class certification, and seeking summary judgment.
The fourth factor – complexity and duration of the litigation – also clearly supports the
fee request. This was an exceedingly complex class action that was vigorously litigated for
nearly three years. The case required careful review of millions of pages of complex financial
documents, presentation and review of sophisticated expert analyses, and the filing of
innumerable motions. As of this date, there are nearly one thousand docket entries for this case.
Class Counsel pursued this difficult case on a contingent basis, and recovery was by no
means guaranteed. The risk of nonpayment for fees and expenses was thus substantial. This
factor thus also weighs in favor of approving Class Counsel’s fee request.
Class Counsel have invested a tremendous amount of time during the nearly three years
this matter was litigated. Counsel’s Joint Declaration reports that they have spent over 100,000
hours litigating the case – an efficient expenditure of attorney time, given this case’s size and
complexity.
A fee of one third the total recovery is also reasonable when compared to fees courts in
this Circuit have awarded in similar cases. See, e.g., In re Remeron Direct Purchaser Antitrust
Litig., No. 03-0085, 2005 WL 3008808, at *15-16 (D.N.J. Nov. 9, 2005) (“A one third fee from a
common fund has been found to be typical by several courts within this Circuit which have
undertaken surveys of awards within the Third Circuit and others.”)
The Gunter criteria thus strongly support approval of the fee request. The Prudential
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factors also support approval. Prudential, 148 F.3d at 338-39. First, the benefit to the Class is
directly and entirely attributable to Class Counsel’s efforts: there was no underlying government
investigation on which Counsel could rely. Second, a 33 1/3% contingent fee is commonly
negotiated in the private market. See In re Linerboard Antitrust Litig., No. MDL 1261, 2004 WL
1221350, at *15 (E.D. Pa. June 2, 2004) (citing expert declarations that concluded that a thirty
percent fee is “at or below the market rate”); Remeron, 2005 WL 3008808, at *16 (“Attorneys
regularly contract for contingent fees between 30% and 40% with their clients in non-class,
commercial litigation.”). Third, the Settlement Agreements include innovative provisions
requiring the Settling Defendants to cooperate against all non-settling Defendants (with the
exception of Louisiana-Pacific’s, the last-settling Defendant). These provisions may well have
figured into the eventual decisions of all Defendants to settle.
The one third fee request is especially reasonable when cross-checked with Class
Counsel’s lodestar. See Rite Aid, 396 F.3d at 305 (suggesting that district courts check a
percentage-of-recovery fee against counsel’s lodestar to confirm reasonableness). Class Counsel
have submitted declarations and summaries of their hourly billing. (Doc. No. 916 Ex. B1-B39.)
I have examined these filings and find the time spent and hourly rates to be reasonable. The
cumulative lodestar totals $38,796,018. Class Counsel have instead requested one third of the
settlement funds that are or will be available to Class Members, which currently equals
$37,091,797. There is thus a negative multiplier of approximately .95. Given that courts have
approved percentage-of-recovery fee requests with lodestar multipliers in the one to four range,
Class Counsel’s request is very reasonable. See In re Cendant Corp. Prides Litig., 243 F.3d 722,
742 (3d Cir. 2001) (“‘[M]ultiples ranging from one to four are frequently awarded in common
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fund cases when the lodestar method is applied.’”) (quoting Prudential, 148 F.3d at 341).
Accordingly, I will approve Class Counsel’s requested fee award of one third of the total
settlement funds that are or will be available to Class Members. I decline, however, to follow
Counsel’s suggestion that I allow Lead and Co-Lead Counsel complete discretion to divide over
$37 million among the firms that represented Plaintiffs. Prudence suggests that judicial review
of that process is warranted, especially in light of the dispute between Co-Lead Counsel Cohen,
Milstein, Sellers & Toll, PLLC and Hausfeld LLP. (See Doc. No. 931; Tr. Nov. 24, 2008 at 25-
30.) I recognize, however, that Lead and Co-Lead Counsel are in the best position initially to
determine each firm’s contributions to the case. See Linerboard, 2004 WL 1221350, at *18
(liaison counsel is “better able to describe the weight and merit of each [counsel's] contribution”)
(quotation and citation omitted). Accordingly, I will Order Lead and Co-Lead Counsel to
develop and submit a proposed plan of distribution of the attorneys’ fees award by January 9,
2009, and will permit any interested firm or attorney to file objections to this proposed plan by
January 16, 2009. No attorneys’ fees shall be disbursed until I finally approve a complete plan of
distribution. If Plaintiffs’ Counsel are unable to agree as to the fees to be awarded to a firm or
lawyer, the matter shall be presented to me for resolution. A hearing on any such dispute shall be
held on February 9, 2009 at 2 p.m. I will not allow any fees to be disbursed to Plaintiffs’
Counsel until all these disputes are resolved.
III. UNREIMBURSED EXPENSES
Class Counsel request $1,874,979 in unreimbursed litigation expenses, documented in
declarations submitted to the Court. (Doc. No. 916 Ex. B ¶¶ 147-52; Ex. B1-B39.) “Attorneys
8 Case 3:12-cv-00169-AET-LHGCase 2:06-cv-00826-TR Document Document 338-2 947 Filed Filed 05/09/18 12/09/08 Page Page 76 of 9 383of 15 PageID: 5794
who create a common fund for the benefit of a class are entitled to reimbursement of reasonable
litigation expenses from the fund.” Nichols, 2005 WL 950616, at *24 (citations omitted). I have
already approved reimbursement of over $1.6 million in litigation expenses. (Id. ¶ 148.) This
complex, lengthy matter involved some eighty depositions, the creation and maintenance of a
huge case database, and the preparation and review of expert economic analyses and reports.
There has been no objection to the reasonableness of the request for expenses. Accordingly, I
find that these expenses are reasonable and I will approve reimbursement.
IV. INCENTIVE AWARDS FOR CLASS REPRESENTATIVES
Finally, Plaintiffs seek approval of $25,000 incentive awards for each of the six Class
Representatives. “[C]ourts routinely approve incentive awards to compensate named plaintiffs
for the services they provided and the risks they incurred during the course of the class action
litigation.” Cullen v. Whitman Medical Corp., 197 F.R.D. 136, 145 (E.D. Pa. 2000) (citation
omitted). Plaintiffs state that the Class Representatives have worked closely with Class Counsel
throughout the litigation and have reviewed litigation documents, provided discovery, and
submitted to deposition. (Doc. No. 916 at 46.) Given this participation over nearly three years,
and the absence of objection to the awards, I find that a $25,000 incentive award to each Class
Representative is reasonable. See, e.g., Linerboard, 2004 WL 1221350, at *18-19 (approving
$25,000 incentive awards, finding “ample authority in this district and in other circuits” to
support the amount).
AND NOW, this 9th day of December, 2008, it is ORDERED that Plaintiffs’ Motion for
Final Approval of Proposed Settlements with Remaining Defendants, Approval of Plan of
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Allocation and Award of Attorneys’ Fees, Reimbursement of Expenses, and Incentive Awards
for Class Representatives (Doc. No. 916) is GRANTED. It is FURTHER ORDERED as
follows:
1. The Plan of Allocation proposed by Direct Purchaser Plaintiffs in the Motion for Final
Approval is APPROVED as fair and reasonable.
2. The Claims Administrator, Complete Claim Solutions LLC, shall distribute the Net
Settlement Funds (i.e. the portion of the approved settlement funds that remains after
deduction of notice and administration costs, including the fees and costs of the Claims
Administrator that have already been or may hereafter be approved by the Court, and any
attorneys’ fees and expenses that the Court has already awarded, or may hereafter award,
to Class Counsel) as follows:
a. Members of the Litigation Class who submit a valid and timely
Claim Form will receive proceeds from the settlements with
Louisiana-Pacific Corporation, Weyerhaeuser Company, Potlatch
Corporation, Norbord Industries, Inc., and Grant Forest Products
Sales, Inc. and Grant Forest Products, Inc. The Net Settlement
Funds will be distributed on a pro rata basis to Litigation Class
Members who submit a valid and timely Claim Form. The Claims
Administrator will calculate the pro rata share for each Litigation
Class Member who submits a valid and timely Claim Form by
dividing (a) the dollar value of that Litigation Class Member’s
direct purchases of OSB structural panels included in the Litigation
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Class by (b) the total dollar value of all Claims made by members
of the Litigation Class.
b. Members of the Huber Settlement Class who submit a valid and
timely Claim Form will receive proceeds from the settlement with
J.M. Huber Corporation. The Net Settlement Funds will be
distributed on a pro rata basis to Huber Settlement Class Members
who submit a valid and timely Claim Form. The Claims
Administrator will calculate the pro rata share for each Huber
Settlement Class Member who submits a valid and timely Claim
Form by dividing (a) the dollar value of that Huber Settlement
Class Member’s direct purchases of the OSB products included in
the Huber Settlement Class by (b) the total dollar value of all
Claims made by members of the Huber Settlement Class.
c. Members of the Georgia-Pacific Settlement Class who submit a
valid and timely Claim Form will receive proceeds from the
settlement with Georgia-Pacific LLC. The Net Settlement Funds
will be distributed on a pro rata basis to Georgia-Pacific
Settlement Class Members who submit a valid and timely Claim
Form. The Claims Administrator will calculate the pro rata share
for each Georgia-Pacific Settlement Class Member who submits a
valid and timely Claim Form by dividing (a) the dollar value of
that Georgia-Pacific Settlement Class Member’s direct purchases
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of OSB structural panels included in the Georgia-Pacific
Settlement Class by (b) the total dollar value of all Claims made by
members of the Georgia-Pacific Settlement Class.
d. Members of the Ainsworth Settlement Class who submit a valid
and timely Claim Form will receive proceeds from the settlement
with Ainsworth Lumber Co. Ltd. The Net Settlement Funds will
be distributed on a pro rata basis to Ainsworth Settlement Class
Members who submit a valid and timely Claim Form. The Claims
Administrator will calculate the pro rata share for each Ainsworth
Settlement Class Member who submits a valid and timely Claim
Form by dividing (a) the dollar value of that Ainsworth Settlement
Class Member’s direct purchases of OSB structural panels included
in the Ainsworth Settlement Class by (b) the total dollar value of
all Claims made by members of the Ainsworth Settlement Class.
e. Members of the Tolko Settlement Class who submit a valid and
timely Claim Form will receive proceeds from the settlement with
Tolko Industries Ltd. The Net Settlement Funds will be distributed
on a pro rata basis to Tolko Settlement Class Members who
submit a valid and timely Claim Form. The Claims Administrator
will calculate the pro rata share for each Tolko Settlement Class
Member who submits a valid and timely Claim Form by dividing
(a) the dollar value of that Tolko Settlement Class Member’s direct
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purchases of OSB structural panels included in the Tolko
Settlement Class by (b) the total dollar value of all Claims made by
members of the Tolko Settlement Class.
f. Regardless of their purchases, individuals and entities are not eligible
to receive settlement proceeds if they: (1) excluded themselves from
all of the classes in which they qualified; (2) have assigned or
otherwise transferred their total claims to other parties; (3) are a
government entity; (4) are a Court in any of the lawsuits related to this
case; or (5) are a Defendant, or parent, subsidiary, or affiliate of one of
the Defendants.
3. Direct Purchaser Plaintiffs’ petition for the award of attorneys’ fees and the
reimbursement of litigation expenses to Class Counsel in the Motion for Final Approval
is GRANTED.
4. Attorneys’ fees in the amount of 33.33% of the total settlement funds that are or will be
available to Class Members, together with interest accrued thereon, are awarded to Class
Counsel, and interest shall accrue from the date the Defendants made the deposits into
each of the respective settlement accounts until the date such funds are dispersed to Class
Counsel, with interest on these fees being paid at the same rate as the settlement funds
have earned.
5. Lead and Co-Lead Counsel shall submit a proposed plan of distribution of the attorneys’
fees award by January 9, 2009. Any interested firm or attorney objecting to this plan
must file their objection by January 16, 2009. No attorneys’ fees shall be distributed until
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I finally approve an appropriate plan of distribution. If Plaintiffs’ Counsel are unable to
agree as to the fees to be awarded to a firm or lawyer, the matter shall be presented to me
for resolution. A hearing on any such dispute shall be held on February 9, 2009 at 2 p.m.
I will not allow any fees to be disbursed to Plaintiffs’ Counsel until all these disputes are
resolved.
6. Unreimbursed expenses of $1,874,979 are awarded to Class Counsel from the Total
Settlement Amount as reimbursement of expenses Plaintiffs’ counsel reasonably incurred
to prosecute this litigation. Lead and Co-Lead Counsel are authorized to distribute this
award as they deem appropriate.
7. Direct Purchaser Plaintiffs’ request for payment of incentive awards to the six Class
Representatives is GRANTED. I award $25,000 payable from the Total Settlement
Amount to each of the six class representatives: Sawbell Lumber Co., Columbare Inc.,
Norwood Sash & Door Manufacturing Co., Frontier Lumber Co., Inc., Grubb Lumber
Co., Inc., and New Deal Lumber & Millwork Co., Inc.
8. The Court retains continuing and exclusive jurisdiction over all matters relating to the
administration and implementation of the Plan of Allocation and the award of attorneys’
fees, reimbursement of litigation expenses, and incentive awards for class representatives.
Plaintiffs, Class Members and Plaintiffs’ Counsel are hereby deemed to have irrevocably
submitted to the exclusive jurisdiction of this Court, for any suit, action, proceeding or
dispute arising out of or relating to the Plan of Allocation or the award of attorneys’ fees,
reimbursement of litigation expenses or incentive awards for class representatives. Solely
for purposes of such suit, action or proceeding, to the fullest extent they may effectively
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do so under applicable law, the parties are deemed to have irrevocably waived any claim
or objection that they are not subject to the jurisdiction of this Court, or that this Court is,
in any way, an improper venue or an inconvenient forum.
AND IT IS SO ORDERED.
/s/ Paul S. Diamond
______Paul S. Diamond, J.
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EXHIBIT G Case 3:12-cv-00169-AET-LHGCase 3:07-md-01894-AWT Document Document 338-2 Filed521 05/09/18 Filed 12/09/14 Page 84Page of 3831 of PageID:9 5802
UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT
In re U.S. Foodservice, Inc. Case No. 3:07-md-1894 (AWT) Pricing Litigation
This Document Relates To: All Matters
ORDER APPROVING SETTLEMENTS
This matter came before the Court for a fairness hearing on December 9, 2014, pursuant
to Federal Rule of Civil Procedure 23 and the Preliminary Approval Orders of the Court dated
July 14, 2014 [Dkt. Nos. 508 and 509] (the “Preliminary Approval Orders”), and on the October
26, 2014 application of Plaintiffs for final approval of the Settlements set forth in (i) the
Settlement Agreement (the “USF Settlement Agreement”) executed May 20, 2014 by Plaintiffs
and Defendant U.S. Foods, Inc. f/k/a U.S. Foodservice, Inc. (“USF”), and (ii) the Settlement
Agreement (the “Redgate Settlement Agreement”) executed on July 13, 2014 by Plaintiffs and
Defendant Gordon Redgate. Notice having been given to the Class as required in the
Preliminary Approval Orders, and the Court having considered the USF Settlement Agreement
and the Redgate Settlement Agreement, and all papers filed and proceedings held herein, and
good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED AND DECREED as
follows:
1. Capitalized terms not otherwise defined in this Order shall have the same meanings given to
them in the USF Settlement Agreement. Case 3:12-cv-00169-AET-LHGCase 3:07-md-01894-AWT Document Document 338-2 Filed521 05/09/18 Filed 12/09/14 Page 85Page of 3832 of PageID:9 5803
2. The Court has jurisdiction over the subject matter of this Action and over all parties to this
Action, including all members of the Class certified by the Court pursuant to Fed. R. Civ. P.
23 to include:
Any person (individual or entity) in the United States who purchased products from USF pursuant to an arrangement that defined a sale price in terms of a cost component plus a markup (“cost-plus contract”), and for which USF used a VASP transaction to calculate the cost component.
The following potential class members have timely requested exclusion from the Class (and
not withdrawn that request): Clossman Catering, LLC, The Estate of Bryan Fogle, and The
University of Washington. These entities are hereby excluded from the Class and are not
subject to this Order.
3. The Court determines that Plaintiffs are alleging violations of the Racketeer Influenced and
Corrupt Organizations Act (“RICO”), 18 U.S.C. § 1961 et seq., as well as breach of contract
claims. The Court also determines that Defendants deny and, in entering the USF
Settlement Agreement and the Redgate Settlement Agreement, have not admitted Plaintiffs’
allegations.
4. The Court determines that the USF Settlement Agreement and the Redgate Settlement
Agreement have been negotiated vigorously and at arm’s length by the parties, that the
settlements arise from a genuine controversy between the parties and not as a result of
collusion, and were not procured by fraud or misrepresentation.
5. Pursuant to Federal Rule of Civil Procedure 23, and there being no objection to the USF
Settlement Agreement or the Redgate Settlement Agreement, the Court hereby approves and
confirms the USF Settlement Agreement and the Redgate Settlement Agreement as being
2
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fair, reasonable, and adequate settlements and compromises of the Action, adopts the USF
Settlement Agreement and the Redgate Settlement Agreement as its judgment, and orders
that the USF Settlement Agreement and the Redgate Settlement Agreement shall herewith be
effective, binding, and enforced according to their terms and conditions.
6. Notice of the pendency of this Action as a class action and of the USF Settlement Agreement
and the Redgate Settlement Agreement has been provided and made in accordance with the
Preliminary Approval Orders, and the Court finds as follows:
a. Such notices and the method by which they were provided to the Class were appropriate and reasonable;
b. Such notices included individual notice to all members of the Class that could be identified through reasonable efforts, publication of such notice in the Wall Street Journal, and banner notice placed in various foodservice industry journals and websites;
c. Such notices provided valid, due and sufficient notice of these proceedings and of the matters set forth therein, including the settlements described in the USF Settlement Agreement and the Redgate Settlement Agreement, and including information regarding the procedure for making objections by all persons to whom such notices were directed; and
d. Such notices fully satisfied the requirements of Federal Rule of Civil Procedure 23 and the requirements of due process.
7. The Action is hereby dismissed as against all Defendants, with prejudice and without costs,
except as set forth in the USF Settlement Agreement, the Redgate Settlement Agreement, and
this Order. Any other matter filed in or transferred to In re U.S. Foodservice Inc. Pricing
3
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Litig., Nos. 3:07-md-1894, 3:06-cv-1657, 3:08-cv-4, 3:08-cv-5 (D. Conn.) (the “MDL”) shall
be dismissed as against all Defendants, with prejudice and without costs.
8. Each member of the Class, on its own behalf and on behalf of those who directly, indirectly,
derivatively, or in any other capacity ever had, now have, or hereafter may have Released
Claims, as defined in section 11 of the USF Settlement Agreement and the Redgate
Settlement Agreement, shall be deemed to have and shall have absolutely and
unconditionally released and forever discharged with prejudice the Released Parties from all
Released Claims. Each member of the Class is hereby permanently barred and enjoined from
asserting any Released Claims.
9. The “Released Parties” are Koninklijke Ahold N.V. (“Ahold”), US Foods, Gordon Redgate,
and any of their respective past, present, and future parents, subsidiaries, divisions, business
units, associated and affiliated companies, agents, directors, officers, members, general
partners, limited partners, employees, affiliates, subsidiaries, divisions, representatives,
advisors, attorneys, associates, associations, consultants, successors, shareholders, heirs,
executors, and administrators.
10. All members of the Class are permanently barred and enjoined from the institution and
prosecution, either directly or indirectly, of any other actions in any court asserting any and
all Released Claims against any Released Party.
11. Payments shall be made to the Class Members in accordance with the Plan of Allocation
described in Plaintiffs’ Memorandum of Law in Support of Plaintiffs Motion for Final
Approval of the Settlements (“the Plan of Allocation”). The Plan of Allocation is hereby
approved as fair, reasonable, and adequate. The Court directs that the entire Settlement
4
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Fund, less attorney’s fees, expenses, incentive payments, and administration fees, be
distributed to the claimants pro rata. The pro rata distribution shall be calculated by
comparing each claimant’s purchases of relevant products to the total amount of purchases of
relevant products by all claimants submitting valid claims, providing each claimant with a
proportion of the Settlement Fund equal to its portion of the relevant purchases validly
claimed.
12. Class Counsel has moved for an award of attorney’s fees and reimbursement of expenses.
Pursuant to Rules 23(h)(3) and 54(d) of the Federal Rules of Civil Procedure, and pursuant to
the factors for assessing the reasonableness of a class action fee request as set forth in
Goldberger v. Integrated Resources, Inc., 209 F.3d 43 (2d Cir. 2000), the Court makes the
following findings of fact and conclusions of law:
a. There were no objections by Class Members to the requested fee award of
one-third of the Settlement Fund;
b. Class Counsel expended significant time and labor (approximately 94,000
hours) on behalf of the Class;
c. The magnitude and complexity of the litigation warrant payment to Class
Counsel of the amount requested;
d. Class Counsel undertook numerous and significant risks of non-payment
in the representation;
e. Class Counsel provided the Class with high quality representation;
5
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f. The “percentage-of-the-fund” method is the preferred method for
calculating attorney’s fees in common fund actions in this Circuit (see, e.g.
In re Merrill Lynch Tyco Research Sec. Litig., 249 F.R.D. 124, 136
(S.D.N.Y. 2008)).
g. The requested fee is reasonable in relation to the settlement;
h. Public policy considerations support awarding Class Counsel its requested
fee award;
i. Class Members were advised in the Notice of Class Action Settlement
with USF, which was approved by the Court, that Class Counsel intended
to move for an award of attorney’s fees of up to one-third of the gross
Settlement Fund, plus reimbursement of reasonable costs and expenses
incurred in the prosecution of this action;
j. Class Counsel did, in fact, move for an award of attorney’s fees in the
amount of one-third of the Settlement Fund, plus reimbursement of
reasonable costs and expenses incurred in the prosecution of this action,
incentive payments to class representatives, and administration expenses,
which motion has been publicly available on the docket and on the class
website at www.usfoodservicepricinglitigation.com since August 29, 2014
[Dkt. No. 510];
k. As detailed in the Joint Declaration of Richard L. Wyatt, James E. Hartley,
R. Laurence Macon, and Joe R. Whatley in Support of Class Counsel’s
6
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Motion for Award of Fees and Expenses from The Common Fund and for
Award of Incentive and Reimbursement Payment for Class
Representatives [Dkt. No. 510], a one-third fee would equate to a lodestar
multiplier of approximately 2.23. In comparison with similar common
fund cases, the multiplier requested here is well within the acceptable
range;
l. In light of factors and findings described above, the requested one-third
(33 1/3 %) fee award is within the applicable range of reasonable
percentage fund awards.
13. Accordingly, Class Counsel is hereby awarded attorney’s fees of one-third of the Settlement
Fund ($99 million) from the Settlement Fund. The Court finds this award to be fair and
reasonable.
14. Class Counsel is hereby additionally awarded $8,081,443.80 out of the Settlement Fund as
reimbursement for the expenses incurred in the prosecution of this lawsuit, which expenses
the Court finds to be fair, and reasonably incurred to achieve the benefits to the Class
obtained in the USF Settlement Agreement and the Redgate Settlement Agreement.
15. The awarded fees and expenses shall be paid to Class Counsel in accordance with the terms
of the Settlement Agreement. Lead Class Counsel shall allocate the fees and expenses
among all Class Counsel.
16. The Court finds that the class representatives, Catholic Healthcare West, Waterbury Hospital,
Thomas & King, Inc., and Frankie’s Franchise Systems Inc., provided benefit to the Class by
7
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their participation in the Action, and hereby awards $40,000 in incentive and reimbursement
payments to each of the representatives ($160,000 total), in addition to whatever monies each
Class Representative will receive from the Settlement Fund pursuant to the Plan of
Allocation, to compensate the Class Representatives for the effort, time, and expense spent
by them in connection with the prosecution of the Action.
17. The Court finds that Lizard’s Thicket of South Carolina provided benefit to the Class and is
hereby awarded an incentive and reimbursement payment of $20,000, in addition to whatever
monies Lizard’s Thicket will receive from the Settlement Fund pursuant to the Plan of
Allocation, to compensate it for the effort, time, and expense spent by it in connection with
the prosecution of the Action.
18. The Court will approve payment to the court-approved Claims and Notice Administrator,
Gilardi, Inc. (“Gilardi”) for reasonable costs and expenses associated with providing notice to
the Class and administration of the Settlement Fund. Class Counsel shall submit a request
for Gilardi’s fees and expenses with its Motion for Approval of Distribution of the Settlement
Fund.
19. Neither the USF Settlement Agreement, the Redgate Settlement Agreement, nor the terms of
such agreements shall be offered or received into any action or proceeding for any purposes,
except: (a) in an action or proceeding arising under the USF Settlement Agreement and the
Redgate Settlement Agreement or arising out of or relating to the Preliminary Approval
Order or the Final Order; or (b) in any action or proceeding where the releases provided
pursuant to the USF Settlement Agreement and the Redgate Settlement Agreement may serve
as bars to recovery.
8
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20. Without affecting the finality of this Judgment in any way, the Court hereby retains
continuing and exclusive jurisdiction over the USF Settlement Agreement and the Redgate
Settlement Agreement, including (a) the administration, consummation, interpretation and
enforcement of the USF Settlement Agreement and the Redgate Settlement Agreement, (b)
the implementation of the Settlement and any award or distribution of the Settlement Fund;
(c) the disposition of the Settlement Fund and implementation of the Plan of Allocation; and
(d) all Parties hereto for the purpose of construing, enforcing, and administering the
Settlement.
ENTRY OF JUDGMENT
The Clerk of Court is directed to enter the Final Judgment in the form attached to this
Order dismissing all Released Claims with prejudice.
It is so ordered.
Dated this 9th day of December 2014, at Hartford, Connecticut.
/s/ Alvin W. Thompson United States District Judge
9
Case 3:12-cv-00169-AET-LHGCase 3:07-md-01894-AWT Document Document 338-2 521-1Filed 05/09/18 Filed 12/09/14 Page 93 Page of 383 1 of PageID: 1 5811
UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT
In re U.S. Foodservice, Inc. Case No. 3:07-md-1894 (AWT) Pricing Litigation
This Document Relates To: All Matters
FINAL JUDGMENT
The Court has entered the Final Approval Order as to the parties’ Settlements.
Accordingly, Plaintiffs’ claims against U.S. Foods, Inc. f/k/a U.S. Foodservice, Inc. and Gordon
Redgate are hereby DISMISSED WITH PREJUDICE, and this Final Judgment shall issue
consistent with Federal Rule of Civil Procedure 58.
It is so ordered.
Dated this 9th day of December 2014, at Hartford, Connecticut.
Alvin W. Thompson United States District Judge
Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 94 of 383 PageID: 5812
EXHIBIT H Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 95 of 383 PageID: 5813
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE DUCTILE IRON PIPE FITTINGS Civ. No. 12-169 (AET) (LHG) (“DIPF”) INDIRECT PURCHASER ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL INDIRECT PURCHASER ACTIONS
DECLARATION OF DAVID E. KOVEL ON BEHALF OF KIRBY MCINERNEY LLP IN SUPPORT OF CO-LEAD COUNSEL’S MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND LITIGATION EXPENSES
I, DAVID E. KOVEL, declare as follows:
1. I am a member of the law firm of Kirby McInerney LLP (“KM”). I submit this
declaration in support of Indirect Purchaser Plaintiffs’ (“IPP”) application for an award of
attorneys’ fees and reimbursement of expenses in connection with the services rendered, and
costs and expenses incurred in In re Ductile Iron Pipe Fittings (“DIPF”) Indirect Purchaser
Antitrust Litigation (the “Action”). I make this declaration on personal knowledge, and if called
as a witness I could and would competently testify to the matters set forth herein.
2. My firm was appointed Interim Co-Lead Counsel along with Kohn Swift & Graf
P.C., and Weinstein Kitchenoff & Asher LLC. The background and experience of KM and its
attorneys who worked on this matter are summarized in the curriculum vitae attached hereto as
Exhibit 1.
3. KM has prosecuted the Action solely on a contingent fee basis, and has been at
risk that it would not receive any compensation for prosecuting claims against Defendants. While
1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 96 of 383 PageID: 5814
KM devoted its time and resources to this matter, it has foregone other legal work for which it
could have been compensated.
4. During the pendency of the Action, KM along with Kohn Swift & Graf P.C., and
Weinstein Kitchenoff & Asher LLC, as Interim Co-Lead Counsel, was involved with all aspects
of the litigation, including, among other work:
Investigating the DIPF industry and working with the Class Representatives to draft and file complaints and amended complaints;
Negotiating with Defendants and coordinating with the Direct Purchaser Plaintiffs on discovery matters and reports to the Court;
Responding to Defendants’ discovery requests (interrogatories and requests for production of documents), negotiating the scope of that discovery, and processing, reviewing, and analyzing document productions from each Class Representative for potential production to Defendants;
Drafting discovery requests directed to third parties, and coordinating discovery with the Direct Purchaser Plaintiffs;
Reviewing and analyzing the voluminous FTC record, including documents produced by Defendants, trial transcripts and exhibits, briefs, findings of fact and conclusions of law, and opinions by the FTC and courts;
Reviewing and analyzing documents and data produced by Defendants and third parties;
Briefing and arguing motions to dismiss;
Briefing and arguing a motion to compel discovery from a third party in another District Court;
Consulting with an expert to develop opinions on antitrust impact and damages for purposes of class certification, summary judgment, and trial;
Preparing for and participating in the depositions of defense and third- party fact witnesses, in coordination with the Direct Purchaser Plaintiffs;
Preparing for and examining the defense expert witness, in coordination with the Direct Purchaser Plaintiffs;
Preparing for and defending the depositions of the Class Representatives;
2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 97 of 383 PageID: 5815
Preparing for and defending the deposition of Dr. James T. McClave, Plaintiffs’ expert;
Briefing the motion to exclude the opinions of Dr. McClave;
Briefing and arguing the motion for class certification;
Preparing for and attending multiple mediations, which eventually resulted in settlements in principle with all the Defendants; and
Negotiating separate settlements with SIGMA, Star, and McWane; working with Garden City Group to design a notice program and to send notices to the members of the settlement classes and to create and maintain a settlement website; preparing the settlement agreements and the required notices, orders, and preliminary and final approval briefs; and obtaining approval from the Court.
5. The schedule attached as Exhibit 2 sets forth my firm’s total hours and lodestar,
computed at historical rates, for the period from May 10, 2012, through and including March 31,
2018. This period reflects the time spent after the appointment of Interim Co-Lead Counsel and
Liaison Counsel for IPPs in the Action. The total number of hours spent by my firm during this
period of time was 2,323.00, with a corresponding lodestar of $1,334,418.75. This schedule was
compiled from contemporaneous, daily time records prepared and maintained by my firm. The
lodestar amount reflected in Exhibit 2 was performed by attorneys and professional staff at my
firm for the benefit of the Settlement Classes. The hourly rates for the attorneys and professional
staff in my firm reflected in Exhibit 2 are the usual and customary hourly rates historically
charged by my firm in similar matters.
6. My firm has expended a total of $25,835.66 in unreimbursed costs and expenses
in connection with the prosecution of the Action from inception through and including March 31,
2018. These costs and expenses are set forth in the schedule attached as Exhibit 3 and are
reflected in the books and records of my firm. They were incurred on behalf of IPPs by my firm
and have not been reimbursed.
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I declare under penalty of perjury under the laws of the United States that the foregoing is
true and correct.
Executed this 8th day of May, 2018, at New York, New York.
/s/ David E. Kovel DAVID E. KOVEL
4 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 99 of 383 PageID: 5817
Exhibit 1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 100 of 383 PageID: 5818
Kirby McInerney LLP is a specialist plaintiffs’ litigation firm with expertise in antitrust, commodities, securities, structured finance, whistleblower, health care, consumer, and other fraud litigation.
KM has achieved and is pursuing landmark results in the fields of antitrust, commodities fraud, securities fraud, corporate governance, consumer, and health care, representing our clients in both class actions and individual litigation. KM has recovered billions of dollars for its clients.
KM has been appointed interim lead counsel in In re North Sea Brent Crude Oil Futures Litig., No. 13- md-02475 (S.D.N.Y.), a case brought on behalf of commodity futures traders alleging that certain oil companies misreported or otherwise manufactured market information for crude oil prices. KM also is co-lead counsel in the antitrust action In re Libor-Based Financial Instruments Antitrust Litig., No. 11-md-02262 (S.D.N.Y.), a case alleging the fixing of prices of a benchmark interest rate; and co-lead counsel for the indirect purchaser plaintiffs in In re Ductile Iron Pipe Fittings (“DIPF”) Indirect Purchaser Antitrust Litig., No. 12-cv-169 (D.N.J.), a case alleging the raising and fixing of prices in the market for ductile iron pipe fittings.
KM was also co-lead counsel on behalf of indirect purchasers in In re BP Propane Indirect Purchaser Antitrust Litig., No. 06-cv-3541 (N.D.Ill. 2010) which resulted in a $15 million settlement on behalf of propane purchasers.
KM served as lead counsel to classes of indirect purchasers in connection with antitrust proceedings against Microsoft in Charles Cox and Old Factories, Inc. v. Microsoft Corp., Index No. 105193/00, Part 3 (N.Y. Sup. Ct.); Gordon, et al. v. Microsoft Corp., No. MC 00-5994 (Minn. Dist Ct. Hennepin County). These litigations resulted in settlements totaling nearly a billion dollars for consumers in the States of New York, Florida, Tennessee, West Virginia, and Minnesota (where the litigation proceeded to trial). The specific cases cited here, conducted on behalf New York and Minnesota consumers, resulted in recoveries of approximately $350 million and $175 million, respectively.
Additionally, KM acted as lead counsel in In re Reformulated Gasoline (RFG) Antitrust and Patent Litig. and Related Actions, No. 05-cv-01671 (C.D. Cal), an antitrust class action pertaining to Unocal’s alleged manipulation of the standard-setting process for low-emissions reformulated gasoline in California, which plaintiffs claim caused inflated retail prices. This litigation resulted in a $48 million settlement for indirect purchasers. KM also acted as one of the firms with primary responsibility for In re Visa Check/MasterMoney Antitrust Litig., No. 96-cv-05238 (E.D.N.Y.), a case on behalf of a class of retailers in connection with Visa MasterCard policies pertaining to debit card fees. The litigation resulted in a settlement of over $3 billion for the class and landmark injunctive relief.
KM has been involved in some of the most cutting edge areas of market manipulation cases, including a seminal case involving Sumitomo Corporation’s manipulation of the copper market. Of late, KM represented market makers and hedge funds in commodities manipulation cases involving silver, propane and fixed income Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 101 of 383 PageID: 5819 products. KM’s experience in market manipulation and price fixing for both indirect and direct purchasers, in cases brought under the Sherman Act and state law analogs, spans the markets for gasoline, propane, cement, concrete, steel, potash, silver and even fixed income products.
Many of KM’s attorneys are exceptionally well versed in antitrust and commodities litigation. David Kovel, the partner with our firm most involved in commodities litigation, was a commodities trader prior to receiving his JD/MBA and worked in the commodities export markets. As a commodities trader, Mr. Kovel took financial risk in futures and options markets and traded physical markets in U.S., Europe, Asia and Latin America. He became a specialist at trading in futures delivery markets and understanding the relationship between futures prices and the physical spot market. Prior to joining KM, Alice McInerney was Chief of the Investor Protection Bureau and Deputy Chief of the Antitrust Bureau of the New York Attorney General’s office. Partner Daniel Hume and our associates too have exceptional antitrust experience.
Some notable KM antitrust work includes:
. In re Visa Check/MasterMoney Antitrust Litig., No. 96-cv-5238 (S.D.N.Y.) (over $3 billion settlement in direct purchaser debit card fee case – KM was class counsel with second largest lodestar in the case);
. Microsoft antitrust cases: KM acted as a lead counsel to classes of indirect purchasers in connection with antitrust proceedings against Microsoft. The litigations resulted in settlement totaling nearly a billion dollars for consumers in the states of New York, Florida, Tennessee, West Virginia, and Minnesota (where the litigation proceeded to trial). We presently are helping lead a similar effort on behalf of consumers and government entities in Canada;
. CRT and LCD Price Fixing Cases: KM is playing a lead role in the Cathode Ray Tube indirect purchaser antitrust litigation that is approaching trial and played a significant role as well in the Liquid Crystal Display indirect purchaser litigation which recently settled for over $1 billion;
. In re Reformulated Gasoline (RFG) Antitrust and Patent Litig. and Related Actions, No. 05-cv-01671 (C.D. Cal. 2005) ($48 million settlement on behalf of indirect gasoline purchasers);
. In re BP Propane Indirect Purchaser Antitrust Litig., No. 06-CV-3541 (N.D.Ill. 2010) ($15 million settlement on behalf of indirect propane purchasers);
. In re Potash Antitrust Litig., No. 08-cv-06910 (N.D.Ill. 2008) (indirect purchaser price fixing case – pending on appeal);
. In re Commodity Exchange, Inc., Silver Futures and Options Trading Litig., No. 11-md-02213 (S.D.N.Y. 2011) (market manipulation case pending);
. Supreme Auto Transport LLC v. Arcelor Mittal et al., No. 08-cv-05468 (N.D. Ill. 2008) (indirect purchaser price fixing case pending); and
. In re Sumitomo Copper Litig., No. 96-cv-4584 (S.D.N.Y. 1999) (counsel in matter involving settlement of over $140 million in market manipulation case). Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 102 of 383 PageID: 5820
CURRICULA VITAE
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David Bishop is a partner practicing out of our New York office, where he coordinates domestic client and government relations, and focuses on securities and antitrust litigation. Mr. Bishop joined the firm in 2006 following a distinguished career in local government. Mr. Bishop was elected to the Suffolk County Legislature in 1993 while still attending Fordham Law School. There he served in several leadership capacities, including Democratic Party Leader, Chairman of Public Safety and Chairman of Environment. His legislative record earned him recognition from the Nature Conservancy, the Child Care Council and the Long Island Federation of Labor.
As an attorney in private practice, Mr. Bishop has litigated numerous NASD arbitrations on behalf of claimants.
Recent cases in which Mr. Bishop has been involved include:
. Representation of the NY State Common Retirement Fund as lead plaintiff in In re National City Corporation Securities, Derivative & ERISA Litigation, a securities class action arising from National City’s alleged misrepresentations regarding exposure to subprime mortgage related losses. This case resulted in a settlement of $168 million;
. Representation, as lead counsel, of classes of consumers harmed by price fixing in the LCD flat panel and SRAM markets; and
. Representation, as co-lead counsel, of an investor class led by an individual investor in Lapin v. Goldman Sachs, a securities class action against Goldman Sachs. This litigation resulted in a recovery of $29 million for the class.
Mr. Bishop is admitted to the New York State Bar and the United States District Court for the Eastern and Southern Districts of New York. He is a member of the Public Investors Arbitration Bar Association and of the New York City Bar Association. He graduated from American University (B.A., 1987) and from Fordham University (J.D., 1993).
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Thomas W. Elrod is a partner based in our New York office focusing on securities, commodities, antitrust and whistleblower litigation. Mr. Elrod joined the firm in 2011.
Recent cases on which Mr. Elrod has worked include:
. In re Citigroup Inc. Securities Litigation, a class action, in which Kirby McInerney served as lead counsel, arising out of Citigroup’s alleged misrepresentations regarding their exposure to losses associated with numerous collateralized debt obligations. This case settled for $590 million;
. Representation of exchange-based investors in futures, swaps, and other Libor-based derivative products, alleging that defendant banks colluded to misreport and manipulate Libor Rates. This litigation is ongoing;
. Representation, as lead counsel on behalf of a proposed class of futures traders in In re North Sea Brent Crude Oil Futures Litig., alleging benchmark manipulation. This litigation is ongoing;
. Representation, as co-lead counsel, of a proposed class of natural gas traders in a class action lawsuit against Total Gas & Power North America, Inc. (TGPNA) alleging price manipulation of physical natural gas as well as price manipulation of natural gas futures and other derivative natural gas contracts. This litigation is ongoing;
. Representation of municipal issuers of Auction Rate Securities in FINRA arbitrations alleging misrepresentations by underwriters;
. Representation, as lead counsel, in In re Hi-Crush Partners L.P. Securities Litigation, alleging that fracking sand producer Hi-Crush Partners misled shareholders prior to its initial public offering. This case resulted in a $3.8 million settlement while class certification was pending;
. Representation of a nationwide class of residential mortgage loan borrowers in Rothstein v. GMAC Mortgage LLC, a class action alleging violations of the Racketeer Influence and Corrupt Organizations Act. This litigation resulted in a $13 million settlement against GMAC Mortgage; and
. Representation of whistleblowers who claim that their companies have violated federal law or defrauded the United States Government.
Mr. Elrod is admitted to the New York State Bar, the New Jersey State Bar, the United States District Courts for the Southern and Eastern Districts of New York, the United States District Court for the District of New Jersey, and the United States Courts of Appeals for the 2nd and 9th Circuits. He graduated from the University of Chicago (B.A., 2005) and from the Boston University School of Law (J.D., 2009).
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Robert J. Gralewski, Jr. is a partner based in our California office. Mr. Gralewski focuses on antitrust and consumer litigation and has been involved in the fields of complex litigation and class actions for over 15 years. Throughout the course of his career, Mr. Gralewski has prosecuted a wide variety of federal and state court price-fixing, monopoly and unfair business practice actions against multinational companies, major corporations, large banks, and credit card companies.
Some of Mr. Gralewski’s relevant work includes:
. Representation of businesses and consumers in indirect purchaser class actions throughout the country against Microsoft for overcharging for its products as a result of its unlawful monopoly. Mr. Gralewski was a member of the trial teams in the Minnesota and Iowa actions (the only two Microsoft class actions to go to trial) which both settled in plaintiffs’ favor after months of hard-fought jury trials. The Microsoft cases in which Mr. Gralewski was involved in ultimately settled for more than $2 billion in the aggregate;
. Representation of businesses and consumers of thin-film transistor liquid crystal display (TFT- LCD) products who were harmed by an alleged price-fixing conspiracy among TFT-LCD manufacturers; and
. Representation of businesses and consumers in an indirect purchaser class action against various manufacturers of SRAM, alleging that defendants engaged in a conspiracy to fix prices in the SRAM market.
Mr. Gralewski is a member of the California State Bar and is admitted to practice in state and all federal courts in California as well as several federal courts throughout the country. He graduated from Princeton University (B.A., 1991) and cum laude from California Western School of Law (J.D., 1997).
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David E. Kovel is a partner based in our New York office and is a member of the firm’s management committee. Mr. Kovel’s practice focuses on whistleblower, antitrust, commodities, securities and corporate governance matters. Mr. Kovel joined the firm in 2004.
Recent cases in which Mr. Kovel has been involved include:
. In re Libor-Based Financial Instruments Antitrust Litigation. Court appointed co- liaison counsel for all class actions in the multi-district litigation and co-lead counsel for exchange-based class alleging the fixing of prices of a benchmark interest rate. Obtained a $20 million settlement with one of 16 defendants (the first settlement in the ongoing complex litigation). Remaining claims are pending;
. Representation, as counsel for lead plaintiff and other share holders in a derivative action brought against members of the Board of Directors and senior executives of Pfizer, Inc. for breach of fiduciary duty. Pfizer agreed to pay a proposed settlement of $75 million and to make groundbreaking changes to the Board’s oversight of regulatory matters;
. Representation of purchasers of pharmaceutical drugs claiming to have been harmed by Branded manufacturers who fraudulently extended patent or other regulation monopolies;
. Representation, as lead counsel, of a class of New York State consumers in connection with antitrust proceedings against Microsoft;
. Representation, as lead counsel, of a class of gasoline purchasers in California in connection with Unocal, Inc.’s manipulation of the standard-setting process for gasoline. The litigation resulted in a $48 million recovery for the class;
. Representation, as lead counsel in In re North Sea Brent Crude Oil Futures Litig on behalf of a proposed class of traders alleging benchmark manipulation. This litigation is ongoing;
. Representation of propane purchasers who were harmed by BP America’s manipulation of the physical propane market; and
. Representation of various whistleblowers who claim that their companies have defrauded the United States Government or other state and city governments.
Mr. Kovel also has an active pro bono practice, having represented, among others, clients in need of housing referred through the office of pro se litigation in the Southern District of New York, clients in foreclosure matters, and a Latino soccer association in its efforts organize and obtain a fair proportion of field time from a municipality.
Mr. Kovel is admitted to the New York State Bar, the United States District Courts for the Southern, Eastern, and Western Districts of New York, the United States Court of Appeals for the First Circuit, and the Connecticut State Bar. He is a member of the New York City Bar Association Committee on Futures and Derivatives Regulation, and is a former member of the New York City Bar Association Antitrust Committee. He graduated from Yale University (B.A.), Columbia University School of Law (J.D.) and Columbia University Graduate School of Business (M.B.A.). Mr. Kovel traded commodities for several years before attending law school. Prior to joining KM, Mr. Kovel practiced at Simpson Thacher & Bartlett LLP. He is fluent in Spanish. 7
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Andrew M. McNeela is a partner in our New York office focusing on securities, structured finance and antitrust litigation. Mr. McNeela joined the firm in 2008.
Some of Mr. McNeela’s relevant work includes:
. Representation of the New York City Pension Funds as lead plaintiff in a class action against Wachovia Corporation arising from Wachovia’s alleged misrepresentations of their exposure to the subprime market. This case resulted in a settlement of $75 million;
. Representation of the NY State Common Retirement Fund as lead plaintiff in In re National City Corporation Securities, Derivative & ERISA Litigation, a securities class action arising from National City’s alleged misrepresentations regarding exposure to subprime mortgage related losses. This case resulted in a settlement of $168 million;
. Representation, as lead counsel, a group of Singapore-based investors in a securities class action against Morgan Stanley pertaining to notes issued by Cayman Islands-registered Pinnacle Performance Ltd. Plaintiffs allege that Morgan Stanley routed Pinnacle investors' principal into synthetic collateralized debt obligations (CDOs) that it built to fail and then bet against. As the CDOs failed by design, plaintiffs' principal was swapped to Morgan Stanley, enriching Morgan Stanley while rendering the Pinnacle Notes an all-but-total loss. This case settled for $20 million;
. Representation, as lead counsel, in the securities class action In Re Herley Industries Inc. Securities Litigation on behalf of investors. This litigation resulted in a recovery of $10 million for the class; and
. Representation, as lead counsel, of investors in Goldman Sachs common stock in a securities class action case pertaining to Goldman’s alleged instruction to their research analysts to favor procurement of investment banking deals over accuracy in their research. Disclosure caused Goldman Sachs' stock to decline materially. This litigation resulted in a recovery of $29 million for the class.
Immediately prior to joining KM, Mr. McNeela served as an Assistant United States Attorney in the Civil Division of the United States Attorney’s Office for the Southern District of New York. In this capacity, he represented the United States in a wide array of civil litigation. Mr. McNeela has argued over twenty cases before the United States Court of Appeals for the Second Circuit. In 2013, he was named one of the top attorneys under 40 by Law360’s Rising Stars.
Mr. McNeela is admitted to the New York State Bar, the United States Court of Appeals for the Second Circuit, and the United States District Courts for the Southern and Eastern Districts of New York. He is a member of the New York American Inn of Court. He graduated from Washington University (B.A., 1995) and from Hofstra University School of Law (J.D., 1998, cum laude), where he was a member of the Law Review.
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Christopher S. Studebaker is a partner in our New York office focusing on antitrust, structured finance, and securities litigation. Mr. Studebaker joined the firm in 2007.
Recent cases on which Mr. Studebaker has worked include:
. Representation of the State of Michigan in a lawsuit filed in Michigan State Court against McKesson Corporation, Hearst Corporation, and First DataBank. The case alleges that each defendant caused false claims to be submitted to the Michigan Medicaid program, and the overpayment of Medicaid pharmacy claims;
. Representation, as lead counsel, of a group of Singapore-based investors in a securities class action against Morgan Stanley pertaining to notes issued by Cayman Islands-registered Pinnacle Performance Ltd. Plaintiffs allege that Morgan Stanley routed Pinnacle investors' principal into synthetic collateralized debt obligations (CDOs) that it built to fail and then bet against. As the CDOs failed by design, plaintiffs' principal was swapped to Morgan Stanley, enriching Morgan Stanley while rendering the Pinnacle Notes an all-but-total loss. This case settled for $20 million;
. Representation, as lead counsel, in In Re Herley Industries Inc. Securities Litigation on behalf of investors. This litigation resulted in a recovery of $10 million;
. Representation of direct purchasers against Becton Dickinson for alleged monopolization of the hypodermic syringe market. This litigation is ongoing;
. Representation of California consumers against Intel for alleged monopolization of the X86 microprocessor chip market. This litigation is ongoing; and
. Representation of consumers against TFT-LCD manufacturers for alleged price-fixing of the TFT-LCD market. This litigation is ongoing.
Before joining the firm, Mr. Studebaker worked as an associate with an antitrust and consumer protection boutique, and served at the U.S. Department of Commerce. Prior to attending law school, Mr. Studebaker worked and studied in Japan.
Mr. Studebaker is admitted to the New York State Bar, the Washington State Bar, the United States District Court for the Southern District of New York, and the United States Court of Appeals for the Second Circuit. He is a member of the Asian American Bar Association of New York. Mr. Studebaker graduated from Georgetown University (B.S.F.S., 1997, cum laude), Waseda University (M.A., 2001), and University of Kansas (J.D., 2004), where he was Managing Editor of the Journal of Law & Public Policy. He is fluent in Japanese.
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Meghan Summers is a partner based in our New York office focusing on securities, structured finance, and antitrust litigation. Ms. Summers previously worked at the firm as a paralegal and law clerk before joining the firm in September 2012 as an associate.
Ms. Summers has recently worked on the following cases:
. Representation of a group of Singapore-based investors in a securities class action against Morgan Stanley pertaining to notes issued by Cayman Islands-registered Pinnacle Performance Ltd. Plaintiffs allege that Morgan Stanley routed Pinnacle investors' principal into synthetic collateralized debt obligations (CDOs) that it built to fail and then bet against. As the CDOs failed by design, plaintiffs' principal was swapped to Morgan Stanley, enriching Morgan Stanley while rendering the Pinnacle Notes an all-but-total loss. This case settled for $20 million;
. An individual lawsuit against Morgan Stanley pertaining to four fraudulent collateralized debt obligations. Plaintiff alleges that Morgan Stanley represented that independent collateral managers would select safe, high-quality reference entities to be included in the collateralized debt obligations’ underlying portfolios, but that in reality, Morgan Stanley controlled portfolio selection and chose high- risk collateral, while actively shorting that same collateral in order to enrich itself at its client’s expense;
. Individual lawsuits against Morgan Stanley, Credit Agricole Corporate and Investment Bank, UBS, Deutsche Bank, Credit Suisse, Goldman Sachs, JP Morgan, and Barclays pertaining to a number of fraudulent structured investment vehicles and asset-backed collateralized debt obligations;
. An individual securities fraud action against BP plc related to the Deepwater Horizon explosion on April 20, 2010, and the subsequent drop in BP’s share price; and
. Individual securities fraud actions against Merck and Schering-Plough related to the commercial viability of the companies’ anti-cholesterol medication Vytorin, and the subsequent drop in Merck’s and Schering-Plough’s share price.
. In re MOL Global Inc. Securities Litigation, a class action lawsuit alleging that e-payment enabler MOL Global misled shareholders prior to its initial public offering.
As a law clerk, Ms. Summers worked on a variety of matters including In re Citigroup Inc. Securities Litigation, In re Wachovia Corporation, In re Libor-Based Financial Instruments Antitrust Litigation, Dandong v. Pinnacle Performance Limited, and private antitrust proceedings against Microsoft in the United States and Canada.
Ms. Summers is admitted to the New York State Bar, the United States District Courts for the Southern and Eastern Districts of New York, the United States District Court for the District of Colorado, and the United States Court of Appeals for the 3rd Circuit. She graduated from Cornell University summa cum laude where she was ranked first in her major (B.S., 2008) and from Pace University School of Law summa cum laude where she was Salutatorian of her class (J.D., 2012). 10
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Will Harris is Of Counsel to the firm. He focuses on antitrust and consumer litigation.
Some of Mr. Harris’s relevant work includes:
. Representation of direct purchasers in a class action against the manufacturers of drywall in In re Domestic Drywall Antitrust Litigation. The defendants allegedly unlawfully conspired to artificially inflate the prices of drywall in the U.S.;
. Representation of businesses and consumers of thin-film transistor liquid crystal display (TFT-LCD) products who were harmed by an alleged price-fixing conspiracy among TFT-LCD manufacturers; and
. Representation of businesses and consumers in an indirect purchaser class action against various manufacturers of SRAM, alleging that defendants engaged in a conspiracy to fix prices in the SRAM market.
Mr. Harris is admitted to the New York State Bar and the United States District Court for the Southern District of New York. He graduated from The College of William & Mary (B.A. 2001) and Washington and Lee University School of Law (J.D. 2005).
Prior to joining KM, Mr. Harris was an associate with the law firm Gergosian & Gralewski, and before that, he worked as a contract attorney with KM in connection with the firm’s Microsoft litigation, which ultimately settled for more than $2 billion in the aggregate.
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Beverly Mirza is Of Counsel to the firm and focuses on antitrust and securities litigation. Ms. Mirza joined the firm in 2004.
Cases on which Ms. Mirza has worked include:
. Representation of a class of consumers in connection with In re Reformulated Gasoline (RFG) Antitrust and Patent Litigation and Related Actions. This case involves Unocal’s manipulation of the standard-setting process for low- emissions reformulated gasoline in California, which increased retail prices of reformulated gasoline. This litigation resulted in a $48 million recovery for the class;
. Representation of exchange-based investors in futures, swaps, and other Libor-based derivative products, alleging that defendant banks colluded to misreport and manipulate Libor rates;
. Representation, as one of the firms with primary responsibility for the case, of a class of purchasers of computers containing Intel’s microprocessor chips in Coordination Proceedings Special Title, Intel x86 Microprocessor Cases. This litigation is ongoing;
. Representation of a class of retailers in In re Chocolate Confectionary Antitrust Litigation, alleging price fixing claims against a group of chocolate manufacturers in the United States and abroad;
. Representation of a class of sellers in In re Ebay Seller Antitrust Litigation, alleging monopolization claims against Ebay;
. Representation of an objector to the settlement in Reynolds v. Beneficial National Bank in the United States Northern District Court for the District of Illinois. Ms. Mirza and KM were lauded by the presiding judge for their “intelligence and hard work,” and for obtaining “an excellent result for the class.”
Ms. Mirza is admitted to the California State Bar and the United States District Courts for the Northern and Central Districts of California. Her practice is supervised by members of the State Bar of New York. She graduated from California State University of Los Angeles magna cum laude (B.S., 2000) and from California Western School of Law (J.D., 2004).
12
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Elizabeth A. Brehm is an associate who concentrates on antitrust and securities litigation. Ms. Brehm joined the firm in 2011. Prior to her time at KM, Ms. Brehm practiced as an attorney in the New York office of Winston & Strawn LLP.
Recent cases on which Ms. Brehm has worked include:
. Representation of indirect purchasers in In re Cathode Ray Tube (CRT) Antitrust Litigation, a price fixing anti-trust case wherein it is alleged that defendant entities conspired to control prices of television and monitor components;
. Representation, as lead counsel, of consumer classes in connection with antitrust proceedings against Microsoft in the United States and Canada. So far, these litigations have resulted in settlements totaling nearly a billion dollars for consumers in Florida, New York, Tennessee, West Virginia and Minnesota, where the litigation proceeded to trial;
. In re Ductile Iron Pipe Fittings Antitrust Litigation, MDL No. 2347 (D. NJ. 2012). Co-lead counsel on behalf of a proposed class of purchasers of iron pipe fittings for water projects. Class representatives include Wayne County, Michigan; and
. Representation, in an individual lawsuit against Morgan Stanley pertaining to four fraudulent collateralized debt obligations. Plaintiff alleges that Morgan Stanley represented that independent collateral managers would select safe, high-quality reference entities to be included in the collateralized debt obligations' underlying portfolios, but that in reality, Morgan Stanley controlled portfolio selection and chose high-risk collateral, while actively shorting that same collateral in order to enrich itself at its client's expense.
During her time at Winston & Strawn, Ms. Brehm focused on products liability litigation, including Estate of Bobby Hill v. U.S. Smokeless Tobacco Co., a wrongful death products liability lawsuit brought by the family of Bobby Hill against Altria Group, which had recently acquired U.S. Smokeless Tobacco Co. The lawsuit asserted that U.S. Smokeless Tobacco manufactured and sold smokeless tobacco that Bobby Hill began using when he was 13-years-old and that this led to the death of Mr. Hill at age 42 from tongue cancer. The case settled prior to trial.
Ms. Brehm is admitted to the New York State Bar. She graduated from Boston University (B.A., 2001), Long Island University (M.S. Edu., 2004), and from Hofstra School of Law magna cum laude (J.D., 2008).
13
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Fatima Brizuela is an associate based in our California office who concentrates on antitrust matters. Ms. Brizuela joined the firm in 2015.
Currently, Ms. Brizuela works on the following cases:
. Representation of businesses and consumers in indirect purchase class actions throughout the country against Microsoft for overcharging for its products as a result of its unlawful monopoly; and
. Representation of an end-user class of businesses and consumers in connection with In Re: Cathode Ray Tube (CRT) Antitrust Litigation. In this case, the manufacturers of cathode ray tubes conspired to fix, raise, maintain and/or stabilize prices. Because of Defendants’ alleged unlawful conduct, Plaintiffs and other Class Members paid artificially inflated prices for CRT Products and have suffered financial harm.
In addition, Ms. Brizuela assists senior attorneys with drafting briefs and motions, legal memoranda and research on various securities and antitrust litigation.
Ms. Brizuela graduated from Rutgers University (B.A. summa cum laude 2009) and California Western School of Law (J.D. 2015). She is admitted to the New York State Bar and is a member of the San Diego County Bar Association.
14
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EXHIBIT 2
In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET) (LHG)
Kirby McInerney LLP Reported Hours and Lodestar on a Historical Basis May 10, 2012 through March 31, 2018
HISTORICAL NAME STATUS YEAR TOTAL HOURS HOURLY RATE LODESTAR ATTORNEYS David Kovel P 2012-2013 203.50 $800.00 $162,800.00 David Kovel P 2014-2015 226.75 $850.00 $192,737.50 David Kovel P 2016 139.50 $900.00 $125,550.00 David Kovel P 2017-2018 72.75 $985.00 $71,658.75 David Bishop P 2012 51.00 $600.00 $30,600.00 David Bishop P 2013 28.00 $750.00 $21,000.00 David Bishop P 2014-2015 39.75 $775.00 $30,806.25 David Bishop P 2016 57.50 $800.00 $46,000.00 Andrew McNeela P 2012 37.00 $750.00 $27,750.00 Robert Gralewski P 2012 1.00 $750.00 $750.00 Robert Gralewski P 2014 1.25 $775.00 $968.75 Robert Gralewski P 2016 2.25 $800.00 $1,800.00 William Harris OC 2014 22.00 $500.00 $11,000.00 Beverly Tse Mirza OC 2017 18.25 $650.00 $11,862.50 Elizabeth Brehm A 2014 590.25 $400.00 $236,100.00 Elizabeth Brehm A 2015 72.25 $500.00 $36,125.00 Elizabeth Brehm A 2016 224.00 $550.00 $123,200.00 Elizabeth Brehm A 2017 112.75 $575.00 $64,831.25 Christopher Studebaker A 2012-2013 79.75 $550.00 $43,862.50 Meghan Summers A 2013 19.00 $350.00 $6,650.00 Thomas Elrod A 2013 8.00 $400.00 $3,200.00 Beverly Tse Mirza A 2012 4.75 $550.00 $2,612.50 Fatima Brizuela A 2016 1.25 $350.00 $437.50
NON-ATTORNEYS Elaine Mui SAN 2015 0.5 $300.00 $150.00 Elaine Mui SAN 2017 51.5 $400.00 $20,600.00 Elaine Mui SAN 2018 25.75 $450.00 $11,587.50 Wilona Karnadi AN 2014 20.75 $300.00 $6,225.00 Paralegals (1st Year) PL 2012 - 2013 42.50 $200.00 $8,500.00 Paralegals (1st Year) PL 2014 - 2015 74.75 $210.00 $15,697.50
Page 1 of 2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 115 of 383 PageID: 5833 EXHIBIT 2
In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET) (LHG)
Kirby McInerney LLP Reported Hours and Lodestar on a Historical Basis May 10, 2012 through March 31, 2018
Paralegals (1st Year) PL 2016 27.25 $225.00 $6,131.25 Paralegals (1st Year) PL 2017 - 2018 26.50 $250.00 $6,625.00 Paralegal (2nd Year) PL 2017 9.50 $300.00 $2,850.00 Clerks C 2012 - 2015 6.25 $95.00 $593.75 Clerks C 2016 - 2017 25.25 $125.00 $3,156.25 TOTALS: 2,323.00 $1,334,418.75
(P) Partner (OC) Of Counsel (A) Associate (SA) Staff Accountant (SAN) Senior Analyst (AN) Analyst (PL) Paralegal (C) Clerks
Page 2 of 2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 116 of 383 PageID: 5834
EXHIBIT 3
In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation , Civ. No. 12-169 (AET) (LHG)
Kirby McInerney LLP Expenses Incurred Inception - March 31, 2018
CATEGORY AMOUNT INCURRED Court Fees (filing, etc.) $2,148.50 Computer Research (Lexis, Westlaw, PACER, etc.) $4,632.65 Court Reporter $1,343.35 Experts / Consultants $3,402.71 Mediation $833.33 Service of Process $4,748.00 Overnight Delivery (Federal Express, etc.) $337.20 Telephone / Facsimile $562.19 Transcripts (Hearings, Depositions, etc.) $213.50 Travel (Airfare, Ground Travel) $5,121.73 Travel (Meals and Lodging) $2,492.50 TOTAL $25,835.66
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EXHIBIT I Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 118 of 383 PageID: 5836
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RB DUCTILE IRON PIPE FITTINGS Civ. No. t2-169 (AET) (LHG) (..DIPF") INDIRECT PURCHASER ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL INDIRECT PURCHASER ACTIONS
DECLARATION OF KOHN, SWIFT & GRAF, P.C. IN SUPPORT OF CO-LEAD COUNSEL'S MOTION FOR AN AWARD OF ATTORNEYS' FEES AND LITIGATION EXPENSES
I, Joseph C. Kohn, declare as follows:
1. I am a member of the law firm of Kohn, Swift & Graf, P.C. I submit this
declaration in support of Indirect Purchaser Plaintiffs' ("IPPs") application for an award of
attorneys' fees and reimbursement of costs and expenses in connection with the services
rendered, and costs and expenses incurred,in In re Ductile lron Pipe Fittings ("DIPF") Indirect
Purchaser Antitrust Litigation (the "Action"). I make this declaration on personal knowledge,
and if called as a witness I could and would competently testify to the matters set forth herein.
2. My firm was appointed by the Court as one of the Interin.r Co-Lead Counsel for
the IPPs in the Action. The background and experience of Kohn, Swift & Graf, P.C. and its
attorneys who worked on this matter are summarized in Ihe curriculunt vilae attached hereto as
Exhibit A.
3. Kohn, Swift & Graf, P.C. has prosecuted the Action solely on a contingent fee
basis, and has been at risk that it would not receive any compensatiol'l for prosecuting claims
{00 r 820{0 } Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 119 of 383 PageID: 5837
against Defendants. While Kohn, Swilt & Graf, P.C. devoted its time and resoul'ces to this
matter, it has foregone other legal work for which it could have been compensated.
4. During the pendency of the Action, Kohn, Swift & Graf, P.C., as one of the Co-
Lead Counsel, was involved in all aspects of the case and performed the following work:
investigated the ductile iron pipe fittings market, clrafted pleadings and amended pleadings,
worked with the client with respect to pleadngs and discovery, drafted oppositions to the motions
to dismiss, argued the opposition to the motions to dismiss, participated in document and
deposition discovery ofthe client, the defendants, third parties, and experts, drafted the class
certification papers, worked with the expeft, and obtained settlements with all the defendants,
including being part of the mediations and negotiations and preparing the documents necessary
to give notice to the class members and to obtain final approval of the settlements.
5. The schedule attached as Exhibit 1 sets forth my firm's total hours and lodestar,
computed at historical rates, for the period from May 10,2012, through and including March 31,
2018. This period reflects the time spent after the appointment of Interim Co-Lead Counsel and
Liaison Counsel for IPPs in the Action. The total number of hours spent by my firm during this
period of time was2470.50, with a corresponding lodestar of $l ,325,091. This schedule was
compiled from contemporaneous, daily time records prepared and maintained by my firm. The
lodestar amount reflected in Exhibit A is for work assigned by Co-Lead Counsel, and was
performed by attorneys and professional stafïat my firm for the benefit of the Settlement
Classes. The hourly rates f-or the attorneys and plofèssional staflin rny firm reflected in Exhibit
A are the usual and customary hourly rates historically charged by my firm in similar matters.
6. My firm has expendecl a total of $19.438.88 in unreimbursed costs and expenses
in connection with the prosecution of the Action fiorn inception through and inch-rding March 31,
{00 rfi20¡0 ì ) Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 120 of 383 PageID: 5838
2018. These costs and expenses are set forth in the schedule attached as Exhibit 2 and are
reflected in the books and records of my firm. They were incurred on behalf of IPPs by my firm
and have not been reimbursed.
I declare under penalty of perjury under the laws of the United States that the foregoing is
true and correct.
Executed this lst day of May,2078, at Philadelphia, Pennsylvania.
/s/ Joseoh C. Kohn Joseph C. Kohn
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EXHIBIT A Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 122 of 383 PageID: 5840
I{OHN. SWI & cltìAIr P C
Since its foundingin 1969, the firm of Kohn, Sr,vift & Graf, P.C., has beetr ¿t
nation¿rl leacler in the prosecution of antitrust class act,ions and other cornplex
cornmercial litigation. Kohn, Swift & Graf, P.C. and its attoi'neys herve been
selected by courts and co-counsel to be lead counsel, or mernbers of thc executivc
comrnittee of counsel, in scores of class actions throughout the country in the
antitrust, securities fraud, tort and consumer protection fields.
The firm has been co-Iead counsel in the Holocaust Era cases and othel
ground breaking international human rights litigation which have resulted in
settlements totaling billions of dollars for plaintiff classes from Swiss banks and
German and Austrian industries. The firm also maintains a general business
Iitigation practice representing plaintiffs and defendants, including Fortune 500
and other publicly traded corporations, in state and federal courts.
The firm and its shareholders have been recognized for their excellence in
antitrust, business and human rights litigation by numerous publications, including
the Best Law)¡ers in America, Chambers USA Arnerica's Leading Business Lawyers
and Pennsylvania Super Law)¡ers.
The Kohn firm has been a leader in the prosecution of antitrust class actions
for the past 40 years. The firm has been appointed oue of the lead counsel in In re
r\ u fn tn tive Parts A -tit..rr of T .ifi oqi-inr. Mastel File No. 12-md-02311 and MDL No
2311 (MDL No. 2317 includes, among others, In re Wii'e Harness Antitlust
Litisationi nel Clustel Antit In re Heater Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 123 of 383 PageID: 5841
(jonLlol Pancl AntiIr'usb LiLigaLioni In re Occupant Saf'et)¡ S)¡stems Anti[r'usl
Litisationi In re Be¿rrines Antitrust Litieationi In re Windshield \A¡ipel S]'stems
AnLittust Litieatron, In re Windshield Washer Svsterns Antitrust Litigationi In re
Starters Antitrust Litigationi and In re Fuel Senders Antitrust Ljtieadati). :lhe
firm has also served as lead or co-leacl counsel in the following antitrust class
actions, among others: In re Ductile h'on Pipe Fittings ("DIPF") Indirect Purchaser
Antitrust Litigation, Case No. 12:169 (D.N.J.)i In re Packased Ice Antitrust
Litisation, Case No. 08-MD-01952 and MDL No. 1942 (n.n. Mich.) ($Z0.ZS rnillion
in settlements)i In re Fasteners Antitrust Litigation, MDL No. 1912 (tr.D. Pa.); In re
Graphite Electrodes Antitrust Litigation, MDL No. 1244 (9.O. Pa.) (over $133
million in settlements obtained for the class)i In re Automotive Refinishine Paint
Antitrust Litieation, MDL No. 1426 (8.D. Pa.) (settlements totaling $105.75
million); In re Plastics Additives Antitrust Litigation, MDL No. 1684 (tr.D. Pa.)
(settlements of $46 million); In re Residential Doors Antitrust Litigation, MDL 1039
(n.O. Pa.) ($18 million in settlements)i In re Chlorine and Caustic Soda Antitrust
Litieation, 116 F.R.D. 622 (8.D. Pa. 1987) (settled on eve of trial for $51 miliion)i
ll¡rvnhor'ìnnd F'errns Tnc r¡ *nr¡rr.ino Rovr"ic Inrl u Inc 120 F.R.D . 642 (n.O. pa
19BB) (class action alleging price fixing in waste hauling industr'5'-case settled
sirortly before trial for $50 million)i In re Cornpact Disc Minimum Advertised Price
Antitrust Litigation, MDL No. 1361 (D. Me.) (settlements totaling $143 rnillion
apploved)i In re Stock Exchanges Options Antiti'ust Litigation, MDL No. 1283
(S.D.N.Y.) (settlernents reached with over'40 defendants for'$44 million); In re
2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 124 of 383 PageID: 5842
Pillar Poirrt P¿rltners .t\ r-r til.ru s t, Liti rr¿.i tro n, IVIDL No. 1202 (D. Arizon¿r) (settlements
of $fO rnillior-r), In rc z\rnino ¿\cid L)¡sine ¿\ntibrust Litisation, 918 F.Supp. 1190
(N.D. Ill. 199tj) (setticments in excess of $ìll0 million)i In re To]¡s "R" ljs. Inc..
Antitrust Litigaiion, MDL 1211 (tr.D.N.Y.) ($SS mittion settlement value); In re
Plywood Antitmst Litigatiorr, MDL 159 (D. La.) (tried to verdict for plaintiffsi
affirmed by Fifth Circuiti total settlements of approximately $1?3 million)
In addition, the l(ohn firm is and has been a member of a steering committee
or executive committee of counsel in dozens of antitrust class actions, including: Jn
flrr*-o-^-, ll^-.ro.^cinn E'^^ T i*i-o (S.D.N.Y.)i -o ^,-+;+ rust tron In re Carbon Fiber
Antitrust Litisation (C.O. Cal.); In re Linerboard Antitrust Litieation (p.D.pa.); In
re Relafen Antitrust Litieation (D.Mass.); n Name Pres tron
Antitrust Litieation (N.D. Ill.); In re Commercial Exp ves Antitrust Litisation (n
Utah); In re Catfish Antitrust Litieation (N.O. Miss.)i In re Commerciai Paper
Antitrust Litieation (lM.n.pta.); In re Glassine and Greasproof Paper Antitrust
Litigation (8.D. Pa.); In re Corrugated Container Antitrust Litieation, (S.D. Tex.);
In re Sugar Industrv Antitlust T,itisatron (n.n. pa.)
The Kohn firm also rnaintains a business iitigation practice and has
represented private clients as plaintiffs in antitrust cases where it was the sole
counsel, or assisted by a few co-counsel. These cases were hald fought and several
have ploceeded through tlial and appeals .Alvord-Polk, Inc. v. F. Schumacher &
Co.,37 F.3d 996 (s¿ Cir. 1994), celt. denied,5l4 U.S. 1063 (fSgS) (surnrnalv
judgrnent in favor of defendants revelsed b5, Third Cilcuiti celtiorari denied by the
') -) Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 125 of 383 PageID: 5843
Supleme Coui't, case tlied to conclusion befbre a jury and settlecl aftel tlial);
êr¡lfcl r.r'rr rn ili Associates Inc. v. Gull'st ì'll .-l ìlì Ar.r'nqn:rr.r. llnln 995 Ir.2rl 425 (3d Cir
1993) (july vcrclict in favor of plaintifl'i case scttled)i Big Apple BMW, Inc. v. BMW
of Nort,h Arnerica. Inc. , 97 4 F .2d 1358 (ed Cir:. 1992), cert. denied, 507 U.S. 912
(tSSg) (surnmary judgment in favor of defendant reversed by Third Circuiti case
settled prior to trial).
In addition to its antitrust practice, the Kohn firm has been retained by
institutional investors, including several multi-billion dollar pension funds, to
monitor their investments and to commence litigation when appropriate. The firm
has brought litigation on behalf of the Retirement System of the City of
Philadelphia, the Police and Fire Retirement System of the City of Detroit and the
General Retirement System of the City of Detroit. The Kohn firm has been lead or
co-lead counsel in the following securities class actions among others: In re KLA-
Tencor Corp. Securitjes Litieatjoq, Master Fiie No. 06-cv'04065-MJJ (N.D. CaI) ($65
million settiement approved); In re Marveli TechnoloKy Group, Ltd. Securities
Litieation, Master FiIe No. 06-06286-RMW (N.O. Cal.) ($72 million settlement
approved)i In re Calpine Corporation Securities Litißation, Master File No. C-02-
1200 (N.D. Cal) (settled on an individual basis ¿rftel trial prepalation nearly
cornplete)i In le Schulman Partnerships Secui'ities Litigation, MDL 753-AAH (C.D
Ca.); Goldenherg et al v M rr'intt PT,P llnln p t lì No PJM 95¡-3461 (D. ttla.); In
le Intellieent Electlonics, Inc. Secr-n'ities Litigallqu, IVlaster File No. 92-CV-1905
(8.D. Pa.); WEBBCO v. Tele-Cornrnunications, h-rc., et ¿r1., No. fl4-WN'{-2254 (D
4 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 126 of 383 PageID: 5844
Colo.), '[']rcr Cartel Revocable 'ft'ust v. Teìr:-Cornnrunic¿rtions, Inc., et ¿r1., No
94-W1\{-225ii (D. Colo.); R:lhìr¡ r¡ llr',r-rcnlrl r\,¡.crtlq Gl'otrn Inr. ,,,f :ll 89 Civ. 6130
(LBS) (S.D.N.Y.)i S¿rdler v. Stonehenge Capital Colp., et al., 89 Civ. 6512 (KC);
Rarnos, et al. v. Patrician Equities Corp., et al., 89 Civ. 5370 (TPG) (S.n.N.y.); In re
Aclvirc¿rlc Sccul'ities Litiqation , (8.D. Pa. 1993), Solo. et al. v. Duval Countv Housinq
Finance Authoritl¿, et ai., No. 94-1952-CA (Duval Cty. trla.)i In re Clinton Oil
Sectrrities Litigation, (D. Kan. 1982)
The firrn also has litigated numerous consumer and mass tort class actions,
such as: In re S]¡nthroid Marketing Litigation, MDL No. 1182 (N.D. Ill.); In re
Temporomandibular Joint (TMJ) Implants Products Liabilitv Litieation, MDL No
1001 (D. Minn.); In re Bolar Pharmaceutical Co., Inc. Generic Drug Consumer
Litisation, MDL No. 849 (n.n.pa.); In re General Motors Corporation Pickup Truck
F'rrol Tenì¡ Prndrrcfs T .i ol-.iìif-t T .ifi oolir.- MDL No. 961 and Master FiIe No. 92-6450
(E.D.Pa.); In re Factor VIII or Factor IX Concentrate Blood Products Litigation,
Civil Action No. 93-5969 and MDL No. 986 (N.D.Il1.); In re Cople]¡ Pharmaceutical.
Inc., "Albuterol" Products Liabilitv Litisatiqu, MDL Docket No. 94-140-1013 (D
Wyo.)
Courts throughout the country have plaised the firrn's ability to handle
complex class litigation
Tn ro,Arrfnrrroti Ve Rof.inishinq P iìtn t Antiti'ust Litr ctatrorr MDL No. 1426 (E.D
Pa.). Judge Sullich stated: "I want to cornrnend counsel on both sides of this
litigation. I tliink the r:eplesentation on botl-r sides of this litigation is as good as
5 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 127 of 383 PageID: 5845
I've cver scen iu tn¡' enl..ii'e plof'cssion¿rl c¿rreer. "'franscript of healing, z\ugust S)
2001, pp.18-19
In i'e Graphite Þllcch'ocles Änbitrust Litisation , Master File No. 97-CV'4182,
MDL No. 1244 (n.n. Pa.). Jud¡1e Weiner wrote that "[c]lass counsel exhibited the
highest level of skill ancl professionalism in their conduct of this litigation." Order
of September 8, 2003
In re Compact Disc Minirnum Advertisins Price Antitrust Litisation, MDL
No. 1361 (D. Me.). In selecting the firm as lead counsel, Judge Hornby stated that
"f have concluded that the firm Kohn, Swift & Graf has the experience, skill,
resources, and expertise best able to move this matter forward, and I hereby
designate that firm as lead counsel." Order of January 26,2O07,p.2
ï o .A nfifr¡rcf T.ifioqfinn (N.D. ^-;-^ ^^;.1 T, MDL No. 1083 Iil.)
After selecting Kohn Swift & Graf, P.C. as sole lead counsel, at the conclusion of the
case Judge Shadur praised the firm's "extraordinarily professional handling" of the
matter, which justified the selection of the firm ab initio. Transcript of hearing,
February 27,1998, pp. 3 -4
Tn le: Rio Hair Natulaìizer ducts Liabilitv Litieation. MDL 1055 (tr.D
Mich.). Judge Rosen stated th¿it "the worlc of ltead counsel] and the rnanner in
which they conducted themselves exhibited the verv highest ievel of professionalism
and competence in oul legal syStern." 1996 U.S. Dist. LEXIS 20440, *57 (tr.D
Mich., December' 20, 1996)
6 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 128 of 383 PageID: 5846
In le: Montgomery Ward Catalos Sales I-itig¿rtion, Vl¿rster File No. 85-5094
MDL No. 685 (8.O. PÐ. Judge Green praised "the efficient, ¿rnd excellent quality c.rf
the attorneys' worh." Memorandum and Ordei', August 24, l98B
7 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 129 of 383 PageID: 5847
.'OSEP[I C. KOT.IN
Joseph C. Kol-ur is a sharcliolcler ancl director in the firm of'Kohn, Swilt & Graf, P.C..
with which he has been ¿issociatcd since l9tÌ2. FIe iras personally tried jr-rry and non-jLrly c¿rscs.
including class actions ancl argued cases in the Third Circuit Courl of Appeals, the Judicial Panel
on Multidistrict Litigation, ¿rnd in Iìederal Courts in Pennsylvania, California, Georgia, Illinois,
Maine, Michigan, New York, New Jersey, Texas and the District of Columbia and in various
State Courls throughout Pennsylvar-ria.
Mr. Kohn has a Cum Laude Bachelor's Degree from the University of Pennsylvania and a
1982 J.D. Degree, Cutn Laude, from Villanova Law School, where he was both Editor-in-Chief
of the Villanova Law Review and winner of the prestigious Reimel Moot Courl competition, an
accomplishment unique in the law school's history. I{e was elected to the Order of the Coif.
Since joining the Kohn firm in 1982,he has represented both plaintiffs and defendants in
antitrust, securities law, toxic torl, consumer fraud, RICO and other complex litigation in class
and non-class cases. Ile has been appointed by Courts or by co-counsel as the lead or co-lead
counsel in the following antitrust class actions, among others: In re Aulomolive Parls Anlilrust
Litigation, MDL No. 231 I (8.D. Mich. 2012); In re Packaged lce Antitrust Litigation, MDL No.
1952 (F..D. Mich. 2008); In re Ductile lron Pipe Fittings Indirect Purchaser Antitrust Litigation,
(No. 12-169 D.N.J. 2012), In re Contpact Disk lulinimunt Adttertised Price AnÍitrusl Liligalion,
MDL No. 1361 (D. Me): In re Str¡ck Exchanges Optictns Trading Antitrust Litigcrtion- MDL No.
1283 (S.D. N.y.)t Inre Gruphite Electrode Antitrust Litigation, MDLNo. 1194 (8.D. Pa.);lnre
Toy'.s "R" Us Antitru.st Litigcttion,MDL No. 1211 (8.D. N.Y.); In re Metal Building In.sttlutir¡t't
Antitrttst Litigution. C.A. No. I-l-96-3490 (S.D.'I'ex.); In re Plctstic.ç Adtlitive.s Antitrttst
Litigcrtion. Master lrile No. 2:03-cv-2038-t,DD; In rc Autr¡ntotive Refinishing Paint Antitrusl Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 130 of 383 PageID: 5848
Litigtttion, MDL 1426 (8.D. Pa.) and In re Sult'i.tric Acid ¿lntitrust Litigcttion. MDL No. 153(r
(N D. Ill). In addition, l-re has parlicipated in the lollowing antitn¡st cases arnoug others: /n re
Chlorine ¿tnd Cau,çtic Soda Antitrust Litigcttiort, Master File No. 86-5428 (lr.D. Pa.); Cumberland
I;arms, Inc. v. Browning Fercis Industries, eÍ al., No. 87-3717 (E.D. l>a.); In Re Plastic
Tcthlev,are Antitrust Litigation,No.94-CV-3594 (8.D. Pa.); In re Resiclential Doors AntiÍrust
[,itigation, No. 94-CV-3744 (8.D. Pa.) and New York State l]eer Antitrust Litigatio¡2, No. 86-
2400 (E.D. N.Y.).
He is a member of tlie American, Pennsylvania and Philadelphia Bar Associations, and
has served as a member of the Pennsylvania Bar's House of Delegates, and the Federal Courts
Comrnittee of the Philadelphia Bar Association. He has lectured at continuing legal education
programs on the subjects of antitrust, class actions, expert witnesses and trial practice. He is
listed in Best Lawyers in America (2006 to present); The Chambers USA America's Leading
Lawyersfor Business (2004 to present) and recognized as a "Super Lawyer" in Pennsylvania in
the antitrust fìeld.
2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 131 of 383 PageID: 5849
WII,LIAM I'. I{OtrStr
Willi¿rm [ì. I-Ioese, a sh¿rreholder in t.he fi,rm of Kohn, Swift & Clraf, P.C., joinecl thr: f irm in 1\¡rrrl 1989. Irnmecli¿rtely prior t,o joining the firm hc w¿ts scnioi' tri¿rl counsel in the Philadelphizr RegionaÌ Ofïice of the United States Sercurities and
Exchange Cornmissron.
lVIr. Hoese h¿rs an "av" rating from Martindale-Hubble. He has been selected for inciusion in Best La in America and one of "Philadelphia's Best Lawyers" in the area of antitrust law, and has also been recogntzed as a Pennsylvania "Super
Lawyer."
Mr. Hoese is a member of the Pennsylvania bar, and is admitted to practice before the United States District Court for the Eastern District of Pennsylvania and the Eastern District of Michigan, as well as the United States Court of Appeals for the Third and Seventh Circuits
Mr. Hoese received his Juris Doctor degree, magna cum laude, from the
Syracuse University College of Law in 1984. He was inducted into the Order of the
Coif and the Justinian Honor Society
Mr. Floese received his B.A. degree with honors in poiitical science from The
College of Wooster in 1980. He is a member of Phi Beta Kappa
Mr. Hoese was co-lead counsel for the plaintiffs in In re Skin-Cap Products
Liabilitv Litis., MDL L243 (S.D. Fla.). Mr. Hoese is also litigating and has litigated numerous antitrust cases, as well as securities, mass tort, consumel:, and other cornmercial cases, including: In re Automotive Parts Antitrust Litig., lVlaster File
No. I2'nd 02311 ancl MDL No. 2311 (MDL No. 2311 includes In re Wii:c Harness Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 132 of 383 PageID: 5850
Ant.itrusl Litig., In lcr Insli_qUU_r_!-,lli¡qcl ()lr-rster Antitrust Litis.i In rellqqjçr
Control Panels Ant,il,r'ust, Lil;ie , In lt.. Ocr:un:rnl; Saf'ei,v stems Anl,it.rust, Litis.i in
re Bearings;\ntitlr-rst [,itig., in re z\lterrr¿rtols ¡\ntitrust Litiq., In re W¿rsher
Sl¿stems Antitrust Litis., In re Wipers ¿\ntitrust Litieationi In re Starters Antitrust
Litie.; In re Alternators Antit,rust Lil;ig.; In re Slrarl< Plugs Antitrust Litie.; In re
Oxvsen Sensors Antitrust Litis.i In re Power Window Mo tors Antitrust Litis.i and
In re Ienition Coils Antitrust Litie.)i First Impressions Salon, Inc. v. National Milk
Producers Federation , Case No. 3:13-cv-00454 (S.D. Ili..); In re Parking Heaters
Antitrust Litie., Case No. 1:15-mc-00940 (E.D.N.Y.)i In re Packaqed Ice Antitrust
Litie., Case No. 08-MD-01952 and MDL 1952 (p.n. Mich.); In re Sulfuric Acid
Antitrust Litie., MDL Docket No. 1536, Master File No. 03 CV 4576 (N.O. Ill.); In re
Plocfina Additives Antitrust Liti Master Docket No. 03-CV-2038 (n.n. Pa.); In re
Isostatic Graphite Antitrust Litig., Master I'ile No. 00-CV-1857 (tr.D. Pd; In re
Rullr fRxtrrr r]prì'l Gt"rr. hite Prnrlrrnfc Anfifrrrc t T.itio Master File No. 02 CV 06030
(D.N.J.); In re Graphite Electrodes Antitrust Litig., Master FiIe No. 97-CV-4182 and
MDL No. 1244 (P.O. Pa.); In re Commercial Explosives Antitrust Litis., MDL No.
10935 (p. Utair)l In re Amino Acid Lvsine Antitrust Litis.. Civil Action No. 95 C
7679 and MDL No. 1083 (N.O. Ill.)i In re Metal Buildins Insulation Antitrust Litie.,
Civil Action No. H-96-3490 (S.D. Texas) , In re Commercial Tissue Antitrust T,itis.
MDL No. 1189 (N.D. Fla.); Sorbate Prices Cases, J.C.C.P. No. 4073 (Superior Court for the City and County of San Francisco); In re IndyMac Mortsase Backed
Securities Litis., Master Docket 09-civ-045S3 (S.D.N.Y.)i The Police and Fire
2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 133 of 383 PageID: 5851
Iì.c 1.i re rn r: n l. Svst.¿: of the Citv of DelroiI v. (ìolchn¿rn S¿rchs & Co.. ct ¿r1., Case Ncr
1:10 cv-04429 (S.D.N.Y.); In re Marvell Technolosv GroLllr_t-,lql-Soqlrri{.ies Litie.
lVlastcr lìiie No. C-06"06286 RMVV (N.O. Cai.) , In re l(L1\-'['crnco i' Corp. Sccurities
Litis., N4aster File No. 06-cv-04065-1VIJJ (N.O. Cat.) i In l'e C¿rlni Corporation
Securities Litie., Master File No. C'02-1200 (N.D. Cal.); ln re l)ollar General
Corporation Securities Litis., Civil Action No. 3:01-0388 (wt.O. 'lenn.); In re
SmithKline Beckman Corp. Securities Litig. ,751F.Supp. 525 (8.D. Pa. 1gg0)i In re
SmithKline/Beecham Shareholders Litie., Phila. Ct. Common Pleas No. 2303; In re
Northwest, Court File No. 89-5506 (Hennepin County Dist. Court, 4th Dist.)i In re
First Bank Svstems, Court File No. 88'22227 (Hennepin County Dist. Court,4th
Dist.); Pacific Gas and Electric Securities Litig., Master File No. 893849 (Cal.
Super. Ct.)i In re Domestic Air Tra rtation Antitrust Litis.. Master File No
1:90-CV-2485-MHS and MDL No. 861 (1.,1.1. Ga.); Aìvord-P oll< Inc et al vtr'
Schumacher & Co., et al., Civil Action No. 90-3617 (8.D. Pa.); Fulron. Mehrins &
rnL TJ-.,-^- ñ^ T-^ Sfo-lort \Ã/n*Lc of qì , Civil Action No. 90-0987 C(5) (E.D
Mo.); T- *o fi'qnfnr \/TTT ^* Elonfnr IX Concentrate Blnnrl Prn.ìrrnfa T -ifio Civil Action
No. 93-5969 and MDL No. 986 (N.D. Ill.)i In re: Silicone Gel Breast Implants
Products Liability_Litie., MDL-926, Master File No. CV 92-P-1000-S (N.n. Ala.); In
re: Pennsvlvania Diet Druss Litis Master Docket No. 9709- 3762 (Common Pleas
Court, Philadelphia County)i Tn ral Tn,/t-T T-^lo nt Products T.iqhilif-' T.itio MDL
1001 and 94-MD-1001 (D. Minn.) i In re: Conlev Pharma utical. Inc. "Albuterol"
Products Liabilitv Litis., MDL-1013 (p. Wv.); In re General Motors Corporation
Ja Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 134 of 383 PageID: 5852
Pir:kr-ru 'l'rrrr:li F uel 'l'¿rnl< Pro rlucts l,i¿r Lr ilitv I-itie. , IVI¿rster lrile No. f)2-6450 ¿rncl
1UDL No. t)61 (Iì.D. P¿r.) , In re Clil"vslcr Motors Corno rat,ion Ovc i'nieht Evalu¿rtion
Prosi'am [,itis.. l\4DL 740 (n.n. Mo.); T- r-o NTnr^ol^^ Õloo- Watci'Machinc Lili
Mastel lrile BB-8423 (8.D. Pa.); Rarron v- Rolar Pharm uticai Comnanv. Inc-
Civil Action No. 90-0536 (ft.D. Pa.)
4 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 135 of 383 PageID: 5853
CIìAIG \A/. FITT,I,VVIG
Craig W. Hiliwig is a sh¿rreholdel of thc' firm, which he joined in 1994. His
practice includes both cornplex civil litigation zind genei'al corporate representation
A native of Allentown, Pennsylvania, Mr. Hillwig is a graduate of the
Pennsylvania State lJniversity (8.¿\. 1990) ¿rnd the Catholic University of America
(J.D. 1993) where he served as ¿r Note & Comment Editor on the Catholic
University Law Review. Prior joining the firrn, Mr. Hiliwig serves as law clerk to
the Honorable Edward N. Cahn of the Unitecl States District Court for the Eastern
District of Pennsylvania
He has participated in numerous antitrust class actions and other complex
litigation, including In Re Automotiue Parts Antitrust Litig., No. 12-md-2311(8.D.
Mich.); In re: Chocolate Confectionary Antítrust Litig., MD: No. 1935 (M.D . Pa.); In.
re: Iru re: Pachaged Ice Antitrust Lítig., No. 08-MD-01952 (8.D. Mich.); In re Marine
Hose Antitrust Litig., No. 08-MDL-1888 (S.D. FIa.); In re Plastics Additiues Antitrust
Litíg., No. 03-2038 (E.D. Pa.); In re Uretl'tane Antitrust Litig. (Polyether Polyols),
MDL. No. 1616 (D. Kan.); In re Linerboard Antitntst Litig., 305 F.3d 145 (3d Cir
2002); In re Microcrystalline Cellulose Antitrust Litig., MDL 1402 (8.D. Pa.); In Re
Compact Dísc MinimLLtn Aduertised Príce Ar¿títru.st Litig., M.D.L. No. 1361 (D. Me);
In. Re: Monosodiunt Glutantate Antítru.st Lítig., MDL 00-1328 (D. Minn.); In re
Píllar Point Partners Antítrust and Patent Litíg., MDL No. 1202 (D. Ariz.); Rossi u.
Standard Roofing, In"c., 156 F.3d 452 (3d Cii'. 1998); Iru re Carbon. Fíber Antitrust
Litig., No. 99-07796 (C.D. Cal.); In re: Pol,ypropyLene Carpet Antitru.st Litig., MDL Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 136 of 383 PageID: 5854
1075 (N.D. G¿r.); In Re Antino Acid Lysíne Antitt'ttst Lítig., NIDL 1083 (N.D .IÛ.); In
re Grapltite Electrodes Ar¿titrust Litig., MDL No. 1244 (tr.D.Pa.); and In re
Contntet'cial Explosiues Antitrttst Litig., MDL No. 10935 (Il. Ut,ah)
Mr. Hillwig also advises established corporate clients and start-ups in both
transactional and litigation rnatters, and serves as outside general counsel to an
entertainment and mobile gaming company Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 137 of 383 PageID: 5855
S'TEPT.IEN H. SCFIWATì-TZ
Mr. Schwartz is a sliareholder of thc f'rrm ol'Kohn, Swifì & Gral. P.C., which he.ioined ir-r
7007 after hfteen years in New York City, where he was 1'or n-rany years a partner at another
class action litigation firm. I-le is a 1991 graduate of tlie lIniversity of Pennsylvania l-aw School
and admitted to practice in the State of New York and the Commonwealth of Pennsylvania, the
United States District Courts for the Southern and Eastern Districts o1'New York ancl the Eastern
District of Pennsylvania, and the Unitecl States Court of Appeals for the 'fhird Circuit. He has
spent the last decade immersed in the firm's anti-terrorism practice.
Mr. Schwartz was formerly with the Antitrust Department at Skadden Arps Slate
Meagher & Flom. He was one of the lead attorneys in the Stock Exchanges Options Trading
Antitrust Litigation (S.D.N.Y.), the Relafen Antitrust Litigation (D. Mass.), the Contact Lens
Antitrust Litigation (M.D. Fla.), and the Old Country Buffets Securities Fraud Litieation (D.
Minn.). He also played major roles in the Terazosin Fl)¡drochloride Antitrust Litisation (S.D.
Fla.), the Nasdaq Market Makers Antitrust Litisation (S.D.N.Y.), the Brand Name Drug
Antitrust Litieation (N.D. Ill.), the Computer Associates D (Del. Chancery),
and the Salomon Inc. Shareholders' Derivative Litigation (S.D.N.Y.). Mr. Schwartz has
additionally represented applicants for political asylum in the United States, and indigent wives
seeking protection from spousal abuse. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 138 of 383 PageID: KS 5856 &G Kohn %%,wå :ffä SL#a-æ ff? F. c.
Barbara L. Gibson
bgib s on@kohnswift. com (215) 238-17 00
Barb.ara L. Gibson is an associate with the firm of I(ohn, Srvift & Graf, P.C., where she has been since 2009.
Education
Ms. Gibson graduated from Villanova University School of Law ln 2009 and received het Bachelor of Business Administration in Finance from the University of Notte Dame in 2004 Ms. Gibson is admitted to practice in the Commonrvcalth of Pennsl'1.,'2¡ta and the State of Nerv Yotk, as rvell as the United States l)istrict Courts for the Southern and Eastern Districts of New Yotk and the llastern l)istlict of Pennsyh,ania.
Bio
Slncc joining the fìrm, Nis. Gibson's practicc has bcen focusccl on class actron securities Litigatìon ancl othcr complcx litigation, rnciuclins c'.rscs such as: In lc Incli'N{2c Nlongage- Backccl Sccuritics l.itigation, N{astcr l)oclict No. 09 (-ir'. 04583 G.'\K) (S.D.N.Y.); Police and Firc lìctircment S)'rt.- of thc City of l)ctroitr'. (ìolclmzrn, Sachs & (-o., ct al., Casc No. 10- LV -4429 (À,1(ì q (S.D.N.Y.); 'l'rlrstccs of thc Policc ancl [iirc lìctitcrncnt Systcrn of the City of l)ctroit r'. Clapp, ct al., (,ase No. 08-(,\'-1515 (Kl\fK) (S.D.N.Y.); In r:c N4an'ell 'I'eclrrrcrlogr, (ìroup, Ltcl. Secr-rritìcs ì,itìgation, Nlastcr l;ilc No. (,-(16-0628(r-1lN4W (Ni.D. Cal.); In re llcar Stcarns l.ittgation, Nlastcr lrilc Nri. 08-(-\/-i1093 0.'Ì'S) (S.D.N.Y.); ancì Clrccnc r-. Ncn'York ilIcrcantilc IÌxchangc, lnc. ct al., (-..\. Nr>.3á135-\/(lN (Dcl. {-h.).
Prior to attcncling larv school, N,'Is. (libson rvorliccl ili thc fìnanctal scn.iccs inclustry, rvhcre shc attainccl hcr Scrics 7 ancl Scrics (r3 liccr-rscs. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 139 of 383 PageID: 5857 EXHIBIT 1
In re Ductíle lron Pipe Fíttings ("DIPF?|) Antitrust Litigtttion, Civ. No. l2-169 (AETXLHG) KOHN, SWIFT & GRAF, P.C. Reported Hours and Lodestar on a Historical Basis May I 0, 2012 through March 3 1 , 20 1 8
HOURLY NAMB STATUS YEAR TOTAL HOURS RATB LODBSTAR ATTORNEYS
J C. Kohn SH 2012 14.30 $675.00 $e 50 William E. Hoese SH 2012 122.10 $600.00 973,260.00 Douglas A. Abrahams SH 2012 4.20 $600.00 $2,520.00 Barbara Moyer-Gibson A 2012 13.50 $400.00 s5,400.00 Joseph C. Kohn SH 2013 40.30 $700.00 $28,210.00 William E. Hoese SH 2013 126.10 $62s.00 $78,812.50
Douglas A. Abrahams SH 2013 1.60 $625.00 $ 1,000.00
Barbara Moyer-Gibson A 20r3 26.10 $450.00 $1 1,745.00 Joseph C. Kohn SH 2014 59.50 $700.00 $41,650.00 William E. Hoese SH 2014 94.30 $635.00 $59,880.50 Douglas A. Abrahams SH 2014 1.40 $635.00 $889.00 Craiq, W. Hillwie SH 2014 114.80 $s50.00 $63,140.00 .Iared Solomon A 2014 593.1 0 $400.00 s237,240.00 Joseph C. Kohn SH 2015 56.1 0 $725.00 s40,672.50 William E. Hoese SH 2015 89.1 0 s6s0.00 $57,915.00 Douglas A. Abraharns SH 20ts 0.10 $6s0.00 $65.00 Joseph C. Kohn SH 2016 4.50 $735.00 $3,307.50
William E. Floese SH 2016 264.40 $67s.00 $ 1 78,470.00
Douglas A. Abrahams SFI 2016 0.40 $675.00 $270.00
Craig W. Hillwie SH 2016 2.80 $600.00 $ l ,680.00 Barbara Moyer-Gibson A 2016 90.60 s500.00 $4s.300.00
Stephen Schwartz SH 2016 165.00 $650.00 $ 1 07.250.00
Joseph C. Kohn SH 2017 5.s0 $750.00 $4.1 25.00 Robert.1. LaRocc¿r SH 2017 121.00 $7s0.00 $e5.250.00
William E. Hoese SFI 2017 108.80 $700.00 $76,1 60.00
Douglas A. Abrahams SH 2017 0.30 $700.00 $2 r 0.00
Craig W. I lillwig SFI 2017 51.70 s61s.00 $3 I .795.50
Page 1 of 2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 140 of 383 PageID: 5858 EXHIBIT I
In re Ductile lron Pipe Fittings (t'DIPF") Antitrust Litigution, Civ. No. 72-169 (AETXLHG) KOHN, SWIFT & GRAF, P.C. Reported Hours and Lodestar on a Flistorical Basis May 10,2012 through March 31,2078
HISTORICAL HOURLY NAME STATUS YEAR TOTAL HOURS RATE LODESTAR Barbara Moyer-Gibson A 2017 16.50 $s00.00 $8,250.00 Stephen Schwartz SH 2017 4.50 $67s.00 $3,037.50 Zahra Rose Dsouza A 2017 13.00 $400.00 $5,200.00 William E. Hoese SH 2018 4.70 $700.00 $3,290.00 NON-ATTORNEYS
Grayson Papa PL 20t2 53.20 $215.00 $11,438.00 Grayson Papa PL 20t3 21.50 $220.00 $4,730.00 Alexandra V/aleko PL 2013 20.90 $200.00 $4,180.00 'Waleko Alexandra PL 2014 0.80 $210.00 $ 168.00
Samuel Levinson PL 2014 61.40 $ 17s.00 $11,795.00
Valerie Snow PL 2014 12.40 $ i 75.00 $2,170.00
Samuel Levinson PL 2015 9.10 $200.00 $ 1,820.00
Yohannes Eiieu PL 2015 7.00 $ 175.00 $ 1,225.00 Samuel Levinson PL 2016 30.50 $210.00 $6,405.00
Yohannes Eiieu PL 2016 8.90 $ 175.00 $ 1,557.50
Alec.Iohnsson PL 2016 17.30 $ 175.00 s3,027.50
Alec Johnsson PL 2017 4.s0 $ 175.00 $787.s0
Yohannes Eiigu PL 201 8 0.70 $200.00 $ r 40.00 TOTAL: 2,470.50 $1,325,091.00 (SH) Shareholder (A) Associate (PL) Paralegal
Page 2 of 2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 141 of 383 PageID: 5859
In re Ductile lron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AF
EXHIBIT 2
KOHN, SWIFT & GRAF, P.C.
Expenses Incurred
May 10, 2012 - March 31, 2018
CATEGORY AMOUNT INCURRBD Court Fees (filing, etc.) s2,153.67 Computer Research (Lexis, Westlaw, PACER, etc.) s4,423.72 Document Production $0.00 Experts / Consultants $0.00 Messenger Delivery $0.00 Photocopies - In House $5,023.65 Photocopies - Outside $0.00 Postage $32.90 Service ofProcess $0.00 Overnight Delivery (Federal Express, etc.) s70.90 Telephone / Facsimile $ 1,290.09 Transcripts (Hearings, Depositions, etc.) $0.00 Travel (Airfare, Ground Travel) s2,951.90 Travel (Meals and Lodging) s0.00 Professional Services $3,486.05 TOTAL $19,438.88
Page'1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 142 of 383 PageID: 5860
EXHIBIT J Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 143 of 383 PageID: 5861
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE DUCTILE IRON PIPE Civ. No. 12-169 (AET) (LHG) FITTINGS (“DIPF”) INDIRECT PURCHASER ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL INDIRECT PURCHASER ACTIONS
DECLARATION OF WEINSTEIN KITCHENOFF & ASHER IN SUPPORT OF CO-LEAD COUNSEL’S MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND LITIGATION EXPENSES I, Robert S. Kitchenoff, declare as follows:
1. I am a member of the law firm of Weinstein Kitchenoff & Asher. I
submit this declaration in support of Indirect Purchaser Plaintiffs (“IPP”)
application for an award of attorneys’ fees and reimbursement of expenses in
connection with the services rendered, and costs and expenses incurred in In re
Ductile Iron Pipe Fittings (“DIPF”) Indirect Purchaser Antitrust Litigation (the
“Action”). I make this declaration on personal knowledge, and if called as a
witness I could and would competently testify to the matters set forth herein.
2. My firm is counsel for Yates Construction Co., Inc., and has served as
one of the Interim Co-Lead and Settlement Class Counsel for the IPPs in the
1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 144 of 383 PageID: 5862
Action. The background and experience of Weinstein Kitchenoff & Asher and its
attorneys who worked on this matter are summarized in the curriculum vitae
attached hereto as Exhibit A.
3. Weinstein Kitchenoff & Asher has prosecuted the Action solely on a
contingent fee basis, and has been at risk that it would not receive any
compensation for prosecuting claims against Defendants. While Weinstein
Kitchenoff & Asher devoted its time and resources to this matter, it has foregone
other legal work for which it could have been compensated.
4. During the pendency of the Action, Weinstein Kitchenoff & Asher
performed all of the duties of Interim Co-Lead and Settlement Class Counsel,
including preparing pleadings and amended pleadings, assigning and supervising
the work of other class counsel, preparing and reviewing written discovery served
upon defendants and third-parties, reviewing client documents and preparing them
for production to defendants; reviewing documents produced by defendants and
third parties, reviewing the docket, discovery, and trial transcripts from the FTC
proceedings against defendants; working with expert witnesses to measure impact
and damages as well as pass-through to the indirect purchaser class; preparing and
litigating various motions, including successfully opposing motions to dismiss,
successfully litigating motions to compel, negotiating and documenting
settlements, and moving for class certification, among other activities for the
2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 145 of 383 PageID: 5863
benefit of the class. If the Court approves the McWane settlement, Weinstein
Kitchenoff & Asher will continue its role in the litigation by supervising the
distribution of the settlement proceeds to class members who submit valid and
timely claims.
5. The schedule attached as Exhibit B sets forth my firm’s total hours
and lodestar, computed at historical rates, for the period from May 10, 2012,
through and including March 31, 2018. This period reflects the time spent after the
appointment of Interim Co-Lead Counsel and Liaison Counsel for IPPs in the
Action. The total number of hours spent by my firm during this period of time was
1,224.35 hours with a corresponding lodestar of $742,541.25. This schedule was
compiled from contemporaneous, daily time records prepared and maintained by
my firm. The lodestar amount reflected in Exhibit B is for work assigned by Co-
Lead Counsel, and was performed by attorneys and professional staff at my firm
for the benefit of the Settlement Classes. The hourly rates for the attorneys and
professional staff in my firm reflected in Exhibit A are the usual and customary
hourly rates historically charged by my firm in similar matters.
6. My firm has expended a total of $13,887.01 in unreimbursed costs
and expenses in connection with the prosecution of the Action from inception
through and including March 31, 2018. These costs and expenses are set forth in
the schedule attached as Exhibit C and are reflected in the books and records of my
3 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 146 of 383 PageID: 5864
firm. They were incurred on behalf of IPPs by my firm and have not been
reimbursed.
I declare under penalty of perjury under the laws of the United States that
the foregoing is true and correct.
Executed this 9th day of May, 2018, at Philadelphia, PA.
/s/ Robert S. Kitchenoff
4 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 147 of 383 PageID: 5865
WEINSTEIN KITCHENOFF & ASHER LLC Weinstein Kitchenoff & Asher LLC (“WKA”) is a pre-eminent Philadelphia-based national law firm whose attorneys have served as counsel in many of the most significant and successful class action cases in the past 25 years. Its litigators are experienced in five major practice areas: antitrust; consumer protection; securities and derivatives fraud; complex business and commercial litigation; and Whistleblower/False Claims Act litigation.
ATTORNEYS
DAVID H. WEINSTEIN Mr. Weinstein is the Firm’s senior member. He concentrates his practice in litigating complex commercial matters. Since 1972, Mr. Weinstein has represented clients charging some of the nation’s largest companies with violating the antitrust, commodities, consumer protection, retirement, R.I.C.O., and securities laws. He has pursued litigation in such varied fields and industries as accounting, cattle and cattle futures, computers, copper, electronic components, healthcare, insurance, law firms, milk, motion pictures, oil and gas, propane, retirement plans, and refuse hauling and recycling. Among other current matters, Mr. Weinstein is court-appointed interim co- lead counsel for a class of Jewish survivors and the estates and heirs of the Jewish victims of the Holocaust in Hungary. They have sued the Republic of Hungary and the Hungarian National Railways. The claims arise from the defendants’ participation in crimes against humanity. Mr. Weinstein is also interim co-lead counsel for a proposed class of bondholders who were injured as a result of various banks’ manipulation of the LIBOR interest rate benchmark. Mr. Weinstein was co-lead counsel in an antitrust class action involving manipulation of the propane market. In that case the court approved a $50 million settlement, which was recently distributed to the class members. In addition, Mr. Weinstein recently successfully defended a lawyer and his firm who were sued in an action brought as a class action. Mr. Weinstein has previously participated in a number of noteworthy matters during his career. Chief among these, he successfully prosecuted a class
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action for homeowners nationwide whose homes contained polybutylene plumbing. As co-lead counsel in the case, Mr. Weinstein achieved an innovative settlement that, over a 15-year period, replaced defective plumbing in approximately 340,000 homes in the United States at a cost of over $1.1 billion, one of the largest property-damage class-action settlements in history. He also served on the steering committee of attorneys who recovered over $700 million for retail pharmacies in a class action charging major manufacturers and wholesalers of brand name prescription drugs with conspiring not to offer discounts to retail pharmacies. On a pro bono basis, Mr. Weinstein was court appointed sole lead counsel in complex coordinated immigration proceedings concerning over 100 refugees seeking asylum in the U.S. Outside the courtroom, Mr. Weinstein has served on the boards of directors of various law-related and other non-profit organizations, including the Public Justice Foundation, a national public interest legal foundation that strives to protect the liberties and rights of individuals often victimized in our society. He has served as co-chair of the Professional Guidance Committee of the Philadelphia Bar Association, which provides guidance to practicing lawyers on ethical issues. He is an elected member of the American Law Institute, a national professional society dedicated to the simplification and improvement of American law. Mr. Weinstein is also a member of the Committee to Save the Antitrust Laws, and he has lectured on various topics in courses for practicing lawyers and at the college level. In addition, Mr. Weinstein is currently a member of the Board of Governors of Gratz College and an honorary director and past president of his synagogue. Mr. Weinstein earned his undergraduate and law degrees from the University of California, Berkeley. Before entering private practice, he served as law clerk for two different judges of the United States Court of Appeals for the Ninth Circuit. He is a member of the Pennsylvania and California bars, and has been admitted to practice before the U.S. Supreme Court, and various federal district courts and courts of appeals.
ROBERT S. KITCHENOFF Mr. Kitchenoff, a founding member of Weinstein Kitchenoff & Asher LLC, concentrates his practice in the prosecution of antitrust, consumer fraud, securities fraud, and ERISA class actions as well as False Claims Act (whistleblower), shareholder derivative, and other complex civil matters.
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Mr. Kitchenoff has been involved in the litigation of numerous precedent- setting antitrust actions including, among others, In re Copper Antitrust Litigation, MDL Docket 1303 (co-lead counsel); Brand Name Prescription Drugs Antitrust Litigation, MDL No. 997 (N.D. Ill.) (plaintiffs’ steering committee); In Re: Payment Card Interchange Fee & Merchant Discount Antitrust Litigation, MDL Docket 1720 (plaintiffs’ steering committee), In re Pressure Sensitive Labelstock Antitrust Litigation, MDL Docket 1556 (discovery team); and Rolite, Inc. v. Wheelabrator Technologies, Inc. Civil Action No. 94-CV-5894 (E.D. Pa.).
Mr. Kitchenoff currently serves as court appointed co-lead counsel in In re: Ductile Iron Pipe Fittings (“DIPF”) Indirect Purchaser Antitrust Litigation, No. 12-cv-169 (D.N.J), and as court appointed liaison and settlement class counsel in In re Imprelis Herbicide Marketing, Sales Practices and Products Liability Litig., 11-2284-GP (E.D. PA). In the area of consumer-oriented litigation, Mr. Kitchenoff has successfully represented several nationwide classes of individuals who were damaged by the application of a DuPont herbicide (In re Imprelis Herbicide Marketing, Sales Practices and Products Liability Litig.), where he was appointed Settlement Class Counsel; mortgagors who were improperly assessed late fees on timely received mortgage loan payments (Keller v. First Union Corporation), a class of homeowners who were led to believe, by the builder of their homes, that they were receiving "thermal break" windows that were "as good as an Andersen©.” (Frazier v. Weyerhauser), and a class of owners of homes and buildings throughout the United States which contain defective polybutylene plumbing systems (Tina Cox, et al. v. Shell Oil Co., et al.), among others. The settlement of the Cox litigation, believed to be one of the largest property damage class action settlements in history, having provided more than $1 billion to qualifying homeowners for repairs to their plumbing systems or complete replumbing of their homes and reimbursement for property damage at 100 cents on the dollar. Mr. Kitchenoff frequently represents doctors and other medical providers in litigation against insurance companies who fail to properly reimburse them for services rendered and medical equipment supplied. Mr. Kitchenoff has been active in the legal community in pro bono and educational activities. He currently serves on the President-Elect of COSAL (the Committee to Support the Antitrust Laws), and previously served as a member of the Advisory Board of the Class Action Law Monitor. He is a member of the Class Action and Derivative Suits Committee of the American Bar Association, and the
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Cy Pres Committee and Antitrust Committees of the Philadelphia Bar Association. He has been a course planner and lecturer on class actions for numerous providers of continuing legal education. He has been honored with the Public Justice Achievement Award by Trial Lawyers for Public Justice, a respected Washington, D.C. public interest foundation, for his work on the Polybutylene Pipes case, and by the American Immigration Lawyers Association with its Human Rights Award as a member of the Asian American/“Golden Venture” Pro Bono Advocacy Team, representing Chinese aliens on a pro bono basis seeking asylum in the United States based upon their opposition to China’s one child per couple population control policy. He has been named one of Pennsylvania’s Super Lawyers®, an honor bestowed upon only 5% of Pennsylvania attorneys, and has been accorded an AV Martindale-Hubbell Peer Review rating. Mr. Kitchenoff is also active in the broader community, most recently having served as President of the Board of Directors of the Philadelphia Region of the Jewish National Fund. He is a former President of Temple Beth Hillel-Beth El, an 800 family synagogue located in suburban Philadelphia. Mr. Kitchenoff is a graduate of the University of Pittsburgh (B.A. 1981), and the Rutgers University School of Law (J.D. 1986). Prior to entering private practice, he served as law clerk to the Honorable Madaline Palladino of the Commonwealth Court of Pennsylvania.
MINDEE J. REUBEN Ms. Reuben, a former member of the firm, focuses her practice on antitrust and consumer class action matters. In recent years, Super Lawyers and Philadelphia Magazine have repeatedly named Ms. Reuben one of Pennsylvania’s “Super Lawyers” in the field of antitrust, as well as one of the top 50 women Super Lawyers in Pennsylvania. (Super Lawyers previously named her as one of Pennsylvania’s “Rising Stars” in the field of antitrust for several years running, an honor bestowed on only 2.5% of Pennsylvania lawyers under 40).
Ms. Reuben is co-lead and liaison counsel in In re: Processed Eggs Products Antitrust Litigation, No. 08-md-2002 (E.D. Pa.) and was also a member of the Executive Committee in In re: Polyurethane Foam Antitrust Litigation, MDL No. 2196 (N.D. Ohio). She is also significantly involved in several plaintiff class action antitrust matters in which she, her firm, or members of her firm, have been appointed co-lead counsel or to case management committees. Exemplar cases in which Ms. Reuben has been engaged include: In re: Lithium Ion Batteries
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Antitrust Litigation, No. 13-md-2420 (N.D. Cal.); In re: Automotive Parts Antitrust Litigation, No. 12-md-2311 (E.D. Mich.); In re: Vehicle Carrier Services Antitrust Litigation, No. 13-cv-3306 (D.N.J.); and In re: Ductile Iron Pipe Fittings (“DIPF”) Indirect Purchaser Antitrust Litigation, No. 12-cv-169 (D.N.J).
Other (historical) antitrust matters in which Ms. Reuben has been heavily engaged include: BP Products North America, Inc. Antitrust Litigation (N.D. Ill.) ($52 million settlement); In re Polyester Staple Antitrust Litigation (W.D.N.C.) ($50 million settlement); In re Electrical Carbon Products Antitrust Litigation (D.N.J.) ($21 million settlement); In re: Cotton Yarn Antitrust Litigation, (M.D.N.C.) ($7.8 million settlement); In re Sulfuric Acid Antitrust Litigation, (N.D. Ill.) ($7 million settlement). Ms. Reuben has also served as class counsel in the consumer class action of Fritzinger v. Angie’s List, Case No. 12-cv-1118 (S.D. Ind.), and as co-lead counsel in Stone v. Stewart Title Guaranty Co., Philadelphia Court of Common Pleas, June Term, 2006, No. 2003 (consol, under Cummings v. Stewart Title Guaranty Co., et al., Philadelphia Court of Common Pleas, March Term, 2005, No. 747) (Glazer, J.), where a settlement in the amount of $4.5 million dollars was finally approved. At the final approval hearing, the Court noted that “counsel really did an extraordinary job.” Professionally, Ms. Reuben is actively involved with the Philadelphia Bar Association. She was Vice Chair of its 2013 Bench Bar and Annual Meeting, a past Chair of its Women’s Rights Committee, and is a member of the Federal Courts Committee, Women in the Profession Committee, and Business Law Section. She is a founding member of Women Antitrust Plaintiffs’ Attorneys, a national organization of women who focus their practices on cartel and other anticompetitive cases. She has mentored 1L students at Temple University School of Law through its Women’s Law Caucus, served as an Adjunct Professor of Law at the James E. Beasley School of Law of Temple University, contributed to comprehensive legal publications, and spoken on a variety of subjects including ethics and the Federal Rules of Civil Procedure. Ms. Reuben attended Indiana University in Bloomington, Indiana, on a Merit Scholarship and graduated in 1989 with a B.A. in both English and Political Science. She pursued a joint degree program at the University of Pittsburgh, and received her J.D. from the School of Law, which she attended on a Dean’s Merit Scholarship, and her Master of Public Administration from the Graduate School of Public and International Affairs in 1993. Following graduation from the University
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of Pittsburgh, Ms. Reuben served as a law clerk for the Honorable Frank J. Montemuro, Senior Justice of the Supreme Court of Pennsylvania.
STEVEN A. ASHER (1947-2015) Mr. Asher was a founding member of the firm and concentrated his practice in class action antitrust litigation. He served as co-lead counsel for plaintiffs in many of the major antitrust class actions over the last 25 years, and recovered hundreds of millions of dollars for the plaintiff classes which he has been appointed to represent.
In its ranking of the top U.S. business attorneys, Chambers & Partners USA noted that Mr. Asher is “highly knowledgeable and experienced” and has “garnered peer approval for his ‘tough, aggressive’ approach, which often results in multimillion dollar settlements.” Mr. Asher has also been listed in Best Lawyers in America since 2006, has perennially been named to the Pennsylvania Super Lawyers publication and maintains a Martindale-Hubbell AV Peer Review Rating.
Mr. Asher served as co-lead counsel for plaintiffs in the following successful antitrust class actions:
• In re Graphite Electrodes Antitrust Litigation (E.D. Pa.) – Recovery in excess of $134 million in action alleging that certain manufacturers and distributors conspired through meetings and communications to fix the prices of, and allocate markets for, graphite electrodes -- a product used in making steel.
• In re Flat Glass Antitrust Litigation (W.D. Pa.) – Recovery in excess of $120 million on behalf of class of direct purchasers of high-strength glass used in construction and automotive applications.
• In re Citric Acid Antitrust Litigation (N.D. Cal.) – Recovery in excess of $90 million in action against major manufacturers of citric acid for fixing prices and allocating customers.
• In re Sorbates Direct Purchaser Antitrust Litigation (N.D. Cal.) – Recovery in excess of $90 million in action against U.S. and foreign manufacturers of food preservatives for conspiring to fix prices.
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• Thomas & Thomas Rodmakers, Inc. v. Newport Adhesives & Composites, Inc. (C.D. Cal.) – Recovery of approximately $68 million on behalf of purchasers of carbon fiber and related products in action alleging that major sporting goods manufacturers had conspired to raise the prices of products containing carbon fiber. • BP Products North America, Inc. Antitrust Litigation (N.D. Ill.) -- Recovery in excess of $52 million on behalf of direct purchasers of both physical propane and propane futures contracts. The class alleged that the defendant sought to and did corner the market for propane within a large geographic area of the United States in February 2004. • In re Polypropylene Carpet Antitrust Litigation (N.D. Ga.) – Recovery of approximately $50 million on behalf of distributors who purchased polypropylene carpet and alleged that manufactures had conspired to fix prices. • In re Chlorine and Caustic Soda Antitrust Litigation (E.D. Pa.) – Recovery in excess of $50 million in action alleging conspiracy by the major producers of “chlor-alkali” products to fix, raise, maintain and stabilize prices.
• Cumberland Farms, Inc., et al. v. Browning-Ferris Indus., Inc., et al. (E.D. Pa.) – Recovery in excess of $50 million on behalf of class of direct purchasers of solid waste hauling and disposal services which alleged a conspiracy to fix prices entered into by major providers of solid waste collection services.
• In re Polyester Staple Antitrust Litigation (W.D.N.C.) – Recovery in excess of $50 million in an action by a class of direct purchasers against four of the largest manufacturers of polyester staple products, alleging a conspiracy to fix prices and allocate markets and customers in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1.
• In re Electrical Carbon Products Antitrust Litigation (D.N.J.) – Recovery in excess of $21 million in suit alleging conspiracy by certain manufacturers to fix prices and to allocate customers and markets for industrial electric products.
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• In re Residential Doors Antitrust Litigation (E.D. Pa.) – Recovery in excess of $14 million on behalf of class of distributors of residential flush doors who brought suit against door manufacturers for price fixing.
• In re: Cotton Yarn Antitrust Litigation, MDL No. 1622 (M.D.N.C.) – Recovery in amount of $7.8 million on behalf of direct purchasers of cotton yarn in connection with alleged conspiracy by producers to fix prices.
• In re NY State Beer Antitrust Litigation (E.D.N.Y.) – Recovery in excess of $14 million on behalf of class of beer retailers and wholesalers in action against various brewers alleging a conspiracy to enter into exclusive territory contracts.
• In re Sulfuric Acid Antitrust Litigation, MDL No. 1536 (N.D. Ill.) -- Recovery in excess of $7 million on behalf of class of direct purchasers alleging that major manufacturers of sulfuric acid conspired to fix prices.
• In re Plastic Tableware Antitrust Litigation (E.D. Pa.) – Recovery in excess of $6 million on behalf of purchasers of plastic tableware alleging a conspiracy by major manufacturers to fix prices.
• Capitol Sign Company, Inc. v. Alliance Metals, Inc., et al. (E.D. Pa.) – Recovery in excess of $4 million on behalf of purchasers of painted aluminum products in action alleging that major manufacturers conspired to fix prices at artificially inflated levels.
• In re Plastic Cutlery Antitrust Litigation (E.D. Pa.) – Recovery in excess of $3 million in action against major producers of plastic cutlery alleging a conspiracy to fix, raise, maintain and stabilize prices.
• In re Metal Building Insulation Antitrust Litigation (S.D. Tex.) – Recovery in excess of $1 million on behalf of purchasers of metal building insulation products which alleged a conspiracy by manufacturers to fix prices.
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• In re Tampico Fiber Antitrust Litigation (E.D. Pa.) – Recovery in excess of $1 million in action alleging a conspiracy by manufacturers of fiber used in commercial brushes to fix prices.
Mr. Asher graduated from The Johns Hopkins University in 1969 with a B.A. in philosophy, and received a J.D. from New York University’s School of Law in 1973 where he was an editor of the Law Review and winner of the Edmond Cahn award given annually to the outstanding law review editor. He was a former chair of the Philadelphia Bar Association Antitrust Law Committee, lectured for several years on antitrust litigation for the Department of Economics at the University of Pennsylvania, and had lectured on class action and antitrust topics for continuing legal education groups throughout the country.
ANDREA L. WILSON Andrea L. Wilson focuses her practice on complex litigation matters, particularly antitrust and consumer class actions and commercial litigation. Ms. Wilson also has significant experience in securities and ERISA class litigation. Ms. Wilson is highly regarded in the class action arena for her electronic discovery management skills, and is often sought out for guidance and participation on such matters. Throughout her years as a lawyer, Ms. Wilson has participated in multi-firm litigation committees to manage discovery in complex litigation and has developed and manage litigation support systems for large complex class actions. In addition, Ms. Wilson is also certified as a FINRA Dispute Resolution Arbitrator. FINRA, the Financial Industry Regulatory Authority, is the largest independent regulator for securities firms operating in the United States. Ms. Wilson is a member of the bars of Pennsylvania and New Jersey. She is admitted to practice in the Third Circuit, the Eastern District of Pennsylvania and the District of New Jersey. Ms. Wilson received her Bachelor of Arts degree in Management Information Systems from California State University in 1989, her J.D. from Temple University School of Law in 1994 and her L.L.M. in Taxation, with honors, from Temple University School of Law. She has also received a Master of Science degree from Boston University in Computer Information Systems with a concentration in Database Management and Business Intelligence, which includes coursework in Digital Forensics.
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EXHIBIT 2 In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Weinstein Kitchenoff & Asher Reported Hours and Lodestar on a Historical Basis May 10, 2012 through March 31, 2018
HISTORICAL HOURLY NAME STATUS YEAR TOTAL HOURS RATE LODESTAR ATTORNEYS Steven A. Asher P 2012 93.20 $675.00 $62,910.00 Steven A. Asher P 2013 79.00 $740.00 $58,460.00 Steven A. Asher P 2014 15.20 $750.00 $11,400.00 Steven A. Asher P 2015 34.10 $750.00 $25,575.00 Robert S. Kitchenoff P 2012 2.30 $650.00 $1,495.00 Robert S. Kitchenoff P 2015 3.40 $675.00 $2,295.00 Robert S. Kitchenoff P 2016 130.40 $725.00 $94,540.00 Robert S. Kitchenoff P 2017 81.60 $785.00 $64,056.00 Robert S. Kitchenoff P 2018 21.60 $810.00 $17,496.00 David Weinstein P 2012 0.30 $675.00 $202.50 Mindee Reuben P 2012 117.40 $600.00 $70,440.00 Mindee Reuben P 2013 41.50 $650.00 $26,975.00 Mindee Reuben P 2014 174.70 $650.00 $113,555.00 Mindee Reuben P 2015 77.40 $650.00 $50,310.00 Jeremy Spiegel A 2012 53.90 $425.00 $22,907.50 Jeremy Spiegel A 2013 96.00 $450.00 $43,200.00 Jeremy Spiegel A 2014 1.70 $450.00 $765.00 Edward Skipton A 2013 52.90 $375.00 $19,837.50 Edward Skipton A 2014 62.00 $375.00 $23,250.00 Andrea Wilson A 2013 6.80 $510.00 $3,468.00 Andrea Wilson A 2014 30.20 $550.00 $16,610.00 Terry Henson A 2017 8.25 $575.00 $4,743.75 Sub-Total 1,183.85 $734,491.25 NON-ATTORNEYS Christine Quarembo PL 2012 10.00 $200.00 $2,000.00 Christine Quarembo PL 2013 2.00 $200.00 $400.00
Page 1 of 3 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 157 of 383 PageID: 5875 EXHIBIT 2 In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Weinstein Kitchenoff & Asher Reported Hours and Lodestar on a Historical Basis May 10, 2012 through March 31, 2018
HISTORICAL HOURLY NAME STATUS YEAR TOTAL HOURS RATE LODESTAR Angie Poulin PL 2013 0.50 $100.00 $50.00 Angie Poulin PL 2014 16.00 $200.00 $3,200.00 Angie Poulin PL 2015 6.00 $200.00 $1,200.00 Angie Poulin PL 2016 6.00 $200.00 $1,200.00 Sub-Total 40.50 $8,050.00 TOTAL: 1,224.35 $742,541.25
(P) Partner (A) Associate (INV) Investigator
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In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AE
EXHIBIT 3 Weinstein Kitchenoff & Asher Expenses Incurred May 10, 2012 - March 31, 2018
CATEGORY AMOUNT INCURRED Court Fees (filing, etc.) $350.00 Computer Research (Lexis, Westlaw, PACER, etc.) $652.98 Document Production $0.00 Experts / Consultants $4,153.04 Messenger Delivery $0.00 Photocopies - In House $2,570.60 Photocopies - Outside $1,116.81 Postage $8.03 Service of Process $0.00 Overnight Delivery (Federal Express, etc.) $106.43 Telephone / Facsimile $790.08 Transcripts (Hearings, Depositions, etc.) $0.00 Travel (Airfare, Ground Travel) $2,698.07 Travel (Meals and Lodging) $1,440.97 TOTAL $13,887.01
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EXHIBIT K Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 160 of 383 PageID: 5878
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE DUCTILE IRON PIPE FITTINGS Civ. No. 12-169(AET) (LHG) ("DIPF")INDIRECT PURCHASER ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL INDIRECT PURCHASER ACTIONS
DECLARATION OF SCHNADER HARRISON SEGAL & LEWIS LLP IN SUPPORT OF CO-LEAD COUNSEL'S MOTION FOR AN AWARD OF ATTORNEYS' FEES AND LITIGATION EXPENSES
I, Lisa J Rodri uez, declare as follows:
I am a member of the law firm of Schrader Harrison Segal &Lewis LLP, I joined
Schrader Harrison Segal &Lewis LLP in August 2013. I continued the role of liaison counsel
that began when I was at Trujillo Rodriguez &Richards, LLC. I submit this declaration in
further support of Indirect Purchaser Plaintiffs ("IPP") application for an award of attorneys' fees
and reimbursement of expenses in connection with the services rendered, and costs and expenses
incurred in In re Ductile Iron Pipe Fittings ("DIPF")Indirect Purchaser Antitrust Litigation
(the "Action"). I make this declaration on personal knowledge, and if called as a witness I could
and would competently testify to the matters set forth herein.
2. My firm has served as interim liaison counsel for Plaintiffs for the IPPs in the
Action since August 2013. The background and experience of Schrader Harrison Segal &Lewis
LLP and its attorneys who worked on this matter are summarized in the curriculum vitae
attached hereto as Exhibit A. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 161 of 383 PageID: 5879
3. Schrader Harrison Segal &Lewis LLP has prosecuted the Action solely on a
contingent fee basis, and has been at risk that it would not receive any compensation for
prosecuting claims against Defendants. While Schrader Harrison Seal &Lewis LLP devoted its
time and resources to this matter, it has foregone other legal work for which it could have been
compensated.
4. During the pendency of the Action, Schrader Harrison Segal &Lewis LLP
performed the following work: participated in strategy conference calls with Co-Lead Counsel,
reviewed all pleadings prior to filing, served as the liaison between Co-Lead Counsel and the
Court, attended all Court hearings, and participated in the early mediations.
5. The schedule attached as Exhibit B sets forth my firm's total hours and lodestar,
computed at historical rates, for the period from November 1, 2013, through and including
March 31, 2018. This period reflects the time spent after the appointment of Interim Co-Lead
Counsel and Liaison Counsel for IPPs in the Action. The total number of hours spent by my firm
during this period of time was 973.00 hours with a corresponding lodestar of $478,780.00. This
schedule was compiled from contemporaneous, daily time records prepared and maintained by
my firm. The lodestar amount reflected in Exhibit B is for work assigned by Co-Lead Counsel,
and was performed by attorneys and professional staff at my firm for the benefit of the
Settlement Classes. The hourly rates for the attorneys and professional staff in my firm reflected
in Exhibit A are the usual and customary hourly rates historically charged by my firm in similar
matters.
6. My firm has expended a total of 2,374.67 in unreimbursed costs and expenses in
connection with the prosecution of the Action from inception through and including March 31,
2018. These costs and expenses are set forth in the schedule attached as Exhibit C and are
2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 162 of 383 PageID: 5880
reflected in the books and records of my firm. They were incurred on behalf of IPPs by my firm
and have not been reimbursed.
I declare under penalty of perjury under the laws of the United States that the foregoing is
true and correct.
Executed this 25th day of April, 2018, at Cherry Hill, New Jersey
isa J. Rodrig
SWORN TO AND SUBSCRIBED BEFORE ME THIS o~S~ DAY OF APRIL, 2018.
Notary Pu is My Commission Expires: NANCY A. 1 KING ~pTARY Pl1BUC OF NEW JERKY ~Co~m~eelon Exp~ree 1pl'~lp~t
3 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 163 of 383 PageID: 5881
EXHIBIT 2 In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Schnader Harrison Segal & Lewis LLP Reported Hours and Lodestar on a Historical Basis November 01, 2013 through March 31, 2018
HISTORICAL HOURLY NAME STATUS YEAR TOTAL HOURS RATE LODESTAR ATTORNEYS Lisa J. Rodriguez P 2013 31.90 $650.00 $20,735.00 Lisa J. Rodriguez P 2014 105.10 $685.00 $71,993.50 Lisa J. Rodriguez P 2015 91.60 $720.00 $65,952.00 Lisa J. Rodriguez P 2016 25.90 $850.00 $22,015.00 Lisa J. Rodriguez P 2017 18.20 $895.00 $16,289.00 Ira N. Richards P 2013 3.60 $650.00 $2,340.00 Ira N. Richards P 2014 71.10 $685.00 $48,703.50 Ira N. Richards P 2015 30.70 $720.00 $22,104.00 Ira N. Richards P 2016 0.20 $850.00 $170.00 Harris N. Feldman P 2014 120.20 $420.00 $50,484.00 Thomas C. Gricks P 2013 0.10 $490.00 $49.00 Thomas C. Gricks P 2014 16.70 $515.00 $8,600.50 Nicole M. Acchione A 2013 2.20 $430.00 $946.00 Nicole M. Acchione A 2014 272.10 $450.00 $122,445.00 Nicole M. Acchione A 2015 2.60 $470.00 $1,222.00 NON-ATTORNEYS Dorothy Martinez PL 2018 0.10 $300.00 $30.00 Cathleen Kober NLP 2015 21.30 $75.00 $1,597.50 Cathleen Kober NLP 2016 1.30 $80.00 $104.00 David T. Brandt NLP 2014 9.10 $210.00 $1,911.00 David T. Brandt NLP 2016 1.20 $230.00 $276.00 Gail-Anne Bobik NLP 2014 136.10 $140.00 $19,054.00 Gail-Anne Bobik NLP 2016 11.50 $150.00 $1,725.00 Annemarie Lorenzen RA 2014 0.20 $170.00 $34.00 TOTAL: 973.00 $10,835.00 $478,780.00
Page 1 of 3 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 164 of 383 PageID: 5882 EXHIBIT 2 In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Schnader Harrison Segal & Lewis LLP Reported Hours and Lodestar on a Historical Basis November 01, 2013 through March 31, 2018
HISTORICAL HOURLY NAME STATUS YEAR TOTAL HOURS RATE LODESTAR (P) Partner (A) Associate (INV) Investigator
Page 2 of 3 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 165 of 383 PageID: 5883
In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AE
EXHIBIT 3 Schnader Harrison Segal & Lewis LLP Expenses Incurred
November 01, 2013 through March 31, 2018
CATEGORY AMOUNT INCURRED Court Fees (filing, etc.) $1,486.67 Computer Research (Lexis, Westlaw, PACER, etc.) $315.70 Document Production $0.00 Experts / Consultants $0.00 Messenger Delivery $16.75 Photocopies - In House $18.62 Photocopies - Outside $0.00 Postage $29.10 Service of Process $0.00 Overnight Delivery (Federal Express, etc.) $0.00 Telephone / Facsimile $168.23 Transcripts (Hearings, Depositions, etc.) $0.00 Travel (Airfare, Ground Travel) $316.70 Travel (Meals and Lodging) $22.90 TOTAL $2,374.67
Page 3 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 166 of 383 PageID: 5884
EXHIBIT L Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 167 of 383 PageID: 5885 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 168 of 383 PageID: 5886 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 169 of 383 PageID: 5887 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 170 of 383 PageID: 5888
EXHIBIT 2 In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Trujillo Rodriguez & Richards, LLC Reported Hours and Lodestar on a Historical Basis May 10, 2012 through March 31, 2018
TOTAL HISTORICAL NAME STATUS LODESTAR HOURS HOURLY RATE ATTORNEYS Lisa J. Rodriguez P 28.80 $ 630.00 $18,144.00 Lisa J. Rodriguez P 10.70 $ 600.00 $6,420.00 Ira N. Richards P 20.10 $ 630.00 $12,663.00 Ira N. Richards P 24.20 $ 600.00 $14,520.00 Nicole Miles Acchione A 22.00 $ 430.00 $9,460.00 Nicole Miles Acchione A 10.50 $ 410.00 $4,305.00 Jennifer Agnew A 54.10 $ 285.00 $15,418.50
NON-ATTORNEYS Amber O'Brian PL 5.90 $180.00 $1,062.00 TOTAL: 176.30 $81,992.50
(P) Partner (A) Associate (INV) Investigator
Page 1 of 3 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 171 of 383 PageID: 5889
In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AE
EXHIBIT 3 Trujillo Rodriguez & Richards, LLC Expenses Incurred
May 10, 2012 - March 31, 2018
CATEGORY AMOUNT INCURRED Court Fees (filing, etc.) $1,770.51 Computer Research (Lexis, Westlaw, PACER, etc.) $0.00 Document Production $0.00 Other - (NJ Business Services) $12.50 Messenger Delivery $0.00 Photocopies - In House $689.00 Photocopies - Outside $649.90 Postage $10.00 Service of Process $0.00 Overnight Delivery (Federal Express, etc.) $229.79 Telephone / Facsimile $0.00 Transcripts (Hearings, Depositions, etc.) $400.76 Travel (Airfare, Ground Travel) $81.42 Travel (Meals and Lodging) $0.00 TOTAL $3,843.88
Page 3 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 172 of 383 PageID: 5890
EXHIBIT M Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 173 of 383 PageID: 5891
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE DUCTILE IRON PIPE FITTINGS Civ. No. 12-169(AET) (LHG) ("DIPF")INDIRECT PURCHASER ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL INDIRECT PURCHASER ACTIONS
DECLARATION OF CUNEO GILBERT & LADUCA,LLP IN SUPPORT OF CO-LEAD COUNSEL'S MOTION FOR AN AWARD OF ATTORNEYS' FEES AND LITIGATION EXPENSES
I, Daniel Cohen, declare as follows:
L I am a member of the law firm of Cuneo Gilbert, & LaDuca, LLP. I submit this
declaration in support of Indirect Purchaser Plaintiffs ("IPP") application for an award of
attorneys' fees and reimbursement of expenses in connection with the services rendered, and
costs and expenses incurred in In re Ductile Iron Pipe Fittings ("DIPF")Indirect Purchaser
Antitrust Litigation (the "Action"). I make this declaration on personal knowledge, and if called
as a witness I could and would competently testify to the matters set forth herein.
2. My firm is counsel for the City of Lexington, Mississippi and has served as one of
the Class Counsel for the IPPs in the Action. The background and experience of Cuneo Gilbert,
& LaDuca, LLP and its attorneys who worked on this matter are summarized in the cuYriculum
vitae attached hereto as Exhibit A.
3. Cuneo Gilbert & LaDuca, LLP has prosecuted the Action solely on a contingent
fee basis, and has been at risk that it would not receive any compensation for prosecuting claims Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 174 of 383 PageID: 5892
against Defendants. While Cuneo Gilbert & LaDuca, LLP devoted its time and resources to this
matter, it has foregone other legal work for which it could have been compensated.
4. During the pendency of the Action, Cuneo Gilbert & LaDuca, LLP performed the
following work, research projects, and issues with client.
5. The schedule attached as Exhibit B sets forth my firm's total hours and lodestar,
computed at historical rates, for the period from May 10, 2012, through and including March 31,
2018. This period reflects the time spent after the appointment of Interim Co-Lead Counsel and
Liaison Counsel for IPPs in the Action. The total number of hours spent by my firm during this
period of time was 44 hours, with a corresponding lodestar of $33,652.50. This schedule was
compiled from contemporaneous, daily time records prepared and maintained by my firm. The
lodestar amount reflected in Exhibit B is for work assigned by Co-Lead Counsel, and was
performed by attorneys and professional staff at my firm for the benefit of the Settlement
Classes. The hourly rates for the attorneys and professional staff in my firm reflected in Exhibit
A are the usual and customary hourly rates historically charged by my firm in similar matters.
6. My firm has expended a total of $ 730.37 in unreimbursed costs and expenses in
connection with the prosecution of the Action from inception through and including March 31,
2018. These costs and expenses are set forth in the schedule attached as Exhibit C and are
reflected in the books and records of my firm. They were incurred on behalf of IPPs by my firm
and have not been reimbursed.
2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 175 of 383 PageID: 5893
I declare under penalty of perjury under the laws of the United States that the foregoing is
true and correct.
Executed this 24th day of April, 2018, in Washington, D.C.
Daniel M. Co en CUNEO GILBERT & LADUCA,LLP 4725 Wisconsin Avenue NW,Suite 200 Washington, DC 20016 Telephone:(202) 789-3960 Fax:(202) 789-1813 danielc@cuneolaw. com Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 176 of 383 PageID: 5894
EXHIBIT A Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 177 of 383 PageID: 5895
CUNEO GILBERT & LADUCA,LLP FIRM PROFILE
Civil Litigation in Federal and State Courts. General Commercial Practice. Antitrust, Civil Rights, Government Relations, Products Liability, Administrative, Securities, Labor, and Consumer law.
ATTORNEYS
Jonathan W.Cuneo, born New York, New York, September 10, 1952. Admitted to the District of Columbia Bar, 1977; New York Bar, 2006. Admitted to practice before the United States Supreme Court, 1994; United States Court of Appeals for the First Circuit, 2006; United States Court of Appeals for the Second Circuit, 2007; United States Court of Appeals for the Third Circuit, 2004; United States Court of Appeals for the Fourth Circuit, 2005; United States Court of Appeals for the Fifth Circuit, 2009; United States Court of Appeals for the Ninth Circuit, 2007; United States Court of Appeals for the Tenth Circuit, 2011; United States Court of Appeals for Eleventh Circuit, 2012; United States Court of Appeals for the District of Columbia Circuit, 1978; United States District Court for the Eastern District of Michigan; United States District Court for the Eastern District of New York, 2006; United States District Court for the Southern District of New York, 2006; United States District Court for the Northern District of New York, 2002; United States District Court for the District of Columbia, 1978. Education: Columbia University (A.B., 1974); Cornell University (J.D., 1977). Experience: Law clerk to the Honorable Edward Tamm, United States Court of Appeals, District of Columbia Circuit(1977-1978); Attorney, Office ofthe General Counsel, Federal Trade Commission (1978-1981); Assistant Counsel and Counsel, Subcommittee on Monopolies and Commercial Law,House Committee on the Judiciary (1981-1986); General Counsel, Committee to Support the Antitrust Laws(1986 - 2004); Legislative Counsel,National Association of Shareholder and Consumer Attorneys (1988-2004); Legislative Counsel, National Coalition of Petroleum Retailers and Service Station Dealers of America (1988-1994). Activities: Arlington County Democratic Committee (1983-1987); Board Member, Juvenile Law Center (2009- ); Board Member, American Antitrust Institute(1998 - 2009); Board Member, Violence Policy Center(1999 - 2009); Board Member,Appleseed Legal Foundation (1999-2005). Honors: Alfred E. Kahn Award for Antitrust Achievement (2017); Rated by Martindale-Hubbell as AVM PreeminentTM; Listed in Marquis "Who's Who in America"; Dean's Board of Advisors, The George Washington University Law School (2012 —current); Finalist, 2006 Trial Lawyer of the Year, Trial Lawyers for Public Justice. Publications: Judge Tamm and the Evolution ofAdministrative Law: The Art ofJudging,74 GEoxGE1'owN L.J.1595 (1986);Pulling the Plug on Antitrust Law (with Jerry Cohen), TxE NA7'loty (1987); House Takes Up Cause of Discounters, LEGAL T~~v1Es, Vol X, No. 30 (1987); Supreme Court's "Sharp" Ruling Means Higher Prices, Fewer Choices for Consumers, MAN~`r`rAN LAwYEx(1988); Chapter, Consumer Protection -- Federal Trade Commission,C~NGnvG AIv1E~CA: BLL7EP~ITS Fox T~ NEw ADMIt•1Is`r~`r1oN (edited by Mark Green)(1992); Antitrust and Clinton: Changes on the Horizon, TxE CALIFORNIA LAWYER (1993); Action on Class Actions, TxE RECOVER(1997); The Gold Train Case: Successfully Suing the United States on Behalfof a Class ofHolocaust Era Victims (with Professor Charles Tiefer), 27 Class AcT1oN REPoxTs 139(2006); Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 178 of 383 PageID: 5896
THE INTERNATIONAL HANDBOOK OF PRIVATE ENFORCEMENT OF COMPETITION LAW (with Albert A. Foer)(Edward Elgar Publishing Inc., 2010). Remediation and Deterrence: The Real Requirements ofthe Vindication Doctrine, publication forthcoming (2013), publication forthcoming in George Washington Law Review. Guest Lecturer: Southwestern Law School, 1997 and 1998; numerous appearances in CLE programs in the United States and Canada; District of Columbia Judicial Conference (2007). Member: American Bar Association; District of Columbia Bar Association; American Association for Justice.
Joel Davidow, born Trenton, New Jersey, July 24, 1938. Admitted to the Bar in the District of Columbia, 1965; New York Bar, 1981; Court Admissions: U.S. Supreme Court, U.S. Court of Appeals(D.C., Ninth, First and Federal Circuits), U.S. District Court, S.D. N.Y., U.S. District Court, E.D. N.Y. Education: Columbia University School of Law (LLB, cum laude, 1963); Princeton University, Woodrow Wilson School ofPublic Affairs(B.A., summa cum laude, 1960). Experience: Notes editor of the Columbia Law Review and the winner of the National Jessup Moot Court Competition; Two years in the U.S. Federal Trade Commission; Fifteen years in Antitrust Division ofthe Department of Justice, where he eventually served as Chiefof the Foreign Commerce Section and then Director of Policy and Planning; Senior antitrust partner in major New York City and Washington, D.C. law firms, representing clients from Japan,Europe, and the United States, as both plaintiffs and defendants, in antitrust, patent, and trade litigation matters; Counsel of record in numerous antitrust class actions and has briefed and argued multi-million dollar appeals before the First, Second, Seventh, Ninth and Federal Circuit courts ofappeal. Publications: ANT~TxuST GUIDE FOR INTERNATIONAL BUSINESS ACTIVITIES(BNA, 4th ed. 2011); PATENT-RELATED MISCONDUCT IssuEs ~N U.S. LIT~GAT~oN(OUP, 2010); and numerous articles dealing with international antitrust and patent litigation topics. Adjunct Professor: George Washington University School of Law, Columbia Law School, Georgetown Law Center, American University Law School, and George Mason University Law School, where he has taught courses in antitrust, regulation, and international competition policy.
Daniel M. Cohen, born Detroit, Michigan, January 24, 1958. Admitted to the Florida Bar, 1989; District of Columbia Bar, 2001; Maryland State Bar, 2003; Virginia State Bar, 2010. Admitted to practice before the United States District Court for Maryland,2002; United States District Court for the Middle District of Florida, 2003; United States District Court of District of Columbia, 2008; Eastern District of Virginia, 2010; Western District of Virginia, 2010; Southern District ofFlorida, 2013. Education: Ithaca College (B.A., 1981); Wes tern New England School of Law (J.D., 1988). Experience: Criminal Defense Trial Attorney, Public Defenders Office, tried 70 jury trials, Jacksonville Florida, 1989-1999. Member: District of Columbia Bar Association (Antitrust and Consumer Law Section); Florida State Bar Association.
Victoria O.Romanenko, born Kiev, Ukraine, Apri18, 1983. Admitted to the Maryland Bar, 2009; the District of Columbia Bar, 2012. Education: Catholic University, Columbus School of Law (J.D., 2009); Brandeis University (B.A., with honors, 2006). Experience: Worked at a Washington D.C. firm engaging in antitrust and telecommunications litigation (2009-2011). Law Clerk at U.S. International Trade Commission (2009)(antidumping, countervailing duties, Section 337). Law Clerk at Department of Labor (2008) (Occupation Safety and Health Division). Law Clerk at District of Columbia Office of the Attorney General (2007)(Civil Enforcement Section). Ms. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 179 of 383 PageID: 5897
Romanenko was also nominated for the 2009 Jan Jancin award upon her completion oflaw school. This nomination is given to the student with the highest Intellectual Property GPA in the graduating class. Publications: Remediation and Deterrence: The Real Requirements of the Vindication Doctrine (2013), publication forthcoming in George Washington Law Review; Px~vATE ENFORCEMENT OF THE ANTITRUST LAW IN THE UNITED STATES(edited by Albert A.Foer and Randy M. Stutz)(2012), Chapter,Proposals for Reform,co-authored with Pamela Gilbert. Ms. Romanenko has a working knowledge of Russian and French.
OF COUNSEL TO THE FIRM
David W. Stanley, born St. Louis, Missouri, May 30, 1944. Admitted to the District of Columbia Bar, 1973; Virginia State Bar, 1972. Admitted to practice before the United States Supreme Court, 1980; United States Court of Appeals for the District of Columbia Circuit, 1978; United States District Court for the District of Columbia, 1974. Education: University of Virginia (B.A., 1966); University of Virginia School of Law (J.D., 1972). Experience: Law clerk to Honorable Gerard D. Reilly, Chief Judge, District of Columbia Court of Appeals (1972-1973). Assistant U.S. Attorney, U.S. Attorney's Office for the District of Columbia, 1973-1984 (Fraud Division, 1981-1984); Assistant Chief Trial Attorney, Division ofEnforcement, U.S. Securities and Exchange Commission (1984-1987); OfCounsel, Swidler &Berlin, Chartered (1987-1992). Member: District of Columbia Bar Association (Corporation, Finance and Securities Law Section; Litigation Section); Assistant U.S. Attorneys Association (President, 1994-1995); Association of Securities and Exchange Commission Alumni; The Barristers. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 180 of 383 PageID: 5898
~~:_~i: r Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 181 of 383 PageID: 5899
EXHIBIT 2
In re Ductile Iron Pipe Fittings("DIPF') Antitrust Litigation, Civ. No. 12-169(AET)(LHG) Cuneo Gilbert & LaDuca, LLP Reported Hours and Lodestar on a Historical Basis May 10, 2012 through March 31, 2018
HISTORICAL HOURLY NAME STATUS YEAR TOTAL HOURS RATE LODESTAR ATTORNEYS Jonathan Cuneo P 2012 0.50 $800 $400.00 David Stanley P 2016 25.00 $800 $20,000.00 Joel Davidow P 2012 3.00 $750 $2,250.00 Joel Davidow P 2013 10.50 $775 $8,137.50 Daniel Cohen P 2012 4.50 $595 $2,677.50 Victoria Romanenko P 2012 0.50 $375 $187.50 TOTAL ATTORNEYS 44.00 $33,652.50 NON-ATTORNEYS David Black PL 2012 0.50 $200 $100.00 Alexandra Peck PL 2015 1.50 $175 $262.50 TOTAL NON-ATTORNEYS 2.00 $362.50
TOTAL: 46.00 $34,015.00
(P)Partner (A)Associate (INV)Investigator (PL)Paralegal
Page 1 of 1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 182 of 383 PageID: 5900
EXHIBIT C Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 183 of 383 PageID: 5901
Cuneo Gilbert & LaDuca, LLP Ductile Iron Pipe Fittings Expenses As of March 31, 2018
Date Name Memo Amount Reimbursable Expenses 05!15/2012 Ductile Iron Pipe JD Taxis 46.00 05/15/2012 Ductile Iron Pipe JD Meals 26.67 05/31/2012 Ductile Iron Pipe Postage Log 1.05 08/09/2012 Ductile Iron Pipe Pacer 57.30 08/31/2012 Ductile Iron Pipe Postage Log 0.45 01/11/2013 Ductile Iron Pipe JWC Amtrak 34.85 01/11/2013 Ductile Iron Pipe JD Amtrak 99.45 09/09/2013 Ductile Iron Pipe NJ Lawyers Fund 239.00 05!16/2016 Ductile Iron Pipe Quick Messenger 90.45 06/14/2016 Ductile Iron Pipe DS Parking 1.15 06/14/2016 Ductile Iron Pipe Filing Fee 46.00 06/14/2016 Ductile Iron Pipe DS PHV 75.00 08/10/2016 Ductile Iron Pipe Pacer 13.04
Total Reimbursable Expenses 730.37
TOTAL 730.37
Page 1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 184 of 383 PageID: 5902
EXHIBIT N Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 185 of 383 PageID: 5903 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 186 of 383 PageID: 5904 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 187 of 383 PageID: 5905 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 188 of 383 PageID: 5906 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 189 of 383 PageID: 5907 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 190 of 383 PageID: 5908 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 191 of 383 PageID: 5909 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 192 of 383 PageID: 5910 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 193 of 383 PageID: 5911 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 194 of 383 PageID: 5912 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 195 of 383 PageID: 5913 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 196 of 383 PageID: 5914 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 197 of 383 PageID: 5915 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 198 of 383 PageID: 5916 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 199 of 383 PageID: 5917 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 200 of 383 PageID: 5918 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 201 of 383 PageID: 5919 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 202 of 383 PageID: 5920 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 203 of 383 PageID: 5921 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 204 of 383 PageID: 5922 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 205 of 383 PageID: 5923 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 206 of 383 PageID: 5924 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 207 of 383 PageID: 5925 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 208 of 383 PageID: 5926 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 209 of 383 PageID: 5927 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 210 of 383 PageID: 5928 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 211 of 383 PageID: 5929 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 212 of 383 PageID: 5930 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 213 of 383 PageID: 5931 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 214 of 383 PageID: 5932 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 215 of 383 PageID: 5933 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 216 of 383 PageID: 5934 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 217 of 383 PageID: 5935 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 218 of 383 PageID: 5936 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 219 of 383 PageID: 5937 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 220 of 383 PageID: 5938 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 221 of 383 PageID: 5939
EXHIBIT O Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 222 of 383 PageID: 5940 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 223 of 383 PageID: 5941 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 224 of 383 PageID: 5942 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 225 of 383 PageID: 5943 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 226 of 383 PageID: 5944 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 227 of 383 PageID: 5945 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 228 of 383 PageID: 5946 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 229 of 383 PageID: 5947 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 230 of 383 PageID: 5948 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 231 of 383 PageID: 5949 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 232 of 383 PageID: 5950 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 233 of 383 PageID: 5951 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 234 of 383 PageID: 5952 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 235 of 383 PageID: 5953 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 236 of 383 PageID: 5954 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 237 of 383 PageID: 5955 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 238 of 383 PageID: 5956 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 239 of 383 PageID: 5957 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 240 of 383 PageID: 5958 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 241 of 383 PageID: 5959 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 242 of 383 PageID: 5960 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 243 of 383 PageID: 5961 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 244 of 383 PageID: 5962 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 245 of 383 PageID: 5963 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 246 of 383 PageID: 5964 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 247 of 383 PageID: 5965 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 248 of 383 PageID: 5966
EXHIBIT P Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 249 of 383 PageID: 5967 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 250 of 383 PageID: 5968 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 251 of 383 PageID: 5969 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 252 of 383 PageID: 5970 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 253 of 383 PageID: 5971 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 254 of 383 PageID: 5972 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 255 of 383 PageID: 5973 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 256 of 383 PageID: 5974 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 257 of 383 PageID: 5975
EXHIBIT Q Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 258 of 383 PageID: 5976
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE DUCTILE IRON PIPE FITTINGS Civ. No. 12-169(AET) (LHG) ("DIPF")INDIRECT PURCHASER ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL INDIRECT PURCHASER ACTIONS
DECLARATION OF PRETI FLAHERTY IN SUPPORT OF CO-LEAD COUNSEL'S MOTION FOR AN AWARD OF ATTORNEYS'FEES AND LITIGATION EXPENSES
I, Gregory P. Hansel, declare as follows:
1. I am a member of the law firm of Preti, Flaherty, Beliveau & Pachios, Chartered,
LLP ("Preti Flaherty"). I submit this declaration in support of Indirect Purchaser Plaintiffs
("IPP") application for an award of attorneys' fees and reimbursement of expenses in connection
with the services rendered, and costs and expenses incurred in In re Ductile Iron Pipe Fittings
("DIPP)Indirect Purchaser Antitrust Litigation (the "Action"). I make this declaration on
personal knowledge, and if called as a witness I could and would competently testify to the
matters set forth herein.
2. My firm is counsel for Waterline Industries, Inc. and has served as one of the
Class Counsel for the IPPs in the Action. The background and experience of Preti Flaherty and
its attorneys who worked on this matter are summarized in the curriculum vitae attached hereto
as Exhibit A.
1 12960507.1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 259 of 383 PageID: 5977
3. Preti Flaherty has prosecuted the Action solely on a contingent fee basis, and has
been at risk that it would not receive any compensation for prosecuting claims against
Defendants. While Preti Flaherty devoted its time and resources to this matter, it has foregone
other legal work for which it could have been compensated.
4. During the pendency ofthe Action, Preti Flaherty performed the following work:
investigations and factual research, document review and collection, drafting and analysis of
written discovery, pleadings, briefs and pretrial motions, as well as participation in litigation
strategy, analysis and case management.
5. The schedule attached as Exhibit B sets forth my firm's total hours and lodestar,
computed at historical rates, for the period from May 10, 2012, through and including March 31,
2018. This period reflects the time spent after the appointment of Interim Co-Lead Counsel and
Liaison Counsel for IPPs in the Action. The total number of hours spent by my firm during this
period of time was 462.60, with a corresponding lodestar of $197,305.50. This schedule was
compiled from contemporaneous, daily time records prepared and maintained by my firm. The
lodestar amount reflected in Exhibit B is for work assigned by Co-Lead Counsel, and was
performed by attorneys and professional staff at my firm for the benefit of the Settlement
Classes. The hourly rates for the attorneys and professional staff in my firm reflected in Exhibit
A are the usual and customary hourly rates historically charged by my firm in similar matters.
6. My firm has expended a total of $4,251.63 in unreimbursed costs and expenses in
connection with the prosecution of the Action from inception through and including March 31,
2018. These costs and expenses are set forth in the schedule attached as Exhibit C and are
reflected in the books and records of my firm. They were incurred on behalf of IPPs by my firm
and have not been reimbursed.
2 12960507.1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 260 of 383 PageID: 5978
I declare under penalty of perjury under the laws of the United States that the foregoing is
true and correct.
Executed this day of April, 2018, at Portland, Maine. r. 7 Gregory P. Hansel, Esq.
3 12960507.1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 261Exhibit of 383 A PageID: 5979
Preti Flaherty is a 95-lawyer, full-service commercial law firm with offices in Maine, New Hampshire, and Boston, that represents plaintiffs and defendants, including many Fortune 500 corporations, in complex litigation and is a recognized leader in the prosecution of antitrust class actions. Courts have appointed Preti Flaherty co-lead counsel for direct purchaser plaintiffs in numerous recent antitrust class actions, including: Iowa Ready-Mix Concrete Antitrust Litigation (N.D. Iowa No. C 10-4038-MWB) ($18.5 million settlement); Automotive Parts Antitrust Litigation, MDL 2311 (E.D. Mich.) (consisting of more than 25 class actions, with partial settlements over $200 million); Marine Hose Antitrust Litigation, MDL Docket No. 1888 (S.D. Fla.) ($32 million recovery); and Foundry Resins Antitrust Litigation, MDL Docket No. 1638 (S.D. Ohio) ($14.2 million recovery). The Court appointed the firm liaison counsel in Compact Disc Minimum Advertised Price Antitrust Litigation, MDL No. 1361 (D. Maine) ($143 million settlement). The firm was also one of the class counsel in Ready-Mixed Concrete Antitrust Litigation, Master Docket No. 1:05-cv-00979-SEB- JMS (S.D. Ind.) ($59 million settlement).
The Preti Flaherty antitrust team is led by Greg Hansel, who is Board Certified in Antitrust and Trade Regulation Law by the Florida Bar Board of Legal Specialization and Education and is listed in Woodard/White’s Best Lawyers in America for Antitrust and Class Action Litigation. He is a vice chair of the American Bar Association, Section of Antitrust Law, Global Private Litigation Committee. Partner Randall Weill has decades of antitrust class action experience, having spent the early years of his career at the antitrust specialty firm, Howrey & Simon, as well as serving as a trial attorney at the Department of Justice. Partner Michael Smith is experienced in antitrust class actions and e-discovery.
Courts praise the firm for its straightforward and efficient approach. In Iowa Ready-Mix Concrete Antitrust Litigation, supra, U.S. District Judge Mark Bennett stated, “Through their extremely skilled and efficient efforts, class counsel [the firms of Preti Flaherty and Cohen and Malad] marshaled sufficient evidence and [achieved] settlements that were highly favorable to the class members, all within a year and a half of the original case filing” (Order, November 9, 2011). The Court went on to say the case was “a model for the nation that class actions can, indeed, work exactly as Congress and the federal courts intended” and “This case has been to me what it was like when I stood before da Vinci’s Mona Lisa and Michelangelo’s David, observing the great masters’ works.” In approving a $14.2 million antitrust class action settlement, U.S. District Judge Gregory Frost commented, “I wouldn't have ever thought that this case would have proceeded along as smoothly as it did” (In re Foundry Resins Antitrust Litigation, supra, hearing on final approval of settlement, March 28, 2008, p. 32) (Preti Flaherty was co-lead counsel). Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 262 of 383 PageID: 5980
Timothy D. Connolly
Tim practices with the firm's Litigation Group and focuses on a wide range of matters, including commercial litigation, insurance litigation and professional liability.
Prior to joining the firm, Tim practiced law in Vermont at a highly regarded law firm. In 2009-2010, Tim served as a judicial law clerk in the Cumberland County Superior Court in Portland, Maine. Prior to law school, Tim served as a staffer for the U.S. Senate Environment and Public Works Committee.
While in law school, he was an editor of the Vermont Journal of Environmental Law and was a member of the school's National Environmental Moot Court Competition Team.
He lives in Cape Elizabeth with his wife Anne.
Practice Areas
● Litigation ● Product Liability Litigation
Education Timothy D. Connolly ● Vermont Law School (J.D., cum laude, 2009) ● Associate Middlebury College (B.A., 2004)
Portland, ME Admissions Tel: 207.791.3000 ● [email protected] Maine ● Vermont ● U.S. District Court, District of Maine Join My LinkedIn Network ● U.S. District Court, District of Vermont
Download My vCard Professional Affiliations
Download My Biography ● American Bar Association ● Association of Ski Defense Attorneys (ASDA) ● Maine State Bar Association, New Lawyers Section, Board Member ● Maine State Bar Association, Litigation Section, CLE Committee Member ● Vermont Bar Association
Honors & Awards
● Recognized in 2013, 2014, 2015 and 2016 as a Rising Star in New England Super Lawyers
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Gregory P. Hansel
Greg is recognized nationally as a trial lawyer in complex business litigation.
He has won victories for defendants and plaintiffs in some of Maine's largest cases and maintains a national and international litigation practice. He frequently advises overseas clients on U.S. legal matters. He is listed in Woodward/White's The Best Lawyers in America, which named him 2017 and 2015 "Lawyer of the Year" for Mass Tort Litigation/Class Actions - Defendants. He currently serves as court-appointed co-lead counsel for direct purchasers in In re Automotive Parts Antitrust Litigation, a series of private civil actions, with more than $200 million in partial settlements to date, that stem from the largest Department of Justice criminal antitrust investigation in U.S. history.
In other recent cases, he won a $19 million jury verdict as lead trial counsel in Missouri federal court in an international contract dispute; recovered $32 million for a class of direct purchasers of marine hose in federal antitrust litigation in Miami; and brought an antiterrorism case on behalf of American missionaries murdered in Colombia. He has argued five times before the U.S. Judicial Panel on Multidistrict Litigation.
Greg is experienced in class actions, antitrust & trade regulation, international, securities, construction, corporate, intellectual property, products liability, mass torts, contract, fraud, healthcare, RICO, employment, real estate, land use, technology, lender liability, professional malpractice, personal injury, wrongful death, fidelity & surety, insurance, arbitration and mediation. Gregory P. Hansel Partner
Portland, ME Practice Areas
Tel: 207.791.3000 ● Antitrust & Competition [email protected] ● Business Law ● International Commerce ● Litigation Join My LinkedIn Network ● Securities
Download My vCard Education
Download My Biography ● University of Virginia School of Law (J.D., 1986) Dillard Fellow, Moot Court Board ● Harvard University (B.A., magna cum laude, 1982)
Admissions
● Maine ● Florida ● District of Columbia ● U.S. District Court, Middle District of Florida ● U.S. District Court, Southern District of Florida ● U.S. Court of Appeals, First Circuit ● U.S. Court of Appeals, Fourth Circuit ● U.S. Court of Appeals, Eighth Circuit ● U.S. Court of Appeals, Eleventh Circuit ● District of Columbia Circuit Court of Appeals ● U.S. Supreme Court
Professional Affiliations
● Vice Chair, American Bar Association Section of Antitrust Law Global Private Litigation Committee ● Member, The Florida Bar, Antitrust & Trade Regulation Law Certification Committee ● Participant, Gubernatorial Trade Mission to South Korea ● Served as Chairman of The Florida Bar Convention ● Former Member, Florida Bar Grievance Committee Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 264 of 383 PageID: 5982
Honors & Awards
● AV Preeminent™ rating by the Martindale-Hubbell® Law Directory ● Listed in the Woodward/White's The Best Lawyers in America for Commercial Litigation, Litigation - Securities, Mass Tort Litigation / Class Actions - Defendants and Mass Tort Litigation / Class Actions - Plaintiffs ● Recognized for Commercial Litigation in Chambers USA: America's Leading Lawyers for Business, which stated "Greg Hansel stands out for his prowess in relation to complex business litigation work. One interviewee also heralded him as 'a master of class action litigation.'" ● Selected as a New England Super Lawyer in Antitrust Litigation, Business Litigation and Class Action/Mass Torts ● Named a Litigation Star in Benchmark: Litigation, the Guide to America's Leading Litigation Firms and Attorneys ● Board Certified in Antitrust and Trade Regulation Law by The Florida Bar ● Board Certified in Business Litigation by The Florida Bar
Civic Involvement
● Past Chairman of the Board and current Board Member, Community Financial Literacy ● Regional Vice-Chair, and Member, Board of Directors, Lawyers' Committee for Civil Rights Under Law, Washington, D.C. ● Chairman, Annual Giving in Northern New England for the University of Virginia School of Law ● Past President, Harvard Club in Maine ● Member, Maine International Trade Center ● Portland Rotary Club ● Served on Executive Committee, Appalachian Mountain Club, Maine Chapter ● Former Member, Board of Trustees, Portland Symphony Orchestra ● Acted as pro bono attorney, Maine Equal Justice Partners
Publications and Presentations
● "Extreme Litigation: An Interview with Judge Wm. Terrell Hodges, Chairman of the Judicial Panel on Multidistrict Litigation", Maine Bar Journal ● Speaker, "Private Damages Actions: An International Perspective," ABA Section of Antitrust Law Spring Meeting ● "Antitrust Class Certification After Hydrogen Peroxide" ABA Section of Antitrust Law Spring Meeting ● "Dispute Resolution," author of Maine Chapter in international legal guide for corporate counsel, Getting the Deal Through, Law Business Research Ltd. ● Speaker, "Betting-the-Company, How to Avoid and Survive High Stakes U.S. Litigation," Korea In- House Counsel Forum, program co-sponsored by U.S. Embassy, Seoul ● Speaker, "Hot Topics in Class Actions," Annual Meeting of Maine State Bar Association ● "Limiting Shareholder Class Actions: The Private Securities Litigation Reform Act of 1995," The Florida Bar Journal ● "Strong Suit: A Primer on Class Actions," Mainebiz
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Michael Kaplan
Michael is an experienced and successful trial attorney, bringing creative solutions to a variety of subject areas, including commercial and environmental litigation, bankruptcy, admiralty law, product liability, constitutional law and labor law. His interest in admiralty law stems from the ten years he worked as a longshoreman in the Port of New Orleans and in other maritime-related industries and activities before entering law school. Michael, in concert with other attorneys at Preti Flaherty, has engaged in large-scale legal efforts on behalf of Maine's railroads, power generators and other industries to overturn unfair regulations and obtain regulatory approvals.
Michael grew up in Portland and attended the Massachusetts Institute of Technology from 1967 to 1969. He left to work in Boston and New Orleans and graduated from the University of New Orleans in 1982 with a degree in labor studies, a degree program he wrote himself. He is a 1985 magna cum laude graduate of Tulane University School of Law, where he received the Order of the Coif. He was on the Board of Student Editors and was articles editor for the Tulane Law Review. He is the author of "Bergman v. United States: A Duty to Citizens Arises" and "Is Labor a Widget: A Comparative Study" for the Law Review.
He joined Preti Flaherty in 1986. Previously, he was a law clerk for the Honorable Collins J. Seitz of the U.S. Third Circuit Court of Appeals in Wilmington, Delaware.
He lives in Portland with his wife, Molly R. Chancey, and their children, Matthew, Lindsay and Eva. Michael Kaplan Of Counsel
Portland, ME Practice Areas
Tel: 207.791.3000 ● Business Law [email protected] ● Climate Strategy ● Construction Law ● Litigation Download My vCard ● Transportation & Maritime Law ● Offshore & Onshore Wind Power Download My Biography
Education
● Tulane University School of Law (J.D., magna cum laude, 1985) ● University of New Orleans (B.G.S., 1982)
Admissions
● Maine
Professional Affiliations
● Maine State Bar Association ● Federal Bar Association ● American Bar Association ● Proctor member of the Maritime Law Association of the United States ● Member, Maine Chapter of the Propeller Club of the United States, an association within the maritime industry
Honors & Awards
● Listed in Best Lawyers in America ● Listed as a New England Super Lawyer
Languages
● French Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 266 of 383 PageID: 5984
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Matthew J. Libby Associate
Matthew Libby is an Associate in the firm's Litigation Group, practicing from the Boston office. His practice covers a wide range of litigation matters, including commercial litigation and professional liability.
Prior to joining the firm, Matt served as Assistant District Attorney in Plymouth County, Massachusetts, where he tried more than 250 cases, including 60 jury trials. As a prosecutor, Matt successfully led complex cases including homicides from Grand Jury investigation to trial. Matt has appeared before the Massachusetts Supreme Judicial Court and the Appeals Court.
In 2012, Matt was honored with the Massachusetts District Attorney's Spotlight Award for outstanding performance as a prosecutor. Tel 617.226.3800 Matt is a graduate of the University of Maine Law School and University of [email protected] Massachusetts Amherst. While in law school Matt was a member of the Moot Court Board and an editor of the Maine Law Review. He wrote Deregulating the Electricity Market: What Can Be Learned From California’s Mistakes?, 22 Maine Bar Journal 4 (2007). Matt also served as a summer law clerk for judges of the Maine District Court. He resides in Boston.
Practice Areas
• Litigation • Professional Liability • White Collar Defense & Government Investigations • Bankruptcy, Creditors' Rights & Business Restructuring
Education
• University of Maine School of Law (J.D., 2007) • University of Massachusetts (B.A., 2004)
Admissions
• Massachusetts • Maine • Rhode Island • U.S. District Court, District of Maine • U.S. District Court, District of Massachusetts • U.S. District Court, District of Rhode Island • U.S. Bankruptcy Court, District of Massachusetts
Professional Affiliations
• Boston Bar Association Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 268 of 383 PageID: 5986
• UMass Amherst Alumni Association
Honors & Awards
• 2012 Massachusetts District Attorney's Spotlight Award for outstanding performance as a prosecutor
News
March 7, 2017 Benchmark Litigation Names Preti Flaherty 2017 “Maine Firm of the Year”
March 10, 2015 Matthew J. Libby Joins Preti Flaherty’s Litigation Group
Press Coverage
No press coverage. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 269 of 383 PageID: 5987
Holly E. Lusk Of Counsel
Holly practices with the firm’s Government Affairs, Health Law, and Litigation groups in the Augusta, Maine office. She advocates for clients before the Maine Legislature, the Executive Branch and other state agencies on a wide range of policy issues. She also represents healthcare professionals before their respective licensing boards.
During her recent tenure as the Senior Health Policy Advisor to Governor Paul R. LePage concentrating on health, welfare, insurance, professional licensing and financial regulatory matters, Holly built strong relationships with key decision makers at the State House. She also represented Governor LePage before the Maine Supreme Judicial Court in constitutional litigation. Prior to joining the Governor’s staff, Holly practiced with Preti Flaherty’s Litigation and Tel 207-623-5300 Health Law groups out of the firm’s Portland, Maine office, during which time [email protected] she was recognized as a Super Lawyers Rising Star for three consecutive years.
Holly is an honors graduate of the University of Maine School of Law, where she received the Gignoux Award for Appellate Advocacy upon graduation, and the University of Pennsylvania, where she received a degree in International Relations and French Studies. She serves on the Orr’s - Bailey Yacht Club Board of Directors and is Past Chair of the March of Dimes Maine State Chapter’s Board of Directors.
Holly resides in Harpswell with her husband and two children.
Practice Areas
• Government Affairs • Maine Legislative Team • Health Law • Litigation • Government Procurement • Administrative Law • Election Law
Education
• University of Pennsylvania (B.A.) o International Relations and French Studies • University of Maine School of Law (J.D.) o President, Health Law Association
12518222.1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 270 of 383 PageID: 5988
Admissions
• Maine • Massachusetts • U.S. District Court, District of Maine • U.S. Court of Appeals, First Circuit
Professional Affiliations
• Maine State Bar Association
Civic Involvement
• Past Chair, Board of Directors. March of Dimes Maine State Chapter • Board of Directors, Orr's-Bailey Island Yacht Club
12518222.1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 271 of 383 PageID: 5989
Jonathan G. Mermin
Jon focuses his practice on appeals and on complex motion practice in state and federal courts and arbitration. He has briefed and argued cases before the Maine Supreme Court and the United States Court of Appeals for the First Circuit.
Jon has a B.A. in English from Cornell University, a Ph.D. in Political Science from Yale University, and a J.D. from Boston College Law School, where he graduated summa cum laude and was ranked first in his class. Jon has served as a law clerk to the Honorable Kermit V. Lipez on the United States Court of Appeals for the First Circuit and as lecturer in Political Science at Yale University. He is the author of "Debating War and Peace: Media Coverage of U.S. Intervention in the Post-Vietnam Era" (Princeton University Press) and a columnist for the Maine Bar Journal.
A native of Ithaca, New York, Jon lives in Portland with his wife and children.
Practice Areas
● Antitrust & Competition ● Litigation
Jonathan G. Mermin Education Of Counsel ● Boston College Law School (J.D., summa cum laude, 2001) ● Yale University (Ph.D., 1996) Portland, ME Political Science Tel: 207.791.3000 ● Cornell University (B.A., 1988) [email protected]
Admissions Download My vCard ● Maine ● Massachusetts Download My Biography
Professional Affiliations
● Maine Bar Association Maine Bar Journal, member of editorial board and columnist ● Massachusetts Bar Association
Civic Involvement
Volunteer Lawyers Project, pro bono volunteer
Publications
● "Bad Arguments," The Green Bag, Summer 2014.
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Christopher Nicolopoulos Associate Office: Concord, NH Phone: 603.410.1500 Fax: 603.410.1501 Email: [email protected]
Practice Areas Christopher R. Nicolopoulos joined Preti Flaherty in 2008 as • Government Affairs Government Relations Director and oversees the firm's government affairs practice in New Hampshire. Chris concentrates his practice on Education legislative and regulatory advocacy, and helps clients develop solutions • New England School of to business challenges that intersect the legislative and executive Law branches of government. • University of New Hampshire Chris is an attorney with more than 10 years of government relations, legal and real estate experience. Prior to joining Preti Flaherty, Chris Admissions served as the Government Affairs Director of the New Hampshire New Hampshire, Association of Realtors® where he directed the group's legislative and Massachusetts regulatory efforts. He also served as In-House Staff Counsel to the Greater Boston Real Estate Board. Chris holds real estate licenses and is admitted to practice law in both New Hampshire and Massachusetts.
Professional Affiliations/Memberships • Member, New Hampshire Bar Association • Member, NH Bar Association's Real Property and Municipal Law Sections
Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 273 of 383 PageID: 5991
Michael S. Smith
Mike practices with the firm's Litigation and Health Law Groups. A Maine native with broad national and international legal experience, Mike maintains a practice focused on commercial and antitrust litigation, criminal and internal corporate investigations, and regulatory issues affecting healthcare providers. Prior to joining the firm, Mike was a senior associate in the New York and Boston offices of Wilmer Cutler Pickering Hale and Dorr LLP, an international law firm.
Mike's securities litigation experience includes defending an underwriting syndicate comprised of more than one dozen global financial institutions and regional investment banks against a class action brought under Section 11 of the Securities Act of 1933. He also has extensive experience in representing clients in connection with white collar and corporate compliance issues, particularly with respect to the Foreign Corrupt Practices Act and related foreign statutes. He has assisted numerous companies in defending against DOJ and SEC investigations and conducting confidential internal investigations and risk assessments involving conduct in Europe, Asia, the Middle East, North Africa, and Central and South America. Mike has represented financial institutions, a global airline, telecommunications companies, private equity firms, and individuals.
In 2010, Mike served for six months as a Special Assistant District Attorney in the Middlesex District Attorney's Office in Massachusetts, where he managed a caseload of over 200 criminal matters. During that time, he tried a variety of cases to juries and judges, including felony narcotics Michael S. Smith distribution, felony bank theft, and a domestic violence incident. Partner Mike is originally from Whitefield, Maine and now lives in the Portland area. In 2012, he and his wife completed a trip around the world, visiting countries in Africa, Asia, and the Pacific. Portland, ME Tel: 207.791.3000 Direct: 207.791.3246 [email protected] Practice Areas ● Antitrust & Competition ● Data Security & Privacy Download My vCard ● Health Law ● International Commerce Download My Biography ● Litigation ● Securities ● White Collar Defense & Government Investigations
Education
● Boston College Law School (J.D., cum laude, 2007) Executive Editor, Boston College Environmental Affairs Law Review ● Boston College (B.A., magna cum laude, 2004) Political Science; History
Admissions
● Maine ● Massachusetts ● New York ● U.S. District Court, District of Maine ● U.S. District Court, District of Massachusetts ● U.S. District Court, Eastern District of Michigan
Honors & Awards
Listed as Super Lawyers "New England Rising Star" in 2015 and 2016
Civic Involvement
● Cumberland Bar Association, General Committee Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 274 of 383 PageID: 5992
Maine Development Foundation, Leadership Maine (Omega Class)
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● Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 275 of 383 PageID: 5993
Randall B. Weill
Randall is a former Trial Attorney for the Civil Division of the U.S. Department of Justice and concentrates on the resolution of business disputes with a focus on complex litigation, including class actions, antitrust claims and government investigations. He is an experienced trial lawyer who has been successful before judges and juries in state and federal court. He also counsels business clients on various corporate and commercial matters, including Hart-Scott-Rodino filings, competition law, and rights and obligations under the Employee Retirement Income Security Act (ERISA).
Randall has authored articles on various litigation topics, including the section on the United States in "Serving Process and Obtaining Evidence Abroad" by Kluwer Law International and "International Judicial Assistance in Civil Matters" for The Center for International Legal Studies in Salzburg, Austria.
He graduated from Washington and Lee University in Lexington, Virginia and earned his law degree from the University of Virginia School of Law. Following law school, he practiced law in Washington, D.C., with Howrey & Simon, a firm specializing in antitrust litigation until he joined the Justice Department. He joined Preti Flaherty in 1983.
Practice Areas Randall B. Weill ● Antitrust & Competition Partner ● Business Law ● Employment Law Portland, ME ● Litigation Tel: 207.791.3000 [email protected] Education
● Washington & Lee University (B.S., cum laude, 1969) Join My LinkedIn Network ● U.S. Army, Airborne Ranger 1969 - 1974 Download My vCard ● University of Virginia School of Law (J.D., 1977)
Download My Biography Admissions
● Maine ● U.S. District Court, District of Maine ● U.S. Court of Appeals, First Circuit ● U.S. Court of Appeals, Federal Circuit ● U.S. Tax Court ● U.S. District Court, District of Columbia ● U.S. Claims Court
Professional Affiliations
● Maine State Bar Association ● Cumberland County Bar Association ● American Bar Association, Antitrust Section
Honors & Awards
● Martindale-Hubbell® AV Preeminent™ Peer Review Rating ● Recognized by Best Lawyer's in America for Antitrust Law, Commercial Litigation, Antitrust Litigation
Civic Involvement
● First Parish Unitarian Church, Trustee ● Portland Stage Company, Board of Advisory Trustees Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 276 of 383 PageID: 5994
Fort Williams Advisory Commission, former Chairman ● Served as a member of the committee that created the museum now located at the lighthouse keeper's quarters at the Portland Head Light ● Cape Elizabeth Television Advisory Board, former Chairman
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EXHIBIT B In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Preti Flaherty Reported Hours and Lodestar on a Historical Basis May 10, 2012 through March 31, 2018
NAME STATUS YEAR TOTAL HOURS HISTORICAL LODESTAR HOURLY RATE ATTORNEYS Timothy D. Connolly A 2013 3.90 $ 350.00 $ 1,365.00 Timothy D. Connolly A 2014 53.30 $ 350.00 $ 18,655.00 Timothy D. Connolly A 2015 0.20 $ 350.00 $ 70.00 Timothy D. Connolly A 2016 0.40 $ 350.00 $ 140.00 Gregory P. Hansel P 2012 9.20 $ 675.00 $ 6,210.00 Gregory P. Hansel P 2013 19.30 $ 675.00 $ 13,027.50 Gregory P. Hansel P 2014 1.10 $ 725.00 $ 797.50 Gregory P. Hansel P 2015 3.40 $ 725.00 $ 2,465.00 Gregory P. Hansel P 2015 0.50 $ 780.00 $ 390.00 Gregory P. Hansel P 2016 9.50 $ 780.00 $ 7,410.00 Gregory P. Hansel P 2017 0.90 $ 780.00 $ 702.00 Michael Kaplan P 2012 28.50 $ 675.00 $ 19,237.50 Matthew J. Libby A 2016 0.30 $ 350.00 $ 105.00 Jonathan G. Mermin OC 2016 54.00 $ 595.00 $ 32,130.00 Christopher R. Nicolopoulos A 2012 9.30 $ 350.00 $ 3,255.00 Christopher R. Nicolopoulos A 2013 51.90 $ 350.00 $ 18,165.00 Christopher R. Nicolopoulos A 2014 11.80 $ 350.00 $ 4,130.00 Holly E. Russell A 2012 10.60 $ 350.00 $ 3,710.00 Michael S. Smith A 2013 0.70 $ 350.00 $ 245.00 Michael S. Smith A 2014 36.70 $ 350.00 $ 12,845.00 Michael S. Smith A 2015 2.20 $ 350.00 $ 770.00 Michael S. Smith A 2016 58.40 $ 495.00 $ 28,908.00 Michael S. Smith P 2017 2.10 $ 780.00 $ 1,638.00 Randall B. Weill P 2012 4.00 $ 675.00 $ 2,700.00 Randall B. Weill P 2013 6.70 $ 675.00 $ 4,522.50 Randall B. Weill P 2014 0.80 $ 725.00 $ 580.00 Randall B. Weill P 2015 0.50 $ 725.00 $ 362.50 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 278 of 383 PageID: 5996 EXHIBIT B In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Preti Flaherty Reported Hours and Lodestar on a Historical Basis May 10, 2012 through March 31, 2018
NAME STATUS YEAR TOTAL HOURS HISTORICAL LODESTAR HOURLY RATE NON-ATTORNEYS Sonja S. Belanger PL 2014 29.50 $ 155.00 $ 4,572.50 Sonja S. Belanger PL 2015 1.10 $ 155.00 $ 170.50 Sonja S. Belanger PL 2016 3.60 $ 195.00 $ 702.00 Melissa J. Bubar PL 2014 32.50 $ 155.00 $ 5,037.50 Melissa J. Bubar PL 2015 0.60 $ 155.00 $ 93.00 Melissa J. Bubar PL 2016 2.60 $ 195.00 $ 507.00 Julie H. DeFrancesco PL 2013 12.50 $ 135.00 $ 1,687.50 TOTAL: 462.60 $ 197,305.50
(P) Partner (A) Associate (INV) Investigator Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 279 of 383 PageID: 5997
In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG)
EXHIBIT C Preti Flaherty Expenses Incurred Inception - March 31, 2018
CATEGORY AMOUNT INCURRED Court Fees (filing, etc.) $857.60 Computer Research (Lexis, Westlaw, PACER, etc.) $1,252.18 Document Production $0.00 Experts / Consultants $0.00 Messenger Delivery $0.00 Photocopies - In House $13.80 Photocopies - Outside $45.90 Postage $20.06 Service of Process $390.13 Overnight Delivery (Federal Express, etc.) $0.00 Telephone / Facsimile $75.50 Transcripts (Hearings, Depositions, etc.) $0.00 Travel (Airfare, Ground Travel) $1,482.61 Travel (Meals and Lodging) $113.85 TOTAL $4,251.63 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 280 of 383 PageID: 5998
EXHIBIT R Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 281 of 383 PageID: 5999
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE DUCTILE IRON PIPE FITTINGS Civ. No. 12-169 (AET) (LHG) (“DIPF”) INDIRECT PURCHASER ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL INDIRECT PURCHASER ACTIONS
DECLARATION OF DARYL F. SCOTT IN SUPPORT OF CO-LEAD COUNSEL’S MOTION FOR AN AWARD OF ATTORNEYS’ FEES AND LITIGATION EXPENSES
I, Daryl F. Scott declare as follows:
1. I am a partner with the law firm of Scott+Scott Attorneys at Law LLP. I submit
this declaration in support of the Indirect Purchaser Plaintiff’s (the “IPPs”) application for an
award of attorneys’ fees and the reimbursement of litigation expenses and charges (“Expenses”)
incurred in connection with prosecution of In re Ductile Iron Pipe Fittings (“DIPF”) Indirect
Purchaser Antitrust Litigation (the “Action”).
2. My firm is a member of the Liaison Class Counsel who represented the IPPs in
the Action. The background and experience of my firm and the individual attorneys who worked
on the Action are summarized in Exhibit A.
3. My firm has prosecuted this Action on a contingent-fee basis and has been at risk,
throughout the pendency of the Action, of not being compensated for the claims against the
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4. My firm has performed the following work in the prosecution of the Action for
the benefit of the IPPs:1 reading Defendants’ Answers to Complaint in light of the Court’s
opinion on Defendants’ Motions to Dismiss to determine status of claims, i.e., whether each
claim was recognized, answered, and/or alleged to have been dismissed by each Defendant, and
advising Co-Lead Counsel and Co-Counsel of the findings of the analysis; analyzing the Court’s
opinion on Defendants’ Motions to Dismiss to determine applicability of the Order on IPP claims
and ability to represent the class; reading and reviewing Defendants’ responses to discovery to
determine the sufficiency of the responses and to prepare a memo to Co-Lead Counsel and Co-
Counsel regarding the same; reading and reviewing 30(b)(6) notices, and preparing objections
and responses to same; preparing a memorandum to be used by all counsel to prepare IPPs for
30(b)(6) depositions; coordinating the responses to 30(b)(6) deposition notices by all IPPs;
preparing and editing responses to interrogatories and coordinating the execution of verifications
by all IPPs; preparing and editing discovery requests to be served on Defendants; corresponding
and teleconferencing with Co-Lead Counsel and Co-Counsel regarding each of the
aforementioned tasks; and reading and coding documents produced to IPPs in the action.
5. Exhibit B sets forth my firm’s lodestar, computed at historical rates, for the period
from May 10, 2012, through and including March 31, 2018. This is time spent after the
appointment of Interim Co-Lead Counsel and Liaison Counsel for the IPPs. As reflected in
Exhibit B, the total numbers of hours is 348.40, and the total lodestar is $157,453.
1 In addition to the work performed for the IPP class, Scott+Scott performed the following work that was client-specific, but which informed counsel’s work on behalf of the class: preparing case memo updates to clients; reading and analyzing the Court’s opinion on dispositive motions to determine applicability of holding regarding our clients and advising client of the same; coordinating with client to respond to discovery; reading and reviewing client’s documents for privilege in order to prepare documents for production; preparing and editing objections and responses to Defendants’ discovery requests; and preparing client for deposition.
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6. Exhibit B was compiled from contemporaneous time records prepared and
maintained by my firm. The lodestar represents the work assigned to my firm by Co-Lead
Counsel, and was performed by attorneys and professional staff at my firm for tthe benefit of the
class of IPPs. The hourly rates for the attorneys and professional staff as reflected in Exhibit B,
are the usual and customary hourly rates charged by my firm in similar matters.
7. Exhibit C sets forth the unreimbursed Expenses my firm incurred during the
prosecution of the Action, on behalf of, and for the benefit of, the class of IPPs. The Expenses
incurred are from the inception of the litigation through and including March 31, 2018. The
Expenses in Exhibit C are also reflected in the accounting records of my firm. The accounting
records were prepared from Expense vouchers, check records, and other source materials, and
are an accurate record of the Expenses incurred.
I declare under penalty of perjury that the foregoing facts are true and correct.
Executed on April 23, 2018.
______Daryl F. Scott
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SCOTT+SCOTT ATTORNEYS AT LAW LLP
MISSION STATEMENT
Scott+Scott Attorneys at Law LLP (“Scott+Scott”) is a nationally recognized law firm headquartered in Connecticut with offices in California, New York City, and Ohio. Scott+Scott represents individuals, businesses, public and private pension funds, and others who have suffered from corporate fraud and wrongdoing. Scott+Scott is directly responsible for recovering hundreds of millions of dollars and achieving substantial corporate governance reforms on behalf of its clients. Scott+Scott has significant expertise in complex antitrust, consumer, securities, ERISA, and civil rights litigation in both federal and state courts. Through its efforts, Scott+Scott promotes corporate social responsibility.
ANTITRUST
Scott+Scott litigates complex antitrust cases throughout the United States. Scott+Scott represents investors, business, and consumers in price-fixing, bid-rigging, monopolization, and other restraints of trade cases on both a class-wide and individual basis, helping to ensure that markets remain free, open, and competitive. With the opening of a London Office, Scott+Scott’s commitment to competition now includes pursuing its clients’ claims on a global basis.
Scott+Scott’s class action antitrust practice includes serving as court-appointed lead counsel with the responsibility for the prosecution of class claims. Scott+Scott serves as court-appointed lead counsel in high-value antitrust class action cases, including Dahl v. Bain Capital Partners, LLC, No. 07-cv-12388 (D. Mass.) (challenging bid rigging and market allocation of leveraged buyouts by private equity firms resulting in $590.5 million in settlements)); In Re: Foreign Exchange Benchmark Rates Antitrust Litigation, No. 13-cv-7789 (S.D.N.Y.) (challenging price-fixing of foreign exchange rates (over $2 billion in partial settlements negotiated)); and Alaska Electrical Pension Fund v. Bank of America Corp., No. 14-cv-7126 (S.D.N.Y.) (challenging price-fixing of the ISDAfix benchmark interest rate). Scott+Scott has served as court-appointed lead counsel in other cases, including In re Korean Air Lines Co., Ltd. Antitrust Litigation, MDL No. 1891, No. CV 07-06542 (C.D. Cal.) (challenging price-fixing/illegal surcharge ($86 million in cash and travel voucher settlements) and Mylan Pharmaceuticals, Inc. v. Warner Chilcott Public Limited Company, No. 12-cv-03824 (E.D. Pa.) (challenging monopolization in the sale of name-brand pharmaceutical ($8 million settlement)).
When not serving as lead counsel, Scott+Scott has served on the executive leadership committees in numerous class action cases. Representative actions include In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No. 1:05-md-1720 (E.D.N.Y.) (challenging price-fixing in the payment cards industry ($7.25 billion settlement)); Kleen Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 285 of 383 PageID: 6003
Products LLC v. Packaging Corporation of America, No. 1:10-cv-05711 (N.D. Ill.) (challenging price-fixing of containerboard products); and In re Lithium Ion Batteries Antitrust Litig., No. 13- md-2420-YGR (DMR) (N.D. Cal.) (challenging price-fixing of lithium-ion batteries).
Scott+Scott’s class action antitrust experience includes serving as co-trial counsel in In re Scrap Metal Antitrust Litigation, 02-cv-0844-KMO (N.D. Ohio), where it helped obtain a $34.5 million jury verdict, which was subsequently affirmed by the United States Court of Appeals for the Sixth Circuit (see In re Scrap Metal Antitrust Litigation, 527 F.3d 517, 524 (6th Cir. 2008)), and in the consolidated bench trial in Ross v. Bank of America N.A., No. 05-cv-7116, MDL No. 1409 (S.D.N.Y.), and Ross v. American Express Co., No. 04-cv-5723, MDL No. 1409 (S.D.N.Y).
Scott+Scott also represents large clients in opt-out antitrust litigation. Scott+Scott currently represents Eastman Kodak Company, Agfa Corporation, Agfa Graphics, N.V., and Mag Instrument, Inc. in In re: Aluminum Warehousing Antitrust Litigation, MDL No. 2481 (S.D.N.Y.). Scott+Scott previously represented publicly traded corporations, such as Parker Hannifin Corporation and PolyOne Corporation, in matters such as In re Rubber Chemicals Antitrust Litigation, MDL No. 1648 (N.D. Cal.); In re Polychloroprene Rubber (CR) Antitrust Litigation, MDL No. 1642 (D. Conn.); and In re Plastic Additives Antitrust Litigation (No. II), MDL No. 1684 (E.D. Pa.).
CONSUMER RIGHTS
Scott+Scott and its attorneys have a proven track record of obtaining significant recoveries for consumers in class action cases. Scott+Scott is one of the premier advocates in the area of consumer protection law and has been appointed to a number of prominent leadership positions.
Cases where Scott+Scott has played a leading role in the area of consumer protection litigation include:
In re Providian Financial Corp. Credit Card Terms Litigation, MDL No. 1301 (E.D. Pa.) ($105 million settlement was achieved on behalf of a class of credit card holders who were charged excessive interest and late charges on their credit cards); The Vulcan Society, Inc. v. City of New York, No. 07-cv-02067 (E.D.N.Y.) ($100 million settlement and significant injunctive relief was obtained for a class of black and Hispanic applicants who sought to be New York City firefighters but were denied or delayed employment due to racial discrimination); In re Prudential Ins. Co. SGLI/VGLI Contract Litigation, MDL No. 2208 (D. Mass.) ($40 million settlement was achieved on behalf of a class of military service members and their families who had purchased insurance contracts);
In re Target Corp. Customer Data Security Breach Litigation, MDL No. 2522 (D. Minn.) ($59 million settlement achieved on behalf of financial institutions involving data breach of personal and financial information of approximately 40 million credit and debit card holders);
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Greater Chautauqua Federal Credit Union v. Kmart Corporation, No. 15-cv-02228 (N.D. Ill.) ($18 million monetary and injunctive settlement on behalf of financial institutions involving data breach of credit and debit card information);
Winsouth Credit Union v. Mapco Express Inc., Case No.: 3:14-cv-1573 (M.D. Tenn.) (largest dollar-per-card settlement obtained on behalf of financial institutions involving data breach of credit and debit card information);
Gunther v. Capital One, N.A., No. 09-2966 (E.D.N.Y.) (a net settlement resulting in class members receiving 100% of their damages was obtained);
In re Pre-Filled Propane Tank Marketing and Sales Practices Litigation, MDL No. 2086 (W.D. Mo.) ($37 million settlement obtained on behalf of class of propane purchasers who alleged defendants overcharged the class for under-filled propane tanks);
Murr v. Capital One Bank (USA), N.A., No. 1:13-cv-1091 (E.D. Va.) ($7.3 million settlement pending on behalf of class of consumers who were misled into accepting purportedly 0% interest offers); and
Howerton v. Cargill, Inc., No. 13-cv-00336 (D. Haw.) ($6.1 settlement obtained on behalf of a class of consumers who purchased Truvia, purported to be deceptively marketed as “all-natural”).
Moreover, Scott+Scott is currently serving in a leadership capacity in a number of class action consumer protection cases, including: In re The Home Depot, Inc., Customer Data Security Breach Litigation, MDL No. 2583 (N.D. Ga.) (co-lead counsel, preliminary approval of $27.25 million settlement on behalf of financial institutions involving data breach and the theft of the personal and financial information of over 40 million credit and debit card holders);
First Choice Federal Credit Union v. The Wendy’s Co., 2:16-cv-00506 (W.D. Pa.) (co-lead counsel, claims on behalf of financial institutions involving data breach of personal and financial information of millions of credit and debit card holders);
In re UnitedHealth Group PBM Litigation, Case No. 0:16-cv-3352 (D. Minn.) (co- lead counsel, claims on behalf of plan participants involving overcharge of copayments for prescription drugs);
In re Cigna Corporation PBM Litigation, Case No. 3:16-cv-1702 (D. Conn.) (Chair of Executive Committee, claims on behalf of plan participants involving overcharge of copayments for prescription drugs);
Midwest America Federal Credit Union v. Arby's Restaurant Group, Inc., 1:17-cv- 00514 (N.D. Ga.) (member of Executive Committee, claims on behalf of financial institutions involving data breach of credit and debit card information); and
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In re Herbal Supplements Marketing and Sales Practices Litigation, MDL No. 2519 (N.D. Ill.) (claims on behalf of a class of consumers alleging major retail-chain defendants misrepresent the ingredients in store-branded herbal supplements).
SECURITIES AND CORPORATE GOVERNANCE
Scott+Scott represents individuals and institutional investors that have suffered from stock fraud and corporate malfeasance. Scott+Scott’s philosophy is simple – directors and officers should be truthful in their dealings with the public markets and honor their duties to their shareholders. Since its inception, Scott+Scott’s securities and corporate governance litigation department has developed and maintained a reputation of excellence and integrity recognized by state and federal and state courts across the country. “It is this Court’s position that Scott+Scott did a superlative job in its representation, which substantially benefited Ariel . . . . For the record, it should be noted that Scott+Scott has demonstrated a remarkable grasp and handling of the extraordinarily complex matters in this case . . . . They have possessed a knowledge of the issues presented and this knowledge has always been used to the benefit of all investors.” N.Y. Univ. v. Ariel Fund Ltd., No. 603803/08, slip. op. at 9-10 (N.Y. Sup. Ct. Feb. 22, 2010). “The quality of representation here is demonstrated, in part, by the result achieved for the class. Further, it has been this court’s experience, throughout the ongoing litigation of this matter, that counsel have conducted themselves with the utmost professionalism and respect for the court and the judicial process.” In re Priceline.com, Inc. Sec. Litig., No. 00-cv-01884, 2007 WL 2115592, at *5 (D. Conn. July 20, 2007).
Scott+Scott has successfully prosecuted numerous class actions under the federal securities laws, resulting in the recovery of hundreds of millions of dollars for shareholders. Representative cases prosecuted by Scott+Scott under the Securities Exchange Act of 1934 include: In re Priceline.com, Inc. Sec. Litig., No. 00-cv-01884 (D. Conn. July 19, 2007) ($80 million settlement); Irvine v. ImClone Sys., Inc., No. 02-cv-00109 (S.D.N.Y. July 29, 2005) ($75 million settlement); Cornwell v. Credit Suisse Group, No. 08-cv-03758 (S.D.N.Y. July 20, 2011) ($70 million settlement); Schnall v. Annuity and Life Re (Holdings) Ltd., No. 02-cv-2133 (D. Conn. June 13, 2008) ($26.5 million settlement); and St. Lucie County Fire District Firefighter’s Pension Trust Fund v. Oilsands Quest Inc., No. 11-cv-1288-JSR (S.D.N.Y. Dec. 6, 2013) ($10.23 million settlement) ($7.85 million settlement preliminarily approved). Representative cases prosecuted by Scott+Scott under the Securities Act of 1933 include: In re Washington Mutual Mortgage-Backed Securities Litigation, No. 09-cv-0037 (W.D. Wash. Jan. 7, 2014) ($26 million settlement); In re Pacific Biosciences Securities Litigation, No.CIV509210 (Cal. Super. Ct., San Mateo County, Oct. 31, 2013) ($7.68 million settlement); West Palm Beach Police Pension Fund v. CardioNet, Inc., No. 37-2010-00086836-CU-SL-CTL (Cal. Super. Ct., San Diego County, 2010) ($7.25 million settlement); Parker v. National City Corp., No. CV-08- 657360 (Ohio Ct. Com. Pl., Cuyahoga County, June 23, 2010) ($5.25 million settlement); and Hamel v. GT Solar International, Inc., No. 217-2010-CV-05004 (N.H. Super. Ct., Merrimack County, May 10, 2011) ($10.25 million settlement).
Scott+Scott currently serves as court-appointed lead counsel in various federal securities class actions, including Birmingham Retirement and Relief System, v. S.A.C. Capital Advisors, No. 1:12-cv-09350 (S.D.N.Y. June 17, 2013); In re NQ Mobile Securities Litigation, No. 13-cv-
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07608 (S.D.N.Y. April 9, 2014); In re Conn’s Inc. Securities Litigation, No. 14-cv-00548 (S.D. Tex. June 3, 2014) and Weston v. RCS Capital Corp., No. 14-10136 (S.D.N.Y., Dec. 29, 2014).
In addition to prosecuting federal securities class actions, Scott+Scott has a proven track record of handling corporate governance matters through its extensive experience litigating shareholder derivative actions. In addition, Scott+Scott has been singularly successful in its shareholder derivative appellate practice, and as a result, has been instrumental in fashioning the standards in this area of law. In Westmoreland County Employee Retirement System v. Parkinson, No. 12- 3342 (7th Cir. Aug. 16, 2013), the Seventh Circuit clarified the parameters of demand futility in those instances where a majority of directors of a corporation are alleged to have breached the fiduciary duty of loyalty by consciously disregarding positive law. In Cottrell v. Duke, No. 12- 3871 (8th Cir. Dec. 28, 2013), the Eighth Circuit, in a case of first impression, clarified that the Colorado River stay is virtually never appropriate where there are exclusive federal claims. And in King v. Verifone Holdings, Inc., No. 330, 2010 (Del. Jan. 28, 2011), the Supreme Court of Delaware has clarified the availability of the Delaware Corporate Code Section 220 “books and records” demands to a shareholder whose original plenary action was dismissed without prejudice in a federal district court. Representative actions prosecuted by Scott+Scott include: In re DaVita Healthcare Partners Derivative Litigation, No. 13-cv-1308 (D. Colo.) (corporate governance reform valued at $100 million); North Miami Beach General Employees Retirement Fund v. Parkinson, No. 10C6514 (N.D. Ill.) (corporate governance valued between $50 million and $60 million); In re Marvell Tech. Group Ltd. Derivative Litigation, No. C-06-03894-RMW (RS) (N.D. Cal. Aug. 11, 2009) ($54.9 million and corporate governance reforms); In re Qwest Communications International, Inc., No. Civ. 01-RB-1451 (D. Colo. June 15, 2004) ($25 million and corporate governance reform); Plymouth County Contributory Retirement Fund v. Hassan, No. 08-cv-1022 (D.N.J.) (settlement of derivative claims against Merck Schering Plough and its officers and directors providing for corporate governance reforms valued between $50 million and $75 million); Carfagno v. Schnitzer, No. 08-cv-912-SAS (S.D.N.Y. May 18, 2009) (modification of terms of preferred securities issued to insiders valued at $8 million); and Garcia v. Carrion, No. 3:09-cv-01507 (D.P.R. Sept. 12, 2011) (settlement of derivative claims against the company and its officers and directors providing for corporate governance reforms valued between $10.05 million and $15.49 million).
Currently, Scott+Scott is actively prosecuting shareholder derivative actions, including In re Bio- Rad Laboratories, Inc. Stockholder Litigation, C.A. No. 11387 (Del. Ch. Aug. 13, 2015); In re Tile Shop Holdings, Inc. Stockholder Derivative Litigation, C. A. No. 108884 (Del. Ch. July 31, 2015); West Palm Beach Fire Pension Fund v. Page, No. 15-1334 (N.D. Cal. March 23, 2015); In re Duke Energy Corp. Coal Ash Derivative Litigation, C.A. No. 9682 (Del. Ch. May 21, 2014); and In re OSI Systems, Inc. Derivative Litigation, No. 14-2910 (C. D. Cal. April 15, 2014).
EMPLOYEE BENEFITS (ERISA)
Scott+Scott litigates complex class actions across the United States on behalf of corporate employees alleging violations of the federal Employee Retirement Income Security Act. ERISA was enacted by Congress to prevent employers from exercising improper control over retirement plan assets and requires that pension and 401(k) plan trustees, including employer corporations,
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owe the highest fiduciary duties to retirement plans and their participants as to their retirement funds. Scott+Scott is committed to continuing its leadership in ERISA and related employee- retirement litigation, as well as to those employees who entrust their employers with hard-earned retirement savings. Representative recoveries by Scott+Scott include: In re Royal Dutch/Shell Transport ERISA Litigation, No. 2:04-cv-01398-JWB-SDW (D.N.J. Aug. 30, 2005) ($90 million settlement); In re General Motors ERISA Litigation, No. 2:05-cv-71085-NGE-RSW (E.D. Mich. June 5, 2008) ($37.5 million settlement); and Rantala v. ConAgra Foods, No. 8:05-cv-00349- LES-TDT (D. Neb.) ($4 million settlement).
CIVIL RIGHTS LITIGATION
Scott+Scott has also successfully litigated cases to enforce its clients’ civil rights. In The Vulcan Society, Inc. v. The City of New York, No. 1:07-cv-02067-NGG-RLM (E.D.N.Y.), Scott+Scott was part of a team of lawyers representing a class of black applicants who were denied or delayed employment as New York City firefighters due to decades of racial discriminatory conduct. The district court certified the class in a post-Walmart v. Dukes decision, granted summary judgment against the City on both intentional discrimination and disparate impact claims, and after trial ordered broad injunctive relief, including a new examination, revision of the application procedure, and continued monitoring by a court-appointed monitor for at least 10 years. The back pay and compensatory damage award will be determined in a subsequent ruling. In Hohider v. United Parcel Services, Inc., No. 2:04-cv-00363-JFC (W.D. Penn.), Scott+Scott obtained significant structural changes to UPS’s Americans with Disabilities Act compliance policies and monetary awards for some individual employees in settlement of a ground-breaking case seeking nationwide class certification of UPS employees who were barred from reemployment after suffering injuries on the job.
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ATTORNEY BACKGROUND AND EXPERIENCE
MELVIN SCOTT is a graduate of the University of Connecticut (B.A. 1950) and the University of Kentucky (M.A. 1953; LL.B. 1957). Mr. Scott founded the firm in 1975. He formerly practiced in Kentucky and is presently admitted to practice in Connecticut and Pennsylvania. Mr. Scott was a member of the Kentucky Law Review, where he submitted several articles for publication. He has served as an Attorney Trial Referee since the inception of the program in the State of Connecticut and is a member of the Fee Dispute Committee for New London County. Mr. Scott also formerly served as a Special Public Defender in criminal cases and as a member of the New London County Grievance Committee. Mr. Scott actively represents aggrieved parties in securities, commercial and criminal litigation and served or serves as counsel in Irvine, et al. v. ImClone Systems, Inc.; Schnall v. Annuity and Life Re (Holdings) Ltd.; In re 360networks Class Action Securities Litigation; In re General Motors ERISA Litigation, and Hohider v. UPS, among others.
DAVID R. SCOTT is the managing partner of Scott+Scott. He represents multinational corporations, hedge funds, and institutional investors in high-stakes complex litigation, including antitrust, commercial, and securities actions.
Mr. Scott has received widespread recognition for his antitrust work. He has been elected to Who’s Who Legal: Competition 2015, 2016, and 2017 which lists the world’s top antitrust lawyers who are selected based on comprehensive, independent survey work with both general counsel and lawyers in private practice around the world. He has also received a highly recommended ranking by Benchmark Litigation for each of the years 2013-2015.
Mr. Scott’s antitrust experience includes matters dealing with unlawful price-fixing cartels, illegal tying, and anticompetitive monopolization. Currently, Mr. Scott is lead counsel in In re Foreign Exchange Benchmark Rates Antitrust Litigation, a cartel action alleging a longstanding and widespread conspiracy to manipulate the foreign exchange market, in which billions in settlements have been announced to date. He is co-lead counsel in a class action case alleging that the world’s largest banks and their broker, ICAP, entered a conspiracy to manipulate ISDAfix, a financial benchmark that is tied to over $379 trillion of outstanding interest-rate swaps around the world.
Mr. Scott’s previous antitrust cases have resulted in significant recoveries for victims of price- fixing cartels. Among other cases, Mr. Scott served as co-lead counsel in Dahl v Bain Capital Partners, No. 1:07-cv-12388 (D. Mass.), an action alleging that the largest private equity firms in the United States colluded to suppress prices that shareholders received in leveraged buyouts and that the defendants recently agreed to settle for $600 million. He also played a leadership role in a lawsuit accusing Visa and MasterCard of engaging in anticompetitive conduct in setting credit card and debit card acceptance fees that recently settled for a record $7.25 billion. And he was lead counsel in Red Lion Medical Safety v. Ohmeda, No. 06-cv-1010 (E.D. Cal.), a lawsuit alleging that Ohmeda, one of the leading manufacturers of medical anesthesia equipment in the United States, excluded independent service organizations from the market for servicing its equipment. The case was successfully resolved in settlement negotiations before trial.
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Mr. Scott has also taken the lead in bringing claims on behalf of institutional investors, such as sovereign wealth funds, corporate pension schemes, and public employee retirement funds, against mortgaged-backed securities trustees for failing to protect investors. Such cases include Retirement Board of the Policemen’s Annuity and Benefit Fund of the City of Chicago v. The Bank of New York Mellon (MBS sponsored by Countrywide Financial Corp.), No. 1:11-cv-05459 (S.D.N.Y.); Retirement Board of the Policemen’s Annuity and Benefit Fund of the City of Chicago v. Bank of America (MBS sponsored by Washington Mutual Bank), No. 1:12-cv-02865 (S.D.N.Y.); and Oklahoma Police Pension and Retirement System v. U.S. Bank National Association (MBS sponsored by Bear Stearns), No. 1:11-cv-08066 (S.D.N.Y.). He also represented a consortium of regional banks in litigation relating to toxic auction rate securities (“ARS”) and obtained a sizable recovery for the banks in a confidential settlement. This case represents one of the few ARS cases in the country to be successfully resolved in favor of the plaintiffs.
In addition, Mr. Scott has extensive experience litigating shareholder derivative cases, achieving substantial corporate governance reforms on behalf of his clients. Representative actions include: In re Marvell Tech. Group Ltd. Derivative Litigation, No. C-06-03894 (N.D. Cal.) (settlement obtaining $54.9 million in financial benefits for the company, including $14.6 million in cash, and corporate governance reforms to improve stock option granting procedures and internal controls, valued at more than $150 million); In re Qwest Communications International, Inc., No. 01-RB-1451 (D. Colo.) (settlement obtaining $25 million for the company and achieving corporate governance reforms aimed at ensuring board independence); Plymouth County Contributory Retirement System v. Hasan, No. 08-1022 (D.N.J.) (settlement requiring annual reporting to the company’s board where any clinical drug trial is delayed, valued at between $50 million - $75 million); Carfagno v. Schnitzer, No. 08-cv-0912 (S.D.N.Y.) (settlement resulting in modification of terms of preferred securities issued to insiders, valued at $8 million); and Garcia v. Carrion, No. 09-cv-1507 (D.P.R.) (settlement achieving reforms aimed at rectifying internal control weaknesses and improving director education in accounting and ethics, valued at between $10 million - $15 million).
Mr. Scott is frequently quoted in the press, including in publications such as The Financial Times, The Guardian, The Daily Telegraph, The Wall Street Journal, and Law360. He is regularly invited to speak at conferences around the world and before Boards of Directors and trustees responsible for managing institutional investments.
Mr. Scott is admitted to practice in Connecticut, New York, the United States Tax Court, and numerous United States District Courts.
Mr. Scott is a graduate of St. Lawrence University (B.A., cum laude, 1986), Temple University School of Law (J.D., Moot Court Board, 1989), and New York University School of Law (LLM in taxation).
CHRISTOPHER M. BURKE chairs Scott+Scott’s competition practice and sets the Firm’s litigation standards. Mr. Burke’s principal practice is in complex antitrust litigation, particularly in the financial services industry and he has served as lead counsel in some of the world’s largest
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financial services antitrust matters. He currently sits as a partner in the firm’s San Diego and New York offices.
Currently, Mr. Burke is co-lead counsel in In Re Foreign Exchange Benchmark Rates Antitrust Litigation, 13-cv-7789 (S.D.N.Y.) ($2 billion settlement); Alaska Electrical Pension Fund v. Bank of America Corporation, 14-cv-7126 (S.D.N.Y) (ISDAfix litigation) ($325 million settlement); and Axiom Investment Advisors, LLC, by and through its Trustee, Gildor Management LLC v. Barclays Bank PLC, 15-cv-09323 (S.D.N.Y.) ($50 million settlement). Mr. Burke served as co-lead counsel in Dahl v. Bain Capital Partners, 07-cv-12388 (D. Mass.) ($590.5 million settlement); In re Currency Conversion Antitrust Litigation, MDL No. 1409 (S.D.N.Y.) ($336 million settlement); In re Payment Card Interchange Fee & Merchant Discount Antitrust Litigation, MDL No. 1720 (E.D.N.Y.); LiPuma v. American Express Co., Case No. 1:04-cv-20314 (S.D. Fla.) ($90 million settlement); and was one of the trial counsel in Schwartz v. Visa, Case No. 822505-4 (Alameda Cty. Super. Ct.) ($780 million plaintiff’s judgment after six months of trial); and In re Disposable Contact Lens Antitrust Litigation, MDL No. 1030 (M.D. Fla.). Mr. Burke was one of the original lawyers in the Wholesale Elec. Antitrust cases in California, which settled for over $1 billion.
Further, Mr. Burke was trial counsel in Ross v. Bank of America N.A., No. 05-cv-7116, MDL No. 1409 (S.D.N.Y.) and Ross v. American Express Co., No. 04-cv-5723, MDL No. 1409 (S.D.N.Y.). He was also co-lead counsel for indirect purchasers in In re Korean Air Lines Co., Ltd. Antitrust Litigation, MDL No. 1891 (C.D. Cal.) ($86 million settlement), and In re Prudential Ins. Co. of America SGLI/VGLI Contract Litigation, No. 11-md-2208 (D. Mass.) ($40 million settlement). Mr. Burke also organized and filed the first of the In re Credit Default Swap Antitrust Litigation, 13-md-2476 (S.D.N.Y.), matters.
Mr. Burke frequently lectures at professional conferences and CLEs on competition matters, including litigation surrounding financial benchmarks, class-barring arbitration clauses, the effects of Twombly in 12(b)(6) motions, and the increasing use of experts at class certification and trial. In 2014, he was recognized for his exemplary work in the Dahl v. Bain Capital Partners matter by the American Antitrust Institute and has regularly been designated as a Super Lawyer by Thomson Reuters.
Mr. Burke is a graduate of The Ohio State University (B.A. 1984), William & Mary (M.A. 1988), and the University of Wisconsin (M.A. 1989; J.D. 1993; Ph.D. 1996). He has also served as an Assistant Attorney General at the Wisconsin Department of Justice and has lectured on law-related topics, including constitutional law, law and politics, and civil rights at the State University of New York at Buffalo and at the University of Wisconsin. Mr. Burke’s book, The Appearance of Equality: Racial Gerrymandering, Redistricting, and the Supreme Court (Greenwood, 1999), examines conflicts over voting rights and political representation within the competing rhetoric of communitarian and liberal strategies of justification.
Mr. Burke is admitted to practice by the Supreme Courts of the States of California, New York, and Wisconsin, and numerous United States District Courts and Courts of Appeal.
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WALTER W. NOSS serves as the managing partner for Scott+Scott’s San Diego office. He practices complex federal litigation with an emphasis on prosecuting antitrust actions on both a class-wide and individual, opt-out basis.
Currently, Mr. Noss represents class plaintiffs in In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 1:13-cv-07789 (S.D.N.Y.), an action challenging collusion regarding foreign exchange rates, and Alaska Electrical Pension Fund v. Bank of America Corporation, No. 1:14-cv-07126 (S.D.N.Y.), an action challenging collusion regarding the setting of the ISDAfix benchmark interest rate.
Mr. Noss represented class plaintiffs in Dahl v. Bain Capital Partners LLC, No. 1:07-cv-12388 (D. Mass.), a case challenging collusion among private equity firms. In Dahl, Mr. Noss served as one of the primary litigation counsel prosecuting the case, including deposing key managing directors, drafting dispositive motions, and arguing in court in opposition to defendants’ summary judgment motions. The defendants in Dahl settled for $590.5 million.
Mr. Noss represented the indirect purchaser class plaintiffs in Mylan Pharmaceuticals, Inc. v. Warner Chilcott Public Limited Company, No. 2:12-cv-03824 (E.D. Pa.), a case challenging monopolistic conduct known as “product hopping” by the defendants. In Mylan, he was appointed sole lead counsel for the indirect class, and directed their prosecution and eventual settlement of the case for $8 million.
Mr. Noss also represents corporate opt-out clients in In re: Aluminum Warehousing Antitrust Litigation, MDL No. 2481 (S.D.N.Y.), a case challenging collusion regarding the spot metal price of physically-delivered aluminum. He has previously represented out-out clients in In re Rubber Chemicals Antitrust Litigation, MDL No. 1648 (N.D. Cal.); In re Polychloroprene Rubber (CR) Antitrust Litigation, MDL No. 1642 (D. Conn.); and In re Plastics Additives (No. II) Antitrust Litigation, MDL No. 1684 (E.D. Pa.), which were cases involving price-fixing by horizontal competitors in the synthetic rubber industry.
Mr. Noss has experience successfully litigating in federal civil jury trials. In April 2011, Mr. Noss served as lead trial counsel in Novak v. Gray, No. 8:09-cv-00880 (M.D. Fla.), winning a $4.1 million jury verdict for breach of oral contract and fraudulent inducement. In December 2009, Mr. Noss served as plaintiffs’ local counsel at trial in Lederman v. Popovich, No. 1:07-cv- 00845 (N.D. Ohio), resulting in a $1.8 million jury verdict for plaintiffs on claims of breach of fiduciary duties, conversion, and unjust enrichment. In January and February 2006, Mr. Noss assisted the trial team for In re Scrap Metal Antitrust Litigation, No. 1:02-cv-0844 (N.D. Ohio 2006), resulting in a $34.5 million class action plaintiffs’ verdict.
Mr. Noss graduated magna cum laude from the University of Toledo with a Bachelor of Arts in Economics in 1997 and with honors from The Ohio State University College of Law in 2000. He is a member of the California, New York, and Ohio Bars. Mr. Noss is also a member of the bars of the United States District Courts for the Northern, Central, and Southern Districts of California, the Southern District of New York, and the Northern and Southern Districts of Ohio, as well as the United States Court of Appeals for the Sixth, Ninth, and Eleventh Circuits. Prior
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to joining Scott+Scott in April 2004, he was an associate in the Cleveland, Ohio office of Jones Day.
KRISTEN M. ANDERSON is a partner in the firm’s New York office. Ms. Anderson’s practice focuses on complex and class action litigation with an emphasis on antitrust matters. Ms. Anderson is recognized as a Rising Star in the 2014-15, 2015-16, and 2016-17 editions of Super Lawyers.
A substantial portion of Ms. Anderson’s practice is devoted to antitrust cases within the financial services industry. Currently, Ms. Anderson represents plaintiff-investors in In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 13-cv-7789 (S.D.N.Y.), Axiom Investment Advisors, LLC, by and through its Trustee Gildor Management, LLC v. Deutsche Bank AG, No. 15-cv-9945 (S.D.N.Y.), and Axiom Investment Advisors, LLC, by and through its Trustee Gildor Management LLC v. Barclays Bank PLC, No. 15-cv-9323 (S.D.N.Y.), cases alleging misconduct in the foreign exchange market by many global financial institutions. Ms. Anderson represented pension funds and individual investors in Dahl v. Bain Capital Partners, LLC, No. 07-cv-12388 (D. Mass.) ($590.5 million settlement), an antitrust action alleging collusion in the buyouts of large publicly traded companies by private equity firms. Ms. Anderson also served on the trial team representing certified classes of cardholders in antitrust cases challenging class action- banning arbitration clauses in credit card agreements as restraints of trade in Ross v. Bank of America N.A., No. 05-cv-7116, MDL No. 1409 (S.D.N.Y.) and Ross v. American Express Co., No. 04-cv-5723, MDL No. 1409 (S.D.N.Y).
Ms. Anderson is an active member of the American Bar Association’s Antitrust Section. She currently serves as Vice Chair of the Antitrust Section’s Trial Practice Committee and is co- editor of the Committee’s newsletter, Trying Antitrust. She has been a Vice Chair of the Antitrust Section’s Books & Treatises Committee. She has also been a contributing author to the Antitrust Section’s Antitrust Discovery Handbook (2d ed.), Joint Venture Handbook (2d ed.), and the 2010 Annual Review of Antitrust Law Developments. In addition, Ms. Anderson served as an editor for Model Jury Instructions in Civil Antitrust Cases (2016 ed.). Ms. Anderson was a co- author of an article appearing in the Fall 2014 edition of Competition: Journal of the Antitrust and Unfair Competition Section of the State Bar of California, entitled The Misapplication of Associated General Contractors to Cartwright Act Claims, 23 COMPETITION: J. ANTI. & UNFAIR COMP. L. SEC. ST. B. CAL. 120 (2014).
Ms. Anderson is a graduate of St. Louis University (B.A. Philosophy, summa cum laude, 2003) and the University of California, Hastings College of the Law (J.D. 2006). During law school, Ms. Anderson served as an extern at the U.S. Department of Justice, Antitrust Division, in San Francisco. While at Hastings, Ms. Anderson also served as an extern to Justice Kathryn Mickle Werdegar of the Supreme Court of California and was the research assistant to Professor James R. McCall in the areas of antitrust and comparative antitrust law.
Ms. Anderson is admitted to practice in California, New York, and the District of Columbia.
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JOSEPH P. GUGLIELMO is a partner in the firm’s New York office and represents institutional and individual clients in securities, antitrust, and consumer litigation in federal and state courts throughout the United States and has achieved numerous successful outcomes.
Recently, Mr. Guglielmo, along with other attorneys at Scott+Scott, was recognized for his efforts representing New York University in obtaining a monumental temporary restraining order of over $200 million from a Bernard Madoff feeder fund. Specifically, New York State Supreme Court Justice Richard B. Lowe III stated, “Scott+Scott has demonstrated a remarkable grasp and handling of the extraordinarily complex matters in this case. The extremely professional and thorough means by which NYU’s counsel has litigated this matter has not been overlooked by this Court.”
Mr. Guglielmo serves in a leadership capacity in a number of complex antitrust, securities, and consumer actions, including: In Re: Disposable Contact Lens Antitrust Litigation, Case No. 3:15-md-2626 (M.D. Fla.), claims on behalf of a class of contact lens purchasers alleging violations of the antitrust laws, In re The Home Depot, Inc., Customer Data Security Breach Litigation, MDL No. 2583 (N.D. Ga.), claims involving data breach and the theft of the personal and financial information of 56 million credit and debit card holders, In re Target Corporation Customer Data Security Breach Litigation, MDL No. 2522 (D. Minn.), claims involving data breach and the theft of the personal and financial information of customers holding approximately 110 million credit and debit cards. In re Herbal Supplements Marketing and Sales Practices Litigation, MDL No. 2619 (N.D. Ill.), claims on behalf of a class of consumers alleging major retail-chain defendants misrepresented the ingredients in store-branded herbal supplements. Mr. Guglielmo is also actively involved in In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 1:13-cv-07789-LGS (S.D.N.Y), which involves claims on behalf of purchasers of foreign exchange instruments alleging violations of federal antitrust laws.
Mr. Guglielmo has achieved significant victories and obtained numerous settlements for his clients. He was one of the principals involved in the litigation and settlement of In re Managed Care Litigation, MDL No. 1334 (S.D. Fla.), which included settlements with Aetna, CIGNA, Prudential, Health Net, Humana, and WellPoint, providing monetary and injunctive benefits exceeding $1 billion. Additional cases Mr. Guglielmo played a leading role and obtained substantial recoveries for his clients include: Love v. Blue Cross and Blue Shield Ass’n, No. 03- cv-21296 (S.D. Fla.), which resulted in settlements of approximately $130 million and injunctive benefits valued in excess of $2 billion; In re Insurance Brokerage Antitrust Litigation, MDL No. 1897 (D.N.J.), settlements in excess of $180 million; In re Pre-Filled Propane Tank Marketing and Sales Practices Litigation, MDL No. 2086 (W.D. Mo.), consumer settlements in excess of $40 million; Bassman v. Union Pacific Corp., No. 97-cv-02819 (N.D. Tex.), $35.5 million securities class action settlement; Garcia v. Carrion, Case No. CV. 11-1801 (D. P.R.), substantial corporate governance reforms; Boilermakers National Annuity Trust Fund v. WaMu Mortgage Pass-Through Certificates, No. 09-cv-00037 (W.D. Wash.), $26 million securities class action settlement, Murr v. Capital One Bank (USA), N.A., No. 13-cv-1091 (E.D. Va.) $7.3 million settlement pending on behalf of class of consumers who were misled into accepting purportedly 0% interest offers, and Howerton v. Cargill, Inc., No. 13-cv-00336 (D. Haw.) $6.1 settlement obtained on behalf of class of consumers who purchased Truvia, purported to be deceptively marketed as “all-natural.”
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Mr. Guglielmo was the principle litigator and obtained a significant opinion from the Hawaii Supreme Court in Hawaii Medical Association v. Hawaii Medical Service Association, 113 Hawaii 77 (Haw. 2006), reversing the trial court’s dismissal and clarifying rights for consumers under the state’s unfair competition law.
Mr. Guglielmo lectures on electronic discovery and is a member of the Steering Committee of the Sedona Conference®, an organization devoted to providing guidance and information concerning issues such as discovery and production issues, as well as areas focusing on antitrust law, complex litigation, and intellectual property. Recently, Mr. Guglielmo was selected as a speaker for electronic discovery issues at the Sedona Conference as well as the Advanced eDiscovery Institute at Georgetown University Law Center. Mr. Guglielmo was also recognized for his achievements in litigation by his selection to The National Law Journal’s “Plaintiffs’ Hot List.” In 2016, Mr. Guglielmo was named by Super Lawyers as a top Antitrust lawyer in New York, New York.
Mr. Guglielmo graduated from the Catholic University of America (B.A., cum laude, 1992; J.D., 1995) and also received a Certificate of Public Policy.
Mr. Guglielmo is admitted to practice before numerous federal and state courts: the United States Supreme Court, the United States Court of Appeals for the First Circuit, Second Circuit, Third Circuit, Eighth Circuit and Ninth Circuit, the United States District Courts for the Southern and Eastern Districts of New York, District of Massachusetts, District of Connecticut, District of Colorado, Eastern District of Wisconsin, New York State, the District of Columbia, and the Commonwealth of Massachusetts. He is also a member of the following associations: District of Columbia Bar Association, New York State Bar Association, American Bar Association, and The Sedona Conference®. WILLIAM C. FREDERICKS holds a B.A. (with high honors) from Swarthmore College (Pa.), an M. Litt. in International Relations from Oxford University (England), and a J.D. from Columbia University Law School (N.Y.). At Columbia, Mr. Fredericks was also a three-time Harlan Fiske Stone Scholar, a Columbia University International Fellow, and the winner of the law school’s Beck Prize (property law), Toppan Prize (advanced constitutional law) and Greenbaum Prize (written advocacy). A three-judge panel chaired by the late Justice Antonin Scalia also awarded Mr. Fredericks the Thomas E. Dewey Prize for the best oral argument in the final round of Columbia’s Stone Moot Court Honor Competition.
After clerking for the Hon. Robert S. Gawthrop III (E.D. Pa.) in Philadelphia, Mr. Fredericks spent seven years practicing securities and complex commercial litigation at Simpson Thacher & Bartlett LLP and Willkie Farr & Gallagher LLP in New York before moving to the plaintiffs’ side of the bar in 1996. Since 1996, Mr. Fredericks has represented investors as a lead or co-lead plaintiff in dozens of securities class actions, including In re Wachovia Preferred Securities and Bond/Notes Litig. (S.D.N.Y.) (total settlements of $627 million, reflecting the largest recovery ever in a pure Securities Act case not involving any parallel government fraud claims); In re Rite Aid Securities Litig. (E.D. Pa.) (total settlements of $323 million, including the then-second largest securities fraud settlement ever against a Big Four accounting firm); In re Sears Roebuck & Co. Sec. Litig. (N.D. Ill.) ($215 million settlement, representing the then-largest §10(b) class action recovery in an action that did not involve either a financial restatement or parallel
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government fraud claims); In re State Street ERISA Litig. (S.D.N.Y.) (one of the largest ERISA class settlements to date); In re King Digital Sec. Enter. PLC S’holder Litig. (Super. Ct. San Fran. Cty.) ($18.5 million settlement pending, representing one of the largest state court §11 class action recoveries to date); and Irvine v. ImClone Systems, Inc. (S.D.N.Y.) ($75 million settlement). Mr. Fredericks also played a leading role on the team that obtained a rare 9-0 decision for securities fraud plaintiffs in the U.S. Supreme Court in Merck & Co., Inc. v. Reynolds (which later settled for $1.052 billion), and has also coauthored amicus briefs in various other Supreme Court cases (including Halliburton and Amgen) involving securities issues.
At Scott+Scott, Mr. Fredericks’ current cases include representing investors in several pending securities fraud actions, and in antitrust litigation against over a dozen leading banks based on their involvement in manipulating foreign exchange (“FX”) rates and spreads.
Mr. Fredericks has been recognized in the 2012-17 editions of “America’s Best Lawyers” in the field of commercial litigation, in “Who’s Who in American Law” (Marquis), and in the New York City “SuperLawyers” listings for securities litigation. He has been a frequent panelist on various securities litigation programs sponsored by the Practising Law Institute (PLI), and has lectured overseas on American class action litigation on behalf of the American Law Institute/American Bar Association (ALI/ABA). He is also a member of the New York City Bar Association (former chair, Committee on Military Affairs and Justice), the Federal Bar Council and the American Bar Association.
SYLVIA M. SOKOL is a New York- and London-based partner in the firm’s Antitrust and Competition Law Practice. She focuses on representing national and international clients in litigation involving domestic and international cartels. Ms. Sokol has substantial experience in all aspects of complex litigation, including the day-to-day management of cases. She also has substantial experience in counseling corporate clients, evaluating potential claims, and developing strategies to recoup losses stemming from anticompetitive conduct.
Ms. Sokol currently represents a nationwide class in price-fixing litigation regarding the $5.3 trillion-a-day foreign exchange market. She also represents a proposed nationwide class in an action involving ISDAfix, a financial benchmark that is tied to over $379 trillion of interest- rate swaps around the world. In addition, Ms. Sokol represents several large multinational corporations alleging that Goldman Sachs, JPMorgan, Glencore, and their warehouse affiliates conspired to restrict the supply of aluminum in London Metal Exchange-approved warehouses. And she represents several government entities in a national lawsuit alleging bid-rigging in the municipal derivatives market.
In addition, Ms. Sokol’s civil litigation experience has involved defending corporate clients charged with unlawful business practices and monopolizations. She has also represented clients in criminal and extradition matters.
Ms. Sokol was selected for the International Who’s Who of Competition Lawyers & Economists and for Competition - U.S. in 2016, 2017, and 2018. Honorees are selected based on comprehensive and independent survey responses received from general counsel and private
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practitioners around the world. She has been selected to be a Fellow in The Trial Lawyer Honorary Society of the Litigation Counsel of America, which is a trial lawyer honorary society composed of less than one-half of one percent of American lawyers. Lawyer Monthly magazine awarded her the Women in Law Award 2017. She was also named a “Super Lawyer” in 2014, 2015, 2016, 2017, and 2018 Super Lawyers New York Metro Edition, and was named a“Super Lawyer” in 2011-2012, Super Lawyers Northern California Edition.
She is a 1998 graduate of the New York University School of Law (cum laude), and completed her undergraduate studies at the University of British Columbia. After law school, Ms. Sokol was awarded the Soros Justice Fellowship to serve a year in the Capital Habeas Unit of the Federal Public Defender’s Office, where she represented clients condemned to death and developed training materials for members of the capital defense bar. She then served as a judicial law clerk to the Honorable Warren J. Ferguson, United States Court of Appeals for the Ninth Circuit, before spending several years working at Morrison & Foerster LLP.
Ms. Sokol is a member of the American Bar Association and is admitted to practice in New York, California, and the District of Columbia. She is also admitted to the Southern District of New York, the Northern, Southern, and Eastern Districts of California, as well as the United States Supreme Court.
She is bilingual in English and French, and holds French and United States citizenships.
PETER A. BARILE III is a partner in Scott+Scott’s competition practice. His focus is on complex antitrust and commodity litigation.
Mr. Barile has extensive experience representing clients on both sides of the docket in a variety of industries and contexts, from consumers and investors to institutions and corporations, whether as individual plaintiffs, class plaintiffs, opt-outs, or defendants in complex matters. Prior to joining the firm, he practiced both in New York and in Washington D.C., with major law firms renowned for their historically leading antitrust practices.
Mr. Barile devotes a substantial amount of his practice to federal antitrust and commodity class action litigation involving the financial services industry in the Southern District of New York. Mr. Barile is or has been involved in representing investor rights in major cases involving commodities and financial benchmarks, including: Aluminum, Cotton, Crude Oil, FX, Gold, ISDAfix, LIBOR, Silver, and Zinc.
He also has significant experience litigating high-tech antitrust cases in the Northern District of California, including In re Online DVD Antitrust Litigation; In re Lithium Ion Batteries Antitrust Litigation; and In re High Tech Employees Antitrust Litigation.
In addition to his work in federal district trial courts, Mr. Barile has considerable experience in other arenas, including the Judicial Panel on Multidistrict Litigation, federal Circuit Courts of Appeal, and the United States Supreme Court.
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Mr. Barile is active in the antitrust bar, having held a number of leadership posts in the ABA and other organizations. He serves on the Advisory Board of the Loyola Institute for Consumer Antitrust Studies. Mr. Barile has published numerous articles and served as a panelist or speaker on antitrust issues. His work has been cited by the Federal Trade Commission and the Antitrust Modernization Commission, as well as leading academics and practitioners.
Mr. Barile also has helped nonprofit advocacy groups be heard in matters of national importance as Friends of the Court in major cases before the United States Supreme Court. His work has included Leegin Creative Leather Products, Inc. v. PSKS, Inc., 551 U.S. 877 (2007), in which he served as lead counsel for amicus curiae Consumer Federation of America in a landmark antitrust case on resale price fixing, and Giles v. State of California, 554 U.S. 353 (2008), in which he served as lead counsel for amicus curiae Battered Women’s Justice Project, in a case concerning the scope of the Confrontation Clause of the United States Constitution.
Mr. Barile earned his law degree in 1999 from the University of Connecticut School of Law, magna cum laude, where he was an Editor of the Connecticut Law Review and Moot Court Champion. His bachelor’s degree is from the University of Connecticut.
Mr. Barile is a member of the bars of New York, Connecticut, and the District of Columbia. He is admitted to practice in the United States District Courts for the Southern District of New York, Eastern District of New York, District of Columbia, Northern District of Illinois, District of Connecticut; United States Courts of Appeal for the Second, Fourth, Sixth, Seventh, Ninth, Federal, and District of Columbia Circuits, and the Supreme Court of the United States. BELINDA HOLLWAY is the head of Scott+Scott’s office in London. She has over a decade of competition law experience, and specialises in competition damages litigation before the English High Court, Competition Appeal Tribunal and the Court of Appeal, particularly on behalf of multinational corporations in follow-on damages claims. She has extensive expertise in developing and coordinating multijurisdictional litigation strategies, both within Europe and beyond. She also represents investors in shareholder litigation.
Prior to joining Scott+Scott, Ms. Hollway spent nine years in the London office of Freshfields Bruckhaus Deringer LLP. She represented clients across a wide range of industries, acting in many of the leading English competition damages cases, such as Cooper Tire, relating to the synthetic rubber cartel, and National Grid v. ABB, relating to the cartel in gas insulated switchgear. She was the lead associate on the defence team in Enron v. EWS, which was the first follow-on damages claim ever to reach trial in the Competition Appeal Tribunal. Her wide experience on the defence side gives her a special insight into the issues that claimants must address and overcome in order to recoup losses stemming from breaches of competition law in Europe.
Ms. Hollway has also acted for numerous clients in competition law investigations, both internal investigations and those brought by the UK Office of Fair Trading (now the Competition and Markets Authority) and the European Commission. She has been involved in immunity applications, Commission cartel settlements, and contested cases. From this work, she has an in- depth understanding of the interaction between private and public enforcement in Europe and the ramifications that public enforcement has for the strategy and progression of damages claims.
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Ms. Hollway attended the Australian National University and graduated in 2001 with a First Class Honours degree in History and a First Class Honours Degree and University Medal in Law. She then spent a year as an Associate to Her Honour Justice Catherine Branson at the Federal Court of Australia and then worked for the competition and litigation teams of Allens Arthur Robinson in Sydney, prior to moving to the United Kingdom in 2006. She has a Master’s Degree in Competition Law from King’s College London.
She has published on competition law issues, including in relation to the EU Damages Directive and has been quoted in the press on competition law in Europe.
Ms. Hollway is admitted to practice in England and Wales and in New South Wales, Australia.
BETH A. KASWAN, during her tenure as an Assistant U.S. Attorney and subsequent promotions to Chief of the Commercial Litigation Unit and Deputy Chief of the Civil Division of the U.S. Attorney’s Office for the Southern District of New York, was appointed by the FDA as lead counsel in litigation to enjoin the manufacture of adulterated generic drugs in the landmark case United States v. Barr Laboratories, Inc., 812 F. Supp. 458 (D.N.J. 1993). Ms. Kaswan, who began her career as an accountant at the offices of Peat, Marwick, Mitchell & Co., and then worked as a civil trial attorney at the U.S. Department of Justice in Washington, D.C., is the recipient of several awards from the Justice Department and other agencies she represented, including the Justice Department’s John Marshall award, Special Commendation from the Attorney General, a Superior Performance award from the Executive Office of U.S. Attorneys and Tax Division Outstanding Achievement awards.
While at Scott+Scott, Ms. Kaswan served as lead counsel in Boilermakers National Annuity Trust Fund v. WaMu Mortgage Pass Through Certificates, No. 09-cv-00037 (W.D. Wa.), the WaMu RMBS Section 11 Securities Act case which settled after plaintiffs succeeded in defeating the defendants’ motion for summary judgment, only weeks before it was scheduled to proceed to a jury trial. Ms. Kaswan just completed the nine-week trial in In the Matter of the Application of The Bank of New York Mellon, Index No. 651786/2011 (N.Y. Supr. Ct.) in which she and other interveners challenged the proposed settlement between Bank of New York Mellon and Bank of America to resolve repurchase and servicing claims for 530 Countrywide trusts. She and others at Scott+Scott recently settled federal and state law claims against the Securitization Trustees for WaMu and Bear Stearns Trusts in Policemen’s Annuity and Benefit Fund of the City of Chicago v. Bank of America, N.A., No. 12-cv-2865 (S.D.N.Y.) and Oklahoma Police Pension and Retirement System v. U.S. Bank N.A., No. 11-cv-8066 (S.D.N.Y.), respectively. Ms. Kaswan brought a derivative suit on behalf of New York University against Ezra Merkin to freeze funds belonging to a feeder fund to Bernard Madoff. She also served as lead counsel to another shareholder derivative case, Carfagno v. Schnitzer, No. 08-CV-912-SAS (S.D.N.Y.), where she successfully negotiated a settlement on behalf of Centerline Holding Company and Centerline shareholders. Ms. Kaswan has served as lead counsel in Cornwell v. Credit Suisse Group, No. 08-cv-3758 (S.D.N.Y.) and In re Tetra Technologies, Inc. Securities Litigation, No. 08-cv-0965 (S.D. Tex.), among others.
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Ms. Kaswan is a member of the New York and Massachusetts bars. Ms. Kaswan has been practicing law for over 35 years and is a partner in the firm’s New York office.
JUDY SCOLNICK is a partner in the firm’s New York office. Ms. Scolnick is a graduate of New York University (B.A., cum laude 1972), Brandeis University (M.A. Political Science Theory, 1973), and Boston College Law School (J.D., 1976), where she served on the Boston College Industrial and Commercial Law Review. She has extensive experience in the fields of shareholder derivative law, particularly in the pharmaceutical industry, employment law and employment class actions, and securities class actions. She has contributed substantially to recent jurisprudence expanding shareholders’ rights to examine books and records of the corporations in which they hold stock. In Cain v. Merck & Co., Inc., 415 N.J. Super. 319 (N.J. Super. A.D. 2010), the New Jersey Appellate Division agreed with Ms. Scolnick and held in a precedential decision that the New Jersey Business Corporation Act allows shareholders to inspect the minutes of board of directors and executive committee meetings upon a showing of proper purpose. In King v. VeriFone Holdings, Inc., 12 A.3d 1140 (Del. Supr. 2011), the Delaware Supreme Court ruled in a ground-breaking decision that plaintiffs may, in certain circumstances, inspect a corporation’s books and records to bolster a shareholder derivative complaint even after they have filed a lawsuit.
She has served as lead counsel in many shareholder derivative actions and is currently lead counsel in North Miami General Employees Retirement Fund v. Parkinson, No. 10-cv-6514 (N.D. Ill.), a shareholder derivative case on behalf of pharmaceutical company, Baxter International, arising from the Board’s failure to comply with FDA orders to remediate a medical device known as the Colleague Pump. She is also lead counsel in Cottrell v. Duke, No. 12-4041 (W.D. Ark.), a shareholder derivative action brought on behalf of Wal-Mart arising from a widespread bribery and cover-up conspiracy conducted by Wal-Mart executives and Board members.
Ms. Scolnick has experience litigating shareholder derivative actions at both the trial and appellate level. She successfully argued the Baxter appeal where the Court of Appeals for the Seventh Circuit, reversing a trial court’s dismissal, held that a pension fund’s complaint on behalf of all shareholders passed the pre-suit demand futility threshold test under Delaware substantive law. Westmoreland County Employees’ Retirement System v. Parkinson, 727 F.3d 719 (7th Cir. 2013). Also in 2013, Ms. Scolnick obtained a landmark ruling in the Wal-Mart shareholder derivative litigation from the Court of Appeals for the Eighth Circuit. The Eighth Circuit reversed the district court’s stay of the federal action in favor of a related proceeding in Delaware Chancery Court, and held that a Colorado River stay is never appropriate where the federal complaint alleges valid, exclusive federal claims. Cottrell v. Duke, 737 F.3d 1238 (8th Cir. 2013).
Ms. Scolnick has also litigated a number of important employment discrimination class actions. These include U.S. v. City of New York, No. 07-cv-2067, 2011 WL 4639832 (E.D.N.Y. Oct. 5, 2011) (successfully representing a class of black applicants for entry-level firefighter jobs who were discriminated against by the City of New York), Hohider v. UPS, 243 F.R.D. 147 (W.D. Pa. 2007), reversed and remanded, 574 F.3d 169 (3d Cir. 2009), where although the Third Circuit reversed certification of a nationwide class of Americans with Disabilities Act protected
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UPS employees, Ms. Scolnick was able to negotiate with UPS changes to its return to work policy with regard to injured workers.
Ms. Scolnick began her career by serving as a law clerk to the late Honorable Anthony Julian of the United States District Court in Massachusetts. Thereafter, she served as a trial attorney in the Civil Division of the United States Department of Justice, where she was lead counsel in several high-profile employment discrimination lawsuits against various U.S. agencies around the country.
Ms. Scolnick has been selected for the past two years in Thompson Reuter’s “New York Super Lawyers.”
Ms. Scolnick is admitted to practice in New York, New Jersey, and Massachusetts.
DONALD A. BROGGI is a partner in the firm’s New York office. Mr. Broggi is a graduate of the University of Pittsburgh (B.A., 1990) and Duquesne University School of Law (J.D., 2000). He is engaged in the firm’s complex securities, antitrust, and consumer litigation, including: In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 13-cv-7789 (S.D.N.Y.), In re: Priceline.com Inc. Securities Litigation, No. 00-cv-1884 (D. Conn.), Irvine v. ImClone Systems, Inc., No. 02-cv-0109 (S.D.N.Y.), In re: Rubber Chemicals Antitrust Litigation, No. C04-01648 (N.D. Cal.), In re: Plastics Additives Antitrust Litigation, No. 03-cv-2038 (E.D. Pa.), and In re Washington Mutual Mortgage-Backed Securities Litigation, No. 09-cv-0037 (W.D. Wash.), among others.
Mr. Broggi also works with the firm’s institutional investor clients, including numerous public pension systems and Taft-Hartley funds throughout the United States to ensure their funds have proper safeguards in place to ensure against corporate malfeasance. Similarly, Mr. Broggi consults with institutional investors in the United States and Europe on issues relating to corporate fraud in the U.S. securities markets, as well as corporate governance issues and shareholder litigation. Mr. Broggi has lectured at institutional investor conferences throughout the United States on the value of shareholder activism as a necessary component of preventing corporate fraud abuses, including the Texas Association of Public Employee Retirement Systems, Georgia Association of Public Pension Trustees, Michigan Association of Public Retirement Systems, Illinois Public Pension Fund Association, and the Pennsylvania Association of County Controllers, among others.
Mr. Broggi is admitted to practice in New York and Pennsylvania.
DEBORAH CLARK-WEINTRAUB is a partner in the firm’s New York office. Ms. Weintraub graduated from St. John’s University, Queens, New York (B.A., summa cum laude, 1981; President’s Award in recognition of achieving highest GPA among graduates of St. John’s College of Liberal Arts and Science) and Hofstra Law School in Hempstead, New York (J.D., with distinction, 1986). While in law school, Ms. Weintraub was a member and research editor of the Hofstra Law Review. Following her graduation from Hofstra Law School, Ms. Weintraub served as a law clerk to the Honorable Jacob Mishler, United States District
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Judge for the Eastern District of New York (1986-1987). Ms. Weintraub is a member of the New York bar.
Ms. Weintraub has extensive experience in all types of class action litigation. Ms. Weintraub has served as lead counsel for investors in mortgage-backed securities (MBS) in litigation against MBS trustees for failure to pursue repurchase remedies with respect to mortgage loans in MBS trusts that breached representations and warranties. These matters include Policemen’s Annuity and Benefit Fund of the City of Chicago v. Bank of America, NA, 1:12-cv-2865 (S.D.N.Y.), which recovered $69 million for investors.
Ms. Weintraub is also currently representing investors in several ongoing securities class action cases including Weston v. RCS Capital Corporation, 1:14-cv-10136 (S.D.N.Y.); ECD Investor Group v. Credit Suisse International, 14-cv-8484 (S.D.N.Y.); and In re Conn’s, Inc. Sec. Litig., No. 4:14-cv-00548 (S.D. Tex.).
Ms. Weintraub has extensive securities class action experience and has acted as plaintiffs’ co- lead counsel in numerous cases that have obtained substantial recoveries for defrauded investors. Ms. Weintraub was one of the lead counsel in In re Oxford Health Plans, Inc. Securities Litigation, MDL No. 1222 (S.D.N.Y.), in which a cash settlement of $300 million was obtained on the eve of trial after more than five years of litigation. At the time, the $300 million cash recovery was one of the largest recoveries ever achieved in a securities class action. The Honorable Charles L. Brieant, Jr., who presided over this case described it as “perhaps the most heavily defended, ardently pursued defense of a similar case that I can recall.” Ms. Weintraub also served plaintiffs’ co-lead counsel in In re CVS Corporation Securities Litigation, No. 01- 11464 (D. Mass.), in which a cash settlement of $110 million was obtained for investors. Following the settlement in March 2006, CVS disclosed that the SEC had opened an inquiry into the manner in which CVS had accounted for a barter transaction, a subject of the class action suit, and that independent counsel to the firm’s audit committee had concluded in December 2005 that various aspects of the company’s accounting for the transaction were incorrect, leading to the resignations of the company’s controller and treasurer.
Ms. Weintraub is the co-author of “Gender Bias and the Treatment of Women as Advocates,” Women in Law (1998), and the “Dissenting Introduction” defending the merits of securities class action litigation contained in the 1994 monograph “Securities Class Actions: Abuses and Remedies,” published by the National Legal Center for the Public Interest. She is a member of the Association of the Bar of the City of New York.
DARYL F. SCOTT graduated in 1981 from Vanderbilt University with a Bachelor of Arts in Economics. He received his Juris Doctorate from Creighton University School of Law in 1984, and a Masters of Taxation from Georgetown University Law Center in 1986. Mr. Scott is a partner involved in complex securities litigation at Scott+Scott. In addition to his work with the firm, Mr. Scott has specialized in private foundation and ERISA law. He was also formerly an executive officer of a private equity firm that held a majority interest in a number of significant corporations. Mr. Scott is admitted to the Supreme Court of Virginia and a member of the Virginia Bar Association and the Connecticut Bar Association.
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DEIRDRE DEVANEY is a graduate of New York University (B.A., cum laude, 1990) and the University of Connecticut School of Law (J.D., with honors, 1998) where she was the managing editor of the Connecticut Journal of International Law. Ms. Devaney’s experience includes commercial and probate litigation, as well as trusts and estates. Currently, Ms. Devaney’s practice areas include commercial and securities litigation, including: In re Priceline.com, Inc. Securities Litigation, among others. Ms. Devaney is admitted to practice in Connecticut, New York, and the United States District Court for the District of Connecticut.
GEOFFREY M. JOHNSON is a partner in the firm’s Ohio office. Mr. Johnson’s practice focuses on commercial and class action trial work and appeals. His areas of concentration include complex securities litigation, ERISA class actions, and commercial and class action antitrust litigation.
Notably, Mr. Johnson serves as lead counsel in Pfeil v. State Street Bank and Trust Company, 2:09-cv-12229 (E.D. Mich.), a case of national significance in the area of employee retirement plans. In the case, Mr. Johnson represents a class of over 200,000 current and former General Motors employees who owned General Motors stock in GM’s two main retirement plans. Mr. Johnson successfully argued the case to the United States Court of Appeals for the Sixth Circuit, which issued an opinion that is now looked to nationally as one of the seminal cases in the area of ERISA fiduciary duties and employee rights. See Pfeil v. State Street Bank and Trust Company, 671 F.3d 585 (6th Cir. 2012).
Mr. Johnson has also served as lead or co-lead counsel in other major securities and ERISA cases, including: In re Royal Dutch/Shell ERISA Litigation, No. 04-1398 (D.N.J.), which settled for $90 million and is one of the three largest recoveries ever obtained in an ERISA class action case; In re Priceline Securities Litigation, 00-cv-1884 (D. Conn.), which settled for $80 million and is the largest class action securities settlement ever obtain in the State of Connecticut; and In re General Motors ERISA Litigation, 05-cv-71085 (E.D. Mich.), a case that settled for $37.5 million and ranks among the largest ERISA class settlements ever obtained.
Mr. Johnson has been active in the firm’s mortgage-backed securities litigation practice, serving as lead or co-lead counsel in mortgage-backed securities class action cases involving Washington Mutual (In re Washington Mutual Mortgage Backed Securities Litigation, 2:09-cv-00037 (W. D. Wash.)) and Countrywide Financial (Putnam Bank v. Countrywide Financial, Inc., No. 10-cv- 302 (C.D. Cal.)). Mr. Johnson also helped develop the theories that the firm’s pension fund clients have used to pursue class action cases against mortgage-backed security trustees. See Retirement Board of the Policemen’s Annuity & Benefit Fund of the City of Chicago v. Bank of New York Mellon (Case No. 11-cv-05459 (S.D.N.Y.)); Oklahoma Police Pension & Retirement System v. U.S. Bank NA (Case No. 11-cv-8066 (S.D.N.Y.)).
In addition, Mr. Johnson is active in the firm’s appellate practice group, where he has handled numerous class action appeals, including appeals in the United States Court of Appeals for the Second Circuit, Third Circuit, Fifth Circuit, Sixth Circuit, Seventh Circuit, and Eleventh Circuit.
Mr. Johnson is a graduate of Grinnell College (B.A., Political Science with Honors, 1996) and the University of Chicago Law School (J.D., with Honors, 1999), where he served on the law
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review. Prior to joining Scott+Scott, Mr. Johnson clerked for the Honorable Karen Nelson Moore, United States Court of Appeals for the Sixth Circuit.
AMANDA F. LAWRENCE is a partner in the firm’s Connecticut office. Ms. Lawrence is a graduate of Dartmouth College (B.A., cum laude, 1998) and Yale Law School (J.D., 2002). During law school, Ms. Lawrence worked for large firms in Washington, D.C., New York, and Cleveland. After graduating from Yale, she worked in-house at a tax lien securitization company and for several years at a large Hartford-based law firm.
At Scott+Scott, Ms. Lawrence is actively is engaged in the firm’s complex securities, corporate governance, consumer, and antitrust litigation. She has worked on several cases that have resulted in substantial settlements including: In re Aetna UCR Rates Litigation, MDL No. 2020 (D.N.J.) ($120 million settlement pending); Rubenstein v. Oilsands Quest Inc., No. 11-1288 (S.D.N.Y.) (securities settlement of $10.235 million); Boilermakers National Annuity Trust Fund v. WaMu Mortgage Pass-Through Certificates, No. 09-cv-00037 (W.D. Wash.) ($26 million securities class action settlement); and In re TETRA Technologies, Inc. Securities Litig., No. 4:07-cv-00965 (S.D. Tex.) ($8.25 million securities class action settlement).
Ms. Lawrence has taught Trial Practice at the University of Connecticut School of Law and is very actively involved in her community, particularly in recreational organizations and events. A five-time NCAA National Champion cyclist who raced throughout the United States, Europe, Bermuda, and Pakistan, Ms. Lawrence is now an avid endurance athlete. She has competed in dozens of marathons, including the New York Marathon and the Boston Marathon, and in 11 full-distance ironman competitions ‒ three of which were at the Ironman World Championships in Kona, Hawaii. She is licensed to practice in Connecticut and the Southern District of New York.
ERIN GREEN COMITE is a partner in the firm’s Connecticut office. Ms. Comite is a graduate of Dartmouth College (B.A., magna cum laude, 1994) and the University of Washington School of Law (J.D., 2002). Ms. Comite litigates complex class actions throughout the United States, representing the rights of shareholders, employees, consumers, and other individuals harmed by corporate misrepresentation and malfeasance. Since joining Scott+Scott in 2002, she has litigated such cases as In re Priceline.com Securities Litigation ($80 million settlement); Schnall v. Annuity and Life Re (Holdings) Ltd. ($27 million settlement); and In re Qwest Communications International, Inc. (settlement obtaining $25 million for the company and achieving corporate governance reforms aimed at ensuring board independence). Currently, she is one of the court-appointed lead counsel in In re Monsanto Company Genetically- Engineered Wheat Litigation, MDL No. 2473 (D. Kan.), and is prosecuting or has recently prosecuted actions against defendants such as Banco Popular, N.A.; Cargill, Inc.; The Estée Lauder Companies, Inc.; Ferrero USA, Inc.; L’Oreal USA, Inc.; Merisant Company; Merrill, Lynch, Pierce, Fenner & Smith, Inc.; NCO Financial Systems, Inc.; and Nestlé USA, Inc.
While Ms. Comite is experienced in all aspects of complex pre-trial litigation, she is particularly accomplished in achieving favorable results in discovery disputes. In Hohider v. United Parcel Service, Inc., Ms. Comite spearheaded a nearly year-long investigation into every facet of UPS’s preservation methods, requiring intensive, full-time efforts by a team of attorneys and paralegals
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well beyond that required in the normal course of pre-trial litigation. Ms. Comite assisted in devising the plan of investigation in weekly conference calls with the Special Master, coordinated the review of over 30,000 documents that uncovered a blatant trail of deception and prepared dozens of briefs to describe the spoliation and its ramifications on the case to the Special Master. In reaction to UPS’s flagrant discovery abuses brought to light through the investigation, the Court conditioned the parties’ settlement of the three individual ADA case on UPS adopting and implementing preservation practices that passed the approval of the Special Master.
Ms. Comite also is active in the firm’s appellate practice. Recent successes include achieving a Ninth Circuit reversal of a district court’s dismissal of consumers’ claims concerning Nestlé’s Juicy Juice Brain Development Beverage, which the plaintiffs alleged was deceptively marketed as having the ability to improve young children’s cognitive development with minute quantities of the Omega-3 fatty acid, DHA. Chavez v. Nestle USA, Inc., 511 F. App’x 606 (9th Cir. 2013).
Prior to entering law school, Ms. Comite served in the White House as Assistant to the Special Counsel to President Clinton. In that capacity, she handled matters related to the White House’s response to investigations, including four independent counsel investigations, a Justice Department task force investigation, two major oversight investigations by the House of Representatives and the Senate, and several other congressional oversight investigations.
Ms. Comite’s volunteer activities have included assisting immigrant women, as survivors of domestic violence, with temporary residency applications as well as counseling sexual assault survivors. Currently, Ms. Comite supports Connecticut Children’s Medical Center and March of Dimes/March for Babies.
Ms. Comite is licensed to practice in the State of Connecticut and is admitted to practice in the U.S. District Court for the District of Connecticut and the Southern District of New York and the U.S. Court of Appeals for the Second, Third, Ninth and Eleventh Circuits.
THOMAS LAUGHLIN is a partner in the firm’s New York office. Mr. Laughlin is a graduate of Yale University (B.A. History, cum laude, 2001) and New York University School of Law (J.D., cum laude, 2005). After graduating from law school, Mr. Laughlin clerked for the Honorable Irma E. Gonzalez, United States District Court Judge for the Southern District of California.
Mr. Laughlin’s practice focuses on securities class action, shareholder derivative, ERISA and other complex commercial litigation. While at Scott+Scott, Mr. Laughlin has worked on several cases that have achieved notable victories, including Cornwell v. Credit Suisse, No. 08-3758 (S.D.N.Y.) (securities settlement of $70 million), Rubenstein v. Oilsands Quest Inc., No. 11- 1288 (S.D.N.Y.) (securities settlement of $10.235 million) Plymouth County Contributory Ret. Sys. v. Hassan, No. 08-1022 (D.N.J.) (corporate governance reform); and Garcia v. Carrion, No. 09-1507 (D.P.R.) (corporate governance reform). Mr. Laughlin is a member of the New York bar and is admitted to practice in the Southern District of New York and the Eastern District of New York.
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Mr. Laughlin also has significant appellate experience, having represented clients in connection with several appellate victories, including Cottrell v. Duke, 737 F.3d 1238 (8th Cir. 2013); Westmoreland County Employee Retir. Sys. v. Parkinson, 727 F.3d 719 (7th Cir. 2013); Pfeil v. State Street Bank and Trust Co., 671 F.3d 585 (6th Cir. 2012); and King v. VeriFone Holdings, Inc., 12 A.3d 1140 (Del. Supr. 2011).
In 2014, Mr. Laughlin was co-chair of a 13-day bench trial in Bankers’ Bank Northeast v. Berry, Dunn, McNeil & Parker, LLC, No. 12-cv-00127 (D. Me.). Mr. Laughlin represented a consortium of 10 community banks asserting negligence and professional malpractice claims against the former officers and directors of a bank and its auditor in connection with an $18 million loan made to that bank in September 2008. Among other things, Mr. Laughlin conducted the cross-examination of all three witnesses from the defendant’s auditing firm and the direct examination of plaintiff’s auditing expert. The parties to the action succeeded in resolving the action after trial.
MAX SCHWARTZ is a partner based in New York. His main practice area is complex civil litigation, with an emphasis on financial products and services. He also counsels investment firms and institutional investors on strategies to enhance returns, or recoup losses, through a variety of legal actions.
Following the financial crisis, Mr. Schwartz served as lead counsel in several cases that set important precedents regarding mortgage-backed securities. He argued the first cases to find that securitization trustees must seek to have defective mortgages repurchased from MBS trusts. These efforts recently led to the recovery of $69 million for investors in Washington Mutual MBS and $6 million for investors in Bear Stearns MBS. Policemen’s Annuity and Benefit Fund of the City of Chicago v. Bank of America, NA, 1:12-cv-2865 (S.D.N.Y.); Oklahoma Police Pension and Retirement System v. U.S. Bank National Association, 1:11-cv-8066 (S.D.N.Y.).
Currently, Mr. Schwartz represents investment firms pursuing claims against MBS servicers. He also represents plaintiffs in a securities action against Nicholas Schorsch and RCS Capital Corp., among others. Weston v. RCS Capital Corp., 1:14-cv-10136 (S.D.N.Y.).
Mr. Schwartz has substantial experience in competition and antitrust matters as well. He was part of the team that secured a $590 million settlement stemming from allegations that several of the largest leveraged buyouts were subject to collusion. Dahl v. Bain Capital Partners, LLC, 1:07-cv-12388 (D. Mass.). In addition, Mr. Schwartz has advised clients in antitrust matters ranging from pharmaceuticals to precious metals and has advised companies seeking merger review before a number of regulatory agencies.
Super Lawyers named Mr. Schwartz a Rising Star. The Legal Aid Society also recognized him with a Pro Bono Service Award for work before the New York Court of Appeals.
Mr. Schwartz holds a B.A. from Columbia University (cum laude), and a J.D. from New York University School of Law.
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DAVID HOWE is a competition, EU and public lawyer, and Senior Counsel at Scott+Scott Europe. He trained at Freshfields Bruckhaus Deringer LLP and, after qualification, spent a further eight years in the competition and dispute resolution teams there.
David has acted for a range of multinational clients on the full spectrum of competition investigations (in both the UK and internationally) litigation and advice. He has conducted competition damages claims in the English High Court, Court of Appeal and Competition Appeal Tribunal, and also appeared in the European Court of Justice. He acted for Roche on its defence of litigation arising out of the Vitamins cartel (including in the Devenish litigation, which ruled on the availability of restitutionary and exemplary damages in follow-on claims) and, for EWS in its defence of claims brought by the administrators of Enron for damage following EWS’ abuse of dominance (the first follow-on damages action to go to trial in the Competition Appeal Tribunal). He has published several articles on competition law, including in relation to the new EU Damages Directive.
David also has significant wider expertise, including in bribery, public and regulatory law, and human rights matters. For instance, he was the lead associate co-ordinating a multi-jurisdictional regulatory and public law strategy for a major consumer products company, and has acted on a number of judicial reviews for a range of clients, including (as lead associate) on a significant judicial review of the lawfulness of domestic consumer products legislation, relying primarily on EU free movement and human rights grounds. In addition to “classic” human rights claims, David also has expertise in the evolving body of hard and soft law arising out of the UN “Ruggie Principles” on Business and Human Rights, having assisted a major technology company on a full Ruggie-compliant assessment of, and mitigation strategy for, a new project.
David attended Oxford University. He studied Law and French Law, was appointed a scholar, and graduated in 2003 with First Class Honours (being placed in the top 3% of his year), and a Diploma in French Law from the Universite Pantheon-Assas (Paris II). After a year completing professional qualifications, he returned to Oxford University to study the BCL (Oxford University’s LLM equivalent), graduating in 2005 with a Distinction and a university prize, and was subsequently short-listed for the All Souls Prize Fellowship. In the early years of his practice at Freshfields, David also completed an LLM in European Law at Kings College London.
DAVID H. GOLDBERGER is an associate in Scott+Scott’s San Diego office. Currently, Mr. Goldberger’s practice is focused on antitrust litigation, initial case investigations, and other special projects.
Representative actions include Kleen Products LLC v. Packaging Corporation of America, No. 10-cv-5711 (N.D. Ill.), an action challenging price-fixing in the containerboard industry, and In re Lithium Ion Batteries Antitrust Litig., No. 13-md-2420 (N.D. Cal.), an action challenging price-fixing of Li-Ion batteries. Mr. Goldberger has also worked on antitrust cases involving delayed generic drug entry, such as Mylan Pharmaceuticals Inc. v. Warner Chilcott Public Ltd. Co., No. 12-cv-3824 (E.D. Pa.) ($8 million settlement) and In re Prograf Antitrust Litig., No. 1:11-md-02242 (D. Mass.).
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Previously, Mr. Goldberger was active in Scott+Scott’s securities fraud and ERISA practice, including In re: Priceline.com Securities Litigation, 03-cv-1884 (D. Conn.) ($80 million settlement), Alaska Electrical Pension Fund v. Pharmacia Corporation, No. 03-1519 (D.N.J.) ($164 million settlement), and In re: General Motors ERISA Litigation, No. 05-71085 (E.D. Mich.) (resulting in significant enhancements to retirement plan administration in addition to $37.5 million settlement for plan participants).
Mr. Goldberger was also a member of Scott+Scott’s institutional investor relations staff, providing the Firm’s many institutional clients with assistance in various matters pertaining to their involvement in complex civil litigations.
Mr. Goldberger is also a frequent contributing author to Market+Litigation, Scott+Scott’s monthly client newsletter.
Mr. Goldberger graduated from the University of Colorado (B.A., 1999) and California Western School of Law (J.D., 2002). Mr. Goldberger is admitted to practice by the Supreme Court of the State of California and in all California United States District Courts.
A San Diego native, Mr. Goldberger was a founding member of the Torrey Pines High School “Friends of the Library” and coaches youth sports in his spare time.
JULIE A. KEARNS has been litigating complex class action cases, focusing primarily on violations of federal antitrust and securities laws, since 2006. She also has experience handling civil matters in California state court, and is located in Scott+Scott’s San Diego office. Ms. Kearns has been recognized as a Rising Star in the 2015, 2016, 2017, and 2018 editions of Super Lawyers. She was also honored by the San Diego Business Journal as Best of the Bar in 2015.
At Scott+Scott, Ms. Kearns presently devotes much of her time representing investors in cases involving the manipulation of financial benchmarks by numerous major banks, including In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 13-cv-7789 (S.D.N.Y) and Alaska Elec. Pension Fund v. Bank of America Corp., No. 14-cv-7126 (S.D.N.Y).
A native Southern Californian, Ms. Kearns earned her Bachelor of Arts degree from the University of California, Santa Barbara, in 2003, with a double major in Political Science and Law & Society. She graduated cum laude from Thomas Jefferson School of Law in 2006. During law school, Ms. Kearns served as Executive Board Co-Chair of the Moot Court Society, and participated in multiple competitions across the country. She also served as judicial intern to the Honorable Judge William S. Cannon, who oversaw civil matters in the Superior Court of California, County of San Diego. She completed internships at various public defender entities at both the state and federal levels, and drafted sponsorship agreements and similar documents as legal intern for the local minor league ice hockey team, the San Diego Gulls.
As an avid animal lover and supporter of animal rights, Ms. Kearns has served as pro bono volunteer attorney in association with the non-profit association Expand Animal Rights Now (“EARN”) since 2016. She is a long-time supporter of the San Diego Humane Society, the San Diego Zoological Society, the ASPCA, and other similar organizations. Ms. Kearns has also
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made presentations to middle and high school students around San Diego County as part of the annual, non-partisan Constitution Day event organized by the San Diego ACLU.
Ms. Kearns is licensed to practice law in the state of California, and is admitted to the U.S. District Court for the Southern, Central, and Northern Districts of California, the District of Colorado, and the U.S. Court of Appeals for the Fifth Circuit.
CIAN MANSFIELD is a senior associate in Scott+Scott Europe LLP’s London office. He specialises in competition damages litigation before the English High Court, Competition Appeal Tribunal, and the Court of Appeal.
Cian is currently acting as lead associate for a large number of retailers in their claims in the English High Court against Visa and MasterCard in relation to anti-competitive interchange fees; and as lead associate on behalf of a number of potential claimants in follow-on damage actions arising from the Trucks cartel.
Prior to joining Scott+Scott Europe LLP, Cian spent over six years in the London office of Freshfields Bruckhaus Deringer LLP. During his time at Freshfields, Cian worked on a number of competition damages claims arising from European Commission infringement decisions in relation to a number of cartels, including in the energy and industrial sectors. He also acted in a number of investigations, both internal investigations and those brought by international regulators (including the European Commission and the Competition and Markets Authority), and on pieces of general commercial litigation.
Cian also has extensive pro bono experience. He currently acts as an advocate on behalf of failed and pending asylum seekers at the Asylum Support Tribunal as a member of the charity, the Asylum Support Appeals Project. While at Freshfields, Cian worked on UK Supreme Court interventions for the Office of the Children’s Commissioner and the Open Society Justice Initiative.
Cian attended University College Dublin, Ireland and graduated in 2007 with a Bachelors of Civil Law (European Legal Studies) (First Class Honours). As part of his degree he spent a year studying at the University of Lausanne in Switzerland. Cian has an LL.M from the University of Cambridge and a Postgraduate Diploma in EU Competition Law from King’s College London.
Following his LL.M, Cian completed a five-month stage (internship) at the Legal Service of the European Commission in Brussels.
Cian is admitted to practice in England & Wales and the Republic of Ireland.
THOMAS K. BOARDMAN is an associate in the Scott+Scott’s New York office, focusing on antitrust litigation. At his prior firm, Mr. Boardman was a member of the trial team in In re TFT- LCD (Flat Panel) Antitrust Litigation. For his work on that case, Mr. Boardman was nominated by Consumer Attorneys of California as a finalist for Consumer Attorney of the Year. Mr. Boardman was also an instrumental part of the lead counsel team in In re Potash Antitrust Litigation (II), a case that featured a unanimous victory before an en banc panel of the Seventh
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Circuit, resulting in one of the most influential antitrust appellate opinions in recent memory. The case ended in $90 million in settlements.
At Scott+Scott, Mr. Boardman represents plaintiff-investors in In re Foreign Exchange Benchmark Rates Antitrust Litigation and represents opt-out plaintiffs in Mag Instrument Inc v. The Goldman Sachs Group Inc. Mr. Boardman also represents indirect purchaser plaintiffs in In re Lithium Ion Batteries Antitrust Litigation.
Mr. Boardman received his Bachelor of Arts degree from Vassar College in 2004, majoring in Political Science and Film Studies. He received his Juris Doctorate from the University of California, Hastings College of the Law in 2009. While at Hastings, Mr. Boardman was a member of the Hastings Science and Technology Law Journal and worked as a research assistant to professors Geoffrey C. Hazard, Jr. and Rory K. Little. Mr. Boardman is a member of the following Bars: California, New York, Ninth Circuit Court of Appeals, Central District of California, Northern District of California, and Southern District of California. He is also a member of the following professional associations: ABA Antitrust Section – Model Jury Instruction Revision Task Force, ABA Antitrust Section – Young Lawyers Division – Litigation Committee, ABA Antitrust Section – Young Lawyers Division – Civil Practice and Procedure Committee, New York State Bar Association – Antitrust Section, Bar Association of San Francisco, and Public Justice Foundation.
Mr. Boardman has co-authored the following articles: “Reverse Engineering Your Antitrust Case: Plan for Trial Even Before You File Your Case,” Antitrust Magazine, Spring 2014, Vol. 28, No. 2, with Bruce L. Simon; and “Class Action for Health Professionals,” chapter from Advocacy Strategies for Health and Mental Health Professionals, Springer Publishing Co., 2011, with Bruce L. Simon, Stuart L. Lustig, Editor.
Prior to joining Scott+Scott, Mr. Boardman worked at Pearson, Simon & Warshaw, LLP in San Francisco and served as a judicial law clerk to the Hon. Christina Reiss in United States District Court, District of Vermont.
Mr. Boardman enjoys running and regularly does so for charity. He has run several races to fundraise for various causes, including the New York City Marathon (National Multiple Sclerosis Foundation) and the Boston Marathon (Cystic Fibrosis Foundation).
PATRICK McGAHAN is an associate in Scott+Scott’s London office. He specialises in competition damages litigation before the English High Court, Competition Appeal Tribunal and the Court of Appeal. Mr. McGahan works closely with other members of the firm’s Antitrust and Competition Practice in counseling corporate and institutional clients, evaluating potential claims and developing strategies to recover losses caused by anticompetitive conduct. He has also acted for clients in a variety of arbitrations (both investment treaty and commercial) and pieces of general commercial litigation.
Mr. McGahan is presently representing numerous clients who may have European claims arising from the manipulation of the foreign exchange market. He is also acting for various national and
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multinational retailers in relation to competition damages claims arising from Visa and MasterCard’s card payment schemes.
Prior to joining Scott+Scott, Mr. McGahan spent four years in the London office of Freshfields Bruckhaus Deringer LLP. During this time he acted in many of the leading English competition damages cases, including National Grid Electricity Transmission Plc v ABB Ltd. He also acted for numerous clients in competition law investigations, both internal investigations and those brought by the Competition and Markets Authority, the European Commission, and other regulators.
Mr. McGahan attended the University of Queensland and graduated in 2010 with a Bachelor of Laws (First Class Honours) and a Bachelor of Arts (Economics/Political Science). He then spent a year as the Associate to His Honour Justice Andrew Greenwood at the Federal Court of Australia. Mr. McGahan has a Postgraduate Diploma in Competition Law from King’s College London.
Mr. McGahan is admitted to practice in England and Wales and in Queensland, Australia.
JOHN JASNOCH’s practice areas include securities and antitrust class actions, shareholder derivative actions, and other complex litigation. Mr. Jasnoch represented plaintiffs in In re Washington Mutual Mortgage-Backed Securities Litigation, Case No. 2:09-cv-00037 (W.D. Washington), a case that was litigated through summary judgment and settled on the eve of trial for $26 million. Mr. Jasnoch was also one of the lead attorneys that secured a $7.68 million settlement in In re Pacific Biosciences Securities Litigation, Case No. CIV509210 (San Mateo County, California). Other cases Mr. Jasnoch has worked on that have achieved notable results include: West Palm Beach Police Pension Fund v. Cardionet, Inc., Case No. 37-2010- 00086836-CU-SL-CTL (San Diego County, California) ($7.25 million settlement), Hodges v. Akeena Solar, 09-cv-2147 (N.D. Cal.) ($4.77 million settlement), Plymouth County Contributory Ret. Sys. v. Hassan, No. 08-1022 (D.N.J.) (corporate governance reform), and In re HQ Sustainable Maritime Industries, Inc., Derivative Litigation, Case No. 11-2-16742-9 (King County, Washington) ($2.75 million settlement).
Mr. Jasnoch is also involved in the firm’s healthcare practice group, currently representing institutional investors in In re DaVita Healthcare Partners, Inc. Derivative Litigation, Case No. 12-cv-2074 (D. Co.) and City of Omaha Police and Fire Pension Fund v. LHC Group, Case No. 12-cv-1609 (W.D. La.).
As an active member of the Consumer Attorneys of California, Mr. Jasnoch has prepared and submitted successful amicus curie briefs to the Ninth Circuit Court of Appeals, including on California’s Anti-SLAPP law and consumer protection issues.
Mr. Jasnoch graduated cum laude from Creighton University with a Bachelor of Arts in Political Science in 2007. He received his Juris Doctorate from The University of Nebraska College of Law in 2011 and is a member of the California Bar.
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MICHAEL G. BURNETT is a graduate of Creighton University (B.A., 1981) and Creighton University School of Law (J.D., 1984). Mr. Burnett practices complex securities litigation at the firm where he consults with the firm’s institutional clients on corporate fraud in the securities markets as well as corporate governance issues. In addition to his work with the firm, Mr. Burnett has specialized in intellectual property and related law. Mr. Burnett is admitted to the Nebraska Supreme Court and United States District Court, District of Nebraska. He is a member of the Nebraska Bar Association.
J. ALEX VARGAS serves as Scott+Scott’s Director of Investigations. He has devoted over a decade of his career investigating claims on behalf of institutional investors and other stakeholders. At Scott+Scott, Mr. Vargas conducts and oversees investigations across all practice groups. Prior to joining the firm, Mr. Vargas was involved in several high-profile securities fraud cases, including one where he served as the principal investigator in connection with a 14-year litigation, resulting in the largest securities fraud settlement following a trial; a record $1.575 billion recovery in Jaffe v. Household Int’l, Inc., No. 02-C-05893 (N.D. Ill.).
Representative securities fraud matters include: Ret. Bd. of the Policemen’s Annuity and Benefit Fund of Chicago v. FXCM Inc., 1:15-cv-03599-KMW (S.D.N.Y.); Union Asset Management Holding AG v. SanDisk LLC, 3:15-cv-01455-VC (N.D. Cal.); In re LendingClub Corp. Shareholder Litig., Case No. CIV537300 (Cal. Super. Ct., San Mateo County); In re MobileIron, Inc. S’holder Litig., 1-15-cv-284001 (Cal. Super. Ct., Santa Clara County); In re Endochoice Holdings, Inc. Sec. Litig., C.A. No. 2016 cv 277772 (Ga. Super. Ct. Fulton County); and Rubenstein v. Oilsands Quest Inc., No. 11-cv-288 (S.D.N.Y.) (settlement of $10.235 million).
Representative consumer class actions include In re Pacific Coast Oil Trust Sec. Lit., BC550418 (Cal. Sup. Ct., Los Angeles County); Greater Chautauqua Federal Credit Union v. Kmart Corp., No. 15-cv-2228 (N.D. Ill.); WinSouth Credit Union v. MAPCO Express, Inc., No. 14-cv-1573 (M.D. Tenn.); Selco Community Credit Union v. Noodles & Co., C.A. No. 1:16-cv-2247 (D. Colo.); Le v. Kohl’s Corp., C.A. No. 15-1171 (E.D. Wisc.); and First Choice Fed. Credit Union v. The Wendy’s Co., 2:16-cv-00506 (W.D. Pa.).
Mr. Vargas graduated from the University of San Diego (B.A., 1997) and the University of San Diego School of Law (J.D., 2004). He is admitted to practice in New York, California, and the District of Columbia.
ANDREA FARAH is an associate in the firm’s New York office and represents institutional and individual clients in federal and state courts throughout the United States. Ms. Farah’s practice focuses on securities, consumer, antitrust, and other complex commercial litigation.
While at Scott+Scott, Ms. Farah has worked on several cases that have achieved notable victories, including, In re Nutella Mktg. & Sales Practices Litig., No. 11-cv-01086 (D.N.J.) ($2.5 million settlement); Howerton v. Cargill, Inc., No. 13-cv-00336 (D. Haw.) ($6.1 settlement); Murr v. Capital One Bank (USA), N.A., No. 13-cv-1091 (E.D. Va.) ($7.3 million settlement); In re Monsanto Company Genetically-Engineered Wheat Litigation, MDL No. 2473 (D. Kan.) ($2.4 settlement); Morrow v. Ann, Inc., No. 16-cv-3340 (S.D.N.Y.) (allegations of deceptive pricing with respect to consumer merchandise); Aguiar v. Merisant
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Company, No. 2:14-cv-00670-RGK-AGR (C.D. Cal.) ($1.65 million settlement); and Winsouth Credit Union v. Mapco Express Inc., Case No. 3:14-cv-1573 (M.D. Tenn.) (settlement reimbursing 100% of class members’ damages).
In addition, Ms. Farah has also worked on notable securities cases, including In re FireEye, Inc. Sec. Litig., Case No. 1:14-CV-266866 (Santa Clara Super. Ct.) ($10.25 million settlement); Birmingham Ret. and Relief Sys. v. S.A.C. Capital Advisors, L.P, No. 13 Civ. 2459 (S.D.N.Y.) ($10 million settlement); and Police And Fire Retirement System of the City of Detroit v. Epocrates, No. 13-cv-00945-VC (N.D. Cal.) ($5.1 million settlement).
Ms. Farah also has experience in representing individual investors before the Financial Industry Regulatory Authority (FINRA).
Ms. Farah is a graduate of the Quinnipiac University School of Law (J.D., cum laude, 2013) and the School of Business (M.B.A, 2013). Ms. Farah graduated summa cum laude from the University of North Florida with a Bachelor of Arts in Psychology in 2009.
Ms. Farah is licensed to practice in the State of New York and the State of Connecticut and is admitted to practice in the U.S. District Court for the Southern District of New York and the Eastern District of Wisconsin.
Ms. Farah is bilingual in English and Slovak and maintains a personal pro bono practice, representing refugees and asylees.
STEPHANIE HACKETT is an associate in Scott+Scott’s San Diego office. She primarily practices in the area of antitrust litigation on behalf of classes and individual plaintiffs.
Ms. Hackett has represented class plaintiffs in Dahl v. Bain Capital Partners, LLC, No. 1:07-cv- 12388 (D. Mass.) ($590.5 million settlement) and Mylan Pharmaceuticals, Inc. v. Warner Chilcott Public Ltd. Co., No. 12-3824 (E.D. Pa.) ($8 million settlement). She represented corporate opt-out clients in In re Polychloroprene Rubber (CR) Antitrust Litigation, MDL No. 1642 (D. Conn.); and In re Plastics Additives (No. II) Antitrust Litigation, MDL No. 1684 (E.D. Pa.).
Ms. Hackett’s current cases include representing class plaintiffs in In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 1:13-cv-07789 (S.D.N.Y.), an action challenging collusion regarding foreign exchange rates, and Alaska Electrical Pension Fund v. Bank of America Corporation, No. 1:14-cv-07126 (S.D.N.Y.), an action challenging collusion regarding the setting of the ISDAfix benchmark interest rate. Ms. Hackett also represents corporate opt-out clients in In re: Aluminum Warehousing Antitrust Litigation, MDL No. 2481 (S.D.N.Y.), a case challenging collusion regarding the spot metal price of physically-delivered aluminum. As a part of her pro bono work, Ms. Hackett has worked with the San Diego Volunteer Lawyer Program, providing assistance to immigrant victims of domestic violence, and the ABA Immigration Justice Project, where she obtained a grant of asylum on behalf of her client.
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Ms. Hackett is an active member of the American Bar Association’s Antitrust Section and the San Diego La Raza Lawyers Association. She is also a contributing author to Market+Litigation, Scott+Scott’s monthly newsletter.
Ms. Hackett is a graduate of the University of Iowa (B.S. Political Science, International Business Certificate, 2001) and of the University of Iowa College of Law (J.D., with distinction, 2005), where she was a recipient of the Willard L. Boyd Public Service Distinction award. While obtaining her law degree, Ms. Hackett worked as a judicial extern for the Honorable Celeste F. Bremer, United States District Court for the Southern District of Iowa. Ms. Hackett is admitted to practice in California.
In addition to her legal education, Ms. Hackett has engaged in accounting study and passed all four parts of the CPA exam. This background has proved particularly useful in cases involving the financial services industry.
HAL CUNNINGHAM is a graduate of Murray State (B.S. Biological Chemistry) and the University of San Diego School of Law. Prior to joining Scott+Scott, Mr. Cunningham was engaged in research and development in the chemical and pharmaceutical industries.
Mr. Cunningham’s practice focuses on securities class action, shareholder derivative, and consumer litigation. While at Scott+Scott, Mr. Cunningham has worked on several cases that have achieved notable results, including In re Washington Mutual Mortgage Backed Securities Litigation, No. C09-0037 (W.D. Wash.) (securities settlement of $26 million). Mr. Cunningham is also involved in the Firm’s securities lead plaintiff motion practice, having briefed several successful lead plaintiff applications for the firm’s institutional and individual clients.
Mr. Cunningham is a regular contributor to and editor of Scott+Scott’s monthly newsletter, MARKET+LITIGATION.
Mr. Cunningham is admitted to practice in California.
YIFAN (“KATE”) LV is an associate in Scott+Scott’s San Diego office. Her practice focuses on prosecuting antitrust actions with an emphasis on intercultural cartels.
Ms. Lv represents plaintiffs in In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 13-cv-7789 (S.D.N.Y), challenging foreign-exchange market manipulation by many global financial institutions. Ms. Lv also represents and advises the Firm’s Asian clients.
Ms. Lv graduated from Tianjin University of Commerce, Tianjin, China, with a Dual Bachelors in Law and Economics in 2008, from Peoples University of China, Beijing, China with a Master in Law in June 2010, and from William & Mary School of Law in 2014.
Ms. Lv is bilingual, speaking fluent Chinese and English.
Ms. Lv is a member of the California, New York, and China Bars.
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MICHELLE CONSTON is an associate at Scott+Scott’s New York office, focusing on antitrust litigation.
Prior to joining Scott+Scott, Ms. Conston represented institutional investors, hedge funds, and individual investors in complex class action litigation arising under the Commodity Exchange Act, Sherman Act, RICO Act, and common law. She was heavily involved in litigating actions alleging the manipulation of the London Interbank Offered Rate (“LIBOR”) for several currencies by large financial institutions (e.g., Laydon v. Mizuho Bank, Ltd., No. 12-cv-3419 (S.D.N.Y.) and Sullivan v. Barclays plc, No. 13-cv-00281 (S.D.N.Y.)), as well as an action alleging manipulation of the daily London Silver Fixing by the Fixing Banks and several other financial institutions (In re London Silver Fixing, Ltd., Antitrust Litigation, No. 14-md-02573 (S.D.N.Y.)).
At Scott+Scott, Ms. Conston presently devotes much of her time representing investors in cases involving the manipulation of financial benchmarks by numerous major banks, including In re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 13-cv-7789 (S.D.N.Y) and Alaska Elec. Pension Fund v. Bank of America Corp., No. 14-cv-7126 (S.D.N.Y).
Ms. Conston is a graduate of Marist College (B.A., magna cum laude, 2010) and the University of Miami School of Law (J.D., magna cum laude, 2013). During law school, Ms. Conston served as a judicial intern for the Honorable Stephen T. Brown, the Chief Magistrate Judge of the United States District Court for the Southern District of Florida. Ms. Conston also served as a certified legal intern for the United States Attorney’s Office for the Southern District of Florida.
Ms. Conston is licensed to practice law in New York, New Jersey, and Florida (inactive), and is admitted to the U.S. District Court for the Southern District of New York.
SCOTT JACOBSEN is an associate in Scott+Scott’s New York office. Mr. Jacobsen practices in the areas of shareholder derivative actions, securities class action litigation, and other complex litigation.
While at Scott+Scott, Mr. Jacobsen has primarily focused on securities and derivative litigation, including investigation of corporate books and records to evaluate potential claims on behalf of shareholders. Cases include International Union of Operating Engineers Local No. 478 Pension Fund v. McInerney, C.A. No. 11901-VCN (Del. Ch. Jan 13, 2016) (derivatively on behalf of Genworth Financial Inc.); Carlson v. Dipp, No. 1:15-cv-14032 (D. Mass. Dec. 7, 2015) (securities class action); Fernicola v. Hugin, C.A. No. 11748-VCMR (Del. Ch. Nov. 24, 2015) (derivatively on behalf of Celgene Corp.); Feldman v. Kulas, C.A. No. 11614-VCG (Del. Ch. Oct. 15, 2015) (derivatively on behalf of Santander Consumer USA Holdings Inc.); Fortunato v. Akebia Therapeutics, Inc., No. 1:15-cv-13501 (D. Mass. Oct. 5, 2015) (securities class action). Mr. Jacobsen graduated from The George Washington University (B.A. English, magna cum laude; M.A., English) and William & Mary Law School (J.D. 2014). During law school, Mr. Jacobsen externed at the American Civil Liberties Union of Virginia and served as a staff member for the William & Mary Bill of Rights Journal.
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Mr. Jacobsen is a member of the following professional associations: ABA Business Section and ABA Young Lawyers Division. Mr. Jacobsen is also a regular contributor to Scott+Scott’s monthly newsletter. He is admitted to practice in New Jersey, New York, and the United States District Court for the Southern District of New York.
RHIANA SWARTZ is an associate in the firm’s New York office. Ms. Swartz graduated magna cum laude from Brooklyn Law School in 2006, and received her B.A. from Swarthmore College in 2000. After graduating from law school, Ms. Swartz clerked for the Honorable Joan M. Azrack in the Eastern District of New York.
Ms. Swartz’s practice focuses on securities class actions and shareholder derivative actions.
Prior to joining Scott+Scott, Ms. Swartz was Senior Counsel in the Special Federal Litigation Division of the New York City Law Department, Office of Corporation Counsel, where she handled federal cases brought under 42 U.S.C. §1983 from initial receipt of complaint through trial verdict. Ms. Swartz settled more than 80 cases and conducted four federal trials. Ms. Swartz also spent more than four years as an Associate at Sullivan & Cromwell LLP in New York, representing major financial institutions in civil and regulatory matters involving securities, antitrust, corporate governance, and employment law issues.
Ms. Swartz is a member of the New York bar and is admitted to practice in the Southern District of New York, Eastern District of New York, and Second Circuit.
SEAN T. MASSON is an associate in Scott+Scott’s New York office. Mr. Masson’s practice focuses on securities class action, shareholder derivative, and other complex commercial litigation. Super Lawyers has named Mr. Masson a Rising Star for three consecutive years (2015-2017) for his work as a securities class action litigator.
Prior to entering the private sector, Mr. Masson served as an Assistant District Attorney in the Manhattan District Attorney’s Office. While there, Mr. Masson successfully argued over 40 appeals in state and federal courts and gained extensive experience with large-scale government and regulatory investigations. Notable cases include: People v. McKelvey (upheld 75-year sentence for serial rapist preying on homeless women); People v. Doyle (affirming conviction for notorious fine art thief); and People v. Wong (affirming conviction of driving school instructor involved in hit and run of a child).
Mr. Masson graduated from Queens College (summa cum laude) and Hofstra University School of Law (cum laude). During law school, Mr. Masson served as the Senior Notes and Comments Editor of the Hofstra Law Review and won various awards during Moot Court competitions.
Mr. Masson’s publications include:
The Presidential Right of Publicity, 2010 Boston College Intellectual Property & Technology Forum 012001.
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Note, Cracking Open the Golden Door: Revisiting U.S. Asylum Law’s Response To China’s One-Child Policy, 37 Hofstra Law Review 1135 (2009).
MARGARET (MAGGIE) FERRON is an associate at the Firm’s Connecticut office. Ms. Ferron is a graduate of Middlebury College (B.A., 2003) and the University of Connecticut School of Law (J.D., High Honors, 2009). During law school, Ms. Ferron worked for the Honorable Janet Bond Arterton of the U.S. District Court for the District of Connecticut and for the Iran Human Rights Documentation Center in New Haven, Connecticut. As an undergraduate, she studied classical languages and history in Athens, Greece; as a law student, she studied international human rights law at Trinity College, Dublin, Ireland.
Prior to joining the firm, Ms. Ferron worked as a plaintiffs’ employment lawyer in Hartford for several years. Her experience also encompasses municipal affairs and state grant compliance. Ms. Ferron practices in varied Connecticut state court matters as well as federal class actions. She is admitted to practice in Connecticut and the U.S. District Court for the District of Connecticut.
Ms. Ferron is a trustee of Joshua’s Tract Conservation and Historic Trust, located in Mansfield, Connecticut. She successfully led an effort to build an accessible playground in Mansfield and enjoys trail running and reading with her family.
CAREY ALEXANDER is an associate in Scott+Scott’s New York office where he focuses on complex consumer litigation and class actions.
Mr. Alexander received his B.A. from Skidmore College in 2004, and graduated magna cum laude from St. John’s University School of Law in 2012. During law school, Mr. Alexander served as Associate Managing Editor of the St. John’s Law Review. His student note, Abusive: Dodd–Frank Section 1031 and the Continuing Struggle To Protect Consumers, 85 St. John’s L. Rev. 1105 (2012), has been cited in several legal journals, including the Harvard Law Review.
Prior to law school, Mr. Alexander served as an editor of the consumer-advocacy blog, Consumerist.com. He also served as an advisor to the Bronx Borough President and worked as part of the National Campaign to Restore Civil Rights.
Mr. Alexander is admitted to practice in the State of New York and in several federal courts, including New York’s Southern, Eastern, and Western Districts, the Northern District of Illinois, and Court of Appeals for the Ninth Circuit.
ANJALI BHAT is an associate at the Firm’s New York office. Ms. Bhat is a graduate of Swarthmore College (B.A., High Honors, 2007) and Columbia Law School (J.D., High Honors, 2011). During law school, Ms. Bhat was a Harlan Fiske Stone Scholar and a finalist in the Harlan Fiske Stone Moot Court Competition. As an undergraduate, she studied history.
Prior to joining the firm, Ms. Bhat clerked for the Honorable William F. Kuntz II of the United States District Court for the Eastern District of New York. In addition to securities class actions, her experience also encompasses real estate litigation in New York state courts. She is admitted
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to practice in New York and the U.S. District Courts for the Southern and Eastern Districts of New York. She enjoys reading, tennis, and rock climbing.
KASSANDRA NELSON is an associate in the firm’s New York office where she focuses on securities and antitrust litigation.
Ms. Nelson is a graduate of the University of Alabama (B.A., cum laude 2012) and Southern Methodist University (J.D., 2016). During law school, Ms. Nelson volunteered over 450+ hours in Legal Public Service and received the distinction of Pro Bono Honor Roll upon graduation. She worked as an intern for the Domestic Violence Division at the Dallas County District Attorney’s Office as well as an extern for the Honorable Judge Martin Hoffman. Ms. Nelson served as a student attorney for SMU’s Innocence Clinic, working with the Dallas County Public Defender’s Office and New York Innocence Project, and successfully advocated for the release and exoneration of Steven Chaney, freed after wrongfully serving more than 25 years.
Ms. Nelson is admitted to practice in the State of Texas.
JONATHAN ZIMMERMAN is an associate in the New York office where he focuses on shareholder derivative and federal securities litigation.
Mr. Zimmerman is a graduate of McGill University, Desautels School of Management (B.Commerce, 2009) and Temple University, Beasley School of Jaw (J.D., 2016). While in law school, Mr. Zimmerman served as a Staff Editor on Temple’s International and Comparative Law Journal. He also received the Best Paper Award in Advanced Financial Regulations for his work entitled Corporate Diversions: Short-Term Tax Savings at the Expense of Shareholder Rights (Spring 2015).
Prior to joining Scott+Scott, Mr. Zimmerman practiced in the areas of shareholder derivative, federal securities, and Qui Tam litigation as an Associate at The Weiser Law Firm, located in the suburbs of Philadelphia, Pennsylvania.
Mr. Zimmerman is a member of the New Jersey and Pennsylvania Bars. He is also a admitted to the U.S. District Court for the District of New Jersey and the U.S. District Court for the Eastern District of Pennsylvania.
A former two-time All-Canadian collegiate lacrosse player and co-captain of McGill University’s men’s varsity team, Mr. Zimmerman loves watching and playing sports when he, his wife, and his son are not exploring New York City’s vibrant food scene.
G. DUSTIN FOSTER’s main practice areas include antitrust, securities, and complex litigation, which includes such cases as In Re Foreign Exchange Benchmark Rates Antitrust Litigation, No. 13-cv-7789 (S.D.N.Y.), Dahl v. Bain Capital Partners, LLC, No. 1:07-cv-12388 (D. Mass.), and Mylan Pharmaceuticals, Inc. v. Warner Chilcott Public Ltd. Co., No. 2:12-cv-03824 (E.D. Pa.). Mr. Foster is a member of the West Virginia State Bar.
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Mr. Foster is a graduate of West Virginia Wesleyan College (B.S., Biology, cum laude, 1999) and of the West Virginia University College of Law (J.D., 2002), where he earned a position on the Moot Court Board and Lugar Trial Association. During law school, Mr. Foster served as a law clerk for the West Virginia Supreme Court of Appeals, after which he assumed a full-time term position as a law clerk for the Hon. Thomas C. Evans, III, of the Fifth Circuit Court of West Virginia.
JOSEPH A. PETTIGREW’s practice areas include securities, antitrust, shareholder derivative litigation, and other complex litigation, including work on the following cases: Dahl v. Bain Capital Partners, LLC, No. 07-cv-12388 (D. Mass.); In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL 1720 (E.D.N.Y); and Marvin H. Maurras Revocable Trust v. Bronfman, 12-cv-3395 (N.D. Ill.).
Mr. Pettigrew graduated from Carleton College (B.A., Art History, cum laude, 1998) and from the University of San Diego School of Law (J.D., 2004). Mr. Pettigrew has served on the board and as legal counsel to several nonprofit arts organizations.
Mr. Pettigrew is admitted to practice in California.
SHAFEEQ ABDUL-WADUD is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Shafeeq received his B.A. in English from the University of Illinois at Urbana-Champaign and graduated from DePaul University College of Law.
Shafeeq is admitted to practice in the State of California and the District of Columbia and in several federal courts, including the United States Tax Court and the U.S. District Court for the Southern District of California.
JUSTUS BENJAMIN is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Justus received his B.A. from Washington University in St. Louis, and graduated from Hofstra School of Law in Hempstead, NY.
Justus Benjamin is admitted to practice in the State of California, including the United States District Court for the Southern District of California.
JACEY BOGLER is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Jacey graduated, cum laude, from Iowa State University with a Bachelor of Arts degree in Psychology and Criminal Justice (minor) in 2010. She graduated with honors from Drake University Law School in 2014. While at Drake, Jacey was a junior staff and editorial board member of the Drake Law Review.
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Jacey is admitted to practice in the State of Iowa.
JOEL BOORAS is a staff attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Mr. Booras received his B.A. from the University of San Diego in 2008, and graduated from the University of San Diego School of Law in 2012.
Prior to joining Scott+Scott, Mr. Booras practiced in the personal injury field and managed cases in the electronic discovery arena for several high-profile technology clients.
Mr. Booras is admitted to practice in the State of California.
JIM BUCHE is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Jim received his B.A. from Southwestern University in Georgetown, Texas, and graduated from Texas Tech School of Law in 2002.
Jim is admitted to practice in the States of Texas and California and in several federal courts, including the U.S. District Court for the Southern District of California.
VICTORIA BURKE is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Victoria received her B.A. from Arizona State University in 1997, and graduated from Southwestern Law School in 2011. Additionally, in 2014, Victoria attained a certificate of completion from Loyola Law School’s Fashion Law Summer Intensive program.
On behalf of the American Bar Association, Victoria serves as Vice-Chair of the Trademark Transactions Committee, Chair of the Fashion Law Subcommittee, and former Vice-Chair of the Trademark Litigation Committee. She also frequently authors law articles on a range of topics for various legal publications, most recently for the Daily Journal in November 2016, “Blunt Talk About Trademarks in the Marijuana Business.” Victoria has also served as panelist for many programs, such as the ABA’s webinar Runway Ready: Fashion Law Fundamentals (2016). Victoria has volunteered her time to Bet Tzedek’s Employment Rights Project: Wages and Hour cases and regularly serves as a moot court judge for Pepperdine University School of Law’s Annual National Entertainment Law Moot Court Competition.
Victoria is admitted to practice in the State of California and the District of Columbia, and in several federal courts, including the U.S. District Court for the Central District of California.
ELIZABETH A. CAMPOS is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
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Ms. Campos received her B.A. from the University of Southern California in 1997, and graduated from Thomas Jefferson School of Law in 2001.
Ms. Campos is admitted to practice in the State of California and is registered to practice in front of the U.S. Patent and Trademark Office.
NGA CUNNINGHAM is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Nga received her B.A. from the University of California, San Diego in Political Science with an emphasis on Public Policy, and graduated, cum laude, from Thomas Jefferson School of Law in 2005.
Nga is admitted to practice in the State of California and in the U.S. District Court for the Central District of California.
STEPHEN FLETCHER is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Stephen received his B.F.A. from Carnegie Mellon University in 2001, and graduated from the Benjamin N. Cardozo School of Law in 2010.
Stephen is admitted to practice in the State of New York.
YVONNE FUNK is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Yvonne received her B.A. from UCLA in 2001, and graduated from UC Hastings law school in 2007. She is admitted to practice in the State of California.
HELEN GLYNN is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Helen Glynn received her B.A., cum laude, from Florida Atlantic University in 1996, and graduated from St. Thomas University School of Law, Miami in 1999.
Helen Glynn is admitted to practice in the State of California and several federal courts, including the U.S. District Court for the Southern District of California.
PETER GRAVIN is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions. Peter received a B.A. degree in Psychology from Wesleyan University in Middletown, Connecticut in 1990, and graduated from American University Washington College of Law, cum laude, in Washington, DC in 1996.
Prior to joining Scott+Scott, Peter practiced insurance defense with two small San Diego firms, focusing on defending contractors and design professionals in professional liability and breach of
39 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 323 of 383 PageID: 6041
contract matters. Peter has also worked as a financial advisor and as an insurance fraud investigator.
Peter is admitted to practice in the State of California, as well as the U.S. District Courts for Southern and Central California.
CARLY HENEK is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Carly received her B.S. from State University of New York at Albany in Human Biology, and graduated from St. John’s School of Law in 2001.
Carly has extensive state and federal court experience litigating against and representing major U.S. and international corporations and individual clients in all phases of the litigation process. Her practice focuses on complex commercial litigation and securities fraud litigation.
Carly is admitted to practice in the State of California and New York, including all federal courts in California and New York.
TODD S. HIPPER is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Todd received his B.A. in Political Science from University of California, Berkeley in 1996, and graduated from Georgetown University Law Center in 2001.
Todd is admitted to practice in the States of California and New York, and in several federal courts, including all federal courts in California, and the U.S. District Court for the Eastern District of New York.
DENIECE KUWAHARA is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Ms. Kuwahara received her B.A. from California State University, Fullerton in 2003, and graduated from the University of Colorado School of Law in 2009.
Ms. Kuwahara is admitted to practice in the State of Colorado.
CARLO LABRADO is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Mr. Labrado received his B.A. from the University of California, Irvine, in Political Science and graduated from the University of San Diego School of Law in 2007.
Mr. Labrado is admitted to practice in the State of Illinois.
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JING LEVESQUE is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Ms. Levesque received her B.S. from Columbia University in New York, and graduated from Brooklyn Law School in New York.
Ms. Levesque is admitted to practice in the State of California and in several federal courts, including the United States Patent and Trademark Office.
EMERY M. MCCLENDON is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Emery received his B.A. from Michigan State University’s James Madison College in 2002, and graduated from Western Michigan University’s Thomas M. Cooley Law School in 2010.
Emery also possesses Master’s degrees in Corporate Law & Finance and Intellectual Property from Western Michigan University’s Thomas M. Cooley Law School.
Emery is admitted to practice in the State of California and in the U.S. District Court for the Eastern and Western Districts of Michigan.
RANDALL AUBREY PETRIE is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Randall received his B.A. from Hamilton College in 1988, and graduated from George Washington University School of Law in 1992, Dean’s Fellow.
Randall is admitted to practice in the States of New York and New Jersey and in U.S. District Court for the Southern District of New York.
MELANIE PORTER is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Melanie graduated from UCLA with a B.A. in Psychology in 2003. She received her J.D. from California Western School of Law in 2006, where she graduated cum laude in her concentration. While at CWSL, Melanie served as President of the Asian Pacific Law Student Association and Hawaiian Law Student Association, as well as Secretary and Chair of Community Relations for the Health Law Society and Co-Chair of the Social and Membership Committee for Phi Alpha Delta. In 2016 and 2017, Melanie received the Rising Star recognition by Super Lawyers. She is currently a member of the California State Bar, San Diego County Bar Association, Consumer Attorneys of San Diego, and the American Bar Association. She is admitted to practice in the State of California and the U.S. Southern District of California.
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SEAN RUSSELL is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Mr. Russell graduated in 2008 from the University of California, Davis with a Bachelor of Arts in Economics. He received his Juris Doctorate from Thomas Jefferson School of Law in 2015, cum laude, where he was Chief Articles Editor of the Thomas Jefferson Law Review and a Moot Court Competitor. While at Thomas Jefferson, Mr. Russell also served as an extern to the Honorable William V. Gallo of the U.S. District Court for the Southern District of California. Mr. Russell received a Masters of Taxation from the University of San Diego School of Law in 2016.
Mr. Russell is admitted to practice in the State of California and the U.S. District Court for the Southern District of California.
WENDY RYU is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Wendy received her B.A. from the University of Southern California in 1997, and graduated from George Washington University Law School in 2003.
Wendy is admitted to practice in the District of Columbia and in the United States District Court for the District of Puerto Rico.
NNENNA SANKEY is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Ms. Sankey received her B.A. from the University of California, Santa Barbara, in Sociology and Black Studies, and graduated from the University of San Francisco, School of Law in 2012.
She holds a Public Interest Law Certificate with Honors and is also the first recipient of the Molla/Ndubaku Humanitarian Award from UCSB.
Ms. Sankey is admitted to practice in the State of California and in several federal courts.
AMY SIPE is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Ms. Sipe received her B.A. and M.A. from the University of Missouri in Communications, and graduated from the University of Missouri School of Law in Kansas City.
Prior to joining Scott+Scott, Ms. Sipe worked as in-house counsel for a highly diversified Fortune 500 corporation and for an Am Law Top 20 Litigation Firm. Most recently, in addition to antitrust litigation and class actions, Ms. Sipe has focused on best practices in the areas of electronic discovery, information governance, compliance, and risk management.
42 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 326 of 383 PageID: 6044
Ms. Sipe is admitted to practice in the State of Kansas and in the U.S. Court of Appeals for the 10th Circuit.
DANIELLE STROUD is an attorney in Scott+Scott’s California office where she focuses on complex antitrust and consumer litigation and class actions.
Danielle received her B.A. in from University of Redlands in 2001, and graduated from Chicago- Kent College of Law in 2005.
Before joining Scott+Scott, Danielle practiced as a prosecutor at the San Diego City Attorney’s Office.
Danielle is admitted to practice in the State of California.
CHRIS WILSON is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Chris received his B.A. from Kalamazoo College in 2002, and graduated from the George Washington University School of Law in 2009.
Chris is admitted to practice in the State of California and in several federal courts, including the Ninth Circuit Court of Appeals, the U.S. District Court for the Northern District of California and the Southern District of California. He is also licensed to appear before the U.S. Patent and Trademark Office.
MINGZHAO XU is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Ms. Xu received her B.A. from the University of California, Davis in Asian American Studies, and graduated from the University of Iowa, College of Law in 2009. She speaks Cantonese/Mandarin.
Currently, Ms. Xu is admitted to practice in the State of California and the U.S. Southern District of California.
BRANDON ZAPF is an attorney in Scott+Scott’s California office where he focuses on complex antitrust litigation and class actions.
Brandon received his B.A. from the University of California, Santa Barbara, in 2002, and graduated from the University of San Francisco School of Law, cum laude, in 2007. He received his LL.M. in taxation from the University of San Diego School of Law in 2011.
Brandon is admitted to practice in the State of California and is admitted in the U.S. District Court for the Central District of California.
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CAITLIN ZAPF is an attorney in Scott+Scott’s California office where she focuses on complex antitrust litigation and class actions.
Caitlin received her B.A. from the University of California, San Diego in 2003, and graduated from the University of San Francisco School of Law, cum laude, in 2007.
Caitlin is admitted to practice in the State of California and is admitted in the U.S. District Court for the Central, Eastern, and Northern Districts of California.
44 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 328 of 383 PageID: 6046
EXHIBIT B In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Scott+Scott Attorneys at Law LLP Lodestar on a Historical Basis
May 10, 2012 through March 31, 2018
HISTORICAL ATTORNEYS STATUS YEAR HOURS LODESTAR HOURLY RATE
Christopher Burke P 2012 1.00 $775.00 $775.00
Christopher Burke P 2013 0.70 775.00 542.50
Christopher Burke P 2014 0.60 775.00 465.00
Daryl F. Scott P 2016 0.60 775.00 465.00
Daryl F. Scott P 2017 1.60 900.00 1,440.00
David R. Scott P 2015 0.70 775.00 542.50
Joseph Guglielmo P 2013 8.40 710.00 5,964.00
Joseph Guglielmo P 2014 3.00 710.00 2,130.00
Joseph Guglielmo P 2015 0.90 710.00 639.00
Joseph Guglielmo P 2016 1.00 710.00 710.00
Kristen Anderson P 2012 0.60 550.00 330.00
Walter Noss P 2012 0.80 675.00 540.00
Walter Noss P 2013 6.90 675.00 4,657.50
Walter Noss P 2014 1.00 675.00 675.00
Anne Box OC 2013 0.80 680.00 544.00
Joseph Cohen OC 2012 6.50 680.00 4,420.00
Joseph Cohen OC 2013 20.50 680.00 13,940.00
Joseph Cohen OC 2014 17.80 710.00 12,638.00
Joseph Cohen OC 2015 3.70 710.00 2,627.00
Gary Dustin Foster OC 2013 58.40 380.00 22,192.00
Gary Dustin Foster OC 2014 121.90 380.00 46,322.00
Gary Dustin Foster OC 2016 2.00 380.00 760.00
Ryan Wagenleitner A 2014 6.20 575.00 3,565.00
Stephen Teti A 2015 2.40 500.00 1,200.00
Stephen Teti A 2016 3.90 500.00 1,950.00
Stephanie Hackett A 2013 39.90 425.00 16,957.50
SUBTOTAL ATTORNEYS 311.80 $146,991.00
Page 1 of 2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 329 of 383 PageID: 6047
HISTORICAL NON-ATTORNEYS STATUS YEAR HOURS LODESTAR HOURLY RATE
Ann Slaughter PL 2015 3.20 $325.00 $1,040.00
Barbara Collazo PL 2012 3.80 280.00 1,064.00
Ellen Dewan PL 2013 2.60 210.00 546.00
Ellen Dewan PL 2014 6.50 325.00 2,112.50
Kaitlin Steinberger PL 2016 0.30 285.00 85.50
Sam Fein PL 2013 2.80 280.00 784.00
Tamar Pacht PL 2013 0.90 270.00 243.00
Tamar Pacht PL 2014 6.60 275.00 1,815.00
Boris Lamptey LS 2014 6.10 280.00 1,708.00
Victor Napenas LS 2016 3.80 280.00 1,064.00
SUBTOTAL NON-ATTORNEYS 36.60 $10,462.00
GRAND TOTAL 348.40 $157,453.00
(P) Partner (A) Associate (INV) Investigator (OC) Of Counsel (PL) Paralegal (LS) Litigation Support
Page 2 of 2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 330 of 383 PageID: 6048
EXHIBIT C
In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Scott+Scott Attorneys at Law LLP Expenses through March 31, 2018
CATEGORY AMOUNT
Court Fees $2,210.00 Computer Research 999.09 Document Production 952.10 Photocopies - In House 862.00 Postage & Overnight Delivery 274.60 Staff Overtime 142.44 Telephone 153.56 Travel (Meals, Lodging & Transportation) 226.05 TOTAL $5,819.84 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 331 of 383 PageID: 6049
EXHIBIT S Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 332 of 383 PageID: 6050
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
IN RE DUCTILE IRON PIPE FITTINGS Civ. No. 12-169 (AET) (LHG) ("DIPF") INDIRECT PURCHASER ANTITRUST LITIGATION
THIS DOCUMENT RELATES TO:
ALL INDIRECT PURCHASER ACTIONS
DECLARATION OF SHEPHERD, FINKELMAN, MILLER & SHAH, LLP IN SUPPORT OF CO-LEAD COUNSEL'S MOTION FOR AN A WARD OF ATTORNEYS' FEES AND LITIGATION EXPENSES
I, Natalie Finkelman Bennett, declare as follows:
1. I am a member of the law fom of Shepherd, Finkelman, Miller & Shah, LLP
("SFMS" or the "Firm"). I submit this declaration in support of Indirect Purchaser Plaintiffs
("IPP") application for an award of attorneys' fees and reimbursement of expenses in connection
with the services rendered, and costs and expenses incurred in In re Ductile Iron Pipe Fittings
("DIPF") Indirect Purchaser Antitrust Litigation (the "Action"). I make this declaration on
personal knowledge, and if called as a witness I could and would competently testify to the
matters set fmih herein.
2. SFMS is counsel for City of Hallandale Beach and City of DeSoto and has served
as one of the Class Counsel for the IPPs in the Action. The background and experience of
Shepherd, Finkelman, Miller & Shah, LLP and its attorneys who worked on this matter are set
fmth in detail in the Firm's website, www.si111slaw.co111, and briefly summarized in the
curriculum vitae attached hereto as Exhibit I.
1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 333 of 383 PageID: 6051
3. SFMS has prosecuted the Action solely on a contingent fee basis, and has been at
risk that it would not receive any compensation for prosecuting claims against Defendants. While
the Firm devoted its time and resources to this matter, it has foregone other legal work for which
it could have been compensated.
4. During the pendency of the Action, SFMS performed the following work:
participating in review and analysis of documents produced by defendants and those produced in
response to third pmty subpoenas; legal and factual research regarding claims, drafting and filing
initial and review of consolidated complaints; participating in plaintiff-directed discovery
including communicating with client, document preservation, searching for and reviewing
documents, and providing Rule 26 materials; preparing summaries of trial transcripts at the
request oflead counsel; and communications with lead counsel. The substantial majority of the
Firm's time was spent on pmticipating in review and analysis of documents produced by
defendants and those produced in response to third patty subpoenas.
5. The schedule attached as Exhibit 2 sets forth the Fitm's total hours and lodestar,
computed at historical rates, for the period from May 10, 2012, through and including March 31,
2018. This period reflects the time spent after the appointment of Interim Co-Lead Counsel and
Liaison Counsel for IPPs in the Action. The total number of hours spent by my firm during this
period of time was 286.40, with a conesponding lodestar of$141,848.00. This schedule was
compiled from contemporaneous, daily time records prepared and maintained by my firm. The
lodestar amount reflected in Exhibit 2 is for work assigned by Co-Lead Counsel, and was
performed by attorneys and professional staff at the Firm for the benefit of the Settlement
Classes. The hourly rates for the attorneys and professional staff in the Firm reflected in Exhibit
2 are the usual and customary hourly rates historically chm·ged by the Firm in similar matters.
2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 334 of 383 PageID: 6052
6. SFMS has expended a total of $1, 131.58 in unreimbursed costs and expenses in
connection with the prosecution of the Action from inception through and including March 31,
2018. These costs and expenses are set fmth in the schedule attached as Exhibit 3 and are
reflected in the books and records of the Firm. They were incuned on behalf ofIPPs by SFMS
and have not been reimbursed.
I declare under penalty of pe1jury under the laws of the United States that the foregoing is
true and correct.
Executed this 23rd day of April, 2018, at Media, PA
3 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 335 of 383 PageID: 6053
Exhibit 1 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 336 of 383 PageID: 6054
SHEPHERD FINKELMAN MILLER & SHAH, LLP (www.stlnslaw.com)
Serving Our Clients Worldwide
Shepherd, Finkelman, Miller & Shah, LLP is a results driven law film that is focused on delivering the highest level of service possible to our clients throughout the globe. SFMS believes that approaching the representation of our clients with considered judgment and candor, as well as the highest degree of courtesy, professionalism and zeal possible, provides the best opportunity for our clients to achieve and exceed their goals in any given matter. Having begun over ten years ago as a litigation boutique, SFMS has grown into a full-service firm that is able to meet its clients' needs in virtually any matter. The Firm maintains a number of offices in the United States that are strategically located to serve our clients. In addition, through a highly respected, global network of independent law, fiduciaiy trust and accounting firms, as well as affiliate offices, SFMS is able to effectively meet the needs of its clients throughout the world. Although our practice has grown in te1ms of geographic scope to meet client needs, SFMS maintains the culture of a boutique law firm with attorneys and staff working in an interdisciplinary, team-based manner across and between different offices.
Focused On Results
As part of our mission statement, the Firm ensures that eve1y client receives our best judgment and a clear recommendation in eve1y matter. In other words, although we always discuss and fully describe the array of alternatives available to our clients, we understand the importance of advocates being plain spoken, willing to challenge convention and strategic in their thinking. That is why we make certain that, without mincing words, SFMS always provides specific recommendations to each client in clear and straightforward terms regarding the Firm's judgment as to the best way to achieve the goal at hand.
Motivated by Challenging Issues
The attorneys, other professionals and staff of SFMS are a diverse and accomplished group of individuals who value the professional rewards and other benefits of working in a collegial, team-oriented environment. The attorneys at SFMS have earned degrees from a variety of highly-respected colleges and law schools, including the University of California at Berkeley, University of Chicago, Cornell University, Duke University, Emory University, Fordhain University, George Washington University, Hastings College of Law, the University of Maryland, the University of Oregon, University of Oxford, the University of Pennsylvania, Pennsylvania State University, Temple University, Trinity College, University of Pittsburgh, Villanova University and Yale University. Many graduated with distinction and were members and editors of their respective schools' law reviews, moot courts or honor fraternities. Most have served federal or state judicial clerkships, and others hold graduate degrees in law, tax or other disciplines. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 337 of 383 PageID: 6055
Our professional staff also is highly experienced and accomplished. At SFMS, we believe strongly that the competence and commitment of our non-attorney staff is critical to achieving the excellent client service that we always seek to deliver. We pride ourselves on working collegially together as a Film while eschewing artificial hierarchy and stilted interactions in favor of a team-oriented environment that fosters creativity and a commitment to excellence.
Comprised of attorneys and staff that are almost exclusively alumni oflarge firms, SFMS team members have a keen understanding of the benefits of working in a boutique environment in which the opinions and contributions of all attorneys and staff are considered and valued. The Firm's clients also recognize these benefits and regularly comment upon SFMS's responsiveness and the efficiencies achieved in specific engagements, where the attorneys and staff are clearly and unselfishly committed to the simple goal of achieving an excellent result for the client, while enjoying the opportunity to collaborate with peers in a workplace environment that maximizes the potential of all team members and values the contributions of all.
At SFMS, we understand that it is best to approach any case, h·ansaction, trial or other client challenge by obtaining a full understanding of the issues at hand and then engaging in strategic thinking, as well as hard work, to establish, and then meet and exceed, our clients' established goals. At SFMS, we are motivated by, and relish, the opportunity to confront challenging issues. That is why we consider it a privilege to work cooperatively with our clients to meet their goals and overcome the inevitable challenges created by complicated transactions and the disputes that clients regularly confront.
Socially Committed and Responsible
Although superior client service is our oveJTiding aim, at SFMS, we also are committed to approaching our practice in a socially responsible manner, while making meaningful contributions to suppmt the communities in which we work, the world at large and the social justice system. In our first ten years, although we are proud of the over $I billion in recoveries that we have obtained for our clients in litigation and similar matters, the important disputes that we have resolved and the significant transactions that we have completed, we are equally proud of the more than $100 million in charitable donations for which the Firm has been responsible in the form of cy pres and other donations and gifts to assist those in need, as well as supporting the arts, education and other philanthropic causes. The Firm also is actively involved in pro bona cases, having successfully assisted clients in a variety of diverse matters, including civil matters for indigent clients, death penalty appeals, immigration asylum matters and comt-appointed prisoner rights cases. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 338 of 383 PageID: 6056
Areas of Expertise
Although SFMS is not organized into formal departments or practice areas and, instead, believes that our clients are best served by an interdisciplinary approach ensuring that the best attorneys for a given matter are assigned to meet the client's needs, the following constitute the Fi1m's more significant practice areas:
Antitrust, Competition and e Arbitration, Mediation and • Trade Regulation Other ADR Procedures
Business Counseling and • Commercial and Other • Corporate Transactions Complex Litigation
Employee Benefits and • Institutional Investor Services • Fiduciary Compliance • Insurance Coverage and Practices e Intellectual Property • International Business and Trade • Labor and Employment Private Client Services • Qui Tam, False Claims and • Whistleblower Proceedings
Representative and Collective • Securities Regulation and • Litigation Corporate Governance Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 339 of 383 PageID: 6057
Antitrust, Competition and Trade Regulation
SFMS has broad experience in dealing with the complex legal and economic issues that antitrust, competition and trade regulation questions can present. We offer clients significant litigation and counseling experience in virtually all aspects of antitrust and trade regulation litigation. Our lawyers have successfully represented plaintiffs and defendants in major civil antitrust matters throughout the United States. SFMS attorneys also have extensive experience representing parties involved in related criminal, administrative and other regulatory proceedings. In such matters, our team members have extensive experience working with the Department of Justice, the Federal Trade Commission and various State Attorneys General, as well as, upon occasion, international regulatory bodies, including the European Union. SFMS also has worked with and represented governmental entities, including the State of Connecticut, in unfair trade practice and related matters. Finally, SFMS has represented a number of clients, both businesses and consumers, in unfair trade practice and consumer protection cases throughout the United States in a wide variety of jurisdictions, including in scores of individual and Multi-District Litigation proceedings, in cases arising under the Consumer Legal Remedies Act, the Lanham Act, the Magnuson-Moss Warranty Act, the Racketeer Influenced and Corrupt Organizations Act and the Unfair Competition Law, as well as similar statutes and state laws in over 35 states and the District of Columbia.
The Firm is actively involved in litigation concerning antitrust and unfair competition issues relating to, among other matters, vertical and horizontal price agreements, market allocations, concerted refusals to deal, monopolization, covenants not to compete, price-fixing and tying mTangements, as well as unfair and deceptive trade practice, false advertising and commercial disparagement. Our attorneys, with extensive experience in antitrust law and economics, as well as knowledge of market realities, have represented businesses and individual consumers in antitrust cases in state and federal courts in the United States, as well as related criminal and regulatory proceedings. The Firrn's attorneys have successfully prosecuted and defended antitrust cases, including price discrimination cases under the Robinson-Patman Act and price fixing and tying cases under federal and state antitrust laws, to successful jury verdict.
In antitrust, competition, consumer protection and trade regulation cases, SFMS has been appointed lead counsel in over 75 cases in the United States, in recognition of its broad range of experience and the excellent results that it has obtained for its clients in previous engagements. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 340 of 383 PageID: 6058
Arbitration, Mediation and Other ADR Proceedings
SFMS considers the use of arbitration, mediation and other alternative dispute resolution ("ADR") devices to be an integral pmi of the practice of law and the advice that we provide to our clients. The Fi1m's arbitration and mediation practice, and the other ADR strategies that we employ, enable us to achieve results that promote our clients' goals, reduce the expense and delay associated with resolving disputes, and avoid the distractions that more protracted proceedings may impose upon clients.
SFMS lawyers have a broad range of ADR experience in the fields of domestic and international arbitration, direct negotiation, mediation and other customized ADR options, including dispute review boards, med-arbs, mini-trials, private judging and summary jury trials in the fields of antitrust, commercial transactions, construction, consumer and financial transactions, corporate and contract law, employment and labor disputes, intellectual property, insurance, and securities and corporate governance. In addition to regularly representing our clients in these ADR proceedings, SFMS attorneys have extensive experience acting as arbitrators, mediators, private judges and settlement counsel.
Members of the SFMS team have acted as advocates and/or neutrals in proceedings before the American Arbitration Association, the Federal Mediation and Conciliation Service, the Financial Industry Regulatory Authority f/k/a as the National Association of Securities Dealers and New York Stock Exchange, the Grain and Feed Trade Association in London, the International Centre for Dispute Resolution, the International Chamber of Commerce, Judicial Arbitration and Mediation Services, Inc., both domestically and internationally, and the London Comi of International Arbitration, as well as in a number of quasi-public and private ADR proceedings.
Business Counseling and Corporate Transactions
SFMS has extensive experience counseling its business clients in a variety of matters. The Film's attorneys have experience in significant transactional work, as well as vast experience providing corporate and business counseling to our clients, including in the areas of business formations, capital markers, contract drafting, sales or purchases of businesses, mergers and consolidations, joint ventures, employee and independent contractor agreements, confidentiality agreements, public and private offerings, stock sale, transfer and other arrangements, severance packages, third party agreements and corporate governance matters. On the rare occasions when a corporate or business matter requires even greater expertise from a transactional, taxation or other perspective, we work with our clients to identify the best co-counsel with which to work on that pmiicular matter and with whom we maintain relationships around the world, and then supervise the work of such counsel to ensure that the client's needs are being met in cost effective and efficient manner. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 341 of 383 PageID: 6059
SFMS acts as outside general counsel for a number of small- to mid-size businesses, as well as certain subsidiaries of overseas corporations. Since the Firm uses a multi-disciplinary, team oriented approach to staffing all business counseling and corporate transactional work, SFMS is able to provide high quality, cost-effective representation for the clients that choose to so engage us. In fact, certain clients have apprised us that, based upon the efficient and business-minded manner in which we approach such matters, it often makes sense for them to engage SFMS, even though the Firm may, at times, bill at higher hourly rates than other law firms. Since SFMS approaches every engagement based upon the principles of value billing and seeks to reward productivity and outcomes, as opposed to time spent on an engagement, the Firm consistently is informed by its corporate clients that it provides higher quality and lower cost services than many of its competitors, both large and small, that work exclusively or predominantly in the area of business counseling and corporate transactions.
Commercial and Other Complex Litigation
SFMS has extensive experience handling a wide variety of commercial litigation matters. The attorneys at SFMS have decades of experience representing large national and international corporations, as well as smaller businesses and other entities in such matters. The broad range of commercial litigation matters that SFMS lawyers have handled include contract disputes, breach of duty claims, abuse of trust cases, business to11s, trade disputes, unfair competition claims and related issues, including risk assessment and litigation avoidance. We represent clients in diverse industry sectors, including large publicly traded and international companies, as well as smaller business enterprises in connection with their complex commercial litigation matters. In addition to handling such matters in federal and state courts in the United States, SFMS attorneys also have significant experience handling claims in international arbitration forums and with co-counsel in courts outside of the United States. In representing clients in commercial litigation matters, SFMS attorneys have recovered hundreds of millions of dollars, including recoveries from governments and state trading entities. SFMS attorneys regularly appear in federal and state courts throughout the United States, as well as bankruptcy and appellate courts. In fact, on the appellate front, as a result of our track record of winning many significant and groundbreaking appeals over the last decade, other practitioners regularly approach us and request that we assist them in pursuing or defending appeals in federal and state courts.
The Fi1m handles commercial litigation pursuant to traditional hourly billing arrangements and, on an increasingly frequent basis, has been retained to handle litigation for corporate plaintiffs on a contingent fee basis. We have found that, while many corporate counsel tend to be reluctant to deviate from tried and true hourly billing procedures, in appropriate circumstances, a contingent fee structure ensures the proper incentives and often works to further the client's interests, while providing desirable incentives to litigate efficiently, maximize recoveries and minimize the length of pretrial proceedings. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 342 of 383 PageID: 6060
Employee Benefits and Fiduciary Compliance
SFMS handles a variety of employee benefits and fiduciaiy litigation, as well as compliance issues, for our clients -- most of which arise under the Internal Revenue Code and the Employee Retirement Income Security Act of 1974. SFMS attorneys have represented employee benefit plan fiduciaries, including plan trustees, as plaintiffs and defendants in a wide variety of employee benefits and fiduciary compliance matters. The Film's attorneys also have experience working with independent fiduciaries in ce1iain cases. The attorneys at SFMS also have represented clients in a number of cases involving Taft-Hartley fund delinquent contributions and similar matters. The Firm has handled a number of novel and ground-breaking ERISA cases, including issues regarding revenue-sharing practices, cash balance and cross-tested plans, common stock declines and stock options with regard to qualified retirement plans, including 401(k), 403(b), 457, profit sharing, money purchase pension, cash balance, annuity, and defined benefit plans.
Most of the employee benefits and fiduciary compliance litigation that SFMS handles involving employee benefits and fiducimy compliance occurs in federal district courts in the United States. In such litigation, SFMS has significant experience working with the U.S. Department of Labor, as well as the Department of Justice. SFMS attorneys also have experience representing the interest of our clients in bankruptcy court and related proceedings in connection with both employee benefits and fiduciaiy compliance matters.
Institutional Investor Services
SFMS provides a variety of compliance, litigation, monitoring, regulatory and transactional services to institutional investors, including educational and endowment based funds, hedge funds, public and private pension funds and private equity firms. Among the other services that it provides to institutional clients, the Firm performs corporate governance and securities investment monitoring for vi1iually all of its institutional clients pursuant to which it advises clients when they should consider legal action to protect their rights as shareholders in a corporation. In connection with its SFMS Tracker8M service, SFMS offers the following portfolio services to institutional investor clients: (a) the development of guidelines and policy statements regarding securities and other shareholder litigation, as well as other corporate governance initiatives, to meet fiduciary obligations; (b) the monitoring of securities and related litigation that affects the client's investments; (c) the investigation and evaluation of potential and pending litigation to evaluate the appropriate role, if any, for the client; (d) the preparation of presentations for institutional clients regarding the status of potential and pending litigation and other corporate governance initiatives; (e) provision of updates regarding the settlement or other resolution of litigation, disputes and other initiatives; (f) assistance to clients in completing appropriate claim forms and other documentation to maximize recoveries; and (g) coordination of the holding of certain securities in custodial accounts with a financial institution pursuant to a specialized agreement that SFMS was instrumental in crafting to protect client interests in appropriate circumstances. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 343 of 383 PageID: 6061
Insurance Coverage and Practices
SFMS has significant experience in handling legal issues related to insurance coverage and practices. SFMS attorneys have experience negotiating and litigating with many major U.S. insurance companies, as well as Lloyd's, the London Market and other international insurers. The Firm has achieved outstanding results for our clients across a wide variety of issues and fornms. SFMS attorneys have handled insurance coverage matters related to business interruption, defamation, health insurance, privacy, adve1tising, personal injury claims, Directors' and Officers' liability, employment practices liability, environmental cleanup and 'toxic tort' liability, fidelity bonds and crime policies, financial insurance, intellectual property (copyright, trademark and patent infringement), product liability, professional errors and omissions (malpractice) liability, property and valuable articles coverage, 'self-insurance' and workers' compensation insurance. In such matters, SFMS attorneys have experience with all principal coverage issues that arise under standard liability and first-patty property policies, as well as many specialty coverages, have addressed many of the procedural aspects of insurance coverage litigation, including choice of law, fornm non conveniens, patty joinder and case management issues, duty-to-defend disputes, and independent counsel and fee-rate limitation issues. The Firm also has extensive experience in handling claims regarding insurance mat·keting, settlement and payment practices, as well as insurance practices regarding the calculation of benefits. SFMS attorneys have played a substantial role in litigating major insurance practice-related claims with respect to automobile insurance loss adjustment practices, burial insurance, health insurance and continuation of benefits issues, title insurance charges and vanishing premium insurance policies.
Intellectual Property
SFMS has significant experience providing an atTay of legal services in the areas of patent, copyright, trademark, trade secret, outsourcing, software, technology, restrictive covenants and franchise law. These services include obtaining protection, registrations, atnendments and renewals with respect to patents, copyrights, trade secrets, service marks and trademarks. SFMS also counsels its clients on licensing, mat·keting, distribution and other commercial transactions regarding products, services and technologies protectable under international, federal, state or local intellectual property laws. SFMS attorneys also have litigated and provided advice about disputes involving the protection and enforcement of rights in patents, trademarks, copyrights, confidential information and trade secrets, technology, covenants not to compete, and other intellectual propetty. SFMS has significant experience in prosecuting and defending copyright, trademark and patent infringement cases, unfair competition actions, Internet and technology disputes (including those involving software and computer teclmology), franchise disputes, false advertising claims, litigation concerning trade secrets and restrictive covenants, and other claims relating to intellectual propetty. SFMS attorneys also are well-versed not only on the substance of intellectual propetty law, but also on federal and state court procedural issues, including obtaining and defending against temporary restraining orders and preliminaty injunctions that Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 344 of 383 PageID: 6062
often are sought in intellectual property actions. Finally, SFMS attorneys are proficient in resolving intellectual property disputes through alternative dispute resolution mechanisms, such as arbitration and mediation.
Intermttional Business and Trade
SFMS represents companies and other business entities based in the United States and overseas in a variety of international business and trade matters. The Firm's attorneys have assisted our foreign and United States clients with organizing foreign subsidiaries, joint ventures, mergers, acquisitions and recapitalizations, manufacturing agreements, sales, leasing and supply agreements, international distribution of goods and services, cross-border technology licensing, licensing agreements and registration of U.S. and foreign trademarks, copyrights and patents, privacy and data protection, as well as Foreign Corrupt Practices Act compliance. SFMS attorneys also assist our clients in addressing immigration matters, international estate planning, and real estate acquisition issues to the extent that those needs arise. In addition, the Firm regularly represents a number of clients based overseas in arbitration, mediation, other ADR proceedings and litigation matters.
SFMS's International Business and Trade practice works with local counsel in many countries to help clients understand and manage risks posed by different legal systems. As an active member of IAG International (Integrated Advisory Group), http://www.iaginternational.org. a consortium of independent law, fiduciary trust and accounting firms in Asia, Canada, Central America, Europe, the Middle East, South America and the United States, SFMS is able to effectively meet the needs of its clients on a global basis. As pmt of its growing international practice, SFMS actively encourages its more jlmior lawyers to actively paiticipate in AIJA (the International Association of Young Lawyers), http: www.aija.org, since we understand that, by building and maintaining professional relationships throughout the globe, SFMS is able to provide a service level in international matters that is infrequently matched by other boutique firms.
We have attorneys fluent or proficient in Cantonese Chinese, Mandarin Chinese, Japanese, French, Italian and Spanish, and many have spent substantial time working outside the United States. We are experienced working internationally and counsel our clients on the cultural and legal norms of doing business in various foreign jurisdictions. We also assist our clients to achieve their goals with our team approach and a thorough understanding of their international business needs. We have experience in many areas throughout the world, including Argentina, Australia, Bermuda, Brazil, British Virgin Islands, Canada, Chile, China, Denmark, Dominican Republic, Dubai, France, Germany, Hong Kong, India, Israel, Italy, Japan, Korea, Kuwait, Mexico, the Netherlands, Russia, Singapore, Spain, Switzerland, Taiwan, Turkey, the United Kingdom and Yemen. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 345 of 383 PageID: 6063
Labor and Employment
SFMS has a significant and eclectic practice in the field of labor and employment matters. The Firm has represented individuals, companies, governmental entities and other employers, as well as labor organizations, in a wide range of employment and labor litigation, as well as other matters. SFMS attorneys have extensive experience counseling and representing their clients in litigation, as well as other disputes and challenges, regarding ERISA and employment benefits, federal and state wage and hour laws, questions regarding HlNl (swine) flu workforce resources, immigration, international employment, labor-management relations, noncompetition agreements and trade secrets, occupational safety and health, equal employment and affirmative action matters, workplace safety, changes, reductions-in-force and training.
The Firm's attorneys have negotiated collective bargaining agreements, appeared before the National Labor Relations Board, the Equal Employment Opp01iunity Commission and other fair employment practice agencies, as well as before various mediation and arbitration panels that specialize in employment and labor issues. SFMS has vast experience working on a diverse anay of employment and labor cases, including cases involving age, defamation, gender, gender dysphoria, race and sexual orientation discrimination, ERISA and benefits matters, breach of contract claims, and wage/hour claims. SFMS and its attorneys also have served as lead counsel in a number of wage/hour class actions, as well as discrimination and other employment class actions. In those cases in which the Firm has represented plaintiffs, it has recovered millions of dollars for its clients. Finally, the Firm serves as national labor counsel for several select employers and also is pleased to count a number of local and international labor organizations among its clients.
Private Client Services
SFMS also provides private client services to existing and select clients with respect to domestic and international estate planning, charitable planned giving, trust and estate administration, family law matters, executive compensation, real estate and federal and state tax issues. In addition, upon occasion, the Firm will represent existing clients in personal litigation. In these areas, SFMS has a broad range of expe1iise, having assisted clients in the United States and overseas with significant estate planning issues, having negotiated executive compensation packages, as well as severance packages, for senior executives at U.S. and international concerns, and having assisted existing clients in custody, divorce, guardianship and separation matters arising from family crises or disputes. The Firm also has experience assisting our clients in negotiating and closing real estate transactions, both in the commercial and non-commercial fields. SFMS regularly works with accountants and auditors to address federal, state and local tax issues for its clients and has significant experience handling offers in compromise and defending tax proceedings initiated by government entities, including the Internal Revenue Service and the Depaiiment of Justice. SFMS believes strongly that, when the need arises, its attorneys and other professionals must and should be prepared to assist our clients in these imp01iant private matters. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 346 of 383 PageID: 6064
Qui Tam, False Claims and Whistleblower Proceedings
SFMS has broad experience in handling legal issues related to false claims, whistleblower and qui tam cases under the federal False Claims Act and similar state laws, as well as assisting clients in internal investigations. The federal False Claims Act has proven to be an effective, powerful and, sometimes, frightening tool in fighting Medicare and Medicaid fraud, defense contractor fraud and other types of fraud perpetrated against federal and state governments. The 'qui tam' provisions, which allow whistleblowers to file False Claims Act lawsuits against companies and individuals that allegedly defraud the govermnent with the opportunity to obtain a "bounty," have been a key ingredient in the False Claims Act's success, as the federal government has recovered more than $15 billion as a result of qui tam lawsuits since 1986, with whistleblowers' rewards totaling more than $2.5 billion. SFMS attorneys have represented clients in a number of significant cases under the False Claims Act. In addition, the Firm has significant experience representing clients in qui tam cases brought under similar state laws against companies and individuals accused of defrauding state and local govermnent agencies. The Firm currently is representing clients in a number of qui tam actions under the False Claims Act and state law, many of which, including several large prosecutions, are 'under seal' and, therefore, cannot be publicly disclosed. SFMS similarly has significant experience handling qui tam, false claims and whistleblower cases under the Dodd-Frank Act for alleged securities fraud and related misconduct, as well as the Foreign Corrupt Practices Act, related to alleged bribery of foreign officials and others to secure business preferences overseas. Finally, the Firm has represented clients performing internal investigations arising from whistleblower complaints and has developed effective, methodological tools to address such matters.
Representative and Collective Litigation
SFMS has a broad range of experience in representing clients in class action and other representative/collective litigation. The attorneys at SFMS have been appointed lead counsel in scores of class action and similar cases, and the courts that have appointed SFMS in such litigation have consistently recognized the excellent representation provided by SFMS in such engagements. SFMS attorneys have extensive experience representing the interests of their clients in antitrust, consumer protection, employment discrimination/civil rights, employee benefits, ERISA, fiduciary compliance, housing practices, insurance coverage/practices, securities fraud/breach of fiduciary duty, and wage and hour class action litigation.
In such litigation, SFMS has represented a variety of private and public plaintiffs, including institutional and other significant investors, private companies, officers and directors, other fiduciaries and labor organizations. In such litigation, SFMS has been successful in recovering hundreds of millions of dollars for our clients and, in addition, has procured tens of millions of dollars in charitable cy pres donations to worthy organizations as a result of the outcomes that we have achieved. Unlike certain lawyers who exclusively handle class action litigation, we know how to prosecute cases to trial and have extensive experience trying cases. In federal and Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 347 of 383 PageID: 6065
state comis, as well as arbitral forums, SFMS attorneys have tried such cases for both plaintiffs and defendants to successful jury verdict, judgment and award. Securities Regulation and Corporate Govemance
SFMS has significant expedence in the fields of secmities regulation and corporate governance. In such matters, SFMS has represented a variety of private and public entities, including institutional and other investors, investment managers, hedge funds, public and private pension funds, as well as private companies, officers and directors, and labor organizations. In addition to counseling our clients on matters related to securities regulation and corporate governance, SFMS attorneys have litigated complex securities and directors' and officers' liability cases in federal and state courts across the country. Our securities litigation practice is one of the largest and strongest practice areas of the Firm. We have significant trial and appellate experience in the following areas: shareholder class actions; significant shareholder opt-out cases; derivative/director and officer cases and investigations; corporate control contests; regulatory enforcement and criminal prosecution matters. Our attorneys have worked with and against the SEC, Department of Justice and various self-regulatory organizations, including FINRA, in representing our clients. SFMS attorneys also have experience with a variety of securities registration and regulation issues under federal and state law and have worked with clients with respect to Blue Sky and other compliance issues. Finally, the Firm has served as lead counsel in a number of securities class action and other corporate governance matters and, in such representations, SFMS has recovered tens of millions of dollars for our clients, while achieving imp01iant corporate governance reforms. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 348 of 383 PageID: 6066
Representative Clients
At SFMS, we place our clients' interests first. We strive to provide our clients with thoughtful, comprehensive and high quality legal services at all times. Our diverse client base includes:
Start-up and other smaller companies
Multi-national corporations
Biotechnology and life science concerns
Construction companies
Educational institutions
Healthcare and manufacturing concerns
Hospitality and leisure businesses
Individuals, including significant shareholders, highly compensated employees, consumers, small business owners and professionals
Labor organizations, including local and international labor tmions
Private pension funds
Public pension funds
Multi-employer and Taft-Hartley pension funds
Large and mid-size financial institutions
Hedge funds and money managers
International and other significant investors
State and local governmental entities
Technology companies and entrepreneurs Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 349 of 383 PageID: 6067
Scott R. Shepherd Pennsylvania Office Telephone: 610-891-9800 Facsimile: 866-300-7367 Florida Office Telephone: 954-515-0123 Facsimile: 866-300-7367 Email: [email protected]
Scott R. Shepherd founded what is now known as SFMS in 2000. He is admitted to practice law in the States of Florida and Illinois, as well as in the Commonwealth of Pennsylvania and the United States District Courts for the Southern and Middle Districts of Florida, the Northern District of Illinois, the Eastern District of Pennsylvania, the United States Courts of Appeal for the Third, Fourth, Seventh and Eleventh Circuits, and the United States Supreme Court. In addition to these courts and jurisdictions, Scott has worked on cases with local and co-counsel throughout the country and worldwide.
Scott's practice is concentrated on representing clients in whistleblower, securities, consumer and False Claims Act cases. Scott also is experienced in handling a variety of antitrust, employment and other complex commercial matters. Finally, Scott has substantial experience representing clients in employee benefit, health and life insurance cases and other matters. In addition to his regular private practice, Scott also has handled a number of significant pro bono matters. He has represented clients in a number of political rights cases, including political asylum and voting rights actions. He has also handled numerous criminal appeals, including death penalty cases.
Scott earned his undergraduate degree surnma cum laude from Westminster College in New Wilmington, Pennsylvania and his law degree from the University of Chicago Law School. Scott began his law practice in 1985 in Chicago, representing defendants in class action, securities and products liability litigation with one of the largest law firms in the country. Returning to Pennsylvania in 1989, Scott worked with a large Philadelphia corporate and defense law firm. He subsequently became a partner at Greenfield & Rifkin LLP, a well-lmown firm that handled significant class actions, before starting a predecessor film in 1998.
Scott is a member of the American Association for Justice, the National Association of Securities and Consumer Attorneys, the American Health Lawyers Association, and the Palm Beach County and Delaware County Bar Associations. Scott is active in community, as well as political and charitable activities, and divides his time between the Film's Pennsylvania and Florida offices.
To learn more about SFMS and for biographies of all of its professionals, please visit our website at www.sfmslaw.com. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 350 of 383 PageID: 6068
Natalie Finkelman Bennett Pennsylvania Office Telephone: 610-891-9800 Facsimile: 866-300-7367 Email: [email protected]
Natalie Finkelman Bennett joined SFMS in 2000. She is admitted to practice law in the State of New Jersey, as well as the Commonwealth of Pennsylvania and numerous federal comts, including the United States District Courts for the United States District Courts for the District of New Jersey and Eastern District of Pennsylvania, and in the United States Comts of Appeal for the Third and Ninth Circuit. In addition to these courts and jurisdictions, Natalie has worked on cases with local and co-counsel across the country and worldwide.
Natalie concentrates her practice on antitrust, consumer and insurance litigation, as well as complex commercial matters. She also has significant experiencing representing clients in a wide variety of corporate governance, securities, employment benefit, wage/hour and unfair trade practices cases. In addition, Natalie represents clients in "whistleblower" cases brought under the United States False Claims Act. Finally, Natalie has significant experience representing physicians and physician groups in a wide variety of matters.
Natalie earned her undergraduate degree magna cum laude from the Pennsylvania State University in 1986 and was elected a member of Phi Beta Kappa Honor Society. Natalie earned her law degree magna cum laude from the Temple University School of Law in I 989. She served as the Managing Editor of the Temple Law Review. After clerking for former Chief Judge Farnan of the United States District Com1 for the District of Delaware, Natalie began working in private practice at Schnader Hanison Segal & Lewis in 1990. At Schnader, she practiced in many areas of complex commercial litigation, including product liability, insurance coverage and defense, antitrust, contract and commercial lease matters. In 1996, Natalie became an associate at the law firm of Mager Liebenberg & White, a well-known firm that specialized in class actions, where her practice was concentrated in antitrust and consumer protection class action litigation. In 1998, Natalie became a Partner in the law firm ofLiebenberg & White.
Natalie is a member of the American Bar Association, Pennsylvania Bar Association, Philadelphia Bar Association and the National Association of Consumer Advocates. She also is a former member of the Pennsylvania Bar Association Commission on Women in the Profession and the Temple American Inn of Court. She resides in Wallingford, Pennsylvania with her family and is active in community affairs and charitable activities.
To learn more about SFMS and for biographies of all of its professionals, please visit our website at www.sfmslaw.com. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 351 of 383 PageID: 6069
James C. Shah Pennsylvania Office Telephone: 610-891-9800 Facsimile: 866-300-7367 Email: [email protected]
James C. Shah joined SFMS in 2000. He is admitted to practice law in the States of California, New Jersey, New York, Wisconsin, as well as the Commonwealth of Pennsylvania and numerous federal courts, including the United States District Coutts for the Southern District of California, Eastern District of Pennsylvania, District of New Jersey, Eastern District of Wisconsin and the United States Cout1 of Appeals for the Ninth Circuit. In addition to these comts and jurisdictions, Jim has worked on cases with local and co-counsel nationwide and internationally.
Jim concentrates his practice on antitrust, consumer and insurance litigation, as well as complex commercial and employment matters. He also has significant experiencing representing clients in a wide variety of corporate governance, securities, construction defect, employment and wage/hour cases. Finally, Jim has represented clients in a number ofFINRA arbitrations and other proceedings, as well as in a variety of United States and international arbitral and other alternative dispute resolution forums.
Jim earned his undergraduate degree in Political Science from the University of Oregon and his law degree from Temple University School of Law. Jim was a member of Temple's nationally acclaimed Trial Team and also pmticipated on Moot Court. Before joining the Firm, Jim practiced as a litigator in Philadelphia with Pelino & Lentz, P.C., where he concentrated his practice on employment and labor Jaw, securities disputes and general commercial litigation. In 2000, Jim joined forces with Scott Shepherd at which time the Firm was created and, since that time, has been involved in all aspects of the Firm's practice.
Jim is a member of the New Jersey and Pennsylvania Bar Associations, as well as the American Association for Justice, the National Association of Securities and Consumer Attorneys. He resides with his family in Collingswood, New Jersey and is active in community, political and charitable activities.
To lem·n more about SFMS and for biographies of all of its professionals, please visit our website at www.sfo1slaw.com. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 352 of 383 PageID: 6070
Nathan C. Zipperian Florida Office Telephone:954-515-0123 Facsimile: 866-300-7367 Email: [email protected]
Nathan C. Zipperianjoined SFMS in 2005. He is admitted to practice law in the States of Arizona, Florida, New Jersey and Oregon, as well as in the Commonwealth of Pennsylvania and numerous federal courts, including the United States District Courts for the Southern and Middle Districts of Florida, the District of Arizona and the United States Court of Appeal for the Second Circuit. In addition to these courts and jurisdictions, Nathan has worked on cases with local and co-counsel throughout the country and worldwide.
Nathan concentrates his practice on antitrust, consumer and insurance litigation, as well as complex commercial and employment matters. He also has significant experiencing representing clients in a wide variety of corporate governance, securities, construction defect, employment and wage/hour cases. Finally, Nathan has represented clients in a variety of personal injmy and medical malpractice litigation.
Nathan earned his undergraduate degree in Political Science from the University of Oregon and his law degree from the Temple University School of Law. While at Temple, Nathan was an Editor of the Environmental Law and Technology Journal. Before joining Shepherd, Finkelman, Miller & Shah, LLP, Nathan was a litigator in Oregon at Bailey Pinney and Associates, where his practice focused on employee rights, and in Arizona with Martin Hart & Fullerton, where he litigated a wide variety of cases including personal injury, medical malpractice and product liability cases.
Nathan is a member of the American Bar Association, Oregon Bar Association, and Arizona Bar Association. He resides with his family in Weston, Florida and is active in the South Florida community.
To learn more about SFMS and for biographies of all of its professionals, please visit our website at www.sfmslaw.com. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 353 of 383 PageID: 6071
Jayne A. Goldstein Florida Office Telephone: 954-515-0123 Facsimile: 866-300-7367 Email: [email protected]
Jayne Arnold Goldstein joined SFMS in January 2017 in the film's Ft. Lauderdale, Florida office. She brings to SFMS her expertise in representing individuals, businesses, institutional investors and labor organizations in a variety of complex commercial litigation, including violations of federal and state antitrust and seclll'ities laws and unfair and deceptive trade practices. Jayne was lead counsel in In re Sara Lee Securities Litigation, and has played a principal role in numerous other seclll'ities class actions that resulted in recoveries of over $100 million.
Jayne began her legal career, in 1986, with a wide-ranging general practice firm in Philadelphia. In 2000, she was a founding shareholder of Mager & White, P.C. and opened its Florida office, where she concentrated her practice on securities, consumer and antitrust litigation. In 2002, the firm became Mager White & Goldstein, LLP. In 2005, Jayne was a founding partner of Mager & Goldstein LLP. Most recently, she was a partner at Pomerantz LLP.
Jayne, a registered nurse, received her law degree from Temple University School of Law in 1986 and her Bachelor of Science (highest honors) from Philadelphia College of Textiles and Science.
Jayne is a member the Florida Public Pension Trustees Association and the Illinois Public Pension Fund Association. Since 2010, Jayne served as co-chair of P.L.I. 's Class Action Litigation Strategies Annual Conference held in New York. In January 2017 Jayne will chair P.L.I.'s new program Women Lawyers in Leadership, a program she developed. Jayne has been a frequent speaker at Public Pension Fund Conferences having recently appeared on Panels at the Florida Public Pension Trustees' Association and Illinois Public Pension Fund Association.
Jayne is admitted to practice law in the Supreme Court of the United States, the State of Florida, as well as in the Commonwealth of Pennsylvania, State of Illinois and numerous federal courts, including the United States District Courts for the Southern, Northern and Middle Districts of Florida, the Eastern District of Pennsylvania, the Northern District of Illinois, the United States Courts of Appeal for the First, Second, Third and Eleventh Circuits. In addition to these courts and jurisdictions, Jayne has worked on cases with local and co-counsel throughout the countiy and worldwide.
To learn more about SFMS and for biographies of all of its professionals, please visit our website at www.sfmslaw.com. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 354 of 383 PageID: 6072
Paul M. Rettinger Pennsylvania Office Telephone: 610-891-9880 Facsimile: 866-300-7367 Email: [email protected]
Paul Rettinger joined SFMS in 2004 as an Associate and is currently Senior Counsel for the Firm. Paul is admitted to practice law in the Commonwealth of Pennsylvania, as well as numerous federal courts, including the United States District Court for the Eastern District of Pennsylvania and the United States Court of Appeals for the Third Circuit. In addition to these courts and jurisdictions, Paul has worked on cases with local counsel and co-counsel throughout the country and internationally.
Paul's practice is concentrated on representing clients in securities, consumer and False Claims Act cases. Paul also is also experienced in handling a variety of antitrust, employment and other complex commercial matters. Finally, Paul has substantial experience representing clients in employee benefit, health and life insurance cases, unfair trade practice and other matters.
Paul earned his undergraduate degree from the University of Pittsburgh, and did graduate studies in biology and chemistry at the Pennsylvania State University and the University of Pennsylvania. Paul graduated cum laude from the Temple University School of Law in 1996, where he was a member of the Environmental Law Council and the Environmental Law and Technology Journal.
Before entering law school, Paul worked in biomedical research at the Transplant Laboratory of the University of Pittsburgh School of Medicine, and at the Cerebrovascular Research Center of the University of Pennsylvania. After graduation, Paul served for five years as Assistant Counsel to the Pennsylvania Department of Environmental Protection ("DEP:), primarily in major Superfund litigation. After leaving the DEP, and before joining SFMS, Paul worked as a consultant to the insurance industry, providing training for professional certification examinations for liability underwriters.
Paul is co-author of 'EEG Spectroanalysis of Acute Focal Ischemia Under Halothane Anesthesia Using Glutamate Antagonist MK-80 l ,' published in the Klinikai Kislerleti Kutato es II, Elettani Intezet, SOTE, June 1990; and 'Private Rights of Action Under State Unfair Claims Settlement Practices Acts,' published in the Journal oflnsurance Regulation, Spring 1998, v. 16. He resides with his family in Chadds Ford, Pennsylvania and is active in community affairs.
To learn more about SFMS and for biographies of all of its professionals, please visit our website at www.sfmslaw.com. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 355 of 383 PageID: 6073
Kolin C. Tang California Office - Los Angeles Telephone: 323-510-4060 Facsimile: 866-300-7367 Email: [email protected]
Kolin C. Tang joined SFMS is 2009. He is admitted to practice law in the State of California with his admission pending in the State of New York.
At SFMS, Kolin concentrates his work on securities and commercial litigation throughout the United States. Kolin plays a key role on the SFMS Tracker5M team, a group within the Firm that is dedicated to working with attorneys, computer programmers, investment analysts and other staff members to ensure that clients' investment portfolios are appropriately monitored to identify losses arising from corporate fraud and other misconduct, as well as to recommend the level of participation a given situation requires and recover funds obtained on clients' behalf through appropriate action. In addition to his work in securities and commercial litigation, Kolin also performs significant work in the Firm's growing whistleblower practice, on both cases arising in the United States and overseas.
Kolin received his undergraduate degree in Economics and History with honors from the University of California at Berkeley, and earned his law degree from The George Washington University Law School in 2011, where he was a member of The George Washington International Law Review. As a summer associate with SFMS in 2009 and 2010, Kolin worked on antitrust, consumer fraud, and securities cases. He has also worked as a legal intern at the Federal Trade Commission, where he was involved with antitrust and consumer protection issues. Currently, Kolin's practice is focused on representing clients in securities, complex litigation and whistleblower matters.
Kolin is a member of the American Bar Association and cutTently resides in New York City.
To learn more about SFMS and for biographies of all of its professionals, please visit our website at www.sfmslaw.com. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 356 of 383 PageID: 6074
Christine Mon joined SFMS in 2014 as a Paralegal. Ms. Mon earned an Associate's Degree and Paralegal Certificate from Peirce College. Before joining SFMS, Ms. Mon worked for 22 years at a Philadelphia law firm as a paralegal. Ms. Mon's responsibilities include maintaining and overseeing case management oflitigation files, preparing court pleadings and briefs, drafting complaints, maintaining and filing electronic court records, and coordinating and organizing meetings and conferences. Ms. Mon assists SFMS attorneys tluoughout the investigation and litigation stages of action, including research and preparation for trial.
Sue Moss joined SFMS in 2003 as a Paralegal. Ms. Moss is integral to the Firm's day-to-day operations and directly assists and suppmis SFMS attorneys tln·oughout the investigation and litigation stages of litigation actions, including preparation for trial, and providing information to class members. Before joining SFMS, Ms. Moss worked for 15 years at Harvey, Pennington, Herting & Renneisen, Ltd., in Philadelphia, where her responsibilities included assisting attorneys with workers' compensation, personal injury and professional liability defense.
Debbie Tutler joined SFMS in 2008 as a Paralegal. Ms. Tutler graduated from Florida Atlantic University. Prior to joining SFMS, Ms. Tutler had significant law firm paralegal experience where she focused primarily on real estate law. At SFMS, Ms. Tutler concentrated her work on assisting SFMS attorneys in litigating class actions.
To learn more about SFMS and for biographies of all of its professionals, please visit our website at www.sfmslaw.com. Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 357 of 383 PageID: 6075
Exhibit 2 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 358 of 383 PageID: 6076
EXHIBIT2
In re Ductile Iron Pipe Fittings ("DIPF'~ Antitrust Litigation, Civ. No. 12-169 (AET)(LHG) Sheplterd, Finkelman, Miller & Shalt, LLP Reported Hours and Lodestar on a Historical Basis May 10, 2012 through March 31, 2018
HISTORICAL HOURLY NAME STATUS YEAR TOTAL HOURS RATE LODESTAR ATTORNEYS Natalie Finkelman Bennett p 2012 1.50 $650.00 $975.00 Natalie Finkelman Bennett p 2013 1.80 $650.00 $1,170.00 Natalie Finkelman Bennett p 2014 4.00 $700.00 $2,800.00 Natalie Finkelman Bennett p 2015 0.40 $725.00 $290.00 Jayne A. Goldstein p 2012 27.80 $700.00 $19,460.00 Jayne A. Goldstein p 2017 0.10 $775.00 $77.50 Jayne A. Goldstein p 2018 0.80 $775.00 $620.00 James C. Shah p 2012 3.00 $700.00 $2,100.00 James C. Shah p 2013 1.10 $700.00 $770.00 Scott R. Shepherd p 2012 1.00 $750.00 $750.00 Nathan Zipperian p 2014 0.20 $600.00 $120.00 Paul Rettinger A 2014 224.00 $475.00 $106,400.00 Kolin C. Tang A 2012 17.80 $325.00 $5,785.00 NON-ATTORNEYS Christine Moss PL 2014 0.70 $185.00 $129.50 Sue Moss PL 2012 1.30 $185.00 $240.50 Sue Moss PL 2014 0.10 $185.00 $18.50 Sue Moss PL 2015 0.20 $185.00 $37.00 Debbie Tutler PL 2012 0.60 $175.00 $105.00 TOTAL: 286.40 $141,848.00
(P) Patiner (A) Associate (INV) Investigator
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In re Ductile Iron Pipe Fittings ("DIPF") Antitrust Litigation, Civ. No. 12-169 (A
EXHIBIT3
Shepherd, Finkelman, Miller & Shalt, LLP Expenses Incurred
Inception - March 31, 2018
CATEGORY AMOUNT INCURRED Comi Fees (filing, etc.) $700.00 Computer Research (Lexis, Westlaw, PACER, etc.) $0.00 Document Production $0.00 Expe1is I Consultants $0.00 Messenger Delive1y $0.00 Photocopies - In House $114.75 Photocopies - Outside $0.00 Postage $15.85 Service of Process $273.48 Overnight Delive1y (Federal Express, etc.) $0.00 Telephone I Facsimile $0.00 Transcripts (Hearings, Depositions, etc.) $0.00 Travel (Airfare, Ground Travel) $0.00 Travel (Meals and Lodging) $27.50 TOTAL $1,131.58
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EXHIBIT U Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 375 of 383 PageID: 6093 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 376 of 383 PageID: 6094 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 377 of 383 PageID: 6095 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 378 of 383 PageID: 6096 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 379 of 383 PageID: 6097 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 380 of 383 PageID: 6098 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 381 of 383 PageID: 6099 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 382 of 383 PageID: 6100 Case 3:12-cv-00169-AET-LHG Document 338-2 Filed 05/09/18 Page 383 of 383 PageID: 6101 Case 3:12-cv-00169-AET-LHG Document 338-3 Filed 05/09/18 Page 1 of 4 PageID: 6102
IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
______: IN RE DUCTILE IRON PIPE FITTING : (“DIPF”) INDIRECT PURCHASER : Civ. No. 12-169 (AET)(LHG) ANTITRUST LITIGATION : ______:
[PROPOSED] ORDER APPROVING (1) AWARD OF ATTORNEYS’ FEES, (2) REIMBURSEMENT OF EXPENSES, AND (3) SERVICE AWARDS
THIS MATTER, having come before the Court on the Indirect Purchaser
Plaintiffs’ (“IPPs”) Motion for Attorneys’ Fees, Reimbursement of Litigation
Expenses, and Service Awards, filed on May 9, 2018;
And the Court, having reviewed the motion and its accompanying
memorandum, supporting declarations, and the file;
And, the Court having separately granted final approval to settlements entered
between IPPs and McWane, Inc. and its divisions Clow Water Systems Co., Tyler
Pipe Company, and Tyler Union, Star Pipe Products, Ltd., and SIGMA Corp. (the
“Settlements”);
And good cause having been shown;
IT IS ON THIS ______DAY OF ______, 2018, HEREBY ORDERED,
ADJUDGED AND DECREED:
1. The notice adequately and reasonably afforded Settlement Class
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members the opportunity to object to the proposed request for an award of attorneys’
fees, reimbursement of litigation expenses, and service awards to the class
representatives. No objections were filed.
2. The Settlements confer a substantial benefit on the indirect purchaser
Settlement Classes.
3. Interim Co-Lead Counsel have described the vigorous and effective
pursuit of the IPPs’ claims before this Court. Those efforts included, among other
things: (i) a thorough investigation of potential claims against McWane, Star, and
SIGMA (ii) development, review, and analysis of the discovery record, which
included documents produced by defendants; (iii) preparation for and participation in
depositions of plaintiffs, defendants, and experts; (iv) research for and drafting of
consolidated and amended complaints; (v) extensive briefing and oral argument on
the motions to dismiss and the class certification motion; (vi) discovery of third-
parties, (vii) working with an expert to prepare a class and merits damages report;
(viii) opposing McWane’s motion to exclude IPPs’ expert’s opinions; (ix)
appearances before the Court in person and by telephone for motions and status
conferences; (x) mediations with all the defendants before well-qualified mediators;
and (xi) negotiating the terms of the Star, SIGMA and McWane Settlement
Agreements and preparing the required settlement documents.
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4. In granting IPPs’ request for an award of attorneys’ fees, I have
considered the factors in In re Prudential Ins. Co. Am. Sales Practice Litig. Agent
Actions, 148 F.3d 283, 333 (3d Cir. 1998) and Gunter v. Ridgewood Energy Corp.,
223 F.3d 190, 195 n.1 (3d Cir. 2000): (1) the size of the fund created and the number
of persons benefitted; (2) the presence or absence of substantial objections by
members of the class to the settlement terms or fees requested by counsel; (3) the
skill and efficiency of the attorneys involved; (4) the complexity and duration of the
litigation; (5) the risk of nonpayment; (6) the amount of time devoted to the case by
IPPs’ counsel; (7) awards in similar cases; (8) the value of benefits attributable to
the efforts of class counsel relative to the efforts of other groups; (9) the percentage
fee that would have been negotiated in a private contingent fee arrangement; and (10)
any innovative settlement terms.
5. The Court finds that requested fee of one-third of the total amount of the
Star, SIGMA, and McWane settlements is fair and reasonable and within the range
of fees ordinarily awarded in this district and throughout the Third Circuit. The Court,
therefore, grants Interim Co-Lead Counsel attorneys’ fees in the amount of
$______. Interim Co-Lead Counsel is hereby authorized to allocate the
fee awarded by the Court among all other counsel who rendered professional services
on behalf of the IPPs in a manner which, in Interim Co-Lead Counsel’s opinion, fairly
reflects the benefit of the services rendered.
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6. The Court also grants Interim Co-Lead Counsel reimbursement of
litigation expenses of $______to be distributed to the firms that incurred
such expenses. The Court finds that these expenses were necessary, reasonable and
proper in the pursuit of this litigation.
7. The proposed class representatives were extensively involved in this
case and devoted substantial time and energy to their duties, including working with
counsel to understand the workings of the DIPF market, collecting relevant
documents, responding to interrogatories, and preparing and sitting for depositions.
The Court therefore grants service awards of $15,000 each to Yates Construction Co.,
Inc., South Huntington Water District, Waterline Industries Corp., City of Hallandale
Beach, Wayne County, T.C. Construction Company, Water District No. 1 of Johnson
County, and the Village of Woodbridge, payable from the settlement funds, for their
efforts in this litigation and their roles in bringing about the recovery on behalf of the
IPPs.
______HON. ANNE E. THOMPSON UNITED STATES DISTRICT JUDGE
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CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the Notice of Motion by
Indirect Purchaser Plaintiffs for an Award of Attorneys’ Fees, Reimbursement of
Litigation Expenses, and Service Awards to the Class Representatives, the brief
and declaration in support thereof and the exhibits thereto, a proposed form of
order, and this Certificate of Service have been served on all counsel of record via
the Court’s ECF system.
/s/ Robert S. Kitchenoff Dated: May 9, 2018