u •
1 BRIGHTON INVESTMENTS, LTD., a [Related to Case Nos. BC 409658, BC 413821, 2 California limited partnership, et al, BC 413820 BC 422257 and BC 456932]
3 Defendants. March 1, 2017 4 Time: 8:30 a.m. AND RELATED CROSS-ACTIONS Department: 48 5
6 DOUGLAS HALL, as Co-Trustee of the 7 VIVIAN H. HALL IRA and Derivatively on Behalf of CRESCENT SECURITIES, 8 Plaintiff, 9 v. 10 PAMELA CHAIS as executor of the estate 11 of STANLEY CHAIS, et al.
12 Defendants,
13 and
14 THE POPHAM COMPANY,
15 First Nominal Defendant,
16 and
17 MARLOMA SECURITIES,
18 Second Nominal Defendant.
19 AND
20 STEVEN HEIMOFF, as Trustee of the STEVEN HEIMOFF IRA and Derivatively 21 on behalf of MARLOMA SECURITIES,
22 Plaintiff,
23 v.
24 PAMELA CHAIS as executor of the estate of STANLEY CHAIS, et al, 25 Defendants, 26 and
27 THE POPHAM COMPANY, 28 {00063251.DOCX;} DECLARATION OF PLAINTIFFS' COUNSEL IN SLiPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MOTION FOR ATTORNEYS' FEES AND REID1BliRSEMENT OF EXPENSES •
1
2 and
3 MARLOMA SECURITIES,
4 Second Nominal Defendant.
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28 {00063251.DOCX;} DECLARATION OF PLAINTiFF5' COUNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND A90TION FOR ATTORNEYS' FEES AND RElA1BURSEMENT OF EXPENSES • •
1 I, Marvin Gelfand, hereby declare as follows:
2 1. I am a shareholder in the law firm of Weintraub Tobin Chediak Coleman
3 Grodin Law Corporation (the "Weintraub Firm") formerly Weismann Wolff Bergman
4 Coleman Grodin and Evall, LLP. I jointly submit this declaration with Barry Weprin of
5 Milberg, LLP (the "Milberg Firm") in support of Plaintiffs' Motion for Final Approval of
6 Derivative Settlement.
7 I, Barry Weprin, hereby declare as follows:
8 1. I am of counsel to Milberg LLP. I jointly submit this declaration with Marvin
9 Gelfand (Marvin Gelfand and Barry Weprin collectively, "Plaintiffs' Counsel") of the
10 Weintraub Firm in support of Plaintiffs' Motion for Final Approval of Derivative Settlement.
11 We,Plaintiffs' Counsel, hereby jointly declare as follows:
12 2. In 2009, Plaintiffs Bottlebrush Investments, L.P., derivatively on behalf of The
13 Lambeth Company; Leghorn Investments, Ltd., derivatively on behalf of The Brighton
14 Company; Douglas Hall, as Co-Trustee of the Vivian Hall IRA, derivatively on behalf of both
15 The Popham Company and one of its limited partners, Marloma Securities; and Steven
16 Heimoff, as Trustee of the Steven Heimoff IRA, derivatively on behalf of both The Lambeth
17 Company and one of its limited partners, Crescent Securities) ("Plaintiffs") filed four separate
18 derivative actions against Stanley Chais,2 among others, in this Court seeking recovery of
19 funds lost in the Madoff Ponzi scheme, and alleging, among other things, breach of fiduciary
20 duty, breach of contract, negligence, fraud, unjust enrichment and fraudulent conveyance (the
21 "Derivative Actions") on behalf of the California Limited Partnerships against the Stanley
22 Chais Defendants3 and the Chais Related Defendants4 (collectively, the "Settling Defendants").
23 ' Marloma Securities and Crescent Securities are the "Sub-Partnerships." Plaintiffs also filed amended complaints which, after Chais passed away named Pamela Chais as executor of the 24 2 Estate of Stanley Chaffs (the "Chaffs Estate"). The Stanley Chaffs Defendants are the Estate of Stanley Chaffs; Pamela Chaffs; Appleby Productions Ltd.; 25 3 Appleby Productions Ltd. Defined Contribution Plan; Appleby Productions Ltd. Money Purchase Plan; Appleby Productions Ltd. Profit Sharing Plan; Chaffs Investments, Ltd.; Chaffs 1991 Family Trust; and the Chaffs Family 26 Foundation. 27 4 The Chaffs Related Defendants are Emily Chasalow; Mark Chaffs; William Chaffs; Michael Chasalow; Miri Chaffs, Wrenn Chaffs; 1994 Trust for the Children of Stanley and Pamela Chaffs; 1996 Trust for the Children of 28 Stanley and Pamela Chaffs, referred to in the Complaint as The 1996 Trust for the Children of Pamela Chaffs And {00063251.DOCX; } 1 DECLARATION OF PLAINTIFFS' COUNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBLiRSEMENT OF EXPENSES • •
1 3. Plaintiffs' allege that since the 1970s, the late Stanley Chais purported to be in
2 the business of managing private capital investments. As part of this business, Chais created
3 the California Limited Partnerships, for which he was the general partner, and instigated the
4 creation of the Sub-Partnerships whose sole purpose was investing in the California Limited
5 Partnerships. Chais induced investors to invest with the California Limited Partnerships and
6 the Sub-Partnerships by falsely representing that he was personally investing, managing, and
7 overseeing their capital through atried-and-true, low risk method of"arbitrage trading" that
8 earned consistent returns regardless of market fluctuations. He also received hundreds of
9 millions of dollars in the guise of"management fees."
10 4. Plaintiffs further allege that unbeknownst to the investors, at the direction of
11 Chais, the California Limited Partnerships were "feeder funds" that placed all of the monies
12 invested with Madoff and BLMIS. In his action against Chais, the Trustee has alleged that
13 Chais was one of BLMIS' earliest investors and opened more than 60 accounts with BLMIS.
14 Stanley Chais; 1999 Trust For The Children Of Stanley And Pamela Chais; 1999 Trust for the Grandchildren of Stanley and Pamela Chais; Emily Chais 1983 Trust; Emily Chais Trust No. 1, Emily Chais Trust No. 2, and Emily 15 Chais Trust No. 3, referred to collectively in the Complaint as The Emily Chais Trust; Emily Chais Issue Trust No. 1 and Emily Chais Issue Trust No. 2, referred to collectively in the Complaint as The Emily Chais Issue 16 Trust; Mark Hugh Chais Trust No. 1, Mark Hugh Chais Trust No. 2, and Mark Hugh Chais Trust No. 3, referred 1 ~ to collectively in the Complaint as The Mark Hugh Chais Trust; Mark Hugh Chais Issue Trust No. 1 and Mark Hugh Chais Issue Trust No. 2, referred to collectively in the Complaint as The Mark Hugh Chais Issue Trust; 1 g Mark Hugh Chais 1983 Trust; William Frederick Chais Trust No. 1, William Frederick Chais Trust No. 2, and William Frederick Chais Trust No. 3, referred to collectively in the Complaint as The William Frederick Chais Trust; William Frederick Chais Issue Trust No. 1 and William Frederick Chais Issue Trust No. 2, referred to 19 collectively in the Complaint as The William F. Chais Issue Trust; William Frederick Chais 1983 Trust; The 20 William and Wrenn Chais 1994 Family Trust; Ari Chais 1999 Trust; Ari Chais Transferee Trust No. 1, referred to in the Complaint as The Ari Chais Transferee #1 Trust; Benjamin Paul Chasalow 1999 Trust; Benjamin Paul Chasalow Transferee Trust No. 1, referred to in the Complaint as The Benjamin Paul Chasalow Transferee #1 21 Trust; Chloe Frances Chais 1994 Trust, referred to in the Complaint as The Chloe Francis Chais 1994 Trust; Chloe Frances Chais Transferee Trust No. 1, referred to in the Complaint as The Chloe Francis Chais Transferee 22 #1 Trust; Jonathan Wolf Chais 1996 Trust, referred to in the Complaint as The Jonathan Wolf Chais Trust; Jonathan Chais Transferee Trust No. 1, referred to in the Complaint as The Jonathan Chais Transferee #1 Trust; 23 Justin Robert Chasalow 1999 Trust; Justin Robert Chasalow Transferee Trust No. 1, referred to in the Complaint as The Justin Robert Chasalow Transferee #1 Trust; Madeline Celia Chais 1992 Trust; Madeline Chais Transferee 24 Trust No. 1, referred to in the Complaint as The Madeline Chais Transferee #1 Trust; Rachel Allison Chasalow 1999 Trust; Rachel Allison Chasalow Transferee Trust, referred to in the Complaint as The Rachel Allison 25 Chasalow Transferee #1 Trust; Tali Chais 1997 Trust; Tali Chais Transferee Trust No. 1, referred to in the Complaint as The Tali Chais Transferee #1 Trust; Unicycle Trading Company; Unicycle Corp., individually and 26 as the General Partner of Unicycle Trading Company; Unicycle Corporation Money Purchase Plan; Onondaga, 27 Inc., individually and as General Partner of Chais Investments Ltd.; The Onondaga, Inc. Money Purchase Plan; The Onondaga, Inc. Defined Benefit Pension Plan; Chais Management, Inc., individually and as General Partner 28 of Chais Management Ltd.; Chais Management Ltd.; and Chais Venture Holdings. {00063251.DOCX;} 2 DECLARATION OF PLAINTIFFS' COUNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBtiRSEMENT OF EXPENSES • •
1 ~ As is now well known, Madoff, acting through BLMIS, had been running a Ponzi scheme for
2 ~ many years. As a result, the investors in the California Limited Partnerships have lost their
3 entire investments.
4 5. Chais was solely responsible for the management and investment strategy of the
5 California Limited Partnerships and Plaintiffs allege he knew, or should have known, that
6 BLMIS was based on a fraud. Furthermore, as the general partner of the California Limited
7 Partnerships and a purported investment professional, Chais owed the investors contractual and
8 fiduciary duties, which were breached when, without the knowledge of the investors, he
9 invested their contributions with BLMIS without undertaking any meaningful supervisory role
10 over the performance of the investments; instead he abdicated all responsibility to Madoff and
11 BLMIS.
12 6. Plaintiffs also allege that Chais created numerous sham entities, which were
13 operated solely under Chais' direction and control, in an attempt to evade any potential
14 judgment against him. Hundreds of millions of dollars in cash has been distributed to these
15 sham entities, and other individuals related to Chais.
16 7. Also in 2009, the California Attorney General filed suit against Chais for
17 wrongful conduct arising from the investments in the Madoff Ponzi scheme (the "AG Action").
18 The AG Action sought penalties from Chais for violating California Securities Laws, and
19 restitution for investors in the California Limited Partnerships. Unlike the Derivative Actions,
20 the AG Action named only a single defendant, Stanley Chais.5 By contrast, the Derivative
21 Actions named numerous other individuals and entities, such as the Chais Related Defendants.
22 The Derivative Actions, therefore, had the ability to recover assets from individuals and
23 entities who benefitted from the fraud but who were not sued by the Attorney General.
24 8. In May 2009, the Trustee, as part of the BLMIS liquidation proceeding pending
25 ~ in the Bankruptcy Court in New York, filed an adversary proceeding against Chais, his family
26 members, and entities related to Chais (the "Avoidance Action"). In the Avoidance Action, the
27 5 The California AG also named Does 1-100, inclusive, on behalf of investors in the California Limited Partnerships as defendants. 28 {00063251.DOCX;} 3 DECLARATION OF PLAINTIFFS' COIiNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBIiRSEMENT OF EXPENSES •
1 Trustee sought to recover approximately $1.32 billion in BLMIS
2 transfers that the Trustee alleges were made directly or indirectly to the Defendants and the
3 California Limited Partnerships over the lifetime of their BLMIS accounts. The Trustee
4 asserted that the California Limited Partnerships' accounts were credited with $995 million of
5 fictitious profits from the Ponzi scheme. The Trustee alleged that Chais and certain related
6 parties were complicit in Madoffs' scheme.
7 9. Since Plaintiffs' actions were filed in 2009, the parties to the Litigation6 have
8 engaged in extensive discovery and motion practice before the Court. Collectively, the parties
9 produced thousands of documents during the course of the Litigation. Plaintiffs took and
10 defended numerous depositions, including Stanley Chais' deposition taken over the course of
11 nine sessions in January, March, and Apri12010, before he passed away in the fall of 2010.
12 Plaintiffs also deposed Chais' accountant, Francis X. Montavani and the Trustee of some of the
13 Trusts established by Chais. Deposition testimony was also given by Individual Plaintiffs Hall
14 and Heimoff, and by Pearl Gardner as representative of Bottlebrush and by certain other
15 investors in the California Limited Partnerships.
16 10. The Defendants have denied the claims asserted against them and disclaim any
17 ~ liability for damages and otherwise deny having engaged in any wrongdoing or violation of
18 law of any kind whatsoever. Their defenses have been asserted in demurrers before this Court.
19 11. Throughout the course of this action, certain Defendants argued, in demurrers
20 filed with the Court, that some of the claims brought by the Plaintiffs should be dismissed for
21 various reasons, including statute of limitations and other pleading related grounds, and
22 because, under the bankruptcy laws, any successful claim would belong exclusively to the
23 Trustee. As such, it was argued that Plaintiffs are barred from pursuing those claims in this
24 Court pursuant to an automatic stay imposed by the bankruptcy laws. Plaintiffs opposed this
25 argument.
26 ///
27 ~ The "Litigation" refers to the Derivative Actions, the AG Action and the Avoidance Action, collectively. 28 {00063251.DOCX;} 4 DECLARATION OF PLAINTIFFS' COUNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES • •
1 12. In connection with Defendants' assertion that, under the Bankruptcy Laws
2 Plaintiffs' claims could only be asserted by the Trustee, this Court requested that the Trustee
3 either intervene in this Action or file an appropriate action in Bankruptcy Court to allow those
4 Claims to be heard.
5 13. On January 4, 2012, priar to this Court finally ruling on the pending demurrer,
6 the Trustee filed his Adversary Proceeding against Plaintiffs and the AG (the "Injunction
7 Action") seeking to preclude them from continuing to litigate the actions they filed in this
8 Court, on the ground that the automatic stay applied to both the Plaintiffs' Actions and the AG
9 Action.
10 14. In addition to filing the Injunction Action the Trustee filed an application with
11 the Bankruptcy Court to stay the California Limited Partners' action and the AG Action and
12 otherwise enjoin the Plaintiffs in the Derivative Actions and the Attorney General from
13 litigating the actions or any other actions against any of the defendants in the Avoidance
14 Action pending the resolution of the Avoidance Action.
15 15. In the Injunction Action, the Trustee alleged that recoveries sought in the
16 Derivative Actions and the AG Action were duplicative in substantial part of the recoveries
17 sought by the Trustee in the Avoidance Action, and the Defendants did not have sufficient
18 assets to satisfy a judgment in the Trustee's favor in the Avoidance Action, and thus any
19 judgment obtained by the Plaintiffs or the AG would necessarily diminish the Trustee's ability
20 to recover from the defendants in the Avoidance Action.
21 16. The Trustee's proposed preliminary injunction would have barred the Plaintiffs
22 and the Attorney General from pursuing claims against and recovering from the defendants
23 until after resolution of the Avoidance Action. The California Limited Partnerships and the
24 Attorney General opposed the Trustee's request for injunctive relief and otherwise challenged
25 the positions asserted by the Trustee in the Injunction Action. The motion for an injunction
261 was fully briefed. During the argument on the merits in July 2012, Bankruptcy Judge Lifland
27I invited the parties into chambers and proposed that they mediate their claims. On July 18,
{00063251.DOCX;} 5 DECLARATION OF PLAINTIFFS' COIiNSEL IN SLiPPORT OF PLAINTIFFS' MOTION FOR F1NAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBIiRSEMENT OF EXPENSES •
2012, the parties to the Injunction Action and the Avoidance Action were ordered to mediation.
2 17. As a result of the direction of the Bankruptcy Court, the Trustee, the Attorney
General, the Plaintiffs, the Stanley Chais Defendants and the Chais Related Defendants
4 engaged in multiple mediation conferences and related mediation communications with the
5 ~ Hon. James L. Garrity, Jr, retired Bankruptcy Judge, as mediator.
6 18. After negotiations and mediation conferences conducted over nearly four years,
7 including anumber offace-to-face meetings among counsel, multiple exchanges of
8 information and drafts between and among the parties, and clarifying developments in the
9 applicable case law, the parties have collectively agreed to resolve this Litigation (the
10 "Settlement") and Plaintiffs have entered into an a agreement dated October 19, 2016 (the
11 "Settlement Agreement"),~ with the Settling Defendants.$
12 19. The Settlement provides for the creation of the Restitution Fund to compensate
13 investors in the California Limited Partnerships and/or Sub-Partnerships. The Restitution
14 Fund9 will consist of a combined total of Twenty Million, Two Hundred Thousand Dollars
15 ($20,200,000.00), less not more than Four Million Dollars awarded by the Court for Plaintiffs'
16 counsels' attorneys' fees and reimbursement of expenses, and any amounts awarded by the
17 Court for incentive awards to the Individual Participants (a minimum of $16,100,000 for
18 investors). The value of the Restitution Fund is reasonable in light of the risks presented in this
19 action and the potential delay, expense, and uncertainty of further pursuing Plaintiffs' claims.
20 20. Disbursements from the Restitution Fund shall be made by the AG in
21 accordance with the AG Settlement Agreement including the actual amounts that a Restitution
22 Fund Claimant will actually receive. Those investors in the California Limited Partnerships
23 and/or Sub-Partnerships seeking to recover monies from the Restitution Fund must submit a
24 of the Settlement Agreement is attached hereto as Exhibit 1. 25 A copy g Three separate agreements were negotiated and executed simultaneously, including the agreement between the and the Chais' parties and the settlement agreement between the California Attorney General and the 26 Trustee Trustee and Chais (the "AG Settlement Agreement"). A copy of the AG Settlement Agreement is attached hereto as Exhibit 2. 27 9 The Restitution Fund consists of contributions provided in both the Settlement Agreement and the AG Settlement Agreement. 28 {00063asi.~ocx;} 6 DECLARATION OF PLAINTIFFS' COUNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES • u
1 claim in accordance with the procedures established by the AG Settlement Agreement.
2 21. Those claimants who incurred either a "Net Loss" or a "Nominal Loss" in
3 relation to his, her or its investments) will be eligible to recover from the Restitution Fund in
4 the proportion set forth in the AG Settlement Agreement in Section 4 thereof.
5 22. "Net Loss" means, with respect to a Restitution Fund Claimant, the amount by
6 which the aggegate of all investments made by such Restitution Fund Claimant to the
7 California Limited Partnerships and/or Sub-Partnerships exceeds the aggregate amount of
8 distributions received by such Restitution Fund Claimant on account thereof.
9 23. "Nominal Loss" means, with respect to a Restitution Fund Claimant, the sum of
10 such Restitution Fund Claimant's interests in the California Limited Partnerships' account
11 ~ balances with BLMIS as of December 11, 2008.
12 24. Under the Settlement Agreement, the parties seek to obtain from the Court the
13 judicial dissolution, wind down and termination of existence for all purposes of the California
14 Limited Partnerships in accordance with California law. It is proposed by Defendant that
15 Jeffrey L. Golden, Esq., whose resume is attached hereto as Exhibit 3, be in charge of the wind
16 down. In addition, the Parties will seek to obtain the injunctive relief in the form set forth in
17 Section 7(b) of the Agreement.
18 25. In connection with the Court's approval of the Settlement Agreement, all claims
19 asserted by any of the Plaintiffs, including claims against Defendants, each Affiliate thereof,
20 will be dismissed with prejudice. Finally, the Trustee shall release all potential claims for
21 clawback against the California Limited Partnerships and the investors.
22 26. The Settlement Agreement was reached through arms'-length bargaining
23 between experienced attorneys highly familiar with the case's issues during formal
24 negotiations with opposing counsel on a number of occasions.
25 27. Prior to agreeing to the Settlement Agreement, Plaintiffs' Counsel conducted a
26 careful legal analysis, thoroughly examined the facts relating to the allegation, and evaluated
27 the strengths and weaknesses of Plaintiffs' claims against each of the settling parties.
28 o63zs~.~ocx;} 7 DECLARATION OF PLAINTIFFS' COUNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATNE SETTLEMENT AND FOR ATTORNEI'S' FEES AND REIMBURSEMENT OF EXPENSES •
1 28. Plaintiffs' Counsel has substantial experience litigating complex matters,
2 including shareholder derivative matters and class actions, and a long and successful record of
3 ~ prosecuting actions to favorable resolutions.
4 29. Based on Plaintiffs' investigation, of the claims, review of documents, and
5 ~ extensive analysis of the Settling Parties' asserted defenses, Plaintiffs believe that their claims
6 ~ are all on the merits particularly against Chais.
7 30. Nevertheless, the Trustee claimed priority over any of the recoveries in this
8 case, and asserted that he could seek to recoup any recovery by the California Partnerships for
9 the benefit of the general Madoff Bankruptcy Estate. The Trustee ageed to assign his claims
10 to Defendants if they settled and Plaintiffs did not. Litigation related to the proposed
11 assignment by the Trustee to Defendants would have been complex and increased the risk.
12 Accordingly, Settlement was appropriate.
13 31. On November 18, 2016, the Bankruptcy Court approved the Trustee's
14 settlement of the Litigation and authorized the Trustee to sign onto the Settlement Agreement
15 on a Limited Basis as provided in the Settlement Agreement, i,e., subject to approval herein.10
16 32. Reaching this Settlement came at no small expense to the representative
17 plaintiffs, Douglas Hall, Steven Heimoff, Pearl Gardner, President of Bottlebrush Financial,
18 Inc., general partner of Bottlebrush, and Robert Glusman, general partner of Leghorn
19 (collectively, "the Representatives"). Mr. Hall, Mr. Heimoff, Ms. Gardner, and Mr. Glusman
20 performed hundreds of hours of work both before and after the action was filed and over the
21 course of more than seven years prosecuting this case for the benefit of other investors. And
22 like all victims of the notorious Madoff Ponzi scheme, they will only recover a fraction of their
23 losses. Mr. Hall and Mr. Heimoff have submitted declarations detailing their efforts, which are
24 attached hereto as Exhibits 5 and 6 respectively. In recognition of their extraordinary efforts,
25 Plaintiffs' counsel requests that the Court award incentive payments of $25,000 to each of the
26 four individuals named above.
27 10 A true and correct copy of the Bankruptcy Court's Order is attached hereto as Exhibit 4. {00063251.DOCX;} g DECLARATION OF PLAINTIFFS' COUNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBLiRSEMENT OF EXPENSES • •
11 33. In its November 29, 2016 Preliminary Approval Order, the Court approved the
2~ form and content of the notice to be disseminated to the California Limited Partnerships'
3 current limited partners (the "Notice") and the notice plan.~ 1
4 34. On December 21, 2016, Notice of the Settlement Agreement was mailed to the
5 Limited Partners by first-class mail, postage prepaid, to the last known addresses of the
6 Limited Partners, and was also mailed to the partners of any partnership (in addition to the
7 Sub-Partnerships) that was a limited partner of the California Limited Partnerships, to the 12 extent that such partners' identities and their last known addresses are identified.
9 35. On December 28, 2016, a press release containing a direct link to the Notice of 13 10 Settlement was issued.
11 36. On December 20, 2016, the Notice of Settlement and the Settlement Agreement
12 was posted on Plaintiffs' counsel's websites.
13 37. The Court-approved Notice summarized the terms of the proposed derivative
14 settlement and provided a link to Plaintiffs' counsel's firm websites (www.milberg.com and
15 www.weintraub.com), where a copy of the Settlement Agreement, the Complaint, preliminary
16 approval orders, and other documents are available for viewing.
17 38. As indicated in the Notice, this final approval motion, Plaintiffs' motion for'
18 attorneys" fees, expenses, and incentive awards, and the supporting papers will also be made
19 available on the same website promptly after filing with the Court.
20 39. The Notice adequately informed the limited partners of the California Limited
21 Partners of the terms of the proposed derivative settlements and their rights with respect
22 thereto. The Notice further advised the limited partners of(i) the attorneys' fees, expenses, and
23 incentive awards to be sought by Plaintiffs in connection with their motion for final approval of
24 the settlements; (ii) the date by which any objections must be filed with the Court; and (iii) the
25 date on which the Court will determine whether the settlements will be granted final approval
26 ~ ~ Attached hereto as Exhibit 7 is a true and correct copy of the Preliminary Approval Order. 12 Attached hereto as Exhibit 8 is a true and correct copy of the declaration of Christopher Amon which sets forth 27 the details concerning the verification of the service of the Notice of the Settlement Agreement. 13 Exhibit 9. 28 {00063zs~.~ocx;} 9 DECLARATION OF PLAINTIFFS' COUNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES • CJ~
1 and whether Plaintiffs' motion for attorneys' fees, expenses, and incentive awards should be
2 approved. Accordingly, the notice plan was reasonably calculated to reach a substantial
3 portion of the limited partners.
4 40. The Notice and the notice plan fully satisfied any applicable due process
5 ~ requirements.
6 41. Plaintiffs' counsel have spent seventeen 17,505 hours representing a lodestar of
7 $8,982,416.80 prosecuting this case on a wholly contingent basis over the past seven plus
8 years. They have also incurred $263,205.82 in unreimbursed expenses. The hours, billing rates,
9 and expenses are detailed in the declarations submitted by Weintraub Tobin Chediak Coleman
10 Grodin Law Corporation, Milberg LLP, and Seeger Weiss, LLP, submitted herewith as
11 Exhibits 10, 11, and 12 respectively.
12 42. Plaintiffs' counsel seeks an award of $4 million for their fees and expenses in
13 these actions. Pursuant to the Settlement Agreement expenses are paid out of the same fund as
14 the attorneys' fees and thus reduce the amount of attorneys' fees that can be applied for.
15 43. The $4 million in attorneys' fees sought represent 43.26% of the value of the
16 legal time expended in this case. Thus Counsel are not seeking a multiplier of their time as is
17 allowed in contingent cases of this type. In fact, their fee request is a de facto discount from
18 their regular rates.14
19
20
211 22
23
24
25
26
27 14 Attached hereto as Exhibit 13 is a [Proposed] Order of final approval of settlement, approving attorneys' fees, expenses, and approving representative plaintiffs' incentive awards. 28 costs, and {00063251.DOCX;} 1 DECLARATION OF PLAINTIFFS' COLiNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERNATIVE SETTLEMENT AND FOR ATTORNEI'S' FEES AND REIMBURSEMENT OF EXPENSES 1 I declare under penalty of perjury under the laws of the State of California that the 21 foregoing is true and correct. Executed thisl~ day of Ja~G~►-y 2~in ~s Angeles, California. 3 m 4
5 1 declare under penalty of perjury under the law of New York that the
6 foregoing is true and correct. Executed this 19th day of January 20l 7 in New York, New York.
L Barry Weprin 8
9
]0
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28 00063251.DOCX;; ~ ~ DECLARATION OF PLAINTIFFS' COUNSEL IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND MOT[OIY FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES
SETTLEMENT AGREEMENT (CALIFORNIA PRIVATE ACTIONS)
This SETTLEMENT AGREEMENT,dated as of October 19, 2016, is made by and among the following Parties and Limited Party (each as defined further in Section 1 below):(a) Plaintiffs Bottlebrush Investments, L.P., derivatively on behalf of The Lambeth Company; Leghorn Investments, Ltd., derivatively on behalfof The Brighton Company; Douglas Hall, as Co-Trustee of the Vivian Hall IRA, derivati~ly on behalf of both The Popham Company and one of its limited partners, Marloma Securities; and Steven Heimoff, as Trustee of the Steven Heimoff IRA, derivatively on behalf of both The Lambeth Company and one of its limited partners, Crescent Securities;(b) the Stanley Chais Defendants (as defined in Section 1 below); (c) the Chais Related Defendants (as defined in Section 1 below); and (d) solely with respect to Sections 1, 2, and 9 to 26 herein and otherwise subject to the express limitations more fully set forth in this Settlement Agreement, Irving H. Picard, in his capacity as trustee (the "Trustee") under the Securities Investor Protection Act of 1970, 15 U.S.C. §§ 78aaa et seq., as amended, for the liquidation of the business of Bernard L. Madoff Investment Securities LLC("BEMIS") and the substantively consolidated Chapter 7 estate of Bernard L. Madoff("Madoff') (this "Settlement Agreement"). This Settlement Agreement is intended by the Parties to fully, finally and forever resolve, discharge and settle the Released Claims(as defined in Section 1 below), upon and subject to the terms and conditions herein.
RECITALS
A. BEMIS and its predecessor were registered broker-dealers and members of the Securities Investor Protection Corporation ("SIPC").
B. On December 11, 2008, the Securities and Exchange Commission filed a complaint in the United States District Court for the Southern District of New York (the "District Court") against BEMIS and Madoff. On December 12, 2008, the District Court entered an order that, among other things, appointed a receiver for the assets of BEMIS(No. 08-CV-10791 (LLS)).
C. On December 11, 2008, Madoffwas arrested by federal agents for criminal securities laws violations including securities fraud, investment adviser fraud, and mail and wire fraud. At a plea hearing on March 12, 2009, in the case captioned United States v. Madoff, Case No. 09-CR-213(DC), Madoff pleaded guilty to an 11-count criminal information filed against him by the Office of the United States Attorney for the District Court and admitted that he "operated a Ponzi scheme through the investment advisory side of[BEMIS]" and engaged in fraud in the operation of BEMIS (the "MadoffPonzi Scheme").
D. Some or all of the Stanley Chars Defendants and the Chars Related Defendants were customers of BEMIS and maintained customer accounts with BEMIS.
E. On December 15, 2008, the Trustee was appointed as the trustee under the Securities Investor Protection Act of 1970, 15 U.S.C. §§ 78aaa et seq., as amended, for the liquidation of the business of BEMIS in a bankruptcy proceeding currently pending before the United States Bankruptcy Court for the Southern District of New York (the "BankruptcX Court"), Case No. 08-01789(SMB) (the "SIPA Proceeding"); the estate of BEMIS was
Page 1
EXHIBIT 1 substantively consolidated with the Madoff estate after an involuntary bankruptcy proceeding was also initiated against Madoff. The Trustee thereafter commenced an adversary proceeding against the Stanley Chais Defendants and the Chais Related Defendants in the Bankruptcy Court under the caption Picard v. Stanley Chaffs, et al., Adv. Pro. No. 09-01172(SMB) (the "Adversary Proceeding"). In the Adversary Proceeding, the Trustee asserts the Stanley Chaffs Defendants and the Chaffs Related Defendants are liable to the BLMIS estate for certain withdrawals made by the Stanley Chaffs Defendants and the Chaffs Related Defendants from their respective customer accounts at BLMIS.
F. Stanley Chaffs was the general partner of three California limited partnerships known as, respectively, The Brighton Company, The Popham Company and The Lambeth Company (the "California Limited Partnerships").
G. On February 13, 2009, Plaintiff Bottlebrush Investments, LP ("Bottlebrush") filed an action against, among others, the Stanley Chaffs Defendants and the Chaffs Related Defendants in the Los Angeles County Superior Court (the "California Court") seeking recovery of funds allegedly lost in the MadoffPonzi Scheme, and alleging, among other claims, breach of fiduciary duty, breach of contract, negligence, fraud, unjust enrichment and fraudulent conveyance, titled Bottlebrush Investments, LP v. The Lambeth Company, et al., Case No. BC407967 (the "Bottlebrush Action"). The Bottlebrush Action asserts that Bottlebrush is a limited partner in The Lambeth Company and purports to bring claims derivatively on behalf of The Lambeth Company.
H. On February 27, 2009, Plaintiff Leghorn Investments, Ltd.("Leghorn") filed an action against, among others, the Stanley ChaffsDefendants and the Chaffs Related Defendants in California Court seeking recovery of funds allegedly lost in the Madoff Ponzi Scheme, and alleging claims for breach of fiduciary duty, breach of contract, negligence, fraud, unjust enrichment and fraudulent conveyance, titled Leghorn Investments, Ltd. v. Brighton Investments, et al., Case No. BC408661 (the "Leghorn Action"). The Leghorn Action asserts that Leghorn is a limited partner in The Brighton Company and purports to bring claims derivatively on behalf of The Brighton Company.
I. On May 13, 2009, Steven Heimoff("Heimoff') as trustee for the Steven Heimoff IRA, filed an action against, among others, the Stanley Chaffs Defendants and the Chaffs Related Defendants in California Court seeking recovery of funds allegedly lost in the Madoff Ponzi Scheme, and alleging claims for breach of fiduciary duty, breach of contract, fraud, unjust enrichment and fraudulent conveyance, titledHeimoffv. Chaffs, et al., Case No. BC413821 (the "Heimoff Action"). The Heimoff Action purports to bring claims derivatively on behalf of both The Popham Company and one of its limited partners, Marloma Securities, a California limited partnership. Heimoff alleges that the Steven HeimoffIRA was a limited partner in Marloma Securities.
J. On May 13, 2009, Plaintiff Douglas Hall ("Ha11," and together with Bottlebrush, Leghorn and Heimoff, the "Plaintiffs"), as co-trustee for the Vivian Hall IRA, filed an action against, among others, the Stanley Chaffs Defendants and the Chaffs Related Defendants in California Court seeking recovery of funds allegedly lost in the Madoff Ponzi Scheme, and alleging claims for breach of fiduciary duty, breach of contract, fraud, unjust enrichment and fraudulent conveyance, titled Hall v. Chair, et al., Case No. BC413820 (the "Hall Action" and Page 2 collectively with the Bottlebrush Action, the Leghorn Action, and the Heimoff Action, the "California Private Actions"). The Hall Action purports to bring claims derivatively on behalf of both T'he Lambeth Company and one of its limited partners, Crescent Securities, a California limited partnership. Hall alleges that the Vivian Hall IRA was a limited partner in Crescent Securities (together with Marloma Securities, the "Sub-Partnerships").
K. On September 22, 2009, the People ofthe State of California, by and through Attorney General Kamala D. Harris or her designated representatives)(the "Attorney General") filed an action against Stanley Chais and Does 1 through 100, inclusive, in the California Court alleging violations of California Corporations Code Section 25401, California Corporations Code Section 25235, California Business and Professions Code Section 17500 and California Business and Professions Code Section 17200 in connection with Stanley Chais' operation of the California Limited Partnerships, titled The People ofthe State of California v. Stanley Chaffs, et al., Case No. BC422257 (the "CAAG Action," and together with the California Private Actions, the "California Actions").
L. As part of discovery in the California Private Actions, the Plaintiffs took the deposition of Stanley Chaffs over nine days, from January to Apri12010. Deposition testimony was also given by individual Plaintiffs Hall and Heimoff, and certain investors in the California Limited Partnerships. Further, the Plaintiffs, Stanley Chaffs Defendants, Chaffs Related Defendants, and other third parties also made substantial document productions as part of discovery in the California Private Actions.
M. Stanley Chaffs died on September 26, 2010, and the Estate of Stanley Chaffs was thereafter substituted as a defendant in the Adversary Proceeding, the California Private Actions, and the CRAG Action.
N. On January 4, 2012, the Trustee commenced in the Bankruptcy Court an adversary proceeding captioned Picard v. Hall, et al., Adv. Pro. No. 12-01001 (SMB)against the plaintiffs in the California Actions, seeking to enjoin the plaintiffs from prosecuting the California Actions, pursuant to sections 362 and 105 of the Bankruptcy Code, 11 U.S.C. § 101 et seq.
O. The Plaintiffs dispute that section 362 or any other provision of the Bankruptcy Code prevents the Plaintiffs from pursuing the California Private Actions. The Attorney General likewise disputes the Trustee's ability to enjoin prosecution of the CRAG Action.
P. At the direction of the Bankruptcy Court, since August 2012, the Trustee, the Attorney General, the Plaintiffs, and the Stanley Chaffs Defendants and the Chaffs Related Defendants engaged in multiple mediation conferences and related mediation communications with the Hon. James L. Garrity, Jr., at that time retired from the Bankruptcy Court, as mediator.
Q. As a result of these mediation conferences and related mediation communications, the Trustee and the Stanley Chaffs Defendants and the Chaffs Related Defendants have entered into the Trustee Settlement Agreement (as defined in Section 1 below), by which they seek to resolve the Adversary Proceeding. Also as a result of these mediation conferences and related mediation communications, the Attorney General,the Chaffs Related Defendants(who are named as defendants in the Adversary Proceeding and in the California Private Actions, but are not
Page 3 named as defendants in the CRAG Action) and the Stanley Chais Defendants have entered into the AG Settlement Agreement (as defined in Section 1 below), by which they seek to resolve the CRAG Action.
R. Pursuant to the Trustee Settlement Agreement, the Stanley Chais Defendants have agreed to turn over to the Trustee substantially all of their assets, and the Chais Related Defendants have agreed to pay to the Trustee an amount equal to their two-year transfers from their BLMIS accounts, as determined by the Trustee.
S. Pursuant to the AG Settlement Agreement, a fund will be created for compensating the investors in the California Limited Partnerships (the "Restitution Fund"), to be funded by contributions by certain of the Defendants (as defined below in Section 1) in consideration for, inter alia,(i) the termination of the CRAG Action;(ii) the resolution of all disputes between the Trustee and the Attorney General relating to the assets of Stanley Chais and the Estate of Stanley Chais; and (iii) releases by Restitution Fund Claimants (as defined in the AG Settlement Agreement) in favor of the Defendants.
T. Plaintiffs and Defendants wish to settle their disputes about the matters at issue in the California Private Actions without the expense, delay and uncertainty of continued litigation. The Stanley Chais Defendants and the Chais Related Defendants are entering into this Settlement Agreement to fully resolve these matters and without any concession of any wrongdoing, fault or liability on the part of any Stanley Chais Defendant, any Chais Related Defendant, Stanley Chais, or any other defendant in the Adversary Proceeding. This Settlement Agreement is entered into contemporaneously with the AG Settlement Agreement, and the CPAS Effective Date (as defined in Section 2 below) is conditional upon the issuance of the CAAG Approval Order (as defined in Section 1 below)and the CRAG Approval Order becoming Final (as defined in Section 1 below).
U. The maximum total payment that may be made by Defendants as set forth in, and pursuant to, the AG Settlement Agreement and this Settlement Agreement is a combined total of Twenty Million Two Hundred Thousand Dollars ($20,200,000).
V. The Trustee's participation in and obligations under this Settlement Agreement are expressly limited to the provisions set forth in Sections 1, 2, and 9 to 26 herein.
THE SETTLEMENT AGREEMENT
NOW,THEREFORE, IT IS STIPULATED AND AGREED,by and among Plaintiffs, as individuals and derivatively on behalf of the California Limited Parhierships and the Sub- Partnerships, the Stanley Chais Defendants, and the Chais Related Defendants, by and through their respective counsel of record, that, subject to final approval by the California Court and the Bankruptcy Court, in consideration of the foregoing, of the mutual covenants, promises and undertakings set forth herein, and for other good and valuable consideration, the mutual receipt and sufficiency of which are hereby acknowledged, the California Private Actions and the Released Claims shall be finally and fully compromised, settled and released, and the California Private Actions shall be dismissed with prejudice, upon and subject to the terms and conditions of this Settlement Agreement, as follows:
Page 4 Definitions.
As used in this Settlement Agreement, the following terms have the meanings specified in this Section and in the above Recitals:
(a) "Affiliate" means, with respect to any person or entity: (i) its respective predecessors, past, present, and future direct and indirect parents, owners, subsidiaries, affiliated or other related persons or entities of any kind (including but not limited to corporations, partnerships, trusts, and individuals), including the successors and assigns of any of the foregoing;(ii) all past, present and future employees, officers, managers, directors, agents, insurers, members, beneficiaries, trustees, attorneys, accountants, and representatives of any of the foregoing, in their official and individual capacities; and (iii) with respect to the Defendants only, all children or grandchildren of any Stanley Chais Defendant and of any Chais Related Defendant or any of the other foregoing persons.
(b) "AG Settlement Agreement" means that certain Settlement Agreement dated as of October 19, 2016 made by and among the Attorney General and the Stanley Chais Defendants and the Chais Related Defendants and, as a limited party, the Trustee, providing for settlement of the CAAG Action and entered into contemporaneously herewith.
(c) "Attorneys' Fees Limit" means Four Million Dollars ($4,000,000), constituting the maximum amount that counsel for Plaintiffs may seek as an award of attorneys' fees and expenses related to the California Private Actions.
(d) "Attorneys' Fees Motion" means the motion to be filed by Plaintiffs' counsel seeking an award of attorneys' fees and expenses with respect to their prosecution and settlement of the California Private Actions, as provided under California Corporations Code § 15910.05 and other applicable California law, in an amount not to exceed the Attorneys' Fee Limit.
(e) "Attorneys' Fees Order" means the order of the California Court or any applicable Other Court finally approving an award of attorneys' fees and expenses to Plaintiffs' counsel with respect to their prosecution and settlement of the California Private Actions.
(fl "Bankruptcy Court" means the United States Bankruptcy Court for the Southern District of New York.
(g) "Business Dav" means any day other than Saturday, Sunday, or a day that is a legal holiday in Los Angeles, California.
(h) "CRAG Approval Order" means an order by the Bankruptcy Court or any applicable Other Court pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure finally authorizing the Trustee to undertake the Trustee's limited obligations under the AG Settlement Agreement.
(i) "California Court" means the Los Angeles County Superior Court, State of California.
Page 5 (j) "California Limited Partnerships"means Brighton Investments, the Popham Company and the Lambeth Company, all California limited partnerships for which Stanley Chais served as general partner.
(k) "California Preliminary Approval Order" shall mean an order of the California Court or any applicable Other Court granting preliminary approval of this Settlement Agreement and the proposed form and method of providing notice to the Limited Partners.
(1) "California Private Actions" shall mean the following four actions pending in the California Court against the Stanley Chais Defendants and the Chais Related Defendants, seeking recovery of funds related to the Madoff Ponzi Scheme: Bottlebrush Investments, LP v. The Lambeth Company, et al., Case No. BC407967; Leghorn Investments, Ltd. v. Brighton Investments, et al., Case No. BC408661; Heimoffv. Chais, et al., Case No. BC413821; and Hall v. Chaffs, et al., Case No. BC413820.
(m) "California Private Actions Approval Motion" means the motion to be filed by the Parties seeking an order granting preliminary approval of this Settlement Agreement as set forth in this Settlement Agreement and related documents and setting the date for hearing with respect to final approval of this Settlement Agreement.
(n) "California Private Actions Approval Order" means the order by the California Court or any applicable Other Court finally approving this Settlement Agreement.
(o) "CP Bankruptcy Approval Order" means the order by the Bankruptcy Court or any applicable Other Court pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure authorizing the Trustee to undertake the Trustee's limited obligations under this Settlement Agreement.
(p) "Chaffs Related Defendants" means Emily Chasalow; Mark Chaffs; William Chaffs; Michael Chasalow;l Miri Chaffs, referred to in the Complaint in the Adversary Proceeding (the "Complaint") as Mirie Chaisz Wrenn Chaffs; 1994 Trust for the Children of Stanley and Pamela Chaffs; 1996 Trust for the Children of Stanley and Pamela Chaffs, referred to in the Complaint as The 1996 Trust for the Children of Pamela Chaffs And Stanley Chaffs; BLMIS Account 1 C1286, sued in the Complaint as The 1999 Trust for the Children of Stanley and Pamela Chaffs; 1999 Trust for the Grandchildren of Stanley and Pamela Chaffs; Emily Chaffs 1983 Trust; Emily Chaffs Trust No. 1, Emily Chaffs Trust No. 2, and Emily Chaffs Trust No. 3, referred to collectively in the Complaint as T'he Emily Chaffs Trust; Emily Chaffs Issue Trust No. 1 and Emily Chaffs Issue Trust No. 2, referred to collectively in the Complaint as The Emily Chaffs Issue Trust; Mark Hugh Chaffs Trust No. 1, Mark Hugh Chaffs Trust No. 2, and Mark Hugh Chaffs Trust No. 3, referred to collectively in the Complaint as The Mark Hugh Chaffs Trust; Mark Hugh Chaffs Issue Trust No. 1 and Mark Hugh Chaffs Issue Trust No. 2, referred to collectively in the Complaint as The Mark Hugh Chaffs Issue Trust; Mark Hugh Chaffs 1983 Trust; William
' Michael Chasalow was dismissed as a defendant from the California Private Actions but is included in the definition of Chaffs Related Defendants for definitional convenience. 2 Miri Chaffs was dismissed as a defendant from the California Private Actions but is included in the definition of Chaffs Related Defendants for definitional convenience. Page 6 Frederick Chais Trust No. 1, William Frederick Chais Trust No. 2, and William Frederick Chais Trust No. 3, referred to collectively in the Complaint as The William Frederick Chais Trust; William Frederick Chais Issue Trust No. 1 and William Frederick Chais Issue Trust No. 2, referred to collectively in the Complaint as The William F. Chair Issue Trust; William Frederick Chais 1983 Trust; The William and Wrenn Chais 1994 Family Trust; Ari Chais 1999 Trust; Ari Chais Transferee Trust No. 1, referred to in the Complaint as The Ari Chair Transferee #1 Trust; Benjamin Paul Chasalow 1999 Trust; Benjamin Paul Chasalow Transferee Trust No. 1, referred to in the Complaint as The Benjamin Paul Chasalow Transferee #1 Trust; Chloe Frances Chair 1994 Trust, referred to in the Complaint as The Chloe Francis Chair 1994 Trust; Chloe Frances Chair Transferee Trust No. 1, referred to in the Complaint as The Chloe Francis Chais Transferee #1 Trust; Jonathan Wolf Chair 1996 Trust, referred to in the Complaint as The Jonathan Wolf Chais Trust; Jonathan Chair Transferee Trust No. 1, referred to in the Complaint as The Jonathan Chair Transferee #1 Trust; Justin Robert Chasalow 1999 Trust; Justin Robert Chasalow Transferee Trust No. 1, referred to in the Complaint as The Justin Robert Chasalow Transferee #1 Trust; Madeline Celia Chair 1992 Trust; Madeline Chais Transferee Trust No. 1, referred to in the Complaint as The Madeline Chair Transferee #1 Trust; Rachel Allison Chasalow 1999 Trust; Rachel Allison Chasalow Transferee Trust No. 1, referred to in the Complaint as The Rachel Allison Chasalow Transferee #1 Trust; Tali Chais 1997 Trust; Tali Chair Transferee Trust No. 1, referred to in the Complaint as The Tali Chair Transferee #1 Trust; Unicycle Trading Company; Unicycle Corp., individually and as the General Partner of Unicycle Trading Company; the now-defunct money purchase plan formerly known as Unicycle Corporation Money Purchase Plan; Onondaga, Inc., individually and as General Partner of Chair Investments Ltd.; the now-defunct money purchase plan formerly known as The Onondaga, Inc. Money Purchase Plan; the now-defunct defined benefit pension plan formerly known as The Onondaga, Inc. Defined Benefit Pension Plan; Chais Management, Inc., individually and as General Partner of Chais Management Ltd.; Chair Management Ltd.; and Chais Venture Holdings.
(y) "Chair Releasee" means any of the Defendants, each Affiliate thereof, Michael Chasalow, Wrenn Chais, Miri Chair and Frank Mantovani (and each Affiliate of the foregoing individuals).
(r) "CPAS Escrow Account' means an account which shall be established by the Defendants and the Trustee at the closing of the Trustee Settlement Agreement to hold the aggregate sum of Five Million Two Hundred Thousand Dollars ($5,200,000) consistent with the terms of the Trustee Settlement Agreement and this Settlement Agreement. The CPAS Escrow Account shall be held by the Stanley Chais Defendants' counsel acting as an escrow agent. The Parties acknowledge and agree that counsel's acting as an escrow agent with respect to a CPAS Escrow Account shall not be deemed to limit or otherwise impair in any way such counsel's representation of the Stanley Chair Defendants.
(s) "Defendants" means the Stanley Chais Defendants and the Chais Related Defendants.
(t) "Defendants Released Claims" means those claims released under Section 8 below.
(u) "Dollars" means United States dollars. Page 7 (v) "Execution Date" means the date on which this Settlement Agreement is executed by the Parties and the Limited Party.
(w) "Final" means any order or judgment of the California Court or any applicable Other Court that has not been stayed, and as to which (i) the time to appeal or to move for reargument, certiorari or rehearing has expired and (ii) no appeal or motion for reargument or rehearing is then pending.
(x) "Limited Partners" means the limited partners of the California Limited Partnerships and the partners of the Sub-Partnerships.
(y) "Limited Party" means the Trustee.
(z) "Notice of Settlement" means the Notice of Proposed Settlement of Derivative Actions and of Settlem~t Hearing, substantially in the form of Exhibit 1, which shall be presented to the California Court for approval in conjunction with the California Private Actions Approval Motion.
(aa) "Other Court" means any court that hereafter properly has and exercises direct appellate jurisdiction over the underlying litigation in the Adversary Proceeding, CRAG Action or any of the California Private Actions.
(bb) "P~" means each of the Stanley Chais Defendants, the Chais Related Defendants, and Plaintiffs, derivatively on behalf of the California Limited Partnerships or the Sub-Partnerships and individually.
(cc) "Parties" means collectively, the Stanley Chais Defendants, the Chais Related Defendants, and Plaintiffs, derivatively on behalf of the California Limited Partnerships or the Sub-Partnerships.
(dd) "Plaintiffs" means each of the named plaintiffs in the California Private Actions, the California Limited Partnerships,any limited partners thereof, including Sub- Partnerships, and any direct or indirect investors in the Sub-Partnerships.
(ee) "Plaintiffs Released Claims" means those claims released under Section 7(a) below.
(f~ "Plaintiffs Released Claims Against Tn~stee" means those claims released under Section 9(a) below.
(gg) "Released Claims" shall mean, collectively, the Plaintiffs Released Claims, the Defendants Released Claims, the Trustee Released Claims and the Plaintiffs Released Claims Against Trustee.
(hh) "Relevant Third Party Releasee" shall mean any third party (other than any Chais Releasee) that has asserted or could assert any claim against any of the Chais Releasees, whether pursuant to any direct claim, any cross claim, any derivative claim or otherwise, including any claim for indemnification, and each Affiliate thereof.
Page 8 (ii) "Restitution Fund" means the fund created to compensate investors in the California Limited Partnerships as contemplated and administered under the terms of the AG Settlement Agreement, which fund includes amounts to be contributed pursuant to this Settlement Agreement.
(jj) "Settlement Hearin" means any hearing before the California Court or any applicable Other Court to determine whether this Settlement Agreement should be approved as fair, reasonable, adequate and in the best irrterests of the California Limited Partnerships and the Sub-Partnerships.
(kk) "Stanley Chais Defendants" means the Estate of Stanley Chais; Pamela Chais; Appleby Productions Ltd.; the now-defunct defined contribution plan formerly known as Appleby Productions Ltd. Defined Contribution Plan; the now-defunct money purchase plan formerly known as Appleby Productions Ltd. Money Purchase Plan; the now-defunct profit sharing plan formerly known as Appleby Productions Ltd. Profit Sharing Plan; Chais Investments, Ltd.; Chais 1991 Family Trust(now consisting of the Survivor's Trust under Chais 1991 Family Trust dated September 4, 1991 and the Marital Trust under Chais 1991 Family Trust dated September 4, 1991); and Chais Family Foundation.
(11) "Sub-Partnerships" means Crescent Securities and Marloma Securities.
(mm) "Trustee Released Claims" means those claims released under Section 9(b) below.
(nn) "Trustee Settlement A ear ement" means that certain Settlement Agreement dated as of October 19, 2016 made by and among the Trustee, the Stanley Chais Defendants and the Chais Related Defendants, providing for, inter alia, a settlement of the Adversary Proceeding.
(oo) "TSA Approval Order" means an order by the Bankruptcy Court or any applicable Other Court finally approving the Trustee Settlement Agreement pursuant to Rule 9019 ofthe Federal Rules of Bankruptcy Procedure.
2. Effective Date.
Upon the Execution Date, this Settlement Agreement shall be binding on the Parties to the maximum extent permitted under applicable law; provided, however, that the Parties' obligations hereunder to consummate the settlement provided for herein are subject to, and conditioned upon, the occurrence of each of the following: (i) the issuance of the California Private Actions Approval Order approving this Settlement Agreement including, without limitation, the granting of the relief set forth in Sections 3(c) and 3(d) of this Settlement Agreement, and the California Private Actions Approval Order becoming Final; (ii) the issuance of the CP Bankruptcy Approval Order and the CP Bankruptcy Approval Order becoming Final; (iii) the issuance of the TSA Approval Order and the TSA Approval Order becoming Final; and (iv) the issuance of the CRAG Approval Order, the CRAG Approval Order becoming Final and the funding of Fifteen Million Dollars ($15,000,000) into the Restitution Fund pursuant to Section 2(a) of the AG Settlement Agreement (the first date as of which all the events set forth in
Page 9 the foregoing clauses (i) through (iu) shall have occurred being referred to herein as the "CPAS Effective Date").
3. Submission and Annlication to the California Court.
(a) As soon as practicable following the hearing seeking approval of the CP Bankruptcy Approval Order, but no later than within fifteen (15) Business Days after the entry of the CP Bankruptcy Approval Order, the Parties shall file the California Private Actions Approval Motion with the California Court seeking the entry of the California Preliminary Approval Order, which shall:
(i) Approve the Notice of Settlement submitted by the Parties, substantially in the form attached hereto as Exhibit 1;
(ii) Approve the Parties' proposed method of disseminating the Notice of Settlement to the Limited Partners, as set forth in Section 6 herein;
(iii) Set a date for a final Settlement Hearing before the California Court to determine whether the Settlement Agreement should be approved as fair, reasonable, adequate and in the best interests of the California Limited Partnerships and the Sub- Partnerships;
(iv) Provide for the entry of the California Private Actions Approval Order, substantially in the form attached hereto as Exhibit 2, based on the California Court's determination at or after the Settlement Hearing, that the Sdtlement Agreement should be approved as fair, reasonable, adequate and in the best interests of the California Limited Partnerships and Sub-Partnerships.
(b) In conjunction with the California Private Actions Approval Motion, counsel for Plaintiffs may file an Attorneys' Fees Motion seeking an award of attorneys' fees and expenses, under California Corporations Code § 15910.05 and other applicable California law, in an amount not to exceed the Attorneys' Fees Limit.
(c) As a part of the California Private Actions Approval Motion, the Parties shall obtain the judicial dissolution, winddown and termination of existence for all purposes of the California Limited Partnerships in accorda~e with California law and the order for such relief shall be included in the California Private Actions Approval Order. The California Private Actions Approval Order shall provide (i) for the winddown and termination of the California Limited Partnerships without any further act or conduct by any party including, without limitation, the filing of a State ofCalifornia Secretary of State Limited Partnership Certificate of Cancellation, or,(ii) at the election of the Defendants, designate Jeffrey Golden, Esq. of Lobel Weiland Golden Friedman LLP as the person authorized to wrap up the affairs of each of the California Limited Partnerships (the "Desi n~ee'~, subject to terms and conditions set forth therein, and, in connection therewith, will direct the Designee to file immediately with the Secretary of State of the State ofCalifornia (the "Secretary"), for each of the California Limited Partnerships, Form LP-2("Amendment to Certificate of Limited Partnershid') indicating Designee's appointment as such in Item 7(b) ofthe Form LP-2, and (iii) that, subject to the provisions of Section 11(b), any person or entity in possession of any books or records of the
Page 10 California Limited Partnerships shall maintain all of such books and/or records until the earlier to occur of(x) the date on which the process that is contemplated and to be administered under the terms of the AG Settlement Agreement, through which the investors in the California Limited Partnerships are to be compensated, is complete, and (y)the date which is two years after entry of the California Private Actions Approval Order, after which any person or entity then in possession of such books and/or records may maintain or destroy any or all of such books and/or records in their sole and absolute discretion without any liability to any third party arising from their exercise of such discretion. In the event ofthe election by the Defendants under clause (ii) above, the California Private Actions Approval Orderwill further direct Designee to file for each of the California Limited Partnerships, promptly after the filing of its respective Form LP-2, a Form LP-4/7 ("Limited Partnership Certificate ofCancellation"). The California Private Actions Approval Order shall contain findings by the California Court that the filing of the Forms LP-4/7 is proper under California law and that (i) each of the California Limited Partnerships has no assets or other property to distribute, and (ii) with the settlement of the Adversary Proceeding and the California Private Actions, and the dismissal in connection therewith of the counterclaims asserted by the California Limited Partnerships, fix) each of the California Limited Partnerships will not be a party to any known civil, criminal or administrative action or proceeding, and (y) the California Limited Partnerships w~71 have no known debts or obligations. The Designee shall be paid a retainer fee of Twenty-Five Thousand Dollars ($25,000)to be funded by the SCD Retainer Balance (as defined in the Trustee Settlement Agreement).
(d) As a part of the California Private Actions Approval Motion, the Parties shall obtain the injunctive relief in the form set forth in Section 7(b) hereof and such injunctive relief shall be included in the California Private Actions Approval Order.
4. Monetary Payments. Within ten (10) Business Days after the occurrence of the CPAS Effective Date, the Defendants shall cause a payment to be made from the CPAS Escrow Account to the Restitution Fund pursuant to this Settlement Agreement in an amount equal to the sum of One Million Two Hundred Thousand Dollars ($1,200,000) less the amounts, if any, that may be awarded by the California Court for incentive awards to each of the following individual plaintiffs who may apply for incentive awards, as compensation for their efforts in prosecuting the California Private Actions and for their reasonable expenses, payable of up to an aggregate maximum amount of One Hundred Thousand Dollars ($100,000), and no more than Twenty-Five Thousand Dollars ($25,000) to any one individual: Douglas Hall, Steven Heimoff, Pearl Gardner, and Robert Glusman. Pursuant to the AG Settlement Agreement, the Attorney General has agreed to accept in the Restitution Fund the sum of Fifteen Million Dollars ($15,000,000) to be paid to the Restitution Fund pursuant to the AG Settlement Agreement plus the sums to be paid to the Restitution Fund pursuant to the f~egoing sentence (up to One Million Two Hundred Thousand Dollars ($1,200,000)) and pursuant to Section 5 hereof(to the extent applicable), and to administer and distribute such sums as a part of the Restitution Fund pursuant to the provisions of the AG Settlement Agreement.
5. Plaintiffs' Counsel's Attorneys' Fees.
(a) Upon issuance of a Final Attorneys' Fees Order, the Defendants, within ten (10) Business Days, shall cause disbursements of Four Million Dollars ($4,000,000) to be made from the CPAS Escrow Account to Plaintiffs' counsel, unless a lesser amount is awarded by the California Court under the Attorneys' Fees Order (in which event such lesser amount shall Page 11 be disbursed from the CPAS Escrow Account to Plaintiffs' counsel), but under no circumstances shall the amount paid to Plaintiffs' counsel exceed the Attorneys' Fees Limit. In the event that a lesser amount is awarded by the California Court under the Attorneys' Fees Order, the difference between the amount awarded and Four Million Dollars($4,000,000) shall be paid from the CPAS Escrow Account to the Restitution Fund.
(b) Any order or proceeding relating the Attorneys' Fees Motion, any disallowance of all or a portion ofPlaintiffs' counsel's request for attorneys' fees, or any appeal from any order relating thereto or reversal or modification thereof, shall not operate to terminate or cancel this Settlement Agreement or its terms,including the releases in Sections 7(a), 8 and 9, or affect or delay the finality of the California Private Actions Approval Order or the CP Bankruptcy Approval Order. The Parties hereto agree that the California Court or any applicable Other Court may enter the California Private Actbns Approval Order but reserve for subsequent determination, on a schedule to beset by the California Court or any applicable Other Court, the amount of the attorneys' fee and expense award to Plaintiffs' counsel.
6. Notice to California Limited Partnerships and Sub-Partnerships.
(a) Plaintiffs shall assume the administrative responsibility for providing the Notice of Settlement to the Limited Partners andthe partners of any partnership (in addition to the Sub-Partnerships) that was a limited partner of the California Limited Partnerships. The Notice of Settlement shall request that any partnership that was a limited partner of any of the California Limited Partnerships forward a copy of the Notice of Settlement to its partners at their last known addresses.
(b) Upon preliminary approval of the Settlement Agreement, Plaintiffs shall (i) cause a copy of the Notice of Settlement to be mailed to the Limited Partners by first-class mail, postage prepaid, to the last known address of the Limited Partners, and to be mailed to the partners of any partnership (in addition to the Sub-Partnerships) that was a limited partner of the California Limited Partnerships, to the extent that such partners' identities and their last known addresses are identified; (ii) issue a press release attaching the Notice ofSettlement; and (iii) post the Notice of Settlement and this Settlement Agreement on Plaintiffs' counsel's websites. Plaintiffs' obligations under clause (i) of this Section 6(b) shall be deemed fully satisfied under this Settlement Agreement when Plaintiffs have caused a copy of the Notice of Settlement to be mailed to the persons and entities for whom last known addresses are included in the LP Contact Information (as defined in Section 6(c), below). Costs for mailing copies of the Notice of Settlement, as set forth in clause (i) of this Section 6(b), and for issuing a press release attaching the Notice of Settlement, as set forth in clause (ii) of this Section 6(b), shall be borne by Plaintiffs.
(c) The Stanley Chais Defendants shall take reasonable steps to provide Plaintiffs' counsel the names and last known addresses of persons and entities listed as limited partners of the California Limited Partnerships as reflected on the California Limited Partnership records reasonably available to the Stanley Chas Defendants("LP Contact Information"). If such LP Contact Information also contains names and/or addresses of persons and entities listed as partners of the Sub-Partnerships, that information also will be provided to Plaintiffs' counsel.
Page 12 7. Release by the Plaintiffs.
(a) Release by the Plaintiffs. Effective as of the CPAS Effective Date, and without any further writing or other action of any kind or nature, in consideration of the covenants and agreements in this Settlement Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Plaintiffs, the California Limited Partnerships and the Limited Partners, each individually, and derivatively on behalf of the California Limited Partnerships and the Sub-Partnerships, and on behalf of each of the Limited Partners and the partners of any other partnership that was a limited partner of the California Limited Partnerships, their. agents, insurers, attorneys, and related entities, assigns, other representatives of any kind or nature, and their predecessors and successors in interest (the "Plaintiff Group Members"), hereby fully, finally and forever, unconditionally and irrevocably release, acquit and discharge each Chais Relea9ee and each Relevant Third Party Releasee from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies,judgments, claims, and any other right to obtain any type of monetary damages (including punitive damages), expenses, attorneys' and other fees, rescission, restitution or any other remedies of whatever kind at law or in equity, in contract, in tort, arising under any source whatsoever, including claims in equity or under any federal, state, common, or foreign statute, regulation, rule or common law, whether in a civil, administrative, arbitral, or other judicial or nonjudicial proceeding, asserted or unasserted, known or unknown, matured, contingent, threatened, or inchoate, whether or not concealed or hidden, now existing or arising in the future, that the Plaintiff Group Members have or may have, whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity, and that in any way arise out of or in connection with or relate to the California Limited Partnerships, the Sub-Partnerships, BLMIS,the Madoff Ponzi Scheme and/or any other matters involving Stanley Chais (including, without limitation, the chims asserted or that could have been asserted against any one or more ofthe Chais Releasees in the CRAG Action and/or California Private Actions or any such class action or derivative action), except for any claim by the Plaintiff Group Members:(i) filed with the "Madoff Victim Fund" being administered by Richard C. Breeden pursuant to his appointment as Special Master for the U.S. Department of Justice, or (ii) to enforce the rights of the Plaintiff Group Members under the terms of the Restitution Fund (collectively, the "Plaintiffs Released Claims"). Each Chais Releasee that is not a party to this Settlement Agreement is a third party beneficiary of this Settlement Agreement and has the full right to enforce therelease, covenant not to sue and injunction provided in Section 7(b) to such Chais Releasee by the Plaintiff Group Members as fully as if he, she, or it was a party to this Settlement Agreement.
(b) Covenant Not To Sue and Injunction. Effective as of the CPAS Effective Date, the Plaintiff Group Members hereby agree that they shall not take, and are hereby permanently stayed, restrained and enjoined from taking, any of the following actions at law or in equity in connection with any Plaintiffs Released Claims, whether directly, derivatively or in any other manner: (i) commencing, conducting or continuing in any manner any action or proceeding of any kind (including any action or proceeding in a judicial, arbitral, administrative or other forum, whether domestic or foreign) against any Chais Releasee or any Relevant Third Party Releasee, any direct or indirect successor in interest to any Chais Releasee or any Relevant Third Party Releasee, or any immediate or mediate, direct or indirect transferee of any Chais Releasee or any Relevant Third Party Releasee, or against the property of any of the foregoing; (ii) enforcing, levying, attaching (including prejudgment attachment), collecting or otherwise Page 13 recovering, by any manner or means, any judgment award or decree against any Chais Releasee or any Relevant Third Party Releasee, any direct or indirect successor in interest to any Chais Releasee or any Relevant Third Party Releasee, or any immediate or mediate, direct or indirect transferee of any Chais Releasee or any Relevant Third Party Releasee, or against the property of any of the foregoing; (iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any lien against any Chais Releasee or any Relevant Third Party Releasee, any direct or indirect successor in interest to any Chais Releasee or any Relevant Third Party Releasee, or any immediate or mediate, direct or indirect transferee of any Chais Releasee, or against the property of any of the foregoing; or(iv) asserting any setoff, right of subrogation or recoupment of any kind, directly or indirectly, against any Chais Releasee or any Relevant Third Party Releasee, any direct or indirect successor in interest to any Chais Releasee or any Relevant Third Party Releasee, or any immediate or mediate, direct or indirect transferee of any Chais Releasee or any Relevant Third Party Releasee. The Plaintiffs Released Claims do not include any claim by the Plaintiff Group Members: (i) filed with the "Madoff Victim Fund" being administered by Richard C. Breeden pursuant to his appointment as Special Master for the U.S. Department of Justice, or (ii) to enforce the rights ofthe Plaintiff Group Members under the terms ofthe Restitution Fund. Notwithstanding that the provisions in this Subsection 7(b) shall not be effective until the CPAS Effective Date, the Plaintiff Group Members shall take no action whatsoever on or after the Execution Date that would be a violation of this Subsection 7(b) if it were to occur after the CPAS Effective Date, unless an event resulting in a Rejection Date (as that term is defined in Section 13 below) occurs.
8. Release by the Defendants. Effective as of the CPAS Effective Date, and without any further writing or other action of any kind or nature, in consideration of the covenants and agreements in this Settlement Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acl~owledged, each Defendant hereby, fully, finally and forever, unconditionally and irrevocably, releases, acquits and discharges those Plaintiff Group Members, and only those Plaintiff Group Members, who are bound by and do not challenge, at any point in time, the releases, covenant not to sue and injunction contained in Section 7 hereof, from any and all actions, causesof action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, claims and any other right to obtain any type of monetary damages (including punitive damages), expenses, attorneys' and other fees, rescission, restitution or any other remedies of whatever kind at law or in equity, in contract, in tort, arising under any source whatsoever, including claims in equity or under any federal, state, common, or foreign statute, regulation, rule or common law, whether in a civil, administrative, arbitral, or other judicial or nonjudicial proceeding, asserted or unasses-ted, known or unknown, matured, contingent, threatened, or inchoate, whether or not concealed or hidden, now existing or arising in the future, that such Defendant has or may have and that in any way arise out of or in connection with or relate to the California Limited Partnerships, including, without limitation, any and all claims or cross-claims brought on behalf of any of the California Limited Partnerships, including The Popham Company and The Lambeth Company, by any party, the Sub-Partnerships, including, without limitation, any and all claims or cross~laims brought on behalf of Marloma Securities and/or Crescent Securities or any other limited partner of the California Limited Partnerships by any party, BLMIS, the Madoff Ponzi Scheme, and/or any other matters involving Stanley Chais (including, without limitation, the claims asserted or that could have been asserted against the Plaintiffs in the California Private Actions), except for any and all claims and rights (and the
Page 14 enforcement thereof of the Defendants, and any obligations of the Plaintiffs, provided for in this Settlement Agreement or with respect to the Restitution Fund (the "Defendants Released Claims"). The Defendants Released Claims (whether presently owned or hereafter acquired) expressly exclude any release, acquittal or discharge of any Plaintiff Group Member who, at any point in time, asserts in any judicial or nonjudicial proceeding that he, she or it is not bound by, or challenges in any manner, the releases, covenant not to sue or injunction contained in Section 7 hereof(each such Plaintiff Group Member a "Dissenting"), and the running or expiration of any statute of limitations or repose that could be interposed to bar the assertion of any Defendants Released Claims against a Dissenting PGM shall be deemed to have been tolled, so as to permit the assertion of such Defendants Released Claims against the Dissenting PGM.
9. Releases between the Trustee and the Plaintiffs.
(a) Release by the Plaintiffs ofthe Trustee. Effective of the CPAS Effective Date, and without any further writing or other action of any kind or nature, in consideration of the covenants and agreements in this Settlement Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Plaintiff Group Members fully, finally and forever, unconditionally and irrevocably, release, acquit and discharge the Trustee, personally, and in his capacity as Trustee, BLMIS and the estates of BLMIS and Madoff, and SIPC, from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages,judgments, claims and any other right to obtain any type of monetary damages (including punitive damages), expenses, attorneys' and other fees, rescission, restitution or any other remedies of whatever kind at law or in equity, in contract, in tort, arising under any source whatsoever, including claims in equity or under any federal, state, common, or foreign statute, regulation, rule or common law, whether in a civil, administrative, arbitral, or other judicial or nonjudicial proceeding, asserted or unasserted, known or unknown, matured, contingent, threatened, or inchoate, whether or not concealed or hidden, now existing or arising in the future, that in any way arise out of or in connection with or relate to the California Limited Partnerships, the Sub-Partnerships, BLMIS, the Madoff Ponzi Scheme and/or any other matters involving Stanley Chais, except for any and all ctaims and rights (and the enforcement thereofl of the Plaintiffs, and any obligations of the Trustee, provided for in this Settlement Agreement (the "Plaintiffs Released Claims Against Trustee").
(b) Release by the Trustee of the Plaintiffs. Effective as of the CPAS Effective Date, and without any further writing or other action of any kind or nature, in consideration of the covenants and agreements in this Settlement Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustee, on behalf of himself, BLMIS and the estates of BLMIS and Madoff, hereby, fully, finally and forever, unconditionally and irrevocably, releases, acquits and discharges those Plaintiff Group Members who are bound by the releases contained in Section 9(a) hereof, from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages,judgments, claims and any other right to obtain any type of monetary damages (including punitive damages), expenses, attorneys' and other fees, rescission, restitution or any other remedies of whatever kind at law or in equity, in contract, in tort, arising under any source whatsoever, including claims in equity or under any federal, state, common, or foreign statute, regulation, rule or common law, whether in a civil, administrative, arbitral, or other judicial or nonjudicial proceeding, asserted or Page 15 unasserted, known or unknown, matured, contingent, threatened, or inchoate, whether or not concealed or hidden, now existing or arising in the future, that in any way arise out of or in connection with or relate to the California Limited Partnerships, the Sub-Partnerships, Stanley Chais and/or any accounts at BLMIS held or administered by Stanley Chais or the California Limited Partnerships, except for any and all clams and rights (and the enforcement thereofl of the Trustee, and any obligations ofthe Plaintiffs, provided for in this Settlement Agreement (the "Trustee Released Claims). The Trustee Released Claims expressly exclude any release, acquittal or discharge of the California Limited Partnerships with respect to the avoidance of transfers pursuant to 11 U.S.C. §§ 547 or 548 to be used as a defense, offset or counterclaim by the Trustee or any Defendants against any Dissenting PGM who, at any point in time, asserts in any judicial or non-judicial proceeding that h~ she or it is not bound by, or challenges in any manner, the releases, covenant not to sue or injunction contained in Section 7 hereof, and the running or expiration of any statute of limitations or repose that could be interposed to bar the assertion of any Defendants Released Claims against a Dissenting PGM shall be deemed to have been tolled, so as to permit the assertion ofsuch Defendants Released Claims against the Dissenting PGM.
10. Unknown Claims. The Released Claims contemplated by this Settlement Agreement extend to claims that the Plaintiffs,the California Limited Partnerships, the Limited Partners, the Defendants or the Trustee do not know or suspect to exist in its, his or her favor at the time of giving its, his or her release in this Settlement Agreement that if known by it, him or her, might have affected its, his or her settlement and release in this Settlement Agreement. With respect to any and all Released Claims in Sections 7(a), 8 and 9 of this Settlement Agreement, the Plaintiffs, the California Limited Partnerships, the Limited Partners, the Defendants and the Trustee expressly waive, or are deemed to have waived, the provisions, rights and benefits of California Civil Code section 1542 (to the event it applies herein), which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST 1N 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 TIC DEBTOR.
Solely with respect to their respective Released Claims, the Plaintiffs, the California Limited Partnerships, the Limited Partners, the Defendants and the Trustee expressly waive, and shall be deemed to have waived, any and all provisions,rights and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, that is similar, comparable or equivalent in effect to California Civil Code section 1542. The Plaintiffs, the California Limited Partnerships, the Limited Partners, the Defendants and the Trustee may hereafter discover facts in addition to or different from those that any of them now knows or believes to be true with respect to the subject matter of the Released Claims, but the Plaintiffs, the California Limited Partnerships, the Limited Partners, the Defendants and the Trustee shall expressly have and shall be deemed to have fully, finally and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, that now exist or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including conduct that is negligent, reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence or such different or Page 16 additional facts. The Plaintiffs, the California Limited Partnerships, the Limited Partners, the Defendants and the Trustee acknowledge and shall be deemed to have acknowledged that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part. The Plaintiffs, the California Limited Partnerships, the Limited Partners, the Defendants and the Trustee agree not to directly or indirectly assert any claim, or commence, continue, institute or cause to be commenced any claim or proceeding, based upon any matter purported to be released hereby.
11. Cooperation; Further Assurances.
(a) The Parties and the Limited Party shall provide cooperation, and execute any document or instrument, reasonably requested by any ofthem after the date of this Settlement Agreement to effectuate the intent ofthis Settlement Agreement. Without limiting the foregoing,(a) the Defendants will not oppose the issuance of the Attorneys' Fees Approval Order,(b) the Plaintiffs will not oppose and will support the issuance of the TSA Approval Order and the CRAG Approval Order, and (c) except as provided in Section 6, no Party shall have an obligation to search for documents or information. The California Private Actions Motion and the California Private Actions Approval Order shall be in form and substance acceptable to the Defendants and the Plaintiffs and consistent with the terms of this Settlement Agreement. The Plaintiffs will provide reasonable assistance and cooperation, to the extent necessary, in connection with the dissolution, winddown and termination of the California Limited Partnerships.
(b) Notwithstanding anything to the contrary contained in this Settlement Agreement,(i) each ofthe Defendants and their respective attorneys, accountants, agents and representatives shall be deemed to have fully complied with any and all obligations to maintain documents, as provided for in clause (iii) of Section 3(c) of this Settlement Agreement, by (x)turning over to the Designee books or records of the California Limited Partnerships in his, her or its possession located after a reasonable search therefor or (y) delivering to the Designee a certification that he, she or it has conducted a reasonable search of documents in his, her or its possession and has not located books or records of the California Limited Partnerships (in either case, a "Records Turnover"), and (u) any of the Defendants and any of their respective attorneys, accountants, agents and representatives who has effected a Records Turnover shall be excused thereafter from any obligation to maintain any books and/or records, or search for any information, of or in any way relating to the California Limited Partnerships and shall have no liability to any third party in connection therewith.
12. Basis for Injunctions. This Settlement Agreement and any order approving same may be pleaded as a full and complete defense agaa~st, and may be used as an independent basis for an injunction against, any claim or proceeding instituted or maintained against any person or entity released hereunder to the extent such claim or proceeding conflicts with any release provided in this Settlement Agreement.
13. Termination; Failure to Obtain a Final Non-Appealable Order. If for any reason the California Court or the Bankruptcy Court rejects, or any applicable Other Court invalidates, this Settlement Agreement pursuant to an order that becomes Final (the date on which such order becomes Final being herein referred to as the "Rejection Date")then this Settlement Agreement shall automatically terminate as of the Rejection Date. Upon the Rejection Date, the funds held Page 17 in the CPAS Escrow Account shall be treated as follows:(i) Two Million Six Hundred Thousand Dollars ($2,600,000) shall be promptly returned to the Chais Related Defendants (in proportion to the amount funded by each Chais Related Defendant) and (ii) the remaining Two Million Six Hundred Thousand Dollars ($2,600,000) shall be disbursed in accordance with Section 14(b) of the Trustee Settlement Agreement.
14. Confidentiality Obli atg ions. The Parties' and the Limited Party's confidentiality obligations under any existing agreements between and among the Parties and/or the Limited Party shall remain in full force and effect.
15. Non-Disparagement and No Admission. The Stanley Chais Defendants, the Chais Related Defendants, each of the named Plaintiffs in the California Private Actions, the California Limited Partnerships, the Sub-Partnerships, and the Limited Party agree not to disparage or otherwise impugn the character ofany other Party or Limited Party or Stanley Chais. The Stanley Chais Defendants, the Chais Related Defendants and the California Limited Partnerships do not admit any liability and further expressly deny any participation or complicity of Stanley Chair or any Stanley Chais Defendant, Chais Related Defendant or California Limited Partnership in, or knowledge of Stanley Chais or any Stanley Chais Defendant, Chair Related Defendant or California Limited Partnership o~ the Madoff Ponzi Scheme. Nothing in this Section 15 shall preclude any Party or the Limited Party from making truthful factual statements in connection with the Trustee's duties and obligations with respect to the estates of BLMIS and Madoff.
16. Entire Agreement. This Settlement Agreement constitutes the entire agreement and understanding between and among the Parties and the Limited Party and supersedes all prior agreements, representations and understandings concerning the subject matter hereof(other than the Trustee Settlement Agreement and the AG Settlement Agreement).
17. Amendments, Waiver. This Settlement Agreement may not be waived, amended or modified in any way except in a writing signed by all the Parties and the Limited Party or their authorized representatives. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision hereof, whether or not similar, nor shall such waiver constitute a continuing waiver.
18. Assi nability. No Party or Limited Party hereto may assign their rights under this Settlement Agreement to a third party without the prior written consent of each of the other Parties and Limited Party hereto or their authorized representatives, provided, however that the Trustee may assign his rights and delegate his duties under this Settlement Agreement to any successor Trustee appointed by the Bankruptcy Court, including SIPC.
19. Successors Bound. This Settlement Agreement shall be binding upon and inure to the benefit of each of the Parties and Limited Party and their successors and permitted assigns.
20. Applicable Law. This Settlement Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to the principle of conflict of laws. Each Party and the Limited Parry hereby waives on behalf of itself and its successors and assigns any and all rights to argue that the choice of California law provisions is or has become unreasonable in any legal proceeding.
Page 18 21. Exclusive Jurisdiction. Except to the extent the Bankruptcy Court cannot or declines to retain jurisdiction, the Parties and Limited Party agree and shall request that all orders entered in connection with this Settlement Agreement provide that the Bankruptcy Court shall retain and have non-exclusive jurisdiction over any action to enforce this Settlement Agreement, or any provision thereof, and the Parties and Limited Party hereby consent to and submit to the jurisdiction of the Bankruptcy Court for any such action. The Parties and Limited Party agree that, in the event the Bankruptcy Court cannot or declines to retain or exercise jurisdiction, no Party or Limited Party shall bring, institute, prosecute or maintain any action to enforce, modify, terminate, void, or interpret this Settlement Agreement, or any provision thereof, in any court other than the California Court. In any action commenced in another court by a third-party to enforce, modify, terminate, void or interpret ttris Settlement Agreement, the Parties and Limited Parry agree to seek to stay such action and transfer the action first to the Bankruptcy Court; provided, however, in the event the Bankruptcy Court cannot or declines to retain or exercise jurisdiction, the Parties and the Limited Party agree to seek transfer to the California Court.
22. Captions and Rules of Construction. T'he captions in this Settlement Agreement are inserted only as a matter of convenience and far reference and do not define, limit or describe the scope of this Settlement Agreement or the scope or content of any of its provisions. Any reference in this Settlement Agreement to a paragraph or section is to a paragraph or section of this Settlement Agreement, unless otherwise noted. The words "hereby," "herein," "hereto." "hereof," "hereunder," and similar words refer to this Settlement Agreement in its entirety and not merely to the Section where any such words appear. "Includes," "including" and similar words are not limiting. The Parties and the Limited Party acknowledge that this Settlement Agreement was jointly drafted after negotiations by counsel and the Parties and the Limited Party therefore agree that no provision of this Settlement Agreement may be construed against any Party or the Limited Party as having been drafted by that Party or Limited Party.
23. Counterparts; Electronic Copv of Si nag tures. This Settlement Agreement may be executed and delivered in any number of counterpart, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same document. The Parties and Limited Party may evidence they execution of this Settlement Agreement by delivery to the other Parties and Limited Party of scanned or faxed copies of their signatures, with the same effect'as the delivery of an original signature. The Parties and the Limited Party stipulate that counterparts, facsimile, or duplicate originals of this Settlement Agreement or any portion thereof shall be admissible in any judicial proceeding to the same extent that the original would be admissible for all purposes including but not limited to meeting the requirements of California Code of Civil Procedure § 664.6.
24. Severability. In the event that any term or provision ofthis Agreement is found in a Final judgment or order of a court of competent jurisdiction to be invalid or unenforceable, the entire Agreement shall be invalid and unenforceable (except this Section 24), unless and to the extent that all Parties and Limited Party agree otherwise in writing.
25. Survival. The provisions of this Settlement Agreement shall survive the consummation of the transactions contemplated hereby.
26. Notices. Any notices under this Settlement Agreement shall be in writing, shall be effective when received and may be deliveredonly by hand, or by overnight delivery service Page 19 or by electronic transmission if such overnight delivery or electronic transmission is confirmed via email, to:
If to the Plaintiffs, c/o:
Marvin Gelfand, Esq. Barry Weprin, Esq. Weintraub Tobin Chediak Coleman Grodin, Inc. Milberg LLP 10250 Constellation Blvd., Suite 2900 One Pennsylvania Plaza, 50th Floor Los Angeles, California 90067 New York, NY 10019 F:(310) 550-7191 F.:(212) 868-1229 [email protected] [email protected]
Milberg LLP 2850 Ocean Park Blvd. Suite 300 Santa Monica, CA 90405 F.:(212) 868-1229
If to the Stanley Chais Defendants, c/o:
Dennis F. Dunne, Esq. Michael L. Hirschfeld, Esq. Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, NY 10005 F: (212) 530-5219 [email protected] [email protected] if to the Chais Related Defendants, c/o:
Andrew H. Sherman, Esq. Steven J. Katzman, Esq. Boris M. Mankovetskiy, Esq. Biernert, Miller &Katzman Sills Cummis &Gross P.C. 903 Calle Amancer, Suite 350 One Riverfront Plaza San Clemente, CA 92673 Newark, NJ 07102 F: (949-369-3700 F: (973)643-6500 [email protected] [email protected] [email protected]
Page 20 If to the Trustee, c/o:
David J. Sheehan, Esq. Tracy Cole, Esq. 45 Rockefeller Plaza., 14th Floor New York, NY 10111 F: (212) 589-4201 [email protected] [email protected]
[Signature pages follow]
Page 21 70~Z2l24~6 13;34 148 X6977 P.042/Q02
IN WITNESS 'OVHEREOI,the Parties hereto brave caused ti~iis Agreement to be executed as ofthe date first alwve written,
~~i%',~' LEGrT~Q , TU. ~yc Robert Crlu~nan, Cxeneral Partner
BOTTLEB~t~7~H I1~TVES'rMENTS, ~.P. By: Pearl C~azdnex, President of B~atxl~bxusla Financial, Inc., Gcncral Par#~►~r
STB'V~IV~ T~IMOFP ---
DOUGLAS HAIL
THE ESTATE QF STANLEY CHA1S ~y; Pamela Chris, Executrix
PAMELA CHRIS
APPLEBY PRODUCTIONS LTD, ~y: Parnela Cl~ais, President
A$PLEBY PRQI3UCTIONB L'S'D. n~n~~~a corrr~urrorr ~~.Arr sy: ~on~r r,. H~n~~ia, F&~,, ~,~~t a~ rccaxd is the Cali~arnia Private Acxions
Page 33 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above wxitten.
T.EGHORN INVESTMENTS,LTD. By: Robert Glusman, General Partner
1~ BOTTLEBit VET ANTS, L.P. By: Pearl Gardner, President of Bottlebn~sh Financial, Inc., General Partner
STEVEN HEIMOFF
DOUGLAS HALL
THE ESTATE OF STANLEY CHATS By: Pamela Chais, Executrix
PAMI?LA CHAIS
APPLEBY PRODUCTIONS LTD. By: Pamela Cliais, ~'residcnt
APPLEBY PRODUCTIONS LTD. DEFINED CONTRIBUTION PLAN By: Michael L. Hirschfeld, Esq., counsel of record in the California Private Actions
Page 22 1N WITNESS WHERP.OF,the parties horeto have cauecd this Agreement to be c7cxuted as ofthe data first above rvrittan.
LFAHORN INVBST]~ffsNTS, LTD. `. By: Robert C~lusman, C3oneral Partrwr
H01'`ILBBRUSH ItJVESTM$NTS,L.P. By: Poati Gardaor,President of Bottlabrush Finanafal, Inc., Qeneral Partner
S'I'B'Y8N I~IMOFF •—
..~.~K> ••rLI f .°r D(71x(i~..;~ 1'~.'~
THB ESTATE OF STANL$Y CI~AIS By:Pamola Chats, Excautrix
—.__._ .... PAMELA CHAIS
APPT.BBY PRODUCTIONS LTD. '~+~ ~~ Hy:Pamola Chaffs, President
AP~'LBHY PR~DUCTTONS LTD, DB2~INB~U CONTRIDUTION PLAN Hy: Mic~haol ~„ Hirachfotd, Bsq., counsel of record In the California Privatc Actiana
Page 22 ...... _ .. .. ._. :i~::.a4; ~ ..... _ .. ;:t•:.
IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as ofthe date first aUove written.
LEGHQI~N YNVESTMENTS,LTD. ~y; Robert(~lusman, General P~rt~ier
BOTTI.BBRUSH INVESTMENTS,L.P. By. Pearl Gardner, President of Bottlebrush I'inaz~cial, Inc., General Partner
.f .{~i,,. ~ d s~vErr ~z~,z o~~~
DOUaLASHALL
TIC H~STA7'F, 0~' STANLEY CHATS By;Pamela Thais, Executrix
PAN~LA CH~1IS
APPLEDY PRODUCTIONS LTD. IIy: Pamela Chaffs, President
APPLEBY PRODUCTIONS LTD. bBFINED CONTRII~UTION PLAN By: Michael L. I~irsel~~ld, Esq., counsel of record in the California Private Actions
Page 22 1N V~'lTNI:SS V4~HCR~UP, the Parties hereto have caused this Agreement to be executed as of the date first above ~~~ritten.
L~GHORN INVESTMENTS,LTD. By: Robert Glusman, General Partner
BOT7'LEBRUSH ]NV~5'f'MEN'1"S, L.I'. By: Pearl Gardner, President of~ Bottlebrush Financial, lnc., Ge~ieral Partner
STEVE\ HF.iMOFP
DOUGLAS HALL -, j ;y J , ~. , THE ES ~A ~' ~ "O1' S "NLEY CHRIS By: ~mela Chais, Executrix i,1 l/'l ~f ~ I~~I✓~,~ ,~ PA ,1,A CHA(
APPLEBY PRUUUC'1'1 NS L l't). By: Pamela Chaffs, President
APPL~DY PRODUCTIONS LTD. DEFIi~Ei) CONTRIBUTION NI.,AN By: Michael L. l~irschfeld; L;sq., counsel of record in the California Private Actions
~a~~ z2 IN \~'I"1'NESS WHI~RLU1'. the Parties hereto have caused this Agreement to be executed as o1'the dltc first above ~4~riiten.
LEG1-IORN INVESTMEi~''fS, LTD. Q}~: Robert Glusman, General Partner
}301`1'LEBRUSI ~ INVESTMENTS, ~.J'. [~y: Pearl Gardner, President o1~ E3ottlebrush Financial, lnc., General Partner
S7'EVE1~I HEl~-90FF
DOUGLAS HALL
THC ESTATE OF ST~1NI,f:Y C'I1AlS By: }'amcl~ Chair, Executrix
PAMELA C'HA15
APPLCBY PRt)l.)UCl'IONS LTD. Bv: Aamela Chaffs, President r ~ ~, ~
~, '~, a APPLEBY PRODUCTI NS L"fD. D~FINL:D CO1~~T'R.1BlJ ION PLAN B~~: Michael L. I~~irschf'e1d, Esq., counsel of record in tl~e C€ilil'ornia Private Actions
Page 2~ ~~ ~~
APPLCBY 'RODUCTI~NS LTD. MONEY PURCIIASL I'.AN B~~: ivlirhacl L. )~irschleld, F:sq., cuunsel oi~ record in the California Private Actions - ~r„~ ~° r APPLEBY PRODUCTI NS 1.;I"D. PROFIT SHARING PLAN By: Michael L. Hirschfeld, Esq., counsel of record iii the California Private Actions
CHATS INVESTMENTS. I.TD. fay: ti'~~illiam Chair, President, C)nonda~a. Inc., its General Partner•
CI-TATS 199] FAMILY 1~RUS'I~ (NO~'~ CONSISTING OF TIIE SURVIVOR'S TRUST UNDER CI-IAIS 1991 1=AMIL.1' TRUST DATED SLPTEMBCP, 4, 1991 ANU TH6 MAftIT,~L 7'RUS'I' UNDER CHA.IS 1991 FAMILY TRUST UATED SI?P`fEM98ER 4, 1991) By: Pamela Chair, '('rustee
CHA1S FAMILY FOUNDAT'lON By: Pamela Chair, !'resident
EM1Ll' CHASALOVI'
MARK CHAIS
WILLIAM GHATS
Paste 23 APPLEBY PRODUCTIONS L7'll. MONEY PURCHASE PLAN By: Michael L. Hirschfeld, ~sq., counsel or record in the California Private Actions
APPLEBY PRODUCTIONS LTU. PROFIT SHARING PLAN By: Michael L. Hirschfeld, Esq., counsel of record in the California Private Actions
;f r /;' ;,~,:.~ S ESTM~NTS, LTD. By: William Chais, President, Onondaga, 1nc., its General Partner
C]~AIS 1991 FAMILY TRUST(NOW CONSISTING OF THE SURVIVOR'S TRUST UNDER CHAtS 1991 rAMILY TRUST DATED SEPTEMBER 4, 1991 AND TI-I~ MARITAL TRUST UNDER CHAiS 1991 T'AM1LY TRUST DATED SEPTEMBER 4, 1991) By: Pamela Chais, Trustee
CHATS rAM1LY FOUNDATlOT~~ By: Pamela Chais, President
EMILY CHASALOW
MARK CHRIS
VViLL1AM CHRIS
Page 23 APPLEBY PR011UC7'IONS L1'D. MON~1'PURCHASE PLAN By: Michael L. l~irschfeld, Esq., counsel of record in the California Private Actions
APPLEBY PRODUCTIONS LTD. PROFIT S]-IAR.ING PLAN By: Michael L. Hirschfeld, ~sq., counsel of record in the California Private Actions
CI-3AIS INVES'fMEN1'S. LTD. By: William Chais, President, Unaldaga, Inc., its General~,~ Partner~~
CHA1S 1991 FAMILY TItUS7'(NUV~' CONSISTING OF THE SURV]VOR'S TRUST UNDER CHATS 1991 FAMILY TRUST DATED SEPTEMBER 4, 1991 AND THE MARITt1L TRUST' UNDER CHA1S 1991 F1IMILY "]~ItUS'1' DATED SLPT~MII~R 4, l ~9] ) By: Pamela Chaffs, Trustee
CHAS I=AMIL~FOt DATIOJ~N~L By: Pamela ChAis, President ~ ~
E ILY CH SALO~'V
MARK CHAIS
WILLIAM CHATS
Page 23 APPLEBY PRODUCTIONS LTD. MONEY PURCHASE PLAN By: Michael L. Hirschfeld, Esq., counsel of retard in the California Private Actions
APPLEBY PRODUCTIONS LTD.PROfi1T SHARING PLAN By: Michael L. Hirschfeld, Esq., counsel of record in the California Private Actions
CHAIS INVESTMENTS, LTD. }3y: William Chaffs, President, Onondaga, Inc., its General Partner
CHAIS 1991 FAMILY TRUST(NOW CONSISTING OF THE SURVIVOR'S TRUST UNDER CHRIS 1991 FAMILY TRUST DATED SEPTEMBER 4, 1991 AND THE MARITAL TRUST UNDER CHRIS 1991 FAM]LY TRUST DATED SEPTEMBER 4, 1991) By: Pamela Chaffs, Trustee
CHRIS FAMILY FOUNDAT]ON By: Pamela Chaffs, President
EM1LY CHASALOW
M CHAI
WILLIAM CHATS
Page 23 APPLCBY PRODUCTIONS LTD. MONEY PURCHASE PLAN By': tviichael L. Hirschfeld, Esq., counsel of record in the California Private Actions
APPLEBY PRODUCTIONS LTD. PROFIT SHARING PLAN By: Michael L. Nirschfeid, Csq., counsel of record in the California Private Actions
CI-~A1S 1NVESTMENT5, LTD. By: William Chuffs, President, Onondaga, Inc., its General Partner
CHAlS 1991 FAMIi,YTRUST(NSW CONSISTING OF THE SURVIVOR'S TRUST UND£R CHATS 1991 FAMILY TRUST DATED SEPTEMCiER 9, 1991 AND THE MARITAL TRUST UNDCR CHATS 1991 i=AM[I~1' TRUST DATED SEPTEMBER 4, 1991) Dy: Pamela Chaffs, Trustee
CHA1S FAMILY FOUNDATION ~+~ By: f~amela Chaffs, President
EMILY CHASAt,OW
MARK }•IA(S
V
~~TIL ]AM CHATS ~Y . Page 33 I
~(/ ~ ~ ~i7 MICHAEL CHASALUW
M1Rl CHA1S
WR~NN CI~1]S
1994 TRUST FOR T1IE CHILDREN OP STANI~EY AND PAMELA CHATS }3y: William Chais, Trustee
1X96 TRUST FUR THE CH11.,1)R.I:N n1" STANLEY AND PAMELA CHAS By: William Chais, Trustee
BLMIS ACCOUNT 1C1286, SUED HEREIN AS 1999'1'RUST FOR THF_, CHILDREN 01= STANLL,Y AND PI\MELA CHRIS By: Steven J. Katzman, Lsy., counsel of record in the California Private Actions
1999 TRUST FOR THL GIZANDCHILDRCN OF STANLI~Y AND PAMELA CHATS By: William Chaffs, Trustee
w n E 1 C 1S 19 By: ern' 'hasalow, Trustee
Pale 24 IvIIC~~AEL CHASALOW
TRI CI3AIS
WRENN CHRIS
1994 TRUST FOR THE CHILDREN OF S1'ANLE1' t~I~TD PAMELA CHRIS By: William Chais, Trustee
]99b TRUST rOR TIC CHILDREN OF STANLEY AND PAMELA CHRIS By: William Chais, Trustee
nLMIS ACC011NT 1C1286. SUED HEREIN AS ]999 TRUST FOR "I'HL CHILDREN OF STANLEY AND PAMELA CE-IAIS By: Steven J. Katzman, Esq., counsel of record in the California. Private Actioi3s
l 999 TRUST FOR THE GRANDCHILDREN OF STANLEY' AND PAMELA CHRIS By: William Chais, Trustee
EMILY CHRIS 1983 TRUST By: Emily Chasalow, Trustee
Pagc 24 MICHAEL CHASALOW
MIR] CHAIS
RENN HAIS ~ t ,~- ,, - 1 9 T FOR. Tl-I~ CHILDREN OF STANLEY AND PAMELA CHATS By: Willem Chais, T.rusiee ~ i, ~~
19 RUST FOR THE CHILDREN OF STANLEY AND PAMELA CHAIS By: William Chais, Trustee
BLMIS ACCOUI~'T lC]286, SUED HEREIN AS 1999 TRUST TOR THE Cl-~ILDREN OF STANLEY AND PAMELA CHATS By: Steven J. Katzman, Esq., counsel of record in t e California !'rivate Actions ~/ _ ,-~~ TR POR THE GRANDCHILDREN OF STANLEY AND PAMELA CHAS IIy: William Chais, Trustee
EMILY CHRIS 1983 TRUST By: Emily Chasalow, Trustee
Page 24 MICHAEL CHASALOW
MIRI CHATS
WRENN CHAIS
1994 TRUST FOR THE CHILDREN OF STANLEY AI D PAMELA CHRIS By: William Chais, Trustee
1996 TRUST FOR THE CHILDREN OF STANLEY AND PAMELA CHRIS By: William Chais, Trustee
i
BLMI ACCOUNT 1 C 1286, SUED HERE]N AS 1999 TRUST FOR THE CHILDREN OF STANLEY AND PAMELA CHRIS By: Steven J. Katzman, Esq., counsel of record in the California Private Actions
1999 TRUST FOR THE GRANDCHILDREN OF STAI~ILEY AND PAMELA CHRIS By: William Chats, Trustee
EMILY CHATS 1983 TRUST By: Emily Chasalow, Trustee
Page 24 :~
~~ i E .1LY C AST t1S . l IIy: Emily Chasalow,']'rustee
ILY;C IS TRUST NO.2 By: Emily Chasalow, Trustee ~~~" EMILY C 1S TRUST N0.3 By: L'mily Chasalow, Trustee
i A` ~'V E 1LY CH S ISSUE TRUST NO. 1 By: rmily hasalow, Trustee
U ~Ml~ Q~ ~' l~n ~ i1.t~ 11X^l/l~ L-;N11LY CH~S ISSUE TRUST N0. 2 By: l~mily asalow,']'rustee
MARK HUGH CHATS TRUS"t N0. 1 By: MArk Chaffs, Trustee
MARK I IUGf 1 CI IAIS TRUST NO. 2 By: I~4ark Chaffs, 7'rustec
A~IARK HUGH CHATS TRUST NO. 3 By:1~9ark Chaffs, Trustee
MARK HUGH CHATS ISSUE TRUST NO. By: Mark Chaffs, Trustee
Page 25 E1vIILY CHRIS TRUST NO. 1 By: Emily Chasalow, Trustee
EMILY CHRIS TRUST N0.2 By: Emily Chasalow, Trustee
EMILY CHRIS TRUST NO. 3 By: Emily Chasalow, Trustee
EMILY CHAiS ISSiJE TRUST NO, 1 By: Emily Chasalow, Trustee
EMILY CHRIS ISSUE'I'RUST NO.2 By: Emily Chasalow, Trustee
MA HUGH C TRUST N . 1 By: Mark Chais, Trustee
M HUG C S TRUST NO.2 By: Mark Chais, Trustee
MA HUG C S TRUST NO. 3 By: Mark Chais, Trustee
M HU H CHATS ISSUE TRUST NO. 1 By: Mark Chais, Trustee
Page 25 C HUG C S 1SSUE TRUST NO.2 By: Mark Chais, Trustee
MA HUG CHA1S 1983 TRUST By: Mark Chais, Trustee
WILLIAM FREDERICK CHRIS TRUST NO. 1 By: William Chais, Trustee
WILLIAM FREDERICK CHRIS TRUST NO.2 By: William Chais, Trustee
WILLIAM FREDERICK CHRIS TRUST NO. 3 By: William Chais, Trustee
WILLIAM FREDERICK CHRIS ISSUE TRUST NO. l By: William Chais, Trustee
WILLIAM FREDERICK CHRIS ISSUE TRUST NO. 2 By: William Chais, Trustee
WILLIAM FREDERICK CHATS 1983 TRUST By: William Chaffs, Trustee
Page 26 MARK HUGH CHRIS ISSUE TRUST NO. 2 By: Mark Chais, Trustee
MARK HUGH C1~AlS 1983 TRUST By: Mark Chais, Tju~stee
~--
W AM FRED ~ TCK CHRIS TRUST NO. 1 By: William Thai"s~ustee ,.
~.~=~ LLIAM FREDERICK CI-lAIS TRUST NO.2 IIy: William Chaffs, Tnysi
r~ l ~~-~~~ l r ...J ~~.-!(~ LIAM FREDERICK CHATS TRUST NO. 3 I3y: William ChaisJ~ee ~f
LL1AM FRI;DER]CK CHA1S ISSUE TRUST NO. 1 fay: William Chaffs, Trustee
l ~/ .,~— ~ LLIAM FREDERICK CHA1S ISSUE TRUST NO,2 By: William C~iais, Tr stee
L1AM FREDERICK CHATS 1983 TRUST By: William Chaffs, Trustee
Page 26 l / ,/~
THE WILLIAM A~Nb 1~'RENN CHRIS 1994 FAMILY TRUST By: William Chaffs, Trustee
ARI CHRIS 1999 TRUST By: Mark Chaffs, Trustee
ARI CHRIS TRANSFEREE TRUST NO. 1 By: Mark Chaffs, Trustee
BENJAMIN PAUL CHASALOW 1999 TRUST By: Emily Chasalow, Trustee
BENJAMIN PAUL CHASALOW ~'RANSPEREE TRUST NO. ] 13y; Emily Chasalga~Trustee ~~' ~ ~'f FRANCES CHRIS 1994 TRUST By: William Chais,~'rust e
C OE FRANCES CHATS TRANSP~REE TRUST NO. 1 By: William Chaffs, Trustee
f~ -~% J ATI-~AN WOLF CHRIS 1996 TRUST By: William Chaffs, Trustee
Page 27 THE WILLIAM AND WRENN CHAIS 1994 FAMILY TRUST By: William Chais, Trustee
ARI HA1S 1999 TRUST By: Mark Chais, Trustee
ARl IS T SFEREE TRUST NO. 1 By: Mark Chais, Trustee
BENJAMIN PAUL CHASALOW 1999 TRUST By: Emily Chasalow, Trustee
BENJAMIN PAUL CHASALOW TRANSFEREE TRUST NO. 1 By: Emily Chasalow, Trustee
CHLOE FRANCES CHRIS 1994 TRUST By: William Chais, Trustee
CHLOE FRANCES CHATS TRANSFEREE TRUST NO.] By: William Chais, Trustee
JONATHAN WOLF CHRIS 1996 TRUST By: William Chais, Trustee
Page 27 THE WILLIAM AND WRLNN CHRIS 1994 FAMILY TRUST 13y: William Chais, Trustee
ARl CHATS 1999 TRUST By: Mark Chais, Trustce
ARI CHA1.5 TRANSFEREE TRlJST NO. l By: Mark Chais, Trusiee
1 c
RFN.tAMi PAIJL CI A AI.:OW 1999 TRUST t3y: ~,mi1y Chasalc7w, Trustee
B AMIN P L CHASALU W TRANSFEREE TRUST NO. 1. By: Emily Chasalow, Trustee
C1-{T,OE FRANCES CHRIS 1994'TRUST I3y: Vl'illiam Chais, Trustee
CT-iLOE }~RANCES CF~AIS 'I'R.ANSFEI~~E TRUST NO. 1 I3y: ~~1~illiam Chais, Trustee
JONATI-SAN ~UOLF Cl-JAIS 199G TRUST fay: William Chaffs, Trustee
Page 27 r~
J N 'HAN CHA1S TRANSFEREE TRUST NO. 1 By: William Chais, Trustee
JUSTIN ROBERT Cl-IASALOV~~ 1999 TRUST By: Emily Chasalow, Trustee
JUSTIN ROBERT CHASALOW TRANSFEREE TRUST N0, 1 By: Emily Chas~~ow~Trustee y .~i . A LINE CELIA CHAIS ]992 TRUST By: William Chais, Trustee (,~ '7 ,./..k% 1 AD LINE C IS TRANSFEREE TRUST N0. l By: William Chais, Trustee
RACHEL ALLISON CHASALOW 1999 TRUST By: Emily Chasalow, Trustee
RACHEL ALLISON CHASALOW TRANSFEREE TRUST NO. 1 IIy: Emily Chasalow, Trustee
TAL] CHRIS 1997 TRUST By: Mark Chais, Trustee
Page 28 JONATHAN CHATS "1'RANSI~~R~~: TRUST'NO. l By: William Chais, Trustee
JU TIN R B 'T ASALOW 1999 ~usr By: Emily Chasalow, Trustee
a~~ l I~' RO ERT CHASALOW TRANSFEREE 'T'RUST NO. 1 By: i~mily Chasalow, Trustee
MADLLINC C'I:LIA CHA.IS 1992 TRUST By: ~~Jilliam Chais,'I'rustee
VIADrLINE Cf~AIS TRANSFEREE T'RUS~' NO. l By: William Chaffs, "Trustee ~' v ~`, RE1C1 lEL A ISON CHASALOW 1999 TRUST" By: Emily Chasalow, Trustee _ V CHL=L A ISO CHASALOW TRANS EE TRUST NO. By: Emily Chasalow, Trustee
TAL]CHATS 1997 TRUST By: A9ark Chaffs, Tivstee
Page 2S JONATHAN CHATS TRANSFEREE TRUST NO. 1 By: William Chais, Trustee
JUSTIN ROBERT CHASALOW 1999 TRUST By: Emily Chasalow, Trustee
NSTIN ROBERT CHASALOW TRANSFEREE TRUST NO. 1 By: Emily Chasalow, Trustee
MADELINE CELIA CHAiS 1992 TRUST By: Willifun Chaffs, Trustee
MADELINE CHAIS TRANSFEREE TRUST NO.] By: Wi!]iam Chaffs, Trustee
RACHEL ALLISON CHASALOW 1999 TRUST By: Emily Chasalow, Trustee
RACHEL, ALLISON CHASALOW TRANSFEREE TRUST NO. 1 By: Emily Chasalow, Trustee
TALI CHRIS 1997 TR ST By: Mark Chaffs, Trustee
Page 28 TA CHATS TRA EREE TRUST NO. 1 By: Mark Chais, Trustee
UNIC CLE ING COMPANY I3y: Mark Chais, President of Unicycle Corp., its General Partner
UNIC CLE CORP. By: Mark Chais, President
UNICYCLE CORPORATION MONEY PURCHASE PLAN By: Steven J. Katzman, Esq., counsel of record in the California Private Actions
ONONDAGA,INC. By: William Chais, President
THE ONONDAGA,INC. MONEY PURCHASE PLAN By: Steven ]. Katzman, Esq., counsel of record in the California Private Actions
THF_ ONONDAGA,INC. DEFINED 33ENEFIT PENSION PLAN ~3y: Steven J. Katzman, Esq., counsel of record in the California Private Actions
CHATS MANAGEMENT,INC. By: William Chais, President
Page 29 TALI CHAIS TRANSFEREE TRUST NO. 1 By: Mark Chais, Trusiee
UNICYCLE TRADING COMPANY By: Mark Chais, President of Unicycle Corp., its General Partner
tTNICYCLE CORP. By: Mark Chais, President
YCLE C RPORATI01~' -Y PURCHASE PLAN By: Steven J. Katzman, Esq., counsel of record in the California Private Actions
ONONDAGA,INC. By: William Chais, President
ONONDAGA,INC. MO PURCHASE PLAN By: Steven J. Katzman, ~sq., counsel of record in the California Private Actions
T NONDA A, iNC. DEI~IN~ BENEFIT PENSION PLAN By: Steven J. Katzman, Esq., counsel of record in the California Private Actions
CHAIS MANAGEMENT,INC. By: William Chais, President
Page 29 TALI CHAIS TRANSFEREE TRUST 1~T0. l By: Mark Chaffs, Trustee
UNICYCLE TRADING COMPANY By: Mark Chaffs, Aresident of Unicycle Corp., its General Partner
UNICYCLE CORP. By: Mark Chaffs, President
UN1Cl'CLE CORPORATION MONEY PURCHASE PLAN E3y: Steven J. Katzman, Esq., counsel of record in the California Private Actions ;~ ~~-/? ~~ ~ ~ ~ ONDAG 'C. By: William Chaffs, President
THE ONOT~'DAGA, 1NC. MONEY PURCHASE PLAN By: Steven J. Katzman, Esq,, counsel of record in the California Private Actions
THE ONOI~~DAGA, INC. DEFINED BENEF]T PENSION PLAN 13y: Steven J. Katzman, Esy., counsel of record in the Californi~ivate Actions -~~ r. __. AIS ANA 1v1ENT, INC. By: William Chaffs, President
Page 29 `~'1 ~~ ~ ~ , ;:~. C A MA AGEi~f~NT LTD. By: William Chais, President, Chris Management, Inc., its General Partner i ( '- , ✓: AIS VENTURE HOLllINGS By: William Chais, President
JN WITNESS WHEREOF, the Trustee hereby signs onto and agrees to be bound by Sections 1, 2, 9 - 26, as of the date first above written.
IRVING H. PICARD, Trustee for the liquidation proceedings of Bernard L. Madoff Jnvestment Securities LLC and the substantively consolidated Chapter 7 estate of Bernard L. Madoff
Page 30 CHRIS MA.NAGBMENT LTD. By: William Chaffs, President, Chaffs Management,Inc., its General Parpner
CHRIS VENTURE HOLDINGS By: William Chaffs, President
IN WITNESS WHEREOF,the Trustee hereby signs onto and agrees to be bound by Sections 1, 2, 9 - 26, as of.the date first above written.
. /GC~i~.~'~- IItVING H.PIC , Tnzstee for the liquidation procee gs of Bernard L. MadoffInvestment Securities LLC and the substantively consolidated Chapter 7 estate ofBernard L. Medoff
Page 30 EXHIBIT 1
WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN LAW CORPORATION 2 Marvin Gelfand(SBN 53586) [email protected] 3 10250 Constellation Blvd., Suite 2900 Los Angeles, California 90067 4 Telephone: (310 858-7888 Fax: (310 550-7191 5 Attorneysfor Plaintiffand Cross Defendant 6 Bottlebrush Investments, L.P. and Leghorn Investments, Ltd. 7 MILBERG LLP SEEGER WEISS LLP 8 2850 Ocean Park Blvd. Suite 300 STEPHEN A. WEISS (pro hac vice) Santa Monica, CA 90405 [email protected] 9 Telephone:(213) 617-1200 CHRISTOPHER M. VAN de KIEFT (pro hac vice) Fax: (212)868-1229 [email protected] 10 One William Street New York, NY 10004 11 Telephone: (212)584-0700 Fax: (212)584-0799 MILBERG LLP BARRY WEPRIN (pro hac vice) 13 [email protected] JOSH[JA KELLER (pro hac vice) 14 [email protected] One Pennsylvania Plaza, SOth Floor 15 New York, NY 10119 Telephone:(212) 594-5300 16 Fax: (212)868-1229
17 [Additional Counsel on Signature Page] 18 Attorneysfor Plaintiffs Douglas Hall and Steven Heimoff
19 SUPERIOR COURT OF THE STATE OF CALIFORNIA 20 COUNTY OF LOS ANGELES,CENTRAL DISTRICT 21 I~BOTTLEBRUSH INVESTMENTS,L.P., CASE No. BC 407967 22 ~a California limited partnership, Assigned for All Purposes to the Honorable 23 Plaintiff, Elizabeth Allen White, Department 48 24 v. NOTICE OF PROPOSED 25 LAMBETH COMPANY,a SETTLEMENT OF DERIVATIVE ~rnia limited partnership, et al., ACTIONS AND OF SETTLEMENT 26 HEARING Defendants. 27 CASE NO.: BC 408661 28 1 EGHORN INVESTMENTS,LTD., a alifornia limited partnership, [Related to Case Nos. BC 409548, 2 BC 413821, BC 413820 BC 422257 and Plaintiff, BC 456932] 3 v. 4 RIGHTON INVESTMENTS, LTD., a S alifornia limited partnership, et al, 6 Defendants. 7 ND RELATED CROSS-ACTIONS 8
9 DOUGLAS HALL, as Co-Trustee of the ; Lead Case No. BC413820 10 VIVIAN H. HALL IRA and Derivatively on Consolidated with: BC413821 Behalf of CRESCENT SECURITIES, 11 [Related to Case Nos. BC404557, BC404557 Plaintiff, ; BC407721, BC407967, BC408661, BC40965 12 BC422257 and BC422258] vs. 13 PAMELA CHRIS as executor of the estate of 14 STANLEY CHRIS, et al. Defendants, 15 and 16 TI-~ POPHAM COMPANY, 17 First Nominal Defendant, 18 and 19 MARLOMA SECURITIES, 20 Second Nominal Defendant. 21
22 AND 23 STEVEN HEIMOFF, as Trustee of the STEVEN HEIMOFF IRA Derivatively 24 and on , behalf of MARLOMA SECURITIES,
25 Plaintiff,
26 vs. 27 PAMELA CHRIS as executor of the estate of STANLEY CHRIS, et al, 28 1 Defendants,
2 and
3~ TIC POPHAM COMPANY,
First Nominal Defendant,
~I and
MARLOMA SECURITIES,
7 Second Nominal Defendant. 8
9
10
11
12
13
14
15
16
17
18
19
21
22
23
24
25
26
27
28 NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF DERIVATIVE LITIGATION
TO: ALL PARTNERS OF THE LAMBETH COMPANY; THE POPHAM COMPANY; 3 AND BRIGHTON INVESTMENTS (THE "CALIFORNIA LIMITED PARTNERSHIPS") 4 AND ALL PARTNERS OF MARLOMA SECURITIES AND CRESCENT SECURITIES (TIC "SUB-PARTNERSHIPS"), AND ALL PARTNERS 5 OF ANY PARTNERSHIP (IN ADDITION TO TI-~ SUB-PARTNERSHIPS) THAT WAS A LIMITED PARTNER OF THE CALIFORNIA LIMITED PARTNERSHIPS. 6 THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF FOUR 7 DERIVATIVE ACTIONS AND CLAIMS ASSERTED THEREIN. LIMITED 8 PARTNERS OF THE CALIFORNIA LIMITED PARTNERSHIPS, PARTNERS OF THE SUB-PARTNERSHIPS, AND PARTNERS OF ANY PARTNERSHIP (IN 9 ADDITION TO THE SUB-PARTNERSHIPS) THAT WAS A LIMITED PARTNER OF TAE CALIFORNIA LIMITED PARTNERSHIPS ARE" 10 ENTITLED TO OBJECT, IF THEY DESIRE, TO THE SETTLEMENT OF THE DERIVATIVE CLAIMS AS DESCRIBED HEREIN. IF THE COURT 11 APPROVES THE DERIVATIVE SETTLEMENT, YOU WILL BE BARRED FROM CONTESTING THE FAIRNESS, REASONABLENESS OR ADEQUACY OF THE PROPOSED SETTLEMENT, AND FROM PURSUING THE SETTLED 13 DERIVATIVE CLAIMS.
14 ALL PARTNERSHIPS THAT WERE LIMITED PARTNERS OF ANY OF THE CALIFORNIA LIMITED PARTNERSHIPS ARE HEREBY REQUESTED 15 TO FORWARD A COPY OF THIS NOTICE TO THEIR PARTNERS AT THEIR 16 LAST KNOWN ADDRESSES.
17 PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY TffiS LITIGATION AND 1 g SETTLEMENT. 1 1. The purpose of this Notice is to inform you about: (i) the pendency of the abo~ 2 captioned lawsuits (the "Litigation" or "Plaintiffs' Actions"), which were brought derivatively Plaintiffs Leghorn Investments, Ltd.("Leghorn") on behalf of Brighton Investments; Bottlebn 211 Investments, LP ("Bottlebrush") on behalf of the Lambeth Company; Steven Heimoff as Trus of the Steven Heimoff IRA ("Heimoffl') on behalf of both the Popham Company and Marlon Securities, a limited partnership formed for the sole purpose of investing in the Poph; Company; and Douglas Hall as co-trustee for the Vivian Hall 23 IRA ("Hall") on behalf of Lambeth Company and Crescent Securities,' a limited partnership formed for the sole purpose 24. investing in the Lambeth Company ("Plaintiffs") in the Superior Court of California, County Los Angeles (the "Court"); (ii) a proposed settlement of Plaintiffs' Actions (the "Settlement 25 subject to Court approval, as provided in a Settlement Agreement (the "Agreement") that 26
27 ' Marloma Securities and Crescent Securities are the "Sub-Partnerships." 28 NOTICE OF PROPOSED SETTLEMENT - 1 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. filed with the Court and is available for review at ;and (iii) the hearing that the Court wi hold on , 2016 to determine whether to approve the Settlement ("Settlement Hearing" to consider Plaintiffs' counsels'2 application for an award of attorneys' fees and fc reimbursement of litigation expenses incurred in the prosecution of Plaintiffs' Actions, an application for incentive awards for Douglas Hall, Steven Heimoff, Pearl Gardner, President c Bottlebrush Financial, Inc., general partner of Bottlebrush, and Robert Glusman, general partn~ of Leghorn (the "Individual Plaintiffs")3 2. The Agreement was entered into as of October 19, 2016, by and among the following: (a) Plaintiffs; (b) the Stanley Chais Defendants;4 (c) the Chais Related Defendants;
Z Milberg LLP is counsel to Hall and Heimoff and Weintraub Tobin Chediak Coleman Grodin, Inc. is counsel to Bottlebrush and Leghorn. 3 All capitalized terms not otherwise defined in this Notice shall have the meaning provided in the Agreement. ° The Stanley Chais Defendants aze the Estate of Stanley Chais; Pamela Chais; Appleby Productions Ltd.; the now- defunct defined contribution plan formerly known as Appleby Productions Ltd. Defined Contribution Plan; the now defunct money purchase plan formerly known as Appleby Productions Ltd. Money Purchase Plan; the now-defunct profit sharing plan formerly known as Appleby Productions Ltd. Profit Sharing Plan; Chais Investments, Ltd.; Chai; 1991 Family Trust(now consisting of the Survivor's Trust under Chais 1991 Family Trust dated September 4, 1991 and the Marital Trust under Chais 1991 Family Trust dated September 4, 1991); and Chais Family Foundation. 5 The Chais Related Defendants are Emily Chasalow; Mark Chais; William Chais; Michael Chasalow (who was dismissed as a defendant from the Plaintiffs' Actions but is included in the definition of Chaffs Related Defendants for definitional convenience); Miri Chaffs, referred to in the complaint in the Trustee's Action (defined below, in Paragraph 9)(the "Trustee Complaint') as Mirie Chaffs (who was dismissed as a defendant from the Plaintiffs' Actions but is included in the definition of Chaffs Related Defendants for definitional convenience); Wrenn Chaffs; 1994 Trust for the Children of Stanley and Pamela Chaffs; 1996 Trust for the Children of Stanley and Pamela Chaffs, referred to in the Trustee Complaint as The 1996 Trust for the Children ofPamela Chaffs And Stanley Chaffs; BLMIS Account IC1286, sued in the Trustee Complaint as The 1999 Trust for the Children of Stanley and Pamela Chaffs; 1999 Trust for the Grandchildren of Stanley and Pamela Chaffs; Emily Chaffs 1983 Trust; Emily Chaffs Trust No. 1, Emily Chaffs Trust No. 2, and Emily Chaffs Trust No. 3, referred to collectively in the Trustee Complaint as The Emily Chaffs Trust; Emily Chaffs Issue Trust No. 1 and Emily Chaffs Issue Trust No. 2, referred to collectively in the Trustee Complaint as The Emily Chaffs Issue Trust; Mark Hugh Chaffs Trust No. 1, Mazk Hugh Chaffs Trust No. 2; and Mazk Hugh Chaffs Trust No. 3, referred to collectively in the Trustee Complaint as The Mark Hugh Chaffs Trust; Mazk Hugh Chaffs Issue Trust No. 1 and Mazk Hugh Chaffs Issue Trust No. 2, refereed to collectively in the Trustee Complaint as The Mark Hugh Chaffs Issue Trust; Mark Hugh Chaffs 1983 Trust; William Frederick 21 Chaffs Trust No. 1, William Frederick Chaffs Trust No. 2, and William Frederick Chaffs Trust No. 3, referred to collectively in the Trustee Complaint as The William Frederick Chaffs Trust; William Frederick Chaffs Issue Trust No. 1 and William 2 Frederick Chaffs Issue Trust No. 2, referred to collectively in the Trustee Complaint as The William F. Chaffs Issue Trust; William Frederick Chaffs 1983 Trust; The William and Wrenn Chaffs 1994 Family Trust; Ari Chaffs 1999 2: Trust; Ari Chaffs Transferee Trust No. 1, referred to in the Trustee Complaint as The Ari Chaffs Transferee #1 Trust; Benjamin Paul Chasalow 1999 Trust; Benjamin Paul Chasalow Transferee Trust No. 1, refereed to in the Trustee 2: Complaint as The Benjamin Paul Chasalow Transferee #1 Trust; Chloe Frances Chaffs 1994 Trust, referred to in the Trustee Complaint as The Chloe Francis Chaffs 1994 Trust; Chloe Frances Chaffs Transferee Trust No. 1, referred tc 2~ in the Trustee Complaint as The Chloe Francis Chaffs Transferee #1 Trust; Jonathan Wolf Chaffs 1996 Trust, refereed to in the Trustee Complaint as The Jonathan Wolf Chaffs Trust; Jonathan Chaffs Transferee Trust No. 1, referred to in 2: the Trustee Complaint as The Jonathan Chaffs Transferee #1 Trust; Justin Robert Chasalow 1999 Trust; Justin Robert Chasalow Transferee Trust No. 1, referred to in the Trustee Complaint as The Justin Robert Chasalow Transferee #1 21 Trust; Madeline Celia Chaffs 1992 Trust; Madeline Chaffs Transferee Trust No. 1, referred to in the Trustee Complaint as The Madeline Chaffs Transferee #1 Trust; Rachel Allison Chasalow 1999 Trust; Rachel Allison 2' Chasalow Transferee Trust No. 1, referred to in the Trustee Complaint as The Rachel Allison Chasalow Transferee #1 Trust; Tali Chaffs 1997 Trust; Tali Chaffs Transferee Trust No. 1, referred to in the Trustee Complaint as The Tali 2 NOTICE OF PROPOSED SETTLEMENT - 2 - DERIVATIVE ACTIONS AND OF SETTLEMF
Case No. (collectively, the "Parties" or "Settling Parties'; and (d) subject to the express limitations mo fully set forth in the Agreement, Irving H. Picard, in his capacity as trustee (the "Trustee") and the Securities Investor Protection Act of 1970 ("SIPA"), 15 U.S.C. §§ 78aaa et seq., as amende for the liquidation of the business of Bernard L. Madoff Investment Securities LLC ("BEMIS and the substantively consolidated Chapter 7 estate of Bernard L. Madoff("Madoffl'), subject the approval of the Court6 3. The following description of the Litigation and Settlement does not constitt findings of the Court. It is based on statements of the Plaintiffs and/or Defendants and shou not be understood as an expression of any opinion of the Court as to the merits of any of t claims or defenses raised by any of the Parties. The Court has not yet approved the Settlement.
4. The purpose of this Notice is to explain the Litigation, the terms of the Sett and how the Settlement affects your legal rights, as a partner of the California Partnerships) and/or partner of the Sub-Partnerships) (collectively, the "Limited Pa and/or partner of any partnership (in addition to the Sub-Partnerships) that was a limited of the California Limited Partnerships. 5. In a derivative action, one or more people and/or entities who are current part of a partnership sue on behalf of and for the benefit of the partnership, seeking to enforce partnership's legal rights. 6. As described more fully below, you have the right to object to the Settlement, the application by Plaintiffs' counsel for an award of attorneys' fees and reimbursement of expenses and the application for incentive awards for the Individual Plaintiffs. You have the right tc appear and be heard at the Settlement Hearing, which will be held on , 2016, at :_ .m., before the Honorable Elizabeth A. White, at the Superior Court of California, 5th Floor Stanley Mosk Courthouse, 111 North Hill Street, Dept. 48, Los Angeles, CA 90012. At the Settlement Hearing, the Court will determine whether: a. The Settlement should be approved; b. Plaintiffs' Actions and all claims, including any counterclaims, asserted b or against any of the Settling Parties therewith, should be dismissed with prejudice as set forth i the Agreement; 21 c. Plaintiffs' counsels' request for an award of attorneys' fees reimbursement of expenses should be approved by the Court; and 2
2:
2: Chais Transferee #1 Trust; Unicycle Trading Company; Unicycle Corp., individually and as the General Partner 2~ Unicycle Trading Company; the now-defunct money purchase plan formerly known as Unicycle Corporation Mon Purchase Plan; Onondaga, Inc., individually and as General Partner of Chais Investments Ltd.; the now-defu 2: money purchase plan formerly known as The Onondaga, Inc. Money Purchase Plan; the now-defunct defined bens pension plan formerly known as The Onondaga, Inc. Defined Benefit Pension Plan; Chais Management, Ir 2~ individually and as General Partner of Chais Management Ltd.; Chais Management Ltd.; and Chais Vent Holdings.
2' 6 Collectively, the Stanley Chais Defendants and the Chais Related Defendants are the "Defendants". 2. NOTICE OF PROPOSED SETTLEMENT - 3 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. d. Plaintiffs' counsels' request for an incentive award for the Indivi Plaintiffs should be approved by the Court. 2
3 7. In 2009, the Plaintiffs filed separate derivative actions against Chais,' others, seeking recovery of funds lost as a result of Madoff Ponzi scheme, and alleging, 4 other things, breach of fiduciary duty, breach of contract, negligence, fraud, unjust enri and fraudulent 5 conveyance. 8. In 2009, the California Attorney General (the "CRAG") filed suit against Chai: 6 for alleged wrongful conduct arising from Chais's investments in the Madoff Ponzi scheme, ThE People of the State of 7 California v. Chais, et al., Case No. BC422257 (the "CRAG Action") Like with the Plaintiffs' Actions, the CRAG Action seeks to recover from the Estate of Stanle; 8 Chais the fees Chais was paid by investors in the California Limited Partnerships and seeks fron Chais the full restitution of the principal investments made into the California Limite Partnerships. Although the CRAG Action sought administrative relief unavailable in the Plaintiffs' Actions, unlike the Plaintiffs' Actions, however, the CRAG Action does not seek tc recover profits from the investments in the California Limited Partnerships and the Sub 11 Partnerships. Furthermore, the CAAG Action names only a single specific defendant, the Estate of Stanley Chais. The Plaintiffs' Actions, on the other hand, name numerous individuals any 12 entities, in addition to the Chais Estate, such as the Chais Related Defendants. The Plaintiffs Actions, therefore, seek to recover assets due to Chais's alleged wrongful conduct from more 13 individuals and entities than the CRAG Action. 14 9. The Trustee, in 2009, prior to the filing of the Plaintiffs' Actions, in connec with the BLMIS liquidation proceeding pending in the Bankruptcy Court for the Sout 15 District of New York, filed an action in the same court against Defendants, Picard v. Sta Chaffs, et al., Adv. Pro. No. 09-1172 (SMB),(the "Trustee Action") seeking to recover alle 16 fraudulent transfers to the Defendants. The Plaintiffs' Actions substantially overlap with 17 Trustee Action in both the claims and named defendants, but unlike the CRAG Action, s. recovery from the Chaffs Related Defendants. 18 10. The Defendants have denied the claims asserted against them, disclaim a liability or damages, 19 and deny that they or Chaffs engaged in any wrongdoing or violation of 1. of any kind whatsoever. Accordingly, the Settlement may not be construed as an admission 20 the Defendants' or Chaffs' wrongdoing, nor construed or deemed to be evidence of or admission or concession on the part of any Def~dant or with respect to Chaffs regarding 1 21 merits of any claim, nor of any infirmity in the defenses that the Defendants or Chaffs have, could have, asserted in this Litigation. Likewise the Settlement shall in no event be construed 22 deemed to be evidence of or an admission or concession on the part of any Plaintiffs of a infirmity in 23 the claims that Plaintiffs have, or could have, asserted. 11. Since Plaintiffs' Actions were filed in 2009, the parties to the Litigation 24 engaged in extensive discovery and motion practice before the Court. Collectively, the p~ produced many thousands of pages 25 of documents during the course of the Litigation.
26 Plaintiffs also filed amended complaints which, a8er Chaffs passed away, named, among other defendants, 27 Chaffs as executor of the Estate of Stanley Chaffs (the "Chaffs Estate"). 28 NOTICE OF PROPOSED SETTLEMENT - 4 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. addition, Plaintiffs took and defended numerous depositions, including Chais's deposition to over the course of nine sessions in January, March, and Apri12010. Chais passed away in the of 2010. The Estate of Stanley Chais was thereafter substituted as a defendant in the Adver Proceeding, the Plaintiffs' Actions, the CRAG Action, and the Trustee Action. 12. During the Litigation, certain of the Defendants, including all of the Chais Rela Defendants, argued in demurrers filed with the Court, that certain claims brought by Plaintiffs should be dismissed because those clans are barred by the automatic stay imposed the United States Bankruptcy Code and belong to the Trustee. Plaintiffs opposed this argume Initially, the Court granted the demurrers, with leave to amend the complaints. Amen complaints were then filed, and additional demurrers were filed challenging the amen complaints.
8 13. On January 4, 2012, prior to the Court ruling on the demurrers to the amender complaints, the Trustee filed an adversary proceeding in the Bankruptcy Court for the Southern 9 District of New York against Plaintiffs and the CRAG, seeking to enjoin them from continuin€ to litigate the actions they filed in this Court, on the ground that the 10 automatic stay applied to 0 should be extended to both the Plaintiffs' Actions and the CRAG Action (the "Injunctive 11 Adversary Proceeding"). In addition to filing the Injunctive Adversary Proceeding, the Trustee filed an application with the Bankruptcy Court (the "Application") seeking an order to enforce 12 the automatic stay and immediately preclude both the Plaintiffs' Actions and the CRAG Action from going forward. 13 14. Numerous briefs were filed in connection with the Trustee's Application, and 14 hearing was set for July 2012 for argument on the Trustee's Application. At that hearing, the Bankruptcy Court, rather than rule on the Trustee's Application, referred the matter to mediation 15 Since August 2012, the Trustee, the CRAG,the Plaintiffs, the Stanley Chais Defendants and thi Chais Related Defendants engaged in multiple mediation conferences 16 and related mediation communications with the Hon. James L. Garrity, Jr., at that time retired from the United State. 17 Bankruptcy Court for the Southern District of New York, as mediator. 15. During and after these communications, the Plaintiffs engaged in 18 discussions negotiations regarding a resolution of Plaintiffs' Actions and the Trustee's Injunctive Advers Proceeding 19 against Plaintiffs. These negotiations led to the Agreement, which will resolve claims made in connection with the Plaintiffs' Actions and the Trustee's Injunctive Advers 20 Proceeding against Plaintiffs. The negotiations also resolved the Trustee Action (the "Tru; Agreement"), the CAAG Action, and the Trustee's Injunctive Adversary Proceeding against 21 CRAG (the "CRAG Agreement").8 16. Pursuant to the Trustee Agreement, the Stanley Chais Defendants have agreed turn over to the Trustee substantially all of their assets, and the Chais Related Defendants h. 23 agreed to pay to the Trustee an amount equal to their two-year transfers from their BLN accounts, as determined by the Trustee.9 24
25
26, a The CAAG Settlement Agreement can be obtained at www.weintraub.com and www.milberg.com. 27 9 The Trustee Agreement can be obtained at www.weintraub.com and www.milberg.com. 28 NOTICE OF PROPOSED SETTLEMENT - 5 - DERIVATIVE ACTIONS AND OF SETTLEMF
Case No. 17. Pursuant to the CRAG Agreement, a fund will be created for compensating investors in the California Limited Partnerships,the Sub-Partnerships and/or any partnership addition to the Sub-Partnerships) that was a limited partner of the California Limi Partnerships (the "Restitution Fund"), in the amount of Fifteen Million Dollars ($15,000,000), be funded in part through concessions by the Trustee and in part by contributions by certain the Defendants in consideration for, inter alia, (i) the termination of the CAAG Action, ~ resolution of all disputes between the Trustee and the Attorney General relating to the assets Stanley Chais and the Estate of Stanley Chais; and (iii) releases by Restitution Fund Claima~ (as defined in the CRAG Agreement) in favor of the Defendants and certain of their affilial agents and other related parties. 18. On the Bankruptcy Court errtered an order approving authorizing the Trustee (to the extent necessary) to enter into the Agreement, Trustee Agree and CRAG Agreement. 19. The Plaintiffs believe, based upon their investigation and discovery thus far, tt the claims asserted in this Litigation have merit. However, Plaintiffs and their counsel 1( < mindful of the inherent problems of proof of, and possible defenses to, the allegations asserted this Litigation, and recognize and acknowledge the expense and length of continued proceedir. necessary to prosecute this Litigation through trial and through anticipated appeals. Plainti 1: and their counsel also have taken into accourrt the uncertain outcome and the risk of a litigation, especially in complex actions such as the derivative litigation of this type, as well the difficulties and delays inherent in such litigation. Under the circumstances, Plaintiffs a their counsel have concluded that the terms and conditions of the Settlement Agreement are f~ reasonable and adequate to the California Limited Partnerships and the Sub-Partnerships, and 1_ their best interests, and have agreed to settle the claims raised in this Litigation pursuant to t terms and provisions of Agreement, after considering (i) the substantial benefits that ~ if California Limited Partnerships and the Sub-Par~erships will receive from resolution of t: Litigation on the terms set forth in the Agreemerrt, including but not limited to releases by ~ 1; Trustee for any potential clawback claims he may have against certain investors in the Califon Limited Partnerships and the Sub-Partnerships; (ii) the uncertainty l~ that a trial on the merits coi result in a judgment providing the California Limited Partnerships and/or the Sub-Partnersh: 1~ with the same or substantially the same benefits; (iii) the attendant risks and uncertainty continued litigation; and (iv) the desirability of permitting the Settlement to be consumma~ 2( without delay as provided by the terms of the Agreement. 2] 20. The terms and conditions of the proposed Settlement are set forth in ~ 2: Agreement. This Agreement has been filed with the Court and is also available for viewing www.weintraub.com and www.milberg.com. The following is only a summary of the terms 2. the Agreement. 2~ 21. The Restitution Fund will include Fifteen Million Dollars ($15,000,000) font under the terms of the CAAG Agreement plus additional. funds contributed pursuant to ~ 2` Agreement in the Plaintiffs' Actions in the amount of Five Million, Two Hundred Thousa Dollars ($5,200,000) ("Settlement Proceeds") for a combined total of Twenty Million 2t T' Hundred Thousand Dollars ($20,200,000), less any amounts, up to a maximum of One Hund~ 2' Thousand Dollars ($100,000), awarded by the Court for an incentive award to Plaintiffs and 1
2! NOTICE OF PROPOSED SETTLEMENT - 6 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. 1 any amounts, up to a maximum of Four Million Dollars ($4,000,000), awarded by the Court tc 2 Plaintiffs' counsel for attorneys' fees and costs, as discussed below. 22. Disbursements from the Restitution Fund shall be made by the CAAG ii 3 accordance with the CAAG Agreement. Those investors in the California Limiter Partnerships, in the Sub-Partnerships and/or any partnership (in addition to the Sub• 4 Partnerships) that was a limited partner in the California Limited Partnerships seeking ti 5 recover monies from the Restitution Fund must submit a claim in accordance with thi procedures established by the CRAG Agreement. 6 23. Those claimants who incurred a "Net Loss" or a "Nominal Loss" in relation tc ~ his, her or its investments) will be eligible to recover from the Restitution Fund. "Net Loss' means, with respect to a Restitution Fund Claimant, the amount by which the aggregate of al g investments made by such Restitution Fund Claimant to the California Limited Partnerships Sub-Partnerships and/or any partnership (in addition to the Sub-Partnerships) that was a limiter 9 partner of the California Limited Partnerships exceeds the aggregate amount of distribution. received by such Restitution Fund Claimant on account thereof. "Nominal 10 Loss" means, with respect to a Restitution Fund Claimant, the sum ofsuch Restitution Fund Claimant's interests i~ 11 the California Limited Partnerships' account balances with BLMIS as of December 11, 2008 The actual amounts that a Restitution Fund Claimant will actually receive will be determined i~ 12 accordance with CRAG Agreement.
13 24. In addition, under the Agreement, Defendants and certain others included witY the definition of Chais Releasees and Relevant Third Party Releasees will obtain injunctive rel 14 in the form set forth in Section 7(b) of the Agreement, and there will be a judicial dissoluti~ winddown and termination of existence for all purposes of the California Limited Partnerships 15 accordance with California law. 16 25. In connection with the Court's approval of the Settlement, all claims asserted b or against any of the Plaintiffs, including claims against Defendants, each Affiliate thereof, wi 17 be dismissed with prejudice. Additionally, the Plaintiff Group Members will releas Defendants and certain others included within the definition of Chais Releasees any 1 g Relevant Third Party Releasees, covenant not to sue and be enjoined from pursuing an, 19 and all actions, causes of action, and any other right to obtain any type of damages or an other remedies of whatever kind, whether individual, class, derivative, representative 20 legal, equitable, or any other type or in any other capacity, and that in any way arise out c or in connection with the California Limited Partnerships, the Sub-Partnerships, BLMI~ 21 the Madoff Ponzi scheme and/or any other matters involving Stanley Chais, subject t certain narrow exceptions. T'he full scope of the releases and the persons 22 and entities who ar the subject of the releases are set forth in the Agreement, which is available at www.milberg.cor 23 and www.weintraub.com.
26. As a result of the Bankruptcy Court approving the Trustee Agreement, no asse of the Chais Estate are available to pay the claims in Plaintiffs' Actions. Claims against tt remaining Defendants are much riskier than the claims against the Chais Estate. The: Defendants have limited assets, and any recovery in the Plaintiffs' Actions could be rendere moot by the terms of the Trustee Agreement, separately reached with Defendants. Under the 271 agreement, all assets of the Chais Estate go to the Trustee, and the Trustee can seek to obtain judgment in the Bankruptcy Court against the California Limited Partnerships for withdrawa 281 NOTICE OF PROPOSED SETTLEMENT - 7 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. they made from BLMIS. Although the specific amount of the Trustee's claim is not yet full; ascertained, it is anticipated that it could be in excess of $100 million and 21 potentially more than $1 billion. The Trustee can then assign that judgment to the Chais Related Defendants. If the Plaintiffs then obtain a judgment against the Chais Related Defendants, the specific amount o: Plaintiffs' claim, which similarly could be in excess of $100 million, will potentially be offset b~ 41 the Trustee's judgment assigned to the Chais Related Defendants. The Trustee Agreement alsc provides that the Trustee will use his reasonable best efforts to obtain a permanent injunction i~ favor of the Defendants enjoining the continued prosecution of any claims released by thf Trustee and any claim that is duplicative or derivative of any D such claim. That injunction coulc significantly limit, if not preclude, much of the relief sought in the Litigation. 27. Even if the Trustee Action and/or the Trustee Agreement do not moot Plaintiffs ability to pursue Defendants, Plaintiffs will face other risks if there 8 is no settlement. A discussed above, Plaintiffs and Defendants have sharply diverging views of the factual and lega 9 merits of the case and the applicable legal standards. Under the applicable rules, the Cour would determine whether, in light of the legal standards that apply to the Defendants' conduct 10 there are material factual disputes that should be decided by a jury. Plaintiffs and their counse recognize that the Court could adopt the Defendants' view of the applicable legal standards o. 11 otherwise decide that the discovered facts are insufficient to impose liability as a matter of law. 12 28. It also is possible that the Court could agree with Plaintiffs and their respectivE counsel and the case could proceed to trial. In that case, if Plaintiffs prevailed in whole at tria] 13 the Defendants could be ordered to pay damages in an undetermined amount, which coulc exceed the amount agreed to in the Settlement and the above 14 -referenced offset. If, however Defendants prevailed at trial, there would be no recovery or benefit. In addition, following a trial 15 lengthy appeals by the losing party would be likely. 29. Additionally, the Trustee has claimed that distributions paid 16 by Madoff thrc Chais to the California Limited Partnerships, Sib-Partnerships and individual investors du 17 the two year period immediately prior to the commencement of bankruptcy proceedings subject to a clawback proceeding by the Trustee. The Trustee had advised that if the Plair. 18 pursue their actions, he will consider and most likely proceed with the clawback proceedi which would further limit any potential recovery Plaintiffs could obtain from the Litigation. 19
20 30. Plaintiffs' counsel shall apply for an award of attorneys' fees and reimburse 21 of expenses not to exceed Four Million Dollars ($4,000,000) and to be paid or caused to be by Defendants exclusively out of the Settlement Proceeds. 22 31. In addition, Plaintiffs' counsel will apply to the Court for incentive awar 23 payable by Defendants exclusively out of the Settlement Proceeds, of up to an aggreg~ maximum amount of One Hundred Thousand Dollars ($100,000), and no more than Twenty-fi 24 Thousand Dollars ($25,000) to any one of the Individual Plaintiffs as compensation for the efforts in prosecuting the Litigation and for their reasonable expenses. 25 32. Plaintiffs' counsel will file their papa's in support of final approval of 26 Settlement, their application for attorneys' fees and reimbursement of expenses, and 1 application for an incentive award for Individual Plaintiffs by no later than 27 'Ii papers will be posted on Plaintiffs' counsels' respective websites www.weintraub.com 28 www.milber~.com. NOTICE OF PROPOSED SETTLEMENT - 8 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. 33. Although the Settlement is conditioned on Court approval, the Settlement is conditioned on the Court awarding Plaintiffs' counsels' attorneys' fees, 2 reimbursement expenses or incentive awards for Individual Plaintiffs. 3
4 34. You may, if you wish to do so, comment to the Court on the Settlement, 1 5 application for an award of attorneys' fees and reimbursement of expenses, and/or t application 6 for incentive awards for the Individual Plaintiffs. If you do not wish to object person to the Settlement, the application for attorneys' fees and reimbursement of expen 7 and/or incentive awards for the Individual Plaintiffs, you do not need to attend the Settlem~ Hearing. You can object to the Settlement, the application for attorneys' fees and reimbursem~ 8 of expenses, and/or the application for incentive for the Individual Plaintiffs without attending. 9 35. Any Limited Partner and any partner in any partnership (in addition to the S~ Partnerships) that was a partner in the California Limited Partnerships may object to ~ 10 Settlement, Plaintiffs' counsels' request for an award of attorneys' fees and expenses, or 1 request for an incentive award for the Individual Plaintiffs. Objections must be in writing, a 11 must include (i) the objector's name, address and telephone number, along with a representati as to whether the objector intends to appear at the Settlement Hearing;(ii) proof that the objec is a Limited Partner or a partner in any partnership (in addition to the Sub-Partnerships) that v~ 13 a partner in the California Limited Partnerships; (iii) proof that the person or entity submitt: the objection has authority to submit the objection on behalf of the Limited Partner or the part in any partnership (in addition to the Sub-Partnerships) that was a partner in the Califon Limited Partnerships, if not submitted directly by the Limited Partner or the partner in 15 partnership (in addition to the Sub-Partnerships) that was a partner in the California Limi Partnerships; (iv) a statement of the objections to any matters before the Court, the groin therefore or the reasons for the objector's desiring to appear and be heard, as well as documents or writings the objector desires the Court to consider; and (v) if the objector ] indicated that he, she or it intends to appear at the Settlement Hearing, the identities of 18 witnesses the objector may call to testify and any e~chibits the objector intends to introduce i~ evidence at the Settlement Hearing. You must file your objection with the Clerk's Office the address set forth below on or before ,2016. You must also serve the papers 20 hand, first class mail, or express service) on Plaintiffs' counsel and Defendants' counsel at addresses set forth below so that the papers are received by such counsel on or bef 21 2016.
22 36. If you fail to object in the manner and within the time prescribed above you sY be deemed to have waive your right to object (including the right to appeal) and shall forever 23 barred, in this proceeding or in any other proceeding, from raising such objection(s).
24 37. The Settlement Hearing will be held on , 2016, at _.m., before Honorable Elizabeth A. White, at the Superior Court of California, 5th Floor, Stanley M~ 25 Courthouse, 111 North Hill Street, Dept. 48, Los Angeles, CA 90012. The Court reserves right to approve the Settlement or the application for attorneys' fees and expenses at or after 26 Settlement Hearing without further notice to any Limited Partner or any partner in partnership (in addition to the Sub-Partnerships) that was a partner in the California ~Limi 27 Partnerships. 28 NOTICE OF PROPOSED SETTLEMENT - 9 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. 38. The Settlement Hearing may be adjourned by the Court without further writte notice to you. If you intend to attend the Settlement Hearing, you should confirm the date an time with Plaintiffs' counsel. Clerk's Office Plaintiffs' counsel SUPERIOR COURT OF CALIFORNIA Marvin Gelfand, Esq. r COUNTY OF LOS ANGELES Weintraub Tobin Chediak Coleman Grodin, Clerk of the Court Inc. Stanley Mosk Courthouse 10250 Constellation Blvd., Suite 2900 f 1 ll North Hill Street Los Angeles, California 90067 Los Angeles, CA 90012 and f Barry Weprin, Esq. c Milberg LLP One Pennsylvania Plaza, 50th Floor 1( New York, NY 10019
1] Milberg LLP 2850 Ocean Park 1~ Blvd. Suite 300 Santa Monica, CA 90405 1? Counsel for the Stanle Chais Defendants Counsel for the Chais Related Defendants lq Dennis F. Dunne, Esq. Andrew H. Sherman, Esq. Michael L. Hirschfeld, Esq. Sills Cummis &Gross P.C. 1~ Milbank, Tweed, Hadley & McCloy LLP One Riverftont Plaza lE 28 Liberty Street Newark, NJ 07102 New York, NY 10005 li and and lE Steven J. Katzman, Esq. Jerry L. Marks Biernert, Miller &Katzman 1S Milbank, Tweed, Hadley & McCloy LLP 903 Calle Amancer, Suite 350 2C 2029 Century Park East, 33rd Floor San Clemente, CA 92673 Los Angeles, CA 90067 21 CAN ~ SEE'THE COURT FILE? ~V~~1V# ~~O 1i.~ I CONTACT IF I RAVE 22 U'ESTI41~iS? 39. This Notice contains only a summary of the terms of the Agreement. Mor 23 detailed information about the Litigation is available at either of Plaintiffs' counsels' respectiv firm 24 websites: www.weintraub.com and www.milberg.com, including, among other documents the complaints, the Agreement, the Trustee Agreement and the CRAG Agreement. You or you 25 attorney may examine the Court files for the Litigation (Heimoff v. Chaffs, et al., Case No BC413821; Hall v. Chaffs, et al., Case No. BC413820; Bottlebrush Investments, LP v. Th 2E Lambeth Company, et al., Case No. BC407967; Leghorn Investments, Ltd. v. Brighto Investments, et al., Case No. BC408661) during regular business hours at the Superior Court o 2i California, County of Los Angeles. Questions about the Settlement or about this Notice i 28 general should be directed to: NOTICE OF PROPOSED SETTLEMENT O - 10 - DERIVATIVE ACTIONS AND OF SETTLEMEN HEARIN Case No. 1 Marvin Gelfand, Esq. Weintraub Tobin Chediak Coleman Grodin, Inc. 2 10250 Constellation Blvd., Suite 2900 3 Los Angeles, California 90067 P:(310) 858-7888 4 F:(3l0) 550-7191 [email protected] 5 ~.~ 6
7 Barry A. Weprin, Esq. MILBERG LLP 8 One Pennsylvania Plaza New York, NY 10119-0165 9 (800) 320-5081 [email protected] 10
11 MILBERG LLP 2850 Ocean Park Blvd. Suite 300 12 Santa Monica, CA 90405
13 Plaintiffs' counsel 14
15 DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK OF 16 COURT REGARDING THIS NOTICE.
17 Dated: ,2016 18 By Order of the Clerk of the Court 19 Superior Court of California County of Los Angeles 20
21
22
23
24
25
26
27
28 EXHIBIT 2
WEINTR.AUB TOBIN CHEDIAK COLEMAN GRODIN LAW CORPORATION 21 Marvin Gelfand(SBN 53586) [email protected] 31 10250 Constellation Blvd., Suite 2900 Los Angeles, California 90067 41 Telephone: (310 858-7888 Fax: (310 550-7191 5 Attorneysfor Plaint and Cross Defendant 6 Bottlebrush Investments, L.P. and Leghorn Investments, Ltd. 7 MILBERG LLP SEEGER WEISS LLP 8 2850 Ocean Park Blvd. Suite 300 STEPHEN A. WEISS (pro hac vice) Santa Monica, CA 90405 [email protected] 9 Telephone:(213) 617-1200 CHRISTOPHER M. VAN de KIEFT (pro hac vice) Fax: (212)868-1229 cvandekieft@seegerwei ss.com One William Street New York, NY 10004 11 Telephone: (212) 584-0700 Fax: (212)584-0799 12 MILBERG LLP 13 BARRY WEPRIN (pro hac vice) [email protected] 14 JOSHUA KELLER (pro hac vice) [email protected] 15 One Pennsylvania Plaza., 50th Floor New York, NY 10119 16 Telephone:(212) 594-5300 Fa~c: (212) 868-1229 17 [Additional Counsel on Signature Page] 18 Attorneysfor Plaints Douglas Hall and Steven Heimoff 19
20 SUPERIOR COURT OF THE STATE OF CALIFORNIA 21 COUNTY OF LOS ANGELES, CENTRAL DISTRICT 22 OTTLEBRUSH INVESTMENTS, L.P., CASE No. BC 407967 23 California limited partnership, Assigned for All Purposes to the Honorable 24 Plaintiff, Elizabeth Allen White, Department 48 25 v. [PROPOSED]FINAL SETTLEMENT 26 HE LAMBETH COMPANY, a APPROVAL ORDER AND FINAL alifornia limited partnership, et al., JUDGMENT 27 Defendants. 28 CASE NO.: BC 408661 2 HORN INVESTMENTS, LTD., a [Related to Case Nos. BC 409548, ornia limited partnership, BC 413821, BC 413820 BC 422257 and 3 BC 456932] Plaintiff, 4 v.
RIGHTON INVESTMENTS,LTD., a alifornia limited partnership, et al, Defendants.
RELATED CROSS-ACTIONS
10 DOUGLAS HALL, as Co-Trustee of the ) Lead Case No. 11 BC413820 VIVIAN H. HALL IRA and Derivatively on ) Consolidated with: BC413821 Behalf of CRESCENT SECURITIES, ) 12 [Related to Case Nos. BC404557, BC40455~; Plaintiff, ) BC407721, BC407967, 13 BC408661, BC40965 BC422257 and BC422258] vs. ) 14 PAMELA CHRIS as executor of the estate of ) 15 STANLEY CHRIS, et al. ) Defendants, ) 16 and ) 17 THE POPHAM COMPANY, ) 18 First Nominal Defendant, ) 19 and ) 20 MARLOMA SECURITIES, ) 21 Second Nominal Defendant. ) 22
23 AND ) 24 i ~ v ~N nr,im~r r, as i rustee or the STEVEN HEIMOFF 25 IRA and Derivatively on behalf of MARLOMA SECURITIES, 26 Plaintiff, 27 vs. 28 PAMELA CHRIS as executor of the estate of 1 STANLEY CHRIS, et al,
2 Defendants,
3 and
4 THE POPHAM COMPANY,
5 First Nominal Defendant,
6 and
7 MARLOMA SECURITIES,
8 Second Nominal Defendant 9
10
11
12
13
14
15
16
17
18
19
21
22
23
24
25
26
27
28 On 2016, the Court entered an Order granting
2 preliminary approval of the Parties' settlement agreement dated October 19, 2016 (the "CA
3 Settlement Agreement") and the proposed form and method of providing notice of settlement
4 (the "Notice of Settlement") to the Limited Partnersl of the California Limited Partnerships
5 and Sub-Partnerships, and the partners of any partnership (in addition to the Sub-Partnerships)
6 that was a limited partner of the California Lmited Partnerships, whose rights are affected by 7 the above-captioned consolidated cases and the Settlement Agreement(the "California
8 Preliminary Approval Order"). The California Preliminary Approval Order also set a date for a final Settlement Hearing before the Court to determine whether the CA Settlement
10 Agreement should be approved as fair, reasonable, adequate and in the best interests of the
11 California Limited Partnerships and the Sub-Partnerships. On ,
12 2016, pursuant to California Rules of Court, rule 3.1382 and in accordance with the CA
13 Settlement Agreement, Plaintiffs filed a mdion for (i) final approval of the proposed
14 settlement of the California Private Actions (the "Final Approval Motion"),(ii) the judicial
15 dissolution, winddown and termination of existence for all purposes of the California Limited
16 Partnerships in accordance with California law,and (iii) the dismissal with prejudice of the
17 California Private Actions. Contemporaneouslywith the Final Approval Motion, Plaintiffs
18 filed (i) a motion seeking an award of attorneys' fees and expenses to Plaintiffs' counsel (the
19 "Attorneys' Fees Motion"), and (ii) an application for incentive awards to Individual Plaintiffs
Douglas Hall, Steven Heimoff, Pearl Gardner, and Robert Glusman for their efforts in
21 ~~ prosecuting, and expenses incurred in connection with, the California Private Actions (the "Incentive Award Application").
23 Upon consideration of the Final Approval Motion, the Attorneys' Fees Motion, and
24 ~ the Incentive Award Application, and memoranda in support thereof[, the objections to the
25 CA Settlement Agreement submitted by ,] and the presentations 26
27 ' Unless expressly defined in this Order and Final Judgment, all capitalized terms shall have the meanings assigned to them in the CA Settlement Agreement and incorporated herein by reference. 28
- 1 - [PROPOSED]FINAL SETTLEMENT APPROV ORDER AND FINAL JiJDGME Case No. 1 ~ at the Settlement Hearing held before this Court on IT IS 2 ~ HEREBY ORDERED, ADJUDGED, AND DECREED:
3 1. The Court hereby enters this ORDER AND FINAL JUDGMENT (the "California
4 Private Actions Approval Order") as set forth herein and pursuant to the terms and
5 conditions ofthe CA Settlement Agreement attached as Elchibit _ to the Final 6 Approval Motion, which are incorporated by reference.
7 2. This Court has jurisdiction over the subject matter of the California Private Actions 8 and the Parties thereto.
9 3. For the reasons stated by the Court on the record at the Settlement Hearing [AND/OR
l0i set forth in the Memorandum Opinion and Order Granting the Final Approval Motion
11 issued on 1, the Final Approval Motion is GRANTED. 12 After considering, among other things,(i) the substantial discovery conducted by the
13 Plaintiffs' counsel, which allows Plaintiffs' counsel and the Court to act on an
14 informed basis, (ii) the difficult substantive issues presented by Plaintiffs' claims,
15 (iii) the complexity, likely long duration, and substantial risks associated with the 16 prosecution of the Plaintiffs' claims to finality,(iv) the finite resources available for
17 settlement and the substantial competing claims on those resources asserted by other
18 persons, including the Securities Investor Protection Corporation and the Attorney
19 General of the State of California,(v) the protracted and hard-fought settlement
20 process initiated at the direction of the United States Bankruptcy Court for the 21 Southern District of New York,(vi) the experience and skill of Plaintiffs' counsel in
22 similar litigation, and (vii)the absence of substantial opposition among the Limited
23 Partners or the partners of any partnership (in addition to the Sub-Partnerships) that 24 was a limited partner of the California Limited Partnerships, the Court finds that the
25 CA Settlement Agreement is fair, reasonable, adequate, and in the best interests of
Plaintiffs, the California Limited Partnerships, and the Sub-Partnerships, and all direct
27 and indirect limited partners of the California Limited Partnerships, the Sub- 281
- 2 - [PROPOSED]FINAL SETTLEMENT APPROV ORDER AND FINAL JUDGME Case No. 1 Partnerships, and any partnership (in addition to the Sub-Partnerships) that was a 2 limited partner of the California Limited Partnerships.
3 4. All objections to the CA Settlement Agreement are overruled.
4 5. The Attorney Fees Motion and the Incentive Award Application are also GRANTED.
5 Plaintiffs' counsel shall be awan~ied $ for attorneys' fees and
6 reimbursement of litigation expenses incurred in the prosecution of the California
7 Private Actions. Individual Plaintiffs Douglas Hall, Steven Heimoff, Pearl Gardner,
8 and Robert Glusman shall be awarded incentive payments in the amount of$
9 per person as compensation for their efforts in prosecuting the California Private 10 Actions and for their reasonable expenses.
11 6. The California Private Actions and all clans, including any counterclaims, asserted
12 by or against any of the Settling Parties therein, are hereby dismissed with prejudice as 13 set forth in the CA Settlement Agreement.
14 7. For the reasons provided in the California Preliminary Approval Order, the Court finds
15 that the form, content, and manner of giving notice of the CA Settlement Agreement
16 constituted the best notice practicable under the circumstances and constituted valid,
17 due, and sufficient notice to the Limited Partners and the partners of any partnership
18 (in addition to the Sub-Partnerships) that was a limited partner of the California
19 Limited Partnerships. The Notice of Settlement fully complied with the requirements
20 of California Code of Civil Procedure section 382, California Rules of Court, rule
21 3.1385, the United States and California Constitutions, and any other applicable law.
8. The California Limited Partnerships shall be judicially dissolved and terminated
23 existence for all purposes in accordance with California law without any further act
24 conduct by any party including, without limitation, the filing of a State of Califon
25 Secretary of State Limited Partnership Certificate of Cancellation. [OR: Pursuant
26 Section 3(c) of the CA Settlement Agreement, Jeffrey I. Golden, Esq. of Lobel Weila
27 Golden Friedman LLP is hereby designated as the person authorized to wrap up t
28 affairs of each of the California Limited Partnerships (the "Designee"). In connecti - 3 - [PROPOSED]FINAL SETTLEMENT APPROV ORDER AND FINAL NDGME Case No. 1 therewith, the Designee is directed to file immediately with the Secretary of State of th
2 State of California (the "Secretary"), for each of the California Limited Partnership.
3 Form LP-2 ("Amendment to Certificate of Limited Partnership") indicating Designee'
4 appointment as such in Item 7(b) of the Form LP-2. Promptly after the filing of Forr
5 LP-2 for each of the California Limited Partnerships, the Designee is further directed t
6 file for each of the California Limited Partnerships a Form LP-4/7 ("Limited Partnershi
7 Certificate of Cancellation"). The Court furd~er finds that the filing of the Forms LP-4~
8 is proper under California law and that (i) each of the California Limited Partnerships ha
9 no assets or other property to distribute, and (ii) with the settlement of the Adversar
10 Proceeding2 and the California Private Actions, and the dismissal in connection therewit
11 of the counterclaims asserted by the California Limited Partnerships, each of th
12 California Limited Partnerships will not be a party to any known civil, criminal c
13 administrative action or proceeding, and the California Limited Partnerships will have n
14 known debts or obligations. The Designee shall be paid a retainer fee of Twenty-Fiv
15 Thousand Dollars ($25,000) for winddown services provided under the CA Settleme~
16 Agreement. In connection with performing the winddown services, the Designee st
17 not be liable to the Parties or the Trustee, or any party asserting a claim on behalf of
18 of the Parties or the Trustee, except for direct damages that are a direct result of 19 Designee's gross negligence, bad faith, self-dealing or intentional misconduct.
Designee's aggregate liability, whether in tort, contract, or otherwise, shall be limited 21 ~~ the total amount of fees paid to the Designee.]
9. Any person or entity in possession of any books or records of the California Li
23~~ Partnerships is required to maintain all of such books and/or records until the earlier
occur of(x) the date on which the process that is contemplated and to be admini 25
26 Z The Adversary Proceeding is a proceeding commenced by the Bankruptcy Trustee against the Stanley Ch 27 Defendants and the Chais Related Defendants in the United States Bankruptcy Court for the Southern District New York under the caption Picard v. Stanley Chais, e1 al., Adv. Pro. No. 09-01172(SMB). 28
- 4 - [PROPOSED]FINAL SETTLEMENT APPROV ORDER AND FINAL NDGME Case No. 1 under the terms of the AG Settlement Agreement, through which the investors in
2 California Limited Partnerships are to be compensated, is complete, and (y) the d
3 which is two years after entry of this Order, after which any person or entity then
4 possession of such books and/or records may maintain or destroy any or all of such boc
5 and/or records in their sole and absolute discretion without any liability to any third pa
6 arising from their exercise of such discretion. Notwithstanding the foregoing provi
7 of this Paragraph 9, any of the Defendants and any of their respective attor
8 accountants, agents and representatives who has effected a Records Turnover shall
9 excused thereafter from any obli~tion to maintain any books and/or records or search
10 any information of or in any way relating to the California Limited Partnerships and sl
11 have no liability to any third party in connection therewith.
12 10. Upon the occurrence of the California Private Actions Settlement Effective Date
13 "CPAS Effective Date"), as defined in Section 2 of the CA Settlement Agreement.
14 consistent with the provisions of the CA Settlement Agreement governing the timing fo
15 performance, the parties are directed to perform their respective obligations under the CA
16 Settlement Agreement, in accordance with its terms (including, but not limited to, the
17 provisions governing monetary payments in Section 4 of the CA Settlement Agreement
18 and consistent with all additional parameters set forth in this California Private Action.
19 Approval Order and any other subsequent orders of the Court.
20 11. The Court finds that the scope ofthe release provisions set forth in Sections 7, 8, and 9
21 the Settlement Agreement is valid and appropriate under the terms of the CA Settlemen
22 Agreement. Accordingly, upon the CPAS Effective Date, the Plaintiffs, on behalf of al
23 Plaintiff Group Members, the Defendants, and the Trustee shall be deemed to have fully
24 finally, and forever released, relinquished, and discharged the Released Claims agains
25 the Released Parties, as these terms are defined in the CA Settlement Agreement and o.
26 the conditions set forth in the CA Settlement Agreement.
27 12. As of the CPAS Effective Date, the Plaintiff Group Members (as defined in Section 7(
28 of the Settlement Agreement) are hereby permanently stayed, restrained and - 5 - [PROPOSED]FINAL SETTLEMENT APPROV ORDER AND FINAL NDGME Case No. from taking, any of the following actions at law or in equiTy in connection with an;
Plaintiffs Released Claims, whether directly, derivatively or in any other manner: (i
commencing, conducting or continuing in any manner any action or proceeding of an;
kind (including any action or proceeding in a judicial, arbitral, administrative or othe
forum, whether domestic or foreign) against any Chais Releasee or any Relevant Thin
Party Releasee, any direct or indirect successor in interest to any Chais Releasee or any
Relevant Third Party Releasee, or any immediate or mediate, direct or indirect transferee
of any Chais Releasee or any Relevant Third Party Releasee, or against the property o
any of the foregoing; (ii) enforcing, levying, attaching (including prejudgmen
10 attachment), collecting or otherwise recovering, by any manner or means, any judgment
11 award or decree against any Chais Releasee or any Relevant Third Party Releasee, an;
12 direct or indirect successor in interest to any Chais Releasee or any Relevant Third Part
13 Releasee, or any immediate or mediate, dfrect or indirect transferee of any Chai
14 Releasee or any Relevant Third Party Releasee, or against the property of any of th
15 foregoing; (iii) creating, perfecting or otherwise enforcing in any manner, directly o
16 indirectly, any lien against any Chais Releasee or any Relevant Third Party Releasee, an;
17 direct or indirect successor in interest to any Chais Releasee or any Relevant Third Part
18 Releasee, or any immediate or mediate, direct or indirect transferee of any Chai
19 Releasee, or against the property of any of the foregoing; or (iv) asserting any setof
20 right of subrogation or recoupment of any kind, directly or indirectly, against any Chai
21 Releasee or any Relevant Third Party Releasee, any direct or indirect successor in intere:
22 to any Chais Releasee or any Relevant Third Party Releasee, or any immediate c
23 mediate, direct or indirect transferee of any Chais Releasee or any Relevant Third Part
24 Releasee. The Plaintiffs' Released Claims do not include any claim by the Plainti
25 Group Members: (i) filed with the "Madoff Victim Fund" being administered by Richar
26 C. Breeden pursuant to his appointment as Special Master for the U.S. Department c
27 Justice, or (ii) to enforce the rights of the Plaintiff Group Members under the terms of th
28 Restitution Fund. Notwithstanding that the provisions in this paragraph 10 shall not ~ - 6 - [PROPOSED]FINAL SETTLEMENT APPROV ORDER AND FINAL JUDGME Case No. 1 effective until the CPAS Effective Date, the Plaintiff Group Members shall take no action
2 whatsoever on or after the Execution Date that would be a violation of this paragraph 11
3 and corresponding Subsection 7(b) of the Settlement Agreement if it were to occur afte
4 the CPAS Effective Date, unless an event resulting in a Rejection Date (as that term i
5 defined in the Settlement Agreement) occurs.
6 13. A copy of this California Private Actions Approval Order shall be posted on Plaintiffs
7 counsels' respective firm websites: www.weintraub.com and www.milberg.com within
8 business days of the service of this Order and Final Judgment and shall remain
9 there for a period of at least 180 days after the CPAS Effective Date.
10 14. Except to the extent the United States Bankruptcy Court for the Southern District
11 York (the "Bankruptcy Court") cannot or declines to retain jurisdiction, the Bankru
12 Court shall retain and have non-exclusive jurisdiction over any action to enforce the
13 Settlement Agreement, or any provision thereof. In the event the Bankruptcy
14 cannot or declines to retain or exercise jurisdiction, no Party or Limited Party shall b
15 institute, prosecute or maintain any action to enforce, modify, terminate, void, or inte
16 the CA Settlement Agreement, or any provision thereof, in any court other than
17 Court. In any action commenced in another court by a third party to enforce, modify
18 terminate, void or interpret the CA Settlement Agreement, the Parties and Limited Part
19 shall seek to stay such action and transfer the action first to the Bankruptcy Court
20 provided, however, in the event the Bankruptcy Court cannot or declines to retain
21 exercise jurisdiction, the Parties and the Limited Party shall seek transfer to this Court. 22 IT IS SO ORDERED AND ADJUDGED.
23
24 Dated:
25 Hon. Elizabeth A. White 26
27
28
7 - [PROPOSED]FINAL SETTLEMENT APPROV ORDER AND FINAL JUDGME Case No.
SETTLEMENT AGREEMENT (CRAG)
This SETTLEMENT AGREEMENT, dated as of October 19, 2016 (together with the Exhibits attached hereto, this "Settlement Agreement"), is made by and among (a)the People of the State of California, by and through Attorney General Kamala D. Harris or her designated representatives)(the "Attorney General"),(b) The Estate of Stanley Chais; Pamela Chais; Appleby Productions Ltd.; the now-defunct defined contribution plan formerly known as Appleby Productions Ltd. Defined Contribution Plan; the now-defunct money purchase plan formerly known as Appleby Productions Ltd. Money Purchase Plan; the now-defunct profit sharing plan formerly known as Appleby Productions Ltd. Profit Sharing Plan; Chais Investments, Ltd.; Chais 1991 Family Trust(now consisting of the Survivor's Trust under Chais 1991 Family Trust dated September 4, 1991 and the Marital Trust under Chais 1991 Family Trust dated September 4, 1991); and Chais Family Foundation (collectively, the "Stanley Chais Parties");(c) Emily Chasalow; Mark Chais; William Chais; Michael Chasalow; Miri Chais, referred to in the Complaint in the below-defined Adversary Proceeding (the "Coin 1p aint") as Mirie Chais; Wrenn Chais; 1994 Trust for the Children of Stanley and Pamela Chais; 1996 Trust for the Children of Stanley and Pamela Chais, referred to in the Complaint as The 1996 Trust for the Children of Pamela Chais And Stanley Chais; BLMIS Account 1C1286, sued in the Complaint as The 1999 Trust for the Children of Stanley and Pamela Chais; 1999 Trust for the Grandchildren of Stanley and Pamela Chais; Emily Chais 1983 Trust; Emily Chais Trust No. 1, Emily Chais Trust No. 2, and Emily Chais Trust No.3, referred to collectively in the Complaint as The Emily Chais Trust; Emily Chais Issue Trust No. 1 and Emily Chais Issue Trust No. 2, referred to collectively in the Complaint as 'The Emily Chais Issue Trust; Mark Hugh Chais Trust No. 1, Mark Hugh Chais Trust No. 2, and Mark Hugh Chais Trust No. 3, referred to collectively in the Complaint as The Mark Hugh Chais Trust; Mark Hugh Chais Issue Trust No. 1 and Mark Hugh Chais Issue Trust No. 2, referred to collectively in the Complaint as The Mark Hugh Chais Issue Trust; Mark Hugh Chais 1983 Trust; William Frederick Chais Trust No. 1, William Frederick Chais Trust No. 2, and William Frederick Chais Trust No. 3, referred to collectively in the Complaint as The William Frederick Chais Tnzst; William Frederick Chais Issue Trust No. 1 and William Frederick Chais Issue Trust No. 2, referred to collectively in the Complaint as The William F. Chais Issue Trust; William Frederick Chais 1983 Trust; The William and Wrenn Chais 1994 Family Trust; Ari Chais 1999 Trust; Ari Chais Transferee Trust No. 1, referred to in the Complaint as The Ari Chais Transferee #1 Trust; Benjamin Paul Chasalow 1999 Trust; Benjamin Paul Chasalow Transferee Trust No. 1, referred to in the Complaint as The Benjamin Paul Chasalow Transferee #1 Trust; Chloe Frances Chais 1994 Trust, referred to in the Complaint as The Chloe Francis Chais 1994 Trust; Chloe Frances Chais Transferee Trust No. 1, referred to in the Complaint as The Chloe Francis Chais Transferee #1 Trust; Jonathan Wolf Chais 1996 Trust, referred to in the Complaint as The Jonathan Wolf Chais Trust; Jonathan Chais Transferee Trust No. 1, referred to in the Complaint as The Jonathan Chais Transferee #1 Trust; Justin Robert Chasalow 1999 Trust; Justin Robert Chasalow Transferee Trust No. 1, referred to in the Complaint as The Justin Robert Chasalow Transferee #1 Trust; Madeline Celia Chais 1992 Trust; Madeline Chais Transferee Trust No. 1, referred to in the Complaint as The Madeline Chais Transferee #1 Trust; Rachel Allison Chasalow 1999 Trust; Rachel Allison Chasalow Transferee Trust No. 1, referred to in the Complaint as The Rachel Allison Chasalow Transferee #1 Trust; Tali Chais 1997 Trust; Tali Chais Transferee Trust No. 1, referred to in the Complaint as The Tali Chais Transferee #1 Trust; Unicycle Trading Company; Unicycle Corp.,
Ext-~I~« _~2 _ individually and as the General Partner of Unicycle Trading Company; the now-defunct money purchase plan formerly known as Unicycle Corporation Money Purchase Plan; Onondaga, Inc., individually and as General Partner of Chais Investments Ltd.; the now-defunct money purchase plan formerly known as The Onondaga, Inc. Money Purchase Plan; the now-defunct defined benefit pension plan formerly known as The Onondaga, Inc. Defined Benefit Pension Plan; Chais Management, Inc., individually and as General Partner of Chais Management Ltd.; Chais Management Ltd.; and Chaffs Venture Holdings (collectively, the "Chaffs Related Parties" and together with the Stanley Chaffs Parties, the "Chaffs Parties") and, solely with respect to Sections 1, 2(a), 3(b) and (i), 5, 10-12, and 16-30 and otherwise subject to the express limitations more fully set forth in this Settlement Agreement,(d) Irving H. Picard, in his capacity as trustee (the "Trustee") under the Securities Investor Protection Act of 1970, 15 U.S.C. §§ 78aaa et seq., as amended, for the liquidation of the business ofBernard L. MadoffInvestment Securities LLC ("BEMIS")and the substantively consolidated Chapter 7 estate of Bernard L. Madoff ("Madoffl')(each of the Attorney General and the Chaffs Parties a"P~" and collectively the "Parties" and the Trustee the "Limited Party").
RECITALS
A. On December 11, 2008, Madoff was arrested by federal agents for criminal securities laws violations including securities fraud, investment adviser fraud, and mail and wire fraud. At a plea hearing on March 12, 2009, in the case captioned United States v. Madoff, Case No. 09-CR-213(DC), Madoff pleaded guilty to an 11-count criminal information filed against him by the Office of the United States Attorney for the Southern District of New York and admitted that he "operated a Ponzi scheme through the investment advisory side of[BEMIS]" and engaged in fraud in the operation of BEMIS (the "Madoff Ponzi Scheme").
B. Some or all of the Chaffs Parties were customers of BEMIS and maintained customer accounts with BEMIS.
C. On December 15, 2008, the Trustee was appointed as the trustee for the liquidation of the business of BEMIS in a bankruptcy proceeding currently pending before the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"), Case No. 08-01789(SMB) (the "SIPA Proceeding"); the estate of BEMIS was substantively consolidated with the estate ofMadoff (collectively, the "Estate") after an involuntary bankruptcy proceeding was also initiated against Madoff. The Trustee thereafter commenced an adversary proceeding against the Chaffs Parties in the Bankruptcy Court under the caption Picard v. Stanley Chaffs, et al., Adv. Pro. No. 09-01172(SMB) (the "Adversary Proceeding"). In the Adversary Proceeding, the Trustee asserts the Chaffs Parties are liable to the Estate for certain withdrawals made by the Chaffs Parties from their customer accounts at BEMIS.
D. On September 22, 2009, the Attorney General filed suit against Stanley Chaffs and Does 1 through 100, inclusive, in Los Angeles County Superior Court(the "California Court") alleging violations of California Corporations Code Section 25401, California Corporations Code Section 25235, California Business and Professions Code Section 17500 and California Business and Professions Code Section 17200, titled The People ofthe State ofCalifornia v. Stanley Chaffs, et al., Case No. BC422257(the "CRAG Action").
2 E. Following the filing of the Adversary Proceeding and the CAAG Action, on September 26, 2010, Stanley Chais passed away. The Estate of Stanley Chais was thereafter substituted as a defendant in the Adversary Proceeding and the CRAG Action.
F. There are currently four private actions pending in the California Court against some or all of the Chais Parties seeking recovery of funds related to the Madoff Ponzi Scheme: Bottlebrush Investments, LP v. The Lambeth Company, et al., Case No. BC407967; Leghorn Investments, Ltd. v. Brighton Investments, et al., Case No. BC408661; Heimoffv. Chaffs, et al., Case No. BC413821; and Hall v. Chaffs, et al., Case No. BC413820 (collectively, the "California Private Actions").
G. On January 4, 2012, the Trustee commenced in the Bankruptcy Court an adversary proceeding captioned Picard v. Hall, et al., Adv. Pro. No. 12-01001 (SMB)(the "Iniunction Adversary Proceeding's against plaintiffs in the CRAG Action and the California Private Actions, seeking to enjoin them from the prosecution of such actions.
H. In the Injunction Adversary Proceeding, the Trustee asserts that the automatic stay pursuant to section 362 of the Bankruptcy Code, 11 U.S.C. § 101 et seq., prevents the Attorney General, in part, from continuing to prosecute the CAAG Action. The Trustee further alleges that the assets which could be recovered through the CRAG Action are property of the Estate. The Attorney General disputes that section 362, or any other provision ofthe Bankruptcy Code, prevents the Attorney General from prosecirting the CRAG Action. The Attorney General asserts that regardless, the CAAG Action falls within the 362(b)(4) exception to the automatic stay and that the assets sought to be recovered by the CRAG Action are not property of the Estate. The Trustee disputes that assertion.
I. In particular, based upon Stanley Chaffs' capacity as general partner of the California limited partnerships known as T'he Brighton Company, The Popham Company and The Lambeth Company (collectively, the "California Limited Partnerships"), the Trustee contends that all transfers from BLMIS to the California Limited Partnerships are avoidable and recoverable as property of the Estate and the assets of the Stanley Chaffs Parties are insufficient to satisfy the Trustee's claims for transfers of fictitious profit from BLMIS to the Stanley Chaffs Parties made within two years of the applicable filing date for the SIPA Proceeding. For this and other reasons, the Trustee contends that all assets of the Stanley Chaffs Parties are properly recoverable by the Trustee. The Attorney General disputes any preferential or priority right of the Trustee, superior to the right ofthe Attorney General, to recover the assets held by the Stanley Chaffs Parties.
J. At the direction ofthe Bankruptcy Court, since August 2012, the Trustee, the Attorney General, the plaintiffs in the California Private Actions and the Chaffs Parties engaged in multiple mediation conferences and related mediation communications with the Hon. James L. Garrity, Jr., at that time retired from the United States Bankruptcy Court for the Southern District of New York, as mediator.
K. Simultaneously with the execution of this Settlement Agreement, the Trustee and the Chaffs Parties plan to enter into a certain settlement agreement to settle the Adversary Proceeding (the "Trustee Settlement A reement"). L. Pursuant to the Trustee Settlement Ageement, the Stanley Chais Parties are paying and turning over to the Trustee substantially all of their assets.
M. Through the mediation process, the Trustee, the Attorney General and the Chais Parties negotiated terms by which, notwithstanding the aforementioned payment and turnover of assets by the Stanley Chais Parties to the Trustee, funding would be made available to provide payments in settlement of the CRAG Action.
N. The mediation resulted in the resolution of the CRAG Action by, among other things, creating a fund for compensating the investors in the California Limited Partnerships, to be funded by contributions by certain of the Chais Parties in consideration for, inter alia,(i) as to the Stanley Chais Parties, the termination ofthe CRAG Action;(ii) the termination of all disputes between the Trustee and the Attorney General relating to the assets of the Chais Parties; and (iii) releases by Restitution Fund Claimants (hereinafter defined) in favor of the Chais Parties.
O. The Chais Related Parties are not defendants in the CAAG Action and deny any liability to any investor in the California Limited Partnerships, but are contributing to the Restitution Fund (as defined herein) through cash payments and claim assignments to effectuate a global resolution of the Adversary Proceeding,the California Private Actions and the CRAG Action upon the terms and conditions set forth herein and in the separate settlement agreements relating to the Adversary Proceeding and the California Private Actions.
P. The Attorney General takes no position with regard to any other settlements or agreements that may be entered into by any other Party or Parties to which the Attorney General is not a part.
Q. The Attorney General takes no position with regard to Section 5 of this Settlement Agreement, which relates only to the rights and obligations of the Trustee and the Chais Parties.
R. The Trustee's participation in and obligations under this Settlement Agreement are expressly limited to the provisions set forth in Sections 1, 2(a), 3(b) and (i), 5, 10-12, and 16- 30herein.
S. The Parties wish to settle their disputes about the matters described above with respect to the CRAG Action without the expense, delay and uncertainty of continued litigation. The Chais Parties are entering into this Settlemart Agreement to fully resolve these matters and without any concession of any wrongdoing, fault or liability on the part of any Chais Party.
T. Simultaneously with the execution of this Settlement Agreement, the Chais Parties plan to enter into a separate settlement withthe plaintiffs in the California Private Actions (the "California Plaintiffs"), upon terms set forth in a separate settlement agreement by and among Chais Parties, the California Plaintiffs, and, in limited part, the Trustee (the "CP Settlement Agreement").
NOW,THEREFORE, in consideration of the foregoing, of the mutual covenants, promises and undertakings set forth herein, and for other good and valuable consideration, the
4 mutual receipt and sufficiency of which are hereby acknowledged, the Parties and the Limited Party agree:
1. Effective Date.
(a) Upon the execution hereof, this Settlement Agreement shall be binding on the Parties and, where applicable, on the Tnistee to the maximum extent permitted under applicable law; provided, however, that the Parties' and the Trustee's obligations hereunder to consummate the settlement provided for herein are subject to, and conditioned upon, the occurrence of each of the following:(i) the issuance of an Order (the" TSA Approval Order")by the Bankruptcy Court or an appellate court of competent jurisdiction ("Other Court") approving the Trustee Settlement Agreement pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure;(ii) the issuance of an order (the "CRAG Approval Order") by the Bankruptcy Court or Other Court pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure authorizing the Trustee to undertake the Trustee's limited obligations under this Settlement Agreement;(iii) the TSA Approval Order becoming Final;(iv) the CRAG Approval Order becoming Final and (v)the receipt by the Trustee, at closing under the Trustee Settlement Agreement, of all funds payable by the Chais Parties to the Trustee in accordance with the provisions of the Trustee Settlement Agreement and the assignment to the Tnzstee ofthe Customer Claims (as defined in Section 5 of the Trustee Settlement Agreement)(the "TSA Closing"). The closing under this Settlement Agreement shall occur simultaneously with the TSA Closing within five (5) Business Days after the TSA Approval Order becomes final and unappealable (the "CRAG Closing"). For purposes hereof, an order or judgment ofthe Bankruptcy Court, any Other Court or any other adjudicative body shall be deemed "Final" when any such order has not been stayed, and as to which the time to appeal or to move for reargument, certiorari or rehearing has expired and no appeal, or motion for reargument or rehearing is then pending.
2. Monetary Payment to Attorney General.
(a) At the CRAG Closing (which shall occur simultaneously with the TSA Closing), the Attorney General shall receive Fifteen Million Dollars ($15,000,000)(the "Restitution Fund"), funded as follows: (i) with the consent of the Trustee as set forth in Sections 2(d) and 14(a) of the Trustee Settlement Agreement, Twelve Million Five Hundred Thousand Dollars ($12,500,000) shall be funded by the Stanley Chais Parties from the cash assets in the SCD Controlled Accounts (as defined in the Trustee Settlement Agreement), and (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) shall be funded by the Chais Related Parties. The Trustee shall take all necessary steps to enable the disbursement of funds consistent with this Section 2(a)(i) hereof, which disbursement shall be made simultaneously with the TSA Closing. The date on which the Attorney General receives such payments is herein referred to as the "Funding Date".
(b) Disbursements from the Restitution Fund shall be made by the Attorney General in accordance with the terms of this Settlement Agreement and solely for the following purposes: (i) to pay the costs of administration of the Restitution Fund;(ii) to make settlement payments on account of Eligible Restitution Fund C]aims (hereinafter defined); and (iii) to make settlement payments to the Attorney General on account of investigative fees and costs asserted by the Attorney General in the CRAG Action. (c) In the event that any sums are to be paid to the Restitution Fund as a result of any disposition of any or all of the California Private Actions (whether by reason of any settlement agreement providing for the settlemait of such California Private Actions or otherwise), the Attorney General hereby agrees to accept such sums in the Restitution Fund and to administer and distribute such sums as a part of the Restitution Fund pursuant to the provisions of this Settlement Agreement.
3. Administration of Restitution Fund Claims.
(a) The Restitution Fund shall be administered by a third party administrator (the "Restitution Administrator") who shall be selected and retained by the Attorney General and who shall administer restitution according to this Settlement Agreement. The terms and conditions governing the administration of the Restitution Fund by the Restitution Administrator shall be in accordance with a Memorandum of Understanding between the Restitution Administrator and the Attorney General (the "Memorandum of Understandine") and shall be subject to the terms of this Agreement. The payment for services rendered by the Restitution Administrator shall be paid entirely and solely from the Restitution Fund and in accordance with the Memorandum of Understanding, provided that any such payments shall be reasonable and consistent with the payments for comparable work for comparable funds.
(b) In connection with the administration of restitution under this Settlement Agreement, the Restitution Administrator shall not be liable to the Parties or the Trustee, or any party asserting a claim on behalf of any of the Parties or the Trustee, except for direct damages that are a direct result of the Restitution Administrator's gross negligence, bad faith, self-dealing or intentional misconduct. The Restitution Administrator's aggregate liability, whether in tort, contract, or otherwise, is limited to the total amount of fees paid to the Restitution Administrator for services provided under this Settlement Agreement.
(c) The Restitution Administrator shall notify potential Eligible Restitution Fund Claimants regarding the establishment ofthe Restitution Fund, the procedures for submitting a Restitution Fund Claim (hereinafter defined), the Restitution Fund Bar Date (hereinafter defined), the requirements and the criteria for determining who qualifies as a Net Loss Claimant and a Nominal Loss Claimant(as such terms are hereinafter defined), which notification shall include a good faith estimate of a range of potential recoveries by potential Net Loss Claimants and potential Nominal Loss Claimants from the Restitution Fund and disclosure that actual recoveries may be less than the lowest amount included in such good faith estimate. Such notification shall also include notice that if any amount from the Restitution Fund is paid to any Restitution Fund Claimant (hereinafter defined) or, upon such Restitution Fund Claimant's instructions, to any person or entity acting on behalf or in the interest of such Restitution Fund Claimant, then such Restitution Fund Claimant shall be deemed to have granted the Release set forth in Exhibit A hereto, whether or not he, she or it has actually signed such a Release.
(d) Subject to, and consistent with, the conditions and provisions set forth in this Agreement, the Attorney General shall directthe Restitution Administrator:(i) to determine the procedures to provide notice to potential Eligible Restitution Fund Claimants;(ii) to determine the specific format of, and procedure for submission of, the claim documents) necessary to effectuate this Agreement (including any supporting documentation required by the
C~ Attorney General) to be submitted by persons or entities making claims for payment from the Restitution Fund (those persons or entities who make such a submission being herein referred to as "Restitution Fund Claimants" and such submissions being herein referred to as "Restitution Fund Claims"); (iii) to manage the submission and review of all such claim documents) necessary to effectuate this Settlement Agreement;(iv) to determine, in accordance with the requirements and the criteria set forth in this Agreement, who qualifies as an Eligible Restitution Fund Claimant, a Net Loss Claimant and a Nominal Loss Claimant, as well as calculating Net Losses incurred by Net Loss Claimants and Nominal Losses incurred by Nominal Loss Claimants; and (v)to make payments from the Restitution Fund to Net Loss Claimants and Nominal Loss Claimants in accordance with the provisions of Section 4 hereof.
(e) The Attorney General shall establish a bar date with respect to the submission of Restitution Fund Claims, which date (the "Restitution Claim Bar Date") shall not be earlier than 180 days after the CRAG Closing.
(fl The Restitution Administrator shall provide quarterly reports to the Attorney General, counsel to the Stanley Chais Parties and counsel to the Chais Related Parties regarding the submission of Restitution Fund Claims, allowance or disallowance thereof in accordance with the procedures set forth in this Settlement Agreement, and payments from the Restitution Fund. Commencing on 60 days after the CRAG Closing, and thereafter on a quarterly basis, the Restitution Administrator shall also provide the Attorney General, counsel to the Stanley Chais Parties and counsel to the Chais Related Parties copies of each executed Release described in Section 7 ofthis Settlement Agreement.
(g) As used herein: "Eligible Restitution Fund Claimant" means a Restitution Fund Claimant who (i) was an investor in any entity that, directly or indirectly (but without allowing any duplicative recovery in relation to any tier of investors), held limited partnership interests in one or more of the California Limited Partnerships; (ii) submits its, his or her Restitution Fund Claim to the Restitution Administrator on or before the Restitution Claim Bar Date in accordance with the noticed procedures set forth in this Settlement Agreement; and (iii) submits its, his or her Release (hereinafter defined) to the Restitution Administrator on or before the Restitution Claim Bar Date, even though certain provisions of such Release will not be effective until such Restitution Fund Claimant receives payment from the Restitution Fund; excluded from the definition of"Eligible Restitution Fund Claimant" are the Chais Parties. "Net Loss Claimant' means an Eligible Restitution Fund Claimant who incurred a Net Loss in relation to his, her or its investments) in such California Limited Parh~erships as calculated by the Restitution Administrator in accordance with this Settlement Agreement;"Nominal Loss Claimant" means an Eligible Restitution Fund Clamant who is not a Net Loss Claimant but who realized a Nominal Loss;"Net Loss" means, with respect to a Restitution Fund Claimant, the amount by which the aggregate of all investments made by such Restitution Fund Claimant to the California Limited Partnerships exceeds the aggregate amount of distributions received by such Restitution Fund Claimant on account thereof as calculated by the Restitution Administrator in accordance with this Settlement Agreement;and "Nominal Loss" means, with respect to a Restitution Fund Claimant, the sum of such Restitution Fund Claimant's interests in the California Limited Partnerships' account balances with BLMIS as of December 11, 2008.
7 (h) The Chais Parties' agreement to allow disbursements from the Restitution Fund to Nominal Loss Claimants is not, and shall not be construed as, a concession by any Chais Party that a Nominal Loss constitutes an actual loss.
(i) In connection with the administration of the Restitution Fund, in response to reasonable requests by the Attorney General or the Restitution Administrator for information or documents concerning investments in the California Limited Partnerships, the Trustee shall not unreasonably refuse to provide such information or documents consistent with the provisions ofthe Litigation Protective Order in the SIPA Proceeding. See Litigation Protective Order,In re Bernard L. MadoffInv. Sec. LLC, Adv. Pro. No. 10-01789(BRL) (Bankr. S.D.N.Y.) entered June 6, 2011)[ECF No. 4137]. The Trustee shall have no liability arising from the production of documents or information to the Attorney General or the Restitution Administrator pursuant to the terms of this section.
4. Payment of Restitution Fund Claims.
The funds in the Restitution Fund shall be distributed in accordance with the following descending order of priority (to the extent the Restitution Fund is sufficient to provide for such distribution):
(i) first, reasonable costs of administration of the Restitution Fund shall be paid to the Restitution Administrator in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000);
(ii) next, payments to Net Loss Claimants on account of Net Losses incurred by them, which shall be made on apro rata basis in relation to the aggregate amount of Net Losses incurred by all Net Loss Claimants, as calculated by the Restitution Administrator in accordance with the provisions of Section 3, provided that the aggregate amount of payments made pursuant to this clause (ii) shall be equal to the lesser of(x) the aggregate amount of Net Losses incurred by Net Loss Claimants and (y)the sum of Eleven Million Dollars ($11,000,000) plus any amount paid to the Restitution Fund pursuant to the terms of the CP Settlement Agreement;
(iii) next, after satisfaction of those Net Losses incurred by Net Loss Claimants that are to be satisfied pursuant to the foregoing clause(4 (ii)), payments shall be paid to Nominal Loss Claimants on account of Nominal Losses realized by them, which shall be made on a pro rata basis in relation to the aggregate amount of Nominal Losses incurred by all Nominal Loss Claimants, as calculated by the Restitution Administrator in accordance with the provisions of Section 3, provided that the aggregate amount of payments made pursuant to this clause(4 (iii)) shall be equal to the lesser of(x) the aggregate amount of Nominal Losses incurred by Nominal Loss Claimants and (y) Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) plus any amount paid to the Restitution Fund pursuant to the terms of the CP Settlement Agreement that is not paid to Net Loss Claimants pursuant to the preceding section 4(ii) of this Settlement Agreement; further, the Restitution Administrator shall have reasonable discretion to distribute in the interest ofjustice up to One Hundred Thousand Dollars ($100,000), in the aggregate, to any Eligible Restitution Fund Claimants, provided that any
8 unused portion of such funds shall be distributed to Nominal Loss Claimants pursuant to this clause 4(iii); and
(iv) next, payment shall be made out of the remaining amount in the Restitution Fund, if any, to the Attorney General on account of investigative fees and costs asserted by the Attorney General in the CRAG Action.
5. Assignment of Customer Claims to Trustee. At the TSA Closing, the Chais Related Parties shall assign all rights and title to Customer Claims identified in Section 5 of the Trustee Settlement Agreement to the Trustee. The Chais Parties agree and acknowledge that the assignment of such Customer Claims in conjunction with the other consideration provided for herein by the Chais Related Parties, shall satisfy any and ali financial debts, claims and obligations that any of the Chais Related Parties might have or might have had, to any of the Stanley Chais Parties.
6. fintentionally Omitted].
7. Releases and Stay of Actions by Restitution Fund Claimants. As a condition to a Restitution Fund Claim being eligible for consideration for payment from the Restitution Fund, and as a condition to any payment on account ofa Restitution Fund Claim, a Restitution Fund Claimant shall have executed and delivered to the Restitution Administrator, on or before the Restitution Claim Bar Date, a release in the form annexed hereto as Exhibit A (each a "Release"). No Restitution Fund Claim shall be eligible for consideration and no payment shall be made from the Restitution Fund to any Restitution Fund Claimant unless the Restitution Administrator shall have received both a signed Release from such Restitution Fund Claimant and the Restitution Fund Claimant's Restitution Fund Claim application form on or before the Restitution Claim Bar Date. The foregoing notwithstanding, the notice and application procedures distributed by the Restitution Administrator to the Restitution Fund Claimants shall provide that if any amount from the Restitution Fund is paid to any Restitution Fund Claimant or, upon such Restitution Fund Claimant's instructions, to any person or entity acting on behalf or in the interest of such Restitution Fund Claimant, then such Restitution Fund Claimant shall be deemed to have granted the Release set forth in Exhibit A hereto, whether or not he, she or it has actually signed such a Release. The notice and application procedures distributed by the Restitution Administrator to the Restitution Fund Claimants shall also make clear that the Restitution Fund Claimant must execute the Release and that the claim documents)themselves, as submitted by the Restitution Fund Claimant, must contain an acknowledgement of same by such Restitution Fund Claimant. Upon the submission of a Restitution Fund Claim, each Restitution Fund Claimant shall agree to refrain from engaging in any Restricted RFC Action (as defined in the Release) following the submission of the Restitution Fund Claim by such Restitution Fund Claimant, unless and until such time, if ever, that such Restitution Fund Claimant receives delivery of written notice from the Restitution Administrator to such Restitution Fund Claimant stating that such Restitution Fund Claimant is not eligible to receive a payment from the Restitution Fund, provided that such written notice is not withdrawn or overturned and is not followed by any payment from the Restitution Fund to or for the benefit of such Restitution Fund Claimant. The foregoing ageement shall be set forth in the Restitution Fund Claim application form together with an acknowledgement that such agreement constitutes
G~ a term of the Restitution Fund Claim that shall be enforceable by each Chais Party and that each Chais Party shall have the right to injunctive relief to enforce same.
8. Release by the Attorney General.
(a) Release by the Attorney General. Simultaneously with the receipt by the Attorney General of the full payments payable to the Attorney General pursuant to Section 2(a) hereof, and without any further writing or other action of any kind or nature, in consideration of the covenants and agreements in this Settlement Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Attorney General hereby fully, finally and forever, unconditionally and irrevocably releases, acquits and discharges each "Chaffs Releasee"(as defined below)from any and all claims, suits, demands, damages, restitution, penalties, fines, actions and other causes of action of whatever kind, whether at law or in equity, whether known or unknown, matured, contingent or inchoate, now existing or arising in the future, that the Attorney General has brought or could have brought against any one or more of the Chaffs Releasees in the CRAG Action that arise out of or in connection with, or relate to, the California Limited Partnerships, BLMIS,the Madoff Ponzi Scheme, or Stanley Chaffs, except for any and all claims and rights (and the enforcement thereofl of the Attorney General, and any obligation of the Chaffs Parties, provided for in this Settlement Agreement (the "CAAG Released Claims"). The term "Chaffs Releasee" shall mean each Chaffs Party and each Affiliate thereof. The term "Affiliate" shall mean, with respect to any person or entity: (i) its respective predecessors, past, present, and future direct and indirect parents, owners, subsidiaries, affiliated or other related persons or entities of any kind (including but not limited to corporations, partnerships, trusts, and individuals), including the successors and assigns of any of the foregoing; (ii) all past, present and future employees, officers, managers, directors, agents, insurers, members, beneficiaries, trustees, attorneys, accountants, and representatives of any of the foregoing, in their official and individual capacities; and (iii) insofar as it has been or could be alleged that he or she (x) was a transferee of assets, directly or indirectly, from Stanley Chaffs or any of the Chaffs Parties, or(y) was involved in any activity which is the subject of the CRAG Released Claims, all children or grandchildren of any Chaffs Party or any of the other foregoing persons that is an individual. Each Chaffs Releasee that is not a parry to this Settlement Agreement is a third party beneficiary of this Settlement Agreement and has the full right to enforce the release provided in this Section 8 to such Chaffs Releasee by the Attorney General as fully as if he, she or it was a party to this Settlement Agreement.
9. Release by the Chaffs Parties.
(a) Simultaneously with the receipt by the Attorney General of the payments payable to the Attorney General pursuant to Section 2(a) hereof, and without any further writing or other action of any kind or nature, in consideration of the covenants and agreements in this Settlement Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
(i) Each Chaffs Party hereby, fully, finally and forever, unconditionally and irrevocably, releases, acquits and discharges the Attorney General from any and all claims, suits, demands, damages, restitution, penalties, fines, actions and other causes of action of whatever kind, whether at law or in equity, whether known or unknown, matured, contingent or
10 inchoate, now existing or arising in the future, that such Chais Party has or may have and that in any way arise out of or in connection with or relate to the California Limited Partnerships, BLMIS,the Madoff Ponzi Scheme and/or any other matters involving Stanley Chais (including, without limitation, the claims asserted or that could have been asserted against the Attorney General in the CAAG Action), except for (x) any and all claims and rights (and the enforcement thereofl of the Chais Parties, and any obligations ofthe Attorney General, provided for in this Settlement Agreement and (y) any and all claims and rights (and the enforcement thereofl of the Chais Parties against the Attorney General for defamation arising or occurring after the date of execution hereof(after giving effect to such exceptions, the "Chaffs Parties Released Claims").
(ii) Each Stanley Chaffs Party hereby, fully, finally and forever, unconditionally and irrevocably, releases, acquits and discharges each Chaffs Related Party from any and all claims, suits, demands, damages, restiUution, penalties, fines, actions and other causes of action of whatever kind, whether at law or in equity, whether known or unknown, matured, contingent or inchoate, now existing or arising in the future, that such Stanley Chaffs Pariy has or may have and that in any way arise out of or in connection with or relate to the California Limited Partnerships, BLMIS, the Madoff Ponzi Scheme and/or any other matters involving Stanley Chaffs, except for any and all claims and rights (and the enforcement thereofl of the Stanley Chaffs Parties, and any obligations of the Chaffs Related Parties, provided for in this Settlement Agreement (after giving effect to such exceptions, the" Stanley Chaffs Parties Released Claims").
(b) Notwithstanding anything to the contrary herein, the Chaffs Parties Released Claims do not include any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills; specialties, covenants, contracts, controversies, damages,judgments, claims and any other right to obtain any type of monetary damages (including punitive damages), expenses, attorneys' and other fees, rescission, restitution or any other remedies of whatever kind at law or in equity, in contract, in tort, arising under any source whatsoever, including claims in equity or under any federal, state, common, or foreign statute, regulation, rule or common law, whether in a civil, administrative, arbitral, or other judicial or nonjudicial proceeding, asserted or unasserted, known or unknown, matured, contingent, threatened, or inchoate, whether or not concealed or hidden, now existing or arising in the future that any ofthe Chaffs Parties had, have or may assert in the future against (i) the Restitution Fund Claimants;(ii) the California Limited Partnerships; and/or (iii) any direct or indirect investor in any of the California Limited Partnerships (collectively, the "Chaffs Parties Preserved Claims"). All of the Chaffs Parties' Preserved Claims are e~ressly reserved and preserved and shall not be affected by this Agreement.
10. Releases between the Trustee and the Attorney General:
(a) Release by the Attorney General of the Trustee and SIPC. Simultaneously with the receipt by the Attorney General of the payments payable to the Attorney General pursuant to Section 2(a) hereof, and without any further writing or other action of any kind or nature, in consideration of the covenants and agreements in this Settlement Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Attorney General releases and discharges the Securities Investor Protection Corporation ("SIPC") and the Trustee, personally, and in his capacity as Trustee, and his
11 beneficiaries, agents, and representatives, solely in their capacity as such, BLMIS and the estates of BLMIS and Madoff, from any and all claims, suits, demands, damages, restitution, penalties, fines, actions, and other causes of action that the Attorney General could have brought that any way arise out of or in connection with, or relate to the offer and sale of securities by Stanley Chais, except for any and all claims and rights (and the enforcement thereof of the Attorney General, including criminal law and tax claims, and any obligation ofthe Trustee, provided for in this Settlement Agreement (after giving effect to such exceptions, the "CRAG Released Claims Against Trustee").
(b) Release by the Trustee of the Attorney General. Simultaneously with the receipt by the Attorney General of the payments payable to the Attorney General pursuant to Section 2(a) hereof, without any further writing or other action of any kind or nature, in consideration of the covenants and agreements in this Settlement Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustee, on behalf of himself, BLMIS and the estates of BLMIS and Madoff, releases and discharges the Attorney General and her beneficiaries, agents, and representatives, solely in their capacity as such, from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, damages, judgments, and claims whatsoever, asserted or unasserted, known or unknown, now existing or arising in the future (collectively, the "Trustee Released Claims"), except for any and all claims and rights (and the enforcement thereofl of the Trustee and obligations of the Attorney General arising under this Settlement Agreement or the related escrow agreements. For the avoidance of doubt, the Trustee is authorized to and does release any claims that could have been brought by SIPC in connection with BLMIS and its liquidation to the extent such claims have been subrogated to the Trustee. The Trustee and the Attorney General expressly agree this release shall not affect or encompass(x) any claims by the Trustee against any party other than the Attorney General or(y) any rights to enforce the LP Judgment(as defined in the Trustee Settlement Agreement).
11. The term "Released Claims" shall mean, collectively, the CRAG Released Claims, the CRAG Released Claims Against Trustee, the Chais Parties Released Claims, the Stanley Chais Parties Released Claims, and the Trustee Released Claims.
12. Unknown Claims. Unknown Claims shall mean any Released Claim, as defined herein, that the Attorney General, the Trustee,or the Chais Parties do not know or suspect to exist in its, his or her favor at the time of giving its, his or her release in this Settlement Agreement that if known by it, him or her, might have affected its, his or her settlement and release in this Settlement Agreement. With respell to any and all Released Claims in Sections 8, 9 and 10 of this Settlement Agreement, the Attorney General, the Trustee and the Chais Parties expressly waive, or are deemed to have waived,the provisions, rights and benefits of California Civil Code section 1542(to the extent it applies herein), which provides:
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.
12 Solely with respect to their respective Released Claims, the Attorney General, the Trustee and the Chais Parties expressly waive, and shall be deemed to have waived, any and all provisions, rights and benefits conferred by any law of any state or territory ofthe United States, or principle of common law or foreign law, that is similar, comparable or equivalent in effect to California Civil Code section 1542. The Attorney General, the Trustee and the Chaffs Parties may hereafter discover facts in addition to or different from those that any ofthem now knows or believes to be true with respect to the subject matter of the Released Claims, but the Attorney General, the Trustee and the Chaffs Parties shall expressly have and shall be deemed to have fully, finally and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, that now exist or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including conduct that is negligent, reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence or such different or additional facts. The Attorney General, the Trustee and the Chaffs Parties acknowledge and shall be deemed to have acknowledged that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part. The Attorney General, the Trustee and the Chaffs Parties agree not to directly or indirectly assert any claim, or commence, continue, institute or cause to be commenced any claim or proceeding, based upon any matter purported to be released hereby.
13. Cooperation; Further Assurances. The Parties shall provide cooperation, and execute any document or instrument, reasonably requested by any of them after the date of this Settlement Agreement, to effectuate the intent of this Settlement Agreement. Without limiting the foregoing, the Attorney General will support the issuance of the CRAG Approval Order and will not take any action intended to prejudice the Stanley Chaffs Parties and Chaffs Related Parties in enforcing the release provisions set forth in the Releases delivered (and/or deemed granted) pursuant to Section 7 of this Settlement Agreement.
14. Basis for Injunctions. This Settlement Agreement and any order approving same may be pleaded as a full and complete defense against, and may be used as an independent basis for an injunction against, any claim or proceeding instituted or maintained against any person or entity released hereunder to the extent such claim or proceeding conflicts with any release provided in this Settlement Agreement.
15. Notice of Settlement; Dismissal. Upon execution of this Settlement Agreement, the Parties shall provide notice to the California Court that there exists a settlement in principle, the terms of which are intended to resolve the CRAG Action, subject to Bankruptcy Court approval of a motion brought by the Trustee under Bankruptcy Rule 9019. Promptly upon receipt by the Attorney General of the payment payable to the Attorney General pursuant to Section 2(a) hereof, the Attorney General shall file with the California Court a dismissal with prejudice of the CRAG Action. Except as set forth in this Settlement Agreement, parties to that Action shall bear their own fees and costs.
16. Null and Void; Failure to Obtain a Final Non-Aupealable Order. If for any reason the Bankruptcy Court or any Other Court rejects the Trustee Settlement Agreement pursuant to a final and non-appealable order, or if for any reason the Bankruptcy Court, any Other Court or any other adjudicative body rejects this Settlement Agreementpursuant to an order that becomes
13 Final (the date on which either such order becomes Final being herein referred to as the "Refection Date"), then this Settlement Agreement shall automatically be null and void as of the Rejection Date. In addition, if the Attorney General does not receive full payment at the CAAG Closing in accordance with the terms of Section 2(a) hereof, then the Attorney General may unilaterally declare this Settlement Agreement null and void by providing a written notice to that effect to the other parties hereto so long as the Attorney General has first provided the other parties hereto with written notice of the failure to receive payment after such payment is due and given such parties at least thirty (30) Business Days to cure and further provided that the Attorney General returns any and all payments that it has received pursuant to this Settlement Agreement.
17. Business Days. For purposes of this Settlement Agreement, the term "Business Days" shall mean any day other than Saturday,Sunday, or a day that is a legal holiday in Sacramento, California.
18. Confidentiality Obli atg ions. The Parties' and the Trustee's confidentiality obligations under any existing agreements between and among the Parties and/or the Trustee shall remain in full force and effect.
19. No Admission. The Chais Parties and the California Limited Partnerships do not admit any liability and further ~pressly deny any participation or complicity of Stanley Chais or any Chais Party or California Limited Partnership in, or knowledge of Stanley Chais or any Chais Party or California Limited Parhlership of, the Medoff Ponzi Scheme.
20. Entire Agreement. This Settlement Agreement, together with the Trustee Settlement Agreement, constitute the entire agreement and understanding between and among the Parties and the Trustee and supersedes all prior agreements, representations and understandings concerning the subject matter hereof(other than the Trustee Settlement Agreement).
21. Amendments, Waiver. This Settlement Agreement may not be waived, amended or modified in any way except in a writing signed by all the Parties and the Limited Party. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision hereof, whether or not similar, nor shall such waiver constitute a continuing waiver.
22. Assi nab bility. No Party or Limited Party hereto may assign their rights under this Settlement Agreement to a third party without the prior written consent of each of the other Parties and Limited Parties hereto, provided, however that the Trustee may assign his rights and delegate his duties under this Settlement Agreement to any successor Trustee appointed by the Bankruptcy Court, including SIPC.
23. Successors Bound. This Settlement Agreement shall be binding upon and inure to the benefit of each of the Parties and Limited Party and their successors and permitted assigns.
24. Applicable Law. This Settlement Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to the principle of conflict of laws. Each Party and the Limited Party hereby waives on behalf of itself and its successors and
14 assigns any and all rights to argue that the choice of California law provisions is or has become unreasonable in any legal proceeding.
25. Exclusive Jurisdiction. Except to the extent the Bankruptcy Court cannot or declines to retain jurisdiction, the Parties and the Trustee agree and shall request that all orders entered in connection with this Settlement Agreement provide that the Bankruptcy Court shall retain and have non-exclusive jurisdiction over any action to enforce this Settlement Agreement, or any provision thereof, and the Parties and the Trustee hereby consent to and submit to the jurisdiction of the Bankruptcy Court for any such action. The Parties and the Trustee agree that, in the event the Bankruptcy Court cannot or declines to retain or exercise jurisdiction, no Party or Limited Party shall bring, institute, prosecute or maintain any action to enforce, modify, terminate, void, or interpret this Settlement Agreement, or any provision thereof, in any court other than the California Court. In any action commenced in another court by a third-party to enforce, modify, terminate, void or interpret this Settlement Agreement, the Parties and the Trustee agree to seek to stay such action and transfer the action first to the Bankruptcy Court; provided, however, in the event the Bankruptcy Court cannot or declines to retain or exercise jurisdiction, the Parties and the Trustee agree to seek transfer to the California Court.
26. Captions and Rules of Construction. The captions in this Settlement Agreement are inserted only as a matter of convenience and fcr reference and do not define, limit or describe the scope of this Settlement Agreement or the scope or content of any of its provisions. Any reference in this Settlement Agreement to a paragraph or section is to a paragraph or section of this Settlement Agreement, unless otherwise noted. The words "hereby," "herein," "hereto," "hereof," "hereunder," and similar words refer to this Settlement Agreement in its entirety and not merely to the Section where any such words appear. "Includes,""including" and similar words are not limiting. The Parties acknowledge that this Settlement Agreement was jointly drafted after negotiations by counsel and the Parties and the Trustee therefore agree that no provision of this Settlement Agreement may be construed against any Party or Limited Party as having been drafted by that Party or Limited Party.
27. Counterparts; Electronic Copv of Si nab tures. The individuals signing below represent that they have been authorized by the parties they represent to sign this Settlement Agreement. This Settlement Agreement maybe executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same document. The Parties and the Trustee may evidence their execution of this Settlement Agreement by delivery to the other Parties and Limited Party of scanned or faxed copies of their signatures, with the same effect as the delivery of an original signature. The Parties and Limited Party stipulate that counterparts, facsimile, or duplicate originals ofthis Settlement Agreement or any portion thereof shall be admissible in any judicial proceeding to the same extent that the original would be admissible for all purposes including but not limited to meeting the requirements of California Code of Civil Procedure § 664.6.
28. Severability. In the event that any term or provision ofthis Agreement is found in a Final judgment or order of a court of competent jurisdiction to be invalid or unenforceable, the entire Agreement shall be invalid and unenforceable (except this Section 28), unless and to the extent that all Parties and the Limited Party agree otherwise in writing. 29. Survival. T'he provisions of this Settlement Agreement shall survive the consummation of the transactions contemplated hereby.
30. Notices. Any notices under this Settlement Agreement shall be in writing, shall be effective when received and may be delivered only by hand, or by overnight delivery service or by electronic transmission if such overnight delivery or electronic transmission is confirmed via email, to:
If to the Attorney General: Alexandra Robert Gordon, Esq. Michael Elisofon, Esq. 455 Golden Gate Ave., Suite 11000 San Francisco, CA 94102 F:(415) 703-1234 [email protected] [email protected]
If to the Trustee, c/o: If to the Stanley Chais Parties, c/o: David J. Sheehan, Esq. Dennis F. Dunne, Esq. Tracy Cole, Esq. Michael L. Hirschfeld, Esq. 45 Rockefeller Plaza, 14~' Floor Milbank, Tweed, Hadley & McCloy LLP New York, NY 10111 28 Liberty Street F: (212) 589-4201 New York, NY 10005 [email protected] F: (212) 530-5219 [email protected] [email protected] [email protected]
If to the Chais Related Parties, c/o: Steven J. Katzman, Esq. Andrew H. Sherman, Esq. Biernert, Miller &Katzman Boris M. Mankovetskiy, Esy. 903 Calle Amancer, Suite 350 Sills Cummis &Gross P.C. San Clemente, CA 92673 One Riverfront Plaza F: (949-369-3700 Newark, NJ 07102 [email protected] F: (973)643-6500 [email protected] [email protected] [Signature pages follow]
16 t~~ he eaecut~d as of iN u'1TNES5 WHEREOF, the Forties hereto have caused this Agree~vent the d~rte first above ~~rrsrien.
i~ ~ ~
CAL1FnRNIA ATTORNL;Y G~NLItAI_'S U~'i~iC~ ~y: Alexandra Robe~~t Gordon, Ueputy l~ttornev Ge»eral and ec~ui~sel oi~ record 1i~r 1'I~intif~i' in d.~e CAAG Artie»
17 t /~
TH ~ ESTATE OF STA1~ EY CI~AIS B • Pamela C is, Executri
PAMELA CHA1S
~t n ~; APPLE Y PRODUCTf6 S ;TD. [iy: Parnela Chais, President
APPLEBY PRODtJCTIONS [.TD. UFFINED CONTRIBUTION PLAN 13y: Michael L. Hirschfeld, Esq., counsel of record in the CAAG Action
APPLEBY PRODUCTIONS I:I'D, MONCY PURCHASE PLAN By: Michael I.. I-lirschfeld, Esq., counsel of record in the GAAG Action
APPLEBY PRODUCTIONS LTD. PROFIT SI-aAR1NG PLAN t3y: Michael L. Hirschfeld, L~q., ct~unsel of record in the GAAG Action
CI~AIS INVESTMENTS,LTD. Eiy: William C}~ais, President, Onondaga, Inc., its General Partner
18 THE ESTATE O~ STANLEY CIiAIS By: ['amela Chair. Cxec~rtrix
PAM EL.~ CHA I S
ANPLLE31' PROnUCTfUNS tTD. Bv: Pamela Chair.,., President
f~~_ ~;
APPI_E~Y YRUDUC'I' ONS 1. i'D. UC1=l'~'EU CON'1'KJBU'1'lUN PLAN 13y: Michael L. Hirschfeld, Esy., ce~un~el uf' ~•ecord in the CAAG Action
r1PPi:.F..BY PRODUC' TONS LTD. A~fONEI' PURCI lnS PLAN By: Micl~t~el L. 1-lirschfeld, ~sc~., counsel oi' record in the CRAG Action
~_=- APPLEBY PRODUCTIO S L"I~D. PR01=1T S}IARING PLAN By: Michael L. Hirschfeld, Esq.. counsel of record in the CRAG Action
CHATS INVL'S"I~MENTS. L'('D. By: VVilli~m Chaffs, President. Onondaga. lnc., its General Partner
►~ 7'HE ESTATE OF S'T'ANLEY CHAIS By: Pamela Chais, Executrix
PAMELA CHAIS
APPLEBY PRODUCTIONS LTD. By: Pamela Chaffs, President
APPLEBY PRODUCTIONS LTD. DEFINED CONTRIBUTION PLAIN By: Michael L. Hirschfeld, Esq., counsel of record in the CRAG Action
APPLEBY PRODUCTIOT~~S LTD. MONEY PURCHASE PLAN fay: Michael L. Hirschfeld, Csq., counsel off' record in the CAAG Action
APPLEBY PRODUCTIONS LTD. PROFIT SHARING PLAN By: Michael L. Hirschfeld, Esq., counsel of record in the CAAG Action
AIS INVESTMENTS, LTD. By: ~Villiam Chaffs, President, Onondaga, lnc., its Genera! Partner
18 ~- r,,, ~
CH.AIS 1991 FAIvI1L"~' I~US'1~(NOW 3Y CONSISTING OF THE SUI2VlVOR'S TRUST UNDER CHAIS 1991 FAMILY TRUS"], DATED SEPTEMBER 4. 1991 AND Tf-~E MARITAL TRUST UNDER CI lA1S 1991 FAM.]LY "TRUST DATED SLPTEiViBER 4, 1991) By: Parneia Ch ',Trustee
r
Cl-DAIS FAMILY FOUNDA'T'ION By: Pamela Chais, President
r-.~~rL>~ cr~r~ Low
1~1ARK CI-I.AIS
W1LLlAM CI-IRIS 7 ~ ~ ~v
M1Cl-IAEL CNASAL0I~J
M1R] CHAtS
WRENi~1 CHATS
1994 "1'RUS'T FOR THE C)-~Il.i~lt};N O1~ S"1'ANI_EY ~,NU YAMI.~i.A CI~ATS By: \~Jilliam Chais,'1'rustee
19 CHAS 1991 I'AMILY TRUST(NOW CONSISTING OF THE SURVNOR'S TRUST CINDER CHAIS 1991 FAMILY TRUST DATED SEPTEMBER 4, 1991 AND THE MARITAL TRUST UNDER CHA1S 1991 FAMILY TRUST DATEll SEPTEMBER 4, 1991) By: Pamela Chais, Trustee
CHATS FAMILY FOUNDATION By: Pamela Chais, President
EMILY CHASALOW
MARK CHAISv
WILLIAM CHAIS
MICHAEL CHASALOW
/I~ V '" MIRI CHAIS
WRENN CHRIS
1994 TRUST FOR THE CHILllREN OF STANLEY AND PAMELA CHRIS By: William Chais, Trustee CHATS 1991 FAM]LY TRUST (I`'OW CONSISTING OP THE SURVIVOR'S TRUST UNDER CHATS 199] FAMILY TRUST DATED SEPTEMBER 4, 199] AND THE MARITAL TRUST UNDER CHATS 1991 FAMILY TRUST DATED SEPTEMBER 4, 1991) By: Pamela Chais, Trustee
C}-~AIS FAMILY FOUNDATION By: Pamela Chais, President
EMILY CNASALOW
MARK HA1S
IT~LIAM CI-3AIS
MICHAEL CHASALOW
MIR] CHATS j~` ~~~
1~JRENN CHATS
1994j1'RU~T FOR SHE CHILDREN OF STANLEY AND PAMELA CHA1S By: William Chais, Trustee
m ~/' ~ '~ ~f 1 I ~ ~ C ~.. ~ -~-~• __ 19'96 -RUST FOR THE CHILDREN OF STANLEY AND PAMELA CHA]S By: Wi]]ia~n Chaffs, Trustee
BLMIS ACCOUNT 101286, SUED HERE]N AS 1999 TRUST FOR THE CH]LDREN OF STANLEY AND PAMELA CHATS By: Steven J. Katzman, Esy., counsel of record i the CAAG 'on ~~ ~~~ ,.. 1 ~9 T ST FOR THE GRANDCHILDREN OF STANLEY AND PAMELA CHATS By: William Chaffs, Trustee
~MILl' CHA1S 1983 TRUST E3y: Emily Chasalow, Trustee
L-'M]LY CHA1S TRUST NO. l Sy: Emily Chasalow, Trustee
EMILY CI-IAIS TRUST NO.2 By: Emily Chasalow, Trustee
~M1LY CHATS TItUSTNO. 3 By: Emily ChasaJow, Trustee
EMILY CHATS ISSUE TRUST NO. 1 i3y: Cmily Chasalow,'Trustee
20 1996 TRUST FOR THE CHILDREN OF STANLEY AI~'D PAMELA CHAIS By: William Chais, Trustee
BL ACCOUNT l C 1286, S .D HEREIN AS 1999 TRUST FOR THE CHILDREN OF STANLEY AND PAMELA CHAIS By: Steven J. Katzman, ~sq., counsel of record in the CAAG Action
1999 TRUST FOR THE GRANDCHILDREN OF STANLEY AND PAMELA CHATS Ily: William Chaffs, Trustee
EMILY CHAIS 1983 TRUST By: Emily Chasalow, Trustee
EMILY CHAIS TRUST N0. 1 By: Emily Chasalow, Trustee
EMILY CHATS TRUST N0. 2 By: Emily Chasalow, Tn~stee
EMILY CHAIS TRUST N0. 3 By: Emily Chasalow, Trustee
EMILY CHAIS ISSUE TRUSS' NO. l By: Emily Chasalow, Trustee
20 1996 TRUST FOR THE CHILDREN OI' S'l't1NLEY AND PAMEC,A GHATS By: William C}3ais, Trustee
BI,M1S ACCOUNT 1C1286, SUrD IILRLIN AS 1999 TRtST T'OR Tl~~ Cl-il1,DREN OF STAI~LIY AND PAMELA CHRIS By: Stc;ven J. Kal.zman, Fsq., counsel of record in the CAAC Action
1999 TRtIS'f FOR THF, GRAT~DCHILDREN OF STANLEY AND PAMELA CHRIS By: William Ci~ais, Tivsiee
EMILY CHA1S 1983 T UST By: Emily' ~fl low, Trustee
LMIL1' - Y 1'RU 7' NO. 1 L-3y: Lmily C asalaw, Trustee t
L i1I.,Y Ct A . TRliST NO.2 By: Emily Chasalow, l'rustee
E 1ILY CHAt US'1 N0. 3 By: lmily Chasaloti~, Trustee
~~~~.— EMILY CNA S 1 'SUE "I'KUS'1' NU. 1 By: Emily Chasala~v, Trustee
20 ~-,, nrI- Vv GM L1' C 1S SSUE'1'IZUS7' NU.2 By: rmily Chasalo~v, Trustee
MARK HUGH CHA1S "TRUST NO. 1 By: Mark Chaffs, Trustee
MARK HUGH Cl-iA1S'TRUST NO.2 By: Mark Chaffs, 7'rustec
A~ARK NIJCN CHA1S TRUST NO. 3 By: Mark Chaffs, Trustee
MARK HUGH Cl-lA1S ISSUE "1'RUS'I' NO. l By: Mark Chaffs, Trustee
Mf1RK I~UGH CHAIS ISSUE "T'RUST N O. 2 Bar: Mark Chaffs, 'Trustee
MARK HUGH Cl~lAIS ]983 TRUS"1' Fay: Mark Chaffs, `Trustee
WILLIAM FREDERICK CHATS TRUST' NO. 1 By: 1~Vi11i~m Chaffs, Trustee
~~ EMILY CHAIS ISSUE TRUST NO. 2 By: Emily Chasalow, Trustee
MA HLTGII CH TRU T NO.] By: Mark Chais, Trustee
MARTC HUGH CHAIS TRUST NO. 2 By: Mazk Chais, Trustee
l~ MARK GN CHAIS TRUST N0. 3 By: Mark Chais, Trustee
MARK GH CHAIS ISSUE TRUST NO. 1 By: Mark Chais, Trustee C~ MARK UGH C ISSUE TRUST NO.2 By: Mark Chais, Trustee
,~ MARK HU H CHAIS 1983 TRUS By: Mark Chais, Trustee
WILLIAM FREDERICK CHAIS TRUST NO. 1 By: William Chais, Trustee
F~ ~M1LY CHAIS ISSUE TRUST NO.2 By: Emily Chasalow, Trustee
MARK HUGH CHAIS TRUST NO. 1 By: Mark Chais, Trustee
MARK HUGH CHA1S TRUSTNO.2 By: Mark Chais, 'Trustee
MARK HUGH CI-iAIS TRUSTNO. 3 By: Mark Chais, `Trustee
MARK HUGH CHATS ISSUE TRUST NO. 1 By: Mark Chais,l'rustee
MARK HUGH CHA1S ISSUE TRUST NO. 2 Dy: Mark Chais, Trustee
MARK )-3UGH C1~A1S 1983 TRUST By: Mark Chais,']'rustee -~ r ,~-.~. I L1AM FREDERICK CHATS TRUST NO. 1 By: William Chais, Trustee
21 U ' ✓ i~/iii-.. WI LIAM FREDERICK Cl-IAtS TRUST NO. 2 Qy: William Chais, Trustee
t~ ,~_~ `l~ ~ C/r~. I ~ AM FREDERICK CHATS TRUST NO. 3 $y: William Chais, Trustee ~~ ~ I ~vl R. R]CK C7-IA1S ISSUE TRUST NO. 1 By: William Chais, Trustee i ~ ~ . ~` LIAM FREDE CK C]-TATS ISSUE TRUST NO.2 By: William Chais, Trustee
1~~ILLIAM FREDERICK CHATS 1983 TRUST By: William Chais, Trustee (~
TH •WILLIAM AND t NN CHATS ]994 FAAIILYTRUST By: William Chais, Trustee
t1R1 CHA1S 1999 TRUST By: Mark Chais, Trustee
ARI CHATS TRANSFEREE TRUS']' NO. 1 By: Mark Chais, Trustee
22 WILLIAM FREDERICK CHATS TRUST NO.2 By: William Chais, Trustee
WILLIAM FREDERICK CHRIS TRUST NO. 3 ny: William Chaffs, Trustee
WILLIAM FREDERICK CNAIS ISSUE TRUST NO. 1 By: William Chaffs, Trustee
WILLIAM FREDERICK CI-~AIS ISSUE TRUST NO. 2 By: William Chaffs, Trustee
WILLIAM FREDERICK CHRIS 1983 TRUST IIy: William Chaffs, Trustee
THE WILLIAM AND WR~NN CHRIS 1994 FAMILY TRllST By: William Chaffs, Trustee
ARI C ~ IS 199 RUST By: Mark Chaffs, Trustee ~
ARI C IS T EREE T UST NO. ] By: Mark Chaffs, Trustee
22 ~~ j
BENJAMJN A ., C ASALOW 1999 TRUST I3~~: Emily Chasalow, Trustee
B N Ayi1 P UL C{-iASALO TRANSFEREE TRUST N0. 1 By: Emily Chasalow, Trustee
CI iLOE FItANCCS C}iA1S 1994 TRUST I3y: William C}~ais, Trustee
C}-II.OF. FRANCES CNA1S TRANSFEREE T'RUS"[' NO. 1 Hy: William Chais, Trustee
JONATHAN V1%OLF C1-~A1S 1996 TRUST I3y: William Chais, Trustee
JONATHAN CHA15'I'RANSI'EREE TRUST NO. 1 I3y: William Chais, l'rustee j
JUS IN ROB RT CHASALOW 1999 TRUST By: Emily Chasalow, Trustee
J ~ J S ~ i~'~ O F.RT CHASALt~VJ TRAI~SPER~L TRUST NO. 1 13y: Emily Chasalow, "l~rl~stee
23 BCNJAMIN PAUL CHASALOVI' ]999 TRUST By: Emily Chasalow, Trustee
BENJAMIN PAUL CHASALOW TRANSFEREE TRUST NO. 1 By: Emi Chasaiow ~iist~ee ~ t ~
E FRANCES CHATS ]994 TRUST IIy: William Chais, Trustee
~ ~,_ __. C SLOE FRANCES CHA1S 'RANSFERLE TRUST NO. 1 By: William Chais, Trustee
(~~ ~~1---> ,~-- J ATHAN WOLF CH 1996 TRUST By: William Chais, Trustee ~~ ~ '
JO HAN CHATS TRANS ERE TRUS']~ NO. 1 By: William Chais, Trustee
JL)STIN ROBERT CHASALOW 1999 TRUST Qy: Emily Chasalow, Trustee
JUSTIN ROBERT CHASALOW TRANSFCR~E TRUST NO. 1 13y: Emily Chasalow, Trustee
23 ~~ LINE CELIA C IS 1992 TRUST By: William Chaffs, Trustee !, ~%.!~ G~ ~~r~ ~. ~ ~~ I~I~ArlELINE CHAS 'Tt~ANSFEREE TRUST N0. By: William Chaffs, Trustee
RACHEL ALLISON CHASAt_OW 1999 TRUST' By: Emily ChAsalow, Trustee
RACHEL ALLISON CHASALOW TRANSFEREE TRUST NO.] By; Emily Chasalo~~~, Trustee
TALI CHAtS 1997 TRUST By: Mark Chaffs, Trustee
TALI CHAIS TRANSFEREE TRUST NO. 1 By: Mark Chaffs, Trustee
UNICYCLE TRADING COMPANY dy: Mark Chaffs, President of Unicycle Corp., its General Partner
UNICYCLE CORP. By: Mark Chaffs, President
24 / ..
IVIADEUNL CL-'LIA CHRIS ]992 TR(JST By: William Chais,'I'rustee
1~1ADEL]NE CHA1S TRANSFEREE TRUST NO. ] I3y: William Cllais, Trustee
J f lZAGHEL L ISO] CI- S LO~V 1999 TRUST I3y: Emily Chasalo~v, "Trustee
~i ails i (l~ a ~,~C~(~ ~~1 RACI-i~L ALLISON Ci-IASALOW '.f.'It1~NSFERLE; TRUST NU. l 13y: [:roily Chasalow, Trustee
TALI CHRIS 1997 TRUST By: Mark Chais, Trustee
T~I_I CIIAIS TRAI~SFF.,REE TRUST NO. ] ~3~~: Mark Chais, Trustee
UNICYCLE'TRADING COMPANY By: Mark Chaffs, President of Unicycle Corp.. its General.Parmer
UNICYCLE CORP. Hy: Mark Chaffs, President
24 MADELINE C~LTA CHATS 1992 TRUST By: William Chais, Trustee
MADELINE CHAIS TRANSFERrE TRUST N0. 1 By: William Chais, Trustee
RACHEL ALLISON CHASALOW 1999 TRUST By: Emily Chasalow, Trustee
RACHEL ALLISON CHASALOW TRANSFEREE TRUST NO. 1 By: Emily Chasalow, Trustee
TAL CHAIS 1997 TRUST By: Mark Chais, Trustee
~~~--~! d TAL eHAIS TRANSFEREE TRUST NO. 1 By: Mark Chais, Trustee '~~(/ UNICYCLE TRADING COMPANY By: Mark Chais, President of Unicycle Corp., its General Partner`
UNIC CLE CORP. By: Mar3c Chais, President
24 UN~C~"CLE CCJRPORATION~NEY PURCHASE PLAN By: Steven J. Katzman, Esq., counsel of record in the CRAG Action
ONONDAGA,INC. By: William Chais, President
T NOND GA,INC. M PURCHASE PLAN By: Steven J. Katzman, Esq., counsel of record in the CAAG lion
T NOND GA,INC. DEI~ ED BENEFIT PEI~TSION PLAN By: Stcvcn J. Katzman, Esq., counsel of record in the CAAG Action
CHA1S MANAGEMEI~''J', lI~TC. By: William Chats, President
CHAIS MANAGEMENT LTD. By: William Chats, President, Chats Management, Inc., its General Partner
CHATS VENTURE HOLDIl~'GS By: William Chats, President
25 UNICYCLE CORPORATION MONEY PURCHASE PLAN By: Steven J. Katzman, Esq., counsel of record in t CAAG Actie~i ,~ ~ ~~ ~f ~ ,/ I~~-- DAGA,INC. By: William Chais, President
THE ONONDAGA,INC. MONEY PURCHASE PLAN By: Steven J. Katzman, Esq., counsel of record in the CAAG Action
THE ONONDAGA,1NC. D~P]NCD DENEFIT PENSION PLAN By: Steven J. Katzman, Csq., counsel of record in he CAAG~ction r , ~~/
C 1S MANAGEMENT,INC. By: William Chais, President ~~ .i~~
C' AIS MANAGEMENT LTD. 8y: William Chais, President, Chais Management, lnc., its General Partner ~. ~~~ r C IS VENTURE HOLDINGS By: William Chais, President
25 IN WITNESS VV~IEREOF, the Trustee hereby signs onto and agrees to be bound by Sections 1, 2{a), 3(b) and (i), 5, IO-12, and 16-30, as of the date first above written.
IRVIl~ H.PI~~, Trustee for the liquzdation pro gs ofBernard L. MadoffInvestment Secuzities LLC and the substantively consolidated~Chapter 7'estate of Bernard L. Medoff
26 Exhibit A to Settlement Agreement
FORM OF RELEASE
1See Attachedl RELEASE
This Release (this "Release") is made by the undersigned (the "Restitution Fund Claimant")for the benefit of each Chais Releasee and Relevant Third Party Releasee (as such terms are hereinafter defined). This Release is executed and delivered by the Restitution Fund Claimant in connection with the submission by the Restitution Fund Claimant to the Attorney General (as defined below) of a Restitution Fund Claim (as defined in the Settlement Agreement dated as of October 19, 2016 (the "Settlement Agreement") among (a)the People of the State of California, by and through Attorney General Kamala D. Harris or her designated representatives)(the "Attorney General");(b) the Stanley Chais Parties (as hereinafter defined); (c) the Chais Related Parties (as hereinafter defined); and (d)Irving H. Picard, in his capacity as trustee (the "Trustee") under the Securities Investor Protection Act of 1970, 15 U.S.C. §§ 78aaa et seq., as amended, for the liquidation of the business of Bernard L. Madoff Investment Securities LLC("BEMIS") and the substantively consolidated Chapter 7 estate of Bernard L. Madoff("Madoff")). Any capitalized term used herein, and not otherwise defined herein, shall have the meaning ascribed to such term in Exhibit 1 hereto.
1. Release. Subject to Paragraph 8 below,by virtue of submitting a Restitution Fund Claim to the Attorney General, and effective as of the Release Date (as hereinafter defined), and without any further writing or other action of any kind or nature, in consideration of any payment made by the Restitution Fund (as defined in and established under the Settlement Agreement)to the Restitution Fund Claimant and for other good and valuable consideration, the Restitution Fund Claimant hereby fully, finally and forever, unconditionally and irrevocably releases, acquits and discharges, and shall hereby be deemed to have fully, finally and forever, unconditionally and irrevocably released, acquitted and discharged, each "Chaffs Releasee" and each "Relevant Third Party Releasee"(as each ofthose respective terms is hereinafter defined) from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies,judgments, direct claims, derivative claims and other claims, and any other right to obtain any type of monetary damages (including punitive damages), expenses, attorneys' and other fees, rescission, restitution, indemnification or any other remedies of whatever kind at law or in equity, in contract, in tort, arising under any source whatsoever, including claims in equity or under any federal, state, common, or foreign statute, regulation, rule or common law, whether in a civil, administrative, arbitral, or other judicial or nonjudicial proceeding, asserted or unasserted, known or unknown, matured, contingent, threatened, or inchoate, whether or not concealed or hidden, now existing or arising in the future, including any currently pending or future purported or certified class action, and any right in or under any currently pending or future purported or certified derivative action, that in any way arise out of or in connection with or relate to the California Limited Partnerships (as hereinafterdefined), BEMIS,the Madoff Ponzi Scheme (as defined in the Settlement Agreement) and/or any investment activity or other matters with which Stanley Chaffs was or is alleged to be associated in any way (including, without limitation, the claims asserted or that could have been asserted against any one or more of the Chaffs Releasees in the CRAG Action and/or California Private Actions (as such terms are hereinafter defined) or any such class action or derivative action), except for any claim by the Restitution Fund Claimant:(i) filed with the "Madoff Victim Fund" being administered by Richard C. Breeden pursuant to his appointment as Special Master for the U.S. Department of Justice; (ii) to enforce the rights of the Restitution Fund Claimant under the terms of the Restitution Fund; and (iii) against any Relevant Third Party Releasee that does not relate in any way to the claims and potential claims against any Chais Releaseesbeing released pursuant to this Release (collectively, the "Restitution Fund Claimant Released Claims"). The Restitution Fund Claimant hereby also acknowledges that any injunction issued by the United States Bankruptcy Court for the Southern District of New York (the "Bankruptc~Court") with respect to any claim released pursuant to this Release shall be valid, binding and enforceable against the Restitution Fund Claimant.
2. Unknown Claims. Unknown Claims shall mean any Restitution Fund Claimant Released Claim, as defined herein, that the Restitution Fund Claimant does not know or suspect to exist in its, his or her favor at the time of giving the release described in Section 1 of this Release that if known by it, him or her might have affected its, his or her release as described in this Release. With respect to any and all Restitution Fund Claimant Released Claims in Section 1 of this Release, the Restitution Fund Claimant hereby waives, and shall be deemed to have waived, the provisions, rights and benefits of California Civil Code section 1542(to the extent it applies herein), which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST 1N HIS OR HER FAVOR AT TIC TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
The Restitution Fund Claimant by virtue of submitting a Restitution Fund Claim and this Release to the Attorney General hereby waives, and shall hereby be deemed to have waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, that is similar, comparable or equivalent in effect to California Civil Code section 1542. The Restitution Fund Claimant hereby acknowledges, in conjunction with waiving Unknown Claims, that he, she or it may thereafter discover facts in addition to or different from those that it, he or she now knows or believes to be true with respect to the subject matter of the Restitution Fund Claimant Released Claims, but the Restitution Fund Claimant shall expressly have and shall be deemed to have fully, finally and forever settled and released any and all Restitution Fund Claimant Released Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, that now exist or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including conduct that is negligent, reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence or such different or additional facts. The Restitution Fund Claimant hereby acknowledges that the foregoing waiver was separately bargained for and is a key element of the settlement of which the release is a part. The Restitution Fund Claimant hereby agrees not to directly or indirectly assert any claim, or commence, continue, institute or cause to be commenced any claim or proceeding, based upon any matter purported to be released hereby.
3. Covenant Not To Sue. The Restitution Fund Claimant hereby also agrees, and shall be deemed to have agreed, that it, he or she shall not take, directly, derivatively or as a
2 member of any class (and shall be permanently stayed, restrained and enjoined from taking) any of the following actions at law or in equity, in connection with any Restitution Fund Claimant Released Claims (collectively, "Restricted RFC Actions"):(i) commencing, conducting or continuing in any manner any action or proceeding of any kind (including any action or proceeding in a judicial, arbitral, administrative or other forum, whether domestic or foreign) against any Chais Releasee or any Relevant Third Party Releasee, any direct or indirect successor in interest to any Chais Releasee or any Relevant Third Party Releasee, or any immediate or mediate, direct or indirect transferee of any Chais Releasee or any Relevant Third Party Releasee, or the property of any of the foregoing; (ii) enforcing, levying, attaching (including prejudgment attachment), collectng or otherwise recovering, by any manner or means, any judgment, award or decree against any Chais Releasee or any Relevant Third Party Releasee, any direct or indirect successor in interest to any Chais Releasee, or any immediate or mediate, direct or indirect transferee of any Chais Releasee, or the property of any of the foregoing; (iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any lien against any Chais Releasee or any Relevant Third Party Releasee, any direct or indirect successor in interest to any Chais Releasee, or any immediate or mediate, direct or indirect transferee of any Chais Releasee or any Relevant Third Party Releasee, or the property of any of the foregoing;(iv) asserting any setoff, right ofsubrogation or recoupment of any kind, directly or indirectly, against any Chais Releasee or any Relevant Third Party Releasee, any direct or indirect successor in interest to any Chais Releasee or any Relevant Third Party Releasee, or any immediate or mediate, direct or indirect trans£ree of any Chais Releasee; or (v)supporting or participating in the commencement, conducting or continuation of any class action or derivative action that has been or could be instituted for any of the foregoing purposes.
4. Basis for Injunctions. This Release and any order approving same may be pleaded as a full and complete defense against, and may be used as an independent basis for an injunction against, any claim or proceeding instituted or maintained against any person or entity released hereunder to the extent such claim or proceeding conflicts with any release provided in this Release.
5. Assignment of Interests. The Restitution Fund Claimant (i) hereby assigns to the Chais Related Parties all of the Restitution Fund Claimant's right, title and interest in and to any and all amounts that are or may become payable, directly or indirectly, to the Restitution Fund Claimant by or on behalf of any of the California Limited Partnerships and (ii) hereby agrees to (A) hold in trust for, and to promptly remit to counsel for the Chais Related Parties, any and all such amounts received by the Restitution Fund Claimant and (B)refrain from waiving, compromising or otherwise impairing any such right, title or interest.
6. Applicable Law. This Release shall be construed and enforced in accordance with the laws of the State of California, without regard to the principle of conflict of laws. The Restitution Fund Claimant hereby waives on behalf of himself, herself or itself and his, her or its successors and assigns any and all rights to argue that the choice of California law provisions is or has become unreasonable in any legal proceeding.
7. Other Provisions. The Restitution Fund Claimant may evidence his, her or its execution of this Release by delivery to the Attorney General of scanned or faxed copies of his, her or its signatures, with the same effect as the delivery of an original signature. The Restitution Fund Claimant stipulates that facsimile or duplicate originals of this Release or any portion thereof shall be admissible in any judicial proceeding to the same extent that the original would be admissible for all purposes including but not limited to meeting the requirements of California Code of Civil Procedure § 664.6. Ifthe Restitution Fund Claimant has a living spouse, such spouse must also sign below.
8. Termination of Release. This Release shall be null and void if the undersigned Restitution Fund Claimant receives delivery of written notice from the Attorney General to such Restitution Fund Claimant stating that such Restitution Fund Claimant is not eligible to receive a payment from the Restitution Fund, and such written notice is not withdrawn or overturned or followed by any payment from the Restitution Fund to or for the benefit of the undersigned.
IN WITNESS WHEREOF,the undersigned has executed this Release as of the date set forth below.
Restitution Fund Restitution Fund Claimant's Signature Date Claimant's Name (and Title if such Claimant is an Entity)
Restitution Fund Restitution Fund Claimant's Spouse's Date Claimant's Spouse's Signature, if applicable Name
4 Exhibit 1 to Release
CERTAIN DEFINED TERMS
"Affiliate" shall mean, with respect to any person or entity: (i) its respective predecessors, past, present, and future direct and indirect parents, owners, subsidiaries, affiliated or other related persons or entities of any kind (including but not limited to corporations, partnerships, trusts, and individuals), including the successors and assigns of any of the foregoing; (ii) all past, present and future employees, officers, managers, directors, agents, insurers, members, beneficiaries, trustees, attorneys, accountants, and representatives of any of the foregoing, in their official and individual capacities; and (iii) insofar as it has been or could be alleged that he or she (x) was a transferee of assets, directly or indirectly, from Stanley Chais or any of the Chais Parties, or (y) was involved in any activity which is the subject of the CRAG Released Claims, all children or grandchildren of any Chais Party or any of the other foregoing persons that is an individual.
"CRAG Action" shall mean the lawsuit filed by the Attorney General against Stanley Chais and Does 1 through 100, inclusive, in the California Court alleging violations of California Corporations Code Section 25401, California Corporations Code Section 25235, California Business and Professions Code Section 17500 and California Business and Professions Code Section 17200, titled The People of the State of California v. Stanley Chais, et a~, Case No. BC422257.
"California Court" shall mean the Los Angeles County Superior Court, State of California.
"California Limited Partnerships" shall mean the California limited partnerships known as The Brighton Company, The Popham Company and The Lambeth Company.
"California Private Actions" shall mean the following four actions pending in the California Court against some or all of the Chais Parties seeking recovery of funds related to the Madoff Ponzi Scheme: Bottlebrush Investments, LP v. The Lambeth Company, et al., Case No. BC407967; Leghorn Investments, Ltd. v. Brighton Investments, et al., Case No. BC408661; Heimoff v. Chaffs, et al., Case No. BC413821; and Hall v. Chaffs, et al., Case No. BC413820.
"Chaffs Parties" shall mean, collectively, the Stanley Chaffs Parties and the Chaffs Related Parties.
"Chaffs Related Parties" shall mean Emily Chasalow; Mark Chaffs; William Chaffs; Michael Chasalow; Miri Chaffs, referred to in the Complaint in Picard v. Estate ofStanley Chaffs, et al., No. 09-01172(SMB) (Bankr. S.D.N.Y. 2009)(the "Complaint") as Mirie Chaffs; Wrenn Chaffs; 1994 Trust for the Children of Stanley and Pamela Chaffs; 1996 Trust for the Children of Stanley and Pamela Chaffs, referred to in the Complairrt as The 1996 Trust for the Children of Pamela Chaffs And Stanley Chaffs; BLMIS Account 1C1286, sued in the Complaint as The 1999 Trust for the Children of Stanley and Pamela Chaffs; 1999 Trust for the Grandchildren of Stanley and Pamela Chaffs; Emily Chaffs 1983 Trust; Emily Chaffs Trust No. 1, Emily Chaffs Trust No. 2, and Emily Chaffs Trust No. 3, referred to collectively in the Complaint as The Emily Chaffs Trust; Emily Chaffs Issue Trust No. 1 and Emily Chaffs Issue Trust No. 2, referred to collectively in the Complaint as The Emily Chaffs Issue Trust; Mark Hugh Chaffs Trust No. 1, Mark Hugh Chaffs Trust No. 2, and Mark Hugh Chaffs Trust No. 3, referred to collectively in the Complaint as The Mark Hugh Chaffs Trust; Mark Hugh Chaffs Issue Trust No. 1 and Mark Hugh Chaffs Issue Trust
Exhibit 1-Page l No. 2, referred to collectively in the Complaint as The Mark Hugh Chais Issue Trust; Mark Hugh Chais 1983 Trust; William Frederick Chais Trust No. 1, William Frederick Chais Trust No. 2, and William Frederick Chais Trust No. 3, refereed to collectively in the Complaint as T'he William Frederick Chais Trust; William Frederick Chais Issue Trust No. 1 and William Frederick Chais Issue Trust No. 2, referred to collectively in the Complaint as The William F. Chais Issue Trust; William Frederick Chais 1983 Trust; The William and Wrenn Chais 1994 Family Trust; Ari Chais 1999 Trust; Ari Chais Transferee Trust No. 1, referred to in the Complaint as The Ari Chais Transferee #1 Trust; Benjamin Paul Chasalow 1999 Trust; Benjamin Paul Chasalow Transferee Trust No. 1, referred to in the Complaint as The Benjamin Paul Chasalow Transferee #1 Trust; Chloe Frances Chais 1994 Trust, referred to in the Complaint as T'he Chloe Francis Chais 1994 Trust; Chloe Frances Chais Transferee Trust No. 1, referred to in the Complaint as The Chloe Francis Chais Transferee #1 Trust; Jonathan Wolf Chais 1996 Trust, referred to in the Complaint as The Jonathan Wolf Chais Trust; Jonathan Chais Transferee Trust No. 1, referred to in the Complaint as The Jonathan Chais Transferee #1 Trust; Justin Robert Chasalow 1999 Trust; Justin Robert Chasalow Transferee Trust No. 1, referred to in the Complaint as The Justin Robert Chasalow Transferee #1 Trust; Madeline Celia Chais 1992 Trust; Madeline Chais Transferee Trust No. 1, referred to in the Complaint as The Madeline Chais Transferee #1 Trust; Rachel Allison Chasalow 1999 Trust; Rachel Allison Chasalow Transferee Trust No. 1, referred to in the Complaint as The Rachel Allison Chasalow Transferee #1 Trust; Tali Chais 1997 Trust; Tali Chais Transferee Trust No. 1, referred to in the Complaint as The Tali Chais Transferee #1 Trust; Unicycle Trading Company; Unicycle Corp., individually and as the General Partner of Unicycle Trading Company; the now-defunct money purchase plan formerly known as Unicycle Corporation Money Purchase Plan; Onondaga, Inc., individually and as General Partner of Chais Investments Ltd.; the now-defunct money purchase plan formerly known as The Onondaga, Inc. Money Purchase Plan; the now-defunct defined benefit pension plan formerly known as The Onondaga, Inc. Defined Benefit Pension Plan; Chais Management, Inc., individually and as General Partner of Chais Management Ltd.; Chais Management Ltd.; and Chais Venture Holdings.
"Chaffs Releasee" shall mean each Chaffs Party and each Affiliate thereof.
"Relevant Third Party Releasee" shall mean any thinl party (other than any Chaffs Releasee) that has asserted or could assert any claim against any of the Chaffs Releasees, whether pursuant to any direct claim, any cross claim, any derivative claim or otherwise, including any claim for indemnification, and each Affiliate thereof.
"Release Date" shall mean, as to each Restitution Fund Claimant, the date on which such Restitution Fund Claimant submits in writing its, his or her Restitution Fund Claim to the Attorney General; provided, that such person's release hereunder shall be deemed subject to its, his or her receipt of payment from the Restitution Fund or, in the event that multiple payments from the Restitution Fund are made to such Restitution Fund Claimant, such person's receipt of the first such payment that is made to such Restitution Fund Claimant. Each Chaffs Releasee that is not a party to the Settlement Agreement is a third party beneficiary of the Settlement Agreement and has the full right to enforce the release and covenant not to sue provided in the Settlement Agreement to such Chaffs Releasee by my Restitution Fund Claimant as fully as if he, she or it was a party to the Settlement Agreement.
Exhibit 1-Page 2 "Stanley Chais Parties" shall mean The Estate of Stanley Chais; Pamela Chais; Appleby Productions Ltd.; the now-defunct defined contribution plan formerly known as Appleby Productions Ltd. Defined Contribution Plan; the now-defunct money purchase plan formerly known as Appleby Productions Ltd. Money Purchase Plan; the now-defunct profit sharing plan formerly known as Appleby Productions Ltd. Profit Sharing Plan; Chais Investments, Ltd.; Chais 1991 Family Trust(now consisting of the Survivor's Trust under Chais 1991 Family Trust dated September 4, 1991 and the Marital Trust under Chais 1991 Family Trust dated September 4, 1991); and Chais Family Foundation.
Exhibit 1-Page 3
JEFFREY I. GOLDEN,J.D.
LOBEL WEILAND GOLDEN FRIEDMAN LLP 650 Town Center Drive, Suite 950 Costa Mesa, California 92626 Telephone: (714) 966-1000 Facsimile: (714)966-1002 PROFESSIONAL EXPERIENCE
RECEIVER, Central District of California 2002-Present
BANKRUPTCY TRUSTEE,Central District of California 1998-Present
EXPERT WITNESS(FederaUState criminaUcivil matters) 2000-Present
ADJUNCT PROFESSOR, UCI LAW SCHOOL 2012-Present Teaches bankruptcy class, including rights, remedies, and procedure in bankruptcies and receiverships.
WEILAND GOLDEN LLP ,Costa Mesa, California 1995-Present Founding Partner in atwelve-attorney law firm specializing in bankruptcy, commercial litigation, and real estate matters.
BUCHALTER,NEMER, FIELDS &YOUNGER,Newport Beach, California 1988-1995 Partner responsible for bankruptcy and commercial litigation matters
UNITED STATES BANKRUPTCY COURT,CENTRAL DISTRICT OF CALIFORNIA 1987-1988 Law Clerk to the Honorable Calvin K. Ashland and the Honorable Peter M. Elliott, Judges of the United States Bankruptcy Court and the Ninth Circuit Bankruptcy Appellate Panel BAR MEMBERSHIP AND EDUCATION University of Southern California Law Center, Juris Doctorate, 1987 Moot Court Honors Program, 1986-1987 Judge Barry Russell Award for Outstanding Achievement -Federal Courts
University of California, San Diego-Revelle College, Bachelor of Arts, 1984, cum laude
State of California, U.S. District Court for all Districts in the State of California, Ninth Circuit Court of Appeals, United States Supreme Court PROFESSIONAL AFFILIATIONS AND HONORS Co-Chair Ninth Circuit Lawyer Representative 2006 B 2010 Judge Calvin Ashland Award (Trustee of the Year) 2013 Judge Peter M. Elliott Award (Outstanding Service/Contributions to the Orange County Insolvency Community) 2007 California State Baz Client Security Fund Commission 2013 Co-Editor in Chief, California Bankruptcy Journal 2006 B Present Committee Regarding New Local Bankruptcy Rules for Trustee Initiative 2007 Bench/Bar Committee for the Development of New Chapter 11 Local Rules 2004 Mediator, United States Bankruptcy Court, Central District Mediation Program 1996 B Present Past President and Director, Orange County Bankruptcy Forum 1996 B 1997 Adjunct Professor, University of California, Irvine, Legal Assistantship Program 1994 B 1998 Orange County Bar Association -Commercial LawBankruptcy Section 1988 B Present OTHER AFFILIATIONS National Chair, Entrepreneur's Organization B Family Conferences/Programming 2007 B Present Board of Directors, Temple Beth David 2007 B Present Moderator, Entrepreneur's Organization 2005-2006 President, Huntington Seacliff PTA 2003-2004 Volunteer, S.P.I.N.(Serving People In Need) 2000-2001
6909_4 EXH1~31T _,_,~_ PUBLICATIONS AND SPEAKING ENGAGEMENTS(Examples) Y2K Exemption Law in the 9th Circuit: "Where Finality and Certainty Collide," 26 Ca1.Bankr. J. 3(2002) Civil Forfeiture and Bankruptcy Fraud: "An Alternative to Fraudulent Conveyance Litigation," 25 Ca1.Bankr. J. 170(2000) Balancing Rights under the Bankruptcy Code: A Reply to "Adequate Protection After United Savings v. Timbers v. Inwood Forest," 17 Ca1.Bankr. J. 11 (1989) DePrizio: "Robinhood" ofthe Bankruptcy Code, 17 Cal.Bankr. J. 182.(1989) CHG International: An Unwise Expansion ofPreference Liability, 18 Ca1.Banla~. J. 155 (1990) Various speaking engagements for the Orange County Bankruptcy Forum, the Orange County Bar Association -Commercial Law and Bankruptcy Section, the American Business Institute, the Bankruptcy Trustees for the Central District of California, the California CPA Education Foundation and other organizations on a variety of topics, including bankruptcy trustee's avoiding powers and current issues in chapter 11 cases.
6909_4
12-01001-smb Doc 67 Filed 11/18/16 Entered 11/18/16 15:46:24 Main Document Pg1of3
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
In re: SIPA LIQUIDATION
BERNARD L. MADOFF INVESTMENT No. 08-01789(SMB) SECURITIES LLC, (Substantively Consolidated) Debtor.
In re:
BERNARD L. MADOFF,
Debtor.
IRVING H. PICARD, Trustee for the Liquidation Adv. Pro. No. 12-01001 (SMB) of Bernard L. Madoff Investment Securities LLC,
Plaintiff,
v.
DOUGLAS HALL; STEVEN HEIMOFF; BOTTLEBRUSH INVESTMENTS, L.P.; LEGHORN INVESTMENTS LTD.; and KAMALA D. HARRIS, solely in her capacity as Attorney General for the State of California,
Defendants.
ORDER PURSUANT TO SECTION 105(a) OF THE BANKRUPTCY CODE AND RULES 2002 AND 9019 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AUTHORIZING TRUSTEE TO SIGN ONTO,ON A LIMITED BASIS, AN AGREEMENT EXECUTED BETWEEN THE ESTATE OF STANLEY CHAIS AND OTHER DEFENDANTS IN ADVERSARY PROCEEDING NO.09-01172 AND PLAINTIFFS IN PENDING ACTIONS IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA
aF~~~~ 12-01001-smb Doc 67 Filed 11/18/16 Entered 11/18/16 15:46:24 Main Document Pg2of3
Upon the motion (the "Motion")' of Irving H. Picard, Esq. (the "Trustee") as trustee for the substantively consolidated liquidation of Bernard L. Madoff Investment Securities LLC and the Chapter 7 estate of Bernard L. Madoff, seeking entry of an order, pursuant to sections 105(a) of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et s~ and Rules 2002 and 9019 of the
Federal Rules of Bankruptcy Procedure, inter alia, requesting authorization for the Trustee to sign onto, on a limited basis, an agreement executed between: the Defendants identified in
Exhibit A to the Motion; and plaintiffs in pending actions in the Superior Court of the State of
California, in substantially the form annexed to the Motion (the "CP Settlement Agreement")
(ECF No. 62); and it appearing that due and sufficient notice has been given to all parties in interest as required by Rules 2002 and 9019 of the Federal Rules of Bankruptcy Procedure, and no other or further notice needs to be given; and that no objection, responsive pleading, or request for a hearing was made or filed with respect to the Motion; and the Trustee having filed a certificate of no objection representing that no objection has been received and that no party has indicated to the Trustee that it intends to oppose the relief requested in the Motion; and the Court having reviewed the Motion, the Affidavit of Irving Picard in support of the Motion, and the record in this case; and it further appearing that this Court has jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein, and after due deliberation and sufficient cause appearing therefor; it is
ORDERED, that the Trustee is authorized to sign onto the CP Settlement Agreement on the limited basis set forth in the CP Settlement Agreement; and it is further
'All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion. 12-01001-smb Doc 67 Filed 11/18/16 Entered 11/18/16 15:46:24 Main Document Pg3of3
ORDERED, that this Court shall retain jurisdiction over any and all disputes arising
under or otherwise relating to this Order.
Dated: New York, New York
November 18`h , 2016
/s/ STUART M. BERNSTEIN HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY NDGE
SUPERIOR COURT OF THE STATE OF CALIFORl~tIA COUNTY OF LOS ANGELES,CENTRAL DISTRICT
BOT'TLEBRUSH INVESTMENTS,L.P., a Case No. BC 407967 California limited partnership, Assigned for All Purposes to the Honorable Plaintiff, Elizabeth Allen White, Department 48
TI-~ LAMBETH COMPANY,a California limited partnership, et al., Defendants.
CONSOLIDATED WITH: Case No.: BC 408661 LEGHORN INVESTMENTS,LTD., a California limited partnership, [Related to Case Nos. BC 409548, BC 413821, BC 413820 BC 422257 and Plaintiff, BC 456932] v. BRIGHTON INVESTMENTS, LTD., a California limited partnership, et al, Defendants.
AND RELATED CROSS-ACTIONS
:~~r~~~r ,~" DOUGLAS HALL,as Co-Trustee ofthe Lead Case No. BC413820 VIVIAN H. HALL IRA and Derivatively on Consolidated with: BC413821 Behalf of CRESCENT SECURITIES, [Related to Case Nos. BC404557, BC404557; Plaintiff, BC407721, BC407967, BC408661, BC409658, BC422257 and BC422258] vs.
PAMELA CHRIS as executor ofthe estate of STANLEY CHRIS, et al. Defendants,
and
THE POPHAM COMPANY,
First Nominal Defendant,
and
MARLOMA SECURITIES,
Second Nominal Defendant.
AND
STEVEN HEIMOFF, as Trustee of the STEVEN HEIMOFF IRA and Derivatively on behalf of MARLOMA SECURITIES,
Plaintiff,
vs.
PAMELA CHRIS as executor ofthe estate of STANLEY CHRIS,et al,
Defendants,
and
THE POPHAM COMPANY,
First Nominal Defendant,
and
MARLOMA SECURITIES,
Second Nominal Defendant. DECLARATION OF PLAINTIFF DOUGLAS HALL IN SUPPORT OF APPLICATION FOR AWARD
I, DOUGLAS HALL,declare as follows:
1. I am the plaintiff in Hall a Chais, et al., Case No. BC413820, a derivative lawsuit which I brought as co-trustee for the Vivian Hall IRA on behalf ofthe Lambeth Company, a
California limited partnership, and Crescent Securities, a limited partnership formed for the sole purpose of investing in the Lambeth Company. I submit this declaration to describe my services in this derivative litigation on behalf of partners in the Lambeth Company and Crescent
Securities. I have personal knowledge of the matters set forth in this declaration, and, if called upon to do so, I could and would competently so testify.
2. I was an investor in the Jameson Securities branch of Mr. Stanely Chais's Madoff- related feeder funds and lost $3.5 million dollars; my family's entire savings.
I learned of the fraud the day after Madoff's confession, December 12, 2008, and the day before my mother's funeral. This was the first time I had ever heard Madoff's name.
4. After delivering my mother's eulogy, on December 13, 2008, before 250 attendees I requested that any clients of Mr. Stanley Chais attend a meeting in a private room.
Approximately 15 people attended the meeting and I informed them about Chais's involvement in the Madoff Ponzi schem. I asked them to supply me with their contact information and the contact information of any other investors they were aware of. I began to compile an emaillphone list which has continued to grow by referral.
5. A few days after my mother's funeral I visited Frank Mantovani in Los Angeles. :. Mr. Manotvani v~`1~~ had acted as the accountant for some of the Chais funds. Mantovani t a: supplied me with more client names and rather detailed information as to how Stanley Chais and he had been dealing with Madoff over the years. I had several phone calls with Mantovani over the next few weeks and kept careful notes of his revelations which I passed on to the FBI.
6. Later in December 2008, I concluded that the client group needed legal counsel and contacted awell-placed firm in the Bay Area and arranged for us as a group of about 12 representative clients to meet at their offices. At the meeting papers were signed for representation after which financial records were collected and organized by me for all parties and forwarded to the firm. After about 2 months the firm declined to continue with the representation and I began the search again, this time selecting Milberg LLP.
7. I have been involved with this lawsuit since its inception seven years ago. I have spent considerable time monitoring this lawsuit and keeping myself informed and I have been in constant contact with my attorneys, Barry Weprin, Esq., and Joshua Keller, Esq, of Milberg LLP, regarding this lawsuit.
8. In fulfillment of my responsibilities as a plaintiff on behalf of all members of the partnership, I pursued a favorable result in this lawsuit. Among other things, I:
(a) contacted attorneys Milberg LLP to complain about what I felt was a wrong done to me and other partners in connection with funds lost as a result of the Madoff Ponzi scheme;
(b) liaised with investors in the Chais-related entities by email, telephone, and in person, to keep them informed of the progress of the litigation;
(c) gathered and provided voluminous documents, including family and client records and acted as a conduit to Milberg for other investors;
(d) provided voluminous documentation for inspection in response to requests from my attorneys and from defendants;
(e) had frequent and lengthy discussions in person and by telephone and email with Barry Weprin, Esq., and Joshua Keller, Esq., of Milberg LLP;
(~ participated in the lawsuit and provided input into the prosecution of the claims;
(g) stayed fully informed regarding case developments and procedural status; (h) reviewed the major case documents provided by my counsel (including the complaint and various litigation documents before their submission to the court);
(i) met with attorneys to prepare to give testimony in a deposition to be taken by defendants' counsel;
(j) traveled to and from my home in Southern California to Oakland to meet with plaintiffs' attorneys and to give testimony in the deposition taken by defendants' counsel over 2 and a half days;
(k) read, corrected, and signed over 500-page transcript of my deposition;
(1) reviewed mediation papers and conferred with my counsel about settlement terms and resolution of the lawsuit; and
(m) contacted and liaised with the IRS regarding tax treatment for defrauded clients, engaging in several communications concerning securities loss and fraud and suggested a strategy to them which they later developed into the Safe Harbor memorandum.
9. I spent at least 500 hours in performing these duties. Specifically, I spent approximately:(a) 100 hours liaising with investors and initiating this lawsuit;(b) 50 hours reviewing the major case documents provided by my counsel (including the complaint and various litigation documents before their submission to the court) and staying fully informed regarding case developments and procedural status;(c) 100 hours liaising with investors in the
Chais-related entities by email, telephone, and in person, to keep them informed of the progress of the litigation;(d) 100 hours in discussions in person and by telephone and email with Barry
Weprin, Esq., and Joshua. Keller, Esq., of Milberg LLP;(e) 150 hours preparing for, travelling to, and sitting for my deposition, and reviewing the deposition transcript;(f) 30 hours reviewing mediation papers and conferred with my counsel about settlement terms and resolution ofthe lawsuit; and (g)50 hours liaising with the IRS regarding tax treatment for defrauded clients.
This is all time that I was not able to dedicate to my job.
10. In connection with this lawsuit, I incurred minor out-of-pocket expenditures, such as postage costs, telephone charges, and charges relating to travel to and from my deposition. I have not been reimbursed for any of these expenses. 11. Based on my business and employment experience, I value my time at no less than $100 per hour. The minimum of 500 hours I spent in connection with my representation of the partnerships would represent a cost of at least $50,000.
12. I believe strongly in the merits of this lawsuit, and if it had not settled, I was prepared to testify at trial and would have done so.
13. I believe that the settlement is a fair, reasonable, and adequate result for the partners and is the result of my effort as a plaintiff and the efforts of my attorneys. I was involved throughout the litigation and was kept abreast of all material discussions which led to the proposed settlement. On the basis of the efforts of counsel and the results achieved, I support the motion for final approval of the settlement and plaintiffs' counsel's application for an award of attorneys' fees and expenses.
14. In light of my efforts on behalf of the partnership and the success ofthe lawsuit in obtaining substantial benefits for the partners, I respectfully request that the Court approve the proposed settlement and award me $25,000 incentive payment for my efforts.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on of this `; day ~~ , ~,,~ ~, ~ 2017. i
Douglas all
1 SUPERIOR COURT OF THE STATE OF CALIFORNIA 2 COUNTY OF LOS ANGELES, CENTRAL DISTRICT
3 OTTLEBRUSH INVESTMENTS, L.P., Case No. BC 407967 California limited partnership, 4 Assigned for All Purposes to the Honorable Plaintiff, Elizabeth Allen White, Department 48 5 v. 6 HE LAMBETH COMPANY, a 7 alifornia limited partnership, et al., 8 Defendants. 9 ONSOLIDATED WITH: Case No.: BC 408661 10 EGHORN INVESTMENTS, LTD., a 11 alifornia limited partnership, [Related to Case Nos. BC 409548, BC 413821, BC 413820 BC 422257 and 12 Plaintiff, BC 456932] 13 v. 14 RIGHTON INVESTMENTS, LTD., a alifornia limited partnership, et al, 15 Defendants. 16
17 ND RELATED CROSS-ACTIONS 18 19 20 21 22 23 24 25 26 27 28 1 OUGLAS HALL,as Co-Trustee of the Lead Case No. BC413820 IVIAN H. HALL IRA and Derivatively on Consolidated with: BC413821 2 ehalf of CRESCENT SECURITIES, [Related to Case Nos. BC404557, BC404557; 3 Plaintiff, BC407721, BC407967, BC408661, BC409658, BC422257 and BC422258] 4 vs.
5 AMELA CHRIS as executor of the estate of TANLEY CHRIS, et al. 6 Defendants,
7 and
8 HE POPHAM COMPANY,
9 First Nominal Defendant,
10 and
11 ARLOMA SECURITIES,
12 Second Nominal Defendant.
13 AND 14 TEVEN HEIMOFF, as Trustee of the 15 TEVEN HEIMOFF IRA and Derivatively on ehalf of MARLOMA SECURITIES, 16 Plaintiff, 17 vs. 18 AMELA CHRIS as executor of the estate of 19 TANLEY CHRIS, et al,
20 Defendants,
21 and
22 HE POPHAM COMPANY,
23 First Nominal Defendant,
24 and
25 ARLOMA SECURITIES,
26 Second Nominal Defendant. 27
28
-2- 1 DECLARATION OF PLAINTIFF STEVEN HEIMOFF IN SUPPORT OF APPLICATION FOR AWARD 2
3 I, STEVEN HEIMOFF, declare as follows: 4 1. I am the plaintiff in Heimoff v. Chais, et al., Case No. BC413821, a derivative 5 lawsuit which I brought as trustee of the Steven HeimoffIRA on behalf of the Popham 6 Company, a California limited partnership, and Marloma Securities, a limited partnership formed 7 Popham Company. I have personal knowledge of the 8 for the sole purpose of investing in the 9 matters set forth in this declaration, and, if called upon to do so, I could and would competently
10 so testify. 11 2. I was an investor in the Marloma Securities branch of Mr. Stanely Chais's l2
13 Madoff-related feeder funds and lost approximately $650,000 dollars. 14 3. I learned of the fraud the day after Madoff's confession, December 12, 2008. 15 This was the first time I had ever heard Madoff's name. 16
17 4. I have been involved with this lawsuit since its inception seven years ago. I have 18 spent considerable time monitoring this lawsuit and keeping myself informed and I have been in 19 constant contact with my attorneys, Barry Weprin, Esq., and Joshua Keller, Esq, of Milberg LLP, ~,} ~~ regarding this lawsuit. ~~ 5. In fulfillment of my responsibilities as a plaintiff on behalf of all members of the ~; partnership, I pursued a favorable result in this lawsuit. Among other things, I: ~4 ~~ (a) contacted attorneys Milberg LLP to complain about what I felt was a wrong done lost a of the Madoff 26 to me and other partners in connection with funds as result Ponzi scheme; ~~ (b) liaised with investors in the Chais-related entities by email, telephone, and in ~~ person, to keep them informed of the progress of the litigation;
-3- 1 (c) gathered and provided voluminous documents, including family and client records and acted as a conduit to Milberg for other investors; 2 (d) provided voluminous documentation for inspection in response to requests from 3 my attorneys and from defendants; 4 (e) had frequent and lengthy discussions in person and by telephone and email with 5 Barry Weprin, Esq., and Joshua Keller, Esq., of Milberg LLP;
6 (~ participated in the lawsuit and provided input into the prosecution of the claims;
7 (g) stayed fully informed regarding case developments and procedural status;
8 (h) reviewed the major case documents provided by my counsel (including the complaint and various litigation documents before their submission to the court); 9 taken 10 (i) met with attorneys to prepare to give testimony in a deposition to be by defendants' counsel; 11 (j) traveled to and from my home to Oakland to meet with plaintiffs' attorneys and to 12 give testimony in the deposition taken by defendants' counsel;
13 (k) read, corrected, and signed over 250-page transcript of my deposition; and
14 (1) reviewed mediation papers and conferred with my counsel about settlement terms and resolution of the lawsuit. 15
16 6. I spent at least 500 hours in performing these duties. Specifically, I spent
17 approximately:(a) 100 hours liaising with investors and initiating this lawsuit;(b) 50 hours
18 reviewing the major case documents provided by my counsel (including the complaint and 19 various litigation documents before their submission to the court) and staying fully informed 20 regarding case developments and procedural status;(c) 100 hours liaising with investors in the 21 Chais-related entities by email, telephone, and in person, to keep them informed of the progress 22 of the litigation;(d) 100 hours in discussions in person and by telephone and email with Barry 23
24 Weprin, Esq., and Joshua Keller, Esq., of Milberg LLP;(e) 150 hours preparing for, travelling
25 to, and sitting for my deposition, and reviewing the deposition transcript; and(~ 30 hours
26 reviewing mediation papers and conferred with my counsel about settlement terms and reso 27' of the lawsuit. This is all time that I was not able to dedicate to my job. 28
'~ 1 7. In connection with this lawsuit, I incurred minor out-of-pocket expenditures, such
2 ~ as postage costs, telephone charges, and charges relating to travel to and from my deposition. I 3 have not been reimbursed for any of these expenses. 4
5 8. Based on my business and employment experience, I value my time at no less
6 ~ than $100 per hour. The minimum of 500 hours I spent in connection with my representation of 7 the partnerships would represent a cost of at least $50,000. 8
9 9. I believe strongly in the merits of this lawsuit, and if it had not settled, I was
10 prepared to testify at trial and would have done so. 11 10. I believe that the settlement is a fair, reasonable, and adequate result for the 12
13 partners and is the result of my effort as a plaintiff and the efforts of my attorneys. I was
14 involved throughout the litigation and was kept abreast of all material discussions which led to
15 the proposed settlement. On the basis of the efforts of counsel and the results achieved, I support 16 the motion for final approval of the settlement and plaintiffs' counsel's application for an award 17 of attorneys' fees and expenses. 18
19 11. In light of my efforts on behalf of the partnership and the success of the lawsuit in 20 obtaining substantial benefits for the partners, I respectfully request that the Court approve the 21 proposed settlement and award me a $25,000 incentive payment for my efforts. 22
23 I declare under penalty of perjury that the foregoing is true and correct. 24 Executed on this ;.,3 day of Jc~r; , , 2017. 25
26 Steven H. im 27
28
-5-
EIVED WEINTRAUB TOBIN CHEDIAK CO~&E~~ GRODIN LAW CORPORATION u~ 4~ CONF(JRM~Q COPY QRIC~Ih1~1~ ~'14,ED Marvin Gelfand(SBN 53586) NFU Z $ Superlpr ~~N~~ ~~ ~alifomia [email protected] 2016 Cqunty p14Q~ Angeles 10250 Constellation Blvd:, Suite 2900 Los Angeles, CA 90067 4 Telephone: (310) X58-7888 Fax: (310) 550-7191 Shern R Garter, ~xeGutive Officer rk 5 By Anthony Me, Deputy Attorneysfor Plaintiff'and Cross Defendant 6 Bottlebrush Investments, L.P. and Leghorn ~~ n L~;~., Investments, Ltd. 7 ~~~ MILBERG LLP SEEGER WEISS LLP 8 BARRY WEPRIN (pro hac vice) STEPHEN A. WEISS (pro hac vice) [email protected] [email protected] 9 One Pennsylvania Plaza, 50th Floor CHRISTOPHER M. VAN de KIEFT (pro hac vice) New York, NY 10119 [email protected] 10 Telephone:(212) 594-5300 One William Street Fax: (212) 868-1229 New York, NY 10004 11 Telephone: (212) 584-0700 MILBERG LLP Fax: (212) 584-0799 12 2850 Ocean Park Blvd. Suite 300 Santa Monica, CA 90405 13 Telephone:(213) 617-1200 Fax: (212) 868-1229 14 Attorneysfor Plaintiffs Douglas Hall and Steven Heimoff 15 SUPERIOR COURT OF T'H~ S'1A'I'E OF CALIFORNIA 16 COUNTY OF LOS ANGELES,CENTRAL DISTRICT 17
l8 BOTTLEBRUSH INVESTMENTS,L.P., CASE No. BC 407967 a California limited partnership, 19 Assigned for All Purposes to the Honorable Plaintiff, Elizabeth Allen White, Department 48 20 ►+~ Complaint Date: February 8, 2009 21 THE LAMBETH COMPANY,a [ ]ORDER GRANTING 22 California limited partnership, et al., PRELIMINARY APPROVAL OF DERIVATIVE SETTLEMENT, 23 Defendants. APPROVING FORM AND METHOD OF NOTICE AND SCHEDULING A 241 FINAL APPROVAL HEARING 25 LEGHORN INVESTMENTS,LTD., a CASE NO.: BC 408661 Caliiurnia limited partnership, 26 Plaintiff, [Related to Case Nos. BC 409658, BC 27 413821, BC 413820 BC 422257 and BC v. 456932] 28
{0006031 I.DOCX;} EJCHI►3!T~_ BRIGHTON INVESTMENTS,LTD., a California limited partnership, et al, Defendants. 3
4 AND RELATED CROSS-ACTIONS 5 DOUGLAS HALL, as Co-Trustee of the VNIAN H. HALL IR.A and Derivatively 6 on Behalf of CRESCENT SECURITIES, 7 Plaintiff, 8 v. 9 PAMELA CHRIS as executor of the estate of STANLEY CHRIS, et al: 10 Defendants, 11 and 12 THE POPHAM COMPANY, 13 First Nominal Defendant, 14 and 15 MARLOMA SECURITIES, 16 Second Nominal Defendant. 17 AND 18 STEVEN HEIMOFF, as Trustee of the 19 STEVEN HEIMOFF IRA and Derivatively on behalf of MARLOMA 20 SECURITIES, 21 Plaintiff, 22 v. 23 PAMELA CHRIS as executor of the estate of STANLEY CHRIS, et al, 24 Defendants, 25 and 26 THE POPHAM COMPANY, 27 First Nominal Defendant, 28 and
{00060311.DOCX;} 1 MARI.,~MA SECURITIES, 2 Second Nominal Defendant. 3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
14
21 i~
22
23
24
25
LO
2~
28
{00060311.DOCX;} 1 Pursuant to and in furtherance of Order dated October 31, 2016, a Status 2 .Conference was held on November 29, 2016 at 8:30 a.m. in Department 48 of the above 3 entitled Court for the purpose of determining the requisite form for the Notice of Pendency 4 and Proposed Settlement of Derivative Litigation ("Notice of Settlement") and to schedule 5 the Settlement Hearing and time limitations for filing of objections. Appearances were b made as stated on the record. Based upon the arguments made on the record, as well as the 7 complete record in these actions, GOOD CAUSE APPEARING, the Court orders as 8 follows:
9 1. For purposes of this Order, the "Settlement" means the settlement set forth in 10 the Settlement Agreement (California Private Actions), dated as of October 19, 2016 (the 11 "Settlement Agreement"} and first filed. with this Court on October 31, 2016. Capitalized 12 terms appearing herein without definition shall have the meanings attributed to them in the 13 Settlement Agreement.
14 2. The Court finds this Settlement falls within a range that could be granted 15 approval as fair, adequate, and reasonable. Accordingly, the Court grants preliminary 16 approval of the Settlement as a derivative settlement.
17 3. The proposed form of Notice of Settlement, attached to this Order as 18 E~ibit A, is approved.
19 4. Notice to Limited Partners shall be made by Plaintiffs (i) causing a copy of 20 the Notice of Settlement to be mailed to the Limited Partners by first-class mail, postage 21 prepaid, to the last known addresses of the Limited Partners, and to be mailed to the 22 partners of any partnership (in addition to the Sub-Partnerships) that was a limited partner 23 of the California Limited Partnerships, to the extent that such partners' identities and their 24 last known addresses are identified; (ii) issuing a press release containing a direct 25 hyperlink to the Notice of Settlement; and (iii) pmsting the Notice of Settlement and the 26 Settlement Agreement on Plaintiffs' counsel's websites. Plaintiffs' mailing obligations 27 shall be deemed fully satisfied under the Settlement Agreement when Plaintiffs have 28 {00060311.DOCX;} 1 ~I~t9F9~Eil~ ORDER GRANTING MOTION FOR PRELIMINARY APPROVAL OF DERIVATIVE SETTLEMENT, APPROVING FORM AND METHOD OF NOTICE AND SCHEDULING A FINAL APPROVAL HEARING 1 caused a copy of the Notice of Settlement to be mailed to the persons and entities for 2 whom last known addresses are included in the LP Contact Information (provided by 3 defendants pursuant to the settlement); Costs for mailing copies of the Notice of 4 Settlement, as set forth in clause (i) of Section 5 of the Settlement Agreement, and for 5 issuing a press release attaching the Notice of Settlement, as set forth in clause (ii) of 6 Section 5 of the Settlemen# Agreement, shall be borne by Plaintiffs. 7 5. The Notice of Settlement shall be inaiied to the Limited Partners no later 8 than December ~/,2016::
9 6. Plaintiffs' motions) for final approval of the S~lement, Attorneys' Fees E~moo, 30 7 10 and Expenses, and Incentive Awards shall be filed no later than er , 29-hF~ 11 ~~~y Arty objections or oppusiti~n to the Settlernenl must be filed on or before ~~ g 12 2017, and must be served on counsel as set forth in the Settlement Agreement, fF3R•~y ~ 13 to be received on or before Ka ty ,2017.
14 8. Plaintiffs shall file their response to any timely objections or opposition on or ~`~E~~t.~~ Z'Z 1S befofe~y , 2017.
16 9. A final approval hearing shall be held on ~d l, 2017 at 8:30 a.m. in Z7 Department 48 of this Court, located at 111 North Hill Street, Los Angeles, California, 18 90012.
19 10. At the final approval hearing the parties shall request that the Court grant an 20 order, substantially in the form annexed hereto as Exhibit B, as set forth in the Settlement 21 Agreement. 22 23 IT IS SO ORDERED
24 Dated: i i /z~ , 2016. Eliz~k~efih Allen White Hon. Elizabeth Allen White 25 Judge of the Superior Court 26 27 28 {000~o~ii.Docx;} 2 [RRBB]ORDER GRANTING MOTION FOR PRELIMINARY APPROVAL OF DERIVATIVE SETTLEMENT, APPROVING FORM AND METHOD OF NOTTCE AND SCHEDULING A FINAL APPROVAL HEARING ~~ ~~ EI~Il3TT 1
WEINTR.AUB TOBIN CHEDIAK COLEMAN GRODIN LAW CORPC?RATION 2 Marvin Gelfand(S3N 5358E) mgelfand @weintraub.com 3 102 0 constellation Blvd., Suite 29v0 Las Angeles, California 90067 4 Telephone: (310 858-7888 Fax: (310 550-7191 5 Attorneysfor Plaintiffajul Cross Defendant 6 Bottlebrush Investments, L.F. and Leghorn I Investments, Ltd. II MILBERG LLP SEEGER WEISS LLP S 2850 Ocean Park Blvd. Suite 300 STEPHEN A. WEISS (pro hac vice) Santa Monica, CA 90405 [email protected] 9 Telephone:(2l3) 617-1200 CHRISTOPHER M. VAN de KIEFT (pro hac vice) FaY: (2i2)868-1229 [email protected] 10 One William Street New York, NY 10004 11 Telephone; (212)584-0740 Fes: (212)584-0799 12 MILBERG LLP BARRY WEPRIN (pro hac vice) 13 [email protected] JOSHUA KELLER (pro hac vi~~) 14 [email protected] One Pennsylvania Plaza, 50th Floor 1 S NP.s~v Yerk.:~?Y ~ ~? 19 Telephone:(212) 594-5300 16 Fax: (212} 868-1229
17i~ [Additional Counsel on Signature Page]
18~! Attorneysfar Plaintiffs Douglas Hall and Steven Heimoff 19 SUPERIOR COURT OF THE STATE OF CALIFORNIA 20 COUNTY OF LOS ANGELES,CENTRAI. DISTRICT 2I OTTLEBRUSH INVESTMENTS,L.P., CASE No. BC 407467 22 r'alif~rn~? limited part:~r~ :i~, Assigned far AlI Purposes 23 to the Honorable Plaintiff, Elizabeth Allen White, Deparnnent 48 24 v. NOTICE 4F PROPOSED 25 LAMBETH COMPAl~~', a SETTLEMENT OF DERIVATNE ~rnia limited partnership, et al., ACTIONS ANI~ OF SF'~~I1E~N,'~ 261 HEARING llefendants. 27 CASE NO.: BC 408661 28
EX~6~B1T " " 1 EGHORN Il~VESTMENTS, LTD., a alifornia limited partnershi}~, [Related to 2 Case Nas. BC 409548, ~C 413821, BC 41382G BC 422257 and Plaintiff, BC 456932] 3 v. 4 RIGHTON INVESTMENTS, LTD., a 5 alifornia limited partnership, et al, ~ I! Defendants. 7 RELATED CROSS-ACTIONS 8
DOUGLAS HALL, as Co-Trustee ofthe ) Lead Case No. BC413820 10 VIVIAN H. HALL IRA and Derivatively on ) Consolidated with: BC4l 3821 Behalf of CRESCENT SECURITIES, 11 ) ) [Related to Case Nos. BC404557, BC404557 Plaintiff, 12 ) BC407721, BC407967, BC408661, BC4096` ) BC422257 and BC422258] vs. ) 13 ) PAMELA CHAIS as executor offhe estate of 14 ) STANLEY CHRIS, et al. ) Defendants, ) 15 ) and ) lb ) TIC POPHAM COMPANY, 17 ) First Nominal Defendant, 18 ) and ) 19 ) 20 MARLOMA SECURITIES, )
Second Nominal Defendant. ) f►•~1
221 ~N~ 23 ~1~V~;N FiCiMUrr, as Trustee oT the STEVEN 24 HEIMOFF IRA and Derivatively on behalf of MARLOMA SECURITIES, ZS Plaintiff, vs.
27 PAMELA CHRIS as executor of the estate of 28 STANLEY CHRIS, et al, 1 Defendants,
2 and
3 T:~E PQ~HAM ~D~ig'~NY,
4 First Nominal Defendant,
5 and
5 :bIARLOMA SECURITIES,
7 Second Nominal Defendant. 8
10
11
12
13
14
15~
16
17
18
19
21
22
23
h•I.7
26
27
28 NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF DERIVATIVE LI'I'IGA~'IQllT TO: ALL PARTNERS OF THE LAMBETH COMPANY; THE POPHAM CO1~L1'AN4'; A~Vll BRIGHTON IN~IESTMEI~TS (TIE "CALIFf~RNIA LII~II'~i'~D PARTNERSHIPS"j ACID ALL PARTNERS OF MARLOMA SECURITIES AND CRESCENT SECURITIES (TIC "SUB-PARTNERSHIPS"), AND ALL PARTNERS OF ANY PARTNERSHIP (IN ADDITION TO TI-iE SUB-PARTNERSHIPS) THAT WAS A LIMITED PARTNER OF TIC CALIFORNIA LIMITED PARTNERSHIPS. TffiS NOTICE RELATES TO A PROPOSED SETTLEMENT OF FOUR 71 DE~~iTIV~ ACTIONS BNB CLAI11gS ASSERTED THEREIN. LIlVIITED PARTNERS OF THE CALIFORNIA LIMITED PARTNERSHIPS, PARTNERS OF TAE SUB-PARTNERSHIPS, AND PARTNERS OF ANY PARTNERSHIP (IN ADDITION T4 THE SUB-PARTNERSHIl'S) THAT V4'AS A LIMITED PARTNER OF THE CALIFORNIA LIMITED PARTNERSHIPS ARE 10 ENTITLED OBJECT, TO IF THEY DESIRE, TO THE SETTLEMENT OF THE DERIVATIVE CLAIMS AS DESCRIBED HEREIN. IF THE COURT 11 APPROVES TFIE D~RIVATIV~ S'~T'~d~EMEN'~t', 310U ~IY.,~ ~~ I3AItItED FROM 12 CONTESTING THE FAIItNES5, REASONABLENESS OR ADEQUACY OF THE PRQPOSED SETTLEMENT, AND FROM PURSUING THE SETTLED 13 DERNATIVE CLAIMS.
ALL PARTNERSHII'S THAT WERE LIlVIITED PARTNERS OF ANY OF THE CALIFORNIA LIMITED PARTNERSHIPS ARE HEREBY REQUESTED 151 _r^~_r~c_q~%_d,~ Tn A ~CJ~'~' OF ~'ffi~ I`.'~i ~~~ "~"Jr in~t~it PP11~iT'N~RS AT q'HETR 16 LAST KNOWN ADDRESSES.
17 PLEASE READ THIS NOTICE CAREFULLY AND IN ITS EN'~~]RE'~'Y. YOUR RIGHTS WILL BE AFFECTED BY THIS LITIGATION' AND 18 SETTLEMENT.
1. T1ae purpose of this Notice is to inform you about: (i) the pendency of the abo~ captioned lawsuits 20 (the "Litigation" or "Plaintiffs' Actions"), which were brought derivati~~ely Plaintiffs Leghorn Investments, Ltd.("Leghorn") on behalf of Brighton Investments; Bottlebn 21 Investments, LP ("Battlebrush") on behalf ofthe Lambeth Company; Steven Heimoff as Trus of the Steven Heimoff IRA ("Heimof~') on behalf of both the Popham Company and Marlon 22 Seeur:±:~s, w li:ri~eu parti~Grship formed for the sole purpose of investing in the Poph~ Company; and Douglas 23 Hall as co-trustee fox the Vivian I~~?~ IRA ("~-Iall"} on t~~half of Lambeth Company and Crescent Securities,l a limited partnership formed for the sole purpose investing in the Lambeth Company ("Plaintiffs") in the Superiar Court of California, CounTy Las Angeles (the "Court"); (ii) a proposed settlement of Plaintiffs' Actions (the "Settlement 25', subject to Court approval, as provided in a Settlement Agreement (the "Agreement") that v 26
27 ' Marloma Securities and Crescent Securities are the "Sub-Par6~erships." 28 NOTICE QF PROPOSED SETTLEMENT - 1 - DERIVATIVE ACTIONS AND OF SETTLEMf
Case No. filed with the Court and is ava~able for review at ;and (iii) the hearing that the Court wi: hold on , 2016 to determine whether to apprave the Settlement ("Settlement Hearing") to consirizr Piair~tiffs' counsels'z application for an award of attorneys' fees and fo reimbursement of litigation expenses inczaa-ed an the prosecution 6~ Plaintiffs' Actions, any application for incentive awards for Y~ouglas Mall, Steven Heimoff, Pearl Gardner, President o Bottlebrush Financial, Inc., general partner of Bottlebrush, and Robert Glusman, general panne of Leghorn (the "Individual Plaintiffs")3 2. The Agreement was entered into as of October 19, 2016, by and among the following: ~a) Plaintiffs; (b) the Stanley Chaffs Deiendants;4 (c) the Chaffs Related Defendants;
g Z Milberg LLP is counsel to Hall and Heimoff and Weintraub Tobin Chediak Coleman Grodin, Inc. is counsel tc Bottlebrush and Leghorn. 9 3 All capitalized terms not otherwise defined in this I~'otice shall have the meaning provided in the Agreement. The Stanley Chaffs Defendants aze the Estate 10 4 of Stanley Chaffs; Pamela Chaffs; Appleby Productions Ltd.; the now• defunct defined contribution plan formerly known as Appleby Productions Ltd. Defined Contribution Plan; the now defunct money purchase plan formerly 11 known as Appleby Productions Ltd. Money Purchase Plan; the now-defunc~ profit shazing pIsn formerly known as Appleby Productions Ltd. Profit Sharing Plan; Chaffs Investments, Ltd.; Chaff: 1491 Family Trust(now consisting of the Swvivor's 12 Trust under Chaffs 1991 Family Trust dated September 4, 1991 and the Marital Trust under Chaffs 1991 Family Trust dated September 4, 1991); and Chaffs Family Foundation. 13 'The Chaffs Related Defendants aze Emily Chasalow; Mark Chaffs; William Chaffs; Michael Chasalow (who was dismissed as a defendant from the Plaintiffs' Actions but is included in the definition of Chaffs Related Defendants 14 foz definifional convenience); Miri Chaffs, referred to in the complaint in the Trustee's Action (defined below, in Paragraph 9) (the "Trustee Complaint") as Mirie Chaffs (who was dismissed as a defendant from the Plaintiffs' Actions but is included in the definition of 15 Chaffs Related Defendants for definirional convenience); Wrenn Chaffs; ~ :9°~ Trust for the children of Stanley and Pamela Chaffs; 1996 Trust for the Children of Stanley and Pamela Chaffs, refereed to in the Trustee Complaint as The 1996 16 Trust for the Children ofPamela Chaffs And Stanley Chaffs; BLMIS Account 1C1286, sued in the Trustee Complaint as The 1999 Trust for the Children of Stanley and Pamela Chaffs; 1 ~ 1999 Trust for the Grandchildren of Stanley and Pamela Chaffs; Emily Chaffs 1983 Trust; Emily Chaffs Trust No. 1, Emily Thais Trust No. 2, and Emily Chaffs Trust No. 3, referred to collectively in the Trustee Complaint as T'he 1 g Emily Chaffs Trust; Emily Chaffs Issue Trust No. 1 and Emily Chaffs Tssue Trust No. 2, referred to collectively in the Trustee Complaint as The Emily Chaffs Issue Trust; Mark Hugh Chaffs Trust No. 1, Mark Hugh Chaffs Trust No. 2, and Mark Hugh Chaffs Trust No. 3, referred to collectively 19 in the Trustee Complaint as The Mazk Hugh Chaffs Trust; Mark Hugh Chaffs Issue Trust No. 1 and Mazk Hugh Chaffs Issue Trust No. 2, referred to collectively in the Trustee 20 Complaint as The Mark Hugh Chaffs Issue Trust; Mark Hugh Chaffs 1983 Trust; William Frederick Chaffs Trust No: 1, William Frederick Chaffs Trust No. 2, and William Frederick Chaffs Trust No. 3, referred to collectively in the Trustee Complaint as The William Frederick Chaffs Trust; William Frederick 21 Chaffs Issue Trust No. 1 and William Frederick Chaffs Issue Trust No. 2, referred to collectively in the Trustee Complaint as The William F. Chaffs Issue Trust; William Frederick Chaffs 1983 Trust; The V4'illiam and Wrenn Chaffs 1994 Family Trust; Ari Chaffs 1999 22 Trust; Ari Chaffs Transferee Trust No.., referred ~o in the Trustee Compiaini as The Ari Chaffs Transferee #1 Trust; Benjamin Paul Chasalow 1999 Trust; Benjamin Paul Chasalow Transferee Trust No. 1, referred to in Ua~ Trustee 23 Complaint as The Benjamin Pau3 Chasalow Transferee #1 Trust; Chloe Prances Chaffs 1994 Trust, referred to in the Trustee Complaint as The Chloe Francis Chaffs 1994 Trust; Chloe Frances Chaffs Transferee Trust No. 1, referred to 24 in the Trustee Complaint as The Chloe Francis Chaffs Transferee #1 Trust; Jonathan Wolf Chaffs 1996 Trust, referred to in the Trustee Complaint as T'he Jonathan Wolf Chaffs Trust; Jonathan Chaffs Transferee Trust No. 1, referred to in 25 the Trustee Complaint as The Jonathan Chaffs Transferee #1 Trust; Justin Robert Chasalow 1999 Trust; Justin Robert Chasalow Transferee Trust No. 1, referred to in the Trustee Complaint as The Justin Robert Chasalow Transferee #1 2~ Trust; Madeline Celia Chaffs 149 Trust; Madeline Chaffs Transferee Trust No. 1, referred to in the Trustee Complaint as The Madeline Chaffs Transferee #i Trust; Rachel Allison Chasalow 1999 Trust; Rachel Allison 27 Chasalow Transferee Trust No. 1, referred io in the Trustee Complaint as The Rachel Allison Chasalow Transferee #1 Trust; Tali Chaffs 1997 Trust; Tali Chaffs Transferee Trust No. 1, referred to in the Trustee Complaint as The Tali 28 NOTICE OF PROPOSED SETTLEMENT OF 2 - DERIVATIVE ACTIONS AND OF SETTLEMENT
Case No. 1 (collectively, the "Parties'' or "Settling Parties'; and (d) subject to the express limitations me fully set forth in the Agreement, Irving H. Picard, in his capacity as tnzstee (the "'lYustee") and 2 t;~e securities Investor Protection Act of 1970 ("SIPA"), 15 U.S.C. §§ 78aaa et seq., as amende 3 for the liquidation of the business of Berrnard L. Madaf#'Investrient Seciu~iiies LLB ("B~L~IIS and the suiastantiveiy consolidated Chapter '~ estate of Bert~ar~ T.11Mxdoff ("Madoff"), subject 4 the approval ofthe Court6 3. The following description of the Litigation and Settlement does not constiri 5 findings of the Court. It is based on statements of the Plaintiffs andlor Defendants and show ~, not ~e un~Prst~od as an expr:.ssicn of any opinion of the +court as to the merits of any of t claims or defenses raised by any of the Parties. The Court has not yet approved the Settlement.
g 4. The purpose of this Notice is to explain the Litigation, the terms of the Settlement and how the Settlement affects your legal rights, as a partner of the California Limiter 9 Partnerships) and/or partner of the Sub-Partnerships) (collectively, the "Limited Partners" and/or partner of any partnership (in addition to 10 the Sub-Partnerships) that was a limited partne of the California Limited Partnerships. 11 5. In a derivative action, one or more people and/or entities why are current partner: of a partnership sue on behalf of and for the benefit of the partnership, seeking to enforce the 12 partnership's legal rights. 13 6. As described more fully below, you have the right to object to the Settlement, the application by Plaintiffs' counsel for an award of attorneys' fees 14 and reimbursement of expenses; and the application for incentive awards for the Individual Plaintiffs. You have the right to appear and be heard at the Settlement 15 Hearing, which will be held on . 2Q1F, at _:_ _.r:~., before the }~onora~le Elizabeth A. vJYiite, ai the Superior Court of California, 5th Floor, Stanley Mosk Courthouse, 111 North Hill Street, 16 Dept. 48, Los Angeles, CA 90012. At the Settlement Hearing, the Court will determine whether: ~~ a. The Settlement should be approved; 1 g b. Plaintiffs' Actions and all claims, including any counterclaims, asserted by or against any of the Settling Parties therewith, should be dismissed with prejudice as set 19 the Agreement; forth in
20 c. Plaintiffs' counsels' request for an award of attorneys' fees and reimbursement of expenses should be approved 21 by the Court; and
22 II _ __ 23 Chats Transferee #1 Trust; Unicycle Trading Company; Unicycle Corp., individually and as the 24 Unicycle Trading Company; General Partner of the now-defunct money purchase plan formerly known as Unicycle Corporation Purchase Plan; Onondaga, Inc., individually Money and as General Partner of Chats Investments Ltd.; the now-defunc~ 25 money purchase plan formerly known as The Onondaga, Inc. Money Pwchase Plan; the now-defunct defined benefit pension plan formerly known as The Onondaga, Inc. Defined Benefit Pension ~6 Plan; Chats Management, Inc.; individually and as General Partner of Thais Management ,t~.; Chats Management Holdings. Ltd.; and Chats Venture 27 6 Collectively, the Stanley Chats Defendants and the Chaffs Related Defendants are the "Defendants". 28 NOTICE OF PROPOSED SETTLEMENT OF 3 - DERIVATIVE ACTIONS AI~TD OF SETTLEMENT
Case No. d. Plaintiffs' counsels' request far an incentive award for the Plaintiffs should be approved by the Court.
3 7. yn 2d09, the Plaintiffs filed separate derivative actions agai,~s~ Chais,' anion others, seeking recovery of funds lost as a result of 11~fadoff Ponzi scheme, and alleging, anion 4 other things, breach of fiduciary duty, breach of contract, negligence, fraud, unjust enrichmel 5 and fraudulent conveyance. 8. In 2009, the California Attorney General (the "CRAG") filed suit against C!:ai ~ for alleged wrongful conduct arising from Chais's investments in the Madoff Ponzi scheme, Th ~ People of the State of California v. Chaffs, et al., Case No. BC422257 (the "CAA(J Action"' Like with the Plaintiffs' Actions, the CRAG Action seeks to recover from the Estate of Staple g Chaffs the fees Chaffs was paid by investors in the California Limited Partnerships and seeks frog Chaffs the full restitution of the principal investments made into the California Limite 9 Partnerships. Although the CRAG Action sought administrative relief unavailable in th Plaintiffs' Actions, unlike the Plaintiffs' 10 Actions, however, the CRAG Action does not seek t~ recover profits from the inveshnents in the California Limited Partnerships and the Sub Partnerships. Furthermore, the CRAG 11 Action names only a single specific defendant, the Estat of Stanley C1-iais. The Plaintiffs' fictions, on the other hand, name numerous individuals an 12 entities, in addition to the Chaffs Estate, such as the Chaffs Related Defendants. The Plaintiffs Actions, therefore, seek to recover assets due to Chais's alleged wrongful conduct from mor 13 individuals and enti#ies than the CRAG Action.. 9. T'he Trustee, 14 in 2009, prior to the filing of the Plaintiffs' Actions, in connecti with the BLMIS liquidation proceeding pending in the Bankruptcy Court for the South 15 Distri~; ~f ?~:ew York, f;;ed an action in ii~~ satn€ ~o~n ~gairst t7efendarts,lDicard v. ~Pan~ Chaffs, et al., Adv. Pro. No. 09-1172 (SMB), 16 (the "Trustee Action"} seeking to recover alleg fraudulent transfers to the Defendants. The Plaintiffs' Actions substantially overlap with i 1 ~ Trustee Action in both the claims and named defendants, but unlike the CRAG Action, sef recovery from the Chaffs Related Defendants. 1 g 10. The Defendants have denied the claims asserted against them, disclaim liability or damages, and deny that they 19 or Chaffs engaged in any wrongdoing or violation of 1. of any kind whatsoever. Accordingly, the Settlement may not be construed as an admission 2p the Defendants' or Chaffs' wrongdoing, nor construed or deemed to be evidence of or admission or concession on the part of any Defendant or with respect to Chaffs regarding 21 merits of any claim, nor of any infirmity in tl~ defenses that the Defendants or Chaffs have, could have, asserted in this Litigation. Likewise the Settlement shall in no event be construed ~~ ueemeci to oe evidence of ox an admission or concession on the part of any Plaintiffs infirmity of a 23 in the ~lairns that Plaintiffs have, o~ could hive, asserted. I1. Since Plaintiffs' Actions were filed in 2009, the parties to the Litigation ha 24 engaged in extensive discovery and motion practice before the Court. Collectively, the part produced many thousands 25 of pages of documents during the course of the Litigation. Zb Plaintiffs also filed amended complaints which, after Chaffs passed away, named, among other defendants, 27I Chaffs as executor of the Estate of Stanley Chaffs (the "Cbais Estate"). 28 NOTICE OF PROPOSED SETTLEMENT 4 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. 1 addition, Plaintiffs took and defended numerous depositions, including Chais's deposition tak ever the course of nine sessions in January, March, and Apri12010. Chaffs passed away in the f 2 of 2010. The Estate of Stanley Chaffs was thereafter substituted as a defendant in the Adversa 3 Proceeding, the Plaintiffs' Actions, the CAA Action, and the T;~stee Action. 12. During tk~e Litigation, certain ofthe Defendants, including all of the Chaffs Relat 4 Defendants, argued in demurrers filed with the Court, that certain claims brought by t 5 Plaintiffs should be dismissed because those claims are barred by the automatic stay imposed the United States Bankruptcy Code and belong to the Trustee. Plaintiffs opposed this azgume~ { Initially, the Court granted t:~e demurrers, rr~ith Leave to amend the complaints. Amend complaints were then filed, and additional demurrers were filed challenging the ~ complaints. amend g 13. On January 4, 2012, prior to the Court ruling on the demurrers to the amend complaints, the Trustee filed an adversary proceeding in the Bankruptcy Court for the Southe 9 District of New York against Plaintiffs and the CRAG, seeking to enjoin them from continui~ to litigate the actions they filed in 10 this Court, on the ground that the automatic stay applied to should be extended to both the Plaintiffs' Actions and the CRAG Action (the "Injuncti~ ~ 1 Adversary Proceeding"). In addition to fil~g the Injunctive Adversary Proceeding, the Trust filed an application with the Bankruptcy Court (the "Application") seeking an order to enfor~ 12 the automatic stay and immediately preclude both the Plaintiffs' Actions and the CRAG Actii from going forward. 13 14. Numerous briefs were filed in connection with the Trustee's Application, and 14 hearing was set for July 2Q12 for argument on the Trustee's Application. At that hearing, tl Bankruptcy Court, rather than rule on the Trustee's Application, referred the matter to mediatic 15 C~'in~P ~g;~~~~~, ~Q32, the T;aster, tie iA.~G, the Yiaintiffs, the Stanley Cl~~a;s Defendants and t: Chaffs Related Defendants engaged 16 in multiple mediation conferences and related mediati~ communications with the Hon. James L. Garrity, Jr., at that time retired from the United Stat ., Bankruptcy Court for the Southern District of New York, as mediator. 15. During and after these communications, the Plaintiffs engaged in discussions and 1 g negotiations regarding a resolution of Plaintiffs' Actions and the Trustee's Injunctive Adversary Proceeding against Plaintiffs. These 19 negotiations led to the Agreement, which will resolve al] claims made in connection with the Plaintiffs' Actions and the Trustee's Injunctive Adversary 20 Proceeding against Plaintiffs. The negotiations also resolved the Trustee Action (the "Trustee Agreement"), the CRAG Action, and the Trustee's Injunctive Adversary Proceeding against the 21 CRAG (the "CAA G Agreement").8 22 16. Pursuant to the Trustee Agreement, +he ~fan?Py Chaffs iViL'L~ants have agreed to tum over to the Trustee substantially all of their assets, and the Chaffs Related Defendants have 23 ags•eed~ to pay to the Trustee an amount equal to their two-year transfers from their BLMIS accounts, as determined by the Trustee.9 24
25
26 B The ~AAG Settlement Agreement can be obtained at www.weintraub.com and www.milberg.com. 27 9 The Trustee Agreement can be obtained at vvv~~~.v~~eintraub.com and www.milberg.com.
28 NOTICE OF PROPOSED SETTLEMENT OF - 5 - DERIVATIVE ACTIONS AND OF SETTLEMENT
Case No. 1 17. Pursuant to the CRAG Agreement, a fund will be created for compensating the investors in the California Limited Fartnerships,the Sub-Partnerships and/or any partnership (it 2 to the addirio~► Sub-Partnerships) that was a limited partner of the California Limite+ 3 Partnerships (the "Restituti~~ Fund"), in the amount of F~i~een Millio~i ,L)oJlars (~ 15,000,~00), t< be funded in part through concessions by the Trustee and in p~.rt by contributions by :,ertain o 4 the Defendants in consideration for, inter alia, (i) the termination of the CRAG Action, (ii resolution of all disputes between the Trustee and the Attorney General relating to the assets o 5 Stanley Chais and the Estate of Stanley Chais; and (iii) releases by Restitution Fund Claimant: 6 (as defined in the CRAG Agreement) in favor of the Defendants an~3 ~Prtain ~f their affiliates agents and other related parties. ~ 18. On the Bankruptcy Court entered an order approving anc authorizing the Trustee {to the extent necessary) to enter into the Agreement, Trustee Agreemen~ 8 and CRAG Agreement. 9 19. The Plaintiffs believe, based upon their investigation and discovery thus far, than the claims asserted in this Litigation have merit. 10 However, Plaintiffs and their counsel are mindful of the inherent problems of proof of, and possible defenses to, the allegations asserted ir. this Litigation, 11 and recognize and acknowledge the expense and length of continued proceeding: necessary to prosecute this Litigation through trial and through anticipated appeals. Plaintiff 12 and their counsel also have taken into aceou~rt the uncertain outcome and the risk of an~ litigation, especially in complex actions such as the derivative litigation of this type, as well as 13 the difficulties and delays inherent in such litigation. Under the circurristances, Plaintiffs and their counsel have concluded that the terms 14 and conditions of the Sefitlement Agreement are fair reasonable and adequate the to California Limited Partnerships and the Sub-Partnerships, and in ~ ~ their best interests, and have agreed to settle the claims raised in this L+_±ig?t±~n pursuant tc the ' Terms and provisions l~greement, of after considering (i) the substantial benefits that the 16 California Limited Partnerships and the Sub-Par~erships will receive from resolution of thi: Litigation on the terms set forth in the Agreement, including but not limited to releases by thf 1 ~ Trustee for any potential clavvback claims he may have against eer~~ain investors in the California Limited Partnerships and the Sub-Partnerships; {ii) the uncertainly that a trial on the merits coulc ~ g result in a judgment providing the California Limited Parknerships andlor the Sub-Partnership; With the same or substantially 19 the same benefits; (iii) the attendant risks and uncertainty of continued litigation; and (iv} the desirability of permitting the Settlement to be consummates 20 without delay as provided by the terms of the Agreement.
' 1111 i. Ai~.i/ 1 11~1'~l~SV.AJ+c' ♦T Li~J i ala~:i f~-v a. ~r+i~:Yal! 21 YL' 1._11J3J11i3J1a 1 1 20. The terms and conditions of the proposed Settlement are set forth in 1 Agreement. T'l~is Agreement 22 has peen filed Wi~.h ±he ~'~urt and is uls~ avai~atle f~i• viewing www.weintraub.com www.milberg.com. and The following is only a summary of the terms 2~ the Agreement. 24 21. The Restitution Fund will include Fifteen Million Dollars ($15,000,000) funs under the terms of the CRAG Agreement plus a3ditional funds contributed pursuant to t 25 Agreement in the Plaintiffs' Actions in the amount of Five Million, Two Hundred Thousa Dollars ($5,200,000) ("Settlement Proceeds") for a combined total of Twen~y Million T~ 2s Hundred Thousand Dollars ($20,200,000 ,less any amount, up to a maxi~rum of one Hundi .,~ Thousand Dollars ($100,000), awarded by the Court for an incentive award to Plaintiffs and 1~ 28 NOTICE OF PROPOSED SETTLEMENT - 6 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. any amounts, up to a maximum of Four Million Dollars ($4,000,000); awarded by the Court t Pl?intiffs' counsel fcr attorneys' fees and cons, as discussed below. 22. Disbursements from the Restitution Fund shall be made by Lhe CAAG i ~j~ accorda~ice wiih the LAACi Agreement. Those in~~~stoa~s in the Cala#'orn~a Limiter Partners~hip~, in the Sub-PartneP~hips and/or any partnership (in addition to the Sub Partnerships) that was a limited partner in the California Limited Partnerships seeking t recover monies from the Restitution Fend must submit a claim in accordance with the procedures established by the CRAG Agreement. b 23. Those claimants who incurred a "Net Loss" or a "Nominal Loss" in relation t. ~ his, her or its investments) will be eligible to recover from the Restitution Fund. "Net Loss means, with respect to a Resritution Fund Claimant, the amount by which the aggregate of al g investments made by such Restitution Fund Claimant to the California Limited Partnership Sub-Partnerships and/or any partnership (in addition to the Sub-Partnerships) that was a limite+ 9 partner of the California Limited Partnerships exceeds the aggregate amount of distribution received by such Restitution Fund Claimant on acmunt thereof. "Nominal Loss" means, witl 10 respect to a Restitution Fund Claimant, the sum ofsuch Restitution Fund Claimant's interests i~ the California 11 Limited Partnerships' account balaices with BLMIS as of December 11, 2008 'The actual amounts treat a Restitution Fund Claimant will actually receive will be determined v 12 accordance with CRAG Agreement. 24. 13 In addition, under the Agreement, Defendants and certain others included. withv ~e definition of Chais Releasees and Relevant Third Party Releasees will obtain injunctive relie in the 14 form set forth in Section 7(b) of the Agreement, and there will be a judicial dissolution winddown and termination of existence for all purposes of the California Limited Partnerships i~ 1$ accor~ane~ wit?: Californ:µ laay. 25. 16 In connection with the Court's approval of the Settlement, all claims asserted b~ or against any of the Plaintiffs, including claims against Defendants, each Affiliate thereof, wi] 17 be dismissed with prejudice. Additionaiiy, the Pl~~~tiff Grm~ap Il~de~nber~ wi11 rel~as~ Defendants and certain others included within the definition of Chaffs Releasees anc 18 Relevant Third Party Re[easees, covenant not to sue and be enjoined from pursuing an3 and all actions, 19 caries of action, and any other- right to obtain any type of damages or and other remedies of whatever kind, whether individual, class, derivative, representative 2p legal, equitable, or any other type or in any other capacity, and that in any way arise out o. or in connection with the California Limited Partnerships, the Sub-Partnerships, BLMIS, 2~ the Madoff Ponzi scheme and/ar any other matters involving Stanley Chaffs, subject tc certain narrow exceptions. The full scope of the releases and the 22 persons and entities who arf t1-ic subject ofine releases are set forth in the Agreement, which is available at www.milberg.con Z~J and www.weintraub.cnm,
26. As a result of the Bankruptcy Court approving the Trustee Agreement, no asset of the Chaffs Estate 25 are available to pay the claims in Plaintiffs' Actions. Claims against th remaining Defendants are much riskier than the claims against the Chaffs Estate. Thes 26 Defendants have lir,~ited assets, and any recovery in the Plaintii"~s' Actions could be render moot by the terms of the Trustee ~igreement, separately reached with Defendants. Under tha 27 agreement, al] assets of the Chaffs Estate go to the Trustee, and the Trustee can seek to obtain judgment in the Bankruptcy Court against the California Limited 28 Partnerships for withdrawal NOTICE OF PROPOSED SETTLEMENT - 7 - DERIVATIVE ACTTONS AND OF SETT'LE1v1F
Case No. 1 they made from BLMIS. Although the specific amount of the Trustee's claim is not yet full ascertained, it is anticipated that i# could be in excess of $100 million and potentially more tha 2 $1 billion. the Trustee can then assign that judgment to the Chais Related Defendants. If th~ ~ Plaintiffs then obtain a ju~~P~nt agaanst +he ~Cl~ais R~~ated Defendants, the specific amount o Plaintiffs' claim, which similarly could be in excess of $100 million, vaill potentially be offset b; 4 the Trustee's judgment assigned to the Chais Related Defendants. Tl~.e Trustee Agreement also provides that the Trustee will use his reasonable best efforts to obtain a permanent injunction i 5 favor of the Defendants enjoining the continued prosecution of any claims released by th+ s Trustee and any claim that is duplicative or deriv~ive of any such claim. T'~ai in~un~tion eoul~ significantly limit, if not preclude, much of the relief sought in the Litigation. 7 27. Even if the Trustee Action and/or the Trustee Agreement do not moot Plaintiffs ability to pursue Defendants, Plaintiffs will face other risks if there is no settlement. A 8 discussed above, Plaintiffs and Defendants have sharply diverging views of the factual and lega 9 merits of the case and the applicable legal standards. Under the applicable rules, the Cour would determine whether, in light of the legal standards that apply to the Defendants' conduct 10 there are material factual disputes that should be decided by a jury. Plaintiffs and their counse recognize that the Court could adopt the Defendants' view of the applicable legal standards o. 11 otherwise decide that the discovered facts are instafficient to imgose liability as a matter ~f law. 28. It 12 also is possible that the Court could agree with Plaintiffs and their respec counsel and the case could proceed to trial. In that case, if Plaintiffs prevailed in whole aY 13 the Defendants could be ordered to pay damages in an undetermined amount, which c~ exceed the amount agreed to in Settlement 14 the and the a~,ove-referenced offset. If, how Defendants prevailed at trial, theme would be no recovery or benefit. In addition, following a t 15 lengthy appeals by the losing party would be likely. 29. Additionally, the Trustee has claimed 16 that distributions paid by Madoff thrc Chais to the California Limited Partnerships, SIZb-Partnerships and individual investors du l ~ the two }'ear period immediately prior to the commencement of bankruptcy proceedings subject to a clawback proceeding icy the Trustee. T'he Trustee had advised that if the Plain 1 g pursue their actions, he will consider and most likely proceed with the clawback proceedi which would further limit any potential recovery Plaintiffs could obtain from the Litigation.
20 ~ ._~~, 30. Plaintiffs' counsel shall apply for an award of attorneys' fees and reimbursen 21 of expenses not to exceed Four Million Dollars ($4,OOO,000) and to be paid or caused to be ~ by Defendants exclusively out of the Settlement Proceeds. 22 31. In addition, Plaintiffs' counsel will apply to the Court for incentive awe 23 payable by Defendants exclusively out of fhe Seitlement troceeds, of up to ark aggre; m~imum amount One of Hundred Thousand Dollars ($100,000), and no more than Twenty- 24 Thousand Dollars ($25,000) to any one of the Individual Plaintiffs as compensation for t 25 efforts in prosecuting the Litigation and for their reasonable expenses. 32. Plaintiffs' counsel will file their papers in support of final approval of 26 Settlement, their application for attorneys' fees and reimbursement of expenses, end 1 application for an incentive award for Individual Plaintiffs by no later than T] 27 papers will be posted on Plaintiffs' counsels' respective websites www.weintraub.com 28 www.milber~.com. NOTTCE OF PROPOSED SETTLEMENT - 8 - DERIVATIVE ACTIONS AND OF SETTLEME
Case No. ~ 33. Although the Settlement is conditioned on Court approval, the Settlement is ~ 2 conditioned on the Court awarding Plaintiffs' counsels' attorneys' fees, reimbtarsement exp~;~ses or incentive awards for Individual Plaintiffs. ? ~ ~ ~1~ ~Ni~ ~?~E ~L'TAE ~ ~32'~'~ ` ~~..~ t~~1T AP ~~~T C~.~E' T: q - 9 34. You may, if you wish to do so, comment to the Court on the Settlement, 1 5 application for an award of attorneys' fees and reimbursement of expenses, and/or 1 ~ application for incentive awards for the Individual. Piaiz~ti_ffs. If you ~e not vvi~h to object person to the Settlement, the application for attorneys' fees and reimbursement of expen ~ and/or incentive awards for the Individual Plaintiffs, you do not need to attend the Settlem~ Hearing. You can object to the Settlement, the application for attorneys' fees and reimbursemi 8 of expenses, and/or the application for incentive for the Individual Plaintiffs without attending. g 35. Any Limited Partner and any partner in any partnership (in addition to the Sub Partnerships} that was a partner in the California Limited Partnerships may object to the 10 Settlement, Plaintiffs' counsels' request for an award of attorneys' fees and expenses, or the request for an incentive award for the Individual Plaintiffs. Objections i i must be in writing, and must include (i) the objector's game, address and telephone number, along wit11 a rzpresentation as to whether 12 the objector intends to appear at the Settlement Hearing; (ii) proof that the objector is a Limited Partner or a partner in any partnership (in addition to the Sub-Partnerships) that was a partner 13 in the California Limited Partnerships;(iii) proof that the person or entity submitting the objection has authority to submit the objection on behalf of the Limited Partner or the partner 14 in any partnership (in addition to the Sub-Partnerships) that was a partner in the California Limited Partnerships, if not submitted directly by the Limited Partner or the partner in am 15 p~~ership ~i~ addi~i~n to t~:P Saab-Pari~ershi~s) tl~at was 4 parineY in the iaiifornia Limitec partnerships; 16 (iv) a statement of the objections to any matters before the Court, the ground<. therefore or the reasons for the objector's desiring to appear and be heard, as well as all 1'7 documents or writings the objector desires the Court to consider; and (v} if the objector hay indicated that he, she or it intends to appear at the Settlement Hearing, the identities of any 1 g witnesses the objector may call to testify and any exhibits the objector intends to introduce into evidence at the Settlement Hearing. You must 19 file your objection with the Clerk's Office at the address set forth below on or before ,2016. You must also serve the papers (by 20 hand, first class mail, or e~:press service) on Plaintiffs' counsel and Defendants' counsel at the addresses set forth below so that the papers are received by such counsel on or before 2l , 2016. 36. 22 If you fail to object in the manner and within the time prescribed above yoz sha?~ be deemed to have waive your right to object (including the right to appeal) and shall forever be 2; barred, in this proceeding or in any other proc~eciing, from raising such objection(s). 24 37. The Settlement Hearing will be held on , 2016, at .m., before the Honorab3e Elizabeth A. White, at the Superior Court of California, 5th Floor, Stanley Mosk Courthouse, 111 25 North Hill Street, Dept. 48, Los Angeles, CA 90Q12. The Court reserves the right to approve the Settlement or the application for attorneys' fees and expenses at or after the 26 Settlement Hearing without further notice to an~ Limited Partner or any p~~tner in any partnership (in addition to the Sub-Partnerships} that was a partner in the California Limiter 27 Partnerships.
28 NOTICE OF PROPOSED SETTLEMENT OF - 9 - DERIVATIVE ACTIONS AND OF SETTLEMENT
Case No. .,;,.---
1 38. The Settlement Hearing may be adjourned by the Court without further writte notice to you. If you intend io attend the Settlement Hearing, you should confirm the date an ~ time with Plainriffs' counsel. 3 Clerk's Offee~ Pl~i~~effs' counsel ~ Si.Ti'EI2I0~ COiJItT OF CALIFORNIA Marvin Gelfand, Esq. COUNTY OF LOS ANGELES Weintraub Tobin Chediak Coleman Grodin, S Clerk ofthe Court Inc. Stanley Mosk Courthouse 10254 Constellation Bivd., Suite 2900 5 l 11 North Hill Street Los Angeles, California 90067 Los Angeles, CA 90012 ~ and
3 Barry Weprin, Esq. ~ Milberg LLP One Pennsylvania Plaza, 50th Floor New York, NY 10019
Milberg LLP 2850 Ocean Park Blvd. Suite 300 Santa Monica, CA 90405
Counsel for the Staple Chats Defendants Coeansel for the Chair Related Defendants '~ Dennis F. Dunne, Esq. Andrew H. Sherman, Esq. Michael L. Hirschfeld, Esq. Sills Cumrnis &Gross P.C. ~~ 1`,~itbar~lc, Tweed, HadlEy & i~IcCa~y Li,F ' one Riverfront Plaza 28 Liberty Street Newark, NJ 07102 New York, NY 10005 and and Steven 3. Katzman, Esq. Jerry L. Marks Biernert, Miller &Katzman 1S Milbank, Tweed, Hadley & McCloy LLP 903 Calle Amancer, Suite 350 2C 2029 Century Park East, 33rd Floor San Clemente, CA 92673 Los Angeles, CA 90067 21 Cx~~1 ~ S~~ T~ +GOU~'~' ~'~.~? ~,, +~~~~fl~~J ~ CQ~'~`A~'~ ~`I HAVE 22 h~#7~~lJ,~~Y~:~~ 39. This Notice contains only a summary of the terms of the A_grQement. Ivor 23 detailed information about the Litigation is available at either of Plaintiffs' couzisels' respectiv firm websites: www.weintraub.com and www.milberg.com, 24 including, among other documents the complaints, the Agreement, the Trustee Agreement and the CRAG Agreement. You or you 25 attorney may ermine the Court files for the Litigation (Heimoff v. Chaffs, et al., Case No BC413821; Hall v. Chaffs, et al., Case No. BC413820; . Bottlebrush Investments, LP ~. Th 26 Lambeth Company, et al., Case No. BC407967; L.eghort~ Irrvestments, ltd. v. Brighto Investments, et al., Case No. BC408661} during regular business hours at the Superior Court o 27 California, County of Los Angeles. Questions about the Settlement or about this Notice general 28 should be directed to: NOTICE OF PROPOSED SETTLEMENT d 10 - DERNATIVE ACTIONS AND OF SETTLEMEN HEARIN Case I~To. 1 Marvin Gelfand, Esq. Weintraub Tobin Chediak Coleman Grodin, Inc. 10250 Constellation Blvd., Suite 2900 z Los Angeles, California 9006? P:(310) 858-7888 4 F:(310} 550-7191 [email protected] 5
5 or
7 Barry A. Weprin, Esq. MILBERG LLP One Pennsylvania Plaza New York, NY 10119-0165 (800) 320-5081 [email protected] 10
11 MILBERG LLP 2850 Ocean Park Blvd. Suite 30~ 12 Santa Monica, CA 90405
13 Plaintiffs' counsel 14
15 DO N4T CALL OK WRITE THE COURT OR THE OFFICE t1F THE CLERK OF 16 COURT REGARDING THIS NOTICE.
17 Dated: 2016 18 By Order of tl~e Clerk ofthe Court 19 Superior Court of California County of Los Angeles 20 21 22 23
25
27 28 ~~ ~~ t• is
WEINTR.AUB TOBTN CHEDIAK COLEMAN CRODIN LAW CORPORATION Marvin ielfand (SBN 53586) [email protected] 3 1 f}250 Constellation Blvd., Suite 2900 ~,es Angeles, California 90057 4 Telephone: (310 858-?888 Fax: (310 550-7191 5 Attorneysfor Plaintiffand Cross Defendant 6 Bottlebrush Investments, L.P. and Leghorn Investments, Ltd. 7 MILBERG LLP SEEGER WEISS LLP 8 2850 Ocean Pazk Blvd. Suite 300 STEPHEN A. WEISS (pro hac vice) Santa Monica, CA 90405 [email protected] 9 Telephone: (213) 617-1200 CHRISTOPHER M. VAN de KIEFT (pro hac vice) Fes: (212) 868-1229 [email protected] 10 One William Street New York, NY 10004 Il Telephone: (212)5&4-O~QO Fax: (212) 584-0799 12 MIl'.,BERG LLP 13 BARRY WEPRIN (pro hac vice) [email protected] 14 JOSHUA KELLER (pro hac vice) [email protected] l5 OIi~ P~.I'iIIaylvan~a P~aza, 5.ih riGor New York, NY 10119 16 Telephone:(212) 594-5300 Fax: (212) 868-1229 17 [Additional Counsel on Signature Page] 18 Attorneysfor Plaintiffs Douglas Hall and Steven Heimoff 19
20 SUPERIOR COURT OF THE STATE OF CALIFORNIA 21 COUNTY OF LOS ANGELES, CENTRAL DISTRICT ~~ ~~BOTTLEBRUSH INVESTMENTS, L.P., CASE No. BC 407967 23 ~a California limited partnership, Assigned for All Purposes to 24~~ the Honorable Plaintiff, Elizabeth Allen White, Department 48 2511 v. PROPOSED]FINAL SETZ'LEMEN'~' 26 T,AIV~BETH COMPANY,a APPROVAL ORDER A~ ~~; aiitornia limited partnership, et al., JUDGMENT 27 Defendants. 28 CASE NO.: BC 408661 Di~s~~i]~i i i7~i a ~ / ._
2i EGHORN Ile~~STM~NTS, LTD., a Related to Case Nos. BC 449548, alifornia limited partnership, BC 413821, BC 413820 BC 422257 and 3 B~: 456932 Plaintiff, 4 v. 5 RIGHTON INVESTMENTS,LTD., a 6~ alifornia 1i~ited patinership, et al, 711 Defendants.
91~AI~TD RELATED CROSS-ACTIONS
10 DOUGLAS HALL,as Co-Trustee of the ) Lead Case No. 11 BC413820 ~tI~AN H. HALL IRA and Derivatively on ) Consolidated with: LC413821 Behalf of CRESCENT SECURITIES, ) 12 [Related to Case Nos. BC404557, BC404557 Plaintiff, ) BC407721, BC407967, 13 BC408661, BC40965 ) BC422257 and BC422258] vs. } 14 PAMELA CHRIS as executor of the estate of ) 15 cTglrr~v r~-r~r~,; ,t al. j Defendants, ) 16 ) and ) 17 TIC POPHAM COMPANY, ) 18 ) First Nomina] Defendant, ) 19 ) and ) 20 } NIARLOMA SECURITIES, ) 21 ) Second Nominal Defendant. } 22 )
23 A~ } 24 STEVEN HEIMOFF, as Trustee of the ) STEVEN HEIMOFF IR.A 25 and Derivatively on ~ behalf of MARLOMA SECURITIES, ~
`6 Plaintiff, ~ 2~ vs. ~ } 28 PAMELA CHRIS as executor ofthe estate of ) 1 STANLEY CHRIS, et al,
2 Defendants, ~a
4 T'HE POPHAM COMPANY,
51 First Nominal Defendant,
6 and
7 MARLOMA SECURITIES,
8 Second Nominal Defendant. 9
10
llll
f~►~I 13
l4
15
16
17
18
19
20
21
22'
23
24
25
26
27
28 0n ,2016, the Court entered an Order granting
z preliminary approval of the Parties' settlanent agreerrient dated October 19, 216(the "CA
Settlement Agreement") and the proposed form and method of providiz~~ a~oti~e of settlement
4 (the "Notice of Settlement") to the Limited Partnersl of the California Limited Partnerships
5 and Sub-Partnerships, and the partners of any partnership (in addition to the Sub-Partnerships)
tha~ was a limited partner ofthe Caiiiornia Lanited Parmerships, whose rights are affected by the above-captioned consolidated cases and the Settlement Agreement(the "California 8 Preliminary Approval Order''}. T'he California Preliminary Approval Order also set a date for 9 a final Settlement Hearing before the Court to determine whether the CA Settlement 10 Agreement should be approved as fair, reasonable, adequate and in the best interests ofthe 11 California Limited Partnerships and the Sub-Partnerships. On ,
12 2016, pursuant to California Rules of Court, rule 3.1382 and in accordance with the CA
13 Settlement Agreement, Plaintiffs filed a mcrtion for (i) final approval of the proposed
14 settlement ofthe California Private Actions (the "Final Approval Motion"),(ii) the judicial 15 dissolution, winddowr_ and ±~rminati~:~ of existene~ fcr ail ~u;i~~s~s ofthe California ±,im:ted
16 Partnerships in accordance with California law,and (iii) the dismissal with prejudice of the
17 California Private Actions. Contemporaneouslywith the Final Approval Iylo~ion, Plaintiffs 18 filed (i) a motion seeking an award of attorneys' fees and expenses to Plaintiffs' counsel (the
19 "Attorneys' Fees Motion"), and (ii) an application for incentive awards to Individual Plaintiffs
20 Douglas Hall, Steven Heimoff, Pearl Gardner,and Robert Glusman for their efforts in
21 prosecuting, and expenses incurred in connection with, the California Private Actions (the 22 "Incentive Award Apn1_?c?ti~r_";.
23I Upon consideration ofthe Final Approval iVlotion, the Attorneys' Fees Motion, and 24 the Incentive Award Application, and memoranda in support thereof[, the objections to the
25 CA Settlement Agreement submitted by ,] and the presentations 26
27 'Unless expressly defined in this Order and Final Judgment, all capitalized terms shall have the meanings assigned to them in the CA Settlennent Agreement and incorporated herein by reference. 28
I - [PROPOSED]FINAL SETTLEMENT APPROV ORDER AND FINAL NDGME Case No. 1 at the Settlement Hearing held before this Court on ,IT IS 2 HEREBY ORDERED, ADJT~~1~GEB, AND DECREED:
3 1. TY,~ Court hereby enters this OR~Et~ AN1~ FINAL JUDGMENT (tt~e "Ca?ifornia 4 Private Actions Approval Order") as set forth herein and pursuant to the terms and
5 conditions ofthe CA Settlement Agreement attached as Exhibit~ to the Final 5 Approval Iv~otion, which are incorporated by reference. 7 2. This Court has jurisdiction over the subject matter of the California Private Actions 8 and the Parties thereto. 9 3. For the reasons stated by the Court on the record at the Settlement ~3earing [AND/OR 10 set forth in the Memorandum Opinion and Order Granting the Final Approval Motion
11 issued on _~,the Final Approval Motion is GRANTED. 12 After considering, among other things,(i) the substantial discovery conducted by the 13 Plaintiffs' counsel, which allows Plaintiffs' counsel and the Court to act on an
14 informed basis, (ii) the difficult substantive issues presented by Plaintiffs' claims, 15 (ii;l the ~~emplex:+~~, likely ?cn~ ~urat;or., ~d su'ustar~i;a; risks associa?~~ wit~i the 16 prosecution of the Plaintiffs' claims to finality,(iv) the finite resources available for 17 settlement and the substantial competing claims o~ those resources asserted by other
18 persons, including the Securities Investor Protection Corporation and the Attorney
19 General ofthe State of California,(v) the protracted and hard-fought settlement
20 process initiated at the direction of the United States Bankruptcy Covet for the 21 Southern District of New York,(vi) the experience and ski11 of Plaintiffs' counsel in 2211 similar liti at~~r. a*:~ ~».~ t~hs absence of substantial ~ osition anion the i,imited 'i 23 Paftiiers or fne partners of any partnership (in addition to the Sub-Partnerships) that 24 was a limited partner ofthe California Limited Partnerships, the Court finds that the 25 CA Settlement Agreement is fair, reasonable, adequate, and in the best interests of li 26 Plaintiffs, the Ca3ifornia I,united ~'artnership~ and the Sub-Partnerships, and all direct
27 and indirect limited partners of the California Limited Partnerships, the Sub- 28
2 - [PROPOSED]FINAL SETTLEMEIr'T APPROVAL ORDER AND FINAL JUDGMENT Case No. 1 Partnerships, and any partnership (in addition to the Sub-Partnerships) that was a 2, limited par~ner ofthe Califonaia i.imited Partnerships.
3 4. .5i1 objections to the LA Settlement Agreement are overruled.
4 5. The Attorney Fees Motion and the Incentive Award Application are also GRANTED.
5 Plaintiffs' counsel shall be awan~ed $ for attorneys' fees and
6 reimbursement of litigation expenses incurred in the prosecution ofthe California
7 Private Actions. Individual Plaintiffs Douglas Hall, Steven Heimoff, Pearl Gardner,
8 and Robert Glusman shall be awarded incentive paynnents in the amount of$
9 per person as compensation for their efforts in prosecuting the California Private 10 Actions and for their reasonable expenses.
11 6. The California Private Actions and all clanns, including any co~~nterclaims, asserted
12 by or against any of the Settling Parties therein, are hereby dismissed with prejudice as 13 set forth in the CA Settlement Agreement.
14 7. For the reasons provided in the California Freliminary Approval Order, the Court finds
15 tha: the firm, content, and man,-~er of giving ~~otic~ ofthe ~.~. ~e~#iemen: ~4.greement
16 constituted the best notice practicable under the circumstances and constituted valid,
17 due, and sufficient notice to the Limited partners ar_d the partners of any partnership
1 S (in addition to the Sub-Partnerships) that was a limited partner ofthe California
19 Limited Partnerships. The Notice of Settlement fully complied with the requirements
20 of California Code of Civil Procedure section 382, California Rules of Court, rule
21 3.1385, the United States and California Constitutions, and any other applicable law.
22 R. Tl:e ~aliforniµ i:rlited Dar~ners;iYs sha;i be judicially riissoived and terminated of
23 existence for all purposes in accordance with California law without any further act or
24 conduct by any party including, without limitation, the filing of a State of California
25 Secretary of State Limited Partnership Certificate of Cancellation. [OR: Pursuant to
26 Section 3(c) of the CA Settlement Agreement, Jeffrey I. Golden, Est. of Lobel ~Ieiland
27 Golden Friedman LLP is hereby designated as the person authorized to v~~rap up the
28 affairs of each of the California Limited Partnerships (the "Designee"). In connection - 3 - [PROPOSED]FINAL SETTLEMENT APPROVAL ORDER AND FINAL NDGMENT Case No. 1 therewith, the Designee is directed to file immediately with the Secretary of State of tr
2~ State of California (the "Secretary"), fcr each of she California Limited Partnership,
3 rorim ~g-2 ("Amendment to Certificate of Limited Partnership") indicating Designee'
4 appointment as such in Item 7(b) of the Po~mm LP-2. Promptly after the filing of Forr
S LP-2 for each of the California Limited Partnerships, the Designee is further directed t
5 file for each of the California Limited Partnerships a ~^orm LP-4/7 ("Limited Partnershi
7 Certificate of Cancellation"). The Court further fords that the filing of the Forms LP-4/
8 is proper under California law and that (i} each of the California Limited Partnerships ha
9 no assets or other property to distribute, and (ii) with the settlement of the Adversar
10 Proceeding2 and the California Private Actions; and the dismissal in connection therewit
11 of the counterclaims asserted by the California Limited Partnerships, each of th
12 California Limited Partnerships will not be a party to any known civil, criminal o
13 administrative action or proceeding, and the California Limited Partnerships will have n
14 known debts or obligations. The Designee shall be paid a retainer fee of Twenty-Five
15 'i_'1?ousand TJellars (w25,~0~~ for w;~dda-:an ser~~ces provided ender t~~e i:A Settlemen
16 Agreement. in connection with performing the winddown services, the Designee shal
17 not be liable to the Parties or the Trustee, or any party assPrt~ng a claim on behalf of an;
18 of the Parties or the Trustee, except for direct damages that are a direct result of th
19 Designee's gross negligence, bad faith, self-dealing or intentional misconduct. Thy
20 Designee's aggregate liability, whether in tort, contract, or othervvise, shall be limited t~ 21 the total amount of fees paid to the Designee.] 22 9, Any pPr~~n ~r ~nt;t,~ in p:,;s~ssz:,~~ ~f ~►y boaks or records of the California Limited 23 Partnerships is required to maintain all of'such books and/ar records until the earlier tc
24 occur of(x) the date on which the process that is contemplated and to be administered 25
26 2 The Adversary Proceeding is a proceeding commenced by the BanlQuptcy Trustee against the Stanley Chaffs 27 Defendants and the Chaffs Related Defendants in the United States Bankruptcy Court for the Southern DisKrict of New York under the caption Picard v. Stanley Chaffs, e~ al., Adv. Pro. No. 09-01172(SMB}. 28
- 4 - [PROPOSED]FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT Case No. 1 under the terms of the AG Settl~nent Agreement, through which the investors in tb 2 California Limited Partnerships are to be compensated, is complete, and (y) tt~e dat 3 ivhi~cl~ is two years after entry of this Order, after which atay person or entiTy then i 4 possession of such books and/or records may maintain or destroy any or all of such book 5 and/or records in their sole and absolute discretion without any liability to any third part 6 arisiflg fro:ri their exercise of such discretion. Notwithstanding the foregoing provision 7 of this Paragraph 9, any of the Defendants and any of their respective attorney; 8 accountants, agents and representatives who has effected a Records Turnover shall b 9 excused thereafter from any obligation to maintain any books andlor records or search fc 10 any infornnation of or in any way relating to the California Limited Partnerships and sha; 11 have no liability to any third party in connection therewith. 12 10. Upon the occurrence of the California Private Actions Settlement Effective Date (thy 13 "CPAS Effective Date"), as defined in Section 2 of the CA Settlement Agreement 14 consistent with the provisions of the CA Settlement Agreement governing the timing fc 15 per_f~,rm~nce, the ~a.~ies are ~~:eeted t~ ~erforr,- t, eir resp~~tive ~b~igations under the ~~ 16 Settlement Agreement, in accordance with its terms (including, but not limited to, the 17 provisions governing monetary payments in Section 4 of tl~e ~A Settlement Agreement 18 and consistent with all additional parameters set forth in this California Private Action: 19 Approval Order and any other subsequent orders of the Court. 20 11. The Court fords that the scope ofthe release provisions set forth in Sections 7, 8, and 9 of 21 the Settlement Agreeirzent is valid and appropriate under the terms of the CA Settlement 22 Agreement. Accordirg?3',',:Y~r. she CPns Ef~ct;Y~ Daie, the riainiiiis, on behalf of all 23 Plaintiff Group i~[embers, the Defendants, and the Trustee shall be deemed to have fully, 24 finally, and forever released, relinquished, and discharged the Released Claims against 25 the Released Parties, as these terms are defined in the CA Settlement Agreement and or 2~ the conditions set forth in the CA Settlement Agreement. 27 12. As of the CPAS Effective Date, the Plaintiff Group Members (as defined in Section 7(a) 28 of the Settlement Agreement) are hereby pernnanently stayed, restrained and enjoinec - 5 - [PROPOSED]FINAL SETTLEMENT APPROVAL ORDER A1~'D FINAL JUI?GMENT Case No. 1 from taking, any of the following actions at law or in equity in connection with 2 Plaintiffs Released Claims, whe+'per di.ectiy, ~erivat~vely or in any other manner: 3 ~~mmenci~g, conducting or continuing in any manner any action or proceeding of 4 kind (including any action or proceeding in a judicial, arbitral, administrative or of 5 forum, whether domestic or foreign) against any Chaffs Releasee or any Relevant Th 6 Darty Releasee, any direct or indirect successor in interest to any Chaffs Releasee or a 7 Relevant Third Party Releasee, or any immediate or mediate, direct or indirect transfe. 8 of any Chaffs Releasee or any Relevant Third Party Releasee, or against the property 9 any of the foregoing; (ii) enforcing, levying, attaching (including prejudgm~ 10 attachment), collecting or otherwise recovering, by any manner or means, any judgme 11 award or decree against any Chaffs Releasee or any Relevant Third Pariy Releasee, a 12 direct or indirect successor in interest to any Chaffs Releasee or any Relevant Third Pa I3 Releasee, or any immediate or mediate, dffect or indirect transferee of any Ch 14 Releasee or any Relevant Third Party Releasee, or against the property of any of ~ 15 foregoing; (iii; vre~ting, p::fecting :.r at~erwis~ eri~orcing in ~.ny manner, ~ire~t.y 16 indirectly, any lien against any Chaffs Releasee or any Relevant Third Party Releasee, a 17 direct or indirect successor in interest to any Chaffs Rele~see or any Relevant Third Pa 18 Releasee, or any immediate or mediate, direct or indirect transferee of any Chan 19 Releasee, or against the property of any of the foregoing; or (iv) asserting any setoff 20 right of subrogation or recoupment of any kind, directly or indirectly, against any Chan 21 Releasee or any Relevant Third Party Releasee, any direct or indirect successor in interes~ 22 to any Chaffs ReleasPe or ~^;~ Rel~aant 'I'~i;u ~ar~y Releasee, or any immediate o~ 23 mediae, direct or indirect transferee of any Chaffs Releasee or any Relevant Third Party] 24 Releasee. The Plaintiffs' Released Claims do not include any clavn by the Plaintif 25 Group Members: (i) filed with the "MadoffVictim Fund" being administered by Richard 26 ~. Breeden pursuant to his appointment as Special Master for the U.S. Depafinent ~! 27 Justice, or (ii) to enforce the rights of the Plaintiff Group Members under the terms of the 28 Restitution Fund. Notwithstanding that the provisions in this paragraph 10 shalt not be 6 - [PROPOSED]FINAL SETTLEMENT APPROVAL ORDER AI~'D FINAL NDGMENT Case No. 1 effective until the CPAS Effective Date, the Plaintiff Group Members shall take no actin! 2 whatsoever on or after the Execution Date ±hat would b~ a violation of phis paragraph l~ 3 and car~espondi~g Subsection 7(b} o~.the Settlement l~greement if it w~r~ to occur af#e 4 the CPAS Effective Date, unless an event resulting in a Rejection Date (as that term i 5 defined in the Settlement Agreement) occurs. 6 13, A copy of this California Private Actions Approval Order shall be posted on Plaintiffs 7 counsels' respective firm websites: www.weintraub.com and www.milberg.com within 8 business days of the service of this Order and Final Judgment and shall remain poster 9 there for a period of at least 180 days after the CPAS Effective Date. 10 14. Except to the extent the United States Bankruptcy Court for the Southern District of Nev 11 York (the "Bankruptcy Court") cannot or declines to retain jurisdiction, the Ban_kru 12 Court shall retain and have non-exclusive jurisdiction over any action to enforce the 13 Settlement Agreement, or any provision thereof. In the event the Bankruptcy C 14 cannot or declines to retain or exercise jurisdiction, no Party or Limited Party shall b~ I S I 111St1h1tQ nrosecutP 1 ~ r er ma:::t31:2 3.n~ 8.rtt~JI1 ~3: ~f:,iCe, ,ii~uii ', ~ ieI1TI1TYat~s VOi~~ ~r irtei 16f~ the CA Settlement Agreement, or any provision thereof, in any court other than 17 Court. In any action commenced in another court by a third party to e:~force, modify 18 terminate; void or interpret the CA Settlement Agreement, the Parties and Limited Part; i9 shall seek to stay such action and transfer the action first to the Bankruptcy Court 20 provided, however, in the event the Bankruptcy Court cannot or declines to retain o: 21 exercise jurisdiction, the Parties and the Limited Party shall seek transfer to this Court. 22 IT IS SO OR~ERE.n Awn an~r,JnGEn. 23
24 Dated:
25 Hon. Elizabeth A. Vi~hite
27
281
7 - [PROPOSED]FINAL SETTLEMENT APPROV ORDER AND FINAL NDGME Case No.
i SUPERIOR COURT OF THE STATE OF CALIFORNIA,
COt3NTY OF LOS ANGELES, CENTRAI~ DISTRICT
3
4 BOTTLEBRUSI-I INVESTMENTS, LP, A Cufifornia limited partnership, Plaintiff 5 CASE NO. BC 407967 v. Assigned for Atl Purposes to the 6 THE 1,AMBETH COMPANY, n California limited Honorable Elizabeth Allen White, partnership, ct al., Defendants, Department 48 7 CONSOLIDATED WITH: 8 LEGHORN MVESTMEN75, LTD., n California limited 9 partnership, Plainti[~' v. Case No.: BC 408661 10 6ftIGHTON INVESTMENTS, LTD., n California limited [Related to Cass Nos. BC 409548, pnrinership et a!, Defendants BC 413821, BC 413820 BC 422257 and I1 BC 456932] AND RELATED CROSS-ACTIQNS 12 pOUGLAS HALL, as Co-Trustee of the V1VAN FI. HALL 13 IRA and Derivatively on Behalf of CRESCENT SECURITIES, Plnintifl: 14 vs. PAMELA CWAIS us executor of the estAte of STANLEY Lead Case No. BC413820 15 CHAIS, et ul. Defendants, Consolidated with: BC413821 16 and [Related to Case Nos. $C 404557, 17 BC404557; BC40772I, BC 407967, THE POPHAM COMPANY, First NominAl Defendant, and BC408661, BC409658, BC422257, and l8 MARLOMA SECURITIES, BC422258] Second Nominal Dcfend~nt. 19 AND 20
21 STEVEN HEIMOFF, ~s Trustee of the S7~FVBN HEIMOFF IRA and Derivatively on behalf of MARLOMA ~~ SECUItI'CIES, Plaintiff vs. 23 PAMELA CHAIS us executor oC the estate of STANLEY CHAIS, et al, Defendants 24 and 25 The POPHAM COMPANY, First Nominal Defendant 26 and MARLOMA SECURITIES, Second Nominal Defendant '7'7
~g DECLARATION OF CHRISTOPHER J. AMON RE: MAILING OF NOTICE AND ISSUING OF PRESS RELEASE
declares and states as follows: 3 CHRISTOPHER J. AMON
4 l. I am a Project Manager at Analytics Consulting LLC ("AnaIytics"} with offices
5 18675 Lake Drive East, Chanhassen, Minnesota. The following statements are based on 6 personal knowledge and information provided by other Analytics employees working under 7 supervision, and if called onto do so, I could and would testify compe#entIy thereto. 8 in order to provide the Court and the parties in the 9 Z. I submit this Declaration l0 captioned litigation {the "Litigation") with information regarding mailing the Court
Notice of Pendency and Proposed Settlement of Derivative Litigation (the "Notice") and i2 issuing a press release. 13 MAILING OF THE NOTICE Z4 3. The Court's November 29, 2016 Order Granting Preliminary Approval IS l6 Derivative Settlement, Approving Form and Method of Notice and Scheduling a Final
17 Hearing directed that the Notice be mailed to the Limited Partners no later than December 21, t8 2016. Analytics was retained by Plaintiffs' Counsel to disseminate the Notice 19 4. Toward that end, Plaintiffs' Counsel forwarded to Analytics the LP 20 Information received from counsel For the Stanley Chais Defendants under section 6(c) of 21 ~~ Settlement Agreement for all California Limited Partners and for certain Sub-Partners.2
23
24 ~ "Limited Partners" are partners of the Lambeth Company, the Popham Company, and Brighton Investments (the "California Limited Partnerships") and all partners of Marloma Securities and Crescent 25 Securities (the "Sub-Partnerships"). "Partners" are the Limited Aartners and partners of any partnership (ir. addition to the Sub-Partnerships) that was a limited partner of the California Limited Aartnerships. 26 z Section 6(c) of the Settlement Agreement provides: "The Stanley Chais Defendants shall take reasonable steps to provide Plaintiffs' counsel the names and last known addresses of persons and entities listed a~ 27 limited partners of the California Limited Partnerships as reflected on the California Limited Partnership ?g records reasonably available to die Stanley Chats Defendants("LP Contact Information"}. Ifsuch LP Contact
2 Plaintiffs' Counsel also received from counsel for the Stanley Chais Defendants and fo
to Analytics copies of document preservation letters sent by the Trustee to Iimited partners 3 sub-partners in May and June of 2012. In addition to the information received from counsel 4 the Stanley Chais Defendants, Plaintiffs' Counsel sent to Analytics any names and addresses 5
b Plaintiffs' Counsel had for their clients and any other persons who had contacted them about
7 Litigation. When Analytics had the same name with multiple addresses, we erred on the side o 8 caution and mailed to all the addresses. From all this information, Analytics assembled a total o 9 four hundred forty (440) rows of names and addresses. Analytics ran these records through the l0 U.S. Postal Service's National Change of Address database. 11
12 5. On or about December 14, 2015, Analytics Ioaded this data into a database
13 for the Litigation. t~ 6. Analytics thereafter formatted the Notice, and caused it to be printed, personali IS with the name and address of each addressee, posted for first-class mail, postage pre-paid, I6 delivered to the United States Post Office in Chanhassen, Minnesota on December 21, 2016 t7 is mailing to the persons identifed on the mailing list.
I9 7. Four hundred forty (440) copies of the Notice were mailed on December 2l, 2016. 20 A copy of the Notice is attached hereto as Exhibit A. ?~ 8. Subsequent to mailing, the United States Post Office will return mail ma ~~ undeliverable as addressed. To date, three (3) Notices have been returned with updated addre 23
24 Information also contains names and/or addresses of persons and entities listed as partners of the Sub 25 Partnerships, that information also will be provided to Plaintiffs' counsel." 26 Under paragraph 4 of the Court's November 29, 2016 Order, "Plaintiffs' mailing obligations shall be ?7 deemed fully satisfied under the Settlement Agreement when Plaintiffs have caused a copy of the Notice of Settlement to be mailed to the persons and entities for whom last knotivn addresses are included in the ~g LP Contact Information (provided by Defendants pursuank to the Settlement)."
3 These Notices were promptly re-addressed and posted for mailing. In addition, to date, forty-ni
(49) Notices were returned undeliverable as addressed, but without any updated addresses. Afi 3 running an advanced address search through Experian, Analytics received fourteen (14) updat 4 addresses. These Notices were promptly re-addressed and posted for mailing. Analytics al 5
b received one (1) address update from a partner.
7 9. Whenever Plaintiffs' Counsel notifies Analytics of additional names or correct s addresses, we are updating the list and sending out a copy of the Notice. As a result, we havE 9 mailed to four (4} new persons who were not on the December 21, 2016 mailing list. to ISSUING OF A PRESS RELEASE II
12 I0. The Court's November 29, 2016 Order also directed that Plaintiffs issue a press
13 release linking to the Notice. Accordingly, a press release was transmitted over PR Netivswire
14 US 1 (national) distribution on December 28, 2016. A copy of the press release and confirmati IS of release aver PR Netivstivire are attached hereto as Exhibit B. I6 I declare under penalty of perjury under the Laws of the United States of America that 17 is foregoing is true and correct.
19 Date: January 19, 2017
20
2l - , ,Lw Christopher J. Amon 22 ~''
23
24
25 ~
~6 I~
?7
?g
a EXHIBIT A TO AMON DECLARATION EXHIBIT A SUPERIOR COURT OF THE STATE OF CALIFORNIA, COUN'T'Y Of LpS ANGELES,CENTRAL DISTRICT
BOTTLEBRUSI-i lNVESTMGNTS, L.P., a California limited partnership, Plainti~T; Case No. BC 407967 v. Assigned for All Purposes to the Honorable THE LAivf$ETH COMPANY,a California (invited partnership, Eli7~beth AUcn White, Department 48 et al., Defendants.
CONSOLIDATED WITH: LEGHORN INVESTMENTS, LTD., a California limited partnership, Case No.: SC 408661 Plaintiff, [Related to Case Nos. BC 409548, v. BC 413821, BC 413820 BC 422257 and BRIGHTpN INVESTMENTS, LTD., a California limited partnership, et al, BC 456932] pefendants.
AND RELATED CROSS-ACTfONS
DOUGLAS HALL,as Co-Trostee of the VIVIAN H. HAL[,IRA and Derivatively on Behalf of CRESCENT SECURITIES, Plaintiff, vs. PAMELA CHA15 as executor of the estate of STANLEY CHA1S, et al. Lead Case No. BC41382Q Defendants, Consolidated with: BC4t3821 and [Related to Case Nos. BC404557, BC4045S7; BC407721, BC407967, BC~10$661, THE POPHAM COMPANY, BC~309658, $C422257 and BC~4222~8] First Nominal Defendant, and MARLOMA SSCURITfES, Second Nominal Defendant.
ANp
STEVEN HEIMOFF, as Trustee of the STEVEN HE[MOI=F ERA and Derivatively on behalf of MARLOMA SECURITIES, Plaintiff, vs. PAMELA CHATS as executor of the estate of STANLEY CHATS,et al, Defendants, and THE PQPHAM COMPANY, First Nominal Defendant, and MARLOMA SECURiTlES, Second Nominal Defendant. 1V4TICE OF PENDENCY AND PROPOSED SETTLEMF,NT OF DERIVATIVE LITTGATIQN
TO: ALL PARTNERS OFTHE LAMBETH COMPANY;TI-~E POPHAM COMPANY;AND BRIGHTON INVESTMENTS(THE "CALIFORNIA LIMITED PARTNERSHIPS") AND ALL PARTNERS OF MARLOMA SECURITIES AND CIZ~SCENT SECURITIES (THE "SUB-PARTTIERSHIPS"), AND ALL PARTNERS OF ANY PARTNERSHIP (IN ADDITIClN TO THE SUB-PARTTIERSFIIPS)THAT WAS A LIMITED PARTNER OF THE CALIFORNIA LIMITED PARTNERSHIPS. THIS 1~10TICE RELATES TO A PROPOSED SETTL~M~NT OF FOUR DERIVATIVE ACTIONS AND CLAIMS ASSERTED THEREIN. LIMITED PARTNERS OFTHE CALIFORNIA LIMITED PARTNERSHIPS,PARTNERS OF THE SU&PARTNERSHIPS, AND AARTNERS OF ANY PARTNERSHIP (IN ADDITIOP! TO THE SUB- PARTNERSHIPS) THAT WAS A LIMITED PARTNER OF THE CALIFORNIA L1MIT~D PARTNERSHIPS ARE ENTITLED TO OBJECT, IF THEY DESIRE, TO THE SETTLEMENT OF THE DERIVATIVE CLAIMS AS DESCRIBED HEREIN. IF THE COURT APPROVES THE DERIVATIVE SETTLEMENT, YOU WILL BE BARREp FROM CONTESTING THE FAIRNESS, REASONABLENESS OR ADEQUACY OF THE PRUPOSED SETTLEMEfYT,AIYD FROM PURSUING THE SETTLED DERIVAT{VE CLAIMS. ALL PARTNERSHIPS THAT WERE LIMITED PARTNERS OF ANY OF THE CALIFORNIA LIMITED PARTNER5HIP5 ARE HEREBY REQUESTED TO FORWARD A COPY OF THIS NOTICE TO THEIK PARTNERS AT THEIR LAST KNOWN ADDRESSES. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THIS LITIGATION AND SETTLEMENT. 1. Tha purpose of this Notice is to inform you about: (i) the pendency of the above-captioned lawsuits (the "Litigation" or "Plaintiffs' Actions"), wi~ich were brought derivatively by Plaintiff's Leghorn Investments, Ltd. ("Leghorn") on behalf of Brighton Investments; Bottlebrush Investments, LP ("Bottlebrush") on behalf of the Lambeth Company; Steven HeimofT as Trustee of the Steven Heimoff IRA {"HeimoFi") on behalf of both the Popham Company and Marloma Securities, a limited partnership formed for the sale purpose of investing in the Popham Company; and Douglas Hall as co-trustee for the Vivian Hal) IRA {"Hall") on behalf of the Lambeth Company and Crescent Securities', a limited partnership formed for the sole purpose of investing in the Lambeth Company ("Plaintiff's") in the Superior Court of California, County of Los Angeles (the "Court");(ii) a proposed settlement of Plaintiffs' Actions (the "Settlement"), subject to Court approval, ~s provided in a Settlement Agreement (tlie "AgreemenP')that was filed with the Court and is available for review at ww~v.~veintraub,com/chaffs and ww~v.milberg.com/chaffs; and (iii} the hearing that the Court will hold on March 1, 2017 to determine whether to approve the Settlement ("Settlement Hearing"), to consider Plaintiff's' counsel's= application for an award of attorneys' fees and for reimbursement of litigation expenses incurred in the prosecution of PlaintifTs' Actions, and application for incentive awards for Douglas Hall, Steven Heimotl', Pearl Gardner, President of Bottlebrush Financial, Inc., general partner of Bottlebrush, and Robert Giusman, Seneral partner of Leghorn (the "Individual Plaintiffs")' 2. The Agreement was entered into as of October 19, 2d 16, by and among the following:(a) Plaintiff's;(b) the Stanley Chaffs Defendants';(c) the Chaffs Related Defendantsf; (collectively, the "Parties" or "Settling Parties"); and (d) subject to the express limitations more fully set forth in the Agreement, Irving H. Picard, in his capacity as trustee (the "Trustee") under the Securities Investor Arotection Act of 1970 ("SIPA"), IS [J.S.C. §§ 78aaa et seq., as amended, for the liquidation oFthe business of Bernard L. Madoff Investment Securities LLC ("BEMIS") and the substantively consolidated Chapter 7 estate of $emard L. Madoff ("Madoft"}, subject to the approval of the Court6 3. The following description of the Litigation and Settlement does not constitute findings of the Court. It is based on statements of the Plaintiffs and/or Defendants and should not be understood as an expression of any opinion of the Court as to the merits of any of the claims or defenses raised by any of the Parties. The Court has not yet approved the Settlement.
~ Marloma Secunues and Crescent Secunttu are the "Sub~Partnerships " ' Milberg I.LP ~s 4. The purpose of this Notice is to explain the Litisation, the terms of the Settlement, and how the Settlement affects your legal rights, as a partner of the California Limited Partnerships) and'or partner of the Sub-Partnerships) (collectively, the "Limited Partners") and;'or partner of any partnership (in addition to the Sub-PaRnerships) that was a limited partner oFthe California Limited Partnerships. 5. In a derivative action, one or more people and~`or entities who are current partners of a partnership sue on behalf of and For the benefit of the partnership, seeking to enforce the partnership's legal rights. 6. As described more fully below, you have the right to object to the Settlement, the application by PlaintifTs' counsel t'or an award of attorneys' fees and reimbursement of expenses, and the application for incentive awards for the Individual Plaintiff's. You have the right to appear and be heard at the Settlement Hearing, which will be heEd on March 1, 2017, at 8:34 a.m., before the Honorable Elizabeth A. White, at the Superior Court of California, 5"' Floor, Stanley Mosk Courthouse, I t 1 North Hill Street, Dept. 48, Los Angeles, CA 90012. At the Settlement Hearing, the Court will determine whether: a. The Settlement should be approved; b. Plaintiff's' Actions and all claims, including any counterclaims, asserted by or against any of the Settling Parties therewith, should be dismissed with prejudice as set forth in the Agreement; c. Pfaintif~s' counsel's request for an award of attorneys' fees and reimbursement of expenses should be approved by the Court; and d. Plaintiffs' counsel's request for an incentive award for the Individual Plaintiffs should be approved by the Court. WHAT ARE THESE CA5ES ABOUT? 7. In 2009, the Plaintiti's filed separate derivative actions against Chais,' among others, seeking recovery of funds lost as a result of Madoff Ponzi scheme, and alleging, among other things, breach of fiduciary duty, breach of contract, negligence, fraud, unjust enrichment and fraudulent conveyance. 8. In 2009, the California Attorney General (the "CAAG") filed suit against Chais for alleged wrongful conduct arising from Chais's investments in the Madoff Ponzi scheme, The People oJthe Stage ojCalifornia v. Clrais, et al., Case No. BC422257 (the "CAAG Action"). Like with the Plaintiff's' Actions, the CRAG Action seeks to recover from the Estate of Stanley Chais the fees Chaffs was paid by investors in the California Limited Partnerships and seeks from Chaffs the full restitution of the principal investments made into the California Limited Partnerships. Although the CAAG Action sought administrative relief unavailable in the Plaintiffs' Actions, unlike the Plaintiff's' Actions, however, the CRAG Action does not seek to recover profits from the investments in the California Limited Partnerships and the Sub-Partnerships. Furthermore, the CAAG Action names only a single specific defendant, the Estate of Stanley Chaffs. The Plaintiffs' Actions, on the other hand, name numerous individuals and entities, Stanley and Pamela Chou, referred to m the Trustee Complaint as The 1996 Trust for the Children of Pamela Chats And Stanley Chaffs; BLMIS Account 1 C 1286, sued in the Trustee Complaint as The 1999 Trust far [he Children of Stanley and Pamela Chaffs; 1999 Trust for the Grsndehildren o(Stanley and Pamela Chris, Emily Chats 1983 Tnut, Emily Chaffs Trust No I, Emily Chaffs Trust No 2, and Emily Chair Tnut No. 3, referred to caUacuvely m the 7nuta Complaint u The Emily Choir Trust. Emily Chao Issue Tnut No. I and Emily Chaffs Issue Trust No ~, referred to collectively in the Tnutee Complaint as The Emily Chris lssuc Trust, Mark Hugh Chaffs 7'nut No 1, Mark Hugh Chaffs Trust No.?,and Mark Hugh Giais Trust Na. 3, referred to collecti~•ely in the Trustee Compinmt as The Mark F[ugh Chaffs Trust; Mark Hugh Chats Issue Trust No 1 and Mark Hugh Chau l~sue Tnut No. 2, mCerred to wflectively in theTrustee Complmnt as Tha Mark Hugh Chaffs l~sue Tnut, Mark Hugh Cluis 1983 Trust, Wi16amFredenclChaisTrustNo I,Wi111umFredrnckCh~isTrustNo.2,andWilliumFrcderickChaisTrustNo 3.rcLettedtocollativelyintheTnuteeCompinintasThe Wdllam Fredcrirk Chaffs Trust; William Fredenck Chaffs issue Trust No I and William Frederick Chaffs lesue Trust No 2. referred to collectively in the Trustee Complmnt u 7'he Wi11mm F Chaffs Issue Trust, William Frcdenck Chaffs 1953 Trust; Thc William and Wrenn Chaffs 199a Family 7nut, An Chaffs 1999 Trust. An Chaffs Transfccce Trust No I, rcferted to in the Trustee Compluml at The Ari Chaffs Trnnsferee M l Trust, Benjamin Poul Chosnlow 1949 Trust, Benjamin Paul Chasalow Tmnskree Trust No 1. referred to in the Trustee Complaint as The Bcn~umm Paul Chasalac Transferee k I Taut, Chlac Frances Chaffs 1993 Trust, teftacd to in the Trustee Complaint as'fhc Chloe Francs Chins 1994 Taut, Chloe Frances Chins Trsnsferce Taut No. 1, refetted to in the Tnut~ Complaint as The Chloe Francis Chaffs Transferee ~ I Trust, lonuthan WoltChats I99G Trust, rafeaed to m the Trustee Complaint as Tha Jonothan Wolf Chaffs Tnut, Jonathan Chao Transferee Trust No. I, refeaed to in the Trustee Complaint ns Tile Jonathan Chaffs Transtera # I Trust. Justin Robert Chasnlow 1999 Trust; liutin Robert Chasalow Trunsferce Trust No I, referred to in tha Tnutce Compl~ln[ ns The Justin Robert ChaSalow Transferee N l Trust. Madeline Celia Chaffs 1992 Trust, Madeline Chas Tra~ufcrce Taut No I. refertod to in the Trustee Compta~nt as The btadehne Chats Transferee # 1 Trust, Rachel A11~san Chualow ]999 Trust, Rachel Allison Chuolo~v Transferee Tnut Nu I ,referred to in the Trustee Complaint as'i'hc Rachel Alluon Chasalow Tru~steree b I Trust, 7a1~ Chaffs 1947 Trust; Tali Chaffs Transferee Trust No I, referred to m the Trustee Complaint as The Tali Chaea Transferee #1 TrusC Untcy~de Trading Company, Unicycle Corp., individ~lly and u the General Partner of [Jnicycle Trading Company, du now-detunc[ meaty purchase plan formarly knoµr as Unirycle Corporation Money Purchase Plan; Onondaga, Inc., individually and as General Partner of Chaffs Im utm:nts Ltd., the now-deCanct money purchase plan formerly known as "fhe Onondaga,[nt Monty Purchase Ptan, the now-defunct defincYl txncfit Fxnsion plan formerly kno~m as'i'hc Onondaga, lac Defined Hcnefit Pension Plan, Chnis Mnnugcment. Inc , endrv~dually and as General Partner of Chaffs Mana~cmtnt Ltd ,Chaffs hlanagem:nt Ltd ,nail Chris Ventwe Hold~ttgs ^ Collectively, the Stanley Chris Dckndonu and the Chaffs Rdatrd Defrndnnts me the "DefrnJanu" ' PlmntiRs also filed amended complains which, after Chaffs passed away, named, among other defcneL~nu. Pamela Chats as er:cutor of ~hc Estate of Stanfry Chaffs (the "Cfwis Estate"1 in addition to the Chais Estate, such as the Chais Related Defendants. The Plaintiffs' Actions, therefore, seek to recover assets due to Chais's alleged ~vrongfut conduct from more individuals and entities than the CAAG Action. 9. The Trustee, in 20U9, prior to the filing of the PlaintifTs' Actions, in connection with the BLM{S liquidation proceeding pending in the Bankruptcy Court for the Southern District of New York, filed an action in the same court against Defendants, Picard v Stanley Chaffs, et al., Adv. Pro. No. 09-! 172 (SMB), (the "Trustee Action") seeking to recover alleged fraudulent transfers to the Defendants. The Plaintiffs' Actions substantially overlap with the Trustee Action in both the claims and named defendants, but unlike the CAAG Action, seeks recovery from the Chaffs Related Defendants. 10. The Defendants have denied the claims asserted against them, disclaim any Liability or damages, and deny that they or Chaffs engaged in any wrongdoing or violation of la~v ofany kind whatsoever. Accordingly, the Settlement may not be construed as an admission of the Defendants' or Chaffs' wrongdoing, nor constnied or deemed to be evidence oCor an admission or concession on the part of any Defendant or with respect to Chaffs regarding the merits of any claim, nor of any infirmity in the defenses that the Defendants or Chaffs have, or could have, asserted in this Litigation. Likewise, the Settlement shall in no event be construed or deemed to be evidence of or an admission or concession on the part of any Plaintiffs of any infirmity in the claims that Plaintiff's have, or could have, asserted. 11. Since Plaintiffs' Actions were filed in 2004, the parties to the Litigation have engaged in extensive discovery and motion practice before the Court. Collectively, the parties produced many thousands of pages of documents during the course of the Litigation. In addition, Plaintiff's took and dei'ended numerous depositions, including Chais's deposition taken over the course of nine sessions in January, March, and April 2010. Chaffs passed away in the fa11 of2010. 'fhe Estate of Stanley Chaffs was thereafter substituted as a defendant in the Injunctive Adversary Proceeding, the Plaintiti's' Actions, the CAAG Action, and the Trustee Action. l2. puring the Litigation, certain of the Defendants, including a[I of the Chaffs Related Defendants, argued in demurrers filed with the Court, that certain claims brought by the Plaintiffs should be dismissed because those claims are barred by the automatic stay imposed by the United States Bankruptcy Code and belong to dtie Trustee. Plaintiffs opposed this argument. Initially, the Court granted the demurrers, with leave to amend the complaints. Amended complaints were then filed, and additions! demurrers were filed challenging the amended complaints. 13. On January 4, 2012, prior to the Court ruling on the demurrers to the amended complaints, the Trustee filed an adversary proceeding in the Bankruptcy Court for the Southern District of Ne~v York against Plaintiff's and the CAAG, seeking to enjoin them from continuing to litigate the actions they filed in this Court, on the ground that the automatic stay applied to or should be extended to both the Plaintiff's' Actions and the CAAG Action (the "Injunctive Adversary Proceeding"). In addition to filing the Injunctive Adversary Proceeding, the Trustee filed an application with the Bankruptcy Court(the "Application") seeking an order to enforce the automatic stay and immediately preclude both the Plaintiff's' Actions and the CAAG Action from going forward. 14. Numerous briefs were fi led in connection with the Trustee's Application, and a hearing was set for Ju[y 2012 for argument on the Trustee's Application. At that hearing, the Bankruptcy Coart, rather than rule on the Tnistee's Application, referred the matter to mediation. Since August 2012, the Trustee, the CAAG, the Plaintiff's, the Stanley Chaffs Defendants and the Chaffs Related Defendants engaged in multiple mediation conferences and related mediation communications with the Hon. James L. Garrity, Jr., at that time retired from the United States Bankruptcy Court for the Southern District of New York, as mediator. l5. During and after these communications, the PlaintiR's engaged in discussions and negotiations regarding a resolution of Plaintiffs' Actions and the Trustee's Injunctive Adversary Proceeding against Plainiifi's. These negotiations led to the Agreement, which will resolve all claims made in connection with the PlaintifTs' Actions and the Trustee's Injunctive Adversary Proceeding against Plaintiti's. The negotiations also resolved the Trustee Action (the "Trustee Agreement"), the CAAG Action, and the T'rustee's Injunctive Adversary Proceeding against the CAAG {the "CAAG Agreement').' 16. Pursuant to the Trustee Agreement, the Stanley Chaffs Defendants have agreed to turn over to the Trustee substantially all of their assets, and the Chuffs Related Defendants have agreed to pay to the 7"rustee an amount equal to their two-year transfers From their BLMIS accounts, as determined by the Trustee.' 17. Pursuant to the CAAG Agreement, a fund will be created for compensating the investors in the California Limited Partnerships, the Sub-Partnerships and/or any partnership (in addition to the Sub-Partnerships) that was a limited partner of the California Limited Partnerships (the "Restitution Fund"}, in the amount of Fifteen Million Dollars ($15,000,d00), to be funded in part through concessions by the Trustee and in part by contributions by certain of the Det'endants in consideration for, inter olio, (i) the termination of the CAAG Action,(ii) resolution of all disputes between the Trustee and the Attorney General relating to the assets of Stanley Chaffs and the Estate of Stanley Chaffs; and (iii) releases by Restitution Fund Claimants (as defined in the CAAG Agreement) in favor of the Defendants and certain of their affiliates, agents and other related parties. ' The CRAG Settlement Agreement can be obtained at wtivw wemtrauh ¢om/chms and tivw~v mllhere ~om?chats The Tnutee Agreement can be a6tmned at w«~• nEimrauh contic ats end ~vutiv mllbrre eom/chaffs 18, On November 18, 2016, the Bankruptcy Court entered an order approving and authorizing the Trustee (to the extent necessary) to enter into the Agreement, Trustee Agreement and CAAG Agreement. 19. 'The Plaintiffs believe, based upon their investigation and discovery thus far, that the claims asserted in this Litigation have merit. However, Plaintiffs and their counsel are mindful of the inherent problems of proof of, and possible defenses to, the allegations asserted in this Litigation, and recognize and acknowledge the expense and length of continued proceedings necessary to prosecute this Litigation through trial and through anticipated appeals. Plaintiff's and their counsel also have taken into account the uncertain outcome and the risk of any litigation, especially in complex actions such as the derivative litigation of this type, as well as the difficulties and delays inherent in such litigation. Under the circumstances, Plaintiffs and their counsel have concluded that the terms and conditions of the Agreement are fair, reasonable and adequate to the California Limited Partnerships and the Sub-Partnerships, and in their best interests, and have agreed to settle the claims raised in this Litigation pursuant to the terms and provisions of Agreement, after considering (i) the substantial benefits that the California Limited Partnerships and the 5ub- Partnerships will receive from resolution of this Litigation on the terms set forth in the Agreement, including but not limited to releases by the Trustee for any potential clawback claims he may have against certain investors in the California Limited Partnerships and the Sub-Partnerships; (ii) the uncertainty that a trial on the merits could result in a judgment providing the California Limited Partnerships and/or the Sub-Partnerships with the same or substantially the same benefits; (iii} the attendant risks and uncertainty of continued litigation; and (iv) the desirability of permitting the Settlement to be consummated without delay as provided by the terms of the Agreement. WHAT ARE THE TERMS OF THE PROPOSED SETTLEMENT? 20. The terms and conditions oFthe proposed Settlement are set forth in the Agreement. This Agreement has been filed with the Court and is also available for viewing on www.weintraub.com'chais and ~+nvw.mil6er~.com~~hais. The following is only a summary of the terms of the Agreement. 21. The Restitution Fund will include FiReen Million Dollars($15,000,OOQ} funded under the terms of the CAAG Agreement plus additional funds contributed pursuant to the Agreement in the Plaintiffs'Actions in the amount of Five Million, Two Hundred Thousand Dollars ($5,200,Oa0)("Settlement Proceeds") for a combined total ofT~venty Million Ttivo Hundred Thousand Dollars ($20,200,000), less any amounts, up to a maximum of One Hundred Thousand Dollars ($100,000), awarded by the Court far an incentive award to Plaintiff's and less any amounts, up to a maximum of Four Million Dollars ($4,000,000), awarded by the Court to Plaintiff's' counsel for attorneys' fees and costs, as discussed below. 22. Disbursements from the Restitution Fund shall be made by the CAAG in accordance with the CAAG Agreement. Those investors in the California Limeted Aartnerships, in the Sub-Partnerships and/or any partnership (in addition to the Sub-Partnerships) that was a limited partner in the California Limited Partnerships seeking to recover monies from tha Restitution Fund must submit n claim in accordance with the procedures established by the CAAC Agreement. 23. Those claimants who incurred a "Net Loss" or a "Nominal Loss" in relation to his, her or its invesUnent{s) will be eligible to recover from the Restitution Fund."Net Loss" means, with respect to a Restitution Fund Claimant, the amount by which the aggregate of all investments made by such Restitution Fund Claimant to the California Limited Partnerships, Sub-Partnerships and`or any partnership (in addition to the Sub-Partnerships) that was a limited partner of the California Limited Partnerships exceeds the aggregate amount of distributions received by such Restitution Fund Claimant on account thereof, "Nominal Loss" means, with respect to a Restitution Fund Claimant, the sum of such Restitution Fund Claimant's interests in the California Limited Partnerships' account balances with BLMIS as of December 1l, 2008. The actual amounts that a Restitution Fund Claimant will actually receive will be determined in accordance with CRAG Agreement. 24. [n addition, under the Agreement, Defendants and certain others included within the definition of Chats Releasees and Relevant Third Party Releasees will obtain injunctive relief in the form set forth in Section 7(b) of the Agreement, and there will be a judicial dissolution, winddown and termination of existence for alt purposes of the California Limited Partnerships in accordance with California law. 25. In connection ►vith the Court's approval of the Settlement, all claims asserted by or against any of the Plaintiffs, including claims against Defendants, each Affiliate thereof, will be dismissed with prejudice. Additionally, the Plaintil~ Group Members will release pefendants and certain others included within the definition of Chnis Relensees and Relevant Third Party Releasees, covenant not to sue And be enjoined from pursuing any and all actions, causes of action, and any ether right to obtain any type of damages or any other remedies of whatever kind, whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity, and that in any way arise out of or in connection with the California Limited Partnerships, the Sub-Partnerships, BLM[S, the MadoPf Ponzi scheme and/or any other mutters involving Stanley Chats, subject to certain narrow exceptions. The full scope of the releases and the persons and entities who are the subject of the releases are set forth in the Agreement, which is available at ~vww.milberg.com~chais and www.weintraub,com~chafe. WHAT NIIGHT HAPPEN IF THERE WERE NO SETTLEMENT? 26. As a result of the Bankruptcy Court appravins the Trustee Agreement, no assets of the Chais Estate are available to pay the claims in Plaintiffs' Actions. Claims against the remaining Defendants are much riskier than tf~e claims against the Chaffs Estate. These Defendants have Limited assets, and any recovery in the Plaintiff's' Actions could be rendered moot by the terms of the Trustee Agreement, separately reached with Defendants. Under that agreement, all assets of the Chaffs Estate go to the Trustee, and the Trustee can seek to obtain a judgment in the Bankruptcy Court against the California Limited Partnerships for withdrawals they made from BLM[S. Although the specific amount of the Trustee's claim is not yet fully ascertained, it is anticipated that it could be in excess of $I00 million and potentially mere than $I billion. 7'he Trustee can then assign that judgment to the Chaffs Related Defendants. Ifthe PlaintifTs then obtain ajudgment against the Chaffs Related Defendanu, the specific amount afPlaintiffs' claim, which similarly could be in excess of $100 million, will potentially be offset by the Trustee's judgment assigned to the Chaffs Related Defendants. The Trustee Agreement also provides that the Trustee wil! use his reasonable best eH'orts to obtain a permanent injunction in favor of the Defendants enjoining the continued prosecution of any claims released by the Trustee and any claim that is duplicative or derivative ofany sucE~ claim.'Chat injunction could significantly limit, if not preclude, much of the relief sought in the Litigation. 27. Even if the Trustee Action and/or the Trustee Agreement do not moot Plaintiffs' ability to pursue Defendants, Plaintiff's will face other risks if there is no settlement. As discussed above, Plaintiff's and Defendants have sharply diverging views of the factual and legal merits of the case and the applicable legal standards. Under the applicable rules, the Court would determine whether, in light of the legal standards that apply to the Defendants' conduct, there are material factual disputes that should be decided by a jury. PlaintifTs and their counsel recognize that the Court could adopt the Defendants' view of the applicable legal standards or otherwise decide that the discovered facts are insufficient to impose liability as a matter of law. 28. It also is passible that the Court could agree with Plaintiffs and their respective counsel and the case could proceed to trial. In that case, if Plaintiffs prevailed in whole at trial, the Defendants could be ordered to pay damages in an undetermined amount, which could exceed the amount agreed to in the Settlement and the above-referenced ofi'set. If, however, Defendants prevailed at trial, there would be no recovery or benefit. In addition, following a trial, lengthy appeals by the losing party would be likely. 29. Additionally, the Trustee has claimed that distributions paid by Medoff through Chaffs to die California Limited Partnerships, Sub-Partnerships and individual investors during the two year period immediately prior to the commencement of bankruptcy proceedings are subject to a clawback proceeding by the Trustee. The Trustee had advised that if the Plaintiffs pursue their actions, he will consider and most likely proceed with the clawback proceedings, which would further limit any potential recovery Plaintiff's could obtain from the Litigation. FLOW WILL THE ATTORNEYS BE PAID? HOW WILL INCENTIVE AWARDS BE PAID? 30. Plaintiff's' counsel shall apply for an award of attorneys' fees and reimbursement of expenses not to exceed Four Million Dollars {$4,000,000} and to be paid or caused to be paid by Defendants exclusively out of the Settlement Proceeds. 31. In addition, Plaintiff's' counsel will apply to the Court far incentive awards payable by Defendants exclusively out of the Settlement Proceeds, of up to an aggregate maximum amount of One Hundred Thousand pollars ($100,000), and no more than Twenty-five Thousand Dollars 025,000) to any one of the Individual Plaintiffs as compensation for their efforts in prosecuting the Litigation and for their reasonable expenses. 32. Plaintifi~s' counsel will file their papers in support oFfinal approval ofthe Settlement, their npplicatian for attorneys'fees and reimbursement of expenses, and their application for an incentive award for Individual Plaintiffs by no later than January 20, 2017. These papers will be posted on Plaintiffs' counsel's respective websites, www.weintraub.com/chaffs end www.milbe~.com/chaffs. 33. Although the Settlement is conditioned on Court approval, the Settlement is not conditioned on the Court awarding Plaintiff's' counsel's attorneys' fees, reimbursement of expenses or incentive awards far Individual Plaintiff's. WHEN ANI)WHERE WILL THE COURT RULE ON APPROVAL OF TIC SETTLEMENT? DO I HAVE TO COME TO THE HEARING? MAY I SPEAK AT THE REARING? 34. Yau may, if you wish to do so, comment to the Court tin the Settlement, the application for un award of attorneys' fees and reimbursement of expenses, and/or the application for incentive awards for the Individual PlaintifTs. If you do not wish to object in person to the Settlement, the application far attorneys' fees and reimbursement of expenses and/or incentive awards far the Individual Plaintiffs, you do not need to attend the Settlement Hearing. You can object to the Settlement, the application for attorneys' fees and reimbursement of expenses, and/or the application for incentive for the Individual Piaintift's without attending. 35. Any Limited Partner and any partner in any partnership (in addition to the Sub-Partnerships) that was a partner in the California Limited Partnerships may object to the Settlement, Plaintiff's' counsel's request for an award of attorneys' fees and expenses, or the request for an incentive award for the Individual PlaintifTs. Objections must be in writing, and must include (i) the objector's name, address and telephflne number, along with a representation as to whether the objector intends to appear at the Settlement Hearing; (ii) proof that the objector is a Limited Partner or a partner in any partnership (in addition to the Suh- Partnerships) that was a partner in the California Limited Partnerships;(iii) proof that the person or entity submitting the objection has authority to submit the objection an behalf of the Limited Partner or the partner in any partnership (in addition to the Sub- Partnerships) ti~at was a partner in the California Limited Partnerships, if not submitted directly by the Limited Partner or the partner in any partnership (in addition to the Sub-Partnerships) that was a partner in the California Limited Partnerships; (iv) a statement ofthe objections to any matters before the Court, the grounds therefor or the reasons for the objector's desiring to appear and be heard, as well as all documents or writings the objector desires the Court to consider; and (v) if the objector has indicated that he, she or it intends to appear at the Settlement 1-tearing, the identities of any witnesses the objector may call to testify and any exhibits the objector intends to introduce into evidence at the Settlement Hearing. You must file your objection with the Clerk's OfTice at the address set forth below on or before February 8, 2017. You must also serve the papers (by hand, first class mail, or e~cpress service) on PlaintiR's' counsel and Defendants' counsel at the addresses set forth below so that the papers are received by such counsel on or before February 8, 2017. 36. Ifyou fail to object in the manner and within the time prescribed above you shall be deemed to have waive your right to object (including the right to appeal) and shall forever be barred, in this proceeding or in any other proceeding, from raising such objection(s). 37. The Settlement Hearing will be held on MarcEi 1, 2017, at 8:30 a.m., before the Honorable Elizabeth A. White, at the Superior Court of California, 5`" Ffoor, Stanley Mosk Courthouse, 111 North Hill Street, Dept. 48, Los Angeles, CA 90012. The Court reserves the right to approve the Settlement or the application for attorneys' fees and expenses at or after the Settlement Hearing without further notice to any Limited Partner or nny partner in any partnership (in addition to the Sub-Partnerships) that was a partner in the California Limited Partnerships. 38. The Settlement Hearing may be adjourned by the Court without further written notice to you. If you intend to attend the Settlement Hearing, you should confirm the date and time with Plaintiffs' counsel. Clerk's Office P[uintift's' counsel SUPERIOR COURT OF CALIFORNIA Marvin Gelfand, Esq. COUNTY OF LOS ANGELES Weintraub Tobin Chediak Coleman Grodin, Inc. Clerk of the Court 10250 Constellation Blvd., Suite 2904 Stanley Mosk Courthouse Los Angeles, CA 90067 111 North Hill Street and Los Angeles, CA 90012 Barry Weprin, Esq. Milberg LLP One Pennsylvania Plaza, 50'" Floor New Yark, NY 10!19-0 l GS Counsel for the Stanley Chats Aefendunts Counsel for the Chats Related Defendunt~ Dennis F. Dunne, Esq. Andrew H. Sherman, Esq. Michael L. Hirschfeld, Esq. Sills Commis &Gross P.C. Milbank, Tweed, Hadley & McCloy LLP One Riverfront Plaza 28 Liberty Street Newark, N!07102 New York, NY 10005 and and Steven J. Katzman, Esq. Jerry L. Marks Biernert, Miller &Katzman Milbank, 7'~veed, Hadley & McCloy LLP 903 Calle Amancer, Suite 350 2029 Century Park East, 33rQ Floor San Clemente, CA 92673 Los Angeles, CA 90067 CAN I SEE TAE COURT FILE? WHOM SHOULD I CONTACT IF I HAVE QUESTIONS? 39. This Notice contains only a summary of the terms of the Agreement. More detailed information about the Litigation is available at either of Plaintiffs' counsel's respective firm websites, www.weintraub.com~'chais and ww~v.milberg.cam/chaffs, including, among other documents, the complainu, the AgreemenE, the Trustee Agreement and the CAAG Agreement. You or your attorney may examine the Court fifes for the Litigation (Keimofj'►~. Chaffs, e! al,, Case No. $C413821; Ha/! i~ Chars, et aL, Case No. BC413820; Bo1!lebrtrsh Im~esrmen~s, LP r. The Lambent Compa~ry, et al., Case No. BC407967; Leghorn hrvesln~ents, Ltd. ~: Brigh~o~t Investments, et aL, Case No. BC~08661}during regular business hours at the Superior Court of California, County of Los Angeles. Questions about the Settlement or about this Notice in general should be directed to: Plaintiffs' counsel: Marvin Ge{fand, Esq. or Barry A. Weprin, Esq. Weintraub Tobin Chediak Coleman Grodin, Inc MILBERG LLP 10250 Constellation Blvd., Suite 2900 One Pennsylvania Plaza, 50'" Floor Las Angeles, CA 90067 New York, NY 10119-01 GS P:(310)858-7888 (8U0)320-5081 F:(3 f 0) 550-7191 Contactlls;u~m ilberg.com mgelfand a~weintraub.com DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK OF COURT REGARDIPIG THIS NOTICE. Dated: December 21, 20[ 6 By Order of the Clerk of the Coun Superior Court of California County of Los Angeles t t ♦_ _■_ 1 1 TO AMON DECLARATION EXH i61T B Weintraub Tobin Chediak Coleman Grodin, Inc. and Milberg LLP a... http:'~'www.prnewswire.com;'news-releases,'~veintraub-robin-chediak... PR Newswire a ns~oN company UVeintraub Tobin Chediak Coleman Grodin, Inc. and Milberg LLP announce a proposed settlement with the Sfianley Chais Defendants and the Chaffs Related Defendants in four derivative action lawsuits related to the Madoff Ponzi Scheme NEWS PROVIDED BY Weintraub Tobin Chediak Coleman Grodin, Inc. --► ,Milberg LLP —+ Dec 28, 2016, 07:30 ET LOS ANGELES, Dec. 28, 2016 lPRNewswire/ -- !n the Superior Court of the State of California, County of Los Angeles, in the following tour actions pending against the Stanley Chaffs Defendants and the Chaffs Related Defendants (collectively, the "Defendants"):(Bottlebrush /nvestments, LP v. The Lom6eth Company, ei at., Case No. BC407967; Leghorn Investments, Ltd. u. Brighton Investments, et al., Case No. BC408669; Heimoff v. Chaffs, et at., Case No. BC413$21; and Hall a Chars, et al., Case No. BC413820) seeking recovery of funds related to the Madoff Ponzi Scheme, a summary notice has been issued as follows: Summary Notice of Proposed Settlements of Derivative Actions and Settlement Hearing 1 oF4 1'3'2017 3:26 PM Weintraub Tobin Chediak Coleman Grodin, Inc. and Milberg LLP a... http:','www.pme~vswire.com~anews-releases~weintraub-tobin-chediak... To: (1) all partners of the Lambeth Company, the Popham Company, and Brighton Investments {the "California Limited Partnerships") and (2) all partners of Marloma Securities and Crescent Securities {the "Sub-Partnerships"} (collectively, the "Limited Partners")and {3) all partners of any partnership (in addition to the Sub-Partnerships) that was a limiter! partner of the California Limited Partnerships (collectively, "Partners"). YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Superior Court of the State of California, County of Los Angeles, that a hearing will be held on March 1, 2017, at 8:30 a.m., before the Honorable Elizabeth A. White, at the Superior Caurt of California, Stn Floor, Stanley Mosk Courthouse, 11i North Hill Street, Dept. 48, L.os Angeles, CA 90012 to determine whether the proposed settlement {the "Settlement") should be approved by the Court as fair, seasonable, and adequate, and to consider the application of Plaintiffs' Counsel for an award of attorneys' tees and for reimbursement of litigation expenses and the application for incentive awards for the individual plaintiffs. f F YOU ARE A PARTNER DESCRIBED ABOVE, YOUR RIGHTS WILL BF AFFECTED. If you have not yet received the full printed Notice of Pendency and Proposed Settlement of Derivative Litigation, you may obtain a copy at www.welntraub.com/rhals or www.milberg.cam/chats. As a result of the Settlement in these derivative actions ancE the related settlement with the California Attorney General {"AG"), total payments of $20.2 million (which includes a payment of $15 million in the related AG settlement and a payment of $5.2 million, less up to $4.1 million in requested fees and expenses in these derivative actions) for a total of not less than $16.1 mipion will be established in a restitution fund ("Restitution Fund"). You will receive separate notice informing you how to participate in the Restitution Fund. The Settlement includes mutual releases and prohibits potential claw-back claims agains# the Partners and further litigation against the Defendants and certain related parties. If you are a Partner you will be bound by the terms of the Settlement whether ar not you choose to file a claim. Any objections to the Settlement must be filed with the Court by February 8, 2077. 2 of ~ 1~%3,2417 3:26 PM Weintraub Tobin Chediak Coleman Grodin,[nc. and Milberg LLP a... http:~~www.prnewswire.cominews-releases;weintraub-tobin-chediak... Questions about the Settlement or this Notice in general should be directed to Plaintiffs' Counsel: Marvin Gelfand, Esq. Weintraub Tobin Chediak Coleman Grodin, Inc. 10250 Constellation Blvd., Suite 2900 Los Angeles, CA 90067 Telephone:(310} 858-7888 Email: [email protected] Barry A. Weprin, Esq. Milberg LLP One Penn Plaza, 50~h Floor New York, NY 1019-Q165 Telephone:(800} 320-5081 Email: [email protected] PLEASE DO NOT CALL OR WRITE THE COURT ~7R THE OFFICE OF THE CLERK OF THE COURT REGARDING THIS NOTICE. By Order of the Clerk of the Court, Superior Court of the State of California, County of Los Angeles CONTACT: Weintraub Tobin Chediak Coleman Grodin, Inc. Marvin Gelfand, Esq.,{310) 858-7888 Milberg LLP Barry A. Weprin, Esq.,(2i2} 594-5300 3 raf 4 1~"3+2017 326 PM Weintraub Tobin Chediak Coleman Grodin, Inc. and Milberg LLP a... http:i?www.prnewswire.com?news-releases,'weintraub-tobin-chectiak... SOURCE Weintraub Tobin Chediak Coleman Grodin, Inc.; Milberg LLP Related Links http://www.we i ntra ub.co m http://www.m ilberg.com ~1 of ~3 E r3."2017 3:26 PM PR Newswire a usaN company Weintraub Tobin Chediak Coleman Grodin, Inc. and Milberg LLP announce a proposed settlement with the Stanley Chais Defendants and the Chais Related Defendants in four derivative action lawsuits related to the Madoff Ponzi Scheme NEWS PROVIDED BY Weintraub Tobin Chedlak Coleman Grodin, Inc.-+ ,Milberg LLP -~ Dec 28, 2016,07:30 ET LOS ANGELES, Dec. 28, 2016 /PRNewswire/ - In the Superior Court of the State of California, County of Los Angeles, in the following four actions pending against the Stanley Chais Defendants and the Chais Related Defendants (collectively, the "Defendants"):(Bottlebrush Investments, LP v. The Lombeth Company, et al., Case No. BC407967; Leghorn Investments, Ltd. u. Brighton Investments, et al., Case No. BC408661; Heimoff u. Chois, et al., Case No. BC413821; and Hall v Chais, et al., Case No. BC413820)seeking recovery of funds related to the Madoff Ponzi Scheme, a summary notice has been issued as follows: Summary Notice of Proposed Settlements of Derivative Actions and Settlement Hearing To: (1) all partners of the Lambeth Company,the Popham Company, and Brighton Investments (the "California Limited Partnerships") and (2) all partners of Marloma Securities and Crescent Securities (the "Sub-Partnerships")(collectively, the "Limited Partners") and (3) all partners of any partnership (in addition to the Sub-Partnerships) that was a limited partner of the California Limited Partnerships (collectively, "Partners"). YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Superior Court of the State of California, County of Los Angeles, that a hearing will be held on March 1, 2017, at 8:30 a.m., before the Honorable Elizabeth A. White, at the Superior Court of California, 5th Floor, Stanley Mosk Courthouse, 111 North Hill Street, Dept. 48, Los Angeles, CA 90012 to determine whether the proposed settlement (the "Settlement") should be approved by the Court as fair, reasonable, and adequate, and to consider the application of Plaintiffs' Counsel for an award of attorneys' fees and for reimbursement of litigation expenses and the application for incentive awards for the individual plaintiffs. IF YOU ARE A PARTNER DESCRIBED ABOVE, YOUR RIGHTS WILL BE AFFECTED. If you have not yet received the full printed Notice of Pendency and Proposed Settlement of Derivative Litigation, you may obtain a copy at www.welntraub.com/chats or www.milberg.com/chaffs. As a result of the Settlement in these derivative actions and the related settlement with the California Attorney General ("AG"), total payments of $20.2 million (which includes a payment of $15 million in the related AG settlement and a payment of $5.2 million, less up to $4.1 million in requested fees and expenses in these derivative actions) for a total of not less than $16.1 million will be established in a restitution fund ("Restitution Fund"). You will receive separate notice informing you how to participate in the Restitution Fund. The Settlement includes mutual releases and prohibits potential claw-back claims against the Partners and further litigation against the Defendants and certain related parties. If you are a Partner you will be bound by the terms of the Settlement whether or not you choose to file a claim. Any objections to the Settlement must be filed with the Court by February 8, 2017. Questions about the Settlement or this Notice in generel should be directed to Plaintiffs' Counsel: Marvin Gelfand, Esq. Weintraub Tobin Chediak Coleman Grodin, Inc. 10250 Constellation Blvd., Suite 2900 ~~~j~'T~ Los Angeles, CA 90067 Telephone:(310) 858-7888 Email: [email protected] Barry A. Weprin, Esq. Milberg LLP One Penn Plaza, 50th Floor New York, NY 10119-0165 Telephone:(800) 320-5081 Email: [email protected] PLEASE DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK OF THE COURT REGARDING THIS NOTICE. By Order of the Clerk of the Court, Superior Court of the State of California, County of Los Angeles CONTACT: Weintraub Tobin Chediak Coleman Grodin, Inc. Marvin Gelfand, Esq.,(310) 858-7888 Milberg LLP Barry A. Weprin, Esq.,(212) 594-5300 SOURCE Weintraub Tobin Chediak Coleman Grodin, Inc.; Milberg LLP Related Links http://www.weintrau b.com http://www.milberg.com 1 WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN LAW CORPORATION 2 Marvin Gelfand (SBN 53586) [email protected] 3 10250 Constellation Blvd., Suite 2900 Los Angeles, California 90067 4 Telephone: (310) 858-7888 Fax: (310) 550-7191 5 Attorneys for Plaintiff and Cross Defendant 6 Bottlebrush Investments, L.P. and Leghorn Investments, Ltd. 7 SUPERIOR COURT OF THE STATE OF CALIFORNIA 8 COUNTY OF LOS ANGELES, CENTRAL DISTRICT 9 10 BOTTLEBRUSH INVESTMENTS, L.P., CASE No. BC 407967 a California limited partnership, 11 I Assigned for All Purposes to the Honorable Plaintiff, Elizabeth Allen White, Department 48 12 u Complaint Date: February 8, 2009 13 THE LAMBETH COMPANY, a DECLARATION OF MARVIN 14 California limited partnership, et al., GELFAND IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL 15 Defendants. APPROVAL OF DERIVATIVE SETTLEMENT AND FOR 16 CONSOLIDATED WITH: ATTORNEYS' FEES AND INCENTIVE AWARDS IN 17 LEGHORN INVESTMENTS, LTD., a CONNECTION WITH THE California limited partnership, DERIVATIVE SETTLEMENT 18 I Plaintiff, CASE NO.: BC 408661 (Consolidated) 19 v. 20 [Related to Case Nos. BC 409658, BRIGHTON INVESTMENTS, LTD., a BC 413821, BC 413820 BC 422257 and 21 California limited partnership, et al, BC 456932] 22'. Defendants. Date: , 2017 23 Time: 8:30 a.m. AND RELATED CROSS-ACTIONS Dept.: 48 24 25 26 27 28 EX~~31T l0 {00063350.DOCX;} DECLARATION OF MARVIN GELFAND IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES 1 I, Marvin Gelfand, hereby declare as follows: a 1. I am a member of the law firm of Weintraub Tobin Chediak Coleman Grodin 3 Law Corporation (the "Weintraub Firm") formerly Weismann Wolff Bergman Coleman 4 Grodin and Evall, LLP. I submit this declaration in support of the Weintraub Firm's 5 ~ application for an award of attorneys' fees in connection with services rendered in this case, as 6 well as the reimbursement of expenses incurred by my firm in connection with this litigation. 7 2. The Weintraub Firm acted as one of plaintiffs' counsel in these derivative 8 actions. The tasks undertaken by my firm can be summarized as follows:(1) drafting various 9 i legal documents including pleadings and extensive written discovery; (2) analyzing and 10 researching complex legal issues;(3) taking voluminous depositions including that of Stanley 11 Chais's accountant, Francis X. Montavani, the Trustee of some of the Trusts established by 12 Chais, and Stanley Chais, which was taken over nine sessions in January, March, and April of 13 2010, before he passed away in the fall of 2010;(4) defending the depositions of individual 14' Plaintiffs Douglas Hall, Steven Heimoff, and Pearl Gardner as representatives of Bottlebrush 15 and by certain other investors in the California Limited Partnerships;(5) reviewing thousands 16 of documents during the course of the litigation; and (6) successfully negotiating the 17 settlement on behalf of California Limited Partners and the investors. As a result of plaintiff's 18 counsel's work, together with the Attorney General of California, the settling parties have 19 collectively agreed to establish a Restitution Fund of $20,200,000. This settlement allowed 20 plaintiffs to avoid the risk, expense, uncertainty, and inherent delay of further pursuing these 21 claims. 22 3. Conversely, Plaintiffs' counsel undertook great risk without any assurance of 23 recovery. Specifically, this Litigation was undertaken by Plaintiffs' counsel on a contingent 24 basis. 25 4. The Weintraub Firm has extensive experience handling complex plaintiff-side 26 ~ litigation, including shareholder derivative matters and class actions. 27 5. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the 28 amount of time spent by the partners, other attorneys, and professional support staff of the {00063350.DOCX;} ~ DECLARATION OF MARVIN GELFAND IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES 1 ~ Weintraub Firm who were involved in this litigation, and the lodestar calculation based on the 2 Weintraub Firm's current billing rates. For persons who are no longer employed by the 3 Weintraub Firm, the lodestar calculation is based upon the billing rate for that person in his or 4 ~ her final year of employment by the Weintraub Firm. The schedule was prepared from 5 ~ contemporaneous, daily time records regularly prepared and maintained by the Weintraub 6 Firm, which are available at the request ofthe Court for review in camera.' Time expended in 7 preparing this application for fees and reimbursement of expenses has not been included in 8 this request. 9 6. The hourly rates for the partners, other attorneys, and professional support staff 10 ~ in the Weintraub Firm included in Exhibit 1 are the same as the regular current rates charged 11 for their services innon-contingent matters and/or which have been used in the lodestar cross 12 check accepted by courts in other derivative, class, or other contingent litigation. 13 7. The total number of hours expended on this litigation by the Weintraub Firm is 14 ~ 5497.60 hours. The total lodestar for the Weintraub Firm is $2,830,293.05, consisting of 15 ~ $2,703,914.95 for attorneys' time and $126,378.10 for professional support staff time. 16 8. The Weintraub Firm's lodestar figures are based upon the firm's billing rates, 17 ~ which rates do not include charges for expense items. Expense items are billed separately and 18 such charges are not duplicated in the firm's billing rates. 19 9. As detailed in Exhibit 2, the Weintraub Firm has incurred a total of$88,379.73 20 ~ in un-reimbursed expenses in connection with the prosecution of this litigation. These 21 expenses include: (1) travel; (2) delivery charge; (3) professional services rendered; (4) 22 service;(5) court reporters/transcript/video;(6) filing fee;(7) express mail;(8) miscellaneous 23 costs;(9) Lexis computer legal research;(10) printing of documents;(11) duplications and 24 telecommunications;(12) copy charges; and (13)telephone and long distance charges. All of 25 these expenses were normal for this type of litigation and would have been billed to the clients 26 if this had been an hourly case. The expenditures were also reasonable and necessary. 27 ~ These records may include information concerning privileged and/or confidential attorney-client communications or work product. 28 {00063350.DOCX;} DECLARATION OF MARVIN GELFAND IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES 1 10. The expenses incurred in this action are reflected on the books and records ofthe 2 ~ Weintraub Firm, which are available at the request ofthe Court. These books and records are 3 prepared from expense vouchers, check records and other source materials and represent an 4 accurate recordation ofthe actual expenses incurred. Third-party expenses are not marked up. 5 11. By agreement between Plaintiffs' Counsel, the Weintraub Firm is not charging 6 separately for the following costs and expenses: secretarial and clerical overtime, including 7 their meals and local transportation; after-hours HVAC; word processing; secretarial/clerical 8 time for document preparation; time charges for routine copying, faxing or scanning; 9 incoming/outgoing fax charges; office supplies (such as paper, binders, etc.); special 10 publications; continuing legal education seminars; working meals for attorneys (with the 11 exception of meals with clients, expert or other witnesses, or meal expenses for meetings 12 between Plaintiffs' Counsel); and local overtime meals and transportation for attorneys. 13 12. With respect to the standing of counsel in this case, attached hereto as E~ibit 3 14 is a brief biography of the Weintraub Firm and attorneys in the Weintraub Firm who were 15 principally involved in this litigation. 16 13. Plaintiffs' counsel also seeks approval ofincentive payments of$25,000 to each 17 ~ ofthe four representative plaintiffs, Douglas Hall, Steven Heimoff,Peal Gardner,President of 18 Bottlebrush Financial, Inc., general partner of Bottlebrush, and Robert Glusman, general 19 partner of Leghorn. I can personally attest that I spent substantial hours in working with the 20 ~ lead representative plaintiffs, specifically Pearl Gardner and Robert Glusman, whose 21 assistance in the cases was significant and instrumental. The incentive payment to them is 22 justly deserved. 23 I declare under penalty of perjury under the laws of the State of California that the 24 foregoing is true and correct. Executed this 19th day of January 2017 in Los Angeles, 25 California. 26 27. 28' {00063350.DOCX;} 3 DECLARATION OF MARVIN GELFAND IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES EXHIBIT 1 TO GELFAND DECLARATION 1 EXHIBIT 1 2 Bottlebrush Investments, LP v. The Lambeth Company, et al., Case No. BC407967 Leghorn Investments, Ltd. v. Brighton Investments, et al., Case No. BC408661 3 Hall v. Chais, et ~1., Case No. BC413820 Heimoff v. Claais, et al., Case No. BC413821 4 WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN LAW CORPORATION 5 TIME REPORT —Inception through January 3, 2017 6 7 8 Total Hourly Total Name Hours Rate Lodestar 9 PARTNERS/SHAREHOLDERS: 10 12 13 14, ►~ ~ ,~~ ►~. ~ - s 15 ~i` - ~ s 16 ~''~ ~ s~ 17 .' ~ ~ .. ~. ~~ .~ ► • 18 G ~ ~~1~~ ~G ~ ~uJ.~~e 19 ~~~iiliTiT■\~/1'R 15 20 ~~ 1/s ~~ s 21 ►/s~~. ~i ~ : '~ ~~ 22 0 ~ ~'- s ~. 23 24 25 26 27 28 {00063350.DOCX;} 4 DECLARATION OF MARVIN GELFAND IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES 1 . ~ / , • ~ 1 2 . .. ~ ~ ~1'', 1 11 ', •c . 11 ~ ~ • '~ 1 11' '~: 1 11 3 ~~►~1' 4 .. ~ ~ ..~. 5 ~ • - • 1 '~ 1 11 '~ •~ ITI' ~ • - ~ 1 '~ 1 11 fig i' 1! 11 6 ~ ~. ~ • . 1 1 fig 1 11 '~ 1 11 ~-~ - 1I~ -~~ 7 1i~ :1 11 fig 11 ITV t-~ - ►~~ -~• 1 '~ ~~11' '~ • 11 8 t-~ -u~- • ••1 '~ ITI''~ • 1 ~-~ - ►~~ -~. 1 1 '.1 11 fi~l 11 9 ~~- C~ -~~ ~ '~ 11 '~ ~• •1 10 ~ ~ - ~ .. ~1''~ 11 11 '~ 1 1~ 11 t ~' .I ', 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 {00063350.DOCX; } DECLARATION OF MARVIN GELFAND IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES EXHIBIT 2 TO GELFAND DECLARATION 1 EXHIBIT 2 2 Bottlebrush Investments, LP v. The Lambeth Company, et al., Case No. BC407967 Leghorn Investments, Ltd. v. Brighton Investments, et al., Case No. BC408661 3 Hall v. Chais, et al., Case No. BC413820 Heimoff v. Chais, et al., Case No. BC413821 4 WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN LAW CORPORATION 5 EXPENSE REPORT —Inception through January 3, 2017 6 7 Categories: Amount 8 Travel $7,455.84 Delivery charge $60.00 9 Professional services rendered $5,001.30 10 Service $9,000.28 11 Court Reporters/Transcript/Video $21,154.85 Filing fee 12 $90.00 Express Mail $305.74 13 Miscellaneous Costs $12,183.81 14 Lexis Computer Legal Research $27,552.11 15 Printing of Documents $2,328.50 Duplications and Telecommunications $17.50 16 Copy charges $3,200.00 17 Telephone and Long Distance Charges $29.80 18 TOTAL $88,379.73 19 20 21 22' 23 24~ 25 11 26 27 28 {00063350.DOCX; } 6 DECLARATION OF MARVIN GELFAND IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES EXHIBIT 3 TO GELFAND DECLARATION 1 EXHIBIT 3 2 Bottlebrush Investments, LP v. The Lambeth Company, et al., Case No. BC407967 Leghorn Investments, Ltd. v. Brighton Investments, et al., Case No. BC408661 3 Hall v. Chaffs, et al., Case No. BC413820 Heimoff v. Chaffs, et al., Case No. BC413821 4 WEINTRAUB TOBIN CHEDIAK COLEMAN 5 GRODIN LAW CORPORATION RESUME AND BIOGRAPHIES 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 {00063350.DOCX; } DECLARATION OF MARVIN GELFAND IN SUPPORT OF PLAINTIFFS' MOTION FOR FINAL APPROVAL OF DERIVATIVE SETTLEMENT AND FOR ATTORNEYS' FEES AND REIMBURSEMENT OF EXPENSES ABOUT WEINTRAUB TOBIN Weintraub Tobin is a law firm that is a lot like our clients —energetic, driven and supportive of the communities in which we live and work. In fact, the number of communities we call "home" has increased recently. On January 1, 2012, Sacramento's Weintraub Genshlea Chediak merged with San Francisco's Tobin &Tobin, the oldest practicing law firm in California. The firm merged with highly-respected attorneys from the Beverly Hills entertainment and business law firm of Weissmann Wolff Bergman Coleman & Grodin in July 2012. In 2014, Weintraub Tobin merged with the preeminent litigation firm of Waldron &Bragg, based in Newport Beach. On January 14, 2015 Weintraub Tobin expanded its practice even further with the opening of its fifth office in San Diego. Now with more than 70 lawyers, strategically located in five cities across the state, Weintraub Tobin is one of the most dynamic law firms in California. We specialize in business, corporate and securities law; labor and employment law; real estate finance and transactional work; entertainment, new media and intellectual property law; and business litigation. Our practice is focused on the needs of our clients and the business community. Long- term client relationships underscore our experience, quality, consistent service, style and strong team approach. We have seen dynamic growth and increased sophistication in the companies and individuals we represent. As our communities evolve, so do our practice areas. Our strong relationships with high-quality law firms around the world extends our reach internationally. We know that no two clients are the same and we tailor our approach to meet each client's needs. From individuals to large multinational entities, we help a diverse group of clients identify their changing legal and business needs, and work with them to obtain the results they want. Weintraub tobin About Us: Weintraub Tobin is a law firm that is a lot like our clients —energetic, driven and supportive of the communities in which we live and work. On January 1, 2012, Sacramento's Weintraub Genshlea Chediak merged with San Francisco's Tobin & Tobin, the oldest practicing law firm in California. On July 1, 2012, they merged with highly-respected attorneys from the Beverly Hills entertainment and business law firm of Weissmann Wolff Bergman Coleman & Grodin. On January 1, 2014, Weintraub Tobin merged with the preeminent litigation firm of Waldron &Bragg, based in Newport Beach. January 14, 2015 Weintraub Tobin expanded its practice even further with the opening of its fifth office in San Diego. Now with more than 70 lawyers, strategically located in five cities across the state, Weintraub Tobin is one of the most dynamic law firms in California. We specialize in business, corporate and securities law; labor and employment law; real estate finance and transactional work; entertainment, new media and intellectual property law; and business litigation. Our practice is focused on the needs of our clients and the business community. Long-term client relationships underscore our experience, quality, consistent service, style and strong team approach. We have seen dynamic growth and increased sophistication in the companies and individuals we represent. As our communities evolve, so do our practice areas. Our strong relationships with high-quality law firms around the world extends our reach internationally. We know that no two clients are the same and we tailor our approach to meet each client's needs. From individuals to large multinational entities, we help a diverse group of clients identify their changing legal and business needs, and work with them to obtain the results they want. About Weintraub Genshlea Chediak Founded in 1978, Weintraub Genshlea Chediak went on to become a robust regional firm specializing in corporate transactional work, real estate transactional work and business litigation. Recognized nationally for its expertise, the firm has experience representing clients throughout California. About Tobin &Tobin A young Irish immigrant, Richard Tobin, was among the men who established The Hibernia Savings and Loan Society in 1859. After just 10 years in San Francisco, Tobin's career was made. Elected the society's attorney, he — or rather his firm, Tobin &Tobin —served the organization for 130 years, as it became The Hibernia Bank and was eventually acquired by the old Security Pacific National Bank. In 2002, Tobin & Tobin, the firm he founded, celebrated its sesquicentennial anniversary. Over the years, the firm expanded in a variety of directions, meeting the litigation and business needs of a diverse range of clients. About Weissmann Wolff Bergman Coleman & Grodin The attorneys of Weissmann Wolff Bergman Coleman & Grodin, founded in 1981 in Beverly Hills, specialize in the entertainment industry, new media and intellectual property, advising clients throughout the world in all aspects of their businesses. In addition to entertainment industry activities the firm also has extensive business and litigation experience. About Waldron &Bragg Originally founded as Waldron &Olson in 1997 and later becoming Waldron &Bragg in 2009, the attorneys of Waldron &Bragg specialize in business and civil litigation, commercial real estate litigation, fiduciary duty/partnership disputes and bad faith litigation. The attorneys have an exceptional reputation for their trial experience that is an excellent addition to our existing practice. The combination of our firms represents our shared commitment to continually provide the highest quality legal services to our clients. Litigation Weintraub Tobin attorneys provide advice and guidance to clients to avoid litigation whenever possible. When litigation and dispute resolution are necessary, clients rely on us to get their disputes resolved. Disputes We represent clients in arbitrations and mediation, and regularly use alternative dispute resolution techniques to resolve matters quickly. We determine how each particular matter fits into our clients overall business plans. Our services are tailored to be efficient, practical, and creative. The ultimate goal is to reach an early resolution of the matter with the most cost-effective result. Trials A mainstay of our practice is business litigation. We represent both local and national businesses — plaintiffsand defendants — in state and federal courts. We have a detailed history of success in litigation matters. Antitrust and Unfair Competition Our attorneys represent both plaintiffs and defendants in cases brought under federal antitrust laws, such as the Sherman Act and the Robinson-Patman Act, and state antitrust laws, such as the Cartwright Act and the Unfair Practices Act. We also handle state law unfair competition cases, such as the Unfair Competition Act and the False Advertising Act, and related business torts. Business Disputes Our business litigation attorneys represent individuals and businesses in the resolution of a broad range of disputes. We represent plaintiffs and defendants in both state and federal courts. We also represent our clients in arbitrations, mediations, and other alternative dispute resolution proceedings. Financial Institutions Representing national banks, community banks and other financial institutions in litigation matters since 1978, our attorneys handle a broad range of litigation involving every facet of banking—retail operations, bank deposits and collections, lender liability, credit reporting, premises liability, and unfair competition, among other areas. Environmental Our attorneys are experienced in matters that include the prosecution and defense of actions to establish responsible parties under state and federal law and actions to secure and/or allocate contribution of remediation costs and to recover damages. Our diverse representation includes, CERCLA and RCRA cleanup actions, environmental insurance coverage disputes, claims involving personal injuries from hazardous air emissions and groundwater contamination, professional negligence actions against environmental consultants, and cases brought under state and federal laws governing underground storage tanks (USTs), as well as CEQA compliance litigation. Insurance Our attorneys represent a variety of insureds in construction defect, real property, business and tort claims. We also represent surety companies and their principals in construction and bond-related litigation. Our firm is experienced in assessing and litigating insurance coverage and bad faith claims. 400 Capitol Mall, 11th Floor Sacramento, CA 95814 wei ntra u b to b i n 916.558.6000 www.weintraub.com LITIGATION MATTERS The litigation department has tried and resolved complex matters in a variety of industries and practice areas. Our experience in Employment and Probate matters are summarized under those practice areas. Following is a sample of just some of the other matters we have successfully resolved. General Litigation • Represented client who sold its business subject to an earn-out provision in the contract. Buyer refused to honor the earn-out obligation, resulting in a year-long trial and a $24 million verdict in favor of our client. After reversal in the court of appeal, a second eight-month trial was resolved by a substantial confidential settlement. • Represented former shareholders seeking amulti-million dollar earn-out payment against a Fortune 500 company due under a stock purchase agreement. The dispute was arbitrated under a mandatory arbitration provision, resulting in a complete verdict on behalf of our clients for the full amount of the earn-out payment plus attorneys' fees and costs. • We represented our client, a former owner of a graphics company, in a multi- million dollar breach of executive employment contract against the graphics company and various related entities, including a venture capital company that invested heavily in the employer company and sought to protect its investment by taking total control of the company away from our client. The case settled before trial for $9.1 million. • Our client was a former employee in a lawsuit against AT&T Mobility for indemnity under Labor Code section 2802. Trial resulted in a verdict against employer for $1.6 million. Judgment was upheld on appeal. • Obtained defense verdict in six-week jury trial versus religious order, establishing that claims of sexual abuse by two plaintiffs were false claims. • Represented a national bank in an accounting malpractice trial for damages suffered as a result of a failed audit of the bank's borrower. Jury returned a verdict on behalf of our client against the Big Four accounting firm in an amount in excess of $3 million, with factual findings entitling our bank client to punitive damages. {1736307.DOCX;} Page2of9 • Obtained $60 million verdict for NYSE client in court trial (Philadelphia, PA). • Represented 21 employees of Commercial Capital Bank in trade secret misappropriation lawsuit filed by former employer, Comerica, which resulted in favorable settlement for clients (San Francisco County, California). • Obtained a defense verdict for NYSE client in a logistics case. • Represented foreign and national banks in $250 million media investment fund for Chinese element media projects. • Represented national bank with regard to EB-5 Visa investments for foreign nationals. • Won summary judgment against employee asserting a disability discrimination claim where client was exposed to damages of $3 million to $5 million (based on awards on similar facts). • Represented national public transportation management company in action against the members of a bankrupt public interest corporation for unpaid services provided to the corporation. Prevailed over many motions to dismiss and other legal challenges presented by the members in the bankruptcy court. Thereafter, the members settled the case, resulting in amulti-million dollar recovery for the client. • Obtained an early dismissal with prejudice on behalf of publicly-traded company in securities class action lawsuit. • Successfully settled claims against the City and County of San Francisco arising out of the death and injury to three young men at the San Francisco Zoo by a tiger that escaped her enclosure; successfully settled a claim against the City of San Francisco by a zookeeper who was severely injured by the same tiger during feeding one year earlier. • Obtained summary judgment for California Fair Political Practices Commission in an abuse of process action brought by a Nevada "robo-caller' alleged to have assisted local candidates with violations of California's political campaign laws (Las Vegas, Nevada). {1736307.DOCX;} Page3of9 • Represented Sacramento-based charter school company and obtained a jury verdict with punitive damages against charter school competitor for unfair competition. • Prosecuted numerous cases involving breach of distributorship contracts against non-complying and wayward distributors. • Represented numerous businesses challenging state and local public contract bid procedures and awards. • Represented MV Transportation in a writ of mandate action claiming that City of Lynwood violated public transportation contract law and resulted in a settlement that allowed client to maintain public transit contract for city (Los Angeles County, California). • Successfully represented regional HVAC company against plaintiff class action seeking to hold it liable under a theory of successor liability fora $4 million judgment against a company whose assets it had acquired (Sacramento County, California). • Obtained dismissal of former executive of Canadian roofing the company from warranty class action who was accused under an alter ego theory (Eastern District of California). II. Fiduciary Duties and Corporate Governance • Represented helicopter parts manufacturer in an arbitration with a minority partner concerning rights arising under an asset purchase agreement and operating agreement. Our client sued the minority partner for breach of representations and warranties concerning assets contributed by the minority partner. The minority partner sued for breach of fiduciary duties under the partnership agreement. We obtained a million dollar award against the minority partner and prevailed on the breach of fiduciary duties claims by the minority partner. • Represented general partner in an arbitration initiated by a minority limited partner concerning access to partnership records and confidential information. Prevailed in arbitration and awarded attorneys' fees. • Obtained arbitration award on behalf of minority member against majority member of a real estate development LLC related to valuation rights, accounting, and liquidation value after majority member wrongfully terminated LLC. {1736307.DOCX;} Page4of9 • Represented substantial Silicon Valley developers as plaintiffs in a lawsuit against a general partner of a limited partnership for breach of fiduciary duty, mis- management, and fraud. The partnership owned substantial commercial properties in the greater Sacramento area. Sei-tlement involved complicated accounting and tax issues and ultimately settled with our clients being distributed the partnership assets. • Extensive representation of both plaintiffs and defendants in numerous actions involving corporate and partnership issues, including breach of fiduciary duty, misappropriation of assets and opportunity, mismanagement, minority shareholder disputes, and dissolution and accounting. III. Real Estate Disputes • Obtained defense verdict in 1 1 -day binding arbitration, representing real estate developer who was accused of falsely representing the permitted use of two commercial condominiums in downtown San Francisco under local zoning laws. Post-award, successfully obtained judgment in superior court confirming the award. • Represented a restaurant owner/tenant in a dispute against a commercial property owner for breach of certain contractual obligations regarding customer parking. Trial resulted in a verdict in excess of $10 million for our client. The case settled in an amount favorable to our client. • Successfully represented the Sacramento region's largest land developer in a highly-publicized rescission action brought by a public entity alleging the developer misrepresenting the value of land sold during the height of the real estate market. Seller cross-complained for breaches of the public entity's post-closing obligations. After establishing the seller had not made any representations and the public entity was fully aware of the risks associated with the purchase, the public entity paid the Seller's attorney's fees in excess of $500,000. • Our clients are restaurant owners/tenants in claims against a commercial property owner, which is a subsidiary of a major bank, for breach of an agreement involving a parking dispute. After the first phase of trial was determined in favor of our clients, the case settled in an amount favorable to our clients. {1736307.DOCX;} Page5of9 • Successfully defended a partition action and engineered the division of assets related to a 9,500-acre agricultural operation located in Colusa, California, owned for over 130 years by an extended family in over 30 trust entities. The real estate issues involved to bring about the division of the land interests included compliance with the Subdivision Map, Parcel Map, and lot line adjustments in order to create new legal parcels from the existing ranches. The dispute also involved the division of substantial water and mineral interests. • Successfully represented the Cal Neva Resort located in Lake Tahoe in obtaining valuable business activity related prescriptive easements over neighboring property. The case was extensively litigated and the easements and encroachments confirmed after a three week trial. The judgment in Cal Neva's favor was appealed, and the firm successfully defended the judgment through appeal. • We represent a client in a real property development partnership/breach of contract dispute. The first trial resulted in amulti-million dollar verdict in favor of our client. The case was appealed and has been remanded to the trial court on the issue of damages. • Represented Beverly Park (wealthiest community in Los Angeles) and won a major easement dispute after athree-month trial. • We represented defendants in a multi-million dollar property dispute. Trial resulted in a defense verdict against plaintiff's claims and a $500,000 award to our clients on the clients' cross-complaint. • Successfully represented a developer against of apublicly-traded homebuilder in a breach of an assignment agreement related to a nearly 700-acre development considered to be the last large developable residential/mixed-use project in the San Francisco Bay Area. Because of the market downturn, the homebuilder attempted to use a pretext to terminate the Assignment Agreement, and the developer sought specific performance. A favorable out-of-court settlement was reached. • Defended real estate purchaser against claims of seller alleging breach of land purchase agreement, fraud, and conversion of personal property. Defeated most claims on summary judgment and prevailed after trial on the fraud and conversion claims. Successfully recovered attorneys' fees and costs and upheld verdict and award of attorneys' fees and costs on appeal. {1736307.DOCX;} Page6of9 • Successfully defended a commercial tenant from its landlord's efforts to terminate two 99-year leases over a very desirable 25-acre commercial property in Roseville, California. We successfully prosecuted across-complaint against the landlord, which resulted in an award of damages against the landlord and an award of attorneys' fees after athree-week trial. Additionally, the Court ordered reformation of the leases, requiring the leases to be consolidated on the terms most favorable to the tenant because we were able to establish that the landlord violated the Subdivision Map Act. • Represent the Commercial and Investment Property REO division of Wells Fargo Bank in post-default ownership and lease issues in order for the bank to sell these formerly distressed properties. • Represented major financial institution on $30 million construction loan to finance development of 34 condominiums in Pacific Heights (San Francisco). • Successfully appealed a summary judgment issued against the damaged landowner in a wildfire lawsuit prior to retention of the Weintraub firm. Subsequent discovery and mediation resulted in very favorable settlement compensating landowner for destroyed timber. • Successfully represented Shea Homes against allegations of violations of California's new home subdivision processes, misrepresentations in sales contract, and other malfeasance at a multi-phase trial related to a development it has acquired in San Jose, California. IV. Intellectual Property • Represented regional company at trial against copyright claims brought by an independent computer programmer regarding claimed copyrights in custom software created for our client. Prosecuted a counterclaim against the programmer, alleging joint authorship, breach of contract, and fraud. Trial was conducted in Los Angeles federal court, resulting in a complete verdict on behalf of our client, defeating the consultants' copyright claims and prevailing on the cross-complaint, resulting in a substantial monetary judgment, plus attorneys' fees and costs. {1736307.DOCX;} Page 7 of 9 • Successfully arbitrated claims initiated by our client, ahigh-tech engine design and manufacturing firm, against international company related to breach of technology design and development agreement and misuse of intellectual property. Arbitration award for our client for the amount of damages and prohibition against use of intellectual property, plus attorneys' fees and costs. • Successfully defended retired title insurance executive in four-month jury trial in a case involving claims of trade secret misappropriation and unfair competition filed by North American Title Company (Contra Costa County, California). • Represented electronic device and software manufacturer in claims for trademark infringement, counterfeiting, and unfair business practices against distributor. After filing motion for preliminary injunction, defendant voluntarily withdrew the infringing product from the marketplace and, after discovery, agreed to settle the case for a monetary amount favorable to our client. • Successfully obtained insurance coverage and defended various nonprofit organizations against claims that our clients' marketing materials violated other charities' trademarks and/or confidential business information. • Defended residential developer in claims brought by former home designer alleging copyright infringement resulting from modification and re-use of old design plans. • Defended California-based importer, manufacturer, and marketer of tanning beds against claims by foreign manufacturer for trademark cancellation and miscellaneous business torts. We filed a counterclaim on behalf of the client for validity of mark, breach of contract, defective products, and breach of warranty related to the foreign manufacturer's product. Case settled favorably with no impact on client's business. • Represented aCalifornia-based exporter of patented plant varieties against foreign propagator for breach of propagation agreement and advanced selection contract, breach of fiduciary duty, and related claims of business interference. The dispute involved international conflict of laws and international plant patents. The case resolved favorably prior to trial. • Defended apparel manufacturer against claims concerning corporate mismanagement and ownership of trademarks, trade dress, and copyrights. {1736307.DOCX;} Page8of9 • Represented large multi-level marketing company in a trade secret misappropriation case and obtained an injunction and favorable settlement against competitor and former employees (Reno, Nevada). • Represented plaintiff in case against real estate developer for infringement of our client's trademark for hotel and casino services. Case settled favorably for our client after mediation. • Represented defendants in case of alleged infringement of plaintiff's trademark for clothing by our client's use of mark for night club and lounge services. Settled early and favorably. • Represented plaintiff owner of "Buffalo Bill Cody Beer' trademark against user of "Buffalo Bill Beer' in Cody, Wyoming. Settled favorably for our client. • Represented defendant in case alleging infringement of plaintiff's "24-Hour' mark. Settled favorably at mediation. • Represented plaintiff in case over infringement of plaintiff's design patent for a watch. Settled favorably for plaintiff. • Represented plaintiff in declaratory judgment action over the alleged infringement of defendant's patent for biocides used in food processing and agricultural water treatment. Resolved favorably for our client. • Represented plaintiff in case for digital distribution of our client's copyrighted content. Obtained judgment against copyright infringer. • Represented defendant in case for use of copyrighted images on website. Settled on very favorable terms for our client. • Represented plaintiff in breach of contract and negligence case over plant seed DNA analysis. Settled favorably after mediation. V. Environmental Disputes and Counseling • Obtained summary judgment in at least two environmental cases where the owners of the closely held corporations were alleged to be the alter ego of the polluting corporations. {1736307.DOCX;} Page9of9 • Represented hazardous waste trucking company in private cost recovery CERCLA litigation. Negotiated nuisance value settlement during mediation as a result of successful discovery strategy. • Represented plaintiffs and defendants in numerous environmental litigation matters involving CERCLA, underground storage tanks, air quality, and groundwater contamination. {1736307.DOCX;} MICHAEL BERGMAN i~ 310.858.7888 mbergman@wwllp,com Michael Bergman is one of the founding partners of the firm and the senior member of the litigation department. Mr, Bergman specializes in the handling of complex intellectual property cases and business disputes affecting companies and individuals involved in various aspects of the entertainment industry. He is a member of the California and New York bars and has extensive experience in the state and federal courts of those and other states. Mr. Bergman has represented motion picture studios, television and cable networks, production companies and publislHers, as well as producers, directors and actors. Mr. Bergman received his B.A, from Syracuse University, his L,L.B from the N.Y.U. School of Law, where he was Order of the Coif and Editor of fihe Law Review, and served as Law Clerk to the Chief Judge of the Eastern District of New York.. Mr. Bergman has been selected for inclusion in. • Hollywood Reporter Top 100 "Power Lawyers" • Southern California "Super Lawyers" • Southern California "Best Lawyers" • Corporate Counsel Edition of "Super Lawyers" • AV Peer Rated 02009 WWBCGE. All Rights Reserved. Sherry 5. Bragg weintraub~tobin Shareholder [email protected] t: 949.760.0204 f: 949.760.2507 Sherry S. Bragg is a shareholder in the firm's Litigation Practice and Employment Law Groups, the firm's former Administrative Managing Partner, and a member of the firm's Board of Directors. As an AV-rated attorney, Sherry has represented both plaintiffs and defendants in a wide variety of business disputes and tort cases for 28 years. Sherry has tried, co-tried and arbitrated a significant number of high-value cases to conclusion, and has successfully orchestrated the settlement of many others. In her many years of practice, Sherry has represented plaintiffs and defendants in both state and federal court, and in administrative actions. She has successfully prosecuted and settled multi-million dollar breach of contract, breach of fiduciary duty, and fraud claims, and she has defended and won complex business-related cases involving Education contract, J.D., University of California, partnership, and employment disputes. Sherry also has extensive Los Angeles, School of Law, experience on issues involving contractual and statutory attorneys' 1987 fees, having prepared and prevailed on many attorneys' fee motions involving recoveries ranging from several hundred thousand dollars to B.A., cum laude, University of several million dollars. Sherry's litigation practice also includes an active California, Los Angeles, 1984 appellate practice. She has briefed and won appeals involving issues Bar Admissions relating to attorneys' fees, indemnity obligations, contractual agreements, California and arbitration-related matters. Court Admissions Sherry comes to us from Waldron &Bragg, where she managed both All State and Federal District Courts in California her litigation practice and the law firm. Prior to joining Waldron &Bragg, Sherry worked as an associate with the Santa Monica law firms of Haight, Affiliations &Awards Dickson, Brown & Bonesteel and Dickson, Carlson & Campillo, where Orange County Bar Association she represented a number of large pharmaceutical companies, including Merrell Dow Pharmaceutical Company and the Upjohn Company, in Masters Division, Orange products liability County Bar Association - lawsuits throughout the western region of the United Member ofthe Board of States. Sherry's current practice focuses on a variety of business disputes, Directors including issues involving real property, partnerships and corporations, trade secrets, employment and labor, professional negligence, bad faith Orange County Women insurance practices, banking practices, and various other contractual Lawyers Association disputes. Her clients include companies, business owners, home owner Orange County Hispanic Bar associations, and individuals. Association In addition to an active law practice, Sherry is dedicated to the education Orange CountyAsian American and training of law students and young attorneys in the local community. Bar Association She serves as a mentor to law students at the University of California, Thurgood Marshall Bar Association Sherry S. Bragg Weintraub tobin Shareholder Irvine School of Law and at Chapman University Fowler School of Law, Affiliations &Awards(cont.) and to young lawyers throughout the Orange County Bar Association's Mentorship Program. Association of Business Trial Lawyers, Orange County Chapter - Sherry is also involved in various legal and community organizations. Past Board Member I She currently serves as a Board of Member of Human Options, a local Orange County Mandatory Fee charitable organization that works to break the cycle of domestic violence Arbitration Panel - by providing safe haven and life changing programs to help abused Arbitrator I women, their children and families rebuild their lives. She also serves as Court Appointed Special Advocate (CASA) for children who are under the Human Options - Member of the i jurisdiction of the Dependency Court. She is a Member and former Board Board of Directors Member of the Association of Business Trial Lawyers. She is a Member Peter M. Elliot Inn of Court - of the State Bar of California, the Orange County Bar Association, and the Treasurer National Asian Pacific American Bar Association, and is a Fellow with the Orange County Bar Foundation. She also serves as a fee arbitrator with the Orange County Bar Foundation - Orange County Mandatory Fee Arbitration Panel. Fellow Sherry has authored and co-authored various articles, including: "Opposing Fee Motions -Finding the Reason' in Reasonable;" "When is a Prevailing Party Broker Entitled to Recover Attorneys' Fees?," "Medical Devices: The Duty to Warn and the Adequacy of the Warning;" "Joint Defendants Beware: Protecting Your Privilege in Shared Information;" "Attorney-Client and Work-Product Privilege in a Joint Defense Context;" "Toxic and Hazardous Substances and Environmental Law: Annual Survey." Sherry was born in the garden isle of Lihue, Hawaii. She received her B.A. (cum laude) in Psychology with a minor in Organizational Studies from the University of California, Los Angeles and her Juris Doctorate from the University of California, Los Angeles School of Law. In her spare time, Sherry enjoys cooking, hiking, traveling, spending time with her husband, and visiting her three children at college. Sherry 5. Bragg Weintraub ~tobin Shareholder Representative Cases: Sherry has successfully represented companies, business owners, home owner associations, and individuals in a variety of business-related lawsuits and appeals. Below are a few of her representative cases: • Obtained judgment for client in excess of $1.6 million in lawsuit against major telecommunications company involving indemnity claim arising out of contractual indemnity agreement and Labor Code 2802. Successfully defeated appeal seeking to overturn the judgement. • Obtained defense verdict and judgment for client on successful cross-claim at trial involving claims for, among other things, breach of contract, including Marvin claim, fraud, deceit, and conversion in excess of $5 million. • Secured a favorable settlement for car dealer client after commencement of trial in a case brought by lender involving claims of slander of title, conversion, and claim and delivery arising out of the purchase and sale of over 20 Lamborghini vehicles. • Negotiated a favorable and creative resolution for homeowner association client after commencement of trial in a case where the landlord sought to evict the senior citizen residents in order to subdivide and redevelop the property by economically forcing them out of their homes pursuant to a contractual appraisal process. • Obtained aseven-figure settlement for client prior to trial in business dispute between an owner of a company and various investors involving allegations of breach of contract, fraud, wrongful foreclosure, and slander. • Negotiated amulti-million dollar settlement prior to litigation in a Ponzi scheme case pursued on behalf of investors of a defunct investment company against various law firms who were alleged to have aided and abetted the actions of the investment company. Marvin Gelfand Weintraub Itobin Shareholder mgelfandfdweintraub.com t: 310.860.3325 f: 310.550.7191 ' A shareholder in the firm's Litigation department, Marvin Gelfand represents numerous institutional and other business clients in a broad variety of endeavors. His representative clients include businesses in the ' entertainment, manufacturing, electronics, wine importation/distribution, !~ ~ healthcare, trucking, furniture,jewelry, toys and clothing industries. He also represents several labor and employment leasing companies. Business, commercial and employment matters, and the creation and protection of intellectual property rights are major focus areas in Marvin's litigation practice. He has successfully represented numerous clients before the Trademark Trials and Appeals Board of the United States Education Patent and Trademark Office in a variety of proceedings, as well as in the J.D., University of Southern United States District and Circuit Courts. Marvin's representation of many California School of Law, 1972 entrepreneurs has led to a specialty in estate planning for high net worth B.A., California State individuals and their families. University, Northridge, 1969 In the late 1980s Marvin became involved in the alternative energy field, and Bar Admissions was widely recognized as one of the most knowledgeable and successful California attorneys in wind energy litigation, including service as an expert witness Court Admissions and international arbitrator, He also served as general counsel to one of Several district courts the most prominent athletic events in the City of Los Angeles for more than throughout the United States 20 years, and sits on the board of directors of numerous for profit and not for profit corporations and organizations. Affiliations and Awards: Los Angeles County and American Bar Associations Marvin received his Bachelor of Arts degree from California State University in 1969, and his Juris Doctor degree from the University of Southern State Bar of California California School of Law in 1972, He has served as a Judge Pro Tempore of the Los Angeles Municipal Courts, and as a mediator for the Los Angeles AV~PREEMINENT'~ County Court's alternative dispute resolution program. He is a member of ~ Ma~Undale-Hubbell' 2nryer Ralinys the State Bar of California, the American Bar Association, the Los Angeles County Bar Association, and has served on various committees and sections including Litigation, Intellectual Property Law and Estate Planning. As an adjunct to the practice of law, Marvin devotes considerable time to key leadership roles in local and national charitable organizations. 1/5/2017 WWBCGE: Weissman Wolff Bergman Coleman Grodin & Evall LLP: Steven Glaser OCT t !IfI N~It 191: +1!1: http://www.weiss mannwolff.com/V~M/BCG E_attorneys_StevenG laser.html Go ~Ia9gaC~~2Cni~~ 4 captures f: Jul 10 - 1G Sep 1' ~ :►~ 2011 i Attorneys .' ,. Steven Glaser _- STEVEN GLASER 310.860.3322 [email protected] Steven Glaser is a partner in the firm's litigation department and provides legal services to a broad based business clientele, with an emphasis on intellectual property, entertainment and insurance matters. Mr. Glaser has successfully litigated countless business disputes in state and federal courts, both at the trial level and in the courts of appeal. Mr. Glaser is admitted to practice before all California State Courts, the United States Courts for the Ninth Circuit, and the United States Supreme Court. Born and raised in Los Angeles, California, Mr. Glaser received his B.A. in English from the University of Southern California at Los Angeles in 1981, and his J.D. from the University of Southern California Law Center in 1985, where he received honors for legal writing and his participation in the Hale Moot Court Honors Program. Mr. Glaser's clientele includes publicly traded and privately held finance, entertainment, technology, automotive manufacturing, jewelry, real estate, and energy companies. In addition to practicing law, Mr. Glaser has lectured on protecting the legal rights of the disabled. Download Bio 02008-2009 WWBCGE. All Rights Reserved. https://web.archive.org/web/20100718095147/http://www.weissmannwolff.com/WWBCGE_attorneys StevenGlaser.html 1/1 Keith A. Kandarian Weintraub tobin Shareholder kkandarian(~weintraub.com t: 415.772.9620 f: 415.433.3883 Keith started his practice as a trial lawyer. He represented financial institutions for most of his career, but enjoys representing individuals and small business owners, medical groups, artists, architects, museums, wineries, CPAs, investors and trust administrators in a wide range of topics. He now concentrates on corporate work, and believes his litigation experience provides insight into how transactions can go bad and the potential minefields to avoid when structuring many business deals. His career goal has been, and continues to be, to build long-term client Education relationships, founded on confidence, trust and sensible legal advice. J.D., Southwestern School of Law, 1977 A few representative samples are: SCALED • He has helped organize and capitalize privately-owned specialty B.A., University of Nevada, finance companies that operate as mortgage Real Estate Las Vegas, 1974 Investment Trusts (REITs1; • He was counsel to a Special Litigation Committee investigating Bar Admissions allegations of excess executive compenstion in a shareholder California derivative action; Nevada He was counsel to a Receiver appointed by the San Francisco Superior Court to oversee a tenglthy partnership dissolution; and, Court Admissions He represented the manager responsible for distribution of the U.S. Supreme Court remaining intellectual property rights of music legend Jerry Garcia. U.S. District Court of Appeals, In the now distant past, he was lead counsel in the following reported Ninth Circuit cases: Select U.S. District Courts, California and Nevada The Society of California Pioneers v. Roger Baker(1996) 43 Cal. App. 4th 774 (Jury trial resulting in recovery of a stolen museum artifact); and • Nevada National Bank v. Snyder(1992) 108 Nev. 151 (Nevada Supreme case confirming a lender's lien priority relating to a planned township in Northern Nevada). Keith A. Kandarian Weintraub tobin Shareholder He also enjoyed representing the organizers of the Mid-Summer Mo- Affiliations &Accolades zart Festival in San Francisco, as well as performing some corporate California State Bar, Business work for members of the Grateful Dead and other Bay Area musicians. Law Section Nevertheless, he considers all of his clients to be Rock Stars in their own right. Bar Association of San Francisco, Commercial Law Keith is rated AVO PreeminentTM by Martindale-Hubbell, the highest Section peer reviewed rating for ethical standards and legal ability. Mortgage Bankers Association (National) California Mortgage Bankers Association AV'~'PREEMINENT'" ~ Ma•tlndala-Hubb~IlT Dwyer Raliny~ W ALAN G. KIRIOS 310.858.7888 akirios@wwllp,com Alan Kirios is of counsel in the firm's tax and estate planning department, Mr, Kirios's areas of practice include financial and tax planning for closely held corporations, individual income, estate and gill tax planning, general business matters, international financial planning and tax litigation. He regularly advises clients in connection with the acquisition and disposition of interests in business enterprises and disputes between minority and majority owners in closely held businesses. Mr, Kirios is admitted to practice in Massachusetts and California, and before the United States District Court, Central District of California and the United States Tax Court. Recent transactions in which Mr. Kirios has advised clients include the sale of a local chain of approximately 35 coffee stores; the acquisition of a minority interest in a group of entities developing the largest assemblage of undeveloped land in the City of Los Angeles; the establishment of a group buying service for owners and operators of television broadcast stations; the organization of several technology and media "start-up" companies; the investment by a financial institution in several technology ventures; the monitoring of the administration of a $1 billion estate on behalf of a beneficiary; and the investment by a European broadcast conglomerate in a large Los Angeles based television production company. In addition, he regularly advises clients in the entertainment industry on a variety of tax matters, including major motion picture studios and a number of independent film and television production companies. Mr. Kirios has also served as an instructor at the University of Southern California Law Center Advanced Professional Program, and has lectured at the Practicing Law Institute Annual Immigration and Naturalization Institute and the UCLA Entertainment Tax Institute. Mr, Kirios attended Tuffs University and received a Bachelor of Arts in Economics. He subsequently attended Boston University School of Law, receiving a Juris Doctor degree in 1973, and New York University School of Law, receiving a Master of Laws in Taxation degree in 1977. 02009 WWBCGE, All Rights Reserved. W ANJANI MANDAVIA 310.860.3346 amandavia@wwllp,com Anjani Mandavia is a partner in the firm's litigation department, Ms, Mandavia's practice includes trial and appellate work in the state and federal courts, touching on all aspects of business litigation, but with a concentration in litigation related to the motion picture and television industries. She has been involved in a number of significant appellate matters, including representing DC Comics in DC Comics v. Winter case, which resulted in a major California Supreme Court opinion regarding First Amendment rights and the right of publicity, and representing Scholastic Entertainment Inc. in a significant published Ninth Circuit decision concerning federal copyright jurisdiction. Ms. Mandavia graduated from Stanford University in 1977 with a degree in Philosophy, and obtained her J,D, in 1980 from Boalt Hall School of Law of the University of California, Berkeley. She joined the firm in 1982, and has been a partner since 1987, 02009 WWBCGE. All Rights Reserved. Phillip R. Pollock Weintraub tobin Shareholder ppollockfdweintraub.com t: 415.772.9679 f: 415.433.3883 As a shareholder with the firm, Phil represents major financial institutions as well as smaller entities. His efficient approach, together with the firm's competitive rate structure and his ability to structure creative billing arrangements, have appealed to start-ups and family-owned businesses. The types of businesses have also expanded beyond financial services companies to include software development companies and wineries and wine marketing and distribution companies. The scope of his practice for these clients has included capital-raising transactions and merger and acquisition work, as well as organizational and governance matters. Phil's experience with the financial services industry enables him to Education interpret the many new regulations emanating from the Dodd-Frank J.D., Stanford Law School, Wall Street Reform and Consumer Protection Act in the context of the 1974; Note Editor, Stanford evolution of financial regulatory reform over time. Phil has participated in Law Review the comment process on the proposed regulations through American Bar M.B.A., Stanford Graduate Association, Section of Business Law, panels and committee comment School of Business, 1974 letters. B.A., Stanford University, 1970 During his career, Phil has sought an efficient legal result by employing Bar Admissions a "hands-on"approach, working directly with the client and involving the California specialized expertise of colleagues as the situation may demand. After receiving his J.D./M.B.A. degrees, Phil began his career in New York City New York with a large Wall Street firm, where he practiced corporate and securities law. He then returned to San Francisco to work as in house counsel with Court Admissions the corporate All Courts of the State of section of the Bank of America legal department. In this California position, working frequently with outside counsel, Phil became sensitive to the many needs and concerns of the "client" in addition to achieving a U.S. District.Court, Northern favorable legal result. This sensitivity has continued to inform and guide his District of California approach to the delivery of legal services throughout his career. U.S. District Court, Southern District of California After his in-house experience, Phil returned to private practice at the San Francisco office of a Wall Street firm. There he represented major financial U.S. Court of Appeals, Ninth institutions, many of which were involved in some aspect of the real Circuit estate mortgage industry, as originators, investors or securitizers. Clients included public and private mortgage REITs and private equity funds. Phil's practice for such clients involved public and private offerings, including securitizations, Federal and state regulatory compliance and general organizational and governance matters. Phillip R. Pollock Weintraub Itobin Shareholder Affiliations &Awards Representative Matters: American Bar Association, Issuer's counsel for the public offering of over $2 billion of mortgage- Securitizationand Structured based securities since 2010. Finance Committee -Member • Represents the manager of a group of private equity funds in raising Mortgage Bankers capital for investment in distressed mortgage assets. Association, Secondary • Represents the manager of a private equity fund with investments of Market Committee -Member over $1 billion in mortgage-backed securities. • Represented a California company in the formation of an Argentine subsidiary to an Argentine winery and vineyard property. 1/11/2017 WWBCGE: Weissman Wolff Bergman Coleman Grodin & Evall LLP: Eric Weissmann ;,r~~,~r ,.i•W~vc http://www.weissmannwolff.com/WWBCGE_attomeys_EricWeissmann.html Go APR SEP ~a~8~~~~~j~~~ 6capture , 4 Oci 10 - 20 f~dar tc III I I ~ ,, Eric Weissmann Attorneys s ~ ERIC WEISSMANN 310.858.7888 [email protected] Eric Weissmann is a partner in the firm's entertainment department, and was one of the founding partners of the firm. Mr. Weissmann represents actors, authors, directors, producers, writers and financiers. Mr. Weissmann also has extensive international experience and has represented foreign countries and state government film divisions. Mr. Weissmann started work in the legal department of MCA Artists Ltd. He then moved to the firm of Kaplan, Livingston, Goodwin, Berkowitz & Selvin, where he was the head of the Entertainment Department Mr. Weissmann also has been the head of worldwide Business Affairs for Warner Bros. Mr. Weissmann has lectured at many law schools, including Harvard, Yale, Boalt, UCLA and USC, and has been an adjunct professor of law at USC and a professor in the Peter Stark program at the USC Film School. Mr. Weissmann is a member of the Board of Arbitrators of the International Film &Television Alliance and a member of the Academy of Motion Picture Arts and Sciences. Mr. Weissmann travels extensively, participating at entertainment symposiums in foreign countries, including Russia and Australia, at the Cannes Film Festival, and has lectured for the U.S. State Department in Brazil, Bolivia and EI Salvador. Mr. Weissmann is a former president of the Los Angeles Copyright Society and was the first recipient of the Indy (Friends of Independents) Award given by the Independent Feature Project West. Mr. Weissmann is listed in numerous national and international publications naming the best lawyers in America including as a "Southern California Super Lawyer" by Los Angeles Magazine. Mr. Weissmann received both his undergraduate and law degrees from UCLA. Download Bio 02008-2011 WWBCGE. All Rights Reserved. https://web.archive.org/web/20110515034523/http://www.weissmannwolff.com/WWBCGE attorneys_EricWeissmann.html 1/1 1/5/2017 W WBCGE: Weissman Wolff Bergman Coleman Grodin & Evall LLP: Julie B. Ephraim APR OCT ~a~aac~~acni~et\tIN41t 5A 1'rlit: http://weiss mannwolff.com/W WBC G E_attorney s_J ulieEphra im.html Go . ~~~-► zo,o ~~ ~, Julie B. Ephraim Attorneys ]ULIE B. EPHRAIM 310.860.3336 [email protected] Julie Ephraim is a partner in the firm's litigation department. She specializes in entertainment litigation, including copyright, trademark, and other intellectual property disputes, First Amendment rights, defamation, and rights of publicity, and also has extensive experience in complex profit participation accounting, contract, and business tort disputes involving companies and individuals in the entertainment industry. Ms. Ephraim represents major motion picture studios, television networks, publishers, production companies, actors, writers, and directors in trials and appeals in the state and federal courts, as well as in arbitrations and mediations. She also represented DC Comics, an affiliate of Warner Bros., in a case brought by Johnny and Edgar Winter, which resulted in a leading California Supreme Court opinion regarding First Amendment rights and the right of publicity. Ms. Ephraim obtained her B.A. in history from Brown University in 1989, and graduated Order of the Coif from the University of Southern California Law Center in 1992. She is a member of the State Bar of California, and the Los Angeles and Beverly Hills Bar Associations. Download Bio 02008-2009 WWBCGE. All Rights Reserved. https://web.archive.org/weW20090614025048/http://weissmannwolff.com/WWBCGE_attorneys JulieEphraim.html 1/1 1/5✓2017 WWBCGE: Weissman Wolff Bergman Coleman Grodin & Evall LLP: Adam Hagen tN T{kNti 4~C4Ilt http://www.weissmannwolff.com/WWBCGE_attorneys_AdamHagen.html Go APR ~IaOoaeN~~nine 4 captures F;i,:r 12 ,,2 ,,Adam Hagan Attorneys ADAM HAGEN 310.858.7888 [email protected] Adam Hagen is an associate in the firm's litigation department. Mr. Hagen has represented clients in a wide range of commercial litigation and intellectual property matters, including copyright, trademark, patent, employment, contract, and unfair competition disputes. In 2004, prior to joining Weissmann, Wolff, Mr. Hagen was part of a team that obtained a jury verdict of $560 million in punitive and compensatory damages for an inventor involved in a patent infringement and licensing dispute. Mr. Hagen received his B.A. from the University of Texas at Austin in 1998 and his J.D. from the Boalt Hall School of Law of the University of California, Berkeley in 2001. While at Boalt Hall, Mr. Hagen was selected to the Moot Court Board, was an Associate Development Editor for the Berkeley Technology Law Journal, and obtained the Boalt Hall Law and Technology Certificate. Mr. Hagen was admitted to the State Bar of California in 2001. Download Bio 02008-2009 WWBCGE. Ail Rights Reserved. https://web.archi ve.org/web/20101004013022/http://www.weiss m annwolff.com/W W BC GE_attorneys_Adam H agen.htm I 1/1 1/10/2017 Biography- Diana G. Meekay ~gr~,~vtt RIICNiI'l http://www.Weintraub.com/Attorneys/Diana_Meek ay Go ~~~Cu~~j~~Q 2 captures ~1 Fec 1~ - ~~ Jul 1i weintrau Bens ea c ~~ LAW CORPORATION • Contact us Search m Diana G. Meekay Contact information: Associate [email protected] T: 916.558.6087 F: 916.446.1611 Practice Areas Litigation Real Estate Diana is an associate in the firm's Litigation group. Her practice is focused on Real Estate and Fiduciary Abuse matters. Diana earned her J.D. from the University of California, Davis. While in law school, Diana was a member of the UC Davis Business Law Journal. She was also a judicial extern for the Honorable Gary E. Ransom (Ret.) of the Superior Court. Diana also worked as a research assistant in the areas of contract and intellectual property law for Professors Andrea K. Bjorklund and Peter Lee leading to recognitions in State Immunity and the Enfo~cementoflnvestor-State Arbit~a/Awards and Contracting to Preserve Open Science: Consideration-Based Regu/ation in Patent Law. She also worked as a law clerk for a prominent private criminal defense attorney prior to obtaining her J.D. Diana earned her B.S. in Molecular, Cell and Developmental Biology from the University of California, Los Angeles. During her undergraduate studies, Diana worked as a researcher in the Dean's Laboratory of the University of California, Davis School of Medicine. Education Languages: Armenian J.D. University of California, Davis, 2010 B.S. Molecular, Cell and Developmental Related News Biology, University of California, Los Angeles, 2006 IT'S OFFICIAL - WEINTRAUB MERGES WITH SAN FRANCISCO FIRM TOBIN & TOBIN Bar Admissions California Court Admissions Eastern District of California Affiliations State Bar of California Sacramento County Bar Association https://web.archive.org/web/20120211221201/http://www.Weintraub.com/Attorneys/Diana_Meekay 1/2 1/10/2017 Biography -Diana G. Meekay ~ a s c n w r x~ w c x a+• c http://www.weintraub.com/Attorneys/Diana_Meekay Go ~d~~~C~~~~~Q 2 captures I 11 Feb 12 - 23 Jul 1: https://web.archive.org/web/20120211221201/http://www.wei ntraub.com/Attorneys/Diana_M eekay 2/2 1/10/2017 Weirrtraub Tobin rtir~~vtr x~[Ntvt http://Weintraub.com/Attorneys/Martin_Pete_Murphy Go ~~~~~~j~~Q 1 captures 28 Jui i2 - ~3 Jul 12 Weintraub Tobin Chediak Coleman Grodin Law Corporation Search SEARCH Martin "Pete" D. Murphy Contact information: Education Of Counsel [email protected] J.D., University of San Francisco School T: 415.772.9613 of Law, 1961 F: 415.433.3883 B.A., University of Santa Clara, 1956 Practice Areas Bar Admissions • Estate Planning, Tax and Fiduciary Abuse California Martin "Pete" Murphy is a senior member of the firm and practices exclusively in the areas of estate planning, probate, trust administration and nonprofit organization representation. Affiliations Pete is a member of the Real Property, Probate and Trust Sections of the American Bar American Bar Association, Real Property, Association; Estate Planning, Trust and Probate Sections of the State Bar of California; and Probate and Trust Sections the Attorneys' Probate Section of the San Francisco Bar Association. He is a Fellow of the American College of Trust and Estate Counsel and has lectured on estate planning for the State Bar of California, Estate Planning, California Continuing Education of the Bar. Trust and Probate Sections One of Pete's most fulfilling activities outside the office is serving as an officer or director San Francisco Bar Association, Probate of many nonprofit, community-oriented organizations. In recognition of his services to the Section Church, Pete was invested as a Knight of Malta in 1981. He also received the St. Thomas More Award presented by the St. Thomas More Society of San Francisco. In 1988, the Fellow of American the College of Trust University of San Francisco School of Law gave Pete its St. Thomas More Award in and Estate Counsel recognition of his service to the school. San Francisco Bank Attorneys' Association, past Chair St. Thomas More Award, recipient St. Thomas More Society, San Francisco • c0 2012 Weintraub Tobin Chediak Coleman Grodin Law Corporation • Since 1852 https://web.archive.org/web/20120723091143/http://Weintraub.com/Attorneys/Martin_Pete_Murphy 1/1 Julie E. Oelsner Weintraub ~tobin Of Counsel joelsnerfdweintraub.com t: 916.558.6059 f: 916.446.1611 Julie's practice has emphasized debtor-creditor rights for over 25 years and she heads our Bankruptcy Practice Group. She has worked with all of the firm's practice groups, in particular, with attorneys in the Corporate, Real Estate, and Litigation practice areas. Julie emphasizes all aspects of bankruptcy and debtor-creditor law. She represents institutional lenders, as well as individual creditors, and creditor committees in Chapter 7, 11, 12 and 13 cases. Her clients have also included Chapter 7 Trustees. Julie's experience extends to assisting investors with their purchase and sale of distressed assets, as well as negotiating out-of-court workouts for clients in financial difficulty. Through the firm's membership in Meritas, she has been able to assist clients that are creditors or have been sued in bankruptcy Education cases across the country. J.D., University of the Pacific, McGeorge School of Law, 1985 She has significant experience litigating motions for relief from stay, B.A., University of Reno, preference and fraudulent conveyance actions, objections and defenses Nevada,1981 to claims, restructuring tax liability in bankruptcy cases, and objecting to the debtor's discharge on behalf of creditor claimants. Before joining Bar Admissions the firm, Julie was in private practice. Her boutique firm represented California Chapter 11 and 7 debtors, Chapter 7 trustees, as well as creditors with Affiliations &Awards claims in bankruptcy cases up and down the state. Supreme Court of California In addition to her legal career, Julie is actively involved in her U.S. District Court, Central community. She has been a volunteer with Big Brothers/Big Sisters, District of California PLUS Instructor (Promoting Literacy United StatesJ, NAWBO (National U.S. District Court, Northern Association of Woman Business Owners), KS&A (Board of Directors), District of California Park Terrace Swim &Tennis Club (Board of Directors, Aquatics Committee), SLC Tithing Committee, and VLSP (Debtor's Clinicl. U.S. District Court, Eastern District of California U.S. District Court, Southern District of California Julie E. Oelsner Weintraub tobin Of Counsel Affiliations &Awards State Bar of California - Member Sacramento Valley Bankruptcy Forum -Member California Bankruptcy Forum - Member Barristers Club of Sacramento Member Sacramento County Bar Association, Bankruptcy/ Commercial Law Section - Member Sacramento Business Journal's Best of the Bar, 2016 1/10/2017 Weintraub Tobin • _ ~ ~ i w ■ N weintra.~_._ .~ fw~ ______._...~.~.,,, . t :~. - - - ub.com/attorneys/stacy k-stecher ~`,Na u b to , Go 1~cMiil~cl 3 caatures II 27 Jun 15 - 22 Sep 1C Stacy K. Stecher Associate sstecherfdweintraub.com 415.772.9642 vCard Location San Francisco https://web.archive.orglweb/20150627220930/http://www.weinVaub.com/attorneys/stacy-k-stecher 1/2 1/10/2017 Weintraub Tobin Practice Areas Car~rat Bar Admissions •. ~ ~ u +~ ~ .w c ~~ n ~ http://www.weintraub.com/attorneys/stacy-k-stecher Go ~d~B~C~~~~l~~ 3 captures 27 Jun 15 - 22 Sep 15 Experience As an associate in the firm"s Corporate group, Stacy assists business clients with corporate securities transactions including mortgage backed and asset-backed securitizations. Stacy manages business and Legal matters pertaining to corporate and securities law, corporate governance and representation of both public and private companies, including corporations, limited liability companies, non-profi t corporations and partnerships. With regard to secured transactions, Stacy supports business clients in the following ways: drafts, reviews and negotiates asset and mortgage loan purchase agreements, registration statements and prospectuses; prepares UCC Financing Statements; drafts and fi les Form 8-Ks, Form 10- Ks, and reviews of Form 10-Ds and other public filings under the rules of the Securities Exchange Act of 1934; counsels clients on SEC Regulation AB compliance; and provides advice to REIT and other corporate clients on avoiding the requirements of and complying with the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Stacy earned her J.D. from U.C. Hastings College of the Law. During law school, Stacy was a student advocate for, and director for two years of, the General Assistance Advocacy Project in San Francisco, providing advocacy to clients and representing clients at administrative hearings to resolve disputes with social service caseworkers regarding general assistance benefits, food stamps and supplemental security income. Outside of the office, Stacy is an active member of the St. Thomas More Society of San Francisco, the oldest association of Catholic Lawyers in the West, from 1998 until the present. She served on the Board of the St. Thomas More Society from 2000 to 2008 and was President of the Society from 2006-2007. Education J.D., University of California, Hastings College of the Law, 1998 B.A., Boston College, 1993 News Weintraub Tobin Helps Grant Wishes Wein#raab Tobin Raises Money for American Heart Associa#wan ~Heintraub's San Francisco Office Joins Food From the Bar Affiliations St. Thomas More Society of San Francisco Active Commission in the State of California https://web.archive.org/web/20150627220930/http://www.weintraub.com/attorneys/stacy-k-stecher 2/2 1/10/2017 Weintraub Tobin .; ~ ti, ~ i 4 w C N i Y t http://www.weintraub.com/attorneys/brittany-j-shugart Go ~d~g~C~~~j~~Q 3 caatures I I 14 Jur 15 - 24 Apr 1C Weintraub tobin ~,~~ Brittany J. Shugart Associate bshugartfdweintraub.com 310.860.3382 vCard Location Beverly Hills https://web.archive.org/web/20150614032609/http://www.weintraub.com/attorneys/brittany-j-shugart 1/2 1/10/2017 Weintraub Tobin Dr~~+inn A iNTt RWlT 14~i M1YErnas http://www.Weintraub.com/attorneys/brittany-j-shugart Go 3 captures -" 14 Jun 15 - 24 Apr 16 Intet[ectual Property Labor and Employment Reat Estate Bar Admissions California Court Admissions U.S. District Court, Central District of California U.S. District Court, Eastern District of California Experience Brittany is an associate at Weintraub Tobin, working with various practice groups including Litigation, Intellectual Property, Labor and Employment, Trust and Estates, and Real Estate. Brittany earned her J.D., cum laude, from the University of Southern California, Gould School of Law. While in law school, she served as a Judicial Extern for the Honorable Alex Kozinski, Chief Judge of the United States Court of Appeals for the Ninth Circuit. In Fall 2012, Brittany's student note, entitled'Relieving the Vigilant Doorkeeper: Legislative Revision of the Alien Tort Statue in the Wake of Judicial Lawmaking," was published in USC's honors journal, the Southern California Review of Law and Social Justice. Prior to law school, Brittany worked as a paralegal for a solo practitioner who tried criminal cases in Los Angeles. Brittany received her B.A. from the University of California, Los Angeles, cum laude, with a Bachelor of Arts in Global Studies, and a minor in French. She studied global economic processes and market dynamics, global governance and security, and international law. She also participated in Travel Study programs in Paris and New York. Outside the office, Brittany enjoys running, Words With Friends, and cheering on the UCLA Bruins. Education J.D., University of Southern California, 2013 B.A., University of California, Los Angeles, 2009 Events Upcoming Webinar: Say It's So, Doesn't Make it So: Independent Contractor v. Employee Status Mandatory AB 1825 Sexual Harassment Prevention Training Independent Contractor v. Employee - "Saying It's So, Doesn't Make it So" Know What to Qo When The Government Comes Knocking https:/lweb.archive.org/web/20150614032609/http://www.Weintraub.com/attorneys/brittany-j-shugart 2/2 1/5/2017 WWBCGE: Weissman Wolff Bergman Coleman Grodin & Evall LLP: Rebecca Smith Henning https://web.archive.org/web/20090924120306/http://www.weissmannwolff.com/W W BCGE_attorneys_RebeccaSmithHenni ng.htm I 1/1 Lisa Y. Wang Associate Iwang(a~weintraub.com T: F: 310.550.7191 Practice Areas: • Litigation • Intellectual Property Lisa Y. Wang's practice focuses primarily on litigation and intellectual property matters. Lisa handles a variety of litigation cases in the areas of business, entertainment, real estate, and intellectual property. She also specializes in transactional intellectual property issues, including trademark and copyright matters. Affiliations California Fashion Association, Advisory Board member Alliance for Children's Rights' adoption finalization program, Volunteer Attorney Part of the team that leads workshops for litigants in small claims court in conjunction with Bet Tzedek and the Los Angeles County Bar Association Published Articles • "Why you should .care that .com can be .anything," Smart Business Los Angeles, May 2012 Education J.D., UCLA School of Law, Journal of Law and Technology, 2010 B.A., magna cum laude with Thesis Honors, Tufts University, American Studies Major, 2006 {1531794.DOCX;} 1 SUPERIOR COURT OF THE STATE OF CALIFORNIA 2 COUNTY OF LOS ANGELES, CENTRAL DISTRICT 3 BOTTLEBRUSH INVESTMENTS, L.P., Case No. BC 407967 a California limited partnership, 4 Assigned for All Purposes to the Honorable Plaintiff, Elizabeth Allen White, Department 48 5 v. 6 E LAMBETH COMPANY, a 7 ifornia limited partnership, et al., 8 Defendants. 9 ~NSOLIDATED WITH: Case No.: BC 408661 10 SHORN INVESTMENTS, LTD., a 11 ifornia limited partnership, [Related to Case Nos. BC 409548, BC 413821, BC 413820 BC 422257 and 12 Plaintiff, BC 456932] 13 v. 14 [GHTON INVESTMENTS, LTD., a ifornia limited partnership, et al, 15 Defendants. 16 17 RELATED CROSS-ACTIONS 18 19 20 21 22 23 24 25 26 27 28 ~' s~3'~1~" 11 1 OUGLAS HALL, as Co-Trustee of the Lead Case No. BC413820 IVIAN H. HALL IRA and Derivatively on Consolidated with: BC413821 2 ehalf of CRESCENT SECURITIES, [Related to Case Nos. BC404557, BC404557; 3 Plaintiff, BC407721, BC407967, BC408661, BC409658, BC422257 and BC422258] 4 vs. 5 PAMELA CHRIS as executor of the estate of STANLEY CHRIS, et al. 6 Defendants, 7 and 8 l,t IE POPHAM COMPANY, 9 First Nominal Defendant, 10 and 1 1 MARLOMA SECURITIES, 2 Second Nominal Defendant. 13 AND 14 TEVEN HEIMOFF, as Trustee of the 15 TEVEN HEIMOFF IRA and Derivatively on ehalf of MARLOMA SECURITIES, 16 Plaintiff, 17 vs. 18 AMELA CHRIS as executor of the estate of 19 TANLEY CHRIS, et al, 20 Defendants, 21 and 22 HE POPHAM COMPANY, 23 First Nominal Defendant, 24 and 25 ARLOMA SECURITIES, 26 Second Nominal Defendant. 27 28 1 2 DECLARATION OF BARRY A. WEPRIN IN SUPPORT OF MOTION FOR ATTORNEYS'FEES AND 3 REIMBURSEMENT OF EXPENSES FILED ON BEHALF OF MILBERG LLP 4 I, Barry A. Weprin, hereby declare as follows: 5 1. I am of counsel to Milberg LLP. I submit this declaration in of 6 support my firm's 7 ~ application for an award of attorneys' fees in connection with services rendered in this case, as 8 ~ well as the reimbursement of expenses incurred by my firm in connection with this litigation. 9 2. My firm acted as one of plaintiffs' lead counsel in these derivative actions. We 10 ~ were involved in every aspect of this litigation. 11 12 3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the 13 amount of time spent by the partners, other attorneys, and professional support staff of my firm 14 who were involved in this litigation, and the lodestar calculation based on my firm's current 15 billing rates.' For persons who are no longer employed by my firm, the lodestar calculation is 16 based upon the billing rate for that person in his or her final year of employment by my firm. Thf 17 schedule was prepared from contemporaneous, daily time records regularly prepared and 18 19 maintained by my firm, which are available at the request of the Court for review in camera.2 20 Time expended in preparing this application for fees and reimbursement of expenses has not 21 been_ included in this request. 22 4. The hourly rates for the partners, other attorneys, and professional support staff i~ 23 my firm included in Exhibit 1 are the same as the regular current rates 24 charged for their services 25 26 This application does not include time for anyone who spent fewer than 5 hours on this litigation. 27' These records may include information concerning privileged and/or confidential attorne} communications or work product. 28 1 in non-contingent matters and/or which have been used in the lodestar cross check accepted by 2 courts in other derivative, class, or other contingent litigation. 3. 5. The total number of hours expended on this litigation by my firm is 11,433.34 t~ 5 hours. The total lodestar for my firm is $5,742,075.50, consisting of $4,182,414.25 for attorneys' 6 time and $1,559,661.25 for professional support staff time. 7 6. My firm's lodestar figures are based upon the firm's billing rates, which rates do 8 ~ not include charges for expense items. Expense items are billed separately and such charges are 9 ~ not duplicated in my firm's billing rates. 10 11 7. Milberg LLP has a fee agreement with a referring attorney, Martin Cramer, in 12 connection with the Hall case. Payment, if any, made by Milberg LLP under this fee agreement 13 ~ would be from Milberg LLP's fee and would not increase the overall fees requested by 14 ~ Plaintiffs' Counsel and would not reduce the amount recovered by the Partners. 15 16 8. As detailed in Exhibit 2, my firm has incurred a total of $171,854.15 in un- 17 reimbursed expenses in connection with the prosecution of this litigation. 18 9. The expenses incurred in this action are reflected on the books and records of my 19 firm, which are available at the request of the Court. These books and records are prepared from 20 expense vouchers, check records and other source materials and represent an accurate 21 22 recordation of the actual expenses incurred. Third-party expenses are not marked up. 23 10. By agreement between Plaintiffs' Counsel, my firm is not charging separately for 24 the following costs and expenses: secretarial and clerical overtime, including their meals and 25 local transportation; after-hours HVAC; word processing; secretarial/clerical time for document 26 preparation; time charges for routine copying, faxing or scanning; incoming/outgoing fax 27 28 charges; office supplies (such as paper, binders, etc.); special publications; continuing legal 1 education seminars; working meals for attorneys (with the exception of meals with clients, 2 or other witnesses, or meal expenses for meetings between Plaintiffs' Counsel); and local 3 overtime meals and transportation for attorneys. 4 5 1 l . With respect to the standing of counsel in this case, attached hereto as Exhibit 3 i 6 ~ a brief biography of my firm and attorneys in my firm who were principally involved in this 7 litigation. 8 I declare under penalty of perjury that the foregoing is true and correct. Executed th 9 l 9th day of January, 2017. 10 I1 12 ]3 l4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT 1 TO WEPRIN DECLARATION 1 EXHIBIT 1 2 Bottlebrush Investrrtertts, LP v. The Lambeth Company, et al., Case No. BC407967 Leghorn Investments, Ltd. a Brighton Investments, et a~, Case No. BC408661 3 Hall v. Chais, et al., Case No. BC413820 Heimoffa Chais, et al., Case No. BC413821 4 MILBERG LLP 5 TIME REPORT -Inception through December 31,2016 6 7 Name Total Hourly Total Hours Rate Lodestar 8 PARTNERS: 9 Landers, Jonathan M. 72.05 950.00 $68,447.50 Smith, Leigh 635.25 625.00 $397,031.25 10 Weprin, Barry A. 2,066.10 875.00 $1,807,837.50 Westerman, Jeff ll S. 25.29 825.00 $20,864.25 ATTORNEYS: 12 Andrejkovics, Paul 20.40 675.00 $13,770.00 Dix, Lois 33.00 625.00 $20,625.00 13 Slidders, Charles 1,050.20 550.00 $577,610.00 l4 Bucher, Matthew 161.25 425.00 $68,531.25 Furukawa, Michelle 13.75 450.00 $6,187.50 15 Keller, Joshua 2,024.15 500.00 $1,012,075.00 16 Quinn, MJ 15.75 375.00 $5,906.25 Russo, Louis 266.00 330.00 $87,780.00 17 Schuyler, Christopher 23.50 350.00 $8,225.00 18 Sokolowski, Andrew 128.77 475.00 $61,165.75 PROFESSIONAL SUPPORT STAFF: 19 Avorn, Andrew 21.00 260.00 $5,460.00 20 Ayadin, Deniz 281.00 275.00 $77,275.00 Barrett, Meredith l 1.00 325.00 $3,575.00 21 Battle, Tamika 1,616.50 325.00 $525,362.50 Baum, Jeff 62.50 325.00 $20,312.50 22 Bowman, Matthew 184.00 285.00 $52,440.00 23 Brown, James M. 281.50 475.00 $133,712.50 Chaffins, Cecile 5] .75 325.00 $l 6,818.75 24 Chang, Sharon 82.00 285.00 $23,370.00 25 Choi, Kyung-Rok 7.50 300.00 $2,250.00 Cox, Lindbergh 6.25 300.00 $1,875.00 26 DeJesus, Ricardo 501.00 250.00 $125,250.00 27 Dennehy, Erin 16.50 325.00 $5,362.50 Figueroa, Alyssa 489.00 225.00 $110,025.00 28 1 Name Total Hourly Total Hours Rate Lodestar 2 Hayes, Paul D. 36.50 475.00 $17,377.50 3 Joseph, Jason 110.75 325.00 $35,993.75 Kiyotoki, Carol 10.50 325.00 $3,412.50 4 Leifer, David 8.25 325.00 $2,681.25 5 Liharska, Lora 157.00 255.00 $40,035.00 Lowney, Collin 64.50 425.00 $27,412.50 6 McGourty, Matthew 58.50 300.00 $17,550.00 McVoy, Paul 46.50 360.00 $16,740.00 7 Muir, Michelle 302.00 500.00 $151,000.00 8 Naumov, Eugene 45.00 300.00 $13,500.00 Ortiz, Jessica 5.25 300.00 $1,575.00 9 Pehrhyn, Melonie 286.75 325.00 $93,193.75 l0 Petrick, Michelle A. 10.00 475.00 $4,750.00 Pontrelli, Jerome 26.75 475.00 $12,706.25 11 Porras, Christine 35.60 300.00 $10,680.00 12 Purcell, Matt 8.50 255.00 $2,167.50 Sclafani, David 8.50 325.00 $2,762.50 l3 Velazquez, Ray 10.25 300.00 $3,075.00 14 TOTALS: l 1433.34 $5,742,075.50 15 16 17 18 19 20 21 22 23 24 25 26 27 28 EXHIBIT 2 TO WEPRIN DECLARATION 1 EXHIBIT 2 2 Bottlebrush Investments, LP v. The Lambeth Company, et al., Case No. BC407967 3 Leghorn Investments, Ltd. v. Brighton Investments, et al., Case No. BC408661 Hall a Chaffs, et al., Case No. BC413820 41 Heimoff v. Chaffs, et al., Case No. BC413821 5 MILBERG LLP 6 EXPENSE REPORT —Inception through December 31,2016 7 Categories: Amount 8 Photocopies/Reproduction $17,628.54 Postage/Notice Costs $390.89 9 Telephone $480.91 10 Messengers/Express Services $4,298.46 11 Filing/Witness Fees $12,668.80 Court Reporters/Transcript/Video $29,379.99 l2 Lexis/Westlaw/Legal Research $58,11135 13 Experts/Consultants $4,175.00 l4 Meals, Hotels &Transportation $31,384.43 15 Mediation and Arbitration $5,000.00 Professional Services 8,335.78 16 TOTAL EXPENSES: $171,854.15 17 l8 19 20 21 22 23 24 25 26 27 28 EXHIBIT 3 TO WEPRIN DECLARATION NEW Yt~RK MILBERGLLP LOS ANGELES EXHIBIT 3 THE FIRM'S PRACTICE AND ACHIEVEMENTS Milberg LLP, founded in 1965, was one of the first law firms to prosecute class actions in federal courts on behalf of investors and consumers. The Firm pioneered this type of litigation and is widely recognized as a leader in defending the rights of victims of corporate and other large-scale wrongdoing. The Firm's practice focuses on the prosecution of class and complex actions in many fields, including securities, corporate fiduciary, ERISA, consumer, False Claims Act, antitrust, bankruptcy, mass tort, and human rights litigation. The Firm has offices in New York City and Los Angeles. In its early years, the Firm built a new area of legal practice in representing shareholder interests under the then recently amended Rule 23 of the Federal Rules of Civil Procedure, which allowed securities fraud cases, among others, to proceed as class actions. In the following decades, the Firm obtained decisions establishing important legal precedents in many of its areas of practice and prosecuted cases that set benchmarks in terms of case theories, organization, discovery, trial results, methods of settlement, and amounts recovered and distributed to clients and class members. Important milestones in the Firm's early years include the Firm's involvement in the U.S. Financial litigation in the early 1970s, one of the earliest large class actions, which resulted in a $50 million recovery for purchasers of the securities of a failed real estate development company; the Ninth Circuit decision in Blackie v. Barrack in 1975, which established the fraud-on-the-market doctrine for securities fraud actions; the Firm's co- lead counsel position in the In re Washington Public Power Supply System Securities Litigation, a seminal securities fraud action in the 1980s in terms of complexity and amounts recovered; the representation of the Federal Deposit Insurance Corporation in a year-long trial to recover banking losses from a major accounting firm, leading to aprecedent-setting global settlement; attacking the Drexel-Milken "daisy chain" of illicit junk- bond financing arrangements with numerous cases that resulted in substantial recoveries for investors; representing life insurance policyholders defrauded by "vanishing premium" and other improper sales tactics and obtaining large recoveries from industry participants; and ground-breaking roles in the multi-front attack on deception and other improper activities in the tobacco industry. Milberg remains at the forefront in its areas of practice. Significant litigation results include: In re Vivendi Universal, S.A. Securities Litigation (jury verdict for plaintiff class in January 2010; final judgments now on appeal); In re Tyco International, Ltd. Securities Litigation ($3.2 billion settlement); In re Nortel Networks Corp. Securities Litigation (settlement for cash and stock valued at $1.142 billion); In re Merck & Co., Inc. Securities Litigation, Nos. OS-1151 and OS-2367 (D.N.J.)(a $1.062 billion recovery); In re Lucent Technologies, Inc. Securities Litigation ($600 million recovery); In re Raytheon Co. Securities Litigation ($460 million recovery); In re Managed Care Litigation (recoveries over $1 billion and major changes in HMO practices); the In re Washington Public Power Supply System Securities Litigation (settlements totaling $775 million), and the In re NASDAQ Market-Makers Antitrust Litigation ($1 billion in recoveries). Milberg has been responsible for recoveries valued at approximately $56 billion during the life of the Firm. The Firm's lawyers come from many different professional backgrounds. They include prosecutors, private defense attorneys, and government lawyers. The Firm's ability to pursue claims against defendants is augmented by its investigators, headed by a 27-year veteran of the Federal Bureau of Investigation. The Firm and its lawyers are regularly recognized as one of the nation's leading plaintiffs' law firms by the National Law Journal, Lega1500, Chambers USA, and Super Lawyers, among others. For more information, please visit www.milber .com. One Pennsylvania Plaza •New York, New York 10119 ~ T 212.594.5300 ° F 212.868.1229 ~ milberg.com NEW Yt~RK MILBERG~~ L{J5 ANGELES .TUDICIAL COMMENDATIONS Milberg has been commended by countless judges throughout the country for the quality of its representation. Milberg partners played leading roles in representing class plaintiffs in a nearly four-month jury trial in In re Vivendi Universal, S.A. Securities Litigation, No. 02-5571 (S.D.N.Y.), which in January 2010 resulted in a jury verdict for an international class of defrauded investors (aggregate value of over $9 billion, but class was vastly reduced when subsequent caselaw excluded foreign claimants from coverage of securities statutes; final judgments now on appeal). At the close of the trial, Judge Richard Holwell commented: I can only say that this is by far the best tried case that I have had in my time on the bench. I don't think either side could have tried the case better than these counsel have. In approving a $3.2 billion securities fraud settlement, one of the largest in history, in In re Tyco International, Ltd. Securities Litigation, 535 F. Supp. 2d 249, 270 (D.N.H. 2007), Judge Barbadoro lauded Milberg's efforts as co-lead counsel: This was an extraordinarily complex and hard-fought case. Co-Lead Counsel put massive resources and effort into the case for five long years, accumulating [millions of dollars in expenses] and expending [hundreds of thousands of hours] on a wholly contingent basis. But for Co-Lead Counsel's enormous expenditure of time, money, and effort, they would not have been able to negotiate an end result so favorable for the class.... Lead Counsel's continued, dogged effort over the past five years is a major reason for the magnitude of the recovery.... In Simon v. KPMG LLP, No. OS-3189, 2006 U.S. Dist. LEXIS 35943, at * 18, 30-31 (D.N.J. June 2, 2006), a case in which Milberg served as class counsel, Judge Cavanaugh, in approving the $153 million settlement, found that "Plaintiffs ...retained highly competent and qualified attorneys" and that "[t]he Initial Complaint ...demonstrates that [Milberg] expended considerable time and effort with the underlying factual and legal issues in this case before even filing this lawsuit.... Settlement discussions were conducted over a period of some fourteen months with the supervision and guidance of Judges Politan and Weinstein, and are evidence of [Milberg's] appreciation ofthe merits and complexity of this litigation." In In re Lucent Technologies, Inc. Securities Litigation, 307 F. Supp. 2d 633, 641-47 (D.N.J. 2004), Judge Pisano issued an opinion approving the $600 million settlement and complimenting Milberg's work as co- lead counsel for the class as follows: [T]he attorneys representing the Plaintiffs are highly experienced in securities class action litigation and have successfully prosecuted numerous class actions throughout the United States. They are more than competent to conduct this action. Co-Lead Counsel diligently and aggressively represented the Plaintiffs before this Court and in the negotiations that resulted in the Settlement.... [T]he efforts and ingenuity of Lead Plaintiffs and Lead Counsel resulted in an extremely valuable Settlement for the Benefit of the Class. In In re Rite Aid Corp. Securities Litigation, 269 F. Supp. 2d 603, 611 (E.D. Pa. 2003), Judge Dalzell commented on the skill and efficiency of the Milberg attorneys litigating this complex case: At the risk of belaboring the obvious, we pause to say a specific word about ...the skill and efficiency of the attorneys involved. [Milberg was] extraordinarily deft and efficient in handling this most complex matter. [T]hey were at least eighteen months ahead of the United States Department of Justice in ferreting out the conduct that ultimately resulted in the write-down of over $1.6 billion in previously reported Rite Aid earnings.... In short, it would be hard to equal the skill class counsel demonstrated here. One Pennsylvania Plaza •New York, New York 10119 ~ T 212.594.5300 ~ F 212.868.1229 • milberg.com NEW YORK ::~ M I L B E R G LLP LOS ANGELES In In re IKON Office Solutions, Inc. Securities Litigation, 194 F.R.D. 166, 195 (E.D. Pa. 2000), Judge Katz commented on Milberg's skill and professionalism as one of plaintiffs' co-lead counsel: First, class counsel is of high caliber and has extensive experience in similar class action litigation.... Each of the co-lead counsel firms has a national reputation for advocacy in securities class actions, and there is no doubt that this standing enhanced their ability both to prosecute the case effectively and to negotiate credibly.... Of particular note in assessing the quality of representation is the professionalism with which all parties comported themselves. The submissions were of consistently high quality, and class counsel has been notably diligent in preparing filings in a timely manner even when under tight deadlines. This professionalism was also displayed in class counsel's willingness to cooperate with other counsel when appropriate.... This cooperation enabled the parties to focus their disputes on the issues that mattered most and to avoid pointless bickering over more minor matters. In In re NASDAQ Market-Makers Antitrust Litigation, 187 F.R.D. 465, 474 (S.D.N.Y. 1998), in an opinion approving settlements totaling over $1.027 billion, Judge Sweet commented: Counsel for the Plaintiffs are preeminent in the field of class action litigation, and the roster of counsel for Defendants includes some of the largest, most successful and well regarded law firms in the country. It is difficult to conceive of better representation than the parties to this action achieved. Judicial recognition of Milberg's excellence is not limited to courts within the United States. In In re Flag Telecom Holdings, Ltd Securities Litigation, No. 02-3400 (S.D.N.Y. 2009), Milberg litigated a discovery dispute before the English Royal High Court of Justice, Queens Bench Division, which recognized the Milberg attorney handling the matter as a "Grade A" lawyer and a "vital cog in the machine." Likewise, in Sharma v Timminco Ltc~, 09-378701 (Can. Ont. Sup. Ct. 2009), Canada's Ontario Superior Court of Justice recognized Milberg's "fine reputation and excellent credentials" in connection with Milberg's representation in a securities case pending in Canada. Milberg has also been recognized for its commitment to public service. In lauding Milberg's work representing victims of the September 11th attack on the World Trade Center in connection with the September 11 Victims Compensation Fund, Special Master Kenneth R. Feinberg stated the following: Once again, as I have learned over the years here in New York, the [Milberg] firm steps up to the plate in the public interest time and time again. The social conscience of the [Milberg] firm, acting through its excellent associates and partners, help deal with crises that confront the American people and others, and I am personally in the debt of Milberg ...for the work that it is doing .... [T]hey are second among none in terms of the public interest, and I'm very, very grateful, not only to you guys for doing this, but ...for the firm's willingness to help out. I wanted to let everybody know that. In re September Il Victim Compensation Fund, Preliminary Hearing, Claim No.212-003658(Dec. 9, 2003). One Pennsylvania Plaza •New York, New York 10119 ~ T 212.594.5300 • F 212.868.1229 ~ milberg.com M I LB E RG LLP ~5G RELES NOTEWORTHY RESULTS The quality of Milberg's representation is further evidenced by the Firm's numerous significant recoveries, some of which are described below. In re Merck & Co., Inc. Securities Litigation, In re Target Corporation Customer Data Nos. OS-1151 and OS-2367 (D.N.J.). Milberg Security Breach Litigation, No. 14-md-02522- served as co-lead counsel in this federal PAM (D. Minn.). Milberg served on the securities fraud class action, and following over Steering Committee guiding the landmark data 12 years of hard-fought litigation, ultimately breach case. In addition to participating in obtained a combined settlement totaling $1.062 overall case strategy, the drafting of pleadings billion, the largest securities class action and motions and settlement negotiation, the settlement ever against a pharmaceutical Milberg team was responsible for leading company, which received final approval on June discovery, which included targeted discovery 28, 2016. This lawsuit involved claims under requests, the establishment of a series of the Securities Exchange Act of 1934 against discovery protocols, the selection of a data- Merck and certain of its executives arising out hosting provider, and discovery motion practice of allegations that defendants made materially that involved unique topics warranting special false and misleading statements concerning the attention. The case, which involved an safety profile and commercial viability of estimated 110 million consumers whose Merck's purported "blockbuster" drug VIOXX. personal information was compromised, settled During this litigation, Milberg and co-lead for $10 million, entitling individual consumers counsel engaged in exhaustive discovery, to recover losses up to $10,000. (An appeal including the review and analysis of over 35 remains pending before the Eighth Circuit.) million pages of documents involving complex In re Chase Bank USA, N.A. "Check Loan" scientific and medical issues, as well as the Contract Litig., No. 09-2032 (N.D. Cal.). examination of over 59 fact and expert Milberg served on the Executive Committee witnesses. Plaintiffs successfully appealed the representing the class in this action against JP dismissal of this action on state of limitations Morgan Chase & Co. The complaint alleged grounds to the Third Circuit Court of Appeals, that Chase improperly increased by 150% the and prevailed in defendants' further appeal to minimum monthly payment requirement for the Supreme Court, resulting in a unanimous customers who entered into balance transfer decision by the Supreme Court in Plaintiffs' loans with "fixed" interest rates that were favor which clarified the law regarding the guaranteed to remain so for the "life of the application of the statute of limitations to loan." Milberg and its co-counsel, achieved a federal securities fraud claims. Plaintiffs' $100 million settlement for the class. claims also survived additional motions to dismiss and motions for summary judgment, Mason v. Medline, No. 07-05615 (N.D. Ill.). and the parties reached settlement less than Milberg successfully represented a healthcare three months before trial was scheduled to worker in a False Claims Act case against his commence former employer, Medline Industries, Inc., one of the nation's largest suppliers of medical and In re Vivendi Universal, S.A. Securities surgical products, along with its charitable arm, Litigation, No. 02-5571 (S.DN.Y.). Milberg The Medline Foundation. The suit alleged that lawyers were instrumental in obtaining a jury Medline engaged in a widespread illegal verdict for a class of defrauded investors after a kickback scheme targeting hospitals and other trial lasting nearly four months. The jury found healthcare providers that purchase medical Vivendi liable for 57 false or misleading class products paid for by federal healthcare period statements. Final judgments in the case programs. Although a party to the settlement are now on appeal. agreement, the U.S. Department of Justice One Pennsylvania Plaza •New York, New York 10119 ~ T 212.594.5300 • F 212.868.1229 • milberg.com NEW YORK MILBERG~~ LOS ANGELES chose not to intervene in the lawsuit. Milberg $586 million settlement on October 5, 2009, the pursued the case on anon-intervened basis and court described the law firms comprising the recovered $85 million on behalf of the federal Plaintiffs' Executive Committee as the "cream government -- one of the largest settlements of a of the crop." False Claims Act case in which the government Carlson a Xerox, No. 00-1621 (D. Conn). declined to intervene. The whistleblower was Milberg served as co-lead counsel in this awarded 27.5% of the proceeds. lawsuit, which consolidated 21 related cases Blessing v. Sirius XM Radio, lnc., No. 09- alleging violations of the federal securities laws. 10035 (S.D.N.Y.). This antitrust case Plaintiffs alleged that Xerox and several of its stemmed from the 2008 merger of Sirius top officers reported false financial results Satellite Radio, Inc. and XM Satellite Holdings, during the class period and failed to adhere to Inc. that created Sirius XM, the nation's only the standard accounting practices the company satellite radio company. The plaintiffs claimed to have followed. In the course of alleged that the merger of the only two U.S. litigating plaintiffs' claims, Milberg engaged in satellite radio providers was an illegal move arduous and exhaustive factual discovery, to eliminate competition and monopolize the including review and analysis of more than four satellite radio market. Before the merger, million pages of complex accounting and Sirius CEO Mel Karmazin convinced auditing documents and thousands of pages of SEC deposition regulators not to block the deal by promising transcripts. Plaintiffs' claims survived three motions to that "the combined company will not raise dismiss and a motion for summary judgment, ultimately resulting in a prices" and that the merger would actually $750 million settlement, which received final result in "lower prices and more choice for approval on January 14, 2009. the consumer." After the merger, Sirius quickly reversed course, raised prices by 15- In re Tyco International Ltd, Securities 40%, and eliminated multiple radio stations. Litigation, MDL 1335 (D.N.H.). Milberg Milberg achieved a settlement for the class served as co-lead counsel in this litigation, valued at $180 million. which involved claims under the Securities Act of 1933 and the Securities Exchange Act of In re Initial Public Offering Securities 1934 against Tyco and its former CEO, CFO, Litigation, No. 21-92 (S.D.N.Y.). Milberg general counsel, and certain former directors represented investors in 310 consolidated arising out of allegations of Tyco's $5.8 billion securities actions arising from an alleged market overstatement of income and $900 million in manipulation scheme. Plaintiffs alleged, among insider trading, plus hundreds of millions of other things, that approximately 55 defendant dollars looted by insiders motivated to commit investment banks, in dealing with certain of the fraud. Plaintiffs also asserted claims under their clients, conditioned certain allocations of the 1933 and 1934 Acts against shares in initial public offerings on the PricewaterhouseCoopers LLP for allegedly subsequent purchase of more shares in the publishing false audit opinions on Tyco's aftermarket, thus artificially boosting the prices financial statements during the class period and of the subject securities. This fraudulent failing to audit Tyco properly, despite scheme, plaintiffs alleged, was a major knowledge of the fraud. On December 19, contributing factor in the now infamous 2007, the court approved a $3.2 billion technology "bubble" of the late 1990s and early settlement of the plaintiffs' claims and praised 2000s. As a member of the court-appointed the work of co-lead counsel. Plaintiffs' Executive Committee, and with certain partners appointed by the court as liaison In re Sears, Roebuck & Co. Securities counsel, Milberg oversaw the efforts of Litigation, No. 02-7527 (N.D. Ill.). This case approximately 60 plaintiffs' firms in combating involved allegations that Sears concealed some of the most well-respected defense firms material adverse information concerning the in the nation. In granting final approval to a financial condition, performance, and prospects of Sears' credit card operations, resulting in an One Pennsylvania Plaza •New York, New York 10119 • T 212.594.5300 ~ F 212.868.1229 • milberg.com NEW YORK O.`:• °:::~ MILBERG~~ LOS ANGELES artificially inflated stock price. The approved court approved a settlement valued at $1.142 settlement provided $215 million to compensate billion. class members. In re American Express Financial Advisors In re General Electric Co. ERISA Litigation, Securities Litigation, No. 04-1773 (S.D.N.Y.). No. 04-1398 (N.D.N.Y.). This ERISA class This case involved allegations that American action was brought on behalf of current and Express Financial Advisors violated securities former participants and beneficiaries of the laws by representing to class members that the General Electric ("G.E.") 401(k) Plan. Milberg, company would provide tailored financial serving as co-lead counsel, achieved a $40 advice, when the company actually provided million settlement on behalf of current and "canned" financial plans and advice designed to former G.E. employees who claimed that the steer clients into American Express and certain company's 401(k) Plan fiduciaries imprudently nonproprietary mutual funds. The case settled invested more than two-thirds of the Plan's for $100 million, with the settlement agreement assets in company stock. The settlement requiring that the company institute remedial included important structural changes to G.E.'s measures. 401(k) plan valued at more than $100 million. In re Lucent Technologies, Inc. Securities In re Biovail Corp. Securities Litigation, No. Litigation, No. 00-621 (D.N.J.). In this federal 03-8917 (S.D.N.Y.). Milberg, representing securities fraud action in which Milberg served Local 282 Welfare Trust Fund and serving as as co-lead counsel, plaintiffs alleged, inter alia, co-lead counsel, litigated this complex securities that Lucent and its senior officers class action brought on behalf of a class of misrepresented the demand for Lucent's optical defrauded investors, alleging that defendants networking products and improperly recognized made a series of materially false and misleading hundreds of millions of dollars in revenues. statements concerning Canadian company The settlement provided compensation of $600 Biovail's publicly reported financial results and million to aggrieved shareholders who the company's then new hypertension/blood purchased Lucent stock between October 1999 pressure drug, Cardizem LA. This was a highly and December 2000. complex case in which counsel took numerous In re Raytheon Co. Securities Litigation, No. depositions across the U.S. and Canada and 99-12142 (D. Mass.). This case, in which obtained documents from defendants and Milberg served as lead counsel, concerned several third-parties, including, among others, claims that a major defense contractor failed to UBS, McKinsey & Co., and Merrill Lynch. write down assets adequately on long term Milberg obtained a $138 million settlement for construction contracts. In May 2004, Raytheon the class, and Biovail agreed to institute and its auditor, PricewaterhouseCoopers LLP, significant corporate governance changes. settled for a total of $460 million. In re Nortel Networks Corp. Securities In In re Rite Aid Corp. Securities Litigation, Litigation, No. 01-1855 (S.D.N.Y.). In this No. 99-1349 (E.D. Pa.), in which Milberg federal securities fraud class action, Milberg served as co-lead counsel, the plaintiffs asserted served as lead counsel for the class and the federal securities fraud claims arising out of court-appointed lead plaintiff, the Trustees of allegations that Rite Aid failed to disclose the Ontario Public Service Employees' Union material problems with its store expansion and Pension Plan Trust Fund. In certifying the modernization program, resulting in artificially class, the court specifically rejected the inflated earnings. Judge Dalzell approved class defendants' argument that those who traded in action settlements totaling $334 million against Nortel securities on the Toronto Stock Rite Aid ($207 million), KPMG ($125 million), Exchange (and not the New York Stock and certain former executives of Rite Aid ($1.6 Exchange) should excluded from be the class. million). The Second Circuit denied the defendants' attempted appeal. On January 29, 2007, the In In re CMS Energy Corp. Securities Litigation, No. 02-72004(E.D. Mich.), a federal One Pennsylvania Plaza •New York, New York 10119 ~ T 212.594.5300 • F 212.868.1229 • milberg.com NEW YORK MILBERGLLP LOS ANGELES securities fraud case arising out of alleged Milberg served as co-lead counsel in Irvine v round-trip trading practices by CMS Energy ImC[one Systems, Inc., No. 02-0109 Corporation, Judge Steeh approved a cash (S.D.N.Y.), in which a $75 million cash settlement of more than $200 million. Milberg settlement was approved by the court in July served as co-lead counsel in this litigation. 2005. Plaintiffs alleged that ImClone issued a In re Deutsche Telekom AG Securities number of misrepresentations and fraudulent Litigation, No. 00-9475 (S.D.N.Y.). Milberg statements to the market regarding the served as co-lead counsel in this securities class likelihood of approval of the drug Erbitux, action alleging that Deutsche Telekom issued a thereby artificially inflating the price of false and misleading registration statement, ImClone stock. which improperly failed to disclose its plans to In In re W.R. Grace & Co. (Official Committee acquire VoiceStream Wireless Corporation and of Asbestos Personal Injury Claimants u materially overstated the value of the Sealed Air Corp. and Official Committee of company's real estate assets. On June 14, 2005, Asbestos Personal Injury Claimants v Judge Buchwald approved a $120 million cash Fresenius Medical Care Holdings, Inc.), Nos. settlement. 02-2210 and 02-2211 (D. Del.), Milberg acted In re Ci~S Corp. Securities Litigation, No. O1- as lead counsel for the asbestos personal injury 11464 (D. Mass). Milberg served as co-lead and property damage committees in two counsel in this class action alleging that separate fraudulent conveyance actions within defendants engaged in a series of accounting the W.R. Grace bankruptcy. T'he actions sought improprieties and issued false and misleading to return the assets of Sealed Air Corporation statements which artificially inflated the price of and Fresenius Medical Care Holdings (each of CVS stock. On September 7, 2005, Judge which had been Grace subsidiaries pre- Tauro approved a $1] 0 million cash settlement bankruptcy) to the W.R. Grace bankruptcy for shareholders who acquired CVS stock estate. Complaints in both cases were filed in between February 6, 2001, and October 30, mid-March 2002, and agreements in principle in 2001. both cases were reached on November 27, 2002, the last business day before trial was set to Scheiner v. i2 Technologies, Inc., No. 01-418 begin in the Sealed Air matter. The two (N.D. Tex.). Milberg served as lead counsel in settlements, which consisted of both cash and this securities fraud case, filed on behalf of stock, were valued at approximately $1 billion. certain purchasers of i2 common stock. The plaintiffs alleged that certain of the company's Nelson v Pacific Life Insurance Co., No. 03- senior executives made materially false and 131 (S.D. Ga.). Milberg served as lead counsel misleading statements and omissions in i2's in this securities fraud class action arising from public statements and other public documents allegations of deceptive sales of deferred regarding i2's software, thereby artificially annuity t~ shelters to investors for placement inflating the price of i2's common stock. In in retirement plans that are already tax- May 2004, Milberg recovered a settlement of qualified. The court approved a $60 million $84.85 million. settlement of claims arising from such deception. In re Royal Dutch/Shell Transport ERISA Litigation, No. 04-1398 (D.N.J.). This was an The Firm was lead counsel in In re Prudential ERISA breach of fiduciary duty class action Insurance Co. Sales Practice Litigation, No. against the Royal Dutch/Shell Oil Group of 95-4704 (DN.J.), a landmark case challenging Companies on behalf of certain of the Prudential's sales practices that resulted in a companies' U.S. employee investment plan recovery exceeding $4 billion for certain participants. Notably, the $90 million settlement policyholders. The settlement was approved in included important provisions regarding the a comprehensive Third Circuit decision. monitoring and training of individuals In In re NASDAQ Market-Makers Antitrust appointed to be ERISA fiduciaries. Litigation, MDL 1023 (S.D.N.Y.), Milberg One Pennsylvania Plaza •New York, New York 10119 • T 212.594.5300 • F 212.868.1229 • milberg.com NEW YORK •:•♦~.• MILBERGLLP LOS ANGELES served as co-lead counsel for a class of significant improvements to physician-related investors. The class alleged that the NASDAQ business practices. market-makers set and maintained wide spreads In re Sunbeam Securities Litigation, No. 98- pursuant to an industry-wide conspiracy in one 8258 (S.D. Fla). Milberg acted as co-lead of the largest and most important antitrust cases counsel for the class. Plaintiffs alleged that in recent history. After more than three years of Sunbeam, its auditor, and its management intense litigation, the case settled for a total of engaged in a massive accounting fraud which $1.027 billion, one of the largest antitrust led to a restatement of over three years of settlements at that time. previously reported financial results. The court In re Washington Public Power Supply System approved a combined settlement of more than Securities Litigation, MDL 551 (D. Ariz.) was $140 million, including a $110 million a massive securities fraud litigation in which settlement with Arthur Andersen LLP, Milberg served as co-lead counsel for a class Sunbeam's auditor. At that time, the Andersen that obtained settlements totaling $775 million, settlement was one of the largest amounts ever the largest-ever securities fraud settlement at paid by a public accounting firm to settle federal that time, after several months of trial. securities claims. The settlement with the In re Exxon Valdez, No. 89-095 (D. Alaska) individuals was achieved on the eve of trial, and and In re Exxon Valdez Oil Spill Litigation, 3 ended almost four years of litigation against AN-89-2533 (Alaska Sup. Ct. 3d Jud. Dist.). Andersen and Sunbeam's insiders, including Milberg was a member of the Plaintiffs' Albert Dunlap, Sunbeam's former Chairman Coordinating Committee and co-chair of the and CEO. The settlement included a personal Plaintiffs' Law Committee in the massive contribution from Dunlap of $15 million. litigation resulting from the E~cxon Valdez oil In re Triton Energy Limited Securities spill in Alaska in March 1989. Plaintiffs Litigation, No. 98-256 (E.D. Tex.). Plaintiffs obtained a jury verdict of $5 billion, which, alleged that defendants misrepresented, among after years of appeals by Exxon, was reduced to other things, the nature, quality, classification, approximately $500 million by the United and quantity of Triton's Southeast Asia oil and States Supreme Court. Recently the United gas reserves during the period March 30, 1998 States Court of Appeals for the Ninth Circuit through July 17, 1998. The case settled for $42 held that plaintiffs are entitled to post judgment million. interest on the award in the amount of In In re Thomas &Betts Securities Litigation, approximately $470 million. No. 00-2127 (W.D. Tenn.), the plaintiffs, In In re Managed Care Litigation, MDL 1334 represented by Milberg as co-lead counsel, (S.D. Fla.). Final approval of a settlement alleged that Thomas &Betts engaged in a series between a nationwide class of physicians and of accounting improprieties while publicly defendant CIGNA Healthcare, valued in excess representing that its financial statements were in of $500 million, was granted on April 22, 2004. compliance with GAAP, and failed to disclose A similar settlement valued in excess of $400 known trends and uncertainties regarding its million involving a nationwide class of internal control system and computer and physicians and Aetna was approved by the court information systems. The case settled for $46.5 on November 6, 2003. The settlements stem million dollars in cash from the company and from a series of lawsuits filed in both state and $4.65 in cash from its outside auditor, KPMG. federal courts by physicians and medical In re MTC Electronic Technologies associations against many of the nation's largest Shareholder Litigation, No. 93-0876 health insurers arising from allegations that the (E.D.N.Y.). Plaintiffs alleged that defendants insurers engaged in a fraudulent scheme to issued false and misleading statements systematically obstruct, reduce, delay, and deny concerning, among other things, purported joint payments and reimbursements to health care venture agreements to establish providers. These settlements brought sweeping telecommunications systems and manufacture changes to the health care industry and One Pennsylvania Plaza •New York, New York 10119 • T 272.594.5300 • F 212.868.1229 • milberg.com NEW YORK MILBERGLLP LOS ANGELES telecommunications equipment in China. The independent directors and officers; the court approved a settlement of $70 million, amendment of the company's bylaws to permit including $65 million in cash and $5 million certain long-term substantial shareholders to worth of MTC Class A shares with "put" rights. propose, in the Company's own proxy In In re PaineWebber Limited Partnerships materials, nominees for election as directors Litigation, No. 94-8547 (S.D.N.Y.). Milberg (proxy access); and the requirement that all represented investors alleging that PaineWebber equity grants be approved by both the developed, marketed, and operated numerous Compensation Committee and a majority of the investment partnerships as part of an ongoing non-employee members of the Board. conspiracy to defraud investors and enrich itself In re Topps Co., Inc. Shareholder Litig., No. through excessive fees and commissions over a 600715/2007 (N.Y. Sup. Ct. N.Y. Cnty. Apr. twelve-year period. On March 20, 1997, Judge 17, 2007). Milberg served as co-lead counsel in Sidney Stein approved a $200 million this transactional case, which led to a 2007 settlement, consisting of $125 million in cash decision vindicating the rights of shareholders and $75 million worth of guarantees and fee under the rules of comity and the doctrine of waivers. forum non conveniens to pursue claims in the In Andrews a AT&T, No. 91-175 (S.D. Ga.)the most relevant forum, notwithstanding the fact Firm represented a class of persons who paid for that jurisdiction might also exist in the state of premium-billed "900-number" calls that incorporation. This case was settled in late involved allegedly deceptive games of chance, 2007 in exchange for a number of valuable starting in 1993. Defendants included major disclosures for the class. long-distance companies, which approved the In re Marketspan Corporate Shareholder call programs and billed for the calls. Litigation, No. 15884/98 (N.Y. Sup. Ct. Nassau Defendant MCI settled for $60 million in Cnty.). The settlement agreement in this benefits. The class against AT&T was derivative case required modifications of decertified on appeal and the Firm prosecuted corporate governance structure, changes to the the individual plaintiffs' claims, obtaining a jury audit committee, and changes in compensation verdict in 2003 for compensatory and punitive awards and to the nominating committee. damages. In re Trump Hotels Shareholder Derivative Litigation, No. 96-7820 (S.D.N.Y.). In this In the context of shareholder derivative actions, case, the plaintiff shareholders asserted various Milberg has protected shareholder investments derivative claims on behalf of the company by effectuating important changes in corporate against certain Trump entities and senior Trump governance as part of the global settlement of executives in connection with the self-serving such cases. Cases in which such changes were sale of a failing casino to the company in which made include: the plaintiffs held stock. Milberg negotiated a In re Comverse Technology, Inc. Derivative settlement on behalf of the plaintiffs that Litigation, No. 601272/2006 (N.Y. Sup. Ct. required Donald Trump to contribute a N.Y. Cnty.). On December 28, 2009, Milberg substantial portion of his personal interest in a announced a $62 million settlement for the pageant he co-owned. In addition, the derivative plaintiffs, which was approved by the settlement required the company to increase the Court on June 23, 2010. The settlement also number of directors on its board, and certain resulted in significant corporate governance future transactions had to be reviewed by a reforms, including the replacement of the special committee. offending directors and officers with new One Pennsylvania Plaza •New York, New York 10119 ~ T 212.594.5300 • F 212.868.1229 ~ milberg.com Nf W YORK MILBERGLLP LOS ANGELES PRECEDENT-SETTING DECISIONS Milberg has consistently been a leader in developing the federal securities, antitrust, and consumer protection laws for the benefit of investors and consumers. The Firm has represented individual and institutional plaintiffs in hundreds of class action litigations in federal and state courts throughout the country. In most of those cases, Milberg has served as lead or co-lead counsel. The Firm has also been responsible for establishing many important precedents, including the following: Platinum Partners v Chicago Board Options ("ATS") in connection with Pfizer's clinical Exchange, Inc., No. 1-11-2903 (Ill. App. Ct. trial of the drug, Trovan, without their 2012). Milberg represented an investment knowledge. In January 2009, the Second management group in a case against the Circuit reversed the District Court's dismissal Chicago Board Options Exchange, Inc. for lack of jurisdiction. The court held that the ("CBOE") and Options Clearing Corp. plaintiffs pled facts sufficient to state a cause of ("OCC"). The plaintiff investment management action under the ATS for a violation of group alleged that it was injured when the international law prohibiting medical CBOE and OCC privately disclosed strike price experimentation on human subjects without information to certain insiders prior to the their consent. information being made public. In the interim In re Comverse Technology, Inc. Derivative between the private disclosure and the public Litigation, 866 N.Y.S.2d 10 (App. Div. 1st announcements, the plaintiff purchased tens of Dept 2008). In this derivative case in which thousands of affected options. The lower court Milberg serves as co-lead counsel, plaintiff dismissed the complaint on the grounds that the shareholders sued certain of the company's CBOE and OCC, as self-regulatory officers and directors based on allegations of organizations, were immune from suit. illegal options backdating. The lower court However, the Appellate Court reversed, holding dismissed the plaintiffs' claims, holding that the that a private disclosure to insiders served no plaintiffs failed to make apre-suit demand on regulatory purpose and should not be protected the company's board, and that in any event, the from suit. The Illinois Supreme Court declined board had already formed a special committee the defendants' petition for leave to appeal. to investigate the misconduct. In this significant In re Lord Abbett Mutual Funds Fee opinion reversing the lower court's dismissal, Litigation, 553 F.3d 248 (3d Cir. 2009). This the Appellate Division clarified the standards of important decision set significant precedent demand futility and held that a board of regarding the scope of preemption under the directors loses the protection of the business Securities Litigation Uniform Standards Act of judgment rule where there is evidence of the 1998 ("SCUBA"). In reversing the District directors' self-dealing and poor judgment. The Court's dismissal of the plaintiffs' claims, the court noted that the mere creation of a special Third Circuit held that "SLUSH does not committee did not justify a stay of the action mandate dismissal of an action in its entirety and did not demonstrate that the board took where the action includes only some pre-empted appropriate steps. Rather, "the picture claims." In so holding, the court explained that presented in the complaint is that of a special "nothing in the language, legislative history, or committee taking a tepid rather than a vigorous relevant case law mandates the dismissal of an approach to the misconduct and the resultant entire action that includes both claims that do harm. Under such circumstances, the board not offend SLUSA's prohibition on state law should not be provided with any special securities class actions and claims that do ...." protection." • Abdullahi v. Pfizer, Inc., 562 F.3d 163, 170(2d South Ferry LP #2 v. Killinger, 542 Fad 776 Cir. 2009). In this matter, the plaintiffs, (9th Cir. 2008). The important opinion issued Nigerian children and their families, by the Ninth Circuit in this securities fraud class asserted claims under the Alien Tort Statute action clarified, in the post-Tellabs One Pennsylvania Plaza •New York, New York 10119 ~ T 212.594.5300 • F 212.868.1229 ~ milberg.com 10 NEW YC}RK :~: MILBERGLLP Las ANGELES environment, whether a theory of scienter based material, in pleading scienter in conformity with on the "core operations" inference satisfies the the requirements of the PSLRA. We therefore PSLRA's heightened pleading standard. In adhere to our decision to reverse the judgment siding with the plaintiffs, represented by of the district court dismissing the suit." The Milberg, the Ninth Circuit held that unanimous decision was written by Judge "[a]llegations that rely on the core operations Richard A. Posner. inference are among the allegations that may be Asher v. Baxter International, Inc., 377 F.3d considered in the complete PSLRA analysis." 727 (7th Cir. 2004). In reversing and The court explained that under the "holistid' remanding the District Court's dismissal, the approach required by Tellabs, all allegations Seventh Circuit resolved in plaintiffs' favor an must be "read as a whole" in considering important issue involving the PSLRA's "safe whether plaintiffs adequately plead scienter. harbor" for forward-looking statements. The After remand, the District Court found that the court held that whether a cautionary statement is plaintiffs sufficiently alleged scienter under the meaningful is an issue of fact, because whether Ninth Circuit's analysis. a statement is meaningful or not depends in part In re Gilead Sciences Securities Litigation, 536 on what the defendant knew when the statement F.3d 1049 (9th Cir. 2008). In this securities was made as well as other issues of fact. Thus, fraud class action in which Milberg represents this issue is not appropriately resolved on a the plaintiffs, the Ninth Circuit reversed the motion to dismiss. District Court's dismissal of the complaint in Gebhardt v. ConAgra Foods, Inc., 335 F.3d this opinion clarifying loss causation pleading 824 (8th Cir. 2003). This important decision requirements. In ruling that the plaintiffs strongly reaffirmed the principle that whether an adequately pled loss causation, the Ninth Circuit undisclosed fact would have been material to held that the plaintiffs' complaint identified a investors cannot ordinarily be decided on a "specific economic loss" following the issuance motion to dismiss. The Eighth Circuit, stressing of a specific press release, along with that "[t]he question of materiality hinges on the allegations of misrepresentations that were particular circumstances of the company in described in "abundant detail." The opinion question," observed that even relatively small established that plaintiffs in a securities fraud errors in financial statements might be material action adequately plead loss causation where if they concern areas of particular importance to they provide sufficient detail of their loss investors and raise questions about management causation theory and some assurance that the integrity. theory has a basis in fact. Based on this analysis, the dismissal was reversed, and the In re Cabletron Systems, Inc., 311 F.3d 11 (1st case was remanded to the District Court for Cir. 2002). In this opinion, the First Circuit further proceedings. joined the Second Circuit in allowing a complaint to be based on confidential sources. In Tellabs, Inc. v. Makor Issues c~ Rights, Ltd., The court also accepted the argument made by 551 U.S. 308 (2007), in which Milberg is lead plaintiffs, represented by Milberg, that courts counsel for the class, the United States Supreme should consider the amount of discovery taken Court announced a uniform standard for place prior to deciding a motion to dismiss, with evaluating the sufficiency of a complaint under a lack of discovery resulting in a the PSLRA. The court held that on a motion to correspondingly less stringent standard for dismiss, a court "must consider the complaint in pleading securities fraud claims with its entirety," accepting "all factual in allegations particularity. the complaint as true," as well as "tak[ing] into account plausible opposing inferences." On • In Puckett v. Sony Music Entertainment, No. remand, the Seventh Circuit concluded that "the 108802/98 (N.Y. Sup. Ct. N.Y. Cnty. 2002), a plaintiffs have succeeded, with regard to the class action was certified against Sony Music statements identified in our previous opinion as Entertainment on behalf of a class of recording having been adequately alleged to be false and artists who were parties to standard Sony One Pennsylvania Plaza •New York, New York 10119 ~ T 212.594.5300 ~ F 212.868.1229 • milberg.com 11 NEW YORK ~''~~ M I L B E R G LLP LOS ANGELES recording or production agreements entered into loss. In the court's view, taken together and in during the class period. The complaint alleged context, the Trust's representations would have that Sony had a policy of treating the value misled a reasonable investor. added tax on foreign sales of recordings In Shaw a Digital Equipment Corp., 82 F.3d improperly thereby impermissibly reducing the 1194 (1st Cir. 1996), the First Circuit remanded royalties paid or credited to the class members. plaintiffs' action after affirming, in part, Justice DeGrasse of the New York State Milbergs' position that in association with the Supreme Court determined that class filing of a prospectus related to the issuance of certification was appropriate and that Gary securities, a corporate-issuer must disclose Puckett (of Gary Puckett &the Union Gap) and intra-quarter, materially adverse changes in its jazz musician and composer Robert Watson business, if such adverse changes constitute were appropriate class representatives to "material changes" the disclosure of which is represent the class of artists and producers to required pursuant to the Securities Act of 1933. whom Sony accounts for foreign record royalties. In re Salomon, Inc. Shareholders Derivative Litigation, 68 F.3d 554 (2d Cir. 1995). The Novak v. Kasaks, 216 F.3d 300 (2d Cir. 2000). Second Circuit affirmed the District Court's The Firm was lead counsel in this seminal holding that derivative federal securities claims securities fraud case in which the Second against defendants would not be referred to Circuit undertook an extensive analysis of the arbitration pursuant to the arbitration provisions statutory text and the legislative history of the of the Rules of the New York Stock Exchange, PSLRA and pre-existing Second Circuit case but would be tried in District Court. Shortly law. Among other things, the Second Circuit thereafter, the case settled for $40 million. held that the PSLRA's pleading standard for scienter was largely equivalent to the pre- Kamen a Kemper Financial Services, Inc., 500 existing Second Circuit standard and vacated U.S. 90 (1991). The Supreme Court upheld the the District Court's dismissal which sought to right of a stockholder of a mutual fund to bring impose a higher standard for pleading scienter a derivative suit without first making apre-suit under the PSLRA. The Second Circuit also demand. Specifically, the Court held that rejected any general requirement that plaintiffs' "where a gap in the federal securities laws must confidential sources must be disclosed to satisfy be bridged by a rule that bears on the allocation the PSLRA's newly-enacted particularity of governing powers within the corporation, requirements. federal courts should incorporate state law into federal common law unless the particular state In re Advanta Corp. Securities Litigation, 180 law in question is inconsistent with the policies F.3d 525 (3d Cir. 1999). Here, the plaintiffs, underlying the federal statute.... Because a represented by Milberg, successfully argued that futility exception to demand does not impede under the PSLRA, scienter is sufficiently pled the regulatory objectives of the [Investment by making an adequate showing that the Company Act], a court that is entertaining a defendants acted knowingly or with reckless derivative action under that statute must apply disregard for the consequences of their actions. the demand futility exception as it is defined by The Third Circuit specifically adopted the the law ofthe State of incorporation." Second Circuit's scienter pleading standard for pleading fraud under the PSLRA. Mosesian a Peat, Marwick, Mitchell & Co., 727 F.2d 873 (9th Cir. 1984), cert. denied, 469 In Hunt v. Alliance North American U.S. 932 (1984). The Ninth Circuit upheld an Government Income Trust, Inc., 159 F.3d 723 investor's right to pursue a class action against (2d Cir. 1998), the Second Circuit reversed the an accounting firm, adopting statute of District Court's ruling, which denied plaintiffs limitation rules for Section 10(b) suits that are leave to amend to assert a cause of action favorable to investors. against defendants for failing to disclose that the defendant Trust was unable to utilize proper • Hasan v CleveTrust Realty Investors, 729 F.2d "hedging" techniques to insure against risk of 372 (6th Cir. 1984). The Sixth Circuit very One Pennsylvania Plaza •New York, New York 10119 • T 212.594.5300 F 212.868.1229 • milberg.com 12 NEW YORK MILBERGLLP LOS ANGELES strictly construed, and thus narrowed, the ability were personally unaware of the false and of a "special litigation committee" of the board misleading statements reflected in the stock's of a public company to terminate a derivative price. In so holding, the court noted that class action brought by a shareholder. actions are necessary to protect the rights of Fox v. Reich &Tang, Inc., 692 F.2d 250 (2d defrauded purchasers of securities. Cir. 1982), aff'd sub nom, Daily Income Fund, Bershad v McDonough, 300 F. Supp. 1051 Inc. v. Fox, 464 U.S. 523 (1984). The court (N.D. Ill. 1969), aff'd, 428 F.2d 693 (7th Cir. held that a Rule 23.1 demand is not required in 1970). In this case, the plaintiff, represented by a shareholder suit brought pursuant to Section Milberg, obtained summary judgment on a 36(b) of the Investment Company Act. claim for violation of Section 16(b) of the Rifkin v Crow, 574 F.2d 256 (5th Cir. 1978). Securities Exchange Act, where the transaction The Fifth Circuit reversed an order granting at issue was structured by the defendants to look summary judgment for defendants in a Section like a lawful option. The decision has been 10(b) case, paving the way for future acceptance cited frequently in discussions as to the scope of the "fraud-on-the-market" rationale in the and purpose of Section 16(b). Fifth Circuit. Heit v. Weitzen, 402 F.2d 909 (2d Cir. 1968). Blackie v. Barrack, 524 F.2d 891 (9th Cir. The court held that liability under Section 10(b) 1975), cert. denied, 429 U.S. 816 (1976). This of the Securities Exchange Act extends to is the seminal appellate decision on the use of defendants, such as auditors, who were not in the "fraud-on-the-market" theory of reliance, privity with the named plaintiffs or the class allowing investors who purchase stock at represented by the named plaintiffs. artificially inflated prices to recover even if they One Pennsylvania Plaza •New York, New York 10119 • T 212.594.5300 ~ F 212.868.1229 ~ milberg.com 13 ATTORNEY BIOGRAPHIES BARRY A. WEp~1v graduated from Harvard College in 1974. He received a J.D. degree from the New York University School of Law in 1978, and a master of public affairs from the Woodrow Wilson School of Princeton University in 1978. While in law school, Mr. Weprin was notes and comments editor of the New York University Law Review. Since joining Milberg, Mr. Weprin has specialized in securities and insurance litigation. He has served as lead or co-lead counsel in a number of complex securities class action litigations. He was one of the principal attorneys in the sales practice litigations against The New York Life Insurance Company, The New England Life Insurance Service Company, The Massachusetts Mutual Life Insurance Company, The John Hancock Mutual Life Insurance Company, and The Prudential Life Insurance Company which recovered billions of dollars for policyholders. Mr. Weprin is a frequent lecturer on complex litigation issues. Previously, Mr. Weprin served as law clerk to Judge Charles P. Sifton of the United States District Court for the Eastern District of New York and was associated with the law firm of Wachtell Lipton Rosen &Katz where he specialized in commercial and securities litigation. He also served as general counsel to the New York State Housing Finance Agency and the New York State Medical Care Facilities Finance Agency, two agencies that issue tax exempt bonds for financing nonprofit medical facilities and qualified housing projects. Mr. Weprin is very active in his community of Mamaroneck, New York, having served as a Town Councilman and a member of the Zoning Board of Appeals. He is President of the National Association of Shareholder and Consumer Attorneys(NASCAT) as well as Vice President of the Institute for Law and Economic Policy (ILEP). Mr. Weprin is a member of the American Bar Association, the Association of the Bar of the City of New York, the New York County Lawyers Association, and the New York State Bar Association. Mr. Weprin is admitted to practice in New York, the United States District Court for the Southern and Eastern Districts of New York, the United States Court of Appeals for the Second Circuit, and the United States Supreme Court. PAUL J. A1vnxE.~ovlCs graduated from Union College, Schenectady, NY, in 1992, Phi Beta Kappa, magna cum laude, with a B.A. degree in political science. In 1995, Mr. Andrejkovics received his J.D. degree from Albany Law School. Mr. Andrejkovics's practice concentrates on class action settlements and settlement administration. He was admitted as a member of the New York bar in 1996 and is admitted to practice before the United States District Court for the Northern, Southern, and Eastern Districts of New York. C~~u,Es SLIDDERS received his L.L.B. from Melbourne University in 1994, with honors, and his L.L.M. from Monash University in 2002. Mr. Slidders is an experienced commercial litigator with almost fifteen years of litigation experience. Prior to joining Milberg in 2008, Mr. Slidders was the principal and founding partner of one of Melbourne, Australia's premier boutique commercial litigation firms. He has frequently appeared in Australia's mainstream media in relation to his legal work. Mr. Slidders has significant experience in plaintiffs' and class action litigation. He has acted in a variety of matters involving Australia's antitrust (trade practices) laws, corporations law, and general business and property law. Mr. Slidders has been influential in shaping the law in Australia. He precipitated the retrospective amendment of Victoria's domestic building laws after finding a loophole in the legislation that he successfully litigated before the Supreme Court of Victoria. He also initiated one of Australia's largest multiparty claims alleging breach of fiduciary duties by property developers. Mr. Slidders' firm was preferred counsel for Victoria's farming community through the Victorian Farmers Federation -the body representing more than 20,000 Victorian farmers. He has acted in agribusiness matters involving trade practices issues against multinational grain trade companies (disputes involving hundreds of millions of dollars of derivative contracts on the CBOT). He has also advised shareholders in a derivative dispute with the management of one of Australia's leading egg wholesalers. Mr. Slidders is admitted to the bar of New York and is admitted to practice law in Victoria, Australia. LEIGH SMI'rx [No Longer with the Firm] received a B.A. degree, with high honors, and an M.A. degree from Rutgers University. Ms. Smith received a J.D. degree from Cornell Law School in 1999. Ms. Smith focuses her practice primarily on class actions on behalf of defrauded investors. She also has significant experience with complex commercial litigation and consumer class actions. Her involvement in In re Tyco International Ltd. Securities Litigation, No. 02-1335, helped recover an aggregate settlement of $3.2 billion. While at Rutgers University, Ms. Smith majored in French and was elected to Phi Beta Kappa and Phi Sigma Iota. As a graduate student, she studied French literature and film and spent a year in France working as an assistant English teacher. Ms. Smith taught French at Rutgers and at the University of Iowa before going to law school. During law school, Ms. Smith served as the Acquisitions Editor for the Cornell Journal ofLaw and Public Policy and was a member of the Cornell Moot Court Board. She also was active in a number of student organizations. Prior to joining Milberg, Ms. Smith worked at large law firms in New York and New Jersey. She is admitted to practice in the United States District Courts for the Southern District of New York, the Eastern District of New York, the District of New Jersey, the District of Massachusetts, the District of Colorado, and the United States Courts of Appeals for the First, Second, Third, and Ninth Circuits. JEFF S. WESTE1t1KA1v [No Longer with the Firm] received his B.A. degree from Northwestern University in 1977, where he was selected to be a member of two senior honorary societies. He received his J.D. degree from the University of Pittsburgh in 1980, where he was a member of the Law Review. Mr. Westerman's practice is primarily in the areas of securities fraud, consumer, and antitrust class actions, shareholder derivative actions, and corporate mergers and acquisitions litigation. He has served as lead or co-lead counsel in cases resulting in significant corporate governance changes, and resulting in recoveries and recognized increased value to plaintiffs totaling more than $800 million. In 2005, The Daily Journal recognized him as one of the top 30 securities litigators in California. Mr. Westerman regulazly serves as a moderator or speaker for programs on complex litigation, developments in class action practice, settlements, the Sarbanes-Oxley Corporate Responsibility Act, shareholder derivative actions, and trends in business litigation. Mr. Westerman was a member (2001-2003) and Co-Chair (2002-2003) of the Central District of California Attorney Delegation to the United States Ninth Circuit Judicial Conference. He serves on the Central District of California, U.S. Magistrate Judge Merit Selection Panel (2003-present) and he has served on the standing committee on Attorney Discipline (2004-present), and was appointed Vice Chair in 2011. He is also a member of the Central District of California Attorney Settlement Officer Panel (1998-present). Mr. Westerman was the president of the Association of Business Trial Lawyers (2004-2005); a member of the Board of Governors (1997-2005), Treasurer (2001-2002), Secretary (2002-2003), and Vice President (2003-2004). He is also on the Board of Governors of the Consumer Attorneys Association of Los Angeles(2003 -present). Mr. Westerman is the Treasurer of the Los Angeles County Bar Executive Committee for the Litigation Section, a member of the Bench-Bar Civil Courts Committee, and a member of the Board of the Los Angeles Chapter of the Federal Bar Association. He is also past Chair of the LA County Bar 2 Complex Courts Bench-Bar Committee, and he served as Judge Pro Tem in the Los Angeles Small Claims Court in 1987-1988, 1990, 1992-1993, and 1996-1997. He is a member of the Los Angeles County and Federal Bar Associations. He was on the California State Bar Task Force on Complex Litigation, and Chair of the Judicial Education Subcommittee (1997). He is one of Lawdragon's 3000 Leading Plaintiffs' Lawyers In America (2007- 2010). Mr. Westerman is admitted to practice in the courts of the State of California, as well as the United States District Courts in California, the United States Court of Appeals for the Ninth Circuit, and the United States Supreme Court. JOsxun KELLER [No Longer with the Firm] focuses his practice on securities and consumer fraud litigation, as well as derivative actions, litigating class actions in both federal and state courts. Mr. Keller was part of teams that successfully represented investors in In re Biovail Corp. Securities Litigation (S.D.N.Y.)(settling for $138 million and certain corporate governance modifications) and in In re Sears, Roebuck & Co. Securities Litigation (N.D. Ill.) (settling for $215 million). Additionally, Mr. Keller was part of teams that successfully represented consumers in recent settlements in In re Reebok EasyTone Litigation (D. Mass.) ($28.5 million settlement) and In re Skechers Toning Shoes Product Liability Litigation (Grabowski) (W.D. Ky.) ($45 million settlement), class actions alleging material misrepresentations relating to the purported benefits of toning shoes. Mr. Keller's practice also involves bankruptcy, as he represents numerous victims of the Bernard L. Madoff Ponzi scheme in connection with the Securities Investor Protection Act liquidation proceeding pending in the bankruptcy court for the Southern District of New York. Mr. Keller has also provided pro Bono legal assistance, providing successful representation of a family in connection with an adoption proceeding in family court. Mr. Keller graduated from the University of North Carolina in 1998 and from Albany Law School of Union University in 2004. Mr. Keller is admitted to practice in the courts of the States of New York and Colorado. 3 l SUPERIOR COURT OF THE STATE OF CALIFORNIA 2 COUNTY OF LOS ANGELES, CENTRAL DISTRICT 3 BOTTLEBRUSH INVESTMENTS, L.P., Case Nn. BC 407967 a California limited partnership, 4 Assigned for All Purposes to the Honorable Plaintiff, Elizabeth Allen White, Department 48 5 v. 6 HE LAMBETH COMPANY, a 7 alifornia limited partnership, et al., 8 Defendants. 9 ONSOLIDATED WITH: Case No.: BC 408661 10 I.F.,GHORN INVESTMENTS, I.TD., a 11 alifornia limited partnership, [Related to Case Nos. BC 409548, BC 41382I, BC 413820 BC 422257 and 12 Plaintiff, BC 456932] 13 v. 14 RIGHTON INVESTMENTS, LTD., a alifoinia limited partnership, et al, 15 Defendants. 16 17 ND RELATED CROSS-ACTIONS 18 19 20 21 ?2 23 24 25 ?h 27 28 1 OUGLAS HALL, as Co-Trustee of the Lead Case No. BC413820 IVIAN H. HALL IRA and. Derivatively on Consolidated with: BC413821 2 ehalf of CRESCENT SECiJRITIES, [Related to Case Nos. BC404557, BC404557; 3 Plaintiff,. BC407721, BC407967, BC408661, BC409Ei5$, BC422257 and BC422258] 4 vs. 5 AMELA CHRIS as executor of the estate of~ TANLEY CHRIS, et al. 6 Defendants, 7 and 8 HE POPHAM COMPANY, 9 First Nominal Befendant, 10 and 11 ARLOMA SECURITIES, 12 Seeond Nominal Defendant. is AND 14 TEVEN HEIMOFF, as Trustee of the 15 TEVEN HEIMOFF IRA and. Derivatively on ehalf of MARLOIVIA SECURITIES, 16 Plaintiff, 17 ~S 18 AMELA CHRIS as executor of the estate of 19 TANLEY CHRIS, et al, 20 Defendants, 2l and 22 HE POPHAM COMPANY, 23 First Nominal Defendant, 24 and 25 ARLOMA SECURITIES, ~6 Secand Nominal Defendant 27 28 III DECLARATION OF STEPHEN A. WEISS IN SUPPORT OF MOTION FOR ATTORNEYS' FEES AND 3 REIMBURSEMENT OF EXPENSES FILED ON BEHALF OF SEEGER WEISS LLP I, Stephen A. Weiss, hereby declare as follows: 5 1. I am a founding member of the law 6 firm of Seeger Weiss LLP. I submit this 7 declaration in support of my firm's application for an award of attorneys' fees in connection with 8 services rendered in this case, as well as the reimbursement of expenses incurred by my firm in 9 ~ connection with this litigation. 10 2. My firm acted as one of plaintiffs' counsel in these derivative actions. The tasks I1 undertaken by my firm can be summarized 12 as follows: participated in taking deposition of 13 Stanley Chais and other key deponents, defended deposition of Senator Loretta Weinberg, 14 drafted key sections of oppositions to Defendants' demurrers, conducted substantial legal i 15 research for amended complaint and assisted in drafting amended com}~laint, conducted review 16 of thousands of pages of client documents in preparation for production and drafting privilege 17 log, and participated in formulating case strategy. 18 19 3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the 20 amount of time spent by the partners, other attorneys, and professional support staff of my fine 21 who «sere involved in this litigation, and the lodestar calculation based on my firm's current 22 billing rates.' For persons who are no longer employed by my firm, the lodestar calculation is 23 based upon the billing rate for that person in his or her final year of employment by my firm. The 24 schedule was prepared from contemporaneous, daily time records regularly prepared and 26 27 ~ This application does not include time for anyone who spent fewer than 5 hours on this litigation. 28 1 maintained by my firm, which are available at the request of the Court for review in camera.' 2 Time expended in preparing this application for fees and reimbursement of expenses has nat 3 ~ been included in this request. 4 5 4. The hourly rates for the partners, other attorneys, and professional support staff in my firm included in Exhibit 1 are the same as the regular current rates charged for their services 7 in non-contingent matters and/or which have been used in the lodestar cross check accepted by g courts in other derivative, class, or other contingent litigation. 9 5. The total number of hours expended on this litigation by my firm is 574.55 hours. 10 11 Tie total lodestar for my firm is $410,048.25, consisting of $408,720.75 for attorneys' time and 12 $1,327.50 for professional support staff time. 13 6. My firm's lodestar figures are based upon the firm's billing rates, which rates do 14 not include charges for expense.items. Expense items are bi}led separately and such charges are IS not duplicated in my firm's billing rates. 16 17 7, As detailed in Exhibit 2, my firm has incurred a total of $2,971.94 in un- ~ ~ reimbursed expenses in connection with the prosecution of this titigatian. 19 8. The expenses incurred. in this action are reflected on the books and records of my 2d i~irm, which are available at tl~e request of the 'I 21 Court. hese books and records are prepared from 22 expense vouchers, check records and other source materials and represent an accurate 23 recordation of the actual expenses incurred. Third-party expenses are not marked up. ~4 25 2? These records may include information concerning privileged and/or confidential attorney-c communications or work product. 2R 1 9. By agreement between Plaintiffs' Counsel, my fir[n is not charging separately for 2 the following costs and expenses: secretarial and clerical overtime, including their meals and 3 ~ local transportation; after-hours HVAC; word processing; secretarial/clerical time for document 4 ',I preparation; time charges for routine copying, faxing or scanning; incoming/outgoing fax 5 charges; office supplies (such as paper, binders, etc.); special publications; continuing legal 6 7 education seminars; working meals for attorneys (with the exception of meals with clients, expert 8 or other witnesses, or meal expenses for meetings between Plaintiffs' Counsel.); and local 9 overtime meals and transportation for attorneys. 10 ]0. With respect to the standing of counsel in this case, attached hereto as Exhibit 3 is 11 a brief biography of my firm and attor~ieys in my firm who were principally invotved in this 12 13 litigation. 14 I declare under penalty of perjury that the foregoing is true and correct. Executed this 15 I, day of January, 2017. 16 17 ~ _ J.~ _.. 18 A. 19 20 EXHIBIT i 21 Bonleb►•us1: Irivest►r:etrts, LP v Tlie Lanzbetli Cvntpany, et al., Case No. BC~07967 22 Leghorn Investments, Ltd. v. Brighton Investntertts, et al., Case No. BC408661 Hall v. Clzais, et al., Case No. BC413820 23 Heihioff v. Chaffs, et al., Case No. BC413821 24 [NOTE: IF YOU NEED TO ADn SPACES OR DELETE PERSONNEL DESCRIPTIO THAT DO NOT APPLY TO YOUR FIRM (E.G., NO PROFESSIONAL SUPPORT 25 STAFF),PLEASE DO SO.] 26 SEEGER WEISS LLP 27 TIME REPORT —Inception through January 4, 2017 28 EXHIBIT 1 TO WEISS DECLARATION 1 Name Total Hourly Total Hours Rate Lodestar 2 PARTNERS: 3 Stephen A. Weiss 12.50 975 $12,1$7.50 ATTORNEYS: 4 Asa R. Danes 162.35 775 $125,821.25 Parvin K. Arninolroaya 395.20 685 $270,712.00 5 PROFESSIONAL SUPPORT STAFF: 6 Daniel Mora 4.50 295 $1,327.50 TOTALS: $410,048.25 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ~~ ?~ 28 A B C D E F G H I K L M N 2 8/5/2010 19034-002 Stanley Chair Derivative Action (Douglas Hall. v.~ ARD Asa R. Danes Associate T 0.5 485 242.50 775 387.50 Conferences with S. Weiss and P. Aminolroaya regarding document review Telephone conference with J. Keller regarding document review; office conferences with 3 a/~/2oio, Staple Chaffs Denvativc Action ou las Hall v. ARD~sa R. Danes AA~sociate T 0.75 485 363.75 581.25 P. Aminolroaya regarding same ~~S _____,_... 4 8/11/2010 19034-002 Stanley Chaffs Derroatrve~ ~ Action (DDou glas Hall v. ~ ARD Asa R. Danes Associate IT 0.75 43~ 363.75 581.25 Review L. Weinberg documents Prepare application for adrrussion pro hac vice; correspondence with J. Keller regarding $ 8/12/2010119034-002__-----w _—~_ Stanley Chaffs Derivative.lction (Douglas TIall v. ~ ARD ,Asa R. Danes ,associate T 09 485 436.50 775 697.50 same Review L. Weinberg documents; prepare application for pro hac vice admission; correspondence with A. Sokolowski regarding same; conferences with J. Keller ~ 8/13/2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.) ARD Asa R. Danes Associate T 9.5 485 4,607.50 775 7,362.50 regarding document review and production; review and consider issues related to same Review L. Weinberg documents for document producrion; contiidcr issues related to 7 8/15/2010 1 034-002 Stanley Chaffs Derivative Action (Douglas Hal] v.) ARD Asa K. Danes ~ssociate T ~ 9 485, 4,365.00 ~ 775 6,975.00 privilege and responsiveness 8 8/16/2010 19034-002 Stanley Chaffs Derivative .~crion (Douglas Hall v.) ARD Asa R. Danes Associate T 4.25 485 2,061.25 775 L. 3,293.75 Weinberg document review; consider issues of privilege and relevance _._ _. T~~ _ 7751 Communications with J. Keller regarding document production and deposirion ~ 8/17/2010 19034-002 Stanley C'hais Derivative Action (Douglas Hall v.) r,Rll Asa R. Danes Associate 1' 2 485 970 00 ' ~, 1,550.00 ~~, transcripts; review same Communicarions with co-counsel regarding document production and pro hac vice 1~ 8/78/2010 19034x002 Stanley Chair Derivative Action (Do~las Hall v. ARD Asa R. Danes AStioaate T 6 . 485 2,910.00 775 4,650.00 admission; review de~osirion transcripts, exhibits and pleadings Y l Communications with. Keller and P. ~~minolroaya regarding deposition of L. 11 8/19/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v. ARD Asa R Danes Associate T 2 485~~ 970.00 I~ 775 1,550.00 Weinberg; __. __ review deposition transcripts and pleadings _..w.__ —._ Communications with P. Aminolroaya regarding opposition to demurrer; prepare same; 12 8/20/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) ~RD Asa R. Danes Associate T 8.5 485 4,122.50 775 6,587.50 legal research in connection with same; review and consider issues related to same 13 8/22/2010 1903 002 Stanley Chaffs Derivarive Action (Douglas Hall v.) ',ARD Asa R Danes ~~ssociate ~T ~2.5~ 485 1,212.50 i~ 775 1,937.50 'Prepare opposition to demurrer; correspondence with P. ~lminolroaya regarding same Telephone conferences with J. Keller regarding discovery orders and document review; communications with P. Aminolroaya regarding same; conference with P. Aminolroaya regarding demurrer; review documents for privilege and relevance; review produced 4 8/ 23 / 2010 19034-002 Stapley C'hais Denvatrve fiction (D vug las Hall v.) ARD Asa R. Danes Associate T 7 485 3,395.00 775 5,425.00 documents for deposition preparation; consider issues regarding same Review documents for deposition preparation; communicarions with P. Aminolroaya 15 8/24/2010'1 19034-002 Stanley Chaffs Derivative Action ou las Hall v.) B ARD Asa R. Danes I Associate jT 11.75 485 5,698.75 775 9,106.25 and co-counsel regarding same _. _ __..`.__._... - ___.__e.,_.._._.__ Conference with L Weinberg, P. Aminolroaya and J. Keller in Teaneck, NJ regarding deposition testimony; review documents and consider issues in preparation for 1~ 8/25/2010 19034-002 Stanley Chaffs Derivarive Action (Douglas Hall v.~_ARD Asa R. Danes _Y Associate T 11.5 rr485 5,577.50 775 -- __._ 8,912.50 deposition; commumcatronti with P. Aminokoaya and co-counsel regarding same Defend deposition of L. Weinberg in Newark, NJ; conferences with J. Keller, P. Aminolroaya regarding testimony; review and consider documents and issues in 17 8/26/2010 19034-002 Stanle Chaffs Derivarive Action vu las Hall v. t1RD Asa R. Danes Associate T 12.3 485 5,965.50 775 9,532.50 (preparation for deposition ~ ,~—___ Conference with S. Weiss, l' Aminolroaya, B. Weprin and J. Keller regarding court's 18 9/16/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) ARD Asa R. Danes Associate T 2 485 970.00 775 1,550.00 decision; review same 1 9/21/2010 19034-002 ,Staple Chaffs Derivative Acrion ou las Hall v. ARD Asa R. Danes ~~~As~ociate ~ T '~ 4.21, 485!, 2,037.00'~ 775( 3,255.00 (Review deposition transcripts 20 9 23 2010( 19034-002 Stanley Chaffs Denvauve Acrion ~ou~las Hall v.) ~~ `~sa R. Danes Associate T 0.4 485 194.00 775 310.00 Review deposition transenpts 21 9/24/2010(19034-002/ / Stanley Chaffs Denvatroe Action ~ouglas hall v.~ i,~~ (Asa R. Danes Associate T 0.25' 485 121.25 l~^775 193.75 (Review correspondence from co counsel regarding discovery issues _.._. 22 9/28/2010 19034 002 Stanley Chaffs Dcrivarive Action (Douglas Hall v.) ARD Asa R. Danes Associate T 0.25 485 121.25 775 193.75 Communications with co counsel regarding deposition transcript y ( g ) V ~ Telephone conference with client and co-counsel regarding deposition transcript; review 4,068.75 dc~osirion transcript; consider issues related to same 775' 24 10/4/2010 19034-002 5tanle Chaffs Derivatrve Action l,ou las Hall v. ARD Asa R. Danes Associate I' 3.75 485 1 818.75 2,906.25 Review documents collected from M. Turner for rivile e and relevance A B C D E F G H I K L M N "1'elcphone conference with client and co-counsel regazding deposition transcript; communications with P. Aminolroaya regazding document review; review and consider 25 10/5/2010',79034-002 Stanley Chair ,Derivative Action (Douglas Hall v.) ARD i11sa R. Danes Associate I"l 1.75, 485 848.75 775 1,356.25 issues related to deposition transcript 2 10/7/201.0 19034 002 Stanley Chaffs Derivative Action (llouglas_Hall v~ ARD Asa R_Danes Associate T 1~ 485 485.00 775 775.00 Review deposition transcript; consider issues. related to same ~~ Review L. Weinberg deposirion transcript; communications with co-counsel regarding 27 10/11/2010 19034-002Stanley Chaffs Derivative Action (Douglas Hall v.) IARD~Asa R. Danes lAssociate ~T 1 4851, 485.00 775 775.00 same -- - __~_._ _ 28 10/12/2010 19034-002 Stanley Chaffs Derivative Action (llouglas Hall v.) ARD Asa R. _ Danes Associate T 1.5 485 727.50 775 1,162.50 Communications with client regarding errata sheet to deposirion transcript __ 2 10/13/201019034-002 ~~~Stanley Chaffs (,Derivative Action (Douglas Hall v.) ~ARD (Asa R. Danes ~~Associate TT- ~ ~ 2.5'~i 485 1,212.50 I 775 1,937.50 ,Correspondence( with co-counsel regarding deposition transcripts Correspondence with opposing counsel regarding errata sheet and substitution of deposirion exhibit; communications with S. Weiss and co-counsel regarding same; 30 10/14/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) ARD R. Asa Danes _~__ ;associate 1' 3.5 485 1,697.50 775 2,712.50 communications with court reporter regarding same _.....__.._.. 31 11 /4/2010(19034-002 Stanley Action Chaffs Derivarive (Douglas Hall v.) ARD Asa R. Danes ,_~ lssociatc 1' 0.2~~ 485 i~ 97.00 7751 155.00 Communications with J. Keller regarding deposition transcript and invoice __ 32 11/10/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) ARD Asa R. Danes associate T 0.2 485 97.00 775 155.00 Communications with J. Keller regarding deposition transcript and invoice 33 11/11/2010(19034-002 i~ StanleY Chaffs Denvative Actron ~vu g las Hall v.) -1RI~ '~1sa R. Danes ;lssociate T 0.2~ 485 ~, 97.00 775 155.00 jCommunications with J. Keller regarding deposition transcript and invoice 34 12/8/2010 19034-002 Stanley Chaffs Denvatrve Acton (Douglas Hall v.) .~RD ( Asa R. Danes associate "T 0.2 485 97.00 775 155.00 Review correspondence from J. Keller regarding document review 3 12/9/2010 ~ 19034-002 ~ Stanle C,hais Dcnvat~vc 1lction ou las Hall v. ARD Communications with J. Keller regarding document review project ~'' 3 12/10/2010 19034-002 Stanley~ C~hais Denvatrve~ ~ Action ~you g las ~ Hall v.) ~ARD Asa R Danes 1~sociate~ 1' ~ 0 2 485 ~ X97.00 775 ~ 155.00 Telephone conference with J. Keller regarding document review p~ect 37 12/30/2010 ~~ 19034-002 I, Stanley Chazs Derivative Action (llouglas Hall v.) ~ ARD Asa R Danes associate 7' ~_ 7 6~ 485 3,686.00 ~~775 ~ 5,890.00 ,Document review; consider issues relating to same 12/31 38 /2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) ARD tlsa R. Danes Associate '1' ~..4.9 485 2,376.50 .~775 3,797.50 Document review; consider issues relating to same 3 1 /3/2011 119034-002 ~ Stank~ ~ Chaffs Derroative Action ~you g las Hall v.) 11RD '~:1sa R. Danes ~ I~i~ssociate 1; ~ 2 485 970.00 ~~ 775 ( 1,550.00 ,Document review; consider issues relating to same 4~ 1 /4/2011 19034-002 Stanley Chaffs Derivarive Actron (Douglas Hall v.) ARD Asa R. Danes Associate I 2.3 485 1,115.50 775 1,782.50 Document review; consider issues relaring to same 41 1/10/2011 ~ 19034-002 ~~~StanleY Chaffs Derivative Acrion ~ou .g laa Hall v. 1~RD Asa R. Danes Associate T ~7.5I 485 3,637.50 775 5,812.50 Document review; contiidex issues relarin~ to same 42 1/12/2011 19034-002 Stanley Chaffs llerivative Action (Douglas I-Iall v.) ARD Asa K. Danes Associate T 2 485 970.00 775 1,550.00 Document review; consider issues relating to same 43 1/13/2011 i~ 19034-002 Stanle~~ Chaffs 'Derivarive Action ~llouglas Hall v.) IARD (Asa R Danes ~-- Associate '1' ~ 3 485 1,455.00. 775 2,325.00 Document review; consider issues relating to same 44 1/14/2011 19034-002 Stanley Chaffs Derivative i~ction (Douglas Hall v.) ARD Asa K. Danes Associate T 7 485 3,395.00 775 5,425.00 Document review; consider issues relating to same Y ~ b 6,122.50 Document review; consider issues relating to same 295 ~~' __ 45 8/12/2010 19034-002 StanleY Chaffs Derivative Action_ _ _ ~vu _ g Tlas Hall v.) JI M , Ianel Moras _---. Parale_ $l al T__. 7 2 225 3 450.00 _~ ____ 590.00 Prepared pro hac vice paper A. Danes ~ ~ ~ ) J I ~ ~ ' Continued drafting pro hac vice application for A. Dane and prepared to forwazd same 47 8/13/2010 19034-002 Staple Chaffs Derivative Action ou las Hall v. Dn-1 Darnel Mora Parale al T 2.5 225, 562.50 295 737.50 ~~to co-counsel Read and review Defendants responses to request for production of documents. Read 48 12/14/2009 19034-002 Stanley Chaffs Derivarive Action (Douglas Hall v.) PKA Parvin K. 1~minolroaya Associate T 0.6 395 237.00 685 411.00 and review proposed first amended complaint. 4 4/6/20101 19034-002 Stariley Chaffs Derivarive Acrion (Douglas Hall v.) PKr1 Parvin K. Aminolroaya (Associate T _~; 3.5 395~I 1,382.50 685 2,397.50 ~IAttend Deposition of Stanley Chaffs and confer with co counsel re same._.. _ _ 50 4/6/2010 19034-002 Stanley Chaffs Derivarive Acrion (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 0.3 395 118.50 685 205.50 Draft email to S. Weiss re substance of Chaffs deposition. ____ S1 4/7/2010 19034-002 Staple3 ~ Chaffs Derivative Action ~llou g las Hall v.) 'PKA i ',Parvin K. ArmnolroaY a Associate.~ ~._._L,T 4.5 395 1,777.50 685 3,082.50 i~ Attend the deposition of Stanley Chaffs. Attend lunch meerin~~re case strategy. Keview previous deposition in Chaffs Qanuary and March 2010) per S. Weiss. Draft email 52 4/7/2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.) PKA ]'arvin K. Aminolroaya Associate T 4 395 1,580.00 685 2,740.00 to S. Weiss re same. 53 4/8/2010(19034-002 Stanley Chaffs ~Derivarive Action (Douglas Hall v.) ~~ PKA Parvin K. Aminolroaya Associate~T~-_~ 3.5 ~I 395 ( 1,382.50 ~~ 685 2,397.50 (Attend deposition of Stanley Chaffs. Draft email to S. Weiss re status of depositions. 54 5/4/2010 19034-002 Staple Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. ~minolroaya Associate T 1.5 395 592.50 685 1,027.50 Participate in conference call re briefing of oppositions to demurrers. Review demurrers. Read and review Stanley Chaffs Defendants llemurrers in Hall and I Icunoff matters. 55 5/6/2010 79034-002 Stapley Chaffs Dcrroatroc Action (Dou g las Hall v.) PKA ~Parvin K. Aminolroaya Associate ~P~ 3 3951 1,185.00 685 2,055.00 Begin researching double derivative issues. Conduct legal research on double derivative suits. Draft outline for opposition to 56 5/10/2010 19034-002 Stanley Chaffs Derivatrve Action (Douglas Hall v. ~ PKA Parvin K AminokoaFya Associate _.__T 3 395 1,185.00 685 2,055.00 demurrer section on double derivative suits. ~, Continue researching law on double derivative suits. Read Heimoff First Amended 5~ 5/11/2010 79034-002 ~iStanle Chaffs Derivative Action ou las Hall v. ~PKA Parvin K. Aminolroa a Associate T 8 395 3,160.00 685' 5,480.00 ~Com laint. Revise outline. Confer with C. Van De Kieft re same. A B C D E F G H I K L M N Conduct legal research far opposirion to Stanley Chaffs Defendants demurrer with 58 19034-002 5/12/2010 Stanley Chaffs Derivative Action (Douglas Hall v~ PKA Parvin K. Aminolroaya Associate T 8.5 395 3,357.50 685 5,822.50 respect to Popham and Crescent derivarive cases. Draft opposition to demurrer. ~~._ 5 5/13/2010119034 002 .Stanley Chaffs (Derivative Action (Douglati Hall v~ PI~~ Parvin K. Aminolroaya Associate T 3 5 395I 1,382.50 685 2,397.50 Rcvise draft opposition to Stanley Chaffs defendants demurrer. 60 5/ 1 4/ 2 0 1 0 19034 - 002 Stanle~Chais ,Denvatrve Action ~Dou~las Hall v. PKA Parvin K. Aminolroa~a Associate T 4 395 1,580.00 685 2,740.00 Discuss draft opposition to demurrer with S. Weiss. Revise draft. lawnce call re case strategy and amending of complaint Research ~1 .5/18/2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.Z PKA Parvin K. Aminolroaya ~ssociate ~T . 3 395 1,185.00 685. 2,055.00 ~dcbl pdcri ative In connection with amending complaint, read numerous Complaints against Stariley Chaffs. Review notes from 5/18/10 conference call. Researched limited partnershij~ law 62 5/19/2010_ 19034-002_ Stanley Chaffs Derivarive Action (Douglas Hall v.) PKA Parvin K. Aminoiroaya Associate T 6.5 395 2,567.50 __.685 4,452.50 in California. Read and review our complaints. ~ ~ g ) Research California's limited partnership law for partnerships formed m 1975 Draft 63 5/20/2010 19034-002 l Stanle Chaffs Denvat~ve Acrion ou las Hall v. '1 KA '1 arvin K. Aminolroa~~ a Associate ~__~~__ T 5.5 W 395 2,172.50 685 3,767.50 memo. ~ ______.____.._.__~~__ __._..__ .__.u~...__. 4 5/21 /2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.) PKA Parvin K. Ainiiiolroaya Associate T 3.5 395 1,382.50 685 2,397.50 Continue researching limited parmertihip issue. _.__._ __ Revise memo re limited partnerships in California. Read deposition transcripts of ~$ 5/25/2010 19034-002 Stanl~ C.hais Derivative Action ~Dou$las Hall v. PKA Parvin K. Aminolroaya Associate ~T 8.5~ 395 3,357.50 685 5,822.50 ~Mantovani. Research California derivative law. Confer with C. Slidders re same. Continue researching limited partnership and derivative law. Draft email to C. Slidders ~~ 5/26/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 5 395 1,975.00 685 3,425.00 re suggested amendments to the Marloma and Cresent complaints. Telephonically participate in deposition of F. Mantovani. Review demurrer to Cross- 67 6/7/2010~I19034II 002 Stanle y Char llerivaUve Action( llou ~ las Hall v. ~ PKA ~', Parvin K. Aminolroaj 'a Dissociate ~~~~~T 6 395~ 2,370.00~~ 685 ~ 4,110.00'Complaint againstI3eimoff and IIall 8 6/8/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v~ PKA Parvin K. Aminolroaya Associate T 5 395 1,975.00 685 3,425.00 Telephonically attend deposition of F. Mantovani. II I Read, review, and edit drafr second amended complaint lliscuss comments with C. 69 6/14/2010 1 19034-002 Stanley Chaffs ii Derivative Action (Douglas Hall v.) ~PKA Parvin K. ~~minolroaya Associate ~T ~ w 4.5 _395 1,77750 685 3,082m50 ~Slidders and S. Weiss. Read and review email from J. Keller re review of Plaintiff documents. Discuss same 70 8/5/2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Fall v.) PK.'1 Parvin K. Aminokoaya Associate T 0.5 395 197.50 685 342.50 with J. Keller, S. Weiss and A. Danes. 71 8/6/2010,19034-002 li Stanley Chaffs ~~~ llerivative Action (Douglas Hall v.) ~ PKA ~ Parvin K. Aminolroaya Associate T 0.61, 395 ~ 237 00 685 i 411.00 j"Telephone call with .~. Danes and J. Keller re Plaintiffs document review. Read and reply to various emails from J. Keller and S. Weiss re assignments in opposition to demurrers of the Stanley Chaffs Defendants and The Chaffs Related 72 8/17/2010 19034-002 Stanley Chaffs _Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroa~a .Associate ."T 0.3__._ 395 118.50 __.._ 685 205.50 Entities. .__w.._._ Kea~d Chaffs Re~lat~~ Entities demurrer; Conduct legal ieseazch on unjust enrichment. 73 8~ 1s ~2010 ~ 19034-002 StanleY Chaffs~ Derivative Action ~ou g las Hall v. ~ I PK~ Parvin K. AminokoaY a Associate T 7 395 2,765.00 685 4,795.00 ~Bc nn Draftin o ositron ar ument Conduct legal research and revise draft section for opposition to demurrez of Stanley 74 8/19/2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.) PKA Parvin K. Aminokoaya Associate T 6 395 2,370.00 685 4,110.00 Chaffs Entities. J Read and review draft section. Conduct legal research and begin drafting additional ~5 8/20/2010119034-002 Stanley Chaffs Derivative Action (Douglas Fall v.) PKA Parvin K. Aminolroaya (Associate T 11 395 4,345.00 685 7,535.00 section for opposition to demurrer of the Stanley Chaffs Defendants. Conduct legal research for opposition to Stanley Chaffs Defendants demurrer. Draft and 76 8/21/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T ___ 10.4 395 4,708.00 685 7,124.00 revise opposition to demurrer. 77 8/23/2010 19034-002 Stanley Chaffs 'llerivative Action (Douglas Hall v.) PKA IParvin K. Aminokoaya Associate ~!~ 7.5 3951 2,962.50 ~~ 685' 5,137.50 (Revise draft section of opposition to Stanley Chaffs llefendants demurrer. ~8 8/23/2010 19034-002 Stanley Chaffs Derivative Action (Douglas I-Tall v.) PKA Parvin K. ~minolroaya Associate T 0.3 395 118.50 685 205.50 Draft emails regarding retainer and payment for Dr. Williams and Dr. Kura. I ~ Conference call with J. Keller and A. llanes re Sen. Loretta. Weinberg deposition prep. `v ~ — Review documents in preparation for Loretta weinbcrg deposition. Read and review 7~ 8/24/2010 19034-002 Stanle~Chaiti Derivarive ActionSDou~as Hall v.) PKA Parvm K. Ammolroa a Associate T 4 395 1,580.00 6851 2,740.00. Doug Hall deposition. --- Travel to Sen. Loxetta's Weinberg's office and assist with deposition prepararion. 80 8/25/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroa}~a Associate T 6 395 2,370.00 685 4,110.00 Coordinate 8/26 deposition arrangements 81 8/26/20101190344002 Stanley Chaffs ~jllerivatrve AcUon~ou~las Hall v.) PKA~Parvin K. Aminolroaya ,Associate T 8.3 395 3,278.50 685j 5,685.50 "Travel to and attend deposition of non party client State Senator Loretta Weinberg. 'Telephone call with J. Keller, A. Danes re doe review for M. Turner. Read and review 82 9/2/2010 19034-002 Stanley Chaffs Derivative Action (Douglati Hall v.) PKA Parvin K. Aminolroaya Associate T 0.5 395 197.50 685 342.50 final opposition to demurrers. g3 9/3/2070 19034-002 Stanley Chaffs Derivative Action ou las Hall v. PKA Parvin K. Aminolroa ~a associate '"1' 1 395395.00 685 685.00 (Review document review materials. A B C D E F G H I K L M N 84 9/7/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 3 395 1,185.00 685 2,055.00 documents. 8 9/8/2010 19034-002 3 Dc rivative l~ctron you las Hall v. PKA Parvm K. ~minolroa ~a ~,tiociatc 1' 3.5 395 1,382.50 I 685 2,397.50 ~Revicw Maxine Terner document~ for~roductron. 8~ 9 9 ~ ~ -ti ~~ ~ ~~~~~~ 2010 19034-002 ~~Stanle y Cha~ ~~Denvative Acrion(D ~ ou~lasg Hall v.) ~ PKA ~Pary in K. A mmo~ 1 roaya A5,oaate ~_...~ T 3 .._ 395 1,185.00 685 2,055.00 Review ma~cine terner docum__ ents. _.___.w 87 9/10/2010 19034-002 Stanley Chaffs ~~Derivative Actron (Douglas Hall v.) PKA Parvui K. Aminolroaya associate T 3.5; 395, 1,382.50 I, 6851 2,397.50 Revicw Maxine Terner documents for production. 88 9/13/2010 19034-002 Stanley Chaffs Derivative action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 3 395 1,785.00 685 2,055.00 Review Maacine Terner documents for production. g 9/14/2010'79034-002 (Stanley Chaffs (Derivative :fiction (Douglas IIall v.) PKA 1Parvin K. Aminolroaya i~ Associate T ~3~ T395~1,185.00 i~ 685 ( 2,055.00 (Review Maxine Terner documents for production. 0 9/15/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 3 395 1,185.00 685 2,055.00 Review Mane Terner documents. ~~~~ (Review tentative rulings. Review M."1'crner documents. Participate in conference call 3,767.50 with B. Weprin, S. Weiss re case status. --- 92 19034-002 685' 9/17/2010( Stanley Char Denvative~ Action (D~ou~las g Hall v.) PKA Parvin _.._._K. Aminolroa ya Associate T 6.5 395 2 567.50 4,452.50 Review M.'Terner documents for production._-~V. 3 9/20/2010',19034-002 'Stanley Cbais (Derivative Action (Douglas Hall v.) PKA Parvm K. Ammolroaya associate '1' ~..7.4', 395 2,923.00 685'. 5,069.00 ,Review Maxine "Terner documents. 4 9/21 /2010 19034-002 Stanley Chan Derivative Action (Iyou g las Hall v. ~ PKA Parvin K. Aminolroa} ~a associate 'I' 4.3 395 1,698.50 685 2,945.50 Review Mane Terrier documents. ~-~~R_ 19034-002 137.00 Participate in conference call re production of M."Terncr document~ and 1 Wember~. 9~ 9/22/2010 19034-002 ( Stanley Chas Derivative Action (Douglas Hall v.) PK~ Parvin K. Amuiolroaya Associate~T O 3 395 1,185.00 685 2,055.00 Review __ __ ~ 9/23/2010',19034-002 (Stanley Chaffs ~IDerivative Action (Douglas Hall v.) PKr1 ~~Parvin K. 1lminolroaya i Associate 'I' = 1 - 395 395.00 685 G85.00 Review tentative rulings and related papers. Draft summary memo. -_ _ _.. _. 8 10/5/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 2.5 395 987.50 685 1,712.50 Read and review emails from ). Keller. Review Martha Strizich documents. 10 7 2010,19034-002 Stanley Chaffs Derivative.lction (Douglas Hall v.) PK~~ I~Parvin K. Aminolroaya I~ssociate ~P 4 395 1,580.00 685. 2,740.00 Review Martha Strizich documents. _. .... 100 10/11/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminokoaya Associate_ T 7 395 2,765.00~ 685 4,795.00 Review Strizich documents. _ ...- 101 10/13/2010'19034002 (Stanley Chaffs Dezivative 1lction (Douglas Hall v.) PKA 'Parvin K. Aminolroaya ~ssociate T 3 395 1,185 00 685 2,055.00 .Review Martha Strizich documents..., 102 10/14/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 1 395 395.00 685 685.00 Review Strizich documents. ~______.~~.. _ _ i __ - - - 103 10/14/2010, Y I (~ g ) ~._~ 685 ~ Review Strizich documents. ~ '' __ 104 10/15/2010 19034-02 Stanleyy Chaffs Dervarive Action (Douglas Hall v.) PKt1 Pain K. AminolroaY._. a Associate___ -T 3.7 _395 1,461.50 685 2,534.50 Review Strizich ___r.documents. _.....__._.,..__...__._.~ ~..__ 105 10/19/2010(19034-002 'IStanle Chaffs Derivatrve Actron m oug las Hall v.) PI~~ Parvin K. AmmolroaY a l_Associate __~~~.~~L.T 5 395 1,975.00 685 3,425.00 'I Review Stnzich documents. ._....._..~. 1~ 11/29/2010 19034-002 Stanley Chaffs Derivarive Action (llou~las Hall v.) PKA Parvin K. Aminolroaya Associate T 0.2 395 79.00 685 137.00 Telephone call with J. Keller re Turner and Strizich doe productions. 1~~ 12/15/2010 79034-002 '(Stanley Chaffs Derivarive Acrion (llouglas Hall v.) ~PKA ~~Parvin K. Aminolroaya ,Associate ~T ~0.5~ 395 797.50 685 342.50 ~Meering with). Kelier, B. Weprin re statusof case, discovery, etc. 1~g 12/22/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Ball v.) PKA Parvin K. Aminolroaya Associate T v` 6.5 395_ ,2,567 50 685 4,452.50 Review and revise i~faxine Terrier privilege log. Communications with J. Keller re same. ` ~ Review and revise'Temer and Strizich privilege and redaction logs. Discuss same with J. 109 12/23/2010 19034-002 StanleY Chazs Denvat~ve section ~ou g las Hall v.) I PKA Parvin K. AminolroaY a associate_ T ~ 6.8 i 395 2,686.00 i 685, 4,658.00 I Keller. Review and revise Terrier and Strizich privilege and redaction logs. Discuss same with J. 110 12/23/2010 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. ~minolroaya Associate T 1 395 395.00 685 685.00 Keller. 111 1/13/2011119034-002 'Stanley Chaffs Derroative Action (Douglas Hall v.) PK,1 I~ Parvin K. Amuiolroaya associate T ^0.7j 395~~ 276.50 685 479.50 Review amended complaint. 112 2/22/2011 19034-002 Stanley Chaffs Derivative fiction (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 0.2 395 79.00 685 137.00 Telephone call with J. Keller re Terrier and Strizich production. Review emails re same. 113 2/24/2011119034-002 Stanley Chaffs Derivative 1lction (Douglas Hall v.) ']'KA Parvin K. Aminolroaya (Associate ~ 0.2 395 79.00 ~I 685 137.00 Read email from ). Kcllex re call to discuss status of Chaffs demurrer. 114 2/25/2011 19034-002 Stanley Chaffs Derivative l~ction (Douglas Hal] v.) PKA Parvin K. Aminolroaya Associate T 1.5 395~._ 592.50 685 1,027.50 Participate in conference call re strategy and briefing. 11 3/7/2011119034-002 ,Stanley Chaffs Derivative.~ction (Douglas Hall v.) PKA Parvin K. Aminolroaya (Associate ~'T 6 3951 2,370A0 li 685 4,110.00 ,Review '1'erner/Strizich does for~rivIlege. Review Terrier/Strizich does for privilege. Confer with ). Keller, L. Smith re same. 116 3/8/2011 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminokoaya Associate T 8 395 3,160.00 685 5,480.00 Telephone call with Maxine Terrier re same. .. 117 3/9/2011119034-002 Stanley Chaffs Derroative ~etion (Douglas IIall v.) 'PKA ~Parvin K. Aminolroaya Ati~ociate T~~.._ 51, 395~~1,975.00 i~ 685, 3,425.00 ~~~Review Maxine'1'erner does and prepare for production. 118 3/10/2011 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroa}~a Associate T 6.5 395 2,567.50 685 4,452.50 Review Terrier documents for privile ems. xeview Terrier documents for producrion. 120 3/14/2011 19034-002 Stanley} Chaffs Derivative Actron (Douglati~ g Hall v.)) PKA Parvin K. Aminolroayay Associate ~,TW -L^.- 7 I ..395 2,765.00 685 4,795.00 Review Terrier documents; Confer with J. Keller re same. 121 3/15/2011119034-002 Stanle ~ Chaffs Derivative:lctron nu lay Hall v. PKA Parvui K. Aminolroa a ~titiociate T 4 395 1,580.00 685 2,740.00 ~~Review'Terner documents for production. 122 3/16/2011 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 8 395 3,160.00 685 5,480.00 Review Terrier documents. Prepare for production. Revise privilege and redaction logs. 123 3/17/2011 1 19034-002 Stanle Chaffs Derivarive Action ou las Ball v. PKA Parvin K. Aminolroa ~a Associate "T 6, 395 2,370.00 'I 685 4,110.00 Review Terrier documents. Pre are for roducrion. Revise rivile e and redaction to s. A B C D E F G H I K L M N 3/18/2011 19034-002 y ~ (D g ) 5 1,382.50 685 2,397.50 Review Teener documents for privilege; update privilege log. 125 3/21/2011 19034-002 Stanley Chair lleuvat~ve Actron (Douglas I3a11 v.~ ~PK.1 Parvm K. ~minolroaya ~lsscoiciate 'T ~~3.4 395 1,580.00 6851 2,740.00 (Review Strizich documents for production. Revise privilege and rcdacUon logs. 12~ 3/22/2011 19034-002 Stanley Chats Denvatrve Action (Douglas Hall v. ~ PKA Parvin K. Aminolroaya Associate T 7 395 2,765.00 685 4,795.00 Review Strizich documents for production. Revise privilege and redaction logs. } (D g )' y ~ i~ i ! 5,137.50 Review Strizich documents. Kevise privilege lob and redaction log.. __._..._--_.____ 128 3/25/2011 19034-002 (Stanley Chazs IDeivative Acton (Douglas Hall v.~ PKA Parvin K. Aminokoaya r~ssociate~T ~5.5 395 2,172.50 685 3,767.50 Review Strizich documents for relevance/production. _.. 12 3/30/2011 ~~ 19034-002 (Stanley Chair llerivative Action (Douglas Hall v.) PI~~ Parvin K. Aminolroaya (Associate T ~~ 3 395 1,185.00 685 2,055.00 (Review Ma}cine "Perner documents for privilege. _.. 13~ 4/4/2011 19034-002 Stanley Chaffs vDerivative action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T _ 85 395 3,357.50 685 5,822.50 Review Terner documents. Add to privilege log. __.._ / / y ~ ~ )' ~ , ~ (Read emails for privilege. Draft email to ~L Terner re unidentified email address. 131 4 5 2011 19034 002 Staple Chaffs Derroative Action nu las I Iall v. 1 IAA I,arvin K. AminolroaYa Atisociate 1' 6.5 395 2,567.50 685 4,452.50 Confer with ~]. Keller re same. ~ _.~ ~~~ y 132 4 6~ 2011 19034-002 Stapley Chaffs Derivative~ Action (Dou g Hall ) las v. I PKA I arvin K. Arrunolroa a Assoaate T 8 395 3,160.00 685 5,480.00 Review._ _ ...Terner. documents. 133 4/7/2011 ~ 19034-002 i~ Staple Chaffs Derivarive Action ou las Hall v. ~~ PKA Parvin K. Aminolroa a Atisociate T 71 g )' Y = 395 ~ 2,765.00 685 4,795.00 xeview Terner/Strizich does. Confer with_~; Kellef_-_._. re Same___....__ 134 4/8/2011 19034-002 Staple C,hais Derivative Action ou las Hall v. I KA Parvin K. ~mmolroa a T ~ y ( ) Associate 5 395 1,975.00 685 3,425.00 Review Terner/Strizich does for privilege. ~_ Y I ~ g ) y 395 1,370.00 'Review Terner documents for redaction/privilege. 136 4/l4/2011 19034-002 I Stanley Chaffs Dervative Acrion (Douglas Sall v.) IPKA Parvin K. Aminolroaya rltisociate_ __ IT 0.2, 395 7_79.00 685 137.00 Confer with ). Keller re status of Strizich and Terner production. ~ , _._._ 13~ 4/19/2011119034-002 Staple y Chaffs Denvauve Action (Douglas Fall v.) ;~I KA I arvin K. Ammolroaya Associate 1' 1 3951 395.00 685' 685.00 ',Review Terner documents. Read J. Baum email and confer with J. Baum at Milberg re status of Terner and Strizich 138 4/22/2011 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 0.2 395 79.00 685 137.00 productions. 13 4/25/2011 19034-002 ~tanle (,hair Derroative .lction llou las Hall v. PILA Parvin K. Aminolroa a l,ssociate I"1' 45' 395 1,777.50 ' -~-.M~~~~ Y ( g ) ~', y 6851 3,082.50 Review Strizich documents for references to private tam infoxmarion. __~ 140 4/25/2011 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.) PKr1 Parvin K. Aminokoaya Associate T 0.5 395 197.50 685 342.50 Review Strizich does for references to tax information. 141 4/26/2011 19034-002 i Stanle~y Chazti Derivative Acrion,(Dou~s Hall v ~ ~PKA `Parvin K Amuiolro~a (Associate JT 1 _ 4~ 395E 1,580.00 6851 2,740.00 ,Review Strizich documents for private taac information. Exchange emails with C. Porras at Milberg re issues with Terner production. Review 142 4/28/2011 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminolroaya Associate T 4.5 395 1,777.50 685 3,082.50 Strizich does for taY information. y (D g ~ I _ i _ _ ___.~~_ 143 4/ 29 /2011 I 19034-002 Staple Chun'~ ~~ ~ y .: Denvativc Acrion nu lati Hall v. PKr1 Parvm K.:'~mmolroa a ~s~ociate IT _~ 0.3' 395 i~ 118.50 ~ 685 ~ 205.50 ~ Discuss issues re Texnex pxoducrion with Christine Poxras at Milberg. 144 5/1/2011 19034-002 (Staple Chaffs Derivative Action ou las Hall v. PKA Parvin K. Aminolroa a Associate T 2~ 395 790.00 685 1,370.00 Review certain documents in Terner production in preparation for production ; 14 5/3/2011 19034-002 (Stapley Chaffs Derivative_ Acton• (DDou glas Hall v.) I PKA Parvm K..~.minolroaya I~ 1lssociate ~_'T i 0.2 395 79.00 ~ 685 137.00 (Telephone call with J. Keller re stay. _~~- 14 10/73/2011 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) PKA Parvin K. Aminokoaya Associate T 0.2 395 79.00 685 137.00 Telephone calls with J. Keller re joinder to motion. ~ ~ ~ y ~,_ ii ~ 14~ 11/11/2011'19034-002 !~tanle ~ Chaffs Derivative Actron youg las IIall v.)~ iPKA 1 arvin K.;lminolroa a 1s,ociate T 0 4 395 158.00 685 274.00 iRead and review Chaffs tentative ruling rc applicability of bankruptcy stay. 148 1/4/2012 19034-002 Stanley Chaffs Derivatrve Action (Douglas Hall v.) PK~ Parvin K. Amulolroaya 1Associate T 0.3 455 136.50 685 205.50 Review various filings re Trustee's motion for an injunction. 14 1/20/2012'',19034-002 Staple Chaffs Derroatrve .~ctron you las Hall v. PI~~ Parvm K. i~minolroava ltisociate T _~.. _ 0 4 ~i 455 274.00 Read and review status report. 150 1/20/2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.) SAW Stephen A. Wei,t Partner T 1 ' 750 750.00 975 975.00 Review responses to First Request for Documents ~__._.&related diticuti____sions. 151 5/14/2010 19034-002 q85 ~ StanleYy Chazs Derivative Action (ll~ ou glas I Iall v.) -S111X ' ', Ste~ _hen ~~. Weiss 'I artner 1' _._.~1I __..~~.2 750 1 500.00 i 7,950.00 Review/ revise draft brief innPP osition to demands. 152 5/18/2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.) SAW Stephen A. Weiss Partner T 0.3 750 225.00 975 292.50 Review Heimoff Interrogatories. 153 5/18/2010 19034-002 .Stanley Chaffs I,Derivarive Action (Douglas Hall v.) '.SAW (Stephen A. Weiss Paftner ~T 1 1 750 750.00 I, 9751 975.00 Conference call with co-counsel regarding Motion to Dismiss.,____. _ 154 5/21/2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Hall v.) SAW Stephen A. Weiss Partner T 0.5 750 375.00 975 .~_.487.50 Review discovery responses; review M. Gordon letter. 155 6/3/2010'19034-002 (Stanley Chaffs Derivarive Action Fall v.) (Douglas i~SAW (Stephen A. Weiss i Partner ~"1' 0.5 7501 375.00 975 __...487.50. Reviewed notice of continuance; reviewed Chaffs answer Discussions with PKA regarding deposition strategy &preparation; carrespondencc 156 6/28/2010 19034-002 Stanley Chaffs Derivative Acrion (Douglas Ball v.) SAW Stephen A. Weiss Partner T ~ _ _0.8 750 600.00 I 975 _._780.00 with counsel regarding Case Management Conference. _._. _...... 157 8/~1~2010~ Staple} Chaffs i Dcnvauve Action (Douglas IIall v.) 1 750j 150.00 i 975( 975.00 Extensive corres. w/co-counsel re CMO and discovery scheduling. ~ 1$8 10 8 2010 19034-002 SSW Stephen A. Weiss (Partner T Review Lambeth request for dismissal and related corres 15 10/22/2010(19034-002 (Stanley Chas Derivative Action ~ouglas Hall v.) (SAW (Stephen ~. Weiss (Partner T ~ 750 750 00 9751 975.00 ,Review motion for judgment on ~leadm~~ and related correti. re 6 day std. 160 10/29/2010 19034-002 Stanley Chaffs Derivarive Action (Douglas Hall v.) SAW Stephen A. Weiss Partner T ~ 0.4 750 300.00 975 390.00 Review stipulations of staff__ 161 11 /5/2010 ~ 19034-002 ~ Stanley Chaffs Derivarive fiction (Douglas Hall v.) ~ SAW ~ Stephen ~. Weiss ~ Partner ~'1' ~~ 0.2 j 750 ~ 7 50.00 975 ~ 195.00 ~i Review sripulations and orders. 162 2/28/2011 19034-002 Stanley Chaffs Derivative Action (Douglas Hall v.) SAW Stephen A. Weiss Partner T ~ 0.5 750 375.00 975 487.50 Review notice of liquidation and related corres. _. 1 3 4/13/2011119034-002 (Stanley Chaffs llerivative Action (Douglas Hall v.) (SAW Stephen A. Weiss (Partner T 1 750 750.00 975 975.00 llisc. w/B. Weprin, et al re tentative rulings and read same. 164 5~6~20~ll 1 Corres. with/counsel re all-hands meeting. ~ - _ 165 9 7 2 11'1 9034-002 5Staple Y (hai~ti Derivatrve Acrion ~coiuglas Hall v.) ~ S~W Stephen 1. Weitis ]artn~r T 0.3 750 225.00 975 292.50 ~ Review re uests for dismissal; review case mana ement statement from State of CA. N Gordon. brief. J. for corres. interrogatories. nonce and ruling. supplemental of sition Marion Montavani notices Quigley depo su eview Review Review Review Review R M 195.00 795.00 390.00 487.50 392.50 5 % 975 975 975 9 975 1. K 157.00 314.00 375.00 235.50 ]57.00 785 750 785 785 785 0.5 0.3 0.4' 0.2 0.2 I H ~ '1' '1' '1' 'I' '1' G Partner Partner Partner Partner Partner Weiss Weiss Weiss Weiss Weiss F A. A. A. ~~. 11. hen Stepl~cn Stephen Stephen St St~hen ~, E S~1W S.1W SAW SAW i ) v.) v.) v.) v. Iall Iall I I 11x11 Hall las g ouglas ou (Douglas (Douglas (D D Action Action ~ct~on Action vative Derivative Derivative llerivative Der Chas Chair Chais Chair C y ey Stanley Stanl Stanley Staple ~ B 19034-00~ 19034-002 19034-002 19034-002 ~ 012 A 2/8/2 /20/2012 6/20/201? 9/17/2013 ] 167 168 16 170 January 4, 2017 Billed through January 4, 2017 Bill Number 0 Matter ID 19034-002 Stanley Chais Re: Stanley Chais $ o.00 FOR PROFESSIONAL SERVICES 12/14/09 PKA Read and review Defendants responses to request for production of 0.60 hrs documents. Read and review proposed first amended complaint 01/20/10 SAW Review responses to First Request for Documents &related discussions 1.00 hrs 04/06/10 PKA Attend Deposition of Stanley Chais and confer with co counsel re same; 3.80 hrs draft email to S. Weiss re substance of Chais deposition 04/07/10 PKA Attend the deposition of Stanley Chais. Attend lunch meeting re case 8.50 hrs strategy; review previous deposition in Chais (January and March 2010) per S. Weiss. Draft email to S. Weiss re same 04/08/10 PKA Attend deposition of Stanley Chais. Draft email to S. Weiss re status of 3.50 hrs depositions 05/04/10 PKA Participate in conference call re briefing of oppositions to demurrers. 1.50 hrs Reviewdemurrers 05/06/10 PKA Read and review Stanley Chais Defendants Demurrers in Hall and Heimoff 3.00 hrs matters. Begin researching double derivative issues 05/10/10 PKA Conduct legal research on double derivative suits. Draft outline for 3.00 hrs opposition to demurrer section on double derivative suits 05/11/10 PKA Continue researching law on double derivative suits. Read Heimoff First 8.00 hrs Amended Complaint. Revise outline. Confer with C. Van De Kieft re same 05/12/10 PKA Conduct legal research for opposition to Stanley Chais Defendants 8.50 hrs demurrer with respect to Popham and Crescent derivative cases. Draft opposition to demurrer 05/13/10 PKA Revise draft opposition to Stanley Chais defendants demurrer 3.50 hrs 05/14/10 PKA Discuss draft opposition to demurrer with S. Weiss. Revise draft 4.00 hrs 05/14/10 SAW Review/ revise draft brief in opposition to demands 2.00 hrs 05/18/10 PKA Participate in conference call re case strategy and amending of 3.00 hrs complaint. Research double derivative law Matter ID 19034-002 Page: 2 Bill Number 0 05/18/10 SAW Review Heimoff Interrogatories; conference call with co-counsel regarding 1.30 hrs Motion to Dismiss 05/19/10 PKA In connection with amending complaint, read numerous Complaints 6.50 hrs against Stanley Chais. Review notes from 5/18/10 conference call. Researched limited partnership law in California. Read and review our complaints 05/20/10 PKA Research California's limited partnership law for partnerships formed in 5.50 hrs 1975. Draft memo 05/21/10 PKA Continue researching limited partnership issue 3.50 hrs 05/21/10 SAW Review discovery responses; review M. Gordon letter 0.50 hrs 05/25/10 PKA Revise memo re limited partnerships in California. Read deposition 8.50 hrs transcripts of Mantovani. Research California derivative law. Confer with C. Slidders re same 05/26/10 PKA Continue researching limited partnership and derivative law. Draft email to 5.00 hrs C. Siidders re suggested amendments to the Marloma and Cresent complaints 06/03/10 SAW Reviewed notice of continuance; reviewed Chais answer 0.50 hrs 06/07/10 PKA Telephonically participate in deposition of F. Mantovani. Review demurrer 6.00 hrs to Cross-Complaint against Heimoff and Hall 06/08/10 PKA Telephonically attend deposition of F. Mantovani 5.00 hrs 06/14/10 PKA Read, review, and edit draft second amended complaint. Discuss 4.50 hrs comments with C. Slidders and S. Weiss 06/28/10 SAW Discussions with PKA regarding deposition strategy &preparation; 0.80 hrs correspondence with counsel regarding Case Management Conference 08/05/10 PKA Read and review email from J. Keller re review of Plaintiff documents. 0.50 hrs Discuss same with J. Keller, S. Weiss and A. Danes 08/05/10 ARD Conferences with S. Weiss and P. Aminolroaya regarding document 0.50 hrs review 08/06/10 PKA Telephone call with A. Danes and J. Keller re Plaintiffs document review 0.60 hrs 08/06/10 ARD Telephone conference with J. Keller regarding document review; office 0.75 hrs conferences with P. Aminolroaya regarding same 08/11/10 ARD Review L. Weinberg documents 0.75 hrs 08/11/10 SAW Extensive corres. w/co-counsel re CMO and discovery scheduling 1.00 hrs 08/12/10 ARD Prepare application for admission pro hac vice; correspondence with J. 0.90 hrs Keller regarding same 08/12/10 JDM Prepared pro hac vice paper A. Danes 2.00 hrs 08/13/10 ARD Review L. Weinberg documents; prepare application for pro hac vice 9.50 hrs admission; correspondence with A. Sokolowski regarding same; conferences with J. Keller regarding document review and production; review and consider issues related to same 08/13/10 JDM Continued drafting pro hac vice application for A. Dane and prepared to 2.50 hrs forward same to co-counsel 08/15/10 ARD Review L. Weinberg documents for document production; consider issues 9.00 hrs related to privilege and responsiveness 08/16/10 ARD L. Weinberg document review; consider issues of privilege and relevance 4.25 hrs 08/17/10 PKA Read and reply to various emails from J. Keller and S. Weiss re 0.30 hrs assignments in opposition to demurrers of the Stanley Chais Defendants and The Chais Related Entities 08/17/10 ARD Communications with J. Keller regarding document production and 2.00 hrs Matter ID 19034-002 Page: 3 Bill Number 0 deposition transcripts; review same 08/18/10 PKA Read Chais Related Entities Demurrer; Conduct legal research on unjust 7.00 hrs enrichment. Begin Drafting opposition argument 08/18/10 ARD Communications with co-counsel regarding document production and pro 6.00 hrs hac vice admission; review deposition transcripts, exhibits and pleadings 08/19/10 PKA Conduct legal research and revise draft section for opposition to demurrer 6.00 hrs of Stanley Chais Entities 08/19/10 ARD Communications with J. Keller and P. Aminolroaya regarding deposition 2.00 hrs of L. Weinberg; review deposition transcripts and pleadings 08/20/10 PKA Read and review draft section. Conduct legal research and begin drafting 11.00 hrs additional section for opposition to demurrer of the Stanley Chais Defendants 08/20/10 ARD Communications with P. Aminolroaya regarding opposition to demurrer; 8.50 hrs prepare same; legal research in connection with same; review and consider issues related to same 08/21/10 PKA Conduct legal research for opposition to Stanley Chais Defendants 10.40 hrs demurrer. Draft and revise opposition to demurrer 08/22/10 ARD Prepare opposition to demurrer; correspondence with P. Aminolroaya 2.50 hrs regarding same 08/23/10 PKA Revise draft section of opposition to Stanley Chais Defendants demurrer; 7.80 hrs draft emails regarding retainer and payment for Dr. Williams and Dr. Kura 08/23/10 ARD Telephone conferences with J. Keller regarding discovery orders and 7.00 hrs document review; communications with P. Aminolroaya regarding same; conference with P. Aminolroaya regarding demurrer; review documents for privilege and relevance; review produced documents for deposition preparation; consider issues regarding same 08/24/10 PKA Conference call with J. Keller and A. Danes re Sen. Loretta Weinberg 4.00 hrs deposition prep. Review documents in preparation for Loretta Weinberg deposition. Read and review Doug Hall deposition 08/24/10 ARD Review documents for deposition preparation; communications with P. 11.75 hrs Aminolroaya and co-counsel regarding same 08/25/10 PKA Travel to Sen. Loretta's Weinberg's office and assist with deposition 6.00 hrs preparation. Coordinate 8/26 deposition arrangements 08/25/10 ARD Conference with L Weinberg, P. Aminolroaya and J. Keller in Teaneck, NJ 11.50 hrs regarding deposition testimony; review documents and consider issues in preparation for deposition; communications with P. Aminolroaya and co-counsel regarding same 08/26/10 PKA Travel to and attend deposition of non party client State Senator Loretta 8.30 hrs Weinberg 08/26/10 ARD Defend deposition of L. Weinberg in Newark, NJ; conferences with J. 12.30 hrs Keller, P. Aminolroaya regarding testimony; review and consider documents and issues in preparation for deposition 09/02/10 PKA Telephone call with J. Keller, A. Danes re doc review for M. Turner. Read 0.50 hrs and review final opposition to demurrers 09/03/10 PKA Review document review materials 1.00 hrs 09/07/10 PKA Review Coding Memorandum and subpoena for M. Terner. Begin 3.00 hrs reviewing documents 09/08/10 PKA Review Maxine Terner documents for production 3.50 hrs 09/09/10 PKA Review maxine terner documents 3.00 hrs Matter ID 19034-002 Page: 4 Bill Number 0 09/10/10 PKA Review Maxine Terner documents for production 3.50 hrs 09/13/10 PKA Review Maxine Terner documents for production 3.00 hrs 09/14/10 PKA Review Maxine Terner documents for production 3.00 hrs 09/15/10 PKA Review Maxine Terner documents 3.00 hrs 09/16/10 PKA Review tentative rulings. Review M. Terner documents. Participate in 5.50 hrs conference call with B. Weprin, S. Weiss re case status Conference with S. Weiss, P. Aminoiroaya, B. Weprin and J. Keller 2.00 hrs regarding court's decision; review same 09/17/10 PKA Review M. Terner documents for production 6.50 h rs 09/20/10 P KA Review Maxine Terner documents 7.40 hrs 09/21 /10 PKA Review Maxine Terner documents 4.30 hrs 09/21 /10 ARD Review deposition transcripts 4.20 h rs 09/22/10 PKA Participate in conference call re production of M. Terner documents and 3.20 hrs L. Weinberg; review 09/23/10 PKA Review tentative rulings and related papers. Draft summary memo 1.00 hrs 09/23/10 ARD Review deposition transcripts 0.40 hrs 09/24/10 ARD Review correspondence from co-counsel regarding discovery issues 0.25 hrs 09/28/10 ARD Communications with co-counsel regarding deposition transcript 0.25 hrs 09/29/10 ARD Telephone conference with client and co-counsel regarding deposition 5.25 hrs transcript; review deposition transcript; consider issues related to same 10/04/10 ARD Review documents collected from M. Turner for privilege and relevance 3.75 hrs 10/05/10 PKA Read and review emails from J. Keller. Review Martha Strizich documents 2.50 hrs 10/05/10 ARD Telephone conference with client and co-counsel regarding deposition 1.75 hrs transcript; communications with P. Aminolroaya regarding document review; review and consider issues related to deposition transcript 10/07/10 PKA Review Martha Strizich documents 4.00 h rs 10/07/10 ARD Review deposition transcript; consider issues related to same 1.00 h rs 10/08/10 SAW Review Lambeth request for dismissal and related corres 0.20 h rs 10/11/10 PKA Review Strizich documents 7.00 h rs 10/11/10 ARD Review L. Weinberg deposition transcript; communications with 1.00 h rs co-counsel regarding same 10/12/10 ARD Communications with client regarding errata sheet to deposition transcript 1.50 h rs 10/13/10 PKA Review Martha Strizich documents 3.00 h rs 10/13/10 ARD Correspondence with co-counsel regarding deposition transcripts 2.50 h rs 10/14/10 PKA Review Strizich documents; review Strizich documents 2.00 h rs 10/14/10 ARD Correspondence with opposing counsel regarding errata sheet and 3.50 h rs substitution of deposition exhibit; communications with S. Weiss and co-counsel regarding same; communications with court reporter regarding same 10/15/10 PKA Review Strizich documents 3.70 hrs 10/19/10 PKA Review Strizich documents 5.00 hrs 10/22/10 SAW Review motion forjudgment on pleadings and related corres. re 6--day 1.00 hrs stay 10/29/10 SAW Review stipulations of stay 0.40 hrs 11/04/10 ARD Communications with J. Keller regarding deposition transcript and invoice 0.20 hrs 11/05/10 SAW Review stipulations and orders 0.20 hrs 11/10/10 ARD Communications with J. Keller regarding deposition transcript and invoice 0.20 hrs Matter ID 19034-002 Page: 5 Bill Number 0 11/11/10 ARD Communications with J. Keller regarding deposition transcript and invoice 0.20 hrs 11/29/10 PKA Telephone call with J. Keller re Turner and Strizich doc productions 0.20 hrs 12/08/10 ARD Review correspondence from J. Keller regarding document review 0.20 hrs 12/09/10 ARD Communications with J. Keller regarding document review project 0.60 hrs 12/10/10 ARD Telephone conference with J. Keller regarding document review project 0.20 hrs 12/15/10 PKA Meeting with J. Keller, B. Weprin re status of case, discovery, etc 0.50 hrs 12/22/10 P KA Review and revise Maxine Terner privilege log. Communications with J. 6.50 hrs Keller re same 12/23/10 PKA Review and revise Terner and Strizich privilege and redaction logs. 7.80 hrs Discuss same with J. Keller; review and revise Terner and Strizich privilege and redaction logs. Discuss same with J. Keller 12/30/10 ARD Document review; consider issues relating to same 7.60 h rs 12/31 /10 ARD Document review; consider issues relating to same 4.90 h rs 01 /03/11 ARD Document review; consider issues relating to same 2.00 h rs 01/04/11 ARD Document review; consider issues relating to same 2.30 h rs 01 /10/11 ARD Document review; consider issues relating to same 7.50 h rs 01 /12/11 ARD Document review; consider issues relating to same 2.00 h rs 01 /13/11 PKA Review amended complaint 0.70 h rs 01 /13/11 ARD Document review; consider issues relating to same 3.00 hrs 01/14/11 ARD Document review; consider issues relating to same 7.00 h rs 01 /17/11 ARD Document review; consider issues relating to same 7.90 h rs 02/22/11 PKA Telephone call with J. Keller re Terner and Strizich production. Review 0.20 h rs emails re same 02/24/11 PKA Read email from J. Keller re call to discuss status of Chais demurrer 0.20 hrs 02/25/11 PKA Participate in conference call re strategy and briefing 1.50 h rs 02/28/11 SAW Review notice of liquidation and related corres 0.50 h rs 03/07/11 PKA Review Terner/Strizich docs for privilege 6.00 h rs 03/08/11 PKA Review Terner/Strizich docs for privilege. Confer with J. Keller, L. Smith re 8.00 hrs same. Telephone call with Maxine Terner re same 03/09/11 PKA Review Maxine Terner docs and prepare for production 5.00 h rs 03/10/11 PKA Review Terner documents for privilege 6.50 h rs 03/11 /11 PKA Review Terner documents for production 5.00 hrs 03/14/11 PKA Review Terner documents; Confer with J. Keller re same 7.00 hrs 03/15/11 PKA Review Terner documents for production 4.00 h rs 03/16/11 PKA Review Terner documents. Prepare for production. Revise privilege and 8.00 h rs redaction logs 03/17/11 PKA Review Terner documents. Prepare for production. Revise privilege and 6.00 hrs redaction logs 03/18/11 PKA Review Terner documents for privilege; update privilege log 3.50 hrs 03/21 /11 P KA Review Strizich documents for production. Revise privilege and redaction 4.00 hrs logs 03/22/11 PKA Review Strizich documents for production. Revise privilege and redaction 7.00 hrs logs 03/23/11 PKA Review Strizich documents. Revise privilege log and redaction log 7.50 h rs 03/25/11 PKA Review Strizich documents for relevance/production 5.50 h rs 03/30/11 PKA Review Maxine Terner documents for privilege 3.00 h rs 04/04/11 PKA Review Terner documents. Add to privilege log 8.50 hrs Matter ID 19034-002 Page: 6 Bill Number 0 04/05/11 PKA Read emails for privilege. Draft email to M. Terner re unidentified email 6.50 hrs address. Confer with J. Keller re same 04/06/11 PKA Review Ternerdocuments 8.00 hrs 04/07/11 PKA Review Terner/Strizich docs. Confer with J. Keller re same 7.00 hrs 04/08/11 PKA Review Terner/Strizich dots for privilege 5.00 hrs 04/11/11 PKA Review Ternerdocumentsforredaction/privilege 2.00 hrs 04/13/11 SAW Disc. w/B. Weprin, et al re tentative rulings and read same 1.00 hrs 04/14/11 PKA Confer with J. Keller re status of Strizich and Terner production 0.20 hrs 04/19/11 PKA Review Ternerdocuments 1.00 hrs 04/22/11 PKA Read J. Baum email and confer with J. Baum at Milberg re status of 0.20 hrs Terner and Strizich productions 04/25/11 PKA Review Strizich documents for references to private tax information; 5.00 hrs review Strizich dots for references to tax information 04/26/11 PKA Review Strizich documents for private tax information 4.00 hrs 04/28/11 PKA Exchange emails with C. Porras at Milberg re issues with Terner 4.50 hrs production. Review Strizich dots for tax information 04/29/11 PKA Discuss issues re Terner production with Christine Porras at Milberg 0.30 hrs 05/01/11 PKA Review certain documents in Terner production in preparation for 2.00 hrs production 05/03/11 PKA Telephone call with J. Keller re stay 0.20 hrs 05/06/11 SAW Corres. with/counsel re all-hands meeting 0.20 hrs 09/07/11 SAW Review requests for dismissal; review case management statement from 0.30 hrs State of CA 10/07/11 SAW Review Montavaniinterrogatories 0.50 hrs 10/13/11 PKA Telephone calls with J. Keller re joinder to motion 0.20 hrs 11/11/11 PKA Read and review Chais tentative ruling re applicability of bankruptcy stay 0.40 hrs 01/04/12 PKA Review various filings re Trustee's motion for an injunction 0.30 hrs 01/20/12 PKA Read and review status report 0.40 hrs 01/20/12 SAW Review notices of ruling 0.30 hrs 02/08/12 SAW Review deposition notice for J. Gordon 0.20 hrs 06/20/12 SAW Review Quigley supplemental brief 0.40 hrs 09!17/13 SAW Review stipulation and corres. 0.20 hrs Total fees for this matter $ 245,311.75 BILLING SUMMARY Parvin K. Aminolroaya 394.50 hrs 395.00 /hr 155,827.50 Parvin K. Aminolroaya 0.70 hrs 455.00 /hr 318.50 Asa R. Danes 162.35 hrs 485.00 /hr 78,739.75 Daniel Mora 4.50 hrs 225.00 /hr 1,012.50 Stephen A. Weiss 11.40 hrs 750.00 /hr 8,550.00 Stephen A. Weiss 1.10 hrs 785.00 /hr 863.50 DISBURSEMENTS Copying charges 373.00 Deposition transcripts 1,340.40 Federal Express 18.36 Matter ID 19034-002 Page: 7 Bill Number 0 Subscription 50.00 Telephone 41.96 Westlaw 607.70 Research 3.76 Westlaw 536.76 Total disbursements for this matter $ 2,971.94 TOTAL FEES 574.55 hrs $ 245,311.75 TOTALDISBURSEMENTS $ 2,971.94 TOTAL CHARGES FOR THIS BILL $ 248,283.69 NET BALANCE FORWARD $ 0.00 TOTAL BALANCE NOW DUE $ 248,283.69 EXHIBIT 2 TO WEISS DECLARATION EXHIBIT 2 Bottlebrush Invesnne»ts, LP v. The Lambeth Co»:pang, et al., Case No. BC407967 Leghorn Investments, Ltd. v. Brighton Investments, et al., Case No. BC408661 Hall v. C/tais, et al., Case No. BC413820 tleimoff a Cl~ais, et al., Case No. BC413821 [NOTE: This list may contain items that do not apply to your firm. Please delete ite that do not apply.] SEEGER WEISS LLP EXPENSE REPORT —Inception through January 4, 2017 Categories: Amount Photocopies/Reproduction 373.00 I~1 Postage/Notice Costs Telephone 4196 Messengers/Express Services 18.36 12 Filing/Witness Fees 50.00 13 Court Reporters/TranscriptNideo 1,340.40 14 Lexis!Westlaw/T,egal Research 1,148.22 ~:xperts/Consultants 15 Meals, Hotels &Transportation 16 Secretarial Overtime/Word Processing 17 Facsimile Charges 18 TOTAL EXPENSES: $ ?,971.94 19 ~p 2l 22 23 ~4 25 ~6 27 28 EXHIBIT 3 TO WEISS DECLARATION EXHIBIT 3 [FIRM RESUME AND BIOGRAPHIES] l~ 2( 2~ 2? ~q 2~ 2E 2~ 2F SLLP SEEGER~►7VEISC O M P L E X LITIGATION S I M P l E J U S T I C E NEW YORK,NY NEWARK,NJ PHILADELPHIA,PA 77 Water Street 550 Broad St 1515 Market St New York, NY 10004 Newark, NJ 07102 Philadelphia, PA 19102 (212)584-0700 (973)639-9100 (215)564-2300 (212)584-0799 fax (973)639-9393 fax (215)851-8029 fax www.seegerweiss.com Firm Biography Founded in 1999, SEEGER WEISS LLP is broadly admired as one of the nation's premier plaintiffs' law firms. The Firm currently numbers approximately 25 attorneys operating out of offices in New York City; Newark, NJ; and Philadelphia, PA, and regularly litigates in state and federal courts throughout the United States. It focuses on mass tort and class action litigation, with particular emphasis in the areas of products liability, pharmaceutical injury, consumer protection, environmental and toxic tort, securities fraud, antitrust, insurance, ERISA, employment, and qui tam litigation. The Firm is made up of experienced litigators, including former state and federal prosecutors. Seeger Weiss's reputation for leadership and innovation has resulted in its appointment to numerous plaintiffs' steering and executive committees in a variety of multidistrict litigations throughout the United States, and it regularly serves as court appointed Liaison Counsel in New York and New Jersey federal and state courts. The Firm's manifold accomplishment including favorable jury verdicts for $47.5 million in Humeston v. Merck & Co.(N.J. Super. Ct. Atlantic County); over $10.5 million in Kendall v. Hoffman-La Roche, Inc. (N.J. Super. Ct. Atlantic County); $11.05 million in Owens, et al v. ContiGroup Companies, et al(Mo. Cir. Ct., Jackson County); and $25.16 million in McCarrell v. Hoffman-La Roche, Inc. (N.J. Super. Ct. Atlantic County)--earned it the distinction of being one of only 8 law firms named by the National Law Journal to its exclusive "Plaintiffs' Hot List," among numerous awards and recognitions bestowed upon the firm. Building off its successes in the courtroom and ability to litigate successfully to trial, the Firm has been at the helm of some of the most notable settlements in recent decades, including: • The settlement in In re National Football League Players' Concussion Injury Litigation estimated to be worth $1 billion which includes a Baseline Assessment Program to evaluate the current cognitive state of retired NFL players and provide immediate treatment and therapies to qualified players, as well as monetary payments of up to $5 million to certain qualifying diagnoses over the 65 year term of the settlement. • The $14.7 billion settlement in In re Volkswagen "Clean Diesel"Marketing, Sales Practices and Products Liability Litigation which combines a massive buyback program, paying pre-scandal buyback pricing to eligible owners, as well as billions of dollars to environmental remediation efforts and green vehicle technology. • A $47.5 million jury verdict in the key bellwether Vioxx trial, Humeston v. Merck & Co., which laid the foundation for the eventual $4.85 billion global settlement covering more than 45,000 personal injury claims for heart attack, sudden cardiac death, and ischemic stroke. • The $700 million first-round settlement of over 8,000 Zyprexa claims alleging that Zyprexa caused diabetes and diabetes-related injuries and the subsequent, second- round settlement of $500 million. Mass Torts and Pharmaceutical Litigation During the past 15 years, Seeger Weiss has emerged as one of the premier mass torts firms in the United States, particularly in the area of pharmaceutical torts. The Firm's expertise in this area has been recognized by courts throughout the U.S. which have appointed the Firm to numerous plaintiffs' steering committees in a variety of multidistrict litigations, including, among others: Vioxx. Seeger Weiss has served at the helm of the nationwide Vio~cic litigation since its inception, playing highly prominent roles in both the federal and New Jersey state court litigations against Merck & Co, the manufacturers of the prescription arthritis drug now thought to lead to an increased risk of heart attack and stroke. On Apri18, 2005, the Honorable Eldon E. Fallon, who presides over the Vioxx multidistrict litigation in New Orleans, Louisiana, appointed firm partner, Christopher A. Seeger, as Co-Lead of the Plaintiffs' Steering Committee. Additionally, partner David R. Buchanan was appointed Co-Liaison counsel in the New Jersey state Vioxx litigation before the Honorable Carol E. Higbee, J.S.C. In a 2005 class certification ruling involving claims brought on behalf of all thirdparty payors, including health-maintenance organizations, managed-care organizations, employers and unions, challenging Merck's advertising practices and pricing policies, Judge Higbee recognized Seeger Weiss's prominence in Vioxx-litigation in noting that "there is probably no other law firm as knowledgeable about Vioxx." In 2007, Mr. Seeger served as Lead Co-Counsel in Humeston v. Merck & Co. in New Jersey Superior Court, Atlantic County. There, he and other Seeger Weiss partners David R. Buchanan, Moshe Horn and Laurence Nassif obtained a $47.5 million jury verdict for the SEEGERWEISSI I P Sw ~., << plaintiff for injuries caused by Vioxx—as cited in the "Top 20 Personal Injury Awards of the Year (2007)" published by the New Jersey Law Journal. Only months after achieving that verdict, Mr. Seeger, along with co-counsel on the Vioxx Negotiating Committee, concluded a $4.85 billion global settlement with Merck, coveringmore than 45,000 personal injury claims for heart attack, sudden cardiac death, and ischemic stroke. It represents the largest "global" settlement of personal injury claims stemming from a pharmaceutical product in U.S. history. Zyprexa. In 2004, Seeger Weiss partner Christopher Seeger was appointed by the Honorable Jack B. Weinstein of the U.S. District Court for the Eastern District of New York to serve as Liaison Counsel in the multidistrict litigation against Ely Lilly & Co. relating to the anti- psychotic drug Zyprexa. On June 7, 2005, Eli Lilly and Mr. Seeger, on behalf of the Plaintiffs' Steering Committee, announced a $700 million settlement of over 8,000 Zyprexa claims alleging that Zyprexa caused diabetes and diabetes-related injuries. Mr. Seeger was one of the chief architects and leading negotiators of this landmark settlement. He also took a leading role in negotiating asecond-round settlement of$500 million between plaintiffs and Eli Lilly. Accutane. In 2005, Seeger Weiss partners Christopher Seeger and Dave Buchanan were jointly named to serve on the Plaintiffs' Steering Committee in connection with consolidated litigation against New Jersey based Hoffman-LaRoche, Inc., involving the company's acne medication, Accutane. The mass tort litigation, which came before the Honorable Carole E. Higbee in Atlantic County, involved the consolidation of claims throughout the state of New Jersey alleging severe side effects resulting from the use of Accutane, including birth defects; suicidal impulses among young adults; and inflammatory bowel disease ("IBD"), including Chrohn's disease and ulcerative colitis, a debilitating and liferaltering disease with no known cure. To date, Mr. Buchanan—who, with Seeger Weiss partner Christopher Seeger, served as liaison counsel for the New Jersey coordinated proceedings in the Accutane litigatior~has served as co-trial counsel in the three cases tried in New Jersey that involved Accutane-related injuries, all of which resulted in verdicts for the Plaintiff. One, McCarrell v. Hoffman-La Roche, Inc., in New Jersey Superior Court, Atlantic County, resulted in a $25.16 million verdict for the Plaintiff, an Alabama resident who suffered IBD from using Accutane. Seeger Weiss partner Michael Rosenberg also served on the trial team in that case. Another, Kendall v. Hoffman-La Roche, Inc., in the same court, resulted in a verdict for the plaintiff, a Utah woman who suffered the same ailment from using Accutane, of nearly $10.6 million. The third, a consolidated trial for Mace v. Hoffmann LaRoche Inc., Speisman v. Hoffmann LaRoche Inc., and Sager v. Hoffmann LaRoche Inc., garnered a $12.9 million award from the New Jersey jury in November 2008. SEEGERWEISS~.~.~• Rezulin. Seeger Weiss plays a major role in products liability actions against Pfizer and Warner Lambert involving Rezulin, a prescription drug used to treat Type II diabetes. The Firm is acourt-appointed member of the Executive Committee in the federal suits coordinated by the Judicial Panel on Multidistrict Litigation ("JPML") before Judge Lewis A. Kaplan in the U.S. District Court for the Southern District of New York. The Firm is also a member of the New Jersey Rezulin Steering Committee in In re: Rezulin Litigation, currently pending before the Superior Court of New Jersey, Middlesex County. The Firm also successfully represented numerous individuals who commenced personal injury damage actions in various courts throughout the country, all of which claims have been resolved through confidential settlement. Notably, in March 2003, following asix-week jury trial, the Firm achieved a $2 million verdict against Pfizer on behalf of Concepcion Morgado, a Brooklyn resident who sustained liver injury and was hospitalized for 10 days following her Rezulin use. The case was the first and only Rezulin matter to be tried in New York and represented a watershed result in the nationwide Rezulin litigation. Vytorin and Zetia. Seeger Weiss has taken the lead in Zetia and Vytorin litigation, negotiating a $41.5 million settlement with Merck & Co., Inc. and Schering-Plough Corporation, which resolved nationwide fraud claims that arose from the sale and marketing of the companies' co-ventured prescription drugs. Plaintiffs contend that Merck conspired with Schering-Plough in 2003 to combine Zocor—an enormously popular statin cholesterol drug, with Zeti~another widely used non-statin cholesterol drug, under the new name Vytorin. The two companies began marketing Vytorin as more effective in reducing cholesterol than Zetia and Zocor alone, as well as being effective in blocking arterial plaque that can cause heart attack and stroke. The lawsuits allege that the companies have known since 2006 that Vytorin was no more effective than the generic version of Zocor in blocking plaque, despite being effective in lowering LDL, or "bad" cholesterol. In failing to disclose these facts, Merck and Schering-Plough were allegedly able to cause consumers and third-party purchasers to pay significantly higher prices than the cost of equally effective alternatives available on the market. Founding partners Christopher A. Seeger and Stephen A. Weiss served as Co-Liaison Counsel for the Plaintiffs' Executive Committee forin Re Vytorin/Zetia Marketing, Sales Practices and Products Liability Litigation, the coordinated group of 140 actions against the two pharmaceutical companies, located in Newark before the Honorable Dennis M. Cavanaugh of the United States District Court of New Jersey. Seeger acted as the principal negotiator for the Plaintiffs' Executive Committee, aided by Weiss and Seeger Weiss partner Diogenes P. Kekatos. Sw SEEGERWEISS,.~.~• Noteworthy Current Pharmaceutical Mass Tort Prosecutions Gadolinium. The Firm is at the forefront of litigation against multiple defendant manufacturers of Gadolinium-based contrast agents("GBCAs") used in certain diagnostic imaging procedures. In December 2006 the U. S. Food and Drug Administration ("FDA") issued a second and stronger Public Health Advisory concerning a link between GBCAs used during Magnetic Resonance Imaging ("MRI") and Magnetic Resonance Angiography("MRA") procedures, and a debilitating and potentially fatal skin disorder known as Nephrogenic Systemic Fibrosis or Nephrogenic Fibrosing Dermopathy ("NSF/NFD"). Since it released its first Public Health Advisory in June 2006, the FDA has been further investigating the apparent relationship between contrast agents containing gadolinium and NSF/NFD. As of December 2006, the FDA had received reports of 90 patients that developed NSF/NFD within 2 days to 18 months after exposure to such contrast agents. In February 2008, the Judicial Panel on Multidistrict Litigation ordered all federal actions involving personal injuries stemming from Gadolinium-based contrast dyes centralized in the U.S. District Court for the Northern District of Ohio, before the Honorable Dan Aaron Polster, who has appointed Seeger Weiss partner Christopher Seeger to serve on the Plaintiffs' Steering Committee and Executive Committee in the multidistrict litigation against multiple defendant manufacturers of GBCAs used in MRI and MRA diagnostic imaging procedures. Partner Dave Buchanan serves as court-appointed Federal-State Liaison Counsel for the litigation. Also in 2008, Seeger Weiss partners Christopher Seeger and Dave Buchanan were appointed Liaison Counsel in connection with the consolidated mass tort litigation against manufacturers of GBCAs in New Jersey, before the Honorable Jamie D. Happas of the Superior Court of New Jersey, Middlesex County. Fosamax. In August 2006, the JPML ordered all federal litigation involving Merck & Co.'s prescription medication Fosamax—used in the treatment of osteoporosis but found to have caused a number of adverse effects, in particular, osteonecrosis (death of bone tissue centralized in the U.S. District Court for Southern District of New York (Manhattan), before the Honorable John F. Keenan. Seeger Weiss partner Christopher A. Seeger has been appointed Plaintiffs' Liaison Counsel, and also served on the Executive Committee of the Plaintiffs' Steering Committee in the multidistrict litigation. Mirena. In Apri12013, the JPML ordered all federal litigation involving Bayer's intrauterine ("IUD") device marketed under the brand name Miren~an IUD containing a hormone, levonorgestrel, designed to be implanted in the uterus for as long as five year —centralized in the U.S. District Court for Southern District of New York (in White Plains, New York), before the Honorable Cathy Seibel. Meanwhile, many hundreds of lawsuits in the New Jersey state courts have been centralized before the Honorable Brian R. Martinotti in Bergen Sw SEEGERWEISS~.~i'~ County. The Plaintiffs allege that Bayer failed to warn about the longer-term risks of migration of the Mirena device and perforation of the user's uterus, having warned about the risk of migration and perforation only at the time of device's insertion. Other complications that Bayer failed to warn about include migration and embedment of the device in the uterus. Seeger Weiss partners Diogenes P. Kekatos and David R. Buchanan have been appointed as Plaintiffs' Liaison Counsel in the federal multidistrict and New Jersey state multicounty Mirena litigation, respectively. Yaz, Yasmin, and Ocella. In November 2009, Seeger Weiss partner Christopher A. Seeger was named to the Plaintiffls Steering Committee in the Yasmin and YAZ(Drospirenone) Marketing, Sales Practices and Products Liabildty Litigation(MDL No. 2100) by Judge David R. Herndon, United States District Court, Southern District of Illinois. More than a hundred lawsuits have been filed against Bayer Healthcare, the pharmaceutical giant that produces Yaz and Yasmin. This litigation, which is expected to include hundreds ofwomen asserting severe health complications resulting from taking these birth control pills, was centralized in the Southern District of Illinois in October 2009 by order of the United States Judicial Panel on Multidistrict Litigation. Actos. In November 2012, founding partner Christopher A. Seeger was appointed to the Multidistrict Litigation(MDL) Actos Product Liability Plaintiffs' Steering Committee.In June 2011, a European study found that among a group of 155,000 patients, one fifth of those who developed bladder cancer had been taking the drug Actos. However, the health warnings that accompany the prescription fail to alert users of this risk. The governments of France and Germany have now banned the type-2 diabetes medication, and the FDA has issued warnings to American doctors who prescribe the drug. Takeda Pharmaceutical Co., the makers of Actos and Asia's largest pharmaceutical company, may face up to as many as 10,000 claims. Other Pharmaceutical and Medical Device Prosecutions Depuy Orthopaedics,Inc ASR Hip Implant Products. Seeger Weiss partner Christopher A. Seeger was named to the Plaintiffs' Executive Committee in theln Re: Depuy Orthopaedics, Inc ASR Hip Implant Products(MDL No. 2197) by Judge David A. Katz, United States District Court, Northern District of Ohio in January 2011. More than a hundred lawsuits have been filed against Johnson &Johnson, the pharmaceutical giant that is also the parent company of Depuy Orthopaedics, Inc. In August 2010, Johnson &Johnson and its medical device subsidiary, DePuy Orthopaedics, recalled two acetyabular cups hip replacement systems because of their high rate of failures, after a study from the National Joint Registry of England and Wales showed that 1 out of every 8 patients(12%-13%) who had the devices had to undergo revision surgery within five years of receiving it. By the time of the recall, more than 93,000 patients worldwide were fitted with an ASR hip implant. Roughly a third of those were patients SW<<,~~~~SEEGERWEISS~ -. in the United States. This litigation was centralized in the North District of Ohio in December 2010 by order of the United States Judicial Panel on Multidistrict Litigation. PPA. Seeger Weiss remains actively involved in litigation against numerous manufacturers of pharmaceutical products containing PPA (phenylpropanolamine), unti12000 an ingredient in virtually every over-the-counter cold medication and many appetite suppressant products. The Firm serves on the Plaintiffs' Steering Committee in the federal suits consolidated by the JPML in the U.S. District Court for the Western District of Washington, and as the court appointed Liaison Counsel in the New York PPA actions coordinated before Judge Helen Freedman. In 2003, the Firm was one of the lead negotiators of a nationwide settlement agreement with the manufacturers of Dexatrim, a leading over-the-counter appetite suppressant that until 2000 contained PPA. The settlement covers the claims of all individuals who suffered stroke-related injuries resulting from the ingestion of PPA-containing Dexatrim. Propulsid. Seeger Weiss held national leadership positions in pharmaceutical products liability litigation against Johnson &Johnson and Janssen Pharmaceutica, Inc., the manufacturers of Propulsid—a prescription drug used to treat nocturnal heartburn. Seeger Weiss LLP was a member of the court-appointed Plaintiffs' Steering Committees in both the federal litigation, which have been consolidated by the JPML in the Eastern District of Louisiana, and in the statewide consolidated actions in Middlesex County, New Jersey. The Firm served as counsel to numerous individuals who have commenced personal injury damage actions in various courts throughout the country. Guidant and Medtronic Heart Device Litigations. Seeger Weiss served as a court- appointed member of the Plaintiffs' Steering Committee in multidistrict litigation in the U.S. District Court for the District of Minnesota against Medtronic and Guidant involving defective heart defibrillators and pacemakers. The heart devices at issue are surgically implanted in persons who have a type of heart disease that creates the risk of alife-threatening heart arrhythmia (abnormal rhythm). Both Medtronic and Guidant had disclosed defects in certain of their defibrillators that caused the devices to fail without warning. The Firm filed one of the first actions in the U.S. against Guidant on behalf of patients. Other Pharmaceutical Products. In addition to aforementioned pharmaceutical, the Firm serves or has served as counsel in numerous lawsuits in state and federal courts throughout the country brought by individuals who have suffered personal injury or death resulting from the use of various pharmaceutical or medical device products, including Baycol, Celebrex, Elidel, Ephedra, Fen-Phen, Kugel Mesh hernia patches, Lamisil, Neurontin, OxyContin, Ortho Evra birth control patches, Protopic, Serevent, Serzone, and Sporanox. SEEGERWEISS~.~ SW <<.M~.~, ~ ~<...,~,. o ,, ~~<< Consumer Litigation Seeger Weiss LLP has achieved notable recoveries and currently holds leadership roles in many major consumer class action litigations throughout the country. Among the consumer class action litigations in which Seeger Weiss LLP plays or has played a major role are, in alphabetical order: Alexander v. Coast Professional Services. Seeger Weiss represented federal student loan borrowers who were in default on their student loan payments, but denied federally mandated offers of rehabilitation by Coast Professional Services, one of the private collecting agency under contract with the United States Department of Education. After obtaining class certification, Seeger Weiss negotiated a settlement which provided the maximum statutory damages available to the class under the Fair Debt Collections Practices Act. Scott Alan George was primarily responsible for the litigation In re Armstrong World Industries, Inc.: $7 million settlement achieved in the United States Bankruptcy Court for the District of Delaware after transfer. The Firm represented the State of Connecticut, one of numerous property damage claimants which sought injunctive relief and monetary damages resulting from the presence of Armstrong-manufactured asbestos- containing resilient floor the and sheet vinyl in residences and buildings throughout the United States. In re Azek Building Products, Inc. Marketing and Sales Practices Litigation. Pending in the District of New Jersey, this litigation seeks relief for purchasers of Azek composite decking, marketed to consumers as a high-end, low-maintenance, and fade-resistant decking. Despite these representations, this expensive decking line contains a design defect which makes it prone to significant fading in outdoor exposure. Rather than replace the defective decking or compensate consumers, the Defendant recommended the application of an expensive after market product, DeckMax, which only temporarily masks the manifestation of the defect and requires a laborious application process. Seeger Weiss is interim co-lead counsel in the case. The parties recently concluded a hard fought discovery process and Plaintiffs are now preparing to file a motion for class certification. In re Bridgestone/Firestone, Inc. ATX,ATX II and Wilderness Tires Products Liability Litigation: Seeger Weiss represented Firestone tire owners and purchasers of Ford Explorers equipped with certain models of Firestone tires. Plaintiffs sought damages flowing from design defects that resulted in severe, life-threatening accidents. Specifically, the consumer class sought a tire recall, recovery for the cost of tire replacement, and recovery for the diminution in the value of Ford Explorer vehicles resulting from the subject design defects. Following the filing of a number of federal class actions, the litigations were transferred for pretrial proceedings to the Sw SEEGERWEISSL,.P <. Federal court in Indianapolis. In those coordinated actions, which the JPML had centralized before the Honorable Sarah Evans Barker of the U.S. District Court for the Southern District of Indiana (Indianapolis), Seeger Weiss served as a member of tine Plaintiffs' Law Committee. Following extensive discovery and motion practice, Plaintiffs achieved a favorable nationwide settlement of their class claims. In re Caterpillar, Inc., C13 and CIS Engine Products Liability. Representing the Plaintiffs in the first filed action in this Multi-District Litigation, Seeger Weiss was among the firms that brought substantial relief to owners of busses and trucks with Caterpillar's C13 and C 15 diesel engines. These diesel engines used a defective "Caterpillar Regeneration System," an anti-pollution system that was designed to ensure engine emissions complied with federal regulations, but would fail under normal operating conditions leading the engines to "d~rate" and shut down without warning. After fully briefing class certification for the first-filed Plaintiffs, the MDL Plaintiffs prevailed against two motions to dismiss, including a motion arguing for federal preemption of all claims. The settlement discussion which quickly followed resulted in a $60 million common fund class settlement, providing up to $10,000 per engine (depending on the number of d~ ratings) or $15,000 in proven consequential losses. Approval of this settlement is currently pending. Ecker v. Ford: The Superior Court of California granted final approval to the class action settlement in this litigation after the Firm obtained contested class certification. The settlement provided full cash reimbursement for qualifying parts and labor for all California owners and lessees of Ford Focus vehicles who experienced premature front brake wear, including reimbursement for brake pads and rotors. The court had earlier appointed the Firm to act as co- lead counsel in the litigation. Seeger Weiss partner Christopher Seeger and Scott Alan George were primarily responsible for the litigation. In re: Ford Fusion and C-Max Fuel Economy Litigation. Pending in the Southern District of New York, this Multi-District litigation seeks relief for purchasers and lessees of Ford's 2013 CMax and Fusion hybrid cars. As of mid-2012, Ford held a tiny fraction of the hybrid market. But with the 2013 model year, Ford launched a massive and misleading advertising campaign designed to convey to the auto-buying public that two of its new 2013 hybrid models—the all new second generation Fusion Hybrid and the C-MAX—had made a quantum leap in fuel economy and now delivered 47 city, 47 highway and 47 MPG combined. While Ford realized record sales of its new hybrid vehicles, the owners and lessees of these cars realized no better fuel efficiency than earlier models. Seeger Weiss is serving as a member of the Plaintiffs' Steering Committee with Scott Alan George having primary responsibility. SEEGERWEISS~ Lester v Percudani: The Firm represented over 170 first-time homeowners in the United States District Court for the Middle District of Pennsylvania who purchased homes at inflated valuations based upon fraudulent appraisals and in violation of federal mortgage lending guidelines. The action includes federal civil RICO and state consumer fraud claims against a group of RICO co-conspirators. In 2008, the district court denied motions for partial summary judgment that had been filed by two of the Defendants (Chase Home Finance LLC and one of its officers), and later denied their motion for reconsideration of that ruling. Following those rulings, the parties entered court-approved mediation, which resulted in a settlement that provided millions of dollars' worth of relief to the aggrieved homeowners, including substantial mortgage rate reductions. In re MCI Non-Subscriber Telephone Rates Litigation: $88 million class settlement completed in the United States District Court for the Southern District of Illinois following a transfer to that district by the JPML. The settlement resolved claims brought by class members to recover overcharges arising from MCI's improper imposition of nor subscriber rates and surcharges on certain of its customers. Seeger Weiss was a member of the Plaintiffs' Steering Committee and served as Chair of the Discovery Committee. In re Mercedes-Benz Emissions Litigation. In the wake of the Volkswagen "clean diesel" scandal, Seeger Weiss was one of the first firms to first investigate and initiate litigation an action against Mercedes-Benz for its own long-term efforts to cover-up the fact that their own B1ueTEC "clean diesel" vehicles pollute far more than regular engines and more than regulations allow. The litigation is pending in the United States District Court for the District of New Jersey where several similar actions have been consolidated. Christopher Seeger and Scott Alan George are primarily responsible for this litigation. Pro et al. v. Hertz Equipment Rental Corporation. This nationwide settlement in the United States District Court for the District of New Jersey provided both substantial monetary and injunctive relief related to Hertz Equipment Rental Corporations'("Hertz") deceptive charges for Loss and Damage Waivers("LDW") and Environmental Recovery Fees(`BRF"). Plaintiffs' claimed that Hertz's LDW and Environmental Recovery Fee(`BRF") were unconscionable in that the LDW provided only illusary coverage and that the ERF did not reflect any actual additional fees or expenses related to the protection of the environment. Plaintiffs succeeded in certifying a national class of purchasers before undertaking court-ordered mediation in 2012. Two members of Seeger Weiss, Scott Alan George and Jonathan Shub, were appointed as part of the settlement to serve as Co-lead Counsel. Under the terms of the Settlement, Hertz reimbursed Class members who paid for damages sustained to equipment they rented up to 75% of the amount of the deductible paid during the class period or provided partial reimbursement for the total amount of LDW paid during the Class period, offering the choice of SEEGERWEISSL~ ~~»,~..~~ ,, ..a .~,. .w.., _,:,~~ 10 either future rental discounts or cash payment. Hertz also agreed to improve the disclosures it makes about the LDW and ERF programs. In Simply Orange Orange Juice Marketing and Sales Practices Litigation. Seeger Weiss is co-lead counsel in a pivotal litigation regarding food fraud in connection with the most widely consumed juice in the United States-orange juice, and some of the mostly widely consumed products by the American publi~Simply Orange and Minute Maid orange juice products. Unknown to consumers, Coca-Cola, the manufacturer of these juices, adds flavors to the juices, to impart a signature, market-distinguishing taste to the juices and to mask flavor loss that occurs during long term storage of the juice. CocaCola adds these flavors to the juices but omits disclosure of them while marketing the juices as 100% Pure Squeezed Orange Juice with no additives. The practice violates the federal standard of identity for pasteurized and from concentrate orange juices as well as state laws prohibiting misleading marketing and advertising. The litigation has been hard fought; the parties' summary judgment motions were denied last year and the parties are now in the midst of class certification briefing. The case is pending in the Western District of Missouri. Sternberg v Apple Computer,Inc. and Gordon a Apple Computer,Inc.: Nationwide settlement completed in California state court. Plaintiffs recovered class-wide damages resulting from Apple's deceptive advertisements for its iMac and G4 brand computer specifically the functionality of the DVD playback feature. Seeger Weiss served as co-lead counsel for the classes. Taha a Bucks County. The firm served as co-counsel and was appointed Co-class Counsel by the United States Court for the Eastern District of Pennsylvania to represent a class of persons whose privacy rights had been violated by Bucks County Prison. In contravention of Pennsylvania state law, Bucks County Prison began in 2011 to post publicly and freely on the Internet through its "Inmate Look-Up Tool" the intake information and photos of each person who had passed thorough the facility since 1938. Seeger Weiss obtained both certification of a class and summary judgment on liability. Appeal by defendants is currently pending to the Third Circuit. Tennille v. The Western Union Company. Seeger Weiss served as co-Class Counsel in consolidated nationwide class action suits filed in the U.S. District Court for the District of Colorado, alleging that Western Union, in violation of consumer fraud laws, wrongly failed to inform customers who purchased money transfers if a money transfer failed to go through to the intend recipient. Western Union could then sit on the funds for years, earning income and administrative fees off them while , in many cases, the funds eventually escheated to state governments. Following years of extensive discovery and motion practice, including defeating Western Union's bid to compel arbitration, the parties reached a settlement, brokered by the c__SEEGERWEISS,.~.~• "W : , 11 Tenth Circuit's chief mediator. Under the settlement, Western Union agreed to the establishment of a cash fund (valued at over $135 million at the time of final approval of the settlement)for the return to class members of funds not already escheated to states; the payment of interest to those class members whose wire transfer funds had already escheated to a state government the formation of a process for assisting class members in securing the return oftheir funds if they have already escheated; the creation of a 7-1/2 year notice plan, whereby Western Union was required to inform customers within 60 days if their wire transfers are unsuccessful; and the undertaking of robust efforts to update customers' stale contact information The settlement received final approval from U.S. District Judge John L. Kane in June 2013. In re Tropicana Orange Juice Marketing and Sales Practices Litigation. The allegations in this case are similar to the Simply Orange litigation. As with Coca-Cola, Tropicana Products adds flavors to Tropicana Orange Juice to alter and improve the flavor of stored orange juice with flavors created by fragrance and flavor manufacturers and specifically designed to meet consumer taste preferences. Despite the addition of flavors, Tropicana markets the juice as pure and fails to disclose the addition of flavors to consumers. Seeger Weiss along with co-counsel recently filed a motion for class certification. Along with the motion for class certification, Seeger Weiss filed a motion for appointment as co-lead counsel. The case is pending in the District of New Jersey. Truth-in-Lending Act Litigation: The Firm served as co-counsel in several dozen proposed nationwide class actions that were filed in 2007 and 2008 in the various federal courts in California against banks and other mortgage lenders, asserting claims under the federal Truth in-Lending Act("TILA"), and California consumer fraud statutes and common law. These actions sought recovery of damages as well as equitable relief, including rescission, in connection with highly-deceptive so-called Option Adjustable Rate Mortgage("ARM") loans. The loan documents given to Option ARM borrowers failed to adequately disclose to borrowers that the initial "teaser" interest rate of 1%-3%would last only 30 days and that, after that time, the minimum payment specified in the payment schedule would be insufficient to cover even monthly interest charges, let alone loan principal. As a result, borrowers who secured these deceptive loans lost equity in their homes and were no longer able to secure the refinancing necessary to get out from under these loans. In several of the lawsuits, the courts sustained the Plaintiffs' claims against the defendant lenders' diapositive motions, and several cases resulted in the certification of classes. A number of the suits culmimated in settlements providing cash and/or other relief to borrowers. Seeger Weiss partners Christopher A. Seeger, Jonathan Shub, and Diogenes P. Kekatos all played a substantial role in these hard-fought litigations. In re Volkswagen "Clean Diesel" Marketing, Sales Practices and Products Liability Litigation: In the largest consumer automotive industry class action settlement in history, Volkswagen("VW") has agreed to create a funding pool of over $10 billion, an amount which is Sw SEEGERWEISS~ 12 sufficient to allow for buybacks of 100% of the VW and Audi 2.aliter diesel vehicles in the United States which are equipped with "defeat device" software. This software was designed to allow vehicles to meet emissions standards when undergoing emissions testing, but to bypass emissions controls at all other times and pollute the environment by emitting nitrous oxides at levels up to 40 times higher than when the vehicles are being tested. In addition to the direct monetary benefits to consumers, VW also has agreed to pay $2.7 billion for environmental remediation and to make a $2 billion investment in "green" vehicle technology. The settlements were reached with V W through the efforts of lawyers on behalf of the consumer class, working in conjunction with government lawyers, including those from the Environmental Protection Agency and the Federal Trade Commission. The judge overseeing the Multidistrict litigation centralized in the Northern District of California, the Honorable Charles R. Breyer, pushed the lawyers involved to work diligently and quickly in order to reach the settlements expeditiously (or face a quick trial) in order to meet the ultimate goal of removing the polluting cars from the roads as soon as possible. Christopher Seeger was appointed by Judge Breyer to serve on the Plaintiffs' Steering Committee ("PSC"). He worked closely with court-appointed Lead Counsel, Elizabeth Cabraser, spending countless hours poring over settlement documents and in meetings with VW's lawyers and the government's lawyers in order to reach a fair settlement. Indeed, at the Status Conference held on May 24, 2016, Judge Breyer even commented that he had been advised by the Settlement Master that all of the lawyers had "devoted substantial efforts, weekends, nights, and days, and perhaps at sacrifice to your family" in order to reach the proposed settlement. David Buchanan was one of the counsel on the PSC leading this effort. In addition, TerriAnne Benedetto, Scott Alan George and others spent significant hours on the case, both on the settlement and litigation tracks. In re Vonage Marketing and Sales Practice Litigation: Seeger Weiss was co-Lead Counsel in this litigation which culminated in a nationwide settlement in the United States District Court for the District of New Jersey. 'Ilse lawsuit involved Vonage's promotional "one month free" and "money back guarantee" offers and application of certain charges (disconnection, cancellation and termination fees, and subscription fees despite requests for cancellation), which allegedly violated the laws of several states. Vonage agreed to pay $4.75 million to fund the settlement, which offered eligible class members full reimbursements for certain payments made by Vonage subscribers. In re Whirlpool Corp. Front-Loading Washer Products Liability Litigation. This hard- fought Multi-District Litigation (relating to Whirlpool washers) pending in the Northern District of Ohio running parallel to the Butler v. Sears Roebuck & Co. (relating to Kenmore washers) pending in the Northern District of Illinois provided substantial relief to owners of early~year SEEGERWEISS,.~ ~~Mo,~y ,. ~ - ~~ 13 Whirlpool and Kenmore front-loading washing machines which are prone to develop mold and foul smells in ordinary use. With two members on the Plaintiffs' Steering Committee (Scott Alan George and Jonathan Shub), Seeger Weiss was a leader among the firms that obtained certification of classes in both the Whirlpool and Kenmore litigations and, ultimately a substantial settlement after a bellwether trial of Ohio purchasers. Under the settlement, owners of the front-loading washers can choose among a range of benefits, including reimbursements of up to $500 for out-of-pocket expenses for repairs or replacements due to mold or odor problems. Securities Litigation Seeger Weiss has emerged as a leading innovator in the realm of securities litigation, with special emphasis on IPO litigation, auction rate securities, securities fraud class action, and, recently, the Bernard Madoff Ponzi scheme. The Firm brought action against some of the largest financial entities in the world, including Goldman Sachs, Morgan Stanley, Credit Suisse, JPMorgan Chase, Bank of America and Merrill Lynch. IPO Litigation In re Initial Public Offering Securities Litigation is one of the largest and most significant coordinated securities fraud prosecutions in United States history. In this coordinated action, Seeger Weiss serves on the Plaintiffs' Steering Committee and as Co-chair of the Plaintiffs' Legal Committee. The litigation consists of310 class actions involving IPOs marketed between 1998 and 2000. The defendants include 310 individual companies and 55 investment bank underwriters, which includes Wall Street's largest and most well-known investment houses, including Goldman Sachs, Morgan Stanley, and Credit Suisse. The class actions allege that the IPOs were manipulated by the issuers and investment banks to artificially inflate the market price of the securities of those companies by inducing customers to engage in aftermarket "ti~in" agreements in exchange for IPO allocations. The cases further allege that the investment banks extracted significant undisclosed compensation from their customers in exchange for giving them the IPO allocations. The actions are coordinated before Judge Shira A. Scheindlin in the U.S. District Court for the Southern District of New York (Manhattan). In connection with these actions, the Firm was instrumental in defeating a recusal motion brought by certain of the underwriter-defendants in 2001, and was the principal author of the electronic data preservation protocol that was entered by Judge Scheindlin in the litigation. The Firm has been extensively involved in all phases of the litigation, which recently entered a new phase of class certification proceedings following the U.S. Court of Appeals' 2007 reversal of Judge Scheindlin's certification of six test classes. c-_SEEGERWEISS ~.~.~• WV .. , , . ,, _ 14 Auction Rate Securities Seeger Weiss is part of a consortium of law firms that have taken a leading role in bringing actions against the broker-dealers involved in the auction rate securities market's collapse. Seeger Weiss has sued UBS, DeutscheBank, Merrill Lynch, Wachovia, TD Ameritrade, Morgan Stanley, JPMorgan Chase, E*Trade, Raymond James, Wells Fargo, Oppenheimer, Bank of America and Royal Bank of Canada, alleging that they knew, but failed to disclose material facts about the auction rates market and the securities they sold to their investors, including that the securities were not cash alternatives, like money market funds but, rather, were complex, long-term financial instruments with 30-year or longer maturity dates; and that they were only liquid at the time of sale because the broker-dealers were artificially supporting and manipulating the auction market to maintain the appearance of liquidity and stability. Indeed, the broker- dealers simultaneously withdrew their support of the auction rate securities market on the same day in February 2008, resulting in its collapse. One New York Times reporter has referred to the collapse of the auction rates market as a "hostage crisis," in which thousands of investors, including senior citizens, have hundreds of billions of dollars in investments that they cannot access despite having been told that they were liquid investments that were as good as cash. The Honorable Shira A. Scheindlin of the U.S. District Court for the Southern District of New York (Manhattan) has appointed Seeger Weiss to serve as Liaison Counsel in Waldman v. Wachovia, No. 08 Civ. 2913(SAS) (S.D.N.Y.). Seeger Weiss also was appointed as Liaison Counsel in Chandler v. UBSAG, No. 08 Civ. 2697(SAS) (LMM) (S.D.N.Y.); Humphrys v. TD Ameritrade, No. 08 Civ. 2912(PAC) (S.D.N.Y.); and Ciplet v. JPMorgan Chase & Co., 08 Civ. 4580(RMB) (S.D.N.Y.). Additionally, counsel with whom Seeger Weiss is working have been appointed Lead Counsel in these and several other cases against the broker-dealers. Securities Fraud Class Actions The Firm holds leadership roles in a variety of national securities class action litigations. For example, Seeger Weiss LLP served as lead counsel in an action againstATEC Group, Inc., in which the Firm recovered $1.7 million for the class in the United States District Court for the Eastern District of New York. Additionally, Seeger Weiss LLP serves as lead counsel in an action against The Miix Group, a medical malpractice insurance carrier based in New Jersey, and several of its former and current directors and officers which is pending in the District of New Jersey, and chaired the Executive Committee in a derivative action against Legato Systems, Inc. in California. c-_SEEGERWEISS~ WV:..M: ,~ . .., . . . 15 The Firm also represents or has represented shareholders in a variety of securities litigations, including those against ATEC Group (E.D.N.Y.); Axonyx (S.D.N.Y.); Bell South (N.D. Ga.); Bradley Pharmaceutical(D.N.J.); Broadcom Corp.(C.D. Ca.); Buca, Inc.(D. Minn.); Cryo-Cell International, Inc.(M.D. Fl.); eConnect, Inc.(C.D. Ca.); FirstEnergy Corp. (N.D. Ohio); Friedman, Billings, Ramsey Group (S.D.N.Y.); Gander Mountain (D. Minn.); Genta (D.N.J.); officers and directors of Global Crossing(C.D. Ca.); Grand Court Lifestyles, Inc.(D.N.J.); Impath (S.D.N.Y.); IT Group Securities(W.D. Pa.); Mattel, Inc.(C.D. Ca); Matri.~ Initiatives(D. Ariz.); MBNA (D. Del.); MIIX Group (D.N.J.); Molson Coors Brewing Company(D. Del.); Mutual Benefits Corp.(S.D. Fla.); New Era ofNetworks, Inc.(M.D.N.C.); Nuance Communications(N.D. Ca.); NVE Corporation (D. Minn.); Omnivision Technologies, Inc.(N.D. Ca.); Par Pharmaceuticals(DN.J.); Pixelplus, Co.(S.D.N.Y.); Procter &Gamble Co.(S.D. Ohio); Priceline.com (D. Conn.); Purchase Pro (S.D.N.Y.); Quintiles Transnational (D. Colo.); Read Rite Corporation (N.D. Ca.); Sagent Technology(N.D. Ca.); Sina Corporation (S.D.N.Y.); The Singing Machine, Inc.(S.D. Fl.); Terayon, Inc.(C.D. Ca.); and Tesoro Petroleum Corp.(E.D. Tex); Viisage Technology, Inc.(D. Mass.), among others. MadoffInvestment Securities Litigation Seeger Weiss LLP has moved to the forefront of litigation against Bernard L. Madoff Investment Securities, the engine of Madoff's $50 billion Ponzi scheme, and has been retained to represent more than $500 million in claims from defrauded shareholders around the world. Madoff's brand of deception, though similar to a pyramid scheme, proved far more insidious because it relied Madoff's good standing and the fundamental trust the trading community placed in his abilities. Investors were lead to believe that their investments would be handled competently by Madoff and that their returns would be produced through sound investments. Thousands of investors and institutions have been defrauded by Madoff and his firm. Seeger Weiss, along with co-counsel from Milberg LLP, filed a petition in Apri12009 that, if granted, could make Madoffs personal assets available for investors to recover a portion of their investments. The petition was filed soon after Judge Louis Stanton reversed an earlier decision that blocked that option. The SEC and the prosecution maintained that nearly all of Madoffs personal assets were linked to his financial crimes, and personal bankruptcy could delay recovery by victims of his Ponzi scheme, but Judge Stanton disagreed, and reversed the prior holding. SW SEEGERWEISS~ ~„a;~, GSM>,~ , 1G General Complex Class Action Litigation Seeger Weiss has long excelled at general complex class action litigation, having achieved major victories in the past and working on several important class action cases in the present, against large agricultural and pharmaceutical corporations. Bayer CropScience Rice Contamination MDL. The Firm served as a member of the court-appointed Plaintiffs' Executive Committee in this MDL brought on behalf of national rice- growers who sought to recover damages against Bayer CropScience and numerous parents and affiliates to the value of their rice crops resulting from contamination by LLRICE 601 and LLRICE 604, varieties of long-grain rice that have been genetically modified to produce rice crops resistant to glufosinate—the active ingredient in Liberty Herbicide, another Bayer product. This "glufosinate-tolerant" trait allows growers to spray Liberty herbicide over the entire crop, killing all weeds without risking any damage to the rice crop. Following revelations in August 2006 and again in March 2007 that U.S. rice crops had been found to be contaminated with these varieties (which, at the time, had not been approved for commercial use), the world's leading importers of American rice, including the European Union, Japan, and South Korea, quickly announced embargoes of U.S. rice, triggering sharp declines in the market price of U.S. rice. The JPML centralized these actions, and others similar, before the Honorable Catherine D. Perry of the U.S. District Court for the Eastern District of Missouri (St. Louis). Following the district court's denial of class certification, the cases proceeded to completion of discovery and trial. Following multiple bellwether trials before Judge Perry, both resulting in significant victories for the Plaintiffs, the parties entered into a global settlement totaling $750 million. In re "StarLink"Corn Products Litigation. Similar to the rice contamination litigation against the Bayer companies, this litigation was centralized by the JPML in the U.S. District Court for the Northern District of Illinois, Eastern Division (Chicago). The U.S. Environmental Protection Agency had licensed "StarLink" brand corn—which had been genetically-modified to create its own insecticidal protein, making it resistant to various corn pests—only for the growing of corn used for animal feed and industrial purposes (such as the growing of corn fa manufacturing ethanol), was found to have entered the U.S. food chain. The news swiftly led to Japan and other major overseas buyers of U.S. corn placing embargoes on American corn, and the resulting collapse of the export market for U.S. corn and a sharp decline in the market price of U.S. corn. The Firm was one of four court-appointed co-lead counsel for a class of corn farmers in various corn-belt states against Aventis CropScience USA—the developer of StarLink corn seed (which was later purchased by Bayer AG and became Bayer CropScience, the developer of the genetically-modified rice seeds that are the sources of the rice contamination litigation in which the Firm is currently involved and Garst Seed Company, the principal licensee and distributor ofthe corn seed. In the actions, the corn growers sought damages representing the loss in value of their corn crops due to the improper marketing, handling, and SEEGERWEISSup 1 ~ distribution of StarLink corn. In April 2003, following much discovery and the denial of the Defendants' motion to dismiss the Plaintiffs' claims, U.S. District Judge James B. Moran gave final approval to a $110 million nationwide settlement of the class claims. OxyContin Third-Party Payor Litigation. Seeger Weiss has been appointed co-lead counsel in a proposed class action pending in the U.S. District Court for the Southern District of New York (Manhattan) before the Honorable John G. Koeltl. The litigation against the drug's maker, Purdue Pharma LLP, involves the marketing and promotion of OxyCor~in. In 2007, Purdue pled guilty to federal violations of misbranding of OxyContin, for which it was fined over $600 million in criminal and civil penalties. The Firm represents insurance providers and other "third-party payors," including self-funded health plans, which have purchased, reimbursed, or otherwise paid for OxyContin for their plan members or participants. The Plaintiffs assert violations of federal RICO and state consumer fraud statutes. Specifically, they allege that, as a result of Defendants' fraudulent over-promotion and off-label promotion of OxyContin, members of the class paid a much higher price, for many more prescriptions, than they would have absent Defendants' fraudulent over-promotion. After discovery, spirited negotiations, and briefing and argument on Purdue's motion to dismiss the complaint, Seeger Weiss secured a $20 million settlement, which received preliminary approval from the district court in December 2008. A final approval (fairness) hearing is scheduled for May 15, 2009. Environmental and Toxic Tort Litigation Seeger Weiss has brought several environmental and toxic tort cases on behalf of homeowners, small landowners and farmers who have suffered from environmental damage and degradation. Factory Hog and Poultry Farm Environmental Litigation. The Firm was involved in the prosecution of various environmental and common law claims against several of the nation's largest industrial hog and poultry farm operators. These cases, which were filed in various jurisdictions throughout the country, were brought on behalf of riparian property owners and other residents in the vicinity of factory hog and poultry farms who suffered from atmospheric degradation caused by the illegal discharge of harmful toxins and other pollutants contained in the enormous quantities of hog and poultry feces and other wastes produced by the industrial farmer defendants. The Firm served as co-lead counsel in several of these actions. For example, the Firm served as court-appointed co-lead counsel in an action in the state District Court of Mayes County, Oklahoma pertaining to environmental damages to the Grand Lake O'Cherokees caused by the disposal of massive quantities of chicken litter by the operations of various major poultry integrators and their contract growers. In that action, the Firm achieved the certification of two classes of owners of property around the 44,000-acre lake after athree-day hearing by the District Court, and that ruling was only narrowly overturned by the Oklahoma appellate courts c__SEEGERWEISS,.~.~• during nearly two and one-half years of appeals. The Firm dismissed these claims following the class decertification. Hog Odor Nuisance Litigation. In September 2006, following a threesweek trial in which Firm partner, Stephen A. Weiss, served as co-lead trial counsel, a state court jury sitting in Jackson County, Missouri returned a $4.5 million combined verdict against industrial hog producers Premium Standard Farms, Inc. and ContiGroup Companies, Inc. in favor of six neighbors of the Defendants' vast farm operations in northern Missouri. In March 2010, a group of fifteen neighbors brought Premium Standard Farms before the state court again, alleging that the overpowering hog odors had not abated since the original trial. A Jackson County jury awarded the plaintiffs an $11.05 million verdict. This verdict is the largest monetary award against a hog farm in an odor nuisance case. Following these verdicts, Mr. Weiss served as lead negotiator of a global settlement that successfully resolved approximately 300 related claims against these Defendants on a confidential basis. Lead Poisoning Litigation. The Firm represented families and property owners living within Tar Creek, one of the nation's most notorious hazardous waste sites, situated within the former Picher Mining Field in Northeast Oklahoma. The site had ranked consistently near the top of EPA's National Priorities List for over a decade. Seeger Weiss pursued two types of cases on behalf of the residents: claims on behalf ofseven minor children who have irreversible brain damage as a result of exposure to the lead left behind by the mining companies; and a prospective class of residents whose properties have been devalued and who have been exposed to this toxic mining waste. These claims were successfully resolved through confidential settlements. Chinese-Manufactured Drywall. Seeger Weiss is currently pursuing action against Chinese manufacturers of contaminated drywall, which is reported to contain high levels of hydrogen sulfides, compounds that when exposed to prolonged heat or humidity, release sulfur gasses resulting in terrible odors, metal corrosion, and physical injuries. Christopher A. Seeger was named to the Plaintiff's Steering Committee in the Chines~Manufactured Drywall Products Liability Litigation(MDL No. 2047) by Judge Eldon E. Fallon, United States District Court, Eastern District of Louisiana. This litigation, which includes thousands of claimants asserting property damage and personal injury claims, was centralized in the Eastern District of Louisiana in June 2009 by order of the United States Judicial Panel on Multidistrict Litigation Mr. Seeger tried the first defective Chinese-manufactured drywall case in the country, resulting in a $2.6 million verdict for seven Virginia families. Mr. Seeger also tried the second bellwether case, which determined whether manufacturers were responsible for damages the drywall's toxic fumes cause to plumbing, electronics, and appliances, securing a $164,049 judgment for the Hernandez family. Sw SEEGERWEISSw~ << 19 With those successes, Mr. Seeger was a key part of a negotiating team that obtained a breakthrough settlement to remediate homes affected by Chinese drywall. The agreement was reached with several key defendants including Knauf Plasterboard Tianjin (KPT), builders, drywall suppliers and their insurers, and other Knauf entities, and totaled over $1 billion in recoveries. Seeger Weiss remains engaged in litigation against the other, key manufacturer of this contaminated drywall as well as its parent corporations. Asbestos Litigation Seeger Weiss handles numerous lawsuits seeking compensation for victims of asbestos and mesothelioma and has recovered millions ofdollars for mesothelioma victims nationwide. These cases include a $3.1 million settlement on behalfof an auto mechanic and Navy veteran who was diagnosed with mesothelioma at age 61, and a $2 million settlement on behalf of an 8a year-old California man who was diagnosed with mesothelioma after having worked on shipyards in California and across the country. Fair Labor Standards Act Litigation Seeger Weiss LLP is engaged in a wide variety of Fair Labor Standards Act("FLSA") litigation matters representing aggrieved employees in courts throughout the country. The following are examples of such FLSA actions in which the Firm is involved: Seeger Weiss served as lead counsel in anaction—titled Schaefer-LaRose v. Eli Lilly & Co., which was filed in November 2006 and transferred to the U.S. District Court for the Southern District of Indian—charging that Eli Lilly & Co. had a common practice of refusing to pay overtime compensation to its pharmaceutical representative including Sales Representatives, Senior Sales Representatives, Executive Sales Representatives, Senior Executive Sales Representatives, and those with similar job descriptions and duties~in violation of the federal FLSA. The plaintiffs, Lilly employees who promoted or detailed pharmaceutical products to medical professionals, alleged that Lilly unlawfully characterized its employees as exempt in order to deprive them of overtime pay. In February 2008, the court approved Plaintiffs' motion to conditionally certify the case as a collective actior~the FLSA equivalent of a class action. The class consisted of approximately 400 current and former pharmaceutical representatives employed by Lilly across America. Seeger Weiss was also co-counsel in a similar federal collective action lawsuit charging that Pfizer Inc. had adopted a common practice of refusing to pay overtime compensation to its Sw SEEGERWEISS~.~.~~ 20 pharmaceutical representatives—including Professional Healthcare Representatives, Therapeutic Specialty Representatives, Institutional Healthcare Representatives, Specialty Healthcare Representatives, Specialty Representative, and Sales Representativesr—in violation of the FLSA. That action, Coultrip v. Pfrzer Inc., was filed in October 2006 in the U.S. District Court for Southern District of New York. In August 2008, that court granted Plaintiffs' motion to certify the case as a FLSA collective action. The FLSA litigations against the various drug-makers were extremely hard fought and led to a split among the circuit courts of appeals, with the Seventh Circuit affirming the district court's grant of summary judgment in favor of Eli Lilly and the Ninth Circuit sim~7arly holding in favor of defendant SmithKline Beecham, while the Second Circuit held in favor of the plaintiffs in a cognate action brought against Novartis. The claims wound their way up to the U.S. Supreme Court, where asharply-divided Court affirmed the Ninth Circuit in a 5-4 decision in June 2012. Seeger Weiss partner Stephen A. Weiss and Counsel James A. O'Brien III(who argued the plaintiffs' appeal in the Seventh Circuit)spearheaded the litigation for Seeger Weiss. Pension and ERISA Litigation Seeger Weiss has represented thousands of clients whose employers recklessly tampered with their retirement benefits. Schol a Bakery and Confectionary Union and Industry Int'1 Pension Fund. Seeger Weiss represented eight former union employees of the Entemann's Bakery in Bay Shore, New York and two from the now-shuttered Keebler Food Co. plant in Denver, in a class action lawsuit filed against the Bakery and Confectionery Union and Industry International Pension Fund. Many of these and other union workers accepted "buy-out" offers from the company as it downsized its personnel in recent years or accepted management positions, based on the understanding and expectation that they would qualify for a full pension under alternative formulas known as Plan G and Plan C, or more commonly the "Golden 80" and "Golden 90" options, respectively, whereby pension plan participants could quality for a full pension if their age and combined years of service added up to 80 and 90, respectively. But as of July 1, 2010, Pension Plan participants not already eligible for their full pension under the Golden 80 and 90 formulas lost their right to qualify for those pensions if they were no longer in working in covered (unionized) employment. The result of this amendment was that participants could qualify for a full pension only at age 65 and the only early retirement pension available to them was a reduced benefit hat was as much as 60% lower than the Golden 80 and 90 pensions. The Schol action—the first one of several filed in the country to challenge the pension plan amendment—was filed in the U.S. District Court for the Eastern District of New York and subsequently transferred to the Southern District of New York(in White Plains, New York), where it was consolidated with a similar action, Alcantara a Bakery and Confectionary Union and Industry Int'I Pension Fund. In June 2012, Judge Vincent L. Briccetti granted Plaintiffs' motion for judgment on the pleadings, agreeing with Plaintiffs that the Pension Plan's 2010 amendment violated ERISA's prohibition against the cutback ofaccrued pension benefits. c--SEEGERWEISS~ Judge Briccetti agreed that the pension Plaintiffs had been promised and were earning credits toward was an accrued benefit, and could not be reduced merely because they had not already reached the required number of total credits of age plus years of service before last July 1, 2010. In May 2014, the U.S. Court of Appeals for the Second Circuit affirmed Judge Briccetti's decision in a published opinion, Alcantara a Bakery &Confectionery Union &Indus. Int'1 Pension Fund Pension Plan, 751 F.3d 71 (2d Cir. 2014). The victory secured by Seeger Weiss and its co-counsel has benefitted over 540 Pension Plan participants. The case was successfully prosecuted by Seeger Weiss partner Diogenes P. Kekatos. In re Delta Air Lines Inc. Seeger Weiss served as Lead Counsel in a nationwide ERISA multidistrict litigation centralized by the JPML in the federal court in Atlanta, Georgia before the Honorable Julie E. Carnes. The Firm represented active and retired Delta Air Lines pilots challenging various company pension plan amendments and practices that had caused them to forfeit accrued and vested pension benefits. Plaintiffs challenged, among other things, the methodology employed by Delta in calculating and paying lump sums of pension benefits to pilots, the company's retroactive fteeze of a benefit formula previously pegged to increases in investment performance, and automatic reductions of pension benefits of married retirees hired before 1972. In September 2005, the federal court in Atlanta granted final approval to a class action settlement providing for payment of$16 million in cash to certain retired Delta pilots hired before 1972 or their spouses or beneficiaries and 1 million stock purchase warrants to lump sum pension benefits recipients. The settlement represented a significant recovery in light of Delta Air Lines' rapidly-deteriorating financial plight, with the court's final approval coming only days before Delta filed for bankruptcy protection. Seeger Weiss continued to represent Plaintiffs and class members through a number of twists and turns in the bankruptcy proceedings and beyond, and vigorously fought for and, in 2008, secured the complete and final distribution of all settlement proceeds to the class members. In re BellSouth Corp. ERISA Litigation. Seeger Weiss represented tens of thousands of aggrieved BellSouth management employees in a class action suit against the company and the administrators of the employees' 401K plan, in connection with "Enror~like" breaches of fiduciary duty. These claims stemmed from Defendants' failures to advise employees of investment diversification options and their having created a falsely optimistic outlook in Defendant Be1lSouth's stock as a prudent investment for the plan. Defendants encouraged employees to invest their earnings in company stock at a time when the company was noting positive operating results, artificially-optimistic revenue growth, and other financial indicators that were found to be materially false, including revelations of accounting irregulargies and losses from the company's risky venture into the highly-speculative Latin American wireless phone market. In 2006, after considerable motion practice and discovery in the litigation, the federal court in Atlanta, Georgia, which oversaw the litigation, granted final approval to a class action settlement that provides for, among other things, BellSouth to make matching 401 K plan contributions to employees for athree-year period in cash rather than company stock; for c-_SEEGERWEISS~ WV ::: _ 22 employees during that period to have the same investment options for the company's matching contributions as they have for their own contributions; the availability of certain additional investment choices; and during that period a guaranteed minimum percentage for one of the components in the formula used to determine the company's matching contributions. Insurance Litigation For over a decade, the Firm has played a pivotal role in many notable insurance market practices class actions brought against members of the life insurance industry. These nationwide suits resulted from alleged misrepresentations made in connection with the sale of certain life insurance products, including "vanishing premium" policies which, due to marketsensitive dividend projections, required customers to pay premiums on a more prolonged basis than originally expected. The Firm has also reviewed annuity claims in the Claims Review Process. The firm serves on the Plaintiffs' Executive Committee in the multidistrict Aetna UCR Litigation(MDL No. 2010), pending before Judge Katherine Hayden in the United District Court for the District of New Jersey. That litigation raises ERISA and other claims against Aetna, Ingenix, and UnitedHealth Group pertaining to reimbursement rates for outof -network heath care services. The insurers were reported to have knowingly created and used flawed data— a rigged database created by Ingenix, which was once the largest provider of healthcare billing information in the country and is now a subsidiary of UnitedHealth Group — to produce reimbursements often far below genuinely usual, customary, and reasonable rates. In 1995, the firm was appointed as the national Policyowner Representative in Wilson v. New York Life Insurance Company sales practices litigation, the first settlement of a nationwide class action relating to the vanishing premium insurance product. Wilson involved claims brought by a class of approximately 3.2 million New York Life policyowners who suffered damages as the result of allegedly improper sales practices by the company and its agents, including the alleged failure to properly disclose the marketsensitivity of the company's premium payment projections. As Policyowner Representative, the firm served as the principal advocate on behalf of members of the class who elected to pursue individual claim relief before independent appeal boards. Following its appointment in the New York Life litigation, the firm served as the Attorney Representative in the In re Prudential Life Insurance Sales Practices Litigation. In that role, the firm, and others serving under its auspices, represented individual class members in connection with over 53,000 separate claim arbitrations. In addition to the New York Life and Prudential matters, the firm has served as the Policyowner Representative, Attorney Representative, or Claim Evaluator in the following Sw SEEGERWEISS~.~.~• ,. .~ . ~ 23 insurance and annuity sales practices class actions: Ace Seat Cover Company v. The Pacific Life Insurance Co.; Benacquisto v. American Express Financial Corporation; Duhaime v. John Hancock Mutual Life Ins. Co.; Garst v. The Franklin Life Insurance Co.; In re General American Life Insurance Co. Sales Practices Litigation, In re Great Southern Life Insurance Co. Sales Practices Litigation; Grove, et al. v. Principal Mutual Life Insurance Co.; Joseph F. Kreidler, et al. v. Western-Southern Life Assurance Co.; Lee v. US Life Corp.; In re Lutheran Brotherhood Variable Products Co. Sales Practices Litigation; Manners and Philip A. Levin v. American General Life Insurance Co.; In re Manufacturers Life Insurance Co. Premium Litigation; In re Metropolitan Life Insurance Co. Sales Practices Litig.; Moody v. American General Life and Accident Insurance Co.; In re New England Mutual Life Insurance Company Sales Practices Litigation; Roy v. Independent Order ofForesters; Murray v. Indianapolis Life Insurance Co.; Snell v. Allianz Life Insurance Company ofNorth America; In re Sun Life Assurance Company of Canada Insurance Litigation; Varacallo, et al. v. Massachusetts Mutual Life Insurance Co.; and Wemer v. The Ohio National Life Insurance Co. Nursing Home Litigation Seeger Weiss LLP has served as counsel in over two dozen personal injury and wrongful death actions on behalf of victims of severe nursing home abuses and neglect. These cases, both pending and settled, were litigated in various state courts throughout the country and have earned the Firm a national reputation in the area of nursing home litigation. Personal Injury Litigation The Firm maintains ahighly-selective docket of matters involving serious personal injury or wrongful death. Unlike many personal injury practices in which attorneys may handle hundreds of slip-and-fall matters at a time, the Firm's philosophy is to allow its attorneys to concentrate on a smaller number of"high -end" catastrophic injury cases, thereby permitting the highest quality of attention and service available in the field. In re National Football League Players' Concussion Injury Litig. Christopher Seeger served as co-lead counsel to NFL players and lead negotiator in the NFL concussion litigation, multidistrict litigation involving thousands oflawsuits brought by former NFL players that the JPML ordered centralized in the Eastern District of Pennsylvania), in which the players alleged that the League had suppressed information concerning the linkage between repeated head trauma and serious neurological ailments. The litigation has gained significant media attention. c-_SEEGERWEISSw• 24 Judge Brody appointed Seeger Weiss founding partner Christopher A. Seeger as Co-Lead counsel for the Plaintiffs, and several other Seeger Weiss partners and other attorneys, including David R. Buchanan and TerriAnne Benedetto, have been actively involvedm the litigation. The settlement was achieved after many months of spirited negotiations led by Mr. Seeger, including before acourt-appointed mediator. The settlement will provide an uncapped Monetary Award Fund for 65 years which will pay all valid claims for certain neuro-cognitive impairments, with individual awards of up to $5 million; $75 million to fund a Baseline Assessment Program Fund that will offer eligible retired NFL players a baseline neuropsychological and neurological examination to determine the existence and extent of any cognitive deficits, and in the event retired players are found to suffer from moderate cognitive impairments certain supplemental benefits in the form of specified medical treatment and/or evaluation, including, as needed, counseling and pharmaceutical coverage; and a $10 million Education Fund to fund safety and injury-prevention programs for football players. The U.S. Court of Appeals rebuffed the effort of a small group of objectors to challenge the preliminary approval determination in an opinion published at 775 F.3d 570. After extensive proceedings, culminating in a final approval hearing in November 2014, Judge Brody approved the settlement in an exhaustive opinion issued in Apri12015 (published at 307 F.R.D. 351), agreeing with Seeger Weiss and its co-counsel that the objections to the settlement lodged by a small percentage of class members lacked merit. In May 2016, a U.S. Court of Appeals for the Third Circuit panel unanimously affirmed Judge Brody's final approval determination in a published opinion and denied rehearing en banc. And finally, in December 2016, the United States Supreme Court denied a petition for certiorari relating to the settlement. The denial of certiorari removed the final obstacle to implementation ofthe landmark settlement. In addition to Christopher Seeger, partners David Buchanan and TerriAnne Benedetto and counsel Scott Alan George are responsible for this litigation. Wildcats Bus Crash Litigation. In June 2009, Seeger Weiss was lauded for its staunch representation of 11 victims and their families in the Wildcats Bus Accident Case, after the defendants' agreed during trial to accept 100% of the responsibility for the tragic crash. The horrific accident, which resulted in four fatalities and countless other serious injuries, occurred when a Coach Canada bus carrying an "under 21" Canadian female hockey team named the Wildcats veered off of Interstate 390 near Rochester, New York and struck a parked tractor- trailer on the shoulder of the roadway. Led by Christopher Seeger, Moshe Horn and Marc Albert, the Seeger Weiss team took more than 20 depositions, reviewed thousands of pages of documents and retained multiple experts in preparation for the trial in the Supreme Court, C-_SEEGERWEISS,~~r "W ~... V , ..<< 25 Livingston County. Seeger Weiss represented a total of eleven victims of the accident and their families. In March 2010, a jury awarded $2.25 million to three of the victims and their families, who were represented by partners Moshe Horn and Marc Albert. Following this verdict, the Firm successfully negotiated a global settlement of $36 million on behalf of all of the Wildcats bus accident victims. Other Personal Injury Matters. Partner Christopher A. Seeger represented asix-year- old boy and his family in a medical malpractice action against a hospital for failing to timely diagnose meningitis, which resulted in severe brain damage to the boy. The case settled for $3.25 million in the Supreme Court of Kings County. Partners Christopher A. Seeger and Stephen A. Weiss represented the wife and two minor children of a 41-year-old successful technologist who was tragically killed when a boat upon which he was a passenger collided with the Greenport Breakwater, a 1,000 foot long structure constructed of large boulders in Greenport, Long Island. The victim was thrown from the boat upon impact and ultimately drowned. This case was settled for $2.9 million. Seeger Weiss secured a $1.4 million verdict for client Debbie D'Amore in her case against Met Life and American Building Maintenance for serious injuries which she suffered as a result of a fall on July 13, 2004 at the Met Life Building in New York City. Ms. D'Amore was vigorously represented by Christopher Seeger and Marc Albert of Seeger Weiss LLP over the course of the week-long trial held before the Honorable Judge Michael Staliman of the Supreme Court, New York County. The jury deliberated over a two day period and returned with a $1.4 million verdict, $1 million of which was awarded for Ms. D'Amore's past pain and suffering, with $400,000 awarded for future pain and suffering. The jury found defendants Met Life and its cleaning contractor, American Building Maintenance responsible for the fall and the serious injuries which Ms. D'Amore sustained as a result. Ms. D'Amore suffered a tri-malleolar ankle fracture in the fall which required multiple surgeries, including ultimately, an ankle fusion. Antitrust Litigation Seeger Weiss LLP has been involved in nationally-prominent antitrust litigation, where it has recently expanded its presence. SEEGERWEISS~.~.~• ~._.._~..~ ~. _.~.. _ 26 Compact Disc Litigation. Seeger Weiss was involved in this consumer antitrust litigation, which sought damages against the wholesale sellers ofpre-recorded music sold in the form of compact discs. The Plaintiffs alleged that the Defendants had conspired to artificially inflate the retail prices of compact discs in violation of the Sherman Act. The litigation was settled favorably in the United States District Court for the District of Maine, where the litigation had been centralized for coordinated pretrial proceedings by the JPML. McDonough v. Toys "R" Us, Inc. Seeger Weiss represents a proposed class of consumers and smaller retailers of baby and juvenile products against Babies "R" Us(an affiliate of the Toys "R" Us chain) and several manufacturers of baby products, including strollers, bedding, car seats, and other items, in consolidated actions pending in the U.S. District Court for the Eastern District of Pennsylvania (Philadelphia) before the Honorable Anita B. Brody. The Plaintiffs allege that Babies "R" Us conspired with the manufacturers of baby products in a scheme whereby the manufacturers required other retailers to sell their products at prices above those being charged by Babies "R" Us. As a result, Babies "R" Us was able to monopolize the retail market, resulting in consumers being forced to pay more for baby products. The district court denied the Defendants' motion to dismiss the consolidated complaints. Briefing of Plaintiffs' motion for class certification has been completed, and a decision from the court is expected shortly. Monsanto Genetically-Modified Soybean and Corn Seed Litigation. The Firm serves as Co-Lead Counsel in Schoenbaum v. E.I. DuPont de Nemours and Company, thirteen consolidated proposed class actions against Monsanto Company, E.I. DuPont de Nemours and Company, and Pioneer Hi-Bred International Inc. currently pending before the Honorable E. Richard Webber in the U.S. District Court for the Eastern District of Missouri (St. Louis). These lawsuits, brought on behalf of farmers who purchased genetically-modified Roundup Ready soybean and YieldGard corn seeds, allege violations of federal and state antitrust, state unfair trade practices statutes, and common law claims for unjust enrichment. The claims stem from the defendants' conspiracy to fix the price of these seeds through the imposition of"technology fees," ostensibly for the purpose of allowing Monsanto to recoup its research and development costs of those seed products but which, in reality, capitalized on and exploited Monsanto's development of those seeds in order to monopolize -the market for those seeds and thereby charge and collect premium prices. After extensive briefing, both pre- and post-argument, and an all-day hearing on the Defendants' motion to dismiss the Plaintiffs' Master Consolidated Amended Action Complaint, the district court sustained most of Plaintiffs' claims.Following spirited motion practice, which included discovery disputes and the Plaintiffs' motion for leave to file an amended complaint in order to, among other things, assert additional claims against Monsanto for misuse of patent, Plaintiffs reached individual settlements with all of the ~SEEGERWEISS~.,u. ,. a 2~ defendants. The settlements will provide a significant recovery to each of the more than two dozen named Plaintiffs. In re Packed Ice Antitrust Litigation. The Firm represents direct purchasers of packaged ice in a proposed class action brought against the five American and Canadian manufacturers and distributors who possess the dominant share of the $2.5 billion per year packaged ice industry in North America. The Firm has been appointed Co-Chair of the Class Certification Committee in that litigation. Plaintiffs allege that Defendants have violated the antitrust laws by conspiring to fix prices and allocate market share for packaged ice. The U.S. Justice Department's Antitrust Division commenced an investigation into the packaged ice industry sometime prior to March 2008 and grand jury subpoenas were issued to the Defendants. The cases from around the country have been centralized in the U.S. District Court for the Eastern District of Michigan, and a hearing will be held in March 2009 respecting the selection ofLead Counsel. In re Rail Freight Fuel Surcharge Antitrust Litigation. The Firm represents shipping customers in a proposed class action brought against the country's four major railroads for antitrust violations. The Defendants in this multidistrict liti~tion, pending in the U.S. District Court for the District of Columbia, are alleged to have conspired to fix the prices of"rail fuel surcharges" above competitive levels, causing the Plaintiffs to pay exorbitant rates for unregulated rail freight transportation services—rates that were unrelated to fuel costs. The district court denied the Defendants' motions to dismiss the direct purchasers' claims and the indirect purchasers' federal antitrust claims. The district court held atwo-day hearing on Plaintiffs' motion for class certification in October 2010 and, in June 2012, issued an exhaustive 145-page decision, granting the motion. In August 2013, the D.C. Circuit remanded the case for further proceedings, principally in light of the Supreme Court's therrrecent decision in Comcast Corp. v. Behrend, 133 S. Ct. 1426 (2013). Further proceedings have been conducted on remand, including additional expert witness discovery and voluminous briefing. The district court will soon hold amulti-day hearing on the class certification motion. Seeger Weiss serves as Co-Chair of the Law and Briefing Committee. Other Commercial Litigation In addition to its diverse complex litigation practice, Seeger Weiss LLP is engaged in a wide variety of commercial litigation matters representing individuals and businesses in state and federal courts throughout the country. The following are examples ofsuch commercial actions in which the Firm is involved: Automobile Dealership Warranty Litigation: The Firm represents dozens of franchised automobile dealerships located throughout New York State in separate actions against the "Big Three" automobile manufacturers —Ford, General Motors, and DaimlerChrysler. These actions SW SEEGERWEISS~.~.~~ ( u • b:Mv~t i(( 28 are pending in federal court in New York and are based on the manufacturers' failure to comply with the New York State Vehicle &Traffic Law § 465. These actions assert claims that in violation of New York State statute and the franchise agreement that governs the relationship between the dealerships and the factories, the manufacturers have failed to adequately reimburse the dealerships for parts used in performing repairs pursuant to the manufacturers' warranties. In addition to the three federal court actions, the Firm also represents close to a dozen franchised Chrysler dealerships in arbitrations pending before the American Arbitration Associations asserting the same claims. Arzoomanian v. British Telecommunications PLC. The Firm represented a small businessman who had brokered amulti-million dollar global telecommunications deal between two multi-national corporations, British Telecommunications PLC ("BT") and Unilever PLC, and then was cut out of the deal by the companies and refused his fee. In 2004, the Firm successfully overcame BT's motion to dismiss the action onforum non conveniens grounds (in which BT argued that the action should not have been brought in the United States). After extensive discovery—both in the United States and overseas—and further motion practice, the case was settled in 2007. This is one of a number of cases that the Firm has handled on behalf of small businesses which have been wronged by behemoth corporations. In re ETS Praxis Principles ofLearning and Teaching: Grades 7-12 Litigation is a consolidated national class action on behalf of more than 4,100 prospective teachers as to whom ETS negligently and wrongfully reported failing scores on the Praxis Principles of Learning and Teaching test for grades 7 through 12(the "PPLT" test) during the period from January 2003 through Apri12004. The PPLT is a test that is required in many states in order for teachers to obtain their teaching certification. In December 2004, the various class actions filed around the country were transferred to the Honorable Sarah Vance of the United States District Court for the Eastern District of Louisiana(New Orleans). Judge Vance appointed Seeger Weiss LLP to the position of State Court Litigation Liaison Counsel. This case was settled in 2006 for $11.1 million. HMO Litigation. The Firm was counsel to individual doctor-members of the Connecticut State Medical Society("CSMS") and the Medical Society of the State of New York("MSSNY") in connection with various putative statewide class actions filed in Connecticut and New York state courts, respectively against several national health management organizations(HMOs). The class members sought damages resulting from the defendants' improper, unfair and deceptive practices designed to deny, impede or delay lawful reimbursement to CSMS and MSSNY physicians which rendered necessary healthcare services to members of the HMO managed care plans. The case was successfully resolved. c-_SEEGERWEISS~ WV ; .. .. ,- , ~s ,~F 29 VOIP, Inc. v. Google, Inc. The Firm represents VOIP, Inc. in a trade secrets and breach of contract action filed in New York State Supreme Courtin February 2011. The suit claims that Google developed its "Click to Call" feature, which allows users to make Internet phone calls by just clicking on a link, using misappropriated VoIP trade secrets. c__SEEGERWEISS~.~.~~ SEEGER~►7~7EISS LLP COMPLEX LITIGATION I SIMPLE JUSTICE Selected Attorney Biographies Partners Christopher A. Seeger Position: Founding Member Co-Managing Partner. Admitted: New Jersey, 1990; New York, 1991; U.S. District Court for the Southern District of New York and U.S. District Court for the District of New Jersey, 1991; U.S. District Court for the Eastern District of New York, 2000; U.S. District Court for the District of Colorado, 2011. Education: Hunter College of the City University of New York (B.A.,summa cum laude, 1987); Benjamin N. Cardozo School of Law (J.D., magna cum laude, 1990). Honors: Managing Editor, Cardozo Law Review. Author: "The Fixed Price Preemptive Right in the Community Land Trust Lease," 11 Cardozo Law Review 471, 1990;"Developing Assisted Living Facilities," New York Real Estate Law Reporter, Volume XII, Number 10, August 1998. Lecturer: "T'he Use of ADR in Class Actions and Mass Torts," New York University School of Continuing and Professional Studies, October 13, 2000. Director: American Friends of Rabin Medical Center, Inc.; Benjamin N. Cardozo School of Law, Yeshiva University, 1999-2000. Co-Chair: Cardozo Law School Alumni Annual Fund, 199&2000. Awards: Best Lawyers in America, 2006, 2012; New York Super Lawyer, 2006-2013; New Jersey SuperLawyers, 2006-2014; Law Dragon 500, 2007-2013; Best Lawyers, Mass Tort Litigation; Hunter College Hall of Fame, 2007; Cardozo Alumnus of the Year, 2009. Member: The Association of the Bar of the City of New York; New Jersey State Bar Association; Board of Advisors, New York Real Estate Law Reporter; Annual Fund Committee, 1999-present; American Bar Association; American Association for Justice, Trail Lawyers for Public Justice; Fellow, American Bar Foundation. Practice Areas: Consumer Fraud, Products Liability, Antitrust; Insurance, Class Actions, Mass Torts. Sw SEEGERWEISS~.u~ ,~F 31 Stephen A. Weiss Position: Founding Member and Co-Managing Partner. Admitted: New York, 1991; U.S. District Courts for the Southern and Eastern Districts of New York, 1991. Education: Brandeis University (B.A., 1986); Benjamin N. Cardozo School of Law (J.D., 1990). Honors: Business Editor, Cardozo Law Review, 1989-1990. Author: "Environmental Liability Disclosure Under the Federal Securities Law,"Law Education Institute, Inc., 1998; "Liability Issues and Recent Case Law Developments Under CERCLA, New Environmental Issues of Liabilities of Government Agencies &Government Contractors," Federal Publications, Inc., Chapter 4, 1995;"New York Proposes Legislation to Restrict Shareholder Derivative Suits,"Insights, Vol. 8, No. 3, p. 24, 1994;"Suretyship as Adequate Protection Under Section 361 of the Bankruptcy Code," Cardozo Law Review, Vol. 12, p. 285, 1990. Director or Officer: Benjamin N. Cardozo School of Law, Yeshiva University, 2000-present; New York State Trial Lawyers Association, 2012-present; New York State Academy of Trial Lawyers, Vice President,lst Department, 2012-2013. Co-Chair: Cardozo Law School Alumni Annual Fund, 1998-2000. Awards: International Humanitarian Achievement Award, Shaare Zedek Medical Center, 2002; Trial Lawyer of the Year, Finalist, Public Justice Foundation, 2010. Member: American Association for Justice; American Bar Association; Badge of Honor Memorial Foundation, General Counsel, 2008-present. Practice Areas: Complex Litigation, including Antitrust, Consumer, Employment, Environmental, Insurance, Products Liability, Pharmaceutical, Qui Tam and Securities Litigation. David R. Buchanan Position: Member. Admitted: New Jersey, 1993; New York, 1994; U.S. District Court for the District of New Jersey, 1993; U.S. District Court for the Southern District of New York, 1994; U.S. District Court for the Eastern District of New York, 1999. Education: University of Delaware (B.S., 1990); Benjamin N. Cardozo Law School (J.D., magna cum laude, 1993) Honors: Samuel Belkin Scholar, 1993; Member, 1991-93, and Administrative Editor, 1992-93, Cardozo Law Review. Awards: Best Lawyers in America, 2007, 2012; New York Super Lawyer, 2007; Legal 500; Law Dragon 3000 Member: American Bar Association (Litigation, Intellectual Property sections). Practice Areas: Complex and Mass Tort Litigation, including Antitrust, Consumer, Environmental, Insurance, Intellectual Property, Pharmaceutical, Products Liability, and Securities Litigation. c--SEEGERWEISS~.~.~•.. "W . , , .. 32 Diogenes P. Kekatos Position: Member. Admitted: New York, 1984; U.S. District Courts for the Southern and Eastern Districts of New York, 1984; U.S. Courts of Appeals for the Second, Third, Seventh, Eighth, Ninth, and Tenth Circuits, 1985, 2008-14; U.S. Supreme Court, 1987. Education: Columbia College, Columbia University (B.A., Dean's List all 8 semesters, 1980); Brooklyn Law School (J.D., 1983). Honors: Named to New York Super Lawyers, 2013-16; recipient of letters of commendation from the U.S. Court of Appeals Staff Counsels and from Attorney General Janet Reno for outstanding performance and high level of professionalism in appellate mediation, 1999. Experience: Special Assistant U.S. Attorney, 1986-88, and Assistant U.S. Attorney, 1988-2000; Office of the United States Attorney for the Southern District of New York, and Chief, Financial Litigation Unit, 1988-90; and Immigration Unit, 1990-2000. Has argued some 130 appeals and motions in the U.S. Court of Appeals for the Second Circuit, including a successful en Banc rehearing, with scores of cases resulting in published opinions; and has handled hundreds of appellate mediations. Awards: Executive Office for U.S. Attorneys Director's Award for Superior Performance as an Assistant U.S. Attorney, 1996; Award from U.S. Attorney Mary Jo White for Exceptional Achievement, 1995; and numerous other award nominations. Practice Areas: Class Action and Complex Litigation, Federal Civil Litigation, Federal Appellate Litigation. Moshe Horn Position: Member. Admitted: New York and New Jersey, 1994; U.S. District Courts for the Southern and Eastern Districts of New York. Education: George Washington University (B.A., 1989); Benjamin N. Cardozo School of Law (J.D., 1993). Honors: Member of Championship team in a national Securities Law Moot Court competition at Fordham University, 1993; Winner tri-state trial competition, runner up Best Advocate, 1993. Experience: Assistant District Attorney, New York County, 1993-2002(where he held numerous supervisory positions and tried 50 jury cases); Senior Associate, Kaye Scholer LLP, 2002- 2004. Member of the Firm's trial team that achieved a $47.5 million verdict for Vioxx- related cardiovascular injury in Humeston v. Merck & Co. in 2007 in the New Jersey Superior Court, Atlantic County. Member of the Firm's trial team that achieved a $1.4 million verdict for Currently an Adjunct Professor of Law at Benjamin N. Cardozo School of Law, teaching "Introduction to Trial Advocacy." Has previously taught "Advanced Trial Advocacy" and "Mass Torts," and served as advisor and coach to the law school's Mock Trial Team. SEEGERWEISS~.~.~•r..,.. , . , ~. .. ..M, ~ , . 33 Member: American Bar Association, American Association for Justice, New York State Trial Lawyers Association. Practice Areas: Pharmaceutical and Medical Device Litigation, Personal Injury Litigation, Complex Litigation, Asbestos Litigation, Criminal Defense. Michael L. Rosenberg Position: Member. Admitted: New Jersey, 1989; U.S. District Court, District of New Jersey, 1989; New York, 1990. Education: Rutgers-Camden School of Law (J.D., 1989), University of Delaware (B.A. 1986). Experience: Has been with the Firm since its 1999 inception. Has negotiated individual settlements on behalf of hundreds of clients injured by pharmaceutical products, including over-the-counter medicines containing PPA and the anti-cholesterol drug Baycol. Played an integral role in the settlement of personal injury claims against the manufacturers of Dexatrim, a PPA-containing weight loss product, on behalf of 500 stroke victims who claimed that their strokes were caused by Dexatrim. The settlement is valued at approximately $200 million. Serves as a member of the Delaco Trust Advisory Committee tasked with overseeing the administration of the settlement. Was a member of the trial team that won a $2.6 million verdict for the Plaintiff inMcCarrell v. Hoffman-La Roche, Inc, in New Jersey Superior Court, Atlantic County. Member: American Bar Association and American Association for Justice. Practice Areas: Complex and Mass Tort Litigation, including Pharmaceutical, Products Liability and Insurance Litigation. Terrianne Benedetto Position: Member. Admitted: Pennsylvania, 1990; New Jersey, 1991; U.S. District Courts for the District of New Jersey, 1991; Eastern District of Pennsylvania, 1991; Western District of Wisconsin, 1993; New York Supreme Court, Appellate Division, Third Department, 2009; and New York Superior Court, 2009. Education: Franklin &Marshall College (B.A., 1986); Villanova University (J.D., 1990). Honors: Member of the Villanova Law Review; Law Clerk to the Honorable Jacob Kalish of the Commonwealth Court of Pennsylvania, and the Honorable William W. Vogel of the Montgomery County Court of Common Pleas. Author: "Database Technology: A Valuable Tool for Defeating Class Action Certification," published in Pennsylvania Law Weekly, Vol. XX, No. 47, November 24, 1997, and Mealey's Litigation Report: Lead, Vol. 7, No. 14, April 24, 1998. Experience: At the beginning of her career as a class action litigator, was co-counsel for defendants in Reilly v. Gould Inc., 965 F. Supp. 588(M.D. Pa. 1997); Dombrowski v. Gould Electronics Inc., 954 F. Supp. 1006(M.D. Pa. 1996); and Ascher v. Pennsylvania Insurance Sw SEEGERWEISS~.~.~• Oil ~ ~. ~ ,~w~,~ ~~~ 34 GuaranryAssociation, 722 A.2d 1078(Pa. Super. 1998). Thereafter,joined nationally recognized plaintiffs' firms where she represented individuals, small businesses and the Office of the Attorney General for the Commonwealth of Pennsylvania in numerous antitrust and consumer fraud class actions, many resulting multimillion dollar settlements, including In re Lupron Marketing and Sales Practices Litigation, MDL No. 1430(D. Mass.); In re Pharmaceutical Industry Average Wholesale Price Litigation, MDL No. 1456(D. Mass.); In re Graphite Electrodes Antitrust Litigation, No. 2:97-CV-4182(E.D. Pa.); In re Magnetic Audiotape Antitrust Litigation, No. 99 Civ. 1580(S.D.N.Y); In re Vitamins Antitrust Litigation, MDL No. 1285 (D.D.C.);In re Maltol Antitrust Litigation, No. 99 Civ. 5931 (S.D.N.Y.); In re Compact Disc Antitrust Litigation, MDL No. 1216(C.D. Cal.); In re Flat Glass Antitrust Litigation, MDL No. 1200(W.D. Pa.); and In re Carpet Antitrust Litigation, MDL No. 1075 (N.D. Ga.). Member: Pennsylvania Trial Lawyers Association, Philadelphia Bar Association. Practice Areas: Complex Commercial and Class Action Litigation, including Consumer Protection, Antitrust, Products Liability, and Securities Litigation. Counsel James A. O'Brien III Position: Counsel. Admitted: New York, 2000; Massachusetts, 1988; U.S. District Court, District of Massachusetts, 1991. Education: University of Massachusetts at Amherst(B.A., 1984); New England School of Law (J.D., 1988). Experience: Attorney Advisor, U.S. Department of Labor, 1988-89; Assistant District Counsel, U.S. Immigration and Naturalization Service, 1990; Special Assistant United States Attorney, 1990-2001, Southern District of New York. Practice Areas: Class Action and Complex Litigation, Federal Civil Litigation, Federal Appellate Litigation. Scott Alan George Position: Counsel. Admitted: Pennsylvania and New Jersey, 1998; U.S. District Courts for the Eastern District of Pennsylvania and the District of New Jersey, 1998; U.S. Court of Appeals for the Third Circuit, 1998; New York (2010); U.S. District Court for the Northern District Illinois (2012); U.S. District Court for the Eastern District of Michigan (2016). Education: Stevens Institute of Technology(1984); Goddard College (B.A., 1989); Temple University School of Law (J.D., cum laude, 1998). Author: Spotlight on Cost-Shifting of E-Discovery, Law 360, Nov 6, 2012(with Jonathan Shub) SW._.SEEGERWEISS~ ~~ Experience: In addition to providing occasional lectures at Temple University and litigation seminar on class actions, he has been in the leadership of many complex cases and class actions, including: Pro et al. v. Hertz Equipment Rental Corporation, 06-3830 (D.N.J.) (appointed co-lead for class settlement); In re Whirlpool Corporation Front Loading Washer Products Liability Litigation, MDL 2001 (N.D.Oh.)(member of the Plaintiff Steering Committee); Alexander v. Coast Professional Services, 2:12-cv-01461 (E.D.Pa.)(appointed co-Class Counsel); Taha v. Bucks County, 2:12=cv-06867 (E.D.Pa.)(appointed class counsel); and In re Ford Fusion and CMax Fuel Economy Litigation, MDL 2450 (S.D.N.Y)(Plaintiffs Executive Committee). Additionally, he has been a key member in litigation such as: In re Volkswagen "Clean Diesel"Marketing, Sales Practices and Products Liability Litigatiory MDL 2672 (N.D.Ca.);In re Caterpillar, Inc., C13 and CIS Engine Products Liability. MDL 2450 (D.N.J.); In re National Football League Players' Concussion Injury Litigation, MDL 2323 (E.D.Pa.); In re Chinese Manufactured Drywall Products Liability Litigation, MDL 2047 (E.D.La.); In re Vonage Marketing and Sales Practices Litigation, MDL 1862 (D.N.J.), Honors: Member ofthe Moot Court Honor Society. Practice Areas: Complex and Class Action Litigation. Christopher Van de Kieft Position: Counsel. Admitted: New York, 2003; U.S. District Courts for the Southern and Eastern Districts of New York, 2005. Education: Johns Hopkins University (B.A., 1990), Benjamin N. Cardozo School of Law (J.D., 2002). Honors: Editor-in-Chief, Cardozo Law Review; recipient of Cardozo Law School's prestigious Samuel Belkin Award, awarded each year to one graduating student for "exceptional contribution to the growth and development of the Law School." Experience: Prior to attending law school, served in the U.S. Army from 199Q98, attaining rank of Captain. Prior to joining the Firm was an associate at Fried Frank Harris Shriver & Jacobson. Practice Areas: Pharmaceutical and Medical Device Mass Tort Litigation; Class Action Litigation. Associates Parvin K. Aminolroaya Position: Associate. Admitted: New Jersey, 2008; New York, 2009; U.S. District Court, District of New Jersey, 2008. Education: Fordham University (B.A., 2004, with honors); Benjamin N. Cardozo School of Law (J.D., 2008). C__SEEGERWEISSw~ Honors: Named to New York Rising Stars Super Lawyers, 2014-16; Cardozo Alumni Association Young Leadership Award, 2016; Jacob Burns Medal awarded for outstanding contribution to Moot Court; Benjamin N. Cardozo Writing Award; Editorial Board, Moot Court Honor Society; First Place Oralist Team and First Place Brief, Regional Competition of the New York City Bar Association, National Moot Court Competition, 2007; First Place Brief and Second Place Oralist Team, Fordham Irving Kaufman Securities Moot Court Competition, 2007. Member: Executive Committee, Benjamin N. Cardozo School of Law Alumni Association; Vice- Chair, Benjamin N. Cardozo School of Law Black Asian Latino Alumni Group Association, 2012-2016. Practice Areas: Complex Litigation, including Antitrust, Consumer, Products Liability, Pharmaceutical, and Securities Litigation. Asim M. Badaruzzaman Position: Associate. Admitted: New Jersey, 2010. Education: Rutgers University (B.A., with honors, 2006); Seton Hall University School of Law (J.D., 2009). Honors: Best Brief Author for Appellate Advocacy, 2008; William Paterson Award, New Jersey Lawyer Chapter of the American Constitution Society. Experience: Marketing Contractor at Anadigics, Inc., 2006-2007; Research Assistant to Professor Mark P. Denbeaux, 2007; Legal Intern to Professor Meetali Jaine at the Center for Social Justice at Seton Hall, 2007; Intern at the Civil Litigation Clinic, 2009; Law clerk at Seeger Weiss LLP, 2008; Associate at Seeger Weiss LLP, 2009. Member: American Bar Association, New Jersey State Bar Association. Practice Areas: Pharmaceutical Drug Injury, Medical Device Liability, Mass Tort Litigation. Asa R. Danes Position: Associate. Admitted: New York State, 2004; United States District Courts for the Eastern and Southern Districts of New York, 2006 and Western District of Tennessee, 2009. Education: Oberlin College (B.A., 1994); Brooklyn Law School (J.D.,cum laude, 2001). Honors: Notes and Comments Editor, Brooklyn Journal ofInternational Law. Experience: Associate at Paul, Hastings, Janofsky &Walker LLP; Law Clerk to the Honorable James T. Trimble, Jr. in the United States District Court for the Western District of Louisiana. Practice Areas: Complex personal injury matters; mass tort, consumer fraud and securities class actions; shareholder derivative and corporate governance disputes and other commercial litigation. Michael C. Hughes SEEGERWEISSw~ Position: Associate. Admitted: New Jersey, 2013; U.S. District Court, District of New Jersey, 2013, New York, 2014. Education: Seton Hall University (B.A., 2009); Seton Hall University School of Law (J.D., 2013). Experience: Law Clerk and Contract Attorney at Seeger Weiss, LLP; Legal Extern to Hoboken Mayor Dawn Zimmer and Office of Corporation Counsel; Legal Intern at Meadowlands Hospital Medical Center In-House Counsel; Law Clerk at Blume Donnelly Fried Forte Zerres & Molinari (formerly Blume Goldfaden Berkowitz Donnelly Fried &Forte, P.C.) Honors: Certificate, J.D. Program Health Law Concentration Practice Areas: Pharmaceutical Injury Litigation, Medical Device Litigation, Mass Tort Litigation. James J. Leary Position: Associate. Admitted: New Jersey, 2008; U.S. District Court, District of New Jersey,2008. Education: University of Phoenix (B.A., 2005, with honors 3.89/4.00); Seton Hall University School of Law (J.D., 2008). Honors: Interscholastic Moot Court Board, Member; 2008 Leflcowitz National Moot Court Championships, 3`d Place; 2008 Leflcowitz National Moot Court Eastern Regional Champion & Best Brief Award; 2007 BMI Entertainment and Media Law Moot Court Competition, Quarterfinalist. Practice Areas: Mass Torts and Pharmaceutical Product Liability Litigation. Perpetua N. MgBada Position: Associate. Admitted: New York, 1995; Nigeria 1984. Education: University of Maiduguri, Bornu State (LL.B., 1983); University of Nigeria, Enugu State (LL.M., 1998). Experience: Works on various Mass Torts and Pharmaceutical Product Liability cases, including information management, maintaining spreadsheets, case reviews, all intake related functions, reviewing medical records, preparing settlement enrollment materials, reviewing cases for ineligibility and points, preparing appeals, preparing extraordinary injury claims and uploading relevant documents to the portal, as well as handling client contact. Practice Areas: Mass Torts and Pharmaceutical Product Liability. e-_SEEGERWEISS~• WV:~.,~ ,, 38 Andrea Mercedes Pi-Sunyer Position: Associate. Admitted: New York, 1996. Education: Oberlin College (B.A., 1987); Northeastern University School of Law (J.D., 1994). Experience: Processes settlements obtained in the firm's pharmaceutical injury practice; Has worked with hundreds of clients in this process and has guided them through complex issues, including helping them decide whether a structured settlement or a Special Needs Trust is most appropriate for their needs; Has significant experience negotiating with Medicare and Medicaid when clients have obtained relief in pharmaceutical injury cases and works extensively with co-counsel in states throughout the country to obtain court approval for certain settlements involving minors, estates, or guardianships; Has more than one hundred hours of training and practicum in both Basic Mediation Training and Divorce Mediation. Practice Areas: Pharmaceutical Injury Litigation, focusing on settlement effectuation matters involving the Firm's clients. Swarna Ramakrishnan Position: Associate. Admitted: New Jersey, 2013, New York, 2013 Education: State University of New York at Albany (B.A., 2009, with honors), Albany Law School (J.D., 2013) Experience: Legal intern at the New York State Office of Cyber Security and Critical Infrastructure (2010-2011); Summer law clerk at King and Petracca (2011); Research Assistant to Professor James Thuo Gathii (2011) Law Intern at Albany Law Clinic &Justice Center Health Law Clinic (2011); Law Clerk at Carter Conboy P.C.(2012-2013). Member: New York State Bar Association, New Jersey State Bar Association. Practice Areas: Pharmaceutical and Medical Device Mass Tort Litigation. Denise K. Stewart Position: Associate. Admitted: Florida, 1982 (currently inactive); New Jersey, 1990; U.S. District Court for the District of New Jersey, 1990. Education: Monmouth University (B.A., 1972); University of Miami School of Law (J.D., 1982). Experience: Prior to joining the Firm at its inception in 1999, litigated personal injury and professional malpractice cases in Florida. Has been involved in state and federal complex mass tort and multidistrict litigation, including New Jersey litigation against HoffinanrrLa Roche relating to gastrointestinal injuries stemming from use of the prescription acne drug Accutane; New Jersey litigation against OrthaMcNeil Pharmaceutical involving strokes, deep vein thromboses, and other thrombotic events related to use of the birth control patch SEEGERWEISS~.~.~~ ~~:,,~:..,~ „ :,. ,,. ..u.,~ .... ,~ 39 Ortho Evra; and a nationwide settlement involving individuals who suffered strokes caused by use of over-the-counter products containing PPA. Practice Areas: Pharmaceutical Product Liability Litigation. David R. Tawil Position: Associate. Admitted: New Jersey, 2014. Education: New York University (B.A. History, 2007); Tulane University (J.D., 2012). Honors: Senior Notes and Comments Editor, Tulane Journal of International and Comparative Law; Associate Justice, Tulane University Law School's Moot Court Board. Author: Kiobel v. Royal Dutch Petroleum Co.: The Second Circuit Rejects Corporate Liability Under the Alien Tort Statute(19 Tul. J. Int'1 &Comp. L. 709) and Implications ofPLIVA, Inc. v. Mensing: The Reemergence ofFederal Preemption (unpublished). Experience: Law clerk to the Honorable Jessica R. Mayer, J.S.C., one of New Jersey's three Multicounty Litigation judges; certified trained mediator by the New Jersey Courts. Member: John C. Lifland American Inn of Court. Practice Areas: Drug and Medical Devices. Sw SEEGERWEISS~ rouvi ii+ic~noN.ciuv~~ i su[t WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN LAW CORPORATION Marvin Gelfand(SBN 53586) 2 [email protected] 10250 Constellation Blvd., Suite 2900 3 Los Angeles, CA 90067 Telephone: (310) 858-7888 4 Fax: (310) 550-7191 5 Attorneysfor Plaintiffand Cross Defendant Bottlebrush Investments, L.P. and Leghorn 6 Investments, Ltd. 7 MILBERG LLP SEEGER WEISS LLP BARRY WEPRIN (pro hac vice) STEPHEN A. WEISS (pro hac vice) [email protected] [email protected] One Pennsylvania Plaza, 50th Floor CHRISTOPHER M. VAN de KIEFT (pro hac vice) 9 New York, NY 10119 [email protected] Telephone:(212) 594-5300 One William Street 10 Fax: (212) 868-1229 New York, NY 10004 Telephone: (212) 584-0700 11 MILBERG LLP Fax: (212) 584-0799 2850 Ocean Park Blvd. Suite 300 12 Santa Monica, CA 90405 Telephone:(213) 617-1200 13 Fax: (212)868-1229 Attorneysfor Plaintiffs Douglas Hall and 14 Steven Heimoff 15 SUPERIOR COURT OF THE STATE OF CALIFORNIA 16 COUNTY OF LOS ANGELES, CENTRAL DISTRICT 17 BOTTLEBRUSH INVESTMENTS, L.P., CASE No. BC 407967 18 a California limited partnership, Assigned for All Purposes to the Honorable 19 Plaintiff, Elizabeth Allen White, Department 48 20 v. Complaint Date: February 8, 2009 21 THE LAMBETH COMPANY, a California limited partnership, et al., 22 [PROPOSED] FINAL SETTLEMENT Defendants. APPROVAL ORDER AND FINAL 23 JUDGMENT CONSOLIDATED WITH: 24 CASE NO.: BC 408661 LEGHORN INVESTMENTS, LTD., a 25 California limited partnership, [Related to Case Nos. BC 409658, BC 26 Plaintiff, 413821, BC 413820 BC 422257 and BC 456932] 27 v. 28 {00063405.DOCX;} [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 BRIGHTON INVESTMENTS, LTD., a March 1, 2017 2 California limited partnership, et al, Time: 8:30 a.m. Department: 48 3 Defendants. 4 AND RELATED CROSS-ACTIONS 5 DOUGLAS HALL, as Co-Trustee of the 6 VIVIAN H. HALL IRA and Derivatively on Behalf of CRESCENT SECURITIES, ~ Plaintiff, g v. 9 PAMELA CHAIS as executor of the estate of STANLEY CHAIS, et al. 10 Defendants, 11 and 12 THE POPHAM COMPANY, 13 First Nominal Defendant, 14 and 15 ~~'OMA SECURITIES, 16 1 ~ Second Nominal Defendant. 1 g Consolidated with STEVEN HEIMOFF, as Trustee of the 19 STEVEN HEIMOFF IRA and 20 Derivatively on behalf of MARLOMA SECURITIES, 21 Plaintiff, 22 v. 23 PAMELA CHAIS as executor of the estate of STANLEY CHAIS, et al, 24 Defendants, 25 and 26 THE POPHAM COMPANY, 27 First Nominal Defendant, 2g {00063405. DOCX; } [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 and 2 MARLOMA SECURITIES, 3 Second Nominal Defendant. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 {00063405.DOCX;} [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 On November 29, 2016, the Court entered an Order granting preliminary approval of the 2 Parties' settlement agreement dated October 19, 2016 (the "CA Settlement Agreement") and the 3 proposed form and method of providing notice of settlement (the "Notice of Settlement") to the 4 Limited Partnersl of the California Limited Partnerships and Sub-Partnerships, and the partners 5 of any partnership (in addition to the Sub-Partnerships) that was a limited partner of the 6 California Limited Partnerships, whose rights are affected by the above-captioned consolidated 7 cases and the Settlement Agreement (the "California Preliminary Approval Order"). The 8 California Preliminary Approval Order also set a date for a final Settlement Hearing before the 9 Court to determine whether the CA Settlement Agreement should be approved as fair, 10 reasonable, adequate and in the best interests of the California Limited Partneships and the Sub- 11 Partnerships. On January 20, 2017, pursuant to California Rules of Court, rule 3.1382 and in 12 accordance with the CA Settlement Agreement, Plaintiffs filed a motion for (i) final approval of 13 the proposed settlement of the California Private Actions (the "Final Approval Motion"), (ii) the 14 judicial dissolutions, winddown and termination of existence for all purposes of the California 15 Limited Partnerships in accordance with California law, (iii) the dismissal with prejudice of the 16 California Private Actions; (iv) an award of attorneys' fees and expenses to Plaintiffs' counsel; 17 and (v) an application for incentive awards to Individual Plaintiffs Douglas Hall, Steven 18 Heimoff, Pearl Gardner, and Robert Glusman for their efforts in prosecuting, and expenses 19 incurred in connection with, the California Private Actions (the "Incentive Award Application"). 20 Upon consideration of the Motion for Final Approval and Attorneys' Fees and Expenses, 21 ~ and memorandum in support thereof, [the objections to the CA Settlement Agreement submitted 22~ by ~, and the presentations at the Settlement Hearing held before 23 this Court on IT IS HEREBY ORDERED, ADJUDGED, AND 24 DECREED: 25 1. The Court hereby enters this ORDER AND FINAL JUDGMENT (the "Calfornia 26 ~ Unless expressly defined in this Order and Final Judgment, all capitalized terms shall have the meanings 27 assigned to them in the CA Settlement Agreement and incorporated herein by reference. 28 [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 Private Actions Approval Order") as set forth herein and pursuant to the terms and 2 conditions of the CA Settlement Agreement attached as Exhibit 1 to the Final 3 Approval Motion, which are incorporated by reference. 4 2. This Court has jurisdiction over the subject matter of the California Private Actions 5 and the Parties thereto. 6 3. For the reasons stated by the Court on the record at the Settlement Hearing [AND/OR 7 set forth in the Memorandum Opinion and Order Granting the Final Approval Motion 8 issued on ~, the Final Approval Motion is GRANTED. After 9 considering, among other things, (i) the substantial discovery conducted by the 10 Plaintiffs' counsel, which allows Plaintiffs' counsel and the Court to act on an 11 informed basis, (ii) the difficult substantive issues presented by Plaintiffs' claims,(iii) 12 the complexity, likely long duration, and substantial risks associated with the 13 prosecution of the Plaintiffs' claims to finality, (iv) the finite resources available for 14 settlement and the substantial competing claims on those resources asserted by other 15 persons, including the Securities Investor Protection Corporation and the Attorney 16 General of the State of California, (v) the protracted and hard-fought settlement 17 process initiated at the direction of the United States Bankruptcy Court for the 18 Southern District of New York,(vi) the experience and skill of Plaintiffs' counsel in 19 similar litigation, and (vii) the absence of substantial opposition among the Limited 20 Partners or the partners of any partnership (in addition to the Sub-Partnerships) that 21 was a limited partner of the California Limited Partnership, the Court finds that the 22 CA Settlement Agreement is fair, reasonable, adequate, and in the best interests of 23 Plaintiffs, the California Limited Partnerships, and the Sub-Partnerships, and all 24 direct and indirect limited partners of the California Limited Partnerships, the Sub- 25 Partnerships, and any partnership (in addition to the Sub-Partnerships) that was a 26 limited partner of the California Limited Partnerships. 27 4. All objections to the CA Settlement Agreement are overruled. 28 {00063405.DOCX; } 2 [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 5. The Attorney Fees Motion and Incentive Award Applications are also GRANTED. 2 Plaintiffs' counsel shall be awarded $ for attorneys' fees and 3 reimbursement of litigation expenses incurred in the prosecution of the California 4 Private Actions. Individual Plaintiffs Douglas Hall, Steven Heimoff, Pearl Gardner, 5 and Robert Glusman shall be awarded incentive payments in the amount of $ O per person as compensation for their efforts in prosecuting the California Private 7 Actions and for their reasonable expenses. 8 6. The California Private Actions and all claims, including any counterclaims, asserted 9 by or against any of the Settling Parties therein, are hereby dismissed with prejudice 10 as set forth in the CA Settlement Agreement. 11 7. For the reasons provided in the California Preliminary Approval Order, the Court 12 finds that the form, content, and manner of giving notice of the CA Settlement 13 Agreement constituted the best notice practicable under the circumstances and 14 constituted valid, due, and sufficient notice to the Limited Partners and the partners of 15 any partnership (in addition to the Sub-Partnerships) that was a limited partner of the 16 California Limited Partnerships. The Notice of Settlement fully complied with the 17 requirements of California Code of Civil Procedure section 382, California Rules of 18 Court, rule 3.1385, the United States and California Constitutions, and any other 19 applicable law. 20 8. The California Limited Partnerships shall be judicially dissolved and terminated of 21 existence for all purposes in accordance with California law without further act or 22 conduct by any party including, without limitation, the filing of State of California 23 Secretary of State Limited Partnership Certificate of Cancellation. [OR: Pursuant to 24 Section 3(c) of the CA Settlement Agreement, Jeffrey I. Golden, Esq. of Lobel 25 Weiland Golden Friedman LLP is hereby designated as the person authorized to wrap 26 up the affairs of each of the California Limited Partnerships (the "Designee"). In 27 connection therewith, the Designee is directed to file immediately with the Secretary 2g II {00063405.DOCX;} 3 [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 of State of the State of California (the "Secretary"), for each of the California Limited 2 Partnerships, Form LP-2 ("Amendment to Certificate of Limited Partnership") 3 indicating Designee's appointment as such in Item 7(b) of the Form LP-2. Promptly 4 after the filing of Form LP-2 for each of the California limited Partnerships, the 5 Designee is further directed to file for each of the California Limited Partnerships a 6 Form LP-4/7 ("Limited Partnership Certificate of Cancellation"). The Court further 7 finds that the filing of the Forms LP-4/7 is proper under California law and that (i) 8 each of the California Limited Partnerships has no assets or other property to 9 distribute, and (ii) with the settlement of the Adversary Proceeding2 and the 10 California Private Actions, and the dismissal in connection therewith of the 11 counterclaims asserted by the California Limited Partnerships, each of the California 12 Limited Partnerships will not be a party to any known civil, criminal or administrative 13 action or proceeding, and the California Limited Partnerships will have no known 14 debts or obligations. The Designee shall be paid a retainer fee of Twenty-Five 15 Thousand Dollars ($25,000) for winddown services provided under the CA 16 Settlement Agreement. In connection with performing the windown services, the 17 Designee shall not be liable to the Parties or the Trustee, or any party asserting a 18 claim on behalf of any of the Parties or the Trustee, except for direct damages that are 19 a direct result of the Designee's gross negligence, bad faith, self-dealing or intentional 20 misconduct. The Designee's aggregate liability, whether in tort, contract, or 21 otherwise, shall be limited to the total amount of fees paid to the Designee.] 22 9. Any person or entity in possession of any books or records of the California Limited 23 Partnerships is required to maintain all of such books and/or records until the earlier 24 25 2 The Adversary Proceeding is a proceeding commenced by the Bankruptcy Trustee against the Stanley Chais Defendants and the Chais Related Defendants in the United 26 States Bankrutpcy Court for the Southern District of New York under the caption Picard v. Stanley Chaffs, et al., Adv. Pro. No. 09- 27 01172(SMB). 28 4 [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 to occur of (x) the date on which the process that is contemplated and to be 2 administered under the terms of the AG Settlement Agreement, through which the 3 investors in the California Limited Partnerships are to be compensated, is complete 4 and (y) the date which is two years after entry of this Order, after which any person or 5 entity then in possession of such books and/or records may maintain or destroy any or 6 all of such books and/or records in their sole and absolute discretion without any 7 liability to any third party arising from their exercise of such discretion. 8 Notwithstanding the foregoing provisions of this Paragraph 9, any of the Defendants 9 and any of their respective attorneys, accountants, agents and representatives who has 10 effected a Records Turnover shall be excused thereafter from any obligation to 11 maintain any books and/or records or search for any information of or in any way 12 relating to the California Limited Partnerships and shall have no liability to any third 13 party in connection therewith. 14 10. Upon the occurrence of the California Private Actions Settlement Effective Date (the 15 "CPAS Effective Dte"), as defined in Section 2 of the CA Settlement Agreement, 16 consistent with the provisions of the CA Settlement Agreement governing the timing 17 for performance, the parties are directed to perform their respective obligations under 18 the CA Settlement Agreement, in accordance with its terms (including, but not 19 limited to, the provisions governing monetary payments in Section 4 of the CA 20 Settlement Agreement) and consistent with all additional parameters set forth in this 21 California Private Actions Approval Order and any other subsequent orders of the 22 Court. 23 11. The Court finds that the scope of the release provisions set forth in Sections 7, 8, and 24 9 of the Settlement Agreement is valid and appropriate under the terms of the CA 25 Settlement Agreement. Accordingly, upon the CPAS Effective Date, the Plaintiffs, 26 on behalf of all Plaintiff Group Members, the Defendants, and the Trust ee shall be 27~ deemed to have fully, finally, and forever released, relinquished, and discharged the 28 {00063405 5 [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 Released Claims against the Released Parties, as these terms are defined in the CA 2 Settlement Agreement and or the conditions set forth in the CA Settlement 3 Agreement. 4 12. As of the CPAS Effective Date, the Plaintiff Group members (as defined in Section 5 7(a) of the Settlement Agreement) are hereby permanently stayed, restrained and 6 enjoined from taking, any of the following actions at law or in equity in connection 7 with any Plaintiffs Released Claims, whether directly, derivatively or in any other 8 manner: (i) commencing, conducting or continuing in any manner any action or 9 proceeding of any kind (including any action or proceeding in a judicial, arbitral, 10 administrative or other forum, whether domestic or foreign) against any Chais 11 Releasee or any Relevant Third Party Releasee, any direct or indirect successor in 12 interest to any Chais Releasee or any Relevant third Party Releasee, or any immediate 13 or mediate, direct or indirect transferee of any Chais Releaseee or any Relevant Third 14 Party Releasee, or against the property of any of the foregoing; (ii) enforcing, levying, 15 attaching (including pre-judgment attachment), collecting or otherwise recovering, by 16 any manner or means, any judgment, award or decree against any Chais Releasee or 17 any Relevant Third Party Releasee, any direct or indirect successor in interest to any 18~ Chais Releasee or'any Relevant Third Party Releasee, or any immediate or mediate, 19 direct or indirect transferee of any Chais Releasee or any Relevant Third Party 20 Releasee, or against the property of any of the foregoing; (iii) creating, perfecting or 21 otherwise enforcing in any manner, directly or indirectly, any lien against any Chais 22 Releasee or any Relevant Third Party Releasee, any direct or indirect successor in 23 interest to any Chais Releasee or any Relevant Third Party Releasee , or against the 24 property of any of the foregoing; or (iv) asserting any setoff, right of subrogation or 25 recoupment of any kind, directly or indirectly, against any Chais Releasee or any 26 Relevant Third Party Releaseee, any direct or indirect successor in interest to any 27 Chais Releasee or any Relevant Third Party Releasee, or any immediate or mediate, 28 {00063405.DOCX;} () (PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 direct or indirect transferree of any Chais Releasee or any Relevant Third Party 2 Releasee. The Plaintiffs' Released Claims do not include any claim by the Plaintiff 3 Group Members: (i) filed with the "Madoff Victim Fund" being administered by 4 Richard C. Breeden pursuant to his appointment as Special Master for the U.S. 5 Department of Justice, or (ii) to enforce the rights of the Plaintiff Group Members 6 under the terms of the Restitution Fund. Notwithstanding that the provisions in this 7 paragraph 12 shall not be effective until the CPAS Effective Date, the Plaintiff Group 8 Members shall take no action whatsoever on or after the Execution Date that would 9 be a violation of this paragraph 12 and corresponding Subsection 7(b) of the 10 Settlement Agreement if it were to occur after the CPAS Efffective Date, unless an 11 event resulting in a Rejection Date (as that term is defined in the Settlement 12 Agreement) occurs. 13 13. A copy of this California Private Actions Approval Order shall be posted on 14 Plaintiffs' counsels' respective firm websites: www.weintraub.com and 15 www.milber~ within 5 business days of the service of this Order and Final 16 Judgment and shall remain posted there for a period of at least 180 days after the 17 CPAS Effective Date. 18 14. Except to the extent the United States Bankruptcy Court for the Southern District of 19 New York (the "Bankruptcy Court") cannot or declines to retain jurisdiction, the 20 Bankruptcy Court shall retain and have non-exclusive jurisdiction over any action to 21 enforce the CA Settlement Agreement, or any provision thereof. In the event the 22 Bankruptcy Court cannot or declines to retain or exercise jurisdiction, no Party or 23 Limited Party shall bring, institute, prosecute or maintain any action to enforce, 24 modify, terminate, void, or interpret the CA Settlement Agreement, or any provision 25 thereof, in any court other than this Court. In any action commenced in another court 26 by a third party to enforce, modify, terminate, void or interpret the CA Settlement 27 Agreement, the Parties and Limited Party shall seek to stay such action and transfer 28 {00063405.DOCX;} 7 [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT 1 the action first to the Bankruptcy Court; provided, however, in the event the 2 Bankruptcy Court cannot or declines to retain or exercise jurisdiction, the Parties and 3 the Limited Party shall seek transfer to this Court. 4 IT IS SO ORDERED AND ADJUDGED. 5 6 Dated: 7 Hon. Elizabeth A. White 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 {00063405.DOCX;} $ [PROPOSED[ FINAL SETTLEMENT APPROVAL ORDER AND FINAL JUDGMENT SERVICE LIST Jerry L. Marks Attorneys for Defendant Pamela Chais, as 2 Milbank Tweed, Hadley &McCloy LLP executor to the estate of Stanley Chais, 601 S. Figueroa Street, 30 Floor Pamela Chais, personally,Appleby 3 Los Angeles, CA 90017 Productions, Ltd, Appleby Productions, Ltd Tel: 213.892.4000 Defined Contribution Plan, Appleby 4 Fax: 213.629.5063 Productions, Ltd Money Purchase Plan, jmarks(a~milbank.com Appleby Productions, Ltd. Profit Sharing 5 Plan and 1991 Chais Family Trust 6 Michael L. Hirschfeld Attorneys for Defendant Pamela Chais, as Andrea G. Hood executor to the estate of Stanley Chais, 7 Milbank Tweed, Hadley & McCloy LLP Pamela Chais, personally,Appleby One Chase Manhattan Plaza Productions, Ltd, Appleby Productions, Ltd 8 New York, NY 10005 Defined Contribution Plan, Appleby Tel: 212.530.5000 Productions, Ltd Money Purchase Plan, 9 Fad, 212.530.5210 Appleby Productions, Ltd Profit Sharing mhirschfeld(a~milbank.com Plan and 1991 Chais Family Trust 10 ahood(a,milbank.com 11 Steven Jay Katzman Attorneys for Defendants The Chais- Anthony Bisconti Related Entities 12 Bienert Miller &Katzman,PLC 903 Calle Amanecer, Suite 350 13 San Clemento, CA 92673 Tel: 949.369.3700 14 Fax: 949.369.3701 skatzman~a~,bmkattorne, s 15 tbisconti~a~,bmkattorne. s 16 Andrew H. Sherman Attorneys for Defendants The Chais- Sills Cummins &Gross LLP Related Entities 17 The Legal Center One Riverfront Plaza 18 Newark, New Jersey 07102 Tel: 973.643.7000 19 Fax: 973.643.6500 asherman(a,sillscummins.com 20 William K. Mills Attorneys for Defendants Brighton 21 Theodore Frank Investments, The Popham Company, and Justin D. Denlinger the Lambeth Company 22 Parker Mills LLP 801 South Figueroa Street, Suite 1200 23 Los Angeles, CA 90017 Tel: 213.622.4441 24 Fax: 213.622.1444 mills smlaw ers.com 25 frank ~smlawyers.com denlinger(a~smlawvers.com 26 Allan E. Ceran Attorneys for Defendants Francis X. 27 Burke Williams &Sorensen LLP Mantovani and Halpern & Mantovani 444 South Flower Street 28 Los Angeles, CA 90071 Tel: 213.236.0600 aceran~a~,bwslaw.com {00063235.DOCX; } Proof of Service Barry Weprin Attorneys for Plaintiffs Douglas Hall and Leigh Smith Steven Heimoff Milberg LLP 2 One Pennsylvania Plaza New York, NY 10119 3 Tel: 212.594.5300 Fax: 212.868.1229 4 bweprin(a~milber. lsmith(a~milber~ com 5 Seeger Weiss LLP Attorneys for Plaintiffs Douglas Hall and 6 Stephen A. Weiss Steven Heimoff Christopher M. Van de Kieft 7 Seeger Weiss, LLP One William Street 8 New York, NY 10004 Tel: 212.584.0700 9 sweiss see erweiss.com cvande ieft ,see~erweiss.com 10 Monte S. Gordon Attorneys for Plaintiff Helen Epstein Living 11 Attorney at Law Trust 11355 West Olympic Boulevard 12 Suite 300 Los Angeles, CA 90064 13 Tel: 310.914.9500 msg~,~ordonlawoffice.net 14 Frances T. Grunder Attorneys for Plaintiff, The People of the 15 Kathrin Sears State of California Alexandra Robert Gordon 16 Deputy Attorney General 455 Golden Gate Avenue, Suite 11000 17 San Francisco, CA 94102 Tel: 415.703.5500 18 Fax: 415.703.5480 alexandra.robert o~rdon(a~doj.ca•g~ 19 Martin R. Cramer Attorneys for Plaintiff 20 623 Maitland Avenue Teaneck, NJ 07666 21 martcramer(a~gmai 1. com 22 Marvin Gelfand Attorneys for Plaintiff and Cross-Defendant Weintraub Tobin Chediak Coleman Grodin Bottlebrush Investments, L.P. 23 10250 Constellation Blvd., Suite 2900 Los Angeles, CA 90067 24 Tel: 310.858.7888 Fax: 310.550.7191 25 m elfand(a~weintraub.com 26 27 28 {00063235. DOCX; } Proof of Service