Case: 4:16-cv-01346-JAR Doc. #: 99-6 Filed: 03/19/19 Page: 1 of 51 PageID #: 2400 UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI EASTERN DIVISION VALESKA SCHULTZ, et al., Plaintiffs, Case No. 4:15-cv-01346 JAR v. EDWARD D. JONES, & Co., L.P., et al., Defendants. DECLARATION OF MARK K. GYANDOH IN SUPPORT OF PLAINTIFFS’ MOTION FOR AWARD OF ATTORNEYS’ FEES, REIMBURSEMENT OF EXPENSES, AND FOR PLAINTIFFS’ CASE CONTRIBUTION AWARDS I, Mark K. Gyandoh, declare as follows: 1. I, Mark K. Gyandoh, am counsel at Kessler Topaz Meltzer & Check, LLP (“KTMC”). My firm is counsel for Valeska Schultz and Melanie Waugh, who are Named Plaintiffs with Rosalind Staley. 2. I have personal knowledge of the matters set forth herein and if called to do so, I could and would testify competently thereto. I submit this Fee Declaration in support of Plaintiffs’ request for an award of attorneys’ fees and reimbursement of expenses. 3. KTMC has a nationwide reputation for excellence and is able to manage all aspects of complex class action litigation with particular expertise in ERISA and securities litigation. Acknowledging the firm’s history and track record of impressive results, courts across the country have not hesitated to appoint KTMC as class counsel in ERISA breach of fiduciary class actions, including those alleging excessive fees in retirement plans. See, e.g., Larson et al. v. Allina Health System, et al., No. 17-3835, ECF 21 (D. Minn. Oct. 26, 2017) (appointing KTMC interim class 1 Case: 4:16-cv-01346-JAR Doc. #: 99-6 Filed: 03/19/19 Page: 2 of 51 PageID #: 2401 counsel along with Bailey Glasser LLP, and Izard Kindall & Raabe, L.L.P.) In addition to its extensive litigation experience, KTMC has successfully engaged in extensive, intricate, and successful settlement negotiations and mediations involving complex legal and factual issues. A more complete description of my firm’s experience is included in the Firm Resume, attached as Exhibit 1 to this Declaration. 4. The information in this declaration regarding my firm’s time and expenses is taken from contemporaneous time and expense printouts prepared and maintained by my firm in the ordinary course of business. I reviewed these printouts to confirm both the accuracy of the entries on the printouts as well as the necessity for and reasonableness of the time and expenses committed to the litigation. Based on these reviews, I believe that the time reflected in my firm’s lodestar calculation and the expenses for which payment is sought are reasonable in amount and were necessary for the effective and efficient prosecution and resolution of the litigation. In addition, I believe that the expenses are all of a type that would normally be charged to a fee-paying client in the private legal marketplace. 5. The total number of hours spent on this litigation by my firm through February 20, 2019, is 368.10. The total lodestar amount for attorney and professional staff time based on the firm’s current rates is $175,882.50. The hourly rates shown below are the usual and customary rates set by the firm for each individual. A breakdown of the lodestar is as follows: Attorney Rate Hours Current Lodestar Ciolko, Edward (P) $750.00 6.75 $5,062.50 Gertner, Abigail J. (S) $385.00 89.20 $34,342.00 Gyandoh, Mark (C) $690.00 36.60 $25,254.00 Maro, James (P) $820.00 36.50 $29,930.00 Prifti, Ardit (A) $400.00 127.50 $51,000.00 Siebert-Johnson, Julie (A) $500.00 32.40 $16,200.00 Topaz, Marc (P) $920.00 5.75 $5,290.00 Attorney Totals: 334.70 $167,078.50 2 Case: 4:16-cv-01346-JAR Doc. #: 99-6 Filed: 03/19/19 Page: 3 of 51 PageID #: 2402 Paralegal Russo, Lacey $260.00 25.40 $6,604.00 Paralegal Totals: 25.40 $6,604.00 Investigators Marshall, Kate $275.00 8.00 $2,200.00 Investigators Totals: 8.00 $2,200.00 TOTALS: 368.10 $175,882.50 A = Associate C = Counsel P = Partner S = Staff Attorney 6. My firm seeks an award of $3,147.14 in expenses in connection with the prosecution of the litigation through February 21, 2019. They are broken down as follows: EXPENSE DESCRIPTION FINAL Filing Fees $791.00 Meals, Hotels & Transportation $1,860.87 Messenger, Postage & Overnight Mail $156.46 Photocopying (in-house) (360 @ 10¢) $36.00 Teleconferences $86.00 Research $216.81 TOTAL EXPENSES: $3,147.14 7. The expenses pertaining to this case are reflected in the books and records of this firm. These books and records are prepared from receipts, expense vouchers, check records and other documents and are an accurate record of the expenses. 8. My firm has also been the primary point of contact for Plaintiffs Schultz and Waugh. Both Plaintiffs stepped forward at a critical time of the litigation process and pursued the Settlement Class’s interests by filing suit in November 2016 on behalf of the members of the Settlement Class and on behalf of the Plan, undertaking the responsibilities attendant with serving as a named plaintiff. 3 Case: 4:16-cv-01346-JAR Doc. #: 99-6 Filed: 03/19/19 Page: 4 of 51 PageID #: 2403 9. Specifically, both Plaintiffs Schultz and Waugh searched their files for relevant records, obtained copies of documents concerning the Plan and provided information to counsel to assist in the preparation and initiation of this case. Additionally, Plaintiffs Schultz and Waugh responded to Defendants’ first request for documents by spending additional time searching their files for responsive records. Both Plaintiffs communicated regularly with the undersigned via email and telephone calls as this case progressed. During the course of this litigation, I provided Plaintiffs Schultz and Waugh with all material filings and related documents for their review, and regular correspondence describing the progress in the case. They were also consulted and provided input for strategic decisions, including approval of the Settlement terms. In short, Plaintiffs Schultz and Waugh were extremely active in the case, and devoted a substantial amount of time and energy in assisting in the successful prosecution of this litigation. In all, I estimate that Plaintiffs Schultz and Waugh have each spent at least 25-35 hours of time to date on this litigation. I declare under penalty of perjury that the foregoing is true and correct. Executed this 18th day of March, in Radnor, Pennsylvania. __________________ Mark K. Gyandoh 4 Case: 4:16-cv-01346-JAR Doc. #: 99-6 Filed: 03/19/19 Page: 5 of 51 PageID #: 2404 EXHIBIT 1 Case: 4:16-cv-01346-JAR Doc. #: 99-6 Filed: 03/19/19 Page: 6 of 51 PageID #: 2405 280 King of Prussia Road, Radnor, Pennsylvania 19087 • 610-667-7706 • Fax: 610-667-7056 • [email protected] One Sansome Street, Suite 1850, San Francisco, CA 94104 • 415-400-3000 • Fax: 415-400-3001 • [email protected] www.ktmc.com FIRM PROFILE Since 1987, Kessler Topaz Meltzer & Check, LLP has specialized in the prosecution of securities class actions and has grown into one of the largest and most successful shareholder litigation firms in the field. With offices in Radnor, Pennsylvania and San Francisco, California, the Firm is comprised of 94 attorneys as well as an experienced support staff consisting of over 80 paralegals, in-house investigators, legal clerks and other personnel. With a large and sophisticated client base (numbering over 180 institutional investors from around the world -- including public and Taft-Hartley pension funds, mutual fund managers, investment advisors, insurance companies, hedge funds and other large investors), Kessler Topaz has developed an international reputation for excellence and has extensive experience prosecuting securities fraud actions. For the past several years, the National Law Journal has recognized Kessler Topaz as one of the top securities class action law firms in the country. In addition, the Legal Intelligencer recently awarded Kessler Topaz with its Class Action Litigation Firm of The Year award. Lastly, Kessler Topaz and several of its attorneys are regularly recognized by Legal500 and Benchmark: Plaintiffs as leaders in our field. Kessler Topaz is serving or has served as lead or co-lead counsel in many of the largest and most significant securities class actions pending in the United States, including actions against: Bank of America, Duke Energy, Lehman Brothers, Hewlett Packard, Johnson & Johnson, JPMorgan Chase, Morgan Stanley and MGM Mirage, among others. As demonstrated by the magnitude of these high-profile cases, we take seriously our role in advising clients to seek lead plaintiff appointment in cases, paying special attention to the factual elements of the fraud, the size of losses and damages, and whether there are viable sources of recovery. Kessler Topaz has recovered billions of dollars in the course of representing defrauded shareholders from around the world and takes pride in the reputation we have earned for our dedication to our clients. Kessler Topaz devotes significant time to developing relationships with its clients in a manner that enables the Firm to understand the types of cases they will be interested in pursuing and their expectations. Further, the Firm is committed to pursuing meaningful corporate governance reforms in cases where we suspect that systemic problems within a company could lead to recurring litigation and where such changes also have the possibility to increase the value of the underlying company. The Firm is poised to continue protecting rights worldwide. Case: 4:16-cv-01346-JAR Doc. #: 99-6 Filed: 03/19/19 Page: 7 of 51 PageID #: 2406 NOTEWORTHY ACHIEVEMENTS During the Firm’s successful history, Kessler Topaz has recovered billions of dollars for defrauded stockholders and consumers.