Case 3:14-cv-03264-JD Document 2480-2 Filed 11/15/19 Page 1 of 495 EXHIBIT A Case 3:14-cv-03264-JD Document 2480-2 Filed 11/15/19 Page 2 of 495 1 Joseph W. Cotchett (State Bar No. 36324) Adam J. Zapala (State Bar No. 245748) 2 Elizabeth T. Castillo (State Bar No. 280502) COTCHETT PITRE & McCARTHY LLP 3 840 Malcolm Road Burlingame, CA 94010 4 Telephone: (650) 697-6000 Facsimile: (650) 697-0577 5 [email protected] [email protected] 6 [email protected] 7 Lead Counsel for the Indirect Purchaser Plaintiffs 8 UNITED STATES DISTRICT COURT 9 FOR THE NORTHERN DISTRICT OF CALIFORNIA 10 SAN FRANCISCO DIVISION 11 12 IN RE CAPACITORS ANTITRUST MDL No. 3:17-md-02801-JD LITIGATION Case No. 3:14-cv-03264-JD 13 14 THIS DOCUMENT RELATES TO: DECLARATION OF ADAM J. ZAPALA IN SUPPORT OF INDIRECT PURCHASER 15 ALL INDIRECT PURCHASER PLAINTIFFS’ MOTION FOR PLAINTIFF ACTIONS ATTORNEYS’ FEES, EXPENSES, AND 16 SERVICE AWARDS 17 18 19 20 21 22 23 24 25 26 27 28 Declaration of Adam Zapala in Support of Indirect Purchaser Plaintiffs’ Motion for Attorneys’ Fees, Expenses, and Service Awards; MDL No. 3:17-md-02801-JD; Case No. 3:14-cv-03264-JD Case 3:14-cv-03264-JD Document 2480-2 Filed 11/15/19 Page 3 of 495 1 I, Adam J. Zapala, declare as follows: 2 1. I am an attorney duly licensed to practice law in the State of California and admitted 3 to practice in this Court and the courts of the State of California. I am a partner at Cotchett, Pitre & 4 McCarthy, LLP (“CPM”), which is Lead Class Counsel for the Indirect Purchaser Plaintiffs (“Lead 5 Counsel”). I make this Declaration in support of the Indirect Purchaser Plaintiffs’ Motion for 6 Attorneys’ Fees, Expenses, and Service Awards and pursuant to 28 U.S.C. § 1746. The matters 7 described herein are based on my personal knowledge and, if called as a witness, I could and would 8 testify competently thereto. 9 2. The purpose of this Declaration is to summarize (a) the factual and procedural history 10 of the above-captioned action (“Action”), (b) the work performed by Class Counsel, (c) the time 11 expended, (d) the expenses incurred, and (e) the steps undertaken by Lead Counsel to ensure the 12 efficient management of this complex litigation. 13 3. This Court appointed CPM as Lead Counsel in the October 31, 2014 Order Appointing 14 Interim Lead Class Counsel (Case No. 3:14-cv-03264, ECF No. 319).1 Attached hereto as Exhibit 1 15 is my firm’s resume. I have personally overseen the vast majority of the work performed in this Action 16 on behalf of the Indirect Purchaser Plaintiffs (“IPPs”). 17 4. Class Counsel2 have prosecuted this Action solely on a contingent fee basis and have 18 been at risk that they would not receive any compensation for prosecuting the claims against 19 Defendants. While Class Counsel have devoted their time and resources to this matter, they have 20 foregone other legal work for which they would have been compensated. 21 INTRODUCTION AND SUMMARY OF WORK PERFORMED 22 5. During this hard-fought litigation, Lead Counsel have supervised and directed the 23 work performed by Supporting Counsel to ensure that it has been accomplished effectively and 24 efficiently. 25 26 1 All ECF references are to the MDL Docket, Case No. 3:17-md-02801, unless otherwise noted. 2 “Class Counsel” collectively refers to Lead Counsel and Supporting Counsel. Supporting 27 Counsel comprise of the law firms and attorneys that assisted Lead Counsel in the prosecution of this Action. Class Counsel’s declarations and exhibits attesting to the amount of time and expenses 28 incurred are attached hereto as Exhibits 9-17. Declaration of Adam Zapala in Support of Indirect Purchaser Plaintiffs’ Motion for Attorneys’ Fees, Expenses, and Service Awards; MDL No. 3:17-md-02801-JD; Case No. 3:14-cv-03264-JD 1 Case 3:14-cv-03264-JD Document 2480-2 Filed 11/15/19 Page 4 of 495 1 6. As this Court knows well from the nearly 2,500 docket entries in Case No. 3:14-cv- 2 03264, every aspect of this Action has been vigorously contested by some of the most sophisticated 3 defense counsel in the country. 4 7. To date, Class Counsel have performed the following work: 5 • Conducted an initial investigation of the Action to develop the theories of liability and the facts that formed the basis of the allegations against Defendants. This research 6 included a review of publicly available information regarding the capacitor industry and consultation with industry experts and economists; 7 • Organized and attended several proffer sessions with the leniency applicant pursuant 8 to the Antitrust Criminal Penalty Enhancement and Reform Act (ACPERA) to obtain cooperation and learn additional liability, class certification, and damages information 9 relevant to the Action and Defendants; 10 • Drafted and extensively researched five comprehensive consolidated amended complaints detailing Defendants’ violations of the antitrust laws, which were initially 11 submitted under seal and later filed in the public record (Case No. 3:14-cv-03264, ECF Nos. 345-3 (400), 741 (1160), 1057, 1112 (1588), and 1466 (1589)); 12 • Conducted exhaustive legal research and prevailed on Defendants’ multiple rounds of 13 motions to dismiss and multiple rounds of motions for summary judgment based on the Foreign Trade Antitrust Improvements Act (“FTAIA”); 14 • Opposed and largely prevailed after extensive rounds of hard-fought motions to 15 dismiss. In total, Defendants filed eight motions with arguments covering personal jurisdiction (which required jurisdictional discovery), the sufficiency of the conspiracy 16 allegations under Twombly and Iqbal, the sufficiency of the complaint in light of the numerous state laws under which IPPs sued, among several other attacks on the 17 pleadings; 18 • Propounded several sets of discovery that—after extensive meet and confers and negotiations with Defendants and significant motion practice before this Court— 19 resulted in the identification of hundreds of document custodians and the production of more than 15 million documents in addition to approximately 500 gigabytes of 20 electronic transactional data; 21 • Drafted, met and conferred, negotiated, and entered into agreements with Defendants over several case management documents, such as the Stipulation and Order 22 Concerning the Discovery of Electronically Stored Information (ESI) (Case No. 3:14- cv-03264, ECF No. 782) the Protective Order (Case No. 3:14-cv-03264, ECF No. 563), 23 the Expert Stipulation and Order (Case No. 3:14-cv-03264, ECF No. 540), the Discovery Limits Stipulation and Order (Case No. 3:14-cv-03264, ECF No. 725) and 24 several other similar documents that contribute to the effective and efficient administration of this Action; 25 • Engaged in multiple, extended discovery meet and confers with Defendants concerning 26 the appropriate document custodians for each corporate family, the appropriate English language search terms, the appropriate Japanese language search terms and other search 27 mechanisms that would assist Defendants in identifying and producing responsive documents; 28 Declaration of Adam Zapala in Support of Indirect Purchaser Plaintiffs’ Motion for Attorneys’ Fees, Expenses, and Service Awards; MDL No. 3:17-md-02801-JD; Case No. 3:14-cv-03264-JD 2 Case 3:14-cv-03264-JD Document 2480-2 Filed 11/15/19 Page 5 of 495 • Organized teams of lawyers that reviewed, searched, and extensively coded and 1 analyzed these documents, most of which were in Japanese and required translations; 2 • Engaged in extensive nonparty discovery, including issuing comprehensive subpoenas for documents to nonparty distributors of capacitors to obtain their transactional data 3 for both their purchases of capacitors from Defendants and their sales of capacitors to IPPs. After protracted meeting and conferring, IPPs succeeded in obtaining data 4 regarding approximately 85% of the commerce sold from distributors to the IPPs; 5 • Propounded several sets of Interrogatories and Requests for Admission and issued Rule 30(b)(6) deposition notices; 6 • Answered several sets of discovery propounded by Defendants, including Requests for 7 Production of Documents, Interrogatories, and Requests for Admission; 8 • Contended with near-constant discovery disputes and motions to compel; 9 • Prepared for and took the depositions of 144 fact and 30(b)(6) witnesses from Defendants and nonparties; 10 • Prepared for and defended the depositions of the 10 IPP Class Representatives; 11 • Engaged and consulted extensively with industry experts, economists, and statisticians 12 on issues pertaining to electronic discovery, liability, summary judgment regarding FTAIA, class certification, and damages, throughout the course of the Action; 13 • Engaged in protracted settlement discussions and mediations with the Settling 14 Defendants (see, e.g., ECF No. 698-1) (Decl. of Adam J. Zapala in Supp. of IPPs’ Mot. for Preliminary Approval of Settlements with Panasonic, Nichicon, Elna, and Matsuo 15 Defendants and for Approval of the Plan of Allocation); 16 • Documented settlements with the Settling Defendants, briefed preliminary approval and final approval motions, and engaged class action notice experts to develop a robust 17 notice program; 18 • Engaged in extensive preparations with experts regarding class certification, expert deposition preparation, and Defendants’ Daubert motion; 19 • Drafted IPPs’ Motion for Class Certification and a Reply in support thereof; 20 • Opposed Defendants’ Daubert motion at the class certification stage; 21 • Engaged and consulted economists to prepare and exchange Dr. Russell L. Lamb’s 22 Expert Trial Declaration; 23 • Drafted IPPs’ Motion for Default Judgment as to Defendant Nissei Electric and IPPs’ Motion for Entry of Default Against Defendant Toshin Kogyo (ECF Nos. 336 and 337), 24 as well as Notice of Non-Opposition to IPPs’ Motion for Entry of Default Against Defendant Nissei Electric (ECF No.