Eichenholtz v. Verifone Holdings, Inc. et al

Filing 366

ORDER Approving the Settlement; and Order of Dismissal with Prejudice. Signed by Judge Edward M. Chen on 2/25/2014. (Attachments: # 1 Exhibit). (emcsec, COURT STAFF) (Filed on 2/25/2014)

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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IN RE VERIFONE HOLDINGS, INC.
SECURITIES LITIGATION.
_____________________________________
This Document Relates To:

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For the Northern District of California

United States District Court

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Master File No. C-07-6140 EMC
ORDER APPROVING THE
SETTLEMENT; AND ORDER OF
DISMISSAL WITH PREJUDICE

ALL ACTIONS.
___________________________________/

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This matter came before the Court for hearing pursuant to the Amended Order Preliminarily

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Approving Settlement and Providing for Notice (“Order”) dated October 16, 2013, on the

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application of the parties for approval of the settlement set forth in the Stipulation of Settlement

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dated as of August 9, 2013 (the “Stipulation”). Due and adequate notice having been given to the

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Class as required in said Order, and the Court having considered all papers filed and proceedings

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had herein and otherwise being fully informed in the premises and good cause appearing therefore,

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and for the reasons stated on the record and in Docket No. 359, IT IS HEREBY ORDERED,

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ADJUDGED, AND DECREED that:

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1.

This Order Approving the Settlement and Order of Dismissal with Prejudice (“Final

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Order”) incorporates by reference the definitions in the Stipulation, and all terms used

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herein shall have the same meanings as set forth in the Stipulation, unless otherwise

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set forth herein.

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2.

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This Court has jurisdiction over the subject matter of the Litigation and over all
parties to the Litigation, including all Members of the Class.

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The Court hereby finally certifies a Class defined as: “all Persons who purchased
VeriFone Publicly Traded Securities between August 31, 2006 and April 1, 2008, on

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any domestic or foreign exchange or otherwise, excluding all Defendants, VeriFone’s

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former and current officers and directors and their families and affiliates. Also

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excluded from the Class are those Persons who validly and timely request exclusion

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from the Class.” All requests for exclusion are attached hereto as Exhibit 1.

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4.

With respect to the Class, this Court finds for purposes of effectuating this settlement

in the Litigation is impracticable; (b) there are questions of law and fact common to

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the Class which predominate over any individual questions; (c) the claims of the Lead

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Plaintiff are typical of the claims of the Class; (d) Lead Plaintiff and Lead Counsel

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have fairly and adequately represented and protected the interests of all of the Class

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For the Northern District of California

that (a) the Members of the Class are so numerous that joinder of all Class Members

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United States District Court

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Members; and (e) a class action is superior to other available methods for the fair and

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efficient adjudication of the controversy, considering: (I) the interests of the Members

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of the Class in individually controlling the prosecution of the separate actions; (ii) the

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extent and nature of any litigation concerning the controversy already commenced by

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Members of the Class; (iii) the desirability or undesirability of continuing the

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litigation of these claims in this particular forum; and (iv) the difficulties likely to be

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encountered in the management of the class action.

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5.

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Pursuant to Federal Rule of Civil Procedure 23, the Court hereby approves the
settlement set forth in the Stipulation as fair, reasonable, and adequate.

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Accordingly, the Court authorizes and directs implementation and performance of all

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the terms and provisions of the Stipulation, as well as the terms and provisions

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hereof. The Court hereby dismisses the Litigation and all Released Claims with

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prejudice and without costs as to any party, except as and to the extent provided in

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the Stipulation and herein.

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7.

Upon the Effective Date hereof, the Lead Plaintiff, and each and every Class Member

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shall be deemed to have, and by operation of this Final Order and accompanying

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Judgment shall have, fully, finally, and forever waived, released, relinquished,

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discharged, and dismissed each and every one of the Released Claims against each

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and every one of the Released Persons, whether or not such Class Member executes

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and delivers the Proof of Claim and Release form, and whether or not such Class

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Member shares in the Settlement Fund.

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8.

Upon the Effective Date, each and every Class Member and anyone claiming through

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or on behalf of any of them, will be forever barred and enjoined from commencing,

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instituting, prosecuting or continuing to prosecute any action or other proceeding in

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any court of law or equity, arbitration tribunal, or administrative forum, asserting the

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Released Claims against any of the Released Persons.

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9.

Upon the Effective Date, each of the Released Persons shall be deemed to have, and
by operation of this Final Order shall have, fully, finally, and forever released,

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For the Northern District of California

United States District Court

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relinquished, and discharged Lead Plaintiff, each and all of the Class Members and

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Lead Plaintiff’s counsel, from all claims (including Unknown Claims), whether under

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U.S. or any foreign law, arising out of, relating to, or in connection with the

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institution, prosecution, assertion, settlement or resolution of the Litigation or the

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Released Claims.

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10.

The Notice of Proposed Settlement of Class Action given to the Class including that

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given to potential Israeli class members pursuant to Docket No. 363 (including

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Exhibits A and B attached thereto), which the Court hereby approves and orders the

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parties to execute, was and is the best notice practicable under the circumstances,

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including the individual notice to all Members of the Class who could be identified

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through reasonable effort along with publication of the Summary Notice. Said notice

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provided the best notice practicable under the circumstances of those proceedings and

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of the matters set forth therein, including the proposed settlement set forth in the

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Stipulation, to all Persons entitled to such notice, and said notice fully satisfied the

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requirements of Federal Rule of Civil Procedure 23 and the requirements of due

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process.

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Any Plan of Allocation submitted by Lead Counsel or any order entered regarding

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any attorneys’ fee and expense application shall in no way disturb or affect this Final

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Order and shall be considered separate from this Final Order.

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12.

Neither the Stipulation nor the settlement contained therein, nor any act performed or

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document executed pursuant to or in furtherance of the Stipulation or the settlement:

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(a) is or may be deemed to be or may be used as an admission of, or evidence of, the

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validity of any Released Claim, or of any wrongdoing or liability of the Defendants

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or their respective Related Parties, or (b) is or may be deemed to be or may be used as

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an admission of, or evidence of, any fault or omission of any of the Defendants or
their respective Related Parties in any civil, criminal, or administrative proceeding in

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For the Northern District of California

United States District Court

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any court, administrative agency, or other tribunal. The Defendants and/or their

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respective Related Parties may file the Stipulation and/or this Final Order from this

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action in any other action that may be brought against them in order to support a

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defense or counterclaim based on principles of res judicata, collateral estoppel,

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release, good faith settlement, judgment bar or reduction, or any other theory of claim

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preclusion or issue preclusion or similar defense or counterclaim. As noted in Docket

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No. 359, this Order is not intended to divest the Israeli courts of the authority to

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adjudicate the binding effect of this Order and settlement on actions pending before

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said courts.

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13.

Without affecting the finality of this Final Order in any way, this Court hereby retains

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continuing jurisdiction over: (a) implementation of this settlement and any award or

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distribution of the Settlement Fund, including interest earned thereon; (b) disposition

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of the Settlement Fund; (c) hearing and determining applications for attorneys’ fees,

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interest, and expenses in the Litigation; and (d) all parties hereto for the purpose of

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construing, enforcing, and administering the Stipulation.

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14.

The Court finds that during the course of the Litigation, the Settling Parties and their

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respective counsel at all times complied with the requirements of Federal Rule of

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Civil Procedure 11.

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15.

In the event that the settlement does not become effective in accordance with the

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terms of the Stipulation, or the Effective Date does not occur, or in the event that the

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Settlement Fund, or any portion thereof, is returned to the Defendants or their

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insurers, then this Final Order shall be rendered null and void to the extent provided

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by and in accordance with the Stipulation and shall be vacated and, in such event, all

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orders entered and releases delivered in connection herewith shall be null and void to

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the extent provided by and in accordance with the Stipulation.

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16.

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extensions of time to carry out any of the provisions of the Stipulation.
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The Court has considered the objections filed by David Stern and Jeff M. Brown, and

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For the Northern District of California

United States District Court

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Without further order of the Court, the Settling Parties may agree to reasonable

finds them to be without merit. The objections are therefore overruled in their

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entirety except as set forth in the Court’s Order (Docket No. 359).

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IT IS SO ORDERED.

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Dated: February 25, 2014

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_________________________
EDWARD M. CHEN
United States District Judge

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