linus Aruliah v. Impax Laboratories, Inc. et al
Filing
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ORDER APPROVING SETTLEMENT AND FINAL JUDGMENT signed by Hon. James Donato on December 21, 2015. (jdlc1S, COURT STAFF) (Filed on 12/21/2015)
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UNITED STATES DISTRICT COURT
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NORTHERN DISTRICT OF CALIFORNIA
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SAN FRANCISCO DIVISION
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LINUS ARULIAH, Individually and On
Behalf of All Others Similarly Situated,
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Plaintiff,
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v.
IMPAX LABORATORIES, INC., LARRY
HSU, G. FREDERICK WILKINSON, and
BRYAN M. REASONS,
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Defendants.
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[PROPOSED] REVISED ORDER & FINAL JUDGMENT
Case No. 3:14-cv-03673-JD
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No. 3:14-cv-03673-JD
[PROPOSED] ORDER APPROVING
SETTLEMENT AND FINAL
JUDGMENT, AS REVISED BY THE
COURT
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On the 24th day of November, 2015, a hearing having been held before this Court to determine:
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(a) whether the above-captioned federal securities class action (the “Action”) satisfies the applicable
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prerequisites for class action treatment under Rule 23 of the Federal Rules of Civil Procedure;
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(b) whether the terms of the proposed settlement (“Settlement”) described in the Stipulation of
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Settlement dated May 27, 2015 (the “Stipulation”), are fair, reasonable, and adequate, and should be
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approved by the Court; (c) whether the proposed allocation of the Settlement Fund (the “Plan of
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Allocation”) is fair and reasonable, and should be approved by the Court; (d) whether the Order and
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Final Judgment as provided under the Stipulation should be entered, dismissing the Action on the
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merits and with prejudice, and to determine whether the release of Plaintiff’s Released Claims as
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against the Released Defendant Parties, as set forth in the Stipulation, should be ordered; (e) whether
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the Fee and Expense Application should be approved; and (f) such other matters as the Court might
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deem appropriate; and
The Court having considered all matters submitted to it at the hearing held on November 24,
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2015, and otherwise;
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It appearing that a Notice of Pendency and Proposed Settlement of Class Action (“Notice”)
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substantially in the form approved by the Court’s June 22, 2015 Order Granting Preliminary Approval
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and Directing Notice to the Settlement Class (“Preliminary Approval Order”), was mailed to all persons
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and entities reasonably identifiable who purchased the common stock that is the subject of the Action,
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except those persons and entities excluded from the definition of the Class; and
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It appearing that a Summary Notice of Pendency and Proposed Settlement of Class Action
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(“Summary Notice”) substantially in the form approved by the Court in the Preliminary Approval Order
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was published pursuant to the specifications of the Court;
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NOW, THEREFORE, IT IS HEREBY ORDERED:
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The Court has jurisdiction over the subject matter of the Action, Lead Plaintiff, all Class
Members, and Defendants.
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Unless otherwise defined herein, all capitalized terms used herein shall have the same
meanings as set forth and defined in the Stipulation.
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[PROPOSED] REVISED ORDER & FINAL JUDGMENT
Case No. 3:14-cv-03673-JD
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3.
The Court hereby affirms its findings in its Preliminary Approval Order, that for
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purposes of the Settlement only, the prerequisites for a class action under Rule 23(a) and (b)(3) of the
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Federal Rules of Civil Procedure have been satisfied in that: (a) the number of Class Members is so
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numerous that joinder of all members thereof is impracticable; (b) there are questions of law and fact
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common to the Class; (c) the claims of the Lead Plaintiff are typical of the claims of the Class it seeks
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to represent; (d) Lead Plaintiff and Lead Counsel fairly and adequately represent the interests of the
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Class; (e) the questions of law and fact common to the members of the Class predominate over any
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questions affecting only individual members of the Class; and (f) a class action is superior to other
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available methods for the fair and efficient adjudication of the controversy.
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4.
The Court further affirms its determinations in the Preliminary Approval Order, and
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finds that the Notice distributed to the Class provided the best notice practicable under the
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circumstances. The Notice provided due and adequate notice of these proceedings and the matters set
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forth herein, including the Settlement and Plan of Allocation of the Settlement Fund, to all persons and
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entities entitled to such notice, and the Notice fully satisfied the requirements of Rule 23 of the Federal
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Rules of Civil Procedure, due process, and any other applicable law. A full opportunity has been
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offered to the Class Members to object to the proposed Settlement and to participate in the hearing
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thereon. Thus, it is hereby determined that all Class Members who did not timely elect to exclude
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themselves by written communication are bound by this Order and Final Judgment.
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Pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure and for
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purposes of the Settlement only, the Court hereby certifies the Action as a class action on behalf of all
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persons or entities who purchased or otherwise acquired Impax common stock during the period
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between March 6, 2013 and August 1, 2014, inclusive, and were damaged thereby. Excluded from the
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Class are the Defendants; members of the immediate families of the Defendants Larry Hsu, G. Fredrick
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Wilkinson, and Bryan M. Reasons; Impax’s subsidiaries and affiliates; any person who is or was an
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officer or director of Impax or any of Impax’s subsidiaries or affiliates during the Class Period; any
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entity in which any Defendant has a controlling interest; and the legal representatives, heirs, successors
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and assigns of any such excluded person or entity. Also excluded from the Class are any putative Class
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[PROPOSED] REVISED ORDER & FINAL JUDGMENT
Case No. 3:14-cv-03673-JD
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Members who have excluded themselves by filing a request for exclusion in accordance with the
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requirements set forth in the Notice; these persons are listed on Exhibit A attached hereto.
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6.
Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for purposes of the
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Settlement only, Lead Plaintiff is certified as the class representative. Additionally, Lead Plaintiff’s
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selection of William H. Narwold and Gregg S. Levin as counsel for the Class is approved.
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7.
Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Settlement is approved
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as fair, reasonable, and adequate, and in the best interests of the Class. In that regard, this Court finds
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the Settlement is the result of arm’s-length negotiations between experienced counsel representing the
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interests of Lead Plaintiff, the Class, and Defendants. Lead Plaintiff and Defendants are directed to
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consummate the Settlement in accordance with the terms and provisions of the Stipulation.
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The Action is hereby dismissed with prejudice and without costs, except as otherwise
provided in the Stipulation.
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Upon the Effective Date of the Settlement:
a.
Lead Plaintiff, the members of the Class, and their Related Parties, on behalf of
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themselves and each of their past and present subsidiaries, affiliates, parents, employees, assigns,
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successors and predecessors, estates, heirs, executors, issue, administrators, and their respective
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officers, directors, shareholders, agents, attorneys and legal representatives, general or limited partners,
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managers, members, spouses, representatives, and any persons they represent, shall and do, with respect
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to each and every one of Plaintiff’s Released Claims, release and forever discharge, and shall forever be
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enjoined from instituting, commencing, or prosecuting any of Plaintiff’s Released Claims against any of
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the Released Defendant Parties; and
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b.
Defendants and their Related Parties, on behalf of themselves and each of their
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past and present subsidiaries, affiliates, parents, employees, assigns, successors and predecessors,
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estates, heirs, executors, issue, administrators, and their respective officers, directors, shareholders,
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agents, attorneys and legal representatives, general or limited partners, managers, members, spouses,
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representatives, and any persons they represent, shall and do, with respect to each and every one of
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Defendants’ Released Claims, release and forever discharge, and shall forever be enjoined from
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[PROPOSED] REVISED ORDER & FINAL JUDGMENT
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instituting, commencing, or prosecuting any of Defendants’ Released Claims against any of the
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Released Plaintiff Parties.
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10.
Notwithstanding paragraph 9 above, nothing contained herein shall bar any action or
claim to enforce the terms of the Stipulation or this Order and Final Judgment.
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All Persons whose names appear on Exhibit A hereto are hereby excluded from the
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Class, are not bound by this Judgment, and may not make any claim with respect to or receive any
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benefit from the Settlement.
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12.
A separate order shall be entered regarding Plaintiff’s Counsel’s application for
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attorneys’ fees and reimbursement of expenses as allowed by the Court. A separate order also shall be
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entered regarding the proposed Plan of Allocation. Such orders shall in no way disturb or affect this
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Judgment and shall be considered separate from this Judgment.
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13.
This Court finds that Lead Plaintiff and Lead Counsel adequately represented the
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Settlement Class under Rules 23(a)(4) and (g) of the Federal Rules of Civil Procedure for the purpose
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of negotiating, entering into, and implementing the Settlement and at all times during the pendency of
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this Action.
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14.
Pursuant to 15 U.S.C. § 78u-4(c)(1), the Court finds that Lead Plaintiff, Lead Counsel,
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Defendants, and Defendants’ Counsel complied with the requirements of Rule 11(b) of the Federal
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Rules of Civil Procedure in this Action.
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15.
The Stipulation and all negotiations, statements, and proceedings in connection with the
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Settlement shall not, in any event, be construed or deemed to be evidence of an admission or concession
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on the part of Lead Plaintiff, the Defendants, any member of the Class, or any other person or entity, of
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any liability or wrongdoing by them, or any of them, and shall not be offered or received in evidence in
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any action or proceeding (except an action to enforce the Stipulation and the Settlement contemplated
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hereby), or be used in any way as an admission, concession, or evidence of any liability or wrongdoing
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of any nature, and shall not be construed as, or deemed to be evidence of, an admission or concession
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that Lead Plaintiff, any member of the Class, any present or former stockholder of Impax, or any other
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person or entity, has or has not suffered any damage, except that the Released Defendant Parties and
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Released Plaintiff Parties may file the Stipulation and/or this Order and Final Judgment in any action
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[PROPOSED] REVISED ORDER & FINAL JUDGMENT
Case No. 3:14-cv-03673-JD
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that may be brought against them in order to support a defense or counterclaim based on principles of
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res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any other
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theory of claim preclusion or issue preclusion or similar defense or counterclaim.
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16.
Exclusive jurisdiction is hereby retained over the Parties and the Class Members for all
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matters relating to the Action, including the administration, interpretation, effectuation, or enforcement
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of the Stipulation and this Order and Final Judgment.
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17.
Without further order of the Court, the Parties may agree to reasonable extensions of
time to carry out any of the provisions of the Stipulation.
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In the event that the Settlement does not become effective in accordance with the terms
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of the Stipulation, then this Judgment shall be rendered null and void to the extent provided by and in
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accordance with the Stipulation and shall be vacated and, in such event, all orders entered, including
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those certifying a Class for purposes of settlement only, and releases delivered in connection herewith
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shall be null and void to the extent provided by and in accordance with the Stipulation.
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19.
There is no just reason for delay in the entry of this Order and Final Judgment and
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immediate entry by the Clerk of the Court is directed. The Clerk of the Court is directed to close the
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case.
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Dated: December 21, 2015
___________________________________
The Honorable James Donato
United States District Judge
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[PROPOSED] REVISED ORDER & FINAL JUDGMENT
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EXHIBIT A
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Aruliah v. Impax Laboratories, Inc., No. 3:14-cv-03673-JD
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Exclusion No.
Name
City, State
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1
Thomas Shutkin
White Mills, PA
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2
Noreen T. Eldredge TTEE
Sandy, UT
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[PROPOSED] REVISED ORDER & FINAL JUDGMENT
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