Bell v. Taylor

Filing 134

ORDER GRANTING PLAINTIFFS' UNOPPOSED MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT re (133 in 1:17-cv-00530-LEK-WRP, 108 in 1:18-cv-00016-LEK-WRP) - Signed by JUDGE LESLIE E. KOBAYASHI on 9/23/2020. ( Settlement Conference is set for 11/17/2020 10:30 AM in Aha Nonoi before JUDGE LESLIE E. KOBAYASHI.) Associated Cases: 1:17-cv-00530-LEK-WRP, 1:18-cv-00016-LEK-WRP (emt, )

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF HAWAII
IAN BELL, Derivatively on,
Behalf of ECO SCIENCE
SOLUTIONS, INC.,

)
)
)
)
Plaintiffs,
)
)
vs.
)
)
JEFFREY TAYLOR, DON LEE
)
TAYLOR, L. JOHN LEWIS, S.
)
RANDALL OVESON, and GANNON)
GIGUIERE,
)
)
Defendants.
)
_______________________________)
MARC D'ANNUNZIO, Derivatively )
on Behalf of ECO SCIENCE
)
SOLUTIONS, INC.,
)
)
Plaintiff,
)
)
vs.
)
)
JEFFREY TAYLOR, DON LEE
)
TAYLOR, L. JOHN LEWIS, S.
)
RANDALL OVESON, and GANNON)
GIGUIERE,
)
)
Defendants.
)
_______________________________)

CIVIL 17-00530 LEK-WRP

CIVIL 18-00016 LEK-WRP

ORDER GRANTING PLAINTIFFS’ UNOPPOSED
MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT
On September 21, 2020, Plaintiffs Ian Bell and Marc D’Annunzio,
derivatively on behalf of Eco Science Solutions, Inc. (“Plaintiffs” and “ESSI”),
filed their Unopposed Motion for Preliminary Approval of Settlement (“Motion”).
Plaintiffs bring the Motion pursuant to Federal Rule of Civil Procedure 23.1,
seeking an order: (i) preliminarily approving the proposed settlement
(“Settlement”) of the above-captioned Action, in accordance with the parties’
Stipulation of Settlement (“Stipulation”); and (ii) approving the form and manner
of the Notice of the Settlement. See Motion, Decl. of Shane P. Sanders, Exh. 1
(Stipulation); id., Exh. C (Notice), Exh. D (Summary Notice). The Court finds the
Motion suitable for disposition without a hearing pursuant to Rule LR7.1(c) of the
Local Rules of Practice for the United States District Court for the District of
Hawaii (“Local Rules”).
WHEREAS, the Stipulation sets forth the terms and conditions for the
Settlement, including: (i) a proposed Settlement and dismissal of the Action with
prejudice as to the Released Persons; and (ii) the payment of attorneys’ fees and
expenses to Plaintiffs’ Counsel, upon the terms and conditions set forth in the
Stipulation;

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WHEREAS, the Settlement appears to be the product of serious,
informed, non-collusive negotiations and falls within the range of possible
approval; and
WHEREAS, this Court, having considered the Stipulation and the
exhibits annexed thereto and having heard the arguments of the Settling Parties at
the preliminary approval hearing:
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS
FOLLOWS:
1.

This Court, for purposes of this Preliminary Approval Order, adopts

the definitions set forth in the Stipulation.
2.

This Court preliminarily approves the Settlement as set forth in the

Stipulation as being fair, reasonable, and adequate.
3.

Pending this Court’s determination as to final approval of the

Settlement, Plaintiffs’ Counsel and Current ESSI Shareholders are barred and
enjoined from commencing, prosecuting, instigating, or in any way participating in
the commencement or prosecution of any action asserting any Released Claim
against any Released Persons.
4.

Within ten (10) business days after the entry of this Preliminary

Approval Order, ESSI shall, at its own cost, (a) cause the Stipulation of Settlement
and long-form notice to be filed with the SEC on Form 8-K with an accompanying
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press release; (b) publish the short-form notice once in the national edition of
Investor’s Business Daily; and (c) publish the Stipulation of Settlement and the
long-form notice on an internet page that ESSI shall create for this purpose, the
address of which shall also be featured on the long-form and the short-form
notices.
5.

At least seven (7) calendar days prior to the Settlement Hearing,

ESSI’s counsel shall file with the Court and serve on Plaintiffs’ Counsel proof, by
affidavit or declaration, of the dissemination of Notice and Summary Notice as
provided for in paragraph 3 of this Order.
6.

The Court finds that the form, substance, and dissemination of

information regarding the proposed Settlement in the manner set out in this Order
complies with Rule 23.1 of the Federal Rules of Civil Procedure, meets due
process standards, and is the best notice practicable under the circumstances.
7.

A hearing shall be held on November 17, 2020 at 10:30 a.m., before

the Honorable Leslie E. Kobayashi, at the United States District Court District of
Hawaii, 300 Ala Moana Blvd., Honolulu, Hawaii 96850, in Courtroom Aha Nonoi
(the “Settlement Hearing”), at which the Court will determine: (i) whether the
terms of the Stipulation should be approved as fair, reasonable, and adequate;
(ii) whether the Notice and Summary Notice fully satisfied the requirements of
Federal Rule of Civil Procedure 23.1 and the requirements of due process;
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(iii) whether the Action should be dismissed with prejudice; (iv) whether all
Released Claims against the Released Persons should be fully and finally released;
(v) whether the agreed-to Fee and Expense Amount should be approved; and
(vi) to rule upon such other matters as the Court may deem appropriate.
8.

The Court reserves: (i) the right to approve the Settlement, with such

modifications as may be agreed to by counsel for the Settling Parties consistent
with such Settlement, without further notice to ESSI shareholders; and (ii) the right
to continue or adjourn the Settlement Hearing from time to time, by oral
announcement at the hearing or at any adjournment thereof, without further notice
to ESSI shareholders.
9.

Any ESSI shareholder may appear and show cause, if he, she or it has

any reason why the Settlement embodied in the Stipulation should not be approved
as fair, reasonable, and adequate, or why a judgment should or should not be
entered hereon, or the Fee and Expense Amount should not be approved. Current
ESSI Shareholders who wish to contest the approval of the proposed Settlement,
or, if approved, the Judgment to be entered hereon, must cause to be filed, and
served on counsel as noted below, written objections stating (i) their name(s);
(ii) identifying their counsel, if any; (iii) all supporting bases, reasons and evidence
for the objection; (iv) the case name, number and court in which they have
objected to any other proposed settlement in the last three years; and (v) whether
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they intend to appear at the Settlement Hearing. Objections must be accompanied
by documentary proof of current ownership of ESSI stock, reflecting the number of
shares held and when such stock ownership was acquired. Any person who fails to
object in the manner provided for herein shall be (i) deemed to have waived such
objection and (ii) barred and enjoined from raising such objection in this or any
other action or proceeding.
10.

At least fourteen (14) calendar days prior to the Settlement Hearing

set for November 17, 2020, any such person must file the written objection(s) and
corresponding materials with the Clerk of the Court, United States District Court
District of Hawaii 300 Ala Moana Blvd C-338 Honolulu, Hawaii 96850, and serve
such materials by that date, to each of the following Settling Parties’ counsel:
WEINBERG, ROGER & ROSENFELD
ASHLEY K. IKEDA
JERRY P.S. CHANG
Central Pacific Plaza
220 South King Street, Suite 901
Honolulu, HI 96813
Telephone: [phone]
Facsimile: [phone]
[e-mail]
[e-mail]

MILLER SHEA LLLC
PATRICK K. SHEA
1001 Bishop Street, Suite 2959
Honolulu, HI 96813
Telephone: [phone]
[e-mail]

ROBBINS LLP
BRIAN J. ROBBINS
CRAIG W. SMITH
SHANE P. SANDERS
5040 Shoreham Place
San Diego, CA 92122
Telephone: [phone]

GREENBERG TRAURIG, LLP
JOEL MAX EADS
KATHLEEN M. KLINE
1717 Arch Street, Suite 400
Philadelphia, PA 19103
Telephone: [phone]
Facsimile: [phone]
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Facsimile: [phone]
[e-mail]
[e-mail]
[e-mail]

[e-mail]
[e-mail]
Attorneys for Defendants

LAW OFFICES OF BETH A.
KELLER, P.C.
BETH A. KELLER
118 N Bedford Rd., Ste. 100
Mount Kisco, NY 10549
Telephone: [phone]
Facsimile: [phone]
[e-mail]
Attorneys for Plaintiffs
Only shareholders who have filed with the Court and sent to the
Settling Parties’ counsel valid and timely written notices of objection will be
entitled to be heard at the hearing, unless the Court orders otherwise.
11.

Any ESSI shareholder who does not make an objection in the manner

provided herein shall be deemed to have waived any such objection.
12.

Papers in support of final approval of the Settlement and the Fee and

Expense Amount shall be served and filed not later than twenty-one (21) calendar
days before the Settlement Hearing. The Settling Parties’ responses to any
objections shall be filed and served not less than seven (7) calendar days before the
Settlement Hearing.

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13.

All proceedings in the Action are stayed until further order of the

Court, except as may be necessary to implement the Settlement or comply with the
terms of this Stipulation.
14.

This Court may, for good cause, extend any of the deadlines set forth

in this Order without further notice to ESSI’s shareholders.
15.

Neither the Stipulation nor the Settlement, nor any act performed or

document executed pursuant to or in furtherance of the Stipulation or the
Settlement: (i) is or may be deemed to be or may be offered, attempted to be
offered or used in any way by the Settling Parties or any other Person as a
presumption, a concession or an admission of, or evidence of, any fault,
wrongdoing or liability of the Settling Parties or Released Persons, or of the
validity of any Released Claims; or (ii) is intended by the Settling Parties to be
offered or received as evidence or used by any other person in any other actions or
proceedings, whether civil, criminal, or administrative, other than to enforce the
terms therein.
IT IS SO ORDERED.

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DATED AT HONOLULU, HAWAI`I, September 23, 2020.

IAN BELL, ETC. VS. JEFFERY TAYLOR, ET AL; CV 17-00530 LEK-WRP
and MARC D'ANNUNZIO, ETC. VS. JEFFERY TAYLOR, ET AL; CV 1800016 LEK-WRP; ORDER GRANTING PLAINTIFFS' UNOPPOSED
MOTION FOR PRELIMINRY APPROVAL OF SETTLEMENT

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