Elgaoui v. Meta Financial Group Inc et al
Filing
59
ORDER and Final Judgment - granting 54 Motion For Final Approval Of Class Action Settlement, Plan Of Allocation, And Application For Award Of Attorrney's Fees and Reimbursement Of Expenses. This Action is hereby dismissed in its entirety wit h prejudice as to all Defendants subject to Court's reservation of jurisdiction. There is no just reason for delay in the entry of this Judgment and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. Signed by Judge Mark W Bennett on 06/29/12. (Proposed judgment to MWB chambers for approval) (src)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF IOWA
WESTERN DIVISION
In re META FINANCIAL GROUP,
INC., SECURITIES LITIGATION
No. C 10-4108-MWB
ORDER AND FINAL JUDGMENT
___________________________
This case is before me on the Lead Plaintiff’s May 22, 2012, Motion For Final
Approval Of Class Action Settlement, Plan Of Allocation, And Application For Award
Of Attorney’s Fees And Reimbursement Of Expenses (docket no. 54). The motion
seeks approval of the Settlement, on behalf of the proposed class, set forth in the
Stipulation And Agreement Of Settlement dated January 5, 2012, attached to the Lead
Plaintiff’s January 5, 2012, Unopposed Motion For Preliminary Approval Of Class
Action Settlement And Notice To The Class (docket no. 48). Pursuant to a March 8,
2012, Order Preliminarily Approving Settlement And Providing Notice Of Pendency
(docket no. 51), the parties have provided due and adequate notice of the Settlement,
and I held a “fairness hearing” on the Settlement on June 29, 2012.
Having considered the record and all arguments and information provided in the
proceedings in this case, I find good cause to approve the Settlement. Indeed, I find
that this action has been a model of how complex class actions should be conducted.
Counsel for the Lead Plaintiff, Kim Miller, and her firm, Kahn Swick & Foti, L.L.C.,
and the Defendant, Carl Volz, and his firm, Dechert, L.L.P., showed the utmost
professionalism and civility, required very limited court intervention while diligently
pursuing their objectives, and sought and obtained a fair and reasonable settlement
before incurring substantial costs for discovery and trial preparation, all to the benefit
of the Lead Plaintiff, Class Members, and the Defendants. For a host of reasons, I
wish more class action securities fraud cases would go to trial. Only 29 such cases
have gone to trial since the passage of the PSLRA in 1995 (and 6 of these settled with
at least one defendant during trial), despite more than 3,800 securities class action
filings. Learned lead counsel for both sides in this case quickly recognized, for a
variety of reasons that only such highly skilled and experienced counsel could fully
appreciate, that this case should not be number 30. I applaud their skill, expertise,
zealousness, judgment, civility, and professionalism in putting the best interests of their
respective clients first and not only foremost, but exclusively ahead of their law firms’
financial interests. Ms. Miller and Mr. Volz and their respective law firms earned my
unyielding admiration and respect in this case for the efficient and exceptionally
reasonable way in which they found a prompt, fair, and equitable solution to the
complex problems their clients faced in this litigation, and they accomplished all of this
with virtually no judicial intervention. In sum, my only deeply held regret in this case
is that bioscience has not sufficiently advanced to allow the cloning of Ms. Miller and
Mr. Volz for lead counsel roles in all complex civil class action litigation in the
Northern District of Iowa.
THEREFORE, IT IS ORDERED, ADJUDGED, AND DECREED, as follows:
1.
This Judgment incorporates by reference the definitions in the Stipulation,
and all capitalized terms used herein shall have the same meanings set forth in the
Stipulation.
2.
This Court has jurisdiction over the subject matter of the Action and over
all parties to the Action, including Class Members.
3.
Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for
purposes of settlement only, Lead Plaintiff is certified as the class representative and
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Lead Plaintiff’s selection of Kahn Swick & Foti, L.L.C., as Lead Counsel for the Class
is approved.
4.
Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court
hereby approves the Settlement and finds that said Settlement is, in all respects, fair,
reasonable, and adequate to, and is in the best interests of, the Lead Plaintiff, the Class,
and each of the Class Members. This Court further finds the Settlement is the result of
arm’s-length negotiations between experienced counsel representing the interests of the
Lead Plaintiff, the Class Members, and the Defendants. Accordingly, the Settlement is
hereby approved in all respects and shall be consummated in accordance with its terms
and provisions. The Parties are hereby directed to perform the terms of the Stipulation.
5.
Except as to any individual claim of those Persons who have validly and
timely requested exclusion from the Class, the Action and all claims contained therein,
as well as all of the Settled Claims, are dismissed with prejudice as against each and all
of the Released Parties, including all Defendants. Lead Plaintiff and the Class will not
make applications against any Released Party, and Defendants will not make
applications against Lead Plaintiff or the Class, for fees, costs, or sanctions pursuant to
Rule 11, Rule 37, Rule 45 or any other court rule or statute, with respect to any claims
or defenses in this Action or to any aspect of the institution, prosecution, or defense of
this Action.
6.
Upon the Effective Date, the Lead Plaintiff and each of the Class
Members, on behalf of themselves, their respective present and former parent entities,
subsidiaries, divisions, and affiliates, the present and former employees, officers,
directors, advisors, partners, and agents of each of them, and the predecessors, heirs,
executors, administrators, trusts, family members, successors, and assigns of each of
them, and anyone claiming through or on behalf of any of them, shall be deemed to
have, and by operation of this Judgment shall have, fully, finally, and forever released,
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relinquished, and discharged all Settled Claims (including Unknown Claims) as against
the Released Parties, whether or not such Class Member executes and delivers a Claim
Form or participates in the Settlement Fund.
7.
Upon the Effective Date, all Class Members (including Lead Plaintiff) and
anyone claiming through or on behalf of any of them, except any Person who has
validly and timely requested exclusion from the Class, will be forever barred and
enjoined from commencing, instituting, intervening in or participating in, prosecuting,
or continuing to prosecute any action or other proceeding in any court of law or equity,
arbitration tribunal, administrative forum, or other forum of any kind or character
(whether brought directly, in a representative capacity, derivatively, or in any other
capacity) asserting any of the Settled Claims against any of the Released Parties.
8.
Upon the Effective Date, each of the Released Parties shall be deemed to
have, and by operation of the Judgment shall have, fully, finally, and forever released,
relinquished, and discharged the Lead Plaintiff, each and all of the Class Members, any
Confidential Witness, any individual contacted by Lead Counsel in the course of their
investigation, and Lead Counsel from all claims whatsoever arising out of, relating to,
or in connection with the investigation, institution, prosecution, assertion, settlement,
or resolution of the Action or the Settled Claims, except for those claims brought to
enforce the Settlement.
9.
The Court hereby finds that the distribution of the Notice of Pendency and
Proposed Settlement of Class Action and the publication of the Publication Notice as
provided for in the Order Preliminarily Approving Settlement and Providing for Notice
constituted the best notice practicable under the circumstances—including individual
notice to all Class Members who could be identified through reasonable effort—of those
proceedings and of the matters set forth therein, including the proposed Settlement, to
all Persons entitled to such notice, and said notice fully satisfied the requirements of
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Federal Rule of Civil Procedure 23, the requirements of due process, and any other
applicable law.
10.
Neither the Plan of Allocation submitted by Lead Counsel nor any portion
of this order regarding the attorneys’ fee and expense application and the Lead
Plaintiff’s expense application shall in any way disturb or affect the finality of this
Judgment.
11.
Neither the Stipulation nor the Settlement contained therein, nor any act
performed or document executed pursuant to or in furtherance of the Stipulation or the
Settlement:
(a) is or may be deemed to be or may be used as an admission of,
concession or evidence of, the validity of any Settled Claim, the truth of any fact
alleged in the Action, the deficiency of any defense that has been or could have been
asserted in the Action, or of any alleged wrongdoing, liability, negligence, or fault of
any Released Party; or (b) is or may be deemed to be or may be used as an admission,
concession or evidence of, any fault or misrepresentation or omission of, including with
respect to any statement or written document attributed to, approved or made by, any
Released Party in any civil, criminal, administrative, or other proceeding before any
court, administrative agency, arbitration tribunal, or other body. Any Released Party
may file the Stipulation and/or the Judgment in any other action or other proceeding
that may be brought against them in order to support a defense, argument, or
counterclaim based on principles of res judicata, collateral estoppel, release, good faith
settlement, judgment bar or reduction, or any other theory of claim preclusion or issue
preclusion or similar defense, argument, or counterclaim.
12.
Without affecting the finality of this Judgment in any way, this Court
hereby retains continuing jurisdiction over:
(a) implementation of this Settlement;
(b) disposition of the Settlement Fund; (c) all Parties hereto for the purpose of
construing, enforcing and administering the Stipulation and this Judgment.
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13.
After completion of the processing of all claims by the claims
administrator, Lead Plaintiff shall disburse the Net Settlement Fund in accordance with
the Stipulation and Plan of Allocation without further order of this Court.
14.
The Court finds that during the course of the Action, the parties and their
respective counsel at all times complied with the requirements of Federal Rule of Civil
Procedure 11.
15.
Pursuant to and in full compliance with Rule 23 of the Federal Rules of
Civil Procedure, the Court finds and concludes that due and adequate notice was
directed to all Class Members advising them: (a) that Lead Counsel would seek an
award of attorneys’ fees of up to 33-1/3% of the Settlement Fund and reimbursement of
expenses incurred in connection with the prosecution of the Action not to exceed
$55,000; and (b) that Class Members had a right to object to such application(s). A full
and fair opportunity was given to all Persons who are Class Members to be heard with
respect to the application for the award of attorneys’ fees and expenses. The Court
finds and concludes that the requested fee award is reasonable and awards attorneys’
fees of $700,000.00, or 33-1/3% percent of the Settlement Fund, plus reimbursement
of expenses in the amount of $51,615.20, both to be paid from the Settlement Fund
pursuant to the terms of the Stipulation, not less than 35 days after entry of this Order.
16.
Pursuant to and in full compliance with Rule 23 of the Federal Rules of
Civil Procedure, the Court finds and concludes that due and adequate notice was
directed to all Class Members advising them of the Plan of Allocation and of their right
to object, and a full and fair opportunity was given to all Class Members to be heard
with respect to the Plan of Allocation.
The Court finds that the formula for the
calculation of the claims of Authorized Claimants, which is set forth in the Notice of
Pendency and Proposed Settlement of Class Action sent to Class Members, provides a
fair and reasonable basis upon which to allocate among Class Members the proceeds of
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the Settlement Fund established by the Stipulation, with due consideration having been
given to administrative convenience and necessity.
The Court hereby finds and
concludes that the Plan of Allocation set forth in the Notice is in all respects fair and
reasonable and the Court hereby approves the Plan of Allocation.
17.
Pursuant to and in full compliance with Rule 23 of the Federal Rules of
Civil Procedure, the Court finds and concludes that due and adequate notice was
directed to all Class Members, advising them that Lead Plaintiff would seek
reimbursement of time and expenses. A full and fair opportunity was given to Class
Members to be heard with respect to Lead Plaintiff’s application for the reimbursement
of time and expenses. The Court finds and concludes that the requested reimbursement
for time and expenses is reasonable and awards $10,000 to the Lead Plaintiff, Eden
Partnership, in reimbursement for the time spent and expenses incurred fulfilling its
role as Lead Plaintiff.
18.
This Action is hereby dismissed in its entirety with prejudice as to all
Defendants.
19.
In the event that the Settlement does not become Final in accordance with
the terms of the Stipulation or the Effective Date does not occur, this Judgment shall be
rendered null and void to the extent provided by and in accordance with the Stipulation
and shall be vacated. In such event, all orders entered and releases delivered in
connection herewith shall also be null and void to the extent provided by and in
accordance with the Stipulation.
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20.
There is no just reason for delay in the entry of this Judgment and
immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b)
of the Federal Rules of Civil Procedure.
IT IS SO ORDERED.
DATED this 29th day of June, 2012.
______________________________________
MARK W. BENNETT
U.S. DISTRICT COURT JUDGE
NORTHERN DISTRICT OF IOWA
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