SNELLINK v. UNIVERSAL TRAVEL GROUP, INC. et al

Filing 221

OPINION. Signed by Judge John Michael Vazquez on 6/26/17. (DD, )

Not for Publication
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

P. VAN HOVE BVBA, et al., individually
and on behalf all others similarly situated,
Civil Action No. 11-2 164

Plaintiffs,
v.

OPINION

UNIVERSAL TRAVEL GROUP, [NC., et
al.,
Defendants.

This matter comes before the Court by way of the motions for final approval of the
proposed settlement and for attorney fees filed by Lead Plaintiffs P. Van Hove BVBA, Pascal Van
Hove GVC, John Thollon, Michael Zabinski, Jean Doyle, and Mark Larosa. D.E. 211, 212. The
motions are unopposed. The Court reviewed the submissions in support of the motions and held
a settlement hearing on June 6, 2017. For the reasons stated below, both motions are GRANTED.
I.

FACTUAL BACKGROUND

This is a securities class action brought on behalf of investors in Universal Travel Group,
Inc. (“UTG”) who purchased or otherwise acquired UTG securities from March 12, 2009 through
April 11, 2011. UTG was allegedly an online travel agency, and although its stock was listed on
a United States exchange, its operations were based entirely in the People’s Republic of China.
Second Amended Complaint (“SAC”)

¶J 2, 4-7,

226, D.E. 106. Lead Plaintiffs allege violations

of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, maintaining the UTG overstated
its revenues and profitability in SEC financial statements. See Id.

¶

10.

For example, Lead

Plaintiffs contend that UTG raised more than $43 million raised through securities offerings,
which its CEO then embezzi by transferring the money to accounts in China that were unaffiliated
with UTG. Id.

¶ 10. In addition, in September 2010, a third-party analyst published a report

showing that individuals could not actually book flights through UTG’s website. Id.
Plaintiffs asserted claims against UTG as well as its officers and directors. Id.

¶ 9. Lead

¶ 29-41.

Lead Plaintiffs also asserted claims against UTG’s auditor, Acquavella, Chiarelli, Shuster,
Berkower & Co., LLP (“ACSB”) and David Svoboda, the ACSB partner in charge of the UTG
audits (collectively, the “Auditor Defendants”), who during the proposed class period issued
reports stating that clean audits were conducted in accordance with the standards of the Public
Company Accounting Oversight Board (the “PCAOB”). Id.

¶J 14-17. Lead Plaintiffs further

allege that when the Auditor Defendants learned about an inspection related to UTG, Svoboda
ordered employees to forge and backdate documents. Id.
II.

¶ 17.

PROCEDURAL HISTORY

Plaintiffs filed their initial class action complaint on April 15, 2011. D.E. 1. On July 19,
2012, the Rosen Firm was appointed Lead Counsel and Lead Plaintiffs were also appointed. D.E.
49. Lead Plaintiffs then filed their First Amended Complaint on September 7, 2012. D.E. 52.
Certain UTG Defendants subsequently filed a motion to dismiss (D.E. 57), and discovery was
therefore stayed as required by the Private Securities Litigation Reform Act (“PSLRA”), 15 U.S.C.

§ 78u-4(b)(3)(B).
After the motion to dismiss was fully brief, the Securities and Exchange Commission (the
“SEC”) filed a settled action against certain UTG Defendants. Among other things, the SEC action
alleged that the UTG Defendants failed to disclose that approximately $41 million raised through
stock offerings was transferred from UTG to unknown entities. The SEC alleged that these

2

transfers caused UTG’s public disclosures regarding risk factors and liquidity to be false and
misleading.

SEC

See

Litigation

Release

No.

22823,

https ://www. sec.gov/litigationllitreleases/20 1 3/1r22 $23 .htm (Sept. 27, 2013). Although the UTG
Defendants involved in the SEC action neither admitted nor denied the allegations, they
collectively agreed to pay almost $1 million in civil fines. Id.
On November 21, 2013, the PCAOB announced that it was disciplining and imposing
sanctions on ACSB and Svoboda due to violations of accounting standards. See PCOAB Press
Release, https ://pcaobus.org/News/Releases/Pages/ ll2l20l3Enforcement. aspx (Nov. 22, 2013).
While ACSB and Svoboda did not admit liability, the PCAOB imposed a $10,000 civil penalty on
ACSB and barred Svoboda from associating with a registered firm for at least three years. Id.
After learning of these proceedings, Lead Plaintiffs sought judicial notice of the SEC
complaint and one of the PCAOB proceedings. D.E. $4, 90. During oral argument on the pending
motions to dismiss, the Court informed Lead Plaintiffs that it was going to terminate the motions,
providing Lead Plaintiffs leave to file an amended complaint that included new facts learned
through the SEC and PCAOB actions. D.E. 105.
Lead Plaintiffs filed their Second Amended Complaint (“SAC”) on May 1, 2014 (D.E.
106), and certain UTG Defendants filed a motion to dismiss on June 27, 2014. D.E. 113. Lead
Plaintiffs then learned that the SEC settled an administrative proceeding against a different auditor
associated with UTG that revealed additional facts as to ACSB.
Administrative

Cease-And-Desist

and

Order Instituting Public
Proceedings,

https ://www. sec.gov/litigationladminl20 14/33-9608 .pdf (July 1, 2014). Due to the additional facts
revealed through this SEC matter, the Court terminated the pending motion to dismiss and

3

provided Lead Plaintiffs leave to file a third amended complaint. The Court also stayed the case
in light of settlement discussions between Lead Plaintiffs and the UTG Defendants. D.E. 122.
These parties participated in a one-day mediation in September 2014 but were unable to
reach a settlement. Lead Plaintiffs and the UTG Defendants, however, continued their settlement
negotiations and in November 2014, agreed to settle the claims asserted against the UTG
Defendants for $2 million. See Declaration of Laurence M. Rosen in Support of Motions for final
Approval of Settlement and Plan of Allocation (“Rosen Decl.”)

¶ 3, D.E. 215. The parties filed a

motion for preliminary approval of the settlement on January 26, 2015. D.E. 132.
While the Lead Plaintiffs negotiated a settlement with the UTG Defendants, they continued
to litigate their claims against the Auditor Defendants; this included moving for default against the
Auditor Defendants, addressing a motion to vacate the default, and a motion to dismiss. D.E. 12$,
136, 145, 169, 170, 17$. While the Auditor Defendants’ motion to dismiss was pending, the Lead
Plaintiffs and the Auditor Defendants agreed to a $2.075 million settlement. Rosen Decl. ¶4. The
parties then amended the existing UTG settlement documents to include the Auditor Defendants.
On July 1, 2016, Lead Plaintiffs filed their motion for preliminary approval of the settlement. D.E.
196. This Court granted preliminary approval and approved the proposed class notice in December
2016. D.E. 205.
The settlement states that in exchange for the UTG Defendants’ payment of $2 million and
the Auditor Defendants’ payment of $2.075 million, Lead Plaintiffs and the settlement class will
release their securities claims against Defendants. See Settlement Stipulation, D.E. 197-1. The
Auditor Defendants and the UTG Defendants are each using assets from their respective insurance
policies. Specifically, UTG is using $2 million of the remaining $2.5 million in its policy and the

4

Auditor Defendants will contribute almost half of the remaining $4.4 million from its policy.’ See
Rosen Decl.

¶J 2-4.

After it preliminarily certified the class and approved the settlement, the Court scheduled
a settlement hearing for June 6, 2017. D.E. 206. Lead Plaintiffs filed the pending motions in
advance of the hearing. In their motion for final approval of the class action settlement, Lead
Plaintiffs ask the Court to certify a class, find that notice was adequate, and approve the settlement.
See generally Settlement Approval Br., D.E. 213. Concerning the motion for attorneys’ fees, Lead

Counsel seeks an award of attorneys’ fees of one-third of the settlement fund, or $1,368,333;
reimbursement of $67,552.15 in out-of-pocket expenses; and a $4,000 award for each Lead
Plaintiff; all of which would be paid from the settlement fund. See generally Attorneys’ Fees Br.,
D.E. 214.
III.

CLASS CERTIFICATION

To approve a settlement agreement in a class action where a class has not yet been certified,
“a district court must determine that the requirements for class certification under Federal Rule of
Civil Procedure 23(a) and (b) are met and must determine that the settlement is fair to the class
under federal Rule of Civil Procedure 23(e).” In reIns. BrokerageAntitrustLitig., 579 F.3d 241,
257-58 (3d Cir. 2009). The prerequisites for class certification are:
1) the class is so numerous that joinder of all members is impracticable;
2) there are questions of law or fact common to the class;
3) the claims or defenses of the representative parties are typical of the claims or
defenses of the class; and
4) the representative parties will fairly and adequately protect the interests of the
class.

‘The other half ofAC SB’s policy is being used for settlement in Dartell v. Tibet Pharmaceuticals,
Inc., Civ. No. 14-3620. The Court held a settlement hearing in Dartell immediately after the
hearing in this case. The Court required counsel for Lead Plaintiffs to adequately explain the
reasons by which the parties determined the apportionment of ACSB’s total amount between the
two matters.
5

fed. R. Civ. P. 23(a). “Upon finding each of these prerequisites satisfied, a district court must
then determine that the proposed class fits within one of the categories of class actions enumerated
in Rule 23(b).” Sittlivan v. DB Invs., Inc., 667 F.3d 273, 296 (3d Cir. 2011). Certification under
Rule 23(b)(3), which Lead Plaintiffs maintain is appropriate here, is permitted where (1)
“questions of law or fact common to class members predominate over any questions affecting only
individual members,” and (2) “a class action is superior to other available methods for fairly and
efficiently adjudicating the controversy.” Fed. R. Civ. P. 23(b)(3). “The factual determinations
necessary to make Rule 23 findings must be made by a preponderance of the evidence.
Accordingly, class certification is proper only if the court is satisfied, after a rigorous analysis, that
the prerequisites of Rule 23 are met.” Yedlowski v. Roka Bioscience, Inc., No. 14-8020, 2016 WL
6661336, at *4 (D.N.J. Nov. 10, 2016) (quoting In re Ins. Brokerage, 552 F.3d at 258) (internal
citations and brackets omitted).
When considering class certification in the context of approving a settlement, a court “need
not inquire whether the case, if tried, would present intractable management problems

.

.

.

for the

proposal is that there be no trial.” In re Prudential Ins. Co. Am. Sales Practices Litig. Agent

Actions, 148 F.3d 283, 30$ (3d Cir. 199$). The other aspects of the Rule 23 requirements, “those
designed to protect absentees by blocking unwarranted or overbroad class definitions—demand
undiluted, even heightened, attention in the settlement context.” Id. (quoting Amchem Prods., Inc.
v. Windsor, 521 U.S. 591, 620 (1997)). “[Ijf a fairness inquiry under Rule 23(e) controlled
certification, eclipsing Rule 23(a) and (b), and permitting class designation despite the
impossibility of litigation, both class counsel and court would be disarmed.” Amchem Prods., Inc.,
521 U.S. at 621. As a result, class certification and the terms of the settlement must be analyzed
separately. Yedlowski, 2016 WL 6661336, at *5
6

1. The Rule 23(a) factors are Satisfied

In this instance, Lead Plaintiffs seek to certify a class of all persons who purchased or
otherwise acquired UTG securities from March 12, 2009 through April 11, 2011, and who were
allegedly damaged thereby. SAC

¶ 1. The Rule

23(a) prerequisites for the proposed class are

satisfied here.
a. Numerosity
Rule 23(a)(l) requires that the class be “so numerous that joinder of all members is
impracticable.” Fed. R. Civ. P. 23(a)(l). “No minimum number of plaintiffs is required to
maintain a suit as a class action, but generally if the named plaintiff demonstrates that the potential
number of plaintiffs exceeds 40, the first prong of Rule 23(a) has been met.” Stewart v. Abraham,
275 F.3d 220, 226-27 (3d Cir. 2001). Class Counsel represented at the Settlement Hearing that to
date, the claims administrator, Strategic Claims Services (“SCS”) has received 996 valid claims.
Accordingly, the numerosity prerequisite is satisfied.
b. Commonality
Pursuant to Rule 23(a)(2), there must be “questions of law or fact common to the class.”
Fed. R. Civ. P. 23(a)(2). This requirement is met “if the named plaintiffs share at least one question
of fact or law with the grievances of the prospective class.” In re Schering Plough Corp. ERISA
Litig., 589 F.3d 585, 596-97 (3d Cir. 2009) (quoting Baby Neal v. Casey, 43 F.3d 48, 56 (3d Cir.
1994)). Class members claims need not be identical; “demonstrating that all class members are
subject to the same harm will suffice.” Yedlowski, 2016 WL 6661336, at *5 (quoting Hassine v.
Jeffes, 846 F.2d 169, 177-78 (3d Cir. 198$)).
Lead Plaintiffs allege that the UTG Defendants made the same misrepresentations and
omissions regarding UTG’s profitability and revenues to each class member, and that ACSB’s
audits, which contained materially false statements and were not conducted pursuant to
7

professional auditing standards, also impacted each class member. These alleged omissions and
misrepresentations led class members and lead plaintiffs to purchase UTG securities.
Consequently, Lead Plaintiffs share common questions of law or fact with the proposed class.
c. Typicality

“The claims or defenses of the representative parties [must be] typical of the claims or
defenses of the class.” Fed. R. Civ. P. 23(a)(3). This prerequisite “evaluates the sufficiency of the
named plaintiff.” Hassine, 846 F.2d at 177 n.4. This requirement is satisfied if “representatives
and the class claims arise from the same event or practice or course of conduct and are based on
the same legal theory.” Brosious v. Children’s Place Retail Stores, 189 F.R.D. 138, 146 (D.N.J.
1999). In this instance, Lead Plaintiffs’ claims are typical of the class. The entire class allegedly
suffered losses because they bought shares at artificially inflated prices due to Defendants’
misrepresentations and omissions, and were allegedly damaged when the true nature of UTG’s
operations were revealed. Moreover, the class also suffered losses due to ACSB’s materially false
statements in the audit reports.
d. Adequacy

Rule 23(a)(4) requires that “the representative parties will fairly and adequately protect the
interests of the class.” Fed. R. Civ. P. 23(a)(4). To satisfy this requirement, “the named plaintiffs
interests must be sufficiently aligned with the interests of the absentees; and

[] the plaintiffs

counsel must be qualified to represent the class.” In re Gen. Motors Corp. Pick-Up Truck Fitel
Tank Prods. Liab. Litig., 55 F.3d 76$, $00 (3d Cir. 1995). Both elements are satisfied here. The
Court is not aware of any conflicts between Lead Plaintiffs and other class members, and the Rosen
Firm has extensive experience in securities class actions. See Declaration of Laurence M. Rosen
Concerning Fees and Expenses (“Rosen Fee Decl.”) Ex. A.

$

2. Rule 23(b)(3) Factors

Even if a plaintiff establishes that the Rule 23(a) prerequisites are satisfied, he must also
demonstrate that the proposed class meets the requirements necessary to certify a class under Rule
23(b).

for a Rule 23(b)(3) class, a court must find that common questions of law or fact

“predominate over any questions affecting only individual members, and that a class action is
superior to other available methods for fairly and efficiently adjudicating the controversy.” fed.
R. Civ. P. 23(b)(3). In determining whether common questions predominate, courts “focus on the
claims of liability against defendants.” Bogosian v. Gulf Oil Corp., 561 f.2d 434, 456 (3d Cir.
1977). “When common questions are a significant aspect of a case and they can be resolved in a
single action, class certification is appropriate.” Yedlowski, 2016 WL 6661336, at *7
Here, if each class member brought individual claims against Defendants he or she would
need to prove that the alleged misrepresentations and omissions caused harm. Consequently, as
with many securities class actions, “the predominance requirement is ‘readily met.” Id. at *8
(quoting Amchern, 521 U.S. at 625). Moreover, based on the valid claims returned to date, the
average claim for a class member is approximately $20,000. Thus, it would be impractical and
inefficient for a class member to bring individual claims outside the class action context in order
to recover this relatively small amount in light of litigation costs. Consequently, the requirements
for a Rule 23(b)(3) class are satisfied.
IV.

ADEQUACY OF NOTICE

Through the Order preliminarily approving the settlement, the Court ruled that the class
notice materials and the proposed method of dissemination satisfied Due Process requirements,
Rule 23, and the PSLRA. D.E. 205. The Court reaffirms its early conclusions concerning the
adequacy of notice.

9

Because Lead Plaintiffs seek both class certification and settlement approval, the Court
must consider the requirements set forth in Rule 23(c)(2) and (e). See, e.g., In re Prudential, 14$
F.3d at 326-27. For a Rule 23(b)(3) class, notice to class members must be “the best notice that is
practicable under the circumstances, including individual notice to all members who can be
identified through reasonable effort.” Fed. R. Civ. P. 23(c)(2). Such notice must be clear, concise,
and easily understood. Id. In addition, the notice must explain
(i) the nature of the action; (ii) the definition of the class certified;
(iii) the class claims, issues, or defenses; (iv) that a class member
may enter an appearance through an attorney if the member so
desires; (v) that the court will exclude from the class any member
who requests exclusion; (vi) the time and manner for requesting
exclusion; and (vii) the binding effect of a class judgment on class
members under Rule 23(c)(3).
Id. Rule 23(e) provides that when a class action is settled, “[tjhe court must direct notice in a

reasonable maimer to all class members who would be bound by the proposal.” fed. R. Civ. P.
23(e). If the notice satisfies Rule 23(c)(2), it will also satisfy Rule 23(e). Yedlowski, 2016 WL
6661336, at *8. Due Process concerns are also satisfied by the requirements of Rule 23(c)(2). Id.
The PSLRA also imposes additional notice requirements upon the settlement of a securities
class action. See 15 U.S.C.

§ 77z-l. The PSLRA requires that class members receive notice

regarding a settlement that includes the following:
1) a statement of recovery in the aggregate and on an average per share
basis;
2) a statement of the potential outcome of the case, which includes an
explanation on the average amount of damages per share;
3) a statement of attorneys’ fees or costs sought;
4) the name and contact information for at least one representative of class
counsel who can be available for questions; and
5) the reasons for settlement.
15 U.S.C.

§ 77z-1(a)(7).

1. Notice Methodology

10

The means by which notice was provided to class members here met all the requirements
of Rule 23(c)(3). Notice was sent by first class mail to 32,351 potential class members or their
nominees; this number includes the notice provided to 26$ individuals and organizations identified
in the records of UTG’s transfer agent. Declaration of Josephine Bravata (“Bravata Decl.”)

¶f 4,

6, D.E. 2 15-1. $C$ also posted a copy of the notice, claim form, and other documents relevant to
this litigation on its website and published notice electronically once on Globe Newswire and in
print once in the Investor

Business Daily. Id.

¶J 7, 10. The contents of the notice, which was

approved by this Court in its December Order, contained all the necessary information about this
class action and the settlement as required by Rule 23(c)(3) and the PSLRA. These procedures
satisfy the requirement that notice be given to all members “who can be identified through
reasonable effort.” Fed. R. Civ. P. 23(c)(3).
2. Contents of the Notice

Rule 23(c)(2) requires that class notice “contain sufficient infonnation to enable class
members to make informed decisions on whether they should take steps to protect their rights,
including objecting to the settlement or, when relevant, opting out of the class.” In re Nat ‘1
Football League Players Concussion Injury Litig., 821 F.3d 410, 435 (3d Cir. 2016) (internal

quotations omitted).

The Court-approved class notice here contained such information.

It

informed class members of (a) the nature, history and progress of the litigation; (b) the rights of
class members, including how to lodge objections and opt out of the class; (c) the proposed
settlement; (d) how to file a proof of claim; and (e) the fees and expenses sought by Lead Counsel.
See Bravata Decl. Ex. A. As a result, Rule 23(c)(2) is satisfied. The class notice here also satisfies

the requirements of the PSLRA. See 15 U.S.C.

§ 77z-1(a)(7).

11

Because the class notice methodology and contents satisfied the requirements of Rule 23,
the PSLRA, and Due Process, the Court reaffirms its finding in the Preliminary Approval Order:
the notice that was provided to potential class members was the best practical notice under the
circumstances and met all the applicable requirements. Moreover, the Court finds that the notice
plan was implemented as set forth in the Preliminary Approval Order.
V.

FINAL SETTLEMENT APPROVAL

A class action cannot be settled under Rule 23(e) without a determination that the proposed
settlement is “fair, reasonable and adequate.” In re Waijtrin
516, 534 (3d Cir. 2004).

Sodittm Antitrust

Litig., 391 F.3d

In cases where settlement negotiations precede a motion for class

certification such that class certification and settlement approval are sought at the same time, the
Third Circuit requires courts “to be even more scrupulous than usual when examining the fairness
of the proposed settlement.” Id. (quoting In re Gen. Motors, 55 F.3d at 785). At the same time,
the law encourages and favors settlement of civil actions in federal courts, particularly in complex
class actions. Id. As a result, when a settlement is reached on terms agreeable to all parties, it is
to be encouraged. Bell At!. Corp.

V.

Bolger, 2 F.3d 1304, 1314 n.16 (3d Cir. 1993).

In determining the reasonableness, fairness, and adequacy of a proposed settlement for the
purposes of Rule 23(e), courts consider the following factors, known as the Girsch factors:
1)
2)
3)
4)
5)
6)
7)
8)

the complexity, expense and likely duration of the litigation;
the reaction of the class to the settlement;
the stage of the proceedings and the amount of discovery completed;
the risks of establishing liability;
the risks of establishing damages;
the risks of maintaining the class action through the trial;
the ability of the defendants to withstand a greater judgment;
the range of reasonableness of the settlement fund in light of the best
possible recovery; and
9) the range of reasonableness of the settlement fund in light of all the
attendant risks of litigation.

12

In re Nat ‘1 football League, $21 F.3d at 437 (citing Girsh v. Jepson, 521 f.2d 153, 157 (3d Cir.
1975)). The settling parties bear the burden of establishing that the Girsh factors weigh in favor

of approval. But the ultimate decision of whether to approve a proposed settlement “is left to the
sound discretion of the district court.” Girsh, 521 F.2d at 157.
The Third Circuit also requires courts to consider whether the settlement satisfies several
additional factors, as set forth in In re Prudential Insurance Company America Sales Practice
Litigation AgentActions. See, e.g., Yedlowski, 2016 WL 6661336, at *12 (quoting In re Pet food
Prods. Liab. Litig., 629 F.3d 333, 350 (3d Cir. 2010)). The Prudential factors include:
[1] [T]he maturity of the underlying substantive issues . .; [2] the
existence and probable outcome of claims by other classes and
subclasses; [3] the comparison between the results achieved by the
settlement for individual class or subclass members and the results
achieved or likely to be achieved —for other claimants; [4] whether
class or subclass members are accorded the right to opt out of the
settlement; [5] whether any provisions for attomey& fees are
reasonable; and [6] whether the procedure for processing individual
claims under the settlement is fair and reasonable.
.

.

—

Id. In this instance, the proposed settlement satisfies the Girsh factors, as well as the relevant
Prudential factors.
1. Complexity, Expense, and Likely Duration of Litigation

The first factor considers “the probable costs, in both time and money, of continued
litigation.” In re Gen. Motors, 55 F.3d at 812 (quoting Bryan v. Pittsburgh Plate Glass Co., 494
F.2d 799, $01 (3d Cir. 1974)). “Settlement is favored under this factor if litigation is expected to
be complex, expensive and time consuming.” Yedlowski, 2016 WL 6661336, at *12 (quoting In
re Royal Dutch/Shell Transp. Sec. Litig., No. 04-374, 200$ WL 9447623, at *17 (D.N.J. Dec. 9,
200$)).

13

“federal securities class actions by definition involve complicated issues of fact and law.”
In re Royal Dittch, 2008 WL 9447623, at *y7 This observation is applies here. Lead Plaintiffs
face significant burdens to obtain class certification, survive motions for summary judgment, and
ultimately, to succeed at trial. To succeed, Lead Plaintiffs would need to retain experts to testify
as to multiple issues including loss causation, damages, auditing issues, and market efficiencies.
Settlement Approval Br. at 14-16. Moreover, this case has an additional degree of difficulty
because much of the relevant evidence is likely located in China. Gathering evidence in China for
litigation that is occurring in the United States is a difficult and expensive process. See, e.g.,
Elizabeth F ahey & Zhirong Tao, The Pretrial Discovery Process in Civil Cases: A Comparison of
Evidence Discovery Between China & the United States, 37 B.C. Int’l & Comp. L. Rev. 281, 28386 (2014). Consequently, this factor weighs in favor of approving the settlement.
2. Reaction to Settlement

The second Girsit factor “gauge[s] whether members of the class support the settlement.”
In re Prudential, 148 F.3d at 318. As such, courts look at the “number and vociferousness of the
objectors.

.

.

.

[and] generally assume[] that silence constitutes tacit consent to the agreement.” In

re Gen. Motors, 55 F.3d at 812 (quoting Bell Alt. Corp., 2 F.3d at 1313 n.15).
Here, SCS sent notice and claim forms to 32,351 potential class members or nominees.
Bravata Decl.

¶ 6. To date, not a single class member objected to any portion of the settlement

and only one class member opted out. Id.

¶ 10. Accordingly, the lack of objectors weighs in favor

of approving the settlement.2

The Court notes that some courts have suggested that the lack of objectors essentially requires a
finding that the settlement is fair and reasonable. See, e.g., In re Linerboard Antitrust Litig, 296
F. Supp. 2d 568, 578 (E.D. Pa. 2003) (“[T]his unanimous approval of the proposed settlement[]
by the class members is entitled to nearly dispositive weight in this court’s evaluation of the
proposed settlement.” (quoting Fisher Bros v. Phelps Dodge Indits., Inc., 604 F. Supp. 446, 451
2

14

3. Stage of Proceedings

The purpose of this factor is to determine “the degree of case development that class
counsel have accomplished prior to settlement.” In re Cendant Corp. Litig., 264 F.3d 201, 235
(3d Cir. 2001). “[C]ourts can determine whether counsel had an adequate appreciation of the
merits of the case before negotiating.” Id. (citing In re Gen. Motors, 55 F.3d at 813). The fact that
a case has not proceeded through discovery does not necessarily weigh against settlement
approval. “Indeed, courts in this district have approved settlements while the case was in the pre
trial stage and formal discovery had not yet commenced.” See In re Johnson & Johnson Derivative
Litig., 900 F. $upp. 2d 467, 482 (D.N.J. 2012). In addition, because this case is subject to the
PLSRA, the parties were statutorily prohibited from taking discovery while Defendants’ motions
to dismiss were pending.
In this instance, although the parties did not engage in formal discovery, Lead Plaintiffs
and Counsel sufficiently understood the applicable claims and defenses. Lead Plaintiffs hired an
investigator who conducted site visits in China and interviewed former UTG employees. Rosen
DecI.

¶

11. Lead Plaintiffs also consulted with accounting and damages experts to help evaluate

their claims and defenses. Id.

¶

12. In addition, because the UTG defendants and ACSB filed

motions to dismiss, Lead Plaintiffs were required to flesh out relevant legal issues through the
motion to dismiss briefing. Settlement Approval Br. at 18.
Importantly, the settlement proceeds here come from wasting insurance policies. See, e.g.,
Id. at 19. This means that the policy limit was reduced by payment of defense costs while the
matter was being litigated. In other words, as litigation continues less money is available to the

(E.D. Pa. 1985))). The Court does not agree with this conclusion but recognizes that the lack of
objectors provides a strong indication that the settlement is fair and reasonable.
15

class. If the parties did not settle and instead proceeded to discovery, the insurance funds available
for any potential settlement would be quickly diminished and perhaps exhausted.

Accordingly,

this factor weighs in favor of the fairness of the settlement.
4. The Risks of Establishing Liability and Damages

The purpose of these factors is to “balance the likelihood of success and the potential
damage award if the case were taken to trial against the benefits of an immediate settlement.” In
re Prudential, 148 F.3 d at 319. “By evaluating the risks of establishing liability, the district court
can examine what the potential rewards (or downside) of litigation might have been had class
counsel elected to litigate the claims rather than settle them.” In re Gen. Motors, 55 F.3d at 814.
Where there is a prospect of long, contentious, and uncertain litigation along with a lack of
evidence required to support claims in such protracted litigation, these factors weigh in favor of
approval. See In re Cendant Corp. Litig., 264 F.3d at 238.
a. Liability

Lead Plaintiffs face multiple obstacles in moving this case forward if it does not settle. As
discussed, discovery will be difficult and time consuming because much of the evidence is located
in China (particularly as to defendant UTG), and Section lOb-5 cases have difficult elements of
proof that require expert testimony. There is simply no guarantee that Lead Plaintiffs would be
successful if this matter went to trial.
b. Damages

Assuming that Lead Plaintiffs could prove liability, proving damages is also difficult in
Section 1 Ob-5 cases. Plaintiffs in Section 1 Ob-5 cases bear the burden of establishing that the
alleged misrepresentations caused their losses and damages. See, e.g., Steiner v. MedQuest Inc.,
No. 04-5487, 2006 WL 2827740, at *19 (D.N.J. Sept. 29, 2006) (“[T]o establish loss causation, a

16

claim must demonstrate that the fraudulent conduct proximately caused or substantially
contributed to causing plaintiffs economic loss.”). In addition, proof of loss causation typically
requires expert testimony. “Thus in the end, loss causation would be reduced to a ‘battle of
experts.’ The reaction of a jury to such competing expert testimony is impossible to predict.”
Settlement Approval Br. at 20. Moreover, this expert testimony would likely be expensive and,
therefore, deplete the money available from the insurance policies for defense experts. As a result,
this factor also weighs in favor of concluding that the settlement is fair and reasonable.
5. Risk of Retaining Class Certification throughout Trial

The risk of obtaining and maintaining class certification through trial also supports
approval of the settlement. As discussed, a class was not certified before the parties entered into
the preliminary settlement agreement. But if the case moved forward instead of settling, Lead
Plaintiffs would likely file a motion to certify a class, relying on expert testimony to establish that
damages can be proven on a class-wide basis. Defendants would, in turn, most likely rely on an
expert who would reach the opposite conclusion. Consequently, a motion for class certification
would also boil down to a battle of the experts. In addition, “[t]here will always be a ‘risk’ or
possibility of decertification, and consequently the court can always claim this factor weighs in
favor of settlement.” In re Prudential, 14$ f.3d at 321.
6. Defendants’ Ability to Withstand Greater Judgment

This factor “is concerned with whether defendants could withstand a judgment for an
amount significantly greater than the [s]ettlement.” In re Cendant Corp. Litig., 264 F.3d at 240
(emphasis added). UTG’s only asset in the United States is its insurance policy. “Of that policy’s
$2.5 million remaining balance, $2.0 million is being contributed to the settlement.” Settlement

Approval Br. at 23. To the extent that UTG has any assets in China, which Lead Plaintiffs contend

17

is unlikely, these funds are probably not recoverable due to the difficulty of enforcing judgments
in China. See Supplemental Brief Concerning Enforcement of Judgments in China at 2-4, D.E.
220. Similarly, ACSB was dissolved during the pendency of this litigation and its sole remaining
asset is its insurance policy. Almost half of the remaining $4.4 million in the policy will be
contributed to the common fund here.3 Settlement Approval Br. at 23. Accordingly, the settlement
encompasses virtually all of Defendants’ available funds.
Thus, these factors weighs in favor of approving the settlement.
7. The Range of Reasonableness of the Settlement Fund in Light of the Best Possible
Recovery and the Attendant Risk of Litigation

These factors aim to “evaluate whether the settlement represents a good value for a weak
case or a poor value for a strong case.” In

re

Warfarin, 391 f.3d at 538. “In conducting this

evaluation, it is recognized that settlement represents a compromise in which the highest hopes for
recovery are yielded in exchange for certainty and resolution and [courts should] guard against
demanding to[ol large a settlement based on the court’s view of the merits of the litigation.” In re
Johnson & Johnson, 900 F. Supp. 2d at 484-85 (internal quotations omitted). These factors
consider “whether the settlement is reasonable in light of the best possible recovery and the risks
the parties would face if the case went to trial.” Pro v. Hertz Equip. Rental Corp., No. 06-3830,
2013 WE 3167736, at *5 (D.N.J. June 20, 2013) (quoting In re Prudential, 14$ F.3d at 322). As
discussed, this settlement provides a good recovery to the class in light of the risks of litigation.
Moreover, because the settlement fund consists of money from two wasting insurance policies,
any further litigation will only decrease the amount of money available to the class. Consequently,
these factors also weighs in favor of settlement.

As discussed in note 1, supra, the other half ACSB’s policy is being used to settle another class
action, Dartell v. Tibet Pharmaceuticals, Inc., Civ. No. 14-3620.

‘

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8. The Relevant Prudential Factors

In this instance, the relevant Prudential factors are whether class members may opt out of
the settlement and whether the procedure for processing individual claims is fair and reasonable.4
In re Prudential, 14$ f.3d at 323-24.

Class members may opt out of the class here and the claims procedure is fair and
reasonable. As made clear in the class notice, class members may elect to opt out of the class and
were informed of the procedures to do so. See Bravata Deci. Ex. A, at 9-10. Potential class
members are required to submit claims to SCS, who assesses whether the potential member is a
valid member of the class. The claims process is standardized and Lead Counsel represented at
the Settlement Hearing that SCS provides claimants with the ability to resolve problems with their
claims if it determines that the initial submission is lacking. In addition, SCS will continue to
accept late claims if practicable, up until the time that the settlement funds are actually distributed.
Thus, the claims procedure appears to be fair and reasonable.
Having considered each of the Girsch and Prudential factors, the Court approves the
settlement as fair and reasonable.
VI.

MOTION FOR ATTORNEYS’ FEES AND EXPENSES

Lead Plaintiffs also make a claim for attorneys’ fees of one-third of the settlement amount,
or $1,368,333; reimbursement of litigation expenses; and a nominal award for the five Lead
Plaintiffs.

The fees and expenses would be paid from the settlement fund.

See generally

Attorneys’ Fees Br. In common fund cases such as this one, attorneys’ fees are typically awarded

The reasonableness of plaintiffs’ request for attorneys’ fees is another Prudential factor. Because
Lead Plaintiffs here filed a motion for attorneys’ fees along with their motion for final settlement
approval this factor will be addressed at length below. As will be discussed, the Court finds that
the requested fees and costs are reasonable. Thus this factor weighs in favor of settlement.
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through the percentage-of-recovery method. See In re Rite Aid Corp. Sec. Litig., 396 F.3d 294,
300 (3d Cir. 2005). The percentage-of-recovery method provides for attorneys’ fees by awarding
a reasonable percentage of the common fund. Id. The percentage-of-recovery method is preferred
in common fund cases because it “rewards counsel for success and penalizes it for failure.” Id.
(quoting In re Prudential, 14$ F.3d at 333).
The Third Circuit, however, suggests that when district courts use the percentage-ofrecovery method, they also employ the lodestar method to cross-check the fee and ensure that it is
reasonable. Id. at 305. “The lodestar award is calculated by multiplying the number of hours
reasonably worked on a client’s case by a reasonable hourly billing rate for such services based on
the given geographical area, the nature of the services provided, and the experience of the
attorneys.” Id.

The cross-check occurs by dividing the proposed fee award by the lodestar

calculation, resulting in a lodestar multiplier. If “the multiplier is too great, the court should
reconsider its calculation under the percentage-of-recovery method, with an eye toward reducing
the award.” Id. at 306.
A. The Percentage-of-Recovery Method

As discussed, Lead Counsel seeks a fee award of one-third of the settlement fund. When
analyzing a fee award under the percentage-of-recovery method, courts consider several factors,
including:
1) the size of the fund created and the number of persons benefitted;
2) the presence or absence of substantial objections by members of the class
to the settlement terms and/or fees requested by counsel;
3) the skill and efficiency of the attorneys involved;
4) the complexity and duration of the litigation;
5) the risk of nonpayment;
6) the amount of time devoted to the case by plaintiffs’ counsel; and
7) the awards in similar cases.

20

Id. at 301 (citing Gunter v. Ridgewood Energy Corp., 223 F.3d 190, 195 n.l (3d Cir. 2000)). The

list is not exhaustive. Yedlowski, 2016 WL 6661336, at *19. As such, in In re Prudential, the
Third Circuit enumerated three additional factors that may be relevant. Id. The additional factors
are:
1) the value of benefits accruing to class members attributable to the efforts of class
counsel as opposed to the efforts of other groups, such as government agencies
conducting investigations;
2) the percentage fee that would have been negotiated had the case been subject to
a private contingent fee agreement at the time counsel was retained; and
(3) any “innovative” terms of settlement.
Id. (quoting In re Prudential, 148 f.3d at 338-40). A court, however, need not apply these factors

“in a formulaic way because each case is different.” Id. (quoting In re Rite Aid, 396 F.3d at 301).
Here, because the Gttnter factors substantially overlap with the Girsch factors, the Court
will refer to its earlier findings when reviewing the fee application. An analysis of these factors
supports the requested one-third fee award.
1. The Size of the Fund and the Benefit to Class Members

For this factor, courts “consider the fee request in comparison to the size of the fund created
and the number of class members to be benefitted.” Id. at *20 (quoting Rowe v. El. DuPont de
Nernours & Co., Nos. 06-1810, 06-3080, 2011 WL 3837106, at *18 (D.N.J. Aug. 26, 2011)). A

smaller fund does not necessarily equate to a smaller percentage award. In fact,
because of fixed costs and economies of scale, attorneys’ fees and costs do not
increase dollar-for-dollar with the size of the case. Thus, it takes a greater
percentage of the settlement to support litigation in a smaller case.
Id.
This is a relatively small securities class action.

In addition, the average percentage of

estimated damages that were recovered through securities class action settlements in 2016 was

nine percent. See Securities Class Action Settlements 2016 Review & Analysis, at 1, Rosen Decl.
21

Ex. 3; see also In re Par Pharm. Sec. Litig., No. 06-3226, 2013 WL 3930091, at *2 (D.N.J. July
29, 2013) (approving settlement with total sum of $8.1 million, which amounted to approximately
7% of class-wide damages).

Here, total maximum damages are optimistically valued at

approximately $45 million. The settlement fund is $4.5 million.

Attorneys’ Fees Br. at 7.

However, at the Settlement Hearing, Lead Counsel represented that SCS has only received 996
valid claims and expects only half of the 265 deficient claims to be validated. Consequently,
although this is a relatively small settlement fund, the small amount of class members ensures that
each class member will receive a proportionally larger payment. Thus, this factor supports the fee
request.

2. Objections to the fee Request

In this instance, class notice informed potential class members that Lead Counsel was
seeking an award of up to one-third of the settlement fund. The notice also advised class members
that they could object to the settlement and explained the procedure to do so. Bravata Decl.

¶ 6,

Ex. A. To date, no class member has objected to the requested fees and/or expenses and only one
class member has opted out of the settlement. Id.

¶

12-13. Accordingly, the reaction from the

class supports the fee request.

3. The skill and efficiency of the attorneys involved

“Lead Counsel’s skill and efficiency is ‘measured by the quality of the result achieved, the
difficulties faced, the speed and efficiency of the recovery, the standing, experience and expertise
of the counsel, the skill and professionalism with which counsel prosecuted the case and the
performance and quality of opposing counsel.” Yedlowski, 2016 WL 6661336, at *20 (quoting
Hallv. AT&TliobilityLLC, No. 07-5325, 2010 WL 4053547, at *19 (D.N.J. Oct. 13, 2010)). In

22

addition, “[t]he quality and vigor of opposing counsel” is relevant when evaluating the quality of
services rendered by Lead Counsel. Id. at *21.
Here, as set forth in its firm resume, the Rosen firm is experienced in the complex field of
securities fraud class action litigation. See Rosen Fee Deci. Ex. 2-A. Moreover, courts have
recognized that the Rosen Firm “has extensive experience navigating the particular complexities
of litigation with Chinese companies.” Khunt v. Alibaba Grp. Holding Ltd., 102 F. Supp. 3d 523,
540 (S.D.N.Y. 2015). The performance and quality of defense counsel is also high. Thus, the
competence of opposing counsel demonstrates that Lead Counsel prosecuted this case with skill
and efficiency. Therefore, this factor also supports the fee request.
4. The complexity and duration of the litigation

The fourth factor captures “the probable costs, in both time and money of continued
litigation.” In re Gen. Motors, 55 F.3d at $12 (quoting Biyan, 494 F.2d at $01). As discussed, the
settlement fund is financed through wasting insurance policies. Any continued litigation would
decrease the amount of money available for settlement and attorneys’ fees. Moreover, due to the
complexity and nature of securities litigation, any further litigation would likely be time
consuming as well as expensive due to the need for experts. In light of the potential length, the
likely additional costs of this securities class action, and the fact that the Defendants have wasting
insurance policies, a one-third fee is reasonable.
5. The risk of nonpayment

“Courts across the country have consistently recognized that the risk of receiving little or
no recovery is a major factor in considering an award of attorneys’ fees.” Yedtowski, 2016 WL
6661336, at *21. This risk of no recovery “is especially high in securities class actions, as they
are ‘notably difficult and notoriously uncertain.” Id. (quoting Tn ef v. Dun & Bnadstreet Corp.,

23

$40 F. Supp. 277, 281 (S.D.N.Y. 1993)). In this instance, Lead Counsel undertook this action on
a contingency basis with no guarantee that it would be compensated for its time or expenses.
Attorneys’ Fee Br. at 11. In addition, there was an increased risk here because much evidence was
located in China as were many of the Defendants. As noted, China does not enforce judgments
from the United States.
6. The amount of time devoted to the case by plaintiffs’ counsel

The sixth factor considers the time that counsel devoted to this litigation. Gtmnter, 223 f.3d
at 199. While this factor will be addressed in the Court’s discussion of the lodestar cross-check,
the 941 hours that Lead Counsel devoted to this case appears reasonable.
7. The awards in similar cases

The one-third fee is within the range of fees typically awarded within the Third Circuit
through the percentage-of-recovery method; the Circuit has observed that fee awards generally
range from 19% to 45% of the settlement fund. See In re Gen. Motors, 55 f.3d at 822. “for
smaller securities fraud class actions, ‘courts within this Circuit have typically awarded attorneys’
fees of 30% to 35% of the recovery, plus expenses.” Yedlowski, 2016 WL 6661336, at *22
(quoting In re Ravisent Techs., Inc. Sec. Litig., No. 00-1014, 2005 WL 906361, at *11 (E.D. Pa.
Apr. 18, 2005)). Thus, the requested fee in this matter is within the normal range.
8. The Recovery is Solely Attributable to the Efforts of Class Counsel

When Lead Plaintiffs filed their initial complaint in this case, no governmental or other
actions related to UTG were pending. But after this litigation commenced and briefing on the first
motion to dismiss was complete, the SEC filed a settled complaint against certain UTG
Defendants. The UTG Defendants who were involved in the SEC investigation admitted no
wrongdoing and collectively paid less than $1 million in fines. Attorneys’ fees Br. at 14. Lead

24

Plaintiffs had no prior knowledge of this SEC investigation, which was filed approximately two
years afier the case was commenced. At the settlement hearing, Lead Counsel noted that the only
benefit it received from the SEC investigation was that it learned that the $40 million that UTG
had raised was transferred to different accounts in China. Moreover, the settling defendants did
not admit fault in the SEC case. Consequently, the Court does not find that the SEC action led to
this settlement other than informing Lead Plaintiffs that they were unlikely to ever recover the $40
million.
In addition, a PCAOB action against ACSB and Svoboda was announced in November
2013. Much like the SEC action, these Defendants accepted a $10,000 sanction but neither
admitted nor denied any wrongdoing. At the settlement hearing, Lead Counsel noted that the only
benefit it received from the PCAOB action was that the PCAOB alleged that ACSB back-dated
documents, which would help Lead Plaintiffs establish scienter for the auditor defendants.
Overall, however, recovery with the auditor Defendants is attributable to the efforts of Lead
Counsel.
9. The Percentage Fee is Consistent with Contingent Fee Arrangements in Privately
Negotiated Non-Class Litigation

A one-third fee is consistent with fee awards in non-class cases. See Yedlowski, 2016 WL
6661336, at *23. In individual cases, “the customary contingent fee would likely range between
30 and 40 percent of the recovery.” Id. Consequently, this factor also supports Lead Counsel’s
fee request.
B. LODESTAR CROSS-CHECK

The lodestar cross-check “ensures that the proposed fee award does not result in counsel
being paid a rate vastly in excess of what any lawyer could reasonably charge per hour, thus
avoiding a ‘windfall’ to lead counsel.” In re Cendant Corp. Litig., 264 f.3d at 285. Again, to
25

perform the cross-check, a court divides the proposed fee award by the lodestar calculation,
resulting in a lodestar multiplier. In re AT&T, 455 f.3d at 164.
Had the Rosen firm been paid an hourly rate, it would hypothetically receive $606,587 for
941.21 hours, with a blended hourly rate of $644. See Rosen Fee Decl.

¶ 4. While the blended

hourly rate here is on the higher end of the spectrum, the Court recognizes that it is based upon a
reasonable hourly rate for such services given the geographical area, the nature of the services
provided, and the experience of each attorney. Moreover, the hours expended in this matter were
reasonable; among other things, the Rosen Firm researched and investigated the facts and claims
in this case, prepared the Complaint and three Amended Complaints, drafted opposition briefs for
multiple motions, hired an investigator to obtain information in China, prepared for and attended
mediation, and drafted documents related to settlement. Attorneys’ Fees Br. at 16-17.
In this instance, the lodestar cross-check results in a multiplier of 2.24. Rosen Fee Dec.

¶

5. Again, while on the higher end of the spectrum, it is within the range of reasonable multipliers
that have been approved in this Circuit. “[M]ultiples ranging from one to four are frequently
awarded in common fund cases when the lodestar method is applied.” Yedtowski, 2016 WL
6661336, at *19. However, the Court acknowledges that although in the early stages of litigation,
Lead Counsel has expended many hours through, for example, its investigation in China and
opposing numerous motions to dismiss. In addition, pursuant to the PLSRA, Lead Counsel was
prohibited in engaging in formal discovery while the motions to dismiss were pending. In light of
these facts, the Court finds that the lodestar cross-check demonstrates that the requested fee award
here is reasonable.
C. LEAD COUNSEL’S REQUEST FOR REIMBURSEMENT OF FEES

26

“Counsel in common fund cases is entitled to reimbursement of expenses that were
adequately documented and reasonably and appropriately incurred in the prosecution of the case.”
In re Cendant Corp., 232 F. Supp. 2d 327, 343 (D.N.J. 2002). Class notice here stated that Lead

Counsel may seek reimbursement for expenses not to exceed $80,000. Bravata Deci. Ex. A at 2.
Nobody opposed the proposed request for expenses. Id.

¶

13.

Through their motion, Lead Counsel now seeks to be reimbursed for $67,552.15 of
litigation expenses that it incurred.

Lead Counsel’s request is supported with adequate

documentation; approximately $50,700 of the expenses are associated with expert fees and the
private investigation in China, $7,300 was incurred from the mediation, and the remaining $9,000
includes online legal research fees, press releases, translation, and miscellaneous fees. Rosen fee
Decl.

¶ 6.

These fees are all properly charged to the class. Yedlowski, 2016 WL 6661336, at *23.

The Court finds that these expenses are reasonable and will award the requested amount of
$67,552.12 to Lead Counsel.
U. LEAD PLAINTIFF AWARD

Finally, Lead Counsel requests an award of $4,000 for each Lead Plaintiff, or a total of
$20,000, to compensate them for the time devoted to this case over the last six years. Attorneys’
Fees Br. at 19. The PSLRA does not specifically provide for incentive awards to lead plaintiffs
but does acknowledge that “[n]othing in this paragraph shall be construed to limit the award of
reasonable costs and expenses (including lost wages) directly relating to the representation of the
class to any representative party serving on behalf of a class.” 15 U.S.C.

§ 7$u-4(a)(4).

In addition,

“the Third Circuit favors encouraging class representatives, by appropriate means, to create
common funds and to enforce laws—even approving ‘incentive awards’ to class representatives.”
In re Schering-Plough Corp., 2013 WL 5505744, at *56.

27

Lead Counsel argues that the Lead Plaintiffs should each receive a $4,000 award because
collectively, they spent more than 150 hours reviewing pleadings, discussing the case with Lead
Counsel, and independently following developments regarding UTG. Rosen Decl. Exs. 5-9. In
addition, Class Notice informed potential class members that Lead Plaintiffs were seeking this
award and to date, no objections have been received. Bravata Decl.

¶ 13, Ex. A. Lead Counsel

contends that this request is reasonable and that others courts have approved similar awards for
Lead Plaintiffs’ efforts. See, e.g., Yedlowski, 2016 WL 6661336, at *24.
Although Lead Plaintiffs engaged in the type of activities that warrant reimbursement, the
Court is concerned by the disparity between the hours spent on this case amongst the individual
Lead Plaintiffs. Specifically, Lead Plaintiffs’ efforts range from 25 to 45 hours. Rosen Decl. Ex.
5-9. Due to this large range, each Lead Plaintiffs award will be based on the hours he or she
devoted to this case. As a result, P. Van Hove BVBA and Pascal Van Hove GCV will collectively
receive $3,200; John Thollon will receive $4,500; Michael Zabinski will receive $2,500; Jean
Doyle will receive $3,000; and Mark Larosa will receive $3,300.
VII.

CONCLUSION

In sum, Lead Plaintiffs’ motion for final approval of the settlement {D.E. 211] is
GRANTED. Subject to modifications to the Lead Plaintiffs’ award, the motion for attorneys’ fees

[D.E. 212] is also GRANTED. An appropriate form of Order accompanies this Opinion.
Dated: June 26, 2017

John Michael Vazque4J.)).J.

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