Villella et al v. Chemical & Mining Co. of Chile Inc. et al
FINAL JUDGMENT: This Judgment incorporates by reference the definitions in the Stipulation, and all capitalized terms used herein shall have the same meanings as set forth in the Stipulation, unless otherwise set forth herein. The Court finds tha t Defendant has satisfied its financial obligations under the Stipulation by paying or causing to be paid $62,500,000.00 to the Settlement Fund, in accordance with paragraph of the Stipulation. The Settling Parties are hereby authorized, with out further approval of the Court, to unanimously agree to and adopt in writing amendments, modifications, and expansions of the Stipulation, provided that such amendments, modifications, and expansions of the Stipulation are not materially inconsistent with this Judgment, and do not materially limit the rights of the Members of the Class under the Stipulation. (As further set forth in this Order.) (Signed by Judge Edgardo Ramos on 4/26/2021) (cf)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
MEGAN VILLELLA, Individually and on
Behalf of All Others Similarly Situated,
CHEMICAL AND MINING COMPANY OF :
CHILE INC., et al.,
Civil Action No. 1:15-cv-02106-ER-GWG
[PROPOSED] FINAL JUDGMENT
On the 2nd day of April, 2021, a hearing having been held before this Court to determine: (1)
whether the proposed Settlement of the Litigation on the terms and conditions provided for in the
Stipulation of Settlement dated December 11, 2020 (the “Stipulation”) is fair, reasonable, and
adequate to the Class and should be approved by the Court; (2) whether a Judgment, as provided in
¶1.11 of the Stipulation, should be entered; (3) whether the proposed Plan of Allocation should be
approved; (4) whether and in what amount to award Lead Counsel fees and costs, charges, and
expenses; and (5) whether and in what amount to award Lead Plaintiff its costs and expenses in
representing the Class; the Court having considered all matters submitted to it at the hearing and
otherwise; it appearing that a notice of the hearing substantially in the form approved by the Court
(the “Notice”) was provided to all individuals and entities, reasonably identifiable, who purchased or
otherwise acquired SQM ADSs between June 30, 2010 and March 18, 2015, inclusive, as shown by
the records compiled by the Claims Administrator in connection with its providing of the Notice, at
the respective addresses set forth in such records, and that a Summary Notice of the hearing
substantially in the form approved by the Court was published pursuant to the Order Preliminarily
Approving Settlement and Providing for Notice (“Preliminary Approval Order”) as set forth in the
Declaration of Ross D. Murray, and the Supplemental Declaration of Ross D. Murray; the Court
having considered and determined the fairness and reasonableness of the award of attorneys’ fees
and costs, charges and expenses requested by Lead Counsel and the request for Lead Plaintiff’s costs
and expenses; and all capitalized terms not otherwise defined herein having the meanings set forth
and defined in the Stipulation.
NOW THEREFORE, IT IS HEREBY ORDERED THAT:
This Judgment incorporates by reference the definitions in the Stipulation, and all
capitalized terms used herein shall have the same meanings as set forth in the Stipulation, unless
otherwise set forth herein.
This Court has jurisdiction over the subject matter of the Litigation and over all
parties to the Litigation, including all Members of the Class.
Excluded from the Class is any Person who would otherwise be a Member of the
Class but who validly and timely requested exclusion in accordance with the requirements set by the
Court, of which there are none.
Pursuant to Federal Rule of Civil Procedure 23, the Court hereby approves the
Settlement set forth in the Stipulation and finds that:
in light of the benefits to the Class and the complexity and expense of further
litigation, said Stipulation and the Settlement contained therein, are, in all respects, fair, reasonable,
and adequate and in the best interest of the Class;
Lead Plaintiff and Lead Counsel have adequately represented the Class;
there was no collusion in connection with the Stipulation;
the Stipulation was the product of informed, arm’s-length negotiations among
competent, able counsel;
the relief provided for the Class is adequate, having taken into account (i) the
costs, risks, and delay of trial and appeal; (ii) the effectiveness of any proposed method of
distributing relief to the Class, including the method of processing Class Members’ Claims, (iii) the
terms of any proposed award of attorneys’ fees, including timing of payment; and (iv) any agreement
required to be identified under Federal Rule of Civil Procedure 23(e)(2);
the proposed Plan of Allocation treats Class Members equitably relative to
each other; and
the record is sufficiently developed and complete to have enabled Lead
Plaintiff and Defendant to have adequately evaluated and considered their positions.
Accordingly, the Court authorizes and directs implementation and performance of all
the terms and provisions of the Stipulation, as well as the terms and provisions hereof. Except as to
any individual claim of those Persons who have validly and timely requested exclusion from the
Class, the Court hereby dismisses the Litigation and all Released Claims asserted therein with
prejudice. The Settling Parties are to bear their own costs, except as and to the extent provided in the
Stipulation and herein.
The releases as set forth in ¶¶4.1-4.4 of the Stipulation (the “Releases”), together with
the definitions contained in ¶¶1.1-1.31 relating thereto, are expressly incorporated herein in all
respects. The Releases are effective as of the Effective Date.
Upon the Effective Date, and as provided in the Stipulation, Lead Plaintiff shall, and
each and every Releasing Plaintiff Party shall be deemed to have, and by operation of this Judgment
shall have, fully, finally, and forever waived, released, relinquished, discharged, and dismissed each
and every one of the Released Claims (including Unknown Claims) against each and every one of
the Released Defendant Parties, and shall forever be barred and enjoined from commencing,
instituting, prosecuting, or maintaining any and all of the Released Claims against any and all of the
Released Defendant Parties, whether or not such Releasing Plaintiff Parties execute and deliver the
Proof of Claim and Release form or shares in the Net Settlement Fund. Lead Plaintiff and each
Releasing Plaintiff Party are bound by this Judgment, including, without limitation, the release of
claims as set forth in the Stipulation. The Released Claims are hereby compromised, settled,
released, discharged, and dismissed as against the Released Defendant Parties on the merits and with
prejudice by virtue of the proceedings herein and this Judgment. Claims to enforce the terms of the
Stipulation or any order of the Court in the Litigation are not released.
Upon the Effective Date, and as provided in the Stipulation, each of the Releasing
Plaintiff Parties and anyone claiming through or on behalf of any of them, will be forever barred and
enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other
proceeding in any court of law or equity, arbitration tribunal, or administrative forum, asserting any
of the Released Claims against any of the Released Defendant Parties. Claims to enforce the terms
of the Stipulation are not released.
Upon the Effective Date, and as provided in the Stipulation, each of the Released
Defendant Parties shall be deemed to have, and by operation of this Judgment shall have, fully,
finally, and forever released, relinquished, and discharged all Released Defendant’s Claims
(including Unknown Claims) against the Lead Plaintiff, each and all of the Class Members, and Lead
Plaintiff’s Counsel. Claims to enforce the terms of the Stipulation or any order of the Court in the
Litigation are not released.
The Notice of Pendency and Proposed Settlement of Class Action given to the Class
was the best notice practicable under the circumstances, including the individual Notice to all
Members of the Class who could be identified through reasonable effort. Said Notice provided the
best notice practicable under the circumstances of those proceedings and of the matters set forth
therein, including the proposed Settlement set forth in the Stipulation, to all Persons entitled to such
notice, and said Notice fully satisfied the requirements of Federal Rule of Civil Procedure 23, the
Private Securities Litigation Reform Act of 1995 (the “PSLRA”), the requirements of due process,
and any other applicable law. No Class Member is relieved from the terms of the Settlement,
including the Releases provided for therein, based upon the contention or proof that such Class
Member failed to receive actual or adequate notice. A full opportunity has been offered to the Class
Members to object to the proposed Settlement and to participate in the hearing thereon. The Court
further finds that the notice provisions of the Class Action Fairness Act, 28 U.S.C. §1715, were fully
discharged and that the statutory waiting period has elapsed. Thus, the Court hereby determines that
all Members of the Class are bound by this Judgment.
Any Plan of Allocation submitted by Lead Counsel or any order entered regarding
any attorneys’ fee and expense application shall in no way disturb or affect this Judgment and shall
be considered separate from this Judgment. Separate orders shall be entered regarding approval of
the Plan of Allocation and Lead Counsel’s application for an award of attorneys’ fees and expenses,
and an award of costs and expenses to Lead Plaintiff.
Any appeal or any challenge affecting the approval of (a) the Plan of Allocation
submitted by Lead Counsel and/or (b) this Court’s approval regarding any attorneys’ fee and
expense applications, including any award to Lead Plaintiff, shall in no way disturb or affect the
finality of the other provisions of this Judgment nor the Effective Date of the Settlement.
Neither this Judgment, 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, or evidence of, the
validity of any Released Claim, or of any liability, negligence, fault, or other wrongdoing of the
Defendant or its Related Parties, or (b) is, or may be deemed to be, or may be used as an admission
of, or evidence of, any fault or omission of Defendant or its Related Parties in any civil, criminal, or
administrative proceeding in any court, administrative agency, or other tribunal. Defendant and/or
its Related Parties may file the Stipulation and/or this Judgment from this Litigation in any other
action in order to support a defense or counterclaim based on principles of res judicata, collateral
estoppel, release, good faith settlement, judgment bar or reduction, or any theory of claim preclusion
or issue preclusion or similar defense or counterclaim.
The Court finds that Defendant has satisfied its financial obligations under the
Stipulation by paying or causing to be paid $62,500,000.00 to the Settlement Fund, in accordance
with ¶2.2 of the Stipulation.
Without affecting the finality of this Judgment in any way, this Court hereby retains
continuing jurisdiction over Defendant, Lead Plaintiff, and Class Members for all matters relating to
the administration, interpretation, effectuation, or enforcement of the Stipulation and this Judgment,
including administering and distributing Settlement proceeds to the Members of the Class.
The Court finds that during the course of the Litigation, the Settling Parties and their
respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure 11
as to any complaint, responsive pleading, dispositive motion, or other filing.
In the event that the Settlement does not become effective in accordance with the
terms of the Stipulation, or the Effective Date does not occur, or in the event that the Settlement
Fund, or any portion thereof, is returned to the Defendant, then this Judgment shall be rendered null
and void to the extent provided by and in accordance with the Stipulation and shall be vacated and
may not be introduced as evidence or reflected in any action or proceeding by any person or entity.
In such event, all orders entered and releases delivered in connection herewith shall be null and void
to the extent provided by and in accordance with the Stipulation, and the Settling Parties shall revert
to their respective positions in the Litigation as of November 11, 2020, as provided in the
The Settling Parties are hereby authorized, without further approval of the Court, to
unanimously agree to and adopt in writing amendments, modifications, and expansions of the
Stipulation, provided that such amendments, modifications, and expansions of the Stipulation are not
materially inconsistent with this Judgment, and do not materially limit the rights of the Members of
the Class under the Stipulation.
Without further order of the Court, the Settling Parties may agree to reasonable
extensions of time to carry out any of the provisions of the Stipulation.
This Litigation and all Released Claims are dismissed with prejudice. The parties are
to bear their own costs, except as otherwise agreed to in writing by the Settling Parties or as
otherwise provided in the Stipulation or this Judgment.
There is no reason for delay in the entry of this Judgment and the Court expressly
directs immediate entry of this Judgment by the Clerk of the Court.
IT IS SO ORDERED.
April 26, 2021
THE HONORABLE EDGARDO RAMOS
UNITED STATES DISTRICT JUDGE
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