united states district court northern district of …classaction.kccllc.net/documents/wgh0001/decl....

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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

IN RE WALGREEN CO. STOCKHOLDER LITIGATION

: : : : : : : : : :

Civil Action No. 1:14-cv-09786 CLASS ACTION Judge Joan B. Gottschall November 20, 2015 Hearing Date

DECLARATION OF MARK B. GOLDSTEIN

1. I am an attorney at the law firm of Pomerantz LLP, and I am one of the attorneys

representing Plaintiffs and the Settlement Class in the above-captioned litigation. I make this

Declaration, based on personal knowledge of which I am competent to testify, in connection with

the Memorandum of Law in Support of Plaintiffs’ Unopposed Motion for an Award of Attorneys’

Fees and Expenses and the Memorandum of Law in Support of Plaintiffs’ Unopposed Motion for

Final Approval of the Class Action Settlement.

2. Attached hereto as Exhibit A is a true and correct copy of the Proposed Order and

Final Judgement.

3. Attached hereto as Exhibit B is a true and correct copy of the letter of objection

from Paul Copeland.

4. Attached hereto as Exhibit C is a true and correct copy of the Karen Sloan National

Law Journal article: $1,000 Per Hour Isn’t Rare Anymore dated January 13, 2014.

5. Attached hereto as Exhibit D is a true and correct copy of In re Platinum &

Palladium Commod. Litig., 828 F. Supp 2d 588 (S.D.N.Y. 2011).

Case: 1:14-cv-09786 Document #: 47 Filed: 10/30/15 of 3 PageID #:648

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6. Attached hereto as Exhibit E is a true and correct copy of the order and final

judgement in Nicols v. SmithKline Beecham Corp., No. 00-6222 (E.D. Pa. Apr. 22, 2005).

7. Attached hereto as Exhibit F is a true and correct copy of the order and final

judgement in Nichting v. DPL, Inc., No. 3:11-cv-141 (S.D. Ohio Feb. 24, 2012).

8. Attached hereto as Exhibit G is a true and correct copy of the order and final

judgement in In re GeoEye, Inc., S’holder Litig., No. 1:12-cv-00826 (E.D. Va. Sept. 6, 2013).

9. Attached hereto as Exhibit H is a true and correct copy of the order and final

judgement in Denney v. Wallace et. al., No. 2:10-cv-10-1154 (W.D. Pa. Sept. 9, 2011).

10. Attached hereto as Exhibit I is a true and correct copy of the order and final

judgement in County of York Emps. Ret. Plan v. Merrill Lynch & Co., Inc., No. C.A. 4066-VCN

(Del. Ch. Aug. 31, 2009).

11. Attached hereto as Exhibit J is a true and correct copy of the order and final

judgement in Stein v. Pactiv Corp., No. 10-CH-35455 (Cook Cnty. Ill. Cir. Ct. Apr. 28, 2011).

12. Attached hereto as Exhibit K is a true and correct copy of the order and final

judgment in IBEW Local 164 Pension Fund v. Hewitt Assocs., Inc., No. 10 CH 31612 (Cook

Cnty. Ill. Cir. Ct. Feb. 15, 2011).

13. Attached hereto as Exhibit L is a true and correct copy of the order and final

judgement in Monzenter v. Nalco Holding Co., et al., Case No. 2011-MR-001043 (Du Page

Cnty. Ill. Cir. Ct. June 20, 2012).

14. Attached hereto as Exhibit M is a true and correct copy of the order and final

judgement in Nicholas v. Telular Corp., et al., Case No. 13 CH 11752 (Cook Cnty. Ill. Cir. Ct.

2013).


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15. Attached hereto as Exhibit N is a true and correct copy of the order and final

judgement in Sullivan v. Taylor Capital Group, Inc., et al., Case No. 13-CH-18546 (Cook Cnty.

Ill. Cir. Ct. 2014).

I declare under penalty of perjury of the laws of the United States that the foregoing is

true and correct. Executed this 30th day of October, 2014 in Chicago, Illinois.

/s/ Mark B. Goldstein___________________ MARK B. GOLDSTEIN

Dated: October 30, 2015


UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF ILLINOIS

IN RE WALGREEN CO. STOCKHOLDERLITIGATION

::::::

Civil Action No. 1:14-cv-09786

[PROPOSED] AMENDED ORDER AND FINAL JUDGMENT

A hearing having been held before this Court on ________________, 2015 to determine

whether the terms and conditions of the Stipulation of Settlement, dated July 2, 2015, 2015 (the

“Stipulation”), and the terms and conditions of the settlement proposed in the Stipulation (the

“Settlement”) are fair, reasonable, and adequate for the settlement of all claims asserted in the

above-captioned shareholder class action (“Action”); and whether the Settlement should be

approved by this Court and the Amended Order and Final Judgment should be entered herein;

and the Court having considered all matters submitted to it at the hearing and otherwise;

NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED this

___ day of __________, 2015, AS FOLLOWS,

1. This Amended Order and Final Judgment (“Judgment”) incorporates and makes

part hereof the Stipulation filed with this Court on July 2, 2015, including the exhibits thereto.

Unless otherwise defined in this Judgment, the capitalized terms in the Judgment have the same

meaning as they have in the Stipulation.

2. This Court has jurisdiction over the subject matter of the Action and over all

parties to the Action, including all members of the Settlement Class.

3. The dissemination of the Notice pursuant to and in the manner prescribed in the

Order on Preliminary Approval of Class Action Settlement and Class Certification entered on

July 14, 2015 (the “Preliminary Approval Order”), according to the proof of such dissemination

Case: 1:14-cv-09786 Document #: 47-1 Filed: 10/30/15 Page 1 of 9 PageID #:651

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of the Notice to the Class filed with the Court by counsel for Walgreens Boots Alliance, Inc.

(“WBA”) on _________________, 2015, is hereby determined to be appropriate and reasonable

notice under the circumstances, satisfying Fed. R. Civ. P. 23 (“Rule 23”), due process, and

applicable law.

4. The Court finds that the Class Action is a proper class action, for settlement

purposes only, and hereby certifies the Action as a class action under Rules 23(a) and (b)(1)

and/or (b)(2) on behalf of the following non-opt-out class (the “Settlement Class”):

all record holders and beneficial holders of any shares of common stock ofWalgreen Co. (“Walgreen”) and any and all of their successors in interest,predecessors, representatives, trustees, executors, administrators, heirs,assigns or transferees, immediate and remote, and any Person or entityacting for or on behalf of, or claiming under, any of them, and each ofthem, at any time between and including August 5, 2014 and December31, 2014 (the date of the closing of the Reorganization and Step 2Acquisition) (the “Class Period”), excluding Defendants, members of theimmediate families of the Individual Defendants, and any Person, firm,trust, corporation or other entity related to, controlled by, or affiliatedwith, any Defendant, and the legal representatives, heirs, successors, andassigns of any such excluded persons.

5. Specifically, the Court finds, for the sole purpose of settlement, that: (a) the

Settlement Class is so numerous that joinder of all members is impracticable, thus Rule 23(a)(1)

is satisfied; (b) there are questions of fact or law common to the Settlement Class, thus Rule

23(a)(2) is satisfied; (c) the claims of James Hays and Richard Potocki, the conditionally

certified Class Representatives, are typical of the claims of the Settlement Class, thus Rule

23(a)(3) is satisfied; (d) Plaintiffs and their counsel have and will fairly and adequately protect

the interests of the Settlement Class, thus Rule 23(a)(4) is satisfied; and (e) in accordance with

Rule 23(b)(1), a class action provides a fair and efficient method for adjudication of the

controversy because the prosecution of separate actions by individual members of the Settlement

Class would create a risk of inconsistent adjudications that would establish incompatible


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standards of conduct for Defendants, and/or, as a practical matter, the disposition of the Action

will influence the disposition of any pending or future identical cases brought by other members

of the Settlement Class; and/or (f) in accordance with Rule 23(b)(2), the Action alleges that

Defendant acted or refused to act on grounds that apply generally to the Settlement Class, so that

final injunctive relief is appropriate respecting the Settlement Class as a whole.

6. The Court hereby certifies, for settlement purposes only, Plaintiffs Hays and

Potocki as Class Representatives, and their counsel, Pomerantz LLP (the “Pomerantz Firm”),

Friedman Oster PLLC (“Friedman Oster”), and Levi & Korsinsky LLP (“Levi & Korsinsky”) as

Class Counsel.

7. The Court approves the Stipulation and the Settlement set forth therein as fair,

reasonable, adequate, and in the best interests of Plaintiffs and the other members of the

Settlement Class. The Stipulation and the terms of the Settlement as described in the Stipulation

are hereby approved in their entirety. The Parties to the Stipulation are hereby authorized and

directed to consummate the Settlement in accordance with the terms and provisions of the

Stipulation.

8. The Action and all of the claims alleged therein are hereby dismissed on the

merits with prejudice as to all Defendants as against Plaintiffs and all members of the Settlement

Class, with no costs awarded to any Party expect as provided herein.

9. Upon entry of the Judgment, Plaintiffs and members of the Settlement Class shall

be deemed to have fully, finally, and forever settled, released, discharged, extinguished, and

dismissed with prejudice, completely, individually, and collectively, the Settled Claims

(including Unknown Claims) against the Released Persons and shall forever be enjoined from


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prosecuting such claims; provided, however, that such release shall not affect any claims to

enforce the terms of the Stipulation or the Settlement.

(a) “Settled Claims” means all known and unknown claims, demands, rights,

actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, fees,

expenses, costs, penalties, sanctions, matters and issues of every nature and description

whatsoever, whether legal, equitable, or any other type, whether or not concealed, hidden

or undisclosed, matured or unmatured, that have been, could have been, or in the future

can or might be, asserted by or on behalf of Plaintiffs, the Company (whether by the

Company or any shareholder or other Person derivatively on behalf of the Company), or

any Settlement Class members in their capacity as shareholders, including class,

derivative, individual or other claims, in state or federal court, and, based upon, arising

from, or related to the disclosure claims or disclosure allegations in, and the settlement

of, the Actions including, but not limited to, disclosure claims or disclosure allegations

based upon, arising from, or related to: (i) the contents of the Proxy or the S-4; (ii)

solicitation of shareholder support for the Reorganization and Step 2 Acquisition; (iii) the

fiduciary obligations, if any, of the Defendants or Released Persons in connection with

the solicitation of shareholder support for the Reorganization and Step 2 Acquisition; and

(iv) the fees, expenses, or costs incurred in prosecuting, defending, or settling the

Actions, other than as provided in this Stipulation; provided, however, that Settled

Claims shall not include (a) any claims to enforce the Settlement or to enforce any award

of attorneys’ fees and reimbursement of expenses pursuant to the Settlement or (b) any of

the claims or allegations asserted in the currently pending consolidated action captioned

Washtenaw County Employees’ Retirement System v. Walgreen Co., et al., Civil Action


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No. 1:15-cv-03187-SJC-MMR, including any of the individual actions consolidated

thereunder, to the extent such claims are not based on alleged misstatements or omissions

contained in the November 23, 2014 Schedule 14A Definitive Proxy Statement or any

amendments thereto.

(b) “Unknown Claims” means any claim with respect to the subject matter of

the Settled Claims that the Released Persons or Plaintiffs or members of the Settlement

Class do not know or suspect exists in his, her, or its favor at the time of the release of the

Settled Claims, including without limitation, those which, if known, might have affected

the decision to enter into the Settlement or might have affected the decision not to object

to the Settlement. With respect to any of the Settled Claims, the Parties stipulate and

agree that upon the Effective Date, the Released Persons and Plaintiffs shall expressly

and each member of the Settlement Class shall be deemed to have, and by operation of

the Judgment shall have, expressly waived, relinquished, and released any and all

provisions, rights, and benefits conferred by or under California Civil Code section 1542

(or any similar, comparable, or equivalent law or provision), which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HERFAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTEDHIS OR HER SETTLEMENT WITH THE DEBTOR.

The Released Persons and Plaintiffs acknowledge, and members of the Settlement Class

shall be deemed to have acknowledged, that they may discover facts in addition to or

different from those now known or believed to be true with respect to the Settled Claims,

but that it is the intention of the Released Persons and Plaintiffs, and by operation of law

the members of the Settlement Class, to completely, fully, finally, and forever extinguish

and release any and all Settled Claims (including Unknown Claims as defined in this


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paragraph), without regard to the subsequent discovery of additional or different facts.

The Released Persons and Plaintiffs acknowledge, and the members of the Settlement

Class by operation of law shall be deemed to have acknowledged, that the inclusion of

Unknown Claims in the definition of Settled Claims was separately bargained for and

was a key element of the Settlement and was relied upon by each and all of the Parties in

entering into the Stipulation.

(c) “Released Persons” means Defendants and their respective families,

predecessors, successors-in-interest, parents, subsidiaries, associates, affiliates and each

and all of their respective past, present or future representatives, agents, officers,

directors, trustees, executors, heirs, spouses, marital communities, assigns or transferees

and any person or entity acting for on behalf of any of them, and each of their respective

predecessors, successors-in-interest, parents, subsidiaries, affiliates, representatives,

agents, officers, directors, employees, trustees, executors, heirs, spouses, marital

communities, assigns or transferees or any person or entity acting for on behalf of any of

them and each of them.

10. Upon entry of the Judgment, each of the Released Persons shall be deemed to

have fully, finally, and forever settled, released, discharged, extinguished, and dismissed with

prejudice, completely, individually, and collectively, all claims, including Unknown Claims,

based upon or arising out of the commencement, prosecution, settlement or resolution of the

Action or the Settled Claims against Plaintiffs, Plaintiffs’ Counsel, and members of the

Settlement Class and shall forever be enjoined from prosecuting such claims; provided,

however, that such release shall not affect any claims to enforce the terms of the Stipulation or

the Settlement.


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11. Neither the Memorandum of Understanding (“MOU”), the Stipulation, this

Judgment, 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 used as an admission of,

or evidence of, the validity or lack thereof of any Settled Claim, or of any wrongdoing or liability

of the Defendants or any Released Person; or (ii) is or may be deemed to be or may be used as an

admission of, or evidence of, any fault or omission of any of the Defendants or any Released

Person, in any civil, criminal, or administrative proceeding in any court, administrative agency,

or other tribunal. The Released Persons may file this Stipulation and/or the Judgment in any

action that may be brought against them 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 other theory of claim preclusion or issue preclusion or similar defense or

counterclaim.

12. After consideration of Plaintiffs’ application for reasonable fees and

reimbursement of expenses, Plaintiffs’ Counsel is hereby awarded $ in

attorneys’ fees and expenses, which amounts the Court finds to be fair and reasonable. This

amount shall be paid pursuant to the provisions of the Stipulation. Neither counsel representing

Plaintiffs in the Action nor Plaintiffs shall make any further or additional application for

attorneys’ fees and expenses in connection with the Action to the Court or any other court,

except as contemplated by the Stipulation.

13. The Class Action Fairness Act (“CAFA”) Notice has been given to the relevant

public officials; proof of the mailing of the CAFA Notice was filed with the Court; and full

opportunity to be heard has been offered to all recipients of the CAFA Notice. The CAFA


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Notice is hereby determined to have been given in compliance with each of the requirements of

28 U.S.C. § 1715.

14. Without further order of this Court, the Parties may agree to reasonable

extensions of time to carry out any of the provisions of the Stipulation.

15. If the Effective Date does not occur for any reason, unless the Parties otherwise

agree in writing as contemplated in the Stipulation, the Settlement and the Stipulation and all

orders entered and releases delivered in connection herewith (except for Paragraph 11 hereof and

Paragraphs 3.2, 5.2, 6.1, 6.2, 6.3, 6.4, 7.13, and 7.17 of the Stipulation, which shall survive any

such termination or vacatur), shall be rendered null and void and of no force and effect and, in

such event, the Parties shall return to their respective litigation positions in the Action as of the

time immediately prior to the date of the execution of the MOU, as though it were never

executed or agreed to, and the MOU and the Stipulation shall not be deemed to prejudice in any

way the positions of the Parties with respect to the Action, or to constitute an admission of fact

by any Party, shall not entitle any Party to recover any costs or expenses incurred in connection

with the implementation of the MOU, the Stipulation or the Settlement, and neither the existence

of the MOU, the Stipulation nor their respective contents shall be admissible in evidence or be

referred to for any purposes in the Action, or in any litigation or judicial proceeding, other than

to enforce the terms hereof.

16. Without affecting the finality of this Judgment in any way, this Court reserves

jurisdiction over all matters relating to the administration, consummation, and enforcement of the

Settlement and this Judgment.

17. The Clerk of the Court is directed to enter and docket this Judgment.


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IT IS SO ORDERED this _______ day of _________________, 2015.

____________________________________HONORABLEUNITED STATES DISTRICT JUDGE


METHODOLOGY

The National Law Journal's survey of billing rates of the largest U.S. law firms provides the High and Low rates for partners and associates. Starting in 2007, associate class billing data was added to the report from those firms that establish rates based on associate class. The survey results also include:

High and low partner principal billing rates High and low associate principal billing rates Firm billing alternatives Associate & Partner billing averages and medians Firm wide billing averages and medians Methodology/Sources:

The National Law Journal asked respondents to its annual survey of the nation''s largest law firms (the NLJ 250) to provide a range of hourly billing rates for partners and associates. The firms that supplied this information—including some firms not in the NLJ 250*—are listed below. Firms were also asked to provide average and median billing rates. The data includes total number of attorneys at the firm, and the city of the firm''s principal or largest office.

The associate class chart includes a sampling of hourly rates charged by law firms that establish billing rates based on associate class.

Data for variations and alternatives to hourly billing rates is included where provided by responding firms. Firms were asked to differentiate between variations on the traditional billable hour (e.g.,discounted and blended hourly rates) and true alternatives to the billable hour (e.g., fixed or flat fees, contingency fees, hybrid fees and retrospective fees based on value). The percentages given denote the estimated portions of the firms'''''''' revenues obtained through each of these two categories.

* Not all firms opt to report billing information

30511797_1.xls/Methodology 1 of 1 8/8/2013/3:01 PM


Location Firmwide Billing Rate High

FirmwideBilling Rate Low

FirmwideBilling Rate Med

PartnerBillingRate High

PartnerBillingRate Low

PartnerBilling Rate Med

AssociateBillingRate High

AssociateBillingRateLow

AssociateBillingRate Med

NLJ Billing Source

Notes

New Orleans $595.00 $120.00 $320.00 $595.00 $275.00 $375.00 $305.00 $175.00 $250.00 2012 NLJ BillingSurvey

Riverside,CA

$625.00 $225.00 $390.00 $625.00 $310.00 $435.00 $390.00 $225.00 $250.00 2012 NLJ BillingSurvey

Chicago $835.00 $105.00 $385.00 $835.00 $325.00 $560.00 $460.00 $190.00 $325.00 2012 NLJ BillingSurvey

St. Louis $795.00 $200.00 $480.00 $795.00 $390.00 $553.00 $550.00 $200.00 $373.00 2012 NLJ BillingSurvey

Detroit $750.00 $210.00 $313.00 $750.00 $290.00 $363.00 $425.00 $210.00 $234.00 2012 NLJ BillingSurvey

Philadelphia $970.00 $235.00 $440.00 $970.00 $320.00 $513.00 $575.00 $235.00 $345.00 2012 NLJ BillingSurvey

Detroit $585.00 $285.00 $280.00 $205.00 2012 NLJ BillingSurvey

Copyright © ALM Media Properties, LLC. All rights reserved.

2012 NLJ Billing Survey

Year Firm Name Average FTEAttorneys

2012 Adams and Reese 267

2012 Best Best & Krieger 191

2012 Brinks Hofer Gilson & Lione

135

2012 Bryan Cave 884

2012 Butzel Long 140

2012 Cozen O'Connor 503

2012 Dickinson Wright 254

Copyright 2011 ALM Media properties, LLC. All rights reserved. 1 888-770-5647

www.alm.com


Washington $1250.00 $210.00 $580.00 $1250.00 $560.00 $700.00 $570.00 $235.00 $460.00 2012 NLJ BillingSurvey

Cincinnati $650.00 $130.00 $310.00 $650.00 $180.00 $380.00 $325.00 $130.00 $225.00 2012 NLJ BillingSurvey

New York $1200.00 $105.00 $635.00 $1200.00 $550.00 $775.00 $760.00 $335.00 $530.00 2012 NLJ BillingSurvey

Minneapolis $835.00 $200.00 $410.00 $835.00 $305.00 $525.00 $420.00 $200.00 $275.00 2012 NLJ BillingSurvey

Chicago $685.00 $130.00 $415.00 $675.00 $395.00 $505.00 $465.00 $235.00 $305.00 2012 NLJ BillingSurvey


Atlanta $565.00 $215.00 $410.00 $565.00 $350.00 $430.00 $395.00 $215.00 $305.00 2012 NLJ BillingSurvey

Milwaukee $875.00 $200.00 $495.00 $875.00 $390.00 $570.00 $605.00 $200.00 $370.00 2012 NLJ BillingSurvey


Cincinnati $525.00 $150.00 $295.00 $525.00 $205.00 $350.00 $275.00 $150.00 $205.00 2012 NLJ BillingSurvey

Dallas $795.00 $230.00 $485.00 $795.00 $395.00 $565.00 $525.00 $235.00 $350.00 2012 NLJ BillingSurvey

Newark, NJ $815.00 $285.00 $450.00 $815.00 $395.00 $500.00 $450.00 $285.00 $320.00 2012 NLJ BillingSurvey

Rochester,NY


2012 Dickstein Shapiro 343

2012 Dinsmore & Shohl 412

2012 DLA Piper 3746

2012 Dorsey & Whitney 531

2012 Dykema Gossett 331

2012 Epstein Becker & Green 275

2012 Fisher & Phillips 237

2012 Foley & Lardner 874

2012 Fox Rothschild 471

2012 Frost Brown Todd 393

2012 Gardere Wynne Sewell 242

2012 Gibbons 200

2012 Harris Beach 189


www.alm.com


Syracuse,NY



Denver $695.00 $180.00 $360.00 $695.00 $275.00 $420.00 $400.00 $180.00 $268.00 2012 NLJ BillingSurvey


St. Louis $890.00 $185.00 $355.00 $890.00 $240.00 $405.00 $445.00 $185.00 $235.00 2012 NLJ BillingSurvey


Irvine, CA $760.00 $120.00 $380.00 $760.00 $425.00 $525.00 $420.00 $295.00 $330.00 2012 NLJ BillingSurvey

Kansas City, MO


Phoenix $725.00 $225.00 $470.00 $725.00 $410.00 $520.00 $450.00 $225.00 $330.00 2012 NLJ BillingSurvey


OklahomaCity


Cleveland $600.00 $185.00 $380.00 $595.00 $310.00 $440.00 $370.00 $185.00 $270.00 2012 NLJ BillingSurvey

Morristown,NJ


2012 Hiscock & Barclay 165

2012 Hogan Lovells 2253

2012 Holland & Hart 394

2012 Holland & Knight 908

2012 Husch Blackwell 520

2012 Kelley Drye & Warren 303

2012 Knobbe Martens Olson & Bear

265

2012 Lathrop & Gage 290

2012 Lewis and Roca 183

2012 Locke Lord 540

2012 McAfee & Taft 183

2012 McDonald Hopkins 128

2012 McElroy, Deutsch, Mulvaney & Carpenter

286


www.alm.com


Atlanta $830.00 $215.00 $455.00 $830.00 $375.00 $550.00 $560.00 $215.00 $395.00 2012 NLJ BillingSurvey

Milwaukee $650.00 $210.00 $380.00 $650.00 $245.00 $425.00 $350.00 $210.00 $265.00 2012 NLJ BillingSurvey

Baltimore $700.00 $230.00 $405.00 $700.00 $320.00 $460.00 $350.00 $230.00 $300.00 2012 NLJ BillingSurvey

Chattanooga,TN


Columbia,SC



Seattle $910.00 $220.00 $485.00 $910.00 $290.00 $560.00 $605.00 $220.00 $365.00 2012 NLJ BillingSurvey

Kansas City, MO


Costa Mesa, CA

$650.00 $200.00 $650.00 $340.00 $425.00 $200.00 2012 NLJ BillingSurvey



SanFrancisco


Toledo, OH $570.00 $180.00 $375.00 $570.00 $280.00 $390.00 $325.00 $210.00 $255.00 2012 NLJ BillingSurvey

2012 McKenna Long & Aldridge 424

2012 Michael Best & Friedrich 196

2012 Miles & Stockbridge 213

2012 Miller & Martin 169

2012 Nelson Mullins Riley & Scarborough

414

2012 Patton Boggs 491

2012 Perkins Coie 747

2012 Polsinelli Shughart 503

2012 Rutan & Tucker 144

2012 Saul Ewing 219

2012 Schulte Roth & Zabel 371

2012 Sedgwick 343

2012 Shumaker, Loop & Kendrick

219


www.alm.com


Miami $635.00 $190.00 $380.00 $635.00 $250.00 $415.00 $370.00 $190.00 $263.00 2012 NLJ BillingSurvey

Portland, OR $655.00 $200.00 $400.00 $655.00 $300.00 $463.00 $435.00 $200.00 $276.00 2012 NLJ BillingSurvey


Boston $900.00 $320.00 $570.00 $900.00 $500.00 $670.00 $540.00 $320.00 $430.00 2012 NLJ BillingSurvey


St. Louis $750.00 $200.00 $750.00 $330.00 $460.00 $200.00 2012 NLJ BillingSurvey

Cleveland,OH



2012 Shutts & Bowen 212

2012 Stoel Rives 374

2012 Strasburger & Price 212

2012 Sullivan & Worcester 144

2012 Thompson & Knight 291

2012 Thompson Coburn 309

2012 Ulmer & Berne 178

2012 Winstead 258


www.alm.com


$1,000 Per Hour Isn't Rare Anymore; Nominal billing levels rise, but discounts ease blow. TheNational Law Journal January 13, 2014 Monday

Copyright 2014 ALM Media Properties, LLCAll Rights Reserved

Further duplication without permission is prohibited

The National Law Journal

January 13, 2014 Monday

SECTION: NLJ'S BILLING SURVEY; Pg. 1 Vol. 36 No. 20

LENGTH: 1860 words

HEADLINE: $1,000 Per Hour Isn't Rare Anymore; Nominal billing levels rise, but discounts ease blow.

BYLINE: KAREN SLOAN

BODY:

As recently as five years ago, law partners charging $1,000 an hour were outliers. Today, four-figure hourly rates for indemand partners at the most prestigious firms don't raise eyebrows-and afew top earners are closing in on $2,000 an hour.

These rate increases come despite hand-wringing over price pressures from clients amid a tougheconomy. But everrising standard billing rates also obscure the growing practice of discounts,falling collection rates, and slow march toward alternative fee arrangements.

Nearly 20 percent of the firms included in The National Law Journal's annual survey of large lawfirm billing rates this year had at least one partner charging more than $1,000 an hour. Gibson,Dunn & Crutcher partner Theodore Olson had the highest rate recorded in our survey, billing$1,800 per hour while representing mobile satellite service provider LightSquared Inc. in Chapter11 proceedings.

Of course, few law firm partners claim Olson's star power. His rate in that case is nearly the twicethe $980 per hour average charged by Gibson Dunn partners and three times the average $604hourly rate among partners at NLJ 350 firms. Gibson Dunn chairman and managing partner KenDoran said Olson's rate is "substantially" above that of other partners at the firm, and that thefirm's standard rates are in line with its peers.

"While the majority of Ted Olson's work is done under alternative billing arrangements, his hourlyrate reflects his stature in the legal community, the high demand for his services and the uniquevalue that he offers to clients given his extraordinary experience as a former solicitor general ofthe United States who has argued more than 60 cases before the U.S. Supreme Court and hascounseled several presidents," Doran said.


In reviewing billing data this year, we took a new approach, asking each firm on the NLJ 350-oursurvey of the nation's 350 largest firms by attorney headcount-to provide their highest, lowestand average billing rates for associates and partners. We supplemented those data through publicrecords. All together, this year's survey includes information for 159 of the country's largest lawfirms and reflects billing rates as of October.

The figures show that, even in a down economy, hiring a large law firm remains a pricey prospect.The median among the highest partner billing rates reported at each firm is $775 an hour, whilethe median low partner rate is $405. For associates, the median high stands at $510 and the lowat $235. The average associate rate is $370.

Multiple industry studies show that law firm billing rates continued to climb during 2013 despiteefforts by corporate counsel to rein them in. TyMetrix's 2013 Real Rate Report Snapshot foundthat the average law firm billing rate increased by 4.8 percent compared with 2012. Similarly, theCenter for the Study of the Legal Profession at the Georgetown University Law Center andThomson Reuters Peer Monitor found that law firms increased their rates by an average 3.5percent during 2013.

Of course, rates charged by firms on paper don't necessarily reflect what clients actually pay.Billing realization rates-which reflect the percentage of work billed at firms' standard rates- havefallen from 89 percent in 2010 to nearly 87 percent in 2013 on average, according to theGeorgetown study. When accounting for billed hours actually collected by firms, the realizationrate falls to 83.5 percent.

"What this means, of course, is that- on average- law firms are collecting only 83.5 cents forevery $1.00 of standard time they record," the Georgetown report reads. "To understand the fullimpact, one need only consider that at the end of 2007, the collected realization rate was at the92 percent level."

In other words, law firms set rates with the understanding that they aren't likely to collect thefull amount, said Mark Medice, who oversees the Peer Monitor Index. That index gauges thestrength of the legal market according to economic indicators including demand for legal services,productivity, rates and expenses. "Firms start out with the idea of, 'I want to achieve a certainrate, but it's likely that my client will ask for discounts whether or not I increase my rate,'"Medice said.

Indeed, firms bill nearly all hourly work at discounts ranging from 5 percent to 20 percent offstandard rates, said Peter Zeughauser, a consultant with the Zeughauser Group. Discounts canrun as high as 50 percent for matters billed under a hybrid system, wherein a law firm can earn apremium for keeping costs under a set level or for obtaining a certain outcome, he added. "Mostfirms have gone to a two-tier system, with what is essentially an aspirational rate that theyoccasionally get and a lower rate that they actually budget for," he said.

Most of the discounting happens at the front end, when firms and clients negotiate rates, Medicesaid. But additional discounting happens at the billing and collections stages. Handling alternativefee arrangements and discounts has become so complex that more than half of the law firms onthe Am Law 100-NLJ affiliate The American Lawyer's ranking of firms by gross revenue-havecreated new positions for pricing directors, Zeughauser said.

THE ROLE OF GEOGRAPHY

Unsurprisingly, rates vary by location. Firms with their largest office in New York had the highestaverage partner and associate billing rates, at $882 and $520, respectively. Similarly, TyMetrixhas reported that more than 25 percent of partners at large New York firms charge $1,000 per


hour or more for contracts and commercial work.

Washington was the next priciest city on our survey, with partners charging an average $748 andassociates $429. Partners charge an average $691 in Chicago and associates $427. In LosAngeles, partners charge an average $665 while the average associate rate is $401.

Pricing also depends heavily on practice area, Zeughauser and Medice said. Bet-the-companypatent litigation and white-collar litigation largely remain at premium prices, while practicesincluding labor and employment have come under huge pressure to reduce prices.

"If there was a way for law firms to hold rates, they would do it. They recognize how sensitiveclients are to price increases," Zeughauser said. But declining profit margins-due in part to highertechnology costs and the expensive lateral hiring market-mean that firms simply lack the optionto keep rates flat, he said.

BILLING SURVEY METHODOLOGY

The National Law Journal's survey of billing rates of the largest U.S. law firms provides the high,low and average rates for partners and associates.

The NLJ asked respondents to its annual survey of the nation's largest law firms (the NLJ 350) toprovide a range of hourly billing rates for partners and associates as of October 2013.

For firms that did not supply data to us, in many cases we were able to supplement billing-ratedata derived from public records.

In total, we have rates for 159 of the nation's 350 largest firms.

Rates data include averages, highs and low rates for partners and associates. Information alsoincludes the average full-time equivalent (FTE) attorneys at the firm and the city of the firm'sprincipal or largest office.

We used these data to calculate averages for the nation as a whole and for selected cities.

Billing Rates at the Country's Priciest Law Firms

Here are the 50 firms that charge the highest average hourly rates for partners.

Billing Rates at the Country's Priciest Law FirmsFIRM NAME LARGEST

U.S.OFFICE*

AVERAGEFULL-TIMEEQUIVALENTATTORNEYS*

PARTNERHOURLYRATES

ASSOCIATEHOURLYRATES

AVERAGE HIGH LOWAVERAGE HIGH LOW* Full-time equivalent attorney numbers and the largest U.S. office are from the NLJ 350published in April 2013. For complete numbers, please see NLJ.com.** Firm did not exist in this form for the entire year.Debevoise &Plimpton

New York 615 $1,055 $1,075 $955 $490 $760 $120

Paul, Weiss, New York 803 $1,040 $1,120 $760 $600 $760 $250


RifkindWharton &GarrisonSkadden,Arps, Slate,Meagher &Flom

New York 1,735 $1,035 $1,150 $845 $620 $845 $340

Fried, Frank,Harris, Shriver& Jacobson

New York 476 $1,000 $1,100 $930 $595 $760 $375

Latham &Watkins

New York 2,033 $990 $1,110 $895 $605 $725 $465

Gibson, Dunn& Crutcher

New York 1,086 $980 $1,800 $765 $590 $930 $175

Davis Polk &Wardwell

New York 787 $975 $985 $850 $615 $975 $130

Willkie Farr &Gallagher

New York 540 $950 $1,090 $790 $580 $790 $350

Cadwalader,Wickersham &Taft

New York 435 $930 $1,050 $800 $605 $750 $395

Weil, Gotshal& Manges

New York 1,201 $930 $1,075 $625 $600 $790 $300

QuinnEmanuelUrquhart &Sullivan

New York 697 $915 $1,075 $810 $410 $675 $320

Wilmer CutlerPickering Haleand Dorr

Washington 961 $905 $1,250 $735 $290 $695 $75

Dechert New York 803 $900 $1,095 $670 $530 $735 $395AndrewsKurth

Houston 348 $890 $1,090 $745 $528 $785 $265

HughesHubbard &Reed

New York 344 $890 $995 $725 $555 $675 $365

Irell & Manella LosAngeles

164 $890 $975 $800 $535 $750 $395

ProskauerRose

New York 746 $880 $950 $725 $465 $675 $295

White & Case New York 1,900 $875 $1,050 $700 $525 $1,050 $220Morrison &Foerster

SanFrancisco

1,010 $865 $1,195 $595 $525 $725 $230

PillsburyWinthropShaw Pittman

Washington 609 $865 $1,070 $615 $520 $860 $375

Kaye Scholer New York 414 $860 $1,080 $715 $510 $680 $320Kramer LevinNaftalis &Frankel

New York 320 $845 $1,025 $740 $590 $750 $400

Hogan Lovells Washington 2,280 $835 $1,000 $705 - - -


Kasowitz,Benson,Torres &Friedman

New York 365 $835 $1,195 $600 $340 $625 $200

Kirkland & Ellis Chicago 1,517 $825 $995 $590 $540 $715 $235Cooley Palo Alto 632 $820 $990 $660 $525 $630 $160Arnold &Porter

Washington 748 $815 $950 $670 $500 $610 $345

Paul Hastings New York 899 $815 $900 $750 $540 $755 $335Curtis, Mallet-Prevost, Colt& Mosle

New York 322 $800 $860 $730 $480 $785 $345

Winston &Strawn

Chicago 842 $800 $995 $650 $520 $590 $425

BinghamMcCutchen

Boston 900 $795 $1,080 $220 $450 $605 $185

Akin GumpStrauss Hauer& Feld

Washington 806 $785 $1,220 $615 $525 $660 $365

Covington &Burling

Washington 738 $780 $890 $605 $415 $565 $320

King &Spalding

Atlanta 838 $775 $995 $545 $460 $735 $125

Norton RoseFulbright

N/A** N/A** $775 $900 $525 $400 $515 $300

DLA Piper New York 4,036 $765 $1,025 $450 $510 $750 $250Bracewell &Giuliani

Houston 432 $760 $1,125 $575 $440 $700 $275

Baker &McKenzie

Chicago 4,004 $755 $1,130 $260 $395 $925 $100

DicksteinShapiro

Washington 308 $750 $1,250 $590 $475 $585 $310

Jenner &Block

Chicago 432 $745 $925 $565 $465 $550 $380

Jones Day New York 2,363 $745 $975 $445 $435 $775 $205Manatt,Phelps &Phillips

LosAngeles

325 $740 $795 $640 - - -

Seward &Kissel

New York 152 $735 $850 $625 $400 $600 $290

O'Melveny &Myers

LosAngeles

738 $715 $950 $615 - - -

McDermottWill & Emery

Chicago 1,024 $710 $835 $525 - - -

Reed Smith Pittsburgh 1,468 $710 $945 $545 $420 $530 $295Dentons N/A** N/A** $700 $1,050 $345 $425 $685 $210Jeffer MangelsButler &Mitchell

LosAngeles

126 $690 $875 $560 - - -

Sheppard, Los 521 $685 $875 $490 $415 $535 $275


Mullin, Richter& Hampton

Angeles

Alston & Bird Atlanta 805 $675 $875 $495 $425 $575 $280

THE FOUR-FIGURE CLUB

These 10 firms posted the highest partner billing rates.

THE FOUR-FIGURE CLUBGibson, Dunn & Crutcher $1,800Dickstein Shapiro $1,250Wilmer Cutler Pickering Hale and Dorr $1,250Akin Gump Strauss Hauer & Feld $1,220Kasowitz, Benson, Torres & Friedman $1,195Morrison & Foerster $1,195Skadden, Arps, Slate, Meagher & Flom $1,150Baker & McKenzie $1,130Bracewell & Giuliani $1,125Paul, Weiss, Rifkind, Wharton & Garrison $1,120

Contact Karen Sloan at [email protected]

LOAD-DATE: January 13, 2014

Source: Legal > / . . . / > The National Law Journal Terms: "isn't rare anymore" (Suggest Terms for My Search) View: Full

Date/Time: Friday, August 15, 2014 - 6:12 PM EDT

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IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

:

ROBERT NICHOLS, et al., : CIVIL ACTION

:

v. : No. 00-CV-6222

:

SMITHKLINE BEECHAM CORP. :

:

:

THIS DOCUMENT RELATES TO: :

ALL ACTIONS :

:

O R D E R

This Court, having certified a settlement class by Order dated

October 18, 2004, and now having considered End-Payor Plaintiffs’

Motion For Final Approval of Settlement and Plan of Distribution,

seeking final approval of the proposed settlement of this class

action lawsuit against Defendant SmithKline Beecham Corporation

d/b/a/ GlaxoSmithKline (“defendant” or “GSK”), End-Payor Class

Counsel’s Motion for Award of Attorney Fees and Reimbursement of

Expenses, and the Proposed Plan of Allocation; finding that Notice

of Settlement has been mailed and published; finding that all

members of the End-Payor Settlement Class (“Settlement Class”) have

been provided the opportunity to file timely objections to the

proposed Settlement Agreement between the parties, as described in

the Notice of Proposed Settlement and Summary Notice; and having

considered the matter and all of the submissions filed in

connection therewith, and the oral presentations of counsel at the

Case 2:00-cv-06222-JP Document 212-1 Filed 04/22/05 Page 1 of 15Case: 1:14-cv-09786 Document #: 47-5 Filed: 10/30/15 Page 1 of 15 PageID #:684

2

final approval hearing held on March 9, 2005; and good cause

appearing therefore,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. This Court has jurisdiction over this End-Payor action

and each of the parties to the Settlement Agreement.

2. Terms used in this Final Order and Judgment that are

defined in the Settlement Agreement are, unless otherwise defined

herein, used in this Final Order and Judgment as defined in the

Settlement Agreement.

3. As required by this Court in its Preliminary Approval

Order and as described in extensive detail in the Affidavit of Todd

B. Hilsee on Design Implementation and Analysis of Settlement

Notice Program and the Affidavit of Thomas R. Glenn, attached as

exhibits to End-Payor Plaintiffs’ Motion for Final Approval of

Settlement and Plan of Distribution: (a) Notices of the proposed

settlements were mailed by First-class mail to all Class Members

whose addresses could be obtained with reasonable diligence, and to

all potential Class Members who requested a copy; and (b) Summary

Notice of the proposed Settlement was published in numerous

national magazines and newspapers and posted continuously on the

Internet at the website http://www.paxilclaims.com. Such notice to

members of the Class is hereby determined to be fully in compliance

with requirements of Fed. R. Civ. P. 23(e) and due process and is

found to be the best notice practicable under the circumstances and


3

to constitute due and sufficient notice to all entities entitled

thereto. See In re Prudential Ins. Co. of America Sales Practice

Litig., 962 F. Supp. 450, 526 (D.N.J. 1997); In re Warfarin Sodium

Antitrust Litig., 212 F.R.D. 231 (D. Del. 2002).

4. Due and adequate notice of the proceedings having been

given to the Class and a full opportunity having been offered to

the Class to participate in the fairness hearing, it is hereby

determined that all Class Members, except those who timely

requested exclusion and are identified in the Declaration of Thomas

R. Glenn, dated January 31, 2005, as opting out of the Settlement,

are bound by this Final Order and Judgment.

5. As set forth more fully in the Settlement Agreement,

defendant has agreed to pay a total of sixty-five million dollars

($65,000,000) in settlement of this action (the “Settlement Fund”).

The defendant has deposited, by wire transfer, this amount into an

escrow account designated by Lead Counsel.

6. The Court held a hearing on March 9, 2005, to consider

the fairness, reasonableness, and adequacy of the proposed

Settlement. In determining the fairness of the Settlement, the

Court considered the following factors:

(1) the complexity, expense, and likely duration of the

litigation;

(2) the reaction of the Class to the Settlement;

(3) the stage of the proceedings and the amount of discovery

completed;


4

(4) the risks of establishing liability;

(5) the risks of establishing damages;

(6) the risks of maintaining the class action through the

trial;

(7) the ability of the defendants to withstand a greater

judgment;

(8) 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 to a

possible recovery in light of all the attendant risks of

litigation.

See In re Warfarin Sodium Antitrust Litig., 391 F.3d 516, 534-35

(3d Cir. 2004); Girsh v. Jepson, 521 F.2d 153, 156 (3d Cir. 1975).

7. By Order dated October 18, 2004, this Court, pursuant to

FED. R. CIV. PROC. 23(g), appointed Miller Faucher and Cafferty LLP,

Roda Nast, P.C., and The Wexler Firm LLP as Co-Lead Counsel for the

Settlement Class. This Court has given significant weight to the

“belief of experienced counsel that settlement is in the best

interest of the class.” In re Orthopedic Bone Screw Prods. Liab.

Litig., 176 F.R.D. 158, 184 (E.D. Pa. 1997), quoting Austin v.

Pennsylvania Dept. of Corrections, 876 F. Supp. 1437, 1472 (E.D.

Pa. 1995). In fact, this Court recognizes that the Settlement was

not achieved until after intense, arm’s length negotiations in

lengthy litigation involving these nationally-recognized members of

the class action bar, with particular experience in antitrust

litigation. See Warfarin, 391 F.3d at 535. Based on the facts of


5

the case and Class Counsel’s experience in these types of cases, it

was Class Counsel’s’ considered opinion that the immediate benefits

represented by the Settlement far outweighed the possibility,

perhaps a remote possibility, of obtaining a better result at

trial, especially given the hurdles inherent in proving liability

on behalf of the Class and the additional expense and delay

inherent in any trial and the inevitable appeals.

8. The anticipated duration and expense of additional

litigation if this case had not settled is significant. The

parties would have had to conduct additional discovery and

extensive preparations for trial. This would have included

significant time and expense in preparing expert witness reports

and expert witnesses for deposition and trial. Thus, bringing this

case to trial would likely have been a very long and costly

proposition, the outcome of which would not have been certain.

This factor supports the adequacy of the Settlement.

9. The Settlement of this End-Payor action is the result of

bona fide and arm’s length negotiations conducted in good faith

between End-Payor Class Counsel and Defendants.

10. A review of all relevant factors supports the Settlement.

Therefore, the Settlement Agreement is hereby approved and found to

be, in all respects, fair, reasonable, adequate, and in the best

interest of the Class as a whole and in satisfaction of Rule 23 of


6

the Federal Rules of Civil Procedure and due process requirements,

and it shall be consummated pursuant to its terms.

11. The Court approves the Corrected Plan of Distribution of

Settlement Proceeds as proposed by Class Counsel and summarized in

the Notice and as amended in accordance with the accompanying

Memorandum. The Third Circuit has endorsed the very type of

structural safeguards Class Counsel had here governing the

allocation of the proceeds of the Settlement. Warfarin, 391 F.3d

at 535. Thus, the proceeds of the Settlement Fund shall be

distributed as described therein and in accordance with the

Settlement Agreement. The objections of the Blue Plans, Community

Care Plus and Gary and Rhonda Marcus as to the treatment of

residual funds in the Corrected Plan of Distribution are hereby

sustained. All other objections to terms of the Settlement, the

notice, and the fee requested by Counsel for the End-Payor Class

are hereby overruled.

12. All claims in the captioned action are hereby dismissed

with prejudice, and without costs except as expressly provided

herein, with such dismissal subject only to compliance by the

parties with the terms and conditions of the Settlement Agreement

and this Final Order and Judgment.

13. (a) Upon this Settlement Agreement becoming final in

accord with paragraph 6 of the Settlement Agreement and subject to

the reservations contained in paragraph 17 of the Settlement


7

Agreement, Defendants and their present and former direct and

indirect parents, subsidiaries, divisions, partners and affiliates,

and their respective present and former stockholders, officers,

directors, employees, managers, agents, attorneys and any of their

legal representatives (and the predecessors, heirs, executors,

administrators, trustees, successors and assigns of each of the

foregoing) (the “Releasees”) shall be released and forever

discharged from all manner of claims, demands, actions, suits,

causes of action, damages whenever incurred, liabilities of any

nature whatsoever, including costs, expenses, penalties and

attorneys’ fees, known or unknown, suspected or unsuspected, in law

or equity that End Payor Plaintiffs or any of the Settlement Class

members who have not timely excluded themselves from the

Settlement, whether or not they object to the Settlement and

whether or not they make a claim upon or participate in the

Settlement Fund, ever had, now has, or hereafter can, shall or may

have, directly, representatively, derivatively or in any other

capacity, arising out of any conduct, events or transactions, prior

to the date of the Settlement Agreement alleged or which could have

been alleged in these actions against the Releasees concerning the

purchase, marketing, sale, manufacture, pricing of, or the

enforcement of intellectual property related to Paxil or generic

paroxetine, or in any way related to defendant’s agreement with Par

Pharmaceuticals pursuant to which Par is selling paroxetine. The


8

claims covered by the release are referred to herein collectively

as the “Released Claims.”

(b) In addition, each End Payor Class Member hereby

expressly waives and releases, upon the Stipulation becoming

effective, any and all provisions, rights and benefits conferred by

§ 1542 of the California Civil Code, which reads:

Section 15.42. General Release; extent. A general

release does not extend to claims which the creditor does

not know or suspect to exist in his favor at the time of

executing the release, which if known by him must have

materially affected his settlement with the debtor;

or by any law or any state or territory of the United States, or

principle of common law, which is similar, comparable or equivalent

to § 1542 of the California Civil Code. Each End Payor Class

Member may hereafter discover facts other than or different from

those which he, she or it knows or believes to be true with respect

to the claims which are the subject matter of this paragraph, but

each End Payor Class Member hereby expressly waives and fully,

finally and forever settles and releases, upon this Stipulation

becoming effective, any known or unknown, suspected or unsuspected,

contingent or non-contingent Released Claims with respect to the

subject matter of the provision of this paragraph whether or not

concealed or hidden, without regard to the subsequent discovery or

existence of such different or additional facts. Each End Payor

Class Member also hereby expressly waives and fully, finally and

forever settles and releases any and all Released Claims it may


9

have against Defendants under § 17200, et seq., of the California

Business and Professions Code, which claims are expressly

incorporated into this paragraph.

(c) Notwithstanding the above, the Settlement Class

members are hereby deemed to have settled with and released only

the Released Parties that such Settlement Class members have

released pursuant to this paragraph, and neither the Settlement

Agreement, any part thereof, nor any other aspect of the Settlement

or release, shall be deemed to release or otherwise affect in any

way any rights a Settlement Class member has or may have against

any other party or entity whatsoever other than the Released

Parties with respect to the Released Claims pursuant to this

paragraph. In addition, the releases set forth in this paragraph

shall not release any claims between Settlement Class members and

the Released Parties concerning product liability, breach of

contract, breach of warranty, or personal injury. Furthermore, the

releases set forth in this paragraph shall not act as a release of

any claim Settlement Class members have or may have as a class

member in the putative class action captioned In re Pharmaceutical

Industry Average Wholesale Price Litigation, MDL No. 1456, pending

in the United States District Court for the District of

Massachusetts, or any related claim that Settlement Class members

have or may have as a Class member, Opt-Out or otherwise apart from

such putative class action, or any litigation alleging similar


10

claims; provided, however, that in such litigation defendant

preserves its right to assert that any recovery by Settlement Class

members in such litigation related to the drug Paxil should be set

off by their pro rata share of the Settlement Fund. Moreover, the

releases set forth in this paragraph shall only apply to a

governmental entity’s purchases of, or reimbursement for, Paxil

made by the governmental entity as part of a health benefit plan

for its employees and the releases in this paragraph shall not act

as a release of any claim the governmental entity has or may have

with respect to any other purchases of, or reimbursement for, Paxil

by the governmental entity, including claims arising from the

marketing, sale, manufacture, pricing, or enforcement of

intellectual property related to the governmental entity’s other

purchases of, or reimbursement for, Paxil.

14. The Settlement in this case creates a common fund. The

Supreme Court has “recognized consistently that a litigant or a

lawyer who recovers a common fund for the benefit of persons other

than himself or his client is entitled to a reasonable attorney’s

fee from the fund as a whole.” Boeing Co. v. Van Gemert, 444 U.S.

472, 478 (1980). See also In re Ikon Office Solutions, Inc., Sec.

Litig., 194 F.R.D. 166, 192 (E.D. Pa. 2000) (“[T]here is no doubt

that attorneys may properly be given a portion of the Settlement

Fund in recognition of the benefit they have bestowed on class

members.”).


11

15. Courts in the Third Circuit apply the “Percentage of the

Fund” method for calculating attorney fees in common fund cases.

See In re Cendant Corp. PRIDES Litig., 243 F.3d 722 (3d Cir. 2001);

See also In re Rite Aid Corp. Sec. Litig., 2005 U.S. App. LEXIS

1269 (3d Cir. Jan. 26, 2005).

16. The requested award of attorney fees is found to be fair

and reasonable. See In Re Linerboard Antitrust Litig., 2004 U.S.

Dist. LEXIS 10532 (E.D. Pa. June 2, 2004); In re Aetna, Inc. Sec.

Litig., 2001 U.S. Dist. LEXIS 68 (E.D. Pa. January 4, 2001)

(Padova, J.).

17. In making its decision, the Court has considered the

seven factors set forth in Gunter v. Ridgewood Energy Corp.:

(1) the size of the fund created and the number of persons

benefited;

(2) the presence or absence of substantial objections by

members of the class to the settlement terms and/or the

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.

Gunter, 223 F.3d at 195 n.1. See also In re Linerboard Antitrust

Litig., No. MDL 1261, 2004 WL 1221350, at *4 (E.D. Pa. June 2,

2004).


12

18. The Court awards Class Counsel attorney fees in the

amount of 30 percent of the Settlement Fund (with interest earned

from the date of the deposit of the funds at the same rate earned

by the funds), to be allocated among Class Counsel as reasonably

determined by Co-Lead Counsel. The Court further awards Class

Counsel $ 546,480.79 as reimbursement of their reasonable

disbursements and expenses, and $ 22,500.00 in total payments to be

distributed to each named Class Plaintiff as set forth in End-Payor

Class Counsels’ Motion for Award of Attorneys Fees and

Reimbursement of Expenses, for their role in bringing about the

recovery on behalf of the Class. All of the foregoing amounts are

to be paid exclusively out of the Settlement Funds to Co-Lead

Counsel without additional contribution or payment by Defendant.

Any appeal from this paragraph shall not affect the finality of the

remainder of this Final Order and Judgment, including but not

limited to the date on which the Settlement will be deemed final

under the terms of the Settlement Agreement.

19. The Court finds that the Settlement Fund is a “qualified

settlement fund” as defined in section 1.468B-1(c) of the Treasury

Regulations in that it satisfies each of the following

requirements:

(a) The Settlement Fund is established pursuant to an

order of this Court and is subject to the continuing jurisdiction

of this Court;


13

(b) The Settlement Fund is established to resolve or

satisfy one or more claims that have resulted or may result from an

event that has occurred and that has given rise to at least one

claim asserting liabilities; and

(c) The assets of the Settlement Fund are segregated

from other assets of GSK, the transferor of payments to the

Settlement Fund.

20. Under the “relation-back” rule provided under section

1.468B-1(j)(2)(i) of the Treasury Regulations, the Court finds

that:

(a) The Settlement Fund met the requirements of

paragraphs 19(b) and 19(c) of this Order prior to the date of this

Order approving the establishment of the Settlement Fund subject to

the continued jurisdiction of this Court; and

(b) GSK and the Claims Administrator may jointly elect

to treat the Settlement Fund as coming into existence as a

“qualified settlement fund” on the later of the date the Settlement

Fund met the requirements of paragraphs 19(b) and 19(c) of this

Order or January 1 of the calendar year in which all of the

requirements of paragraph 19 of this Order are met. If such

relation-back election is made, the assets held by the Settlement

Fund on such date shall be treated as having been transferred to

the Settlement Fund on that date.


14

21. Neither this Final Order and Judgment, the Settlement

Agreement, nor any of its terms or the negotiations or papers

related thereto shall constitute evidence or an admission by

Defendant, that any acts of wrongdoing have been committed, and

they shall not be deemed to create any inference that there is any

liability therefore. Neither this Final Order and Judgment, the

Settlement Agreement, nor any of the terms or the negotiations or

papers related thereto shall be offered or received in evidence or

used for any purpose whatsoever, in this or any other matter or

proceeding in any court, administrative agency, arbitration or

other tribunal, other than as expressly set forth in the Settlement

Agreement.

22. Pursuant to Rule 54(b) of the Federal Rules of Civil

Procedure, the Court finds that there is no just reason for delay

and therefore directs entry of this Final Order and Judgment as a

final judgment that is immediately appealable.


15

23. Without any way affecting the finality of this Final

Order and Judgment, the Court hereby retains exclusive jurisdiction

over this action until the Settlement Agreement has been

consummated and each and every act agreed to be performed by the

Parties thereto shall have been performed, and thereafter for all

other purposes necessary to effectuate the terms of the Settlement

Agreement.

SO ORDERED this the 22nd day of April, 2005.

BY THE COURT:

s/John R. Padova

John R. Padova, J.


Case 1:12-cv-00826-CMH-TCB Document 65 Filed 09/06/13 Page 1 of 7 PageID# 1685Case: 1:14-cv-09786 Document #: 47-7 Filed: 10/30/15 Page 1 of 8 PageID #:707

IN RE GEOEYE, INC., SHAREHOLDER LITIGATION, Docket No. 1:12-cv-00826 (E.D. Va. Jul 26, 2012), Court Docket



IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA

JORDAN DENNEY, ) ) Plaintiff, ) Civil Action No. 10-1154 ) v. ) Magistrate Judge Bissoon ) DAVID E. WALLACE, et al., ) ) Defendants. )

ORDER GRANTING FINAL APPROVAL OF SETTLEMENT AND JUDGMENT

This matter came before the undersigned for hearing, pursuant to the Preliminary

Approval Order1 dated June 27, 2011 (Doc. 49), on Plaintiff’s unopposed Motion for Approval

of the Settlement set forth in the Stipulation, and due and adequate notice having been given to

the Settlement Class as required in said Preliminary Approval Order, and the Court having

considered all papers and proceedings had herein and otherwise being fully informed in the

premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED,

AND DECREED that:

1. This Court has jurisdiction over the subject matter of the Action and over all

Parties to the Action, including the members of the Settlement Class.

1 Except as otherwise expressly provided below or as the context otherwise requires, all capitalized terms shall have the same meanings and/or definitions as set forth in the Stipulation and Agreement of Settlement dated June 7, 2011 (“Stipulation”), and filed with the Court on June 7, 2011. See Doc. 47.

Case 2:10-cv-01154-CB Document 60 Filed 09/09/11 Page 1 of 5Case: 1:14-cv-09786 Document #: 47-8 Filed: 10/30/15 Page 1 of 6 PageID #:715

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2. This Order Granting Final Approval of Settlement and Judgment incorporates and

makes a part hereof: (i) the Stipulation; and (ii) Court-approved Notice, which was filed with the

Court as Exhibit C to the Stipulation.2

3. The Notice of the Settlement given to the Settlement Class was the best notice

practicable under the circumstances. The Notice provided due and adequate notice of the Action

and of the matters set forth in the Stipulation, including the Settlement, to all Persons entitled to

such notices, and the Notice fully satisfied the requirements of Federal Rule of Civil Procedure

23 and due process, and any other applicable law, statute, or rule.

4. The Court finds that, in light of the Parties’ agreement to settle the claims alleged

in the Action, the Settlement Class preliminarily certified in the Preliminary Approval Order

meets all of the requirements of Federal Rule of Civil Procedure 23 for the reasons set out in the

Preliminary Approval Order. Therefore, for purposes of settlement only, the Court hereby

certifies a non-opt-out Settlement Class consisting of any and all record and beneficial holders of

Superior Well common stock, their respective successors, predecessors, representatives,

executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or

entity acting for or on behalf of, or claiming under, any of them, and each of them, together with

their predecessors and successors and assigns, who held Superior Well common stock on any

day during the period from August 12, 2010 to and including September 10, 2010, the effective

date of consummation of the Transaction, but excluding Defendants and Defendants’ affiliates.

2 For the purposes of this filing, “Judgment” means the instant ruling, not the Final Judgment Order entered pursuant to Rule 58 of the Federal Rules of Civil Procedure, filed contemporaneously herewith.


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5. The Court finds the Settlement is in all respects fair, reasonable, and adequate

with respect to the Settlement Class, and directs that the Settlement be consummated in

accordance with the terms and conditions set forth in the Stipulation, and hereby approves the

Settlement as set forth in the Stipulation.

6. The Court approves the amount of $475,000.00 for the payment of Plaintiff’s

attorneys’ fees and expenses and directs such payment to be transferred in accordance with the

terms and conditions set forth in the Stipulation.

7. Upon the Effective Date, Plaintiff and members of the Settlement Class shall be

deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled,

released, discharged, extinguished, and dismissed with prejudice completely, individually,

and collectively, the Released Claims (including Unknown Claims) against the Released Parties;

provided, however, that such release shall not affect any claims to enforce the terms of the

Stipulation or the Settlement.

8. The Court permanently bars and enjoins Plaintiff and all members of the

Settlement Class (and their predecessors, successors, and assigns) from commencing,

prosecuting, instigating or in any way participating in the commencement, prosecution or

instigation of any action asserting any Released Claims (including Unknown Claims),

either directly, representatively, derivatively, or in any other capacity, against any of the

Released Parties.

9. 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 settled, released,

discharged, extinguished, and dismissed with prejudice, completely, individually, and

collectively, Plaintiff, Plaintiff’s Counsel, and members of the Settlement Class, from all claims


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based upon or arising out of the institution, prosecution, assertion, settlement, or resolution of the

Action or the Released Claims; provided, however, that such release shall not affect any claims

to enforce the terms of the Stipulation or the Settlement.

10. 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: (i) is or may be deemed to be or may be used as an admission of, or evidence of,

the validity or lack thereof of any Released Claim, or of any wrongdoing or liability of

Defendants, or (ii) is or may be deemed to be or may be used as an admission of, or evidence of,

any fault or omission of any of Defendants in any civil, criminal or administrative proceeding in

any court, administrative agency or other tribunal.

11. The Released Parties may file the Stipulation and/or the Judgment in any action

that may be brought against them 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 other theory of claim preclusion or issue preclusion or similar defense or

counterclaim.

12. Without affecting the finality of the Judgment in any way, the Court hereby

retains continuing jurisdiction over the Action and the Parties for: (i) implementation of the

Settlement; and (ii) all other proceedings related to the implementation and enforcement of the

terms of the Stipulation and/or the Settlement.

13. In the event that the Judgment is rendered or declared invalid by a court of

competent jurisdiction, such invalidation of such part or portion of the Stipulation should not

invalidate the remaining portions thereof, and they shall remain in full force and effect.


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14. The Court finds that during the course of the Action the Parties and their

respective counsel at all times acted professionally and in compliance with Federal Rule of Civil

Procedure 11, and all other similar statutes or court rules with respect to any claims or defenses

in the Action.

15. Without further order of the Court, the Parties may agree to reasonable extensions

of time to carry out any of the provisions of the Stipulation.

16. The Action is hereby dismissed as against Defendants with prejudice, and without

fees or costs (except as set forth in the Stipulation and paragraph 6 herein).

IT IS SO ORDERED.

September 9, 2011 s\Cathy Bissoon Cathy Bissoon United States Magistrate Judge cc (via ECF email notification): All Counsel of Record


DENNEY v. WALLACE et al



EFiled: Aug 31 2009 3:18PM EDT Transaction ID 26854681 Case No. 4066-VCN


CLOSED 9/3/09 County of York Employees Retirement Plan vs Merrill Lynch & Co Inc



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