Final Approval Motion and Supporting Papers - Gilardi & Co, LLC

Case 1:07-cv-10329-RJS Document 115 Filed 01/10/13 Page 1 of 5
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
CITY OF LIVONIA EMPLOYEES'
RETIREMENT SYSTEM, On Behalf of Itself
and All Others Similarly Situated,
Plaintiff,
X
Civil Action No. 1:07-cv-10329-RJS
CLASS ACTION
ECF CASE
vs.
WYETH, et al.,
Defendants.
• LEAD PLAINTIFF'S NOTICE OF MOTION
AND MOTION FOR FINAL APPROVAL OF
CLASS ACTION SETTLEMENT AND
PLAN OF ALLOCATION OF
SETTLEMENT PROCEEDS AND AWARD
x
OF ATTORNEYS' FEES AND EXPENSES
AND LEAD PLAINTIFF'S EXPENSES
PURSUANT TO 15 U.S.C. §78u-4(a)(4)
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Case 1:07-cv-10329-RJS Document 115 Filed 01/10/13 Page 2 of 5
PLEASE TAKE NOTICE that Lead Plaintiff hereby moves the Court for entry of orders
and/or judgments (1) finally approving the settlement of the captioned Litigation, (2) approving the
Plan of Allocation of settlement proceeds, (3) awarding Lead Counsel attorneys' fees of 24.5% of
the Settlement Fund, plus expenses incurred in the Litigation, and (4) awarding Lead Plaintiff's
expenses pursuant to 15 U.S.C. §78u-4(a)(4). This Motion is based upon the Settlement Agreement
dated as of November 7, 2012 and the Exhibits annexed thereto, the Memorandum of Law in
Support of Lead Plaintiffs Motion for Final Approval of Class Action Settlement and Plan of
Allocation of Settlement Proceeds, the Memorandum of Law in Support of Lead Counsel's Motion
for an Award of Attorneys' Fees and Expenses and Lead Plaintiffs Expenses Pursuant to 15 U.S.C.
§78u-4(a)(4), the declarations filed in support thereof, and all other proceedings herein.
Accordingly, Lead Plaintiff, by and through Lead Counsel, will request this Court, before the
Honorable Richard J. Sullivan, United States District Judge for the Southern District of New York,
at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York
on March 1, 2013, at 2:30 p.m., to enter final judgment and orders finally approving the settlement,
approving the Plan of Allocation, awarding Lead Counsel the requested attorneys' fees and expenses
and Lead Plaintiffs expenses pursuant to 15 U.S.C. §78u-4(a)(4).
DATED: January 10, 2013
Respectfully submitted,
ROBBINS GELLER RUDMAN
& DOWD LLP
TOR GRONBORG
TRIG R. SMITH
LAURIE L. LARGENT
CHRISTOPHER D. STEWART
SUSANNAH R. CONN
s/ TOR GRONBORG
TOR GRONBORG
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Case 1:07-cv-10329-RJS Document 115 Filed 01/10/13 Page 3 of 5
655 West Broadway, Suite 1900
San Diego, CA 92101
Telephone: 619/231-1058
619/231-7423 (fax)
torg@rgrdlaw.com
trigs@rgrdlaw.com
llargent@rgrdlaw. com
cstewart@rgrdlaw.com
sconn@rgrdlaw.com
ROBBINS GELLER RUDMAN
& DOWD LLP
SAMUEL H. RUDMAN
DAVID A. ROSENFELD
58 South Service Road, Suite 200
Melville, NY 11747
Telephone: 631/367-7100
631/367-1173 (fax)
srudman@rgrdlaw.com
dro s enfeld@rgrdlaw. com
Lead Counsel for Lead Plaintiff
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Case 1:07-cv-10329-RJS Document 115 Filed 01/10/13 Page 4 of 5
CERTIFICATE OF SERVICE
I hereby certify that on January 10, 2013, I authorized the electronic filing of the foregoing
with the Clerk of the Court using the CM/ECF system which will send notification of such filing to
the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CM/ECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on January 10, 2013.
s/ Tor Gronborg
TOR GRONBORG
ROBBINS GELLER RUDMAN
& DOWD LLP
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Telephone: 619/231-1058
619/231-7423 (fax)
E-mail:TorGArgrdlaw.com
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SDNY CM/ECF Case Version 1:07-cv-10329-RJS 4.2- Document 115 Filed 01/10/13 Page 5 of 5 Page 1 of 1
Mailing Information for a Case 1:07-cv-10329-RJS
Electronic Mail Notice List
The following are those who are currently on the list to receive e-mail notices for this case.
• Rae Caroline Adams
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• Susannah R Conn
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• Tor Gronborg
torg@rgrdlaw.com ,E File_SD@rgrdlaw.coin
• Laurie L. Largent
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• Bryce Allan Pashler
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• David Avi Rosenfeld
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• Samuel Howard Rudman
srudman@rgrdlaw.com ,e_file ny@rgrdlaw.com ,mblasy@rgrdlaw.com ,e_file sd@rgrdlaw.com
• Trig Randall Smith
trigs@rgrdlaw.com ,e file_sd@rgrdlaw.con1
• Christopher D. Stewart
cstewart@rgrdlaw.com,karenc@rgrd1aw.ccm,efile_sdrgrdlaw.com
• George S Wang
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Case 1:07-cv-10329-RJS Document 117 Filed 01/10/13 Page 1 of 36
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
CITY OF LIVONIA EMPLOYEES'
RETIREMENT SYSTEM, On Behalf of Itself
and All Others Similarly Situated,
Plaintiff,
x
. Civil Action No. 1:07-cv-10329-RJS
• CLASS ACTION
ECF CASE
vs.
WYETH, et al.,
Defendants.
MEMORANDUM OF LAW IN SUPPORT
OF LEAD COUNSEL'S MOTION FOR AN
AWARD OF ATTORNEYS' FEES AND
EXPENSES AND LEAD PLAINTIFF'S
EXPENSES PURSUANT TO 15 U.S.C. §78ux
4(a)(4)
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Case 1:07-cv-10329-RJS Document 117 Filed 01/10/13 Page 2 of 36
TABLE OF CONTENTS
I. INTRODUCTION ...............................................................................................................1
Page
II.
LEAD COUNSEL'S REQUESTED FEE IS FAIR AND REASONABLE AND
SHOULDBE APPROVED ................................................................................................. 3
A. Lead Counsel Are Entitled to a Reasonable Percentage of the Common
Fund ......................................................................................................................... 3
B. The Court Should Award a Reasonable Percentage of the Common Fund
toLead Counsel ....................................................................................................... 4
C. The Requested Fee Is Well Within the Range of What Courts Have Found
to Be Fair and Reasonable Under the Percentage Method ...................................... 5
D. The Goldberger Factors Support Lead Counsel's Requested Fee ..........................7
1. The Action's Magnitude and Complexity Support the Requested
Fee............................................................................................................... 7
2. The Risks of the Litigation Support the Requested Fee ............................10
a. Risks of Establishing Liability Against the Defendants ................10
b. The Risks of Establishing Damages and Related Loss
CausationIssues ............................................................................10
c. General Litigation Risks and the Fully Contingent Nature
of Lead Counsel's Retention .........................................................11
3. The Quality of Lead Counsel's Representation Supports the
RequestedFee ............................................................... .............................13
a. The Results Obtained from Lead Counsel's Efforts ......................13
b. The Court's Observations as to the Quality of Lead
Counsel's Work .............................................................................14
c. The Standing and Expertise of Lead Counsel ...............................15
d. The Standing and Expertise of Defendants' Counsel ....................15
4. The Requested Fee Is Fair and Reasonable in Relation to the Size
of the Recoveries and Comparable Fee Awards ........................................16
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Page
5. The Time and Labor Expended by Lead Counsel, Including a
"Lodestar Crosscheck," Support the Requested Fee .................................16
6. Important Public Policy Considerations Further Support the
RequestedFee ............................................................................................19
E. Lead Plaintiff's Endorsement Should Also Be Considered in Determining
Reasonableness of the Requested Fee ...................................................................21
III.
IV.
LEAD COUNSEL'S REQUEST FOR PAYMENT OF LITIGATION
EXPENSES SHOULD BE APPROVED .......................................................................... 22
CLASS REPRESENTATIVE SHOULD RECEIVE REIMBURSEMENT FOR
ITSEXPENSES ................................................................................................................23
V. CONCLUSION .................................................................................................................24
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TABLE OF AUTHORITIES
Page
CASES
Anixter v. Home-Stake Prod. Co.,
77 F.3d 1215 (10th Cir. 1996) .................................................................................................12
Backman v. Polaroid Corp.,
910 F.2d 10 (1st Cir. 1990) ......................................................................................................12
Baffa v. Donaldson Lufkin & Jenrette Sec. Corp.,
No. 96 CIV. 0583 (DAB), 2002 WL 1315603
(S.D.N.Y. June 17, 2002) ..........................................................................................................6
Bateman Eichler, Hill Richards, Inc. v. Berner,
472 U.S. 299 (1985) ..................................................................................................................4
Bentley v. Legent Corp.,
849 F. Supp. 429 (E.D. Va. 1994),
aff'd sub nom. Herman v. Legent Corp.,
50 F.3d 6 (4th Cir. 1995) .........................................................................................................12
Blum v. Stenson,
465 U.S. 886 (1984) ..................................................................................................................4
Boeing Co. v. Van Gemert,
444 U.S. 472 (1980) ..................................................................................................................3
Cent. States SE & SW Areas Health & Welfare Fund v.
Merck-Medco Managed Care, L.L. C.,
504 F.3d 229 (2d Cir. 2007) ..................................................................................................4, 6
Cornwell v. Credit Suisse Grp.,
No. 08-cv-03758(VM), slip op.
(S.D.N.Y. July 20, 2011) ...........................................................................................................7
Dura Pharms., Inc. v. Broudo,
544 U.S. 336 (2005) ................................................................................................................20
Fogarazzo v. Lehman Bros., Inc.,
No. 03 Civ. 5194 (SAS), 2011 WL 671745
(S.D.N.Y. Feb. 23, 2011) .......................................................................................................5, 8
Goldberger v. Integrated Res., Inc.,
209 F.3d 43 (2d Cir. 2000) ...................................................................... .........................passim
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Page
Hensley v. Eckerhart,
461 U.S. 424 (1983) ................................................................................................................13
Hicks v. Morgan Stanley,
No. 01 Civ. 10071 (RJH), 2005 WL 2757792
(S.D.N.Y. Oct. 24, 2005) .............................................................................................11, 19,23
In re Adelphia Commc'ns Corp. Sec. & Derivative Litig.,
No. 03 MDL 1529 (LMM), 2006 WL 3378705
(S.D.N.Y. Nov. 16, 2006) ........................................................................................................15
In re Alstom SA Sec. Litig.,
741 F. Supp. 2d 469 (S.D.N.Y. 2010) .....................................................................................12
In re Am. Bank Note Holographics, Inc., Sec. Litig.,
127 F. Supp. 2d 418 (S.D.N.Y. 2001) .....................................................................................11
In re AOL Time Warner, Inc. Sec. & "ERISA" Litig.,
No. MDL 1500, 2006 WL 903236
(S.D.N.Y. Apr. 6, 2006) ............................................................................................................7
In re Apple Computer Sec. Litig.,
No. C-84-20148(A)-JW, 1991 WL 238298
(N.D. Cal. Sept. 6, 1991) .........................................................................................................12
In re AremisSoft Corp. Sec. Litig.,
210 F.R.D. 109 (D.N.J. 2002) .................................................................................................18
In re BankAtlantic Bancorp, Inc.,
No. 07-61542-CIV, 2011 WL 1585605
(S.D. Fla. Apr. 25, 2011) .........................................................................................................12
In re Buspirone Antitrust Litig.,
No. MDL 1413 (JGK), 2003 U.S. Dist. LEXIS 26538
(S.D.N.Y. Apr. 17, 2003) ........................................................................................................18
In re China Sunergy Sec. Litig.,
No. 07 Civ. 7895 (DAB), 2011 WL 1899715
(S.D.N.Y. May 13, 2011) ........................................................................................................22
In re CIT Grp. Inc. Sec. Litig.,
No. 1:08-cv-06613-BSJ-THK, slip op.
(S.D.N.Y. June 13, 2012) ..........................................................................................................7
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In re Comverse Tech., Inc. Sec. Litig.,
No. 06-CV-1825 (NGG)(RER), 2010 WL 2653354
(E.D.N.Y. June 24, 2010) ........................................................................................................21
Page
In re Doral Fin. Corp. Sec. Litig.,
No. 1:05-md-01706-RO, slip op.
(S.D.N.Y. July 17, 2007) .........................................................................................................18
In re Flag Telecom Holdings, Ltd. Sec. Litig.,
No. 02-CV-3400(CM)(PED), 2010 WL 4537550
(S.D.N.Y. Nov. 8, 2010) ................................................................................................8, 11, 19
In re Global Crossing Sec. & ERISA Litig.,
225 F.R.D. 436 (S.D.N.Y. 2004) .......................................................................................17, 23
In re Initial Pub. Offering Sec. Litig.,
671 F. Supp. 2d 467 (S.D.N.Y. 2009) .......................................................................................6
In re Interpublic Sec. Litig.,
No. 02 Civ. 6527 (DLC), 2004 WL 2397190
(S.D.N.Y. Oct. 26, 2004) ...........................................................................................................4
In re JDS Uniphase Corp. Sec. Litig.,
No. C-02-1486 CW(EDL), 2007 WL 4788556
(N.D. Cal. Nov. 27, 2007) .......................................................................................................12
In re L. G. Philips LCD Co., Ltd. Sec. Litig.,
No. 1:07-cv-00909-RJS, slip op.
(S.D.N.Y. Mar. 17, 2011) .......................................................................................................... 6
In re Lernout & Hauspie Sec. Litig.,
138 F. Supp. 2d 39 (D. Mass. 2001) ........................................................................................21
In re Lucent Techs., Inc. Sec. Litig.,
327 F. Supp. 2d 426 (D.N.J. 2004) ..........................................................................................22
In re Marsh & McLennan Cos., Inc. Sec. Litig.,
No. 04 Civ. 8144 (CM), 2009 WL 5178546
(S.D.N.Y. Dec. 23, 2009) .......................................................................................................... 5
In re Med. X-Ray Film Antitrust Litig,
No. CV-93-5904, 1998 WL 661515
(E.D.N.Y. Aug. 7, 1998) ............................................................................................................6
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Page
In re Mills Corp. Sec. Litig.,
265 F.R.D. 246 (E.D. Va. 2009) ..............................................................................................22
In re NASDAQ Mkt.-Makers Antitrust Litig.,
187 F.R.D. 465 (S.D.N.Y. 1998) .............................................................................................18
In re Noah Educ. Holdings Ltd. Sec. Litig.,
No. 1:08-cv-09203-RJS, slip op.
(S.D.N.Y. May 27, 2011) ..........................................................................................................6
In re Orion Sec. Litig.,
No. 1:08-cv-01328-RJS, slip op.
(S.D.N.Y. Apr. 14, 2011) ..........................................................................................................6
In re Oxford Health Plans, Inc., Sec. Litig.,
No. MDL 1222 (CLB), 2003 U.S. Dist. LEXIS 26795
(S.D.N.Y. June 12, 2003) ..........................................................................................................7
In re Priceline.com, Inc. Sec. Litig.,
No. 3:00-CV-1884 (AVC), 2007 WL 2115592
(D. Conn. July 20, 2007) .........................................................................................................19
In re Prudential Sec. Inc. Ltd. P'ships Litig.,
912 F. Supp. 97 (S.D.N.Y. 1996) ..............................................................................................6
In re Rite Aid Corp. Sec. Litig.,
146 F. Supp. 2d 706 (E.D. Pa. 2001) .................................................................................17, 18
In re Rite Aid Corp. Sec. Litig.,
362 F. Supp. 2d 587 (E.D. Pa. 2005) .......................................................................................17
In re Rite Aid Corp. Sec. Litig.,
396 F.3d 294 (3d Cir. 2005) ....................................................................................................18
In re Sumitomo Copper Litig.,
74 F. Supp. 2d 393 (S.D.N.Y. 1999) ...................................................................................6, 18
In re Telik, Inc. Sec. Litig.,
576 F. Supp. 2d 570 (S.D.N.Y. 2008) .....................................................................................10
In re Union Carbide Corp. Consumer Prods. Bus. Sec. Litig.,
724 F. Supp. 160 (S.D.N.Y. 1989) ..........................................................................................16
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Page
In re Veeco Instruments Inc. Sec. Litig.,
No. 05 MDL 01695 (CM), 2007 WL 4115808
(S.D.N.Y. Nov. 7, 2007) ..............................................................................................16, 21, 22
In re WorldCom, Inc. Sec. Litig.,
388 F. Supp. 2d 319 (S.D.N.Y. 2005) ................................................................................. 5, 19
In re Xcel Energy, Inc.,
364 F. Supp. 2d 980 (D. Minn. 2005) ......................................................................................23
J.I. Case Co. v. Borak,
377 U.S. 426 (1964) ............................................................................................................4, 20
Kurzweil v. Philip Morris Cos., Inc.,
No. 94 Civ. 2373 (MBM), 1999 WL 1076105
(S.D.N.Y. Nov. 30, 1999) ..........................................................................................................6
Landy v. Amsterdam,
815 F.2d 925 (3d Cir. 1987) ....................................................................................................12
LeBlanc-Sternberg v. Fletcher,
143 F.3d 748 (2d Cir. 1998) ....................................................................................................22
Maley v. Del Global Techs. Corp.,
186 F. Supp. 2d 358 (S.D.N.Y. 2002) ..............................................................................passim
Missouri v. Jenkins,
491 U.S. 274 (1989) ................................................................................................................16
Morrison v. Nat'l A ustl. Bank Ltd.,
U.S., 130 S. Ct. 2869 (2010) .....................................................................................13
Newman v. Caribiner Int'l, Inc.,
No. 99 Civ. 2271(GEL) (S.D.N.Y. Oct. 19, 2001) ............................................................18, 19
Robbins v. Koger Props., Inc.,
116 F.3d 1441 (1 lth Cir. 1997) ...............................................................................................12
Savoie v. Merchs. Bank,
166 F.3d 456 (2d Cir. 1999) ................................................................................................4, 17
Tellabs, Inc. v. Makor Issues & Rights, Ltd.,
551 U.S. 308 (2007) ................................................................................................................20
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Page
Wal-Mart Stores, Inc. v. Visa U.S.A. Inc.,
396 F.3d 96 (2d Cir. 2005) ........................................................................................................4
STATUTES, RULES AND REGULATIONS
15 U.S.C.
§78j(b) .....................................................................................................................................10
§78u-4(a)(4) ............................................................................................................................. 23
§78u-4(a)(6) ............................................................................................................................... 5
Federal Rules of Civil Procedure
Rule23 (f) .................................................................................................................................10
Rule30(b)(6) .............................................................................................................................9
SECONDARYA UTHORITIES
Dr. Jordan Milev, Robert Patton, Svetlana Starykh, and
Dr. John Montgomery, Recent Trends in Securities Class
Action Litigation: 2011 Year-End Review,
(NERA Dec. 14, 2011) ......................................................................................................14, 16
Elliott J. Weiss and John S. Beckerman, Let the Money Do
the Monitoring: How Institutional Investors Can Reduce
Agency Costs in Securities Class Actions,
104 Yale L.J. 2053 (1995) .......................................................................................................21
Securities Class Action Filings — 2011 Year in Review
(Cornerstone Research 2012) ....................................................................................................2
Third Circuit Task Force on Selection of Class Counsel,
208 F.R.D. 340 (Jan. 15, 2002) ...............................................................................................11
LEGISLATIVE HISTORY
H.R. Con£ Rep. No. 104-369, 1995 WL 709276 (1995) ........................................................20, 21
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I. INTRODUCTION
Lead Counsel have succeeded in obtaining a cash Settlement Fund of $67,500,000 for the
benefit of the Class.' Lead Counsel achieved this substantial recovery solely through skill,
persistence, and effective advocacy in the face of considerable risk. As compensation for their
efforts in achieving this result, Lead Counsel respectfully move this Court for an award of attorneys'
fees of 24.5% of the Settlement Fund, plus expenses incurred in the prosecution of the Litigation in
the amount of $461,050.19. In addition, Lead Counsel request approval of reimbursement for time
and expenses of Lead Plaintiff incurred in prosecuting the alleged fraud in the amount of $4,526.25.
Lead Counsel's prosecution of this Litigation spanned almost five years and was risky and
difficult from the outset. Settlement was only reached after Lead Counsel successfully defeated
Defendants' motion to dismiss and motion for reconsideration, obtained class certification,
aggressively pursued discovery, consulted with medical, biostatistics, FDA, loss causation, and
damages experts, and engaged in arduous, arm's-length settlement negotiations with the assistance
of a mediator for over a period of nearly six months. Lead Counsel filed this action in 2007. Shortly
thereafter, Pipefitters Union Local 537 Pension Fund was appointed Lead Plaintiff. No other party
moved to be lead plaintiff and no other counsel sought to be lead counsel. Had Lead Plaintiff and
Lead Counsel not been tenacious in bringing and pursuing this action, it is doubtful that Class
Members would have recovered anything from Defendants.
The Litigation is subject to the provisions of the Private Securities Litigation Reform Act of
1995 ("PSLRA"), the effect of which has been to make it harder for investors to bring and
successfully prosecute allegations of securities fraud. A study of securities class actions filed after
1
Unless otherwise noted, all capitalized terms used herein are defined in the November 7,
2012 Settlement Agreement (the "Stipulation"). Dkt. No. 112.
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the passage of the PSLRA between 1996 through 2011, found that 32% of the cases that reached the
point of a motion to dismiss were dismissed in defendants' favor. 2 Here, Lead Plaintiff and Lead
Counsel faced and overcame not only this very real risk but also the additional risk of class
certification and reached a substantial settlement for the benefit of the Class. Lead Counsel firmly
believe that the settlement is a result of their diligent and effective advocacy, as well as their
reputations as attorneys who are unwavering in their dedication to the interests of the class and
unafraid to zealously prosecute a meritorious case through trial.
The substantial efforts of Lead Counsel in achieving this settlement are set forth in detail in
the Declaration of Tor Gronborg in Support of Lead Plaintiff's Motion for Final Approval of Class
Action Settlement and Plan of Allocation of Settlement Proceeds and Award of Attorneys' Fees and
Expenses and Lead Plaintiff's Expenses Pursuant to 15 U.S.C. §78u-4(a)(4) ("Gronborg Decl."),
submitted herewith. Counsel in this action and their paraprofessionals combined have expended
over 6,800 hours in the prosecution of this Litigation with a resulting lodestar of more than $3.9
million. Lead Counsel undertook the representation of the Class on a contingent fee basis and no
payment has been made to date for their services or for the litigation expenses they have advanced
on behalf of the Class.
Importantly, the amount of the fee request was approved by Lead Plaintiff, who is an
experienced institutional investor with a financial stake in the outcome of the Litigation, and who is
the paradigmatic fiduciary for the Class that Congress envisioned in enacting the PSLRA. Such
endorsement strongly weighs in favor of approving the requested fee.
2 See Securities Class Action Filings — 2011 Year in Review, at 18 (Cornerstone Research
2012), attached as Exhibit 1 to the accompanying Compendium of Unreported and Secondary
Authorities Cited in Support of Lead Counsel's Motion for an Award of Attorneys' Fees and
Expenses and Lead Plaintiff's Expenses Pursuant to 15 U.S.C. §78u-4(a)(4) ("Compendium").
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The reaction of the Class to date also weighs in favor of the requested fee. Pursuant to the
Court's Order Preliminarily Approving Settlement and Providing for Notice (Dkt. No. 114), more
than 302,000 copies of the detailed Court-approved Notice have been mailed to potential Class
Members and nominees, and the Summary Notice has been published in a leading business
publication and widely disseminated over the Internet through Business Wire. See Declaration of
Carole K. Sylvester Re A) Mailing of the Notice of Proposed Settlement of Class Action and the
Proof of Claim Form, B) Publication of the Summary Notice, and C) Internet Posting ("Sylvester
Decl."), 3-10,13. The Notice advised Class Members that Lead Counsel would seek an attorneys'
fee award of 24.5% of the Settlement Fund, plus expenses not to exceed $650,000 plus interest
thereon. Although the January 28, 2013 deadline for objecting to the requested fees and expenses
has not yet passed, to date no such objections have been received.
For all the reasons set forth herein and in the Gronborg Declaration, Lead Counsel
respectfully submit that the requested attorneys' fees are fair and reasonable under the applicable
legal standards and should be awarded by the Court.
II. LEAD COUNSEL'S REQUESTED FEE IS FAIR AND REASONABLE
AND SHOULD BE APPROVED
A. Lead Counsel Are Entitled to a Reasonable Percentage of the
Common Fund
The Supreme Court has long recognized 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). The purpose
of the common fund doctrine is to fairly and adequately compensate class counsel for services
rendered and to ensure that all class members contribute equally towards the costs associated with
litigation pursued on their behalf. See Goldberger v. Integrated Res., Inc., 209 F.3d 43, 47 (2d Cir.
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2000); Cent. States SE & SWAreas Health & Welfare Fund v. Merck-Medco Managed Care, L.L.C.,
504 F.3d 229, 249 (2d Cir. 2007).
Indeed, for nearly 50 years the Supreme Court has repeatedly emphasized that private
securities actions provide "a most effective weapon in the enforcement' of the securities laws and
are `a necessary supplement to [SEC] action. " Bateman Eichler, Hill Richards, Inc. v. Berner, 472
U.S. 299, 310 (1985) (quoting J.I. Case Co. v. Borak, 377 U.S. 426, 432 (1964)).
Courts in this Circuit and District have consistently adhered to these teachings. See In re
Interpublic Sec. Litig., No. 02 Civ. 6527 (DLC), 2004 WL 2397190, at * 10 (S.D.N.Y. Oct. 26, 2004)
("It is well established that where an attorney creates a common fund from which members of a class
are compensated for a common injury, the attorneys who created the fund are entitled to `a
reasonable fee — set by the court — to be taken from the fund.") (citation omitted).
B. The Court Should Award a Reasonable Percentage of the Common
Fund to Lead Counsel
The Second Circuit has expressly approved the "percentage-of-the-fund" method for awards
of fees in common fund cases, recognizing that "the lodestar method proved vexing" and had
resulted in "an inevitable waste of judicial resources." Goldberger, 209 F.3d at 48, 49; see also
Savoie v. Merchs. Bank, 166 F.3d 456,460 (2d Cir. 1999) (the "percentage-of-the-fund method has
been deemed a solution to certain problems that may arise when the lodestar method is used in
common fund cases"); Blum v. Stenson, 465 U.S. 886, 903* (1984) ("In tort suits, an attorney might
receive one-third of whatever amount the plaintiff recovers. In those cases, therefore, the fee is
directly proportional to the recovery.") (concurring) (citation omitted). The Second Circuit
recognized how the percentage method "directly aligns the interests of the class and its counsel and
provides a powerful incentive for the efficient prosecution and early resolution of litigation," and
noted that the "trend in this Circuit is toward the percentage method." Wal-Mart Stores, Inc. v. Visa
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U.S.A. Inc., 396 F.3d 96,122 (2d Cir. 2005) (citation omitted); see also Fogarazzo v. Lehman Bros.,
Inc., No. 03 Civ. 5194 (SAS), 2011 WL 671745, at *2 (S.D.N.Y. Feb. 23, 2011) ("The trend in this
Circuit is toward the percentage method, which directly aligns the interests of the class and its
counsel and provides a powerful incentive for the efficient prosecution and early resolution of
litigation. ,). 3
The text of the PSLRA itself also supports awarding attorneys' fees in securities cases using
the percentage method, as it provides that the "[t]otal attorneys' fees and expenses awarded by the
court to counsel for the plaintiff class shall not exceed a reasonable percentage of the amount"
recovered for the class. 15 U.S.C. §78u-4(a)(6) (emphasis added); In re WorldCom, Inc. Sec. Litig.,
388 F. Supp. 2d 319, 355 (S.D.N.Y. 2005) (the PSLRA expressly contemplates that "the percentage
method will be used to calculate attorneys' fees in securities fraud class actions"); Maley v. Del
Global Techs. Corp., 186 F. Supp. 2d 358, 370 (S.D.N.Y. 2002) (by using this language, Congress
"indicated a preference for the use of the percentage method" rather than the lodestar method).
Given the language of the PSLRA, the Supreme Court's indication that the percentage
method is proper in this type of case, the Second Circuit's explicit approval of the percentage
method, and the trend among the district courts in this Circuit, it is appropriate for the Court to
award Lead Counsel attorneys' fees based on a percentage of the fund.
C. The Requested Fee Is Well Within the Range of What Courts Have
Found to Be Fair and Reasonable Under the Percentage Method
Before determining whether Lead Counsel merit a percentage fee award that is within a
reasonable range, it is appropriate to consider what constitutes a "reasonable range."
3 See also In re Marsh & McLennan Cos., Inc. Sec. Litig., No. 04 Civ. 8144 (CM), 2009 WL
5178546, at *14 (S.D.N.Y. Dec. 23, 2009) ("the percentage method continues to be the trend of
district courts in this Circuit and has been expressly adopted in the vast majority of circuits").
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In Cent. States, the Second Circuit affirmed a fee award of 30% of a $42.5 million settlement
noting that the "District Court applied the Goldberger test and made specific and detailed findings
from the record, as well as from its own familiarity with the case, including the fact that counsel
expended substantial time and effort in the litigation [and] that the case was litigated on a purely
contingent basis." 504 F.3d at 249; see also Maley, 186 F. Supp. 2d at 374 (awarding 33-1/3% fee);
In re Med. X-Ray Film Antitrust Litig., No. CV-93-5904,1998 WL 661515, at *7 (E.D.N.Y. Aug. 7,
1998) (awarding 33-1/3% of $40 million settlement); Baffa v. Donaldson Lufkin & Jenrette Sec.
Corp., No. 96 CIV. 0583 (DAB), 2002 WL 131.5603, at *2 (S.D.N.Y. June 17, 2002) (awarding 30%
of settlement fund).
Moreover, in the Southern District of New York, in class actions where plaintiffs' counsel
have secured recoveries for investors of over one million dollars, courts, including this one, have
routinely approved attorneys' fees in the range of 26.5% up to 33-1/3%. See In re L. G. Philips LCD
Co., Ltd. Sec. Litig., No. 1:07-cv-00909-RJS, slip op. at 1 (S.D.N.Y. Mar. 17,201 1) (approving 30%
fee on $18 million recovery); 4 In re Orion Sec. Litig., No. 1:08-cv-01328-RJS, slip op. at 1
(S.D.N.Y. Apr. 14, 2011) (approving 30% fee on $3.25 million recovery); In re Noah Educ.
Holdings Ltd. Sec. Litig., No. 1:08-cv-09203-RJS, slip op. at 2 (S.D.N.Y. May 27, 2011) (approving
33-1/3% fee on $1.75 million recovery); In re Initial Pub. Offering Sec. Litig., 671 F. Supp. 2d 467,
516 (S.D.N.Y. 2009) (approving 33-1/3% fee on total recovery of $586 million); Kurzweil v. Philip
Morris Cos., Inc., No. 94 Civ. 2373 (MBM), 1999 WL 1076105 (S.D.N.Y. Nov. 30, 1999)
(approving 30% fee on $123 million settlement); In re Sumitomo Copper Litig., 74 F. Supp. 2d 393
(S.D.N.Y. 1999) (approving 27.5% fee on $116 million settlement); In re Prudential Sec. Inc. Ltd.
4 All unreported authorities are attached to the Compendium.
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P'ships Litig., 912 F. Supp. 97 (S.D.N.Y. 1996) (approving 27% fee on $110 million settlement); In
re Oxford Health Plans, Inc., Sec. Litig., No. MDL 1222 (CLB), 2003 U.S. Dist. LEXIS 26795, at
*13 (S.D.N.Y. June 12, 2003) (approving 28% fee on recovery of $300 million); In re CIT Grp. Inc.
Sec. Litig., No. 1:08-cv-06613-BSJ-THK, slip op. at 1 (S.D.N.Y. June 13, 2012) (approving 26.5%
on a $75 million recovery); Cornwell v. Credit Suisse Grp., No. 08-cv-03758(VM), slip op. at 2
(S.D.N.Y. July 20, 2011) (approving 27.5% fee on $70 million recovery).
For the reasons set forth below and in the Gronborg Declaration, Lead Counsel respectfully
submit that the excellent result achieved here, in the face of exceptional risks, would plainly justify a
fee award at the top of any reasonable range relevant to other cases analyzed under Goldberger — and
that the 24.5% fee requested here is fully merited.
D. The Goldberger Factors Support Lead Counsel's Requested Fee
In Goldberger, the Second Circuit provided guidance to district courts for analyzing fee
applications by requiring that they consider the following factors in a common fund case: (1) the
magnitude and complexities of the action; (2) the litigation risks involved; (3) the quality of class
counsel's representation; (4) the size of the requested fee in relation to the recoveries obtained;
(5) the time and labor expended by class counsel; and (6) public policy considerations. 209 F.3d at
50. These factors are non-exclusive, and, as noted below, courts in this District and elsewhere have
also considered, among other things, the endorsement of a sophisticated lead plaintiff.
Although none of them is controlling, each of the foregoing factors weighs strongly in favor
of approving the requested 24.5% fee here.
1. The Action's Magnitude and Complexity Support the
Requested Fee
Courts have long recognized that securities class actions are notoriously complex and
difficult to prove. See, e.g., In re AOL Time Warner, Inc. Sec. & "ERISA" Litig., No. MDL 1500,
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2006 WL 903236, at *9 (S.D.N.Y. Apr. 6, 2006) ("the legal requirements for recovery under the
securities laws present considerable challenges, particularly with respect to loss causation and the
calculation of damages"); Fogarazzo, 2011 WL 671745, at *3 ("securities actions are highly
complex"); In re Flag Telecom Holdings, Ltd. Sec. Litig., No. 02-CV-3400(CM)(PED), 2010 WL
4537550, at *27 (S.D.N.Y. Nov. 8, 2010) (courts have long recognized that securities class litigation
is "notably difficult and notoriously uncertain") (citation omitted).
As detailed in the Gronborg Declaration at 8-11,18-44, 65-74, there is no question that this
Litigation presented a number of sharply contested issues of both law and fact and that Lead Plaintiff
faced formidable defenses to liability and damages. This was a complex class action involving
unique and difficult legal and factual issues under the federal securities laws. Lead Plaintiff alleged
that Defendants made misrepresentations and omissions to investors about the safety and
approvability of Pristiq for treatment of vasomotor symptoms ("VMS"). Adequately pleading these
claims was a significant undertaking, which involved, among other things, (a) the review and
analysis of thousands of pages of SEC and FDA filings, news articles, analyst reports, and other
written materials; (b) identifying, locating, and interviewing former Wyeth employees with relevant
knowledge; and (c) consulting with medical, biostatistics, damages, and loss causation
consultants/experts.
Throughout the Litigation, Defendants have adamantly denied liability and asserted they had
absolute defenses to Lead Plaintiffs claims, including that the cardiovascular adverse events
associated with Pristiq were publicly disclosed prior to the end of the Class Period, that Defendants'
misstatements and omissions were not material, that Defendants believed Pristiq was a safe and
effective treatment for VMS with allegedly no statistically significant evidence to the contrary, and
that Lead Plaintiff could not prove loss causation and damages. If the Litigation had not been
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settled, Lead Counsel would have been faced with additional complex factual and legal issues as
Defendants continued to pursue a vigorous defense. Unquestionably, absent a settlement there
would have been additional fact discovery, expert discovery, contested motions for summary
judgment, and trial.
The proposed settlement was reached less than two months before the fact discovery cut-off
and only after the case was actively prosecuted for almost five years. During that time, Lead
Counsel on behalf of Lead Plaintiff (1) successfully opposed Defendants' motion to dismiss and
motion for reconsideration; (2) engaged in bifurcated discovery on the issues of materiality and
statistical significance; (3) prepared for and attended a face-to-face discovery and settlement meeting
with defense counsel where each side presented their respective positions on the merits of the case,
along with supporting evidence and expert presentations; (4) addressed Defendants' proposed
summary judgment on the issue of materiality; (5) obtained class certification after extensive
briefing, class certification discovery, and argument; (6) engaged in many months of fact discovery,
including the review of over 1.3 million pages of documents produced by Defendants, a large portion
of which concerned the Pristiq for VMS clinical trials and were highly technical, the review of over
52,000 pages of documents produced by third parties, including financial analysts and the European
Medicines Agency, depositions of former and current Wyeth employees, including the depositions of
corporate representatives pursuant to Fed. R. Civ. P. 30(b)(6), and preparation for over 20 fact
depositions, including the deposition of each Defendant; and (7) engaged in settlement discussions
with the assistance of Judge Layn R. Phillips (Ret.) over a nearly six month period.
The "magnitude" of this class action is also apparent, as it involves thousands of investors.
The Notice of Proposed Settlement of Class Action was mailed to over 302,000 potential Class
Members, including hundreds of institutional investors. See Sylvester Decl., 3-10.
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In sum, the "magnitude and complexity" factor clearly weighs in favor of the requested fee.
2. The Risks of the Litigation Support the Requested Fee
The Second Circuit has identified "the risk of success as `perhaps the foremost' factor to be
considered in determining [a reasonable fee award]." Goldberger, 209 F.3d at 54 (citation omitted);
see also In re Telik, Inc. Sec. Litig., 576 F. Supp. 2d 570, 592 (S.D.N.Y. 2008) ("Courts have
repeatedly recognized that `the risk of the litigation' is a pivotal factor in assessing the appropriate
attorneys' fees to award to plaintiffs' counsel in class actions.") (citation omitted). As set forth
below, Lead Counsel confronted a host of significant risks in establishing both liability and damages.
a. Risks of Establishing Liability Against the Defendants
Lead Counsel faced very significant risks in establishing liability as to the Defendants. As
detailed in the Gronborg Declaration, these risks included, among other things: the risk Lead
Plaintiff could not demonstrate a genuine issue of material fact with respect to each element of its
securities claims to the Court's satisfaction; the risk Lead Plaintiff could not prove loss causation;
the risk Lead Plaintiff could not prove scienter; and the risk a jury would find the alleged false
statements were immaterial or not actionable. Lead Plaintiff also faced the risk that, in response to
Defendants' Rule 23(f) petition, the Second Circuit would reverse or amend the Court's Order
certifying the Class. The risky nature of this Litigation is also underscored by the fact that no
counsel other than Lead Counsel even moved to be appointed to represent the Class.
b. The Risks of Establishing Damages and Related Loss
Causation Issues
Under the federal securities laws, there can be no recovery in a § 10(b) case where the loss
was caused by factors unrelated to an alleged false statement or omission. Here, the amount of
damages that the Lead Plaintiff could have reasonably hoped to recover after taking into account
causation issues was hotly disputed — and any resolution of this issue would have inevitably boiled
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down to a "battle of the experts" and the inherent risk that the jury would credit Defendants' experts
over those of Lead Plaintiff. See Hicks v. Morgan Stanley, No. 01 Civ. 10071 (RJH), 2005 WL
2757792, at *6 (S.D.N.Y. Oct. 24, 2005) ("battle[s] of the experts" invariably "create[] a significant
obstacle to plaintiffs"); In re Am. Bank Note Holographics, Inc., Sec. Litig., 127 F. Supp. 2d 418,
426-27 (S.D.N.Y. 2001) ("[i]n such a battle, Plaintiffs' Counsel recognize the possibility that ajury
could be swayed by experts for Defendants, who could minimize or eliminate the amount of
Plaintiffs' losses").
The only certainty regarding damages was that the cause of the losses would be vigorously
contested, and the risk of recovering nothing was all too real even if Lead Plaintiff succeeded on all
liability issues. In any event, the numerous, specific, and serious risks of litigation presented by the
facts of this case also weigh strongly in favor of the requested fee.
c. General Litigation Risks and the Fully Contingent
Nature of Lead Counsel's Retention
In evaluating the contingent litigation risk, the Third Circuit Task Force on Selection of Class
Counsel, 208 F.R.D. 340, 343 (Jan. 15, 2002) recognized that "[t]he fact that there will be no
payment if there is no settlement or trial victory means that there is greater risk for plaintiffs' counsel
in these class action cases than in cases in which an hourly rate or flat fee is guaranteed. The quid
pro quo for the risk, and for the delay in receiving any compensation in the best of circumstances, is
some kind of risk premium if the case is successful." See also Flag Telecom, 2010 WL 4537550, at
*27 ("Courts in the Second Circuit have recognized that the risk associated with a case undertaken
on a contingent fee basis is an important factor in determining an appropriate fee award."); Am. Bank
Note Holographics, 127 F. Supp. 2d at 433 (it is "appropriate to take this [contingent-fee] risk into
account in determining the appropriate fee to award").
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The risk of no recovery in complex cases of this type is real, and is heightened when
plaintiffs' counsel press to achieve the very best result for those they represent. Indeed, even if Lead
Plaintiff here had defeated Defendants' anticipated summary judgment motion and prevailed at trial
on both liability and damages, no judgment would have been secure until after the rulings on the
inevitable post judgment motions and appeals became final — a process that would likely take years.
Lead Counsel know from experience that despite the most vigorous and skillful efforts, a firm's
success in contingent litigation, such as this, is never assured, and there are many class actions in
which plaintiffs' counsel expended tens of thousands of hours and received nothing for their efforts.
Indeed, even judgments affirmed on appeal by an appellate panel are no assurance of a recovery.
See, e.g., Backman v. Polaroid Corp., 910 F.2d 10 (1st Cir. 1990) (after 11 years of litigation, and
following a jury verdict for plaintiffs and an affirmance by a First Circuit panel, plaintiffs' claims
were dismissed by an en banc decision and plaintiffs recovered nothing). Countless other significant
cases have been lost after the investment of tens of thousands of hours of attorney time and millions
of dollars on expert and other litigation costs at summary judgment or after trial. 5
Similarly, even the most promising cases can be eviscerated by a sudden change in the law
after years of litigation. See, e.g., In re Alstom SA Sec. Litig., 741 F. Supp. 2d 469 (S.D.N.Y. 2010)
See, e.g., Robbins v. Koger Props., Inc., 116 F.3d 1441 (11th Cir. 1997) (reversal of jury
verdict of $81 million against accounting firm after a 19-day trial); Bentley v. Legent Corp., 849 F.
Supp. 429 (E.D. Va. 1994) (directed verdict after plaintiffs' presentation of their case to the jury),
aff'd sub nom. Herman v. Legent Corp., 50 F.3d 6 (4th Cir. 1995); Landy v. Amsterdam, 815 F.2d
925 (3d Cir. 1987) (directed verdict for defendants after five years of litigation); Anixter v. Home-
Stake Prod. Co., 77 F.3d 1215 (10th Cir. 1996) (overturning plaintiffs' verdict following two
decades of litigation); In re Apple Computer Sec. Litig., No. C-84-20148(A)-JW, 1991 WL 238298
(N.D. Cal. Sept. 6, 1991) ($100 million jury verdict vacated on post-trial motions); In re JDS
Uniphase Corp. Sec. Litig., No. C-02-1486 CW(EDL), 2007 WL 4788556 (N.D. Cal. Nov. 27, 2007)
(defense verdict after four weeks of trial); In re BankAtlantic Bancorp, Inc., No. 07-61542-CIV,
2011 WL 1585605, at *1 (S.D. Fla. Apr. 25, 2011) (defendants' motion for judgment as matter of
law granted following a four week trial).
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(after completion of extensive foreign discovery, 95% of plaintiffs' damages were eliminated by the
Supreme Court's reversal of 40 years of circuit court precedent in Morrison v. Nat'l Austl. Bank Ltd.,
U.S. , 130 S. Ct. 2869 (2010)).
Unlike counsel for the Defendants, who are paid substantial hourly rates and reimbursed for
their expenses on a regular basis, Lead Plaintiff's counsel have not been compensated for any of
their time (6,838.45 hours with a lodestar value of $3,909,020.75) or reimbursed for any of their
litigation expenses ($461,050.19) incurred over the almost five years that have passed since the
Litigation was commenced. Moreover, Lead Plaintiff's counsel would not have been compensated
for their time at all had they been unsuccessful in this Litigation. Because the fee to be awarded in
this matter is entirely contingent, the only certainties from the outset were that there would be no fee
without a successful result, and that a successful result, if any, could be achieved only after lengthy
and difficult effort. Lead Counsel therefore respectfully submit that the fully contingent nature of
their retention in this high-risk action weighs strongly in favor of the requested fees and expenses,
and should be given serious consideration by the Court.
3. The Quality of Lead Counsel's Representation Supports the
Requested Fee
A number of considerations may be relevant to assessing the quality of class counsel's
representation of a plaintiff class, including the court's own observations, class counsel's experience
and standing at the bar, and the quality of the opposing counsel whom class counsel had to litigate
against. The seminal test for evaluating "quality of the representation," however, is the quality of the
results achieved for the class members whom they were appointed to represent.
a. The Results Obtained from Lead Counsel's Efforts
Courts have consistently recognized that the results achieved is a major factor to be
considered in making a fee award. Hensley v. Eckerhart, 461 U.S. 424, 436 (1983). For all the
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reasons detailed in the accompanying Gronborg Declaration, Lead Counsel respectfully submit that
the results that they obtained for the Class in this Litigation are outstanding by any measure. These
results, without more, weigh strongly in favor of finding that the quality of Lead Counsel's
representation here was at the top end of the scale. Lead Counsel have secured a settlement that
provides for a substantial and certain cash payment of $67,500,000 for the benefit of the Class. The
excellent nature of this settlement is supported by a review of recoveries in other securities class
action settlements. A study by National Economic Research Associates ("NERA"), an economic
consulting firm, states that in 2011, the median settlement amount in shareholder class actions was
$8.7 million. Dr. Jordan Milev, Robert Patton, Svetlana Starykh, and Dr. John Montgomery, Recent
Trends in Securities Class Action Litigation: 2011 Year-End Review, at 17 (NERA Dec. 14, 2011),
attached as Exhibit 2 to the Compendium. The present settlement is nearly eight times the 2011
median recovery. Moreover, the recovery in this case was made without the benefit of any SEC or
other regulatory investigation and without the benefits of any admissions of any wrongdoing from
Defendants. This was not a case where Lead Plaintiff or Lead Counsel could rely on the work done
in any other litigation or rely on any admission by Defendants. When measured against the results in
comparable cases, Lead Counsel achieved an excellent recovery for Class Members. Thus, the
$67,500,000 recovery for the Class strongly supports the requested fee award.
b. The Court's Observations as to the Quality of Lead
Counsel's Work
The Court may, of course, also take into account its own observations of the quality of Lead
Counsel's representation during the course of this Litigation. The Court has reviewed the
Consolidated Complaint and Lead Counsel's briefing and argument regarding, inter alia, the motion
to dismiss, motion for reconsideration, and class certification. Although this work represents only a
small fraction of the total work that Lead Counsel have performed in the course of litigating the case,
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we respectfully submit that the quality of that work is reflective of the quality, thoroughness, and
professionalism of the efforts that Lead Counsel have devoted to all aspects of this Litigation on
behalf of the Lead Plaintiff and the Members of the Class.
c. The Standing and Expertise of Lead Counsel
Lead Counsel are highly experienced in prosecuting securities class actions, and worked
diligently and efficiently to prosecute this Litigation. Lead Counsel's experience and track record in
complex securities class action litigation is summarized in the firm resume attached as Exhibit A to
the accompanying Declaration of Laurie L. Largent Filed on Behalf of Lead Counsel in Support of
Application for Award of Attorneys' Fees and Expenses ("Largent Decl. ").
Lead
Counsel are
consistently ranked among the top plaintiffs' firms in the country. Further, Lead Counsel have taken
multiple complex securities fraud class action cases to trial, and are among the few firms to have
done so. Lead Counsel respectfully submit that their willingness and ability to litigate cases through
trial added critical leverage in the settlement negotiations.
d. The Standing and Expertise of Defendants' Counsel
The quality of the work performed by Lead Counsel in obtaining the settlement should also
be evaluated in light of the quality of the opposition. See, e.g., In re Adelphia Commc'ns Corp. Sec.
& Derivative Litig., No. 03 MDL 1529 (LMM), 2006 WL 3378705, at *3 (S.D.N.Y. Nov. 16, 2006)
("The fact that the settlements were obtained from defendants represented by `formidable opposing
counsel from some of the best defense firms in the country' also evidences the high quality of lead
counsels' work. "). Here,
the Defendants were represented by one of the country's preeminent law
firms, Simpson Thacher & Bartlett LLP, which vigorously defended the Litigation from the filing of
the first complaint. The corporate defendant, Wyeth (now Pfizer), is also well-versed in complex
litigation and has demonstrated a willingness to take cases to trial. That Lead Counsel was able to
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negotiate such an excellent recovery in the face of such formidable (and well-financed) opposition is
a testament to the skill and dedication that Lead Counsel brought to every phase of this Litigation.
In sum, all of the customary metrics indicative of exceptional "quality of representation"
weigh in favor of the requested fee.
4. The Requested Fee Is Fair and Reasonable in Relation to the
Size of the Recoveries and Comparable Fee Awards
As discussed previously, the requested 24.5% fee falls in the "range of reasonableness" based
on fees awarded by courts across the nation in other securities cases settling in the $25 million to
$100 million range. The NERA study confirms that between 1996 and 2011, the median plaintiffs'
attorneys' fees for settlements between $25 and $99.9 million was 27% of the settlement.
Compendium, Ex. 2 at 22. This study suggests that the requested 24.5% fee here is justified in
relation to the size of the recovery.
5. The Time and Labor Expended by Lead Counsel, Including a
"Lodestar Crosscheck," Support the Requested Fee
The Second Circuit permits courts to utilize a lodestar "cross check" to further test the
reasonableness of a percentage-based fee. See Goldberger, 209 F.3d at 50. The "lodestar" is
calculated by multiplying the number of hours expended on the litigation by each particular attorney
or paraprofessional by their current hourly rate, and totaling the amounts for all timekeepers. 6
6 Both the Supreme Court and courts in this Circuit have long approved the use of current
hourly rates to calculate the base lodestar figure as a means of compensating for the delay in
receiving payment that is inherent in class actions, inflationary losses, and the loss of access to legal
and monetary capital that could otherwise have been employed had class counsel been paid on a
current basis during the pendency of the litigation. See In re Union Carbide Corp. Consumer Prods.
Bus. Sec. Litig., 724 F. Supp. 160, 163 (S.D.N.Y. 1989); In re Veeco Instruments Inc. Sec. Litig.,
No. 05 MDL 01695 (CM), 2007 WL 4115808, at *9 (S.D.N.Y. Nov. 7,2007); Missouri v. Jenkins,
491 U.S. 274, 284 (1989).
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Additionally, "[u]nder the lodestar method of fee computation, a multiplier is typically
applied to the lodestar." In re Global Crossing Sec. & ERISA Litig., 225 F.R.D. 436,468 (S.D.N.Y.
2004). "The multiplier represents the risk of the litigation, the complexity of the issues, the
contingent nature of the engagement, the skill of the attorneys, and other factors."
Id. (citing
Goldberger, 209 F.3d at 47; Savoie, 166 F.3d at 460).
In this entirely contingent action, Lead Plaintiff's counsel have collectively spent 6,838.45
hours, representing a lodestar of $3,909,020.75, in investigating, prosecuting, and ultimately settling
these claims. 7 All time spent litigating this matter was reasonably necessary and appropriate, and,
Lead Counsel respectfully submit, the results achieved further confirm that the time spent on the
case was entirely proportionate to the amounts at stake.
Based on a 24.5% fee, Lead Plaintiff's counsel's aggregate lodestar of $3,909,020.75 would
yield a "crosscheck" multiplier of 4.2. Like the requested 24.5% fee award, the inferred lodestar
multiplier here also falls well within the range of multipliers awarded in other complex cases,
including other securities class actions that were certainly no more exceptional than this one.
In complex contingent litigation, lodestar multiples of four or more are commonly awarded
in this Circuit and throughout the nation. See Maley, 186 F. Supp. 2d at 369 (awarding fee equal to a
4.65 multiplier as "well within the range awarded by courts in this Circuit and courts throughout the
country"); In re Rite Aid Corp. Sec. Litig., 146 F. Supp. 2d 706, 736 n.44 (E.D. Pa. 2001) and In re
Rite Aid Corp. Sec. Litig., 362 F. Supp. 2d 587, 589-91 (E.D. Pa. 2005) (awarding fees in case
involving combined recoveries of $319.6 million with multiplier of 4.5 to 8.5 with respect to one
7 The time expended by each legal professional and paraprofessional who worked on this
matter (including their hourly rates and the resulting lodestar for each individual) is set forth in the
Largent Declaration and the Declaration of Matthew P. Montgomery Filed in Support of Application
for Award of Attorneys' Fees and Expenses, submitted herewith.
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recovery and 6.96 multiplier for the other, for an aggregate multiplier of roughly 6.7). 8 Case law
involving fee awards in other complex types of class actions stand for the same proposition. See,
e.g., In re NASDAQ Mkt.-Makers Antitrust Litig.,
187 F.R.D. 465, 489 (S.D.N.Y. 1998) (awarding
3.97 multiplier, and finding multipliers of 3 to 4.5 to be "common"); Sumitomo Copper, 74 F. Supp.
2d at 399 (similarly finding 3 to 4.5 multipliers to be common).
Moreover, the lodestar "crosscheck" is exactly that— a rough crosscheck that is not intended
to supplement the primacy of the percentage-based method. For example, as the court expressly
noted in Rite Aid, 146 F. Supp. 2d at 736 n.44, if high multipliers are not allowed in cases involving
large dollar recoveries, then the lodestar approach "begins to dominate and supersede the percentage
of the recovery formula," particularly in those exemplary cases where the recovery greatly exceeds
the norm for such litigation. See also In re Rite Aid Corp. Sec. Litig., 396 F.3d 294, 307 (3d Cir.
2005) ("the lodestar cross-check does not trump the primary reliance on the percentage of common
fund method"). Courts in this District have similarly emphasized that the lodestar crosscheck should
not override the percentage approach where class counsel's efforts have produced exceptional
results. For example, in In re Buspirone Antitrust Litig., No. MDL 1413 (JGK), 2003 U.S. Dist.
LEXIS 26538 (S.D.N.Y. Apr. 17, 2003), Judge Koeltl awarded a 33% fee with an 8.46 multiplier.
Similarly, in Newman v. Caribiner Int'l, Inc., No. 99 Civ. 2271(GEL) (S.D.N.Y. Oct. 19, 2001),
Judge Lynch observed that: "I wanted to note that, in my view, there is no difficulty with the fact
candidly acknowledged in the papers that, in terms of the time expended, this is a profitable case for
the plaintiffs' lawyers who worked on it. Contingency type percentage settlements serve an
x See also In re AremisSoft Corp. Sec. Litig., 210 F.R.D. 109, 130-35 (D.N.J. 2002) (awarding
fee equal to 4.3 multiplier in case involving $194 million recovery); In re Doral Fin. Corp. Sec.
Litig., No. 1:05-md-01706-RO, slip op. at 5 (S.D.N.Y. July 17, 2007) ($129 million recovery for the
class; awarding fee equal to a "reasonable multiplier of 10.26").
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Case 1:07-cv-10329-RJS Document 117 Filed 01/10/13 Page 28 of 36
important purpose ... so it is important in awarding or approving a fee settlement in a case of this
kind not to be [blinded] that in this particular case, calculated on an hourly basis, [that] this is a very
large, high proportion to what hourly charges would have been." Id. at 6. Judge Lynch proceeded to
approve a percentage-based fee that equated to a 7.7 multiplier. Id.
For the same reasons as discussed above, and given the outstanding results achieved solely
due to Lead Counsel's efforts in the face of substantial litigation risk, the requested multiplier of 4.2
falls within the range of "lodestar crosschecks" that are regularly approved in complex class actions,
and should be approved.
6. Important Public Policy Considerations Further Support the
Requested Fee
Although it is a factor that is too often given only cursory attention, public policy
considerations constitute a final but nonetheless very significant factor to consider in evaluating a fee
request. See Goldberger, 209 F.3d at 50; Flag Telecom, 2010 WL 4537550, at *29; see also
WorldCom, 388 F. Supp. 2d at 359 ("to attract well-qualified plaintiffs' counsel who are able to take
a case to trial, and who defendants understand are able and willing to do so, it is necessary to provide
appropriate financial incentives"); In re Priceline.com, Inc. Sec. Litig., No. 3:00-CV-1884 (AVC),
2007 WL 2115592, at *5 (D. Conn. July 20, 2007) (fee awards in complex securities cases "help[] to
perpetuate the availability of skilled counsel for future cases of this nature"); Hicks, 2005 WL
2757792, at *9 ("To make certain that the public, is represented by talented and experienced trial
counsel, the remuneration should be both fair and rewarding.") (citation omitted); Maley, 186 F.
Supp. 2d at 369 ("courts recognize that such awards serve the dual purposes of encouraging
representatives to seek redress for injuries caused to public investors and discouraging future
misconduct of a similar nature")
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Similarly, for decades the Supreme Court has consistently recognized that the public has a
particularly strong interest in incentivizing top-quality plaintiffs' counsel to pursue private actions
under the federal securities laws to protect investors, deter violations, and help maintain the integrity
of the nation's securities markets. Justice Ginsburg delivered the opinion of the Supreme Court:
"This Court has long recognized that meritorious private actions to enforce federal antifraud
securities laws are an essential supplement to criminal prosecutions and civil enforcement actions
brought, respectively, by the Department of Justice and the Securities and Exchange Commission
(SEC)." Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 313 (2007). 9 Indeed, as
Congress recognized in passing the PSLRA in 1995:
Private securities litigation is an indispensable tool with which defrauded investors
can recover their losses without having to rely upon government action. Such private
lawsuits promote public and global confidence in our capital markets and help to
deter wrongdoing and to guarantee that corporate officers, auditors, directors,
lawyers and others properly perform their jobs. This legislation seeks to return the
securities litigation system to that high standard.
See H.R. Conf. Rep. No. 104-369, at 31, 1995 WL 709276, at *31 (1995) ("H.R. Conf. Rep.")
Simply stated, the SEC, a vital but understaffed agency whose inadequate funding has been the
subject of numerous news stories and other accounts in recent years, does not have anywhere near
the budget or personnel to ensure enforcement of the securities laws. If the vitally important public
policy of supplementing SEC enforcement through effective private litigation is to be carried out, the
courts should award fees that appropriately reward plaintiffs' counsel for obtaining outstanding
results for the many risks that they assume in prosecuting securities class actions.
y See also J.I. Case, 377 U.S. at 432 (private securities actions provide "a most effective
weapon in the enforcement" of the securities laws and are "a necessary supplement to [SEC]
action"); Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 345 (2005) ("The securities statutes seek to
maintain public confidence in the marketplace" and "[t]hey do so by deterring fraud, in part, through
the availability of private securities fraud actions. ").
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Case 1:07-cv-10329-RJS Document 117 Filed 01/10/13 Page 30 of 36
For the foregoing reasons, public policy considerations provide further support for the
requested attorneys' fees — a fee that is well within the established measures of reasonableness.
10
E. Lead Plaintiffs Endorsement Should Also Be Considered in
Determining Reasonableness of the Requested Fee
In enacting the PSLRA, Congress sought to encourage institutional investors to play an
active role in prosecuting cases under the securities laws, and indicated its belief that increasing the
role of such sophisticated investors would "ultimately benefit shareholders and assist courts by
improving the quality of representation in securities class actions." H.R. Conf. Rep. at 34; see also
In re Lernout & Hauspie Sec. Litig., 138 F. Supp. 2d 39, 43 (D. Mass. 2001). Because institutional
investors with large financial stakes in an action have a particular interest in ensuring that class
counsel receive appropriate, but not excessive, fees upon final resolution of a case, courts can have
more confidence in the fairness of fee requests in cases subject to the supervision of such
institutional plaintiffs.
See Elliott J. Weiss and John S. Beckerman, Let the Money Do the
Monitoring: How Institutional Investors Can Reduce Agency Costs in Securities Class Actions, 104
Yale L.J. 2053, 2105 (1995), cited with approval by H.R. Conf. Rep. at 34; see also In re Comverse
Tech., Inc. Sec. Litig., No. 06-CV-1825 (NGG)(RER), 2010 WL 2653354, at *3 (E.D.N.Y. June 24,
2010) (the fact that "PSLRA lead plaintiffs often have a significant financial stake in the
settlement" provides them with "a powerful incentive to ensure that any fees resulting from that
settlement are reasonable") (citation omitted).
10
The reaction of the Class may also be considered in assessing the reasonableness of a
requested fee. See Veeco, 2007 WL 4115808, at *10; Maley, 186 F. Supp. 2d at 374. Although the
deadline for objections to the requested fees and expenses has not yet passed, no objections have
been received to date. Lead Counsel will address objections to the request for fees and expenses, if
any arise, in a supplemental submission to be filed on February 14, 2013.
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Case 1:07-cv-10329-RJS Document 117 Filed 01/10/13 Page 31 of 36
The Lead Plaintiff here is precisely the kind of large and sophisticated institutional investor
that Congress wanted to supervise this type of litigation, especially since it has a substantial financial
interest at stake and has had direct involvement in the Litigation from its early days through
settlement. Based on its knowledge of the case and its review of the relevant facts, including the
results achieved in the face of significant litigation risks, Lead Plaintiff has approved and fully
supports the requested fee. See paragraph 5 to the Declaration of Charles T. Hannaford in Support of
Motion for Final Approval of Settlement, Plan of Allocation of Settlement Proceeds, and Award of
Attorneys' Fees and Expenses ("Hannaford Decl."), filed herewith.
The endorsement of Lead Counsel's fee request by the institutional Lead Plaintiff strongly
supports approval of the requested fee. See, e.g., In re Mills Corp. Sec. Litig., 265 F.R.D. 246, 262
(E.D. Va. 2009) (the fact that "Lead Plaintiffs, IPERS and MPERS — sophisticated institutional
investors — clearly approve of the percentage sought" supported approval of the requested fee); In re
Lucent Techs., Inc. Sec. Litig., 327 F. Supp. 2d 426, 442 (D.N.J. 2004) ("Significantly, the Lead
Plaintiffs, both of whom are institutional investors with great financial stakes in the outcome of the
litigation, have reviewed and approved Lead Counsel's fees and expenses request. ").
III. LEAD COUNSEL'S REQUEST FOR PAYMENT OF LITIGATION
EXPENSES SHOULD BE APPROVED
It is well established that counsel who create a common fund are entitled to the
reimbursement of expenses that they advance to a class. LeBlanc-Sternberg v. Fletcher, 143 F.3d
748, 763 (2d Cir. 1998); In re China Sunergy Sec. Litig., No. 07 Civ. 7895 (DAB), 2011 WL
1899715, at *6 (S.D.N.Y. May 13, 2011); Veeco, 2007 WL 4115808, at *10.
Here, the litigation expenses include the costs of experts and consultants, online legal and
factual research, developing and maintaining the electronic discovery platform that counsel used to
search, review, and analyze Defendants' and third party document productions, court fees, travel
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Case 1:07-cv-10329-RJS Document 117 Filed 01/10/13 Page 32 of 36
expenses, copying costs, facsimile charges, court reporting services, postage and delivery expenses,
and Lead Plaintiff's share of Judge Phillip's mediation fees. All expenses are detailed in the Largent
Declaration. Lead Counsel respectfully submit that the expenses sought were all reasonably and
necessarily incurred, and are of the type that are customarily reimbursed in securities cases. See,
e.g., Global Crossing, 225 F.R.D. at 468 (court approved expenses incurred, which included
investigative and expert witness fees, filing fees, service of process, travel, legal research, and
document production).
IV. CLASS REPRESENTATIVE SHOULD RECEIVE REIMBURSEMENT
FOR ITS EXPENSES
actions:
The PSLRA specifically provides for reimbursement to representative plaintiffs in securities
Nothing 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 the class.
15 U.S.C. §78u-4(a)(4). With the discretion provided by the PSLRA, courts routinely grant
remuneration to class representatives reflecting the services undertaken for the benefit of the class.
See In re Xcel Energy, Inc., 364 F. Supp. 2d 980, 1000 (D. Minn. 2005) (granting awards to lead
plaintiffs where they reviewed pleadings, communicated with counsel, indicated willingness to
appear at trial, kept informed of settlement negotiations, and effectuated policies of federal securities
laws); Hicks, 2005 WL 2757792, at *10 ("Courts in this Circuit routinely award such costs and
expenses both to reimburse the named plaintiffs for expenses incurred through their involvement
with the action and lost wages, as well as to provide an incentive for such plaintiffs to remain
involved in the litigation and to incur such expenses in the first place. ").
Lead Plaintiff seeks a total of $4,526.25 for its unreimbursed time spent in pursuing the
claims of the Class against the Defendants. See Hannaford Decl., 6. Lead Plaintiff's efforts are
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Case 1:07-cv-10329-RJS Document 117 Filed 01/10/13 Page 33 of 36
precisely the types of activities found to support reimbursement to class representatives.
Accordingly, Lead Counsel respectfully request that the Court approve an award of $4,526.25, as
reimbursement for the efforts of the Lead Plaintiff on behalf of the Class.
V. CONCLUSION
The total recovery of $67,500,000 under the proposed settlement represents an excellent
result achieved in a high risk case in the face of determined adverse parties and counsel. Lead
Counsel respectfully submit that the requested 24.5% fee is fair and reasonable, well within the
range of fees awarded in similar cases, and is fully supported by each of the Goldberger factors, and
that the requested reimbursement of Lead Counsel's expenses and Lead Plaintiff's time is also fair
and reasonable.
DATED: January 10, 2013
Respectfully submitted,
ROBBINS GELLER RUDMAN
& DOWD LLP
TOR GRONBORG
TRIG R. SMITH
LAURIE L. LARGENT
CHRISTOPHER D. STEWART
SUSANNAH R. CONN
s/ Tor Gronborg
TOR GRONBORG
655 West Broadway, Suite 1900
San Diego, CA 92101
Telephone: 619/231-1058
619/231-7423 (fax)
torg@rgrdlaw.com
trigs@rgrdlaw.com
llargent@rgrdlaw.com
cstewart@rgrdlaw.com
sconn( rgrdlaw.com
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Case 1:07-cv-10329-RJS Document 117 Filed 01/10/13 Page 34 of 36
ROBBINS GELLER RUDMAN
& DOWD LLP
SAMUEL H. RUDMAN
DAVID A. ROSENFELD
58 South Service Road, Suite 200
Melville, NY 11747
Telephone: 631/367-7100
631/367-1173 (fax)
srudman@rgrdlaw.com
drosenfeldgr r dlaw.com
Lead Counsel for Lead Plaintiff
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Case 1:07-cv-10329-RJS Document 117 Filed 01/10/13 Page 35 of 36
CERTIFICATE OF SERVICE
I hereby certify that on January 10, 2013, I authorized the electronic filing of the foregoing
with the Clerk of the Court using the CM/ECF system which will send notification of such filing to
the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CM/ECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on January 10, 2013.
s/ Tor Gronborg
TOR GRONBORG
ROBBINS GELLER RUDMAN
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Telephone: 619/231-1058
619/231-7423 (fax)
E-mail : TorGkr grdl aw. com
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SDNY CM/ECF Case 1:07-cv-10329-RJS Version 4.2- Document 117 Filed 01/10/13 Page 36 of 36 Page 1 of 1
Mailing Information for a Case 1:07-cv-10329-RJS
Electronic Mail Notice List
The following are those who are currently on the li:3t to receive e-mail notices for this case.
• Rae Caroline Adams
radams@stblaw. com ,mwas serman@stblaw. com
• Susannah R Conn
sconn@rgrdlaw.com
• Tor Gronborg
torg@rgrdlaw.com,E File_SD@rgrdlaw.coin
• Laurie L. Largent
llargent@rgrdl aw. com
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lneuner@stblaw.com ,managingclerk@stblaw.com
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drosenfe1d@rgrd1aw.com ,e_f1le .ny@rgrd1aw.com,efi1esdrgrdlaw.com
• Samuel Howard Rudman
srudman@rgrdlaw. com,e_file_ny@rgrdlaw. com ,mblasy@rgrdlaw.com ,e_file_sd@rgrdlaw.com
• Trig Randall Smith
trigs@rgrdlaw.com,e file sd@rgrdlaw.coni
• Christopher D. Stewart
cstewart@rgrdlaw.com,karenc@rgrdlaw.ccm,e_file_sd@rgrdlaw.com
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Case 1:07-cv-10329-RJS Document 116 Filed 01/10/13 Page 1 of 27
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
CITY OF LIVONIA EMPLOYEES'
RETIREMENT SYSTEM, On Behalf of Itself
and All Others Similarly Situated,
Plaintiff,
x
Civil Action No. 1:07-cv-10329-RJS
CLASS ACTION
ECF CASE
vs.
WYETH, et al.,
Defendants
MEMORANDUM OF LAW IN SUPPORT
OF LEAD PLAINTIFF'S MOTION FOR
FINAL APPROVAL OF CLASS ACTION
SETTLEMENT AND PLAN OF
ALLOCATION OF SETTLEMENT
x
PROCEEDS
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Case 1:07-cv-10329-RJS Document 116 Filed 01/10/13 Page 2 of 27
TABLE OF CONTENTS
I. PRELIMINARY STATEMENT .........................................................................................1
II. PROCEDURAL AND FACTUAL BACKGROUND ........................................................2
Page
III. THE PROPOSED SETTLEMENT IS FAIR, REASONABLE, AND
ADEQUATE.......................................................................................................................3
A. Settlements Are Favored and Encouraged ...............................................................3
B. The Settlement Is Presumptively Fair .....................................................................4
C. The Settlement Meets the Second Circuit Requirements for Approval .................. 5
1. The Complexity, Expense, and Likely Duration of the Litigation
Justifies the Settlement ................................................................................ 5
2. The Reaction of the Class to the Settlement ................................................ 7
3. The Stage of the Proceedings and Discovery Completed ............................ 8
4. The Risk of Establishing Liability .............................................................10
5. The Risk of Establishing Damages ............................................................12
6. The Risks of Maintaining the Class Action Through Trial .......................14
7. The Ability of the Defendants to Withstand a Greater Judgment .............14
8. The Reasonableness of the Settlement in Light of the Best Possible
Recovery and the Attendant Risks of Litigation .......................................15
IV. THE PLAN OF ALLOCATION IS FAIR AND REASONABLE ...................................16
V. CONCLUSION .................................................................................................................18
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TABLE OF AUTHORITIES
Page
CASES
Beecher v. Able,
575 F.2d 1010 (2d Cir. 1978) ..................................................................................................16
Berger v. Compaq Computer Corp.,
257 F.3d 475 (5th Cir. 2001) ...................................................................................................14
Chatelain v. Prudential-Bache Sec.,
805 F. Supp. 209 (S.D.N.Y. 1992) ..........................................................................................14
D'Amato v. Deutsche Bank,
236 F.3d 78 (2d Cir. 2001) ........................................................................................................4
Detroit v. Grinnell Corp.,
495 F.2d 448 (2d Cir. 1974) .............................................................................................passim
Dura Pharms., Inc. v. Broudo,
544 U.S. 336 (2005) ................................................................................................................12
Emergent Capital Inv. Mgmt., LLC v. Stonepath Grp., Inc.,
343 F.3d 189 (2d Cir. 2003) ....................................................................................................11
Ernst & Ernst v. Hochfelder,
425 U.S. 185 (1976) ................................................................................................................11
Heyer v. N.Y. City Hous. Auth.,
No. 80 Civ. 1196 (RWS), 2006 WL 1148689
(S.D.N.Y. Apr. 28, 2006) ........................................................................................................10
Hicks v. Morgan Stanley,
No. 01 Civ. 10071 (RJH), 2005 WL 2757792
(S.D.N.Y. Oct. 24, 2005) ........................................................................................................... 6
In re "Agent Orange" Prod. Liab. Litig.,
597 F. Supp. 740 (E.D.N.Y. 1984),
aff'd, 818 F.2d 145 (2d Cir. 1987) ...........................................................................................15
In re "Agent Orange" Prod. Liab. Litig.,
611 F. Supp. 1396 (E.D.N.Y. 1985),
aff'd in part and rev 'd in part on other grounds,
818 F.2d 179 (2d Cir. 1987) ....................................................................................................17
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Case 1:07-cv-10329-RJS Document 116 Filed 01/10/13 Page 4 of 27
Page
In re Alloy, Inc. Sec. Litig.,
No. 03 Civ. 1597 (WHP), 2004 WL 2750089
(S.D.N.Y. Dec. 2, 2004) ............................................................................................................4
In re Am. Bank Note Holographics,
127 F. Supp. 2d 418 (S.D.N.Y. 2001) .....................................................................................16
In re AOL Time Warner, Inc. Sec. & "ERISA" Litig.,
No. MDL 1500, 2006 WL 903236
(S.D.N.Y. Apr. 6, 2006) ..........................................................................................................15
In re Austrian & German Bank Holocaust Litig.,
80 F. Supp. 2d 164 (S.D.N.Y. 2000),
aff'd sub nom. D'Amato v. Deutsche Bank,
236 F.3d 78 (2d Cir. 2001) ........................................................................................................8
In re Bear Stearns Cos., Inc. Sec., Derivative and ERISA Litig.,
No. 08 MDL 1963, 2012 WL 5465381
(S.D.N.Y. Nov. 9, 2012) ..........................................................................................................10
In re Cendant Corp. Litig.,
264 F.3d 201 (3d Cir. 2001) ....................................................................................................13
In re Corrugated Container Antitrust Litig.,
643 F.2d 195 (5th Cir. 1981) ...................................................................................................17
In re Global Crossing Sec. & ERISA Litig.,
225 F.R.D. 436 (S.D.N.Y. 2004) .....................................................................................5, 8, 17
In re Indep. Energy Holdings PLC,
No. 00 Civ. 6689 (SAS), 2003 WL 22244676
(S.D.N.Y. Sept. 29, 2003) ........................................................................................6, 12, 15, 16
In re Luxottica Grp. S.p.A. Sec. Litig.,
233 F.R.D. 306 (E.D.N.Y. 2006) .................................................................................3, 4, 7, 16
In re Michael Milken & Assocs. Sec. Litig.,
150 F.R.D. 46 (S.D.N.Y. 1993) ...............................................................................................10
In re Novatel Wireless Sec. Litig.,
846 F. Supp. 2d 1104 (S.D. Cal. 2012) ...................................................................................13
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Page
In re PaineWebber Ltd. P'ships Litig.,
171 F.R.D. 104 (S.D.N.Y.),
aff'd, 117 F.3d 721 (2d Cir. 1997) ........................................................... .........................passim
In re Sony SXRD Rear Projection Television Class Action Litig.,
No. 06 Civ. 5173 (RPP), 2008 WL 1956267
(S.D.N.Y. May 1, 2008) ..........................................................................................................14
In re Wachovia Equity Sec. Litig.,
No. 08 Civ. 6171(RJS), 2012 WL 2774969
(S.D.N.Y. June 12, 2012) ........................................................................................................15
In re Warfarin Sodium Antitrust Litig.,
391 F.3d 516 (3d Cir. 2004) ....................................................................................................14
In re Warner Commc'ns Sec. Litig.,
618 F. Supp. 735 (S.D.N.Y. 1985),
aff'd, 798 F.2d 35 (2d Cir. 1986) .......................................................................................13, 17
Lewis v. Newman,
59 F.R.D. 525 (S.D.N.Y. 1973) ...............................................................................................10
Maley v. Del Global Techs. Corp.,
186 F. Supp. 2d 358 (S.D.N.Y. 2002) ..... ...........................................................................16
Milstein v. Huck,
600 F. Supp. 254 (E.D.N.Y. 1984) .......... ............................................................................. 5
Newman v. Stein,
464 F.2d 689 (2d Cir. 1972) ............................................................................................ 3, 4, 15
Petrovic v. AMOCO Oil Co.,
200 F.3d 1140 (8th Cir. 1999) .................................................................................................17
Plummer v. Chem. Bank,
668 F.2d 654 (2d Cir. 1982) ...................................................................................................... 8
S.C. Nat'l Bank v. Stone,
749 F. Supp. 1419 (D.S.C. 1990) ............................................................................................17
Strougo v. Bassini,
258 F. Supp. 2d 254 (S.D.N.Y. 2003) . .................................................................................
6
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Case 1:07-cv-10329-RJS Document 116 Filed 01/10/13 Page 6 of 27
Page
Taft v. Ackerman,
No. 02 Civ. 7951 (PKL), 2007 WL 414493
(S.D.N.Y. Jan. 31, 2007) .....................................................................................................3, 16
Teachers'Ret. Sys. of La. v. A.C.L.N., Ltd.,
No. 01-CV-11814 (MP), 2004 WL 1087261
(S.D.N.Y. May 14, 2004) ........................................................................................................10
Trief v. Dun & Bradstreet Corp.,
840 F. Supp. 277 (S.D.N.Y. 1993) ............................................................................................6
Wal-Mart Stores, Inc. v. Visa U.S.A., Inc.,
396 F.3d 96 (2d Cir. 2005) ........................................................................................................3
Weinberger v. Kendrick,
698 F.2d 61 (2d Cir. 1982) .................................................................................................. 3, 17
Whalen v. Hibernia Foods PLC,
No. 04 Civ. 3182, 2005 WL 1799370
(S.D.N.Y. Aug. 1, 2005) ..........................................................................................................11
White v. NFL,
822 F. Supp. 1389 (D. Minn. 1993) .........................................................................................16
STATUTES, RULES AND REGULATIONS
15 U.S.C.
§78j(b) .....................................................................................................................................12
§ 78u-4(a) (4) ...............................................................................................................................1
Federal Rules of Civil Procedure
Rule23 .......................................................................................................................................1
Rule23(f) .......................................................................................................................6, 12, 14
SECONDARYAUTHORITY
4 Alba Conte, Herbert B. Newberg, Newberg on Class Actions
§11.45 (4th ed. 2002) ................................................................................................................. 8
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Case 1:07-cv-10329-RJS Document 116 Filed 01/10/13 Page 7 of 27
I. PRELIMINARY STATEMENT
Pursuant to Rule 23 of the Federal Rules of Civil Procedure, Lead Plaintiff, Pipefitters Union
Local 537 Pension Fund, respectfully moves this Court for an order approving the proposed
settlement of this class action (the "Litigation"), and approving the proposed Plan of Allocation of
settlement proceeds. 1
Under the terms of the proposed settlement (the "Settlement"), as set forth in the Stipulation,
Defendants have caused the sum of $67,500,000 in cash to be paid into an interest-bearing escrow
account maintained on behalf of the Class, in exchange for the dismissal of all claims brought
against the Defendants in this Litigation. This Settlement represents an excellent recovery for the
Class particularly in light of the considerable expense, delay, and risks posed by continued litigation,
including successfully opposing summary judgment, prevailing at trial, and litigating inevitable posttrial
appeals. As discussed below and in the accompanying Declaration of Tor Gronborg in Support
of Lead Plaintiff's Motion for Final Approval of Class Action Settlement and Plan of Allocation of
Settlement Proceeds and Award of Attorneys' Fees and Expenses and Lead Plaintiff's Expenses
Pursuant to 15 U.S.C. §78u-4(a)(4) ("Gronborg Decl."), the significant risks involved in taking this
Litigation further and through trial, when measured against the immediate benefit of the Settlement,
justify approval of this Settlement.
On November 20, 2012, the Court entered its Order Preliminarily Approving Settlement and
Providing for Notice (Dkt. No. 114) ("Preliminary Approval Order"), which directed that a hearing
be held on March 1, 2013 to determine the fairness, reasonableness, and adequacy of the Settlement.
In accordance with the Preliminary Approval Order, the Notice of Proposed Settlement of Class
1 Unless otherwise noted, all capitalized terms used herein are defined in the November 7,
2012 Settlement Agreement (the "Stipulation"). Dkt. No. 112.
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Action (the "Notice") was mailed to over 302,000 potential Class Members as of January 8, 2013.
See Declaration of Carole K. Sylvester Re A) Mailing of the Notice of Proposed Settlement of Class
Action and the Proof of Claim Form, B) Publication of the Summary Notice, and C) Internet Posting
("Sylvester Decl."), 3-10.
Also, the Notice, the Proof of Claim form, the Stipulation and its Exhibits, and the
Preliminarily Approval Order were posted on the Claims Administrator's website, and pursuant to
the Preliminary Approval Order a Summary Notice was published in Investor's Business Daily and
over Business Wire on December 7, 2012. See Sylvester Decl., 12-13.
In light of their informed assessment of the strengths and weaknesses of the claims and
defenses asserted, the considerable risks and delays associated with continued litigation and trial, and
the significant settlement amount, Lead Plaintiff and Lead Counsel believe that the Settlement is
eminently fair, reasonable, and adequate and provides an outstanding result for the Class.
Accordingly, Lead Plaintiff respectfully requests that the Court approve this Settlement. Moreover,
the Plan of Allocation, which was developed with the assistance of Lead Plaintiff's economics and
damages experts, is fair and reasonable and, therefore, should also be approved by the Court.
II. PROCEDURAL AND FACTUAL BACKGROUND
The Court is respectfully referred to the accompanying Gronborg Declaration for a full
discussion of the factual background and procedural history of the Litigation, the extensive litigation
efforts of Lead Counsel, a discussion of the negotiations leading to this Settlement, and the reasons
why the Settlement and Plan of Allocation are fair and reasonable and should be approved.
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III. THE PROPOSED SETTLEMENT IS FAIR, REASONABLE, AND
ADEQUATE
A. Settlements Are Favored and Encouraged
The court may approve a "class action settlement if it is fair, adequate, and reasonable, and
not a product of collusion." Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 116 (2d Cir.
2005). The evaluation of a proposed settlement requires the court to consider "both the settlement's
terms and the negotiating process leading to settlement." Wal-Mart Stores, 396 F.3d at 116. While
the decision to grant or deny approval of a settlement lies within the broad discretion of the trial
court, a general policy favoring settlement exists, especially with respect to class actions. Taft v.
Ackermans, No. 02 Civ. 7951 (PKL), 2007 WL 414493, at *4 (S.D.N.Y. Jan. 31, 2007); see also
Weinberger v. Kendrick, 698 F.2d 61, 73 (2d Cir. 1982) (The settlement of complex class action
litigations are clearly favored by the courts.). Moreover, "[c]lass action suits readily lend themselves
to compromise because of the difficulties of proof, the uncertainties of the outcome, and the typical
length of the litigation." In re Luxottica Grp. S.p.A. Sec. Litig., 233 F.R.D. 306, 310 (E.D.N.Y.
2006); see also Weinberger, 698 F.2d at 73 ("There are weighty justifications, such as the reduction
of litigation and related expenses, for the general policy favoring the settlement of litigation. ").
Recognizing that a settlement represents an exercise of judgment by the negotiating parties,
the Second Circuit has cautioned that, while a court should not give "rubber stamp approval" to a
proposed settlement, it must "stop short of the detailed and thorough investigation that it would
undertake if it were actually trying the case." Detroit v. Grinnell Corp., 495 F.2d 448, 462 (2d Cir.
1974). As stated by the Second Circuit in Newman v. Stein, 464 F.2d 689 (2d Cir. 1972),
the role of a court in passing upon the propriety of the settlement of a derivative or
other class action is a delicate one.... [W]e recognized that since "the very purpose
of a compromise is to avoid the trial of sharply disputed issues and to dispense with
wasteful litigation', the court must not turn the settlement hearing `into a trial or a
rehearsal of the trial'."
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Id. at 691-92 (citation omitted).
B. The Settlement Is Presumptively Fair
A strong initial presumption of fairness attaches to the proposed settlement if it is reached by
experienced counsel after arm's-length negotiations, and great weight is accorded to the
recommendations of counsel, who are most closely acquainted with the facts of the underlying
litigation. Luxottica Grp., 233 F.R.D. at 315; see also In re Alloy, Inc. Sec. Litig., No. 03 Civ. 1597
(WHP), 2004 WL 2750089, at * 1-*2 (S.D.N.Y. Dec. 2, 2004). A court may find the negotiating
process is fair where, as here, "the settlement resulted from 'arm's-length negotiations and that
plaintiffs' counsel have possessed the experience and ability ... necessary to effective representation
of the class's interests. " D'Amato v. Deutsche Bank, 236 F.3d 78, 85 (2d Cir. 2001) (citation
omitted).
This initial presumption of fairness and adequacy applies in this case because the Settlement
was reached by experienced, fully-informed counsel after arm's-length negotiations with the
assistance of a highly experienced mediator, the Honorable Layn R. Phillips (Ret.). Gronborg Decl.,
4, 75. "So long as the integrity of the arm's length negotiation process is preserved ... a strong
initial presumption of fairness attaches to the proposed settlement." In re Paine Webber Ltd. P'ships
Litig., 171 F.R.D. 104, 125 (S.D.N.Y.), aff'd, 117 F.3d 721 (2d Cir. 1997). In addition, Lead
Counsel was unquestionably fully informed of the merits and weaknesses of the case at the time the
Settlement was reached. Lead Counsel had conducted an extensive factual investigation of Lead
Plaintiff's claims, including significant document and deposition discovery from Defendants and
third parties, and had retained and consulted with numerous experts and consultants.
See, e.g.,
Gronborg Decl., 45-64. Moreover, following the first phase of bifurcated discovery on the issues
of materiality and statistical significance, the parties attended a face-to-face settlement and discovery
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meeting where each side presented their respective positions on the merits of the case, along with
supporting evidence and expert presentations. Thus, this Settlement is entitled to the presumption of
procedural fairness dictated by Second Circuit law.
C. The Settlement Meets the Second Circuit Requirements for Approval
There are nine factors the Second Circuit has identified to determine whether to approve a
proposed settlement of a class action:
(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) 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.
Grinnell, 495 F.2d at 463 (citations omitted). All nine factors need not be satisfied. Rather, the
Court should look at the totality of these factors in light of the specific circumstances involved. In re
Global Crossing Sec. & ERISA Litig., 225 F.R.D. 436, 456 (S.D.N.Y. 2004).
As demonstrated below and in the Gronborg Declaration, the Settlement meets each of the
relevant criteria set forth above.
1. The Complexity, Expense, and Likely Duration of the
Litigation Justifies the Settlement
"The expense and possible duration of the litigation should be considered in evaluating the
reasonableness of [a] settlement." Milstein v. Huck, 600 F. Supp. 254, 267 (E.D.N.Y. 1984). In this
case, the securities claims advanced by the Lead Plaintiff involve complex legal and factual issues.
Lead Plaintiff claims that Defendants violated federal securities laws by making misleading
statements to investors about one of Wyeth's leading drug candidates, Pristiq for the treatment of
vasomotor symptoms ("VMS"), and failing to disclose safety concerns about the drug to investors.
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Proof of these claims would require, inter alia, extensive expert testimony, including testimony from
experts with medical, pharmacological, and biostatistics expertise.
The legal issues proving materiality, scienter, loss causation, and damages are equally
complex, and would also require extensive percipient and expert testimony. Here, as in other similar
cases involving violations of the federal securities laws, " [i]t is beyond cavil that continued
litigation ... would be complex, lengthy, and expensive, with no guarantee of recovery by the
[C]lass [M]embers." Strougo v. Bassini, 258 F. Supp. 2d 254, 258 (S.D.N.Y. 2003) (quoting Trief
v. Dun & Bradstreet Corp., 840 F. Supp. 277, 282 (S.D.N.Y. 1993)); see also In re Indep. Energy
Holdings PLC, No. 00 Civ. 6689 (SAS), 2003 WL 22244676, at *3 (S.D.N.Y. Sept. 29, 2003)
(noting necessity of completing expert discovery, summary judgment briefing, joint pre-trial order,
in limine motions, trial, and post-trial appeals weighed in favor of settlement).
Settling the Litigation at this time will undoubtedly spare all litigants the delay and expense
of continued litigation. Many hours of the Court's time and resources required to see this case
through trial will also be spared. Moreover, at the time of the Settlement, Defendants had filed a
Rule 23(f) petition with the Second Circuit Court of Appeals. Had Defendants' position been
accepted and granted, any potential recovery by the Class would have been in jeopardy. Even if the
Class could obtain a larger judgment after a trial, the additional delay through likely post-trial
motions and appeals could deny the Class any recovery for years, which would further reduce its
value. See Strougo, 258 F. Supp. 2d at 261 ("even if a shareholder or class member was willing to
assume all the risks of pursuing the actions through further litigation ... the passage of time would
introduce yet more risks ... and would, in light of the time value of money, make future recoveries
less valuable than this current recovery"); Hicks v. Morgan Stanley, No. 01 Civ. 10071 (RJH), 2005
WL 2757792, at *6 (S.D.N.Y. Oct. 24, 2005) ("Further litigation would necessarily involve further
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costs [and] justice may be best served with a fair settlement today as opposed to an uncertain future
settlement or trial of the action. ").
The Settlement for $67,500,000, at this juncture, results in an immediate and substantial
tangible recovery, without the considerable risk, expense, and delay of trial. Therefore, Lead
Plaintiff submits that the Court should find that this factor weighs heavily in favor of the proposed
Settlement.
2. The Reaction of the Class to the Settlement
The reaction of the class to the settlement is a significant factor in assessing its fairness and
adequacy, and "the absence of objectants may itself be taken as evidencing the fairness of a
settlement." PaineWebber, 171 F.R.D. at 126 (citation omitted); see also Luxottica Grp., 233
F.R.D. at 311-12. Notices describing the nature of the Litigation and the terms of the Settlement,
were distributed to over 302,000 potential Class Members. Sylvester Decl., 1J3-10. As of the date
this motion was filed, no objections to the Settlement have been received, no institutional investors
have opted out of the proposed Settlement, and no individual investors have opted out. 2 However,
the Court-ordered deadline set for objections is January 28, 2013. Accordingly, if Lead Counsel
receive any objections to the Settlement or Plan of Allocation, they will be addressed in Lead
Plaintiffs reply brief scheduled to be filed on February 14, 2013.
2 As of the date of this filing, Lead Counsel and the Claims Administrator have received 47
requests from individuals to be excluded from the Litigation. None of these requests represent a
valid opt out, as the individuals either stated that they did not acquire Wyeth common stock during
the Class Period (and, thus, are not members of the Class) or failed to provide any information to
establish whether they are eligible class members as required by the Notice (i. e., number of shares
purchased/sold during the Class Period and proper evidence of transactions during the Class Period).
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3. The Stage of the Proceedings and Discovery Completed
"There is no precise formula for what constitutes sufficient evidence to enable the court to
analyze intelligently the contested questions of fact. It is clear that the court need not possess
evidence to decide the merits of the issue, because the compromise is proposed in order to avoid
further litigation.... At minimum, the court must possess sufficient information to raise its decision
above mere conjecture." 4 Alba Conte, Herbert B. Newberg, Newberg on Class Actions § 11.45, at
127, 128 (4th ed. 2002). As previously noted, "[f]ormal discovery is not a prerequisite; the question
is whether the parties had adequate information about their claims." Global Crossing, 225 F.R.D. at
458. See also In re Austrian & German Bank Holocaust Litig., 80 F. Supp. 2d 164, 176 (S.D.N.Y.
2000) (not necessary for court to find parties engaged in extensive discovery; must merely find that
they engaged in sufficient investigation to enable court to make intelligent appraisal of case) (citing
Plummer v. Chem. Bank, 668 F.2d 654 (2d Cir. 1982)), aff'd sub nom. D'Amato v. Deutsche Bank,
236 F.3d 78 (2d Cir. 2001).
The volume and substance of Lead Counsel's knowledge of this case are unquestionably
adequate to support the Settlement. In drafting a cogent well-pled complaint, that withstood
Defendants' motion to dismiss and motion for reconsideration, Lead Counsel conducted an extensive
investigation and informal discovery, including the: (i) review and analysis of filings made by,
and/or concerning, Wyeth with the U.S. Securities and Exchange Commission ("SEC") and Food
and Drug Administration ("FDA"); (ii) review and analysis of analyst conference calls concerning
Wyeth and other pharmaceutical companies; (iii) review and analysis of analysts' reports concerning
Wyeth and other pharmaceutical companies; and (iv) review and analysis of wire and press releases,
public statements, news articles, and other publications disseminated by, and/or concerning, Wyeth.
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Following denial of Defendants' motion to dismiss, Lead Plaintiff served document requests
on Defendants and more than a dozen securities analysts and other third party entities with relevant
information concerning Wyeth's activities during the Class Period. In response to these requests for
documents, Defendants produced more than 1.3 million pages of documents, which were reviewed
and analyzed by Lead Counsel. An additional 52,000 pages of documents were produced or
provided by third parties, including financial analysts and the European Medicines Agency
("EMA"). Lead Counsel deposed three former/current Wyeth employees, including two Wyeth
corporate representatives, deposed Defendants' market efficiency and damages expert, and prepared
for over 20 additional depositions, including the deposition of each Defendant. The parties also
engaged in a face-to-face meeting in June 2011 to address discovery issues and discuss potential
settlement, during which each party presented their respective positions and evidence supporting
their claims and defenses and had the opportunity to question each other's biostatistics consultants.
To assist Lead Counsel with the prosecution and analysis of this case, experts and
consultants, including a physician, two biostatisticians, an FDA expert, and economics and damages
experts were retained and consulted. With their assistance, Lead Counsel were able to critically
analyze document discovery, determine additional areas of investigation to pursue, meet with
defense counsel and the mediator to discuss the issues in the case, and draft a cogent and persuasive
mediation brief, which set forth Lead Plaintiff s theory of its case, and the facts supporting its
position.
The extensive investigation and discovery that Lead Counsel conducted, therefore, provided
a strong basis to assess the strengths and weaknesses of their case, the parties' positions on liability
and damages, and to knowledgeably assess a possible settlement. Thus, this Litigation had advanced
to a stage where the parties certainly "have a clear view of the strengths and weaknesses of their
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cases." Teachers'Ret. Sys. ofLa. v. A. C. L.N., Ltd., No. 01-CV-11814 (MP), 2004 WL 1087261, at
*3 (S.D.N.Y. May 14, 2004) (citation omitted); see also Heyer v. NY. City Hous. Auth., No. 80 Civ.
1196 (RWS), 2006 WL 1148689, at *3-*4 (S.D.N.Y. Apr. 28, 2006) (although only limited
discovery was completed before settlement negotiations began, the familiarity of counsel for all
parties with the case justifies settlement). Therefore, the Court should find that this factor further
supports approval of the Settlement.
4. The Risk of Establishing Liability
In assessing the Settlement, the Court should balance the benefits afforded the Class,
including the immediacy and certainty of a recovery, against the continuing risks of litigation. See
Grinnell, 495 F.2d at 463. While Lead Plaintiff believes it could survive Defendants' anticipated
motion for summary judgment, it recognizes that ultimate success is not assured, and further believes
that this substantial Settlement, when viewed in light of the risks of proving liability, is fair,
adequate, and reasonable. See In re Michael Milken & Assocs. Sec. Litig., 150 F.R.D. 46, 53
(S.D.N.Y. 1993) (when evaluating securities class action settlements, courts have long recognized
such litigation to be "notably difficult and notoriously uncertain") (quoting Lewis v. Newman, 59
F.R.D. 525, 528 (S.D.N.Y. 1973)); In re Bear Stearns Cos., Inc. Sec., Derivative and ERISA Litig.,
No. 08 MDL 1963, 2012 WL 5465381, at *4 (S.D.N.Y. Nov. 9, 2012) ("As a general rule, securities
class actions are `notably difficult and notoriously uncertain' to litigate.")
Despite the strengths of Lead Plaintiff's case, it faced numerous hurdles to establishing
liability. This Litigation involves claims for relief under federal securities laws and, to prevail, Lead
Plaintiff must demonstrate that Defendants made misstatements or omissions of material fact with
scienter in connection with the purchase of securities and that the Defendants intentionally engaged
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in this conduct for the purpose of misleading investors. 3 Ernst & Ernst v. Hochfelder, 425 U.S. 185,
193 n.12 (1976).
Defendants have maintained throughout the Litigation that the evidence would demonstrate
that they did not make any misleading statements or omissions and that they did not act with the
requisite state of mind. While Lead Counsel believe that Defendants made misstatements and
omissions of material fact, and that evidence produced by Defendants would support an inference of
scienter, some of the evidence might also be interpreted as supporting Defendants' position that their
statements were not actionable under the federal securities laws. Specifically, Defendants
continuously maintained that there was no intent to deceive shareholders and that they believed
Pristiq was a safe, effective treatment for VMS. Defendants also maintained that during the Class
Period cardiovascular safety data was fully disclosed and that they reasonably believed that the
allegedly omitted data was not material to the safety of Pristiq as it was not statistically significant.
Defendants also were adamant that their Class Period stock sales were insufficient to support
scienter because they either did not sell any stock, sold a small percentage of their total holdings, or
sold their shares as they were retiring from Wyeth. Defendants also argued that Lead Plaintiff could
not establish any plausible motive to support its allegations that Defendants knowingly committed
securities fraud.
Even if Defendants' defenses could be overcome, Lead Plaintiff would have to make the
requisite showings of loss causation. See, e.g., Emergent Capital Inv. Mgmt., LLC v. Stonepath
3 Proof of scienter can be established: "(a) by alleging facts to show that defendants had both
motive and opportunity to commit fraud, or (b) by alleging facts that constitute strong circumstantial
evidence of conscious misbehavior or recklessness. " Whalen v. Hibernia Foods PLC, No. 04 Civ.
3182, 2005 WL 1799370, at *2 (S.D.N.Y. Aug. 1, 2005) (citation omitted).
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Grp., Inc., 343 F.3d 189,196-97 (2d Cir. 2003) (plaintiffs required to plead and prove loss causation
and proximate causation). Lead Plaintiff faced a significant hurdle to prove loss causation, i.e., that
Defendants' fraud caused Lead Plaintiff and the Class to suffer economic loss. Under the Supreme
Court's holding in Dura Pharms., Inc. v. Broudo, 544 U.S. 336, 338 (2005), a "private plaintiff who
claims securities fraud must prove that the defendant's fraud caused an economic loss." As they did
in their Rule 23 (f) petition, at summary judgment and trial, Defendants would have argued that any
losses suffered by Class Members on the purchases of Wyeth common stock were completely
attributable to other factors and not the alleged misstatements.
By the time the parties agreed on the proposed Settlement, Lead Counsel had come to the
conclusion that the evidence indicated that the defenses described above might have a certain jury
appeal, and would render the inherently difficult burden of proving the elements of Lead Plaintiffs
claims as to all of the Defendants even more difficult. While Lead Plaintiff remained confident in its
ability to ultimately prove its claims and to counter any asserted affirmative defenses, the risks of
this Litigation being dismissed at the summary judgment stage, or of losing at trial, when weighed
against the immediate and substantial benefits of settlement, established that the Settlement is in the
best interest of the Class.
5. The Risk of Establishing Damages
Lead Plaintiff also faced substantial risk in proving damages. See Indep. Energy, 2003 WL
22244676, at * 3-*4 (noting difficulty of proving damages in securities cases). In order to prevail on
its § 10(b) claims, Lead Counsel would be required to prove that the Defendants' misleading
statements and omissions inflated the price of Wyeth stock, and would also be required to prove the
amount of the artificial inflation. Lead Counsel, with the assistance of their economics and damages
experts, have calculated the artificial inflation in the market price of Wyeth stock, that, in their
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opinion, is attributable to the alleged wrongdoing. This figure assumes that every element of the
Class's damages theory is accepted by ajury as being correct and recoverable. As such, its viability
as an actual calculation for damages could be affected by many factors that might arise in continued
litigation, such as Defendants' rebuttals and defenses to Lead Plaintiffs damage calculations and
expert testimony.
The proof of damages is a complex matter that would require the presentation of expert
testimony. As a result, Lead Counsel knew that the Class would ultimately face a "battle of experts"
— a battle in which no party is ever assured to prevail. While Lead Counsel believe that reliable and
convincing expert testimony can be provided on the damages question, and that a judgment could
ultimately be obtained for the full amount of damages available under the law, meaningful obstacles
remain. First, the Court must determine that Lead Plaintiffs damages model is admissible — and
only then may a jury determine whether Lead Plaintiff's or Defendants' model is more accurate.
The Class was by no means assured of a ruling in their favor. See, e.g., In re Novatel Wireless Sec.
Litig., 846 F. Supp. 2d 1104, 1107 (S.D. Cal. 2012) (loss causation expert's testimony was excluded
because he employed the wrong legal standard in performing his loss causation analysis). It is
possible that, in the unavoidable "battle of experts," ajury might disagree with the Class's expert, or
find Defendants' expert more persuasive. 4 As a result of the aforementioned considerations, the
4 See, e.g., PaineWebber, 171 F.R.D. at 129 (noting unpredictability of outcome of battle of
damage experts); In re Warner Commc'ns Sec. Litig., 618 F. Supp. 735, 744-45 (S.D.N.Y. 1985)
("In this `battle of experts,' it is virtually impossible to predict with any certainty which testimony
would be credited, and ultimately, which damages would be found to have been caused by
actionable, rather than the myriad nonactionable factors such as general market conditions."), aff'd,
798 F.2d 35 (2d Cir. 1986). See also In re Cendant Corp. Litig., 264 F.3d 201, 239 (3d Cir. 2001)
("establishing damages at trial would lead to a `battle of experts' ... with no guarantee whom the
jury would believe").
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likelihood of proving damages, even assuming the Class prevailed on the liability issues, is difficult.
As a result, this factor also weighs in favor of the Settlement.
6. The Risks of Maintaining the Class Action Through Trial
Although the Court certified the Class on September 18, 2012, if the Litigation had not
settled, there would be no assurance of maintaining class status through trial, since courts may
always exercise their discretion to re-evaluate the appropriateness of class certification at any time.
See Chatelain v. Prudential-Bache Sec., 805 F. Supp. 209,214 (S.D.N.Y. 1992) ("Even if certified,
the class would face the risk of decertification."); see also Berger v. Compaq Computer Corp., 257
F.3d 475 (5th Cir. 2001) (decertifying class, finding proposed class representatives did not
sufficiently remain apprised of status and claims of litigation). In fact, at the time the Settlement was
reached, Defendants' Rule 23(f) petition for interlocutory appeal was pending before the Second
Circuit. The Settlement avoids any uncertainty with respect to this issue.
7. The Ability of the Defendants to Withstand a Greater
Judgment
The ability of a defendant to pay ajudgment greater than the amount offered in a settlement
can be relevant to whether a settlement is fair. Grinnell, 495 F.2d at 463. The fact, however, that a
defendant is able to pay more than it offers in settlement, does not, standing alone, indicate that the
settlement is unreasonable or inadequate. See In re Warfarin Sodium Antitrust Litig., 391 F.3d 516,
538 (3d Cir. 2004) ("[T]he fact that DuPont could afford to pay more does not mean that it is
obligated to pay any more than what the .... class members are entitled to under the theories of
liability that existed at the time the settlement was reached."); In re Sony SXRD Rear Projection
Television ClassAction Litig., No. 06 Civ. 5173 (RPP), 2008 WL 1956267, at *8 (S.D.N.Y. May 1,
2008) ("a defendant is not required to `empty its coffers' before a settlement can be found
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adequate"); In re Wachovia Equity Sec. Litig., No. 08 Civ. 6171(RJS), 2012 WL 2774969, at *5
(S.D.N.Y. June 12, 2012) (same).
Wyeth is now owned by Pfizer Inc. While it is apparent that Pfizer has sufficient resources
to pay a sum larger than the settlement amount, as discussed above, as a practical matter the
prospects of recovering a substantially greater sum would have been offset by the inevitable post
trial motions and appeals Defendants would likely pursue following any judgment. Additionally,
settlement eliminates the risk of collection. Defendants have paid the Settlement Fund into escrow
pursuant to the Stipulation which is already earning interest for the Class.
8. The Reasonableness of the Settlement in Light of the Best
Possible Recovery and the Attendant Risks of Litigation
The last two factors are satisfied here. The adequacy of the amount offered in settlement
must be judged "not in comparison with the possible recovery in the best of all possible worlds, but
rather in light of the strengths and weaknesses of plaintiffs' case." In re "Agent Orange" Prod.
Liab. Litig., 597 F. Supp. 740,762 (E.D.N.Y. 1984), aff'd, 818 F.2d 145 (2d Cir. 1987). The Court
need only determine whether the Settlement falls within a "range of reasonableness."
Paine Webber, 171 F.R.D. at 130 (citation omitted); Newman, 464 F.2d at 693 ("[I]n any case there is
a range of reasonableness with respect to a settlement. "). See
also Indep. Energy, 2003 WL
22244676, at *4 (noting few cases tried before a jury result in full amount of damages claimed). In
addition, in considering the reasonableness of the Settlement, the Court should consider that the
Settlement provides for payment to the Class now, rather than a speculative payment many years
down the road. See In re AOL Time Warner, Inc. Sec. & "ERISA " Litig.,
No. MDL 1500, 2006 WL
903236, at * 13 (S.D.N.Y. Apr. 6, 2006) (where settlement fund is in escrow and earning interest for
the class, "the benefit of the Settlement will ... be realized far earlier than a hypothetical post-trial
recovery"). There are numerous risks involved in litigation — especially litigation that involves the
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complex issues inherent in securities class actions. In light of the complex legal and factual issues
typically present in securities class actions, the unpredictability of a lengthy and complex trial, and
the appellate process that would most likely follow, the fairness of a substantial settlement is clearly
apparent. Maley v. Del Global Techs. Corp., 186 F. Supp. 2d 358, 366 (S.D.N.Y. 2002). Here, the
Settlement of $67,500,000 in cash represents an excellent recovery for the Class, given the risks of
proceeding further in this matter.
Considering the probability of lengthy litigation in the absence of a settlement, the risk that
the Class might not have been able to succeed on liability, and the possibility that damages awarded
by a jury could have been lower than those demanded by the Class (or no recovery at all), the
Settlement is an excellent recovery.
In sum, the Grinnell factors, individually and collectively, weigh strongly in favor of the
Settlement being approved.
IV. THE PLAN OF ALLOCATION IS FAIR AND REASONABLE
If the Court approves the proposed Settlement, upon completion of the claims filing process,
the Net Settlement Fund will be distributed to Members of the Class according to the Plan of
Allocation set forth in the Notice. "[T]he adequacy of an allocation plan turns on whether counsel
has properly apprised itself of the merits of all claims, and whether the proposed apportionment is
fair and reasonable in light of that information." PaineWebber, 171 F.R.D. at 133; Luxottica Grp.,
233 F.R.D. at 316-17. See also Taft, 2007 WL 414493, at *9• As with the Settlement, the opinion of
experienced and informed counsel carries considerable weight. Indep. Energy, 2003 WL 22244676,
at *4-* 5. An allocation formula need only have a reasonable basis, particularly if recommended by
experienced class counsel. White v. NFL, 822 F. Supp. 1389, 1420-24 (D. Minn. 1993); In re Am.
Bank Note Holographics, 127 F. Supp. 2d 418, 429-30 (S.D.N.Y. 2001).
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Case 1:07-cv-10329-RJS Document 116 Filed 01/10/13 Page 23 of 27
District courts enjoy "broad supervisory powers over the administration of class-action
settlements to allocate the proceeds among the claiming class members ... equitably." Beecher v.
Able, 575 F.2d 1010, 1016 (2d Cir. 1978). Numerous courts have approved distribution plans that
allocate the settlement proceeds according to the relative strengths and weaknesses of the various
claims. See Warner Commc'ns, 618 F. Supp. at 745; Weinberger, 698 F.2d at 78. Thus, "if one set
of claims had a greater likelihood of ultimate success than another set of claims, it is appropriate to
weigh `distribution of the settlement ... in favor of plaintiffs whose claims comprise the set' that
was more likely to succeed." In re "Agent Orange" Prod. L iab. L itig. , 611 F. Supp. 1.396, 1411
(E.D.N.Y. 1985) (quoting In re Corrugated Container Antitrust Litig., 643 F.2d 195, 220 (5th Cir.
1981)), aff'd in part and rev'd in part on other grounds, 818 F.2d 179 (2d Cir. 1987). Moreover,
there is no requirement that a settlement must benefit all class members equally. See Petrovic v.
AMOCO Oil Co., 200 F.3d 1140, 1152 (8th Cir. 1999) (upholding distribution plan where class
members received different levels of compensation and finding that no subgroup was treated
unfairly); S.C. Nat'l Bank v. Stone, 749 F. Supp. 1419, 1437 (D.S.C. 1990) (approving settlement
where some class members did not share in recovery).
The decisions cited above acknowledge that the goal of a distribution plan is fairness to the
class as a whole, taking into consideration the strength of claims based on available evidence. Here,
experienced and informed counsel formulated the Plan of Allocation with their economics and
damages experts, which involved careful assessments of the strengths and weaknesses of Lead
Plaintiffs claims, as well as assessments of the manner in which the damages should be allocated to
the Class in light of those strengths and weaknesses. As a result, the Plan of Allocation clearly has a
"reasonable, rational basis" and should be approved by the Court. Global Crossing, 225 F.R.D. at
462 (citation omitted).
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Case 1:07-cv-10329-RJS Document 116 Filed 01/10/13 Page 24 of 27
V. CONCLUSION
The $67,500,000 Settlement reached in this Litigation is an excellent result that provides an
immediate and substantial benefit for the Class. For the reasons set forth herein and in the Gronborg
Declaration, Lead Plaintiff and Lead Counsel respectfully submit that the Settlement and Plan of
Allocation are fair, reasonable, and adequate, and respectfully request the Court grant approval of the
Settlement and Plan of Allocation.
DATED: January 10, 2013
Respectfully submitted,
ROBBINS GELLER RUDMAN
& DOWD LLP
TOR GRONBORG
TRIG R. SMITH
LAURIE L. LARGENT
CHRISTOPHER D. STEWART
SUSANNAH R. CONN
s/ Tor Gronborg
TOR GRONBORG
655 West Broadway, Suite 1900
San Diego, CA 92101
Telephone: 619/231-1058
619/231-7423 (fax)
torg@rgrdlaw.com
trigs@rgrdlaw.com
llargent@rgrdlaw. com
cstewart@rgrdlaw.com
sconn rgrdlaw.com
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Case 1:07-cv-10329-RJS Document 116 Filed 01/10/13 Page 25 of 27
ROBBINS GELLER RUDMAN
& DOWD LLP
SAMUEL H. RUDMAN
DAVID A. ROSENFELD
58 South Service Road, Suite 200
Melville, NY 11747
Telephone: 631/367-7100
631/367-1173 (fax)
srudman@rgrdlaw.com
dro senfeld@rgrdlaw. com
Lead Counsel for Lead Plaintiff
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CERTIFICATE OF SERVICE
I hereby certify that on January 10, 2013, I authorized the electronic filing of the foregoing
with the Clerk of the Court using the CM/ECF system which will send notification of such filing to
the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CM/ECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on January 10, 2013.
s/ Tor Gronborg
TOR GRONBORG
ROBBINS GELLER RUDMAN
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Telephone: 619/231-1058
619/231-7423 (fax)
E-mail : TorGQrgrdlaw. com
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SDNY CM/ECF Case 1:07-cv-10329-RJS Version 4.2- Document 116 Filed 01/10/13 Page 27 of 27 Page 1 of I
Mailing Information for a Case 1:07-cv-10329-RJS
Electronic Mail Notice List
The following are those who are currently on the list to receive e-mail notices for this case.
• Rae Caroline Adams
radams@stblaw.com ,mwasserman@stblaw. corn
• Susannah R Conn
sconn@rgrdlaw.com
• Tor Gronborg
torg@rgrdlaw.com,E File SD@rgrdlaw.coin
• Laurie L. Largent
llargent@rgrdlaw. com
• Lynn Katherine Neuner
lneuner@stblaw: com,managingclerk@stblaw. com
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• David Avi Rosenfeld
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• Samuel Howard Rudman
srudman@rgrdlaw.com ,e_file_ny@rgrdlaw.com,mblasy@rgrdlaw.com ,e_file sd@rgrdlaw.com
• Trig Randall Smith
trigs@rgrdlaw. com,e_file sd@rgrdlaw.con1
• Christopher D. Stewart
cstewart@rgrdlaw. corn, karenc@rgrdlaw.ccm,e_file sd@rgrdlaw.com
• George S Wang
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Manual Notice List
The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who
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https://ecf.nysd.uscourts.gov/cgi-bin/MailList.pl `'2182006913801 52-L_55 5_0-1 1 / 10/2013

Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 1 of 39
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
CITY OF LIVONIA EMPLOYEES'
RETIREMENT SYSTEM, On Behalf of Itself
and All Others Similarly Situated,
Plaintiff,
x
: Civil Action No. 1:07-cv-10329-RJS
; CLASS ACTION
ECF CASE
vs.
WYETH, et al.,
Defendants.
DECLARATION OF TOR GRONBORG IN
SUPPORT OF LEAD PLAINTIFF'S
MOTION FOR FINAL APPROVAL OF
CLASS ACTION SETTLEMENT AND
; PLAN OF ALLOCATION OF
x
SETTLEMENT PROCEEDS AND AWARD
OF ATTORNEYS' FEES AND EXPENSES
AND LEAD PLAINTIFF'S EXPENSES
PURSUANT TO 15 U.S.C. §78u-4(a)(4)
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Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 2 of 39
TABLE OF CONTENTS
I. PRELIMINARY STATEMENT .........................................................................................1
Page
II . THE
LITIGATION .............................................................................................................. 8
A. The Commencement of the Action .......................................................................... 8
B. Defendants' Motion to Dismiss the Consolidated Complaint .................................9
C. Defendants' Motion for Reconsideration ..............................................................11
D. Defendants' Efforts to Limit Fact Discovery to the Issue of Statistical
Si
E. Lead Plaintiff's Motion for Class Certification .....................................................14
F .
Investigators
G .
Fact
...........................................................................................................17
Discovery .......................................................................................................18
1. Document Discovery to Defendants ..........................................................18
2. Depositions ................................................................................................ 21
3. Third Party Discovery ...............................................................................23
H. Experts and Consultants ........................................................................................25
III. THE STRENGTHS AND WEAKNESSES OF THE CASE ............................................27
IV. SETTLEMENT NEGOTIATIONS AND TERMS ........................................................... 30
V. THE SETTLEMENT IS IN THE BEST INTERESTS OF THE CLASS AND
WARRANTS APPROVAL ............................................................................................... 31
VI. THE PLAN OF ALLOCATION ....................................................................................... 31
VII . CONCLUSION
.................................................................................................................35
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I, TOR GRONBORG, declare as follows:
1. I am an attorney duly licensed to practice before all of the courts of the State of
California, and I have been admitted in this case pro hac vice. I am a member of Robbins Geller
Rudman & Dowd LLP ("Robbins Geller" or "Lead Counsel"), counsel for Lead Plaintiff Pipefitters
Union Local 537 Pension Fund ("Lead Plaintiff' or "Pipefitters") and the Class. I have been actively
involved in the prosecution and resolution of this action, am familiar with its proceedings, and have
personal knowledge of the matters set forth herein based upon my active supervision and
participation in all material aspects of the Litigation.
2. I submit this Declaration in support of Lead Plaintiffs motion, pursuant to Rule 23 of
the Federal Rules of Civil Procedure, for approval of: (a) the Settlement Agreement, dated as of
November 7, 2012 (the "Stipulation"),' which provides for a cash settlement of $67,500,000; (b) the
proposed Plan of Allocation of settlement proceeds; (c) Lead Counsel's application for attorneys'
fees and expenses; and (d) reimbursement of Lead Plaintiff's time and expenses incurred in its
representation of the Class.
I. PRELIMINARY STATEMENT
3. This case has been vigorously litigated from its commencement in November 2007
through settlement, the basic terms of which were not finalized until shortly before the fact discovery
deadline of December 28, 2012. As the Court is aware, this case settled after extensive motion
practice and discovery. At every stage of the Litigation, Defendants aggressively litigated the matter
and asserted that they had comprehensive defenses. The settlement was achieved only after Lead
Counsel, inter alia: (a) conducted or oversaw detailed investigative interviews of numerous
i Capitalized terms not otherwise defined in this Declaration have the same meanings set forth
in the Stipulation.
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witnesses, including former Wyeth employees ("Wyeth" or the "Company"); (b) prepared a detailed
consolidated complaint with the assistance of medical and economics consultants; (c) successfully
opposed Defendants' comprehensive motion to dismiss, motion for reconsideration, and efforts to
bring early summary judgment on the issue of materiality; (d) reviewed and analyzed over 1.3
million pages of documents produced by Defendants, and over 52,000 pages of documents produced
by financial analysts, the European Medicines Agency ("EMA"), and other third-party fact
witnesses; (e) deposed multiple witnesses, including two Wyeth corporate representatives pursuant
to Fed. R. Civ. P. 30(b)(6); (f) fully briefed and successfully obtained class certification; (g)
defended depositions of the class representative for Pipefitters; (h) extensively prepared for 14
noticed/subpoenaed fact depositions of former and current Wyeth employees, including the
Individual Defendants, and other third parties; (i) extensively prepared for an additional six
depositions of former Wyeth employees and other third parties whose depositions had not yet been
set at the time of the settlement; (j) deposed Defendants' market efficiency and loss causation expert
in connection with Defendants' opposition to Lead Plaintiff's motion for class certification; and (k)
met extensively with experts and consultants with experience in the fields of medicine,
pharmaceuticals, economics, loss causation, and biostatistics.
4. This settlement is the product of hard-fought litigation and takes into consideration
the significant risks specific to the case. The settlement is the result of extensive arm's-length
negotiations between the parties, facilitated by a respected and experienced mediator, the Honorable
Layn R. Phillips (Ret.). These negotiations were conducted by experienced counsel with a full
understanding of both the strengths and weaknesses of their respective cases. The settlement for
$67,500,000 represents an extraordinary recovery in light of the significant risks Lead Plaintiff faced
in bringing the action to trial.
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5. Lead Counsel believe that this settlement represents an excellent result for the Class,
especially considering the circumstances of this case as discussed herein. Investigation, discovery,
motion practice, and legal research informed Lead Counsel that, while they believed the case was
meritorious, there were also weaknesses that had to be carefully evaluated in determining what
course (i.e., whether to settle and on what terms, or to continue to litigate through, potentially,
summary judgment and a trial on the merits) was in the best interests of the Class. As set forth in
further detail below, despite the fact that Lead Plaintiffs allegations and claims were arguably
supported by legal authority, expert opinion, and evidence discovered during extensive pre-trial
investigation and discovery, the specific circumstances involved here presented uncertainties with
respect to Lead Plaintiff's ability to prevail through summary judgment and trial.
6. The gravamen of this case concerns Defendants' alleged misleading statements and
omissions during the Class Period (June 26, 2006 through July 24, 2007) regarding the safety and
approvability of the drug Pristiq for the treatment of vasomotor symptoms ("VMS"). Lead
Plaintiffs Consolidated Complaint for Violations of the Federal Securities Laws ("Consolidated
Complaint") alleges Defendants violated § § 10(b) and 20(a) of the Securities Exchange Act of 1934
("Exchange Act") by withholding material information from investors during the Class Period about
Pristiq's safety profile and serious adverse effects ("SAEs") observed during the drug's clinical trials
for the treatment of VMS.
7. The Consolidated Complaint alleges that, as a result of Defendants' conduct, Wyeth's
stock traded at artificially inflated prices during the Class Period. This artificial inflation allegedly
enabled Defendants to collect $83.8 million in insider trading proceeds during the Class Period.
When the truth about Defendants' misleading statements and omissions is alleged to have been
revealed, Wyeth's shareholders were damaged and the Company's common stock price eventually
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closed at $50.30 per share on July 24, 2007 — an approximate 10% decline from its closing price of
$56.00 per share on the previous trading day.
8. In opting to settle the Litigation, Lead Plaintiff and Lead Counsel took into
consideration the significant risks associated with advancing the claims alleged in the Consolidated
Complaint. Defendants repeatedly argued in their motion to dismiss and motion for reconsideration,
that Lead Plaintiff's claims failed for various reasons. Defendants made similar arguments in
opposing Lead Plaintiff's efforts to certify the Class. For example, in their brief opposing class
certification, Defendants (in part via expert analysis) extensively argued that, based on stock price
reactions during the Class Period, the alleged misrepresentations and omissions had no statistically
significant impact on the price of Wyeth stock. Defendants also argued that Wyeth had disclosed the
allegedly adverse information about the hypertensive and cardiac risks associated with Pristiq well
before the end of the Class Period. As a result, Defendants contended Lead Plaintiff and the Class
could not invoke the fraud-on-the-market presumption of reliance and therefore common issues of
fact did not predominate as required by Rule 23(b)(3).
9. If this Litigation proceeded to summary judgment and/or trial, Defendants almost
certainly would have made similar arguments, contending liability could not be demonstrated
because, during the Class Period, Wyeth disclosed all medical information regarding Pristiq's safety
that Lead Plaintiff asserted was withheld. Additionally, at summary judgment and (potentially) trial,
Defendants were expected to contend that they made no false and/or misleading statements or
omissions regarding Pristiq's safety, and that, even if not technically accurate, any such
misrepresentations were legally immaterial based on share price reactions to the alleged statements
and omissions. Although Lead Plaintiff was confident it could support its claims with qualified and
persuasive expert testimony, jury reactions to competing experts are inherently difficult to predict,
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and Defendants would have almost certainly utilized highly experienced experts to argue their
defenses to liability, including arguments that they made sufficiently accurate statements in publicly
filed documents concerning Pristiq's safety profile.
10. Lead Plaintiff also faced unknown risks in establishing loss causation and damages
had the Litigation proceeded. Defendants had previously argued that Wyeth's stock declined not
because of the Company's disclosures regarding the safety profile of Pristiq, but rather because of
non-fraudulent factors, such as the announcement that the FDA was not approving Pristiq for the
VMS indication. Lead Plaintiff believed it had convincing arguments that the facts demonstrated
Defendants' misleading statements and omissions during the Class Period regarding the safety and
approvability of the drug, including the adverse cardiovascular and hepatic effects associated with
Pristiq and the combination thereof, artificially inflated Wyeth's stock price during the Class Period
and the stock price decline on July 24, 2007 was due to the disclosure of the alleged fraud. Lead
Plaintiff was, however, aware that Defendants had retained a nationally known expert, Dr. Kenneth
Lehn, who would opine otherwise.
11. As mentioned above, Defendants would have argued that any losses suffered by Class
Members on their investments in Wyeth securities were attributable to various factors other than
Defendants' alleged public misstatements, such as the announcement that the FDA was not
approving Pristiq for the VMS indication. As with contested liability issues, issues relating to loss
causation and damages would have likely come down to an inherently unpredictable and hotly
disputed "battle of the experts." Accordingly, in the absence of a settlement, there was a very real
risk that the Class could have recovered an amount significantly less than the settlement — or even
nothing at all.
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12. On balance, considering all the circumstances and risks both sides faced were the
parties to continue to trial, both Lead Plaintiff, for itself and the Class, and Defendants concluded
that settlement on the terms agreed upon was in their respective best interests.
13. Lead Counsel prosecuted this action on a wholly contingent basis and advanced or
incurred significant litigation expenses. By doing so, Lead Counsel shouldered the risk of an
unfavorable result. Lead Counsel have not received any compensation for their effort; nor have they
been reimbursed for the substantial expenses they incurred. The complex nature and broad scope of
the facts and law underlying the securities violations alleged, and the intense litigation proceedings,
have added substantial expenditures to this otherwise costly prosecution, resulting in expenses of
$461,050.19, as well as the investment of over 6,800 hours of attorney and other professional and
paraprofessional time.
14. The fee application for 24.5% of the Settlement Fund is fair both to the Class and
Lead Counsel, and warrants the Court's approval. This fee request is within the range of fee
percentages frequently awarded in this type of action and, under the particular facts of this case, is
fully justified in light of the substantial benefits conferred on the Class, the risks undertaken, the
quality of representation, the nature and extent of legal services performed, and the fact that the
considerable cash settlement was far from guaranteed at the outset of the case. Both the settlement
and the fee request have been independently approved by Lead Plaintiff. See paragraphs 4 through 5
to the Declaration of Charles T. Hannaford in Support of Motion for Final Approval of Settlement,
Plan of Allocation of Settlement Proceeds, and Award of Attorneys' Fees and Expenses, submitted
herewith. This is the kind of result envisioned by Congress in enacting the Private Securities
Litigation Reform Act of 1995 ("PSLRA") and is entitled to significant weight by the Court in
awarding fees to counsel.
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15. Lead Counsel also seek an award of $461,050.19 for expenses reasonably and
necessarily committed to the nearly five-year long prosecution of the Litigation. These expenses
include: (a) the costs of meals, hotels, and transportation incurred in prosecuting the case; (b) the
fees and expenses of consultants and experts whose services Lead Counsel required in order to
successfully prosecute and resolve this case; (c) the fees and expenses of investigators who located
and interviewed dozens of former Wyeth employees and thus developed information that was
essential in the prosecution and resolution of the case; (d) the costs associated with conducting or
defending fact and expert witness depositions, which included court reporter and videographer fees;
(e) photocopying, imaging, shipping, and managing a database of over 1.3 million pages of
documents; (f) mediation fees; (g) Court filing fees; and (h) online legal and media research fees.
See accompanying Declaration of Laurie L. Largent Filed on Behalf of Lead Counsel in Support of
Application for Award of Attorneys' Fees and Expenses ("Largent Decl.") for a detailed history of
expenses incurred by Lead Counsel. As will be seen from the discussion of the efforts required by
Lead Counsel to achieve this settlement, these expenses were reasonable and necessary to obtain the
successful result reached in this case.
16. Also, as allowed under the PSLRA, Lead Plaintiff seeks reimbursement for its time
and expenses in the amount of $4,526.25. Lead Plaintiffs investment of time, effort, and expense
greatly contributed to the successful result of the Litigation.
17. The following is a summary of the principal events which occurred during the course
of the Litigation and the legal services provided by Lead Counsel. For a summary of Lead
Plaintiff's allegations, see the Consolidated Complaint (Dkt. No. 17) and this Court's September 29,
2010 Memorandum and Order on Defendants' motion to dismiss. Dkt. No. 46.
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II. THE LITIGATION
A. The Commencement of the Action
18. On November 14, 2007, City of Livonia Employees' Retirement System ("City of
Livonia") filed the original Complaint for Violation of the Federal Securities Laws with this Court.
Dkt. No. 1. The complaint asserted claims under §§10(b) and 20(a) of the Exchange Act against
Wyeth and Robert Essner, the Company's Chief Executive Officer and Chairman of the Board. Dkt.
No. 1.
19. On January 14, 2008, Pipefitters filed a motion for appointment as lead plaintiff and
for approval of its selection of lead counsel. Dkt. No. 7. No other Wyeth investor moved to be lead
plaintiff and no other counsel moved to be appointed lead counsel. On February 25, 2008, the Court
granted Lead Plaintiff's motion, appointing Pipefitters as the Lead Plaintiff and approving
Pipefitters' choice of Robbins Geller as Lead Counsel. Dkt. No. 13.
20. On April 11, 2008, after further extensive factual investigation by Lead Counsel,
which included locating and interviewing former Wyeth employees and consulting with medical and
economics experts, Lead Plaintiff filed the Consolidated Complaint on behalf of all purchasers of
Wyeth securities during the period June 26, 2006 through July 24, 2007. Dkt. No. 17. In
comparison to the original complaint, the Consolidated Complaint included five additional
individual Defendants, each of whom was alleged to have made false statements during the Class
Period. The Consolidated Complaint also significantly expanded the allegations of securities fraud,
and included allegations of Defendants' insider trading and other motives during the Class Period.
Based on Lead Counsel's investigation, the Class Period was also shortened by five months. As
demonstrated by the Court's subsequent orders on Defendants' motion to dismiss and motion for
reconsideration, the Consolidated Complaint was the end result of a tremendous amount of time and
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Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 11 of 39
effort expended by Lead Counsel in drafting a detailed, factually supported pleading capable of
passing muster under the PSLRA.
B. Defendants' Motion to Dismiss the Consolidated Complaint
21. On June 10, 2008, Defendants filed a motion to dismiss the Consolidated Complaint.
Dkt. Nos. 23-25. Defendants' complex memorandum of law ran nearly 40 pages, citing more than
60 cases and raising numerous legal issues and sub-issues aimed at undermining Lead Plaintiff's
allegations. Defendants' memorandum of law in support of the motion to dismiss contended that the
alleged false statements and/or omissions at issue were not actionable under the securities laws for
various reasons. Defendants vigorously argued that Lead Plaintiff: (a) failed to specify any false or
misleading statements or the reasons why any such statements were false or misleading; (b)
improperly sought to establish liability for statements constituting opinions and beliefs as well as
forward-looking statements and statements that constituted non-material "puffery" or corporate
optimism; (c) improperly alleged that certain statements were false when in fact they contained no
material misrepresentations; (d) failed to plead scienter as to any Defendant; and (e) failed to allege
loss causation. Defendants also argued that Lead Plaintiff failed to meet the pleading requirements
required for a §20(a) control person claim.
22. On July 25, 2008, Lead Plaintiff filed a comprehensive opposition to Defendants'
motion to dismiss. Dkt. No. 28. In its 40-page opposition, Lead Plaintiff argued that each of
Defendants' reasons to dismiss the Consolidated Complaint should be rejected. Based on the
detailed allegations of the Consolidated Complaint, Lead Plaintiff argued, inter alia, that: (a) it had
adequately alleged Defendants' false and misleading statements; (b) those statements were made
with the requisite scienter; (c) it had adequately alleged loss causation; and (d) it had properly
alleged a §20(a) control person claim. Lead Plaintiff explained the reasons why the misstatements
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and omissions concerning the adverse events associated with Pristiq for VMS were materially
misleading. For example, Lead Plaintiff explained that Wyeth had projected the revenue from
Pristiq for VMS would replace the billions of dollars in revenue that would be lost once the patents
on other specific Wyeth drugs expired. Lead Plaintiff also described the materiality of these adverse
events in light of the fact that news of them could negatively impact future revenue streams from
Pristiq's other indication for the treatment of Major Depressive Disorder ("MDD"). Lead Plaintiff's
opposition highlighted key indicia of Defendants' scienter, including Defendants' knowledge of the
adverse effects associated with Pristiq, Defendants' motive and opportunity to commit the fraud, and
Defendants' Class Period sales of over 1.55 million shares of Wyeth stock. Lead Plaintiff cited
approximately 70 cases in opposing Defendants' motion and made forceful arguments in opposition
to Defendants' motion, spending significant time and resources performing the legal research and
factual analysis necessary to draft an effective opposition and satisfy the strict pleading burden
imposed by the PSLRA.
23. On August 25, 2008, Defendants filed their reply in support of their motion to
dismiss. Dkt. No. 31. In all, Defendants submitted approximately 1,300 pages of exhibits in support
of their motion to dismiss, which Lead Counsel was tasked with reviewing and analyzing in order to
sufficiently respond to Defendants' arguments.
24. At the time the parties were briefing the issues on Defendants' motion to dismiss, in
September 2008, the parties also engaged in a full round of briefing on Lead Plaintiff's motion to
strike certain exhibits filed by Defendants in connection with the motion to dismiss briefing. Dkt.
Nos. 33-37. This separate briefing on certain exhibits relied upon by Defendants also involved
significant legal and factual research. On June 25, 2009, the Court granted in part and denied in part
Lead Plaintiff's motion to strike certain of Defendants' exhibits. Dkt. No. 40.
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25. Prior to and following Defendants' submission of their reply brief in support of their
motion to dismiss, Lead Plaintiff continued its factual investigation of the allegations in preparation
for discovery. As a result, Lead Counsel were prepared to file an amended complaint with even
more detailed allegations, if the Court determined that the Consolidated Complaint did not
sufficiently allege securities fraud.
26. On September 29, 2010, this Court issued a Memorandum and Order denying in part
and granting in part Defendants' motion to dismiss. Dkt. No. 46. The Court held Lead Plaintiff had
properly alleged claims under § § 10(b) and 20(a) of the Exchange Act, and permitted discovery to go
forward.
C. Defendants' Motion for Reconsideration
27. On October 14, 2010, Defendants moved for reconsideration on the portion of this
Court's Order denying the motion to dismiss. Dkt. No. 47. Defendants argued reconsideration was
warranted because Study 315 of the Pristiq VMS clinical trials allegedly failed to demonstrate
statistical significance between the adverse events at issue and the drug and, therefore, there was no
duty to publicly disclose the adverse events. Defendants also contended that because Study 315
purportedly did not demonstrate a statistically significant relationship between Pristiq and the
cardiovascular and hepatic adverse events, any misstatements and omissions of fact about Pristiq
could not have involved conscious misbehavior or recklessness. Defendants' arguments were
largely premised on the Second Circuit decisions in Carter-Wallace land Carter-Wallace II.
28. On October 27, 2010, Lead Plaintiff filed an opposition to Defendants' motion for
reconsideration, arguing that Defendants had failed to point to any controlling authority or relevant
factual matters the Court had overlooked when ruling on the motion to dismiss, as required by the
legal standard for motions for reconsideration. Dkt. No. 50. For example, Lead Plaintiff pointed out
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that the Court had already considered the Second Circuit's Carter-Wallace decisions and their
progeny, as well as Study 315 that Defendants had previously submitted to the Court in support of
their motion to dismiss. Lead Plaintiff further argued that Study 315 did not support reconsideration
or dismissal of the Consolidated Complaint and actually demonstrated the statistically significant
relationship between Pristiq and the adverse cardiovascular and hepatic events at issue. Lead
Plaintiff's response to Defendants' motion required Lead Counsel to meticulously and thoroughly
analyze both the legal opinions on which Defendants relied, as well as the results of Study 315 and
the adverse events associated with Pristiq.
29. On November 4, 2010, Defendants filed their reply in support of their motion for
reconsideration. Dkt. No. 53. On November 23, 2010, the Court issued an Order denying
Defendants' motion for reconsideration. Dkt. No. 56.
D. Defendants' Efforts to Limit Fact Discovery to the Issue of Statistical
Significance
30. In the Court's Order denying Defendants' motion for reconsideration, and in response
to requests by Defendants to engage in bifurcated discovery, the Court ordered the parties to provide
a joint submission to the Court, stating whether the parties wished to set a bifurcated discovery
schedule that focused first on the issues concerning the statistical significance of the cardiovascular
and hepatic adverse events in Study 315, followed by a possible motion for summary judgment on
this issue alone. Dkt. No. 56.
31. On December 10, 2010, the parties made their submission to the Court setting forth
the parties' respective positions and arguments on whether to bifurcate discovery on the issue of
statistical significance. In drafting this joint letter and responding to Defendants' arguments
contained therein, Lead Counsel spent considerable time searching for and analyzing relevant case
law that addressed this specific issue. Together with their consultants, Lead Counsel also further
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analyzed the 1,000-plus page Study 315 Report on which Defendants relied in seeking to bifurcate
discovery on the issue of statistical significance.
32. Lead Plaintiff argued that a bifurcated discovery schedule would not be efficient and
should not be conducted, because, inter alia, the presence or absence of statistical significance could
not be dispositive of the elements of materiality and scienter, and because any evaluation of the
statistical significance of the hepatic and cardiovascular adverse events linked to Pristiq would also
be broader than just the results of Study 315. Accordingly, because of the inextricable relationships
between statistical significance and the elements of materiality, scienter, and loss causation, Lead
Plaintiff argued that Defendants' proposed "phased" approach to discovery would not be efficient.
In contrast, Defendants argued in favor of a bifurcated discovery approach, contending the approach
would allow for a more efficient discovery process by focusing solely on the issue of statistical
significance.
33. On January 20, 2011, this Court issued an Order stating that discovery was to initially
focus on the issue of statistical significance and the parties were to submit a joint letter to the Court
proposing a schedule for this initial discovery period. Dkt. No. 64. On January 26, 2011, following
the parties' submission of a joint letter to the Court, the Court set a schedule by which bifurcated
discovery was to proceed on the issue of statistical significance. Dkt. No. 69.
34. The parties proceeded accordingly, and on February 7, 2011, Defendants began
producing documents relevant to the issue of statistical significance. Between February and June
2011, Defendants produced close to 600,000 pages of documents, primarily consisting of detailed
records regarding the Pristiq clinical trials and Wyeth's submissions to the FDA for marketing
approval of Pristiq for VMS. On June 30, 2011, counsel for the parties engaged in a full-day, faceto-face
settlement meeting, which included presentations of the issue of statistical significance. Both
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parties brought biostatisticians to the June 30, 2011 meeting, and those experts made presentations
and were questioned by opposing counsel. Based on the meeting, it was apparent that the parties had
very different views regarding the results of the Pristiq clinical trials and the materiality of the
cardiovascular and hepatic adverse events. Accordingly, on July 29, 2011, Defendants submitted a
pre-motion letter setting forth the basis for moving for summary judgment on the issue of statistical
significance.
35. On August 9, 2011, Lead Plaintiff submitted its response to Defendants' pre-motion
letter, relying on the Supreme Court's recent opinion in Matrixx Initiatives, Inc. v. Siracusano, 131
S. Ct. 1309 (2011). In Matrixx, the Supreme Court expressly rejected the bright-line standard for
statistical significance and materiality espoused in the Carter-Wallace decisions on which
Defendants had relied. As a result, Lead Plaintiff argued, Defendants' proposed initial summary
judgment motion would be premature and improper, and advocated the parties engage in full merits
discovery.
36. Following further discussions between counsel, on August 31, 2011 at the pre-motion
conference, Defendants' counsel informed the Court that they no longer intended to move for
summary judgment on the limited issue of statistical significance. Accordingly, the Court ordered
the parties to promptly submit a proposed revised case management plan and scheduling order and
engage in full merits discovery. Dkt. No. 78.
E. Lead Plaintiff's Motion for Class Certification
37. On January 21, 2011, Lead Plaintiff filed its initial motion for class certification,
supported by a memorandum of law and two declarations. Dkt. Nos. 65-68. Shortly after this filing,
however, the Court bifurcated discovery as discussed above and issued an order staying all discovery
related to Lead Plaintiff's motion for class certification pending the parties' completion of the initial
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phase of discovery focused on the issue of statistical significance. Accordingly, the Court
administratively denied, without prejudice, Lead Plaintiff's initial class certification motion Dkt.
No. 69 at 1-2.
38. Following the August 31, 2011 pre-motion conference discussed above, the Court
issued a revised scheduling order on September 19, 2011, which set new deadlines for the filing of
Lead Plaintiff's renewed class certification motion. Dkt. No. 79. Pursuant to the revised scheduling
order, on October 21, 2011, Lead Plaintiff filed a renewed motion for class certification. Dkt.
Nos. 80-83. Lead Plaintiff sought certification of a class of all purchasers and/or acquirers of
Wyeth's publicly traded securities during the period June 26, 2006 through July 24, 2007. Dkt.
No. 81. Lead Plaintiff's motion set forth the relevant facts in the case, detailed the reasons why
Pipefitters was an appropriate class representative, and explained how the requirements of Fed. R.
Civ. P. 23(a) — numerosity, commonality, typicality and adequacy — were met, as were the
requirements of Fed. R. Civ. P. 23(b)(3). With respect to the Rule 23(a) requirements, Lead
Plaintiff's motion explained, inter alia, that Pipefitters' injury was typical of the other members of
the Class, Pipefitters had been harmed by the same alleged course of conduct as had the other Class
members, and would fairly and adequately protect the interests of the Class. Lead Plaintiff's motion
also explained that the market for Wyeth shares was efficient and that the Class was entitled to the
fraud-on-the-market presumption of reliance.
39. As part of the discovery on Lead Plaintiff's motion, Defendants noticed the
deposition of the Rule 30(b)(6) designee for Pipefitters. On January 11, 2012, Lead Counsel
defended an all-day deposition of the Rule 30(b)(6) designee for Pipefitters, Charles Hannaford.
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40. Prior to the deposition, Lead Counsel met with and thoroughly prepared the
designated Rule 30(b)(6) witness for Pipefitters, including reviewing and analyzing hundreds of
pages of documents Pipefitters and its respective investment advisors had produced to Defendants.
41. On January 31, 2012, Defendants filed their opposition to Lead Plaintiffs motion for
class certification. Dkt. No. 88. Defendants submitted two declarations and approximately 20
exhibits in support of their opposition. Dkt. No. 88. In opposing Lead Plaintiff's motion for class
certification, Defendants retained Dr. Kenneth M. Lehn to study and opine on the reaction of
Wyeth's stock price to the alleged misstatements and omissions. Defendants argued in their
opposition papers (in part via expert analysis) that, according to stock price reactions during the
Class Period, the alleged misrepresentations and omissions had no statistically significant impact on
the price of Wyeth shares during the Class Period. Defendants also argued that Wyeth had disclosed
information during the Class Period about the alleged hypertensive and cardiac events in Study 315.
Defendants further contended Lead Plaintiff could not invoke the fraud-on-the-market presumption
of reliance and therefore common issues of fact did not predominate as required by Rule 23(b)(3).
Defendants also challenged Pipefitters' ability to represent the Class based on Pipefitters' monitoring
agreement with Lead Counsel and the timing of Pipefitters' purchases of Wyeth shares.
42. In preparing to respond to Defendants' opposition brief, Lead Counsel meticulously
reviewed and researched the briefing and evidentiary material Defendants submitted in support of
their opposition. Lead Counsel also prepared extensively for and, on February 27, 2012, took the
deposition of Defendants' expert, Dr. Lehn, which allowed Lead Counsel to question Dr. Lehn on
the bases for his expert conclusions and report. In preparing for the deposition of Dr. Lehn, as well
as the reply brief in support of class certification, Lead Counsel consulted with their economics and
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loss causation experts. On March 13, 2012, Lead Plaintiff filed the reply brief in support of its
motion for class certification. Dkt. Nos. 94-95.
43. On March 27, 2012, Defendants submitted to the Court a sur-reply in opposition to
class certification and a letter seeking leave to file the sur-reply. Two days later, on March 29, 2012,
Lead Plaintiff submitted a written response to the Court, challenging Defendants' submission of a
sur-reply, without first obtaining leave to file the sur-reply, as procedurally improper. On April 6,
2012, the Court denied Defendants' request to file a sur-reply.
44. On May 10, 2012, the Court heard oral argument on Lead Plaintiff's class
certification motion. On September 18, 2012, the Court issued a Memorandum and Order granting
Lead Plaintiff's motion. Dkt. No. 106. On October 2, 2012, Defendants filed a petition to the United
States Court of Appeals for the Second Circuit seeking leave to appeal the Court's class certification
order, and Lead Plaintiff filed its opposition to the petition on October 15, 2012.
F. Investigators
45. In the post-PSLRA passage era, the use of investigators to gather detailed, factspecific
information from knowledgeable witnesses is often necessary in drafting the type of highly
particularized complaints mandated by the current pleading standards. Here, Lead Counsel utilized
in-house and external investigators to perform investigative services relating to the Litigation.
46. In connection with Lead Plaintiff's factual investigation and preparation of the case,
in January 2008, Lead Counsel retained experienced private investigators from L.R. Hodges &
Associates, Ltd. ("LRH&A") who assisted with the investigation by providing investigative services
to Lead Counsel. LRH&A's research staff expended considerable hours researching, identifying,
and confirming the employment status of prospective witnesses, locating key targets, as well as
maintaining and updating witness lists. Their efforts also involved researching, retrieving, and
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analyzing relevant documents, including news articles, court filings, and other materials related to
the case. LRH&A identified, gathered, and recorded contact information of over 50 individuals that
were currently or formerly affiliated with Wyeth and had potentially relevant information regarding
the allegations. LRH&A contacted and conducted interviews with these witnesses; and thereafter,
prepared detailed interview summaries and other case reports for Lead Counsel's review. LRH&A
further analyzed key case issues during the process, and participated in numerous strategy sessions
and investigation briefings with Lead Counsel. As a result of these efforts, Lead Counsel was
provided with key information that could be used to strengthen Lead Plaintiff's allegations, navigate
documents produced during discovery, and intelligently discern which individuals possessed
potentially relevant information and could be potential candidates from which deposition or trial
testimony could be elicited.
47. LRH&A billed a total of $104,375.62 for the 534.8 hours of billed work over a fourmonth
period.
G. Fact Discovery
1. Document Discovery to Defendants
48. On November 11, 2010, Lead Plaintiff propounded its first request for the production
of documents to the Individual Defendants. Also on November 11, 2010, Lead Plaintiff propounded
its first request for the production of documents to Wyeth. Each request included 69 discrete
requests seeking documents on a variety of relevant topics and spanning a five-year relevant time
period. Defendants submitted their responses and objections to the document requests to Lead
Plaintiff on December 14, 2010. Lead Counsel engaged in numerous meet-and-confer discussions
with Defendants' counsel to address their responses and objections to the document requests, to
negotiate the scope and manner of the discovery, and to arrange for the production of responsive
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documents. Given the scope of the issue on which discovery was sought, as well as the disputes that
arose regarding relevancy, burden, and privilege, from the outset the discovery process required
extensive coordinated efforts and expenditures of substantial time and money on Lead Counsel's
part.
49. During fact discovery, Lead Counsel also spent a significant amount of time
discussing and negotiating with Defendants the discovery and production of Wyeth's relevant
electronically stored information ("ESI"). The parties discussed the relevant data sources that could
be searched and retrieval methodologies for obtaining relevant ESI. The parties conducted
numerous meet and confers to identify the custodians whose files would be searched, the relevant
time frames and search terms to be used and the protocol for the format of the production, including
the production of metadata. The negotiations and discussions led to the production of ESI from
numerous Wyeth data bases.
50. Prior to producing the requested discovery, Defendants insisted that Lead Plaintiff
stipulate to a confidentiality agreement. The parties engaged in substantial conferrals and
negotiations over the terms of the agreement and the confidential treatment of documents. On
February 7, 2011, the Court approved the stipulated confidentiality order. Dkt. No. 71.
51. On April 5, 2012, Lead Plaintiff propounded its second request for the production of
documents to Defendants and first request to Defendants for the inspection of tangible things. This
second document request targeted events following the Class Period concerning the drug Pristiq,
including the reasons for Wyeth's withdrawal of its new drug application for Pristiq for VMS. These
post-Class Period events indicated the existence of additional documents and information that were
likely relevant to the Litigation. Lead Plaintiffs request for inspection was precipitated by
Defendants' assertion, raised in prior briefing on the parties' motions, that certain facts regarding
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Pristiq had purportedly been disclosed on a poster board during an industry event. Accordingly,
Lead Plaintiff also sought to inspect this poster board and related materials.
52. On May 7, 2012, Defendants submitted their responses and objections to Lead
Plaintiff's second document request and first request for inspection. As it had with respect to the
first documents requests, Lead Counsel engaged in a series of meet-and-confer discussions with
Defendants' counsel to discuss their objections to the second document request and to negotiate the
scope of the discovery. Following this series of conferrals, Defendants agreed to produce additional
documents in response to the second set of document requests.
53. The result of the discovery requests, in addition to numerous subsequent written and
telephonic correspondence regarding the sufficiency of Defendants' discovery responses, culminated
in the production of over 1.3 million pages of documents from Defendants. The careful examination
and analysis of hundreds of thousands of pages of documents required an effort by various attorneys
who analyzed, coded, and organized the documents, selected the documents that proved or could
undermine Lead Plaintiffs allegations, identified relevant witnesses, and established procedures to
identify additional documents and information that had not been produced. Attorneys for Lead
Plaintiff also spent considerable time discussing specific documents produced during discovery,
including which documents could potentially be utilized during motion practice or in connection
with depositions.
54. It must be stressed that virtually all of the materials produced by Defendants, as well
as those by third parties, were highly scientific in nature and required Lead Counsel to become
familiar with various terms, acronyms, concepts, and processes associated with the fields of
pharmacology, biostatistics, and statistics. Lead Counsel thus spent significant time reviewing
communications, minutes, reports, voluminous Excel spreadsheets, and PowerPoint presentations
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that were technical in nature. Throughout the document review process, Lead Counsel was tasked
with comprehending what information the documents conveyed, determining how they were relevant
to the alleged fraud, and then applying that understanding to other documents that had been
produced. Lead Counsel also continually assessed the areas in which Defendants' document
production appeared insufficient in light of Lead Plaintiff's document requests and the parties agreed
upon production protocol. In total, the review, analysis, and organization of the document
productions in this case was conducted over the course of nearly 18 months.
55. In addition to propounding and conferring over the three sets of document requests to
Defendants, Lead Plaintiff also responded to discovery requests propounded by Defendants.
Defendants submitted their first request for production on November 9, 2010, which consisted of
over 40 separate document requests. Lead Plaintiff submitted its responses and objections to these
document requests on December 9, 2010. Lead Plaintiff also met and conferred with Defendants in
order to negotiate the scope and breadth of the document requests, as well as how the parties would
proceed following the submission of Defendants' notice of deposition of Lead Plaintiff and the
original named plaintiff City of Livonia Employees' Retirement System. 2 Lead Plaintiff also
gathered documents in responses to the requests, and Lead Counsel reviewed the documents for
responsiveness and privilege, ultimately producing just under 3,000 pages to Defendants.
2. Depositions
56. In preparation for trial and an anticipated motion for summary judgment, as of the
time of the settlement Lead Counsel had taken depositions of three Wyeth employees, including two
in their capacity as Fed. R. Civ. P. 30(b)(6) designations. Defendants served written objections in
2 Based on a negotiated agreement between the parties, discovery directed at the City of
Livonia Employees' Retirement System was largely stayed.
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connection with Lead Plaintiff's efforts to conduct the Fed. R. Civ. P. 30(b)(6) depositions, which
the parties addressed during conferrals. Those depositions are set forth as follows:
DEPONENT DATE LOCATION
Ru Fong Cheng — Fed. R. Civ. P. 30(b)(6) July 31, 2012 New York, NY
Justin Victoria — Fed. R. Civ. P. 30(b)(6) Aug. 30, 2012 New York, NY
Susan Mather, M.D. Oct. 12, 2012 Philadelphia, PA
57. Lead Counsel also noticed/subpoenaed and extensively prepared for the depositions
of the following witnesses, who included former and current employees of Wyeth, as well as nonparty
analysts that covered Wyeth during the relevant time period:
DEPONENT
NOTICED/SUBPOENAED
DEPOSITION DATE
Maria Palma Seljan (former Wyeth employee) Oct. 29, 2012
Justin Victoria (former Wyeth employee) Nov. 2, 2012
Randall Brenner (former Wyeth employee) Nov. 8, 2012
Dr. Gary Stiles (former Wyeth employee) Nov. 15, 2012
Bernard Poussot (Defendant) Nov. 27, 2012
Ginger Constantine (Defendant) Nov. 29, 2012
Margery Gass, M.D. (Wyeth consultant on Pristiq) Dec. 4, 2012
Stephen Scala (Cowen analyst) Dec. 6, 2012
Robert Ruffolo (Defendant) Dec. 11, 2012
John Boris (Citigroup analyst) Dec. 12, 2012
Joseph Mahady (Defendant) Dec. 13, 2012
Henrietta Ukwu (former Wyeth employee) Dec. 14, 2012
Kenneth Martin (Defendant) Dec. 18, 2012
Robert Essner (Defendant) Dec. 18, 2012
58. In addition to these noticed/subpoenaed depositions, Lead Counsel was also
extensively preparing to take the depositions of other former Wyeth employees and third parties,
whose depositions had not yet been scheduled at the time of the settlement. They include:
DEPONENT
Barbara Ryan (Deutsche analyst)
James Kelly (Credit Suisse analyst)
John Boris (Bear Stearns analyst)
Tim Anderson (Prudential analyst)
Karen Tourain (former Wyeth employee)
Sophie Olivier (former Wyeth employee)
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59. In preparation for the depositions outlined in 56-57, Lead Counsel analyzed tens of
thousands of pages of documents produced by Defendants and third parties. Lead Counsel also
reviewed analyst reports and conference call transcripts from the relevant time period in order to
determine which analysts were likely to possess responsive information, and through Lead Counsel's
internal investigation, Lead Counsel located, contacted, and negotiated with the analysts (or their
respective counsel) regarding Lead Counsel's efforts to obtain the analysts' deposition testimony.
60. Lead Plaintiff faced unique challenges in seeking to depose Sophie Olivier, M.D., a
central witness who possessed key information regarding Pristiq and the events at issue but resided
abroad in England and outside the jurisdictional reach of the United States District Courts.
Dr. Olivier served as a Senior Director at Wyeth, was deeply involved in Wyeth's clinical trials of
the drug Pristiq, sat on the Safety Review Team overseeing Pristiq for VMS, and had firsthand
knowledge of the cardiovascular and hepatic side effects that were associated with Pristiq for the
treatment of VMS. As part of the process of obtaining discovery from a person within the English
court system's jurisdiction, Lead Plaintiff drafted and filed an application for the issuance of a Letter
of Request from the Court. Lead Counsel worked with local counsel in England who was very
knowledgeable in the area of English law, and in particular, the processes and intricacies involved in
instances in which American litigants seek discovery from persons located in England.
3. Third Party Discovery
61. Starting in October 2010, Lead Plaintiff began issuing subpoenas seeking the
production of documents from more than two dozen relevant third parties, including the FDA,
companies Wyeth retained in order to market and develop publications regarding Pristiq, and more
than a dozen securities financial analysts who covered Wyeth during the Class Period. Additionally,
Lead Plaintiff, through public access procedures, retained thousands of pages of documents from the
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EMA related to the registration of Pristiq for VMS in the European Union. See paragraph 3 to the
Declaration of Matthew P. Montgomery Filed in Support of Application for Award of Attorneys'
Fees and Expenses, submitted herewith. Lead Plaintiff issued additional document subpoenas
throughout the litigation as other relevant third parties emerged as a result of Lead Plaintiff's
continued review of documents and information produced during discovery, including various
medical professionals and institutions who were involved with, and possessed relevant information
concerning, the safety issues associated with Pristiq for the treatment of VMS.
62. Lead Counsel expended considerable time locating and serving these third parties
which were located in various regions across the United States, and obtaining EMA documents
through its public access process. Following service of the subpoenaed third parties, Lead Counsel
engaged in numerous meet-and-confers with the third parties to discuss written objections to the
subpoenas, negotiate the scope of production, and arrange for the production of responsive
documents. This required extensive coordinated efforts and expenditures of time and resources on
Lead Counsel's part. In all, Lead Plaintiff subpoenaed documents from the third parties identified
below, and the document productions from the third parties exceeded 52,000 pages.
NAME
SUBPOENAED/REQUEST DUE
U.S. Food and Drug Administration Nov. 19, 2010
Arbor Scientia Dec. 20, 2010
Citigroup, Inc. Dec. 20, 2010
Cowen and Company, LLC Dec. 20, 2010
Credit Suisse Group AG Dec. 20, 2010
Deutsche Bank AG Dec. 20, 2010
Edward D. Jones & Co., L.P. Dec. 20, 2010
Goldman, Sachs & Co. Dec. 20, 2010
HSBC Global Asset Dec. 20, 2010
JPMorgan Chase & Co. Dec. 20, 2010
Leerink Swann, LLC Dec. 20, 2010
Merrill Lynch & Co., Inc. Dec. 20, 2010
Morgan Stanley & Co., Inc. Dec. 20, 2010
Natixis Bleichroeder LLC Dec. 20, 2010
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NAME
SUBPOENAED/REQUEST DUE
Oppenheimer & Co., Inc. Dec. 20, 2010
Prudential Financial Inc. Dec. 20, 2010
Standard & Poor's Financial Services, LLC Dec. 20, 2010
UBS Financial Services, Inc. Dec. 20, 2010
Cornerstone Research Feb. 15, 2012
Kenneth Lehn, Ph.D. Feb. 15, 2012
Margery Gass, M.D. June 1, 2012
Leon Speroff, M.D. June 25, 2012
University of Cincinnati Aug. 6, 2012
Cardinal Health Oct. 10, 2012
Michael Sketch, Jr., M.D. Oct. 30, 2012
John Warner, M.D. Nov. 2, 2012
Gregory Burkhart, M.D. Nov. 7, 2012
Margery Gass, M.D. Dec. 4, 20112
Stephen Scala (Cowan analyst) Dec. 6, 2012
H. Experts and Consultants
63. To assist Lead Counsel in investigating and proving up the complex issues involved
in this matter, including matters concerning pharmacology, biostatistics, and statistical analysis, as
well as loss causation and the Class's damages, the services of certain experts and consultants were
required. These experts and consultants included:
Nicholas P. Jewell, Ph.D., a well-respected and published professor of Biostatistics
and Statistics at the University of California, Berkeley, was retained by Lead Counsel
to opine on Defendants' claims that the hepatic and cardiovascular serious adverse
events in Study 315 were not statistically significant. Dr. Jewell reviewed the
clinical study report for Study 315, as well as thousands of pages of other Pristiq
clinical trial reports and FDA related documents in preparing his opinions.
Dr. Jewell also attended the parties' June 2011 face-to-face settlement meeting where
the parties discussed their respective positions in the case. Dr. Jewell made an
informal presentation of his opinions at the face-to-face meeting and was
instrumental in preparing Lead Counsel for the meeting. Dr. Jewell also assisted
with deposition preparation of the former Wyeth employees who were
knowledgeable about the biostatistical data from Study 315.
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• Ralph D. Harkins, Ph.D. (Innovation Clinical Research LLC), a statistical and
management consultant and expert in the field of statistics and a former FDA
employee, was retained by Lead Counsel to opine on the materiality of the hepatic
and cardiovascular adverse events in Study 315, including whether Defendants had
warning signs from the Pristiq clinical trials that the drug had alleged safety issues
during the Class Period. Dr. Harkins reviewed the results from each of the Pristiq
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clinical trials and performed his own statistical analysis of those results. Dr. Harkins
also provided significant insight to Lead Counsel regarding the FDA's statistical
methodology and consulted with Lead Counsel on document and deposition
discovery issues.
Dr. Daniel Shames, an expert in the medical and pharmaceutical fields, and a former
FDA director who presided over the review of drug products regulated by the FDA,
was retained by Lead Counsel to opine on the nature of the communications between
Wyeth and the FDA concerning Pristiq for VMS and the significance of the alleged
adverse events to the marketing approval for Pristiq. Dr. Shames had been
personally involved in the FDA review process for Pristiq for VMS, and reviewed
thousands of pages of materials associated with the Pristiq clinical trials and FDA
approval process. In addition to preparing his opinions, Dr. Shames regularly
consulted with Lead Counsel regarding potential areas for discovery and relevant
depositions.
Financial Markets Analysis, LLC ("FMA") was retained by Lead Counsel to assist
with the analysis of the movement of the price of Wyeth's common stock during the
Class Period. FMA prepared an event study by locating, reviewing and
chronologically aggregating various media articles and analyst reports, and analyzing
the price movement of Wyeth's common stock in relation to the information
disclosed in these public materials. FMA discussed its findings with Lead Counsel
and presented its findings to Lead Counsel in a comprehensive report. Lead Counsel
referred to and relied on this event study in moving for class certification, arguing
that the event study demonstrated that Wyeth's stock price reacted quickly to new,
material information during the Class Period, and that its common stock traded in an
efficient market.
Dr. Benny Chien, a well respected medical doctor and litigation consultant in San
Diego, California, performed initial research on the chemical aspects of Pristiq,
Wyeth's medical trials for Pristiq, and the available literature concerning
desvenlaxafine and the drug class of serotonin-norepinephrine reuptake inhibitors
("SNRI"), which included Pristiq. Dr. Chien also reviewed Wyeth's press releases
and filings with the SEC, and assisted Lead Counsel with the drafting and
finalization of Lead Plaintiff's allegations, as well as Lead Counsel's investigation of
those allegations.
Forensic Economics, Inc. and its staff were retained by Lead Counsel to evaluate loss
causation and assist in preparing the plan of allocation. During the class certification
briefing, Defendants argued that the price reaction of Wyeth stock following the end
of the Class Period was not related to the alleged misrepresentations and omissions,
and Forensic Economics, Inc. was retained to respond to Defendants' defense and
provide expert analysis and testimony, if necessary, to meet Lead Plaintiff's burden
of proof on loss causation at summary judgment and trial. Additionally, Forensic
Economics, Inc. spent numerous hours working with Lead Counsel in drafting a plan
of allocation for disbursement of the Settlement Fund.
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64. These experts provided crucial assistance and guidance to Lead Counsel. Lead
Counsel met and corresponded with these experts often to discuss the complex issues in this case,
including issues concerning the statistical significance of adverse events in Study 315, materiality,
market efficiency, loss causation, and damages. These experts' experience proved critical in this
case, especially considering the degree to which statistical significance and materiality played a role
in the action. Had the case proceeded to summary judgment and/or trial, the employment of these
experts' knowledge and testimony would have been equally indispensible.
III. THE STRENGTHS AND WEAKNESSES OF THE CASE
65. Based on available documents, deposition testimony, and Lead Counsel's
consultation with investigators, consultants, and experts, Lead Plaintiff believes that it had adduced
and would continue to adduce substantial evidence to support its claims. It also realized, however,
that it faced considerable risks as the case proceeded. Lead Plaintiff carefully considered these risks
in evaluating whether a settlement was in the Class's best interests.
66. As an initial matter, proceeding to summary judgment or trial posed a number of
risks. In order for the Class to ultimately prevail on its claims, it would first have to survive
Defendants' motion or motions for summary judgment. Summary judgment would pose a number
of risks for the Class. Lead Plaintiff would have to demonstrate to the Court that a genuine issue of
material fact exists with regard to each element of its securities claims. Summary judgment allows
both Lead Plaintiff and Defendants to present their strongest evidence before the Court. Defendants
would undoubtedly bolster their motion for summary judgment with exculpatory evidence that arose
during merits discovery.
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67. If Lead Plaintiff was to proceed to trial, notwithstanding its belief in the merits of the
claims asserted, there would be a risk that documentary and expert evidence in support of the
Consolidated Complaint's allegations would fail to convince a jury to find in favor of the Class.
68. Assuming the Litigation had proceeded on to summary judgment and/or trial,
Defendants almost certainly would have contended (as they had in connection with prior motions)
liability could not be demonstrated because Lead Plaintiff could not demonstrate all of the elements
of its § 10(b) claim, including materiality, scienter, and loss causation. For instance, Defendants
would have been expected to argue at summary judgment and/or trial that, prior to the end of the
Class Period, Wyeth disclosed all material information about the alleged hypertensive and cardiac
events in Study 315. Additionally, at summary judgment and/or trial, Defendants were expected to
contend that they made no false and/or misleading statements or omissions regarding Pristiq's safety,
and that, even if not technically accurate, any such misrepresentations were legally immaterial when
one considered the degree of stock share price reactions to the alleged misstatements and omissions.
Moreover, the Court would have been permitted to weigh evidence at these later stages of litigation,
which potentially would have benefitted Defendants had these or other arguments been presented at
later stages in the litigation.
69. As discussed above, there was a risk that Lead Plaintiff might not be able to prove
loss causation at trial. A private plaintiff alleging securities fraud must prove that the defendants'
fraud caused an economic loss. Lead Plaintiff believes that at trial, and with the support of expert
testimony, it would be able to demonstrate loss causation as to Defendants' challenged statements
and corrective disclosures. However, Lead Plaintiff recognizes that Defendants would present
expert testimony purportedly demonstrating the absence of a causal link between the various stock
price declines and those disclosures. Defendants had contended in the past, and would undoubtedly
796390_1
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Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 31 of 39
argue at summary judgment and/or trial, that the stock price drop on July 24, 2007, was the result of
non-fraudulent factors such as the FDA's decision to issue an approvable letter for the VMS new
drug application, as opposed to a disclosure of any allegedly withheld facts. As a result, Defendants
would no doubt argue that Lead Plaintiff could not prove the loss causation and damage elements of
the case.
70. Moreover, there was a risk that at trial Lead Plaintiff would not be able to prove
scienter; i.e., that Defendants acted with knowledge of or with recklessness as to the alleged falsity
of their statements and omissions. A defendant's state of mind in a securities case is often the most
difficult element of proof and one which is rarely supported by direct evidence such as an admission.
Thus, it was quite possible that Lead Plaintiff would depose all Defendants and others with
knowledge about the facts, and yet adduce insufficient evidence to satisfy its burden of proof on this
issue at trial. Defendants had previously argued, and would be expected to argue again at summary
judgment and/or trial, that Lead Plaintiff could not demonstrate scienter because it could not show
Defendants acted with conscious misbehavior or recklessness.
71. Lead Plaintiff also faced a risk that a jury could ultimately find that Defendants'
alleged false statements were either non-actionable projections, immaterial expressions of corporate
optimism, or both. Defendants made these arguments in their motion to dismiss and almost
assuredly would have revived them had this case proceeded to summary judgment and/or trial. Lead
Plaintiff would have vigorously argued that, based on documentary evidence, deposition testimony,
and expert analysis, Defendants' misstatements were about present and/or historical fact and would
have been important information for a reasonable investor to consider in making an investment
decision about Wyeth. However, there was the possibility the jury could disagree. For instance,
Defendants would assuredly have contended (with the assistance of expert testimony) the adverse
796390_I
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Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 32 of 39
events in Study 315 were not statistically significant and therefore any statements regarding, or nondisclosure
of, the adverse events was immaterial. In a battle of pharmacology and biostatistics
experts, a jury could easily have concluded that the undisclosed information was immaterial.
72. Even if Lead Plaintiff prevailed on liability on any or all of its claims and was
awarded some or all of its damages, there was the high likelihood that Defendants would appeal the
verdict and award. The appeals process could span several years, during which time the Class would
receive no distribution on any damage award. In addition, an appeal of any verdict would carry with
it the risk of reversal, in which case the Class would receive no distribution despite having prevailed
on the claims at trial.
73. Furthermore, on October 2, 2012, Defendants filed a petition to the United States
Court of Appeals for the Second Circuit seeking leave to appeal the Court's class certification order,
which provided an additional risk to the Class.
74. In summary, there are multiple procedural hurdles as well as significant merit-based
risks involved in proceeding with the Litigation, each of which was carefully considered by Lead
Counsel and Lead Plaintiff in making the determination to settle with Defendants on the agreed
terms.
IV. SETTLEMENT NEGOTIATIONS AND TERMS
75. On June 30, 2011, the parties engaged in a face-to-face meeting in New York City.
During this all-day meeting, the parties' biostatistics experts each made presentations and were
questioned by opposing counsel. Counsel also made presentations that focused on materiality and
damages issues and addressed the merits of settlement. Thereafter, counsel engaged in numerous
telephonic conferences on the issue of settlement. Ultimately, the parties agreed on a mediator and,
on May 16, 2012, the parties participated in an all-day mediation with Judge Phillips in New York
796390_1
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Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 33 of 39
City. In advance of the mediation, Lead Counsel prepared a detailed Mediation Statement, including
significant evidentiary support, as well as a written response to questions raised by Judge Phillips.
While the parties were unable to reach an agreement on May 16, 2012, they continued to negotiate
with Judge Phillips' assistance. Over the course of the next five months, the parties made more than
18 formal demands and counter-offers, and finally reached this settlement on November 7, 2012.
V. THE SETTLEMENT IS IN THE BEST INTERESTS OF THE CLASS AND
WARRANTS APPROVAL
76. Lead Plaintiff believes it would have prevailed at summary judgment and eventually
on the merits at trial. Defendants were just as adamant that Lead Plaintiff would not have prevailed.
There was a very real risk that Lead Plaintiff would not have convinced ajury that Defendants acted
with scienter, that the alleged misrepresentations and omissions were materially false or misleading
when made, or that the alleged misrepresentations and omissions caused the Class's losses incurred
at the end of the Class Period.
77. Having considered the foregoing, and evaluating Defendants' defenses, it is the
informed judgment of Lead Counsel, based upon all proceedings to date and their extensive
experience in litigating class actions under the federal securities laws, that the proposed settlement of
this matter before this Court is fair, reasonable, and adequate, and in the best interest of the Class.
VI. THE PLAN OF ALLOCATION
78. Class Members' claims will be calculated under the Plan of Allocation set forth
below and in the Notice mailed to Class Members, if the plan is approved by the Court. The
Plan of Allocation is based on Lead Plaintiff's damage theory and was developed in conjunction
with Forensic Economics, Inc., Lead Plaintiff's economics and damages experts. The proposed
Plan of Allocation provides as follows:
A claim will be calculated as follows:
796390_1
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Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 34 of 39
The allocation below is based on the following per share decline in the
alleged artificial inflation that Plaintiff contends was in the Wyeth stock price, as
well as the statutory Private Securities Litigation Reform Act of 1995 ("PSLRA")
"90-day look-back":
July 24, 2007 Price Decline: $4.98
For shares of Wyeth common stock purchased or otherwise acquired on or
between June 26, 2006 and July 24, 2007, the claim per share shall be as follows:
(a)
(b)
If sold on or before July 23, 2007, the claim per share is zero;
If sold between July 24, 2007 and October 19, 2007, the claim per
share shall be the least of: (i) $4.98 (July 24, 2007 Price Decline), or (ii) the
difference between the purchase price and the selling price, or (iii) the difference
between the purchase price per share and the average closing price per share up to
the date of the sale as set forth in the table below; and
(c)
If sold after October 19, 2007 or still retained, the claim per share
shall be the lesser of: (i) $4.98 (July 24, 2007 Price Decline), or (ii) the difference
between the purchase price per share and $46.73 per share.
PSLRA 90-DAY LOOK-BACK TABLE
796390_1
Daily Average
Closing Closing
Date Prices Prices
7/24/2007 $50.30 $50.30
7/25/2007 $49.61 $49.96
7/26/2007 $48.82 $49.58
7/27/2007 $48.41 $49.29
7/30/2007 $48.56 $49.14
7/31/2007 $48.52 $49.04
8/1/2007 $49.28 $49.07
8/2/2007 $49.07 $49.07
8/3/2007 $48.45 $49.00
-32-

Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 35 of 39
7963901
Daily Average
Closing Closing
Date Prices Prices
8/6/2007 $49.33 $49.04
8/7/2007 $49.34 $49.06
8/8/2007 $50.55 $49.19
8/9/2007 $49.58 $49.22
8/10/2007 $46.59 $49.03
8/13/2007 $46.45 $48.86
8/14/2007 $44.96 $48.61
8/15/2007 $45.54 $48.43
8/16/2007 $45.78 $48.29
8/17/2007 $45.33 $48.13
8/20/2007 $45.18 $47.98
8/21/2007 $45.57 $47.87
8/22/2007 $46.49 $47.81
8/23/2007 $46.61 $47.75
8/24/2007 $46.97 $47.72
8/27/2007 $47.03 $47.69
8/28/2007 $46.56 $47.65
8/29/2007 $47.08 $47.63
8/30/2007 $46.54 $47.59
8/31/2007 $46.30 $47.54
9/4/2007 $46.95 $47.53
9/5/2007 $46.94 $47.51
9/6/2007 $47.54 $47.51
9/7/2007 $45.72 $47.45
9/10/2007 $46.30 $47.42
9/11/2007 $46.29 $47.39
9/12/2007 $45.90 $47.35
9/13/2007 $46.68 $47.33
9/14/2007 $46.34 $47.30
9/17/2007 $45.65 $47.26
9/18/2007 $45.70 $47.22
9/19/2007 $45.82 $47.19
9/20/2007 $44.92 $47.13
9/21/2007 $45.21 $47.09
9/24/2007 $44.68 $47.03
9/25/2007 $44.53 $46.98
9/26/2007 $44.70 $46.93
9/27/2007 $44.79 $46.88
9/28/2007 $44.55 $46.83
10/1/2007 $45.43 $46.80
10/2/2007 $45.26 $46.77
10/3/2007 $46.23 $46.76
10/4/2007 $46.59 $46.76
-33-

Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 36 of 39
Daily Average
Closing Closing
Date Prices Prices
10/5/2007 $47.69 $46.78
10/8/2007 $46.93 $46.78
10/9/2007 $47.10 $46.79
10/10/2007 $46.16 $46.78
10/11/2007 $45.78 $46.76
10/12/2007 $45.90 $46.74
10/15/2007 $45.99 $46.73
10/16/2007 $45.96 $46.72
10/17/2007 $46.35 $46.71
10/18/2007 $47.76 $46.73
10/19/2007 $47.16 $46.73
The date of purchase or acquisition or sale is the "contract" or "trade" date as
distinguished from the "settlement" date.
For Class Members who held Wyeth common stock at the beginning of the
Class Period or made multiple purchases or sales during the Class Period, the First-
In, First-Out ("FIFO") method will be applied to such holdings, purchases,
acquisitions, and sales for purposes of calculating a claim. Under the FIFO method,
sales of Wyeth common stock during the Class Period will be matched, in
chronological order, first against Wyeth common stock held at the beginning of the
Class Period. The remaining sales of Wyeth common stock during the Class Period
will then be matched, in chronological order, against Wyeth common stock
purchased or acquired during the Class Period.
A Class Member will be eligible to receive a distribution from the Net
Settlement Fund only if a Class Member had a net overall loss, after all profits from
transactions in all Wyeth common stock described above during the Class Period are
subtracted from all losses. However, the proceeds from sales of a security that have
been matched against the same type security held at the beginning of the Class Period
796390_1
-34-

Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 37 of 39
will not be used in the calculation of such net loss. No distributions will be made to
Authorized Claimants who would otherwise receive a distribution of less than
$10.00.
The Court has reserved jurisdiction to allow, disallow, or adjust the claim of
any Class Member on equitable grounds.
Payment pursuant to the Plan of Allocation set forth above shall be
conclusive against all Authorized Claimants. No Person shall have any claim against
the Plaintiff, Plaintiff's counsel, any claims administrator, or other Person designated
by Plaintiff's counsel, or Defendants or Defendants' counsel based on distributions
made substantially in accordance with the Stipulation and the settlement contained
therein, the Plan of Allocation, or further orders of the Court. All Class Members
who fail to complete and file a valid and timely Proof of Claim form shall be barred
from participating in distributions from the Net Settlement Fund (unless otherwise
ordered by the Court), but otherwise shall be bound by all of the terms of the
Stipulation, including the terms of any judgment entered and the releases given.
VII. CONCLUSION
For all the foregoing reasons, Lead Counsel respectfully request the Court to approve the
settlement and Plan of Allocation, award attorneys' fees of 24.5% of the Settlement Fund plus
$461,050.19 in expenses, and award Lead Plaintiff expenses of $4,526.25.
I declare under penalty of perjury that the foregoing is true and correct. Executed this 10th
day of January, 2013, at San Diego, California.
s/ Tor Gronborg
TOR GRONBORG
796390_1
-35-

Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 38 of 39
CERTIFICATE OF SERVICE
I hereby certify that on January 10, 2013, I authorized the electronic filing of the foregoing
with the Clerk of the Court using the CM/ECF system which will send notification of such filing to
the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CMIECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on January 10, 2013.
s/ Tor Gronborg
TOR GRONBORG
ROBBINS GELLER RUDMAN
& DOWD LLP
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Telephone: 619/231-1058
619/231-7423 (fax)
E-mail : TorGgr grdl aw. c om
7963901

SDNY CM/ECF Version 4.2- Page 1 of 1
Case 1:07-cv-10329-RJS Document 119 Filed 01/10/13 Page 39 of 39
Mailing Information for a Case 1:07-cv-10329-RJS
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• Christopher D. Stewart
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Case 1:07-cv-10329-RJS Document 121 Filed 01/10/13 Page 1 of 6
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
______________________________ X
CITY OF LIVONIA EMPLOYEES'
RETIREMENT SYSTEM, On Behalf of Itself :
and All Others Similarly Situated,
Plaintiff,
Civil Action No. 1:07-cv-10329-RJS
CLASS ACTION
ECF CASE
vs.
WYETH, et al.,
Defendants.
DECLARATION OF CAROLE K.
SYLVESTER REA) MAILING OF THE
NOTICE OF PROPOSED SETTLEMENT OF
CLASS ACTION AND THE PROOF OF
CLAIM FORM, B) PUBLICATION OF THE
SUMMARY NOTICE, AND C) INTERNET
POSTING
______________________________ x

Case 1:07-cv-10329-RJS Document 121 Filed 01/10/13 Page 2 of 6
I, Carole K. Sylvester, declare:
THE NOTICE AND PROOF OF CLAIM
1. I submit this declaration in order to provide the Court and the parties to the abovecaptioned
litigation with information regarding the mailing of the Notice of Proposed Settlement of
Class Action (the "Notice") and the Proof of Claim form (the "Proof of Claim"), the posting of those
documents on the Gilardi & Co. LLC ("Gilardi") website, and publication of the Summary Notice. I
am over 21 years of age and am not a party to this action. I have personal knowledge of the facts set
forth herein and, if called as a witness, could and would testify competently thereto.
2. I am employed by Gilardi, located at 3301 Kerner Blvd., San Rafael, California.
Gilardi was retained as the Claims Administrator in this matter. I oversaw the notice services Gilardi
provided in accordance with the Order Preliminarily Approving Settlement and Providing for Notice
(the "Order'') that was signed by the Court on November 14, 2012, in connection with the settlement
of the above-captioned litigation. True and correct copies of the Notice and Proof of Claim are
attached hereto as Exhibits A and B, respectively. The Notice and Proof of Claim (collectively, the
"Claim Package") are in the form approved by the Court.
MAILING OF THE NOTICE AND PROOF OF CLAIM
3. In accordance with the Order, Gilardi obtained from the transfer agent for Wyeth, a
list of all persons who purchased or otherwise acquired the common stock of Wyeth during the
period from June 26, 2006 through July 24, 2007, inclusive. The list was reviewed to identify and
eliminate duplicate entries and incomplete data, resulting in a usable mailing list of 33,612 names
and addresses. Gilardi prepared mailing labels from that list, affixed those labels to Claim Packages,
posted the Claim Packages for First-Class Mail prepaid, and delivered them on December 7, 2012 to
the United States Post Office located in Santa Rosa, California. The total number of Claim Packages
mailed on December 7, 2012 to those potential members ofthe class was 33,612.

Case 1:07-cv-10329-RJS Document 121 Filed 01/10/13 Page 3 of 6
4. On December 7, 2012, Gilardi delivered electronic copies of the Claim Package to
476 registered electronic filers who are qualified to submit electronic claims. These filers are
primarily institutions and third-party filers who typically file numerous claims on behalf of beneficial
owners for whom they act as trustee or fiduciary.
5. As part of its normal mailing procedures, Gilardi also sent Claim Packages and cover
letters to a list of 235 brokerages, custodial banks, and other institutions ("Nominal Holders") that
hold securities in "street name" as nominees for the benefit of their customers who are the beneficial
owners of the securities. This list also includes a group of filers/institutions who have requested
notification on every securities case. These Nominal Holders are included in a proprietary database
created and maintained by Gilardi. In Gilardi's experience, the institutions included in this initial
mailing represent a significant majority of the beneficial holders of securities. The cover letter
accompanying. the Claim Package advised the Nominal Holders of the proposed settlement and
requested their cooperation in forwarding the Claim Package to potential class members. In the over
25 years that Gilardi has been doing notification of securities class actions, Gilardi has found the
majority of potential class members hold their securities in street name and are reached through the
Nominal Holders. A copy of the letter dated December 10, 2012, sent to Nominal Holders in this
case, is attached hereto as Exhibit C.
6. Additionally, on December 10, 2012, Gilardi mailed 4,669 Claim Packages and
cover letters to institutions included on the U.S. Securities and Exchange Commission's list of
active brokers and dealers.
7. Gilardi caused the Claim Package to be published by the Depository Trust
Corporation ("DTC") on the DTC Legal Notice System ("LENS"). LENS enables the participating
bank and broker nominees to review the Claim Package and contact the Claims Administrator for
copies of the Claim Package for their beneficial holders.
8. Gilardi has acted as a repository for shareholder and nominee mqumes and
communications received in this action. In this regard, Gilardi has forwarded the Claim Package on
request to nominees who held Wyeth common stock for the beneficial interest of other persons.
Gilardi has also forwarded the Claim Package directly to beneficial owners upon receipt of the names
and addresses from such beneficial owners or nominees.
2

Case 1:07-cv-10329-RJS Document 121 Filed 01/10/13 Page 4 of 6
9. To date, in response to the outreach efforts described above, Gilardi received 28
responses that included computer files listing a total of 239,338 names and addresses of potential
class members. Gilardi also received 10 responses that included mailing labels with names and
addresses for mailing to an additional 12,221 potential class members. Seven institutions requested
that Gilardi send them a total of 11,982 additional Claim Packages, which they indicated they would
mail directly to their clients who might be class members.
10. As ofthe date ofthis declaration, Gilardi has sent a total of302,533 Claim Packages
to potential class members and nominees.
11. Gilardi established a toll-free number to accommodate potential class member
inquiries. This toll-free number, 1-877-282-3419, became operational on December 7, 2012.
12. Gilardi also posted copies of the Notice, the Proof of Claim, the Settlement
Agreement, and the Order on the Gilardi website (www.gilardi.com) on December 7, 2012.
PUBLICATION OF TIIE SUMMARY NOTICE
13. In accordance with the Order, Gilardi caused the Summary Notice to be published in
Investor's Business Daily and over Business Wire on December 7, 2012, as shown in the Affidavits
of Publication attached hereto as Exhibit D.
I declare under penalty of peijury that the foregoing is true and correct and that this
declaration was executed this 8th day of January, 2013, at San Rafael, California.
CAROLE K. . Y VESTER
3

Case 1:07-cv-10329-RJS Document 121 Filed 01/10/13 Page 5 of 6
CERTIFICATE OF SERVICE
I hereby certify that on January 10, 2013, I authorized the electronic filing of the foregoing
with the Clerk of the Court using the CMIECF system which will send notification of such filing to
the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CM/ECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on January 10, 2013.
s/ Tor Gronborg
TOR GRONBORG
ROBBINS GELLER RUDMAN
&DOWDLLP
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Telephone: 619/231-1058
619/231-7423 (fax)
E-mail:TorG@rgrdlaw.com

SDNY CM/ECF
Case
Version
1:07-cv-10329-RJS
4.2-
Document 121 Filed 01/10/13 Page 6 of 6
Page 1 of 1
Mailing Information for a Case 1:07-cv-10329-RJS
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Case 1:07-cv-10329-RJS Document 121-1 Filed 01/10/13 Page 1 of 9
Exhibit A

Case 1:07-cv-10329-RJS Document 121-1 Filed 01/10/13 Page 2 of 9
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
==~~~~~~~~~~~~~~~~=--X
CITY OF LIVONIA EMPLOYEES' RETIREMENT
SYSTEM, On Behalf of Itself and All Others
Similarly Situated,
Plaintiff,
Civil Action No. 1:07-cv-10329-RJS
CLASS ACTION
ECF CASE
VS.
WYETH, et al.,
Defendants.
X
NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE COMMON STOCK OF WYETH DURING THE
PERIOD FROM JUNE 26, 2006 THROUGH JULY 24, 2007, INCLUSIVE
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY
PROCEEDINGS IN THIS LITIGATION. PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO
SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS
FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM FORM POSTMARKED ON OR BEFORE MARCH 7, 2013.
IF YOU DO NOT WISH TO BE INCLUDED IN THE CLASS AND YOU DO NOT WISH TO PARTICIPATE IN THE
PROPOSED SETTLEMENT DESCRIBED IN THIS NOTICE, YOU MAY REQUEST TO BE EXCLUDED. TO DO SO, YOU MUST
SUBMIT A WRITTEN REQUEST FOR EXCLUSION THAT MUST BE POSTMARKED ON OR BEFORE JANUARY 28, 2013.
This Notice of Proposed Settlement of Class Action ("Notice") has been sent to you pursuant to Rule 23 of the Federal Rules
of Civil Procedure and an Order of the United States District Court for the Southern District of New York (the "Court"). The
purpose of this Notice is to inform you of the proposed settlement of the class action City of Livonia Employees' Retirement
System v. Wyeth, eta/., No. 1 :07 -cv-1 0329-RJS (the "Litigation") and of the hearing (the "Settlement Hearing") to be held by the
Court to consider the fairness, reasonableness, and adequacy of the settlement as setforth in the Settlement Agreement between
the Settling Parties, dated as of November 7, 2012 (the "Stipulation") on file with the Court.
This Notice is not intended to be, and should not be construed as, an expression of any opinion by the Court with respect to the
truth of the allegations in the Litigation as to any of Defendants or the merits of the claims or defenses asserted by or against
Defendants. This Notice is solely to advise you of the proposed settlement of the Litigation and of your rights in connection therewith.
I. STATEMENT OF PLAINTIFF'S RECOVERY
The proposed settlement will result in the creation of a cash settlement fund in the principal amount of $67,500,000, plus any
interest that may accrue thereon (the "Settlement Fund").
The Settlement Fund, subject to deduction for, among other things, the expense of class notice and administration and taxes
and tax-related expenses and for attorneys' fees and expenses as approved by the Court, will be available for distribution to Class
Members. Your recovery from this fund will depend on a number of variables, including the number of Wyeth shares you
purchased or otherwise acquired during the period from June 26, 2006 through July 24, 2007, inclusive, and the timing of your
purchases and any sales. In the unlikely event that 100% of the eligible shares of Wyeth common stock purchased or acquired by
Class Members and entitled to a distribution under the Plan of Allocation described below participate in the settlement, the
estimated average distribution per share of Wyeth common stock will be approximately $0.16 before deduction of Court-approved
fees and expenses. Historically, actual claim rates are lower than 100%, resulting in higher per share distributions.
II. STATEMENT OF POTENTIAL OUTCOME
Plaintiff, the Pipefitters Union Local 537 Pension Fund, and Defendants do not agree on the average amount of damages per
share, if any, that would have been recoverable if Plaintiff was to have prevailed on each claim alleged. Defendants deny that
they are liable in any respect or that Plaintiff or the Class suffered any injury. The issues on which the parties disagree are many,
but include: (1) whether Defendants engaged in conduct that would give rise to any liability to the Class under the federal
securities laws, or any other laws; (2) whether Defendants have valid defenses to any such claims of liability; (3) the appropriate
economic model for determining the amount by which the price of Wyeth common stock was allegedly artificially inflated (if at all)
during the Class Period; (4) the amount by which the price of Wyeth common stock was allegedly artificially inflated (if at all)
during the Class Period; (5) the effect of various market forces on the price of Wyeth common stock at various times during the
Class Period; (6) the extent to which external factors influenced the price of Wyeth common stock at various times during the
Class Period; (7) the extent to which the various matters that Plaintiff alleged were materially false or misleading influenced (if at
all) the price of Wyeth common stock at various times during the Class Period; and (8) the extent to which the various allegedly
adverse material facts that Plaintiff alleged were omitted influenced (if at all) the price of Wyeth common stock at various times
during the Class Period.
Ill.
REASONS FOR SETTLEMENT
Plaintiff believes that the proposed settlement is a good recovery and is in the best interests of the Class. Because of the
risks associated with continuing to litigate and proceeding to trial, there was a danger that the Class would not have prevailed on
any of its claims, in which case the Class would receive nothing. Also, the amount of damages recoverable by the Class was and
is challenged by Defendants. Recoverable damages in this case are limited to losses caused by conduct actionable under the

Case 1:07-cv-10329-RJS Document 121-1 Filed 01/10/13 Page 3 of 9
applicable law and, had the Litigation gone to trial, Defendants would have asserted that any losses of Class Members wen
caused by non-actionable market, industry, or general economic factors. Defendants also would have asserted that throughot
the Class Period the uncertainties and risks associated with the purchase of Wyeth common stock were fully and adequate!
disclosed. The proposed settlement provides an immediate benefit to Class Members and will avoid the years of delay that waul
likely occur in the event of a contested trial and appeals.
IV. STATEMENT OF ATTORNEYS' FEES AND EXPENSES SOUGHT
Plaintiffs counsel ("Class Counsel") has not received any payment for their services in conducting this Litigation on behalf c
Plaintiff and the Members of the Class, nor have they been paid for their expenses. If the settlement is approved by the Gaur
Class Counsel will apply to the Court for attorneys' fees of 24.5% of the Settlement Fund and expenses not to exceed $650,00C
plus interest thereon, to be paid from the Settlement Fund. Class Counsel has prosecuted the Litigation for over five years ant
has committed over 4,000 hours to the case. If the requested fee is awarded, it will represent a multiplier of approximately fou
times Class Counsel's time charges at their normal, non-contingent hourly rates. Courts award such multipliers to account fo1
among other things, the substantial risk of non-payment and the delay in compensation. Class Counsel believes this multiplier i
significantly below multipliers awarded in cases of similar risk, duration, and complexity. lfthe amount requested is approved b:
the Court, the average cost per share of Wyeth common stock will be $0.04. In addition, Plaintiff may seek reimbursement of Uf
to $20,000 in expenses incurred in representing the Class.
V. IDENTIFICATION OF ATTORNEYS' REPRESENTATIVES
For further information regarding this settlement, you may contact a representative of Class Counsel: Rick Nelson
Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, Telephone
800/449-4900.
VI. NOTICE OF HEARING ON PROPOSED SETTLEMENT
The Settlement Hearing will be held on March 1, 2013, at 2:30p.m., before the Honorable Richard J. Sullivan, at the Unite«
States District Court, Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street
Courtroom 21C, New York, New York 10007. The purpose of the Settlement Hearing will be to determine: (1) whether tht
proposed settlement, as set forth in the Stipulation, consisting of $67,500,000 in cash should be approved as fair, reasonable, ant
adequate to the Members of the Class; (2) whether the proposed plan to distribute the settlement proceeds is fair, reasonable
and adequate; (3) whether the application by Class Counsel for an award of attorneys' fees and expenses and the expenses c
Plaintiff should be approved; and (4) whether the Judgment, in the form attached to the Stipulation, should be entered. The Cow
may adjourn the Settlement Hearing from time to time and without further notice to the Class.
VII. DEFINITIONS USED IN THIS NOTICE
As used in this Notice, the following terms have the meanings specified below. Any capitalized terms not specifically defined i
this Notice shall have the meanings set forth in the Stipulation. In the event of any inconsistency between any definition set forti
below or elsewhere in this Notice and any definition set forth in the Stipulation, the definition set forth in the Stipulation shall contra
1. "Authorized Claimant" means any Class Member whose claim for recovery has been allowed pursuant to the terms o
the Stipulation.
2. "Claims Administrator" means the firm of Gilardi & Co. LLC.
3. "Class" means all Persons (other than those Persons and entities who timely and validly requested exclusion from tht
Class) who purchased or otherwise acquired the common stock of Wyeth during the period from June 26, 2006 through July 24
2007, inclusive, excluding Defendants, the officers and directors of Wyeth during the Class Period, members of their immediatt
families, and their legal representatives, heirs, successors or assigns, and any entity in which Defendants have or had 1
controlling interest.
4. "Class Counsel" means Robbins Geller Rudman & Dowd LLP, Tor Gronberg, Trig Smith, Laurie Largent, 655 W
Broadway, Suite 1900, San Diego, CA 92101.
5. "Class Member" or "Member of the Class" mean a Person who falls within the definition of the Class as set forth ir
paragraph 3 above.
6. "Class Period" means the period commencing on June 26, 2006 through and including July 24, 2007.
7. "Defendants" means Wyeth, Robert Essner, Joseph Mahady, Kenneth Martin, Bernard Poussot, Robert Ruffolo, Jr. am
Ginger Constantine.
8. "Individual Defendants" means Robert Essner, Joseph Mahady, Kenneth Martin, Bernard Poussot, Robert Ruffolo, J1
and Ginger Constantine.
9. "Judgment" means the Final Judgment and Order of Dismissal with Prejudice to be rendered by the Court.
10. "Lead Counsel" means Robbins Geller Rudman & Dowd LLP, Tor Gronberg, Trig Smith, Laurie Largent, 655 W
Broadway, Suite 1900, San Diego, CA 92101.
11. "Litigation" means Civil Action No. 1 :07 -cv-1 0329-RJS in the United States District Court for the Southern District of New Yor~
12. "Net Settlement Fund" means the Settlement Fund less any attorneys' fees, costs, expenses and interest, and any awan
to Plaintiff, provided for herein or approved by the Court, and less notice and administration costs, Taxes and Tax Expenses, ant
other Court-approved deductions.
13. "Person" means an individual, corporation, partnership, limited partnership, association, joint stock company, estate
legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and an:
business or legal entity and their spouses, heirs, predecessors, successors, representatives, or assignees.
14. "Plaintiff" means Pipefitters Union Local 537 Pension Fund.
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Case 1:07-cv-10329-RJS Document 121-1 Filed 01/10/13 Page 4 of 9
15. "Plan of Allocation" means a plan or formula of allocation of the Settlement Fund whereby the Settlement Fund shall be
distributed to Authorized Claimants after payment of expenses of notice and administration of the settlement, Taxes and Tax
Expenses, and such attorneys' fees, costs, expenses and interest, as well as Plaintiffs expenses, if any, as may be awarded by
the Court. Any Plan of Allocation is not part of the Stipulation and neither Defendants nor their Related Parties shall have any
responsibility or liability with respect thereto.
16. "Related Parties" means each of a Defendant's families, parent entities, business units, business divisions, associates,
affiliates or subsidiaries and each and all of their past, present, or future officers, directors, stockholders, employees, attorneys,
financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, insurers, engineers, advisors
or agents, heirs, executors, trustees, general or limited partners or partnerships, personal representatives, estates, administrators,
and each of their respective predecessors, successors and assigns or other Persons or other entities in which any Defendant has
a controlling interest or which is related to or affiliated with any Defendant, and any other representatives of any of these Persons
or other entities, whether or not any such Related Parties were named, served with process or appeared in the Litigation.
17. "Released Claims" shall collectively mean any and all claims arising from both the purchase or other acquisition of Wyeth
common stock during the Class Period and the acts, facts, statements or omissions that were or could have been alleged by
Plaintiff in the Litigation (the "Release"), including any and all claims, demands, losses, rights, causes of action, liabilities,
obligations, judgments, suits, matters and issues of any kind or nature whatsoever, whether known or unknown, contingent or
absolute, suspected or unsuspected, disclosed or undisclosed, that have been or could have been asserted in the Litigation or in
any court, tribunal, forum or proceeding (including, but not limited to, any claims arising under federal, state or foreign law,
common law statute, rule or regulation relating to alleged fraud, breach of any duty, negligence, violations ofthe federal securities
laws, or otherwise and including all claims within the exclusive jurisdiction of the federal courts), whether individual or class. This
Release extends to any and/or all Defendants and any and/or all of their Related Parties. "Released Claims" includes "Unknown
Claims" as defined below.
18. "Released Persons" means each and ail of the Defendants and their Related Parties.
19. "Settlement Amount" means $67,500,000 in cash.
20. "Settlement Fund" means the Settlement Amount plus all interest and accretions thereto.
21. "Settling Parties" means, collectively, the Defendants, Plaintiff and the Class.
22. "Tax" or "Taxes" means any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together
with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any
governmental authority, including income tax and other taxes and charges on or regarding franchises, windfall or other profits,
gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers' compensation, unemployment
compensation or net worth; taxes or other charges in the nature of excise, withholding ad valorem, stamp, transfer, value added or
gains taxes; license registration and documentation fees; and customs duties, tariffs, and similar charges.
23. "Unknown Claims" means any Released Claims that Plaintiff or Class Members do not know or suspect to exist in his,
her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or
its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this
settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date,
Plaintiff shall expressly waive and each of the Class Members shall be deemed to have, and by operation of the Judgment shall
have, expressly waived the provisions, rights, and benefits of California Civil Code §1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist
in his or her favor at the time of executing the release, which if known by him or her must have materially
affected his or her settlement with the debtor.
Plaintiff expressly waives and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have,
expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory ofthe United States, or
principle of common law, which is similar, comparable or equivalent to California Civil Code §1542. Plaintiff and Class Members
may hereafter discover facts in addition to or different from those that he, she or it now knows or believes to be true with respect to
the subject matter of the Released Claims, but Plaintiff shall expressly settle and release and each Class Member, upon the
Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and
released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or
not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into
existence in the future, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any
duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Plaintiff
acknowledges, and the Class Members shall be deemed by operation oft he Judgment to have acknowledged, that the foregoing
waiver was separately bargained for and a key element of the settlement of which this release is a part.
VIII. THE LITIGATION
On November 14, 2007, the City of Livonia Employees' Retirement System filed a class action lawsuit on behalf of Wyeth
shareholders against Defendants alleging violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 ("Exchange
Act"). By an order dated February 26, 2008, the Court appointed the Pipefitters Union Local 537 Pension Fund "Lead Plaintiff'
pursuant to the requirements of the Private Securities Litigation Reform Act of 1995. Thereafter, on April11, 2008, Plaintiff filed its
Consolidated Complaint for Violations of the Federal Securities Laws. As set forth in the Consolidated Complaint, between June
26, 2006 and July 24, 2007 (the "Class Period") Defendants are alleged to have issued misleading statements and omitted
material facts regarding the safety and approvability of the drug Pristiq for the treatment of vasomotor symptoms ("VMS"). Plaintiff
alleges that Defendants' omissions and misrepresentations caused Wyeth's stock to trade at artificially inflated prices during the
Class Period and that Plaintiff and Members of the Class were damaged as a result.
Defendants deny all these allegations. Specifically, Defendants contend that they disclosed all material information about the
safety and approvability of Pristiq for VMS. Defendants also contend that when the information regarding the safety of Pristiq for
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Case 1:07-cv-10329-RJS Document 121-1 Filed 01/10/13 Page 5 of 9
VMS was disclosed, Wyeth's share price was not affected, and that Plaintiff cannot claim damages for losses caused by
intervening events related to FDA decisions regarding the approval of Pristiq for VMS.
On September 29, 2010, the Court granted in part and denied in part Defendants' motion to dismiss. Thereafter, on
December 3, 2010, Defendants filed an answer denying all material allegations of Plaintiff's Consolidated Complaint and asserting
their defenses. Defendants filed an Amended Answer on December 22, 2010, again denying all material allegations. On
September 18, 2012, the Court entered an order certifying the Class defined as: all purchasers and/or acquirers of Wyeth
common stock during the period June 26, 2006 through July 24, 2007, inclusive, who were damaged as a result of the alleged
fraud. On October 2, 2012, Defendants filed a petition to the United States Court of Appeals for the Second Circuit seeking leave
to appeal the Court's Order granting class certification. Prior to and following the Court's Order on class certification, the parties
were involved in merits discovery, including the production of documents and witness depositions. The fact discovery cutoff in the
case was December 28, 2012.
During the Litigation, the Settling Parties engaged the services of Judge Layn Phillips (Ret.), a nationally recognized
mediator. The parties engaged in an in-person mediation session on May 16, 2012 with Judge Phillips and had numerous
telephonic exchanges thereafter regarding a potential settlement of the Litigation. Ultimately, the parties agreed to settle the
action based on the proposal of Judge Phillips.
IX. PLAINTIFF'S CLAIMS AND THE BENEFITS OF SETTLEMENT
Plaintiff believes that the claims asserted in the Litigation have merit and that the evidence developed to date supports the
claims. However, Plaintiff and Class Counsel recognize and acknowledge the expense and length of continued proceedings
necessary to prosecute the Litigation against Defendants through trial and through appeals. Plaintiff and Class Counsel also have
taken into account the uncertain outcome and the risk of any litigation, especially in complex actions such as the Litigation, as well
as the difficulties and delays inherent in such litigation. Plaintiff and Class Counsel also are mindful of the inherent problems of
proof under and possible defenses to the securities law violations asserted in the Litigation. Plaintiff and Class Counsel believe
that the settlement set forth in the Stipulation confers substantial benefits upon the Class. Based on their evaluation, Plaintiff and
Class Counsel have determined that the settlement set forth in the Stipulation is in the best interests of Plaintiff and the Class.
X. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY
Defendants have denied and continue to deny each and all of the claims and contentions alleged by Plaintiff in the Litigation.
Defendants expressly have denied and continue to deny any improper conduct or violation of the federal securities laws or any other
laws or regulations and are settling the Litigation solely to avoid the burden and expense of further litigation. In addition, Defendants
have denied and continue to deny all charges of wrongdoing or liability against them arising out of any of the conduct, statements,
acts or omissions alleged, or that could have been alleged, in the Litigation. Defendants also have denied and continue to deny,
among other allegations, the allegations that Plaintiff or the Class have suffered any damage; that the price of Wyeth common stock
was artificially inflated by reasons of alleged misrepresentations, non-disclosures or otherwise; that Plaintiff or the Class were harmed
by the conduct alleged in the Litigation; or that Defendants knew or were reckless with respect to the alleged misconduct.
Defendants maintain that they have meritorious defenses to all claims alleged in the Litigation and believe that the evidence
developed to date supports their position that they acted properly at all times and that the Litigation is without merit.
Nonetheless, taking into account the uncertainty and risks inherent in any litigation, Defendants have concluded that further
conduct of the Litigation would be protracted, burdensome and expensive, and that it is desirable that the Litigation be fully and
finally settled and terminated in the manner and upon the terms and conditions set forth in the Stipulation.
This Notice, and all related documents, shall not be construed as or deemed to be evidence of or an admission or
concession on the part of the Defendants, or any of the Related Parties (as defined herein), with respect to any allegation or claim
of any fault or liability or wrongdoing or damage whatsoever.
XI. TERMS OF THE PROPOSED SETTLEMENT
A settlement has been reached in the Litigation between the Settling Parties, the terms and conditions of which are set forth in
the Stipulation and the Exhibits thereto. The following description of the proposed settlement is only a summary, and reference is
made to the text of the Stipulation, on file with the Court or accessible at www.gilardi.com, for a full statement of its provisions.
The settlement consists of the aggregate principal amount of $67,500,000 in cash, plus any interest earned thereon after it
is deposited.
A portion of the settlement proceeds will be used to pay attorneys' fees and expenses to Class Counsel and Plaintiffs
expenses, to pay for this Notice and the processing of claims submitted by Class Members, and to pay Taxes and Tax Expenses.
The balance of the Settlement Fund (the "Net Settlement Fund") will be distributed, according to the Plan of Allocation described
below, to Class Members who submit valid and timely Proof of Claim forms.
The effectiveness of the settlement is subject to a number of conditions and reference to the Stipulation is made for further
particulars regarding these conditions.
XII. THE RIGHTS OF CLASS MEMBERS
If you are a Class Member, you may receive the benefit of, and you will be bound by the terms of, the proposed settlement
described in this Notice, upon approval of the proposed settlement by the Court.
If you are a Class Member, you have the following options:
1. You may file a Proof of Claim form as described below. If you choose this option, you will share in the proceeds of the
proposed settlement if your claim is timely, valid, and entitled to a distribution under the Plan of Allocation described below and if
the proposed settlement is finally approved by the Court, you will be bound by the Judgment and release to be entered by the
Court as described below.
2. If you purchased or otherwise acquired Wyeth common stock and you do not wish to be included in the Class and you
do not wish to participate in the proposed settlement described in this Notice, you may request to be excluded. To do so, you
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Case 1:07-cv-10329-RJS Document 121-1 Filed 01/10/13 Page 6 of 9
must submit a written request for exclusion that must be postmarked on or before January 28, 2013. You must set forth: (a) your
name, address, and telephone number; (b) the number of shares of Wyeth common stock purchased or otherwise acquired and
sold during the Class Period and the dates of such purchase(s}, acquisition(s}, and/or sale(s); (c) proper evidence of your
purchases, acquisitions and sales of Wyeth shares during the Class Period; and (d) your wish to be excluded from the Class. The
exclusion request should be addressed as follows:
Wyeth Securities Litigation
EXCLUSIONS
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 990
Corte Madera, CA 94976-0990
NO REQUEST FOR EXCLUSION WILL BE CONSIDERED VALID UNLESS ALL OF THE INFORMATION DESCRIBED
ABOVE IS INCLUDED IN ANY SUCH REQUEST.
If you timely and validly request exclusion from the Class: (a) you are excluded from the Class, (b) you will not share in the
proceeds of the settlement described herein, (c) you are not bound by any judgment entered in the Litigation, and (d) you are not
precluded, by reason of your decision to request exclusion from the Class, from otherwise prosecuting an individual claim, if
timely, against Defendants based on the matters complained of in the Litigation.
3. If you do not make a valid and timely request in writing to be excluded from the Class, you will be bound by any and all
determinations or judgments in the Litigation in connection with the settlement approved by the Court, whether favorable or
unfavorable to the Class, and you shalf be deemed to have, and by operation of the Judgment shalf have, fully released all of the
Released Claims against the Released Persons, whether or not you submit a valid Proof of Claim form.
4. You may do nothing at all. If you choose this option, you will not share in the proceeds of the settlement, but you will be
bound by any judgment entered by the Court, and you shall be deemed to have, and by operation of the Judgment shall have,
fully released all of the Released Claims against the Released Persons.
5. You may object to the settlement, the Plan of Allocation, and/or the application for attorneys' fees and expenses and
Plaintiff's expenses in the manner described in Section XVIII below.
6. If you are a Class Member, you may, but are not required to, enter an appearance through counsel of your own
choosing and at your own expense, provided that such counsel must file an appearance on your behalf on or before
January 28, 2013, and must serve copies of such appearance on the attorneys listed in Section XVIII below. If you do not enter
an appearance through counsel of your own choosing, you will be represented by Class Counsel: Robbins Geller Rudman &
Dowd LLP, Tor Gronberg, Trig Smith, Laurie Largent, 655 West Broadway, Suite 1900, San Diego, CA 92101.
XIII. PLAN OF ALLOCATION
The Net Settlement Fund will be distributed to Class Members who, in accordance with the terms of the Stipulation, are
entitled to a distribution from the Net Settlement Fund pursuant to a Plan of Allocation or any order ofthe Court and who submit a
valid and timely Proof of Claim form under the Plan of Allocation described below. The Plan of Allocation provides that you will be
eligible to participate in the distribution of the Net Settlement Fund only if you have an overall net loss on all of your transactions in
Wyeth common stock during the Class Period.
For purposes of determining the amount an Authorized Claimant may recover under the Plan of Allocation, Class Counsel
has conferred with their economics and damages expert who concluded that only the Wyeth securities described below were
damaged by the matters alleged by the Plaintiff in this Litigation, and the Plan of Allocation reflects an assessment of the damages
that they believe could have been recovered by Class Members had Plaintiff fully prevailed on all issues at trial.
In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized Claimant will receive an amount
equal to the Authorized Claimant's claim, as defined below. If, however, and as is more likely, the amount in the Net Settlement
Fund is not sufficient to permit payment of the total claim of each Authorized Claimant, then each Authorized Claimant shall be
paid the percentage of the Net Settlement Fund that each Authorized Claimant's claim bears to the total of the claims of all
Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized Claimants.
A claim will be calculated as follows:
The allocation below is based on the following per share decline in the alleged artificial inflation that Plaintiff contends was in the
Wyeth stock price, as well as the statutory Private Securities Litigation Reform Act of 1995 ("PSLRA") "90-day look-back":
July 24, 2007 Price Decline: $4.98
For shares of Wyeth common stock purchased or otherwise acquired on or between June 26, 2006 and July 24, 2007, the
claim per share shall be as follows:
(a)
If sold on or before July 23, 2007, the claim per share is zero;
(b) If sold between July 24,2007 and October 19, 2007, the claim per share shall be the least of: (i) $4.98 (July 24, 2007
Price Decline), or (ii) the difference between the purchase price and the selling price, or (iii) the difference between the purchase
price per share and the average closing price per share up to the date of the sale as set forth in the table below; and
(c) If sold after October 19, 2007 or still retained, the claim per share shall be the lesser of: (i) $4.98 (July 24, 2007 Price
Decline), or (ii) the difference between the purcnase price per share and $46.73 per share.
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Case 1:07-cv-10329-RJS Document 121-1 Filed 01/10/13 Page 7 of 9
PSLRA 90-DAY LOOK-BACK TABLE
Daily Average
Closing Closing
Daily Average
Date Prices Prices Closing Closing
Date Prices Prices
7/24/2007 $50.30 $50.30
9/6/2007 $47.54 $47.51
7/25/2007 $49.61 $49.96
917/2007 $45.72 $47.45
7/26/2007 $48.82 $49.58
9/10/2007 $46.30 $47.42
7/27/2007 $48.41 $49.29
9/11/2007 $46.29 $47.39
7/30/2007 $48.56 $49.14
9/12/2007 $45.90 $47.35
7/31/2007 $48.52 $49.04
9/13/2007 $46.68 $47.33
8/1/2007 $49.28 $49.07
9/14/2007 $46.34 $47.30
8/2/2007 $49.07 $49.07
9/17/2007 $45.65 $47.26
8/3/2007 $48.45 $49.00
9/18/2007 $45.70 $47.22
8/6/2007 $49.33 $49.04
9/19/2007 $45.82 $47.19
8/7/2007 $49.34 $49.06
9/20/2007 $44.92 $47.13
8/8/2007 $50.55 $49.19
9/21/2007 $45.21 $47.09
8/9/2007 $49.58 $49.22
9/24/2007 $44.68 $47.03
8/10/2007 $46.59 $49.03
9/25/2007 $44.53 $46.98
8/13/2007 $46.45 $48.86
9/26/2007 $44.70 $46.93
8/14/2007 $44.96 $48.61
9/27/2007 $44.79 $46.88
8/15/2007 $45.54 $48.43
9/28/2007 $44.55 $46.83
8/16/2007 $45.78 $48.29
10/1/2007 $45.43 $46.80
8/17/2007 $45.33 $48.13
10/2/2007 $45.26 $46.77
8/20/2007 $45.18 $47.98
10/3/2007 $46.23 $46.76
8/21/2007 $45.57 $47.87
10/4/2007 $46.59 $46.76
8/22/2007 $46.49 $47.81
10/5/2007 $47.69 $46.78
8/23/2007 $46.61 $47.75
10/8/2007 $46.93 $46.78
8/24/2007 $46.97 $47.72
10/9/2007 $47.10 $46.79
8/27/2007 $47.03 $47.69
10/10/2007 $46.16 $46.78
8/28/2007 $46.56 $47.65
10/11/2007 $45.78 $46.76
8/29/2007 $47.08 $47.63
10/12/2007 $45.90 $46.74
8/30/2007 $46.54 $47.59
10/15/2007 $45.99 $46.73
8/31/2007 $46.30 $47.54
10/16/2007 $45.96 $46.72
9/4/2007 $46.95 $47.53
10/17/2007 $46.35 $46.71
9/5/2007 $46.94 $47.51
10/18/2007 $47.76 $46.73
10/19/2007 $47.16 $46.73
The date of purchase or acquisition or sale is the "contract" or "trade" date as distinguished from the "settlement" date.
For Class Members who held Wyeth common stock at the beginning ofthe Class Period or made multiple purchases or sales
during the Class Period, the First-In, First-Out ("FIFO") method will be applied to such holdings, purchases, acquisitions, and sales
for purposes of calculating a claim. Under the FIFO method, sales of Wyeth common stock during the Class Period will be
matched, in chronological order, first against Wyeth common stock held at the beginning of the Class Period. The remaining sales
of Wyeth common stock during the Class Period will then be matched, in chronological order, against Wyeth common stock
purchased or acquired during the Class Period.
A Class Member will be eligible to receive a distribution from the Net Settlement Fund only if a Class Member had a net
overall loss, after all profits from transactions in all Wyeth common stock described above during the Class Period are subtracted
from all losses. However, the proceeds from sales of a security that have been matched against the same type security held at
the beginning of the Class Period will not be used in the calculation of such net loss. No distributions will be made to Authorized
Claimants who would otherwise receive a distribution of less than $10.00.
The Court has reserved jurisdiction to allow, disallow, or adjust the claim of any Class Member on equitable grounds.
Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all Authorized Claimants. No Person
shall have any claim against the Plaintiff, Plaintiff's counsel, any claims administrator, or other Person designated by Plaintiff's
counsel, or Defendants or Defendants' counsel based on distributions made substantially in accordance with the Stipulation and
the settlement contained therein, the Plan of Allocation, or further orders of the Court. All Class Members who fail to complete
and file a valid and timely Proof of Claim form shall be barred from participating in distributions from the Net Settlement Fund
(unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the Stipulation, including the terms of
any judgment entered and the releases given.
-6-

Case 1:07-cv-10329-RJS Document 121-1 Filed 01/10/13 Page 8 of 9
XIV.
PARTICIPATION IN THE SETTLEMENT
TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU MUST TIMELY COMPLETE AND
RETURN THE PROOF OF CLAIM FORM THAT ACCOMPANIES THIS NOTICE. The Proof of Claim form must be postmarked
on or before March 7, 2013, and delivered to the Claims Administrator at the address set forth in Section XIX below. Unless the
Court orders otherwise, if you do not timely submit a valid Proof of Claim form, you will be barred from receiving any payments
from the Net Settlement Fund, but will in all other respects be bound by the provisions of the Stipulation and the Judgment.
XV.
DISMISSAL AND RELEASES
If the proposed settlement is approved, the Court will enter the Judgment. In addition, upon the Effective Date, Plaintiff and
each of the Class Members, for themselves and for each of their respective officers, directors, shareholders, employees, agents,
spouses, subsidiaries, heirs at law, successors and assigns, and any other Person claiming {now or in the future) through or on
behalf of them, and regardless of whether Plaintiff or any Class Member ever seeks or obtains by any means, including, without
limitation, by submitting a Proof of Claim form, any distribution from the Settlement Fund, shall be deemed to have, and by
operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Claims against
the Released Persons, shall have covenanted not to sue the Released Persons with respect to all such Released Claims, and
shall be permanently barred and enjoined from instituting, commencing, or prosecuting any such Released Claim against the
Released Persons except to enforce the releases and other terms and conditions contained in the Stipulation or the Judgment
entered pursuant thereto.
XVI. APPLICATION FOR FEES AND EXPENSES
.. At the Settlement Hearing, Class Counsel will request the Court to award attorneys' fees of 24.5% of the Settlement Fund,
plus expenses not to exceed $650,000 plus interest thereon. In addition, Plaintiff may seek reimbursement of up to $20,000 in
expenses it incurred in representing the Class. Such sums as may be approved by the Court will be paid from the Settlement
Fund. Class Members are not personally liable for any such fees or expenses.
To date, Class Counsel has not received any payment for their services in conducting this Litigation on behalf of Plaintiff and
the Class, nor have counsel been paid their expenses. The fee requested will compensate Class Counsel for their efforts in
achieving the Settlement Fund for the benefit of the Class, and for their risk in undertaking this representation on a wholly
contingent basis. The requested fee represents an approximate multiplier of four of Class Counsel's non-contingent hourly
charges. Class Counsel believes that the fee requested is well within the range of fees awarded to plaintiffs' counsel under similar
circumstances in other litigation of this type. The fee to be requested has been approved by Plaintiff.
XVII. CONDITIONS FOR SETTLEMENT
The settlement is conditioned upon the occurrence of certain events described in the Stipulation. Those events include,
among other things: {1) entry of the Judgment by the Court, as provided for in the Stipulation; and {2) expiration of the time to
appeal from the Judgment or to move to alter or amend the Judgment, or the determination of any such appeal or motion in a
manner to permit the consummation of the settlement substantially as provided for in the Stipulation. If, for any reason, any one of
the conditions described in the Stipulation is not met, the Stipulation might be terminated and, if terminated, will become null and
void, and the parties to the Stipulation will be restored to their respective positions as of November 1, 2012. In that event, the
settlement will not proceed and no payments will be made to Class Members.
XVIII.
THE RIGHT TO BE HEARD AT THE HEARING
Any Class Member who objects to any aspect of the settlement, the Plan of Allocation, or the application for attorneys' fees
and expenses and Plaintiff's expenses, 1 may appear and be heard at the Settlement Hearing. Any such Person must submit a
written notice of objection, such that it is received on or before January 28, 2013, by each of the following:
To Class Counsel:
ROBBINS GELLER RUDMAN
& DOWD LLP
TOR GRONBORG
LAURIE LARGENT
655 West Broadway, Suite 1900
San Diego, CA 92101
To the Court:
CLERK OF THE COURT
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
Daniel Patrick Moynihan United States Courthouse
500 Pearl Street
New York, NY 10007
To Counsel for Defendants:
SIMPSON THACHER & BARTLETT LLP
LYNN K. NEUNER
GEORGES. WANG
425 Lexington Avenue
New York, NY 10017-3954
The notice of objection must demonstrate the objecting Person's membership in the Class, including the number of shares of
Wyeth common stock purchased or acquired and sold during the Class Period and contain a statement of the reasons for
objection. Only Members of the Class who have submitted written notices of objection in this manner will be entitled to be heard
at the Settlement Hearing, unless the Court orders otherwise.
The pleadings in support of these matters will be filed with the Court no later than January 10, 2013.
- 7-

Case 1:07-cv-10329-RJS Document 121-1 Filed 01/10/13 Page 9 of 9
XIX. SPECIAL NOTICE TO BANKS, BROKERS AND OTHER NOMINEES
Nominees who purchased or otherwise acquired the common stock of Wyeth for the beneficial interest of other Persons
during the Class Period shall, within ten (1 0) calendar days after receipt of this Notice, provide the Claims Administrator with the
names and addresses of such beneficial owners, or (2) forward a copy of this Notice and the Proof of Claim form by First-Class
Mail to each such beneficial owner and, provide Class Counsel with written confirmation that the Notice and Proof of Claim form
have been so forwarded. Upon submission of appropriate documentation,, Class Counsel will reimburse your reasonable costs
and expenses of complying with this provision out of the Settlement Fund. Additional copies of this Notice may be obtained from
the Claims Administrator by writing to:
Wyeth Securities Litigation
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box990
Corte Madera, CA 94976-0990
XX.
EXAMINATION OF PAPERS
1-877-282-3419
This Notice contains only a summary of the terms of the proposed settlement and does not describe all of the details of the
Stipulation. For a more detailed statement of the matters involved in the Litigation, reference is made to the pleadings, to the
Stipulation, and to other papers filed in the Litigation, which may be inspected at the office of the Clerk of the Court, United States
District Court, Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY
10007. In addition, certain settlement-related documents including the Stipulation of Settlement may be viewed at
www.gilardi.com.
If you have any questions about the settlement of the Litigation, you may contact Class Counsel by wilting to:
DATED: NOVEMBER 14,2012
ROBBINS GELLER RUDMAN & DOWD LLP
TOR GRONBORG
655 West Broadway, Suite 1900
San Diego, CA 92101
PLEASE DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE.
BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
-8-

Case 1:07-cv-10329-RJS Document 121-2 Filed 01/10/13 Page 1 of 7
Exhibit B

Case 1:07-cv-10329-RJS Document 121-2 Filed 01/10/13 Page 2 of 7
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
--------~~------~-----------------X
CITY OF LIVONIA EMPLOYEES' RETIREMENT
SYSTEM, On Behalf of Itself and All Others
Similarly Situated,
Plaintiff,
Civil Action No. 1:07-cv-10329-RJS
CLASS ACTION
ECF CASE
vs.
WYETH, et al.,
Defendants.
_____________________________________ x
PROOF OF CLAIM
I. GENERAL INSTRUCTIONS
1. To recover as a Member of the Class based on your claims in the action entitled City of Livonia Employees'
Retirement System v. Wyeth, et a/., No. 1 :07 -cv-1 0329-RJS (the "Litigation"), you must complete and, on page 6 hereof,
sign this Proof of Claim form. If you fail to submit a timely and properly addressed (as set forth in paragraph 3 below)
Proof of Claim form, your claim may be rejected and you may not receive any recovery from the Net Settlement Fund
created in connection with the proposed settlement.
2. Submission of this Proof of Claim form, however, does not assure that you will share in the proceeds of the
settlement of the Litigation.
3. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM FORM POSTMARKED ON OR
BEFORE MARCH 7, 2013, ADDRESSED AS FOLLOWS:
Wyeth Securities Litigation
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 990
Corte Madera, CA 94976-0990
If you are NOT a Member of the Class (as defined in the Notice of Proposed Settlement of Class Action ("Notice")) DO
NOT submit a Proof of Claim form.
4. If you are a Member of the Class and you have not timely requested exclusion in connection with the proposed
settlement, you are bound by the terms of any judgment entered in the Litigation, including the releases provided therein,
WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM FORM.
II.
CLAIMANT IDENTIFICATION
If you purchased or otherwise acquired Wyeth common stock and held the certificate(s) in your name, you are the
beneficial purchaser as well as the record purchaser. If, however, you purchased or otherwise acquired Wyeth common
stock and the certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm, you are the
beneficial purchaser and the third party is the record purchaser.
Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record ("nominee"), if different
from the beneficial purchaser of the Wyeth common stock that forms the basis of this claim. THIS CLAIM MUST BE
FILED BY THE ACTUAL BENEFICIAL PURCHASER(S) OR ACQUIRER(S) OR THE LEGAL REPRESENTATIVE OF
SUCH PURCHASER(S) OR ACQUIRER(S) OF THE WYETH COMMON STOCK UPON WHICH THIS CLAIM IS BASED.
All joint purchasers must sign this claim. Executors, administrators, guardians, conservators, and trustees must
complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and
their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of
the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay
verification of your claim or result in rejection of the claim.

Case 1:07-cv-10329-RJS Document 121-2 Filed 01/10/13 Page 3 of 7
Ill. CLAIM FORM
Use Part II of this form entitled "Schedule of Transactions in Wyeth Common Stock" to supply all required details of
your transaction(s) in Wyeth common stock listed in Part II. If you need more space or additional schedules, attach
separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on
each additional sheet.
On the schedules, provide all of the requested information with respect to all of your purchases or acquisitions of
Wyeth common stock that took place at any time from June 26, 2006 through July 24, 2007, inclusive (the "Class Period"),
and all of your sales of Wyeth common stock that took place at any time between June 26, 2006 through October 19,
2007, inclusive, whether such transactions resulted in a profit or a loss. You must also provide all of the requested
information with respect to all of the Wyeth common stock you held at the close of trading on June 23, 2006, July 24,
2007, and October 19, 2007. Failure to report all such transactions may result in the rejection of your claim.
List each transaction separately and in chronological order, by trade date, beginning with the earliest.
accurately provide the month, day, and year of each transaction you list.
You must
The date of covering a "short sale" is deemed to be the date of purchase of Wyeth common stock. The date of a
"short sale" is deemed to be the date of sale of Wyeth common stock.
Copies of broker confirmations or other documentation of your transactions in Wyeth common stock should be
attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of
your claim. ·
NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or
may be requested, to submit information regarding their transactions in electronic files. All claimants MUST submit a
manually signed paper Proof of Claim form whether or not they also submit electronic copies. If you wish to file your claim
electronically, you must contact the Claims Administrator at 1-877-282-3419 or visit their website at www.gilardi.com to
obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims
Administrator issues to the claimant a written acknowledgment of receipt and acceptance of electronically submitted data.
2

II
Case 1:07-cv-10329-RJS Document 121-2 Filed 01/10/13 Page 4 of 7
II
Official
Office
Use
Only
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
City of Livonia Employees' Retirement System v. Wyeth, et a/.
No. 1 :07-cv-10329-RJS
PROOF OF CLAIM
Please Type or Print in the Boxes Below
Do NOT use Red Ink, Pencil, or Staples
Must Be Postmarked
No Later Than
March 7, 2013
WYETH
0 IRA 0 Joint Tenancy 0 Employee 0 Individual 0 Other
Company Name (Beneficial Owner- If Claimant is not an Individual) or Custodian Name if an IRA
--r-(s-pe--..city...-.)-
I I I l l l I l l l l l I l l l l l l I l l l l I I I I I l
Trustee/Asset Manager/Nominee/Record Owner's Name (if Different from Beneficial Owner Listed Above)
I I I I I I I I I I I I I I I I I I I I I I I I I I I I _ I I
Account#/Fund# (Not Necessary for Individual Filers)
I I I I I I I I I I I I I I I I I I I
Social Security Number
I I I J -I I 1- L___jl L______L___j___l
Telephone Number (Work)
I I I 1-1 I I 1- L..__l L..__l I L..__L..__
Email Address
I I I I J.l.J __ Lll._l I
Address
MAILING INFORMATION
I I I I I I I I I I I I I I I I
Address
or
Taxpayer Identification Number
ITJ-1 I I I I I I I
Telephone Number (Home)
I I 1-1 I I 1-U_l_TI
I I i I I I I I I L_L _L_I _L_I __L__.L___l___j_
I I I I I I I I I I I I I n
I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I
City State Zip Code
I I I I I I I I I I I I I I I I I I ITJ I I I I I I
Foreign Province Foreign Postal Code Foreign Country Name/Abbreviation
I I I I I I I I I I I I II I I I I I I I I II I I I I I I I I I
I I
lliilliill !I r-,~ I fj I !I \/I v·1 \/ l \i I
QATP QBE QFL QoP
FOR CLAIMS FOR CLAIMS
PROCESSING
OBI
col I I QKE QDR QME QRE
t. ...,- ;.b."'
PROCESSING
t ~ :·

II
Case 1:07-cv-10329-RJS Document 121-2 Filed 01/10/13 Page 5 of 7
PART II. SCHEDULE OF TRANSACTIONS IN WYETH COMMON STOCK
A. Number of shares of Wyeth common stock held at the close of
trading on June 23, 2006:
B. Purchases or acquisitions of Wyeth common stock (on or after June 26, 2006 through and including July 24, 2007):
I
Proof Enclosed?
~---PURCHASES------------------------------------------------~--~--
Trade Date(s) of Shares
(List Chronologically)
MM DO YYYY
1.[]]11 I Ill I I I
2.[]]1[]]11 I I I
3.1 I 11[]]11 I I I
4.[]]1[]]11 I I I
Number of Shares
Purchased or Acquired
IMPORTANT: (i) If any purchase listed covered a "short sale", please mark Yes: 0 Yes
Total Purchase or Acquisition Price
(Excluding Commissions,
Taxes and Fees)
Please round off to
the nearest whole dollar
OY
ON
Proof of
Purchase
Enclosed?
~~~~~~~~$~1 ~~~~~~I.ODU8~
~____,.._l..__~~~---l-~1$1 I. ODU 8~
'------'----L-......L..,___J__J____J__......L..,___jl$1 I. ODU 8 ~
'----l---L-.....J..___J__J____j__......L..,___jl$ I I. ODU 8 ~
(ii) If you received shares through an acquisition or merger, please identify the date, the share amount and the
company acquired:
MM DO YYYY Merger Shares: Company:
I Ill I Ill I I I I I I I I I
C. Sales of Wyeth common stock (on or after June 26, 2006 through and including October 19, 2007):
~---SALES-----------------------------------------------------------
Trade Date(s) of Shares
(List Chronologically)
M M D D y y y
1.1 11[]]11 II
y
Number of Shares
Sold
Total Sales Price
(Excluding Commissions,
Taxes and Fees)
Please round off to
the nearest whole dollar
Proof of
Sales
Enclosed?
'------J..___j____),__L_.J.___J_____.L______:I$ ~I ~_j________j__L__[_______l____J_I __JI. ODU 8 ~
2.1 Ill I Ill II L__!._-'---___L___'-----'----L-___L___I$ I I J . ODU 8 ~
3.1 11[]]11 II L__!._-'---___l___'-----'-----'-----'-------'1$ I I I. ODU 8 ~
4.1 Ill I ill II L__!._-'---___l___'---'----'-___L___I$ I I I. ODU 8 ~
D. Number of shares of Wyeth common stock held at the close of
trading on July 24, 2007:
E. Number of shares of Wyeth common stock held at the close of
trading on October 19, 2007:
Proof Enclosed?
OY
ON
Proof Enclosed?
OY
ON
If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page.
II 11111111111111111111111111111111111111111111111111111111111111111 4 I

I
Case 1:07-cv-10329-RJS Document 121-2 Filed 01/10/13 Page 6 of 7
IV. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS
II
I (We) submit this Proof of Claim under the terms of the Settlement Agreement described in the Notice. I (We) also submit to the
1risdiction of the United States District Court for the Southern District of New York, with respect to my (our) claim as a Class Member
nd for purposes of enforcing the releases provided for in any judgment entered in the Litigation. I (We) further acknowledge that I
m (we are) bound by and subject to the terms of any judgment that is entered in the Litigation, including the release of all Released
:laims with respect to each and all of the Released Persons as set forth in the Judgment. I (We) agree to furnish additional
1formation to the Claims Administrator to support this claim (including transactions in other Wyeth securities) if requested to do so.
(We) have not submitted any other claim covering the same purchases, acquisitions or sales of Wyeth common stock during the
:lass Period and know of no other person having done so on my (our) behalf.
I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or
!Voluntarily, any matter released pursuant to the judgment entered in the Litigation or any other part or portion thereof.
I (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions in Wyeth common
tack that are the subject of this claim, and that occurred during the Class Period as well as the opening and closing positions in
uch securities held by me (us) on the dates requested in this claim form.
I 111111111111111111111111111111111111111111111111111111111111 5 II

II
Case 1:07-cv-10329-RJS Document 121-2 Filed 01/10/13 Page 7 of 7
I
I (WE) DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE UNITED STATES OF AMERICA TH
ALL OF THE FOREGOING INFORMATION SUPPLIED ON THIS PROOF OF CLAIM FORM BY THE UNDERSIGNED IS TRl
AND CORRECT.
Executed this _______ day of ____________________ in---------------------------------
(Month/Year)
(City/State/Country)
(Sign your name here)
(Sign your name here)
(Type or print your name here)
(Type or print your name here)
(Capacity of person(s) signing, e.g.,
Beneficial Purchaser or Acquirer, Executor or Administrator)
(Capacity of person(s) signing, e.g.,
Beneficial Purchaser or Acquirer, Executor or Administrator)
ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME.
THANK YOU FOR YOUR PATIENCE.
Reminder Checklist:
1. Please sign the above declaration and return with the entire
claim form.
2. Remember to attach supporting documentation, if available.
3. Do not send original stock certificates.
4. Keep a copy of your claim form and all supporting
documentation for your records.
5. If you desire an acknowledgment of receipt of your
claim form please send it Certified Mail, Return
Receipt Requested.
6. If you move, please send the Claims Administrator your
new address.
II 111111111111111111111111111111111111111111111111111111111111 6
I

Case 1:07-cv-10329-RJS Document 121-3 Filed 01/10/13 Page 1 of 5
Exhibit C

Case 1:07-cv-10329-RJS Document 121-3 Filed 01/10/13 Page 2 of 5
3301 Kerner Blvd.
San Rafael, CA 94901
P: (415) 461-0410
F: (415) 461-0412
December 10, 2012
«FirstName» «LastName»
«Company»
«Addrl»
«Addr2»
South Bend, IN 46601
«FCountry»
Re: Wyeth Securities Litigation
Dear «GENDER» «LastName»:
Please find enclosed the Notice of Proposed Settlement of Class Action and Proof of Claim and Release for
the above referenced litigation. Please note both the class period and the designated eligible securities
described on page one of the Notice, specifically the inclusion of all persons who purchased or otherwise
acquired the common stock of Wyeth during the period from June 26, 2006 through July 24, 2007, inclusive.
In addition, the Notice provides that the Exclusion Deadline is January 28, 2013, and that the Claim
Filing Deadline is March 7, 2013.
Please pay particular attention to the "Special Notice to Banks, Brokers and Other Nominees" on page eight of
the Notice. Please do not make your own copies of the Proof of Claim Form, as copies may not be accepted
for processing. Additional copies of the appropriate documents may be requested by contacting us at the
above address and/or phone number.
If we conduct the necessary mailing on your behalf, please submit names and addresses either via email to
Notifications@Gilardi.com, via CD Rom to the above address or contact Matt Markham at (415) 458-3015 to
obtain secure FTP transmission instructions. Mailing labels will be accepted, but you may be requested to
provide an additional copy of the address information you send. Do not include any confidential information
that should not appear on a mailing label.
The data provided must be in one of the following formats:
• ASCII Fixed Length file
• ASCII Tab Delimited file
• Microsoft Excel spreadsheet
Your request must also specify the case name and Control Total(s) (for example, the total number of name and
address records provided) for each file submission. Please refer to the attached file format guidelines to ensure
your data is processed without delays.
If you have any questions, please call Matt Markham at (415) 458-3015.
Sincerely,
Gilardi & Co. LLC

Case 1:07-cv-10329-RJS Document 121-3 Filed 01/10/13 Page 3 of 5
In the interest of ensuring the highest degree of data integrity, the preferred file format for all data submission is the ASCII
Fixed Length or ASCII Tab Delimited file format, in the following layout.
Please be sure to specify the case name and Control Totals, for example, the total number of accounts provided in all
accompanying files.
Gilardi & Co. LLC
Data Submission Guidelines
Page 2 of4

Case 1:07-cv-10329-RJS Document 121-3 Filed 01/10/13 Page 4 of 5
Gilardi & Co. LLC
Data Submission Guidelines
Page 3 of4

Case 1:07-cv-10329-RJS Document 121-3 Filed 01/10/13 Page 5 of 5
Please only use Microsoft Excel file format if submitting data in ASCII Fixed Length or ASCII Tab Delimited file formats is
not feasible. However, if your data exceeds 65,536 rows (the maximum Excel page limit), then an ASCII Fixed Length or
ASCII tab delimited file is required.
Please be sure to specify the case name and Control Totals, for example, the total number of accounts provided in all
accompanying files.
Sample File Screen Shot
Gilardi & Co. LLC
Data Submission Guidelines
Page4 of4

Case 1:07-cv-10329-RJS Document 121-4 Filed 01/10/13 Page 1 of 6
Exhibit D

Case 1:07-cv-10329-RJS Document 121-4 Filed 01/10/13 Page 2 of 6
INVESTOR'S BUSINESS DAILY
Affidavit of Publication
Name of Publication:
Address:
City, State, Zip:
Phone#:
State of:
County of:
Investor's Business Daily
12655 Beatrice Street
Los Angeles, CA 90066
310.448.6700
California
Los Angeles
I, Stephan Johnson, for the publisher of Investor's Business Daily, published
in the city of Los Angeles, state of California, county of Los Angeles hereby certify that
the attached notice(s) for Gilardi & Co. LLC was printed in said publication on the
following date(s):
December 7 1 h, 2012: WYETH
State of California
County of Los Angeles
Subscribed and s
d) before me on this1_ day of December.
2012, by ~;...S)c!..··~"46~~~J!!::_'....ILJ~±:f:2:~=::::.._, proved to me on the basis of
satisfactory evidence to be the person(s) who appeared before me.
~c -J/7~ .:rr_.
Signature~------------ (Seal)
RICHARD C. BRAND II
commission II 1923876
< Notary Public • California ~
1 Los Angeles County ~
•
J. • 4 4
• f'l ~o']"l· [x~irts !'! %Ji·}~1 t

Case 1:07-cv-10329-RJS Document 121-4 Filed 01/10/13 Page 3 of 6
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Case 1:07-cv-10329-RJS Document 121-4 Filed 01/10/13 Page 4 of 6
LARKSPUR DESIGN GROUP
Affidavit of Publication
I, Ashley\

Case 1:07-cv-10329-RJS Document 121-4 Filed 01/10/13 Page 5 of 6
bbins Geller Rudman & Dowd LLP Annmmces Notice of Hearing to De ...
http://www. businesswire.comlnews/home/20 121207005002/en
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Bustness Ware
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Case 1:07-cv-10329-RJS Document 121-4 Filed 01/10/13 Page 6 of 6
bbins Geller Rudman & Dowd LLP Announces Notice of Hearing to De ...
http://www.businesswire.com/news/home/20 121207005002/en
Any objection to the settlement must be received by each of the following recipients no later than January 28, 2013:
CLERK OF THE COURT
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
Daniel Patrick Moynihan
United States Courthouse
500 Pearl Street
New York, NY 10007
Class Counsel:
ROBBINS GELLER RUDMAN
& DOWD LLP
TOR GRONBORG
LAURIE LARGENT
655 West Broadway, Suite 1900
San Diego, CA 92101
Counsel for Defendants:
SIMPSON THACHER &
BARTLETI LLP
LYNN K. NEUNER
GEORGES. WANG
425 Lexington Avenue
New York, NY 10017-3954
PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE. If you have any
questions about the settlement, you may contact Class Counsel at the address listed above.
DATED: November 14, 2012
BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
Contacts
Robbins Geller Rudman & Dowd LLP
Tor Gronborg, 800-449-4900
,...-----~ .. ~:¥~.
Busme:ssWtre
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12/7/2012 9:00AM

Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 1 of 14
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
-----------------------------X
CITY OF LIVONIA EMPLOYEES'
RETIREMENT SYSTEM, On Behalf of Itself :
and All Others Similarly Situated,
vs.
WYETH, et al.,
Plaintiff,
Defendants.
-----------------------------x
Civil Action No. 1:07-cv-10329-RJS
CLASS ACTION
ECF CASE
DECLARATION OF LAURIE L. LARGENT
FILED ON BEHALF OF LEAD COUNSEL
IN SUPPORT OF APPLICATION FOR
AWARD OF ATTORNEYS' FEES AND
EXPENSES
801691_1

Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 2 of 14
I, LAURIE L. LARGENT, declare as follows:
1. I am a member of the firm ofRobbins Geller Rudman & Dowd LLP. I am submitting
this declaration in support of my firm's application for an award of attorneys' fees and expenses in
connection with services rendered in the above-entitled action.
2. My firm is Lead Counsel of record for Lead PlaintiffPipefitters Union Local 537
Pension Fund and the class of Wyeth investors.
3. The identification and background of my firm and its partners is attached hereto as
Exhibit A.
4. The information in this declaration regarding the firm's time and expenses is taken
from time and expense printouts prepared and maintained by the firm in the ordinary course of
business. I am one of the partners who oversaw and/or conducted the day-to-day activities in the
litigation and reviewed these printouts (and backup documentation where necessary or appropriate).
The purpose of these reviews was to confirm both the accuracy of the entries on the printouts as well
as the necessity for and reasonableness of the time and expenses committed to the litigation. As a
result of these reviews, reductions were made to both time and expenses either in the exercise of
"billing judgment" or to conform to the firm's guidelines and policies regarding certain expenses
such as charges for hotels, meals, and transportation. As a result of these reviews and adjustments, I
believe that the time reflected in the firm's lodestar calculation and the expenses for which payment
is sought are reasonable in amount and were necessary for the effective and efficient prosecution and
resolution of the litigation. In addition, I believe that the expenses are all of a type that would
normally be charged to a fee-paying client in the private legal marketplace.
5. The total number ofhours spent on this litigation by my firm is 6,597.25. The total
lodestar amount for attorney/paraprofessional time based on the firm's current rates is
801691_1
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 3 of 14
$3,749,828.75. The hourly rates shown below are the usual and customary rates set by the firm for
each individual. A breakdown of the lodestar is as follows:
801691_1
NAME
Gronborg, Tor
Largent, Laurie L.
Montgomery, Matthew P.
Robbins, Darren J.
Rudman, Samuel H.
Smith, Trig
Conn, Susannah
Stewart, Christopher D.
Matney, Andrew
O'Donoghue, Nicola
Palocsay, Matthew
Yates, Amy
Barhoum, Anthony J.
Le, Joseph
Sciarani, Kevin
Uralets, Boris
Villalovas, Frank E.
Kadota, Ryan H.
Roelen, Scott
Wilhelmy, David E.
Brandon, Kelley T.
Freer, Brad
Price, Craig
Sutphen, Lilah
Gomez Hernandez, Julia
Shofler, Jessica
Paralegals
Shareholder Relations
Document Clerk
TOTAL
(P) Partner
(A) Associate
(P A) Project Attorney
(EA) Economic Analyst
(RA) Research Analyst
HOURS RATE
(P) 1,557.75 735
(P) 1,355.00 775
(P) 83.00 585
(P) 5.75 820
(P) 6.50 835
(P) 543.25 635
(A) 348.00 600
(A) 657.75 340
(PA) 120.25 390
(PA) 826.25 440
(PA) 115.75 345
(PA) 60.00 460
(EA) 8.50 420
(EA) 5.50 225
(EA) 19.50 225
(EA) 22.50 415
(EA) 13.00 420
(RA) 25.50 150
(RA) 18.00 295
(RA) 11.50 295
(I) 7.75 230
(LS) 46.00 280
(LS) 19.00 280
(LC) 27.00 285
(SA) 7.00 295
(SA) 81.75 260
438.50 280-295
29.50 90-175
137.50 150
6,597.25
(I) Investigator
(LS) Litigation Support
(LC) Law Clerk
(SA) Summer Associate
-2-
LODESTAR
1,144,946.25
1,050,125.00
48,555.00
4,715.00
5,427.50
344,963.75
208,800.00
223,635.00
46,897.50
363,550.00
39,933.75
27,600.00
3,570.00
1,237.50
4,387.50
9,337.50
5,460.00
3,825.00
5,310.00
3,392.50
1,782.50
12,880.00
5,320.00
7,695.00
2,065.00
21,255.00
129,297.50
3,240.00
20,625.00
$3,749,828.75

Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 4 of 14
6. My firm seeks an award of $461,050.19 in expenses in connection with the
prosecution of the litigation. They are broken down as follows:
From Inception to January 9, 2013
EXPENSE CATEGORY
TOTAL
Meals, Hotels & Transportation $ 58,309.26
Photocopies 11,435.46
Postage 61.01
Telephone, Facsimile 79.16
Messenger, Overnight Delivery 2,936.15
Filing, Witness, and Other Fees 7,763.87
Court Hearing and Deposition Reporting and Transcripts 13,116.75
Vll r\~};n"' 1 1\.i r
.L.I\..1
~gal~v'ferl;n 1 o,.searcJ...
~ Ula ~'-'-' 11 35,580.68
Class Action Notices/Business Wire 1,515.80
Mediation Fees 31,265.00
Experts/ Consultants/Investigators 285,792.45
L.R. Hodges & Associates, Ltd. $ 104,375.62
Financial Markets Analysis, LLC 52,262.50
Daniel A. Shames Consulting, Inc. 39,450.00
Nicholas P. Jewell 31,103.00
Innovation Clinical Research LLC 28,875.00
(Ralph D. Harkins)
Forensic Economics, Inc. 21,363.80
Benny Chien, M.D. 5,162.50
Bates Wells & Braithwaite 3,200.03
Database Management Costs 13,194.60
TOTAL $ 461,050.19
listed above:
7. The following is additional information and details regarding certain of the expenses
(a) Meals, Hotels, and Transportation: $58,309.26.
NAME DATE DESTINATION PURPOSE
Gronberg, Tor 10/27/10- New York, NY Attend status conference and
10/28/10 reconsideration argument before
Judge Sullivan
Largent, Laurie 10/27/10- NewYork,NY Attend status conference and
10/28/10 reconsideration argument before
Judge Sullivan
801691_1
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 5 of 14
NAME DATE DESTINATION PURPOSE
Gronborg, Tor 11/30/10- Boston, MA Meeting with Charlie Hanniford
12/01/10 regarding case status and
discovery
Smith, Trig 04/25/11 Berkeley, CA Meeting with bio-statistic expert
Dr. Nick Jewell
Largent, Laurie 04/25/11 Berkeley, CA Meeting with bio-statistic expert
Dr. Nick Jewell
Largent, Laurie 05/05/11- Raleigh, NC Meeting with bio-statistic and
05/06/11 FDA expert Ralph Harkins (aka
Innovation Clinical Research
LLC)
Gronborg, Tor 05/15/11- New York, NY Meeting with medical and FDA
05/16/11 expert Dr. Daniel Shames
Largent, Laurie 06/17/11 Berkeley, C.A:l. ~Aeeting v1ith bio-statistic expert
Dr. Nick Jewell
Gronborg, Tor 06/17/11 Berkeley, CA Meeting with bio-statistic expert
Dr. Nick Jewell
Smith, Trig 06/29/11- New York, NY Meeting with Defendants and bio-
07/01/11 statistics experts
Gronborg, Tor 06/29/11- NewYork,NY Meeting with Defendants and bio-
07/01111 statistics experts
Largent, Laurie 06/29/11- New York, NY Meeting with Defendants and bio-
07/01111 statistics experts
Gronborg, Tor 08/30/11- New York, NY Attend summary judgment pre-
08/31/11 motion hearing before Judge
Sullivan
Largent, Laurie 08/30111--,- NewYork,NY Attend summary judgment pre-
08/31111 motion hearing before Judge
Sullivan
Largent, Laurie 01/09/12- Boston, MA Meeting with Charlie Hannaford
01/12/12 regarding class certification
deposition
Stewart, Christopher 01/09/12- Boston, MA Meeting with Charlie Hannaford
01112/12 regarding class certification
deposition
Gronborg, Tor 02/26112- New York, NY Deposition of Dr. Kenneth Lehn
02/28112
Largent, Laurie 05/09/12- NewYork,NY Attend class certification argument
05/10/12 before Judge Sullivan
Gronborg, Tor 05/09/12- New York, NY Attend class certification argument
05/10/12 before Judge Sullivan
Largent, Laurie 05/14/12- New York, NY Attend mediation session before
05/17112 Judge Phillips (Ret.)
801691_1
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 6 of 14
NAME DATE DESTINATION PURPOSE
Gronborg, Tor 05/15112- New York, NY Attend mediation session before
05/18/12 Judge Phillips (Ret.)
Gronborg, Tor 06/13/12- Washington, DC Meeting with medical and FDA
06/14/12 expert Dr. Daniel Shames
Largent, Laurie 07/30/12- New York, NY Deposition of Wyeth FRCP
08/01/12 30(b)(6) Designee (Dr. R. Chen)
Largent, Laurie 08/29/12- NewYork,NY Deposition of Wyeth FRCP
08/31/12 30(b)(6) Designee (J. Victoria)
Conn, Susannah 10/11/12- Philadelphia, P A Deposition of Dr. Susan Mather
10/13/12
Largent, Laurie 10/11/12- Philadelphia, P A Deposition of Dr. Susan Mather
10/13/12
(b)
DATE
06/14112
10/12/12
10/14112
Photocopying:
In-house ( 45,008 copies @ $0.25 per copy): $11,252.00
Outside Photocopies: $183.46
VENDOR
Fairfax Embassy Business Center (copies for
meeting with Dr. Shames)
Fedex Office (copies for Mather deposition)
Sheraton Philadelphia Business Center (copies for
Mather deposition)
(c) Filing, Witness, and Other Fees: $7,763.87.
DATE
VENDOR
11114/07 Clerk of the Court
11/15/07 D&D Process Service, Inc.
11/16/07 Irma Herron
12/14/07 Class Action Research & Litigation Support
Services, Inc.
01/10/08 Gary McClurg
01/25/08 State Bar of California
01/31/08 Clerk of the Supreme Court
02/06/08 Clerk of the Court
02/11/08 D&D Process Service, Inc.
03/06/08 State Bar of California
03/12/08 Clerk ofthe Court
03/18/08 D&D Process Service, Inc.
04/15/08 D&D Process Service, Inc.
04/22/08 Class Action Research & Litigation Support
Services, Inc.
801691_1
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 7 of 14
DATE
VENDOR
04/30/08 Class Action Research & Litigation Support
Services, Inc.
10/25/10 Class Action Research & Litigation Support
Services, Inc.
11/10/10 State Bar of California
11/18/10 Class Action Research & Litigation Support
Services, Inc.
11/19/10 Class Action Research & Litigation Support
Services, Inc.
11/29/10 Clerk of the Court
01/21/11 Docutrieval Information Services, Inc.
01/28/11 Class Action Research & Litigation Support
Services, Inc.
02/20/12 Class Action Research & Litigation Support
Services, Inc.
03/28/12 Class Action Research & Litigation Support
Services, Inc.
06/30/12 Class Action Research & Litigation Support
Services, Inc.
08/14/12 Class Action Research & Litigation Support
Services, Inc.
09/08/12 U.S. District Court
09/30/12 Class Action Research & Litigation Support
Services, Inc.
11/19/12 Class Action Research & Litigation Support
Services, Inc.
(d) Court Hearing and Deposition Reporting and Transcripts: $13,116.75.
DATE
VENDOR
01/22/11 Southern District of New York
01/11/12 Veritext Corp. Reporting
01/16/12 Veritext Corp. Reporting
02/27/12 Aptus Court Reporting LLC
05/19/12 Southern District ofNew York
05/31/12 Southern District ofNew York
07/31112 Aptus Court Reporting LLC
08/30/12 Aptus Court Reporting LLC
10/12/12 Aptus Court Reporting LLC
(e)
Online Legal/Media Research: $35,580.68. These expenses included vendors
such as Lexis Nexis, Accurint, Courtlink, Kcura Corporation Relativity Analytics, Pacer, Thomson
801691_1
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 8 of 14
Financial, and Westlaw. These databases were used to obtain access to SEC filings, news media,
analyst reports, and to conduct legal research and cite-checking of briefs. The charges for these
vendors vary depending upon the type of services used.
(f)
Class Action Notices/Business Wire: $1,515.80. This expense was necessary
under the Private Securities Litigation Reform Act of 1995's early notice requirements, which
provides, among other things, that"[ n ]ot later than 20 days after the date on which the complaint is
filed, the plaintiff or plaintiffs shall cause to be published, in a widely circulated national businessoriented
publication or wire service, a notice advising members of the pnrported plaintiff class- (I)
of the pendency of the action, the claims asserted therein, and the purported class period; and (II)
that, not later than 60 days after the date on which notice is published, any member of the purported
class may move the court to serve as lead plaintiff of the purported class." 15 U.S.C. §78u-
4( a)(3 )(A)(i).
(g)
Mediation Fees: Irell & Manella LLP: $31,265.00. The parties engaged the
services of the Honorable Layn R. Phillips (Ret.) of Irell & Manella LLP, a retired United States
District Court Judge and a nationally recognized mediator, who conducted a full day in-person
mediation session and multiple telephonic conferences with the parties. The foregoing amount for
mediation expenses were paid directly by my firm.
(h) Experts/Consultants/Investigators: $285,792.45.
(i)
L.R. Hodges &Associates, Ltd. ("LRHA"): $104,375.62. LRHA is a
firm of experienced private investigators who assisted Lead Counsel in locating and interviewing
potential witnesses in this case. Over a four-month period (January through April 2008), in which
LRHA provided investigative services to Lead Counsel, LRHA expended 534.8 hours for combined
fees of$96,222.50, and incurred related expenses of$8,153.12 for a total of$104,375.62. LRHA's
801691_1
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 9 of 14
research staff expended 139.9 hours to research, identify, and confirm the employment status of
prospective witnesses, locating all key targets, as well as maintaining and updating an evolving
witness list to support other investigative team members. This also involved research, retrieval, and
analysis of relevant documents, including SEC filings, media articles, court filings, as well as other
materials related to the case issues. The case manager and interviewing investigators expended a
combined 394.9 hours to research, review, and analyze materials in preparation for the investigation;
contacting and conducting interviews with targeted third-party witnesses; and, thereafter, to prepare
comprehensive interview surmnaries and other case reports. In addition, these team members were
involved in analyzing key case issues, as well as establishing and executing the joint litigationinvestigation
team plan, and participating in numerous strategy sessions and investigation briefings
with Lead Counsel.
(ii)
Financial Markets Analysis, LLC ("FMA"): $52,262.50. FMA was
retained by Lead Counsel to assist with the analysis of the movement of the price of Wyeth's
common stock during the Class Period. FMA prepared an event study by locating, reviewing, and
chronologically aggregating various media articles and analyst reports, and analyzing the price
movement of Wyeth's common stock in relation to the information disclosed in these public
materials. FMA discussed its findings with Lead Counsel and presented its fmdings to Lead Counsel
in a comprehensive report. Lead Counsel referred to and relied on this event study in moving for
class certification, arguing that the event study demonstrated that Wyeth's stock price reacted
quickly to new, material information during the Class Period, and that its common stock traded in an
efficient market.
(iii)
Daniel A. Shames Consulting, Inc.: $39,450.00. Dr. Daniel Shames,
an expert in the medical and pharmaceutical fields, and a former FDA director who presided over the
801691_1
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 10 of 14
review of drug products regulated by the FDA, was retained by Lead Counsel to opine on the nature
of the communications between Wyeth and the FDA concerning Pristiq for VMS and the
significance of the alleged adverse events to the marketing approval for Pristiq. Dr. Shames had
been personally involved in the FDA review process for Pristiq for VMS and reviewed thousands of
pages of materials associated with the Pristiq clinical trials and FDA approval process. In addition to
preparing his opinions, Dr. Shames regularly consulted with Lead Counsel regarding potential areas
for discovery and relevant depositions.
(iv)
Nicholas P. Jewell, Ph.D.: $31,103.00. Nicholas P. Jewell, Ph.D., a
well-respected and published professor of Biostatistics and Statistics at the University of California,
Berkeley, was retained by Lead Counsel to opine on Defendants' claims that the hepatic and
cardiovascular serious adverse events in Study 315 were not statistically significant. Dr. Jewell
reviewed the clinical study report for Study 315, as well as thousands of pages of other Pristiq
clinical trial reports and FDA related documents in preparing his opinions. Dr. Jewell also attended
the parties' June 2011 face-to-face settlement meeting where the parties discussed their respective
positions in the case. Dr. Jewell made an informal presentation of his opinions at the face-to-face
meeting and was instrumental in preparing Lead Counsel for the meeting. Dr. Jewell also assisted
with deposition preparation of the former Wyeth employees who were knowledgeable about the
biostatistical data from the Pristiq for VMS clinical trials.
(v)
Innovation Clinical Research LLC: $28,875.00. Innovation Clinical
Research LLC's principal, Ralph D. Harkins, Ph.D., is a statistical and management consultant and
expert in the field of statistics and a former FDA employee and was retained by Lead Counsel to
opine on the materiality of the hepatic and cardiovascular adverse events in Study 315, including
whether Defendants had statistical warning signs from the Pristiq clinical trials that the drug had
801691_1
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 11 of 14
alleged safety issues during the Class Period. Dr. Harkins reviewed the results from each of the
Pristiq for VMS clinical trials and performed his own statistical analysis of those results. Dr.
Harkins also provided significant insight to Lead Counsel regarding the FDA's statistical
methodology and consulted with Lead Counsel on document and deposition discovery issues.
(vi)
Forensic Economics, Inc.: $21 ,3 63.80. Forensic Economics, Inc. and
its staff were retained by Lead Counsel to evaluate loss causation issues and assist in preparing the
plan of allocation. During the class certification briefing, Defendants argued that the price reaction
of \Vyeth stock following the end of the Class Period was not related to the alleged
misrepresentations and omissions, and Forensic Economics, Inc. was retained to respond to
Defendants' defense and provide expert analysis, and testimony if necessary, to meet Lead Plaintiffs
burden of proof on loss causation at summary judgment and trial.
Additionally, Forensic
Economics, Inc. spent numerous hours working with Lead Counsel in drafting a plan of allocation
for disbursement of the Settlement Fund.
(vii)
Benny Chien, M.D.: $5,162.50. Dr. Chien, a well respected medical
doctor and litigation consultant in San Diego, California, performed initial research on the chemical
aspects ofPristiq, Wyeth's clinical trials for Pristiq for VMS, and the available literature concerning
desvenlaxafine and the drug class of serotonin-norepinephrine reuptake inhibitors ("SNRI"), which
included Pristiq. Dr. Chien also reviewed Wyeth's press releases and filings with the SEC, and
assisted Lead Counsel with the drafting of Lead Plaintiffs allegations, as well as Lead Counsel's
investigation of those allegations.
(viii)
Bates Wells & Braithwaite ("Bates Wells"): $3,200.03. Lead Counsel
retained the London law firm ofBates Wells & Braithwaite to assist with the process of taking a key
witness deposition in London, England. Specifically, Bates Wells assisted and advised Lead
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 12 of 14
Counsel on preparing a Letter of Request, pursuant to the Hague Convention, to the Senior Master,
Queen's Bench Division of the High Court to take the deposition of a former Wyeth employee
Sophie Olivier, M.D., in London, England. Lead Counsel also consulted with Bates Wells on the
process of obtaining relevant documents concerning Pristiq from the European Medicines Agency.
(i)
Database Management Costs: $13,194.60. These are charges which recoup
the in-house expense relating to the creation and maintenance of a searchable document database for
the over 1.3 million pages of documents that were produced in this case. The charge is calculated
monthly at $15.00 per gigabyte of data storage space utilized by the database. The $15.00 per
gigabyte charge is a market rate rather than our actual cost. Based on my discussions with our IT
staff and our accounting department, I believe this rate is substantially lower than the cost that would
actually be charged by a third party vendor.
8. The expenses pertaining to this case are reflected in the books and records of this
firm. These books and records are prepared from receipts, expense vouchers, check records, and
other documents and are an accurate record of the expenses.
I declare under penalty of perjury that the foregoing is true and correct. Executed this 1Oth
day of January, 2013, at San Diego, California.
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Case 1:07-cv-10329-RJS Document 122 Filed 01/10/13 Page 13 of 14
CERTIFICATE OF SERVICE
I hereby certify that on January 10, 2013, I authorized the electronic filing of the foregoing
with the Clerk of the Court using the CM/ECF system which will send notification of such filing to
the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CM/ECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on January 10, 2013.
s/ Tor Gronborg
TOR GRONBORG
ROBBINS GELLER RUDMAN
&DOWDLLP
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Telephone: 619/231-1058
619/231-7423 (fax)
E-mail:TorG@rgrdlaw.com
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Page 1 of 1
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• Rae Caroline Adams
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Case 1:07-cv-10329-RJS Document 122-1 Filed 01/10/13 Page 1 of 96
EXHIBIT A

Case 1:07-cv-10329-RJS Document 122-1 Filed 01/10/13 Page 2 of 96
ROBBINS GELLER RUDMAN & DOWD LLP
Robbins Geller Rudman & Dowd LLP (the “Firm”) is a 180-lawyer firm with offices in
Atlanta, Boca Raton, Chicago, Melville, New York, San Diego, San Francisco, Philadelphia
and Washington, D.C. (www.rgrdlaw.com). The Firm is actively engaged in complex
litigation, emphasizing securities, consumer, insurance, healthcare, human rights,
employment discrimination and antitrust class actions. The Firm’s unparalleled experience
and capabilities in these fields are based upon the talents of its attorneys, who have
successfully prosecuted thousands of class action lawsuits.
This successful track record stems from our experienced attorneys, including many who left
partnerships at other firms or came to the Firm from federal, state and local law
enforcement and regulatory agencies, including dozens of former prosecutors and SEC
attorneys. The Firm also includes more than 25 former federal and state judicial clerks.
The Firm currently represents more institutional investors, including public and multiemployer
pension funds and domestic and international financial institutions, in securities
and corporate litigation than any other firm in the United States.
The Firm is committed to practicing law with the highest level of integrity and in an ethical
and professional manner. We are a diverse firm with lawyers and staff from all walks of life.
Our lawyers and other employees are hired and promoted based on the quality of their
work and their ability to enhance our team and treat others with respect and dignity.
Evaluations are never influenced by one’s background, gender, race, religion or ethnicity.
We also strive to be good corporate citizens and to work with a sense of global
responsibility. Contributing to our communities and our environment is important to us. We
raised hundreds of thousands of dollars in aid for the victims of Hurricane Katrina and we
often take cases on a pro bono basis. We are committed to the rights of workers and to the
extent possible, we contract with union vendors. We care about civil rights, workers’ rights
and treatment, workplace safety and environmental protection. Indeed, while we have built
a reputation as the finest securities and consumer class action law firm in the nation, our
lawyers have also worked tirelessly in less high-profile, but no less important, cases
involving human rights.
SECURITIES FRAUD
PRACTICE AREAS
As recent corporate scandals demonstrate clearly, it has become all too common for
companies and their executives – often with the help of their advisors, such as bankers,
lawyers and accountants – to manipulate the market price of their securities by misleading
the public about the company’s financial condition or prospects for the future. This
misleading information has the effect of artificially inflating the price of the company’s
securities above their true value. When the underlying truth is eventually revealed, the
prices of these securities plummet, harming those innocent investors who relied upon the
company’s misrepresentations.
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Robbins Geller Rudman & Dowd LLP is the leader in the fight to provide investors with
relief from corporate securities fraud. We utilize a wide range of federal and state laws to
provide investors with remedies, either by bringing a class action on behalf of all affected
investors or, where appropriate, by bringing individual cases.
The Firm’s reputation for excellence has been repeatedly noted by courts and has resulted
in the appointment of Firm attorneys to lead roles in hundreds of complex class-action
securities and other cases. In the securities area alone, the Firm’s attorneys have been
responsible for a number of outstanding recoveries on behalf of investors. Currently,
Robbins Geller Rudman & Dowd LLP attorneys are lead or named counsel in
approximately 500 securities class action or large institutional-investor cases. Some current
and past cases include:
• In re Enron Corp. Sec. Litig., No. H-01-3624 (S.D. Tex.). Investors lost
billions of dollars as a result of the massive fraud at Enron. In appointing
Robbins Geller Rudman & Dowd LLP lawyers as sole lead counsel to
represent the interests of Enron investors, the court found that the Firm’s
zealous prosecution and level of “insight” set it apart from its peers. Robbins
Geller Rudman & Dowd LLP attorneys and lead plaintiff The Regents of the
University of California aggressively pursued numerous defendants, including
many of Wall Street’s biggest banks, and successfully obtained settlements
in excess of $7.2 billion for the benefit of investors. This is the largest
aggregate class action settlement not only in a securities class action,
but in class action history.
• In re UnitedHealth Grp. Inc. PSLRA Litig., No. 06-CV-1691 (D. Minn.). In
the UnitedHealth case, Robbins Geller Rudman & Dowd LLP represented the
California Public Employees’ Retirement System (“CalPERS”) and
demonstrated its willingness to vigorously advocate for its institutional clients,
even under the most difficult circumstances. For example, in 2006, the issue
of high-level executives backdating stock options made national headlines.
During that time, many law firms, including Robbins Geller Rudman & Dowd
LLP, brought shareholder derivative lawsuits against the companies’ boards
of directors for breaches of their fiduciary duties or for improperly granting
backdated options. Rather than pursuing a shareholder derivative case, the
Firm filed a securities fraud class action against the company on behalf of
CalPERS. In doing so, Robbins Geller Rudman & Dowd LLP faced significant
and unprecedented legal obstacles with respect to loss causation, i.e., that
defendants’ actions were responsible for causing the stock losses. Despite
these legal hurdles, Robbins Geller Rudman & Dowd LLP obtained an $895
million recovery on behalf of the UnitedHealth shareholders. Shortly after
reaching the $895 million settlement with UnitedHealth, the remaining
corporate defendants, including former CEO William A. McGuire, also settled.
Mr. McGuire paid $30 million and returned stock options representing more
than three million shares to the shareholders. The total recovery for the class
was over $925 million, the largest stock option backdating recovery ever, and
a recovery which is more than four times larger than the next largest
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options backdating recovery. Moreover, Robbins Geller Rudman & Dowd
LLP obtained unprecedented corporate governance reforms, including
election of a shareholder-nominated member to the company’s board of
directors, a mandatory holding period for shares acquired by executives via
option exercise, and executive compensation reforms which tie pay to
performance.
• Jaffe v. Household Int’l, Inc., No. 02-C-05893 (N.D. Ill.). Sole lead counsel
Robbins Geller Rudman & Dowd LLP obtained a jury verdict on May 7, 2009,
following a six-week trial in the Northern District of Illinois, on behalf of a
class of investors led by plaintiffs PACE Industry Union-Management
Pension Fund, the International Union of Operating Engineers, Local No. 132
Pension Plan, and Glickenhaus & Company. The jury determined that
Household and the individual defendants made fraudulent
misrepresentations concerning the company’s predatory lending practices,
the quality of its loan portfolio, and the company’s financial results between
March 23, 2001 and October 11, 2002. Although certain post-trial
proceedings are ongoing, plaintiffs’ counsel anticipate that the verdict will
ultimately allow class members to recover in excess of $1 billion in damages.
Since the enactment of the PSLRA in 1995, trials in securities fraud cases
have been rare. According to published reports, only nine such cases have
gone to verdict since the passage of the PSLRA.
• Alaska Elec. Pension Fund v. CitiGroup, Inc. (In re WorldCom Sec.
Litig.), No. 03 Civ. 8269 (S.D.N.Y.). Robbins Geller Rudman & Dowd LLP
attorneys represented more than 50 private and public institutions that opted
out of the class action case and sued WorldCom’s bankers, officers and
directors, and auditors in courts around the country for losses related to
WorldCom bond offerings from 1998 to 2001. The Firm’s clients included
major public institutions from across the country such as CalPERS,
CalSTRS, the state pension funds of Maine, Illinois, New Mexico and West
Virginia, union pension funds, and private entities such as AIG and
Northwestern Mutual. Robbins Geller Rudman & Dowd LLP attorneys
recovered more than $650 million for their clients on the May 2000 and May
2001 bond offerings (the primary offerings at issue), substantially more than
they would have recovered as part of the class.
• In re Cardinal Health, Inc. Sec. Litig., No. C2-04-575 (S.D. Ohio). As sole
lead counsel representing Cardinal Health shareholders, Robbins Geller
Rudman & Dowd LLP obtained a recovery of $600 million for investors. On
behalf of the lead plaintiffs, Amalgamated Bank, the New Mexico State
Investment Council, and the California Ironworkers Field Trust Fund, the Firm
aggressively pursued class claims and won notable courtroom victories,
including a favorable decision on defendants’ motion to dismiss. In re
Cardinal Health, Inc. Sec. Litigs., 426 F. Supp. 2d 688 (S.D. Ohio 2006). At
the time, the $600 million settlement was the tenth-largest settlement in the
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history of securities fraud litigation and is the largest-ever recovery in a
securities fraud action in the Sixth Circuit.
• AOL Time Warner Cases I & II, JCCP Nos. 4322 & 4325 (Cal. Super. Ct.,
Los Angeles County). Robbins Geller Rudman & Dowd LLP represented The
Regents of the University of California, six Ohio state pension funds, Rabo
Bank (NL), the Scottish Widows Investment Partnership, several Australian
public and private funds, insurance companies, and numerous additional
institutional investors, both domestic and international, in state and federal
court opt-out litigation stemming from Time Warner’s disastrous 2001 merger
with Internet high flier America Online. Robbins Geller Rudman & Dowd LLP
attorneys exposed a massive and sophisticated accounting fraud involving
America Online’s e-commerce and advertising revenue. After almost four
years of litigation involving extensive discovery, the Firm secured combined
settlements for its opt-out clients totaling over $629 million just weeks before
The Regents’ case pending in California state court was scheduled to go to
trial. The Regents’ gross recovery of $246 million is the largest individual optout
securities recovery in history.
• In re HealthSouth Corp. Sec. Litig., No. CV-03-BE-1500-S (N.D. Ala.). As
court-appointed co-lead counsel, Robbins Geller Rudman & Dowd LLP
attorneys obtained a combined recovery of $671 million from HealthSouth, its
auditor Ernst & Young, and its investment banker, UBS, for the benefit of
stockholder plaintiffs. The settlement against HealthSouth represents one of
the larger settlements in securities class action history and is considered
among the top 15 settlements achieved after passage of the PSLRA.
Likewise, the settlement against Ernst & Young is one of the largest
securities class action settlements entered into by an accounting firm since
the passage of the PSLRA. HealthSouth and its financial advisors
perpetrated one of the largest and most pervasive frauds in the history of
U.S. healthcare, prompting Congressional and law enforcement inquiry and
resulting in guilty pleas of 16 former HealthSouth executives in related
federal criminal prosecutions.
• In re Dynegy Inc. Sec. Litig., No. H-02-1571 (S.D. Tex.). As sole lead
counsel representing The Regents of the University of California and the
class of Dynegy investors, Robbins Geller Rudman & Dowd LLP attorneys
obtained a combined settlement of $474 million from Dynegy, Citigroup, Inc.
and Arthur Andersen LLP for their involvement in a clandestine financing
scheme known as Project Alpha. Given Dynegy’s limited ability to pay,
Robbins Geller Rudman & Dowd LLP attorneys structured a settlement
(reached shortly before the commencement of trial) that maximized plaintiffs’
recovery without bankrupting the company. Most notably, the settlement
agreement provides that Dynegy will appoint two board members to be
nominated by The Regents, which Robbins Geller Rudman & Dowd LLP and
The Regents believe will benefit all of Dynegy’s stockholders.
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• In re Qwest Commc’ns Int’l, Inc. Sec. Litig., No. 01-cv-1451 (D. Colo.).
Robbins Geller Rudman & Dowd LLP attorneys served as lead counsel for a
class of investors that purchased Qwest securities. In July 2001, the Firm
filed the initial complaint in this action on behalf of its clients, long before any
investigation into Qwest’s financial statements was initiated by the SEC or
Department of Justice. After five years of litigation, lead plaintiffs entered into
a settlement with Qwest and certain individual defendants that provided a
$400 million recovery for the class and created a mechanism that allowed the
vast majority of class members to share in an additional $250 million
recovered by the SEC. In 2008, Robbins Geller Rudman & Dowd LLP
attorneys recovered an additional $45 million for the class in a settlement
with defendants Joseph P. Nacchio and Robert S. Woodruff, the CEO and
CFO, respectively, of Qwest during large portions of the class period.
• In re AT&T Corp. Sec. Litig., MDL No. 1399 (D.N.J.). Robbins Geller
Rudman & Dowd LLP attorneys served as lead counsel for a class of
investors that purchased AT&T common stock. The case charged defendants
AT&T and its former Chairman and CEO, C. Michael Armstrong, with
violations of the federal securities laws in connection with AT&T’s April 2000
initial public offering of its wireless tracking stock, the largest IPO in American
history. After two weeks of trial, and on the eve of scheduled testimony by
Armstrong and infamous telecom analyst Jack Grubman, defendants agreed
to settle the case for $100 million. In granting approval of the settlement, the
court stated the following about the Robbins Geller Rudman & Dowd LLP
attorneys handling the case:
Lead Counsel are highly skilled attorneys with great experience
in prosecuting complex securities action[s], and their
professionalism and diligence displayed during [this] litigation
substantiates this characterization. The Court notes that Lead
Counsel displayed excellent lawyering skills through their
consistent preparedness during court proceedings, arguments
and the trial, and their well-written and thoroughly researched
submissions to the Court. Undoubtedly, the attentive and
persistent effort of Lead Counsel was integral in achieving the
excellent result for the Class.
In re AT&T Corp. Sec. Litig., MDL No. 1399, 2005 U.S. Dist. LEXIS 46144, at
*28-*29 (D.N.J. Apr. 25, 2005), aff’d, 455 F.3d 160 (3d Cir. 2006).
• In re Dollar General Corp. Sec. Litig., No. 01-CV-00388 (M.D. Tenn.).
Robbins Geller Rudman & Dowd LLP attorneys served as lead counsel in
this case in which the Firm recovered $172.5 million for investors. The Dollar
General settlement was the largest shareholder class action recovery ever in
Tennessee.
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• Carpenters Health & Welfare Fund v. Coca-Cola Co., No. 00-CV-2838
(N.D. Ga.). As co-lead counsel representing Coca-Cola shareholders,
Robbins Geller Rudman & Dowd LLP attorneys obtained a recovery of
$137.5 million after nearly eight years of litigation. Robbins Geller Rudman &
Dowd LLP attorneys traveled to three continents to uncover the evidence that
ultimately resulted in the settlement of this hard-fought litigation. The case
concerned Coca-Cola’s shipping of excess concentrate at the end of financial
reporting periods for the sole purpose of meeting analyst earnings
expectations, as well as the company’s failure to properly account for certain
impaired foreign bottling assets.
• Schwartz v. TXU Corp., No. 02-CV-2243 (N.D. Tex). As co-lead counsel,
Robbins Geller Rudman & Dowd LLP attorneys obtained a recovery of over
$149 million for a class of purchasers of TXU securities. The recovery
compensated class members for damages they incurred as a result of their
purchases of TXU securities at inflated prices. Defendants had inflated the
price of these securities by concealing the fact that TXU’s operating earnings
were declining due to a deteriorating gas pipeline and the failure of the
company’s European operations.
• Thurber v. Mattel, Inc., No. 99-CV-10368 (C.D. Cal.). Robbins Geller
Rudman & Dowd LLP attorneys served as co-lead counsel for a class of
investors who purchased Mattel common stock. When the shareholders
approved Mattel’s acquisition of The Learning Company, they were misled by
defendants’ false statements regarding the financial condition of the acquired
company. Within months of the close of the transaction, Mattel disclosed that
The Learning Company had incurred millions in losses, and that instead of
adding to Mattel’s earnings, earnings would be far less than previously
stated. After thorough discovery, Robbins Geller Rudman & Dowd LLP
attorneys negotiated a settlement of $122 million plus corporate governance
changes.
• Brody v. Hellman (U.S. West Dividend Litigation), No. 00-CV-4142 (Dist.
Ct. for the City & Cty. of Denver, Colo.). Robbins Geller Rudman & Dowd
LLP attorneys were court-appointed counsel for the class of former
stockholders of U.S. West, Inc. who sought to recover a dividend declared by
U.S. West before its merger with Qwest. The merger closed before the
record and payment dates for the dividend, which Qwest did not pay
following the merger. The case was aggressively litigated and the plaintiffs
survived a motion to dismiss, two motions for summary judgment and
successfully certified the class over vigorous opposition from defendants. In
certifying the class, the court commented, “Defendants do not contest that
Plaintiffs’ attorneys are extremely well qualified to represent the putative
class. This litigation has been ongoing for four years; in that time Plaintiffs’
counsel has proven that they are more than adequate in ability,
determination, and resources to represent the putative class.” The case
settled for $50 million on the day before trial was scheduled to commence. At
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the August 30, 2005 final approval hearing relating to the settlement, the
court noted that the case “was litigated by extremely talented lawyers on both
sides” and that the settlement was “a great result.” In describing the risk
taken by the Firm and its co-counsel, the court noted, “There wasn’t any
other lawyer[] in the United States that took the gamble that these people did.
Not one other firm anywhere said I’m willing to take that on. I’ll go five years.
I’ll pay out the expenses. I’ll put my time and effort on the line.” In discussing
the difficulties facing the Firm in this case, the court said, “There wasn’t any
issue that wasn’t fought. It took a great deal of skill to get to the point of trial.”
In concluding, the court remarked that the class was “fortunate they had
some lawyers that had the guts to come forward and do it.”
Robbins Geller Rudman & Dowd LLP’s Securities Department includes dozens of former
federal and state prosecutors and trial attorneys. The Firm’s securities practice is also
strengthened by the existence of a strong Appellate Department, whose collective work has
established numerous legal precedents. The Securities Department also utilizes an
extensive group of in-house economic and damage analysts, investigators and forensic
accountants to aid in the prosecution of complex securities issues.
CORPORATE GOVERNANCE
While obtaining monetary recoveries for our clients is our primary focus, Robbins Geller
Rudman & Dowd LLP attorneys have also been at the forefront of securities fraud
prevention. The Firm’s prevention efforts are focused on creating important changes in
corporate governance, either as part of the global settlements of derivative and class cases
or through court orders. Recent cases in which such changes were made include:
• In re UnitedHealth Grp. Inc. PSLRA Litig., No. 06-CV-1691 (D. Minn.). In
the UnitedHealth case, our client, CalPERS, obtained sweeping corporate
governance improvements, including the election of a shareholder-nominated
member to the company’s board of directors, a mandatory holding period for
shares acquired by executives via option exercises, as well as executive
compensation reforms which tie pay to performance. These corporate
governance reforms were obtained in addition to a $925 million cash
recovery for UnitedHealth shareholders, the largest stock option backdating
recovery ever. The recovery included $30 million paid to the class by the
CEO out of his own pocket.
• Pirelli Armstrong Tire Corp. Retiree Med. Benefits Trust v. Hanover
Compressor Co., No. H-02-0410 (S.D. Tex.). Groundbreaking corporate
governance changes obtained include: direct shareholder nomination of two
directors; mandatory rotation of the outside audit firm; two-thirds of the board
required to be independent; audit and other key committees to be filled only
by independent directors; and creation and appointment of lead independent
director with authority to set up board meetings.
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• In re Sprint Corp. S’holder Litig., No. 00-CV-230077 (Mo. Cir. Ct., Jackson
County). In connection with the settlement of a derivative action involving
Sprint Corporation, the company adopted over 60 new corporate governance
provisions which, among other things, established a truly independent board
of directors and narrowly defines “independence” to eliminate cronyism
between the board and top executives; required outside board directors to
meet at least twice a year without management present; created an
independent director who will hold the authority to set the agenda, a power
previously reserved for the CEO; and imposed new rules to prevent directors
and officers from vesting their stock on an accelerated basis.
• Teachers’ Ret. Sys. of La. v. Occidental Petroleum Corp., No. BC185009
(Cal. Super. Ct., Los Angeles County). As part of the settlement, corporate
governance changes were made to the composition of the company’s board
of directors, the company’s nominating committee, compensation committee
and audit committee.
• Barry v. E*Trade Grp., Inc., No. CIV419804 (Cal. Super. Ct., San Mateo
County). In connection with settlement of derivative suit, excessive
compensation of the company’s CEO was eliminated (reduced salary from
$800,000 to zero; bonuses reduced and to be repaid if company restates
earnings; reduction of stock option grant; and elimination of future stock
option grants) and important governance enhancements were obtained,
including the appointment of a new unaffiliated outside director as chair of
board’s compensation committee.
Through these efforts, Robbins Geller Rudman & Dowd LLP has been able to create
substantial shareholder guarantees to prevent future securities fraud. The Firm works
closely with noted corporate governance consultant Robert Monks and his firm, LENS
Governance Advisors, to shape corporate governance remedies for the benefit of investors.
SHAREHOLDER DERIVATIVE LITIGATION
The Firm’s shareholder derivative practice is focused on preserving corporate assets,
restoring accountability, improving transparency, strengthening the shareholder
franchise and protecting long-term investor value. Often brought by large institutional
investors, these actions typically address executive malfeasance that resulted in violations
of the nation’s securities, environmental, labor, health & safety and wage & hour laws,
coupled with self-dealing. Corporate governance therapeutics recently obtained in the
following actions were valued by the market in the billions of dollars:
• Unite Nat’l Ret. Fund v. Watts (Royal Dutch Shell Derivative Litigation),
No. 04-CV-3603 (D.N.J.). Successfully prosecuted and settled a shareholder
derivative action on behalf of the London-based Royal Dutch Shell plc,
achieving very unique and quite valuable transatlantic corporate governance
reforms. The suit, filed June 25, 2004, charged that misconduct by
executives and board members that resulted in four separate misstatements
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of Shell’s oil and gas reserves – which collectively erased billions of gallons
of previously improperly reported “proven reserves” – was due in large part to
inadequate internal controls. To settle the derivative litigation, the complicit
executives agreed to:
• Improved Governance Standards: The Dutch and English Company
committed to changes that extend well beyond the corporate
governance requirements of the New York Stock Exchange listing
requirements, while preserving the important characteristics of Dutch
and English corporate law.
• Board Independence Standards: Shell agreed to a significant
strengthening of the company’s board independence standards and a
requirement that a majority of its board members qualify as
independent under those rigorous standards.
• Stock Ownership Requirements: The company implemented
enhanced director stock ownership standards and adopted a
requirement that Shell’s officers or directors hold stock options for two
years before exercising them.
• Improved Compensation Practices: Cash incentive compensation
plans for Shell’s senior management must now be designed to link
pay to performance and prohibit the payment of bonuses based on
reported levels of hydrocarbon reserves.
• Full Compliance with U.S. GAAP: In addition to international
accounting standards, Shell agreed to comply in all respects with the
Generally Accepted Accounting Principles of the United States.
• Alaska Electrical Pension Fund v. Brown (EDS Derivative Litigation), No.
6:04-CV-0464 (E.D. Tex.). Prosecuted shareholder derivative action on
behalf of Electronic Data Systems Corporation alleging EDS’s senior
executives breached their fiduciary duties by improperly using percentage-ofcompletion
accounting to inflate EDS’s financial results, by improperly
recognizing hundreds of millions of dollars in revenue and concealing millions
of dollars in losses on its contract with the U.S. Navy Marine Corps, by failing
in their oversight responsibilities, and by making and/or permitting material,
false and misleading statements to be made concerning EDS’s business
prospects, financial condition and expected financial results in connection
with EDS’s contracts with the U.S. Navy Marine Corps and WorldCom. In
settlement of the action, EDS agreed, among other provisions, to:
• limits on the number of current EDS employees that may serve as
board members and limits on the number of non-independent
directors;
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• limits on the number of other boards on which independent directors
may serve;
• requirements for the compensation and benefits committee to retain
an independent expert consultant to review executive officer
compensation;
• formalize certain responsibilities of the audit committee in connection
with its role of assisting the board of directors in its oversight of the
integrity of the company’s financial statements;
• a requirement for new directors to complete an orientation program,
which shall include information about principles of corporate
governance;
• a prohibition on repricing stock options at a lower exercise price
without shareholder approval;
• change of director election standards from a plurality standard to a
majority vote standard;
• change from classified board to annual election of directors;
• elimination of all supermajority voting requirements;
• a termination of rights plan; and
• adopt corporate governance guidelines, including: requirement that a
substantial majority of directors be outside, independent directors with
no significant financial or personal tie to EDS; that all board
committees be composed entirely of independent directors; and other
significant additional practices and policies to assist the board in the
performance of its duties and the exercise of its responsibilities to
shareholders.
• In re BP p.l.c. Derivative Litig., No. 3AN-06-11929CI (Alaska Super. Ct.).
Successfully prosecuted a shareholder derivative action on behalf of the
London-based BP plc. The action, filed in late 2006, arose out of the
misconduct of certain of BP’s officers and directors whose gross dereliction
of duty and failure to oversee BP’s U.S. operations exposed the company to
significant criminal and civil liability in connection with the 2005 Texas City
refinery explosion (where 15 workers were killed and 170 more were injured),
the 2006 Prudhoe Bay oil spill (where 200,000 gallons of crude were spilled
on the Alaska tundra) and the Federal Commodities Trade Commission
energy trading manipulation charges (where BP and its traders were charged
with intentionally inflating the price of propane, the primary heating source in
the northeastern United States). BP ultimately pled guilty to several felony
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and misdemeanor criminal charges, paid over $373 million in criminal fines
and penalties and agreed to serve five years felony corporate probation, and
paid over $2 billion in civil damages for its failure to properly fund or oversee
maintenance and operations at its U.S. facilities. As part of the settlement of
the shareholder derivative action, BP agreed to:
• Improved Operational Safety Oversight in the United States: BP
adopted a six-point plan to enhance the operational integrity and
safety oversight function; formed two new board-level operations
committees to facilitate the flow of important safety and operations
information; put in place a new management team in Alaska; and
improved oversight responsibility over compliance, safety and
operational integrity at BP’s U.S. operations.
• Increased Shareholder Input: BP agreed to hold annual meetings with
the company’s top 20 shareholders – including ADR holders – to
engage in discussions concerning BP’s ongoing commitment to good
corporate governance.
• Site Inspections: BP agreed to facilitate regular visits for BP board
members to the company’s operational sites around the globe.
• Safety as an Executive Compensation Metric: BP agreed to include
operational health, safety and environmental performance in the
principles used to calculate performance pay for executives.
• Strengthened the Shareholder Voting Franchise: BP agreed to take
measures to improve shareholder access to the proxy, webcast the
annual shareholder meeting and remove impediments that prevent
ADR holders from putting up resolutions at the annual meeting.
Robbins Geller Rudman & Dowd LLP lawyers are also currently prosecuting shareholder
derivative actions against executives at several companies charged with violating the
Foreign Corrupt Practices Act and have obtained an injunction preventing the recipient of
the illegally paid bribe payments at one prominent international arms manufacturer from
removing those funds from the United States while the action is pending. In another
ongoing action, Robbins Geller Rudman & Dowd LLP lawyers are prosecuting audit
committee members who knowingly authorized the payment of illegal “security payments”
to a terrorist group though expressly prohibited by U.S. law. As artificial beings,
corporations only behave – or misbehave – as their directors and senior executives let
them. So they are only as valuable as their corporate governance. Shareholder derivative
litigation enhances value by allowing shareholder-owners to replace chaos and self-dealing
with accountability.
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CORPORATE TAKEOVER LITIGATION
Robbins Geller Rudman & Dowd LLP has earned a reputation as the leading law firm in
representing shareholders in corporate takeover litigation. Through its aggressive efforts in
prosecuting corporate takeovers, the Firm has secured for shareholders billions of dollars of
additional consideration as well as beneficial changes for shareholders in the context of
mergers and acquisitions.
The Firm regularly prosecutes merger and acquisition cases post-merger, often through
trial, to maximize the benefit for its shareholder class. Some of these cases include:
• In re Del Monte Foods Co. S’holders Litig., No. 6027-VCL (Del. Ch.).
Robbins Geller Rudman & Dowd LLP exposed the unseemly practice by
investment bankers of participating on both sides of large merger and
acquisition transactions and ultimately secured an $89 million settlement for
shareholders of Del Monte. This is one of, if not the largest, shareholder
settlements challenging a merger in a Delaware court. Del Monte
shareholders challenged the 2010 $5.3 billion buyout of the food company,
charging that Del Monte adviser Barclays Capital was also financing the
buyers – a practice known as “staple financing,” where the seller’s bank
steers the acquisition by lending money to a favored buyer to obtain buy-side
financing fees. For efforts in achieving these results, the Robbins Geller
lawyers prosecuting the case were named Attorneys of the Year by California
Lawyer magazine in 2012.
• In re Kinder Morgan, Inc. S’holders Litig., No. 06-C-801 (Kan. Dist. Ct.,
Shawnee County). In the largest recovery ever for corporate takeover
litigation, the firm negotiated a settlement fund of $200 million in 2010. As colead
counsel, the Firm represented former shareholders for Kinder Morgan,
Inc., challenging a management-led buyout announced in 2006. Following
settlement, the court noted: “Throughout this litigation, the Court has found
that Lead Plaintiff’s Counsel have zealously rendered legal services in a
professional and skillful manner. Moreover, it is important to recognize that
this action was vigorously defended by attorneys with substantial experience
and expertise in complex litigation, including class actions. Despite facing
significant factual and legal hurdles, Lead Plaintiff’s Counsel were ultimately
successful in negotiating a large settlement on behalf of the Class Members.”
• In re Chaparral Resources, Inc. S’holders Litig., No. 2633-VCL (Del. Ch.).
After a full trial and a subsequent mediation before the Delaware Chancellor,
the Firm obtained a common fund settlement of $41 million (or 45% increase
above merger price) for both class and appraisal claims. The Delaware Vice
Chancellor who presided over the trial noted that “the performance was
outstanding, and frankly, without the efforts of counsel, nothing would have
been achieved. The class would have gotten zero. I don’t think that can be
more clear.”
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• In re TD Banknorth S’holders Litig., No. 2557-VCL (Del. Ch.). After
objecting to a modest recovery of just a few cents per share, the Firm took
over the litigation and obtained a common fund settlement of $50 million. The
Delaware Vice Chancellor who presided over the case expressly noted that
“through the sheer diligence and effort of plaintiffs’ counsel,” the Firm’s efforts
“resulted in substantial awards for plaintiffs, after overcoming serious
procedural and other barriers.”
• In re eMachines, Inc. Merger Litig., No. 01-CC-00156 (Cal. Super. Ct.,
Orange County). After four years of litigation, the Firm secured a common
fund settlement of $24 million on the brink of trial.
• In re Prime Hospitality, Inc. S’holders Litig., No. 652-N (Del. Ch.). The
Firm objected to a settlement that was unfair to the class and proceeded to
litigate breach of fiduciary duty issues involving a sale of hotels to a private
equity firm. The litigation yielded a common fund of $25 million for
shareholders. The Delaware Chancellor presiding over the case noted that
“had it not been for the intervention of [Robbins Geller Rudman & Dowd LLP]
. . . there would not have been a settlement that would have generated actual
cash for the shareholders. . . . That’s quite an achievement . . . .”
• In re Dollar Gen. Corp. S’holder Litig., No. 07MD-1 (Tenn. Cir. Ct.,
Davidson County). As lead counsel, the Firm secured a recovery of up to $57
million in cash for former Dollar General shareholders on the eve of trial.
• In re UnitedGlobalCom, Inc. S’holder Litig., No. 1012-VCS (Del. Ch.). The
Firm secured a common fund settlement of $25 million just weeks before
trial.
Robbins Geller Rudman & Dowd LLP has also obtained significant benefits for
shareholders, including increases in consideration and significant improvements to merger
terms. Some of these cases include:
• Harrah’s Entertainment, No. A529183 (Nev. Dist. Ct., Clark County). The
Firm’s active prosecution of the case on several fronts, both in federal and
state court, assisted Harrah’s shareholders in securing an additional $1.65
billion in merger consideration.
• In re Chiron S’holder Deal Litig., No. RG 05-230567 (Cal. Super. Ct.,
Alameda County). The Firm’s efforts helped to obtain an additional $800
million in increased merger consideration for Chiron shareholders.
• In re PeopleSoft, Inc. S’holder Litig., No. RG-03100291 (Cal. Super. Ct.,
Alameda County). The Firm successfully objected to a proposed compromise
of class claims arising from takeover defenses by PeopleSoft, Inc. to thwart
an acquisition by Oracle Corp., resulting in shareholders receiving an
increase of over $900 million in merger consideration.
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• ACS S’holder Litig., No. CC-09-07377-C (Tex. County Ct., Dallas County).
The Firm forced ACS’s acquirer, Xerox, to make significant concessions by
which shareholders would not be locked out of receiving more money from
another buyer. The New York Times Deal Professor deemed this result both
“far reaching” and “unprecedented.”
OPTIONS BACKDATING LITIGATION
As has been widely reported in the media, the stock options backdating scandal suddenly
engulfed hundreds of publicly traded companies throughout the country. Robbins Geller
Rudman & Dowd LLP was at the forefront of investigating and prosecuting options
backdating derivative and securities cases. Robbins Geller Rudman & Dowd LLP lawyers
have recovered over $1 billion in damages on behalf of injured companies and
shareholders. Robbins Geller Rudman & Dowd LLP attorneys have served as lead counsel
in several large stock option backdating actions, including actions involving Affiliated
Computer Services, Extreme Networks, Inc., KLA-Tencor Corp., KB Home, Inc., Marvell
Technology Group, Inc., McAfee, Inc. and UnitedHealth Group, Inc.
• In re PMC-Sierra, Inc. Derivative Litig., No. C-06-05330 (N.D. Cal.). As
lead counsel for lead plaintiff, Robbins Geller Rudman & Dowd LLP obtained
substantial relief for nominal party PMC-Sierra in the form of extensive
corporate governance measures, including improved stock option granting
practices and procedures and an executive compensation “claw-back” in the
event of a future restatement.
• In re KLA-Tencor Corp. S’holder Derivative Litig., No. C-06-03445 (N.D.
Cal.). After successfully opposing the special litigation committee of the
board of directors’ motion to terminate the derivative claims, Robbins Geller
Rudman & Dowd LLP recovered $43.6 million in direct financial benefits for
KLATencor, including $33.2 million in cash payments by certain former
executives and their directors’ and officers’ insurance carriers.
• In re Marvell Technology Grp. Ltd. Derivative Litig., No. C-06-03894 (N.D.
Cal.). In this stock option backdating derivative action, Robbins Geller
Rudman & Dowd LLP recovered $54.9 million in financial benefits, including
$14.6 million in cash, for Marvell, in addition to extensive corporate
governance reforms related to Marvell’s stock option granting practices,
board of directors’ procedures and executive compensation. At the time, the
recovery in Marvell represented one of the largest of its kind in shareholder
derivative actions.
• In re KB Home S’holder Derivative Litig., No. 06-CV-05148 (C.D. Cal.).
Robbins Geller Rudman & Dowd LLP served as co-lead counsel for the
plaintiffs and recovered more than $31 million in financial benefits, including
$21.5 million in cash, for KB Home, plus substantial corporate governance
enhancements relating to KB Home’s stock option granting practices, director
elections and executive compensation practices.
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INSURANCE
• In re Affiliated Computer Servs. Derivative Litig., No. 06-CV-1110 (N.D.
Tex.). Robbins Geller Rudman & Dowd LLP served as counsel for the federal
plaintiffs. After defeating the defendants’ dismissal motions and opposing the
special litigation committee of the board of directors’ motion to terminate the
federal derivative claims, Robbins Geller Rudman & Dowd LLP recovered
$30 million in cash for Affiliated Computer Services. This amount exceeded
the cash recovery anticipated for the company in the settlement negotiated
by the special litigation committee in a parallel state court stock option
backdating proceeding.
• In re Ditech Networks, Inc. Derivative Litig., No. C-06-05157 (N.D. Cal.).
Robbins Geller Rudman & Dowd LLP served as co-lead counsel for plaintiffs
in this stock option backdating derivative action. The prosecution and
settlement of the action resulted in the adoption of substantial corporate
governance measures designed to enhance Ditech Network’s stock option
granting practices and improve the overall responsiveness of the Ditech
Networks’ board to shareholder concerns.
• In re F5 Networks, Inc. Derivative Litig., No. 81817-7 (Wash. Sup. Ct.).
Robbins Geller Rudman & Dowd LLP represented the plaintiffs in this
precedent-setting stock option backdating derivative action. Adopting the
plaintiffs’ arguments, the Washington Supreme Court unanimously held that
shareholders of Washington corporations need not make a pre-suit litigation
demand upon the board of directors where such a demand would be a futile
act. The Washington Supreme Court also adopted Delaware’s less-stringent
pleading standard for establishing backdating and futility of demand in a
shareholder derivative action, as urged by the plaintiffs.
Fraud and collusion in the insurance industry by executives, agents, brokers, lenders and
others is one of the most costly crimes in the United States. Some experts have estimated
the annual cost of white collar crime in the insurance industry to be over $120 billion
nationally. Recent legislative proposals seek to curtail anti-competitive behavior within the
industry. However, in the absence of comprehensive regulation, Robbins Geller Rudman &
Dowd LLP has played a critical role as private attorney general in protecting the rights of
consumers against insurance fraud and other unfair business practices within the insurance
industry.
Robbins Geller Rudman & Dowd LLP attorneys were among the first to expose illegal and
improper bid-rigging and kickbacks between insurance companies and brokers. The Firm is
a leader in representing businesses, individuals, school districts, counties and the State of
California in numerous actions in state and federal courts nationwide to stop these
practices. To date, the Firm has helped recover over $200 million on behalf of insureds.
Robbins Geller Rudman & Dowd LLP attorneys have long been at the forefront of litigating
race discrimination issues within the life insurance industry. For example, the Firm has
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fought the practice by certain insurers of charging African-Americans and other people of
color more for life insurance than similarly situated Caucasians. The Firm recovered over
$400 million for African-Americans and other minorities as redress for civil rights abuses,
including landmark recoveries in McNeil v. American General Life & Accident Insurance
Company; Thompson v. Metropolitan Life Insurance Company; and Williams v. United
Insurance Company of America.
The Firm’s attorneys fight on behalf of elderly victims targeted for the sale of deferred
annuity products with hidden sales loads and illusory bonus features. Sales agents for life
insurance companies such as Allianz Life Insurance Company of North America, Midland
National Life Insurance Company, and National Western Life Insurance Company have
targeted senior citizens for these annuities with lengthy investment horizons and high sales
commissions. The Firm has recovered millions of dollars for elderly victims and seeks to
ensure that senior citizens are afforded full and accurate information regarding deferred
annuities.
Robbins Geller Rudman & Dowd LLP attorneys also stopped the fraudulent sale of life
insurance policies based on misrepresentations about how the life insurance policy would
perform, the costs of the policy, and whether premiums would “vanish.” Purchasers were
also misled about the financing of a new life insurance policy, falling victim to a
“replacement” or “churning” sales scheme where they were convinced to use loans, partial
surrenders or withdrawals of cash values from an existing permanent life insurance policy
to purchase a new policy.
• Brokerage “Pay to Play” Cases. On behalf of individuals, governmental
entities, businesses, and non-profits, Robbins Geller Rudman & Dowd LLP
has sued the largest commercial and employee benefit insurance brokers
and insurers for unfair and deceptive business practices. While purporting to
provide independent, unbiased advice as to the best policy, the brokers failed
to adequately disclose that they had entered into separate “pay to play”
agreements with certain third-party insurance companies. These agreements
provide additional compensation to the brokers based on such factors as
profitability, growth and the volume of insurance that they place with a
particular insurer, and are akin to a profit-sharing arrangement between the
brokers and the insurance companies. These agreements create a conflict of
interest since the brokers have a direct financial interest in selling their
customers only the insurance products offered by those insurance
companies with which the brokers have such agreements.
Robbins Geller Rudman & Dowd LLP attorneys were among the first to
uncover and pursue the allegations of these practices in the insurance
industry in both state and federal courts. On behalf of the California
Insurance Commissioner, the Firm brought an injunctive case against the
biggest employee benefit insurers and local San Diego brokerage, ULR,
which resulted in major changes to the way they did business. The Firm also
sued on behalf of the City and County of San Francisco to recover losses
due to these practices. Finally, Robbins Geller Rudman & Dowd LLP
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represents a putative nationwide class of individuals, businesses, employers,
and governmental entities against the largest brokerage houses and insurers
in the nation. To date, the Firm has obtained over $200 million on behalf of
policyholders and enacted landmark business reforms.
• Discriminatory Credit Scoring and Redlining Cases. Robbins Geller
Rudman & Dowd LLP attorneys have prosecuted cases concerning
countrywide schemes of alleged discrimination carried out by Nationwide,
Allstate, and other insurance companies against African-American and other
persons of color who are purchasers of homeowner and automobile
insurance policies. Such discrimination includes alleged redlining and the
improper use of “credit scores,” which disparately impact minority
communities. Plaintiffs in these actions have alleged that the insurance
companies’ corporate-driven scheme of intentional racial discrimination
includes refusing coverage and/or charging them higher premiums for
homeowners and automobile insurance. On behalf of the class of aggrieved
policyholders, the Firm has recovered over $400 million for these predatory
and racist policies.
• Senior Annuities. Insurance companies and their agents target senior
citizens for the sale of long-term deferred annuity products and misrepresent
or otherwise fail to disclose the extremely high costs, including sales
commissions. These annuities and their high costs are particularly harmful to
seniors because they do not mature for 15 or 20 years, often beyond the
elderly person’s life expectancy. Also, they carry exorbitant surrender
charges if cashed in before they mature. As a result, the annuitant’s money is
locked up for years, and the victims or their loved ones are forced to pay high
surrender charges if they need to get it out early. Nevertheless, many
companies and their sales agents intentionally target the elderly for their
deferred annuity products, holding seminars in retirement centers and
nursing homes, and through pretexts such as wills and estate planning or
financial advice. The Firm has filed lawsuits against a number of life
insurance companies, including Allianz Life Insurance Company of North
America, Midland National Life Insurance Company, and Jackson National
Insurance Company, in connection with the marketing and sales of deferred
annuities to senior citizens. We are investigating similar practices by other
companies.
• State Farm. State Farm and other automobile insurance companies in
California have illegally charged monthly policyholders more premiums than
they are required to pay. Because automobile insurance is required under
law, it is closely regulated. State Farm and others bring in millions of dollars
each year by concealing up front that policyholders must pay an extra charge
if they opt for a monthly plan, and they later tack on the extra charge without
revealing it as a premium as they must do under state law. Robbins Geller
Rudman & Dowd LLP attorneys have fought this practice, recovering millions
of dollars on behalf of policyholders.
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ANTITRUST
Robbins Geller Rudman & Dowd LLP’s antitrust practice focuses on representing
businesses and individuals who have been the victims of price-fixing, unlawful
monopolization, market allocation, tying and other anti-competitive conduct. The Firm has
taken a leading role in many of the largest federal and state price-fixing, monopolization,
market allocation and tying cases throughout the United States.
• In re Payment Card Interchange Fee and Merchant Discount Antitrust
Litig., 05 MDL No. 1720 (E.D.N.Y.). Robbins Geller Rudman & Dowd LLP
attorneys are co-lead counsel in one of the country’s largest antitrust actions,
in which merchants allege Visa, MasterCard and their member banks,
including Bank of America, Citibank, JPMorgan Chase, Capital One, Wells
Fargo and HSBC, among others, have collectively imposed and set the level
of interchange fees paid by merchants on each Visa and MasterCard credit
and debit transaction, in violation of federal and state antitrust laws. Fact
discovery has closed, and plaintiffs’ motion for class certification and the
defendants’ motions to dismiss are under submission.
• In re Currency Conversion Fee Antitrust Litig., 01 MDL No. 1409
(S.D.N.Y.). Robbins Geller Rudman & Dowd LLP attorneys recovered $336
million for credit and debit cardholders in this multi-district litigation in which
the Firm served as co-lead counsel. Plaintiffs alleged that Visa and
MasterCard, and certain leading member banks of Visa and MasterCard,
conspired to fix and maintain the foreign currency conversion fee charged to
U.S. cardholders, and failed to disclose adequately the fee in violation of
federal law. In October 2009, the trial court granted final approval of the $336
million settlement and described the Firm as a “highly competent and
experienced” law firm. The court specifically commented: “Class Counsel
provided extraordinarily high-quality representation. This case raised a
number of unique and complex legal issues including the effect of arbitration
clauses on consumer antitrust class actions, and collusive activity in the
context of joint ventures.” The court further praised the Firm as
“indefatigable” and noted that the Firm’s lawyers “represented the Class with
a high degree of professionalism, and vigorously litigated every issue against
some of the ablest lawyers in the antitrust defense bar.” The trial court’s final
approval decision is currently on appeal.
• The Apple iPod iTunes Antitrust Litig., No. C-05-00037-JW (N.D. Cal.).
The Firm represents iPod purchasers who challenged Apple's use of iPod
software and firmware updates to prevent consumers who purchased music
from non-Apple sources from playing it on their iPods. Apple's conduct
resulted in monopolies in the digital music and portable digital music player
markets and enabled the company to charge inflated prices for millions of
iPods. The certified class includes individuals and businesses that
purchased iPods directly from Apple between September 12, 2006 and
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March 31, 2009. The court has denied in part Apple's motion for summary
judgment. Plaintiffs expect to try the case in late 2012 or early 2013.
• In re Aftermarket Automotive Lighting Products Antitrust Litig., 09 MDL
No. 2007 (C.D. Cal.). Robbins Geller Rudman & Dowd LLP attorneys are colead
counsel in this multi-district litigation in which plaintiffs allege that
defendants conspired to fix prices and allocate markets for automotive
lighting products. Discovery is ongoing.
• Dahl v. Bain Capital Partners, LLC, No. 07-cv-12388-EFH (D. Mass).
Robbins Geller Rudman & Dowd LLP attorneys are co-lead counsel on
behalf of shareholders in this action against the nation’s largest private equity
firms who have colluded to restrain competition to suppress prices paid to
shareholders of public companies in connection with leveraged buyouts. The
trial court denied the defendants’ motion to dismiss and discovery is ongoing.
• In re Digital Music Antitrust Litig., 06 MDL No. 1780 (S.D.N.Y.). Robbins
Geller Rudman & Dowd LLP attorneys are co-lead counsel in an action
against the major music labels (Sony-BMG, EMI, Universal and Warner
Music Group) in a case involving music that can be downloaded digitally from
the Internet. Plaintiffs allege that defendants restrained the development of
digital downloads and agreed to fix the distribution price of digital downloads
at supracompetitive prices. Plaintiffs also allege that as a result of
defendants’ restraint of the development of digital downloads, and the market
and price for downloads, defendants were able to maintain the prices of their
CDs at supracompetitive levels. The Second Circuit Court of Appeals
recently upheld plaintiffs’ complaint, reversing the trial court’s dismissal.
• In re NASDAQ Market-Makers Antitrust Litig., MDL No. 1023 (S.D.N.Y.).
Robbins Geller Rudman & Dowd LLP attorneys served as co-lead counsel in
this case in which investors alleged that NASDAQ market-makers set and
maintained artificially wide spreads pursuant to an industry-wide conspiracy.
After three and one half years of intense litigation, the case settled for a total
of $1.027 billion, at the time the largest ever antitrust settlement. The court
commended counsel for its work, saying:
Counsel for the Plaintiffs are preeminent in the field of class
action litigation, and the roster of counsel for the Defendants
includes some of the largest, most successful and well
regarded law firms in the country. It is difficult to conceive of
better representation than the parties to this action achieved.
In re NASDAQ Market-Makers Antitrust Litig., 187 F.R.D. 465, 474 (S.D.N.Y.
1998).
• Hall v. NCAA (Restricted Earnings Coach Antitrust Litigation), No. 94-
2392 (D. Kan.). Robbins Geller Rudman & Dowd LLP attorneys served as
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lead counsel and lead trial counsel for one of three classes of coaches who
alleged that the National Collegiate Athletic Association illegally fixed their
compensation by instituting the “restricted earnings coach” rule. On May 4,
1998, the jury returned verdicts in favor of the three classes for more than
$70 million.
• Thomas & Thomas Rodmakers, Inc. v. Newport Adhesives and
Composites, Inc. (Carbon Fiber Antitrust Litigation), No. CV-99-7796
(C.D. Cal.). Robbins Geller Rudman & Dowd LLP attorneys were co-lead
counsel (with one other firm) in this consolidated class action in which a class
of purchasers alleged that the major producers of carbon fiber fixed its price
from 1993 to 1999. The case settled for $67.5 million.
• In re Carbon Black Antitrust Litig., MDL No. 1543 (D. Mass.). Robbins
Geller Rudman & Dowd LLP attorneys recovered $20 million for the class in
this multi-district litigation in which the Firm served as co-lead counsel.
Plaintiffs purchased carbon black from major producers that unlawfully
conspired to fix the price of carbon black, which is used in the manufacture of
tires, rubber and plastic products, inks and other products, from 1999 to
2005.
• In re Dynamic Random Access Memory (DRAM) Antitrust Litig., 02 MDL
No. 1486 (N.D. Cal.). Robbins Geller Rudman & Dowd LLP attorneys served
on the executive committee in this multi-district class action in which a class
of purchasers of dynamic random access memory (or DRAM) chips alleged
that the leading manufacturers of semiconductor products fixed the price of
DRAM chips from the fall of 2001 through at least the end of June 2002. The
case settled for more than $300 million.
• Microsoft I-V Cases, JCCP No. 4106 (Cal. Super. Ct., San Francisco
County). Robbins Geller Rudman & Dowd LLP attorneys served on the
executive committee in these consolidated cases in which California indirect
purchasers challenged Microsoft’s illegal exercise of monopoly power in the
operating system, word processing and spreadsheet markets. In a settlement
approved by the court, class counsel obtained an unprecedented $1.1 billion
worth of relief for the business and consumer class members who purchased
the Microsoft products.
CONSUMER FRAUD
In our consumer-based economy, working families who purchase products and services
must receive truthful information so they can make meaningful choices about how to spend
their hard-earned money. When financial institutions and other corporations deceive
consumers or take advantage of unequal bargaining power, class action suits provide, in
many instances, the only realistic means for an individual to right a corporate wrong.
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Robbins Geller Rudman & Dowd LLP attorneys represent consumers around the country in
a variety of important, complex class actions. Our attorneys have taken a leading role in
many of the largest federal and state consumer fraud, environmental, human rights and
public health cases throughout the United States. The Firm is also actively involved in many
cases relating to banks and the financial services industry, pursuing claims on behalf of
individuals victimized by abusive telemarketing practices, abusive mortgage lending
practices, market timing violations in the sale of variable annuities, and deceptive consumer
credit lending practices in violation of the Truth-In-Lending Act. Below are a few
representative samples of our robust, nationwide consumer practice.
• Bank Overdraft Fees Litigation. The banking industry charges consumers
exorbitant amounts for “overdraft” of their checking accounts, even if the
customer did not authorize a charge beyond the available balance and even
if the account would not have been overdrawn had the transactions been
ordered chronologically as they occurred – that is, banks reorder transactions
to maximize such fees. In fact, it is reported that Americans spent more
money on bank overdraft fees than on vegetables last year. The Firm has
brought lawsuits against major banks to stop this practice and recover the
hundreds of millions, if not billions, of dollars in overdraft fees. We are
investigating other banks that engage in this practice.
• Vertrue Sales and Marketing Practices Litigation. Telemarketing
companies use a deceptive telemarketing practice they call “upselling.” In the
Vertrue Sales Practices Litigation, after purchasing products (including Nad’s,
vitamins, knives, Q-Ray bracelets, Edgemaster paint roller, Simoniz car
washer, flowers, dance videos, AB Slider, ultrasonic toothbrushes and
OxiClean) via an infomercial, consumers were told they were being sent a
free 30-day trial membership in an unrelated buying club. Those consumers
who did not refuse the 30-day membership were charged between $60 and
$150 annually for this so-called “gift.” We have filed suit in 21 states.
• Chase Bank Home Equity Line of Credit Litigation. In October 2008, after
receiving $25 billion in TARP funding to encourage lending institutions to
provide businesses and consumers with access to credit, Chase Bank began
unilaterally suspending its customers’ home equity lines of credit. Plaintiffs
charge that Chase Bank did so using an unreliable computer model that did
not reliably estimate the actual value of its customers’ homes in breach of the
borrowers’ contracts. The Firm has brought a lawsuit to secure damages on
behalf of borrowers whose credit lines were improperly suspended.
• Pacific Gas & Electric Trespass Litigation. Robbins Geller Rudman &
Dowd LLP attorneys have filed suit on behalf of property owners alleging that
PG&E has trespassed on their land. In short, PG&E has electricity
easements giving it access for the purposes of building towers and stringing
lines related to the transmission of electricity. PG&E has recently installed a
fiberoptic telecommunications network which it has leased to telephone and
Internet services, despite the fact that the electricity easements do not allow
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SETTLEMENTS
PG&E to use plaintiffs’ property to engage in general telecommunications
business. Through their lawsuit, plaintiffs seek damages to compensate them
for PG&E’s trespass.
• Visa and MasterCard Fees. After years of litigation and a six-month trial,
Robbins Geller Rudman & Dowd LLP attorneys won one of the largest
consumer-protection verdicts ever awarded in the United States. The Firm’s
attorneys represented California consumers in an action against Visa and
MasterCard for intentionally imposing and concealing a fee from cardholders.
The court ordered Visa and MasterCard to return $800,000,000 in cardholder
losses, which represented 100% of the amount illegally taken, plus 2%
interest. In addition, the court ordered full disclosure of the hidden fee.
• Drivers’ Privacy Case. In a cutting-edge consumer case, Robbins Geller
Rudman & Dowd LLP attorneys brought a case on behalf of a half-million
Florida drivers against a national bank for purchasing their private information
from the state department of motor vehicles for marketing purposes. After
years of litigation that included appeals to the United States Supreme Court,
the Firm’s attorneys successfully negotiated a $50 million all-cash settlement
in this cutting-edge case involving consumer privacy rights. The published
decision in Kehoe v. Fidelity Fed. Bank & Trust, 421 F.3d 1209 (11th Cir.
2005), one of the first opinions construing the Federal Drivers Privacy
Protection Act, was a victory for the Firm’s clients.
• LifeScan Diabetic Systems. Robbins Geller Rudman & Dowd LLP attorneys
were responsible for achieving a $45 million all-cash settlement with Johnson
& Johnson and its wholly owned subsidiary, LifeScan, Inc., over claims that
LifeScan deceptively marketed and sold a defective blood-glucose monitoring
system for diabetics. The LifeScan settlement was noted by the court as
providing “exceptional results” for members of the class.
• West Telemarketing Case. Robbins Geller Rudman & Dowd LLP attorneys
secured a $39 million settlement for class members caught up in a
telemarketing scheme where consumers were charged for an unwanted
membership program after purchasing Tae-Bo exercise videos. Under the
settlement, consumers were entitled to claim between one and one-half to
three times the amount of all fees they unknowingly paid.
• Dannon Activia®. Robbins Geller Rudman & Dowd LLP attorneys secured
the largest ever settlement for a false advertising case involving a food
product. The case alleged that Dannon’s advertising for its Activia® and
DanActive® branded products and their benefits from “probiotic” bacteria
were overstated. As part of the nationwide settlement, Dannon agreed to
modify its advertising and establish a fund of up to $45 million to compensate
consumers for their purchases of Activia® and DanActive®.
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• Out-of-Network Emergency Room Doctors. In a case that changed the
way out-of-network emergency room physicians are paid by insurance
carriers in Florida, Robbins Geller Rudman & Dowd LLP successfully
represented a class of physicians who claimed their reimbursements for
emergency services were unfair. As a result of the case, these physicians
were guaranteed approximately double the rate of reimbursement they
received prior to the case being pursued, resulting in a recovery of nearly $20
million and important business reforms.
• Mattel Lead Paint Toys. In 2006-2007, toy manufacturing giant Mattel, and
its subsidiary Fisher-Price, announced the recall of over 14 million toys made
in China due to hazardous lead and dangerous magnets. Robbins Geller
Rudman & Dowd LLP attorneys filed lawsuits on behalf of millions of parents
and other consumers who purchased or received toys for children that were
marketed as safe but were later recalled because they were dangerous. The
Firm’s attorneys reached a landmark settlement for millions of dollars in
refunds and lead testing reimbursements, as well as important testing
requirements to ensure that Mattel’s toys are safe for consumers in the
future.
• Tenet Healthcare Cases. Robbins Geller Rudman & Dowd LLP attorneys
were co-lead counsel in a class action alleging a fraudulent scheme of
corporate misconduct, resulting in the overcharging of uninsured patients by
the Tenet chain of hospitals. The Firm’s attorneys represented uninsured
patients of Tenet hospitals nationwide who were overcharged by Tenet’s
admittedly “aggressive pricing strategy,” which resulted in price gouging of
the uninsured. The case was settled with Tenet changing its practices and
making refunds to patients.
HUMAN RIGHTS, LABOR PRACTICES AND PUBLIC POLICY
Robbins Geller Rudman & Dowd LLP attorneys have a long tradition of representing the
victims of unfair labor practices and violations of human rights. These include:
• Does I v. The Gap, Inc., No. 01 0031 (D. N. Mar. I.). In this groundbreaking
case, Robbins Geller Rudman & Dowd LLP attorneys represented a class of
30,000 garment workers who alleged that they had worked under sweatshop
conditions in garment factories in Saipan that produced clothing for top U.S.
retailers such as The Gap, Target and J.C. Penney. In the first action of its
kind, Robbins Geller Rudman & Dowd LLP attorneys pursued claims against
the factories and the retailers alleging violations of RICO, the Alien Tort
Claims Act, and the Law of Nations based on the alleged systemic labor and
human rights abuses occurring in Saipan. This case was a companion to two
other actions: Does I v. Advance Textile Corp., No. 99 0002 (D. N. Mar. I.),
which alleged overtime violations by the garment factories under the Fair
Labor Standards Act and local labor law, and UNITE v. The Gap, Inc., No.
300474 (Cal. Super. Ct., San Francisco County), which alleged violations of
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California’s Unfair Practices Law by the U.S. retailers. These actions resulted
in a settlement of approximately $20 million that included a comprehensive
monitoring program to address past violations by the factories and prevent
future ones. The members of the litigation team were honored as Trial
Lawyers of the Year by the Trial Lawyers for Public Justice in recognition of
the team’s efforts at bringing about the precedent-setting settlement of the
actions.
• Kasky v. Nike, Inc., 27 Cal. 4th 939 (2002). The California Supreme Court
upheld claims that an apparel manufacturer misled the public regarding its
exploitative labor practices, thereby violating California statutes prohibiting
unfair competition and false advertising. The Court rejected defense
contentions that any misconduct was protected by the First Amendment,
finding the heightened constitutional protection afforded to noncommercial
speech inappropriate in such a circumstance.
• World War II-Era Slave Labor. Against steep odds, the Firm’s lawyers took
up the claims of people forced to work as slave labor for Japanese
corporations during the Second World War. Their human rights case ran into
trouble when the Ninth Circuit agreed with the Bush administration that any
claims against Japanese corporations and their subsidiaries were preempted
by the federal government’s foreign-affairs power. See Deutsch v. Turner
Corp., 324 F.3d 692 (9th Cir. 2003). The case nonetheless demonstrates the
lawyers’ dedication to prosecuting human-rights violations against the
challenge of formidable political opposition.
• Taco Bell workers. Robbins Geller Rudman & Dowd LLP attorneys
represented over 2,300 Taco Bell workers who were denied thousands of
hours of overtime pay because, among other reasons, they were improperly
classified as overtime-exempt employees.
Shareholder derivative litigation brought by Robbins Geller Rudman & Dowd LLP attorneys
at times also involves stopping anti-union activities, including:
• Southern Pacific/Overnite. A shareholder action stemming from several
hundred million dollars in loss of value in the company due to systematic
violations by Overnite of U.S. labor laws.
• Massey Energy. A shareholder action against an anti-union employer for
flagrant violations of environmental laws resulting in multi-million-dollar
penalties.
• Crown Petroleum. A shareholder action against a Texas-based oil company
for self-dealing and breach of fiduciary duty while also involved in a union
lockout.
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ENVIRONMENT AND PUBLIC HEALTH
Robbins Geller Rudman & Dowd LLP attorneys have also represented plaintiffs in class
actions related to environmental law. The Firm’s attorneys represented, on a pro bono
basis, the Sierra Club and the National Economic Development and Law Center as amici
curiae in a federal suit designed to uphold the federal and state use of project labor
agreements (“PLAs”). The suit represented a legal challenge to President Bush’s Executive
Order 13202, which prohibits the use of project labor agreements on construction projects
receiving federal funds. Our amici brief in the matter outlined and stressed the significant
environmental and socio-economic benefits associated with the use of PLAs on large-scale
construction projects.
Attorneys with Robbins Geller Rudman & Dowd LLP have been involved in several other
significant environmental cases, including:
• Public Citizen v. U.S. D.O.T. Robbins Geller Rudman & Dowd LLP
attorneys represented a coalition of labor, environmental, industry and public
health organizations including Public Citizen, The International Brotherhood
of Teamsters, California AFL-CIO and California Trucking Industry in a
challenge to a decision by the Bush Administration to lift a Congressionallyimposed
“moratorium” on cross-border trucking from Mexico on the basis that
such trucks do not conform to emission controls under the Clean Air Act, and
further, that the Administration did not first complete a comprehensive
environmental impact analysis as required by the National Environmental
Policy Act. The suit was dismissed by the United States Supreme Court, the
Court holding that because the D.O.T. lacked discretion to prevent
crossborder trucking, an environmental assessment was not required.
• Sierra Club v. AK Steel. Brought on behalf of the Sierra Club for massive
emissions of air and water pollution by a steel mill, including homes of
workers living in the adjacent communities, in violation of the Federal Clean
Air Act, Resource Conservation Recovery Act and the Clean Water Act.
• MTBE Litigation. Brought on behalf of various water districts for befouling
public drinking water with MTBE, a gasoline additive linked to cancer.
• Exxon Valdez. Brought on behalf of fisherman and Alaska residents for
billions of dollars in damages resulting from the greatest oil spill in U.S.
history.
• Avila Beach. A citizens’ suit against UNOCAL for leakage from the oil
company pipeline so severe it literally destroyed the town of Avila Beach,
California.
Federal laws such as the Clean Water Act, the Clean Air Act, and the Resource
Conservation and Recovery Act and state laws such as California’s Proposition 65 exist to
protect the environment and the public from abuses by corporate and government
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organizations. Companies can be found liable for negligence, trespass or intentional
environmental damage, be forced to pay for reparations and to come into compliance with
existing laws. Prominent cases litigated by Robbins Geller Rudman & Dowd LLP attorneys
include representing more than 4,000 individuals suing for personal injury and property
damage related to the Stringfellow Dump Site in Southern California, participation in the
Exxon Valdez oil spill litigation, and litigation involving the toxic spill arising from a Southern
Pacific train derailment near Dunsmuir, California.
Robbins Geller Rudman & Dowd LLP attorneys have led the fight against Big Tobacco
since 1991. As an example, Robbins Geller Rudman & Dowd LLP attorneys filed the case
that helped get rid of Joe Camel, representing various public and private plaintiffs, including
the State of Arkansas, the general public in California, the cities of San Francisco, Los
Angeles and Birmingham, 14 counties in California, and the working men and women of
this country in the Union Pension and Welfare Fund cases that have been filed in 40 states.
In 1992, Robbins Geller Rudman & Dowd LLP attorneys filed the first case in the country
that alleged a conspiracy by the Big Tobacco companies.
INTELLECTUAL PROPERTY
Individual inventors, universities, and research organizations provide the fundamental
research behind many existing and emerging technologies. Every year, the majority of U.S.
patents are issued to this group of inventors. Through this fundamental research, these
inventors provide a significant competitive advantage to this country. Unfortunately, while
responsible for most of the inventions that issue into U.S. patents every year, individual
inventors, universities and research organizations receive very little of the licensing
revenues for U.S. patents. Large companies reap 99% of all patent licensing revenues.
Robbins Geller Rudman & Dowd LLP enforces the rights of these inventors by filing and
litigating patent infringement cases against infringing entities. Our attorneys have decades
of patent litigation experience in a variety of technical applications. This experience,
combined with the Firm’s extensive resources, gives individual inventors the ability to
enforce their patent rights against even the largest infringing companies.
Our attorneys have experience handling cases involving a broad range of technologies,
including:
• biochemistry
• telecommunications
• medical devices
• medical diagnostics
• networking systems
• computer hardware devices and software
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• mechanical devices
• video gaming technologies
• audio and video recording devices
Current intellectual property cases include:
• vTRAX Technologies Licensing, Inc. v. Siemens Communications, Inc.,
No. 10-CV-80369 (S.D. Fla.). Counsel for plaintiff vTRAX Technologies in a
patent infringement action involving U.S. Patent No. 6,865,268 for “Dynamic,
Real-Time Call Tracking for Web-Based Customer Relationship
Management.”
• U.S. Ethernet Innovations. Counsel for plaintiff U.S. Ethernet Innovations,
owner of the 3Com Ethernet Patent Portfolio, in multiple patent infringement
actions involving U.S. Patent Nos. 5,307,459 for “Network Adapter with Host
Indication Optimization,” 5,434,872 for “Apparatus for Automatic Initiation of
Data Transmission,” 5,732,094 for “Method for Automatic Initiation of Data
Transmission,” and 5,299,313 for “Network Interface with Host Independent
Buffer Management.”
• SIPCO, LLC v. Johnson Controls, Inc., No. 09-CV-532 (E.D. Tex.).
Counsel for plaintiff SIPCO in a patent infringement action involving U.S.
Patent Nos. 7,103,511 for “Wireless Communications Networks for Providing
Remote Monitoring of Devices” and 6,437,692 and 7,468,661 for “System
and Method for Monitoring and Controlling Remote Devices.”
• SIPCO, LLC v. Florida Power & Light Co., No. 09-CV-22209 (S.D. Fla.).
Counsel for plaintiff SIPCO, LLC in a patent infringement action involving
U.S. Patent Nos. 6,437,692, 7,053,767 and 7,468,661, entitled “System and
Method for Monitoring and Controlling Remote Devices.”
• IPCO, LLC v. Cellnet Technology, Inc., No. 05-CV-2658 (N.D. Ga.).
Counsel for plaintiff IPCO, LLC in a patent infringement action involving U.S.
Patent No. 6,044,062 for a “Wireless Network System and Method for
Providing Same” and U.S. Patent No. 6,249,516 for a “Wireless Network
Gateway and Method for Providing Same.”
• IPCO, LLC v. Tropos Networks, Inc., No. 06-CV-585 (N.D. Ga.). Counsel
for plaintiff IPCO, LLC in a patent infringement action involving U.S. Patent
No. 6,044,062 for a “Wireless Network System and Method for Providing
Same” and U.S. Patent No. 6,249,516 for a “Wireless Network Gateway and
Method for Providing Same.”
• Jardin v. Datallegro, Inc., No. 08-CV-01462 (S.D. Cal.). Counsel for plaintiff
Cary Jardin in a patent infringement action involving U.S. Patent No.
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PRO BONO
7,177,874 for a “System and Method for Generating and Processing Results
Data in a Distributed System.”
• NorthPeak Wireless, LLC v. 3Com Corporation, No. 09-CV-00602 (N.D.
Cal.). Counsel for plaintiff NorthPeak Wireless, LLC in a multi-defendant
patent infringement action involving U.S. Patent Nos. 4,977,577 and
5,987,058 related to spread spectrum devices.
• PageMelding, Inc. v. Feeva Technology, Inc., No. 08-CV-03484 (N.D.
Cal.). Counsel for plaintiff PageMelding, Inc. in a patent infringement action
involving U.S. Patent No. 6,442,577 for a “Method and Apparatus for
Dynamically Forming Customized Web Pages for Web Sites.”
• SIPCO, LLC v. Amazon.com, Inc., No. 08-CV-359 (E.D. Tex.). Counsel for
plaintiff SIPCO in a multi-defendant patent infringement action involving U.S.
Patent No. 6,891,838 for a “System and Method for Monitoring and
Controlling Residential Devices” and U.S. Patent No. 7,103,511 for “Wireless
Communication Networks for Providing Remote Monitoring Devices.”
• IPCO, LLC d/b/a Intus IQ v. Oncor Electric Delivery Co. LLC, No. 09-CV-
00037 (E.D. Tex.). Counsel for plaintiff Intus IQ in a patent infringement
action involving U.S. Patent Nos. 6,249,516 and 7,054,271 for a “Wireless
Network System and Method for Providing Same.”
Robbins Geller Rudman & Dowd LLP attorneys have a distinguished record of pro bono
work. In 1999, the Firm’s lawyers were finalists for the San Diego Volunteer Lawyer
Program’s 1999 Pro Bono Law Firm of the Year Award, for their work on a disability-rights
case. In 2003, when the Firm’s lawyers were nominated for the California State Bar
President’s Pro Bono Law Firm of the Year award, the State Bar President praised them for
“dedication to the provision of pro bono legal services to the poor” and “extending legal
services to underserved communities.”
More recently, one of the Firm’s lawyers obtained political asylum, after an initial application
for political asylum had been denied, for an impoverished Somali family whose ethnic
minority faced systematic persecution and genocidal violence in Somalia. The family’s
female children also faced forced genital mutilation if returned to Somalia.
The Firm’s lawyers worked as cooperating attorneys with the ACLU in a class action filed
on behalf of welfare applicants subject to San Diego County’s “Project 100%” program,
which sent investigators from the D.A.’s office (Public Assistance Fraud Division) to enter
and search the home of every person applying for welfare benefits, and to interrogate
neighbors and employers – never explaining they had no reason to suspect wrongdoing.
Real relief was had when the County admitted that food-stamp eligibility could not hinge
upon the Project 100% “home visits,” and again when the district court ruled that
unconsented “collateral contacts” violated state regulations. The district court’s ruling that
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CalWORKs aid to needy families could be made contingent upon consent to the D.A.’s
“home visits” and “walk throughs,” was affirmed by the Ninth Circuit with eight judges
vigorously dissenting from denial of en banc rehearing. Sanchez v. County of San Diego,
464 F.3d 916 (9th Cir. 2006), reh’g denied 483 F.3d 965 (9th Cir. 2007). The decision was
noted by the Harvard Law Review, The New York Times, and even The Colbert Report.
The Firm’s lawyers also have represented groups such as the Sierra Club and the National
Economic Development and Law Center as amici curiae before the United States Supreme
Court.
Senior appellate partner Eric Alan Isaacson has in a variety of cases filed amicus curiae
briefs on behalf of religious organizations and clergy supporting civil rights, opposing
government-backed religious-viewpoint discrimination, and generally upholding the
American traditions of religious freedom and church-state separation. Organizations
represented as amici curiae in such matters have included the California Council of
Churches, Union for Reform Judaism, Jewish Reconstructionist Federation, United Church
of Christ, Unitarian Universalist Association of Congregations, Unitarian Universalist
Legislative Ministry – California, and California Faith for Equality.
JUDICIAL COMMENDATIONS
Robbins Geller Rudman & Dowd LLP attorneys have been commended by countless
judges all over the country for the quality of their representation in class-action lawsuits.
• In May 2012, in granting final approval of the settlement in the Westland
case, Judge Browning in the District of New Mexico commented:
Class Counsel are highly skilled and specialized
attorneys who use their substantial experience and expertise to
prosecute complex securities class actions. In possibly one of
the best known and most prominent recent securities cases,
Robbins Geller Rudman & Dowd LLP served as sole lead
counsel – In re Enron Corp. Sec. Litig., No. H-01-3624 (S.D.
Tex.). See Report at 3. The Court has previously noted that the
class would “receive high caliber legal representation” from
class counsel, and throughout the course of the litigation the
Court has been impressed with the quality of representation on
each side. Lane v. Page, 250 F.R.D. at 647. [Robbins Geller
has] extensive experience in litigating securities class actions
nationwide. Accordingly, the Court finds that class counsel’s
skill and reputation weigh in favor of the requested attorney’s
fee and expense award.
Class counsel brought their skill and experience to this
case, successfully litigating many motions. Furthermore, the
Court agrees that “[f]ew plaintiffs’ law firms could have devoted
the kind of time, skill, and financial resources over a five-year
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period necessary to achieve the pre- and post-Merger benefits
obtained for the Class here.” Memo Seeking Approval at 31. It
is unlikely that many other counsel would have been able to
continue funding the litigation for it to reach this point or that
many other counsel would have been able to so successfully
prosecute the litigation. See In re Qwest Commc’ns Int’l, Inc.
Sec. Litig., 625 F.Supp.2d at 1150 (“This factor carries
significant weight because the plaintiff class likely would not
have obtained any relief . . . without the assistance of counsel
with a high level of skill and expertise. Further, lead counsel
should be rewarded for the successful application of their skill
and expertise.”).
Lane v. Page, No. 06-cv-1071, Memorandum Opinion and Order at 118-19
(D.N.M. May 22, 2012).
In addition, Judge Browning stated, “[Robbins Geller is] both skilled and
experienced, and used those skills and experience for the benefit of the
class.” Id. at 119.
• In May 2012, the Honorable Amy J. St. Eve of the Northern District of Illinois
commented: “The representation that [Robbins Geller] provided to the class
was significant, both in terms of quality and quantity.” Silverman v. Motorola,
Inc., No. 07-c-4507, Memorandum Opinion and Order at 6 (N.D. Ill. May 7,
2012).
• In the March 2012 order granting class certification, Judge Timothy DeGiusti
of the Western District of Oklahoma stated:
Lead Plaintiff has selected highly qualified counsel with
extensive experience in securities litigation, including
numerous class action securities lawsuits. The knowledge and
experience of Robbins Geller is not only reflected in its firm
resume, but has been previously recognized by a federal court
which described it as “one of the most successful law firms in
securities class actions, if not the preeminent one, in the
country.” In re Enron Corp. Securities Litig., 586 F.Supp. 2d
732, 789-90, 797 (S.D. Tex. 2008). That court also cited the
law firm’s “clearly superlative litigating and negotiating skills.”
Id. at 789. Lead Plaintiff’s selection of Robbins Geller to
prosecute the claims in this case reflects Lead Plaintiff’s
understanding of the importance of experienced and
competent counsel as well as its intent to provide adequate
representation to the class members.
United Food and Commercial Workers Union v. Chesapeake Energy
Corporation, No. CIV-09-1114-D, Order at 19-20 (W.D. Okla. Mar. 30, 2012).
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• In March 2011, in denying defendants’ motion to dismiss, Judge Richard
Sullivan commented: “Let me thank you all. . . . [The motion] was well argued
. . . and . . . well briefed . . . . I certainly appreciate having good lawyers who
put the time in to be prepared . . . .” Anegada Master Fund Ltd. v. PxRE
Group Ltd., No. 08-cv-10584, Transcript at 83 (S.D.N.Y. Mar. 16, 2011).
• In January 2011, the court praised Robbins Geller attorneys: “They have
gotten very good results for stockholders. . . . [Robbins Geller has] such a
good track record.” In re Compellent Technologies, Inc. S’holder Litig., No.
6084-VCL, Transcript at 20-21 (Del. Ch. Jan. 13, 2011).
• In August 2010, in reviewing the settlement papers submitted by the Firm,
Judge Carlos Murguia stated that Robbins Geller performed “a commendable
job of addressing the relevant issues with great detail and in a
comprehensive manner . . . . The court respects the [Firm's] experience in
the field of derivative [litigation].” Alaska Electrical Pension Fund v. Olofson,
et al., No. 08-cv-02344-CM-JPO (D. Kan.) (Aug. 20, 2010 e-mail from court
re: settlement papers).
• In June 2009, Judge Ira Warshawsky praised the Firm’s efforts in In re
Aeroflex, Inc. Shareholder Litigation: “There is no doubt that the law firms
involved in this matter represented in my opinion the cream of the crop of
class action business law and mergers and acquisition litigators, and from a
judicial point of view it was a pleasure working with them.” In re Aeroflex, Inc.
S’holder Litig., No. 003943/07, Transcript at 25:14-18 (N.Y. Sup. Ct., Nassau
County June 30, 2009).
• In March 2009, Judge Karon Bowdre commented in the HealthSouth class
certification opinion that “[t]he court has had many opportunities since
November 2001 to examine the work of class counsel and the supervision by
the Class Representatives. The court find both to be far more than
adequate.” In re HealthSouth Corp. Sec. Litig., No. CV-03-BE-1500-S,
Memorandum Opinion (S.D. Ala. Mar. 31, 2009).
• In March 2009, in granting class certification, the Honorable Robert Sweet of
the Southern District of New York commented in In re NYSE Specialists Sec.
Litig., 260 F.R.D. 55, 74 (S.D.N.Y. 2009): “As to the second prong, the
Specialist Firms have not challenged, in this motion, the qualifications,
experience, or ability of counsel for Lead Plaintiff, [Robbins Geller], to
conduct this litigation. Given [Robbins Geller's] substantial experience in
securities class action litigation and the extensive discovery already
conducted in this case, this element of adequacy has also been satisfied.”
• In the Enron securities class action, Robbins Geller Rudman & Dowd LLP
attorneys and lead plaintiff The Regents of the University of California
successfully recovered over $7.2 billion on behalf of Enron investors. The
court overseeing this action had utmost praise for Robbins Geller Rudman &
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Dowd LLP’s efforts and stated that “[t]he experience, ability, and reputation of
the attorneys of [Robbins Geller Rudman & Dowd LLP] is not disputed; it is
one of the most successful law firms in securities class actions, if not the
preeminent one, in the country.” In re Enron Corp. Sec., Derivative &
“ERISA” Litig., 586 F. Supp. 2d 732, 797 (S.D. Tex. 2008).
The court further commented: “[I]n the face of extraordinary obstacles, the
skills, expertise, commitment, and tenacity of [Robbins Geller Rudman &
Dowd LLP] in this litigation cannot be overstated. Not to be overlooked are
the unparalleled results, . . . which demonstrate counsel’s clearly superlative
litigating and negotiating skills.” Id. at 789.
The court stated that the Firm’s attorneys “are to be commended for their
zealousness, their diligence, their perseverance, their creativity, the
enormous breadth and depth of their investigations and analysis, and their
expertise in all areas of securities law on behalf of the proposed class.” Id. at
789.
In addition, the court noted, “This Court considers [Robbins Geller Rudman &
Dowd LLP] ‘a lion’ at the securities bar on the national level,” noting that the
Lead Plaintiff selected Robbins Geller Rudman & Dowd LLP because of the
Firm’s “outstanding reputation, experience, and success in securities
litigation nationwide.” Id. at 790.
Judge Harmon further stated: “As this Court has explained [this is] an
extraordinary group of attorneys who achieved the largest settlement fund
ever despite the great odds against them.” Id. at 828.
• In June 2008, the court commented, “Plaintiffs’ lead counsel in this litigation,
[Robbins Geller], has demonstrated its considerable expertise in shareholder
litigation, diligently advocating the rights of Home Depot shareholders in this
Litigation. [Robbins Geller] has acted with substantial skill and
professionalism in representing the plaintiffs and the interests of Home Depot
and its shareholders in prosecuting this case.” City of Pontiac General
Employees’ Ret. Sys. v. Langone, No. 2006-122302, Findings of Fact in
Support of Order and Final Judgment at 2 (Ga. Super. Ct., Fulton County
June 10, 2008).
• In October 2007, a $600 million settlement for shareholders in the securities
fraud class action against Ohio’s biggest drug distributor, Cardinal Health,
Inc., was approved – the largest settlement in the Sixth Circuit. Judge
Marbley commented:
The quality of representation in this case was superb. Lead
Counsel, [Robbins Geller Rudman & Dowd LLP], are nationally
recognized leaders in complex securities litigation class
actions. The quality of the representation is demonstrated by
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the substantial benefit achieved for the Class and the efficient,
effective prosecution and resolution of this action. Lead
Counsel defeated a volley of motions to dismiss, thwarting
well-formed challenges from prominent and capable attorneys
from six different law firms.
In re Cardinal Health Inc. Sec. Litig., 528 F. Supp. 2d 752 (S.D. Ohio 2007).
• In July 2007, the Honorable Richard Owen of the Southern District of New
York approved the $129 million settlement of In re Doral Fin. Corp. Sec.
Litig., 05 MDL No. 1706 (S.D.N.Y.), finding in his order that:
The services provided by Lead Counsel [Robbins Geller
Rudman & Dowd LLP] were efficient and highly successful,
resulting in an outstanding recovery for the Class without the
substantial expense, risk and delay of continued litigation.
Such efficiency and effectiveness supports the requested fee
percentage.
Cases brought under the federal securities laws are
notably difficult and notoriously uncertain. . . . Despite the
novelty and difficulty of the issues raised, Lead Plaintiffs’
counsel secured an excellent result for the Class.
. . . Based upon Lead Plaintiff’s counsel’s diligent efforts
on behalf of the Class, as well as their skill and reputations,
Lead Plaintiff’s counsel were able to negotiate a very favorable
result for the Class. . . . The ability of [Robbins Geller Rudman
& Dowd LLP] to obtain such a favorable partial settlement for
the Class in the face of such formidable opposition confirms
the superior quality of their representation . . . .
• In April 2007, the Honorable D. Brooks Smith praised Robbins Geller partner
Joe Daley’s efforts in In re Merck & Co., Inc. Sec., Derivative & ERISA Litig.:
“Thank you very much Mr. Daley and a thank you to all counsel. As Judge
Cowen mentioned, this was an exquisitely well-briefed case; it was also an
extremely well-argued case, and we thank counsel for their respective jobs
here in the matter, which we will take under advisement. Thank you.” In re
Merck & Co., Inc. Sec., Derivative & ERISA Litig., No. 06-2911, Transcript of
Hearing at 35:37-36:00 (3d Cir. Apr. 12, 2007).
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• In a December 2006 hearing on the $50 million consumer privacy class
action settlement in Kehoe v. Fidelity Fed. Bank & Trust, No. 03-80593-CIV
(S.D. Fla.), United States District Court Judge Daniel T.K. Hurley said the
following:
First, I thank counsel. As I said repeatedly on both sides we
have been very, very fortunate. We have had fine lawyers on
both sides. The issues in the case are significant issues. We
are talking about issues dealing with consumer protection and
privacy – something that is increasingly important today in our
society. [I] want you to know I thought long and hard about this.
I am absolutely satisfied that the settlement is a fair and
reasonable settlement. [I] thank the lawyers on both sides for
the extraordinary effort that has been brought to bear here.
• In April 2005, in granting final approval of a $100 million settlement obtained
after two weeks of trial in In re AT&T Corp. Sec. Litig., MDL No. 1399
(D.N.J.), Judge Garrett E. Brown, Jr. stated the following about the Robbins
Geller Rudman & Dowd LLP attorneys prosecuting the case:
Lead Counsel are highly skilled attorneys with great experience
in prosecuting complex securities action[s], and their
professionalism and diligence displayed during [this] litigation
substantiates this characterization. The Court notes that Lead
Counsel displayed excellent lawyering skills through their
consistent preparedness during court proceedings, arguments
and the trial, and their well-written and thoroughly researched
submissions to the Court. Undoubtedly, the attentive and
persistent effort of Lead Counsel was integral in achieving the
excellent result for the Class.
In re AT&T Corp. Sec. Litig., MDL No. 1399, 2005 U.S. Dist. LEXIS 46144, at
*28-*29 (D.N.J. Apr. 25, 2005), aff’d, 455 F.3d 160 (3d Cir. 2006).
• In Stanley v. Safeskin Corp., No. 99 CV 454 (S.D. Cal. May 25, 2004), where
Robbins Geller Rudman & Dowd LLP attorneys obtained $55 million for the
class of investors, Judge Moskowitz stated:
I said this once before, and I’ll say it again. I thought the way
that your firm handled this case was outstanding. This was not
an easy case. It was a complicated case, and every step of the
way, I thought they did a very professional job.
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PUBLIC FUND CLIENTS
NOTABLE CLIENTS
• Alaska State Pension Investment Board
• California Public Employees’ Retirement System
• California State Teachers’ Retirement System
• Teachers’ Retirement System of the State of Illinois
• Illinois Municipal Retirement Fund
• Illinois State Board of Investment
• Los Angeles County Employees Retirement Association
• Maine State Retirement System
• The Maryland-National Capital Park & Planning Commission Employees’ Retirement
System
• Milwaukee Employees’ Retirement System
• Minnesota State Board of Investment
• New Hampshire Retirement System
• New Mexico Public Funds (New Mexico Educational Retirement Board, New Mexico
Public Employees Retirement Association, and New Mexico State Investment
Council)
• Ohio Public Funds (Ohio Public Employees Retirement System, State Teachers
Retirement System of Ohio, School Employees Retirement System of Ohio, Ohio
Police and Fire Pension Fund, Ohio State Highway Patrol Retirement System, and
Ohio Bureau of Workers’ Compensation)
• The Regents of the University of California
• State Universities Retirement System of Illinois
• State of Wisconsin Investment Board
• Tennessee Consolidated Retirement System
• Washington State Investment Board
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• Wayne County Employees’ Retirement System
• West Virginia Investment Management Board
MULTI-EMPLOYER CLIENTS
• Alaska Electrical Pension Fund
• Alaska Hotel & Restaurant Employees Pension Trust Fund
• Alaska Ironworkers Pension Trust
• Carpenters Pension Fund of West Virginia
• Carpenters Health & Welfare Fund of Philadelphia & Vicinity
• Carpenters Pension Fund of Baltimore, Maryland
• Carpenters Pension Fund of Illinois
• Southwest Carpenters Pension Trust
• Central States, Southeast and Southwest Areas Pension Fund
• Employer-Teamsters Local Nos. 175 & 505 Pension Trust Fund
• Heavy & General Laborers’ Local 472 & 172 Pension & Annuity Funds
• 1199 SEIU Greater New York Pension Fund
• Massachusetts State Carpenters Pension and Annuity Funds
• Massachusetts State Guaranteed Fund
• New England Health Care Employees Pension Fund
• SEIU Staff Fund
• Southern California Lathing Industry Pension Fund
• United Brotherhood of Carpenters Pension Fund
ADDITIONAL INSTITUTIONAL INVESTORS
• Bank of Ireland Asset Management
• Northwestern Mutual Life Insurance Company
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• Standard Life Investments
PROMINENT CASES
PROMINENT CASES AND PRECEDENT-SETTING DECISIONS
• In re Enron Corp. Sec. Litig., No. H-01-3624 (S.D. Tex.). Investors lost
billions of dollars as a result of the massive fraud at Enron. In appointing
Robbins Geller Rudman & Dowd LLP lawyers as sole lead counsel to
represent the interests of Enron investors, the court found that the Firm’s
zealous prosecution and level of “insight” set it apart from its peers. Robbins
Geller Rudman & Dowd LLP attorneys and lead plaintiff The Regents of the
University of California aggressively pursued numerous defendants, including
many of Wall Street’s biggest banks, and successfully obtained settlements
in excess of $7.2 billion for the benefit of investors. This is the largest
aggregate class action settlement not only in a securities class action,
but in class action history.
• In re UnitedHealth Grp. Inc. PSLRA Litig., No. 06-CV-1691 (D. Minn.). In
the UnitedHealth case, Robbins Geller Rudman & Dowd LLP represented the
California Public Employees’ Retirement System (“CalPERS”) and
demonstrated its willingness to vigorously advocate for its institutional clients,
even under the most difficult circumstances. For example, in 2006, the issue
of high-level executives backdating stock options made national headlines.
During that time, many law firms, including Robbins Geller Rudman & Dowd
LLP, brought shareholder derivative lawsuits against the companies’ boards
of directors for breaches of their fiduciary duties or for improperly granting
backdated options. Rather than pursuing a shareholder derivative case, the
Firm filed a securities fraud class action against the company on behalf of
CalPERS. In doing so, Robbins Geller Rudman & Dowd LLP faced significant
and unprecedented legal obstacles with respect to loss causation, i.e., that
defendants’ actions were responsible for causing the stock losses. Despite
these legal hurdles, Robbins Geller Rudman & Dowd LLP obtained an $895
million recovery on behalf of the UnitedHealth shareholders. Shortly after
reaching the $895 million settlement with UnitedHealth, the remaining
corporate defendants, including former CEO William A. McGuire, also settled.
Mr. McGuire paid $30 million and returned stock options representing more
than three million shares to the shareholders. The total recovery for the class
was over $925 million, the largest stock option backdating recovery ever, and
a recovery which is more than four times larger than the next largest
options backdating recovery. Moreover, Robbins Geller Rudman & Dowd
LLP obtained unprecedented corporate governance reforms, including
election of a shareholder-nominated member to the company’s board of
directors, a mandatory holding period for shares acquired by executives via
option exercise, and executive compensation reforms which tie pay to
performance.
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• Jaffe v. Household Int’l, Inc., No. 02-C-05893 (N.D. Ill.). Sole lead counsel
Robbins Geller Rudman & Dowd LLP obtained a jury verdict on May 7, 2009,
following a six-week trial in the Northern District of Illinois, on behalf of a
class of investors led by plaintiffs PACE Industry Union-Management
Pension Fund, the International Union of Operating Engineers, Local No. 132
Pension Plan, and Glickenhaus & Company. The jury determined that
Household and the individual defendants made fraudulent
misrepresentations concerning the company’s predatory lending practices,
the quality of its loan portfolio and the company’s financial results between
March 23, 2001 and October 11, 2002. Although certain post-trial
proceedings are ongoing, plaintiffs’ counsel anticipate that the verdict will
ultimately allow class members to recover in excess of $1 billion in damages.
Since the enactment of the PSLRA in 1995, trials in securities fraud cases
have been rare. According to published reports, only nine such cases have
gone to verdict since the passage of the PSLRA.
• Alaska Elec. Pension Fund v. CitiGroup, Inc. (In re WorldCom Sec.
Litig.), No. 03 Civ. 8269 (S.D.N.Y.). Robbins Geller Rudman & Dowd LLP
attorneys represented more than 50 private and public institutions that opted
out of the class action case and sued WorldCom’s bankers, officers and
directors, and auditors in courts around the country for losses related to
WorldCom bond offerings from 1998 to 2001. The Firm’s clients included
major public institutions from across the country such as CalPERS,
CalSTRS, the state pension funds of Maine, Illinois, New Mexico and West
Virginia, union pension funds, and private entities such as AIG and
Northwestern Mutual. Robbins Geller Rudman & Dowd LLP attorneys
recovered more than $650 million for their clients on the May 2000 and May
2001 bond offerings (the primary offerings at issue), substantially more than
they would have recovered as part of the class.
• In re Cardinal Health, Inc. Sec. Litig., No. C2-04-575 (S.D. Ohio). As sole
lead counsel representing Cardinal Health shareholders, Robbins Geller
Rudman & Dowd LLP obtained a recovery of $600 million for investors. On
behalf of the lead plaintiffs, Amalgamated Bank, the New Mexico State
Investment Council, and the California Ironworkers Field Trust Fund, the Firm
aggressively pursued class claims and won notable courtroom victories,
including a favorable decision on defendants’ motion to dismiss. In re
Cardinal Health, Inc. Sec. Litigs., 426 F. Supp. 2d 688 (S.D. Ohio 2006). At
the time, the $600 million settlement was the tenth-largest settlement in the
history of securities fraud litigation and is the largest-ever recovery in a
securities fraud action in the Sixth Circuit.
• AOL Time Warner Cases I & II, JCCP Nos. 4322 & 4325 (Cal. Super. Ct.,
Los Angeles County). Robbins Geller Rudman & Dowd LLP represented The
Regents of the University of California, six Ohio state pension funds, Rabo
Bank (NL), the Scottish Widows Investment Partnership, several Australian
public and private funds, insurance companies, and numerous additional
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institutional investors, both domestic and international, in state and federal
court opt-out litigation stemming from Time Warner’s disastrous 2001 merger
with Internet high flier America Online. Robbins Geller Rudman & Dowd LLP
attorneys exposed a massive and sophisticated accounting fraud involving
America Online’s e-commerce and advertising revenue. After almost four
years of litigation involving extensive discovery, the Firm secured combined
settlements for its opt-out clients totaling over $629 million just weeks before
The Regents’ case pending in California state court was scheduled to go to
trial. The Regents’ gross recovery of $246 million is the largest individual optout
securities recovery in history.
• In re HealthSouth Corp. Sec. Litig., No. CV-03-BE-1500-S (N.D. Ala.). As
court-appointed co-lead counsel, Robbins Geller Rudman & Dowd LLP
attorneys obtained a combined recovery of $671 million from HealthSouth, its
auditor Ernst & Young, and its investment banker, UBS, for the benefit of
stockholder plaintiffs. The settlement against HealthSouth represents one of
the larger settlements in securities class action history and is considered
among the top 15 settlements achieved after passage of the PSLRA.
Likewise, the settlement against Ernst & Young is one of the largest
securities class action settlements entered into by an accounting firm since
the passage of the PSLRA. HealthSouth and its financial advisors
perpetrated one of the largest and most pervasive frauds in the history of
U.S. healthcare, prompting Congressional and law enforcement inquiry and
resulting in guilty pleas of 16 former HealthSouth executives in related
federal criminal prosecutions.
• In re Dynegy Inc. Sec. Litig., No. H-02-1571 (S.D. Tex.). As sole lead
counsel representing The Regents of the University of California and the
class of Dynegy investors, Robbins Geller Rudman & Dowd LLP attorneys
obtained a combined settlement of $474 million from Dynegy, Citigroup, Inc.
and Arthur Andersen LLP for their involvement in a clandestine financing
scheme known as Project Alpha. Given Dynegy’s limited ability to pay,
Robbins Geller Rudman & Dowd LLP attorneys structured a settlement
(reached shortly before the commencement of trial) that maximized plaintiffs’
recovery without bankrupting the company. Most notably, the settlement
agreement provides that Dynegy will appoint two board members to be
nominated by The Regents, which Robbins Geller Rudman & Dowd LLP and
The Regents believe will benefit all of Dynegy’s stockholders.
• In re Qwest Commc’ns Int’l, Inc. Sec. Litig., No. 01-cv-1451 (D. Colo.).
Robbins Geller Rudman & Dowd LLP attorneys served as lead counsel for a
class of investors that purchased Qwest securities. In July 2001, the Firm
filed the initial complaint in this action on behalf of its clients, long before any
investigation into Qwest’s financial statements was initiated by the SEC or
Department of Justice. After five years of litigation, lead plaintiffs entered into
a settlement with Qwest and certain individual defendants that provided a
$400 million recovery for the class and created a mechanism that allowed the
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vast majority of class members to share in an additional $250 million
recovered by the SEC. In 2008, Robbins Geller Rudman & Dowd LLP
attorneys recovered an additional $45 million for the class in a settlement
with defendants Joseph P. Nacchio and Robert S. Woodruff, the CEO and
CFO, respectively, of Qwest during large portions of the class period.
• In re AT&T Corp. Sec. Litig., MDL No. 1399 (D.N.J.). Robbins Geller
Rudman & Dowd LLP attorneys served as lead counsel for a class of
investors that purchased AT&T common stock. The case charged defendants
AT&T and its former Chairman and CEO, C. Michael Armstrong, with
violations of the federal securities laws in connection with AT&T’s April 2000
initial public offering of its wireless tracking stock, the largest IPO in American
history. After two weeks of trial, and on the eve of scheduled testimony by
Armstrong and infamous telecom analyst Jack Grubman, defendants agreed
to settle the case for $100 million. In granting approval of the settlement, the
court stated the following about the Robbins Geller Rudman & Dowd LLP
attorneys handling the case:
Lead Counsel are highly skilled attorneys with great experience
in prosecuting complex securities action[s], and their
professionalism and diligence displayed during [this] litigation
substantiates this characterization. The Court notes that Lead
Counsel displayed excellent lawyering skills through their
consistent preparedness during court proceedings, arguments
and the trial, and their well-written and thoroughly researched
submissions to the Court. Undoubtedly, the attentive and
persistent effort of Lead Counsel was integral in achieving the
excellent result for the Class.
In re AT&T Corp. Sec. Litig., MDL No. 1399, 2005 U.S. Dist. LEXIS 46144, at
*28-*29 (D.N.J. Apr. 25, 2005), aff’d, 455 F.3d 160 (3d Cir. 2006).
• In re Dollar Gen. Corp. Sec. Litig., No. 01-CV-00388 (M.D. Tenn.). Robbins
Geller Rudman & Dowd LLP attorneys served as lead counsel in this case in
which the Firm recovered $172.5 million for investors. The Dollar General
settlement was the largest shareholder class action recovery ever in
Tennessee.
• Carpenters Health & Welfare Fund v. Coca-Cola Co., No. 00-CV-2838
(N.D. Ga.). As co-lead counsel representing Coca-Cola shareholders,
Robbins Geller Rudman & Dowd LLP attorneys obtained a recovery of
$137.5 million after nearly eight years of litigation. Robbins Geller Rudman &
Dowd LLP attorneys traveled to three continents to uncover the evidence that
ultimately resulted in the settlement of this hard-fought litigation. The case
concerned Coca-Cola’s shipping of excess concentrate at the end of financial
reporting periods for the sole purpose of meeting analyst earnings
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expectations, as well as the company’s failure to properly account for certain
impaired foreign bottling assets.
• Schwartz v. TXU Corp., No. 02-CV-2243 (N.D. Tex). As co-lead counsel,
Robbins Geller Rudman & Dowd LLP attorneys obtained a recovery of over
$149 million for a class of purchasers of TXU securities. The recovery
compensated class members for damages they incurred as a result of their
purchases of TXU securities at inflated prices. Defendants had inflated the
price of these securities by concealing the fact that TXU’s operating earnings
were declining due to a deteriorating gas pipeline and the failure of the
company’s European operations.
• Thurber v. Mattel, Inc., No. 99-CV-10368 (C.D. Cal.). Robbins Geller
Rudman & Dowd LLP attorneys served as co-lead counsel for a class of
investors who purchased Mattel common stock. When the shareholders
approved Mattel’s acquisition of The Learning Company, they were misled by
defendants’ false statements regarding the financial condition of the acquired
company. Within months of the close of the transaction, Mattel disclosed that
The Learning Company had incurred millions in losses, and that instead of
adding to Mattel’s earnings, earnings would be far less than previously
stated. After thorough discovery, Robbins Geller Rudman & Dowd LLP
attorneys negotiated a settlement of $122 million plus corporate governance
changes.
• Brody v. Hellman (U.S. West Dividend Litigation), No. 00-CV-4142 (Dist.
Ct. for the City & Cty. of Denver, Colo.). Robbins Geller Rudman & Dowd
LLP attorneys were court-appointed counsel for the class of former
stockholders of U.S. West, Inc. who sought to recover a dividend declared by
U.S. West before its merger with Qwest. The merger closed before the
record and payment dates for the dividend, which Qwest did not pay
following the merger. The case was aggressively litigated and the plaintiffs
survived a motion to dismiss, two motions for summary judgment and
successfully certified the class over vigorous opposition from defendants. In
certifying the class, the court commented, “Defendants do not contest that
Plaintiffs’ attorneys are extremely well qualified to represent the putative
class. This litigation has been ongoing for four years; in that time Plaintiffs’
counsel has proven that they are more than adequate in ability,
determination, and resources to represent the putative class.” The case
settled for $50 million on the day before trial was scheduled to commence. At
the August 30, 2005 final approval hearing relating to the settlement, the
court noted that the case “was litigated by extremely talented lawyers on both
sides” and that the settlement was “a great result.” In describing the risk
taken by the Firm and its co-counsel, the court noted, “There wasn’t any
other lawyer[] in the United States that took the gamble that these people did.
Not one other firm anywhere said I’m willing to take that on. I’ll go five years.
I’ll pay out the expenses. I’ll put my time and effort on the line.” In discussing
the difficulties facing the Firm in this case, the court said, “There wasn’t any
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issue that wasn’t fought. It took a great deal of skill to get to the point of trial.”
In concluding, the court remarked that the class was “fortunate they had
some lawyers that had the guts to come forward and do it.”
• In re NASDAQ Market-Makers Antitrust Litig., MDL No. 1023 (S.D.N.Y.).
Robbins Geller Rudman & Dowd LLP attorneys served as court-appointed
co-lead counsel for a class of investors. The class alleged that the NASDAQ
market-makers set and maintained wide spreads pursuant to an industrywide
conspiracy in one of the largest and most important antitrust cases in
recent history. After three and one half years of intense litigation, the case
was settled for a total of $1.027 billion, at the time the largest ever antitrust
settlement. An excerpt from the court’s opinion reads:
Counsel for the Plaintiffs are preeminent in the field of class
action litigation, and the roster of counsel for the Defendants
includes some of the largest, most successful and well
regarded law firms in the country. It is difficult to conceive of
better representation than the parties to this action achieved.
In re NASDAQ Market-Makers Antitrust Litig., 187 F.R.D. 465, 474 (S.D.N.Y.
1998).
• In re Exxon Valdez, No. A89 095 Civ. (D. Alaska), and In re Exxon Valdez
Oil Spill Litig., No. 3 AN 89 2533 (Alaska Super. Ct., 3d Jud. Dist.). Robbins
Geller Rudman & Dowd LLP attorneys served on the Plaintiffs’ Coordinating
Committee and Plaintiffs’ Law Committee in this massive litigation resulting
from the Exxon Valdez oil spill in Alaska in March 1989. The jury awarded
hundreds of millions in compensatory damages, as well as $5 billion in
punitive damages (the latter were later reduced by the United States
Supreme Court to $507 million).
• In re 3Com, Inc. Sec. Litig., No. C-97-21083 (N.D. Cal.). A hard-fought
class action alleging violations of the federal securities laws in which Robbins
Geller Rudman & Dowd LLP attorneys served as lead counsel for the class
and obtained a recovery totaling $259 million.
• Mangini v. R.J. Reynolds Tobacco Co., No. 939359 (Cal. Super. Ct., San
Francisco County). In this case, R.J. Reynolds admitted that “the Mangini
action, and the way that it was vigorously litigated, was an early, significant
and unique driver of the overall legal and social controversy regarding
underage smoking that led to the decision to phase out the Joe Camel
Campaign.”
• Cordova v. Liggett Grp., Inc., No. 651824 (Cal. Super. Ct., San Diego
County), and People v. Philip Morris, Inc., No. 980864 (Cal. Super. Ct., San
Francisco County). Robbins Geller Rudman & Dowd LLP attorneys, as lead
counsel in both these actions, played a key role in these cases which were
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settled with the Attorneys General’s global agreement with the tobacco
industry, bringing $26 billion to the State of California as a whole and $12.5
billion to the cities and counties within California.
• Does I v. The Gap, Inc., No. 01 0031 (D. N. Mar. I.). In this groundbreaking
case, Robbins Geller Rudman & Dowd LLP attorneys represented a class of
30,000 garment workers who alleged that they had worked under sweatshop
conditions in garment factories in Saipan that produced clothing for top U.S.
retailers such as The Gap, Target and J.C. Penney. In the first action of its
kind, Robbins Geller Rudman & Dowd LLP attorneys pursued claims against
the factories and the retailers alleging violations of RICO, the Alien Tort
Claims Act, and the Law of Nations based on the alleged systemic labor and
human rights abuses occurring in Saipan. This case was a companion to two
other actions: Does I v. Advance Textile Corp., No. 99 0002 (D. N. Mar. I.),
which alleged overtime violations by the garment factories under the Fair
Labor Standards Act and local labor law, and UNITE v. The Gap, Inc., No.
300474 (Cal. Super. Ct., San Francisco County), which alleged violations of
California’s Unfair Practices Law by the U.S. retailers. These actions resulted
in a settlement of approximately $20 million that included a comprehensive
monitoring program to address past violations by the factories and prevent
future ones. The members of the litigation team were honored as Trial
Lawyers of the Year by the Trial Lawyers for Public Justice in recognition of
the team’s efforts in bringing about the precedent-setting settlement of the
actions.
• Hall v. NCAA (Restricted Earnings Coach Antitrust Litigation), No. 94-
2392 (D. Kan.). Robbins Geller Rudman & Dowd LLP attorneys were lead
counsel and lead trial counsel for one of three classes of coaches in these
consolidated price fixing actions against the National Collegiate Athletic
Association. On May 4, 1998, the jury returned verdicts in favor of the three
classes for more than $70 million.
• In re Prison Realty Sec. Litig., No. 3:99-0452 (M.D. Tenn.). Robbins Geller
Rudman & Dowd LLP attorneys served as lead counsel for the class,
obtaining a $105 million recovery.
• In re Honeywell Int’l, Inc. Sec. Litig., No. 00-cv-03605 (D.N.J.). Robbins
Geller Rudman & Dowd LLP attorneys served as lead counsel for a class of
investors that purchased Honeywell common stock. The case charged
Honeywell and its top officers with violations of the federal securities laws,
alleging the defendants made false public statements concerning
Honeywell’s merger with Allied Signal, Inc. and that defendants falsified
Honeywell’s financial statements. After extensive discovery, Robbins Geller
Rudman & Dowd LLP attorneys obtained a $100 million settlement for the
class.
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• In re Reliance Acceptance Grp., Inc. Sec. Litig., 99 MDL No. 1304 (D.
Del.). Robbins Geller Rudman & Dowd LLP attorneys served as co-lead
counsel and obtained a recovery of $39 million.
• Schwartz v. Visa Int’l, No. 822404-4 (Cal. Super. Ct., Alameda County).
After years of litigation and a six-month trial, Robbins Geller Rudman & Dowd
LLP attorneys won one of the largest consumer protection verdicts ever
awarded in the United States. Robbins Geller Rudman & Dowd LLP
attorneys represented California consumers in an action against Visa and
MasterCard for intentionally imposing and concealing a fee from their
cardholders. The court ordered Visa and MasterCard to return $800,000,000
in cardholder losses, which represented 100% of the amount illegally taken,
plus 2% interest. In addition, the court ordered full disclosure of the hidden
fee.
• Thompson v. Metro. Life Ins. Co., No. 00-cv-5071 (S.D.N.Y.). Robbins
Geller Rudman & Dowd LLP attorneys served as lead counsel and obtained
$145 million for the class in a settlement involving racial discrimination claims
in the sale of life insurance.
• In re Prudential Ins. Co. of Am. Sales Practices Litig., MDL No. 1061
(D.N.J.). In one of the first cases of its kind, Robbins Geller Rudman & Dowd
LLP attorneys obtained a settlement of $4 billion for deceptive sales practices
in connection with the sale of life insurance involving the “vanishing premium”
sales scheme.
INVESTOR AND SHAREHOLDER RIGHTS
PRECEDENT-SETTING DECISIONS
• Fox v. JAMDAT Mobile, Inc., 185 Cal. App. 4th 1068 (2010). Concluding
that Delaware’s shareholder ratification doctrine did not bar the claims, the
California Court of Appeal reversed dismissal of a shareholder class action
alleging breach of fiduciary duty in a corporate merger.
• In re Constar Int’l Inc. Sec. Litig., 585 F.3d 774 (3d Cir. 2009). The Third
Circuit flatly rejected defense contentions that where relief is sought under
§11 of the Securities Act of 1933, which imposes liability when securities are
issued pursuant to an incomplete or misleading registration statement, class
certification should depend upon findings concerning market efficiency and
loss causation.
• Siracusano v. Matrixx Initiatives, Inc., 585 F.3d 1167 (9th Cir. 2009). In a
securities fraud action, the Ninth Circuit rejected reliance upon a bright-line
“statistical significance” materiality standard, agreeing with plaintiffs that
defendants had omitted a material fact by failing to disclose a possible link
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between the company’s popular cold remedy and the loss of sense of smell
in some users.
• Alaska Elec. Pension Fund v. Flowserve Corp., 572 F.3d 221 (5th Cir.
2009). Aided by former United States Supreme Court Justice O’Connor’s
presence on the panel, the Fifth Circuit reversed a district court order denying
class certification and also reversed an order granting summary judgment to
defendants. The court held that the district court applied an incorrect factforfact
standard of loss causation, and that genuine issues of fact on loss
causation precluded summary judgment.
• In re F5 Networks, Inc., Derivative Litig., 207 P.3d 433 (Wash. 2009). In a
derivative action alleging unlawful stock option backdating, the Supreme
Court of Washington ruled that shareholders need not make a pre-suit
demand on the board of directors where this step would be futile, agreeing
with plaintiffs that favorable Delaware case law should be followed as
persuasive authority.
• Lormand v. US Unwired, Inc., 565 F.3d 228 (5th Cir. 2009). In a rare win for
investors in the Fifth Circuit, the court reversed an order of dismissal, holding
that safe harbor warnings were not meaningful when the facts alleged
established a strong inference that defendants knew their forecasts were
false. The court also held that plaintiffs sufficiently alleged loss causation.
• Institutional Investors Grp. v. Avaya, Inc., 564 F.3d 242 (3d Cir. 2009). In
a victory for investors in the Third Circuit, the court reversed an order of
dismissal, holding that shareholders pled with particularity why the
company’s repeated denials of price discounts on products were false and
misleading when the totality of facts alleged established a strong inference
that defendants knew their denials were false.
• Alaska Elec. Pension Fund v. Pharmacia Corp., 554 F.3d 342 (3d Cir.
2009), cert. denied, _ U.S. _, 130 S. Ct. 2401 (2010). The Third Circuit held
that claims filed for violation of §10(b) of the Securities Exchange Act of 1934
were timely, adopting investors’ argument that because scienter is a critical
element of the claims, the time for filing them cannot begin to run until the
defendants’ fraudulent state of mind should be apparent.
• Rael v. Page, 222 P.3d 678 (N.M. Ct. App.), cert. denied, 224 P.3d 649
(N.M. 2009). In this shareholder class and derivative action, Robbins Geller
Rudman & Dowd LLP attorneys obtained an appellate decision reversing the
trial court’s dismissal of the complaint alleging serious director misconduct in
connection with the merger of SunCal Companies and Westland
Development Co., Inc., a New Mexico company with large and historic
landholdings and other assets in the Albuquerque area. The appellate court
held that plaintiff’s claims for breach of fiduciary duty were direct, not
derivative, because they constituted an attack on the validity or fairness of
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the merger and the conduct of the directors. Although New Mexico law had
not addressed this question directly, at the urging of the Firm’s attorneys, the
court relied on Delaware law for guidance, rejecting the “special injury” test
for determining the direct versus derivative inquiry and instead applying more
recent Delaware case law.
• Luther v. Countrywide Home Loans Servicing LP, 533 F.3d 1031 (9th Cir.
2008). In a case of first impression, the Ninth Circuit held that the Securities
Act of 1933’s specific non-removal features had not been trumped by the
general removal provisions of the Class Action Fairness Act of 2005.
• In re Gilead Scis. Sec. Litig., 536 F.3d 1049 (9th Cir. 2008), cert. denied, _
U.S. _, 129 S. Ct. 1993 (2009). The Ninth Circuit upheld defrauded investors’
loss causation theory as plausible, ruling that a limited temporal gap between
the time defendants’ misrepresentation was publicly revealed and the
subsequent decline in stock value was reasonable where the public had not
immediately understood the impact of defendants’ fraud.
• Fidel v. Farley, 534 F.3d 508 (6th Cir. 2008). The Sixth Circuit upheld classnotice
procedures, rejecting an objector’s contentions that class action
settlements should be set aside because his own stockbroker had failed to
forward timely notice of the settlement to him.
• In re WorldCom Sec. Litig., 496 F.3d 245 (2d Cir. 2007). The Second
Circuit held that the filing of a class action complaint tolls the limitations
period for all members of the class, including those who choose to opt out of
the class action and file their own individual actions without waiting to see
whether the district court certifies a class – reversing the decision below and
effectively overruling multiple district court rulings that American Pipe tolling
did not apply under these circumstances.
• In re Merck & Co. Sec., Derivative & ERISA Litig., 493 F.3d 393 (3d Cir.
2007). In a shareholder derivative suit appeal, the Third Circuit held that the
general rule that discovery may not be used to supplement demand-futility
allegations does not apply where the defendants enter a voluntary stipulation
to produce materials relevant to demand futility without providing for any
limitation as to their use.
• Alaska Elec. Pension Fund v. Brown, 941 A.2d 1011 (Del. 2007). The
Supreme Court of Delaware held that the Alaska Electrical Pension Fund, for
purposes of the “corporate benefit” attorney-fee doctrine, was presumed to
have caused a substantial increase in the tender offer price paid in a “going
private” buyout transaction. The Court of Chancery originally ruled that
Alaska’s counsel, Robbins Geller Rudman & Dowd LLP, was not entitled to
an award of attorney fees, but Delaware’s high court, in its published opinion,
reversed and remanded for further proceedings.
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• Crandon Capital Partners v. Shelk, 157 P.3d 176 (Or. 2007). Oregon’s
Supreme Court ruled that a shareholder plaintiff in a derivative action may
still seek attorney fees even if the defendants took actions to moot the
underlying claims. The Firm’s attorneys convinced Oregon’s highest court to
take the case, and reverse, despite the contrary position articulated by both
the trial court and the Oregon Court of Appeals.
• In re Qwest Commc’ns Int’l, 450 F.3d 1179 (10th Cir. 2006). In a case of
first impression, the Tenth Circuit held that a corporation’s deliberate release
of purportedly privileged materials to governmental agencies was not a
“selective waiver” of the privileges such that the corporation could refuse to
produce the same materials to non-governmental plaintiffs in private
securities fraud litigation.
• In re Guidant S’holders Derivative Litig., 841 N.E.2d 571 (Ind. 2006).
Answering a certified question from a federal court, the Supreme Court of
Indiana unanimously held that a pre-suit demand in a derivative action is
excused if the demand would be a futile gesture. The court adopted a
“demand futility” standard and rejected defendants’ call for a “universal
demand” standard that might have immediately ended the case.
• Denver Area Meat Cutters v. Clayton, 209 S.W.3d 584 (Tenn. Ct. App.
2006). The Tennessee Court of Appeals rejected an objector’s challenge to a
class action settlement arising out of Warren Buffet’s 2003 acquisition of
Tennessee-based Clayton Homes. In their effort to secure relief for Clayton
Homes stockholders, the Firm’s attorneys obtained a temporary injunction of
the Buffet acquisition for six weeks in 2003 while the matter was litigated in
the courts. The temporary halt to Buffet’s acquisition received national press
attention.
• DeJulius v. New Eng. Health Care Emps. Pension Fund, 429 F.3d 935
(10th Cir. 2005). The Tenth Circuit held that the multi-faceted notice of a $50
million settlement in a securities fraud class action had been the best notice
practicable under the circumstances, and thus satisfied both constitutional
due process and Rule 23 of the Federal Rules of Civil Procedure.
• In re Daou Sys., 411 F.3d 1006 (9th Cir. 2005). The Ninth Circuit sustained
investors’ allegations of accounting fraud and ruled that loss causation was
adequately alleged by pleading that the value of the stock they purchased
declined when the issuer’s true financial condition was revealed.
• Barrie v. Intervoice-Brite, Inc., 397 F.3d 249 (5th Cir.), reh’g denied and
opinion modified, 409 F.3d 653 (5th Cir. 2005). The Fifth Circuit upheld
investors’ accounting-fraud claims, holding that fraud is pled as to both
defendants when one knowingly utters a false statement and the other
knowingly fails to correct it, even if the complaint does not specify who spoke
and who listened.
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• Ill. Mun. Ret. Fund v. Citigroup, Inc., 391 F.3d 844 (7th Cir. 2004). The
Seventh Circuit upheld a district court’s decision that the Illinois Municipal
Retirement Fund was entitled to litigate its claims under the Securities Act of
1933 against WorldCom’s underwriters before a state court rather than
before the federal forum sought by the defendants.
• Nursing Home Pension Fund, Local 144 v. Oracle Corp., 380 F.3d 1226
(9th Cir. 2004). The Ninth Circuit ruled that defendants’ fraudulent intent
could be inferred from allegations concerning their false representations,
insider stock sales and improper accounting methods.
• City of Monroe Emps. Ret. Sys. v. Bridgestone Corp., 399 F.3d 651 (6th
Cir. 2004). The Sixth Circuit held that a statement regarding objective data
supposedly supporting a corporation’s belief that its tires were safe was
actionable where jurors could have found a reasonable basis to believe the
corporation was aware of undisclosed facts seriously undermining the
statement’s accuracy.
• Southland Sec. Corp. v. INSpire Ins. Solutions Inc., 365 F.3d 353 (5th Cir.
2004). The Fifth Circuit sustained allegations that an issuer’s CEO made
fraudulent statements in connection with a contract announcement.
• Pirraglia v. Novell, Inc., 339 F.3d 1182 (10th Cir. 2003). The Tenth Circuit
upheld investors’ accounting-fraud claims, holding that plaintiffs could not be
expected to plead details of documents from defendants’ files, that the
materiality of defendants’ false statements is usually not resolvable at the
pleading stage, and that the absence of insider trading by individual
defendants did not mean they lacked a motive to commit fraud.
• No. 84 Employer-Teamster Joint Council Pension Trust Fund v. Am.
West Holding Corp., 320 F.3d 920 (9th Cir. 2003). The Ninth Circuit upheld
investors’ fraud claims, ruling that the materiality of defendants’ fraud was not
reflected in the stock’s market price until the full economic effects of
defendants’ fraud were finally revealed, and that a lack of stock sales by
defendants is not dispositive as to scienter.
• In re Cavanaugh, 306 F.3d 726 (9th Cir. 2002). The Ninth Circuit disallowed
judicial auctions to select lead plaintiffs in securities class actions and
protected lead plaintiffs’ right to select the lead counsel they desire to
represent them.
• Lone Star Ladies Inv. Club v. Schlotzsky’s Inc., 238 F.3d 363 (5th Cir.
2001). The Fifth Circuit upheld investors’ claims that securities offering
documents were incomplete and misleading, reversing a district court order
that had applied inappropriate pleading standards to dismiss the case.
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INSURANCE
• Smith v. Am. Family Mut. Ins. Co., 289 S.W.3d 675 (Mo. Ct. App. 2009).
Capping nearly a decade of hotly contested litigation, the Missouri Court of
Appeals reversed the trial court’s judgment notwithstanding the verdict for
auto insurer American Family and reinstated a unanimous jury verdict for the
plaintiff class.
• Troyk v. Farmers Grp., Inc., 171 Cal. App. 4th 1305 (2009). The California
Court of Appeal held that Farmers Insurance’s practice of levying a “service
charge” on one-month auto insurance policies, without specifying the charge
in the policy, violated California’s Insurance Code.
• Lebrilla v. Farmers Grp., Inc., 119 Cal. App. 4th 1070 (2004). Reversing the
trial court, the California Court of Appeal ordered class certification of a suit
against Farmers, one of the largest automobile insurers in California, and
ruled that Farmers’ standard automobile policy requires it to provide parts
that are as good as those made by vehicle’s manufacturer. The case
involved Farmers’ practice of using inferior imitation parts when repairing
insureds’ vehicles.
• In re Monumental Life Ins. Co., 365 F.3d 408, 416 (5th Cir. 2004). The Fifth
Circuit Court of Appeals reversed a district court’s denial of class certification
in a case filed by African-Americans seeking to remedy racially discriminatory
insurance practices. The Fifth Circuit held that a monetary relief claim is
viable in a Rule 23(b)(2) class if it flows directly from liability to the class as a
whole and is capable of classwide “‘computation by means of objective
standards and not dependent in any significant way on the intangible,
subjective differences of each class member’s circumstances.’”
• Dehoyos v. Allstate Corp., 345 F.3d 290 (5th Cir. 2003). The Fifth Circuit
Court of Appeals held that claims under federal civil rights statutes involving
the sale of racially discriminatory insurance policies based upon the use of
credit scoring did not interfere with state insurance statutes or regulatory
goals and were not preempted under the McCarran-Ferguson Act.
Specifically, the appellate court affirmed the district court’s ruling that the
McCarran-Ferguson Act does not preempt civil-rights claims under the Civil
Rights Act of 1866 and the Fair Housing Act for racially discriminatory
business practices in the sale of automobile and homeowners insurance.
• Mass. Mut. Life Ins. Co. v. Superior Court, 97 Cal. App. 4th 1282 (2002).
The California Court of Appeal affirmed a trial court’s order certifying a class
in an action by purchasers of so-called “vanishing premium” life-insurance
policies who claimed violations of California’s consumer-protection statutes.
The court held that common issues predominate where plaintiffs allege a
uniform failure to disclose material information about policy dividend rates.
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• Moore v. Liberty Nat’l Life Ins. Co., 267 F.3d 1209 (11th Cir. 2001). The
Eleventh Circuit affirmed the district court’s denial of the defendant’s motion
for judgment on the pleadings, rejecting contentions that insurance
policyholders’ claims of racial discrimination were barred by Alabama’s
common law doctrine of repose. The Eleventh Circuit also rejected the
insurer’s argument that the McCarran-Ferguson Act mandated preemption of
plaintiffs’ federal civil rights claims under 42 U.S.C. §§1981 and 1982.
CONSUMER PROTECTION
• Kwikset Corp. v. Superior Court, 51 Cal. 4th 310 (2011). In a leading
decision interpreting the scope of Proposition 64’s new standing
requirements under California’s Unfair Competition Law (UCL), the California
Supreme Court held that consumers alleging that a manufacturer has
misrepresented its product have “lost money or property” within the meaning
of the initiative, and thus have standing to sue under the UCL, if they “can
truthfully allege that they were deceived by a product’s label into spending
money to purchase the product, and would not have purchased it otherwise.”
Id. at 317. Kwikset involved allegations, proven at trial, that defendants
violated California’s “Made in the U.S.A.” statute by representing on their
labels that their products were “Made in U.S.A.” or “All-American Made”
when, in fact, the products were substantially made with foreign parts and
labor.
• Safeco Ins. Co. of Am. v. Superior Court, 173 Cal. App. 4th 814 (2009). In
a class action against auto insurer Safeco, the California Court of Appeal
agreed that the plaintiff should have access to discovery to identify a new
class representative after her standing to sue was challenged.
• Consumer Privacy Cases, 175 Cal. App. 4th 545 (2009). The California
Court of Appeal rejected objections to a nationwide class action settlement
benefiting Bank of America customers.
• Koponen v. Pac. Gas & Elec. Co., 165 Cal. App. 4th 345 (2008). The Firm’s
attorneys obtained a published decision reversing the trial court’s dismissal of
the action, and holding that the plaintiff’s claims for damages arising from the
utility’s unauthorized use of rights-of-way or easements obtained from the
plaintiff and other landowners were not barred by a statute limiting the
authority of California courts to review or correct decisions of the California
Public Utilities Commission.
• Sanford v. MemberWorks, Inc., 483 F.3d 956 (9th Cir. 2007). In a
telemarketing-fraud case, where the plaintiff consumer insisted she had
never entered the contractual arrangement that defendants said bound her to
arbitrate individual claims to the exclusion of pursuing class claims, the Ninth
Circuit reversed an order compelling arbitration – allowing the plaintiff to
litigate on behalf of a class.
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• Ritt v. Billy Blanks Enters., 870 N.E.2d 212 (Ohio Ct. App. 2007). In the
Ohio analog to the West case, the Ohio Court of Appeals approved
certification of a class of Ohio residents seeking relief under Ohio’s consumer
protection laws for the same telemarketing fraud.
• Haw. Med. Ass’n v. Haw. Med. Serv. Ass’n, 148 P.3d 1179 (Haw. 2006).
The Supreme Court of Hawaii ruled that claims of unfair competition were not
subject to arbitration and that claims of tortious interference with prospective
economic advantage were adequately alleged.
• Branick v. Downey Sav. & Loan Ass’n, 39 Cal. 4th 235 (2006). Robbins
Geller Rudman & Dowd LLP attorneys were part of a team of lawyers that
briefed this case before the Supreme Court of California. The court issued a
unanimous decision holding that new plaintiffs may be substituted, if
necessary, to preserve actions pending when Proposition 64 was passed by
California voters in 2004. Proposition 64 amended California’s Unfair
Competition Law and was aggressively cited by defense lawyers in an effort
to dismiss cases after the initiative was adopted.
• McKell v. Wash. Mut., Inc., 142 Cal. App. 4th 1457 (2006). The California
Court of Appeal reversed the trial court, holding that plaintiff’s theories
attacking a variety of allegedly inflated mortgage-related fees were
actionable.
• West Corp. v. Superior Court, 116 Cal. App. 4th 1167 (2004). The
California Court of Appeal upheld the trial court’s finding that jurisdiction in
California was appropriate over the out-of-state corporate defendant whose
telemarketing was aimed at California residents. Exercise of jurisdiction was
found to be in keeping with considerations of fair play and substantial justice.
• Kruse v. Wells Fargo Home Mortg., Inc., 383 F.3d 49 (2d Cir. 2004), and
Santiago v. GMAC Mortg. Grp., Inc., 417 F.3d 384 (3d Cir. 2005). In two
groundbreaking federal appellate decisions, the Second and Third Circuits
each ruled that the Real Estate Settlement Practices Act prohibits marking up
home loan-related fees and charges.
• Lavie v. Procter & Gamble Co., 105 Cal. App. 4th 496 (2003). The
California Court of Appeal issued an extensive opinion elaborating, for the
first time in California law, the meaning of the “reasonable consumer”
standard. The court announced a balanced approach that has enabled
actions under California’s leading consumer protection statutes when
necessary to protect the public from acts of unfair business competition.
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PARTNERS
• Kasky v. Nike, Inc., 27 Cal. 4th 939 (2002). The California Supreme Court
upheld claims that an apparel manufacturer misled the public regarding its
exploitative labor practices, thereby violating California statutes prohibiting
unfair competition and false advertising. The court rejected defense
contentions that such misconduct was protected by the First Amendment.
• Spielholz v. Superior Court, 86 Cal. App. 4th 1366 (2001). The California
Court of Appeal held that false advertising claims against a wireless
communications provider are not preempted by the Federal Communications
Act of 1934.
ATTORNEY BIOGRAPHIES
Mario Alba, Jr.
Mario Alba, Jr. is a partner in the Firm’s New York office. Mr. Alba is responsible for
initiating, investigating, researching and filing securities fraud class actions. Mr. Alba has
served as lead counsel in numerous class actions alleging violations of securities laws,
including cases against NBTY ($16 million recovery) and OSI Pharmaceuticals ($9 million
recovery). He is also part of the Firm’s Institutional Outreach Department whereby he
advises institutional investors. In addition, Mr. Alba is active in all phases of the Firm’s lead
plaintiff motion practice.
Education: B.S., St. John’s University, 1999; J.D., Hofstra University School of Law, 2002
Honors/Awards: B.S., Dean’s List, St. John’s University, 1999; Selected as participant in
Hofstra Moot Court Seminar, Hofstra University School of Law
Susan K. Alexander
Susan K. Alexander is a partner in the Firm’s San Francisco office and focuses on federal
appeals of securities fraud class actions. With 25 years of federal appellate experience, Ms.
Alexander has argued on behalf of defrauded investors in the First, Second, Fifth, Seventh,
Ninth, Tenth and Eleventh Circuits. Representative results include In re Gilead Scis. Sec.
Litig., 536 F.3d 1049 (9th Cir. 2008) (reversal of district court dismissal of securities fraud
complaint, focused on loss causation); and Barrie v. Intervoice-Brite, Inc., 397 F.3d 249
(5th Cir.) (reversal of district court dismissal of securities fraud complaint, focused on
scienter), reh’g denied and opinion modified, 409 F.3d 653 (5th Cir. 2005).
Ms. Alexander’s prior appellate work was with the California Appellate Project (“CAP”),
where she prepared appeals and petitions for writs of habeas corpus on behalf of
individuals sentenced to death. At CAP, and subsequently in private practice, Ms.
Alexander litigated and consulted on death penalty direct and collateral appeals for ten
years. Representative results include In re Brown, 17 Cal. 4th 873 (1998) (reversal of first
degree murder conviction, special circumstance finding, and death penalty); and Odle v.
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Woodford, 238 F.3d 1084 (9th Cir. 2001) (remand of death penalty conviction for
retrospective competency hearing).
Education: B.A., Stanford University, 1983; J.D., University of California, Los Angeles,
1986
Honors/Awards: Appellate Delegate, Ninth Circuit Judicial Conference; Executive
Committee, ABA Council of Appellate Lawyers
X. Jay Alvarez
X. Jay Alvarez is a partner in the Firm’s San Diego office. Mr. Alvarez’s practice areas
include securities fraud and other complex litigation. Mr. Alvarez is responsible for litigating
securities class actions and has obtained recoveries for investors including in the following
matters: Carpenters Health & Welfare Fund v. Coca-Cola Co. (N.D. Ga.) ($137.5 million
recovery); In re Qwest Commc’ns Int’l, Inc. Sec. Litig. (D. Colo.) ($445 million recovery);
Hicks v. Morgan Stanley (S.D.N.Y.), Abrams v. VanKampen Funds Inc. (N.D. Ill.), and In re
Eaton Vance (D. Mass.) ($51.5 million aggregate settlements); In re Cooper Cos., Inc. Sec.
Litig. (C.D. Cal.) ($27 million recovery); and In re Bridgestone Sec. Litig. (M.D. Tenn.) ($30
million recovery). Prior to joining the Firm, Mr. Alvarez served as an Assistant United States
Attorney for the Southern District of California, where he prosecuted a number of bank
fraud, money laundering, and complex narcotics conspiracy cases.
Education: B.A., University of California, Berkeley, 1984; J.D., University of California,
Berkeley, Boalt Hall School of Law, 1987
STEPHEN R. ASTLEY
Stephen R. Astley is a partner in the Firm’s Boca Raton office. Mr. Astley’s practice is
devoted to representing shareholders in actions brought under the federal securities laws.
Mr. Astley has been responsible for the prosecution of complex securities cases and has
obtained significant recoveries for investors, including cases involving Red Hat, US
Unwired, TECO Energy, Tropical Sportswear, Medical Staffing, Sawtek, Anchor Glass,
ChoicePoint, Jos. A. Bank, TomoTherapy, and Navistar. Prior to joining the Firm, Mr. Astley
clerked for the Honorable Peter T. Fay, United States Court of Appeals for the Eleventh
Circuit. In addition, he obtained extensive trial experience as a member of the United
States Navy’s Judge Advocate General’s Corps, where he was the Senior Defense
Counsel for the Pearl Harbor, Hawaii, Naval Legal Service Office Detachment.
Education: B.S., Florida State University, 1992; M. Acc., University of Hawaii at Manoa,
2001; J.D., University of Miami School of Law, 1997
Honors/Awards: J.D., Cum Laude, University of Miami School of Law, 1997; United States
Navy Judge Advocate General’s Corps., Lieutenant
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A. RICK ATWOOD, JR.
A. Rick Atwood, Jr. is a partner in the Firm’s San Diego office. He represents shareholders
in securities class actions, merger-related class actions, and shareholder derivative actions
in federal and state court in numerous jurisdictions, and through his efforts on behalf of the
Firm’s clients has helped recover billions of dollars for shareholders, including the largest
post-merger common fund recoveries on record. Significant reported opinions include In re
Del Monte Foods Co. S’holders Litig., 25 A.3d 813 (Del. Ch. 2011) (enjoining merger in an
action that subsequently resulted in an $89.4 million recovery for shareholders); Brown v.
Brewer, No. CV 06-3731, 2010 U.S. Dist. LEXIS 60863 (C.D. Cal. June 17, 2010) (holding
corporate directors to a higher standard of good faith conduct in an action that
subsequently resulted in a $45 million recovery for shareholders); In re Prime Hospitality,
Inc. S’holders Litig., No. 652-N, 2005 Del. Ch. LEXIS 61 (Del. Ch. May 4, 2005)
(successfully objecting to unfair settlement and thereafter obtaining $25 million recovery for
shareholders); Crandon Capital Partners v. Shelk, 157 P.3d 176 (Or. 2007) (expanding
rights of shareholders in derivative litigation); Ind. State Dist. Council of Laborers & HOD
Carriers Pension Fund v. Renal Care Grp., Inc., No. 05-0451, 2005 U.S. Dist. LEXIS 24210
(M.D. Tenn. Aug. 18, 2005) (successfully obtaining remand of case improperly removed to
federal court under the Class Action Fairness Act); Pipefitters Local 522 & 633 Pension
Trust Fund v. Salem Commc’ns Corp., No. CV 05-2730, 2005 U.S. Dist. LEXIS 14202 (C.D.
Cal. June 28, 2005) (successfully obtaining remand of case improperly removed to federal
court under the Securities Litigation Uniform Standards Act of 1998); and Pate v. Elloway,
No. 01-03-00187-CV, 2003 Tex. App. LEXIS 9681 (Tex. App. Houston 1st Dist. Nov. 13,
2003) (upholding certification of shareholder class action under new Texas standards).
Education: B.A., University of Tennessee, Knoxville, 1987; B.A., Katholieke Universiteit
Leuven, Belgium, 1988; J.D., Vanderbilt School of Law, 1991
Honors/Awards: Attorney of the Year, California Lawyer, 2012; B.A., Great Distinction,
Katholieke Universiteit Leuven, Belgium, 1988; B.A., Honors, University of Tennessee,
Knoxville, 1987; Authorities Editor, Vanderbilt Journal of Transnational Law, 1991
AELISH M. BAIG
Aelish Marie Baig is a partner in the Firm's San Francisco office and focuses her practice
on securities class action litigation in federal court. Ms. Baig has litigated a number of
cases through jury trial, resulting in multi-million dollar awards or settlements for her clients.
Ms. Baig has prosecuted numerous securities fraud actions filed against corporations such
as Huffy, Pall and Verizon. Ms. Baig was part of the litigation and trial team in White v.
Cellco Partnership d/b/a Verizon Wireless, which ultimately settled for $21 million and
Verizon's agreement to an injunction restricting its ability to impose early termination fees in
future subscriber agreements. Ms. Baig also prosecuted numerous stock option
backdating actions, securing tens of millions of dollars in cash recoveries, as well as the
implementation of comprehensive corporate governance enhancements for companies
victimized by fraudulent stock option practices. Her clients have included the Counties of
Santa Clara and Santa Cruz, as well as state, county and municipal pension funds across
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the country. Ms. Baig is a member of the California Bar, and has been admitted to practice
in state and federal courts in California as well as in the U.S. Supreme Court.
Education: B.A., Brown University, 1992; J.D., Washington College of Law at American
University, 1998
Honors/Awards: J.D., Cum Laude, Washington College of Law at American University,
1998; Senior Editor, Administrative Law Review, Washington College of Law at American
University
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RANDALL J. BARON
Randall J. Baron is a partner in the Firm’s San Diego office and specializes in securities
and corporate takeover litigation and breach of fiduciary duty actions. Mr. Baron is
responsible for 7 of the 12 largest takeover settlements in history, including the largest
settlement of its kind. In 2010, as a lead counsel in In re Kinder Morgan, Inc. S’holder Litig.
(Kan. Dist. Ct., Shawnee County), Mr. Baron secured a settlement of $200 million on behalf
of shareholders who were cashed out in the buyout. Other notable achievements include In
re Chaparral Res., Inc. S’holder Litig. (Del. Ch.), where Mr. Baron was one of the lead trial
counsel, which resulted in a common fund settlement of $41 million (or 45% increase
above merger price); In re ACS S’holder Litig. (Del. Ch. and Tex. County Ct., Dallas
County), where Mr. Baron, as lead Texas counsel, obtained significant modifications to the
terms of the merger agreement and a $69 million common fund; In re Prime Hospitality, Inc.
S’holder Litig. (Del. Ch.), where Mr. Baron led a team of lawyers who objected to a
settlement that was unfair to the class and proceeded to litigate breach of fiduciary duty
issues involving a sale of hotels to a private equity firm, which resulted in a common fund
settlement of $25 million for shareholders; and In re Dollar Gen. S’holder Litig. (Tenn. Cir.
Ct., Davidson County), where Mr. Baron was lead trial counsel and helped to secure a
settlement of up to $57 million in a common fund shortly before trial. Prior to joining the
Firm, Mr. Baron served as a Deputy District Attorney from 1990-1997 in Los Angeles
County.
Education: B.A., University of Colorado at Boulder, 1987; J.D., University of San Diego
School of Law, 1990
Honors/Awards: Attorney of the Year, California Lawyer, 2012; One of the Top 500
Lawyers, Lawdragon, 2011; Litigator of the Week, American Lawyer, October 7, 2011; J.D.,
Cum Laude, University of San Diego School of Law, 1990
JAMES E. BARZ
James E. Barz is a former federal prosecutor and a registered CPA. He is a trial lawyer who
has tried 18 federal and state jury trials to verdict and has argued 9 cases in the Seventh
Circuit. Prior to joining the Firm, he was a partner in one of the largest law firms in
Chicago. He currently is the partner in charge of the Chicago office and since joining the
Firm in 2011 has represented defrauded investors in multiple cases securing settlements in
excess of $200 million. Since 2008, Mr. Barz has been an Adjunct Professor at
Northwestern University School of Law where he teaches Trial Advocacy.
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Education: B.B.A., Loyola University Chicago, School of Business Administration, 1995;
J.D., Northwestern University School of Law, 1998
Honors/Awards: B.B.A., Summa Cum Laude, Loyola University Chicago, School of
Business Administration, 1995; J.D., Cum Laude, Northwestern University School of Law,
1998
ALEXANDRA S. BERNAY
Alexandra S. Bernay is a partner in the San Diego office of Robbins Geller Rudman &
Dowd LLP, where she specializes in antitrust and unfair competition class-action litigation.
Ms. Bernay has also worked on some of the Firm's largest securities fraud class actions,
including the Enron litigation, which recovered an unprecedented $7.2 billion for investors.
Ms. Bernay's current practice focuses on the prosecution of antitrust and consumer fraud
cases. She is on the litigation team prosecuting the In re Payment Card Interchange Fee
and Merchant Discount Antitrust Litigation, which is pending in the Eastern District of New
York. Ms. Bernay is also a member of the team prosecuting The Apple iPod iTunes Anti-
Trust Litigation in the Northern District of California as well as the litigation team involved in
the In re Digital Music Antitrust Litigation, among other cases in the Firm's antitrust practice
area.
She is also actively involved in the consumer action on behalf of bank customers who were
overcharged for debit card transactions. That case, In re Checking Account Overdraft
Litigation, is pending in the Southern District of Florida.
Education: B.A., Humboldt State University, 1997; J.D., University of San Diego School of
Law, 2000
DOUGLAS R. BRITTON
Douglas R. Britton is a partner in the Firm’s San Diego office and represents shareholders
in securities class actions. Mr. Britton has secured settlements exceeding $1 billion and
significant corporate governance enhancements to improve corporate functioning.
Notable achievements include the In re WorldCom, Inc. Sec. & “ERISA” Litig., where Mr.
Britton was one of the lead partners that represented a number of opt-out institutional
investors and secured an unprecedented recovery of $651 million; In re SureBeam Corp.
Sec. Litig., where Mr. Britton was the lead trial counsel and secured an impressive recovery
of $32.75 million; and In re Amazon.com, Inc. Sec. Litig., where Mr. Britton was one of the
lead attorneys securing a $27.5 million recovery for investors.
Mr. Britton has been specializing in securities litigation his entire legal career.
Education: B.B.A., Washburn University, 1991; J.D., Pepperdine University School of Law,
1996
Honors/Awards: J.D., Cum Laude, Pepperdine University School of Law, 1996
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LUKE O. BROOKS
Luke O. Brooks is a partner in the Firm’s San Francisco office and is a member of the
securities litigation practice group. Notably, Mr. Brooks was on the trial team that won a jury
verdict in Lawrence E. Jaffe Pension Plan v. Household Int’l, Inc., No. 02-C-5893 (N.D. Ill.),
a securities fraud class action against one of the world’s largest subprime lenders. Although
the litigation is ongoing, the Household verdict is expected to yield in excess of $1 billion for
the plaintiff class.
Education: B.A., University of Massachusetts at Amherst, 1997; J.D., University of San
Francisco, 2000
Honors/Awards: Member, University of San Francisco Law Review, University of San
Francisco
ANDREW J. BROWN
Andrew J. Brown is a partner in the Firm’s San Diego office and prosecutes complex
securities fraud and shareholder derivative actions against executives and corporations.
Mr. Brown’s efforts have resulted in numerous multi-million dollar recoveries to
shareholders and precedent-setting changes in corporate practices. Recent examples
include Batwin v. Occam Networks, Inc., No. CV 07-2750, 2008 U.S. Dist. LEXIS 52365
(C.D. Cal. July 1, 2008); In re Constar Int’l Inc. Sec. Litig., 585 F.3d 774 (3d Cir. 2009); In re
UNUMProvident Corp. Sec. Litig., 396 F. Supp. 2d 858 (E.D. Tenn. 2005); and In re
UnitedHealth Grp. Inc. PSLRA Litig., No. 06-CV-1691, 2007 U.S. Dist. LEXIS 94616 (D.
Minn. Dec. 26, 2007). Prior to joining the Firm, Mr. Brown worked as a trial lawyer for the
San Diego County Public Defender’s Office. Thereafter, he opened his own law firm, where
he represented consumers and insureds in lawsuits against major insurance companies.
Education: B.A., University of Chicago, 1988; J.D., University of California, Hastings
College of the Law, 1992
SPENCER A. BURKHOLZ
Spencer A. Burkholz is a partner in the Firm’s San Diego office and a member of the Firm’s
Executive and Management Committees. Mr. Burkholz specializes in securities class
actions and private actions on behalf of large institutional investors and was one of the lead
trial attorneys in the Household securities class action that resulted in a jury verdict on
liability and per share damages in favor of investors in May 2009. Mr. Burkholz has also
represented public and private institutional investors in the Enron, WorldCom, Qwest and
Cisco securities actions that have recovered billions of dollars for investors. Mr. Burkholz is
currently representing large institutional investors in actions involving the credit crisis.
Education: B.A., Clark University, 1985; J.D., University of Virginia School of Law, 1989
Honors/Awards: B.A., Cum Laude, Clark University, 1985; Phi Beta Kappa, Clark
University, 1985
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JAMES CAPUTO
James Caputo is a partner in the Firm’s San Diego office. Mr. Caputo focuses his practice
on the prosecution of complex litigation involving securities fraud and corporate
malfeasance, consumer protection violations, unfair business practices, contamination and
toxic torts, and employment and labor law violations. Mr. Caputo successfully served as
lead or co-lead counsel in numerous class, consumer and employment litigation matters,
including In re S3 Sec. Litig., No. CV770003 (Cal. Super. Ct., Santa Clara County);
Santiago v. Kia Motors Am., No. 01CC01438 (Cal. Super. Ct., Orange County); In re
Fleming Cos. Sec. Litig., No. 02-CV-178 (E.D. Tex.); In re Valence Tech. Sec. Litig., No.
C95-20459 (N.D. Cal.); In re THQ, Inc. Sec. Litig., No. CV-00-01783 (C.D. Cal.); Mynaf v.
Taco Bell Corp., CV 761193 (Cal. Super. Ct., Santa Clara County); Newman v. Stringfellow
(Cal. Super. Ct., Riverside County); Carpenters Health & Welfare Fund v. Coca Cola Co.,
No. 00-CV-2838-WBH (N.D. Ga.); Hawaii Structural Ironworkers Pension Trust Fund v.
Calpine Corp., No. 1-04-cv-021465 (Cal. Super. Ct., Santa Clara County); and In re
HealthSouth Corp. Sec. Litig., No. CV-03-BE-1500-S (N.D. Ala.). Collectively, these actions
have returned well over $1 billion to injured stockholders, consumers and employees.
Prior to joining the Firm, Mr. Caputo was a staff attorney to Associate Justice Don R. Work
and Presiding Justice Daniel J. Kremer of the California Court of Appeal, Fourth Appellate
District.
Education: B.S., University of Pittsburgh, 1970; M.A., University of Iowa, 1975; J.D.,
California Western School of Law, 1984
Honors/Awards: San Diego Super Lawyer (2008-Present); J.D., Magna Cum Laude,
California Western School of Law, 1984; Editor-in-Chief, International Law Journal,
California Western School of Law
CHRISTOPHER COLLINS
Christopher Collins is a partner in the Firm’s San Diego office. His practice areas include
antitrust, consumer protection and tobacco litigation. Mr. Collins served as co-lead counsel
in Wholesale Elec. Antitrust Cases I & II, JCCP Nos. 4204 & 4205, charging an antitrust
conspiracy by wholesale electricity suppliers and traders of electricity in California’s newly
deregulated wholesale electricity market wherein plaintiffs secured a global settlement for
California consumers, businesses and local governments valued at more than $1.1 billion.
Mr. Collins was also involved in California’s tobacco litigation, which resulted in the $25.5
billion recovery for California and its local entities. Mr. Collins is currently counsel on the
MemberWorks upsell litigation, as well as a number of consumer actions alleging false and
misleading advertising and unfair business practices against major corporations. Mr. Collins
formerly served as a Deputy District Attorney for Imperial County.
Education: B.A., Sonoma State University, 1988; J.D., Thomas Jefferson School of Law,
1995
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JOSEPH D. DALEY
Joseph D. Daley is a partner in the Firm’s San Diego office, serves on the Firm’s Securities
Hiring Committee, and is a member of the Firm’s Appellate Practice Group. Precedents
include NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co., __ F.3d __, 2012
U.S. App. LEXIS 18814 (2d Cir. Sept. 6, 2012); Frank v. Dana Corp. (“Dana II”), 646 F.3d
954 (6th Cir.), cert. denied, _U.S._, 132 S. Ct. 559 (2011); Siracusano v. Matrixx Initiatives,
Inc., 585 F.3d 1167 (9th Cir. 2009), aff’d, _U.S._, 131 S.Ct. 1309 (2011); In re HealthSouth
Corp. Sec. Litig., 334 F. App’x 248 (11th Cir. 2009); Frank v. Dana Corp. (“Dana I”), 547
F.3d 564 (6th Cir. 2008); Luther v. Countrywide Home Loans Servicing LP, 533 F.3d 1031
(9th Cir. 2008); In re Merck & Co. Sec., Derivative & ERISA Litig., 493 F.3d 393 (3d Cir.
2007); In re Qwest Commc’ns Int’l, 450 F.3d 1179 (10th Cir. 2006); and DeJulius v. New
Eng. Health Care Emps. Pension Fund, 429 F.3d 935 (10th Cir. 2005). Mr. Daley is
admitted to practice before the Supreme Court of the United States, as well as before 12
United States Courts of Appeals around the nation.
Education: B.S., Jacksonville University, 1981; J.D., University of San Diego School of
Law, 1996
Honors/Awards: San Diego Super Lawyer (2012, 2011); Appellate Moot Court Board,
Order of the Barristers, University of San Diego School of Law; Best Advocate Award
(Traynore Constitutional Law Moot Court Competition), First Place and Best Briefs (Alumni
Torts Moot Court Competition and USD Jessup International Law Moot Court Competition)
PATRICK W. DANIELS
Patrick W. Daniels is a founding partner of the Firm and a member of the Firm’s
Management Committee. Mr. Daniels counsels private and state government pension
funds, central banks and fund managers in the United States, Australia, United Arab
Emirates, United Kingdom, the Netherlands, and other countries within the European Union
on issues related to corporate fraud in the United States securities markets and on “best
practices” in the corporate governance of publicly traded companies. Mr. Daniels has
represented dozens of institutional investors in some of the largest and most significant
shareholder actions in the United States, including the Enron, WorldCom, AOL Time
Warner and BP actions.
Education: B.A., University of California, Berkeley, 1993; J.D., University of San Diego
School of Law, 1997
Honors/Awards: One of the Most 20 Most Influential Lawyers in the State of California
Under 40 Years of Age, Daily Journal; Rising Star of Corporate Governance, Yale School
of Management’s Milstein Center for Corporate Governance & Performance; B.A., Cum
Laude, University of California, Berkeley, 1993
STUART A. DAVIDSON
Stuart A. Davidson is a partner in the Firm’s Boca Raton office and currently devotes his
time to the representation of investors in class actions involving mergers and acquisitions,
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in prosecuting derivative lawsuits on behalf of public corporations, and in prosecuting a
number of consumer fraud cases throughout the nation. Since joining the Firm, Mr.
Davidson has obtained multi-million dollar recoveries for healthcare providers, consumers
and shareholders, including cases involving Aetna Health, Vista Healthplan, Fidelity
Federal Bank & Trust, and UnitedGlobalCom. Mr. Davidson is a former lead trial attorney in
the Felony Division of the Broward County, Florida Public Defender’s Office. During his
tenure at the Public Defender’s Office, Mr. Davidson tried over 30 jury trials and
represented individuals charged with a variety of offenses, including life and capital
felonies.
Education: B.A., State University of New York at Geneseo, 1993; J.D., Nova Southeastern
University Shepard Broad Law Center, 1996
Honors/Awards: J.D., Summa Cum Laude, Nova Southeastern University Shepard Broad
Law Center, 1996; Associate Editor, Nova Law Review, Book Awards in Trial Advocacy,
Criminal Pretrial Practice and International Law
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JASON C. DAVIS
Jason C. Davis is a partner in the Firm’s San Francisco office. Mr. Davis’ practice focuses
on securities class actions and complex litigation involving equities, fixed-income, synthetic
and structured securities issued in public and private transactions. Mr. Davis was on the
trial team that won a unanimous jury verdict in a class action against one of the world’s
largest subprime lenders in Jaffe v. Household Int'l, Inc., No. 02-C-5893 (N.D. Ill.).
Previously, Mr. Davis focused on cross-border transactions, mergers and acquisitions at
Cravath, Swaine and Moore LLP in New York.
Education: B.A., Syracuse University, 1998; J.D., University of California at Berkeley, Boalt
Hall School of Law, 2002
Honors/Awards: B.A., Summa Cum Laude, Syracuse University, 1998; International
Relations Scholar of the year, Syracuse University; Teaching fellow, examination awards,
Moot court award, University of California at Berkeley, Boalt Hall School of Law
MICHAEL J. DOWD
Michael J. Dowd is a founding partner in the Firm’s San Diego office and a member of the
Firm’s Executive and Management Committees. Mr. Dowd is responsible for prosecuting
complex securities cases and has obtained significant recoveries for investors in cases
such as AOL Time Warner, UnitedHealth, WorldCom, Qwest, Vesta, U.S. West and
Safeskin. In 2009, Mr. Dowd served as lead trial counsel in Jaffe v. Household Int’l Inc. in
the Northern District of Illinois, which resulted in a jury liability verdict for plaintiffs expected
to yield in excess of $1 billion for the injured class. Mr. Dowd also served as the lead trial
lawyer in In re AT&T Corp. Sec. Litig., which was tried in the District of New Jersey and
settled after only two weeks of trial for $100 million. Mr. Dowd served as an Assistant
United States Attorney in the Southern District of California from 1987-1991, and again
from 1994-1998.
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Education: B.A., Fordham University, 1981; J.D., University of Michigan School of Law,
1984
Honors/Awards: Attorney of the Year, California Lawyer; Director’s Award for Superior
Performance, United States Attorney’s Office; Top 100 Lawyers, Daily Journal, 2009; B.A.,
Magna Cum Laude, Fordham University, 1981
TRAVIS E. DOWNS III
Travis E. Downs III is a partner in the Firm’s San Diego office and focuses his practice on
the prosecution of shareholder and securities litigation, including shareholder derivative
litigation on behalf of corporations. Mr. Downs has extensive experience in federal and
state shareholder litigation and recently led a team of lawyers who successfully prosecuted
over 65 stock option backdating derivative actions pending in state and federal courts
across the country, including In re Marvell Tech. Grp., Inc. Derivative Litig. ($54 million in
financial relief and extensive corporate governance enhancements); In re KLA-Tencor
Corp. Derivative Litig. ($42.6 million in financial relief and significant corporate governance
reforms); In re McAfee, Inc. Derivative Litig. ($30 million in financial relief and corporate
governance enhancements); In re Activision Corp. Derivative Litig. ($24.3 million in financial
relief and extensive corporate governance reforms); and In re Juniper Networks, Inc.
Derivative Litig. ($22.7 million in financial relief and significant corporate governance
enhancements).
Education: B.A., Whitworth University, 1985; J.D., University of Washington School of
Law, 1990
Honors/Awards: B.A., Honors, Whitworth University, 1985
DANIEL S. DROSMAN
Daniel S. Drosman is a partner in the Firm’s San Diego office and focuses his practice on
securities fraud and other complex civil litigation. Mr. Drosman has obtained significant
recoveries for investors in cases such as Cisco Systems, Coca-Cola, Petco, PMI and
America West. In 2009, Mr. Drosman served as one of the lead trial attorneys in Jaffe v.
Household Int’l, Inc. in the Northern District of Illinois, which resulted in a jury verdict for
plaintiffs expected to yield in excess of $1 billion for the injured investors. Mr. Drosman
currently leads a group of attorneys prosecuting fraud claims against the credit rating
agencies, where he is distinguished as one of the few plaintiffs’ counsel to overcome the
credit rating agencies’ motions to dismiss.
Prior to joining the Firm, Mr. Drosman served as an Assistant District Attorney for the
Manhattan District Attorney’s Office, and an Assistant United States Attorney in the
Southern District of California, where he investigated and prosecuted violations of the
federal narcotics, immigration, and official corruption law.
Education: B.A., Reed College, 1990; J.D., Harvard Law School, 1993
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Honors/Awards: Department of Justice Special Achievement Award, Sustained Superior
Performance of Duty; B.A., Honors, Reed College, 1990; Phi Beta Kappa, Reed College,
1990
THOMAS E. EGLER
Thomas E. Egler is a partner in the Firm’s San Diego office and focuses his practice on the
prosecution of securities class actions on behalf of defrauded shareholders. Mr. Egler is
responsible for prosecuting securities fraud class actions and has obtained recoveries for
investors in litigation involving WorldCom ($657 million recovery), AOL Time Warner ($629
million recovery), and Qwest ($445 million recovery), as well as dozens of other actions.
Prior to joining the Firm, Mr. Egler was a law clerk to the Honorable Donald E. Ziegler,
Chief Judge, United States District Court, Western District of Pennsylvania.
Education: B.A., Northwestern University, 1989; J.D., The Catholic University of America,
Columbus School of Law, 1995
Honors/Awards: Associate Editor, The Catholic University Law Review
JASON A. FORGE
Jason A. Forge is a partner in the Firm’s San Diego office, specializing in complex
investigations, litigation, and trials. As a federal prosecutor and private practitioner, Mr.
Forge has conducted dozens of jury and bench trials in federal and state courts, including
the month-long trial of a defense contractor who conspired with Congressman Randy
“Duke” Cunningham in the largest bribery scheme in congressional history. Mr. Forge has
taught trial practice techniques on local and national levels. He has also written and
argued many state and federal appeals, including an en banc argument in the Ninth Circuit.
Representative results include United States v. Wilkes, 662 F.3d 524 (9th Cir. 2011)
(affirming in all substantive respects, fraud, bribery, and money laundering convictions),
and United States v. Iribe, 564 F.3d 1155 (9th Cir. 2009) (affirming use of U.S.-Mexico
extradition treaty to extradite and convict defendant who kidnapped and murdered private
investigator).
Education: B.B.A., The University of Michigan Ross School of Business, 1990; J.D., The
University of Michigan Law School, 1993
Honors/Awards: Two-time recipient of one of Department of Justice’s highest awards:
Director’s Award for Superior Performance by Litigation Team; numerous commendations
from Federal Bureau of Investigation (including commendation from FBI Director Robert
Mueller III), Internal Revenue Service, and Defense Criminal Investigative Service; J.D.,
Magna Cum Laude, Order of the Coif, The University of Michigan Law School, 1993;
B.B.A., High Distinction, The University of Michigan Ross School of Business, 1990
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PAUL J. GELLER
Paul J. Geller, one of the Firm’s founding partners, manages the Firm’s Boca Raton, Florida
office and sits on the Firm’s Executive Committee. Before devoting his practice exclusively
to the representation of plaintiffs, Mr. Geller defended blue-chip companies in class action
lawsuits at one of the world’s largest corporate defense firms.
Mr. Geller’s class action experience is broad, and he has handled cases in each of the
Firm’s practice areas. His securities fraud successes include class actions against three
large mutual fund families for the manipulation of asset values (Hicks v. Morgan Stanley;
Abrams v. Van Kampen; In re Eaton Vance) ($51.5 million aggregate settlements) and a
case against Lernout & Hauspie Speech Products, N.V. ($115 million settlement). In the
derivative arena, Mr. Geller was lead derivative counsel in a case against Prison Realty
Trust (total aggregate settlement of $120 million). In the corporate takeover area, Mr. Geller
led cases against the boards of directors of Outback Steakhouse ($30 million additional
consideration to shareholders) and Intermedia Corp. ($38 million settlement). Finally, Mr.
Geller has handled many consumer fraud class actions, including cases against Fidelity
Federal for privacy violations ($50 million settlement) and against Dannon for falsely
advertising the health benefits of yogurt ($45 million settlement).
Education: B.S., University of Florida, 1990; J.D., Emory University School of Law, 1993
Honors/Awards: One of Florida’s Top Lawyers, Law & Politics; One of the Nation’s Top
500 Lawyers, Lawdragon; One of the Nation’s Top 40 Under 40, The National Law Journal;
Editor, Emory Law Review; Order of the Coif, Emory University School of Law; “Florida
Super Lawyer,” Law & Politics; “Legal Elite,” South Fla. Bus. Journal; “Most Effective
Lawyer Award,” American Law Media
DAVID J. GEORGE
David J. George is a partner in the Firm’s Boca Raton office and devotes his practice to
representing defrauded investors in securities class actions. Mr. George, a zealous
advocate of shareholder rights, has been lead and/or co-lead counsel with respect to
various securities class action matters, including In re Cryo Cell Int’l, Inc. Sec. Litig. (M.D.
Fla.) ($7 million settlement); In re TECO Energy, Inc. Sec. Litig. (M.D. Fla.) ($17.35 million
settlement); In re Newpark Res., Inc. Sec. Litig. (E.D. La.) ($9.24 million settlement); In re
Mannatech, Inc. Sec. Litig. (N.D. Tex.) ($11.5 million settlement); R.H. Donnelley (D. Del.)
($25 million settlement); City of Lakeland Emps. Pension Plan v. Baxter Int’l, Inc. (N.D. Ill.);
Locals 302 & 612 of the Int’l Union of Operating Eng’s v. Mort. Asset Securitization
Transactions, Inc. (D.N.J.); City of Roseville Emps. Ret. Sys. v. Textron, Inc. (D.R.I.); and
Sheet Metal Workers Local 32 Pension Fund v. Terex Corp. (D. Conn.). Mr. George has
also acted as lead counsel in numerous consumer class actions, including Lewis v. Labor
Ready, Inc. (S.D. Fla.) ($11 million settlement); and In re Webloyalty.com, Inc. Mktg.
Practices & Sales Practices Litig. (D. Mass.) ($10 million settlement). Mr. George was also
a member of the litigation team in In re UnitedHealth Grp. Inc. PSLRA Litig. (D. Minn.)
($925.5 million settlement).
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Education: B.A., University of Rhode Island, 1988; J.D., University of Richmond School of
Law, 1991
Honors/Awards: One of Florida’s Most Effective Corporate/Securities Lawyers (only
plaintiffs’ counsel recognized), Daily Business Review; J.D., Highest Honors, Outstanding
Graduate & Academic Performance Awards, President of McNeill Law Society, University
of Richmond School of Law
JONAH H. GOLDSTEIN
Jonah H. Goldstein is a partner in the Firm’s San Diego office and responsible for
prosecuting complex securities cases and obtaining recoveries for investors. Mr. Goldstein
also represents corporate whistleblowers who report violations of the securities laws. Mr.
Goldstein has achieved significant settlements on behalf of investors including in In re
HealthSouth Sec. Litig. (over $670 million recovered against HealthSouth, UBS and Ernst &
Young) and In re Cisco Sec. Litig. (approximately $100 million). Mr. Goldstein also served
on the Firm’s trial team in In re AT&T Corp. Sec. Litig., MDL No. 1399 (D.N.J.), which
settled after two weeks of trial for $100 million. Prior to joining the Firm, Mr. Goldstein
served as a law clerk for the Honorable William H. Erickson on the Colorado Supreme
Court and as an Assistant United States Attorney for the Southern District of California,
where he tried numerous cases and briefed and argued appeals before the Ninth Circuit
Court of Appeals.
Education: B.A., Duke University, 1991; J.D., University of Denver College of Law, 1995
Honors/Awards: Comments Editor, University of Denver Law Review, University of Denver
College of Law
BENNY C. GOODMAN III
Benny C. Goodman III is a partner in the Firm’s San Diego office and concentrates his
practice on shareholder derivative and securities class actions. Mr. Goodman has achieved
groundbreaking settlements as lead counsel in a number of shareholder derivative actions
related to stock option backdating by corporate insiders, including In re KB Home S’holder
Derivative Litig., No. CV-06-05148 (C.D. Cal.) (extensive corporate governance changes,
over $80 million cash back to the company); In re Affiliated Computer Servs. Derivative
Litig., No. 06-CV-1110 (N.D. Tex.) ($30 million recovery); and Gunther v. Tomasetta, No.
06-cv-02529 (C.D. Cal.) (corporate governance overhaul, including shareholder nominated
directors, and cash payment to Vitesse Semiconductor Corporation from corporate
insiders).
Mr. Goodman also represented over 60 public and private institutional investors that filed
and settled individual actions in the WorldCom securities litigation. Additionally, Mr.
Goodman successfully litigated several other notable securities class actions against
companies such as Infonet Services Corporation, Global Crossing, and Fleming
Companies, Inc., each of which resulted in significant recoveries for shareholders.
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Education: B.S., Arizona State University, 1994; J.D., University of San Diego School of
Law, 2000
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ELISE J. GRACE
Elise J. Grace is a partner in the San Diego office and responsible for advising the Firm’s
state and government pension fund clients on issues related to securities fraud and
corporate governance. Ms. Grace serves as the Editor-in-Chief of the Firm’s Corporate
Governance Bulletin and is a frequent lecturer on securities fraud, shareholder litigation,
and options for institutional investors seeking to recover losses caused by securities and
accounting fraud. Ms. Grace has prosecuted various significant securities fraud class
actions, including the AOL Time Warner state and federal securities opt-out litigations,
which resulted in a combined settlement of $629 million for defrauded shareholders. Prior
to joining the Firm, Ms. Grace was an associate at Brobeck Phleger & Harrison LLP and
Clifford Chance LLP, where she defended various Fortune 500 companies in securities
class actions and complex business litigation.
Education: B.A., University of California, Los Angeles, 1993; J.D., Pepperdine School of
Law, 1999
Honors/Awards: J.D., Magna Cum Laude, Pepperdine School of Law, 1999; AMJUR
American Jurisprudence Awards - Conflict of Laws; Remedies; Moot Court Oral Advocacy;
Dean’s Academic Scholarship, Pepperdine School of Law; B.A., Summa Cum Laude,
University of California, Los Angeles, 1993; B.A., Phi Beta Kappa, University of California,
Los Angeles, 1993
JOHN K. GRANT
John K. Grant is a partner in the Firm’s San Francisco office and devotes his practice to
representing investors in securities fraud class actions. Mr. Grant has litigated numerous
successful securities actions as lead or co-lead counsel, including In re Micron Tech., Inc.
Sec. Litig. ($42 million recovery), Perera v. Chiron Corp. ($40 million recovery), King v. CBT
Grp., PLC ($32 million recovery), and In re Exodus Commc’ns, Inc. Sec. Litig. ($5 million
recovery).
Education: B.A., Brigham Young University, 1988; J.D., University of Texas at Austin,
1990
KEVIN K. GREEN
Kevin K. Green is a partner in the Firm’s San Diego office and represents defrauded
investors and consumers in the appellate courts. He is a member of the California Academy
of Appellate Lawyers and a Certified Appellate Specialist, State Bar of California Board of
Legal Specialization. Mr. Green has filed briefs and argued appeals and writs in
jurisdictions across the country. Decisions include: Kwikset Corp. v. Superior Court, 51 Cal.
4th 310 (2011); Luther v. Countrywide Fin. Corp., 195 Cal. App. 4th 789 (2011); Fox v.
JAMDAT Mobile, Inc., 185 Cal. App. 4th 1068 (2010); In re F5 Networks, Inc., Derivative
Litig., 207 P.3d 433 (Wash. 2009); Smith v. Am. Family Mut. Ins. Co., 289 S.W.3d 675 (Mo.
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Ct. App. 2009); Alaska Elec. Pension Fund v. Brown, 941 A.2d 1011 (Del. 2007); and
Lebrilla v. Farmers Grp., Inc., 119 Cal. App. 4th 1070 (2004).
Education: B.A., University of California, Berkeley, 1989; J.D., Notre Dame Law School,
1995
Honors/Awards: San Diego Super Lawyer (2008- present)
TOR GRONBORG
Tor Gronborg is a partner in the Firm’s San Diego office and focuses his practice on
securities fraud actions. Mr. Gronborg has served as lead or co-lead litigation counsel in
various cases that have collectively recovered more than $1 billion for investors, including
In re Cardinal Health, Inc. Sec. Litig. ($600 million); Silverman v. Motorola, Inc. ($200
million); In re Prison Realty Sec. Litig. ($104 million); and In re CIT Group Sec. Litig. ($75
million). On three separate occasions, Mr. Gronborg’s pleadings have been upheld by the
federal Courts of Appeals (Broudo v. Dura Pharms., Inc., 339 F.3d 933 (9th Cir. 2003),
rev’d on other grounds, 554 U.S. 336 (2005); In re Daou Sys., 411 F.3d 1006 (9th Cir.
2005); Staehr v. Hartford Fin.Servs. Grp., 547 F.3d 406 (2d Cir. 2008)), and he has been
responsible for a number of significant rulings, including Silverman v. Motorola, Inc., 798 F.
Supp. 2d 954 (N.D. Ill. 2011); Roth v. Aon Corp., No. 04-C-6835, 2008 U.S. Dist. LEXIS
18471 (N.D. Ill. Mar. 7, 2008); In re Cardinal Health, Inc. Sec. Litigs., 426 F. Supp. 2d 688
(S.D. Ohio 2006); and In re Dura Pharms., Inc. Sec. Litig., 452 F. Supp. 2d 1005 (S.D. Cal.
2006).
Education: B.A., University of California, Santa Barbara, 1991; Rotary International
Scholar, University of Lancaster, U.K., 1992; J.D., University of California, Berkeley, 1995
Honors/Awards: Moot Court Board Member, University of California, Berkeley; AFL-CIO
history scholarship, University of California, Santa Barbara
ELLEN GUSIKOFF STEWART
Ellen Gusikoff Stewart is a partner in the Firm’s San Diego office and practices in the Firm’s
settlement department, negotiating and documenting the Firm’s complex securities, merger,
ERISA and stock options backdating derivative actions. Recent settlements include In re
Forest Labs., Inc. Sec. Litig. (S.D.N.Y.) ($65 million); In re Activision, Inc. S’holder
Derivative Litig. (C.D. Cal.) ($24.3 million in financial benefits to Activision in options
backdating litigation); In re Affiliated Computer Servs. Derivative Litig. (N.D. Tex.) ($30
million cash benefit to ACS in options backdating litigation); and In re TD Banknorth
S’holders Litig. (Del. Ch.) ($50 million).
Education: B.A., Muhlenberg College, 1986; J.D., Case Western Reserve University, 1989
Honors/Awards: Peer-Rated by Martindale-Hubbell
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ROBERT R. HENSSLER, JR.
Bobby Henssler is a partner in the Firm’s San Diego office and focuses his practice on
securities fraud actions. Mr. Henssler has served as counsel in various cases that have
collectively recovered more than $1 billion for investors, including In re Enron Corp. Sec.
Litig., In re Dynegy, Inc. Sec. Litig. and In re CIT Grp. Inc. Sec. Litig. Mr. Henssler has
been responsible for a number of significant rulings, including: In re Novatel Wireless Sec.
Litig., 846 F. Supp. 2d 1104 (S.D. Cal. 2012); In re Novatel Wireless Sec. Litig., 830 F.
Supp. 2d 996 (S.D. Cal. 2011); and Richman v. Goldman Sachs Grp., Inc., 868 F. Supp. 2d
261 (S.D.N.Y. 2012).
Education: B.A., University of New Hampshire, 1997; J.D., University of San Diego School
of Law, 2001
DENNIS J. HERMAN
Dennis J. Herman is a partner in the Firm’s San Francisco office and concentrates his
practice on securities class action litigation. Mr. Herman has led or been significantly
involved in the prosecution of numerous securities fraud claims that have resulted in
substantial recoveries for investors, including settled actions against Coca-Cola ($137
million), VeriSign ($78 million), NorthWestern ($40 million), America Service Group ($15
million), Specialty Laboratories ($12 million), Stellent ($12 million) and Threshold
Pharmaceuticals ($10 million). Mr. Herman led the prosecution of the securities action
against Lattice Semiconductor, which resulted in a significant, precedent-setting decision
regarding the liability of officers who falsely certify the adequacy of internal accounting
controls under the Sarbanes-Oxley Act.
Education: B.S., Syracuse University, 1982; J.D., Stanford Law School, 1992
Honors/Awards: Order of the Coif, Stanford Law School; Urban A. Sontheimer Award
(graduating second in his class), Stanford Law School; Award-winning Investigative
Newspaper Reporter and Editor in California and Connecticut
JOHN HERMAN
John Herman is the Chair of the Firm’s Intellectual Property Practice and manages the
Firm’s Atlanta office. Mr. Herman has spent his career enforcing the intellectual property
rights of famous inventors and innovators against infringers throughout the United States.
He has assisted patent owners in collecting hundreds of millions of dollars in royalties. Mr.
Herman is recognized by his peers as being among the leading intellectual property
litigators in the country.
Mr. Herman’s noteworthy cases include representing renowned inventor Ed Phillips in the
landmark case of Phillips v. AWH Corp.; representing pioneers of mesh technology – David
Petite and Edwin Brownrigg – in a series of patent infringement cases on multiple patents;
and acting as plaintiffs’ counsel in the In re Home Depot shareholder derivative actions
pending in Fulton County Superior Court.
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Education: B.S., Marquette University, 1988; J.D., Vanderbilt University Law School, 1992
Honors/Awards: Georgia Super Lawyer, Atlanta Magazine; Top 100 Georgia Super
Lawyers list; John Wade Scholar, Vanderbuilt University Law School; Editor-in-Chief,
Vanderbilt Journal, Vanderbilt University Law School; B.S., Summa Cum Laude, Marquette
University, 1988
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ERIC ALAN ISAACSON
Eric Alan Isaacson is a partner in the Firm’s San Diego office and has prosecuted many
securities fraud class actions, including In re Apple Computer Sec. Litig., No. C 84-20148
(N.D. Cal.). Since the early 1990s, Mr. Issacson’s practice has focused primarily on
appellate matters in cases that have produced dozens of published precedents, including
Alaska Elec. Pension Fund v. Pharmacia Corp., 554 F.3d 342 (3d Cir. 2009); In re NYSE
Specialists Sec. Litig., 503 F.3d 89 (2d Cir. 2007); and In re WorldCom Sec. Litig., 496 F.3d
245 (2d Cir. 2007). Mr. Isaacson has also authored a number of publications, including
What’s Brewing in Dura v. Broudo? The Plaintiffs’ Attorneys Review the Supreme Court’s
Opinion and Its Import for Securities-Fraud Litigation (co-authored with Patrick J. Coughlin
and Joseph D. Daley), 37 Loy. U. Chi. L.J. 1 (2005); and Securities Class Actions in the
United States (co-authored with Patrick J. Coughlin), Litigation Issues in the Distribution of
Securities: An International Perspective 399 (Kluwer International/International Bar
Association, 1997).
Education: B.A., Ohio University, 1982; J.D., Duke University School of Law, 1985
Honors/Awards: San Diego Super Lawyer; Unitarian Universalist Association Annual
Award for Volunteer Service; J.D., High Honors, Order of the Coif, Duke University School
of Law, 1985; Comment Editor, Duke Law Journal, Moot Court Board, Duke University
School of Law
JAMES I. JACONETTE
James I. Jaconette is a partner in the Firm’s San Diego office and focuses his practice on
securities class action and shareholder derivative litigation. Mr. Jaconette has served as
one of the lead counsel in securities cases with recoveries to individual and institutional
investors totaling over $8 billion. He also advises institutional investors, including hedge
funds, pension funds and financial institutions. Landmark securities actions in which Mr.
Jaconette contributed in a primary litigating role include In re Informix Corp. Sec. Litig., and
In re Dynegy Inc. Sec. Litig. and In re Enron Corp. Sec. Litig., where Mr. Jaconette
represented lead plaintiff The Regents of the University of California. In addition, Mr.
Jaconette has extensive experience in options backdating matters.
Education: B.A., San Diego State University, 1989; M.B.A., San Diego State University,
1992; J.D., University of California Hastings College of the Law, 1995
Honors/Awards: J.D., Cum Laude, University of California Hastings College of the Law,
1995; Associate Articles Editor, Hastings Law Journal, University of California Hastings
College of the Law; B.A., with Honors and Distinction, San Diego State University, 1989
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RACHEL L. JENSEN
Rachel L. Jensen is a partner in the Firm’s San Diego office and focuses her practice on
nationwide consumer, insurance and securities class actions against some of the largest
companies in the United States. Most recently, her practice has focused on hazardous
children’s toys, helping to secure a nationwide settlement with toy manufacturing giants
Mattel and Fisher-Price that provided full consumer refunds and required greater quality
assurance programs. She has also helped to secure millions of dollars on behalf of
policyholders against insurance brokers and carriers for engaging in bid-rigging and other
conduct that betrayed their trust and resulted in higher premiums and inferior coverage.
Prior to joining the Firm, Ms. Jensen was an associate at Morrison & Foerster in San
Francisco and later served as a clerk to the Honorable Warren J. Ferguson of the Ninth
Circuit Court of Appeals. Ms. Jensen also worked abroad as a law clerk in the Office of the
Prosecutor at the International Criminal Tribunal for Rwanda (ICTR) and at the International
Criminal Tribunal for the Former Yugoslavia (ICTY).
Education: B.A., Florida State University, 1997; University of Oxford, International Human
Rights Law Program at New College, Summer 1998; J.D., Georgetown University Law
School, 2000
Honors/Awards: Nominated for 2011 Woman of the Year, San Diego Magazine; Editor-in-
Chief, First Annual Review of General and Sexuality Law, Georgetown University Law
School; Dean’s List 1998-1999; B.A., Cum Laude, Florida State University’s Honors
Program, 1997; Phi Beta Kappa; Awarded Best Executive Agency Director of the Year in
college for revamping Florida State University’s Women’s Educational and Cultural Center
EVAN J. KAUFMAN
Evan J. Kaufman is a partner in the Firm’s New York office and focuses his practice in the
area of complex litigation in federal and state courts including securities, corporate mergers
and acquisitions, derivative, and consumer fraud class actions. Mr. Kaufman has served as
lead counsel or played a significant role in numerous actions, including In re TD Banknorth
S’holders Litig. ($50 million recovery); In re Gen. Elec. Co. ERISA Litig. ($40 million cost to
GE, including significant improvements to GE’s employee retirement plan, and benefits to
GE plan participants valued in excess of $100 million); In re Warner Chilcott Ltd. Sec. Litig.
($16.5 million recovery); In re Royal Grp. Tech. Sec. Litig. ($9 million recovery); and In re
Audiovox Derivative Litig. ($6.75 million recovery and corporate governance reforms).
Education: B.A., University of Michigan, 1992; J.D., Fordham University School of Law,
1995
Honors/Awards: Member, Fordham International Law Journal, Fordham University School
of Law
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CATHERINE J. KOWALEWSKI
Catherine J. Kowalewski is a partner in the Firm’s San Diego office and focuses her
practice on the investigation of potential actions on behalf of defrauded investors, primarily
in the area of accounting fraud. In addition to being an attorney, Ms. Kowalewski is a
Certified Public Accountant. Ms. Kowalewski has participated in the investigation and
litigation of many large accounting scandals, including In re Cardinal Health, Inc. Sec. Litig.
and In re Krispy Kreme Doughnuts, Inc. Sec. Litig., and numerous companies implicated in
the stock option backdating scandal. Prior to joining the Firm, Ms. Kowalewski served as a
judicial extern to the Honorable Richard D. Huffman of the California Court of Appeal.
Education: B.B.A., Ohio University, 1994; M.B.A., Limburgs Universitair Centrum, 1995;
J.D., University of San Diego School of Law, 2001
Honors/Awards: Lead Articles Editor, San Diego Law Review, University of San Diego
LAURIE L. LARGENT
Laurie L. Largent is a partner in the Firm's San Diego, California office. Her practice
focuses on securities class action and shareholder derivative litigation and she has helped
recover millions of dollars for injured shareholders. Ms. Largent earned her Bachelor of
Business Administration degree from the University of Oklahoma in 1985 and her Juris
Doctor degree from the University of Tulsa in 1988. While at the University of Tulsa, Ms.
Largent served as a member of the Energy Law Journal and is the author of Prospective
Remedies Under NGA Section 5; Office of Consumers' Counsel v. FERC, 23 Tulsa L.J. 613
(1988). Ms. Largent has also served as an Adjunct Business Law Professor at
Southwestern College in Chula Vista, California. Prior to joining the Firm, Ms. Largent was
in private practice for 15 years specializing in complex litigation, handling both trials and
appeals in state and federal courts for plaintiffs and defendants.
Education: B.B.A., University of Oklahoma, 1985; J.D., University of Tulsa, 1988
ARTHUR C. LEAHY
Arthur C. Leahy is a founding partner in the Firm’s San Diego office and a member of the
Firm’s Executive and Management Committees. Mr. Leahy has over 15 years of experience
successfully litigating securities class actions and derivative cases. Mr. Leahy has
recovered well over a billion dollars for the Firm’s clients and has also negotiated
comprehensive pro-investor corporate governance reforms at several large public
companies. Mr. Leahy was part of the Firm’s trial team in the AT&T securities litigation,
which AT&T and its former officers paid $100 million to settle after two weeks of trial. Prior
to joining the Firm, Mr. Leahy served as a judicial extern for the Honorable J. Clifford
Wallace of the United States Court of Appeals for the Ninth Circuit, and served as a judicial
law clerk for the Honorable Alan C. Kay of the United States District Court for the District of
Hawaii.
Education: B.A., Point Loma College, 1987; J.D., University of San Diego School of Law,
1990
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Honors/Awards: J.D., Cum Laude, University of San Diego School of Law, 1990;
Managing Editor, San Diego Law Review, University of San Diego School of Law
JEFFREY D. LIGHT
Jeffrey D. Light is a partner in the Firm’s San Diego office and also currently serves as a
Judge Pro Tem for the San Diego County Superior Court. Mr. Light practices in the Firm’s
settlement department, negotiating, documenting, and obtaining court approval of the
Firm’s complex securities, merger, consumer and derivative actions. These settlements
include In re Kinder Morgan, Inc. S’holder Litig. (Kan. Dist. Ct., Shawnee County) ($200
million recovery); In re Currency Conversion Fee Antitrust Litig. (S.D.N.Y.) ($336 million
recovery); In re Qwest Commc’ns Int’l Inc. Sec. Litig. (D. Colo.) ($445 million recovery); and
In re AT&T Corp. Sec. Litig. (D.N.J.) ($100 million recovery). Prior to joining the Firm, Mr.
Light served as a law clerk to the Honorable Louise DeCarl Adler, United States
Bankruptcy Court, Southern District of California, and the Honorable James Meyers, Chief
Judge, United States Bankruptcy Court, Southern District of California.
Education: B.A., San Diego State University, 1987; J.D., University of San Diego School of
Law, 1991
Honors/Awards: J.D., Cum Laude, University of San Diego School of Law, 1991; Judge
Pro Tem, San Diego Superior Court; American Jurisprudence Award in Constitutional Law
RYAN LLORENS
Ryan Llorens is a partner in the Firm’s San Diego office. Mr. Llorens’ practice focuses on
litigating complex securities fraud cases. Mr. Llorens has worked on a number of securities
cases that have resulted in significant recoveries for investors, including In re HealthSouth
Corp. Sec. Litig. ($670 million recovery); AOL Time Warner ($629 million recovery); In re
AT&T Corp. Sec. Litig. ($100 million recovery); In re Fleming Cos. Sec. Litig. ($95 million
recovery); and In re Cooper Cos., Inc. Sec Litig. ($27 million recovery).
Education: B.A., Pitzer College, 1997; J.D., University of San Diego School of Law, 2002
THOMAS R. MERRICK
Thomas R. Merrick is a partner in the Firm’s San Diego office whose practice focuses on
complex class action and antitrust litigation. Mr. Merrick was on the successful trial teams in
Lebrilla v. Farmers Grp., Inc., and Smith v. Am. Family Mut. Ins. Co., 289 S.W.3d 675 (Mo.
Ct. App. 2009) (upholding unanimous jury verdict in plaintiffs’ favor). He is also counsel for
a certified class of direct purchaser plaintiffs in The Apple iPod iTunes Anti-Trust Litigation,
currently pending in the Northern District of California, and In re Aftermarket Automotive
Lighting Products Antitrust Litigation, pending in the Central District of California, which has
so far resulted in recoveries for the Class of $25.45 million. Prior to joining the Firm, Mr.
Merrick served as a Deputy San Diego City Attorney and worked as a general practice
attorney in Illinois.
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Education: B.A., University of California, Santa Barbara, 1986; J.D., California Western
School of Law, 1992
Honors/Awards: B.A., with high honors and distinction, University of California, Santa
Barbara, 1986; J.D. Magna Cum Laude, California Western School of Law, 1992; Editor-in-
Chief of both California Western Law Review and California Western International Law
Journal, California Western School of Law
DAVID W. MITCHELL
David W. Mitchell is a partner in the Firm’s San Diego office and focuses his practice on
securities fraud, antitrust and derivative litigation. Mr. Mitchell has achieved significant
settlements on behalf of plaintiffs in numerous cases, including Thomas & Thomas
Rodmakers, Inc. v. Newport Adhesives & Composites, Inc., No. CV-99-7796 (C.D. Cal.),
which settled for $67.5 million, and In re Currency Conversion Fee Antitrust Litig., 01 MDL
No. 1409 (S.D.N.Y.), which settled for $336 million. Mr. Mitchell is currently litigating
securities, derivative and antitrust actions, including In re NYSE Specialists Sec. Litig., No.
03-Civ.-8264 (S.D.N.Y.); In re Payment Card Interchange Fee & Merch. Disc. Antitrust
Litig., 05 MDL No. 1720 (E.D.N.Y.); Dahl v. Bain Capital Partners, LLC, No. 07-cv-12388-
EFH (D. Mass); and In re Johnson & Johnson Derivative Litig., No. 10-cv-02033 (D.N.J.).
Prior to joining the Firm, Mr. Mitchell served as an Assistant United States Attorney in the
Southern District of California and prosecuted cases involving narcotics trafficking, bank
robbery, murder-for-hire, alien smuggling, and terrorism. Mr. Mitchell has tried nearly 20
cases to verdict before federal criminal juries and made numerous appellate arguments
before the Ninth Circuit Court of Appeals.
Education: B.A., University of Richmond, 1995; J.D., University of San Diego School of
Law, 1998
CULLIN AVRAM O’BRIEN
Cullin Avram O'Brien is a partner in the Firm's Boca Raton, Florida office and concentrates
his practice in direct and derivative shareholder class actions, consumer class action
litigation, and securities fraud cases. Some recent representative cases include: In re
Compellent Techs, Inc. S'holder Litig., No. 6084-VCL, 2011 WL 6382523 (Del. Ch. Dec. 9,
2011); All Family Clinic of Daytona Beach, Inc. v. State Farm Mut. Auto. Ins. Co., No. 10-
12554, 2011 WL 4954171 (11th Cir. Oct. 19, 2011); Fitzpatrick v. General Mills, Inc., 635
F.3d 1279 (11th Cir. 2011). Prior to joining the Firm, Mr. O'Brien gained extensive trial and
appellate experience in a wide variety of practices, including as an Assistant Public
Defender in Broward County, Florida, as a civil rights litigator in non-profit institutes, and as
an associate at a national law firm that provides litigation defense for corporations.
Education: B.A., Tufts University, 1999; J.D., Harvard Law School, 2002
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BRIAN O. O’MARA
Brian O. O’Mara is a partner in the Firm’s San Diego office. Mr. O'Mara's practice focuses
on securities litigation and corporate governance. Since 2003, Mr. O’Mara has been lead or
co-lead counsel in numerous securities fraud and derivative actions, including In re Direct
Gen. Sec. Litig.; In re St. Paul Travelers Cos., Inc. Derivative Litig.; In re Constar Int’l Inc.
Sec. Litig.; In re Surebeam Corp. Sec. Litig.; Broudo v. Dura Pharms.; In re NYSE
Specialists Sec. Litig.; and In re CIT Grp. Inc. Sec. Litig. Mr. O’Mara has been responsible
for a number of significant rulings, including In re Constar Int'l Inc. Sec. Litig., No. 03-5020,
2008 U.S. Dist. LEXIS 16966 (E.D. Pa. Mar. 5, 2008); In re Direct Gen. Corp. Sec. Litig.,
No. 3:05-0077, 2006 U.S. Dist. LEXIS 56128 (M.D. Tenn. Aug. 8, 2006); and In re Dura
Pharms., Inc. Sec. Litig., 452 F. Supp. 2d 1005 (S.D. Cal. 2006). Mr. O’Mara is the coauthor
of Whether Alleging “Motive and Opportunity” Can Satisfy the Heightened Pleading
Standards for the Private Securities Litigation Reform Act: Much Ado About Nothing, 1
DePaul Bus. & Com. L.J. 313 (2003). Prior to joining the Firm, Mr. O’Mara served as law
clerk to the Honorable Jerome M. Polaha of the Second Judicial District Court of the State
of Nevada.
Education: B.A., University of Kansas, 1997; J.D., DePaul University, College of Law,
2002
Honors/Awards: CALI Excellence Award in Securities Regulation, DePaul University,
College of Law
KEITH F. PARK
Keith F. Park is a partner in the Firm’s San Diego office and a member of the Firm’s
Management Committee.
Mr. Park is responsible for prosecuting complex securities cases and has overseen the
court approval process in more than 1,000 securities class action and shareholder
derivative settlements, including actions involving Enron ($7.2 billion recovery);
UnitedHealth ($925 million recovery and corporate governance reforms); Dynegy ($474
million recovery and corporate governance reforms); 3Com ($259 million recovery); Dollar
General ($162 million recovery); Mattel ($122 million recovery); and Prison Realty ($105
million recovery). Mr. Park is also responsible for obtaining significant corporate
governance changes relating to compensation of senior executives and directors; stock
trading by directors, executive officers and key employees; internal and external audit
functions; and financial reporting and board independence.
Education: B.A., University of California, Santa Barbara, 1968; J.D., Hastings College of
Law, 1972
Honors/Awards: San Diego Super Lawyer, Securities Litigation
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STEVEN W. PEPICH
Steven W. Pepich is a partner in the Firm’s San Diego office. Mr. Pepich’s practice primarily
focuses on securities class action litigation, but he has also represented plaintiffs in a wide
variety of complex civil cases, including mass tort, royalty, civil rights, human rights, ERISA
and employment law actions. Mr. Pepich has participated in the successful prosecution of
numerous securities class actions, including Carpenters Health & Welfare Fund v. Coca-
Cola Co., No. 00-CV-2838 (N.D. Ga.) ($137.5 million recovery); In re Fleming Cos. Sec.,
No. 02-CV-178 (E.D. Tex.) ($95 million recovery); and In re Boeing Sec. Litig., No. C-97-
1715Z (W.D. Wa.) ($92 million recovery). Mr. Pepich was also a member of the plaintiffs’
trial team in Mynaf v. Taco Bell Corp., which settled after two months at trial on terms
favorable to two plaintiff classes of restaurant workers for recovery of unpaid wages, and a
member of the plaintiffs’ trial team in Newman v. Stringfellow, where after a nine-month
trial, all claims for exposure to toxic chemicals were resolved for $109 million.
Education: B.S., Utah State University, 1980; J.D., DePaul University, 1983
THEODORE J. PINTAR
Theodore J. Pintar is a partner in the Firm’s San Diego office. Mr. Pintar has over 20 years
of experience prosecuting securities fraud actions on behalf of investors and over 10 years
of experience prosecuting insurance-related consumer class actions on behalf of
policyholders, with recoveries in excess of $1 billion. Mr. Pintar was a member of the
litigation team in the AOL Time Warner state and federal court securities opt-out actions,
which arose from the 2001 merger of America Online and Time Warner. These cases
resulted in a global settlement of $629 million. Mr. Pintar’s participation in the successful
prosecution of insurance-related and consumer class actions includes: (i) actions against
major life insurance companies based on the deceptive sale of annuities and life insurance
such as Manufacturer’s Life ($555 million initial estimated settlement value) and Principal
Mutual Life Insurance Company ($380+ million settlement value); (ii) actions against major
homeowners insurance companies such as Allstate ($50 million settlement) and Prudential
Property and Casualty Co. ($7 million settlement); (iii) actions against automobile insurance
companies such as the Auto Club and GEICO; and (iv) actions against Columbia House
($55 million settlement value) and BMG Direct, direct marketers of CDs and cassettes.
Education: B.A., University of California, Berkeley, 1984; J.D., University of Utah College
of Law, 1987
Honors/Awards: Note and Comment Editor, Journal of Contemporary Law, University of
Utah College of Law; Note and Comment Editor, Journal of Energy Law and Policy,
University of Utah College of Law
WILLOW E. RADCLIFFE
Willow E. Radcliffe is a partner in the Firm’s San Francisco office and concentrates her
practice on securities class action litigation in federal court. Ms. Radcliffe has been
significantly involved in the prosecution of numerous securities fraud claims, including
actions filed against Flowserve, NorthWestern and Ashworth, and has represented plaintiffs
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in other complex actions, including a class action against a major bank regarding the
adequacy of disclosures made to consumers in California related to Access Checks. Prior
to joining the Firm, Ms. Radcliffe clerked for the Honorable Maria-Elena James, Magistrate
Judge for the United States District Court for the Northern District of California.
Education: B.A., University of California, Los Angeles 1994; J.D., Seton Hall University
School of Law, 1998
Honors/Awards: J.D., Cum Laude, Seton Hall University School of Law, 1998; Most
Outstanding Clinician Award; Constitutional Law Scholar Award
MARK S. REICH
Mark S. Reich is a partner in the Firm’s New York office. He focuses his practice on
corporate takeover, consumer fraud and securities litigation. Mr. Reich’s notable
achievements include: In re Aramark Corp. S’holders Litig. ($222 million increase in
consideration paid to shareholders and substantial reduction to management’s voting
power – from 37% to 3.5% – in connection with approval of going-private transaction); In re
TD Banknorth S’holders Litig. ($50 million recovery for shareholders); In re Delphi Fin. Grp.
S’holders Litig. ($49 million post-merger settlement for Class A Delphi shareholders); and In
re Gen. Elec. Co. ERISA Litig. (structural changes to company’s 401(k) plan valued at over
$100 million, benefiting current and future plan participants).
Education: B.A., Queens College, 1997; J.D., Brooklyn Law School, 2000
Honors/Awards: Member, The Journal of Law and Policy, Brooklyn Law School; Member,
Moot Court Honor Society, Brooklyn Law School
JACK REISE
Jack Reise is a partner in the Firm’s Boca Raton office. Mr. Reise devotes a substantial
portion of his practice to representing shareholders in actions brought under the federal
securities laws. He has served as lead counsel in over 50 cases brought nationwide and is
currently serving as lead counsel in more than a dozen cases. Recent notable actions
include a series of cases involving mutual funds charged with improperly valuating their net
assets, which settled for a total of over $50 million; In re NewPower Holdings Sec. Litig.,
No. 02-cv-01550 (S.D.N.Y.) ($41 million settlement); In re Red Hat Sec. Litig., No. 04-cv-
473 (E.D.N.C.) ($20 million settlement); and In re AFC Enters., Inc. Sec. Litig., No. 03-cv-
0817 (N.D. Ga.) ($17.2 million settlement). Mr. Reise started his legal career representing
individuals suffering from their exposure back in the 1950s and 1960s to the debilitating
affects of asbestos.
Education: B.A., Binghamton University, 1992; J.D., University of Miami School of Law,
1995
Honors/Awards: American Jurisprudence Book Award in Contracts; J.D., Cum Laude,
University of Miami School of Law, 1995; University of Miami Inter-American Law Review,
University of Miami School of Law
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DARREN J. ROBBINS
Darren J. Robbins is a founding partner of Robbins Geller and a member of its Executive
and Management Committees. Mr. Robbins oversees various aspects of the Firm’s
practice, including the Firm’s Institutional Outreach Department and its Mergers and
Acquisitions practice. Mr. Robbins has served as lead counsel in more than one hundred
securities-related actions, which have yielded recoveries of over $2 billion for injured
shareholders.
One of the hallmarks of Mr. Robbins’ practice has been his focus on corporate governance
reform. For example, in UnitedHealth, a securities fraud class action arising out of an
options backdating scandal, Mr. Robbins represented lead plaintiff the California Public
Employees’ Retirement System and was able to obtain the cancellation of more than 3.6
million stock options held by the company’s former CEO and a record $925 million cash
recovery for shareholders.
Education: B.S., University of Southern California, 1990; M.A., University of Southern
California, 1990; J.D., Vanderbilt Law School, 1993
Honors/Awards: One of the Top 500 Lawyers, Lawdragon; One of the Top 100 Lawyers
Shaping the Future, Daily Journal; One of the “Young Litigators 45 and Under,” The
American Lawyer; Attorney of the Year, California Lawyer; Managing Editor, Vanderbilt
Journal of Transnational Law, Vanderbilt Law School
ROBERT J. ROBBINS
Robert J. Robbins is a partner in the Firm’s Boca Raton office. Mr. Robbins focuses his
practice on the representation of individuals and institutional investors in class actions
brought pursuant to the federal securities laws. Mr. Robbins has been a member of the
litigation teams responsible for the successful prosecution of many securities class actions,
including: R.H. Donnelley ($25 million recovery); Cryo Cell Int’l, Inc. ($7 million recovery);
TECO Energy, Inc. ($17.35 million recovery); Newpark Resources, Inc. ($9.24 million
recovery); Mannatech, Inc. ($11.5 million recovery); Spiegel ($17.5 million recovery);
Gainsco ($4 million recovery); and AFC Enterprises ($17.2 million recovery).
Education: B.S., University of Florida, 1999; J.D., University of Florida College of Law,
2002
Honors/Awards: J.D., High Honors, University of Florida College of Law, 2002; Member,
Journal of Law and Public Policy, University of Florida College of Law; Member, Phi Delta
Phi, University of Florida College of Law; Pro bono certificate, Circuit Court of the Eighth
Judicial Circuit of Florida
HENRY ROSEN
Henry Rosen is a partner in the Firm’s San Diego office and a member of the Firm’s Hiring
Committee and Technology Committee, which focuses on applications to digitally manage
documents produced during litigation and internally generate research files.
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Mr. Rosen has significant experience prosecuting every aspect of securities fraud class
actions, including largescale accounting scandals, and has obtained hundreds of millions of
dollars on behalf of defrauded investors. Prominent cases include In re Cardinal Health,
Inc. Sec. Litig., in which Mr. Rosen recovered $600 million for defrauded Cardinal Health
shareholders. This $600 million settlement is the largest recovery ever in a securities fraud
class action in the Sixth Circuit, and remains one of the largest settlements in the history of
securities fraud litigation. Additional recoveries include In re First Energy ($89.5 million
recovery); Stanley v. Safeskin Corp. ($55 million recovery); In re Storage Tech. Corp. Sec.
Litig. ($55 million recovery); and Rasner v. Sturm (First World Commc’ns) ($25.9 million
recovery). Major clients include Minebea Co., Ltd., a Japanese manufacturing company
represented in securities fraud arbitration against a United States investment bank.
Education: B.A., University of California, San Diego, 1984; J.D., University of Denver,
1988
Honors/Awards: Editor-in-Chief, University of Denver Law Review, University of Denver
DAVID A. ROSENFELD
David A. Rosenfeld is a partner in the Firm’s New York office and focuses his practice on
securities and corporate takeover litigation. Mr. Rosenfeld is currently prosecuting many
cases involving widespread financial fraud, ranging from options backdating to Bernie
Madoff, as well as litigation concerning collateralized debt obligations and credit default
swaps.
Mr. Rosenfeld has been appointed as lead counsel in dozens of securities fraud cases and
has successfully recovered hundreds of millions of dollars for defrauded shareholders. For
example, Mr. Rosenfeld was appointed as lead counsel in the securities fraud lawsuit
against First BanCorp, which provided shareholders with a $74.25 million recovery. He also
served as lead counsel in In re Aramark Corp. S’holders Litig., which resulted in a $222
million increase in consideration paid to shareholders of Aramark and a dramatic reduction
to management’s voting power in connection with shareholder approval of the going-private
transaction (reduced from 37% to 3.5%).
Education: B.S., Yeshiva University, 1996; J.D., Benjamin N. Cardozo School of Law,
1999
Honors/Awards: Advisory Board Member of Stafford’s Securities Class Action Reporter
ROBERT M. ROTHMAN
Robert M. Rothman is a partner in the Firm’s New York office. He has extensive experience
litigating cases involving investment fraud, consumer fraud and antitrust violations. Mr.
Rothman also lectures to institutional investors throughout the world.
Mr. Rothman has served as lead counsel in numerous class actions alleging violations of
securities laws, including cases against First Bancorp ($74.25 million recovery), Spiegel
($17.5 million recovery), NBTY ($16 million recovery), and The Children’s Place ($12
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million recovery). Mr. Rothman actively represents shareholders in connection with goingprivate
transactions and tender offers. For example, in connection with a tender offer made
by Citigroup, Mr. Rothman secured an increase of more than $38 million over what was
originally offered to shareholders.
Education: B.A., State University of New York at Binghamton, 1990; J.D., Hofstra
University School of Law, 1993
Honors/Awards: Dean’s Academic Scholarship Award, Hofstra University School of Law;
J.D., with Distinction, Hofstra University School of Law, 1993; Member, Hofstra Law
Review, Hofstra University School of Law
SAMUEL H. RUDMAN
Samuel H. Rudman is a founding member of the Firm, a member of the Firm’s Executive
and Management Committees, and manages the Firm’s New York office. Mr. Rudman’s
practice focuses on recognizing and investigating securities fraud, and initiating securities
and shareholder class actions to vindicate shareholder rights and recover shareholder
losses. A former attorney with the United States Securities and Exchange Commission, Mr.
Rudman has recovered hundreds of millions of dollars for shareholders, including $129
million recovery in In re Doral Fin. Corp. Sec. Litig., No. 05 MD 1706 (S.D.N.Y.); $74 million
recovery in In re First BanCorp Sec. Litig., No. 05-CV-2148 (D.P.R.); $65 million recovery in
In re Forest Labs., Inc. Sec. Litig., No. 05-CV-2827 (S.D.N.Y.); and $50 million recovery in
In re TD Banknorth S’holders Litig., No. 2557-VCL (Del. Ch.).
Education: B.A., Binghamton University, 1989; J.D., Brooklyn Law School, 1992
Honors/Awards: Dean’s Merit Scholar, Brooklyn Law School; Moot Court Honor Society,
Brooklyn Law School; Member, Brooklyn Journal of International Law, Brooklyn Law School
JOSEPH RUSSELLO
Joseph Russello is a partner in the Firm’s New York office, where he concentrates his
practice on prosecuting shareholder class action and breach of fiduciary duty claims, as
well as complex commercial litigation and consumer class actions.
Mr. Russello has played a vital role in recovering millions of dollars for aggrieved investors,
including those of NBTY, Inc. ($16 million); LaBranche & Co., Inc. ($13 million); The
Children’s Place Retail Stores, Inc. ($12 million); Prestige Brands Holdings, Inc. ($11
million); and Jarden Corporation ($8 million). He also has significant experience in
corporate takeover and breach of fiduciary duty litigation. In expedited litigation in the
Delaware Court of Chancery involving Mat Five LLC, for example, his efforts paved the way
for an “opt-out” settlement that offered investors more than $38 million in increased cash
benefits. In addition, he played an integral role in convincing the Delaware Court of
Chancery to enjoin Oracle Corporation’s $1 billion acquisition of Art Technology Group, Inc.
pending the disclosure of material information. He also has experience in litigating
consumer class actions.
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Prior to joining the Firm, Mr. Russello practiced in the professional liability group at Rivkin
Radler LLP, where he defended attorneys, accountants and other professionals in state
and federal litigation and assisted in evaluating and resolving complex insurance coverage
matters.
Education: B.A., Gettysburg College, 1998; J.D., Hofstra University School of Law, 2001
SCOTT SAHAM
Scott Saham is a partner in the Firm’s San Diego office whose practice areas include
securities and other complex litigation. Mr. Saham recently served as lead counsel
prosecuting the Coca-Cola securities litigation in the Northern District of Georgia, which
resulted in a $137.5 million settlement after nearly 8 years of litigation. Prior to joining the
Firm, Mr. Saham served as an Assistant United States Attorney in the Southern District of
California, where he tried over 20 felony jury trials.
Education: B.A., University of Michigan, 1992; J.D., University of Michigan Law School,
1995
STEPHANIE SCHRODER
Stephanie Schroder is a partner in the Firm’s San Diego office. Ms. Schroder has
significant experience prosecuting securities fraud class actions and shareholder derivative
actions. Ms. Schroder’s practice also focuses on advising institutional investors, including
multi-employer and public pension funds, on issues related to corporate fraud in the United
States securities markets. Currently, Ms. Schroder is representing clients that have suffered
losses from the Madoff fraud in the Austin Capital and Meridian Capital litigations.
Ms. Schroder has obtained millions of dollars on behalf of defrauded investors. Prominent
cases include In re AT&T Corp. Sec. Litig. ($100 million recovery at trial); In re FirstEnergy
Corp. Sec. Litig. ($89.5 million recovery); and Rasner v. Sturm (FirstWorld
Communications) ($25.9 million recovery). Major clients include the Pension Trust Fund for
Operating Engineers, the Kentucky State District Council of Carpenters Pension Trust
Fund, the Laborers Pension Trust Fund for Northern California, the Construction Laborers
Pension Trust for Southern California, and the Iron Workers Mid-South Pension Fund.
Education: B.A., University of Kentucky, 1997; J.D., University of Kentucky College of Law,
2000
CHRISTOPHER P. SEEFER
Christopher P. Seefer is a partner in the Firm’s San Francisco office. Mr. Seefer
concentrates his practice in securities class action litigation. One recent notable recovery
was a $30 million settlement with UTStarcom in 2010, a recovery that dwarfed a $150,000
penalty obtained by the SEC. Prior to joining the Firm, Mr. Seefer was a Fraud Investigator
with the Office of Thrift Supervision, Department of the Treasury (1990-1999), and a field
examiner with the Office of Thrift Supervision (1986-1990).
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Education: B.A., University of California Berkeley, 1984; M.B.A., University of California,
Berkeley, 1990; J.D., Golden Gate University School of Law, 1998
TRIG SMITH
Trig Smith is a partner in the Firm’s San Diego office. Mr. Smith focuses on complex
securities class actions in which he has helped obtain significant recoveries for investors in
cases such as Cardinal Health ($600 million recovery); Qwest ($445 million recovery);
Forest Labs. ($65 million recovery); Accredo ($33 million recovery); and Exide ($13.7
million recovery).
Education: B.S., University of Colorado, Denver, 1995; M.S., University of Colorado,
Denver, 1997; J.D., Brooklyn Law School, 2000
Honors/Awards: Member, Brooklyn Journal of International Law, Brooklyn Law School;
CALI Excellence Award in Legal Writing, Brooklyn Law School
MARK SOLOMON
Mark Solomon is a partner in the Firm’s San Diego office. Mr. Solomon regularly represents
both United States and United Kingdom-based pension funds and asset managers in class
and non-class securities litigation. Mr. Solomon has spearheaded the prosecution of many
significant cases and has obtained substantial recoveries and judgments for plaintiffs
through settlement, summary adjudications and trial. Mr. Solomon played a pivotal role in In
re Helionetics, where plaintiffs won a unanimous $15.4 million jury verdict, and in many
other cases, among them: Schwartz v. TXU ($150 million recovery plus significant
corporate governance reforms); In re Informix Corp. Sec. Litig. ($142 million recovery);
Rosen v. Macromedia, Inc. ($48 million recovery); In re Cmty. Psychiatric Ctrs. Sec. Litig.
($42.5 million recovery); In re Advanced Micro Devices Sec. Litig. ($34 million recovery);
and In re Tele-Commc’ns, Inc. Sec. Litig. ($33 million recovery).
Education: B.A., Trinity College, Cambridge University, England, 1985; L.L.M., Harvard
Law School, 1986; Inns of Court School of Law, Degree of Utter Barrister, England, 1987
Honors/Awards: Lizette Bentwich Law Prize, Trinity College, 1983 and 1984; Hollond
Travelling Studentship, 1985; Harvard Law School Fellowship, 1985-1986; Member and
Hardwicke Scholar of the Honourable Society of Lincoln’s Inn
SANFORD SVETCOV
Sandy Svetcov is a partner in the Firm’s San Francisco office and has been an appellate
lawyer for 45 years. Mr. Svetcov has briefed and argued more than 300 appeals in state
and federal court, including Braxton v. Mun. Court, 10 Cal. 3d 138 (1973) (First
Amendment); Procunier v. Navarette, 434 U.S. 555 (1978) (prisoner civil rights); United
States v. Henke, 222 F.3d 633 (9th Cir. 2000) (securities fraud); Moore v. Liberty Nat’l Life
Ins. Co., 267 F.3d 1209 (11th Cir. 2001) (civil rights); In re Cavanaugh, 306 F.3d 726 (9th
Cir. 2002) (securities fraud); Inst. Investors Grp. v. Avaya, Inc., 564 F.3d 242 (3d Cir. 2009)
(securities fraud); Lormand v. US Unwired, Inc., 565 F.3d 228 (5th Cir. 2009) (securities
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fraud); and Alaska Elec. Pension Fund v. Flowserve Corp., 572 F.3d 221 (5th Cir. 2009)
(securities fraud).
Prior to joining the Firm in July 2000, Mr. Svetcov was a partner at Landels firm from 1989-
2000; served as Chief, Appellate Section, United States Attorney’s Office, San Francisco,
1984-1989; Attorney-in-Charge, Organized Crime Strike Force, San Francisco, 1981-1984;
Chief Assistant United States Attorney, San Francisco, 1978-1981; Deputy Attorney
General, State of California, 1969-1977; Legal Officer, United States Navy, VT-25, Chase
Field, Beeville, Texas, 1966-1969; and Deputy Legislative Counsel, Legislature of
California, Sacramento, 1965-1966.
Education: B.A., Brooklyn College, 1961; J.D., University of California, Berkeley, 1964
Honors/Awards: Appointed by Chief Justice Rehnquist to Federal Appellate Rules
Advisory Committee; Department of Justice’s John Marshall Award for Excellence in
Appellate Advocacy, California Attorney General; Specialist in Appellate Practice, State Bar
of California Board of Legal Specialization
BONNY E. SWEENEY
Bonny E. Sweeney is a partner in the Firm’s San Diego office, where she specializes in
antitrust and unfair competition class action litigation. Ms. Sweeney has served as co-lead
counsel in several multi-district antitrust class actions pending in federal courts around the
country, including In re Payment Card Interchange Fee & Merchant Discount Antitrust Litig.
(E.D.N.Y.), and In re Currency Conversion Fee Antitrust Litig. (S.D.N.Y.). In Currency
Conversion, Ms. Sweeney helped recover $336 million for class members through a
proposed settlement that is awaiting approval from the federal court. Ms. Sweeney was
also one of the trial lawyers in Law v. NCAA/Hall v. NCAA/Schreiber v. NCAA (D. Kan.), in
which the jury awarded $67 million to three classes of college coaches.
Ms. Sweeney has participated in the successful prosecution and settlement of numerous
other antitrust and unfair competition cases, including In re LifeScan, Inc. Consumer Litig.
(N.D. Cal.), which settled for $45 million; In re Dynamic Random Access Memory (DRAM)
Antitrust Litig. (N.D. Cal.), which settled for more than $300 million; In re NASDAQ Market-
Makers Antitrust Litig. (S.D.N.Y.), which settled for $1.027 billion; and In re Airline Ticket
Comm’n Antitrust Litig. (D. Minn.), which settled for more than $85 million.
Education: B.A., Whittier College, 1981; M.A., Cornell University, 1985; J.D., Case
Western Reserve University School of Law, 1988
Honors/Awards: “Outstanding Women in Antitrust,” Competition Law 360; Wiley M.
Manuel Pro Bono Services Award; San Diego Volunteer Lawyer Program Distinguished
Service Award; J.D., Summa Cum Laude, Case Western Reserve University of School of
Law, 1988
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SUSAN GOSS TAYLOR
Susan Goss Taylor is a partner in the Firm’s San Diego office. Ms. Taylor’s practice
focuses on antitrust, consumer, and securities fraud class actions. Ms. Taylor has served
as counsel on the Microsoft, DRAM and Private Equity antitrust litigation teams, as well as
on a number of consumer actions alleging false and misleading advertising and unfair
business practices against major corporations such as General Motors, Saturn, Mercedes-
Benz USA, LLC, BMG Direct Marketing, Inc., and Ameriquest Mortgage Company. Ms.
Taylor is also responsible for prosecuting securities fraud class actions and has obtained
recoveries for investors in litigation involving WorldCom ($657 million recovery), AOL Time
Warner ($629 million recovery), and Qwest ($445 million recovery). Prior to joining the
Firm, Ms. Taylor served as a Special Assistant United States Attorney for the Southern
District of California, where she obtained considerable trial experience prosecuting drug
smuggling and alien smuggling cases.
Education: B.A., Pennsylvania State University, 1994; J.D., The Catholic University of
America, Columbus School of Law, 1997
Honors/Awards: Member, Moot Court Team, The Catholic University of America,
Columbus School of Law
RYAN K. WALSH
Ryan K. Walsh, a founding partner of the Firm's Atlanta office, is an experienced litigator of
complex commercial disputes. Mr. Walsh's practice focuses primarily on protecting the
rights of innovators in patent litigation and related technology disputes. Mr. Walsh has
appeared and argued before federal appellate and district courts, state trial courts, and in
complex commercial proceedings across the country. Mr. Walsh's cases have involved a
wide variety of technologies, ranging from basic mechanical applications to more
sophisticated technologies in the wireless telecommunications and medical device fields.
Recent notable cases have involved patents in the wireless mesh networking and wired
Ethernet networking fields.
Throughout his career, Mr. Walsh has been active in the Atlanta legal community.
Beginning in January 2011, Mr. Walsh will serve as President of the Atlanta Legal Aid
Society, having previously served on the ALAS Board of Directors for several years. Mr.
Walsh also serves on the Board of the Atlanta Bar Association and is a regular speaker at
the State Bar of Georgia's Beginning Lawyer's Program.
Education: B.A., Brown University, 1993; J.D., University of Georgia School of Law, 1999
Honors/Awards: “Rising Star” in the field of Intellectual Property, Atlanta Magazine; Super
Lawyer, Atlanta Magazine; J.D., Magna Cum Laude, Bryant T. Castellow Scholar, Order of
the Coif, University of Georgia School of Law, 1999
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DAVID C. WALTON
David C. Walton is a partner in the Firm’s San Diego office and a member of the Firm’s
Executive and Management Committees. Mr. Walton specializes in pursuing financial fraud
claims, using his background as a Certified Public Accountant and Certified Fraud
Examiner to prosecute securities law violations on behalf of investors. Mr. Walton has
investigated and participated in the litigation of many large accounting scandals, including
Enron, WorldCom, AOL Time Warner, Krispy Kreme, Informix, HealthSouth, Dynegy, Dollar
General, and numerous companies implicated in stock option backdating. In 2003-2004,
Mr. Walton served as a member of the California Board of Accountancy, which is
responsible for regulating the accounting profession in California.
Education: B.A., University of Utah, 1988; J.D., University of Southern California Law
Center, 1993
Honors/Awards: Member, Southern California Law Review, University of Southern
California Law Center; Hale Moot Court Honors Program, University of Southern California
Law Center; Appointed to California State Board of Accountancy, 2004
DOUGLAS WILENS
Douglas Wilens is a partner in the Firm’s Boca Raton office. Mr. Wilens is involved in all
aspects of securities class action litigation, focusing on lead plaintiff issues arising under
the Private Securities Litigation Reform Act. Mr. Wilens is also involved in the Firm’s
appellate practice and participated in the successful appeal of a motion to dismiss before
the Fifth Circuit Court of Appeals in Lormand v. US Unwired, Inc., No 07-30106 (5th Cir.
2009) (reversal of order granting motion to dismiss).
Prior to joining the Firm, Mr. Wilens was an associate at a nationally recognized firm, where
he litigated complex actions on behalf of numerous professional sports leagues, including
the National Basketball Association, the National Hockey League and Major League
Soccer. Mr. Wilens has also served as an adjunct professor at Florida Atlantic University
and Nova Southeastern University, where he taught undergraduate and graduate-level
business law classes.
Education: B.S., University of Florida, 1992; J.D., University of Florida College of Law,
1995
Honors/Awards: Book Award for Legal Drafting, University of Florida College of Law; J.D.,
with Honors, University of Florida College of Law, 1995
SHAWN A. WILLIAMS
Shawn A. Williams is a partner in the Firm’s San Francisco office and focuses his practice
on securities class actions and shareholder derivative actions. Mr. Williams has served as
lead class counsel in notable cases, including In re Harmonic Inc. Sec. Litig., No. 00-2287
(N.D. Cal.); In re Krispy Kreme Doughnuts, Inc. Sec. Litig., No. 04-0416 (M.D.N.C.); and In
re Veritas Software Corp. Sec. Litig., No. 03-0283 (N.D. Cal.). Mr. Williams has also
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prosecuted significant shareholder derivative actions, including numerous stock option
backdating actions, in which he secured tens of millions of dollars in cash recoveries and
negotiated the implementation of comprehensive corporate governance enhancements.
See, e.g., In re McAfee, Inc. Derivative Litig., No. 06-3484- JF (N.D. Cal.); In re Marvell
Tech. Grp. Ltd. Derivative Litig., No. 06-3894-RMW (N.D. Cal.); and The Home Depot, Inc.
Derivative Litig., No. 2006-cv-122302 (Ga. Super. Ct., Fulton County). Prior to joining the
Firm, Mr. Williams served as an Assistant District Attorney in the Manhattan District
Attorney’s Office, where he tried over 20 cases to New York City juries and led white-collar
fraud grand jury investigations.
Education: B.A., The State of University of New York at Albany, 1991; J.D., University of
Illinois, 1995
DAVID T. WISSBROECKER
David T. Wissbroecker is a partner in the Firm’s San Diego office and focuses his practice
on securities class action litigation in the context of mergers and acquisitions, representing
both individual shareholders and institutional investors. Mr. Wissbroecker combines
aggressive advocacy with a detailed knowledge of the law to achieve effective results for
his clients in both state and federal courts nationwide. Mr. Wissbroecker has successfully
litigated matters resulting in monetary settlements in excess of $500 million over the last
four years, including the two largest settlements ever obtained in merger-related litigation in
In re Kinder Morgan, Inc. S’holder Litig. ($200 million) and In re ACS S’holders Litig. ($69
million). Other large fund settlements obtained by Mr. Wissbroecker include In re PETCO
Animal Supplies ($16 million) and In re Dollar Gen. Corp. S’holders Litig. ($40 million). Most
recently, Mr. Wissbroecker obtained a $45 million common fund settlement in Brown v.
Brewer, a breach of fiduciary duty and securities class action litigated on behalf of former
shareholders of Intermix, Inc. over the value of MySpace sold via merger to News
Corporation in 2005.
Education: B.A., Arizona State University, 1998; J.D., University of Illinois College of Law,
2003
Honors/Awards: J.D., Magna Cum Laude, University of Illinois College of Law, 2003; B.A.,
Cum Laude, Arizona State University, 1998
DEBRA J. WYMAN
Debra J. Wyman is a partner in the Firm’s San Diego office who specializes in securities
litigation. Ms. Wyman has litigated numerous cases against public companies in state and
federal courts that have resulted in over $1 billion in recoveries for victims of securities
fraud. Ms. Wyman was a member of the trial team in In re AT&T Corp. Sec. Litig., which
was tried in the United States District Court, District of New Jersey, and settled after only
two weeks of trial for $100 million. Ms. Wyman recently prosecuted a complex securities
and accounting fraud case against HealthSouth Corporation, one of the largest and
longest-running corporate frauds in history, in which $671 million was recovered for
defrauded HealthSouth investors.
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Education: B.A., University of California Irvine, 1990; J.D., University of San Diego School
of Law, 1997
OF COUNSEL
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RANDI D. BANDMAN
Randi D. Bandman has directed numerous complex securities cases at the Firm, such as
the pending case of In re BP plc Derivative Litig., a case brought to address the alleged
utter failure of BP to ensure the safety of its operation in the United States, including
Alaska, and which caused such devastating results as in the Deepwater Horizon oil spill,
the worst environmental disaster in history. Ms. Bandman was instrumental in the Firm’s
development of representing coordinated groups of institutional investors in private opt-out
cases that resulted in historical recoveries, such as in WorldCom and AOL Time Warner.
Through her years at the Firm, Ms. Bandman has represented hundreds of institutional
investors, including domestic and non-U.S. investors, in some of the largest and most
successful shareholder class actions ever prosecuted, resulting in billions of dollars of
recoveries, involving such companies as Enron, Unocal and Boeing. Ms. Bandman was
also instrumental in the landmark 1998 state settlement with the tobacco companies for
$12.5 billion.
Education: B.A., University of California, Los Angeles; J.D., University of Southern
California
MARY K. BLASY
Mary K. Blasy is Of Counsel in the Firm’s New York office where she focuses on the
investigation, commencement, and prosecution of securities fraud class actions and
shareholder derivative suits. Working with others, she has recovered hundreds of millions
of dollars for investors in class actions against Reliance Acceptance Corp. (resolved in
2002 for $66 million); Sprint Corp. (resolved in 2003 for $50 million); Titan Corporation
(resolved in 2005 for $15+ million); Martha Stewart Omni-Media, Inc. (resolved in 2007 for
$30 million); and Coca-Cola Co. (resolved in 2008 for $137.5 million). Ms. Blasy has also
been responsible for prosecuting numerous complex shareholder derivative actions against
corporate malefactors to address violations of the nation’s securities, environmental and
labor laws, obtaining corporate governance enhancements valued by the market in the
billions of dollars.
Education: B.A., California State University, Sacramento, 1996; J.D., UCLA School of Law,
2000
BRUCE BOYENS
Bruce Boyens has served as Of Counsel to the Firm since 2001. A private practitioner in
Denver, Colorado since 1990, Mr. Boyens specializes in issues relating to labor and
environmental law, labor organizing, labor education, union elections, internal union
governance and alternative dispute resolutions. In this capacity, Mr. Boyens previously
served as a Regional Director for the International Brotherhood of Teamsters elections in
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1991 and 1995, and developed and taught collective bargaining and labor law courses for
the George Meany Center, Kennedy School of Government, Harvard University, and the
Kentucky Nurses Association, among others.
In addition, Mr. Boyens served as the Western Regional Director and Counsel for the
United Mine Workers from 1983-1990, where he was the chief negotiator in over 30 major
agreements, and represented the United Mine Workers in all legal matters. From 1973-
1977, Mr. Boyens served as General Counsel to District 17 of the United Mine Workers
Association, and also worked as an underground coal miner during that time.
Education: J.D., University of Kentucky College of Law, 1973; Harvard University,
Certificate in Environmental Policy and Management
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PATRICK J. COUGHLIN
Patrick J. Coughlin is Of Counsel to the Firm and has served as lead counsel in several
major securities matters, including one of the largest class action securities cases to go to
trial, In re Apple Computer Sec. Litig., No. C-84-20148 (N.D. Cal.). Additional prominent
securities class actions prosecuted by Mr. Coughlin include the Enron litigation ($7.2 billion
recovery); the Qwest litigation ($445 million recovery); and the HealthSouth litigation ($671
million recovery). Mr. Coughlin was formerly an Assistant United States Attorney in the
District of Columbia and the Southern District of California, handling complex white-collar
fraud matters.
Education: B.S., Santa Clara University, 1977; J.D., Golden Gate University, 1983
Honors/Awards: Southern California Super Lawyer (2009, 2007, 2006); Top 100 Lawyers,
Daily Journal, 2008
MARK J. DEARMAN
Mark J. Dearman is Of Counsel to the Firm and is based in the Firm’s Boca Raton office.
Mr. Dearman devotes his practice to protecting the rights of those who have been harmed
by corporate misconduct. Mr. Dearman is involved as lead or co-lead trial counsel in the
context of protecting shareholders’ rights, representing pension funds in the context of
securities lending, and in consumer class actions which are pending in a multi-district
venue or in many of the district courts throughout the United States, notably, In re Burger
King Holdings, Inc. S’holder Litig., No. 10-48395 (11th Cir.); The Board of Trustees of the
Southern California IBEW-NECA v. The Bank of New York Mellon Corp., No. 09-06273
(S.D.N.Y.); POM Wonderful LLC Mktg. & Sales Practices Litig., MDL No. 2199; Gutierrez v.
Home Depot U.S.A., Inc., No. 10-cv-0166 (N.D. Ga.); and Pelkey v. McNeil Consumer
Health Care, No. 10-cv-61853 (S.D. Fla.). Prior to joining the Firm, Mr. Dearman founded
Dearman & Gerson, where he defended Fortune 500 companies in all aspects of litigation,
with an emphasis on complex commercial litigation, consumer claims, and products liability.
During the past 17 years of practice, Mr. Dearman has obtained extensive jury trial
experience throughout the United States. Having represented defendants for so many
years before joining the Firm, Mr. Dearman has a unique perspective that enables him to
represent clients effectively.
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Education: B.A., University of Florida, 1990; J.D., Nova Southeastern University, 1993
Honors/Awards: AV rated by Martindale-Hubbell; In top 1.5% of Florida Civil Trial Lawyers
in Florida Trend’s Florida Legal Elite, 2004 and 2006
L. THOMAS GALLOWAY
L. Thomas Galloway is Of Counsel to the Firm. Mr. Galloway is the founding partner of
Galloway & Associates PLLC, a law firm that specializes in the representation of
institutional investors – namely, public and multi-employer pension funds. Mr. Galloway is
also President of the Galloway Family Foundation, which funds investigative journalism into
human rights abuses around the world.
Education: B.A., Florida State University, 1967; J.D., University of Virginia School of Law,
1972
Honors/Awards: Articles Editor, University of Virginia Law Review, University of Virginia
School of Law; Phi Beta Kappa, University of Virginia School of Law; Trial Lawyer of the
Year in the United States, 2003
EDWARD M. GERGOSIAN
Edward M. Gergosian is Of Counsel in the Firm’s San Diego office. Mr. Gergosian has
practiced solely in complex litigation for 28 years, first with a nationwide securities and
antitrust class action firm, managing its San Diego office, and thereafter as a founding
member of his own firm. Mr. Gergosian has actively participated in the leadership and
successful prosecution of several securities and antitrust class actions and shareholder
derivative actions, including In re 3Com Corp. Sec. Litig. (which settled for $259 million); In
re Informix Corp. Sec. Litig. (which settled for $142 million); and the Carbon Fiber antitrust
litigation (which settled for $60 million). Mr. Gergosian was part of the team that prosecuted
the AOL Time Warner state and federal court securities opt-out actions, which settled for
$629 million. He also obtained a jury verdict in excess of $14 million in a consumer class
action captioned Gutierrez v. Charles J. Givens Organization.
Education: B.A., Michigan State University, 1975; J.D., University of San Diego School of
Law, 1982
Honors/Awards: J.D., Cum Laude, University of San Diego School of Law, 1982
MITCHELL D. GRAVO
Mitchell D. Gravo is Of Counsel to the Firm and concentrates his practice on government
relations. Mr. Gravo represents clients before the Alaska Congressional delegation, the
Alaska Legislature, the Alaska State Government and the Municipality of Anchorage.
Mr. Gravo’s clients include Anchorage Economic Development Corporation, Anchorage
Convention and Visitors Bureau, UST Public Affairs, Inc., International Brotherhood of
Electrical Workers, Alaska Seafood International, Distilled Spirits Council of America, RIM
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Architects, Anchorage Police Department Employees Association, Fred Meyer, and the
Automobile Manufacturer’s Association. Prior to joining the Firm, Mr. Gravo served as an
intern with the Municipality of Anchorage, and then served as a law clerk to Superior Court
Judge J. Justin Ripley.
Education: B.A., Ohio State University; J.D., University of San Diego School of Law
HELEN J. HODGES
Helen J. Hodges is Of Counsel to the Firm and is based in the Firm’s San Diego office. Ms.
Hodges has been involved in numerous securities class actions, including Knapp v.
Gomez, No. 87-0067 (S.D. Cal.), in which a plaintiffs’ verdict was returned in a Rule 10b-5
class action; Nat’l Health Labs, which settled for $64 million; Thurber v. Mattel, which
settled for $122 million; and Dynegy, which settled for $474 million. More recently, Ms.
Hodges focused on the prosecution of Enron, where a record recovery ($7.2 billion) was
obtained for investors.
Education: B.S., Oklahoma State University, 1979; J.D., University of Oklahoma, 1983
Honors/Awards: Rated AV by Martindale-Hubbell; San Diego Super Lawyer, 2007;
Oklahoma State University Foundation Board of Governors, 2009
DAVID J. HOFFA
David J. Hoffa is based in Michigan and works out of the Firm’s Washington, D.C. office.
Since 2006, Mr. Hoffa has been serving as a liaison to over 80 institutional investors in
portfolio monitoring and securities litigation matters. His practice focuses on providing a
variety of legal and consulting services to single and multi-employer Taft-Hartley benefit
funds, as well as municipal pension funds. Mr. Hoffa also serves as a member of the
Firm’s lead plaintiff advisory team, and advises public and multi-employer pension funds
around the country on issues related to fiduciary responsibility, legislative and regulatory
updates, and “best practices” in the corporate governance of publicly traded companies.
Early in his legal career, Mr. Hoffa worked for a law firm based in Birmingham, Michigan,
where he appeared regularly in Michigan state court in litigation pertaining to business,
construction, and employment related matters. Mr. Hoffa has also appeared before the
Michigan Court of Appeals on several occasions.
Education: B.A., Michigan State University, 1993; J.D., Michigan State University College
of Law, 2000
FRANK J. JANECEK, JR.
Frank J. Janecek, Jr. is Of Counsel in the Firm’s San Diego office and practices in the
areas of consumer/antitrust, Proposition 65, taxpayer and tobacco litigation. Mr. Janecek
served as co-lead counsel, as well as court appointed liaison counsel, in Wholesale Elec.
Antitrust Cases I & II, JCCP Nos. 4204 & 4205, charging an antitrust conspiracy by
wholesale electricity suppliers and traders of electricity in California’s newly deregulated
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wholesale electricity market. In conjunction with the Governor of the State of California, the
California State Attorney General, the California Public Utilities Commission, the California
Electricity Oversight Board, a number of other state and local governmental entities and
agencies, and California’s large, investor-owned electric utilities, plaintiffs secured a global
settlement for California consumers, businesses and local governments valued at more
than $1.1 billion. Mr. Janecek also chaired several of the litigation committees in
California’s tobacco litigation, which resulted in the $25.5 billion recovery for California and
its local entities, and also handled a constitutional challenge to the State of California’s
Smog Impact Fee in Ramos v. Dep’t of Motor Vehicles, No. 95AS00532 (Cal. Super. Ct.,
Sacramento County), which resulted in more than a million California residents receiving
full refunds and interest, totaling $665 million.
Education: B.S., University of California, Davis, 1987; J.D., Loyola Law School, 1991
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NANCY M. JUDA
Nancy M. Juda is Of Counsel to the Firm and is based in the Firm’s Washington, D.C.
office. Ms. Juda concentrates her practice on employee benefits law and works in the
Firm’s Institutional Outreach Department. Using her extensive experience representing
union pension funds, Ms. Juda advises Taft-Hartley fund trustees regarding their options for
seeking redress for losses due to securities fraud. Ms. Juda also represents workers in
ERISA class actions involving breach of fiduciary duty claims against corporate plan
sponsors and fiduciaries.
Prior to joining the Firm, Ms. Juda was employed by the United Mine Workers of America
Health & Retirement Funds, where she practiced in the area of employee benefits law. Ms.
Juda was also associated with union-side labor law firms in Washington, D.C., where she
represented the trustees of Taft-Hartley pension and welfare funds on qualification,
compliance, fiduciary, and transactional issues under ERISA and the Internal Revenue
Code.
Education: B.A., St. Lawrence University, 1988; J.D., American University, 1992
ANDREW S. LOVE
Andrew S. Love is Of Counsel in the Firm’s San Francisco office and focuses on federal
appeals of securities fraud class actions. For more than 23 years prior to joining the Firm,
Mr. Love represented inmates on California’s death row in appellate and habeas corpus
proceedings. He has successfully argued capital cases before both the California Supreme
Court (People v. Allen & Johnson, 53 Cal. 4th 60 (2011)) and the U.S. Court of Appeals for
the Ninth Circuit (Bean v. Calderon, 163 F.3d 1073 (9th Cir. 1998); Lang v. Woodford, 230
F.3d 1367 (9th Cir. 2000)).
Education: B.A., University of Vermont, 1981; J.D., University of San Francisco School of
Law, 1985
Honors/Awards: J.D., Cum Laude, University of San Francisco School of Law, 1985;
McAuliffe Honor Society, University of San Francisco School of Law, 1982-1985
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ROBERT K. LU
Robert K. Lu is Of Counsel to the Firm, and has handled all facets of civil and criminal
litigation, including pretrial discovery, internal and pre-indictment investigations, trials, and
appellate issues. Mr. Lu was formerly an Assistant U.S. Attorney in the District of Arizona,
in both the Civil and Criminal Divisions of that office. In that capacity he recovered millions
of dollars for the federal government under the False Claims Act related to healthcare and
procurement fraud, as well as litigating qui tam lawsuits.
Education: B.A., University of California, Los Angeles, 1995; J.D., University of Southern
California, Gould School of Law, 1998
RUBY MENON
Ruby Menon is Of Counsel to the Firm and focuses on providing a variety of legal and
consulting services to single and multi-employer pension funds, and also serves as a
member of the Firm’s advisory team and liaison between the Firm’s individual and
institutional investor clients in the United States and abroad. For over 12 years, Ms. Menon
served as chief legal counsel to two large multi-employer retirement plans, developing her
expertise in many areas of employee benefits administration, including legislative initiatives
and regulatory affairs, investments, tax, fiduciary compliance and plan administration.
Education: B.A., Indiana University, 1985; J.D., Indiana University School of Law, 1988
MARK T. MILLKEY
Mark T. Millkey is Of Counsel to the Firm and is based in the Firm’s New York Office. Mr.
Millkey has significant experience in the area of complex securities class actions, consumer
fraud class actions, and derivative litigation.
Mr. Millkey was previously involved in a consumer litigation against MetLife, which resulted
in a benefit to the class of approximately $1.7 billion, and a securities class action against
Royal Dutch/Shell, which settled for a minimum cash benefit to the class of $130 million
and a contingent value of more than $180 million. Mr. Millkey also has significant appellate
experience in both the federal court system and the state courts of New York.
Education: B.A., Yale University, 1981; M.A., University of Virginia, 1983; J.D., University
of Virginia, 1987
ROXANA PIERCE
Roxana Pierce is Of Counsel to the Firm and focuses her practice on negotiations,
contracts, international trade, real estate transactions, and project development. She is
presently acting as liaison to several international funds in the area of securities litigation.
She has represented clients in over 65 countries, with extensive experience in the Middle
East, Asia, Russia, the former Soviet Union, the Caribbean and India. Ms. Pierce counsels
institutional investors on recourse available to them when the investors have been victims
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of fraud or other schemes. Her diverse clientele includes international institutional investors
in Europe and the Middle East and domestic public funds across the United States.
Education: B.A., Pepperdine University, 1988; J.D., Thomas Jefferson School of Law,
1994
Honors/Awards: Certificate of Accomplishment, Export-Import Bank of the United States
LEONARD B. SIMON
Leonard B. Simon is Of Counsel to the Firm. His practice has been devoted heavily to
litigation in the federal courts, including both the prosecution and defense of major class
actions and other complex litigation in the securities and antitrust fields. Mr. Simon has also
handled a substantial number of complex appellate matters, arguing cases in the United
States Supreme Court, several federal Courts of Appeals, and several California appellate
courts. Mr. Simon has served as plaintiffs’ co-lead counsel in dozens of class actions,
including In re Am. Cont’l Corp./Lincoln Sav. & Loan Sec. Litig., MDL No. 90-834 (D. Ariz.)
(settled for $240 million) and In re NASDAQ Market-Makers Antitrust Litig., MDL No. 1023
(S.D.N.Y.) (settled for more than $1 billion), and was centrally involved in the prosecution of
In re Washington Pub. Power Supply Sys. Sec. Litig., MDL No. 551 (D. Ariz.), the largest
securities class action ever litigated.
Mr. Simon is an Adjunct Professor of Law at Duke University, the University of San Diego,
and the University of Southern California Law Schools. He is an Editor of California Federal
Court Practice and has authored a law review article on the Private Securities Litigation
Reform Act of 1995.
Education: B.A., Union College, 1970; J.D., Duke University School of Law, 1973
Honors/Awards: San Diego Super Lawyer; J.D., Order of the Coif and with Distinction,
Duke University School of Law, 1973
LAURA S. STEIN
Laura S. Stein is Of Counsel to the Firm and has practiced in the areas of securities class
action litigation, complex litigation and legislative law. In a unique partnership with her
mother, attorney Sandra Stein, also Of Counsel to the Firm, the Steins focus on minimizing
losses suffered by shareholders due to corporate fraud and breaches of fiduciary duty. The
Steins also seek to deter future violations of federal and state securities laws by reinforcing
the standards of good corporate governance. The Steins work with over 500 institutional
investors across the nation and abroad, and their clients have served as lead plaintiff in
successful cases where billions of dollars were recovered for defrauded investors against
such companies as AOL Time Warner, Tyco, Cardinal Health, AT&T, Hanover Compressor,
First Bancorp, Enron, Dynegy, Honeywell International and Bridgestone.
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Ms. Stein is Special Counsel to the Institute for Law and Economic Policy (ILEP), a think
tank that develops policy positions on selected issues involving the administration of justice
within the American legal system. Ms. Stein has also served as Counsel to the Annenberg
Institute of Public Service at the University of Pennsylvania.
Education: B.A., University of Pennsylvania, 1992; J.D., University of Pennsylvania Law
School, 1995
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SANDRA STEIN
Sandra Stein is Of Counsel to the Firm and concentrates her practice in securities class
action litigation, legislative law and antitrust litigation. In a unique partnership with her
daughter, Laura Stein, also Of Counsel to the Firm, the Steins focus on minimizing losses
suffered by shareholders due to corporate fraud and breaches of fiduciary duty.
Previously, Ms. Stein served as Counsel to United States Senator Arlen Specter of
Pennsylvania. During her service in the United States Senate, Ms. Stein was a member of
Senator Specter’s legal staff and a member of the United States Senate Judiciary
Committee staff. Ms. Stein is also the Founder of the Institute for Law and Economic Policy
(ILEP), a think tank that develops policy positions on selected issues involving the
administration of justice within the American legal system. Ms. Stein has also produced
numerous public service documentaries for which she was nominated for an Emmy and
received an ACE award, cable television’s highest award for excellence in programming.
Education: B.S., University of Pennsylvania, 1961; J.D., Temple University School of Law,
1966
Honors/Awards: Nominated for an Emmy and received an ACE award for public service
documentaries
JOHN J. STOIA, JR.
John J. Stoia, Jr. is Of Counsel to the Firm and is based in the Firm’s San Diego office. Mr.
Stoia was a founding partner of Robbins Geller Rudman & Dowd LLP, previously known as
Coughlin Stoia Geller Rudman & Robbins LLP. Currently, Mr. Stoia is court-appointed colead
counsel in eight nationwide class actions against sellers of deferred annuities to senior
citizens. Mr. Stoia has worked on dozens of nationwide complex securities class actions,
including In re Am. Cont’l Corp./Lincoln Sav. & Loan Sec. Litig., MDL No. 834 (D. Ariz.),
which arose out of the collapse of Lincoln Savings & Loan and Charles Keating’s empire.
Mr. Stoia was a member of the plaintiffs’ trial team, which obtained verdicts against Mr.
Keating and his co-defendants in excess of $3 billion and settlements of over $240 million.
Mr. Stoia has brought over 50 nationwide class actions against life insurance companies
and recovered over $10 billion on behalf of victims of insurance fraud due to deceptive
sales practices such as “vanishing premiums,” “churning,” and discrimination in the sale of
burial or debit insurance. Mr. Stoia has also represented numerous large institutional
investors who suffered hundreds of millions of dollars in losses as a result of major financial
scandals, including AOL Time Warner and WorldCom.
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Education: B.S., University of Tulsa, 1983; J.D., University of Tulsa, 1986; LL.M.
Georgetown University Law Center, 1987
Honors/Awards: Litigator of the Month, The National Law Journal; Super Lawyer,
Southern California Super Lawyers (2008-Present); California Super Lawyer; LL.M. Top of
Class, Georgetown University Law Center
SPECIAL COUNSEL
BRUCE GAMBLE
Bruce Gamble is Special Counsel to the Firm and a member of the Institutional Outreach
Department.
Mr. Gamble serves as a liaison with the Firm’s institutional investor clients in the United
States and abroad, advising them on securities litigation matters. Previously, Mr. Gamble
was General Counsel and Chief Compliance Officer for the District of Columbia Retirement
Board, where he served as chief legal advisor to the Board of Trustees and staff. Mr.
Gamble’s experience also includes serving as Chief Executive Officer of two national trade
associations and several senior level staff positions on Capitol Hill.
Education: B.S., University of Louisville, 1979; J.D., Georgetown University Law Center,
1989
Honors/Awards: Executive Board Member, National Association of Public Pension
Attorneys, 2000-2006; American Banker selection as one of the most promising U.S. bank
executives under 40 years of age, 1992
TRICIA MCCORMICK
Tricia L. McCormick is Special Counsel to the Firm and focuses primarily on the
prosecution of securities class actions. Ms. McCormick has litigated numerous cases
against public companies in state and federal courts that resulted in hundreds of millions of
dollars in recoveries for investors. She is also a member of a team that is in constant
contact with clients who wish to become actively involved in the litigation of securities fraud.
In addition, Ms. McCormick is active in all phases of the Firm’s lead plaintiff motion practice.
Education: B.A., University of Michigan, 1995; J.D., University of San Diego School of
Law, 1998
Honors/Awards: J.D., Cum Laude, University of San Diego School of Law, 1998
FORENSIC ACCOUNTANTS
R. STEVEN ARONICA
R. Steven Aronica is a Certified Public Accountant licensed in the States of New York and
Georgia and is a member of the American Institute of Certified Public Accountants, the
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Institute of Internal Auditors and the Association of Certified Fraud Examiners. Mr. Aronica
has been instrumental in the prosecution of numerous financial and accounting fraud civil
litigation claims against companies including Lucent Technologies, Tyco, Oxford Health
Plans, Computer Associates, Aetna, WorldCom, Vivendi, AOL Time Warner, Ikon, Doral
Financial, First BanCorp, Acclaim Entertainment, Hibernia Foods, and NBTY. In addition,
Mr. Aronica assisted in the prosecution of numerous claims against major United States
public accounting firms.
Mr. Aronica has been employed in the practice of financial accounting for more than 25
years, including public accounting, where he was responsible for providing clients with a
wide range of accounting and auditing services; private accounting with Drexel Burnham
Lambert, Inc., where he held positions with accounting and financial reporting
responsibilities; and at the United States Securities and Exchange Commission, where he
held various positions in the divisions of Corporation Finance and Enforcement.
Education: B.B.A., University of Georgia, 1979
ANDREW J. RUDOLPH
Andrew J. Rudolph is the Director of the Firm’s Forensic Accounting Department, which
provides in-house forensic accounting expertise in connection with securities fraud litigation
against national and foreign companies.
Mr. Rudolph has directed hundreds of financial statement fraud investigations, which were
instrumental in recovering billions of dollars for defrauded investors. Prominent cases
include Qwest, HealthSouth, WorldCom, Boeing, Honeywell, Vivendi, Aurora Foods,
Informix, Platinum Software, AOL Time Warner, and UnitedHealth.
Mr. Rudolph is a Certified Fraud Examiner and a Certified Public Accountant licensed to
practice in California.
He is an active member of the American Institute of Certified Public Accountants,
California’s Society of Certified Public Accountants, and the Association of Certified Fraud
Examiners. His 20 years of public accounting, consulting and forensic accounting
experience includes financial fraud investigation, auditor malpractice, auditing of public and
private companies, business litigation consulting, due diligence investigations and taxation.
Education: B.A., Central Connecticut State University, 1985
CHRISTOPHER YURCEK
Christopher Yurcek is the Assistant Director of the Firm’s Forensic Accounting Department,
which provides in-house forensic accounting and litigation expertise in connection with
major securities fraud litigation. Mr. Yurcek has directed the Firm’s forensic accounting
efforts on numerous high-profile cases, including In re Enron Corp. Sec. Litig. and Jaffe v.
Household Int’l, Inc., which resulted in a major jury verdict at trial in 2009. Other prominent
cases include HealthSouth, UnitedHealth, Vesta, Informix, Mattel, Coca-Cola and Media
Vision.
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Mr. Yurcek has over 20 years of accounting, auditing, and consulting experience in areas
including financial statement audit, forensic accounting and fraud investigation, auditor
malpractice, turn-around consulting, business litigation and business valuation. Mr. Yurcek
is a Certified Public Accountant licensed in California, holds a Certified in Financial
Forensics (CFF) Credential from the American Institute of Certified Public Accountants, and
is a member of the California Society of CPAs and the Association of Certified Fraud
Examiners.
Education: B.A., University of California, Santa Barbara, 1985
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Case 1:07-cv-10329-RJS Document 123 Filed 01/10/13 Page 1 of 5
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
CITY OF LIVONIA EMPLOYEES'
RETIREMENT SYSTEM, On Behalf of Itself
and All Others Similarly Situated,
Plaintiff,
x
Civil Action No. 1:07-cv-10329-RJS
CLASS ACTION
ECF CASE
vs.
WYETH, et al.,
Defendants.
x
DECLARATION OF MATTHEW P.
MONTGOMERY FILED IN SUPPORT OF
APPLICATION FOR AWARD OF
ATTORNEYS' FEES AND EXPENSES

Case 1:07-cv-10329-RJS Document 123 Filed 01/10/13 Page 2 of 5
I, MATTHEW P. MONTGOMERY, declare as follows:
I am a member of the Montgomery Law Firm at 402 W. 3` d St. #602, Austin Texas,
78701. I am submitting this declaration in support of the application for an award of attorneys' fees
and expenses in connection with services rendered on behalf of the class in the above-entitled action.
2. I am a 1995 graduate of Boalt Hall School of Law at the University of California,
Berkeley. I have practiced securities litigation for the past fourteen years and have served as a
litigation partner on more than a dozen cases involving certified shareholder classes, including
numerous cases involving the development and marketing of pharmaceutical products.
3. Between 2006 and 2009,1 was a partner at Robbins Geller Rudman & Dowd. In that
capacity, I was involved in the investigation and drafting of the initial complaint in the abovecaptioned
action. After leaving Robbins Geller Rudman & Dowd LLP and starting the Montgomery
Law Firm, I assisted Lead Counsel in the identification and analysis of discovery related to the
development and regulatory approval of the drug Pristiq. Specifically, relying upon my familiarity
with the above-captioned action and the pharmaceutical regulatory process, I pursued documents
regarding Pristiq from the European Medicines Agency ("EMEA") via their equivalent of the
Freedom of Information Act. After conferring with the EMEA on multiple occasions, I obtained the
requested documents, then reviewed them for both completeness and substance. Subsequently, I
assisted Lead Counsel in preparing for numerous depositions that would have involved documents
produced by the EMEA or information contained in those documents.
4. Throughout my involvement in this matter, I ensured that my firm did its part to
litigate efficiently, without undue duplication of effort, and at minimal expense. I believe that the
time reflected in my firm's lodestar calculation is reasonable in amount and was necessary for the
effective and efficient prosecution and resolution of the Litigation.
-1-

Case 1:07-cv-10329-RJS Document 123 Filed 01/10/13 Page 3 of 5
5. The total number of hours I spent on this litigation is 241.2. The total lodestar
amount for attorney time based on my current hourly rate of $660/hr. is $159,192. My hourly rate is
the usual and customary rate charged by my firm.
I declare under penalty of perjury that the foregoing is true and correct. Executed this 7th
day of January, 2013, at Scottsdale, Arizona.
MATTHE
ONTGOMERY
-2-

Case 1:07-cv-10329-RJS Document 123 Filed 01/10/13 Page 4 of 5
CERTIFICATE OF SERVICE
I hereby certify that on January 10, 2013, I authorized the electronic filing of the foregoing
with the Clerk of the Court using the CM/ECF system which will send notification of such filing to
the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CM/ECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on January 10, 2013.
s/ Tor Gronborg
TOR GRONBORG
ROBBINS GELLER RUDMAN
& DOWD LLP
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Telephone: 619/231-1058
619/231-7423 (fax)
E-mail:TorG@rgrdlaw.com

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Case 1:07-cv-10329-RJS Document 120 Filed 01/10/13 Page 1 of 6
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
CITY OF LIVONIA EMPLOYEES'
RETIREMENT SYSTEM, On Behalf of Itself
and All Others Similarly Situated,
Plaintiff,
X
Civil Action No. 1:07-cv-10329-RJS
CLASS ACTION
ECF CASE
vs.
WYETH, et al.,
Defendants.
DECLARATION OF CHARLES T.
HANNAFORD IN SUPPORT OF MOTION
FOR FINAL APPROVAL OF
SETTLEMENT, PLAN OF ALLOCATION
OF SETTLEMENT PROCEEDS, AND
AWARD OF ATTORNEYS' FEES AND
x EXPENSES

Case 1:07-cv-10329-RJS Document 120 Filed 01/10/13 Page 2 of 6
I, Charles T. Hannaford, declare as follows:
1. I am the Administrator of the Pipefitters Union Local 537 Pension Fund
("Pipefitters"). I respectfully submit this declaration in support of final approval of the $67,500,000
million settlement (the "Settlement"), the plan of allocation, and an award of 24.5% of the
Settlement in attorneys' fees to Lead Counsel, plus expenses incurred by Lead Counsel in litigating
this case. I also submit this declaration in support of the Pipefitters' request for reimbursement of
$4,526.25 in expenses associated with the time spent by myself and the Pipefitters' staff monitoring
and participating in the litigation. I have personal knowledge of the statements herein and, if called
as a witness, could competently testify thereto.
2. The Pipefitters, as an institutional investor, has an interest in issues related to the
integrity of the stock market. The Pipefitters made the decision to move for appointment as a Lead
Plaintiff in this case only after determining that it was a matter of importance to institutional
investors. In seeking appointment as a Lead Plaintiff, the Pipefitters understood its responsibility to
serve the best interests of the Class.
3. On February 25, 2008, this Court appointed the Pipefitters as a Lead Plaintiff in this
matter and on September 18, 2012, the Pipefitters was appointed to serve as class representative. In
fulfillment of its responsibilities as a Lead Plaintiff and class representative on behalf of all Class
members, the Pipefitters, including myself: (i) engaged in numerous meetings, phone conversations
and correspondence with Lead Counsel; (ii) participated in the litigation and provided input into the
prosecution of the case; (iii) kept fully informed regarding case status; (iv) reviewed documents filed
in this action, including those in connection with the motion to dismiss, motion for reconsideration
and class certification; (v) produced documents and provided information in discovery; (vi) provided
deposition testimony; (vii) consulted with counsel and provided input regarding litigation and
-1-

Case 1:07-cv-10329-RJS Document 120 Filed 01/10/13 Page 3 of 6
settlement strategy; and (viii) monitored and was kept informed about the scheduling and progress of
mediation and settlement negotiations.
4. The Pipefitters authorized Lead Counsel to settle this action for $67,500,000 million.
In this regard, I reviewed, considered and evaluated the merits of this case, was kept apprised of the
scheduling of and progress of the case and approved the proposed settlement on behalf of the
Pipefitters. In making its determination that the $67,500,000 million represented a fair, reasonable,
and adequate result for the Class, the Pipefitters weighed the substantial benefits to the Class against
the significant risks and uncertainties of continued litigation. After doing so, the Pipefitters believes
that the Settlement represents an excellent recovery that would not have been possible without the
diligent efforts of Lead Counsel who aggressively litigated this case. The Pipefitters believes this
Settlement represents a fair, reasonable, and adequate recovery on behalf of the Class, and that its
approval is in the best interest of each Class member.
5. While the Pipefitters recognizes that any determination of fees is left to the Court, the
Pipefitters approves the request for a 24.5% attorneys' fee award, plus expenses not to exceed
$650,000. In determining that Lead Counsel's 24.5% fee was reasonable, the Pipefitters took into
account Lead Counsel's high quality representation and diligence in prosecuting this litigation. Lead
Counsel was instrumental in investigating and pleading the alleged fraud, litigating and arguing
matters related to motion to dismiss, summary judgment, discovery and class certification and
conducting extensive discovery.
6. Additionally, I understand that in cases such as this, the Court may make an award of
reasonable costs and expenses (including lost wages) directly relating to the representation of the
Class to any representative serving on behalf of the Class. As a consequence of the services
performed by the Pipefitters in its efforts rendered in the best interest of the Class, the Pipefitters has
-2-

Case 1:07-cv-10329-RJS Document 120 Filed 01/10/13 Page 4 of 6
incurred expenses associated with my time, as well as that of various Pipefitters staffers, monitoring
and participating in the litigation. This time includes reviewing major pleadings and filings in this
case, conferences and correspondence with counsel, searching for and producing documents,
preparing for and being deposed and participation in mediation and settlement discussions. I have
spent a total of 53.25 hours on the litigation. Based on an hourly rate of $85, the unreimbursed
expenses for time expended on the litigation is $4,526.25. These unreimbursed expenses were
reasonably and necessarily incurred in connection with the Pipefitters' services to all Class members
in the case and i believe they are both fair and reasonable.
I declare under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed this S day of,j 6w , 2013 at
CHARLES . HANN RD
-3-

Case 1:07-cv-10329-RJS Document 120 Filed 01/10/13 Page 5 of 6
CERTIFICATE OF SERVICE
I hereby certify that on January 10, 2013, I authorized the electronic filing of the foregoing
with the Clerk of the Court using the CMIECF system which will send notification of such filing to
the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CM/ECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on January 10, 2013.
s/ Tor Gronborg
TOR GRONBORG
ROBBINS GELLER RUDMAN
& DOWD LLP
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Telephone: 619/231-1058
619/231-7423 (fax)
E-mail:TorG e rgrdlaw.com

SDNY CM/ECF Case Version 1:07-cv-10329-RJS 4.2- Document 120 Filed 01/10/13 Page 6 of 6 Page 1 of 1
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Case 1:07-cv-10329-RJS Document 118 Filed 01/10/13 Page 1 of 5
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
-----------------------------X
CITY OF LIVONIA EMPLOYEES'
RETIREMENT SYSTEM, On Behalf ofltself
and All Others Similarly Situated,
Plaintiff,
Civil Action No. 1 :07 -cv-1 0329-RJS
CLASS ACTION
ECF CASE
vs.
COMPENDIUM OF UNREPORTED AND
SECONDARY AUTHORITIES CITED IN
WYETH, et al.,
SUPPORT OF LEAD COUNSEL'S MOTION
FORAN AWARD OF ATTORNEYS' FEES
Defendants. AND EXPENSES AND LEAD PLAINTIFF'S
_______________ x EXPENSES PURSUANT TO 15 U.S.C. §78u-
4(a)(4)
803598_1

Case 1:07-cv-10329-RJS Document 118 Filed 01/10/13 Page 2 of 5
COMPENDIUM OF UNREPORTED AND SECONDARY AUTHORITIES CITED IN
SUPPORT OF LEAD COUNSEL'S MOTION FOR AN AWARD OF ATTORNEYS'
FEES AND EXPENSES AND LEAD PLAINTIFF'S EXPENSES PURSUANT TO 15
U.S.C. §78u-4(a)(4)
AUTHORITY
Securities Class Action Filings- 2011 Year in Review
(Cornerstone Research 2012) (excerpt of page 18)
Dr. Jordan Milev, Robert Patton, Svetlana Starykh, and Dr. John Montgomery,
Recent Trends in Securities Class Action Litigation: 2011 Year-End Review
(NERA Dec. 14, 2011)
Cornwell v. Credit Suisse Grp.,
No. 08-cv-03758(VM), slip op.
(S.D.N.Y. July 20, 2011)
In re Buspirone Antitrust Litig.,
No. MDL 1413 (JGK), 2003 U.S. Dist. LEXIS 26538
(S.D.N.Y. Apr. 17, 2003)
In re CIT Grp. Inc. Sec. Litig.,
No. 1:08-cv-06613-BSJ-THK, slip op.
(S.D.N.Y. June 13, 2012)
In re Dora! Fin. Corp. Sec. Litig.,
No. 1 :05-md-01706-RO, slip op.
(S.D.N.Y. July 17, 2007)
In re L. G. Philips LCD Co., Ltd Sec. Litig.,
No. 1 :07-cv-00909-RJS, slip op.
(S.D.N.Y. Mar. 17, 2011)
In re Noah Educ. Holdings Ltd Sec. Litig.,
No. 1 :08-cv-09203-RJS, slip op.
(S.D.N.Y. May 27, 2011)
In re Orion Sec. Litig.,
No. 1:08-cv-01328-RJS, slip op.
(S.D.N.Y. Apr. 14, 2011)
EXHIBIT
1
2
3
4
5
6
7
8
9
803598_1
- 1 -

Case 1:07-cv-10329-RJS Document 118 Filed 01/10/13 Page 3 of 5
In re Oxford Health Plans, Inc., Sec. Litig.,
No. MDL 1222 (CLB), 2003 U.S. Dist. LEXIS 26795
(S.D.N.Y. June 12, 2003)
10
DATED: January 10, 2013
ROBBINS GELLER RUDMAN
&DOWDLLP
TOR GRONBORG
TRIG R. SMITH
LAURIE L. LARGENT
CHRISTOPHER D. STEWART
SUSANNAH R. CONN
s/ Tor Gronborg
TOR GRONBORG
65 5 West Broadway, Suite 1900
San Diego, CA 92101
Telephone: 619/231-1058
619/231-7423 (fax)
torg@rgrdlaw.com
trigs@rgrdlaw.com
llargent@rgrdlaw.com
cstewart@rgrdlaw.com
sconn@rgrdlaw.com
ROBBINS GELLER RUDMAN
&DOWDLLP
SAMUEL H. RUDMAN
DAVID A. ROSENFELD
58 South Service Road, Suite 200
Melville, NY 11747
Telephone: 631/367-7100
631/367-1173 (fax)
srudman@rgrdlaw.com
drosenfeld@rgrdlaw.com
Lead Counsel for Lead Plaintiff
803598_1
- 2-

Case 1:07-cv-10329-RJS Document 118 Filed 01/10/13 Page 4 of 5
CERTIFICATE OF SERVICE
I hereby certify that on January 10,2013, I authorized the electronic filing of the foregoing
with the Clerk of the Court using the CM/ECF system which will send notification of such filing to
the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I
caused to be mailed the foregoing document or paper via the United States Postal Service to the non-
CMIECF participants indicated on the attached Manual Notice List.
I certify under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct. Executed on January 10, 2013.
s/ Tor Gronborg
TOR GRONBORG
ROBBINS GELLER RUDMAN
&DOWDLLP
655 West Broadway, Suite 1900
San Diego, CA 92101-3301
Telephone: 619/231-1058
619/231-7423 (fax)
E-mail:TorG@rgrdlaw.com
803232_1

SDNY CM/ECF Version 4.2-
Case 1:07-cv-10329-RJS Document 118 Filed 01/10/13 Page 5 of 5
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Case 1:07-cv-10329-RJS Document 118-1 Filed 01/10/13 Page 1 of 4
EXHIBIT 1

Case 1:07-cv-10329-RJS Document 118-1 Filed 01/10/13 Page 2 of 4

Case 1:07-cv-10329-RJS Document 118-1 Filed 01/10/13 Page 3 of 4
!8 Securiti(·:s

Case 1:07-cv-10329-RJS Document 118-1 Filed 01/10/13 Page 4 of 4
The authors request that you reference the Stanford Law School
Securities Class Action Clearinghouse and Cornerstone Research
in any reprint of the charts and tables included in this study. Pl~ase
direct any questions to:
Alexander Aganin
650.853.1660 or aaganin@cornerstone.com
Boston
617.927.3000
Los Angeles
213.553.2500
Menlo Park
650.853.1660
New York
212.605.5000
San Francisco
415.229.8100
Washington
202.912.8900
www.cornerstone.com
© 2012 by Cornerstone Research. Inc.
All Rights Reserved. Cornerstone Research is a registered service mark of Cornerstone Research, Inc.
C logo and design is a registered trademark of Cornerstone Research, Inc.
II

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 1 of 33
EXHIBIT 2

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 2 of 33
14 December 2011
NERA
ECONOMIC CONSULTING

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 3 of 33

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 4 of 33
Recent Trends in Securities Class Action Litigation:
2011 Year-End Review
By Dr. Jordan Milev, Robert Patton, Svetlana Starykh, and Dr. John Montgomery
14 December 2011
Year 2011 Highlights in Filings
Pace of standard filings in line with past three years
Suits against Chinese companies increased sharply
M&A objection suits continue to comprise a large proportion of filings
• Credit crisis-related filings continue to dwindle
Year 2011 Highlights in Settlements
Median settlement down from last year, yet still third highest on record
Number of settled cases is lower than in previous years
Lower aggregate plaintiffs' attorney fees, consistent with lower aggregate settlement payout
Introduction 1
The pace of filings of class actions under federal securities and commodity laws held relatively steady
in 2011 as compared to the past three years. Behind this apparently steady number, however, was a
substantial shift in the composition of cases filed. Two types of suits have primarily accounted for this
compositional shift M&A objection suits and suits involving Chinese companies listed in the US.
The brisk rate of filings of shareholder class actions against Chinese companies this year has drawn
much attention. It represents the most notable development in the composition of filings this year.
Cases alleging breach of fiduciary duty in connection with a merger or an acquisition continue to be
filed in large numbers. The number so far this year, 61, has declined only slightly from last year's total of
68 such suits. M&A objection lawsuits continue to be the single largest category of non-standard cases
tracked by NERA.
In 2010, M&A cases took that top spot from credit crisis-related suits. Presently, the wave of credit crisisrelated
filings largely seems to have subsided. With 11 federal class actions filed in 2011 relating to the
credit crisis, such litigation is approximately one-third of its level last year, when it had already declined
by about two-thirds from its 2008 peak. The percentage of suits alleging damages in connection with
complex financial instruments such as mortgage-backed securities and collateralized debt obligations has
also declined from the elevated levels observed over the past several years to levels consistent with those
observed in 2005 and 2006.
www.nera.com 1

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 5 of 33
The median settlement in 2011 fell to $8.7
million, below last year's record high of $11.0
million, and lower than both 2009 and 2010, but
still the third highest since the passage of the
Private Securities Litigation Reform Act (PSLRA) in
late 1995.
The number of settlements in 2011 declined as
compared to previous years. This development,
combined with a lower average settlement
size, means that the aggregate amount paid
out in settlements this year is on track to be the
lowest since 2005, as are aggregate plaintiffs'
attorney fees.
Trends in Filings 2
Securities class actions have been filed at a slower
pace in the second half of 2011 than in the first
half, and 2011 filings are on track to be slightly
below the total in 201 0. As Figure 1 shows,
the 232 filings that we project for 2011, based
on the 213 filings observed through the end of
November, are broadly in line with the levels
observed over the previous three years.
While the annual number of filings has not varied
a great deal over the past several years, the mix
of cases filed has changed substantially. Suits
objecting to a merger or an acquisition have
accounted for nearly 29% of all filings so far
in 2011, and filings against Chinese companies
have accounted for approximately 18%. 2 Credit
crisis-related suits have dwindled to just 5% of
all 2011 filings and only three Ponzi schemerelated
securities class actions were filed this
year. In 2008, by contrast, approximately two
out of every five suits were credit crisis-related,
while M&A-related suits and lawsuits against
Chinese companies together accounted for just
9% of filings. Figure 2 illustrates the change in
composition with a comparison of the mix of
suits filed in 2008 and in 2011 to date.
While the number of filings that we label as
"standard" has risen from 128 last year to 138 in
Figure 1. Federal Filings January 1996- November 2011
550
500
450
512
Projected -·· • M&A Objection Cases
• Other Cases • Ponzi Scheme Cases
• Cases Related to Credit Crisis ~1 Options Backdating Cases
Standard Cases
400
"' C1
.5 350 1997 - 2004 Average Standard Filings: 231
~
f
•
Ql
300
"C
~
....
0 250
241
...
Ql
.Q
E
:::1 200
2
150
277
238
100 240 236 210
.202 192
133
50
240
245 241
I
218
I
198
I
187
I
131
II
181 .:·.,..
136
115
128
100 101
.. , •·,...•>«•~'
232
I
~js
0
1996 1997 1998 1999 2000 2001 2002 2003 2004
2005 2006 2007 2008 2009 2010 2011
Note: Other Cases include IPO laddering, mutual fund market timing, and research analyst-related cases.
2 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 6 of 33
Figure 2. Federal Filings
M&A Objection Cases
January 2011 -November 2011
Standard Cases
Excluding China
2011 through the end of November, this increase
is fully accounted for by filings against Chinese
companies-those domiciled and/or with their
principal executive offices in China. 4 Excluding
these cases reveals a sequential decline, as
compared to last year, in the number of standard
filings that do not involve Chinese companies. See
Figure 3. 5
Ponzi
Scheme Cases
Cases Related to
Credit Crisis
Standard Cases against
Other Companies with
Principal Executive
Offices in China
Standard Cases against
Chinese-Domiciled
Companies
With the passage of time since the extreme
market turbulence of late 2008 and early 2oog,
the continuing decline in filings relating to the
global credit crisis is not unexpected. Moreover,
this dynamic may be driven in part by the statute
of limitations: an action alleging violation of the
Securities Exchange Act of 1 g34 must be filed
within two years after the discovery of the facts
constituting the violation or within five years after
the violation. 5
Cases Related to
Credit Crisis
January 2008- December 2008
M&A Objection Cases
Standard Cases
Excluding China
The recent wave of Ponzi scheme cases, which
began with the uncovering of Bernard Madoff's
scheme in December 2008 and crested in 200g,
was also in part a consequence of the credit
crisis. In a Ponzi scheme, investors are paid
returns from funds contributed by new investors;
thus, the scheme requires a steady flow of
investors contributing funds. The credit crisis
and economic recession saw an unprecedented
number of Ponzi schemes collapse, in part
because the financial and economic downturn
reduced the inflow of new funds into such
schemes and increased their investors' demand
for redemptions. 7
Options Backdating Cases -------·-····---'
Standard Cases against Other Companies
with Principal Executive Offices in China
Standard Cases against
Chinese-Domiciled Companies
The M&A objection cases filed at a high rate
in 2010 and 2011 are fundamentally different
from typical shareholder class actions. Instead
of proposing a class of investors who transacted
in a security during a particular period of time,
plaintiffs' attorneys bring this type of lawsuit on
behalf of all shareholders of a target company
in a merger or acquisition, and allege that the
directors of the target company breached their
fiduciary duty to shareholders by accepting a
price for the company's shares that was too low.
www.nera.com 3

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 7 of 33
Figure 3. Standard Cases
January 2008- November 2011
150
125
ill Cases against Other Companies with Principal Executive Offices in China
Cases against Chinese-Domiciled Companies
Standard Cases Excluding China
128
115
• -: .. -~- ;,:;..:;; ·'9 ~-.,: •
138
Ill 100
Ol
:§
ii
~
QJ
-c
u..
QJ 75
-0
101
....
QJ
.c
E
:I
11-t
2 50 1bo
11~
11)o
25
0 '
2008 2009
Filing Year
2010 2011
Filings by Type of Security
We have also looked at the types of securities
named in a lawsuit, and in particular whether the
damages alleged in each case related to securities
issued by a publicly traded company-such as
its common stock or debt-or to other types of
securities such as mortgage-backed securities,
other asset-backed securities, collateralized debt
obligations, tax revenue bonds, mutual funds,
real estate investments, and feeder-fund shares.
In 2009, at the height of the credit crisis, over
30% of suits (67 of 218 total) involved securities
other than ones issued by publicly traded
companies, and as recently as 2010, nearly 20%
did. So far in 2011, however, just nine securities
class actions, less than 5% of the total, have
involved such securities. This year's level is
consistent with levels observed prior to the credit
crisis. See Figure 4.
Filings by Circuit
Traditionally, filings have been concentrated in
two US circuits: the Second Circuit (encompassing
New York, Connecticut, and Vermont), and the
Ninth Circuit (including California, Washington,
Arizona, and certain other Western states and
territories). This year, the pattern has continued;
with 52 filings so far in the Second Circuit and 57
in the Ninth, these two circuits have accounted
for more than half of all filings so far in 2011. See
Figure 5.
In contrast to the overall concentration of
lawsuits in these two circuits, M&A objection
suits have been more evenly distributed. Of the
61 such cases filed this year, there were between
eight and 10 merger objection cases filed in each
of the Third, Fourth, Fifth, and Ninth Circuits, and
between two and five such cases in each of the
First, Second, Sixth, Seventh, and Tenth Circuits.
4 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 8 of 33
Figure 4. Securities Issued by Publicly Traded Companies and Other Securities, by Filing Year
January 2005- November 2011
250
Securities Issued by Publicly Traded Company
245
241
1111111 Other Securities
218
200
187
198
- 150
~
~
....
0
ID
..c
E
:::1
z
100
· ... · .. ,:
....• I
50
0
2005 2006 2007
2008
Filing Year
2009 2010 2011
Figure 5. Federal Filings by Circuit, Year, and Type of Case
January 1, 2006- November 30, 2011
100
96
80
• M&A Objection Cases • Credit Crisis-Related Cases
• Ponzi Scheme Cases Standard and Options Backdating Cases
The first bar in each set represents 2006, the second 2007. the third 2008,
the fourth 2009. the fifth 2010, and the sixth 2011.
VI
Cl 70
:§
u::
~
C1J
"tl 60 57
~
....
0
ID
..c
E
:::1
z 40
20
D.C. 1st 2nd 3rd 4th 5th
Circuit
21
13
70
~,~g LJ J _I
I
,~,_,,.1_1
6th 7th 8th 9th 10th 11th
24
www.nera.com 5

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 9 of 33
Filings by Sector
Filings against companies in the financial sector
have declined along with filings related to the
credit crisis. Securities class actions against
financial sector companies have accounted
for about 16% of cases so far in 2011, as
contrasted with nearly half in 2008 and 2009.
The 2011 proportion is in line with the pre-credit
crisis average. Moreover, of all class actions
filed against financial sector firms as primary
defendants, less than a third involved allegations
relating to the credit crisis.
Filings have not been concentrated against
companies in any one sector in 2011 in the
vvay the financial sector vvas disproportionately
represented in suits filed in 2008 and 2009. More
filings were against companies in the electronic
technology and technology services sector than
in any other sector, with such cases accounting
for approximately 21% of filings. Health
technology and services companies accounted for
15% of filings. See Figure 6.
Many M&A objection cases filed in 2011 have
targeted firms in the electronic technology
sector: 10 cases, or about 16% of all merger
objection filings in 2011, have been filed against
companies in this sector, whereas less than 5% of
all mergers announced in 2011 have involved the
acquisition of firms in the electronic technology
sector. Defendants in M&A objection litigation
have also included companies in the energy and
non-energy minerals sector (eight cases, or about
13%), the health technology sector (nine cases, or
15%) and the utilities sector (six cases, or 10%).
As in 2010, relatively few filings this year have
targeted an accounting co-defendant along
with the issuer. See Figure 7. This is in spite of
an increase in filings with accounting-related
allegations (discussed further below). Many of the
filings in 2011 with accounting allegations were
against companies domiciled in China, and these
tended not to have accounting co-defendants.
Figure 6. Percentage of Filings by Sector and Year
January 2005- November 2011
50%
2005 2006 • 2007 2008
• 2009 2010 • 2011
Ill
C\
:§
i.!
1§
Q)
~
....
0
Q)
C\
40%
30%
~ 20%
c
j
10%
0%
•. le: T
···I 1 1 t-Jl1···l ~-1
• I
~-- . :::; ...• ..;t ...
Note: This analysis is based on the FactSet Research Systems, Inc. economic sector classification. Some of the FactSet economic sectors are combined for presentation.
6 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 10 of 33
Figure 7. Percentage of Federal Filings in Which an Accounting Firm Is a Co-Defendant
January 2005- November 2011
14%
13.0%
12% 11.6% 11.6%
11.2%
Ill
Cl
,§
u::
~
Cll
"5I
LL.
.,_
0
Cll
Cl
~
c
Cll
k!
Cll
a.
8%
6%
4%
8.6%
4.7%
2.5%
2%
0%
2005 2006 2007 2008 2009 2010
Filing Year
2011
Figure 8. All Federal Cases in which Financial Institutions Are Named Defendants
January 2005- November 2011
100%
90%
Ill 80%
Cl
,§
u::
~
70%
Cll
"C
60%
.f .,_
50%
0
Cll
Cl
Ill
40%
....
c
Cll
k!
Cll
a.
30%
20%
• Primary Defendant Only
• Financial Institutions are a Primary Defendant and a Co-Defendant
i\1 Financial Institution is a Co-Defendant Only
10%
0%
2005 2006 2007 2008
2009 2010
2011
Filing Year
www.nera.com 7

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 11 of 33
As Figure 8 shows, 14.1% of filings in 2011
involved a financial institution as co-defendant
but not primary defendant, and 30% of cases
involved financial institutions as either codefendant
or primary defendant, or both. The
proportion of suits naming a financial institution
as a defendant is down from a peak of nearly
72.4% in 2008 at the height of credit crisis
filings and more in line with the levels in 2005
and 2006, before the financial crisis.
Filings by Defendant
Issuer Country
Sixty-four filings in 2011, more than a third of
total filings, have been against foreign-domiciled
issuers. As Figure 9 shows, this number is more
than double the count observed in recent years.
The increase in suits against foreign companies
is largely accounted for by the surge in filings
against Chinese-domiciled companies 8 From
January to November 2011, there have been
a total of 29 filings against Chinese-domiciled
companies. However, even this number appears
to understate the number of filings against
Chinese issuers, as not all companies based in
China are legally domiciled there. If we define a
Chinese company as one that is either domiciled
in China or that has its principal executive offices
in China, there have been 39 suits against
Chinese companies in 2011.
The pace of these suits may have slowed
somewhat in the second half of 2011. Using the
more inclusive concept of what constitutes a
Chinese company, suits against Chinese issuers
fell from 27, or more than one-fifth of filings in
the first half of the year, to 12 in the period from
July through November, a number still above
last year's total of 10 cases. See Figure 10. The
decline in filings against Chinese companies
accounts for a substantial fraction of the decline
in the pace of overall filings in the second half of
2011, as compared to the first half.
To a greater extent than for filings overall,
suits against Chinese companies have been
concentrated in the Second Circuit and Ninth
Circuits, with only five of 29 such cases not
filed in one of those two circuits. Twenty-seven
filings against Chinese companies-more than
Figure 9.
Filings by Year and Company Domicile
January 2008- November 2011
70
• Other • Canada
Europe
64
60
VI
50
Cl
:§
u::
~ 40
Cll
"C
.2 30
.....
0
30
~
..c 24
E
::I
z
20
27
10
0
11
8
8
10
2008 2009
2010 2011
Filing Year
Note: Companies with principal executive offices in China are included in the totals for Asia.
8 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 12 of 33
Figure 10. Number of Federal Filings Against Companies Domiciled in China and Other
Chinese Companies January 2008- November 2011
30
25
Cases against Chinese-Domiciled Companies
•
~ Cases against Other Companies with Principal
Executive Offices in China
27
"' Cl
:E
u:: 20
~
QJ
"C
QJ
u.
.... 15
0
...
QJ
..c
E
:::1
2 10
12
5
5
0
2008 2009 2010
1H2011
2H2011
Filing Year
Figure 11. Proportion of Federal Filings and Listed Companies that Involve Foreign Companies
January 2008- November 2011
30%
25%
-+- % of US listings Represented by Foreign Companies
--+- % of US Filings against Foreign Companies
29.8%
20%
QJ
Cl
Ill
... 15.7%
15.7% 15.8%
c
QJ
1: 15%
QJ
c. 13.6%
12.3%
10% 11.1%
11.2%
5%
0%
2008 2009 2010 2011
Filing Year
Note: Companies with principal executive offices in China are included in the counts of foreign companies.
www.nera.com 9

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 13 of 33
90%-made accounting allegations. Suits against
Chinese companies comprised more than half of
all filings with accounting-related allegations.
As Figure 11 indicates, the proportion of suits
against foreign-domiciled issuers is more than
twice the proportion of foreign companies
among overall US listings.
Time to File
On average, cases were filed considerably faster
in 2011: the average time to file in 2011 was 109
days, as compared to 175 days last year. See
Figure 12. It appears that plaintiffs' attorneys
have largely worked through the backlog of
potential cases that arose during the credit crisis.
Trends in Allegations
We track the allegations in each class action
filing and classify allegations according to
any common themes that emerge, as well as
already established broad categories. With
nearly half of filings in 2011 either against a
Chinese issuer or involving objections to a
merger or an acquisition, it is not surprising
that the two most frequently observed
allegations this year have been accounting
allegations (common in the Chinese issuer suits)
and breach of fiduciary duty (characteristic of
M&A objection litigation). See Figure 13. Suits
against Chinese companies comprised 26 of 87
total securities class actions with accounting
allegations in 2011 and were only one of the
61 M&A objection cases. Figure 13 uses counts
of the number of allegations to calculate the
proportion of various allegations in federal
filings and there often are multiple allegations
in each lawsuit.
Other prominent categories of allegations
include misleading earnings guidance and other
product/operational defects. Only 5% of the
total number of cases filed this year contain
allegations concerning defects of financial
products, as compared to 15% in 2007-2009,
at the height of the wave of litigation related to
the financial crisis.
Figure 12. Time to Filing of First Complaint
100%
Ill
.§ 80%
u::
~ 70%
aJ
"C
~
0
aJ
tn
1 00% filed within 897 days
100% filed within 1,078 days
···················-~==~~~-·············----~---_____,_
98% filed within 2 years
90%
97% filed within 2 years
60%
.l9 50%
s::::
aJ
~
~ 40%
~
....
"'
::; 30%
E
::s
u
20%
10%
50% filed within 33 days
39% filed within 2 weeks
34% filed within 2 weeks
175 days is the average filing time
January 1. 2010- December 31, 2010
January 1, 2011 - November 30, 2011
0% .L+++- .... ···+ ... ----+ ···-····· - ----+-
14 33
24
109 175
365
. -+ -
730
Days from End of Purported Class Period to Filing Date
+
897
... --+-
1,078
Note: Excludes cases with time from end of purported class period to first filing greater than 1,095 days or indeterminate (because class period end not specified in complaint).
10 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 14 of 33
Figure 13. Allegations in Federal Filings
January 2005- November 2011
30%
2005-2006 • 2007-2009
2010 II 2011
c: "'
0
:;::;
"' Cl
~
.... <
25%
20%
0 15%
Ql
Cl
...
"'
c:
Ql
~
Ql
c..
1 Oo/o
So/o
Oo/o
•••
<
İ
~:
Categories of Allegations
Figure 14. Alleged Total Insider Sales and Percentage of Cases Alleging Insider Sales By Filing Year
January 1, 2005- November 30, 2011
16,000 $15,550
15,000
14,000
13,000
~
2 12,000
"!!);
11,000
"' Ql
jij
Vl
10,000
a;
"0
9,000
'iii
.5
jij 8,000
...
{:. 7,000
]
Cl 6,000
~
< 5,000
4,000
~1-6~::-,
$4,065
$3,249
3,000
-
2,000 $1,438
$1,104
1,000
0
2005 2006 2007 2008 2009 2010
Filing Year
13'·:1~
-$1,089
Oo/o
2011
50%
40%
.r,
-2~
-~
-
~)
~'
30% .;1
20%
1 Oo/o
·,"!
;;
CJ
"..)
-~
I''\
:;
tii
3
~
~
·-~
www.nera.com 11

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 15 of 33
Insider Sales
The proportion of filings alleging insider sales
in 2011 has fallen to a new low since 2005, the
earliest year for which we have collected these
data. See Figure 14. It appears that, consistent
with the previous two years, plaintiffs seldom
used insider sales to support a showing of
scienter in 2011 filings.
Resolutions
The typical securities class action takes several
years to reach a final resolution, and a few
cases take a decade or more. To get a sense
of how cases are ultimately resolved, we
analyzed the most recent cohort of cases in
which all cases have been resolved: those filed
in 2000. As Figure 15 shows, of the 236 cases
filed in that year, 149, slightly less than twothirds,
reached a settlement, and 87 cases, or
37%, were dismissed. 9
Figure 15. Status of 236 Federal Securities
Class Actions Filed in 2000
As of November 30, 2011
Settlements at Various Stages
of Litigation
NERA's current predicted settlement model is
estimated using over 1,000 historical settlements
in securities class actions and predicts expected
settlement and related statistics using a set of
case-specific variables that NERA's research
has indicated are statistically significant in
explaining the variation in settlement amounts.
For a particular case that has not yet settled, in
addition to the standard predicted settlement
model, an alternative model can be run based
on a sub-sample of cases with similar factors,
such as same industry or circuit, or factors that
are not currently included in the main predicted
settlement model, such as the procedural history
of the case.
For example, we can apply the above approach
to gauge the extent to which settlements
depend on the stage at which they occur.
We have performed this analysis with respect
to motion for summary judgment using a
limited number of cases for NERA's proprietary
database on securities class action settlements
and using NERA's predicted settlement model.
For cases with denied or partially denied
motions for summary judgment, the median
settlement is, on average, 62% above the
one predicted using NERA's current predicted
settlement model, which does not currently take
into account such motions.
Securities Class Action Trials
Figure 16 shows the proportion of cases
settled, dismissed, and pending, by filing year,
annually from 2000 to present. If we focus on
the cohort of cases filed in 2001 or 2002, we
see that the proportion of settlements and
dismissals for resolved cases are similar to those
for the cohort of cases filed in 2000. Of cases
filed in 2010, about one-third have reached
some resolution, with dismissals outnumbering
settlements two to one.
The data presented in Figures 15 and 16 on
settlements and dismissals show that these
outcomes account for nearly all of resolved
securities class actions. Few securities class
actions proceed to trial, and fewer still reach a
trial verdict.
Indeed, since the passage of the PSLRA in late
1995, there have been only 29 securities class
action trials, as compared to a total number
of over 3,800 filings. Table 1 provides details
of cases that have gone to trial over this
period. Plaintiffs have prevailed in seven cases,
defendants have won 10, and the other 12 trial
12 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 16 of 33
Figure 16. Status of Cases as Percentage of Federal Filings by Filing Year
January 2000- November 2011
100%
90%
19.7%'
80%
'33.3%
Ill
01 70%
:§
u::
~ 60%
C1J
"0
C1J
1.1..
....
0
50%
C1J
01
Ill
.... 40%
c
C1J
1:
C1J
0..
30%
56.9%
63.1%
: 86.4%'
20%
10%
0%
2000 2001 2002 2003 2004 2005 2006
2007 2008 2009 2010 2011
Note: Filings exclude IPO laddering cases.
Filing Year Dismissed • Settled Pending
cases resulted in mixed verdicts, settlements
during trial, or a default judgment. The status
of these 29 shareholder class actions trials is
depicted graphically in Figure 17.
In December of this year, a settlement of $145
million was reached in the Apollo Group Securities
litigation. The case had been filed in 2004 in
the District of Arizona in the Ninth Circuit. In
January 2008, a verdict for the plaintiffs resulted
in an award estimated at $277.5 million in the
aggregate; later that year, however, the verdict
was reversed and the award vacated. In June
2010, however, the verdict was reinstated by the
Ninth Circuit Court of Appeals, and in March 2011
the Supreme Court declined to hear the case. The
case had been returned to district court, where
further procedural issues remained to be heard,
when the settlement was announced.
There were also several notable developments in
the first half of the year. In February 2011, a jury
found for plaintiffs in the Homestore litigation,
Figure 17. Status of 29 Shareholder Class Actions
That Went to Trial After PSLRA
As of November 30, 2011
Verdict for Plaintiffs
Verdict for Defendants
Default
Judgment
Mixed Verdict
Settled With
at Least One
Defendant
During Trial
against the company's former CEO Stuart Wolff,
the sole remaining defendant, and in April 2011,
a jury verdict against BankAtlantic Bankcorp, Inc.
was set aside in the only credit crisis-related case
to go to trial.
www.nera.com 13

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 17 of 33
Table 1. Twenty-Nine Securities Class Actions that Went to Trial after PSLRA
Federal
File
Case Circuit Year
(1) (2) (3)
Trial
Year'
(4)
I. Verdict for Defendants (10)
1 American Mutual Funds (Fee Litigation)2 9 2004
2 American Pacific Corp 3 9 1993
3 BankAtlantic Bancorp, Inc.• 11 2007
4 Biogen Inc. 1 1994
5 Everex Systems lnc. 5 9 1992
6 Health Management, Inc. 2 1996
7 JDS Uniphase Corp. 9 2002
8 NAI Technologies, Inc. 2 1994
9 Thane International, lnc. 6 9 2003
10 Tricord Systems, Inc. 8 1994
II. Veidict foi Plaintiffs (7}
Apollo Group, Inc.' 9 2004
2 Claghorn I Scorpion Technologies, Inc. 9 1998
3 Computer Associates International, Inc. 2 1991
4 Helionetics, Inc. 9 1994
5 Homestore.com, Inc. 8 9 2001
6 Real Estate Associates, LP 9 1998
7 US Banknote Corp. 9 2 1994
Ill. Mixed Verdict (5)
1 Clarent Corpw 9 2001
2 Digitran Systems, Inc." 10 1993
3 Household International, lnc.' 2 7 2002
4 ICN Pharmaceuticals, lnc. 13 2 1987
5 Vivendi Universal, S.A. 14 2 2002
IV. Settled During Trial' 5 (6)
1 AT&T 3 2000
2 First Union National Bank I First Union Securities I Cypress Funds 11 2000
3 Global star Telecommunications, Ltd. 2 2001
4 Heartland High-Yield I Short Duration High-Yield Municipal Bond Funds 7 2000
5 Safety-Kieen Corp. (Bondholders Litigation) 16 4 2000
6 World Com 2 2002
V. Default Judgment (1)
1 Equisure Inc." 8 1997
2009
1997
2011
1998
2002
1999
2007
1996
2009
1997
2010
2002
2000
2000
2011
2002
1997
2005
1996
2009
1996
2010
2004
2003
2005
2005
2005
2005
1998
............. ····-··- ... -· ·-···
Notes:
Until otherwise noted, all these cases went to a jury trial. Data are from case dockets. Cases within each group presented in alphabetical order.
Trial Year shows the year in which the trial began or, when there are relevant post-trial developments (such as a ruling on an appeal or a re-trial), the most recent
such d eveopment.
Judgment for defendants entered 12/28/2009 after a 7/28/2009-8/7/2009 bench trial.
On 11/27/95 the US District Court granted in part the Company's motion for summary judgment ruling that the Company had not violated the federal securities laws in relation
to disclosure concerning the Company's agreements with Thiokol. The remaining claims, which related to allegedly misleading or inadequate disclosures regarding Halotron,
were the subject of a jury trial that began in December 1995 and ended on 1/17/96. The jury reached a unanimous verdict that neither the Company nor its
directors and officers made misleading or inadequate statements regarding Halotron. Verdict was appealed, but on 6/5/97 was affirmed by the Ninth Circuit Court of Appeals.
14 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 18 of 33
Table 1 Notes: continued
4 On 11/18110 the jury returned a verdict in the plaintiffs' favor, finding seven of the statements to have been false, and awarding damages of $2.41 per share. On 4/25/11 the
jury verdict was set aside by the court in a post-trial ruling. Judge opinion granted the defendants' motion for judgment as a matter of law and indicated that she will enter
judgment in defendants' favor following remaining procedural issues.
1998 verdict for defendants was reversed and remanded by the Ninth Circuit Court of Appeals; 2002 retrial again yielded a verdict for defendants.
6 On 6/10/05 bench trial verdict dismissed the case. Thereafter, plaintiffs filed a notice of appeal from the trial verdict in favor of the defendants. On 11/26/07, the US Court of
Appeals of the Ninth Circuit issued an Opinion reversing and remanding the action back to District Court with instructions to enter judgment in favor of the plaintiffs, to
address loss causation, and to conduct further proceedings consistent with this opinion. On 12/5/08 the defendants filed a Motion for Judgment On Loss Causation and a
Motion for Judgment On Lack Of Control Person Liability And Good Faith Defenses. On 3/17/09, the Court granted the defendants' Motion for Judgment On Loss Causation
but denied the Motion for Judgment On Lack Of Control Person Liability And Good Faith Defenses. Final Judgment on behalf of the defendants was entered on 3/25/09.
On 1/16/08 a federal jury found Apollo Group Inc. and certain former officers liable for securities fraud and ordered them to pay approximately $280 million to shareholders.
On 8/8/08 the District Court overturned the jury verdict; Federal Judge James A. Teilborg's order vacated the judgment and entered judgment in defendants' favor. Following
the dismissal, a notice of appeal was filed on 8/29/08. On 6/23/10 the United States Court of Appeals for the Ninth Circuit reversed the District Court's post-trial ruling and
remanded the case with instructions that the District Court enter judgment in accordance with the jury's verdict.
8 On 1/25/11, a civil jury trial commenced against the sole remaining defendant in the case-Stuart H. Wolff. the company's former Chairman and CEO. On 2/24/11 a Central
District of California rendered a verdict on behalf of plaintiffs. The jury found that the defendant, Stuart H. Wolff. had violated the federal securities laws in connection with a
series of statements the company made in 2001. All other defendants had previously settled or been dismissed.
9 Judge subsequently vacated the jury verdict and approved a settlement.
10 Chairman of Clarent found liable; Ernst & Young found not liable.
11 A 9/30/96-10/24/96 jury trial resulted in a mixed verdict. with liability found for Digitran Systems, Inc. and its former president. but no liability found for other individual
defendants and the auditor, Grant Thornton.
12 The jury found in favor of the defendants with respect to 23 of the alleged misstatements. but in favor of the plaintiffs with respect to 17 other statements.
13 Hung jury.
14 The trial started 10/5/09. On 1/29/10 the jury returned a verdict against the company on all 57 of the plaintiffs' claims. However, the jury also found that the two individual
defendants (former CEO Jean-Marie Messier and former CFO Guillaume Hannezo) were not liable.
15 At least one defendant settled after the trial began, but prior to judgment.
16 Some director-defendants settled during the trial. Default judgment against CEO and CFO, who failed to show up for trial.
17 Default judgment against Equisure Inc., which failed to show up for trial.
Proportion of Settlements with a
"Blow-Up" Provision
Proportion of Settled Cases with a
Parallel Derivative Action
A "blow-up" provision typically states that the
settlement will be invalidated if more than a
certain proportion of the class opts out. In
2011, the proportion of settlements with such
provisions increased to a record 40% of all
settlements. That proportion had never previously
exceeded 30%. See Figure 18.
Information on the proportion of investors who
opt out of class actions is not publicly available,
but the increasing use of blow-up provisions may
reflect an increasing tendency of investors to
opt out. The use of blow-up provisions reflects
defendants' efforts to ensure that a settlement
disposes of a significant part of the litigation risk
and that any outstanding claims will be on behalf
of a relatively minor portion of the class.
In 2011, 56% of settled cases had a parallel
derivative action. This proportion is somewhat
lower than last year, but remains above 50%, as
has been the case since 2007. See Figure 19.
Settlements
Because most securities class actions ultimately
settle, we analyze settlement trends in depth.
One statistic of interest is the annual average
settlements: by this measure, settlements
have fallen this year, with settlements in 2011
averaging $31 million, well below the 2010
average of $108 million. See Figure 20.
However, the annual average settlement can be
affected substantially by outliers: very small or
very large settlements. For example, the 2010
figure includes the $7.2 billion Enron settlement. 10
If we exclude the very largest settlements-those
www.nera.com 15

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 19 of 33
Figure 18. Proportion of Settlements with a "Blow-Up" Provision
Cases Filed Since January 1, 1996 and Settled Before December 31, 2011
40%
39.5%
!II
35%
30%
25% " 25.8%
/ \
20%
/ \ /
/ \ /rrl 22.1%
\ /
/~8.3% /~.2% I
/ '" . ~ J
/ "" / li 25.0%
·~.7% /
~ 20.4% I
r&--..______J 19.4%
I
/
15%
16.5% \/,5.8%
10~U
5%
0%
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Settlement Year
Figure 19. Proportion of Settled Cases with a Parallel Derivative Action
Cases Filed Since January 1997 and Settled Before December 2011
70%
60%
1::
Q)
E
Q)
VI 50%
~ 40%
Vl
....
0
Q)
N' 30%
ai
!:
Q)
c..
20%
26.1% 25.6%
17.3%
21.5%
10%
0%
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007
Settlement Year
Note: We excluded cases filed and settled in 1996 because there was only one case and it had a derivative action.
2008 2009 2010 2011
16 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 20 of 33
Figure 20. Average Settlement Value ($MM), All Settlements
January 1996- December 2011
110
100
90
2002-2011 Average: $44.2
80
70
60
50
40
1996-2001 Average: $16.7
*
i
30 ··j
20
10
0
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Note: Settlements include IPO laddering cases.
Settlement Year
exceeding $1 billion-as well as the 309 small
settlements that were approved in 2009 for IPO
laddering cases (most of which were filed in
2001), there is still a substantial decline from 2010
to 2011, albeit not as steep: from $40 million in
2010 to $31 million this year. See Figure 21.
An alternative metric is the annual median
settlement amount: the level that half of all
settlements that year exceeded and half fell
below. In a sense, this provides a measure of the
size of a typical settlement. In 2010, the median
settlement reached an all-time high of $11
million, but in 2011, it fell to $8.7 million, below
the previous two years but still the third highest
on record. See Figure 22.
Distribution of Settlements
Figure 23 shows that 54% of cases that settled
in 2011 or have a scheduled court approval date
from January to December 2011 did so for less
than $10 million, well up from the 41% observed
in 2010, but roughly in line with the proportion
observed in 2006 through 2009. 11
Turning to the upper end of the distribution, only
6% of 2011 settlements (five settlements in total)
were for more than $100 million, down from 8%
in the prior year. The largest settlement approved
in 2011, by far, was for $627 million in the
Wachovia Preferred Securities and Bond/Notes
matter featuring credit crisis-related allegations. 12 www.nera.com 17

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 21 of 33
Figure 21. Average Settlement Value ($MM), Excluding Settlements over $1 Billion and 309 Settlements in IPO Securities Litigation
January 1996- December 2011
45
40
2002-2011 Average: $30.0
&
~
~
~
Ql
:::l
35
30
~ .., 25
c
Ql
E
Ql
20
~
V'l
Ql
C1
~
~
15
iO
1996-2001 Average: $12.0
$
e>···--·-·---·--·------·----... _ .. ________ _
5
0
1996 1997 1998 19g9 2000 2001
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Settlement Year
Note: Average settlement excludes the following final settlements over $1 billion: Cendant (2000), World Com (2005), Royal Ahold (2006), AOL Time Warner (2006),
Nortel Networks I (2006), Nortel Networks II (2006), Tyee International (2007), McKesson HBOC (2008), and Enron (201 0).
Figure 22. Median Settlement Value ($MM)
January 1996- December 2011
12
10
~
~
~ 8
Ql
:::l
~ ..,
c
Ql
6
E
Ql
~
V'l
c
Ill
::c
Ql
~
4
2
0
1996 1997 1998 1999 2000 2001
Note: Settlements exclude IPO laddering cases.
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Settlement Year
18 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 22 of 33
Figure 23. Distribution of Settlement Values ($MM)
January 2006- December 2011
70%
• 2006 2007 2008 • 2009
• 2010 II 2011
60% 58%
VI

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 23 of 33
Figure 24. Aggregate Settlement Value ($MM) By Settlement Year
January 1996- December 2011
12,000
11,531
11,000 -:
10,000 ~
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000 ·\
i 1,144 1,266
100: :'i II
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Settlement Year
Figure 25. Proportion of Settlements with Institutional Lead Plaintiff
Cases Filed Since January 1996 and Settled Before December 2011
100%
90%
\1 Other Institutional lead Plaintiff Public Pension Plan lead Plaintiff
80%
....
Ill
70%
c
Cll
E
Cll 60%
i
....
Vl
0 50%
Cll
Cl
111
....
c
Cll
1:
Cll
ll.
40%
30%
70.6% 69.4%
20%
0% !..
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Settlement Year
Note: There is no data shown for 1996 because no case filed in 1996 settled that same year.
20 www.nera.com

······------~------------·
Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 24 of 33
Table 2. Top 10 Securities Class Action Settlements As of November 30, 2011
..... ·····- ----~-
Total
Settlements with Co-Defendants that Were
Settlement Settlement Financial Institutions ' Accounting Firms'
Ranking Company Year Value Value Percent Value Percent
($MM) ($MM) ($MM)
(1) (2) (3) (4) (5) (6) (7) (8)
.. -· -------- ------------ ------------------------·
1 Enron Corp. 2 2010 $7,242 $6,903 95% $73 1%
2 WorldCom, Jnc. 3 2005 $6,158 $6,004 98% $65 1%
3 Cendant Corp. 4 2000 $3,692 $342 9% $467 13%
4 Tyco International, Ltd. 2007 $3,200 n.a. n.a. $225 7%
5 AOL Time Warner Inc. 2006 $2,650 n.a. n.a. $100 4%
6 Nortel Networks (I) 2006 $1,143 n.a. n.a. n.a. n.a.
7 Royal A hold, NV 2006 $1,100 n.a. n.a. n.a. n.a.
8 Nortel Networks (I!) 2006 $1,074 n.a. n.a. n.a. n.a.
9 McKesson HBOC Inc. 2008 $1,043 $10 1% $73 7%
10 American International Group, lnc. 5 2010 $1,010 n.a. n.a. $98 10%
.... ·-··· .. --····-··- .. ·- ····-······--·-· ······------------------ ···············---···-
Total $28,311 $13,259 47% $1,099 4%
-·-···--···- ---·
Note that for this summary table only, tentative and partial settlements are included for comparison, and "Settlement Year" in this table represents the year in which the last
settlement-whether partial or final-had the first fairness hearing. For partial tentative settlements, "Settlement Year" is the year in which this settlement was announced.
1 If "n.a.", either the case did not have a financial institution or an accounting firm co-defendant, or none of the settlement value in column (4) was paid by a financial institution
or an accounting firm co-defendant.
2 This settlement includes eight partial settlements. All remaining defendants in this case were dismissed on December 2, 2009. The fairness hearing for the last tentative partial
settlement with Goldman Sachs was held on February 4, 2010.
The settlement value incorporates a $1.6 million settlement in the MCI WorldCom TARGETS case.
4 The settlement value incorporates a $374 million settlement amount in the Cendant PRIDES I and PRIDES II cases. Settlement in the Cendant PRIDES I case was a non-cash
settlement valued at $341.5 million. The settlement value also incorporates 50% of December 29, 2007 separate settlement of claims of Cendant and certain former HFS officers
against E&Y. Under the terms of the Cendant Settlement, the Class is entitled to SOo/o of Cendant's net recovery from E&Y. The additional recovery to the class is
$131.75 million.
5 This settlement includes one final partial settlement and three tentative settlements.
In general, the proportion of a settlement taken
by fees and expenses declines as the settlement
size rises. For settlements below $5 million, for
example, the median plaintiffs' attorney fees
are a third of the settlement amount, while for
settlements of over $500 million, fees fall to
below 10%. Median plaintiff expense ratios fall
over this settlement range as well, from 5.4%
for settlements below $5 million to 0.5% for
settlements above $500 million.
Aggregate plaintiffs' attorneys' fees fell in 2011
to their lowest level since 2004. We attribute
this decline to a combination of the lower
average and median settlement size, and fewer
settlements (87 in 2011 as compared to 110
in 2010 and 108 in 2009 not related to IPO
laddering cases). See Figure 27.
Investor Losses versus Settlements
Historically, "investor losses" have been a
powerful predictor of settlement size. NERA's
investor losses variable is a proxy for the
aggregate amount that class period buyers of the
stock of the issuer defendant lost from holding
www.nera.com 21

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 25 of 33
Figure 26. Median Plaintiffs' Attorneys' Fees and Expenses As Percent of Settlement Value
January 1996- June 2011
35%
33.3%
• Median Plaintiffs" Attorneys· fees
30%
30.0%
27.0%
:'•!
Median Plaintiffs" Attorneys' Expenses
Q)
:::1
~
....
c
Q)
E
Q)
25%
20%
22.4%
~ 15%
Vl
....
0
....
c
Q)
~ 1 Oo/o
Q)
c..
9.5%
5%
0%
Less than $5 $5-$9.9
$10-$24.9
$25-$99.9
$100-$499.9 $500 or Greater
Settlement Value ($MM)
Figure 27. Aggregate Plaintiffs' Attorneys' Fees and Expenses
January 1996- December 2011
2,000
• Aggregate Plaintiffs" Attorneys· fees ri~ Aggregate Plaintiffs· Attorneys' Expenses
1,800
1,704
1,600
1,400
~
2
~
Q)
:::1
~
1,200
800
600
400
200
0
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Settlement Year
22 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 26 of 33
that stock rather than investing in the broader
market. The variable explains more than half of
the variance in the settlements in our database.' 3
In general, as investor losses grow, so does
settlement size, but the relationship is not linear.
In particular, settlement size tends to rise less
than proportionately, so small cases typically
settle for a higher fraction of investor losses (i.e.,
more cents on the dollar) than larger cases. For
example, cases with investor losses below $20
million on average settle for 38.0% of investor
losses, while cases with investor losses over $1
billion settle for an average of 2.3% of investor
losses. See Figure 28.
Note that the investor losses variable is not
a measure of damages; rather it is a rough
proxy for the size of investors' claims. Thus, our
findings on the ratio of settlement to investor
losses should not be interpreted as the share of
damages recovered in settlement but rather as
the recovery compared to a rough measure of the
"size" of the case.
Median investor losses for settled cases have
soared post-PSLRA, from $64 million for 1996
settlements to a record $911 million for cases
settling in the first half of 2011." In July, we noted
that a combination of low settlement values and
record high median investor losses ($911 million)
had driven the median ratio of settlement size
to investor losses to a record low of 1.0% in the
first half of 2011. We suggested that settlements
may have been depressed by the effect of the
economic downturn on defendants' ability to pay.
Looking at the data for 2011 as a whole, the
picture has changed somewhat since we last
reported in our mid-year release. As Figure 29
indicates, median investor losses were $493 million
for 2011, well below the level that prevailed in the
first half of this year. Nonetheless, median investor
losses in 2011 are the second highest on record.
Figure 28. Settlement Value as a Percent of Investor Losses, by Level of Investor Losses
January 1996 — December 2011
40%
,dian
35%
U,
0
0
+'
30%
0
C
25%
20%
ai 15%
as 10%
E
d
L^ 5%
0%
2.3%
0.7%
4~
v~y~raC
00 O
,
BOO S ~~O ~1O
Investor Losses ($MM)
www.nera.com 23

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 27 of 33
Figure 29. Median Investor Losses ($MM) By Settlement Year
January 1996- December 2011
600
500
~
2
~ 400
~
Ill
.9 ..
I
300
200
100
0
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Note: Settlements exclude IPO laddering cases.
Settlement Year
Figure 30. Median Investor Losses and Median Ratio of Settlement to Investor losses By Settlement Year
January 1996- December 2011
600.
;
i 7.0%
i
500 _j
!
~ 400
2 J
~ i
Ill I
Q/
Ill
Ill
0
.....
0
....
Ill
Q/
>
= c
10
'5
Q/
2
300
200
I
I
8%
7%
6%
5%
4%
3%
100
0
1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Note: Settlements exclude !PO laddering cases.
Settlement Year
24 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 28 of 33
At 1.3%, the median ratio of settlement to
investor losses is a post-PSLRA low. See Figure 30.
Investor losses in credit crisis cases have
generally exceeded losses in other types of
cases. For cases filed in 2011, this pattern was
particularly striking, with median investor losses
for credit crisis cases reaching nearly S 18 billion
as compared to $240 million for other cases.
See Figure 31. Note that there are only five
credit crisis-related cases that were filed in 2011,
and caution should be used when drawing any
conclusions based on such a small sample.
Because of the strong statistical relationship
between investor losses and settlement size
described above, investor losses for recent filings
give some indication of what settlement values
can be expected when these cases settle in the
future. By comparing investor losses for cases
that have settled in a particular year with investor
losses for cases filed in that year, we can get a
sense of how settlements over the subsequent
few years are likely to compare with settlements
in that year.
Prior to the credit crisis, the median value of
investor losses for cases settled in a particular
year was consistently higher than for cases filed
in that year. This pattern reversed itself during
2007-2009, however, as the credit crisis produced
filings of cases with very high investor losses.
However, the pre-credit crisis pattern returned
last year and has continued to hold in 2011, with
median investor losses once again lower for
newly filed cases than for newly settled cases.
See Figure 32.
Figure 31. Median Investor Losses ($MM} for Cases Related to Credit Crisis and Other Cases By Filing Year
January 2007- November 2011
20,000
18,000
• Cases Related to Credit Crisis • Other Cases
17,781
16,000
~
:a:
"!!':
Ill
C1l
Ill
Ill
0
-'
...
0
~
14,000
12,000
10,000
.: 8,000
c
ra
:a
:a:
C1l 6,000
4,000
3,472
2,000
0
---·--
1,075
330
2007 2008
·····----
563 530
2009
Filing Year
965
249
2010
·--..
2011
Notes: Other Cases include standard and options backdating cases.
www.nera.com 25

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 29 of 33
Figure 32. Federal Filings Median Investor Losses ($MM) By Settlement and Filing Year
700
• Settlement Year Oanuary 2005 - December 2011) • Filing Year (January 2005 - November 2011)
600
584
~
:;!
~
"'
Qj
500
400
"' 0
-'
5
....
"'
Qj
> 300
.E
c
Ill
:a
Qj
:;!
200
493
100
0
2005 2006 2007
2008 2009
2010 2011
Note: Settlements exclude IPO laddering cases.
Figure 33. Aggregate Investor Losses ($Billion) By Filing Year
January 2005 - November 2011
400
c
~ 300
iii
~
"'
Qj
"' 0
-'
5 200
....
"'
Qj
>
.E
Qj
....
Ill
r::n
I!!
r::n
r::n
c(
100
0
2005 2006 2007 2008
2009 2010
2011
Filing Year
26 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 30 of 33
Cases filed over the first 11 months of this year
had aggregate investor losses of $210 billion;
if this pace persists in December, total investor
losses for cases filed in 2011 will be $229 billion,
exceeding 2009 and 2010 and slightly exceeding
the average aggregate investor losses prior to
2007. See Figure 33.
Conclusion
The year 2011 may be remembered as the year
that saw the explosion of Chinese companyrelated
lawsuits, the continued dominance of
M&A cases alleging breach of fiduciary duty,
and the sunset of credit crisis-related litigation.
However, other notable developments that
merit mention include the third highest median
settlement value on record, a relatively low
recovery rate by plaintiffs, and, for a second year,
relatively low median investor losses for filed
cases, which may point to a decline in the size of
settlements going forward.
Looking ahead, it would be interesting to see
how the level of filings will change or whether
new categories of litigation will emerge.
www.nera.com 27

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 31 of 33
The opinions expressed herein do not necessarily represent the views of NERA Economic Consulting or
any other NERA consultant. Please do not cite without explicit permission from the authors.
Notes
1 This edition of NERA's research on recent trends in
shareholder class action litigation expands on previous work
by our colleagues Lucy Allen, Elaine Buckberg, Frederick C.
Dunbar, Todd Foster, Vinita M. Juneja, Denise Neumann
Martin, Ronald I. Miller, Stephanie Plancich, and David I.
Tabak. We gratefully acknowledge their contribution to
previous editions as well as this current version. The authors
also thank Jake George and David I. Tabak for helpful
comments to this version. In addition, we thank Carlos So to,
Nicole Roman, and other researchers in NERA's Securities
and Finance Practice for their valuable assistance with this
paper. These individuals receive credit for improving this
paper; all errors and omissions are ours.
2 NERA tracks class actions filed in federal court and involving
alleged violations of the federal securities laws. If multiple
such actions are filed against the same defendant, are
related to the same allegations, and are in the same circuit,
we treat them as a single filing. However, multiple actions
filed in different circuits are treated as separate filings. If
cases filed in different circuits are consolidated, we revise
our count to reflect that consolidation. Therefore, our
count for a particular year may change over time. Different
assumptions for consolidating filings would likely lead to
counts that are directionally similar but may, in certain
circumstances, lead observers to draw a different conclusion
about short-term trends in filings.
3 Any discussion regarding filings in 2011 refers to filings from
January 1, 2011 to November 30, 2011. ·
4 Our normal approach to geographical classification is to use
the country of domicile for the defendant company. Many
of the defendant Chinese companies, however, obtained
their US listing through a reverse merger, and consequently
report a US domicile. For this reason, we have also tracked
companies listed as having their principal executive offices
in China.
5 In our presentation of annual filings in Figure 1, we break
out certain types of cases of special interest including,
in recent years, cases relating to the credit crisis, options
backdating, Ponzi schemes, and mergers and acquisitions,
with the balance of filings labeled as "standard." We do not
treat as non-standard filings against issuers from a particular
country, such as China, as they are similar to other cases
in terms of allegations. However, because these cases are
of special interest due to the unprecedented number of
suits against issuers from that one country, in Figure 3 we
present them as separate from standard filings, a possible
alternative view.
7 Jory, Surendranath and Mark J. Perry, "Ponzi Schemes:
A Critical Analysis," Journal of Financial Planning, July
2011. Available at: http://www.fpanet.org/journaV
Betweenthelssues/LastMonth/Articles/PonziSchemes/.
s Subtracting the 29 suits against Chinese-domiciled
companies in 2011 from both the total number of filings
against foreign issuers and from total filings, the proportion
of 2011 suits against foreign issuers in January through
November 2011 would be 2 7 of 1 84, or 14. 7%. As can
be seen from Figure 11, this would fall slightly below the
proportion in the last three years.
9 Four cases filed in 2000 went to trial; all settled and are
included in settled cases.
10 Even though parties had reached a last partial tentative
settlement prior to 2010, this tentative settlement received
final court approval in February 2010.
11 Settlements are assigned to the year of final court approval;
thus our count of 2011 settlements includes announced
settlements with a court hearing scheduled for December.
12 In re Wachovia Preferred Securities and Bond/Notes
Litigation, Master File No. 09 Civ. 6351 (RJS) (S.D. N.Y.).
13 Technically, the investor losses variable explains more than
half of the variance in the logarithm of settlement size.
Investor losses over the class period are measured relative
to the S&P 500, using a proportional decay trading model
to estimate the number of affected shares of common
stock. We measure investor losses only if the proposed
class period is at least two days; this restriction effectively
excludes merger objection cases from our investor losses
statistics. Our sample includes more than 1,000 post­
PSLRA settlements.
14 See Figure 33, "Recent Trends in Securities Class Action
Litigation: 2011 Mid-Year Review," by Dr. Jordan Milev,
Robert Patton, and Svetlana Starykh.
6 That limitation applies as to "a claim of fraud, deceit,
manipulation, or contrivance in contravention of a
regulatory requirement concerning the securities laws, as
defined in sedion 3(a)(47) of the Securities Exchange Act
of 1934 (15 U.S. C. 78c (a}(47))." See 28 U.S. C. 1658(b).
On the other hand, the explicit language of Section 13 of
the Securities Act of 1933, applicable to claims alleging
violations of Sections 11 and 12 of that Act, requires
that actions must be brought within one year "after the
discovery of the untrue statement or the omission, or after
such discovery should have been made by the exercise of
reasonable diligence." See 15 U. S. C. §77m.
28 www.nera.com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 32 of 33
AboutNERA
NERA Economic Consulting (www.nera.com) is a global firm of experts dedicated to applying economic,
finance, and quantitative principles to complex business and legal challenges. For half a century, NERA's
economists have been creating strategies, studies, reports, expert testimony, and policy recommendations
for government authorities and the world's leading law firms and corporations. We bring academic rigor,
objectivity, and real world industry experience to bear on issues arising from competition, regulation, public
policy, strategy, finance, and litigation.
NERA's clients value our ability to apply and communicate state-of-the-art approaches clearly and
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independence. Our clients rely on the integrity and skills of our unparalleled team of economists and other
experts backed by the resources and reliability of one of the world's largest economic consultancies. With
its main office in New York City, NERA serves clients from more than 20 offices across North America,
Europe, and Asia Pacific.
Contacts
For further information, please contact:
Dr. Jordan Milev
Robert Patton, CFA
Svetlana Starykh
Dr. John Montgomery
Senior Consultant
Senior Consultant
Senior Consultant
Senior Vice President
+ 1 212 345 5516
+ 1 212 345 3269
+1 212 345 8931
+1 212 345 5411
jordan.milev@nera.com
+44 20 7659 8620
svetlana.starykh@nera.com
john.montgomery@nera.com
robert. patton@nera. com

Case 1:07-cv-10329-RJS Document 118-2 Filed 01/10/13 Page 33 of 33
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ECONOMIC CONSULTING
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Case 1:07-cv-10329-RJS Document 118-3 Filed 01/10/13 Page 1 of 6
EXHIBIT 3

Case 1:07-cv-10329-RJS Document 118-3 Filed 01/10/13 Page 2 of 6
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
-----------------------------X
KEVIN CORNWELL, Individually and On
Behalf of All Others Similarly Situated,
VS.
CREDIT SUISSE GROUP, et al.,
Plaintiff,
Civil Action No. 08-cv-03758(VM)
(Consolidated)
CLASS ACTION
ORDER A WARDING
ATTORNEYS' FEES AND EXPENSES
Defendants.
---------------------------X
635891 I

Case 1:07-cv-10329-RJS Document 118-3 Filed 01/10/13 Page 3 of 6
THIS MA ITER having come before the Court on July 18, 2011, on the motion of Lead
Plaintiffs' counsel for an award of attorneys' fees and expenses incurred in the Action; the Court,
having considered all papers filed and proceedings conducted herein, having found the settlement of
the Action to be fair, reasonable, and adequate and otherwise being fully informed in the premises
and good cause appearing therefore;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:
1. All of the capitalized terms used herein shall have the same meanings as set forth in
the Settlement Agreement dated March 7, 2011.
2. This Colhrt has jurisdiction over the subject matter of this application and all matters
relating thereto, including all members of the Settlement Class who have not timely and validly
requested exclusion.
3. Counsel for the Lead Plaintiffs are entitled to a fee paid out of the common fund
created for the benefit ofthe Settlement Class. Boeing Co. v. Van Gernert, 444 U.S. 472, 478-79
( 1980). In class action suits where a fund is recovered and fees are awarded therefrom by the court,
the Supreme Court has indicated that computing fees as a percentage of the common fund recovered
is the proper approach. Blum v. Stenson, 465 U.S. 886, 900 n.16 (1984). The Second Circuit
recognizes the propriety of the percentage-of-the-fund method when awarding fees. Wal-Mart
Stores, Inc. v. Visa US.A. Inc., 396 F.3d 96, 121 (2d Cir. 2005).
4. Lead Plaintiffs' counsel have moved for an award of attorneys' fees of27.5% of the
Settlement Fund, plus interest.
5. This Court adopts the percentage-of-recovery method of awarding fees in this case,
and concludes that the percentage of the benefit is the proper method for awarding attorneys' fees in
this case.
635891_1
- 1 -

Case 1:07-cv-10329-RJS Document 118-3 Filed 01/10/13 Page 4 of 6
6. The Court hereby awards attorneys' fees of 27.5% of the Settlement Fund, plus
interest at the same rate as earned on the Settlement Fund. The Court finds the fee award to be fair
and reasonable. The Court further finds that a fee award of 27.5% of the Settlement Fund is
consistent with awards made in similar cases.
7. Said fees shall be allocated among plaintiffs' counsel by Co-Lead Counsel in manner
which, in their good faith judgment, reflects each counsel's contribution to the institution,
prosecution and resolution of the Action.
8. The Court hereby awards expenses in an aggregate amount of $285,072.62, plus
interest.
9. In making this award of attorneys' fees and expenses to be paid from the Settlement
Fund, the Court has considered each of the applicable factors set fort in Goldberger v. Integrated
Res., Inc., 209 F.3d 43, 50 (2d Cir. 2000). In evaluating the Goldberger factors, the Court finds that:
(a)
Counsel for Lead Plaintiffs expended considerable effort and resources over
the course ofthe Action researching, investigating and prosecuting Lead Plaintiffs' claims. Lead
Plaintiffs' counsel have represented that they have reviewed tens of thousands of pages of
documents, interviewed witnesses and opposed legally and factually complex motions to dismiss.
The parties also engaged in settlement negotiations that lasted several months. The services
provided by Lead Plaintiffs' counsel were efficient and highly successful, resulting in an outstanding
recovery for the Settlement Class without the substantial expense, risk and delay of continued
litigation. Such efficiency and effectiveness supports the requested fee percentage.
(b)
Cases brought under the federal securities laws are notably difficult and
notoriously uncertain. In re AOL Time Warner, Inc. Sec. & ERISA Litig., No. MDL 1500,2006 U.S.
Dist. LEXIS 17588, at *31 (S.D.N.Y. Apr. 6, 2006). "[S]ecurities actions have become more
635891_1
- 2-

Case 1:07-cv-10329-RJS Document 118-3 Filed 01/10/13 Page 5 of 6
difficult from a plaintiffs perspective in the wake of the PSLRA." In re Ikon Office Solutions, Inc.,
Sec. Litig., 194 F.R.D. 166, 194 (E.D. Pa. 2000). Despite the novelty and difficulty of the issues
raised, and the procedural posture of the case, Lead Plaintiffs' counsel secured an excellent result for
the Settlement Class.
(c)
The recovery obtained and the backgrounds of the lawyers involved in the
lawsuit are the best evidence that the quality of Lead Plaintiffs' counsel's representation of the
Settlement Class supports the requested fee.
Lead Plaintiffs' counsel demonstrated that
notwithstanding the barriers erected by the PSLRA, they would develop evidence to support a
Class, as well as their skill and reputations, Lead Plaintiffs' counsel were able to negotiate a very
favorable result for the Settlement Class. Lead Plaintiffs' counsel are among the most experienced
and skilled practitioners in the securities litigation field, and have unparalleled experience and
capabilities as preeminent class action specialists. Their efforts in efficiently bringing the Action to
a successful conclusion against the Defendants are the best indicator of the experience and ability of
the attorneys involved. In addition, Defendants were represented by highly experienced lawyers
from a prominent firm. The standing of opposing counsel should be weighed in determining the fee,
because such standing reflects the challenge faced by plaintiffs' attorneys. The ability of Lead
Plaintiffs' counsel to obtain such a favorable settlement for the Settlement Class in the face of such
formidable opposition confirms the superior quality of their representation and the reasonableness of
the fee request.
(d)
The requested fee of27.5% ofthe settlement is within the range normally
awarded in cases of this nature.
635891_1
- 3-

Case 1:07-cv-10329-RJS Document 118-3 Filed 01/10/13 Page 6 of 6
(e)
Public policy supports the requested fee, because the private attorney general
role is '"vital to the continued enforcement and effectiveness of the Securities Acts."' Taft v.
Ackermans, No. 02 Civ. 7951(PKL), 2007 U.S. Dist. LEXIS 9144, at *33 (S.D.N.Y. Jan. 31, 2007)
(citation omitted).
(f)
Lead Plaintiffs' counsel's total lodestar is $4,049,631.50. A 27.5% fee
represents a multiplier of 4.7. Given the public policy and judicial economy interests that support
the expeditious settlement of cases, Maley v. Del Global Techs. Corp., 186 F. Supp. 2d 358, 373
(S.D.N.Y. 2002), the requested fee is reasonable.
to Co-Lead Counsel from the Settlement Fund immediately after the date this Order is executed
subject to the terms, conditions, and obligations of the Settlement Agreement and in particular ~6.2
thereof, which terms, conditions, and obligations are incorporated herein.
IT IS SO ORDERED.
Dated: New York, NY
~~L ,2011
THE1fONORABLE VICTOR MARRERO
UNITED STATES DISTRICT JUDGE
635891_1
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Case 1:07-cv-10329-RJS Document 118-4 Filed 01/10/13 Page 1 of 5
EXHIBIT4

Case 1:07-cv-10329-RJS Document 118-4 Filed 01/10/13 Page 2 of 5
Page 1
In re: Buspirone Antitrust Litigation; Louisiana Wholesale Drug Company, Inc. v.
Bristol-Myers Squibb Co., Watson Pharma, Inc., and Danbury Pharmacal, Inc.
MDL Docket No. 1413 (JGK) This Document Relates To: 01-CV-7951 (JGK)
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK
2003 U.S. Dist. LEXIS 26538
April 11, 2003, Decided
April17, 2003, Filed
PRIOR HISTORY: In re Buspirone Antitrust Litig.,
2002 U.S. Dist. LEXIS 23463 (S.D.N.Y., Dec. 10, 2002)
COUNSEL: [*1] For Citizen Action Of New York,
Consumers For Affordable Health Care, Health Care For
All, Inc., Massachusetts Senior Action Council, New
York Statewide Senior Action Council, Plaintiffs: David
J. Bershad, J. Douglas Richards, Michael Morris
Buchman, Milberg Weiss Bershad & Schulman LLP,
New York, NY; Robert Gerard Eisler, Lieff Cabraser
Heimann & Bernstein, LLP, New York, NY; Thomas M.
Sobol, HAGENS BERMAN LLP, Boston, MA.
For Maria Gorelick, Plaintiff: Sharon T. Maier, Berman,
DeValerio, Peace, Tabacco, Burt and Oucillo, San
Francisco, CA.
For Lillian Singer, Plaintiff: Brian Barry, Law Offices of
Brian Barry, Los Angeles, CA; Jennifer Sharon Abrams,
Berman De Valerio, Pease & Tabacco, P.C., San
Francisco, CA; Joseph J. Tabacco, Jr., Berman,
DeValerio, Pease & Tabacco, San Francisco, CA; Lionel
Z. Glancy, Law Offices of Lionel Z. Glancy, Los
Angeles, CA; Michael M. Goldberg, Law Offices of
Lionel Glancy, Los Angeles, CA; Stanley Merrill
Grossman, Pomerantz Haudek Block Grossman & Gross
LLP, New York, NY.
For Robert K. Alderman, Plaintiff: Eric B. Fastiff, Joseph
R. Sa veri, Lieff, Cabraser, Heimann & Bernstein, LLP,
San Francisco, CA.
For California Congress of [*2] Seniors, Senior Action
Network, Plaintiffs: Eric B. Fastiff, Joseph R. Saveri,
Lieff, Cabraser, Heimann & Bernstein, LLP, San
Francisco, CA; Paul J. Riehle, Sedgwick, Detert, Moran
& Arnold, San Francisco, CA.
For Watson Laboratories, Inc., Plaintiff: Jonathan Lee
Greenblatt, Shearman & Sterling LLP, New York, NY.
For Watson Pharma, Inc., Danbury Pharmacal, Inc.,
Plaintiffs: Jonathan Lee Greenblatt, Shearman & Sterling
LLP, New York, NY; Mary B. Boyle, Shearman &
Sterling, Washington, DC.
For HIP Health Plan of Florida, Inc., now known as Vista
Healthplan, Inc., Plaintiff: Paul T. Gallagher, Cohen,
Milstein, Hausfeld & Toll, P.L.L.C., Washington, DC.
For Robert Levine, Plaintiff: Ira Neil Richards, Trujillo
Rodriguez & Richards, Philadephia, P A; Paul T.
Gallagher, Cohen, Milstein, Hausfeld & Toll, P.L.L.C.,
Washington, DC.
For Louisiana Wholesale Drug Company, Inc., Plaintiff:
Daniel A. Kotchen, Boies, Schiller & Flexner LLP,
Hanover, NH; Richard B. Drubel, Boies, Schiller &
Flexner, Hanover, NH.

Case 1:07-cv-10329-RJS Document 118-4 Filed 01/10/13 Page 3 of 5
2003 U.S. Dist. LEXIS 26538, *2
Page 2
For Gray Panthers, Plaintiff: Matthew F. Pawa, Cohen,
Milstein, Hausfeld & Toll, P.L.L.C., Washington, DC.
For Valerie Meyers, Plaintiff: Frederick P. Furth, [*3]
Jon T. King, Michael P. Lehmann, The Furth Firm LLP,
San Francisco, CA.
For Norman Seabrook, Plaintiff: Richard Maxwell Volin,
Finkelstein, Thompson, Loughran Duvall Foundry,
Washington, DC.
For Israel Rexach, Elias Husamudeen, William Wasnicki,
Guy Anderson, Robert Seabrook, Steven Robinson, as
Trustee for an on behalf of Correction Officers
Benevolent Association Security Benefits Fund - Retirees
and the Correction Officers Benevolent Association
Security Benefits Fund - Active, Plaintiffs: Richard
Maxwell Volin, Finkelstein, Thompson, Loughran,
Washington, DC.
For Marianne Stover, Plaintiff: Peter L. Thompson, Law
Offices of Ronald Coles, Kennebunk, ME.
For Great Lakes Health Plan, Inc., Plaintiff: Elwood S.
Simon, Elwood S. Simon & Associates, P.C.,
Birmingham, MI; Lance C. Young, Elwood S. Simon
Associates, Birmingham, MI.
For Lisa Brooks, Michelle J. Burns, Plaintiffs: Joseph J.
Depalma, Lite, Depalma, Greenberg & Rivas, L.L.C.,
Newark, NJ.
For CVS Meridian, Inc., Rite Aid Corporation, Mylan
Laboratories Inc., Mylan Technologies, Inc., Walgreen
Co., Eckerd Corporation, The Kroger Co., Albertson's
Inc., Hy-Vee, Inc., Safeway, Inc., Movants: Adam
Mitchell [*4] Steinfeld, Noah H. Silverman, Garwin
Gerstein & Fisher, L.L.P., New York, NY; Bruce E.
Gerstein, Garwin, Bronzaft, Gerstein & Fisher, L.L.P.,
New York, NY; Daniel A. Kotchen, Kimberly Horton
Schultz, Boies, Schiller & Flexner LLP, Hanover, NH;
Richard B. Drubel, Boies & Schiller L.L.P., Hanover,
NH.
For Aventis Pharmaceuticals, Inc., Movant: Joe Rebein,
Shook Hardy & Bacon LLP, Kansas City, MI.
For State of Maryland, Movant: Alan M. Barr, Carmen
M. Shepard, Meredyth Smith Andrus, Baltimore, MD.
For State of Texas, Movant: Kim Van Winkle, William J.
Shieber, Austin, TX.
For State of Alaska, Movant: Bruce M. Botelho,
Anchorange, AK; Clyde E. Sniffen, Jr., Anchorage, AK.
For State of New York, Movant: Eliot L. Spitzer, Office
of the Attorney General, State of New York, New York,
NY; John Andrew Ioannou, New York State Office of the
Attorney General, New York, NY; Richard L. Schwartz,
Antitrust Bureau, New York, NY.
JUDGES: Hon. John G. Koeltl, United States District
Judge.
OPINION BY: John G. Koeltl
OPINION
ORDER AND FINAL JUDGMENT
This Court, having considered Direct Purchaser
Class Plaintiffs Motion for Approval of the Settlement
Agreement between Direct Purchaser [*5] Class Plaintiff
Louisiana Wholesale Drug Co., Inc. ("Louisiana
Wholesale"), and defendants Bristol-Myers Squibb
Company ("BMS"), Watson Pharma, Inc. ("Watson"),
and Danbury Pharmacal, Inc. ("Danbury") (collectively
"Defendants"); Class Counsel's Joint Petition for
Attorneys' Fees, Reimbursement of Expenses and an
Incentive Award For the Named Plaintiff; and the
proposed Plan of Allocation; and having held a hearing
on April 11, 2003; and having considered all of the
submissions and arguments with respect thereto, and
otherwise being fully informed in the premises and good
cause appearing therefore,
IT IS HEREBY ORDERED, ADJUDGED AND
DECREED that:
1. This Order and Final Judgment incorporates by
reference the definitions in the Settlement Agreement,
and all terms used herein shall have the same meanings
set forth in the Settlement Agreement.
2. This Court has jurisdiction over the subject matter
of the Class Action and over all parties to the Class
Action, including all Class members.
3. Pursuant to Rule 23 of the Federal Rules of Civil
Procedure, the Court has certified a Class as follows:
All persons who have directly purchased

Case 1:07-cv-10329-RJS Document 118-4 Filed 01/10/13 Page 4 of 5
2003 U.S. Dist. LEXIS 26538, *5
Page 3
BuSpar{R) [*6) from defendant
Bristol-Myers Squibb Company any time
during the period November 9, 1997
through January 28, 2003 ("Direct
Purchaser Class" or the "Class"). Excluded
from the Class are the defendants in this
lawsuit, and their officers, directors,
management and employees, subsidiaries
and affiliates, and federal government
entities. Also excluded from the Class are
the claims brought by and/or assigned to
entities which independently sued BMS in
the actions styled CVS Meridian, Inc. and
Rite Aid Corp. v. Bristol-Myers Squibb
Co., et. a!., No. 01-CV-10223, and
Walgreen Co., et. a!. v. Bristol-Myers
Squibb Co., et. a!., No. 02-CV-2952, as
well as claims asserted by certain States in
the action styled State of Alabama et. a!. v.
Bristol-Myers Squibb Co., et. a!., No. 01
cv 11401.
4. Notice of the Settlement has been given to the
Class in an adequate and sufficient manner, constituting
the best notice practicable, and complying in all respects
with Rule 23 of the Federal Rules of Civil Procedure and
due process.
5. Attached hereto as Exhibit I is the list of persons
who timely excluded themselves from the Class and for
[*7) whom this order and judgment has no force and
effect.
6. Pursuant to Rule 23, the Court hereby finally
approves in all respects the Settlement set forth in the
Settlement Agreement and finds that the Settlement, the
Settlement Agreement, and Plan of Allocation, attached
hereto as Exhibits 2 and 3, are, in all respects fair,
reasonable and adequate, and in the best interests of the
Class. The Parties are hereby directed to carry out the
Settlement in accordance with its terms and provisions.
7. The Class Action is hereby dismissed with
prejudice and without costs to any party, except as
otherwise provided herein.
8. Upon the Settlement becoming final according to
the provisions of paragraph 5 of the Settlement
Agreement, Defendants and their present and former
parents, subsidiaries, divisions, affiliates, stockholders,
officers, directors, employees, agents, attorneys and any
of their legal representatives (and the predecessors, heirs,
executors, administrators, successors and assigns of each
of the foregoing) (the "Released Parties") shall be
released and forever discharged from all manner of
claims, demands, actions, suits, causes of action, damages
whenever incurred, liabilities [*8] of any nature
whatsoever, including costs, expenses, penalties and
attorneys' fees, known or unknown, suspected or
unsuspected, in law or equity, that Plaintiff or any
member or members of the Class who have not timely
excluded themselves from the Class Action (including
any of their past, present or future officers, directors,
stockholders, agents, attorneys, employees, legal
representatives, trustees, parents, associates, affiliates,
subsidiaries, partners, heirs, executors, administrators,
purchasers, predecessors, successors and assigns, acting
in their capacity as such), whether or not they objected 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 alleged or which could have
been alleged in the Class Action relating to the purchase
of the drug BuSpar(R) or its generic equivalents, prior to
January 28, 2003 {the "Released Claims").
9. No Class member shall, hereafter, seek to establish
liability against any Released Party based, in whole or in
part, on any of the Released Claims.
[*9] I 0. In addition to the provisions of paragraphs
8 and 9, each Class member hereby expressly waives and
releases, upon the Settlement Agreement becoming final,
any and all provisions, rights, benefits conferred by §
1542 of the California Civil Code, which reads:
Section 1542. 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 of 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 Class member may hereafter discover
facts other than or different from those which he, she or it

Case 1:07-cv-10329-RJS Document 118-4 Filed 01/10/13 Page 5 of 5
2003 U.S. Dist. LEXIS 26538, *9
Page4
knows or believes to be true with respect to the Released
Claims, but each Class member hereby expressly waives
and fully, finally and forever settles and releases, any
known or unknown, suspected or unsuspected, contingent
or non-contingent claim with respect to the Released
Claims whether or not concealed or hidden, without
regard to the subsequent discovery or existence [* 1 0] of
such different or additional facts. Each Class member
also hereby expressly waives and fully, finally and
forever settles and releases any and all claims it may have
against Defendants under § 17200, et seq, of the
California Business and Professions Code, which claims
are expressly incorporated into this paragraph.
11. Notwithstanding the releases provided in
paragraphs 8 - I 0 above, Class members are neither
releasing nor otherwise affecting in any way any rights
they have or may have against any other party or entity
whatsoever other than as to the Released Parties with
respect to the Released Claims. In addition, the releases
set forth herein in paragraphs 8 - I 0 hereof shall not
release any product liability, breach of contract, breach of
warranty, or personal injury claims arising in the ordinary
course of business between Class members and the
Released Parties.
12. For a period of five years, the Clerk of the Court
shall maintain the record of those members of the Class
who have timely excluded themselves from the Class and
shall provide a certified copy of such records to
Defendants at their expense.
13. Nothing in this Order or the Settlement
Agreement, shall be [*II] construed as an admission in
any action or proceeding of any kind whatsoever, civil,
criminal or otherwise, before any court, administrative
agency, regulatory body or any other body or authority,
present or future, by Defendants including, without
limitation, that Defendants have engaged in any conduct
or practices that violate any antitrust statute or other law.
14. Direct Purchaser Plaintiffs Class Counsel are
hereby awarded 33 I/3% of the Settlement Fund as their
fee award, from which amount Direct Purchaser
Plaintiffs Class Counsel's expenses will be paid, which
the Court finds to be fair and reasonable, and which
amount shall be paid to Direct Purchaser Plaintiffs Class
Counsel from the Settlement Fund in accordance with the
terms of the Settlement Agreement, with interest from
January 2I, 2003 (the date of funding of the Settlement
Fund) to the date of payment, at the same net interest rate
earned by the Settlement Fund. The award of attorneys'
fees shall be allocated among Direct Purchaser Plaintiffs
Class Counsel, by Direct Purchaser Plaintiffs Co-Lead
Counsel.
I5. Without affecting the finality of this judgment,
the Court retains exclusive jurisdiction over the
Settlement [* 12] and the Settlement Agreement,
including the administration and consummation of the
Settlement Agreement and in order to determine any
issues relating to attorneys' fees and expenses and any
distribution to members of the Class. In addition, without
affecting the finality of this judgment, Defendants and
each member of the Class hereby irrevocably submit to
the exclusive jurisdiction of the United States District
Court for the Southern District of New York, for any suit,
action, proceeding or dispute arising out of or relating to
this Settlement Agreement or the applicability of this
Settlement Agreement, including, without limitation any
suit, action, proceeding or dispute relating to the release
provisions herein.
I6. Plaintiff Louisiana Wholesale is provided with an
incentive award for representing the Class of $ 25,000,
which amount is in addition to whatever monies Plaintiff
will receive from the Settlement Fund pursuant to the
Plan of Allocation.
17. In the event the Settlement does not become final
in accordance with paragraph 5 of the Settlement
Agreement, this Order and Final Judgment shall be
rendered null and void as provided by the Settlement
Agreement, shall be vacated [* I3] and, all orders entered
and releases delivered in connection herewith shall be
null and void to the extent provided by and in accordance
with the Settlement Agreement.
I8. This Final Judgment shall be entered by the
Clerk forthwith.
Dated: New York, New York
4/II, 2003
Ron. John G. Koeltl
United States District Judge

Case 1:07-cv-10329-RJS Document 118-5 Filed 01/10/13 Page 1 of 4
EXHIBIT 5

Case 1:07-cv-10329-RJS Document 118-5 Filed 01/10/13 Page 2 of 4
Case 1 :08-cv-06613-BSJ-DCF Document 184 Filed 06/13/12 Page 1 of 3
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------X
In re CIT GROUP INC. SECURITIES
LITIGATION
\JSDCSDN'l
DOCUMENT
ELECTRONICAlLY FILED
DOC #': ---.,--+-.:::r-+~-
DATE FILED: ( ofl~ 11'2,
Master File No. 1:08-cv-06613-BSJ-THK
CLASS ACTION
This Document Relates To:
~POSED] ORDER A WARDING
ATTORNEYS' FEES AND EXPENSES AND
ALL ACTIONS.
PLAINTIFFS' EXPENSES PURSUANT TO
x
-------------------------
15 U.S.C. §78u-4(a)(4) AND
15 U.S.C. §77z-l(a)( 4)
709269_1

Case 1:07-cv-10329-RJS Document 118-5 Filed 01/10/13 Page 3 of 4
Case 1 :08-cv-06613-BSJ-DCF Document 184 Filed 06/13/12 Page 2 of 3
THIS MATTER having come before the Court on June 13,2012, on the Motion of Lead
Counsel for an award of attorneys' fees and expenses and plaintiffs' expenses incurred in the
Litigation; the Court, having considered all papers filed and proceedings conducted herein, having
found the settlement of this Litigation to be fair, reasonable and adequate, and otherwise being fully
informed in the premises and good cause appearing therefore:
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:
1. All of the capitalized terms used herein shall have the same meanings as set forth in
the Settlement Agreement, dated as of March 13, 2012 (the "Stipulation").
2. This Court has jurisdiction over the subject matter of this appiication and all matters
relating thereto, including all Members of the Settlement Class who have not timely and validly
requested exclusion.
3. Counsel for the Lead Plaintiff are entitled to a fee paid out of the common fund
created for the benefit of the Settlement Class. Boeing Co. v. Van Gernert, 444 U.S. 472, 478-79
( 1980). In class action suits where a fund is recovered and fees are awarded therefrom by the court,
the Supreme Court has indicated that computing fees as a percentage of the common fund recovered
is the proper approach. Blum v. Stenson, 465 U.S. 886, 900 n.16 (1984). The Second Circuit
recognizes the propriety of the percentage-of-the-fund method when awarding fees. Wal-Mart
Stores, Inc. v. Visa USA. Inc., 396 F.3d 96, 121 (2d Cir. 2005).
4. The Court has carefully considered the objection to Lead Counsel's fee request
submitted by John D. Leonard; finds the objection to be without merit; and hereby overrules the
objection.
5. The Court hereby awards attorneys' fees of 26.5% of the Settlement Amount, plus
interest at the same rate as earned on the Settlement Fund. The Court finds that a 26.5% fee award is
709269_1
- 1 -

Case Case 1:07-cv-10329-RJS 1 :08-cv-06613-BSJ-DCF Document Document 118-5184 Filed 01/10/13 06/13/12 Page 43 of 43
fair and reasonable based on the circumstances of this case and the factors set forth in Goldberger v.
Integrated Res., Inc., 209 F.3d 43, 50 (2d Cir. 2000).
6. The fees awarded shall be allocated among counsel for plaintiffs by Lead Counsel in
a manner which, in their good faith judgment, reflects each counsel's contribution to the institution,
prosecution and resolution of the Litigation.
7. The Court hereby awards plaintiffs' counsel's litigation expenses in the amount of
$1,141 ,449.32, plus interest at the same rate as earned on the Settlement Fund until paid.
8. The awarded attorneys' fees and expenses, and interest earned thereon, shall be paid
to Lead Counsel from the Settlement Fund immediately after the date this Order is executed subject
to the terms, conditions, and obligations of the Stipulation and in particular ~7.2 thereof, which
terms, conditions, and obligations are incorporated herein.
9. Pursuant to 15 U.S.C. §78u-4(a)(4) and 15 U.S.C. §77z-1(a)(4), Lead Plaintiff is
hereby awarded the sum of $25,423.00, proposed class representative Road Carriers Local 707
Pension Fund is hereby awarded the sum of $5,868.05, and proposed class representative Don
Pizzuti is hereby awarded the sum of$30,000.00 as reimbursement for time and expenses incurred in
this Litigation. Such reimbursements are appropriate considering each of the foregoing plaintiffs'
participation in the Litigation.
IT IS SO ORDERED.
DATED:
0 - j;;)_ -1 :J-
709269_1
- 2 -

Case 1:07-cv-10329-RJS Document 118-6 Filed 01/10/13 Page 1 of 7
EXHIBIT 6

Case 1:07-cv-10329-RJS Document 118-6 Filed 01/10/13 Page 2 of 7
Case 1 :05-md-01706-RO Document 107 Filed 07/17/2007 Page 1 of 6
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
. · :·~.SYCOPvOFE
, ' CF UO:.
·-· ._.. i.
-----------------------------X
In re DORAL FINANCIAL CORP.
SECURITIES LITIGATION
This Document Relates To:
ALL ACTIONS.
-----------------------------X
Master Docket No. 1 :05-md-01706-RO
(Civil Action No. 1:05-cv-04014-RO)
ELECTRONICALLY FILED
~]ORDERAWARDING
ATTORNEYS' FEES AND EXPENSES

Case 1:07-cv-10329-RJS Document 118-6 Filed 01/10/13 Page 3 of 7
Case 1 :05-md-01706-RO Document 107 Filed 07/17/2007 Page 2 of 6
THIS MATTER having come before the Court on July 16, 2007, on the Motion of Lead
Counsel for an award of attorneys' fees and expenses incurred in the Class Action; the Court, having
considered all papers filed and proceedings conducted herein, having found the partial settlement of
this Class Action to be fair, reasonable and adequate and otherwise being fully informed in the
premises and good cause appearing therefor;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:
1. All of the capitalized terms used herein shall have the same meanings as set forth in
the Stipulation and Agreement of Partial Settlement dated April 27, 2007 (the "Stipulation").
2. This Court has jurisdiction over the subject matter ofthis application and all matters
relating thereto, including all members of the Class who have not timely and validly requested
exclusion.
3. Counsel for the Lead Plaintiff are entitled to a fee paid out of the common fund
created for the benefit of the Class. Boeing Co. v. Van Gemert, 444 U.S. 472,478-79 (1980). In
class action suits where a fund is recovered and fees are awarded therefrom by the court, the
Supreme Court has indicated that computing fees as a percentage ofthe common fund recovered is
the proper approach. Blum v. Stenson, 465 U.S. 886, 900 n.J6 (1984). The Second Circuit
recognizes the propriety of the percentage-of-the fund method when awarding fees. Wal-Mart
Stores, Inc. v. Visa U.S.A. Inc., 396 F.3d 96, 121 (2d Cir. 2005).
4. Lead Counsel have moved for an award of attorneys' fees of 15.25% of the
Settlement Fund. Following its appointment by the Court pursuant to 15 U.S.C. §78u-4(a) of the
Private Securities Litigation Reform Act of 1995, the Court-appointed Lead Plaintiff negotiated a
very aggressive fee arrangement with Lead Counsel which yielded a fee entitlement of 15.25%.

Case 1:07-cv-10329-RJS Document 118-6 Filed 01/10/13 Page 4 of 7
Case 1 :05-md-01706-RO Document 107 Filed 07/17/2007 Page 3 of 6
5. This Court adopts the percentage-of-recovery method of awarding fees in this case,
and concludes that the percentage of the benefit is the proper method for awarding attorneys' fees in
this case.
6. The Court hereby awards attorneys' fees of 15.25% of the Settlement Fund, plus
interest at the same rate as earned on the Settlement Fund, which represents t,he percentage fee award
negotiated between the Court-appointed Lead Plaintiff and Lead Counsel at this level of recovery.
The presumption that a 15.25% fee award is reasonable here, based on the circumstances of this
case, has not been rebutted. The Court finds the fee award to be fair and reasonable. The fee
structure agreed to by the Lead Plaintiff, which provided for a 0% fee up to $25 million and a higher
percentage fee for increasing levels of recovery, is entitled to deference because it was designed to
incentivize counsel to achieve the maximum result possible for the Class. It accomplished its goal
here. The Court further finds that a fee award of 15.25% of the Settlement Fund is consistent with, if
not less than, awards made in similar cases. See Tajt v. Ackermans, 02 Civ. 7951 (PKL), 2007 U.S.
Dist. LEXIS 9144, at *31-32 (S.D.N.Y. Jan. 31, 2007). Indeed, courts throughout this Circuit
regularly award fees of 25% to 30% or more of the total recovery under the percentage-of-therecovery
method.
7. Said fees shall be allocated among plaintiffs' counsel by Lead Counsel in manner
which, in their good faith judgment, reflects each counsel's contribution to the institution,
prosecution and resolution ofthe Class Action.
8. The. Court hereby awards expenses in an aggregate amount of$242,555.66.
9. In making this award of attorneys' fees and expenses to be paid from the Settlement
Fund, the Court has considered each of the applicable factors set fort in Goldberger v. Integrated
Res., Inc., 209 F.3d 43,50 (2d Cir. 2000). In evaluating the Goldberger factors, the Court finds that:

Case 1:07-cv-10329-RJS Document 118-6 Filed 01/10/13 Page 5 of 7
Case 1 :05-md-01706-RO Document 107 Filed 07/17/2007 Page 4 of 6
(a)
Counsel for Lead Plaintiff expended considerable effort and resources over
the course of the Class Action researching, investigating and prosecuting Lead Plaintiffs claims.
Lead Plaintiff's counsel have represented that they have reviewed the tens of thousands of pages of
documents, interviewed witnesses, opposed legally and factually complex motions to dismiss, and
consulted with experts in accounting, banking regulations, loss causation, damages and corporate
governance. The parties also engaged in settlement negotiations that lasted over five months. The
services provided by Lead Counsel were efficient and highly successful, resulting in an outstanding
recovery for the Class without the substantial expense, risk and delay of continued litigation. Such
efficiency and effectiveness supports the requested fee percentage.
(b)
Cases brought under the federal securities laws are notably difficult and
notoriously uncertain. In reA OL Time Warner .. Inc. Sec. & ERISA Litig., MDL No. 1500, 2006
U.S. Dist. LEXIS 17588, at *31 (S.D.N.Y. Apr. 6, 2006). "[S]ecurities actions have become more
difficult from a pi aintiff s perspective in the wake ofthe PSLRA." In re Ikon ()_ffice Solutions, Inc.,
Sec. Litig., 194 F.R.D. 166, J 94 (E.D. Pa. 2000). This case was made more difficult by the lack of
criminal convictions and no insider trading. In addition, Doral's weakened financial condition and
upcoming $625 million bond payment made it likely that Dora] would soon face insolvency.
Despite the novelty and difficulty of the issues raised, Lead Plaintiffs counsel secured an excellent
result for the Class.
(c)
The recovery obtained and the backgrounds of the lawyers involved in the
lawsuit are the best evidence that the quality of Lead Counsel's representation of the Class supports
the requested fee. Lead Plaintiff's counsel demonstrated that notwithstanding the barriers erected by
the PSLRA, they would develop evidence to support a convincing case. Based upon Lead Plaintiffs
counsel's diligent efforts on behalf of the Class, as well as their skill and reputations, Lead Plaintiffs

Case 1:07-cv-10329-RJS Document 118-6 Filed 01/10/13 Page 6 of 7
Case 1 :05-md-01706-RO Document 107 Filed 07/17/2007 Page 5 of 6
counsel were able to negotiate a very favorable result for the Class. Lead Plaintiffs counsel are
among the most experienced and skilled practitioners in the securities litigation field, and have
unparalleled experience and capabilities as preeminent class action specialists. Their efTorts in
efficiently bringing the Class Action to a successful conclusion against the Settling Defendants are
the best indicator of the experience and ability of the attorneys involved. In addition, Settling
Defendants were represented by highly experienced lawyers from prominent firms. The standing of
opposing counsel should be weighed in determining the fee, because such standing reflects the
challenge faced by plaintiffs' attorneys. The ability of Lead Plaintiff's counsel to obtain such a
favorable partial settlement for the Class in the face of such formidable opposition confirms the
superior quality of their representation and the reasonableness of the fee request.
(d)
The requested fee of 15.25% of the settlement is below the range normally
awarded in cases of this nature.
(e)
Public policy supports the requested fee, because the private attorney general
role is '"vital to the continued enforcement and effectiveness of the Securities Acts."' Taft, 2007
U.S. Dist. LEXIS 9144, at *33 (citation omitted).
(f)
Lead Plaintiffs counsel's total lodestar is $1,917,094.50. A 15.25% fee
represents a reasonable multiplier of I 0.26. Given the public policy and judicial economy interests
that support the expeditious settlement of cases, Maley v. Del Global Techs. Corp., 186 F. Supp. 2d
358, 373 (S.D.N.Y. 2002), the requested fee is reasonable.

Case 1:07-cv-10329-RJS Document 118-6 Filed 01/10/13 Page 7 of 7
Case 1 :05-md-01706-RO Document 107 Filed 07/17/2007 Page 6 of 6
1 0. The awarded attorneys' fees and expenses, and interest earned thereon, shall be paid
to Lead Counsel from the Settlement Fund immediately after the date this Order is executed subject
to the terms, conditions, and obligations of the Stipulation and in particular ~8 thereof, which terms,
conditions, and obligations are incorporated herein.
IT IS SO ORDERED.
DATED: -~~ 11,' "'2 ---#-~·
THE HONORABLE RICHARD OWEN
UNITED STATES DISTRICT JUDGE
S:\Settlement\Doral.set\OR D FEE 00043352 .doc

Case 1:07-cv-10329-RJS Document 118-7 Filed 01/10/13 Page 1 of 4
EXHIBIT 7

Case 1:07-cv-10329-RJS Document 118-7 Filed 01/10/13 Page 2 of 4
Case 1 :07 -cv-00909-RJS Document 82
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
~SDS SDNY . I ; t/1.~-;/,j/--
'- fV ' /:
DOCUMENT V ·
!
ELECTRONICALLY FILED I!
DOC#:
DATE FILED:·3)!J/(j_ .!i
li
-----------------------------X
In re L.G. PHILIPS LCD CO., LTD.
SECURITIES LITIGATION
Civil Action No. 1 :07-cv-00909-RJS
CLASS ACTION
This Document Relates To:
ALL ACTIONS.
_____________________________ X
U§ 5 ~ORDER AWARDING CO-LEAD COUNSEL ATTORNEYS' FEES AND
EXPENSES
612495 I

Case 1:07-cv-10329-RJS Document 118-7 Filed 01/10/13 Page 3 of 4
Case 1:07 -cv-00909-RJS Document 82 Filed 03/17/11 Page 2 of 3
This matter having come before the Court on March 17, 2011, on the motion of Co-Lead
Counsel for an award of attorneys' fees and expenses incurred in the action, the Court, having
considered all papers filed and proceedings conducted herein, having found the settlement of this
action to be fair, reasonable, and adequate and otherwise being fully informed in the premises and
good cause appearing therefore;
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:
1. All of the capitalized terms used herein shall have the same meanings as set forth in
the Stipulation and Agreement of Settlement dated October 15, 2010 (the "Stipulation"), and filed
with the Court.
2. This Court has jurisdiction over the subject matter of this application and all matters
relating thereto, inc! uding all members of the Class who have not timely and validly requested
exclusion.
3. The Court hereby awards Co-Lead Counsel attorneys' fees of30% of the Settlement
Amount, plus litigation expenses in the amount of $8 I ,993.45, together with the interest earned on
both amounts for the same time period and at the same rate as that eamed on the Settlement Fund
until paid, pursuant to 15 U.S.C. §78u-4(a)(6). The Court finds that the amount of fees awarded is
fair and reasonable under the "percentage-of-recovery" method.
4. The fees and expenses shall be allocated among Lead Plaintiffs' counsel in a manner
which, in Co-Lead Counsel's good-faith judgment, reflects each such counsel's contribution to the
institution, prosecution, and resolution of the action.
5. Justin M. Coren is awarded $1,500.00 pursuant to 15 U.S.C. §78u-4(a)(4) for his
efforts and service to the Class during the action.
612495 I
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Case 1:07-cv-10329-RJS Document 118-7 Filed 01/10/13 Page 4 of 4
Case 1 :07 -cv-00909-RJS Document 82 Filed 03/17/11 Page 3 of 3
6. The awarded attorneys' fees and expenses and interest earned thereon shall
immediately be paid to Co-Lead Counsel subject to the terms, conditions, and obligations of the
Stipulation, and in particular ~8 thereof which terms, conditions, and obligations are incorporated
herein.
IT IS SO ORDERED.
DATED: 4o.n:AA r=G Zor'
THEHO~
UNITED STATES DISTRICT JUDGE
612495_1
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Case 1:07-cv-10329-RJS Document 118-8 Filed 01/10/13 Page 1 of 6
EXHIBIT 8

Case 1:07-cv-10329-RJS Document 118-8 Filed 01/10/13 Page 2 of 6
Case 1 :08-cv-09203-RJS Document 80 Filed 05/27/11 Page 1 of 7
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
------------------------------X
In re NOAH EDUCATION HOLDINGS LTD. : Civil Action No. 1 :08-cv-09203-RJS
SECURITIES LITIGATION
CLASS ACTION
This Document Relates To:
ALL ACTIONS.
______________________________ X
~ORDER AWARDING ATTORNEYS' FEES AND EXPENSES
USDSSDNY
D0Cl;~1c:,·r
ELECTRC'··. ·i.,: L'{ FTLJJ)
DOC#:
DATE FILLU.- s/27///
lj
624393_1

Case 1:07-cv-10329-RJS Document 118-8 Filed 01/10/13 Page 3 of 6
Case 1 :08-cv-09203-RJS Document 80 Filed 05/27/11 Page 2 of 7
THIS MATTER having come before the Court on May 27, 20 ll, on the motion of Lead
Counsel for an award of attorneys' fees and expenses incurred in the Action; the Court, having
considered all papers filed and proceedings conducted herein, having found the settlement of the
Action to be fair, reasonable, and adequate and otherwise being fully informed in the premises and
good cause appearing therefore;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:
l. All of the capitalized terms used herein shall have the same meanings as set forth in
the Settlement Agreement dated February 2, 2011 (the "Stipulation").
2. 'PhiS'Court has jurisdiction over the subject matter of this application and all matters
relating thereto, including all members of the Class who have not timely and validly requested
exclusion.
3. Counsel for the Lead Plaintiff are entitled to a fee paid out of the common fund
created for the benefit ofthe Class. Boeing Co. v. Van Gernert, 444 U.S. 472,478-79 (1980). In
class action suits where a fund is recovered and fees are awarded therefrom by the court, the
Supreme Court has indicated that computing fees as a percentage of the common fund recovered is
the proper approach. Blum v. Stenson, 465 U.S. 886, 900 n.16 (1984). The Second Circuit
recognizes the propriety of the percentage-of-the-fund method when awarding fees. Wal-Mart
Stores, Inc. v. Visa USA. Inc., 396 F.3d 96, 121 (2d Cir. 2005).
4. Lead Counsel have moved for an award of attorneys' fees of 33-1/3% of the
Settlement Fund, plus interest.
5. This Court adopts the percentage-of-recovery method of awarding fees in this case,
and concludes that the percentage of the benefit is the proper method for awarding attorneys' fees in
this case.
624393_1
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Case 1:07-cv-10329-RJS Document 118-8 Filed 01/10/13 Page 4 of 6
Case 1 :08-cv-09203-RJS Document 80 Filed 05/27/11 Page 3 of 7
6. The Court hereby awards attorneys' fees of33-l/3% ofthe Settlement Fund, plus
interest at the same rate as earned on the Settlement Fund. The Court finds the fee award to be fair
and reasonable. The Court further finds that a fee award of 33-1/3% of the Settlement Fund is
consistent with awards made in similar cases. See Taft v. Ackermans, No. 02 Civ. 7951 (PKL), 2007
WL414493, at *lO(S.D.N.Y. Jan. 31, 2007).
7. Said fees shall be allocated among Plaintiffs' Counsel by Lead Counsel in manner
which, in their good faith judgment, reflects each counsel's contribution to the institution,
prosecution and resolution of the Action.
8. The Court hereby awards expenses in an aggregate amount of $21,489.73, plus
interest.
9. In making this award of attorneys' fees and expenses to be paid from the Settlement
Fund, the Court has considered each of the applicable factors set fort in Goldberger v. Integrated
Res., Inc., 209 F.3d 43, 50 (2d Cir. 2000). In evaluating the Goldberger factors, the Court finds that:
(a)
Counsel for Lead Plaintiff expended considerable effort and resources over
the course of the Action researching, investigating and prosecuting Lead Plaintiffs claims.
Plaintiffs' Counsel have represented that they have reviewed all publicly-available documents
concerning Lead Plaintiff's allegations and opposed a legally and factually complex motion to
dismiss. The parties also engaged in settlement negotiations that lasted several months. The
services provided by Plaintiffs' Counsel were efficient and highly successful, resulting in an
outstanding recovery for the Class without the substantial expense, risk and delay of continued
litigation. Such efficiency and effectiveness supports the requested fee percentage.
(b)
Cases brought under the federal securities laws are notably difficult and
notoriously uncertain. In re AOL Time Warner, Inc. Sec. & ERISA Litig., No. MDL 1500,2006 WL
624393_1
-2-

Case 1:07-cv-10329-RJS Document 118-8 Filed 01/10/13 Page 5 of 6
Case 1 :08-cv-09203-RJS Document 80 Filed 05/27/11 Page 4 of 7
903236, at *8 (S.D.N.Y. Apr. 6, 2006). "[S]ecurities actions have become more difficult from a
plaintifrs perspective in the wake of the PSLRA." In re Ikon Office Solutions, Inc., Sec. Litig., 194
F.R.D. 166, 194 (E.D. Pa. 2000). This case was made more difficult by the lack of criminal
convictions and no insider trading. Despite the novelty and difficulty of the issues raised, as well as
the procedural posture of the case, Lead Counsel secured an excellent result for the Class.
(c)
The recovery obtained and the backgrounds of the lawyers involved in the
lawsuit are the best evidence that the quality of Plaintiffs' Counsel's representation of the Class
supports the requested fee. Plaintiffs' Counsel demonstrated that notwithstanding the barriers
erected by the PSLRA, they would develop evidence to support a convincing case. Based upon
Plaintiffs' Counsel's diligent efforts on behalf of the Class, as well as their skill and reputations,
Plaintiffs' Counsel were able to negotiate a very favorable result for the Class. Plaintiffs' Counsel
are among the most experienced and skilled practitioners in the securities litigation field, and have
unparalleled experience and capabilities as preeminent class action specialists. Their efforts in
efficiently bringing the Action to a successful conclusion against the Defendants are the best
indicator of the experience and ability of the attorneys involved. In addition, Defendants were
represented by highly experienced lawyers from prominent firms. The standing of opposing counsel
should be weighed in determining the fee, because such standing reflects the challenge faced by
plaintiffs' attorneys. The ability ofPlaintitTs' Counsel to obtain such a favorable settlement for the
Class in the face of such formidable opposition confirms the superior quality of their representation
and the reasonableness of the fee request.
(d)
The requested fee of33-l/3% of the settlement is within the range normally
awarded in cases ofthis nature.
624393_1
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Case 1:07-cv-10329-RJS Document 118-8 Filed 01/10/13 Page 6 of 6
Case 1 :08-cv-09203-RJS Document 80 Filed 05/27/11 Page 5 of 7
(e)
Public policy supports the requested fee, because the private attorney general
role is '"vital to the continued enforcement and effectiveness of the Securities Acts."' Taft, 2007
WL 414493, at * 11 (citation omitted).
(f)
Plaintiffs' Counsel's total lodestar is $304,651.50. A 33-1/3% fee represents a
modest multiplier of 1.9. Given the public policy and judicial economy interests that support the
expeditious settlement of cases, Maley v. Del Global Techs. Corp., 186 F. Supp. 2d 35 8, 373
(S.D.N.Y. 2002), the requested fee is reasonable.
10. The awarded attorneys' fees and expenses, and interest earned thereon, shall be paid
to Lead Counsel from the Settlement Fund immediately after the date this Order is executed subject
to the terms, conditions, and obligations of the Stipulation and in particular ,6.2 thereof, which
terms, conditions, and obligations are incorporated herein.
IT IS SO ORDERED.
DATED ¢z¥t
NO RICHARD J. SULLIVAN
ED STATES DISTRICT JUDGE
624393_1
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Case 1:07-cv-10329-RJS Document 118-9 Filed 01/10/13 Page 1 of 4
EXHIBIT 9

Case 1:07-cv-10329-RJS Document 118-9 Filed 01/10/13 Page 2 of 4
Case 1 :08-cv-01328-RJS Document 89 l=ilrvl nA /-1 AH1 n.
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
USDSSDNY
DOCUMENT
ELECTRONICALLY FILED
DOC#: ____________ _
DATE FILED: 4--!1-(/
-----------------------------X
In re ORION SECURITIES LITIGATION
This Document Relates To:
Civil Action No. 1 :08-cv-01328-RJS
CLASS ACTION
ALL ACTIONS.
_____________________________ x
[Lilli
1 J.ORDER AWARDING LEAD COUNSEL ATTORNEYS' FEES AND
EXPENSES
617777_1

Case 1:07-cv-10329-RJS Document 118-9 Filed 01/10/13 Page 3 of 4
Case 1 :08-cv-01328-RJS Document 89 Filed 04/14/11 Page 2 of 3
This matter having come before the Court on April 14, 2011, on the motion of Lead Counsel
for an award of attorneys' fees and expenses incurred in the Action, the Court, having considered all
papers filed and proceedings conducted herein, having found the settlement of this Action to be fair,
reasonable, and adequate and otherwise being fully informed in the premises and good cause
appearing therefore;
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:
I. All of the capitalized terms used herein shall have the same meanings as set forth in
the Settlement Agreement dated September 16, 20 I 0 (the "Stipulation"), and filed with the Court.
2. This Court has jurisdiction over the subject matter of this application and all matters
relating thereto, including all members of the Class who have not timely and validly requested
exclusion.
3. The Court hereby awards Lead Counsel attorneys' fees of 30% of the Settlement
Amount, plus litigation expenses in the amount of$62,729.50, together with the interest earned on
both amounts for the same time period and at the same rate as that earned on the Settlement Fund
until paid, pursuant to 15 U.S.C. §78u-4(a)(6). The Court finds that the amount of fees awarded is
fair and reasonable under the "percentage-of-recovery" method.
4. The fees and expenses shall be allocated among Lead Plaintiffs counsel in a manner
which, in Lead Counsel's good-faith judgment, reflects each such counsel's contribution to the
institution, prosecution, and resolution of the Action.
ol7777_I
- I -

Case 1:07-cv-10329-RJS Document 118-9 Filed 01/10/13 Page 4 of 4
Case 1 :08-cv-01328-RJS Document 89 Filed 04/14/11 Page 3 of 3
5. The awarded attorneys' fees and expenses and interest earned thereon shall
immediately be paid to Lead Counsel subject to the terms, conditions, and obligations of the
Stipulation, and in particular ~6.1 thereof which terms, conditions, and obligations are incorporated
herein.
DATED:
617777_1
- 2 -

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 1 of 13
EXHIBIT 10

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 2 of 13
Page 1
IN RE OXFORD HEALTH PLANS, INC. SECURITIES LITIGATION; THIS
DOCUMENT APPLIES TO ALL CLASS ACTIONS
MDL Dkt. No. 1222 (CLB)
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK, WHITE PLAINS DIVISION
2003 U.S. Dist. LEXIS 26795
June 12, 2003, Decided
June 12, 2003, Filed
PRIOR HISTORY: In re Oxford Health Plans Inc., Sec.
Litig., 244 F. Supp. 2d 247, 2003 U.S. Dist. LEXIS 2234
(S.D.N.Y., 2003)
COUNSEL: [*I] For Metro Services, Inc., Plaintiff:
Richard B. Dannenberg, Lowey Dannenberg Bemporad
& Sellinger, P.C., White Plains, NY; Robert M.
Roseman, Spector, Roseman & Kodroff, P.C.,
Philadelphia, P A; Stanley D Bernstein, Bernstein
Liebhard & Lifshitz, LLP, New York, NY.
For Anthony P. Uzzo, for the Anthony P. Uzzo Defined
Benefit Keogh Plan and as Trustee of the A. Uzzo & Co.
Pension Trust of Purchase, New York, Anthony
Siniscalchi, Blaise Fredella, Plaintiffs: Richard B.
Dannenberg, Spector, Roseman & Kodroff, P.C.,
Philadelphia, P A.
For Worldco, LLC, Gateway Capital Partners, LP,
Lawrence Group Partners, LP, PTJP Partners, LP,
Murray Berman, Marko Jerovsek, Julian Hill, Ellen
Loring, Benjamin A. Corteza, Geoffrey M. Gyrisco, Dr.
Robert J. Rosenkranz, Plaintiffs: Jill Rosell, Lowey
Dannenberg Bemporad & Selinger, White Plains, NY.
For North River Trading Company, LLC, John Turner,
Plaintiffs: Mark C. Gardy, Abbey, Gatdy & Squitieri,
L.L.P., New York, NY.
For Edna Roth, Derivatively on behalf of Oxford Health
Plans, Inc. a Delaware Corporation, Plaintiff: Karen L.
Morris, Morris and Morris, Wilmington, DE.
For Arthur Plevy, Derivatively on behalf of Oxford
Health [*2] Plans, Inc., Plaintiff: Glen DeValerio,
Berman Devalerio & Pease, Boston, Ma.
For Judith Mosson, Plaintiff: Paul Oliva Paradis,
Pomerantz Levy Haudek Block & Grossman, New York,
NY.
For Clark Boyd, Jane Boyd, Dane Field, Derivatively and
on behalf of Oxford Health Plans, Inc., Plaintiffs: Joseph
Harry Weiss, Weiss & Yourman, New York, NY.
For Angeles Glick, Derivatively on behalf of Oxford
Health Plans, Inc., Plaintiff: Marc I. Gross, Pomerantz,
Levy, Haukek, Block & Grossman, New York, NY.
For Howard Vogel Retirement Plan, Plaintiff: Bruce D.
Bernstein, Milberg Weiss et al., New York, NY; Deborah
Clark Weintraub, Janine Lee Pollack, Patricia M. Hynes,
Milberg Weiss Bershad Hynes & Lerach LLP, New
York, NY.
For Cheryl Fisher, William Steiner, Plaintiffs: Robert I.
Harwood, Wechsler Harwood LLP, New York, NY.
For Public Employees Retirement Association of

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 3 of 13
2003 U.S. Dist. LEXIS 26795, *2
Page 2
Colorado, Plaintiff: Denise T. DiPersio, Jay W.
Eisenhofer, Stuart M. Grant, Grant & Eisenhofer, P.A.,
Wilmington, DE.
For PBHG Growth II Portfolio, PBHG Large Cap
Growth Portfolio, PBHG Select 20 Portfolio, PBHG
Large Cap Growth Fund, PBHG Large Cap 20 Fund,
Plaintiffs: Martin D. Chitwood, Chitwood [*3] & Harley,
Atlanta, GA.
For Paul J. Silvester, as Treasurer of the State of
Connecticut and as Trustee of the State of Connecticut
Retirement Plans and Trust Funds, Plaintiff: William J.
Prensky, Office ofthe Attorney General, Hartford, Ct.
For Mead Ann Krim, on behalf of herself and all others
similarly situated, Plaintiff: Laura M. Perrone, The Law
Firm of Harvey Greenfield, New York, NY.
For Oxford Health Plans, Inc., Defendant: Philip L.
Graham, Jr., Sullivan & Cromwell, New York, NY.
For Stephen F. Wiggins, Andrew B. Cassidy, Defendants:
Peter J. Beshar, Gibson, Dunn & Crutcher LLP, New
York, NY.
For Robert B. Milligan, Jr., Defendant: Maureen C. Shay,
Latham & Watkins, New York, NY.
For KPMG Peat Marwick LLP, Defendant: Kelly Marie
Hnatt, Willkie Farr & Gallagher LLP, New York, NY;
Richard L. Klein, Willkie Farr & Gallagher, New York,
NY.
For Reliance Insurance CO., Movant: Diane L. VanEpps,
Duane, Morris & Heckscher LLP, BriarcliffManor, NY.
JUDGES: HONORABLE CHARLES L. BRIEANT,
UNITED STATES DISTRICT JUDGE.
OPINION BY: HONORABLE CHARLES L.
BRIEANT
OPINION
ORDER AND FINAL JUDGMENT WITH RESPECT
TOKPMGLLP
On the 11th day of June, 2003, a hearing [*4] having
been held before this Court to determine: (1) whether the
terms and conditions of the Stipulation and Agreements
of Settlement dated April 14, 2003 (the "Stipulation") are
fair, reasonable and adequate for the settlement of all
claims asserted by the Class against KPMG in the
Complaint now pending in this Court under the above
caption, including the release of KPMG and the KPMG
Released Parties from all KPMG Settled Claims, and
should be approved; (2) whether judgment should be
entered dismissing the Complaint on the merits and with
prejudice in favor ofKPMG and as against all persons or
entities who are members of the Class herein who have
not requested exclusion therefrom; (3) whether to
approve the Plan of Allocation as a fair and reasonable
method to allocate the settlement proceeds among the
members of the Class; and ( 4) whether and in what
amount to award Plaintiffs' Counsel fees and
reimbursement of expenses. The Court having considered
all matters submitted to it at the hearing and otherwise;
and it appearing that a notice of the hearing substantially
in the form approved by the Court was mailed to all
persons or entities reasonably identifiable, who purchased
the common [*5] stock of Oxford Health Plans, Inc.
("Oxford"), or purchased Oxford call options or sold
Oxford put options, during the period from November 6,
1996 through and including December 9, 1997 (the
"Class Period"), and who were damaged thereby, except
those persons or entities excluded from the definition of
the Class or who previously excluded themselves from
the Class, and that a summary notice of the hearing
substantially in the form approved by the Court was
published in the national edition of The Wall Street
Journal pursuant to the specifications of the Court; and
the Court having considered and determined the fairness
and reasonableness of the award of attorneys' fees and
expenses requested; and all capitalized terms used herein
having the meanings as set forth and defined in the
Stipulation.
The Court having made its Finding of Fact and
Conclusion of Law (see transept)
NOW, THEREFORE, IT IS HEREBY ORDERED
THAT:
1. The Court has jurisdiction over the subject matter
of the Action, the plaintiffs, all Class Members, and
KPMG.
2. The Court finds that the prerequisites for a class
action under Rules 23 (a) and (b)(3) of the Federal Rules
of Civil Procedure have been satisfied [*6] in that: (a)
the number of Class Members is so numerous that joinder

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 4 of 13
2003 U.S. Dist. LEXIS 26795, *6
Page 3
of all members thereof is impracticable; (b) there are
questions of law and fact common to the Class; (c) the
claims of the Class Representatives are typical of the
claims of the Class they seek to represent; (d) the Class
Representatives have and will fairly and adequately
represent the interests of the Class; (e) the questions of
law and fact common to the members of the Class
predominate over any questions affecting only individual
members of the Class; and (f) a class action is superior to
other available methods for the fair and efficient
adjudication of the controversy.
3. Pursuant to Rule 23 of the Federal Rules of Civil
Procedure, this Court hereby finally certifies this action
as a class action on behalf of all persons or entities who
purchased the common stock of Oxford, or purchased
Oxford call options or sold Oxford put options, during
the period from November 6, 1996 through and including
December 9, 1997, and who were damaged thereby (the
"Class"), and a sub-class consisting of all persons or
entities who purchased Oxford common stock
contemporaneously with sales [*7] of such stock by
Individual Defendants Stephen F. Wiggins, William M.
Sullivan, Andrew B. Cassidy, Brendan R. Shanahan,
Benjamin H. Safirstein, Robert M. Smoler, Robert M.
Milligan, David Finkel, Jeffery H. Boyd and Thomas A.
Travers during the Class Period, and who were damaged
thereby (the "20A Sub-Class"). Excluded from the Class
are Oxford, the Individual Defendants and KPMG LLP
("KPMG") (collectively, the "Defendants"), the officers
and directors of the Company, members of the immediate
families of the Individual Defendants and each of their
legal representatives, heirs, successors, or assigns, and
any entity in which any defendant has or had a
controlling interest. Also excluded from the Class are the
persons and/or entities who previously excluded
themselves from the Class as listed on Exhibit A annexed
hereto.
4. Notice of the pendency of this Action as a class
action and of the proposed Settlement was given to all
Class Members who could be identified with reasonable
effort. The form and method of notifying the Class of the
pendency of the action as a class action and of the terms
and conditions of the proposed Settlement met the
requirements of Rule 23 of the Federal Rules [*8] of
Civil Procedure, Section 21D(a)(7) of the Securities
Exchange Act of 1934, 15 U.S. C. 78u-4(a)(7) as amended
by the Private Securities Litigation Reform Act of 1995
(the "PSLRA"), due process, and any other applicable
law, constituted the best notice practicable under the
circumstances, and constituted due and sufficient notice
to all persons and entities entitled thereto.
5. The Settlement with KPMG is approved as fair,
reasonable and adequate, and the parties are directed to
consummate the Settlement with KPMG in accordance
with the terms and provisions of the Stipulation.
6. The Complaint, which the Court finds was filed on
a good faith basis in accordance with the PSLRA and
Rule 11 of the Federal Rules of Civil Procedure based
upon all publicly available information, is hereby
dismissed with prejudice and without costs as against
KPMG.
7. Members of the Class who have not previously
and timely excluded themselves therefrom and the
successors and assigns of any of them are hereby
permanently barred and enjoined from instituting,
commencing or prosecuting any and all claims, rights,
demands, suits, matters, issues, [*9] causes of action, or
liabilities whatsoever, whether known or unknown,
against KPMG and/or the KPMG Released Parties
whether under federal, state, local, statutory or common
law or any other law, rule or regulation, in connection
with, based upon, arising out of, or relating in any way to
any allegations, claims, transactions, facts, matters or
occurrences, representations or omissions involved set
forth, referred to or that could have been asserted i~ the
Action relating to the purchase of Oxford common stock
and/or purchase of Oxford call options and/or sale of
Oxford put options during the Class Period, including,
but not limited to claims in connection with, based upon,
arising out of, or relating to the Settlement (but excluding
any claims to enforce the terms of the Settlement) (the
"KPMG Settled Claims") against KPMG and its present
and former partners, principals, employees, predecessors,
successors, affiliates, officers, attorneys, agents, insurers
and assigns (the "KPMG Released Parties"). The KPMG
Settled Claims are hereby compromised, settled, released,
discharged and dismissed as against the KPMG Released
Parties on the merits and with prejudice by virtue of the
proceedings [*I 0] herein and this Order and Final
Judgment.
8. KPMG and its successors and assigns, are hereby
permanently barred and enjoined from instituting,
commencing or prosecuting, either directly or in any
other capacity, any and all claims, rights or causes of
action or liabilities whatsoever, whether based on federal,

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 5 of 13
2003 U.S. Dist. LEXIS 26795, *10
Page4
state, local, statutory or common law or any other law,
rule or regulation, including both known claims and
unknown claims, that have been or could have been
asserted in the Action or any forum by the Defendants or
any of them or the successors and assigns of any of them
against any of the Plaintiffs, Class Members or their
attorneys, which arise out of or relate in any way to the
institution, prosecution, or settlement of the Action
except claims relating to the enforcement of the
settlement of the Action (the "Settled Defendants'
Claims"). The Settled Defendants' Claims of all of the
KPMG Released Parties are hereby compromised, settled,
released, discharged and dismissed on the merits and with
prejudice by virtue of the proceedings herein and this
Order and Final Judgment.
9. Pursuant to the PSLRA and 15 U.S.C. §
78u-4(/)(7), the KPMG Released Parties [*11] are
hereby discharged from all claims for contribution by any
person or entity, including without limitation the Oxford
Released Parties, whether arising under state, federal or
common law, based upon, arising out of, relating to, or in
connection with the KPMG Settled Claims of the Class or
any Class Member. Accordingly, to the full extent
provided by the PSLRA, the Court hereby (i) bars any
action by any person, including, but not limited to, the
Oxford Defendants, for contribution against KPMG
arising out of the Action, and (ii) bars any action by
KPMG against any person, including, but not limited to,
the Oxford Defendants, for contribution arising out of the
Action.
10. Neither this Order and Final Judgment, the
Stipulation, nor any of its terms and provisions, nor any
of the negotiations or proceedings connected with it, nor
any of the documents or statements referred to therein
shall be:
(a) offered or received against KPMG as evidence of
or construed as or deemed to be evidence of any
presumption, concession, or admission by KPMG with
respect to the truth of any fact alleged by plaintiffs or the
validity of any claim that had been or could have been
asserted in the Action [* 12] or in any litigation, or the
deficiency of any defense that has been or could have
been asserted in the Action or in any litigation, or of any
liability, negligence, fault, or wrongdoing ofKPMG;
(b) offered or received against KPMG as evidence of
a presumption, concession or admission of any fault,
misrepresentation or omission with respect to any
statement or written document approved or made by
KPMG, or against the plaintiffs and the Class as evidence
of any infirmity in the claims of plaintiffs and the Class;
(c) offered or received against KPMG or against the
plaintiffs or the Class as evidence of a presumption,
concession or admission with respect to any liability,
negligence, fault or wrongdoing, or in any way referred
to for any other reason as against any of the parties to the
Stipulation, in any other civil, criminal or administrative
action or proceeding, other than such proceedings as may
be necessary to effectuate the provisions of the
Stipulation; provided, however, that KPMG may refer to
the Stipulation to effectuate the liability protection
granted it thereunder;
(d) construed against KPMG or the plaintiffs and the
Class as an admission or concession that the
consideration [* 13] to be given hereunder represents the
amount which could be or would have been recovered
after trial; or
(e) construed as or received in evidence as an
admission, concession or presumption against plaintiffs
or the Class or any of them that any of their claims are
without merit or that damages recoverable under the
Complaint would not have exceeded the KPMG
Settlement Amount.
11. The Plan of Allocation is approved as fair and
reasonable, and Plaintiffs' Lead Counsel and the Claims
Administrator are directed to administer the Stipulation in
accordance with its terms and provisions.
12. The Court finds that all parties and their counsel
have complied with each requirement of Rule 11 of the
Federal Rules of Civil Procedure as to all proceedings
herein.
13. Plaintiffs' Counsel are hereby awarded 28% of
the Gross KPMG Settlement Fund in fees, which the
Court finds to be fair and reasonable, and$ 1,594,107.73
in reimbursement of expenses, which expenses shall be
paid to Plaintiffs' Lead Counsel from the Gross KPMG
Settlement Fund with interest from the date such Gross
KPMG Settlement Fund was funded to the date of
payment at the same net rate that [*14] the Gross KPMG
Settlement Fund earns. The award of attorneys' fees shall
be allocated among Plaintiffs' Counsel in a fashion
which, in the opinion of Plaintiffs' Lead Counsel, fairly
compensates Plaintiffs' Counsel for their respective

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 6 of 13
2003 U.S. Dist. LEXIS 26795, *14
Page 5
contributions in the prosecution of the Action.
14. Exclusive jurisdiction is hereby retained over the
parties and the Class Members for all matters relating to
this Action, including the administration, interpretation,
effectuation or enforcement of the Stipulation and this
Order and Final Judgment, and including any application
for fees and expenses incurred in connection with
administering and distributing the settlement proceeds to
the members of the Class.
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. There is no just reason for delay in the entry of
this Order and Final Judgment and immediate entry by
the Clerk of the Court is expressly directed pursuant to
Rule 54(b) of the Federal Rules of Civil
Procedure.Dated: White Plains, New York
June 12, 2003
HONORABLE CHARLES L. BRIEANT
UNITED STATES [*15] DISTRICT JUDGE
SCHEDULE A
PERSONS I ENTITIES EXCLUDED FROM THE CLASS
I I I
LAST NAME FIRST NAME ADDRESS I ADDRESS 2
Adinaro Peter 3384 Forestwood Dr.
Allegheny 525 William Penn Place Suite 3631
Co. RetBo
I
I
I
Amos Bobby 2209 Thistle Circle
Anello Santo & Lillian 351 Bascombe Ave
Batten Hugh 159 A venida Majorca Unit A
Baumgartner Janet E. 350 Sharon Park Dr. Apt. 1-24
I
I
Beattie Sue Ann 12822 Domoch Ct. SE
Brown Lola H. 3306 S Linden Ave.
Bryant Christopher 164 Oakwood Ave.
Buckles Ray 539 Manceau Dr.
Buckles Gail 539 Manceau Dr.

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 7 of 13
2003 U.S. Dist. LEXIS 26795, *15
Page 6
I I I
Caruthers Byron C. & Helen M. 2608 Kidd Dr.
I I I
Castens Bert 1228 Almondwood Dr.
I I I
Costello John & Margaret 840 Strang Drive
Libretto
I I I
Cummins Joanne 1803 Melissa
Ehrman
I I I
Sam & Jacob 104-20 Queens Blvd. Apt. 16M
I I I
I
Franz Lois 16327 Crescent Dr SW
I I I
Freier Jerri 815 Millwood Ave.
I I I
Gaines William 122 Woodcrest Dr.
I I I
Gallozzi Ennio 621 N Saint Asaph St. Apt. 310
I
I I I
Gallozzi Margaret 621 N Saint Asaph St. Apt. 310
I
I I I
Garrett Gerald 9426 SE 52nd St.
I I I
Gay Charles 33 Southgate Circle
I I I
Godowski RobertT. 746 Hamilton Ave.
I I I
Halim Angelica 940 N Foothill Rd.
I I I
Harris Richard 33351 Fargo
I I I
Harshman Ronald 2120 Los Rios Blvd
I I I
Hubbard Vincent & Helen 10 Tomoka PI
I I I
Jung Cheryl Ann 247 West 15th St. Apt. 2B
I

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 8 of 13
2003 U.S. Dist. LEXIS 26795, *15
Page 7
I I I
Kessler Jay 33 Paige Ln.
King Shirley A. 231 W Horizon Ridge Apt. 723
I
Korde Abhay A. & Varsha A. 1250 Mill Shyre Way
Kotsiris, John PO Box 87
Jr.
Lakier Andrew Derstine & Cannon Aves POBox 854
I
Lemmo Ernest & Santa 314 Tompkins Ave.
Lerch Archie 185 Gebhardt Rd.
Mattoli John 5560 Bayview Drive
Meyers Jamie & Penni 27 Wo1fi:>it Road
Miller Marilyn 7230 Maplewood Dr.
Molineaux Diana B. 3001 Veazey Terr. NW Apt.# 116
I
Nance David & Carolyn M. 1347 Lake Valley Dr.
Nicola Daniel J. 122 BaJa Avenue
Pasich Dean 88 Pukoo Street #609
I
Popescu Valentin 3001 Veazey Terr. NW Apt.# 116
J
Puryear Joe 949 Knoll Park Lane
Raymon Jonathan P.O. Box 76
Reid, Jr. John F. 70 Thistle Patch Way

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 9 of 13
2003 U.S. Dist. LEXIS 26795, *15
Page 8
I I I
Reuter Eleanor 117 B Heritage Village
I I I
Rice Edna 1915 Lohman's Crossing
I l I
Ricker Ann 703 W Washington St.
L I I
Sally Marilyn 345 Oakwood Ave
I I I
Santoro Dorothy 2701 Byron Drive
I I I
Sinclair DavidN. 22366 Claiboume Ln
I I I
Soud WayneK. 1135 Queensgate Dr. SE
I l I
Straus Philippa B. 3004 Brookwood Rd.
I I I
Tarrant Margaret I 00 Colfax A venue Apt. 7Y
I
I I I
VanFossan Mary Dougherty Unknown
I I I
Vidal, MD Jose H. 2693 La Casita A venue
I I I
Voisine Reed A. & Marilyn G. 43 Anthony Drive
I I I
Whiteford Audrey PO Box 50487
I I I
Whitney David 140 I Maharis Rd.
I I I
Wiener Benjamin & Shirley 2 Fountain Lane Apt. 1G
I
[*16]
PERSONS I ENTITIES EXCLUDED FROM THE CLASS
LAST NAME CITY STATE ZIP

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 10 of 13
2003 U.S. Dist. LEXIS 26795, *16
Page9
Adinaro Suwanee GA 30024
I
Allegheny Pittsburgh PA 15259
I
Co. RetBo
Amos Kearney MO 64060
I
Anello Staten Island NY 10309
I
Batten Laguna Hills CA 92653
I
Baumgartner Menlo Park CA 94025
I
Beattie FtMyers FL 33912
I
Brown Springfield MO 65804
I
Bryant Bayport NY 11705
I
Buckles St. Louis MO 63135
I
Buckles St. Louis MO 63135
I
Caruthers Arlington TX 76013
I
Cas tens New Port Richey FL 34655
I
Costello Wanta ugh NY 11793
I
Cummins Longview TX 75605
I
Ehrman Forest Hills NY 11375
I
Franz Vashon WA 98070
I
Freier Roseville MN 55113
I

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 11 of 13
2003 U.S. Dist. LEXIS 26795, *16
Page 10
Gaines Cartersville GA 30120
J
Gallozzi Alexandria VA 22314
I
Gallozzi Alexandria VA 22314
I
Garrett Mercer Island WA 98040
I
Gay Massapequa Pk NY 11762
I
Godowski Watertown CT 06795
I
Halim Beverly Hills CA 90210
I
Harris Livonia MI 48152
I
Harshman Plano TX 75074
I
Hubbard Summerfield FL 34491
I
Jung New York NY 10011
I
Kessler Moriches NY 11955
I
King Henderson NV 89012
I
Korde Lawrenceville GA 30043
J
Kotsiris, Vineland NJ 08362
I
Jr.
Lakier Lansdale PA 19446
I
Lemmo Mamaroneck NY 10543
I
Lerch Penfield NY 14526
I

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 12 of 13
2003 U.S. Dist. LEXIS 26795, *16
Page 11
Matto1i Fort Lauderdale FL 33308
I I I
Meyers Southbury CT 06488
I
I I 1
Miller Indianapolis IN 46227
I
I I 1
Molineaux Washington DC 20008
I
I I I
Nance Fenton MI 48430
J
I I I
Nicola BalaCynwyd PA 19004
J
I I I
Pasich Honolulu HI 96814
I
I I I
Popescu Washington DC 20008
I
I I I
Puryear Fallbrook CA 92028
I
I I T
Raymon Crompond NY 10517
I
I I I
Reid, Jr. Hingham MA 02043
I
I I I
Reuter Southbury CT 06488
I I I
Rice Lakeway TX 78734
I
I l I
Ricker Urbana IL 61801
I
I I -,
Sally Bayport NY 11705
I
I I I
Santoro Las Vegas NV 89134
I
I I I
Sinclair Saugus CA 91350 _j
I I I
Soud Smyrna GA 30082
I
I I 1
Straus Birmingham AL 35223
I
I

Case 1:07-cv-10329-RJS Document 118-10 Filed 01/10/13 Page 13 of 13
2003 U.S. Dist. LEXIS 26795, *16
Page 12
I I I
Tarrant Staten Island NY 10306
J
I I I
VanFossan Trappe MD 21673
I
I I l
Vidal, MD Las Vegas NV 89120
I
I I I
Voisine Bristol CT 06010
I
I I I
Whiteford Phoenix AZ 85076
I
I I I
Whitney Virginia Beach VA 23455 _]
I I I
Wiener Scarsdale NY 10583
I
[*17]