Case 1:16-cv-00212-JPO-JLC Document 155 Filed 04/29/19 ...

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

IN RE: THE BANK OF NEW YORK MELLON ADR FX LITIGATION

16-CV-00212-JPO-JLC ECF Case

This Document Relates to:

ALL ACTIONS

JOINT DECLARATION OF SHARAN NIRMUL AND DANIEL P. CHIPLOCK IN SUPPORT OF (1) LEAD PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF

PROPOSED CLASS ACTION SETTLEMENT AND PLAN OF ALLOCATION; AND (2) LEAD PLAINTIFFS’ COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES, INCLUDING SERVICE AWARDS

TO LEAD PLAINTIFFS

Case 1:16-cv-00212-JPO-JLC Document 155 Filed 04/29/19 of 75

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TABLE OF CONTENTS Page

I. PRELIMINARY STATEMENT .........................................................................................3

II. BACKGROUND OF THE ACTION ..................................................................................7

A. The MDL .................................................................................................................7

B. Summary of the Claims Asserted Against BNYM in the Action ............................8

C. Relevant Procedural History ..................................................................................10

1. Investigation and Commencement of the Action .......................................10

2. Appointment of Interim Lead Plaintiffs’ Counsel and Negotiations Regarding MDL Relatedness ...............................................12

3. Consolidation of this Action and the IUOE Local 138 Action .........................................................................................................13

4. BNYM’s Motion to Dismiss ......................................................................14

5. Defendant’s Motion to Stay .......................................................................16

6. The Court’s Ruling on Defendant’s Motion to Dismiss ............................17

7. The Consolidated Complaint and Defendant’s Answer .............................18

8. Federal Rule 26(f) Report and Negotiations Regarding Early Discovery and the Schedule .............................................................18

9. Protective Order .........................................................................................21

D. The Parties’ Extensive Discovery Efforts ..............................................................22

E. Plaintiffs’ Discovery Propounded on Defendant ...................................................23

1. Plaintiffs’ Document Requests ..................................................................23

2. The Parties’ Negotiations Regarding Efficient Document Discovery ...................................................................................................24

3. Motion to Compel Documents ...................................................................25

4. Implementation of Review Protocol ..........................................................27

5. Depositions ................................................................................................31

6. Written Discovery ......................................................................................33

7. Additional Discovery Disputes: Confidentiality, Privilege, and Redactions ...........................................................................................34

8. Plaintiffs’ Discovery Propounded on Third Parties ...................................35

9. Defendant’s Discovery Propounded on Plaintiffs ......................................36

10. Coordination with ERISA Action and Related Scheduling Negotiations and Issues..............................................................................38

F. Plaintiffs’ Significant Work with Experts..............................................................40

G. Motion Practice ......................................................................................................43


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1. BNYM’s Motion for Partial Summary Judgment ......................................43

2. Plaintiffs’ Motion for Class Certification ..................................................44

3. Plaintiffs’ Motion to Add Chester County Employees Retirement Fund as Named Plaintiff..........................................................46

4. Plaintiffs’ Motion to Substitute ..................................................................47

5. Contemplated Motions for Summary Judgment ........................................47

III. SUMMARY OF LEAD PLAINTIFFS’ WORK AS CLASS REPRESENTATIVES .......................................................................................................48

IV. THE RISKS OF CONTINUED LITIGATION .................................................................49

A. Risks of Certifying a Class ....................................................................................51

B. Risks of Proving Fraudulent Concealment ............................................................52

C. Risks of Establishing Liability ...............................................................................52

D. Risks Concerning Damages ...................................................................................53

V. SETTLEMENT DISCUSSIONS, MEDIATION AND NEGOTIATION OF SETTLEMENT DOCUMENTS ..................................................................................54

VI. THE PLAN OF ALLOCATION IS FAIR AND ADEQUATE ........................................56

VII. LEAD PLAINTIFFS’ COUNSEL’S COMPLIANCE WITH THE COURT’S NOTICE ORDER, THE COURT’S ORDER MODIFYING THE NOTICE PLAN, AND SETTLEMENT CLASS’S REACTION TO DATE. ................................................................................................................................59

VIII. LEAD PLAINTIFFS’ COUNSEL’S FEE AND EXPENSE APPLICATION .................................................................................................................63

A. Lead Plaintiffs’ Counsel’s Fee Request Is Fair and Reasonable and Warrants Approval .................................................................................................64

1. The Risks of Litigation and the Need to Ensure the Availability of Competent Counsel in High-Risk, Contingent Litigation .................................................................................64

2. The Work of Plaintiffs’ Counsel and the Lodestar Cross-Check .........................................................................................................66

3. The Quality of Plaintiffs’ Counsel’s Representation .................................68

B. Lead Plaintiffs’ Counsel’s Request for Litigation Expenses Warrants Approval .................................................................................................69

1. Lead Plaintiffs’ Counsel Seek Payment of Plaintiffs' Counsel's Reasonable and Necessary Litigation Expenses from the Settlement Fund...........................................................................69

2. Service Awards to Lead Plaintiffs Are Fair and Reasonable .....................71

IX. CONCLUSION ..................................................................................................................72


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SHARAN NIRMUL and DANIEL P. CHIPLOCK declare as follows pursuant to 28 U.S.C.

§ 1746:

1. We, Sharan Nirmul and Daniel P. Chiplock, are partners of the law firms of

Kessler Topaz Meltzer & Check, LLP (“Kessler Topaz”) and Lieff Cabraser Heimann &

Bernstein, LLP (“Lieff Cabraser”), respectively.1 Kessler Topaz and Lieff Cabraser were

designated by the Court as Interim Lead Counsel (herein referred to as, “Lead Plaintiffs’

Counsel”) in the above-captioned class action (the “Action”). We, along with Hach Rose

Schirripa & Cheverie, LLP (“Hach Rose”),2 represent David Feige, International Union of

Operating Engineers Local 138 Annuity Fund (“IUOE Local 138”), Annie L. Normand, and

Diana Carofano, on behalf of her deceased husband, Don A. Carofano (collectively, “Named

Plaintiffs” or “Plaintiffs”) as well as Chester County Employees Retirement Fund (“Chester

County”) (together with Named Plaintiffs, “Lead Plaintiffs”).3 We have personal knowledge of

the matters set forth herein based on our active supervision of and participation in the

prosecution and resolution of the Action.

2. We respectfully submit this Joint Declaration in support of Lead Plaintiffs’

motion pursuant to Rule 23(e) of the Federal Rules of Civil Procedure (the “Federal Rules”) for

final approval of the proposed settlement (the “Settlement”) with The Bank of New York Mellon

(“Defendant,” “BNYM” or the “Bank”). The Settlement will resolve all claims asserted in the

Action against the Defendant, on behalf of the Settlement Class, consisting of all entities and

individuals who at any time during the Settlement Class Period (i.e., January 1, 1997 through 1 All capitalized terms that are not defined in this Joint Declaration have the same meanings as defined in the Stipulation and Agreement of Settlement dated January 15, 2019 (the “Stipulation”). ECF No. 147-2. 2 References herein to “Plaintiffs’ Counsel” includes all three firms, Kessler Topaz, Lieff Cabraser and Hach Rose. 3 Lead Plaintiffs and BNYM are sometimes collectively referred to herein as “Parties.”


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January 17, 2019) held (directly or indirectly, registered or beneficially), or otherwise claim any

entitlement to any payment (whether a dividend, rights offering, interest on capital, sale of

shares, or other distribution) in connection with any American Depositary Share (sometimes

known as an American Depositary Receipt) (“ADR”) for which BNYM acted as the depositary

sponsored by an issuer that is identified in the Appendix attached to the Stipulation.4 ECF No.

147-2. The Court approved the proposed form and manner of notice of the Settlement to the

Settlement Class by Order entered January 17, 2019 (the “Notice Order”). ECF No. 149.

3. We also respectfully submit this Joint Declaration in support of the proposed plan

for allocating the net proceeds of the Settlement to eligible Settlement Class Members (the “Plan

of Allocation”) and Lead Plaintiffs’ Counsel’s application for an award of attorneys’ fees and

reimbursement of Litigation Expenses (the “Fee and Expense Application”), including the

requests for Service Awards to Lead Plaintiffs for the effort and time spent by them in

connection with the prosecution of the Action.

4. For the reasons discussed below and in the accompanying memoranda,5 we

respectfully submit that: (i) the terms of the Settlement are fair, reasonable, and adequate in all

respects and should be approved by the Court; (ii) the proposed Plan of Allocation is fair and

reasonable and should be approved by the Court; and (iii) Lead Plaintiffs’ Counsel’s Fee and

4 For avoidance of doubt, Settlement Class Members include all entities, organizations, and associations regardless of form, including investment funds and pension funds of any kind. Certain entities and individuals are excluded from the Settlement Class as provided in ¶ 1(tt) of the Stipulation. 5 In addition to this Joint Declaration, Lead Plaintiffs and Lead Plaintiffs’ Counsel are submitting: (i) the Memorandum of Law in Support of Lead Plaintiffs’ Motion for Final Approval of Proposed Class Action Settlement and Plan of Allocation (the “Settlement Memorandum”); and (ii) the Memorandum of Law in Support of Lead Plaintiffs’ Counsel’s Application for Attorneys’ Fees and Reimbursement of Litigation Expenses, Including Service Awards to Lead Plaintiffs (the “Fee Memorandum”).


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Expense Application is reasonable and supported by the facts and law and should be granted in

all respects.

I. PRELIMINARY STATEMENT

5. This Action began more than three years ago and was actively and vigorously

litigated by Lead Plaintiffs’ Counsel until the Parties reached their agreement-in-principle to

settle the Action just weeks before summary judgment motions were due and while two critical

motions—a motion by BNYM for partial summary judgment based on the applicability of the

statute of limitations and standing and Named Plaintiffs’ motion for class certification—were

pending. During the course of this Action, Lead Plaintiffs’ Counsel worked diligently, dedicating

certain attorneys solely to the advancement of this case, and only after significant litigation

efforts, extensive negotiations and careful consideration of the risks to continued litigation, as

detailed below, did Lead Plaintiffs’ Counsel and Lead Plaintiffs succeed in recovering

$72,500,000 for the Settlement Class. This amount reflects nearly 24% of the agreed upon

margin that BNYM generated from the allegedly impermissible foreign exchange (“FX”) fees at

issue in this litigation. As provided in the Stipulation, in exchange for this consideration, the

Settlement resolves all claims asserted in the Action, or that could have been asserted, by Lead

Plaintiffs and the Settlement Class against BNYM.

6. Before agreeing to settle the Action, Lead Plaintiffs’ Counsel and Lead Plaintiffs

conducted an exhaustive investigation into the events and transactions underlying the claims

alleged in the Consolidated Complaint (defined below) and engaged in substantial motion

practice and wide-ranging discovery. These efforts included, among other things: (i) conducting

a significant legal and factual investigation into BNYM’s FX conversions in connection with

ADR-related distributions; (ii) successfully opposing, in large part, BNYM’s motion to dismiss

the initial complaint, which required navigation of numerous complex arguments; (iii) drafting


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the detailed complaints; (iv) engaging in extensive discovery efforts, including reviewing and

analyzing more than 260,000 documents totaling more than 2.7 million pages, as well as 136,000

Excel documents, produced by BNYM, participating in numerous meet and confers with

BNYM’s counsel in an effort to resolve various discovery disputes, and deposing 14 fact

witnesses and defending the depositions of three Plaintiffs; (v) consulting with an expert to

develop a class-wide damages methodology, as well as taking and defending expert depositions;

(vi) opposing BNYM’s motion for partial summary judgment; and (vii) fully briefing a motion

for class certification.

7. As a result of these efforts, Lead Plaintiffs’ Counsel had a deep understanding of

the strengths and weaknesses of the Parties’ respective positions—an understanding further

informed by the Parties’ protracted settlement discussions. In March 2018, the Parties

participated in their first in-person mediation with former U.S. District Court Judge for the

Western District of Oklahoma, the Honorable Layn R. Phillips (Ret.) (“Judge Phillips”).

Although too far apart in their respective positions to resolve the Action at the mediation, the

Parties engaged in further efforts to reach a resolution in the months that followed, including two

additional in-person mediations with David Murphy, Esq. of Phillips ADR, before ultimately

accepting a mediator’s proposal on the Settlement Amount. Given the complexities of the issues

involved, it took additional hard-fought discussions to memorialize the material terms of their

agreement-in-principle in a term sheet, and continued negotiations over several months until the

Parties executed the Stipulation documenting all terms of their agreement, including the universe

of the ADRs covered by the Settlement.

8. Moreover, in deciding to settle the Actions, Lead Plaintiffs’ Counsel carefully

considered the significant risks associated with advancing their case through summary judgment,


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trial and the inevitable post-trial appeals. Notably, at the time the Settlement was reached, the

Parties were awaiting the Court’s ruling on three key motions—BNYM’s motion for partial

summary judgment, and Named Plaintiffs’ motions for class certification and to add Chester

County as a named plaintiff to address Defendant’s various standing arguments—which,

depending on the outcome, could have drastically changed the landscape of this litigation going

forward. In particular, had BNYM succeeded on its standing arguments made in connection with

class certification, the number of ADRs (and damages) at issue in the litigation may have been

significantly limited.

9. Had the Settlement not been reached, BNYM would have continued to vigorously

contest Lead Plaintiffs’ claims. For example, Lead Plaintiffs faced significant risks to ultimately

succeeding on their fraudulent concealment claim, as BNYM argued that all of the information

Lead Plaintiffs needed to assert their claims was publicly available—a determination already

made by the Hon. Valerie E. Caproni in a contemporaneous case against a BNYM competitor

(Merryman et al. v. JPMorgan Chase Bank, N.A., No. 1:15-cv-09188-VEC (S.D.N.Y.)). Lead

Plaintiffs also faced serious risks in establishing BNYM’s liability. BNYM steadfastly

maintained that the “Deposit Agreements” at issue in the Action did not obligate it to price FX in

any particular way and that the spreads retained by BNYM were a perfectly acceptable (and

commercially reasonable) means of compensating it for the risks associated with executing FX

transactions. BNYM would further have pointed to the Court’s motion to dismiss ruling, which

noted that “significant unresolved issues of interpretation” existed with respect to the Deposit

Agreements, to bolster this defense. Finally, with respect to damages, BNYM had already sought

to undermine Lead Plaintiffs’ expert’s damages methodology and would have continued to

challenge his opinions going forward. At trial, damages would have been hotly contested and, if


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the jury found BNYM’s expert testimony more credible, the Settlement Class’s recovery could

have been much less than the Settlement Amount, or zero.

10. Lead Plaintiffs’ Counsel believe that the Settlement, particularly when viewed in

the context of the risks and uncertainties of continued litigation and trial, is an excellent result for

the Settlement Class. Indeed, the Settlement Amount represents nearly 24% of the total margin

amount attributed to the Settlement Class (i.e. approximately $304 million)6—a substantial result

when compared to the median recovery of investor losses as a percentage of damages in recent,

comparably sized securities cases.7

11. The Settlement Class’s reaction to the Settlement thus far has been positive. In

accordance with the Court’s Notice Order, the Court-authorized Claims Administrator, Kurtzman

Carson Consultants LLC (“KCC”), has mailed Post-Card Notices to over 460,500 Registered

Holder Settlement Class Members.8 In addition, the Court-approved Publication Notice Plan

Administration, HF Media, LLC (“HF Media”), has conducted an extensive media campaign

comprised of press releases, publications in magazines, newspapers and investment e-

6 This total margin amount was agreed to by the Parties for purposes of settlement and is consistent with Lead Plaintiffs’ damages expert’s calculation during the Action. 7 See e.g., Recent Trends in Securities Class Action Litigation: 2018 Full-Year Review, available at https://www.nera.com/content/dam/nera/publications/2019/PUB_Year_End_Trends_ 012819_Final.pdf, at 35 (finding median settlement between 1996 and 2018 in securities cases with investor losses between $200 million and $399 million recovered 2.6% of investor losses). 8 See Declaration of Lance Cavallo Regarding (A) Receipt and Processing of Registered Holder Data; (B) Mailing of the Post-Card Notice; (C) Establishment of the Telephone Hotline; (D) Establishment of the Settlement Websites; and (E) Report on Requests for Exclusion Received to Date (the “Cavallo Declaration” or “Cavallo Decl.”) attached hereto as Exhibit 1, at ¶ 5. Through their efforts, Lead Plaintiffs’ Counsel were able to obtain the contact, holding and distribution information for these Registered Holder Settlement Class Members from BNYM’s transfer agent, Computershare, Inc. and, as a result, Registered Holder Settlement Class Members do not need to take any further action in order to be eligible to receive a payment from the Settlement.


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newsletters, and banner advertisements over the Internet and across social media channels.9

Requests for exclusion from the Settlement Class and objections are due to be received no later

than May 13, 2019. To date, there have been no objections to any aspect of the Settlement, Plan

of Allocation, or Lead Plaintiffs’ Counsel’s request for attorneys’ fees and expenses, including

Service Awards to Lead Plaintiffs, and only six individuals have requested exclusion from the

Settlement Class.10

II. BACKGROUND OF THE ACTION

A. The MDL

12. In March 2015, BNYM agreed to a global $714 million settlement to resolve all

civil and regulatory actions stemming from its misconduct in pricing certain FX transactions (the

“MDL”). The MDL involved BNYM’s custodial clients, and was litigated in tandem with cases

brought by the U.S. Department of Justice (“DOJ”), and the New York Attorney General

(“NYAG”).

13. The MDL, which was led and chiefly litigated by Lead Plaintiffs’ Counsel here,

focused on BNYM’s methods and manner of pricing “indirect” FX trades, such as those

undertaken pursuant to “standing instructions.” As BNYM ultimately admitted to the

government, contrary to prior representations it made to its customers, BNYM priced “indirect”

FX transactions at or near the extremes of a range of rates available to BNYM over a 24-hour (or

longer) period in order to maximize its profits and disadvantage its customers. This practice was

called “Session Range” pricing. In approving the global settlement of the civil and regulatory

9 See Declaration of Jeanne C. Finegan, APR Concerning Implementation of Notice to Settlement Class Members Through Multi-Media Notice Program (the “Finegan Declaration” or “Finegan Decl.”) attached hereto as Exhibit 2, at ¶¶ 14, 18-44. 10 See Cavallo Decl, ¶ 13. Should any additional requests for exclusion or objections be received after the date of this submission, Lead Plaintiffs’ Counsel will address them in their reply papers to be filed on or before June 10, 2019.


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actions, the Hon. Lewis A. Kaplan stated in open court that “[t]his was an outrageous wrong

committed by the Bank of New York Mellon.”

14. Following closely on the heels of the MDL settlement, on October 1, 2015,

BNYM published a “Depositary Receipts Foreign Exchange Pricing Disclosure” (the “Pricing

Disclosure”). The Pricing Disclosure revealed that, just as for standing instructions, the Bank had

utilized the Session Range to obtain a spread on FX trades it performed related to dividends or

other cash distributions issued by foreign companies (“Cash Distributions”) to holders of ADRs.

Building on the MDL and BNYM’s Pricing Disclosure, this Action alleges that such FX trades,

as they pertained to ADRs, fell into the same category of “indirect” trades as standing

instructions, and the spreads obtained by BNYM thereon were unauthorized and unlawful.

15. Unlike the MDL, however—in which fiduciary claims were asserted—this Action

is a pure breach of contract action. And, notably, the claims in this case are subject to different

contracts than those in the MDL. Accordingly, in litigating the MDL, Lead Plaintiffs’ Counsel

specifically carved out the claims at issue in this case so that they could be litigated separately.

B. Summary of the Claims Asserted Against BNYM in the Action

16. This Action concerns ADRs. ADRs are negotiable U.S. securities representing

ownership of publicly traded shares in foreign corporations. ADRs allow their holders to invest

in foreign companies without navigating a foreign market. Lead Plaintiffs and the Class are

holders of ADRs for which BNYM served as the depositary bank during the Settlement Class

Period. Pursuant to agreements between: (a) BNYM; (b) the foreign issuer whose shares were

deposited with BNYM; and (c) the registered owners/beneficial owners of the ADRs, BNYM

held shares issued by foreign companies on behalf of, and for the benefit of, U.S. investors in the

ADRs. Under those agreements, called “Deposit Agreements,” BNYM converted into U.S.


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dollars any Cash Distributions received from these foreign companies for the benefit of ADR

holders (“ADR FX Conversions”).

17. Lead Plaintiffs allege BNYM essentially created and pocketed unauthorized fees

when performing ADR FX Conversions. More specifically—as BNYM admitted in the MDL

and as discovery in this case confirmed—BNYM priced “indirect” FX transactions such as ADR

FX Conversions at or near the extremes of the applicable 24-hour (or longer) Session Range

rather than more favorable prices readily available in the market at the time of the trades, and

kept for itself the difference, i.e., the resulting “spreads.”

18. Lead Plaintiffs allege BNYM’s conduct in pricing FX for ADR holders breached

the Deposit Agreements in several respects. First, by waiting 24 hours or more to assign FX rates

for Cash Distributions, which allowed BNYM to retain a spread at Lead Plaintiffs’ expense, the

Bank violated its obligation to “promptly” convert and distribute Cash Distributions. Second, the

spread retained by BNYM was deducted from the Cash Distributions paid to ADR holders and

thus constituted a fee not authorized by the Deposit Agreements, which specifically enumerate

the permissible charges for FX transactions and Cash Distributions. Third, the Bank acted in bad

faith by retaining the spread and depriving Lead Plaintiffs of a portion of their Cash

Distributions.

19. Lead Plaintiffs further allege that BNYM fraudulently concealed its breach of the

Deposit Agreements. More specifically, BNYM provided Lead Plaintiffs and other class

members with account statements that concealed that the Bank was charging a fee in the form of

a spread above the rate it had obtained for FX conversions in the interbank market. While those

statements disclosed the FX rate that was applied to Cash Distributions, they did not disclose the

date or time of day when BNYM executed the conversions, which prevented Lead Plaintiffs


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from determining the rate the Bank had obtained for the conversions (and thus the spread the

Bank was generating). What’s more, in internal emails that have since been made public, BNYM

employees openly recognized that the Bank was “late to the transparency space” and that its

competitors were offering “time stamping and fixed spreads across all currencies.”

C. Relevant Procedural History

1. Investigation and Commencement of the Action

20. Prior to filing the initial complaint, Lead Plaintiffs’ Counsel conducted an

exhaustive investigation into the facts underlying this Action. As part of their investigation, Lead

Plaintiffs’ Counsel reviewed an extensive number of publicly available documents, including: (i)

public filings made by BNYM; (ii) press releases and other public statements issued by BNYM,

including its admissions following the MDL settlement; (iii) media and news reports related to

BNYM; (iv) data concerning the FX interbank market; (v) publicly available information

concerning BNYM-sponsored ADRs (e.g., deposit agreements); and (vi) pleadings filed in

related litigation against BNYM, including the MDL.

21. Several investigatory undertakings were particularly important in this case and

warrant specific discussion. First, Lead Plaintiffs’ Counsel reviewed hundreds of Deposit

Agreements to determine: (i) BNYM’s obligations to ADR holders; and (ii) whether such

Deposit Agreements were substantially similar to one another such that BNYM’s alleged

conduct would constitute a breach of each agreement.

22. Second, Lead Plaintiffs’ Counsel compared the rates received by ADR holders (as

BNYM publicly disclosed on its website) to the FX rates available in the market at or around the

same time. The divergence in the two rates, or “spread,” indicated that BNYM breached the

Deposit Agreements by retaining for itself an unauthorized fee.


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23. Third, Lead Plaintiffs’ Counsel thoroughly reviewed public filings in the MDL as

well as BNYM’s statements and admissions following the MDL settlement. These documents

and admissions likewise indicated that BNYM had breached the Deposit Agreements.

24. Relatedly, because Lead Plaintiffs’ Counsel had obtained a significant amount of

institutional knowledge regarding BNYM’s FX practices (and the FX market generally) from the

MDL, Lead Plaintiffs’ Counsel thoroughly researched the contours of the confidentiality order in

that case to determine what, if any, information from the MDL could be used in Lead Plaintiffs’

pleadings here. For example, as discussed in greater detail below, certain documents filed in

connection with the MDL plaintiffs’ motion for class certification had been stripped of their

“Confidential” designations by Judge Kaplan. While Judge Kaplan’s order made the documents

presumptively public, that direction was never formally effectuated on the docket. Prior to filing

the initial complaint, Lead Plaintiffs’ Counsel thus thoroughly researched whether: (i) it was

permissible to use such documents in a pleading here; and if not, (ii) whether it was permissible

to file a motion to unseal such documents. Ultimately, Lead Plaintiffs’ Counsel determined that

such a motion was unnecessary and elected to file the initial complaint in this Action without

reference to information previously marked “Confidential” in the MDL. As discussed in greater

detail below, Lead Plaintiffs’ Counsel did, however, raise the issue with both this Court and the

Hon. James L. Cott.

25. On January 11, 2016, following the extensive investigation described above,

Annie L. Normand, Don A. Carofano and David Feige filed the initial complaint in this Action

(“Complaint”). ECF No. 1. The Complaint asserted claims for breach of contract, breach of

implied covenant of good faith and fair dealing, and conversion against BNYM on behalf of all


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ADR Holders who had received Cash Distributions from the BNYM-sponsored ADRs between

1997 and the filing of the Complaint.

2. Appointment of Interim Lead Plaintiffs’ Counsel and Negotiations Regarding MDL Relatedness

26. Roughly one week after filing the Complaint, on January 19, 2016, Kessler Topaz

and Lieff Cabraser moved, pursuant to Federal Rule 23(g), for appointment as Interim Lead

Counsel for the class. ECF Nos. 7-9. In their motion, Kessler Topaz and Lieff Cabraser noted,

among other things, that: (i) they had expended substantial resources investigating and preparing

the action; and (ii) they had extensive experience litigating complex cases and knowledge of the

applicable facts and law. In their motion, Kessler Topaz and Lieff Cabraser proposed that lead

counsel would have authority over the following responsibilities:

(a) Directing, coordinating, and supervising the prosecution of Plaintiffs’ claims in the action, including the drafting and filing of consolidated or amended complaints, the briefing of any motion(s) to dismiss by Defendant, as well as any class certification motion and any matters pertaining thereto;

(b) Initiating and conducting discovery, including, without limitation, coordinating discovery with Defendant’s counsel, preparing written interrogatories, requests for admissions, and requests for production of documents;

(c) Directing and coordinating the examination of witnesses in depositions;

(d) Retaining experts;

(e) Communicating with the Court;

(f) Communicating with Defendant’s counsel;

(g) Conducting settlement negotiations;

(h) Collecting and reviewing time and expense records from all plaintiffs’ counsel on a monthly basis and at the conclusion of the case, as necessary and appropriate under the circumstances, and submitting a fee and costs application;

(i) Coordinating activities to avoid duplication and inefficiency in the filing, serving, and/or implementation of pleadings, other court papers, discovery papers, and discovery practice, and, generally, in the litigation; and


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(j) Performing such other duties that may be incidental to proper coordination of plaintiffs’ pretrial activities or authorized by further order of the Court.

27. Through their motion, Lead Plaintiffs’ Counsel also sought to have all future

cases consolidated under the MDL caption. On February 2, 2016, BNYM filed a response to the

application filed by Kessler Topaz and Lieff Cabraser. ECF No. 17. The Bank did not oppose the

proposed appointment as Interim Lead Counsel, but it did oppose the request to have all future

actions consolidated under the MDL caption.

28. Subsequent to the Bank’s opposition, the Parties met and conferred and agreed to

a proposed form of order, which no longer included a designation of this case as related to the

MDL. In their reply submission, Plaintiffs nonetheless noted: “it is likely that there will be

substantial overlap between the substantial discovery taken in the MDL and that which Plaintiffs

seek here,” and, as such, “Plaintiffs’ Counsel intend to work with BNYM’s counsel to realize

whatever efficiencies are possible in the prosecution of this action, and to avoid unnecessary

duplication of effort, both in terms of BNYM’s document production and depositions.” ECF No.

18.

29. By Text Order entered on April 12, 2016, the Court granted the motion,

designating Kessler Topaz and Lieff Cabraser as Interim Lead Counsel for the putative class. In

the same order, the Court stated that it would “consider any motions to consolidate this action

with others on a case-by-case basis.”

3. Consolidation of this Action and the IUOE Local 138 Action

30. On February 19, 2016, IUOE Local 138 filed a similar action in the United States

District Court for the Eastern District of New York. The IUOE Local 138 Action was transferred

to this Court on April 15, 2016, under the caption International Union of Operating Engineers


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Local 138 Pension Trust Fund v. The Bank of New York Mellon, No. 16-cv-02834-JPO (“IUOE

Local 138 Action”).11

31. On May 4, 2016, by Stipulation and Order, the IUOE Local 138 Action was

consolidated with this Action for all purposes pursuant to Federal Rule 42(a), under the caption

In re: The Bank of New York Mellon ADR FX Litigation, File No. 1:16-CV-00212-JPO. ECF No.

33.

4. BNYM’s Motion to Dismiss

32. On February 26, 2016, BNYM moved to dismiss the Complaint in this Action

under Federal Rules 12(b)(1) and 12(b)(6). In so doing, the Bank advanced five primary

arguments in favor of dismissal. First, BNYM claimed that the Deposit Agreements did not

entitle Plaintiffs or ADR holders to the more competitive FX rates they claimed they were

entitled to receive. Second, BNYM claimed that the fees charged in connection with FX

transactions were disclosed and/or permitted under the Deposit Agreements. Third, BNYM

argued that Plaintiffs were not parties to certain Deposit Agreements pled in the Complaint and

therefore lacked standing to bring claims on behalf of those agreements.

33. Fourth, BNYM raised the novel argument that the claims here were barred by the

Securities Litigation Uniform Standards Act (“SLUSA”), which forbids class actions based on

state law claims (as relevant here, breach of contract and conversion) when Plaintiffs’ underlying

theory of liability is securities fraud. Finally, BNYM argued that a portion of Plaintiffs’ claims

11 The operative complaints in the Action name International Union of Operating Engineers Local 138 Pension Trust Fund rather than International Union of Operating Engineers Local 138 Annuity Fund. Lead Plaintiffs’ Counsel represent that the proper Named Plaintiff is International Union of Operating Engineers Local 138 Annuity Fund, as set forth in the Parties’ executed Stipulation.


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were time-barred under the applicable statutes of limitations, and that Plaintiffs had not

adequately pled fraudulent concealment.

34. Lead Plaintiffs’ Counsel carefully reviewed and analyzed BNYM’s 30 pages of

briefing and hundreds of pages of exhibits and the extensive legal authority cited. Lead

Plaintiffs’ Counsel also conducted significant legal research into Defendant’s arguments and

their responses thereto, particularly with respect to BNYM’s SLUSA and class standing

arguments.

35. On March 18, 2016, Plaintiffs filed a 30-page opposition to Defendant’s motion to

dismiss, citing 54 cases of their own and distinguishing the key authorities that Defendant cited

in support of its motion. ECF No. 26. In their opposition, Plaintiffs vigorously defended their

allegations, including that the Complaint adequately alleged breach of contract, fraudulent

concealment and standing. More specifically, Plaintiffs argued, inter alia, that: (i) they plausibly

stated a claim for breach of contract, including with respect to the Deposit Agreement’s

obligation that BNYM convert FX “promptly”; (ii) they had class standing to represent all ADR

holders under NECA-IBEW Health & Welfare Fund v. Goldman Sachs & Co., 693 F.3d 145 (2d

Cir. 2012), and its progeny; (iii) BNYM’s statute of limitations arguments did not bar Plaintiffs’

claims and, in any event, were premature; and (iv) SLUSA did not bar Plaintiffs’ claims because

this case did not involve securities fraud, but rather straightforward breach of contract claims.

36. Defendant filed a 10-page reply in further support of its motion on March 28,

2016. ECF No. 30. In its reply, BNYM advanced further arguments in support of its purported

bases for dismissing the Complaint, including that Plaintiffs had not identified any provision of

the Deposit Agreements that was breached and Plaintiffs lacked both contractual and class

standing to pursue the claims at issue.


16

37. On August 17, 2016, Plaintiffs submitted a letter to the Court attaching as

supplemental authority the Honorable Colleen McMahon’s recent decision in Merryman v.

Citigroup, Inc., et al., No. 1:15-cv-09185-CM (S.D.N.Y.) (the “Citi Action”), a substantially

similar case against another BNYM competitor which sustained breach of contract claims similar

to those of Plaintiffs here. ECF No. 34. In the letter, Plaintiffs further noted that Judge McMahon

found that: (i) SLUSA did not bar the plaintiffs’ claims; (ii) the defendant’s challenges under the

applicable statute of limitations were inappropriate for resolution on a motion to dismiss; and

(iii) the defendant’s challenges to class standing were premature and more appropriately

addressed at class certification.

5. Defendant’s Motion to Stay

38. At the same time BNYM moved to dismiss the complaint, it also filed a letter

motion to stay discovery pending a ruling on the motion to dismiss. ECF No. 23. In the motion,

Defendant argued that: (i) “good cause” existed for a stay of discovery because the motion to

dismiss had the potential to dispose of most or all of Plaintiffs’ claims; (ii) participating in the

discovery process would be burdensome to the Bank; and (iii) the requested stay would not

prejudice Plaintiffs. Id.

39. Plaintiffs filed a 5-page submission opposing BNYM’s motion to stay on March

2, 2016. ECF No. 24. In their opposition, Plaintiffs argued that: (i) the requested discovery was

targeted and not burdensome for BNYM to produce, as it had already been collected, reviewed

and produced in the MDL; and (ii) the case was likely to be sustained on the merits. ECF No. 24.

Id. 12

12 Additional information regarding Plaintiffs’ request for discovery prior to a decision on BNYM’s motion to dismiss is discussed in Sections II.E.3 and II.E.7, infra.


17

40. On April 12, 2016, the Court entered an order granting BNYM’s motion to stay,

reasoning, at that time, that “a preliminary review of the briefing on this motion suggest that

there are substantive arguments in favor of dismissal that could result in elimination, or

significant narrowing, of the claims at issue.” ECF No. 31 at 1.

6. The Court’s Ruling on Defendant’s Motion to Dismiss

41. By Opinion and Order dated September 29, 2016, the Court granted in part and

denied in part BNYM’s motion to dismiss the Complaint (“MTD Order”). ECF No. 36. The

Court sustained Plaintiffs’ core breach of contract allegations, stating: “Plaintiffs have pleaded

enough to state a claim for breach of contract arising out of BNYM’s deduction and retention of

amounts to which it may not be authorized under the literal terms of the governing contract.” Id.

at 9.

42. In the MTD Order, the Court also found: (i) SLUSA did not bar Plaintiffs’ claims,

reasoning: “[w]hether or not BNYM misrepresented or omitted a material fact is simply separate

and apart from whether BNYM’s actions breached the terms of the contract”; (ii) BNYM’s

challenges under the applicable statute of limitations were inappropriate for resolution on a

motion to dismiss (and Plaintiffs could therefore pursue claims dating back to January 1, 1997);

(iii) beneficial owners of ADRs, like Plaintiffs, were parties to the Deposit Agreements, and thus

had contractual standing to pursue claims; and (iv) Plaintiffs adequately pled class standing (i.e.,

Plaintiffs could represent all purchasers of BNYM-sponsored ADRs, regardless of whether or

not Plaintiffs purchased a particular ADR). 13

13 BNYM’s motion with respect to fraudulent concealment was denied without prejudice to renewal, either on summary judgment after discovery, or at trial. Likewise, the Court deferred full consideration of the class standing issue until class certification.


18

43. Finally, the Court granted BNYM’s motion to dismiss as to Plaintiffs’ claims for

breach of the implied duty of good faith and fair dealing and conversion, and dismissed these

claims with prejudice.

7. The Consolidated Complaint and Defendant’s Answer

44. Following the MTD Order, Plaintiffs negotiated a stipulation with the Bank

which, among other things, permitted Plaintiffs to file a consolidated complaint by October 28,

2016. By agreement of the Parties, that complaint was not to be subject to a motion to dismiss.

The Court signed the Parties’ stipulation on October 19, 2016. ECF No. 38.

45. In accordance with the Court’s Order, Plaintiffs filed the operative complaint in

the Action—the Consolidated Amended Class Action Complaint (the “Consolidated Complaint”)

on October 26, 2016. ECF No. 39. The Consolidated Complaint retained all substantive

allegations from the initial Complaint, but added IUOE Local 138 as a party.

46. BNYM answered the Consolidated Complaint on November 23, 2016 (the

“Answer”). ECF No. 42. In its Answer, the Bank continued to deny that it had breached the

Deposit Agreements and that it had fraudulently concealed its FX practices. Thereafter, the

Parties commenced discovery, as detailed below.

8. Federal Rule 26(f) Report and Negotiations Regarding Early Discovery and the Schedule

47. The Parties held an initial Federal Rule 26(f) conference shortly after the initial

Complaint was filed in January 2016, and continued to meet and confer thereafter, speaking on

several additional occasions. As set forth in greater detail below, during the Parties’ initial meet

and confer, the Parties discussed how best to use the substantial discovery record that had been

amassed in the MDL in order to litigate this case in the most efficient manner.


19

48. On March 4, 2016, the Parties submitted to the Court a Joint Case Management

Statement summarizing the Parties’ positions regarding, inter alia: (i) a discovery stay; (ii) the

subjects and sources of discovery, including access to discovery from the MDL; (iii) a proposed

schedule; (vi) anticipated motions, including class certification; (vii) anticipated length of trial,

and (viii) settlement (the “March 4 Case Management Order”). ECF No. 25.

49. Except for the length of fact discovery and the time to serve initial disclosures,

the Parties jointly agreed to all deadlines in the March 4 Case Management Order, including

with respect to: (i) document production; (ii) written discovery; (iii) depositions; (iv) expert

disclosures and discovery; (v) settlement; and (vi) trial.

50. With respect to the length of fact discovery, Plaintiffs proposed a fact discovery

period of “up to 12 months” given the complexity of the Action. Defendant agreed that this was a

complex case that would require more than 120 days for the completion of fact

discovery, but did not propose a time period for the completion of fact discovery. Instead,

the Bank took the position that a full discovery plan could be developed after the scope of the

surviving claims was determined—i.e., after a decision on the motion to dismiss. ECF Nos. 23,

25.

51. With respect to the Parties’ respective positions regarding discovery during the

pendency of BNYM’s motion to dismiss, Plaintiffs requested that BNYM respond to their First

Request for Production of Documents (the “First RFPs”), which sought, inter alia, documents

produced in the MDL that relate to the claims and defenses in this Action.14

52. As a compromise position, which was memorialized in the Parties’ joint discovery

plan, Plaintiffs offered to forego any additional discovery beyond that sought in the First RFPs

14 Defendant provided responses and objections to this request on March 9, 2016.


20

until the Court issued a decision on Defendant’s motion to dismiss. In so doing, Plaintiffs argued

that: (i) the discovery sought through the First RFP posed minimal burden to Defendant insofar

as it sought the production of documents already produced in the MDL; and (ii) there would be

substantial efficiencies to the Court and the Parties if such documents were made available to the

Parties prior to the Court deciding a motion to dismiss. More specifically, Plaintiffs argued that

having the benefit of such documents might amplify or clarify the pleadings, including a

potential amended complaint, for the benefit of the Court and the Parties, and potentially narrow

issues for briefing.

53. As noted above, on April 12, 2016, the Court granted BNYM’s motion to stay

pending a decision on its motion to dismiss and, in so doing, denied Plaintiffs’ request for early

discovery of certain documents from the MDL.

54. Following the September 29, 2016 MTD Order, the Parties continued to meet and

confer over a schedule and discovery plan to govern the Action. On December 15, 2016, the

Court entered a scheduling order (the “December 15 Scheduling Order”). The December 15

Scheduling Order provided that fact discovery “shall be completed no later than January 27,

2017 [i.e., within 120 days from the MTD Order], unless . . . the case presents unique

complexities or other exceptional circumstances,” but that it could be modified “for good cause

shown.” ECF No. 43.

55. On December 21, 2016, the Parties wrote jointly to the Court requesting an

extension to the December 15 Scheduling Order. In their submission, the Parties argued that the

case presented “unique complexities” and “exceptional circumstances” that constitute good cause

to modify the December 15 Scheduling Order. ECF No. 44. In particular, they noted:

• Plaintiffs sought to certify a class of ADR holders dating from 1997 to the present.


21

• Plaintiffs alleged that Defendant served as the depositary for more than 1200 ADRs during the putative class period, of which at least 600 paid dividends in foreign currency.

• Plaintiffs claimed that Defendant fraudulently concealed from Plaintiffs the manner in which it priced FX conversions, thereby tolling the statute of limitations.

• Fact discovery would encompass a large number of currency transactions, Defendant’s disclosures concerning those transactions, the Parties’ understanding of the operative contracts, Plaintiffs’ and class members’ injuries, if any, and other issues.

• Fact witnesses (including non-party witnesses) were likely to be located overseas as well as in the United States.

• The case involved significant document discovery, which would include not only electronic communications, but trading data, and potentially a substantial number of depositions.

• To the extent that discovery required obtaining information held abroad, the Parties may have needed to confront data privacy laws in other jurisdictions, and search multiple systems and data sources, including potentially archives and legacy systems going back 20 years.

56. At the same time, the Parties jointly requested that the Court enter a schedule to

govern discovery and motion practice related to class certification. The Parties’ proposed

schedule accordingly included deadlines for Plaintiffs’ motion for class certification and expert

disclosures and discovery related to class certification.

57. On December 22, 2016, the Court vacated the December 15 Scheduling Order,

and adopted the Parties’ proposed schedule. ECF No. 45.

9. Protective Order

58. On March 24, 2016, after extensive negotiations, the exchange of multiple drafts

and rounds of edits, and numerous telephonic meet and confer sessions, the Parties entered into a

Stipulated Protective Order to govern confidentiality in the case. The Court entered the Parties’

stipulated protective order on March 28, 2016 (the “Protective Order”). ECF No. 29.

59. The Protective Order in this Action was modeled closely after the Confidentiality

Order that was used in the MDL, with several notable differences, including: (i) the effective


22

elimination, in this Action, of the words “Outside Counsel Eyes Only” from any information

designated as such in the MDL, to the extent such information was re-produced or made

available in this Action; and (ii) the elimination of any requirement that experts be disclosed to a

producing party prior to their viewing that producing party’s Highly Confidential or Confidential

Information (as defined in the Proposed Order)—a significant point of disagreement that arose in

the MDL and which Plaintiffs were effectively able to negotiate away here.

D. The Parties’ Extensive Discovery Efforts

60. Throughout the course of this Action, discovery was aggressively pursued by both

Plaintiffs and BNYM. The discovery process was vigorously contested and numerous disputes

arose among the Parties regarding the scope of discovery. Nevertheless, as testament to the

professionalism and skill of counsel involved in this Action, the Parties were able to resolve the

vast majority of their differences without the need for judicial intervention.

61. Through their efforts, Lead Plaintiffs’ Counsel obtained over 2.7 million pages of

discovery from BNYM. As set forth below, Lead Plaintiffs’ Counsel reviewed and analyzed

these documents in order to engage experts, prepare for depositions, and ultimately develop the

record for summary judgment and trial. Plaintiffs also took advantage of other discovery tools

available under the Federal Rules, including depositions and written discovery. To that end, Lead

Plaintiffs’ Counsel took 14 fact depositions, one expert deposition, and served comprehensive

interrogatories and requests for admission.

62. BNYM likewise aggressively pursued discovery from Plaintiffs. Collectively,

Plaintiffs produced more than 23,000 pages of documents and were deposed for nearly 19 hours

on the record. Plaintiffs also served initial disclosures, and responded to comprehensive

contention interrogatories and requests for admission.


23

63. Lead Plaintiffs’ Counsel’s discovery efforts provided Lead Plaintiffs with a

thorough understanding of the strengths and weaknesses of their claims and assisted Lead

Plaintiffs’ Counsel in considering and evaluating the fairness of the Settlement. A summary of

those discovery efforts follows.

E. Plaintiffs’ Discovery Propounded on Defendant

1. Plaintiffs’ Document Requests

64. Plaintiffs’ First RFPs were served on February 8, 2016. Those requests sought,

inter alia, documents previously produced in the MDL that: (i) concerned Defendant’s

procedures for and revenue generated by its FX pricing practices; or (ii) reflected FX

conversions or cash distributions for ADRs. Defendant provided responses and objections to

these requests on March 9, 2016.

65. As detailed above, the Parties met and conferred over whether BNYM would

agree to produce any documents in response to Plaintiffs’ First RFPs prior to a decision on its

motion to dismiss, but were unable to reach agreement. The substance of this dispute was twice

presented to the Court, in connection with the Parties’ joint Federal Rule 26(f) report and

BNYM’s motion to stay. Ultimately, however, the Court stayed discovery pending BNYM’s

motion to dismiss.

66. Plaintiffs served their more expansive Second Requests for Production (“Second

RFPs”) on December 16, 2016. Among other things, the Second RFPs sought documents

concerning, for instance: (i) any investigations into the Bank’s FX practices; (ii) inquiries from

ADR holders regarding the Bank’s FX practices; (iii) the Bank’s practices for converting FX in

connection with ADR Cash Distributions; (iv) all transcripts from the MDL; (v) the Deposit

Agreements which governed BNYM’s contractual obligations; (vi) transaction data regarding the


24

Bank’s FX practices; (vii) actual expenses incurred by the Bank in connection with ADR Cash

Distributions; (viii) all ADRs sponsored by the Bank; and (ix) insurance agreements.

2. The Parties’ Negotiations Regarding Efficient Document Discovery

67. Very early in this case, in connection with the Parties’ Federal Rule 26(f)

discussions, the Parties agreed that discovery would effectively proceed in two phases. First, the

Parties agreed that Defendant’s production would prioritize documents that had previously been

collected and produced in the MDL. Second, the Parties agreed to defer discussion on additional

document sources until after Defendant had completed its MDL production. This unique dual-

track arrangement was designed to leverage work that had been done in connection with the

MDL in order to ensure that discovery in this case proceeded in the most efficient and orderly

way possible.

68. For more than a year, the Parties met and conferred extensively over how best to

make use of the MDL repository in this Action. Plaintiffs initially offered to simply restore the

dormant databases they had previously maintained in connection with the MDL and identify for

themselves the relevant documents needed to support the claims in this Action. In Plaintiffs’

view, this would have been the most efficient path forward, as all such documents had already

been reviewed and coded by Lead Plaintiffs’ Counsel. Nevertheless, BNYM took the position

that document discovery in this case—even if it was to originate from the MDL repository—

would need to be negotiated on its own terms. The ensuing negotiations centered on three

principal areas of disagreement.

69. First, and most significantly, the Parties disagreed over the appropriate search

terms that would be applied to the MDL production and any future document collection and

review. In particular, Plaintiffs objected to the Bank’s self-selected search terms, which were

effectively limited to documents explicitly referencing “American Depositary Receipt,” “ADR,”


25

or variants thereof. Throughout the course of the negotiations, Plaintiffs steadfastly maintained

that the majority of BNYM’s proposed limitations were inappropriate, and that they were entitled

to much of the discovery produced in the MDL. In support of this position, Plaintiffs pointed out

that the core FX pricing practices at issue in the MDL were unquestionably relevant to this case,

and the burden of production for this first round of discovery was minimal in light of the fact that

such documents had already been collected, reviewed, and produced.

70. Second, and relatedly, the Parties disagreed over which custodians would be

searched for documents relevant to this Action. This dispute centered principally on which

custodians from the MDL would be used in this Action. While the MDL involved more than 150

custodians, the Bank claimed less than 50 were relevant to this Action.

71. Third, Plaintiffs objected to BNYM’s attempt to perform relevance redactions to

the MDL transcripts. Drawing parallels to concepts governing ordinary document production,

Plaintiffs argued that a party is not entitled to perform unilateral relevance redactions, unrelated

to attorney-client privilege or work product protections.

72. The Parties were able to make some headway in their meet and confer efforts.

Plaintiffs agreed to limit their requests for documents from the prior MDL to a defined list of 42

custodians, without prejudice to their ability to later request additional custodians from the Bank.

In a similar vein, Plaintiffs agreed to limit their transcript requests to the same 42 custodians

from the MDL. BNYM rejected Plaintiffs’ proposed search terms as too broad, however, and

continued to maintain that its relevance redactions with respect to the MDL transcripts were

appropriate.

3. Motion to Compel Documents

73. Ultimately, the Parties were not able to resolve the principal disagreements

outlined above. As such, on February 23, 2017, Plaintiffs filed a pre-motion letter with this Court


26

seeking an order directing BNYM not to limit its production of the MDL documents as it had

done up to that time, and instead produce the MDL documents associated with each of the

custodians exchanged during the meet-and-confer process using either: (i) no search terms; or (ii)

at most, the broader set of search terms that Plaintiffs had proposed. Plaintiffs’ motion also

sought to compel BNYM to produce complete deposition transcripts from the 42 custodians in

the MDL. ECF No. 47.

74. Finally, Plaintiffs’ motion sought an additional form of relief: it asked the Court

to de-designate as “Confidential” certain documents from the MDL. In so doing, Plaintiffs

argued that BNYM had not shown “good cause” for certain documents to be designated as

“Confidential” where they related to stale business practices and where the issue had already

been litigated before and decided by Judge Kaplan.

75. BNYM opposed Plaintiffs’ motion by letter dated February 28, 2017. ECF No.

48. In its opposition, BNYM continued to maintain that most of the documents from the MDL

were irrelevant to the claims and defenses in this case. For instance, the Bank argued that its

“pricing for SI [standing instruction] custody customers under different arrangements makes no

fact of consequence” to the determination whether BNYM breached the Deposit Agreements

“more probable or less probable.” ECF No. 48. Accordingly, BNYM maintained that Plaintiffs’

proposed search terms and custodians were overbroad. For largely the same reasons, BNYM

opposed Plaintiffs’ request for complete deposition transcripts of the 42 MDL custodians.

Finally, the Bank opposed Plaintiffs’ request to de-designate as “Confidential” certain documents

on the grounds that the requirements under the Protective Order in place in this case had been

met for each document.


27

76. Plaintiffs’ motion was thereafter referred to Judge Cott, and the Parties argued the

motion at an in-person hearing on March 16, 2017. Following the hearing, Judge Cott denied

Plaintiffs’ request with respect to the MDL documents without prejudice, but ordered the Bank

to substantially complete its document production by May 5, 2017. Judge Cott further ordered

BNYM to produce, contrary to BNYM’s arguments, complete deposition transcripts from each

of the 42 individuals who were deposed in the MDL. Finally, Judge Cott deferred consideration

of the confidentiality issue and requested further briefing from the Parties.

77. By agreement of the Parties, and order of the Court, the deadline for BNYM to

substantially complete document discovery was later extended to June 9, 2017. ECF No. 60. By

that date, BNYM had produced more than 260,000 documents—consisting of both documents

produced in the MDL and documents collected and gathered exclusively for this case. On

November 3, 2017, the Bank produced an additional 740,000 pages of documents.

4. Implementation of Review Protocol

78. Lead Plaintiffs’ Counsel’s document review, which proceeded according to the

protocols discussed below, began shortly after the Bank made its substantial document

production in June 2017.

79. First, in anticipation of receiving documents, Lead Plaintiffs’ Counsel solicited

bids from database vendors for a document-management system that could accommodate the

size of the production, enable the review of documents housed on the database by multiple users

at two different law firms, and offer the latest coding, review, and search capabilities for

electronic discovery management. Ultimately, Lead Plaintiffs’ Counsel obtained substantial

savings by choosing to internally host this significant volume of information on Lieff Cabraser’s

sophisticated electronic database and litigation support platform. Lead Plaintiffs’ Counsel used

this electronic database to organize and search the large volume of documents, which allowed


28

attorneys performing document review to categorize documents by issues and level of relevance,

and to identify the critical documents supporting Lead Plaintiffs’ claims.

80. Second, once the documents were received and loaded into the database, Lead

Plaintiffs’ Counsel utilized the algorithm-based “technology assisted review” (frequently

referred to as “TAR” or “active learning”) to rank documents by relevance and priority. This

allowed Lead Plaintiffs’ Counsel to focus their review on the most relevant documents first, and

weed out potentially irrelevant material by prioritizing documents based on their relative

importance.

81. In order to implement the technology assisted review, over the course of several

weeks, a small group of attorneys coded several thousand “seed” documents. Through this

process, the TAR software was able to identify certain keywords, phrases, and names that made a

document more or less likely to contain high value information. Based on an algorithm, the TAR

software then assigned a ranking to each document in BNYM’s production. Lead Plaintiffs’

Counsel then used those rankings to prioritize their review, focusing first on those documents

most likely to contain highly useful information.

82. Third, to facilitate the document review, which occurred primarily across two law

firms, Lead Plaintiffs’ Counsel developed a detailed review protocol. Initially, Lead Plaintiffs’

Counsel created a comprehensive coding manual, with explanatory notes covering: (i) the key

facts at issue in the Action; (ii) relevance coding instructions; and (iii) “tags” covering more than

20 unique issues and sub-issues.

83. Next, Lead Plaintiffs’ Counsel assembled a team of experienced attorneys to

review and analyze Defendant’s documents. That team included 11 lawyers from Kessler Topaz

and 8 lawyers from Lieff Cabraser, who analyzed BNYM’s production part or full-time. Many of


29

these lawyers had 10 years or more of experience, as well as significant institutional knowledge,

having worked previously on the MDL. These lawyers reported directly to senior associates and

partners at the respective firms, participated in periodic calls or online discussions to discuss

their findings, and prepared memoranda on key factual issues and witnesses.

84. In requiring the lawyers involved in document analysis to remain in constant

contact with associates and/or partners as a group, Lead Plaintiffs’ Counsel sought to ensure that

reviewing attorneys and associates across both firms were aware of: (i) the issues being

identified in the document review; (ii) why certain documents were high-value documents; and

(iii) how such documents were informing Lead Plaintiffs’ theories of liability. Attorneys from

Kessler Topaz and Lieff Cabraser also communicated frequently to ensure that coding decisions

were applied consistently across the firms and that all team members were apprised of important

developments with respect to the document review.

85. In undertaking the analysis of Defendant’s production, documents were

categorized in three major areas: (1) subject matter; (2) relevance; and (3) issue (e.g., ADR FX,

damages, ADR disclosures). Within these categories, lawyers conducting the review also had a

menu of sub-categories (e.g., witness, discovery follow-up), which further refined the review and

helped identify relevant documents quickly when needed for more specific projects or for

deposition preparation.

86. Finally, Lead Plaintiffs’ Counsel understood that Defendant’s documents would

very likely form the basis for liability at summary judgment or trial. Therefore, simultaneously

with the linear review of the production for important documents, Lead Plaintiffs’ Counsel

engaged in a number of additional discovery projects that involved a more targeted review and

synthesis of the production.


30

87. Perhaps the most important project in this respect was Lead Plaintiffs’ Counsel’s

review of the Deposit Agreements. There were two critical components to this review. First,

Lead Plaintiffs’ Counsel needed to determine which Deposit Agreements governed each ADR.

This was no small task: the Bank sponsored more than 1,200 ADRs during the relevant time

period, and produced thousands of Deposit Agreements in discovery. In many cases, the Bank

produced more than one Deposit Agreement—spanning different amendments, time periods and

even prior depository banks—for a given ADR. Second, once the operative Deposit Agreements

were identified, Lead Plaintiffs’ Counsel performed a substantive review of each agreement to

determine whether: (i) they supplied the obligations necessary for Lead Plaintiffs’ breach of

contract claims, and (ii) were substantially similar to other Deposit Agreements such that class

certification would be appropriate. Both projects were essential not just for class certification,

but for summary judgment and trial if the case had not resolved.

88. Other projects undertaken by Lead Plaintiffs’ Counsel included, for example: (i) a

review and summary of many of the 42 prior deposition transcripts from the MDL; (ii) a “key

players” list, which included the job title and description for certain high interest individuals and

potential deposition targets, including witnesses deemed to have knowledge specific to ADRs

who were not previously deposed in the MDL; (iii) a “key meetings” list, which included dates,

general descriptions, and attendees; (iv) 15 witness-specific memos in advance of dispositions,

attaching suggested exhibits as selected by the attorneys performing full-time document review

and analysis; and (v) numerous topic-specific memos, analyzing topics such as client inquiries

into FX rates, potential damages, FX fees, revenue and profits.

89. In total, Lead Plaintiffs’ Counsel reviewed and analyzed over 260,000 documents

totaling more than 2.7 million pages, as well as 136,000 Excel documents. The majority of the


31

documents ultimately singled out for use in depositions, deposition preparation, and expert work

in the Action were specific to ADR-related issues, and were thoroughly analyzed as to their

import for Lead Plaintiffs’ claims for the first time in this Action.

5. Depositions

90. Depositions served as a critical component of discovery in this Action from both a

fact-gathering perspective and in terms of fleshing out the legal arguments each party made.

Plaintiffs began taking depositions of the Bank’s witnesses on December 12, 2017. Between that

date and May 2018, Lead Plaintiffs’ Counsel took 14 depositions of the Bank’s current and

former employees, principally in New York. More than 160 total exhibits were marked at the

BNYM witness depositions.

91. The fact depositions that Lead Plaintiffs’ Counsel took of Defendant’s FX traders

and salespeople, system developers, and executives were at times highly technical and involved

the mastery of information across multiple areas that no single BNYM employee possessed. It

was Lead Plaintiffs’ discovery efforts that reconstructed a cohesive narrative of BNYM’s

development of its FX practices, over a period of time extending back decades, notwithstanding

the highly dispersed nature of the information sought.

92. Lead Plaintiffs’ Counsel also took four separate 30(b)(6) depositions of BNYM,

derived from a comprehensive 13-topic notice. Topics from the notice included the Bank’s

policies and procedures regarding: (i) Cash Distributions; (ii) the execution, processing, and

pricing of FX; (iii) communications with ADR holders or foreign issuers; (iv) BNYM’s record

keeping processes; and (v) the negotiation and terms of the Deposit Agreements.

93. The specific contours of the testimony provided in each 30(b)(6) deposition were

negotiated over the course of numerous meet and confer sessions spanning several weeks. All

told, the 30(b)(6) testimony was instrumental from both a fact gathering perspective (e.g., by


32

helping Lead Plaintiffs understand how a large disparate organization like BNYM operated and

priced ADR FX Conversions) and from a strategic standpoint (e.g., by helping Lead Plaintiffs

establish that the terms of Deposit Agreements were generally consistent).

94. Notably, Lead Plaintiffs’ Counsel worked hard to reduce deposition costs, while

ensuring that critical information regarding BNYM’s ADR business and FX practices was

obtained. To that end, Lead Plaintiffs’ Counsel negotiated highly favorable pricing for deposition

services and effectively used technology to keep costs for depositions down.

95. Lead Plaintiffs’ Counsel also managed their time efficiently and shared resources

in preparing for individual depositions. First-tier document review, as described above, was

conducted by highly experienced attorneys whose primary responsibility was to perform

document review and analysis. These same attorneys, along with some associate attorneys,

would then conduct a second-tier document review of those documents most likely to contain

useful information for a given deponent. Often, this involved reviewing all “Hot” and “Highly

Relevant” documents in a deponent’s custodial file. If time permitted, this review would be

further expanded to include all “Hot” and “Highly Relevant” documents mentioning that

deponent as well.

96. From this review, document review attorneys would create a memorandum and

deposition kit identifying documents that could potentially serve as effective tools and exhibits

for a given deposition. This memorandum would also contain a discussion of the deponent’s role

within BNYM and identify potential areas of interest to be explored at deposition, as well as any

relevant prior testimony that mentioned the deponent (including from the MDL). Using these

methods, Lead Plaintiffs’ Counsel gained the benefit of multiple perspectives without duplicating

efforts.


33

97. Following the Court’s order regarding the coordination of depositions in this

Action and the ERISA Action (as defined below),15 Lead Plaintiffs’ Counsel were required to be

even more organized in preparing for depositions so as to make the most efficient use of

deposition time. As discussed in greater detail below, the Court’s order provided that Plaintiffs in

this Action and lead plaintiffs in the ERISA Action would each be permitted to depose witnesses

for up to five hours (as opposed to the traditional seven-hour limit set by the Federal Rules).

6. Written Discovery

98. As permitted by the Federal Rules, the Parties also engaged in extensive and time-

consuming written discovery. First, Lead Plaintiffs’ Counsel prepared and served more than 20

highly particularized interrogatories, contained in three unique sets, on BNYM. Initially,

Plaintiffs’ interrogatories were designed to allow Lead Plaintiffs’ Counsel to identify the process

for ADR FX Conversions and the individuals with knowledge over that process.

99. As Lead Plaintiffs’ Counsel’s knowledge of the case evolved over time—gained

from analyzing significant amounts of testimonial and documentary evidence—Lead Plaintiffs’

Counsel were able to craft and serve more targeted interrogatories designed to address specific

proofs needed for class certification and liability. For instance, Plaintiffs’ second and third sets of

interrogatories requested information regarding: (i) foreign issuers who issued Cash

Distributions; (ii) the specific spread taken by BNYM on ADR FX conversions; (iii) ADR FX

Conversions for BNYM-sponsored ADRs that were not performed by the Bank; and (iv)

Defendant’s affirmative defenses. Interrogatories were also crafted to fill holes with respect to

issues that had not been addressed through deposition testimony or document production.

15 As explained below, the ERISA Action contained similar factual allegations to this action premised on distinct legal theories (i.e., violations of ERISA).


34

100. Second, Lead Plaintiffs’ Counsel drafted and served 141 unique Requests for

Admission asking the Bank to admit, for example: (i) the specific rates used by BNYM in

converting Cash Distributions; (ii) that BNYM’s FX rates were less favorable to ADR holders

than the rate it actually obtained; and (iii) that the guidelines and/or procedures outlined in

certain exhibits were used to price ADR FX conversions.

101. Had this case proceeded, the Bank’s responses to Plaintiffs’ interrogatories and

requests for admission would have been essential at summary judgment and trial.

7. Additional Discovery Disputes: Confidentiality, Privilege, and Redactions

102. Beyond what is described above, the Parties engaged in multiple additional meet

and confers regarding discovery, some of which ended up before the Court. A summary of the

most prominent disputes is provided below.

103. First, Plaintiffs challenged certain of the Bank’s confidentiality designations. In

accordance with Judge Cott’s directive following the March 16, 2017 in-person hearing, the

Parties summarized their dispute in letters to the Court on March 24 and 31, 2017. In particular,

Plaintiffs continued to argue that BNYM had not demonstrated that it would suffer any specific

harm if the documents were de-designated. On June 20, 2017, the Parties submitted a joint letter

to the Court indicating that the dispute had been overtaken by certain events and therefore did

not need to be addressed. ECF No. 64. In particular, pursuant to the so-called “sunset provision”

of the protective order entered in the MDL, documents filed under seal in the MDL—including

the three documents that formed the basis of the Parties’ dispute in this case—became part of

the public docket on June 20, 2017. Accordingly, the Parties’ dispute was mooted.

104. Second, Plaintiffs thoroughly reviewed the Bank’s privilege and redaction logs.

After reviewing such logs, Lead Plaintiffs’ Counsel wrote a letter to BNYM on November 13,


35

2017 noting certain apparent deficiencies, including: (i) the Bank’s inappropriate attempt to

withhold certain documents on the basis of the bank examiner’s privilege; (ii) the Bank’s

improper withholding of certain documents that did not contain any request for legal advice or

legal edits (e.g., attachments to correspondence sent to attorneys); (iii) the Bank’s failure to

provide information necessary to establish the applicable privilege or for Lead Plaintiffs’

Counsel to evaluate the propriety of such privileges; and (iv) the Bank’s improper attempt to

withhold certain documents instead of producing redacted versions of such documents.

105. In support of this request, Lead Plaintiffs’ Counsel compiled 13 comprehensive

exhibits collecting documents that corresponded to each of the identified deficiencies. Lead

Plaintiffs’ Counsel also wrote to Superintendent Maria T. Vullo of the New York State

Department of Financial Services regarding the Bank’s asserted bank examiner’s privilege.

106. After meeting and conferring with Lead Plaintiffs’ Counsel on several occasions,

and exchanging written correspondence, the Bank ultimately agreed to produce additional

documents from its privilege and redaction logs and to amend its privilege and redaction logs.

8. Plaintiffs’ Discovery Propounded on Third Parties

107. Plaintiffs also served two non-party subpoenas—on Computershare, Inc.

(“Computershare”) and the Depositary Trust Company (“DTC”)—aimed at learning the

identities of class members (i.e., ADR holders).16 Plaintiffs met and conferred on numerous

occasions with both Computershare and DTC regarding the scope of their respective productions

and the related costs associated with each production. After evaluating the costs DTC was

16 Computershare is a third party “transfer agent” who helped effectuate distributions of U.S. Dollars to ADR holders following ADR FX Conversions. DTC, as the registered holder, beneficially owns ADRs on behalf of the majority of class members.


36

seeking relative to the utility of the data, Plaintiffs ultimately elected not to pursue further

discovery from DTC.

108. Plaintiffs did, however, push forward with the Computershare subpoena. In fact,

the meet and confer process with respect to Computershare was particularly complex, as

Plaintiffs’ request required Computershare to create a bespoke computer program to harvest the

information sought as well as devote several employees full time to overseeing that process. The

negotiations regarding that process occurred over the course of several months, and involved

countless phone calls and written correspondence. The data ultimately received from

Computershare was instrumental to Lead Plaintiffs’ Counsel in effectuating notice of the

Settlement to the Settlement Class and developing the proposed plan for allocating the

Settlement proceeds.

9. Defendant’s Discovery Propounded on Plaintiffs

109. BNYM also sought extensive discovery from Lead Plaintiffs. First, on December

16, 2016, Defendant served Plaintiffs with 53 unique document requests, which covered subjects

including: (i) Plaintiffs’ investments in ADRs; (ii) Plaintiffs’ investment strategies and records;

(iii) Plaintiffs’ participation in the Action; and (iv) all lawsuits that Plaintiffs had participated in.

Plaintiffs served responses and objections to Defendant’s document requests on January 17,

2017.

110. The Parties thereafter met and conferred regarding the scope of Defendant’s

document requests, which included substantial written correspondence. One particularly

contentious issue that required resolution was the Bank’s request for information regarding all

ADRs held by Plaintiffs, regardless of whether or not such ADRs were sponsored by the Bank.

Although Plaintiffs initially objected to this request, in order to avoid an unnecessary dispute,


37

they later agreed to produce documents reflecting such investments. The Parties also met and

conferred over the appropriate time period applicable to Defendant’s request.

111. In response to Defendant’s documents requests, Plaintiffs, with the help of Lead

Plaintiffs’ Counsel, performed an extensive search and review for relevant documents in their

possession, custody, or control. Such documents were located in both hard copy and electronic

format. With the assistance of Lead Plaintiffs’ Counsel, additional documents were retrieved

from third parties, including investment brokers and managers. In total, Plaintiffs produced more

than 23,000 pages of documents to the Bank.

112. Second, BNYM deposed three Plaintiffs—Mr. Carofano, Mr. Feige and IUOE

Local 138—on far-ranging subjects including their knowledge of the case, their investment

strategies, and their financial background and resources. Lead Plaintiffs’ Counsel spent

significant time preparing each of these Plaintiffs for deposition. In advance of each deposition,

“deposition kits” were created for each witness. Those kits included a discussion of all important

documents (either that produced by the witness or other documents relevant to the litigation), as

well as likely areas of inquiry. In preparation for their depositions, Lead Plaintiffs’ Counsel also

met with each plaintiff in person for several hours. Collectively, BNYM spent nearly 19 hours on

the record deposing Lead Plaintiffs, and marked 59 exhibits, totaling nearly 500 pages.

113. Third, in addition to document discovery and depositions, Defendant also served

contention interrogatories on Plaintiffs, which sought wide-ranging information regarding,

among other things: (i) whether Plaintiffs contended that the Deposit Agreements prohibited

BNYM, or a third party, from applying any spread when pricing ADR-related FX conversions;

(ii) whether the Deposit Agreements required BNYM, or a third party, to set a price within less

than 24 hours; (iii) whether BNYM violated the Deposit Agreements in connection with


38

unsponsored ADRs; (iv) which Deposit Agreement provisions Plaintiffs contended BNYM

violated; (v) whether ADR holders would have received a more favorable exchange rate from a

third party; and (vi) the amount of damages. After performing a thorough investigation, Plaintiffs

submitted verified responses to Defendant’s interrogatories on April 30, 2018.

114. Finally, the Bank served requests for admission on Plaintiffs, asking Plaintiffs to

admit that their respective account statements were true and complete and admissible as business

records. The seemingly straightforward requests actually involved quite complex issues of both

fact and law. Crafting appropriate responses was therefore an exercise in caution and discretion

as much as it was a fact-gathering exercise.

10. Coordination with ERISA Action and Related Scheduling Negotiations and Issues

115. On December 31, 2015, an action was filed against BNYM alleging similar facts

to this case but asserting claims under the Employees Retirement Income Security Act of 1974

(“ERISA”), Carver v. Bank of New York Mellon, l:15-cv-10180 (S.D.N.Y.) (the “ERISA

Action”). Like this case, the ERISA Action was accepted as related to the MDL, but ultimately

assigned to this Court. On March 31, 2017, roughly six months after the MTD Order in this

Action, the Court issued an opinion and order sustaining the core claims in the ERISA Action.

116. From the outset, the Bank had sought voluntary agreement from Lead Plaintiffs’

Counsel in this Action and plaintiffs in the ERISA Action that discovery on common factual

issues be coordinated to the extent feasible. All Parties agreed that such coordination might be

warranted where circumstances permitted, and so stated in their respective Civil Case

Management Plan and Scheduling Orders.

117. Consistent with that commitment, and understanding that plaintiffs in the ERISA

Action were getting a slightly later start to document discovery in their case (due to the timing of


39

the decision on the Bank’s motion to dismiss that case), Plaintiffs agreed to extend the discovery

and other pre-trial deadlines by approximately 60 days to facilitate any possible coordination of

discovery. On May 15, 2017, consistent with the Parties’ agreement, the Court entered an order

extending all deadlines in this Action by approximately 60 days. ECF Nos. 61, 62.

118. As noted above, BNYM substantially completed its document production in this

Action on June 9, 2017. After diligently reviewing those documents, Plaintiffs began noticing

depositions of BNYM witnesses in August 2017. Thereafter, Plaintiffs met and conferred with

the Bank on deposition scheduling. During these discussions, Plaintiffs again agreed in principle

to coordinating depositions on common factual issues, such that witnesses would not be required

to sit more than once. Plaintiffs also took the position that witnesses should be available for more

than 7 hours where they may be: (i) offering non-duplicative testimony in both actions; and/or

(ii) serving as both individual fact witnesses and Federal Rule 30(b)(6) organizational witnesses

for specified topics.

119. By October 2017, with Plaintiffs poised to begin deposition discovery (and

several BNYM witnesses already confirmed), the ERISA plaintiffs told the Parties in this Action

that they were not ready to begin deposition discovery. Plaintiffs were thus left in the difficult

position of trying to meet the deadlines in this Action (including a fact discovery cut-off of

February 28, 2018 and expert disclosure deadlines preceding that date) while waiting for ERISA

plaintiffs to be ready to participate in coordinated depositions. Over the course of several weeks,

the Parties in this Action and the ERISA Action attempted to negotiate a protocol to govern

efficient discovery in both cases. They were not able to reach a consensus.

120. On November 7, 2017, BNYM wrote a pre-motion letter to Judge Cott stating

their intention to file a “motion for a protective order precluding duplicative depositions in the


40

related Actions, and requiring that Plaintiffs in both Actions coordinate their depositions of

BNYM’s witnesses to ensure that witnesses were deposed only once.” ECF No. 66. Plaintiffs

responded to the Bank’s letter on November 9, 2017. ECF No. 70. In their letter, Plaintiffs set

forth a comprehensive proposal for how deposition discovery could be coordinated to avoid

duplication of effort in both Actions.

121. On November 14, 2017, the Parties participated in a telephonic conference with

Judge Cott regarding coordination with the ERISA Action. Following the conference, Judge Cott

ordered, in large part, that Plaintiffs’ comprehensive proposal be followed, and that all deadlines

in the Action be extended by 60 days to allow the Parties in this Action and the ERISA Action to

coordinate depositions. ECF No. 72. At the same time, Judge Cott ruled that (i) any witnesses

crossed noticed in both actions be available for 10 hours, with each side having five hours on the

record for each witness; and (ii) all outstanding document discovery must be completed by

December 15, 2017. ECF No. 73.

122. Consistent with Judge Cott’s directive, the Parties efficiently used their respective

allotted time in each of the five depositions that were cross-noticed in the ERISA Action.

F. Plaintiffs’ Significant Work with Experts

123. From the outset, Plaintiffs knew that many aspects of their claims, and in

particular, the Bank’s defenses, would be the subject of expert testimony. In support of class

certification, Plaintiffs retained G. William Brown, Jr., Esq., principal of 8 Rivers Capital,

former Fellow of Duke Law School (where he has been a Professor of the Practice of Law), and

former head of FX sales at Morgan Stanley and Goldman Sachs to prepare a class-wide damages

analysis. Mr. Brown had performed the same role in the MDL, and was thus quite familiar with

BNYM’s FX record-keeping protocols and the manner in which BNYM recorded margins on FX

trades.


41

124. There were numerous steps involved in developing the factual foundation for Mr.

Brown’s analysis, which were each assisted by Lead Plaintiffs’ Counsel. Initially, based on the

language of the Deposit Agreements, Plaintiffs took the position that BNYM had promised to

provide ADR holders with FX rates that were actually available to the Bank at the time the ADR

Cash Distribution was actually converted. In contrast, Plaintiffs alleged, BNYM employed a

policy of pricing FX transactions at the outer edges of the range of prices for the trading sessions

during which the trades occurred.

125. Applying these allegations to Plaintiffs’ legal theory yielded a damages

methodology that sought to identify the difference between, on the one hand, the prices ADR

holders actually received on their FX trades and, on the other hand, the prices they should have

received had the Bank not deliberately priced FX trades at or near the least favorable rate (for the

clients) of the applicable trading range.

126. Two steps were critical to developing the proof necessary for Mr. Brown’s

analysis. First, Plaintiffs identified and acquired the data maintained by the Bank that would

allow such an analysis for a period spanning more than 20 years. This data included: the relevant

Cash Distributions for BNYM-sponsored ADRs, the volume of such Cash Distributions, the date

of relevant FX transactions by the Bank, the currencies involved in each FX transaction, the FX

rates applied by BNYM, the FX rates passed on to ADR holders and the proceeds recorded by

the Bank as a result of each FX transaction. Second, Plaintiffs needed to understand the pricing

protocols, the various systems and databases that the Bank maintained, and various coding

conventions that would permit an analysis by Plaintiffs’ expert. Such information was sought and

obtained through depositions of Bank witnesses, interrogatories, and document requests.


42

127. Through these discovery efforts, Mr. Brown was able to analyze a large volume

of transactional data and build a damages model that ultimately formed the basis for the

negotiations among the Parties that resulted in the resolution of all claims at issue here.

128. Over several months, Plaintiffs worked with Mr. Brown to refine his damages

methodology and ultimately produced a damages report, including a class-wide damages

methodology, in support of class certification.

129. In response to Mr. Brown’s report, and in anticipation of their arguments in

opposition to class certification, BNYM served Plaintiffs with the expert report of Terrence

Hendershott, Ph.D. Mr. Brown, with the assistance of Lead Plaintiffs’ Counsel, thereafter

prepared a Declaration in further support of class certification that responded to the arguments

raised by Dr. Hendershott.

130. Building on his class certification report, Mr. Brown also submitted a merits

expert report on June 4, 2018. Mr. Brown’s merits report reaffirmed the conclusions from his

original report and responded to certain criticisms lodged by Dr. Hendershott in connection with

class certification. Dr. Hendershott thereafter submitted a rebuttal expert report responding to

Mr. Brown’s merits report.

131. In connection with BNYM’s expert reports, Lead Plaintiffs’ Counsel were

required to review and digest more than 35 unique sources, totaling thousands of pages of

information. Lead Plaintiffs’ Counsel also divided responsibility for deposing Dr. Hendershott,

twice, and defending Mr. Brown’s deposition, and expended significant time preparing for such

depositions.


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G. Motion Practice

1. BNYM’s Motion for Partial Summary Judgment

132. On February 12, 2018, BNYM moved for partial summary judgment, pursuant to

Federal Rule 56, on the applicability of the statutes of limitations and Plaintiffs’ standing. ECF

No. 77. More specifically, BNYM argued vigorously that the applicable limitations periods were

not tolled because: (i) Plaintiffs (and putative class members) at all times had the information

necessary to bring their claims; (ii) Plaintiffs did not exercise diligence in bringing their claims;

and (iii) Plaintiffs could not demonstrate reasonable reliance on the Bank’s alleged concealment.

By its motion, the Bank further argued for dismissal of certain claims based on the fact that no

named Plaintiff had actually sought to avail themselves of fraudulent concealment (i.e., each had

brought only timely claims).

133. Plaintiffs filed a 25-page opposition to BNYM’s motion on March 7, 2018, which

was accompanied by a 99-paragraph Rule 56.1 response to BNYM’s statement of facts and

counterstatement of additional facts. ECF Nos. 87, 88. In their opposition, Plaintiffs argued first

that BNYM’s motion was illusory and null as it sought to dismiss the claims of absent class

members, who were not yet parties to the litigation by virtue of the fact that a class had yet to be

certified. With respect to the substance of BNYM’s motion, Plaintiffs further argued, among

other things, that genuine issues of material fact existed concerning: (i) the Bank’s concealment

of its conduct; (ii) Plaintiffs’ access to information; and (iii) Plaintiffs’ diligence. Finally,

Plaintiffs argued that the Bank’s efforts to dismiss claims on behalf of absent class members

because Plaintiffs themselves did not seek recovery based on any claims that would be time-

barred was simply an attempt to reargue class standing—an issue concerning which the Court

had deferred full consideration until class certification. ECF No. 87.


44

134. BNYM filed a reply in support of its motion on March 19, 2018. Accordingly, by

the time the Parties’ agreement-in-principle to settle the Action was reached, BNYM’s motion

for partial summary judgment had been pending for roughly six months and was ripe for

adjudication.

2. Plaintiffs’ Motion for Class Certification

135. On May 15, 2018, Plaintiffs moved for class certification. Plaintiffs’ motion was

supported by a 35-page memorandum, as well as 136 exhibits. In particular, Plaintiffs sought to

certify under Rule 23:

• A “Damages Class” consisting of all entities and individuals who are or were holders (registered or beneficially) of 100 ADRs (including any predecessor or successor securities) and received cash distributions for which the Bank charged a spread, from January 1, 1997 to the present; and

• An “Injunction Class” seeking injunctive relief for all entities and individuals who currently hold (registered or beneficially) a BNYM-sponsored ADR.

136. In connection with class certification, Lead Plaintiffs’ Counsel performed

extensive legal and factual research to understand exactly what proof would be required under

Federal Rule 23. Developing the proof necessary to certify a class spanning more than 20 years

and 100 ADRs was a formidable assignment. Plaintiffs needed to develop the tools and facts to

understand the various databases and systems that BNYM used to track, process, and settle FX

transactions. This was critical to establishing a common practice—or breach—on behalf of the

Bank. The depositions Plaintiffs took of the Bank’s FX traders and salespeople, system

developers, and executives were at times highly technical and involved the mastery of

information across multiple areas that no single BNYM employee possessed. But it was

Plaintiffs’ discovery efforts that reconstructed a cohesive narrative of BNYM’s development of

its FX practices and ADR business.


45

137. Lead Plaintiffs’ Counsel also had to discover and unite into common themes the

actual contractual obligations (supplied by the Deposit Agreements) that bound the class. As

explained in detail above, Plaintiffs performed an extensive search for and review of each of the

Deposit Agreements at issue in this Action. Prior to filing their motion for class certification,

Plaintiffs performed a substantive review of each Deposit Agreement to determine whether the

agreements: (i) supplied the obligations necessary for Plaintiffs’ breach of contract claims; and

(ii) were substantially similar to other Deposit Agreements such that class certification would be

appropriate.

138. The breadth of the evidentiary undertaking at class certification is evidenced by

the more than 100 exhibits Plaintiffs submitted in connection with that motion.

139. Not surprisingly, BNYM aggressively opposed Plaintiffs’ motion. ECF No. 130.

In opposition to Plaintiffs’ motion, the Bank argued that Plaintiffs could not unite the claims

arising from thousands of different transactions over a more than 20-year class period. The

Bank’s arguments included:

• Plaintiffs did not have class standing to represent investors who held securities other than those the Named Plaintiffs and proposed class representatives themselves held. Notably, of the 100 ADRs included in the damages class, the Named Plaintiffs held only 19.

• Plaintiffs could not demonstrate that their claims were typical of the class’s because, according to the Bank, each transaction was priced in a different way based on different considerations and variables.

• The Named Plaintiffs were not adequate to represent the class, based on their willingness to limit the damages class to 100 ADRs.

• Plaintiffs could not prove damages on a class-wide basis and Plaintiffs’ damages methodology was not appropriately tethered to the theory of breach.

140. Plaintiffs filed a reply in support of their motion on June 19, 2018, in which they

responded to each of the Bank’s arguments. ECF No. 138. As noted above, in connection with

their reply, Plaintiffs submitted a declaration from Mr. Brown. At the time of settlement,


46

therefore, Plaintiffs’ motion for class certification had been pending for approximately three

months.

3. Plaintiffs’ Motion to Add Chester County Employees Retirement Fund as Named Plaintiff

141. On April 27, 2018, in order to further protect the interests of the putative class,

Lead Plaintiffs’ Counsel moved to add Chester County as a named plaintiff. ECF No. 113. This

motion was made in light of three developments:

• BNYM’s motion for partial summary judgment (ECF No. 76), which argued that Plaintiffs could not invoke the fraudulent concealment doctrine because they did not have any claims pre-dating the limitations period;

• Mr. Carofano’s unexpected death and the personal circumstances of Ms. Normand which made her participation as a representative plaintiff, including travel to New York, difficult; and

• The recent class certification decision in a similar case, the Citi Action, in which Judge McMahon held that under the specific facts of that case, the plaintiffs only had constitutional standing to pursue claims in a representative capacity with respect to the ADRs they held.

142. Adding Chester County as a named plaintiff, Plaintiffs therefore argued, would

protect from any potential adverse ruling on class standing the claims of absent class members

who held the same 40 BNYM-sponsored ADRs as Chester County. It would also cure the alleged

deficiency argued by the Bank in its partial summary judgment motion that Plaintiffs, by virtue

of Ms. Normand’s withdrawal as a proposed class representative, did not have any claims pre-

dating their respective limitations period, and protect absent class members who would rely on

tolling based on fraudulent concealment.

143. The Bank opposed Plaintiffs’ motion on May 11, 2018. ECF No. 117. In its

opposition, BNYM argued that Plaintiffs had not shown “good cause” for relief from the

scheduling order, which provided that the deadline to amend or add parties had passed on

January 21, 2017. In particular, the Bank strenuously argued that Plaintiffs had known for more


47

than two years that BNYM would seek dismissal of certain claims on statute of limitations

grounds and challenge class standing. BNYM further argued that the prejudice that would result

from the belated joinder of Chester County also weighed against a finding of good cause.

144. Lead Plaintiffs’ Counsel filed their reply on May 18, 2018, which responded to

each of the arguments raised by the Bank. ECF No. 123. At the time of settlement, Plaintiffs’

motion to add Chester County as a named plaintiff had been pending for roughly three months

and was ripe for adjudication. While the motion was never decided by the Court, BNYM

consented to the addition of Chester County as a party to the Settlement and an additional

representative for the Settlement Class.

4. Plaintiffs’ Motion to Substitute

145. Sadly, one of the plaintiffs in this Action—Mr. Carofano—passed away during

the pendency of the litigation. On April 19, 2018, in accordance with Federal Rule 25(a), Lead

Plaintiffs’ Counsel filed a suggestion of death for Mr. Carofano.

146. Thereafter, on May 23, 2018, Plaintiffs filed a motion pursuant to Federal Rule 25

to substitute Diana Carofano, Mr. Carofano’s widow, as a party plaintiff. ECF No. 124. On June

6, 2018, BNYM filed a partial opposition to Plaintiffs’ motion. ECF No. 133. In so doing,

BNYM did not oppose Ms. Carofano’s addition as executor of Mr. Carofano’s estate, but did

oppose her substitution in her individual capacity. Id. Plaintiffs submitted a reply in further

support of their motion on June 13, 2018. ECF No. 134. At the time of settlement, Plaintiffs’

motion to substitute had been pending for roughly three months and was ripe for adjudication.

5. Contemplated Motions for Summary Judgment

147. Pursuant to the Court’s Individual Practices, motions for summary judgment were

due to be filed within 14 days of the close of fact discovery—i.e., by August 13, 2018. On July

17, 2018, the Parties submitted a joint letter to the Court requesting that the summary judgment


48

deadline be extended by approximately two months. ECF No. 141. In their letter, the Parties

further informed the Court that they had worked diligently to meet the Court’s July 30, 2018

discovery cutoff and that all discovery had, as of that time, concluded. On July 19, 2018, the

Court entered a text order approving the Parties’ proposed schedule for summary judgment and

setting a deadline of October 15, 2018 for opening motions. ECF No. 142.

148. Given the upcoming October deadline, at the time of settlement, Lead Plaintiffs

had already begun actively preparing for summary judgment, including by assembling the proofs

that would be necessary to carry an affirmative motion or defeat a motion by the Bank.

III. SUMMARY OF LEAD PLAINTIFFS’ WORK AS CLASS REPRESENTATIVES

149. In addition to the extensive discovery efforts described above, Lead Plaintiffs

performed additional duties to fulfil their responsibilities as class representatives and to further

protect the best interests of the class in the Action. Lead Plaintiffs have devoted substantial time

to meeting those responsibilities. Among other things, Lead Plaintiffs:

a. Searched their files and facilitated Lead Plaintiffs’ Counsel’s access to

financial information and documents in the possession of their financial advisors, prior to

approving the filing of this case and in connection with the investigation of the claims asserted;

b. Reviewed and approved the filing of the initial complaints and operative

Consolidated Complaint;

c. Monitored the prosecution of this Action throughout the more than three

years that it has been pending, including by receiving periodic updates on its progress and of the

Court’s rulings;

d. During discovery, and in response to document requests from the Bank,

performed further searches for documents and again ensured Lead Plaintiffs’ Counsel’s access to

responsive documents held by financial advisors;


49

e. Provided responses to written interrogatories served by the Bank;

f. In the case of Messrs. Feige and Carofano, and IUOE Local 138, sat for

depositions in September 2017 (lasting, collectively, approximately 19 hours on the record),

which included traveling to New York, New York, meeting with their attorneys for several hours

before the depositions in order to prepare, and reviewing their respective transcript for any

errors;

g. Reviewed and authorized filings in connection with class certification and

summary judgment; and

h. Stayed in contact with Lead Plaintiffs’ Counsel during the Parties’

settlement discussions and formal mediation process.

150. Moreover, each Lead Plaintiff provided Lead Plaintiffs’ Counsel with authority to

resolve the Action for the Settlement Amount and fully supports and endorses the proposed

Settlement. Further, Lead Plaintiffs believe that the attorneys representing the class have worked

diligently to secure the Settlement in the best interests of the Settlement Class. Each Lead

Plaintiff also fully supports and endorses Lead Plaintiffs’ Counsel’s request for an award of

attorneys’ fees and reimbursement of expenses.

IV. THE RISKS OF CONTINUED LITIGATION

151. At the time the Parties reached their agreement in principle to resolve this Action,

Lead Plaintiffs and Lead Plaintiffs’ Counsel had sufficient material to evaluate the strengths and

weaknesses of the claims alleged in the Complaint. Lead Plaintiffs’ Counsel’s exhaustive factual

and legal research and analysis, coupled with their review and analysis of over two million pages

of document discovery, provided them with a thorough understanding of the strengths and

weaknesses of the claims at issue in this Action.


50

152. What’s more, BNYM’s legal and factual arguments advanced in seeking

dismissal of the Complaint, in its motion for partial summary judgment, in opposition to class

certification, and during the mediation, informed Lead Plaintiffs and Lead Plaintiffs’ Counsel

that, while their case against Defendant had merit, there were also a number of factors that made

the outcome of continued litigation uncertain. These factors were conscientiously evaluated by

Lead Plaintiffs and Lead Plaintiffs’ Counsel in determining the course of action that was in the

best interests of the Settlement Class.

153. For example, while Lead Plaintiffs firmly believed discovery in the case would

fully support their claims at summary judgment and trial, there was no way to predict which

inferences, interpretations, or testimony the Court or the jury would accept. Further, the Bank has

adamantly denied any culpability throughout the Action, and was prepared to mount aggressive

defenses that could potentially foreclose any recovery for Lead Plaintiffs and the Settlement

Class. If the Court at summary judgment or the jury at trial sided with the Bank on even one of

their defenses, Lead Plaintiffs could recover nothing. As discussed herein, Lead Plaintiffs’

Counsel’s experience in the Action indicated that BNYM was prepared to challenge critical

elements of Lead Plaintiffs’ claims.

154. Some of the most serious risks the Settlement Class faced are discussed in the

following paragraphs. Lead Plaintiffs and Lead Plaintiffs’ Counsel carefully considered each of

these hurdles during the pendency of this litigation and before and during the settlement

discussions with Defendant. Ultimately, consideration of the risks and unique complexities of the

claims, thoroughly vetted during the mediated settlement discussions, informed Lead Plaintiffs’

and Lead Plaintiffs’ Counsel’s decision as to an appropriate settlement amount.


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A. Risks of Certifying a Class

155. When the Parties reached their agreement in principle to settle the Action,

Plaintiffs’ motion for class certification had been pending for roughly three months. As with all

large class actions, class certification represented a milestone in the litigation that carried

significant risk for both sides.

156. Here, the risks to class standing were particularly acute. Just two months before

Plaintiffs filed their motion for class certification in this case, Judge McMahon issued a class

certification decision in the Citi Action, a case with close factual and legal parallels to this case.

In that case, Judge McMahon found the factors related to Federal Rule 23(a) and (b) had been

met. But, with respect to class standing, Judge McMahon determined that the plaintiffs in that

case could not represent the claims of ADR Holders who had not purchased the same securities

as they had purchased because they did not share the “‘same set of concerns’ as those absent

class members who own ADRs that no named plaintiffs owned.” Merryman v. Citibank, 2018

WL 1621495, at *11 (S.D.N.Y. Mar. 22, 2018).17

157. Just like Judge McMahon had done, this Court deferred full consideration of the

class standing issue until class certification. Relying heavily on Judge McMahon’s decision as

well as recent Second Circuit authority, BNYM mounted strong arguments against class standing

in connection with its opposition to class certification. Had the Bank succeeded on these

arguments, it would have dramatically limited the number of ADRs at issue in this Action.

17 Notably, in connection with a motion to dismiss, Judge Caproni also reached a similar conclusion with respect to class standing in the Merryman v. JPMorgan Chase Bank, N.A. action, another case with similar legal and factual issues. 2016 WL 5477776, at *14 (S.D.N.Y. Sept. 29, 2016).


52

158. Beyond class standing, Lead Plaintiffs faced additional risks related to class

certification. For instance, as summarized above, the Bank mounted aggressive arguments

related to damages, typicality, and adequacy. Had the Bank succeeded in persuading the Court

that just one of these arguments was viable, it is possible that class certification could have been

denied in its entirety.

B. Risks of Proving Fraudulent Concealment

159. Similar to the risks faced in connection with class certification, Lead Plaintiffs

also faced significant risks to ultimately proving their fraudulent concealment claim. Indeed, the

Bank had already raised such arguments in connection with its motion for partial summary

judgment, which had been pending for nearly six months at the time of settlement. In connection

with that motion, the Bank argued strenuously that all of the information Lead Plaintiffs needed

to assert their claims was publicly available. Significantly, Judge Caproni had already accepted a

nearly identical argument in connection with the motion to dismiss in JPMorgan, 2016 WL

5477776, at *11, a decision on which the Bank relied heavily.

160. Had the Bank prevailed on its motion, the class period in this Action would have

been dramatically reduced—from more than 20 years to at most six years. And even if Lead

Plaintiffs were successful in defeating BNYM’s motion, they still faced substantial risk in

actually proving the claim at trial. Thus, significant risk existed with respect to the statute of

limitations and Lead Plaintiffs’ ability to prove fraudulent concealment.

C. Risks of Establishing Liability

161. Proving liability also constituted serious risk for Lead Plaintiffs. Although this

Court sustained Lead Plaintiffs’ breach of contract claims, it also noted in the MTD Order (at 7)

that “significant unresolved issues of interpretation” existed with respect to the Deposit

Agreements. Seizing on this language, BNYM steadfastly maintained that the Deposit


53

Agreements did not obligate it to price FX in any particular way. Rather, BNYM, its fact

witnesses, and its expert all maintained that the spread it retained was a perfectly acceptable (and

commercially reasonable) means of compensating it for the risks it took on in executing ADR

FX Conversions.

162. Apart from the issues with respect to contractual interpretation, BNYM further

claimed that it was insulated from liability in those cases where a third party (and not the Bank)

performed FX on the Bank’s behalf. While Lead Plaintiffs believed strongly in their ability to

establish liability, the Bank’s strong defenses made this obligation uncertain at best.

D. Risks Concerning Damages

163. Finally, even if liability could be established, Lead Plaintiffs faced risks in

establishing damages. Unlike a typical securities case, where damages are subject to a commonly

accepted methodology, there was no template for Mr. Brown to follow in this Action. Rather,

Mr. Brown’s methodology, while grounded in sound economic theory and (in Lead Plaintiffs’

view) supported by the factual record, was unique to this Action. In fact, BNYM had already

sought to undermine Mr. Brown’s damages methodology in connection with its opposition to

Lead Plaintiffs’ motion for class certification. There, the Bank argued that Mr. Brown’s

methodology: (i) did not adequately take account of available data; and (ii) had no relationship to

Plaintiffs’ theory of liability. In particular, the Bank argued that Mr. Brown’s opinion failed to

satisfy the standard set forth by the Supreme Court in Daubert v. Merrell Dow Pharmaceuticals,

Inc., 509 U.S. 579 (1993).

164. Even if the Court ultimately permitted Mr. Brown’s opinion in connection with

class certification, Lead Plaintiffs faced the very real (if not entirely likely) possibility that the

Bank would later seek to exclude Mr. Brown’s merits opinion.


54

165. BNYM likewise had put forth a highly qualified expert of its own who sought to

undermine Mr. Brown’s damages opinion. Under any circumstances, then, the issue of damages

would likely have come down to a battle of the experts. Lead Plaintiffs and Lead Plaintiffs’

Counsel recognized that the Court and the jury would be presented with very different opinions

from highly qualified experts. If the Court or the jury found BNYM’s expert testimony to be

more credible, it is very possible Lead Plaintiffs and the Settlement Class could recover nothing

at all. Accordingly, substantial risks of establishing damages still remained in the case at the time

the Settlement was reached.

V. SETTLEMENT DISCUSSIONS, MEDIATION AND NEGOTIATION OF SETTLEMENT DOCUMENTS

166. While BNYM’s motion for partial summary judgment and Plaintiffs’ motion for

class certification were pending, the Parties agreed to explore the possibility of resolving the

Action. To this end, the Parties engaged retired Federal Judge Layn R. Phillips and David

Murphy, Esq., both of Phillips ADR, to facilitate the negotiations.

167. The Parties met for an initial two-day, in-person mediation session with Judge

Phillips in New York, New York on March 22-23, 2018. Judge Phillips’ colleague, David

Murphy, a retired partner of Wachtell, Lipton, Rosen & Katz, assisted in the negotiations. In

advance of the mediation, the Parties prepared detailed mediation statements setting forth the

salient factual and legal issues, which assisted the Parties and the mediator in evaluating the

strengths and weaknesses of the case. During the course of the two-day session, Judge McMahon

issued a class certification opinion in the substantially similar Citi Action which limited class

certification in that matter to the ADRs that were purchased by the named plaintiffs in that case

but not to a broader set of ADRs governed by substantially identical deposit agreements.


55

168. The March 22-23 mediation ended unsuccessfully with the Parties too far apart in

their respective positions to reach a resolution of the Action at this time. Nonetheless, there was

sufficient momentum to continue their discussions.

169. Following the March 2018 mediation, the Parties participated in two additional in-

person mediation sessions with David Murphy, Esq., an in-person meeting without the mediator,

and numerous telephone calls and e-mail correspondence. During this time, the Parties continued

to aggressively litigate the case, with Plaintiffs filing their class certification motion, attempting

to address Judge McMahon’s opinion in the Citi Action through intervention by Chester County

which represented many ADRs at issue in the litigation, submitting a reply in support of class

certification, and deposing experts.

170. The Parties’ hard-fought, arm’s-length negotiations—spanning the course of six

months—culminated on August 10, 2018, with the acceptance of a mediator’s proposal on the

Settlement Amount of $72.5 million. Thereafter, there was extensive negotiation on the material

terms of their agreement, which took several more months. The Parties executed a term sheet

setting forth the material terms of their agreement-in-principle on October 16, 2018.

171. Thereafter, Lead Plaintiffs’ Counsel began working on various documents to

document the Parties’ Settlement as well as Lead Plaintiffs’ anticipated motion for approval of

notice to the Settlement Class. This work included obtaining bids from several organizations

specializing in class action notice and claims administration and conducting follow-up

communications with such organizations. As a result of this process, Lead Plaintiffs selected

KCC to serve as the Claims Administrator. In addition, in light of the unique aspects of the

Settlement Class and length of the Settlement Class Period here, Lead Plaintiffs retained and

worked closely with a notice expert, Jeanne Finegan of HF Media, to develop a modern,


56

comprehensive multimedia notice program to specifically target the Settlement Class Members

in this Action. See Section VII infra. During this time, Lead Plaintiffs’ Counsel also worked

with Lead Plaintiffs’ damages expert to calculate the “Average Margin Across Settlement Class

Period” for each eligible ADR as utilized in the proposed Plan of Allocation. See Section VI

below. Lead Plaintiffs also retained the services of Cornerstone Research, an economic

consulting and financial analysis firm, to assist in the identification and verification of the

CUSIPs (unique identifying numbers for securities) for each of the ADRs at issue in the

Settlement.

172. Over the following months, counsel for the Parties negotiated the specific terms

of the Stipulation and exchanged multiple drafts of the Stipulation (as well as the exhibits

thereto). The Parties also worked extensively with their experts to finalize the list of ADRs

covered by the Settlement. On January 15, 2019, the Parties executed the Stipulation setting forth

the final and binding agreement to settle the Action. On the same day, Lead Plaintiffs filed the

Stipulation (and related exhibits) along with their Unopposed Motion for Approval of the

Proposed Forms and Manner of Notice to be Disseminated in Connection with the Proposed

Settlement and supporting memorandum. ECF Nos. 146-147.

173. On January 17, 2019, the Court entered the Order Approving Issuance of Notice,

scheduling the final hearing on the Settlement and related matters for June 17, 2019 at 3:00 p.m.

ECF No. 149.

VI. THE PLAN OF ALLOCATION IS FAIR AND ADEQUATE

174. The proposed plan for allocating the Net Settlement Fund to Authorized

Recipients18 in this matter (the “Plan of Allocation” or “Plan”) is attached as Exhibit 1 to the

18 An Authorized Recipient is a Settlement Class Member who is approved for payment from the Net Settlement Fund.


57

Notice. The Plan was prepared in consultation with Lead Plaintiffs’ damages expert, and is based

on Lead Plaintiffs’ view of the average margin per ADR that BNYM retained on FX conversions

of ADR Cash Distributions as determined by Lead Plaintiffs’ damages expert. In calculating the

average margin for each of the eligible ADRs for which BNYM acted as the depositary

sponsored by an issuer (as identified in the Appendix to the Notice), Lead Plaintiffs’ damages

expert utilized data produced by BNYM concerning the amount (if any) it retained for cash

distributions issued for the ADRs during the relevant period. Table 1 of the Plan sets forth the

“Average Margin Across Settlement Class Period” for each of the 342 eligible ADRs.

175. The objective of the Plan is to equitably distribute the Net Settlement Fund among

as many Settlement Class Members as possible. In connection with the Settlement, Lead

Plaintiffs obtained contact, holding, and distribution information for over 460,500 Settlement

Class Members from BNYM’s transfer agent, Computershare. Those Settlement Class Members

(i.e., “Registered Holder Settlement Class Members”) are not required to take any action in order

to be eligible to receive a payment from the Settlement.19 On the other hand, Non-Registered

Holder Settlement Class Members who wish to participate in the distribution of the Net

Settlement Fund must submit a valid Claim Form and supporting documentation to the Court-

authorized Claims Administrator, KCC, postmarked (or submitted online) no later than August

15, 2019.

19 Registered Holder Settlement Class Members were mailed Post-Card Notices by KCC. The Post-Cards advised recipients that KCC would use the information provided by BNYM’s transfer agent to calculate their claim pursuant to the Plan, unless the information was otherwise supplemented by the Registered Holder Settlement Class Member. Accordingly, the Post-Cards further advised recipients that they should review the information provided by BNYM’s transfer agent, as accessible via the settlement website, to confirm the accuracy and completeness of the information.


58

176. In order to be potentially eligible to participate in the Settlement, a Person must

have held one of the ADRs covered by the Settlement and received a Cash Distribution (whether

a dividend, rights offering, interest on capital, sale of shares, or other distribution) in connection

with such holding. To that end, under the Plan, a “Recognized Loss Amount Per ADR” will be

calculated for each eligible ADR that was held by a Settlement Class Member during the

relevant time period (i.e., January 1, 1997 through January 17, 2019, inclusive) and for which

they received a Cash Distribution. This calculation will be done by multiplying the gross amount

of the Cash Distribution received for the eligible ADR by the Average Margin for ADR set forth

in Table 1 of the Plan. The sum of each Settlement Class Member’s Recognized Loss Amounts

Per ADR will be their “Recognized Claim” and the Net Settlement Fund will be distributed to

Authorized Recipients on a pro rata basis based on the size of their Recognized Claim in

comparison to the total Recognized Claims.

177. Once KCC has processed all claims for this matter and provided Non-Registered

Settlement Class Members with an opportunity to cure any deficiencies in their claims or

challenge the rejection of their claims, Lead Plaintiffs’ Counsel will file a motion for approval of

KCC’s determinations with respect to all claims and authorization to distribute the Net

Settlement Fund to Authorized Recipients.

178. As further set forth in the Plan, if, nine (9) months following the initial

distribution, there is a balance remaining in the Net Settlement Fund, and if it is cost-effective to

do so, Lead Plaintiffs’ Counsel will conduct a re-distribution of the funds remaining after

payment of any unpaid fees and expenses incurred in administering the Settlement, including for

such re-distribution, to Authorized Recipients who have cashed their initial distributions and

would receive at least $1.00 from such re-distribution. Re-distributions will be repeated until it is


59

determined that re-distribution of the funds remaining in the Net Settlement Fund are no longer

cost effective. Thereafter, Lead Plaintiffs’ Counsel shall seek an order from the Court: (i)

approving the recommendation that any further re-distribution is not cost effective or efficient;

and (ii) ordering the contribution of the Net Settlement Fund to a nonsectarian charitable

organization selected by the Court upon application by Lead Plaintiffs.

179. To date, there have been no objections to the Plan. In sum, Lead Plaintiffs’

Counsel believe that the Plan provides a fair and reasonable method to equitably distribute the

Net Settlement Fund among as many Settlement Class Members as possible and respectfully

submits that the Plan should be approved by the Court.

VII. LEAD PLAINTIFFS’ COUNSEL’S COMPLIANCE WITH THE COURT’S NOTICE ORDER, THE COURT’S ORDER MODIFYING THE NOTICE PLAN, AND SETTLEMENT CLASS’S REACTION TO DATE.

180. To ensure notice of the Settlement was sufficiently provided to Settlement Class

Members in this Action, Lead Plaintiffs proposed, and the Court approved by its Notice Order,

the following three-prong approach to notice: (1) mailed Post-Card Notice to Registered Holder

Settlement Class Members (i.e., Settlement Class Members who hold (or held) eligible securities

directly, are listed in the records of BNYM’s transfer agent with respect to such holdings, and

whose contact, holding, and distribution information was provided to KCC by Computershare);

(ii) an extensive media and Internet-based notice campaign utilizing a combination of print

media and online resources to target Settlement Class Members and, in particular, Non-

Registered Holder Settlement Class Members (i.e., Settlement Class Members who are not

Registered Holder Settlement Class Members, including Settlement Class Members who hold (or

held) eligible securities through a bank, broker, or other nominee rather than directly); and (iii)

two informational websites—a Settlement-specific website, www.BNYADRFXSettlement.com,


60

and a general ADR FX settlement website, www.ADRFXSettlement.com.20 By its Notice Order,

the Court authorized Lead Plaintiffs’ Counsel to retain (1) KCC as the Claims Administrator to

supervise and administer the notice procedure for the Settlement, including the mailing of Post-

Card Notices, as well as the processing of Claims and (2) HF Media as the Publication Notice

Plan Administrator to shepherd the extensive media and Internet-based notice campaign

(“Publication Notice Campaign”). ECF No. 149 ¶ 8.

181. Shortly after the entry of the Notice Order, HF Media, working under the

supervision of Lead Plaintiffs’ Counsel, commenced the Publication Notice Campaign—as

detailed in the Declaration of Jeanne Finegan (the “Finegan Declaration” or “Finegan Decl.”)

attached as Exhibit 2 hereto—with the release of the Court-approved Summary Notice over PR

Newswire on January 25, 2019. See Finegan Decl., ¶ 43. The Summary Notice contains a

general description of the Action and Settlement, the important dates and deadlines and

information on how to obtain the more detailed long-form Notice (described below). Over the

next 79 days, HF Media facilitated the publication of the Summary Notice in 8 magazines, 3

newspapers (on two separate occasions) and investment e-newsletters. Id., ¶¶ 17-34. In addition,

banner ads were served through a variety of business, news and investment websites, as well as

across social media platforms such as Facebook, Instagram, and LinkedIn—resulting in a total of

over 121 million online impressions being served to the Settlement Class. Id., ¶¶ 35-42. Through

this wide-ranging Publication Notice Campaign, HF Media estimates that each Settlement Class

Member had the opportunity to see the various publications and ads 4.4 times on average. Id.

182. Additionally, on March 18, 2019, the Claims Administrator, KCC, under the

supervision of Lead Plaintiffs’ Counsel, mailed, by first-class mail, the Court-approved Post-

20 In accordance with the Stipulation, Defendant also issued notice of the Settlement pursuant to the Class Action Fairness Act, 28 U.S.C. § 1715 on January 23, 2019.


61

Card Notice to a total of 460,551 Registered Holder Settlement Class Members whose contact,

holding, and distribution information was provided to KCC by Computershare. See Cavallo

Decl. attached as Exhibit 1 hereto, at ¶ 5. Along with advising recipients of the Settlement, their

rights in connection with it, the important dates and deadlines and information on how to obtain

further information, each Post-Card Notice contained a unique claim number and PIN to allow

recipients to access and review their holding and Cash Distribution information provided by

Computershare through a “claim portal” available on the Settlement website.21 Cavallo Decl., ¶

9.

183. In conjunction with the Post-Card Notice mailing and Publication Notice

Campaign, KCC developed and currently maintains the website dedicated to the Settlement,

www.BNYMADRFXSettlement.com (the “Settlement Website”), in order to provide Settlement

Class Members and other interested parties with information concerning the Settlement and

important dates and deadlines in connection therewith, as well as downloadable copies of the

long-form Notice, Claim Form, Stipulation, Notice Order and operative complaint. Cavallo

Decl., ¶ 8. In particular, the long-form Notice (referenced in the Summary and Post-Card

Notices) contains detailed information concerning the Action and the Settlement, including the

definition of the Settlement Class, a description of the proposed Settlement, information

regarding the claims asserted in the Action, and the proposed Plan of Allocation. The Notice also

provides information for Settlement Class Members to determine whether to: (i) submit a Claim

Form to participate in the Settlement if they are a Non-Registered Settlement Class Member; (ii)

request exclusion from the Settlement Class; or (iii) object to any aspect of the Settlement, the

21 In the event the information on the claim portal was inaccurate or incomplete, the Registered Holder Settlement Class Member can supplement the information through the Settlement website, or by contacting KCC.


62

Plan of Allocation, or the Fee and Expense Application. The Notice also informs recipients of

Lead Plaintiffs’ Counsel’s intent to apply for an award of attorneys’ fees in an amount not to

exceed 30% of the Settlement Fund and reimbursement of Litigation Expenses in connection

with the prosecution and resolution of the Action in an amount not to exceed $1,750,000, which

may include a requests for Service Awards to Lead Plaintiffs up to an aggregate amount of

$40,000. See Cavallo Decl., Ex. A. The Settlement Website also contains the claim portal for

Registered Holder Settlement Class Members to access their holding and Cash Distribution

information and provides Non-Registered Holder Settlement Class Members the ability to submit

a claim on-line. Id. ¶¶ 8-9.

184. In addition to the Settlement Website, KCC also maintains the website

www.ADRFXSettlement.com, which serves as a landing page for the online banner advertising

and provides general information regarding the Settlement, along with a link to the more

comprehensive Settlement Website. Id. ¶ 11. This website also serves as the landing page for the

settlements of the analogous ADR FX cases, Merryman et al. v. Citigroup, Inc., No. 1:15-cv-

09185-CM-KNF (S.D.N.Y.) and Merryman et al. v. JPMorgan Chase Bank, N.A., No. 1:15-cv-

09188-VEC (S.D.N.Y.). KCC also maintains a toll-free telephone number and interactive voice-

response system to respond to inquiries regarding the Settlement. Id. ¶ 7. Settlement Class

Members can contact KCC by e-mail (i.e., [email protected]) as well.

185. As noted above and as set forth in the Notice, Summary Notice, Post-Card Notice

and on the Settlement Website, the deadline for Settlement Class Members to request exclusion

from the Settlement Class or to submit objections to the Settlement, the Plan of Allocation, or the

Fee and Expense Application is May 13, 2019. To date, only six requests for exclusion have

been received (see Cavallo Decl., ¶ 13) and there have been no objections of any kind. Should


63

any additional requests for exclusion or objections be received after the date of this submission,

Lead Plaintiffs’ Counsel will address them in their reply papers to be filed on or before June 10,

2019.

VIII. LEAD PLAINTIFFS’ COUNSEL’S FEE AND EXPENSE APPLICATION

186. In addition to seeking final approval of the Settlement and Plan of Allocation,

Lead Plaintiffs’ Counsel are making an application to the Court for an award of attorneys’ fees

and reimbursement of expenses incurred during the course of the Action. Specifically, Lead

Plaintiffs’ Counsel, on behalf of Plaintiffs’ Counsel, are applying for attorneys’ fees in the

amount of 30% of the Settlement Fund and for expenses in the amount of $1,377,383.93.22 Lead

Plaintiffs’ Counsel are also seeking Service Awards in the aggregate amount of $35,000 for Lead

Plaintiffs in recognition of the work they have performed for the benefit of the Settlement Class.

187. As discussed above, the Notice informs recipients that Plaintiffs’ Counsel would

be applying for an award of attorneys’ fees in an amount not to exceed 30% of the Settlement

Fund and reimbursement of Litigation Expenses in connection with the prosecution and

resolution of the Action in an amount not to exceed $1,750,000, which amount may include a

requests for Service Awards to Lead Plaintiffs up to an aggregate amount of $40,000. Lead

Plaintiffs’ Counsel’s Fee and Expense Application is consistent with the amounts set forth in the

Notice and, to date, there have been no objections to the maximum amount of attorneys’ fees and

22 The lodestar and expense submissions of Sharan Nirmul (the “Nirmul Declaration” or Nirmul Decl.”), on behalf of Kessler Topaz, Daniel P. Chiplock (the “Chiplock Declaration” or “Chiplock Decl.”), on behalf of Lieff Cabraser, and Frank R. Schirripa (the “Schirripa Declaration” or “Schirripa Decl.”) on behalf of Hach Rose are attached hereto as Exhibits 3 through 5, respectively. These declarations set forth the names of the attorneys and professional support staff who worked on the Action and their current hourly rates, the lodestar value of the time expended by such attorneys and professional support staff, the expenses incurred by Plaintiffs’ Counsel, and the background and experience of the firms.


64

expenses set forth in the Notice. Moreover, the Fee and Expense Application is fully supported

by Lead Plaintiffs.

188. Below is a summary of the primary factual bases for Lead Plaintiffs’ Counsel’s

Fee and Expense Application. A full analysis of the factors considered by courts in this Circuit

when evaluating requests for attorneys’ fees and expenses from a common fund, as well as the

supporting legal authority, is presented in the accompanying Fee Memorandum.23

A. Lead Plaintiffs’ Counsel’s Fee Request Is Fair and Reasonable and Warrants Approval

1. The Risks of Litigation and the Need to Ensure the Availability of Competent Counsel in High-Risk, Contingent Litigation

189. The unique and significant risks faced by Plaintiffs’ Counsel in prosecuting this

Action are highly relevant to the Court’s consideration of an award of attorneys’ fees, as well as

its approval of the Settlement. Here, Defendant adamantly denied any wrongdoing and, if the

Action had continued, would have aggressively litigated their defenses through trial. As detailed

in Section IV above, Plaintiffs’ Counsel and Lead Plaintiffs faced significant risks to proving

Defendant’s liability and the full amount of the Settlement Class’s damages if the Action

continued. Notably, when the Settlement was reached, BNYM’s motion for partial summary

judgment and Named Plaintiffs’ motion for class certification (and motion to add Chester County

as a named plaintiff) were sub judice, and the outcomes of each motion carried significant risk

for both sides. In the face of such uncertainty, Plaintiffs’ Counsel were able to obtain a favorable

recovery—nearly 24% of the total margin amount attributed to the Settlement Class (i.e.,

23 Courts in this Circuit consider the following factors when determining whether a fee from a common fund is fair and reasonable: (1) the time and labor expended by counsel; (2) the risks of the litigation; (3) the magnitude and complexity of the litigation; (4) the requested fee in relation to the settlement; (5) the quality of representation; and (6) public policy considerations. See Goldberger v. Integrated Res., Inc., 209 F.3d 43, 50 (2d Cir. 2000). See also Fee Memorandum, § I.


65

approximately $304 million), as agreed to by the Parties for purposes of the Settlement, and

consistent with Lead Plaintiffs’ damages expert’s calculation during the Action.

190. These case-specific litigation risks are in addition to the risks accompanying

complex litigation generally, such as the fact that this Action was undertaken on a contingent-fee

basis. From the outset, Plaintiffs’ Counsel understood that this would be a complex, expensive,

and potentially lengthy litigation with no guarantee of ever being compensated for the substantial

investment of time and money the case would require. In undertaking that responsibility,

Plaintiffs’ Counsel were obligated to ensure that sufficient attorney resources were dedicated to

prosecuting the Action, and that funds were available to compensate staff and to cover the costs

that a case such as this requires. With an average lag time of several years for these cases to

conclude, the financial burden on contingent-fee counsel is far greater than on a firm that is paid

on an ongoing basis. Plaintiffs’ Counsel have received no compensation for their efforts in this

matter, but have dedicated over 32,500 hours in prosecuting this Action for the benefit of the

Settlement Class over the past three years.

191. Plaintiffs’ Counsel fully bore the risk that no recovery would be achieved.

Plaintiffs’ Counsel are aware that despite the most vigorous and competent efforts, a law firm’s

success in contingent litigation such as this is never guaranteed.24 Moreover, it takes hard work

and diligence by skilled counsel to develop the facts and theories that are needed to sustain a

complaint or win at trial, or to persuade sophisticated defendants to engage in serious settlement

24 For example, there are many appellate decisions affirming summary judgment and directed verdicts for defendants showing that surviving a motion to dismiss is not a guarantee of recovery. See, e.g., In re Oracle Corp., Sec. Litig., 627 F.3d 376 (9th Cir. 2010); In re Silicon Graphics Sec. Litig., 183 F.3d 970 (9th Cir. 1999); Phillips v. Sci.-Atlanta, Inc., 489 F. App’x 339 (11th Cir. 2012); In re Smith & Wesson Holding Corp. Sec. Litig., 669 F.3d 68 (1st Cir. 2012); McCabe v. Ernst & Young, LLP, 494 F.3d 418 (3d Cir. 2007); In re Digi Int’l, Inc. Sec. Litig., 14 F. App’x 714 (8th Cir. 2001).


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negotiations at meaningful levels. Plaintiffs’ Counsel also are aware of many hard-fought

lawsuits in which, because of the discovery of facts unknown when the case commenced, or

changes in the law during the pendency of the case, or a decision of a judge or jury following a

trial on the merits, excellent professional efforts by Lead Plaintiffs’ counsel produced no fee for

counsel.

192. Here, Plaintiffs’ Counsel’s efforts in the face of substantial risks and uncertainties

have resulted in what Lead Plaintiffs’ Counsel believe to be a significant and guaranteed

recovery for the benefit of the Settlement Class. In these circumstances, and in consideration of

their extensive efforts and the very favorable result achieved, Lead Plaintiffs’ Counsel submit

that the requested fee of 30% of the Settlement Fund should be approved.

2. The Work of Plaintiffs’ Counsel and the Lodestar Cross-Check

193. The work undertaken by Plaintiffs’ Counsel in prosecuting this Action and

arriving at the Settlement has been both time-consuming and challenging. Plaintiffs’ Counsel

have devoted significant efforts to the investigation, prosecution, and resolution of this Action.

As more fully described above, Plaintiffs’ Counsel: (i) conducted a significant legal and factual

investigation into BNYM’s FX conversions in connection with ADR-related distributions; (ii)

opposed BNYM’s motion to dismiss the initial complaint which required navigation of numerous

complex arguments; (iii) drafted the detailed complaints; (iv) engaged in extensive discovery

efforts, including reviewing and analyzing more than 2.7 million pages of documents and

136,000 Excel documents produced by BNYM, participating in numerous meet and confers with

BNYM’s counsel in an effort to resolve various discovery disputes, and deposing 14 fact

witnesses and defending the depositions of three Lead Plaintiffs; (v) consulted with an expert to

develop a class-wide damages methodology; (vi) opposed BNYM’s motion for partial summary

judgment based on statute of limitations and standing; (vii) fully briefed a motion for class


67

certification; and (viii) engaged in protracted settlement negotiations with Defendant’s Counsel,

including a formal mediation process facilitated by Judge Phillips. See supra Sections II.C-G. At

all times throughout the Action, Plaintiffs’ Counsel’s efforts were driven and focused on

advancing the litigation to achieve the most successful outcome for the Settlement Class,

whether through settlement or trial, by the most efficient means possible.

194. In order to avoid duplication of efforts and to promote efficiency, we maintained

daily control and monitoring of the work performed in this case. While we personally devoted

substantial time to this case, other experienced attorneys at our respective firms undertook

particular tasks appropriate to their levels of expertise, skill and experience, and more junior

attorneys and paralegals works on matter appropriate to their experience levels. Assignments,

including discovery efforts, were divided across our firms with the goal of ensuring that

efficiencies were maximized by having one of our firms take the lead on specific assignments.

See supra Section II.E.

195. The time devoted to this Action by Plaintiffs’ Counsel is set forth in the

accompanying Nirmul, Chiplock, and Schirripa Declarations filed concurrently herewith.

Included with these declarations are schedules that summarize the time expended by the

attorneys and professional support staff who worked on this case and their resulting “lodestar,”

i.e., their hours multiplied by their current hourly rates, as well as expenses (the “Fee and

Expense Schedules”). The Fee and Expense Schedules were prepared from contemporaneous

daily time records regularly prepared and maintained by the respective firms, which records are

available at the request of the Court. The hourly rates for attorneys and professional support staff

included in these schedules have been accepted in other complex litigation.


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196. In total, from the inception of this Action through April 22, 2019, Plaintiffs’

Counsel expended over 32,500 hours on the investigation, prosecution, and resolution of the

claims against BNYM for a total lodestar of $14,473,549.25.25 Thus, pursuant to a lodestar

“cross-check,” applied within the Second Circuit, Lead Plaintiffs’ Counsel’s fee request of 30%

of the Settlement Fund, if awarded, would yield a modest multiplier of 1.5 on Plaintiffs’

Counsel’s lodestar, which falls on the lower end of the range of positive multipliers awarded in

other complex cases by courts in this Circuit and elsewhere. See Fee Memorandum, § I.C.

3. The Quality of Plaintiffs’ Counsel’s Representation

197. As Plaintiffs’ Counsel’s firm biographies demonstrate, Kessler Topaz, Lieff

Cabraser and Hach Rose are highly experienced in the area of complex class actions and

commercial litigation and have a successful track record in such cases throughout the country.

See Nirmul Decl., Ex. A; Chiplock Decl., Ex. A; Schirripa Decl., Ex. A. The firms’ biographies

also describe the expertise and experience of their attorneys. The substantial result achieved for

the Settlement Class here reflects the superior quality of Plaintiffs’ Counsel’s representation.

198. The quality of the work performed by Plaintiffs’ Counsel in attaining the

Settlement should also be evaluated in light of the quality of opposing counsel. Defendant,

BNYM, was represented by skilled counsel from the nationally prominent defense firm Paul,

Weiss, Rifkind, Wharton & Garrison LLP. In the face of this knowledgeable and formidable

defense, Plaintiffs’ Counsel were nonetheless able to develop a case that was sufficiently strong

to persuade BNYM to settle the Action on terms that are favorable to the Settlement Class.

25 Lead Plaintiffs’ Counsel will continue to perform legal work on behalf of the Settlement Class should the Court approve the Settlement. Additional resources will be expended assisting Settlement Class Members with their Claim Forms and related inquiries and working with the Claims Administrator, KCC, to ensure the smooth progression of claims processing. No additional legal fees will be sought for this work.


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B. Lead Plaintiffs’ Counsel’s Request for Litigation Expenses Warrants Approval

1. Lead Plaintiffs’ Counsel Seek Payment of Plaintiffs’ Counsel’s Reasonable and Necessary Litigation Expenses from the Settlement Fund

199. Lead Plaintiffs’ Counsel also seek reimbursement from the Settlement Fund of

$1,377,383.93 for expenses that were reasonably and necessarily incurred by Plaintiffs’ Counsel

in connection with the Action. The Notice informs the Settlement Class that Lead Plaintiffs’

Counsel will apply for Litigation Expenses in an amount not to exceed $1,750,000, which

amount may include requests for Service Awards to Lead Plaintiffs up to an aggregate amount of

$40,000. The amount requested by Lead Plaintiffs’ Counsel, along with the amount requested by

Lead Plaintiffs, is well below this cap. To date, there have been no objections to these amounts.

200. From the inception of this Action, Lead Plaintiffs’ Counsel were aware that they

might not recover any of the expenses they incurred in prosecuting the claims against Defendant,

and, at a minimum, would not recover any expenses until the Action was successfully resolved.

Lead Plaintiffs’ Counsel also understood that, even assuming the Action was ultimately

successful, an award of expenses would not compensate counsel for the lost use or opportunity

costs of funds advanced to prosecute the claims against Defendant. Lead Plaintiffs’ Counsel were

motivated to, and did, take significant steps to minimize expenses wherever practicable without

jeopardizing the vigorous and efficient prosecution of the Action.

201. Lead Plaintiffs’ Counsel maintained strict control over the expenses in this

Action. Indeed, many of the expenses incurred were paid out of a litigation fund created by Lead

Plaintiffs’ Counsel and maintained by Kessler Topaz (the “Litigation Expense Fund”). Kessler

Topaz and Lieff Cabraser together contributed $1,240,000 to the Litigation Expense Fund. A

description of the payments from the Litigation Expense Fund by category is included in the


70

individual firm declaration submitted on behalf of Kessler Topaz. See Nirmul Decl., at ¶¶ 11-12,

Ex. D.

202. In addition to the expenses paid though the Litigation Expense Fund, Plaintiffs’

Counsel’s incurred additional expenses associated with the Action. These expenses are set forth

in Plaintiffs’ Counsel’s individual declarations attached as Exhibit 3 through 5 hereto and

include charges for, among other things (i) court fees; (ii) online factual and legal research; (iii)

travel; (iv) document reproduction; (v) overnight mail and courier services; (vi) court reporters;

and (vii) document database hosting.26 Courts have consistently found that these kinds of

expenses are payable from a fund recovered by counsel for the benefit of a class.

203. The largest component of Plaintiffs’ Counsel’s expenses (i.e., $1,131,491.68, or

approximately 82% of their total expenses) was incurred for their experts, mainly G. William

Brown, Jr., Esq., principal of 8 Rivers Capital. The next largest component of Plaintiffs’

Counsel’s expenses (i.e., $66,174.16) was spent in connection document hosting, followed by

$51,380.00 for mediation costs.

204. Plaintiffs’ Counsel also incurred $9,531.60 for research. This amount represents

charges for computerized research services such as Lexis Advance, Westlaw, and PACER. It is

now standard practice for attorneys to use online services to assist them in researching legal and

factual issues, and indeed, courts recognize that these tools create efficiencies in litigation and

ultimately save money for clients and the class. Some travel was also required to prosecute this

26 As attested to in the Nirmul, Chiplock, and Schirripa Declarations, these expenses are reflected on the books and records maintained by Plaintiffs’ Counsel. These books and records are prepared from expense vouchers, check records and other source materials and are an accurate record of the expenses incurred. Plaintiffs’ Counsel’s expenses are listed in detail in their firm’s respective declarations, each of which identifies the specific category of expense for which Plaintiffs’ Counsel seek reimbursement. These expense items are billed separately and are not duplicated in the respective firms’ billing rates.


71

Action, and Plaintiffs’ Counsel incurred the related costs of rail and airline tickets, meals, and

lodging. Accordingly, included in Plaintiffs’ Counsel’s total expense amount is $31,673.22 for

these travel expenses.

205. The other expenses for which Lead Plaintiffs’ Counsel seek payment are the types

of expenses that are necessarily incurred in litigation and routinely charged to clients billed by

the hour. These expenses include, among others, court fees, process servers, document-

reproduction costs, and delivery expenses.

2. Service Awards to Lead Plaintiffs Are Fair and Reasonable

206. Lead Plaintiffs’ Counsel also seek Service Awards on behalf of Lead Plaintiffs in

the aggregate amount of $35,000 to compensate them for the time, expense and unwavering

commitment to this Action.

207. During the course of this Action, as detailed in Section III above, Lead Plaintiffs

have been fully committed to pursuing the Settlement Class’s claims. Lead Plaintiffs have

effectively fulfilled their duties as class representatives, providing valuable assistance to

Plaintiffs’ Counsel during the prosecution and resolution of the Action. Specifically, Lead

Plaintiffs have monitored the Action, conferred with Plaintiffs’ Counsel, reviewed significant

pleadings, responded to discovery requests, and authorized the resolution of the Action. In

addition, in response to Defendant’s discovery requests, Lead Plaintiffs David Feige, IUOE

Local 138, and Diana Carofano’s late husband Don Carofano collectively produced more than

23,000 pages of documents and all three sat for depositions.

208. For these reasons, and in recognition of Lead Plaintiffs’ substantial efforts, we

respectfully submit that Service Awards in the aggregate amount of $35,000 (i.e., $10,000 each

for Lead Plaintiffs David Feige, IUOE Local 138, and Diana Carofano and $2,500 each for

Annie Normand and Chester County) are warranted. The aggregate amount of the Service


Awards represents 0.048% of the Settlement Amount. Settlement Class Members were informed

that Lead Plaintiffs ' Counsel could seek up to $40,000 in Service Awards for Lead Pla intiffs and,

to date, no Settlement Class Member has objected to th is request.

IX. CONCLUSION

209. For al l the reasons stated above, Lead Plaintiffs and Lead Plaintiffs ' Counsel

respectfully submit that the Settlement and the Plan of Allocation should be approved as fair,

reasonable , and adequate. Lead Plaintiffs' Counsel further submit that the requested fee of 30%

of the Settlement Fund should be approved as fair and reasonable, and the request for

reimbursement of total Litigation Expenses in the amount of $1,412,3 83 .93 , which amount

includes Service Awards to the Lead Plaintiffs in the aggregate amount of $35 ,000, should be

approved.

We each declare, under penalty of perjury, that th e lo n.:go ing l ~ 1 c ts arc tru e nd correc t.

.@~£~ . Sl l/\R/\N N ll{M~

Executed on Apri!Ll_, 2019

Executed on Apri l lq , 20 19

72


EXHIBIT 1

Case 1:16-cv-00212-JPO-JLC Document 155-1 Filed 04/29/19 Page 1 of 71



Civil Action No. 16-CV-00212-JPO-JLC

ECF Case

This Document Relates to: ALL ACTIONS

DECLARATION OF LANCE CAVALLO REGARDING

(A) RECEIPT AND PROCESSING OF REGISTERED HOLDER DATA; (B) MAILING OF THE POST-CARD NOTICE;

(C) ESTABLISHMENT OF THE TELEPHONE HOTLINE; (D) ESTABLISHMENT OF THE SETTLEMENT WEBSITES; AND

(E) REPORT ON REQUESTS FOR EXCLUSION RECEIVED TO DATE

I, Lance Cavallo, declare and state as follows:

1. I am a Senior Project Manager of Class Actions at Kurtzman Carson

Consultants LLC (“KCC”). KCC is headquartered at 3301 Kerner Boulevard, San Rafael,

California 94901. Pursuant to the Court’s January 17, 2019 Order Approving Issuance of Notice

(the “Notice Order”), Lead Plaintiffs’ Counsel were authorized to retain KCC as the Claims

Administrator in connection with the proposed Settlement of the above-captioned Action.1 I

have personal knowledge of the matters stated herein and, if called upon, could and would testify

thereto.

RECEIPT AND PROCESSING OF REGISTERED HOLDER DATA

2. In accordance with the Stipulation and Notice Order, on February 15, 2019,

KCC received from Computershare, The Bank of New York Mellon’s (“BNYM”) transfer agent,

1 All terms with initial capitalization not otherwise defined herein shall have the meanings ascribed to them in the Stipulation and Agreement of Settlement, dated January 15, 2019 (the “Stipulation”) and/or the Notice Order.


2

239 separate spreadsheets collectively containing the contact, holding, and distribution

information for Registered Holder Settlement Class Members (i.e., Settlement Class Members

who hold (or held) their eligible securities directly, who are listed in the records of BNYM’s

transfer agent with respect to such holdings, and whose contact, holding, and distribution

information has been provided by BNYM’s transfer agent). The spreadsheets contained

approximately 6.9 million lines of raw data.

3. Following the receipt of the Registered Holder Settlement Class Member

data from Computershare, KCC spent approximately 4 weeks processing the data. KCC’s efforts

with respect to this data included (a) aligning like data points across all 239 spreadsheets, (b)

separating account name information from account address information, (c) processing the

names and addresses through the National Change of Address Database (“NCOA”) to update any

addresses on file with the United States Postal Service (“USPS”), (d) grouping transactions

together based on identical name/address information for the purpose of creating one claim per

account, and (e) loading all of the data into a case-specific database. These efforts resulted in

contact, holding, and distribution information for 461,229 unique Registered Holder Settlement

Class Members.

MAILING OF THE POST-CARD NOTICE

4. Pursuant to the Notice Order, KCC was responsible for disseminating the

Post-Card Notice to Registered Holder Settlement Class Members. A copy of the Post-Card

Notice is attached hereto as Exhibit A.


3

5. On March 18, 2019, KCC caused Post-Card Notices to be mailed by first-

class mail to 460,5512 Registered Holder Settlement Class Members. Following the initial

mailing, through April 25, 2019, KCC has re-mailed 11,910 Post-Card Notices that were initially

returned as undeliverable by the USPS, but re-mailed based on updated addresses provided by

the USPS or obtained through a third-party vendor to which KCC subscribes.

6. As a result of the efforts described above, as of April 25, 2019, KCC has

mailed a total of 472,461 Post-Card Notices.

TELEPHONE HOTLINE

7. KCC established and continues to maintain a toll-free telephone number (1-

866-447-6210) for potential Settlement Class Members to call and obtain information about the

Settlement, including important dates and deadlines, and/or seek assistance from a live operator

during regular business hours. The telephone hotline became operational on January 28, 2019,

and is accessible 24 hours a day, 7 days a week. As of April 25, 2019, KCC has received a total

of 10,830 calls to the telephone hotline, of which 2,657 calls were handled by a live operator.

SETTLEMENT WEBSITES

8. To further assist potential Settlement Class Members, KCC, in coordination

with Lead Plaintiffs’ Counsel, designed, implemented and currently maintains a website,

www.BNYMADRFXSettlement.com, dedicated to the Settlement (the “Settlement Website”).

The address for the Settlement Website is set forth in the Post-Card Notice, the long-form

Notice, the Claim Form,3 and the Summary Notice which was published in various magazines,

2 Of the 461,229 unique Registered Holder Settlement Class Members provided by the transfer agent, a total of 678 had incomplete address information. Accordingly, these 678 records were removed from the mailing. 3 Copies of the long-form Notice and Claim Form are attached hereto as Exhibits B and C.


4

newspapers and investment newsletters.4 The Settlement Website became operational on

January 28, 2019, and is accessible 24 hours a day, 7 days a week. The Settlement Website lists

the exclusion, objection, and claim submission deadlines, as well as the date and time of the

Court’s Final Approval Hearing. In addition, the Settlement Website contains links to

downloadable copies of the Stipulation, the Notice Order, the Notice, the Claim Form and the

operative complaint for the Action. The Settlement Website also contains detailed instructions

for entities who wish to submit claims electronically. Finally, the Settlement Website provides

Non-Registered Holder Settlement Class Members with the ability to file a claim online.

9. In conjunction with the mailing to Registered Holder Settlement Class

Members, KCC, on March 18, 2019, added functionality (i.e., the “Claim Portal”) to the

Settlement Website so that Registered Holder Settlement Class Members could access their

holding and distribution information provided by BNYM’s transfer agent, using the Claim

Number and PIN set forth on the Post-Card Notice they received. Registered Holder Settlement

Class Members were also provided with instructions on how to amend or supplement their claim

if they believed the information contained on the Claim Portal was incorrect or incomplete.

10. KCC will continue operating, maintaining and, as appropriate, updating the

Settlement Website until the conclusion of the administration. As of April 25, 2019, the

Settlement Website has received 60,384 hits.

11. In addition to the Settlement Website, www.BNYMADRFXSettlement.com,

KCC, in coordination with Lead Plaintiffs’ Counsel, designed, implemented and currently

maintains a general ADR FX website, www.ADRFXSettlement.com, which serves as a landing

page for this Settlement as well as the settlements obtained in the related ADR FX cases,

4 The media campaign for the Settlement is detailed in the Declaration of Jeanne C. Finegan which also is being submitted with Lead Plaintiffs’ settlement submission.


http://www.bnymadrfxsettlement.com/

http://www.adrfxsettlement.com/

Exhibit A


Bank of New York Mellon ADR FX Settlement

BMA

In re: The Bank of New York Mellon ADR FX Litigation

No. 16-CV-00212-JPO-JLC (S.D.N.Y.)

THIS NOTICE ONLY PROVIDES LIMITED INFORMATION ABOUT THIS CLASS ACTION LAWSUIT

AND SETTLEMENT.

BMA-<<ClaimNumber>>

NAME/ADDRESS CHANGES (IF ANY):IF YOU HAVE A CHANGE OF NAME/ADDRESS, PLEASE FILL OUT THIS FORM AND MAIL IT TO THE CLAIMS ADMINISTRATOR VIA THE U.S.

POSTAL SERVICE. THE ADDRESS IS ON THE BACK OF THIS CARD.

First Name

Last Name

Street Address

City State Zip Code

— —Area Code Telephone Number (Home)

Email


IMPORTANT. PLEASE READ.

CLAIM NUMBER: «ClaimNumber» / PIN: «Pin»

What Is the Action About:

Who Is a Settlement Class Member:

:

What Are My Rights: do not

May 13, 2019

May 13, 2019

When Is the Final Approval Hearing: June 17, 2019 3:00 p.m

For more information visit , email or call 866-447-6210.

Bank of New York Mellon ADR FX Settlement

BMA


Exhibit B


1



This Document Relates to: ALL ACTIONS.

Civil Action No. 16-CV-00212-JPO-JLC ECF Case

NOTICE OF (I) PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT; (II) FINAL APPROVAL HEARING; AND (III) MOTION FOR ATTORNEYS’ FEES

AND REIMBURSEMENT OF LITIGATION EXPENSES TO: All entities and individuals who at any time during the period January 1, 1997 through

January 17, 2019 held (directly or indirectly, registered or beneficially), or otherwise claim any entitlement to any payment (whether a dividend, rights offering, interest on capital, sale of shares, or other distribution) in connection with, any American Depositary Share (sometimes known as an American Depositary Receipt) (“ADR”) for which The Bank of New York Mellon (“BNYM” or “Defendant”) acted as the depositary sponsored by an issuer that is identified in the Appendix to this Notice (the “Settlement Class”).

A Federal Court authorized this Notice. This is not a solicitation from a lawyer. This notice (“Notice”) is issued pursuant to Rule 23 of the Federal Rules of Civil Procedure (“Rule 23”) and an Order of the United States District Court for the Southern District of New York (“Court”). The purpose of this Notice is to advise you of the pendency of the above-captioned class action (“Action”) and the proposed settlement (“Settlement”) of the Action for $72,500,000 on the terms and provisions contained in the Stipulation and Agreement of Settlement filed in the Action and dated January 15, 2019 (“Stipulation”).1 The Honorable J. Paul Oetken is presiding over the Action. Judge Oetken has found that the prerequisites for class action certification under Rule 23 are likely to be found to be satisfied with respect to the Settlement Class (defined in ¶ 3 below) for purposes of settlement only, has approved this Notice to potential members of the Settlement Class and has scheduled a final settlement hearing for June 17, 2019, at 3:00 p.m. (“Final Approval Hearing”). The Final Approval Hearing will be held in Courtroom 706 of the Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007.

The Settlement resolves claims by David Feige, International Union of Operating Engineers Local 138 Annuity Fund2, and Annie L. Normand (collectively, “Named Plaintiffs”) and Diana Carofano and Chester County Employees Retirement Fund (“Intervenor Plaintiffs” and, together with Named Plaintiffs, “Lead Plaintiffs”), that have been asserted on behalf of the Settlement Class against BNYM. Lead Plaintiffs alleged that, during the relevant time period, BNYM, as depositary for the ADRs listed in the Appendix hereto, systematically deducted impermissible fees for conducting foreign exchange (“FX”) from cash distributions issued by foreign companies, and owed to ADR holders. BNYM denies these allegations. A more detailed description of the claims asserted by Lead Plaintiffs in the Action, as well as the history of the Action, is set forth in ¶¶ 10-22 below.

As more fully described in ¶¶ 27-36 below, the Settlement provides for $72.5 million (“Settlement Amount”) to be paid by or on behalf of Defendant for the benefit of eligible Settlement Class Members, which amount has been deposited into an interest-bearing escrow account. The Net Settlement Fund (i.e., the Settlement Amount plus any and all interest earned thereon (the “Settlement Fund”) less any (i) Taxes and Tax Expenses; (ii) Notice and Administration Costs; and (iii) attorneys’ fees and Litigation Expenses awarded by the Court) will be distributed to eligible Settlement Class Members (i.e., “Authorized Recipients”) according to a Court-approved plan of allocation. The proposed Plan of Allocation is set forth in Exhibit 1 hereto.

IMPORTANT - PLEASE NOTE: If you receive/have received a Post-Card Notice in the mail in connection with this Settlement, you are a Registered Holder Settlement Class Member (i.e., you hold (or held) the ADRs covered by this Action directly through BNYM, are listed in the records of BNYM’s transfer agent with respect to such holdings, and your contact, holding, and distribution information was provided to the Claims Administrator by BNYM’s transfer agent) and you do not have to take any action in order to be eligible to receive a payment from the Settlement. You should, however, review the information provided by BNYM’s transfer agent with respect to your holdings and distributions to confirm that 1 The Stipulation can be viewed at www.bnymadrfxsettlement.com. Any capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings ascribed to them in the Stipulation. 2 The operative complaint in the Action named International Union of Operating Engineers Local 138 Pension Trust Fund rather than International Union of Operating Engineers Local 138 Annuity Fund. The proper Named Plaintiff is International Union of Operating Engineers Local 138 Annuity Fund.


2

the information is accurate and complete. See ¶ 38 below. If you do not receive/have not received a Post-Card Notice in the mail in connection with the Settlement, you are a Non-Registered Holder Settlement Class Member and you must complete and submit a valid Claim Form in order to be eligible to receive a payment from the Settlement.

Any questions regarding this Notice, the Action, the Settlement or your eligibility to participate in the Settlement should be directed to Lead Plaintiffs’ Counsel: Sharan Nirmul, Esq., Kessler Topaz Meltzer & Check, LLP, 280 King of Prussia Road, Radnor, Pennsylvania 19087, (610) 667-7706, www.ktmc.com, and Daniel P. Chiplock, Esq., Lieff Cabraser Heimann & Bernstein, LLP, 250 Hudson Street, 8th Floor, New York, NY 10013-1413, (212) 355-9500, www.lieffcabraser.com. Further information may be obtained by contacting the Court-appointed Claims Administrator, Kurtzman Carson Consultants LLC (“KCC”), at Bank of New York Mellon ADR FX Settlement, c/o KCC Class Action Services, P.O. Box 505030, Louisville, KY 40233-5030, (866) 447-6210, [email protected]. Please DO NOT contact the Court, the Clerk’s office, BNYM, or its counsel. All questions should be directed to either Lead Plaintiffs’ Counsel or the Claims Administrator. IF YOU ARE A SETTLEMENT CLASS MEMBER, PLEASE READ THIS NOTICE CAREFULLY. This Notice explains important rights you may have, including the possible receipt of cash from the Settlement. If you are a member of the Settlement Class, your legal rights will be affected whether or not you act.

A SUMMARY OF YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM ONLINE OR POSTMARKED NO LATER THAN AUGUST 15, 2019, UNLESS YOU ARE A REGISTERED HOLDER SETTLEMENT CLASS MEMBER.

If you are a Non-Registered Holder Settlement Class Member (as defined above), this is the only way for you to be eligible to receive a payment from the Settlement.

If you are a Registered Holder Settlement Class Member (as defined above), you do not need to take any further action (i.e., submit a Claim Form) to be eligible to receive a payment from the Settlement, but if the information regarding your holdings and cash distributions as set forth on the website is incorrect or incomplete, you must notify the Claims Administrator immediately.

EXCLUDE YOURSELF FROM THE SETTLEMENT CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION SO THAT IT IS RECEIVED NO LATER THAN MAY 13, 2019.

If you are a member of the Settlement Class and choose to exclude yourself from the Settlement Class, you will not be eligible to receive any payment from the Settlement. This is the only option that allows you ever to be part of any other lawsuit against the Defendant or any of the other Releasees concerning the Released Claims. See ¶¶ 46-51 below for details.

OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN MAY 13, 2019.

If you object to the proposed Settlement, the proposed Plan of Allocation, and/or Lead Plaintiffs’ Counsel’s request for attorneys’ fees and reimbursement of Litigation Expenses, you may write to the Court and explain why you object to them. You can only object to the Settlement, the Plan of Allocation or the fee and expense request if you are a Settlement Class Member and you do not exclude yourself from the Settlement Class. See ¶¶ 56-62 below for details.

FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN MAY 13, 2019, AND GO TO THE FINAL APPROVAL HEARING ON JUNE 17, 2019.

Filing a written objection and notice of intention to appear by May 13, 2019 allows you to speak in Court, at the discretion of the Court, about the fairness of the proposed Settlement, the proposed Plan of Allocation, and/or Lead Plaintiffs’ Counsel’s request for attorneys’ fees and reimbursement of Litigation Expenses. If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection.

DO NOTHING.

You will remain a member of the Settlement Class, which means that you give up your right to sue the Defendant or any of the other Releasees about the claims that are resolved by the Settlement and you will be bound by any judgments or orders entered by the Court in the Action.

Please Note: If you are a Non-Registered Holder Settlement Class Member and do nothing, you will not be eligible to receive a payment from the Settlement.


http://www.ktmc.com/

tel:12123559500

3

WHAT THIS NOTICE CONTAINS

SUMMARY OF THE SETTLEMENT Page 3 BASIC INFORMATION

What Is The Purpose Of This Notice? Page 4 What Is This Action About? What Has Happened So Far? Page 5 Why Is This Action A Class Action? Page 6 Why Is There A Settlement? Page 6 How Do I Know If I Am Part Of The Settlement Class? Page 6 What Does The Settlement Provide? Page 7 How Do I Participate In The Settlement? What Do I Need To Do? Page 8 What Will Be My Share Of The Settlement Fund? Page 9 When Will I Receive My Payment? Page 9 Can I Exclude Myself From The Settlement Class? Page 9

THE LAWYERS REPRESENTING YOU Do I Have A Lawyer In This Case? Page 10 How Will The Lawyers Be Paid? Page 10

OBJECTIONS How Do I Tell The Court If I Do Not Like The Settlement? Page 10

THE COURT’S FINAL APPROVAL HEARING When And Where Will The Court Decide Whether To Approve The Settlement? Page 11 Do I Have To Come To The Hearing? Page 11 May I Speak At The Hearing? Page 12

IF YOU DO NOTHING What Happens If I Do Nothing At All? Page 12

GETTING MORE INFORMATION How Do I Get More Information? Page 12

LIST OF ADRS AT ISSUE IN THE ACTION Appendix

PLAN OF ALLOCATION OF NET SETTLEMENT FUND Exhibit 1

SUMMARY OF THE SETTLEMENT 1. As described in more detail below (and in the operative complaint filed in the Action), Lead Plaintiffs

allege that during the relevant time period, Defendant, BNYM, as depositary for certain ADRs, systematically deducted impermissible fees for conducting FX from cash distributions issued by foreign companies, and owed to ADR holders. A copy of the operative complaint in the Action – the Consolidated Amended Class Action Complaint dated October 26, 2016 (“Consolidated Complaint”), is available on the website for the Settlement, www.bnymadrfxsettlement.com.

2. An Escrow Account has been established to hold the Settlement Fund prior to being distributed to Authorized Recipients pursuant to the Court-approved plan of allocation. After the Settlement becomes Final and pursuant to Order of the Court, the Net Settlement Fund will be distributed to Authorized Recipients. Lead Plaintiffs estimate, with the aid of a damages expert, that the amount of the Settlement represents approximately 23 percent of the total overcharges to the Settlement Class from the alleged ADR FX practices for the relevant ADRs. This is only an estimate. BNYM does not concede the accuracy of Lead Plaintiffs’ damages expert’s calculation, or that there were any damages. A Settlement Class Member’s Recognized Claim, as explained in the Plan of Allocation, reflects Lead Plaintiffs’ view of the purported margin(s) retained by BNYM for FX conversions of ADR cash distributions. A Settlement Class Member’s actual recovery will be based upon the Net Settlement Fund, which will consist of the Settlement Fund, less certain amounts to be deducted from the Settlement Fund as described in the Stipulation, including expenses associated with providing notice to the Settlement Class, Court-awarded attorneys’ fees and Litigation Expenses (including any Service Awards to Lead Plaintiffs for the effort and time spent by them in connection with the prosecution of the Action), Taxes and Tax Expenses, and other costs related to the administration of the Settlement Fund and implementation of the Plan of Allocation, and will be allocated in accordance with the plan of allocation approved by the Court. (See ¶¶ 41-44 below and the proposed Plan of Allocation attached as Exhibit 1).


4

3. The Settlement Class is defined as follows:

All entities and individuals who at any time during the period January 1, 1997 through January 17, 2019 held (directly or indirectly, registered or beneficially), or otherwise claim any entitlement to any payment (whether a dividend, rights offering, interest on capital, sale of shares, or other distribution) in connection with, any ADR for which BNYM acted as the depositary sponsored by an issuer that is identified in the Appendix hereto. For avoidance of doubt, Settlement Class Members include all entities, organizations, and associations regardless of form, including investment funds and pension funds of any kind.

Please Note: There are exceptions to being included in the Settlement Class. A description of those persons and entities excluded by definition from the Settlement Class is provided below in ¶ 26.

4. As with any litigation, the Parties would face an uncertain outcome if this Action were to continue. Absent the Settlement, orders and appeals on class certification, summary judgment and a trial could result in a judgment or verdict greater or less than the recovery obtained by the Settlement, or no recovery at all. This Action has been hotly contested from the outset. Throughout this Action, Lead Plaintiffs and BNYM have disagreed on both liability and damages. BNYM, among other things: (1) has denied, and continues to deny, the material allegations of the Consolidated Complaint; (2) has denied, and continues to deny, any wrongdoing or liability whatsoever; (3) contests the propriety of class certification; (4) believes that its actions were a proper exercise of its judgment and were in good faith and in its best judgment, and complied with all applicable laws, rules, regulations, codes, market practices, and standards; (5) would assert certain other defenses if this Settlement is not consummated; and (6) is entering into the Settlement solely to avoid the cost, disruption, and uncertainty of continued litigation. The Parties have taken into account the uncertainty and risks inherent in this Action, particularly its complex nature, and have concluded that it is desirable that this Action be fully and finally settled on the terms and conditions set forth in the Stipulation.

5. Over the course of this Action, the Parties briefed a motion to dismiss and engaged in extensive discovery efforts, which included Defendant’s production of over 2.7 million pages of documents and over 136,000 Excel documents, Lead Plaintiffs’ production of over 23,000 pages of documents, and the Parties taking 16 fact depositions and four expert depositions and exchanging several rounds of expert reports. The Parties’ discovery efforts were coming to a close when they began discussing the possibility of resolving the Action. In addition, the Parties fully briefed Defendant’s motion for partial summary judgment and Lead Plaintiffs’ motion for class certification, both of which remained pending when the Settlement was reached.

6. Lead Plaintiffs’ Counsel in this Action, on behalf of all plaintiffs’ counsel, will apply to the Court for an award of attorneys’ fees in an amount not to exceed 30% of the Settlement Amount and reimbursement of Litigation Expenses in an amount not to exceed $1,750,000, plus interest earned on these amounts. Lead Plaintiffs will share in the allocation of the money paid to members of the Settlement Class on the same basis and to the same extent as all other members of the Settlement Class, except that, in addition thereto, Lead Plaintiffs may apply to the Court for Service Awards of up to $40,000 in the aggregate. Any Service Awards granted to Lead Plaintiffs by the Court will be payable from the Settlement Fund, and will compensate Lead Plaintiffs for their effort and time spent in connection with the prosecution of the Action, as supported by adequate written documentation of such effort and time. The aggregate amount of Service Awards (i.e., $40,000) is reflected in the maximum amount of Litigation Expenses set forth above.

BASIC INFORMATION

What Is The Purpose Of This Notice?

7. The Court has directed the issuance of this Notice to inform potential members of the Settlement Class regarding the proposed Settlement with BNYM before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and any related objections and appeals are favorably resolved, the Settlement Fund, net of the costs, fees and expenses described herein, will be allocated among eligible Settlement Class Members according to a Court-approved plan of allocation, and the Releasees and Releasors will be released from all Released Claims and Released Defendant Claims, respectively, as set forth in the Stipulation.

8. This Notice explains the Action, the Settlement, your legal rights (if you are a Settlement Class Member), what benefits are available, who is eligible for them, and how you will receive your portion of the benefits. The Notice also informs you of the Final Approval Hearing to be held by the Court to consider the fairness, reasonableness and adequacy of the Settlement and to consider Lead Plaintiffs’ Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses from the Settlement Fund, which may include Service Awards to Lead Plaintiffs.

9. The Final Approval Hearing will be on June 17, 2019 at 3:00 p.m., before the Honorable J. Paul Oetken in the United States District Court for the Southern District of New York, Courtroom 706 of the Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007, to determine:

• whether the Settlement should be approved as fair, reasonable and adequate;

• whether the Consolidated Complaint should be dismissed with prejudice pursuant to the terms of the Settlement;

• whether the Settlement Class should be certified for settlement purposes;


5

• whether notice and the means of dissemination thereof pursuant to the Settlement: (i) were appropriate and reasonable and constituted due, adequate, and sufficient notice to all persons and entities entitled to such notice; and (ii) met all applicable requirements of the Federal Rules of Civil Procedure, and any other applicable law; and

• whether Lead Plaintiffs’ Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, including Service Awards to Lead Plaintiffs, should be approved.

The issuance of this Notice is not an expression of the Court’s opinion on the merits of any claim in this Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, payment to Authorized Recipients will be made after all related appeals, if any, are favorably resolved. It is always uncertain whether such appeals can be favorably resolved, and resolving them can take time, perhaps more than a year. Please be patient.

What Is This Action About? What Has Happened So Far?

10. On January 11, 2016, the initial complaint (i.e., the “Class Action Complaint”) was filed in the Action. The Class Action Complaint asserted claims for breach of contract, breach of implied covenant of good faith and fair dealing and conversion.

11. On February 26, 2016, BNYM moved to dismiss the Class Action Complaint pursuant to Rules 12(b)(1) and 12(b)(6) of the Federal Rules of Civil Procedure and the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”). Plaintiffs opposed BNYM’s motion on March 18, 2016, and BNYM filed a reply in support of its motion on March 28, 2016.

12. By Order dated April 12, 2016, the Court designated Lieff Cabraser Heimann & Bernstein, LLP and Kessler Topaz Meltzer & Check, LLP as Interim Co-Lead Counsel for the putative class.

13. On April 15, 2016, the action titled International Union of Operating Engineers Local 138 Pension Trust Fund v. The Bank of New York Mellon, Case No. 16-cv-02834-JPO (the “Local 138 Action”), filed in the Eastern District of New York on February 19, 2016, was transferred to this Court. By Stipulation and Order Consolidating Cases and Setting Deadline for Response to Complaint in Local 138 Action, the Local 138 Action was consolidated with the Action for all purposes pursuant to Rule 42(a) of the Federal Rules of Civil Procedure, under the caption In re: The Bank of New York Mellon ADR FX Litigation, File No. 1:16-CV-00212-JPO.

14. By Opinion and Order dated September 29, 2016, the Court granted in part and denied in part BNYM’s motion to dismiss the Class Action Complaint. Specifically, the Court: (i) denied BNYM’s motion as to plaintiffs’ breach of contract claims; (ii) granted BNYM’s motion as to plaintiffs’ claims for breach of the implied duty of good faith and fair dealing and conversion; (iii) denied BNYM’s motion as to plaintiffs’ breach of contract claims under SLUSA; (iv) denied BNYM’s motion as to plaintiffs’ claims on the ground that plaintiffs lacked contractual standing; and (v) denied BNYM’s motion as to claims asserted for the period prior to 2012 (for the California plaintiffs) and 2011 (for the Virginia plaintiffs) without prejudice to renewal, either on summary judgment after discovery, or at trial. The Court also found BNYM’s argument that plaintiffs lacked class standing to represent all holders of the ADRs for which BNYM was depositary to be premature.

15. On October 19, 2016, the Court entered an order that, among other things, permitted plaintiffs to file a consolidated complaint by October 28, 2016. In accordance with that Order, Lead Plaintiffs filed the operative complaint in the Action, the Consolidated Amended Class Action Complaint (i.e., the Consolidated Complaint), on October 26, 2016. BNYM answered the Consolidated Complaint on November 23, 2016.

16. Thereafter, the Parties commenced discovery, which included BNYM producing over 2.7 million pages of documents and over 136,000 Excel documents, Lead Plaintiffs producing over 23,000 pages of documents, and the Parties taking 16 fact depositions and four expert depositions and exchanging several rounds of expert reports.

17. On February 12, 2018, BNYM moved for partial summary judgment, pursuant to Rule 56 of the Federal Rules of Civil Procedure, on the applicability of the statutes of limitations and plaintiffs’ standing. Lead Plaintiffs opposed BNYM’s motion by memoranda filed on March 7, 2018 and March 22, 2018. BNYM filed a reply in support of its motion on March 19, 2018.

18. On April 27, 2018, Lead Plaintiffs moved to add Chester County Employees Retirement Fund as a named plaintiff, which BNYM opposed on May 11, 2018. Lead Plaintiffs filed their reply on May 18, 2018.

19. On May 15, 2018, Lead Plaintiffs moved for class certification. BNYM opposed Lead Plaintiffs’ motion on June 5, 2018, and Lead Plaintiffs filed a reply in support of their motion on June 19, 2018.

20. As the Parties’ discovery efforts were coming to a close and while the Parties’ respective motions for partial summary judgment and class certification were pending, counsel for the Parties began discussing the possibility of resolving the Action. Following hard-fought, arm’s-length negotiations spanning the course of several months, including formal mediation, on August 10, 2018, the Parties accepted a mediator’s proposal on the Settlement Amount, and on October 16, 2018, the Parties entered into a term sheet setting forth the material terms of their agreement. On the same day, the Parties notified the Court of their tentative settlement.


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21. Over the next two months, the Parties negotiated and documented the specific terms and conditions of the Settlement, which are embodied in the Stipulation entered on January 15, 2019. The Stipulation can be viewed at www.bnymadrfxsettlement.com.

22. Thereafter, on January 17, 2019, the Court entered the Notice Order, approving the proposed notice plan to potential Settlement Class Members and scheduling the Final Approval Hearing to consider whether to grant final approval of the Settlement, among other things.

Why Is This Action A Class Action?

23. In a class action, one or more individuals or entities, referred to as “plaintiffs,” sue on behalf of individuals and entities who have similar claims. All of the persons and entities on whose behalf Lead Plaintiffs in this Action are suing are members of a “class” referred to in this Notice as Settlement Class Members or members of the Settlement Class. Because Lead Plaintiffs believe that the wrongful conduct alleged in this case affected all holders of the BNYM-sponsored ADRs at issue in the Action (reflected in the Appendix hereto) in the same way, Lead Plaintiffs filed their case as a putative class action. With respect to the Settlement Class, the Court has found that the prerequisite for class action certification under Rule 23 are likely to be found to be satisfied for purposes of effectuating the Settlement.

Why Is There A Settlement?

24. The Court has not expressed any opinions or reached any decisions on the ultimate merits of Lead Plaintiffs’ claims against BNYM. Instead, Lead Plaintiffs and BNYM have agreed to a Settlement to resolve the Action. In reaching the Settlement, the Parties have avoided the cost and time of further litigation, including the costs and expenses involved in taking this Action to trial, post-trial briefing and potential appeals. As with any litigation, Lead Plaintiffs would face an uncertain outcome if this case proceeded. Pursuing the Action against BNYM could result in a verdict offering relief greater than this Settlement, a verdict for less money than Lead Plaintiffs have obtained through this Settlement, or no recovery at all. Based on these risks and an evaluation of other unique risks presented by this case, Lead Plaintiffs and Lead Plaintiffs’ Counsel believe the Settlement is in the best interests of all members of the Settlement Class. Additional information concerning the Settlement and these factors is available on the website, www.bnymadrfxsettlement.com.

25. As stated above, the Settlement is the product of hard-fought, arm’s-length negotiations between Lead Plaintiffs’ Counsel and Defendant’s Counsel, both of which are very experienced with respect to complex litigation of this type. Lead Plaintiffs’ Counsel believe the proposed Settlement is fair, reasonable and adequate and in the best interest of the Settlement Class.

How Do I Know If I Am Part Of The Settlement Class?

26. The Settlement Class is defined as follows:

All entities and individuals who at any time during the period from January 1, 1997 through January 17, 2019 held (directly or indirectly, registered or beneficially), or otherwise claim any entitlement to any payment (whether a dividend, rights offering, interest on capital, sale of shares, or other distribution) in connection with, any ADR for which BNYM acted as the depositary sponsored by an issuer that is identified in the attached Appendix. For avoidance of doubt, Settlement Class Members include all entities, organizations, and associations regardless of form, including investment funds and pension funds of any kind.

BNYM and its officers, directors, legal representatives, heirs, successors, corporate parents, subsidiaries, and/or assigns, other than Investment Vehicles3 (which are not excluded), are excluded from the Settlement Class only to the extent that such persons or entities had a proprietary (i.e., for their own account) interest in any such ADR and not to the extent that they hold or held such ADR in a fiduciary capacity or otherwise on behalf of any third-party client, account, fund, trust, or employee benefit plan that otherwise falls within the definition of the Settlement Class. Also excluded from the Settlement Class are any persons and entities who or which exclude themselves from the Settlement Class by submitting a request for exclusion that is accepted by the Court. PLEASE READ THIS NOTICE CAREFULLY TO DETERMINE WHETHER YOU ARE A SETTLEMENT CLASS MEMBER AND WHETHER YOU ARE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF YOU ARE A NON-REGISTERED HOLDER SETTLEMENT CLASS MEMBER AND YOU WISH TO BE ELIGIBLE TO RECEIVE A PAYMENT FROM THE SETTLEMENT, YOU ARE REQUIRED TO SUBMIT A CLAIM FORM AND THE REQUIRED SUPPORTING DOCUMENTATION AS SET FORTH THEREIN POSTMARKED (OR RECEIVED) NO LATER THAN AUGUST 15, 2019. YOU CAN OBTAIN A COPY OF THE CLAIM FORM, OR SUBMIT A CLAIM ONLINE, AT WWW.BNYMADRFXSETTLEMENT.COM.

3 “Investment Vehicle” means any investment company or pooled investment fund, including but not limited to mutual fund families, exchange-traded funds, funds of funds, private equity funds, real estate funds, and hedge funds, in which BNYM has or may have a direct or indirect interest, or as to which its affiliates may act as an investment advisor, general partner, managing member, or any other similar capacity.


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PLEASE NOTE: If you are an ERISA Entity4, you may also have received notice concerning a proposed settlement in another action entitled Carver, et al. v. Bank of New York Mellon, et al., No. 15-CV-10180 (JPO)(JLC) (S.D.N.Y.) (the “ERISA Settlement”). Detailed information regarding the ERISA Settlement can be found on the website www.BNYMADRERISASettlement.com. The Settlement described in this Notice is separate from and in addition to the ERISA Settlement insofar as ERISA Entities are concerned. ERISA Entities eligible to participate in the ERISA Settlement can and should also consider submitting a claim to receive a distribution in connection with this Settlement.

What Does The Settlement Provide?

27. The Settlement provides for $72,500,000 to be paid by or on behalf of Defendant to settle the Action. The $72,500,000, plus interest that accrues on this amount, will be distributed to the Settlement Class after costs, expenses and fees are deducted as described below. Lead Plaintiffs estimate, with the aid of their damages expert, that the amount of the Settlement represents approximately 23 percent of the total overcharges to the Settlement Class from the alleged ADR FX practices for the relevant ADRs. This is only an estimate. BNYM does not concede the accuracy of Lead Plaintiffs’ damages expert’s calculation, or that there were any damages. A Settlement Class Member’s Recognized Claim, as explained in the Plan of Allocation, reflects Lead Plaintiffs’ view of the purported margin(s) retained by BNYM for FX conversions of ADR cash distributions. A Settlement Class Member’s actual recovery will depend upon the net amount in the Settlement Fund (after the deduction of certain amounts as described herein and in the Stipulation, including Notice and Administration Costs, Court-approved attorneys’ fees and Litigation Expenses, including any Service Awards to Lead Plaintiffs, and Taxes and Tax Expenses), which will be allocated and paid to eligible Settlement Class Members according to the plan of allocation approved by the Court.

28. The Settlement will provide for cash payments to Settlement Class Members who do not exclude themselves from the Settlement Class pursuant to ¶¶ 46-51 below. Registered Holder Settlement Class Members do not need to submit a Claim Form in order to be eligible for a payment from the Settlement. Non-Registered Holder Settlement Class Members must submit a valid Claim Form in order to be eligible to receive a payment from the Settlement.

29. If the Settlement is approved, the Court will enter a judgment (“Order and Final Judgment”). The Order and Final Judgment will dismiss with prejudice the claims alleged in the Action against Defendant, and pursuant to the Order and Final Judgment, without further action by anyone, upon the Effective Date of the Settlement, Lead Plaintiffs and each Settlement Class Member, on behalf of themselves and each of their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, shall be deemed to have, and by operation of law and of the Order and Final Judgment shall have, fully, finally and forever compromised, settled, released, resolved, relinquished, waived, and discharged each and every Released Claim (as defined below) against any of the Releasees (as defined below), and shall forever be barred and enjoined from prosecuting any or all of the Released Claims against any of the Releasees.

30. “Released Claims” means any and all claims and causes of action of every nature and description, whether known or unknown (i.e., “Unknown Claims” as defined below), asserted or unasserted, whether arising under federal, state, common, or foreign law, whether in connection with the applicable deposit agreements or otherwise, whether class, derivative, or individual in nature, that (a) were or could have been asserted in the Action, or in any other forum, that arise out of, are based upon, or relate in any way to the allegations set forth in any complaint or other pleading filed in the Action or (b) arise from, are based upon, or relate in any way to the conversion of foreign currency (including but not limited to any sale, receipt, price, charges, expenses, costs, margins, markup, spread, fee, profit, exchange, adjustment, deduction, or disclosure) in connection with the deposit agreements, depositary receipts, common share agreements and/or transfer agency, registrar, and dividend disbursing agreements, including but not limited to in connection with any payment, transfer, disbursement, or distribution (whether associated with a dividend, rights offering, interest on capital, sale of shares, stamp or other taxes, tax withholding or relief therefrom, or otherwise), in connection with any and all ADRs for which BNYM acted as the depositary at any time during the Settlement Class Period, provided, however, that the Released Claims shall not include claims under 29 U.S.C. § 1132(a) by participants, beneficiaries, trustees, or named fiduciaries of employee retirement plans for alleged breach of 29 U.S.C. §§ 1104, 1106 arising under the Employee Retirement Income Security Act of 1974, as amended. This release incorporates a waiver by Releasors of any limitation on the scope of the release that would otherwise exist under California Civil Law § 1542. “Released Claims” do not include claims arising out of, based upon, relating to, concerning, or in connection with the interpretation or enforcement of the terms of the Settlement.

31. “Releasees” means (a) BNYM, its predecessors, successors, and assigns, its direct and indirect parents, subsidiaries, and affiliates, and their respective current and former officers, directors, employees, managers, members, partners, agents (in their capacity as agents of BNYM), shareholders (in their capacity as shareholders of BNYM), attorneys, and legal representatives, and the predecessors, successors, heirs, executors, administrators, and assigns of

4 An “ERISA Entity” means an ERISA plan and any trust, pooled account, collective investment vehicle, or group insurance arrangement that files a Form 5500 annual return/report as a Direct Filing Entity (“DFE”) in accordance with the DFE Filing Requirements, such as a group trust, master trust investment account (MTIA), common/collective trust (CCT), pooled separate account (PSA), 103-12 investment entity (103-12 IE), group insurance arrangement (GSA), or collective investment vehicle that held plan assets as defined by the U.S. Department of Labor “Instructions for Form 5500, Annual Return/Report of Employee Benefit Plan.”


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each of the foregoing; (b) any custodians or subcustodians appointed by BNYM in its capacity as depositary with respect to any of the ADRs subject to this Settlement, solely in their capacity as such, and only with respect to the period that BNYM served as depositary, transfer agent, registrar, or dividend disbursing agent in connection with such ADRs; (c) any issuer of any foreign security deposited with BNYM in relation to any ADR subject to this Settlement, solely in its capacity as such, solely in relation to the conduct alleged in the Consolidated Complaint, and only with respect to the period that BNYM served as depositary, transfer agent, registrar, or dividend disbursing agent in connection with such ADR; and (d) any person or entity that converted currency on BNYM’s behalf for distribution to ADR holders during the Settlement Class Period in relation to any of the ADRs subject to this Settlement, solely with respect to such currency conversion. As used in this provision, “affiliates” means entities controlling, controlled by, or under common control with a Releasee.

32. “Unknown Claims” means any and all claims that any Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Claims, and any and all claims that Defendant does not know or suspect to exist in its favor at the time of the release of the Released Defendant Claims, which if known to him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement, including, but not limited to, his, her, or its decision to object or not to object to the Settlement or not to exclude himself, herself, or itself from the Settlement Class. With respect to any and all Released Claims and Released Defendant Claims, the Parties stipulate and agree that, upon the Effective Date, each of the Lead Plaintiffs and Defendant shall expressly waive, and each of the other Settlement Class Members shall be deemed to have, and by operation of the Order and Final Judgment shall have, expressly waived and relinquished any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or any other jurisdiction, or principle of common law that is similar, comparable, or equivalent to California Civil Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Lead Plaintiffs and Defendant acknowledge, and each of the Settlement Class Members shall be deemed by operation of law to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the Settlement.

33. In addition, if the Settlement is approved, pursuant to the Order and Final Judgment, without further action by anyone, upon the Effective Date of the Settlement, Defendant shall be deemed to have, and by operation of law and of the Order and Final Judgment shall have, fully, finally and forever compromised, settled, released, resolved, relinquished, waived, and discharged each and every Released Defendant Claim (as defined below) against the Releasors (as defined below), and shall forever be barred and enjoined from prosecuting any or all of the Released Defendant Claims against any of the Releasors.

34. “Released Defendant Claims” means any and all claims and causes of action of every nature and description, whether known or unknown (i.e., “Unknown Claims” as defined above), asserted or unasserted, whether arising under federal, state, common, or foreign law, whether in connection with the applicable deposit agreements or otherwise, whether class, derivative, or individual in nature, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims asserted in the Action against Defendant. “Released Defendant Claims” do not include claims arising out of, based upon, relating to, concerning, or in connection with the interpretation or enforcement of the terms of the Settlement.

35. “Releasors” means Lead Plaintiffs and each and every Settlement Class Member on their own behalf and on behalf of their respective predecessors, successors, beneficiaries, and assigns, direct and indirect parents, subsidiaries and affiliates, their current and former officers, directors, employees, agents, and legal representatives, and the predecessors, successors, heirs, executors, administrators, beneficiaries, and assigns of each of the foregoing, in their capacities as such. With respect to any Settlement Class Member that is a government entity, Releasors include any Settlement Class Member as to which the government entity has the legal right to release such claims. As used in this provision, “affiliates” means entities controlling, controlled by, or under common control with a Releasor.

36. Please Note: The complete terms of the Settlement are set forth in the Stipulation which may be viewed on the website www.bnymadrfxsettlement.com.

How Do I Participate In The Settlement? What Do I Need To Do?

37. If you do not receive/have not received a Post-Card Notice in the mail, you are a Non-Registered Holder Settlement Class Member. Non-Registered Holder Settlement Class Members are Settlement Class Members who are not listed in the records of BNYM’s transfer agent or whose contact, holding, and distribution information has not been provided by BNYM’s transfer agent, including those Settlement Class Members who hold (or held) their eligible securities through a bank, broker or other nominee rather than directly. If you are a Non-Registered Holder Settlement Class Member and you wish to be eligible to receive a payment from the proceeds of the Settlement, you must timely complete and return the Claim Form with adequate supporting documentation postmarked, or submitted online, no later than August 15, 2019. You can go to www.bnymadrfxsettlement.com to submit a Claim. You can also obtain a copy of the Claim Form on the website, or you may request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at 1-866-447-6210 or by sending an email to the Claims Administrator at [email protected]. Please retain all records of your holdings in the eligible ADRs, as they may be needed to document your claim. If you are a Non-Registered Holder Settlement Class Member and do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement


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Fund, but will still be bound by all the terms in the Stipulation and Settlement, including the terms of any orders by the Court and the Releases provided for therein and described above.

38. If you receive/have received a Post-Card Notice in the mail in connection with this Settlement, you are a Registered Holder Settlement Class Member (i.e., you hold (or held) the ADRs covered by this Action directly through BNYM, are listed in the records of BNYM’s transfer agent with respect to such holdings, and your contact, holding, and distribution information was provided to the Claims Administrator by BNYM’s transfer agent) and you do not have to take any further action in order to participate in the Settlement and be potentially eligible to receive a payment from the proceeds of the Settlement. The Post-Card Notice you received contains a unique Claim Number and PIN. You can use your Claim Number and PIN to access information regarding the eligible ADRs you held and the cash distributions you received in connection with such holdings that was obtained from BNYM’s transfer agent on the website www.bnymadrfxsettlement.com. Please Note: If you are a Registered Holder Settlement Class Member, your Recognized Claim and payment amount will be calculated pursuant to the information provided by BNYM’s transfer agent. It is important that you review the holding and distribution information set forth on the website to confirm that it is accurate and complete. If the information regarding your holdings and cash distributions is incorrect or incomplete, you must notify the Claims Administrator (as set forth in ¶ 72 herein) immediately. If the Claims Administrator does not hear from you, it will assume the information set forth on the website is correct and complete, and will use this information to calculate your Claim.

39. Settlement Class Members who exclude themselves from the Settlement Class pursuant to ¶¶ 46-51 below, will not receive a payment from the Net Settlement Fund.

40. PLEASE NOTE: As mentioned above, if you are an ERISA Entity, you may also have received notice concerning a proposed settlement in another action entitled Carver, et al. v. Bank of New York Mellon, et al., No. 15-CV-10180 (JPO)(JLC) (S.D.N.Y.). Detailed information regarding the ERISA Settlement can be found on the website www.BNYMADRERISASettlement.com. The Settlement described in this Notice is separate from and in addition to the ERISA Settlement insofar as ERISA Entities are concerned. ERISA Entities eligible to participate in the ERISA Settlement can and should also consider submitting a claim to receive a distribution in connection with this Settlement.

What Will Be My Share Of The Settlement Fund?

41. At this time, it is not possible to make a precise determination as to the amount of any payment that any individual Settlement Class Member may receive from the Settlement.

42. Exhibit 1 to this Notice sets forth the Plan of Allocation for allocating the Net Settlement Fund among Authorized Recipients, as proposed by Lead Plaintiffs and Lead Plaintiffs’ Counsel. At the Final Approval Hearing, Lead Plaintiffs’ Counsel will request that the Court approve the Plan of Allocation. The Court may modify the Plan of Allocation, or approve a different plan of allocation, without further notice to the Settlement Class.

43. The Plan of Allocation describes the manner by which the Net Settlement Fund will be distributed to eligible Settlement Class Members. In general, the Net Settlement Fund will be allocated to (i) Registered Holder Settlement Class Members and (ii) Non-Registered Holder Settlement Class Members who submit valid Claim Forms. The amount paid to each Authorized Recipient will depend on each Authorized Recipient’s calculated Recognized Claim, as defined in the Plan of Allocation below, relative to the Recognized Claims of other Authorized Recipients. Because the Net Settlement Fund most likely will be less than the total losses alleged to have been suffered in the Action, an Authorized Recipient’s proportionate recovery most likely will be less than their alleged loss.

44. The tax treatment of any distribution varies based upon the recipient’s tax status and treatment of its investments. The tax treatment of any distribution from the Net Settlement Fund is the responsibility of each recipient. You should consult your tax advisor to determine the tax consequences, if any, of any distribution to you.

When Will I Receive My Payment?

45. Payment is conditioned on several matters, including the Court’s approval of the Settlement and that approval becoming Final and no longer subject to any appeals. If the Court approves the Settlement and a plan of allocation, then payments to Authorized Recipients will be made after any appeals are resolved and after the completion of all Claims processing. Please be patient, as this process can take some time to complete.

Can I Exclude Myself From The Settlement Class?

46. Yes. You may request to be excluded (also referred to as “opting out”) from the Settlement Class. If you request exclusion, (a) you will not participate in any distribution of the Net Settlement Fund and will not receive any part of the Settlement Amount; (b) you will not be bound by the terms of the Settlement, including the Releases, and you will retain any right to file your own lawsuit concerning the Released Claims; and (c) you will not be able to object to the Settlement.


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47. In the event you wish to exclude yourself from the Settlement Class, you must submit a written Request for Exclusion, which must be received no later than May 13, 2019, to:

Bank of New York Mellon ADR FX Settlement c/o KCC Class Action Services

EXCLUSIONS P.O. Box 505030

Louisville, KY 40233-5030

48. In order to be valid, your Request for Exclusion must set forth: (i) your name; (ii) your address; (iii) your telephone number; (iv) the identity of the ADRs listed on the attached Appendix that you held and the cash payments you received per eligible ADR during the relevant time period; and (v) a statement that you wish to be excluded from the Settlement Class in the Action.

49. To be effective, your Request for Exclusion must be received no later than May 13, 2019. Unless otherwise ordered by the Court, any Settlement Class Member who does not submit a timely and valid Request for Exclusion as provided herein shall be bound by the Settlement. Do not request exclusion if you wish to participate in the Settlement.

50. You cannot exclude yourself on the Settlement website, by telephone or by email. If you do not follow these procedures – including meeting the deadline for requesting exclusion set forth above – you will not be excluded from the Settlement Class, and you will be bound by all of the orders and judgments entered by the Court regarding the Settlement, including the release of claims.

51. Please Note: If you decide to exclude yourself from the Settlement Class, there is a risk that any lawsuit you may file to pursue claims alleged in the Action may be dismissed, including because the suit is not filed within the applicable time periods required for filing suit. BNYM will have the right to assert any and all defenses it may have to any claims you seek to assert. Also, BNYM may terminate the Settlement if potential Settlement Class Members who meet certain criteria exclude themselves from the Settlement Class.

THE LAWYERS REPRESENTING YOU

Do I Have A Lawyer In This Case?

52. Kessler Topaz Meltzer & Check, LLP and Lieff Cabraser Heimann & Bernstein, LLP are Lead Plaintiffs’ Counsel for Lead Plaintiffs and the Settlement Class in the Action. You will not be charged directly by Lead Plaintiffs’ Counsel or any other firms representing Lead Plaintiffs in this case. If you want to be represented by your own lawyer, you may hire one at your own expense.

How Will The Lawyers Be Paid?

53. Lead Plaintiffs’ Counsel, on behalf of all plaintiffs’ counsel, will apply to the Court for an award of attorneys’ fees and reimbursement of Litigation Expenses. Lead Plaintiffs’ Counsel’s application for attorneys’ fees will not exceed 30% of the Settlement Fund plus reimbursement of Litigation Expenses not to exceed $1,750,000 incurred in connection with the prosecution and resolution of this Action. Lead Plaintiffs’ Counsel’s application for attorneys’ fees and Litigation Expenses, which may include requests for Service Awards to Lead Plaintiffs up to an aggregate amount of $40,000, will be filed by April 29, 2019, and the Court will consider this application at the Final Approval Hearing. Once filed, a copy of Lead Plaintiffs’ Counsel’s application for fees and expenses will be available for review at www.bnymadrfxsettlement.com. Any award of attorneys’ fees and reimbursement of Litigation Expenses, including any Service Awards to Lead Plaintiffs, will be paid from the Settlement Fund prior to allocation and payment to Authorized Recipients. Settlement Class Members are not personally liable for any such attorneys’ fees or expenses.

54. To date, neither Lead Plaintiffs’ Counsel nor any other firms representing Lead Plaintiffs have received any payment for their services in prosecuting this Action on behalf of the Settlement Class, nor have any counsel been reimbursed for their out-of-pocket expenses incurred in connection with litigating this Action. The attorneys’ fees requested by Lead Plaintiffs’ Counsel will compensate counsel for their efforts in achieving the Settlement for the benefit of the Settlement Class and for their risk in undertaking this representation on a contingency basis. The Court will determine the actual amount of the award.

55. By following the procedures described in ¶¶ 56-62 below, you can tell the Court that you do not agree with the attorneys’ fees and expenses Lead Plaintiffs’ Counsel intend to seek and ask the Court to deny their motion or limit the award.

OBJECTIONS

How Do I Tell The Court If I Do Not Like The Settlement?

56. Any Settlement Class Member may appear at the Final Approval Hearing and explain why it thinks the Settlement of the Action as embodied in the Stipulation should not be approved as fair, reasonable and adequate and why a judgment should not be entered thereon, why the attorneys’ fees and expenses requested by Lead Plaintiffs’ Counsel should not be awarded, in whole or in part, or why Lead Plaintiffs should not be awarded any Service Awards, in whole or in part. However, no Settlement Class Member shall be heard or entitled to contest these matters unless such Settlement Class Member has filed a written objection with the Court.


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57. To object, you must send a letter or other written statement saying that you object to the Settlement, the Plan of Allocation, and/or Lead Plaintiffs’ Counsel’s request for attorneys’ fees and Litigation Expenses (including Service Awards) in In re: The Bank of New York Mellon, No. 16-CV-00212-JPO-JLC. You must (i) include your name, address, telephone number, and signature, (ii) indicate whether the objection applies only to the objector, to a specific subset of the Settlement Class or to the entire Settlement Class, and (iii) provide a full explanation of all reasons why you object to the Settlement and state with specificity the grounds for the objection, including any legal and evidentiary support you wish to bring to the Court’s attention. You must also include documents sufficient to prove your membership in the Settlement Class, including any of the ADRs listed on the attached Appendix that you held and the cash distributions you received in connection with such holdings during the relevant time period.

58. Your written objection must be filed with the Court, and served by mail upon the counsel listed below by no later than May 13, 2019:

CLERK’S OFFICE LEAD PLAINTIFFS’ COUNSEL DEFENDANT’S COUNSEL United States District Court

Southern District of New York Clerk of the Court

Thurgood Marshall United States Courthouse 40 Foley Square

New York, NY 10007

Sharan Nirmul, Esq. Kessler Topaz Meltzer

& Check, LLP 280 King of Prussia Road

Radnor, PA 19087

Daniel P. Chiplock, Esq. Lieff Cabraser Heimann

& Bernstein, LLP 250 Hudson Street, 8th Floor New York, NY 10013-1413

Elizabeth M. Sacksteder, Esq. Paul, Weiss, Rifkind, Wharton

& Garrison LLP 1285 Avenue of the Americas

New York, NY 10019-6064

59. You may file a written objection without having to appear at the Final Approval Hearing. You may not, however, appear at the Final Approval Hearing to present your objection unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise.

60. If you wish to be heard orally at the Final Approval Hearing, and if you file and serve a timely written objection as described above, you must also file a notice of appearance with the Clerk’s Office and serve it on Lead Plaintiffs’ Counsel and Defendant’s Counsel at the addresses set forth above so that it is received on or before May 13, 2019. Persons who intend to object and desire to present evidence at the Final Approval Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such Persons may be heard orally at the discretion of the Court.

61. You are not required to hire an attorney to represent you in making written objections to any aspect of the Settlement or in appearing at the Final Approval Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Lead Plaintiffs’ Counsel and Defendant’s Counsel at the addresses set forth above so that the notice is received on or before May 13, 2019.

62. UNLESS OTHERWISE ORDERED BY THE COURT, ANY SETTLEMENT CLASS MEMBER WHO DOES NOT OBJECT IN THE MANNER DESCRIBED HEREIN WILL BE DEEMED TO HAVE WAIVED ANY OBJECTION AND SHALL BE FOREVER FORECLOSED FROM MAKING ANY OBJECTION TO THE PROPOSED SETTLEMENT, THE PLAN OF ALLOCATION AND/OR THE REQUESTS FOR ATTORNEYS’ FEES AND LITIGATION EXPENSES, INCLUDING ANY SERVICE AWARDS.

THE COURT’S FINAL APPROVAL HEARING

When And Where Will The Court Decide Whether To Approve The Settlement?

63. The Court will hold a Final Approval Hearing at 3:00 p.m. on June 17, 2019, before the Honorable J. Paul Oetken in Courtroom 706 of the United States District Court for the Southern District of New York, Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007.

64. IF YOU DO NOT WISH TO OBJECT TO THE SETTLEMENT, PLAN OF ALLOCATION OR THE REQUESTS FOR ATTORNEYS’ FEES AND LITIGATION EXPENSES (INCLUDING ANY SERVICE AWARDS), YOU NEED NOT ATTEND THE FINAL APPROVAL HEARING.

65. At the Final Approval Hearing, the Court will consider whether the proposed Settlement is fair, reasonable and adequate. If there are objections, the Court will consider them. At or after the hearing, the Court will decide whether to approve the Settlement. The Court will also consider any motions for attorneys’ fees, expenses of plaintiffs’ counsel, and Service Awards for Lead Plaintiffs, as well as the proposed Plan of Allocation. We do not know how long these decisions will take.

Do I Have To Come To The Hearing?

66. No. Lead Plaintiffs’ Counsel will answer any questions that the Court may have about the Settlement at the Final Approval Hearing. You are not required to attend the Final Approval Hearing but are welcome to come at your own expense. If you send an objection, you do not have to come to Court to discuss it. As long as you filed your written


12

objection on time, it will be before the Court when the Court considers whether to approve the Settlement as fair, reasonable and adequate. You may also have your own lawyer attend the Final Approval Hearing at your expense, but such attendance is not mandatory. See ¶¶ 56-62 above.

67. The Final Approval Hearing may be rescheduled by the Court without further notice to the Settlement Class. If you wish to attend the Final Approval Hearing, you should confirm the date and time with Lead Plaintiffs’ Counsel.

May I Speak At The Hearing?

68. If you are a Settlement Class Member and you have filed a timely objection, and if you wish to speak, present evidence or present testimony at the Final Approval Hearing, you must state in your objection your intention to do so, and must identify any witnesses you intend to call or evidence you intend to present. See ¶ 60 above.

IF YOU DO NOTHING

What Happens If I Do Nothing At All?

69. If you are a member of the Settlement Class and do nothing and the Settlement is approved, you will be bound by the terms of the Settlement and you will be deemed to have released all Released Claims against all of the Releasees.

70. If you are a Registered Holder Settlement Class Member and do nothing, you will receive your pro rata payment from the Settlement as described in the Plan of Allocation attached hereto as Exhibit 1, or according to such other plan of allocation the Court approves. The Claims Administrator will calculate your Recognized Claim using the information regarding your cash distributions provided by BNYM’s transfer agent. However, if you are a Non-Registered Holder Settlement Class Member and do nothing, you will not be eligible to receive a payment from the Settlement. If you are a Non-Registered Holder Settlement Class Member, you must submit a valid Claim Form to be eligible to receive a payment from the Settlement.

GETTING MORE INFORMATION

How Do I Get More Information?

71. This Notice contains only a summary of the terms of the proposed Settlement. For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Clerk, United States District Court for the Southern District of New York, Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007. Additionally, copies of the Stipulation, this Notice, the Claim Form, the proposed Order and Final Judgment, and any related orders entered by the Court will be posted on the website maintained by the Claims Administrator, www.bnymadrfxsettlement.com.

72. All inquiries concerning this Notice and the Claim Form, or requests for additional information, should be directed to:

Bank of New York Mellon ADR FX Settlement c/o KCC Class Action Services

P.O. Box 505030 Louisville, KY 40233-5030

1-866-447-6210 [email protected]

Court-Approved Claims Administrator

and/or

Sharan Nirmul, Esq. KESSLER TOPAZ MELTZER

& CHECK, LLP 280 King of Prussia Road

Radnor, PA 19087 (610) 667-7706 [email protected]

Daniel P. Chiplock, Esq. LIEFF CABRASER HEIMANN

& BERNSTEIN, LLP 250 Hudson Street

8th Floor New York, NY 10013-1413

(212) 355-9500 [email protected]

Lead Plaintiffs’ Counsel for the Settlement Class

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANT OR ITS COUNSEL REGARDING THIS NOTICE.

Dated: January 17, 2019 By Order of the Court United States District Court Southern District of New York


mailto:[email protected]

13

APPENDIX

ISSUER CUSIPs

ABI SAB GROUP HOLDING LTD 78572M105 836216309 836220103

ACCOR SA 00435F101 00435F309

ADIDAS AG 00687A107

ADMINISTRADORA DE FONDOS DE PE 00709P108

AES TIETE ENERGIA SA 00809V203 00808P207 00808P108

AIXTRON SE 009606104

ALCATEL-LUCENT SA 013904305

ALLIED IRISH BANKS PLC 019228402 019228303

ALSTOM SA 021244108

ALTANA AG 02143N103

ALUMINA LTD 022205108

AMBEV SA 20441W203 02319V103

ANGLO AMERICAN PLC 03485P102 03485P300

ANGLO PLATINUM 035078104

ANGLOGOLD ASHANTI LTD 035128206 043743103 043743202

ANHEUSER-BUSCH INBEV SA/NV

03524A108 157123209 40051F100 74838Y207

ARKEMA SA 041232109

ARM HOLDINGS PLC 042068106

ASSICURAZIONI GENERALI SPA 465234102

ASTRA AB 046298105 046298204

AUSTRALIA & NEW ZEALAND BANKIN 052528304

AV GOLD 035134303

AXA SA 054536107 149188104 866791106

B.A. 060587508 060593100


14

ISSUER CUSIPs

BANCO BILBAO VIZCAYA ARGENTARI

059458208 059456202 059456301 059456103 058925108 05946K101 059594408 059594507 07329Q507 07329Q200 07329Q309

BANCO COMERCIAL PORTUGUES SA 059479303 059479709

BANCO DO BRASIL SA 059578104

BANCO POPOLARE SC 059471102 059633107

BANCO SANTANDER BRASIL SA 05964H105 05967A107

BANCO SANTANDER CHILE 05965F108 05965X109

BANK OF IRELAND 46267Q103

BANK OF TOKYO-MITSUBISHI FJ L 065379109

BARCLAYS AFRICA GROUP LTD

06738E204 06742G302 06739H776 06739H511 06739H362 06739F390

BASF SE 055262505 019097104

BASS PLC 069904209

BAT INDUSTRIES PLC 055270508

BAYER AG 072730302

BBVA BANCO FRANCES SA 059591107 07329M100

BG GROUP LTD

055434203 052578408 055434104 780259206 780259107

BIDVEST GROUP LTD/THE 088836101 088836200 088836309

BILLABONG INTERNATIONAL 090055104

BLUE CIRCLE INDUSTRIES 095342408 095342507

BNP PARIBAS SA 05565A202 05565A103 066747106

BOEHLER-UDDEHOLM AG 097356307


15

ISSUER CUSIPs

BRASIL TELECOM PARTICIPACOES S

10553M101 10553M200 105530109 670851104 670851203

BRASILAGRO - CO BRASILEIRA DE 10554B104

BRASKEM SA 105532105 217252105 86959M101

BRF SA

10552T107 71361V204 71361V303 71361V105

BRITISH AMERICAN TOBACCO PLC 110448107

BRITISH STEEL 111015301

BUNZL PLC 120738406 120738307

BURMAH CASTROL PLC 122169303

CENCOSUD SA 15132H101 802233106

CENTRICA PLC 15639K102 15639K201 15639K300

CHILCOTT UK LTD 363240102 93443W109

CHINA AGRI-INDUSTRIES HOLDINGS 16940R109

CHORUS LTD 17040V107

CHUNGHWA TELECOM CO., LTD. 17133Q205

CIA BRASILEIRA DE DISTRIBUICAO 20440T201 20440T102

CIA CERVEJARIA BRAHMA 20440X103 20440X202

CIA DE BEBIDAS DAS AMERICAS-AM 20441W104

CIA DE SANEAMENTO BASICO DO ES 20441A102

CIA DE TRANSMISSAO DE ENERGIA 20441Q107 20441Q206

CIA ENERGETICA DE SAO PAULO 20440P209 20440P407

CIA PARANAENSE DE ENERGIA 20441B308 20441B407

CIE FINANCIERE RICHEMONT SA 204318109

COCA COLA HELLENIC BOTTLING CO 1912EP104

COCA-COLA AMATIL LTD 191085208


16

ISSUER CUSIPs COCA-COLA FEMSA SAB DE CV 191241108

COFLEXIP SA 192384105

COMMERZBANK AG 202597308 202597605

COMMONWEALTH BANK OF AUSTRALIA 202712303 202712600

COMP. DE GERACAO DE ENERGIA EL

20441P109 20441P208 20441R204 20441R105 264398108 264398207

COMPASS GROUP PLC 20449X104 20449X203 20449X302

CONTINENTAL AG 210771200

CONVERIUM 21248N107

CORUS GROUP LTD 22087M101

COSCO SHIPPING INTERNATIONAL S 22112Y203

CRANEWARE PLC 224465104

CRAYFISH CO. LTD. 225226208

CREDIT SUISSE GROUP AG 225401108

CRH PLC 12626K203

CRUCELL NV 228769105

DAI NIPPON PRINTING CO LTD 233806306

DANKA BUSINESS SYSTEMS PLC 236277109

DBS GROUP HOLDINGS LTD 23304Y100

DELHAIZE GROUP SCA 29759W101

DEUTSCHE BANK AG 251525309

DEUTSCHE LUFTHANSA AG 251561304 549836500

DEUTSCHE POST AG 25157Y202

DIAGEO PLC 25243Q205 25243Q106 402033302

DOLLAR PREF RESTRICTED 4-2 B E 6162*1019 6162*1017

DOMINION MINING LTD 257457309

DRDGOLD LTD 26152H103 26152H301 266597301

DRESDNER BANK AG 261561302


17

ISSUER CUSIPs 261561401

DUCATI MOTOR HOLDING SPA 264066101

ELETROPAULO METROPOLITANA ELET 286203302

ELF AQUITAINE SA 286269105

EMBOTELLADORA ANDINA SA 29081P204 29081P303

EMBRATEL PARTICIPACOES SA 29081N100 29081N209

EMPRESAS ICA SAB DE CV 292448107

ENGIE BRASIL ENERGIA SA 892360108 29286U107 892360306

ENI LASMO PLC 501730204

ENI SPA 26874R108

ENIIM 10 PERP 501730303

ERSTE GROUP BANK AG 296036304

EVRAZ HIGHVELD STEEL & VANADIU 30050A301

FERGUSON PLC 97786P100

FIBRIA CELULOSE SA 92906P106

FILA HOLDING S.P.A 316850106

FOMENTO ECONOMICO MEXICANO SAB 344419106

FOSTER'S GROUP PTY LTD 350258307

FRESENIUS MEDICAL CARE AG & CO 358029106 358029205

GALLAHER GROUP LTD 363595109

GATES WORLDWIDE LTD 890030208

GAZPROM NEFT PJSC 36829G107

GAZPROM PJSC

47973C305 753317304 753317205 753317106

GENESYS 37185M209

GERDAU SA 373737105

GETLINK SE 39944Q109

GLAXOSMITHKLINE PLC 37733W105

GOL LINHAS AEREAS INTELIGENT 38045R107

GOLD FIELDS LTD

262026503 38059R100 38059T106 380596205 957654304


18

ISSUER CUSIPs GRUPO AEROPORTUARIO DEL CENTRO 400501102

GRUPO AEROPORTUARIO DEL PACIFI 400506101

GRUPO AEROPORTUARIO DEL SUREST 40051E202

GRUPO CASA SABA SAB DE CV 40048P104

GRUPO ELEKTRA, S.A. DE C.V. 40050A102

GRUPO FINANCIERO BANORTE SAB D

400486106 059456400 059456509 40051M105 40052P107 400486304 40051M204

GRUPO MEX DESARROLLO 40048G104 40048G203

GRUPO TELEVISA SAB 40049J206

HANNOVER RUECK SE 410693105

HARMONY GOLD MINING CO LTD 413216300

HBOS PLC 42205M106

HELLENIC TELECOMMUNICATIONS OR 423325307

HENKEL AG & CO KGAA 42550U109 42550U208

HILLSDOWN HOLDINGS PLC 432586204

HMS HYDRAULIC MACHINES & SYSTE 40425X100

HOECHST GMBH 434390308

HOT TELECOMMUNICATION SYSTEM L 576561104

HYDROMET CORP LTD 449003102

IGATE COMPUTER SYSTEMS LTD 703248203

IMPERIAL HOLDINGS LTD 452833106 452833205

INCITEC PIVOT LTD 45326Y206

INDOSAT TBK PT 744383100

INDUSIND BANK LTD 45579Q108

INDUSTRIAS BACHOCO SAB DE CV 456463108

INDUSTRIE NATUZZI S.P.A. 456478106

INFORMA PLC

093529204 45672B206 45672B305 90265U203 90969M101

INTERCONTINENTAL HOTELS GROUP 45857P103 458573102 458573201


19

ISSUER CUSIPs INTERNATIONAL POWER LTD 46018M104

INTESA SANPAOLO SPA 05944F104 46115H107

INVENSYS LTD 461204109

INVERSIONES AGUAS METROPOLITAN 46128Q201

ITAU UNIBANCO HOLDING SA

059602102 465562106 059602201 90458E107

J SAINSBURY PLC 466249208

JOHNSON MATTHEY PLC 479142309 479142408 479142507

JULIUS BAER GROUP LTD 481369106

KIDDE PLC 493793103

KINGFISHER PLC 495724403 495724205 495724304

KINGSGATE CONSOLIDATED LTD 496362104

KLABIN SA 45647P108 49834M100

KOMATSU LTD 500458401

KOMERCNI BANKA AS 500459409

KONINKLIJKE AHOLD N.V. 500467303 500467402 500467AA3

KOOR INDUSTRIES LTD 500507108

KROTON EDUCACIONAL SA 50106A402

KUMBA IRON ORE LTD 50125N104

LADBROKE GROUP INC 505727305 505730101

LAGARDERE SCA 507069102

LAN AIRLINES S.A. 501723100

LEGAL & GENERAL GROUP PLC 52463H103

LENDLEASE GROUP 526023205

LHR AIRPORTS LTD 05518L206

LIBERTY GROUP LTD

140487109 530616101 53055R103 53055R202 530706100 530706209


20

ISSUER CUSIPs

LIHIR GOLD LTD 532349206 532349107

LLOYDS BANKING GROUP PLC 539439109

LONMIN PLC 54336Q104 54336Q203 543374409

LUKOIL PJSC

69343P105 677862104 677862807 677862302 677862203

LUXOTTICA GROUP SPA 55068R202

LVMH MOET HENNESSY LOUIS VUITT 502441207

MACQUARIE GROUP LTD 55607P105 55607P204

MADECO, S.A. 556304103 556304202

MAHANAGAR TELEPHONE NIGAM LTD 559778402

MAKITA CORP 560877300

MANNESMANN A.G. 563775303

MASISA SA 574799102 574800108

METSO OYJ 592671101 754183101 920232303

MIZUHO FINANCIAL GROUP INC 359558103 60687Y109

MMC NORILSK NICKEL PJSC 46626D108 55315J102

MMI HOLDINGS LTD/SOUTH AFRICA 55314H107

MOBILE TELESYSTEMS PJSC 61946A106

MOL HUNGARIAN OIL & GAS PLC 831595202

MOSENERGO PJSC 037376100 037376308

MTN GROUP LTD 62474M108

NATIONAL AUSTRALIA BANK LTD 632525408

NATIONAL BANK OF GREECE SA 633643507 633643408

NATIONAL GRID 636274102 636274300 636274409

NATIONAL POWER PLC 637194408


21

ISSUER CUSIPs NATUZZI SPA 63905A101

NEC CORP 629050204 81661W109

NEDBANK GROUP LTD 63975P103 63975K104 63975P202

NET SERVICOS DE COMUNICACAO SA 37957X102

NEWCREST MINING LTD 651191108

NEWMONT AUSTRALIA PTY LTD 390290104 656190105 656190204

NIPPON YUSEN KK 654633304

NOMURA HOLDINGS INC 65535H208

NTT DOCOMO INC

62942M201 62942M102 629424201 62942M300 629424102 629424508 629424409

ORANGE POLSKA SA 87943D108

ORANGE SA 35177Q105 35177Q204 35177QAB1

PARTNER COMMUNICATIONS CO LTD 70211M109

PEARSON PLC 705015105

PERNOD RICARD SA 019121102 714264108

PETROCHINA CO LTD 71646E100

PETROLEO BRASILEIRO SA 71654V101 71654V408

PFLLN 1.35 74050U206

PHAROL SGPS SA 737273102

POLSKI KONCERN NAFTOWY ORLEN S 731613402

POLYUS PJSC 678129107 73181P102

POWERGEN LTD 738905405

PREMIER FARNELL LTD 74050U107

PROVIDENT FINANCIAL PLC 74387B103

PUBLICIS GROUPE SA 74463M106 F76080112 785144205


22

ISSUER CUSIPs

QANTAS AIRWAYS LTD 74726M406 74726M505

QBE INSURANCE GROUP LTD 74728G605

RACAL ELECTRONICS PLC 749815403

RANDSTAD UK HOLDING LTD 81617E203

RBS 11.2 PERP 780097309

RBS 6.35 PERP 780097770

RBS 8 1/2 PERP 780097804 780097853

RBS 8.1 PERP 780097705

RBS 8.2125 PERP 780097606

RBS 9 1/2 PERP 780097408

REED ELSEVIER NV

758204101 758205108 758204200 758205207

RENTOKIL INITIAL PLC 760125104

REPSOL SA 76026T205

REXAM LTD 761655406 761655505 761655604

RHODIA SA 762397107 762397206

RIO TINTO FRANCE SAS 705151207

RIO TINTO PLC

767202104 767204100 045074101 126170505 74974K706

ROCHE HOLDING AG 771195104 771195401

ROLLS-ROYCE HOLDINGS PLC 775781206

ROYAL BANK OF SCOTLAND/ABN 780097721 780097739

RUSHYDRO PJSC

466294105 782183123 782183131 782183404 466294204

RWE AG 74975E303 74975E402

RWE GENERATION UK HOLDINGS PLC 45769A103

RYANAIR HOLDINGS PLC 783513104


23

ISSUER CUSIPs SADIA SA 786326108

SANOFI

80105N105 762426AC8 762426401 80105N204

SANTANDER UK PLC 002920106 002920700

SANUK 8 3/4 PERP 002920205

SAP SE 803054204 803054303

SAPPI LTD 803069103 803069202 108510041

SASOL LTD 803866300

SBERBANK OF RUSSIA PJSC 80585Y308

SCOTTISH POWER PLC 81013T408 81013T705

SEGA SAMMY HOLDINGS INC 815794102

SEKISUI HOUSE LTD 816078307

SERONO 81752M101

SEVERSKY TUBE WORKS PJSC 818146102

SHELL TRANSPORT & TRADING CO L 822703609

SHISEIDO CO LTD 824841407

SHOPRITE HOLDINGS LTD 82510E209

SIBANYE GOLD LTD 03840M109 825724206

SIGNET JEWELERS LTD 82668L872

SIMS METAL MANAGEMENT LTD 829160100

SIX CONTINENTS LTD 830018107

SKY PLC 111013108

SMITHKLINE BEECHAM LTD 832378301

SOCIEDAD QUIMICA Y MINERA DE C 833636103

SOCIEDAD QUMICA Y MINERA DE CHILE 833635105

SOCIETE GENERALE SA 784320103 784320202 83364L109

SODEXO SA 833792104

SOFTBANK GROUP CORP 471104109

SOUTHERN ELECTRIC PLC 144A 842809709 842809402

SPARK NEW ZEALAND LTD 84652A102


24

ISSUER CUSIPs 879278307 879278208

SSE PLC 810133405 810133702 81012K309

STANDARD BANK GROUP LTD 853118206

STATOIL ASA 85771P102

SUBMARINO S.A. - REG S 86431P300 86431P508

SUMITOMO MITSUI FINANCIAL GROU 865622104

SUNCORP GROUP LTD 867232100

SURGUTNEFTEGAS OJSC 46625F104 868861204 868861105

SVENSKA CELLULOSA AB SCA 869587402

SWEDISH MATCH AB 870309507

SWIRE PACIFIC LTD 870794302 870794401 870797404

SWISSCOM AG 871013108

SYNGENTA AG 87160A100

TABCORP HOLDINGS LTD 873306203

TATA COMMUNICATIONS LTD

876564105 92659G402 92659G600 92659G303

TATE & LYLE PLC 876570607

TATNEFT PJSC

03737P207 03737P108 65486P100 876629205

TDC A/S 87236N102

TELE CELULAR SUL PART S.A. 879238103

TELE CENTRO OESTE CELULAR PART 87923P105

TELE NORDESTE CELULAR PARTICIP 87924W109

TELE NORTE LESTE PARTICIPACOES 87924Y105 879246106

TELE SUDESTE CELULAR PARTICIPA 87943B102 879252104

TELE2 AB 87952P109 87952P208

TELECOMUNICACOES BRASILEIRAS S 879287209


25

ISSUER CUSIPs TELEKOM AUSTRIA AG 87943Q109

TELEKOMUNIKASI INDONESIA PERSE 715684106

TELEMIG CELULAR PARTICIPACOES 87944E105

TELESP PARTICIPACOES S.A. 87952L108 87952K100

TELKOM SA SOC LTD 879603108

TELSTRA CORP LTD 87969N204 87969N303 87969N105

TERNIUM MEXICO SA DE CV 880890108

TESCO PLC 881575302 098561202

TEVA PHARMACEUTICAL INDUSTRIES 881624209 16361E108 50540H104

TIGER BRANDS LTD 88673M102 88673M201 886911106

TMK PJSC 87260R300

TOTAL SA 89151E109 716485206

TRANSCOM WORLDWIDE SA

893234104 893545103 893545202 894116102

TREND MICRO INC/JAPAN 89486M206

TURKIYE GARANTI BANKASI AS 900148305 900148701 900151101

TV AZTECA SAB DE CV 901145102

UBS AG 90261R105

ULTRAPAR PARTICIPACOES SA 90400P101

UNIBAIL-RODAMCO SE 960224103

UNIFIED ENERGY SYSTEM OAO 904688108 904688405

UNION ANDINA DE CEMENTOS SAA 904845104

UNITED OVERSEAS BANK LTD 911271302 910903301

USINAS SIDERURGICAS DE MINAS G 917302408

VAN DER MOOLEN HOLDING NV 921020103

VEOLIA ENVIRONNEMENT SA 92334N103

VIMPEL-COMMUNICATIONS PJSC 92719A106


26

ISSUER CUSIPs 92719A304

VINA CONCHA Y TORO SA 927191106

VIVENDI SA

137041208 204390108 419312202 92851S105 92851S204

VODAFONE AIRTOUCH PLC 92857T107

VODAFONE GROUP PLC

92857W308 698113107 87926R108 92857W209 92857W100 92858M101

WACOAL HOLDINGS CORP 930004205

WAL-MART DE MEXICO SAB DE CV 93114W107

WAVECOM SA 943531103

WESTPAC BANKING CORPORATION 789547106 961214301

WMC LIMITED 928947100 92928R106

WOODSIDE PETROLEUM LTD 980228308

WOOLWORTHS HOLDINGS LTD/SOUTH 480209402 98088R109 98088R505

ZURICH INSURANCE GROUP AG 01959Q101 98982M107 989825104


27

EXHIBIT 1 PLAN OF ALLOCATION OF NET SETTLEMENT FUND

The plan of allocation set forth below (“Plan of Allocation” or “Plan”) is the plan for allocating the Net Settlement Fund to Authorized Recipients that is being proposed by Lead Plaintiffs and Lead Plaintiffs’ Counsel. In accordance with the Settlement, the Net Settlement Fund will be allocated to (i) Registered Holder Settlement Class Members and (ii) Non-Registered Holder Settlement Class Members who submit valid Claim Forms. The Court may approve the below Plan, or modify it, without additional notice to the Settlement Class. Any order modifying the Plan will be posted on the website for the Settlement, www.bnymadrfxsettlement.com.

The objective of the Plan is to equitably distribute the Net Settlement Fund among as many Settlement Class Members as possible. The Plan is based on Lead Plaintiffs’ view of the average margin per ADR that BNYM retained on FX conversions of ADR dividends and cash distributions as determined by Lead Plaintiffs’ damages expert. BNYM produced data concerning the amount (if any) it retained for cash distributions issued for the ADRs listed in the Appendix to the Notice between January 1, 1997 and December 31, 2017, inclusive. Utilizing this data, Lead Plaintiffs’ damages expert calculated the average margin per ADR across the Settlement Class Period. BNYM does not concede the accuracy of Lead Plaintiffs’ damages expert’s calculation, or that there were any damages. The Plan is intended to be generally consistent with an assessment of, among other things, the damages that Lead Plaintiffs and Lead Plaintiffs’ Counsel believe could have been recovered for the claims asserted in the Action, and reflect Lead Plaintiffs’ allegations that over the course of the relevant time period, BNYM, as depositary for certain ADRs, systematically deducted impermissible fees for conducting FX from dividends and/or cash distributions issued by foreign companies, and owed to ADR holders.

To the extent there are sufficient funds in the Net Settlement Fund, each Authorized Recipient will receive an amount equal to that Settlement Class Member’s “Recognized Claim,” as described below. If, however, as expected, the amount in the Net Settlement Fund is not sufficient to permit payment of the total Recognized Claim of each Authorized Recipient, then each Authorized Recipient shall be paid the percentage of the Net Settlement Fund that each Authorized Recipient’s Recognized Claim bears in relation to the total of the Recognized Claims of all Authorized Recipients – i.e., the Authorized Recipient’s pro rata share of the Net Settlement Fund.

A. Calculation of Recognized Claims Individuals and entities are potentially eligible to participate in the Settlement and the distribution of the Net

Settlement Fund if they at any time during the Settlement Class Period (i.e., January 1, 1997 through January 17, 2019, inclusive) held (directly or indirectly, registered or beneficially), or otherwise claim any entitlement to any payment (whether a dividend, rights offering, interest on capital, sale of shares, or other distribution) in connection with, any ADR for which BNYM acted as the depositary sponsored by an issuer that is identified in the Appendix to the Notice.

A “Recognized Loss Amount Per ADR” will be calculated according to the formula set forth below for each eligible ADR a Settlement Class Member held during the relevant time period and for which they received a cash distribution. A Settlement Class Member’s “Recognized Claim” shall be the sum of his, her or its Recognized Loss Amounts Per ADR.

The formula for calculating a Settlement Class Member’s Recognized Loss Amount Per ADR shall be as follows:

Gross Amount of Cash Distributions Received by the Settlement Class Member for that ADR X

Calculated Average Margin for ADR (“Margin”) set forth in Table 1 below

B. Distribution to Authorized Recipients

Prior to the Effective Date, the Settlement Fund shall remain in an interest-bearing escrow account, except as otherwise provided in the Stipulation. After the Court enters the Order and Final Judgment and the Settlement becomes Final, the Claims Administrator shall distribute the Net Settlement Fund, which shall be done as promptly as possible pursuant to the Distribution Order. The Distribution Order shall not authorize payments to Authorized Recipients prior to the Effective Date.

C. Additional Provisions As noted above, the Net Settlement Fund will be distributed to Authorized Recipients on a pro rata basis based on

the relative size of their Recognized Claims. Specifically, a “Distribution Amount” will be calculated for each Authorized Recipient, which shall be the Authorized Recipient’s Recognized Claim divided by the total Recognized Claims of all Authorized Recipients, multiplied by the total amount in the Net Settlement Fund. If an Authorized Recipient’s Distribution Amount calculates to less than $1.00, it will not be included in the calculation and no distribution will be made to such Authorized Recipient.

After the initial distribution of the Net Settlement Fund, the Claims Administrator shall make reasonable and diligent efforts to have Authorized Recipients cash their distribution checks. To the extent any monies remain in the fund nine (9) months after the initial distribution, if Lead Plaintiffs’ Counsel, in consultation with the Claims Administrator, determine that it is cost-effective to do so, the Claims Administrator shall conduct a re-distribution of the funds remaining


28

after payment of any unpaid fees and expenses incurred in administering the Settlement, including for such re-distribution, to Authorized Recipients who have cashed their initial distributions and who would receive at least $1.00 from such re-distribution. Additional re-distributions to Authorized Recipients who have cashed their prior checks and who would receive at least $1.00 on such additional re-distributions may occur thereafter if Lead Plaintiffs’ Counsel, in consultation with the Claims Administrator, determine that additional re-distributions, after the deduction of any additional fees and expenses incurred in administering the Settlement, including for such re-distributions, would be cost-effective. At such time as it is determined that the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, Lead Plaintiffs’ Counsel shall seek an order from the Court: (i) approving the recommendation that any further re-distribution is not cost effective or efficient; and (ii) ordering the contribution of the Net Settlement Fund to a nonsectarian charitable organization selected by the Court upon application by Lead Plaintiffs.

Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be approved by the Court, shall be conclusive against all Authorized Recipients. No Person shall have any claim against Lead Plaintiffs, Lead Plaintiffs’ Counsel, plaintiffs’ counsel, Lead Plaintiffs’ damages expert, Defendant, Defendant’s Counsel, or any of the other Released Parties, the Claims Administrator, the Publication Notice Plan Administrator or other agent designated by Lead Plaintiffs’ Counsel arising from distributions made substantially in accordance with the Stipulation, the plan of allocation approved by the Court, or further Orders of the Court. Lead Plaintiffs, Defendant, and their respective counsel, and all other Releasees, shall have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund or the Net Settlement Fund; the plan of allocation; the determination, administration, calculation, or payment of any Claim or nonperformance of the Claims Administrator or the Publication Notice Plan Administrator; the payment or withholding of Taxes and Tax Expenses; or any losses incurred in connection therewith.


29

TABLE 1 Average Margin Across Settlement Class Period

ISSUER CUSIPs MARGIN

ABI SAB GROUP HOLDING LTD 78572M105 836216309 836220103

0.34%

ACCOR SA 00435F101 00435F309 0.62%

ADIDAS AG 00687A107 0.43%

ADMINISTRADORA DE FONDOS DE PE 00709P108 0.28%

AES TIETE ENERGIA SA 00809V203 00808P207 00808P108

0.43%

AIXTRON SE 009606104 0.28%

ALCATEL-LUCENT SA 013904305 0.24%

ALLIED IRISH BANKS PLC 019228402 019228303 0.22%

ALSTOM SA 021244108 0.31%

ALTANA AG 02143N103 0.42%

ALUMINA LTD 022205108 1.03%

AMBEV SA 20441W203 02319V103

0.94%

ANGLO AMERICAN PLC 03485P102 03485P300 0.50%

ANGLO PLATINUM 035078104 0.30%

ANGLOGOLD ASHANTI LTD 035128206 043743103 043743202

0.36%

ANHEUSER-BUSCH INBEV SA/NV

03524A108 157123209 40051F100 74838Y207

0.42%

ARKEMA SA 041232109 0.26%

ARM HOLDINGS PLC 042068106 0.30%

ASSICURAZIONI GENERALI SPA 465234102 0.86%

ASTRA AB 046298105 046298204 0.17%

AUSTRALIA & NEW ZEALAND BANKIN 052528304 0.47%

AV GOLD 035134303 0.97%

AXA SA 054536107 149188104 866791106

0.37%


30



B.A. 060587508 060593100 0.64%

BANCO BILBAO VIZCAYA ARGENTARI

059458208 059456202 059456301 059456103 058925108 05946K101 059594408 059594507 07329Q507 07329Q200 07329Q309

0.36%

BANCO COMERCIAL PORTUGUES SA 059479303 059479709 0.46%

BANCO DO BRASIL SA 059578104 0.46%

BANCO POPOLARE SC 059471102 059633107 0.31%

BANCO SANTANDER BRASIL SA 05964H105 05967A107 0.37%

BANCO SANTANDER CHILE 05965F108 05965X109 1.14%

BANK OF IRELAND 46267Q103 0.22%

BANK OF TOKYO-MITSUBISHI FJ L 065379109 0.20%

BARCLAYS AFRICA GROUP LTD

06738E204 06742G302 06739H776 06739H511 06739H362 06739F390

0.25%

BASF SE 055262505 019097104 0.41%

BASS PLC 069904209 0.20%

BAT INDUSTRIES PLC 055270508 0.31%

BAYER AG 072730302 0.25%

BBVA BANCO FRANCES SA 059591107 07329M100 0.39%

BG GROUP LTD

055434203 052578408 055434104 780259206 780259107

0.25%


31



BIDVEST GROUP LTD/THE 088836101 088836200 088836309

0.36%

BILLABONG INTERNATIONAL 090055104 0.69%

BLUE CIRCLE INDUSTRIES 095342408 095342507 0.30%

BNP PARIBAS SA 05565A202 05565A103 066747106

0.43%

BOEHLER-UDDEHOLM AG 097356307 0.66%

BRASIL TELECOM PARTICIPACOES S

10553M101 10553M200 105530109 670851104 670851203

0.34%

BRASILAGRO - CO BRASILEIRA DE 10554B104 0.48%

BRASKEM SA 105532105 217252105 86959M101

0.61%

BRF SA

10552T107 71361V204 71361V303 71361V105

0.40%

BRITISH AMERICAN TOBACCO PLC 110448107 0.32%

BRITISH STEEL 111015301 0.48%

BUNZL PLC 120738406 120738307

0.21%

BURMAH CASTROL PLC 122169303 0.25%

CENCOSUD SA 15132H101 802233106

0.28%

CENTRICA PLC 15639K102 15639K201 15639K300

0.13%

CHILCOTT UK LTD 363240102 93443W109

0.41%

CHINA AGRI-INDUSTRIES HOLDINGS 16940R109 0.01%

CHORUS LTD 17040V107 0.38%

CHUNGHWA TELECOM CO., LTD. 17133Q205 0.15%

CIA BRASILEIRA DE DISTRIBUICAO 20440T201 20440T102

0.47%


32



CIA CERVEJARIA BRAHMA 20440X103 20440X202

0.31%

CIA DE BEBIDAS DAS AMERICAS-AM 20441W104 0.73%

CIA DE SANEAMENTO BASICO DO ES 20441A102 0.47%

CIA DE TRANSMISSAO DE ENERGIA 20441Q107 20441Q206

0.54%

CIA ENERGETICA DE SAO PAULO 20440P209 20440P407

0.38%

CIA PARANAENSE DE ENERGIA 20441B308 20441B407

0.62%

CIE FINANCIERE RICHEMONT SA 204318109 0.30%

COCA COLA HELLENIC BOTTLING CO 1912EP104 0.24%

COCA-COLA AMATIL LTD 191085208 0.33%

COCA-COLA FEMSA SAB DE CV 191241108 0.35%

COFLEXIP SA 192384105 0.36%

COMMERZBANK AG 202597308 202597605

0.13%

COMMONWEALTH BANK OF AUSTRALIA 202712303 202712600

0.29%

COMP. DE GERACAO DE ENERGIA EL

20441P109 20441P208 20441R204 20441R105 264398108 264398207

0.33%

COMPASS GROUP PLC 20449X104 20449X203 20449X302

0.12%

CONTINENTAL AG 210771200 0.47%

CONVERIUM 21248N107 0.62%

CORUS GROUP LTD 22087M101 0.31%

COSCO SHIPPING INTERNATIONAL S 22112Y203 0.49%

CRANEWARE PLC 224465104 0.35%

CRAYFISH CO. LTD. 225226208 0.64%

CREDIT SUISSE GROUP AG 225401108 0.04%

CRH PLC 12626K203 0.36%

CRUCELL NV 228769105 0.18%


33



DAI NIPPON PRINTING CO LTD 233806306 0.49%

DANKA BUSINESS SYSTEMS PLC 236277109 0.25%

DBS GROUP HOLDINGS LTD 23304Y100 0.18%

DELHAIZE GROUP SCA 29759W101 0.29%

DEUTSCHE BANK AG 251525309 0.32%

DEUTSCHE LUFTHANSA AG 251561304 549836500

0.24%

DEUTSCHE POST AG 25157Y202 0.24%

DIAGEO PLC 25243Q205 25243Q106 402033302

0.28%

DOLLAR PREF RESTRICTED 4-2 B E 6162*1019 6162*1017

0.25%

DOMINION MINING LTD 257457309 2.66%

DRDGOLD LTD 26152H103 26152H301 266597301

0.48%

DRESDNER BANK AG 261561302 261561401

0.17%

DUCATI MOTOR HOLDING SPA 264066101 0.90%

ELETROPAULO METROPOLITANA ELET 286203302 0.67%

ELF AQUITAINE SA 286269105 0.44%

EMBOTELLADORA ANDINA SA 29081P204 29081P303

0.30%

EMBRATEL PARTICIPACOES SA 29081N100 29081N209

0.44%

EMPRESAS ICA SAB DE CV 292448107 0.34%

ENGIE BRASIL ENERGIA SA 892360108 29286U107 892360306

0.64%

ENI LASMO PLC 501730204 0.26%

ENI SPA 26874R108 0.37%

ENIIM 10 PERP 501730303 0.25%

ERSTE GROUP BANK AG 296036304 0.41%

EVRAZ HIGHVELD STEEL & VANADIU 30050A301 0.42%

FERGUSON PLC 97786P100 0.30%


34



FIBRIA CELULOSE SA 92906P106 0.65%

FILA HOLDING S.P.A 316850106 0.27%

FOMENTO ECONOMICO MEXICANO SAB 344419106 0.48%

FOSTER'S GROUP PTY LTD 350258307 0.54%

FRESENIUS MEDICAL CARE AG & CO 358029106 358029205

0.44%

GALLAHER GROUP LTD 363595109 0.12%

GATES WORLDWIDE LTD 890030208 0.26%

GAZPROM NEFT PJSC 36829G107 0.29%

GAZPROM PJSC

47973C305 753317304 753317205 753317106

0.23%

GENESYS 37185M209 0.21%

GERDAU SA 373737105 0.66%

GETLINK SE 39944Q109 0.85%

GLAXOSMITHKLINE PLC 37733W105 0.36%

GOL LINHAS AEREAS INTELIGENT 38045R107 0.85%

GOLD FIELDS LTD

262026503 38059R100 38059T106 380596205 957654304

0.53%

GRUPO AEROPORTUARIO DEL CENTRO 400501102 0.33%

GRUPO AEROPORTUARIO DEL PACIFI 400506101 0.29%

GRUPO AEROPORTUARIO DEL SUREST 40051E202 0.40%

GRUPO CASA SABA SAB DE CV 40048P104 0.34%

GRUPO ELEKTRA, S.A. DE C.V. 40050A102 0.33%

GRUPO FINANCIERO BANORTE SAB D

400486106 059456400 059456509 40051M105 40052P107 400486304 40051M204

0.27%

GRUPO MEX DESARROLLO 40048G104 40048G203

0.30%


35



GRUPO TELEVISA SAB 40049J206 0.30%

HANNOVER RUECK SE 410693105 0.30%

HARMONY GOLD MINING CO LTD 413216300 0.74%

HBOS PLC 42205M106 0.14%

HELLENIC TELECOMMUNICATIONS OR 423325307 0.32%

HENKEL AG & CO KGAA 42550U109 42550U208

0.40%

HILLSDOWN HOLDINGS PLC 432586204 0.25%

HMS HYDRAULIC MACHINES & SYSTE 40425X100 0.95%

HOECHST GMBH 434390308 0.17%

HOT TELECOMMUNICATION SYSTEM L 576561104 0.26%

HYDROMET CORP LTD 449003102 0.33%

IGATE COMPUTER SYSTEMS LTD 703248203 0.21%

IMPERIAL HOLDINGS LTD 452833106 452833205

0.14%

INCITEC PIVOT LTD 45326Y206 0.35%

INDOSAT TBK PT 744383100 0.29%

INDUSIND BANK LTD 45579Q108 0.41%

INDUSTRIAS BACHOCO SAB DE CV 456463108 0.34%

INDUSTRIE NATUZZI S.P.A. 456478106 0.85%

INFORMA PLC

093529204 45672B206 45672B305 90265U203 90969M101

0.18%

INTERCONTINENTAL HOTELS GROUP 45857P103 458573102 458573201

0.32%

INTERNATIONAL POWER LTD 46018M104 0.64%

INTESA SANPAOLO SPA 05944F104 46115H107

0.38%

INVENSYS LTD 461204109 0.71%

INVERSIONES AGUAS METROPOLITAN 46128Q201 0.13%

ITAU UNIBANCO HOLDING SA

059602102 465562106 059602201 90458E107

0.49%


36



J SAINSBURY PLC 466249208 0.34%

JOHNSON MATTHEY PLC 479142309 479142408 479142507

0.41%

JULIUS BAER GROUP LTD 481369106 0.38%

KIDDE PLC 493793103 0.60%

KINGFISHER PLC 495724403 495724205 495724304

0.32%

KINGSGATE CONSOLIDATED LTD 496362104 0.58%

KLABIN SA 45647P108 49834M100

0.71%

KOMATSU LTD 500458401 0.19%

KOMERCNI BANKA AS 500459409 0.24%

KONINKLIJKE AHOLD N.V. 500467303 500467402 500467AA3

0.11%

KOOR INDUSTRIES LTD 500507108 0.38%

KROTON EDUCACIONAL SA 50106A402 0.14%

KUMBA IRON ORE LTD 50125N104 0.32%

LADBROKE GROUP INC 505727305 505730101

0.18%

LAGARDERE SCA 507069102 0.45%

LAN AIRLINES S.A. 501723100 0.46%

LEGAL & GENERAL GROUP PLC 52463H103 0.17%

LENDLEASE GROUP 526023205 0.63%

LHR AIRPORTS LTD 05518L206 0.37%

LIBERTY GROUP LTD

140487109 530616101 53055R103 53055R202 530706100 530706209

0.59%

LIHIR GOLD LTD 532349206 532349107

0.67%

LLOYDS BANKING GROUP PLC 539439109 0.26%


37



LONMIN PLC 54336Q104 54336Q203 543374409

0.24%

LUKOIL PJSC

69343P105 677862104 677862807 677862302 677862203

0.30%

LUXOTTICA GROUP SPA 55068R202 0.52%

LVMH MOET HENNESSY LOUIS VUITT 502441207 0.63%

MACQUARIE GROUP LTD 55607P105 55607P204

0.42%

MADECO, S.A. 556304103 556304202

0.51%

MAHANAGAR TELEPHONE NIGAM LTD 559778402 0.18%

MAKITA CORP 560877300 0.31%

MANNESMANN A.G. 563775303 0.28%

MASISA SA 574799102 574800108

0.22%

MASSMART HOLDINGS LTD 576290100 0.69%

METSO OYJ 592671101 754183101 920232303

0.39%

MIZUHO FINANCIAL GROUP INC 359558103 60687Y109

0.29%

MMC NORILSK NICKEL PJSC 46626D108 55315J102

0.45%

MMI HOLDINGS LTD/SOUTH AFRICA 55314H107 0.30%

MOBILE TELESYSTEMS PJSC 61946A106 0.10%

MOL HUNGARIAN OIL & GAS PLC 831595202 0.57%

MOSENERGO PJSC 037376100 037376308

0.14%

MTN GROUP LTD 62474M108 0.24%

NATIONAL AUSTRALIA BANK LTD 632525408 0.41%

NATIONAL BANK OF GREECE SA 633643507 633643408

0.38%

NATIONAL GRID 636274102 636274300 636274409

0.26%


38



NATIONAL POWER PLC 637194408 0.30%

NATUZZI SPA 63905A101 0.49%

NEC CORP 629050204 81661W109

0.71%

NEDBANK GROUP LTD 63975P103 63975K104 63975P202

0.38%

NET SERVICOS DE COMUNICACAO SA 37957X102 0.29%

NEWCREST MINING LTD 651191108 0.48%

NEWMONT AUSTRALIA PTY LTD 390290104 656190105 656190204

0.38%

NIPPON YUSEN KK 654633304 0.70%

NOMURA HOLDINGS INC 65535H208 0.34%

NTT DOCOMO INC

62942M201 62942M102 629424201 62942M300 629424102 629424508 629424409

0.30%

ORANGE POLSKA SA 87943D108 0.36%

ORANGE SA 35177Q105 35177Q204 35177QAB1

0.39%

ORKLA ASA 686331109 0.49%

PARTNER COMMUNICATIONS CO LTD 70211M109 0.41%

PEARSON PLC 705015105 0.22%

PERNOD RICARD SA 019121102 714264108

0.19%

PETROCHINA CO LTD 71646E100 0.01%

PETROLEO BRASILEIRO SA 71654V101 71654V408

0.49%

PFLLN 1.35 74050U206 0.25%

PHAROL SGPS SA 737273102 0.31%

POLSKI KONCERN NAFTOWY ORLEN S 731613402 0.53%

POLYUS PJSC 678129107 73181P102

0.38%


39



POWERGEN LTD 738905405 0.37%

PREMIER FARNELL LTD 74050U107 0.27%

PROVIDENT FINANCIAL PLC 74387B103 0.25%

PUBLICIS GROUPE SA 74463M106 F76080112 785144205

0.21%

QANTAS AIRWAYS LTD 74726M406 74726M505

0.42%

QBE INSURANCE GROUP LTD 74728G605 0.23%

RACAL ELECTRONICS PLC 749815403 0.36%

RANDSTAD UK HOLDING LTD 81617E203 0.95%

RBS 11.2 PERP 780097309 0.25%

RBS 6.35 PERP 780097770 0.10%

RBS 8 1/2 PERP 780097804 780097853

0.25%

RBS 8.1 PERP 780097705 0.25%

RBS 8.2125 PERP 780097606 0.25%

RBS 9 1/2 PERP 780097408 0.25%

REED ELSEVIER NV

758204101 758205108 758204200 758205207

0.34%

RENTOKIL INITIAL PLC 760125104 0.22%

REPSOL SA 76026T205 0.45%

REXAM LTD 761655406 761655505 761655604

0.11%

RHODIA SA 762397107 762397206

0.21%

RIO TINTO FRANCE SAS 705151207 0.72%

RIO TINTO PLC

767202104 767204100 045074101 126170505 74974K706

0.25%

ROCHE HOLDING AG 771195104 771195401

0.44%

ROLLS-ROYCE HOLDINGS PLC 775781206 0.21%


40



ROYAL BANK OF SCOTLAND/ABN 780097721 780097739

0.15%

RUSHYDRO PJSC

466294105 782183123 782183131 782183404 466294204

0.41%

RWE AG 74975E303 74975E402

0.30%

RWE GENERATION UK HOLDINGS PLC 45769A103 0.31%

RYANAIR HOLDINGS PLC 783513104 0.26%

SADIA SA 786326108 0.64%

SANOFI

80105N105 762426AC8 762426401 80105N204

0.27%

SANTANDER UK PLC 002920106 002920700

0.26%

SANUK 8 3/4 PERP 002920205 0.25%

SAP SE 803054204 803054303

0.40%

SAPPI LTD 803069103 803069202 108510041

0.62%

SASOL LTD 803866300 0.58%

SBERBANK OF RUSSIA PJSC 80585Y308 0.35%

SCOR SE 80917Q106 0.33%

SCOTTISH POWER PLC 81013T408 81013T705

0.23%

SEGA SAMMY HOLDINGS INC 815794102 0.32%

SEKISUI HOUSE LTD 816078307 0.33%

SERONO 81752M101 0.39%

SEVERSKY TUBE WORKS PJSC 818146102 0.20%

SHELL TRANSPORT & TRADING CO L 822703609 0.25%

SHISEIDO CO LTD 824841407 0.29%

SHOPRITE HOLDINGS LTD 82510E209 0.80%

SIBANYE GOLD LTD 03840M109 825724206

0.19%


41



SIGNET JEWELERS LTD 82668L872 0.22%

SIMS METAL MANAGEMENT LTD 829160100 1.67%

SIX CONTINENTS LTD 830018107 0.20%

SKY PLC 111013108 0.21%

SMITHKLINE BEECHAM LTD 832378301 0.25%

SOCIEDAD QUIMICA Y MINERA DE C 833636103 0.16%

SOCIEDAD QUMICA Y MINERA DE CHILE 833635105 0.72%

SOCIETE GENERALE SA 784320103 784320202 83364L109

0.38%

SODEXO SA 833792104 0.42%

SOFTBANK GROUP CORP 471104109 0.49%

SOUTHERN ELECTRIC PLC 144A 842809709 842809402

0.27%

SPARK NEW ZEALAND LTD 84652A102 879278307 879278208

0.46%

SSE PLC 810133405 810133702 81012K309

0.25%

STANDARD BANK GROUP LTD 853118206 0.86%

STATOIL ASA 85771P102 0.49%

SUBMARINO S.A. - REG S 86431P300 86431P508

0.33%

SUMITOMO MITSUI FINANCIAL GROU 865622104 0.72%

SUNCORP GROUP LTD 867232100 0.58%

SURGUTNEFTEGAS OJSC 46625F104 868861204 868861105

0.26%

SVENSKA CELLULOSA AB SCA 869587402 0.25%

SWEDISH MATCH AB 870309507 0.38%

SWIRE PACIFIC LTD 870794302 870794401 870797404

0.03%

SWISSCOM AG 871013108 0.49%

SYNGENTA AG 87160A100 0.40%

TABCORP HOLDINGS LTD 873306203 0.42%


42



TATA COMMUNICATIONS LTD

876564105 92659G402 92659G600 92659G303

0.11%

TATE & LYLE PLC 876570607 0.27%

TATNEFT PJSC

03737P207 03737P108 65486P100 876629205

0.25%

TDC A/S 87236N102 0.36%

TELE CELULAR SUL PART S.A. 879238103 0.66%

TELE CENTRO OESTE CELULAR PART 87923P105 0.52%

TELE NORDESTE CELULAR PARTICIP 87924W109 0.74%

TELE NORTE LESTE PARTICIPACOES 87924Y105 879246106

0.56%

TELE SUDESTE CELULAR PARTICIPA 87943B102 879252104

0.23%

TELE2 AB 87952P109 87952P208

0.55%

TELECOMUNICACOES BRASILEIRAS S 879287209 0.48%

TELEKOM AUSTRIA AG 87943Q109 0.71%

TELEKOMUNIKASI INDONESIA PERSE 715684106 0.15%

TELEMIG CELULAR PARTICIPACOES 87944E105 0.55%

TELESP PARTICIPACOES S.A. 87952L108 87952K100

0.14%

TELKOM SA SOC LTD 879603108 0.42%

TELSTRA CORP LTD 87969N204 87969N303 87969N105

0.35%

TERNIUM MEXICO SA DE CV 880890108 0.29%

TESCO PLC 881575302 098561202

0.32%

TEVA PHARMACEUTICAL INDUSTRIES 881624209 16361E108 50540H104

0.36%

TIGER BRANDS LTD 88673M102 88673M201 886911106

0.31%


43



TMK PJSC 87260R300 0.37%

TOTAL SA 89151E109 716485206

0.39%

TRANSCOM WORLDWIDE SA

893234104 893545103 893545202 894116102

0.22%

TREND MICRO INC/JAPAN 89486M206 0.29%

TURKIYE GARANTI BANKASI AS 900148305 900148701 900151101

0.30%

TV AZTECA SAB DE CV 901145102 0.32%

UBS AG 90261R105 0.29%

ULTRAPAR PARTICIPACOES SA 90400P101 0.55%

UNIBAIL-RODAMCO SE 960224103 1.00%

UNIFIED ENERGY SYSTEM OAO 904688108 904688405

0.17%

UNION ANDINA DE CEMENTOS SAA 904845104 0.33%

UNITED OVERSEAS BANK LTD 911271302 910903301

0.22%

USINAS SIDERURGICAS DE MINAS G 917302408 0.52%

VAN DER MOOLEN HOLDING NV 921020103 0.38%

VEOLIA ENVIRONNEMENT SA 92334N103 0.34%

VIMPEL-COMMUNICATIONS PJSC 92719A106 92719A304

0.21%

VINA CONCHA Y TORO SA 927191106 0.32%

VIVENDI SA

137041208 204390108 419312202 92851S105 92851S204

0.25%

VODAFONE AIRTOUCH PLC 92857T107 0.25%

VODAFONE GROUP PLC

92857W308 698113107 87926R108 92857W209 92857W100 92858M101

0.39%


44



WACOAL HOLDINGS CORP 930004205 0.30%

WAL-MART DE MEXICO SAB DE CV 93114W107 0.36%

WAVECOM SA 943531103 0.52%

WESTPAC BANKING CORPORATION 789547106 961214301

0.18%

WIND HELLAS TELECOMMUNICATIONS 859823106 88706Q104

0.18%

WMC LIMITED 928947100 92928R106

0.27%

WOODSIDE PETROLEUM LTD 980228308 0.41%

WOOLWORTHS HOLDINGS LTD/SOUTH 480209402 98088R109 98088R505

0.38%

ZURICH INSURANCE GROUP AG 01959Q101 98982M107 989825104

0.33%


Exhibit C


1*BNYMONE*

Bank of New York Mellon ADR FX Settlementc/o KCC Class Action Services

P.O. Box 505030Louisville, KY 40233-5030

[email protected]

PROOF OF CLAIM AND RELEASE FORM

IMPORTANT – If you receive/have received a Post-Card Notice in the mail in connection with this Settlement, you are a Registered Holder Settlement Class Member (i.e., you hold (or held) the American Depositary Receipts (“ADRs”) covered by this Action directly through The Bank of New York Mellon (“BNYM” or “Defendant”), are listed in the records of BNYM’s transfer agent with respect to such holdings, and your contact, holding, and distribution information was provided to the Claims Administrator by BNYM’s transfer agent), and you DO NOT need to complete and submit this Proof of Claim and Release Form (“Claim Form”) to be eligible to receive a share of the Net Settlement Fund in connection with this Settlement. The Post-Card Notice mailed to you contains a Claim Number and PIN to access your holdings and distribution information on the website www.bnymadrfxsettlement.com. Please refer to paragraph 2 of the General Instructions in this Claim Form and the full Notice available on the website for more information. If you did NOT receive a Post-Card Notice containing a Claim Number and PIN, please follow the instructions below to submit a Claim Form.

IF YOU DO NOT RECEIVE/HAVE NOT RECEIVED A POST-CARD NOTICE IN THE MAIL IN CONNECTION WITH THIS SETTLEMENT, YOU ARE A NON-REGISTERED HOLDER SETTLEMENT CLASS MEMBER AND YOU MUST COMPLETE AND SIGN THIS CLAIM FORM AND MAIL IT BY PREPAID, FIRST-CLASS MAIL TO THE ABOVE ADDRESS, OR SUBMIT IT ONLINE AT WWW.BNYMADRFXSETTLEMENT.COM, POSTMARKED (OR RECEIVED) NO LATER THAN AUGUST 15, 2019 IN ORDER TO BE ELIGIBLE TO RECEIVE A SHARE OF THE NET SETTLEMENT FUND IN CONNECTION WITH THIS SETTLEMENT.

IF YOU ARE A NON-REGISTERED HOLDER SETTLEMENT CLASS MEMBER, FAILURE TO SUBMIT YOUR CLAIM FORM BY THE DATE SPECIFIED ABOVE WILL SUBJECT YOUR CLAIM TO REJECTION AND MAY PRECLUDE YOU FROM BEING ELIGIBLE TO RECEIVE ANY MONEY IN CONNECTION WITH THE SETTLEMENT.

DO NOT MAIL OR DELIVER YOUR CLAIM FORM TO THE COURT, THE PARTIES, OR THEIR COUNSEL. SUBMIT YOUR CLAIM FORM ONLY TO THE CLAIMS ADMINISTRATOR AT THE ADDRESS SET FORTH ABOVE, OR ONLINE AT WWW.BNYMADRFXSETTLEMENT.COM.

TABLE OF CONTENTS PAGE #

PART I – CLAIMANT IDENTIFICATION 2

PART II – GENERAL INSTRUCTIONS 3

PART III – SCHEDULE OF CASH DISTRIBUTIONS PER ELIGIBLE ADR 5

PART IV – RELEASE OF CLAIMS AND SIGNATURE 14


2*BNYMTWO*

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

The Bank of New York Mellon ADR FX Litigation Civil Action No. 16-CV-00212-JPO-JLC

PROOF OF CLAIM AND RELEASEPlease Type or Print in the Boxes BelowDo NOT use Red Ink, Pencil, or Staples

UseOnly

Must Be Postmarkedor Received No Later Than August 15, 2019

BMA

FOR CLAIMS PROCESSING ONLY

OB CB / / FOR CLAIMS PROCESSING ONLY

Last Name M.I. First Name

IRA Joint Tenancy Employee Individual Other___________

PART I – CLAIMANT IDENTIFICATION

Address 1

Address 2

City State Zip Code

Foreign Province Foreign Postal Code Foreign Country Name/Abbreviation

MAILING INFORMATION

or —

— — — —

Email Address


3*BNYMTHREE*

PART II – GENERAL INSTRUCTIONS

at www.bnymadrfxsettlement.com, including the proposed Plan of Allocation of Net Settlement Fund attached as Exhibit 1 to the

manner in which the Net Settlement Fund will be distributed if the Settlement and Plan of Allocation are approved by the Court. The

Form. By signing and submitting this Claim Form, you will be certifying that you have read and understand the Notice, including the terms of the Releases described therein and provided for herein.

2. Important - Please Note: Only Non-Registered Holder Settlement Class Members, including those Settlement Class

Claim Form in order to be eligible to receive a payment from the Settlement. Those Settlement Class Members who receive/have

in order to be eligible to receive a payment from the Settlement. The Post-Card Notice mailed to Registered Holder Settlement Class Members contains a unique Claim Number and PIN to access, on the website www.bnymadrfxsettlement.com, information regarding the ADRs they held and the cash distributions they received during the relevant period in connection with their holdings as provided by BNYM’s transfer agent, which information will be used to calculate their Claims. If you received a Post-Card

accurate and complete. If the information regarding your holdings and cash distributions is incorrect or incomplete, you must notify the Claims Administrator immediately. Otherwise, the Claims Administrator will assume the information is correct and complete, and will use such information to calculate your Claim. If you are unsure whether you are a Non-Registered Holder Settlement Class Member or a Registered Holder Settlement Class Member, please contact the Claims Administrator.

3. By submitting this Claim Form, you will be making a request to share in the proceeds of the Settlement described in the Notice. IF YOU ARE NOT A SETTLEMENT CLASS MEMBER (see

SUBMITTED A REQUEST FOR EXCLUSION FROM THE SETTLEMENT CLASS, DO NOT SUBMIT A CLAIM FORM. YOU MAY NOT, DIRECTLY OR INDIRECTLY, PARTICIPATE IN THE SETTLEMENT IF YOU ARE NOT A SETTLEMENT CLASS MEMBER. THUS, IF YOU ARE EXCLUDED FROM THE SETTLEMENT CLASS, ANY CLAIM FORM THAT YOU SUBMIT, OR THAT MAY BE SUBMITTED ON YOUR BEHALF, WILL NOT BE ACCEPTED.

4. Submission of this Claim Form does not guarantee that you will share in the proceeds of the Settlement. The distribution of the Net Settlement Fund will be governed by the Plan of Allocation set forth in the Notice, if it is approved by the Court, or by such other plan of allocation as the Court approves.

5. Use the Schedule of Cash Distributions Per Eligible ADR in Part III of this Claim Form to supply all required information regarding the cash distributions you received as a result of your holdings in the ADRs covered by the Action. Please provide all of the requested information.

of Cash Distributions Per Eligible ADR in Part III of this Claim Form. Documentation may consist of copies of your end of year account statements, or an authorized statement from your broker containing the information regarding your cash distributions that would be found in a year-end account statement. Please Note: If you are a Non-Registered Holder Settlement Class Member, the Parties and the Claims Administrator do not independently have information about your holdings in the ADRs covered by the Action or the cash distributions you may have received as a result of such holdings. IF SUCH DOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN COPIES OR EQUIVALENT DOCUMENTS FROM YOUR BROKER. FAILURE TO SUPPLY THIS DOCUMENTATION MAY RESULT IN THE REJECTION OF YOUR CLAIM. DO NOT SEND ORIGINAL DOCUMENTS. Please keep a copy of all documents that you send to the Claims Administrator. Also, please do not highlight any portion of the Claim Form or any supporting documents.

7. Separate Claim Forms should be submitted for each separate legal entity.


4*BNYMFOUR*

9. Agents, executors, administrators, guardians, and trustees must complete and sign the Claim Form on behalf of persons represented by them, and they must:

acting. (Authority to complete and sign a Claim Form cannot be established by stockbrokers demonstrating only that

10. By submitting a signed Claim Form, you will be swearing that you:

11. By submitting a signed Claim Form, you will be swearing to the truth of the statements contained therein and the genuineness of the documents attached thereto, subject to penalties of perjury under the laws of the United States of America. The making of false statements, or the submission of forged or fraudulent documentation, will result in the rejection of your Claim and may subject you to civil liability or criminal prosecution.

12. If the Court approves the Settlement, payments to eligible Authorized Recipients pursuant to the Plan of Allocation (or such

processing. The Claims process could take substantial time to complete fully and fairly. Please be patient.

13. PLEASE NOTE: As set forth in the Plan of Allocation, each Authorized Recipient shall receive his, her or its pro rata share of the Net Settlement Fund. If the prorated payment to any Authorized Recipient calculates to less than $1.00, it will not be included in the calculation and no distribution will be made to that Authorized Recipient.

14. If you have questions concerning the Claim Form, or need additional copies of the Claim Form or the Notice, you may

by e-mail at [email protected], or you may download the documents from the website for the Settlement, www.bnymadrfxsettlement.com.

15. NOTICE REGARDING ELECTRONIC FILES: Certain Claimants may request, or may be requested, to submit information

the Settlement website at www.bnymadrfxsettlement.com

received or processed until you receive this email. If you do not receive such an email within 10 days of your submission,

IMPORTANT: PLEASE NOTEYOUR CLAIM IS NOT DEEMED FILED UNTIL YOU RECEIVE AN ACKNOWLEDGEMENT POSTCARD. THE CLAIMS

ADMINISTRATOR WILL ACKNOWLEDGE RECEIPT OF YOUR CLAIM FORM BY MAIL, WITHIN 60 DAYS. IF YOU DO NOT RECEIVE AN ACKNOWLEDGEMENT POSTCARD WITHIN 60 DAYS, PLEASE CALL THE CLAIMS ADMINISTRATOR TOLL- FREE AT (866) 447-6210.


5*BNYMFIVE*

PART III - SCHEDULE OF CASH DISTRIBUTIONS PER ELIGIBLE ADR

Please be sure to include proper documentation with your Claim Form as described in detail in Part II – General Instructions, paragraph 6, above.

of the ADRs set forth in the list of eligible ADRs beginning on page 6.

ADR CODETotal Cash Distributions Received from

January 1, 1997 though January 17, 2019

$ . Yes No

$ . Yes No

$ . Yes No

$ . Yes No

$ . Yes No

$ . Yes No

$ . Yes No

$ . Yes No

$ . Yes No

$ . Yes No

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PLEASE PHOTOCOPY THIS PAGE, WRITE YOUR NAME ON THE COPY AND FILL THIS CIRCLE:

IF YOU DO NOT FILL IN THIS CIRCLE, THESE ADDITIONAL PAGES MAY NOT BE REVIEWED.

YOU MUST READ AND SIGN THE RELEASE ON PAGE 15. FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.


6*BNYMSIX*

LIST OF ELIGIBLE ADRS

ADR/CUSIPsCode

(To be entered in PART III above)

ADR/CUSIPsCode


ABI Sab Group Holding Ltd(CUSIPs: 78572M105 / 836216309 / ABIS Legal & General Group Plc LEGA

Accor SA ACCO Lendlease Group LEND

Adidas AG ADID LHR Airports Ltd LHRA

Administradora de Fondos de Pe00709P108 ADMI

Liberty Group Ltd(CUSIPs: 140487109 / 530616101 / 53055R103 / 53055R202 / 530706100 / LIBE

AES Tiete Energia SA(CUSIPs: 00809V203 / 00808P207 / 00808P108

AEST Lihir Gold Ltd LIHI

Aixtron SE AIXT Lloyds Banking Group Plc LLOY

Alcatel-Lucent SA ALCALonmin Plc(CUSIPs: 54336Q104 / 54336Q203 / LONM

Allied Irish Banks PLC ALLILukoil Pjsc(CUSIPs: 69343P105 / 677862104 / LUKO

Alstom SA ALST Luxottica Group Spa LUXOAltana AG ALTA Lvmh Moet Hennessy Louis Vuitt LYMHAlumina Ltd. ALUM MACQAmbev SA AMBE Madeco, S.A. MADE

Anglo American Plc. ANGA Mahanagar Telephone Nigam Ltd MAHA

Anglo Platinum ANGP Makita Corp MAKIAnglogold Ashanti Ltd. (CUSIPs: 035128206 / 043743103 / ANGL Mannesmann A.G. MANN

Anheuser-Busch Inbev SA/NV(CUSIPs: 03524A108 / 157123209 / ANHB Masisa SA MASI

Arkema SA ARKE Massmart Holdings Ltd MASS

Arm Holdings Plc. ARMHMetso Oyj(CUSIPs: 592671101 / 754183101 / METS

Assicurazioni Generali Spa ASSI Mizuho Financial Group Inc MIZUAstra AB ASTR Mmc Norilsk Nickel Pjsc MMCNAustralia & New Zealand Banking AUST MMI Holdings Ltd/South Africa MMIHAV Gold AVGO Mobile Telesystems Pjsc MOBI


7*BNYMSEVEN*

ADR/CUSIPsCode


ADR/CUSIPsCode


AXA SA(CUSIPs: 054536107 / 149188104 / AXAS Mol Hungarian Oil & Gas Plc MOLH

B.A. BBAA Mosenergo Pjsc MOSE

Banco Bilbao Vizcaya Argentari(CUSIPs: 059458208 / 059456202 / 059456301 / 059456103 / 058925108 / 05946K101 / 059594408 / 059594507 / 07329Q507 / 07329Q200 /

BANB MTN Group Ltd MTNG

Banco Comercial Portugues SA BACP National Australia Bank Ltd NAAB

Banco Do Brasil SA BADB National Bank of Greece SA NABG

Banco Popolare SC BAPONational Grid(CUSIPs: 636274102 / 636274300 / NATG

Banco Santander Brasil SA BASB National Power Plc NATP

Banco Santander Chile BASC Natuzzi Spa NATU

Bank of Ireland BAOI NEC Corp NECC

Bank of Tokyo – Mitsubishi FJ L BOTMNedbank Group Ltd(CUSIPs: 63975P103 / 63975K104 / NEDB

Barclays Africa Group Ltd.(CUSIPs: 06738E204 / 06742G302 / 06739H776 / 06739H511 / 06739H362 / 06739F390

BAAG Net Servicos de Comunicacao SA NETS

BASF SE BASF Newcrest Mining Ltd NEWC

Bass Plc. BASSNewmont Australia Pty Ltd(CUSIPs: 390290104 / 656190105 / NEWM

BAT Industries Plc. BATI Nippon Yusen KK NIPPBayer AG BAYE Nomura Holdings Inc NOMU

BBVA Banco Frances SA BBVA

NTT Docomo Inc(CUSIPs: 62942M201 / 62942M102 / 629424201 / 62942M300 / 629424102 / NTTD

BG Group Ltd. (CUSIPs: 055434203 / 052578408 / BGGR Orange Polska SA ORAN


8*BNYMEIGHT*

ADR/CUSIPsCode


ADR/CUSIPsCode


Bidvest Group LTD/THE(CUSIPs: 088836101 / 088836200 / BIDV

Orange SA(CUSIPs: 35177Q105 / 35177Q204 / ORNG

Billabong International BILL Orkla Asa ORKL

Blue Circle Industries BLUE Partner Communications Co Ltd PART

BNP Paribas SA(CUSIPs: 05565A202 / 05565A103 / BNPP Pearson Plc PEAR

Boehler-Uddeholm AG BOEH Pernod Ricard SA PERNBrasil Telecom Participacoes S(CUSIPs: 10553M101 / 10553M200 / BRTP Petrochina Co Ltd PETR

Brasilagro – Co Brasileira De BRCB Petroleo Brasileiro SA PEBRBraksem SA(CUSIPs: 105532105 / 217252105 / BRAS PFLL

BRF SA(CUSIPs: 10552T107 / 71361V204 BRFS Pharol Sgps SA PHAR

British American Tobacco Plc. BRIT Polski Koncern Naftowy Orlen S POLSBritish Steel BRST Polyus Pjsc POLYBunzl Plc. BUNZ Powergen Ltd POWEBurmah Castrol Plc. BURM Premier Farnell ltd PREMCencosud SA CENC Provident Financial Plc PROVCentrica Plc. (CUSIPs: 15639K102 / 15639K201 CENT

Publicis Groupe SA(CUSIPs: 74463M106 / F76080112 / PUBL

Chilcott UK Ltd. CHIL Qantas Airways Ltd QANTChina Agri-Industries Holdings CHIN QBE Insurance Group Ltd QBEIChorus Ltd. CHOR Racal Electronics Plc RACA

Chunghwa Telecom Co., Ltd. CHUN Randstad UK Holding Ltd RAND

CIA Brasileira De Distribuicao CBDD Rbs 11.2 Perp RBSACIA Cervejaria Brahma CCBR Rbs 6.35 Perp RBSBCia DeBebidas Das Americas-AM CBDA Rbs 8 1/2 Perp RBSCCia De Saneamento Basico Do Es CDSB Rbs 8.1 Perp RBSDCia De Transmissao De Energia CDTD Rbs 8.2125 Perp RBSE


9*BNYMNINE*

ADR/CUSIPsCode


ADR/CUSIPsCode


Cia Energetica De Sao Paulo CESP Rbs 9 1/2 Perp RBSF

Cia Paranaense De Energia CIPEReed Elsevier NV(CUSIPs: 758204101 / 758205108 / REED

Cie Financiere Richemont SA CIEF Rentokil Initial Plc RENTCoca Cola Hellenic Bottling Co. COCA Repsol SA REPS

Coca-Cola Amatil Ltd. COAMRexam Ltd(CUSIPs: 761655406 / 761655505 / REXA

Coca-Cola Femsa Sab De CV COFE Rhodia SA RHOD

COFL Rio Tinto France Sas RIOF

Commerzbank AG COMMRio Tinto Plc(CUSIPs: 767202104 / 767204100 / RIOT

Commonwealth Bank of Australia CBOA Roche Holding AG ROCHComp. De Geracao De Energia El(CUSIPs: 20441P109 / 20441P208 / 20441R204 / 20441R105 / 264398108 CDGE Rolls-Royce Holdings Plc ROLL

Compass Group Plc. (CUSIPs: 20449X104 / 20449X203 / COMP Royal Bank of Scotland/ABN ROYA

Continental AG CONTRushydro Pjsc(CUSIPs: 466294105 / 782183123 / RUSH

Converium CONV RWE AG RWEACorus Group Ltd. CORU RWE Generation UK Holdings Plc RWEGCosco Shipping International S COSC Ryanair Holdings Plc RYANCraneware Plc. CRAN Sadia SA SADI

CRAY (CUSIPs: 80105N105 / 762426AC8 / SANO

Credit Suisse Group AG CRED Santander UK Plc SANTCRH Plc. CRHP Sanuk 8 3/4 Perp SANUCrucell NV CRUC Sap SE SAPS

Dai Nippon Printing Co Ltd DAINSappi Ltd.(CUSIPs: 803069103 / 803069202 / SAPP

Danka Business Systems Plc DABS Sasol Ltd. SASODBS Group Holdings Ltd DBSG Sberbank of Russia Pjsc SBERDelhaize Group Sca DELH Scor SE SCOR


10*BNYMTEN*

ADR/CUSIPsCode


ADR/CUSIPsCode


Deutsche Bank AG DEUT Scottish Power Plc SCOTDeutsche Lufthansa AG DEUL Sega Sammy Holdings Inc SEGADeutsche Post AG DEUP Sekisui House Ltd SEKIDiageo Plc(CUSIPs: 25243Q205 / 25243Q106 / DIAG Serono SERO

Dollar Pref Restricted 4-2 b e DOLL Seversky Tube Works Pjsc SEVEDominion Mining Ltd DOMN Shell Transport & Trading Co l SHELDrdgold Ltd(CUSIPs: 26152H103 / 26152H301 / DRDG Shiseido Co Ltd SHIS

Dresdner Bank AG DRES Shoprite Holdings Ltd SHOPDucati Motor Holding Spa DUCA Sibanye Gold Ltd SIBAEletropaulo Metropolitana Elet ELET Signet Jewelers Ltd SIGN

ELFA Sims Metal Management Ltd SIMSEmbotelladora Andina SA EMBO Six Continents Ltd SIXCEmbratel Participacoes SA EMBR Sky Plc SKYPEmpresas Ica Sab de CV EMPR Smithkline Beecham Ltd SMITEngie Brasil Energia SA(CUSIPs: 892360108 / 29286U107 / ENGI Sociedad Quimica y Minera De C SOCI

Eni Lasmo Plc ENIL Sociedad Qumica y Minera de Chile SQMC

Eni Spa ENSPSociete Generale SA(CUSIPs: 784320103 / 784320202 / SOGE

Eniim 10 Perp ENII Sodexo SA SODEErste Group Bank AG ERST Softbank Group Corp SOFTEvraz Highveld Steel & Vanadiu EVRA Southern Electric Plc 144a SOUT

Ferguson Plc FERGSpark New Zealand ltd(CUSIPs: 84652A102 / 879278307 / SPAR

Fibria Celulose SA FIBRSse Plc(CUSIPs: 810133405 / 810133702 / SSEP

Fila Holding S.P.A. FILA Standard Bank Group Ltd STANFomento Economico Mexicano Sab FOME Statoil Asa STATFoster’s Group Pty Ltd FOST Submarino S.A. - Reg s SUBM


11*BNYMELEVEN*

ADR/CUSIPsCode


ADR/CUSIPsCode


Fresenius Medical Care AG & Co FRES Sumitomo Mitsui Financial Group SUMIGallaher Group Ltd GALA Suncorp Group Ltd SUNC

Gates Worldwide Ltd GATESurgutneftegas Ojsc(CUSIPs: 46625F104 / 868861204 / SURG

Gazprom Neft Pjsc GAZP Svenska Cellulosa Ab Sca SVENGazprom Pjsc(CUSIPs: 47973C305 / 753317304 / GAPP Swedish Match Ab SWED

Genesys GENE (CUSIPs: 870794302 / 870794401 / SWIR

Gerdau SA GERD Swisscom AG SWISGetlink SE GETL Syngenta AG SYNGGlaxosmithkline Plc GLAX Tabcorp Holdings Ltd TABC

Gol Linhas Aereas Inteligent GOLLTata Communications Ltd(CUSIPs: 876564105 / 92659G402 / TATA

Gold Fields Ltd(CUSIPs: 262026503 / 38059R100 / GOLD Tate & Lyle Plc TATE

Grupo Aeroportuario del Centro GRUPTatneft Pjsc(CUSIPs: 03737P207 / 03737P108 / TATN

GADP TDC A/S TDCAGrupo Aeroportuario del Surest GADS Tele Celular Sul Part S.A. TELCGrupo Casa Saba Sab de CV GCSS Tele Centro Oeste Celular Part TECEGrupo Elektra, S.A. De C.V. GREL Tele Nordeste Celular Particip TELNGrupo Financiero Banorte Sab D(CUSIPs: 400486106 / 059456400 / 059456509 / 40051M105 / 40052P107 GRFI Tele Norte Leste Participacoes TNLP

Grupo Mex Desarrollo GRMD Tele Sudeste Celular Participa TELSGrupo Televisa SAB GRTS Tele2 AB TELEHannover Rueck SE HANN Telecomunicacoes Brasileiras S TECBHarmony Gold Mining Co Ltd HAGO Telekom Austria AG TELAHbos Plc HBOS Telekomunikasi Indonesia Perse TELIHellenic Telecommunications OR HETE Telemig Celular Participacoes TECPHenkel AG & Co KGAA HENK Telesp Participacoes S.A. TESP


12*BNYMTWELVE*

ADR/CUSIPsCode


ADR/CUSIPsCode


Hillsdown Holdings Plc HILL Telkom SA Soc Ltd TELK

HMS Hydraulic Machines & Syste HMSHTelstra Corp Ltd(CUSIPs: 87969N204 / 87969N303 / TEST

Hoechst Gmbh HOEC Ternium Mexico SA De Cv TERNHot Telecommunication System l HOTT Tesco Plc TESC

Hydromet Corp Ltd HYDRTeva Pharmaceutical Industries(CUSIPs: 881624209 / 16361E108 / TEVA

Igate Computer Systems Ltd IGATTiger Brands Ltd(CUSIPs: 88673M102 / 88673M201 / TIGR

Imperial Holdings Ltd IMPE TMK Pjsc TMKPIncitec Pivot Ltd INCI Total SA TOTA

Indosat Tbk Pt INDOTranscom Worldwide SA(CUSIPs: 893234104 / 893545103 / TRAN

Indusind Bank Ltd INBA Trend Micro Inc/Japan TREN

Industrias Bachoco Sab de CV INDBTurkiye Garanti Bankasi AS(CUSIPs: 900148305 / 900148701 / TURK

Industrie Natuzzi S.P.A. INDU Tv Azteca Sab De Cv TVAZInforma Plc(CUSIPs: 093529204 / 45672B206 / 45672B305 / 90265U203 / INFO UBS AG UBSA

Intercontinental Hotels Group(CUSIPs: 45857P103 / 458573102 / INTE Ultrapar Participacoes SA ULTR

International Power Ltd INPO Unibail-Rodamco SE UNIBIntesa Sanpaolo Spa INTS UNIFInvensys Ltd INVE Union Andina de Cementos SAA UNIOInversiones Aguas Metropolitan INAM United Overseas Bank Ltd UNITItau Unibanco Holding SA(CUSIPs: 059602102 / 465562106 / ITAU Usinas Siderurgicas de Minas G USIN

J Sainsbury Plc SAIN Van Der Moolen Holding Nv VANDJohnson Matthey Plc(CUSIPs: 479142309 / 479142408 / JOHN Veolia Environnement SA VEOL

Julius Baer Group Ltd JULI Vimpel-Communications Pjsc VIMPKidde Plc KIDD Vina Concha y Toro SA VINA


13*BNYMTHIRTEEN*

ADR/CUSIPsCode


ADR/CUSIPsCode


(CUSIPs: 495724403 / 495724205 / KINGVivendi SA(CUSIPs: 137041208 / 204390108 / VIVE

Kingsgate Consolidated Ltd KIGA Vodafone Airtouch Plc VODA

Klabin SA KLAB

Vodafone Group Plc(CUSIPs: 92857W308 / 698113107 / 87926R108 / 92857W209 / 92857W100 / VODG

Komatsu Ltd KOMA Wacoal Holdings Corp WACOKomercni Banka AS KOME Wal-mart de Mexico Sab De Cv WALMKoninklijke Ahold N.V.(CUSIPs: 500467303 / 500467402 / KONI Wavecom SA WAVE

Koor Industries Ltd KOOR Westpac Banking Corporation WESTKroton Educacional SA KROT Wind Hellas Telecommunications WINDKumba Iron Ore Ltd KUMB WMC Limited WMCLLadbroke Group Inc LADB Woodside Petroleum Ltd WOOD

Lagardere Sca LAGAWoolworths Holdings Ltd/South(CUSIPs: 480209402 / 98088R109 / WOOL

Lan airlines S.A. LANAZurich Insurance Group AG(CUSIPs: 01959Q101 / 98982M107 / ZURI


14*BNYMFOURTEEN*

PART IV - RELEASE OF CLAIMS AND SIGNATUREYOU MUST READ THE RELEASE AND CERTIFICATION BELOW AND SIGN ON PAGE 15 OF THIS CLAIM FORM.

successors, and assigns in their capacities as such, shall be deemed to have, and by operation of law and of the judgment shall have,

Claim against any of the Releasees, and shall forever be barred and enjoined from prosecuting any or all of the Released Claims against any of the Releasees.

CERTIFICATION

as follows:

the Claimant(s) that he/she/it/they is/are subject to backup withholding, please strike out the language in the preceding


15*BNYMFIFTEEN*

CLAIM FORM IS TRUE, CORRECT, AND COMPLETE, AND THAT THE DOCUMENTS SUBMITTED HEREWITH ARE TRUE AND CORRECT COPIES OF WHAT THEY PURPORT TO BE.

Print Name

Print Name

If the Claimant is other than an individual, or is not the person completing this form, the following also must be provided:

Print Name

Capacity of person signing on behalf of Claimant, if other than an individual, e.g., executor, president, trustee, custodian, etc. (Must provide evidence of authority

REMINDER CHECKLIST

2. Remember to attach only copies of acceptable supporting documentation, as these documents will not be returned to you.3. Please do not highlight any portion of the Claim Form or any supporting documents.4. Keep copies of the completed Claim Form and documentation for your own records.

until you receive an acknowledgement postcard. IF YOU DO NOT RECEIVE AN ACKNOWLEDGEMENT POSTCARD WITHIN 60 DAYS, PLEASE CALL THE CLAIMS ADMINISTRATOR TOLL-FREE AT 1-866-447-6210.

6. If your address changes in the future, or if this Claim Form was sent to an old or incorrect address, please send the Claims

7. If you have any questions or concerns regarding your claim, please contact the Claims Administrator at the above address or toll-free at 1-866-447-6210, or visit www.bnymadrfxsettlement.com. Please DO NOT call BNYM or its counsel with questions regarding your claim.

THIS CLAIM FORM MUST BE MAILED TO THE CLAIMS ADMINISTRATOR BY PREPAID, FIRST-CLASS MAIL, OR SUBMITTED ONLINE AT WWW.BNYMADRFXSETTLEMENT.COM, POSTMARKED (OR RECEIVED) NO LATER THAN AUGUST 15, 2019. IF MAILED, THE CLAIM FORM SHOULD BE ADDRESSED AS FOLLOWS:

Bank of New York Mellon ADR FX Settlementc/o KCC Class Action Services

P.O. Box 505030Louisville, KY 40233-5030

If mailed, a Claim Form received by the Claims Administrator shall be deemed to have been submitted when posted, if a postmark date on or before August 15, 2019 is indicated on the envelope and it is mailed First Class, and addressed in accordance with the above instructions. In all other cases, a Claim Form shall be deemed to have been submitted when actually received by the Claims Administrator.

and notify the Claims Administrator of any change of address.


16*BNYMSIXTEEN*


EXHIBIT 2


UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

IN RE: THE BANK OF NEW YORK

MELLON ADR FX LITIGATION

16-CV-00212-JPO-JLC

ECF Case


ALL ACTIONS

DECLARATION OF JEANNE C. FINEGAN, APR CONCERNING IMPLEMENTATION OF NOTICE TO SETTLEMENT CLASS MEMBERS

THROUGH MULTI-MEDIA NOTICE PROGRAM

INTRODUCTION

1.Ā I am President and Chief Media Officer of HF Media, LLC (“HF Media”), a division of

Heffler Claims Group LLC (“Heffler”). This Declaration is based upon my personal knowledge as

well as information provided to me by my associates and staff, including information reasonably

relied upon in the fields of advertising media and communications.

Ā Pursuant to the Order Approving Issuance of Notice (“Notice Order”), Dkt. No. 149, dated

January 17, 2019, p. 5, my firm, HF Media, was retained by Lead Plaintiffs’ Counsel as Publication

Notice Plan Administrator to conduct the Publication Notice Plan for the Settlement.1

3.Ā I submit this Declaration in order to provide the Court and the Parties to the Action a report

regarding the successful implementation of the Publication Notice Plan, i.e., the portion of the

1 All capitalized terms used herein and not otherwise defined have the meanings set forth in the Notice Order.


Court-approved notice program conducted via, print, online and social media, as well as the overall

reach as it relates specifically to the Publication Notice Plan.

4.Ā As described more fully below, the Publication Notice Plan was successfully and timely

implemented.

5.Ā In compliance with the Court’s Notice Order, the Publication Notice Plan commenced on

January 25, 2019 and was substantially completed by April 16, 2019. The Publication Notice Plan,

consisting of notice via media, including print and Internet banner ads and social media, exceeded

our original estimated projection as to reach.2 The Publication Notice Plan, as implemented,

reached more than 92 percent of the target audience (i.e., the Settlement Class), on average, 4.4

times.3

6.Ā Importantly, the successful implementation of the Publication Notice Plan is underscored

by Settlement Class Member response, where as of April 26, 2019, a total of 59,433 users have

visited the Settlement websites with over 60,300 sessions and over 154,900 page views.4

QUALIFICATIONS

7.Ā A comprehensive description of my credentials and experience that qualify me to provide

an expert opinion on the adequacy of the class action notice program in this matter was included

in my previous Declaration filed with this Court on January 15, 2019. ECF No. 147-14. In

summary, I have served as an expert directly responsible for the design and implementation of

hundreds of class action notice programs, including Federal Trade Commission Enforcement

actions, some of which are the largest and most complex programs ever implemented in both the

2 As set forth in my previously filed Declaration, I estimated that 90 pecent of Settlement Class Members would be reached, on average, more than 4 times. ECF No. 147-14, at 17.3 Pursuant to the Notice Order, the Settlement Class is defined as all entities and individuals who at any time during the period January 1, 1997 through the date of the Notice Order (i.e., January 17, 2019) held (directly or indirectly, registered or beneficially), or otherwise claim any entitlement to any payment (whether a dividend, rights offering, interest on capital, sale of shares, or other distribution) in connection with, any American Depositary Share (sometimes known as an American Depositary Receipt) (“ADR”) for which The Bank of New York Mellon (“BNYM”) acted as the depositary sponsored by an issuer that is identified in the Appendix attached to the Stipulation. For avoidance of doubt, Settlement Class Members include all entities, organizations, and associations regardless of form, including investment funds and pension funds of any kind.4 This user statistic, provided to me by Kurtzman Carson Consultants LLC, includes only BNYM users on the www.adrfxsettlement.com landing page and users who specifically typed in the www.bnymadrfxsettlement.com website address prominently displayed in the Summary Notice published in magazines and newspapers.


United States and in Canada.

8.Ā I was extensively involved as a lead author for “Guidelines and Best Practices

Implementing 2018 Amendments to Rule 23 Class Action Settlement Provisions” published by

Duke University School of Law. Also, I am a member of the Board of Directors for the Alliance

for Audited Media.

9.Ā My work includes a wide range of class actions and regulatory and consumer matters,

including product liability, construction defect, antitrust, asbestos, medical, pharmaceutical,

human rights, civil rights, telecommunications, media, environmental, securities, banking,

insurance and bankruptcy.

10.Ā Additionally, I have been at the forefront of modern notice, including plain language as

noted in a RAND study5, and importantly, I was the first notice expert to integrate digital media

and social media into court-approved legal notice programs. My recent work includes:

•Ā Chapman v. Tristar Products, Case No. 1:16-cv-1114, JSG (N.D. Ohio 2018);

•Ā Cook et. al v. Rockwell International Corp. and the Dow Chemical Co., Case No. 14-

md-02562-RWS (E.D. Mo. 2016); and

•Ā In re: TracFone Unlimited Service Plan Litigation, Case No. C-13-3440 EMC (N.D.

Cal. 2015).

11.Ā In evaluating the adequacy and effectiveness of my notice programs, courts have repeatedly

recognized my work as an expert. For example, in:

Carter v Forjas Taurus S.S., Taurus International Manufacturing, Inc., Case No. 1:13-

CV-24583 PAS (S.D. Fl. 2016), the Honorable Patricia Seitz, in her Final Order and

Judgment Granting Plaintiffs Motion for Final Approval of Class Action Settlement, dated

July 22, 2016, stated:

“The Court considered the extensive experience of Jeanne C. Finegan and the

notice program she developed. …There is no national firearms registry and Taurus

sale records do not provide names and addresses of the ultimate purchasers… Thus

the form and method used for notifying Class Members of the terms of the

Settlement was the best notice practicable. …The court-approved notice plan used

peer-accepted national research to identify the optimal traditional, online, mobile

5 Deborah R. Hensler et al., CLASS ACTION DILEMMAS, PURSUING PUBLIC GOALS FOR PRIVATE GAIN. RAND (2000).


and social media platforms to reach the Settlement Class Members.”

Additionally, in the January 20, 2016, Transcript of Class Notice Hearing, p. 5 Judge Seitz, stated:

“I would like to compliment Ms. Finegan and her company because I was quite

impressed with the scope and the effort of communicating with the Class.”

12.Ā In In Re: Blue Buffalo Company, Ltd., Marketing and Sales Practices Litigation, Case

No. 4:14-MD-2562 RWS (E.D. Mo. 2015), the Honorable Rodney Sippel, during the hearing for

final approval of the settlement (Hearing for Final Approval, May 19, 2016 transcript p. 49), said:

“It is my finding that notice was sufficiently provided to class members in the

manner directed in my preliminary approval order and that notice met all

applicable requirements of due process and any other applicable law and

considerations.”

13.Ā A comprehensive description of my credentials is attached as Exhibit A.

NOTICE PROGRAM SUMMARY

14.Ā In compliance with the Court’s Notice Order, the notice program for this matter included

the following components:

Ā Direct Mail via Post-Card Notice to all Registered Holder Settlement Class Members

listed in the records of BNYM’s transfer agent;

Ā Publication of a short form notice (the “Publication Notice” or “Summary Notice”) in

eight general circulation consumer magazines;

Ā Publication of the Publication Notice two times in three nationally circulated

newspapers;

Ā Banner ads in specialty investment e-newsletters;

Ā Online and cross-device display banner advertising specifically targeted to Settlement

Class Members over a 79-day period;

a.Ā Online banner ads appearing on a custom whitelist of approximately 4,000 pre-

vetted websites, including:

i.Ā43 Business Journal websites;

ii.ĀA custom whitelist of approximately 140 investment websites;

iii.ĀA custom whitelist of approximately 350 local market and top-tier news

websites;


b.ĀSearch words and terms on Google AdWords;

c.Ā Online banner ads appearing over social media channels Facebook, Instagram

and LinkedIn;

Ā Transmittal of the Publication Notice in the form of a press release over PR Newswire’s

US1 Newslines with additional targeting to finance influencers;

Ā An informational Settlement Website on which the long-form Notice and other

important Court documents are posted;

Ā A general ADR FX settlement website developed to serve as a landing page for the

online banner ads; and

Ā A toll-free information line where Settlement Class Members can call 24/7 for more

information about the Settlement, including important dates and deadlines, and to

request to speak to a live operater during regular business hours.

MULTI-MEDIA NOTICE ELEMENTS SUMMARY

15.Ā Kurtzman Carson Consultants LLC (“KCC”) was retained by Lead Plantiffs’ Counsel as

the Claims Administrator for the Settlement and was responsible for providing mailed notice to

the Registered Holder Settlement Class Members identified in BNYM’s transfer records and

establishing the websites and toll-free information line. KCC is also responsible for processing the

claims received for the Settlement. KCC’s efforts are detailed in the Declaration of Lance Cavallo

which is being submitted, along with this Declaration, with Lead Plaintiffs’ settlement submission.

16.Ā My firm, HF Media, was retained by Lead Plaintiffs’ Counsel to conduct the multi-media

notice campaign for the Settlement, referred to herein as the Publication Notice Plan. The

Publication Notice Plan is detailed below.

17.Ā As noted above, the Publication Notice Plan was successfully and timely implemented,

commencing on January 25, 2019 and continuing for a period of 79 days. As implemented, the

Publication Notice Plan reached more than 92 percent of the target audience, on average, 4.4 times.

MEDIA OUTREACH – PUBLICATIONS

MAGAZINES

18.Ā The magazines below were selected for the Publication Notice Plan in this matter based on

media research data provided by GfK Mediamark Research and Intelligence LLC (“MRI”), which


identified the magazines with the highest coverage and index6 against the target audience (i.e., the

Settlement Class) characteristics. 7

19.Ā AARP Bulletin covers news and policy that meets the needs of adults 50+ with information

written just for them. AARP Bulletin’s circulation is 23,000,000. A one-third page, black and white

Publication Notice was published once in the national edition of this publication on April 5, 2019.

20.Ā Fortune covers news and information of interest to the affluent and business decision-

makers. Fortune’s circulation is 856,000. A one-half page, black and white Publication Notice was

published once in this magazine on March 18, 2019.

21.Ā Money Magazine covers finance topics ranging from investing, saving, retirement and

taxes to family finance issues like paying for college, credit, career and home improvement.

Money’s circulation is 1,580,000. A one-half page, black and white Publication Notice was


22.Ā National Geographic is the flagship magazine of the National Geographic Society, which

chronicles exploration and adventure, as well as changes that impact life on Earth. Editorial

coverage encompasses people and places of the world, with an emphasis on human involvement

in a changing universe. National Geographic has a circulation of 2,943,000. A one-half page,

black and white Publication Notice was published once in the national edition of this magazine

on March 27, 2019.

23.Ā People Magazine is a general circulation magazine reporting on entertainment. People

Magazine reports a circulation of 3,418,000. A one-half page, black and white Publication Notice

was published once in the national edition of this magazine on February 22, 2019.

6 Index is a media metric that describes a target audience’s inclination to use a given outlet. An index over 100 suggests a target population’s inclination to use a medium to a greater degree than the rest of the population. For example, an index of 157 would mean that the target is 57 percent more likely than the rest of the population to use a medium.7 It is not unusual in the course of implementing a notice program to make modifications as a result of the publisher review process. All advertising is subject to publisher approval, which can sometimes include an extensive legal review. Publishers retain the right to decline advertising; such was the case here. Golf Magazine, Forbes, Delta Sky Magazine and United Hemespheres were included in my original notice plan proposal; however, during the publisher review process, HF Media was advised by Golf Magazine, Forbes, Delta Sky Magazine and United Hemespheres, that after legal review, they were declining to publish the Summary Notice for this matter. As a result, HF Media found suitable substitute replacement publications, including Sports Illustrated, which replaced Golf Magazine, Fortune, which replaced Forbes Magazine,and Time Magazine, which replaced the in-flight magazines. These adjustments not only maintained, but helped to increase the original target audience reach objectives and integrity of the Publucation Notice Plan.


24.Ā Time Magazine covers issues and events that define and impact our time. Time

Magazine’s circulation is 2,321,000. A half-page, black and white Publication Notice was


25.Ā Travel + Leisure reaches sophisticated travelers and features immersive, inspiring travel

lifestyle content. Travel + Leisure reports a circulation of 953,000. A half-page, black and white

Publication Notice was published once in the national edition of this magazine on March 22, 2019.

26.Ā Sports Illustrated covers the world of sports through unparalleled access, emotional

storytelling and in-depth reporting. Sports Illustrated’s circulation is 2,759,000. A one-half page,

black and white Publication Notice was published once in this magazine on March 7, 2019.

27.Ā In total the magazines selected for this Publication Notice Plan have a combined circulation

of 37,830,000 with more than 140,000,000 readers.8

28.Ā Attached as Exhibit B are tear sheets of the published Summary Notice in these magazines.

SPECIALTY INVESTMENT AND NATIONALLY CIRCULATED NEWSPAPERS

29.Ā Investor’s Business Daily provides exclusive stock lists, investing data, stock market

research, education and the latest financial and business news to help investors make more money

in the stock market. IBD’s circulation is 106,000. A 1/6 page, black and white Publication Notice

was published twice in this newspaper on February 11, 2019 and February 25, 2019.

30.Ā The Wall Street Journal is distributed nationally and provides news and information on

stock and business. The WSJ’s circulation is 2,069,000. A 1/6 page, black and white Publication

Notice was published twice in this newspaper on February 11, 2019 and February 25, 2019.

31.Ā The New York Times is distributed nationally and provides news and information on stock

and business. The NYT’s circulation is 510,000. A 1/6 page, black and white Publication Notice

was published twice in this newspaper on February 11, 2019 and February 25, 2019.

32.Ā Attached as Exhibit C are tear sheets of the published Summary Notice in these

newspapers.

8 Each magazine has a pass-along factor. These are readers in addition to the subscriber who read a publication. For example, Sports Illustrated has a circulation of 2,759,000 and a pass along factor of 5.45 to deliver more than 15,000,000 readers.


E-NEWSLETTERS

33.Ā Further, the Publication Notice Plan was enhanced through e-newsletter distribution with

one insertion in the Wall Street Journal Markets, which has a circulation of 154,000 and eleven

insertions in Investor’s Business Daily Market Prep, which has a circulation of 91,000. The e-

newsletter was published on February 20, 2019 in Wall Street Journal Markets and February 25,

2019 through March 3, 2019 in Investor’s Business Daily Market Prep.

34.Ā Attached as Exhibit D are copies of the banner ads published in the e-newsletters.

MEDIA OUTREACH - INTERNET

35.Ā Internet advertising was a particularly helpful method of providing notice in this case,

given that according to MRI , nearly 98 percent of the target audience is online.

36.Ā In total, over 121 million online impressions were served to the target audience across a

whitelist9 of approximately 4,000 pre-vetted websites, multiple exchanges, and the social media

platforms Facebook, Instagram and LinkedIn. We also used retargeting10 to provide additional

reminders for those who expressed interest in the ads.

37.Ā Further, our media outreach included banner ads on local Business Journal websites, as

well as top-tier national news and local news websites. Online banner ads were served across

multiple devices including desktop, tablet and mobile devices.

38.Ā The online banner ads provided information for visitors to self-identify as potential

Settlement Class Members, allowing them to “click” on the banner ad and link directly to the

“landing page” website (www.ADRFXSettlement.com), with a further link to the Settlement

Website for more detailed information regarding the Settlement, important dates and deadlines,

downloadable copies of the long-form Notice, Claim Form and other relevant documents, and the

ability to submit a Claim Form online.

39.Ā To further enhance this Publication Notice Plan, HF Media employed Google AdWords

9 A whitelist is a custom list of acceptable websites where ad content may be served. Creating a whitelist helps to mitigate ad fraud, ensure ads will be served in relevant digital environments to the target audience and helps to ensure that ads will not appear next to offensive or objectionable content.10 Retargeting is an online reminder ad. Here, HF Media served additional ads to people on Facebook and Instagram who engaged with our ads, either by clicking or commenting on them.


keyword search terms. Accordingly, when identified target phrases and keywords were used in a

search on Google’s search engine, a link to the Settlement website appeared on the search result

page. Representative key terms included, but were not limited to: BNYM ADR Settlement, ADR

Settlement and ADR class action, among others.

40.Ā Attached as Exhibit E are examples of the banner ads.

SOCIAL MEDIA

41.Ā The Publication Notice Plan also included the social media platforms Facebook, Instagram

and LinkedIn. On Facebook and Instagram, targeting included adults who are 35 years of age and

older with high household incomes in addition to those who liked or followed investment pages

such as Motley Fool, Investing.com, MarketWatch, Morning Star, Seeking Alpha, The Street, the

Wall Street Journal, Yahoo! Finance, MarketWatch, Bloomberg, Financial Times and others. On

LinkedIn, targeting included individuals who are in top management positions in companies with

51 or more employees.

42.Ā Attached as Exhibit F are copies of the social media ads.

PRESS RELEASE

43.Ā In compliance with the Notice Order, the Publication Notice was issued across PR

Newswire’s US1 Newslines with additional targeting to finance influencers on January 25, 2019.

My staff and I monitored various media channels for subsequent news articles that mentioned our

press release and identified 151 various media pick-ups.

44.Ā Attached as Exhibit G is a copy of the pick-up report.

SETTLEMENT WEBSITE AND TOLL-FREE INFORMATION LINE

45.Ā The Court-authorized Claims Administrator, KCC, maintains the Settlement Website. The

Settlement Website is an important component of the notice program for the Settlement as it allows

potential Settlement Class Members to get information about the Settlement, obtain a copy of the

detailed long-form Notice, and/or submit a Claim Form.

46.Ā I am informed by the Claims Administrator that the Settlment Website was optimized for

mobile visitors so that information loads on their mobile device quickly. The Settlement Website

address was prominently displayed in the Publication Notices, as well as the Post-Card Notices


mailed to Registered Holder Settlement Class Members. KCC has informed me that, as of April

26, 2019, a total of 59,433 users visited the Settlement websites with over 60,300 sessions and

over 154,900 page views.

47.Ā I am also informed by KCC that, as of April 26, 219, the IVR has received a total of 10,830

calls.

CONCLUSION

48.Ā In my opinion, the robust outreach efforts described above reflect a particularly

appropriate, highly targeted and contemporary way to employ notice to the Settlement Class in

this matter, and in particular, the Non-Registered Holder Settlement Class Members who did not

receive direct mailed notice. Importantly, these outreach efforts are consistent with the flexibility

of notice provided in Rule 23.

49.Ā Through the Publication Notice Plan detailed above, an estimated 92 percent of targeted

Settlement Class Members were reached, on average, 4.4 times. In my experience, this is an

excellent result.

50.Ā Moreover, in my opinion, the efforts used in this Publication Notice Plan were of the

highest modern communication standards, embraced in FRCP Rule 23, and were reasonably

calculated to provide notice that is not only consistent, but exceeds best practicable court approved

notice programs in similar matters which are consistent with the Federal Judicial Center’s

guidelines concerning appropriate reach.

51.Ā I declare under the penalty of perjury, under the laws of the United States of America, that

the foregoing is true and correct. Executed on April 29, 2019, in Tigard, Oregon.

Jeanne C. Finegan, APR


Exhibit A


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Exhibit B


LEGAL NOTICE

IF YOU PURCHASED CERTAIN MORNING SONG WILD BIRD FOOD PRODUCTS FROM NOVEMBER 2005

TO MAY 2008, YOU MAY BE ENTITLED TO PAYMENT FROM A PROPOSED CLASS ACTION SETTLEMENT.

A proposed Settlement has been reached in a class action lawsuit about certain Morning Song wild bird food products that were purchased between November 2005 and May 2008. The plaintiffs allege that the application of two pesticides, Storcide II and Actellic 5E, to certain wild bird food products and the sale of those products violated the law. The plaintiffs sought refunds for their purchases. The defendants, The Scotts Miracle-Gro Company, The Scotts Company LLC, and Scotts’ Chief Executive Officer, deny any wrongdoing and deny that the plaintiffs suffered any damages or that they are entitled to refunds. The Court has not decided which side is right, but the parties have elected to settle the dispute by agreement. What Are The Settlement Terms? The proposed

Settlement provides for the payment of up to $85,000,000 in cash from which eligible consumers may receive refunds for their qualifying purchases of Morning Song Bird Food. Retailer-Identified Refunds will be provided automatically to Settlement Class Members who can be identified through certain retailer records. Settlement Class Members who cannot be identified through those retailer records must submit a Claim Form for a refund. A Settlement Class Member who submits a Claim Form with Proof of Purchase will receive a full refund. Claim Forms submitted without proof of purchase may receive up to $100 per household or more, depending on the amount of the claims and the balance available for distribution.How Do I Get A Payment? Settlement Class Members

who do not receive a “Retailer-Identified Refund Notice” by mail or email must submit a Claim Form by July 1, 2019. Claim Forms may be submitted online or printed from the website and mailed to the address on the Claim Form. Claim Forms are also available by calling 1-866-459-1390.Your Other Options. If you do nothing, your rights

will be affected but you will not receive a Settlement payment unless you are eligible for a Retailer-Identified Refund. If you do not want to be legally bound by the Settlement, you must exclude yourself by May 13, 2019. Unless you exclude yourself, you will not be able to sue Scotts or any of the Released Defendants for any and all of the legal and factual issues that the Settlement resolves and the Settlement Agreement releases. If you exclude yourself, you cannot receive a Refund under the Settlement. If you do not exclude yourself, you may object to the Settlement and notify the Court that you or your lawyer intend to appear at the Court’s final approval hearing. Any objection to the Settlement, or the fee and expenses application, are due no later than May 13, 2019: Rachel L. Jensen, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101; Edward Patrick Swan, Jr., Jones Day, 4655 Executive Drive, Suite 1500, San Diego, CA 92121-3134; and Mark Holscher, Kirkland & Ellis LLP, 333 South Hope Street, Los Angeles, CA 90071.The Court will hold a hearing in this case (In re Morning

Song Bird Food Litig., No 3:12-cv-01592) at 2:30 p.m. on June 3, 2019 at the U.S. District Court for the Southern District of California, 333 West Broadway, San Diego, California 92101, for the purpose of determining: (i) whether the proposed Settlement of the claims in this litigation should be approved by the Court as fair, reasonable and adequate; (ii) whether a final judgment and order of dismissal with prejudice should be entered by the Court dismissing the litigation with prejudice; and (iii) whether Class Counsel’s application for the payment of attorneys’ fees and expenses and service awards for the four named plaintiffs should be approved. You do not need to appear at the hearing or hire your own attorney, although you have the right to do so at your own expense.This Notice is just a summary. Complete details,

the Long-Form Notice, and Settlement Agreement are available at www.birdfoodsettlement.com or by calling 1-866-459-1390.

IF YOU ARE OR WERE A HOLDER OF OR OTHERWISE CLAIM ANY

ENTITLEMENT TO ANY PAYMENT IN CONNECTION WITH ANY

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ACTED AS DEPOSITARY, YOUR RIGHTS MAY BE AFFECTED.

Pursuant to Federal Rule of Civil Procedure 23 and Court Order, the Court has directed notice of the $72.5 million settlement proposed in In re: The Bank of New York Mellon ADR FX Litigation, No. 16-CV-00212-JPO-JLC (S.D.N.Y.) to the Settlement Class. If approved, the settlement will resolve all claims in the litigation. This notice provides basic information. It is important that you review the detailed notice (“Notice”) found at the website below.

What is this lawsuit about:Lead Plaintiffs allege that, during the relevant time period, BNYM systematically deducted impermissible fees for conducting foreign exchange from dividends and/or cash distributions issued by foreign companies, and owed to ADR holders. BNYM has denied, and continues to deny, any wrongdoing or liability whatsoever.

Who is a Settlement Class Member: All entities and individuals who at any time from January 1, 1997 through January 17, 2019 held (directly or indirectly, registered or bene�cially), or otherwise claim any entitlement to any payment (whether a dividend, rights offering, interest on capital, sale of shares, or other distribution) in connection with, any ADR for which BNYM acted as the depositary sponsored by an issuer that is identi�ed in the Appendix to the Notice. Certain entities and individuals are excluded from the de�nition of the Settlement Class as set forth in the Notice.

:KDW�DUH�WKH�EHQH¿WV�

If the Court approves the settlement, the proceeds, after deduction of Court-approved notice and administration costs, attorneys’ fees and expenses, and any applicable taxes, will be distributed pursuant to the Plan of Allocation set forth in the Notice, or other plan approved by the Court.

What are my rights:If you receive/have received a Post-Card Notice in the mail, you are a Registered Holder (i.e., you hold (or held) your eligible ADRs directly and your relevant information was provided by BNYM’s transfer agent), and you do not have to take any action to be eligible for a settlement payment. If you do not receive/have not received a Post-Card Notice in the mail, you are a Non-Registered Holder and you must submit a Claim Form, postmarked (if mailed), or online, by August 15, 2019, to be eligible for a settlement payment. Non-Registered Holder Settlement Class Members who do nothing will not receive a payment, but will be bound by all Court decisions.

If you are a Settlement Class Member and do not want to remain in the Settlement Class, you may exclude yourself by request, received by May 13, 2019, in accordance with the Notice. If you exclude yourself, you will not be bound by any Court decisions in this litigation and you will not receive a payment, but you will retain any right you may have to pursue your own litigation at your own expense concerning the settled claims. Objections to the settlement, Plan of Allocation, or request for attorneys’ fees and expenses must be received by May 13, 2019, in accordance with the Notice.

A hearing will be held on June 17, 2019 at 3:00 p.m., before the Honorable J. Paul Oetken, at the Thurgood Marshall U.S. Courthouse, 40 Foley Square, New York, NY 10007, to determine if the settlement, Plan of Allocation, and/or request for fees and expenses should be approved. Supporting papers will be posted on the website once �led.

For more information visit www.bnymadrfxsettlement.com, email [email protected] or call 866-447-6210.

866-447-6210 ǁǁǁ ďŶǇŵĂĚƌĨǆƐĞƩůĞŵĞŶƚ ĐŽŵ


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While Bogle didn’t invent the index fund, his

version, with its relatively low threshold for entry,

was the first targeted at retail investors, ultimately

helping millions of Americans save on unneces-

sary investment fees, while also making the

process of finding the right mutual fund a whole

lot simpler.

In addition to founding Vanguard, Bogle was a

prolific writer and frequent interview subject,

regularly name-checked by money-management

and personal finance experts as an inspiration.

That’s why MONEY asked financial and

market pros to share which of Bogle’s books they

have found over the course of their careers to be

the most valuable or influential. See the box

above for what they had to say.

Enough: True Measures of Money, Business, and Life

“Shortly after the 2008

financial crisis, I read

Jack Bogle’s Enough, and it [had] a profound

impact on me both

professionally and

personally,” says Trent

Porter, founder of Priority

Financial Partners.

“Unlike most books on

investing, Enough goes beyond dollars and cents

and dives into the values

Jack lived by to obtain his

success.”

Porter calls this

book, published in 2008,

“incredibly insightful

[about] the failings of

Wall Street that led to the

financial crisis,” and says

it remains just as rele-

vant today.

The Little Book of Common Sense Investing: The Only Way to Guarantee Your Fair Share of Stock Market Returns

“Jack was an original

industry thought

leader,” says John

O’Donnell, director

of research at Online

Trading Academy, who

calls The Little Book of Common Sense Investing one of his favorite titles.

Bogle gave an entire

generation tools for a

secure financial future,

O’Donnell says. This book

goes a long way in helping

investors reach that goal:

“Jack inspired us to self-

direct and manage our

own capital … and enjoy

the amazing benefits of

compounding long-term

growth and income tax

deferral.”

IF YOU ARE OR WERE A HOLDER OF OR OTHERWISE CLAIM ANY ENTITLEMENT

TO ANY PAYMENT IN CONNECTION WITH ANY AMERICAN DEPOSITARY SHARE

Έ K̂ D �d/D �^�<E Kt E ��^��E ��D �Z/��E ��WK ^/d�Zz�Z��/WdΉ�Έ��ZΉ ĀFOR

t , /�, �d, ��E <�K&�E �t�z KZ< �D �>>K E �ΈĀ�E z D Ή��d��^��WK^/d�Zz��z KhZ �

RIGHTS MAY BE AFFECTED.Pursuant to Federal Rule of Civil Procedure 23 and Court Order, the Court has directed notice of the $72.5 million settlement proposed in In re: The Bank of New York Mellon ADR FX Litigation, No. 16-CV-00212-JPO-JLC (S.D.N.Y.) to the Settlement Class. If approved, the settlement will resolve all claims in the litigation. This notice provides basic information. It is important that you review the detailed notice (“Notice”) found at the website below.



:KDW�DUH�WKH�EHQH¿WV�

If the Court approves the settlement, the proceeds, after deduction of Court-approved notice and administration costs, attorneys’ fees and expenses, and any applicable taxes, will be distributed pursuant to the Plan of Allocation set forth in the Notice, or other plan approved by the Court.




For more information visit www.bnymadrfxsettlement.com, email [email protected] or call 866-447-6210.

866-447-6210 ǁ ǁ ǁ �ďŶǇŵĂĚƌĨǆƐĞƩ ůĞŵĞŶƚĐĀŽŵ


A PR I L 1 , 2 019

t im e . c om

How Alexandria Ocasio-Cortez

became America’s lightning rodBy CHARLOTTE ALTER

By JUSTIN WORLAND

CHANGINGTHE CLIMATE FIGHT


M O V I E S

R o o m f o r b ot h a c ti o n a n d u n e a s e i n H ot el M u m b ai S O M E TI M E S A FI L M I S E X P E R T L Y m a d e a n d b e a utif ull y a ct e d — a n d it’s still n ot s o m et hi n g y o u f e el y o u s h o ul d b e w at c hi n g. A nt h o n y M ar a s’ d e b ut f e at ur e, H ot el M u m b ai, f o c u s e s o n t h e N o v e m b er 2 0 0 8 si e g e of t h at cit y’s st at el y T aj M a h al P al a c e, i n w hi c h a gr o u p of t err ori st s kill e d m or e t h a n 1 5 0 p e o pl e. M a n y m or e w o ul d h a v e di e d if n ot f or t h e h er oi c a cti o n s of t h e h ot el st a ff, i n cl u di n g t h e h e a d c h ef ( pl a y e d h er e b y t h e w o n d erf ul I n di a n a ct or A n u p a m K h er) a n d a y o u n g Si k h w ait er n a m e d Arj u n ( D e v P at el), al m o st s e nt h o m e t h at d a y f or s h o wi n g u p i n i m pr o p er s h o e s.

T h e att a c k s, a s dr a m a-ti z e d, ar e br ut al t o w at c h. T h e s ur vi v or s m a y or m a y n ot i n cl u d e Z a hr a ( N a z a ni n B o ni a di), w h o i s I n di a n; D a vi d ( Ar mi e H a m m er), h er A m eri-c a n h u s b a n d; a n d V a sili, a cr u d e R u s-si a n b u si n e s s m a n ( pl a y e d, gr a n dl y, b y J a s o n I s a a c s). H ot el M u m b ai — a s r e-s p e ctf ul t o t h e s ur vi v or s a n d vi cti m s a s M ar a s i s — ulti m at el y t a k e s o n t h e q u aliti e s of a n a cti o n fil m: W h o will li v e a n d w h o will di e ? B ut t h at’s n ot M ar a s’ f a ult. Wit h t h e i n cr e a s e d fr e q u e n c y of a s s a ult- w e a p o n att a c k s w orl d wi d e, t h e r e alit y of o ur li v e s t o o oft e n f e el s li k e s o m et hi n g t h at b el o n g s o nl y i n a m o vi e. W h et h er or n ot y o u c a n b e ar t o l o o k i s u p t o y o u. — S. Z.

‘ A fil m li k e t hi s, wit h a b u n c h o f b r o w n f a c e s, w o ul d n ot h a v e b e e n m a d e 1 0 y e a r s a g o.’

D E V P A T E L, i n t h e S y d n e y M or ni n g H er al d

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T O AN Y P A Y M E N T I N CO N N E C TI O N WI T H A N Y A M E RI C A N D E P O S IT A R Y S H A R E

Έ ^K D � d/ D � �̂ < E Kt E � � �̂ �E � �D � Z/ � � E �� W K ^ / d � Z z � Z � � �/W d Ή�Έᵹ� � Z Ή F O R

t , / �, � d, �� E <� K & �E � t� z K Z < �D � > > K E �Έ Ā� E z D Ή� � �d � �� ̂ � � W K ^ / d � Z z � zK h Z�

RI G H T S MA Y B E A F F E C T E D.

P urs u a nt t o F e d er al R ul e of Ci vil Pr o c e d ur e 2 3 a n d C o urt Or d er, t h e C o urt h as dir e ct e d n oti c e of t h e $ 7 2. 5 milli o n s ettl e m e nt pr o p os e d i n I n r e: T h e B a n k of N e w Y or k M ell o n A D R F X Liti g ati o n, N o. 1 6- C V- 0 0 2 1 2-J P O- J L C ( S. D. N. Y.) t o t h e S ettl e m e nt Cl ass. If a p pr o v e d, t h e s ettl e m e nt will r es ol v e all cl ai ms i n t h e liti g ati o n. T his n oti c e p r o vi d es b asi c i nf o r m ati o n. It is i m p o rt a nt t h at y o u r e vi e w t h e d et ail e d n oti c e ( “ N oti c e ”) f o u n d at t h e w e bsit e b el o w.

W h a t i s t hi s l a w s ui t a b o u t:L e a d Pl ai ntiffs all e g e t h at, d uri n g t h e r el e v a nt ti m e p eri o d, B N Y M s yst e m ati c all y d e d u ct e d i m p er missi bl e f e es f or c o n d u cti n g f or ei g n e x c h a n g e fr o m di vi d e n ds a n d/ or c as h distri b uti o ns iss u e d b y f or ei g n c o m p a ni es, a n d o w e d t o A D R h ol d ers. B N Y M h as d e ni e d, a n d c o nti n u es t o d e n y, a n y wr o n g d oi n g or li a bilit y w h ats o e v er.

W h o i s a S e t tl e m e n t Cl a s s M e m b e r: All e ntiti es a n d i n di vi d u als w h o at a n y ti m e fr o m J a n u ar y 1, 1 9 9 7 t hr o u g h J a n u ar y 1 7, 2 0 1 9 h el d ( dir e ctl y or i n dir e ctl y, r e gist er e d or b e n e fi ci all y), or ot h er wis e cl ai m a n y e ntitl e m e nt t o a n y p a y m e nt ( w h et h er a di vi d e n d, ri g hts off eri n g, i nt er est o n c a pit al, s al e of s h ar es, or ot h er distri b uti o n) i n c o n n e cti o n wit h, a n y A D R f or w hi c h B N Y M a ct e d as t h e d e p osit ar y s p o ns or e d b y a n iss u er t h at is i d e nti fi e d i n t h e A p p e n di x t o t h e N oti c e. C ert ai n e ntiti es a n d i n di vi d u als ar e e x cl u d e d fr o m t h e d e fi niti o n of t h e S ettl e m e nt Cl ass as s et f ort h i n t h e N oti c e.

: K D W � D UH �W K H � EH Q H ¿ W V �If t h e C o urt a p pr o v es t h e s ettl e m e nt, t h e pr o c e e ds, aft er d e d u cti o n of C o urt- a p pr o v e d n oti c e a n d a d mi nistr ati o n c osts, att or n e ys’ f e es a n d e x p e ns es, a n d a n y a p pli c a bl e t a x es, will b e distri b ut e d p urs u a nt t o t h e Pl a n of All o c ati o n s et f ort h i n t h e N oti c e, or ot h er pl a n a p pr o v e d b y t h e C o urt.

W h a t a r e m y ri g h t s:If y o u r e c ei v e/ h a v e r e c ei v e d a P ost- C ar d N oti c e i n t h e m ail, y o u ar e a R e gist er e d H ol d er (i. e., y o u h ol d ( or h el d) y o ur eli gi bl e A D Rs dir e ctl y a n d y o ur r el e v a nt i nf or m ati o n w as pr o vi d e d b y B N Y M’s tr a nsf er a g e nt), a n d y o u d o n ot h a v e t o t a k e a n y a cti o n t o b e eli gi bl e f or a s ettl e m e nt p a y m e nt. If y o u d o n ot r e c ei v e/ h a v e n ot r e c ei v e d a P ost- C ar d N oti c e i n t h e m ail, y o u ar e a N o n- R e gist er e d H ol d er a n d y o u m ust s u b mit a Cl ai m F or m, p ost m ar k e d (if m ail e d), or o nli n e, b y A u g ust 1 5, 2 0 1 9 , t o b e eli gi bl e f or a s ettl e m e nt p a y m e nt. N o n- R e gist er e d H ol d er S ettl e m e nt Cl ass M e m b ers w h o d o n ot hi n g will n ot r e c ei v e a p a y m e nt, b ut will b e b o u n d b y all C o urt d e cisi o ns.

If y o u ar e a S ettl e m e nt Cl ass M e m b er a n d d o n ot w a nt t o r e m ai n i n t h e S ettl e m e nt Cl ass, y o u m a y e x cl u d e y o urs elf b y r e q u est, r e c ei v e d b y M a y 1 3, 2 0 1 9 , i n a c c or d a n c e wit h t h e N oti c e. If y o u e x cl u d e y o urs elf, y o u will n ot b e b o u n d b y a n y C o urt d e cisi o ns i n t his liti g ati o n a n d y o u will n ot r e c ei v e a p a y m e nt , b ut y o u will r et ai n a n y ri g ht y o u m a y h a v e t o p urs u e y o ur o w n liti g ati o n at y o ur o w n e x p e ns e c o n c er ni n g t h e s ettl e d cl ai ms. O bj e cti o ns t o t h e s ettl e m e nt, Pl a n of All o c ati o n, or r e q u est f or att or n e ys’ f e es a n d e x p e ns es m ust b e r e c ei v e d b y M a y 1 3, 2 0 1 9 , i n a c c or d a n c e wit h t h e N oti c e.

A h e ari n g will b e h el d o n J u n e 1 7, 2 0 1 9 at 3: 0 0 p. m. , b ef or e t h e H o n or a bl e J. P a ul O et k e n, at t h e T h ur g o o d M ars h all U. S. C o urt h o us e, 4 0 F ol e y S q u ar e, N e w Yor k, N Y 1 0 0 0 7, t o d et er mi n e if t h e s ettl e m e nt, Pl a n of All o c ati o n, a n d/ or r e q u est f or f e es a n d e x p e ns es s h o ul d b e a p pr o v e d. S u p p orti n g p a p ers will b e p ost e d o n t h e w e bsit e o n c e fil e d.

F or m or e i nf or m ati o n visit w w w. b n y m a drf xs ettl e m e nt. c o m, e m ail i nf o @ b n y m a drf xs ettl e m e nt. c o m or c all 8 6 6- 4 4 7- 6 2 1 0.

8 6 6 - 4 47- 6 2 1 0 ǁ ǁ ǁ ď Ŷ Ǉ ŵ Ă Ě ƌĨ ǆƐ ĞƩ ů Ğ ŵ Ğ Ŷƚ Đ ĀŽ ŵ


Exhibit C


M aj or W orl d M ar k et s, p er c e nt a g e c h a n g e b as e d o n b e n c h m ar k E T Fs

A u st r ali a

H o n g K o n g T ai w a nI n di a

R u s si a

F r a n c e

G e r m a n y

N a s d a q

C a n a d a

S & P 5 0 0

B r a zil

S o ut h Af ri c a

U. K.

J a p a n

S o ut h K o r e a

M e xi c o

C hi n aBi g C a p

C hi n aS m all C a p

W e e kl y/ Y e a r t o d at e

+ 1. 1/ + 7. 9 %

+ 1. 8/ + 1 0. 1 % - 0. 6/ + 3. 9 %+ 0. 8/ - 1. 8 %

- 1. 7/ + 1 0. 7 %

- 1. 7/ + 4. 7 %

- 3. 4/ + 2. 2 % - 0. 7/ + 1 2. 5 %

+ 0. 1/ + 8 %

+ 0. 5/ + 1 0 %

- 5. 1/ + 1 2. 8 %

- 4. 1/ + 7. 5 %

+ 0. 3/ + 8 %

- 2. 4/ + 4. 1 %

- 2. 1/ + 6. 5 %

- 0. 9/ + 7. 9 %

- 0. 8/ + 8. 5 %+ 1/ + 9. 2 %

I B D C o m p o sit e R ati n gE a r ni n g s P e r S h a r e G r o wt h R ati n g

R el ati v e P ri c e St r e n gt h R ati n gS al e s + P r ofit M a r gi n s + R O E

A c c u m ul ati o n/ Di st ri b uti o n ( 3 m o s)

52- wk Dividend Stock Close Wkly Vol % Vol PHigh Stock % Yield Sy mbol Price Chg Chg 1000 E6 6 6 6 6

1 Willi s T o w e r s W at s o n W L T W U. K. 1 6 7. 8 9 7 9 3 8 5 + 1 2 + 8 1 + 1 3 + 1 4 1 1 1 8I n s u r a n c e b r o k e r s p e ci ali z e s i n a e r o s p a c e, e n e r g y, m a ri n e fi el d s.

2 A o n A O N U. K. 1 6 8. 2 9 5 8 2 8 9 + 1 2 + 1 9 + 1 2 - 5 3 3 2 0I n s u r a n c e b r o k e r' s E P S g r o wt h s h o ul d ri s e 1 4 %, a n al y st s s a y.

3 E s s e nt E S N T B E R M U D A 4 1. 4 6 9 9 9 9 8 0 + 9 + 6 6 + 1 1 + 2 0 1 7 6 9P r o vi d e s r ei n s u r a n c e a n d p ri v at e m o rt g a g e i n s u r a n c e i n all 5 0 st at e s.

4 All e gi o n A L L E I R E L A N D 9 1. 3 9 9 7 8 5 8 8 + 1 3 + 2 1 + 1 0 + 1 7 9 9 1 9S p e ci ali st i n s af et y p r o d u ct s hi k e s q u a rt e rl y di vi d e n d b y 2 9 %.

5 St e ri s S T E U. K. 1 1 8. 6 9 5 8 4 8 7 + 1 4 + 1 7 + 1 2 + 7 1 1 1 7C o m p a n y s p e ci ali z e s i n s u r gi c al e q ui p m e nt, i nf e cti o n p r e v e nti o n.

6 F a b ri n et F N C A Y M A N I S L A N D S 5 1. 3 5 9 7 9 0 9 6 + 2 4 + 3 5 + 2 5 + 2 0 1 5 8C o nt r a ct m a k e r f o r p r e ci si o n o pti c al, s o p hi sti c at e d el e ct r o ni c s.

7 H o ri z o n P h a r m a H Z N P I R E L A N D 2 2. 9 0 9 8 9 1 9 6 + 4 4 + 1 5 0 + 8 6 + 2 0 1 7 2 7I r el a n d - b a s e d d r u g m a k e r i s a l e a di n g pl a y e r i n a rt h riti s t r e at m e nt s.

8 C y b e r A r k S oft w a r e C Y B R I S R A E L 8 8. 9 7 9 9 9 9 9 7 + 5 1 + 9 2 + 4 4 + 3 1 1 2 2 1S e c u rit y s oft w a r e fi r m s p e ci ali z e s i n p ri vil e g e d a c c o u nt a c c e s s.

9 Wi x. c o m WI X I S R A E L 1 1 1. 0 9 3 7 2 9 6 .. + 9 9 9 + 1 0 0 + 4 0 .. ..I s r a eli fi r m' s cl o u d s oft w a r e h el p s u s e r s wit h w e b sit e c r e ati o n.

1 0 Atl a s si a n T E A M A U S T R A LI A 1 0 4. 3 9 9 9 9 9 8 + 5 7 + 9 2 + 8 0 + 3 9 1 3 2 0It s t e a m c oll a b o r ati o n s oft w a r e s h o w s g r o wt h i n cl o u d, r e m ot e w o r ki n g.





Relative Annual Last Qtr Next Qtr Last QtrClosing Co mposite EPS Strgth EPS Est EPS EPS Sales Pretax

Rank Co mpany Sy mbol Country Price Rating Rating Rtg % Chg % Chg % Chg %Chg R OE Margin

Gl o b al L e a d er s





9 3 7 2 8 5 A .. 1 6. 2 T e nc e nt M usic T M E 1 4. 7 0 + 0. 7 6 - 5 1 2 0 m 4 1 k

7 4 9 8 3 3 B D 4 7. 8 T witt er T W T R 3 0. 0 1 - 3. 1 8 + 5 1 1 7 5 m 3 5 o

7 1 9 8 1 5 A C 1 4 2 W ei b o A W B 6 1. 0 3 + 0. 1 3 - 4 4 6. 9 m 2 3 ò

9 5 7 0 8 1 A B + 4 4. 5 Y a n d ex r Y N D X 3 3. 2 3 - 0. 4 5 - 3 2 6. 9 m 3 2 ò

1 9. FI N A N C E + 0. 2 %DailyChange + 1 0. 2 1 %

SinceJan. 1

7 I P O wit hi n l a st 1 5 y e ar s a n d E P S & R S 8 0 or hi g h er

9 6 8 4 8 7 A B + 2 0. 2 7 B ai n C p S p 8. 4 B C S F 1 9. 6 2 - 0. 3 7 - 4 1 5 7 8 2 5 k

9 9 9 9 8 0 A B + 4 8. 0 7 Ess e nt Gr p E S N T 4 1. 4 6 + 0. 9 5 + 3 2. 8 m 8 ê

9 6 8 7 8 4 A B + 2 3 0 7 Fl e etc or T ec h F L T 2 1 7. 2 + 1 4. 2 5 + 1 7 4. 1 m 2 0 o

9 6 8 8 8 1 A B + 5 0. 2 7 H F F H F 4 1. 5 5 - 0. 6 0 - 2 2 7 1 9 1 5 x

9 8 8 9 9 2 A A 7 8. 3 7 L P L F ncl 1. 3 L P L A 7 6. 7 3 + 1. 6 1 + 4 4 6. 0 m 1 5 o

9 4 8 3 8 7 A B- 2 3 1 7 M ar ktxs . 9 M K T X 2 2 0. 7 + 7. 0 5 - 2 5 1. 0 m 4 6 ê

9 8 9 2 8 9 A B 2 2 5 7 M ast erc . 6 r M A 2 1 6. 6 + 2. 8 1 - 3 3 1 6 m 3 3 o

9 5 9 0 8 9 A B 1 8 4 7 M S CI 1. 3 M S CI 1 7 2. 3 - 0. 5 6 - 1 7 3. 0 m 3 2 o

9 5 9 1 8 0 A C + 1 5 1 7 Vis a . 7 V 1 4 0. 4 + 0. 2 3 - 2 1 4 3 m 2 9 o

7 3 8 9 2 3 B A- 4 7. 3 Air L e as e 1. 4 A L 3 6. 8 3 - 1. 1 0 - 4 3 3. 1 m 8 ò

8 9 9 1 8 5 A D- 3 1. 2 Alli B er 9 A B 3 0. 5 0 - 0. 1 5 - 4 2 1. 6 m 9 ò

7 8 9 1 6 3 C D + 2 9. 0 All y Fi 2. 6 A L L Y 2 6. 4 2 + 0. 1 8 - 1 2 1 7 m 7 o

2 8 3 6 9 E B- 8 2. 5 Alt a b a A A B A 6 8. 5 2 ... - 3 1 2 6 m 9 9 k

8 2 6 2 7 3 A D + 1 1 4 A m er Ex p 1. 5 A X P 1 0 4. 5 + 1. 4 6 - 3 6 1 4 m 1 4 o

5 8 7 0 3 5 B C 1 6 4 A m er pri 2. 9 A M P 1 2 5. 6 - 1. 3 2 - 1 8 4. 7 m 8 o

6 8 6 3 5 6 A D- 1 7. 6 Ar es C a p 9 A R C C 1 6. 5 4 + 0. 2 4 - 4 2 8. 4 m 1 0 ò

4 6 6 3 2 6 B C + 5 7 8 Bl ac kr o 3. 2 B L K 4 1 1. 8 - 5. 0 5 - 3 9 2. 4 m 1 5 o

4 9 3 9 6 6 B D- 4 0. 6 Bl ac kst 6. 4 B X 3 3. 7 6 - 0. 2 4 - 5 0 1 5 m 1 0 x

6 4 3 9 7 9 B D 4 5. 0 Br kfl d As 1. 4 B A M 4 3. 7 2 + 0. 4 3 - 3 1 4. 3 m 1 6 ò

7 6 5 0 9 1 E A 2 1. 9 C a n n a e C N N E 2 1. 3 8 + 1. 6 4 - 1 1 1. 6 m ..ê

9 4 6 0 9 3 A B + 2 4. 2 C a p S W 6. 4 C S W C 2 1. 3 6 + 0. 1 1 - 3 9 3 2 4 1 6 ê

7 4 9 1 3 1 A D + 1 2 4 C b o e Gl bl 1. 3 r C B O E 9 4. 6 5 + 0. 6 0 + 3 4. 1 m 1 8 o

7 3 9 7 2 6 A D 6 0. 2 C h arl es Sc 1. 5 r S C H W 4 4. 7 6 - 2. 2 7 - 1 6 3 6 m 1 8 o

4 7 4 7 4 5 C A- 5 6. 1 CI T Gr o u p 2. 1 CI T 4 8. 0 0 + 1. 0 6 - 1 9 4. 1 m 1 1 o

8 4 9 0 7 9 B D 1 9 7 C M E Gr p 1. 6 C M E 1 7 8. 2 - 5. 2 4 - 4 9. 5 m 2 8 ò

9 0 7 3 8 1 B B + 1 8. 0 C o w e n A r C O W N 1 5. 7 3 - 0. 9 6 - 3 8 1. 1 m 8 k

9 1 7 7 8 8 B C 4 6 7 Cr e dit Ac pt C A C C 4 2 5. 9 + 8. 4 2 - 2 6 4 2 4 1 4 ê

7 9 8 4 3 9 A C + 8 1. 3 Disc o v er 2. 4 r D F S 6 8. 0 1 - 0. 3 9 - 1 4 1 2 m 8 o

6 3 9 9 1 8 A E 6 6. 5 E Tr a d e 1. 2 E T F C 4 5. 9 3 - 1. 3 7 - 8 1 5 m 1 1 o

4 8 7 3 1 4 A C 5 8. 6 E at o n V a 3. 6 E V 3 9. 1 7 - 0. 0 9 - 3 6 4. 3 m 1 2 ò

5 7 5 7 4 7 B C + 1 3 8 E q uif ax 1. 5 E F X 1 0 6. 9 - 1. 0 6 - 1 2 4. 8 m 1 8 ò

9 4 9 2 9 7 A D + N H E ur o n et E E F T . 1 2 6. 6 + 1 1. 2 2 + 2 7 3. 1 m 2 2 o

8 2 9 2 4 2 A B- 1 1 7 E v erc or e 2. 2 E V R 8 9. 6 1 - 0. 2 0 + 5 3. 1 m 9 ê

9 1 6 2 9 6 A C + 3 0. 2 E v ert ec . 7 E V T C . 2 8. 6 2 + 1. 0 0 - 3 3 2. 1 m 1 7 ò

8 3 5 6 8 4 B A- 3 5. 2 F e dI n vs 3. 9 FII 2 7. 3 5 + 1. 3 5 - 1 4 4. 0 m 1 2 o

8 2 8 0 7 9 C C + 1 1 0 Fi d elit y 1. 3 FI S 1 0 9. 0 + 1. 8 0 + 7 8. 5 m 2 1 ò

7 9 2 1 9 6 C A + 2 6. 6 First D at a F D C 2 5. 5 1 + 0. 8 6 - 3 4 5 6 m 1 8 o

9 1 8 9 8 9 B B- N H Fis er v r FI S V 8 5. 7 0 + 2. 7 8 - 6 2 5 m 2 7 ê

8 6 9 4 7 4 C D + 1 2 9 Gl o b al P . 0 G P N 1 1 4. 9 + 1. 1 4 0 7. 2 m 2 3 ò

8 7 9 3 5 3 A C + 9 3. 0 Gr e e n D ot A G D O T 7 2. 5 3 - 2. 7 6 - 4 7 1. 8 m 2 4 ò

7 7 7 2 8 2 C C- 3 3. 5 Gr e e n hi . 8 G H L 2 4. 9 0 - 0. 0 1 - 9 1. 8 m 1 5 o

7 1 4 3 7 7 B C 1 3. 7 H erc ul es 9 r H T G C 1 3. 0 5 + 0. 0 6 - 1 8 2. 4 m 1 0 ò

9 2 8 8 5 8 A B + 5 3. 2 H o uli h a 2. 4 H LI 4 4. 4 0 + 0. 1 8 - 4 4 7 9 3 1 6 ê

8 2 6 2 7 5 B B- 5 6. 0 I hs M ar kit I N F O 5 2. 4 1 + 0. 6 4 - 3 3 8. 2 m 2 2 o

8 7 8 7 7 4 B C- 8 2. 7 I nt erc o nt 1. 4 r I C E 7 6. 1 6 - 1. 3 6 + 2 8 1 9 m 2 1 ê

8 5 7 2 9 5 D C N H I n v T ec h . 9 r I T G 3 0. 3 1 + 0. 0 5 - 5 6 1. 3 m 3 6 ò

5 8 2 8 6 2 B B- 2 8. 7 K K R & C 2. 2 K K R 2 3. 1 7 - 0. 3 1 - 6 2 1 m 1 1 x

9 8 9 6 7 5 A C + 2 1. 4 K K R R e al Es 8. 4 K R E F 2 0. 4 2 - 0. 0 9 - 4 5 9 4 1 1 3 k

9 9 9 7 8 9 A A- 3 9 1 L e n di n gtr e e T R E E 2 9 9. 9 - 5. 6 0 - 3 9 6 7 0 5 6 ò

6 8 5 4 3 9 A B + 6 7. 7 M o elis 4. 1 M C 4 6. 2 3 + 1. 7 8 + 1 7 3. 2 m 1 5 o

7 1 3 5 8 6 B B- 2 0. 1 Mr. C o o p er C O O P 1 5. 1 9 - 0. 1 5 - 5 0 2. 1 m ..k

7 6 8 1 6 1 B D 9 6. 8 N as d a q 2. 0 N D A Q 8 7. 0 6 - 0. 3 2 - 3 0 3. 1 m 1 8 o

7 5 3 9 7 8 A B- 1 4. 3 N e w Mt n F n 9 N M F C 1 3. 9 5 + 0. 0 7 - 3 3 1. 3 m 1 1 ò

9 8 7 4 9 1 A B- 2 4. 5 N MI H d gs A N MI H 2 1. 8 8 - 0. 3 4 - 2 8 1. 3 m 1 5 ò

7 3 9 9 2 0 A D + 4 0. 0 P a gs e g ur o A P A G S 2 2. 7 8 + 0. 1 1 - 6 1 3 m 2 7 k

9 7 9 1 8 9 A B 9 4. 6 P a y p al r P Y P L 9 1. 8 7 + 1. 8 6 - 3 2 3 2 m 3 7 o

6 8 7 7 3 7 A C- 1 0 2 R a y m n dJ 1. 7 RJ F 8 0. 4 3 - 0. 8 6 - 4 8 3. 2 m 1 2 o

8 0 7 2 9 7 E B + 1 8. 0 R e nt A C ntr R CII 1 7. 4 0 + 0. 1 7 - 6 5 4. 6 m 5 7 ò

4 9 6 7 2 4 C B + 8 5. 1 R y d er S ys 3. 7 R 5 7. 9 2 - 0. 4 4 - 4 3 2. 1 m 1 0 ò

6 6 5 1 8 6 C D- 2 1. 8 S a nt n d e 3. 9 S C 2 0. 3 6 + 1. 2 6 + 1 9 9. 6 m 8 x

8 3 9 2 5 6 A C 1 2. 5 S L M 1. 1 S L M 1 0. 7 1 + 0. 0 1 - 1 7 1 6 m 1 0 o

9 6 7 1 9 5 A B- 1 0 1 S q u ar e A S Q 7 3. 4 9 + 2. 6 9 - 3 4 5 9 m 9 9 ò

9 1 4 7 9 0 A A- 1 4. 6 St ell us C a 9 S C M 1 4. 4 7 + 0. 1 5 - 4 7 3 1 3 1 1 k

6 6 7 7 4 7 C B- 6 8. 3 Stif el F . 9 r S F 5 2. 4 2 + 2. 1 4 - 7 2. 4 m 9 o

8 9 9 5 5 2 A C 6 3. 0 T D A mtr 2. 2 A M T D 5 4. 2 0 - 2. 8 4 + 2 1 1 3 m 1 4 o

8 9 9 4 7 3 C B- 1 0 0 T ot al S ys . 6 T S S 9 1. 8 2 + 0. 9 3 - 1 1 6. 9 m 2 0 o

9 8 8 8 7 2 A C 2 1. 1 T p g R e Fi n T 8. 6 T R T X 1 9. 9 2 + 0. 3 3 - 4 0 5 0 3 1 1 k

8 9 9 4 4 3 A B- 7 9. 5 Tr a ns U n . 5 T R U 6 1. 9 4 + 1. 2 5 - 6 6. 3 m 2 6 ò

7 6 9 7 4 0 A C- 3 9. 6 Trit o n 6. 5 T R T N 3 1. 9 2 - 3. 6 5 + 1 0 7 4. 9 m 7 ò

7 6 9 6 2 4 A B + 1 9 0 U nt d R e nt al r U RI 1 2 6. 3 - 0. 0 5 - 3 7 6. 1 m 7 o

9 0 7 8 8 3 A A- 3 7. 9 Virt u F 3. 6 VI R T 2 6. 8 8 + 1. 6 4 + 1 5 5. 2 m 1 3 o

9 2 8 6 7 4 A C + 2 0 3 W E X W E X 1 6 6. 7 + 3. 6 6 - 4 1 1. 3 m 2 1 k

8 4 8 9 7 1 B D 1 0 3 W orl d pl a y A W P 8 5. 7 0 + 0. 9 3 - 5 4 6. 4 m 2 2 k

2 0. C HI P S 0. 0 %DailyChange + 1 1. 4 9 %

SinceJan. 1

7 I P O wit hi n l a st 1 5 y e ar s a n d E P S & R S 8 0 or hi g h er

9 8 9 2 9 2 A B 2 8 0 7 Br o a dc o m 3. 9 r A V G O. 2 7 4. 1 + 7. 2 5 - 4 1 1 2 m 1 3 o

9 8 9 8 9 4 A B + 9 9 7 M ell a n ox M L N X 9 7. 1 6 + 1. 5 4 - 3 0 3. 2 m 1 9 o

9 9 9 4 8 1 A B- 1 5 2 7 M o n olit . 9 M P W R 1 3 1. 3 + 1. 7 5 - 5 1. 5 m 3 6 ó

9 5 6 8 9 8 B B 3 4. 1 A d v a Mcr D v A M D 2 3. 0 5 - 1. 4 6 - 1 8 4 3 1 m 5 0 o

9 2 8 1 8 9 A B + 1 0 3 A n al o g D 1. 9 A DI 1 0 0. 7 + 0. 1 9 - 4 1 4 m 1 6 ò

7 1 8 7 4 0 A B 6 2. 4 A p M at 2. 0 A M A T 3 9. 7 8 + 0. 4 7 + 7 6 9 m 8 ò

7 6 7 7 4 8 A B- 2 2 1 A S M L . 8 A S M L 1 8 1. 1 + 2. 6 6 - 8 4. 8 m 2 5 o

8 8 9 6 7 9 A C- 3 9. 8 Br o o ks A 1. 3 B R K S 2 9. 7 6 - 1. 1 4 + 3 6 4. 3 m 2 6 o





Research Tables continued fro m B9

Tr y M ar k et S mit h f or 3 w e e k s, o nl y $ 1 9. 9 5

8 0 0- 8 3 1- 2 5 2 5 I I n v e st or s. c o m /tr y

© 2 0 1 8 I n v e st or’ s B u si n e s s D ail y, I n c. I n v e st or’ s B u si n e s s D ail y, I B D, C A N S LI M, L e a d er b o ar d a n d c orr e s p o n di n g l o g o s ar e r e gi st er e d tr a d e m ar k s o w n e d b y I n v e st or’ s B u si n e s s D ail y, I n c. M ar k et S mit h i s a r e gi st er e d tr a d e m ar k of M ar k et S mit h, I n c or p or at e d.

T hi s a n n o u n c e m e nt is n eit h er a n off er t o p u r c h as e n or a s oli cit ati o n of a n off er t o s ell S h ar es ( a s d efi n e d b el o w). T h e Off er ( a s d efi n e d b el o w) i s m a d e s ol el y b y t h e Off er t o P ur c h as e, d at e d F e br u ar y 1 1, 2 0 1 9, a n d t h e r el at e d l ett er of tr a ns mitt al, a n d a n y a m e n d m e nts t h er et o, a n d is b ei n g m a d e t o all h ol d ers of S h ar es, pr o vi d e d t h at t h e

Off er is n ot b ei n g m a d e t o ( n or will t e n d ers b e a c c e pt e d fr o m or o n b e h alf of) t h e h ol d ers of S h ar es i n a n y j uris di cti o n i n w hi c h t h e m a ki n g of t h e Off er or t h e a c c e pt a n c e t h er e of w o ul d n ot b e i n c o m pli a n c e wit h t h e

s e c uriti es, “ bl u e s k y ” or ot h er l a ws of s u c h j uris di cti o n. I n a n y j uris di cti o n w h er e a p pli c a bl e l a ws r e q uir e t h e Off er t o b e m a d e b y a li c e ns e d br o k er or d e al er, t h e Off er s h all b e d e e m e d t o b e m a d e o n b e h alf of P ur c h as er ( a s d efi n e d

b el o w) b y o n e o r m o r e r e gi st e r e d b r o k e rs o r d e al e r s li c e n s e d u n d e r t h e l a ws of s u c h j u ris di cti o n. N oti c e of Off e r t o P u r c h as e f o r C as h u p t o 5 0, 0 0 0 S h a r es of C o m m o n St oc k of

C O N O C O P HI L L I P S

at $ 5 5. 0 0 N et P e r S h a r e b y B A K E R M I L L S L L C

B a k er Mills L L C, a D el a w ar e li mit e d li a bilit y c o m p a n y ( “ P ur c h as er ”) , i s off eri n g t o p ur c h as e u p t o 5 0, 0 0 0 s h ar e s of c o m m o n st o c k, $ 0. 0 1 p ar v al u e p er s h ar e (t h e “ S h ar es ”), of C o n o c o P hilli ps, a D el a w ar e c or p or ati o n (t h e “ C o m p a n y ”), at $ 5 5. 0 0 p er S h ar e, n et t o t h e s ell er i n c as h, u p o n t h e t er ms a n d s u bj e ct t o t h e c o n diti o ns s et f ort h i n t h e Off er t o P ur c h as e, d at e d F e br u ar y 1 1, 2 0 1 9 a n d i n t h e r el at e d l ett er of tr a ns mitt al ( w hi c h, t o g et h er wit h t h e Off er t o P ur c h a s e a n d a n y a m e n d m e nt s t h er et o, c oll e cti v el y c o nstit ut e t h e “ Off er ”). T h e Off er is n ot c o n diti o n e d u p o n t h e t e n d er of a n y mi ni m u m n u m b er of S h ar es.

T H E O F F E R A N D WI T H D R A W A L RI G H T S WI L L E X PI R E A T 5: 0 0 P. M., N E W Y O R K CI T Y TI M E, O N M A R C H 1 4, 2 0 1 9, U N L E S S T H E O F F E R I S E X T E N D E D O R T E R M I N A T E D ( T H E “ E X PI R A T I O N

TI M E ”).

I M P O R T A N T DI S C L O S U R E T H E O F F E R P R I C E O F $ 5 5. 0 0 R E P R E S E N T S A N A P P R O XI M A T E L Y 2 0. 4 2 % DI S C O U N T T O T H E C L O SI N G P R I C E O F T H E S H A R E S O F $ 6 9. 1 1 O N F E B R U A R Y 6, 2 0 1 9 A S T R A D E D O N T H E N E W

Y O R K S T O C K E X C H A N G E, T H E L A S T T R A DI N G D A Y P RI O R T O T H E FI N A LI Z A T I O N O F T H I S S U M M A R Y P U B LI C A TI O N.

T h e Off er is n ot m a d e f or t h e p ur p os e of a c q uiri n g or i nfl u e n ci n g c o ntr ol of t h e C o m p a n y. I n or d er t o t e n d er S h ar es, t h e d o c u m e nts, si g n at ur es a n d i nf or m ati o n d es cri b e d i n t h e Off er t o P ur c h as e m ust b e r e c ei v e d at or pri or t o t h e E x pir ati o n Ti m e b y N e v a d a A g e n c y a n d Tr a nsf er C o m p a n y, i n its c a p a cit y as d e p o sit ar y f or t h e Off er. S h ar es t e n d er e d p urs u a nt t o t h e Off er m a y b e wit h dr a w n at a n y ti m e pri or t o t h e E x pir ati o n Ti m e, a n d, u nl es s a c c e pt e d f or p a y m e nt p urs u a nt t o t h e Off er, m a y als o b e wit h dr a w n at a n y ti m e aft er A pril 1 2, 2 0 1 9, i n e a c h c as e p urs u a nt t o t h e pr o c e d ur es d es cri b e d i n t h e Off er t o P ur c h as e. If at t h e E x pir ati o n Ti m e m or e t h a n 5 0, 0 0 0 S h ar es ar e v ali dl y t e n d er e d a n d n ot pr o p erl y wit h dr a w n, P ur c h as er will, u p o n t h e t er ms a n d s u bj e ct t o t h e c o n diti o n s of t h e Off er, a c c e pt f or p a y m e nt a n d p a y f or o nl y 5 0, 0 0 0 S h ar es o n a pr o r at a b asis wit h a dj ust m e nt s t o a v oi d p ur c h as e s of fr a cti o n al S h ar es. If P ur c h as er m a k e s a m at eri al c h a n g e i n t h e t er ms of t h e Off er or t h e i nf or m ati o n c o n c er ni n g t h e Off er or w ai v e s a m at eri al c o n diti o n of t h e Off er, P ur c h as er m a y b e r e q uir e d, u n d er t h e S e c uriti e s E x c h a n g e A ct of 1 9 3 4, as a m e n d e d (t h e “ E x c h a n g e A ct ”), t o ext e n d t h e Off er f or u p t o a n a d diti o n al t e n b usi n e ss d a ys. T h e i nf or m ati o n r e q uir e d t o b e dis cl os e d p urs u a nt t o t h e E x c h a n g e A ct is c o nt ai n e d i n t h e Off er t o P ur c h as e a n d is i n c or p or at e d h er ei n b y r ef er e n c e.

T h e Off e r t o P u r c h as e a n d t h e r el at e d l ett e r of t r a ns mitt al c o nt ai n i m p o rt a nt i nf o r m ati o n w hi c h s h o ul d b e r e a d b ef o r e a n y d e cisi o n is m a d e wit h r es p e ct t o t h e Off e r . U p o n r e q u est, t h e Off er t o P ur c h as e a n d t h e r el at e d l ett er of tr a ns mitt al will b e m ail e d t o r e c or d h ol d er s of S h ar es a n d f ur nis h e d t o br o k ers, d e al ers, b a n ks, tr ust c o m p a ni e s a n d si mil ar p ers o ns w h o s e n a m es, or t h e n a m e s of w h os e n o mi n e es, a p p e ar o n t h e C o m p a n y’s st o c k h ol d er list or w h o ar e list e d as p arti ci p a nts i n a cl e ari n g a g e n c y’ s s e c urit y p ositi o n li sti n g, f or s u bs e q u e nt tr a ns mitt al to b e n efi ci al o w n ers of S h ar es. S u c h r e q u e sts a n d a n y q u e sti o ns m a y b e dir e ct e d t o t h e I nf or m ati o n A g e nt f or t h e Off er, a n d c o pi es will b e f ur ni s h e d pr o m ptl y at P ur c h a s er’s e x p e ns e. T h e I nf or m ati o n A g e nt is N e v a d a A g e n c y a n d Tr a nsf er C o m p a n y, it s a d dr e s s i s 5 0 W e st Li b ert y Str e et, S uit e 8 8 0, R e n o N V 8 9 5 0 1 a n d it s t el e p h o n e n u m b er i s ( 7 7 5) 3 2 2 - 0 1 3 0.

I F Y O U A R E O R W E R E A H O L D E R O F O R O T H E R WI S E C L AI M A N Y E N TI T L E M E N T T O A N Y P A Y M E N T I N C O N N E C TI O N WI T H A N Y

A M E RI C A N D E P O SI T A R Y S H A R E S O M E TI M E S K N O W N A S A N A M E RI C A N

D E P O SI T A R Y R E C EI P T A D R ” F O R W HI C H T H E B A N K O F N E W Y O R K M E L L O N “ B N Y M ” A C T E D

A S D E P O SI T A R Y, Y O U R RI G H T S M A Y B E A F F E C T E D.

P urs u a nt t o F e d er al R ul e of Ci vil Pr o c e d ur e 2 3 a n d C o urt Or d er, t h e C o urt h as dir e ct e d n oti c e of t h e $ 7 2. 5 milli o n s ettl e m e nt pr o p os e d i n I n r e: T h e B a n k of N e w Y or k M ell o n A D R F X Liti g ati o n , N o. 1 6- C V- 0 0 2 1 2-J P O-J L C ( S. D. N. Y.) t o t h e S ettl e m e nt Cl ass. If a p pr o v e d, t h e s ettl e m e nt will r es ol v e all cl ai ms i n t h e liti g ati o n. T his n oti c e p r o vi d es b asi c i nf o r m ati o n. It is i m p o rt a nt t h at y o u r e vi e w t h e d et ail e d n oti c e ( “ N oti c e ”) f o u n d at t h e w e bsit e b el o w.

W h a t i s t hi s l a w s ui t a b o u t:L e a d Pl ai ntiffs all e g e t h at, d uri n g t h e r el e v a nt ti m e p eri o d, B N Y M s yst e m ati c all y d e d u ct e d i m p er missi bl e f e es f or c o n d u cti n g f or ei g n e x c h a n g e fr o m di vi d e n ds a n d/or c as h distri b uti o ns iss u e d b y f or ei g n c o m p a ni es, a n d o w e d t o A D R h ol d ers. B N Y M h as d e ni e d, a n d c o nti n u es t o d e n y, a n y wr o n g d oi n g or li a bilit y w h ats o e v er.


W h a t a r e t h e b e n e fi t s:If t h e C o urt a p pr o v es t h e s ettl e m e nt, t h e pr o c e e ds, aft er d e d u cti o n of C o urt-a p pr o v e d n oti c e a n d a d mi nistr ati o n c osts, att or n e ys’ f e es a n d e x p e ns es, a n d a n y a p pli c a bl e t a x es, will b e distri b ut e d p urs u a nt t o t h e Pl a n of All o c ati o n s et f ort h i n t h e N oti c e, or ot h er pl a n a p pr o v e d b y t h e C o urt.

W h a t a r e m y ri g h t s:If y o u r e c ei v e/ h a v e r e c ei v e d a P ost- C ar d N oti c e i n t h e m ail, y o u ar e a R e gist er e d H ol d er (i. e., y o u h ol d ( or h el d) y o ur eli gi bl e A D Rs dir e ctl y a n d y o ur r el e v a nt i nf or m ati o n w as pr o vi d e d b y B N Y M’s tr a nsf er a g e nt), a n d y o u d o n ot h a v e t o t a k e a n y a cti o n t o b e eli gi bl e f or a s ettl e m e nt p a y m e nt. If y o u d o n ot r e c ei v e/h a v e n ot r e c ei v e d a P ost- C ar d N oti c e i n t h e m ail, y o u ar e a N o n- R e gist er e d H ol d er a n d y o u m ust s u b mit a Cl ai m F or m, p ost m ar k e d (if m ail e d), or o nli n e, b y A u g ust 1 5, 2 0 1 9 , t o b e eli gi bl e f or a s ettl e m e nt p a y m e nt. N o n- R e gist er e d H ol d er S ettl e m e nt Cl ass M e m b ers w h o d o n ot hi n g will n ot r e c ei v e a p a y m e nt, b ut will b e b o u n d b y all C o urt d e cisi o ns.



F or m or e i nf or m ati o n visit w w w. b n y m a drf x s ettl e m e nt. c o m, e m ail i nf o @ b n y m a drf xs ettl e m e nt. c o m or c all 8 6 6- 4 4 7- 6 2 1 0.

8 6 6- 4 4 7- 6 2 1 0 w w w. b n y m a drf xs e t. c o m

U NI T E D S T A T E S DI S T RI C T C O U R TDI S T RI C T O F M A S S A C H U S E T T S

C H RI S T O P H E R M A C H A D O, a n d MI C H A E L R U BI N, I n di vi d u all y a n d o n B e h alf of All Ot h ers Si mil arl y Sit u at e d, Pl ai nti ffs,

v.

E N D U R A N C E I N T E R N A TI O N A L G R O U P H O L DI N G S, I N C., H A RI R A VI C H A N D R A N, a n d TI V A N K A E L L A W A L A, D ef e n d a nts.

C as e N o. 1: 1 5- c v- 1 1 7 7 5- G A O

S U M M A R Y N O T I C E O F ( I) P E N D E N C Y O F C L A S S A C T I O N A N D P R O P O S E D S E T T L E M E N T; ( I I)

S E T T L E M E N T F A I R N E S S H E A R I N G; A N D ( I I I) M O T I O N F O R A N A W A R D O F A T T O R N E Y S’ F E E S

A N D R E I M B U R S E M E N T O F L I T I G A T I O N E X P E N S E S

T O: All p e rs o ns a n d/ o r e ntiti es w h o o r w hi c h p u r c h as e d o r ot h e r wis e a c q ui r e d E n d u r a n c e I nt e r n ati o n al G r o u p H ol di n gs, I n c. ( “ E n d u r a n c e ”) c o m m o n st o c k d u ri n g t h e p e ri o d of O ct o b e r 2 5, 2 0 1 3 t h r o u g h D e c e m b e r 1 6, 2 0 1 5, i n cl usi v e, i n cl u di n g all p e rs o ns a n d e ntiti es w h o o r w hi c h p u r c h as e d o r ot h e r wis e a c q ui r e d E n d u r a n c e c o m m o n st o c k p u rs u a nt a n d/ o r t r a c e a bl e t o t h e r e gist e r e d p u bli c o ff e ri n g c o n d u ct e d o n o r a b o ut O ct o b e r 2 5, 2 0 1 3, a n d w h o w e r e i nj u r e d t h e r e b y (t h e “ S ettl e m e nt Cl ass ”):

P L E A S E R E A D T H I S N O T I C E C A R E F U L L Y, Y O U R R I G H T S W I L L B E A F F E C T E D B Y A C L A S S A C T I O N L A W S U I T P E N D I N G I N T H I S C O U R T.

Y O U A R E H E R E B Y N O TI FI E D, p ur s u a nt t o R ul e 2 3 of t h e F e d er al R ul e s of Ci vil Pr o c e d ur e a n d a n Or d er of t h e U nit e d St at e s Di stri ct C o urt f or t h e Di stri ct of M a s s a c h u s ett s, t h at t h e a b o v e- c a pti o n e d liti g ati o n (t h e “ A cti o n ”) h a s b e e n c erti fi e d a s a cl a s s a cti o n o n b e h alf of t h e S ettl e m e nt Cl a s s, e x c e pt f or c ert ai n p er s o n s a n d e ntiti e s w h o ar e e x cl u d e d fr o m t h e S ettl e m e nt Cl a s s b y d e fi niti o n a s s et f ort h i n t h e f ull N oti c e of (I) P e n d e n c y of Cl a s s A cti o n a n d Pr o p o s e d S ettl e m e nt; (II) S ettl e m e nt F air n e s s H e ari n g; a n d (III) M oti o n f or a n A w ar d of Att or n e y s’ F e e s a n d R ei m b ur s e m e nt of Liti g ati o n E x p e n s e s (t h e “ N oti c e ”).

Y O U A R E A L S O N O TI FI E D t h at Pl ai nti ffs i n t h e A cti o n h a v e r e a c h e d a pr o p os e d s ettl e m e nt of t h e A cti o n f or $ 1 8, 6 5 0, 0 0 0 i n c as h (t h e “ S ettl e m e nt ”), t h at, if a p pr o v e d, will r es ol v e all cl ai ms i n t h e A cti o n.

A h e ari n g will b e h el d o n S e pt e m b e r 1 3, 2 0 1 9 at 1 0: 0 0 a. m ., b ef or e t h e H o n or a bl e G e or g e A. O’ T o ol e, Jr. at t h e U nit e d St at es Distri ct C o urt f or t h e Distri ct of M ass a c h us etts, J o h n J os e p h M o a kl e y U. S. C o urt h o us e, C o urtr o o m 9, 1 C o urt h o us e Wa y, B ost o n, M ass a c h us etts 0 2 2 1 0, t o d et er mi n e (i) w h et h er t h e pr o p os e d S ettl e m e nt s h o ul d b e a p pr o v e d as f air, r e as o n a bl e, a n d a d e q u at e; (ii) w h et h er t h e A cti o n s h o ul d b e dis miss e d wit h pr ej u di c e a g ai nst D ef e n d a nts, a n d t h e R el e as es s p e ci fi e d a n d d es cri b e d i n t h e Sti p ul ati o n a n d A gr e e m e nt of S ettl e m e nt d at e d J ul y 6, 2 0 1 8 ( “ Sti p ul ati o n ”) ( a n d i n t h e N oti c e) s h o ul d b e

gr a nt e d; (iii) w h et h er t h e pr o p os e d Pl a n of All o c ati o n s h o ul d b e a p pr o v e d as f air a n d r e as o n a bl e; a n d (i v) w h et h er L e a d C o u ns el’ s a p pli c ati o n f or a n a w ar d of att or n e ys’ f e es a n d r ei m b urs e m e nt o f e x p e ns es s h o ul d b e a p pr o v e d.

If y o u a r e a m e m b e r of t h e S ettl e m e nt Cl ass, y o u r ri g hts will b e a ff e ct e d b y t h e p e n di n g A cti o n a n d t h e S ettl e m e nt, a n d y o u m a y b e e ntitl e d t o s h a r e i n t h e S ettl e m e nt F u n d . T h e N oti c e a n d Pr o of of Cl ai m a n d R el e as e F or m ( “ Cl ai m F or m ”), c a n b e d o w nl o a d e d fr o m t h e w e bsit e m ai nt ai n e d b y t h e Cl ai ms A d mi nistr at or, w w w. E n d ur a n c e S e c uriti es Liti g ati o n.c o m. Y o u m a y als o o bt ai n c o pi es of t h e N oti c e a n d Cl ai m F or m b y c o nt a cti n g t h e Cl ai ms A d mi nistr at or at E n d ur a n c e S e c uriti es Cl ass A cti o n Liti g ati o n , c/ o J N D L e g al A d mi nistr ati o n, P. O. B o x 9 1 3 4 6, S e attl e, W A 9 8 1 1 1, 1- 8 3 3- 7 4 7- 6 6 7 5.

If y o u ar e a m e m b er of t h e S ettl e m e nt Cl ass, i n or d er t o b e eli gi bl e t o r e c ei v e a p a y m e nt u n d er t h e pr o p os e d S ettl e m e nt, y o u m ust s u b mit a Cl ai m F or m p ost m ar k e d n o l at e r t h a n M a y 3 1, 2 0 1 9 . If y o u ar e a S ettl e m e nt Cl ass M e m b er a n d d o n ot s u b mit a pr o p er Cl ai m F or m, y o u will n ot b e eli gi bl e t o s h ar e i n t h e distri b uti o n of t h e n et pr o c e e ds of t h e S ettl e m e nt b ut y o u will n e v ert h el ess b e b o u n d b y a n y j u d g m e nts or or d ers e nt er e d b y t h e C o urt i n t h e A cti o n.

If y o u ar e a m e m b er of t h e S ettl e m e nt Cl ass a n d wis h t o e x cl u d e y o urs elf fr o m t h e S ettl e m e nt Cl ass, y o u m ust s u b mit a r e q u est f or e x cl usi o n s u c h t h at it is r e c ei v e d n o l at e r t h a n A u g ust 2 3, 2 0 1 9 , i n a c c or d a n c e wit h t h e i nstr u cti o ns s et f ort h i n t h e N oti c e. If y o u pr o p erl y e x cl u d e y o urs elf fr o m t h e S ettl e m e nt Cl ass, y o u will n ot b e b o u n d b y a n y j u d g m e nts or or d ers e nt er e d b y t h e C o urt i n t h e A cti o n a n d y o u will n ot b e eli gi bl e t o s h ar e i n t h e pr o c e e ds of t h e S ettl e m e nt.

A n y o bj e cti o ns t o t h e pr o p os e d S ettl e m e nt, t h e pr o p os e d Pl a n of All o c ati o n, or L e a d C o u ns el’s m oti o n f or att or n e ys’ f e e s a n d r ei m b urs e m e nt of e x p e ns es, m ust b e fil e d wit h t h e C o urt a n d d eli v er e d t o L e a d C o u ns el a n d D ef e n d a nts’ C o u ns el s u c h t h at t h e y ar e r e c ei v e d n o l at e r t h a n A u g ust 2 3, 2 0 1 9, i n a c c or d a n c e wit h t h e i nstr u cti o ns s et f ort h i n t h e N oti c e.

All c a pit ali z e d w or ds a n d t er ms n ot d e fi n e d i n t his n oti c e s h all h a v e t h e m e a ni n gs st at e d i n t h e Sti p ul ati o n, w hi c h c a n b e d o w nl o a d e d fr o m w w w. E n d ur a n c e S e c uriti es Liti g ati o n. c o m.

Pl e as e d o n ot c o nt a ct t h e C o u rt, t h e Cl e r k’s o ffi c e, E n d u r a n c e, o r its c o u ns el r e g a r di n g t his n oti c e. All q u esti o ns a b o ut t his n oti c e, t h e p r o p os e d S ettl e m e nt, o r y o u r eli gi bilit y t o p a rti ci p at e i n t h e S ettl e m e nt s h o ul d b e di r e ct e d t o L e a d C o u ns el o r t h e Cl ai ms A d mi nist r at o r.

R e q u ests f or t h e N oti c e a n d Cl ai m F or m s h o ul d b e m a d e t o:

E n d ur a n c e S e c uriti es Cl ass A cti o n Liti g ati o n c/ o J N D L e g al A d mi nistr ati o n

P. O. B o x 9 1 3 4 6S e attl e, W A 9 8 1 1 1

8 3 3- 7 4 7- 6 6 7 5w w w. E n d ur a n c e S e c uriti es Liti g ati o n. c o m

I n q uiri es, ot h er t h a n r e q u ests f or t h e N oti c e a n d Cl ai m F or m, s h o ul d b e m a d e t o L e a d C o u ns el:

G L A N C Y P R O N G A Y & M U R R A Y L L PAtt n: J as o n Kr aj c er

1 9 2 5 C e nt ur y P ar k E ast, S uit e 2 1 0 0L os A n g el es, C alif or ni a 9 0 0 6 7

( 8 8 8) 7 7 3- 9 2 2 4s ettl e m e nts @ gl a n c yl a w. c o m

B y Or d er of t h e C o urt

L E G A L N O T I C E

B1 2 W E E K O F F E B R U A R Y 1 1, 2 0 1 9 W O R L D S T O C K S I N V E S T O R S. C O MCase 1:16-cv-00212-JPO-JLC Document 155-2 Filed 04/29/19 Page 60 of 139

36 Mos Fund 2019 12 Wk 5 Yr Net N AVPerfor mance % % After Asset ChgRating Chg Chg Tax % Value



— B —Baron Instl$ 18.0 bil 800 –992 –2766

A Asset +16 + 4 +58 76.83 n +.85A + BaronGrt +14 + 5 +82 29.91 n +.46A Gro wth +18 + 4 +43 74.75 n +.94A + Opportunity +17 + 6 +51 21.23 n +.27A + Partners +16 + 1 +63 56.55 n +1.3A + S mallCap +22 + 7 +35 30.38n +.53

Baron Funds$ 18.1 bil 800 –992 –2766

A Asset +16 + 3 +56 73.91 n +.81A + Discovery +21 + 7 +72 20.47 n +.52A Gro wth +18 + 4 +41 72.35 n +.91A + Gr w Ret +14 + 5 +80 29.31 n +.44A Gr w Ret +11 – 2 +41 17.49 n +.23A + Opportunity +17 + 6 +49 20.42 n +.26A + Partners +16 + 1 +61 55.26 n +1.3A S mallCap +22 + 7 +33 29.13n +.50

Black Rock A$ 151 bil 212 –810 –5596

A Cap AppInv A +13 + 4 +59 26.31 +.31A – CoreInv +13 + 3 +45 15.42 +.10A + E mg Mkts +11 + 7 +27 22.25 +.25A + EqInv A +16 + 6 +72 22.31 +.14D – Glob Alloc + 7 + 2 +11 18.43 +.06A + Gr wtInv +13 + 3 +67 11.37 +.13A + InvTechn +17 + 9 +119 27.97 +.42A LarCapGrInv +14 + 4 +41 14.74 +.14

A – Sci OpInv A + 9 + 0 +75 58.37 +.60A S mCapGr +20 + 8 +20 13.18 +.17A – S mlCapIdx +18 + 4 +34 19.93n +.19A – Value Opps +13 + 3 +28 26.16 +.19

Black Rock Bl Rk$ 12.3 bil 212 –810 –5596

A + Cap AppK +13 + 4 +63 28.80n +.34Black Rock C$ 145 bil 212 –810 –5596

A – AdvLarCap +14 + 3 +36 12.58 n +.12A Cap AppInvC +13 + 4 +50 18.71n +.23A E mg Mkts +10 + 7 +23 18.78n +.22A + EqInvC +16 + 6 +65 17.38n +.11C + Equity Div +10 + 0 +17 19.69n +.07E Glob Alloc + 6 + 2 +7 16.51n +.05A – HealthInv B + 9 + 0 +68 50.89 n +.52A + LarCpFocInv +13 + 3 +58 8.36n +.10A – S mCapGr +20 + 7 +8 5.77n +.07A – Value Opps +13 + 3 +21 16.81 n +.12

Black Rock Instl$ 157 bil 212 –810 –5596

A AdvLarCapGr +14 + 4 +43 15.44 n +.14A + Cap AppInst +13 + 4 +62 28.64n +.34A + E mg Mkts +11 + 7 +29 23.06n +.27A + EqInstl +16 + 6 +75 25.79n +.16B Equity Div +10 + 1 +22 20.59 n +.08A + FocusGr wth +13 + 3 +70 12.40n +.15D – Glob Alloc + 7 + 2 +12 18.55 n +.06A – LarCapCore +13 + 3 +47 16.04n +.11A Sci OpInst + 9 + 0 +77 61.36n +.62

A S mCapGr +20 + 8 +25 18.25n +.22A – S mlCapIdx +18 + 4 +35 19.91n +.18A + Technology +17 + 9 +122 30.15n +.45A Value Opps +13 + 3 +29 27.33 n +.20

Black Rock K$ 32.8 bil 212 –810 –5596

A – S &P500Ind +12 + 2 +62 332.35n +2.1Blackrock R$ 89.8 bil 212 –810 –5596

A Cap App R +13 + 4 +55 21.33n +.25B – Equity Div +10 + 0 +36 20.69 n +.07D – Glob Alloc + 7 + 2 +9 17.51 n +.06A + LarCapFoc +13 + 3 +64 10.10n +.13A – Val Oppor +13 + 3 +24 19.14 n +.13

Black Rock S$ 2.2 bil 212 –810 –5596

A + LrgCapFocGr +13 + 3 +68 12.31n +.15Black Rock Svc$ 30.0 bil 212 –810 –5596

A S mCapGr +20 + 8 +22 14.90n +.19Blackrock Funds$ 138 bil 212 –810 –5596

A + Oppertunity +17 + 9 + 110 23.64n +.35E StratInc Opp p + 1 + 1 +6 9.68n +.00E StratInc Opp p + 1 + 1 +3 9.67n +.00E StrtInc Opp A p + 1 + 1 +5 9.68 +.00

B NY Mellon$ 11.9 bil 212 –495 –1784

A S mlCapStr M +18 + 4 +34 17.61n +.21Bro wn Advisory$ 9.0 bil 410 –537 –5400

A FlexEqtInst +12 + 2 +61 21.44n +.10A GrEqInv +15 + 6 +59 22.36 n +.16A Gro wEqtInst +15 + 6 +61 22.62 n +.17A – S mlGrInv +21 + 9 +42 20.45n +.23

Bro wn Captl Mg mt$ 3.8 bil 877 –892 –4226

A + S mallCo +22 + 9 +67 101.28n +1.4Buffalo Funds

$ 3.8 bil 800 –492 –8332A + S mallCap +25 + 9 +10 13.24n +.31

— C —Calvert Group$ 11.6 bil 800 –368 –2745

A Equity A +12 + 4 +58 46.67 +.40A – EquityC +12 + 4 +47 25.79n +.23

CG M Funds$ 1.7 bil 800 –345 –4048

C – Focus + 4 – 5 +12 41.80n –.17C Mutual +11 + 3 +17 29.38n +.12

Cha mplain$ 3.4 bil 866 –773 –3238

A + MidCap b +15 + 5 +71 19.07 n +.10A + S mallCo +17 + 4 +52 19.85n +.12

Colu mbia A$ 156 bil 800 –345 –6611

A Acorn A +18 + 4 +19 12.53 +.16A – AcornSel +17 + 3 +22 12.07 +.09A + Acor US A +20 + 6 +24 12.36 +.13A – Active M +14 + 4 +48 13.83 n +.17A – Conv Secs +12 + 7 +32 20.98 +.14A – LargeCap A +14 + 3 +43 17.14 +.16A – LargeGr A +14 + 3 +63 39.68 +.39A LargeGro w +12 + 3 +64 8.74 +.09A – LrCor Quant +12 + 2 +62 11.83 +.09A – LrgCapCore +12 + 2 +52 13.98 +.09A – LrgEnCore +12 + 2 +58 23.59n +.17A + SelCo m &Inf +20 + 10 +103 69.95 +.80A + SelGlbTch +20 + 11 +104 38.47 +.45A – SelLgCpVal +13 + 2 +42 24.84 +.14A SelLgGr +18 + 6 +41 14.61 +.26A + S mallGrI +24 + 10 +34 18.25 +.33A S mCapIndx A +17 + 3 +42 23.86n +.10A – S mCpVal +19 + 4 +27 37.38 +.32A + TechGr w +15 + 7 +121 33.74n +.43A + Technology +15 + 7 +118 32.44 +.42

Colu mbia C

$ 120 bil 800 –345 –6611A AcornC +17 + 4 +6 5.51 n +.07A Acorn US A +20 + 6 +10 5.43 n +.06A – LargeGro w +18 + 6 +35 12.66n +.22A + SelgCo m &Inf +20 + 10 +92 45.65n +.52A + SelGlbTch +20 + 10 +95 28.82n +.34A + Technology +15 + 6 +110 29.09n +.37

Colu mbia I,T &G$ 20.7 bil 800 –345 –6611

A – LargeGrT +14 + 3 +63 39.30 +.39A + S mallGrI +24 + 10 +36 19.58n +.35

Colu mbia R$ 149 bil 800 –345 –6611

A – Convert +12 + 7 +33 21.18n +.14A – Core R5 +12 + 2 +64 11.85n +.08A – Largecap +12 + 2 +59 49.42n +.32A LargeGro w +18 + 6 +44 15.83n +.27A – LGcap +12 + 2 +56 23.55n +.17A + SelCo m &Inf +20 + 10 +100 66.12n +.75A – Selctla +13 + 2 +44 26.14n +.14A S mallCap R5 +17 + 3 +44 24.57n +.11

Colu mbia Y$ 40.3 bil 800 –345 –6611

A LrgCapGr +18 + 6 +44 16.03n +.28A – LrgEnCore +12 + 2 +60 23.54n +.17

Colu mbia Z$ 116 bil 800 –345 –6611

A Acorn +18 + 4 +23 15.28 n +.19A – AcornSel +17 + 3 +26 14.05 n +.11A + Acorn US A +20 + 6 +29 15.53 n +.17A – DisCore +12 + 2 +63 11.89 n +.08A – Largecap +13 + 2 +44 25.80n +.15A – LargeGr +14 + 3 +65 41.41n +.40A – LgCapGrIII +14 + 3 +45 18.61n +.18A – LgCapIdxZ +12 + 2 +59 48.68n +.31A – LrgCapCore +12 + 2 +53 13.86n +.08A – LrgEnCore +12 + 2 +59 23.54n +.17A SelLgGrZ +18 + 6 +43 15.19n +.27A S mCapIndZ +17 + 3 +43 24.01n +.11A – S mCpVal +19 + 4 +29 41.90n +.35

Colu mbia Funds$ 28.0 bil 800 –345 –6611

A – ConvSecsZ +12 + 7 +33 21.02n +.14A + SelCo m &Inf +20 + 10 +107 77.36n +.89A + SelGlob +21 + 11 +106 39.24n +.46A + SeligCo m +20 + 10 +106 76.99n +.88

C R M Funds$ 2.0 bil 800 –276 –2883

A – CapValInst +15 + 5 +28 21.33n +.12A – MidCapInv +15 + 4 +27 20.44 n +.11

— D — E —Deal wareInv$ 5.8 bil 877 –693 –3546

A + E merg Mkts +11 + 6 +27 18.45 +.19Dela ware A$ 20.8 bil 877 –693 –3546

A + S MI DCapGro w +26 + 10 +57 24.07 +.57A S mlCpGro w +19 + 6 +34 14.83n +.16

Dela ware C$ 8.4 bil 877 –693 –3546

A LrgCpGro w +13 + 4 +52 13.41n +.11A S MI DCapGro w +26 + 9 +42 10.36n +.24

Dela ware Instl$ 21.5 bil 877 –693 –3546

A LrgCpGro w +14 + 4 +63 17.76n +.16DE UTSC HE Asst & Wealth$ 15.3 bil 800 –621 –7705

A – CapGro wth A +14 + 4 +59 74.08 +.69A – Eq500Idx +12 + 2 +49 190.08n +1.2A – Eq500Idx +12 + 2 +49 193.18n +1.2A – Equ Div A +12 + 2 +50 55.74 +.26A – LgCpFocGr w +13 + 3 +60 47.15n +.37A + Ltn A merEq +13 + 14 +32 28.48n +.70A – S &P500IdxS +12 + 2 +56 30.26n +.19

Di mensional Funds$ 400 bil 512 –306 –7400

A – E merg Mkts + 8 + 6 +24 27.98n +.27A – E m MktCorEq + 9 + 6 +23 20.93n +.20A – E m MktScCrEq + 9 + 7 +24 13.55n +.14A E mrg MktValI + 8 + 5 +22 28.88n +.24A – Enh USLgCo +12 + 2 +36 12.76n +.09D + IntlCoreEq +10 + 3 +12 12.89 n +.06A – Sust USCorI +14 + 2 +54 21.94n +.16A – Tx Mgd USEq +13 + 2 +59 30.32n +.21

A – USCorEq1 +14 + 2 +53 23.35 n +.15B + USCorEq2 +14 + 2 +46 21.64 n +.13A USLCpGr +12 + 2 +68 20.14 n +.18B + USLgCapVal +12 + 0 +42 36.07 n +.12A – USLgCo +12 + 2 +61 21.58 n +.14B USS mallCap +17 + 3 +34 34.92 n +.22A – USSoCrEq2 +15 + 2 +44 16.09 n +.09

Dodge &Cox$ 217 bil 800 –621 –3979

E Inco me + 2 + 3 +10 13.51n +.03C – IntlStock +10 + 2 +7 40.54n +.07A Stock +11 + 0 +49 192.68n +.68

Doubleline Funds$ 150 bil 213 –633 –8200

A Enhance +12 + 2 +75 14.37n +.00A + Enhance +12 + 2 +87 14.38n +.00E Tot Rtrn BndI + 1 + 2 +9 10.45n +.00E Tot Rtrn Bnd N + 1 + 2 +8 10.44n +.00

Dreyfus$ 61.9 bil 800 –346 –8893

A – Gro wthI +14 + 5 +52 14.79 n +.16A – LgCapEqI +12 + 2 +57 19.93n +.15A – OppS mlCap +18 + 1 +20 27.22 n +.40A – Research A +14 + 5 +50 14.75 +.16A S mallCap +16 + 3 +26 24.82n +.26A S mCpStkIdx +17 + 3 +42 29.62n +.13A + TechGr A +14 + 6 +63 42.61 +.49A + TechGrC +14 + 6 +52 29.83n +.34A USEquity +13 + 3 +48 18.89 n +.13

D REYF US I$ 14.0 bil 800 –346 –8893

A – BasS &P500 +12 + 2 +60 53.65 n +.35A + Boston +22 + 9 +55 22.01 n +.25

D REYF US Z$ 3.6 bil 800 –346 –8893

A – ReseGr wZ +14 + 5 +51 15.07 n +.17D WS Funds A$ 12.2 bil 800 –728 –3337

A – LgCpFocGr w +13 + 3 +58 45.06 +.35A + Technology +13 + 4 +67 21.20 +.26

D WS Funds C$ 4.5 bil 800 –728 –3337

A – DCrociC +12 + 2 +46 55.56 n +.26A + Technology +13 + 4 +56 13.55n +.17

D WS Funds S$ 15.5 bil 800 –728 –3337

A – CapGro wth +14 + 4 +60 74.92n +.71Eagle Funds$ 16.4 bil 800 –237 –3101

A MidCpGro w A +17 + 6 +60 58.80 +.70A MidCpGro wC +17 + 5 +54 46.22 n +.55A – S mCapGr A +19 + 5 +33 49.88 +.60

Eaton Vance A$ 57.0 bil 800 –225 –6265

A – AtlS midCap +14 + 2 +63 30.50 +.20A LgCapGro w +14 + 5 +68 26.85 +.29

Eaton Vance Instl$ 40.5 bil 800 –225 –6265

A – AtlS midCap +14 + 2 +65 33.93 n +.21Edge Wood$ 6.3 bil 800 –791 –4226

A + Edg wdGrInst +12 + 3 +91 32.31n +.29E merald Funds$ 1.6 bil 855 –828 –9909

A E meraldGr A +21 + 9 +43 25.28 +.19

— F —FA M Funds$ 1.4 bil 800 –721 –5391

A – EquityInc +14 + 5 +58 33.98n +.27Federated A$ 91.0 bil 800 –245 –5051

A Kauf manLrg +14 + 5 +61 24.09 +.20A + Kauf mann +15 + 7 +48 5.79 +.06A + KaufS mlCap +18 + 9 +70 38.33 +.51A + M DT MdGrStr +18 + 7 +46 39.65 +.41

Federated B$ 25.0 bil 800 –245 –5051

A + Kauf mann +14 + 7 +46 4.64 n +.05A + KaufS mlCap +18 + 9 +68 32.64 n +.43

Federated C$ 47.2 bil 800 –245 –5051

A – Kauf manLrg +14 + 5 +54 21.89 n +.19A + Kauf mnC +14 + 7 +46 4.63 n +.05A + KaufS mlCapC +18 + 9 +68 32.65 n +.43A M DT MdGrStr +18 + 7 +35 26.24 n +.27

Federated Funds$ 51.0 bil 800 –245 –5051

A – Kauf manLrg R +14 + 5 +57 22.85 n +.19A + Kauf mann R +15 + 7 +56 5.81 n +.07A + KaufS mlCap R +18 + 9 +75 38.52 n +.52

Federated Instl$ 50.8 bil 800 –245 –5051

A Kauf manLrg +14 + 5 +63 24.77 n +.21A + KaufS mlCap +18 + 9 .. 38.94n +.52A – MaxCapIdx +12 + 2 +42 9.48 n +.06A + M DT MdGrStr +18 + 7 +48 40.92 n +.42A + M DTS mlCap +17 + 2 +50 19.92 n +.15A + M DTS mlCpGr +17 + 4 +63 24.28 n +.26

Fidelity$ 112 bil 800 –343 –3548

E Grade Bond + 1 + 3 +6 11.01n +.03A + Gro wthCo mp +15 + 4 +83 16.23 n +.24A Markets Opps +11 + 8 +25 18.20 n +.22

Fidelity Adv A$ 163 bil 800 –343 –3548

A EquityGr +13 + 3 +66 11.43 +.11A + Gro wth Opp +17 + 12 +89 77.06 +1.6A InsightsZ +13 + 4 +55 30.53n +.21A – LargeCap +13 + 1 +40 29.03 +.15A + S mallGro w A r +19 + 6 +59 24.05 +.20E Total Bond r + 2 + 3 +6 10.41 +.02

Fidelity Adv C$ 157 bil 800 –343 –3548

A – Advisor +11 + 1 +37 22.31 n +.17A EquityGro w r +13 + 3 +59 9.59n +.10A + Gro wth Opp r +17 + 12 +81 65.88 n +1.4A – Ne wInsight +13 + 3 +47 25.48 n +.17A + S mallGro w A r +19 + 6 +53 21.22n +.17E Total Bond r + 2 + 3 +4 10.42n +.03

Fidelity Adv I$ 174 bil 800 –343 –3548

A DiverStck +12 + 2 +44 24.71 n +.18A EquityGro w +13 + 4 +68 12.62n +.13A + Gro wth Opp +17 + 12 +92 83.35 n +1.8A – LargeCap +13 + 1 +41 30.59n +.16A Ne wInsight +13 + 3 +54 30.50 n +.21A + S mallGro wI r +19 + 6 +61 25.24n +.21E Total Bond + 2 + 3 +7 10.39n +.02

Fidelity Freedo m$ 216 bil 800 –343 –3548

D + 2020 + 7 + 3 +24 15.64 n +.07C – 2025 + 7 + 3 +27 13.68n +.07C + 2030 + 8 + 3 +31 17.01n +.10B – 2035 +10 + 3 +33 14.29 n +.10B – 2040 +10 + 3 +33 9.99 n +.06

Fidelity Select$ 26.8 bil 800 –343 –3548

A AirTrnsprt r +16 + 0 +59 76.53 n +.31A + Co m mEquip r +16 + 9 +44 40.44n +.80A + Co mputers r +14 + 5 +51 77.26n +.97A + ITServices r +19 + 9 +99 64.50n +.80A + MedEq &Sys r +13 + 3 + 109 53.28n +.43A Retailing r +11 + 3 + 106 15.17n +.08A + Sft wr &C mp r +14 + 5 +93 18.59n +.22

Fidelity Spartan$ 53.0 bil 800 –343 –3548

A – Tot MktIdxF +13 + 2 +59 79.59n +.55Fidelity Spartan Adv$ 114 bil 800 –343 –3548

D IntlIdFd I + 9 + 4 +10 39.60 n +.12A – Tot MkIdI +13 + 2 +58 79.57n +.55E US BdIdI + 1 + 3 +6 11.37n +.03

Fidelity Invest$ 2157 bil 800 –343 –35482020Freedo m + 7 + 3 .. 15.63n +.082035Freedo m +10 + 3 .. 14.26n +.09

A – 500IdxInsPr +12 + 2 +62 97.32n +.62A – AdvCap Dev O +13 + 1 +39 14.84 n +.08A Advchina +15 + 10 +28 33.61 n +.50A – Advchina R +15 + 10 +27 33.50 +.49A Adv DivStk A +12 + 2 +42 23.11 +.18A Adv DivStk O +12 + 2 +44 23.80 n +.18A AdvGlbCo m A +12 + 6 –3 12.55 +.08A AdvGlbCo mC +12 + 6 –6 12.45 n +.07A AdvGlbCo mI +12 + 6 –3 12.54 n +.08A + AdvSe mi +21 + 11 + 127 21.82n +.22A + AdvSe miconC +21 + 11 +91 17.58 n +.17A + AdvSrsGro +17 + 13 +94 13.95 n +.30A + AdvTech A r +14 + 4 +78 45.88 +.58C Balanced + 9 + 3 +33 22.57n +.13C BalancedK + 9 + 3 +33 22.57n +.13A – Banking r +19 + 1 +38 26.48 n –.01A + BluChpGro +13 + 6 +82 94.98 n +1.1A + BluChpGroK +13 + 6 +83 95.11 n +1.1A China Rgn +15 + 10 +28 33.84n +.50A Contrafund +12 + 3 +67 12.24n +.09A + Dfnse & Aero r +22 + 10 +72 17.17 n +.17D – DiversIntl + 9 + 3 +10 34.46 n +.16D – DiversIntlK + 9 + 3 +10 34.38 n +.16A – DiversStk +12 + 1 +40 22.91 +.17A – E mrg Asia r +10 + 8 +43 40.85n +.40A – E mrg Asia +11 + 8 +42 37.33n +.37A – E mrg Asia A r +10 + 8 +40 36.20 +.36A – E mrg Asia M r +10 + 8 +38 35.15 +.35A – E mr MrktInd +10 + 7 .. 13.71n +.15A EqGro wthZ +13 + 4 +69 12.72n +.13A EquityGr +13 + 4 +64 11.20 +.12A + FocusedStk r +13 + 4 +51 23.55n +.23

Freedo m + 8 + 3 .. 16.99n +.10Freedo m +10 + 3 .. 14.25n +.09Freedo m2025 + 7 + 3 .. 13.65n +.07Freedo m2025 + 7 + 3 .. 13.66n +.07Freedo m2030 + 9 + 3 .. 16.97n +.10Freedo m2040 +10 + 3 .. 9.98n +.06Freedo m2040 +10 + 3 .. 9.96n +.06Freedo mK6 + 7 + 3 .. 15.60n +.08

A GlbCo mStk +12 + 6 –3 12.54 n +.07A + Gro wthCo +15 + 4 +83 18.38 n +.28A + Gro wth Opp +17 + 12 +86 76.36 +1.6A Gr w Discovy +13 + 3 +72 34.97 n +.36A Gr w DiscovyK +13 + 4 +73 34.99 n +.35

A + HealthCare r + 9 – 6 +86 95.35 n +.29A – HealthCare r +13 + 1 +62 24.82 n +.29A – HealthCare +12 + 1 +67 53.57 n +.61A – LargeCapStk +13 + 1 +41 30.55n +.16A + Latin A mer +14 + 12 +3 24.42n +.14A + Latin A mer +14 + 12 +1 24.62 +.14A + Latin A mer +14 + 12 +2 24.53 +.14A + Latin A mer r +14 + 12 24.92n +.14A – LgCorEnhIdx +11 + 2 +56 14.69n +.11A LgGr wEnhIdx +13 + 3 +67 19.06n +.20C Lo wPriStkK +11 + 2 +32 48.19n +.25C Lo wPrStk +11 + 2 +32 48.23n +.24A – MidCap500 +17 + 5 .. 12.23 n +.11A – MidCpStkK +13 + 3 +34 34.31 n +.14A – MidStk +13 + 3 +33 34.30 n +.14A + NasdaqIndex r +14 + 3 +83 97.82 n +.88A – Ne w Milln m +12 + 2 +34 34.91 n +.14A – Ne wInsight +13 + 3 +51 28.61 +.19A – Ne wInsight +13 + 3 +53 29.77 +.20A – OppsGro wth +17 + 13 +55 84.03 n +1.8A + OTC +12 + 3 +81 11.19 n +.11A + OTCK +12 + 3 +81 11.36 n +.12C – Puritan + 8 + 2 +34 21.19n +.13C – PuritanK + 8 + 2 +34 21.17n +.13A + SelectTech r +14 + 4 +76 15.36n +.20A + SelSe mi r +21 + 11 +119 9.51n +.09A + Se miCond A +21 + 11 +124 20.60 +.21A + SerEqGr +13 + 4 .. 13.47n +.14A + S mlCapGr M r +19 + 6 +57 23.20 +.19A + S mlGro w r +19 + 6 +61 25.16n +.21A – SpartanS m +18 + 4 +38 20.36n +.19A SpExId Adv +18 + 5 +40 62.48n +.59E Sprt US BdIdF + 1 + 3 +6 11.37n +.03A – StkSel AllCp +14 + 3 +48 43.67n +.31A – StkSl AllCpK +14 + 3 +48 43.75n +.30A + Technology r +14 + 4 +71 37.46n +.47A + Technology +14 + 4 +76 43.02 +.54E Total Bnd + 2 + 3 +7 10.41n +.02E Total Bond r + 2 + 3 +6 10.40 +.03A + Transport r +15 – 2 +56 96.42n –.29A Trend +13 + 3 +59 97.57n +1.1

First Eagle$ 103 bil 800 –334 –2143

D + Global A +10 + 5 +23 56.01 +.25First Invstrs A$ 8.5 bil 800 –423 –4026

A SelectGro w b +13 + 3 +58 12.27 +.10First Invstrs B$ 7.1 bil 800 –423 –4026

A – SelectGro w m +13 + 3 +45 9.98n +.09Firsthand Funds$ 216 mil 888 –884 –2675

A + Tech Opp +27 + 18 +118 13.26n +.33Frank/T mp Fr A$ 248 bil 800 –342 –5236

A – China Wrld +12 + 8 +14 19.14 +.18A ConvSecs +13 + 7 +40 21.42 +.32A + Dynatech +17 + 8 +84 76.52 +.99A – Gr Oppo A +15 + 5 +51 36.46 +.34A Gr wth +13 + 3 +69 102.12 +.95C – Inco me + 8 + 3 +13 2.29 +.00A + S mCapGr +21 + 7 +38 20.85 +.18A – S m MdCapGr +18 + 7 +32 34.91 +.30

Frank/T mp Fr C$ 252 bil 800 –342 –5236

A – ConvSecs +13 + 7 +37 21.08n +.32A + Dynatech +17 + 8 +77 63.65 n +.82A – Gr wth +13 + 3 +64 93.42 n +.86D + Inco me + 8 + 3 +11 2.33 n +.01A + S mCpGr +21 + 7 +32 16.69n +.14

Frank/T mp Fr R$ 163 bil 800 –342 –5236

A Dvlp Mkts +12 + 8 +15 19.94 n +.19A – Gr Oppo R +15 + 5 +49 34.63 n +.32A Gr wth +13 + 3 +68 101.76n +.94C – Inco me + 8 + 3 +11 2.25n +.00

Frank/T mp Fr Ad$ 230 bil 800 –342 –5236

A ConvSecs +13 + 7 +42 21.43n +.32A + Dynatech +17 + 8 +86 78.92 n +1.0A – Gr Opp Adv +15 + 5 +53 39.48 n +.36A Gr wth +14 + 3 +71 102.31n +.95C – Inco me + 9 + 3 +13 2.28n +.01A + S mCapGr +21 + 7 +41 22.70n +.20A – S m MidCapGr +18 + 8 +34 38.59n +.34

Frank/T mp Mutual A & B$ 47.3 bil 800 –632 –2301

D Glb Discov A +11 + 2 +15 29.20 +.10Frank/T mp Mutual C$ 50.1 bil 800 –342 –5236

D Glb Discov +11 + 2 +12 29.09 n +.09Frank/T mp Mutual R$ 27.0 bil 800 –342 –5236

A + Dynatech +17 + 8 +82 74.24 n +.96D Glb Discov +11 + 2 +14 28.79 n +.09

Frank/T mp Mutual Z$ 48.4 bil 800 –342 –5236

D Glb Discov +11 + 2 +16 29.81 n +.10Frank/T mp Tp A$ 70.9 bil 800 –342 –5236

A + Dvlp Mkts +12 + 8 +16 20.28 +.19



Jul 17 2.8 %Aug 17 2.8 %Sep 17 2.8 %Oct 17 2.7 %Nov 17 2.8 %Dec 17 2.7 %

Jan 18 2.6 %Feb 18 2.5 %Mar 18 2.6 %Apr 18 2.6 %May 18 2.5 %Jun 18 2.7 %

Jul 18 2.8 %Aug 18 2.6 %Sep 18 2.5 %Oct 18 2.6 %Nov 18 2.8 %Dec 18 2.5 %




U.S. Stock Fund Cash Position High (11/00) 6.2 % Lo w (2/18) 2.5 %





Morgan Stan Ins S mCoGrI " 14 A 243 milLord Abbett A DvlpGr wth " 13 A" 1.6 bilFidelity Gro wth Opp " 12 A" 3.11 bilKinetics Paradig m NL " 12 A" 590 milAlger S midCpGr A " 11 A" 308 mil

Morgan Stan I MidCapGrI " 11 A" 673 milKinetics S mCp Opport " 11 A" 347 milColu mbia I,T &G S mallGrI " 10 A" 418 milArtisan Funds S mallCapInv " 10 A" 1.6 bilMorgan Stan A MltiCpGrt " 10 A" 1.1 bil

Dela ware A S MI DCapGro w " 10 A" 1.3 bilTI A A –C REF Instl Retr MidCapGr w " 9 B" 1.4 bilTI A A –C REF F U N DS MdCpGr wPr m " 9 B" 1.4 bilTouchstone SandCpInsGr " 9 A" 1.6 bilBro wn Captl Mg mt S mallCo " 9 A" 3.8 bil

Touchstone SandSelGrZ " 9 A" 1.5 bilD REYF US I Boston " 9 A" 1.6 bilHarbor MidGrInstl " 9 A" 353 milHarbor MidGr Ad m " 9 A" 353 milFederated A KaufS mlCap " 9 A" 1.4 bil

Alliance Brnstn I S mCapGrI " 9 A" 1.5 bilHartford A S mallCo " 9 A 425 milBro wn Advisory S mlGrInv " 9 A# 771 milE merald Funds E meraldGr A " 9 A 1.2 bilBuffalo Funds S mallCap " 9 A" 398 mil

T o p Gr o wt h F u n d sL a st 3 M o nt h s ( All T ot al R et u r n s)

Perfor mance% Change Rating $ Net

Mutual Fund Last 3 Mos 36 Mos Assets

T o p Gr o wt h F u n d sL a st 3 6 M o nt h s ( All T ot al R et u r n s)

Perfor mance% Change Rating $ Net

Mutual Fund YT D 36 Mos Assets





Federated A KaufS mlCap " 18 A" 1.4 bilWasatch UltraGro w " 21 A" 241 milMorgan Stan A MltiCpGrt " 20 A" 1.1 bilJP Morgan Instl S mallGro w " 20 A" 1.632 bilKinetics S mCp Opport " 19 A" 347 mil

JP Morgan A S ml Blnd " 18 A" 250 milFidelity Gro wth Opp " 17 A" 3.11 bilMorgan Stan Ins Instgro wth " 17 A" 5.4 bilAlliance Brnstn I S mCapGrI " 22 A" 1.5 bilWasatch MicroCap " 18 A" 372 mil

Willia m Blair I S mCpGr " 18 A" 732 milKinetics Paradig m NL " 21 A" 590 milColu mbia I,T &G S mallGrI " 24 A" 418 milPriceFds LgCpGrInstl " 14 A" 17.3 bilPriceFds Ne w Horizns " 18 A" 27 bil

Transa merica A CapGr w A " 16 A" 1.3 bilVirtus Funds I S mlCapCore " 17 A" 1.152 bilFrank/T mp Fr A Dynatech " 17 A" 6.4 bilAlger S midCpGr A " 25 A" 308 milArtisan Funds S mallCapInv " 25 A" 1.6 bil

Lord Abbett A DvlpGr wth " 26 A" 1.6 bilWells Fargo InstE mGr w " 18 A" 920 milBro wn Captl Mg mt S mallCo " 22 A" 3.8 bilVirtus Funds A MidCapGro w " 20 A" 170 milMorgan Stan I MidCapGrI " 23 A" 673 mil

F a mili e s a n d fi n a n ci al m a n a g er s will e nj o y a f a st p a c e d a y of i nt er a cti v e p a n el di s c u s si o n s a n d n et w or ki n g br e a k s. W hil e i n t h e s e s si o n r o o m, tr e n di n g i n v e st m e nt t o pi c s will b e a d dr e s s e d b y s o m e of W all Str e et’ s m o st s o u g ht aft er m a n a g er s a n d a d vi s or s. T h e m e s of f a mil y g o v er n a n c e, alt er n ati v e s, a n d i m p a ct i n v e sti n g , will h a v e e v e n t h e m o st c y ni c al of N e w Y or k er s b eli e vi n g i n t h eir fi n a n ci al f ut ur e. T h e F a mil y Offi c e Wi nt er F or u m will l e a v e e a c h d el e g at e sti m ul at e d, e nli g ht e n e d a n d i n t h at N e w Y or k St at e of Mi n d.

If y o u ar e i nt er e st e d i n att e n di n g , s p o n s ori n g , s p e a ki n g or e x hi biti n g at t hi s e v e nt, pl e a s e c all 2 1 2- 5 3 2- 9 8 9 8 or e m ail i nf o @ o p al gr o u p. n et

T o r e gi st er, vi sit u s o nli n e at w w w. o p al gr o u p. n etor e m ail u s at m ar k eti n g @ o p al gr o u p. n et

M ar c h 6, 2 0 1 9N e w Y or k M arri ott M ar q ui s, N e w Y or k, N Y

R E GI S T E RS P O N S O R S HI P & E X HI BI TI N GO P P O R T U NI TI E S A R E A V AI L A B L E

w w w . o p al g r o u p . n e t

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F a mil yI F Y O U A R E O R W E R E A H O L D E R O F O R

O T H E R WI S E C L AI M A N Y E N TI T L E M E N T T O A N Y P A Y M E N T I N C O N N E C TI O N WI T H A N Y

A M E RI C A N D E P O SI T A R Y S H A R E S O M E TI M E S K N O W N A S A N A M E RI C A N

D E P O SI T A R Y R E C EI P T A D R ” F O R W HI C H T H E B A N K O F N E W Y O R K M E L L O N “ B N Y M ” A C T E D

A S D E P O SI T A R Y, Y O U R RI G H T S M A Y B E A F F E C T E D.

P urs u a nt t o F e d er al R ul e of Ci vil Pr o c e d ur e 2 3 a n d C o urt Or d er, t h e C o urt h as dir e ct e d n oti c e of t h e $ 7 2. 5 milli o n s ettl e m e nt pr o p os e d i n I n r e: T h e B a n k of N e w Y or k M ell o n A D R F X Liti g ati o n , N o. 1 6- C V- 0 0 2 1 2-J P O-J L C ( S. D. N. Y.) t o t h e S ettl e m e nt Cl ass. If a p pr o v e d, t h e s ettl e m e nt will r es ol v e all cl ai ms i n t h e liti g ati o n. T his n oti c e p r o vi d es b asi c i nf o r m ati o n. It is i m p o rt a nt t h at y o u r e vi e w t h e d et ail e d n oti c e ( “ N oti c e ”) f o u n d at t h e w e bsit e b el o w.

W h a t i s t hi s l a w s ui t a b o u t:L e a d Pl ai ntiffs all e g e t h at, d uri n g t h e r el e v a nt ti m e p eri o d, B N Y M s yst e m ati c all y d e d u ct e d i m p er missi bl e f e es f or c o n d u cti n g f or ei g n e x c h a n g e fr o m di vi d e n ds a n d/or c as h distri b uti o ns iss u e d b y f or ei g n c o m p a ni es, a n d o w e d t o A D R h ol d ers. B N Y M h as d e ni e d, a n d c o nti n u es t o d e n y, a n y wr o n g d oi n g or li a bilit y w h ats o e v er.


W h a t a r e t h e b e n e fi t s:If t h e C o urt a p pr o v es t h e s ettl e m e nt, t h e pr o c e e ds, aft er d e d u cti o n of C o urt-a p pr o v e d n oti c e a n d a d mi nistr ati o n c osts, att or n e ys’ f e es a n d e x p e ns es, a n d a n y a p pli c a bl e t a x es, will b e distri b ut e d p urs u a nt t o t h e Pl a n of All o c ati o n s et f ort h i n t h e N oti c e, or ot h er pl a n a p pr o v e d b y t h e C o urt.

W h a t a r e m y ri g h t s:If y o u r e c ei v e/ h a v e r e c ei v e d a P ost- C ar d N oti c e i n t h e m ail, y o u ar e a R e gist er e d H ol d er (i. e., y o u h ol d ( or h el d) y o ur eli gi bl e A D Rs dir e ctl y a n d y o ur r el e v a nt i nf or m ati o n w as pr o vi d e d b y B N Y M’s tr a nsf er a g e nt), a n d y o u d o n ot h a v e t o t a k e a n y a cti o n t o b e eli gi bl e f or a s ettl e m e nt p a y m e nt. If y o u d o n ot r e c ei v e/h a v e n ot r e c ei v e d a P ost- C ar d N oti c e i n t h e m ail, y o u ar e a N o n- R e gist er e d H ol d er a n d y o u m ust s u b mit a Cl ai m F or m, p ost m ar k e d (if m ail e d), or o nli n e, b y A u g ust 1 5, 2 0 1 9 , t o b e eli gi bl e f or a s ettl e m e nt p a y m e nt. N o n- R e gist er e d H ol d er S ettl e m e nt Cl ass M e m b ers w h o d o n ot hi n g will n ot r e c ei v e a p a y m e nt, b ut will b e b o u n d b y all C o urt d e cisi o ns.



F or m or e i nf or m ati o n visit w w w. b n y m a drf x s ettl e m e nt. c o m, e m ail i nf o @ b n y m a drf xs ettl e m e nt. c o m or c all 8 6 6- 4 4 7- 6 2 1 0.

8 6 6- 4 4 7- 6 2 1 0 w w w. b n y m a drf xs e t. c o m

I N V E S T O R' S B U SI N E S S D AI L Y M U T U A L F U N D P E R F O R M A N C E W E E K O F F E B R U A R Y 2 5, 2 01 9 A1 5Case 1:16-cv-00212-JPO-JLC Document 155-2 Filed 04/29/19 Page 61 of 139

B6 | Monday, February 11, 2019 * * THEWALL STREET JOURNAL.

BUSINESS & FINANCE

Lauren Taylor Wolfe and Christian Asmar, managing partners and co-founders of Impactive Capital

SARA

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with it: Crockett CogenerationLP and Topaz Solar FarmsLLC.

S&P Global Inc. noted that“recent rating actions in thesector have…reflected isolated

events, rather than an overallindustry deterioration of creditquality.” Utilities make up 4%of the total weakest links, itsaid.

Among the other six addi-

A global tally of vulnerablecompanies fell in January,though its makeup shiftedslightly with the addition ofthree California utilities.

The number of S&P weakestlinks—companies rated B-mi-nus or lower with negative out-looks—declined to 199 as ofJan. 21 from 203 as of Dec. 26,according to a recent S&P re-port. California utility PG&ECorp. joined the tally as poten-tial liabilities related to wild-fires in the state mounted. Theutility filed for chapter 11 bank-ruptcy after the period coveredby the report, on Jan. 29.

PG&E’s woes pulled twoother California utilities along

BY NICOLE DEKLE COLLINS

Facebook faced controversyover the past year regarding itsprivacy practices. Investigatorsannounced they solved the de-cades-old Golden State serialmurder and rape case in Cali-fornia using relatives’ DNA in apublic database. There has beena recent push among privacyexperts for greater transpar-ency by testing companies overwho gets access to their data.

In recent months, law-en-forcement agencies and gene-alogists have used relatives’DNA and family trees to solveother cold cases.

For its next act, 23andMe ishoping to use the data it gath-ers from consumers to developnew drugs.

Ms. Wojcicki said the com-

pany has developed 13 com-pounds it hopes will one daybecome drugs. Two of thecompounds she said are in“late stage” testing in animals.

23andMe also signed a$300 million agreement lastyear giving the pharmaceuticalcompany GlaxoSmithKlinerights to use genetic data fordrug discovery.

Ms. Wojcicki said the com-pany has no immediate plansto go public. “I think it soundsawful,” she said of transition-ing to public markets. “Whenwe have earnings that are likeGoogle and go up 20% everyquarter” it would be a bettertime, she said. “You want tobe public when you’re superstable and growing.”

23andMe Inc.’s salesgrowth was hit by privacyconcerns last year, its chief ex-ecutive said Thursday, at thesame time touting the com-pany’s drug development pipe-line that she hopes will powerits next phase.

“The market definitelyslowed last year,” said23andMe co-founder and CEOAnne Wojcicki, speaking atThe Wall Street Journal’s TechHealth conference in San Fran-cisco. “My hypothesis is thatyou have some of the effectfrom Facebook, people con-cerned about privacy, you hadGolden State killer and so peo-ple pause.”

23andMe’s direct-to-con-sumer sales increased about5% in 2018 from 2017, accord-ing to credit-card data ana-lyzed by research firm SecondMeasure. The firm estimatessales growth but not overallrevenue. Such growth wouldbe tepid for the highly valuedconsumer genetics-testingcompany. Its valuation waslast set at $2.4 billion in a2018 funding round, accordingto Lagniappe Labs, publisherof the Prime Unicorn Index.

Ms. Wojcicki said the salesestimate was “slightly off,”adding that the company’ssales grew more.

BY ROLFE WINKLERAND AMY DOCKSER MARCUS

Growth at 23andMe SlowsOver Privacy Concerns

lower cost of capital overtime, according to Mr. Asmar,35.

Impactive’s longevity willdepend on whether it canprove its strategy is worth thewait.

An index of activist hedgefunds lost more than 11% in2018, faring worse than theS&P 500, which dropped 4.4%including dividends, accordingto research firm HFR.

The extent to which ESGimprovements increase share-holder returns has been de-bated in the investing worldfor years, but big index-fundproviders such as BlackRockInc. as well as powerful pen-

ContinuedfrompageB1

sion plans like Calstrs are in-creasingly focused on them asa tool to mitigate risk.

Other activists such as BlueHarbour and Trian Fund Man-agement LP have marketedthemselves as arbiters ofsound corporate governancefor years and some, includingValueAct Capital Partners LPand Jana Partners LLC, haveor plan to launch ESG funds.Even Elliott ManagementCorp., long known as one ofthe most aggressive activists,has staff members devoted toincorporating corporate-gov-ernance concerns into theircampaigns.

Impactive, based in Mid-town Manhattan, plans to holdaround 10 investments at atime and be actively involvedin each.

Like many activists, Ms.Taylor Wolfe and Mr. Asmarsay they will aim to work be-hind the scenes with manage-ment teams but haven’t ruledout writing public letters orlaunching proxy fights if

needed. That wasn’t the casewhen they worked at BlueHarbour, whose founder Clif-ton S. Robbins eschews proxycontests.

Ms. Taylor Wolfe, who is onthe board of industrial sup-plier HD Supply Holdings Inc.,said it is an advantage to havepeople with different life expe-riences and perspectives in-volved in decision making.That is part of the reason sheand Ms. Asmar work well to-gether, she said.

Ms. Taylor Wolfe grew upon Long Island in Merrick,N.Y., and has degrees fromCornell University and theWharton School of the Univer-sity of Pennsylvania. Mr. As-mar primarily grew up inPuerto Rico and Miami andgraduated from Princeton Uni-versity.

Ms. Taylor Wolfe, a fasttalker who is brimming withenergy, stands in contrast tothe more mellow Mr. Asmar.“Christian is my guidepost, hekeeps me inbound,” she said.

Fund’sFoundersStand Out

tions were two companies inthe oil-and-gas sector, whichhas been under pressure sinceNovember amid volatility incrude prices: Canada-basedBellatrix Exploration Ltd. and

Houston-based Bristow GroupInc. The consumer-productssector continues to lead thetally, with 33. The media-and-entertainment and oil-and-gasindustries follow with 26 each.

Retail and restaurants roundout the top spots with 24.Taken together, the four indus-tries comprise 54.8% of weak-est links.

Of the long-running weak-ness in the bricks-and-mortarretail sector, S&P noted that“even after years of cost cut-ting due to increased competi-tion from online retailers andshifts in consumer tastes, U.S.consumer goods companies arestill facing pressure on profitmargins.”

The global default rate forspeculative-grade debt—dou-ble-B-plus or lower using S&PGlobal Ratings’ system—de-clined to 2.09% in Decemberfrom 2.21% in November. Thedefault rate for U.S. specula-tive-grade debt fell to 2.42%from 2.69%. S&P expects theU.S. speculative-grade defaultrate to decrease to 2.5% bySeptember from 2.7% in Sep-tember 2018 and 3.2% in Sep-tember 2017.

Utilities Join S&P’s List of Weak LinksConsumer-productssector is at the topof the global tally,with 33 companies

PG&E joined the tally as it faces potential liabilities over California fires. It filed for chapter 11 after the period covered by the report.

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P2JW042000-2-B00600-1--------XA


B4 | Monday, February 25, 2019 THEWALL STREET JOURNAL.

TECHNOLOGY WSJ.com/Tech

pete at the highest level of thesmartphone market.

Not long ago, the Chinesecompany barely registered inmobile-device sales. Now, itssoaring sales are bucking anindustrywide slump.

The Mate X features aslightly different overall designthan the Galaxy Fold. Whilethe Galaxy fold has two sepa-rate screens—one when foldedand another when unfolded—the Mate X will have a singlescreen that closes in two, onehalf of which is used when it’sclosed.

“This will catapult Huaweito a true leader in smart-phones, proving themselves tobe worthy of comparison toApple and Samsung,” saidWayne Lam, an analyst at con-sulting firm IHS Markit.

Huawei’s booming consumerbusiness—now the biggest rev-enue generator for the Chinesetechnology juggernaut—is a

welcome distraction from itslegal and political woes. Thoseinclude the arrest of its chieffinancial officer in Decemberand dual criminal indictmentsin January alleging that thecompany evaded U.S. sanctionson Iran and stole technologyfrom a U.S. partner. Huaweidenies all wrongdoing.

The foldable-screen devicesaren’t likely to deliver monsterprofits for now. IHS Markit ex-pects 1.4 million shipments in2019 for the flexible displaysused by foldable-screen phonesmade by Huawei, Samsung orothers—a fraction of theroughly 1.5 billion smart-phones sold annually.

than 200 countries, you cantravel essentially all over theworld without racking uproaming charges. You canpause or cancel your servicewith just a few taps, too.

For a while, Google Fi wasavailable only on select de-vices. Now it’s available onmost Android phones, in-cluding Samsung’s new Gal-axy S10. Only a few “de-signed for Fi” models get thenetwork-hopping, VPN andeasy international service.With other supportedphones, you only get T-Mo-bile service, and some mod-els can’t call or text over Wi-Fi. All those caveats andmore apply to iPhone users:You’ll have to tweak somesettings to get messaging towork properly, and youwon’t get visual voice mail.

Fi’s most intriguing fea-ture is its long-term vision,which is to make mobile dataubiquitous and simple,rather than tying you to aphysical SIM in a single de-vice. These days, however,that runs against the ap-proach U.S. carriers havebeen taking. As more contentcomes over the air, carrierssee an opportunity to be aneven bigger part of your life.

If Google made gettingfast data on any device aseasy as logging into Gmail,Fi could be a game-changer.Otherwise—especially as thecarriers add 5G to their net-works and more services totheir sales pitches—Googlewill have trouble keeping up.

start.) In my testing aroundthe San Francisco area, I hadservice everywhere I ex-pected, but often not at thespeeds I hoped.

Virtually all surveys andtests say Verizon has thebest and fastest network,followed by AT&T. Even Fi’scombination of other playersdidn’t quite keep up.

You wouldn’t get GoogleFi for the raw downloadspeed, but it’s worth consid-ering for everything else itoffers, starting with theprice. You pay $20 a monthfor unlimited calling and tex-ting, plus another $10 foreach gigabyte of data youuse. Adding another personto your plan costs $15 amonth. You’ll get a refundfor data you don’t use by theend of the month, so if youuse 1.6GB you’ll pay $36 in-stead of $40.

Once you hit 6GB of data,your bill would be $80—andGoogle caps the bill there.You can keep using data atno added cost, though at15GB, Google will slow yournetwork speed.

Because Google has simi-lar carrier deals in more

ContinuedfrompageB1

GoogleStill PlaysCatch-Up

inches diagonally, he said,compared with the 7.3-inch un-folded display on the GalaxyFold.

Mr. Yu said it took Huaweiengineers more than threeyears to get the phone’s mostchallenging technical compo-nent, the hinge, just right. “Weput so much resources andtechnology” into that compo-nent, he said.

But Mr. Yu was vague aboutwhen the device will actuallybecome available to consum-ers, offering a for-sale date ofas soon as the middle of theyear, pending the rollout of 5Gnetworks. Samsung, by con-trast, gave a release date ofApril 26 when it unveiled itsdevice in San Francisco onWednesday.

Still, the Mate X—whosename contains echoes of rivalApple Inc.’s iPhone X—under-scores Huawei’s technologicalstrides and ambition to com-

BARCELONA—Just days af-ter Samsung Electronics Co.launched the industry’s firstmainstream foldable-screensmartphone, China’s HuaweiTechnologies Co. upped theante with a competing deviceand an even more strato-spheric price tag.

Huawei’s new device, calledthe Mate X, features a singlewide screen that folds in halfwhen closed. Like the SamsungGalaxy Fold, the Mate X willhave a folded and unfoldedmode, run multiple applica-tions at once and be compati-ble with coming superfast 5Gnetworks.

And Richard Yu, the head ofHuawei’s consumer devicebusiness, said the handset willbe priced at €2,299, or about$2,600—over 30% more thanthe $1,980 Galaxy Fold.

The new device launchcomes amid the mobile indus-try’s biggest event of the yearhere, MWC Barcelona. WhileHuawei typically uses thevenue to showcase top-of-the-line new devices, this year itsexecutives will be sharing theevent space with a team of U.S.officials looking to persuadeAmerican allies against usingHuawei telecom gear in their5G rollouts.

Mr. Yu’s focus is strictly onHuawei’s new phone, as well asa trio of new laptops and sev-eral new internet-connectedhome devices unveiled on Sun-day.

Mr. Yu drew several com-parisons to the Galaxy Foldduring his, 30-minute unveil-ing of the Mate X. Huawei’s de-vice will be thinner than its ri-val’s, he said. When fullyopened, the screen will be 8

BY DAN STRUMPF

New Huawei Phone Folds

The Mate X will cost about $2,600 and features a single widescreen that folds in half. The launch event on Sunday.

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“security should be an areawhere no vendor compro-mises” and that Huawei hasfocused on security for morethan a decade.

Huawei executives havelong said it is an employee-owned company that operatesindependently of Beijing, andthat it would never conductstate-sponsored espionage orsabotage because doing sowould ruin its leading busi-ness.

Mr. Suri also addressedconcerns that Nokia’s productswere more expensive and lesssophisticated than Huawei’s.He said Nokia’s recent dealsprove that Nokia makes com-

petitive hardware, and said hefelt the Finnish company alsooffered competitive prices.

But he added: “Let us beclear: Cheaper is not alwaysbetter,” he said. “When itcomes to network security,better really matters.”

Huawei led the market fortelecom equipment, which in-cludes cellular-tower hardwareand internet routers that wire-less and cable providers need,with a 28% share of revenuethrough 2018’s third quarter,according to research firmDell’Oro Group. Nokia was sec-ond with 17%, while Sweden’sEricsson AB followed with13.4%.

BARCELONA—Nokia Corp.has mostly stayed quiet as itsbiggest competitor, HuaweiTechnologies Co., defended it-self against a U.S.-led cam-paign to globally blacklist theChinese cellular-equipmentmaker over national-securityconcerns.

Now Nokia is throwingpunches, too.

At the Barcelona telecom-industry conference whereU.S. officials plan to urge gov-ernments and wireless carriersto avoid Huawei, Nokia ChiefExecutive Rajeev Suri on Sun-day emphasized the Finnishcompany’s focus on security asa selling point.

Mr. Suri also appeared tosupport concerns that the Chi-nese government could orderHuawei to spy or conduct cy-berattacks. “People every-where are asking the legiti-mate questions about howbest to secure critical net-works, about which vendorsare appropriate to use andwhich are not,” he said, with-out specifically naming Chinaor Huawei during a news con-ference.

The Nokia chief said manu-facturers will rely on internalhigh-speed wireless networks,which both Nokia and Huaweimake, to connect factorycomponents in the near fu-ture. Without security, hesaid, “essential trade secretswill fall with those net-works—airplane innovations,pharmaceutical formulas,electric-car schematics—things worth not just mil-lions, but billions.”

A Huawei spokesman said

BY STU WOO

Nokia CEOWeighs InOn Rival’s Security

Rajeev Suri,CEO of Nokia,emphasizedthe Finnishcompany’sfocus onsecurity.

We are pleased to announce theappointment of the following as

General Partners of the �rm:

Suzanne E. BrennerResident in New York

G. Scott ClemonsResident in New York

Lorrie L. GordonResident in Boston

Michael J. McDonaldResident in New York

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B4 N THE NEW YORK TIMES, MONDAY, FEBRUARY 11, 2019

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When the Fed signaled that itwas backing off further rate in-creases, that slowed the upwardmomentum of the dollar. In fact, itappeared to put a ceiling on thedollar’s rise, at least for now.

That, in turn, is likely to helpAmerican companies andstrengthen commodity prices.Crude oil prices are up 16 percentin 2019.

EMERGING MARKETS A weaker dol-lar is also a boon to emerging mar-kets, whose economies often relyon exporting commodities andborrowing money from foreign in-vestors.

The weak dollar helps on bothcounts. With higher commodityprices, it becomes easier for com-modity-producing countries andcompanies to pay off loans, whichforeign investors often require tobe repaid in dollars.

This is a reversal of the 2018trend, in which the strong dollarprovoked a run on emerging mar-kets like Turkey and Argentina,causing the value of their curren-cies to drop. Money now is flood-ing back to those developing econ-omies, propelling stock marketsin Turkey, Russia and Brazil.

THE FUTURE The question is howdurable this relief rally will prove.Even with the Fed’s pro-eco-nomic-growth stance, there areplenty of remaining risks to theglobal economy — and thereforeto financial markets. Chief amongthose is the possibility that hugeeconomies in China, Japan andGermany sputter.

“The Fed has applied a Band-Aid onto a broken arm,” saidFrances Donald, head of macro-economic strategy at asset man-ager Manulife in Toronto. “This isenough to give us a moment to al-leviate our worst concerns. But itdoesn’t solve the underlying prob-lem, which is a sizable growthslowdown.”

we’ve seen in equity markets,”said Tony Roth, chief investmentofficer at the wealth managementfirm Wilmington Trust.

BONDS In December, stressstarted to build in the market forcorporate bonds. Investors balkedat putting money in anythingother than super-safe govern-ment bonds. One sign of this was awidening of “credits spreads” —the difference between the rela-tively low yields on governmentbonds and the relatively highyields on corporate bonds.

Since Jan. 4, when the Fed’sswivel began, those creditspreads have fallen sharply. Thatis largely because the yields oncorporate bonds have declined,while those on government debthave barely budged.

A big reason for the drop in cor-porate bond yields is that invest-ors have greater confidence in theUnited States economy and theability of American companies toremain financially healthy.

CURRENCIES One way to thinkabout the short-term interestrates that the Fed sets is that theyare the rates at which investors —or even people with savings ac-counts or certificates of deposits— get paid for holding Americandollars. When the Fed raisesrates, and other central banksdon’t, those higher United Statesrates attract capital from aroundthe world. The influx of moneypushes up the value of the dollarrelative to other currencies.

Last year, as the Fed raised in-terest rates four times and ap-peared ready to continue in 2019,the dollar rose about 10 percentrelative to the euro and other ma-jor currencies.

The rising value of the dollarhas big implications.

It makes American manufac-tured goods more expensive, andtherefore less competitive, on theworld market. It depresses theoverseas earnings of Americancompanies when they get con-verted back into dollars.

And it reduces the prices ofcommodities, many of which arepriced in dollars on global mar-kets. (All else being equal, if thedollar’s value rises, you needfewer dollars to buy the same bar-rel of oil or ton of iron ore.) Therise in the value of the dollar, alongwith a supply glut in the world’s oilmarket, helped push crude oilprices down by more than 40 per-cent from October to the end ofDecember.

Fed Reversal on RatesCalmed World MarketsFROM FIRST BUSINESS PAGE

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S&P 500

Russell 2000

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Homebuilders index

2018 2019

Stock Market Rebounds

Chairman Powell’s Jan. 4 comments

The Fed’s shift seems to have stabilized stocks.

THE NEW YORK TIMESSource: FactSet

Corporate Bonds Bounce Back

The difference, or spread, between yields on corporate and government

bonds fell sharply, after the Fed started to suggest it would pause rate

increases.

THE NEW YORK TIMES

Source: FactSet, Bloomberg-Barclays U.S. Investment

Grade Corporate Bond Index data

150

basis points200

100

50

127

basis points

2018 2019

Chairman Powell’s

Jan. 4 comments

A Cap on Dollar Strength?

The U.S. dollar index — a gauge of the dollar’s value against other major

currencies — was up as much as 10 percent from lows in early 2018.

The Fed’s shift may have capped those gains.

THE NEW YORK TIMESSource: FactSet

100

95

90

85

96.5

20192018

Chairman Powell’s

Jan. 4 comments

Note: Data is from Feb. 2018

Jerome H. Powell, Fed chairman

JIM LO SCALZO/EPA, VIA SHUTTERSTOCK

FINANCE | TECHNOLOGY

President Trump is expected tosign an executive order on Mon-day meant to spur the develop-ment and regulation of artificialintelligence, technology thatmany experts believe will definethe future of everything from con-sumer products to health care towarfare.

A.I. experts across industry, ac-ademia and government havelong called on the Trump adminis-tration to make the developmentof artificial intelligence a majorpriority. Last spring, worried thatthe United States was not keepingpace with China and other coun-tries, Jim Mattis, then the defensesecretary, sent a memo to theWhite House imploring the presi-dent to create a national strategyon A.I.

Now, Mr. Trump is about to takethat step, though this “AmericanA.I. Initiative” may not be as boldas some had hoped.

The executive order aims tobetter educate workers in thefield, improve access to the cloudcomputing services and dataneeded to build A.I. systems, andpromote cooperation with foreignpowers, a senior administrationofficial said on a conference callwith reporters on Sunday. But theorder does not set aside funds forA.I. research and development,and the administration providedfew details on how it will put itsnew policies into effect.

The United States is engaged inan increasingly bitter trade warwith China. And while Americancompanies like Google and Ama-zon are now leaders in the field,A.I. experts are concerned thatChina could surpass the UnitedStates in the development of tech-nologies that will power surveil-lance systems and autonomousweapons as well as driverless carsand a wide range of internet serv-ices.

In July 2017, China unveiled aplan to become the world leader inA.I., aiming to create an industryworth $150 billion to its economyby 2030, and two Chinese citiespromised to invest $7 billion in the

effort. Other governments, too,began making large investments,including South Korea, Britain,France and Canada.

In the United States, the De-fense Department has acceler-ated efforts to embrace A.I., shift-ing $75 million of its annual budg-et to a new office that will developthese technologies. Other govern-ment agencies also have majorprojects in the works. But manyA.I. experts have worried that thetop talent in the United States ismoving to companies like Googleand Amazon and away from gov-ernment agencies.

Last year, these concerns in-creased when Google pulled out ofa project to build A.I. for the Pen-tagon after employees protestedthat the technology they wereworking on could be used for le-thal purposes. Companies like

Google are also expanding theiroperations in countries like China,France and Canada, as the A.I. tal-ent in those countries continues toexpand.

In its briefing with reporters,the administration said it wouldincrease efforts to educate Ameri-can workers in the field. It plans towork with the National Council forthe American Worker to createeducational efforts through indus-try and academia, and it will callon government agencies to de-velop fellowships related to A.I.

But the senior official did notprovide specifics on how theUnited States will track theprogress of these efforts.

Two robots powered by artificial intelligence on display at the World

Internet Conference, China’s big tech conference, in Wuzhen last fall.

JONATHAN BROWNING FOR THE NEW YORK TIMES

President to Sign OrderTo Back and Develop A.I.

By CADE METZ

$7BAmount two Chinese cities pledged

to develop A.I., compared with $75

million for a U.S. defense effort.

Everything you need toknow for your business day

is in Business Day.The New York Times

IFYOUAREORWEREAHOLDEROFOROTHERWISECLAIMANYENTITLEMENTTOANYPAYMENTINCONNECTIONWITHANY

AMERICANDEPOSITARYSHARE(SOMETIMES KNOWN AS AN AMERICAN DEPOSITARY RECEIPT) (“ADR”)

FOR WHICH THE BANK OF NEW YORK MELLON (“BNYM”) ACTED ASDEPOSITARY,YOURRIGHTSMAYBEAFFECTED.




What are the bene�ts:If the Court approves the settlement, the proceeds, after deduction of Court-approved notice and administration costs, attorneys’ fees and expenses, and any applicable taxes, will be distributed pursuant to the Plan of Allocation set forth in the Notice, or other plan approved by the Court.




For more information visit www.bnymadrfxsettlement.com,

email [email protected] or call 866-447-6210.

866-447-6210 www.bnymadrfxseVlement.com

UNITED STATES BANKRUPTCY COURTDISTRICT OF NEW JERSEY

---------------------------------------------------------------------------------------------------------x :In re: : Case No: 18-14603 (MBK) :PRINCETON ALTERNATIVE INCOME FUND. : Chapter 11L.P., et. al., : : Debtors. : :---------------------------------------------------------------------------------------------------------x

NOTICE OF DEADLINE REQUIRING FILING OF PROOFS OF INTEREST ON OR BEFORE MARCH 14, 2019

TO: ALL HOLDERS OF CLAIMS AGAINST THE DEBTORS, HOLDERS OF INTERESTS IN THE DEBTORS AND OTHER PARTIES IN INTEREST IN THE ABOVE-CAPTIONED CHAPTER 11 CASE

PLEASE TAKE NOTICE THAT The United States Bankruptcy Court for the District of New Jersey has entered an Order (the “Order”) establishing March 14, 2019, at 4:00 p.m. (Eastern time) (the “Supplemental Bar Date”) as the last date for each person or entity (including individuals, partnerships, corporations, joint ventures, trusts) to file a proof of interest against Princeton Alternative Income Fund, L.P. and/or Princeton Alternative Funding, LLC (collectively, the “Debtors”). The Supplemental Bar Date and the procedures set forth below for filing proofs of interest apply to all claims against either of the Debtors based on and/or arising from any investment activities in either of the Debtors and/or in connection with either of the Debtors (each an “Interest”) against either of the Debtors which Interest arose on or prior to the filing of the Chapter 11 petition on March 9, 2018 (the “Filing Date”), except for those listed in Section 4 below that are specifically excluded from the Supplemental Bar Date filing requirements.

1. WHO MUST FILE A PROOF OF INTERESTIf you have an Interest against either of the Debtors that arose on or prior to the Filing Date, and such Interest is not one of the types of Claims or Interests described in Section 4 below, you MUST file a proof of such Interest (each, a “Proof of Interest”) to share in distributions from the Debtors’ bankruptcy estate and to vote on a Chapter 11 plan of reorganization. Interests based on acts or omissions of either of the Debtors that occurred before the Filing Date must be filed on or prior to the Supplemental Bar Date, as set forth herein, even if such Interests are not now fixed, liquidated or certain or did not mature or become fixed, liquidated or certain before the Filing Date.Under section 101(5) of the Bankruptcy Code and as used in this Notice, the word “claim” or “Claim” means: (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured; or (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

2. WHAT TO FILEYour filed Proof of Interest must conform substantially to the Proof of Interest form located on the public docket [Doc No. 478-2]. Section 7 below provides instructions for how to reach the Court’s Public Access to Electronic Court Records (“PACER”).All Proof of Interest forms must be signed by the holder of such Interest or, if the holder of such Interest is not an individual, by an authorized agent of the holder of such Interest. It must be written in English and be denominated in United States currency. You should attach to your completed Proof of Interest any documents on which the Interest is based (if voluminous, attach a summary) or an explanation as to why the documents are not available.

3. WHEN AND WHERE TO FILEExcept as provided for herein, all Proofs of Interest must be filed so as to be received at the following address on or before March 14, 2019, at 4:00 p.m. (Eastern time) at the following address:

Clerk of the Bankruptcy CourtClarkson S. Fisher Federal Building & U.S. Courthouse

402 East State StreetTrenton, New Jersey 08608

All Proofs of Interest will be deemed filed only when received by the Bankruptcy Court on or before the Supplemental Bar Date, as applicable under the terms of the Order. No Proofs of Interest may be delivered by facsimile, telecopy or electronic mail transmission, except that, attorneys (with full access accounts) and employees of institutional creditors (with limited access accounts) should file Proofs of Interest electronically on the Court’s Case Management/ Electronic Case File (“CM/ECF”) system.

4. WHO NEED NOT FILE A PROOF OF CLAIM OR PROOF OF INTERESTYou do not need to file a Proof of Interest on or prior to the Supplemental Bar Date, as applicable, if you are:

(a) The Debtors;

(b) Any person or entity that has already filed a proof of claim for a prepetition claim, as defined by Section 101(5) of the Bankruptcy Code (“Claim”), against either of the Debtors with the Clerk of the Bankruptcy Court in a form substantially similar to Official Bankruptcy Form No. 10;

(c) Any person or entity that has already filed a Proof of Interest against either of the Debtors with the Clerk of the Bankruptcy Court in a form substantially similar to the Proof of Interest Form;

(d) Any person or entity whose Claim and/or Interest is listed on the Schedules of Assets and Liabilities, List of Equity Security Holders and/or Schedules of Executory Contracts and Unexpired Leases filed by either of the Debtors (collectively, the “Schedules”), provided that (i) the Interest is not scheduled as “disputed,” “contingent” or “unliquidated”; and (ii) the holder of such Interest does not disagree with the amount, nature and priority of such Claim and/or Interest as set forth in the applicable Debtor’s Schedules; any holder of a Claim and/or Interest that heretofore has been allowed by order of this Court;

(e) Any person or entity whose Claim and/or Interest has been paid in full by either Debtor;

(f) Any holder of a Claim and/or Interest for which specific deadlines have previously been fixed by this Court, the Bankruptcy Code or Bankruptcy Rules; and

(g) Any holder of a Claim allowable under § 503(b) and § 507(a) of the Bankruptcy Code as an expense of administration.

This Notice is being published and sent to many persons and entities that have had some relationship with or have done business with either of the Debtors but may not have an unpaid Claim against and/or an Interest in either of the Debtors.

5. EXECUTORY CONTRACTS AND UNEXPIRED LEASESIn the unlikely event you have an Interest arising out of the rejection of an executory contract or unexpired lease as to which the order authorizing such rejection is dated on or before January 24, 2019, the date of entry of the Order, you must file a Proof of Interest for such Interest by the Supplemental Bar Date. Any person or entity that has an Interest arising from the rejection of an executory contract or unexpired lease, as to which the order is dated after the date of entry of the Order, must file a Proof of Interest for such Interest by the date fixed by the Court in the applicable order authorizing rejection of such contract or lease.If you have a Claim arising out of the rejection of an executory contract or unexpired lease, you are not affected by the Order or the Supplemental Bar Date.

6. CONSEQUENCES OF FAILURE TO FILE A PROOF OF INTEREST BY THE SUPPLEMENTAL BAR DATEANY HOLDER OF AN INTEREST THAT IS NOT EXCEPTED FROM THE REQUIREMENTS OF THE ORDER, AS SET FORTH IN SECTION 4 ABOVE, AND THAT FAILS TO TIMELY FILE A PROOF OF INTEREST FOR SUCH INTEREST IN THE APPROPRIATE FORM ON OR BEFORE THE SUPPLEMENTAL BAR DATE WILL BE BARRED FROM ASSERTING SUCH INTEREST AGAINST THE DEBTORS AND THEIR CHAPTER 11 ESTATES, FROM VOTING ON ANY PLAN OF REORGANIZATION FILED IN THESE CASES, AND FROM PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS’ CASES ON ACCOUNT OF SUCH INTEREST.

7. THE DEBTORS’ SCHEDULES AND ACCESS THERETOYou may be listed as the holder of an Interest against one or more of the Debtors listed on either of the Schedules.If you rely on the Schedules, it is your responsibility to determine that your Interest is accurately listed in the Schedules.As set forth above, if you agree with the nature, amount and status of your Interest as listed in the Schedules, and if your Interest is not described as “disputed,” “contingent,” or “unliquidated,” you need not file a Proof of Interest with respect to such Interest. Otherwise, or if you decide to file a Proof of Interest with respect to such Interest, you must do so before the Supplemental Bar Date in accordance with the Order.Copies of the Schedules are available for inspection on the Court’s Internet Website - http://www.njb.uscourts.gov/ A login and password to PACER are required to access this information and can be obtained through the PACER Service Center - http://www.pacer.psc.uscourts.gov Copies of the Schedules may also be examined between the hours of 9:00 A.M. and 4:00 P.M., Monday through Friday at the Office of the Clerk of the Bankruptcy Court, located at Clarkson S. Fisher Federal Building & U.S. Courthouse, 402 East State Street, Trenton, New Jersey 08608. Copies of the Schedules may also be obtained by written request to the Trustee’s counsel Wollmuth Maher & Deutsch LLP at 500 Fifth Avenue, New York, New York 10110.A holder of a possible Interest against either of the Debtors should consult an attorney regarding any matters not covered by this Notice, such as whether the holder should file a Proof of Interest.

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B4 N THE NEW YORK TIMES, MONDAY, FEBRUARY 25, 2019

C M Y K Nxxx,2019-02-25,B,004,Bs-BW,E1

FINANCE

consulted with tax accountants,lawyers, executives, politicalleaders and yes, billionaires, andspecific ideas have come upabout plugging the gaps in thetax code, without blowing itapart.

None of these are as headline-grabbing as Ms. Ocasio-Cortez’sGreen New Deal, nor will theyevoke the emotional response ofa sound bite about Ms. Warren’swealth tax. But it could be thatevolution has a better chancethan revolution.

Patch the Estate Tax

None of the suggestions in thiscolumn — or anywhere else —can work unless the estate tax isrid of the loopholes that allowwealthy Americans to blatantly(and legally) skirt taxes.

Without addressing whetherthe $11.2 million exemption is toohigh — and it is — the estate taxis riddled with problems. Chiefamong them: Wealthy Ameri-cans can pass much of theirriches to their heirs withoutpaying taxes on capital gains —ever. According to the Center onBudget and Policy Priorities,unrealized capital gains accountfor “as much as about 55 percentfor estates worth more than $100million.”

That’s because after someonedies, the rules allow assets to bepassed on at their current — or“stepped up” — value, with notax paid on the gains. An assetcould rise in value for decadeswithout being subject to a tax.

Many wealthy Americans evenborrow against their assetsrather than sell them to avoidpaying capital gains tax. That’swhy closing this loophole is socritical: You could raise ratesand put a big tax on the sale ofproperty and it wouldn’t matterfor many wealthy families. Theywouldn’t actually pay it.

The Congressional BudgetOffice estimates simply closingthis loophole would raise morethan $650 billion over a decade.

As central as this idea is to theother suggestions, it is not aneasy sell. Three Republicansenators introduced a plan thisyear to repeal the estate tax.

But this and other changes —eliminating the hodgepodge ofgeneration-skipping trusts thatalso bypass estate taxes — areobvious fixes that would intro-duce a basic fairness to the sys-tem and curb the vast inequalitythat arises from dynastic wealth.

Increase Capital Gains Rates

Our income tax rates are pro-gressive, but taxes on capitalgains are less so. There are onlytwo brackets, and they top out at20 percent.

By contrast, someone making$40,000 a year by working 40hours a week is in the 22 percentbracket. That’s why WarrenBuffett says his secretary pays ahigher tax rate.

So why not increase capitalgains rates on the wealthiestamong us?

One chief argument for lowcapital gains rates is to incen-tivize investment. But if we em-braced two additional brackets —say, a marginal 30 percentbracket for earners over $5 mil-lion and a 35 percent bracket forearners over $15 million — it ishard to see how it would funda-mentally change investmentplans.

Most of America wouldn’t beaffected at all and those wealthyindividuals who are successfulenough to pay more would beunlikely to hold back on invest-ment. After all, they’d still wantto get a return on their moneyrather than have it sit idle.

Even Bill Gates agrees, tellingCNN: “The big fortunes, if yourgoal is to go after those, you haveto take the capital gains tax,which is far lower at like 20percent, and increase that.”

End the Real Estate Loopholes

One reason there are so manyreal estate billionaires is the lawallows the industry to perpetu-ally defer capital gains on prop-erties by trading one for another.In tax parlance, it is known as a1031 exchange.

In addition, real estate indus-try executives can depreciate thevalue of their investment for taxpurposes even when the actualvalue of the property appreci-ates. (This partly explains Mr.Kushner’s low tax bill.)

These are glaring loopholesthat are illogical unless you are abeneficiary of them. Several realestate veterans I spoke to pri-vately acknowledged the taxbreaks are unconscionable.

Fix Carried Interest

This is far and away the mostobvious loophole that goes toAmericans’ basic sense of fair-ness.

For reasons that remain inex-plicable — unless you countlobbying money — the privateequity, venture capital, real es-tate and hedge fund industrieshave kept this one intact. Currenttax law allows executives inthose industries to have thebonuses they earn investing forclients taxed as capital gains, notordinary income.

Even President Trump op-posed the loophole. In a 2015interview, he said hedge fundmanagers were “getting awaywith murder.”

This idea and the others wouldnot swell the government’s cof-fers to overflowing, but theywould help restore a sense offairness to a system that feels soeasily gamed by the wealthiestamong us.

There are a couple of otherthings worth considering.

Let’s Talk About Philanthropy

Nobody wants to dissuade chari-table giving. But average taxpay-

ers are often subsidizing wealthyphilanthropists whose charitabledeductions significantly reducetheir bills.

These people deserve creditfor giving money to noble causes(though some nonprofits arelobbying organizations masquer-ading as do-gooders) but theirwealth, in many cases, isn’t pay-ing for the basics of health care,defense, education and every-thing else that taxes pay for.

Philanthropic giving is laud-

able, but it can also be a tax-avoidance strategy. Is there apoint at which charitable givingshould be taxed?

I’m not sure what the rightanswer is. But consider thisquestion posed by several philan-thropic billionaires: Should therich be able to gift stock or otherassets to charity before payingcapital gains taxes?

Let’s use Mr. Buffett as anexample, though any of wealthi-est billionaires in the world could

do the same.Most of Mr. Buffett’s wealth is

stock he built up in BerkshireHathaway. Close estate tax loop-holes and raise the capital gainsrate to the sky, but the vast ma-jority of his fortune will not betaxed. That’s because Mr. Buffettplans to donate almost all of it toMr. Gates’s foundation, whichwon’t pay taxes when the stockis sold to fund the very worthyprojects Mr. Gates has undertak-en.

At a minimum, we ought toconsider whether the wealthyshould be allowed to take de-ductions when they move moneyto their own foundations, orwhether they should only take adeduction when the money isspent. This would prevent themfrom using their foundations tocapture a tax deduction in wind-fall years without the moneyhaving to go to a worthy cause atthe same time.

Finally, Fund the I.R.S.

The Internal Revenue Service isso underfunded that the chancean individual gets audited isminuscule — one person in 161was audited in 2017, according tothe agency And individuals withmore than $1 million in income,the people with the most compli-cated tax situations, were au-dited just 4.4 percent of the time.It was more than 12 percent in2011, the Center on Budget andPolicy Priorities reported.

The laws in place hardly mat-ter: Those willing to take achance can gamble that theywon’t get caught. That wouldn’tbe the case if the agency wasn’thaving its budget cut and losingpersonnel.

Mary Kay Foss, a C.P.A. inWalnut Creek, Calif., told thetrade magazine AccountingToday what we all know, but isinexplicably never say aloud:“No business would cut thebudget of the people who collectwhat’s owed.”

“It encourages people tocheat,” she said. “We need awell-trained, well-paid I.R.S. staffso that those of us who pay ourtaxes aren’t being made fools of.”

Nobody wants to be a patsy.

Representative Alexandria Ocasio-Cortez supports a top marginal tax rate of 70 percent on individuals whose incomes surpass $10 million a year.

PETE MAROVICH FOR THE NEW YORK TIMES

Closing the perverse loopholes in the estate tax is possibly a more palatable way to raise taxes on the wealthy.

KATHERINE MARKS FOR THE NEW YORK TIMES

Less Complex WayTo Tax the WealthyIs to End LoopholesFROM FIRST BUSINESS PAGE

IFYOUAREORWEREAHOLDEROFOROTHERWISECLAIMANYENTITLEMENTTOANYPAYMENTINCONNECTIONWITHANY

AMERICANDEPOSITARYSHARE(SOMETIMES KNOWN AS AN AMERICAN DEPOSITARY RECEIPT) (“ADR”)

FOR WHICH THE BANK OF NEW YORK MELLON (“BNYM”) ACTED ASDEPOSITARY,YOURRIGHTSMAYBEAFFECTED.




What are the bene�ts:If the Court approves the settlement, the proceeds, after deduction of Court-approved notice and administration costs, attorneys’ fees and expenses, and any applicable taxes, will be distributed pursuant to the Plan of Allocation set forth in the Notice, or other plan approved by the Court.




For more information visit www.bnymadrfxsettlement.com,

email [email protected] or call 866-447-6210.

866-447-6210 www.bnymadrfxseVlement.com

NOTICE IS HEREBY GIVEN that, pursuant to: (a) Section 9-610 of the Uniform Commercial Code (“UCC”) as adopted in the State of New York, (b) the Mortgage Loan Agreement, dated as of November 1, 2018, among Column Financial, Inc. (“Column”), as Mortgage Lender, Column, as mortgage agent (“Mortgage Agent”), Spirit SPE Portfolio 2006-1, LLC, Spirit SPE 2006 Portfolio 2006-2, LLC, Spirit SPE Portfolio 2006-3, LLC, SMTA Shopko Portfolio I, LLC (collectively, the “Property Owner Borrowers”), as amended by the First Amendment and Joinder to Loan Agreement and Omnibus Amendment to Loan Documents, dated as of November 27, 2018, among Mortgage Lender, Mortgage Agent, Property Owner Borrowers and SMTA Shopko Mortgage Pledgor, LLC (“Mortgage Pledgor”) (the “Mortgage Loan Agreement”), (c) the Mortgage Pledge and Security Agreement, dated as of November 27, 2018, made by Mortgage Pledgor, as pledgor, in favor of Mortgage Agent, as pledgee (the “Mortgage Pledge Agreement”), (d) the Mezzanine Loan Agreement, dated as of November 27, 2018, among, Column, as Mezzanine Lender, Column, as mezzanine agent (“Mezzanine Agent” and, together with Mortgage Agent, collectively, the “Agent”), SMTA Shopko Mezz Borrower, LLC (the “Mezzanine Borrower”) (the “Mezzanine Loan Agreement” and, together with the Mortgage Loan Agreement, collectively, the “Loan Agreements”), and (e) the Mezzanine Pledge and Security Agreement, dated as of November 27, 2018, made by Mezzanine Borrower, as pledgor, in favor of Mezzanine Agent, as pledgee (the “Mezzanine Pledge Agreement” and, together with the Mortgage Pledge Agreement, collectively, the “Pledge Agreements”), the Agent will offer for sale to the public in two separate lots and auctions (each, an “Auction” and together, the “Auction”): (i) right, title and interest of in and to the limited liability company interests of Mezzanine Borrower, as pledgor, in Mortgage Pledgor and certain rights related thereto (the “Mezzanine Pledged Collateral”) and (ii) right, title and interest of in and to the limited liability company interests of Mortgage Pledgor, as pledgor, in the Property Owner Borrowers and certain rights related thereto (the “Mortgage Pledged Collateral,” together with the Mezzanine Pledged Collateral and each as further described and defined in the Pledge Agreements as the “Pledged Collateral”).

The Pledged Collateral is being sold on an “AS IS WHERE IS” basis pursuant to the following terms and conditions.

TIMING/LOCATION OF THE AUCTIONDate and Time of Sale: February 27, 2019, 1:00 P.M. ESTLocation of Sale: New York State Supreme Court – NY County

60 Centre Street New York, New York 10007

Licensed Auctioneer: Matthew D. Mannion (DCA #1434494)TERMS AND CONDITIONS OF THE AUCTION1. The successful bidder at the Auction for the Mezzanine Pledged Collateral must be prepared to purchase all of the Mezzanine Pledged Collateral. The successful bidder at the Auction for the Mortgage Pledged Collateral must be prepared to purchase all of the Mortgage Pledged Collateral. The Pledged Collateral will be sold to the bidder that makes the highest and best bid at the Auction.

2. Subject to executing confidentiality agreements, parties may obtain additional information concerning the Pledged Collateral from the contacts below.

3. To participate in the Auction, the Agent requests that interested parties submit an indication of interest and completed bidder questionnaire to the Agent three business days prior to the Auction, together with an initial deposit equal to 10% of the indicated purchase price (the “Initial Deposit”). If a bidder submits a Winning Bid (as defined below), but does not provide the required Deposit or the Balance (each, as described below) the Initial Deposit shall be forfeited. If a bidder is not a Successful Bidder or a Back-up Bidder, then the Agent will return the Initial Deposit within five (5) business days following the Auction. The Agent will return the Initial Deposit of any Back-up Bidder within five (5) business days of receipt of the Balance from the applicable Successful Bidder (as defined below).

4. The Pledged Collateral are being sold on an “AS IS WHERE IS” basis, without recourse, warranty or guaranty, whether express or implied. The sale of the Pledged Collateral is specifically subject to all taxes, liens (other than those of Agent), claims, assessments, liabilities and encumbrances, if any, that may exist against the Pledged Collateral.

5. To participate in the Auction, each potential bidder must be physically present and demonstrate to the satisfaction of the Agent that it (i) has the financial means to close on any bid, (ii) is either an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended) or satisfies the equivalent requirements of an accredited investor in its jurisdiction of organization, (iii) will provide a replacement recourse carve-out guaranty that satisfies the net worth and liquidity covenants required by the Mortgage Loan Agreement, (iv) will provide an environmental indemnity agreement for Mortgage Loan and (v) and otherwise satisfies the suitability standards set by the Agent. The Agent reserves the right to reject any bid or all bids at the Auction, to announce such other terms at the Auction as may be commercially reasonable in the Agent’s discretion or to accept non-conforming bids. Further, the Agent reserves the right to cancel, postpone or adjourn the Auction by announcement made at the Auction, either before or after the commencement of bidding, without written notice or further publication. The Agent reserves the right to credit bid all or any portion of its secured indebtedness then outstanding under the Loan Agreements.

6. The Agent will determine the highest and best bid made at each Auction for the Pledged Collateral (the “Winning Bid”). The Agent reserves the right to select the second highest and best bid at the Auction as a back-up bidder for the Pledged Collateral (the “Back-up Bidder”). Each party submitting a Winning Bid (each, a “Successful Bidder”) must deliver the balance of its Winning Bid (the “Balance”) by wire transfer or certified funds by 2:00 p.m. on the date of the conclusion of the Auction. If any Successful Bidder fails to pay the Balance by the Payment Deadline, its Initial Deposit will be forfeited to the Agent as liquidated damages. Following such default, the Agent may sell the Pledged Collateral to the respective Back-up Bidder(s), if any, without further notice.

7. Upon indefeasible payment in full of the applicable Winning Bid by the applicable Successful Bidder or Back-up Bidder, the Agent will cause to be delivered to the applicable Successful Bidder or Back-up Bidder, or its designees, all of the Pledged Collateral that it holds in physical or deliverable form.

REQUEST FOR FURTHER INFORMATIONAll inquiries concerning this Notice of Sale and the terms and conditions of the sale should be made to: Raniero D’Aversa, Orrick, Herrington & Sutcliffe LLP (telephone: (212) 506-3715) (email: [email protected]) and Kurt Altvater, CBRE (telephone: (415) 772-0448) (email: [email protected]). Any person making any inquiry or request must: (i) disclose the person or entity on whose behalf such information is being sought and (ii) maintain the confidentiality of the information provided.

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Hear It First.HEAR IT FIRSTHAND.


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d a y s. I n v e st o r s a r e e y ei n g r e s ult s f r o m C V S H e alt h a n d A n al o g D e vi c e s

t hi s m o r ni n g, f oll o w e d b y A gil e nt T e c h n ol o gi e s aft e r t h e cl o si n g b ell.

Mi n u t e s f r o m t h e F e d' s l a t e s t m e e ti n g a r e o n t a p. T r a d e r s will

p a r s e t h e r el e a s e f o r m o r e cl u e s i nt o t h e c e nt r al b a n k' s e c o n o mi c

o utl o o k . S o m e i n v e st o r s a r e c o n c e r n e d t h at t h e a s s u m pti o n

u n d e r pi n ni n g t h e st o c k m a r k et' s r e c e nt r all y —t h at t h e F e d h a s st o p p e d

r ai si n g r at e s — c o ul d b e w r o n g .

Pl u s, s o m e i n v e s t o r s a r e s c o o pi n g u p “ s m a r t ” f u n d s.

O u r A sj yl y n L o d e r w ei g h s i n o n t h e p r o s a n d c o n s of a d di n g e x p o s u r e t o

t h e s e E T F s a s i n v e st o r s l o o k f o r o p p o rt u niti e s t o e v a d e st o c k- m a r k et

t u r b ul e n c e.


M a r k e t s i n a Mi n u t e

O v e r ni g h t D e v el o p m e n t s

U. S. st o c k s w e r e p oi s e d t o w e a k e n d e s pit e u p b e at t r a di n g el s e w h e r e o n

W e d n e s d a y, a s i n v e st o r s a w ait e d f u rt h e r i nf o r m ati o n o n W hit e H o u s e

t r a d e t al k s wit h C hi n a.

R e a d o u r f ull m a r k et w r a p h e r e

T h e vi e w f r o m A si a: St o c k I n v e st o r s L o o k P a st Gl o o m y J a p a n e s e T r a d e

D at a

I n v e s t o r s E y e ‘ S m a r t’ E T F s t o A v oi dV ol a tili t y

B y A sj yl y n L o d er, m ar k et s r e p ort er


ÁĀǼĄĀĒĀČÆĀG

Investors hunting for protection after last year’s market turbulence aresnapping up so-called smart funds in the hopes of sidestepping the nextdownturn.

The S&P 500 has advanced 11% so far this year, but that hasn’tstopped investors from looking for a safer way to bet on stocks.Two of the biggest exchange-traded funds that try to pick less volatile stockshave been among the most popular so far this year. A surge of new moneyhas pushed assets in both the iShares Edge MSCI Min Vol USA ETF and theInvesco S&P 500 Low Volatility ETF to record heights.

In all, ETFs that try to pick less risky stocks have taken in $11.3 billion sincethe beginning of November, according to Morningstar. The funds, billed as“smart beta” or “strategic beta,” are pegged to bespoke indexes that targetstocks that are less susceptible to violent price swings.


E T F i s s u e r s h a v e b e e n t r yi n g f o r y e a r s t o g et c o st- c o n s ci o u s p a s si v e

i n v e st o r s t o e m b r a c e m o r e s o p hi sti c at e d — a n d p ri ci e r — st yl e s of i n d e x

i n v e sti n g. L a st y e a r’ s r o c k y m a r k et s fi n all y di d w h at sli c k m a r k eti n g a n d

b a c kt e st s f ail e d t o d o: p r o vi d e a r e al- w o rl d e x a m pl e of h o w s u c h f u n d s c a n

o ut p e rf o r m w h e n m a r k et s a r e t o p s y t u r v y.

L a r r y C a r r oll, c hi ef e x e c uti v e of C a r r oll Fi n a n ci al, s ai d hi s E T F of c h oi c e i s

t h e i S h a r e s E d g e M S CI Mi n V ol U S A E T F, w hi c h ai m s t o pi c k a l e s s v ol atil e

mi x of U. S. st o c k s. It s t h r e e bi g g e st h ol di n g s a r e N e w m o nt Mi ni n g, W a st e

M a n a g e m e nt a n d Vi s a, c o m p a r e d wit h Mi c r o s oft, A p pl e a n d A m a z o n. c o m

f o r t h e i S h a r e s pl ai n- v a nill a S & P 5 0 0 E T F. M r. C a r r oll s ai d t h e f u n d

a c c o u nt s f o r 5 % t o 1 0 % of hi s cli e nt s’ st o c k p o rtf oli o s.

I n t h e p a st y e a r, b ot h M r. C a r r oll’ s i S h a r e s E T F a n d t h e c o m p eti n g I n v e s c o

E T F h a v e h a n dil y b e at t h e i S h a r e s E T F t h at t r a c k s S & P 5 0 0. B ot h E T F s h a v e

r et u r n e d m o r e t h a n 1 0 %, c o m p a r e d wit h j u st 3. 6 % f o r t h e S & P 5 0 0 f u n d.

T h e i S h a r e s E T F a n d t h e I n v e s c o f u n d ai m t o s m o ot h o ut m a r k et u p h e a v al.

T h e y’ r e b uilt q uit e diff e r e ntl y t h o u g h, w hi c h c a n h a v e a m e a ni n gf ul i m p a ct

o n r et u r n s.

I n v e s t o r s, h o w e v e r, wi n l e s s w h e n t h e m a r k e t s a r e o n t h e w a y u p.

S o f a r t hi s y e a r, b ot h t h e i S h a r e s a n d I n v e s c o l o w- v ol atilit y E T F s a r e u p

m o r e t h a n 9 %, t r aili n g t h e S & P 5 0 0’ s 1 1 % g ai n.

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at a sj yl y n .l o d e r@ w sj . c o m. E m ail e d c o m m e nt s m a y b e e dit e d b ef o r e

p u bli c ati o n i n f ut u r e n e w sl ett e r s, a n d pl e a s e m a k e s u r e t o i n cl u d e y o u r

n a m e a n d l o c ati o n.

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F or w ar d

F or w ar d e d t hi s e m ail b y a fri e n d ?

Si g n U p H er e

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R e n e w e d g e o p oliti c al u n c e rt ai nt y o n U. S.- C hi n a t r a d e t al k s a n d a

w e a k e r d oll a r h el p e d p o w e r g ol d p ri c e s u p 1. 7 % t o $ 1, 3 4 0. 1 0 a t r o y


Á Ā ǼĄ Ā Ė Ā Č Æ Ā G

o u n c e o n T u e s d a y, t h ei r hi g h e st cl o s e si n c e A p ril 1 9 a n d t h ei r bi g g e st

o n e- d a y a d v a n c e si n c e N o v. 1. T h e p r e ci o u s m et al h a s cli m b e d 4. 8 % t hi s

y e a r.

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i n v e st o r s’ i nt e r e st- r at e e x p e ct ati o n s, r et r e at e d t hi s w e e k. T h e yi el d o n

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wit h 2. 5 2 0 % F ri d a y. T h e yi el d o n t h e t w o- y e a r T r e a s u r y n ot e h a s f all e n

f o r t h r e e c o n s e c uti v e m o nt h s, it s l o n g e st s u c h st r e a k si n c e 2 0 1 3,

a c c o r di n g t o D o w J o n e s M a r k et D at a. Yi el d s f all a s b o n d p ri c e s ri s e.

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a r ri v e d i n C hi c a g o, c o n n e cti n g t h e b r e a d b a s k et of t h e w o rl d di r e ctl y

wit h t h e E a st e r n U. S. f o r t h e fi r st ti m e. I n st e a d of m o r e t h a n t w o w e e k s

b y h o r s e, c o a c h a n d c a n al b o at, it t o o k j u st t w o d a y s b y r ail t o t r a v el

f r o m N e w Y o r k Cit y t o C hi c a g o. G o o d s, m o n e y a n d p e o pl e c o ul d fl o w

b et w e e n t h e t w o b o o mi n g citi e s f a st e r t h a n a n y o n e h a d e v e r i m a gi n e d.

A d v erti s e m e nt

K e y E v e n t s


Á Ā ǼĄ Ā Ę Ā Č Æ Ā G

T h e D all a s F e d’ s Ri c h a r d K a pl a n s p e a k s i n H o u st o n at 1: 1 0 p. m. E T.

T h e F e d e r al R e s e r v e r el e a s e s mi n ut e s f r o m it s J a n. 2 9- 3 0 p oli c y m e eti n g

at 2 p. m.

M u s t R e a d s

Ill u str ati o n: L a ur a K a m m er m a n n

W h y a r e t h e r e c all s t o r e s t ri c t s t o c k b u y b a c k s ? I n t h e vi d e o a b o v e,

o u r K e n B r o w n e x pl ai n s t h e b a si c s of b u y b a c k s a n d t h e e c o n o mi c s of

l a w m a k e r s' p r o p o s al s t o li mit t h e m.

I n v e s t o r s a r e s o u n di n g a w a r ni n g a b o u t m a r k e t s’ c o m pl a c e n c y o n

r a t e s. St o c k s a n d b o n d s a r e ri si n g o n b et s t h e F e d h a s e n d e d it s i nt e r e st-

r at e i n c r e a s e s, w o r r yi n g i n v e st o r s w h o b eli e v e t h e c e nt r al b a n k c o ul d u p e n d

t h o s e e x p e ct ati o n s l at e r t hi s y e a r.

C u s t o m e r s h u n t f o r a b a n k r u p t c r y p t o e x c h a n g e’ s mi s si n g

milli o n s. A n u n u s u al c a s h- pi c k u p s y st e m i s t h e l at e st u n u s u al b u si n e s s

p r a cti c e at Q u a d ri g a t o e m e r g e si n c e G e r al d C ott e n, t h e fi r m’ s 3 0- y e a r- ol d


c o-f o u n d e r a n d C E O, di e d i n I n di a l at e l a st y e a r.

W h o n e e d s f r e e ? P a s si v e f u n d p ri c e s h a v e fl a tli n e d. Z e r o-f e e

e x c h a n g e-t r a d e d f u n d s h a v e f ail e d t o t a k e off a s i n v e st o r s a c c e pt hi g h e r

c o st s f o r fi n e r-t u n e d st r at e gi e s.

M a r k e t s w a r m t o t h e p r o s p e c t o f a n E C B f u n di n g b o o s t f o r b a n k s.

M a r k et p a rti ci p a nt s a r e g r o wi n g c o nfi d e nt t h at t h e E u r o p e a n C e nt r al B a n k

will s o o n t r y t o b o o st t h e e u r o z o n e’ s aili n g e c o n o m y b y r e b o oti n g it s

p r o g r a m of ult r a c h e a p l o n g-t e r m l o a n s t o t h e b a n ki n g s y st e m.

T h e S E C w a n t s t o m a k e i t e a si e r f o r c o m p a ni e s t o e x pl o r e I P O s.

A n y c o m p a n y e x pl o ri n g w h et h e r t o g o p u bli c w o ul d g et g r e at e r l e e w a y t o

di s c u s s t h ei r pl a n s p ri v at el y wit h p ot e nti al i n v e st o r s b ef o r e a n n o u n ci n g a n

i niti al p u bli c off e ri n g, u n d e r a p r o p o s al t h at s e c u riti e s r e g ul at o r s r el e a s e d

T u e s d a y.

W h a t W e' v e H e a r d o n t h e S t r e e t

“ Alt h o u g h t h e y a r e i n v o g u e, mi ni d e al s m a y n ot hit t h e s p ot f o r g r o wt h- st a r v e dc o n s u m e r c o m p a ni e s. ”

— H e ar d o n t h e Str e et c ol u m ni st C ar ol R y a n

St o c k s t o W at c h

H e r b ali f e N u t ri ti o n : T h e c o m p a n y r e p o rt e d a 9 % s al e s i n c r e a s e i n t h e

f o u rt h q u a rt e r, d ri v e n b y st r o n g g r o wt h i n A si a.

P e p si C o : H o r m el F o o d s s ai d t h e b e v e r a g e gi a nt will b u y t h e c o m p a n y' s

C yt o S p o rt b u si n e s s, w hi c h m a k e s M u s cl e Mil k, f o r a n u n di s cl o s e d a m o u nt.

A n al o g D e vi c e s : T h e c hi p m a k e r s ai d l at e T u e s d a y t h at it s b o a r d of

di r e ct o r s v ot e d t o r ai s e t h e c o m p a n y' s q u a rt e rl y di vi d e n d t o 5 4 c e nt s a


s h a r e, a n i n c r e a s e of 1 2. 5 %.

L a- Z- B o y : T h e f u r nit u r e m a k e r' s p r ofit a n d s al e s r e s ult s f o r t h e l at e st

q u a rt e r t o p p e d a n al y st s' e sti m at e s.

L e n di n g Cl u b : T h e p e e r-t o- p e e r l e n di n g c o m p a n y mi s s e d W all St r e et' s

f o u rt h- q u a rt e r r e v e n u e e x p e ct ati o n s.

A b o u t U s

T hi s n e w sl ett e r i s w ritt e n a n d e dit e d b y A m rit h R a m k u m a r

(@ A m rit h R a m k u m a r ; a m rit h .r a m k u m a r @ w sj . c o m) a n d J e s si c a M e nt o n

(@ J e s si c a M e nt o n ; j e s si c a.m e nt o n @ w sj . c o m) i n N e w Y o r k, a n d J a m e s

Will hit e ( @ ji m will hit e; j a m e s.will hit e @ w sj . c o m) i n L o n d o n.

A c c e s s W S J . c o m a n d o ur m o bil e a p p s. S u b s cri b e

U n s u b s c ri b e | N e w sl ett er s &

Al ert s | C o nt a ct

U s |

Pri v a c y

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C o o ki e

P oli c y

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J u n cti o n, N J 0 8 8 5 2

Y o u a r e c u r r e ntl y s u b s c ri b e d a s e ri c .m o r s e @ d o wj o n e s . c o m. F o r

f u rt h e r a s si st a n c e, pl e a s e c o nt a ct C u st o m e r S e r vi c e at

s u p p o rt @ w sj. c o m o r 1- 8 0 0- J O U R N A L.

C o p yri g ht 2 0 1 9 D o w J o n e s & C o m p a n y, I n c. | All Ri g ht s R e s er v e d.


ÀĈĆÅÄĎĐĀAǺĀČDÄČĎĀÊËĐĀÊÈÉĔĀÄÇĀËÐÊĚÐÊĒĀÁÀĀ ÄĊÇǺČĆĀÂÇÄĆÅÄČÅĀÃǼCǺ

ÁÄÆǺĀÉĀĈĄĀĚ

ÂDĀBǺĂÇÐ Ä ÇǺÐ AČĈCÐ ÃĈÐ

Market Prep AM | 2/25

Futures Rise As China Names Rally;Netflix Gets Oscars Boost

ALAN R. ELLIOTT | Feb 25, 2019 8:25 AM ET

Young IPOs led China stocks, Caterpillar topped the Dow Jones Monday as stock futures roseon a delayed increase in China tariffs.

Artificial Intelligence Stocks To Buy And WatchAmid Rising AI CompetitionWhen looking for the best artificial intelligence stocks to buy, investors shouldexpand their search to unexpected fields. Salesforce.com and Trade Desk areamong AI stocks on IBD's radar....

Which Pharmaceutical Stocks AreOutperforming All Other Stocks?The best pharmaceutical stocks to buy have commonalities: Strong CompositeRatings and Relative Strength Ratings....


ÁÄÆǺĀÊĀĈĄĀĚ

New ETFs To Consider, Plus Second MarijuanaPlay On The Way?New ETFs launched this month include financial technology and short-durationincome. Another ETF issuer is seeking approval for a U.S.-listed pure-playmarijuana fund....

How To Become A Financial Advisor: ExpertsOffer TipsIn launching their own firm, advisors plan with care and commit to a businessmodel that matches their interests....

How IBM Watson Is Helping Businesses Make Key


ÀĈĆÅÄĎĐĀAǺĀČDÄČĎĀÊĒĐĀÊÈÉĖĀÄÇĀĒÐĒĔÐÉËĀÁÀĀ ÄĊÇǺČĆĀÂÇÄĆÅÄČÅĀÃǼCǺ

ÁÄÆǺĀÉĀĈĄĀË


Market Prep PM | 2/25

The Big Picture: Has The Market ReachedA Tipping Point? ($)

JUAN CARLOS ARANCIBIA | Feb 25, 2019 5:54 PM ET

New signs that the U.S. and China are closer to a trade agreement sent stocks up, but theearly gains faded and left the S&P 500 today with a symptom of institutional selling.

Palo Alto Leads 3 IBD 50 Stocks Near BuysBefore Earnings: Action Plan ($)IBD 50 stocks Palo Alto Networks, Planet Fitness, Nexstar Media, VeevaSystems and Autohome have earnings due. Palo Alto leads 3 stocks near buypoints....

No. 1 Cybersecurity Stock Eyes New Buy ZoneAfter 138% Run ($)As fellow cloud security leaders Palo Alto Networks and CyberArk showstrength, Fortinet is also among the top cybersecurity stocks to watch....


ÁÄÆǺĀÊĀĈĄĀË

These 2 Marijuana Stocks Are Best Poised ForWorld Domination, Analyst SaysMarijuana stocks: Aurora Cannabis and Canopy Growth are best-poised forglobal domination, a Jefferies analyst said Monday. Cowen sees a big CBDmarket....

These China Tech Stocks Rally As Trump DelaysTariff HikesChina stocks in the tech sector rallied Monday after President Donald Trumpon Sunday announced he would delay a March 1 deadline for tariff hikes onChinese imports following weekend talks....

This Cybersecurity Firm Is IBD Stock Of The DayAhead Of EarningsPalo Alto Networks is the IBD Stock Of The Day ahead of its fiscal second-quarter earnings report due late Tuesday. The stock has neared an entry pointamid some other bullish signs....

What Did 4 Top Stocks Scoring Breakouts HaveIn Common?Several top stocks staged breakouts early Monday, before pulling back slightlyto trade below their respective buy points in the current stock market....


ÄĎĄÇǺĀĐÐĀÀĄĂĊĎĀĊĐĀĚĔÐĀĚÉÊĘĀĀDĀĘEĒĖEËĔĀ ÁĀAĀÇDĄĊĈĀÃDĀĈǺĀĊǺĀÄBĆĄ

ÂĀǼĄĀÊĀČÆĀĒ

ÃĎĂCĄÅDE Ā DĄE ÀĊČĆE ÄČE


Stock Futures Slump As These 2 DowStocks Take Hits


Caterpillar and Home Depot held back the Dow Jones industrials Tuesday as stock futurestraded lower ahead of Senate testimony from Fed chief Jerome Powell.

Square Earnings Due; 3 Top Stocks Fight ForKey SupportInvesting Action Plan: Square earnings are on tap with shares are still offhighs. Wingstop stock, Horizon Pharma stock and TJX stock are fighting forsupport with reports due....

ETF Fees Falling To Zero As Lender Plans FirstNo-Cost FundsSocial Finance, the online lender known as SoFi, is helping start two newETFs that won’t charge a management fee, according to regulatory filings....


ÂĀǼĄĀĚĀČÆĀĒ

Macy's Earnings Beat But Comps Miss AsRestructuring Sees SavingsMacy's earnings topped Q4 views early Tuesday but fell short on same-storesales, while targeting $100 million in annual savings from a restructuringplan....

This IBD 50 Media Star Misses Earnings ViewsNexstar earnings missed views despite a fourth straight quarter of triple-digitgrowth. The IBD 50 stock, wasn't trading yet early Tuesday....

See Which Stocks Just Came On And Off IBD'sTop ScreensFind the best stocks to buy and watch by seeing which top growth stocks werejust added to the IBD 50, IPO Leaders and other IBD stock lists....

What Facebook, Alibaba, Tencent Music RevealAbout Buying IPO StocksInterested in buying "hot" IPO stocks? Keep in mind these lessons from theinitial public offerings of Facebook, Alibaba, Snap, Tencent Music andCronos....


ÃDǺĊÅÄĎĐĀAǺĀČDÄČĎĀÊĔĐĀÊÈÉĖĀÄÇĀĔÐÉĒÐĚĔĀÁÀĀ ÄĊÇǺČĆĀÂÇÄĆÅÄČÅĀÃǼCǺ

ÁÄÆǺĀÉĀĈĄĀË



The Big Picture: Here's One Key ToBeating The Dow In 2019 ($)

DAVID SAITO-CHUNG | Feb 26, 2019 5:59 PM ET

The Dow Jones Industrial Average and other key indexes showed miserly declines in lowervolume. Small caps fell more. Ten Dow stocks show a good RS Rating.

Square Earnings On Tap; Wingstop, TJX FightFor Support: Action Plan ($)Investing Action Plan: Square earnings are on tap with shares are still offhighs. Wingstop stock, Horizon Pharma stock and TJX stock are fighting forsupport with reports due....

Palo Alto Earnings, Revenue Top Estimates, As$1 Billion Stock Buyback SetPalo Alto Networks earnings and revenue for the fourth quarter, reported lateTuesday, beat analyst estimates. Palo Alto stock climbed in after-hours tradingon the stock market today....


ÁÄÆǺĀÊĀĈĄĀË

Planet Fitness Jumps On Earnings, Cites This'Favorable' TrendPlanet Fitness earnings for the fourth quarter are due after the close. PlanetFitness stock crept higher, fighting to hold its 50-day line in a flat base....

These 5 Top Stocks Are Breaking Out To NewHighsA broad group of top stocks led by Etsy broke out to new highs Tuesday, withmost of the gains fueled by positive earnings reports....

This Highly Rated Medical Stock Just BeatFourth-Quarter EstimatesMasimo earnings of 83 cents a share, minus certain items, on $223.13 millionin fourth-quarter sales, beat views. Masimo stock jumped during after-hoursaction on the market late Tuesday....

IBD Stock Of The Day: Chip-Gear Supplier Is'Steady Eddy' Amid DownturnCabot Microelectronics, a supplier of chemicals for semiconductormanufacturing, is the IBD Stock Of The Day after its shares broke out in heavytrading Monday. It continued to rise Tuesday....


Ā ÆĄČÆDĄĂÐEĀÀÆÅÇĐĂÇÐĀËĖEĀËÊĚFĀĂĎĀFÈĒFÈĔĘĀ ÁĀAĂDĎÆÇČĀÃĎĂČĄĂÇĄĀÄCĈÆ

ÂĂBÆĀĚĀĊǼĀĒ

ÃĐÅĆÆǺĎÈ Ă ĎÆÈ ÀÇĊĈÈ ÄĊÈ


Stock Futures Lag, But These 2 LeadersSet Up for Breakaway Gaps


Stock futures lagged Wednesday, but Palo Alto Networks and MercadoLibre soared onearnings news, and the Dow Jones sighted in on 10 straight weekly gains.

TJX Boosts Dividend, OKs New Buyback AsSales Crush ViewsOff-price apparel chain TJX easily beat same-store sales estimates for theholiday quarter early Wednesday and announced bigger returns toshareholders....

Trump Unveils Big Boeing Orders In Vietnam,But Only One Is NewBamboo Airways signed a new Boeing deal and VietJet wrapped up aprovisional order of Boeing passenger jets during President Donald Trump'svisit to Hanoi for his North Korea summit Wednesday....


ÂĂBÆĀËĀĊǼĀĒ

Best Buy Earnings Crush Estimates, SendingShares SoaringConsumer electronics retailer Best Buy on Wednesday beat Wall Street'stargets for its fiscal fourth quarter. The Best Buy earnings news sent thecompany's shares soaring in early trading....

Active-Manager Revenge Gains Steam As FundsThrash BenchmarksIf you’re wondering why index funds are suddenly losing more money this yearthan active managers, look no further than their performance....

How To Make Money In Stocks With 3-Step Investing


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Exhibit E


Exhibit F


Exhibit G


EXHIBIT 3


EXHIBIT 4


1716729.2



16-CV-00212-JPO-JLC

ECF Case


ALL ACTIONS

DECLARATION OF DANIEL P. CHIPLOCK IN SUPPORT OF LEAD PLAINTIFFS’ COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND REIMBURSEMENT OF LITIGATION EXPENSES FILED ON BEHALF OF LIEFF CABRASER HEIMANN &

BERNSTEIN, LLP

I, Daniel P. Chiplock, pursuant to 28 U.S.C. § 1746, hereby declare as follows:

1. I am a partner of the law firm of Lieff Cabraser Heimann & Bernstein, LLP

(“Lieff Cabraser,” “LCHB,” or the “Firm”). I submit this declaration in support of Lead

Plaintiffs’ Counsel’s motion for an award of attorneys’ fees and reimbursement of expenses.

Unless otherwise stated herein, I have personal knowledge of the facts set forth herein and, if

called upon to testify, could and would testify competently thereto. The facts supporting

LCHB’s fee request are more fully set forth in the Joint Declaration of Sharan Nirmul and Daniel

P. Chiplock in Support of (1) Lead Plaintiffs’ Motion for Final Approval of Proposed Class

Action Settlement and Plan of Allocation; and (2) Lead Plaintiffs’ Counsel’s Application for

Attorneys’ Fees and Reimbursement of Litigation Expenses, Including Service Awards to Lead

Plaintiffs (“Joint Declaration”).

2. Lieff Cabraser has offices in New York, NY, San Francisco, CA, and Nashville,

TN. The Firm has litigated numerous class actions in the Southern District of New York and in


-- 2 -- 1716729.2

other courts around the country. A copy of the Firm’s resume, as well as a brief biography of all

Firm attorneys and support staff that billed time in this Action, is attached hereto as Exhibit A.

3. I personally rendered legal services and was responsible, along with my partners,

Daniel E. Seltz and Michael J. Miarmi, along with the founder of the Firm (and current Of

Counsel) Robert L. Lieff, for coordinating and supervising the activity carried out by attorneys

and professional staff at Lieff Cabraser in this Action. In its capacity as interim co-Lead Counsel

for Plaintiffs and the Proposed Class, and as fully set forth in the Joint Declaration, Lieff

Cabraser was one of the principal contributors to the results achieved in this Action for the

benefit of the Class.

4. Based on my work performed in this Action as well as my receipt and review of

the billing records reflecting work performed by attorneys and paraprofessionals at or on behalf

of Lieff Cabraser in this Action (“Timekeepers”) as reported by the Timekeepers, I directed the

preparation of the chart set forth as Exhibit B hereto. This chart (i) identifies the names and

positions (i.e., titles) of the Firm’s Timekeepers who undertook litigation activities in connection

with the Action; (ii) provides the total number of hours each Timekeeper expended in connection

with work on the Action, from the time when potential claims were being investigated through

April 22, 2019; (iii) provides each Timekeeper’s current hourly rate, as noted in the chart; and

(iv) provides the total billable amount, in dollars, of the work by each Timekeeper and the entire

Firm.1 For Timekeepers who are no longer employed by the Firm, the hourly rate used is the

billing rate in his or her final year of employment by the Firm. The Firm’s billing records, which

are regularly prepared from contemporaneous daily time records, are available at the request of

1 The information concerning each Timekeeper’s hours and hourly rate is not based on my personal knowledge, but on the information reported by each such Timekeeper or the files and records of Lieff Cabraser, as well as my familiarity with the work undertaken by Lieff Cabraser in the Action.


-- 3 -- 1716729.2

the Court. Time expended in preparing any papers for this motion for fees and reimbursement of

expenses has not been included in this request, nor has the time of any Timekeeper who devoted

fewer than ten (10) hours to this Action.

5. The hourly rates charged by the Timekeepers are the Firm’s regular rates for

contingent cases and those generally charged to clients for their services in non-

contingent/hourly matters, except in this case we have applied a reduced hourly rate for one

contract attorney.2 These rates (or materially similar rates) have been accepted by courts in other

complex class actions for purposes of “cross-checking” lodestar against a proposed fee based on

the percentage-of-fund method or determining a reasonable fee under the lodestar method.

Based on my knowledge and experience, these rates are also within the range of rates normally

and customarily charged in their respective cities by attorneys and paraprofessionals of similar

qualifications and experience in cases similar to this litigation, and have been approved in

connection with other class action settlements.

6. The total number of hours expended by Lieff Cabraser on this Action, from

investigation through April 22, 2019, is 15,661.1 hours. The total lodestar for the Firm is

$7,282,330.50, consisting of $6,709,614.00 for attorney time and $572,716.50 for professional

support staff time.

7. In my judgment, the number of hours expended and the services performed by the

attorneys and paraprofessionals at Lieff Cabraser were reasonable and expended for the benefit

of the Settlement Class in this Action.

2 On occasion and for a specific type of representation, the Firm may offer a discount on its regular hourly rates to longstanding clients in non-contingent cases. The majority of the Firm’s clients, however, do not typically pay an hourly rate and instead retain the Firm’s services on a contingent-fee basis.


EXHIBIT A


1043044.1

275 Battery Street, 29th Floor San Francisco, CA 94111-3339

Telephone: 415.956.1000 Facsimile: 415.956.1008

250 Hudson Street, 8th Floor New York, NY 10013-1413 Telephone: 212.355.9500 Facsimile: 212.355.9592

222 2nd Avenue South, Suite 1640

Nashville, TN 37201 Telephone: 615.313.9000 Facsimile: 615.313.9965

Email: [email protected]

Website: www.lieffcabraser.com FIRM PROFILE:

Lieff Cabraser Heimann & Bernstein, LLP, is a 90-plus attorney AV-rated law firm founded in 1972 with offices in San Francisco, New York, and Nashville. We have a diversified practice, successfully representing plaintiffs in the fields of personal injury and mass torts, securities and financial fraud, employment discrimination and unlawful employment practices, product defect, consumer protection, antitrust and intellectual property, environmental and toxic exposures, False Claims Act, digital privacy and data security, and human rights. Our clients include individuals, classes and groups of people, businesses, and public and private entities.

Lieff Cabraser has served as Court-appointed Plaintiffs’ Lead or Class Counsel in state and federal coordinated, multi-district, and complex litigation throughout the United States. With co-counsel, we have represented clients across the globe in cases filed in American courts. Lieff Cabraser is among the largest firms in the United States that only represent plaintiffs.

Described by The American Lawyer as “one of the nation’s premier plaintiffs’ firms,” Lieff Cabraser enjoys a national reputation for professional integrity and the successful prosecution of our clients’ claims. We possess sophisticated legal skills and the financial resources necessary for the handling of large, complex cases, and for litigating against some of the nation’s largest corporations. We take great pride in the leadership roles our firm plays in many of this country’s major cases, including those resulting in landmark decisions and precedent-setting rulings.


1043044.1 - 2 -

Lieff Cabraser has litigated and resolved thousands of individual lawsuits and hundreds of class and group actions, including some of the most important civil cases in the United States over the past four decades. We have assisted our clients in recovering over $118 billion in verdicts and settlements. Twenty-seven cases were resolved for over $1 billion; another 44 have resulted in verdicts or settlements at or in excess of $100 million.

The National Law Journal has recognized Lieff Cabraser as one of the nation’s top plaintiffs’ law firms for fourteen years, and we are a member of its Plaintiffs’ Hot List Hall of Fame, “representing the best qualities of the plaintiffs’ bar and demonstrating unusual dedication and creativity.” The National Law Journal separately recognized Lieff Cabraser as one of the 50 Leading Plaintiffs Firms in America.

In March 2019, Benchmark Litigation selected Lieff Cabraser as its “California Plaintiff Firm of the Year.” Also for 2019, Lieff Cabraser saw 20 lawyers named to the “Best Lawyers in America” listing, and we were 2018 finalists for Benchmark Litigation’s “Plaintiff Law Firm of the Year” and for the National Law Journal’s “Elite Trial Lawyers” in the fields of Mass Tort/Personal Injury, Environmental Protection, and Cybersecurity/Data Breach. We were named the Daily Journal’s “California Lawyers of the Year 2018” as well as having eight lawyers named to Benchmark Litigation’s “40 and Under Hot List 2018,” and 21 lawyers named to the 2018 Super Lawyers “Super Lawyer” and “Rising Star” lists.

U.S. News and Best Lawyers has selected Lieff Cabraser as a national “Law Firm of the Year” six times in the last eight years, in categories including Mass Torts Litigation/Class Actions – Plaintiffs and Employment Law – Individuals. In 2017, Lieff Cabraser’s Digital Privacy and Data Security practice group was named “Privacy Group of the Year” by Law360, and the firm's Consumer Protection practice group was named “Consumer Protection Group of the Year” by the publication as well.

In 2017, Law360 named Lieff Cabraser one of six “California Powerhouse” firms for litigation, the only plaintiffs’ firm so honored. In 2016, Benchmark Litigation named Lieff Cabraser to its “Top 10 Plaintiff Firms in America” list, The National Law Journal chose our firm as one of nine “Elite Trial Lawyers” nationwide, and Law360 selected Lieff Cabraser as one of the “Top 50 Law Firms Nationwide for Litigation.” The publication separately noted that our firm “persists as a formidable agency of change, producing world class legal work against some of the most powerful corporate players in the world today.” CASE PROFILES:

I. Personal Injury and Products Liability Litigation

A. Current Cases

1. Jane Doe et al. v. George Tyndall and the University of Southern California, Case No. 2:18-cv-05010 (C.D. Cal.). In June of 2018, Lieff Cabraser and co-counsel filed a class action lawsuit on behalf of women who were sexually abused, harassed, and molested by gynecologist George Tyndall, M.D., while they were students at University of Southern California (“USC”). As alleged in the complaint, despite the


1043044.1 - 3 -

fact that USC has publicly admitted that it received numerous complaints of Tyndall’s sexually abusive behavior, dating back to at least the year 2000, USC actively and deliberately concealed Tyndall’s sexual abuse for years, continuing to grant Tyndall unfettered sexual access to the female USC students in his care. USC hid the complaints despite the fact that many of the complaints came directly from its own employees and staff, including nurses and medical assistants who were physically present during the examinations as “chaperones,” and witnessed the sexual misconduct firsthand. Despite receiving years of serious complaints of significant misconduct about Tyndall, including sexual misconduct, USC failed to take any meaningful action to address the complaints until it was finally forced to do so in June 2016.

On February 12, 2019, University of Southern California (USC) students and alumni filed a class action settlement agreement resolving claims related to gynecologist George Tyndall, M.D. that will require USC to adopt and implement significant and permanent procedures for identification, prevention, and reporting of sexual and racial misconduct, as well as recognize all of Tyndall’s patients through a $215 million fund that gives every survivor a choice in how to participate. The settlement proposes a tiered structure for recovery that allows victims to choose the level of engagement they wish to have with the claims process and how they wish to communicate their stories. All women who USC’s records show saw Tyndall for a women’s health visit will automatically get a $2,500 check, and the further tiers are structured to allow victims to choose their level of engagement with the process – if they only want to submit claims in writing, they can choose that, which allows them a certain range of potential claim payments above the 2,500 floor; if they are willing and able to provide an interview, they can be eligible for a range up to the highest $250,000 amount. But at all levels, the settlement is designed to provide victims with a safe process within which to come forward, where they have control over how much they want to engage at their chosen level of comfort.

2. Southern California Fire Cases (California Thomas Wildfire & Mudslide Litigation), JCCP No. 4965 (Cal. Supr. Ct.). Lieff Cabraser partners Lexi J. Hazam and Robert J. Nelson serve as Co-Lead Counsel in consolidated individual and class action lawsuits against Southern California Edison over the role of the utility's equipment in starting the devastating Thomas Fire that ravaged Southern California in December 2017 and the resulting subsequent mudslides in Montecito that killed 21 people. The action seeks restitution for personal and business losses alleged to have occurred as a result of Southern California Edison's failure to properly and safely maintain its electrical infrastructure in Santa Barbara and Ventura Counties.


1043044.1 - 4 -

Thorough post-fire investigations through the spring of 2019 have determined that what became known as the Thomas Fire was a result of the merging of the Ventura County Koenigstein Fire (caused by the separation of an energized conductor near an insulator on an SCE-operated power pole, which then fell to the ground along with molten metal particles and ignited the dry vegetation below) and the Thomas Fire (caused by power lines owned by SCE coming into contact with each other during high winds). Both the Koenigstein Fire and the Thomas Fire started on the same electrical circuit; hours after they began, the Koenigstein Fire merged with the Thomas Fire and collectively became known as the Thomas Fire. The fire burned a total of 281,893 acres, destroying 1,063 structures and resulting in one civilian and one firefighter fatality.

3. 2017 California North Bay Fire Cases, JCCP No. 4955 (Cal. Supr. Ct.). Lieff Cabraser founding partner Elizabeth Cabraser and firm partner Lexi Hazam serve as Chairs of the Class Action Committee in the consolidated lawsuits against Pacific Gas & Electric relating to losses from the 2017 San Francisco Bay Wine Country Fires. Cabraser and Hazam also serve on the Individual Plaintiffs Executive Committee in the litigation. In November of 2017, Lieff Cabraser filed individual and class action lawsuits against PG&E for losses relating to the devastating October 2017 North Bay Fires. The lawsuit sought to hold PG&E accountable for damages to real and personal property, loss of income, and loss of business arising from the fires. In the wake of the devastating fires that burned throughout northern California in October of 2017, more than 50 separate lawsuits were filed in multiple courts seeking to hold PG&E liable.

In January 2018, the lawsuits were consolidated into a single action in San Francisco Superior Court. Cal Fire has determined that of the 21 major fires last fall in Northern California, at least 17 were caused by power lines, poles and other equipment owned by Pacific Gas and Electric Company. PG&E had attempted to coordinate the actions in five separate clusters, including in counties that to date have no pertinent cases, but the Court held that issues of commonality and efficiency mandated coordination on a single court in San Francisco.

PG&E made multiple demurrers to plaintiffs’ inverse condemnation claims, seeking the outright dismissal of plaintiff’s’ claims for damages against the utility unless PG&E was granted the right to pass any damages award on to its ratepaying customers. In May 2018, the Court issued an order overruling PG&E's demurrers. The Court disagreed with PG&E’s arguments on all counts, holding in favor of plaintiffs and directing PG&E to answer plaintiffs’ pending complaints. In June of 2018, PG&E announced that it expected to be held liable for damage from most if not


1043044.1 - 5 -

all of the deadly and widespread fires that coursed through the North San Francisco Bay Area in October of 2017, recording so far a $2.5 billion charge to cover losses. PG&E noted that the $2.5 billion charge represents the low end of its anticipated potential losses.

4. Camp Fire Cases, JCCP No. 4995 (Cal. Supr. Court). Lieff Cabraser represents the family of Ernest Francis “Ernie” Foss, beloved father and musician, who was killed in the November 2018 Camp Fire, the deadliest and most destructive wildfire in modern California history. The fire broke out in Northern California near Chico in early November 2018 and quickly grew to massive size, affecting over 140,000 acres and killing at least 80 people, destroying nearly 14,000 homes and nearly obliterating the town of Paradise, and causing the evacuation of over 50,000 area residents.

In addition, Lieff Cabraser represents plaintiffs in a class action lawsuit as well as hundreds of individual suits filed against PG&E for the devastating property damage, economic losses, and disruption to homes, businesses, and livelihoods caused by the Camp wildfire. The lawsuits allege the Camp Fire was started by unsafe electrical infrastructure owned, operated, and improperly maintained by PG&E. The plaintiffs further claim that despite PG&E’s knowledge that electrical infrastructure was aging, unsafe, and vulnerable to environmental conditions, PG&E failed to take action that could have prevented the deadliest and most destructive wildfire in California’s history.

5. In re PG&E Corporation, Case No. 19-30088 and In re Pacific Gas and Electric Company, Case No. 19-30089 (U.S. Bankruptcy Court, N.D. Cal. – San Francisco Division). In January of 2019, in the face of overwhelming liability from pending wildfire litigation, including the North Bay and Camp Fire JCCPs, PG&E Corporation and Pacific Gas and Electric Company filed voluntary petitions for relief under Chapter 11 of the federal Bankruptcy Code. As a result of the bankruptcy filing, the Camp Fire and North Bay Fires proceedings in state court have been stayed. In February 2019, Andrew R. Vara, the Acting United States Trustee for Region 3, appointed an official committee of tort claimants to represent the interests and act on behalf of all persons with tort claims against PG&E, including wildfire victims, in the bankruptcy proceedings. Lieff Cabraser represents Angela Foss Loo as a member of the Official Committee of Tort Claimants.

6. In re Toyota Motor Corp. Unintended Acceleration Marketing, Sales Practices, and Products Liability Litigation, MDL No. 2151 (C.D. Cal.). Lieff Cabraser serves as Co-Lead Counsel for the plaintiffs in the Toyota injury cases in federal court representing individuals injured, and families of loved ones who died, in Toyota unintended acceleration


1043044.1 - 6 -

accidents. The complaints charge that Toyota took no action despite years of complaints that its vehicles accelerated suddenly and could not be stopped by proper application of the brake pedal. The complaints further allege that Toyota breached its duty to manufacture and sell safe automobiles by failing to incorporate a brake override system and other readily available safeguards that could have prevented unintended acceleration.

In December 2013, Toyota announced its intention to begin to settle the cases. In 2014, Lieff Cabraser played a key role in turning Toyota’s intention into a reality through assisting in the creation of an innovative resolution process that has settled scores of cases in streamlined, individual conferences. The settlements are confidential. Before Toyota agreed to settle the litigation, plaintiffs’ counsel overcame significant hurdles in the challenging litigation. In addition to defeating Toyota’s motion to dismiss the litigation, Lieff Cabraser and co-counsel demonstrated that the highly-publicized government studies that denied unintended acceleration, or attributed it to mechanical flaws and driver error, were flawed and erroneous.

7. Individual General Motors Ignition Switch Defect Injury Lawsuits, MDL No. 2543 (S.D. N.Y.). Lieff Cabraser represents over 100 persons injured nationwide, and families of loved ones who died, in accidents involving GM vehicles sold with a defective ignition switch. Without warning, the defect can cause the car’s engine and electrical system to shut off, disabling the air bags. For over a decade GM was aware of this defect and failed to inform government safety regulators and public. The defect has been has been implicated in the deaths of over 300 people in crashes where the front air bags did not deploy. On August 15, 2014, U.S. District Court Judge Jesse M. Furman appointed Elizabeth J. Cabraser as Co-Lead Plaintiffs’ Counsel in the GM ignition switch litigation in federal court.

8. Retrievable Inferior Vena Cava Blood Filter Injuries, In re Bard IVC Filters Prods. Liab. Litig., MDL No. 2641 (D. Ariz.). Inferior Vena Cava blood filters or IVC filters are small, basket-like medical devices that are inserted into the inferior vena cava, the main blood vessel that returns blood from the lower half of the body to the heart. Tens of thousands of patients in the U.S. are implanted with IVC filters in order to provide temporary protection from pulmonary embolisms. However, these devices have resulted in multiple complications including device fracture, device migration, perforation of various organs, and an increased risk for venous thrombosis. Due to these complications, patients may have to undergo invasive device removal surgery or suffer heart attacks, hemorrhages, or other major injuries. We represent injured patients and their families in individual


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personal injury and wrongful death lawsuits against IVC filter manufacturers, and Lieff Cabraser attorney Wendy R. Fleishman serves on the Plaintiffs Executive Committee in the IVC Filter cases in the federal multidistrict litigation.

9. Injury and Death Lawsuits Involving Wrongful Driver Conduct and Defective Tires, Transmissions, Cars and/or Vehicle Parts (Seat Belts, Roof Crush, Defective seats, and Other Defects). Lieff Cabraser has an active practice prosecuting claims for clients injured, or the families of loved ones who have died, by wrongful driver conduct and by unsafe and defective vehicles, tires, restraint systems, seats, and other automotive equipment. The firm also represent clients in actions involving fatalities and serious injuries from tire and transmission failures as well as rollover accidents (and defective roofs, belts, seat back and other parts) as well as defective transmissions and/or shifter gates that cause vehicles to self-shift from park or false park into reverse. Our attorneys have received awards and recognition from California Lawyer magazine (Lawyer of the Year Award), the Consumer Attorneys of California, and the San Francisco Trial Lawyers Association for their dedication to their clients and outstanding success in vehicle injury cases.

10. In Re: Abilify (Aripiprazole) Products Liability Litigation, MDL No. 2734 (N.D. Fla.). We represent clients who have incurred crippling financial losses and pain and suffering from compulsive gambling caused by the drug Abilify. In May 2016 the FDA warned that Abilify can lead to damaging compulsive behaviors, including uncontrollable gambling. The gambling additions can be so severe that patients lose their homes, livelihoods, and marriages. The $6+ billion a year-earning drug was prescribed for nearly 9 million patients in 2014 alone. In December 2016, Lieff Cabraser partner Lexi Hazam was appointed by the court overseeing the nationwide Abilify gambling injuries MDL litigation to the Plaintiffs Executive Committee and Co-Chairs the Science and Expert Sub-Committee for the nationwide Abilify MDL litigation. Discovery in the case is ongoing.

11. In re Engle Cases, No. 3:09-cv-10000-J-32 JBT (M.D. Fl.). Lieff Cabraser represents Florida smokers, and the spouses and families of loved ones who died, in litigation against the tobacco companies for their 50-year conspiracy to conceal the hazards of smoking and the addictive nature of cigarettes.

On February 25th, 2015, a settlement was announced of more than 400 Florida smoker lawsuits against the major cigarette companies Philip Morris USA Inc., R.J. Reynolds Tobacco Company, and Lorillard Tobacco Company. As a part of the settlement, the companies will collectively pay


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$100 million to injured smokers or their families. This was the first settlement ever by the cigarette companies of smoker cases on a group basis.

Lieff Cabraser attorneys tried over 20 cases in Florida federal court against the tobacco industry on behalf of individual smokers or their estates, and with co-counsel obtained over $105 million in judgments for our clients. Two of the jury verdicts Lieff Cabraser attorneys obtained in the litigation were ranked by The National Law Journal as among the Top 100 Verdicts of 2014.

12. In re Takata Airbag Litigation, MDL No. 2599 (S.D. Fl.). Lieff Cabraser serves on the Plaintiffs’ Steering Committee in the national litigation against Takata Corporation. Nearly 34 million vehicles, mostly manufactured prior to 2009, have been recalled worldwide due to defective and dangerous airbags manufactured by Japanese-based Takata Corporation. This is the largest automotive recall in U.S. history. At least 20 deaths and more than 130 injuries have been linked to the airbag defect.

The recalled Takata airbags contain a propellant that may cause the airbag to explode upon impact in an accident, shooting metal casing debris towards drivers and passengers. The complaints charge that the company knew of defects in its airbags a decade ago, after conducting secret tests of the products that showed dangerous flaws. Rather than alert federal safety regulators to these risks, Takata allegedly ordered its engineers to delete the test data.

In November 2017, the U.S. District Court in Florida granted final approval to an aggregate settlement of $741 with Toyota, BMW, Subaru and Mazda over claims relating to vehicles containing dangerous and defective Takata airbags, linked to more than 100 injuries and 17 deaths worldwide.

13. Stryker Metal Hip Implant Litigation, MDL No. 2441 (D. Minn.). Lieff Cabraser represents over 60 hip replacement patients nationwide who received the recalled Stryker Rejuvenate and ABG II modular hip implant systems. Wendy Fleishman serves on the Plaintiffs’ Lead Counsel Committee of the multidistrict litigation cases. These patients have suffered tissue damage and have high metal particle levels in their blood stream. For many patients, the Stryker hip implant failed necessitating painful revision surgery to extract and replace the artificial hip.

On November 3, 2014, a settlement was announced in the litigation against Stryker Corporation for the recall of its Rejuvenate and ABG II artificial hip implants. Under the settlement, Stryker will provide a base payment of $300,000 to patients that received the Rejuvenate or ABG II


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hip systems and underwent revision surgery by November 3, 2014, to remove and replace the devices. Stryker’s liability is not capped. It is expected that the total amount of payments under the settlement will far exceed $1 billion dollars. Payments under the settlement program are projected for disbursement at the end of 2015.

14. DePuy Metal Hip Implants Litigation, MDL No. 2244 (N.D. Tex.). Lieff Cabraser represents nearly 200 patients nationwide who received the ASR XL Acetabular and ASR Hip Resurfacing systems manufactured by DePuy Orthopedics, a unit of Johnson & Johnson. In 2010, DePuy Orthopedics announced the recall of its all-metal ASR hip implants, which were implanted in approximately 40,000 U.S. patients from 2006 through August 2010. The complaints allege that DePuy Orthopedics was aware its ASR hip implants were failing at a high rate, yet continued to manufacture and sell the device. In January 2011, in In re DePuy Orthopaedics, Inc. ASR Hip Implant Products, MDL No. 2197, the Court overseeing all DePuy recall lawsuits in federal court appointed Lieff Cabraser attorney Wendy R. Fleishman to the Plaintiffs’ Steering Committee for the organization and coordination of the litigation. In July 2011, in the coordinated proceedings in California state court, the Court appointed Lieff Cabraser attorney Robert J. Nelson to serve on the Plaintiffs’ Steering Committee.

In 2013, Johnson & Johnson announced its agreement to pay at least $2.5 billion to resolve thousands of defective DePuy ASR hip implant lawsuits. Under the settlement, J&J offers to pay a base award of $250,000 to U.S. citizens and residents who are more than 180 days from their hip replacement surgery, and prior to August 31, 2013, had to undergo revision surgery to remove and replace their faulty DePuy hip ASR XL or ASR resurfacing hip. The $250,000 base award payment will be adjusted upward or downward depending on medical factors specific to each patient. Lieff Cabraser also represents nearly 100 patients whose DePuy Pinnacle artificial hips containing a metal insert called the Ultamet metal liner have prematurely failed.

15. Mirena Litigation. A widely-used, plastic intrauterine device (IUD) that releases a hormone into the uterus to prevent pregnancy, Mirena is manufactured by Bayer Healthcare Pharmaceuticals. Lieff Cabraser represents patients who have suffered serious injuries linked to the IUD. These injuries include uterine perforation (the IUD tears through the cervix or the wall of the uterus), ectopic pregnancy (when the embryo implants outside the uterine cavity), pelvic infections and pelvic inflammatory disease, and thrombosis (blood clots).

16. Birth Defects Litigation. Lieff Cabraser represents children and their parents who have suffered birth defects as a result of problematic


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pregnancies and improper medical care, improper prenatal genetic screening, ingestion by the mother of prescription drugs during pregnancy which had devastating effects on their babies. These birth defects range from heart defects, physical malformations, and severe brain damage associated with complex emotional and developmental delays. Taking of antidepressants during pregnancy has been linked to multiple types of birth defects, neonatal abstinence syndrome from experiencing withdrawal of the drug, and persistent pulmonary hypertension of the newborn (PPHN).

17. Vaginal Surgical Mesh Litigation. Lieff Cabraser represents more than 300 women nationwide who have been seriously injured as a result of polypropylene vaginal surgical mesh implantation as a treatment for pelvic organ prolapse or stress urinary incontinence. Manufactured by Johnson & Johnson, Boston Scientific, AMS, Bard, Caldera, Coloplast, and others, these products have been linked to serious side effects including erosion into the vaginal wall or other organs, infection, internal organ damage, and urinary problems. As of early 2016, the firm is in all phases of litigation and settlement on these cases.

18. Xarelto Litigation. Lieff Cabraser represents patients prescribed Xarelto sold in the U.S. by Janssen Pharmaceuticals, a subsidiary of Johnson & Johnson. The complaints charge that Xarelto, approved to prevent blood clots, is a dangerous and defective drug because it triggers in certain patients uncontrolled bleeding and other life-threatening complications. Unlike Coumadin, an anti-clotting drug approved over 50 years ago, the concentration of Xarelto in a patient’s blood cannot be reversed in the case of overdose or other serious complications. If a Xarelto patient has an emergency bleeding event -- such as from a severe injury or major brain or GI tract bleeding -- the results can be fatal.

19. Benicar Litigation, MDL No. 2606 (D. N.J.). Lieff Cabraser represents patients prescribed the high blood pressure medication Benicar who have experienced chronic diarrhea with substantial weight loss, severe gastrointestinal problems, and the life-threatening conditions of sprue-like enteropathy and villous atrophy in litigation against Japan-based Daiichi Sankyo, Benicar’s manufacturer, and Forest Laboratories, which marketed Benicar in the U.S.

The complaints allege that Benicar was insufficiently tested and not accompanied by adequate instructions and warnings to apprise consumers of the full risks and side effects associated with its use. Lieff Cabraser attorney Lexi J. Hazam serves on the Plaintiffs’ Steering Committee for the nationwide Benicar MDL litigation and was appointed Co-Chair of the Benicar MDL Plaintiffs’ Science and Experts Committee. Plaintiffs recently filed motions to compel defense to produce additional


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discovery. The judge ruled with plaintiffs in the fall of 2015. In August 2017, a settlement with Daiichi Sankyo Inc. and Forest Laboratories Inc. valued at $300 million covering approximately 2,300 Benicar injury cases in both state and federal courts was announced.

20. Risperdal Litigation. In 2013, Johnson & Johnson and its subsidiary Janssen Pharmaceuticals, the manufacture of the antipsychotic prescription drugs Risperdal and Invega, entered into a $2.2 billion settlement with the U.S. Department of Justice for over promoting the drugs. The government alleged that J&J and Janssen knew Risperdal triggered the production of prolactin, a hormone that stimulates breast development (gynecomastia) and milk production.

Lieff Cabraser represents parents whose sons developed abnormally large breasts while prescribed Risperdal and Invega in lawsuits charging that Risperdal is a defective and dangerous prescription drug and seeking monetary damages for the mental anguish and physical injuries the young men suffered. As of 2017, our firm is still filing new Risperdal cases in federal court in the Central District of California.

21. Power Morcellators Litigation, MDL No. 2652 (D. Kan.). Lieff Cabraser represents women who underwent a hysterectomy (the removal of the uterus) or myomectomy (the removal of uterine fibroids) in which a laparoscopic power morcellator was used. In November 2014, the FDA warned surgeons that they should avoid the use of laparoscopic power morcellators for removing uterine tissue in the vast majority of cases due to the risk of the devices spreading unsuspected cancer. Based on current data, the FDA estimates that 1 in 350 women undergoing hysterectomy or myomectomy for the treatment of fibroids have an unsuspected uterine sarcoma, a type of uterine cancer that includes leiomyosarcoma.

22. In re New England Compounding Pharmacy Inc. Products Liability Litigation, MDL No. 2419 (D. Mass.). Lieff Cabraser represents patients injured or killed by a nationwide fungal meningitis outbreak in 2012. More than 14,000 patients across the U.S. were injected with a contaminated medication that caused the outbreak. The New England Compounding Center (“NECC”) in Framingham, Massachusetts, manufactured and sold the drug – an epidural steroid treatment designed to relieve back pain. The contaminated steroid was sold to patients at a number of pain clinics. Nearly 800 patients developed fungal meningitis, and more than 70 patients died.

Lieff Cabraser is a member of the Plaintiffs’ Steering Committee in the multi-district litigation, and our attorneys act as federal-state liaison counsel. In May 2015, the U.S. Bankruptcy Court approved a $200 million partial settlement for victims of the outbreak. Bellwether trials against


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remaining defendants commenced in 2016. Lieff Cabraser is expected to play a lead role in the bellwether trials.

B. Successes

1. Multi-State Tobacco Litigation. Lieff Cabraser represented the Attorneys General of Massachusetts, Louisiana and Illinois, several additional states, and 21 cities and counties in California, in litigation against Philip Morris, R.J. Reynolds and other cigarette manufacturers. The suits were part of the landmark $206 billion settlement announced in November 1998 between the tobacco industry and the states’ attorneys general. The states, cities and counties sought both to recover the public costs of treating smoking-related diseases and require the tobacco industry to undertake extensive modifications of its marketing and promotion activities in order to reduce teenage smoking. In California alone, Lieff Cabraser’s clients were awarded an estimated $12.5 billion to be paid through 2025.

2. In re Vioxx Products Liability Litigation, MDL No. 1657 (E.D. La.). Lieff Cabraser represented patients who suffered heart attacks or strokes, and the families of loved ones who died, after having been prescribed the arthritis and pain medication Vioxx. In individual personal injury lawsuits against Merck, the manufacturer of Vioxx, our clients allege that Merck falsely promoted the safety of Vioxx and failed to disclose the full range of the drug’s dangerous side effects. In April 2005, in the federal multidistrict litigation, the Court appointed Elizabeth J. Cabraser to the Plaintiffs’ Steering Committee, which has the responsibility of conducting all pretrial discovery of Vioxx cases in federal court and pursuing all settlement options with Merck. In August 2006, Lieff Cabraser was co-counsel in Barnett v. Merck, which was tried in the federal court in New Orleans. Lieff Cabraser attorneys Don Arbitblit and Jennifer Gross participated in the trial, working closely with attorneys Mark Robinson and Andy Birchfield. The jury reached a verdict in favor of Mr. Barnett, finding that Vioxx caused his heart attack, and that Merck’s conduct justified an award of punitive damages. In November 2007, Merck announced it had entered into an agreement with the executive committee of the Plaintiffs’ Steering Committee as well as representatives of plaintiffs’ counsel in state coordinated proceedings. Merck paid $4.85 billion into a settlement fund for qualifying claims.

3. In re Silicone Gel Breast Implants Products Liability Litigation, MDL No. 926 (N.D. Ala.). Lieff Cabraser served on the Plaintiffs’ Steering Committee and was one of five members of the negotiating committee which achieved a $4.25 billion global settlement with certain defendants of the action. This was renegotiated in 1995, and is referred to as the Revised Settlement Program (“RSP”). Over 100,000


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recipients have received initial payments, reimbursement for the explanation expenses and/or long term benefits.

4. Fen-Phen (“Diet Drugs”) Litigation. Since the recall was announced in 1997, Lieff Cabraser has represented individuals who suffered injuries from the “Fen-Phen” diet drugs fenfluramine (sold as Pondimin) and/or dexfenfluramine (sold as Redux). The firm served as counsel for the plaintiff who filed the first nationwide class action lawsuit against the diet drug manufacturers alleging that they had failed to adequately warn physicians and consumers of the risks associated with the drugs. In In re Diet Drugs (Phentermine / Fenfluramine / Dexfenfluramine) Products Liability Litigation, MDL No. 1203 (E.D. Pa.), the Court appointed Elizabeth J. Cabraser to the Plaintiffs’ Management Committee which organized and directed the Fen-Phen diet drugs litigation in federal court. In August 2000, the Court approved a $4.75 billion settlement offering both medical monitoring relief for persons exposed to the drug and compensation for persons with qualifying damage. Lieff Cabraser represented over 2,000 persons that suffered valvular heart disease, pulmonary hypertension or other problems (such as needing echocardiogram screening for damage) due to and/or following exposure to Fen-Phen and obtained more than $350 million in total for clients in individual cases and/or claims. The firm continues to represent persons who suffered valvular heart disease due to Fen-Phen and received compensation under the Diet Drugs Settlement who now require heart value surgery. These persons may be eligible to submit a new claim and receive additional compensation under the settlement.

5. In re Actos (Pioglitazone) Products Liability Litigation, MDL No. 2299 (W.D. La.). Lieff Cabraser represents 90 diabetes patients who developed bladder cancer after exposure to the prescription drug pioglitazone, sold as Actos by Japan-based Takeda Pharmaceutical Company and its American marketing partner, Eli Lilly.

Lieff Cabraser is a member of the Plaintiffs’ Steering Committee in the Actos MDL. In 2014, Lieff Cabraser served on the trial team in the case of Allen v. Takeda, working closely with lead trial counsel in federal court in Louisiana. The jury awarded $9 billion in punitive damages, finding that Takeda and Lilly failed to adequately warn about the bladder cancer risks of Actos and had acted with wanton and reckless disregard for patient safety. The trial judge reduced the punitive damage award but upheld the jury’s findings of misconduct, and ruled that a multiplier of 25 to 1 for punitive damages was justified.

In April 2015, Takeda agreed to settle all bladder cancer claims brought by Type 2 diabetes patients who took Actos prior to December 1, 2011 and


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who were diagnosed with bladder cancer on or before April 28, 2015 and were represented by counsel by May 1, 2015. The settlement amount is $2.4 billion. Average payments of about $250,000 per person will be increased for more severe injuries.

6. Yaz and Yasmin Litigation. Lieff Cabraser represented women prescribed Yasmin and Yaz oral contraceptives who suffered blood clots, deep vein thrombosis, strokes, and heart attacks, as well as the families of loved ones who died suddenly while taking these medications. The complaints alleged that Bayer, the manufacturer of Yaz and Yasmin, failed to adequately warn patients and physicians of the increased risk of serious adverse effects from Yasmin and Yaz. The complaints also charged that these oral contraceptives posed a greater risk of serious side effects than other widely available birth control drugs. To date, Bayer has announced settlements of 7,660 claims – totaling $1.6 billion – in the Yaz birth control lawsuits.

7. Sulzer Hip and Knee Prosthesis Liability Litigation. In December 2000, Sulzer Orthopedics, Inc., announced the recall of approximately 30,000 units of its Inter-Op Acetabular Shell Hip Implant, followed in May 2001 with a notification of failures of its Natural Knee II Tibial Baseplate Knee Implant. In coordinated litigation in California state court, In re Hip Replacement Cases, JCCP 4165, Lieff Cabraser served as Court-appointed Plaintiffs’ Liaison Counsel and Co-Lead Counsel. In the federal litigation, In re Sulzer Hip Prosthesis and Knee Prosthesis Liability Litigation, MDL No. 1410, Lieff Cabraser played a significant role in negotiating a revised global settlement of the litigation valued at more than $1 billion. The revised settlement, approved by the Court in May 2002, provided patients with defective implants almost twice the cash payment as under an initial settlement. On behalf of our clients, Lieff Cabraser objected to the initial settlement.

8. In re Bextra/Celebrex Marketing Sales Practices and Products Liability Litigation, MDL No. 1699 (N.D. Cal.). Lieff Cabraser served as Plaintiffs’ Liaison Counsel and Elizabeth J. Cabraser chaired the Plaintiffs’ Steering Committee (PSC) charged with overseeing all personal injury and consumer litigation in federal courts nationwide arising out of the sale and marketing of the COX-2 inhibitors Bextra and Celebrex, manufactured by Pfizer, Inc. and its predecessor companies Pharmacia Corporation and G.D. Searle, Inc.

Under the global resolution of the multidistrict tort and consumer litigation announced in October 2008, Pfizer paid over $800 million to claimants, including over $750 million to resolve death and injury claims.

In a report adopted by the Court on common benefit work performed by the PSC, the Special Master stated:


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[L]eading counsel from both sides, and the attorneys from the PSC who actively participated in this litigation, demonstrated the utmost skill and professionalism in dealing with numerous complex legal and factual issues. The briefing presented to the Special Master, and also to the Court, and the development of evidence by both sides was exemplary. The Special Master particularly wishes to recognize that leading counsel for both sides worked extremely hard to minimize disputes, and when they arose, to make sure that they were raised with a minimum of rancor and a maximum of candor before the Special Master and Court.

9. In re Guidant Implantable Defibrillators Products Liability Litigation, MDL No. 1708 (D. Minn.). Lieff Cabraser served as Plaintiffs’ Co-Lead Counsel in litigation in federal court arising out of the recall of Guidant cardiac defibrillators implanted in patients because of potential malfunctions in the devices. At the time of the recall, Guidant admitted it was aware of 43 reports of device failures, and two patient deaths. Guidant subsequently acknowledged that the actual rate of failure may be higher than the reported rate and that the number of associated deaths may be underreported since implantable cardio-defibrillators are not routinely evaluated after death. In January 2008, the parties reached a global settlement of the action. Guidant’s settlements of defibrillator-related claims will total $240 million.

10. In re Copley Pharmaceutical, Inc., “Albuterol” Products Liability Litigation, MDL No. 1013 (D. Wyo.). Lieff Cabraser served on the Plaintiffs’ Steering Committee in a class action lawsuit against Copley Pharmaceutical, which manufactured Albuterol, a bronchodilator prescription pharmaceutical. Albuterol was the subject of a nationwide recall in January 1994 after a microorganism was found to have contaminated the solution, allegedly causing numerous injuries including bronchial infections, pneumonia, respiratory distress and, in some cases, death. In October 1994, the District Court certified a nationwide class on liability issues. In re Copley Pharmaceutical, 161 F.R.D. 456 (D. Wyo. 1995). In November 1995, the District Court approved a $150 million settlement of the litigation.

11. In re Telectronics Pacing Systems Inc., Accufix Atrial “J” Leads Products Liability Litigation, MDL No. 1057 (S.D. Ohio). Lieff Cabraser served on the Court-appointed Plaintiffs’ Steering Committee in a nationwide products liability action alleging that defendants placed into the stream of commerce defective pacemaker leads. In April 1997, the District Court re-certified a nationwide class of “J” Lead implantees with subclasses for the claims of medical monitoring,


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negligence and strict product liability. A summary jury trial, utilizing jury instructions and interrogatories designed by Lieff Cabraser, occurred in February 1998. A partial settlement was approved thereafter by the District Court but reversed by the Court of Appeals. In March 2001, the District Court approved a renewed settlement that included a $58 million fund to satisfy all past, present and future claims by patients for their medical care, injuries, or damages arising from the lead.

12. Mraz v. DaimlerChrysler, No. BC 332487 (Cal. Supr. Ct.). In March 2007, the jury returned a $54.4 million verdict, including $50 million in punitive damages, against DaimlerChrysler for intentionally failing to cure a known defect in millions of its vehicles that led to the death of Richard Mraz, a young father. Mr. Mraz suffered fatal head injuries when the 1992 Dodge Dakota pickup truck he had been driving at his work site ran him over after he exited the vehicle believing it was in park. The jury found that a defect in the Dodge Dakota’s automatic transmission, called a park-to-reverse defect, played a substantial factor in Mr. Mraz’s death and that DaimlerChrysler was negligent in the design of the vehicle for failing to warn of the defect and then for failing to adequately recall or retrofit the vehicle.

For their outstanding service to their clients in Mraz and advancing the rights of all persons injured by defective products, Lieff Cabraser partner Robert J. Nelson, the lead trial counsel, received the 2008 California Lawyer of the Year (CLAY) Award in the field of personal injury law, and was also selected as finalists for Attorney of the Year by the Consumer Attorneys of California and the San Francisco Trial Lawyers Association.

In March 2008, a Louisiana-state jury found DaimlerChrysler liable for the death of infant Collin Guillot and injuries to his parents Juli and August Guillot and their then 3-year-old daughter, Madison. The jury returned a unanimous verdict of $5,080,000 in compensatory damages. The jury found that a defect in the Jeep Grand Cherokee’s transmission, called a park-to-reverse defect, played a substantial factor in Collin Guillot’s death and the severe injuries suffered by Mr. and Mrs. Guillot and their daughter. Lieff Cabraser served as co-counsel in the trial.

13. Craft v. Vanderbilt University, Civ. No. 3-94-0090 (M.D. Tenn.). Lieff Cabraser served as Lead Counsel of a certified class of over 800 pregnant women and their children who were intentionally fed radioactive iron isotopes without consent while receiving prenatal care at the Vanderbilt University hospital as part of a study on iron absorption during pregnancy. The women were not informed of the nature and risks of the study. Instead, they were told that the solution they were fed was a “vitamin cocktail.” In the 1960’s, Vanderbilt conducted a follow-up study to determine the health effects of the plaintiffs’ prior radiation exposure.


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Throughout the follow-up study, Vanderbilt concealed from plaintiffs the fact that they had been involuntarily exposed to radiation, and that the purpose of the follow-up study was to determine whether there had been an increased rate of childhood cancers among those exposed in utero. Vanderbilt also did not inform plaintiffs of the results of the follow-up study, which revealed a disproportionately high incidence of cancers among the children born to the women fed the radioactive iron.

The facts surrounding the administration of radioactive iron to the pregnant women and their children in utero only came to light as a result of U.S. Energy Secretary Hazel O’Leary’s 1993 disclosures of government-sponsored human radiation experimentation during the Cold War. Defendants’ attempts to dismiss the claims and decertify the class were unsuccessful. 18 F. Supp.2d 786 (M.D. Tenn. 1998). The case was settled in July 1998 for a total of $10.3 million and a formal apology from Vanderbilt.

14. Simply Thick Litigation. Lieff Cabraser represented parents whose infants died or suffered gave injuries linked to Simply Thick, a thickening agent for adults that was promoted to parents, caregivers, and health professional for use by infants to assist with swallowing. The individual lawsuits alleged that Simply Thick when fed to infants caused necrotizing enterocolitis (NEC), a life-threatening condition characterized by the inflammation and death of intestinal tissue. In 2014, the litigation was resolved on confidential terms.

15. Medtronic Infuse Litigation. Lieff Cabraser represented patients who suffered serious injuries from the off-label use of the Infuse bone graft, manufactured by Medtronic Inc. The FDA approved Infuse for only one type of spine surgery, the anterior lumbar fusion. Many patients, however, received an off-label use of Infuse and were never informed of the off-label nature of the surgery. Serious complications associated with Infuse included uncontrolled bone growth and chronic pain from nerve injuries. In 2014, the litigation was settled on confidential terms.

16. Wright Medical Hip Litigation. The Profemur-Z system manufactured by Wright Medical Technology consisted of three separate components: a femoral head, a modular neck, and a femoral stem. Prior to 2009, Profemur-Z hip system included a titanium modular neck adapter and stem which was implanted in 10,000 patients. Lieff Cabraser represented patients whose Profemur-Z hip implant fractured, requiring a revision surgery. In 2013 and 2014, the litigation was resolved on confidential terms.

17. In re Zimmer Durom Cup Product Liability Litigation, MDL No. 2158 (D. N.J.). Lieff Cabraser served as Co-Liaison Counsel for patients nationwide injured by the defective Durom Cup manufactured by Zimmer


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Holdings. First sold in the U.S. in 2006, Zimmer marketed its ‘metal-on-metal’ Durom Cup implant as providing a greater range of motion and less wear than traditional hip replacement components. In July 2008, Zimmer announced the suspension of Durom sales. The complaints charged that the Durom cup was defective and led to the premature failure of the implant. In 2011 and 2012, the patients represented by Lieff Cabraser settled their cases with Zimmer on favorable, confidential terms.

18. Luisi v. Medtronic, No. 07 CV 4250 (D. Minn.). Lieff Cabraser represented over seven hundred heart patients nationwide who were implanted with recalled Sprint Fidelis defibrillator leads manufactured by Medtronic Inc. Plaintiffs charge that Medtronic has misrepresented the safety of the Sprint Fidelis leads and a defect in the device triggered their receiving massive, unnecessary electrical shocks. A settlement of the litigation was announced in October 2010.

19. Blood Factor VIII And Factor IX Litigation, MDL No. 986 (D. Il.) Working with counsel in Asia, Europe, Central and South America and the Middle East, Lieff Cabraser represented over 1,500 hemophiliacs worldwide, or their survivors and estates, who contracted HIV and/or Hepatitis C (HCV), and Americans with hemophilia who contracted HCV, from contaminated and defective blood factor products produced by American pharmaceutical companies. In 2004, Lieff Cabraser was appointed Plaintiffs’ Lead Counsel of the “second generation” Blood Factor MDL litigation presided over by Judge Grady in the Northern District of Illinois. The case was resolved through a global settlement signed in 2009.

20. In Re Yamaha Motor Corp. Rhino ATV Products Liability Litigation, MDL No. 2016 (W.D. Ky.) Lieff Cabraser served as Plaintiffs’ Lead Counsel in the litigation in federal court and Co-Lead Counsel in coordinated California state court litigation arising out of serious injuries and deaths in rollover accidents involving the Yamaha Rhino. The complaints charged that the Yamaha Rhino contained numerous design flaws, including the failure to equip the vehicles with side doors, which resulted in repeated broken or crushed legs, ankles or feet for riders. Plaintiffs alleged also that the Yamaha Rhino was unstable due to a narrow track width and high center of gravity leading to rollover accidents that killed and/or injured scores of persons across the nation.

On behalf of victims and families of victims and along with the Center for Auto Safety, and the San Francisco Trauma Foundation, Lieff Cabraser advocated for numerous safety changes to the Rhino in reports submitted to the U.S. Consumer Product Safety Commission (CPSC). On March 31, 2009, the CPSC, in cooperation with Yamaha Motor Corp. U.S.A., announced a free repair program for all Rhino 450, 660, and 700 models


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to improve safety, including the addition of spacers and removal of a rear only anti-sway bar.

21. Advanced Medical Optics Complete MoisturePlus Litigation. Lieff Cabraser represented consumers nationwide in personal injury lawsuits filed against Advanced Medical Optics arising out of the May 2007 recall of AMO’s Complete MoisturePlus Multi-Purpose Contact Lens Solution. The product was recalled due to reports of a link between a rare, but serious eye infection, Acanthamoeba keratitis, caused by a parasite and use of AMO’s contact lens solution. Though AMO promoted Complete MoisturePlus Multi-Purpose as “effective against the introduction of common ocular microorganisms,” the complaints charged that AMO’s lens solution was ineffective and vastly inferior to other multipurpose solutions on the market. In many cases, patients were forced to undergo painful corneal transplant surgery to save their vision and some have lost all or part of their vision permanently. The patients represented by Lieff Cabraser resolved their cases with AMO on favorable, confidential terms.

22. Gol Airlines Flight 1907 Amazon Crash. Lieff Cabraser served as Plaintiffs’ Liaison Counsel and represents over twenty families whose loved ones died in the Gol Airlines Flight 1907 crash. On September 29, 2006, a brand-new Boeing 737-800 operated by Brazilian air carrier Gol plunged into the Amazon jungle after colliding with a smaller plane owned by the American company ExcelAire Service, Inc. None of the 149 passengers and six crew members on board the Gol flight survived the accident.

The complaint charged that the pilots of the ExcelAire jet were flying at an incorrect altitude at the time of the collision, failed to operate the jet's transponder and radio equipment properly, and failed to maintain communication with Brazilian air traffic control in violation of international civil aviation standards. If the pilots of the ExcelAire aircraft had followed these standards, the complaint charged that the collision would not have occurred.

At the time of the collision, the ExcelAire aircraft’s transponder, manufactured by Honeywell, was not functioning. A transponder transmits a plane’s altitude and operates its automatic anti-collision system. The complaint charged that Honeywell shares responsibility for the tragedy because it defectively designed the transponder on the ExcelAire jet, and failed to warn of dangers resulting from foreseeable uses of the transponder. The cases settled after they were sent to Brazil for prosecution.

23. Comair CRJ-100 Commuter Flight Crash in Lexington, Kentucky. A Bombardier CRJ-100 commuter plane operated by


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Comair, Inc., a subsidiary of Delta Air Lines, crashed on August 27, 2006 shortly after takeoff at Blue Grass Airport in Lexington, Kentucky, killing 47 passengers and two crew members. The aircraft attempted to take off from the wrong runway. The families represented by Lieff Cabraser obtained substantial economic recoveries in a settlement of the case.

24. In re ReNu With MoistureLoc Contact Lens Solution Products Liability Litigation, MDL No. 1785 (D. S.C.). Lieff Cabraser served on the Plaintiffs’ Executive Committee in federal court litigation arising out of Bausch & Lomb’s 2006 recall of its ReNu with MoistureLoc contact lens solution. Consumers who developed Fusarium keratitis, a rare and dangerous fungal eye infection, as well as other serious eye infections, alleged the lens solution was defective. Some consumers were forced to undergo painful corneal transplant surgery to save their vision; others lost all or part of their vision permanently. The litigation was resolved under favorable, confidential settlements with Bausch & Lomb.

25. Helios Airways Flight 522 Athens, Greece Crash. On August 14, 2005, a Boeing 737 operating as Helios Airways flight 522 crashed north of Athens, Greece, resulting in the deaths of all passengers and crew. The aircraft was heading from Larnaca, Cyprus to Athens International Airport when ground controllers lost contact with the pilots, who had radioed in to report problems with the air conditioning system. Press reports about the official investigation indicate that a single switch for the pressurization system on the plane was not properly set by the pilots, and eventually both were rendered unconscious, along with most of the passengers and cabin crew.

Lieff Cabraser represented the families of several victims, and filed complaints alleging that a series of design defects in the Boeing 737-300 contributed to the pilots’ failure to understand the nature of the problems they were facing. Foremost among those defects was a confusing pressurization warning “horn” which uses the same sound that alerts pilots to improper takeoff and landing configurations. The families represented by Lieff Cabraser obtained substantial economic recoveries in a settlement of the case.

26. Legend Single Engine “Turbine Legend” Kit Plane Crash. On November 19, 2005, a single engine “Turbine Legend” kit plane operated by its owner crashed shortly after takeoff from a private airstrip in Tucson, Arizona, killing both the owner/pilot and a passenger. Witnesses report that the aircraft left the narrow runway during the takeoff roll and although the pilot managed to get the plane airborne, it rolled to the left and crashed.

Lieff Cabraser investigated the liability of the pilot and others, including the manufacturer of the kit and the operator of the airport from which the


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plane took off. The runway was 16 feet narrower than the minimum width recommended by the Federal Aviation Administration. Lieff Cabraser represented the widow of the passenger, and the case was settled on favorable, confidential terms.

27. Manhattan Tourist Helicopter Crash. On June 14, 2005, a Bell 206 helicopter operated by Helicopter Flight Services, Inc. fell into the East River shortly after taking off for a tourist flight over New York City. The pilot and six passengers were immersed upside-down in the water as the helicopter overturned. Lieff Cabraser represented a passenger on the helicopter and the case was settled on favorable, confidential terms.

28. U.S. Army Blackhawk Helicopter Tower Collision. Lieff Cabraser represented the family of a pilot who died in the November 29, 2004 crash of a U.S. Army Black Hawk Helicopter. The Black Hawk was flying during the early morning hours at an altitude of approximately 500 feet when it hit cables supporting a 1,700 foot-tall television tower, and subsequently crashed 30 miles south of Waco, Texas, killing both pilots and five passengers, all in active Army service. The tower warning lights required by government regulations were inoperative. The case was resolved through a successful, confidential settlement.

29. Air Algerie Boeing 737 Crash. Together with French co-counsel, Lieff Cabraser represented the families of several passengers who died in the March 6, 2003 crash of a Boeing 737 airplane operated by Air Algerie. The aircraft crashed soon after takeoff from the Algerian city of Tamanrasset, after one of the engines failed. All but one of the 97 passengers were killed, along with six crew members. The families represented by Lieff Cabraser obtained economic recoveries in a settlement of the case.

30. In re Baycol Products Litigation, MDL No. 1431 (D. Minn.). Baycol was one of a group of drugs called statins, intended to reduce cholesterol. In August 2001, Bayer A.G. and Bayer Corporation, the manufacturers of Baycol, withdrew the drug from the worldwide market based upon reports that Baycol was associated with serious side effects and linked to the deaths of over 100 patients worldwide. In the federal multidistrict litigation, Lieff Cabraser served as a member of the Plaintiffs’ Steering Committee (PSC) and the Executive Committee of the PSC. In addition, Lieff Cabraser represented approximately 200 Baycol patients who suffered injuries or family members of patients who died allegedly as a result of ingesting Baycol. In these cases, our clients reached confidential favorable settlements with Bayer.

31. United Airlines Boeing 747 Disaster. Lieff Cabraser served as Plaintiffs’ Liaison Counsel on behalf of the passengers and families of passengers injured and killed in the United Airlines Boeing 747 cargo door catastrophe near Honolulu, Hawaii on February 24, 1989. Lieff


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Cabraser organized the litigation of the case, which included claims brought against United Airlines and The Boeing Company.

Among other work, Lieff Cabraser developed a statistical system for settling the passengers' and families’ damages claims with certain defendants, and coordinated the prosecution of successful individual damages trials for wrongful death against the non-settling defendants.

32. Aeroflot-Russian International Airlines Airbus Disaster. Lieff Cabraser represented the families of passengers who were on Aeroflot-Russian International Airlines Flight SU593 that crashed in Siberia on March 23, 1994. The plane was en route from Moscow to Hong Kong. All passengers on board died.

According to a transcript of the cockpit voice recorder, the pilot’s two children entered the cockpit during the flight and took turns flying the plane. The autopilot apparently was inadvertently turned off during this time, and the pilot was unable to remove his son from the captain’s seat in time to avert the plane’s fatal dive.

Lieff Cabraser, alongside French co-counsel, filed suit in France, where Airbus, the plane’s manufacturer, was headquartered. The families Lieff Cabraser represented obtained substantial economic recoveries in settlement of the action.

33. Lockheed F-104 Fighter Crashes. In the late 1960s and extending into the early 1970s, the United States sold F-104 Star Fighter jets to the German Air Force that were manufactured by Lockheed Aircraft Corporation in California. Although the F-104 Star Fighter was designed for high-altitude fighter combat, it was used in Germany and other European countries for low-level bombing and attack training missions.

Consequently, the aircraft had an extremely high crash rate, with over 300 pilots killed. Commencing in 1971, the law firm of Belli Ashe Ellison Choulos & Lieff filed hundreds of lawsuits for wrongful death and other claims on behalf of the widows and surviving children of the pilots.

Robert Lieff continued to prosecute the cases after the formation of our firm. In 1974, the lawsuits were settled with Lockheed on terms favorable to the plaintiffs. This litigation helped establish the principle that citizens of foreign countries could assert claims in United States courts and obtain substantial recoveries against an American manufacturer, based upon airplane accidents or crashes occurring outside the United States.


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II. Securities and Financial Fraud

A. Current Cases

1. BlackRock Global Allocation Fund, Inc., et al. v. Valeant Pharmaceuticals International, Inc., et al., No. 3:18-cv-00343 (D.N.J.); Senzar Healthcare Master Fund, LP, et al. v. Valeant Pharmaceuticals International, Inc., et al., No. 3:18-cv-02286-MAS-LHG (D.N.J.) (collectively, “Valeant”). Lieff Cabraser represents certain funds and accounts of institutional investors BlackRock and Senzar in these recently-filed individual actions against Valeant Pharmaceuticals International, Inc. and certain of Valeant’s senior officers and directors for violations of the Securities Act of 1933 and/or the Securities Exchange Act of 1934 arising from Defendants’ scheme to generate revenues through massive price increases for Valeant-branded drugs while concealing from investors the truth regarding the Company’s business operations, financial results, and other material facts. In September 2018, the court denied defendants’ partial motions to dismiss in both action, and BlackRock plaintiffs filed an amended complaint.

2. In re Wells Fargo & Company Shareholder Derivative Litigation, No. 3:16-cv-05541 (N.D. Cal.). Lieff Cabraser was appointed as Co-Lead Counsel for Lead Plaintiffs FPPACO and The City of Birmingham Retirement and Relief System in this consolidated shareholder derivative action alleging that, since at least 2011, the Board and executive management of Wells Fargo knew or consciously disregarded that Wells Fargo employees were illicitly creating millions of deposit and credit card accounts for their customers, without those customers’ consent, as part of Wells Fargo’s intense effort to drive up its “cross-selling” statistics. Revelations regarding the scheme, and the defendants’ knowledge or blatant disregard of it, have deeply damaged Wells Fargo’s reputation and cost it millions of dollars in regulatory fines and lost business. In May and October 2017, the court largely denied Wells Fargo’s and the Director and Officer Defendants’ motions to dismiss Lead Plaintiffs’ amended complaint. Discovery is ongoing.

3. Houston Municipal Employees Pension System v. BofI Holding, Inc., et al., No. 3:15-cv-02324-GPC-KSC (S.D. Cal.). Lieff Cabraser serves as lead counsel for court-appointed lead plaintiff, Houston Municipal Employees Pension System (“HMEPS”), in this securities fraud class action against BofI Holding, Inc. and certain of its senior officers. The action charges defendants with issuing materially false and misleading statements and failing to disclose material adverse facts about BofI’s business, operations, and performance The action charges defendants with issuing materially false and misleading statements and failing to disclose material adverse facts about BofI’s business, operations, and performance. On March 21, 2018, the court


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issued an order and entered judgment dismissing the third amended complaint, which HMEPS appealed to the Ninth Circuit. Parties are currently briefing the appeal.

4. Lord Abbett Affiliated Fund, Inc., et al. v. Navient Corporation, et al., No. 1:16-cv-112-GMS (D. Del.). Lieff Cabraser served as lead counsel for the court-appointed lead plaintiff, a group of Lord Abbett funds, in this securities fraud class action arising under the PSLRA against Navient, certain of Navient’s senior officers and directors, and the underwriters of certain of Navient’s public debt offerings. The consolidated actions allege that defendants misrepresented or failed to disclose that (i) Navient’s loan-servicing practices violated applicable federal regulations and jeopardized a contingency collection contract with the U.S. Department of Education; (ii) the Company had an increased number of higher-risk borrowers who were not repaying their loans and Navient failed to properly account for this increased risk of loss in its reported financial results; (iii) Navient’s operating structure was inefficient as a result of its spin-off from Sallie Mae; and (iv) a significant portion of the Company’s low-rate credit facilities were at risk of being reduced or eliminated. In January 2019, the case was allowed to proceed past defendants’ motion to dismiss, and is now in discovery.

5. Normand, et al. v. Bank of New York Mellon Corp., No. 1:16-cv-00212-LAK-JLC (S.D.N.Y.). Lieff Cabraser, together with co-counsel, represents a proposed class of holders of American Depositary Receipts (“ADRs”) (negotiable U.S. securities representing ownership of publicly traded shares in a non-U.S. corporation), for which BNY Mellon served as the depositary bank. Plaintiffs allege that under the contractual agreements underlying the ADRs, BNY Mellon was responsible for “promptly” converting cash distributions (such as dividends) received for ADRs into U.S. dollars for the benefit of ADR holders, and was required to act without bad faith. Plaintiffs allege that, instead, when doing the ADR cash conversions, BNY Mellon used the range of exchange rates available during the trading session in a manner that was unfavorable for ADR holders, and in doing so, improperly skimmed profits from distributions owed and payable to the class. In September 2016, the court denied, in substantial part, defendant’s motion to dismiss, and plaintiffs subsequently filed a consolidated amended complaint. The case proceeded through substantial discovery and full briefing on class certification before the parties reached a proposed classwide settlement in late 2018.

6. In re Facebook, Inc. IPO Securities And Derivative Litigation, MDL No. 12-2389 (RWS) (S.D.N.Y.). Lieff Cabraser is counsel for two individual investor class representatives in the securities class litigation arising under the Private Securities Litigation Reform Act of 1995 (the


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“PSLRA”) concerning Facebook’s initial public offering in May 2012. In February 2018, the court granted plaintiffs’ motion for preliminary approval of a settlement of the litigation. A motion for final approval of the settlement is now pending before the court.

B. Successes

1. Arkansas Teacher Retirement System v. State Street Corp., Case No. 11cv10230 (MLW) (D. Mass.). Lieff Cabraser served as co-counsel for a nationwide class of institutional custodial clients of State Street, including public pension funds and ERISA plans, who allege that defendants deceptively charged class members on FX trades done in connection with the purchase and sale of foreign securities. The complaint charged that between 1999 and 2009, State Street consistently incorporated hidden and excessive mark-ups or mark-downs relative to the actual FX rates applicable at the times of the trades conducted for State Street’s custodial FX clients.

State Street allegedly kept for itself, as an unlawful profit, the “spread” between the prices for foreign currency available to it in the FX marketplace and the rates it charged to its customers. Plaintiffs sought recovery under Massachusetts’ Consumer Protection Law and common law tort and contract theories. On November 2, 2016, U.S. District Senior Judge Mark L. Wolf granted final approval to a $300 million settlement of the litigation.

2. Janus Overseas Fund, et al. v. Petróleo Brasileiro S.A. - Petrobras, et al., No. 1:15-cv-10086-JSR (S.D.N.Y.); Dodge & Cox Global Stock Fund, et al. v. Petróleo Brasileiro S.A. - Petrobras, et al., No. 1:15-cv-10111-JSR (S.D.N.Y.). Lieff Cabraser represented certain Janus and Dodge & Cox funds and investment managers in these individual actions against Petróleo Brasileiro S.A. – Petrobras (“Petrobras”), related Petrobras entities, and certain of Petrobras’s senior officers and directors for misrepresenting and failing to disclose a pervasive and long-running scheme of bribery and corruption at Petrobras. As a result of the misconduct, Petrobras overstated the value of its assets by billions of dollars and materially misstated its financial results during the relevant period. The actions charged defendants with violations of the Securities Act of 1933 (the “Securities Act”) and/or the Securities Exchange Act of 1934 (“Exchange Act”). The action recently settled on confidential terms favorable to plaintiffs.

3. The Regents of the University of California v. American International Group, No. 1:14-cv-01270-LTS-DCF (S.D.N.Y.). Lieff Cabraser represented The Regents of the University of California in this individual action against American International Group, Inc. (“AIG”) and certain of its officers and directors for misrepresenting and omitting


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material information about AIG’s financial condition and the extent of its exposure to the subprime mortgage market. The complaint charged defendants with violations of the Exchange Act, as well as common law fraud and unjust enrichment. The litigation settled in 2015.

4. Biotechnology Value Fund, L.P. v. Celera Corp., 3:13-cv-03248-WHA (N.D. Cal.). Lieff Cabraser represented a group of affiliated funds investing in biotechnology companies in this individual action arising from misconduct in connection with Quest Diagnostics Inc.’s 2011 acquisition of Celera Corporation. Celera, Celera’s individual directors, and Credit Suisse were charged with violations of Sections 14(e) and 20(a) of the Exchange Act and breach of fiduciary duty. In February 2014, the Court denied in large part defendants’ motion to dismiss the second amended complaint. In September 2014, the plaintiffs settled with Credit Suisse for a confidential amount. After the completion of fact and expert discovery, and prior to a ruling on defendants’ motion for summary judgment, the plaintiffs settled with the Celera defendants in January 2015 for a confidential amount.

5. The Charles Schwab Corp. v. BNP Paribas Sec. Corp., No. CGC-10-501610 (Cal. Super. Ct.); The Charles Schwab Corp. v. J.P. Morgan Sec., Inc., No. CGC-10-503206 (Cal. Super. Ct.); The Charles Schwab Corp. v. J.P. Morgan Sec., Inc., No. CGC-10-503207 (Cal. Super. Ct.); and The Charles Schwab Corp. v. Banc of America Sec. LLC, No. CGC-10-501151 (Cal. Super. Ct.). Lieff Cabraser, along with co-counsel, represents Charles Schwab in four separate individual securities actions against certain issuers and sellers of mortgage-backed securities (“MBS”) for materially misrepresenting the quality of the loans underlying the securities in violation of California state law. Charles Schwab Bank, N.A., a subsidiary of Charles Schwab, suffered significant damages by purchasing the securities in reliance on defendants’ misstatements. The court largely overruled defendants’ demurrers in January 2012. Settlements have been reached with dozens of defendants for confidential amounts.

6. Honeywell International Inc. Defined Contribution Plans Master Savings Trust. v. Merck & Co., No. 14-cv 2523-SRC-CLW (S.D.N.Y.); Janus Balanced Fund v. Merck & Co., No. 14-cv-3019-SRC-CLW (S.D.N.Y.); Lord Abbett Affiliated Fund v. Merck & Co., No. 14-cv-2027-SRC-CLW (S.D.N.Y.); Nuveen Dividend Value Fund (f/k/a Nuveen Equity Income Fund), on its own behalf and as successor in interest to Nuveen Large Cap Value Fund (f/k/a First American Large Cap Value Fund) v. Merck & Co., No. 14-cv-1709-SRC-CLW (S.D.N.Y.). Lieff Cabraser represented certain Nuveen, Lord Abbett, and Janus funds, and two Honeywell International trusts in these individual actions against Merck & Co., Inc. (“Merck”) and


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certain of its senior officers and directors for misrepresenting the cardiovascular safety profile and commercial viability of Merck’s purported “blockbuster” drug, VIOXX. The actions charged defendants with violations of the Exchange Act. The action settled on confidential terms.

7. In re First Capital Holdings Corp. Financial Products Securities Litigation, MDL No. 901 (C.D. Cal.). Lieff Cabraser served as Co-Lead Counsel in a class action brought to recover damages sustained by policyholders of First Capital Life Insurance Company and Fidelity Bankers Life Insurance Company policyholders resulting from the insurance companies’ allegedly fraudulent or reckless investment and financial practices, and the manipulation of the companies’ financial statements. This policyholder settlement generated over $1 billion in restored life insurance policies. The settlement was approved by both federal and state courts in parallel proceedings and then affirmed by the Ninth Circuit on appeal.

8. In re Bank of New York Mellon Corp. Foreign Exchange Transactions Litigation, MDL 2335 (S.D. N.Y.). Lieff Cabraser served as co-lead class counsel for a proposed nationwide class of institutional custodial customers of The Bank of New York Mellon Corporation (“BNY Mellon”). The litigation stemmed from alleged deceptive overcharges imposed by BNY Mellon on foreign currency exchanges (FX) that were done in connection with custodial customers’ purchases or sales of foreign securities. Plaintiffs alleged that for more than a decade, BNY Mellon consistently charged its custodial customers hidden and excessive mark-ups on exchange rates for FX trades done pursuant to “standing instructions,” using “range of the day” pricing, rather than the rates readily available when the trades were actually executed.

In addition to serving as co-lead counsel for a nationwide class of affected custodial customers, which included public pension funds, ERISA funds, and other public and private institutions, Lieff Cabraser was one of three firms on Plaintiffs’ Executive Committee tasked with managing all activities on the plaintiffs’ side in the multidistrict consolidated litigation. Prior to the cases being transferred and consolidated in the Southern District of New York, Lieff Cabraser defeated, in its entirety, BNY Mellon’s motion to dismiss claims brought on behalf of ERISA and other funds under California’s and New York’s consumer protection laws.

The firm’s clients and class representatives in the consolidated litigation included the Ohio Police & Fire Pension Fund, the School Employees Retirement System of Ohio, and the International Union of Operating Engineers, Stationary Engineers Local 39 Pension Trust Fund.


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In March 2015, a global resolution of the private and governmental enforcement actions against BNY Mellon was announced, in which $504 million will be paid back to BNY Mellon customers ($335 million of which is directly attributable to the class litigation).

On September 24, 2015, U.S. District Court Judge Lewis A. Kaplan granted final approval to the settlement. Commenting on the work of plaintiffs’ counsel, Judge Kaplan stated, “This really was an extraordinary case in which plaintiff’s counsel performed, at no small risk, an extraordinary service. They did a wonderful job in this case, and I’ve seen a lot of wonderful lawyers over the years. This was a great performance. They were fought tooth and nail at every step of the road. It undoubtedly vastly expanded the costs of the case, but it’s an adversary system, and sometimes you meet adversaries who are heavily armed and well financed, and if you’re going to win, you have to fight them and it costs money. This was an outrageous wrong committed by the Bank of New York Mellon, and plaintiffs’ counsel deserve a world of credit for taking it on, for running the risk, for financing it and doing a great job.”

9. In re Broadcom Corporation Derivative Litigation, No. CV 06-3252-R (C.D. Cal.). Lieff Cabraser served as Court-appointed Lead Counsel in a shareholders derivative action arising out of stock options backdating in Broadcom securities. The complaint alleged that defendants intentionally manipulated their stock option grant dates between 1998 and 2003 at the expense of Broadcom and Broadcom shareholders. By making it seem as if stock option grants occurred on dates when Broadcom stock was trading at a comparatively low per share price, stock option grant recipients were able to exercise their stock option grants at exercise prices that were lower than the fair market value of Broadcom stock on the day the options were actually granted. In December 2009, U.S. District Judge Manuel L. Real granted final approval to a partial settlement in which Broadcom Corporation’s insurance carriers paid $118 million to Broadcom. The settlement released certain individual director and officer defendants covered by Broadcom’s directors’ and officers’ policy.

Plaintiffs’ counsel continued to pursue claims against William J. Ruehle, Broadcom’s former Chief Financial Officer, Henry T. Nicholas, III, Broadcom’s co-founder and former Chief Executive Officer, and Henry Samueli, Broadcom’s co-founder and former Chief Technology Officer. In May 2011, the Court approved a settlement with these defendants. The settlement provided substantial consideration to Broadcom, consisting of the receipt of cash and cancelled options from Dr. Nicholas and Dr. Samueli totaling $53 million in value, plus the release of a claim by Mr. Ruehle, which sought damages in excess of $26 million.


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Coupled with the earlier $118 million partial settlement, the total recovery in the derivative action was $197 million, which constitutes the third-largest settlement ever in a derivative action involving stock options backdating.

10. In re Scorpion Technologies Securities Litigation I, No. C-93-20333-EAI (N.D. Cal.); Dietrich v. Bauer, No. C-95-7051-RWS (S.D.N.Y.); Claghorn v. Edsaco, No. 98-3039-SI (N.D. Cal.). Lieff Cabraser served as Lead Counsel in class action suits arising out of an alleged fraudulent scheme by Scorpion Technologies, Inc., certain of its officers, accountants, underwriters and business affiliates to inflate the company’s earnings through reporting fictitious sales. In Scorpion I, the Court found plaintiffs had presented sufficient evidence of liability under Federal securities acts against the accounting firm Grant Thornton for the case to proceed to trial. In re Scorpion Techs., 1996 U.S. Dist. LEXIS 22294 (N.D. Cal. Mar. 27, 1996). In 1988, the Court approved a $5.5 million settlement with Grant Thornton. In 2000, the Court approved a $950,000 settlement with Credit Suisse First Boston Corporation. In April 2002, a federal jury in San Francisco, California returned a $170.7 million verdict against Edsaco Ltd. The jury found that Edsaco aided Scorpion in setting up phony European companies as part of a scheme in which Scorpion reported fictitious sales of its software to these companies, thereby inflating its earnings. Included in the jury verdict, one of the largest verdicts in the U.S. in 2002, was $165 million in punitive damages. Richard M. Heimann conducted the trial for plaintiffs.

On June 14, 2002, U.S. District Court Judge Susan Illston commented on Lieff Cabraser’s representation: “[C]ounsel for the plaintiffs did a very good job in a very tough situation of achieving an excellent recovery for the class here. You were opposed by extremely capable lawyers. It was an uphill battle. There were some complicated questions, and then there was the tricky issue of actually collecting anything in the end. I think based on the efforts that were made here that it was an excellent result for the class. . . [T]he recovery that was achieved for the class in this second trial is remarkable, almost a hundred percent.”

11. In re Diamond Foods, Inc., Securities Litigation, No. 11-cv-05386-WHA (N.D. Cal.). Lieff Cabraser served as local counsel for Lead Plaintiff Public Employees’ Retirement System of Mississippi (“MissPERS”) and the class of investors it represented in this securities class action lawsuit arising under the PSLRA. The complaint charged Diamond Foods and certain senior executives of the company with violations of the Exchange Act for knowingly understating the cost of walnuts Diamond Foods purchased in order to inflate the price of Diamond Foods’ common stock. In January 2014, the Court granted final approval of a settlement of the action requiring Diamond Foods to pay $11


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million in cash and issue 4.45 million common shares worth $116.3 million on the date of final approval based on the stock’s closing price on that date.

12. Merrill Lynch Fundamental Growth Fund and Merrill Lynch Global Value Fund v. McKesson HBOC, No. 02-405792 (Cal. Supr. Ct.). Lieff Cabraser served as counsel for two Merrill Lynch sponsored mutual funds in a private lawsuit alleging that a massive accounting fraud occurred at HBOC & Company (“HBOC”) before and following its 1999 acquisition by McKesson Corporation (“McKesson”). The funds charged that defendants, including the former CFO of McKesson HBOC, the name McKesson adopted after acquiring HBOC, artificially inflated the price of securities in McKesson HBOC, through misrepresentations and omissions concerning the financial condition of HBOC, resulting in approximately $135 million in losses for plaintiffs. In a significant discovery ruling in 2004, the California Court of Appeal held that defendants waived the attorney-client and work product privileges in regard to an audit committee report and interview memoranda prepared in anticipation of shareholder lawsuits by disclosing the information to the U.S. Attorney and SEC. McKesson HBOC, Inc. v. Supr. Court, 115 Cal. App. 4th 1229 (2004). Lieff Cabraser’s clients recovered approximately $145 million, representing nearly 104% of damages suffered by the funds. This amount was approximately $115-120 million more than the Merrill Lynch funds would have recovered had they participated in the federal class action settlement.

13. Informix/Illustra Securities Litigation, No. C-97-1289-CRB (N.D. Cal.). Lieff Cabraser represented Richard H. Williams, the former Chief Executive Officer and President of Illustra Information Technologies, Inc. (“Illustra”), and a class of Illustra shareholders in a class action suit on behalf of all former Illustra securities holders who tendered their Illustra preferred or common stock, stock warrants or stock options in exchange for securities of Informix Corporation (“Informix”) in connection with Informix’s 1996 purchase of Illustra. Pursuant to that acquisition, Illustra stockholders received Informix securities representing approximately 10% of the value of the combined company. The complaint alleged claims for common law fraud and violations of Federal securities law arising out of the acquisition. In October 1999, U.S. District Judge Charles E. Breyer approved a global settlement of the litigation for $136 million, constituting one of the largest settlements ever involving a high technology company alleged to have committed securities fraud. Our clients, the Illustra shareholders, received approximately 30% of the net settlement fund.

14. In re Qwest Communications International Securities and “ERISA” Litigation (No. II), No. 06-cv-17880-REB-PAC (MDL


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No. 1788) (D. Colo.). Lieff Cabraser represented the New York State Common Retirement Fund, Fire and Police Pension Association of Colorado, Denver Employees’ Retirement Plan, San Francisco Employees’ Retirement System, and over thirty BlackRock managed mutual funds in individual securities fraud actions (“opt out” cases) against Qwest Communications International, Inc., Philip F. Anschutz, former co-chairman of the Qwest board of directors, and other senior executives at Qwest. In each action, the plaintiffs charged defendants with massively overstating Qwest’s publicly-reported growth, revenues, earnings, and earnings per share from 1999 through 2002. The cases were filed in the wake of a $400 million settlement of a securities fraud class action against Qwest that was announced in early 2006. The cases brought by Lieff Cabraser’s clients settled in October 2007 for recoveries totaling more than $85 million, or more than 13 times what the clients would have received had they remained in the class.

15. In re AXA Rosenberg Investor Litigation, No. CV 11-00536 JSW (N.D. Cal). Lieff Cabraser served as Co-Lead Counsel for a class of institutional investors, ERISA-covered plans, and other investors in quantitative funds managed by AXA Rosenberg Group, LLC and its affiliates (“AXA”). Plaintiffs alleged that AXA breached its fiduciary duties and violated ERISA by failing to discover a material computer error that existed in its system for years, and then failing to remedy it for months after its eventual discovery in 2009. By the time AXA disclosed the error in 2010, investors had suffered losses and paid substantial investment management fees to AXA. After briefing motions to dismiss and working with experts to analyze data obtained from AXA relating to the impact of the error, Lieff Cabraser reached a $65 million settlement with AXA that the Court approved in April 2012.

16. In re National Century Financial Enterprises, Inc. Investment Litigation, MDL No. 1565 (S.D. Ohio). Lieff Cabraser served as outside counsel for the New York City Employees’ Retirement System, Teachers’ Retirement System for the City of New York, New York City Police Pension Fund, and New York City Fire Department Pension Fund in this multidistrict litigation arising from fraud in connection with NCFE’s issuance of notes backed by healthcare receivables. The New York City Pension Funds recovered more than 70% of their $89 million in losses, primarily through settlements achieved in the federal litigation and another NCFE-matter brought on their behalf by Lieff Cabraser.

17. BlackRock Global Allocation Fund v. Tyco International Ltd., et al., No. 2:08-cv-519 (D. N.J.); Nuveen Balanced Municipal and Stock Fund v. Tyco International Ltd., et al., No. 2:08-cv-518 (D. N.J.). Lieff Cabraser represented multiple funds of the investment firms BlackRock Inc. and Nuveen Asset Management in separate, direct


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securities fraud actions against Tyco International Ltd., Tyco Electronics Ltd., Covidien Ltd, Covidien (U.S.), L. Dennis Kozlowski, Mark H. Swartz, and Frank E. Walsh, Jr. Plaintiffs alleged that defendants engaged in a massive criminal enterprise that combined the theft of corporate assets with fraudulent accounting entries that concealed Tyco’s financial condition from investors. As a result, plaintiffs purchased Tyco common stock and other Tyco securities at artificially inflated prices and suffered losses upon disclosures revealing Tyco’s true financial condition and defendants’ misconduct. In 2009, the parties settled the claims against the corporate defendants (Tyco International Ltd., Tyco Electronics Ltd., Covidien Ltd., and Covidien (U.S.). The litigation concluded in 2010. The total settlement proceeds paid by all defendants were in excess of $57 million.

18. Kofuku Bank and Namihaya Bank v. Republic New York Securities Corp., No. 00 CIV 3298 (S.D.N.Y.); and Kita Hyogo Shinyo-Kumiai v. Republic New York Securities Corp., No. 00 CIV 4114 (S.D.N.Y.). Lieff Cabraser represented Kofuku Bank, Namihaya Bank and Kita Hyogo Shinyo-Kumiai (a credit union) in individual lawsuits against, among others, Martin A. Armstrong and HSBC, Inc., the successor-in-interest to Republic New York Corporation, Republic New York Bank and Republic New York Securities Corporation for alleged violations of federal securities and racketeering laws. Through a group of interconnected companies owned and controlled by Armstrong—the Princeton Companies—Armstrong and the Republic Companies promoted and sold promissory notes, known as the “Princeton Notes,” to more than eighty of the largest companies and financial institutions in Japan. Lieff Cabraser’s lawsuits, as well as the lawsuits of dozens of other Princeton Note investors, alleged that the Princeton and Republic Companies made fraudulent misrepresentations and non-disclosures in connection with the promotion and sale of Princeton Notes, and that investors’ monies were commingled and misused to the benefit of Armstrong, the Princeton Companies and the Republic Companies. In December 2001, the claims of our clients and those of the other Princeton Note investors were settled. As part of the settlement, our clients recovered more than $50 million, which represented 100% of the value of their principal investments less money they received in interest or other payments.

19. Alaska State Department of Revenue v. America Online, No. 1JU-04-503 (Alaska Supr. Ct.). In December 2006, a $50 million settlement was reached in a securities fraud action brought by the Alaska State Department of Revenue, Alaska State Pension Investment Board and Alaska Permanent Fund Corporation against defendants America Online, Inc. (“AOL”), Time Warner Inc. (formerly known as AOL Time Warner (“AOLTW”)), Historic TW Inc. When the action was filed, the Alaska Attorney General estimated total losses at $70 million. The


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recovery on behalf of Alaska was approximately 50 times what the state would have received as a member of the class in the federal securities class action settlement. The lawsuit, filed in 2004 in Alaska State Court, alleged that defendants misrepresented advertising revenues and growth of AOL and AOLTW along with the number of AOL subscribers, which artificially inflated the stock price of AOL and AOLTW to the detriment of Alaska State funds.

The Alaska Department of Law retained Lieff Cabraser to lead the litigation efforts under its direction. “We appreciate the diligence and expertise of our counsel in achieving an outstanding resolution of the case,” said Mark Morones, spokesperson for the Department of Law, following announcement of the settlement.

20. Allocco v. Gardner, No. GIC 806450 (Cal. Supr. Ct.). Lieff Cabraser represented Lawrence L. Garlick, the co-founder and former Chief Executive Officer of Remedy Corporation and 24 other former senior executives and directors of Remedy Corporation in a private (non-class) securities fraud lawsuit against Stephen P. Gardner, the former Chief Executive Officer of Peregrine Systems, Inc., John J. Moores, Peregrine’s former Chairman of the Board, Matthew C. Gless, Peregrine’s former Chief Financial Officer, Peregrine’s accounting firm Arthur Andersen and certain entities that entered into fraudulent transactions with Peregrine. The lawsuit, filed in California state court, arose out of Peregrine’s August 2001 acquisition of Remedy. Plaintiffs charged that they were induced to exchange their Remedy stock for Peregrine stock on the basis of false and misleading representations made by defendants. Within months of the Remedy acquisition, Peregrine began to reveal to the public that it had grossly overstated its revenue during the years 2000-2002, and eventually restated more than $500 million in revenues.

After successfully defeating demurrers brought by defendants, including third parties who were customers of Peregrine who aided and abetted Peregrine’s accounting fraud under California common law, plaintiffs reached a series of settlements. The settling defendants included Arthur Andersen, all of the director defendants, three officer defendants and the third party customer defendants KPMG, British Telecom, Fujitsu, Software Spectrum and Bindview. The total amount received in settlements was approximately $45 million.

21. In re Cablevision Systems Corp. Shareholder Derivative Litigation, No. 06-cv-4130-DGT-AKT (E.D.N.Y.). Lieff Cabraser served as Co-Lead Counsel in a shareholders’ derivative action against the board of directors and numerous officers of Cablevision. The suit alleged that defendants intentionally manipulated stock option grant dates to Cablevision employees between 1997 and 2002 in order to enrich certain


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officer and director defendants at the expense of Cablevision and Cablevision shareholders. According to the complaint, Defendants made it appear as if stock options were granted earlier than they actually were in order to maximize the value of the grants. In September 2008, the Court granted final approval to a $34.4 million settlement of the action. Over $24 million of the settlement was contributed directly by individual defendants who either received backdated options or participated in the backdating activity.

22. In re Media Vision Technology Securities Litigation, No. CV-94-1015 (N.D. Cal.). Lieff Cabraser served as Co-Lead Counsel in a class action lawsuit which alleged that certain Media Vision’s officers, outside directors, accountants and underwriters engaged in a fraudulent scheme to inflate the company’s earnings and issued false and misleading public statements about the company’s finances, earnings and profits. By 1998, the Court had approved several partial settlements with many of Media Vision’s officers and directors, accountants and underwriters which totaled $31 million. The settlement proceeds have been distributed to eligible class members. The evidence that Lieff Cabraser developed in the civil case led prosecutors to commence an investigation and ultimately file criminal charges against Media Vision’s former Chief Executive Officer and Chief Financial Officer. The civil action against Media Vision’s CEO and CFO was stayed pending the criminal proceedings against them. In the criminal proceedings, the CEO pled guilty on several counts, and the CFO was convicted at trial. In October 2003, the Court granted Plaintiffs’ motions for summary judgment and entered a judgment in favor of the class against the two defendants in the amount of $188 million.

23. In re California Micro Devices Securities Litigation, No. C-94-2817-VRW (N.D. Cal.). Lieff Cabraser served as Liaison Counsel for the Colorado Public Employees’ Retirement Association and the California State Teachers’ Retirement System, and the class they represented. Prior to 2001, the Court approved $19 million in settlements. In May 2001, the Court approved an additional settlement of $12 million, which, combined with the earlier settlements, provided class members an almost complete return on their losses. The settlement with the company included multi-million dollar contributions by the former Chairman of the Board and Chief Executive Officer.

Commenting in 2001 on Lieff Cabraser’s work in Cal Micro Devices, U.S. District Court Judge Vaughn R. Walker stated, “It is highly unusual for a class action in the securities area to recover anywhere close to the percentage of loss that has been recovered here, and counsel and the lead plaintiffs have done an admirable job in bringing about this most satisfactory conclusion of the litigation.” One year later, in a related proceeding and in response to the statement that the class had received


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nearly a 100% recovery, Judge Walker observed, “That’s pretty remarkable. In these cases, 25 cents on the dollar is considered to be a magnificent recovery, and this is [almost] a hundred percent.”

24. In re Network Associates, Inc. Securities Litigation, No. C-99-1729-WHA (N.D. Cal.). Following a competitive bidding process, the Court appointed Lieff Cabraser as Lead Counsel for the Lead Plaintiff and the class of investors. The complaint alleged that Network Associates improperly accounted for acquisitions in order to inflate its stock price. In May 2001, the Court granted approval to a $30 million settlement.

In reviewing the Network Associates settlement, U.S. District Court Judge William H. Alsup observed, “[T]he class was well served at a good price by excellent counsel . . . We have class counsel who’s one of the foremost law firms in the country in both securities law and class actions. And they have a very excellent reputation for the conduct of these kinds of cases . . .”

25. In re FPI/Agretech Securities Litigation, MDL No. 763 (D. Haw., Real, J.). Lieff Cabraser served as Lead Class Counsel for investors defrauded in a “Ponzi-like” limited partnership investment scheme. The Court approved $15 million in partial, pretrial settlements. At trial, the jury returned a $24 million verdict, which included $10 million in punitive damages, against non-settling defendant Arthur Young & Co. for its knowing complicity and active and substantial assistance in the marketing and sale of the worthless limited partnership offerings. The Appellate Court affirmed the compensatory damages award and remanded the case for a retrial on punitive damages. In 1994, the Court approved a $17 million settlement with Ernst & Young, the successor to Arthur Young & Co.

26. Nguyen v. FundAmerica, No. C-90-2090 MHP (N.D. Cal., Patel, J.), 1990 Fed. Sec. L. Rep. (CCH) ¶¶ 95,497, 95,498 (N.D. Cal. 1990). Lieff Cabraser served as Plaintiffs’ Class Counsel in this securities/RICO/tort action seeking an injunction against alleged unfair “pyramid” marketing practices and compensation to participants. The District Court certified a nationwide class for injunctive relief and damages on a mandatory basis and enjoined fraudulent overseas transfers of assets. The Bankruptcy Court permitted class proof of claims. Lieff Cabraser obtained dual District Court and Bankruptcy Court approval of settlements distributing over $13 million in FundAmerica assets to class members.

27. In re Brooks Automation, Inc. Securities Litigation, No. 06 CA 11068 (D. Mass.). Lieff Cabraser served as Court-Appointed Lead Counsel for Lead Plaintiff the Los Angeles County Employees Retirement Association and co-plaintiff Sacramento County Employees’ Retirement System in a class action lawsuit on behalf of purchasers of Brooks


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Automation securities. Plaintiffs charged that Brooks Automation, its senior corporate officers and directors violated federal securities laws by backdating company stock options over a six-year period, and failed to disclose the scheme in publicly filed financial statements. Subsequent to Lieff Cabraser’s filing of a consolidated amended complaint in this action, both the Securities and Exchange Commission and the United States Department of Justice filed complaints against the Company’s former C.E.O., Robert Therrien, related to the same alleged practices. In October 2008, the Court approved a $7.75 million settlement of the action.

28. In re A-Power Energy Generation Systems, Ltd. Securities Litigation, No. 2:11-ml-2302-GW- (CWx) (C.D. Cal.). Lieff Cabraser served as Court-appointed Lead Counsel for Lead Plaintiff in this securities class action that charged defendants with materially misrepresenting A-Power Energy Generation Systems, Ltd.’s financial results and business prospects in violation of the antifraud provisions of the Securities Exchange Act of 1934. The Court approved a $3.675 million settlement in August 2013.

29. Bank of America-Merrill Lynch Merger Securities Cases. In two cases—DiNapoli, et al. v. Bank of America Corp., No. 10 CV 5563 (S.D. N.Y.) and Schwab S&P 500 Index Fund, et al. v. Bank of America Corp., et al., No. 11-cv- 07779 PKC (S.D. N.Y.). Lieff Cabraser sought recovery on a direct, non-class basis for losses that a number of public pension funds and mutual funds incurred as a result of Bank of America’s alleged misrepresentations and concealment of material facts in connection with its acquisition of Merrill Lynch & Co., Inc. Lieff Cabraser represented the New York State Common Retirement Fund, the New York State Teachers’ Retirement System, the Public Employees’ Retirement Association of Colorado, and fourteen mutual funds managed by Charles Schwab Investment Management. Both cases settled in 2013 on confidential terms favorable for our clients.

30. Albert v. Alex. Brown Management Services; Baker v. Alex. Brown Management Services (Del. Ch. Ct.). In May 2004, on behalf of investors in two investment funds controlled, managed and operated by Deutsche Bank and advised by DC Investment Partners, Lieff Cabraser filed lawsuits for alleged fraudulent conduct that resulted in an aggregate loss of hundreds of millions of dollars. The suits named as defendants Deutsche Bank and its subsidiaries Alex. Brown Management Services and Deutsche Bank Securities, members of the funds’ management committee, as well as DC Investments Partners and two of its principals. Among the plaintiff-investors were 70 high net worth individuals. In the fall of 2006, the cases settled by confidential agreement.


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III. Employment Discrimination and Unfair Employment Practices

A. Current Cases

1. Kennicott v. Sandia National Laboratories, No. 17-cv-188 (D.N.M.). Lieff Cabraser represents female employees in a gender a discrimination class action lawsuit against Sandia National Laboratories, a major defense contractor for the United States Department of Energy. Sandia’s research focuses on nuclear weapons and other security technologies with major facilities in California and New Mexico. The lawsuit alleges that Sandia discriminates against female employees with respect to compensation, promotion, and performance evaluation. Plaintiffs contend that Sandia has implemented its policies despite knowing of their discriminatory effect—and that when women complain of gender discrimination, Sandia retaliates against them. With its work shrouded in secrecy, the defense industry has not been held accountable for gender inequity and a hostile environment for women. This lawsuit seeks to change the policies and practices that perpetuate gender discrimination, as well as to compensate women whose careers have suffered because of this discrimination. The lawsuit alleges violations of Title VII of the Civil Rights Act of 1964 and the New Mexico Human Rights Act, and has received significant media coverage.

2. Chen-Oster v. Goldman Sachs, No. 10-6950 (S.D.N.Y.). Lieff Cabraser serves as Co-Lead Counsel for plaintiffs in a gender discrimination class action lawsuit against Goldman Sachs alleging Goldman Sachs has engaged in systemic and pervasive discrimination against its female professional employees in violation of Title VII of the Civil Rights Act of 1964 and New York City Human Rights Law. The complaint charges that, among other things, Goldman Sachs pays its female professionals less than similarly situated males, disproportionately promotes men over equally or more qualified women, and offers better business opportunities and professional support to its male professionals. In 2012, the Court denied defendant’s motion to strike class allegations.

On March 10, 2015, Magistrate Judge James C. Francis IV issued a recommendation against certifying the class. In April of 2017, District Court Judge Analisa Torres granted plaintiffs’ motion to amend their complaint and add new representative plaintiffs, denied Goldman Sachs’ motions to dismiss the new plaintiffs’ claims, and ordered the parties to submit proposals by April 26, 2017, on a process for addressing Magistrate Judge Francis’ March 2015 Report and Recommendation on class certification.

On March 30, 2018, Judge Torres issued an order certifying the plaintiffs’ damages class under Federal Rule of Civil Procedure Rule 23(b)(3). Judge Torres certified plaintiffs’ claims for both disparate impact and disparate


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treatment discrimination, relying on statistical evidence of discrimination in pay, promotions, and performance evaluations, as well as anecdotal evidence of Goldman’s hostile work environment. In so ruling, the court also granted plaintiffs’ motion to exclude portions of Goldman’s expert evidence as unreliable, and denied all of Goldman’s motions to exclude plaintiffs’ expert evidence.

3. Moussouris v. Microsoft Corp., No. 15-cv-01483 (W.D. Wash.). Lieff Cabraser and co-counsel represent a former female Microsoft technical professional in a gender discrimination class action lawsuit on behalf of herself and all current and former female technical professionals employed by Microsoft in the U.S. since September 16, 2009. The complaint alleges that Microsoft has engaged in systemic and pervasive discrimination against female employees in technical and engineering roles with respect to performance evaluations, pay, promotions, and other terms and conditions of employment. The unchecked gender bias that pervades Microsoft’s corporate culture has resulted in female technical professionals receiving less compensation than similar men, the promotion of men over equally or more qualified women, and less favorable performance evaluation of female technical professionals compared to male peers. Microsoft’s continuing policy, pattern, and practice of sex discrimination against female technical employees, the complaint alleges, violates federal and state laws, including Title VII of the Civil Rights Act of 1964 and the Washington Law Against Discrimination.

Plaintiffs filed a motion for class certification on October 27, 2017, and subsequently filed a reply brief in support of the motion on February 9, 2018. The motion seeks certification of a class of female employees who worked in the Engineering or I/T Operations Professions and in stock levels 59-67 from September 16, 2012 to the present. In June 2018, the district court denied plaintiffs’ motion for class certification. In July 2018, plaintiffs petitioned the court for permission to appeal that denial.

4. Benedict v. Hewlett-Packard Company, No. C13-0119 (N.D. Cal.). Lieff Cabraser represents former Hewlett-Packard (“HP”) technical support employees who filed a nationwide class action lawsuit charging that HP failed to pay them and other former and current technical support employees for all overtime hours worked in violation of the federal Fair Labor Standards Act (“FLSA”) and state law. The complaint charges that HP has a common practice of misclassifying its technical support workers as exempt and refusing to pay them overtime. On February 13, 2014, the Court granted plaintiffs’ motion for conditional certification of a FSLA overtime action.


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5. Kassman v. KPMG, LLP, Case No. 11-03743 (S.D.N.Y.). Lieff Cabraser serves as Co-Lead Counsel for plaintiffs in a gender discrimination class and collective action lawsuit alleging that KPMG has engaged in systemic and pervasive discrimination against its female Client Service and Support Professionals in pay and promotion, discrimination based on pregnancy, and chronic failure to properly investigate and resolve complaints of discrimination and harassment. The complaint alleges violations of the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the New York Executive Law § 296, and the New York City Administrative Code § 8-107. For purposes of the Equal Pay Act claim, plaintiffs represent a conditionally-certified collective of 1,100 female Client Service and Support Professionals who have opted in to the lawsuit.

On November 27, 2018, Plaintiffs filed a motion in U.S. District Court for the Southern District of New York seeking class certification in the long-running lawsuit challenging gender disparities in pay and promotion on behalf of approximately 10,000 female Advisory and Tax professionals. Plaintiffs also sought final certification of the Equal Pay Act collective on behalf of the approximately 1,100 opt-in plaintiffs.

On November 30, 2018, the Court declined to certify the class and decertified the Equal Pay Act collective. While the Court acknowledged KPMG’s common pay and promotion policies and its gender disparities in pay and promotion, the Court held that the women challenging KPMG’s pay and promotion policies cannot pursue their claims together. On December 14, 2018, Plaintiffs filed a Petition to Appeal the Denial of Class Certification under Rule 23(f) with the United States Court of Appeals for the Second Circuit. Plaintiffs are awaiting a decision from the Court of Appeals about whether to hear the appeal.

6. Strauch v. Computer Sciences Corporation, No. 2:14-cv-00956 (D. Conn.). In 2005, Computer Sciences Corporation (“CSC”) settled for $24 million a nationwide class and collective action lawsuit alleging that CSC misclassified thousands of its information technology support workers as exempt from overtime pay in violation of in violation of the federal Fair Labor Standards Act (“FLSA”) and state law. Notwithstanding that settlement, a complaint filed on behalf of current and former CSC IT workers in 2014 by Lieff Cabraser and co-counsel alleges that CSC misclassifies many information technology support workers as exempt even though they perform primarily nonexempt work. Plaintiffs are current and former CSC System Administrators assigned the primary duty of the installation, maintenance, and/or support of computer software and/or hardware for CSC clients. On June 9, 2015, the Court granted plaintiffs’ motion for conditional certification of a FLSA collective action. Since then, more than 1,000 System Administrators have opted into the case. On June 30, 2017, the Court granted plaintiffs motion for


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certification of Rule 23 classes for System Administrators in California and Connecticut.

On December 20, 2017, a jury in federal court in Connecticut ruled that Computer Sciences Corporation (CSC), which recently merged with Hewlett Packard Enterprise Services to form DXC Technology (NYSE: DXC), wrongly and willfully denied overtime pay to approximately 1,000 current and former technology support workers around the country. After deliberating over two days, the Connecticut jury unanimously rejected CSC’s claim that its System Administrators in the “Associate Professional” and “Professional” job titles are exempt under federal, Connecticut and California law, ruling instead that the workers should have been classified as nonexempt and paid overtime. The jury found CSC’s violations to be willful, triggering additional damages. The misclassifications were made despite the fact that, in 2005, CSC paid $24 million to settle similar claims from a previous group of technical support workers. The case will next proceed to a damages phase, where the court will determine how much CSC owes each class member.

7. Senne v. Major League Baseball, No. 14-cv-00608 (N.D. Cal.). Lieff Cabraser represents current and former Minor League Baseball players employed under uniform player contracts in a class and collective action seeking unpaid overtime and minimum wages under the Fair Labor Standards Act and state laws. The complaint alleges that Major League Baseball (“MLB”), the MLB franchises, and other defendants paid minor league players a uniform monthly fixed salary that, in light of the hours worked, amounts to less than the minimum wage and an unlawful denial of overtime pay.

8. Jang v. E.I. Du Pont De Nemours & Co., No. 15-03719-NC (N.D. Cal.). Lieff Cabraser represents certain former DuPont employees in a breach of contract action alleging that DuPont unlawfully terminated employees’ unvested stock options. DuPont’s standard stock option award contract states that unvested options will continue to vest in accordance with their vesting schedule. In practice, however, DuPont unilaterally cancelled unvested stock options one year from employees’ termination, regardless of whether the options had vested. The complaint was filed on August 15, 2015. DuPont filed a motion to dismiss the complaint, which was granted by United States Magistrate Judge Nathanael Cousins on November 19, 2015. Plaintiffs appealed the decision to the Ninth Circuit Court of Appeals, and oral argument was held on April 21, 2017. The Ninth Circuit has not yet issued a decision.

B. Successes

1. Butler v. Home Depot, No. C94-4335 SI (N.D. Cal.). Lieff Cabraser and co-counsel represented a class of approximately 25,000 female


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employees and applicants for employment with Home Depot’s West Coast Division who alleged gender discrimination in connection with hiring, promotions, pay, job assignment, and other terms and conditions of employment. The class was certified in January 1995. In January 1998, the Court approved a $87.5 million settlement of the action that included comprehensive injunctive relief over the term of a five-year Consent Decree. Under the terms of the settlement, Home Depot modified its hiring, promotion, and compensation practices to ensure that interested and qualified women were hired for, and promoted to, sales and management positions.

On January 14, 1998, U.S. District Judge Susan Illston commented that the settlement provides “a very significant monetary payment to the class members for which I think they should be grateful to their counsel. . . . Even more significant is the injunctive relief that’s provided for . . .” By 2003, the injunctive relief had created thousands of new job opportunities in sales and management positions at Home Depot, generating the equivalent of over approximately $100 million per year in wages for female employees.

In 2002, Judge Illston stated that the injunctive relief has been a “win/win . . . for everyone, because . . . the way the Decree has been implemented has been very successful and it is good for the company as well as the company’s employees.”

2. Rosenburg v. IBM, No. C 06-0430 PJH (N.D. Cal.). In July 2007, the Court granted final approval to a $65 million settlement of a class action suit by current and former technical support workers for IBM seeking unpaid overtime. The settlement constitutes a record amount in litigation seeking overtime compensation for employees in the computer industry. Plaintiffs alleged that IBM illegally misclassified its employees who install or maintain computer hardware or software as “exempt” from the overtime pay requirements of federal and state labor laws.

3. Satchell v. FedEx Express, No. C 03-2659 SI; C 03-2878 SI (N.D. Cal.). In 2007, the Court granted final approval to a $54.9 million settlement of the race discrimination class action lawsuit by African American and Latino employees of FedEx Express. The settlement requires FedEx to reform its promotion, discipline, and pay practices. Under the settlement, FedEx will implement multiple steps to promote equal employment opportunities, including making its performance evaluation process less discretionary, discarding use of the “Basic Skills Test” as a prerequisite to promotion into certain desirable positions, and changing employment policies to demonstrate that its revised practices do not continue to foster racial discrimination. The settlement, covering 20,000 hourly employees and operations managers who have worked in


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the western region of FedEx Express since October 1999, was approved by the Court in August 2007.

4. Gonzalez v. Abercrombie & Fitch Stores, No. C03-2817 SI (N.D. Cal.). In April 2005, the Court approved a settlement, valued at approximately $50 million, which requires the retail clothing giant Abercrombie & Fitch to provide monetary benefits of $40 million to the class of Latino, African American, Asian American and female applicants and employees who charged the company with discrimination. The settlement included a six-year period of injunctive relief requiring the company to institute a wide range of policies and programs to promote diversity among its workforce and to prevent discrimination based on race or gender. Lieff Cabraser served as Lead Class Counsel and prosecuted the case with a number of co-counsel firms, including the Mexican American Legal Defense and Education Fund, the Asian Pacific American Legal Center and the NAACP Legal Defense and Educational Fund, Inc.

5. Giles v. Allstate, JCCP Nos. 2984 and 2985. Lieff Cabraser represented a class of Allstate insurance agents seeking reimbursement of out-of-pocket costs. The action settled for approximately $40 million.

6. Calibuso v. Bank of America Corporation, Merrill Lynch & Co., No. CV10-1413 (E.D. N.Y.). Lieff Cabraser served as Co-Lead Counsel for female Financial Advisors who alleged that Bank of America and Merrill Lynch engaged in a pattern and practice of gender discrimination with respect to business opportunities and compensation. The complaint charged that these violations were systemic, based upon company-wide policies and practices. In December 2013, the Court approved a $39 million settlement. The settlement included three years of programmatic relief, overseen by an independent monitor, regarding teaming and partnership agreements, business generation, account distributions, manager evaluations, promotions, training, and complaint processing and procedures, among other things. An independent consultant also conducted an internal study of the bank’s Financial Advisors’ teaming practices.

7. Frank v. United Airlines, No. C-92-0692 MJJ (N.D. Cal.). Lieff Cabraser and co-counsel obtained a $36.5 million settlement in February 2004 for a class of female flight attendants who were required to weigh less than comparable male flight attendants. Former U.S. District Court Judge Charles B. Renfrew (ret.), who served as a mediator in the case, stated, “As a participant in the settlement negotiations, I am familiar with and know the reputation, experience and skills of lawyers involved. They are dedicated, hardworking and able counsel who have represented their clients very effectively.” U.S. District Judge Martin J. Jenkins, in granting final approval to the settlement, found “that the results achieved here


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could be nothing less than described as exceptional,” and that the settlement “was obtained through the efforts of outstanding counsel.”

8. Barnett v. Wal-Mart, No. 01-2-24553-SNKT (Wash.). The Court approved in July 2009 a settlement valued at up to $35 million on behalf of workers in Washington State who alleged they were deprived of meal and rest breaks and forced to work off-the-clock at Wal-Mart stores and Sam’s Clubs. In addition to monetary relief, the settlement provided injunctive relief benefiting all employees. Wal-Mart was required to undertake measures to prevent wage and hour violations at its 50 stores and clubs in Washington, measures that included the use of new technologies and compliance tools.

Plaintiffs filed their complaint in 2001. Three years later, the Court certified a class of approximately 40,000 current and former Wal-Mart employees. The eight years of litigation were intense and adversarial. Wal-Mart, currently the world’s third largest corporation, vigorously denied liability and spared no expense in defending itself.

This lawsuit and similar actions filed against Wal-Mart across America served to reform the pay procedures and employment practices for Wal-Mart’s 1.4 million employees nationwide. In a press release announcing the Court’s approval of the settlement, Wal-Mart spokesperson Daphne Moore stated, “This lawsuit was filed years ago and the allegations are not representative of the company we are today.” Lieff Cabraser served as Court-appointed Co-Lead Class Counsel.

9. Amochaev. v. Citigroup Global Markets, d/b/a Smith Barney, No. C 05-1298 PJH (N.D. Cal.). In August 2008, the Court approved a $33 million settlement for the 2,411 members of the Settlement Class in a gender discrimination case against Smith Barney. Lieff Cabraser represented Female Financial Advisors who charged that Smith Barney, the retail brokerage unit of Citigroup, discriminated against them in account distributions, business leads, referral business, partnership opportunities, and other terms of employment. In addition to the monetary compensation, the settlement included comprehensive injunctive relief for four years designed to increase business opportunities and promote equality in compensation for female brokers.

10. Vedachalam v. Tata Consultancy Services, C 06-0963 CW (N.D. Cal.). Lieff Cabraser served as Co-Lead Counsel for 12,700 foreign nationals sent by the Indian conglomerate Tata to work in the U.S. After 7 years of hard-fought litigation, the District Court in July 2013 granted final approval to a $29.75 million settlement. The complaint charged that Tata breached the contracts of its non-U.S.-citizen employees by requiring them to sign over their federal and state tax refund checks to Tata, and by failing to pay its non-U.S.-citizen employees the monies promised to those


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employees before they came to the United States. In 2007 and again in 2008, the District Court denied Tata’s motions to compel arbitration of Plaintiffs’ claims in India. The Court held that no arbitration agreement existed because the documents purportedly requiring arbitration in India applied one set of rules to the Plaintiffs and another set to Tata. In 2009, the Ninth Circuit Court of Appeals affirmed this decision. In July 2011, the District Court denied in part Tata’s motion for summary judgment, allowing Plaintiffs’ legal claims for breach of contract and certain violations of California wage laws to go forward. In 2012, the District Court found that the plaintiffs satisfied the legal requirements for a class action and certified two classes.

11. Giannetto v. Computer Sciences Corporation, No. 03-CV-8201 (C.D. Cal.). In one of the largest overtime pay dispute settlements ever in the information technology industry, the Court approved a $24 million settlement with Computer Sciences Corporation in 2005. Plaintiffs charged that the global conglomerate had a common practice of refusing to pay overtime compensation to its technical support workers involved in the installation and maintenance of computer hardware and software in violation of the Fair Labor Standards Act, California’s Unfair Competition Law, and the wage and hour laws of 13 states.

12. Curtis-Bauer v. Morgan Stanley & Co., Case No. C-06-3903 (TEH). In October 2008, the Court approved a $16 million settlement in the class action against Morgan Stanley. The complaint charged that Morgan Stanley discriminated against African-American and Latino Financial Advisors and Registered Financial Advisor Trainees in the Global Wealth Management Group of Morgan Stanley in compensation and business opportunities. The settlement included comprehensive injunctive relief regarding account distributions, partnership arrangements, branch manager promotions, hiring, retention, diversity training, and complaint processing, among other things. The settlement also provided for the appointment of an independent Diversity Monitor and an independent Industrial Psychologist to effectuate the terms of the agreement.

13. Church v. Consolidated Freightways, No. C90-2290 DLJ (N.D. Cal.). Lieff Cabraser was the Lead Court-appointed Class Counsel in this class action on behalf of the exempt employees of Emery Air Freight, a freight forwarding company acquired by Consolidated Freightways in 1989. On behalf of the employee class, Lieff Cabraser prosecuted claims for violation of the Employee Retirement Income Security Act, the securities laws, and the Age Discrimination in Employment Act. The case settled in 1993 for $13.5 million.

14. Gerlach v. Wells Fargo & Co., No. C 05-0585 CW (N.D. Cal.). In January 2007, the Court granted final approval to a $12.8 million


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settlement of a class action suit by current and former business systems employees of Wells Fargo seeking unpaid overtime. Plaintiffs alleged that Wells Fargo illegally misclassified those employees, who maintained and updated Wells Fargo’s business tools according to others’ instructions, as “exempt” from the overtime pay requirements of federal and state labor laws.

15. Buccellato v. AT&T Operations, No. C10-00463-LHK (N.D. Cal.). Lieff Cabraser represented a group of current and former AT&T technical support workers who alleged that AT&T misclassified them as exempt and failed to pay them for all overtime hours worked, in violation of federal and state overtime pay laws. In June 2011, the Court approved a $12.5 million collective and class action settlement.

16. Buttram v. UPS, No. C-97-01590 MJJ (N.D. Cal.). Lieff Cabraser and several co-counsel represented a class of approximately 14,000 African-American part-time hourly employees of UPS’s Pacific and Northwest Regions alleging race discrimination in promotions and job advancement. In 1999, the Court approved a $12.14 million settlement of the action. Under the injunctive relief portion of the settlement, Class Counsel monitored the promotions of African-American part-time hourly employees to part-time supervisor and full-time package car drivers.

17. Goddard, et al. v. Longs Drug Stores Corporation, et al., No. RG04141291 (Cal. Supr. Ct.). Store managers and assistant store managers of Longs Drugs charged that the company misclassified them as exempt from overtime wages. Managers regularly worked in excess of 8 hours per day and 40 hours per week without compensation for their overtime hours. Following mediation, in 2005, Longs Drugs agreed to settle the claims for a total of $11 million. Over 1,000 current and former Longs Drugs managers and assistant managers were eligible for compensation under the settlement, over 98% of the class submitted claims.

18. Trotter v. Perdue Farms, No. C 99-893-RRM (JJF) (MPT) (D. Del.). Lieff Cabraser represented a class of chicken processing employees of Perdue Farms, Inc., one of the nation’s largest poultry processors, for wage and hour violations. The suit challenged Perdue’s failure to compensate its assembly line employees for putting on, taking off, and cleaning protective and sanitary equipment in violation of the Fair Labor Standards Act, various state wage and hour laws, and the Employee Retirement Income Security Act. Under a settlement approved by the Court in 2002, Perdue paid $10 million for wages lost by its chicken processing employees and attorneys’ fees and costs. The settlement was in addition to a $10 million settlement of a suit brought by the Department of Labor in the wake of Lieff Cabraser’s lawsuit.


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19. Gottlieb v. SBC Communications, No. CV-00-04139 AHM (MANx) (C.D. Cal.). With co-counsel, Lieff Cabraser represented current and former employees of SBC and Pacific Telesis Group (“PTG”) who participated in AirTouch Stock Funds, which were at one time part of PTG’s salaried and non-salaried savings plans. After acquiring PTG, SBC sold AirTouch, which PTG had owned, and caused the AirTouch Stock Funds that were included in the PTG employees’ savings plans to be liquidated. Plaintiffs alleged that in eliminating the AirTouch Stock Funds, and in allegedly failing to adequately communicate with employees about the liquidation, SBC breached its duties to 401k plan participants under the Employee Retirement Income Security Act. In 2002, the Court granted final approval to a $10 million settlement.

20. Ellis v. Costco Wholesale Corp., No. 04-03341-EMC (N.D. Cal.). Lieff Cabraser served as Co-Lead Counsel for current and former female employees who charged that Costco discriminated against women in promotion to management positions. In January 2007, the Court certified a class consisting of over 750 current and former female Costco employees nationwide who were denied promotion to General Manager or Assistant Manager since January 3, 2002. Costco appealed. In September 2011, the U.S. Court of Appeals for the Ninth Circuit remanded the case to the District Court to make class certification findings consistent with the U.S. Supreme Court’s ruling in Wal-Mart v. Dukes, 131 S.Ct. 2541 (2011). In September 2012, U.S. District Court Judge Edward M. Chen granted plaintiffs’ motion for class certification and certified two classes of over 1,250 current and former female Costco employees, one for injunctive relief and the other for monetary relief. On May 27, 2014, the Court approved an $8 million settlement.

21. In Re Farmers Insurance Exchange Claims Representatives’ Overtime Pay Litigation, MDL No. 1439 (D. Ore.). Lieff Cabraser and co-counsel represented claims representatives of Farmers’ Insurance Exchange seeking unpaid overtime. Lieff Cabraser won a liability phase trial on a classwide basis, and then litigated damages on an individual basis before a special master. The judgment was partially upheld on appeal. In August 2010, the Court approved an $8 million settlement.

22. Zuckman v. Allied Group, No. 02-5800 SI (N.D. Cal.). In September 2004, the Court approved a settlement with Allied Group and Nationwide Mutual Insurance Company of $8 million plus Allied/Nationwide’s share of payroll taxes on amounts treated as wages, providing plaintiffs a 100% recovery on their claims. Plaintiffs, claims representatives of Allied / Nationwide, alleged that the company misclassified them as exempt employees and failed to pay them and other claims representatives in California overtime wages for hours they worked in excess of eight hours or forty hours per week. In approving the settlement, U.S. District Court


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Judge Susan Illston commended counsel for their “really good lawyering” and stated that they did “a splendid job on this” case.

23. Thomas v. California State Automobile Association, No. CH217752 (Cal. Supr. Ct.). With co-counsel, Lieff Cabraser represented 1,200 current and former field claims adjusters who worked for the California State Automobile Association (“CSAA”). Plaintiffs alleged that CSAA improperly classified their employees as exempt, therefore denying them overtime pay for overtime worked. In May 2002, the Court approved an $8 million settlement of the case.

24. Higazi v. Cadence Design Systems, No. C 07-2813 JW (N.D. Cal.). In July 2008, the Court granted final approval to a $7.664 million settlement of a class action suit by current and former technical support workers for Cadence seeking unpaid overtime. Plaintiffs alleged that Cadence illegally misclassified its employees who install, maintain, or support computer hardware or software as “exempt” from the overtime pay requirements of federal and state labor laws.

25. Zaborowski v. MHN Government Services, No. 12-CV-05109-SI (N.D. Cal.) Lieff Cabraser represented current and former Military and Family Life Consultants (“MFLCs”) in a class action lawsuit against MHN Government Services, Inc. (“MHN”) and Managed Health Network, Inc., seeking overtime pay under the federal Fair Labor Standards Act and state laws. The complaint charged that MHN misclassified the MFLCs as independent contractors and as “exempt” from overtime and failed to pay them overtime pay for hours worked over 40 per week. In April 2013, the Court denied MHN’s motion to compel arbitration and granted plaintiff’s motion for conditional certification of a FLSA collective action. In December 2014, the U.S. Court of Appeals for the Ninth Circuit upheld the district court’s determination that the arbitration clause in MHN’s employee contract was procedurally and substantively unconscionable. MHN appealed to the United States Supreme Court.

MHN did not contest that its agreement had several unconscionable components; instead, it asked the Supreme Court to sever the unconscionable terms of its arbitration agreement and nonetheless send the MFLCs’ claims to arbitration. The Supreme Court granted MHN’s petition for certiorari on October 1, 2015, and was scheduled to hear the case in the 2016 spring term in MHN Gov’t Servs., Inc. v. Zaborowski, No. 14-1458. While the matter was pending before the Supreme Court, an arbitrator approved a class settlement in the matter, which resulted in payment of $7,433,109.19 to class members.

26. Sandoval v. Mountain Center, Inc., et al., No. 03CC00280 (Cal. Supr. Ct.). Cable installers in California charged that defendants owed them overtime wages, as well as damages for missed meal and rest breaks


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and reimbursement for expenses incurred on the job. In 2005, the Court approved a $7.2 million settlement of the litigation, which was distributed to the cable installers who submitted claims.

27. Martin v. Bohemian Club, No. SCV-258731(Cal. Supr. Ct.). Lieff Cabraser and co-counsel represented a class of approximately 659 individuals who worked seasonally as camp valets for the Bohemian Club. Plaintiffs alleged that they had been misclassified as independent contractors, and thus were not paid for overtime or meal-and-rest breaks as required under California law. The Court granted final approval of a $7 million settlement resolving all claims in September 2016.

28. Lewis v. Wells Fargo, No. 08-cv-2670 CW (N.D. Cal.). Lieff Cabraser served as Lead Counsel on behalf of approximately 330 I/T workers who alleged that Wells Fargo had a common practice of misclassifying them as exempt and failing to pay them for all overtime hours worked in violation of federal and state overtime pay laws. In April 2011, the Court granted collective action certification of the FLSA claims and approved a $6.72 million settlement of the action.

29. Kahn v. Denny’s, No. BC177254 (Cal. Supr. Ct.). Lieff Cabraser brought a lawsuit alleging that Denny’s failed to pay overtime wages to its General Managers and Managers who worked at company-owned restaurants in California. The Court approved a $4 million settlement of the case in 2000.

30. Wynne v. McCormick & Schmick’s Seafood Restaurants, No. C 06-3153 CW (N.D. Cal.). In August 2008, the Court granted final approval to a settlement valued at $2.1 million, including substantial injunctive relief, for a class of African American restaurant-level hourly employees. The consent decree created hiring benchmarks to increase the number of African Americans employed in front of the house jobs (e.g., server, bartender, host/hostess, waiter/waitress, and cocktail server), a registration of interest program to minimize discrimination in promotions, improved complaint procedures, and monitoring and enforcement mechanisms.

31. Sherrill v. Premera Blue Cross, No. 2:10-cv-00590-TSZ (W.D. Wash.). In April 2010, a technical worker at Premera Blue Cross filed a lawsuit against Premera seeking overtime pay from its misclassification of technical support workers as exempt. In June 2011, the Court approved a collective and class action settlement of $1.45 million.

32. Holloway v. Best Buy, No. C05-5056 PJH (N.D. Cal.). Lieff Cabraser, with co-counsel, represented a class of current employees of Best Buy that alleged Best Buy stores nationwide discriminated against women, African Americans, and Latinos. The complaint charged that these employees


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were assigned to less desirable positions and denied promotions, and that class members who attained managerial positions were paid less than white males. In November 2011, the Court approved a settlement of the class action in which Best Buy agreed to changes to its personnel policies and procedures that will enhance the equal employment opportunities of the tens of thousands of women, African Americans, and Latinos employed by Best Buy nationwide.

33. Lyon v. TMP Worldwide, No. 993096 (Cal. Supr. Ct.). Lieff Cabraser served as Class Counsel for a class of certain non-supervisory employees in an advertising firm. The settlement, approved in 2000, provided almost a 100% recovery to class members. The suit alleged that TMP failed to pay overtime wages to these employees.

34. Lusardi v. McHugh, Secretary of the Army, No. 0120133395 (U.S. EEOC). Lieff Cabraser and the Transgender Law Center represent Tamara Lusardi, a transgender civilian software specialist employed by the U.S. Army. In a groundbreaking decision in April 2015, the Equal Employment Opportunity Commission reversed a lower agency decision and held that the employer subjected Lusardi to disparate treatment and harassment based on sex in violation of Title VII of the Civil Rights Act of 1964 when (1) the employer restricted her from using the common female restroom (consistent with her gender identity) and (2) a team leader intentionally and repeatedly referred to her by male pronouns and made hostile remarks about her transition and gender.

Lieff Cabraser attorneys have had experience representing employees in additional cases, including cases involving race, gender, sexual orientation, gender identity, and age discrimination; False Claims Act (whistleblower) claims; breach of contract claims; unpaid wages or exempt misclassification (wage/hour) claims; pension plan abuses under ERISA; and other violations of the law. For example, as described in the Antitrust section of this resume, Lieff Cabraser serves as plaintiffs’ Co-Lead Counsel in a class action charging that Adobe Systems Inc., Apple Inc., Google Inc., and Intel Corporation violated antitrust laws by conspiring to suppress the wages of certain salaried employees.

Lieff Cabraser is currently investigating charges of discrimination, wage/hour violations, and wage suppression claims against several companies. In addition, our attorneys frequently write amicus briefs on cutting-edge legal issues involving employment law.

In 2015, The Recorder named Lieff Cabraser’s employment group as a Litigation Department of the Year in the category of California Labor and Employment Law. The Litigation Department of the Year awards recognize “California litigation practices that deliver standout results on their clients’ most critical matters.” The Recorder editors consider the degree of difficulty, dollar value and importance of each matter to the client; the depth and breadth of the practice; and the use of innovative approaches.


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U.S. News and Best Lawyers selected Lieff Cabraser as a 2013 national “Law Firm of the Year” in the category of Employment Law – Individuals. U.S. News and Best Lawyers ranked firms nationally in 80 different practice areas based on extensive client feedback and evaluations from 70,000 lawyers nationwide. Only one law firm in the U.S. in each practice area receives the “Law Firm of the Year” designation.

Benchmark Plaintiff, a guide to the nation’s leading plaintiffs’ firms, has given Lieff Cabraser’s employment practice group a Tier 1 national ranking, its highest rating. The Legal 500 guide to the U.S. legal profession has recognized Lieff Cabraser as having one of the leading plaintiffs’ employment practices in the nation for the past four years.

Kelly M. Dermody chairs the firm’s employment practice group and leads the firm’s employment cases. She also serves as Managing Partner of Lieff Cabraser’s San Francisco office.

In 2015, the College of Labor and Employment Lawyers named Ms. Dermody a Fellow.

Nomination to the College is by ones colleagues only, and recognizes those lawyers who have demonstrated sustained and exceptional services to their clients, bar, bench, and public, and the highest level of character, integrity, professional expertise, and leadership.

The Daily Journal has selected Ms. Dermody as one of the top 100 attorneys in California (2012-2015), top 75 labor and employment lawyers in California (2011-2015), and top 100 women litigators in California (2007, 2010, 2012-2016). She has been named a Northern California “Super Lawyer” every year since 2004, including being named a “Top 10 Lawyer” in 2014.

Since 2010, Ms. Dermody has annually been recognized by her peers for inclusion in TheBest Lawyers in America in the fields of Employment Law – Individuals and Litigation – Labor and Employment. In 2014, she was named “Lawyer of the Year” by Best Lawyers in the category of Employment Law – Individuals in San Francisco. In 2007, California Lawyer magazine awarded Ms. Dermody its prestigious California Lawyer Attorney of the Year (CLAY) Award.

IV. Consumer Protection

A. Current Cases

1. In re Arizona Theranos, Inc. Litigation, No. 2:16-cv-2138-HRH (D. Ariz.). This class action alleges that Walgreens and startup company Theranos Inc. (along with its two top executives) committed fraud and battery by prematurely marketing to consumers blood testing services that were still in-development, not ready-for-market, and dangerously unreliable. Hundreds of thousands of consumers in Arizona and California submitted to these “testing” services and blood draws under false pretenses. Consumers also made major health decisions (including taking actions and medication, and refraining from taking actions and medications) in reliance on these unreliable tests. Plaintiffs allege that


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Walgreens’ and Theranos’ conduct violates Arizona and California consumer protection statutes and common law.

2. Fiat Chrysler Dodge Jeep Ecodiesel Litigation, 17-MD-02777-EMC. Lieff Cabraser represents owners and lessors of affected Fiat Chrysler vehicles in litigation accusing Fiat Chrysler of using secret software to allow excess emissions in violation of the law for at least 104,000 2014-2016 model year diesel vehicles, including Jeep Grand Cherokees and Dodge Ram 1500 trucks with 3-liter diesel engines sold in the United States from late 2013 through 2016 (model years 2014, 2015, and 2016). In June 2017, Judge Edward M. Chen of the Northern District of California named Elizabeth Cabraser sole Lead Counsel for Plaintiffs and Chair of the Plaintiffs’ Steering Committee for consolidated litigation of the case.

3. In Re: General Motors Corp. Air Conditioning Marketing and Sales Practices Litigation, MDL No. 2818 (E.D. Mich.). Lieff Cabraser serves as Co-Lead Plaintiffs’ Counsel in a consumer fraud class action MDL against General Motors Company consolidated in Michigan federal court on behalf of all persons who purchased or leased certain GM vehicles equipped with an allegedly defective air conditioning systems. The lawsuit claims the vehicles have a serious defect that causes the air conditioning systems to crack and leak refrigerant, lose pressure, and fail to function properly to provide cooled air into the vehicles. These failures lead owners and lessees to incur significant costs for repair, often successive repairs as the repaired parts prove defective as well. The complaint lists causes of action for violations of various states’ Consumer Protection Acts, fraudulent concealment, breach of warranty, and unjust enrichment, and seeks declaratory and injunctive relief, including an order requiring GM to permanently repair the affected vehicles within a reasonable time period, as well as compensatory, exemplary, and statutory damages.

4. In re Checking Account Overdraft Litigation, MDL No. 2036 (S.D. Fl.). Lieff Cabraser serves on the Plaintiffs’ Executive Committee (“PEC”) in Multi-District Litigation against 35 banks, including Bank of America, Chase, Citizens, PNC, Union Bank, and U.S. Bank. The complaints alleged that the banks entered debit card transactions from the “largest to the smallest” to draw down available balances more rapidly and maximize overdraft fees. In March 2010, the Court denied defendants’ motions to dismiss the complaints. The Court has approved nearly $1 billion in settlements with the banks.

In November 2011, the Court granted final approval to a $410 million settlement of the case against Bank of America. Lieff Cabraser was the lead plaintiffs’ law firm on the PEC that prosecuted the case against Bank


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of America. In approving the settlement with Bank of America, U.S. District Court Judge James Lawrence King stated, “This is a marvelous result for the members of the class.” Judge King added, “[B]ut for the high level of dedication, ability and massive and incredible hard work by the Class attorneys . . . I do not believe the Class would have ever seen . . . a penny.”

In September 2012, the Court granted final approval to a $35 million of the case against Union Bank. In approving the settlement, Judge King again complimented plaintiffs’ counsel for their outstanding work and effort in resolving the case: “The description of plaintiffs’ counsel, which is a necessary part of the settlement, is, if anything, understated. In my observation of the diligence and professional activity, it’s superb. I know of no other class action case anywhere in the country in the last couple of decades that’s been handled as efficiently as this one has, which is a tribute to the lawyers.”

5. Hale, et al. v. State Farm Mut. Auto. Ins. Co., et al., Case No. 3:12-cv-00660-DRH-SCW. In 1997, Lieff Cabraser and co-counsel filed a class action in Illinois state court, accusing State Farm of approving the use of lower-quality non-original equipment manufacturer (non-OEM) automotive parts for repairs to the vehicles of more than 4 million State Farm policyholders, contrary to the company’s policy language. Plaintiffs won a verdict of more than nearly $1.2 billion that included $600 million in punitive damages. The state appeals court affirmed the judgment, but reduced it slightly to $1.05 billion. State Farm appealed to the Illinois Supreme Court in May 2013.

A two-plus-year delay in that Court’s decision led to a vacancy in the Illinois Supreme Court. Plaintiffs alleged that State Farm recruited a little-known trial judge, Judge Lloyd A. Karmeier, to run for the vacant Supreme Court seat, and then managed his campaign behind the scenes, and secretly funded it to the tune of almost $4 million. Then, after Justice Karmeier was elected, State Farm hid its involvement in his campaign to ensure that Justice Karmeier could participate in the pending appeal of the $1.05 billion judgment. State Farm’s scheme was successful: Justice Karmeier joined the otherwise “deadlocked” deliberations and voted to decertify the class and overturn the judgment.

In a 2012 lawsuit filed in federal court, Plaintiffs alleged that this secretive scheme to seat a sympathetic justice—and then to lie about it, so as secure that justice’s participation in the pending appeal—violated the Racketeer Influenced and Corrupt Organization Act (“RICO”), and deprived Plaintiffs of their interest in the billion-dollar judgment. Judge David R. Herndon certified the class in October 2016, and the Seventh Circuit denied State Farm’s petition to appeal the ruling in December 2016 and


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again in May 2017. On August 21, 2018, Judge David R. Herndon issued two new Orders favorable to plaintiffs relating to evidence and testimony to be included in the trial. On September 4, 2018, the day the trial was to begin, Judge Herndon gave preliminary approval to a $250 million settlement of the case, and on December 13, 2018, Judge Herndon gave the settlement final approval.

6. Carrollton Family Clinic, LLC, et al. v. eClinicalWorks, LLC, No. 17-cv-12530-RGS (E.D. Mass.). Lieff Cabraser represents healthcare providers in a class action lawsuit against eClinicalWorks, LLC, a provider of electronic health record (“EHR”) software. According to the complaint, a critical component of eClinicalWorks’ products and services relating to Electronic Health Records (“EHR”) are its guarantees to client healthcare providers that its products meet certain federal standards by, for example, using a government-approved code set for electronically-transmitted prescriptions (“ePrescriptions”) and ensuring that patient records can be transferred easily and accurately.

eClinicalWorks’ customers claim the company’s software failed to meet these and other requirements for years. In May 2017, eClinicalWorks paid $155 million and entered into a Corporate Integrity Agreement to settle a lawsuit by the United States and a qui tam relator based in part on these same false statements, but that settlement does not call for any compensatory payments to the customers harmed by eClinicalWorks’ misconduct and its customers have not been made whole for their losses, including payments to eClinicalWorks that should be refunded, out-of-pocket costs, and, in some cases, lost or forfeited incentive payments made by government programs.

7. Dover v. British Airways, Case No. 1:12-cv-05567 (E.D.N.Y.). Lieff Cabraser represents participants in British Airways’ (“BA”) frequent flyer program, known as the Executive Club, in a breach of contract class action lawsuit. BA imposes a very high “fuel surcharge,” often in excess of $500, on Executive Club reward tickets. Plaintiffs alleged that the “fuel surcharge” was not based upon the price of fuel, and that it therefore violated the terms of the contract. The case was heavily litigated for five years, and settled on the verge of trial for a $42.5 million common fund. Class members have the choice of a cash refund or additional flyer miles based on the number of tickets redeemed during the class period. If all class members claim the miles instead of the cash, the total settlement value will be up to $63 million. U.S. Magistrate Judge Cheryl Pollak signed off on the settlement on May 30, 2018: “In light of the court’s experience throughout the course of this litigation — and particularly in light of the contentiousness of earlier proceedings, the inability of the parties to settle during previous mediation attempts and the parties’ initial positions when they appeared for the settlement conferences with


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the court — the significant benefit that the settlement will provide to class members is remarkable.”

8. Telephone Consumer Protection Act Litigation. Lieff Cabraser serves as a leader in nationwide Telephone Consumer Protection Act (“TCPA”) class actions challenging abusing and harassing automated calls. Based on Lieff Cabraser’s experience and expertise in these cases, Judge Amy J. St. Eve appointed Lieff Cabraser as lead counsel in consolidated TCPA class actions against State Farm. Smith v. State Farm Mut. Auto. Ins. Co., 301 F.R.D. 284 (N.D. Ill. 2014). Lieff Cabraser also maintains leadership roles in ongoing nationwide class actions against American Express (Ossola v. American Express Co., et al., Case No. 1:13-CV-4836 (N.D. Ill)), DirecTV (Brown v. DirecTV LLC, Case No. 2:13-cv-01170-DMG-E (C.D. Cal.)), National Grid (Jenkins v. National Grid USA, et al., Case No. 2:15-cv-01219-JS-GRB (E.D.N.Y.), and several other companies that make automated debt-collection or telemarketing calls.

9. Rushing v. The Walt Disney Company, et al., Case No. 3:17-cv-4419 (N.D. Cal.); Rushing v. Viacom, Inc., et al., Case No. 3:17-cv-4492 (N.D. Cal.); McDonald, et al. v. Kiloo Aps, et al., Case No. Case No. 3:17-cv-4344 (N.D. Cal.). Lieff Cabraser represents parents, on behalf of their children, in federal class action litigation against numerous online game and app producers including Disney, Viacom, and the makers of the vastly popular Subway Surfers game (Kiloo), over allegations the companies unlawfully collected, used, and disseminated the personal information of children who played the gaming apps on smart phones, tablets, and other mobile device. The actions are proceeding under time-honored laws protecting privacy: a California common law invasion of privacy claim, a California Constitution right of privacy claim, a California unfair competition claim, a New York General Business Law claim, a Massachusetts Unfair and Deceptive Trade Practices claim, and a Massachusetts statutory right to privacy claim.

10. The People of the State of California v. J.C. Penny Corporation, Inc., Case No. BC643036 (Los Angeles County Sup. Ct); The People of the State of California v. Kohl's Department Stores, Inc., Case No. BC643037 (Los Angeles County Sup. Ct); The People of the State of California v. Macy's, Inc., Case No. BC643040 (Los Angeles County Sup. Ct); The People of the State of California v. Sears, Roebuck and Co., et al., Case No. BC643039 (Los Angeles County Sup. Ct). Working with the office of the Los Angeles City Attorney, Lieff Cabraser and co-counsel represent the People of California in consumer fraud and false advertising civil enforcement actions against national retailers J.C. Penney, Kohl’s, Macy’s, and Sears alleging that each of these companies has pervasively used “false reference pricing” schemes —


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whereby the companies advertise products at a purported “discount” from false “original” or “regular” prices — to mislead customers into believing they are receiving bargains. Because such practices are misleading — and effective — California law prohibits them. The suits seek civil penalties and injunctive relief. The cases are ongoing.

11. Cody v. SoulCycle, Inc., Case No. 2:15-cv-06457 (C.D. Cal.). Lieff Cabraser represents consumers in a class action lawsuit alleging that indoor cycling fitness company SoulCycle sells illegally expiring gift certificates. The suit alleges that SoulCycle defrauded customers by forcing them to buy gift certificates with short enrollment windows and keeping the expired certificates' unused balances in violation of the U.S. Electronic Funds Transfer Act and California’s Unfair Competition Law, and seeks reinstatement of expired classes or customer reimbursements as well as policy changes. In October of 2017, U.S. District Judge Michael W. Fitzgerald granted final approval to a settlement of the litigation valued between $6.9 million and $9.2 million that provides significant economic consideration to settlement class members as well as meaningful changes to SoulCycle's business practices.

12. Moore v. Verizon Communications, No. 09-cv-01823-SBA (N.D. Cal.); Nwabueze v. AT&T, No. 09-cv-1529 SI (N.D. Cal.); Terry v. Pacific Bell Telephone Co., No. RG 09 488326 (Alameda County Sup. Ct.). Lieff Cabraser, with co-counsel, represents nationwide classes of landline telephone customers subjected to the deceptive business practice known as “cramming.” In this practice, a telephone company bills customers for unauthorized third-party charges assessed by billing aggregators on behalf of third-party providers. A U.S. Senate committee has estimated that Verizon, AT&T, and Qwest place 300 million such charges on customer bills each year (amounting to $2 billion in charges), many of which are unauthorized. Various sources estimate that 90-99% of third-party charges are unauthorized. Both Courts have granted preliminary approval of settlements that allow customers to receive 100% refunds for all unauthorized charges from 2005 to the present, plus extensive injunctive relief to prevent cramming in the future. The Nwabueze and Terry cases are ongoing.

13. James v. UMG Recordings, Inc., No. CV-11-1613 (N.D. Cal); Zombie v. UMG Recordings, Inc., No. CV-11-2431 (N.D. Cal). Lieff Cabraser and its co-counsel represent music recording artists in a proposed class action against Universal Music Group. Plaintiffs allege that Universal failed to pay the recording artists full royalty income earned from customers’ purchases of digitally downloaded music from vendors such as Apple iTunes. The complaint alleges that Universal licenses plaintiffs’ music to digital download providers, but in its accounting of the royalties plaintiffs have earned, treats such licenses as


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“records sold” because royalty rate for “records sold” is lower than the royalty rate for licenses. Plaintiffs legal claims include breach of contract and violation of California unfair competition laws. In November 2011 the Court denied defendant’s motion to dismiss plaintiffs’ unfair competition law claims.

14. White v. Experian Information Solutions, No. 05-CV-1070 DOC (C.D. Cal.). In 2005, plaintiffs filed nationwide class action lawsuits on behalf of 750,000 claimants against the nation’s three largest repositories of consumer credit information, Experian Information Solutions, Inc., Trans Union, LLC, and Equifax Information Services, LLC. The complaints charged that defendants violated the Fair Credit Reporting Act (“FCRA”) by recklessly failing to follow reasonable procedures to ensure the accurate reporting of debts discharged in bankruptcy and by refusing to adequately investigate consumer disputes regarding the status of discharged accounts. In April 2008, the District Court approved a partial settlement of the action that established an historic injunction. This settlement required defendants comply with detailed procedures for the retroactive correction and updating of consumers’ credit file information concerning discharged debt (affecting one million consumers who had filed for bankruptcy dating back to 2003), as well as new procedures to ensure that debts subject to future discharge orders will be similarly treated. As noted by the District Court, “Prior to the injunctive relief order entered in the instant case, however, no verdict or reported decision had ever required Defendants to implement procedures to cross-check data between their furnishers and their public record providers.” In 2011, the District Court approved a $45 million settlement of the class claims for monetary relief. In April 2013, the Court of Appeals for the Ninth Circuit reversed the order approving the monetary settlement and remanded the case for further proceedings.

15. Healy v. Chesapeake Appalachia, No. 1:10cv00023 (W.D. Va.); Hale v. CNX Gas, No. 1:10cv00059 (W.D. Va.); Estate of Holman v. Noble Energy, No. 03 CV 9 (Dist. Ct., Co.); Droegemueller v. Petroleum Development Corporation, No. 07 CV 2508 JLK (D. Co.); Anderson v. Merit Energy Co., No. 07 CV 00916 LTB (D. Co.); Holman v. Petro-Canada Resources (USA), No. 07 CV 416 (Dist. Ct., Co.). Lieff Cabraser serves as Co-Lead Counsel in several cases pending in federal court in Virginia, in which plaintiffs allege that certain natural gas companies improperly underpaid gas royalties to the owners of the gas. In one case that recently settled, the plaintiffs recovered approximately 95% of the damages they suffered. Lieff Cabraser also achieved settlements on behalf of natural gas royalty owners in five other class actions outside Virginia. Those settlements -- in which class members recovered between 70% and 100% of their damages, excluding interest -- were valued at more than $160 million.


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16. Adkins v. Morgan Stanley, No. 12 CV 7667 (S.D.N.Y.). Five African-American residents from Detroit, Michigan, joined by Michigan Legal Services, have brought a class action lawsuit against Morgan Stanley for discrimination in violation of the Fair Housing Act and other civil rights laws. The plaintiffs charge that Morgan Stanley actively ensured the proliferation of high-cost mortgage loans with specific risk factors in order to bundle and sell mortgage-backed securities to investors. The lawsuit is the first to seek to hold a bank in the secondary market accountable for the adverse racial impact of such policies and conduct. Plaintiffs seek certification of the case as a class action for as many as 6,000 African-Americans homeowners in the Detroit area who may have suffered similar discrimination. Lieff Cabraser serves as plaintiffs’ counsel with the American Civil Liberties Union, the ACLU of Michigan, and the National Consumer Law Center.

17. Marcus A. Roberts et al. v. AT&T Mobility LLC, No. 3:15-cv-3418 (N.D. Cal.). Lieff Cabraser represents consumers in a proposed class action lawsuit against AT&T claiming that AT&T falsely advertised that its “unlimited” mobile phone plans provide “unlimited” data, while purposefully failing to disclose that it regularly “throttles” (i.e., intentionally slows) customers’ data speed once they reach certain data usage thresholds. The lawsuit also challenges AT&T’s attempts to force consumers into non-class arbitration, claiming that AT&T’s arbitration clause in its Wireless Customer Agreement violates consumers’ fundamental constitutional First Amendment right to petition courts for a redress of grievances.

B. Successes

1. In re Volkswagen ‘Clean Diesel’ Marketing, Sales Practices, and Products Liability Litigation, MDL No. 2672 (N.D. Cal.). In September of 2015, the U.S. Environmental Protection Agency issued a Notice of Violation to Volkswagen relating to 475,000 diesel-powered cars in the United States sold since 2008 under the VW and Audi brands on which VW installed “cheat device” software that intentionally changed the vehicles’ emissions production during official testing. Only when the programming detected that the vehicles were undergoing official emissions testing did the cars turn on their full emission control systems. The controls were turned off during actual road use, producing up to 40x more pollutants than the testing amounts in an extraordinary violation of U.S. clean air laws.

Private vehicle owners, state governments, agencies, and attorneys general, as well as federal agencies, all sought compensation and relief from VW through litigation in U.S. courts. More than 1,000 individual civil cases and numerous accompanying government claims were


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consolidated in federal court in Northern California, and U.S. District Judge Charles R. Breyer appointed Lieff Cabraser founding partner Elizabeth Cabraser as Lead Counsel and Chair of the 22-member Plaintiffs Steering Committee in February of 2016.

After nine months of intensive negotiation and extraordinary coordination led on the class plaintiffs’ side by Elizabeth Cabraser, a set of interrelated settlements totaling $14.7 billion were given final approval by Judge Breyer on October 25, 2016. The settlements offer owners and lessees of Volkswagen and Audi 2.0-liter diesel vehicles substantial compensation through buybacks and lease terminations, government-approved emissions modifications, and cash payments, while fixing or removing these polluting vehicles from the road. On May 11, 2017, a further settlement with a value of at least $1.2 billion relating to VW’s 3.0-liter engine vehicles received final approval. This deal offers a combination of a projected emissions modification or buybacks for older 3.0-liter models. If a government-approved modification can’t be found, VW will have to buy back all the vehicles, which could increase its costs for the 3.0-liter model settlement to as much as $4 billion.

The consumer class settlements have garnered overwhelming approval and response. Over 380,000 diesel owners have already signed up for the settlement, most doing so even before final approval was granted by Judge Breyer, who is overseeing all federal “clean diesel” litigation.

The Volkswagen emissions settlement is one of the largest payments in American history and the largest known consumer class settlement. It exemplifies the best of the American judicial system, illustrating the resolution of a significant portion of one of the most massive multidistrict class actions at what Law360 referred to as “lightning speed.” The settlements are unprecedented also for their scope and complexity, involving the Department of Justice, Environmental Protection Agency (EPA), California Air Resources Board (CARB) and California Attorney General, the Federal Trade Commission (FTC) and private plaintiffs.

2. Williamson v. McAfee, Inc., No. 14-cv-00158-EJD (N.D. Cal.). This nationwide class action alleged that McAfee falsely represented the prices of its computer anti-virus software to customers enrolled in its “auto-renewal” program. Plaintiffs alleged that McAfee: (a) offers non-auto-renewal subscriptions at stated “discounts” from a “regular” sales price; however, the stated discounts are false because McAfee does not ever sell subscriptions at the stated “regular” price to non-auto-renewal customers; and (b) charges the auto-renewal customers the amount of the false “regular” sales price, claiming it to be the “current” regular price even though it does not sell subscriptions at that price to any other customer. Plaintiffs alleged that McAfee’s false reference price scheme


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violated California’s and New York’s unfair competition and false advertising laws. In 2017, a class settlement was approved that included monetary payments to claimants and practice changes.

3. Hansell v. TracFone Wireless, No. 13-cv-3440-EMC (N.D. Cal.); Blaqmoor v. TracFone Wireless, No. 13-cv-05295-EMC (N.D. Cal.); Gandhi v. TracFone Wireless, No. 13-cv-05296-EMC (N.D. Cal.). In January 2015, Michael W. Sobol, the chair of Lieff Cabraser’s consumer protection practice group, announced that consumers nationwide who purchased service plans with “unlimited data” from TracFone Wireless, Inc., were eligible to receive payments under a $40 million settlement of a series of class action lawsuits. One of the nation’s largest wireless carriers, TracFone uses the brands Straight Talk, Net10, Telcel America, and Simple Mobile to sell mobile phones with prepaid wireless plans at Walmart and other retail stores nationwide. The class action alleged that TracFone falsely advertised its wireless mobile phone plans as providing “unlimited data,” while actually maintaining monthly data usage limits that were not disclosed to customers. It further alleged that TracFone regularly throttled (i.e. significantly reduces the speed of) or terminated customers’ data plans pursuant to the secret limits. Approved by the Court in July 2015, the settlement permanently enjoins TracFone from making any advertisement or other representation about amount of data its cell phone plans offer without disclosing clearly and conspicuously all material restrictions on the amount and speed of the data plan. Further, TracFone and its brands may not state in their advertisements and marketing materials that any plan provides “unlimited data” unless there is also clear, prominent, and adjoining disclosure of any applicable throttling caps or limits. The litigation is notable in part because, following two years of litigation by class counsel, the Federal Trade Commission joined the litigation and filed a Consent Order with TracFone in the same federal court where the class action litigation is pending. All compensation to consumers will be provided through the class action settlement.

4. Gutierrez v. Wells Fargo Bank, No. C 07-05923 WHA (N.D. Cal.). Following a two week bench class action trial, U.S. District Court Judge William Alsup in August 2010 issued a 90-page opinion holding that Wells Fargo violated California law by improperly and illegally assessing overdraft fees on its California customers and ordered $203 million in restitution to the certified class. Instead of posting each transaction chronologically, the evidence presented at trial showed that Wells Fargo deducted the largest charges first, drawing down available balances more rapidly and triggering a higher volume of overdraft fees.

Wells Fargo appealed. In December 2012, the Appellate Court issued an opinion upholding and reversing portions of Judge Alsup’s order, and


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remanded the case to the District Court for further proceedings. In May 2013, Judge Alsup reinstated the $203 million judgment against Wells Fargo and imposed post-judgment interest bringing the total award to nearly $250 million. On October 29, 2014, the Appellate Court affirmed the Judge Alsup’s order reinstating the judgment.

For his outstanding work as Lead Trial Counsel and the significance of the case, California Lawyer magazine recognized Richard M. Heimann with a California Lawyer Attorney of the Year (CLAY) Award. In addition, the Consumer Attorneys of California selected Mr. Heimann and Michael W. Sobol as Finalists for the Consumer Attorney of the Year Award for their success in the case.

In reviewing counsel’s request for attorneys’ fees, Judge Alsup stated on May 21, 2015: “Lieff, Cabraser, on the other hand, entered as class counsel and pulled victory from the jaws of defeat. They bravely confronted several obstacles including the possibility of claim preclusion based on a class release entered in state court (by other counsel), federal preemption, hard-fought dispositive motions, and voluminous discovery. They rescued the case [counsel that originally filed] had botched and secured a full recovery of $203 million in restitution plus injunctive relief. Notably, Attorney Richard Heimann’s trial performance ranks as one of the best this judge has seen in sixteen years on the bench. Lieff, Cabraser then twice defended the class on appeal. At oral argument on the present motion, in addition to the cash restitution, Wells Fargo acknowledged that since 2010, its posting practices changed nationwide, in part, because of the injunction. Accordingly, this order allows a multiplier of 5.5 mainly on account of the fine results achieved on behalf of the class, the risk of non-payment they accepted, the superior quality of their efforts, and the delay in payment.”

5. Kline v. The Progressive Corporation, Circuit No. 02-L-6 (Circuit Court of the First Judicial Circuit, Johnson County, Illinois). Lieff Cabraser served as settlement class counsel in a nationwide consumer class action challenging Progressive Corporation’s private passenger automobile insurance sales practices. Plaintiffs alleged that the Progressive Corporation wrongfully concealed from class members the availability of lower priced insurance for which they qualified. In 2002, the Court approved a settlement valued at approximately $450 million, which included both cash and equitable relief. The claims program, implemented upon a nationwide mail and publication notice program, was completed in 2003.

6. Catholic Healthcare West Cases, JCCP No. 4453 (Cal. Supr. Ct.). Plaintiff alleged that Catholic Healthcare West (“CHW”) charged uninsured patients excessive fees for treatment and services, at rates far


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higher than the rates charged to patients with private insurance or on Medicare. In January 2007, the Court approved a settlement that provides discounts, refunds and other benefits for CHW patients valued at $423 million. The settlement requires that CHW lower its charges and end price discrimination against all uninsured patients, maintain generous charity case policies allowing low-income and uninsured patients to receive free or heavily discounted care, and protect uninsured patients from unfair collections practices. Lieff Cabraser served as Lead Counsel in the coordinated action.

7. In re Neurontin Marketing and Sales Practices Litigation, MDL No. 1629 (D. Mass.). Lieff Cabraser served on the Plaintiffs’ Steering Committee in multidistrict litigation arising out of the sale and marketing of the prescription drug Neurontin, manufactured by Parke-Davis, a division of Warner-Lambert Company, which was later acquired by Pfizer, Inc. Lieff Cabraser served as co-counsel to Kaiser Foundation Health Plan, Inc. and Kaiser Foundation Hospitals (“Kaiser”) in Kaiser’s trial against Pfizer in the litigation. On March 25, 2010, a federal court jury determined that Pfizer violated a federal antiracketeering law by promoting its drug Neurontin for unapproved uses and found Pfizer must pay Kaiser damages up to $142 million. At trial, Kaiser presented evidence that Pfizer knowingly marketed Neurontin for unapproved uses without proof that it was effective. Kaiser said it was misled into believing neuropathic pain, migraines, and bipolar disorder were among the conditions that could be treated effectively with Neurontin, which was approved by the FDA as an adjunctive therapy to treat epilepsy and later for post-herpetic neuralgia, a specific type of neuropathic pain. In November 2010, the Court issued Findings of Fact and Conclusions of Law on Kaiser’s claims arising under the California Unfair Competition Law, finding Pfizer liable and ordering that it pay restitution to Kaiser of approximately $95 million. In April 2013, the First Circuit Court of Appeals affirmed both the jury’s and the District Court’s verdicts. In November 2014, the Court approved a $325 million settlement on behalf of a nationwide class of third party payors.

8. Sutter Health Uninsured Pricing Cases, JCCP No. 4388 (Cal. Supr. Ct.). Plaintiffs alleged that they and a Class of uninsured patients treated at Sutter hospitals were charged substantially more than patients with private or public insurance, and many times above the cost of providing their treatment. In December 2006, the Court granted final approval to a comprehensive and groundbreaking settlement of the action. As part of the settlement, Class members were entitled to make a claim for refunds or deductions of between 25% to 45% from their prior hospital bills, at an estimated total value of $276 million. For a three year period, Sutter agreed to provide discounted pricing policies for uninsureds. In addition, Sutter agreed to maintain more compassionate collections policies that


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will protect uninsureds who fall behind in their payments. Lieff Cabraser served as Lead Counsel in the coordinated action.

9. Citigroup Loan Cases, JCCP No. 4197 (San Francisco Supr. Ct., Cal.). In 2003, the Court approved a settlement that provided approximately $240 million in relief to former Associates’ customers across America. Prior to its acquisition in November 2000, Associates First Financial, referred to as The Associates, was one of the nation’s largest “subprime” lenders. Lieff Cabraser represented former customers of The Associates charging that the company added unwanted and unnecessary insurance products onto mortgage loans and engaged in improper loan refinancing practices. Lieff Cabraser served as nationwide Plaintiffs’ Co-Liaison Counsel.

10. Telephone Consumer Protection Act Litigation. Lieff Cabraser has spearheaded a series of groundbreaking class actions under the Telephone Consumer Protection Act (“TCPA”), which prohibits abusive telephone practices by lenders and marketers, and places strict limits on the use of autodialers to call or send texts to cell phones. The settlements in these cases have collectively put a stop to millions of harassing calls by debt collectors and others and resulted in the recovery by consumers across America of over $300 million.

In 2012, Lieff Cabraser achieved a $24.15 million class settlement with Sallie Mae – the then-largest settlement in the history of the TCPA. See Arthur v. Sallie Mae, Inc., No. C10-0198 JLR, 2012 U.S. Dist. LEXIS 132413 (W.D. Wash. Sept. 17, 2012). In subsequent cases, Lieff Cabraser and co-counsel eclipsed this record, including a $32,083,905 settlement with Bank of America (Duke v. Bank of America, No. 5:12-cv-04009-EJD (N.D. Cal.)), a $39,975,000 settlement with HSBC (Wilkins v. HSBC Bank Nev., N.A., Case No. 14-cv-190 (N.D. Ill.)), and a $75,455,098.74 settlement with Capital One (In re Capital One Telephone Consumer Protection Act Litigation, Master Docket No. 1:12-cv-10064 (N.D. Ill.)). In the HSBC matter, Judge James F. Holderman commented on “the excellent work” and “professionalism” of Lieff Cabraser and its co-counsel. As noted above, Lieff Cabraser’s class settlements in TCPA cases have collectively resulted in the recovery by consumers of over $300 million.

11. Thompson v. WFS Financial, No. 3-02-0570 (M.D. Tenn.); Pakeman v. American Honda Finance Corporation, No. 3-02-0490 (M.D. Tenn.); Herra v. Toyota Motor Credit Corporation, No. CGC 03-419 230 (San Francisco Supr. Ct.). Lieff Cabraser with co-counsel litigated against several of the largest automobile finance companies in the country to compensate victims of—and stop future instances of—racial discrimination in the setting of interest rates in


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automobile finance contracts. The litigation led to substantial changes in the way Toyota Motor Credit Corporation (“TMCC”), American Honda Finance Corporation (“American Honda”) and WFS Financial, Inc. sell automobile finance contracts, limiting the discrimination that can occur. In approving the settlement in Thompson v. WFS Financial, the Court recognized the “innovative” and “remarkable settlement” achieved on behalf of the nationwide class. In 2006 in Herra v. Toyota Motor Credit Corporation, the Court granted final approval to a nationwide class action settlement on behalf of all African-American and Hispanic customers of TMCC who entered into retail installment contracts that were assigned to TMCC from 1999 to 2006. The monetary benefit to the class was estimated to be between $159-$174 million.

12. In re John Muir Uninsured Healthcare Cases, JCCP No. 4494 (Cal. Supr. Ct.). Lieff Cabraser represented nearly 53,000 uninsured patients who received care at John Muir hospitals and outpatient centers and were charged inflated prices and then subject to overly aggressive collection practices when they failed to pay. In November 2008, the Court approved a final settlement of the John Muir litigation. John Muir agreed to provide refunds or bill adjustments of 40-50% to uninsured patients who received medical care at John Muir over a six year period, bringing their charges to the level of patients with private insurance, at a value of $115 million. No claims were required. Every class member received a refund or bill adjustment. Furthermore, John Muir was required to (1) maintain charity care policies to give substantial discounts—up to 100%—to low income, uninsured patients who meet certain income requirements; (2) maintain an Uninsured Patient Discount Policy to give discounts to all uninsured patients, regardless of income, so that they pay rates no greater than those paid by patients with private insurance; (3) enhance communications to uninsured patients so they are better advised about John Muir’s pricing discounts, financial assistance, and financial counseling services; and (4) limit the practices for collecting payments from uninsured patients.

13. Providian Credit Card Cases, JCCP No. 4085 (San Francisco Supr. Ct.). Lieff Cabraser served as Co-Lead Counsel for a certified national Settlement Class of Providian credit cardholders who alleged that Providian had engaged in widespread misconduct by charging cardholders unlawful, excessive interest and late charges, and by promoting and selling to cardholders “add-on products” promising illusory benefits and services. In November 2001, the Court granted final approval to a $105 million settlement of the case, which also required Providian to implement substantial changes in its business practices. The $105 million settlement, combined with an earlier settlement by Providian with Federal and state agencies, represents the largest


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settlement ever by a U.S. credit card company in a consumer protection case.

14. In re Chase Bank USA, N.A. “Check Loan” Contract Litigation, MDL No. 2032 (N.D. Cal.). Lieff Cabraser served as Plaintiffs’ Liaison Counsel and on the Plaintiffs’ Executive Committee in Multi-District Litigation (“MDL”) charging that Chase Bank violated the implied covenant of good faith and fair dealing by unilaterally modifying the terms of fixed rate loans. The MDL was established in 2009 to coordinate more than two dozen cases that were filed in the wake of the conduct at issue. The nationwide, certified class consisted of more than 1 million Chase cardholders who, in 2008 and 2009, had their monthly minimum payment requirements unilaterally increased by Chase by more than 150%. Plaintiffs alleged that Chase made this change, in part, to induce cardholders to give up their promised fixed APRs in order to avoid the unprecedented minimum payment hike. In November 2012, the Court approved a $100 million settlement of the case.

15. In re Synthroid Marketing Litigation, MDL No. 1182 (N.D. Ill.). Lieff Cabraser served as Co-Lead Counsel for the purchasers of the thyroid medication Synthroid in litigation against Knoll Pharmaceutical, the manufacturer of Synthroid. The lawsuits charged that Knoll misled physicians and patients into keeping patients on Synthroid despite knowing that less costly, but equally effective drugs, were available. In 2000, the District Court gave final approval to a $87.4 million settlement with Knoll and its parent company, BASF Corporation, on behalf of a class of all consumers who purchased Synthroid at any time from 1990 to 1999. In 2001, the Court of Appeals upheld the order approving the settlement and remanded the case for further proceedings. 264 F.3d 712 (7th Cir. 2001). The settlement proceeds were distributed in 2003.

16. R.M. Galicia v. Franklin; Franklin v. Scripps Health, No. IC 859468 (San Diego Supr. Ct., Cal.). Lieff Cabraser served as Lead Class Counsel in a certified class action lawsuit on behalf of 60,750 uninsured patients who alleged that the Scripps Health hospital system imposed excessive fees and charges for medical treatment. The class action originated in July 2006, when uninsured patient Phillip Franklin filed a class action cross-complaint against Scripps Health after Scripps sued Mr. Franklin through a collection agency. Mr. Franklin alleged that he, like all other uninsured patients of Scripps Health, was charged unreasonable and unconscionable rates for his medical treatment. In June 2008, the Court granted final approval to a settlement of the action which includes refunds or discounts of 35% off of medical bills, collectively worth $73 million. The settlement also required Scripps Health to modify its pricing and collections practices by (1) following an Uninsured Patient Discount Policy, which includes automatic discounts


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from billed charges for Hospital Services; (2) following a Charity Care Policy, which provides uninsured patients who meet certain income tests with discounts on Health Services up to 100% free care, and provides for charity discounts under other special circumstances; (3) informing uninsured patients about the availability and terms of the above financial assistance policies; and (4) restricting certain collections practices and actively monitoring outside collection agents.

17. In re Lawn Mower Engine Horsepower Marketing and Sales Practices Litigation, MDL No. 1999 (E.D. Wi.). Lieff Cabraser served as co-counsel for consumers who alleged manufacturers of certain gasoline-powered lawn mowers misrepresented, and significantly overstated, the horsepower of the product. As the price for lawn mowers is linked to the horsepower of the engine -- the higher the horsepower, the more expensive the lawn mower -- defendants’ alleged misconduct caused consumers to purchase expensive lawn mowers that provided lower horsepower than advertised. In August 2010, the Court approved a $65 million settlement of the action.

18. Strugano v. Nextel Communications, No. BC 288359 (Los Angeles Supr. Ct). In May 2006, the Los Angeles Superior Court granted final approval to a class action settlement on behalf of all California customers of Nextel from January 1, 1999 through December 31, 2002, for compensation for the harm caused by Nextel’s alleged unilateral (1) addition of a $1.15 monthly service fee and/or (2) change from second-by-second billing to minute-by-minute billing, which caused “overage” charges (i.e., for exceeding their allotted cellular plan minutes). The total benefit conferred by the Settlement directly to Class Members was between approximately $13.5 million and $55.5 million, depending on which benefit Class Members selected.

19. Curry v. Fairbanks Capital Corporation, No. 03-10895-DPW (D. Mass.). In 2004, the Court approved a $55 million settlement of a class action lawsuit against Fairbanks Capital Corporation arising out of charges against Fairbanks of misconduct in servicing its customers’ mortgage loans. The settlement also required substantial changes in Fairbanks’ business practices and established a default resolution program to limit the imposition of fees and foreclosure proceedings against Fairbanks’ customers. Lieff Cabraser served as nationwide Co-Lead Counsel for the homeowners.

20. Payment Protection Credit Card Litigation. Lieff Cabraser represented consumers in litigation in federal court against some of the nation’s largest credit card issuers, challenging the imposition of charges for so-called “payment protection” or “credit protection” programs. The complaints charged that the credit card companies imposed payment


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protection without the consent of the consumer and/or deceptively marketed the service, and further that the credit card companies unfairly administered their payment protection programs to the detriment of consumers. In 2012 and 2013, the Courts approved monetary settlements with HSBC ($23.5 million), Bank of America ($20 million), and Discover ($10 million) that also required changes in the marketing and sale of payment protection to consumers.

21. California Title Insurance Industry Litigation. Lieff Cabraser, in coordination with parallel litigation brought by the Attorney General, reached settlements in 2003 and 2004 with the leading title insurance companies in California, resulting in historic industry-wide changes to the practice of providing escrow services in real estate closings. The settlements brought a total of $50 million in restitution to California consumers, including cash payments. In the lawsuits, plaintiffs alleged, among other things, that the title companies received interest payments on customer escrow funds that were never reimbursed to their customers. The defendant companies include Lawyers’ Title, Commonwealth Land Title, Stewart Title of California, First American Title, Fidelity National Title, and Chicago Title.

22. Vytorin/Zetia Marketing, Sales Practices & Products Liability Litigation, MDL No. 1938 (D. N.J.). Lieff Cabraser served on the Executive Committee of the Plaintiffs’ Steering Committee representing plaintiffs alleging that Merck/Schering-Plough Pharmaceuticals falsely marketed anti-cholesterol drugs Vytorin and Zetia as being more effective than other anti-cholesterol drugs. Plaintiffs further alleged that Merck/Schering-Plough Pharmaceuticals sold Vytorin and Zetia at higher prices than other anti-cholesterol medication when they were no more effective than other drugs. In 2010, the Court approved a $41.5 million settlement for consumers who bought Vytorin or Zetia between November 2002 and February 2010.

23. Morris v. AT&T Wireless Services, No. C-04-1997-MJP (W.D. Wash.). Lieff Cabraser served as class counsel for a nationwide settlement class of cell phone customers subjected to an end-of-billing cycle cancellation policy implemented by AT&T Wireless in 2003 and alleged to have breached customers’ service agreements. In May 2006, the New Jersey Superior Court granted final approval to a class settlement that guarantees delivery to the class of $40 million in benefits. Class members received cash-equivalent calling cards automatically, and had the option of redeeming them for cash. Lieff Cabraser had been prosecuting the class claims in the Western District of Washington when a settlement in New Jersey state court was announced. Lieff Cabraser objected to that settlement as inadequate because it would have only provided $1.5 million in benefits without a cash option, and the Court agreed, declining to


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approve it. Thereafter, Lieff Cabraser negotiated the new settlement providing $40 million to the class, and the settlement was approved.

24. Berger v. Property I.D. Corporation, No. CV 05-5373-GHK (C.D. Cal.). In January 2009, the Court granted final approval to a $39.4 million settlement with several of the nation’s largest real estate brokerages, including companies doing business as Coldwell Banker, Century 21, and ERA Real Estate, and California franchisors for RE/MAX and Prudential California Realty, in an action under the Real Estate Settlement Procedures Act on behalf of California home sellers. Plaintiffs charged that the brokers and Property I.D. Corporation set up straw companies as a way to disguise kickbacks for referring their California clients’ natural hazard disclosure report business to Property I.D. (the report is required to sell a home in California). Under the settlement, hundreds of thousands of California home sellers were eligible to receive a full refund of the cost of their report, typically about $100.

25. In re Tri-State Crematory Litigation, MDL No. 1467 (N.D. Ga.). In March 2004, Lieff Cabraser delivered opening statements and began testimony in a class action by families whose loved ones were improperly cremated and desecrated by Tri-State Crematory in Noble, Georgia. The families also asserted claims against the funeral homes that delivered the decedents to Tri-State Crematory for failing to ensure that the crematory performed cremations in the manner required under the law and by human decency. One week into trial, settlements with the remaining funeral home defendants were reached and brought the settlement total to approximately $37 million. Trial on the class members’ claims against the operators of crematory began in August 2004. Soon thereafter, these defendants entered into a $80 million settlement with plaintiffs. As part of the settlement, all buildings on the Tri-State property were razed. The property will remain in a trust so that it will be preserved in peace and dignity as a secluded memorial to those whose remains were mistreated, and to prevent crematory operations or other inappropriate activities from ever taking place there. Earlier in the litigation, the Court granted plaintiffs’ motion for class certification in a published order. 215 F.R.D. 660 (2003).

26. In re American Family Enterprises, MDL No. 1235 (D. N.J.). Lieff Cabraser served as Co-Lead Counsel for a nationwide class of persons who received any sweepstakes materials sent under the name “American Family Publishers.” The class action lawsuit alleged that defendants deceived consumers into purchasing magazine subscriptions and merchandise in the belief that such purchases were necessary to win an American Family Publishers’ sweepstakes prize or enhanced their chances of winning a sweepstakes prize. In September 2000, the Court granted


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final approval of a $33 million settlement of the class action. In April 2001, over 63,000 class members received refunds averaging over $500 each, representing 92% of their eligible purchases. In addition, American Family Publishers agreed to make significant changes to the way it conducts the sweepstakes.

27. Walsh v. Kindred Healthcare Inc., No. 3:11-cv-00050 (N.D. Cal.). Lieff Cabraser and co-counsel represented a class of 54,000 current and former residents, and families of residents, of skilled nursing care facilities in a class action against Kindred Healthcare for failing to adequately staff its nursing facilities in California. Since January 1, 2000, skilled nursing facilities in California have been required to provide at least 3.2 hours of direct nursing hours per patient day (NHPPD), which represented the minimum staffing required for patients at skilled nursing facilities.

The complaint alleged a pervasive and intentional failure by Kindred Healthcare to comply with California’s required minimum standard for qualified nurse staffing at its facilities. Understaffing is uniformly viewed as one of the primary causes of the inadequate care and often unsafe conditions in skilled nursing facilities. Studies have repeatedly shown a direct correlation between inadequate skilled nursing care and serious health problems, including a greater likelihood of falls, pressure sores, significant weight loss, incontinence, and premature death. The complaint further charged that Kindred Healthcare collected millions of dollars in payments from residents and their family members, under the false pretense that it was in compliance with California staffing laws and would continue to do so.

In December 2013, the Court approved a $8.25 million settlement which included cash payments to class members and an injunction requiring Kindred Healthcare to consistently utilize staffing practices which would ensure they complied with applicable California law. The injunction, subject to a third party monitor, was valued at between $6 to $20 million.

28. Cincotta v. California Emergency Physicians Medical Group, No. 07359096 (Cal. Supr. Ct.). Lieff Cabraser served as class counsel for nearly 100,000 uninsured patients that alleged they were charged excessive and unfair rates for emergency room service across 55 hospitals throughout California. The settlement, approved on October 31, 2008, provided complete debt elimination, 100% cancellation of the bill, to uninsured patients treated by California Emergency Physicians Medical Group during the 4-year class period. These benefits were valued at $27 million. No claims were required, so all of these bills were cancelled. In addition, the settlement required California Emergency Physicians Medical Group prospectively to (1) maintain certain discount policies for


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all charity care patients; (2) inform patients of the available discounts by enhanced communications; and (3) limit significantly the type of collections practices available for collecting from charity care patients.

29. In re Ameriquest Mortgage Co. Mortgage Lending Practices Litigation, MDL No. 1715. Lieff Cabraser served as Co-Lead Counsel for borrowers who alleged that Ameriquest engaged in a predatory lending scheme based on the sale of loans with illegal and undisclosed fees and terms. In August 2010, the Court approved a $22 million settlement.

30. ING Bank Rate Renew Cases, Case No. 11-154-LPS (D. Del.). Lieff Cabraser represented borrowers in class action lawsuits charging that ING Direct breached its promise to allow them to refinance their mortgages for a flat fee. From October 2005 through April 2009, ING promoted a $500 or $750 flat-rate refinancing fee called “Rate Renew” as a benefit of choosing ING for mortgages over competitors. Beginning in May 2009, however, ING began charging a higher fee of a full monthly mortgage payment for refinancing using “Rate Renew,” despite ING’s earlier and lower advertised price. As a result, the complaint alleged that many borrowers paid more to refinance their loans using “Rate Renew” than they should have, or were denied the opportunity to refinance their loan even though the borrowers met the terms and conditions of ING’s original “Rate Renew” offer. In August 2012, the Court certified a class of consumers in ten states who purchased or retained an ING mortgage from October 2005 through April 2009. A second case on behalf of California consumers was filed in December 2012. In October 2014, the Court approved a $20.35 million nationwide settlement of the litigation. The settlement provided an average payment of $175 to the nearly 100,000 class members, transmitted to their accounts automatically and without any need to file a claim form.

31. Yarrington v. Solvay Pharmaceuticals, No. 09-CV-2261 (D. Minn.). In March 2010, the Court granted final approval to a $16.5 million settlement with Solvay Pharmaceuticals, one of the country’s leading pharmaceutical companies. Lieff Cabraser served as Co-Lead Counsel, representing a class of persons who purchased Estratest—a hormone replacement drug. The class action lawsuit alleged that Solvay deceptively marketed and advertised Estratest as an FDA-approved drug when in fact Estratest was not FDA-approved for any use. Under the settlement, consumers obtained partial refunds for up to 30% of the purchase price paid of Estratest. In addition, $8.9 million of the settlement was allocated to fund programs and activities devoted to promoting women’s health and well-being at health organizations, medical schools, and charities throughout the nation.


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32. Reverse Mortgage Cases, JCCP No. 4061 (San Mateo County Supr. Ct., Cal.). Transamerica Corporation, through its subsidiary Transamerica Homefirst, Inc., sold “reverse mortgages” marketed under the trade name “Lifetime.” The Lifetime reverse mortgages were sold exclusively to seniors, i.e., persons 65 years or older. Lieff Cabraser, with co-counsel, filed suit on behalf of seniors alleging that the terms of the reverse mortgages were unfair, and that borrowers were misled as to the loan terms, including the existence and amount of certain charges and fees. In 2003, the Court granted final approval to an $8 million settlement of the action.

33. Brazil v. Dell, No. C-07-01700 RMW (N.D. Cal.). Lieff Cabraser served as Class Counsel representing a certified class of online consumers in California who purchased certain Dell computers based on the advertisement of an instant-off (or “slash-through”) discount. The complaint challenged Dell’s pervasive use of “slash-through” reference prices in its online marketing. Plaintiffs alleged that these “slash-through” reference prices were interpreted by consumers as representing Dell’s former or regular sales prices, and that such reference prices (and corresponding representations of “savings”) were false because Dell rarely, if ever, sold its products at such prices. In October 2011, the Court approved a settlement that provided a $50 payment to each class member who submitted a timely and valid claim. In addition, in response to the lawsuit, Dell changed its methodology for consumer online advertising, eliminating the use of “slash-through” references prices.

34. Hepting v. AT&T Corp., Case No. C-06-0672-VRW (N.D. Cal.). Plaintiffs alleged that AT&T collaborated with the National Security Agency in a massive warrantless surveillance program that illegally tracked the domestic and foreign communications and communications records of millions of Americans in violation of the U.S. Constitution, Electronic Communications Privacy Act, and other statutes. The case was filed on January 2006. The U.S. government quickly intervened and sought dismissal of the case. By the Spring of 2006, over 50 other lawsuits were filed against various telecommunications companies, in response to a USA Today article confirming the surveillance of communications and communications records. The cases were combined into a multi-district litigation proceeding entitled In re National Security Agency Telecommunications Record Litigation, MDL No. 06-1791. In June of 2006, the District Court rejected both the government’s attempt to dismiss the case on the grounds of the state secret privilege and AT&T’s arguments in favor of dismissal. The government and AT&T appealed the decision and the U.S. Court of Appeals for the Ninth Circuit heard argument one year later. No decision was issued. In July 2008, Congress granted the government and AT&T “retroactive immunity” for liability for their wiretapping program under amendments to the Foreign Intelligence


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Surveillance Act that were drafted in response to this litigation. Signed into law by President Bush in 2008, the amendments effectively terminated the litigation. Lieff Cabraser played a leading role in the litigation working closely with co-counsel from the Electronic Frontier Foundation.

35. In Re Apple and AT&T iPad Unlimited Data Plan Litigation, No. 5:10-cv-02553 RMW (N.D. Ca.). Lieff Cabraser served as class counsel in an action against Apple and AT&T charging that Apple and AT&T misrepresented that consumers purchasing an iPad with 3G capability could choose an unlimited data plan for a fixed monthly rate and switch in and out of the unlimited plan on a monthly basis as they wished. Less than six weeks after its introduction to the U.S. market, AT&T and Apple discontinued their unlimited data plan for any iPad 3G customers not currently enrolled and prohibited current unlimited data plan customers from switching back and forth from a less expensive, limited data plan. In March 2014, Apple agreed to compensate all class members $40 and approximately 60,000 claims were paid. In addition, sub-class members who had not yet entered into an agreement with AT&T were offered a data plan.

V. Economic Injury Product Defects

A. Current Cases

1. McClellan, et al. v. Fitbit, Inc., Case Nos. 16-cv-00036-JD; 16-cv-00777-JD (N.D. Cal.). Lieff Cabraser represents consumers nationwide in litigation against Fitbit that alleges the Fitbit Blaze, Charge HR and Fitbit Surge heart monitors do not and cannot consistently record accurate heart rates during the intense physical activity for which Fitbit expressly markets the devices in widespread advertising. The lawsuit contends — and expert testing confirms — that the Fitbit heart rate monitors consistently mis-record heart rates by a significant margin, particularly during intense exercise. Not only are accurate heart readings important for those engaging in fitness, they can be critical to the health and well-being of people whose medical conditions require them to maintain (or not exceed) a certain heart rate. In May 2016, plaintiffs filed an amended complaint including comprehensive new studies conducted by researchers at California State Polytechnic University, Pomona confirming that Fitbit's monitors are "highly inaccurate during elevated physical activity." The litigation is ongoing.

2. Front-Loading Washer Products Liability Litigation. Lieff Cabraser represents consumers in multiple states who have filed separate class action lawsuits against Whirlpool, Sears and LG Corporations. The complaints charge that certain front-loading automatic washers manufactured by these companies are defectively designed and that the


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design defects create foul odors from mold and mildew that permeate washing machines and customers’ homes. Many class members have spent money for repairs and on other purported remedies. As the complaints allege, none of these remedies eliminates the problem.

3. In Re General Motors LLC Ignition Switch Litigation, MDL No. 2543 (S.D. N.Y.). Lieff Cabraser represents proposed nationwide classes of GM vehicle owners and lessees whose cars include defective ignition switches in litigation focusing on economic loss claims. On August 15, 2014, U.S. District Court Judge Jesse M. Furman appointed Elizabeth J. Cabraser as Co-Lead Plaintiffs’ Counsel in the litigation, which seeks compensation on behalf of consumers who purchased or leased GM vehicles containing a defective ignition switch, over 500,000 of which have now been recalled. The consumer complaints allege that the ignition switches in these vehicles share a common, uniform, and defective design. As a result, these cars are of a lesser quality than GM represented, and class members overpaid for the cars. Further, GM’s public disclosure of the ignition switch defect has caused the value of these cars to materially diminish. The complaints seek monetary relief for the diminished value of the class members’ cars.

4. Honda Window Defective Window Litigation. Case No. 2:21-cv-01142-SVW-PLA (C.D. CA). Lieff Cabraser represents consumers in a class action lawsuit filed against Honda Motor Company, Inc. for manufacturing and selling vehicles with allegedly defective window regulator mechanisms. Windows in these vehicles allegedly can, without warning, drop into the door frame and break or become permanently stuck in the fully-open position.

The experience of one Honda Element owner, as set forth in the complaint, exemplifies the problem: The driver’s side window in his vehicle slid down suddenly while he was driving on a smooth road. A few months later, the window on the passenger side of the vehicle also slid down into the door and would not move back up. The owner incurred more than $300 in repair costs, which Honda refused to pay for. Discovery in the action is ongoing.

5. Moore, et al. v. Samsung Electronics America and Samsung Electronics Co., Ltd., Case No. 2:16-cv-4966 (D.N.J.). Lieff Cabraser represents consumers in federal court in New Jersey in cases focusing on complaints about Samsung top-loading washing machines that explode in the home, causing damage to walls, doors, and other equipment and presenting significant injury risks. Owners report Samsung top-load washers exploding as early as the day of installation, while others have seen their machines explode months or even more than a year after


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purchase. The lawsuit seeks injunctive relief as well as remedial and restitutionary actions and damages.

6. In re Chinese-Manufactured Drywall Products Liability Litigation, No. 10-30568 (E.D. La.). Lieff Cabraser with co-counsel represents a proposed class of builders who suffered economic losses as a result of the presence of Chinese-manufactured drywall in homes and other buildings they constructed. From 2005 to 2008, hundreds-of-millions of square feet of gypsum wallboard manufactured in China were exported to the U.S., primarily to the Gulf Coast states, and installed in newly-constructed and reconstructed properties. After installation of this drywall, owners and occupants of the properties began noticing unusual odors, blackening of silver and copper items and components, and the failure of appliances, including microwaves, refrigerators, and air-conditioning units. Some residents of the affected homes also experienced health problems, such as skin and eye irritation, respiratory issues, and headaches.

Lieff Cabraser’s client, Mitchell Company, Inc., was the first to perfect service on Chinese defendant Taishan Gypsum Co. Ltd. (“TG”), and thereafter secured a default judgment against TG. Lieff Cabraser participated in briefing that led to the District Court’s denial of TG’s motion to dismiss the class action complaint for lack of personal jurisdiction. On May 21, 2014, the U.S. Court of Appeals for the Fifth Court affirmed the District Court’s default judgment against TG, finding jurisdiction based on ties of the company and its agent with state distributors. 753 F.3d 521 (5th Cir. 2014).

B. Successes

1. Allagas v. BP Solar, No. 3:14-cv-00560-SI (N.D. Cal.). Lieff Cabraser and co-counsel represented California consumers in a class action lawsuit against BP Solar and Home Depot charging the companies sold solar panels with defective junction boxes that caused premature failures and fire risks. In January 2017, Judge Susan Illston granted final approval to a consumer settlement valued at more than $67 million that extends relief to a nationwide class as well as eliminating the serious fire risks.

2. In re Mercedes-Benz Tele-Aid Contract Litigation, MDL No. 1914 (D. N.J.). Lieff Cabraser represented owners and lessees of Mercedes-Benz cars and SUVs equipped with the Tele-Aid system, an emergency response system which links subscribers to road-side assistance operators by using a combination of global positioning and cellular technology. In 2002, the Federal Communications Commission issued a rule, effective 2008, eliminating the requirement that wireless phone carriers provide analog-based networks. The Tele-Aid system offered by Mercedes-Benz relied on analog signals. Plaintiffs charged that Mercedes-Benz


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committed fraud in promoting and selling the Tele-Aid system without disclosing to buyers of certain model years that the Tele-Aid system as installed would become obsolete in 2008.

In an April 2009 published order, the Court certified a nationwide class of all persons or entities in the U.S. who purchased or leased a Mercedes-Benz vehicle equipped with an analog-only Tele Aid system after August 8, 2002, and (1) subscribed to Tele Aid service until being informed that such service would be discontinued at the end of 2007, or (2) purchased an upgrade to digital equipment. In September 2011, the Court approved a settlement that provided class members between a $650 check or a $750 to $1,300 certificate toward the purchase or lease of new Mercedes-Benz vehicle, depending upon whether or not they paid for an upgrade of the analog Tele Aid system and whether they still owned their vehicle. In approving the settlement, U.S. District Court Judge Dickinson R. Debevoise stated, “I want to thank counsel for the . . . very effective and good work . . . . It was carried out with vigor, integrity and aggressiveness with never going beyond the maxims of the Court.”

3. McLennan v. LG Electronics USA, No. 2:10-cv-03604 (D. N.J.). Lieff Cabraser represented consumers who alleged several LG refrigerator models had a faulty design that caused the interior lights to remain on even when the refrigerator doors were closed (identified as the “light issue”), resulting in overheating and food spoilage. In March 2012, the Court granted final approval to a settlement of the nationwide class action lawsuit. The settlement provides that LG reimburse class members for all out-of-pocket costs (parts and labor) to repair the light issue prior to the mailing of the class notice and extends the warranty with respect to the light issue for 10 years from the date of the original retail purchase of the refrigerator. The extended warranty covers in-home refrigerator repair performed by LG and, in some cases, the cost of a replacement refrigerator. In approving the settlement, U.S. District Court Judge William J. Martini stated, “The Settlement in this case provides for both the complete reimbursement of out-of-pocket expenses for repairs fixing the Light Issue, as well as a warranty for ten years from the date of refrigerator purchase. It would be hard to imagine a better recovery for the Class had the litigation gone to trial. Because Class members will essentially receive all of the relief to which they would have been entitled after a successful trial, this factor weighs heavily in favor of settlement.”

4. Grays Harbor Adventist Christian School v. Carrier Corporation, No. 05-05437 (W.D. Wash.). In April 2008, the Court approved a nationwide settlement for current and past owners of high-efficiency furnaces manufactured and sold by Carrier Corporation and equipped with polypropylene-laminated condensing heat exchangers (“CHXs”). Carrier sold the furnaces under the Carrier, Bryant, Day &


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Night and Payne brand-names. Plaintiffs alleged that starting in 1989 Carrier began manufacturing and selling high efficiency condensing furnaces manufactured with a secondary CHX made of inferior materials. Plaintiffs alleged that as a result, the CHXs, which Carrier warranted and consumers expected to last for 20 years, failed prematurely. The settlement provides an enhanced 20-year warranty of free service and free parts for consumers whose furnaces have not yet failed. The settlement also offers a cash reimbursement for consumers who already paid to repair or replace the CHX in their high-efficiency Carrier furnaces.

An estimated three million or more consumers in the U.S. and Canada purchased the furnaces covered under the settlement. Plaintiffs valued the settlement to consumers at over $300 million based upon the combined value of the cash reimbursement and the estimated cost of an enhanced warranty of this nature.

5. Carideo v. Dell, No. C06-1772 JLR (W.D. Wash.). Lieff Cabraser represented consumers who owned Dell Inspiron notebook computer model numbers 1150, 5100, or 5160. The class action lawsuit complaint charged that the notebooks suffered premature failure of their cooling system, power supply system, and/or motherboards. In December 2010, the Court approved a settlement which provided class members that paid Dell for certain repairs to their Inspiron notebook computer a reimbursement of all or a portion of the cost of the repairs.

6. Cartwright v. Viking Industries, No. 2:07-cv-2159 FCD (E.D. Cal.) Lieff Cabraser represented California homeowners in a class action lawsuit which alleged that over one million Series 3000 windows produced and distributed by Viking between 1989 and 1999 were defective. The plaintiffs charged that the windows were not watertight and allowed for water to penetrate the surrounding sheetrock, drywall, paint or wallpaper. Under the terms of a settlement approved by the Court in August 2010, all class members who submitted valid claims were entitled to receive as much as $500 per affected property.

7. Pelletz v. Advanced Environmental Recycling Technologies (W.D. Wash.). Lieff Cabraser served as Co-Lead Counsel in a case alleging that ChoiceDek decking materials, manufactured by AERT, developed persistent and untreatable mold spotting throughout their surface. In a published opinion in January 2009, the Court approved a settlement that provided affected consumers with free and discounted deck treatments, mold inhibitor applications, and product replacement and reimbursement.

8. Create-A-Card v. Intuit, No. C07-6452 WHA (N.D. Cal.). Lieff Cabraser, with co-counsel, represented business users of QuickBooks Pro for accounting that lost their QuickBooks data and other files due to faulty


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software code sent by Intuit, the producer of QuickBooks. In September 2009, the Court granted final approval to a settlement that provided all class members who filed a valid claim with a free software upgrade and compensation for certain data-recovery costs. Commenting on the settlement and the work of Lieff Cabraser on September 17, 2009, U.S. District Court Judge William H. Alsup stated, “I want to come back to something that I observed in this case firsthand for a long time now. I think you’ve done an excellent job in the case as class counsel and the class has been well represented having you and your firm in the case.”

9. Weekend Warrior Trailer Cases, JCCP No. 4455 (Cal. Supr. Ct.). Lieff Cabraser, with co-counsel, represented owners of Weekend Warrior trailers manufactured between 1998 and 2006 that were equipped with frames manufactured, assembled, or supplied by Zieman Manufacturing Company. The trailers, commonly referred to as “toy haulers,” were used to transport outdoor recreational equipment such as motorcycles and all-terrain vehicles. Plaintiffs charged that Weekend Warrior and Zieman knew of design and performance problems, including bent frames, detached siding, and warped forward cargo areas, with the trailers, and concealed the defects from consumers. In February 2008, the Court approved a $5.5 million settlement of the action that provided for the repair and/or reimbursement of the trailers. In approving the settlement, California Superior Court Judge Thierry P. Colaw stated that class counsel were “some of the best” and “there was an overwhelming positive reaction to the settlement” among class members.

10. Lundell v. Dell, No. C05-03970 (N.D. Cal.). Lieff Cabraser served as Lead Class Counsel for consumers who experienced power problems with the Dell Inspiron 5150 notebook. In December 2006, the Court granted final approval to a settlement of the class action which extended the one-year limited warranty on the notebook for a set of repairs related to the power system. In addition, class members that paid Dell or a third party for repair of the power system of their notebook were entitled to a 100% cash refund from Dell.

11. Kan v. Toshiba American Information Systems, No. BC327273 (Los Angeles Super. Ct.). Lieff Cabraser served as Co-Lead Counsel for a class of all end-user persons or entities who purchased or otherwise acquired in the United States, for their own use and not for resale, a new Toshiba Satellite Pro 6100 Series notebook. Consumers alleged a series of defects were present in the notebook. In 2006, the Court approved a settlement that extended the warranty for all Satellite Pro 6100 notebooks, provided cash compensation for certain repairs, and reimbursed class members for certain out-of-warranty repair expenses.


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12. Foothill/DeAnza Community College District v. Northwest Pipe Company, No. C-00-20749 (N.D. Cal.). In June 2004, the Court approved the creation of a settlement fund of up to $14.5 million for property owners nationwide with Poz-Lok fire sprinkler piping that fails. Since 1990, Poz-Lok pipes and pipe fittings were sold in the U.S. as part of fire suppression systems for use in residential and commercial buildings. After leaks in Poz-Lok pipes caused damage to its DeAnza Campus Center building, Foothill/DeAnza Community College District in California retained Lieff Cabraser to file a class action lawsuit against the manufacturers of Poz-Lok. The college district charged that Poz-Lok pipe had manufacturing and design defects that resulted in the premature corrosion and failure of the product. Under the settlement, owners whose Poz-Lok pipes are leaking today, or over the next 15 years, may file a claim for compensation.

13. Toshiba Laptop Screen Flicker Settlement. Lieff Cabraser negotiated a settlement with Toshiba America Information Systems, Inc. (“TAIS”) to provide relief for owners of certain Toshiba Satellite 1800 Series, Satellite Pro 4600 and Tecra 8100 personal notebook computers whose screens flickered, dimmed or went blank due to an issue with the FL Inverter Board component. In 2004 under the terms of the Settlement, owners of affected computers who paid to have the FL Inverter issue repaired by either TAIS or an authorized TAIS service provider recovered the cost of that repair, up to $300 for the Satellite 1800 Series and the Satellite Pro 4600 personal computers, or $400 for the Tecra 8100 personal computers. TAIS also agreed to extend the affected computers’ warranties for the FL Inverter issue by 18 months.

14. McManus v. Fleetwood Enterprises, Inc., No. SA-99-CA-464-FB (W.D. Tex.). Lieff Cabraser served as Class Counsel on behalf of original owners of 1994-2000 model year Fleetwood Class A and Class C motor homes. In 2003, the Court approved a settlement that resolved lawsuits pending in Texas and California about braking while towing with 1994 Fleetwood Class A and Class C motor homes. The lawsuits alleged that Fleetwood misrepresented the towing capabilities of new motor homes it sold, and claimed that Fleetwood should have told buyers that a supplemental braking system is needed to stop safely while towing heavy items, such as a vehicle or trailer. The settlement paid $250 to people who bought a supplemental braking system for Fleetwood motor homes that they bought new. Earlier, the appellate court found that common questions predominated under purchasers’ breach of implied warranty of merchantability claim. 320 F.3d 545 (5th Cir. 2003).

15. Richison v. American Cemwood Corp., No. 005532 (San Joaquin Supr. Ct., Cal.). Lieff Cabraser served as Co-Lead Class Counsel for an estimated nationwide class of 30,000 owners of homes and other


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structures on which defective Cemwood Shakes were installed. In November 2003, the Court granted final approval to a $75 million Phase 2 settlement in the American Cemwood roofing shakes national class action litigation. This amount was in addition to a $65 million partial settlement approved by the Court in May 2000, and brought the litigation to a conclusion.

16. ABS Pipe Litigation, JCCP No. 3126 (Contra Costa County Supr. Ct., Cal.). Lieff Cabraser served as Lead Class Counsel on behalf of property owners whose ABS plumbing pipe was allegedly defective and caused property damage by leaking. Six separate class actions were filed in California against five different ABS pipe manufacturers, numerous developers of homes containing the ABS pipe, as well as the resin supplier and the entity charged with ensuring the integrity of the product. Between 1998 and 2001, Lieff Cabraser achieved 12 separate settlements in the class actions and related individual lawsuits for approximately $78 million.

Commenting on the work of Lieff Cabraser and co-counsel in the case, California Superior Court (now appellate) Judge Mark B. Simons stated on May 14, 1998: “The attorneys who were involved in the resolution of the case certainly entered the case with impressive reputations and did nothing in the course of their work on this case to diminish these reputations, but underlined, in my opinion, how well deserved those reputations are.”

17. Williams v. Weyerhaeuser, No. 995787 (San Francisco Supr. Ct.). Lieff Cabraser served as Class Counsel on behalf of a nationwide class of hundreds of thousands or millions of owners of homes and other structures with defective Weyerhaeuser hardboard siding. A California-wide class was certified for all purposes in February 1999, and withstood writ review by both the California Court of Appeals and Supreme Court of California. In 2000, the Court granted final approval to a nationwide settlement of the case which provides class members with compensation for their damaged siding, based on the cost of replacing or, in some instances, repairing, damaged siding. The settlement has no cap, and requires Weyerhaeuser to pay all timely, qualified claims over a nine year period.

18. Naef v. Masonite, No. CV-94-4033 (Mobile County Circuit Ct., Ala.). Lieff Cabraser served as Co-Lead Class Counsel on behalf of a nationwide Class of an estimated 4 million homeowners with allegedly defective hardboard siding manufactured and sold by Masonite Corporation, a subsidiary of International Paper, installed on their homes. The Court certified the class in November 1995, and the Alabama Supreme Court twice denied extraordinary writs seeking to decertify the Class, including


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in Ex Parte Masonite, 681 So. 2d 1068 (Ala. 1996). A month-long jury trial in 1996 established the factual predicate that Masonite hardboard siding was defective under the laws of most states. The case settled on the eve of a second class-wide trial, and in 1998, the Court approved a settlement. Under a claims program established by the settlement that ran through 2008, class members with failing Masonite hardboard siding installed and incorporated in their property between January 1, 1980 and January 15, 1998 were entitled to make claims, have their homes evaluated by independent inspectors, and receive cash payments for damaged siding. Combined with settlements involving other alleged defective home building products sold by Masonite, the total cash paid to homeowners exceeded $1 billion.

19. In re General Motors Corp. Pick-Up Fuel Tank Products Liability Litigation, MDL No. 961 (E.D. Pa.). Lieff Cabraser served as Court-appointed Co-Lead Counsel representing a class of 4.7 million plaintiffs who owned 1973-1987 GM C/K pickup trucks with allegedly defective gas tanks. The Consolidated Complaint asserted claims under the Lanham Act, the Magnuson-Moss Act, state consumer protection statutes, and common law. In 1995, the Third Circuit vacated the District Court settlement approval order and remanded the matter to the District Court for further proceedings. In July 1996, a new nationwide class action was certified for purposes of an enhanced settlement program valued at a minimum of $600 million, plus funding for independent fuel system safety research projects. The Court granted final approval of the settlement in November 1996.

20. In re Louisiana-Pacific Inner-Seal Siding Litigation, No. C-95-879-JO (D. Ore.). Lieff Cabraser served as Co-Lead Class Counsel on behalf of a nationwide class of homeowners with defective exterior siding on their homes. Plaintiffs asserted claims for breach of warranty, fraud, negligence, and violation of consumer protection statutes. In 1996, U.S. District Judge Robert E. Jones entered an Order, Final Judgment and Decree granting final approval to a nationwide settlement requiring Louisiana-Pacific to provide funding up to $475 million to pay for inspection of homes and repair and replacement of failing siding over the next seven years.

21. In re Intel Pentium Processor Litigation, No. CV 745729 (Santa Clara Supr. Ct., Cal.). Lieff Cabraser served as one of two Court-appointed Co-Lead Class Counsel, and negotiated a settlement, approved by the Court in June 1995, involving both injunctive relief and damages having an economic value of approximately $1 billion.

22. Cox v. Shell, No. 18,844 (Obion County Chancery Ct., Tenn.). Lieff Cabraser served as Class Counsel on behalf of a nationwide class of


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approximately 6 million owners of property equipped with defective polybutylene plumbing systems and yard service lines. In November 1995, the Court approved a settlement involving an initial commitment by Defendants of $950 million in compensation for past and future expenses incurred as a result of pipe leaks, and to provide replacement pipes to eligible claimants. The deadline for filing claims expired in 2009.

23. Hanlon v. Chrysler Corp., No. C-95-2010-CAL (N.D. Cal.). In 1995, the District Court approved a $200+ million settlement enforcing Chrysler’s comprehensive minivan rear latch replacement program, and to correct alleged safety problems with Chrysler’s pre-1995 designs. As part of the settlement, Chrysler agreed to replace the rear latches with redesigned latches. The settlement was affirmed on appeal by the Ninth Circuit in Hanlon v. Chrysler Corp., 150 F.3d 1011 (1998).

24. Gross v. Mobil, No. C 95-1237-SI (N.D. Cal.). Lieff Cabraser served as Plaintiffs’ Class Counsel in this nationwide action involving an estimated 2,500 aircraft engine owners whose engines were affected by Mobil AV-1, an aircraft engine oil. Plaintiffs alleged claims for strict liability, negligence, misrepresentation, violation of consumer protection statutes, and for injunctive relief. Plaintiffs obtained a preliminary injunction requiring Defendant Mobil Corporation to provide notice to all potential class members of the risks associated with past use of Defendants’ aircraft engine oil. In addition, Plaintiffs negotiated a proposed Settlement, granted final approval by the Court in November 1995, valued at over $12.5 million, under which all Class Members were eligible to participate in an engine inspection and repair program, and receive compensation for past repairs and for the loss of use of their aircraft associated with damage caused by Mobil AV-1.

VI. Antitrust/Trade Regulation/Intellectual Property

A. Current Cases

1. In Re: Railway Industry Employee No-Poach Antitrust Litigation, MDL No. 2850 (W.D. Pa.). Lieff Cabraser partner Dean M. Harvey serves as Co-Lead Counsel for plaintiffs in the aggregate “no-poach” employee antitrust litigation against rail equipment companies Knorr-Bremse and Wabtac Railway Electronics. Four groups competed for selection as lead counsel for the plaintiffs, with Lieff Cabraser standing out because of our prior experience and success in no-poach cases, including our firm’s proven ability to combine employment and antitrust lawyers to bring a unique concentration of legal acumen and multidimensional approaches to the case. Twenty-one separate antitrust actions were filed alleging these companies illegally agreed not to hire each other’s employees. Such improper “no-poach” agreements, intended to restrict employee mobility and artificially depress employee salaries for


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the benefit of the companies, are facing increasing scrutiny from the U.S. Department of Justice as well as private plaintiffs.

2. Charles Schwab Bank, N.A. v. Bank of America Corp., MDL No. 2262 (N.D. Cal.). Lieff Cabraser serves as counsel for The Charles Schwab Corporation and several of The Charles Schwab Family of Funds and the Bay Area Toll Authority (“BATA”) in individual lawsuits against Bank of America Corporation, Credit Suisse Group AG, J.P. Morgan Chase & Co., Citibank, Inc., and additional banks for allegedly manipulating the London Interbank Offered Rate (“LIBOR”).

The complaints allege that beginning in 2007, the defendants conspired to understate their true costs of borrowing, causing the calculation of LIBOR to be set artificially low. As a result, Schwab, the Schwab Fund Series, and BATA received less than their rightful rates of return on their LIBOR-based investments. The complaints assert claims under federal and state law, including the Sherman Act and the statutory and common law of California. The cases are pending.

3. In Re: Generic Pharmaceuticals Pricing Antitrust Litigation, MDL No. 2724 (E.D. Pa.). Beginning in February 2015, Lieff Cabraser conducted an extensive investigation into dramatic price increases of certain generic prescription drugs. Lieff Cabraser worked alongside economists and industry experts and interviewed industry participants to evaluate possible misconduct.

In December of 2016, Lieff Cabraser, with co-counsel, filed the first case alleging price-fixing of Levothyroxine, the primary treatment for hypothyroidism, among the most widely prescribed drugs in the world. Lieff Cabraser also played a significant role in similar litigation over the drug Propranolol, and the drug Clomipramine. These cases, and other similar cases, were consolidated and transferred to the Eastern District of Pennsylvania as In Re: Generic Pharmaceuticals Pricing Antitrust Litigation, MDL No. 2724. Lieff Cabraser is a member of the End-Payer Plaintiffs’ Steering Committee.

4. In re Lithium-Ion Batteries Antitrust Litigation, MDL No. 2420 (N.D. Cal.). Lieff Cabraser serves as Interim Co-Lead Indirect Purchaser Counsel representing consumers in a class action filed against LG, GS Yuasa, NEC, Sony, Sanyo, Panasonic, Hitachi, LG Chem, Samsung, Toshiba, and Sanyo for allegedly conspiring from 2002 to 2011 to fix and raise the prices of lithium-ion rechargeable batteries. The defendants are the world’s leading manufacturers of lithium-ion rechargeable batteries, which provide power for a wide variety of consumer electronic products. As a result of the defendants' alleged anticompetitive and unlawful conduct, consumers across the U.S. paid artificially inflated prices for lithium-ion rechargeable batteries. In late 2014, the Court denied in large


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part defendants' motion to dismiss. Indirect Purchasers have settled with Hitachi, LG Chem, NEC Corp., and Sony for a combined total of $64.45 million. Indirect Purchasers have moved for class certification, which is currently pending before the court.

5. In re Restasis Antitrust Litigation, MDL No. 2819 (pending). Lieff Cabraser serves as interim co-lead counsel for indirect purchasers (i.e., consumers) of Restasis, a blockbuster drug used to treat dry-eye disease, in a case alleging a broad-based and ongoing anticompetitive scheme by pharmaceutical giant Allergan, Inc. (“Allergan”). The alleged scheme’s goal was and is to maintain Allergan’s monopoly. Lieff Cabraser, together with co-counsel, filed the first two class actions on behalf of indirect purchasers.

The complaints allege that Allergan (1) fraudulently procured patents it knew were invalid, (2) caused those invalid patents to be listed in the FDA’s “Orange Book” as being applicable to Restasis, (3) used the improper Orange Book listings as grounds for filing baseless patent-infringement litigation, (4) abused the FDA’s “citizen petition” process, and (5) used a “sham” transfer of the invalid patents to the Saint Regis Mohawk Tribe to obtain tribal sovereign immunity and protect the patents from challenge. This alleged scheme of government petitioning delayed competition from generic equivalents to Restasis that would have been just as safe and cheaper for consumers.

The complaints assert claims under federal and state law, including the Sherman Act and the statutory and common law of numerous states. Several similar lawsuits have since been filed, and the Judicial Panel on Multidistrict Litigation has granted Lieff Cabraser’s motion to centralize all cases for pretrial proceedings in the Eastern District of New York before the Hon. Nina Gershon.

6. Nashville General v. Momenta Pharmaceuticals, et al., No. 3:15-cv-01100 (M.D. Tenn.). Lieff Cabraser represents Nashville General Hospital (the Hospital Authority of Metropolitan Government of Nashville) and American Federation of State, County and Municipal Employees District Council 37 Health & Security Plan in a proposed class-action antitrust case against defendants Momenta Pharmaceuticals and Sandoz, Inc., for their alleged price-fixing of enoxaparin, the generic version of the anti-coagulant blood clotting drug Lovenox.

Lovenox, developed by Sanofi-Aventis, is a highly profitable drug with annual sales of more than $1 billion. The drug entered the market in 1995 and its patent was invalidated by the federal government in 2008, making generic production possible. The complaint alleges Momenta and Sandoz colluded to manipulate the process by which the federal government allows drugs to become generic in order to ensure that defendants were


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the only producers of generic enoxaparin, thereby restraining trade and disrupting the market at consumers’ expense.

Plaintiffs filed an amended complaint in December 2017. Discovery is ongoing.

7. In re Capacitors Antitrust Litigation, No. 3:14-cv-03264 (N.D. Cal.). Lieff Cabraser is a member of the Plaintiffs’ Steering Committee representing indirect purchasers in an electrolytic and film price-fixing class action lawsuit filed against the world's largest manufacturers of capacitors, used to store and regulate current in electronic circuits and computers, phones, appliances, and cameras worldwide. The defendants include Panasonic Corp., Elna Co. Ltd., Hitachi Chemical Co., Ltd., Nitsuko Electronics Corp., NEC Tokin Corp., SANYO Electric Co., Ltd., Matsuo Electric Co., Okaya Electric Industries Co., Nippon Chemi-con Corp., Nichicon Corp., Rubycon Corp., Taitsu Corp., and Toshin Kogyo Co., Ltd. Lieff Cabraser has played a central role in discovery efforts, and assisted in opposing Defendants’ motions to dismiss and in opposing Defendants’ motions for summary judgment.

Settlements with defendants NEC Tokin Corp., Nitsuko Electronics Corp., and Okaya Electric Industries Co., Ltd. have received final approval, and a settlement with Hitachi Chemical and Soshin Electric Co., Ltd. has received preliminary approval. Discovery continues with respect to the remaining defendants.

8. In re Disposable Contact Lens Antitrust Litigation, MDL No. 2626 (M.D. Fla.). Lieff Cabraser represents consumers who purchased disposable contact lenses manufactured by Alcon Laboratories, Inc., Johnson & Johnson Vision Care, Inc., Bausch + Lomb, and Cooper Vision, Inc. The complaint challenges the use by contact lens manufacturers of minimum resale price maintenance agreements with independent eye care professionals (including optometrists and ophthalmologists) and wholesalers. These agreements, the complaint alleges, operate to raise retail prices and eliminate price competition and discounts on contact lenses, including from “big box” retail stores, discount buying clubs, and online retailers. As a result, the consumers across the United States have paid artificially inflated prices.

9. In re Domestic Airline Travel Antitrust Litigation, 1:15-mc-01404 (District of Columbia). Lieff Cabraser represents consumers in a class action lawsuit against the four largest U.S. airline carriers: American Airlines, Delta Air, Southwest, and United. These airlines collectively account for over 80 percent of all domestic airline travel. The complaint alleges that for years the airlines colluded to restrain capacity, eliminate competition in the market, and increase the price of domestic airline airfares in violation of U.S. antitrust law. The proposed class


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consists of all persons and entities who purchased domestic airline tickets directly from one or more defendants from July 2, 2011 to the present. In February 2016, Judge Kollar-Kotelly appointed Lieff Cabraser to the three-member Plaintiffs’ Executive Committee overseeing this multidistrict airline price-fixing litigation. Defendants filed a motion to dismiss, which was denied in October 2016. Subsequently, a settlement with Southwest Airlines was granted preliminary approval. Discovery as to the remaining defendants is underway.

10. Seaman v. Duke University, No. 1:15-cv-00462 (M.D. N.C.). Lieff Cabraser represents Dr. Danielle M. Seaman in a class action lawsuit against Duke University; Duke University Health System; and Dr. William L. Roper in his official capacity as Dean and Vice-Chancellor of Medical Affairs for University of North Carolina at Chapel Hill School of Medicine. The complaint charges that Duke and UNC entered into an express, secret agreement not to hire or attempt to hire certain medical faculty and staff that they each employed. The lawsuit seeks to recover damages and obtain injunctive relief, including treble damages, for defendants’ alleged violations of federal and North Carolina antitrust law.

In February 2016, Judge Eagles denied defendants’ motions to dismiss the case on a variety of grounds, including a denial of state action immunity to antitrust liability. The Court rejected Defendants’ argument that they should be exempt from the nation’s antitrust laws because Dr. Roper, an alleged co-conspirator, is an administrator of a state university and health system. Defendants sought permission to appeal from the Fourth Circuit Court of Appeals. In June 2016, a unanimous three-judge panel denied the request.

On January 5, 2018, Judge Eagles granted final approval to a partial settlement of antitrust class action claims against Duke University, UNC, and other related parties. The partial settlement implements a variety of measures by the UNC Defendants to ensure that they will not enter into or enforce any unlawful no-hire agreements or similar restraints on competition. The settlement also requires the UNC Defendants to cooperate in providing documents, data and testimony to Dr. Seaman as she continues to pursue her case against the Duke Defendants.

On February 1, 2018, Judge Eagles issued an order certifying a faculty class in the antitrust class action lawsuit against Duke University, UNC, and other related parties over their alleged agreement not to compete for certain of each other’s employees. The case is ongoing.

B. Successes

1. In re High-Tech Employee Antitrust Litigation, No. 11 CV 2509 (N.D. Cal.). Lieff Cabraser served as Co-Lead Class Counsel in a


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consolidated class action charging that Adobe Systems Inc., Apple Inc., Google Inc., Intel Corporation, Intuit Inc., Lucasfilm Ltd., and Pixar violated antitrust laws by conspiring to suppress the pay of technical, creative, and other salaried employees. The complaint alleged that the conspiracy among defendants restricted recruiting of each other’s employees. On October 24, 2013, U.S. District Court Judge Lucy H. Koh certified a class of approximately 64,000 persons who worked in Defendants’ technical, creative, and/or research and development jobs from 2005-2009. On September 2, 2015, the Court approved a $415 million settlement with Apple, Google, Intel, and Adobe. Earlier, on May 15, 2014, the Court approved partial settlements totaling $20 million resolving claims against Intuit, Lucasfilm, and Pixar. The Daily Journal described the case as the “most significant antitrust employment case in recent history,” adding that it “has been widely recognized as a legal and public policy breakthrough.”

2. Cipro Cases I and II, JCCP Nos. 4154 and 4220 (Cal. Supr. Ct.). Lieff Cabraser represented California consumers and third party payors in a class action lawsuit filed in California state court charging that Bayer Corporation, Barr Laboratories, and other generic prescription drug manufacturers conspired to restrain competition in the sale of Bayer’s blockbuster antibiotic drug Ciprofloxacin, sold as Cipro. Between 1997 and 2003, Bayer paid its would-be generic drug competitors nearly $400 million to refrain from selling more affordable versions of Cipro. As a result, consumers were forced to pay inflated prices for the drug -- frequently prescribed to treat urinary tract, prostate, abdominal, and other infections.

The Trial Court granted defendants’ motion for summary judgment, which the Appellate Court affirmed in October 2011. Plaintiffs sought review before the California Supreme Court and were successful. Following briefing, the case was stayed pending the U.S. Supreme Court’s decision in FTC v. Actavis. After the U.S. Supreme Court in Actavis overturned the Appellate Court’s ruling that pay-for-delay deals in the pharmaceutical industry are generally legal, plaintiffs and Bayer entered into settlement negotiations. In November 2013, the Trial Court approved a $74 million settlement with Bayer.

On May 7, 2015, the California Supreme Court reversed the grant of summary judgment to Defendants and resoundingly endorsed the rights of consumers to challenge pharmaceutical pay-for-delay settlements under California competition law. The Court held that “[p]arties illegally restrain trade when they privately agree to substitute consensual monopoly in place of potential competition.”


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Additional settlements were reached with the remaining defendants, bringing total settlements to $399 million (exceeding plaintiffs’ damages estimate by approximately $68 million), a result the Trial Court described as “extraordinary.” The Trial Court granted final approval on April 21, 2017, adding that it was “not aware of any case” that “has taken roughly 17 years,” where, net of fees, end-payor “claimants will get basically 100 cents on the dollar[.]”

Some objectors are appealing the settlements. Objectors and their counsel objected to part of the settlement notice and to the attorneys’ fees. As of early 2018, the appeals are slowly progressing.

In 2017, the American Antitrust Institute honored Lieff Cabraser’s Cipro team with its Outstanding Private Practice Antitrust Achievement Award for their extraordinary work on the Cipro price-fixing and exclusionary drug-pricing agreements case. In addition, their work on the Cipro case led Lieff Cabraser attorneys Eric B. Fastiff, Brendan P. Glackin, and Dean M. Harvey to recognition by California Lawyer and the Daily Journal with the 2016 California Lawyer of the Year Award.

3. In re Municipal Derivatives Litigation, MDL No. 1950 (S.D.N.Y.). Lieff Cabraser represented the City of Oakland, the County of Alameda, City of Fresno, Fresno County Financing Authority, and East Bay Delta Housing and Finance Agency in a class action lawsuit brought on behalf of themselves and other California entities that purchased guaranteed investment contracts, swaps, and other municipal derivatives products from Bank of America, N.A., JP Morgan Chase & Co., Piper Jaffray & Co., Societe Generale SA, UBS AG, and other banks, brokers and financial institutions. The complaint charged that Defendants conspired to give cities, counties, school districts, and other governmental agencies artificially low bids for guaranteed investment contracts, swaps, and other municipal derivatives products, which are used by public entities to earn interest on bond proceeds.

The complaint further charged that Defendants met secretly to discuss prices, customers, and markets of municipal derivatives sold in the U.S. and elsewhere; intentionally created the false appearance of competition by engaging in sham auctions in which the results were pre-determined or agreed not to bid on contracts; and covertly shared their unjust profits with losing bidders to maintain the conspiracy.

4. Natural Gas Antitrust Cases, JCCP Nos. 4221, 4224, 4226 & 4228 (Cal. Supr. Ct.). In 2003, the Court approved a landmark of $1.1 billion settlement in class action litigation against El Paso Natural Gas Co. for manipulating the market for natural gas pipeline transmission capacity into California. Lieff Cabraser served as Plaintiffs’ Co-Lead Counsel and Co-Liaison Counsel in the Natural Gas Antitrust Cases I-IV.


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In June 2007, the Court granted final approval to a $67.39 million settlement of a series of class action lawsuits brought by California business and residential consumers of natural gas against a group of natural gas suppliers, Reliant Energy Services, Inc., Duke Energy Trading and Marketing LLC, CMS Energy Resources Management Company, and Aquila Merchant Services, Inc.

Plaintiffs charged defendants with manipulating the price of natural gas in California during the California energy crisis of 2000-2001 by a variety of means, including falsely reporting the prices and quantities of natural gas transactions to trade publications, which compiled daily and monthly natural gas price indices; prearranged wash trading; and, in the case of Reliant, “churning” on the Enron Online electronic trading platform, which was facilitated by a secret netting agreement between Reliant and Enron.

The 2007 settlement followed a settlement reached in 2006 for $92 million partial settlement with Coral Energy Resources, L.P.; Dynegy Inc. and affiliates; EnCana Corporation; WD Energy Services, Inc.; and The Williams Companies, Inc. and affiliates.

5. In the Matter of the Arbitration between CopyTele and AU Optronics, Case No. 50 117 T 009883 13 (Internat’l Centre for Dispute Resolution). Lieff Cabraser successfully represented CopyTele, Inc. in a commercial dispute involving intellectual property. In 2011, CopyTele entered into an agreement with AU Optronics (“AUO”) under which both companies would jointly develop two groups of products incorporating CopyTele’s patented display technologies. CopyTele charged that AUO never had any intention of jointly developing the CopyTele technologies, and instead used the agreements to fraudulently obtain and transfer licenses of CopyTele’s patented technologies. The case required the review of thousands of pages of documents in Chinese and in English culminating in a two week arbitration hearing. In December 2014, after the hearing, the parties resolved the matter, with CopyTele receiving $9 million.

6. Wholesale Electricity Antitrust Cases I & II, JCCP Nos. 4204 & 4205 (Cal. Supr. Ct.). Lieff Cabraser served as Co-Lead Counsel in the private class action litigation against Duke Energy Trading & Marketing, Reliant Energy, and The Williams Companies for claims that the companies manipulated California’s wholesale electricity markets during the California energy crisis of 2000-2001. Extending the landmark victories for California residential and business consumers of electricity, in September 2004, plaintiffs reached a $206 million settlement with Duke Energy Trading & Marketing, and in August 2005, plaintiffs reached a $460 million settlement with Reliant Energy, settling claims that the


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companies manipulated California’s wholesale electricity markets during the California energy crisis of 2000-01. Lieff Cabraser earlier entered into a settlement for over $400 million with The Williams Companies.

7. In re TFT-LCD (Flat Panel) Antitrust Litigation, MDL No. 1827 (N.D. Cal.). Lieff Cabraser served as Court-appointed Co-Lead Counsel for direct purchasers in litigation against the world’s leading manufacturers of Thin Film Transistor Liquid Crystal Displays. TFT-LCDs are used in flat-panel televisions as well as computer monitors, laptop computers, mobile phones, personal digital assistants, and other devices. Plaintiffs charged that defendants conspired to raise and fix the prices of TFT-LCD panels and certain products containing those panels for over a decade, resulting in overcharges to purchasers of those panels and products. In March 2010, the Court certified two nationwide classes of persons and entities that directly purchased TFT-LCDs from January 1, 1999 through December 31, 2006, one class of panel purchasers, and one class of buyers of laptop computers, computer monitors, and televisions that contained TFT-LCDs. Over the course of the litigation, the classes reached settlements with all defendants except Toshiba. The case against Toshiba proceeded to trial. In July 2012, the jury found that Toshiba participated in the price-fixing conspiracy. The case was subsequently settled, bringing the total settlements in the litigation to over $470 million. For his outstanding work in the precedent-setting litigation, California Lawyer recognized Richard M. Heimann with a 2013 California Lawyer of the Year award.

8. Sullivan v. DB Investments, No. 04-02819 (D. N.J.). Lieff Cabraser served as Class Counsel for consumers who purchased diamonds from 1994 through March 31, 2006, in a class action lawsuit against the De Beers group of companies. Plaintiffs charged that De Beers conspired to monopolize the sale of rough diamonds in the U.S. In May 2008, the District Court approved a $295 million settlement for purchasers of diamonds and diamond jewelry, including $130 million to consumers. The settlement also barred De Beers from continuing its illegal business practices and required De Beers to submit to the jurisdiction of the Court to enforce the settlement. In December 2011, the Third Circuit Court of Appeals affirmed the District Court’s order approving the settlement. 667 F.3d 273 (3rd Cir. 2011).

For sixty years, De Beers has flouted U.S. antitrust laws. In 1999, De Beers’ Chairman Nicholas Oppenheimer stated that De Beers “likes to think of itself as the world’s . . . longest-running monopoly. [We seek] to manage the diamond market, to control supply, to manage prices and to act collusively with our partners in the business.” The hard-fought litigation spanned several years and nations. Despite the tremendous resources available to the U.S. Department of Justice and state attorney


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generals, it was only through the determination of plaintiffs’ counsel that De Beers was finally brought to justice and the rights of consumers were vindicated. Lieff Cabraser attorneys played key roles in negotiating the settlement and defending it on appeal. Discussing the DeBeers case, The National Law Journal noted that Lieff Cabraser was “among the plaintiffs’ firms that weren’t afraid to take on one of the business world’s great white whales.”

9. Haley Paint Co. v. E.I. Dupont De Nemours and Co. et al., No. 10-cv-00318-RDB (D. Md.). Lieff Cabraser served as Co-Lead Counsel for direct purchasers of titanium dioxide in a nationwide class action lawsuit against Defendants E.I. Dupont De Nemours and Co., Huntsman International LLC, Kronos Worldwide Inc., and Cristal Global (fka Millennium Inorganic Chemicals, Inc.), alleging these corporations participated in a global cartel to fix the price of titanium dioxide. Titanium dioxide, a dry chemical powder, is the world’s most widely used pigment for providing whiteness and brightness in paints, paper, plastics, and other products. Plaintiffs charged that defendants coordinated increases in the prices for titanium dioxide despite declining demand, decreasing raw material costs, and industry overcapacity.

Unlike some antitrust class actions, Plaintiffs proceeded without the benefit of any government investigation or proceeding. Plaintiffs overcame attacks on the pleadings, discovery obstacles, a rigorous class certification process that required two full rounds of briefing and expert analysis, and multiple summary judgment motions. In August 2012, the Court certified the class. Plaintiffs prepared fully for trial and achieved a settlement with the final defendant on the last business day before trial. In December 2013, the Court approved a series of settlements with defendants totaling $163 million.

10. In re Lupron Marketing and Sales Practices Litigation, MDL No. 1430 (D. Mass.). In May 2005, the Court granted final approval to a settlement of a class action lawsuit by patients, insurance companies and health and welfare benefit plans that paid for Lupron, a prescription drug used to treat prostate cancer, endometriosis and precocious puberty. The settlement requires the defendants, Abbott Laboratories, Takeda Pharmaceutical Company Limited, and TAP Pharmaceuticals, to pay $150 million, inclusive of costs and fees, to persons or entities who paid for Lupron from January 1, 1985 through March 31, 2005. Plaintiffs charged that the defendants conspired to overstate the drug’s average wholesale price (“AWP”), which resulted in plaintiffs paying more for Lupron than they should have paid. Lieff Cabraser served as Co-Lead Plaintiffs’ Counsel.


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11. Marchbanks Truck Service v. Comdata Network, No. 07-cv-01078 (E.D. Pa.). In July 2014, the Court approved a $130 million settlement of a class action brought by truck stops and other retail fueling facilities that paid percentage-based transaction fees to Comdata on proprietary card transactions using Comdata’s over-the-road fleet card. The complaint challenged arrangements among Comdata, its parent company Ceridian LLC, and three national truck stop chains: defendants TravelCenters of America LLC and its wholly owned subsidiaries, Pilot Travel Centers LLC and its predecessor Pilot Corporation, and Love’s Travel Stops & Country Stores, Inc. The alleged anticompetitive conduct insulated Comdata from competition, enhanced its market power, and led to independent truck stops’ paying artificially inflated transaction fees. In addition to the $130 million payment, the settlement required Comdata to change certain business practices that will promote competition among payment cards used by over-the-road fleets and truckers and lead to lower merchant fees for the independent truck stops. Lieff Cabraser served as Co-Lead Class Counsel in the litigation.

12. California Vitamins Cases, JCCP No. 4076 (Cal. Supr. Ct.). Lieff Cabraser served as Co-Liaison Counsel and Co-Chairman of the Plaintiffs’ Executive Committee on behalf of a class of California indirect vitamin purchasers in every level of the chain of distribution. In January 2002, the Court granted final approval of a $96 million settlement with certain vitamin manufacturers in a class action alleging that these and other manufacturers engaged in price fixing of particular vitamins. In December 2006, the Court granted final approval to over $8.8 million in additional settlements.

13. In re Buspirone Antitrust Litigation, MDL No. 1413 (S.D. N.Y.). In November 2003, Lieff Cabraser obtained a $90 million cash settlement for individual consumers, consumer organizations, and third party payers that purchased BuSpar, a drug prescribed to alleviate symptoms of anxiety. Plaintiffs alleged that Bristol-Myers Squibb Co. (BMS), Danbury Pharmacal, Inc., Watson Pharmaceuticals, Inc. and Watson Pharma, Inc. entered into an unlawful agreement in restraint of trade under which BMS paid a potential generic manufacturer of BuSpar to drop its challenge to BMS’ patent and refrain from entering the market. Lieff Cabraser served as Plaintiffs’ Co-Lead Counsel.

14. Meijer v. Abbott Laboratories, Case No. C 07-5985 CW (N.D. Cal.). Lieff Cabraser served as co-counsel for the group of retailers charging that Abbott Laboratories monopolized the market for AIDS medicines used in conjunction with Abbott’s prescription drug Norvir. These drugs, known as Protease Inhibitors, have enabled patients with HIV to fight off the disease and live longer. In January 2011, the Court denied Abbott’s motion for summary judgment on plaintiffs’ monopolization claim. Trial


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commenced in February 2011. After opening statements and the presentation of four witnesses and evidence to the jury, plaintiffs and Abbott Laboratories entered into a $52 million settlement. The Court granted final approval to the settlement in August 2011.

15. In re Carpet Antitrust Litigation, MDL No. 1075 (N.D. Ga.). Lieff Cabraser served as Class Counsel and a member of the trial team for a class of direct purchasers of twenty-ounce level loop polypropylene carpet. Plaintiffs, distributors of polypropylene carpet, alleged that Defendants, seven manufacturers of polypropylene carpet, conspired to fix the prices of polypropylene carpet by agreeing to eliminate discounts and charge inflated prices on the carpet. In 2001, the Court approved a $50 million settlement of the case.

16. In re Lasik/PRK Antitrust Litigation, No. CV 772894 (Cal. Supr. Ct.). Lieff Cabraser served as a member of Plaintiffs’ Executive Committee in class actions brought on behalf of persons who underwent Lasik/PRK eye surgery. Plaintiffs alleged that defendants, the manufacturers of the laser system used for the laser vision correction surgery, manipulated fees charged to ophthalmologists and others who performed the surgery, and that the overcharges were passed onto consumers who paid for laser vision correction surgery. In December 2001, the Court approved a $12.5 million settlement of the litigation.

17. Methionine Cases I and II, JCCP Nos. 4090 & 4096 (Cal. Supr. Ct.). Lieff Cabraser served as Co-Lead Counsel on behalf of indirect purchasers of methionine, an amino acid used primarily as a poultry and swine feed additive to enhance growth and production. Plaintiffs alleged that the companies illegally conspired to raise methionine prices to super-competitive levels. The case settled.

18. In re Electrical Carbon Products Antitrust Litigation, MDL No. 1514 (D.N.J.). Lieff Cabraser represented the City and County of San Francisco and a class of direct purchasers of carbon brushes and carbon collectors on claims that producers fixed the price of carbon brushes and carbon collectors in violation of the Sherman Act.

VII. Environmental and Toxic Exposures

A. Current Cases

1. In Re Oil Spill by the Oil Rig “Deepwater Horizon” in the Gulf of Mexico, MDL No. 2179 (E.D. La.). Lieff Cabraser serves on the Court-appointed Plaintiffs’ Steering Committee (“PSC”) and with co-counsel represents fishermen, property owners, business owners, wage earners, and other harmed parties in class action litigation against BP, Transocean, Halliburton, and other defendants involved in the Deepwater


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Horizon oil rig blowout and resulting oil spill in the Gulf of Mexico on April 20, 2010. The Master Complaints allege that the defendants were insouciant in addressing the operations of the well and the oil rig, ignored warning signs of the impending disaster, and failed to employ and/or follow proper safety measures, worker safety laws, and environmental protection laws in favor of cost-cutting measures.

In 2012, the Court approved two class action settlements that will fully compensate hundreds of thousands of victims of the tragedy. The settlements resolve the majority of private economic loss, property damage, and medical injury claims stemming from the Deepwater Horizon Oil Spill, and hold BP fully accountable to individuals and businesses harmed by the spill. Under the settlements, there is no dollar limit on the amount BP will pay. In 2014, the U.S. Supreme Court denied review of BP’s challenge to its own class action settlement. Approval of that settlement is now final, and has so far delivered $11.2 billion to compensate claimants’ losses. The medical settlement is also final, and an additional $1 billion settlement has been reached with defendant Halliburton.

2. Andrews, et al. v. Plains All American Pipeline, et al., No. 2:15-cv-04113-PSG-JEM (C.D. Cal.). Lieff Cabraser is Court-appointed Class Counsel in this action arising from an oil spill in Santa Barbara County in May 2015. A pipeline owned by Plains ruptured, and oil from the pipeline flowed into the Pacific Ocean, soiling beaches and impacting local fisheries. Lieff Cabraser represents homeowners who lost the use of the beachfront amenity for which they pay a premium, local oil platform workers who were laid off as a result of the spill and subsequent closure of the pipeline, as well as fishers whose catch was impacted by the oil spill. Plaintiffs allege that defendants did not follow basic safety protocols when they installed the pipeline, failed to properly monitor and maintain the pipeline, ignored clear signs that the pipeline was corroded and in danger of bursting, and failed to promptly respond to the oil spill when the inevitable rupture occurred.

The Federal District Court recently certified a plaintiff class composed of fishers whose catch diminished as a result of the spill and fish industry businesses that were affected as a result of the decimated fish population. Lieff Cabraser has recently filed a motion to certify additional classes of groups harmed by the spill, including private property owners and lessees near the soiled shoreline, and oil industry workers and businesses that suffered economic injuries associated with the closure of the pipeline.

3. Southern California Gas Leak Cases, JCCP No. 4861. Lieff Cabraser has been selected by the Los Angeles County Superior Court to help lead two important class action cases on behalf of homeowners and businesses


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that suffered economic injuries in the wake of the massive Porter Ranch gas leak, which began in October of 2015 and lasted into February of 2016. During this time, huge quantities of natural gas spewed out of an old well at Southern California Gas’s Aliso Canyon Facility and into the air of Porter Ranch, a neighborhood located adjacent to the Facility and 25 miles northwest of Los Angeles.

This large-scale environmental disaster forced thousands of residents to leave their homes for months on end while the leak continued and for several months thereafter. It also caused local business to dry up during the busy holiday season, as many residents had evacuated the neighborhood and visitors avoided the area. Evidence suggests the leak was caused by at least one old and malfunctioning well used to inject and retrieve gas. Southern California Gas Company allegedly removed the safety valve on the well that could have prevented the leak. As a result, the gas leak has left a carbon footprint larger than the Deepwater Horizon oil spill.

Together with other firms chosen to pursue class relief for these victims, Lieff Cabraser filed two class action complaints one on behalf of Porter Ranch homeowners, and another on behalf of Porter Ranch businesses. Southern California Gas argued in response that the injuries suffered by homeowners and businesses cannot proceed as class actions. In May 2017, the Superior Court rejected these arguments. The class action cases are proceeding with discovery into Southern California Gas Company’s role in this disaster.

B. Successes

1. In re Exxon Valdez Oil Spill Litigation, No. 3:89-cv-0095 HRH (D. Al.). The Exxon Valdez ran aground on March 24, 1989, spilling 11 million gallons of oil into Prince William Sound. Lieff Cabraser served as one of the Court-appointed Plaintiffs’ Class Counsel. The class consisted of fisherman and others whose livelihoods were gravely affected by the disaster. In addition, Lieff Cabraser served on the Class Trial Team that tried the case before a jury in federal court in 1994. The jury returned an award of $5 billion in punitive damages.

In 2001, the Ninth Circuit Court of Appeals ruled that the original $5 billion punitive damages verdict was excessive. In 2002, U.S. District Court Judge H. Russell Holland reinstated the award at $4 billion. Judge Holland stated that, “Exxon officials knew that carrying huge volumes of crude oil through Prince William sound was a dangerous business, yet they knowingly permitted a relapsed alcoholic to direct the operation of the Exxon Valdez through Prince William Sound.” In 2003, the Ninth Circuit again directed Judge Holland to reconsider the punitive damages award under United States Supreme Court punitive damages guidelines.


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In January 2004, Judge Holland issued his order finding that Supreme Court authority did not change the Court’s earlier analysis.

In December 2006, the Ninth Circuit Court of Appeals issued its ruling, setting the punitive damages award at $2.5 billion. Subsequently, the U.S. Supreme Court further reduced the punitive damages award to $507.5 million, an amount equal to the compensatory damages. With interest, the total award to the plaintiff class was $977 million.

2. In re Imprelis Herbicide Marketing, Sales Practices and Products Liability Litigation, MDL No. 2284 (E.D. Pa.). Lieff Cabraser served as Co-Lead Counsel for homeowners, golf course companies and other property owners in a nationwide class action lawsuit against E.I. du Pont de Nemours & Company (“DuPont”), charging that its herbicide Imprelis caused widespread death among trees and other non-targeted vegetation across the country. DuPont marketed Imprelis as an environmentally friendly alternative to the commonly used 2,4-D herbicide. Just weeks after Imprelis’ introduction to the market in late 2010, however, complaints of tree damage began to surface. Property owners reported curling needles, severe browning, and dieback in trees near turf that had been treated with Imprelis. In August 2011, the U.S. Environmental Protection Agency banned the sale of Imprelis.

The complaint charged that DuPont failed to disclose the risks Imprelis posed to trees, even when applied as directed, and failed to provide instructions for the safe application of Imprelis. In response to the litigation, DuPont created a process for property owners to submit claims for damages. Approximately $400 million was paid to approximately 25,000 claimants. In October 2013, the Court approved a settlement of the class action that substantially enhanced the DuPont claims process, including by adding an extended warranty, a more limited release of claims, the right to appeal the denial of claim by DuPont to an independent arborist, and publication of DuPont’s tree payment schedule.

3. In re GCC Richmond Works Cases, JCCP No. 2906 (Cal. Supr. Ct.). Lieff Cabraser served as Co-Liaison Counsel and Lead Class Counsel in coordinated litigation arising out of the release on July 26, 1993, of a massive toxic sulfuric acid cloud which injured an estimated 50,000 residents of Richmond, California. The Coordination Trial Court granted final approval to a $180 million class settlement for exposed residents.

4. In re Unocal Refinery Litigation, No. C 94-04141 (Cal. Supr. Ct.). Lieff Cabraser served as one of two Co-Lead Class Counsel and on the Plaintiffs’ Steering Committee in this action against Union Oil Company of California (“Unocal”) arising from a series of toxic releases from Unocal’s San Francisco refinery in Rodeo, California. The action was


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settled in 1997 on behalf of approximately 10,000 individuals for $80 million.

5. West v. G&H Seed Co., et al., No. 99-C-4984-A (La. State Ct.). With co-counsel, Lieff Cabraser represented a certified class of 1,500 Louisiana crawfish farmers who charged in a lawsuit that Fipronil, an insecticide sold under the trade name ICON, damaged their pond-grown crawfish crops. In Louisiana, rice and crawfish are often farmed together, either in the same pond or in close proximity to one another.

After its introduction to the market in 1999, ICON was used extensively in Louisiana to kill water weevils that attacked rice plants. The lawsuit alleged that ICON also had a devastating effect on crawfish harvests with some farmers losing their entire crawfish crop. In 2004, the Court approved a $45 million settlement with Bayer CropScience, which during the litigation purchased Aventis CropScience, the original manufacturer of ICON. The settlement was reached after the parties had presented nearly a month’s worth of evidence at trial and were on the verge of making closing arguments to the jury.

6. Kingston, Tennessee TVA Coal Ash Spill Litigation, No. 3:09-cv-09 (E.D. Tenn.). Lieff Cabraser represented hundreds of property owners and businesses harmed by the largest coal ash spill in U.S. history. On December 22, 2008, more than a billion gallons of coal ash slurry spilled when a dike burst on a retention pond at the Kingston Fossil Plant operated by the Tennessee Valley Authority (TVA) in Roane County, Tennessee. A wall of coal ash slurry traveled across the Emory River, polluting the river and nearby waterways, and covering nearly 300 acres with toxic sludge, including 12 homes and damaging hundreds of properties. In March 2010, the Court denied in large part TVA’s motion to dismiss the litigation. In the Fall of 2011, the Court conducted a four week bench trial on the question of whether TVA was liable for releasing the coal ash into the river system. The issue of damages was reserved for later proceedings. In August 2012, the Court found in favor of plaintiffs on their claims of negligence, trespass, and private nuisance. In August 2014, the case came to a conclusion with TVA’s payment of $27.8 million to settle the litigation.

7. In re Sacramento River Spill Cases I and II, JCCP Nos. 2617 & 2620 (Cal. Supr. Ct.). On July 14, 1991, a Southern Pacific train tanker car derailed in northern California, spilling 19,000 gallons of a toxic pesticide, metam sodium, into the Sacramento River near the town of Dunsmir at a site along the rail lines known as the Cantara Loop. The metam sodium mixed thoroughly with the river water and had a devastating effect on the river and surrounding ecosystem. Within a week, every fish, 1.1 million in total, and all other aquatic life in a 45-mile


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stretch of the Sacramento River was killed. In addition, many residents living along the river became ill with symptoms that included headaches, shortness of breath, and vomiting. The spill considered the worst inland ecological disaster in California history.

Lieff Cabraser served as Court-appointed Plaintiffs’ Liaison Counsel and Lead Class Counsel, and chaired the Plaintiffs’ Litigation Committee in coordinated proceedings that included all of the lawsuits arising out of this toxic spill. Settlement proceeds of approximately $16 million were distributed pursuant to Court approval of a plan of allocation to four certified plaintiff classes: personal injury, business loss, property damage/diminution, and evacuation.

8. Kentucky Coal Sludge Litigation, No. 00-CI-00245 (Cmmw. Ky.). On October 11, 2000, near Inez, Kentucky, a coal waste storage facility ruptured, spilling 1.25 million tons of coal sludge (a wet mixture produced by the treatment and cleaning of coal) into waterways in the region and contaminating hundreds of properties. This was one of the worst environmental disasters in the Southeastern United States. With co-counsel, Lieff Cabraser represented over 400 clients in property damage claims, including claims for diminution in the value of their homes and properties. In April 2003, the parties reached a confidential settlement agreement on favorable terms to the plaintiffs.

9. Toms River Childhood Cancer Incidents, No. L-10445-01 MT (Sup. Ct. NJ). With co-counsel, Lieff Cabraser represented 69 families in Toms River, New Jersey, each with a child having cancer, that claimed the cancers were caused by environmental contamination in the Toms River area. Commencing in 1998, the parties—the 69 families, Ciba Specialty Chemicals, Union Carbide and United Water Resources, Inc., a water distributor in the area—participated in an unique alternative dispute resolution process, which lead to a fair and efficient consideration of the factual and scientific issues in the matter. In December 2001, under the supervision of a mediator, a confidential settlement favorable to the families was reached.


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VIII. False Claims Act

A. Current Cases

Lieff Cabraser represents whistleblowers in a wide range of False Claims Act cases, including Medicare kickback and healthcare fraud, defense contractor fraud, and securities and financial fraud. We have more than a dozen whistleblower cases currently under seal and investigation in federal and state jurisdictions across the U.S. For that reason, we do not list all of our current False Claims Act and qui tam cases in our resume.

1. United States ex rel. Matthew Cestra v. Cephalon, No. 14-01842 (E.D. Pa.); United States ex rel. Bruce Boise et al. v. Cephalon, No. 08-287 (E.D. Pa.) Lieff Cabraser, with co-counsel, represents four whistleblowers bringing claims on behalf of the U.S. Government and various states under the federal and state False Claims Acts against Cephalon, Inc., a pharmaceutical company. The complaints allege that Cephalon has engaged in unlawful off-label marketing of certain of its drugs, largely through misrepresentations, kickbacks, and other unlawful or fraudulent means, causing the submission of hundreds of thousands of false claims for reimbursement to federal and state health care programs. The Boise case involves Provigil and its successor drug Nuvigil, limited-indication wakefulness drugs that are unsafe and/or not efficacious for the wide array of off-label psychiatric and neurological conditions for which Cephalon has marketed them, according to the allegations. The Cestra case involves an expensive oncological drug called Treanda, which is approved only for second-line treatment of indolent non-Hodgkin’s Lymphoma despite what the relators allege to be the company’s off-label marketing of the drug for first-line treatment. Various motions are pending.

B. Successes

1. United States ex rel. Mary Hendow and Julie Albertson v. University of Phoenix, No. 2:03-cv-00457-GEB-DAD (E.D. Cal.). Lieff Cabraser obtained a record whistleblower settlement against the University of Phoenix that charged the university had violated the incentive compensation ban of the Higher Education Act (HEA) by providing improper incentive pay to its recruiters. The HEA prohibits colleges and universities whose students receive federal financial aid from paying their recruiters based on the number of students enrolled, which creates a risk of encouraging recruitment of unqualified students who, Congress has determined, are more likely to default on their loans. High student loan default rates not only result in wasted federal funds, but the students who receive these loans and default are burdened for years with tremendous debt without the benefit of a college degree.


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The complaint alleged that the University of Phoenix defrauded the U.S. Department of Education by obtaining federal student loan and Pell Grant monies from the federal government based on false statements of compliance with HEA. In December 2009, the parties announced a $78.5 million settlement. The settlement constitutes the second-largest settlement ever in a False Claims Act case in which the federal government declined to intervene in the action and largest settlement ever involving the Department of Education. The University of Phoenix case led to the Obama Administration passing new regulations that took away the so-called “safe harbor” provisions that for-profit universities relied on to justify their alleged recruitment misconduct. For his outstanding work as Lead Counsel and the significance of the case, California Lawyer magazine recognized Lieff Cabraser attorney Robert J. Nelson with a California Lawyer of the Year (CLAY) Award.

2. State of California ex rel. Sherwin v. Office Depot, No. BC410135 (Cal. Supr. Ct.). In February 2015, the Court approved a $77.5 million settlement with Office Depot to settle a whistleblower lawsuit brought under the California False Claims Act. The whistleblower was a former Office Depot account manager. The City of Los Angeles, County of Santa Clara, Stockton Unified School District, and 16 additional California cities, counties, and school districts intervened in the action to assert their claims (including common-law fraud and breach of contract) against Office Depot directly. The governmental entities purchased office supplies from Office Depot under a nationwide supply contract known as the U.S. Communities contract. Office Depot promised in the U.S. Communities contract to sell office supplies at its best governmental pricing nationwide. The complaint alleged that Office Depot repeatedly failed to give most of its California governmental customers the lowest price it was offering other governmental customers. Other pricing misconduct was also alleged.

3. State of California ex rel. Rockville Recovery Associates v. Multiplan, No. 34-2010-00079432 (Sacramento Supr. Ct., Cal.). In a case that received widespread media coverage, Lieff Cabraser represented whistleblower Rockville Recovery Associates in a qui tam suit for civil penalties under the California Insurance Frauds Prevention Act (“IFPA”), Cal. Insurance Code § 1871.7, against Sutter Health, one of California’s largest healthcare providers, and obtained the largest penalty ever imposed under the statute. The parties reached a $46 million settlement that was announced in November 2013, shortly before trial was scheduled to commence.

The complaint alleged that the 26 Sutter hospitals throughout California submitted false, fraudulent, or misleading charges for anesthesia services


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(separate from the anesthesiologist’s fees) during operating room procedures that were already covered in the operating room bill.

After Lieff Cabraser defeated Sutter Health’s demurrer and motion to compel arbitration, California Insurance Commissioner Dave Jones intervened in the litigation in May 2011. Lieff Cabraser attorneys continued to serve as lead counsel, and litigated the case for over two more years. In all, plaintiffs defeated no less than 10 dispositive motions, as well as three writ petitions to the Court of Appeals.

In addition to the monetary recovery, Sutter Health agreed to a comprehensive series of billing and transparency reforms, which California Insurance Commissioner Dave Jones called “a groundbreaking step in opening up hospital billing to public scrutiny.” On the date the settlement was announced, the California Hospital Association recognized its significance by issuing a press release stating that the settlement “compels industry-wide review of anesthesia billing.” Defendant Multiplan, Inc., a large leased network Preferred Provider Organization, separately paid a $925,000 civil penalty for its role in enabling Sutter’s alleged false billing scheme.

4. United States ex rel. Dye v. ATK Launch Systems, No. 1:06-CV-39-TS (D. Utah). Lieff Cabraser served as co-counsel for a whistleblower who alleged that ATK Launch Systems knowingly sold defective and potentially dangerous illumination flares to the United States military in violation of the federal False Claims Act. The specialized flares were used in nighttime combat, covert missions, and search and rescue operations. A key design specification set by the Defense Department was that these highly flammable and dangerous items ignite only under certain conditions. The complaint alleged that the ATK flares at issue could ignite when dropped from a height of less than 10 feet – and, according to ATK’s own analysis, from as little as 11.6 inches – notwithstanding contractual specifications that they be capable of withstanding such a drop. In April 2012, the parties reached a settlement valued at $37 million.

5. United States ex rel. Mauro Vosilla and Steven Rossow v. Avaya, Inc., No. CV04-8763 PA JTLx (C.D. Cal.). Lieff Cabraser represented a whistleblower in litigation alleging that defendants Avaya, Lucent Technologies, and AT&T violated the Federal False Claims Act and state false claims statutes. The complaint alleged that defendants charged governmental agencies for the lease, rental, and post-warranty maintenance of telephone communications systems and services that the governmental agencies no longer possessed and/or were no longer maintained by defendants. In November 2010, the parties entered into a $21.75 million settlement of the litigation.


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6. State of California ex rel. Associates Against FX Insider State Street Corp., No. 34-2008-00008457 (Sacramento Supr. Ct., Cal.) (“State Street I”). Lieff Cabraser served as co-counsel for the whistleblowers in this action against State Street Corporation. The Complaint alleged that State Street violated the California False Claims Act with respect to certain foreign exchange transactions it executed with two California public pension fund custodial clients. The California Attorney General intervened in the case in October 2009.

IX. Digital Privacy and Data Security

A. Current Cases

1. Balderas v. Tiny Lab Productions, et al., Case 6:18-cv-00854 (D. New Mexico). Lieff Cabraser, with co-counsel, is working with the Attorney General of the State of New Mexico to represent parents, on behalf of their children, in a federal lawsuit seeking to protect children in the state from a foreign developer of child-directed apps and its marketing partners. The lawsuit alleges that the child-app developer Tiny Lab Productions and its co-defendants (including Google, Twitter, and AdMob) surreptitiously harvest children’s personal information for the purpose of profiling and targeting children for commercial exploitation, without adequate disclosures and verified parental consent. When children play Tiny Lab’s gaming apps on their mobile devices, their geolocation, demographic characteristics, online activity, and other personal data, are exfiltrated to third-parties and their marketing networks in order to target the children with advertisements. The apps at issue, clearly and indisputably designed for children, include Fun Kid Racing, Candy Land Racing, and GummyBear and Friends Speed Racing. The action brings claims under the federal Children's Online Privacy Protection Act, as well as New Mexico state laws.

2. In re Google Inc. Street View Electronic Communications Litigation, No. 3:10-md-021784-CRB (N.D. Cal.). Lieff Cabraser represents individuals whose right to privacy was violated when Google intentionally equipped its Google Maps “Street View” vehicles with Wi-Fi antennas and software that collected data transmitted by those persons’ Wi-Fi networks located in their nearby homes. Google collected not only basic identifying information about individuals’ Wi-Fi networks, but also personal, private data being transmitted over their Wi-Fi networks such as emails, usernames, passwords, videos, and documents. Plaintiffs allege that Google’s actions violated the federal Wiretap Act, as amended by the Electronic Communications Privacy Act. On September 10, 2013, the Ninth Circuit Court of Appeals held that Google’s actions are not exempt from the Act.


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3. Campbell v. Facebook, No. 4:13-cv-05996 (N.D. Cal.). Lieff Cabraser serves as Co-Lead Counsel in a nationwide class action lawsuit alleging that Facebook intercepts certain private data in users’ personal and private messages on the social network and profits by sharing that information with third parties. When a user composes a private Facebook message and includes a link (a “URL”) to a third party website, Facebook allegedly scans the content of the message, follows the URL, and searches for information to profile the message-sender’s web activity. This enables Facebook to data mine aspects of user data and profit from that data by sharing it with advertisers, marketers, and other data aggregators. In December 2014, the Court in large part denied Facebook’s motion to dismiss. In rejecting one of Facebook’s core arguments, U.S. District Court Judge Phyllis Hamilton stated: “An electronic communications service provider cannot simply adopt any revenue-generating practice and deem it ‘ordinary’ by its own subjective standard.” In August of 2017, Judge Hamilton granted final approval to an injunctive relief settlement of the action. As part of the settlement, Facebook has ceased the offending practices and has made changes to its operative relevant user disclosures.

4. In re Carrier IQ Privacy Litigation, MDL No. 2330 (N.D. Cal.). Lieff Cabraser represents a plaintiff in Multi-District Litigation against Samsung, LG, Motorola, HTC, and Carrier IQ alleging that smartphone manufacturers violated privacy laws by installing tracking software, called IQ Agent, on millions of cell phones and other mobile devices that use the Android operating system. Without notifying users or obtaining consent, IQ Agent tracks users’ keystrokes, passwords, apps, text messages, photos, videos, and other personal information and transmits this data to cellular carriers. In a 96-page order issued in January 2015, U.S. District Court Judge Edward Chen granted in part, and denied in part, defendants’ motion to dismiss. Importantly, the Court permitted the core Wiretap Act claim to proceed as well as the claims for violations of the Magnuson-Moss Warranty Act and the California Unfair Competition Law and breach of the common law duty of implied warranty.

5. Diaz v. Intuit, No. 5:15-CV-01778-PSG (N.D. Cal.). Lieff Cabraser represents identity theft victims in a nationwide class action lawsuit against Intuit for allegedly failing to protect consumers’ data from foreseeable and preventable breaches, and by facilitating the filing of fraudulent tax returns through its TurboTax software program. The complaint alleges that Intuit failed to protect data provided by consumers who purchased TurboTax, used to file an estimated 30 million tax returns for American taxpayers every year, from easy access by hackers and other cybercriminals. The complaint further alleges that Intuit was aware of the widespread use of TurboTax exclusively for the filing of fraudulent tax returns. Yet, Intuit failed to adopt basic cyber security policies to prevent this misuse of TurboTax. As a result, fraudulent tax returns were filed in


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the names of the plaintiffs and thousands of other individuals across America, including persons who never purchased TurboTax.

6. Henson v. Turn, No. 3:15-CV-01497 (N.D. Cal.). Lieff Cabraser represents plaintiffs in class action litigation alleging that internet marketing company Turn, Inc. violates users’ digital privacy by installing software tracking beacons on smartphones, tablets, and other mobile computing devices. The complaint alleges that in an effort to thwart standard privacy settings and features, Turn deploys so-called “zombie cookies” that cannot be detected or deleted, and that track smartphone activity across various browsers and applications. Turn uses the data harvested by these cookies to build robust user profiles and sell targeted and profitable advertising, all without the user’s knowledge or consent. The complaint alleges that Turn’s conduct violates consumer protection laws and amounts to trespass.

7. McDowell v. CGI Group, No. 1:15-cv-01157-GK (D.D.C.). Lieff Cabraser represents individuals in class action litigation against CGI Group, Inc. and CGI Federal, Inc. (collectively “CGI”) for allegedly facilitating a data breach affecting more than 1,000 U.S. citizens. The U.S. government contracts with CGI to manage all U.S. passport application activities. Passport applicants must provide their name, date of birth, city of birth, state of birth, country of birth, social security number, sex, height, hair color, eye color, occupation, and evidence of U.S. citizenship, such as a previously issued U.S. passport, or U.S. birth certificate. Between 2010 and May 2, 2015, CGI employees allegedly stole and sold personal information of passport applicants to cybercriminals. The mass identity theft allowed cybercriminals to use stolen information to buy cell phones and computers, and to obtain lines of credit. The complaint alleges that CGI failed to fulfill its legal duty to protect customers’ sensitive personal and financial information.

B. Successes

1. Fowles v. Anthem, No. 3:15-cv-2249 (N.D. Cal.). Lieff Cabraser represents individuals in a class action lawsuit against Anthem for its alleged failure to safeguard and secure the medical records and other personally identifiable information of its members. The second largest health insurer in the U.S., Anthem provides coverage for 37.5 million Americans. Anthem’s customer database was allegedly attacked by international hackers on December 10, 2014. Anthem says it discovered the breach on January 27, 2015, and reported it about a week later on February 4, 2015. California customers were informed around March 18, 2015. The theft included names, birth dates, social security numbers, billing information, and highly confidential health information. The complaint charged that Anthem violated its duty to safeguard and protect


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consumers’ personal information, and violated its duty to disclose the breach to consumers in a timely manner. In addition, the complaint charged that Anthem was on notice about the weaknesses in its computer security defenses for at least a year before the breach occurred.

In August 2018, Judge Lucy H. Koh of the U. S. District Court for the Northern District of California granted final approval to a class action settlement which required Anthem to undertake significant additional cybersecurity measures to better safeguard information going forward, and to pay $115 million into a settlement fund from which benefits to settlement class members will be paid.

2. Matera v. Google Inc., No. 5:15-cv-04062 (N.D. Cal.). Lieff Cabraser represented consumers in a digital privacy class action against Google Inc. over claims the popular Gmail service conducted unauthorized scanning of email messages to build marketing profiles and serve targeted ads. The complaint alleged that Google routinely scanned email messages that were sent by non-Gmail users to Gmail subscribers, analyzed the content of those messages, and then shared that data with third parties in order to target ads to Gmail users, an invasion of privacy that violated the California Invasion of Privacy Act and the federal Electronic Communications Privacy Act. In February 2018, the Court granted final approval to a $2.2 million settlement of the action. Under the settlement, Google made business-related changes to its Gmail service, as part of which, Google will no longer scan the contents of emails sent to Gmail accounts for advertising purposes, whether during the transmission process or after the emails have been delivered to the Gmail user’s inbox. The proposed changes, which will not apply to scanning performed to prevent the spread of spam or malware, will run for at least three years.

3. Ebarle et al. v. LifeLock Inc., No. 3:15-cv-00258 (N.D. Cal.). Lieff Cabraser represented consumers who subscribed to LifeLock’s identity theft protection services in a nationwide class action fraud lawsuit. The complaint alleged LifeLock did not protect the personal information of its subscribers from hackers and criminals, and specifically that, contrary to its advertisements and statements, LifeLock lacked a comprehensive monitoring network, failed to provide “up-to-the-minute” alerts of suspicious activity, and did an inferior job of providing the same theft protection services that banks and credit card companies provide, often for free. On September 21, 2016, U.S. District Judge Haywood Gilliam, Jr. granted final approval to a $68 million settlement of the case.

4. Perkins v. LinkedIn, No. 13-CV-04303-LHK (N.D. Cal.). Lieff Cabraser represented individuals who joined LinkedIn's network and, without their consent or authorization, had their names and likenesses used by LinkedIn to endorse LinkedIn's services and send repeated emails


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to their contacts asking that they join LinkedIn. On February 16, 2016, the Court granted final approval to a $13 million settlement, one of the largest per-class member settlements ever in a digital privacy class action. In addition to the monetary relief, LinkedIn agreed to make significant changes to Add Connections disclosures and functionality. Specifically, LinkedIn revised disclosures to real-time permission screens presented to members using Add Connections, agreed to implement new functionality allowing LinkedIn members to manage their contacts, including viewing and deleting contacts and sending invitations, and to stop reminder emails from being sent if users have sent connection invitations inadvertently.

5. Corona v. Sony Pictures Entertainment, No. 2:14-CV-09660-RGK (C.D. Cal.). Lieff Cabraser served as Plaintiffs’ Co-Lead Counsel in class action litigation against Sony for failing to take reasonable measures to secure the data of its employees from hacking and other attacks. As a result, personally identifiable information of thousands of current and former Sony employees and their families was obtained and published on websites across the Internet. Among the staggering array of personally identifiable information compromised were medical records, Social Security Numbers, birth dates, personal emails, home addresses, salaries, tax information, employee evaluations, disciplinary actions, criminal background checks, severance packages, and family medical histories. The complaint charged that Sony owed a duty to take reasonable steps to secure the data of its employees from hacking. Sony allegedly breached this duty by failing to properly invest in adequate IT security, despite having already succumbed to one of the largest data breaches in history only three years ago. In October 2015, an $8 million settlement was reached under which Sony agreed to reimburse employees for losses and harm.

X. International and Human Rights Litigation

A. Successes

1. Holocaust Cases. Lieff Cabraser was one of the leading firms that prosecuted claims by Holocaust survivors and the heirs of Holocaust survivors and victims against banks and private manufacturers and other corporations who enslaved and/or looted the assets of Jews and other minority groups persecuted by the Nazi Regime during the Second World War era. The firm served as Settlement Class Counsel in the case against the Swiss banks for which the Court approved a U.S. $1.25 billion settlement in July 2000. Lieff Cabraser donated its attorneys’ fees in the Swiss Banks case, in the amount of $1.5 million, to endow a Human Rights clinical chair at Columbia University Law School. The firm was also active in slave labor and property litigation against German and Austrian defendants, and Nazi-era banking litigation against French


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banks. In connection therewith, Lieff Cabraser participated in multi-national negotiations that led to Executive Agreements establishing an additional approximately U.S. $5 billion in funds for survivors and victims of Nazi persecution.

Commenting on the work of Lieff Cabraser and co-counsel in the litigation against private German corporations, entitled In re Holocaust Era German Industry, Bank & Insurance Litigation (MDL No. 1337), U.S. District Court Judge William G. Bassler stated on November 13, 2002:

Up until this litigation, as far as I can tell, perhaps with some minor exceptions, the claims of slave and forced labor fell on deaf ears. You can say what you want to say about class actions and about attorneys, but the fact of the matter is, there was no attention to this very, very large group of people by Germany, or by German industry until these cases were filed. . . . What has been accomplished here with the efforts of the plaintiffs’ attorneys and defense counsel is quite incredible. . . . I want to thank counsel for the assistance in bringing us to where we are today. Cases don’t get settled just by litigants. It can only be settled by competent, patient attorneys.

2. Cruz v. U.S., Estados Unidos Mexicanos, Wells Fargo Bank, et al., No. 01-0892-CRB (N.D. Cal.). Working with co-counsel, Lieff Cabraser succeeded in correcting an injustice that dated back 60 years. The case was brought on behalf of Mexican workers and laborers, known as Braceros (“strong arms”), who came from Mexico to the United States pursuant to bilateral agreements from 1942 through 1946 to aid American farms and industries hurt by employee shortages during World War II in the agricultural, railroad, and other industries. As part of the Braceros program, employers held back 10% of the workers’ wages, which were to be transferred via United States and Mexican banks to savings accounts for each Bracero. The Braceros were never reimbursed for the portion of their wages placed in the forced savings accounts.

Despite significant obstacles including the aging and passing away of many Braceros, statutes of limitation hurdles, and strong defenses to claims under contract and international law, plaintiffs prevailed in a settlement in February 2009. Under the settlement, the Mexican government provided a payment to Braceros, or their surviving spouses or children, in the amount of approximately $3,500 (USD). In approving the settlement on February 23, 2009, U.S. District Court Judge Charles Breyer stated:

I’ve never seen such litigation in eleven years on the bench that was more difficult than this one. It was enormously


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challenging. . . . It had all sorts of issues . . . that complicated it: foreign law, constitutional law, contract law, [and] statute of limitations. . . . Notwithstanding all of these issues that kept surfacing . . . over the years, the plaintiffs persisted. I actually expected, to tell you the truth, at some point that the plaintiffs would just give up because it was so hard, but they never did. They never did. And, in fact, they achieved a settlement of the case, which I find remarkable under all of these circumstances.

FIRM BIOGRAPHY:

PARTNERS

ELIZABETH J. CABRASER, Admitted to practice in California, 1978; U.S. Supreme Court, 1996; U.S. Tax Court, 1979; California Supreme Court, 1978; U.S. District Court, Northern District of California, 1978; U.S. District Court, Eastern District of California, 1979; U.S. District Court, Central District of California and Southern District of California, 1992; U.S. District Court, Eastern District of Michigan, 2005; U.S. Court of Appeals, First Circuit, 2011; U.S. Court of Appeals, Second Circuit, 2009; U.S. Court of Appeals, Third Circuit, 1994; U.S. Court of Appeals, Fifth Circuit, 1992; U.S. Court of Appeals, Sixth Circuit, 1992; U.S. Court of Appeals, Seventh Circuit, 2001; U.S. Court of Appeals, Ninth Circuit, 1979; U.S. Court of Appeals, Tenth Circuit, 1992; U.S. Court of Appeals, Eleventh Circuit, 1992; U.S. District Court, District of Hawaii, 1986; Fourth Circuit Court of Appeals, 2013. Education: University of California, Berkeley, School of Law (Berkeley Law), Berkeley, California (J.D., 1978); University of California at Berkeley (A.B., 1975). Awards and Honors: AV Preeminent Peer Review Rated, Martindale-Hubbell; ; selected for inclusion by peers in The Best Lawyers in America in the fields of “Mass Tort Litigation/Class Actions – Plaintiffs” and “Personal Injury Litigation – Plaintiffs, Product Liability Litigation – Plaintiffs,” 2005-2019; “Northern California Super Lawyer,” Super Lawyers, 2004-2019; “Lawyer of the Year,” Best Lawyers, recognized in the category of Mass Tort Litigation/Class Actions - Plaintiffs and Product Liability Litigation - Plaintiffs for San Francisco, 2014, 2016, 2018; “Elite Women of the Plaintiffs Bar,” National Law Journal, 2018; “Champion of Justice,” Public Justice, 2018; “Titan of the Plaintiffs’ Bar,” Law360, 2018; “Top California Women Lawyers,” Daily Journal, 2007-2018; “National Trial Lawyers Hall of Fame,” National Trial Lawyers Association, 2018; “Lifetime Achievement Award,” National Law Journal, 2017; “Plaintiff Lawyer of the Year,” Benchmark Litigation, 2017; “Top 250 Women in Litigation,” Benchmark Litigation, 2016-2018; “Top Plaintiff Lawyers,” Daily Journal, 2016-2017; “Leader in the Field” for General Commercial Litigation (California); Product Liability – Plaintiffs (Nationwide), Chambers USA, 2017; “Energy and Environmental Law Trailblazer,” National Law Journal, 2017; “Top 10 Northern California Super Lawyers,” Super Lawyers, 2018; “Top 50 Women Northern California Super Lawyers,” Super Lawyers, 2005-2018; “Top 100 Northern California Super Lawyers,” Super Lawyers, 2005-2018; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2017; “California Litigation Star,” Benchmark Litigation, 2012-2017; “Litigator of the Week,”


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American Lawyer Litigation Daily, October 28, 2016; “25 Most Influential Women in Securities Law,” Law360, 2016 ; “MVP for Class Action Law,” Law360, 2016; “Judge Learned Hand Award,” American Jewish Committee, 2016; “Top 10 Female Litigators,” Benchmark Litigation, 2016; “Women Trailblazers in the Law,” Senior Lawyers Division, American Bar Association, 2015 “Top 100 Trial Lawyers in America,” Benchmark Litigation, 2015; “Top Trial Lawyer,” Benchmark Litigation, 2016; “Top 100 Attorneys in California,” Daily Journal, 2002-2007, 2010-2015; “Lawdragon 500 Leading Lawyers in America,” Lawdragon, 2005-2015; “Outstanding Women Lawyer,” National Law Journal, 2015; “Top 10 Northern California Super Lawyer,” Super Lawyers, 2011-2016; “Recommended Lawyer,” The Legal 500 (U.S. edition, 2000-2014); “100 Most Influential Lawyers in America,” The National Law Journal, 1997, 2000, 2006, & 2013; “Lifetime Achievement Award,” American Association for Justice, 2012; “Outstanding Achievement Award,” Chambers USA, 2012; “Margaret Brent Women Lawyers of Achievement Award,” American Bar Association Commission on Women in the Profession, 2010; “Edward Pollock Award,” Consumer Attorneys of California, 2008; “Lawdragon 500 Leading Plaintiffs’ Lawyers,” Lawdragon, Winter 2007; “50 Most Influential Women Lawyers in America,” The National Law Journal, 1998 & 2007; “Award For Public Interest Excellence,” University of San Francisco School of Law Public Interest Law Foundation, 2007; “Top 75 Women Litigators,” Daily Journal, 2005-2006; “Lawdragon 500 Leading Litigators in America,” Lawdragon, 2006; “Distinguished Leadership Award,” Legal Community Against Violence, 2006; “Women of Achievement Award,” Legal Momentum (formerly the NOW Legal Defense & Education Fund), 2006; “Top 30 Securities Litigator,” Daily Journal, 2005; “Top 50 Women Litigators,” Daily Journal, 2004; “Citation Award,” University of California, Berkeley, School of Law (Berkeley Law), 2003; “Distinguished Jurisprudence Award,” Anti-Defamation League, 2002; “Top 30 Women Litigators,” California Daily Journal, 2002; “Top Ten Women Litigators,” The National Law Journal, 2001; “Matthew O. Tobriner Public Service Award,” Legal Aid Society, 2000; “California Law Business Top 100 Lawyers,” California Daily Journal, 2000; “California Lawyer of the Year (CLAY),” California Lawyer, 1998; “Presidential Award of Merit,” Consumer Attorneys of California, 1998; “Public Justice Achievement Award,” Public Justice, 1997. Publications & Presentations: Editor-in-Chief, California Class Actions Practice and Procedure, LexisNexis (updated annually); “Punitive Damages,” Proving and Defending Damage Claims, Chapter 8, Aspen Publishers (updated annually); “Symposium: Enforcing the Social Contract through Representative Litigation,” 33 Connecticut Law Review 1239 (Summer 2011); “Apportioning Due Process: Preserving The Right to Affordable Justice,” 87 Denver U. L.Rev. 437 (2010); “Due Process Pre-Empted: Stealth Preemption As a Consequence of Agency Capture” (2010); “When Worlds Collide: The Supreme Court Confronts Federal Agencies with Federalism in Wyeth v. Levine,” 84 Tulane L. Rev. 1275 (2010); “Just Choose: The Jurisprudential Necessity to Select a Single Governing Law for Mass Claims Arising from Nationally Marketed Consumer Goods and Services,” Roger Williams University Law Review (Winter 2009); “California Class Action Classics,” Consumer Attorneys of California (January/February Forum 2009); Executive Editor, ABA Section of Litigation, Survey of State Class Action Law, 2008-2010; Coordinating Editor, ABA Section of Litigation, Survey of State Class Action Law, 2006-2007; “The Manageable Nationwide Class: A Choice-of-Law Legacy of Phillips Petroleum Co. v. Shutts,” University of Missouri- Kansas City Law Review, Volume 74, Number 3, Spring 2006; Co-Author with Fabrice N. Vincent, “Class Actions Fairness Act of 2005,” California Litigation, Vol. 18, No. 3 (2005); Co-Author with Joy A. Kruse, Bruce Leppla, “Selective Waiver: Recent Developments in the Ninth Circuit and California,” (pts. 1 & 2),


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Securities Litigation Report (West Legalworks May & June 2005); Editor-in-Chief, California Class Actions Practice and Procedures (2003); “A Plaintiffs’ Perspective On The Effect of State Farm v. Campbell On Punitive Damages in Mass Torts” (May 2003); Co-Author, “Decisions Interpreting California’s Rules of Class Action Procedure,” Survey of State Class Action Law, updated and re-published in 5 Newberg on Class Actions (ABA 2001-2004); Co-Author, “Mass But Not (Necessarily) Class: Emerging Aggregation Alternatives Under the Federal Rules,” ABA 8th Annual National Institute on Class Actions, New York (Oct. 15, 2004), New Orleans (Oct. 29, 2004); Co-Author, “2004 ABA Toxicology Monograph-California State Law,” (January 2004); “Mass Tort Class Actions,” ATLA's Litigating Tort Cases, Vol. 1, Chapter 9 (June 2003); “Human Rights Violations as Mass Torts: Compensation as a Proxy for Justice in the United States Civil Litigation System”; Co-Author with Fabrice N. Vincent, “Ethics and Admissibility: Failure to Disclose Conflicts of Interest in and/or Funding of Scientific Studies and/or Data May Warrant Evidentiary Exclusions,” Mealey’s December Emerging Drugs Reporter (December 2002); Co-Author with Fabrice N. Vincent, “The Shareholder Strikes Back: Varied Approaches to Civil Litigation Claims Are Available to Help Make Shareholders Whole,” Mealey’s Emerging Securities Litigation Reporter (September 2002); Coordinating Editor and Co-Author of California section of the ABA State Class Action Survey (2001-2002); “Unfinished Business: Reaching the Due Process Limits of Punitive Damages in Tobacco Litigation Through Unitary Classwide Adjudication,” 36 Wake Forest Law Review 979 (Winter 2001); “Symposium: Enforcing the Social Contract through Representative Litigation,” 33 Connecticut Law Review 1239 (Summer 2001); “Equity for the Victims, Equity for the Transgressor: The Classwide Treatment of Punitive Damages Claims,” 74 Tulane Law Review 2005 (June 2000); “Class Action Trends and Developments After Amchem and Ortiz,” in Civil Practice and Litigation Techniques in Federal and State Courts (ALI-ABA Course of Study 1999); Contributor/Editor, Moore’s Federal Practice (1999); Co-Author, “Preliminary Issues Regarding Forum Selection, Jurisdiction, and Choice of Law in Class Actions,” (December 1999); “Life After Amchem: The Class Struggle Continues,” 31 Loyola Law Review 373 (1998); “Recent Developments in Nationwide Products Liability Litigation: The Phenomenon of Non-Injury Products Cases, the Impact of Amchem and the Trend Toward State Court Adjudication,” Products Liability (ABA February 1998); Contributor/Editor, California Causes of Action (1998); “Beyond Bifurcation: Multi-Phase Structure in Mass Tort Class Actions,” Class Actions & Derivative Suits (Spring 1997); “The Road Not Taken: Thoughts on the Fifth Circuit’s Decertification of the Castano Class,” SB24 ALI-ABA 433 (1996); “Getting the Word Out: Pre-Certification Notice to Class Members Under Rule 23(d)(2),” Class Actions & Derivative Suits Newsletter (October 1995); “Mass Tort Class Action Settlements,” 24 CTLA Forum 11 (January-February 1994); “Do You Know the Way from San Jose? The Evolution of Environmental and Toxic Nuisance Class Actions,” Class Actions & Derivative Suits (Spring 1994); “An Oracle of Change? Realizing the Potential of Emerging Fee Award Methodologies for Enhancing The Role and Control of Investors in Derivative and Class Action Suits,” Principles of Corporate Governance (ALI October 1994); “How To Streamline Complex Litigation: Tailor a Case Management Order to Your Controversy,” 21 The Brief 12 (ABA/TIPS Summer 1992); “The Applicability of the Fraud-On-The-Market Theory to Undeveloped Markets: When Fraud Creates the Market,” 12 Class Action Reports 402 (1989); “Mandatory Certification of Settlement Classes,” 10 Class Action Reports 151 (1987). Member: American Academy of Arts and Sciences (Fellow); American Association for Justice (Fight for Justice Campaign; Women Trial Lawyers Caucus; California State Liaison); American Bar Association (Committee on Mass Torts, Past Co-Chair; Committee


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on Class Actions and Derivative Suits; Tort and Insurance Practice Section; Rules & Procedures Committee, Past Vice-Chair; Civil Procedure & Evidence News Letter, Contributor; Business Law Section); American Constitution Society, Board of Advisors; American Law Institute (1993 - present; Council, 1999 - present; Adviser, the Restatement Third, Consumer Contracts project and the Restatement Third, Torts: Liability for Economic Harm; Members Consultative Group, the Restatement Third, Torts: Liability for Physical Harm; past Adviser, the Recognition & Enforcement of Foreign Judgments project and the Principles of the Law of Aggregate Litigation project); Association of Business Trial Lawyers; Bar Association of the Fifth Federal Circuit; Bar Association of San Francisco (Past President, Securities Litigation Section; Board of Directors, 1997 - 1998; Judiciary Committee); Bay Area Lawyers for Individual Freedom; California Constitution Revision Commission (1993 -1996); California Women Lawyers; Consumer Attorneys of California; Federal Bar Association; Federal Bar Association (Northern District of California Chapter); Federal Civil Rules Advisory Committee (Appointed by Supreme Court, 2011); Lawyers Club of San Francisco; National Center for State Courts (Board Member; Mass Tort Conference Planning Committee); National Judicial College (Board of Trustees); Ninth Circuit Judicial Conference (Lawyer Delegate, 1992 - 1995); Northern District of California Civil Justice Reform Act (Advisory Committee; Advisory Committee on Professional Conduct); Northern District of California Civil Justice Reform Act (CJRA) Advisory Committee; Public Justice Foundation; Queen’s Bench; State Bar of California.

RICHARD M. HEIMANN, Admitted to practice in Pennsylvania, 1972; District of Columbia, 1974; California, 1975; New York, 2000; U.S. Supreme Court, 1980; U.S. Court of Appeals, Second Circuit, 2013; U.S. Court of Appeals, Ninth Circuit, 1999; U.S. Court of Appeals, Eleventh Circuit, 2015; U.S. Court of Appeals, D.C. Circuit, 1973; U.S. District Court, Central District of California, 2001; U.S. District Court, Northern District of California, 1975; U.S. District Court, Southern District of California, 2005; U.S. District Court, District of Hawaii, 1985;U.S. District Court, District of Colorado, 2006. Education: Georgetown University (J.D., 1972); Georgetown Law Journal, 1971-72; University of Florida (B.S.B.A., with honors, 1969). Prior Employment: Mr. Heimann served as Deputy District Attorney and Acting Assistant District Attorney for Tulare County, California, 1974-75, and as an Assistant Public Defender in Philadelphia, Pennsylvania, 1972-74. As a private civil law attorney, Mr. Heimann has tried over 30 civil jury cases, including complex cases such as the successful FPI/Agretech and Edsaco securities class action trials. In April 2002 in the Edsaco case, a federal jury in San Francisco, California returned a $170.7 million verdict against Edsaco Ltd., which included $165 million in punitive damages. Awards & Honors: AV Preeminent Peer Review Rated, Martindale-Hubbell; Selected for inclusion by peers in The Best Lawyers in America in fields of “Bet the Company Litigation,” “Litigation – Antitrust,” “Litigation – Securities,” and “Mass Tort Litigation/Class Actions – Plaintiffs,” 2007-2019; “Lawdragon 500 Leading Lawyers in America,” Lawdragon, 2019; “Northern California Super Lawyer,” Super Lawyers, 2004-2019; “Lawyer of the Year,” Best Lawyers, Litigation-Securities for San Francisco, 2017; “Top 100 Trial Lawyers in America,” Benchmark Litigation, 2017; “Outstanding Private Practice Antitrust Achievement,” American Antitrust Institute, 2017; “Lawyer of the Year,” Best Lawyers, Litigation-Securities for San Francisco, 2016; “California Litigation Star,” Benchmark Litigation, 2013-2016; “Trial Ace,” Law360 (one of 50 attorneys in the U.S. recognized by Law360 in 2015 as the foremost trial lawyers in America); Legal 500 recommended lawyer, LegalEase, 2013; "Top 100 Northern California Super Lawyers," Super Lawyers, 2013; “Consumer Attorney of the Year Finalist,”


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Consumer Attorneys of California, 2011; California Lawyer of the Year (CLAY) Award, California Lawyer, 2011, 2013; “Lawdragon Finalist,” Lawdragon, 2009-2011; “Top 100 Attorneys in California,” Daily Journal, 2010-2011; “Top Attorneys In Securities Law,” Super Lawyers Corporate Counsel Edition, 2010, 2012. Publications & Presentations: Securities Law Roundtable, California Lawyer (March 2013); Securities Law Roundtable, California Lawyer (September 2010); Securities Law Roundtable, California Lawyer (March 2009); Securities Law Roundtable, California Lawyer (April 2008); Securities Law Roundtable, CaliforniaLawyer (April 2007); Co-Author, “Preliminary Issues Regarding Forum Selection, Jurisdiction, and Choice of Law in Class Actions” (December 1999). Member: State Bar of California; Bar Association of San Francisco.

WILLIAM BERNSTEIN, Admitted to practice in California, 1975; U.S. Court of Appeals, Ninth Circuit, 1987; U.S. District Court, Northern District of California, 1975; New York and U.S. Supreme Court, 1985; U.S. District Court, Central and Eastern Districts of California, 1991; U.S. District Court, Southern District of California, 1992; U.S. Court of Appeals, Third Circuit, 2008. Education: University of San Francisco (J.D., 1975); San Francisco Law Review, 1974-75; University of Pennsylvania (B.A., general honors, 1972). Community Service: Adjunct Professor of Law, University of San Francisco, Settlement Law, 2006-present; Judge Pro Tem for San Francisco Superior Court, 2000-present; Marin Municipal Court, 1984; Discovery Referee for the Marin Superior Court, 1984-89; Arbitrator for the Superior Court of Marin, 1984-1990. Awards & Honors: AV Preeminent Peer Review Rated, Martindale-Hubbell; “California Litigation Star,” Benchmark Plaintiff (ranked as one of California’s leading litigators in antitrust law); Selected for inclusion by peers in The Best Lawyers in America in field of “Litigation - Antitrust,” 2013-2019; “Northern California Super Lawyer,” Super Lawyers, 2004-2019; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2014; “Lawdragon Finalist,” Lawdragon, 2009-2011; “Top Attorneys In Antitrust Law,” SuperLawyers Corporate Counsel Edition, 2010, 2012; Princeton Premier Registry, Business Leaders and Professionals, 2008-2009; “Top 100 Trial Lawyers in California,” American Trial Lawyers Association, 2008; Who’s Who Legal, 2007; Unsung Hero Award, Appleseed, 2006. Publications & Presentations: “The Rise and Fall of Enron’s One-To-Many Trading Platform,” American Bar Association Antitrust Law Section, Annual Spring Meeting (2005); Co-Author with Donald C. Arbitblit, “Effective Use of Class Action Procedures in California Toxic Tort Litigation,” Hastings West-Northwest Journal of Environmental and Toxic Torts Law and Policy, No. 3 (Spring 1996). Member: Board of Governors, Association of Business Trial Lawyers; Bar Association of San Francisco; Marin County Bar Association (Admin. of Justice Committee, 1988); State Bar of California.

DONALD C. ARBITBLIT, Admitted to practice in Vermont, 1979; California and U.S. District Court, Northern District of California, 1986. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D., 1979); Order of the Coif; Tufts University (B.S., magna cum laude, 1974). Awards and Honors: AV Preeminent Peer Review Rated, Martindale-Hubbell; Selected for inclusion by peers in The Best Lawyers in America in fields of “Mass Tort Litigation/Class Actions - Plaintiffs” and “Personal Injury Litigation – Plaintiffs,” 2012-2019; Northern California Super Lawyers,” Super Lawyers, 2004, 2006-2008, 2014-2019; Legal 500 recommended lawyer, LegalEase, 2013; “Lawdragon Finalist,” Lawdragon, 2009-2011. Publications & Presentations: Co-Author with Wendy Fleishman, “The Risky Business of


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Off-Label Use,” Trial (March 2005); “Comment on Joiner: Decision on the Daubert Test of Admissibility of Expert Testimony,” 6 Mealey’s Emerging Toxic Torts, No. 18 (December 1997); Co-author with William Bernstein, “Effective Use of Class Action Procedures in California Toxic Tort Litigation,” 3 Hastings West-Northwest Journal of Environmental Law and Policy, No. 3 (Spring 1996); “The Plight of American Citizens Injured by Transboundary River Pollution,” 8 Ecology Law Quarterly, No. 2 (1979). Appointments: Co-Chair, California JCCP Yaz Science Committee, 2010-Present; Member of the Federal Court-appointed Science Executive Committee, and Chair of the Epidemiology/Clinical Trials Subcommittee, In re Vioxx Products Liability Litigation, MDL No. 1657 (E.D. La.); Member of the Federal Court-appointed Science and Expert Witness Committees in In re Diet Drugs (Phentermine/Fenfluramine /Dexfenfluramine) Products Liability Litigation, MDL No. 1203 (E.D. Pa.), In re Baycol Products Litigation, MDL No. 1431 (D. Minn.) and Rezulin Products Liability Litigation, MDL No. 1348 (S.D.N.Y.). Member: State Bar of California; Bar Association of San Francisco.

STEVEN E. FINEMAN, Managing Partner. Admitted to practice in California, 1989; U.S. District Court, Northern, Eastern and Central Districts of California and U.S. Court of Appeals, Ninth Circuit, 1995; U.S. Court of Appeals, Fifth Circuit, 1996; New York, U.S. District Court, Eastern and Southern Districts of New York, U.S. District Court, District of Colorado, 2006; U.S. Court of Appeals, Second Circuit and U.S. Supreme Court, 1997; U.S. District Court for the District of Columbia, 1997. Education: University of California, Hastings College of the Law (J.D., 1988); University of California, San Diego (B.A., 1985); Stirling University, Scotland (English Literature and Political Science, 1983-84). Awards & Honors: Selected for inclusion by peers in The Best Lawyers in America in the fields of “Mass Tort Litigation/Class Actions – Plaintiffs,” 2006-2019; “Super Lawyer for New York Metro,” Super Lawyers, 2006-2017; “Lawyer of the Year,” Best Lawyers, recognized in the category of Mass Tort Litigation/Class Actions – Plaintiffs for New York City, 2016; "New York Litigation Star," Benchmark Litigation, 2013-2016; Member, Best Lawyers Advisory Board, a select group of U.S. and international law firm leaders and general counsel, 2011-2012; “Lawdragon Finalist,” Lawdragon, 2009-present; “Top Attorneys In Securities Law,” Super Lawyers Business Edition, 2008-present; Consultant to the Office of Attorney General, State of New York, in connection with an industry-wide investigation and settlement concerning health insurers’ use of the “Ingenix database” to determine usual and customary rates for out-of-network services, April 2008-February 2009; “100 Managing Partners You Need to Know,” Lawdragon, 2008; “40 Under 40,” selected as one of the country’s most successful litigators under the age of 40, The National Law Journal, 2002. Publications & Presentations: American Association for Justice, The Future of Class Actions: Teamwork, Savvy Defense, and Smart Offense, Panel Member, “Going on Offense: Developing a Proactive Plan” (May 11, 2017, Nashville, Tennessee); University of Haifa Faculty of Law, Dispute Resolution of Consumer Mass Disputes, Panelist, “The Role of the Lead Lawyer in Consumer Class Actions” (March 17, 2017, Haifa, Israel); Global Justice Forum, Presented by Robert L. Lieff – Moderator of Financial Fraud Litigation Panel and Participant on Financing of Litigation Panel (October 4, 2011, Columbia Law School, New York, New York); The Canadian Institute, The 12th Annual Forum on Class Actions – Panel Member, Key U.S. and Cross-Border Trends: Northbound Impacts and Must-Have Requirements (September 21, 2011, Toronto, Ontario, Canada); Co-Author with Michael J. Miarmi, “The Basics of Obtaining Class Certification in Securities Fraud Cases: U.S. Supreme Court Clarifies Standard, Rejecting Fifth Circuit’s ‘Loss Causation’ Requirement,” Bloomberg Law Reports (July 5, 2011); Stanford


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University Law School, Guest Lecturer for Professor Deborah Hensler’s course on Complex Litigation, Representing Plaintiffs in Large-Scale Litigation (March 2, 2011, Stanford, California); Stanford University Law School — Panel Member, Symposium on the Future of the Legal Profession, (March 1, 2011, Stanford, California); Stanford University Law School, Member, Advisory Forum, Center of the Legal Profession (2011-Present); 4th Annual International Conference on the Globalization of Collective Litigation — Panel Member, Funding Issues: Public versus Private Financing (December 10, 2010, Florida International University College of Law, Miami, Florida); “Bill of Particulars, A Review of Developments in New York State Trial Law,” Column, The Supreme Court’s Decisions in Iqbol and Twombly Threaten Access to Federal Courts (Winter 2010); American Constitution Society for Law and Policy, Access to Justice in Federal Courts — Panel Member, The Iqbal and Twombly Cases (January 21, 2010, New York, New York); American Bar Association, Section of Litigation, The 13th Annual National Institute on Class Actions — Panel Member, Hydrogen Peroxide Will Clear It Up Right Away: Developments in the Law of Class Certification (November 20, 2009, Washington, D.C.); Global Justice Forum, Presented by Robert L. Lieff and Lieff, Cabraser, Heimann & Bernstein, LLP — Conference Co-Host and Moderator of Mediation/Arbitration Panel (October 16, 2009, Columbia Law School, New York, New York); Stanford University Law School, Guest Lecturer for Professor Deborah Hensler’s course on Complex Litigation, Foreign Claimants in U.S. Courts/U.S. Lawyers in Foreign Courts (April 6, 2009, Stanford, California); Consultant to the Office of Attorney General, State of New York, in connection with an industry-wide investigation and settlement concerning health insurers’ use of the “Ingenix database” to determine usual and customary rates for out-of-network services, April 2008-February 2009; Stanford University Law School, Guest Lecturer for Professor Deborah Hensler’s course on Complex Litigation, Foreign Claimants in U.S. Courts/U.S. Lawyers in Foreign Courts (April 16, 2008, Stanford, California); Benjamin N. Cardozo Law School, The American Constitution Society for Law & Policy, and Public Justice, Co-Organizer of conference and Master of Ceremonies for conference, Justice and the Role of Class Actions (March 28, 2008, New York, New York); Stanford University Law School and The Centre for Socio-Legal Studies, Oxford University, Conference on The Globalization of Class Actions, Panel Member, Resolution of Class and Mass Actions (December 13 and 14, 2007, Oxford, England); Editorial Board and Columnist, “Federal Practice for the State Court Practitioner,” New York State Trial Lawyers Association’s “Bill of Particulars,” (2005-present); “Bill of Particulars, A Review of Developments in New York State Trial Law,” Federal Multidistrict Litigation Practice (Fall 2007); “Bill of Particulars, A Review of Developments in New York State Trial Law,” Pleading a Federal Court Complaint (Summer 2007); Stanford University Law School, Guest Lecturer for Professor Deborah Hensler’s course on Complex Litigation, Foreign Claimants in U.S. Courts (April 17, 2007, Palo Alto, California); “Bill of Particulars, A Review of Developments in New York State Law,” Initiating Litigation and Electronic Filing in Federal Court (Spring 2007); “Bill of Particulars, A Review of Developments in New York State Trial Law,” Column, Federal Court Jurisdiction: Getting to Federal Court By Choice or Removal (Winter 2007); American Constitution Society for Law and Policy, 2006 National Convention, Panel Member, Finding the Balance: Federal Preemption of State Law (June 16, 2006, Washington, D.C.); Global Justice Forum, Presented by Lieff, Cabraser, Heimann & Bernstein, LLP — Conference Moderator and Panel Member on Securities Litigation (May 19, 2006, Paris, France); Stanford University Law School, Guest Lecturer for Professor Deborah Hensler’s course on Complex Litigation, Foreign Claimants in U.S. Court (April 25, 2006, Stanford, California); Global Justice Forum, Presented by Lieff, Cabraser,


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Heimann & Bernstein, LLP — Conference Moderator and Speaker and Papers, The Basics of Federal Multidistrict Litigation: How Disbursed Claims are Centralized in U.S. Practice and Basic Principles of Securities Actions for Institutional Investors (May 20, 2005, London, England); New York State Trial Lawyers Institute, Federal Practice for State Practitioners, Speaker and Paper, Federal Multidistrict Litigation Practice, (March 30, 2005, New York, New York), published in “Bill of Particulars, A Review of Developments in New York State Trial Law” (Spring 2005); Stanford University Law School, The Stanford Center on Conflict and Negotiation, Interdisciplinary Seminar on Conflict and Dispute Resolution, Guest Lecturer, In Search of “Global Settlements”: Resolving Class Actions and Mass Torts with Finality (March 16, 2004, Stanford, California); Lexis/Nexis, Mealey’s Publications and Conferences Group, Wall Street Forum: Mass Tort Litigation, Co-Chair of Event (July 15, 2003, New York, New York); Northstar Conferences, The Class Action Litigation Summit, Panel Member on Class Actions in the Securities Industry, and Paper, Practical Considerations for Investors’ Counsel - Getting the Case (June 27, 2003, Washington, D.C.); The Manhattan Institute, Center for Legal Policy, Forum Commentator on Presentation by John H. Beisner, Magnet Courts: If You Build Them, Claims Will Come (April 22, 2003, New York, New York); Stanford University Law School, Guest Lecturer for Professor Deborah Hensler’s Courses on Complex Litigation, Selecting The Forum For a Complex Case — Strategic Choices Between Federal And State Jurisdictions, and Alternative Dispute Resolution ADR In Mass Tort Litigation, (March 4, 2003, Stanford, California); American Bar Association, Tort and Insurance Practice Section, Emerging Issues Committee, Member of Focus Group on Emerging Issues in Tort and Insurance Practice (coordinated event with New York University Law School and University of Connecticut Law School, August 27, 2002, New York, New York); Duke University and University of Geneva, “Debates Over Group Litigation in Comparative Perspective,” Panel Member on Mass Torts and Products Liability (July 21-22, 2000, Geneva, Switzerland); New York Law Journal, Article, Consumer Protection Class Actions Have Important Position, Applying New York’s Statutory Scheme (November 23, 1998); Leader Publications, Litigation Strategist, “Fen-Phen,” Articles, The Admissibility of Scientific Evidence in Fen-Phen Litigation and Daubert Developments: Something For Plaintiffs, Defense Counsel (June 1998, New York, New York); “Consumer Protection Class Actions Have Important Position, Applying New York’s Statutory Scheme,” New York Law Journal (November 23, 1998); The Defense Research Institute and Trial Lawyer Association, Toxic Torts and Environmental Law Seminar, Article and Lecture, A Plaintiffs’ Counsels’ Perspective: What’s the Next Horizon? (April 30, 1998, New York, New York); Lexis/Nexis, Mealey’s Publications and Conference Group, Mealey’s Tobacco Conference: Settlement and Beyond 1998, Article and Lecture, The Expanding Litigation (February 21, 1998, Washington, D.C.); New York State Bar Association, Expert Testimony in Federal Court After Daubert and New Federal Rule 26, Article and Lecture, Breast Implant Litigation: Plaintiffs’ Perspective on the Daubert Principles (May 23, 1997, New York, New York); Plaintiff Toxic Tort Advisory Council, Lexis/Nexis, Mealey’s Publications and Conferences Group (January 2002-2005). Member: American Association for Justice; American Bar Association; American Constitution Society (Board of Directors, 2016-present); Association of the Bar of the City of New York; Bar Association of the District of Columbia; Civil Justice Foundation (Board of Trustees, 2004-present); Fight for Justice Campaign; Human Rights First; National Association of Shareholder and Consumer Attorneys (Executive Committee, 2009-present); New York State Bar Association; New York State Trial Lawyers Association (Board of Directors, 2001-2004); New York State Trial Lawyers Association’s “Bill of Particulars” (Editorial Board and Columnist,


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“Federal Practice for the State Court Practitioner,” 2005-present); Plaintiff Toxic Tort Advisory Council (Lexis/Nexis, Mealey’s Publications and Conferences Group, 2002-2005); Public Justice Foundation (President, 2011-2012; Executive Committee, July 2006-present; Board of Directors, July 2002-present); Co-Chair, Major Donors/Special Gifts Committee, July 2009-present; Class Action Preservation Project Committee, July 2005-present); State Bar of California; Supreme Court Historical Society.

ROBERT J. NELSON, Admitted to practice in California, 1987; California Supreme Court; U.S. District Court, Central District of California, 1987; U.S. District Court, Northern District of California, 1988; U.S. Court of Appeals, Ninth Circuit, 1988; U.S. Court of Appeals, Sixth Circuit, 1995; U.S. Court of Appeals, Seventh Circuit, 2016; District of Columbia, 1998; U.S. District Court, Eastern District of California, 2006; U.S. District Court, Northern District of Ohio; U.S. District Court, Southern District of Ohio; U.S. District Court, Middle District of Tennessee. Education: New York University School of Law (J.D., 1987): Order of the Coif, Articles Editor, New York University Law Review; Root-Tilden-Kern Scholarship Program.Cornell University (A.B., cum laude 1982): Member, Phi Beta Kappa; College Scholar Honors Program. London School of Economics (General Course, 1980-81): Graded First. Prior Employment: Judicial Clerk to Judge Stephen Reinhardt, U.S. Court of Appeals, Ninth Circuit, 1987-88; Assistant Federal Public Defender, Northern District of California, 1988-93; Legal Research and Writing Instructor, University of California-Hastings College of the Law, 1989-91 (Part-time position). Awards & Honors: Selected for inclusion by peers in The Best Lawyers in America in fields of “Personal Injury Litigation – Plaintiffs” and “Product Liability Litigation – Plaintiffs,” 2012-2019; “Northern California Super Lawyer,” Super Lawyers, 2004-2019; “California Litigation Star,” Benchmark Litigation, 2013-2016; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2007, 2010, 2014-2015; Legal 500 recommended lawyer, LegalEase, 2013-Present; “Lawdragon Finalist,” Lawdragon, 2009-2011; “California Lawyer Attorney of the Year (CLAY)” Award, California Lawyer, 2008, 2010; “San Francisco Trial Lawyer of the Year Finalist,” San Francisco Trial Lawyers’ Association, 2007. Publications: False Claims Roundtable, California Lawyer (January 2013); False Claims Roundtable, California Lawyer (April 2012); False Claims Roundtable, California Lawyer (June 2011); False Claims Roundtable, California Lawyer (June 2010); Product Liability Roundtable, California Lawyer (March 2010); Product Liability Roundtable, California Lawyer (July 2009); “Class Action Treatment of Punitive Damages Issues after Philip Morris v. Williams: We Can Get There from Here,” 2 Charleston Law Review 2 (Spring 2008) (with Elizabeth J. Cabraser); Product Liability Roundtable, California Lawyer (December 2007); Contributing Author, California Class Actions Practice and Procedures (Elizabeth J. Cabraser editor in chief, 2003); “The Importance of Privilege Logs,” The Practical Litigator, Vol. II, No. 2 (March 2000) (ALI-ABA Publication); “To Infer or Not to Infer a Discriminatory Purpose: Rethinking Equal Protection Doctrine,” 61 New York University Law Review 334 (1986). Member: American Association for Justice, Fight for Justice Campaign; American Bar Association; American Civil Liberties Union of Northern California; Bar Association of San Francisco; Bar of the District of Columbia; Consumer Attorneys of California; Human Rights Watch California Committee North; RE-volv, Board Member; San Francisco Trial Lawyers Association; State Bar of California.


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KELLY M. DERMODY, Admitted to practice in California (1994); U.S. Supreme Court (2013); U.S. Court of Appeals for the First Circuit (2012); U.S. Court of Appeals for the Second Circuit (2010); U.S. Court of Appeals for the Third Circuit (2001); U.S. Court of Appeals for the Fourth Circuit (2008); U.S. Court of Appeals for the Sixth Circuit (2008); U.S. Court of Appeals for the Seventh Circuit (2006); U.S. Court of Appeals for the Ninth Circuit (2007); U.S. District Court, Northern District of California (1995); U.S. District Court, Central District of California (2005); U.S. District Court, Eastern District of California (2012); U.S. District Court of Colorado (2007). Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D. 1993); Moot Court Executive Board (1992-1993); Articles Editor, Industrial Relations Law Journal/Berkeley Journal of Employment and Labor Law (1991-1992); Harvard University (A.B. magna cum laude, 1990), Senior Class Ames Memorial Public Service Award. Prior Employment: Law Clerk to Chief Judge John T. Nixon, U.S. District Court, Middle District of Tennessee, 1993-1994; Adjunct Professor of Law, Golden Gate University School of Law, Employment Law (Spring 2001). Awards & Honors: AV Preeminent Peer Review Rated, Martindale-Hubbell; “Margaret Brent Women Lawyers of Achievement Award,” American Bar Association Commission on Women in the Profession, 2019; “Top California Women Lawyers,” Daily Journal, 2007, 2010, 2012-2018; Selected for inclusion by peers in The Best Lawyers in America in fields of “Employment Law – Individuals” and “Litigation – Labor and Employment,” 2010-2019; “500 Leading Lawyers in America,” Lawdragon, 2010-2017, 2019; “Employment Law Trailblazer, National Law Journal, 2019; “Northern California Super Lawyer,” Super Lawyers, 2004-2019; “Lawyer of the Year,” Best Lawyers, Employment Law-Individuals for San Francisco, 2014, 2018; “Top Labor & Employment Lawyers," Daily Journal, 2018; “Top 250 Women in Litigation,” Benchmark Litigation, 2016-2018; “Gender Justice Honoree,” Equal Rights Advocates, 2017; “California Litigation Star,” Benchmark Litigation, 2013-2016; Fellow, The College of Labor and Employment Lawyers, 2015; “Top 100 Attorneys in California, Daily Journal, 2012-2015; “Top 75 Labor and Employment Attorneys in California,” Daily Journal, 2011-2015; “Top 50 Women Northern California Super Lawyers,” SuperLawyers, 2007-2015, 2018; “Top 100 Northern California Super Lawyers,” Super Lawyers, 2007, 2009-2015, 2018; Distinguished Jurisprudence Award, Anti-Defamation League, 2014; “Lawyer of the Year,” Best Lawyers, recognized in the category of Employment Law – Individuals for San Francisco, 2014; “Top 10 Northern California Super Lawyers, Super Lawyers, 2014; “Dolores Huerta Adelita Award,” California Rural Assistance, 2013; “Recommended Lawyer,” The Legal 500 (U.S. edition, 2013); “Women of Achievement Award,” Legal Momentum (formerly the NOW Legal Defense & Education Fund), 2011; “Irish Legal 100” Finalist, The Irish Voice, 2010; “Florence K. Murray Award,” National Association of Women Judges, 2010 (for influencing women to pursue legal careers, opening doors for women attorneys, and advancing opportunities for women within the legal profession); “Lawdragon Finalist,” Lawdragon, 2007-2009; “Community Service Award,” Bay Area Lawyers for Individual Freedom, 2008; “Community Justice Award,” Centro Legal de la Raza, 2008; “Award of Merit,” Bar Association of San Francisco, 2007; “California Lawyer Attorney of the Year (CLAY) Award,” California Lawyer, 2007; “500 Leading Plaintiffs’ Lawyers in America,” Lawdragon, Winter 2007; “Trial Lawyer of the Year Finalist,” Public Justice Foundation, 2007; “Consumer Attorney of the Year” Finalist, Consumer Attorneys of California, 2006; “California’s Top 20 Lawyers Under 40,” Daily Journal, 2006; “Living the Dream Partner,” Lawyers’ Committee for Civil Rights of the San Francisco Bay Area, 2005; “Top Bay Area Employment Attorney,” The Recorder, 2004. Member: American Law Institute, Elected Member, 2019;


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American Bar Association, Labor and Employment Law Section (Governing Council, 2009-present; Co-Chair, Section Conference, 2008-2009; Vice-Chair, Section Conference, 2007-2008; Co-Chair, Committee on Equal Opportunity in the Legal Profession, 2006-2007); American Bar Association, Section of Litigation (Attorney Client Privilege Task Force, 2017-2018); Bar Association of San Francisco (Board of Directors, 2005-2012; President, 2011-2012; President-Elect, 2010-2011; Treasurer, 2009-2010; Secretary, 2008-2009; Litigation Section; Executive Committee, 2002-2005); Bay Area Lawyers for Individual Freedom; Lawyers’ Committee for Civil Rights of the San Francisco Bay Area (Board of Directors, 1998-2005; Secretary, 1999-2003; Co-Chair, 2003-2005; Member, 1997-Present); Carver Healthy Environments and Response to Trauma in Schools (Steering Committee, 2007); College of Labor and Employment Lawyers (Fellow, 2015); Consumer Attorneys of California; Equal Rights Advocates (Litigation Committee, 2000-2002); National Association of Women Judges (Independence of the Judiciary Co-Chair, 2011-2014; Resource Board, Co-Chair, 2009-2011, Member, 2005-2014); National Center for Lesbian Rights (Board of Directors, 2002-2008; Co-Chair, 2005-2006); National Employment Lawyers’ Association; Northern District of California Historical Society (Board of Directors, 2015- Present); Northern District of California Lawyer Representative to the Ninth Circuit Judicial Conference (2007-2010); Pride Law Fund (Board of Directors, 1995-2002; Secretary, 1995-1997; Chairperson, 1997-2002); Public Justice Foundation; State Bar of California.

JONATHAN D. SELBIN, Admitted to practice in California, 1994; District of Columbia, 2000; New York, 2001; U.S. Supreme Court, 2012; U.S. Court of Appeals, Second Circuit, 2016; U.S. Court of Appeals, Third Circuit, 2009; U.S. Court of Appeals, Fifth Circuit, 2002; U.S. Court of Appeals, Sixth Circuit, 2012; U.S. Court of Appeals, Ninth Circuit, 2007; U.S. Court of Appeals, Tenth Circuit, 2014; U.S. District Court, Northern District of California, 1997; U.S. District Court, Central District of California, 1995; U.S. District Court, Northern District of Florida, 2009; U.S. District Court Northern District of Illinois, 2010; U.S. District Court, Southern District of New York, 2001; U.S. District Court, Eastern District of New York, 2008; U.S. District Court, Eastern District of Michigan, 2007; U.S. District Court, Eastern District of Wisconsin, 2013. Education: Harvard Law School (J.D., magna cum laude, 1993); University of Michigan (B.A., summa cum laude, 1989). Prior Employment: Law Clerk to Judge Marilyn Hall Patel, U.S. District Court, Northern District of California, 1993-95. Awards & Honors: Selected for inclusion by peers in The Best Lawyers in America in field of “ Product Liability Litigation – Plaintiffs,” 2013-2019; “New York Super Lawyers,” Super Lawyers, 2006-2018; Distinguished Service Award, American Association for Justice, 2016; “New York Litigation Star,” Benchmark Litigation, 2013-2016; “Lawdragon Finalist,” Lawdragon, 2009. Publications & Presentations: On Class Actions (2009); Contributing Author, “Ninth Circuit Reshapes California Consumer-Protection Law,” American Bar Association (July 2012); Contributing Author, California Class Actions Practice and Procedures (Elizabeth J. Cabraser editor-in-chief, 2003); “Bashers Beware: The Continuing Constitutionality of Hate Crimes Statutes After R.A.V.,” 72 Oregon Law Review 157 (Spring, 1993). Member: American Association for Justice; American Bar Association; District of Columbia Bar Association; Equal Justice Works, Board of Counselors; New York Advisory Board, Alliance for Justice; New York State Bar Association; New York State Trial Lawyers Association; State Bar of California.


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MICHAEL W. SOBOL, Admitted to practice in Massachusetts, 1989; California, 1998; United States District Court, District of Massachusetts, 1990; U.S. District Court, Northern District of California, 2001; U.S. District Court, Central District of California, 2005; U.S. District Court, Eastern District of California, 2011; U.S. District Court, Southern District of California, 2010; U.S. Court of Appeals for the Ninth Circuit (2009); U.S. Court of Appeals for the Eleventh Circuit (2012). Education: Boston University (J.D., 1989); Hobart College (B.A., cum laude, 1983). Prior Employment: Lecturer in Law, Boston University School of Law, 1995-1997. Awards & Honors: Selected for inclusion by peers in The Best Lawyers in America in fields of “Mass Tort Litigation/Class Actions – Plaintiffs” and “Product Liability Litigation – Plaintiffs,” 2013-2019; “Super Lawyer for Northern California,” Super Lawyers, 2012 – 2019; “Top Cyber/Artificial Intelligence Lawyer,” Daily Journal, 2018; “MVP for Cybersecurity and Privacy,” Law360, 2017; “Cybersecurity & Data Privacy Trailblazer,” The National Law Journal, 2017; California Litigation Star,” Benchmark Litigation, 2013-2015; “Top 100 Northern California Super Lawyers,” Super Lawyers, 2013; “Top 100 Attorneys in California,” Daily Journal, 2012-2013; “Trial Lawyer of the Year Finalist,” Public Justice, 2012; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2011; “Lawdragon Finalist,” Lawdragon, 2009. Publications & Presentations: Panelist, National Consumer Law Center’s 15th Annual Consumer Rights Litigation Conference, Class Action Symposium; Panelist, Continuing Education of the Bar (C.E.B.) Seminar on Unfair Business Practices—California’s Business and Professions Code Section 17200 and Beyond; Columnist, On Class Actions, Association of Business Trial Lawyers, 2005 to present; The Fall of Class Action Waivers (2005); The Rise of Issue Class Certification (2006); Proposition 64’s Unintended Consequences (2007); The Reach of Statutory Damages (2008). Member: State Bar of California; Bar Association of San Francisco; Consumer Attorneys of California, Board of Governors, (2007-2008, 2009-2010); National Association of Consumer Advocates.

FABRICE N. VINCENT, Admitted to practice in California, 1992; U.S. District Court, Northern District of California, Central District of California, Eastern District of California, Ninth Circuit Court of Appeals, 1992. Education: Cornell Law School (J.D., cum laude, 1992); University of California at Berkeley (B.A., 1989). Awards & Honors: Selected for inclusion by peers in The Best Lawyers in America in fields of “Mass Tort Litigation/Class Actions – Plaintiffs,” “Product Liability Litigation – Plaintiffs,” and “Personal Injury Litigation – Plaintiffs,” 2012-2019; “Super Lawyer for Northern California,” Super Lawyers, 2006–2019; "Outstanding Subcommittee Chair for the Class Actions & Derivative Suits," ABA Section of Litigation, 2013. Publications & Presentations: Lead Author, Citizen Report on Utility Terrain Vehicle (UTV) Hazards and Urgent Need to Improve Safety and Performance Standards; and Request for Urgent Efforts To Increase Yamaha Rhino Safety and Avoid Needless New Catastrophic Injuries, Amputations and Deaths, Lieff Cabraser Heimann & Bernstein, LLP (2009); Co-Author with Elizabeth J. Cabraser, “Class Actions Fairness Act of 2005,” California Litigation, Vol. 18, No. 3 (2005); Co-Editor, California Class Actions Practice and Procedures (2003-06); Co-Author, “Ethics and Admissibility: Failure to Disclose Conflicts of Interest in and/or Funding of Scientific Studies and/or Data May Warrant Evidentiary Exclusions,” Mealey’s December Emerging Drugs Reporter (December 2002); Co-author, “The Shareholder Strikes Back: Varied Approaches to Civil Litigation Claims Are Available to Help Make Shareholders Whole,” Mealey’s Emerging Securities Litigation Reporter (September 2002); Co-Author, “Decisions Interpreting California’s Rules of Class Action Procedure,” Survey of


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State Class Action Law (ABA 2000-09), updated and re-published in 5 Newberg on Class Actions (2001-09); Coordinating Editor and Co-Author of California section of the ABA State Class Action Survey (2001-06); Co-Editor-In-Chief, Fen-Phen Litigation Strategist (Leader Publications 1998-2000); Author of “Off-Label Drug Promotion Permitted” (Oct. 1999); Co-Author, “The Future of Prescription Drug Products Liability Litigation in a Changing Marketplace,” and “Six Courts Certify Medical Monitoring Claims for Class Treatment,” 29 Forum 4 (Consumer Attorneys of California 1999); Co-Author, Class Certification of Medical Monitoring Claims in Mass Tort Product Liability Litigation (ALI-ABA Course of Study 1999); Co-Author, “How Class Proofs of Claim in Bankruptcy Can Help in Medical Monitoring Cases,” (Leader Publications 1999); Author, “AHP Loses Key California Motion In Limine,” (February 2000); Co-Author, Introduction, “Sanctioning Discovery Abuses in the Federal Court,” (LRP Publications 2000); “With Final Approval, Diet Drug Class Action Settlement Avoids Problems That Doomed Asbestos Pact,” (Leader Publications 2000); Author, “Special Master Rules Against SmithKline Beecham Privilege Log,” (November 1999). Member: American Association for Justice; Association of Business Trial Lawyers; State Bar of California; Bar Association of San Francisco; American Bar Association; Fight for Justice Campaign; Association of Business Trial Lawyers; Society of Automotive Engineers.

DAVID S. STELLINGS, Admitted to practice in New York, 1994; New Jersey; 1994; U.S. District Court, Southern District of New York, 1994. Education: New York University School of Law (J.D., 1993); Editor, Journal of International Law and Politics; Cornell University (B.A., cum laude, 1990). Awards & Honors: “Super Lawyer for New York Metro,” Super Lawyers, 2012-2017; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2017; “Trial Lawyer of the Year Finalist,” Public Justice, 2012; “Lawdragon Finalist, Lawdragon, 2009. Member: New York State Bar Association; New Jersey State Association; Bar Association of the City of New York; American Bar Association.

ERIC B. FASTIFF, Admitted to practice in California, 1996; District of Columbia, 1997; U.S. Courts of Appeals for the Third, Ninth and Federal Circuit; U.S. District Courts for the Northern, Southern, Eastern, and Central Districts of California, District of Columbia; U.S. District Court, Eastern District of Wisconsin; U.S. Court of Federal Claims. Education: Cornell Law School (J.D., 1995); Editor-in-Chief, Cornell International Law Journal; London School of Economics (M.Sc.(Econ.), 1991); Tufts University (B.A., cum laude, magno cum honore in thesi, 1990). Prior Employment: Law Clerk to Hon. James T. Turner, U.S. Court of Federal Claims, 1995-1996; International Trade Specialist, Eastern Europe Business Information Center, U.S. Department of Commerce, 1992. Awards & Honors: Selected for inclusion by peers in The Best Lawyers in America in the field of “Litigation - Antitrust,” 2013-2019; “Lawdragon 500 Leading Lawyers in America,” Lawdragon, 2019 ; “Northern California Super Lawyer,” Super Lawyers, 2010-2019; “Top Plaintiff Lawyers,” Daily Journal, 2016-2017; “Plaintiffs’ Law Trailblazer,” National Law Journal, 2018; “Leader in the Field” for Antitrust (California), Antitrust (National), Chambers USA, 2017; “Outstanding Private Practice Antitrust Achievement,” American Antitrust Institute, 2017; “California Litigation Star,” Benchmark Litigation, 2013-2015; Legal 500 recommended lawyer, LegalEase, 2013; ”Top 100 Lawyers in California,” DailyJournal, 2013; “Top Attorneys in Business Law,” Super Lawyers Corporate Counsel Edition, 2012; “Lawdragon Finalist,” Lawdragon, 2009. Publications & Presentations: General Editor, California Class Actions Practice and Procedures, (2003-2009); Coordinating Editor and Co-


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Author of California section of the ABA State Class Action Survey (2003-2008); Author, “US Generic Drug Litigation Update,” 1 Journal of Generic Medicines 212 (2004); Author, “The Proposed Hague Convention on the Recognition and Enforcement of Civil and Commercial Judgments: A Solution to Butch Reynolds’s Jurisdiction and Enforcement Problems,” 28 Cornell International Law Journal 469 (1995). Member: American Antitrust Institute (Advisory Board, 2012-Present); Committee to Support the Antitrust Laws, President, 2017; Bar Association of San Francisco; Children’s Day School (Board of Trustees); District of Columbia Bar Association; Journal of Generic Medicines (Editorial Board Member, 2003-Present); State Bar of California; U.S. Court of Federal Claims Bar Association.

WENDY R. FLEISHMAN, Admitted to practice in New York, 1992; Pennsylvania, 1977; U.S. Supreme Court, 2000; U.S. Court of Appeals 2nd Circuit, 1998; U.S. Court of Appeals 3rd Circuit, 2010; U.S. Court of Appeals 8th Circuit, 2009; U.S. Court of Appeals 9th Circuit, 2010; U.S. District Court, District of Arizona, 2013; U.S. District Court, Western District of New York, 2012; U.S. District Court Eastern District of New York, 1999; U.S. District Court Northern District of New York, 1999; U.S. District Court Southern District of New York, 1995; U.S. District Court, Eastern District of Wisconsin, 2013; U.S. District Court, Eastern District of Pennsylvania, 1984; U.S. District Court, Western District of Pennsylvania, 2001; U.S. Court of Appeals 5th Circuit, March 5, 2014. Education: University of Pennsylvania (Post-Baccalaureate Pre-Med, 1982); Temple University (J.D., 1977); Sarah Lawrence College (B.A., 1974). Prior Employment: Skadden, Arps, Slate, Meagher & Flom LLP in New York (Counsel in the Mass Torts and Complex Litigation Department), 1993-2001; Fox, Rothschild O’Brien & Frankel (partner), 1988-93 (tried more than thirty civil, criminal, employment and jury trials, and AAA arbitrations, including toxic tort, medical malpractice and serious injury and wrongful death cases); Ballard Spahr Andrews & Ingersoll (associate), 1984-88 (tried more than thirty jury trials on behalf of the defense and the plaintiffs in civil personal injury and tort actions as well as employment—and construction—related matters); Assistant District Attorney in Philadelphia, PA, 1977-84 (in charge of and tried major homicide and sex crime cases). Awards and Honors: Fellow, American Bar Foundation; AV Preeminent Peer Review Rated, Martindale-Hubbell; “Top 100 Trial Lawyers,” The National Trial Lawyers; Selected for inclusion by peers in The Best Lawyers in America in the field of “Mass Tort Litigation/Class Actions – Plaintiffs,” 2019; “New York Super Lawyers,” Super Lawyers, 2006-2018; “New York Litigation Star,” Benchmark Litigation, 2013-2016; Legal 500 recommended lawyer, LegalEase, 2013; Officer of New York State Trial Lawyers Association, 2010-present; New York State Academy of Trial Lawyers, 2011; “Lawdragon Finalist,” Lawdragon, 2009. Publications & Presentations: Moderator, “Jurisdiction: Defining State Courts’ Authority,” Pound Civil Justice Institute Judges Forum; Boston, MA, July 2017; Speaker, “Diversity in Mass Torts,” AAJ Education Programs, Boston, MA, July 2017; Speaker, “Mass Torts & Criminality,” JAMS Mass Torts Judicial Forum, New York, NY, April 2017; Speaker, “Settling Strategies for MDLs,” JAMS Mass Torts Judicial Forum, New York, NY, April 2016; Moderator & Chair, “Toxic, Environmental & Pharmaceutical Torts,” American Association for Justice Annual Convention, Baltimore, MD, July 2014; "Where Do You Want To Be? Don't Get Left Behind, Creating a Vision for Your Practice," Minority Caucus and Women Trial Lawyers Caucus (July 22, 2013); Editor, Brown & Fleishman, “Proving and Defending Damage Claims: A Fifty-State Guide” (2007-2010); Co-Author with Donald Arbitblit, “The Risky Business of Off-Label Use,” Trial (March 2005); Co-Author, “From the Defense Perspective,” Scientific Evidence, Chapter 6, Aspen Law Pub (1999); Editor, Trial


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Techniques Newsletter, Tort and Insurance Practices Section, American Bar Association (1995-1996; 1993-1994); “How to Find, Understand, and Litigate Mass Torts,” NYSTLA Mass Torts Seminar (April 2009); “Ethics of Fee Agreements in Mass Torts,” AAJ Education Programs (July 2009). Appointments: Plaintiffs’ Executive Committee, IVC Filters Litigation; Lead Counsel, Joint Coordinated California Litigation, Amo Lens Solution Litigation; Co-Liaison, In re Zimmer Durom Cup Hip Implant Litigation; Plaintiffs’ Steering Committee, DePuy ASR Hip Implant Litigation; Liaison, NJ Ortho Evra Patch Product Liability Litigation; Co-Liaison, NJ Reglan Mass Tort Litigation; Co-Chair, Mealey’s Drug & Medical Device Litigation Conference (2007); Executive Committee, In re ReNu MoistureLoc Product Liability Litigation, MDL; Discovery Chair, In re Guidant Products Liability Litigation; Co-Chair Science Committee, In re Baycol MDL Litigation; Pricing Committee, In re Vioxx MDL Litigation. Member: New York State Trial Lawyers Association (Treasurer, 2010-present; Board of Directors, 2004-Present); Association of the Bar of the City of New York (Product Liability Committee, 2007-present; Judiciary Committee, 2004-Present); American Bar Association (Annual Meeting, Torts & Insurance Practices Section, NYC, Affair Chair, 1997; Trial Techniques Committee, Torts and Insurance Practices, Chair-Elect, 1996); American Association for Justice (Board of Governors); American Association for Justice (Board of Governors, Women Trial Lawyers’ Caucus); Pennsylvania Bar Association (Committee on Legal Ethics and Professionalism, 1993-Present; Committee on Attorney Advertising, 1993-Present; Vice-Chair, Task Force on Attorney Advertising, 1991-92); State Bar of New York; Federal Bar Association; Member, Gender and Race Bias Task Force of the Second Circuit, 1994-present; Deputy Counsel, Governor Cuomo’s Screening Committee for New York State Judicial Candidates, 1993-94; New York Women’s Bar Association; New York County Lawyers; Fight for Justice Campaign; PATLA; Philadelphia Bar Association (Member of Committee on Professionalism 1991-92).

RACHEL GEMAN, Admitted to practice in New York, 1998; Southern and Eastern Districts of New York, 1999; U.S. District Court, Eastern District of Michigan, 2005; U.S. District Court of Colorado, 2007; U.S. Supreme Court, 2013. Education: Columbia University School of Law (J.D. 1997); Stone Scholar; Equal Justice America Fellow; Human Rights Fellow; Editor, Columbia Journal of Law and Social Problems; Harvard University (A.B. cum laude 1993). Prior Employment: Adjunct Professor, New York Law School; Special Advisor, United States Mission to the United Nations, 2000; Law Clerk to Judge Constance Baker Motley, U.S. District Court, Southern District of New York, 1997-98. Awards & Honors: AV Preeminent Peer Review Rated, Martindale-Hubbell; Selected for inclusion by peers in The Best Lawyers in America in field of “Employment Law – Individuals,” 2012-2019; “Lawyer of the Year,” BestLawyers, recognized in the category of Employment Law – Individuals for San Francisco, 2014, 2019; "Super Lawyer for New York Metro," Super Lawyers, 2013-2017; Legal 500 recommended lawyer, LegalEase, 2013; “Rising Star for New York Metro,” Super Lawyers, 2011; Distinguished Honor Award, United States Department of State, 2001. Publications & Presentations: Speaker and Moderator, “Statistics for Lawyers - Even Those Who Hate Math,” National Employment Lawyers Association Annual Convention (2015); Speaker, “Gender Pay Disparities: Enforcement, Litigation, and Remedies,” New York City Conference on Representing Employees (2015); Speaker, “Protecting Pay: Representing Workers With Wage and Hour Claims,” National Employment Lawyers Association (2015); Speaker and Author, “What Employment Lawyers Need to Know About Non-Employment Class Actions,” ABA Section of Labor and Employment Law Conference (2014); Moderator, “Dodd-Frank and


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Sarbanes-Oxley Whistleblower Issues,” National Employment Lawyers Association/New York (2014); Author, “Whistleblower Under Pressure,” Trial Magazine (April 2013); Panelist, “Class Certification Strategies: Dukes in the Rear View Mirror,” Impact Fund Class Action Conference (2013); Author & Panelist, “Who is an Employer Under the FLSA?” National Employment Lawyers Association Conference (2013); Panelist, “Fraud and Consumer Protection: Plaintiff and Defense Strategies,” Current Issues in Pharmaceutical and Medical Device Litigation, ABA Section of Litigation (2012); Participant and Moderator, “Ask the EEOC: Current Insights on Enforcement and Litigation,” ABA Section of Labor and Employment Law (2011); Panelist, “Drafting Class Action Complaints,” New York State Bar Association (2011); Participant and Moderator, “Ask the EEOC: Current Insights on Enforcement and Litigation,” ABA Section of Labor and Employment Law (2011); The New York Employee Advocate, Co-Editor (2005-2009), Regular Contributor (2008-present); Moderator, “Hot Topics in Wage and Hour Class and Collective Actions,” American Association for Justice Tele-Seminar (2010); Author & Panelist, “Class Action Considerations: Certification, Settlement, and More,” American Conference Institute Advanced Forum (2009); Panelist, “Rights Without Remedies,” American Constitutional Society National Convention, Revitalizing Our Democracy: Progress and Possibilities (2008); Panelist, Fair Measure: Toward Effective Attorney Evaluations, American Bar Association Annual Meeting (2008); Panelist, “Getting to Know You: Use and Misuse of Selection Devices for Hiring and Promotion,” ABA Labor & Employment Section Annual Meeting (2008); Author, “’Don’t I Think I Know You Already?’: Excessive Subjective Decision-Making as an Improper Tool for Hiring and Promotion,” ABA Labor & Employment Section Annual Meeting (2008); Author & Panelist, “Ethical Issues in Representing Workers in Wage & Hour Actions,” Representing Workers in Individuals & Collective Actions under the FLSA (2007); Author & Panelist, “Evidence and Jury Instructions in FLSA Actions,” Georgetown Law Center/ACL-ABA (2007); Author & Panelist, “Crucial Events in the ‘Life’ of an FLSA Collective Action: Filing Considerations and the Two-step ‘Similarly-Situated’ Analysis,” National Employment Lawyers Association, Annual Convention (2006); Author & Panelist, “Time is Money, Except When It’s Not: Compensable Time and the FLSA,” National Employment Lawyers Association, Impact Litigation Conference (2005); Panelist, “Electronic Discovery,” Federal Judicial Center & Institute of Judicial Administration, Workshop on Employment Law for Federal Judges (2005); “Image-Based Discrimination and the BFOQ Defense,” EEO Today: The Newsletter of the EEO Committee of the ABA’s Section of Labor and Employment Law, Vol. 9, Issue 1 (2004); “Fair Labor Standards Act Overtime Exemptions: Proposed Regulatory Changes,” New York State Bar Association Labor and Employment Newsletter (2004); Chair & Panelist, “Current Topics in Fair Labor Standards Act Litigation,” Conference, Association of the Bar of the City of New York (2003); Moderator, “Workforce Without Borders,” ABA Section of Labor & Employment Law, EEOC Midwinter Meeting (2003). Member: American Bar Association [Labor and Employment Law Section, Standing Committee on Equal Employment Opportunity (Member, Past Employee Co-Chair, 2009-2011)]; Association of the Bar of the City of New York; Certified Fraud Examiners, New York Chapter, Member; National Employment Lawyers’ Association - New York Chapter (Chair of Amicus Committee, 2017; Board Member, 2005-2011); National Employment Lawyers’ Association – National; Public Justice Foundation; Rutter Federal Employment Guide, Contributing Editor (2017-present); Taxpayers Against Fraud Education Fund.


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BRENDAN P. GLACKIN, Admitted to practice in California, 1998; New York, 2000; U.S. District Court, Northern, Central, Eastern and Southern Districts of California, 2001; U.S. Court of Appeals for the Ninth Circuit, 2004; U.S. District Court, Southern District of New York, 2001; U.S. Court of Appeals for the Second Circuit, 2013; U.S. Court of Appeals for the Fourth Circuit, 2016; U.S. Court of Appeals for the Ninth Circuit. Education: Harvard Law School (J.D., cum laude, 1998); University of Chicago (A.B., Phi Beta Kappa, 1995). PriorEmployment: Contra Costa Public Defender, 2005-2007; Boies, Schiller & Flexner, 2000-2005; Willkie Farr & Gallagher, 1999-2000; Law Clerk to Honorable William B. Shubb, U.S. District Court, Eastern District of California, 1998-1999. Awards & Honors: “Northern California Super Lawyer,” Super Lawyers, 2013-2019; “California Lawyer Attorney of the Year,” California Lawyer, 2016. Member: State Bar of California; BASF Antitrust Section, Executive Committee. Seminars: Ramifications of American Needle, Inc. v. National Football League, 2010; Antitrust Institute 2011: Developments & Hot Topics, 2011; Antitrust Trials: The View From the Trenches, 2013; Applying Settlement Offsets to Antitrust Judgments, ABA Spring Meetings, 2013; California Trial Advocacy, PLI, 2013; Building Trial Skills, NITA, 2013, California Trial Advocacy, PLI, 2013, Applying Settlements Offsets to Antiftust Judgments, ABA Spring Meetings, 2013, Antitrust Trials: The View From the Trenches, 2013, Antitrust and Silicon Valley: New Themes and Direction in Competition Law and Policy, Santa Clara University School of Law, March 2019.

MARK P. CHALOS, Admitted to practice in Tennessee, 1998; U.S. Court of Appeals, Sixth Circuit, 1998; U.S. Court of Appeals, Seventh Circuit, 2012; U.S. District Court, Middle District of Tennessee, 2000; U.S. District Court, Western District of Tennessee, 2002; U.S. District Court, Eastern District of Tennessee, 2006; U.S. District Court, Northern District of Florida, 2006; U.S. District Court, Northern District of California, 2007; U.S. Supreme Court, 2012. Education: Emory University School of Law (J.D., 1998); Dean’s List; Award for Highest Grade, Admiralty Law; Research Editor, Emory International Law Review; Phi Delta Phi Legal Fraternity; Vanderbilt University (B.A., 1995). Honors & Awards: AV Peer Review Rated, Martindale-Hubbell; Selected for inclusion by peers in The Best Lawyers in America in the field of “Mass Tort Litigation/Class Actions – Plaintiffs,” 2012-2019; American Bar Foundation Fellow, 2016; “Tennessee Litigation Star,” Benchmark Litigation, 2013-2015; “Best of the Bar,” Nashville Business Journal, 2008-2010, 2015-2016; "Super Lawyer for Mid-South," SuperLawyers, 2011 - 2017; “Tennessee Top 100,” Super Lawyers, 2015; "Rising Star for Mid-South," Super Lawyers, 2008 - 2010; “Top 40 Under 40,” The Tennessean, 2004. Publications & Presentations: "Supreme Court Limits The Reach Of Alien Tort Statute In Kiobel," Legal Solutions Blog, April 2013; “The Rise of Bellwether Trials,” Legal Solutions Blog, March 2013; “Amgen: The Supreme Court Refuses to Erect New Class Action Bar,” Legal Solutions Blog, March 2013; “Are International Wrongdoers Above the Law?,” The Trial Lawyer Magazine, January 2013; “Kiobel v. Royal Dutch Petroleum: Supreme Court to Decide Role of US Courts Abroad,” ABA Journal, January 2013. “Legislation Protects the Guilty [in Deadly Meningitis Outbreak],” The Tennessean, December 2012; Litigating International Torts in United States Courts, 2012 ed., Thomson Reuters/West (2012); “Successfully Suing Foreign Manufacturers,” TRIAL Magazine, November 2008; “Washington Regulators Versus American Juries: The United States Supreme Court Shifts the Balance in Riegel v. Medtronic,” Nashville Bar Journal, 2008; “Washington Bureaucrats Taking Over American Justice System,” The Tennessean (December 2007); “The End of Meaningful Punitive Damages,” Nashville Bar Journal,


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November 2001; “Is Civility Dead?” Nashville Bar Journal, October 2003; “The FCC: The Constitution, Censorship, and a Celebrity Breast,” Nashville Bar Journal, April 2005. Member: American Bar Foundation (Fellow, 2016); American Association for Justice (Chair, Public Education Committee, 2015); American Bar Association (Past-Chair, YLD Criminal & Juvenile Justice Committee; Tort Trial and Insurance Practice Section Professionalism Committee); First Center for the Visual Arts (Founding Member, Young Professionals Program); Harry Phillips American Inn of Court; Kappa Chapter of Kappa Sigma Fraternity Alumni Association (President); Metropolitan Nashville Arts Commission (Grant Review Panelist); Nashville Bar Association (YLD Board of Directors; Nashville Bar Association YLD Continuing Legal Education and Professional Development Director); Nashville Bar Journal (Editorial Board); Tennessee Association for Justice (Board of Directors, 2008-2011; Legislative Committee); Tennessee Bar Association (Continuing Legal Education Committee); Tennessee Trial Lawyers Association (Board of Directors); Historic Belcourt Theatre (Past Board Chair; Board of Directors); Nashville Cares (Board of Directors).

PAULINA do AMARAL, Admitted to practice in New York, 1997; California, 1998; U.S. Court of Appeals, Ninth Circuit, 1999; U.S. District Court, Southern District of New York, 2004; U.S. District Court, Western District of Michigan, 2004; U.S. District Court, Eastern District of Michigan, 2007. Education: University of California Hastings College of Law (J.D., 1996); Executive Editor, Hastings Constitutional Law Quarterly; National Moot Court Competition Team, 1995; Moot Court Executive Board; University of Rochester (B.A., 1988). Employment: Law Clerk to Chief Judge Richard Alan Enslen, U.S. District Court, Western District of Michigan, 1996-98. Publications & Presentations: Co-Chair, HarrisMartin Opioid Litigation Conference, San Francisco, 2018; “Rapid Response: Opioid Litigation,” American Association for Justice Seminar, September 2017; Co-Author, “Class Action Fairness Act of 2005,” California Litigation, Vol. 18, No. 3, 2005. Awards & Honors: Selected for inclusion by peers in The Best Lawyers in America in the field of “Mass Tort Litigation/Class Actions – Plaintiffs,” 2017-2019; Legal 500 recommended lawyer, LegalEase, 2013. Member: Association of the Bar of the City of New York, (2007-2010, Committee on the Judiciary); American Bar Association; State Bar of New York; State Bar of California; Bar Association of San Francisco; American Trial Lawyers Association; New York State Trial Lawyers Association.

KENNETH S. BYRD, Admitted to practice in Tennessee, 2004; U.S. District Court of Appeals, 6th Circuit, 2009; U.S. District Court, Western District of Tennessee, 2007; U.S. District Court, Eastern District of Tennessee, 2006; U.S. District Court, Middle District of Tennessee, 2005. Education: Boston College Law School (J.D., cum laude, 2004), Law Student Association (President, 2003-2004), National Moot Court Team (Regional Champion, 2003-2004), American Constitution Society (Secretary, 2002-2003), Judicial Process Clinic (2003), Criminal Justice Clinic (2003-2004); Samford University (B.S., cum laude, in Mathematics with Honors, minor in Journalism, 1995). Prior Employment: Harwell Howard Hyne Gabbert & Manner, P.C., 2004-2010; Summer Associate, Harwell Howard Hyne Gabbert & Manner, P.C., 2003; Summer Associate, Edward, Angell, Palmer, Dodger, LLP, 2003. Awards: Selected for inclusion by peers in The Best Lawyers in America in fields of Consumer Protection Law, Personal Injury Litigation-Plaintiffs, and Product Liability Litigation-Plaintiffs, 2018-2019; “Paladin Award,” Tennessee Association for Justice, 2015; “Rising Star for Mid-South,” Super Lawyers, 2014. Member: American Bar Association; American Constitution Society, Nashville


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Chapter (Member & Chair of 2008 Supreme Court Preview Event); Camp Ridgecrest Alumni & Friends (Board Member); Harry Phillips American Inn of Court, Nashville Chapter (Associate Member, 2008-2010; Barrister, 2010-2014); Historic Edgefield, Inc. (President, 2009-2011); Nashville Bar Association; Tennessee Bar Association.

LIN Y. CHAN, Admitted to practice in California, 2008; U.S. District Court, Northern District of California, 2008; U.S. District Court, Central District of California, 2010; U.S. Court of Appeals for the Fifth Circuit, 2011; U.S. Court of Appeals for the Ninth Circuit, 2011; U.S. Court of Appeals for the Tenth Circuit, 2010. Education: Wellesley College (B.A. summa cum laude 2001); Stanford Law School (J.D. 2007); Editor-in-Chief, Stanford Journal of Civil Rights and Civil Liberties; Fundraising Chair, Shaking the Foundations Progressive Lawyering Conference. Prior Employment: Associate, Goldstein, Borgen, Dardarian & Ho (formerly Goldstein, Demchak Baller Borgen & Dardarian), 2008-2013; Law Clerk to Judge Damon J. Keith, Sixth Circuit Court of Appeals, 2007-2008; Clinic Student, Stanford Immigrants’ Rights Clinic, 2006-2007; Union Organizer, SEIU and SEIU Local 250, 2002-2004; Wellesley-Yenching Teaching Fellow, Chinese University of Hong Kong, 2001-2002. Awards & Honors: “Super Lawyer for Northern California,” Super Lawyers, 2019; “Rising Star for Northern California,” Super Lawyers, 2015-2018; “Outstanding Antitrust Litigation Achievement by a Young Lawyer,” American Antitrust Institute, 2017; “Outstanding Private Practice Antitrust Achievement,” American Antitrust Institute, 2017. Presentations & Publications: Moderator, “Antitrust for HR: No-Poach and Wage Fixing Agreements,” Bar Association of San Francisco (January 2018); Author, “Do Federal Associated General Contractors Standing Requirements Apply to State Illinois Brick Repealer Statutes?,” Business Torts & Rico News, Winter 2015; Panelist, “Federal and State Whistleblower Laws: What You Need to Know,” Asian American Bar Association (November 2014); Author, "California Supreme Court Clarifies State Class Certification Standards in Brinker,” American Bar Association Labor & Employment Law Newsletter (April 2013); Presenter, “Rule 23 Basics in Employment Cases,” Impact Fund’s 11th Annual Employment Discrimination Class Action Conference (February 2013); Chapter Author, The Class Action Fairness Act: Law and Strategies; Co-Author, “Clash of the Titans: Iqbal and Wage and Hour Class/Collective Actions,” BNA, Daily Labor Report, 80 DLR L-1 (April 2010); Chapter Co-Chair, Lindemann & Grossman, Employment Discrimination Law Treatise, Fifth Edition; Chapter Monitor, Lindemann & Grossman, Employment Discrimination Law Treatise 2010 Cumulative Supplement. Member: American Antitrust Institute, Advisory Board, 2018; Asian Americans Advancing Justice - Asian Law Caucus, Board Member, 2013 – Present, Annual Dinner Committee Co-Chair, 2015; Asian American Bar Association, Civil Rights Committee Co-Chair, 2011 - Present; American Bar Association, Fair and Impartial Courts Committee Vice-Chair, 2014 – Present; Bar Association of San Francisco; Public Justice; State Bar of California.

DANIEL P. CHIPLOCK, Admitted to practice in New York, 2001; U.S. District Court, Southern District of New York, 2001; U.S. District Court, Eastern District of New York, 2001; U.S. District Court, District of Colorado, 2006; U.S. Court of Appeals for the Second Circuit, 2009; U.S. Court of Appeals for the Third Circuit, 2016; U.S. Court of Appeals for the Sixth Circuit, 2011; U.S. Supreme Court, 2011. Education: Stanford Law School (J.D., 2000); Article Review Board, Stanford Environmental Law Journal; Recipient, Keck Award for Public Service; Columbia University (B.A., summa cum laude, 1994); Phi Beta Kappa. Awards & Honors:


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“Super Lawyer for New York Metro,” Super Lawyers, 2016-2017. Member: State Bar of New York; American Association for Justice; Fight for Justice Campaign; Public Justice; National Association of Shareholder and Consumer Attorneys (Executive Committee/Secretary); American Constitution Society for Law and Policy (Advocate’s Circle). Classes/Seminars: “Fraud on the Market,” Federal Bar Council, Feb. 25, 2014 (CLE panel participant).

DOUGLAS CUTHBERTSON, Admitted to practice in New York, 2008; U.S. Court of Appeals for the Eleventh Circuit, 2017; U.S. Court of Appeals for the Second Circuit, 2016; U.S. Court of Appeals for the Seventh Circuit, 2015; U.S. District Court, District of Connecticut, 2017; U.S. District Court, Northern District of New York, 2018; U.S. District Court, Eastern District of New York, 2008; U.S. District Court, Southern District of New York, 2008; U.S. District Court, District of Colorado, 2013; U.S. District Court, Eastern District of Wisconsin, 2013; U.S. District Court, Western District of Wisconsin, 2014; U.S. District Court, Northern District of Illinois, 2014. Education: Fordham University School of Law (J.D. cum laude 2007); President, Fordham Law School Chapter of Just Democracy; Senior Articles Editor, Fordham Urban Law Journal; Fordham University School of Law Legal Writing Award, 2004-2005; Legal Writing Teaching Assistant, 2005-2006; Dean’s List, 2004-2007; Alpha Sigma Nu Jesuit Honor Society. Bowdoin College (B.A. summa cum laude, 1999), Sarah and James Bowdoin Scholar for Academic Excellence (1995-1999). Prior Employment: Associate, Debevoise & Plimpton, LLP, 2009-2012; Law Clerk to Honorable Magistrate Judge Andrew J. Peck, U.S. District Court, Southern District of New York, 2007-2009. Awards & Honors: “Rising Star for New York Metro,” Super Lawyers, 2013-2017. Member: Federal Bar Council; New York Civil Liberties Union, Board of Directors; New York State Bar Association.

NIMISH R. DESAI, Admitted to practice in Texas, 2017; Admitted to practice in California, 2006; U.S. Court of Appeals, Ninth Circuit, 2009; US District Court, Northern District of California, 2007; Texas, 2017; US District Court, Central District of California, 2008; US District Court, Northern District of Florida, 2009; US District Court, Eastern District of Texas, 2017; US District Court, Southern District of Texas, 2019. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D., 2006), Finalist and Best Brief, McBaine Moot Court Competition (2006), Moot Court Best Brief Award (2004); University of Texas, Austin, (B.S. & B.A., High Honors, 2002). Prior Employment: Extern, Sierra Club Environmental Law Program, 2004; Researcher, Public Citizen, 2003; Center for Energy and Environmental Resources, 2001-2002. Awards & Honors: Selected for inclusion by peers in TheBest Lawyers in America in field of “Qui Tam Law,” 2016-2019; “Northern California Super Lawyer,” Super Lawyers, 2013-2019; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2014; “Rising Star for Northern California,” Super Lawyers, 2012. Publications & Presentations: “BP, Exxon Valdez, and Class-Wide Punitive Damages,” 21 Class Action and Derivative Suit Committee Newsletter (Fall 2010); “American Chemistry Council v. Johnson: Community Right to Know, But About What? D.C. Circuit Takes Restrictive View of EPCRA,” 33 Ecology L.Q. 583 (Winter 2006); “Lessons Learned and Unlearned: A Case Study of Medical Malpractice Award Caps in Texas,” The Subcontinental, (Winter 2004, Vol. 1, Issue 4, pp. 81-87); “Separation of Fine Particulate Matter Emitted from Gasoline and Diesel Vehicles Using Chemical Mass Balancing Techniques,” Environmental Science Technology, (2003; 37(17) pp. 3904-3909); “Analysis of Motor Vehicle Emissions in a Houston Tunnel during Texas Air Quality Study 2000,” Atmospheric Environment, 38, 3363-3372 (2004). Member: State Bar


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of California; Bar Association of San Francisco; Consumer Attorneys of California; American Bar Association; American Constitution Society; East Bay Community Law Center (Board Member, 2010-present); South Asian Bar Association (Board Member, 2010-present). Languages: Gujarati (conversational).

NICHOLAS DIAMAND, Admitted to practice in England & Wales, 1999; New York, 2003; U.S. District Court for the District of Colorado, 2007; U.S. District Court, Southern, Eastern, and Western Districts of New York; US. Court of Appeals, Seventh Circuit, Ninth Circuit; U.S. Supreme Court, 2013; U.S. Court of Appeals, Second Circuit, 2016. Education: Columbia University School of Law (LL.M., Stone Scholar, 2002); College of Law, London, England (C.P.E.; L.P.C.; Commendation, 1997); Columbia University (B.A., magna cum laude, 1992). Awards & Honors: “Super Lawyer for New York Metro,” Super Lawyers, 2013-2017;“Rising Star for New York Metro,” Super Lawyers, 2012. Prior Employment: Solicitor, Herbert Smith, London (1999-2001); Law Clerk to the Honorable Edward R. Korman, Chief Judge, U.S. District Court, Eastern District of New York (2002-03). Publications & Presentations: Panelist, Federal Bar Council: Webinar on Amendment to Fed R. Civ. P. 23: Impact on Securities, Antitrust, Consumer & Date Breach Class Action Practice, December 2018; “Spokeo Still Standing: No Sign of a Circuit Split” (with Andrew Kaufman), Law360, 2016; “Spotlight on Spokeo: A Win for Consumers” (with Andrew Kaufman), Law360, 2016; “U.S. Securities Litigation & Enforcement Action,” Corporate Disputes magazine, April-June 2015; Speaker, Strafford CLE webinar “Ethical Risks in Class Litigation,” 2015; Speaker, International Corporate Governance Network Conference, 2014; “Fraud on the Market in a Post-Amgen World” (with M. Miarmi), Trial Magazine, November 2013; Contributing Author, California Class Actions Practice and Procedure (Elizabeth J. Cabraser, Editor-in-Chief), 2006; Panelist, “Obstacles to Access to Justice in Pharmaceutical Cases,” Pharmaceutical Regulation and Product Liability, British Institute of International and Comparative Law, April 21, 2006; Panelist, “Pre-Trial Discovery in the United States,” Union Internationale des Avocats, Winter Seminar, February 2006. Member: American Association for Justice (Chair, Consumer Privacy/Data Breach Litigation Group, 2016); New York City Bar Association; New York State Bar Association; Public Justice Foundation; International Corporate Governance Network; Peer Articles Reviewer; Trial magazine.

DEAN M. HARVEY, Admitted to practice in California, 2007; U.S. District Court, Northern District of California, 2007; U.S. District Court, Central District of California, 2007; U.S. District Court, Eastern District of California, 2008; U.S. District Court, Southern District of California, 2008; U.S. Court of Appeals for the Ninth Circuit, 2008; U.S. District Court, Eastern District of Wisconsin, 2013; U.S. Court of Appeals for the Fourth Circuit, 2016; U.S. Supreme Court, 2018. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D. 2006); Articles Editor, California Law Review (2005-2006); Assistant Editor, Berkeley Journal of International Law (2004); University of Minnesota, Twin Cities (B.A. summa cum laude, 2002). Prior Employment: Partner, Lieff Cabraser Heimann & Bernstein, LLP (2013-Present); Associate, Lieff Cabraser Heimann & Bernstein, LLP (2009-2013); Associate, Boies, Schiller & Flexner LLP (2007-2008); Law Clerk, The Honorable James V. Selna, U.S. District Court for the Central District of California (2006-2007); Law Clerk, U.S. Department of Justice, Antitrust Division, San Francisco Field Office (2006); Summer Law Intern, U.S. Department of Justice (2005); Summer Associate, Boies, Schiller & Flexner LLP (2005). Awards & Honors: “Super


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Lawyer for Northern California,” Super Lawyers, 2013-2019; “On the Rise – Top 40 Young Lawyers,” American Bar Association, 2017; “Top 40 Under 40” Lawyer in California, DailyJournal, 2017; “Outstanding Private Practice Antitrust Achievement,” American Antitrust Institute, 2017; “California Lawyer Attorney of the Year (CLAY) Award,” California Lawyer, 2016; "Lawyers on the Fast Track," The Recorder, 2013; “Rising Star for Northern California,” Super Lawyers, 2010-2012; “William E. Swope Antitrust Writing Prize,” 2006. Publications & Presentations: Speaker, “Current and Future Antitrust and Labor Issues,” National Association of Attorneys General, April 2019; Panelist, “Competition Tort Claims Around the Globe,” ABA Antitrust Section Spring Meeting, March 2019; Speaker, “Antitrust and Silicon Valley: New Themes and Direction in Competition Law and Policy,” Santa Clara University School of Law, March 2019Speaker, “Antitrust Analysis in Two-Sided Markets,” California Lawyers Association, February 2019; Speaker, “Latest Developments in No-Poach Agreements,” California Lawyers Association (January 2019); Panelist, “Antitrust and Workers — Agreements, Mergers, and Monopsony,” American Antitrust Institute Conference (June 2018); Speaker, “Anticompetitive Practices in the Labor Market,” Unrigging the Market Program, Harvard Law School (June 2018); Speaker, “Tech-Savvy and Talented: Competition in Employment Practices,” American Bar Association (May 2018); Speaker, “Antitrust for HR: No-Poach and Wage Fixing Agreements,” Bar Association of San Francisco (January 2018); Moderator, “Competition Torts in the Trenches: Lessons From Recent High-Profile Cases,” American Bar Association (November 2016); Speaker, “Are Computers About to Eat Your Lunch (Or At Least Change the Way You Practice)?”, Association of Business Trial Lawyers Panel (August 2016); Moderator, “The Law and Economics of Employee Non-Compete Agreements,” American Bar Association Panel (June 2016); Speaker, “Lessons from the Headlines: In re: High-Tech Employee Antitrust Litigation,” The Recorder and Corporate Counsel’s 13th Annual General Counsel Conference West Coast (November 2015); Speaker, “The Future of Private Antitrust Enforcement,” American Antitrust Institute Panel (November 2015); Moderator, “From High-Tech Labor to Sandwich Artists: The Law and Economics of Employee Solicitation and Hiring,” American Bar Association Panel (March 2015); Panelist, "Tech Sector 'No Poaching' Case Update - What Antitrust Counselors and HR Departments Need to Know," American Bar Association (2015); Speaker, "Cases at the Intersection of Class Actions and Employee Protection Regulations," Law Seminars International (2015); Speaker, Town Hall Meeting, American Bar Association Section of Antitrust Law Business Torts & Civil RICO Committee (December 2014); Panelist, "If You Don't Steal My Employees, I Won't Steal Yours: The Antitrust Treatment of Non-Poaching and Non-Solicitation Agreements," American Bar Association (2013); Panelist, "In the Wake of AT&T Mobility v. Concepcion: Perspectives on the Future of Class Litigation," American Bar Association (2011);Co-Author, “Play Ball: Potential Private Rights of Action Emerging From the FIFA Corruption Scandal,” 11 Business Torts & RICO News 1 (Summer 2015); Contributing Author, The Class Action Fairness Act: Law and Strategy, American Bar Association, 2013; Contributing Author, Concurrent Antitrust Criminal and Civil Proceedings: Identifying Problems and Planning for Success, American Bar Association (2013); Co-Editor, California Class Actions Practice and Procedures (2010-2013); Articles Editor, Competition (the Journal of the Antitrust and Unfair Competition Law Section of the State Bar of California) (2012); Contributing Author, ABA Annual Review of Antitrust Law Developments (2011); New Guidance for Standard Setting Organizations: Broadcom Corp. v. Qualcomm Inc. and In the Matter of Rambus, Inc., 5 ABA Sherman Act Section 1 Newsl. 35 (2008); Anticompetitive Social Norms as Antitrust Violations, 94 Calif. L. Rev. 769 (2006). Member: American Antitrust


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Institute, Advisory Board, 2018; American Bar Association (Antitrust Section), and Co-Chair, Competition Torts Committee; Bar Association of San Francisco; San Francisco Trial Lawyers Association.

LEXI J. HAZAM, Admitted to practice in California, 2003; U.S. Court of Appeals for the Second Circuit, 2008; U.S. Court of Appeals for the Seventh Circuit, 2006; U.S. Court of Appeals for the Eighth Circuit, 2008; U.S. District Court, Northern District of California, 2003; U.S. District Court, Southern District of CA, 2013; U.S. District Court, Western District of Michigan, 2017. Education: Stanford University (B.A., 1995, M.A., 1996), Phi Beta Kappa. University of California, Berkeley, School of Law (Berkeley Law) (J.D., 2001); California Law Review and La Raza Law Journal (Articles Editor); Berkeley Law Foundation Summer Grant for Public Service; Federal Practice Clinic; Hopi Appellate Clinic). Prior Employment: Law Clerk, Mexican American Legal Defense and Education Fund, 1999; Law Clerk, Judge Henry H. Kennedy, Jr., U.S. District Court for the District of Columbia, 2001-2002; Associate, Lieff Cabraser Heimann & Bernstein, LLP, 2002-2006; Partner, Lieff Global LLP, 2006-2008. Honors & Awards: Selected for inclusion by peers in The Best Lawyers in America in the field of “Mass Tort Litigation/Class Actions – Plaintiffs” and “Qui Tam Law,” 2015-2019; “Northern California Super Lawyer,” Super Lawyers, 2015-2019; “Lawyer of the Year,” The Best Lawyers in America, Mass Tort Litigation/Class Actions-Plaintiffs for San Francisco, 2017; “California Litigation Star,” Benchmark Litigation, 2016; “California Future Star,” Benchmark Litigation, 2015; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2015; Legal 500 recommended lawyer, LegalEase, 2013; “Northern California Rising Stars,” SuperLawyers, 2009-2011, 2013. Publications & Presentations: “Supreme Court Review of Escobar,” Qui Tam Litigation Group and “Opioid Litigation: the Next Tobacco?” Litigation at Sunrise, American Association for Justice Annual Convention, Boston, 2017; “Discovery Following the 2015 Federal Rules Amendments: What Does Proportionality Mean in the Class Action and Mass Tort Contexts?” ABA 4th Annual Western Regional CLE on Class Actions & Mass Torts, San Francisco, 2017; “Increasing the Number of Women & Minority Lawyers Appointed to Leadership Positions in Class Actions & MDLs,” Duke Law Center for Judicial Studies Conference, Atlanta, 2017; “2015 Rules Amendments,” “Search Methodology and Technology,” “New Forms of Communications and Data Protection,” Innovation in eDiscovery Conference, San Francisco, 2016; “Technology-Assisted Review: Advice for Requesting Parties,” Practical Law, October/November 2016; “Technology-Assisted Review,” Sedona Conference Working Group 1 Drafting Team, 2015; “The Benicar Litigation,” Mass Torts Made Perfect, Las Vegas, 2015; “The Benicar Litigation,” HarrisMartin’s MDL Conference, San Diego, 2015; “Now You See Them, Now You Don’t: The Skill of Finding, Retaining, and Preparing Expert Witnesses For Trial,” Women En Mass, Aspen; 2014. Member: American Association for Justice (Chair, Section on Toxic, Environmental, and Pharmaceutical Torts, 2017); American Association for Justice (Co-Secretary, Section on Qui Tam Litigation, 2016); Consumer Attorneys of California; Board of Governors, Consumer Attorneys of California (2015); Bar Association of San Francisco; San Francisco Trial Lawyers Association; State Bar of California.

ROGER N. HELLER, Admitted to practice in California, 2001; U.S. District Court, Northern District of California, 2001; U.S. District Court, Eastern District of California, 2017; U.S. District Court, District of Colorado, 2015; U.S. Court of Appeals for the Second Circuit, 2017; U.S. Court of Appeals for the Ninth Circuit, 2001. Education: Columbia University School


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of Law (J.D., 2001); Columbia Law Review, Senior Editor. Emory University (B.A., 1997). PriorEmployment: Extern, Honorable Michael Dolinger, U.S. District Court, Southern District of New York, 1999; Associate, O’Melveny & Myers LLP, 2001-2005; Senior Staff Attorney, Disability Rights Advocates, 2005-2008. Honors & Awards: “Northern California Super Lawyer,” Super Lawyers, 2013-2019; “Partners Council Rising Star,” National Consumer Law Center, 2015; “Rising Star,” Law 360, 2014-2015; “Finalist for Consumer Attorney of the Year,” Consumer Attorneys of California, 2012-2013; “Trial Lawyer of the Year Finalist,” Public Justice, 2012; “Northern California Rising Star,” Super Lawyers, 2011-2012; Harlan Fiske Stone Scholar, 1998-2001. Publications & Presentations: Co-author, Fighting For Troops on the Homefront, Trial Magazine (September 2006). Member: American Bar Association; Bar Association of San Francisco; Consumer Attorneys of California; State Bar of California; Advisory Committee Member, Santa Venetia Community Plan.

DANIEL M. HUTCHINSON, Admitted to practice in California, 2005; U.S. District Court, Central District of California, 2012; U.S. District Court, Southern District of California, 2012; U.S. Court of Appeals for the Eleventh Circuit, 2018; U.S. Court of Appeals for the First Circuit, 2012; U.S. Court of Appeals for the Ninth Circuit, 2006; U.S. District Court, Northern District of California, 2006; U.S. Court of Appeals for the Fourth Circuit, 2008; U.S. District Court Eastern District of Wisconsin, 2013; U.S. District, Northern District of Illinois, 2014. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D., 2005), Senior Articles Editor, African-American Law & Policy Report, Prosser Prizes in Constitutional Law and Employment Law; University of California, Berkeley, School of Law (Berkeley Law) Teaching & Curriculum Committee (2003-2004); University of California, Berkeley Extension (Multiple Subject Teaching Credential, 2002); Brown University (B.A., 1999), Mellon Mays Fellowship (1997-1999). Prior Employment: Judicial Extern to the Hon. Martin J. Jenkins, U.S. District Court, Northern District of California, 2004; Law Clerk, Lewis & Feinberg, P.C., 2003-2004; Teacher, Oakland Unified School District, 1999-2002. Honors & Awards: “Northern California Super Lawyer,” Super Lawyers, 2013-2019; “Rising Star,” Law360, 2014; Legal 500 recommended lawyer, LegalEase, 2013; “50 Lawyers on the Fast Track,” The Recorder, 2012; “Northern California Rising Stars,” Super Lawyers, 2009-2012. Publications & Presentations: Panelist, “Ascertainability isn’t a thing. Or is it?” Impact Fund Class Action Conference, February 2019; Panelist, “Employment Discrimination Class Actions Post-Dukes,” Consumer Attorneys of California 50th Annual Convention (2011); “Ten Points from Dukes v. Wal-Mart Stores, Inc.,” 20(3) CADS Report 1 (Spring 2010); Panelist, “Rethinking Pro Bono: Private Lawyers and Public Service in the 21st Century,” UCLA School of Law (2008); Author and Panelist, “Pleading an Employment Discrimination Class Action” and “EEO Litigation: From Complaint to the Courthouse Steps,” ABA Section of Labor and Employment Law Second Annual CLE Conference (2008); Co-Presenter, “Rule 23 Basics in Employment Cases,” Strategic Conference on Employment Discrimination Class Actions (2008). Member: American Bar Association (Section of Labor & Employment Law Leadership Development Program, 2009 - 2010); Association of Business Trial Lawyers (Leadership Development Committee, 2008 - 2010); Bar Association of San Francisco (Vice Chair, Cybersecurity and Privacy Law Section); Consumer Attorneys of California; Lawyer’s Committee for Civil Rights of the San Francisco Bay Area (Board Chair, 2015; Chair-Elect, 2014; Board Secretary, 2011 - 2013; Board of Directors, 2009 - Present); National Bar Association; National Employment Lawyers Association; State Bar of California.


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SHARON M. LEE, Admitted to practice in New York, 2002; U.S. District Court, Southern District of New York, 2003; U.S. District Court, Eastern District of New York, 2003; Washington State, 2005; U.S. District Court, Western District of Washington, 2015. Education: St. John’s University School of Law (J.D. 2001); New York International Law Review, Notes & Comments Editor, 2000-2001; St. John’s University (M.A. 1998); St. John’s University (B.A. 1997). Prior Employment: Milberg Weiss & Bershad, LLP, 2003-2007. Publications & Presentations: Author, The Development of China’s Securities Regulatory Framework and the Insider Trading Provisions of the New Securities Law, 14 N.Y. Int’l L.Rev. 1 (2001); Co-author, Post-Tellabs Treatment of Confidential Witnesses in Federal Securities Litigation, 2 J. Sec. Law, Reg. and Compliance 205 (3d ed. 2009). Member: American Bar Association; Asian Bar Association of Washington; Washington State Bar Association; Washington State Joint Asian Judicial Evaluation Committee.

BRUCE W. LEPPLA, Admitted to practice in California, 1976; New York, 1978; Colorado, 2006; U.S. Court of Appeals Ninth Circuit, 1976; U.S. District Court Central District of California, 1976; U.S. District Court Eastern District of California, 1976; U.S. District Court Northern District of California, 1976; U.S. District Court Southern District of New York, 2015. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D., M.G. Reade Scholarship Award); University of California at Berkeley (M.S., Law and Economics, Quantitative Economics); Yale University (B.A., magna cum laude, Highest Honors in Economics). Prior Employment: California-licensed Real Estate Broker (2009-present); FINRA and California-licensed Registered Investment Adviser (2008-present); Chairman, Leppla Capital Management LLC (2008-present); Chairman, Susquehanna Corporation (2006-present); Partner, Lieff Cabraser Heimann & Bernstein, LLP (2004-2008), Counsel (2002-2003); CEO and President, California Bankers Insurance Services Inc., 1999-2001; CEO and President, Redwood Bank (1985-1998), CFO and General Counsel (1981-1984); Brobeck, Phleger & Harrison (1980); Davis Polk & Wardwell (1976-80). Publications: Author or co-author of 11 different U.S. and International patents in electronic commerce and commercial product design, including “A Method for Storing and Retrieving Digital Data Transmissions,” United States Patent No. 5,659,746, issued August 19, 1997; “Stay in the Class or Opt-Out? Institutional Investors Are Increasingly Opting-Out of Securities Class Litigation,” Securities Litigation Report, Vol. 3, No. 8, September 2006, West LegalWorks; reprinted by permission of the author in Wall Street Lawyer, October 2006, Vol. 10, No. 10, West LegalWorks; “SelectedWaiver: Recent Developments in the Ninth Circuit and California, Part 1;” Elizabeth J. Cabraser, Joy A. Kruse and Bruce W. Leppla; Securities Litigation Report, May 2005, Vol. I, No. 9, pp. 1, 3-7; “Selected Waiver: Recent Developments in the Ninth Circuit and California, Part 2;” Elizabeth J. Cabraser, Joy A. Kruse and Bruce W. Leppla; Securities Litigation Report, June 2005, Vol. I, No. 10, pp. 1, 3-9; Author, “Securities Powers for Community Banks,” California Bankers Association Legislative Journal (Nov. 1987). Teaching Positions: Lecturer, University of California at Berkeley, Haas School of Business, Real Estate Law and Finance (1993-96); Lecturer, California Bankers Association General Counsel Seminars, Lending Documentation, Financial Institutions Litigation and similar topics (1993-96). PanelPresentations: Union Internationale des Avocats, Spring Meeting 2010, Frankfurt, Germany, “Recent Developments in Cross-Border Litigation;” Union Internationale des Avocats, Winter Meeting 2010, Park City, Utah, “Legal and Economic Aspects of Securities Class and Opt-out Litigation;” EPI European Pension Fund Summit, Montreux, Switzerland, “Legal and Global


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Economic Implications of the U.S. Subprime Lending Crisis,” May 2, 2008; Bar Association of San Francisco, “Impact of Spitzer’s Litigation and Attempted Reforms on the Investment Banking and Insurance Industries,” May 19, 2005; Opal Financial Conference, National Public Fund System Legal Conference, Phoenix, AZ, “Basic Principles of Securities Litigation,” January 14, 2005; American Enterprise Institute, “Betting on the Horse After the Race is Over—In Defense of Mutual Fund Litigation Related to Undisclosed After Hours Order Submission,” September 30, 2004. Member: American Association for Justice; Bar Association of San Francisco, Barrister’s Club, California Bankers Association, Director, 1993 – 1999, California State Small Business Development Board, 1989 – 1997, Community Reinvestment Institute, Founding Director, 1989 – 1990, National Association of Public Pension Attorneys, New York State Bar Association, San Francisco Chamber of Commerce, Leadership Council, 1990 – 1992, State Bar of California, Union Internationale des Avocats, Winter Corporate Governance Seminar, Seminar Chairman, 2012; University of California at Berkeley, University of California, Berkeley, School of Law (Berkeley Law) Alumni, Board of Directors, 1993 – 1996, Wall Street Lawyer, Member, Editorial Board, Yale University Alumni Board of Directors, Director, 2001 - 2005.

JASON L. LICHTMAN, Admitted to practice in Illinois, 2006; New Jersey, 2011; New York, 2011; U.S. Supreme Court, 2012; District of Columbia, 2007; U.S. Court of Appeals, Second Circuit, 2016; U.S. Court of Appeals, Third Circuit, 2012; U.S. Court of Appeals, Fifth Circuit, 2016; U.S. Court of Appeals, Sixth Circuit, 2010; U.S. Court of Appeals, Seventh Circuit, 2011; U.S. Court of Appeals, Ninth Circuit, 2012; U.S. Court of Appeals, Tenth Circuit, 2014; U.S. Court of Appeals, Eleventh Circuit, 2013; U.S. District Court, Northern District of Illinois, 2006; U.S. District Court, New Jersey, 2011; U.S. District Court, Northern District of Ohio, 2010; U.S. District Court, Eastern District of New York, 2012, U.S. District Court, Southern District of New York, 2012; U.S. Court of Appeals Federal Circuit, 2015; U.S. District Court, Eastern District of Wisconsin, 2014; U.S. District Court, Eastern District of Texas, 2016. Education: University of Michigan Law School (J.D., cum laude, 2006), Campbell Moot Court Executive Board; Clarence T. Darrow Scholar; Northwestern University (B.A. in Economics, 2000). Prior Employment: Judicial Law Clerk to Honorable Kathleen M. O’Malley, United States District Court, Northern District of Ohio, 2008-2010; Litigation Associate, Howrey LLP, 2006-2008; Summer Associate, Howrey LLP, 2005; Summer Associate, Reed Smith LLP, 2004. Awards & Honors: “Rising Star,” Consumer Protection, Law360, 2017; “Super Lawyer for New York Metro,” Super Lawyers, 2017; “Rising Star for New York Metro,” Super Lawyers, 2013-2016. Member: American Association for Justice; Public Justice; Chair, Class Action Committee, Public Justice; Sedona Conference. Publications and Presentations: Contributing Author, “Ninth Circuit Reshapes California Consumer-Protection Law,” American Bar Association (July 2012).

SARAH R. LONDON, Admitted to practice in California, 2009; U.S. District Court, Northern District of California, 2009; U.S. Court of Appeals for the Ninth Circuit, 2009; U.S. District Court, Central District of California, 2010; U.S. Court of Appeals for the Eleventh Circuit, 2012. Education: National Institute for Trial Advocacy, Building Trial Skills: Boston (Winter 2013); University of California, Berkeley, School of Law (Berkeley Law) (J.D., 2009), Order of the Coif, National Runner-Up Constance Baker Motley Moot Court Competition; Northwestern University (B.A., cum laude, 2002). Prior Employment: Public Policy Manager,


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Planned Parenthood of Kansas and Mid-Missouri (2004-2006). Publications & Presentations: “Reproductive Justice: Developing a Lawyering Model,” Berkeley Journal of African-American Law & Policy (Volume 13, Numbers 1 & 2, 2011); “Building the Case for Closing Argument: Mass Torts,” Presentation at Consumer Attorneys of California Annual Conference (Fall 2014). Awards & Honors: Selected for inclusion by peers in The Best Lawyers in America in the fields of “Mass Tort Litigation/Class Actions - Plaintiffs,” 2017-2019; "Rising Star for Northern California," Super Lawyers, 2012-2019; “Street Fighter of the Year Award Finalist,” Consumer Attorneys of California,”2015; Coro Fellow in Public Affairs (St. Louis, 2002-2003). Member: American Association for Justice (Executive Committee Member, Section on Toxic, Environmental, and Pharmaceutical Torts, 2016); The Bar Association of San Francisco; Consumer Attorneys of California (Board of Governors 2012-2013); San Francisco Trial Lawyers Association; State Bar of California; Bar Association San Francisco; American Association for Justice; YWCA San Francisco and Marin County (Board of Directors 2014-2016).

ANNIKA K. MARTIN, Admitted to practice in New York, 2005; U.S. District Court, Southern District of New York, 2005; U.S. District Court Eastern District of New York, 2005. Education: Law Center, University of Southern California (J.D., 2004); Review of Law & Women’s Studies; Jessup Moot Court; Medill School of Journalism, Northwestern University (B.S.J., 2001); Stockholm University (Political Science, 1999). Publications & Presentations: Faculty Member, “Mass Tort MDL Certificate Program,” Duke Law School Bolch Judicial Institute, March 2019; Speaker, “Certifying a Class on Women’s Issues – Pay Equity, Sexual Assault, and More,” Women’s Issues in Litigation Conference, Santa Monica, CA, October 25, 2018; Co-founder and Producer, “Complex Litigation E-Discovery Forum; Speaker, “Proportionality: What’s Happened since the Amendments,” Minneapolis, MN, September 28, 2018; Producer & Speaker, “Getting the Most Out of Your Team,” AAJ Class Action Litigation Group CLE, Denver, CO, July 18, 2018; Speaker, “Careful What You Wish For: Protecting Data Security in Discovery,” ABA 12th Annual National Institute on E-Discovery, Chicago, IL, May 18, 2018; Speaker, “Class Certification,” HB Class Action Mastery Conference, New York, NY, May 9, 2018; Producer & Faculty Member, AAJ Effective Legal Writing Workshop, New York, NY, April 12-13, 2018; Co-Editor-in-Chief, “The Sedona Conference Federal Rule of Civil Procedure 34 Primer,” 19 Sedona Conf. J. 447, March 2018; aserSpeaker, “Lawyers as Managers,” Emory Law’s Institute for Complex Litigation & Mass Claims Leadership Conference - Atlanta, GA, January 19, 2018; Speaker, “From Terabytes to Binders: Fusing Discovery and Advocacy Strategies,” Georgetown Law’s 14th Annual Advanced eDiscovery Institute - Washington DC, November 17, 2017; Co-Editor-in-Chief & Steering Committee Liaison, “The Sedona Conference Federal Rule of Civil Procedure 34 Primer,” The Sedona Conference Working Group Series, September 2017; Drafting Team Member, “The Sedona Conference Commentary on Proportionality in Electronic Discovery,” The Sedona Conference Journal, Volume 18, May 2017; Producer & Moderator, “The Future of Class Actions,” AAJ Class Action Litigation Group seminar – Nashville, TN, May 11, 2017; Producer & Speaker, “Examining Amended Rule 34,” The Sedona Conference Working Group 1 Mid-Year Meeting – Minneapolis, MN, May 4-5, 2017; Speaker, “The Economic Influence and Role of the Class Representative – Ethical and Policy Issues,” Class Action Money & Ethics Conference – New York, NY, May 1, 2017; Producer & Speaker, “Diversity in Law: The Challenges and How to Overcome Them,” AAJ Education webinar, March 27, 2017; Co-chair, “Staying Ahead of the eDiscovery Curve: Retooling Your Practice Under the New Federal Rules,” 10th Annual Sedona Conference Institute Program on


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eDiscovery, March 2-3, 2017; Faculty Member, “The Sedona Conference eDiscovery Negotiation Training: Practical Cooperative Strategies,” Miami, FL, February 8-9, 2017; Speaker, “Proportionality: What’s Happened since the Amendments,” Western Trial Lawyers Association CLE, Steamboat Springs, CO, February 2017; “Quality In, Quality Out,” Trial Magazine, January 2017; Testified before the Federal Rules Advisory Committee concerning proposed amendments to Federal Rule 23, Phoenix, AZ, January 4, 2017; Profiled in “Women of Legal Tech: From Journalism to Law”, LegalTech News – December 8, 2016; Speaker, "Closure Mechanisms,” Federal Judicial Center / Judicial Panel on Multidistrict Litigation Conference, Atlanta, GA, December 15, 2016; Speaker, “Getting Selected for Leadership – What Decisionmakers Look For and How to Overcome Common Barriers,” Emory Law Insitute for Complex Litigation & Mass Claims, Atlanta, GA, December 14, 2016; Producer & Speaker, “Mitigating Explicit and Implicit Bias in Associate Recruitment and Retention,” AAJ Hot Topics: Diversity in the Law, Charlotte, NC, November 30, 2016; Speaker, “The New Rules x 1 Year: Sanctions,” Georgetown Law Advanced E-Discovery Institute, Washington DC, November 10-11, 2016; Faculty Member, AAJ Effective Legal Writing Workshop, Washington DC, November 3-4, 2016; Speaker, “Proportionality under the Amended FRCP 26”, Complex Litigation E-Discovery Forum, Minneapolis, MN, September 25, 2016; Speaker, “Proportionality: What’s Happened since the Amendments,” Complex Litigation E-Discovery Forum, Minneapolis, MN, September 23, 2016; Moderator, “Who Will Write Your Rules—Your State Court or the Federal Judiciary?,” Pound Civil Justice Institute Forum for State Appellate Court Judges, Los Angeles, CA, July 23, 2016; Producer, Moderator & Speaker, “Dissecting the U.S. Supreme Court Decision in Spokeo, Inc. v. Robins,” American Association for Justice webinar, May 26, 2016; Moderator & Speaker, “Consumer Class Actions,” HB Litigation Conference, San Juan, PR, May 4, 2016; Faculty Member, The Sedona Conference eDiscovery Negotiation Training: Practical Cooperative Strategies, Washington, DC, March 1-2, 2016; Producer & Speaker, “The 2015 Amendments to the Federal Rules of Civil Procedure,” New York, NY, February 9, 2016; “How to Stop Worrying and Love Predictive Coding,” Trial Magazine, January 2016; Speaker, “How Will New Rule 26(b)(1) on Proportionality Impact Search and the Use of Search Technology?,” Innovation in E-Discovery Conference, New York, NY, December 9, 2015; Speaker, “New Forms of Communication,” Innovation in E-Discovery Conference, New York, NY, December 9, 2015; Speaker, “2015 Amendments to Federal Civil Rules,” Tennessee Bar Association CLE, Nashville, TN, December 2, 2015; “Discovery Proportionality Guidelines and Practices,” 99 Judicature, no. 3, Winter 2015, at 47–60 (Complex Litigation Drafting Team Leader); Speaker, “Check Your Sources: Understanding the Technical Aspects of Data Collection”, Georgetown Advanced E-Discovery Institute, Washington, DC, November 19, 2015; Speaker, “The Contentious Battle over Search Protocols in e-Discovery”, Association of Certified E-Discovery Specialists webinar, October 8, 2015; Speaker, “Proportionality in Preservation and Discovery,” The Sedona Conference Working Group 1 Mid-Year Meeting, Dallas, TX, April 30, 2015; Speaker, “Ethical Challenges in eDiscovery: Representing Clients Responsibly,” The Sedona Conference Institute, Nashville, TN, March 20, 2015; Speaker, “Issue Classes under Rule 23,” Western Trial Lawyers Association CLE, Squaw Valley, NV, February 2015; Speaker, “Issue Classes under Rule 23,” American Association for Justice Winter Convention, Palm Desert, CA, February 24, 2015; “An Introduction to Issue Classes under Rule 23(c)(4),” American Association for Justice Winter Convention published materials, February 2015; Speaker, “Shifting and Sharing the Costs of Preservation and Discovery: How, When, and Why,” Bloomberg BNA webinar, November 18, 2014; Speaker, “Application of Proportionality in Preservation and Discovery,” The Sedona


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Conference All Voices Meeting, New Orleans, LA, November 5, 2014; Speaker, “A Tour of TAR (Technology-Assisted Review),” The Sedona Conference All Voices Meeting, New Orleans, LA, November 7, 2014; Speaker, “Data Privacy and Security Are Front and Center in Litigation News – Substantive Claims and eDiscovery Issues Abound,” Georgetown Advanced E-Discovery Institute, Tysons Corner, VA, November 21, 2014; Interviewed re class action litigation regarding defective products on China Central Television for China’s national “Consumer Protection Week” feature programming – CCTV, March 15, 2014; Organizer & Speaker, “Introduction to TAR,” Lieff Cabraser Heimann & Bernstein CLE, New York, NY, August 18, 2014; Speaker, “Motions to Strike Class Allegations Using ‘Predominance’,” Strafford webinar, August 6, 2014; “Wit and Wisdom,” Trial Magazine, Volume 49, No. 12, December 2013;Speaker, “Status of Subsistence Claims in BP Oil Spill Settlement,” American Association for Justice Annual Convention, San Francisco, CA, July 2013; “Stick a Toothbrush Down Your Throat: An Analysis of the Potential Liability of Pro-Eating Disorder Websites,” Texas Journal of Women & the Law, Volume 14 Issue 2, Spring 2005; “The Gift of Legal Vision,” USC Law, Spring 2003; “Welcome to Law School,” monthly column on www.vault.com, 2001 - 2004. Awardsand Honors: “Leaders in the Field - Litigation: E-Discovery,” Chambers USA, 2017; “Rising Star for New York Metro,” Super Lawyers, 2013-2015; Wiley W. Manuel Award for Pro Bono Legal Services awarded by the State Bar of California for voluntary provision of legal services to the poor, 2005. Member: American Association for Justice (Co-Chair, Class Action Litigation Group, 2016); American Association for Justice (Steering Committee of the Public Education Committee); Barrister of the New York American Inn of Court; Emory University Law School Institute for Complex Litigation & Mass Claims (Next Generation Advisory Board Member); Georgetown Law Advanced E-Discovery Institute (Advisory Board and Planning Committee); New York City Bar Association; New York County Lawyer’s Association; New York State Bar Association; Swedish American Bar Association; The Sedona Conference Working Group 1 (Steering Committee Member). Languages: Swedish (fluent); French (DFA1-certified in Business French); Spanish (conversational).

MICHAEL J. MIARMI, Admitted to practice New York, 2006; U.S. District Court, Eastern District of New York, 2012; U.S. District Court, Southern District of New York, 2012; U.S. Court of Appeals for the Second Circuit, 2011; U.S. Court of Appeals for the Third Circuit, 2007; U.S. Court of Appeals for the Sixth Circuit; U.S. Court of Appeals for the Eighth Circuit, 2007; U.S. Supreme Court, 2011. Education: Fordham Law School (J.D., 2005); Yale University (B.A., cum laude, 2000). Prior Employment: Milberg Weiss LLP, Associate, 2005-2007. Awards & Honors: “Rising Star for New York Metro,” Super Lawyers, 2013-2017.Publications & Presentations: Co-Author with Steven E. Fineman, “The Basics of Obtaining Class Certification in Securities Fraud Cases: U.S. Supreme Court Clarifies Standard, Rejecting Fifth Circuit’s ‘Loss Causation’ Requirement,” Bloomberg Law Reports (July 5, 2011). Member:State Bar of New York; New York State Trial Lawyers Association; Public Justice Foundation; American Bar Association; New York State Bar Association.

DAVID RUDOLPH, Admitted to practice in California, 2004; U.S. District Court, Northern District of California, 2008; U.S. District Court, Southern District of California, 2008; U.S. Court of Appeals for the Ninth Circuit, 2009; U.S. Court of Appeals for the Federal Circuit, 2012. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D. 2004); Moot Court Board; Appellate Advocacy Student Advisor; Berkeley Technology Law Journal;


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Berkeley Journal of International Law; Rutgers University (Ph.D. Program, 1999-2001); University of California, Berkeley (B.A. 1998). Awards & Honors: “Outstanding Private Practice Antitrust Achievement,” American Antitrust Institute, 2017. Prior Employment: Associate, Quinn Emanuel Urquhart & Sullivan, LLP, 2008-2012; Law Clerk to the Honorable Saundra Brown Armstrong, U.S. District Court for the Northern District of California, 2007-2008.

DANIEL E. SELTZ, Admitted to practice in New York, 2004; U.S. District Court, Southern District of New York, 2005; U.S. District Court, Eastern District of New York, 2011; U.S. Court of Appeals for the First Circuit, 2011; U.S. Court of Appeals for the Fourth Circuit, 2013; U.S. Court of Appeals for the Ninth Circuit, 2011. Education: New York University School of Law (J.D., 2003); Review of Law and Social Change, Managing Editor; Hiroshima University (Fulbright Fellow, 1997-98); Brown University (B.A., magna cum laude, Phi Beta Kappa, 1997). Awards & Honors: Super Lawyers, 2016-2017. Prior Employment: Law Clerk to Honorable John T. Nixon, U.S. District Court, Middle District of Tennessee, 2003-04. Publications & Presentations: Co-Author with Jordan Elias, “The Limited Scope of the Ascertainability Requirement,” American Bar Association, Section of Litigation, March 2013; Panelist, “Taking and Defending Depositions,” New York City Bar, May 20, 2009; Contributing Author, California Class Actions Practice & Procedures (Elizabeth J. Cabraser, Editor-in-Chief, 2008); “Remembering the War and the Atomic Bombs: New Museums, New Approaches,” in Memoryand the Impact of Political Transformation in Public Space (Duke University Press, 2004), originally published in Radical History Review, Vol. 75 (1998); “Issue Advocacy in the 1998 Congressional Elections,” with Jonathan S. Krasno (Urban Institute, 2001); Buying Time: Television Advertising in the 1998 Congressional Elections, with Jonathan S. Krasno (Brennan Center for Justice, 2000); “Going Negative,” in Playing Hardball, with Kenneth Goldstein, Jonathan S. Krasno and Lee Bradford (Prentice-Hall, 2000). Member: American Association for Justice; State Bar of New York.

ANNE B. SHAVER, Admitted to practice in California, 2008; Colorado, 2008; U.S. District Court, Northern District of California, 2009; U.S. Court of Appeals for the Second Circuit, 2012; U.S. Supreme Court, 2013; U.S. Court of Appeals of the Ninth Circuit, 2009. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D., 2007), Order of the Coif; University of California, Santa Cruz (B.A. cum laude, 2003), Phi Beta Kappa. Awards & Honors: “Rising Star for Northern California,” Super Lawyers, 2012-2019; “40 & Under Hot List," Benchmark Litigation, 2018, “Top Labor & Employment Lawyers," Daily Journal, 2018; “Plaintiff Employment Lawyers," Lawdragon 500, 2018. Prior Employment: Law Clerk to Honorable Betty Fletcher, U.S. Court of Appeals for the Ninth Circuit, 2008-2009; Davis, Graham & Stubbs, LLP, Litigation Associate, 2008; Public Defender’s Office of Contra Costa County, 2007; Davis, Cowell & Bowe, LLP, Summer Law Clerk, 2006; Centro Legal de la Raza, Student Director, Workers’ Rights Clinic, 2005-2006; Human Rights Watch, Legal Intern, 2005. Publications: “Winning Your Class Certification Motion Post-Brinker,” Consumer Attorneys of California, November 2013 (panelist); “Counseling HR on National Origin & Language Issues in the Workplace,” ABA Labor & Employment Section, November 2012 (moderator); “U.S. v. Fort and the Future of Work-Product in Criminal Discovery,” 44 Cal. W. L. Rev. 127, 12293 (Fall 2007); “Rule 23 Basics,” Impact Fund Class Action Training Institute, May 2011; “A Place At The Table? Recent Developments in LBGT Rights,” ABA Labor & Employment Section Conference, April 2012 (moderator); “Transgender Workplace Issues After the EEOC’s


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Landmark Macy Ruling,” Bar Association of San Francisco, September 2012 (moderator); CAOC, “Latest Developments in Employment and Wage and Hour Law,” February 25, 2014 (speaker). Member: Bar Association of San Francisco; Consumer Attorneys of California; National Employment Lawyers Association; American Bar Association Equal Employment Opportunity Committee (Co-Chair); Programs Committee.

KATHERINE LUBIN BENSON, Admitted to practice in California, 2008; Ninth Circuit Court of Appeals; U.S. District Court, Northern District of California; U.S. District Court, Southern District of California; U.S. District Court, Central District of California. Education:University of California, Berkeley, School of Law (Berkeley Law) (J.D., 2008); University of California, Berkeley, School of Law (Berkeley Law) Mock Trial Team, 2006-2008; First Place, San Francisco Lawyer’s Mock Trial Competition. University of California Los Angeles (B.A., Political Science, minor in Spanish, cum laude); Phi Beta Kappa; UCLA Honors Program; Political Science Departmental Honors; GPA 3.8. Universidad de Sevilla (2003). Awards & Honors: “Rising Star for Northern California,” Super Lawyers, 2016-2019. Prior Employment: Associate, Orrick, Herrington & Sutcliff, LLP, 2008-2013; Summer Associate, Orrick, Herrington & Sutcliff, LLP, 2007; Judicial Extern to Honorable Dean D. Pregerson, 2006. Member: American Bar Association; State Bar of California; Board of Directors, Northern District Court Practice Program; Board of Directors, East Bay Community Law Center.

KEVIN R. BUDNER, Admitted to practice in California; U.S. Court of Appeals, Seventh Circuit, 2016; U.S. Court of Appeals, Ninth Circuit, 2016; U.S. District Court, Northern District of California, 2014; U.S. District Court, Central District of California, 2014; U.S. District Court of Colorado, February 25, 2014. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D. 2012); American Jurisprudence Award in Advanced Legal Research (first in class); Prosser Prize in Negotiation (second in class); Edwin A. Heafey, Jr. Trial Fellowship Recipient; Board of Advocates Trial Team Member; American Association of Justice Trial Competition, 2012 National Semi-finalist, 2011 Regional Finalist; Berkeley Journal of International Law, Senior Editor. University of California Hastings College of the Law (2009-2010); CALI and Witkins Awards (first in class); Wesleyan University (B.A., Political Science, 2005). Honors & Awards: "Rising Star for Northern California," Super Lawyers, 2019; “California Lawyer of the Year,” California Daily Journal, 2018; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2017. Prior Employment: Judicial Clerk to U.S. District Judge Barbara M.G. Lynn, 2012-2013; Certified Student Counsel, East Bay Community Law Center, 2011-2012; Research Assistant, Duckworth Peters Lebowitz Olivier, LLP, 2011-2012; Summer Associate, Lieff Cabraser Heimann & Bernstein, LLP , 2011-2012; Judicial Extern to U.S. District Judge Phyllis J. Hamilton, 2010; Homeless Policy Assistant, Office of Mayor Gavin Newsom, 2009; Project Manager, Augustyn & Co. 2007-2009; Visiting Professor, University of Liberal Arts Bangladesh, 2006-2007; Researcher, Rockridge Institute, 2005, 2006. Languages: Spanish (proficient), Portuguese (proficient), Bengali (basic). Publications: Co-Author, “Play Ball: Potential Private Rights of Action Emerging From the FIFA Corruption Scandal,” 11 Business Torts & RICO News 1 (Summer 2015). Member: American Association for Justice, Bar Association of San Francisco, Consumer Attorneys of California, State Bar of California, San Francisco Trial Lawyers Association.


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PHONG-CHAU G. NGUYEN, Admitted to practice in California, 2012; U.S. District Court, Northern District of California, 2013; U.S. District Court, Central District of California, 2013; U.S. Court of Appeals for the Ninth Circuit, 2013. Education: University of San Francisco School of Law (J.D. 2012); Development Director, USF Moot Court Board; Merit Scholar; Zief Scholarship Recipient; University of California, Berkeley (B.A., Highest Honors; Distinction in General Scholarship, 2008). Honors & Awards: “Rising Star for Northern California,” Super Lawyers, 2018-2019; “California Lawyer of the Year,” California Daily Journal, 2018; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2017. Prior Employment: Attorney, Minami Tamaki, 2013; Post-Bar Law Clerk, Velton Zegelman PC, 2012; Law Clerk, Minami Tamaki, 2011-2012; Housing and Economic Rights Advocates, 2011; Greenlining Institute, 2008-2009, 2012. Member: State Bar of California; Asian American Bar Association for the Greater Bay Area; Barristers Club of the San Francisco Bar Association, Board of Directors; San Francisco Trial Lawyers Association.

MELISSA GARDNER, Admitted to practice in California, 2013; New York, 2013; U.S. District Court, Northern District of California, 2013; Central District of California, 2019. Education: Harvard Law School (J.D. 2011); Student Attorney, Harvard Prison Legal Assistance Project and South Brooklyn Legal Services; Semi-Finalist, Harvard Ames Moot Court Competition; Harvard International Law Journal. Western Washington University (B.A. magna cum laude, 2005). Awards & Honors: “Rising Star for Northern California,” SuperLawyers, 2017-2019. Prior Employment: Associate, Emery Celli Brinckherhoff & Abady (2012); Law Clerk, South Brooklyn Legal Services (2011-2012); Peace Corps Volunteer, China (2005-2008). Publications: Co-Author, “Play Ball: Potential Private Rights of Action Emerging From the FIFA Corruption Scandal,” 11 Business Torts & RICO News 1 (Summer 2015). Member: American Association for Justice; American Bar Association; Bar Association of San Francisco; California Women Lawyers; Consumer Attorneys of California; Ms. JD; State Bar of New York; State Bar of California.

OF COUNSEL

ROBERT L. LIEFF, Admitted to practice in California, 1966; U.S. District Court, Northern District of California and U.S. Court of Appeals, Ninth Circuit, 1969; U.S. Supreme Court, 1969; U.S. Court of Appeals, Seventh Circuit, 1972; U.S. Tax Court, 1974; U.S. District Court, District of Hawaii, 1986. Education: Columbia University (M.B.A., 1962; J.D., 1962); Cornell University; University of Bridgeport (B.A., 1958). Member, Columbia Law School Dean’s Council; Member, Columbia Law School Board of Visitors (1992-2006); Member, Columbia Law School Center on Corporate Governance Advisory Board (2004). Awards & Honors: AV Preeminent Peer Review Rated, Martindale-Hubbell; Selected for inclusion by peers in The Best Lawyers in America in fields of “Mass Tort Litigation/Class Actions – Plaintiffs,” 2015-2019; “Super Lawyer for Northern California,” Super Lawyers, 2005-2009, “Lawdragon Finalist,” Lawdragon, 2005. Member: Bar Association of San Francisco; State Bar of California (Member: Committee on Rules of Court, 1971-74; Special Committee on Multiple Litigation and Class Actions, 1972-73); American Bar Association (Section on Corporation, Banking and Business Law); Lawyers Club of San Francisco; San Francisco Trial Lawyers Association; California Trial Lawyers Association; Consumer Attorneys of California; Fight for Justice Campaign.


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LYDIA LEE, Admitted to practice in Oklahoma 1983; U.S. District Court, Western and Eastern Districts of Oklahoma; U.S. Court of Appeals, 10th Circuit. Education: Oklahoma City University, School of Law (J.D., 1983); University of Central Oklahoma (B.A., 1980). PriorEmployment: Partner, Law Office of Lydia Lee (2005-2008); Partner, Oklahoma Public Employees Retirement System (1985-2005); Associate, law firm of Howell & Webber (1983-1985). Publications & Presentations: “QDROs for Oklahoma’s Public Pension Plans,” OklahomaFamily Law Journal, Vol. 13, September, 1998; Co-Author, “Special Problems in Dividing Retirement for Employees of the State of Oklahoma,” OBA/FLS Practice Manual, Chapter 27.3, 2002; Featured Guest Speaker, Saturday Night Law, KTOK Radio; Contributor and Editor, INFRE Course Books for CRA program. Member: Ruth Bader Ginsberg Inn of Court (2015-present), Outstanding Master of the Bench (2016-2017); Edmond Neighborhood Alliance Board of Directors (2005-Present), President (2012-2013, 2006-2007); Oklahoma Bar Association, Member (1983-present); OBA Women in Law Committee (2007-2013); Bench and Bar Committee (2013-present); National Association of Public Pension Attorneys (1988-Present), President (2002-2004), Vice-President (2001-2002), Executive Board member (1998-2004), Chair of Benefits Section, Emeritus Board member (2004); Edmond Planning Commission (2008-2010); Central Edmond Urban Development Board (2006-2008); Midwest City Regional Hospital, Board of Governors, Served on Physician/Hospital Organization Board, Pension and Insurance Trust Committees, and Chairman of Woman’s Health Committee (1992-1996); City of Midwest City, Planning Commission (1984-1998), Chairman (1990-1995), Vice-Chairman (1987-1990), Served on Capital Improvement Committee, Airport Zoning Commission (Tinker AFB), and Parkland Review Board, served on Midwest City Legislative Reapportionment Committee (1991).

ASSOCIATES

EVAN J. BALLAN, Admitted to practice in California, 2017; U.S. Court of Appeals, Fourth Circuit, 2018; U.S. District Court, Northern District of California, 2018. Education: University of Michigan Law School (J.D. Magna cum laude, Order of the Coif, 2017); Articles Editor, Michigan Law Review; McGill University (B.A., 2010). Publications: Protecting Whistleblowing (and Not Just Whistleblowers), Note, 116 Mich. L. Rev. 475 (2017). Prior Employment: Clerk to the Honorable Albert Diaz of the U.S. Court of Appeals for the Fourth Circuit. Member: State Bar of California.

FACUNDO BOUZAT, Admitted to practice in California, 2017; U.S. District Court, Northern District of California, 2017; U.S. District Court, Central District of California, 2019. Education: University of Michigan Law School (J.D. 2017); Michigan Law Review, Associate Editor; Judge Avern Cohn Summer Fellowship; Vice-President, ACLU Michigan Law Chapter; Bowling Green State University(B.A., summa cum laude, 2013). Publications: American Medical Tourism: Regulating a Cure that Can Damage Consumer Health, 25 L. Consumer L. Rev. 319 (2013); The Contingent Ethics of Market Transactions: Linking the Regulation of Business to Specific Forms of Markets, 6 Charleston L. Rev. 163 (2012); Changing Demographics and Language: A New Challenge to Legal Services Programs, 26 J. Mgmt. Info. Exchange (Winter Issue) 9 (2011). Member: State Bar of California.


1043044.1 - 139 -

WILSON M. DUNLAVEY, Admitted to practice in California, 2015; U.S. Court of Appeals, Ninth Circuit, 2016; U.S. District Court, Central District of California, 2016; U.S. District Court, Northern District of California, 2016; U.S. District Court, Middle District of North Carolina, 2016. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D. 2015); Berkeley Technology Law Journal, Associate Editor; University of California, Berkeley, School of Law (Berkeley Law) Queer Caucus, Co-Chair; Board of Advocates Moot Court Team. Humboldt University in Berlin (Ph.D., cum laude, Modern History, 2015; Dual M.A., Magister Artium, History and Philosophy, 2015); Friedrich-Naumann Foundation; Master's and Ph.D. Fellow; Queer Initiative, Director; Student Government, Executive Counsel. St. John's College (B.A., History of Math and Science, Philosophy, 2003); Faculty Toast Prize; Delegate Council. Honors & Awards: "Rising Star for Northern California," Super Lawyers, 2019; “California Lawyer of the Year,” California Daily Journal, 2018; “Consumer Attorney of the Year Finalist,” Consumer Attorneys of California, 2017; “Outstanding Private Practice Antitrust Achievement,” American Antitrust Institute, 2017. Prior Employment: Summer Associate, McDermott Will & Emery (2014); Law Clerk, Transgender Law Center (2014); Legal Research and Writing Teaching Assistant, First Year Skills Program, UC Berkeley School of Law (2013-2014); Judicial Extern to the Honorable William A. Alsup, U.S. District Court for the Northern District of California (2013); Legal Counselor, Berkeley Workers' Rights Clinic (2012-2013). Member: State Bar of California.

ADAM GITLIN, Admitted to practice in California, 2017; New York, 2009; U.S. District Court, Central District of California, 2018; U.S. District Court, Southern District of California, 2018. Education: University of Michigan Law School (J.D., 2007), Executive Editor and Editorial Board Member, University of Michigan Law Review. Princeton University (A.B., 2003). Honors & Awards: "Rising Star for Northern California," Super Lawyers, 2019. Publications & Presentations: The Justice Department’s Voter Fraud Scandal: Lessons (with Wendy Weiser), New York: Brennan Center for Justice (January 2017); Lecturer, “Voter Intimidation and Discrimination in the 2016 Election: Rhetoric and Reality,” U.S. Presidential Election of 2016 Conference on Domestic & International Aspects, Inter-Disciplinary Center, Herzliya, Israel (January 2017); Lecturer, “Modernizing Elections,” Washington House of Representatives State Government Committee (January 2017); Dangers of “Ballot Security” Operations: Preventing Intimidation, Discrimination, and Disruption (with Wendy Weiser), New York: Brennan Center for Justice (August 2016); Automatic Motor-Voter Registration Now Law in Four States, BillMoyers.com (May 2016); Lecturer, “Nonpartisan Voter Education Workshop,” Nassau County, NY (October 2016); Lecturer, “Voting in 2016: The Good, the Bad, and the Potentially Very Ugly,” Westchester Women’s Bar Association, White Plains, NY (September 2016); Witness, Voting Rights Town Hall Meeting: “Setting the Democracy Agenda,” Hon. John Conyers & Hon. Brenda Lawrence, U.S. House of Representatives, Detroit, MI (June 2016); Witness, Congressional Forum: “Fragile at fifty: The urgent need to strengthen and restore the Voting Rights Act,” Hon. Nydia Velazquez, Hon. Hakeem Jeffries, and Hon. Grace Meng, U.S. House of Representatives Democratic Outreach and Engagement Task Force, New York, NY (May 2016); Witness, Hearing on SB 350 [automatic voter registration bill], Senate Education, Health, and Environmental Affairs Committee, Maryland Senate (February 2016); Christie Misses a Golden Opportunity for the Garden State, The Huffington Post (November 2015); Panelist, “Voting Rights Panel,” SiX National Legislator Conference, Washington, DC (October 2015). Prior Employment: Counsel, Brennan Center for Justice at NYU School of Law


1043044.1 - 140 -

(2015-2017); Trial Attorney, U.S. Department of Justice Antitrust Division, Litigation I Section (2008-2015); Law Clerk to Judge Noël A. Kramer, District of Columbia Court of Appeals (2007-2008).

AVERY S. HALFON, Admitted to practice in New York, 2016; District of Columbia, 2017; U.S. Court of Appeals for the Sixth Circuit, 2017; U.S. Court of Appeals for the Second Circuit, 2017; U.S. District Court, Eastern District of New York, 2018. Education: Harvard Law School (J.D. cum laude 2015); Editor-in-Chief, Harvard Law & Policy Review; Dean’s Scholar Prizes in Law and the Political Process, Transnational Corruption, and Environmental Law. Stanford University (B.A. 2010). Prior employment: Law Clerk to the Honorable Jane B. Stranch of the U.S. Court of Appeals for the Sixth Circuit (2016-2017); Fellow, Cohen Milstein Sellers & Toll, PLLC (2015-2016). Member: American Association of Justice; New York State Academy of Trial Lawyers.

ANDREW KAUFMAN, Admitted to practice in New York, 2013; Tennessee, 2015; U.S. District Court, Middle District of Tennessee, 2015. Education: Harvard Law School (J.D. cum laude, 2012); Executive Editor, Harvard Law and Policy Review; Dean’s Scholar Prizes in Federal Courts, Civil Procedure, and Legislation & Regulation. Carleton College (B.A. magnacum laude, Political Science, 2007). Professional Associations & Memberships: Member, Nashville Bar Foundation Leadership Forum, 2017 – 2018, Publications: “Spokeo Still Standing: No Sign of a Circuit Split” (with Nicholas Diamand), Law360, 2016; “Spotlight on Spokeo: A Win for Consumers” (with Nicholas Diamand), Law360, 2016; “Lochner for the Executive Branch: The Torture Memo as Anticanon,” 7 Harv. L. & Pol’y Rev. 199 (2013); “American Foreign Policy Opinion in 2004: Exploring Underlying Beliefs,” 27 Am. Rev. of Pol. 295 (2007). Prior Employment: Law clerk to the Honorable Martha Craig Daughtrey, U.S. Court of Appeals, Sixth Circuit (2014-15); Law Clerk to the Honorable Stephen Glickman, D.C. Court of Appeals (2013-14); Fellow, Public Citizen Litigation Group (2012-13).

MICHELLE LAMY, Admitted to practice in California, 2015; U.S. Court of Appeals for the Ninth Circuit, 2017; U.S. District Court, Northern District of California, 2017; U.S. District Court, Western District of Wisconsin, 2016. Education: Stanford Law School (J.D. 2015); Gerald Gunther Prize for Outstanding Performance in Research and Legal Writing; Gerald Gunther Prize for Outstanding Performance in Statutory Interpretation; Executive Board, Stanford Journal of Civil Rights & Civil Liberties. College of Arts & Sciences, Boston College (B.A. summa cum laude, 2009); Phi Beta Kappa; Dean’s List First Honors, Dean’s Scholar - Economics; Rev. Robert Cheney Economics Scholar. Prior Employment: Law Clerk to the Honorable Thelton E. Henderson, U.S. District Court for the Northern District of California. Member: American Bar Association; State Bar of California. Honors & Awards: "Rising Star for Northern California," Super Lawyers, 2019.

DANIEL R. LEATHERS, Admitted to practice in New Jersey, 2010; New York, 2010; Pennsylvania, 2009; U.S. Court of Appeals, 3rd Circuit, 2012; U.S. District Court, District of New Jersey, 2010; U.S. District Court, Eastern District of New York, 2012; U.S. District Court, Southern District of New York, 2012; U.S. District Court, Eastern District of Wisconsin, 2013. Education: Case Western Reserve University Law School, Cleveland, Ohio (J.D. cum laude, 2009), Case Western Reserve Journal of International Law, Executive Articles Editor;


1043044.1 - 141 -

Pennsylvania State University (B.A., History & Journalism, 2005). Professional Associations: American Association of Justice; American Bar Association; New Jersey Association of Justice. Honors & Awards: “Rising Star for New York Metro Area in Class Action/Mass Torts,” Super Lawyers, 2013, 2014, 2015, 2016, 2017; “Rising Star for New Jersey in Class Action/Mass Torts,” Super Lawyers, 2019; Federal Bar Association Award for Excellence in Constitutional Law, 2009; International Academy of Trial Lawyers Award for Overall Trial Advocacy Excellence, 2009; CALI Excellence for the Future Awards: Trial Tactics, 2009; Constitutional Law II, 2007. Prior Employment: Clerk to the Honorable Carol Higbee, New Jersey Superior Court Civil Division Presiding Judge (deceased). Member: New Jersey State Bar Association; New York State Bar Association; Pennsylvania State Bar Association.

MICHAEL LEVIN-GESUNDHEIT, Admitted to practice in California, 2013; U.S. District Court, District of New Mexico, 2017; U.S. District Court, Northern District of California, 2015; U.S. Court of Appeals for the Second Circuit, 2019; U.S. Court of Appeals for the Ninth Circuit, 2018. Education: Stanford Law School (J.D. 2013), Managing Editor, Stanford Law & Policy Review; Gerald Gunther Prize for Outstanding Performance in Intellectual Property. Harvard University (A.B. magna cum laude, 2008). Professional Associations: American Bar Association, Equal Employment Opportunity Committee; Bar Association of San Francisco; Consumer Attorneys of California. Prior Employment: Law Clerk to the Honorable Jacqueline Nguyen, Ninth Circuit Court of Appeals (2014-2015); Law Clerk to the Honorable Garland Burrell, Jr., U.S. District Court, Sacramento, California (2013-2014).

KATHERINE MCBRIDE, Admitted to practice in New York, 2016. Education: Stanford Law School (J.D. pro bono distinction 2015) (Levin Center Public Interest Fellow; Stanford Law Association; Stanford Journal of International Law; Iraqi Legal Education Initiative Rule of Law Project; Policy Director, Iraqi Refugee Assistance Project; Student Leader, DACA Pro Bono Project). Boston College (B.A. summa cum laude, 2011) (Phi Beta Kappa, Alpha Sigma Nu). Prior employment: Judicial Clerk to Judge I. Leo Glasser of the U.S. District Court for the Eastern District of New York; Ford Foundation Public Interest Fellow, Human Rights First. Member: State Bar of New York.

KELLY MCNABB, Admitted to practice in Minnesota, 2012; New York, 2015; U.S. District Court, District of Minnesota, 2012. Education: University of Minnesota Law School (J.D. cum laude 2012); Managing/Research Editor, Minnesota Law Review, 2010-2012; University of Minnesota Twin Cities College of Liberal Arts (B.A. 2008). Honors & Awards: “Rising Star for NY Metro,” Super Lawyers, 2016-2017; Attorney of the Year – Pritzker Trial Team, Minnesota Lawyer, 2014. Publications: “The Relevant Scope of General Causation: Internal Company Documents and Communications,” American Association for Justice Newsletter, 2018 ; “What ‘Being a Watchdog’ Really Means: Removing the Attorney General from the Supervision of Charitable Trusts,” Minnesota Law Review, 2012. Prior Employment: Pritzker Olsen, P.A., Attorney, 2012-2014. Member: American Association for Justice, Minnesota Association for Justice, Minnesota Women Lawyers.

VALERIE COMENENCIA ORTIZ, Admitted to practice in California, 2018. Education: Yale Law School (J.D. 2018), Articles Editor, Yale Journal of International Law;Community Service Chair, Black Law Students Association & Latino Law Students Association;


1043044.1 - 142 -

Vice President for Membership and Community Engagement, American Constitution Society. Columbia University, School of International and Public Affairs (M.A. 2015). Columbia University (B.A. 2014). Prior Employment: Jerome N. Frank Legal Services Organization; Asylum Seeker Advocacy Project. Member: State Bar of California.

SEAN A. PETTERSON, Admitted to practice in New York, 2016; U.S. District Court, Eastern District of New York, 2017; U.S. District Court, Southern District of New York, 2017. Education: New York University School of Law (J.D., 2015); Senior Quorum Editor, Journal of Legislation and Public Policy; Robert McKay Scholar; Brandeis University (B.A., Summa Cum Laude 2011). Prior Employment: Civil Litigation Extern, U.S. District Court for the Southern District of New York; Boies Schiller Flexner, LLP. Member: State Bar of New York.

YAMAN SALAHI, Admitted to practice in California, 2013; U.S. District Court, Central District of California, 2013; U.S. District Court, Northern District of California, 2014; U.S. Court of Appeals, Ninth Circuit, 2013. Education: Yale Law School (J.D. 2012); University of California, Berkeley (B.A. 2009). Prior Employment: Judicial Clerk to Judge Edward M. Chen in the U.S. District Court for the Northern District of California; Arthur Liman Fellow, American Civil Liberties Union of Southern California; National Security and Civil Rights program, Advancing Justice-Asian Law Caucus. Awards & Honors: Kathi Pugh Award for Exceptional Mentorship, U.C. Berkeley School of Law; American Antitrust Institute’s 2017 Antitrust Enforcement Award for Outstanding Antitrust Litigation Achievement in Private Law Practice in In re Cipro Cases I & II. Member: State Bar of California.

MIKE SHEEN, Admitted to practice in California, 2012; U.S. District Court, Northern District of California, 2013; U.S. District Court, Southern District of California, 2013; U.S. Court of Appeals, Ninth Circuit, 2018; U.S. Court of Appeals, Federal Circuit, 2015. Education: University of California, Berkeley, School of Law (Berkeley Law) (J.D. 2012); Articles Editor (2010-2012), Executive Editor (2011-2012), Berkeley Technology Law Journal; Senior Articles Editor, Asian American Law Journal; Student Member, Berkeley Law Admissions Committee; Funding Officer, U.C. Berkeley Graduate Assembly. University of California, Berkeley (B.A. 2004). Prior Employment: Judicial Clerk to Judge Dale A. Drozd of the U.S. District Court for the Eastern District of California; Milbank, Tweed, Hadley & McCloy LLP. Member: State Bar of California.

JOHN T. SPRAGENS, Admitted to practice in Tennessee, 2012; U.S. District Court, Middle District of Tennessee, 2014, U.S. District Court, Northern District of Ohio, 2015, U.S. District Court, Northern District of Illinois, 2015, U.S. District Court, Eastern District of Texas, 2016. Education: Vanderbilt University Law School, Nashville, Tennessee (J.D. 2012); Executive Editor, Environmental Law and Policy Annual Review. Kenyon College (B.A., magnacum laude, International Studies, 2004); Phi Beta Kappa. Honors & Awards: “Rising Star for Mid-South,” Super Lawyers, 2016-2018; “Top 40 Young Lawyer,” American Bar Association, 2018; “Top 100 Trial Lawyers in Tennessee,” National Trial Lawyers. Prior Employment: Associate, Bass, Berry & Sims, 2013-14; Law Clerk, United States District Judge Kevin H. Sharp, 2012-13; Legal Intern, Metropolitan Nashville Public Defender’s Office, 2011; Summer Associate, Lieff Cabraser Heimann & Bernstein, 2011; Legal Clerk, New Orleans Workers’ Center for Racial Justice, 2010; Strategic Advisor, Center for Charter School Excellence, 2010;


1043044.1 - 143 -

Communications Director and Legislative Assistant to U.S. Congressman Jim Cooper, 2006-09; Staff Writer, Nashville Scene, 2004-06. Member: Tennessee Bar Association; Tennessee Association for Justice.

ABBY R. WOLF, Admitted to practice in California, 2016; U.S. Court of Appeals, 4th Circuit, 2017. Education: University of California, Davis School of Law (J.D. 2016) (Senior Articles Editor, Business Law Journal; Co-Chair, King Hall Women’s Law; Member of Civil Rights Clinic; Four Witkin Awards for Excellence). University of California, Berkeley (B.A. 2011) (Phi Alpha Theta). Prior employment: Judicial Clerk to Judge Joseph R. Goodwin of the U.S. District Court for the Southern District of West Virginia. Member: State Bar of California.

TISEME ZEGEYE, Admitted to practice in California, 2018; New York, 2013; U.S. Court of Appeals for the 2nd Circuit, 2014; U.S. Court of Appeals for the Ninth Circuit, 2014; U.S. Supreme Court, 2016. Education: New York University School of Law (J.D. 2011), BLAPA Kim Barry ’98 Memorial Graduation Prize for Academic Excellence and Commitment to International and Human Rights Work; Dean’s Scholarship. The College of William and Mary (B.A. cum laude, 2008). Prior Employment: Staff Attorney, Center for Reproductive Rights, New York; Legal Fellow, American Civil Liberties Union Women’s Rights Project. Member: American Bar Association, Labor & Employment Law Section (Employee-side Vice-Chair of the Member Services Committee); American Constitution Society Bay Area Lawyer Chapter (Board Member); Equal Rights Advocates (Litigation Committee Member).

Notice on the Firm’s AV Rating: AV is a registered certification mark of Reed Elsevier Properties, Inc., used in accordance with the Martindale-Hubbell certification procedures, standards and policies. Martindale-Hubbell is the facilitator of a peer review process that rates lawyers. Ratings reflect the confidential opinions of members of the Bar and the Judiciary. Martindale-Hubbell Ratings fall into two categories—legal ability and general ethical standards.


EXHIBIT B


LIEFF CABRASER HEIMANN & BERNSTEIN, LLP

Report created on 04/25/2019 01:37:20 PM From inception

To 04/22/19

Matter Number: 3757-0001

PARTNER

NAME HOURS RATE TOTALDANIEL CHIPLOCK 1,522.50 775.00 1,179,937.50

MICHAEL MIARMI 556.60 650.00 361,790.00

DANIEL SELTZ 572.30 680.00 389,164.00

2,651.40 1,930,891.50

ASSOCIATE

NAME HOURS RATE TOTALKATHERINE MCBRIDE 29.00 440.00 12,760.00

JOHN NICOLAOU 56.80 510.00 28,968.00

85.80 41,728.00

STAFF ATTORNEY

NAME HOURS RATE TOTALTANYA ASHUR 2,332.40 415.00 967,946.00

COREY BENNETT 436.80 415.00 181,272.00

CHRISTOPHER JORDAN 1,903.30 415.00 789,869.50

JASON KIM 1,352.00 415.00 561,080.00

JAMES LEGGETT 2,274.70 415.00 944,000.50

CAMERON SAUNDERS 1,372.90 415.00 569,753.50

JONATHAN ZAUL 463.70 415.00 192,435.50

10,135.80 4,206,357.00

CONTRACT ATTORNEY

NAME HOURS RATE TOTAL

VIRGINIA WEISS 1,322.80 325.00 429,910.00

1,322.80 429,910.00

OF COUNSEL

NAME HOURS RATE TOTALROBERT LIEFF 93.70 1,075.00 100,727.50

93.70 100,727.50

PARALEGAL/CLERK

NAME HOURS RATE TOTALRICHARD ANTHONY 18.40 345.00 6,348.00

NIKKI BELUSHKO BARROWS 10.00 360.00 3,600.00

JLE TARPEH 227.50 390.00 88,725.00

ALEXANDER ZANE 15.60 390.00 6,084.00

271.50 104,757.00

LITIGATION SUPPORT / RESEARCH

NAME HOURS RATE TOTALRICHARD ANTHONY 103.70 405.00 41,998.50

MARGIE CALANGIAN 229.50 405.00 92,947.50

KIRTI DUGAR 249.10 495.00 123,304.50

ANTHONY GRANT 192.80 405.00 78,084.00

ANIL NAMBIAR 237.00 405.00 95,985.00

FAWAD RAHIMI 88.00 405.00 35,640.00

1,100.10 467,959.50

MATTER TOTALS 15,661.10 7,282,330.50


EXHIBIT C


Current = 04/01/19

Matter-to-Date

$1,135.60

$51.25

$22,111.40

$1,742.60

$25,040.85

Matter-to-Date

$6,278.03

$620,000.00

$4,415.11

$63,660.00

$225.80

$570.00

$674.95

$7,572.28

$703,396.17

$728,437.02

$728,437.02

Cost Funds

Deposition/Transcripts

Electronic Database

Federal Express/Messenger

Filing Fees

Total Hard Costs:

Other Charges

Travel

Net Costs:

BNYM - ADRs - General Matter Matter Number: 3757-0001

Soft Costs Incurred

In-House Copies

Print

Telephone

To

Present

Total Matter Costs:

Total Cost Receipts: $0.00

Postage

Total Soft Costs:

Hard Costs Incurred

Computer Research

LIEFF CABRASER HEIMANN & BERNSTEIN, LLP

To 04/25/19Report created on 04/25/2019 01:39:49 PMMatter-to-Date = Inception


EXHIBIT 5


EXHIBIT A


2

FIRM BIOGRAPHY

HACH ROSE SCHIRRIPA & CHEVERIE, LLP (“HRS&C” or the “Firm”) specializes in large, complex litigation in the fields of securities, mergers and acquisitions, corporate governance, antitrust, consumer protection, investor arbitration and employment litigation on behalf of Taft-Hartley funds and their members. With over 100 years of combined experience, the Firm’s attorneys have established themselves as leading representatives of Taft-Hartley pension and benefit funds in these areas of the law. The Firm’s attorneys have litigated hundreds of cases in both state and federal courts through the United States, and are committed to protecting pension fund assets and victims of corporate wrongdoing. HRS&C is headquartered in New York. Its attorneys are licensed to practice law in New York, New Jersey, Connecticut, Massachusetts and Washington, D.C., and have practiced in numerous federal district and appellate courts and state courts throughout the United States and Puerto Rico.

NOTABLE CURRENT AND FORMER REPRESENTATION OF INSTITUTIONAL INVESTORS, TAFT-HARTLEY PENSION AND BENEFIT FUNDS AND INDIVIDUALS

Securities Fraud Class Actions and Corporate Governance Actions o Court appointed Co-lead Counsel, and representation of Taft-Harley pension fund, as lead

plaintiff, in a securities fraud class action against Cemex, S.A.B. de C.V. arising from material misrepresentations concerning allegations that Cemex executives had engaged in an unlawful bribery scheme in connection with the company’s dealings in Columbia, which subjected the company to heightened regulatory scrutiny and potential criminal sanctions.

o Representation of Taft-Hartley pension fund, as lead plaintiff in a Delaware Section 220 action against the Board of Directors of AmeriSource Bergen, in connection with the Board’s refusal to produce books and records relating to the company’s $260 million penalty for operating an illegal pre-filled syringe program, in violation of the Food Drug and Cosmetic Act (“FDCA”).

o Representation of Taft-Hartley pension fund, as lead plaintiff and proposed class representative, in a derivative action against Wells Fargo’s Board of Directors alleging a breach of fiduciary duty by willfully ignoring the wide-spread fraud by the illegal practice of opening unauthorized deposit and credit accounts for Wells Fargo customers.

o Representation of Taft-Hartley benefits fund, as lead plaintiff and proposed class representative, in a derivative action against Western Union’s Board of Directors alleging a


3

breach of fiduciary duty by willfully ignoring its participation in cross-border money laundering.

o Representing a Taft-Hartley benefits fund as lead plaintiff and proposed class representative

in a derivative action against current and former directors of DreamWorks Animation SKG, Inc. for breaches of fiduciary duty and corporate malfeasance in violation of Delaware law.

o Representation of three individual investors as proposed class representatives on behalf of the

Retail Investor Subclass in a securities class action against Facebook, Inc., several of its officer and directors and the lead underwriter arising from material misrepresentations made to investors in connection with Facebook’s Initial Public Offering.

o Representation of a Taft-Hartley pension fund, as lead plaintiff and proposed class

representative, on behalf of all Taft-Hartley and employee benefit plans covered by ERISA, other non-public institutional investors, including private pension funds, mutual funds, endowment funds, and investment manager funds in a class action against The Bank of New York Mellon Corporation and its predecessors and subsidiaries, alleging that defendants charged class members fictitious foreign currency exchange (“FX”) rates in connection with the purchase and sale of foreign securities. Following four-years of intense litigation, which included over 19 million pages of document discovery, over 100 depositions, counterclaims against the named plaintiffs and their trustees, counsel for co-lead plaintiffs secured a court-approved settlement that returned, in aggregate, $504 million to BNY Mellon’s custodial banking customers. At the final settlement hearing in BNY Mellon (Sept. 24, 2015), Judge Kaplan noted:

This really was an extraordinary case in which plaintiffs’ counsel performed, at no small risk, an extraordinary service, …. They did a wonderful job in this case, and I've seen a lot of wonderful lawyers over the years. This was a great performance.

o * * * This was an outrageous wrong committed by the Bank of New York Mellon, and plaintiffs’ counsel deserve a world of credit for taking it on, for running the risk, for financing it and doing a great job.

o Representation of a Taft- Hartley pension fund, as a named plaintiff in a class action against The Bank of New York Mellon Corporation and its predecessors and subsidiaries, for harm suffered as a result of BNYM’s conversion of dividends or other cash distributions by foreign companies to holders of American Depositary Receipts (“ADRs”) into U.S. Dollars, a process referred to as “ADR FX Conversions,” in a manner that breached BNYM’s contractual obligations to holders of those ADRs.

o Representation of a Taft-Hartley benefits fund, as lead plaintiff and proposed class representative, in a derivative action against Darden Restaurants Inc.’s Board of Directors alleging a breach of fiduciary duty in connection with their approval of the Bylaw Amendments and the Dead Head Proxy Put and corporate waste in connection with their approval of the Red Lobster Transaction. This matter was successfully litigated and resulted in a settlement in which the Board of Directors agreed to restore and enhance core franchise rights of Darden


4

shareholders by repealing certain Bylaw Amendments, enhancing voting rights and terminating a “poison pill.”

o Representation of a Taft-Hartley pension fund, as lead plaintiff in a direct shareholder action

against Globe Specialty Metals’ Board of Directors and certain other defendants alleging a breach of fiduciary duty in connection with the Board’s approval of the sale of Globe Specialty Metals to Grupo FerroAtlantica, S.A.U. This matter was successfully litigated and resulted in a $32.5 million settlement, as well as post-transaction protections for Globe’s former shareholders, including amendments to the acquiring company’s Articles of Association.

o Representation of a Taft-Hartley benefits fund, as lead plaintiff and proposed class representative, in a derivative action against Impax Laboratories Inc.’s Board of Directors alleging a breach of fiduciary duty by willfully ignoring problems in the manufacturing and quality control processes at Impax’s primary manufacturing facility, causing it common stock price to drop from $28 per share to $24 per share. Following the aggressive litigation of this matter, the Company corrected its FDA regulatory violations, and the common stock price rebounded to $52 per share within one year.

o Representation a Taft-Hartley benefits fund and the interests of the derivative class as

Additional Plaintiff’s Counsel, in a derivative action against Nu Skin Enterprises Inc.’s Board of Directors alleging a breach of fiduciary duty in connection with the company’s violations of Chinese regulation against multi-level “pyramid” marketing that resulted in regulatory investigations, fines and drastic reduction in Nu Skin’s China sales revenue.

o Representation of a Taft-Hartley pension fund in securities fraud class action against Nicor,

Inc. arising from material misrepresentations concerning Nicor’s accounting for natural gas reserves which resulted in a multi-year restatement. This matter was successfully litigated and resulted in a $39 million settlement.

o Representation of a Taft-Hartley pension fund in securities fraud class action against Westar Energy, Inc. arising from material misrepresentations about Westar’s acquisition of non-regulated businesses. This matter was successfully litigated and resulted in a $30 million settlement.

o Representation of a Taft-Hartley pension fund in securities fraud class action against SPX Corporation arising from material misrepresentations about SPX’s business segments, free cash flow, and $45 million of alleged insider sales in the weeks leading up to SPX’s negative disclosure. This matter was successfully litigated and resulted in a $10 million settlement.

o Representation of a Taft-Hartley pension fund in a securities fraud class action against Leap Wireless Inc. arising from material misrepresentations about Leap Wireless’s financial condition and internal controls that resulted in a massive twelve quarter financial restatement. This matter was successfully litigated and resulted in a $13.75 million settlement and the implementation of various operational and corporate governance measures.


5

o Representation of numerous Taft-Hartley pension funds in securities class actions arising from material misstatements in Registration Statements and Prospectuses issued in connection with their purchase of Residential Mortgage-Backed Securities (RMBS) collateralized with “toxic loans,” including sub-prime, Alt-A and other fraudulently originated mortgages.

o Representation of shareholders of Bank of America Corporation in a derivative action against the company’s Board of Directors alleging breaches of fiduciary duties in connection with the merger of Merrill Lynch & Co., Inc.

o Representation of shareholders of Huron Consulting Group in a derivative action against the company’s Board of Directors alleging a breach of fiduciary duty in connection with the accounting firm’s restatement of $63 million of revenue over a period of 12 fiscal quarters.

o Representation of bank customers whose certificates of deposit were automatically renewed

upon maturity at rates much lower than the bank was currently offering to new customers despite being assured that their CD would be invested at the current rate.

Antitrust, Consumer, Environmental and Product Liability Class Actions o Representation of a Taft-Hartley welfare fund as named plaintiff and serving as Interim Co-

Lead Counsel in an antitrust class action lawsuit against Celgene Corporation arising from the defendant’s anticompetitive scheme to delay the entry of generic version of Thalomid and Revlimid, two leading cancer treatments, into the market.

o Representation of a putative class of New York personal injury, podiatric and medical malpractice plaintiffs against Oxford Health Plans and its subrogation recovery agent, The Rawlings Company, seeking a monetary damages and a declaration under NY G.O.L § 5-335 (“Anti-subrogation law”) that Oxford/Rawlings does not have the right to seek subrogation of medical benefits against their settlements.

o Representation of a Taft-Hartley welfare fund in an antitrust class action lawsuit against Pfizer, Inc. arising from defendant’s anticompetitive scheme to delay the entry of generic versions of Lipitor into the market.

o Representation of two Taft-Hartley welfare funds as named plaintiffs and serving the proposed

class as a member of the Executive Committee in an antitrust class action lawsuit against Reckitt Benckiser, Inc. arising from defendants’ anticompetitive scheme to delay the entry of generic versions of Suboxone into the market.

o Representation of a Taft-Hartley welfare fund as a named plaintiff and serving the proposed

class as a member of the Executive Committee in an antitrust class action lawsuit against the brand and generic manufacturers of Loestrin24 arising from defendants’ anticompetitive scheme to delay the entry of generic versions of Loestrin24 into the market.

o Representation of two Taft-Hartley welfare funds, as named plaintiffs and certified class

representatives, in an antitrust class action lawsuit against Astrazenceca LP. arising from


6

defendant’s anticompetitive scheme to delay the entry of generic versions of Nexium into the market. This matter was extensively litigated through a jury verdict; the End-Payor Plaintiffs obtained a $25 million settlement from generic manufacturer Dr. Reddy’s Laboratories.

o Representation of citizens of Paulsboro, New Jersey and the surrounding towns in a

environmental mass tort case against Consolidated Rail Corporation (“Conrail”) and other defendants where defendants’ negligence caused a train derailment caused a tanker to breach while crossing the Mantua Creek Bridge and spew who were exposed to 24,000 gallons (or 180,000 pounds) of Vinyl Chloride – a known human carcinogen.

o Representation of purchasers of Volkswagen and Audi vehicles equipped with defective plenum drains, pollen filter seals and sunroof drains permitting water ingress which compromised the vehicles’ brake booster, transmission control module, other electrical components and the vehicles interior. This action was successfully litigated.

o Representation of a class of silver bullion purchasers and holders that were being overcharged for the storage of unallocated silver bullion. This matter was successfully litigated and resulted in a 100% recovery of storage charges.

Employment: Discrimination and Wage & Hour Litigation

o Successfully represented a conditionally certified collective class of licensed social workers employed at a major New York City-based hospital who were forced to work off-the-clock in violation of the FSLA and NYLL. A $1,500,000 settlement was reached after lengthy negotiations, and several years of intense fact discovery, motion practice, and extensive trial preparation.

o Successfully represented thirteen entertainers in an action filed in federal court to recover unpaid wages and overtime alleging violations of the Fair Labor Standards Act (“FLSA”) and New York Labor Law (“NYLL”). This matter was settled for $1 million.

o Successfully represented a group of 46 employees employed at an international television news network arising from the company and its owners’ willful refusal to pay wages for multiple pay cycles and willfully failing to pay wages in a timely manner. This matter was settled for $300,000.

o Successfully represented a conditionally certified collective class of maintenance and service

workers employed at all New York locations of a national cooperative residential housing company that improperly labeled workers time as “non-productive hours” and wrongfully denied overtime compensation in violation of the FSLA and NYLL. This matter was resolved for approximately $300,000.

o Successfully represented an American single mother in a national-origin and pregnancy

discrimination action alleging violations of Title VII, New York City Human Rights Law (“NYCHRL”) and the Pregnancy Discrimination Act against a Japanese financial services company operating in New York. This matter was successfully resolved for $196,000.


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o Successfully represented a sixty-three year old engineer in an age discrimination lawsuit

alleging violations of Title VII, New York State Human Rights Law (“NYSHRL”) and NYCHRL against a dominant private New York City-based health services company. This matter was settled for $175,000.

o Successfully represented numerous female employees who were victims of unwelcomed

sexual harassment in the workplace in violation of Title VII, NYSHRL and NYCHRL. The firm has recovered multiple six-figure settlements for these clients.

o Representing seven African-American field technicians employed by Verizon New Jersey

arising from Verizon violations of the New Jersey Law Against Discrimination.

THE FIRM’S ATTORNEYS Gregory S. Hach, Partner Greg Hach is well-known for representing members of organized labor in mass tort actions including prescription drug liability, personal injury actions, and asbestos litigation. He is responsible for developing LOHRSOFT, or Labor Organization Healthcare Reimbursement Software. LOHRSOFT revolutionizes the way Taft-Hartley health plan and other third-party payors service their members and recover funds from responsible third-parties. This program is actively used in the marketplace today. Through his efforts, Mr. Hach has obtained millions of dollars for union families nationwide. Mr. Hach was recently welcomed into the Who’s Who 2010 Strathmore Roundtable. He is a proud member of the International Union of Operating Engineers, the New York Bar Association, the New York State Trial Lawyers Association, and the Washington, D.C. Bar Association. Outside the office, Mr. Hach is an enthusiastic private pilot and aircraft owner. He is a member of the Aircraft Owners and Pilots Association and regularly flies to visit his clients in outlying areas. Mr. Hach is admitted to practice in New York, Washington, DC, and the United States District Court for the Eastern and Southern District. He received B.S. from John Jay College of Criminal Justice in 1996 and his J.D. from Ohio Northern University, Claude W. Pettit College of Law in 1999. Michael A. Rose, Partner Michael Rose focuses his practice on civil litigation. Mr. Rose has had extensive experience prosecuting a broad range of cases on behalf of Taft-Hartley participants, dependents and other individuals, including personal injury, wrongful death, product liability and mass tort. He has tried numerous cases to verdict, handled appeals, and settled many claims resulting in tens of millions of dollars in recovery for clients. Many of these cases have resulted in seven figure


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jury verdicts and settlements. Mr. Rose has recently tried two cases each of which resulted in eight-figure jury verdict. And during a six-month timespan, Mr. Rose tried three cases each of which resulted in seven figure jury verdicts. He is a frequent lecturer to members of the Bar Association, covering topics such as construction site accidents, vocational rehabilitation, and expert witness examinations. Mr. Rose is a lifetime member of the Million Dollar and Multi-Million Dollar Advocates Forum. Additionally, he is a member of the New York State Bar Association, The Association of the Bar of the City of New York, where he was a member of the Tort Litigation Committee, the New York State Trial Lawyers Association, and the Association of the Trial Law Lawyers of America. Mr. Rose is AV rated by Martindale Hubble. Mr. Rose is admitted to practice in New York, Massachusetts, and the United States District Court for the Eastern, Northern and Southern Districts. He received B.S. from Ithaca College in 1993 and his J.D. from New England School of Law in 1996. Frank R. Schirripa, Partner Frank Schirripa focuses his practice on representing institutional investors – predominantly Taft-Hartley pension and benefit funds – that have been damaged as the result of securities fraud or corporate malfeasance. Throughout his career, Mr. Schirripa has specialized in handling highly complex multi-party litigation in federal and state courts throughout the United States and has served in a lead, co-lead or representative capacity across a full spectrum of industries (cellular and landline telecommunications, financial services, healthcare, insurance, manufacturing, pharmaceuticals, retail, stock broker and exchange, technology, and utilities) and practices (antitrust, consumer and investor fraud and protection, employment, and shareholder derivative actions) that encompass HRSC’s complex litigation practice. Mr. Schirripa has represented the rights of consumers, shareholders and investors in high profile and precedent-setting class action litigation involving such companies as BNY Mellon, Bombardier, Inc., Consolidated Rail Company, Darden Restaurants, Inc., Dynex Capital, Inc., Facebook, Inc., Leap Wireless, Inc., Nicor Corp., The Rawlings Company, SPX Corp., Tidel Technologies, Inc., Volkswagen AG, Westar Energy, Inc., and Williams Companies, Inc. Prior to founding the Firm, Mr. Schirripa practiced securities and consumer class action law at two prominent New York class action law firms. Mr. Schirripa’s skills and expertise as a class action litigator have been recognized by colleagues, courts and private institutions. Mr. Schirripa’s skill, perseverance and diligent advocacy was acknowledged by the Courts. Most recently, in In re BNY Mellon FOREX Transaction Litigation, MDL No. 2335 (S.D.N.Y. Sept. 24, 2015), Judge Kaplan noted: This really was an extraordinary case in which plaintiffs’ counsel performed, at no

small risk, an extraordinary service, …. They did a wonderful job in this case, and I've seen a lot of wonderful lawyers over the years. This was a great performance.

* * *


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This was an outrageous wrong committed by the Bank of New York Mellon, and plaintiffs’ counsel deserve a world of credit for taking it on, for running the risk, for financing it and doing a great job. In In re SPX Corp. Securities Litigation, 3:04-CV-99 (W.D.N.C.), the Court commended class counsel for its “skill perseverance[,] … diligent advocacy” and “aggressive representation” of the class in achieving “from a financial standpoint. A very fair settlement” aggregating $10 million, or approximately 22 percent of the maximum recoverable damages, noting that class counsel is among the “leading attorneys in the country in the area of class actions” and is “extremely competent” and “very experienced.” Mr. Schirripa has been recognized by his peers as a New York Super Lawyer in Securities and Class Action Litigation. Mr. Schirripa regularly lectures to Taft-Hartley and multi-employer pension and welfare funds on securities and antitrust related legal issues. Mr. Schirripa is a member of the American Bar Association, Litigation Section; the Federal Bar Council; New York State Trial Lawyers and the New York Court Lawyers’ Association Mr. Schirripa is admitted to the Bars of the states of New York and New Jersey, the United States District Courts for the District of Colorado, New Jersey, and the Eastern, Northern and Southern Districts of New York, and the United States Court of Appeals for the Second Circuit. Mr. Schirripa received his B.S. in Business Administration with a concentration in Finance from the State University of New York at Albany in 1999 and his J.D., cum laude, from New York Law School in 2002, where he served as the Chairman of the Moot Court Association. Mr. Schirripa was inducted into the Order of the Barristers. David R. Cheverie, Partner David Cheverie focuses on institutional investor and client outreach, as well as new case development. Mr. Cheverie advises Taft-Hartley pension and benefit fund clients regarding their rights and fiduciary responsibilities with respect to their investments and taking an active role in shareholder litigation. Mr. Cheverie assists clients in evaluating systems to identify and monitor shareholder litigation and the impact on their investments. Mr. Cheverie also counsels them in evaluating the strength of such cases and to whether or not they should seek lead plaintiff status or otherwise actively participate in the litigation. In addition to securities fraud and corporate governance matters, Mr. Cheverie advises and assists Taft-Hartley health funds in participating in pharmaceutical, product defect, and consumer class actions to recover fund losses. Mr. Cheverie received his B.A. from the University of Connecticut, and his J.D., cum laude, from Roger Williams Law School where he received several awards for excellence. He is also a proud member of Laborers’ Local 230. Mr. Cheverie is a member of the New York Bar Association, the New York County Lawyers’ Association, and is admitted to Bars of the states of New York and Connecticut, the Commonwealth of Massachusetts, and the United States District Court for the Southern and Eastern Districts of New York, District of Connecticut and the District of Massachusetts.


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Daniel B. Rehns, Partner

Mr. Rehns primarily represents institutional investors – predominantly Taft-Hartley pension and benefit funds – that have been damaged as the result of securities fraud or corporate malfeasance. Additionally, Mr. Rehns also represents investors and consumers who had been damaged by unfair business practices.

Throughout his career, Mr. Rehns has specialized in handling highly complex multi-party litigation in federal and state courts throughout the United States. His concentration is on large complex cases and shareholder actions, in which he focuses on all aspects of litigation ranging from case development through settlement and trial. Notably, Mr. Rehns specializes in new case investigation, complex issue briefing and overseeing all aspects of large-scale discovery, including electronic discovery protocols and review, depositions and expert discovery. Prior to joining HRSC, Mr. Rehns was an Associate in Cohen Milstein’s Securities Litigation & Investor Protection Practice Group. Mr. Rehns played an important role in litigating many of the most significant mortgage-backed securities (MBS) class-action lawsuits to emerge from the 2008 financial crisis, and was part of the team named an Elite Trial Lawyer Firm by the National Law Journal (in the MBS litigation category) in 2014 and 2015. Mr. Rehns has be recognized by his peers and has been named in New York Super Lawyers.

Mr. Rehns’ MBS successes include:

• Maine State Retirement System v. Countrywide Financial Corporation (C.D. Cal): $500 million settlement with Bank of America, as successor to Countrywide Financial Corp.

• In re Bear Stearns Mortgage Pass-Through Certificates Litigation (SDNY): $505 million settlement with JPMorgan Chase as successor to Bear Stearns & Co., Inc.

• New Jersey Carpenters Health Fund v. Residential Capital LLC (“RALI”) (SDNY): $335 million settlement with Ally Securities as successor to Residential Capital LLC, as well as Underwriters Citigroup Global Capital Markets, Inc., Goldman Sachs & Co. and UBS Securities LLC.

• New Jersey Carpenters Vacation Fund v. Royal Bank of Scotland plc (“Harborview”) (SDNY): $275 million settlement with RBS Securities LLC and related entities.

• In re Washington Mutual MBS Litigation (W.D. Wash): $26 million settlement in this complex class action lawsuit alleging violations of the Securities Act by Washington Mutual entities in connection with their issuance of residential MBS.

• In re Dynex Capital, Inc. Securities Litigation (SDNY): $7.5 million settlement where Defendants were alleged to have committed securities fraud in connection with the sale of asset-backed securities to the public.

In addition to the above, Mr. Rehns has served a central role on successful litigation teams in various securities and shareholder matters including: In re Lehman Brothers MBS Litigation, New Jersey Carpenters Health Fund v. DLJ Capital, Inc., In re American Greetings Shareholder Litigation, HCL Partners Limited Partnership v. Leap Wireless International, Inc., In re Ebix Securities Litigation, Ladman Partners v. Globalstar, Inc., In re SPX Corp. Securities Litigation and In re BP plc Securities Litigation; Porat v. Bank Leumi Le-Israel (Double Derivative);


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Sokolowski v. Erbey (Shareholder Derivative Action); Louisiana Mun. Police Employees v. Stephen Wynn;

Mr. Rehns is admitted to the Bars of the state of New York, the United States District Courts for the District of New Jersey, and the Eastern and Southern Districts of New York, and the United States Court of Appeals for the First, Second, Third and Ninth Circuits. Mr. Rehns is a member of the New York Bar Association, the New York County Lawyers’ Association, the American Bar Association and the Federal Bar Council. Mr. Rehns began his career at Schoengold Sporn Laitman & Lometti, P.C., where he practiced in the areas of securities fraud and consumer class action litigation. Mr. Rehns attended Bucknell University, graduating with a double major in Economics and Finance, and minors in Legal Studies and Philosophy. He earned his J.D. at New York Law School, where he was a Dean’s List recipient. Mr. Rehns was and continues to be an active member in the Sigma Alpha Epsilon Fraternity Organization and Big Brothers Big Sisters of America. Mr. Rehns also competed in Moot Court and co-authored the first edition of West’s Nutshell on Corporate Financial Law.

Jay P. Saltzman, Counsel

Mr. Saltzman materially contributed to the litigation of dozens of highly complex securities class and derivative actions and consumer class actions throughout the country and helped recover billions of dollars for injured shareholders and consumers, including In re WorldCom, Inc. Securities Litigation (S.D.N.Y.), which settled in 2005 for over $6.13 billion, among the largest securities fraud settlements of all time; Silberblatt v. Morgan Stanley Dean Witter & Co. (S.D.N.Y.) (recovering 100% of consumers’ claimed overcharges for storage of silver bullion); Danis v. USN Communications, Inc. (N.D. Ill.) ($44.7 million recovery); In re PNC Financial Services Group, Inc. Securities Litigation (W.D. Pa.) ($46.675 million recovery).

Federal courts throughout the country have noted the ability to pursue successfully complex litigation where Mr. Saltzman took a prominent role, including:

Maley v. Del Global Technologies Corp., 00-CV-8495 (S.D.N.Y.), where Judge McMahon commended the firm for “going the extra mile” in obtaining a settlement representing approximately 41 percent of the maximum recoverable damages incurred by the class, observing: “Through [Class Counsel]’s efforts, after intensive investigation, concentrated litigation and extensive arm’s-length bargaining, and without the benefit of any governmental agency’s investigation, Class Counsel have secured a settlement fund which confers an excellent benefit to the Class ... I can't ever remember having participated as a lawyer or a judge in a settlement of a securities fraud class action that yielded in excess of a forty percent rate of recovery.”

In Behr v. APAC Teleservices, Inc., 97-CV-9145 (S.D.N.Y.), Judge Jones recognized the “long efforts” of counsel in litigating the case and their “thorough investigation” of plaintiffs' claims, concluding that the “substantial settlement” obtained “saved [the class] a lot of years of complex litigation.”


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Mr. Saltzman is admitted to practice in the courts of the States of New York and New Jersey, in the Southern and Eastern Districts of New York, the District of New Jersey and the U.S. Courts of Appeals for the Second and Third Circuits.

Mr. Saltzman graduated from Columbia University in 1983 with a Bachelor of Arts degree where he was on the Dean's List throughout his attendance. From 1985-1990, Mr. Saltzman worked as an officer in the Corporate Trust department of the Bankers Trust Company, responsible for all aspects of Corporate Trust, from integrating new issues to ensuring the accuracy of dividends and stock splits. Mr. Saltzman earned a Masters of Business Administration degree with a major in Corporate Finance from New York University's Stern School of Business in 1991. He received his J.D. degree from the Benjamin N. Cardozo School of Law in June, 1994. Mr. Saltzman was a member of the Cardozo Law Review for which he wrote his Note on International and Labor Law. While at Cardozo, he was an intern with the New York State Attorney General's Office and with the Lawyers' Committee for Human Rights.

John Blyth, Associate John Blyth is an associate at Hach Rose Schirripa & Cheverie and practices in the field of complex civil litigation. Mr. Blyth’s focus is securities fraud, antitrust and consumer class actions, and employment law. His additional responsibilities at the firm include investigating new cases, drafting pleadings and motions, all aspects of discovery, as well as participating in court conferences, mediations and arbitration hearings.

Mr. Blyth is admitted to the Bars of the states of New York and New Jersey, and to the United States District Court for the District of New Jersey and the Eastern, Northern and Southern Districts of New York. Mr. Blyth received a bachelor’s degree in Communications from the State University of New York at Albany and worked as a personal banker for JPMorgan Chase & Co. prior to earning his J.D. from the Benjamin N. Cardozo School of Law. Mr. Blyth is a member of the New York City Bar Association and the New York State Trial Lawyers Association. Prior to joining the firm, Mr. Blyth clerked for the Honorable Philip Straniere, supervising judge of the New York Civil Court, Richmond County.

Kathryn A. Hettler, Associate

Kathryn Hettler is an associate at Hach Rose Schirripa & Cheverie. Ms. Hettler primarily focuses on discovery related aspects of the Firm’s securities fraud, antitrust and consumer class actions. Her responsibilities at the Firm include investigating new cases; drafting pleadings and motions; document review; deposition preparation; drafting discovery related memoranda and legal research.

Ms. Hettler is admitted to practice law in the states of New York and New Jersey the United States District Court for the Southern and Eastern Districts of New York and the District of New Jersey. She received a B.S. in Business Management from Bucknell University in 2004 and an M.B.A. from Florida Atlantic University in 2007. In 2012, Ms. Hettler received her J.D. from

Widener University, where she served as an executive member of the Moot Court Association.


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During law school, she also had the opportunity to intern with the King’s County District

Attorney’s Office.

Hillary M. Nappi, Associate

Hillary M. Nappi is an associate at Hach Rose Schirripa & Cheverie LLP and practices in the area of complex civil litigation.

Ms. Nappi earned her Bachelors of Science Degree in Criminal Justice from Pace University's Pleasantville Campus in 2005. In the spring of 2013, Ms. Nappi received her Juris Doctor from Pace University School of Law (now the Elisabeth Haub School of Law). Ms. Nappi was a participant in NAAC Moot Court Competition and a member of Pace Law School's Moot Court Board. During law school, Ms. Nappi was also heavily involved in the ABA through its Law Students Division where she was the Second Circuit Lt. Governor for Non-Traditional Law Student Relations from 2011 through 2013.

Ms. Nappi is admitted to the Bars of the states of New York and New Jersey, and to the United States District Court for the Southern and Eastern Districts of New York. Prior to joining the Firm, Ms. Nappi spent nine years working at the law offices of Boies, Schiller & Flexner LLP. While in law school, Ms. Nappi worked as a legal assistant/paralegal to the firm's Chairman, David Boies. After her admission to the bar, Ms. Nappi was promoted to Staff Attorney. As a Staff Attorney, Ms. Nappi worked on large complex litigation matters as well as conducted regulatory investigations. In 2015, Ms. Nappi joined the firm of Tilem & Associates P.C. where she honed her trial skills in the areas of criminal defense, commercial litigation, family law, and estate litigation. In 2018, Ms. Nappi was named “Top 40 Under 40 Criminal Defense Attorneys” by National Trial Lawyers and a 2018 Super Lawyers Metro Rising Star.

Seth M. Pavsner, Associate

Seth M. Pavsner is an associate at Hach Rose Schirripa & Cheverie. Mr. Pavsner primarily focuses on discovery related aspects of the Firm’s antitrust and consumer class actions. His responsibilities at the Firm include investigating new cases; drafting pleadings and motions; document review; deposition preparation; drafting discovery related memoranda and legal research.

Mr. Pavsner is admitted to the Bars of the states of Massachusetts and New York and to the United States District Court for the Southern and Eastern Districts of New York. Mr. Pavsner Graduated in 2005 from the University of Pennsylvania, B.A. in Psychology, magna cum laude, with departmental honors. Graduated in 2009 from the Boston University School of Law, J.D. While in law school, Mr. Pavsner participated in Stone Moot Court Competition and Phi Alpha Delta legal fraternity. Mr. Pavsner is a member of the New York State Bar Association.


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Tim Staines, Of Counsel (no longer with the Firm)

Tim Staines represents clients in complex, multiparty litigation in state and federal courts. Before joining the firm, he was a partner in the Manhattan office of a prominent litigation firm. He gained trial experience early in his career as an Assistant Corporation Counsel in the Special Litigation Unit of the New York City Law Department. He has handled diverse matters including class actions, products liability claims concentrating on consumer appliances and electrical equipment, construction defects, property damage, construction accidents and New York Labor Law §§ 240 and 241, toxic exposure concentrating on lead paint and industrial accidents, wrongful death, municipal liability, Jones Act maritime claims, and employment law.

Mr. Staines is admitted to the Bar of the State of New York and to the Southern and Eastern Districts of New York. He is a member of the Federal Bar Association. Mr. Staines received a bachelor’s degree in Finance from Georgetown University and a J.D. from Fordham University. He has been selected as a New York Super Lawyer since 2014.


EXHIBIT B



Case No. 16 Civ. 00212 (JPO)

HACH ROSE SCHIRRIPA & CHEVERIE LLP

TIME REPORT

Inception through April 22, 2019 NAME

HOURS

HOURLY RATE

LODESTAR

Partners Gregory S. Hach 10.50 $815.00 $8,557.50 Frank R. Schirripa 394.25 $775.00 $305,543.75 David R. Cheverie 28.00 $625.00 $17,500.00 Daniel B. Rehns 210.50 $725.00 $152,612.50 Of Counsel Timothy Staines 11.00 $625.00 $6,875.00 Associate Kathryn Hettler 854.75 $450.00 $384,637.50 Paralegal Sonia Akter 14.00 $225.00 $3,150.00 TOTALS 1,523.00 $878,876.25


EXHIBIT C

In re Bank of New York Mellon ADR FX Litigation

No. 16-CV-00212 (JPO) EXPENSE REPORT

FIRM NAME: HACH ROSE SCHIRRIPA & CHEVERIE LLP REPORTING PERIOD: INCEPTION TO APRIL 22, 2019 DESCRIPTION CUMULATIVE TOTAL Internal Reproduction/Printing $1,256.25 Court Fees (Filing costs etc.) $400.00 Court Reporters/Transcripts $4,540.60 Computer Research $317.12 ESI Retrieval $300.00 Postage/Express Delivery/Messenger $112.78 Meals, Hotels and Transportation $1,002.21 TOTAL EXPENSES $7,928.96


Case 1:16-cv-00212-JPO-JLC Document 155 Filed 04/29/19 ...

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Transcript of Case 1:16-cv-00212-JPO-JLC Document 155 Filed 04/29/19 ...