In re Snap Inc. Securities Litigation

Exhibit Exhibit C

Central District of California, cacd-2:2017-cv-03679

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3 Page ID #:1942 EXHIBIT C EXHIBIT B 000009 Case Case 2:15-cv-00393-SVW-PJW 2:17-cv-03679-SVW-AGRDocument Document 217114-5 FiledFiled 01/25/16 08/30/18 PagePage 1 of 12 2 of Page 13 Page ID #:4852 ID #:1943 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA CIVIL MINUTES - GENERAL Case No. 2:15-cv-00393-SVW-PJW Date January 25, 2016 Title Federal Insurance Company v. Caldera Medical, Inc. et al Present: The Honorable STEPHEN V. WILSON, U.S. DISTRICT JUDGE Paul M. Cruz N/A Deputy Clerk Court Reporter / Recorder Attorneys Present for Plaintiffs: Attorneys Present for Defendants: N/A N/A Proceedings: IN CHAMBERS ORDER GRANTING MOTION FOR PRELIMINARY SETTLEMENT APPROVAL, PRELIMINARY CLASS CERTIFICATION, AND CLASS NOTICE [209]. Presently before the Court is the parties' joint motion for preliminary settlement approval, preliminary class certification, and class notice. (Dkt. 209). Having considered the moving papers and for the reasons stated below, the Court hereby GRANTS the motion. I. Background As the facts of this case are well known to the parties, the Court only briefly touches upon them here. The underlying allegations stem from injuries caused by Caldera Medical, Inc.'s ("Caldera") transvaginal mesh ("TVM") devices. There are currently no fewer than 2,710 individuals asserting claims against Caldera for injuries caused by its TVM products. (Rose Decl. ¶ 3). The majority of the lawsuits are currently being litigated within a joint coordinated proceeding pending in the California Superior Court for the County of Los Angeles and entitled In Re Transvaginal Mesh Litigation, Case No. JCCP 4733. (Id. ¶ 6). Federal Insurance Company ("Federal") issued to Caldera various insurance policies between 2008 and 2011. (Johnson Decl. ¶ 3). The policies have "burning-limits" provisions, meaning all sums paid by Federal to defend Caldera or other insureds liable for injuries caused by Caldera's TVM products erode the limits available to pay judgments or settlements on the TVM claims. (Id.). In light of: Initials of Preparer EXHIBIT B PMC 000010 CV-90 (10/08) Page 1 of 12 Case Case 2:15-cv-00393-SVW-PJW 2:17-cv-03679-SVW-AGRDocument Document 217114-5 FiledFiled 01/25/16 08/30/18 PagePage 2 of 12 3 of Page 13 Page ID #:4853 ID #:1944 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA CIVIL MINUTES - GENERAL Case No. 2:15-cv-00393-SVW-PJW Date January 25, 2016 Title Federal Insurance Company v. Caldera Medical, Inc. et al the multiple and competing demands for the proceeds of the insurance policies, on January 20, 2015, Federal initiated the present interpleader action. (Id. ¶ 4). Although the policies collectively have a total of $35,000,000 in limits of liability, all parties agree that the maximum that might potentially be available is $25,000,000. (Id.). Federal contends that there is a maximum of only $20,000,000 in limits potentially responsive to TVM claims, of which Federal has already paid approximately $7,275,000 in defense costs and settlements. On May 6, 2015, Federal filed a motion for summary judgment asserting various coverage defenses, which, if successful, could reduce available coverage even further. (Id. ¶ 5). On August 7, 2015, the Court granted the parties' request to stay and enjoin proceedings pending settlement discussions. (Dkt. 182). II. The Proposed Settlement A. The Class The parties agree—for the purposes of settlement—to the following class: "(A) . . . any and all persons who have asserted, are asserting, or shall have asserted (or who have entered or shall have entered into any tolling agreement preserving), up until and including the TVM Claim Cutoff Date (as defined in Paragraph 4.9, below), any claim(s) against Caldera, and/or any other Insured(s) and/or Contractual Indemnitee(s), arising out of any actual or alleged Caldera Pelvic Product-Related Injuries that occurred as a result (directly or indirectly, in whole or in part) of any Caldera Pelvic Product(s), each of which claim(s) and Caldera Pelvic Product-Related Injuries shall be deemed, for purposes of this Settlement, covered under one of the respective Policies; and (B) includes, without limitation, the 2,710 TVM Claimants in the TVM Litigation and the Tolled TVM Claims. (Settlement ¶ 1.5).: Initials of Preparer EXHIBIT B PMC 000011 CV-90 (10/08) Page 2 of 12 Case Case 2:15-cv-00393-SVW-PJW 2:17-cv-03679-SVW-AGRDocument Document 217114-5 FiledFiled 01/25/16 08/30/18 PagePage 3 of 12 4 of Page 13 Page ID #:4854 ID #:1945 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA CIVIL MINUTES - GENERAL Case No. 2:15-cv-00393-SVW-PJW Date January 25, 2016 Title Federal Insurance Company v. Caldera Medical, Inc. et al B. The Settlement 1. The Settlement Sum Federal, which contends that a maximum of $20,000,000 in limits is potentially responsive to the TVM claims (prior to any additional coverage defenses), will pay approximately that amount, in the form of defense costs and indemnity payments under the insurance policies (which have already exceeded $7,275,000), and in a $12,250,000 settlement sum. Of the $12,250,000 settlement sum, $1 million has been set aside as a "Holdback," out of which $500,000 is reserved to cover fees and costs related to class notice and settlement administration; and $500,000 is reserved for Caldera to use in paying defense costs, settlements, and/or judgments on future claims. In addition to the settlement sum, Federal has agreed to reserve a further $450,000 to cover previously incurred defense costs. Any portion of the Holdback or the $450,000 reserve not needed for the purpose for which it was designated will revert to the settlement class. 2. The Claim Process Any member of the settlement class who wishes to obtain a payment from the settlement sum must file a proof of claim within 98 days of this order ("TVM Claim Cutoff Date"). This requirement applies to anyone who has already asserted a tolled or filed TVM claim, as well as anyone else with a known claim who wishes to join the settlement class. 3. Class Notice The parties shall provide notice of the settlement, the claims process, and the right to object to the settlement by (1) mailing class notice to the attorney of record for each of the known members of the proposed settlement class, (2) publishing a shorter form of notice in the USA Today newspaper (one quarter of a page for one Monday through Thursday run) and the Wall Street Journal, National Edition (one sixth of a page, to run at least once), and (3) posting the class notice on the website of the settlement administrator for a period of ninety (90) days.: Initials of Preparer EXHIBIT B PMC 000012 CV-90 (10/08) CIVIL MINUTES - GENERAL Page 3 of 12 Case Case 2:15-cv-00393-SVW-PJW 2:17-cv-03679-SVW-AGRDocument Document 217114-5 FiledFiled 01/25/16 08/30/18 PagePage 4 of 12 5 of Page 13 Page ID #:4855 ID #:1946 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA CIVIL MINUTES - GENERAL Case No. 2:15-cv-00393-SVW-PJW Date January 25, 2016 Title Federal Insurance Company v. Caldera Medical, Inc. et al 4. Releases All parties shall mutually release each other. In addition, the settlement class will release claims against a defined set of "Insureds and/or Contractual Indemnitees" to the extent that the claims concern Caldera TVM products. 5. The Bar Order The final settlement will bar (1) any person who has actual or alleged injuries relating to Caldera TVM products as of the TVM Claim Cutoff Date from subsequently asserting any claims relating to such injuries, and (2) any joint tortfeasor(s) or co-obligor(s) from any further claims against Federal, Caldera, or any Insureds and/or Contractual Indemnitees for contribution or indemnity. Furthermore, the final settlement will deem the insurance policies fully exhausted and completely terminated. 6. Class Counsel The parties agree that David Bricker, Esq., of Waters Kraus Paul, will represent the settlement class and serve as class counsel. 7. Class Counsel and Common Benefit Fees and/or Costs At the time of the final approval hearing, class counsel will present a fee application and ask the Court to allow a portion of the settlement sum to be used to pay fees and costs to class counsel, and to pay costs incurred by any other counsel for the common benefit of the settlement class. III. Legal Standard Before granting preliminary approval of a class settlement, a court must undertake a two-step analysis. "First, the district court must assess whether a class exists." Staton v. Boeing Co., 327 F.3d 938, 952 (9th Cir. 2003); see also In re General Motors Corp. Pick-Up Truck Fuel Tank Prods. Liability Litig., 55 F.3d 768, 799 (3d Cir. 1995) ("In sum, a class is a class, and a settlement class, if it is to qualify under Rule 23, must meet all of its requirements."). "Second, the district court must carefully consider 'whether a proposed settlement is fundamentally fair, adequate, and reasonable,' recognizing that 'it is the settlement taken as a whole, rather than the individual component parts, that must be: Initials of Preparer EXHIBIT B PMC 000013 CV-90 (10/08) CIVIL MINUTES - GENERAL Page 4 of 12 Case Case 2:15-cv-00393-SVW-PJW 2:17-cv-03679-SVW-AGRDocument Document 217114-5 FiledFiled 01/25/16 08/30/18 PagePage 5 of 12 6 of Page 13 Page ID #:4856 ID #:1947 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA CIVIL MINUTES - GENERAL Case No. 2:15-cv-00393-SVW-PJW Date January 25, 2016 Title Federal Insurance Company v. Caldera Medical, Inc. et al examined for overall fairness. . . ." Staton, 327 F.3d at 952 (quoting Hanlon v. Chrysler Corp., 150 F.3d 1011, 1026 (9th Cir. 1998)). IV. Discussion A. Class Certification 1. Legal Standard Rule 23(a) establishes four prerequisites for class certification: numerosity, commonality, typicality, and adequacy. Fed. R. Civ. P. 23(a). In addition, one of Rule 23(b)'s subsections must be met; in this case, the parties submit that the class meets Rule 23(b)(1)(B)'s requirements, which permit certification of a class if "prosecuting separate actions by or against individual class members would create a risk of. . . adjudications with respect to individual class members that, as a practical matter, would be dispositive of the interests of the other members not parties to the individual adjudications or would substantially impair or impede their ability to protect their interests." Fed. R. Civ. P. 23(b)(1)(B). 2. Analysis a. Numerosity The first prerequisite to class certification is that "the class [must be] so numerous that joinder of all members is impracticable." Fed. R. Civ. P. 23(a)(1). There is no magic number associated with this requirement. In re Live Concert Antitrust Litig., 247 F.R.D. 98, 116 (C.D. Cal. 2007). Still, "a class of 40 or more members raises a presumption of impracticability of joinder based on numbers alone." William B. Rubenstein, Newberg on Class Actions § 3:12 & n.9 (5th ed.) (citing cases). Here, the putative class contains no fewer than 2,710 claimants. Therefore, numerosity is satisfied. b. Commonality The touchstone of commonality is the existence of a common contention susceptible to a single answer that will drive the case's resolution. Wal-Mart Stores, Inc. v. Dukes, 131 S. Ct. 2541, 2552: Initials of Preparer EXHIBIT B PMC 000014 CV-90 (10/08) CIVIL MINUTES - GENERAL Page 5 of 12 Case Case 2:15-cv-00393-SVW-PJW 2:17-cv-03679-SVW-AGRDocument Document 217114-5 FiledFiled 01/25/16 08/30/18 PagePage 6 of 12 7 of Page 13 Page ID #:4857 ID #:1948 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA CIVIL MINUTES - GENERAL Case No. 2:15-cv-00393-SVW-PJW Date January 25, 2016 Title Federal Insurance Company v. Caldera Medical, Inc. et al (2011). Because "any competently crafted class complaint literally raises common questions," id. at 2551, "[t]his analysis does not turn on the number of common questions, but on their relevance to the factual and legal issues at the core of the purported class' claims