Case 3:19-md-02913-WHO Document 4214 Filed 04/09/24 Page 1 of 9
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`[Submitting Counsel on Signature Page]
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`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`SAN FRANCISCO DIVISION
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`Case No. 3:19-md-02913-WHO
`FEE COMMITTEE’S ALTRIA
`SETTLEMENT FEE RECOMMENDATIONS
`AND FIRST SUPPLEMENTAL EXPENSE
`RECOMMENDATIONS
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`Judge: Hon. William H. Orrick
`Date:
`May 15, 2024
`Time:
`2:00 PM
`Ctrm.:
`2
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`FEE COMMITTEE RECOMMENDATIONS
`CASE NO. 3:19-MD-02913-WHO
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`IN RE JUUL LABS, INC.,
`MARKETING, SALES PRACTICES,
`AND PRODUCTS LIABILITY
`LITIGATION
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`This Document Relates to:
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`All Cases
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`2926913.2
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`Case 3:19-md-02913-WHO Document 4214 Filed 04/09/24 Page 2 of 9
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`NOTICE OF MOTION AND MOTION
`PLEASE TAKE NOTICE that on May 15, 2024, at 2:00 PM, in Courtroom 2 of this
`Court, located at 450 Golden Gate Avenue, 17th Floor, San Francisco, California, the Court-
`Appointed Fee Committee, will and hereby does move for an order accepting the Fee
`Committee’s Altria settlement fee recommendations and first supplemental cost
`recommendations.
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`FEE COMMITTEE RECOMMENDATIONS
`CASE NO. 3:19-MD-02913-WHO
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`Case 3:19-md-02913-WHO Document 4214 Filed 04/09/24 Page 3 of 9
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`I.
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`INTRODUCTION
`The Court-Appointed Fee Committee (ECF 4068), submits this set of recommendations
`concerning: (1) fees in connection with the settlements between the Altria Defendants and the
`personal injury, government entity, and class Plaintiffs; and (2) supplemental expense payments.
`The recommended fee allocation, by firm, are attached as Exhibit 1. The recommended expense
`reimbursements, by firm, are attached as Exhibit 2. The Fee Committee also respectfully seeks
`this Court’s guidance on reporting and authorization of cost fund expenses going forward.
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`II.
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`BACKGROUND
`A.
`The Fee Committee’s approach to Altria-related fees.
`In addition to the settlement with Defendant Juul Labs, Inc., three groups of Plaintiffs
`(personal injury, government entity, and class) have reached settlements with the Altria
`Defendants. When allocating fees in connections with the JLI settlements, the Fee Committee was
`aware of the estimated fees to come from the Altria settlements, as well as the efforts various
`firms put towards both class certification and the SFUSD trial against Altria. London Decl. ¶ 3.
`(The time and expenses spent on trial and on the class certification appeal were reported to the
`Court on November 15, 2023.)
`To set firms’ expectations, the Fee Committee determined it made sense to account for the
`potential Altria fees in allocating JLI fees. Id. ¶ 4. In particular, the Committee decided that, for
`most firms, their JLI allocation would reflect their contributions to the litigation as a whole. Id. ¶
`5. They would receive no additional Altria allocation. Id. A few firms, especially those that
`contributed most significantly to the SFUSD trial or to class certification, would receive Altria-
`specific allocations (and bear the risks that the Court would reduce the Altria class fee or the
`Altria settlements would not become final). Id. ¶ 6. The Fee Committee communicated this
`arrangement to all affected firms, and they were given the opportunity to respond or object. Id. ¶
`7. The Committee reiterated its determination in its Recommendations submitted to the Court:
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`The Fee Committee, in connection with the work associated with the JLI allocation, has
`agreed to and communicated to affected firms an allocation of anticipated fees flowing
`from the Altria settlements. That allocation provides for Altria-related fees to go to the
`subset of firms primarily responsible for the San Francisco Unified School District trial as
`well as firms primarily responsible for the class portion of the litigation.
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`FEE COMMITTEE RECOMMENDATIONS
`CASE NO. 3:19-MD-02913-WHO
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`Case 3:19-md-02913-WHO Document 4214 Filed 04/09/24 Page 4 of 9
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`ECF 4174 at 7.
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`On February 26, 2023, the Fee Committee sent to each firm that reported common benefit
`time to this Court or the JCCP the Committee’s Altria-related recommendations. London Decl. ¶
`8. The Committee invited any firm that wished to discuss their proposed allocation to schedule a
`meeting with the Committee. Id. ¶ 9. A few firms requested and received meetings. Id. The
`Committee took those meetings into account when crafting the allocation attached to these
`Recommendations. Id. ¶ 10.
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`B.
`Status of CMO 5(A) cost account.
`On December 18, 2023, the Court approved reimbursement of MDL and JCCP cost fund
`assessments and held cost, as well as transfer of $700,000 to the MDL common litigation fund
`and anticipated payments to BrownGreer PLC up to $4,300,000. ECF 4178; see ECF 4152-2,
`4153-1, 4153-2.
`At this time, Co-Lead Counsel have authorized payment of 93% of the awarded cost fund
`assessments and held costs, payment of $700,000 to the MDL cost fund, and Brown Greer’s
`initial invoices of $1,350,000. London Decl. ¶ 12. Co-Lead Counsel withheld the remaining 7%
`of firm payments to ensure the fund would have enough money to pay ongoing MDL bills. Id. ¶
`13. The JLI CMO 5(A) cost account currently includes approximately $1,883,000. Id. More funds
`are expected when the Altria settlements become effective, and when JLI makes its future
`settlement payments. Id. ¶ 14.
`After the Court approved the Fee Committee Recommendations, Co-Lead Counsel
`became aware of two record-keeping errors in the held cost data. First, certain held costs
`($28,996.21) were inadvertently attributed to one firm when they should have been attributed to
`two other firms. Id. ¶ 15. This error will be corrected in future cost payments. Id. Second, one
`firm had a $200,000 cost fund assessment that was mistakenly double-counted. Id. This error has
`already been accounted for by reducing one of that firm’s fee payment (with the difference
`transferred from the fee account to the cost account). Id.
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`FEE COMMITTEE RECOMMENDATIONS
`CASE NO. 3:19-MD-02913-WHO
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`Case 3:19-md-02913-WHO Document 4214 Filed 04/09/24 Page 5 of 9
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`III. THE FEE COMMITTEE RECOMMENDS THE COURT AUTHORIZE THE
`ATTORNEY FEE PAYMENTS IN EXHIBIT 1.
`As with the JLI settlement fees, the Fee Committee recommends pooling all fees deriving
`from the three Altria settlements (including any fees awarded under Rule 23(h) in the class
`settlement). As before, the Fee Committee recommends this approach because of the interrelated
`nature of the various plaintiff groups’ claims and the work performed. See ECF 4174 at 5-6.
`The recommended fee percentages are set out in Exhibit 1.
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`IV.
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`THE FEE COMMITTEE RECOMMENDS THE COURT AUTHORIZE
`REIMBURSEMENT OF INCURRED AND ANTICIPATED EXPENSES.
`Since the Court approved the Fee Committee’s Recommendations, several cost-related
`developments have occurred. First, MDL and JCCP firms continued to report their held costs to
`Judge Andler and MDL firms continued to report to the Court. London Decl. ¶ 16.1 Second, the
`MDL cost fund continues to incur expenses related to MDL management generally. Id. Third, the
`Tribal Subcommittee has established a Tribal Litigation Fund to manage common expenses
`related to the ongoing tribal litigation against Altria. Id. Fourth, BrownGreer PLC has submitted
`invoices and projected expenses that exceed the $4.3 million the Court has already authorized. Id.
`The Fee Committee recommends the Court authorize additional reimbursements in all
`four areas. The Fee Committee also recommends that the Court authorize Co-Lead Counsel to
`pay cost reimbursements from either the JLI or Altria CMO 5(A) costs accounts (i.e., costs
`previously authorized by the Court can be paid from the Altria account, and any current or future
`costs authorized can be paid from either the JLI or Altria accounts).
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`A.
`Held Costs
`The Committee recommends reimbursement of $2,076,034.37 in MDL held costs and
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`$121,903.33 in JCCP held costs. Id. ¶ 18.2 As with the held costs previously authorized by the
`Court, all of these expenses were submitted to and approved by Judge Andler. Id. One firm
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`1 Exhibit 1 to the Fee Committee Recommendations (ECF 4152-2) inadvertently omitted one
`firm’s contribution of $300,000 to the MDL common litigation fund. London Decl. ¶ 24. Exhibit
`2 to these Recommendations includes that omitted amount. Id.
`2 These numbers account for a large trial-related cost refund that will be included in the April 15,
`2024 report to the Court.
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`Case 3:19-md-02913-WHO Document 4214 Filed 04/09/24 Page 6 of 9
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`reported negative costs in the most recent reporting period (refunded travel expenses). Co-Lead
`Counsel will account for this change in future costs payments to that firm.
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`B. MDL Cost Fund
`Even in a settlement posture, this litigation continues to require significant ongoing
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`expenses, including document hosting costs and Special Master fees. Id. ¶ 19. To simplify
`ongoing cost payments, the MDL and the JCCP have agreed that future expenses will be paid for
`out of the MDL cost fund.3 Id. Currently, the MDL cost fund has a balance of $34,758.26 and
`outstanding bills of $722,051.33. Id. To cover those expenses and others expected in the near
`future, the Committee recommends payment of $900,000 to the MDL cost fund.
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`Although Co-Lead Counsel are exploring ways to reduce the size of ongoing expenses,
`the MDL cost fund will continue to incur significant costs throughout the multi-year JLI
`settlement process. There are two approaches to managing these expenses going forward. The Fee
`Committee can continue to file cost-related recommendations with the Court when the MDL cost
`fund’s bills exceed its balance. Alternatively, the Court could authorize MDL Co-Lead Counsel to
`transfer funds from the CMO 5(A) cost account to pay common benefit costs as they are incurred.
`The proposed order attached to this motion adopts the latter approach, authorizing the current
`$800,000 payment to the MDL cost fund and granting Co-Lead Counsel the discretion to make
`those payments going forward. The Fee Committee welcomes any feedback from the Court on
`how to structure the process.
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`C.
`Contributions to Tribal Litigation Fund
`The Altria settlements included personal injury, government entity, and class plaintiffs,
`but did not include the tribal cases. Those cases continue to be litigated. See ECF 4197 (latest
`proposed tribal bellwether schedule). The Court-appointed Tribal Subcommittee, consistent with
`CMO 5 and with the approval and under the supervision of Co-Lead Counsel, established a Tribal
`Litigation Fund to manage expenses for that ongoing litigation that meet the definition of “Shared
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`3 The JCCP cost fund has a current balance of approximately $5,900, will use these funds to pay
`ongoing expenses in connection with JCCP proceedings, and will transmit the balance to the
`MDL at the appropriate time. Id. ¶ 19.
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`Case 3:19-md-02913-WHO Document 4214 Filed 04/09/24 Page 7 of 9
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`Costs” set out in CMO 5. ECF 352 at 8-9; London Decl. ¶ 21. At this time, firms have contributed
`$750,000 into that fund. Id. ¶ 22. The fund currently has $59,828.50 in remaining funds (with
`$19,074.06 in invoices outstanding), which will be used to pay ongoing tribal-related Shared
`Expenses (with any unused funds to be transferred to the MDL cost fund to pay for common
`expenses). Id. The Committee recommends that the contributions to the Tribal Litigation Fund be
`reimbursed.
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`D.
`Anticipated Payments to BrownGreer PLC
`The Court earlier authorized payment up to $4.3 million to the BrownGreer PLC, the non-
`class settlement administrator. Co-Lead Counsel directed payments of $1,350,000 in initial
`invoices. BrownGreer has now submitted invoices for an additional $3,127,029.23. Id. ¶ 23.
`BrownGreer estimates its future fees and expenses in connection with administering the JLI and
`Altria settlements will be $572,000. Id. The Fee Committee recommends authorizing additional
`payment of BrownGreer’s invoices up to $800,000 (on top of the $4.3 million already
`authorized). Should BrownGreer’s bills exceed $5.1 million, the Fee Committee will return to the
`Court to ask for additional allocation.
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`V.
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`THE FEE COMMITTEE RECOMMENDS THAT THE COURT AUTHORIZE
`CO-LEAD COUNSEL TO PAY AUTHORIZED EXPENSES FROM EITHER JLI
`OR ALTRIA FUNDS.
`Finally, the Fee Committee recommends that the Court authorize payment of any expense
`awards (both those previously awarded, those requested here, and those requested in any future
`supplemental recommendations) from Altria-related funds as well as JLI-related funds. Altria-
`related funds would include CMO 5(A) hold backs and costs awarded as part of the class
`settlement. See ECF 4192 (Altria-related class fee and costs motion).
`IV. CONCLUSION
`The Fee Committee respectfully recommends the Court authorize the fee and cost
`payments described in Exhibits 1 and 2, order that any cost payments may be made from Altria-
`related funds in addition to JLI-related funds, and clarify how the Court wishes the Committee to
`handle MDL cost fund replenishments in the future.
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`Case 3:19-md-02913-WHO Document 4214 Filed 04/09/24 Page 8 of 9
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`Dated: April 9, 2024
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`Respectfully submitted,
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`By: /s/ Sarah R. London
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`Sarah R. London
`LIEFF CABRASER HEIMANN &
`BERNSTEIN
`275 Battery Street, Fl. 29
`San Francisco, CA 94111
`Telephone: (415) 956-1000
`slondon@lchb.com
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`By: /s/ Dena C. Sharp
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`Dena C. Sharp
`GIRARD SHARP LLP
`601 California St., Suite 1400
`San Francisco, CA 94108
`Telephone: (415) 981-4800
`dsharp@girardsharp.com
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`By: /s/ Dean Kawamoto
`
`Dean Kawamoto
`KELLER ROHRBACK L.L.P.
`1201 Third Ave., Ste. 3200
`Seattle, WA 98101
`Telephone: (206) 623-1900
`dkawamoto@kellerrohrback.com
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`By: /s/ Ellen Relkin
`
`Ellen Relkin
`WEITZ & LUXENBERG
`700 Broadway
`New York, NY 10003
`Telephone: (212) 558-5500
`erelkin@weitzlux.com
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`Co-Lead Counsel for Plaintiffs
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`Case 3:19-md-02913-WHO Document 4214 Filed 04/09/24 Page 9 of 9
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`CERTIFICATE OF SERVICE
`I hereby certify that on April 9, 2024, I electronically filed the foregoing document with
`the Clerk of the Court using the CM/ECF system, which will automatically send notification of
`the filing to all counsel of record.
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`By: /s/ Sarah R. London
` Sarah R. London
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`FEE COMMITTEE RECOMMENDATIONS
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