Case: 1:16-cv-08637 Document #: 5052 Filed: 09/17/21 Page 1 of 29 PageID #:308189
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`IN THE UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF ILLINOIS
`EASTERN DIVISION
`
`
`
`Case No.: 1:16-cv-08637
`
`The Honorable Thomas M. Durkin
`
`
`IN RE BROILER CHICKEN ANTITRUST
`LITIGATION,
`
`
`This Document Relates To:
`
`THE DIRECT PURCHASER PLAINTIFF
`ACTION
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`
`
`
`
`
`
`DIRECT PURCHASER PLAINTIFFS’ MEMORANDUM IN SUPPORT OF MOTION
`FOR PRELIMINARY APPROVAL OF THE SETTLEMENTS WITH
`THE MAR-JAC AND HARRISON POULTRY DEFENDANTS
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`
`
`
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`#562521/959219.8
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`TABLE OF CONTENTS
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`Page
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`I.
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`II.
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`INTRODUCTION ...............................................................................................................1
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`LITIGATION BACKGROUND .........................................................................................3
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`III.
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`SUMMARY OF THE SETTLEMENT NEGOTIATIONS AND TERMS .........................5
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`A.
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`B.
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`The Mar-Jac Settlement ...........................................................................................5
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`The Harrison Poultry Settlement .............................................................................6
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`IV.
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`THE SETTLEMENTS SATISFY THE STANDARD FOR PRELIMINARY
`APPROVAL ........................................................................................................................8
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`A.
`
`B.
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`The Settlements Resulted from Arm’s Length Negotiations .................................11
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`The Settlements Provide Substantial Relief to the Settlement Class .....................11
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`V.
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`THE COURT SHOULD CERTIFY THE PROPOSED SETTLEMENT CLASS ............13
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`A.
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`The Requirements of Rule 23(a) Are Satisfied ......................................................14
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`1.
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`2.
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`3.
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`4.
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`Numerosity .................................................................................................14
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`Common Questions of Law and Fact.........................................................14
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`Typicality ...................................................................................................15
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`Adequacy ...................................................................................................16
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`B.
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`The Settlement Class Satisfies Rule 23(b)(3) ........................................................17
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`VI.
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`THE COURT SHOULD APPROVE THE PROPOSED NOTICE PLAN .......................19
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`VII. THE COURT SHOULD SCHEDULE A FINAL APPROVAL HEARING ....................22
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`VIII. CONCLUSION ..................................................................................................................23
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`TABLE OF AUTHORITIES
`
`
`
`Page(s)
`
`Cases
`
`Amchem Prods., Inc. v. Windsor,
`521 U.S. 591 (1997) ...............................................................................................13, 17, 18, 19
`
`Armstrong v. Bd. of Sch. Dirs.,
`616 F.2d 305 (7th Cir. 1980) .....................................................................................................9
`
`In re AT&T Mobility Wireless Data Servs. Sales Litig.,
`270 F.R.D. 330 (N.D. Ill. 2010) ...............................................................................................11
`
`In re Catfish Antitrust Litig.,
`826 F. Supp. 1019 (N.D. Miss. 1993) ......................................................................................17
`
`City of Greenville v. Syngenta Crop Prot.,
`No. 3:10-CV-188, 2012 WL 1948153 (S.D. Ill. May 30, 2012) .......................................19, 22
`
`In re Cmty. Bank of N. Va.,
`418 F.3d 277 (3d Cir. 2005).....................................................................................................13
`
`In re Corrugated Container Antitrust Litig.,
`643 F.2d 195 (5th Cir. 1981) ...................................................................................................16
`
`E.E.O.C. v. Hiram Walker & Sons, Inc.,
`768 F.2d 884 (7th Cir. 1985) .....................................................................................................9
`
`In re Foundry Resins Antitrust Litig.,
`242 F.R.D. 393 (S.D. Ohio 2007) ............................................................................................17
`
`Gautreaux v. Pierce,
`690 F.2d 616 (7th Cir. 1982) .....................................................................................................9
`
`Goldsmith v. Tech. Solutions Co.,
`No. 92-CV-4374, 1995 WL 17009594 (N.D. Ill. Oct. 10, 1995) ............................................10
`
`Hughes v. Baird & Warner, Inc.,
`No. 76-CV-3929, 1980 WL 1894 (N.D. Ill. Aug. 20, 1980) ...................................................17
`
`Isby v. Bayh,
`75 F.3d 1191 (7th Cir. 1996) ...............................................................................................8, 10
`
`Kohen v. Pacific Inv. Mgmt.,
`571 F.3d 672 (7th Cir. 2009) ...................................................................................................16
`
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`In re Linerboard Antitrust Litig.,
`292 F. Supp. 2d 631 (E.D. Pa. 2003) .................................................................................10, 11
`
`In re Mercedes-Benz Antitrust Litig.,
`213 F.R.D. 180 (D.N.J. 2003) ..................................................................................................15
`
`In re Mid-Atlantic Toyota Antitrust Litig.,
`564 F. Supp. 1379 (D. Md. 1983) ............................................................................................10
`
`In re NASDAQ Market-Makers Antitrust Litig.,
`176 F.R.D. 99 (S.D.N.Y 1997) ..................................................................................................9
`
`Owner-Operator Indep. Drivers’ Ass’n v. Allied Van Lines, Inc.,
`231 F.R.D. 280 (N.D. Ill. 2005) ...............................................................................................15
`
`Saltzman v. Pella Corp.,
`257 F.R.D. 471 (N.D. Ill. 2009) .........................................................................................15, 17
`
`Schmidt v. Smith & Wollensky LLC,
`268 F.R.D. 323 (N.D. Ill. 2010) ...............................................................................................14
`
`Thillens, Inc. v. Cmty. Currency Exch. Ass’n,
`97 F.R.D. 668 (N.D. Ill. 1983) .................................................................................................14
`
`Uhl v. Thoroughbred Tech. & Telecomms, Inc.,
`309 F.3d 978 (7th Cir. 2002) ...................................................................................................10
`
`Wal-Mart Stores, Inc. v. Dukes,
`564 U.S. 338 (2011) .................................................................................................................14
`
`In re Warfarin Sodium Antitrust Litig.,
`212 F.R.D. 231 (D. Del. 2002) ..................................................................................................9
`
`Other Authorities
`
`Class Action Fairness Act, 28 U.S.C. § 1715 ................................................................................23
`
`Fed. R. Civ. P. 23(a) ..........................................................................................................14, 15, 16
`
`Fed. R. Civ. P. 23(b)(3)............................................................................................................17, 18
`Fed. R. Civ. P. 23(c) ......................................................................................................................19
`
`Fed. R. Civ. P. 23(c)(2)(B) ......................................................................................................19, 21
`
`Fed. R. Civ. P. 23(e) ............................................................................................................9, 10, 19
`
`Manual For Complex Litigation (Fourth) § 21.632 (2004) .............................................................9
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`2 NEWBERG ON CLASS ACTIONS, § 11.24 (3d ed. 1992)..................................................................9
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`2 NEWBERG ON CLASS ACTIONS, § 11.40 (2d ed. 1985)................................................................10
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`4 NEWBERG ON CLASS ACTIONS, § 11.53 (4th ed. 2002) ..............................................................19
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`I.
`
`INTRODUCTION
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`The Direct Purchaser Plaintiffs (“DPPs”) in this class action, alleging that Defendants
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`conspired to fix, raise, maintain, and stabilize the prices of Broiler chicken sold in the United
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`States, hereby seek preliminary approval of the settlements with defendants Mar-Jac1 and Harrison
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`Poultry2 (collectively referred to as the “Settling Defendants”). Under the settlements,3 Mar-Jac
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`will pay $7,975,000.00 and Harrison Poultry will pay $3,300,000.00. The addition of these
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`meaningful Settlements for the Settlement Class (as defined in Section V infra) brings the total
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`recovery to date to over $180 million. (See Declaration of Brian D. Clark in Support of this Motion
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`(“Clark Decl.”) at ¶ 8.) In addition to this monetary relief, Mar-Jac and Harrison Poultry have
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`agreed to provide testimony, where they reasonably can, to authenticate and provide foundation
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`for admissibility of documents, which may assist DPPs in the prosecution of their claims against
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`the remaining Defendants in the case.
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`The Settlement Agreements with the Settling Defendants constitute a fourth round of DPP
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`settlements in this case, and also a fourth “step up” by market share point. This Court has granted
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`final approval to DPP settlements three times in this matter; on November 16, 2018 with Fieldale
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`Farms Corporation (“Fieldale”), which provided a total financial settlement of $2.25 million; on
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`October 27, 2020 with Peco Foods, Inc. (“Peco”), George’s, Inc., George’s Farms, Inc.
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`(collectively, “George’s”), and Amick Farms, LLC (“Amick”), which provided a total financial
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`
`1 Defendants Mar-Jac Poultry, Inc., Mar-Jac Poultry MS, LLC, Mar-Jac Poultry AL, LLC,
`Mar-Jac AL/MS, Inc., Mar-Jac Poultry, LLC and Mar-Jac Holdings, Inc. (Mar-Jac Holdings, Inc.
`is incorrectly named in the Complaint as Mar-Jac Holdings, LLC) are collectively referred to as
`“Mar-Jac.”
`2 Defendant Harrison Poultry, Inc. is referred to herein as “Harrison Poultry.”
`3 The Mar Jac Settlement Agreement is attached as Exhibit “A” to the Clark Declaration. The
`Harrison Poultry Settlement Agreement is attached as Exhibit “B” to the Clark Declaration.
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`settlement of $13,011,600;4 and on June 29, 2021 with Pilgrim’s Pride Corp. (“Pilgrim’s”) and
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`Tyson Foods, Inc., Tyson Chicken, Inc., Tyson Breeders, Inc., and Tyson Poultry, Inc.
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`(collectively, “Tyson”), which provided a total financial settlement of $154,340,000.5 The Mar-
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`Jac and Harrison Poultry Settlements bring the total amount recovered by DPPs from settling
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`defendants to date to $180,876,600. Following the first “ice-breaker” settlement with Fieldale, the
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`second round of settlements provided the DPP Settlement Class with substantial monetary relief
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`reaching up to $2 million per market share point for the Peco, George’s and Amick settlements.
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`The third round of settlements with Pilgrim’s and Tyson saw a significant increase per market
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`share point to approximately $4 million. Mar-Jac’s share of the Broiler market is approximately
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`1.5% and Harrison Poultry’s share is approximately 0.5%, and therefore the Settlements represent
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`yet another increase to approximately $5.5 million per market share point.
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`The ratcheted increases in the Settlement amounts—both on a gross and proportionate
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`basis—support approval of the Settlements. DPPs are in the process of distributing the combined
`
`net settlement proceeds from the prior settlements with Fieldale, Peco, George’s, Amick, Pilgrim’s
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`and Tyson to Settlement Class members, and do not intend to distribute the proceeds of the Mar-
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`Jac and Harrison Poultry Settlements at this time.
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`As detailed in this Motion for Preliminary Approval of the Settlements (“Motion”) and the
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`supporting documents, these Settlements were the product of the DPPs’ efforts in litigating this
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`case and extensive arm’s length negotiations among the parties. Neither Mar-Jac nor Harrison
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`Poultry have admitted any liability and continue to deny the legal claims alleged in DPPs’
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`Complaint, but have agreed to the Settlements to avoid the cost and burden of litigation and
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`4 $4,964,600 from Peco, $4,097,000 from George’s, and $3,950,000 from Amick.
`5 $75 million from Pilgrim’s and $79,340,000 from Tyson.
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`eliminate the risk of adverse judgments. By contrast, the DPPs believe they would have prevailed
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`at trial, but have agreed to the Settlements to obtain the cooperation from the Settling Defendants
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`and avoid the risk of an adverse outcome during litigation or trial. Accordingly, these Settlements
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`are the product of compromise and reflect the independent decisions of the DPPs, on the one hand,
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`and the Settling Defendants, on the other hand, to resolve this matter.
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`Moreover, as described below, the Settlements are fair, reasonable, and adequate, and
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`satisfy all of the factors for preliminary approval. The DPPs respectfully request that the Court
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`grant their Motion, approve the proposed notice plan, and set a schedule for final approval of the
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`Settlements.
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`II.
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`LITIGATION BACKGROUND
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`This is an antitrust class action against certain producers of Broilers.6 DPPs allege that
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`Defendants combined and conspired to fix, raise, maintain, or stabilize prices of Broilers sold in
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`the United States. DPPs allege that Defendants implemented their conspiracy in various ways,
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`including via coordinated supply restrictions, sharing competitively sensitive price and production
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`information, and otherwise manipulating Broiler prices.
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`DPPs commenced this litigation on September 2, 2016, when they filed a class action
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`lawsuit on behalf of all direct purchasers of Broilers in the United States. (ECF No. 1.) Other class
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`plaintiffs and direct action plaintiffs subsequently filed similar actions. On October 14, 2016, the
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`6 Consistent with the Complaint, the term Broilers is defined in the Settlement Agreements as
`“chickens raised for meat consumption to be slaughtered before the age of 13 weeks, and which
`may be sold in a variety of forms, including fresh or frozen, raw or cooked, whole or in parts, or
`as a meat ingredient in a value added product, but excluding chicken that is grown, processed, and
`sold according to halal, kosher, free range, or organic standards.” (See Settlement Agreements
`§ 1.d.) The Settling Defendants agree to this definition only for purposes of approving the
`Settlements and certifying the proposed Settlement Class and otherwise reserve all rights,
`arguments and defenses with respect to this definition.
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`Court appointed the undersigned law firms as Direct Purchaser Plaintiffs’ Interim Co-Lead and
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`Liaison Counsel. (ECF No. 144.) After extensive briefing by the parties, on November 20, 2017
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`the Court denied Defendants’ Motions to Dismiss the DPPs’ First Consolidated Amended
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`Complaint (“FCAC”). (ECF No. 541.) Mar-Jac and Harrison Poultry were included in DPPs’ Third
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`Consolidated Amended Complaint on February 7, 2018. (ECF No. 709.) DPPs filed their operative
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`Fifth Consolidated Amended Complaint on October 23, 2020. (ECF No. Nos. 3919 (Redacted)
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`and 3935 (Unredacted).)
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`DPPs performed a thorough investigation and engaged in extensive discovery prior to
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`reaching the Settlement. These efforts commenced prior to the filing of DPPs’ initial complaint
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`and included pre-litigation investigation into Defendants’ conduct that formed the basis of the
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`DPPs’ complaints. (See Clark Decl. ¶ 4.) In denying Defendants’ motions to dismiss, the Court
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`held that these “alleged factual circumstances plausibly demonstrate that [Defendants’] parallel
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`conduct was a product of a conspiracy.” (See ECF No. 541, p. 18.) During the litigation, DPPs
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`obtained responses to multiple sets of interrogatories, and received over 8 million documents in
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`response to their requests for production and third party subpoenas. (See Clark Decl. ¶ 5.) DPPs,
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`along with other plaintiffs, have taken over 100 depositions of the Defendants and third parties.
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`(Id. ¶ 6.) DPPs have also provided responses to written discovery, produced documents, and
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`appeared for depositions noticed by the Defendants. (Id. ¶ 7.)
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`On June 21, 2019, the United States Department of Justice (“DOJ”) moved to intervene in
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`the civil case and stay the depositions of Defendants, pending the DOJ’s criminal investigation
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`into the Broiler industry. (ECF No. 2268.) On June 27, 2019, the Court granted an initial stay on
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`the depositions of Defendants until September 27, 2019. (ECF No. 2302.) On October 16, 2019,
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`the Court extended the stay on the depositions of Defendants (with certain exceptions) until June
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`27, 2020. (ECF No. 3153.) The Court again extended (in part) the stay on April 19, 2021. (ECF
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`No. 4557.)
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`Prior to the Court’s ruling on Defendants’ motions to dismiss, DPPs reached an “ice-
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`breaker” settlement with Defendant Fieldale. Fieldale, a small producer, agreed to pay $2.25
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`million, provide cooperation including attorney and witness proffers, and produce certain
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`documents to DPPs. (See Clark Decl. ¶ 8.) The Court granted final approval to the Fieldale
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`settlement on November 18, 2018. (See ECF No. 1414.) DPPs later reached settlements with
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`Defendants Amick, Peco, and George’s. Like Fieldale, these three Defendant groups are small
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`producers. (See Clark Decl. ¶ 8.) In addition to providing cooperation to DPPs, Peco paid
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`$4,964,600, George’s paid $4,097,000, and Amick paid $3,950,000. (See id.) The Court granted
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`final approval of the Amick, Peco, and George’s settlements on October 27, 2020. (See ECF Nos.
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`3944 (Peco and George’s), 3945 (Amick).) Most recently, DPPs secured significant settlements
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`with Pilgrim’s and Tyson in the amount of $75 million and $79,340,000, respectively. (See Clark
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`Decl. ¶ 8.) The Court granted final approval of the Pilgrim’s and Tyson settlements on June 29,
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`2021. (See ECF No. 4789.)
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`III.
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`SUMMARY OF THE SETTLEMENT NEGOTIATIONS AND TERMS
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`A.
`
`The Mar-Jac Settlement
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`The Settlement Agreement with Mar-Jac was reached through confidential, protracted,
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`arm’s length settlement negotiations. (See Clark Decl. ¶¶ 9-11.) The Settlement was the product
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`of a negotiation process that commenced in Spring 2021. (Id. ¶ 9.) As this litigation has been
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`pending for over 5 years (three-and-a-half years against Mar-Jac), the parties have had ample
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`opportunity to assess the merits of DPPs’ claims and Mar-Jac’s defenses, through investigation,
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`discovery, research, settlement discussions and contested motion practice; and to balance the value
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`of Settlement Class members’ claims against the substantial risks and expense of continuing
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`litigation. The parties ultimately executed the Settlement Agreement on August 18, 2021. (See id.
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`¶ 11; see also Mar-Jac Settlement Agreement.)
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`B.
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`The Harrison Poultry Settlement
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`The Settlement Agreement with Harrison Poultry was reached through confidential, arm’s
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`length settlement negotiations. (See Clark Decl. ¶¶ 12-14.) The Settlement was the product of a
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`negotiation process that commenced in August 2020. (Id. ¶ 12.) As this litigation has been pending
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`for over 5 years (three-and-a-half years against Harrison Poultry), the parties have had ample
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`opportunity to assess the merits of DPPs’ claims and Harrison Poultry’s defenses, through
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`investigation, discovery, research, settlement discussions and contested motion practice; and to
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`balance the value of Settlement Class members’ claims against the substantial risks and expense
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`of continuing litigation. The parties ultimately executed the Settlement Agreement on September
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`11, 2021. (See id. ¶ 14; see also Harrison Poultry Settlement Agreement.)
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`The core settlement terms are substantially similar to each other and to the prior
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`settlements, and the Settlement amounts reflect the size and other factors affecting these Settling
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`Defendants. Once again, these Settlements represent an increase—on a proportionate and gross
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`basis—from the prior settlements. These Settlements provide $11,275,000 in recovery to the
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`Settlement Class,7 and bring the total amount recovered by DPPs to $180,876,600. (See Settlement
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`Agreements § 9; Clark Decl. ¶ 8.)
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`In addition to monetary relief, the Settling Defendants will make reasonable efforts to
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`provide declarations, affidavits, or deposition testimony relating to the authentication or
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`foundation for admissibility of documents. (See Settlement Agreements § 10.)
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`7 The “Settlement Class” definition is set forth in Section V infra herein.
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`In exchange, the DPPs and the proposed Settlement Class will separately release certain
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`Released Claims (as defined in the Settlement Agreements) against the Released Parties (as
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`defined in the Settlement Agreements). (See id. §§ 14, 15.) The narrowly tailored releases do not
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`extend to other Defendants or to unrelated claims that are not the subject matter of the lawsuit.
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`(Id.) The Settlement Agreements contain a termination provision based on opt-outs exceeding 50%
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`of each Settling Defendant’s total Broiler sales for the Class Period (January 1, 2008 through
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`December 20, 2019). (See id. §§ 21.) DPPs will report on the number of opt-outs and, if applicable,
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`each Settling Defendant’s decision regarding this provision prior to final approval. Finally, the
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`Settlements refer to a judgment-sharing agreement among certain Defendants and, consistent with
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`that agreement (per the Settling Defendants), each Settlement removes from the calculation of a
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`damages award resulting from any verdict and Final Judgment DPPs may obtain against any other
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`Defendant who is a signatory to Defendants’ judgment-sharing agreement certain amounts
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`intended to reflect the Settling Defendant’s approximately proportionate sales of Broilers. (Id. §
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`40.) Thus, any other such Defendant against whom DPPs obtain a verdict and judgment would not
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`be jointly and severally liable for either Settling Defendant’s share of damages removed pursuant
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`to the judgment-sharing agreement resulting from sales to the DPP Class.
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`In sum, the Settlement Agreements: (1) are the result of extensive good-faith and hard-
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`fought negotiations between knowledgeable and skilled counsel; (2) were entered into after
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`extensive factual investigation and legal analysis; and (3) in the opinion of experienced class
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`counsel, are fair, reasonable, and adequate. Based on both the monetary and cooperation elements
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`of the Settlement Agreements, Interim Co-Lead Counsel believes the Settlement Agreements are
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`in the best interests of the Settlement Class members and should be approved by the Court. (Clark
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`Decl. ¶ 18.)
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`Subject to the approval and direction of the Court, the settlement amounts (with accrued
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`interest) will be used to: (1) pay for notice costs and costs incurred in the administration and
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`distribution of the Settlements; (2) pay taxes and tax-related costs associated with the escrow
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`account8 for proceeds from the Settlements; (3) make a distribution to Settlement Class members
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`in accordance with a plan of distribution to be filed in the future; (4) pay attorneys’ fees to Counsel
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`for the Settlement Class, as well as costs and expenses, that may be awarded by the Court (subject
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`to a separate, not-yet-filed motion); and (5) pay incentive awards to the named Plaintiffs that may
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`be awarded by the Court (subject to a separate, not-yet-filed motion). DPPs do not intend to seek
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`attorneys’ fees, costs (other than the costs of notice)9 or incentive awards, from these Settlements
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`at this time. DPPs will make a motion for distribution of settlement proceeds, and attorneys’ fees
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`and costs at an appropriate date in the future.10
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`IV.
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`THE SETTLEMENTS SATISFY THE STANDARD FOR PRELIMINARY
`APPROVAL
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`There is an overriding public interest in settling litigation, and this is particularly true in
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`class actions. See Isby v. Bayh, 75 F.3d 1191, 1196 (7th Cir. 1996) (“Federal courts naturally favor
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`the settlement of class action litigation.”); E.E.O.C. v. Hiram Walker & Sons, Inc., 768 F.2d 884,
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`888-89 (7th Cir. 1985), cert. denied, 478 U.S. 1004 (1986) (noting that there is a general policy
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`favoring voluntary settlements of class action disputes); Armstrong v. Bd. of Sch. Dirs., 616 F.2d
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`8 Plaintiffs respectfully request that the Court appoint US Bank as the Escrow Agent.
`9 The Settlements further provide for the use of up to $250,000 (as authorized by the Settlement
`Agreements, § 6.c) of Settlement proceeds for the cost of notice without seeking further approval
`from the Court.
`10 These Settlements with Mar-Jac and Harrison Poultry are not included in the currently-
`pending Motion for Interim Payment of Attorneys’ Fees, Reimbursement of Expenses, and Class
`Representative Incentive Awards (ECF Nos. 4550, 4551), and soon-to-be-filed Motion for
`Distribution of Settlement Proceeds.
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`305, 312 (7th Cir. 1980) (“It is axiomatic that the federal courts look with great favor upon the
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`voluntary resolution of litigation through settlement.”), overruled on other grounds, Felzen v.
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`Andreas, 134 F.3d 873 (7th Cir. 1998). Class action settlements minimize the litigation expenses
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`of the parties and reduce the strain such litigation imposes upon already scarce judicial resources.
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`Armstrong, 616 F.2d at 313 (citing Cotton v. Hinton, 559 F.2d 1326, 1331 (5th Cir. 1977)).
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`However, a class action may be settled only with court approval. Fed. R. Civ. P. 23(e).
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`“The first step in district court review of a class action settlement is a preliminary, pre-
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`notification hearing to determine whether the proposed settlement is ‘within the range of possible
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`approval.’” 2 NEWBERG ON CLASS ACTIONS, § 11.24 (3d ed. 1992); see also Gautreaux v. Pierce,
`
`690 F.2d 616, 621 n.3 (7th Cir. 1982); Armstrong, 616 F.2d at 314; In re Warfarin Sodium Antitrust
`
`Litig., 212 F.R.D. 231, 254 (D. Del. 2002); In re NASDAQ Market-Makers Antitrust Litig., 176
`
`F.R.D. 99, 102 (S.D.N.Y 1997). Generally, before directing notice to the class members, a court
`
`makes a preliminary evaluation of the proposed class action settlement pursuant to Rule 23(e). The
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`Manual For Complex Litigation (Fourth), § 21.632 (2004), explains:
`
`Review of a proposed class action settlement generally involves two
`hearings. First counsel submit the proposed terms of settlement and
`the judge makes a preliminary fairness evaluation . . . The Judge
`must make a preliminary determination on
`the
`fairness,
`reasonableness and adequacy of the settlement terms and must direct
`the preparation of notice of the . . . proposed settlement, and the date
`of the [formal Rule 23(e)] fairness hearing.
`
`A proposed settlement falls within the “range of possible approval” when it is conceivable
`
`that the proposed settlement will meet the standards applied for final approval. See Newberg,
`
`§ 11.25, at 38-39 (quoting Manual for Complex Litigation, § 30.41 (3d ed.)). The standard for final
`
`approval of a class action settlement is whether the proposed settlement is fair, reasonable, and
`
`adequate. See Fed. R. Civ. P. 23(e); see also Uhl v. Thoroughbred Tech. & Telecomms, Inc., 309
`
`F.3d 978, 986 (7th Cir. 2002); Isby, 75 F.3d at 1198-99. When granting preliminary approval, the
`
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`court does not conduct a “definitive proceeding on the fairness of the proposed settlement,” and
`
`the court “must be careful to make clear that the determination permitting notice to members of
`
`the class is not a finding that the settlement is fair, reasonable and adequate.” In re Mid-Atlantic
`
`Toyota Antitrust Litig., 564 F. Supp. 1379, 1384 (D. Md. 1983) (quoting In re Montgomery Cty.
`
`Real Estate Antitrust Litig., 83 F.R.D. 305, 315-16 (D. Md. 1979)). That determination must await
`
`the final hearing when the court can assess the fairness, reasonableness, and adequacy of the
`
`proposed settlement.
`
`The requirement that class action settlements be fair is designed to protect against collusion
`
`among the parties. In re Mid-Atlantic Toyota Antitrust Litig., 564 F. Supp. at 1383. There is usually
`
`an initial presumption that a proposed settlement is fair and reasonable when it was the result of
`
`arm’s length negotiations. See 2 NEWBERG ON CLASS ACTIONS, § 11.40 at 451 (2d ed. 1985);
`
`Goldsmith v. Tech. Solutions Co., No. 92-CV-4374, 1995 WL 17009594, at *3 n.2 (N.D. Ill. Oct.
`
`10, 1995) (“[I]t may be presumed that the agreement is fair and adequate where, as here, a proposed
`
`settlement is the product of arm’s length negotiations.”). Settlements that are proposed by
`
`experienced counsel and result from arm’s length negotiations are entitled to deference from the
`
`court. See, e.g., In re Linerboard Antitrust Litig., 292 F. Supp. 2d 631, 640 (E.D. Pa. 2003) (“A
`
`presumption of correctness is said to attach to a class settlement reached in arms-length
`
`negotiations between experienced, capable counsel after meaningful discovery.”) (quoting
`
`Hanrahan v. Britt, 174 F.R.D. 356, 366 (E.D. Pa. 1997)). The initial presumption in favor of such
`
`settlements reflects courts’ understanding that vigorous negotiations between seasoned counsel
`
`protect against collusion and advance the fairness concerns of Rule 23(e). In making the
`
`determination as to whether a proposed settlement is fair, reasonable, and adequate, the Court
`
`necessarily will evaluate the judgment of the attorneys for the parties regarding the “strength of
`
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`plaintiffs’ case compared to the terms of the proposed settlement.” In re AT&T Mobility Wireless
`
`Data Servs. Sales Litig., 270 F.R.D. 330, 346 (N.D. Ill. 2010).
`
`A.
`
`The Settlements Resulted from Arm’s Length Negotiations
`
`In this case, the proposed Settlements satisfy the standard for preliminary approval. As
`
`detailed in this Motion and supporting declarations, the Settlements were the product of arm’s
`
`length negotiations that took place separately and by experienced and knowledgeable counsel. (See
`
`Sections II and III infra; see also Clark Decl. ¶¶ 9-18.) The hard-fought negotiations with Mar-Jac
`
`were kept confidential, and often broke down as the parties vigorously litigated the case. (Clark
`
`Decl. ¶ 10.) The negotiations necessitated numerous conferences as well as written exchanges
`
`between counsel during which they negotiated the material terms of the Settlements, as well as the
`
`final Settlement Agreements. (Id.) In engaging in these settlement discussions, counsel for DPPs
`
`were focused on obtaining the best possible result for the DPP class. (Id.)
`
`These protracted arm’s length settlement negotiations support approval of the Settlements
`
`by demonstrating they are free from collusion. See, e.g., In re Linerboard Antitrust Litig., 292 F.
`
`Supp. 2d at 640. Moreover, the fact that the negotiations occurred over several months