Case 1:18-cv-07143-JMF Document 132 Filed 03/15/22 Page 1 of 29
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`
`IN RE NIELSEN HOLDINGS PLC
`SECURITIES LITIGATION
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`Civil Action No. 1:18-cv-07143-JMF
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`MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFFS’ MOTION FOR
`PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT
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`I. 
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`II. 
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`III. 
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`IV. 
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`V. 
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`Case 1:18-cv-07143-JMF Document 132 Filed 03/15/22 Page 2 of 29
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`TABLE OF CONTENTS
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`Page
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`PRELIMINARY STATEMENT .........................................................................................1 
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`HISTORY OF THE LITIGATION .....................................................................................3 
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`SETTLEMENT NEGOTIATIONS .....................................................................................5 
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`SETTLEMENT TERMS .....................................................................................................6 
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`PRELIMINARY APPROVAL IS WARRANTED AND WILL ALLOW
`PLAINTIFFS TO NOTIFY THE SETTLEMENT CLASS ................................................7 
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`A. 
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`The Rule 23(e)(2) Factors Are Satisfied ..................................................................9 
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`1. 
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`2. 
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`3. 
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`4. 
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`5. 
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`6. 
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`Plaintiffs and Their Counsel Have Adequately Represented the
`Settlement Class ...........................................................................................9 
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`The Proposed Settlement Is the Result of Good Faith, Arm’s-
`Length Negotiations ...................................................................................10 
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`The Relief Provided by the Settlement Is Adequate When Weighed
`Against the Risks of Litigation ..................................................................11 
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`The Proposed Method for Distributing Relief Is Effective ........................12 
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`The Settlement Does Not Excessively Compensate Plaintiffs’
`Counsel ......................................................................................................14 
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`All Settlement Class Members Are Treated Equitably Relative to
`One Another ...............................................................................................15 
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`B. 
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`The Proposed Settlement Will Meet the Grinnell Factors .....................................15 
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`VI. 
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`PRELIMINARY CERTIFICATION OF THE PROPOSED SETTLEMENT
`CLASS FOR SETTLEMENT PURPOSES IS APPROPRIATE ......................................19 
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`VII.  THE PROPOSED NOTICE PROGRAM SHOULD BE APPROVED ............................21 
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`VIII.  PROPOSED SCHEDULE OF SETTLEMENT EVENTS ................................................22 
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`IX. 
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`CONCLUSION ..................................................................................................................23 
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`TABLE OF AUTHORITIES
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`Page(s)
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`
`
`Cases
`
`Affiliated Ute Citizens of Utah v. United States,
`406 U.S. 128 (1972) .................................................................................................................21
`
`In re Agent Orange Prod. Liab. Litig.,
`597 F. Supp. 740 (E.D.N.Y. 1984), aff’d, 818 F.2d 145 (2d Cir. 1987) ..................................17
`
`Basic Inc. v. Levinson,
`485 U.S. 224 (1988) .................................................................................................................21
`
`In re BHP Billiton Ltd. Sec. Litig.,
`No. 1:16-cv-01445-NRB, 2019 WL 1577313 (S.D.N.Y. Apr. 10, 2019), aff’d
`sub nom. City of Birmingham Ret. & Relief Sys. v. Davis, 806 F. App’x. 17
`(2d Cir. 2020) ...........................................................................................................................15
`
`In re Canadian Superior Sec. Litig.,
`No. 09 Civ. 10087(SAS), 2011 WL 5830110 (S.D.N.Y. Nov. 16, 2011) ...............................19
`
`Christine Asia Co., Ltd. v. Yun Ma,
`No. 1:15-md-02631 (CM) (SDA), 2019 WL 5257534
`(S.D.N.Y. Oct. 16, 2019) ...................................................................................................16, 17
`
`City of Providence v. Aeropostale, Inc.,
`No. 11 Civ. 7132(CM)(GWG), 2014 WL 1883494 (S.D.N.Y. May 9, 2014),
`aff’d sub nom. Arbuthnot v. Pierson, 607 F. App’x. 73 (2d Cir. 2015) ...................................11
`
`D’Amato v. Deutsche Bank,
`236 F.3d 78 (2d Cir. 2001).................................................................................................10, 17
`
`Deangelis v. Corzine,
`151 F. Supp. 3d 356 (S.D.N.Y. 2015) ........................................................................................7
`
`In re Delphi Corp. Sec., Derivative & ERISA Litig.,
`248 F.R.D. 483 (E.D. Mich. 2008) ..........................................................................................10
`
`Detroit v. Grinnell Corp.,
`495 F.2d 448 (2d Cir. 1974).......................................................................................................8
`
`In re Deutsche Telekom AG Sec. Litig.,
`No. 00-CV-9475 (NRB), 2005 WL 7984326 (S.D.N.Y. June 14, 2005) ................................15
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`Page
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`Dover v. British Airways, PLC (UK),
`No. 12 CV 5567 (RJD) (CLP), 2018 U.S. Dist. LEXIS 174513
`(E.D.N.Y. Oct. 9, 2018) .............................................................................................................7
`
`In re Glob. Crossing Sec. & ERISA Litig.,
`225 F.R.D. 436 (S.D.N.Y. 2004) ...................................................................................9, 16, 17
`
`In re HealthSouth Corp. Sec. Litig.,
`334 F. App’x. 248 (11th Cir. 2009) ...........................................................................................8
`
`In re IMAX Sec. Litig.,
`283 F.R.D. 178 (S.D.N.Y. 2012) .............................................................................................21
`
`In re Indep. Energy Holdings PLC Sec. Litig.,
`No. 00-cv-6689 (SAS), 2003 WL 22244676 (S.D.N.Y. Sept. 29, 2003) ..........................17, 18
`
`In re Initial Pub. Offering Sec. Litig.,
`243 F.R.D. 79 (S.D.N.Y. 2007) .................................................................................................9
`
`Landmen Partners Inc. v. Blackstone Grp. L.P.,
`No. 08-cv-03601-HB-FM, 2013 WL 11330936 (S.D.N.Y. Dec. 18, 2013) ............................15
`
`In re Merrill Lynch & Co. Research Reports Sec. Litig.,
`246 F.R.D. 156 (S.D.N.Y. 2007) .............................................................................................19
`
`In re Merrill Lynch & Co. Research Reports Sec. Litig.,
`No. 02 MDL 1484 (JFK), 2007 WL 313474 (S.D.N.Y. Feb. 1, 2007) ....................................19
`
`Newman v. Stein,
`464 F.2d 689 (2d Cir. 1972).....................................................................................................17
`
`Pantelyat v. Bank of Am., N.A.,
`No. 16-cv-8964 (AJN), 2019 WL 402854 (S.D.N.Y. Jan. 31, 2019) ......................................11
`
`In re Prudential Sec. Inc. Ltd. P’ships Litig.,
`163 F.R.D. 200 (S.D.N.Y. 1995) ...............................................................................................7
`
`In re Vitamin C Antitrust Litig.,
`No. 06-MD-1738 (BMC)(JO), 2012 WL 5289514 (E.D.N.Y. Oct. 23, 2012) ........................17
`
`Wal-Mart Stores, Inc. v. Visa U.S.A. Inc.,
`396 F.3d 96 (2d Cir. 2005)............................................................................................... passim
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`Page
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`In re Warner Chilcott Ltd. Sec. Litig.,
`No. 06 Civ. 11515(WHP), 2008 WL 5110904 (S.D.N.Y. Nov. 20, 2008) ..............................22
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`Statutes
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`15 U.S.C. §78u-4(a)(4) ..............................................................................................................1, 15
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`Rules
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`Fed. R. Civ. P. 23 ...................................................................................................................3, 8, 22
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`Fed. R. Civ. P. 23(a) ................................................................................................................19, 20
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`Fed. R. Civ. P. 23(b)(3)............................................................................................................19, 21
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`Fed. R. Civ. P. 23(c)(1)(C) ............................................................................................................16
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`Fed. R. Civ. P. 23(e) ...................................................................................................................7, 8
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`Fed. R. Civ. P. 23(e)(1) ....................................................................................................................7
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`Fed. R. Civ. P. 23(e)(1)(B) ..............................................................................................................7
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`Fed. R. Civ. P. 23(e)(2) ............................................................................................................7, 8, 9
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`Fed. R. Civ. P. 23(e)(2)(C)(i) ..................................................................................................15, 16
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`Fed. R. Civ. P. 23 (e)(2)(D) ...........................................................................................................15
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`Lead Plaintiff Public Employees’ Retirement System of Mississippi (“MissPERS”) and
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`additionally named Plaintiff Monroe County Employees’ Retirement System (“Monroe” and,
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`together with MissPERS, “Plaintiffs”), individually and on behalf of all others similarly situated,
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`respectfully submit this memorandum of law in support of their motion for: (i) preliminary approval
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`of the proposed $73 million Settlement1 with Defendants Nielsen Holdings plc (“Nielsen” or the
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`“Company”), former CEO Dwight Mitchell Barns, former CFO Jamere Jackson and former Senior
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`Vice President of Product Leadership Kelly Abcarian (collectively, “Defendants,” and, together with
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`Plaintiffs, the “Parties”); (ii) certification of the proposed Settlement Class for purposes of the
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`Settlement only; (iii) approval of the form and manner of notice to be provided to the Settlement
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`Class; and (iv) scheduling of a hearing (the “Settlement Hearing”) on final approval of the
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`Settlement, the proposed Plan of Allocation for distribution of the Net Settlement Fund, and Lead
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`Counsel’s application for an award of attorneys’ fees and litigation expenses2 and the deadlines
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`related thereto. The Parties’ agreed-upon proposed Order Granting Preliminary Approval of Class
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`Action Settlement (the “Preliminary Approval Order”) is filed concurrently herewith.
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`I.
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`PRELIMINARY STATEMENT
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`The Parties have negotiated, at arm’s-length and with the assistance of an experienced and
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`neutral mediator, a proposed settlement of all claims in this Action, and related claims, for
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`$73 million in cash. This resolution, which represents a substantial recovery falling well within the
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`range of possible approval, involved three and one-half years of hard-fought litigation, including the
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`preparation of several amended complaints (including the operative Second Amended Complaint for
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`1 Unless otherwise stated or defined, all capitalized terms used herein have the meanings
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`provided in the Stipulation and Agreement of Settlement, dated March 15, 2022 (the “Stipulation”).
`See Exhibit 1 to the Declaration of Christine M. Fox (“Fox Decl.”), submitted herewith. All
`emphasis is added and all citations are omitted unless otherwise noted.
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`2 Plaintiffs may also seek awards pursuant to 15 U.S.C. §78u-4(a)(4) in connection with their
`representation of the Settlement Class.
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`Violations of the Federal Securities Laws (“Second Amended Complaint”)); Plaintiffs’ opposition to
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`Defendants’ motion to dismiss the Second Amended Complaint (which the Court granted in part and
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`denied in part on January 4, 2021); production and analysis of more than 920,000 pages of
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`documents from Defendants, Plaintiffs and numerous nonparties; 21 depositions of fact and expert
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`witnesses; a contested motion for class certification; two formal mediation sessions with an
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`experienced mediator; and several follow-up consultations between the mediator and the Parties.
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`The terms of the Settlement are set forth in the Stipulation, filed concurrently herewith. See Fox
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`Decl., Ex. 1.
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`Plaintiffs and their counsel approve of the Settlement. Plaintiffs are institutional investors
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`that actively oversaw the litigation and authorized the Settlement. Lead Counsel has substantial
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`securities litigation experience and is a recognized leader in the field. See Fox Decl., Ex. 2 (firm
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`resume of Labaton Sucharow LLP). Based upon their experience and evaluation of the facts and the
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`applicable law, Plaintiffs and their counsel submit that the proposed Settlement is fair, reasonable,
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`adequate and in the best interests of the Settlement Class. This is especially so in light of the risk
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`that the Settlement Class might recover substantially less (or nothing) if the action were litigated
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`through class certification, summary judgment, trial and the likely post-trial motions and appeals that
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`would follow (a process that could last several years). Indeed, Plaintiffs faced the risk that the Court
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`would not grant their motion for class certification or maintain certification through to judgment, and
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`several risks with respect to establishing liability and damages, including the risk that Defendants’
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`forthcoming motions for summary judgment or to exclude Plaintiffs’ experts would be granted in
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`whole or in part. Given these and other risks inherent in this complex securities class action, and the
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`Settlement’s substantial value, the Settlement represents a very favorable result for the Settlement
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`Class.
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`At this preliminary approval stage, the Court need only make a preliminary evaluation of the
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`Settlement’s fairness such that the Settlement Class should be notified of the proposed Settlement.
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`Plaintiffs respectfully request that the Court grant preliminary approval of the Settlement and enter
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`the Preliminary Approval Order, which will, among other things: (i) preliminarily approve the
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`Settlement on the terms set forth in the Stipulation; (ii) preliminarily certify the proposed Settlement
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`Class for purposes of the Settlement; (iii) approve the form and content of the Notice of Pendency
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`and Proposed Settlement of Class Action and Motion for Attorneys’ Fees and Expenses (the
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`“Notice”), Claim Form, and Summary Notice of Pendency and Proposed Settlement of Class Action
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`and Motion for Attorneys’ Fees and Expenses for publication (the “Summary Notice”), attached as
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`Exhibits 1, 2, and 3 to the proposed Preliminary Approval Order, respectively; (iv) find that the
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`procedures for distribution of the Notice and publication of the Summary Notice in the manner and
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`form set forth in the Preliminary Approval Order constitute the best notice practicable under the
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`circumstances and comply with the notice requirements of due process, Rule 23 of the Federal Rules
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`of Civil Procedure and the Private Securities Litigation Reform Act of 1995 (“PSLRA”); and (v) set
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`a schedule and procedures for: disseminating the Notice/Claim Form and publication of the
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`Summary Notice; objecting to the Settlement, the Plan of Allocation or Lead Counsel’s application
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`for an award of attorneys’ fees and expenses; seeking exclusion from the Settlement Class;
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`submitting papers in support of final approval of the Settlement; and the Settlement Hearing.
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`II.
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`HISTORY OF THE LITIGATION
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`In the late summer of 2018, putative class actions were filed in this Court and in the Northern
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`District of Illinois on behalf of purchasers of Nielsen common stock alleging violations of §§10(b)
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`and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and United States Securities and
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`Exchange Commission Rule 10b-5 promulgated thereunder. On December 17, 2018, the Northern
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`District of Illinois transferred the putative class action to this Court; thereafter, the parties consented
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`to the stipulated consolidation of the putative class actions. On April 22, 2019, the Court:
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`(1) approved the consolidation of the cases; (2) appointed MissPERS as Lead Plaintiff; and
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`(2) approved Labaton Sucharow as Lead Counsel. ECF No. 54.
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`Plaintiffs filed the operative Second Amended Complaint on September 27, 2019 (ECF
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`No. 72), alleging that Defendants violated §§10(b) and 20(a) of the Exchange Act during the period
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`from February 11, 2016 through July 25, 2018, inclusive (the “Class Period”), by making materially
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`false and misleading statements and/or failing to disclose adverse information regarding the
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`Company’s business and operations. Specifically, Plaintiffs allege that: (a) Defendants made
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`material misrepresentations about the Company’s “Buy” business in 2016, including the alleged
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`failure to disclose a trend of declining discretionary spending by customers in the Buy Developed
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`Market business; (b) Defendants made material misrepresentations about the value of Buy segment
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`goodwill in 2017 and 2018; and (c) Defendants made material misrepresentations in 2018 about the
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`Company’s readiness for the European Union’s General Data Protection Regulation (“GDPR”), the
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`Company’s access to data needed for its products and the impact of the GDPR and data access on the
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`Company’s Watch Marketing Effectiveness business. Plaintiffs allege that, as a result of
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`Defendants’ material misrepresentations and omissions, Nielsen common stock traded at artificially
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`inflated prices and that, when the true facts regarding the state of the Company’s Buy business and
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`the impact of the GDPR and data access on the Watch Marketing Effectiveness business (and
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`Audience Measurement business) were revealed, the price of the Company’s stock dropped, causing
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`damage to members of the class.
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`Defendants deny all of Plaintiffs’ allegations. They contend they did not violate §§10(b) or
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`20(a) of the Exchange Act. Specifically, Defendants deny, inter alia, that they made any allegedly
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`false or misleading statements, that any of the allegedly false and misleading statements were
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`material or made with scienter and that class members, including Plaintiffs, suffered any damages
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`whatsoever.
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`The Parties have litigated motions to dismiss and for class certification and have discussed
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`numerous discovery issues. They have also conducted extensive fact, class certification and expert
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`discovery, including 14 fact depositions taken by Plaintiffs, seven class certification depositions
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`taken by Defendants, the production and analysis of more than 920,000 pages of documents,
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`propounding and responding to interrogatories and the exchange of affirmative and rebuttal expert
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`reports related to market efficiency.
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`III.
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`SETTLEMENT NEGOTIATIONS
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`On December 14, 2021, the Parties engaged in a confidential mediation session before the
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`Hon. Layn R. Phillips (Ret.), an experienced mediator and former federal judge. In advance of that
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`mediation, the Parties provided to Judge Phillips (and exchanged) detailed mediation material. The
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`Parties engaged in good faith negotiations but did not reach a settlement, and the Action continued.
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`On January 5, 2022, the Parties met again for a second mediation session with Judge Phillips, but did
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`not reach an agreement. After continuing arm’s-length negotiations over the next three weeks, the
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`Parties reached an agreement in principle to resolve the case for $73 million. A confidential Term
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`Sheet memorializing their agreement was executed on February 21, 2022.
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`In light of the substantial benefit to the Settlement Class and the significant costs and risks of
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`further litigation – and in recognition of the fact that the proposed Settlement is the result of arm’s-
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`length negotiations by experienced counsel overseen by a well-respected mediator – Plaintiffs
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`respectfully submit that the proposed Settlement warrants preliminary approval so that notice can be
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`provided to the Settlement Class.
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`IV.
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`SETTLEMENT TERMS
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`The Settlement provides that Defendants will pay, or cause to be paid, $73 million (the
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`“Settlement Amount”) into an Escrow Account, which, together with any accrued interest, is the
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`Settlement Fund. Stipulation, ¶5. In exchange for this payment, Plaintiffs and the Settlement Class
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`will release all claims in the Action and related claims (the “Released Claims”) against Defendants
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`and the other Released Defendant Parties. Stipulation, ¶¶3-5. Notice to the Settlement Class and
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`the costs of settlement administration (“Notice and Administration Expenses”) will be funded by the
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`Settlement Fund. Id., ¶8. Plaintiffs propose that a nationally recognized class action settlement
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`administrator, Epiq Class Action & Claims Solutions (“Epiq”), be appointed, subject to the Court’s
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`approval. Preliminary Approval Order, ¶8, see also Fox Decl. Ex. 3.
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`Once Notice and Administration Expenses, Taxes, Court-approved attorneys’ fees and
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`expenses have been paid from the Settlement Fund, the remaining amount – the Net Settlement Fund
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`– will be distributed pursuant to the Court-approved Plan of Allocation to eligible claimants who are
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`entitled to a distribution of at least $10.00, given the costs associated with making payments. Any
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`amount remaining following the distribution as a result of uncashed or returned checks will be
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`redistributed in an economically feasible manner, until it is no longer economical to make
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`distributions. The Plan of Allocation treats all Settlement Class Members equitably based on the
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`timing of their Nielsen common stock purchases, acquisitions and sales. The proposed Plan of
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`Allocation, which is set forth in the Notice, is comparable to plans of allocation approved in
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`numerous other securities class actions.
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`The proposed Settlement is a very good recovery on the claims asserted in this Action and is
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`in all respects fair, adequate, reasonable and in the best interests of the Settlement Class.
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`V.
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`PRELIMINARY APPROVAL IS WARRANTED AND WILL ALLOW
`PLAINTIFFS TO NOTIFY THE SETTLEMENT CLASS
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`In the Second Circuit, there is a “‘strong judicial policy in favor of settlements, particularly in
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`the class action context.’” Wal-Mart Stores, Inc. v. Visa U.S.A. Inc., 396 F.3d 96, 116-17 (2d Cir.
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`2005); see also In re Prudential Sec. Inc. Ltd. P’ships Litig., 163 F.R.D. 200, 209 (S.D.N.Y. 1995)
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`(“It is well established that there is an overriding public interest in settling and quieting litigation,
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`and this is particularly true in class actions.”).
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`Rule 23(e) of the Federal Rules of Civil Procedure requires judicial approval of a class action
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`settlement. Fed. R. Civ. P. 23(e) (“The claims . . . [of] a class proposed to be certified for purposes
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`of settlement . . . may be settled . . . only with the court’s approval.”). The approval process
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`typically takes place in two stages. See Deangelis v. Corzine, 151 F. Supp. 3d 356, 357 (S.D.N.Y.
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`2015). In the first stage, a court provides preliminary approval of the settlement and authorizes
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`notice of the settlement be given to the class. Id. at 357, Fed. R. Civ. P. 23(e)(1). In the second
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`stage, which will only come if the Court grants this motion, “the court holds a fairness hearing to
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`‘determine whether the settlement’s terms are fair, adequate, and reasonable.’” Dover v. British
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`Airways, PLC (UK), No. 12 CV 5567 (RJD) (CLP), 2018 U.S. Dist. LEXIS 174513, at *8 (E.D.N.Y.
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`Oct. 9, 2018).
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`Pursuant to recently amended Rule 23(e)(1), the preliminary approval of a settlement is
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`appropriate where “the parties . . . show[] that the court will likely be able to: (i) approve the
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`proposal under Rule 23(e)(2); and (ii) certify the class for purposes of judgment on the proposal.”
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`Fed. R. Civ. P. 23(e)(1)(B). Rule 23(e)(2), which governs final approval, identifies factors that
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`courts must consider in determining whether a class action settlement is “fair, reasonable, and
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`adequate”:
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`(A)
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`the class representatives and class counsel have adequately represented the
`class;
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`(B)
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`(C)
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`the proposal was negotiated at arm’s length;
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`the relief provided for the class is adequate, taking into account:
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`(i)
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`(ii)
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`(iii)
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`the costs, risks, and delay of trial and appeal;
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`the effectiveness of any proposed method of distributing relief to the
`class, including the method of processing class-member claims;
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`the terms of any proposed award of attorney’s fees, including timing
`of payment; and
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`(iv)
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`any agreement required to be identified under Rule 23(e)(3);3 and
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`(D)
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`the proposal treats class members equitably relative to each other.
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`Fed. R. Civ. P. 23(e)(2).4
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`The Rule 23(e) factors are not intended to “displace” any previously adopted factors but
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`“rather to focus the court and the lawyers on the core concerns of procedure and substance that
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`3 Here, on February 21, 2022, the Parties entered into a settlement term sheet and on March 15,
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`2022, they entered into the Stipulation and a confidential Supplemental Agreement Regarding
`Requests for Exclusion, (the “Supplemental Agreement”). See Stipulation, ¶39. The Supplemental
`Agreement sets forth the conditions under which Defendants have the right to terminate the
`Settlement in the event that requests for exclusion from the Settlement Class exceed a certain agreed-
`upon threshold. As is standard in securities class actions, the Supplemental Agreement is kept
`confidential in order to avoid incentivizing the formation of a group of opt-outs for the sole purpose
`of leveraging a larger individual settlement. See, e.g., Manual for Complex Litigation, §21.631 at
`319 (4th ed. 2004) (“Opt-out agreements, in which a defendant conditions its agreement on a limit
`on the number or value of opt outs, that will vitiate a settlement might encourage third parties to
`solicit class members to opt out. A common practice is to receive information about such agreements
`in camera.”); In re HealthSouth Corp. Sec. Litig., 334 F. App’x. 248, 250 n.4 (11th Cir. 2009) (“The
`threshold number of opt outs required to trigger the blow provision is typically not disclosed and is
`kept confidential to encourage settlement and discourage third parties from soliciting class members
`to opt out.”). Pursuant to its terms, the Supplemental Agreement may be submitted to the Court in
`camera or under seal. The Supplemental Agreement, Stipulation, and Term Sheet are the only
`agreements concerning the Settlement entered into by the Parties.
`4 In assessing these core factors at the final approval stage, the Court may also consider the
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`Second Circuit’s long-standing approval factors, many of which overlap with the Rule 23 factors: (1)
`the complexity, expense and likely duration of the litigation; (2) the reaction of the class; (3) the
`stage of the proceedings and the amount of discovery completed; (4) the risks of establishing liability
`and damages; (5) the risks of maintaining the class action through the trial; (6) the ability of the
`defendants to withstand a greater judgment; and (7) the range of reasonableness of the settlement
`fund in light of the best possible recovery and the attendant risks of litigation. See Detroit v.
`Grinnell Corp., 495 F.2d 448, 463 (2d Cir. 1974).
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`Case 1:18-cv-07143-JMF Document 132 Filed 03/15/22 Page 14 of 29
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`should guide the decision whether to approve the proposal.” Advisory Committee’s Notes to the
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`2018 Amendments to the Federal Rules of Civil Procedure. Likewise, “[i]n finding that a settlement
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`is fair, not every factor must weigh in favor of settlement, ‘rather the court should consider the
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`totality of these factors in light of the particular circumstances.’” In re Glob. Crossing Sec. & ERISA
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`Litig., 225 F.R.D. 436, 456 (S.D.N.Y. 2004).
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`Here, Plaintiffs are requesting only that the Court take the first step in the settlement approval
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`process and grant preliminary approval of the proposed Settlement. As stated above, the proposed
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`Settlement is unquestionably beneficial to the Settlement Class and plainly “within the range of
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`possible approval.” In re Initial Pub. Offering Sec. Litig., 243 F.R.D. 79, 87 (S.D.N.Y. 2007).
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`A.
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`The Rule 23(e)(2) Factors Are Satisfied
`1.
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`Plaintiffs and Their Counsel Have Adequately
`Represented the Settlement Class
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`Plaintiffs’ interests in this case are directly aligned with those of the other Settlement Class
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`Members. Plaintiffs have demonstrated their ability and willingness to pursue the Action on the
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`Settlement Class’s behalf through their active involvement, including by searching for and producing
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`documents, sitting for depositions, reviewing numerous filings, and approving the Settlement.
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`Plaintiffs and their counsel zealously advocated for the interests of Settlement Class Members and
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`have obtained an excellent result. Plaintiffs’ decision to settle this case was informed by a thorough
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`investigation of the relevant claims; robust fact and expert discovery; extensive briefing on the
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`motions to dismiss and for class certification; and participation in a robust and arm’s-length
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`mediation process. The Settlement is demonstrably the product of well-informed and vigorous
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`advocacy on behalf of Settlement Class Members. Accordingly, this factor weighs in favor of
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`approval.
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`Case 1:18-cv-07143-JMF Document 132 Filed 03/15/22 Page 15 of 29
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`2.
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`The Proposed Settlement Is the Result of Good Faith,
`Arm’s-Length Negotiations
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`Courts presume a proposed settlement is fair and reasonable when it is the result of arm’s-
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`length negotiations among counsel. See Wal-Mart, 396 F.3d at 116. As described above, the
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`Settlement was reached only after extensive, arm’s-length negotiations before Judge Phillips, a
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`nationally recognized mediator experienced in securities class actions and former federal judge. See,
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`e.g., D’Amato v. Deutsche Bank, 236 F.3d 78, 85 (2d Cir. 2001) (stating that a “mediator’s
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`involvement in . . . settlement negotiations helps to ensure that the proceedings were free of
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`collusion and undue pressure”); In re Delphi Corp. Sec., Derivative & ERISA Litig., 248 F.R.D. 483,
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`498 (E.D. Mich. 2008) (“[T]he Court and the parties have had the added benefit of the insight and
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`considerable talents of a former federal judge who is one of the most prominent and highly skilled
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`mediators of complex actions.”). The Parties engaged in good faith negotiations at two mediation
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`sessions that included the exchange of evidentiary material. After three additional weeks of arm’s-
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`length negotiations, the Parties reached an agreement in principle to settle the Action.
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`In addition, the Parties and their counsel were knowledgeable about the strengths and
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`weaknesses of the case prior to deciding to settle. Plaintiffs agreed to settle after fact discovery was
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`nearly complete and expert discovery was underway. Plaintiffs’ Counsel analyzed more than
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`880,000 pages of documents produced by Defendants and third parties and also reviewed and
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`analyzed privilege logs provided by Defendants. Plaintiffs took 14 fact depositions and received and
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`reviewed Defendants’ responses and objections to interrogatories. Plaintiffs also produced 40,000
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`pages of documents to Defendants, responded to Defendants’ interrogatories and provided
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`deposition testimony. Plaintiffs and their counsel therefore had an adequate basis for assessing the
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`strength of the Settlement Class’s claims and Defendants’ defenses when they agreed to the
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`Settlement. These circumstances confirm the presumption of fairness of the proposed Settlement.
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`Case 1:18-cv-07143-JMF Document 132 Filed 03/15/22 Page 16 of 29
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`3.
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`The Relief Provided by the Settlement Is Adequate When
`Weighed Aga