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UNITED STATES DISTRICT COURT

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CENTRAL DISTRICT OF CALIFORNIA

10 VANCOUVER ALUMNI ASSET Master File No. 16-cv-02942-DSF-KS 11 HOLDINGS INC., Individually and on Behalf of All Others Similarly Situated, 12 Plaintiffs, 13 v. 14

DAIMLER AG, DIETER ZETSCHE,

15 BODO UEBBER, and THOMAS

WEBER,

16 Defendants. 17 MARIA MUNRO, Individually and on Case No. 16-cv-03412-DSF-KS 18 Behalf of All Others Similarly Situated,

19 Plaintiffs,

20 v. ORDER AWARDING ATTORNEYS’

FEES AND PAYMENT OF

21 DAIMLER AG, DIETER ZETSCHE, EXPENSES BODO UEBBER, and THOMAS 22 WEBER,

23 Defendants. 24

25 26 27 1 On December 14, 2020, this Court held a hearing to determine, among other 2 things, whether and in what amount to award Lead Counsel in the above-captioned 3 consolidated securities class action (the “Action”) fees and litigation expenses 4 directly relating to the representation of the Settlement Class. The Court having 5 considered all matters submitted to it at the hearing and otherwise; and it 6 appearing that a notice of the hearing substantially in the form approved by the 7 Court (the “Notice”) was mailed to all reasonably identified Settlement Class 8 Members; and that a summary notice of the hearing (the “Summary Notice”), 9 substantially in the form approved by the Court, was published in The Wall Street 10 Journal and transmitted over PR Newswire; and the Court having considered and 11 determined the fairness and reasonableness of the award of attorneys’ fees and 12 expenses requested; 13 NOW, THEREFORE, IT IS ORDERED, ADJUDGED, AND DECREED 14 that: 15 1. The Court has jurisdiction over the subject matter of this Action and 16 over all Parties to the Action, including all Settlement Class Members who have 17 not timely and validly requested exclusion, Plaintiffs’ Counsel, and the Claims 18 Administrator. 19 2. All capitalized terms used in this Order have the meanings set forth 20 and defined in the Stipulation and Agreement of Settlement, dated April 20, 2020 21 (the “Stipulation”), as amended by the Parties’ Agreement Regarding 22 Amendments to the Stipulation and Agreement of Settlement, dated September 14, 23 2020. 24 3. Notice of Lead Counsel’s application for attorneys’ fees and payment 25 of expenses was given to all Settlement Class Members who could be identified 26 with reasonable effort. The form and method of notifying the Settlement Class of 27 the application for attorneys’ fees and expenses met the requirements of Rules 23 1 Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7), as amended by the Private 2 Securities Litigation Reform Act of 1995 (“PSLRA”), and due process, and 3 constituted the best notice practicable under the circumstances, and due and 4 sufficient notice to all persons and entities entitled to notice. 5 4. Lead Counsel is awarded, on behalf of all Plaintiffs’ Counsel, 6 attorneys’ fees in the amount of $4,712,328.411, plus accrued interest, and 7 payment of litigation expenses in the amount of $150,686.35, plus accrued 8 interest, which sums the Court finds to be fair and reasonable. 9 5. The award of attorneys’ fees and litigation expenses may be paid to 10 Lead Counsel from the Settlement Fund immediately on entry of this Order, 11 subject to the terms, conditions, and obligations of the Stipulation, which terms, 12 conditions, and obligations are incorporated herein. 13 6. In making this award of attorneys’ fees and payment of expenses to 14 be paid from the Settlement Fund, the Court has analyzed the factors considered 15 within the Ninth Circuit and found that: 16 (a) The Settlement has created a common fund of $19 million in 17 cash and that numerous Settlement Class Members who submit acceptable Claim 18 Forms will benefit from the Settlement created by the efforts of counsel; 19 (b) The requested attorneys’ fees and payment of expenses have 20 been reviewed and approved as fair and reasonable by Lead Plaintiff, a 21 sophisticated institutional investor that was directly involved in the prosecution 22 and resolution of the Action and which has a substantial interest in ensuring that 23 any fees paid to counsel are duly earned and not excessive; 24 (c) Plaintiffs’ Counsel undertook the Action on a contingent 25 basis, and have received no compensation during the Action, and any fee and 26 expense award has been contingent on the result achieved; 27 1 1 (d) The Action involves complex factual and legal issues and, in 2 the absence of settlement, would involve lengthy proceedings whose resolution 3 would be uncertain; 4 (e) Plaintiffs’ Counsel conducted the Action and achieved the 5 Settlement with skillful and diligent advocacy; 6 (f) Plaintiffs’ Counsel have established that a lodestar cross- 7 check supports the requested fee award, which includes a reasonable multiplier, 8 especially considering that further services must be provided to effectuate the 9 Settlement; 10 (g) The amount of attorneys’ fees awarded is fair and reasonable 11 and consistent with the 25% benchmark established by the Ninth Circuit Court of 12 Appeals and fee awards approved by courts within the Ninth Circuit with similar 13 recoveries; 14 (h) Notice was disseminated to putative Settlement Class 15 Members stating that Lead Counsel would be submitting an application for 16 attorneys’ fees in an amount not to exceed 30% of the Settlement Fund, which 17 includes accrued interest, and payment of litigation expenses incurred in 18 connection with the prosecution of this Action not to exceed $300,000, plus 19 accrued interest; and 20 (i) There were no objections to the application for attorneys’ fees 21 or expenses. 22 7. Lead Plaintiff’s request for reimbursement in the amount of $4,000 as 23 “lost wages” for the time its Executive Director Christine Gierer spent on 24 “litigation related activities” is denied. The Court finds that the time and effort of 25 a salaried employee of an institutional plaintiff do not qualify as “reasonable costs 26 27 1 and expenses (including lost wages)”2 within the meaning of 15 U.S.C.A. § 78u- 2 4(a)(4). 3 (a) Neither Lead Plaintiff nor Gierer herself identifies any “lost 4 sales commissions, lost earning opportunities, out-of-pocket expenses, . . . 5 employer-granted vacation time,” or any other lost “work or other earning 6 opportunity” that it or she sustained in order to participate in this litigation. See 7 In re Yahoo! Inc. Sec. Litig., No. 17-CV-00373-LHK, 2018 WL 4283377, at *2 8 (N.D. Cal. Sept. 7, 2018). Even if “costs and expenses (including lost wages)” 9 did cover Gierer’s time and effort, the reimbursement would not go to Gierer, 10 who spent time on the case, because she is not the Lead Plaintiff. See 11 Schueneman v. Arena Pharm., Inc., No. 310CV01959CABBLM, 2019 WL 12 6700880, at *1 (S.D. Cal. Dec. 9, 2019) (“Schwartz’s generalized statement that 13 he would have spent the time he spent on this case “on other work” fails to 14 provide any basis for determining whether Schwartz, as opposed to his company, 15 lost any wages or income as a result of the time spent on this case.”). 16 (b) Cases involving individual lead plaintiffs are inapplicable 17 here. In addition, as the Court stated at the hearing, orders in cases awarding a 18 dollar amount for costs and expenses without identifying the basis for those costs 19 and expenses are not helpful in the absence of the underlying requests. Lead 20 Plaintiff did not supply the underlying documentation for the requests in those 21 other cases. 22 (c) Lead Plaintiff fails to submit any time records or proof of 23 expenses. And Gierer’s request, based on a “conservative estimate” of hours 24 spent on the case and an effective rate based on her salary, is not tied to any 25 specific “regular business” Gierer would have attended to or to any specific 26 monetary loss to the Lead Plaintiff as an institution. 27 l 8. Any appeal or challenge affecting this Court’s approval of any 2 || attorneys’ fee or expense application shall in no way disturb or affect the finality 3 || of the Judgment entered with respect to the Settlement. 4 9. Exclusive jurisdiction is retained over the subject matter of this 5 || Action and over all parties to the Action, including the administration of the 6 || Settlement. 7 || In the event that the Settlement is terminated or does not become Final or the Effective g || Date does not occur in accordance with the terms of the Stipulation, this Order shall be 9 || rendered null and void to the extent provided by the Stipulation and shall be vacated in 10 accordance with the Stipulation. 11 IT IS SO ORDERED. 12 || DATED: December 22, 2020 tO ' ) £, 3 hiioe A. J Lace Honorable Dale S. Fischer 14 UNITED STATES DISTRICT JUDGE 15 16 17 18 19 20 21 22 23 24 25 26 27 28 □