IN THE CIRCUIT COURT FOR BALTIMORE CITY, MARYLAND ) ) ) ) ) ) ) * * * * * * * * * * *

Size: px

Start display at page:

Download "IN THE CIRCUIT COURT FOR BALTIMORE CITY, MARYLAND ) ) ) ) ) ) ) * * * * * * * * * * *"

Kristopher Cole
7 years ago
Views:

1 IN THE CIRCUIT COURT FOR BALTIMORE CITY, MARYLAND Bernice Polage, et al., v. Christopher H. Cole, et al. CONSOLIDATED C.A. No. 24-C * * * * * * * * * * * ORDER ON PRELIMINARY APPROVAL OF DERIVATIVE AND CLASS ACTION SETTLEMENT AND CLASS CERTIFICATION WHEREAS, the parties to the above-captioned consolidated derivative and class action (the Action have agreed to settle the Action; and WHEREAS, Plaintiffs and Defendants have applied pursuant to Maryland Rules 2-231(c and 2-231(h for an Order approving the proposed settlement of the Action and determining certain matters in accordance with the Stipulation and Release and Agreement of Compromise and Settlement, entered into by the settling parties, dated August 14, 2014 (the Stipulation or Settlement Agreement, and for the dismissal of the Action upon the terms and conditions set forth in the Stipulation. 1 NOW, after review and consideration of the Stipulation filed with the Court and the exhibits annexed thereto, a copy of which is annexed hereto, and after due deliberation, IT IS HEREBY ORDERED AND ADJUDGED this 25th day of August, 2014, that: 1. For purposes of settlement only, the class action claims in the Action shall be maintained as a non-opt-out class action under Maryland Rules 2-231(a, 2-231(b(1 and 2-1 Capitalized terms (other than proper nouns that are not defined herein shall have the meanings set forth in the Stipulation.

2 231(b(2 of the Maryland Rules of Civil Procedure on behalf of the following class (the Class : All persons or entities who held shares of CREI common stock, either of record or beneficially, at any time between March 5, 2013 and February 7, 2014, including any and all of their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under any of them, other than the Defendants, their subsidiary companies, affiliates, assigns, and members of their immediate families, as the case may be. For purposes of the Settlement only, the Action shall be certified as a non-opt-out class action pursuant to Maryland Rules 2-231(a, 2-231(b(1 and 2-231(b(2. 2. The Court preliminarily approves the Stipulation and the Settlement set forth therein, and finds preliminarily and for purposes of settlement only, that each of the requirements of Maryland Rules 2-231(a, 2-231(b(1 and 2-231(b(2 have been satisfied, in that (1 the Class is so numerous that joinder of all members is impracticable, (2 there are questions of law or fact common to the Class, (3 the claims or defenses of the representative parties are typical of the claims or defenses of the Class, (4 the representative parties will fairly and adequately protect the interests of the Class, (5 the requirements of Maryland Rule 2-231(b(1 & (2 are satisfied. Such preliminary approval and findings are subject to further reconsideration at the Settlement Hearing, as defined and described below. 3. A hearing (the Settlement Hearing will be held on December 12, 2014, at 9:30 a.m., in the Circuit Court for Baltimore City, Maryland at 110 North Calvert Street Room 428M, Baltimore Maryland, 21202, to: (a consider whether the Class should be certified permanently, for purposes of settlement, (b determine whether to certify plaintiffs Dan Bauer and Bernice Polage as Class Representatives and Brower Piven, A Professional Corporation and Kessler Topaz Meltzer & Check, LLP as Counsel for the Class, (c determine whether the Court should approve the settlement as fair, reasonable and adequate and in the best interests of CREI Page 2 of 6

3 and the Class, (d determine whether final judgment should be entered dismissing the Action and the Released Claims as to the Released Persons with prejudice as against Plaintiffs and the Class, releasing the Released Claims, and barring and enjoining prosecution of any and all Released Claims (as provided in the Stipulation and (e consider other matters, including a request by Co- Lead Counsel for attorneys fees and expenses on behalf of Plaintiffs counsel, such attorneys fees and expenses (if and only if awarded by this Court to be paid from the Settlement Fund. The Court may adjourn and reconvene the Settlement Hearing without further notice to members of the Class other than by oral announcement at the Settlement Hearing or any adjournment thereof. 4. The Court may approve the settlement, according to the terms and conditions of the Stipulation, as it may be modified by the parties thereto, with or without further notice to Class Members. Further, the Court may render its final judgment dismissing the Action against the Defendants and the Released Claims with prejudice (as provided in the Stipulation, approving releases by Plaintiffs and the Class of claims against the Released Persons, and ordering the payment of attorneys fees and expenses, all without further notice. 5. The Court approves, in form and substance, the Notice of Pendency of Derivative and Class Action, Proposed Settlement, Settlement Hearing and Right to Appear (the Notice substantially in the form attached as Exhibit D to the Stipulation. The Court finds the mailing of the Notice in substantially the manner set forth in paragraph 6 of this Order constitutes the best notice practicable under the circumstances to all persons entitled to such notice of the Settlement Hearing and the proposed Settlement, and meets the requirements of Maryland Rule and of due process. Page 3 of 6

4 6. At least sixty (60 days before the Settlement Hearing, by October 7, 2014, CREI shall cause the Notice to be mailed by United States mail, first class, postage pre-paid, to each person who is shown on the records of CREI, its successors-in-interest or their respective transfer agents, to be a record owner of any shares of common stock of CREI (the Shares at any time between and including March 5, 2013, through February 7, 2014, at his, her, or its last known address appearing in the stock transfer records maintained by or on behalf of CREI. All record holders in the Class who were not also the beneficial owners of any Shares held by them of record shall be requested in the Notice to (i forward the Notice to such beneficial owners of those Shares or (ii return promptly to the Settlement Administrator all information reasonably needed to permit the Settlement Administrator to forward the Notice to such beneficial owners of those Shares. CREI shall use reasonable efforts to give notice to such beneficial owners by causing additional copies of the Notice (a to be made available to any record holder who, prior to the Settlement Hearing, requests the same for distribution to beneficial owners, or (b to be mailed to beneficial owners whose names and addresses CREI received from record owners. 7. At least ten (10 business days before the date of the Settlement Hearing, by November 25, 2014, counsel for CREI shall file with the Court proof of mailing of the Notice. Plaintiffs shall file and serve their opening brief in support of the Settlement and Co-Lead Counsel s application for attorneys fees and expenses no later than thirty (30 calendar days prior to the Settlement Hearing, by October 31, Plaintiffs shall file any supplemental briefing no later than seven (7 calendar days prior to the Settlement Hearing, by December 4, At the Settlement Hearing, any member of the Class who desires to do so may appear personally or by counsel, and show cause, if any, why the Class should not be Page 4 of 6

5 permanently certified, pursuant to Maryland Rules 2-231(a, 2-231(b(1 and 2-231(b(2; why the settlement of the Action in accordance with and as set forth in the Stipulation should not be approved as fair, reasonable, and adequate and in the best interests of CREI and the Class; why judgment should not be entered in accordance with and as set forth in the Stipulation; or why the Court should not grant an award of attorneys fees and expenses to Co-Lead Counsel on behalf of all Plaintiffs counsel; provided, however, that unless the Court in its discretion otherwise directs, no Class Member, or any other person, shall be entitled to contest the approval of the terms and conditions of the Settlement or (if approved the judgment to be entered thereon, or the allowance of fees and expenses to Co-Lead Counsel, and no papers, briefs, pleadings or other documents submitted by any member of the Class or any other person (excluding a party to the Stipulation shall be received or considered, except by order of the Court for good cause shown, unless, no later than November 21, 2014, such person files with the Clerk in the Court at Circuit Court for Baltimore City, Courthouse East Room 209, 111 North Calvert Street, Baltimore, Maryland 21202, and serves upon the attorneys listed below: (a a written notice of intention to appear; (b proof of membership in the Class; (c a statement of objections to any matter before the Court; and (d the grounds therefore or the reasons for wanting to appear and be heard, as well as all documents or writings the Court shall be asked to consider. These writings must be served by U.S. mail or other form of hand delivery upon the following attorneys, with a convenience copy to the chambers of Hon. Pamela J. White, Part 7, Circuit Court for Baltimore City, Room 428M, 110 N. Calvert Street, Baltimore Maryland, 21202: Page 5 of 6

6 BROWER PIVEN, A Professional Corporation Charles J. Piven 1925 Old Valley Road Stevenson, MD WACHTELL, LIPTON, ROSEN & KATZ Andrew J. H. Cheung 51 West 52 nd Street New York, NY DUANE MORRIS LLP Rebecca M. Lamberth 1075 Peachtree Street NE, Suite 2000 Atlanta, GA Any person who fails to object in the manner described above shall be deemed to have waived the right to object (including any right of appeal and shall be forever barred from raising such objection in this or any other action or proceeding. Class Members who do not object need not appear at the Settlement Hearing or take any other action to indicate their approval. 10. Institution or prosecution of any action or claim that is subject to the release, dismissal or bar provisions in the Stipulation is hereby enjoined pending further order of the Court. 11. All proceedings in the Action, other than proceedings as may be necessary to carry out the terms and conditions of the Stipulation, are hereby stayed and suspended until further order of this Court. The Honorable Pamela J. White, Part 7 Circuit Court for Baltimore City Page 6 of 6

Case3:12-cv-05980-CRB Document265 Filed07/20/15 Page2 of 12

Case3:12-cv-05980-CRB Document265 Filed07/20/15 Page2 of 12 Case:-cv-00-CRB Document Filed0// Page of UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION 0 IN RE HP SECURITIES LITIGATION, This Document Relates To: All Actions MASTER