1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS IN RE WALGREEN CO. STOCKHOLDER LITIGATION : : : : : : : : : : Civil Action No. 1:14-cv-09786 CLASS ACTION Judge Joan B. Gottschall November 20, 2015 Hearing Date DECLARATION OF MARK B. GOLDSTEIN 1. I am an attorney at the law firm of Pomerantz LLP, and I am one of the attorneys representing Plaintiffs and the Settlement Class in the above-captioned litigation. I make this Declaration, based on personal knowledge of which I am competent to testify, in connection with the Memorandum of Law in Support of Plaintiffs’ Unopposed Motion for an Award of Attorneys’ Fees and Expenses and the Memorandum of Law in Support of Plaintiffs’ Unopposed Motion for Final Approval of the Class Action Settlement. 2. Attached hereto as Exhibit A is a true and correct copy of the Proposed Order and Final Judgement. 3. Attached hereto as Exhibit B is a true and correct copy of the letter of objection from Paul Copeland. 4. Attached hereto as Exhibit C is a true and correct copy of the Karen Sloan National Law Journal article: $1,000 Per Hour Isn’t Rare Anymore dated January 13, 2014. 5. Attached hereto as Exhibit D is a true and correct copy of In re Platinum & Palladium Commod. Litig., 828 F. Supp 2d 588 (S.D.N.Y. 2011). Case: 1:14-cv-09786 Document #: 47 Filed: 10/30/15 Page 1 of 3 PageID #:648
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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
IN RE WALGREEN CO. STOCKHOLDER LITIGATION
: : : : : : : : : :
Civil Action No. 1:14-cv-09786 CLASS ACTION Judge Joan B. Gottschall November 20, 2015 Hearing Date
DECLARATION OF MARK B. GOLDSTEIN
1. I am an attorney at the law firm of Pomerantz LLP, and I am one of the attorneys
representing Plaintiffs and the Settlement Class in the above-captioned litigation. I make this
Declaration, based on personal knowledge of which I am competent to testify, in connection with
the Memorandum of Law in Support of Plaintiffs’ Unopposed Motion for an Award of Attorneys’
Fees and Expenses and the Memorandum of Law in Support of Plaintiffs’ Unopposed Motion for
Final Approval of the Class Action Settlement.
2. Attached hereto as Exhibit A is a true and correct copy of the Proposed Order and
Final Judgement.
3. Attached hereto as Exhibit B is a true and correct copy of the letter of objection
from Paul Copeland.
4. Attached hereto as Exhibit C is a true and correct copy of the Karen Sloan National
Law Journal article: $1,000 Per Hour Isn’t Rare Anymore dated January 13, 2014.
5. Attached hereto as Exhibit D is a true and correct copy of In re Platinum &
Palladium Commod. Litig., 828 F. Supp 2d 588 (S.D.N.Y. 2011).
of the Notice to the Class filed with the Court by counsel for Walgreens Boots Alliance, Inc.
(“WBA”) on _________________, 2015, is hereby determined to be appropriate and reasonable
notice under the circumstances, satisfying Fed. R. Civ. P. 23 (“Rule 23”), due process, and
applicable law.
4. The Court finds that the Class Action is a proper class action, for settlement
purposes only, and hereby certifies the Action as a class action under Rules 23(a) and (b)(1)
and/or (b)(2) on behalf of the following non-opt-out class (the “Settlement Class”):
all record holders and beneficial holders of any shares of common stock ofWalgreen Co. (“Walgreen”) and any and all of their successors in interest,predecessors, representatives, trustees, executors, administrators, heirs,assigns or transferees, immediate and remote, and any Person or entityacting for or on behalf of, or claiming under, any of them, and each ofthem, at any time between and including August 5, 2014 and December31, 2014 (the date of the closing of the Reorganization and Step 2Acquisition) (the “Class Period”), excluding Defendants, members of theimmediate families of the Individual Defendants, and any Person, firm,trust, corporation or other entity related to, controlled by, or affiliatedwith, any Defendant, and the legal representatives, heirs, successors, andassigns of any such excluded persons.
5. Specifically, the Court finds, for the sole purpose of settlement, that: (a) the
Settlement Class is so numerous that joinder of all members is impracticable, thus Rule 23(a)(1)
is satisfied; (b) there are questions of fact or law common to the Settlement Class, thus Rule
23(a)(2) is satisfied; (c) the claims of James Hays and Richard Potocki, the conditionally
certified Class Representatives, are typical of the claims of the Settlement Class, thus Rule
23(a)(3) is satisfied; (d) Plaintiffs and their counsel have and will fairly and adequately protect
the interests of the Settlement Class, thus Rule 23(a)(4) is satisfied; and (e) in accordance with
Rule 23(b)(1), a class action provides a fair and efficient method for adjudication of the
controversy because the prosecution of separate actions by individual members of the Settlement
Class would create a risk of inconsistent adjudications that would establish incompatible
No. 1:15-cv-03187-SJC-MMR, including any of the individual actions consolidated
thereunder, to the extent such claims are not based on alleged misstatements or omissions
contained in the November 23, 2014 Schedule 14A Definitive Proxy Statement or any
amendments thereto.
(b) “Unknown Claims” means any claim with respect to the subject matter of
the Settled Claims that the Released Persons or Plaintiffs or members of the Settlement
Class do not know or suspect exists in his, her, or its favor at the time of the release of the
Settled Claims, including without limitation, those which, if known, might have affected
the decision to enter into the Settlement or might have affected the decision not to object
to the Settlement. With respect to any of the Settled Claims, the Parties stipulate and
agree that upon the Effective Date, the Released Persons and Plaintiffs shall expressly
and each member of the Settlement Class shall be deemed to have, and by operation of
the Judgment shall have, expressly waived, relinquished, and released any and all
provisions, rights, and benefits conferred by or under California Civil Code section 1542
(or any similar, comparable, or equivalent law or provision), which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HERFAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTEDHIS OR HER SETTLEMENT WITH THE DEBTOR.
The Released Persons and Plaintiffs acknowledge, and members of the Settlement Class
shall be deemed to have acknowledged, that they may discover facts in addition to or
different from those now known or believed to be true with respect to the Settled Claims,
but that it is the intention of the Released Persons and Plaintiffs, and by operation of law
the members of the Settlement Class, to completely, fully, finally, and forever extinguish
and release any and all Settled Claims (including Unknown Claims as defined in this
The National Law Journal's survey of billing rates of the largest U.S. law firms provides the High and Low rates for partners and associates. Starting in 2007, associate class billing data was added to the report from those firms that establish rates based on associate class. The survey results also include:
High and low partner principal billing rates High and low associate principal billing rates Firm billing alternatives Associate & Partner billing averages and medians Firm wide billing averages and medians Methodology/Sources:
The National Law Journal asked respondents to its annual survey of the nation''s largest law firms (the NLJ 250) to provide a range of hourly billing rates for partners and associates. The firms that supplied this information—including some firms not in the NLJ 250*—are listed below. Firms were also asked to provide average and median billing rates. The data includes total number of attorneys at the firm, and the city of the firm''s principal or largest office.
The associate class chart includes a sampling of hourly rates charged by law firms that establish billing rates based on associate class.
Data for variations and alternatives to hourly billing rates is included where provided by responding firms. Firms were asked to differentiate between variations on the traditional billable hour (e.g.,discounted and blended hourly rates) and true alternatives to the billable hour (e.g., fixed or flat fees, contingency fees, hybrid fees and retrospective fees based on value). The percentages given denote the estimated portions of the firms'''''''' revenues obtained through each of these two categories.
* Not all firms opt to report billing information
30511797_1.xls/Methodology 1 of 1 8/8/2013/3:01 PM
HEADLINE: $1,000 Per Hour Isn't Rare Anymore; Nominal billing levels rise, but discounts ease blow.
BYLINE: KAREN SLOAN
BODY:
As recently as five years ago, law partners charging $1,000 an hour were outliers. Today, four-figure hourly rates for indemand partners at the most prestigious firms don't raise eyebrows-and afew top earners are closing in on $2,000 an hour.
These rate increases come despite hand-wringing over price pressures from clients amid a tougheconomy. But everrising standard billing rates also obscure the growing practice of discounts,falling collection rates, and slow march toward alternative fee arrangements.
Nearly 20 percent of the firms included in The National Law Journal's annual survey of large lawfirm billing rates this year had at least one partner charging more than $1,000 an hour. Gibson,Dunn & Crutcher partner Theodore Olson had the highest rate recorded in our survey, billing$1,800 per hour while representing mobile satellite service provider LightSquared Inc. in Chapter11 proceedings.
Of course, few law firm partners claim Olson's star power. His rate in that case is nearly the twicethe $980 per hour average charged by Gibson Dunn partners and three times the average $604hourly rate among partners at NLJ 350 firms. Gibson Dunn chairman and managing partner KenDoran said Olson's rate is "substantially" above that of other partners at the firm, and that thefirm's standard rates are in line with its peers.
"While the majority of Ted Olson's work is done under alternative billing arrangements, his hourlyrate reflects his stature in the legal community, the high demand for his services and the uniquevalue that he offers to clients given his extraordinary experience as a former solicitor general ofthe United States who has argued more than 60 cases before the U.S. Supreme Court and hascounseled several presidents," Doran said.
In reviewing billing data this year, we took a new approach, asking each firm on the NLJ 350-oursurvey of the nation's 350 largest firms by attorney headcount-to provide their highest, lowestand average billing rates for associates and partners. We supplemented those data through publicrecords. All together, this year's survey includes information for 159 of the country's largest lawfirms and reflects billing rates as of October.
The figures show that, even in a down economy, hiring a large law firm remains a pricey prospect.The median among the highest partner billing rates reported at each firm is $775 an hour, whilethe median low partner rate is $405. For associates, the median high stands at $510 and the lowat $235. The average associate rate is $370.
Multiple industry studies show that law firm billing rates continued to climb during 2013 despiteefforts by corporate counsel to rein them in. TyMetrix's 2013 Real Rate Report Snapshot foundthat the average law firm billing rate increased by 4.8 percent compared with 2012. Similarly, theCenter for the Study of the Legal Profession at the Georgetown University Law Center andThomson Reuters Peer Monitor found that law firms increased their rates by an average 3.5percent during 2013.
Of course, rates charged by firms on paper don't necessarily reflect what clients actually pay.Billing realization rates-which reflect the percentage of work billed at firms' standard rates- havefallen from 89 percent in 2010 to nearly 87 percent in 2013 on average, according to theGeorgetown study. When accounting for billed hours actually collected by firms, the realizationrate falls to 83.5 percent.
"What this means, of course, is that- on average- law firms are collecting only 83.5 cents forevery $1.00 of standard time they record," the Georgetown report reads. "To understand the fullimpact, one need only consider that at the end of 2007, the collected realization rate was at the92 percent level."
In other words, law firms set rates with the understanding that they aren't likely to collect thefull amount, said Mark Medice, who oversees the Peer Monitor Index. That index gauges thestrength of the legal market according to economic indicators including demand for legal services,productivity, rates and expenses. "Firms start out with the idea of, 'I want to achieve a certainrate, but it's likely that my client will ask for discounts whether or not I increase my rate,'"Medice said.
Indeed, firms bill nearly all hourly work at discounts ranging from 5 percent to 20 percent offstandard rates, said Peter Zeughauser, a consultant with the Zeughauser Group. Discounts canrun as high as 50 percent for matters billed under a hybrid system, wherein a law firm can earn apremium for keeping costs under a set level or for obtaining a certain outcome, he added. "Mostfirms have gone to a two-tier system, with what is essentially an aspirational rate that theyoccasionally get and a lower rate that they actually budget for," he said.
Most of the discounting happens at the front end, when firms and clients negotiate rates, Medicesaid. But additional discounting happens at the billing and collections stages. Handling alternativefee arrangements and discounts has become so complex that more than half of the law firms onthe Am Law 100-NLJ affiliate The American Lawyer's ranking of firms by gross revenue-havecreated new positions for pricing directors, Zeughauser said.
THE ROLE OF GEOGRAPHY
Unsurprisingly, rates vary by location. Firms with their largest office in New York had the highestaverage partner and associate billing rates, at $882 and $520, respectively. Similarly, TyMetrixhas reported that more than 25 percent of partners at large New York firms charge $1,000 per
Washington was the next priciest city on our survey, with partners charging an average $748 andassociates $429. Partners charge an average $691 in Chicago and associates $427. In LosAngeles, partners charge an average $665 while the average associate rate is $401.
Pricing also depends heavily on practice area, Zeughauser and Medice said. Bet-the-companypatent litigation and white-collar litigation largely remain at premium prices, while practicesincluding labor and employment have come under huge pressure to reduce prices.
"If there was a way for law firms to hold rates, they would do it. They recognize how sensitiveclients are to price increases," Zeughauser said. But declining profit margins-due in part to highertechnology costs and the expensive lateral hiring market-mean that firms simply lack the optionto keep rates flat, he said.
BILLING SURVEY METHODOLOGY
The National Law Journal's survey of billing rates of the largest U.S. law firms provides the high,low and average rates for partners and associates.
The NLJ asked respondents to its annual survey of the nation's largest law firms (the NLJ 350) toprovide a range of hourly billing rates for partners and associates as of October 2013.
For firms that did not supply data to us, in many cases we were able to supplement billing-ratedata derived from public records.
In total, we have rates for 159 of the nation's 350 largest firms.
Rates data include averages, highs and low rates for partners and associates. Information alsoincludes the average full-time equivalent (FTE) attorneys at the firm and the city of the firm'sprincipal or largest office.
We used these data to calculate averages for the nation as a whole and for selected cities.
Billing Rates at the Country's Priciest Law Firms
Here are the 50 firms that charge the highest average hourly rates for partners.
Billing Rates at the Country's Priciest Law FirmsFIRM NAME LARGEST
U.S.OFFICE*
AVERAGEFULL-TIMEEQUIVALENTATTORNEYS*
PARTNERHOURLYRATES
ASSOCIATEHOURLYRATES
AVERAGE HIGH LOWAVERAGE HIGH LOW* Full-time equivalent attorney numbers and the largest U.S. office are from the NLJ 350published in April 2013. For complete numbers, please see NLJ.com.** Firm did not exist in this form for the entire year.Debevoise &Plimpton
New York 615 $1,055 $1,075 $955 $490 $760 $120
Paul, Weiss, New York 803 $1,040 $1,120 $760 $600 $760 $250
IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYLVANIA
JORDAN DENNEY, ) ) Plaintiff, ) Civil Action No. 10-1154 ) v. ) Magistrate Judge Bissoon ) DAVID E. WALLACE, et al., ) ) Defendants. )
ORDER GRANTING FINAL APPROVAL OF SETTLEMENT AND JUDGMENT
This matter came before the undersigned for hearing, pursuant to the Preliminary
Approval Order1 dated June 27, 2011 (Doc. 49), on Plaintiff’s unopposed Motion for Approval
of the Settlement set forth in the Stipulation, and due and adequate notice having been given to
the Settlement Class as required in said Preliminary Approval Order, and the Court having
considered all papers and proceedings had herein and otherwise being fully informed in the
premises and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED,
AND DECREED that:
1. This Court has jurisdiction over the subject matter of the Action and over all
Parties to the Action, including the members of the Settlement Class.
1 Except as otherwise expressly provided below or as the context otherwise requires, all capitalized terms shall have the same meanings and/or definitions as set forth in the Stipulation and Agreement of Settlement dated June 7, 2011 (“Stipulation”), and filed with the Court on June 7, 2011. See Doc. 47.
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2. This Order Granting Final Approval of Settlement and Judgment incorporates and
makes a part hereof: (i) the Stipulation; and (ii) Court-approved Notice, which was filed with the
Court as Exhibit C to the Stipulation.2
3. The Notice of the Settlement given to the Settlement Class was the best notice
practicable under the circumstances. The Notice provided due and adequate notice of the Action
and of the matters set forth in the Stipulation, including the Settlement, to all Persons entitled to
such notices, and the Notice fully satisfied the requirements of Federal Rule of Civil Procedure
23 and due process, and any other applicable law, statute, or rule.
4. The Court finds that, in light of the Parties’ agreement to settle the claims alleged
in the Action, the Settlement Class preliminarily certified in the Preliminary Approval Order
meets all of the requirements of Federal Rule of Civil Procedure 23 for the reasons set out in the
Preliminary Approval Order. Therefore, for purposes of settlement only, the Court hereby
certifies a non-opt-out Settlement Class consisting of any and all record and beneficial holders of
Superior Well common stock, their respective successors, predecessors, representatives,
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, and each of them, together with
their predecessors and successors and assigns, who held Superior Well common stock on any
day during the period from August 12, 2010 to and including September 10, 2010, the effective
date of consummation of the Transaction, but excluding Defendants and Defendants’ affiliates.
2 For the purposes of this filing, “Judgment” means the instant ruling, not the Final Judgment Order entered pursuant to Rule 58 of the Federal Rules of Civil Procedure, filed contemporaneously herewith.
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5. The Court finds the Settlement is in all respects fair, reasonable, and adequate
with respect to the Settlement Class, and directs that the Settlement be consummated in
accordance with the terms and conditions set forth in the Stipulation, and hereby approves the
Settlement as set forth in the Stipulation.
6. The Court approves the amount of $475,000.00 for the payment of Plaintiff’s
attorneys’ fees and expenses and directs such payment to be transferred in accordance with the
terms and conditions set forth in the Stipulation.
7. Upon the Effective Date, Plaintiff and members of the Settlement Class shall be
deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled,
released, discharged, extinguished, and dismissed with prejudice completely, individually,
and collectively, the Released Claims (including Unknown Claims) against the Released Parties;
provided, however, that such release shall not affect any claims to enforce the terms of the
Stipulation or the Settlement.
8. The Court permanently bars and enjoins Plaintiff and all members of the
Settlement Class (and their predecessors, successors, and assigns) from commencing,
prosecuting, instigating or in any way participating in the commencement, prosecution or
instigation of any action asserting any Released Claims (including Unknown Claims),
either directly, representatively, derivatively, or in any other capacity, against any of the
Released Parties.
9. Upon the Effective Date, each of the Released Parties shall be deemed to have,
and by operation of the Judgment shall have, fully, finally, and forever settled, released,
discharged, extinguished, and dismissed with prejudice, completely, individually, and
collectively, Plaintiff, Plaintiff’s Counsel, and members of the Settlement Class, from all claims
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based upon or arising out of the institution, prosecution, assertion, settlement, or resolution of the
Action or the Released Claims; provided, however, that such release shall not affect any claims
to enforce the terms of the Stipulation or the Settlement.
10. Neither the Stipulation nor the Settlement contained therein, nor any act
performed or document executed pursuant to or in furtherance of the Stipulation or the
Settlement: (i) is or may be deemed to be or may be used as an admission of, or evidence of,
the validity or lack thereof of any Released Claim, or of any wrongdoing or liability of
Defendants, or (ii) is or may be deemed to be or may be used as an admission of, or evidence of,
any fault or omission of any of Defendants in any civil, criminal or administrative proceeding in
any court, administrative agency or other tribunal.
11. The Released Parties may file the Stipulation and/or the Judgment in any action
that may be brought against them in order to support a defense or counterclaim based on
principles of res judicata, collateral estoppel, release, good-faith settlement, judgment bar or
reduction, or any other theory of claim preclusion or issue preclusion or similar defense or
counterclaim.
12. Without affecting the finality of the Judgment in any way, the Court hereby
retains continuing jurisdiction over the Action and the Parties for: (i) implementation of the
Settlement; and (ii) all other proceedings related to the implementation and enforcement of the
terms of the Stipulation and/or the Settlement.
13. In the event that the Judgment is rendered or declared invalid by a court of
competent jurisdiction, such invalidation of such part or portion of the Stipulation should not
invalidate the remaining portions thereof, and they shall remain in full force and effect.
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14. The Court finds that during the course of the Action the Parties and their
respective counsel at all times acted professionally and in compliance with Federal Rule of Civil
Procedure 11, and all other similar statutes or court rules with respect to any claims or defenses
in the Action.
15. Without further order of the Court, the Parties may agree to reasonable extensions
of time to carry out any of the provisions of the Stipulation.
16. The Action is hereby dismissed as against Defendants with prejudice, and without
fees or costs (except as set forth in the Stipulation and paragraph 6 herein).
IT IS SO ORDERED.
September 9, 2011 s\Cathy Bissoon Cathy Bissoon United States Magistrate Judge cc (via ECF email notification): All Counsel of Record
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