Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 1 of 119 PageID: Exhibit 7D
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1 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 1 of 119 PageID: Exhibit 7D
2 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 2 of 119 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY IN RE SCHERING-PLOUGH CORPORATION/ENHANCE SECURITIES LITIGATION Civil Action No (DMC) (JAD) DECLARATION OF STEVEN J. TOLL IN SUPPORT OF CO-LEAD COUNSEL'S MOTION FOR AN A WARD OF ATTORNEYS' FEES AND REIMBURSEMENT OF LITIGATION EXPENSES FILED ON BEHALF OF COHEN MILSTEIN SELLERS & TOLL PLLC STEVEN J. TOLL, declares as follows: 1. I am a member of the law firm of Cohen Milstein Sellers & Toll PLLC. I submit this declaration in support of Co-Lead Counsel's application for an award of attorneys' fees in connection with services rendered in the above-captioned action (the Action"}, as well as for reimbursement of expenses incurred in connection with the Action. 2. My firm acted as one of Plaintiffs' Counsel in this Action. In this capacity, my firm performed the following tasks: We were involved in all aspects of this case working with co-lead counsel. Our principal tasks involved extensive document review of the massive production made by defendants, plus being involved in the entire mediation process. We also were involved in the drafting process of the Consolidated Amended Complaint. We spent thousands of hours reviewing voluminous material produced by defendants, which review helped identify important documents which added to the strength of the case. We also participated in many mediation sessions with the mediators and Plaintiffs' Co-lead Counsel.
3 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 3 of 119 PageID: The schedule attached hereto as Exhibit 1 is a detailed summary indicating the amount of time spent by each attorney and professional support staff employee of my finn who was involved in this Action and the lodestar calculation for those individuals based on my firm's 2013 billing rates. For personnel who are no longer employed by my firm, the lodestar calculation is based upon the billing rates for such personnel in his or her final year of employment by my finn. The schedule was prepared from contemporaneous daily time records regularly prepared and maintained by my firm. Time expended in preparing this application for fees and reimbursement of expenses has not been included in this request 4. The hourly rates for the attorneys and professional support staff in my firm included in Exhibit 1 are the same as the regular rates that would be charged for their services in non-contingent matters. 5. The total number of hours expended on this Action by my firm from its inception through and including May 31, 2013, is 7, The total lodestar for my firm for that period is $4,184,986.25, consisting of$4,1 74, for attorneys' time and $10, for professional support staff time. 6. My firm's lodestar figures are based upon the firm's billing rates, which rates do not include charges for expense items. Expense items are billed separately and such charges are not duplicated in my firm's billing rates. 7. As detailed in Exhibit my finn is seeking reimbursement for a total of $17, in unreimbursed expenses incurred in connection with the prosecution of this Action
4 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 4 of 119 PageID: from its inception through and including May 31, The expenses reflected in Exhibit 2 are presented in accordance with my firm's expense policies. 9. The expenses incurred in this Action are reflected on the books and records of my firm. These books and records are prepared from expense vouchers, check records and other source materials and are an accurate record of the expenses incurred. 10. With respect to the standing of my firm, attached hereto as Exhibit 3 1s a biography of my firm. I declare, under penalty of perjury, that the foregoing facts are true and correct. Executed on June 24, s
5 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 5 of 119 PageID: EXHIBIT 1
6 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 6 of 119 PageID: EXHIBIT 1 In re Schering-Piough Corporation/ENHANCE Securities Litigation, Civil Action No. 08-cv (DMC)(JAD) COHEN MILSTEIN SELLERS & TOLL PLLC TIME REPORT Inception through May 31, 2013 c HOURLY NAME - HOURS RATE! Partners Steven J. Toll $835 - Herbert E. Milstein $825 Marc I. Machiz 3.00j $765 Carol C. Gilden $735 Daniel S. Sommers $735. Joshua S. Devore 1.25 $570 Matthew K. Handley $520 Michael Eisenkraft $515 Of Counsel Cathy A. Torell $ ~ - Daniel Sigeln1an $625.~.~. ' Contract Attorne):S Dana Nash 3, $490 Nicholas Kalfa $485 Frank Schirripa, 2, $455 Paralegals Christopher Schennen 1.00 $245 Tyler Gaffuey 5.00 $245 Jonathan Tucker $210 LODESTAR 237, , , , , , , , , '762,530:00 245, ,094, , , Financial Anal~sts Alan Szydlowski 6.50 $495 Martin Wauck 2.50 $210 TOTALS 7, I 3, ,184,986.25
7 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 7 of 119 PageID: EXHIBIT 2
8 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 8 of 119 PageID: EXHIBIT2 In re Schering-Plough Corporation/ENHANCE Securities Litigation, Civil Action No. 08-cv~00397 (DMC)(JAD) COHEN MILSTEIN SELLERS & TOLL PLLC EXPENSE REPORT Inception through May 31,2013 CATEGORY AMOUNT Court Fees $ I Service of Process On Line Legal Research* $ On-Line Factual Research* ort Internal Copying tside Copying Out of Town Travel 13, Working Meals Court ReEorters and TranscriEts Deposition/Meeting Hosting Costs Special Publications ~ Experts Contributions to Litigation Fund I TOTAL EXPENSES: 17, * Charges reflected are for out~of-pocket payments to the vendors for research done in connection with this litigation. Online research is billed to each case based on actual time usage at a set charge by the vendor. There are no administrative charges included in these figures.
9 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 9 of 119 PageID: 25830
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81 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 81 of 119 PageID: Exhibit 7E
82 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 82 of 119 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY IN RE SCHERING-PLOUGH CORPORATION/ENHANCE SECURITIES LITIGATION Civil Action No (DMC) (JAD) DECLARATION OF JOHN G. CORLEW IN SUPPORT OF CO-LEAD COUNSEL'S MOTION FOR AN A WARD OF ATTORNEYS' FEES AND REIMBURSEMENT OF LITIGATION EXPENSES FILED ON BEHALF OF CORLEW MUNFORD & SMITH PLLC John G. Corlew, declares as follows: 1. I am a member of the law fum of Corlew Munford & Smith PLLC. I submit this declaration in support of Co-Lead Counsel's application for an award of attorneys' fees in connection with services rendered in the above-captioned action (the "Action"). 2. My firm acted as one of Plaintiffs' Counsel in this Action. In this capacity, my firm reviewed and analyzed documents. 3. The schedule attached hereto as Exhibit 1 is a detailed summary indicating the amount of time spent by each attorney and professional support staff employee of my firm who was involved in this Action who billed ten or more hours to the Action, and the lodestar calculation for those individuals based on my firm's 2013 billing rates. For personnel who are no longer employed by my firm, the lodestar calculation is based upon the billing rates for such personnel in his or her final year of employment by my firm. The schedule was prepared from contemporaneous daily time records regularly prepared and maintained by my firm. Time expended in preparing this application for fees and reimbursement of expenses has not been included in this request.
83 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 83 of 119 PageID: The hourly rates for the attorneys and professional support staff in my firm included in Exhibit 1 are the same as the regular rates that would be charged for their services in non-contingent matters. 5. The total number of hours expended on this Action by my firm from its inception through and including May 31, 2013, is The total lodestar for my firm for that period is $ , all ofwhich is for attorneys' time. 6. My firm has no unreimbursed expenses incurred in connection with the prosecution of this Action from its inception through and including May 31, With respect to the standing of my firm, attached hereto as Exhibit 2 is a brief biography of my firm and attorneys in my firm who were principally involved in this Action. I declare, under penalty of perjury, that the foregoing facts are true and correct. Executed 1t on June1.~, 2013.
84 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 84 of 119 PageID: EXHIBIT 1
85 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 85 of 119 PageID: EXHIBIT 1 In re Schering-Plough Corporation/ENHANCE Securities Litigation, Civil Action No. 08-cv (DMC)(JAD) CORLEW MUNFORD & SMITH PLLC TIME REPORT Inception through May 31,2013 HOURLY NAME HOURS RATE Associates Tiffany M. Graves $225 LODESTAR $9, TOTALS $9,090.00
86 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 86 of 119 PageID: 25907
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92 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 92 of 119 PageID: Exhibit 8
93 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 93 of 119 PageID: In re Schering-Plough Corporation/ENHANCE Securities Litigation, Civil Action No. 08-cv (DMC)(JAD) SUMMARY OF PLAINTIFFS COUNSEL S EXPENSES Inception through May 31, 2013 CATEGORY AMOUNT Court Fees $ 4, Service of Process 3, PSLRA Notice Costs 1, On-Line Legal Research 170, On-Line Factual Research 53, Telephone/Faxes 5, Postage & Express Mail 11, Hand Delivery Charges 1, Local Transportation 73, Internal Copying (including microfilm/videotape/disc) 214, Outside Copying 84, Out of Town Travel 102, Working Meals 35, Depositions/Meetings Hosting 12, Court Reporters and Transcripts 140, Special Publications 2, Document Storage & Retrieval Experts/Consultants 1,866, Trial/Jury Consultant 358, Document Management/Litigation Support 325, Mediation Fees 146, Translation Services 2, Investigation 1, TOTAL EXPENSES: $3,620, #732985
94 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 94 of 119 PageID: Exhibit 9
95 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 95 of 119 PageID: In re Schering-Plough Corporation/ENHANCE Securities Litigation, Civil Action No. 08-cv (DMC)(JAD) CONTRIBUTIONS TO AND EXPENDITURES FROM THE SCHERING LITIGATION FUND For Expenses Incurred from Inception through May 31, 2013 CONTRIBUTIONS: Firm Amount Bernstein Litowitz Berger & Grossmann LLP $1,195, Labaton Sucharow LLP 1,193, TOTAL CONTRIBUTED: $2,389, DISBURSEMENTS: Category of Expense Amount Expended Experts $1,409, Trial/Jury Consultant 358, Service of Process 1, Outside Copying 57, Court Reporters & Transcripts 24, Deposition Hosting 2, Mediation Fees 20, Contributions to Merck-Schering Joint Litigation Fund 515, TOTAL DISBURSED: $2,389, BALANCE:* $ * The balance in the litigation fund will be used towards the outstanding invoices for expenses incurred. The amount reflected for outstanding invoices in Exhibit 2 to the Affidavit of Salvatore J. Graziano (Exhibit 7A to the Joint Declaration) has been reduced by the amount of the balance in the litigation fund. #732663
96 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 96 of 119 PageID: Exhibit 10
97 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 97 of 119 PageID: From the Declaration of Daniel L. Berger in Support of Co-Lead Counsel s Motion for an Award of Attorneys Fees and Reimbursement of Litigation Expenses Filed on Behalf of Grant & Eisenhofer, P.A. filed in the Merck Action EXHIBIT 5 In re Merck & Co., Inc. Vytorin/Zetia Securities Litigation, Civil Action No (DMC)(JAD) JOINT MERCK-SCHERING LITIGATION FUND CONTRIBUTIONS AND DISBURSEMENT REPORT Inception through May 31, 2013 CONTRIBUTIONS: Amount Schering-Plough Litigation Fund $515, Merck Litigation Fund $525, G&E $90, Interest Earned $45.00 TOTAL CONTRIBUTED: $1,130, DISBURSEMENTS: CATEGORY AMOUNT Service of Process $ Document Management/Litigation Support $236, Outside Copying $38, Working Meals $1, Court Reporters and Transcripts $67, Experts $452, Translation services $6, Mediation expenses $186, Consultants $17, Investigation $2, Transfer from Merck Litigation Fund for reimbursement of expert expenses $120, TOTAL DISBURSEMENTS: $1,129, * The contributions to the Joint Litigation Fund exceed the disbursements by $ This is due to a $255 invoice for the costs the Joint Litigation Fund incurred hiring an accountant to prepare its tax returns and certain bank fees for which Co-Lead Counsel is not seeking reimbursement. The amount for which G&E seeks reimbursement for Litigation Fund Contributions as reflected in Exhibit 2 has been reduced by this amount.
98 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 98 of 119 PageID: Exhibit 11
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107 Case 2:06-md GER Document 139 Filed 01/06/2009 Page 1 of 6 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 107 of 119 PageID: UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION IN RE GENERAL MOTORS CORP. SECURITIES AND DERIVATIVE LITIGATION / MDL No Master Case No. 06-md-1749 Hon. Gerald E. Rosen This Document Relates to: 2:06-cv GER 2:06-cv GER ORDER APPROVING ATTORNEYS FEES AND EXPENSES AND AWARDING COSTS AND EXPENSES TO NAMED AND LEAD PLAINTIFFS This matter came on for hearing on December 22, 2008 (the Final Approval Hearing ), and for a supplemental hearing on January 6, 2009 (the Supplemental Fairness Hearing ) to consider any objections received as a result of the Supplemental Notice to the Class ordered by this Court on December 15, 2008, upon the application of the parties for approval, pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, of the Settlement set forth in the Stipulation and Agreement of Settlement dated September 16, 2008 (the Stipulation ) resolving the abovecaptioned action (the GM Securities Action ), and which, along with the defined terms therein, is incorporated herein by reference; and for approval of Co-Lead Counsels Motion for (I) Award of Attorneys Fees and Reimbursement of Expenses (the Fee Request ) and for (II) Awards to Lead and Named Plaintiffs (the Costs Awards ), and the Court having considered all papers and arguments submitted in favor of and in opposition to the Fee Request and Costs Awards, and otherwise being fully informed in the premises and good cause appearing therefor, Stipulation. IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows: 1. The Court, for purposes of this Order, adopts all defined terms as set forth in the
108 Case 2:06-md GER Document 139 Filed 01/06/2009 Page 2 of 6 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 108 of 119 PageID: Pursuant to and in compliance with Rule 23 of the Federal Rules of Civil Procedure, the Court hereby finds that notice of the Final Approval Hearing (the Notice ) was given in accordance with the Court s Order of Preliminary Approval and for Notice and Hearing dated September 23, 2008 (the Preliminary Approval Order ) and its Order dated December 16, 2008 regarding the Supplemental Notice to members of the Class as certified by the Court in the Preliminary Approval Order, advising them of Co-Lead Counsels intention to seek (1) the Fee Request and (2) the Costs Awards, and of their right to object thereto, and a full and fair opportunity was accorded to all Class Members to be heard with respect to the Fee Request and the Costs Awards, and that said notice was the best notice practicable and was adequate and sufficient. 3. In response to the Notice, there were the following objections to the Fee Request filed or asserted by apparent class members, as follows: (1) the Pennsylvania State Employees Retirement System ( SERS ); (2) Independent Fiduciary Services ( IFS ), which is the fiduciary for several trusts through which GM employee benefit plans are funded; (3) Mildred Terry Warren; (4) Gregg Geanuracos; (5) Larry Banks; (6) Hans Klar; (7) Merle and Martha Likins; (8) Rick Jasinski; (9) Glenn Brewer and Elise Fitzgerald; (10) Masako Nakata; (11) Michael and Babette Rinis; (12) Paul Garrett; (13) Peter Spitalieri; and (14) Norman Mintz (collectively, the Fee Objectors ), and of these, IFS was the only objector to complain about the Costs Awards. 4. The Court has fully considered the submissions and arguments made in favor of and opposition to the Fee Request and the Costs Awards. 5. Co-Lead Counsel are hereby awarded: (i) attorneys fees of 15% of the Gross Settlement Fund, plus interest earned thereon at the same rate as the Class; and (ii) reimbursement of litigation costs and expenses in the amount of $1,524,929.02, plus interest 2
109 Case 2:06-md GER Document 139 Filed 01/06/2009 Page 3 of 6 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 109 of 119 PageID: earned thereon at the same rate as the Class. Immediately after the date this Order is entered, the awarded attorneys fees and expenses shall be paid from the Gross Settlement Fund to Co-Lead Counsel in accordance with the terms, conditions, and obligations set forth in the Stipulation. The awarded attorneys fees shall be allocated to the various other plaintiffs counsel by Co-Lead Counsel in amounts that in Co-Lead Counsels sole discretion reflect the work performed by each non-lead counsel, as well as each non-lead counsel s contribution to the institution, prosecution and resolution of this case. 6. Lead Plaintiffs Deka Investment GmbH and Deka International S.A. Luxembourg are collectively awarded $184,205, a fair and reasonable amount under the circumstances, as reimbursement for their active assistance in prosecuting this matter and for their costs incurred in representing the Class. The Court directs that such award be paid from the Gross Settlement Fund. 7. The seven Additional Named Plaintiffs, Claudia Polvani, Costantino Forlano, J. Bryan Dewell, Dan Cleveland, Mark and Ruth Koppelman, Max Marcus Katz on behalf of the Max Marcus Katz Pension & Profit Sharing Plan dated 12/31/78, and Frankfurt -Trust Investment GmbH are awarded $1,000 each as reimbursement for his, her, or its costs incurred in connection with acting as a plaintiff and Class Representative in this case, which amounts the Court finds to be fair and reasonable. 8. Based upon the evidence and pleadings submitted to the Court, the records at the Final Fairness Hearing and the Supplemental Fairness Hearing and all papers on file in this matter, the Court believes, and hereby finds, that the attorneys fees and reimbursement of expenses awarded herein are fair and reasonable under the circumstances of the GM Securities Action. In making this award, the Court has considered the factors considered by courts in the 3
110 Case 2:06-md GER Document 139 Filed 01/06/2009 Page 4 of 6 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 110 of 119 PageID: Sixth Circuit to be relevant to the determination of an appropriate fee in common fund cases and finds that: (a) the Settlement provides for an excellent recovery, one of the largest securities class action settlements ever obtained within this Circuit, with a cash value of $303,000,000, plus interest, and that numerous Class Members will benefit from the Gross Settlement Fund created through the efforts of Co-Lead Counsel; (b) Over 829,000 copies of the Notice were disseminated to putative Class Members stating that Co-Lead Counsel were moving for an award of attorneys fees of up to 19% of the Gross Settlement Fund, plus interest earned at the same rate as the Class, and for reimbursement of additional costs and expenses in an amount not to exceed $1.75 million, plus interest earned at the same rate as the Class, with the attorneys fees and expenses awarded herein being less than the maximum fees or expense reimbursements requested by Co-Lead Counsel as set forth in the Notice; (c) (d) The Court has found the Settlement to be fair, reasonable and adequate; Co-Lead Counsels Fee Request as a percentage of the Gross Settlement Fund is consistent with the prevailing law of the Sixth Circuit; (e) The GM Securities Action involved numerous difficult issues related to liability and damages, and there was a substantial risk of a lesser recovery or no recovery for the Class; (f) Co-Lead Counsel achieved this Settlement with skill, perseverance, and diligent advocacy for the Class; (g) Had Co-Lead Counsel not achieved the Settlement, there would remain a significant risk that Lead Plaintiffs and the Class may have recovered less or nothing from 4
111 Case 2:06-md GER Document 139 Filed 01/06/2009 Page 5 of 6 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 111 of 119 PageID: Defendants, particularly from GM, which has needed a massive multi-billion dollar federal bailout; (h) Co-Lead Counsel pursued this Action on a contingent basis, having received no compensation during the litigation in which they and other plaintiffs counsel invested almost 25,000 hours of time, and any fee award has always been at risk and completely contingent on the result achieved; (i) The time spent working on this case was at the expense of time that could have been spent on other cases; (j) The Fee Request is supported by the Court-appointed institutional Lead Plaintiffs; (k) A fee award under the percentage of the fund method is appropriate, and an award of 15% of the common fund recovered for the Class in attorneys fees is reasonable and, in fact, less than awards in similarly complex cases in this jurisdiction; (l) Lead Counsels request for reimbursement of expenses is reasonable in light of Lead Counsels duties to ensure full prosecution of the claims alleged in the Complaint; and (m) This Settlement was negotiated at arm s-length, and no evidence of fraud or collusion has been presented. 5
112 Case 2:06-md GER Document 139 Filed 01/06/2009 Page 6 of 6 Case 2:08-cv DMC-JAD Document Filed 07/02/13 Page 112 of 119 PageID: There is no just reason for delay in the entry of this Order, and immediate entry of this Order by the Clerk of the Court is expressly directed. Dated: January 6, 2009 s/gerald E. Rosen Gerald E. Rosen Chief United States District Judge I hereby certify that a copy of the foregoing document was served upon counsel of record on January 6, 2009, by electronic and/or ordinary mail. s/lashawn R. Saulsberry Case Manager v1 [12/29/ :53] 6
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UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY. 1. I am a member of the law firm of Lieff Cabraser Heimann & Bernstein, LLP
UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY In Re: LIQUID ALUMINUM SULFATE ANTITRUST LITIGATION Civil Action No. 16-md-2687 (JLL) (JAD) DECLARATION OF ERIC B. FASTIFF IN SUPPORT OF APPLICATION
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