Benjamin L Padnos v. Xiqun Yu et al, No. 2:2011cv08973 - Document 43 (C.D. Cal. 2012)
Court Description: ORDER & FINAL JUDGMENT by Judge Christina A. Snyder: It is ORDERED, ADJUDGED AND DECREED that: this Court hereby approves the Settlement as fair, reasonable, adequate and in the best interests of China Education Alliance, Inc. and its shareholders, a nd the Settling Parties are directed to consummate the terms of the Settlement in accordance with the terms of the Stipulation. The Court hereby approves the Fee and Expense Award in the amount of $250,000.00 in accordance with the Stipulation, and finds that the Fee and Expense Award is fair and reasonable. The Court hereby approves the Incentive Award of $3,000.00 for the Plaintiff to be paid from the total Fee and Expense Award before distribution among Plaintiff's Counsel. The Action and all claims asserted therein are hereby dismissed with prejudice. See document for details. (MD JS-6, Case Terminated). (gk)
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Benjamin L Padnos v. Xiqun Yu et al Doc. 43 O JS-6 1 2 3 4 5 6 7 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA WESTERN DIVISION 8 9 10 BENJAMIN L. PADNOS, Derivatively on Behalf of CHINA EDUCATION ALLIANCE, 12 INC., 11 13 Master File No. 2:11-CV-08973 CAS (JCx) Plaintiff, 14 v. [PROPOSED] ORDER & FINAL JUDGMENT 15 XIQUN YU, ZIBING PAN, SUSAN LIU, CHANQING WANG, JAMES HSU, 17 LIANSHENG ZHANG, and YIZHAO ZHANG, 16 18 Defendants, 19 20 21 22 23 24 CHINA EDUCATION ALLIANCE, INC., a North Carolina Corporation, Nominal Defendant. WHEREAS plaintiff Benjamin L. Padnos, on behalf of himself individually and derivatively on behalf of nominal defendant China Education Alliance, Inc. 25 26 (“CEU”), CEU, and defendants Xiqun Yu, Zibing Pan, Liansheng Zhang, and 27 Yizhao Zhang (collectively, the “Settling Parties”), by and through their respective 28 [PROP.] FINAL ORDER APPROVING SETTLEMENT MASTER FILE NO. 2:11-CV-08973 CAS (JCx) Dockets.Justia.com 1 2 counsel, entered into a Stipulation of Settlement (the “Stipulation”), dated July 13, 2012, setting forth the terms and conditions of settlement (the “Settlement”) of the 3 4 above-captioned action (the “Action”); 5 6 WHEREAS, on July 16, 2012, the Plaintiff filed an Unopposed Motion for Preliminary Approval of Proposed Settlement (the “Motion”) seeking preliminary 7 8 approval of the Settlement; 9 10 WHEREAS, on August 13, 2012, this Court entered an order preliminarily approving the Settlement (the “Preliminary Approval Order”) and requiring that 11 12 notice thereof be disseminated to all shareholders of CEU common stock as of the 13 date of the execution of the Stipulation in accordance with the provisions of the 14 Stipulation; 15 WHEREAS, on October 15, 2012, the Court held a hearing for the purpose 16 17 of: 18 a. determining whether to finally approve the Settlement pursuant to Rule 23.1 of the Federal Rules of Civil Procedure as fair, reasonable, adequate, and in the best interests of CEU and its shareholders; b. considering an Order and Final Judgment dismissing the Action with prejudice and releasing and enjoining prosecution of any and all claims to be released pursuant to the Stipulation; c. determining whether to approve attorneys’ fees and expenses; 25 d. determining whether to award plaintiff’s incentive fee; and 26 e. hearing other such matters as the Court may deem necessary and appropriate. 19 20 21 22 23 24 27 28 [PROP.] FINAL ORDER APPROVING SETTLEMENT MASTER FILE NO. 2:11-CV-08973 CAS (JCx) 2 1 2 WHEREAS the Court has reviewed and considered all documents, evidence, objections (if any) and arguments presented in support of or against the Settlement; 3 4 5 6 WHEREAS this matter is now before the Court for final approval of the proposed Settlement; and NOW, THEREFORE, it is ORDERED, ADJUDGED AND DECREED that: 7 8 9 10 1. This Court has jurisdiction over the subject matter of this litigation and over all parties to the litigation. 2. All capital terms not otherwise defined herein shall have the meaning 11 12 13 14 ascribed to them in the Stipulation. 3. The Court finds that notice of the proposed Settlement has been disseminated in compliance with the Preliminary Approval Order and such notice 15 16 satisfies due process and Federal Rule Civil Procedure 23.1 and constitutes due and 17 sufficient notice of all matters relating to the Settlement; 18 4. The Court further finds that the Plaintiff and Plaintiff’s Counsel fairly 19 20 21 represent the interests of CEU and its shareholders. 5. Pursuant to Federal Rule Civil Procedure 23.1, this Court hereby 22 23 approves the Settlement as fair, reasonable, adequate and in the best interests of 24 CEU and its shareholders, and the Settling Parties are directed to consummate the 25 terms of the Settlement in accordance with the terms of the Stipulation. 26 27 28 6. Upon the Effective Date, Plaintiff, on his own behalf and derivatively on behalf of CEU and CEU’s shareholders, shall have, and by operation of the [PROP.] FINAL ORDER APPROVING SETTLEMENT MASTER FILE NO. 2:11-CV-08973 CAS (JCx) 3 1 2 Judgment shall be deemed to have, fully, finally, and forever released, relinquished and discharged all Released Claims (including Unknown Claims) against the 3 4 5 6 Released Persons. 7. 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 7 8 released, relinquished and discharged Plaintiff and Plaintiff’s Counsel from all 9 Released Claims, including Unknown Claims. 10 8. Upon the Effective Date, each of the Individual Defendants and their 11 12 Related Persons shall be deemed to have, and by operation of the Judgment shall 13 have, fully, finally, and forever released, relinquished and discharged CEU, its 14 officers, directors and employees from any and all Released Claims. 15 16 17 9. Neither the Settlement of the Action nor any act performed or document executed pursuant to or in furtherance thereof: 18 (i) is or may be deemed to be or may be used as an admission of or evidence of the validity of any Released Claim or of any wrongdoing or liability of the Released Persons; or, (ii) is or may deemed to be or may be used as an admission of, or evidence of, any fault or omission of any of the Released Persons in any civil, criminal or administrative proceeding in any court, administrative agency or other tribunal. 19 20 21 22 23 24 10. The Court hereby approves the Fee and Expense Award in the amount 25 26 of $250,000.00 in accordance with the Stipulation, and finds that the Fee and 27 Expense Award is fair and reasonable. 28 [PROP.] FINAL ORDER APPROVING SETTLEMENT MASTER FILE NO. 2:11-CV-08973 CAS (JCx) 4 1 2 11. The Court hereby approves the Incentive Award of $3,000.00 for the Plaintiff to be paid from the total Fee and Expense Award before distribution among 3 4 5 6 Plaintiff’s Counsel. 12. The Action and all claims asserted therein are hereby dismissed with prejudice. 7 8 9 10 13. In the event that the Settlement does not become Final, this Order and Final Judgment shall become null and void and shall be vacated; in such event, all orders entered and releases delivered in connection with the Settlement shall be null 11 12 13 14 and void to the extent provided by and in accordance with the Stipulation. 14. The Court retains jurisdiction over all matters relating to the consummation of the Settlement. 15 16 17 15. There being no reason for delay, the Clerk of the Court is hereby directed pursuant to Federal Rules of Civil Procedure 54 to enter this Order and 18 Final Judgment. 19 20 IT IS SO ORDERED. 21 22 Dated: October 15, 2012 Christina A. Snyder United States District Judge 23 24 25 26 27 28 [PROP.] FINAL ORDER APPROVING SETTLEMENT MASTER FILE NO. 2:11-CV-08973 CAS (JCx) 5
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