In re YayYo, Inc. Securities Litigation, No. 2:2020cv08235 - Document 197 (C.D. Cal. 2022)
Court Description: ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS' FEES, EXPENSES, AND AWARDS TO PLAINTIFFS by Judge Stephen V. Wilson. IT IS HEREBY ORDERED, ADJUDGED AND DECREED: The Court hereby awards Lead Counsel attorneys' fees in the amount of $425,000 (which is 25% of the Settlement Fund), plus interest, and expenses in an amount of $74,454.78, plus interest earned thereon for the same time period and at the same rate as that earned on the Settlement Fund unt il paid. The Court hereby awards Bernard Bednarz his reasonable costs and expenses (including lost wages) directly related to his representation of the Settlement Classes in the amount of $15,000. The Court hereby awards William Koch his reasonable costs and expenses (including lost wages) directly related to his representation of the Settlement Classes in the amount of $10,000. (SEE DOCUMENT FOR FURTHER DETAILS). (MD JS-6, Case Terminated). (aco)
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In re YayYo, Inc. Securities Litigation Doc. 197 1 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA 2 3 4 In re YAYYO, INC. SECURITIES 5 LITIGATION 6 7 8 9 10 11 ) ) ) ) ) ) ) ) ) ) ) Case No. 2:20-cv-08235-SVW-AFM CLASS ACTION ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS 12 13 WHEREAS, a class action is pending in this Court entitled In re YayYo, Inc. 14 Securities Litigation, 2:20-cv-08235-SVW-AFM (the “Action”); 15 WHEREAS, (a) Lead Plaintiff Bernard Bednarz and Plaintiff William Koch 16 (collectively “Plaintiffs”), on behalf of themselves and the Settlement Classes (defined 17 below); (b) Defendants EvMo, formally known as YayYo, Inc. and Rideshare Rental, 18 Inc. (“YayYo” or the “Company”), Ramy El-Batrawi, Jonathan Rosen, Kevin Pickard, 19 Harbant S. Sidhu, Jeffrey Guzy, Christopher Miglino, Paul Richter, and WestPark 20 Capital, Inc. (“WestPark”) (collectively “Yayo Defendants”); and (c) Defendant Aegis 21 Capital Corp. (“Aegis,” together with the YayYo Defendants, the “Defendants”), have 22 entered into Stipulations and Agreements of Settlement dated November 18, 2021 and 23 August 27, 2021 respectively (the “Stipulations”), that provide for a complete dismissal 24 with prejudice of the claims asserted against all Defendants and the Action on the terms 25 and conditions set forth in the Stipulations, subject to the approval of this Court (the 26 “Settlements”); 27 28 WHEREAS, unless otherwise defined in this Order and Judgment, the {00496977;7 } -1- ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFF Dockets.Justia.com 1 capitalized terms herein shall have the same meaning as they have in the Stipulations; 2 WHEREAS, by Order dated September 27, 2021 and January 13, 2022 (the 3 “Preliminary Approval Orders”), this Court: (a) preliminarily approved the 4 Settlements; (b) certified the Settlement Classes solely for purposes of effectuating the 5 Settlements; (c) ordered that notice of the proposed Settlements be provided to 6 potential Settlement Class Members; (d) provided Settlement Class Members with the 7 opportunity either to exclude themselves from the Settlement Classes or to object to 8 the proposed Settlements; and (e) scheduled a hearing regarding final approval of the 9 Settlements; 10 WHEREAS, due and adequate notice has been given to the Settlement Classes; 11 WHEREAS, the Court conducted hearings on June 6, 2022 and July 11, 12 2022 (the “Settlement Hearings”) to consider, among other things, (a) whether the 13 terms and conditions of the Settlements are fair, reasonable and adequate to the 14 Settlement Classes, and should therefore be approved; and (b) whether a judgment 15 should be entered dismissing the Action with prejudice as against Defendants; and 16 WHEREAS, the Court having reviewed and considered the Stipulations, all 17 papers filed and proceedings held herein in connection with the Settlements, all oral 18 and written comments received regarding the Settlements, and the record in the Action, 19 and good cause appearing therefor; 20 IT IS HEREBY ORDERED, ADJUDGED AND DECREED: 21 1. Jurisdiction - The Court has jurisdiction over the subject matter of the 22 Action, and all matters relating to the Settlements, as well as personal jurisdiction over 23 all of the Parties and each of the Settlement Class Members. 24 2. Incorporation of Settlement Documents - This Order and Judgment 25 incorporates and makes a part hereof: (a) the Stipulations filed with the Court on 26 August 27, 2021 and November 19, 2021; and (b) the Notice and the Summary Notice, 27 both of which were filed with the Court on November 19, 2021. 28 -2ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS 1 3. Class Certification for Settlement Purposes - The Court hereby affirms 2 its determinations in the Preliminary Approval Orders certifying, for the purposes of 3 the Settlements only, the Action as a class action pursuant to Rules 23(a) and (b)(3) of 4 the Federal Rules of Civil Procedure on behalf of the following Settlement Classes: 5 Aegis Settlement Class 6 All persons and entities who purchased or otherwise acquired YayYo common stock pursuant or traceable to the registration statement and related prospectuses issued in connection with YayYo’s November 13, 2019 IPO, and were damaged thereby. 7 8 9 10 YayYo Settlement Classes 11 The Exchange Act Class: all persons or entities who purchased or otherwise acquired YayYo common stock during the period from November 13, 2019 through and including April 28, 2020, both dates inclusive. 12 13 The Securities Act Class: all persons or entities who purchased or otherwise acquired YayYo common stock pursuant and/or traceable to the registration statement and related prospectuses issued in connection with YayYo’s November 13, 2019 initial public offering. 14 15 16 17 The Securities Act Subclass: all persons or entities who were primary investors and acquired shares of YayYo’s common stock pursuant to the November 13, 2019 IPO. 18 19 Excluded from the Settlement Classes are Defendants, the present and former Officers 20 and directors of YayYo and any subsidiary thereof, and the Immediate Family members, legal representatives, heirs, successors or assigns of such excluded persons 21 and any entity in which any such excluded person has or had a controlling interest 22 during the Settlement Class Period. Also excluded from the Settlement Classes are the 23 persons and entities listed on Exhibit 1 hereto. 24 4. Adequacy of Representation - Pursuant to Rule 23 of the Federal Rules 25 of Civil Procedure, the Court hereby certifies Lead Plaintiff Bernard Bednarz and 26 Plaintiff William Koch, as Class Representatives for the Settlement Classes and 27 appointing Lead Counsel as Class Counsel for the Settlement Classes. Plaintiffs and 28 -3ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS 1 Lead Counsel have fairly and adequately represented the Settlement Classes both in 2 terms of litigating the Action and for purposes of entering into and implementing the 3 Settlements and have satisfied the requirements of Federal Rules of Civil Procedure 4 23(a)(4) and 23(g), respectively. The Court further finds that the record is sufficiently 5 developed and complete to have enabled Plaintiffs and Defendants to have adequately 6 evaluated and considered their respective positions as well as the positions of each 7 other. 8 5. Notice - The Court finds that the dissemination of the Notice and the 9 publication of the Summary Notice: (a) were implemented in accordance with the 10 Preliminary Approval Orders; (b) constituted the best notice practicable under the 11 circumstances; (c) constituted notice that was reasonably calculated, under the 12 circumstances, to apprise Settlement Class Members of (i) the pendency of the Action, 13 (ii) the effect of the proposed Settlements (including the Releases to be provided 14 thereunder), (iii) Lead Counsel’s motion for an award of attorneys’ fees with interest 15 and reimbursement of Litigation Expenses, (iv) their right to object to any aspect of the 16 Settlements, the Plan of Allocation and/or Lead Counsel’s motion for attorneys’ fees 17 with interest, reimbursement of Litigation Expenses, and awards to Plaintiffs, (v) their 18 right to exclude themselves from the Settlement Classes, and (vi) their right to appear 19 at the Settlement Hearings; (d) constituted due, adequate, and sufficient notice to 20 all persons and entities entitled to receive notice of the proposed Settlements; and 21 (e) satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure, 22 the United States Constitution (including the Due Process Clause), the Private 23 Securities Litigation Reform Act of 1995, 15 U.S.C. § 78u-4, as amended, and all 24 other applicable law and rules. 25 6. Final Settlement Approval and Dismissal of Claims - Pursuant to, and 26 in accordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby 27 fully and finally approves the Settlements set forth in the Stipulations in all respects 28 -4ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS 1 (including, without limitation: the amount of the Settlements; the Releases provided 2 for therein; and the dismissal with prejudice of the claims asserted against Defendants 3 in the Action), and finds that the Settlements are, in all respects, fair, reasonable and 4 adequate to the Settlement Classes. The Parties are directed to implement, perform and 5 consummate the Settlements in accordance with the terms and provisions contained in 6 the Stipulations. 7 7. The Action and all of the claims asserted against Defendants in the Action 8 by Plaintiffs and the other Settlement Class Members are hereby dismissed with 9 prejudice. The Parties shall bear their own costs and expenses, except as otherwise 10 expressly provided in the Stipulations. 11 8. Binding Effect - The terms of the Stipulations and of this Order and 12 Judgment shall be forever binding on Defendants, Plaintiffs and all other Settlement 13 Class Members (regardless of whether or not any individual Settlement Class Member 14 submits a Claim Form or seeks or obtains a distribution from the Net Settlement Fund), 15 as well as their respective successors and assigns. The persons and entities listed on 16 Exhibit 1 hereto are excluded from the Settlement Classes pursuant to request and are 17 not bound by the terms of the Stipulation or this Order and Judgment. 18 9. Releases - The Releases set forth in paragraph 4 of the Stipulations, 19 together with the definitions contained in paragraph 1 of the Stipulations relating 20 thereto, are expressly incorporated herein in all respects. The Releases are effective as 21 of the Effective Date. Accordingly, this Court orders that: 22 23 With respect to the YayYo Defendants: (a) By operation of the Final Judgment, as of the Effective Date, 24 Plaintiff and each and every Releasing Plaintiff’s Party shall be deemed to have fully, 25 finally, and forever waived, released, discharged, and dismissed each and every one of 26 the Released Plaintiff’s Claims against Defendants and each and every one of the 27 Released Defendants’ Parties and shall forever be barred and enjoined from 28 -5ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS 1 commencing, instituting, prosecuting, or maintaining any and all of the Released 2 Plaintiff’s Claims against any and all of the Released Defendants’ Parties, whether or 3 not such Releasing Plaintiff’s Party executes and delivers the Proof of Claim and 4 Release or otherwise shares in the Settlement Fund. Claims to enforce the terms of the 5 Stipulation are not released. This Release shall not apply to any person or entity listed 6 on Exhibit 1 hereto. 7 (b) By operation of the Final Judgment, as of the Effective Date, 8 Defendants and each and every Released Defendants’ Party shall be deemed to have 9 fully, finally, and forever waived, released, discharged, and dismissed each and every 10 one of the Released Defendants’ Claims against each and every one of the Releasing 11 Plaintiff’s Parties and shall forever be barred and enjoined from commencing, 12 instituting, prosecuting, or maintaining any and all of the Released Defendants’ Claims 13 against any and all of the Releasing Plaintiff’s Parties. Claims to enforce the terms of 14 the Stipulation are not released. This Release shall not apply to any person or entity 15 listed on Exhibit 1 hereto. 16 17 With Respect to Aegis: (c) By operation of the Final Judgment, as of the Effective Date, 18 Plaintiffs and each and every Releasing Plaintiffs’ Party shall be deemed to have fully, 19 finally, and forever waived, released, discharged, and dismissed each and every one of 20 the Released Plaintiffs’ Claims against Defendant Aegis and each and every one of the 21 Released Defendant’s Parties and shall forever be barred and enjoined from 22 commencing, instituting, prosecuting, or maintaining any and all of the Released 23 Plaintiffs’ Claims against any and all of the Released Defendant’s Parties, whether or 24 not such Releasing Plaintiffs’ Party executes and delivers the Proof of Claim and 25 Release or otherwise shares in the Settlement Fund. Claims to enforce the terms of the 26 Stipulation are not released. This Release shall not apply to any person or entity listed 27 on Exhibit 1 hereto. 28 -6ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS (d) 1 Upon the Effective Date, any and all persons and entities are 2 permanently barred and enjoined, to the fullest extent permitted by law, from 3 commencing, prosecuting, or asserting any and all claims for contribution or indemnity 4 (or any other claim where the alleged injury to that person or entity is that person’s or 5 entity’s actual or threatened liability to any Class or any Class Member in the Action), 6 arising out of, based upon, relating to, concerning, or in connection with the Released 7 Plaintiffs’ Claims, against Defendant Aegis, whether arising under state, federal, local, 8 common, or foreign law, as claims, cross-claims, counterclaims, or third-party claims, 9 in the Action or any separate action, in this Court or in any other court, arbitration 10 proceeding, administrative proceeding, or other forum. Nothing herein shall release or 11 alter the contractual rights, if any, under the terms of any written agreement among the 12 YayYo Defendants and the underwriters of YayYo’s November 13, 2019 IPO. Further, 13 the bar orders shall not preclude the underwriters of YayYo’s November 13, 2019 IPO 14 from seeking to enforce any right of indemnification or contribution with respect to the 15 payment of the Settlement Amount or defense costs. (e) 16 By operation of the Final Judgment, as of the Effective Date, 17 Defendant Aegis and each and every Released Defendant’s Party shall be deemed to 18 have fully, finally, and forever waived, released, discharged, and dismissed each and 19 every one of the Released Defendant’s Claims against each and every one of the 20 Releasing Plaintiffs’ Parties and shall forever be barred and enjoined from 21 commencing, instituting, prosecuting, or maintaining any and all of the Released 22 Defendant’s Claims against any and all of the Releasing Plaintiffs’ Parties. Claims to 23 enforce the terms of the Stipulation are not released. This Release shall not apply to 24 any person or entity listed on Exhibit 1 hereto. 25 10. Notwithstanding paragraphs 9(a) - (b) above, nothing in this Order and 26 Judgment shall bar any action by any of the Parties to enforce or effectuate the terms 27 of the Stipulations or this Order and Judgment. 28 -7ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS 1 11. Rule 11 Findings - The Court finds and concludes that the Plaintiffs and 2 Defendants and their respective counsel have complied in all respects with the 3 requirements of Rule 11 of the Federal Rules of Civil Procedure in connection with the 4 institution, prosecution, defense, and settlement of the Action. 5 12. Plan of Allocation Approval - The Court finds and concludes that the 6 formula for the calculation of the claims of Claimants as set forth in the Plan of 7 Allocation submitted by Lead Counsel, as described in the Notice, is hereby approved 8 as fair, reasonable and adequate. Any further orders or proceedings solely regarding 9 the Plan of Allocation, or any appeal from any order relating thereto or reversal or 10 modification thereof, shall be considered separate and apart from this Order and 11 Judgment and shall not operate to terminate the Settlements or in any way disturb or 12 affect this Order and Judgment, the finality of this Order and Judgment, or the release 13 of the Released Claims. Any orders regarding the Plan of Allocation shall not affect or 14 delay the Effective Date of the Settlements. 15 13. No Admissions - Neither this Order and Judgment, the Memorandum of 16 Understanding, the Stipulations (whether or not consummated), including the exhibits 17 thereto and the Plan of Allocation contained therein (or any other plan of allocation 18 that may be approved by the Court), the negotiations leading to the execution of the 19 Memorandums of Understanding and the Stipulations, nor any proceedings taken 20 pursuant to or in connection with the Memorandums of Understanding, the Stipulations 21 and/or approval of the Settlements (including any arguments proffered in connection 22 therewith): 23 (a) shall be offered against any of Defendants or Defendants’ Releasees 24 as evidence of, or construed as, or deemed to be evidence of any presumption, 25 concession, or admission by any of Defendants or Defendants’ Releasees with respect 26 to the truth of any fact alleged by Plaintiffs or the validity of any claim that was or 27 could have been asserted or the deficiency of any defense that has been or could have 28 -8ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS 1 been asserted in this Action or in any other litigation, or of any liability, negligence, 2 fault, or other wrongdoing of any kind on the part of any of Defendants or Defendants’ 3 Releasees or in any way referred to for any other reason as against any of Defendants 4 or Defendants’ Releasees, in any civil, criminal or administrative action or proceeding, 5 other than such proceedings as may be necessary to effectuate the provisions of the 6 Stipulations; (b) 7 shall be offered against any of Plaintiffs’ Releasees, as evidence of, 8 or construed as, or deemed to be evidence of any presumption, concession or admission 9 by any of Plaintiffs’ Releasees that any of their claims are without merit, that any of 10 Defendants or Defendants’ Releasees had meritorious defenses, or that damages 11 recoverable under the Amended Complaint would not have exceeded the Settlement 12 Amounts or with respect to any liability, negligence, fault or wrongdoing of any kind, 13 or in any way referred to for any other reason as against any of Plaintiffs’ Releasees, 14 in any civil, criminal or administrative action or proceeding, other than such 15 proceedings as may be necessary to effectuate the provisions of the Stipulations; or (c) 16 shall be construed against any of the Releasees as an admission, 17 concession, or presumption that the consideration to be given under the Settlements 18 represents the amount which could be or would have been recovered after trial; 19 provided, however, that the Parties and the Releasees and their respective counsel may 20 refer to this Order and Judgment and the Stipulations to effectuate the protections from 21 liability granted hereunder and thereunder or otherwise to enforce the terms of the 22 Settlements. 23 14. Retention of Jurisdiction - Without affecting the finality of this Order 24 and Judgment in any way, this Court retains continuing and exclusive jurisdiction over: 25 (a) the Parties for purposes of the administration, interpretation, implementation and 26 enforcement of the Settlements; (b) the disposition of the Settlement Fund; (c) any 27 motion for an award of attorneys’ fees and/or Litigation Expenses by Lead Counsel in 28 -9ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS 1 the Action that will be paid from the Settlement Fund; (d) any motion to approve the 2 Plan of Allocation; (e) any motion to approve the Class Distribution Order; and (f) the 3 Settlement Class Members for all matters relating to the Action. 4 15. Modification of the Agreement of Settlements - Without further 5 approval from the Court, the Plaintiffs and Defendants are hereby authorized to agree 6 to and adopt such amendments or modifications of the Stipulations or any exhibits 7 attached thereto to effectuate the Settlements that: (a) are not materially inconsistent 8 with this Order and Judgment; and (b) do not materially limit the rights of Settlement 9 Class Members in connection with the Settlements. Without further order of the Court, 10 Plaintiffs and Defendants may agree to reasonable extensions of time to carry out any 11 provisions of the Settlements. 12 16. Lead Counsel’s Attorney Fees and Expenses - The Court hereby awards 13 Lead Counsel attorneys’ fees in the amount of $425,000 (which is 25% of the 14 Settlement Fund), plus interest, and expenses in an amount of $74,454.78, plus 15 interest earned thereon for the same time period and at the same rate as that earned on 16 the Settlement Fund until paid. The Court finds that the amount of fees awarded is fair 17 and reasonable in light of the time and labor required, the novelty and difficulty of the 18 case, the skill required to prosecute the case, the experience and ability of the 19 attorneys, awards in similar cases, the contingent nature of the representation and the 20 result obtained for the Settlement Classes. Said fees shall be allocated among any other 21 plaintiffs’ counsel in a manner which, in Lead Counsel’s good-faith judgment, reflects 22 each counsel’s contribution to the institution, prosecution, and resolution of the Action. 23 17. Plaintiffs’ Expenses Related to Representation of the Settlement 24 Classes - The Court hereby awards Bernard Bednarz his reasonable costs and expenses 25 (including lost wages) directly related to his representation of the Settlement Classes 26 in the amount of $15,000. The Court hereby awards William Koch his reasonable 27 costs and expenses (including lost wages) directly related to his representation of the 28 - 10 ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS 1 Settlement Classes in the amount of $10,000. 2 18. The awarded attorneys’ fees and expenses, and interest earned thereon, 3 as well as any costs or expenses awarded pursuant to the previous paragraph, shall be 4 paid to Lead Counsel from the Settlement Fund immediately after the date this Order 5 and Judgment is executed subject to the terms, conditions, and obligations of 6 the Stipulations. Any awards of attorneys’ fees and expenses, as well as any costs 7 or expenses awarded pursuant to the previous paragraph, shall in no way delay or 8 preclude the finality of this Order and Judgment and shall not delay or preclude the 9 Effective Date of the Settlements. 10 19. Termination of Settlements - If the Settlements are terminated as 11 provided in the Stipulations or the Effective Date of the Settlements otherwise fails to 12 occur, this Order and Judgment shall be vacated, rendered null and void and be of no 13 further force and effect, except as otherwise provided by the Stipulations, and this 14 Order and Judgment shall be without prejudice to the rights of Plaintiffs, the other 15 Settlement Class Members and Defendants, and the Parties shall revert to their 16 respective positions in the Action as of August 27, 2021, with respect to Aegis, and 17 November 18, 2021, with respect to the YayYo Defendants, as provided in the 18 Stipulations. 19 20. Confidentiality - The Court’s orders entered during this Action relating 20 to the confidentiality of information shall survive the Settlements. 21 21. Entry of Final Judgment - There is no just reason to delay the entry of 22 this Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court 23 is expressly directed to immediately enter this final judgment in this Action. 24 SO ORDERED this 12th day of July, 2022. 25 26 27 28 ________________________________ The Honorable Stephen V. Wilson United States District Judge - 11 ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS EXHIBIT 1 1 2 3 # Name/Account City State 4 1 Marina del Rey CA 5 2 Norm Zada Robert Herskowitz, Chase Financing Inc. and Chase Financing Inc. Profit Sharing & 401K Plan Miami Beach FL 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 13 ORDER AND FINAL JUDGMENT APPROVING CLASS ACTION SETTLEMENTS, ATTORNEYS’ FEES, EXPENSES, AND AWARDS TO PLAINTIFFS
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