In re GTT Communications, Inc. Securities Litigation, No. 2:2021cv00270 - Document 65 (C.D. Cal. 2022)
Court Description: ORDER AND FINAL JUDGMENT by Judge David O. Carter. The Settlement is approved as fair, reasonable and adequate, and in the best interests of the Settlement Class. This Court further finds that the Settlement set forth in the Stipulation is the re sult of good faith, arms-length negotiations between experienced counsel representing the interests of Class Representative, Settlement Class Members, and Defendants. The Parties are directed to consummate the Settlement in accordance with the terms and provisions of the Stipulation. SEE DOCUMENT FOR FURTHER INFORMATION. (twdb)
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In re GTT Communications, Inc. Securities Litigation Doc. 65 JS-6 1 2 3 4 5 6 7 8 9 UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA 10 11 12 13 In re GTT Communications, Inc. Securities Litigation 14 15 16 Master File No. 2:21-cv-00270-DOC-AS CLASS ACTION This Document Relates To: All Actions 17 18 19 ORDER AND FINAL JUDGMENT 20 21 22 23 24 25 26 27 28 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS Dockets.Justia.com 1 On the 21st day of March, 2022, a hearing having been held before this Court 2 to determine: (1) whether the terms and conditions of the Stipulation of Settlement 3 dated October 29, 2021 (“Stipulation”) are fair, reasonable and adequate for the 4 settlement of all claims asserted by the Settlement Class against Defendants (as 5 defined in the Stipulation), including the release of the Released Claims against the 6 Released Parties, and should be approved; (2) whether judgment should be entered 7 dismissing this Action with prejudice; (3) whether to approve the proposed Plan of 8 Allocation as a fair and reasonable method to allocate the Net Settlement Fund 9 among Settlement Class Members; (4) whether and in what amount to award Lead 10 Counsel as fees and reimbursement of expenses; and (5) whether and in what 11 amount to approve an award to the Lead Plaintiff; and 12 13 The Court having considered all matters submitted to it at the hearing and otherwise; and 14 It appearing in the record that the Notice substantially in the form approved 15 by the Court in the Court’s Order Granting Lead Plaintiff’s Motion for Preliminary 16 Approval of Class Action Settlement, dated December 6, 2021 (“Preliminary 17 Approval Order”) was disseminated to all reasonably identifiable Settlement Class 18 Members and posted to the website of the Claims Administrator, both in accordance 19 with the Preliminary Approval Order and the specifications of the Court; and 20 21 22 23 24 NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: 1. All capitalized terms used herein have the same meanings as set forth and defined in the Stipulation. 2. For purposes of this Settlement, the Court has jurisdiction over the 25 subject matter of the Action, Lead Plaintiff, all Settlement Class Members, and 26 Defendants. 27 28 1 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS 1 3. The Court finds that the prerequisites for a class action under Rule 2 23(a) and (b)(3) of the Federal Rules of Civil Procedure have been satisfied in that: 3 (a) the number of Settlement Class Members is so numerous that joinder of all 4 members thereof is impracticable; (b) there are questions of law and fact common 5 to the Settlement Class; (c) Lead Plaintiff’s claims are typical of the claims of the 6 Settlement Class it seeks to represent; (d) Lead Plaintiff fairly and adequately 7 represents the interests of the Settlement Class; (e) questions of law and fact 8 common to the members of the Settlement Class predominate over any questions 9 affecting only individual members of the Settlement Class; and (f) a class action is 10 superior to other available methods for the fair and efficient adjudication of this 11 Action. The Settlement Class is being certified for settlement purposes only. 12 4. The Court hereby finally certifies this action as a class action for 13 purposes of the Settlement, pursuant to Rule 23(a) and (b)(3) of the Federal Rules 14 of Civil Procedure, on behalf of all Persons (including, without limitation, their 15 beneficiaries) who acquired publicly traded GTT Communications, Inc. securities 16 during the period from May 5, 2016 through July 30, 2021, inclusive (“Settlement 17 Class Period”), except that excluded from the Settlement Class are: (a) persons who 18 suffered no compensable losses; and (b) Defendants; the present and former officers 19 and directors of the Company at all relevant times; members of their immediate 20 families and their legal representatives, heirs, successors, or assigns, and any entity 21 in which any of the Defendants, or any person excluded under this subsection (b), 22 has or had a majority ownership interest at any time. Also excluded from the 23 Settlement Class are Persons who filed valid and timely requests for exclusion from 24 the Settlement Class in accordance with this Preliminary Approval Order, as listed 25 on Exhibit A to this Final Judgment. Pursuant to Rule 23 of the Federal Rules of 26 Civil Procedure, Lead Plaintiff is certified as the class representative on behalf of 27 the Settlement Class (“Class Representative”) and Lead Counsel previously 28 2 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS 1 selected by Lead Plaintiff and appointed by the Court are hereby appointed as Class 2 Counsel for the Settlement Class (“Class Counsel”). 3 5. In accordance with the Court’s Preliminary Approval Order, the Court 4 hereby finds that the forms and methods of notifying the Settlement Class of the 5 Settlement and its terms and conditions met the requirements of due process, Rule 6 23 of the Federal Rules of Civil Procedure, and Section 21D(a)(7) of the Exchange 7 Act, 15 U.S.C. § 78u-4(a)(7), as amended by the Private Securities Litigation 8 Reform Act of 1995; constituted the best notice practicable under the 9 circumstances; and constituted due and sufficient notice of these proceedings and 10 the matters set forth herein, including the Settlement and Plan of Allocation, to all 11 persons and entities entitled to such notice. No Settlement Class Member is relieved 12 from the terms and conditions of the Settlement, including the releases provided for 13 in the Stipulation, based upon the contention or proof that such Settlement Class 14 Member failed to receive actual or adequate notice. A full opportunity has been 15 offered to the Settlement Class Members to object to the proposed Settlement and 16 to participate in the hearing thereon. Thus, it is hereby determined that all 17 Settlement Class Members are bound by this Final Judgment except those persons 18 listed on Exhibit A to this Final Judgment. 19 6. The Settlement is approved as fair, reasonable and adequate, and in the 20 best interests of the Settlement Class. This Court further finds that the Settlement 21 set forth in the Stipulation is the result of good faith, arm’s-length negotiations 22 between experienced counsel representing the interests of Class Representative, 23 Settlement Class Members, and Defendants. The Parties are directed to 24 consummate the Settlement in accordance with the terms and provisions of the 25 Stipulation. 26 27 7. The Action and all claims contained therein, as well as all of the Released Claims, are dismissed with prejudice as against each and all of the 28 3 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS 1 Defendants. The Parties are to bear their own costs, except as otherwise provided 2 in the Settlement Stipulation. 3 8. Upon the Effective Date, the Releasing Parties, on behalf of 4 themselves, their successors and assigns, and any other Person claiming (now or in 5 the future) through or on behalf of them, regardless of whether any such Releasing 6 Party ever seeks or obtains by any means, including without limitation by 7 submitting a Proof of Claim, any disbursement from the Settlement Fund, shall be 8 deemed to have, and by operation of this Final Judgment shall have, fully, finally, 9 and forever compromised, settled, resolved, released, relinquished, waived, 10 dismissed and discharged all Released Claims against the Released Parties and shall 11 have covenanted not to sue the Released Parties with respect to any and all Released 12 Claims, and shall be permanently barred and enjoined from asserting, commencing, 13 prosecuting, instituting, assisting, instigating, or in any way participating in the 14 commencement or prosecution of any action or other proceeding, in any forum, 15 asserting any Released Claim, in any capacity, against any of the Released Parties. 16 For the avoidance of doubt, Defendants are released from any and all claims for 17 contribution or indemnity, as would otherwise be allowed by Section 21D of the 18 Exchange Act, 15 U.S.C. §78u-4(f)(7). Nothing contained herein shall, however, 19 bar the Releasing Parties from bringing any action or claim to enforce the terms of 20 the Stipulation or this Final Judgment. Nor shall anything contained herein limit or 21 release any claims Defendants may have with regard to insurance coverage that may 22 be available to them under any applicable policy. This release shall not apply to any 23 Settlement Class Members who timely and properly exclude themselves from the 24 Settlement Class. 25 26 9. With respect to any and all Released Claims, Class Representative and the Released Parties shall waive and each of the Settlement Class Members shall be 27 28 4 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS 1 deemed to have waived, and by operation of this Final Judgment shall have waived, 2 the provisions, rights, and benefits of California Civil Code § 1542, which provides: 3 A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. 4 5 6 7 8 10. With respect to any and all Released Claims, Class Representative and 9 the Released Parties shall waive and each of the Settlement Class Members shall be 10 deemed to have waived, and by operation of this Final Judgment shall have waived, 11 any and all provisions, rights and benefits conferred by any law of any state, 12 territory, foreign country or principle of common law, which is similar, comparable 13 or equivalent to California Civil Code § 1542. Class Representative, the Released 14 Parties and/or one or more Settlement Class Members may hereafter discover facts 15 in addition to or different from those which he, she or it now knows or believes to 16 be true with respect to the Released Claims, but Class Representative, the Released 17 Parties and each Settlement Class Member, upon the Effective Date, shall be 18 deemed to have, and by operation of this Final Judgment shall have, fully, finally 19 and forever settled and released, any and all Released Claims, known or unknown, 20 suspected or unsuspected, contingent or non-contingent, whether or not concealed 21 or hidden, which now exist, or heretofore have existed, upon any theory of law or 22 equity now existing or coming into existence in the future, including, but not limited 23 to, conduct which is negligent, intentional, with or without malice, or a breach of 24 fiduciary duty, law or rule, without regard to the subsequent discovery or existence 25 of such different or additional facts. Class Representative and the Released Parties 26 acknowledge and the Settlement Class Members shall be deemed by operation of 27 28 5 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS 1 this Final Judgment to have acknowledged, that the foregoing waiver was separately 2 bargained for and a key element of the Settlement. 3 11. Upon the Effective Date, the Released Parties shall be deemed to have, 4 and by operation of the Final Judgment shall have, fully, finally, and forever 5 released, relinquished, and discharged all claims they may have against the 6 Releasing Parties related to the Releasing Parties’ prosecution of the Action or any 7 other known or unknown counter-claim related thereto and shall have covenanted 8 not to sue the Releasing Parties with respect to any counter claim, claim, or sanction 9 related to the Released Claims, and shall be permanently barred and enjoined from 10 asserting, commencing, prosecuting, instituting, assisting, instigating, or in any way 11 participating in the commencement or prosecution of any action or other 12 proceeding, in any forum, asserting any such claim, in any capacity, against any of 13 the Releasing Parties. Nothing contained herein shall, however, bar the Released 14 Parties from bringing any action or claim to enforce the terms of this Stipulation or 15 the Final Judgment. 16 12. The Court finds that all Parties and their counsel have complied with 17 all requirements of Rule 11 of the Federal Rules of Civil Procedure and the Private 18 Securities Litigation Record Act of 1995 as to all proceedings herein. 19 13. Neither this Final Judgment, the Stipulation (nor the Settlement 20 contained therein), nor any of its terms and provisions, nor any of the negotiations, 21 documents or proceedings connected with them is evidence, or an admission or 22 concession by any Party or their counsel, any Settlement Class Member, or any of 23 the Released Parties, of any fault, liability or wrongdoing whatsoever, as to any 24 facts or claims alleged or asserted in the Action or could have been alleged or 25 asserted, or any other actions or proceedings, or as to the validity or merit of any of 26 the claims or defenses alleged or asserted or could have been alleged or asserted in 27 any such action or proceeding. This Final Judgment is not a finding or evidence of 28 6 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS 1 the validity or invalidity of any claims or defenses in the Action, any wrongdoing 2 by any Party, Settlement Class Member, or any of the Released Parties, or any 3 damages or injury to any Party, Settlement Class Member, or any Released Parties. 4 Neither this Final Judgment, the Stipulation (nor the Settlement contained therein), 5 nor any of its terms and provisions, nor any of the negotiations, documents or 6 proceedings connected with therewith (a) shall (i) be argued to be, used or construed 7 as, offered or received in evidence as, or otherwise constitute an admission, 8 concession, presumption, proof, evidence, or a finding of any, liability, fault, 9 wrongdoing, injury or damages, or of any wrongful conduct, acts or omissions on 10 the part of any Released Party, or of any infirmity of any defense, or of any damages 11 to Class Representative or any other Settlement Class Member, or (ii) otherwise be 12 used to create or give rise to any inference or presumption against any of the 13 Released Parties concerning any fact or any purported liability, fault, or wrongdoing 14 of the Released Parties or any injury or damages to any person or entity, or (b) shall 15 otherwise be admissible, referred to or used in any proceeding of any nature, for 16 any purpose whatsoever; provided, however, that this Final Judgment, the 17 Stipulation, or the documents related thereto may be introduced in any proceeding, 18 whether in the Court or otherwise, as may be necessary to enforce the Settlement or 19 Final Judgment, to effectuate the liability protection granted them hereunder, to 20 support a defense or counterclaim based on principles of res judicata, collateral 21 estoppel, release, good faith settlement, judgment bar or reduction, offset or any 22 other theory of claim preclusion or issue preclusion or similar defense or 23 counterclaim or as otherwise required by law. 24 14. Except as otherwise provided herein or in the Stipulation, all funds 25 held by the Escrow Agent shall be deemed to be in custodia legis and shall remain 26 subject to the jurisdiction of the Court until such time as the funds are distributed 27 or returned pursuant to the Stipulation and/or further order of the Court. 28 7 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS 1 15. Exclusive jurisdiction is hereby retained over the Parties and the 2 Settlement Class Members for all matters relating to the Action, including the 3 administration, interpretation, effectuation or enforcement of the Stipulation and 4 this Final Judgment, and including any application for fees and expenses incurred 5 in connection with administering and distributing the Settlement Fund to the 6 Settlement Class Members. 7 16. Without further order of the Court, Defendants and Class 8 Representative may agree to reasonable extensions of time to carry out any of the 9 provisions of the Stipulation. 10 17. There is no just reason for delay in the entry of this Final Judgment 11 and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 12 54(b) of the Federal Rules of Civil Procedure. 13 18. The finality of this Final Judgment shall not be affected, in any 14 manner, by rulings that the Court makes herein on the proposed Plan of Allocation 15 or Class Counsel’s application for an award of attorneys’ fees and expenses or an 16 award to Class Representative. 17 19. The Court hereby finds that the proposed Plan of Allocation is a fair 18 and reasonable method to allocate the Net Settlement Fund among Settlement Class 19 Members, and Class Counsel and the Claims Administrator are directed to 20 administer the Plan of Allocation in accordance with its terms and the terms of the 21 Stipulation. 22 20. Class Counsel are hereby awarded 30 % of the Settlement Amount in 23 fees, which the Court finds to be fair and reasonable, and $40,238.30 in 24 reimbursement of out-of-pocket expenses. Class Representative is hereby awarded 25 $7,500 which the Court finds to be fair and reasonable. Defendants and the 26 Released Parties shall have no responsibility for, and no liability whatsoever with 27 28 8 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS 1 respect to, any payments to Class Counsel, Class Representative, the Settlement 2 Class and/or any other Person who receives payment from the Settlement Fund. 3 21. In the event the Settlement is not consummated in accordance with the 4 terms of the Stipulation, then the Stipulation and this Final Judgment (including any 5 amendment(s) thereof, and except as expressly provided in the Stipulation or by 6 order of the Court) shall be shall have no further force and effect with respect to the 7 Parties and shall not be used in the Action or in any other proceeding for any 8 purpose, and any judgment or order entered by the Court in accordance with the 9 terms of this Stipulation shall be treated as vacated, nunc pro tunc. and each Party 10 shall be restored to his, her or its respective litigation positions as they existed prior 11 to August 9, 2021, pursuant to the terms of the Stipulation. 12 13 14 15 Dated: March 21, 2022 ______________________________ HON. DAVID O. CARTER UNITED STATES DISTRICT JUDGE 16 17 18 19 20 21 22 23 24 25 26 27 28 9 ORDER AND FINAL JUDGMENT; No. 2:21-cv-00270-DOC-AS
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