In re Quality Systems, Inc. Securities Litigation, No. 8:2013cv01818 - Document 118 (C.D. Cal. 2018)
Court Description: FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE by Judge Cormac J. Carney. (See judgment for further details) (MD JS-6, Case Terminated). (yl)
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In re Quality Systems, Inc. Securities Litigation Doc. 118 JS-6 1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 SOUTHERN DIVISION 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 In re QUALITY SYSTEMS, INC. SECURITIES LITIGATION ) Case No.: SACV 13-01818-CJC-JPR ) ) ) ) ) ) ) FINAL JUDGMENT AND ORDER OF ) DISMISSAL WITH PREJUDICE ) ) ) ) ) ) ) ) ) ) ) This matter came before the Court for hearing pursuant to the Order of this Court, dated July 30, 2018, on the application of the Settling Parties for approval of the Settlement set forth in the Stipulation of Settlement dated July 16, 2018 (the “Stipulation”). Due and adequate notice having been given to the Class as required in the Order, the Court having considered all papers filed and proceedings held herein and -1Dockets.Justia.com 1 otherwise being fully informed in the premises and good cause appearing therefore, IT IS 2 HEREBY ORDERED, ADJUDGED AND DECREED that: 3 (i) This Judgment incorporates by reference the definitions in the Stipulation, 4 and all terms used herein shall have the same meanings as set forth in the Stipulation, 5 unless otherwise stated herein. 6 7 8 (ii) This Court has jurisdiction over the subject matter of the Litigation and over all parties to the Litigation, including all Members of the Class. (iii) Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court 9 hereby affirms its determinations in the Preliminary Approval Order, which certified, for 10 purposes of effectuating the Settlement, a Class defined as all persons or entities who 11 purchased or otherwise acquired QSI common stock during the period from May 26, 12 2011 through July 25, 2012, inclusive, and were damaged thereby. Excluded from the 13 Class are: (a) Defendants; (b) immediate family members of the individual Defendants 14 (as defined in 17 C.F.R. §229.404 Instructions (1)(a)(iii) and (1)(b)(ii)); (c) present or 15 former executive officers or directors of QSI and their immediate family members (as 16 defined in 17 C.F.R. §229.404 Instructions (1)(a)(iii) and (1)(b)(ii)); (d) any firm or entity 17 in which any Defendant has or had a controlling interest during the Class Period; (e) any 18 affiliates, parents, or subsidiaries of QSI; (f) all QSI plans that are covered by ERISA; 19 and (g) the legal representatives, agents, affiliates, heirs, beneficiaries, successors-in- 20 interest, or assigns of any excluded Person, in their respective capacity as such. Also 21 excluded from the Class are those Persons who made a timely and valid request for 22 exclusion from the Class. 23 (iv) With respect to the Class, this Court finds for the purposes of effectuating 24 the Settlement that: (a) the Members of the Class are so numerous that joinder of all Class 25 Members in the Litigation is impracticable; (b) there are questions of law and fact 26 common to the Class; (c) the claims of Lead Plaintiffs are typical of the claims of the 27 Class; (d) Lead Plaintiffs and their counsel have fairly and adequately represented and 28 protected the interests of the Class Members; (e) the questions of law and fact common to -2- 1 the Class predominate over any questions affecting only individual Members of the 2 Class; and (f) a class action is superior to other available methods for the fair and 3 efficient adjudication of the controversy, considering: (i) the interests of the Members of 4 the Class in individually controlling the prosecution of the separate actions; (ii) the extent 5 and nature of any litigation concerning the controversy already commenced by Members 6 of the Class; (iii) the desirability or undesirability of concentrating the litigation of these 7 claims in this particular forum; and (iv) the difficulties likely to be encountered in the 8 management of the Litigation. 9 (v) Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court 10 certifies Lead Plaintiffs as representatives of the Class. Lead Counsel are also certified as 11 counsel to Lead Plaintiffs and the Class in the Litigation. 12 13 (vi) hereby approves the Settlement set forth in the Stipulation and finds that: (a) 14 15 Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court the Stipulation and the Settlement contained therein are, in all respects, fair, reasonable and adequate; 16 (b) there was no collusion in connection with the Stipulation; 17 (c) the Stipulation was the product of informed, arm’s-length negotiations 18 among competent, able counsel; and (d) 19 the record is sufficiently developed and complete to have enabled 20 Lead Plaintiffs and Defendants to have adequately evaluated and considered their 21 positions. 22 (vii) Accordingly, the Court authorizes and directs implementation and 23 performance of all the terms and provisions of the Stipulation, as well as the terms and 24 provisions hereof. Except as to any individual claim of those Persons who have validly 25 and timely requested exclusion from the Class, the Litigation and all claims contained 26 therein are dismissed with prejudice as to Lead Plaintiffs and the other Class Members 27 and as against each and all of the Released Defendant Parties. The Settling Parties are to 28 bear their own costs except as otherwise provided in the Stipulation. -3- 1 (viii) No Person shall have any claim against Lead Plaintiffs, Lead Counsel, or the 2 Claims Administrator, or any other Person designated by Lead Counsel based on 3 determinations or distributions made substantially in accordance with the Stipulation and 4 the Settlement contained therein, the Plan of Allocation, or further order(s) of the Court. 5 (ix) Upon the Effective Date, Lead Plaintiffs and each of the Class Members 6 shall be deemed to have, and by operation of this Judgment shall have, fully, finally and 7 forever waived, released, discharged, and dismissed each and every one of the Released 8 Plaintiffs’ Claims against each and every one of the Released Defendant Parties with 9 prejudice on the merits, whether or not Lead Plaintiffs or such Class Member executes 10 and delivers the Proof of Claim and Release and whether or not Lead Plaintiffs or each of 11 the Class Members ever seeks or obtains any distribution from the Settlement Fund. 12 Claims to enforce the terms of the Stipulation are not released. 13 (x) Upon the Effective Date, the Defendants and each and every Released 14 Defendant Party shall be deemed to have, and by operation of this Judgment shall have, 15 fully, finally and forever waived, released, discharged, and dismissed the Released 16 Plaintiff Parties from all Released Defendants’ Claims (including, without limitation, 17 Unknown Claims). Claims to enforce the terms of the Stipulation are not released. 18 (xi) Upon the Effective Date, Lead Plaintiffs, all Class Members and anyone 19 claiming through or on behalf of any of them are forever barred and enjoined from 20 commencing, instituting, asserting or continuing to prosecute any action or proceeding in 21 any court of law or equity, arbitration tribunal, administration forum or other forum of 22 any kind any of the Released Plaintiffs’ Claims (including, without limitation, Unknown 23 Claims) against any of the Released Defendant Parties. 24 (xii) The distribution of the Notice and publication of the Summary Notice of 25 (I) Pendency of Class Action and Proposed Settlement; (II) Settlement Hearing; and 26 (III) Motion for Attorneys' Fees and Expenses as provided for in the Preliminary 27 Approval Order constituted the best notice practicable under the circumstances, including 28 individual notice to Class Members who could be identified through reasonable effort. -4- 1 The notice provided was the best notice practicable under the circumstances of those 2 proceedings and of the matters set forth therein, including the proposed Settlement set 3 forth in the Stipulation, to all Persons entitled to such notice, and said notice fully 4 satisfied the requirements of Federal Rule of Civil Procedure 23, due process and any 5 other applicable law, including the Private Securities Litigation Reform Act of 1995. No 6 Class Member is relieved from the terms of the Settlement, including the releases 7 provided for therein, based upon the contention or proof that such Class Member failed to 8 receive actual or adequate notice. A full opportunity has been offered to the Class 9 Members to object to the proposed Settlement and to participate in the hearing thereon. 10 The Court further finds that the notice provisions of the Class Action Fairness Act, 28 11 U.S.C. Section 1715, were fully discharged and that the statutory waiting period has 12 elapsed. Thus, it is hereby determined that all members of the Class are bound by this 13 Judgment, except those persons who made a timely and valid request for exclusion from 14 the Class. 15 (xiii) Any Plan of Allocation submitted by Lead Counsel or any order entered 16 regarding any attorneys’ fee and expense application shall in no way disturb or affect this 17 Judgment and shall be considered separate from this Judgment. Any order or proceeding 18 relating to the Plan of Allocation or any order entered regarding any attorneys’ fee and 19 expense application, or any appeal from any order relating thereto or reversal or 20 modification thereof, shall not affect or delay the finality of the Final Judgment in this 21 action. 22 (xiv) Neither the Stipulation nor the Settlement contained therein, nor any act 23 performed or document executed pursuant to or in furtherance of the Stipulation or the 24 Settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence 25 of, the validity of any Released Plaintiffs’ Claim or of any wrongdoing or liability of the 26 Defendants; or (b) is or may be deemed to be or may be used as an admission of, or 27 evidence of, any fault or omission of any of the Defendants in any civil, criminal or 28 administrative proceeding in any court, administrative agency or other tribunal. -5- 1 Defendants may file the Stipulation and/or this Judgment in any other action that may be 2 brought against them in order to support a defense or counterclaim based on principles of 3 res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction, 4 or any other theory of claim preclusion or issue preclusion or similar defense or 5 counterclaim. 6 (xv) Without affecting the finality of this Judgment in any way, this Court hereby 7 retains continuing jurisdiction over: (a) implementation of the Settlement and any award 8 or distribution of the Settlement Fund, including interest earned thereon; (b) disposition 9 of the Settlement Fund; (c) hearing and determining applications for attorneys’ fees and 10 expenses in the Litigation; and (d) all parties hereto for the purpose of construing, 11 enforcing and administering the Settlement. 12 (xvi) The Court finds that during the course of the Litigation, the Settling Parties 13 and their respective counsel at all times complied with the requirements of Federal Rule 14 of Civil Procedure 11. 15 (xvii) In the event that the Settlement does not become effective in accordance 16 with the terms of the Stipulation, or the Effective Date does not occur, or in the event that 17 the Settlement Fund, or any portion thereof, is returned to the Defendants or their 18 insurers, then this Judgment shall be rendered null and void to the extent provided by and 19 in accordance with the Stipulation and shall be vacated; and in such event, all orders 20 entered and releases delivered in connection herewith shall be null and void to the extent 21 provided by and in accordance with the Stipulation. (xviii) The Settling Parties shall bear their own costs and expenses except as 22 23 otherwise provided in the Stipulation or in this Judgment. (xix) Without further order of the Court, the Settling Parties may agree to 24 25 reasonable extensions of time to carry out any of the provisions of the Stipulation. (xx) The Court directs immediate entry of this Judgment by the Clerk of the 26 27 Court. 28 -6- 1 2 (xxi) The Court’s orders entered during this Litigation relating to the confidentiality of information shall survive this Settlement. 3 4 IT IS SO ORDERED. 5 6 7 8 DATED: November 19, 2018 __________________________________ CORMAC J. CARNEY 9 10 UNITED STATES DISTRICT JUDGE 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -7-
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