In Re Sunpower Securities Litigation (Plichta v. Sunpower Corporation et al), No. 3:2009cv05473 - Document 268 (N.D. Cal. 2013)
Court Description: FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE by Judge Seeborg granting 259 Motion for final approval of settlement. (rslc1, COURT STAFF) (Filed on 7/3/2013)
Download PDF
<![CDATA[
In Re Sunpower Securities Litigation (Plichta v. Sunpower Corporation et al) Doc. 268 1 2 3 4 5 6 7 8 9 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION 10 11 IN RE SUNPOWER SECURITIES LITIGATION 12 Case No. CV 09-5473-RS (Consolidated) CLASS ACTION 13 [PROPOSED] FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 [PROPOSED] FINAL JUDGMENT Case No. CV 09-5473-RS Dockets.Justia.com 1 This matter came before the Court for hearing on July 3, 2013, pursuant to an Order of 2 this Court dated March 25, 2013 (the “Order”), on the application of the Lead Plaintiffs for 3 approval of the Settlement set forth in the Stipulation of Settlement dated February 1, 2013 (the 4 “Stipulation”). Full and adequate notice having been given to the Settlement Class as required in 5 the Order, and the Court having considered all papers filed and proceedings held herein and 6 otherwise being fully informed in the premises and good cause appearing therefor, 7 8 NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 9 10 1. capitalized terms used but not defined herein shall have the same meanings as in the Stipulation. 11 12 This Judgment incorporates by reference the definitions in the Stipulation, and all 2. This Court has jurisdiction over the subject matter of the Action and over all parties to the Action, including all Members of the Settlement Class. 13 3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure (“Rule 23”), this 14 Court hereby certifies the Action as a class action solely for purposes of the Settlement. The 15 Settlement Class consists of all Persons who purchased or otherwise acquired SunPower publicly 16 traded Securities1 during the Settlement Class Period. Excluded from the Settlement Class are 17 Defendants, the officers and directors of SunPower, members of their immediate families and 18 their legal representatives, heirs, successors or assigns, and any entity in which Defendants have 19 or had a controlling interest. Also excluded from the Settlement Class are any Persons who 20 otherwise satisfy the above requirements for membership in the Settlement Class, but who 21 excluded themselves by submitting a valid request for exclusion in accordance with the 22 requirements set forth in the Notice (a list of whom is attached hereto as Exhibit 1). 4. 23 With respect to the Settlement Class, this Court finds, solely for the purposes of 24 the Settlement, that the prerequisites for a class action under Rules 23(a) and (b)(3) have been 25 satisfied in that: 26 27 1 “Securities” or “SunPower Securities” means SunPower’s Class A and/or Class B common stock and/or 4.75% Senior Convertible Debentures. 28 [PROPOSED] FINAL JUDGMENT Case No. CV 09-5473-RS -1- 1 2 (a) the members of the Settlement Class are so numerous that joinder of all Settlement Class Members in the Action is impracticable; 3 (b) there are questions of law and fact common to the Settlement Class; 4 (c) the claims by Lead Plaintiffs, as class representatives, are typical of the claims 5 of the Settlement Class; 6 7 (d) Lead Plaintiffs and Lead Counsel have and will fairly and adequately represent and protect the interests of the Settlement Class Members; 8 9 (e) the questions of law and fact common to the Members of the Settlement Class predominate over any questions affecting only individual members; and 10 (f) a class action is superior to other available methods for the fair and efficient 11 adjudication of the controversy, considering: (i) the interests of the Settlement Class Members in 12 individually controlling the prosecution of separate actions; (ii) the extent and nature of any 13 litigation concerning the controversy already commenced by Settlement Class Members; and (iii) 14 the desirability or undesirability of concentrating the litigation of these Claims in this particular 15 forum. 16 5. Pursuant to Rule 23, and solely for purposes of the Settlement, the Court further 17 finally certifies Lead Plaintiffs as class representatives for the Settlement Class and appoints 18 Lead Counsel as counsel for the Settlement Class. 19 6. Pursuant to Rule 23, this Court hereby approves the Settlement set forth in the 20 Stipulation and finds that the Settlement is, in all respects, fair, reasonable and adequate to the 21 Settlement Class. The Court further finds that the Settlement set forth in the Stipulation is the 22 result of good-faith, informed, arm’s-length negotiations between competent, experienced 23 counsel representing the interests of the respective Settling Parties and is in the best interest of 24 the Settlement Class. The Court further finds that the record is sufficiently developed and 25 complete to have enabled the Settling Parties to have adequately evaluated and considered their 26 positions. Accordingly, the Settlement embodied in the Stipulation is hereby finally approved in 27 all respects. 28 Settlement in accordance with the terms and provisions of the Stipulation and of this Judgment. The Settling Parties are hereby authorized and directed to consummate the [PROPOSED] FINAL JUDGMENT Case No. CV 09-5473-RS -2- 1 7. Except as to any individual claim of those Persons (identified in Exhibit 1 hereto) 2 who otherwise satisfy the requirements for membership in the Settlement Class, but who have 3 validly and timely requested exclusion from the Settlement Class, the Action and all claims 4 contained therein at any time, including, without limitation, all of the Released Claims (including 5 Unknown Claims) are DISMISSED in their entirety WITH PREJUDICE. The Settling Parties 6 are to bear their own costs, except as otherwise provided in the Stipulation. 7 8. Upon the Effective Date, Plaintiffs and each of the other Settlement Class 8 Members, for themselves, and on behalf of each of their respective spouses, heirs, executors, 9 beneficiaries, administrators, successors, assigns and any other Person claiming (now or in the 10 future) through or on behalf of any of them directly or indirectly, regardless of whether such 11 Plaintiff or Settlement Class Member ever seeks or obtains by any means (including, without 12 limitation, by submitting a Claim to the Claims Administrator) any distribution from the Net 13 Settlement Fund, shall be deemed to have, and by operation of law and of this Judgment shall 14 have, fully, finally and forever released, relinquished, waived, discharged and dismissed each 15 and all of the Released Claims (including Unknown Claims) against each and all of the Released 16 Persons, and shall have covenanted not to sue any Released Person with respect to any Released 17 Claim except to enforce the releases and other terms and conditions contained in the Stipulation 18 or this Judgment entered pursuant thereto. The foregoing provision shall not apply to any Person 19 who independently would be a member of the Settlement Class and timely excludes himself, 20 herself or itself. The Settling Parties acknowledge, and the Settlement Class Members shall be 21 deemed by operation of law and of this Judgment to have acknowledged, that the foregoing 22 waiver of Unknown Claims and of the provisions, rights and benefits of §1542 of the California 23 Civil Code was separately bargained for and is a material element of the Settlement of which the 24 release in this paragraph is a part. 25 9. Upon the Effective Date, Plaintiffs, each of the other Settlement Class Members, 26 and any other Person (including, without limitation, spouses, heirs, executors, beneficiaries, 27 administrators, successors and assigns) claiming now or in the future through or on behalf of any 28 Plaintiff or Settlement Class Member directly or indirectly, shall be forever permanently barred, [PROPOSED] FINAL JUDGMENT Case No. CV 09-5473-RS -3- 1 enjoined and restrained from commencing, instituting, asserting, maintaining, enforcing, 2 prosecuting or otherwise pursuing, either directly or in any other capacity, any of the Released 3 Claims (including any Unknown Claims) against any Released Person in the Action or in any 4 other action or any proceeding, in any state, federal or foreign court of law or equity, arbitration 5 tribunal, administrative forum or other forum of any kind. 6 10. Upon the Effective Date, Defendants, for themselves and on behalf of each of 7 their respective spouses, heirs, executors, beneficiaries, administrators, successors, assigns and 8 any other Person claiming (now or in the future) through or on behalf of any of them directly or 9 indirectly, shall be deemed to have, and by operation of law and of the Judgment shall have, 10 fully, finally and forever released, relinquished, waived, discharged and dismissed each and all 11 of the Released Persons’ Claims against (i) each and all Plaintiffs in the Action, and their 12 respective attorneys, and all other Settlement Class Members, the members of each Settlement 13 Class Member’s immediate family, any entity in which any member of any Settlement Class 14 Member’s immediate family has or had a controlling interest (directly or indirectly), any estate 15 or trust of which any Settlement Class Member is the settlor or which is for the benefit of any 16 Settlement Class Member and/or members of his or her family, and (ii) each and all of their 17 respective past, present and future heirs, executors, administrators, predecessors, successors, 18 assigns, employees, agents, affiliates, analysts, assignees, associates, attorneys, auditors, co- 19 insurers, commercial bank lenders, consultants, controlling shareholders, directors, divisions, 20 domestic partners, employers, financial advisors, general or limited partners, general or limited 21 partnerships, insurers, investment advisors, investment bankers, investment banks, joint ventures 22 and joint venturers, managers, marital communities, members, officers, parents, personal or legal 23 representatives, principals, reinsurers, shareholders, spouses, subsidiaries (foreign or domestic), 24 trustees, underwriters and retained professionals, in their respective capacities as such. 25 11. The Court hereby finds that notice of the pendency of this Action as a class action 26 and of the proposed Settlement was given to all Settlement Class Members who could be 27 identified with reasonable effort. The notification provided for and given to the Settlement Class 28 was in compliance with the Preliminary Approval Order, and it constituted the best notice [PROPOSED] FINAL JUDGMENT Case No. CV 09-5473-RS -4- 1 practicable under the circumstances, including individual notice to all Settlement Class Members 2 who could be identified through reasonable effort. The distribution of the Notice and the 3 publication of the Summary Notice provided the best notice practicable under the circumstances 4 of those proceedings and of the matters set forth therein, including the proposed Settlement set 5 forth in the Stipulation, to all Persons entitled to such notice, and said notice fully satisfied the 6 requirements of Rule 23; Section 27(a)(7) of the Securities Act of 1933, 15 U.S.C. §77z-1(a)(7) 7 as amended by the Private Securities Litigation Reform Act of 1995; Section 21D(a)(7) of the 8 Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7) as amended by the Private Securities 9 Litigation Reform Act of 1995; due process; and any other applicable law. 10 12. Pursuant to and in compliance with Rule 23, the Court hereby finds that due and 11 adequate notice of these proceedings was directed to the Settlement Class Members, advising 12 them of, among other things, the Settlement and of their right to object thereto, and a full and fair 13 opportunity was accorded to the Settlement Class Members to be heard with respect to the 14 Settlement. Thus, it is hereby determined that all Settlement Class Members (excluding those 15 Persons listed on Exhibit 1) are bound by this Judgment. 16 13. Any order entered regarding any plan of allocation submitted by Lead Counsel or 17 any order entered regarding any attorneys’ fee and/or Litigation Expense application shall in no 18 way disturb or affect this Judgment and shall be considered separate from this Judgment. 19 14. The Stipulation and/or Settlement: 20 (i) shall not be offered, received or admitted against any of the Released Persons as 21 evidence of, or construed or used as, or deemed to be evidence of any presumption, concession 22 or admission by any of the Released Persons (a) of the truth of any fact, (b) of the validity of any 23 Released Claim or any claim that was asserted in the Consolidated Complaint or the Complaint, 24 or that could have been or might have been asserted against any of the Released Persons in this 25 Action or in any litigation in this or any other court, administrative agency, arbitration forum or 26 other tribunal, (c) of any liability, negligence, gross negligence, recklessness, deliberate 27 recklessness, fault or other wrongdoing of any kind of any Released Person to any other Person, 28 (d) of any liability, fault, misrepresentation or omission with respect to any statement or written [PROPOSED] FINAL JUDGMENT Case No. CV 09-5473-RS -5- 1 document approved or made by any of the Released Persons, or (e) of any infirmity in the 2 defenses that have been or could have been asserted in this Action; 3 (ii) shall not be offered, received or admitted against any of the Released Persons, or 4 against Plaintiffs or any other Settlement Class Member(s), as evidence of a presumption, 5 concession or admission with respect to any liability, negligence, fault or wrongdoing of any 6 kind, or in any way referred to for any other reason or purpose as against any of the Released 7 Persons, in any other civil, criminal or administrative action or proceeding in any court, 8 administrative agency or other tribunal (including, without limitation, any formal or informal 9 investigation or inquiry by the Securities and Exchange Commission or any other state or federal 10 governmental or regulatory agency), other than such proceedings as may be necessary to enforce 11 the terms of the Settlement or effectuate the provisions of the Stipulation; provided, however, 12 that if this Stipulation is approved by the Court, any Person may (i) refer to the Stipulation and 13 the Settlement as necessary to secure the liability protections granted them hereunder, and/or (ii) 14 file the Stipulation and/or this Judgment in any action for any purpose, including, without 15 limitation, in order to support a defense or counterclaim based on principles of res judicata, 16 collateral estoppel, release and discharge, good faith settlement, judgment bar or reduction or any 17 other theory of claim preclusion or issue preclusion or similar defense or counterclaim; 18 (iii) shall not be construed against any of the Released Persons, Plaintiffs or any other 19 Settlement Class Member(s) as an admission, concession or presumption that the consideration 20 to be given hereunder represents the amount that could be or would have been recovered after 21 trial; and 22 (iv) shall not be construed against Lead Plaintiffs or any other Settlement Class 23 Member(s) as an admission, concession or presumption that any of their claims are without merit 24 or that damages recoverable under the Complaint would not have exceeded the amount of the 25 Settlement Fund. 26 15. Without affecting the finality of this Judgment in any way, this Court hereby 27 retains continuing jurisdiction for the purpose of, inter alia, entering orders providing for the 28 implementation and enforcement of the terms of the Stipulation, including, without limitation, [PROPOSED] FINAL JUDGMENT Case No. CV 09-5473-RS -6- 1 the releases provided for herein, and awards of attorneys’ fees and Litigation Expenses to Lead 2 Counsel. 3 16. The Court finds, pursuant to 15 U.S.C. § 78u-4(c)(1), that during the course of the 4 Action, the Settling Parties and their respective counsel at all times complied with the 5 requirements of Federal Rule of Civil Procedure 11. 6 17. In the event that the Settlement does not become effective in accordance with the 7 terms of the Stipulation or the Effective Date does not occur, or in the event that the Settlement 8 Fund, or any portion thereof, is returned to the Defendants, then this Judgment shall be rendered 9 null and void to the extent provided by and in accordance with the Stipulation and shall be 10 vacated and, in such event, all orders entered and releases delivered in connection herewith shall 11 be null and void to the extent provided by and in accordance with the Stipulation. 12 13 14 18. Without further order of the Court, the Settling Parties may agree to reasonable extensions of time to carry out any of the provisions of the Stipulation. 19. This Court finds, for purposes of the Federal Rules of Civil Procedure, that there 15 is no just reason for delay and expressly directs the Clerk of the Court to enter this Judgment as 16 set forth herein immediately. This Judgment is a final Judgment in the Action as to all claims 17 asserted therein at any time and as to all of the Settlement Class Members’ Released Claims 18 against the Released Persons. 19 20 21 20. Judgment shall be, and hereby is, entered dismissing the Action in its entirety with prejudice and on the merits. IT IS SO ORDERED. 22 23 DATED: July 3, 2013 24 ______________________________________ THE HONORABLE RICHARD SEEBORG UNITED STATES DISTRICT JUDGE 25 26 27 28 [PROPOSED] FINAL JUDGMENT Case No. CV 09-5473-RS -7- 1 EXHIBIT 1 2 Requests for Exclusion 3 4 1. Marlies Eisenfeld 5 2. Morval Bank & Trust Cayman Ltd. 6 3. Eldon L. Dalton 7 4. Samuel Joseph Nugent 8 5. Tabitha Zehms 9 6. Dieter H. Herdes 10 7. Cristiano Neves Martins 11 8. Charles Pahl 12 9. Ruth Rowlandson 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 [PROPOSED] FINAL JUDGMENT Case No. CV 09-5473-RS -8-
]]>
Some case metadata and case summaries were written with the help of AI, which can produce inaccuracies. You
should read the full case before relying on it for legal research purposes.
This site is protected by reCAPTCHA and the Google
Privacy Policy and
Terms of Service apply.
