United States District Court, W.D. Arkansas, Fayetteville Division
CITY OF PONTIAC GENERAL EMPLOYEES' RETIREMENT SYSTEM, Individually and on Behalf of All Others Similarly Situated PLAINTIFF
v.
WAL-MART STORES, INC. and MICHAEL T. DUKE DEFENDANTS
ORDER AND FINAL JUDGMENT
Susan
O. Hickey Chief United States District Judge.
On the
4th day of April, 2019, a hearing having been held before
this Court pursuant to the Order preliminarily approving the
Settlement and providing for notice dated December 6, 2018
(the “Preliminary Approval Order”), to determine:
(1) whether the terms and conditions of the Stipulation of
Settlement dated October 26, 2018 (the
“Stipulation”), are fair, reasonable, and
adequate for the settlement of all claims asserted by the
Class against the Defendants in the operative complaint now
pending in this Court under the above caption (the
“Litigation”), including the release of the
Released Defendant Parties, and should be approved; (2)
whether judgment should be entered dismissing the Litigation
on the merits and with prejudice in favor of the Defendants
herein and as against all persons or entities who are Members
of the Class herein who have not timely and validly requested
exclusion therefrom; (3) whether to approve the Plan of
Allocation as a fair and reasonable method to allocate the
Settlement proceeds among the Members of the Class; and (4)
whether and in what amount to award Lead Plaintiff's
Counsel fees and expenses and Lead Plaintiff's expenses.
The Court having considered all filings in this matter and
all information provided during the hearings regarding this
Settlement submitted to it at the hearing and otherwise; and
it appearing that a notice of the hearing, substantially in
the form approved by the Court, was mailed to all individuals
and entities, reasonably identifiable, who purchased or
otherwise acquired Walmart Inc. (“Walmart”)
publicly traded common stock during the period between
December 8, 2011 and April 20, 2012, inclusive (the
“Class Period”), as shown by the records compiled
by the Claims Administrator in connection with its mailing of
the Notice, at the respective addresses set forth in such
records, and that a summary notice of the hearing,
substantially in the form approved by the Court, was
published pursuant to the Preliminary Approval Order as set
forth in the Declaration of Carole K. Sylvester of Gilardi
& Co. LLC, and the Supplemental Declaration of Carole K.
Sylvester of Gilardi & Co. LLC; and the Court having
considered and determined the fairness and reasonableness of
the award of attorneys' fees and expenses requested by
Lead Counsel; and all capitalized terms used herein having
the meanings set forth and defined in the Stipulation.
NOW,
THEREFORE, IT IS HEREBY ORDERED THAT:
1. The
Court has jurisdiction over the subject matter of this
Litigation and all matters relating to the Settlement, as
well as personal jurisdiction over the Lead Plaintiff, all
Class Members, and Defendants.
2.
Notice of the pendency of this Litigation as a class action
and of the proposed Settlement was given to all potential
Class Members who could be identified with reasonable effort.
The Court finds that the form and method of notifying the
Class of the pendency of this Litigation as a class action
and of the terms and conditions of the proposed Settlement:
(a) were implemented in accordance with the Preliminary
Approval Order; (b) constituted the best notice practicable
under the circumstances; (c) constituted notice that was
reasonably calculated, under the circumstances, to apprise
Class Members of (i) the pendency of the Litigation; (ii) the
effect of the proposed Settlement (including the releases to
be provided thereunder); (iii) Lead Counsel's application
for fees and expenses and Lead Plaintiff's expenses; (iv)
their right to object to any aspect of the Settlement, the
Plan of Allocation, and/or Lead Counsel's application for
fees and expenses and Lead Plaintiff's expenses; (v) the
right to exclude themselves from the Class; and (vi) their
right to appear at the Settlement Hearing; (d) constituted
due, adequate, and sufficient notice to all persons and
entities entitled to receive notice of the proposed
Settlement; and (e) satisfied the requirements of Rule 23 of
the Federal Rules of Civil Procedure, the United States
Constitution (including the Due Process Clause), Section 21
of the Securities Exchange Act of 1934, 15 U.S.C.
§78u-4(a)(7), as amended by the Private Securities
Litigation Reform Act of 1995 (the “PSLRA”), 15
U.S.C. §78u-4, et seq., as amended, and all
other applicable laws and rules. No. Class Member is relieved
from the terms of the Settlement, including the releases
provided for therein, based upon the contention or proof that
such Class Member failed to receive actual or adequate
notice. A full opportunity has been offered to the Class
Members to object to the proposed Settlement and to
participate in the hearing thereon. No. class member has
requested an opportunity to be heard at the Final Approval
Hearing. The Court has reviewed the objections sent in the
form of letters to counsel and/or the Court and finds that
all objections to the settlement are overruled.[1]
3.
Defendants have complied with the Class Action Fairness Act
of 2005 (“CAFA”), 28 U.S.C. §1715, et
seq. Defendants timely mailed notice of the Settlement
pursuant to 28 U.S.C. §1715(b), including notices to the
Attorney General of the United States of America, and the
Attorneys General of all States in which Members of the Class
reside. The notice contains the documents and information
required by 28 U.S.C. §1715(b)(1)-(8). The Court finds
that Defendants have complied in all respects with the
requirements of 28 U.S.C. §1715.
4.
Pursuant to, and in accordance with, Rule 23 of the Federal
Rules of Civil Procedure, the Court hereby fully and finally
approves the Settlement set forth in the Stipulation in all
respects (including, without limitation, the amount of the
Settlement, the releases provided for therein, and the
dismissal with prejudice of the claims asserted in the
Litigation), and finds that the Settlement is, in all
respects, fair, reasonable, adequate, and in the best
interests of the Class. Subject to the terms and provisions
of the Stipulation and the conditions therein being
satisfied, the parties are directed to consummate the
Settlement.
5.
Except as to any individual claim of those Class Members who
have validly and timely requested exclusion from the Class
(no Class Members have been identified as having requested
exclusion), all of the claims asserted in the Litigation, as
well as all of the Released Claims (including, without
limitation, Unknown Claims), are hereby dismissed in their
entirety with prejudice as to the Releasing Plaintiff Parties
and as against each and all of the Released Defendant
Parties. The Settling Parties shall bear their own costs and
expenses, except as otherwise expressly provided in the
Stipulation.
6. The
terms of the Stipulation and of this Judgment shall be
forever binding on Lead Plaintiff, Defendants, and all other
Class Members (regardless of whether or not any individual
Class Member submits a Proof of Claim or seeks or obtains a
distribution from the Net Settlement Fund), as well as their
respective successors and assigns.
7. The
releases as set forth in ¶¶4.1-4.4 of the
Stipulation (the “Releases”), together with the
definitions contained in ¶¶1.1-1.33 relating
thereto, are expressly incorporated herein in all respects.
The Releases are effective as of the Effective Date.
8. Upon
the Effective Date, Lead Plaintiff and each and all of the
Class Members who have not timely opted out of the Class, and
anyone claiming through or on behalf of any of them are
hereby permanently barred and enjoined from the assertion,
institution, maintenance, prosecution, or enforcement against
Defendants or any Released Defendant Parties in any state or
federal court or arbitral forum, or in the court of any
foreign jurisdiction, of any and all Released Claims
(including, without limitation, Unknown Claims), as well as
any other claims arising out of, relating to or in connection
with, the defense, settlement, or resolution of the
Litigation or the Released Claims, regardless of whether such
Class Member executes and delivers a Proof of Claim.
9. Upon
the Effective Date, Lead Plaintiff shall, and each of the
Class Members shall be deemed to have, and by operation of
this Judgment shall have, fully, finally, and forever
released, relinquished, and discharged all Released Claims
against the Released Defendant Parties. Lead Plaintiff and
each Class Member is bound by this Judgment, including,
without limitation, the release of claims as set forth in the
Stipulation. The Released Claims are hereby compromised,
settled, released, discharged, and dismissed as against the
Released Defendant Parties on the merits and with prejudice
by virtue of the proceedings herein and this Judgment.
10.
Upon the Effective Date, each of the Released Defendant
Parties shall be deemed to have, and by operation of this
Judgment shall have, fully, finally, and forever released,
relinquished, and discharged Lead Plaintiff, each and all of
the Class Members, and Lead Plaintiff's Counsel from all
claims (including, without limitation, Unknown Claims)
arising out of, relating to, or in connection with the
institution, prosecution, assertion, settlement, or
resolution of the Litigation or the Released Defendants'
Claims.
11.
Neither this Judgment, the Stipulation (whether or not
consummated), including the Exhibits thereto and the Plan of
Allocation contained therein (or any other plan of allocation
that may be approved by the Court), nor any of their terms
and provisions, nor any of the negotiations, discussions, or
proceedings connected with the Stipulation, nor any act
performed or document executed pursuant to or in furtherance
of the Stipulation, or the Settlement (including any
arguments proffered in ...