&$)e ,1& %,//¶6 3,==$ 3$/0 &9 6&- · 2019-08-28 · lucky 7 dfwlrq dvvhuwhg...

Case 1:16-cv-04219-SCJ Document 131 Filed 06/21/19 of 28

See Champs

Sports Bar & Grill Co. v. Mercury Payment Systems, LLC

Mercury”

Camden I Condominium Ass’n, Inc. v. Dunkle,

Mercury


Dinner Bell Lucky 7


The Dinner Bell Café, Inc. v. North American Bancard,

LLC,

Mercury

Dinner Bell

Id.

Dinner Bell

T.S. Kao, Inc. d/b/a Lucky

7 Chinese Food v. Global Payments Direct, Inc.

Lucky 7 Dinner Bell


Dinner Bell

Lucky 7

Lucky 7

Lucky 7


.


Boeing Co. v. Van

Gemert

In re Gould Sec. Litig

Van Gemert

Camden I Condominium

Ass’n, Inc. v. Dunkle,


See, e.g., In re Checking Account

Overdraft Litig.,

Johnson v. Ga. Highway Express, Inc. See

Camden I

Id.,

Camden I,

See Wolff v. Cash 4 Titles

see also, e.g., Waters v. Int’l Precious Metals Corp.,

Columbus Drywall & Insulation, Inc. v.

Masco Corp.

Morefield v. NoteWorld,

LLC, In re

Checking, Allapattah Services., Inc. v.

Exxon Corp


Mercury

Mercury,

See, e.g., Attorneys’ Fees in

Class Actions: 2009-2013

An Empirical Study of

Class Action Settlements and Their Fee Awards


Mercury,

Mercury

Mercury

Mercury

id. See, e.g. Camden I

Johnson

Johnson


(1) The Time and Labor Involved

Id.,

(2) The Novelty and Difficulty of the Questions


(3) The Skill Requisite to Perform the Legal Service Properly

(4) The Preclusion of Other Employment


(5) The Customary Fee

see, also e.g., Blum v. Stemson

See Blanchard v. Bergeron

Pharr v. Housing Auth.,

(6) Whether the Fee is Fixed or Contingent


Attorney Fee Awards see also, e.g. In re Dun &

Bradstreet Credit Svcs. Cons. Lit. Behrens

v. Wometco Enters., Inc. aff’d,

(7) Time Limitations Imposed by the Client or the Circumstances


(8) The Amount Involved and the Results Obtained

See, e.g., Mercury,

Sims v.


BB&T Corp.

(9) The Experience, Reputation, and Ability of the Attorneys

See Camden I Ressler v. Jacobson

See generally

Walco Invs. v. Thenen

(10) The “Undesirability” of the Case

Johnson,


(11) The Nature and Length of the Attorney-Client Relationship

(12) Awards in Similar Cases

See, e.g., Waters

Columbus Drywall, Smith v. Floor & Décor Outlets of Am., Inc.,

Lunsford v. Woodforest Nat’l BankIn re Profit Recovery

Group Int’l, Inc. Sec. LitigIn re Clarus Corp. Sec. Litig

In re Pediatric Servs. of Am., Inc. Sec. LitigAllapattah Servs., Inc. v. Exxon Corp

routinely

In re Managed Care Litig. v. Aetna,Gutter v. E.I. Dupont De Nemours & Co

In re Terazosin Hydrochloride Antitrust Litig., 99-1317-MDL-SeitzTapken v. Brown


See, e.g., et al. Attorneys’ Fees in

Class Actions: 2009-2013 Shaw v. Toshiba Am. Info.

Sys., Inc.

In re

Checking Account Overdraft Litig.,

(13) Another Factor Supports the Requested Fee

Camden I, ,

Id.


See, e.g., Mashburn v. Nat’l Healthcare, Inc.,

Muehler v. Land O’Lakes, Inc.

Waters v. Int’l

Precious Metals Corp.,

Camden I

exclusive

In re Checking Account, Camden I

Id.


Id.

See, e.g., Columbus Drywall

Pinto v. Princes

Cruise Lines Ltd.


Ingram v. The Coca-Cola Co.

Id.

See, e.g., Waters,

See, e.g., Ingram,


In re Checking, Spicer v. Chi.

Bd. Options Exchange, Inc.


/s/ Kenneth S. Canfield

/s/ Adam J. Levitt pro hac vicepro hac vice

pro hac vicepro hac vice

/s/ Jonathan Palmer

Attorneys for the Plaintiff Class


EXHIBIT 1

Joint Declaration of Co-Lead Counsel

Case 1:16-cv-04219-SCJ Document 131-1 Filed 06/21/19 Page 1 of 35

Exhibit DCase 1:16-cv-04219-SCJ Document 127-4 Filed 04/15/19 Page 1 of 34Case 1:16-cv-04219-SCJ Document 131-1 Filed 06/21/19 Page 2 of 35

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA

ATLANTA DIVISION

T.S. KAO, INC. d/b/a LUCKY 7 CHINESE FOOD, THE DINNER BELL CAFÉ, INC., BILL’S PIZZA PALM SPRINGS, and BILL’S GRILL 1 LLC, individually and on behalf of all others similarly situated, Plaintiffs, v. NORTH AMERICAN BANCARD, LLC, and GLOBAL PAYMENTS DIRECT, INC. Defendants.

Case No. 1:16-CV-04219-SCJ (Consolidated with Case No. 1:15-CV-03059-SCJ)

JOINT DECLARATION OF CO-LEAD CLASS COUNSEL

(1) This joint declaration is filed by Ken Canfield and Adam Levitt.

From the inception of this action, we have served as co-lead counsel for Plaintiffs.

Along with Amy Keller and Jonathan Palmer, we are applying to the Court for

appointment as class counsel for the proposed settlement class.

(2) We both have decades of experience representing plaintiffs in

complex class action litigation and federal multi-district proceedings around the

Case 1:16-cv-04219-SCJ Document 127-4 Filed 04/15/19 Page 2 of 34Case 1:16-cv-04219-SCJ Document 131-1 Filed 06/21/19 Page 3 of 35

2

country. We have previously represented merchants in claims against payment

card processors and together were class counsel for the plaintiffs in Champs Sports

Bar and Grill Co. v. Mercury Payment Systems LLC, Case No. 1:16-CV-00012-

MHC (N.D. Ga.), a case similar to this one that settled in 2017 for a cash fund of

$52 million plus optional credits of valued at $20 million. We believe that this was

the first, and largest, such settlement involving a payment card processor in an

American court.

(3) Attached to this declaration as Exhibits 1 and 2 are resumes for our

law firms – Doffermyre Shields Canfield & Knowles, LLC and DiCello Levitt

Gutzler LLC. These resumes detail our professional background and experience

and that of our firms. Information about our backgrounds can also be found on our

firm’s websites, www.dsckd.com and www.dicellolevitt.com. For easy reference,

we summarize our qualifications below.

(4) Ken Canfield is a partner at Doffermyre Shields Canfield & Knowles,

LLC. After graduating from Dartmouth College in 1974 and Yale Law School in

1977, he was a law clerk for Frank M. Johnson, Jr., then chief judge of the United

States District Court for the Middle District of Alabama; served as special assistant

to the head of the Civil Division in the United States Justice Department and as

special assistant to the head of the United States Environmental Protection Agency;


3

and practiced law in Denver, Colorado and with the Atlanta firm now known as

Kilpatrick Townsend. He formed his current firm in 1990.

(5) More than twenty years ago, the National Law Journal referred to

Doffermyre Shields Canfield & Knowles as “one of Atlanta’s leading firms in

high-profile, class action litigation.” Since that time, the firm and Mr. Canfield

have developed a national reputation in class action litigation as recognized by

Best Lawyers, U.S. News and Daily Report, and other publications. According to

the Chambers USA guide “to America’s leading lawyers,” Mr. Canfield “is revered

as a ‘brilliant litigator,’ particularly in relation to his work on complex class

actions.” The latest edition of the guide reports that Mr. Canfield is seen as the

“premier plaintiff lawyer in the Atlanta market.” Among other current cases in this

District, he is co-lead counsel in the Equifax and Home Depot data breach MDLs

and liaison counsel in the Androgel antitrust MDL.

(6) Adam Levitt is licensed to practice law in Illinois and New York and

is admitted to practice before the United States Supreme Court and numerous

federal circuit and district courts. Two years ago, Mr. Levitt left a partnership at

Grant & Eisenhofer, one of the country’s leading class action law firms, to found

his current firm, DiCello Levitt Gutzler LLC, a litigation specialty firm located in

Chicago, Cleveland, New York City, and St. Louis. A graduate of Columbia


4

College, Columbia University in 1990 and Northwestern University School of Law

in 1993, Mr. Levitt has been recognized as one of the nation’s leading advocates

for plaintiffs in class action litigation. He has been lead or co-lead counsel in close

to twenty MDL proceedings, led dozens more non-MDL litigations, obtained

billions of dollars in recoveries, and negotiated large-scale settlements in a host of

cases. Mr. Levitt is President of the Class Action Trial Lawyers, an elected

member of the American Law Institute and the Economic Club of Chicago, and an

appointed member of the Duke Law Center for Judicial Studies. He also speaks

and writes extensively on litigation-related issues, and received the 2017 Burton

Award, bestowed on the authors of the top twenty law review articles written by

practicing lawyers that year. He has testified before the Illinois Supreme Court

Rules Committee on class action practice and chairs an annual class action

litigation conference in Chicago.

(7) Ms. Keller is a partner of Mr. Levitt at DiCello Levitt Gutzler. Her

rapidly-developing expertise and leadership in the field of consumer class actions

was recently recognized when she was named an Illinois Super Lawyers “Rising

Star,” an honor limited to lawyers under the age of 40. Ms. Keller is a former,

two-time Chair of the Chicago Bar Association’s Class Action Committee and

currently serves on the Sedona Conference’s Working Group 11 on technology-


5

based issues. She has been appointed to leadership positions in many state and

national class actions, including co-lead counsel for the consumer plaintiffs in the

Equifax data breach MDL, a position to which she was appointed by Chief Judge

Thrash of this District. She also worked with us in the Mercury class action

described above. Further background regarding Ms. Keller can be found on the

attached resume of her firm and the firm’s website described above.

(8) Jonathan Palmer is the principal of Jonathan Palmer Law, an Atlanta

law firm he founded after spending nine years at Doffermyre Shields Canfield &

Knowles, LLC. After graduating from the George Washington University School

of Law in 2003, he practiced with Dickstein Shapiro LLP in Washington, D.C. and

Kilpatrick Townsend & Stockton. His practice focuses on complex civil litigation,

including class actions. Mr. Palmer also worked with us in representing the

plaintiffs in the Mercury class action. Additional background information about

Mr. Palmer can be found on his website, www.jonathanpalmerlaw.com.

(9) Class counsel began investigating potential abuses by payment card

processors more than four years when Adam Levitt was approached by a small

merchant who suspected he and other merchants were being systematically

overcharged. The facts were not easy to determine. Monthly invoices sent to

merchants typically are obtuse, the payment card processing industry is complex,


6

and relevant information is hard to come by. Mr. Levitt associated Mr. Canfield

and together we spent months researching the facts and law, interviewing industry

insiders and those with specific knowledge about particular processors’ practices,

consulting with experts, and reviewing numerous contracts and billing records.

(10) On August 31, 2015, as a result of our investigation, we filed The

Dinner Bell Café, Inc. v. North American Bancard, LLC, No. 1:15-cv-03059-SCJ

(N.D. Ga.), which we believe is the country’s first class action by merchants

against a payment card processor alleging inflation of fees that should have been

passed through at cost. In January, 2016, we filed a similar case in this Court

against Mercury Payment Systems, LLC, which as noted above was settled and the

proposed settlement approved by Judge Cohen in 2017.

(11) After we filed the Dinner Bell action, the Court ordered Plaintiffs to

show cause why the case should not be dismissed for lack of subject matter

jurisdiction. Plaintiffs responded. NAB then moved to dismiss. After briefing, the

motion was denied on August 4, 2016. NAB answered and later amended its

answer. On December 27, 2016, as discovery was beginning, NAB moved for

judgment on the pleadings with regard to Plaintiff’s class action allegations and

sought expedited consideration and a stay of discovery. Plaintiffs responded to

both motions.


7

(12) Meanwhile, on November 10, 2016, more than 14 months after the

Dinner Bell action began, another lawyer filed T.S. Kao, Inc. d/b/a Lucky 7

Chinese Food v. Global Payments Direct, Inc., No. 1:16-cv-04219-SCJ, which

asserted similar claims to the ones we were already pursuing and which added

Global Payments Direct, Inc. as an additional defendant. Defendants moved to

dismiss, or alternatively, to strike the class action allegations, and to stay the case.

Plaintiff opposed both motions.

(13) On January 17, 2019, all parties jointly moved to consolidate the two

actions. The Court granted the motion and directed further proceedings to take

place in the Lucky 7 action. Plaintiffs filed a consolidated amended complaint on

February 22, 2017. Defendants moved to strike Plaintiffs’ class action allegations

and to dismiss for lack of subject matter jurisdiction. That motion was fully

briefed and ultimately denied on December 15, 2017. Defendants answered on

January 16, 2018 and, on March 2, 2018, moved for judgment on the pleadings.

While the motion was fully briefed, it was never ruled upon.

(14) In the interim, the parties proceeded with discovery in the

consolidated action. On September 20, 2019, because of difficulty producing

massive data pertaining to the transactions processed during the class period, the

parties jointly moved to extend the October 15, 2019 fact discovery deadline,


8

which the Court denied. The parties then engaged in intense additional discovery

that continued after the deadline. The parties also filed and briefed several motions

relating to discovery disputes.

(15) On October 18, 2019, at the parties’ request, the Court agreed to

extend certain deadlines, allow additional depositions, and stay the action for 90

days to permit settlement discussions. On January 18, 2019, the parties informed

the Court that our settlement efforts had been unsuccessful and reengaged in the

litigation process before the case settled.

(16) The parties retained well-respected Atlanta mediator, Ralph Levy,

who scheduled a face-to-face session for December 10, 2018. Before meaningful

mediation could occur, the parties understood Plaintiffs’ damages experts – Ian

Ratner and a team of forensic accountants from GlassRatner in Atlanta having

extensive experience with the payment card processing industry – needed to

calculate the class-wide damages in dispute using the voluminous data that had just

been produced. Plaintiffs presented our expert’s calculations in a comprehensive

mediation statement given to Mr. Levy and Defendants on December 6, 2018.

(17) Because of the data-intensive nature of the analysis, Defendants

needed more time to evaluate Plaintiffs’ calculations. Mr. Levy rescheduled the

mediation for January 16, 2019. In anticipation of that session, the parties


9

presented to Mr. Levy and exchanged supplemental mediation statements and

additional expert analysis. Despite lasting more than 10 hours, the mediation was

unsuccessful. There was vigorous disagreement regarding Plaintiffs’ likelihood of

prevailing on class certification and the merits. The parties could not even agree

on the amount of damages at issue.

(18) After the mediation, the parties continued to negotiate with help from

Mr. Levy. On February 12, 2019, Plaintiffs entered into a binding memorandum of

understanding with NAB and a separate memorandum of understanding with

Global. The parties informed the Court of the proposed settlement and requested

45 days so that they could reduce the memorandum of understanding with NAB

into a comprehensive written settlement agreement and file the appropriate papers

to begin the process of the Court’s review of the proposed settlement. In response,

the Court then suspended all deadlines and terminated the pending motions. On

April 1, 2019, the parties asked for additional time, explaining they were unable to

meet the 45 day deadline because of the complex nature of the case and the need

for additional input from experts for both sides. The Court granted that request.

(19) The proposed settlement, as is typical of cases such as this one,

provides that a settlement administration will be appointed by the Court to carry

out the notice program and claims process, distribute the settlement benefits to


10

class members, and be responsible for other administrative matters. After a

competitive bid process, the parties selected Angeion Group, headquartered in

Philadelphia to serve as the settlement administrator, subject to the Court’s

approval. Angeion is one of the leading firms specializing in class action notice

and administration and, in fact, for the last two years has been named by the

National Law Journal as the nation’s best class action administrator. More

information about Angeion can be found on its website, www.angeiongroup.com.

(20) At or around the time of the mediation (to the best of our knowledge),

Global retained separate counsel and decided that it did not wish to be included in

the same settlement agreement as NAB. Accordingly, on the same date as

Plaintiffs entered into a memorandum of understanding with NAB, Plaintiffs

entered into a separate memorandum of understanding with Global. That separate

agreement is being filed with the Court as an exhibit to Plaintiffs’ motion for an

order directing notice to the class. Under the Global settlement, Global will be

released but has not expressly agreed to contribute to the $15 million in monetary

consideration. We do not know whether Global, in fact, will contribute any of the

consideration as Global and NAB retain all rights against each other. Plaintiffs’

agreeing to release Global was an express condition of the settlement with NAB.

Class counsel decided that it made little sense to refuse to accept a fair and


11

adequate settlement offer to pursue claims against Global that likely would not

increase the recovery for the class. NAB is contractually obligated to indemnify

Global for the claims asserted in this action. Further, discovery revealed that

NAB, as opposed to Global, was the entity primarily responsible for assessing the

fees at issue and received the resulting revenue. Moreover, in the Mercury

settlement, Global was similarly released but did not contribute monetarily.

(21) The settlements with both NAB and Global were negotiated at arm’s

length and without collusion. To the contrary, the negotiations were hard fought

and likely would not have come to fruition without the assistance of Mr. Levy,

who provided the parties with his candid assessments of the strength and weakness

of the claims and defenses.

(22) We believe that the proposed settlement of this litigation is fair,

adequate, and reasonable, taking into account all of the various risks of continued

litigation. The settlement recovers roughly 16 percent of the potential damages as

calculated by Plaintiffs’ experts and roughly 40 percent of the potential damages as

calculated by NAB. Class members will receive substantial cash benefits. On

average class members are eligible to receive roughly $40. Many will get much

more, including some whose cash payments will exceed $20,000. Class members

also will receive valuable non-monetary benefits, such as the ability to terminate


12

NAB’s services after notice of a fee increase without paying a penalty (that could

exceed $295), a release from NAB, and avoiding the threat of having to pay

NAB’s fees in future disputes even in cases where the class member prevails.

(23) We believe that the plaintiffs’ claims in Mercury action were

significantly stronger than the claims in this case. That is because, among other

things, the facts in Mercury were more favorable for the plaintiffs, more

compelling, and more egregious that the facts in this case. Further, since the

Mercury settlement, there have been several legal decisions in similar cases that

create additional hurdles here.

(24) As a result of our investigation; knowledge of the payment card

industry gained through the Mercury case and consulting with experts in

connection with this case; the extensive discovery that was done in this case; and

our damages experts’ analysis of the massive amount of data produced by

Defendants (which represents the details of all the payment card transactions done

by potential class members over nine years), we believe that we have sufficient

factual information to adequately evaluate the merits of the case and weigh the

benefits of settlement against further litigation.

(25) Based on the data produced by Defendants in this litigation and the

analysis of that data by our experts, the proposed settlement class contains more


13

than 300,000 class members.

(26) We declare under penalty of perjury that the information set forth

above is true and correct to the best of our knowledge and belief.

Dated: April 15, 2017

/s/ Kenneth S. Canfield Kenneth S. Canfield

/s/ Adam J. Levitt Adam J. Levitt


DOFFERMYRE SHIELDS CANFIELD & KNOWLES, LLC 1355 PEACHTREE STREET, SUITE 1725

ATLANTA, GEORGIA 30309 404.881.8900

WWW.DSCKD.COM

Doffermyre Shields Canfield & Knowles, LLC, a small Atlanta firm with a national practice, represents businesses and individuals who have been harmed by others in a wide variety of civil litigation, including class actions, MDLs, environmental and toxic tort actions, personal injury cases, and complex business disputes.

The National Law Journal has called us "one of Atlanta’s leading firms in high-profile, class action litigation." According to the Atlanta Business Chronicle, our firm is "considered expert in a wide range of product liability, personal injury and environmental cases" and "known for litigating high profile cases." The Fulton County Daily Report has touted our courtroom skill, innovative style, and "creative thinking."

U.S. News and Daily Report ranks the firm as one of the nation’s best for “mass tort litigation/class actions – plaintiffs” and “appellate litigation.” In Georgia, the firm is ranked by U.S. News as among the best in commercial litigation, personal injury, environmental litigation, and other areas. We have been named annually one of "America’s leading business law firms" by Chambers U.S.A., which has described us as "one of the most able plaintiff firms in the city ... with a terrific track record and experience in high-quality and high-stake litigation" and noted our “excellent trial lawyers.”

Our lawyers have gone to top law schools and been elected to such organizations as the American College of Trial Lawyers, the American Law Institute, and the International Academy of Trial Lawyers. Firm lawyers are routinely included in publications such as Best Lawyers, Super Lawyers, Benchmark Litigation, and Chambers U.S.A., which among other things have said the following about us based upon interviews with clients, judges, and other lawyers:

• The firm has “earned a reputation as ‘Atlanta’s premier plaintiff firm.” Thefirm is “willing to take a lot of risk, and they run things leanly and efficiently.They don’t ‘lawyer up’ a lot of cases.” Benchmark Plaintiff: The DefinitiveGuide to America’s Leading Plaintiff Firms and Lawyers (2014).

• The firm “excels in complex litigation. … Sources say: These lawyers reallyknow how to fight for their clients. They pick their battles carefully, withjudgment that can be trusted implicitly.” Chambers U.S.A.: America’s LeadingLawyers for Business (2010).

Exhibit 1


http://www.dsckd.com/

http://www.dsckd.com/practice-areas/?action=view&practice_id=9



2

• The firm is “reputed in Atlanta as ‘one of the top plaintiff firms in town.’”“Commentators praise the firm’s strong litigation work and highly skilled triallawyers.” Chambers U.S.A. (2009).

The firm has a long history of obtaining major verdicts and settlements. Collectively, we have tried hundreds of cases -- and litigated thousands more through settlement -- involving an extraordinary variety of legal issues and factual settings. We frequently work in leadership positions with teams of lawyers from other firms on cases of national significance. Examples include the national breast implant litigation (in which one of our lawyers served as co-chair of the plaintiffs' steering committee), the managed care litigation (on which we served on the plaintiffs’ steering committee), and the Masonite hardboard siding and related litigation (in which we served as co-lead counsel). Each of these cases recovered more than $1 billion for class members.

THE FIRM’S PRINCIPAL LAWYERS

Kenneth S. Canfield:

Mr. Canfield graduated from Dartmouth College, summa cum laude, and Yale Law School, where he was an editor of the Yale Law Journal. He then served as a law clerk to the Honorable Frank M. Johnson, Jr. of the U.S. District Court for the Middle District of Alabama; Special Assistant to the head of the Civil Division in the Justice Department; and Special Assistant to the Administrator of the EPA under President Carter.

Since founding the firm in 1990, Mr. Canfield's practice has focused on complex civil litigation, particularly class actions, personal injury cases, and business disputes. He has been appointed as lead counsel or to plaintiffs' steering committees in class actions and federal multi-district litigation proceedings involving a wide range of subject areas, including ERISA, RICO, products liability, consumer fraud, and insurance practices. He has also represented plaintiffs in numerous constitutional, civil rights, and election cases.

Currently, among other cases, Mr. Canfield serves as co-lead counsel in the Equifax and Home Depot data breach multi-district cases and liaison counsel in In re Androgel Antitrust Litigation, all of which are pending in the N.D. Ga.

Mr. Canfield is recognized in Best Lawyers in America, Georgia Super Lawyers, Chambers U.S.A.: American’s Leading Lawyers for Business, Benchmark, and others. The 2010 edition of the Chambers guide hailed Mr. Canfield as a “brilliant trial lawyer with refreshingly good people skills who gets extraordinary results for his clients.” The 2018 edition of the guide reports that Mr. Canfield is seen as "the premier plaintiff lawyer in the Atlanta market." Mr. Canfield is a past president of the Georgia Trial Lawyers Association.


3

Robert E. Shields:

Mr. Shields graduated in 1971 from New York University School of Law, where he was a Root-Tilden Scholar, awarded a Founder's Certificate for graduating in the top 5 percent of his class, and admitted into the Order of the Coif. He also was an editor of the NYU Law Review, a contributor to the Annual Survey of American Law, the Law School Moot Court Champion, and a member of NYU's National Moot Court Team.

Mr. Shields received his undergraduate degree from Wichita State University. Among other honors, he served two terms as president of the student body, and, in 1968, was the National Collegiate Debate Champion.

Mr. Shields has published numerous articles and several book chapters, primarily on the subject of hazardous waste and toxic torts. He has held teaching positions at Georgia State University College of Law and Emory University School of Law.

Mr. Shields is a Fellow of the International Academy of Trial Lawyers and an Advocate in the American Board of Trial Advocates. He is a Past President of its Georgia Chapter. In addition, Mr. Shields is listed in Best Lawyers in America, named a Georgia Super Lawyer by Atlanta Magazine, and other rating guides for his work in environmental, commercial and personal injury litigation.

Everette L. Doffermyre:

Everette Doffermyre specializes in business litigation and class actions. He attended the University of Virginia where he received his undergraduate degree in economics, with high honors, in 1970, and his law degree in 1973.

Mr. Doffermyre's business litigation practice has spanned the gamut from claims involving breach of contract, breach of trust or fiduciary duty, lost profits, trade secrets, patents and trademark infringement, and business torts to legal malpractice. In the area of class actions, Mr. Doffermyre has served as lead or co-lead counsel on behalf of consumers in a number of nationwide and statewide class cases involving defective home building materials to environmental claims and denial of insurance benefits.

Mr. Doffermyre has been selected by James Magazine as one of the “100 Best Lawyers in Georgia;” as one of “Georgia’s Elite” by Georgia Trend magazine; by Best Lawyers in America as a “Best Lawyer” in Commercial Litigation and in Trusts and Estates Litigation; as one of Atlanta’s “Litigation Stars” by Benchmark; and as a Georgia Super Lawyer by Atlanta magazine. Chambers USA 2009 noted that Mr. Doffermyre “is held in extremely high regard for ‘his determined manner and his strong advocacy work.’”


4

REPRESENTATIVE CLASS ACTION, MASS ACTION, AND MDL CASES

Examples of class action, mass action, and MDL cases which we have handled include:

In re: Silicone Gel Breast Implant Litigation, (N.D. Ala.). The case recovered billions of dollars for women injured by breast implants. Deceased partner Mr. Knowles served as co-chair of the PSC.

In re: Managed Care Litigation, (S.D. Fla.). A national class action by doctors against the country’s largest insurers, the case recovered more than a billion dollars and required massive business practice changes. Mr. Canfield was on the PSC.

Naef v. Masonite Corp., (Mobile, Ala.). A national class action by owners of buildings with defective siding, the case was settled after a groundbreaking trial. The settlement exceeded a billion dollars. Mr. Doffermyre was co-lead counsel.

Castano v. American Tobacco Co., (D. La.). This landmark class action brought by 60 law firms on behalf of the nation’s smokers directly contributed to the national tobacco settlement valued in excess of $200 billion. The firm served on the executive committee.

In re: Allstate Ins. Co. Underwriting and Rating Practices Litigation, (M.D. Tenn.). This national consumer class action involving the Fair Credit Reporting Act settled for benefits exceeding $100 million. Mr. Canfield was co-lead counsel.

Owens v. Monsanto Co. (Anniston, Ala.) In this mass action, we represented several thousand African Americans injured by PCB contamination. The case settled during trial for more than $40 million. Mr. Shields was lead counsel.

Freeman v. City of Jacksonville (Duval County, Fl). Mr. Shields was lead counsel in this mass action on behalf of residents of a minority neighborhood harmed by ash emissions. The case settled for $75 million.

Hinson Elec. Contracting Co. v. AT&T (M.D. Fla.). This national class action, which alleged AT&T overcharged contractors for repairing damage to its cables, settled for benefits in excess of $38 million. Mr. Canfield was lead counsel.

In re Home Depot Data Breach Security Litigation (N.D. Ga.). Mr. Canfield serves as co-lead counsel in the financial institutions track in this data breach case, which settled for $27.25 million and remedial relief, believed to be the largest such settlement.

Champs Sports Bar v. Mercury Payment Systems, LLC (N.D. Ga.) A national class action by merchants involving alleged overbilling by a major payment card processor settled for cash payments of $52 million. Mr. Canfield served as co-lead counsel.


Chicago Ten North Dearborn Street

Eleventh Floor Chicago, Illinois 60602

Cleveland Western Reserve Law Building

7556 Mentor Avenue Mentor, Ohio 44060

New York 444 Madison Avenue

Fourth Floor New York, New York 10022

St. Louis 9200 Litzsinger Road

St. Louis, Missouri 63144

Exhibit 2Case 1:16-cv-04219-SCJ Document 127-4 Filed 04/15/19 Page 19 of 34Case 1:16-cv-04219-SCJ Document 131-1 Filed 06/21/19 Page 20 of 35

www.dicellolevitt.com 2

DiCelloLevittGutzlerLLC’sExperienceandRepresentativeCases

Representing institutional investors, individuals, businesses, and public clients, the firm’s attorneys have successfully prosecuted and settled numerous complex cases and class actions, resulting in billions of dollars in recoveries for their clients and other class members. Partners Mark DiCello, Adam Levitt, and Greg Gutzler lead a top‐notch team of recognized leaders who share a collective depth of experience and steadfast commitment to justice. Their tireless advocacy on behalf of their clients is well‐known, recently leading Mike Bowers, Georgia’s former Attorney General, to characterize a settlement obtained by Adam Levitt and Amy Keller, along with co‐counsel in this action Kenneth Canfield, on behalf of small business owners against a major credit card processor as a “work of art,” and “one of the best pieces of legal work I have ever observed.” Champs Sports Bar & Grill v. Mercury Payment Systems, LLC, No. 16‐cv‐00012 (N.D. Ga.).

Based in Chicago, Cleveland, New York, and St. Louis, with a nationwide practice, the firm’s attorneys have successfully led—and are presently leading—many large class and multidistrict actions, including against industry titans such as Apple, Intel, General Motors, and Equifax, and representing businesses and investors in arbitrations and litigation in multiple courts.

REPRESENTATIVE MULTI‐DISTRICT AND CLASS ACTION CASES

In re Intel Corp. CPU Marketing, Sales Practices and Products Liability Litigation, No. 18‐md‐02828 (D. Or.)

Nationwide class action related to security flaws in Intel‐manufactured CPUs.

Plaintiffs’ Steering Committee

In re Apple Inc. Device Performance Litigation, No. 18‐md‐02827 (N.D. Cal.)

International class action concerning device performance throttling.

Plaintiffs’ Executive Committee

In re Polaris Marketing, Sales Practices, and Products Liability Litigation, No. 18‐0939 (D. Minn.)

Nationwide class action against off‐road vehicle manufacturer related to design defects impacting driver safety.

Co‐Lead Counsel

In re Equifax, Inc. Customer Data Security Breach Litigation, No. 17‐MD‐02800 (N.D. Ga.)

Data breach affecting nearly 150 million people.

Co‐Lead Counsel

State of New Mexico, ex rel. Hector H. Balderas v. Takata Corporation, No. D‐101‐CV‐2017‐00176 (Santa Fe 1st Jud. Dist., N.M.)

Consumer protection lawsuit brought by state attorney general involving defective and dangerous airbags.

Counsel by Special Commission

Champs Sports Bar & Grill v. Mercury Payment Systems, LLC, No. 16‐cv‐00012 (N.D. Ga.)

Card processing fee class action resulting in nationwide settlement of $52 million for small businesses.

Co‐Lead Counsel

Sloan v. General Motors LLC, No. 16‐cv‐07244‐EMC (N.D. Cal.)

Excessive oil consumption defect class action.

Co‐Lead Counsel

State of New Mexico, ex rel. Hector H. Balderas v. Volkswagen Group of America, No. D‐101‐CV‐2017‐00176 (Santa Fe 1st Jud. Dist., N.M.)

Consumer protection lawsuit related to corporation’s use of defeat device to circumvent state consumer and environmental laws.

Counsel by Special Commission



In re Volkswagen “Clean Diesel” Marketing, Sales Practices and Products Liability Litigation, No. 15‐md‐2672 CRB (JSC) (N.D. Cal.)

Vehicle emissions/defeat device class action litigation resulting in over $16 billion in total settlements for consumers.

Plaintiffs’ Steering Committee

In re General Motors LLC Ignition Switch Litigation, No. 14‐md‐2542 (S.D.N.Y.)

Ignition switch defect class action. Executive Committee

In re Navistar MaxxForce Litigation, No. 14‐cv‐5249 (N.D. Ill.)

Nationwide truck emissions control system defect class action.

Co‐Lead Counsel

NCUA v. RBS Securities, Inc., No. 13‐cv‐6726 (S.D.N.Y.)

Securities litigation related to residential mortgage‐backed securities; accepted offer of judgment for $129.6 million, plus fees

Represented Government Agency

In re Adobe Systems, Inc. Privacy Litigation, No. 13‐cv‐05226 (N.D. Cal.)

Data breach affecting 38 million customer accounts.

Executive Committee

CMFG Life Ins. Co. v. RBS Sec. Inc., No. 12‐cv‐037 (W.D. Wis.)

Securities litigation related to residential mortgage‐backed securities; recovery amounts confidential.

Counsel for Large Wisconsin Corporation

Roberts v. Electrolux Home Products, Inc., No. 12‐cv‐1644 CAS (C.D. Cal.)

Defective dryer class action resulting in $35.5 million nationwide settlement.

Co‐Lead Counsel

In re Imprelis Herbicide Marketing, Sales Practices and Products Liability Litigation, MDL No. 2284 (E.D. Pa.)

Tree and shrub damage from defective herbicide class action resulting in $550 million settlement.

Co‐Lead Counsel

In re Sony Gaming Networks and Customer Data Security Breach Litigation, No. 11‐md‐02258 (S.D. Cal.)

Data breach case affecting 77 million accounts.

Co‐Lead Counsel

In re Michaels Stores Pin Pad Litigation, No. 11‐C‐3350 (N.D. Ill.)

Data breach lawsuit concerning compromised payment information.

Co‐Lead Counsel

In re StarLink Corn Products Liability Litigation, MDL No. 1403 (N.D. Ill.)

Biotechnology class action concerning contamination of U.S. corn supply with unapproved genetically modified trait resulting in $110 million settlement.

Co‐Lead Counsel

In re Genetically Modified Rice Litigation, MDL No. 1811 (E.D. Mo.)

Biotechnology mass tort concerning contamination of U.S. rice supply resulting in aggregate settlements exceeding $1.1 billion.

Co‐Lead Counsel

In re Porsche Cars Plastic Coolant Tubes Litigation, MDL No. 2233 (S.D. Ohio)

Nationwide class action involving defective engine coolant tubes resulting in $45 million settlement.

Co‐Lead Counsel



In re: Reebok Easytone Litigation, No. 10‐CV‐11977 (D. Mass.)

False advertising class action resulting in $25 million, non‐reversionary settlement fund.

Class Counsel

In re Pharmatrak, Inc. Privacy Litigation, No. 00‐11672 (D. Mass.)

Internet privacy lawsuit related to collection of personal information without consent.

Co‐Lead Counsel

NCUA v. Barclays Capital, Inc., No. 13‐cv‐6727 (S.D.N.Y.) & No. 12‐1631 (D. Kan.)

Securities litigation related to residential mortgage‐backed securities; settled for $325 million combined.


NCUA v. Wachovia Capital Markets LLC, No. 13‐cv‐6719 (S.D.N.Y.) & No. 11‐2649 (D. Kan.)



NCUA v. Morgan Stanley & Co., Inc., No. 13‐cv‐6705 (S.D.N.Y.) & No. 13‐cv‐2418 (D. Kan.)



NCUA v. RBS Securities, Inc., et al., No. 11‐2340 (D. Kan.) & No. 11‐5887 (C.D. Cal.)

Securities litigation related to residential mortgage‐backed securities; settled for $1.1 billion.


Monsanto v. Syngenta Seeds, Inc., No. 07‐cv‐543 (E.D. Mo)

Breach of licensing agreement related to access to Monsanto’s newest patented soybean technology; resulted in favorable settlement agreement.

Represented Large Biotechnology Corporation

Gulf Power v. Peabody, No. 06‐cv‐270 (N.D. Fla.) Defending breach of coal supply agreement; tried to successful verdict.

Represented Large Energy Company

Monsanto v. Delta & Pine Land Company CA, No. 1970‐N (Del. Chancery)

Confidential arbitration re licensing fees and obligations related Monsanto’s patented cotton technology.


Monsanto v. Syngenta Seeds, Inc., No. 2107CC‐01361 (Missouri State Court, St. Louis County)

Licensing dispute related to Monsanto’s patented soybean technology; tried to successful verdict; received all remedies sought, including declaratory judgment and injunctive relief.


Monsanto v. Garst Seed Co., No. 2104CC‐04999 (Missouri State Court – St. Louis County)

Breach of contract case. Won summary judgment.


In re DoubleClick, Inc. Privacy Litigation, No. 00‐civ‐0641 (S.D.N.Y.)

Internet privacy class action. Co‐Lead Counsel



Supnick v. Amazon.com, Inc.,

No. C00‐0221P (W.D. Wash.)

Internet privacy lawsuit related to installation of tracking software.

Co‐Lead Counsel

Monsanto v. E.I. du Pont De Nemours & Co. Inc., No. 00‐cv‐00952 (E.D. Mo.)

Patent infringement lawsuit; tried to successful $1 billion verdict, the fourth‐largest patent‐infringement jury verdict in U.S. history


DiCelloLevittGutzlerLLC’sExperiencedRosterofAttorneys

Acknowledged as Super Lawyers and Leading Lawyers by Law Dragon, and AV‐Rated by Martindale‐Hubbell, the attorneys of DiCello Levitt are recognized as best in their field by prominent legal publications. In addition, the firm’s attorneys have been included in the Law Bulletin’s 40 Under 40 award, National Trial Lawyers 40 Under 40 list, and the Best Lawyers in America publication.

Beyond recognition from legal publications, the firm’s attorneys have contributed to the legal community

through scholarship and speaking engagements, including as a panelist for the Women’s Bar Association of Illinois, testifying before the Illinois Supreme Court Rules Committee on class action practice, and chairing an annual class action litigation conference in Chicago.

Biographies for the firm’s attorneys proposed to lead this action follow.



AdamJ.LevittPartnerEMAIL:

[email protected]

EDUCATION

Northwestern University Law

School, J.D.

Columbia College, Columbia

University, A.B., magna cum laude

Adamoperatesoneofthenation’sleadingcommerciallitigationpractices,havingachievedbillionsinrecoveriesforhisclients. A founding partner of DiCello Levitt, Adam Levitt is one of the nation’s leading advocates for plaintiffs in commercial litigation, class actions, mass torts, and public client cases. He has extensive experience leading multidistrict and other nationwide complex litigation lawsuits, with a substantial focus on deceptive trade practices, financial fraud, sophisticated technology issues, and new approaches to compound legal issues. A leader in the field of developing novel approaches to damages methodologies, Mr. Levitt has recovered billions of dollars for clients and class members. As co‐lead counsel in three of the largest biotechnology class actions in history, he recovered more than $1.7 billion for class members: In re Genetically Modified Rice Litig. (E.D. Mo.) (securing settlements exceeding $1.1 billion); In re Imprelis Herbicide, Sales Practice and Products Liability Litig. (E.D. Pa.) ($550 million settlement); and In re StarLink Corn Products Liability Litig. (N.D. Ill.) ($110 million settlement). In those cases, Mr. Levitt devised the market loss damages model used in every similar case since StarLink. His legal writing related to these novel theories and damages modeling earned Mr. Levitt the Burton Award for Finest Law Firm Writer (2017) and the American Agricultural Law Association’s Professional Scholarship Award (2017). Recognized as a “pioneer” in litigation involving complex technology issues by Judge James Ware, former Chief Judge of the United States District Court for the Northern District of California, Mr. Levitt has served in leadership roles in a variety of multidistrict class action cases related to sophisticated frauds committed through the utilization of technology. For example, Mr. Levitt was recently appointed to the Plaintiffs’ Steering Committee in the nationwide class action against Intel Corp. related to security vulnerabilities in the company’s ubiquitous CPUs. In re: Intel Corp. CPU Marketing, Sales Practices and Products Liability Litigation (D. Or.). Mr. Levitt’s victories extend to other areas of practice, including in automotive cases, where he served as a member of the Plaintiffs’ Steering Committee in In re Volkswagen “Clean Diesel” Marketing, Sales Practices and Products Liability Litig. (N.D. Cal.), a case resulting in over $16 billion in total settlements for consumers. Mr. Levitt has also served in leadership positions in a number of other cases, including In re Polaris Mktg., Sales Practices, and Prods. Liab. Litig. (D. Minn.) (Co‐Lead Counsel); In re Navistar Maxxforce Engines, Sales Practices and Products Liability Litig. (N.D. Ill.) (Co‐Lead Counsel); and In re General Motors LLC Ignition Switch Litig. (S.D.N.Y.) (Executive Committee). Nationally recognized as an authority on class action litigation, Mr. Levitt is the President of Class Action Trial Lawyers, an elected member of the American Law Institute and the Economic Club of Chicago and serves on advisory boards for the Duke Law Center for Judicial Studies, the American Constitution Society, and the Institute for Consumer Antitrust Studies. He has testified before the Illinois Supreme Court Rules Committee on class action practice and chairs an annual class action litigation conference in Chicago. Mr. Levitt has an “AV” rating from Martindale‐Hubbell and has been named an Illinois Super Lawyer every year since 2012.



AdamJ.Levitt,continued

PRACTICE AREAS

• Antitrust Litigation • Appellate Litigation • Commercial Litigation • Class Action Litigation • Product Liability Litigation • Public Client Litigation

HONORS

• Burton Award, Finest Law Firm Writer (2017) • “AV” rating, Martindale‐Hubbell • Super Lawyer: Class Actions & Mass Torts, Illinois (2012‐present) • 500 Leading Lawyers in the U.S., Lawdragon (2011) • Litigator of the Week, American Lawyer (2011)

SELECTED WRITINGS AND PRESENTATIONS

Law review articles

• The Gift That Keeps on Giving: Price Overhang Damages in Commodity Crop Cases, 51 VAL. U. L. REV. 375 (2017) (co‐authored with Russell L. Lamb)

• Agricultural “Market Touching”: Modernizing Trespass to Chattels in Crop Contamination Cases, 38 U. HAW. L. REV. 409 (2016) (co‐authored with Nicole Negowetti)

• CAFA and Federalized Ambiguity: The Case for Discretion in the Unpredictable Class Action, 120 YALE L.J. ONLINE 231 (2011)

Other recent writings

• March of the Machines – Robotic Vehicles and the Changing Landscape of Motor Vehicle Liability, TRIAL, Vol. 53, No. 2 (2017)

• The Volkswagen Emissions Scandal: What’s Next?, TRIAL, Vol. 52, No. 2 (2016)

• Volkswagen Scandal is Perfect Fit for a Damages Class Action, Portfolio

Media (Law360) (September 2015)

Recent notable presentations

• The Current Role of Class Actions in Complex Litigation, Contemporary Issues

in Complex Litigation, Northwestern Pritzker School of Law (2018)

• Analysis and Application of the Ninth Circuit’s Briseño v. ConAgra Opinion,

Rapid Response: Analysis of the Ninth Circuit Rejection of Ascertainability

Webinar (2017)

• Criteria for Approving Class Action Settlements, The Duke Law Center for

Judicial Studies – Class Action Settlement Conference (2016)

ADMISSIONS

• United States Supreme Court • United States Courts of Appeals for the First, Second, Third, Fourth, Seventh,

Eighth, Ninth, Eleventh, and Federal Circuits • United States District Courts for the District of Colorado; Northern, Central,

and Southern Districts of Illinois; Northern District of Indiana; Eastern District of Michigan; District of Nebraska; Eastern and Northern Districts of Texas; and the Western District of Wisconsin

• State Courts of Illinois and New York



AmyKellerPartnerEMAIL:

[email protected]

EDUCATION John Marshall Law School, J.D.

University of Michigan, B.A.

AmyKellerhasbuiltanationalrepresentationasazealousconsumeradvocate,directinglitigationstrategyinnationwideclassactioncases.

Amy Keller has experience successfully litigating a variety of complex litigation cases in leadership positions across the United States. Recently, Ms. Keller was appointed to serve as co‐lead counsel in the pending nationwide litigation against Equifax related to its 2017 data breach. In that case, Ms. Keller represents nearly 150 million class members. In re Equifax, Inc. Customer Data Security Breach Litig., No. 17‐MD‐02800 (N.D. Ga.). As the recently‐appointed Co‐Chair of Law and Briefing on the Plaintiffs’ Executive Committee in In re: Apple Inc. Device Performance Litigation (N.D. Cal.), Ms. Keller employed her technical savviness in directing an effort to craft a nationwide and international consolidated complaint. Ms. Keller’s numerous other leadership positions have also required sophistication in not only understanding complex legal theories, but also presenting multifaceted legal strategies to ensure a favorable result to her clients. See, e.g., Gengler v. Windsor Window Company, et al., No. 16‐cv‐00180 (E.D. Wis.) (plaintiffs’ steering committee; case resulted in nationwide settlement); Catalano v. BMW of North America, LLC, et al., No. 15‐cv‐04889 (S.D.N.Y.) (interim settlement counsel for nationwide settlement providing repair and replacement of certain electrical parts in automobiles); Roberts, et al. v. Electrolux Home Prods., Inc., No. 12‐cv‐01644 (C.D. Cal.) (co‐lead settlement counsel in nationwide settlement). Ms. Keller’s expertise spans a wide variety of practice areas and topics—including benefit of the bargain analysis and consumer protection. See Grasso, et al. v. Electrolux Home Prods., Inc., No. 16‐cv‐00911 (M.D. Fla.). Ms. Keller’s experience also extends to the development of briefing and strategy at the district and appellate court level concerning ascertainability of class members in consumer class actions, complex personal jurisdiction challenges in multi‐state cases, the use of conjoint analysis in determining damages, and the enforceability of arbitration clauses in consumer contracts. See, e.g., Conagra Brands, Inc. v. Briseño, et al., 138 S. Ct. 313 (2017); Bell v. PNC Bank, Nat. Ass’n, 800 F.3d 360 (7th Cir. 2015); and Elward v. Electrolux Home Prods., Inc., No. 15‐cv‐09882 (N.D. Ill.); among others. As a two‐time chair of the Chicago Bar Association Class Action Committee, Ms. Keller gave a number of presentations on topics impacting large‐scale consumer class actions, including presentations on emerging legal issues in technology and privacy matters and in consumer cases. Chicago Bar Association Class Action Committee Winter Seminar, Class Actions and the Trump Administration (2017); Women’s Bar Association of Illinois, Panel on Emerging Issues in Privacy and Technology Law (2017); Perrin Class Action Litigation Conference, Current Trends in Product Liability Class Action Litigation (2016); Chicago Bar Association, 2015 Annual Spring Seminar on Class Action Litigation (2015). Ms. Keller is recognized by Illinois Super Lawyers as a “Rising Star,” and serves as a board member of Public Justice, a not‐for‐profit legal advocacy organization. She is a member of the Sedona Conference’s Working Group 11, which focuses on litigation issues surrounding technology, privacy, artificial intelligence, and data security. In 2018, Ms. Keller was named as a National Law Journal Plaintiff Trailblazer, and a one of the “Top 40 Under 40” trial lawyers in Illinois by National

Trial Lawyers.



AmyKeller,continued

PRACTICE AREAS

• Antitrust Litigation • Appellate Litigation • Class Action Litigation • Commercial Litigation • Employment Litigation

HONORS

• Super Lawyer: Rising Star, Illinois (2016‐2019) • National Trial Lawyers, Top 40 Under 40 (2018) • Plaintiff Trailblazer, National Law Journal (2018)

SELECTED WRITINGS AND PRESENTATIONS

• Class Actions and the Trump Administration, Chicago Bar Association Class Action Committee Winter Seminar (2017)

• Emerging Issues in Privacy and Technology Law, Women’s Bar Association of Illinois (2017)

• Current Trends in Product Liability Class Action Litigation, Perrin Class Action Litigation Conference in Chicago, Illinois (2016)

• A Funny Thing Happened on the Way to the Forum: When to Choose Federal Over State Court, American Bar Association Section of Litigation Annual Conference in Chicago, Illinois (2016)

• Chicago Bar Association 2015 Annual Spring Seminar on Class Action Litigation in Chicago, Illinois (2015)

• Circuit Court Update, ABA Section of Labor and Employment Law, 6th Annual Section Conference in Coronado, California (2013)

• Preemptive Collateral Estoppel Blocks Consumer Class Action in Thorogood, CADS Report, Vol. 21, Winter 2011 (Co‐authored by associate Dawn M. Goulet)

• The Criminal Law Edit, Alignment and Reform Initiative: A Symposium on the New Criminal Code, 41 J. MARSHALL L. REV. 610‐935 (Spring 2008) (as Chair of the Symposium)

ADMISSIONS

• United States Courts of Appeals for the Third, Seventh, Eighth, and Ninth Circuits

• United States District Courts for the Northern District of Florida, Southern District of Florida, Northern District of Illinois, Southern District of Illinois, District of Nebraska, Eastern District of Michigan, Western District of Michigan, District of Maryland

• State Courts of Illinois and Michigan



AdditionalMembersoftheFirm

Our attorneys have the ability to successfully try cases across the spectrum of complex commercial litigation, financial fraud and securities litigation, public litigation, class actions, and other areas of law. By bringing together top plaintiffs’ attorneys, we strive to obtain justice for our clients across the United States and around the world who have experienced significant injuries at the hands of powerful defendants.

MarkA.DiCelloPartner EDUCATION Cleveland‐Marshall College of

Law, J.D.

University of Dayton, B.A.

One of the nation’s leading plaintiffs’ attorneys,Mark regularlyactsasleadandco‐leadcounselinmajorpersonalinjuryandmasstortactions,withsubstantialrecoveriesforvictimsofinjustice.Mark DiCello has established a national practice representing victims ranging from individuals suffering catastrophic personal injuries to classes of plaintiffs affected by harmful medical devices, pharmaceutical products, chemicals, and automobiles. In recent years, he has been appointed co‐lead counsel in massive multidistrict litigation involving defective pelvic mesh devices and was appointed to a plaintiffs’ committee in a products liability litigation over metal hip implants, which ultimately led to over $12 billion in settlements. Always seeking to improve his craft, he has completed the curriculum of the Trial Lawyers College. Mr. DiCello holds leadership positions in the Association of Plaintiffs’ Interstate

Trucking Lawyers of America, as well as The National Trial Lawyers.

RobertF.DiCelloPartner EDUCATION Cleveland‐Marshall College of

Law, J.D.

Northwestern University, M.A. University of Dayton, B.A.

Apowerfulstorytellerandtriallawyer,Roberthasearnedmulti‐million‐dollar recoveries for victims of police abuse,catastrophicallyinjuredpeople,andclassplaintiffs.Mr. DiCello has extensive experience advocating for clients in mass tort and class action litigation, in addition to maintaining a growing practice focused on curbing police misconduct, government abuse, and catastrophic injury. He represents victims of police abuse around the country, earning jury verdicts of $22 million in 2016, and $8.7 million in 2017, for various cases involving police misconduct. A powerful storyteller before juries, he also frequently represents clients before appellate courts. Working in the largest prosecutor’s office in the country out of law school—the Cuyahoga County Prosecutor’s Office—Mr. DiCello rose to manage as many as eight prosecutors in four different courts. During that time, he tried more than 40 jury trials, involving major felonies from financial crimes to violent crimes to drug offenses. He received a master’s degree in music from Northwestern University, and his law degree from Cleveland‐Marshall College of Law, where he served as Editor‐in‐Chief of The Cleveland State Law Review. In 2014, he attended and completed the curriculum of the Trial Lawyer’s College. He was named an Ohio SuperLawyer in 2017 for his Civil Rights work.



KennethP.AbbarnoPartner EDUCATION Cleveland‐Marshall College of Law,

J.D.

Canisius College, B.A.

Kennethhasledmultiplemillion‐dollartrialsinvolvingmedicalmalpractice,productsliability,andtransportationclaims.Mr. Abbarno’s practice includes a wide range of civil litigation including, but not limited to, catastrophic injury cases, transportation industry litigation, toxic torts, products liability, professional liability, employer intentional tort, and other complex litigation. He has tried well over 50 civil lawsuits, and has handled cases in Ohio, Pennsylvania, West Virginia, Virginia, Kentucky, Indiana and New York. Selected as an Ohio Super Lawyer every year since 2010, Mr. Abbarno is also an Inside Business Leading Lawyer, rated by The Best Lawyers in America, and named Transportation Lawyer of the Year in Cleveland. He has a Superb Avvo rating of 10 out of 10.

ChrisStombaughPartner EDUCATION Drake University School of Law, J.D.,

with honors

University of Wisconsin, B.A.

Chris utilizes a multidisciplinary approach to trial advocacythroughtheuseofcognitiveneuroscience. Mr. Stombaugh concentrates his practice in the areas of personal injury, wrongful death, medical negligence and product liability. He has been a consistent thought leader on applying cognitive neuroscience techniques to trial advocacy as a trial lawyer and as a frequent instructor to other trial lawyers trial lawyers for most of his 25‐year career. His expertise has led to several record setting jury verdicts, often seven and eight figures. The Wisconsin native's professional passion is to empower deserving people to have their stories heard and cared about by juries in courtrooms across America. A member of the Wisconsin Association for Justice since 1997, Mr. Stombaugh served as the organization's President for the 2014 term. He is also a member of the Iowa Association for Justice as well as the American Association for Justice. He has been chosen as a Wisconsin Super Lawyer every year since 2010 and has a 10/10 Avvo Rating. He speaks regularly to state bar and trial lawyer associations nationwide on modern and effective trial advocacy.



JohnE.TangrenPartner EDUCATION University of Chicago Law School,

J.D.

University of Chicago, B.A.

John has gainedwidespread recognition as an extraordinaryattorneywith particular success in nationwide consumer andantitrustclassactions.John Tangren maintains a national practice in complex litigation, with vast experience in the field of commercial litigation, class action, antitrust, and automotive defect litigation. Mr. Tangren always takes a “deep dive” into both the legal and technical aspects of each of his cases. For example, he shined a light on Ford Motor Company’s blatant misrepresentation and abuse of discovery when he led a briefing effort on a motion to suppress plaintiffs’ ability to accurately review Ford’s source code. Johnson v. Ford Motor Co. (S.D. W. Va.). The district court granted the motion for relief related to Ford’s discovery misconduct, and Ford was consequently ordered to pay nearly half a million dollars to recompense Plaintiffs’ costs and fees relating to the discovery misconduct. Among other recognition, he has been named a class action Super Lawyer in Illinois for his effective representation of consumer classes in automotive and other cases, was named by the National Trial Lawyers as a “Top 40 Under 40” attorney in 2012, and an Emerging Lawyer by the Law Bulletin Publishing Company.

Mark Hamill Senior Counsel EDUCATION

Northwestern University Law

School, J.D., cum laude

Washington & Jefferson College,

B.A.

Mark represents plaintiffs in all aspects of direct and class actions in commercial, antitrust, securities and consumer cases. Mr. Hamill concentrates on commercial, antitrust, securities, and consumer cases, often taking a lead role with expert witnesses in finance, accounting, and economics topics. He also serves as eDiscovery counsel in many of his cases, leveraging his depth of experience in this area as an attorney, and as an eDiscovery project manager serving Fortune 500 and major accounting firm clients in large‐scale, high intensity projects. Prior to joining the firm, Mr. Hamill represented Direct Action Purchaser plaintiffs in antitrust cases, advancing their interests and coordinating with counsel in parallel actions. He also represented shareholders in securities class actions at a securities boutique firm in New York, including a Chinese reverse merger case where his deposition and class certification work were instrumental to achieving a favorable settlement for the class. Before taking on eDiscovery projects and plaintiff representations, Mr. Hamill practiced law with some of Chicago’s most prominent firms, where he served on trial and arbitration hearing teams in antitrust and accounting cases. Mr. Hamill also represented clients in litigations and investigations involving commercial, securities, FCPA, and white‐collar matters, including an insurance dispute arising from the Enron fraud and an internal investigation stemming from the Parmalat fraud. Prior to attending law school, Mr. Hamill worked as a CPA and consultant with KPMG and Deloitte, and as a senior internal auditor at Whirlpool Corporation. Mr. Hamill’s volunteer work includes tax preparation for low‐income individuals.



LauraReasonsSeniorCounsel EDUCATION Chicago‐Kent College of Law, J.D.

Order of the Coif

Washington University in St. Louis,

B.A.

Laura has over a decade of experience as a labor andemployment attorney in matters ranging from workplacediscriminationmatters to counseling on compliance and bestpractices. Previously representing companies in collective and class action lawsuits under the Fair Labor Standards Act and state wage and hour laws, Ms. Reasons’ experience spans multiple industries, including healthcare and hospitality. Now, as a plaintiffs’ attorney, Ms. Reasons’ experience has given her a unique perspective that translates well into pursuing justice for individual claimants. Before joining private practice, Ms. Reasons served as a judicial extern to the Honorable George W. Lindberg of the Northern District of Illinois. She also has a history of performing pro bono work and community service. Throughout her career, she has served as a Public Interest Law Initiative (PILI) fellow at Domestic Violence Legal Clinic, having previously served on the organization’s young professionals board. She has also represented individuals in immigration cases pro bono, including asylum seekers who were persecuted in their home countries for their sexual orientation and political party affiliation, DACA

applicants, and incarcerated individuals.

MarkM.AbramowitzAssociate EDUCATION

The University of Toledo College of

Law, J.D.

University of Guelph, B.A.

Mark is an emerging leader in national mass tort andtechnologylitigation.Mark M. Abramowitz has established a national profile in class action and mass tort litigation, having represented plaintiffs in actions involving automotive and Internet technology issues. He has been selected to serve on national discovery review teams and participated in national mediations, resolving hundreds of cases and distributing millions of dollars to clients injured by corporations. See In re Imprelis Herbicide, Sales Practice and Products Liability Litig. (E.D. Pa.). Outside of his own cases, Mr. Abramowitz actively investigates ways to integrate technology into the practice of law. Regularly consulted on cloud‐based systems, discovery technology, the Internet of Things, and litigation concerning the storage and security of data, Mr. Abramowitz is developing a reputation as an authority on computing issues. See Electronics in the Courtroom, 29th Annual accredited CLE (2016); How to manage a mass tort inventory, OAJ Annual Convention (2015); Professional Conduct – efiling, 27th Annual CLE Update (2014); Marketing & Electronic Communications, 26th Annual Accredited CLE (2013).



DanielR.FerriAssociate EDUCATION University of Illinois College of

Law, J.D., magna cum laude

New York University, B.A., cum

laude

Daniel litigates consumer class actions, public client cases, andothercomplexcommerciallawsuits.Mr. Ferri focuses his practice on national and statewide consumer class action litigation. Among other recent class action engagements, he has represented plaintiffs asserting class claims against Volkswagen arising from the carmaker’s installation of “defeat devices” to evade federal and statewide emissions standards. Apart from the class action context, he has successfully represented inventors and companies in intellectual property disputes throughout the country.

JustinJ.HawalAssociate EDUCATION Cleveland‐Marshall School of Law,

J.D., cum laude

St. Louis University, B.A.

Justin fights for individuals who have suffered harm fromnegligence,defectiveproducts,andcivilrightsabuses. Mr. Hawal brings a passion for justice to his work on behalf of victims of corporate and government wrongdoing. His work has spanned personal injury, product liability, and civil rights litigation. He has particular experience in cases involving defendants in the pharmaceutical and automotive industries. During law school, Justin was selected to join The Cleveland State Law Review and published a scholarly article on independent tort actions for spoliation of evidence under Ohio law. He was also an active member of the civil litigation clinic, through which he represented an asylum‐seeking immigrant from Honduras, among other clients.



TiffanyR.WunderlinAssociate EDUCATION University of South Dakota School of

Law, J.D.

Saint Mary’s University of Minnesota, B.A.

Tiffany is a committed advocate, representing injuredindividualsincasesacrossthecountry. Since coming to the private sector, Ms. Wunderlin has established a nationwide practice representing victims of injustice. She has developed a wide array of experience representing victims of car collisions, trucking collisions, medical malpractice, dog‐bites, excessive force, and premises liability both at the trial court and appellate court level. In addition to representing victims in the courtroom, Ms. Wunderlin has worked extensively in the area of legal focus groups, having planned and coordinated more than 100 focus groups. Dual licensed in Wisconsin and Iowa, Tiffany began her legal career with Iowa Legal Aid where she represented clients who would have nowhere else to turn in cases involving their basic necessities, fundamental rights, and safety. Tiffany is a member of the Wisconsin Association for Justice. She is committed to using her passion and knowledge of the law to zealously represent her clients who have suffered injuries as a result of the carelessness of others.

AdamPromAssociate EDUCATION The University of Texas Law

School, J.D.

Marquette University, B.A.

Azealousadvocateforconsumersincomplexclassactions,Adamemployshisskillsasayoungtrialattorneytoachievefavorableresultsforhisclients. Beyond his frequent trial work in the Circuit Court of Cook County, Law Division, Adam Prom’s practice is focused on representing plaintiffs in complex litigation in federal courts throughout the country. He has been deeply involved in nationwide class actions regarding the use of sophisticated damages modeling in consumer product and vehicle defect lawsuits, where he played a key role in motion practice regarding plaintiffs’ expert witnesses, class certification, and summary judgment. See, e.g., Elward, et al. v. Electrolux Home Products, Inc. (N.D. Ill.); Ryseweyk, et al. v. Sears Holdings Corp., et al. (N.D. Ill.); and Catalano, et al. v. BMW of North America, et al. (S.D.N.Y.) (resulted in nationwide settlement). He also represented plaintiffs in an ERISA class action concerning misclassification of insurance agents, which resulted in a jury verdict in favor of the plaintiffs that was confirmed by the Court. Jammal, et al. v. American Family Ins. Group, et al. (N.D. Ohio).



RobertJ.DiCelloOfCounsel

EDUCATION

Cleveland‐Marshall College of Law,

J.D.

John Carroll University, B.A., cum laude

Robert has been one of the leading personal injury and classactionattorneysinthestateofOhioforthelastfourdecades.

A co‐founder of one of DiCello Levitt’s predecessor firms, Mr. DiCello has amassed more than 45 years of professional experience and an extensive list of seven‐ and eight‐figure recoveries for victims of injustice. He has deep experience in a wide range of class actions, personal injury cases, complex mass torts, and probate matters. Over his long and successful career, he has won multiple appeals before the Ohio Supreme Court.

Robert put himself through Cleveland‐Marshall College of Law while working as a safety director at U.S. Steel Corp. While in law school, he was selected to join The Cleveland‐Marshall Law Review. He began his legal career as an assistant prosecutor in the Lake County Prosecutor’s Office and later become President of the Lake County Bar Association. He formed his own firm in 1978, managing it with great success over nearly 40 years until its members founded DiCello Levitt.

LeoJ.Clark,M.D.OfCounsel

EDUCATION

University of Toledo College of

Law, J.D.

George Washington University School of Medicine, M.D.

Anaccomplishedneurosurgeoninadditiontobeingalawyer,Dr.LeoClarklendsaninvaluableperspectivetocasesinvolvingbrainandspinalinjuries.

Dr. Clark maintains active practices as both a medical doctor and lawyer, treating vulnerable individuals with brain and spinal cord injuries in both the hospital and courtroom settings. His experience as a highly‐respected neurosurgeon adds a unique and invaluable dimension to his legal representation of those who have suffered catastrophic injuries and paralysis as result of medical malpractice, truck or car accidents, police misconduct, and other misfortune. He also advises and serves as an expert witness for attorneys across the country, who regularly seek his assistance in cases involving brain and spinal injuries.

Leo performed his neurosurgical residency at Yale University, where he later conducted spinal cord research and held a teaching position at the Yale University School of Medicine. He has also taught at the University of Connecticut and New York University. He later chaired the departments of neurosurgery at St. Vincent Mercy Medical Center and St. Luke’s Hospital in Toledo, Ohio.


EXHIBIT 2

Supplemental Declaration of Co-

Lead Class Counsel



ATLANTA DIVISION

T.S. KAO, INC. d/b/a LUCKY 7 CHINESE FOOD, THE DINNER BELL CAFÉ, INC., BILL’S PIZZA PALM SPRINGS, and BILL’S GRILL 1 LLC, individually and on behalf of all others similarly situated, Plaintiffs, v. NORTH AMERICAN BANCARD, LLC, and GLOBAL PAYMENTS DIRECT, INC., Defendants.

Case No. 1:16-CV-04219-SCJ (Consolidated with Case No. 1:15-CV-03059-SCJ)

SUPPLEMENTAL DECLARATION OF CO-LEAD CLASS COUNSEL

(1) This supplemental declaration is filed by Ken Canfield and Adam

Levitt. From the inception of this action, we have served as co-lead counsel for

Plaintiffs. The purpose of this declaration is to supplement the declaration that we

previously filed in connection with Plaintiffs’ Motion to Direct Notice of Proposed

Settlement to the Class.

(2) In our earlier declaration, we set forth our professional qualifications


2

as well as those of our colleagues, Amy Keller and Jonathan Palmer. David

Buckner, a Miami lawyer, has also worked on the litigation. Because Mr.

Buckner’s time is included in our fee application, we want to apprise the Court of

his background too.

(3) Mr. Buckner, admitted to practice in Florida, New York, and the

District of Columbia, is one of the founding partners of Buckner + Miles in Miami,

Florida. After earning his law degree from Harvard Law School and clerking for

Judge R. Lanier Anderson, III of the United States Court of Appeals for the

Eleventh Circuit, Mr. Buckner was associated with the law firm of Williams &

Connolly before becoming an Assistant United States Attorney in the Southern

District of Florida for eight years. During that time he conducted numerous

investigations and trials of complex frauds and corrupt enterprises. Since returning

to private practice eleven years ago, Mr. Buckner has successfully tried, defended

on appeal, and settled numerous class actions and multi-district litigation

proceedings in Florida and across the United States. Mr. Buckner also worked

with us in the Mercury case, and, as a result, is familiar with the type of practices

in the payment card industry at issue in this case. Further information regarding

Mr. Buckner’s background and that of his firm is available at:

www.bucknermiles.com.


3

(4) During the course of the litigation, the overwhelming bulk of the work

prosecuting Plaintiffs’ claims has been done by our firms and by Mr. Palmer after

he left Doffermyre Shields Canfield & Knowles, LLC to start his own firm. Mr.

Buckner has assisted with some of the legal work and consulted on discovery

matters. Adam Webb and other lawyers at Webb Klase & Lemond, who filed the

Lucky 7 action and eventually withdrew as counsel of record, spent a modest

amount of time on the matter before it was consolidated with this one. We are not

including their time in our fee application. However, we are seeking

reimbursement for expenses they incurred that were of benefit to the class.

(5) We spent a substantial amount of time in this case on discovery. Due

to the nature of the payment processing industry, Plaintiffs’ allegations, the size of

the putative class, and the massive amount of data pertaining to the hundreds of

millions of transactions, discovery was extensive. The parties exchanged

numerous document requests and interrogatories, served third-party subpoenas,

and produced more than a half million pages of documents. Class Counsel took

nine depositions of Defendants and their employees, including Marc Gardner,

NAB’s CEO. Class Counsel also defended depositions of third parties and the

class representatives. Much of this discovery, including all depositions, was

conducted under substantial time pressure. On September 20, 2018, the parties


4

jointly moved to extend the discovery period due to the difficulty and delays

involved in producing Defendants’ data. The Court immediately denied the

motion, leaving approximately three weeks to complete discovery, including all of

the depositions, without the benefit of that data.

(6) On October 15, 2018, the last day of the discovery period, Defendants

finally produced multiple spreadsheets detailing each payment card transaction

they processed for over 500,000 merchants over a period of roughly nine years.

These spreadsheets were so voluminous that our computer systems initially

crashed when trying to open them. Defendants also continued to produce data and

documents after the discovery period expired. We and our experts spent hundreds

of hours analyzing the spreadsheets and additional material, identifying the

particular fees that had been inflated or improperly charged, and calculating the

alleged damages for every class member. All of this work was done under

considerable time pressure due to the need to meet short deadlines for expert

reports and other matters.

(7) The closing weeks of the discovery period also resulted in a flurry of

discovery-related motions, including a motion to compel, motions for protective

order, and motions to quash third-party subpoenas. Much of this motion practice

was triggered by Defendants’ service of third-party subpoenas on a consultant who


5

had worked with us in our investigation of the payment card industry and on Mr.

Levitt’s current and prior law firms. We were forced to research, brief, and file

appropriate responses while also attempting to complete discovery needed to prove

Plaintiffs’ claims, again under considerable time pressure.

(8) On October 18, 2018, at the parties’ request, the Court agreed to allow

Plaintiffs to take several additional depositions, postponed deadlines relating to

experts and certain motions, and stayed the action for 90 days to permit settlement

discussions. The parties also informed the Court that all but one of the pending

discovery motions had been resolved and that the other motion would not need to

be decided if the case settled.

(9) In our prior declaration, we described the course of the settlement

negotiations that led up to the execution of binding memoranda of understanding

with Defendants NAB and Global. Turning the memorandum of understanding

with NAB into a comprehensive settlement agreement also proved to be

contentious and time-consuming and required frequent input from both sides’

experts. On April 15, 2019, the parties finalized and signed the settlement

agreement and Plaintiffs filed their motion for approval to notify the class. Class

Counsel were scrupulous in avoiding discussion of the amount of fees, expenses or

service awards until after the substantive terms of the settlement had been resolved.


6

(10) Following execution of the settlement agreement, Class Counsel have

spent and will continue to spend substantial time and effort on this case into the

future. This work will include filing final approval papers, dealing with any

objections and appeals, coordinating with the settlement administrator and defense

counsel to oversee the notice program and claims process, answering questions

from class members, monitoring the claims response, sending reminder notices to

those who have not yet filed claims, communicating with any State Attorneys

General who request more information, as well as the United States Department of

Justice which may do the same, and other matters. Class Counsel’s work will

continue past the final approval hearing and not conclude until all claims are paid

and the settlement consummated.

(11) We were both class counsel in Champs Sports Bar & Grill Co. v.

Mercury Payment Systems, LLC, No. 1:16-CV-00012-MHC (N.D. Ga.)

(“Mercury”). Mercury was filed five months after this case, but settled before

substantial discovery was done and the settlement was approved by Judge Cohen

in 2017. In this case, which was more aggressively defended, we had to deal with

additional, potentially dispositive motions; intense discovery involving extensive

“meet and confer” negotiations, significant document production and depositions;

a variety of discovery-related motions filed under considerable time pressure; and


7

other matters. As a result, we spent substantially more work. Another significant

difference between this case and Mercury is that we were able to obtain here

substantial business changes of value to the class, which we were unable to obtain

as a part of the Mercury settlement.

(12) Class Counsel have spent more than 2,600 hours on the consolidated

actions and estimate we will spend approximately an additional 300 hours before

the litigation is over. This work has included and will include extensive pre-suit

investigation; communicating with clients; finding and interviewing experts;

preparing complaints and written discovery; negotiating case management orders

and similar documents; researching and drafting hundreds of pages of briefs;

conducting extensive discovery; working with experts to analyze huge databases;

mediating and drafting the settlement; preparing the approval papers; working with

the settlement administrator on the notice and claims programs; and all the other

work needed to consummate the settlement. This work is reasonable and necessary

to prosecute Plaintiffs’ claims effectively and to ensure that the settlement is

properly administered and consummated.

(13) This case, we believe, is the first national class action to be filed by

merchants against a payment card processor alleging the inflation of fees that were

to have been passed through at cost. We also believe that it is only the second such


8

suit to be brought to a successful resolution, Mercury being the first. The case thus

involved a host of difficult and novel factual questions. For example, we had to

decipher a complex industry that defies transparency; comprehend almost

inscrutable billing practices that allegedly were part of a sophisticated scheme to

defraud customers; and analyze voluminous documents and data covering a ten

year period. We also confronted many difficult legal issues that were unresolved

before this case was filed, such as the enforceability of provisions in Defendants’

form contracts (such as those governing fees in any disputes between the parties,

waiving class actions, imposing a notice requirement as short as 60 days, and

limiting damages) and whether a national class of merchants could be certified.

(14) Proper case management and effective representation in any complex

class action requires a high level of experience and skill. An even higher degree of

experience and skill was needed to handle in this case -- a first-of-its-kind, national

class action involving more than 300,000 merchants; difficult factual claims

involving a particularly obtuse industry; and unresolved legal issues. As described

in our prior declaration, our firms had the necessary skill to prosecute this case as a

result of having collectively more than 100 years of experience handling complex

litigation in general and large, national class actions in particular.

(15) If we had not taken on this case, our firms would have been able to


9

spend significant time on other matters. Balancing the demands of an active

plaintiffs’ practice requires making decisions about which cases to take and how to

allocate our time, which is our largest asset. Our firms routinely have

opportunities to file or participate in cases that require commitments of substantial

time and money. We cannot take on all of the cases that are available to us

because of the finite resources available. Once we commit to take a case, our

decision necessarily limits the opportunity to take on other cases. And, that

certainly was the result of our decision to take on this case.

(16) Complex civil litigation involving large groups of individuals and

small businesses customarily is handled on a contingent fee because hourly rate

fees are too expensive for most individuals to bear. Contingent fees typically

range from one-third to 40 percent. Higher percentages are charged in the more

complex – and thus more time intensive and riskier – actions. Consistent with

customary practice, several class representatives in this case agreed to pay a 40

percent contingent fee if their claims were resolved on an individual basis.

(17) This action was prosecuted entirely on a contingent fee basis. If we

had not achieved a recovery, we would have received nothing and, in fact, we

would have suffered a substantial out-of-pocket loss because we advanced all the

litigation expenses, which easily could have amounted to several million dollars.


10

(18) We worked under considerable time pressure during the months of

September and October, 2018 due to the Court’s decision to deny the parties’ joint

request for a discovery extension, the resulting need to compress about six months

of discovery into about three weeks, and the fact that Defendants did not produce

their data until the end of the discovery period.

(19) We did not have any incentive as a result of any long-standing

business relationships with the class representatives to charge a lower fee in the

hope of obtaining future business, as is often done in a commercial setting.

(20) According to contemporaneous billing records, the time spent by the

firms that worked on this matter for the class through June 15, 2019 was as

follows:

Firm Hours Value

DiCello Levitt & Gutzler 1,658.9 $1,132,562 Doffermyre Shields Canfield 733.7 $ 710,400 & Knowles Law Offices of Jonathan Palmer 265.1 $ 132,550 Buckner+Miles 23.7 $ 18,960 TOTAL 2,681.40 $1,994,472

This time was all reasonably and necessarily spent in prosecuting the claims. The

billing rates of the specific lawyers and paralegals at each firm who have worked

on this matter are as follows:


11

Timekeeper Rate

DiCello Levitt & Gutzler1 Adam Levitt (partner) $985 Amy Keller (partner) $750 Mark DiCello (partner) $985 Laura Reasons (senior counsel) $680 Adam Prom (associate) $500 Audree Lebdjiri (paralegal) $300 Casey Edwards (paralegal) $325 Doffermyre Shields Canfield & Knowles Ken Canfield $1000 Jonathan Palmer $500 Law Offices of Jonathan Palmer Jonathan Palmer $500 Buckner+Miles David Buckner $800 These hourly rates are reasonable and consistent with rates that are reported in

analogous litigation.

(21) We estimate that we will also spend an additional 300 hours having a

value of roughly $255,000 on this matter before the settlement is consummated.

As noted above, this future work will include filing final approval papers, dealing

with any objections and appeals, coordinating with the settlement administrator

and defense counsel to oversee the claims process, answering questions from class 1 Further information about the lawyers at DiCello Levitt & Gutzler other than Mr. Levitt and Ms. Keller is contained in the firm’s profile, which was submitted as an exhibit to our prior declaration. [Doc. No. 127-4 at 20-34]


12

members, monitoring the claims response, sending reminder notices to those who

have not yet filed claims, communicating with any state attorneys general who

request more information, and other matters. The value of the time that we have

already spent and expect to spend in the future is approximately $2,250,000.

(22) Class Counsel seek to be reimbursed for our expenses expended on

behalf of the class. Attached to this declaration as Exhibit A is a breakdown of the

expenses by firm and by type. The expenses were necessarily and reasonably

incurred in prosecuting the case; are consistent with what are expected in a case of

this complexity and magnitude; were overwhelmingly paid to experts, court

reporters, and travel; and do not include items typically billed by many lawyers,

such as postage, in-house copying, computerized legal research and long distance

telephone calls.

(23) We believe that the service awards totaling $10,000 that Plaintiffs are

requesting – $5,000 to T.S. Kao, Inc. d/b/a Lucky 7 Chinese Food and $5,000 to

the owner of The Dinner Bell Café, Inc., Bill’s Pizza Palm Springs, and Bill’s Grill

1, LLC – are appropriate, reasonable, and justified. Not only did the class

representatives devote substantial time to this litigation (such as by producing

documents, submitting for depositions, and otherwise participating in the

prosecution of this case), they exposed themselves to substantial risk that they


13

could have been held liable for the defense legal fees and expenses, regardless of

the outcome, if provisions in their merchant agreements were enforced. But for the

class representatives’ service and willingness to bear this risk, other class members

would have received nothing.

(24) We declare under penalty of perjury that the information set forth

above is true and correct to the best of our knowledge and belief.

Dated: June 21, 2019


Kenneth S. Canfield /s/ Adam J. Levitt Adam J. Levitt


1

EXHIBIT A TO SUPPLEMENTAL JOINT DECLARATION OF KENNETH CANFIELD AND ADAM LEVITT

At the beginning of the litigation, Class Counsel agreed to establish a

litigation fund to pay for the “common expenses” incurred in prosecuting the case.

Common expenses include such items as expert witness fees, court reporting

services, and mediator costs. Class Counsel made contributions to the litigation

fund as directed by Mr. Canfield and Mr. Levitt in amounts they determined, with

co-lead counsel contributing substantially more and the other firms substantially

less. “Individual” expenses – that is, expenses incurred by individual firms, such

as travel, Pacer fees, and bulk copying done by outside providers – were borne by

each firm.

The bulk of the expenses to date -- $399,952.30 -- have been paid from the

litigation fund. The individual expenses incurred by each firm total $28,138.48. In

addition, Class Counsel anticipate incurring future expenses of approximately

$10,000 in connection with travel to the final approval hearing and additional

expert services. The total of the foregoing expenses is $438,090.78. Class

Counsel will submit an updated itemization before the final approval hearing.

The expenses paid from the litigation fund from its inception through June

15, 2019 are described in more detail below and are organized into appropriate

categories:


2

Expert witness fees $325,216.98 Investigative services 22,747.30 Mediation fees 8,361.23 Court reporting/ 29,330.60 deposition fees Document hosting platform 5,135.04 Miscellaneous 9,161.15 TOTAL $399,952.30 The individual expenses incurred by each firm included travel, court filing and

service fees, delivery fees, document platform hosting fees, and Pacer fees. All

expenses are supported by appropriate documentation.


EXHIBIT 3

Declaration of Michael Bowers



ATLANTA DIVISION

T.S. KAO, INC. d/b/a LUCKY 7 CHINESE FOOD, THE DINNER BELL CAFE, INC., BILL'S PIZZA PALM SPRINGS, and BILL'S GRILL 1 LLC, individually and on behalf of all others similarly situated,

Plaintiffs,

v.

NORTH AMERICAN BANCARD, LLC, and GLOBAL PAYMENTS DIRECT, INC.

Defendants.

Case No. 1 :16-CV-04219-SCJ

(Consolidated with Case No. 1: 15-CV-03059-SCJ)

DECLARATION OF MICHAEL J. BOWERS IN SUPPORT OF PLAINTIFFS' FEE APPLICATION

Pursuant to 28 U.S.C. § 1746, I, Michael J. Bowers, hereby declare as

follows:

1.

I am an attorney licensed to practice law in the State of Georgia, and an

active member in good standing with the State Bar of Georgia since 1974. I am


admitted to practice before the United States Supreme Court, the Eleventh Circuit

Court of Appeals, and the District Courts in Georgia.

2.

I am a 1974 graduate of the University of Georgia School of Law. I began

my law practice as an Assistant Attorney General for the State of Georgia from

1974 through 1981. From August 1981 through June of 1997, I served as Attorney

General for the State of Georgia. Since September 1998, I have continuously

engaged in the private practice of law in Atlanta, Georgia. I am currently a partner

at the law firm of Balch & Bingham LLP in Atlanta.

3.

My law practice is devoted exclusively to trial and appellate litigation and

dispute resolution, with an emphasis on business litigation, civil rights litigation,

and litigation involving state and local governments. I am honored to have an

"AV" rating from Martindale-Hubbell and have been recognized through peer

review and client review processes for inclusion in Woodward/Whites "Best

Lawyers in America," Chambers & Partners USA "Leaders in Their Field"

(Litigation), Law & Politics/Atlanta Magazine's "Georgia Super Lawyers," and

Georgia Trend's "Legal Elite." From 2003 through 2011, I served as Chairman of

Georgia's Judicial Nominating Committee and have been recognized with

2


numerous awards, including the State Bar of Georgia's Traditions in Excellence

Award and the Atlanta Bar Association's Leadership A ward.

4.

I am familiar with the economics of law practice, billing practice, the cost

and expenses of litigation, and the setting and collection of legal fees in a variety

of circumstances. This includes cases comparable to this one. I have personal

experience negotiating fee agreements with sophisticated consumers of legal

services, billing and collecting fees and expenses from clients or adverse parties,

and regularly represent plaintiffs and defendants on an hourly rate basis as well as

based on contingent fee or hybrid hourly/contingent fee arrangements. I am also

familiar with hourly rates in Atlanta through my management responsibilities at

my law firm, my extensive mediation practice, and experience supervising

numerous other lawyers and law firms.

5.

I am providing this declaration at the request of counsel for the plaintiffs in

this action, who asked me to review the record of the litigation and give them my

opinion regarding whether the amount of the fees and expenses provided in the

settlement agreement was fair and reasonable.

3


6.

To prepare to render my opinion, I have done the following:

(a) I reviewed the docket sheets and approximately 40 pleadings,

briefing, and orders from the Lucky 7 and Dinner Bell actions, including without

limitation the complaints and consolidated amended complaint; the briefing on the

substantive motions such as defendants' motion to dismiss and motion for

judgment on the pleadings; the settlement agreement and exhibits to the settlement

agreement; the motion to direct notice of the settlement to the class and supporting

brief and exhibits; and a draft of class counsel's fee application and supplemental

declaration;

(b) I reviewed the significant documents relating to the mediation

process, including the numerous mediation statements submitted by both sides;

( c) I interviewed Mr. Canfield regarding the course of the litigation, the

scope of the work, the risks undertaken, the results achieved, the reasons for the

settlement, settlement negotiations, the terms of the settlement, and related matters;

( d) I studied numerous decisions from the Eleventh Circuit and district

courts in the Eleventh Circuit relating to the award of attorneys' fees and expenses

in class actions;

4


(e) I interviewed Ralph Levy, the mediator who presided over the

settlement in this case, regarding the history of the settlement negotiations, his

evaluation of the case, and the work of class counsel; and,

(f) I reviewed the billing records relating to the work done by class

counsel through May 15, 2019 and the expenses for which they seek

reimbursement.

7.

I understand class counsels are requesting a fee of $5 million, which

represents one-third of the settlement fund. It is my opinion that this requested fee

is fair, reasonable, and consistent with the applicable law in the Eleventh Circuit,

including specifically Camden I Condominium Ass 'n, Inc. v. Dunkle, 946 F.2d 768

(11th Cir. 1991).

8.

Based on my experience, my extensive review of the record, and the other

work I have done, it is my opinion that class counsel did an incredible job in a

challenging case and that the settlement is a significant achievement for the class.

This achievement is even more impressive when it is considered that the case was

settled before the certification of a class, resolution of several difficult legal issues

presented by defendants' motion for judgment on the pleadings, and a ruling on the

5


expected motion for summary judgment. The quality of class counsel's work,

demonstrated in the results achieved for the class, justify the substantial, and in my

view, well-earned fee that plaintiffs seek.

9.

To prevail in a case of this complexity and difficulty, class counsel were

required to demonstrate, and they in fact demonstrated, a high degree of legal skill

and competence.

10.

It also was necessary for class counsel to devote thousands of hours to

effectively and successfully represent the class, including conducting extensive

factual discovery. In my view, had class counsel not devoted such time and shown

their willingness to continue doing so in the future, this case likely would not have

settled, at least upon terms as favorable to the class.

11.

The nature of how defendants allegedly overcharged their customers were

extremely difficult to determine and prove. To figure out defendants' billing

practices, and uncover the details of defendants' allegedly fraudulent scheme took

a massive amount of work and required the involvement of sophisticated experts.

Only after the voluminous data relating to the charges defendants assessed during

6


the class period was produced, and analyzed, did class counsel truly understand the

nature of what had occurred. To get to that point, the lawyers for the class had to

devote a substantial amount of time drafting pleadings; researching the law;

briefing issues like those relating to the class action waiver in defendants' form

contracts and other restrictive provisions in the contracts, such as the 60 or 90 day

notice requirement; exchanging documents and interrogatories; taking and

defending depositions; and performing the other tasks that are part of any piece of

complex litigation in federal court.

12.

The mediation process itself was difficult. Class counsel were required to

spend hours and hours analyzing the materials and data defendants produced,

working with their experts to evaluate the information they received, putting

together an effective presentation about the damages at issue, and researching and

drafting extensive mediation statements. The negotiations themselves were hard

fought and conducted at arm's length, which Mr. Levy confirmed during our

discussion.

13.

In taking this case based on a contingent fee, the lawyers for the class faced

a substantial risk for which they would invest millions of dollars of their time

7


without receiving a fee. Many of the issues in this case were challenging and the

legal precedent, as applied to the facts, was uncertain. Class counsel knew they

would have to win on several issues that, if lost, likely would be fatal to the case.

These issues included the class action waiver, the requirement in defendants' form

contracts that merchants pay defendants' legal costs however the case came out, a

statute of limitations as short as 60 days and a contractual limit on the damages that

could be recovered. The need to win on class certification and summary judgment

also substantially increased class counsel's risk.

14.

The risks actually increased after the case was filed. While class counsel

were successful in convincing the court to reject defendants' argument that the

class action waiver in the form agreements were unenforceable as a matter of law,

plaintiffs still faced the prospect of proving unconscionability at trial, which was

dependent on creating a factual record that turned out to be more difficult than

expected. Further, after the case was filed, three federal courts, including two

separate judges in the Northern District of Georgia, held that restrictive notice

provisions of the sort contained in defendants' form contracts were, in fact,

enforceable, rejecting arguments that the provisions were unconscionable.

Moreover, discovery revealed that a number of key factual allegations upon which

8


plaintiffs' claims were based would be more difficult to prove than the lawyers for

the class initially anticipated.

15.

Furthermore, because class counsel agreed to advance the necessary funds to

finance the expenses of the litigation, they understood that if the case proved to be

unsuccessful they would suffer a major financial loss out of their own pockets, a

loss that might be a million dollars or more considering the need for expert

assistance and the costs of analyzing large databases.

16.

The willingness of class counsel to undertake the risks of this case is

deserving of a substantial fee, a fee that is much larger than they would have been

able to get if they had invested their time in work on an hourly rate basis. Without

the prospect of a sizeable premium to justify the risk, it would have made little

financial sense for class counsel to take the case.

17.

Few plaintiffs' lawyers in Georgia have the experience and ability to

successfully prosecute a class action of the nature and complexity of this one, the

willingness to take the case on a contingent fee notwithstanding a substantial

possibility the case could well be lost, and the means to finance potentially

9


millions of dollars in out of pocket expenses. The lawyers who do customarily

charge a fee of one-third, or more, of any recovery in complex contingency fee

litigation.

18.

The actions alleged to have been taken by defendants in this case are serious

and, if true, needed to be redressed to protect merchants from such unfair and

oppressive conduct. Our society is made better off if such actions are remedied,

both to deter others from engaging in similar conduct and to compensate those who

have been harmed. However, the economics of the practice of law are such that

without a sizeable financial incentive lawyers will not take on the role of a "private

attorney general" and the type of misconduct defendants were alleged to have

engaged in here likely will not be rectified. Class counsel here ably filled the role

of a private attorney general and should be appropriately rewarded for their efforts.

Failure to do so will discourage lawyers from taking on similar litigation in the

future and thus undercut the deterrent impact of our laws designed to protect the

public from wrongdoing.

19.

Because this action caused the establishment of a common fund for the

benefit of class members, according to the Eleventh Circuit, the fee should be

10


based on a percentage of the fund, reflecting a judgment that "the measure of the

recovery is the best determinant of the reasonableness and quality of the time

expended." Camden I, 946 F. 2d at 774.

20.

Following Camden I, courts have routinely awarded fees in common fund

cases using percentages akin to the percentage sought here by class counsel. See,

e.g., Waters v. Int'! Precious Metals Corp., 190 F.3d 1291 (11th Cir. 1999)

(affirming fee of one-third of a $40 million fund); Wolff v. Cash 4 Titles, 2012 WL

5290155 at *5-6 (S.D. Fla. Sept. 26, 2012) ("The average percentage award in the

Eleventh Circuit mirrors that of awards nationwide-roughly one-third");

Columbus Drywall, 2012 WL 12540344 at *6 and n. 6 (awarding a one-third fee

and listing other similar cases); Smith v. Floor & Decor Outlets of Am., Inc., No.

1:15-cv-04316-ELR (N.D. Ga. Jan. 10, 2017) (awarding one-third of a $14 million

settlement). Indeed, a one-third fee was recently approved in Champs Sports Bar

& Grill Co. v. Mercury Payment Systems, LLC! 1:16-cv-00012-MHC (N.D. Ga.

Aug. 31, 2017), a case very similar to this one. Empirical studies by academics

further support that courts in the Eleventh Circuit routinely award a fee of one

third of a common fund. B. Fitzpatrick, An Empirical Study of Class Action

11


Settlements and Their Fee Awards, 7 J. Empirical L. Stud. 811 (2010) (showing

that during 2006 and 2007 the median fee in the 11th Circuit was 30 percent).

21.

In reaching my opinion that the fee requested by class counsel is reasonable,

I have considered the factors in Johnson v. Georgia Highway Express, 488 F .2d

714 (5th

Cir. 1974), which the Eleventh Circuit stated in Camden I "continue to be

appropriately used in evaluating, setting, and reviewing percentage awards in

common fund cases" Camden I, 946 F. 2d at 77 4, as well as the other factors that

the Eleventh Circuit indicated in Camden I may be considered. These factors

include:

a. The time and labor required;

b. The novelty and difficulty of the question involved;

c. The skill required to perform the legal service properly;

d. The preclusion of other employment by the attorney as a consequence of his involvement in the case;

e. The customary fees;

f. Whether the fee is fixed or contingent;

g. Time limitations imposed by the client or the circumstances;

h. The amount involved and the results obtained;

1. The experience, ability, and reputation of the attorney;

12


J. The "undesirability" of the case;

k. The time required to reach settlement;

1. Fee awards in similar cases;

m. The nature and length of the relationship with the client;

n. Whether there are substantial objections by class members or other parties to the settlement terms or the fees requested;

o. Any non-monetary benefits conferred on the class by the settlement;

p. The economics of prosecuting a class action; and

q. Additional unique factors.

22.

In my opinion, the Johnson factors discussed below support and justify the

requested fee of one-third of the common fund. None of the Johnson factors

support or justify a lower fee.

(a) The time and labor required.

This matter, a class action involving claims on behalf of over 300,000 class

merchants around the country who processed hundreds of millions of credit and

debit card transactions with defendants over a period of nearly ten years obviously

is factually, legally and logistically complex. The payment card industry, the

processing of payment card transactions, and the manner in which merchants are

13


charged for such transactions are inherently complicated, requiring the use of a

variety of experts and the analysis of voluminous data to understand what

happened in this case. Further, discovery in this case was robust and extensive

legal research and briefing was required. The case was aggressively defended by

very competent counsel from one of Atlanta's leading defense firms.

The detailed time records of class counsel that I have reviewed show that the

lawyers for the class already have spent more than 2,500 hours prosecuting this

case and class counsel estimate that they will spend a total of approximately 3,000

hours before its conclusion. This time, in my opinion, is reasonably necessary to

prosecute plaintiffs' claims and is consistent with what I would expect to see given

my review of the record and class counsel's work product, particularly given the

aggressive way in which the case was defended.

(b) The novelty and difficulty of the questions involved.

According to the lawyers for the class, this case is the first class action to

challenge the inflation of fees and imposition of alleged junk fees charged to

merchants by a payment card processor. As such, by definition, the case and many

of the factual and legal issues that it raised was novel. For example, the case raised

numerous novel and difficult legal issues that had not previously been resolved,

including the enforceability of provisions in defendants' form contracts governing

14


fees in any disputes between the parties, waiving class actions, imposing a 60 or 90

day notice requirement, and limiting damages. And, as I have discussed above,

these issues arose in an unusually complex factual setting.

( c) The skill reg uired to properly perform the legal service.

Due to the complexity of the issues described above, this case required

experienced and highly skilled class counsel, with the expertise to address these

factual and legal issues and to manage a class of hundreds of thousands of

members. As I noted above, there are few lawyers in Georgia who had the skill,

experience, and willingness to have handled this case for the plaintiff class.

( d) The experience, ability and reputation of the attorneys.

I have reviewed the declarations of class counsel setting out the experience

of their team members. Based on this review and a review of their work product

and the result obtained for the class in the settlement agreement, I believe class

counsel exhibited a very high level of experience and ability. I am also personally

familiar with Ken Canfield and other lawyers at his firm and attest that they have a

fine reputation, particularly for their skill in complex class actions such as this one.

I am also very familiar with the lead opposing attorney, Rob Remar. I have

worked with him and against him over the past 40 years. He is a superb lawyer

15


and tough as nails, only someone like Mr. Canfield and his co-counsel could stand

to-to-toe with this fine lawyer.

(e) Whether the fee is fixed or contingent.

The lawyers for the class undertook this litigation entirely on a contingent

basis and have received nothing to date for their services on behalf of the class.

The lawyers have devoted thousands of hours to this action and have incurred

hundreds of thousands of dollars in expenses, which they have paid out of pocket

with no assurance that they would be reimbursed. Both public policy and class

action jurisprudence favor awarding fees to attorneys who right wrongs through

costly and complex contingent litigation.

(f) The Customary Fee

It is customary that fees in a contingent matter are one-third of the recovery,

if not higher. In fact, in particularly complex contingent fee matters, such as

medical malpractice litigation, contingent fees typically are 40 percent of the

recovery, reflecting the larger amount of time and expense - and thus the risk -

involved. This case was much more complex and riskier than the typical

contingent fee matter or medical malpractice case. As a result, this factor supports

a fee of at least one-third of the amount recovered.

16


(g) The amount involved and the results obtained.

Class counsel obtained a very substantial recovery under difficult

circumstances, namely $15 million in cash, significant business practice changes

that will allow class members to terminate their relationship with North American

Bancard (NAB) if fees are increased or added in the future, and a release from

certain claims that NAB might have against them. The Court in the Mercury case

involving similar allegations against payment processors awarded a fee of one

third of the fund in connection with a settlement that recovered between 25 and 50

percent of the potential damages at issue. Class counsel report they recovered for

the class between 16 and 40 percent of the recoverable damages in this case and

that this case involves significantly greater risks than they faced in the Mercury.

These results, in my opinion, justify a fee of one-third of the settlement fund.

Indeed, in my opinion, a one-third fee would be justified even if the recovery were

at the lower end of the estimated range. See, e.g., Sims v. BB&T Corp., 2019 WL

1993519, at *2 (M.D.N.C. May 6, 2019) (approving a one-third fee where class

counsel recovered 19 percent of the recoverable damages as well as valuable non

monetary relief for the class).

17


(h) Fee awards in similar cases.

I have described above that in similar cases courts in the Eleventh Circuit

routinely award one-third of the common fund. Indeed, the court awarded a one

third fee in the Mercury, which is quite similar to this one in terms of the factual

and legal allegations involved and shares a common defendant. This factor thus

supports a one-third fee here.

(i) The economics of prosecuting a class action.

Here, class counsel had to invest a substantial amount of time and money

over an extended period, with a long delay in obtaining a recovery of that

investment, and indeed with no guarantee of ever recouping that investment. To

incentivize counsel to undertake a case of this magnitude against experienced and

well-paid defense counsel, the fee award must represent a sufficient premium over

the time value of the work invested to justify the economic risks faced by class

counsel. As I discussed above, without such a premium the economics of the

practice of law will preclude good lawyers from pursuing cases such as this one

and leave our society worse off.

(j) Any non-monetary benefits conferred on the class.

The settlement provides significant non-monetary benefits to the class.

NAB has agreed to the following business practice changes for at least five years:

18


(1) before raising or adding fees, NAB will notify customers at least 30 days in

advance; (2) affected class members will have 45 days from the date of the change

to terminate their merchant agreements without incurring a substantial early

termination penalty; (3) NAB will waive contractual requirements that class

members pay its fees and costs in any dispute they win; and ( 4) in the future, the

prevailing party in any dispute (whether NAB or a class member) will be entitled

to fees and expenses. NAB will also release class members from potential claims

arising out of its business relationship with them. Under Camden I, these

substantial non-monetary benefits justify a higher fee and thus further support class

counsel's request for a fee of one-third of the common fund.

23,

The Eleventh Circuit authorizes district courts to use a lodestar analysis as a

cross-check in common benefit cases. Waters v. Int 'l Precious Metals Corp., 190

F.3d at 1298. If one examines class counsel's request under the lodestar approach,

I believe the requested attorneys' fee is also reasonable. Class counsel report they

have spent or will spend in the future roughly than 3,000 hours. Multiplied by

their hourly rates, which I believe are reasonable and appropriate to the experience

of the attorneys performing the work in a case of this complexity and especially

when taking into account the risk of non-payment, class counsel's lodestar exceeds

19


$2,250,000. The requested fee would produce a lodestar multiplier of 2.2. This is

well within the range of multipliers approved by district courts in this Circuit. See,

e.g., Columbus Drywall, 2008 WL 11234103, at *3 (N.D. Ga. Mar. 4, 2008)

("Multipliers of three and higher appear to be common."); Pinto v. Princes Cruise

Lines Ltd., 513 F. Supp. 2d 1334, 1344 (S.D. Fla. 2007) ("in large and complicated

class actions [multipliers range from 2.26 to 4.5 while three appears to be the

average"); Ingram v. The Coca-Cola Co., 200 F.R.D. 685, 694-96 (N.D. Ga. 2001)

(multipliers range from less than two to more than five).

24.

I have reviewed the expenses incurred by class counsel in Exhibit A to the

Supplemental Joint Declaration of Ken Canfield and Adam Levitt, which total

roughly $430,000. These expenses -- the overwhelming bulk of which were paid

to experts and other professionals -- appear to be reasonably incurred in connection

with the case. I understand that class counsel expect to incur an additional $10,000

or so in expenses before the conclusion of this litigation. Based on my experience

in cases of this size and complexity, I believe the aggregate reimbursement of

expenses class counsels are requesting in this case is reasonable. I understand that

class counsel is not seeking to be reimbursed for expenses typically billed by many

lawyers, such as in-house copying, computerized legal research, and long distance

20


telephone calls. Based upon my experience, expenses of this amount are consistent

with what I would expect to see in a case of this magnitude and complexity.

25.

I am now in my 46th year of practicing law. I have been blessed to work

with and against extraordinarily talented lawyers during that time. I have

participated personally, and in overseeing and reviewing hundreds, perhaps

thousands of cases, ranging in complexity and competitiveness from the

constitutionality of all of Georgia's congressional districts, the constitutionality of

a State Supreme Court appointment, the legality of the funding of the entire State

public school system, to the appeals of fishing licenses. This case is up at the top

rung of complexity and competiveness that I have ever seen. It took some real

work of genius to unravel and perhaps, more importantly daring and organizational

skill to attempt it in the first place. To bring it to the successful conclusion we see

today is just plain amazing. I believe that deserves substantial rewarding.

26.

I declare under penalty of perjury that the foregoing is true and correct.

This~y of June, 2019.

Mich~ ..

21


EXHIBIT 4

Declaration of Hunter Hughes in Mercury


Champs Sports Bar & Grill, Co., et al.

v. Mercury Payment Systems, LLC, et al.

U.S.D.C., N.D. Ga., Atlanta Division

Case No. 1:16-cv-00012-MHC

Plaintiffs’ Motion for Attorneys’ Fees,

Expenses, and Service Awards

to the Class Representatives

Exhibit 1

Declaration of Hunter Hughes

Case 1:16-cv-00012-MHC Document 82-1 Filed 07/31/17 Page 1 of 7Case 1:16-cv-04219-SCJ Document 131-4 Filed 06/21/19 Page 2 of 8

&$)e ,1& %,//¶6 3,==$ 3$/0 &9 6&- · 2019-08-28 · lucky 7 dfwlrq dvvhuwhg...

Documents