in the united states district court for the eastern district of michigan for... · judicial ctr.,...

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN

ELIZABETH MOELLER and NICOLE BRISSON, individually and on behalf of all others similarly situated,

Plaintiffs,

v. AMERICAN MEDIA, INC., a Delaware corporation, and ODYSSEY MAGAZINE PUBLISHING GROUP, INC., a Delaware corporation,

Defendants.

Case No. 2:16-cv-11367-JEL-EAS

[Hon. Judith E. Levy]

PLAINTIFFS’ MOTION FOR AND BRIEF IN SUPPORT OF

FINAL APPROVAL OF CLASS ACTION SETTLEMENT Respectfully submitted by: Jay Edelson [email protected] Rafey S. Balabanian [email protected] Benjamin S. Thomassen [email protected] Eve-Lynn Rapp [email protected] EDELSON PC 350 North LaSalle Street, Suite 1300 Chicago, Illinois 60654 Tel: 312.589.6370

5:16-cv-11367-JEL-EAS Doc # 40 Filed 08/23/17 Pg 1 of 40 Pg ID 725

Henry M. Scharg [email protected] LAW OFFICE OF HENRY M. SCHARG 718 Ford Building Detroit, Michigan 48226 Tel: 248.596.1111 Fax: 248.671.0335 Scott A. Bursor [email protected] Joseph I. Marchese [email protected] Philip L. Fraietta [email protected] BURSOR & FISHER, PA 888 Seventh Avenue New York, New York 10019 Tel: 646.837.7150 Fax: 212.989.9163 Counsel for the Plaintiffs and the Settlement Class


i

PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

Plaintiffs Elizabeth Moeller and Nicole Brisson respectfully move the Court

to grant their Motion for Final Approval of Class Action Settlement. Specifically,

Plaintiffs request that the Court find that (i) the notice to the Settlement Class

satisfies the requirement of Due Process and Rule 23, and (ii) the Settlement is fair,

reasonable, and adequate meriting final approval. In accordance with Local Rule

7.1(a), counsel for Defendant will not oppose the relief sought by this motion. (See

Parties’ Class Action Settlement Agreement, ¶¶ 8.1, 8.3.)1

For the reasons discussed in the accompanying brief, the Motion should be

granted.

1 A copy of the Parties’ Class Action Settlement Agreement is attached hereto as Exhibit 1.


ii

PLAINTIFFS’ BRIEF IN SUPPORT OF MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT

STATEMENT OF ISSUES PRESENTED

1. Whether this Court should find that notice to the Settlement Class satisfies

the requirements of Due Process and Federal Rule of Civil Procedure 23,

when direct notice, detailing the terms of the Settlement Agreement and

individual options for objecting, opting-out, or submitting a claim, was

transmitted via email and postcard and reached 89.9% of the class?

Plaintiffs’ Answer: Yes.

2. Whether this Court should grant final approval to the Settlement Agreement

under Michigan’s Preservation of Personal Privacy Act, M.C.L. §§

445.1711-1715 (“PPPA”), finding it fair, reasonable, and adequate, when it

delivers meaningful prospective and monetary relief to the Settlement Class?

Plaintiffs’ Answer: Yes.


iii

CONTROLLING AND MOST IMPORTANT AUTHORITY

UNITED STATES SUPREME COURT CASES: Eisen v. Carlisle & Jacquelin,

417 U.S. 156 (1974) ....................................................................................... 8

UNITED STATES COURT OF APPEALS CASES: Poplar Creek Dev. Co. v. Chesapeake Appalachia, LLC,

636 F.3d 235 (6th Cir. 2011) .................................................................. 12, 13 UAW v. Gen. Motors Corp.,

497 F.3d 615 (6th Cir. 2007) ................................................................. passim

Williams v. Vukovich, 720 F.2d 909 (6th Cir. 1983) ................................................ 10, 11, 17, 20, 21

UNITED STATES DISTRICT COURT CASES: Halaburda v. Bauer Publ’g Co.,

No. 12-cv-12831 (E.D. Mich. 2015) .......................................................... 14, 16, 21

In re Cardizem CD Antitrust Litig.,

218 F.R.D. 508 (E.D. Mich. 20032015) ............................... 12, 16, 17, 18, 22 Leonhardt v. ArvinMeritor, Inc.,

581 F. Supp. 2d 818 (E.D. Mich. 2008) ................................................ passim

UAW v. Gen. Motors Corp., 2006 WL 891151 (E.D. Mich. Mar. 31, 2006) ............................................... 8

OTHER AUTHORITIES: Fed. Judicial Ctr., Judges’ Class Action Notice and Claims Process Checklist and Plain Language Guide (2010) ............................................................ 9 Fed. R. Civ. P. 23 ................................................................................................ 8, 10


iv

TABLE OF CONTENTS

I. INTRODUCTION ........................................................................................ 1

II. BACKGROUND ........................................................................................... 2

A. Plaintiff’s Allegations .............................................................................. 2

B. The Road to the Settlement Agreement ................................................ 4 III. TERMS OF THE SETTLEMENT AGREEMENT .................................. 6

A. Class Definition. ....................................................................................... 6

B. Monetary Relief ....................................................................................... 7

C. Prospective Relief .................................................................................... 7

D. Payment of notice and settlement administration expenses ................ 7

E. Payment of incentive award, attorneys’ fees, and expenses ................ 7

F. Release ...................................................................................................... 8

IV. THE NOTICE PLAN COMPORTS WITH DUE PROCESS .................. 8

V. THE SETTLEMENT WARRANTS FINAL APPROVAL .................... 10

A. Plaintiffs’ Likelihood of Success on the Merits, Balanced Against the Benefits of Settlement, Weighs in Favor of Final Approval. ............. 12

B. In Protecting Reader Privacy and Conserving Judicial Resources, the Settlement Serves the Public Interest ............................................ 16

C. The Complexity, Expense, and Duration of Further Litigation Favors Final Approval ....................................................................................... 18

D. The Stage of the Proceedings and Amount of Discovery Completed Weigh in Favor of Final Approval ....................................................... 19


v

E. The Opinion of Class Counsel Supports Final Approval .................. 20

F. The Reaction of Absent Class Members Favors Final Approval ...... 22

G. The Settlement is Free from Fraud and Collusion ............................. 25

VI. CONCLUSION ........................................................................................... 27


vi

TABLE OF AUTHORITIES

United States Supreme Court Cases Eisen v. Carlisle & Jacquelin,

417 U.S. 156 (1974) ....................................................................................... 8 Spokeo, Inc. v. Robins,

136 S. Ct. 1540 (2016) ................................................................................... 4 Stanley v. Georgia,

394 U.S. 557 (1969) ..................................................................................... 17 United States Court of Appeals Cases Coulter-Owens v. Time Inc.,

2017 WL 2731309 (6th Cir. June 26, 2017) ................................................. 13 Fidel v. Farley,

534 F.3d 508 (6th Cir. 2008) .......................................................................... 9 Gascho v. Glob. Fitness Holdings, LLC,

822 F.3d 269 (6th Cir. 2016) .......................................................................... 9 Granada Invs., Inc. v. DWG Corp.,

962 F.2d 1203 (6th Cir. 1992) ...................................................................... 11

In re Gen. Tire & Rubber Co. Sec. Litig., 726 F.2d 1075 (6th Cir. 1984) ...................................................................... 13

In re Pampers Dry Max Litig.,

724 F.3d 713 (6th Cir. 2013) ........................................................................ 26 Lane v. Facebook, Inc.,

696 F.3d 811 (9th Cir. 2012) ........................................................................ 15 Olden v. Gardner,

294 F. App’x 210 (6th Cir. 2008) ................................................................. 23


vii

Poplar Creek Dev. Co. v. Chesapeake Appalachia, LLC, 636 F.3d 235 (6th Cir. 2011) .................................................................. 12, 13

UAW v. Gen. Motors Corp.,

497 F.3d 615 (6th Cir. 2007) ................................................................. passim Williams v. Vukovich,

720 F.2d 909 (6th Cir. 1983) ................................................ 10, 11, 17, 20, 21 United States District Court Cases Coulter-Owens v. Rodale, Inc.,

No. 14-cv-12688 (E.D. Mich. Sep. 29, 2016) ........................................ 14, 21 Dick v. Sprint Commc’ns Co. L.P.,

297 F.R.D. 283 (W.D. Ky. 2014) ............................................................. 8, 25 Ebin v. Kangadis Food Inc.,

297 F.R.D. 561 (S.D.N.Y. Feb. 25, 2014) .................................................... 22 Gentrup v. Renovo Servs., LLC,

2011 WL 2532922 (S.D. Ohio June 24, 2011) ............................................. 11 Hainey v. Parrott,

617 F. Supp. 2d 668 (S.D. Ohio 2007) ................................................... 16, 25 Halaburda v. Bauer Publ’g Co.,

No. 12-cv-12831, Dkt. 68 (E.D. Mich. Jan. 6, 2015) ............................. 14, 21 Halaburda v. Bauer Publ’g Co.,

No. 12-cv-12831, Dkt. 69 (E.D. Mich. Jan. 15, 2015) ................................. 16 Halliday v. Weltman, Weinber & Reis Co., L.P.A.,

2013 WL 692856 (E.D. Mich. Feb. 26, 2013) ............................................. 10 Harris v. comScore, Inc.,

No. 11-cv-05807 (N.D. Ill. 2014) ................................................................. 21


viii

In re Cardizem CD Antitrust Litig., 218 F.R.D. 508 (E.D. Mich. 2003) ....................................... 12, 16, 17, 18, 22

In re Countrywide Fin. Corp. Customer Data Sec. Breach Litig.,

2009 WL 5184352 (W.D. Ky. Dec. 22, 2009) ............................................... 9 In re Facebook Privacy Litig.,

No. 10-cv-02389 (N.D. Cal. 2010) ............................................................... 21 In re Google Buzz Privacy Litig.,

2011 WL 7460099 (N.D. Cal. June 2, 2011) ................................................ 15

In re Michaels Stores Pin Pad Litig., No. 11-cv-03350 (N.D. Ill. June 8, 2011) .................................................... 22

In re Netflix Privacy Litig.,

2013 WL 1120801 (N.D. Cal. Mar. 18, 2013) ............................................. 15 In re Netflix Privacy Litig.,

No. 11-cv-00379, Dkt. 59 (N.D. Cal. Aug. 12, 2011) .................................. 21 In re Packaged Ice Antitrust Litig.,

2011 WL 6209188 (E.D. Mich. Dec. 13, 2011) ........................................... 18 In re Rio Naturalizer Prods. Liab. Litig.,

1996 WL 780512 (E.D. Mich. Dec. 20, 1996) ....................................... 16, 19 In re Telectronics Pacing Sys., Inc.,

137 F. Supp. 2d 985 (S.D. Ohio 2011) ......................................................... 19 Int’l Union v. Ford Motor Co.,

2006 WL 1984363 (E.D. Mich. July 13, 2006) ............................................ 21 IUE-CWA v. Gen. Motors Corp.,

238 F.R.D. 583 (E.D. Mich. 2006) ............................................................... 25 Kogan v. AIMCO Fox Chase, L.P.,

193 F.R.D. 496 (E.D. Mich. 2000) ............................................................... 25


ix

Lasalle Town Houses Coop. Ass’n v. City of Detroit, 2016 WL 1223354 (E.D. Mich. Mar. 29, 2016) ........................................... 12

Leonhardt v. ArvinMeritor, Inc.,

581 F. Supp. 2d 818 (E.D. Mich. 2008) ................................................ passim Sheick v. Auto. Component Carrier, LLC,

2010 WL 3070130 (E.D. Mich. Aug. 2, 2010) ............................................. 25 Sims v. Pfizer, Inc.,

2016 WL 772545 (E.D. Mich. Feb. 24, 2016) ............................................. 18 Stinson v. Delta Mgmt. Assocs., Inc.,

302 F.R.D. 160 (S.D. Ohio 2014) ........................................................... 18–19 UAW v. Gen. Motors Corp.,

2006 WL 891151 (E.D. Mich. Mar. 31, 2006) ............................................... 8 Whitford v. First Nationwide Bank,

147 F.R.D. 135 (W.D. Ky. 1992) ................................................................. 17 Other Authorities 2016 PA 92, M.C.L. § 445.1711, et seq. ......................................................... passim Fed. Judicial Ctr., Judges’ Class Action Notice and Claims Process Checklist and Plain Language Guide (2010) .................................................. 9 Fed. R. Civ. P. 23. ............................................................................................... 8, 10 House Legis. Analysis Section, H.B. No. 5331 ...................................................... 17 M.C.L. § 445.1711 .................................................................................................... 1 Privacy: Sales, Rentals of Videos, etc., House Legislative Analysis Section, H.B.

5331 (Jan. 20, 1989) ....................................................................................... 4


1

I. INTRODUCTION

On June 8, 2017, this Court preliminarily approved the class action

settlement between Plaintiffs Elizabeth Moeller and Nicole Brisson (the

“Plaintiffs”) and Defendants American Media, Inc. (“AMI”) and Odyssey

Magazine Publishing Group, Inc. (“Odyssey”, together, “Defendants”) and

directed that notice be sent to the Settlement Class. (Dkt. 34.) The settlement

administrator has implemented the Court-approved notice plan and direct notice

has reached approximately 89.9% of the Settlement Class. The reaction from the

class has been overwhelmingly positive, which should come as no surprise given

that this is the largest and strongest settlement to date under Michigan’s

Preservation of Personal Privacy Act (“PPPA”), M.C.L. §§ 445.1711-1715.

Specifically, of the approximately 334,4302 class members, only three have

requested to be excluded, there is a single pro se objection from an incarcerated

individual, and tens-of-thousands have already filed claims. Those numbers

effectively translate into a complete lack of opposition to the Settlement. Thus, the

Court should have no hesitation in granting final approval to the Settlement.

2 The number of class members was estimated in the Settlement and Preliminary Approval Order as “approximately 415,000 Persons.” (Dkts. 30-2; 34.) Defendants provided KCC, the Court-Approved Settlement Administrator, with a list of 423,237 persons, that after the duplicates were removed resulted in a list containing only 334,430 members of the Settlement Class. (Declaration of Lana Lucchesi (“Lucchesi Decl.”) ¶¶ 8–9, attached as Exhibit 2.)


2

The settlement’s strength largely speaks for itself: it creates a $7.6 million

non-reversionary common fund from which class members will receive pro rata

cash payments estimated to be around $100 (after payment of the costs of notice,

administration, attorneys’ fees, and incentive awards are made from the fund). The

estimated $100 individual payments are 26% to 64% greater than the amounts

recovered under the three other PPPA settlements that have received final approval

from courts in this District. And when compared to approved settlements of cases

alleging violations of similar privacy statutes—which typically offer no monetary

relief to the class whatsoever—the fairness, reasonableness, and adequacy of the

instant settlement becomes even more apparent. Not to be ignored, the settlement

also prevents Defendants from disclosing subscribers’ magazine reading choices to

third parties, which was one of the primary purposes for the filing of this lawsuit.

For these reasons, and as explained further below, the Settlement is fair,

reasonable, and adequate, warranting this Court’s final approval.

II. SUMMARY OF THE LITIGATION

Plaintiffs’ allegations and the events leading up to reaching the Settlement

provide context for its fairness, reasonableness, and adequacy.

A. Plaintiffs’ Allegations and the PPPA.

Defendants AMI and Odyssey are American magazine publishers whose

portfolio includes popular titles such as Country Weekly, Men’s Fitness, Muscle &


3

Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, the National

Examiner, Shape, Star, OK!, Radar, Soap Opera Digest, the National Enquirer,

and Globe. (See Plaintiffs’ Class Action Complaint, Dkt. 1 [“Compl.”], ¶ 1.)

Plaintiffs allege that Defendants don’t just make money selling magazines and

advertising space—they make additional profit by selling their subscribers’

personal choices in reading material. (Id. ¶¶ 2, 24, 26—27, 62—64, 72.) And

instead of simply selling lists of names that subscribe to certain magazines,

Plaintiffs allege that Defendants offer for sale something far more valuable:

customers’ magazine reading choices along with additional data about their income

levels, religion, ages, race, political affiliations, travel habits, and medical

conditions. (Id. ¶¶ 2, 21, 27, 38, 48, 66, 72.) Defendants allegedly obtain this

demographic and lifestyle data about their customers from data miners and other

third parties by offering their subscriber lists in exchange for the supplemental

demographic data. (Id. ¶ 27.)

Of course, none of this is illegal if a magazine publisher informs its

subscribers about what it is doing and gets consent to disclose the information.

(M.C.L. §445.1713.) The problem is, Plaintiffs allege, customers never provided

consent for Defendants to disclose information to third parties related to their

magazine subscriptions. (Compl. ¶¶ 3, 28, 33-36, 43-46, 68, 69.)


4

On April 14, 2016, Plaintiffs Moeller and Brisson—Michigan citizens that

subscribed to Defendants’ magazines—initiated this suit. (Id. ¶¶ 30-32; 40-42.)

Both allege that at no time did they consent to allow Defendants to disclose their

choice of magazine subscription to any third parties, but Defendants disclosed that

information anyway. (Id. ¶¶ 33-36; 43-46.) They allege that this conduct violates

the PPPA, which prohibits retailers, publishers, and other entities engaged in the

business of selling written materials at retail from disclosing records or information

“concerning the purchase . . . of those materials by a customer that indicates the

identity of the customer.” M.C.L. § 445.1712. The Michigan legislature rightfully

recognized that a person’s choice in reading materials “is nobody’s business but

one’s own,” and passed the PPPA “to explicitly protect a consumer’s privacy in

buying and borrowing” such materials. Privacy: Sales, Rentals of Videos, etc.,

House Legislative Analysis Section, H.B. 5331, Jan. 20, 1989. Given the

importance of reader privacy, the version of the PPPA at issue here provides for

statutory damages. (See dkt. 23 at 10-15.)

B. The Litigation History

Since Plaintiffs filed this case on April 14, 2016, Defendants have mounted

a vigorous defense. Defendants initial attack came on June 13, 2016, when they

moved to dismiss, arguing that Plaintiffs lacked standing under the Supreme

Court’s then-recent decision in Spokeo, Inc. v. Robins, 136 S. Ct. 1540 (2016) and


5

that the 2016 amendments to the PPPA were retroactive and required dismissal.

(Dkt. 8.) When filed, both of these were complex issues of first impression, which

Plaintiffs opposed with equal vigor in a lengthy response. (Dkt. 21.)

With the principal briefs on these dispositive issues filed, the Parties decided

to explore the potential of an early resolution before Defendants replied in support

of their motion to dismiss. (See Declaration of Rafey S. Balabanian in Support of

Plaintiffs’ Motion for Final Approval of Class Action Settlement (“Balabanian

Decl.) ¶ 4, attached as Exhibit 3.) To facilitate settlement discussions, and at the

Parties’ request, the Court extended the briefing schedule on the motion to dismiss,

so that the Parties could mediate with the Honorable Wayne R. Andersen, a well-

respected retired federal judge now with JAMS. (Id. ¶ 5.) Despite a full day of

mediation and a mediator’s proposal, the Parties remained too far apart and opted

to return to litigation. (Id.)

After the failed mediation, Defendants picked up where they left off, filing

their reply in support of their Motion to Dismiss. (Dkt. 21.) On January 27, 2017,

with briefing finally complete and having heard oral argument, the Court denied

Defendants’ Motion to Dismiss, concluding both that Plaintiffs possessed Article

III standing and that the 2016 Amendments to the PPPA were not retroactive. (Dkt.

23.) Defendants then pushed forward, raising seventeen (17) affirmative defenses

in their Answer, including that Defendants don’t sell magazines “at retail,” that the


6

PPPA doesn’t apply to magazine subscriptions, and that the PPPA violates the First

Amendment. (Dkt. 24.) The Parties also put together an extensive and aggressive

discovery schedule, dkt. 25, and Plaintiffs immediately propounded written

discovery. (Balabanian Decl. ¶ 6.)

Continued litigation, however, was short-lived. As the case progressed, the

Parties decided to re-engage Judge Andersen. (Id. ¶ 7.) Over the course of several

weeks, Judge Andersen separately caucused with the Parties at least a dozen times

(including on nights and weekends) and eventually made another mediator’s

proposal that was accepted by all Parties on March 28, 2017. (Id. ¶ 7.) The Parties

then diligently prepared and executed a written settlement agreement. The Court

granted preliminary approval to that Settlement on June 8, 2017. (Dkt. 34.)

III. TERMS OF THE SETTLEMENT AGREEMENT

The terms of the Settlement agreement are briefly summarized as follows:

A. Class Definition.

As part of preliminary approval, the Court certified a Settlement Class,

defined as “the approximately 415,000 Persons with Michigan street addresses

who purchased a subscription to an AMI Publication to be delivered to that

Michigan street address between April 14, 2010 and July 31, 2016.” (Dkt. 34;

Agreement ¶ 1.30.)


7

B. Monetary Relief

Defendants have established a $7.6 million non-reversionary Settlement

Fund, from which each Settlement Class Member who submits a valid claim shall

be entitled to a pro rata share, after payment of notice and administrative expenses,

attorneys’ fees, and any incentive award to the Class Representatives. (Id. ¶¶ 1.32,

2.1.) Individual payments are estimated to be approximately $100. (Balabanian

Decl. ¶ 8.)

C. Prospective Relief

For a period of four years from June 8, 2017 (the date of entry of the Court’s

Preliminary Approval Order), and in accordance with the Settlement Agreement,

Defendants will not disclose any Michigan customers’ subscription information to

third-party companies without their prior express written consent. (Id. ¶ 2.2.)

D. Payment of notice and settlement administration expenses.

Defendants have paid, and will continue to pay, all notice and administration

expenses out of the Settlement Fund. (Agreement ¶¶ 1.28, 1.32.)

E. Payment of incentive award, attorneys’ fees, and expenses

Defendants have agreed to pay an incentive award from the Settlement Fund

to Plaintiffs Moeller and Brisson in the amount of $5,000 each to compensate them

for their service as Class Representatives, as well as reasonable attorneys’ fees not

to exceed 35% of the Settlement Fund. (Id. ¶¶ 1.32, 8.1, 8.3.) Both awards are


8

subject to this Court’s approval, which Plaintiffs have moved for separately. (See

Dkt. 37.)

F. Release

In exchange for the relief described above, Defendants and each of their

related and affiliated entities will receive a full release of all claims arising out of

or related to Defendants’ disclosure of their Michigan customers’ magazine

subscription information. (See Agreement ¶¶ 1.25—1.27 for full release language.)

IV. THE NOTICE PLAN COMPORTS WITH DUE PROCESS.

Before final approval can be granted, Due Process and Rule 23 require that

the notice provided to the Settlement Class is “the best notice that is practicable

under the circumstances, including individual notice to all members who can be

identified through reasonable effort.” Fed. R. Civ. P. 23(c)(2)(B); Eisen v. Carlisle

& Jacquelin, 417 U.S. 156, 173 (1974). Notice “need only be reasonably

calculated . . . to apprise interested parties of the pendency of the settlement

proposed and to afford them an opportunity to present their objections.” UAW v.

Gen. Motors Corp., 2006 WL 891151, at *33 (E.D. Mich. Mar. 31, 2006) (citation

omitted). Notice must clearly state essential information regarding the settlement,

including the nature of the action, terms of the settlement, and class members’

options. See Fed. R. Civ. P. 23(c)(2)(B); Dick v. Sprint Commc’ns Co. L.P., 297

F.R.D. 283, 292 (W.D. Ky. 2014). At its core, “[a]ll that the notice must do is


9

fairly apprise the prospective members of the class of the terms of the proposed

settlement so that class members may come to their own conclusions about

whether the settlement serves their interest.” UAW v. Gen. Motors Corp., 497 F.3d

615, 630 (6th Cir. 2007) (citation omitted).

That said, Due Process does not require that every class member receive

notice, and a notice plan is reasonable if it reaches at least 70% of the class. Fidel

v. Farley, 534 F.3d 508, 514 (6th Cir. 2008); Fed. Judicial Ctr., Judges’ Class

Action Notice and Claims Process Checklist and Plain Language Guide 3 (2010);

see also In re Countrywide Fin. Corp. Customer Data Sec. Breach Litig., 2009 WL

5184352, at *12 (W.D. Ky. Dec. 22, 2009) (finding notice plan to be “the best

notice practicable” where combination of mail and publications notice reached

81.8% of the class); Gascho v. Glob. Fitness Holdings, LLC, 822 F.3d 269 (6th

Cir. 2016) (finding that notice and claims processes were appropriate where 90.8%

of notices were successfully delivered to addresses associated with class members).

The notice plan here meets these standards, as it provided direct notice via a

postcard or email to 89.9 % of the Settlement Class. (Lucchesi Decl. ¶ 14.)

At preliminary approval, the Court approved the Parties’ proposed Notice

Plan, finding it met the requirements of Rule 23 and Due Process. (Dkt. 34 at 9.)

That plan has now been fully carried out by professional settlement administrator

Kurtzman Carson Consultants, LLC (“KCC”). Pursuant to the Settlement,


10

Defendants provided KCC with a list of 423,237 available names, addresses and

emails of potential Settlement Class Members. (Lucchesi Decl. ¶ 8.) After KCC

removed duplicates, the Class List contained 334,430 potential members. KCC

successfully delivered the Court-Approved notice via email to 8,255 class

members and via postcard to 292,405 class members. (Id. ¶¶ 9–13.) Accordingly,

the Court-approved notice successfully reached 89.9% of the Settlement Class.

(Agreement ¶¶ 4.1(b)-(c); (Lucchesi Decl. ¶ 14.)3 These summary notices also

directed Settlement Class Members to the Settlement Website, where they were

able to submit claims on-line; access important court filings, including the Motion

for Attorneys’ Fees; and see deadlines and answers to frequently asked questions.

(Agreement ¶ 4.1(d)); (Lucchesi Decl. ¶ 16)

Given the broad reach of the notice, and the comprehensive information

provided, the requirements of due process and Rule 23 are met.

V. THE SETTLEMENT WARRANTS FINAL APPROVAL.

The Federal Rules of Civil Procedure require judicial approval of class

action settlements. Halliday v. Weltman, Weinber & Reis Co., L.P.A., 2013 WL

692856, at *1 (E.D. Mich. Feb. 26, 2013) (citing Fed. R. Civ. P. 23(e)). At final

approval, the ultimate issue is whether the settlement is fair, reasonable, and

adequate. Fed. R. Civ. P. 23(e)(2); Williams v. Vukovich, 720 F.2d 909, 921 (6th 3 KCC also notified the appropriate state and federal officials pursuant to CAFA. (Lucchesi Decl. ¶¶ 5–7.)


11

Cir. 1983). Courts within the Sixth Circuit recognize a strong “federal policy

favoring settlement of class actions.” UAW, 497 F.3d at 632 (citation omitted); see

also Leonhardt v. ArvinMeritor, Inc., 581 F. Supp. 2d 818, 830 (E.D. Mich. 2008).

To evaluate the fairness, reasonableness, and adequacy of a settlement

agreement at final approval, courts look to seven factors: (1) the likelihood of

success on the merits; (2) the public interest; (3) the complexity, expense, and

duration of future litigation; (4) the opinions of class counsel; (5) the amount of

discovery completed; (6) the reaction of absent class members; and (7) the risk of

fraud or collusion (the “UAW factors”). UAW, 497 F.3d at 631 (citing Granada

Invs., Inc. v. DWG Corp., 962 F.2d 1203, 1205 (6th Cir. 1992)); Williams, 720

F.2d at 922-23. The court need only analyze the factors that are relevant to the

settlement agreement and may weigh “particular factors according to the demands

of the case.” Leonhardt, 581 F. Supp. 2d at 832 (citations and internal quotations

omitted). Although the factors may be assessed individually, inquiry into one

factor often overlaps with another. Gentrup v. Renovo Servs., LLC, 2011 WL

2532922, at *3 (S.D. Ohio June 24, 2011).

As described below, each factor affirms the fairness, reasonableness, and

adequacy of the Settlement, and supports final approval.


12

A. Plaintiff’s Likelihood of Success on the Merits, Balanced Against the Benefits of Settlement, Weighs in Favor of Final Approval.

The first and most important UAW factor requires weighing the plaintiff’s

likelihood of success on the merits against the immediate benefits of settlement.

Poplar Creek Dev. Co. v. Chesapeake Appalachia, LLC, 636 F.3d 235, 245 (6th

Cir. 2011); In re Cardizem CD Antitrust Litig., 218 F.R.D. 508, 522-23 (E.D.

Mich. 2003). “Although this inquiry understandably does not require [the court] to

decide the merits of the case or resolve unsettled legal questions,” the fairness of a

proposed settlement cannot be judged “without weighing the plaintiff’s likelihood

of success on the merits against the amount and form of the relief offered in the

settlement.” UAW, 497 F.3d at 632 (citation omitted). Ultimately, the question is

whether the class’s interests “are better served if the litigation is resolved by the

settlement.” Leonhardt, 581 F. Supp. 2d at 832-33, 836 (citation omitted) (“absent

settlement, all class members would be subject to the uncertainty, risk, hardship

and delay attendant to continued litigation which ultimately might leave them with

absolutely nothing.”); see also Lasalle Town Houses Coop. Ass’n v. City of

Detroit, 2016 1223354, at *6 (E.D. Mich. Mar. 29, 2016) (granting final approval

where “class members would bear the risk of continued litigation with the potential

for an adverse result.”). The likelihood that Plaintiffs will succeed on the merits

thus serves as a “gauge” against which the benefits of the settlement are measured.


13

Poplar Creek, 636 F.3d at 245 (citing In re Gen. Tire & Rubber Co. Sec. Litig.,

726 F.2d 1075 (6th Cir. 1984)).

Here, Plaintiffs believed that their chances of succeeding in certifying an

adversarial class and prevailing on summary judgment or at trial were strong, but

they were also far from certain. (Balabanian Decl. ¶ 9.) Plaintiffs had defeated

Defendants’ two main case-dispositive arguments—lack of Article III standing and

retroactivity of the PPPA—and the uniformity of Defendants’ conduct toward the

class made the case an ideal candidate for certification. See Coulter-Owens v.

Time, Inc., 308 F.R.D. 524 (E.D. Mich. 2015) (certifying class where defendant

engaged in similar conduct toward its magazine subscribers).

That said, there remained several ways in which the class could wind up

empty-handed. Plaintiffs would still face challenges on the merits of Defendants’

17 affirmative defenses as well as issues at summary judgment, including whether

Defendants were selling their subscriptions “at retail.” (Balabanian Decl. ¶ 10.)

While Plaintiffs believe that they would have succeeded on those issues, the Sixth

Circuit in Coulter-Owens v. Time Inc., 2017 WL 2731309 (6th Cir. June 26, 2017)

would have made succeeding on the “at retail” issue more difficult.4 There, the

Court found in an unpublished decision that under the facts of that case, the

subscribers who purchased their magazine subscriptions through third-party online 4Although Coulter-Owens may have complicated summary judgment issues here, it forecloses further argument on either the Article III or retroactivity issues.


14

subscription agents did not purchase “at retail,” as required by the PPPA. Id. at *6.

The Settlement in this case was reached approximately 3 months prior to the Sixth

Circuit’s opinion, which certainly would have altered the course of the litigation

and may have even ultimately barred recovery to members of the Settlement Class

who subscribed to Defendants’ publications through third parties. (Balabanian

Decl. ¶ 10.)

Against this backdrop of uncertainty, the benefits of the Settlement are

obvious and unmistakable: it creates a larger settlement fund for fewer class

members resulting in higher per class member recovery compared to the other

three PPPA settlements that have been approved in this district. (Id. ¶ 11.)

Specifically, the $7.6 million settlement fund for the benefit of 334,430 potential

class members is not only itself larger, but the anticipated $100 per person is one to

two times the individual recovery provided for in other PPPA settlements. See

Halaburda, No. 12-cv-12831, dkt. 68 (securing a $775,000 fund for a class of

40,000 subscribers with claiming class members getting an estimated $74 pro rata

payment); Coulter-Owens v. Rodale, No. 14-cv-12688 dkt. 54 (securing a $4.5

million fund for a class of approximately 580,000 subscribers with claiming class

members getting an estimated $44 pro rata payment); Kinder, No. 13-cv-11284

dkt. 81(securing a $7.5 million fund for a class of approximately 980,000


15

subscribers with claiming class members getting an estimated $50 pro rata

payment).

The reasonableness of the anticipated $100 pro rata payments becomes all

the more apparent when looking at the relief afforded in the typical privacy

settlement, where classes tend to be enormous, but individual class members

receive only cy pres relief without any individual payments. See, e.g., Lane v.

Facebook, Inc., 696 F.3d 811, 820-22 (9th Cir. 2012) (affirming $9.5 million

settlement providing cy pres payment as sole monetary relief in case where

statutory damages of up to $10,000 per claim were available in class of millions),

cert. denied 134 U.S. 8 (Nov. 4, 2013); In re Google Buzz Privacy Litig., No. C 10-

00672 JW, 2011 WL 7460099, at *3-5 (N.D. Cal. June 2, 2011) (approving $8.5

settlement providing cy pres payment as sole monetary relief in case where

statutory damages of up to $10,000 per claim were available in a class of millions);

In re Netflix Privacy Litig., No. 11-cv-00379, 2013 WL 1120801, at *6-7 (N.D.

Cal. Mar. 18, 2013) (approving $9 million settlement providing cy pres payment as

sole monetary relief in case where statutory damages of $2,500 per claim were

available to class of millions).

Often overshadowed, but just as important, the Settlement delivers

meaningful prospective relief. For the next four years Defendants will not disclose

their Michigan customers’ subscriber information to third parties without prior


16

express written consent. (Agreement ¶ 2.2(a).) This relief aligns perfectly with

both the goals of the PPPA and those of this lawsuit. See, e.g., Halaburda v. Bauer

Publ’g Co., No. 12-cv-12831, Dkt. 69 (E.D. Mich. Jan. 15, 2015) (finally

approving a class action in similar PPPA litigation and finding that “the more

important provisions of the settlement agreement are the provisions according

equitable relief and a cessation of the disclosure altogether for this period of four

years by the defendants.”). This prospective relief is particularly significant here,

given that the 2016 amendments to the PPPA no longer prohibit disclosure of such

information when it is “incident to the ordinary course of business” of the person

disclosing the information. 2016 Mich. Pub. Acts 92, M.C.L. § 445.1713.

Where, as in this case, Plaintiffs’ likelihood of success on the merits is

tempered by uncertainty, the benefits of the settlement—both the prospective and

monetary—are readily apparent. The first UAW factor thus supports final approval.

B. In Protecting Reader Privacy and Conserving Judicial Resources, the Settlement Serves the Public Interest.

A settlement that serves the public interest is likely to be found fair,

reasonable, and adequate. In re Cardizem, 218 F.R.D. at 530. Settlements may

serve the public interest by advancing a statute’s goals or by conserving judicial

resources. See id.; see also In re Rio Hair Naturalizer Prods. Liab. Litig., 1996 WL

780512, at *12 (E.D. Mich. Dec. 20, 1996) (“Voluntary resolution [of complex

class action litigation] is in the public interest”); Hainey v. Parrott, 617 F. Supp. 2d


17

668, 679 (S.D. Ohio 2007) (“Public policy generally favors settlement of class

action lawsuits”) (citing Whitford v. First Nationwide Bank, 147 F.R.D. 135, 143

(W.D. Ky. 1992)). To serve the public interest, a settlement agreement that seeks

to enforce a statute “must be consistent with the public objectives” that the

legislature sought to attain. Williams, 720 F.2d at 923 (citations omitted).

The instant Settlement furthers the objectives sought by the Michigan

Legislature when it enacted the Statute years ago. The PPPA recognizes that “one’s

choice in videos, records, and books is nobody’s business but one’s own.” House

Legis. Analysis Section, H.B. No. 5331. At its core, the PPPA protects Plaintiffs’

“right to read or observe what [they] please—the right to satisfy [their] intellectual

and emotional needs in the privacy of [their] own home.” Stanley v. Georgia, 394

U.S. 557, 565 (1969). Thus, the Settlement serves the legislature’s goal of

protecting an individual’s right to privacy in the written materials he or she

chooses to read because it prevents the disclosure of magazine reading preferences

by Defendants without express consent. (See Agreement ¶ 2.2.)

It also advances the public interest by conserving judicial resources,

avoiding “notoriously difficult and unpredictable” class action litigation that can

consume the court’s time and money. See In re Cardizem, 218 F.R.D. at 530; see

also Leonhardt, 581 F. Supp. 2d at 839. To be sure, if the Settlement does not

receive the Court’s final approval, the case’s complex and lengthy litigation would


18

continue and would require significantly more motion practice and potential

appeals. See Sims v. Pfizer, Inc., 2016 WL 772545, at *9 (E.D. Mich. Feb. 24,

2016) (finally approving settlement and finding that “absent settlement, all class

members would be subject to the uncertainties, hardship, and delay attendant to

continued litigation.”). Here, there is no need to deviate from the “strong public

interest in encouraging settlement of complex class action litigation.” See In re

Packaged Ice Antitrust Litig., 2011 WL 6209188, at *15 (E.D. Mich. Dec. 13,

2011) (citation omitted).

The Settlement serves the public interest because it furthers the underlying

purpose of the PPPA—to protect the privacy of consumers’ personal reading

habits—and conserves judicial resources. The second factor therefore weighs in

favor of final approval.

C. The Complexity, Expense, and Duration of Further Litigation Favor Final Approval.

The third UAW factor requires the consideration of the complexity, expense,

and duration of further litigation, and the comparison of those risks to the relief

afforded under the settlement. See, e.g., In re Cardizem, 218 F.R.D. at 523; UAW,

2006 WL 891151, at *18 (citation omitted). Final approval is favored in cases such

as this one, where the parties are “likely [to] expend significant time and money

litigating [a] case through class certification, dispositive motions, trial, and

appeal,” further chipping away at the amount—and possibility—of class recovery.


19

Stinson v. Delta Mgmt. Assocs., Inc., 302 F.R.D. 160, 164 (S.D. Ohio 2014); see

also In re Telectronics Pacing Sys., Inc., 137 F. Supp. 2d 985, 1013 (S.D. Ohio

2001) (citation omitted).

Undoubtedly, further litigation in this case would produce substantially more

motion practice, including an adversarial motion for class certification, discovery

disputes, and motions for summary judgment. Absent a summary judgment

victory, such a hard-fought case would ultimately lead to a trial, thus guaranteeing

that the matter would not conclude any time in the near future. Whichever party

loses, either at summary judgment or trial, will certainly appeal. Any one of these

obstacles could strip the class of all recovery, making further litigation “a high

stakes ‘zero sum’ undertaking.” Leonhardt, 581 F. Supp. 2d at 833.

Absent final approval of the instant Settlement, the complexity, expense, and

duration of further litigation will threaten a positive outcome for the class.

Accordingly, the third UAW factor supports final approval.

D. The Stage of the Proceedings and Amount of Discovery Completed Weigh in Favor of Final Approval.

The fourth UAW factor examines the stage of the proceedings and the

amount of discovery that has taken place. In re Rio, 1996 WL 780512, at *13.

Although “[t]here is no precise yardstick to measure the amount of litigation that

the parties should conduct before settling,” the case should be developed enough to

raise the court’s decision “above mere conjecture.” Id. (citation and internal


20

quotations omitted). What is imperative is not the amount of formal discovery

completed, but whether the parties and the court have sufficient information to

make a reasoned decision with respect to settlement. See IUE-CWA v. Gen. Motors

Corp., 238 F.R.D. 583, 598 (E.D. Mich. 2006) (“That the parties conducted their

investigation through informal discovery . . . is not unusual or problematic, so long

as they and the court have adequate information in order to evaluate the parties’

relative positions.”).

Here, in preparation for the initial mediation and further negotiations with

Judge Andersen, Plaintiffs obtained informal discovery from Defendants regarding

the size of the class and the nature of the disclosures. (Balabanian Decl. ¶ 12.)

Armed with this information and the knowledge acquired from having litigated and

settled other PPPA class actions, Plaintiffs and their counsel had all the

information they needed to reach an informed resolution of this matter. (Id.) As

such, the fourth UAW factor also militates in favor of final approval.

E. The Opinion of Class Counsel Supports Final Approval.

The fifth UAW factor assesses the opinion of experienced counsel regarding

the settlement. UAW, 497 F.3d at 631; Williams, 720 F.2d at 922-23 (“The court

should defer to the judgment of experienced counsel who has competently

evaluated the strength of his proofs.”). Counsel’s judgment is entitled to significant

weight. Leonhardt, 581 F. Supp. 2d at 837. The deference afforded to counsel’s


21

opinion depends on both their skill and experience, Int’l Union v. Ford Motor Co.,

2006 WL 198463, at *25 (E.D. Mich. July 13, 2006), as well as “the amount of

discovery completed and the character of the evidence uncovered.” Williams, 720

F.2d at 923.

Here, Class Counsel are well-respected attorneys with significant experience

litigating consumer class actions of similar size, scope, and complexity.

(Balabanian Decl. ¶ 13; see also Firm Resumes of Edelson PC and Bursor &

Fisher, P.A., which are attached to the Balabanian Decl. as Exhibits 3-A and 3-B.)

In addition to being at the forefront of PPPA litigation, see, e.g., Halaburda, No.

12-cv-12831, dkt. 68, Edelson PC is widely known for its work in the area of

consumer privacy litigation. See, e.g., In re Facebook Privacy Litig., No. 10-cv-

02389, dkt. 69 (N.D. Cal. 2010) (recognizing Edelson PC as “pioneers in the

electronic privacy class action field”); see also In re Netflix Privacy Litig., No. 11-

cv-00379, dkt. 59 (N.D. Cal. Aug. 12, 2011) (noting Edelson PC’s “significant and

particularly specialized expertise in electronic privacy litigation and class

actions”); see also Harris v. comScore, No. 11-cv-05807, dkt. 369 (N.D. Ill. 2014)

(granting final approval to one of the largest consumer class actions ever brought

under federal electronic privacy laws, in which Edelson PC served as sole lead

counsel); see also Coulter-Owens v. Rodale, Inc., No. 14-cv-12688 (E.D. Mich.


22

Sep. 29, 2016) (appointing as class counsel attorneys from Edelson PC in a similar

PPPA class action that settled on comparable terms).

The law firm of Bursor & Fisher, P.A., has also been recognized for the

efforts it has made on behalf of consumer classes. Ebin v. Kangadis Food Inc., 297

F.R.D. 561, 566 (S.D.N.Y. Feb. 25, 2014) (“Bursor & Fisher, P.A., are class action

lawyers who have experience litigating consumer claims. … The firm has been

appointed class counsel in dozens of cases in both federal and state courts, and has

won multi-million dollar verdicts or recoveries in five class action jury trials since

2008.”); In re Michaels Stores Pin Pad Litig., No. 11-cv-03350, dkt. 22 (N.D. Ill.

June 8, 2011) (appointing Bursor & Fisher class counsel to represent a putative

nationwide class of consumers who made in-store purchases at Michaels using a

debit or credit card and had their private financial information stolen as a result).

Class Counsel believe that the Settlement is fair, reasonable, and adequate.

(Balabanian Decl. ¶ 16.) In light of their experience, their opinion in support of

final approval satisfies this UAW factor.

F. The Reaction of Absent Class Members Favors Final Approval

The sixth UAW factor weighs in favor of approval where the majority of

class members have elected to remain in the settlement class without objecting. In

re Cardizem, 218 F.R.D. at 527. A small number of opt-outs and objections “are to

be expected in a class action” and do not impact the Settlement’s fairness. Id.


23

(citations omitted); see also Olden v. Gardner, 294 F. App’x 210, 217 (6th Cir.

2008) (inferring that most “class members had no qualms” with settlement where

29 out of 11,000 class members objected). Here, over 39,000 people have already

filed claim forms, a single pro-se individual has objected to the Settlement, and

only 5 have opted out (a mere .0007% of the Settlement Class). (Lucchesi Decl. ¶

17–19.) This exceptional participation rate and lack of opposition to the Settlement

Class leave no question that the class members view the Settlement favorably,

which further underscores its fairness. See Hillson v. Kelly Servs. Inc., No. 2:15-

CV-10803, 2017 WL 3446596, at *2 (E.D. Mich. Aug. 11, 2017) (finding that 10

opt-outs and a single objection that did not question the fairness of the settlement

to the class “strongly indicates that the settlement is fair.”)

Further, the lone objection from Ms. Peterson, an incarcerated individual

serving multiple life sentences, misunderstands the nature of the disclosures of

personal information at issue in this case and should be overruled.5 (Balabanian

Decl. ¶ 17.) As an initial matter, Ms. Peterson’s objection references her

subscription to magazines that are not even published by Defendants. (Id.) But

even assuming she did subscribe to one of Defendants’ publications during the

class period, Ms. Peterson’s objection should still be overruled. First, Ms. Peterson 5 Ms. Peterson also claims that her brother called Class Counsel and that those calls went unanswered. This assertion is false. Class Counsel logs every call it receives about every settlement and none referenced Ms. Peterson or any other incarcerated person. (Balabanian Decl. ¶ 17.)


24

wrongly believes that the prospective relief is not a benefit to her because she’s

imprisoned. (Id. ¶ 17(a).) Not so. Ms. Peterson’s reading choices will be protected

from disclosure to third parties absent her consent just like every other class

member—a protection they currently don’t receive under the amended PPPA. (Id.

¶ 17(b).) Next, Ms. Peterson suggests that the settlement should have provided

credit monitoring protection for victims of identity theft. This critique stems from

an IRS notice she received after two tax returns were filed in her name in 2010.

But the information that the IRS explained would have been used to perpetrate the

fraud—i.e., Ms. Peterson’s “Social Security number (SSN) or Individual Taxpayer

Identification Number (ITIN)”—is not the sort of information collected and

disclosed by magazine companies. (Id.) Thus, Ms. Peterson’s belief that

Defendants’ disclosures resulted in the IRS notice she received and her resulting

request for credit monitoring is mistaken. Finally, Ms. Peterson appears to object to

the amount individuals are anticipated to receive under the settlement, but for the

reasons explained above, the monetary result here exceeds most privacy

settlements, including those under the PPPA. (Id. ¶ 17(c).)

Accordingly, Ms. Peterson’s objection should be overruled and the Court

should find that this factor likewise favors granting final approval.


25

G. The Settlement is Free from Fraud and Collusion.

The final UAW factor ensures that the settlement is the “product of arm’s-

length negotiations as opposed to collusive bargaining.” Kogan v. AIMCO Fox

Chase, L.P., 193 F.R.D. 496, 501-02 (E.D. Mich. 2000) (citations omitted); see

also Sheick v. Auto. Component Carrier, LLC, 2010 WL 3070130, at *13 (E.D.

Mich. Aug. 2, 2010) (explaining that arm’s-length negotiations conducted “by

adversarial parties and experience counsel” are indicative of a settlement’s

fairness, reasonableness, and adequacy.) The absence of fraud or collusion is

presumed unless there is evidence to the contrary. IUE-CWA, 238 F.R.D. at 598;

see also UAW, 497 F.3d at 628; Dick v. Sprint Commc’ns Co. L.P., 297 F.R.D. at

295 (recognizing that courts “presume the absence of fraud or collusion in class

action settlements” and finding that the exchange of data through litigation and the

absence of allegations of fraud or collusion indicated that the settlement was the

result of a good-faith negotiation) (quoting Leonhardt, 581 F. Supp. 2d at 838).

Finally, “[t]he participation of an independent mediator in the settlement

negotiations virtually insures that the negotiations were conducted at arm’s-length

and without collusion between the parties.” Hainey, 617 F. Supp. 2d at 673.

This Settlement is the product of negotiations conducted at arm’s-length by

experienced counsel representing adversarial parties and there is absolutely no

evidence of fraud or collusion. (Balabanian Decl. ¶ 18.) As the docket in this case


26

reflects, the parties have vigorously pursued their own interests and positions

throughout the litigation, (see, e.g., dkts. 8, 12, 21), further confirming the absence

of fraud or collusion. See Leonhardt, 581 F. Supp. 2d at 838; Balabanian Decl. ¶

18.) And when the Parties were finally ready to discuss the possibility of

settlement, all of their negotiations occurred only at arm’s-length through a former

federal judge acting as a mediator. In fact, not only did the first mediation fail, but

the settlement was only reached as a result of a proposal by Judge Andersen.

(Balabanian Decl. ¶ 18.)

The arm’s-length nature of these negotiations is not altered by the fact that

the Settlement permits the Court to award each Plaintiff a modest $5,000 service

award to compensate them for the approximately 25 hours of service they provided

to ensure the class they represented obtained meaningful relief. (See Dkt. 37.) As

explained in detail in Plaintiffs’ request for a service award, here, an incentive

award of $5,000 each is not a bounty or a windfall, and is in fact reasonable to

compensate Plaintiffs for the significant amount of time they invested in obtaining

a $7.6 million common fund for the class. (Id. at 26-27, discussing In re Pampers

Dry Max Litig., 724 F.3d 713 (6th Cir. 2013) and Plaintiffs’ substantial service

throughout this litigation).) Modest service awards—like the one sought here—are

routinely approved in this District and do not create either an adequacy issue nor


27

indicate collusion when, as here, the award compensates for time spent and the

class is obtaining real relief. (Id.)

There should be no question that the Settlement is entirely free from fraud or

collusion and the final UAW factor supports granting final approval.

VI. CONCLUSION

For the foregoing reasons, Plaintiffs respectfully request that the Court enter

an order (i) granting final approval to the Settlement Agreement, and (ii)

overruling Ms. Peterson’s objection, and (iii) awarding such other and further relief

as the Court deems reasonable and just.

Dated: August 23, 2017 Respectfully submitted,

ELIZABETH MOELLER AND NICOLE BRISSON, individually and on behalf of the settlement class, By: /s/ Rafey S. Balabanian One of Plaintiffs’ Attorneys Jay Edelson [email protected] Rafey S. Balabanian [email protected] Ari J. Scharg [email protected] Eve-Lynn Rapp [email protected] Benjamin S. Thomassen [email protected] EDELSON PC


28

350 North LaSalle Street, Suite 1300 Chicago, Illinois 60654 Tel: 312.589.6370 Fax: 312.589.6378 Henry M. Scharg [email protected] LAW OFFICE OF HENRY M. SCHARG 718 Ford Building Detroit, Michigan 48226 Tel: (248) 596.1111 Fax: (248) 671.0335 Scott A. Bursor [email protected] Joseph I. Marchese [email protected] Philip L. Fraietta [email protected] BURSOR & FISHER, PA 888 Seventh Avenue New York, New York 10019 Tel: 646.837.7150 Fax: 212.989.9163 Counsel for the Plaintiffs and the Settlement Class


CERTIFICATE OF SERVICE

I, Rafey S. Balabanian, an attorney, hereby certify that on August 23, 2017, I served the above and foregoing document on all counsel of record by filing it electronically with the Clerk of the Court using the CM/ECF system.

/s/ Rafey S. Balabanian


1



Plaintiffs,


Defendants.



INDEX OF EXHIBITS

1 – Class Action Settlement Agreement 2 – Declaration of Lana Lucchesi 3 – Declaration of Rafey S. Balabanian

5:16-cv-11367-JEL-EAS Doc # 40-1 Filed 08/23/17 Pg 1 of 1 Pg ID 765

Exhibit 1




Plaintiffs,

v.

AMERICAN MEDIA, INC., a Delaware corporation, and ODYSSEY MAGAZINE PUBLISHING GROUP, INC., a Delaware corporation,

Defendants.



CLASS ACTION SETTLEMENT AGREEMENT

This Agreement (“Agreement” or “Settlement Agreement”) is entered into by and among

(i) Plaintiffs, Elizabeth Moeller and Nicole Brisson (“Plaintiffs”); (ii) the Settlement Class (as

defined herein); and (iii) Defendants, American Media, Inc. (AMI”), and Odyssey Magazine

Publishing Group, Inc., now known as AMI Celebrity Publications, LLC1 (“Odyssey,” and

together, “Defendants”). The Settlement Class and Plaintiffs are collectively referred to as the

“Plaintiffs” unless otherwise noted. The Plaintiffs and the Defendants are collectively referred to

herein as the “Parties.” This Agreement is intended by the Parties to fully, finally and forever

resolve, discharge, and settle the Released Claims (as defined herein), upon and subject to the

terms and conditions of this Agreement, and subject to the final approval of the Court.

RECITALS

1 Odyssey Magazine Publishing Group, Inc. was merged out of existence on March 31, 2016. It merged into AMI Celebrity Publications, LLC, a wholly-owned subsidiary of Defendant American Media. Wherever this settlement agreement refers to Odyssey, the parties agree that those provisions will apply with equal force to AMI Celebrity Publications, LLC.


2

A. This putative class action was filed on April 14, 2016, in the United States District

Court for the Eastern District of Michigan. The material allegations of the complaint center on

Defendants’ alleged disclosure of their customers’ personal information and magazine choices to

third parties without permission in violation of Michigan’s Preservation of Personal Privacy Act,

M.C.L. §§ 445.1711-15 (“PPPA”) and in breach of their alleged contracts with the putative class

members. (Dkt. 1.)

B. In response to the complaint, on June 13, 2016, Defendants filed a motion to

dismiss under Rules 12(b)(1) and 12(b)(6), arguing, inter alia, that Plaintiffs lacked Article III

standing and failed to state a claim upon which relief could be granted. (Dkt. 8.) Plaintiffs filed

their opposition brief on July 5, 2016 (Dkt. 12), and Defendants filed their reply brief on October

20, 2016. (Dkt. 21.)

C. From the outset of the case, and including during the pendency of the motion to

dismiss, the Parties engaged in direct communications, and as part of their obligations under Fed.

R. Civ. P. 26, discussed the prospect of an early resolution. Those discussions led to an

agreement between the Parties to engage in early mediation, which the Parties agreed would be

take place before retired district judge, Wayne R. Andersen (formerly of the Northern District of

Illinois), who was a neutral at JAMS Chicago.

D. As part of the mediation, and in order to competently assess their relative

negotiating positions, the Parties exchanged informal discovery, including on issues such as the

size and scope of the putative class, and certain facts related to the strength of Defendants’

defenses. Given that the information exchanged would have been, in large part, the same

information sought in formal discovery related to the issues of class certification and summary

judgment, the Parties had sufficient information to assess the strengths and weaknesses of the

claims and defenses.


3

E. The mediation took place on October 6, 2016 at JAMS’s offices in Chicago and

took the entire day. While the Parties engaged in good faith negotiations, which at all times were

at arms’ length, they viewed the case very differently, and as a result, failed to make substantial

progress toward an ultimate resolution. Consequently, at the conclusion of the mediation, Judge

Andersen made a mediator’s proposal to settle the case. The Parties did not accept Judge

Andersen proposal and returned to litigation.

F. On January 27, 2017, after considering all of the briefing on the matter, the Court

denied Defendants’ motion to dismiss. (Dkt. 23.)

G. Defendants thereafter answered Plaintiffs’ Complaint on February 9, 2017 by

denying the allegations generally and raising seventeen (17) affirmative defenses. (Dkt. 24.)

H. Soon after entry of the Court’s Order on the motion to dismiss, the Parties agreed

to restart settlement talks with the assistance of Judge Andersen. To that end, Defendants

increased their offer to settle the case, which Plaintiffs countered, and engaged in several

additional rounds of arms’ length negotiations facilitated by Judge Andersen over the course of a

four-week period. Having been unable to reach an agreement on their own, on March 22, 2017,

Judge Andersen made another mediator’s proposal to settle the case, which the Parties accepted.

I. At all times, Defendants have denied and continue to deny any wrongdoing

whatsoever and have denied and continue to deny that they committed, or threatened or

attempted to commit, any wrongful act or violation of law or duty alleged in the Action.

Nonetheless, taking into account the uncertainty and risks inherent in any litigation, Defendants

have concluded it is desirable and beneficial that the Action be fully and finally settled and

terminated in the manner and upon the terms and conditions set forth in this Agreement. This

Agreement is a compromise, and the Agreement, any related documents, and any negotiations

resulting in it shall not be construed as or deemed to be evidence of or an admission or


4

concession of liability or wrongdoing on the part of Defendants, or any of the Released Parties

(defined below), with respect to any claim of any fault or liability or wrongdoing or damage

whatsoever.

J. Plaintiffs believe that the claims asserted in the Action against Defendants have

merit and that they would have prevailed at summary judgment and/or trial. Nonetheless,

Plaintiffs and Class Counsel recognize that Defendants have raised factual and legal defenses

that present a risk that Plaintiffs may not prevail. Plaintiffs and Class Counsel also recognize the

expense and delay associated with continued prosecution of the Action against Defendants

through class certification, summary judgment, trial, and any subsequent appeals. Plaintiffs and

Class Counsel have also taken into account the uncertain outcome and risks of litigation,

especially in complex class actions, as well as the difficulties inherent in such litigation.

Therefore, Plaintiffs believe it is desirable that the Released Claims be fully and finally

compromised, settled, and resolved with prejudice. Based on their evaluation, Class Counsel

have concluded that the terms and conditions of this Agreement are fair, reasonable, and

adequate to the Settlement Class, and that it is in the best interests of the Settlement Class to

settle the claims raised in the Action pursuant to the terms and provisions of this Agreement.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among

Plaintiffs, the Settlement Class, and each of them, and Defendants, by and through its

undersigned counsel that, subject to final approval of the Court after a hearing or hearings as

provided for in this Settlement Agreement, in consideration of the benefits flowing to the Parties

from the Agreement set forth herein, that the Action and the Released Claims shall be finally and

fully compromised, settled, and released, and the Action shall be dismissed with prejudice, upon

and subject to the terms and conditions of this Agreement.


5

AGREEMENT

1. DEFINITIONS.

As used in this Settlement Agreement, the following terms have the meanings specified

below:

1.1 “Action” means Moeller et al. v. American Media, Inc. et al., Case No. 2:16-cv-

11367-JEL-EAS, pending in the United States District Court for the Eastern District of

Michigan.

1.2 “AMI Publication” means a magazine owned or operated by Defendants,

including but not limited to, any one of the following: Country Weekly, Men’s Fitness, Muscle

& Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, National Examiner,

Shape, Star, OK!, Radar, Soap Opera Digest, National Enquirer, and Globe.

1.3 “Approved Claim” means a Claim Form submitted by a Settlement Class

Member that: (a) is submitted timely and in accordance with the directions on the Claim Form

and the provisions of the Settlement Agreement; (b) is fully and truthfully completed by a

Settlement Class Member with all of the information requested in the Claim Form; (c) is signed

by the Settlement Class Member, physically or electronically; and (d) is approved by the

Settlement Administrator pursuant to the provisions of this Agreement.

1.4 “Claim Form” means the document substantially in the form attached hereto as

Exhibit A, as approved by the Court. The Claim Form, to be completed by Settlement Class

Members who wish to file a Claim for a payment, shall be available in electronic and paper

format in the manner described below.

1.5 “Claims Deadline” means the date by which all Claim Forms must be

postmarked or received to be considered timely and shall be set as a date no later than forty-five


6

(45) days after entry of the Final Approval Hearing. The Claims Deadline shall be clearly set

forth in the Preliminary Approval Order as well as in the Notice and the Claim Form.

1.6 “Class Counsel” means Jay Edelson of Edelson PC and Scott A. Bursor of

Bursor & Fisher, P.A.

1.7 “Class Representatives” means the named Plaintiffs in this Action, Elizabeth

Moeller and Nicole Brisson.

1.8 “Court” means the United States District Court for the Eastern District of

Michigan, the Honorable Judith E. Levy presiding, or any judge who shall succeed her as the

Judge in this Action.

1.9 “Defendants” means American Media, Inc., a Delaware Corporation, and

Odyssey Magazine Publishing Group, Inc., a Delaware Corporation.

1.10 “Defendants’ Counsel” means Jacob Sommer of ZwillGen PLLC.

1.11 “Effective Date” means the date ten (10) days after which all of the events and

conditions specified in Paragraph 9.1 have been met and have occurred.

1.12 “Escrow Account” means the separate, interest-bearing escrow account to be

established by the Settlement Administrator under terms acceptable to all Parties at a depository

institution insured by the Federal Deposit Insurance Corporation. The Settlement Fund shall be

deposited by Defendants into the Escrow Account in accordance with the terms of this

Agreement and the money in the Escrow Account shall be invested in the following types of

accounts and/or instruments and no other: (i) demand deposit accounts and/or (ii) time deposit

accounts and certificates of deposit, in either case with maturities of forty -five (45) days or less.

The costs of establishing and maintaining the Escrow Account shall be paid from the Settlement

Fund.


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1.13 “Fee Award” means the amount of attorneys’ fees and reimbursement of

expenses awarded by the Court to Class Counsel, which will be paid out of the Settlement Fund.

1.14 “Final” means one business day following the latest of the following events: (i)

the date upon which the time expires for filing or noticing any appeal of the Court’s Final

Judgment approving the Settlement Agreement; (ii) if there is an appeal or appeals, other than an

appeal or appeals solely with respect to the Fee Award, the date of completion, in a manner that

finally affirms and leaves in place the Final Judgment without any material modification, of all

proceedings arising out of the appeal or appeals (including, but not limited to, the expiration of

all deadlines for motions for reconsideration or petitions for review and/or certiorari, all

proceedings ordered on remand, and all proceedings arising out of any subsequent appeal or

appeals following decisions on remand); or (iii) the date of final dismissal of any appeal or the

final dismissal of any proceeding on certiorari.

1.15 “Final Approval Hearing” means the hearing before the Court where the Parties

will request the Final Judgment to be entered by the Court approving the Settlement Agreement,

the Fee Award, and the incentive award to the Class Representatives.

1.16 “Final Judgment” means the Final Judgment and Order to be entered by the

Court approving the Agreement after the Final Approval Hearing.

1.17 “Michigan Subscriber Information” means the combination of a Person’s name

and the title(s) and/or interest information derived solely from the title of an AMI Publication to

which such Person currently subscribes and/or has previously subscribed to, where the Person’s

street address provided to AMI for the subscription is in the state of Michigan.

1.18 “Notice” means the notice of this proposed Class Action Settlement Agreement

and Final Approval Hearing, which is to be sent to the Settlement Class substantially in the


8

manner set forth in this Agreement, is consistent with the requirements of Due Process, Rule 23,

and is substantially in the form of Exhibits B, C, and D hereto.

1.19 “Notice Date” means the date by which the Notice set forth in Paragraph 4.1 is

complete, which shall be no later than twenty-one (21) days after Preliminary Approval.

1.20 “Objection/Exclusion Deadline” means the date by which a written objection to

this Settlement Agreement or a request for exclusion submitted by a Person within the Settlement

Class must be made, which shall be designated as a date no later than forty-five (45) days after

the Notice Date and no sooner than fourteen (14) days after papers supporting the Fee Award are

filed with the Court and posted to the settlement website listed in Paragraph 4.1(d), or such other

date as ordered by the Court.

1.21 “Person” shall mean, without limitation, any individual, corporation, partnership,

limited partnership, limited liability company, association, joint stock company, estate, legal

representative, trust, unincorporated association, government or any political subdivision or

agency thereof, and any business or legal entity and their spouses, heirs, predecessors,

successors, representatives, or assigns. “Person” is not intended to include any governmental

agencies or governmental actors, including, without limitation, any state Attorney General office.

1.22 “Plaintiffs” means Elizabeth Moeller, Nicole Brisson and the Settlement Class

Members.

1.23 “Preliminary Approval” means the Court’s certification of the Settlement Class

for settlement purposes, preliminary approval of this Settlement Agreement, and approval of the

form and manner of the Notice.

1.24 “Preliminary Approval Order” means the order preliminarily approving the

Settlement Agreement, certifying the Settlement Class for settlement purposes, and directing


9

notice thereof to the Settlement Class, which will be agreed upon by the Parties and submitted to

the Court in conjunction with Plaintiffs’ motion for preliminary approval of the Agreement.

1.25 “Released Claims” means any and all actual, potential, filed, known or unknown,

fixed or contingent, claimed or unclaimed, suspected or unsuspected, claims, demands,

liabilities, rights, causes of action, contracts or agreements, extra contractual claims, damages,

punitive, exemplary or multiplied damages, expenses, costs, attorneys’ fees and or obligations

(including “Unknown Claims,” as defined below), whether in law or in equity, accrued or un-

accrued, direct, individual or representative, of every nature and description whatsoever, whether

based on the PPPA or other state, federal, local, statutory or common law or any other law, rule

or regulation, against the Released Parties, or any of them, arising out of any facts, transactions,

events, matters, occurrences, acts, disclosures, statements, representations, omissions or failures

to act regarding the alleged disclosure of the Settlement Class Members’ Michigan Subscriber

Information, including all claims that were brought or could have been brought in the Action

relating to the disclosure of such information belonging to any and all Releasing Parties. Nothing

herein is intended to release any claims any governmental agency or governmental actor has

against Defendants.

1.26 “Released Parties” means Defendants American Media, Inc., Odyssey Magazine

Publishing Group, Inc., as well as any and all of its respective present or past heirs, executors,

estates, administrators, predecessors, successors, assigns, parent companies, subsidiaries,

licensors, licensees, associates, affiliates, employers, employees, agents, consultants,

independent contractors, insurers, directors, managing directors, officers, partners, principals,

members, attorneys, accountants, financial and other advisors, underwriters, shareholders,

lenders, auditors, investment advisors, legal representatives, successors in interest, assigns and

companies, firms, trusts, and corporations.


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1.27 “Releasing Parties” means Plaintiffs, those Settlement Class Members who do

not timely opt out of the Settlement Class, and all of their respective present or past heirs,

executors, estates, administrators, predecessors, successors, assigns, parent companies,

subsidiaries, associates, affiliates, employers, employees, agents, consultants, independent

contractors, insurers, directors, managing directors, officers, partners, principals, members,

attorneys, accountants, financial and other advisors, underwriters, shareholders, lenders, auditors,

investment advisors, legal representatives, successors in interest, assigns and companies, firms,

trusts, and corporations.

1.28 “Settlement Administration Expenses” means the expenses incurred by the

Settlement Administrator in providing Notice (including CAFA notice), processing claims,

responding to inquiries from members of the Settlement Class, mailing checks for Approved

Claims, and related services.

1.29 “Settlement Administrator” means Kurtzman Carson Consultants, LLC or such

other reputable administration company that has been selected by the Parties and approved by the

Court to oversee the distribution of Notice, as well as the processing and payment of Approved

Claims to the Settlement Class as set forth in this Agreement.

1.30 “Settlement Class” means the approximately 415,000 Persons with Michigan

street addresses who obtained a subscription to an AMI Publication between April 14, 2010 and

July 31, 2016. Excluded from the Settlement Class are (1) any Judge or Magistrate presiding

over this Action and members of their families; (2) the Defendants, Defendants subsidiaries,

parent companies, successors, predecessors, and any entity in which the Defendants or its parents

have a controlling interest and their current or former officers, directors, agents, attorneys, and

employees; (3) persons who properly execute and file a timely request for exclusion from the

class; and (4) the legal representatives, successors or assigns of any such excluded persons.


11

1.31 “Settlement Class Member” means a Person who falls within the definition of

the Settlement Class as set forth above and who has not submitted a valid request for exclusion.

1.32 “Settlement Fund” means the non-reversionary cash fund that shall be

established by Defendants in the total amount of seven million six hundred thousand dollars

($7,600,000.00 USD) to be deposited into the Escrow Account, according to the schedule set

forth herein, plus all interest earned thereon. From the Settlement Fund, the Settlement

Administrator shall pay all Approved Claims made by Settlement Class Members, Settlement

Administration Expenses, any incentive award to the Class Representative, and any Fee Award

to Class Counsel. Payment into the Settlement Fund will be made in three (3) separate

installments on the following schedule: (i) four million dollars ($4,000,000.00) shall be paid

within fourteen (14) days after entry of the Preliminary Approval Order; (ii) one million eight

hundred thousand dollars ($1,800,000.00) within twelve (12) months after entry of the Final

Judgment; and (iii) one million eight hundred thousand dollars ($1,800,000.00) within twenty-

four (24) months after entry of the Final Judgment. To the extent Defendants fail to timely make

any installment payment, Defendants agree that the full amount of the Settlement Fund shall be

immediately due and payable (less any amounts previously deposited), with interest earned

thereon at the rate of PRIME + 1%. The Settlement Fund shall be kept in the Escrow Account

with permissions granted to the Settlement Administrator to access said funds until such time as

the above-listed payments are made. The Settlement Fund includes all interest that shall accrue

on the sums deposited in the Escrow Account. The Settlement Administrator shall be responsible

for all tax filings with respect to any earnings on the Settlement Fund and the payment of all

taxes that may be due on such earnings. The Settlement Fund represents the total extent of

Defendants’ monetary obligations under this Agreement. In no event shall Defendants’ total


12

monetary obligation with respect to this Agreement exceed or be less than seven million six

hundred thousand dollars ($7,600,000.00), plus the interest earned on such sum.

1.33 “Unknown Claims” means claims that could have been raised in the Action and

that any or all of the Releasing Parties do not know or suspect to exist, which, if known by him

or her, might affect his or her agreement to release the Released Parties or the Released Claims

or might affect his or her decision to agree, object or not to object to the Settlement. Upon the

Effective Date, the Releasing Parties shall be deemed to have, and shall have, expressly waived

and relinquished, to the fullest extent permitted by law, the provisions, rights and benefits of

§ 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Upon the Effective Date, the Releasing Parties also shall be deemed to have, and shall have,

waived any and all provisions, rights and benefits conferred by any law of any state or territory

of the United States, or principle of common law, or the law of any jurisdiction outside of the

United States, which is similar, comparable or equivalent to § 1542 of the California Civil Code.

The Releasing Parties acknowledge that they may discover facts in addition to or different from

those that they now know or believe to be true with respect to the subject matter of this release,

but that it is their intention to finally and forever settle and release the Released Claims,

notwithstanding any Unknown Claims they may have, as that term is defined in this Paragraph.

2. SETTLEMENT RELIEF.

2.1 Payments to Settlement Class Members.

(a) Defendants shall pay or cause to be paid into the Escrow Account the

amount of the Settlement Fund ($7,600,000.00), as specified in Section 1.32 of this Agreement.


13

(b) Settlement Class Members shall have until the Claims Deadline to submit

an Approved Claim. Each Settlement Class Member with an Approved Claim shall be entitled to

a pro rata portion of the Settlement Fund by check after deducting the Settlement Administration

Expenses, any Fee Award, and any incentive award.

(c) The Settlement Administrator shall pay from the Settlement Fund all

Approved Claims by check with said checks being sent via first class U.S. mail to the Settlement

Class Members who submitted all such Approved Claims. Payments to all Settlement Class

Members with Approved Claims shall be made within twenty-eight (28) days after the final

installment payment into the Settlement Fund.

(d) All cash payments issued to Settlement Class Members via check will

state on the face of the check that it will expire and become null and void unless cashed within

ninety (90) days after the date of issuance. To the extent that a check issued to a Settlement Class

Member is not cashed within ninety (90) days after the date of issuance, such funds shall, subject

to Court approval, revert to the Michigan Bar Foundation’s Access to Justice Fund.

2.2 Prospective Relief.

(a) For a period of four (4) years following Preliminary Approval, except as

provided in paragraphs 2.2(b)-(c) below, Defendants agree not to disclose any Michigan

Subscriber Information to any third-party companies without the prior express written consent of

the affected subscribers.

(b) Nothing in this Settlement Agreement shall prevent Defendants from

disclosing Michigan Subscriber Information to third parties as may be reasonably required to

produce, deliver, bill, collect payment for, renew, and otherwise manage, market, and fulfill

orders for the AMI Publications.


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(c) Nothing in this Settlement Agreement shall prohibit the transfer by

Defendants of Michigan Subscriber Information to a third party in connection with a sale,

merger, licensing agreement (or termination of a licensing agreement) or other transaction that

transfers control over all or substantially all of the assets of an AMI Publication or operating

division that collects or processes Michigan Subscriber Information in the ordinary course of its

business to such a third party, or to any third party with which AMI publishes and/or operates an

AMI Publication, provided that such third party agrees to treat any Michigan Subscriber

Information it acquires in accordance with Defendants’ obligations under Section 2.2 of this

Agreement.

3. RELEASE.

3.1 The obligations incurred pursuant to this Settlement Agreement shall be a full and

final disposition of the Action and any and all Released Claims, as against all Released Parties.

3.2 Upon the Effective Date, the Releasing Parties, and each of them, shall be deemed

to have, and by operation of the Final Judgment shall have, fully, finally, and forever released,

relinquished, and discharged all Released Claims against the Released Parties, and each of them.

4. NOTICE TO THE CLASS.

4.1 The Notice Plan shall consist of the following:

(a) Settlement Class List. No later than fourteen (14) days after the execution

of this Agreement, Defendants shall produce an electronic list from its records that includes the

names, last known U.S. Mail addresses, and email addresses, to the extent available, belonging

to Persons within the Settlement Class. Class Counsel’s assent to this Agreement shall

constitute consent on behalf of the Settlement Class to disclose this information, consistent with

the written consent provisions of the PPPA. This electronic document shall be called the “Class

List,” and shall be provided to the Settlement Administrator with a copy to Class Counsel.


15

(b) Direct Notice via Email. No later than fourteen (14) days from entry of the

Preliminary Approval Order, the Settlement Administrator shall send Notice via email

substantially in the form attached as Exhibit B, along with an electronic link to the Claim Form,

to all Settlement Class Members for whom a valid email address is in the Class List. In the

event transmission of email notice results in any “bounce-backs,” the Settlement Administrator

shall, if possible, correct any issues that may have caused the “bounce-back” to occur and make

a second attempt to re-send the email notice.

(c) Direct Notice via U.S. Mail. No later than the twenty-one (21) days from

entry of the Preliminary Approval Order, the Settlement Administrator shall send notice

substantially in the form attached as Exhibit C and a postcard Claim Form with return postage

prepaid via First Class U.S. Mail to all Settlement Class Members who did not receive an email

pursuant to Paragraph 4.1(b), above.

(d) Settlement Website. Within ten (10) days from entry of the Preliminary

Approval Order, Notice shall be provided on a website at

www.americanmediamagazinesettlement.com which shall be administered and maintained by

the Settlement Administrator and shall include the ability to file Claim Forms on-line. The

Notice provided on the Settlement Website shall be substantially in the form of Exhibit D

hereto.

(e) CAFA Notice. Pursuant to 28 U.S.C. § 1715, not later than ten (10) days

after the Agreement is filed with the Court, the Settlement Administrator shall cause to be

served upon the Attorneys General of each U.S. State in which Settlement Class members

reside, the Attorney General of the United States, and other required government officials,

notice of the proposed settlement as required by law.


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4.2 The Notice shall advise the Settlement Class of their rights, including the right to

be excluded from, comment upon, and/or object to the Settlement Agreement or any of its terms.

The Notice shall specify that any objection to the Settlement Agreement, and any papers

submitted in support of said objection, shall be considered by the Court at the Final Approval

Hearing only if, on or before the Objection/Exclusion Deadline approved by the Court and

specified in the Notice, the Person making the objection files notice of an intention to do so and

at the same time (a) files copies of such papers he or she proposes to be submitted at the Final

Approval Hearing with the Clerk of the Court, or alternatively, if the objection is from a Class

Member represented by counsel, files any objection through the Court’s CM/ECF system, and

(b) sends copies of such papers by mail, hand, or overnight delivery service to Class Counsel and

Defendants Counsel.

4.3 Any Settlement Class Member who intends to object to this Agreement must

present the objection in writing, which must be personally signed by the objector, and must

include: (1) the objector’s name and address; (2) an explanation of the basis upon which the

objector claims to be a Settlement Class Member, including the AMI Publication(s) to which he

or she is or was a subscriber; (3) all grounds for the objection, including all citations to legal

authority and evidence supporting the objection; (4) the name and contact information of any and

all attorneys representing, advising, or in any way assisting the objector in connection with the

preparation or submission of the objection or who may profit from the pursuit of the objection

(the “Objecting Attorneys”); and (5) a statement indicating whether the objector intends to

appear at the Final Approval Hearing (either personally or through counsel who files an

appearance with the Court in accordance with the Local Rules).

4.4 If a Settlement Class Member or any of the Objecting Attorneys has objected to

any class action settlement where the objector or the Objecting Attorneys asked for or received


17

any payment in exchange for dismissal of the objection, or any related appeal, without any

modification to the settlement, then the objection must include a statement identifying each such

case by full case caption and amount of payment received.

4.5 A Settlement Class Member may request to be excluded from the Settlement

Class by sending a written request postmarked on or before the Objection/Exclusion Deadline

approved by the Court and specified in the Notice. To exercise the right to be excluded, a Person

in the Settlement Class must timely send a written request for exclusion to the Settlement

Administrator providing his/her name and address, the name of the American Media, Inc. and/or

Odyssey Magazine Publishing Group, Inc. Publication(s) to which he or she is a subscriber, a

signature, the name and number of the case, and a statement that he or she wishes to be excluded

from the Settlement Class for purposes of this Settlement. A request to be excluded that does not

include all of this information, or that is sent to an address other than that designated in the

Notice, or that is not postmarked within the time specified, shall be invalid, and the Person(s)

serving such a request shall be a member(s) of the Settlement Class and shall be bound as a

Settlement Class Member by this Agreement, if approved. Any member of the Settlement Class

who validly elects to be excluded from this Agreement shall not: (i) be bound by any orders or

the Final Judgment; (ii) be entitled to relief under this Settlement Agreement; (iii) gain any rights

by virtue of this Agreement; or (iv) be entitled to object to any aspect of this Agreement. The

request for exclusion must be personally signed by the Person requesting exclusion. So-called

“mass” or “class” opt-outs shall not be allowed. To be valid, a request for exclusion must be

postmarked or received by the date specified in the Notice.

4.6 The Final Approval Hearing shall be no earlier than ninety (90) days after the

Notice described in Paragraph 4.1(e) is provided.


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4.7 Any Settlement Class Member who does not, in accordance with the terms and

conditions of this Agreement, seek exclusion from the Settlement Class or timely file a valid

Claim Form shall not be entitled to receive any payment or benefits pursuant to this Agreement,

but will otherwise be bound by all of the terms of this Agreement, including the terms of the

Final Judgment to be entered in the Action and the Releases provided for in the Agreement, and

will be barred from bringing any action against any of the Released Parties concerning the

Released Claims.

5. SETTLEMENT ADMINISTRATION.

5.1 The Settlement Administrator shall, under the supervision of the Court, administer

the relief provided by this Settlement Agreement by processing Claim Forms in a rational,

responsive, cost effective, and timely manner. The Settlement Administrator shall maintain

reasonably detailed records of its activities under this Agreement. The Settlement Administrator

shall maintain all such records as are required by applicable law in accordance with its normal

business practices and such records will be made available to Class Counsel and Defendants’

Counsel upon request. The Settlement Administrator shall also provide reports and other

information to the Court as the Court may require. The Settlement Administrator shall provide

Class Counsel and Defendants’ Counsel with information concerning Notice, administration, and

implementation of the Settlement Agreement. Should the Court request, the Parties shall submit

a timely report to the Court summarizing the work performed by the Settlement Administrator,

including a report of all amounts from the Settlement Fund paid to Settlement Class Members on

account of Approved Claims. Without limiting the foregoing, the Settlement Administrator shall:

(a) Forward to Defendants’ Counsel, with copies to Class Counsel, all original

documents and other materials received in connection with the administration of the Settlement,


19

and all copies thereof, within thirty (30) days after the date on which all Claim Forms have been

finally approved or disallowed in accordance with the terms of this Agreement;

(b) Receive requests to be excluded from the Settlement Class and other

requests and promptly provide to Class Counsel and Defendants’ Counsel copies thereof. If the

Settlement Administrator receives any exclusion forms or other requests after the deadline for

the submission of such forms and requests, the Settlement Administrator shall promptly provide

copies thereof to Class Counsel and Defendants’ Counsel;

(c) Provide weekly reports to Class Counsel and Defendants’ Counsel,

including without limitation, reports regarding the number of Claim Forms received, the number

approved by the Settlement Administrator, and the categorization and description of Claim

Forms rejected, in whole or in part, by the Settlement Administrator; and

(d) Make available for inspection by Class Counsel or Defendants Counsel the

Claim Forms received by the Settlement Administrator at any time upon reasonable notice.

5.2 The Settlement Administrator shall be obliged to employ reasonable procedures to

screen claims for abuse or fraud and deny Claim Forms where there is evidence of abuse or

fraud. The Settlement Administrator shall determine whether a Claim Form submitted by a

Settlement Class Member is an Approved Claim by determining if the Person is on the Class List

and shall reject Claim Forms that fail to (a) comply with the instructions on the Claim Form or

the terms of this Agreement, or (b) provide full and complete information as requested on the

Claim Form. In the event a Person submits a timely Claim Form by the Claims Deadline where

the Person appears on the Class List but the Claim Form is not otherwise complete, then the

Settlement Administrator shall give such Person one (1) reasonable opportunity to provide any

requested missing information, which information must be received by the Settlement

Administrator no later than thirty (30) calendar days after the Claims Deadline. In the event the


20

Settlement Administrator receives such information more than thirty (30) days after the Claims

Deadline, then any such claim shall be denied. The Settlement Administrator may contact any

Person who has submitted a Claim Form to obtain additional information necessary to verify the

Claim Form.

5.3 Defendants’ Counsel and Class Counsel shall have the right to challenge the

acceptance or rejection of a Claim Form submitted by Settlement Class Members. The

Settlement Administrator shall follow any agreed decisions of Class Counsel and Defendants’

Counsel as to the validity of any disputed submitted Claim Form. To the extent Class Counsel

and Defendants’ Counsel are not able to agree on the disposition of a challenge, the disputed

claim shall be submitted to Wayne R. Andersen of JAMS for binding determination.

5.4 In the exercise of its duties outlined in this Agreement, the Settlement

Administrator shall have the right to reasonably request additional information from the Parties

or any Settlement Class Member.

6. TERMINATION OF SETTLEMENT.

6.1 Subject to Paragraphs 9.1-9.3 below, Defendants or the Class Representatives on

behalf of the Settlement Class, shall have the right to terminate this Agreement by providing

written notice of the election to do so (“Termination Notice”) to all other Parties hereto within

twenty-one (21) days of any of the following events: (i) the Court’s refusal to grant Preliminary

Approval of this Agreement in any material respect; (ii) the Court’s refusal to grant final

approval of this Agreement in any material respect; (iii) the Court’s refusal to enter the Final

Judgment in this Action in any material respect; (iv) the date upon which the Final Judgment is

modified or reversed in any material respect by the Court of Appeals or the Supreme Court; or

(v) the date upon which an Alternative Judgment, as defined in Paragraph 9.1(d) of this


21

Agreement is modified or reversed in any material respect by the Court of Appeals or the

Supreme Court.

6.2 If prior to the Final Approval Hearing Persons who otherwise would be members

of the Settlement Class have timely requested exclusion from the Settlement Class in accordance

with the provisions of the Notice Order and the notice given pursuant thereto, and such Persons

in the aggregate constitute more than three percent (3%) of the Settlement Class, Defendants

shall have, in their sole and absolute discretion, the option to terminate this settlement in

accordance with the procedures set forth in paragraph 6.1.

7. PRELIMINARY APPROVAL ORDER AND FINAL APPROVAL ORDER.

7.1 Promptly after the execution of this Settlement Agreement, Class Counsel shall

submit this Agreement together with its Exhibits to the Court and shall move the Court for

Preliminary Approval of the settlement set forth in this Agreement; certification of the

Settlement Class for settlement purposes only; appointment of Class Counsel and the Class

Representative; and entry of a Preliminary Approval Order, which order shall set a Final

Approval Hearing date and approve the Notice and Claim Form for dissemination substantially

in the form of Exhibits A, B, C, and D hereto. The Preliminary Approval Order shall also

authorize the Parties, without further approval from the Court, to agree to and adopt such

amendments, modifications and expansions of the Settlement Agreement and its implementing

documents (including all exhibits to this Agreement) so long as they are consistent in all material

respects with the terms of the Settlement Agreement and do not limit or impair the rights of the

Settlement Class.

7.2 At the time of the submission of this Agreement to the Court as described above,

Class Counsel shall request that, after Notice is given, the Court hold a Final Approval Hearing

and approve the settlement of the Action as set forth herein.


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7.3 After Notice is given, the Parties shall request and seek to obtain from the Court a

Final Judgment, which will (among other things):

(a) find that the Court has personal jurisdiction over all Settlement Class

Members and that the Court has subject matter jurisdiction to approve the Agreement, including

all exhibits thereto;

(b) approve the Settlement Agreement and the proposed settlement as fair,

reasonable, and adequate as to, and in the best interests of, the Settlement Class Members; direct

the Parties and their counsel to implement and consummate the Agreement according to its terms

and provisions; and declare the Agreement to be binding on, and have res judicata and

preclusive effect in all pending and future lawsuits or other proceedings maintained by or on

behalf of Plaintiffs and Releasing Parties;

(c) find that the Notice implemented pursuant to the Agreement

(1) constitutes the best practicable notice under the circumstances; (2) constitutes notice that is

reasonably calculated, under the circumstances, to apprise the Settlement Class of the pendency

of the Action, their right to object to or exclude themselves from the proposed Agreement, and to

appear at the Final Approval Hearing; (3) is reasonable and constitutes due, adequate, and

sufficient notice to all persons entitled to receive notice; and (4) meets all applicable

requirements of the Federal Rules of Civil Procedure, the Due Process Clause of the United

States Constitution, and the rules of the Court;

(d) find that the Class Representatives and Class Counsel adequately represent

the Settlement Class for purposes of entering into and implementing the Agreement;

(e) dismiss the Action (including all individual claims and Settlement Class

Claims presented thereby) on the merits and with prejudice, without fees or costs to any party

except as provided in the Settlement Agreement;


23

(f) incorporate the Release set forth above, make the Release effective as of

the date of the Effective Date, and forever discharge the Released Parties as set forth herein;

(g) permanently bar and enjoin all Settlement Class Members who have not

been properly excluded from the respective Settlement Class from filing, commencing,

prosecuting, intervening in, or participating (as class members or otherwise) in, any lawsuit or

other action in any jurisdiction based on the Released Claims;

(h) without affecting the finality of the Final Judgment for purposes of appeal,

retain jurisdiction as to all matters relating to administration, consummation, enforcement, and

interpretation of the Settlement Agreement and the Final Judgment, and for any other necessary

purpose; and

(i) incorporate any other provisions, as the Court deems necessary and just.

8. CLASS COUNSEL’S ATTORNEYS’ FEES AND REIMBURSEMENT OFEXPENSES; INCENTIVE AWARD.

8.1 Defendants agree to pay to Class Counsel from the Settlement Fund, subject to

Court approval, an amount not to exceed thirty-five percent (35%) of the Settlement Fund (or

two million six hundred sixty thousand dollars ($2,660,000.00)), plus reimbursement of costs

and expenses associated with the Action. Plaintiffs will petition the Court for an award of such

attorneys’ fees and Defendants agree to not object to or otherwise challenge, directly or

indirectly, Class Counsel’s petition for reasonable attorneys’ fees and for reimbursement of

expenses if limited to this amount. Class Counsel, in turn, agrees to seek no more than this

amount from the Court in attorneys’ fees and for reimbursement of expenses. Payment of the Fee

Award shall be made from the Settlement Fund and should the Court award less than the amount

sought by Class Counsel, the difference in the amount sought and the amount ultimately awarded

pursuant to this Paragraph shall remain in the Settlement Fund.


24

8.2 The Fee Award shall be payable within seven (7) days after entry of the Court’s

Final Judgment, subject to Class Counsel executing the Undertaking Regarding Attorneys’ Fees

and Costs (the “Undertaking”) attached hereto as Exhibit E, and providing all payment routing

information and tax I.D. numbers for Class Counsel. Payment of the Fee Award shall be made by

wire transfer to Bursor & Fisher, P.A., as agent for Co-Lead Class Counsel, for distribution to

and among counsel for Plaintiffs and the Class, in accordance with wire instructions to be

provided to the Settlement Administrator by Bursor & Fisher, P.A., and completion of necessary

forms, including but not limited to W-9 forms. Notwithstanding the foregoing, if for any reason

the Final Judgment is reversed or rendered void as a result of an appeal(s) then any Persons or

firms who shall have received such funds shall be severally liable for payments made pursuant to

this subparagraph, and shall return such funds to the Settlement Fund. Additionally, should any

parties to the Undertaking dissolve, merge, declare bankruptcy, become insolvent, or cease to

exist prior to the final payment to Class Members, those parties shall execute a new undertaking

guaranteeing repayment of funds within 14 days of such an occurrence.

8.3 Defendants agree to pay to the Class Representatives from the Settlement Fund, in

addition to any settlement payment as a result of an Approved Claim pursuant to this Agreement,

and in recognition of their efforts on behalf of the Settlement Class, subject to Court approval, an

incentive award in the amount of ten thousand dollars ($10,000.00) to be divided between them

equally. Defendants shall not object to or otherwise challenge, directly or indirectly, Class

Counsel’s application for the incentive award to the Class Representatives if limited to this

amount. Class Counsel, in turn, agrees to seek no more than this amount from the Court as the

incentive award for the Class Representatives. Should the Court award less than this amount, the

difference in the amount sought and the amount ultimately awarded pursuant to this Paragraph

shall remain in the Settlement Fund. Such award shall be paid from the Settlement Fund (in the


25

form of a check to each Class Representative that is sent care of Class Counsel), within five (5)

business days after entry of the Final Judgment if there have been no objections to the Settlement

Agreement, and, if there have been such objections, within five (5) business days after the

Effective Date.

9. CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL,CANCELLATION OR TERMINATION.

9.1 The Effective Date of this Settlement Agreement shall not occur unless and until

each of the following events occurs and shall be the date upon which the last (in time) of the

following events occurs:

(a) The Parties and their counsel have executed this Agreement;

(b) The Court has entered the Preliminary Approval Order;

(c) The Court has entered an order finally approving the Agreement,

following Notice to the Settlement Class and a Final Approval Hearing, as provided in the

Federal Rules of Civil Procedure, and has entered the Final Judgment, or a judgment consistent

with this Agreement in all material respects; and

(d) The Final Judgment has become Final, as defined above, or, in the event

that the Court enters an order and final judgment in a form other than that provided above

(“Alternative Judgment”) and that has the consent of the Parties, such Alternative Judgment

becomes Final.

9.2 If some or all of the conditions specified in Paragraph 9.1 are not met, or in the

event that this Agreement is not approved by the Court, or the settlement set forth in this

Agreement is terminated or fails to become effective in accordance with its terms, then this

Settlement Agreement shall be canceled and terminated subject to Paragraph 6.1 unless Class

Counsel and Defendants Counsel mutually agree in writing to proceed with this Agreement. If

any Party is in material breach of the terms hereof, any other Party, provided that it is in


26

substantial compliance with the terms of this Agreement, may terminate this Agreement on

notice to all of the Settling Parties. Notwithstanding anything herein, the Parties agree that the

Court’s failure to approve, in whole or in part, the attorneys’ fees payment to Class Counsel

and/or the incentive award set forth in Paragraph 8 above shall not prevent the Agreement from

becoming effective, nor shall it be grounds for termination.

9.3 If this Agreement is terminated or fails to become effective for the reasons set

forth in Paragraphs 6.1 and 9.1-9.2 above, the Parties shall be restored to their respective

positions in the Action as of the date of the signing of this Agreement. In such event, any Final

Judgment or other order entered by the Court in accordance with the terms of this Agreement

shall be treated as vacated, nunc pro tunc, and the Parties shall be returned to the status quo ante

with respect to the Action as if this Agreement had never been entered into.

10. MISCELLANEOUS PROVISIONS.

10.1 The Parties (a) acknowledge that it is their intent to consummate this Settlement

Agreement; and (b) agree, subject to their fiduciary and other legal obligations, to cooperate to

the extent reasonably necessary to effectuate and implement all terms and conditions of this

Agreement, to exercise their reasonable best efforts to accomplish the foregoing terms and

conditions of this Agreement, to secure final approval, and to defend the Final Judgment through

any and all appeals. Class Counsel and Defendants’ Counsel agree to cooperate with one another

in seeking Court approval of the Settlement Agreement, entry of the Preliminary Approval

Order, and the Final Judgment, and promptly to agree upon and execute all such other

documentation as may be reasonably required to obtain final approval of the Agreement.

10.2 The Parties intend this Settlement Agreement to be a final and complete

resolution of all disputes between them with respect to the Released Claims by Plaintiffs, the

Settlement Class and each or any of them, on the one hand, against the Released Parties, and


27

each or any of the Released Parties, on the other hand. Accordingly, the Parties agree not to

assert in any forum that the Action was brought by Plaintiffs or defended by Defendants, or each

or any of them, in bad faith or without a reasonable basis.

10.3 The Parties have relied upon the advice and representation of counsel, selected by

them, concerning their respective legal liability for the claims hereby released. The Parties have

read and understand fully the above and foregoing agreement and have been fully advised as to

the legal effect thereof by counsel of their own selection and intend to be legally bound by the

same.

10.4 Whether or not the Effective Date occurs or the Settlement Agreement is

terminated, neither this Agreement nor the settlement contained herein, nor any act performed or

document executed pursuant to or in furtherance of this Agreement or the settlement:

(a) is, may be deemed, or shall be used, offered or received against the

Released Parties, or each or any of them, as an admission, concession or evidence of, the validity

of any Released Claims, the truth of any fact alleged by the Plaintiffs, the deficiency of any

defense that has been or could have been asserted in the Action, the violation of any law or

statute, the reasonableness of the settlement amount or the Fee Award, or of any alleged

wrongdoing, liability, negligence, or fault of the Released Parties, or any of them;

(b) is, may be deemed, or shall be used, offered or received against

Defendants, as an admission, concession or evidence of any fault, misrepresentation or omission

with respect to any statement or written document approved or made by the Released Parties, or

any of them;

(c) is, may be deemed, or shall be used, offered or received against the

Released Parties, or each or any of them, as an admission or concession with respect to any

liability, negligence, fault or wrongdoing as against any Released Parties, in any civil, criminal


28

or administrative proceeding in any court, administrative agency or other tribunal. However, the

settlement, this Agreement, and any acts performed and/or documents executed in furtherance of

or pursuant to this Agreement and/or Settlement may be used in any proceedings as may be

necessary to effectuate the provisions of this Agreement. Further, if this Settlement Agreement is

approved by the Court, any Party or any of the Released Parties may file this Agreement and/or

the Final Judgment in any action that may be brought against such Party or Parties in order to

support a defense or counterclaim based on principles of res judicata, collateral estoppel, release,

good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue

preclusion or similar defense or counterclaim;

(d) is, may be deemed, or shall be construed against Plaintiffs, the Settlement

Class, the Releasing Parties, or each or any of them, or against the Released Parties, or each or

any of them, as an admission or concession that the consideration to be given hereunder

represents an amount equal to, less than or greater than that amount that could have or would

have been recovered after trial; and

(e) is, may be deemed, or shall be construed as or received in evidence as an

admission or concession against Plaintiffs, the Settlement Class, the Releasing Parties, or each

and any of them, or against the Released Parties, or each or any of them, that any of Plaintiffs’

claims are with or without merit or that damages recoverable in the Action would have exceeded

or would have been less than any particular amount.

10.5 The headings used herein are used for the purpose of convenience only and are

not meant to have legal effect.

10.6 The waiver by one Party of any breach of this Agreement by any other Party shall

not be deemed as a waiver of any other prior or subsequent breaches of this Agreement.


29

10.7 All of the Exhibits to this Agreement are material and integral parts thereof and

are fully incorporated herein by this reference.

10.8 This Agreement and its Exhibits set forth the entire agreement and understanding

of the Parties with respect to the matters set forth herein, and supersede all prior negotiations,

agreements, arrangements and undertakings with respect to the matters set forth herein. No

representations, warranties or inducements have been made to any Party concerning this

Settlement Agreement or its Exhibits other than the representations, warranties and covenants

contained and memorialized in such documents. This Agreement may be amended or modified

only by a written instrument signed by or on behalf of all Parties or their respective successors-

in-interest.

10.9 Except as otherwise provided herein, each Party shall bear its own costs.

10.10 Plaintiffs represent and warrant that they have not assigned any claim or right or

interest therein as against the Released Parties to any other Person or Party and that they are fully

entitled to release the same.

10.11 Each counsel or other Person executing this Settlement Agreement, any of its

Exhibits, or any related settlement documents on behalf of any Party hereto, hereby warrants and

represents that such Person has the full authority to do so and has the authority to take

appropriate action required or permitted to be taken pursuant to the Agreement to effectuate its

terms.

10.12 This Agreement may be executed in one or more counterparts. Signature by

digital means, facsimile, or in PDF format will constitute sufficient execution of this Agreement.

All executed counterparts and each of them shall be deemed to be one and the same instrument.

A complete set of original executed counterparts shall be filed with the Court if the Court so

requests.


30

10.13 This Settlement Agreement shall be binding upon, and inure to the benefit of, the

successors and assigns of the Parties hereto and the Released Parties.

10.14 The Court shall retain jurisdiction with respect to implementation and

enforcement of the terms of this Agreement, and all Parties hereto submit to the jurisdiction of

the Court for purposes of implementing and enforcing the settlement embodied in this

Agreement.

10.15 This Settlement Agreement shall be governed by and construed in accordance

with the laws of the State of Michigan.

10.16 This Agreement is deemed to have been prepared by counsel for all Parties, as a

result of arm’s-length negotiations among the Parties. Because all Parties have contributed

substantially and materially to the preparation of this Agreement, it shall not be construed more

strictly against one Party than another.

10.17 Where this Agreement requires notice to the Parties, such notice shall be sent to

the undersigned counsel: Benjamin Thomassen, Edelson PC, 350 North LaSalle Street, Suite

1300, Chicago, Illinois 60654; Jacob Sommer, ZwillGen PLLC, 1900 M Street NW, Suite 250,

Washington, D.C. 20036.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS]


Exhibit A


MAGAZINE SUBSCRIBER PRIVACY SETTLEMENT CLAIM FORM THIS CLAIM FORM MUST BE SUBMITTED ONLINE BY [CLAIMS DEADLINE] AND MUST BE FULLY COMPLETED, BE SIGNED, AND MEET ALL CONDITIONS OF THE SETTLEMENT AGREEMENT.Instructions: Fill out each section of this form and sign where indicated.

Name (First, M.I., Last): _______________________________ ________ __________________________________

Street Address: ________________________________________________________________________

City: _______________________________________ State: ____ ____ Zip Code: ____ ____ ____ ____ ____

Email Address (optional): _________________________________________________________________

Contact Phone #: ( ___ ___ ___) ___ ___ ___ – ___ ___ ___ ___ (You may be contacted if further information is required.)Class Member Verification: By submitting this claim form and checking the boxes below, I declare that I believe I am a member of the Settlement Class and that the following statements are true (each box must be checked to receive a payment):

□ I had a Michigan street address and obtained a subscription to an American Media Inc. Publication between April 14, 2010 and July 31,2016. American Media Inc. Publications include: Country Weekly, Men’s Fitness, Muscle & Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, National Examiner, Shape, Star, OK!, Radar, Soap Opera Digest, National Enquirer, and Globe .

□ Under penalty of perjury, all information provided in this Claim Form is true and correct to the best of my knowledge and belief.

Signature: _____________________________________________ Date: ___ ___/ ___ ___/ ___ ___

Print Name: ____________________________________________

The Settlement Administrator will review your Claim Form; if accepted you will be mailed a check for a pro rata share of the Settlement Fund depending on the number of valid claim forms received. This process takes time, please be patient.

Questions, visit www.americanmediamagazinesettlement.com or call [toll free number]


Exhibit B


From: [email protected] To: [email protected] Re: Legal Notice of Class Action Settlement

NOTICE OF PROPOSED CLASS ACTION SETTLEMENT Moeller et al. v. American Media Inc. et al.., Case No. 2:16-cv-11367-JEL-EAS

(United States District Court for the Eastern District of Michigan)

Our Records Indicate You Have Subscribed to an American Media Inc. and / or Odyssey Magazine Publishing Group Inc. Magazine and are Entitled to a Payment From a Class Action Settlement.

This notice is to inform you that a settlement has been reached in a class action lawsuit claiming that Defendants, magazine publishers American Media Inc. and Odyssey Magazine Publishing Group Inc., disclosed its customers’ subscription information to third parties in violation of Michigan privacy law. The Defendants deny they violated any law, but have agreed to the settlement to avoid the uncertainties and expenses associated with continuing the case.

Am I a Class Member? Our records indicate you may be a Class Member. Class Members are approximately 415,000 persons with Michigan street addresses who between April 14, 2010 and July 31, 2016 obtained a subscription to an AMI Publication, including Country Weekly, Men’s Fitness, Muscle & Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, National Examiner, Shape, Star, OK!, Radar, Soap Opera Digest, National Enquirer, and Globe.

What Can I Get? If approved by the Court, Defendants will establish a Settlement Fund of $7,600,000.00 paid over two years to pay all valid claims submitted by the Settlement Class, together with notice and administration expenses, attorneys’ fees and costs, and an incentive award. If you are entitled to relief, you may submit a claim to receive a pro rata share of the Settlement Fund, estimated at $100 per class member. The Settlement also requires Defendants to not disclose their Michigan customers’ subscription information to third-party companies without the prior express written consent of the affected subscribers for a four-year period.

How Do I Get a Payment? You must submit a timely and complete Claim Form no later than [claims deadline]. You can file a claim by clicking [here.] Your payment will come by check in two installments.

What are My Other Options? You may exclude yourself from the Class by sending a letter to the settlement administrator no later than [objection/exclusion deadline]. If you exclude yourself, you cannot get a settlement payment, but you keep any rights you may have to sue the Defendants over the legal issues in the lawsuit. You and/or your lawyer have the right to appear before the Court and/or object to the proposed settlement. Your written objection must be filed no later than [objection/exclusion deadline]. Specific instructions about how to object to, or exclude yourself from, the Settlement are available at www.americanmediamagazinesettlement.com. If you file a claim or do nothing, and the Court approves the Settlement, you will be bound by all of the Court’s orders and judgments. In


addition, your claims relating to the alleged disclosure or subscriber information in this case against the Defendants will be released.

Who Represents Me? The Court has appointed lawyers Jay Edelson of Edelson P.C. and Scott A. Bursor of Bursor & Fisher, P.A to represent the class. These attorneys are called Class Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer in this case, you may hire one at your expense.

When Will the Court Consider the Proposed Settlement? The Court will hold the Final Approval Hearing at _____ .m. on [date] at the Federal Building, Room 100, 200 East Liberty Street, Ann Arbor, Michigan. At that hearing, the Court will: hear any objections concerning the fairness of the settlement; determine the fairness of the settlement; decide whether to approve Class Counsel’s request for attorneys’ fees and costs; and decide whether to award each of the two Class Representatives $5,000 from the Settlement Fund for their services in helping to bring and settle this case. Defendants have agreed to pay Class Counsel reasonable attorneys’ fees in an amount to be determined by the Court. Class Counsel is entitled to seek no more than 35% of the Settlement Fund, but the Court may award less than this amount.

How Do I Get More Information? For more information, including the full Notice, Claim Form and Settlement Agreement go to www.americanmediaincsettlement.com, contact the settlement administrator at 1-___-___-____ or Magazine Subscriber Privacy Settlement Administrator, [address], or call Class Counsel at 1-866-354-3015.


Exhibit C


COURT AUTHORIZED NOTICE OF CLASSACTION AND PROPOSED SETTLEMENT

OUR RECORDS INDICATE YOU HAVE SUBSCRIBED TO AN

AMERICAN MEDIA INC. AND/OR ODYSSEY

MAGAZINE PUBLISHING GROUP INC. MAGAZINE AND ARE ENTITLED TO A PAYMENT FROM A

CLASS ACTION SETTLEMENT.

Magazine Subscriber Privacy SettlementSettlement AdministratorP.O. Box 0000 City, ST 00000-0000

||||||||||||||||||||||| Postal Service: Please do not mark barcode

XXX—«ClaimID» «MailRec»

«First1» «Last1» «C/O» «Addr1» «Addr2» «City», «St» «Zip» «Country»

By Order of the Court Dated: [date]


A settlement has been reached in a class action lawsuit claiming that Defendants, magazine publishers American Media Inc. and Odyssey Magazine Publishing Group Inc., disclosed its customers’ subscription information to third parties in violation of Michigan privacy law. The Defendants deny it violated any law, but has agreed to the settlement to avoid the uncertainties and expenses associated with continuing the case. Am I a Class Member? Our records indicate you may be a Class Member. Class Members are approximately 415,000 persons with Michigan street addresses who between April 14, 2010 and July 31, 2016 obtained a subscription to an AMI Magazine including Country Weekly, Men’s Fitness, Muscle & Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, National Examiner, Shape, Star, OK!, Radar, Soap Opera Digest, National Enquirer, and Globe.What Can I Get? If approved by the Court, Defendants will establish a Settlement Fund of $7,600,000.00 paid over two years to pay all valid claims submitted by the Settlement Class, together with notice and administration expenses, attorneys’ fees and costs, and an incentive award. If you are entitled to relief, you may submit a claim to receive a pro rata share of the Settlement Fund, estimated at $100 per class member. The Settlement also requires Defendants to not disclose its Michigan customers’ subscription information to third-party companies without the prior express written consent of the affected subscribers for a four-year period.How Do I Get a Payment? You must submit a timely and complete Claim Form no later than [claims deadline]. A Claim Form is attached to this Notice or you can file online at [www.americanmediamagazinesettlement.com] Your payment will come after Defendants make the final installment payment. What are My Other Options? You may exclude yourself from the Class by sending a letter to the settlement administrator no later than [objection/exclusion deadline]. If you exclude yourself, you cannot get a settlement payment, but you keep any rights you may have to sue the Defendants over the legal issues in the lawsuit. You and/or your lawyer have the right to appear before the Court and/or object to the proposed settlement. Your written objection must be filed no later than [objection/exclusion deadline]. Specific instructions about how to object to, or exclude yourself from, the Settlement are available at [www.americanmediamagazinesettlement.com]. If you file a claim or do nothing, and the Court approves the Settlement, you will be bound by all of the Court’s orders and judgments. In addition, your claims relating to the alleged disclosure or subscriber information in this case against the Defendants will be released.Who Represents Me? The Court has appointed lawyers Jay Edelson and Scott A. Bursor to represent the class. These attorneys are called Class Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer in this case, you may hire one at your expense. When Will the Court Consider the Proposed Settlement? The Court will hold the Final Approval Hearing at _____ .m. on [date] at the Federal Building, Room 100, 200 East Liberty Street, Ann Arbor, Michigan. At that hearing, the Court will: hear any objections concerning the fairness of the settlement; determine the fairness of the settlement; decide whether to approve Class Counsel’s request for attorneys’ fees and costs; and decide whether to award each of the two Class Representatives $5,000 from the Settlement Fund for their services in helping to bring and settle this case. Defendants have agreed to pay Class Counsel reasonable attorneys’ fees in an amount to be determined by the Court. Class Counsel is entitled to seek no more than 35% of the Settlement Fund, but the Court may award less than this amount.How Do I Get More Information? For more information, including the full Notice, Claim Form and Settlement Agreement go to www.americanmediaincsettlement.com, contact the settlement administrator at 1-___-___-____ or Magazine Subscriber Privacy Settlement Administrator, [address], or call Class Counsel at 1-866-354-3015.

MAGAZINE SUBSCRIBER PRIVACY SETTLEMENT CLAIM FORMTHIS CLAIM FORM MUST BE POSTMARKED BY [CLAIMS DEADLINE] AND MUST BE FULLY COMPLETED, BE SIGNED, AND MEET ALL CONDITIONS OF THE SETTLEMENT AGREEMENT.Instructions: Fill out each section of this form and sign where indicated.

Name (First, M.I., Last): _______________________________ ________ __________________________________

Street Address: ________________________________________________________________________

City: _______________________________________ State: ____ ____ Zip Code: ____ ____ ____ ____ ____

Email Address (optional): _________________________________________________________________

Contact Phone #: ( ___ ___ ___) ___ ___ ___ – ___ ___ ___ ___ (You may be contacted if further information is required.)Class Member Verification: By submitting this claim form and checking the boxes below, I declare that I believe I am a member of the Settlement Class and that the following statements are true (each box must be checked to receive a payment):□ I had a Michigan street address and obtained a subscription to an American Media Inc. Publication between April 14, 2010 and July 31,2016. American Media Inc. Publications include: Country Weekly, Men’s Fitness, Muscle & Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, National Examiner, Shape, Star, OK!, Radar, Soap Opera Digest, National Enquirer, and Globe .

□ Under penalty of perjury, all information provided in this Claim Form is true and correct to the best of my knowledge and belief.

Signature: _____________________________________________ Date: ___ ___/ ___ ___/ ___ ___

Print Name: ____________________________________________

The Settlement Administrator will review your Claim Form, if accepted you will be mailed a check for a pro rata share depending on the number of valid claim forms received. This process takes time, please be patient.

Questions, visit www.americanmediamagazinesettlement.com or call [toll free number]


Magazine Subscriber Privacy Settlement Administrator c/o [Settlement Administrator] PO Box 0000 City, ST 00000-0000

XXX


Exhibit D


QUESTIONS? CALL 1-800-000-0000 TOLL FREE, OR VISIT WWW.AMERICANMEDIAINCSETTLEMENT.COM

UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGANMoeller et al. v. American Media Inc. et al., Case No. 2:16-cv-11367-JEL-EAS

IF YOU SUBSCRIBED TO AN AMERICAN MEDIA INC. AND / OR ODYSSEY PUBLISHING GROUP INC. MAGAZINE YOU MAY BE ENTITLED TO A PAYMENT

FROM A CLASS ACTION SETTLEMENT.

A court authorized this notice. You are not being sued. This is not a solicitation from a lawyer.

• A settlement has been reached in a class action lawsuit against magazine publishersAmerican Media Inc. and Odyssey Magazine Publishing Group Inc. The class actionlawsuit accuses American Media Inc. and Odyssey Magazine Publishing Group Inc. ofdisclosing their customers’ subscription information to third parties in violationMichigan privacy law.

• You are included if you had a Michigan street address and obtained a subscription to anAmerican Media Inc. and/or Odyssey Magazine Publishing Group Inc. magazinebetween April 14, 2010 and July 31, 2016. American Media and Odyssey Publicationsinclude Country Weekly, Men’s Fitness, Muscle & Fitness, Fit Pregnancy, Flex,Muscle & Fitness Hers, Natural Health, National Examiner, Shape, Star, OK!, Radar,Soap Opera Digest, National Enquirer, and Globe.

• Persons included in the Settlement will be eligible to receive a pro rata (meaningequal) portion of the Settlement Fund, which Class Counsel anticipates to beapproximately $100. American Media Inc. and Odyssey Magazine Publishing GroupInc. have also agreed that, for a period of four (4) years following PreliminaryApproval, they will not disclose any of its Michigan customers’ Subscriber Informationto any third-party companies without the prior express written consent of the affectedsubscribers.

• Read this notice carefully. Your legal rights are affected whether you act, or don’t act.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT SUBMIT A CLAIM FORM

This is the only way to receive a payment.

EXCLUDE YOURSELF

You will receive no benefits, but you will retain any rights you currently have to sue the Defendants about the claims in this case.

OBJECT Write to the Court explaining why you don’t like the Settlement.

GO TO THE HEARING

Ask to speak in Court about your opinion of the Settlement.

DO NOTHING You won’t get a share of the Settlement benefits and will give up your rights to sue the Defendants about the claims in this case.

Your rights and options—and the deadlines to exercise them—are explained in this Notice.



BASIC INFORMATION

1. Why was this Notice issued?

A Court authorized this notice because you have a right to know about a proposed Settlement of this class action lawsuit and about all of your options, before the Court decides whether to give final approval to the Settlement. This Notice explains the lawsuit, the Settlement, and your legal rights.

The Honorable Judith E. Levy, of the U.S. District Court for the Eastern District of Michigan, is overseeing this case. The case is called Moeller et al. v. American Media, Inc. et al., Case No. 2:16-cv-11367-JEL-EAS. The persons who have sued are called the Plaintiffs. The Defendants are American Media Inc. and Odyssey Magazine Publishing Group, Inc.

2. What is a class action?

In a class action, one or more people called class representatives (in this case, Elizabeth Moeller and Nicole Brisson) sue on behalf of a group or a “class” of people who have similar claims. In a class action, the court resolves the issues for all class members, except for those who exclude themselves from the Class.

3. What is this lawsuit about?

This lawsuit claims that Defendants violated Michigan’s Preservation of Personal Privacy Act, M.C.L. § 445.1712 (“PPPA”) by disclosing information related to its customers’ magazine subscriptions to third parties. The Defendants deny they violated any law. The Court has not determined who is right. Rather, the Parties have agreed to settle the lawsuit to avoid the uncertainties and expenses associated with ongoing litigation.

4. Why is there a Settlement?

The Court has not decided whether the Plaintiffs or the Defendants should win this case. Instead, both sides agreed to a Settlement. That way, they avoid the uncertainties and expenses associated with ongoing litigation, and Class Members will get compensation sooner rather than, if at all, after the completion of a trial.

WHO’S INCLUDED IN THE SETTLEMENT?5. How do I know if I am in the Settlement Class?



The Court decided that the approximately 415,000 people who fit the following description are members of the Settlement Class:

Persons that had Michigan street addresses who obtained a subscription to an American Media Inc. and/or Odyssey Magazine Publishing Group Inc. Publication between April 14, 2010, and July 31, 2016.

The covered magazines include: Country Weekly, Men’s Fitness, Muscle & Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, National Examiner, Shape, Star, OK!, Radar, Soap Opera Digest, National Enquirer, and Globe.

THE SETTLEMENT BENEFITS

6. What does the Settlement provide?

Monetary Relief: Defendants have created a Settlement Fund totaling $7,600,000.00, which they will pay in installments over two years. Class Member payments, and the cost to administer the Settlement, the cost to inform people about the Settlement, attorneys’ fees, and an award to the Class Representatives will also come out of this fund (see Question 13).

Privacy Protections: In addition to this monetary relief, for a period of four (4) years following Preliminary Approval, the Defendants have agreed not to disclose any Michigan Subscriber Information to any third-party companies without the prior express written consent of the affected subscribers.

A detailed description of the settlement benefits can be found in the Settlement Agreement. [insert hyperlink]

7. How much will my payment be?

If you are member of the Settlement Class you may submit a Claim Form to receive a portion of the Settlement Fund. The amount of this payment will depend on how many of the Class Members file valid claims. Each Class Member who files a valid claim will receive a proportionate share of the Settlement Fund, which Class Counsel anticipates will be approximately $100. You can contact Class Counsel at 1-866-354-3015 to inquire as to the number of claims filed.

8. When will I get my payment?

The hearing to consider the fairness of the settlement is scheduled for [Final Approval Hearing Date]. If the Court approves the settlement, eligible Class Members whose claims were approved by the Settlement Administrator will receive their payment 28 days after Defendants make their



last installment payment into the settlement fund. The payment will be made in the form of a check, and all checks will expire and become void 90 days after they are issued.

HOW TO GET BENEFITS

9. How do I get a payment?

If you are a Class Member and you want to get a payment, you must complete and submit a Claim Form by [Claims Deadline]. Claim Forms can be found and submitted on-line or you may have received a Claim Form in the mail as a postcard attached to a summary of this notice. To submit a Claim Form on-line or to request a paper copy, go to [www.americanmediamagazinesettlement.com] or call toll free, 1-800-000-0000.

We also encourage you to submit your claim on-line. Not only is it easier and more secure, but it is completely free and takes only minutes!

REMAINING IN THE SETTLEMENT

10. What am I giving up if I stay in theClass?

If the Settlement becomes final, you will give up your right to sue Defendants for the claims this Settlement resolve. The Settlement Agreement describes the specific claims you are giving up against the Defendants. You will be “releasing” the Defendants and certain of its affiliates described in Section 1.26 of the Settlement Agreement. Unless you exclude yourself (see Question 14), you are “releasing” the claims, regardless of whether you submit a claim or not. The Settlement Agreement is available through the “court documents” link on the website.

The Settlement Agreement describes the released claims with specific descriptions, so read it carefully. If you have any questions you can talk to the lawyers listed in Question 12 for free or you can, of course, talk to your own lawyer if you have questions about what this means.

11. What happens if I do nothing at all?

If you do nothing, you won’t get any benefits from this Settlement. But, unless you exclude yourself, you won’t be able to start a lawsuit or be part of any other lawsuit against the Defendants for the claims being resolved by this Settlement.

THE LAWYERS REPRESENTING YOU

12. Do I have a lawyer in the case?



The Court has appointed Jay Edelson of Edelson PC and Scott A. Bursor of Bursor & Fisher, P.A to be the attorneys representing the Settlement Class. They are called “Class Counsel.” They believe, after conducting an extensive investigation, that the Settlement Agreement is fair, reasonable, and in the best interests of the Settlement Class. You will not be charged for these lawyers. If you want to be represented by your own lawyer in this case, you may hire one at your expense.

13. How will the lawyers be paid?

The Defendants have agreed to pay Class Counsel attorneys’ fees and costs in an amount to be determined by the Court. The fee petition will seek no more than thirty-five percent (35%) of the Settlement Fund, plus reimbursement of their costs and expenses; the Court may award less than this amount. Under the Settlement Agreement, any amount awarded to Class Counsel will be paid out of the Settlement Fund.

Subject to approval by the Court, Defendants have agreed to pay the two Class Representatives $5,000 each from the Settlement Fund for their services in helping to bring and settle this case.

EXCLUDING YOURSELF FROM THE SETTLEMENT

14. How do I get out of the Settlement?

To exclude yourself from the Settlement, you must mail or otherwise deliver a letter (or request for exclusion) stating that you want to be excluded from the Moeller et al. v. American Media Inc. et al., Case No. 2:16-cv-11367-JEL-EAS settlement. Yourletter or request for exclusion must also include your name, your address, the name of the American Media Inc. and/or Odyssey Magazine Publishing Group Inc. publication(s) to which you subscribed, your signature, the name and number of this case, and a statement that you wish to be excluded. You must mail or deliver your exclusion request no later than [objection/exclusion deadline] to:

Magazine Subscriber Privacy Settlement 0000 Street

City, ST 00000

15. If I don’t exclude myself, can I sue the Defendant for the same thing later?

No. Unless you exclude yourself, you give up any right to sue the Defendants for the claims being resolved by this Settlement.

16. If I exclude myself, can I get anything from this Settlement?

No. If you exclude yourself, do not submit a Claim Form to ask for benefits.



OBJECTING TO THE SETTLEMENT

17. How do I object to the Settlement?

If you’re a Class Member, you can object to the Settlement if you don’t like any part of it. You can give reasons why you think the Court should not approve it. The Court will consider your views. To object, you must file with the Court a letter or brief stating that you object to the Settlement in Moeller et al. v. American Media Inc. et al., Case No. 2:16-cv-11367-JEL-EAS and identify all your reasons for your objections (including citations and supporting evidence) and attach any materials you rely on for your objections. Your letter or brief must also include your name, your address, the basis upon which you claim to be a Class Member (including the name of the American Media Inc., and/or Odyssey Magazine Publishing Group, Inc. magazine(s) to which you are or were a subscriber), the name and contact information of any and all attorneys representing, advising, or in any way assisting you in connection with your objection, and your signature. If you, or an attorney assisting you with your objection, have ever objected to any class action settlement where you or the objecting attorney has asked for or received payment in exchange for dismissal of the objection (or any related appeal) without modification to the settlement, you must include a statement in your objection identifying each such case by full case caption. You must also mail or deliver a copy of your letter or brief to Class Counsel and Defendants’ Counsel listed below.

Class Counsel will file with the Court and post on this website its request for attorneys’ fees by [two weeks prior to objection deadline].

If you want to appear and speak at the Final Approval Hearing to object to the Settlement, with or without a lawyer (explained below in answer to Question Number 21), you must say so in your letter or brief. File the objection with the Court and mail a copy to these two different places postmarked no later than [objection deadline].

Court Class Counsel

Defendants’ Counsel

The Hon Judith E. Levy Federal Building, Suite 300 200 East Liberty Street Ann Arbor, Michigan 48104

Jay Edelson Edelson PC 350 North LaSalle St Suite 1300 Chicago, IL 60654

Scott A. Bursor Bursor & Fisher PA 888 Seventh Avenue New York, NY 10019

Jacob Sommer ZwillGen PLLC 1900 M St NW Suite 250 Washington, DC 20036

18. What’s the difference between objecting and excluding myself from theSettlement?



Objecting simply means telling the Court that you don’t like something about the Settlement. You can object only if you stay in the Class. Excluding yourself from the Class is telling the Court that you don’t want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

THE COURT’S FINAL APPROVAL HEARING

19. When and where will the Court decide whether to approve the Settlement?

The Court will hold the Final Approval Hearing at [time] on Month 00, 2017 in Courtroom 100 at the Federal Building, 200 East Liberty Street, Ann Arbor, Michigan. The purpose of the hearing will be for the Court to determine whether to approve the Settlement as fair, reasonable, adequate, and in the best interests of the Class; to consider the Class Counsel’s request for attorneys’ fees and expenses; and to consider the request for an incentive award to the Class Representative. At that hearing, the Court will be available to hear any objections and arguments concerning the fairness of the Settlement.

The hearing may be postponed to a different date or time without notice, so it is a good idea to check [www.americanmediamagazinesettlement.com] or call 1-800-000-0000. If, however, you timely objected to the Settlement and advised the Court that you intend to appear and speak at the Final Approval Hearing, you will receive notice of any change in the date of such Final Approval Hearing.

20. Do I have to come to the hearing?

No. Class Counsel will answer any questions the Court may have. But, you are welcome to come at your own expense. If you send an objection or comment, you don’t have to come to Court to talk about it. As long as you filed and mailed your written objection on time, the Court will consider it. You may also pay another lawyer to attend, but it’s not required.

21. May I speak at the hearing?

Yes. You may ask the Court for permission to speak at the Fairness Hearing. To do so, you must include in your letter or brief objecting to the settlement a statement saying that it is your “Notice of Intent to Appear in Moeller et al. v. American Media Inc. et al., Case No. 2:16-cv-11367-JEL-EAS.” It must include your name, address, telephone number and signature as well as the name and address of your lawyer, if one is appearing for you. Your objection and notice of intent to appear must be filed with the Court and postmarked no later than [objection deadline], and be sent to the addresses listed in Question 17.

GETTING MORE INFORMATION



22. Where do I get more information?

This Notice summarizes the Settlement. More details are in the Settlement Agreement. You can get a copy of the Settlement Agreement at www.americanmediamagazinesettlement.com. You may also write with questions to Magazine Subscriber Privacy Settlement, P.O. Box 0000, City, ST 00000. You can call the Settlement Administrator at 1-800-000-0000 or Class Counsel at 1-866-354-3015, if you have any questions. Before doing so, however, please read this full Notice carefully. You may also find additional information elsewhere on the case website.


Exhibit E




Plaintiffs,

v.

AMERICAN MEDIA, INC., a Delaware corporation, and ODYSSEY MAGAZINE PUBLISHING GROUP, INC., a Delaware corporation,

Defendants.



STIPULATION REGARDING UNDERTAKING RE: ATTORNEYS’ FEES AND COSTS

Plaintiffs Elizabeth Moeller and Nicole Brisson and Defendants, American Media, Inc.

(“AMI”), and Odyssey Magazine Publishing Group, Inc., now known as AMI Celebrity

Publications, LLC1 (“Odyssey,” and together, “Defendants”) (collectively, “the Parties”), by and

through and including their undersigned counsel, stipulate and agree as follows:

WHEREAS, Class Counsel and their law firms Bursor & Fisher P.A. and Edelson PC

desire to give an undertaking (the “Undertaking”) for repayment of their award of attorney fees

and costs, approved by the Court, and

WHEREAS, the Parties agree that this Undertaking is in the interests of all Parties and in

service of judicial economy and efficiency.

NOW, THEREFORE, each of the undersigned Class Counsel, on behalf of themselves as

individuals and as agents for their law firm, hereby submit themselves and their respective law

1 Odyssey Magazine Publishing Group, Inc. was merged out of existence on March 31, 2016. It merged into AMI Celebrity Publications, LLC, a wholly-owned subsidiary of Defendant American Media. Wherever this Undertaking refers to Odyssey, the parties agree that those provisions will apply with equal force to AMI Celebrity Publications, LLC.


2

firms to the jurisdiction of the Court for the purpose of enforcing the provisions of this

Undertaking.

Capitalized terms used herein without definition have the meanings given to them in the

Settlement Agreement.

By receiving any payments pursuant to the Settlement Agreement, Bursor & Fisher, P.A.

and Edelson PC and their shareholders, members, and/or partners submit to the jurisdiction of the

United States District Court for the Eastern District of Michigan for the enforcement of and any

and all disputes relating to or arising out of the reimbursement obligation set forth herein and the

Settlement Agreement.

In the event that the Final Settlement Order and Judgment or any part of it is vacated,

overturned, reversed, or rendered void as a result of an appeal, or the Settlement Agreement is

voided, rescinded, or otherwise terminated for any other reason, Class Counsel shall, within

thirty (30) days repay to Defendants the full amount of the attorneys’ fees and costs paid by

Defendants to Class Counsel, including any accrued interest.

In the event the attorney fees and costs awarded by the Court or any part of them are

vacated, modified, reversed, or rendered void as a result of an appeal, Class Counsel shall within

thirty (30) days repay to Defendants the attorneys’ fees and costs paid by Defendants to Class

Counsel and/or Representative Plaintiffs in the amount vacated or modified, including any

accrued interest.

This Undertaking and all obligations set forth herein shall expire upon finality of all

direct appeals of the Final Settlement Order and Judgment.

In the event Class Counsel fails to repay to Defendants any of attorneys’ fees and costs

that are owed to it pursuant to this Undertaking, the Court shall, upon application of Defendants,


3

and notice to Class Counsel, summarily issue orders, including but not limited to judgments and

attachment orders against each of Class Counsel, and may make appropriate findings for

sanctions for contempt of court.

The undersigned stipulate, warrant, and represent that they have both actual and apparent

authority to enter into this stipulation, agreement, and undertaking on behalf of Bursor & Fisher,

P.A. and Edelson PC.

This Undertaking may be executed in one or more counterparts, each of which shall be

deemed an original but all of which together shall constitute one and the same instrument.

Signatures by facsimile shall be as effective as original signatures.

The undersigned declare under penalty of perjury under the laws of the United States that

they have read and understand the foregoing and that it is true and correct.

IT IS SO STIPULATED THROUGH COUNSEL OF RECORD:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS]


Exhibit 2


Exhibit A


April 27, 2017 VIA PRIORITY MAIL «First» «Last» «Company» «Address_1» «Address_2» «City», «State» «Zip»

Re: Notice of Proposed Class Action Settlement Pursuant to 28 U.S.C. § 1715 Dear «First» «Last»:

KCC CLASS ACTION SERVICES, LLC has been retained as the independent third-party administrator in a putative class action lawsuit entitled Elizabeth Moeller and Nicole Brisson, individually and on behalf of all others similarly situated, v. American Media, Inc., a Delaware corporation, and Odyssey Magazine Publishing Group, Inc., a Delaware corporation, Case No. 5:16-cv-11367-JEL-EAS. ZwillGen, PLLC represents American Media, Inc. and Odyssey Magazine Publishing Group, Inc. (“Defendants”) in that matter. The lawsuit is pending before the Honorable Judith E. Levy in the United States District Court for the Eastern District of Michigan. This letter is to advise you that Plaintiffs filed a Motion for Preliminary Approval of Class Action Settlement in connection with this class action lawsuit on April 18, 2017.

Case Name: Elizabeth Moeller, et al., v. American Media, Inc., et al. Case Number: 5:16-cv-11367-JEL-EAS Jurisdiction: United States District Court, Eastern District of Michigan Date Settlement Filed with Court: April 18, 2017 Defendants deny any wrongdoing or liability whatsoever, but have decided to settle this action

solely in order to eliminate the burden, expense, and uncertainties of further litigation. In compliance with 28 U.S.C. § 1715(b), the following documents referenced below are included on the CD that is enclosed with this letter:


«First» «Last» April 27, 2017 Page 2

1. 28 U.S.C. § 1715(b)(1) – Complaint and Related Materials: A copy of the Class Action Complaint and Demand for Jury Trial is included on the enclosed CD.

2. 28 U.S.C. § 1715(b)(2) – Notice of Any Scheduled Judicial Hearing: As of April 27,

2017, the Court has not yet scheduled a final fairness hearing in this matter. Plaintiffs filed Plaintiffs’ Motion for Preliminary Approval of Class Action Settlement (with Exhibits) requesting that a hearing take place before the Honorable Judith E. Levy. Copies of Plaintiffs’ Motion for Preliminary Approval of Class Action Settlement (with Exhibits) and [Proposed] Order Granting Preliminary Approval of Class Action Settlement Agreement, Certifying Settlement Class, Appointing Class Representative, Appointing Class Counsel, and Approving Notice Plan are included on the enclosed CD.

3. 28 U.S.C. § 1715(b)(3) – Notification to Class Members: Copies of the Claim Form,

Email Notice, Postcard Notice, and Long Form Notice to be provided to the class are included on the enclosed CD.

4. 28 U.S.C. § 1715(b)(4) – Class Action Settlement Agreement: A copy of the Class

Action Settlement Agreement is included on the enclosed CD.

5. 28 U.S.C. § 1715(b)(5) – Any Settlement or Other Agreement: As of April 27, 2017, no other settlement or agreement has been entered into by the parties to this Action, either directly or by and through their respective counsels.

6. 28 U.S.C. § 1715(b)(6) – Final Judgment: No Final Judgment has been reached as of

April 27, 2017, nor have any Notices of Dismissal been granted at this time. 7. 28 U.S.C. § 1715(b)(7)(A)-(B) – Names of Class Members/Estimate of Class

Members: While Defendants are in the process of gathering information on this issue, pursuant to 28 U.S.C. § 1715(b)(7)(A), at this time a complete list of names of class members as well as each State of residence is not available, because the parties do not presently know the names or current addresses of all the proposed settlement class members and will not learn this information until the Settlement is preliminarily approved and the Court authorizes dissemination of information about the Settlement through the Class Notice. Pursuant to 28 U.S.C. § 1715(b)(7)(B), it is estimated that there are approximately 415,000 individuals in the class.

8. 28 U.S.C. § 1715(b)(8) – Judicial Opinions Related to the Settlement: As the

proposed Settlement is still pending final approval by the Court, there are no other opinions available at this time. As of April 27, 2017, there has been no written judicial opinion related to the settlement.


«First» «Last» April 27, 2017 Page 3

If for any reason you believe the enclosed information does not fully comply with 28 U.S.C. § 1715, please contact KCC immediately at (415) 798-5969 so that Defendants have opportunity to address any concerns or questions you may have.

Thank you. Sincerely,

/s/ Daniel Burke Executive Vice President Enclosure – CD


Exhibit B


Last First Company Address 1 Address 2 City State ZipLindemuth Jahna Office of the Alaska Attorney General P.O. Box 110300 Juneau AK 99811-0300Marshall Steve Office of the Alabama Attorney General 501 Washington Avenue PO Box 300152 Montgomery AL 36130-0152Rutledge Leslie Arkansas Attorney General Office 323 Center Street, Suite 200 Little Rock AR 72201-2610Brnovich Mark Office of the Arizona Attorney General 1275 W. Washington Street Phoenix AZ 85007CAFA Coordinator Office of the Attorney General Consumer Law Section 455 Golden Gate Ave., Suite 11000 San Francisco CA 94102Coffman Cynthia Office of the Colorado Attorney General Ralph L. Carr Colorado Judicial Center 1300 Broadway, 10th Floor Denver CO 80203Jepsen George State of Connecticut Attorney General's Office 55 Elm Street Hartford CT 6106Racine Karl A. District of Columbia Attorney General 441 4th Street, NW, Suite 1100S Washington DC 20001Sessions Jefferson Attorney General of the United States United States Department of Justice 950 Pennsylvania Avenue, NW Washington DC 20530-0001Denn Matthew Delaware Attorney General Carvel State Office Building 820 N. French Street Wilmington DE 19801Bondi Pam Office of the Attorney General of Florida The Capitol, PL-01 Tallahassee FL 32399-1050Carr Chris Office of the Georgia Attorney General 40 Capitol Square, SW Atlanta GA 30334-1300Chin Douglas S. Office of the Hawaii Attorney General 425 Queen Street Honolulu HI 96813Miller Tom Iowa Attorney General Hoover State Office Building 1305 E. Walnut Street Des Moines IA 50319Wasden Lawrence State of Idaho Attorney General's Office Statehouse 700 W Jefferson St Boise ID 83720-0010Madigan Lisa Illinois Attorney General James R. Thompson Center 100 W. Randolph Street Chicago IL 60601Hill, Jr. Curtis T. Indiana Attorney General's Office Indiana Government Center South 302 West Washington Street, 5th Floor Indianapolis IN 46204Schmidt Derek Kansas Attorney General 120 S.W. 10th Ave., 2nd Floor Topeka KS 66612-1597Beshear Andy Office of the Kentucky Attorney General 700 Capitol Ave Capitol Building, Suite 118 Frankfort KY 40601Landry Jeff Office of the Louisiana Attorney General P.O. Box 94095 Baton Rouge LA 70804-4095Healey Maura Office of the Attorney General of Massachusetts 1 Ashburton Place Boston MA 02108-1518Frosh Brian Office of the Maryland Attorney General 200 St. Paul Place Baltimore MD 21202-2202Mills Janet Office of the Maine Attorney General State House Station 6 Augusta ME 04333Schuette Bill Office of the Michigan Attorney General P.O. Box 30212 525 W. Ottawa Street Lansing MI 48909-0212Lori Swanson Attorney General Attention: CAFA Coordinator 1400 Bremer Tower 445 Minnesota Street St. Paul MN 55101-2131Hawley Joshua D. Missouri Attorney General's Office Supreme Court Building 207 W. High Street Jefferson City MO 65101Hood Jim Mississippi Attorney General's Office Department of Justice P.O. Box 220 Jackson MS 39205Fox Tim Office of the Montana Attorney General Justice Bldg. 215 N. Sanders Street Helena MT 59620-1401Stein Josh Office of the North Carolina Attorney General Department of Justice P.O. Box 629 Raleigh NC 27602-0629Stenehjem Wayne North Dakota Office of the Attorney General State Capitol 600 E. Boulevard Avenue Bismarck ND 58505-0040Peterson Doug Office of the Nebraska Attorney General State Capitol P.O. Box 98920 Lincoln NE 68509-8920Foster Joseph A. New Hampshire Attorney General State House Annex 33 Capitol Street Concord NH 03301-6397Porrino Chrisopher S. Office of the New Jersey Attorney General Richard J. Hughes Justice Complex 25 Market Street, P.O. Box 080 Trenton NJ 08625Balderas Hector Office of the New Mexico Attorney General P.O. Drawer 1508 Santa Fe NM 87504-1508Laxalt Adam Paul Nevada Attorney General Old Supreme Ct. Bldg. 100 North Carson Street Carson City NV 89701Schneiderman Eric Office of the New York Attorney General Department of Law The Capitol, 2nd Floor Albany NY 12224DeWine Mike Ohio Attorney General State Office Tower 30 E. Broad Street Columbus OH 43266-0410Hunter Mike Oklahoma Office of the Attorney General 313 NE 21st Street Oklahoma City OK 73105Rosenblum Ellen F. Office of the Oregon Attorney General Justice Building 1162 Court Street, NE Salem OR 97301Shapiro Josh Pennsylvania Office of the Attorney General 1600 Strawberry Square Harrisburg PA 17120Kilmartin Peter Rhode Island Office of the Attorney General 150 South Main Street Providence RI 02903Wilson Alan South Carolina Attorney General Rembert C. Dennis Office Bldg. P.O. Box 11549 Columbia SC 29211-1549Jackley Marty J. South Dakota Office of the Attorney General 1302 East Highway 14, Suite 1 Pierre SD 57501-8501Slatery, III Herbert H. Tennessee Attorney General and Reporter 425 5th Avenue North Nashville TN 37243Paxton Ken Attorney General of Texas Capitol Station P.O. Box 12548 Austin TX 78711-2548Reyes Sean Utah Office of the Attorney General State Capitol, Room 236 350 N State St Salt Lake City UT 84114-0810Herring Mark Office of the Virginia Attorney General 900 East Main Street Richmond VA 23219Donovan TJ Office of the Attorney General of Vermont 109 State Street Montpelier VT 05609-1001Ferguson Bob Washington State Office of the Attorney General 1125 Washington St SE P.O. Box 40100 Olympia WA 98504-0100Schimel Brad Office of the Wisconsin Attorney General Dept of Justice, State Capitol, RM 114 East P.O. Box 7857 Madison WI 53707-7857Morrisey Patrick West Virginia Attorney General State Capitol 1900 Kanawha Blvd E Charleston WV 25305Michael Peter K. Office of the Wyoming Attorney General State Capitol Bldg. 200 W 24th St Cheyenne WY 82002Ale Talauega Eleasalo V. American Samoa Attorney General Exec. Ofc. Bldg, Utulei Territory of American Samoa Pago Pago AS 96799Barrett-Anderson Elizabeth Attorney General Office 590 S. Marine Corps Drive ITC Bldg, Suite 706 Tamuning Guam 96913Manibusan Edward Northern Mariana Islands Attorney General Administration Building PO Box 10007 Saipan MP 96950-8907Vazquez Garced Wanda Puerto Rico Attorney General P.O. Box 902192 San Juan San Juan PR 00902Walker Claude E. Department of Justice Virgin Islands Attorney General 34-38 Kronprindsens Gade, GERS Bldg, 2nd Floor St. Thomas VI 00802Balabanian Rafey Edelson PC 123 Townsend Street San Francisco CA 94107Rapp Eve-Lynn Edelson PC 350 North LaSalle Street Suite 1300 Chicago IL 60654Fraietta Philip L. Bursor & Fisher, P.A. 888 Seventh Avenue New York NY 10019Scharg Henry M. Law Office of Henry M. Scharg 718 Ford Building Detroit MI 48226Sommer Jacob ZwillGen PLLC 1900 M Street NW Suite 250 Washington DC 20036


Exhibit C


ADANTE1

Claim ID: «ClaimID»

NOTICE OF PROPOSED CLASS ACTION SETTLEMENT

Moeller et al. v. American Media Inc. et al., Case No. 2:16-cv-11367-JEL-EAS

(United States District Court for the Eastern District of Michigan)

Our Records Indicate You Have Subscribed to an American Media Inc. and / or Odyssey Magazine Publishing Group Inc. Magazine and

are Entitled to a Payment From a Class Action Settlement. This notice is to inform you that a settlement has been reached in a class action lawsuit claiming that Defendants, magazine publishers American Media Inc. and Odyssey Magazine Publishing Group Inc. (“AMI”), disclosed its customers’ subscription information to third parties in violation of Michigan privacy law. The Defendants deny they violated any law, but have agreed to the settlement to avoid the uncertainties and expenses associated with continuing the case. Am I a Class Member? Our records indicate you may be a Class Member. Class Members are approximately 415,000 persons with Michigan street addresses who between April 14, 2010 and July 31, 2016 obtained a subscription to an AMI Publication, including Country Weekly, Men’s Fitness, Muscle & Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, National Examiner, Shape, Star, OK!, Radar, Soap Opera Digest, National Enquirer, and Globe. What Can I Get? If approved by the Court, Defendants will establish a Settlement Fund of $7,600,000 paid over two years to pay all valid claims submitted by the Settlement Class, together with notice and administration expenses, attorneys’ fees and costs, and an incentive award. If you are entitled to relief, you may submit a claim to receive a pro rata share of the Settlement Fund, estimated at $100 per class member. The Settlement also requires Defendants to not disclose their Michigan customers’ subscription information to third-party companies without the prior express written consent of the affected subscribers for a four-year period. How Do I Get a Payment? You must submit a timely and complete Claim Form postmarked or submitted on-line no later than October 21, 2017. You can file a claim by clicking here. Your payment will come by check in two installments. What are My Other Options? You may exclude yourself from the Class by sending a letter to the Settlement Administrator postmarked no later than August 14, 2017. If you exclude yourself, you cannot get a settlement payment, but you keep any rights you may have to sue the Defendants over the legal issues in the lawsuit. You and/or your lawyer have the right to appear before the Court and/or object to the proposed Settlement. Your written objection must be filed no later than August 14, 2017. Specific instructions about how to object to, or exclude yourself from, the Settlement are available at www.americanmediamagazinesettlement.com . If you file a claim or do nothing, and the Court approves the Settlement, you will be bound by all of the Court’s orders and judgments. In addition, your claims relating to the alleged disclosure of subscriber information in this case against the Defendants will be released. Who Represents Me? The Court has appointed lawyers Jay Edelson of Edelson PC and Scott A. Bursor of Bursor & Fisher, P.A to represent the class. These attorneys are called Class Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer in this case, you may hire one at your expense. When Will the Court Consider the Proposed Settlement? The Court will hold the Final Approval Hearing at 10:00 a.m. on September 6, 2017 at the Federal Building, Room 100, 200 East Liberty Street, Ann Arbor,


http://www.americanmediamagazinesettlement.com/


- 2 -

Michigan. At that hearing, the Court will: hear any objections concerning the fairness of the Settlement; determine the fairness of the Settlement; decide whether to approve Class Counsel’s request for attorneys’ fees and costs; and decide whether to award each of the two Class Representatives $5,000 from the Settlement Fund for their services in helping to bring and settle this case. Defendants have agreed to pay Class Counsel reasonable attorneys’ fees in an amount to be determined by the Court. Class Counsel is entitled to seek no more than 35% of the Settlement Fund, but the Court may award less than this amount. How Do I Get More Information? For more information, including the full Notice, Claim Form and Settlement Agreement go to www.americanmediamagazinesettlement.com, contact the Settlement Administrator at 1-844-363-2454 or Magazine Subscriber Privacy Settlement Administrator, P.O. Box 43494, Providence, RI 02940-9827, or call Class Counsel at 1-866-354-3015.



Exhibit D


COURT AUTHORIZED NOTICE OF CLASS ACTION AND

PROPOSED SETTLEMENT

OUR RECORDS INDICATE YOU HAVE SUBSCRIBED

TO AN AMERICAN MEDIA INC. AND/OR ODYSSEY MAGAZINE

PUBLISHING GROUP INC. MAGAZINE AND ARE ENTITLED

TO A PAYMENT FROM A CLASS ACTION SETTLEMENT.

ADA

«Barcode» Postal Service: Please do not mark barcode

Claim#: ADA-«ClaimID»-«MailRec»«First1» «Last1»«CO»«Addr2» «Addr1»«City», «St» «Zip»«Country»

Magazine Subscriber Privacy Settlement Administrator P.O. Box 43494Providence, RI 02940-9827

ADACRD1 Claim ID: «ClaimID»MAGAZINE SUBSCRIBER PRIVACY SETTLEMENT CLAIM FORM

THIS CLAIM FORM MUST BE POSTMARKED BY OCTOBER 21, 2017 AND MUST BE FULLY COMPLETED, BE SIGNED, AND MEET ALL CONDITIONS OF THE SETTLEMENT AGREEMENT.

Instructions: Fill out each section of this form and sign where indicated.

Full Name:

Street Address:

City, State, ZIP:

Email Address (optional):

Contact Phone #: (You may be contacted if further information is required.)

Class Member Verification: By submitting this Claim Form and filling in the circles below, I declare that I believe I am a member of the Settlement Class and that the following statements are true (each circle must be filled in to receive a payment):

I had a Michigan street address and obtained a subscription to an American Media Inc. Publication between April 14, 2010 and July 31, 2016. American Media Inc. Publications include: Country Weekly, Men’s Fitness, Muscle & Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, National Examiner, Shape, Star, OK!, Radar, Soap Opera Digest, National Enquirer, and Globe.

Under penalty of perjury, all information provided in this Claim Form is true and correct to the best of my knowledge and belief.

Signature: Date (mm/dd/yyyy):

Print Name:

The Settlement Administrator will review your Claim Form; if accepted you will be mailed a check for a pro rata share depending on the number of valid Claim Forms received. This process takes time, please be patient.

Questions, visit www.americanmediamagazinesettlement.com or call 1-844-363-2454

*ADA«ClaimID»* «ClaimID» ADA_

Carefully separate at perforation.


A settlement has been reached in a class action lawsuit claiming that Defendants, magazine publishers American Media Inc. and Odyssey Magazine Publishing Group Inc. (“AMI”), disclosed their customers’ subscription information to third parties in violation of Michigan privacy law. The Defendants deny they violated any law, but has agreed to the settlement to avoid the uncertainties and expenses associated with continuing the case.

Am I a Class Member? Our records indicate you may be a Class Member. Class Members are approximately 415,000 persons with Michigan street addresses who between April 14, 2010 and July 31, 2016 obtained a subscription to an AMI Magazine including Country Weekly, Men’s Fitness, Muscle & Fitness, Fit Pregnancy, Flex, Muscle & Fitness Hers, Natural Health, National Examiner, Shape, Star, OK!, Radar, Soap Opera Digest, National Enquirer, and Globe.

What Can I Get? If approved by the Court, Defendants will establish a Settlement Fund of $7,600,000 paid over two years to pay all valid claims submitted by the Settlement Class, together with notice and administration expenses, attorneys’ fees and costs, and an incentive award. If you are entitled to relief, you may submit a claim to receive a pro rata share of the Settlement Fund, estimated at $100 per Class Member. The Settlement also requires Defendants to not disclose their Michigan customers’ subscription information to third-party companies without the prior express written consent of the affected subscribers for a four-year period.

How Do I Get a Payment? You must submit a timely and complete Claim Form postmarked or submitted on-line no later than October 21, 2017. A Claim Form is attached to this Notice or you can file on-line at www.americanmediamagazinesettlement.com. Your payment will come after Defendants make the final installment payment.

What are My Other Options? You may exclude yourself from the Class by sending a letter to the Settlement Administrator postmarked no later than August 14, 2017. If you exclude yourself, you cannot get a settlement payment, but you keep any rights you may have to sue the Defendants over the legal issues in the lawsuit. You and/or your lawyer have the right to appear before the Court and/or object to the proposed Settlement. Your written objection must be filed no later than August 14, 2017. Specific instructions about how to object to, or exclude yourself from, the Settlement are available at www.americanmediamagazinesettlement.com. If you file a claim or do nothing, and the Court approves the Settlement, you will be bound by all of the Court’s orders and judgments. In addition, your claims relating to the alleged disclosure of subscriber information in this case against the Defendants will be released.

Who Represents Me? The Court has appointed lawyers Jay Edelson of Edelson PC and Scott A. Bursor of Bursor & Fisher, P.A to represent the class. These attorneys are called Class Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer in this case, you may hire one at your expense.

When Will the Court Consider the Proposed Settlement? The Court will hold the Final Approval Hearing at 10:00 a.m. on September 6, 2017, at the Federal Building, Room 100, 200 East Liberty Street, Ann Arbor, Michigan. At that hearing, the Court will: hear any objections concerning the fairness of the Settlement; determine the fairness of the Settlement; decide whether to approve Class Counsel’s request for attorneys’ fees and costs; and decide whether to award each of the two Class Representatives $5,000 from the Settlement Fund for their services in helping to bring and settle this case. Defendants have agreed to pay Class Counsel reasonable attorneys’ fees in an amount to be determined by the Court. Class Counsel is entitled to seek no more than 35% of the Settlement Fund, but the Court may award less than this amount.

How Do I Get More Information? For more information, including the full Notice, Claim Form and Settlement Agreement, go to www.americanmediamagazinesettlement.com, contact the Settlement Administrator at 1-844-363-2454 or Magazine Subscriber Privacy Settlement Administrator, P.O. Box 43494, Providence, RI 02940-9827, or call Class Counsel at 1-866-354-3015.


Exhibit E


KCC Class Action Services

Moeller v. American Media, Inc.

Exclusion Report

Count

5

ClaimID Last Name First Name

10031453301 BRACHULIS KATHERINE

10117256401 HAGERMAN KATHY

10185327001 MANNING REX

10232968001 PIPHER JEANNE

10300173601 TRECHA R J


Exhibit 3


1



Plaintiffs,


Defendants.



DECLARATION OF RAFEY S. BALABANIAN IN SUPPORT OF PLAINTIFFS’ MOTION FOR

FINAL APPROVAL OF CLASS ACTION SETTLEMENT Pursuant to 28 U.S.C. § 1746, I hereby declare and state as follows:

1. I am a citizen of the state of California, and I am over the age of

eighteen years old. I make this declaration based upon personal knowledge unless

otherwise indicated. If called upon to testify as to the matters stated herein, I could

and would competently do so.

2. I make this declaration in support of Plaintiffs’ Motion for Final

Approval of Class Action Settlement.


2

3. I am the Managing Partner at the law firm of Edelson PC, the law firm

that, along with co-counsel, has been retained to represent the named Plaintiffs

Elizabeth Moeller and Nicole Brisson (“Plaintiffs”) in this matter.

The Litigation and Settlement History

4. The Parties first decided to explore the potential of an early resolution

of this matter following Plaintiffs’ submission of their opposition to Defendants’

motion to dismiss, but before Defendants replied in support of the motion.

5. To facilitate settlement discussions, and at the Parties’ request, the

Court extended the briefing schedule on the Defendants’ motion to dismiss (i.e.,

after Plaintiffs filed their opposition brief) so that the Parties could mediate with

the Honorable Wayne R. Andersen, a well-respected retired federal judge now with

JAMS. Despite a full day of mediation and a mediator’s proposal, however, the

Parties remained too far apart and opted to return to litigation.

6. After the Defendants filed their answer and the Court entered a

discovery schedule, Plaintiffs propounded written discovery on the Defendants,

including both interrogatories and requests for the production of documents.

7. Shortly thereafter, the Parties decided to re-engage Judge Andersen

and re-open the possibility of settlement. Over the course of several weeks, Judge

Andersen separately caucused with the Parties at least a dozen times (including on

nights and weekends) and eventually made another mediator’s proposal that was


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accepted by all Parties on March 28, 2017.

Class Counsels’ Estimate of Per-Claimant Recovery

8. Based on the current participation rate, Class Counsel believes that

each claimant will receive approximately $100 in cash as a result of the Settlement,

consistent with their earlier estimates.

Factors Supporting Final Approval

9. Class Counsel are confident in the strength of Plaintiffs’ claims and

their ability to certify an adversarial class. That said, success in this case has never

been a certainty.

10. Indeed, there were several ways that Plaintiffs and the class could

wind up empty-handed. While Plaintiffs defeated Defendants’ two main case-

dispositive arguments—lack of Article III standing and retroactivity of the

PPPA—if litigation continued in this case, Plaintiffs would still face Defendants’

17 affirmative defenses as well as summary judgment issues, including whether

Defendants were selling their subscriptions “at retail.” While Plaintiffs believe that

they would have succeeded on those issues, the Sixth Circuit in Coulter-Owens v.

Time Inc., 2017 WL 2731309 (6th Cir. June 26, 2017) would have made

succeeding on the “at retail” issue more difficult. The Settlement in this case was

reached approximately 3 months prior to the Sixth Circuit’s opinion, which

certainly would have altered the course of the litigation and may have even


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ultimately barred recovery to members of the Settlement Class who subscribed to

Defendants’ publications through third parties.

11. The benefits of the Settlement are clear: it creates a larger settlement

fund for fewer class members resulting in higher per class member recovery

compared to the other three PPPA settlements that have been approved in this

district.

12. Further, Class Counsel are confident that the relief secured here is

exceptional on its own terms. In preparation for the initial mediation and further

negotiations with Judge Andersen, Plaintiffs obtained informal discovery from

Defendants regarding the size of the class and the nature of the disclosures. Armed

with this information and the knowledge acquired from having litigated and settled

other PPPA class actions, Plaintiffs and their counsel had all the information they

needed to reach an informed resolution of this matter.

13. Class Counsel are well-respected members of the plaintiffs’ bar, with

significant skill and experience prosecuting class actions of similar size, scope, and

complexity—particularly in the consumer privacy realm, and including in other

VRPA cases.

14. A true and accurate copy of the Firm Resume of Edelson PC is

attached hereto as Exhibit 3-A.

15. A true and accurate copy of the Firm Resume of Bursor & Fisher,


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P.A.is attached hereto as Exhibit 3-B.

16. Based on Class Counsel’s experience litigating similar consumer class

actions, including those alleging VRPA violations, Class Counsel is of the opinion

that the Settlement is fair, reasonable, and adequate.

17. Class Counsel received one pro se objection in this matter from an

individual (Ms. Peterson), who, based on our review of public records, appears to

be incarcerated and serving multiple life sentences. The objection, however, only

references Ms. Peterson’s subscriptions to magazines that were not published by

the Defendants. In any event, the objection raises three specific objections:

a. First, Ms. Peterson believed that the prospective relief obtained

by the Settlement was of no benefit to her because she is an incarcerated

individual. This is incorrect, as the Settlement—by its terms—protects Ms.

Peterson’s personal data (assuming she did, in fact, subscribe to Defendants’

magazines) like every other class member.

b. Second, Ms. Peterson believed that the Settlement should have

provided credit monitoring protection for victims of identity theft. On our

review, her critique stems from an IRS notice (which she attached to her

objection) she received after two tax returns were filed in her name in 2010.

Based on Class Counsel’s experience in other cases and the informal

discovery reviewed in this case (i.e., with respect to Defendants’ practices),


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the information that the IRS explained would have been used to perpetrate

the fraud—i.e., Ms. Peterson’s “Social Security number (SSN) or Individual

Taxpayer Identification Number (ITIN)”—is not the sort of information

collected and disclosed by magazine companies, including Defendants. Thus,

Ms. Peterson’s belief that Defendants’ disclosures somehow resulted in the

IRS notice she received and her resulting request for credit monitoring is

mistaken.

c. Third, Ms. Peterson appears to object to the amount individuals

are anticipated to receive under the settlement. But as explained in Plaintiffs’

motion for final approval, the monetary result achieved by the Settlement

exceeds most privacy settlements, including those under the PPPA, whether

measured on an aggregate or per-class member basis.

18. As discussed above and throughout Plaintiffs’ motion for final

approval, the Settlement reached in this case was the product of negotiations

conducted at arm’s-length by experienced counsel representing adversarial parties,

and there is absolutely no evidence of fraud or collusion. All negotiations leading

up to the Settlement were made through Judge Andersen, and the Settlement was

reached only as a result of a second proposal by the mediator.

* * *

I declare under penalty of perjury that the foregoing is true and correct.


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Executed this 23rd day of August, 2017 at Chicago, Illinois.

/s/ Rafey S. Balabanian


Exhibit A


EDELSON PC FIRM RESUME

EDELSON PC is a plaintiffs’ class action and commercial litigation firm with attorneys in Illinois and California.

Our attorneys have been recognized as leaders in these fields by state and federal courts, legislatures, national and international media groups, and our peers. Our reputation has led state and federal courts across the country to appoint us lead counsel in many high-profile cases, including in cutting-edge privacy class actions against comScore, Netflix, Time, Microsoft, and Facebook; Telephone Consumer Protection Act class actions against technology, media, and retail companies such as Google, Twentieth Century Fox, Simon & Schuster, and Steve Madden; data security class actions against LinkedIn, Advocate Hospitals, and AvMed; banking cases against Citibank, Wells Fargo, and JP Morgan Chase related to reductions in home equity lines of credit; fraudulent marketing cases against software companies such as Symantec, AVG and Ascentive; mobile content class actions against all major cellular telephone carriers; and product liability cases, including the Thomas the Tank Engine lead paint class actions and the tainted pet food litigation.

We have testified before the United States Senate on class action issues and have repeatedly been asked to work on federal and state legislation involving cellular telephony, privacy, and other consumer issues. Our attorneys have appeared on dozens of national and international television and radio programs, and in numerous national and international publications, discussing our cases and class action and consumer protection issues more generally. Our attorneys speak regularly at seminars on consumer protection and class action issues, and also lecture on class actions at law schools.

PLAINTIFFS’ CLASS AND MASS ACTION PRACTICE GROUP

EDELSON PC is a leader in plaintiffs’ class and mass action litigation, with a focus on consumer technology. Our firm is “known for securing multi-million dollar settlements against tech giants” (Chicago Daily Law Bulletin, September 2013), and has been specifically recognized as “pioneers in the electronic privacy class action field, having litigated some of the largest consumer class actions in the country on this issue.” See In re Facebook Privacy Litig., No. C 10-02389 (N.D. Cal. Dec. 10, 2010) (order appointing us interim co-lead of privacy class action); see also In re Netflix Privacy Litig., No. 11-cv-00379 (N.D. Cal. Aug. 12, 2011) (appointing us sole lead counsel due, in part, to our “significant and particularly specialized expertise in electronic privacy litigation and class actions. . . .”). Law360 has called us a “Titan of the Plaintiffs Bar,” a “Plaintiffs Class Action powerhouse” and a “Privacy Litigation Heavyweight.” We have also been recognized by courts for our uniquely zealous and efficient approach to litigation, which led the then-Chief Judge of the United States Court for the Northern District of Illinois to praise our work as “consistent with the highest standards of the profession” and “a model of what the profession should be. . . .” In re Kentucky Fried Chicken Coupon Marketing & Sales Practices Litig., No. 09-cv-7670, MDL 2103 (N.D. Ill. Nov. 30, 2011). Likewise, in appointing our firm interim co-lead in one of the most high profile banking cases in the country, a federal court pointed to our ability to be “vigorous advocates, constructive problem-solvers, and civil with their adversaries.” In Re JPMorgan Chase Home Equity Line of Credit Litig., No. 10 C 3647 (N.D. Ill. July 16, 2010). After hard fought litigation, that case


EDELSON PC Firm Resume as of July 2017

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settled, resulting in the reinstatement of between $3.2 billion and $4.7 billion in home credit lines.

We have several sub-specialties within our plaintiffs’ class action practice:

Telephone Consumer Protection Act

EDELSON PC has been at the forefront of TCPA litigation for nearly a decade, having secured the groundbreaking Satterfield ruling in the Ninth Circuit applying the TCPA to text messages, Satterfield v. Simon & Schuster, Inc., 569 F.3d 946 (9th Cir. 2009), and the largest (up to $76 million in total monetary relief) TCPA settlement to date. See Birchmeier v. Caribbean Cruise Line, Inc., et al., No. 12-cv-4069 (N.D. Ill.). In addition to numerous settlements—collectively providing over $200 million to consumers—we have over two dozen putative TCPA class actions pending against companies including Santander Consumer USA, Inc., GrubHub, United Student Aid Funds, NCO Financial Systems, and NRG Energy. Representative settlements and ongoing cases include:

• Birchmeier v. Caribbean Cruise Line, Inc., et al., No. 12-cv-4069 (N.D. Ill.): Co-lead counsel in class action alleging that defendant violated federal law by making unsolicited telemarketing calls. Obtained adversarial class certification of nationwide class of approximately 1 million consumers. On the eve of trial, case resulted in the largest TCPA settlement to date, totaling up to $76 million in monetary relief.

• Kolinek v. Walgreen Co., No. 13-cv-4806 (N.D. Ill.): Lead counsel in class action alleging that defendant violated federal law by making unsolicited prescription reminder calls. Won reconsideration of dismissal based upon whether provision of telephone number constituted consent to call. Case settled for $11 million.

• Hopwood v. Nuance Communications, Inc., et al., No. 13-cv-2132 (N.D. Cal.): Lead counsel in class action alleging that defendants violated federal law by making unsolicited marketing calls to consumers nationwide. $9.245 million settlement provided class members option to claim unprecedented relief based upon total number of calls they received. Settlement resulted in some class members receiving in excess of $10,000 each.

• Rojas v CEC, No. 10-cv-05260 (N.D. Ill.): Lead counsel in text spam class action that settled for $19,999,400.

• In re Jiffy Lube Int’l Text Spam Litigation, No. 11-md-2261, 2012 WL 762888 (S.D. Cal.): Co-lead counsel in $35 million text spam settlement.

• Ellison v Steve Madden, Ltd., No. cv 11-5935 PSG (C.D. Cal.): Lead counsel in $10 million text spam settlement.



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• Kramer v. B2Mobile, No. 10-cv-02722-CW (N.D. Cal.): Lead counsel in $12.2 million text spam settlement.

• Wright, et al. v. Nationstar Mortgage, LLC, No. 14-cv-10457 (N.D. Ill.): Co-lead counsel in $12.1 million debt collection call settlement.

• Pimental v. Google, Inc., No. 11-cv-02585 (N.D. Cal.): Lead counsel in class action alleging that defendant co-opted group text messaging lists to send unsolicited text messages. $6 million settlement provides class members with an unprecedented $500 recovery.

• Robles v. Lucky Brand Dungarees, Inc., No. 10-cv-04846 (N.D. Cal.): Lead counsel in $10 million text spam settlement.

• Miller v. Red Bull, No. 12-CV-04961 (N.D. Ill.): Lead counsel in $6 million text spam settlement.

• Woodman v. ADP Dealer Services, No. 2013 CH 10169 (Cir. Ct. Cook Cnty., Ill.): Lead counsel in $7.5 million text spam settlement.

• Lockett v. Mogreet, Inc., No 2013 CH 21352 (Cir. Ct. Cook Cnty., Ill.): Lead counsel in $16 million text spam settlement.

• Lozano v. 20th Century Fox, No. 09-cv-05344 (N.D. Ill.): Lead counsel in class action alleging that defendants violated federal law by sending unsolicited text messages to cellular telephones of consumers. Case settled for $16 million.

• Satterfield v. Simon & Schuster, No. C 06 2893 CW (N.D. Cal.): Co-lead counsel in in $10 million text spam settlement.

• Weinstein v. Airit2me, Inc., No. 06 C 0484 (N.D. Ill): Co-lead counsel in $7 million text spam settlement.

PRIVACY/DATA LOSS

Data Loss/Unauthorized Disclosure of Data

We have litigated numerous class actions involving issues of first impression against Facebook, Apple, Netflix, Sony, Gannett, Redbox, Pandora, Sears, Storm 8, Google, T-Mobile, Microsoft, and others involving failures to protect customers’ private information, security breaches, and unauthorized sharing of personal information with third parties. Representative settlements and ongoing cases include:

• Dunstan v. comScore, Inc., No. 11-cv-5807 (N.D. Ill.): Lead counsel in certified class action accusing Internet analytics company of improper data



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collection practices. The court has finally approved a $14 million settlement.

• Resnick v. Avmed, No. 10-cv-24513 (S.D. Fla.): Lead counsel in data breach case filed against health insurance company. Obtained landmark appellate decision endorsing common law unjust enrichment theory, irrespective of whether identity theft occurred. Case also resulted in the first class action settlement in the country to provide data breach victims with monetary payments irrespective of identity theft.

• In re Netflix Privacy Litig., No. 11-cv-00379 (N.D. Cal.): Sole lead counsel in suit alleging that defendant violated the Video Privacy Protection Act by illegally retaining customer viewing information. Case resulted in a $9 million dollar cy pres settlement that has been finally approved.

• Halaburda v. Bauer Publishing Co., No. 12-cv-12831 (E.D. Mich.); Grenke v. Hearst Communications, Inc., No. 12-cv-14221 (E.D. Mich.); Fox v. Time, Inc., No. 12-cv-14390 (E.D. Mich.): Consolidated actions brought under Michigan’s Preservation of Personal Privacy Act, alleging unlawful disclosure of subscribers’ personal information. In a ground-breaking decision, the court denied three motions to dismiss finding that the magazine publishers were covered by the act and that the illegal sale of personal information triggers an automatic $5,000 award to each aggrieved consumer. In January and July of 2015, final approval was granted to a settlement reached in the Bauer Publishing matter and an adversarial class was certified in the Time case, respectively.

• Standiford v. Palm, No. 09-cv-05719-LHK (N.D. Cal.): Sole lead counsel in data loss class action, resulting in $640,000 settlement.

• In re Zynga Privacy Litig., No. 10-cv-04680 (N.D. Cal.): Appointed co-lead counsel in suit against gaming application designer for the alleged unlawful disclosure of its users' personally identifiable information to advertisers and other third parties.

• In re Facebook Privacy Litig., No. 10-cv-02389 (N.D. Cal.): Appointed co-lead counsel in suit alleging that Facebook unlawfully shared its users’ sensitive personally identifiable information with Facebook’s advertising partners.

• In re Sidekick Litig., No. C 09-04854-JW (N.D. Cal.): Co-lead counsel in cloud computing data loss case against T-Mobile and Microsoft. Settlement provided the class with potential settlement benefits valued at over $12 million.



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• Desantis v. Sears, No. 08 CH 00448 (Cir. Ct. Cook Cnty., Ill.): Lead counsel in injunctive settlement alleging national retailer allowed purchase information to be publicly available through the Internet.

CONSUMER TECHNOLOGY

Fraudulent Software

In addition to the settlements listed below, EDELSON PC has consumer fraud cases pending in courts nationwide against companies such as McAfee, Inc., Avanquest North America Inc., PC Cleaner, AVG, iolo Technologies, LLC, among others. Representative settlements include:

• Drymon v. Cyberdefender, No. 11 CH 16779 (Cir. Ct. Cook Cnty., Ill.): Lead counsel in class action alleging that defendant deceptively designed and marketed its computer repair software. Case settled for $9.75 million.

• Gross v. Symantec Corp., No. 12-cv-00154-CRB (N.D. Cal.): Lead counsel in class action alleging that defendant deceptively designed and marketed its computer repair software. Case settled for $11 million.

• LaGarde v. Support.com, Inc., No. 12-cv-00609-JSC (N.D. Cal.): Lead counsel in class action alleging that defendant deceptively designed and marketed its computer repair software. Case settled for $8.59 million.

• Ledet v. Ascentive LLC, No. 11-CV-294-PBT (E.D. Pa.): Lead counsel in class action alleging that defendant deceptively designed and marketed its computer repair software. Case settled for $9.6 million.

• Webb v. Cleverbridge, Inc., No. 1:11-cv-04141 (N.D. Ill.): Lead counsel in class action alleging that defendant deceptively designed and marketed its computer repair software. Case settled for $5.5 million.

Video Games

EDELSON PC has litigated cases video-game related cases against Activision Blizzard Inc., Electronic Arts, Inc., Google, and Zenimax Media, Inc.

MORTGAGE & BANKING

EDELSON PC has been at the forefront of class action litigation arising in the aftermath of the federal bailouts of the banks. Our suits include claims that certain banks unlawfully suspended home credit lines based on pre-textual reasons, and that certain banks have failed to honor loan modification programs. We achieved the first federal appellate decision in the country recognizing the right of borrowers to enforce HAMP trial plans under state law. The court noted that “[p]rompt resolution of this matter is necessary not



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only for the good of the litigants but for the good of the Country.” Wigod v. Wells Fargo Bank, N.A., 673 F.3d 547, 586 (7th Cir. 2012) (Ripple, J., concurring). Our settlements have restored billions of dollars in home credit lines to people throughout the country. Representative cases and settlements include:

• In re JP Morgan Chase Bank Home Equity Line of Credit Litig., No. 10-cv-3647 (N.D. Ill.): Court appointed interim co-lead counsel in nationwide putative class action alleging illegal suspensions of home credit lines. Settlement restored between $3.2 billion and $4.7 billion in credit to the class.

• Hamilton v. Wells Fargo Bank, N.A., No. 09-cv-04152-CW (N.D. Cal.): Lead counsel in class actions challenging Wells Fargo’s suspensions of home equity lines of credit. Nationwide settlement restores access to over $1 billion in credit and provides industry leading service enhancements and injunctive relief.

• In re Citibank HELOC Reduction Litig., No. 09-cv-0350-MMC (N.D. Cal.): Lead counsel in class actions challenging Citibank’s suspensions of home equity lines of credit. The settlement restored up to $653,920,000 worth of credit to affected borrowers.

• Wigod v. Wells Fargo, No. 10-cv-2348 (N.D. Ill.): In ongoing putative class action, obtained first appellate decision in the country recognizing the right of private litigants to sue to enforce HAMP trial plans.

GENERAL CONSUMER PROTECTION CLASS ACTIONS

We have successfully prosecuted countless class actions against computer software companies, technology companies, health clubs, dating agencies, phone companies, debt collectors, and other businesses on behalf of consumers. In addition to the settlements listed below, EDELSON PC have litigated consumer fraud cases in courts nationwide against companies such as Motorola Mobility, Stonebridge Benefit Services, J.C. Penney, Sempris LLC, and Plimus, LLC. Representative settlements include:

Mobile Content

We have prosecuted over 100 cases involving mobile content, settling numerous nationwide class actions, including against industry leader AT&T Mobility, collectively worth over a hundred million dollars.

• McFerren v. AT&T Mobility, LLC, No. 08-CV-151322 (Fulton Cnty. Super. Ct., Ga.): Lead counsel class action settlement involving 16 related cases against largest wireless service provider in the nation. “No cap” settlement provided virtually full refunds to a nationwide class of



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consumers who alleged that unauthorized charges for mobile content were placed on their cell phone bills.

• Paluzzi v. Cellco Partnership, No. 07 CH 37213 (Cir. Ct. Cook Cnty., Ill.): Lead counsel in class action settlement involving 27 related cases alleging unauthorized mobile content charges. Case settled for $36 million.

• Gray v. Mobile Messenger Americas, Inc., No. 08-CV-61089 (S.D. Fla.): Lead counsel in case alleging unauthorized charges were placed on cell phone bills. Case settled for $12 million.

• Parone v. m-Qube, Inc., No. 08 CH 15834 (Cir. Ct. Cook Cnty., Ill.): Lead counsel in class action settlement involving over 2 dozen cases alleging the imposition of unauthorized mobile content charges. Case settled for $12.254 million.

• Williams v. Motricity, Inc., No. 09 CH 19089 (Cir. Ct. Cook Cnty., Ill.): Lead counsel in class action settlement involving 24 cases alleging the imposition of unauthorized mobile content charges. Case settled for $9 million.

• VanDyke v. Media Breakaway, LLC, No. 08 CV 22131 (S.D. Fla.): Lead counsel in class action settlement alleging unauthorized mobile content charges. Case settled for $7.6 million.

• Gresham v. Cellco Partnership, No. BC 387729 (L.A. Super. Ct., Cal.): Lead counsel in case alleging unauthorized charges were placed on cell phone bills. Settlement provided class members with full refunds.

• Abrams v. Facebook, Inc., No. 07-05378 (N.D. Cal.): Lead counsel in injunctive settlement concerning the transmission of allegedly unauthorized mobile content.

Deceptive Marketing

• Van Tassell v. UMG, No. 1:10-cv-2675 (N.D. Ill.): Lead counsel in negative option marketing class action. Case settled for $2.85 million.

• McK Sales Inc. v. Discover Bank, No. 10-cv-02964 (N.D. Ill.): Lead counsel in class action alleging deceptive marketing aimed at small businesses. Case settled for $6 million.

• Farrell v. OpenTable, No. 11-cv-01785 (N.D. Cal.): Lead counsel in gift certificate expiration case. Settlement netted class over $3 million in benefits.



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• Ducharme v. Lexington Law, No. 10-cv-2763 (N.D. Cal): Lead counsel in CROA class action. Settlement resulted in over $6 million of benefits to the class.

• Pulcini v. Bally Total Fitness Corp., No. 05 CH 10649 (Cir. Ct. Cook Cnty., Ill.): Co-lead counsel in four class action lawsuits brought against two health clubs and three debt collection companies. A global settlement provided the class with over $40 million in benefits, including cash payments, debt relief, and free health club services.

• Kozubik v. Capital Fitness, Inc., 04 CH 627 (Cir. Ct. Cook Cnty., Ill.): Co-lead counsel in state-wide suit against a leading health club chain, which settled in 2004, providing the over 150,000 class members with between $11 million and $14 million in benefits, consisting of cash refunds, full debt relief, and months of free health club membership.

• Kim v. Riscuity, No. 06 C 01585 (N.D. Ill.): Co-lead counsel in suit against a debt collection company accused of attempting to collect on illegal contracts. The case settled in 2007, providing the class with full debt relief and return of all money collected.

• Jones v. TrueLogic Financial Corp., No. 05 C 5937 (N.D. Ill.): Co-lead counsel in suit against two debt collectors accused of attempting to collect on illegal contracts. The case settled in 2007, providing the class with approximately $2 million in debt relief.

• Fertelmeyster v. Match.com, No. 02 CH 11534 (Cir. Ct. Cook Cnty., Ill.): Co-lead counsel in a state-wide class action suit brought under Illinois consumer protection statutes. The settlement provided the class with a collective award with a face value in excess of $3 million.

• Cioe v. Yahoo!, Inc., No. 02 CH 21458 (Cir. Ct. Cook Cnty., Ill.): Co-lead counsel in a state-wide class action suit brought under state consumer protection statutes. The settlement provided the class with a collective award with a face value between $1.6 million and $4.8 million.

• Zurakov v. Register.com, No. 01-600703 (N.Y. Sup. Ct., N.Y. Cnty.): Co-lead counsel in a class action brought on behalf of an international class of over one million members against Register.com for its allegedly deceptive practices in advertising on “coming soon” pages of newly registered Internet domain names. Settlement required Register.com to fully disclose its practices and provided the class with relief valued in excess of $17 million.



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PRODUCTS LIABILITY CLASS ACTIONS

We have been appointed lead counsel in state and federal products liability class settlements, including a $30 million settlement resolving the “Thomas the Tank Engine” lead paint recall cases and a $32 million settlement involving the largest pet food recall in the history of the United States and Canada. Representative settlements include:

• Barrett v. RC2 Corp., No. 07 CH 20924 (Cir. Ct. Cook Cnty., Ill.): Co-lead counsel in lead paint recall case involving Thomas the Tank toy trains. Settlement is valued at over $30 million and provided class with full cash refunds and reimbursement of certain costs related to blood testing.

• In re Pet Food Products Liability Litig., No. 07-2867 (D.N.J.): Part of mediation team in class action involving largest pet food recall in United States history. Settlement provided $24 million common fund and $8 million in charge backs.

INSURANCE CLASS ACTIONS

We have prosecuted and settled multi-million dollar suits against J.C. Penney Life Insurance for allegedly illegally denying life insurance benefits under an unenforceable policy exclusion and against a Wisconsin insurance company for terminating the health insurance policies of groups of self-insureds. Representative settlements include:

• Holloway v. J.C. Penney, No. 97 C 4555 (N.D. Ill.): One of the primary attorneys in a multi-state class action suit alleging that the defendant illegally denied life insurance benefits to the class. The case settled in or around December 2000, resulting in a multi-million dollar cash award to the class.

• Ramlow v. Family Health Plan (Wisc. Cir. Ct., WI): Co-lead counsel in a class action suit challenging defendant’s termination of health insurance to groups of self-insureds. The plaintiff won a temporary injunction, which was sustained on appeal, prohibiting such termination and eventually settled the case ensuring that each class member would remain insured.

MASS/CLASS TORT CASES

Our attorneys are representing classes of student athletes suffering from the long-term effects of concussive and sub-concussive injuries, and were a part of a team of lawyers representing a group of public housing residents in a suit based upon contamination related injuries, a group of employees exposed to second-hand smoke on a riverboat casino, and a class of individuals suing a hospital and national association of blood banks for failure to warn of risks related to blood transfusions. Representative cases and settlements include:



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• In re: National Collegiate Athletic Association Student-Athlete Concussion Injury Litigation, Nos. 13-cv-9116, 16-cv-8727, MDL No. 2492 (N.D. Ill.): Represented lead objector in original MDL proceedings, resulting in the preservation of class members’ right to file class personal injury actions and alteration of class settlement from a claims-made deal worth several hundred thousand to a non-reversionary fund worth $70 million. Presently representing classes of injured NCAA student athletes in newly-created personal injury MDL track.

• Aaron v. Chicago Housing Authority, No. 99 L 11738 (Cir. Ct. Cook Cnty., Ill.): Part of team representing a group of public housing residents bringing suit over contamination-related injuries. Case settled on a mass basis for over $10 million.

• Januszewski v. Horseshoe Hammond, No. 2:00CV352JM (N.D. Ind.): Part of team of attorneys in mass suit alleging that defendant riverboat casino caused injuries to its employees arising from exposure to second-hand smoke.

The firm’s cases regularly receive attention from local, national, and international media. Our cases and attorneys have been reported in the Chicago Tribune, USA Today, the Wall Street Journal, the New York Times, the LA Times, by the Reuters and UPI news services, and BBC International. Our attorneys have appeared on numerous national television and radio programs, including ABC World News, CNN, Fox News, NPR, and CBS Radio, as well as television and radio programs outside of the United States. We have also been called upon to give congressional testimony and other assistance in hearings involving our cases.

GENERAL COMMERCIAL LITIGATION

Our attorneys have handled a wide range of general commercial litigation matters, from partnership and business-to-business disputes to litigation involving corporate takeovers. We have handled cases involving tens of thousands of dollars to “bet the company” cases involving up to hundreds of millions of dollars. Our attorneys have collectively tried hundreds of cases, as well as scores of arbitrations and mediations.

OUR ATTORNEYS

JAY EDELSON is the founder and CEO of EDELSON PC. He has been recognized as one of the nation’s leading class action lawyers, especially in the areas of privacy, technology, and consumer advocacy. His notable cases include ones involving the national banks’ suspensions of home equity lines of credit in the aftermath of the housing collapse, which resulted in the restoration of billions of dollars of consumer credit lines. He has developed much of the positive law under the Telephone Consumer Protection Act, especially in the area of text message spam, resulting in settlements collectively worth over a hundred millions of dollars and earning him the moniker, “the Spam Slammer.” Jay has been recognized as a “pioneer” in the emerging field of electronic privacy, having established key precedent in cases throughout the country and



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reaching some of the most important settlements in this space. Based primarily on his success in bringing consumer technology class actions, the national press has dubbed Jay and his firm the “most feared” litigators in Silicon Valley and, according to the New York Times, tech’s “babyfaced … boogeyman.” The international press has called Jay one of the world’s “profiliertesten (most prominent)” privacy class action attorneys.

In addition to complex defense-side litigation, which he handles only in select cases, Jay also offers strategic support to start-ups, including several that have become national brands.

Jay is a frequent speaker and writer on class action issues, the practice of law more generally, and training and law firm management — the latter earning him recognition by the ABA as one of “the most creative minds in the legal industry”. He is an adjunct professor at Chicago-Kent School of Law, where he has taught seminars on class actions and negotiation. He has written a blog for Thomson Reuters, called Pardon the Disruption, where he focused on ideas necessary to reform and reinvent the legal industry.

RYAN D. ANDREWS is a Partner at EDELSON PC. He presently leads the firm’s complex case resolution and appellate practice group, which oversees the firm’s class settlements, class notice programs, and briefing on issues of first impression.

Ryan has been appointed class counsel in numerous federal and state class actions nationwide that have resulted in over $100 million dollars in refunds to consumers, including: Satterfield v. Simon & Schuster, No. C 06 2893 CW (N.D. Cal.): Ellison v Steve Madden, Ltd., No. cv 11-5935 PSG (C.D. Cal.); Robles v. Lucky Brand Dungarees, Inc., No. 10-cv-04846 (N.D. Cal.); Lozano v. 20th Century Fox, No. 09-cv-05344 (N.D. Ill.): Paluzzi v. Cellco Partnership, No. 07 CH 37213 (Cir. Ct. Cook Cnty., Ill.); and Lofton v. Bank of America Corp., No. 07-5892 (N.D. Cal.).

Representative reported decisions include: Lozano v. Twentieth Century Fox, 702 F. Supp. 2d 999 (N.D. Ill. 2010), Satterfield v. Simon & Schuster, Inc. 569 F.3d 946 (9th Cir. 2009), Kramer v. Autobytel, Inc., 759 F. Supp. 2d 1165 (N.D. Cal. 2010); In re Jiffy Lube Int’l Text Spam Litig., 847 F. Supp. 2d 1253 (S.D. Cal. 2012); Lee v. Stonebridge Life Ins. Co., 289 F.R.D. 292 (N.D. Cal. 2013); and Kristensen v. Credit Payment Servs., 12 F. Supp. 3d 1292 (D. Nev. Mar. 26, 2014).

Ryan graduated from the University of Michigan, earning his B.A., with distinction, in Political Science and Communications. Ryan received his J.D. with High Honors from the Chicago-Kent College of Law and was named Order of the Coif. Ryan has served as an Adjunct Professor of Law at Chicago-Kent, teaching a third-year seminar on class actions. While in law school, Ryan was a Notes & Comments Editor for The Chicago-Kent Law Review, earned CALI awards for the highest grade in five classes, and was a teaching assistant for both Property Law and Legal Writing courses. Ryan externed for the Honorable Joan B. Gottschall in the United State District Court for the Northern District of Illinois.

Ryan is licensed to practice in Illinois state courts, the United States District Court for the Northern District of Illinois, the U.S. Court of Appeals for the Seventh Circuit, and the U.S.



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Court of Appeals for the Ninth Circuit.

RAFEY S. BALABANIAN is the Managing Partner of EDELSON PC. Rafey’s practice focuses upon a wide range of complex consumer class action litigation, as well as general business litigation. In the class action context, Rafey has extensive experience both prosecuting and defending class actions.

On the plaintiff’s side, Rafey has been appointed lead counsel in numerous class actions, and has achieved landmark settlements involving the telecom industry worth hundreds of millions of dollars, including nationwide settlements in the cases Pimental, et al. v. Google, Inc., No. 11-cv-2585 (N.D. Cal.); Van Dyke v. Media Breakaway, LLC, No. 08-cv-22131 (S.D. Fla.); Williams v. Motricity, Inc., et al., No. 09 CH 19089 (Cir. Ct. Cook Cnty., Ill.); and Walker v. OpenMarket, Inc., et al., No. 08 CH 40592 (Cir. Ct. Cook Cnty., Ill.).

Rafey’s plaintiff’s class action practice also focuses on consumer privacy issues and some of his most notable accomplishments include nationwide settlements reached with companies such as Netflix (In re Netflix Privacy Litig., No. 11-cv-379 (N.D. Cal.)) and RockYou (Claridge v. RockYou, Inc., No. 09-cv-6030 (N.D. Cal.)). Rafey also led the effort to secure adversarial class certification of what is believed to be the largest privacy class action in the history of U.S. jurisprudence in the case of Dunstan, et al. v. comScore, Inc., No. 11-cv-5807 (N.D. Ill.).

On the business side, Rafey has counseled clients ranging from “emerging technology” companies, real estate developers, hotels, insurance companies, lenders, shareholders and attorneys. He has successfully litigated numerous multi-million dollar cases, including several “bet the company” cases. And, with respect to the defense of class action, Rafey’s practice focuses mainly on the defense of corporate clients facing wage and hour lawsuits brought under the Fair Labor Standards Act.

Rafey received his J.D. from the DePaul University College of Law in 2005. While in law school, he received a certificate in international and comparative law. A native of Colorado, Rafey received his B.A. in History, with distinction, from the University of Colorado – Boulder in 2002.

CHRISTOPHER L. DORE is a Partner at EDELSON PC where he focuses his practice on emerging consumer technology issues, with his cases relating to online fraud, deceptive marketing, consumer privacy, negative option membership enrollment, and unsolicited text messaging. Chris is also a member of the firm’s Incubation and Startup Development Group wherein he consults with emergent businesses.

Chris has been appointed class counsel in multiple class actions, including one of the largest text-spam settlements under the Telephone Consumer Protection Act, groundbreaking issues in the mobile phone industry and fraudulent marketing, as well as consumer privacy. See Kramer v. Autobytel, Inc., No. 10-cv-02722-CW (N.D. Cal.); Turner v. Storm8, LLC, No. 09-cv-05234 (N.D. Cal.); Standiford v Palm, Inc., No. 09-cv-05719-LHK (N.D. Cal.); and Espinal v. Burger King Corp., No. 09-cv-20982 (S.D. Fla.). In addition, Chris has achieved groundbreaking court decisions protecting consumer rights. Representative reported decisions include: Claridge v.



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RockYou, Inc., 785 F. Supp. 2d 855 (N.D. Cal. 2011); Kramer v. Autobytel, Inc., 759 F. Supp. 2d 1165 (N.D. Cal. 2010); and Van Tassell v. United Marketing Group, LLC, 795 F. Supp. 2d 770 (N.D. Ill. 2011). In total, his suits have resulted in hundreds of millions of dollars to consumers.

Outside of consumer class actions, Chris actively advises technology related startups, including providing compliance and marketing guidance, as well as hands-on concept and business development.

Prior to joining EDELSON PC, Chris worked for two large defense firms in the areas of employment and products liability. Chris graduated magna cum laude from The John Marshall Law School, where he served as the Executive Lead Articles for the Law Review, as well as a team member for the D.M. Harish International Moot Court Competition in Mumbai, India. Chris has since returned to his alma mater to lecture on current issues in class action litigation and negations.

Before entering law school, Chris received his Masters degree in Legal Sociology, graduating magna cum laude from the International Institute for the Sociology of Law, located in Onati, Spain. Chris received his B.A. in Legal Sociology from the University of California, Santa Barbara.

ROGER PERLSTADT is a Partner at EDELSON PC, where he concentrates on appellate and complex litigation advocacy. He has briefed and argued appeals and motions in both federal and state appellate courts.

Prior to joining EDELSON PC, Roger was a law clerk to United States District Court Judge Elaine E. Bucklo, an associate at a litigation boutique in Chicago, and a Visiting Assistant Professor at the University of Florida Levin College of Law. He has published articles on the Federal Arbitration Act in various law reviews.

Roger has been named a Rising Star by Illinois Super Lawyer Magazine four times since 2010.

Roger graduated from the University of Chicago Law School, where he was a member of the University of Chicago Law Review. After law school, he served as a clerk to the Honorable Elaine E. Bucklo of the United States District Court for the Northern District of Illinois.

EVE-LYNN J. RAPP is a Partner at EDELSON PC, where she focuses her practice on consumer technology class actions, with a particular emphasis on cell phone telephony and Telephone Consumer Protection Act (“TCPA”) cases and “negative option” enrollment consumer fraud cases. She also regularly handles plaintiff’s side employment class actions, including federal Fair Labor Stands Act cases and their state law counterparts. Eve is the hiring partner for the firm’s Chicago office.

Eve has helped lead approximately 20 TCPA class actions, including Birchmeier v. Caribbean Cruise Line, Inc. et al., No. 12-cv-04069 (N.D. Ill.), where she secured the largest adversarial TCPA class in this nation’s history. She is also lead counsel in one of the few “Do Not Call” TCPA cases to settle, resulting in a multi-million dollar settlement and affording class members



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with as much as $5,000 individually. Eve has also prosecuted TCPA cases on an individual basis in arbitrations, winning six-figure settlements.

She has led over a half-dozen consumer fraud and “negative option” enrollment cases, against a variety of industries, including e-cigarette sellers, the on-line gaming companies, and electronic and sport products distributors.

Eve is also leading a series of employment class actions involving the cell tower industry, securing a six-figure settlement for the named plaintiff.

In a nationally publicized products liability case, Eve help secure a reversal from the United States Supreme Court, paving the way for hundreds of thousands of people to litigate their claims of deceptive marketing.

In 2015, Eve was selected as an Illinois Emerging Lawyer by Leading Lawyers.

Eve received her J.D. from Loyola University of Chicago-School of Law, graduating cum laude, with a Certificate in Trial Advocacy. During law school, she was an Associate Editor of Loyola’s International Law Review and externed as a “711” at both the Cook County State’s Attorney’s Office and for Cook County Commissioner Larry Suffredin. Eve also clerked for both civil and criminal judges (The Honorable Judge Yvonne Lewis and Plummer Lott) in the Supreme Court of New York. Eve graduated from the University of Colorado, Boulder, with distinction and Phi Beta Kappa honors, receiving a B.A. in Political Science.

Eve is actively involved with the Chicago Lawyers’ Committee for Civil Rights Under Law, Inc.’s Settlement Assistance Project where she represents a number of pro bono clients for settlement purposes.

BENJAMIN H. RICHMAN is the Managing Partner of the Chicago Office of EDELSON PC. He handles plaintiffs’-side consumer class actions, focusing mainly on technology-related cases, represents corporate defendants in class actions, and handles general commercial litigation matters.

On the plaintiff’s side, Ben has brought industry-changing lawsuits involving the marketing practices of the mobile industry, print and online direct advertisers, and Internet companies. He has successfully prosecuted cases involving privacy claims and the negligent storage of consumer data. His suits have also uncovered complex fraudulent methodologies of Web 2.0 companies, including the use of automated bots to distort the value of consumer goods and services. In total, his suits have resulted in hundreds of millions of dollars to consumers.

On the defense side, Ben has represented large institutional lenders in the defense of employment class actions. He also routinely represents technology companies in a wide variety of both class action defense and general commercial litigation matters.

Ben received his J.D. from The John Marshall Law School, where he was an Executive Editor of the Law Review and earned a Certificate in Trial Advocacy. While in law school, Ben served as



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a judicial extern to the Honorable John W. Darrah of the United States District Court for the Northern District of Illinois, in addition to acting as a teaching assistant for Prof. Rogelio Lasso in several torts courses. Ben has since returned to the classroom as a guest-lecturer on issues related to class actions, complex litigation and negotiation. He also lectures incoming law students on the core first year curriculums. Before entering law school, Ben graduated from Colorado State University with a B.S. in Psychology.

Ben is also the director of EDELSON PC’S Summer Associate Program.

ARI J. SCHARG is a Partner at EDELSON PC and leads the firm’s Privacy and Data Security Litigation Group. He handles technology-related class actions, focusing mainly on cases involving privacy and data security issues, including the illegal collection, storage, and disclosure of personal information and text message spam. Ari has been appointed class counsel by state and federal courts in several nationwide class actions, including Fox v. Time, Inc., No. 12-cv-14390 (E.D. Mich. July 27, 2015); Halaburda v. Bauer Publishing Co., No. 12-cv-12831 (E.D. Mich.); Resnick v. Avmed, No. 10-cv-24513 (S.D. Fla.); In re: LinkedIn User Privacy Litigation, No. 5:12-cv-03088 (N.D. Cal.); Coffman v. Glide Talk, Ltd., No. 14 CH 08513 (Cir. Ct. Cook Cnty, Ill.); Webb v. Cleverbridge, et al., No. 11-cv-4141 (N.D. Ill.); Ledet v. Ascentive, No. 11-cv-294 (E.D. Penn.); and Grant v. Commonwealth Edison Company, No. 13-cv-8310 (N.D. Ill.), and was appointed sole-lead class counsel in Loewy v. Live Nation, No. 11-cv-4872 (N.D. Ill.), where the court praised his work as “impressive” and noted that he “understand[s] what it means to be on a team that’s working toward justice.” Ari was selected as an Illinois Rising Star (2013, 2014, 2015) by Super Lawyers. Prior to joining EDELSON PC, Ari worked as a litigation associate at a large Chicago firm, where he represented a wide range of clients including Fortune 500 companies and local municipalities. His work included representing the Cook County Sheriff’s Office in several civil rights cases and he was part of the litigation team that forced Craigslist to remove its “Adult Services” section from its website.

Ari received his B.A. in Sociology from the University of Michigan – Ann Arbor and graduated magna cum laude from The John Marshall Law School where he served as a Staff Editor for THE JOHN MARSHALL LAW REVIEW and competed nationally in trial competitions. During law school, he also served as a judicial extern to The Honorable Bruce W. Black of the U.S. Bankruptcy Court for the Northern District of Illinois.

NINA EISENBERG is an Associate at EDELSON PC where her practice focuses on privacy-related class actions. Nina graduated cum laude with degrees in Politics, Philosophy & Economics and Russian Literature from Pomona College and received my J.D., Order of the Coif, from the University of Virginia School of Law. During law school, Ms. Eisenberg interned for Judge Charles Breyer of the United States District Court for the Northern District of California, working primarily on habeas petitions. Ms. Eisenberg also served as a Dillard Writing Fellow, instructing first year law students in legal research and writing skills.



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LILY HOUGH is an Associate at EDELSON PC where her practice focuses on consumer privacy-related class actions.

Lily received her J.D., cum laude, from Georgetown University Law Center. In law school, Lily served as a Law Fellow for Georgetown’s first year Legal Research and Writing Program and as the Executive Editor of the Georgetown Immigration Law Journal. She participated in D.C. Law Students In Court, one of the oldest clinical programs in the District of Columbia, where she represented tenants in Landlord & Tenant Court and plaintiff consumers in civil matters in D.C. Superior Court. She also worked as an intern at the U.S. Department of State in the Office of the Legal Adviser, International Claims and Investment Disputes (L/CID).

Prior to law school, Lily attended the University of Notre Dame, where she graduated magna cum laude with departmental honors and earned her B.A. in Political Science and was awarded a James F. Andrews Scholarship for commitment to social concerns. She is also a member of the Pi Sigma Alpha and Phi Beta Kappa honor societies.

SYDNEY JANZEN is an Associate at EDELSON PC where her practice focuses on consumer privacy-related class actions.

Sydney received her J.D., cum laude, from The John Marshall Law School. While in law school, she was Executive Justice of the Moot Court Honor Society, a staff editor of The John Marshall Law Review, and a teaching assistant for Contracts and Legal Writing and Civil Procedure. Sydney represented John Marshall at the Pepperdine National Entertainment Law Competition where she was a quarter-finalist and won Best Petitioner’s Brief. Sydney was a 2016 Member of the National Order of Scribes.

Prior to attending law school, Sydney attended DePaul University where she graduated, summa cum laude, with a B.A. in English and French.

J. AARON LAWSON is an Associate at EDELSON PC where his practice focuses on appeals and complex motion practice.

Prior to joining EDELSON PC, Aaron served for two years as a Staff Attorney for the United States Court of Appeals for the Seventh Circuit, handling appeals involving a wide variety of subject matter, including consumer-protection law, employment law, criminal law, and federal habeas corpus. While at the University of Michigan Law School, Aaron served as the Managing Editor for the Michigan Journal of Race & Law, and participated in the Federal Appellate Clinic. In the clinic, Aaron briefed a direct criminal appeal to the United States Court of Appeals for the Sixth Circuit, and successfully convinced the court to vacate his client’s sentence.

DAVID I. MINDELL is an Associate at EDELSON PC where he helps direct a team of attorneys and engineers in investigating and litigating cases involving complex tech fraud and privacy violations. His team’s research has led to lawsuits involving the fraudulent development, marketing, and sale of computer software, unlawful tracking of consumers through mobile-devices and computers, unlawful collection, storage, and dissemination of consumer data,



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mobile-device privacy violations, large-scale data breaches, and the Bitcoin industry. On the other side, David also serves as a consultant to a variety of emerging technology companies.

Prior to joining EDELSON PC, David co-founded several tech, real estate, and hospitality related ventures, including a tech startup that was acquired by a well-known international corporation within its first three years. David has advised tech companies on a variety of legal and strategic business-related issues, including how to handle and protect consumer data. He has also consulted with startups on the formation of business plans, product development, and launch.

While in law school, David was a research assistant for University of Chicago Law School Kauffman and Bigelow Fellow, Matthew Tokson, and for the preeminent cyber-security professor, Hank Perritt at the Chicago-Kent College of Law. David’s research included cyberattack and denial of service vulnerabilities of the Internet, intellectual property rights, and privacy issues.

David has spoken to a wide range of audiences about his investigations and practice.

AMIR MISSAGHI is an Associate at EDELSON PC where he focuses on technology and privacy class actions.

Amir received his J.D. from the Chicago-Kent College of Law, where he was a member of the Moot Court Honor Society and a teaching assistant in Property. Before law school, he attended the University of Minnesota, where he received his B.S. and M.S. in Applied Economics. He then began working at a Fortune 50 company as a programmer and data analyst. During that time Amir started working on his graduate studies in Applied Economics where he focused on analyzing consumer choice in healthcare markets.

BEN THOMASSEN is an Associate at EDELSON PC where he focuses on consumer litigation, with an emphasis on privacy and data breach class actions.

Ben’s work at the firm has achieved significant results for classes of consumers. He has been appointed as class counsel in several high profile cases, including, for example, Harris v. comScore, Inc., No. 11-cv-5807 (N.D. Ill.) (appointed class counsel in case against data analytics company, which is estimated to be the largest privacy class action certified on adversarial basis and resulted in $14MM settlement). Ben has also played critical and leading roles in developing, briefing, and arguing novel legal theories on behalf of his clients, including by delivering the winning oral argument to the Eleventh Circuit in the seminal case of Resnick, et al. v. AvMed, Inc., No. 10-cv-24513 (S.D. Fla.) (appointed class counsel in industry-changing data breach case, which obtained a landmark appellate decision endorsing common law unjust enrichment theory, irrespective of whether identity theft occurred) and recently obtaining certification of a class of magazine subscribers in Coulter-Owens v. Time, Inc., No. 12-cv-14390 (E.D. Mich.) (achieved adversarial certification in privacy case brought by class of magazine subscribers against magazine publisher under Michigan’s Preservation of Personal Privacy Act). His cases have resulted in millions of dollars to consumers.



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Ben graduated magna cum laude from Chicago-Kent College of Law, where he also earned a certificate in Litigation and Alternative Dispute Resolution and was named Order of the Coif. He also served as Vice President of Chicago-Kent’s Moot Court Honor Society and earned (a currently unbroken firm record of) seven CALI awards for receiving the highest grade in Appellate Advocacy, Business Organizations, Conflict of Laws, Family Law, Personal Income Tax, Property, and Torts. In 2017, Ben was selected as an Illinois Emerging Lawyer by Leading Lawyers.

Before settling into his legal career, Ben worked in and around the Chicago and Washington, D.C. areas in a number of capacities, including stints as a website designer/developer, a regular contributor to a monthly Capitol Hill newspaper, and a film projectionist and media technician (with many years experience) for commercial theatres, museums, and educational institutions. Ben received a Master of Arts degree from the University of Chicago and his Bachelor of Arts degree, summa cum laude, from St. Mary’s College of Maryland.

ALEXANDER G. TIEVSKY is an Associate at EDELSON PC, where he concentrates on complex motion practice and appeals in consumer class action litigation.

He received his J.D. from the Northwestern University School of Law, where he graduated from the two-year accelerated J.D. program. While in law school, Alex was Media Editor of the Northwestern University Law Review. He also worked as a member of the Bluhm Legal Clinic’s Center on Wrongful Convictions. Alex maintains a relationship with the Center and focuses his public service work on seeking to overturn unjust criminal convictions in Cook County. Alex’s past experiences include developing internal tools for an enterprise software company and working as a full-time cheesemonger. He received his A.B. in linguistics with general honors from the College of the University of Chicago.

JACOB WRIGHT is an Associate at EDELSON PC where his practice focuses on consumer and privacy-related class actions.

Jacob graduated with honors from the University of Texas at Austin with a degree in Government and Middle Eastern Studies. He received his J.D. cum laude from American University College of Law.

Jacob is a Member of the Equality Illinois Political Action Committee as well as a Next Generation Board Member of La Casa Norte.

SHAWN DAVIS is the Director of Digital Forensics at EDELSON PC, where he leads a technical team in investigating claims involving privacy violations and tech-related abuse. His team’s investigations have included claims arising out of the fraudulent development, marketing, and sale of computer software, unlawful tracking of consumers through digital devices, unlawful collection, storage, and dissemination of consumer data, large-scale data breaches, receipt of unsolicited communications, and other deceptive marketing practices. Prior to joining EDELSON PC, Shawn worked for Motorola Solutions in the Security and Federal Operations Centers as an Information Protection Specialist. Shawn’s responsibilities included



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network and computer forensic analysis, malware analysis, threat mitigation, and incident handling for various commercial and government entities.

Shawn is an Adjunct Industry Associate Professor for the School of Applied Technology at the Illinois Institute of Technology (IIT) where he has been teaching since December of 2013. Additionally, Shawn is a faculty member of the IIT Center for Cyber Security and Forensics Education which is a collaborative space between business, government, academia, and security professionals. Shawn’s contributions aided in IIT’s designation as a National Center of Academic Excellence in Information Assurance by the National Security Agency.

Shawn graduated with high honors from the Illinois Institute of Technology with a Masters of Information Technology Management with a specialization in Computer and Network Security. During graduate school, Shawn was inducted into Gamma Nu Eta, the National Information Technology Honor Society.


Exhibit B


www.bursor.com

FIRM RESUME

8 8 8 S E V E N T H A V E N U E NEW YORK, NY 10019

1 9 9 0 N O R T H C A L I F O R N I A B L V D .

W A L N U T C R E E K , C A 9 4 5 9 6

With offices in New York and California, BURSOR & FISHER lawyers have represented both plaintiffs and defendants in state and federal courts throughout the country.

The lawyers at our firm have an active civil trial practice, having won multi-million

dollar verdicts or recoveries in five of five civil jury trials since 2008. Our most recent trial victory came in August 2013 in Ayyad v. Sprint Spectrum L.P., in which Mr. Bursor served as lead trial counsel and won a jury verdict defeating Sprint’s $1.06 billion counterclaim and securing the class’s recovery of more than $275 million in cash and debt relief.

In Thomas v. Global Vision Products, Inc. (II), we obtained a $50 million jury verdict in favor of a certified class of 150,000 purchasers of the Avacor Hair Regrowth System. The legal trade publication VerdictSearch reported that this was the second largest jury verdict in California in 2009, and the largest in any class action.

The lawyers at our firm have an active class action practice and have won numerous

appointments as class counsel to represent millions of class members, including customers of Verizon Wireless, AT&T Wireless, Cingular Wireless, Sprint, T-Mobile, General Electric, Haier America, and Michaels Stores as well as purchasers of Avacor™, Xenadrine™, and Sensa™ products. Since 2014, our lawyers have certified five consumer classes pursuant to contested class certification motions (see Ebin, Forcellati, In re EZ Seed Litig., Dei Rossi, Melgar infra). Since December 2010, Bursor & Fisher lawyers have been court-appointed Class Counsel or Interim Class Counsel in:

i. O’Brien v. LG Electronics USA, Inc. (D.N.J. Dec. 16, 2010) to represent a

certified nationwide class of purchasers of LG French-door refrigerators, ii. Ramundo v. Michaels Stores, Inc. (N.D. Ill. June 8, 2011) to represent a

certified nationwide class of consumers who made in-store purchases at Michaels Stores using a debit or credit card and had their private financial information stolen as a result,

iii. In re Haier Freezer Consumer Litig. (N.D. Cal. Aug. 17, 2011) to represent a certified class of purchasers of mislabeled freezers from Haier America Trading, LLC,

iv. Loreto v. Coast Cutlery Co. (D.N.J. Sep. 8, 2011) to represent a certified nationwide class of purchasers of knives or tools made by Coast Cutlery,

v. Rodriguez v. CitiMortgage, Inc. (S.D.N.Y. Nov. 14, 2011) to represent a certified nationwide class of military personnel against CitiMortgage for illegal foreclosures,


http://www.bursor.com/

vi. Avram v. Samsung Electronics America, Inc., et al. (D.N.J. Jan. 3, 2012), to represent a proposed nationwide class of purchasers of mislabeled refrigerators from Samsung Electronics America, Inc. and Lowe’s Companies, Inc.,

vii. Rossi v. The Procter & Gamble Co. (D.N.J. Jan. 31, 2012), to represent a certified nationwide class of purchasers of Crest Sensitivity Treatment & Protection toothpaste,

viii. Dzielak v. Whirlpool Corp. et al. (D.N.J. Feb. 21, 2012), to represent a proposed nationwide class of purchasers of mislabeled Maytag Centennial washing machines from Whirlpool Corp., Sears, and other retailers,

ix. In re Sensa Weight Loss Litig. (N.D. Cal. Mar. 2, 2012), to represent a certified nationwide class of purchasers of Sensa weight loss products,

x. In re Sinus Buster Products Consumer Litig. (E.D.N.Y. Dec. 17, 2012) to represent a certified nationwide class of purchasers of Sinus Buster products,

xi. Scott v. JPMorgan Chase & Co., et al. (S.D.N.Y. May 30, 2013) to represent a proposed nationwide class of Chase customers who were allegedly unilaterally enrolled into Chase’s Overdraft Protection service and charged unauthorized fees,

xii. Podobedov v. Living Essentials, LLC (C.D. Cal. Nov. 8, 2013) to represent a proposed nationwide class of purchasers of 5-hour Energy products,

xiii. Ebin v. Kangadis Food Inc. (S.D.N.Y. Feb. 25, 2014) to represent a certified nationwide class of purchasers of Capatriti 100% Pure Olive Oil,

xiv. Forcellati v. Hyland’s, Inc. (C.D. Cal. Apr. 9, 2014) to represent a certified nationwide class of purchasers of children’s homeopathic cold and flu remedies,

xv. Ebin v. Kangadis Family Management LLC, et al. (S.D.N.Y. Sept. 18, 2014) to represent a certified nationwide class of purchasers of Capatriti 100% Pure Olive Oil,

xvi. In re Scotts EZ Seed Litig. (S.D.N.Y. Jan. 26, 2015), to represent a certified class of purchasers of Scotts Turf Builder EZ Seed,

xvii. Dei Rossi v. Whirlpool Corp., et al. (E.D. Cal. Apr. 28, 2015), to represent a certified class of purchasers of mislabeled KitchenAid refrigerators from Whirlpool Corp., Best Buy, and other retailers,

xviii. Hendricks v. StarKist Co. (N.D. Cal. July 23, 2015) to represent a certified nationwide class of purchasers of StarKist tuna products,

xix. In re NVIDIA GTX 970 Graphics Card Litig. (N.D. Cal. May 8, 2015), to represent a proposed nationwide class of purchasers of NVIDIA GTX 970 graphics cards, and

xx. Melgar v. Zicam LLC, et al. (E.D. Cal. March 30, 2016) to represent a certified ten-jurisdiction class of purchasers of Zicam Pre-Cold products.

xxi. In re Trader Joe’s Tuna Litigation (C.D. Cal. December 21, 2016), to represent a nationwide class of purchasers of Trader Joe’s tuna products.

xxii. In re Welspun Litigation (S.D.N.Y. January 26, 2017), to represent a proposed nationwide class of purchasers of Welspun Egyptian cotton bedding products.


SCOTT A. BURSOR Mr. Bursor has an active civil trial practice, having won multi-million verdicts or

recoveries in five of five civil jury trials since 2008. Mr. Bursor’s most recent victory came in August 2013 in Ayyad v. Sprint Spectrum L.P., in which he served as lead trial counsel and won a jury verdict defeating Sprint’s $1.06 billion counterclaim and securing the class’s recovery of more than $275 million in cash and debt relief.

In Thomas v. Global Vision Products, Inc. (2009), the jury returned a $50 million verdict

in favor of the plaintiff and class represented by Mr. Bursor. The legal trade publication VerdictSearch reported that this was the second largest jury verdict in California in 2009.

Class actions are rarely tried to verdict. Other than Mr. Bursor and his partner Mr.

Fisher, we know of no lawyer that has tried more than one class action to a jury. Mr. Bursor’s perfect record of five wins in five class action jury trials, with recoveries ranging from $21 million to $299 million, is unmatched by any other lawyer. Each of these victories was hard-fought against top trial lawyers from the biggest law firms in the United States.

Mr. Bursor graduated from the University of Texas Law School in 1996. He served as

Articles Editor of the Texas Law Review, and was a member of the Board of Advocates and Order of the Coif. Prior to starting his own practice, Mr. Bursor was a litigation associate with Cravath, Swaine & Moore (1996-2000) and Chadbourne & Parke LLP (2001), where he represented large telecommunications, pharmaceutical, and technology companies in commercial litigation.

Mr. Bursor is a member of the state bars of New York, Florida, and California, as well as

the bars of the United States Court of Appeals for the Second Circuit, United States Court of Appeals for the Third Circuit, United States Court of Appeals for the Fourth Circuit, United States Court of Appeals for the Sixth Circuit, United States Court of Appeals for the Ninth Circuit, United States Court of Appeals for the Eleventh Circuit, United States District Courts for the Southern and Eastern Districts of New York, United States District Courts for the Northern, Central, Southern and Eastern Districts of California, the United States District Courts for the Southern and Middle Districts of Florida, and the United States District Court for the Eastern District of Michigan.

Representative Cases

Mr. Bursor was appointed lead or co-lead class counsel to the largest, 2nd largest, and 3rd largest classes ever certified. Mr. Bursor has represented classes including more than 160 million class members, roughly 1 of every 2 Americans. Listed below are recent cases that are representative of Mr. Bursor’s practice:

Mr. Bursor negotiated and obtained court-approval for two landmark settlements in Nguyen v. Verizon Wireless and Zill v. Sprint Spectrum (the largest and 2nd largest classes ever certified). These settlements required Verizon and Sprint to open their wireless networks to third-party devices and applications. These settlements are believed to be the most significant


legal development affecting the telecommunications industry since 1968, when the FCC’s Carterfone decision similarly opened up AT&T’s wireline telephone network.

Mr. Bursor was the lead trial lawyer in Ayyad v. Sprint Spectrum, L.P. representing a class of approximately 2 million California consumers who were charged an early termination fee under a Sprint cellphone contract, asserting claims that such fees were unlawful liquidated damages under the California Civil Code, as well as other statutory and common law claims. After a five-week combined bench-and-jury trial, the jury returned a verdict in June 2008 and the Court issued a Statement of Decision in December 2008 awarding the plaintiffs $299 million in cash and debt cancellation. Mr. Bursor served as lead trial counsel for this class again in 2013 during a month-long jury trial in which Sprint asserted a $1.06 billion counterclaim against the class. Mr. Bursor secured a verdict awarding Sprint only $18.4 million, the exact amount calculated by the class’s damages expert. This award was less than 2% of the damages Sprint sought, less than 6% of the amount of the illegal termination fees Sprint charged to class members, and ensured that the class would recover in excess of $275 million.

Mr. Bursor was the lead trial lawyer in White v. Cellco Partnership d/b/a Verizon Wireless representing a class of approximately 1.4 million California consumers who were charged an early termination fee under a Verizon cellphone contract, asserting claims that such fees were unlawful liquidated damages under the California Civil Code, as well as other statutory and common law claims. In July 2008, after Mr. Bursor presented plaintiffs’ case-in-chief, rested, then cross-examined Verizon’s principal trial witness, Verizon agreed to settle the case for a $21 million cash payment and an injunction restricting Verizon’s ability to impose early termination fees in future subscriber agreements.

Mr. Bursor was the lead trial lawyer in Thomas v. Global Visions Products Inc. Mr. Bursor represented a class of approximately 150,000 California consumers who had purchased the Avacor® hair regrowth system. In January 2008, after a four-week combined bench-and-jury trial. Mr. Bursor obtained a $37 million verdict for the class, which the Court later increased to $40 million.

Mr. Bursor was appointed class counsel and was elected chair of the Official Creditors’ Committee in In re Nutraquest Inc., a Chapter 11 bankruptcy case before Chief Judge Garrett E. Brown, Jr. (D.N.J.) involving 390 ephedra-related personal injury and/or wrongful death claims, two consumer class actions, four enforcement actions by governmental agencies, and multiple adversary proceedings related to the Chapter 11 case. Working closely with counsel for all parties and with two mediators, Judge Nicholas Politan (Ret.) and Judge Marina Corodemus (Ret.), the committee chaired by Mr. Bursor was able to settle or otherwise resolve every claim and reach a fully consensual Chapter 11 plan of reorganization, which Chief Judge Brown approved in late 2006. This settlement included a $12.8 million recovery to a nationwide class of consumers who alleged they were defrauded in connection with the purchase of Xenadrine® dietary supplement products.

Mr. Bursor was the lead trial lawyer in In re: Pacific Bell Late Fee Litigation. After filing the first class action challenging Pac Bell's late fees in April 2010, winning a contested motion to certify a statewide California class in January 2012, and defeating Pac Bell's motion for summary judgment in February 2013, Mr. Bursor obtained final approval of the $38 million


class settlement. The settlement, which Mr. Bursor negotiated the night before opening statements were scheduled to commence, provides for a $20 million cash payment to provide refunds to California customers who paid late fees on their Pac Bell wireline telephone accounts, and includes an injunction that will reduce late fee charges by $18.6 million over 28 months.

L. TIMOTHY FISHER

L. Timothy Fisher has an active practice in consumer class actions and complex business litigation and has also successfully handled a large number of civil appeals.

Mr. Fisher has been actively involved in numerous cases that resulted in multi-million dollar recoveries for consumers and investors. Mr. Fisher has handled cases involving a wide range of issues including nutritional labeling, health care, telecommunications, corporate governance, unfair business practices and consumer fraud. With his partner Scott A. Bursor, Mr. Fisher has tried four class action jury trials, all of which produced successful results. In Thomas v. Global Vision Products, Mr. Fisher obtained a jury award of $50,024,611 — the largest class action award in California in 2009 and the second-largest jury award of any kind.

Mr. Fisher also has significant experience in multidistrict litigation proceedings. Currently, he serves as co-lead counsel in In re 5-Hour Energy Marketing and Sales Practices Litigation, MDL No. 2438 and is a member of the executive committee in In re 100% Grated Parmesan Cheese Marketing and Sales Practices Litigation, MDL No. 2705.

Mr. Fisher was admitted to the State Bar of California in 1997. He is also a member of the bars of the United States Court of Appeals for the Ninth Circuit and the United States District Courts for the Northern, Central, Southern and Eastern Districts of California. Mr. Fisher taught appellate advocacy at John F. Kennedy University School of Law in 2003 and 2004. In 2010, he contributed jury instructions, a verdict form and comments to the consumer protection chapter of Justice Elizabeth A. Baron’s California Civil Jury Instruction Companion Handbook (West 2010). In January 2014, Chief Judge Claudia Wilken of the United States District Court for the Northern District of California appointed Mr. Fisher to a four-year term as a member of the Court’s Standing Committee on Professional Conduct.

Mr. Fisher received his Juris Doctorate from Boalt Hall at the University of California at Berkeley in 1997. While in law school, he was an active member of the Moot Court Board and participated in moot court competitions throughout the United States. In 1994, Mr. Fisher received an award for Best Oral Argument in the first year moot court competition.

In 1992, Mr. Fisher graduated with highest honors from the University of California at Berkeley and received a degree in political science. Prior to graduation, he authored an honors thesis for Professor Bruce Cain entitled “The Role of Minorities on the Los Angeles City Council.” He is also a member of Phi Beta Kappa.

Representative Cases

Thomas v. Global Vision Products, Inc. (Alameda County Superior Court). Mr. Fisher litigated claims against Global Vision Products, Inc. and other individuals in connection with the sale and


marketing of a purported hair loss remedy known as Avacor. The case lasted more than seven years and involved two trials. The first trial resulted in a verdict for plaintiff and the class in the amount of $40,000,000. The second trial resulted in a jury verdict of $50,024,611, which led to a $30 million settlement for the class.

In re Cellphone Termination Fee Cases - Handset Locking Actions (Alameda County Superior Court). Mr. Fisher actively worked on five coordinated cases challenging the secret locking of cell phone handsets by major wireless carriers to prevent consumers from activating them on competitive carriers’ systems. Settlements have been approved in all five cases on terms that require the cell phone carriers to disclose their handset locks to consumers and to provide unlocking codes nationwide on reasonable terms and conditions. The settlements fundamentally changed the landscape for cell phone consumers regarding the locking and unlocking of cell phone handsets.

In re Cellphone Termination Fee Cases - Early Termination Fee Cases (Alameda County Superior Court and Federal Communications Commission). In separate cases that are a part of the same coordinated litigation as the Handset Locking Actions, Mr. Fisher actively worked on claims challenging the validity under California law of early termination fees imposed by national cell phone carriers. In one of those cases, against Verizon Wireless, a nationwide settlement was reached after three weeks of trial in the amount of $21 million. In a second case, which was tried to verdict, the Court held after trial that the $73 million of flat early termination fees that Sprint had collected from California consumers over an eight-year period were void and unenforceable.

Selected Published Decisions

In re 5-hour Energy Marketing and Sales Practices Litigation, 2017 WL 385042 (C.D. Cal. January 24, 2017) (denying motion for summary judgment in case alleging that 5-hour Energy made false and misleading statements regarding its energy drinks).

Strumlauf v. Starbucks Corp., 2016 WL 3361842 (N.D. Cal. June 17, 2016) (denying motion to dismiss case alleging underfilling of Starbucks lattes).

Melgar v. Zicam LLC, 2016 WL 1267870 (E.D. Cal. Mar. 30, 2016) (certifying 10-jurisdiction class of purchasers of cold remedies, denying motion for summary judgment, and denying motions to exclude plaintiff’s expert witnesses).

Salazar v. Honest Tea, Inc., 2015 WL 7017050 (E.D. Cal. Nov. 12. 2015) (denying motion for summary judgment).

Dei Rossi v. Whirlpool Corp., 2015 WL 1932484 (E.D. Cal. Apr. 27, 2015) (certifying California class of purchasers of refrigerators that were mislabeled as Energy Star qualified).

Bayol v. Zipcar, Inc., 78 F.Supp.3d 1252 (N.D. Cal. 2015) (denying motion to dismiss claims alleging unlawful late fees under California Civil Code § 1671).

Forcellati v. Hyland’s, Inc., 2015 WL 9685557 (C.D. Cal. Jan. 12, 2015) (denying motion for summary judgment in case alleging false advertising of homeopathic cold and flu remedies for children).


Bayol v. Zipcar, Inc., 2014 WL 4793935 (N.D. Cal. Sept. 25, 2014) (denying motion to transfer venue pursuant to a forum selection clause).

Forcellati v. Hyland’s Inc., 2014 WL 1410264 (C.D. Cal. Apr. 9, 2014) (certifying nationwide class of purchasers of homeopathic cold and flu remedies for children). Hendricks v. StarKist Co., 30 F.Supp.3d 917 (N.D. Cal. 2014) (denying motion to dismiss in case alleging underfilling of 5-ounce cans of tuna).

Dei Rossi v. Whirlpool Corp., 2013 WL 5781673 (E.D. Cal. October 25, 2013) (denying motion to dismiss in case alleging that certain KitchenAid refrigerators were misrepresented as Energy Star qualified).

Forcellati v. Hyland’s Inc., 876 F.Supp.2d 1155 (C.D. Cal. 2012) (denying motion to dismiss complaint alleging false advertising regarding homeopathic cold and flu remedies for children).

Podobedov v. Living Essentials, LLC, 2012 WL 2513458 (C.D. Cal. March 22, 2012) (denying motion to dismiss in case alleging false and misleading advertising by 5-hour Energy).

Clerkin v. MyLife.com, 2011 WL 3809912 (N.D. Cal. August 29, 2011) (denying defendants’ motion to dismiss in case alleging false and misleading advertising by a social networking company).

In re Cellphone Termination Fee Cases, 186 Cal.App.4th 1380 (2010) (affirming order approving $21 million class action settlement).

Gatton v. T-Mobile USA, Inc., 152 Cal.App.4th 571 (2007) (affirming order denying motion to compel arbitration).

Selected Class Settlements In Re NVIDIA GTX 970 Graphics Chip Litigation (Northern District of California) - $4.5 million class action settlement of claims alleging that a computer graphics card was sold with false and misleading representations concerning its specifications and performance.

Hendricks v. StarKist Co. (Northern District of California) – $12 million class action settlement of claims alleging that 5-ounce cans of tuna were underfilled.

In re Zakskorn v. American Honda Motor Co. Honda (Eastern District of California) – nationwide settlement providing for brake pad replacement and reimbursement of out-of-pocket expenses in case alleging defective brake pads on Honda Civic vehicles manufactured between 2006 and 2011.

Correa v. Sensa Products, LLC (Los Angeles Superior Court) - $9 million settlement on behalf of purchasers of the Sensa weight loss product.

In re Pacific Bell Late Fee Litigation (Contra Costa County Superior Court) - $38.6 million settlement on behalf of Pac Bell customers who paid an allegedly unlawful late payment charge.

In re Haier Freezer Consumer Litigation (Northern District of California) - $4 million settlement, which provided for cash payments of between $50 and $325.80 to class members who purchased the Haier HNCM070E chest freezer.

Thomas v. Global Vision Products, Inc. (Alameda County Superior Court) - $30 million settlement on behalf of a class of purchasers of a hair loss remedy.


Guyette v. Viacom, Inc. (Alameda County Superior Court) - $13 million settlement for a class of cable television subscribers who alleged that the defendant had improperly failed to share certain tax refunds with its subscribers.

JOSEPH I. MARCHESE

Joseph I. Marchese is a Partner with Bursor & Fisher, P.A. Joe focuses his practice on consumer class actions, employment law disputes, and commercial litigation. He has represented corporate and individual clients in a wide array of civil litigation, and has substantial trial and appellate experience.

In 2015, Joe was defense trial counsel for a law firm and several of its partners in a sexual harassment case brought by a former associate of that firm. The plaintiff’s complaint sought $22 million in compensatory and punitive damages. After a 3-week trial in federal court in New York, the jury returned a verdict of not liable for the federal and state law claims. During the trial, the judge also granted defendants’ motion for judgment as a matter of law on the plaintiff’s claims for retaliation and defamation. The jury found liability solely under New York City’s human rights law, awarding only $140,000 in damages.

Joe also has significant experience in multidistrict litigation proceedings. Currently he serves on the Plaintiffs’ Executive Committee in In Re: Blue Buffalo Company, Ltd. Marketing And Sales Practices Litigation, MDL No. 2562.

Joe is admitted to the State Bar of New York and is a member of the bars of the United States District Courts for the Southern District of New York, the Eastern District of New York, and the Eastern District of Michigan, as well as the United States Court of Appeals for the Second Circuit.

Joe graduated from Boston University School of Law in 2002 where he was a member of The Public Interest Law Journal. In 1998, Joe graduated with honors from Bucknell University.

Selected Published Decisions:

Boelter v. Hearst Communications, Inc., --- F. Supp. 3d ---, 2016 WL 3369541 (S.D.N.Y. June 17, 2016), denying publisher’s motion to dismiss its subscriber’s allegations of state privacy law violations in putative class action.

In re Scotts EZ Seed Litigation, 304 F.R.D. 397 (S.D.N.Y. 2015), granting class certification of false advertising and other claims brought by New York and California purchasers of grass seed product.

Marchuk v. Faruqi & Faruqi, LLP, et al., 100 F. Supp. 3d 302 (S.D.N.Y. 2015), granting individual and law firm defendants’ motion for judgment as a matter of law on plaintiff’s claims for retaliation and defamation, as well as for all claims against law firm partners, Nadeem and Lubna Faruqi.


Ebin v. Kangadis Food Inc., 297 F.R.D. 561 (S.D.N.Y. 2014), granting nationwide class certification of false advertising and other claims brought by purchasers of purported “100% Pure Olive Oil” product.

Ebin v. Kangadis Food Inc., 2014 WL 737878 (S.D.N.Y. Feb. 25, 2014), denying distributor’s motion for summary judgment against nationwide class of purchasers of purported “100% Pure Olive Oil” product.

In re Michaels Stores Pin Pad Litigation, 830 F. Supp. 2d 518 (N.D. Ill. 2011), denying retailer’s motion to dismiss its customers’ state law consumer protection and privacy claims in data breach putative class action.

Selected Class Settlements:

In Re: Blue Buffalo Marketing And Sales Practices Litigation, Case No. 14-MD-2562-RWS (E.D. Mo. 2016) – final approval granted for $32 million class settlement to resolve claims of pet owners for alleged false advertising of pet foods.

Rodriguez v. Citimortgage, Inc., Case No. 11-cv-4718-PGG (S.D.N.Y. 2015) – final approval granted for $38 million class settlement to resolve claims of military servicemembers for alleged foreclosure violations of the Servicemembers Civil Relief Act, where each class member was entitled to $116,785 plus lost equity in the foreclosed property and interest thereon.

O’Brien v. LG Electronics USA, Inc., et al., Case No. 10-cv-3733-DMC (D.N.J. 2011) – final approval granted for $23 million class settlement to resolve claims of Energy Star refrigerator purchasers for alleged false advertising of the appliances’ Energy Star qualification.

JOSHUA D. ARISOHN

Joshua D. Arisohn is a Partner with Bursor & Fisher, P.A. Josh has litigated precedent-setting cases in the areas of consumer class actions and terrorism. He participated in the first ever trial to take place under the Anti-Terrorism Act, a statute that affords U.S. citizens the right to assert federal claims for injuries arising out of acts of international terrorism. Josh’s practice continues to focus on terrorism-related matters as well as class actions.

Josh is admitted to the State Bar of New York and is a member of the bars of the United States District Courts for the Southern District of New York and the Eastern District of New York.

Josh previously practiced at Dewey & LeBoeuf LLP and DLA Piper LLP. He graduated from Columbia University School of Law in 2006, where he was a Harlan Fiske Stone Scholar, and received his B.A. from Cornell University in 2002. Josh has been honored as a 2015 and 2016 Super Lawyer Rising Star.



Perez v. Monster Inc., 149 F. Supp. 3d 1176 (N.D. Cal. 2016), denying defendants’ motion to dismiss claims that manufacturer and retailer of HDMI cables fraudulently represented the need for high bandwidths.

Morris v. SolarCity Corp., 2016 WL 1359378 (N.D. Cal. Apr. 4, 2016), denying defendant’s motion to dismiss claims that solar company illegally called consumers using an artificial or prerecorded voice and an automatic telephone dialing system.

Boelter v. Hearst Commc'ns, Inc., 192 F. Supp. 3d 427 (S.D.N.Y. 2016), denying defendant’s motion to dismiss and finding that the Michigan Video Rental Privacy Act does not violate the First Amendment.

Edwards v. Oportun, Inc., 193 F. Supp. 3d 1096 (N.D. Cal. 2016), denying defendant’s motion dismiss and rejecting its argument that providing a class representative with a cashier’s check for his individual damages mooted his individual and class claims.

JOEL D. SMITH

Joel D. Smith is a partner with Bursor & Fisher, P.A. Joel’s practice focuses on consumer class actions and complex litigation. He has substantial experience in trial and appellate courts across the nation.

Prior to joining Bursor & Fisher, Joel was a litigator at Crowell & Moring, where he represented Fortune 500 companies, privately-held businesses, and public entities in commercial litigation and nationwide class actions. While at Crowell & Moring, Joel litigated some of the firm’s most high-profile matters, including several class actions alleging deceptive sales practices with respect to Apple iPhones and iPads, and a class action seeking to hold U.S. energy companies accountable for global warming.

Joel received both his undergraduate and law degrees from the University of California at Berkeley. While at Berkeley School of Law, he was a member of the California Law Review, received several academic honors, externed for the California Attorney General’s office and published an article on climate change policy and litigation.

Joel is admitted to the State Bar of California, as well as the United States Courts of Appeals for the Second, Third and Ninth Circuits, and the Northern, Central, Southern and Eastern Districts of California.


In re 5-Hour ENERGY Marketing & Sales Practices Litig., 2017 WL 385042 (C.D. Cal. Jan. 24, 2017), denying motion for partial summary judgment in putative class action against the makers of 5-Hour ENERGY® products.


Mbazomo v. Etourandtravel, Inc., 2016 WL 7165693 (E.D. Cal. Dec. 8, 2016), denying motion to dismiss in putative class action alleging unlawful calls under the Telephone Consumer Protection Act.

Brenner v. Procter & Gamble, Co., 2016 WL 8192946 (C.D. Cal. Oct. 20, 2016), denying motion to dismiss in putative class action alleging false and misleading labeling on Pampers baby wipes.

SARAH N. WESTCOT

Sarah N. Westcot is an Associate with Bursor & Fisher, P.A. Ms. Westcot focuses her practice on complex business litigation and consumer class actions. Prior to joining Bursor & Fisher, Ms. Westcot litigated civil actions as an attorney with Bay Area Legal Aid in San Jose, CA.

Ms. Westcot served as trial counsel with Mr. Bursor in Ayyad v. Sprint Spectrum L.P.,

and helped to win a jury verdict defeating Sprint’s $1.06 billion counterclaim and securing the class’s recovery of more than $275 million in cash and debt relief.

Ms. Westcot is admitted to the State Bar of California and is a member of the bars of the

United States District Courts for the Northern, Central, Southern, and Eastern Districts of California.

Ms. Westcot received her Juris Doctor from the University of Notre Dame Law School in

2009. During her third year of law school, Ms. Westcot worked as a law clerk with the local public defender’s office representing juvenile clients in criminal hearings. She graduated with honors from the University of Florida in 2005.

NEAL J. DECKANT

Neal J. Deckant is an Associate with Bursor & Fisher, P.A. Neal focuses his practice on complex business litigation, consumer class actions, and employment law disputes. Prior to joining Bursor & Fisher, Neal counseled low-income homeowners facing foreclosure in East Boston.

In 2015, Neal was defense trial counsel for a law firm and several of its partners in a sexual harassment case brought by a former associate of that firm. The plaintiff’s complaint sought $22 million in compensatory and punitive damages. After a 3-week trial in federal court in New York, the jury returned a verdict of not liable for the federal and state law claims. During the trial, the judge also granted defendants’ motion for judgment as a matter of law on the plaintiff’s claims for retaliation and defamation. The jury found liability solely under New York City’s human rights law, awarding only $140,000 in damages.

Neal is admitted to the State Bar of New York and is a member of the bars of the United States District Court for the Southern District of New York, the United States District Court for the Eastern District of New York, and the bars of the United States Courts of Appeals for the Second and Ninth Circuits.


Neal received his Juris Doctor from Boston University School of Law in 2011, graduating cum laude with two Dean’s Awards. During law school, Neal served as a Senior Articles Editor for the Review of Banking and Financial Law, where he authored two published articles about securitization reforms, both of which were cited by the New York Court of Appeals, the highest court in the state. Neal was also awarded Best Oral Argument in his moot court section, and he served as a Research Assistant for his Securities Regulation professor. Neal has also been honored as a 2014 and 2015 Super Lawyers Rising Star. In 2007, Neal graduated with Honors from Brown University with a dual major in East Asian Studies and Philosophy.


Duran v. Obesity Research Institute, LLC, 204 Cal. Rptr. 3d 896 (Cal. Ct. App. 2016), reversing and remanding final approval of a class action settlement on appeal, regarding allegedly mislabeled dietary supplements, in connection with a meritorious objection.





In Re NVIDIA GTX 970 Graphics Chip Litigation, Case No. 15-cv-00760-PJH (N.D. Cal. Dec. 7, 2016) – final approval granted for $4.5 million class action settlement to resolve claims that a computer graphics card was allegedly sold with false and misleading representations concerning its specifications and performance.

Hendricks v. StarKist Co., 2016 WL 5462423 (N.D. Cal. Sept. 29, 2016) – final approval granted for $12 million class action settlement to resolve claims that 5-ounce cans of tuna were allegedly underfilled.

In re: Kangadis Food Inc., Case No. 8-14-72649 (Bankr. E.D.N.Y. Dec. 17, 2014) – class action claims resolved for $2 million as part of a Chapter 11 plan of reorganization, after a corporate defendant filed for bankruptcy, following claims that its olive oil was allegedly sold with false and misleading representations.


Selected Publications:

Neal Deckant, X. Reforms of Collateralized Debt Obligations: Enforcement, Accounting and Regulatory Proposals, 29 Rev. Banking & Fin. L. 79 (2009) (cited in Quadrant Structured Products Co., Ltd. v. Vertin, 16 N.E.3d 1165, 1169 n.8 (N.Y. 2014)).

Neal Deckant, Criticisms of Collateralized Debt Obligations in the Wake of the Goldman Sachs Scandal, 30 Rev. Banking & Fin. L. 407 (2010) (cited in Quadrant Structured Products Co., Ltd. v. Vertin, 16 N.E.3d 1165, 1169 n.8 (N.Y. 2014); Lyon Village Venetia, LLC v. CSE Mortgage LLC, 2016 WL 476694, at *1 n.1 (Md. Ct. Spec. App. Feb. 4, 2016); Ivan Ascher, Portfolio Society: On the Capitalist Mode of Prediction, at 141, 153, 175 (Zone Books / The MIT Press 2016)).

YITZCHAK KOPEL

Yitzchak Kopel is an Associate with Bursor & Fisher, P.A. Yitz focuses his practice on consumer class actions, employment law disputes, and complex business litigation. He has represented corporate and individual clients before federal and state courts, as well as in arbitration proceedings.

In 2015, Yitz was plaintiffs’ counsel in a certified class action in the United States District Court for the Southern District of New York in a false advertising action against an olive oil manufacturer. After the Defendant’s motion for summary judgment was denied, the parties entered into a multi-million dollar class settlement.

Yitz also provides pro bono representation for refugees in deportation proceedings.

Yitz is admitted to the State Bars of New York and New Jersey, the bar of the United States Court of Appeals for the Eleventh Circuit, and the bars of the United States District Courts for the Southern District of New York, Eastern District of New York, Eastern District of Missouri, and District of New Jersey.

Yitz received his Juris Doctorate from Brooklyn Law School in 2012, graduating cum laude with two Dean’s Awards. During law school, Yitz served as an Articles Editor for the Brooklyn Law Review and worked as a Law Clerk at Shearman & Sterling. In 2009, Yitz graduated cum laude from Queens College with a B.A. in Accounting.


Ward v. TheLadders.com, Inc., 3 F. Supp. 3d 151 (S.D.N.Y. 2014), denying online job board’s motion to dismiss its subscribers’ allegations of consumer protection law violations in putative class action.

Brady v. Basic Research, L.L.C., 101 F. Supp. 3d 217 (E.D.N.Y. 2015), denying diet pill manufacturers’ motion to dismiss its purchasers’ allegations for breach of express warranty in putative class action.






FREDERICK J. KLORCZYK III

Frederick J. Klorczyk III is an Associate with Bursor & Fisher, P.A. Fred focuses his practice on complex business litigation, consumer class actions, and employment law disputes.

In 2014, Fred served on the litigation team in Ebin v. Kangadis Food Inc. At class certification, Judge Rakoff adopted Fred’s choice of law fraud analysis and research directly into his published decision certifying a nationwide fraud class. Fred was also an instrumental member of the litigation team led that challenged this defendant’s Chapter 11 filing as a sham. After contesting plan confirmation in the bankruptcy court, the class action claims were resolved for $2 million as part of a Chapter 11 plan of reorganization.

Fred is admitted to the State Bars of New York and New Jersey, the bars of the United States District Courts for the Southern District of New York, Eastern District of New York, and District of New Jersey, and the bar of the United States Court of Appeals for the Second Circuit.

Fred received his Juris Doctor from Brooklyn Law School in 2013, graduating magna cum laude with two CALI Awards for the highest grade in his classes on criminal law and conflict of laws. During law school, Fred served as an Associate Managing Editor for the Brooklyn Journal of Corporate, Financial and Commercial Law and as an intern to the Honorable Alison J. Nathan of the United States District Court for the Southern District of New York and the Honorable Janet Bond Arterton of the United States District Court for the District of Connecticut. In 2010, Fred graduated from the University of Connecticut with a B.S. in Finance.


Porter v. NBTY, Inc., 2016 WL 6948379 (N.D. Ill. Nov. 28, 2016), denying supplement manufacturer’s motion to dismiss consumers’ allegations of false advertising relating to whey protein content.


Weisblum v. Prophase Labs, Inc., 88 F. Supp. 3d. 282 (S.D.N.Y. 2015), denying supplement manufacturer’s motion to dismiss consumers’ allegations of false advertising relating to a homeopathic cold product.



Ebin v. Kangadis Food Inc., Case No. 13-4775 (2d Cir. Apr. 15, 2015), denying olive oil manufacturer’s Rule 23(f) appeal following grant of nationwide class certification.




In Re: Blue Buffalo Marketing And Sales Practices Litigation, Case No. 14-MD-2562-RWS (E.D. Mo. 2016), granting final approval of $32 million class settlement to resolve claims of pet owners for alleged false advertising of pet foods.

In re: Kangadis Food Inc., Case No. 8-14-72649 (Bankr. E.D.N.Y. Dec. 17, 2014), resolving class action claims for $2 million as part of a Chapter 11 plan of reorganization, after a corporate defendant filed for bankruptcy following the certification of nationwide claims alleging that its olive oil was sold with false and misleading representations.

YEREMEY O. KRIVOSHEY

Yeremey O. Krivoshey is an Associate with Bursor & Fisher, P.A. Yeremey focuses his practice on class actions involving false advertising, fraud, illegal fees in consumer contracts, invasion of privacy, and unlawful debt collection practices. He has represented clients in a wide array of civil litigation, including appeals before the Ninth Circuit.

Yeremey is admitted to the State Bar of California. He is also a member of the bars of the United States Court of Appeals for the Ninth Circuit and the United States District Courts for the Northern, Central, Southern, and Eastern Districts of California.


Yeremey graduated from New York University School of Law in 2013, where he was a Samuel A. Herzog Scholar. Prior to Bursor & Fisher, P.A., Yeremey worked as a Law Clerk at Vladeck, Waldman, Elias & Engelhard, P.C, focusing on employment discrimination and wage and hour disputes. In law school, he has also interned at the American Civil Liberties Union and the United States Department of Justice. In 2010, Yeremey graduated cum laude from Vanderbilt University.


Bayol v. Zipcar, Inc., 2014 WL 4793935 (N.D. Cal. Sept. 25, 2014), denying enforcement of forum selection clause based on public policy grounds.

Bayol v. Zipcar, Inc., 78 F. Supp. 3d 1252 (N.D. Cal. Jan. 29, 2015), denying car-rental company’s motion to dismiss its subscriber’s allegations of unlawful late fees.

Brown v. Comcast Corp., Case No. 5:16-cv-264-AB-SP (C.D. Cal. Aug. 12, 2016), denying internet service provider’s motion to compel arbitration of claims alleged under the Telephone Consumer Protection Act.

Brown v. Comcast Corp., Case No. 5:16-cv-264-AB-SP (C.D. Cal. Oct. 20, 2016), denying internet service provider’s motion to stay litigation pending appeal of denial of motion to compel arbitration.

Horanzy v. Vemma Nutrition Co., Case No. 15-cv-298-PHX-JJT (D. Ariz. Apr. 16, 2016), denying multi-level marketer’s and its chief scientific officer’s motion to dismiss their customer’s fraud claims.

Salazar v. Honest Tea, Inc., 2015 WL 7017050 (E.D. Cal. Nov. 12. 2015), denying manufacturer’s motion for summary judgment as to customer’s false advertising claims.


Retta v. Millennium Prods., Inc., Case No. 15-cv-1801-PSG-AJW (C.D. Cal. Jan. 31, 2017) granting preliminary approval for $8.25 million settlement to resolve claims of bottled tea purchasers for alleged false advertising.

PHILIP L. FRAIETTA

Philip L. Fraietta is an Associate with Bursor & Fisher, P.A. Phil focuses his practice on complex business litigation, consumer class actions, and employment law disputes.

In 2015, Phil was a member of a defense trial team for a law firm and several of its partners in a sexual harassment case brought by a former associate of that firm. The plaintiff’s complaint sought $22 million in compensatory and punitive damages. After a 3-week trial in federal court in New York, the jury returned a verdict of not liable for the federal and state law claims. During the trial, the judge also granted defendants’ motion for judgment as a matter of


law on the plaintiff’s claims for retaliation and defamation. The jury found liability solely under New York City’s human rights law, awarding only $140,000 in damages.

Phil is admitted to the State Bars of New York and New Jersey, the bars of the United States District Courts for the Southern District of New York, Eastern District of New York, the District of New Jersey, the Eastern District of Michigan and the United States Court of Appeals for the Second Circuit. Phil was a Summer Associate with Bursor & Fisher prior to joining the firm.

Phil received his Juris Doctor from Fordham University School of Law in 2014, graduating cum laude. During law school, Phil served as an Articles & Notes Editor for the Fordham Law Review, and published two articles. In addition, Phil received the Addison M. Metcalf Labor Law Prize for the highest grade in his graduating class in the Labor Law course, and received the highest grade in his Anti-Discrimination Law & Policy course. In 2011, Phil graduated cum laude from Fordham University with a B.A. in Economics.


Edwards v. Hearst Communications, Inc., --- F. Supp. 3d ---, 2016 WL 3369541 (S.D.N.Y. June 17, 2016), denying publisher’s motion to dismiss its subscriber’s allegations of state privacy law violations in putative class action.

Porter v. NBTY, Inc., 2016 WL 6948379 (N.D. Ill. Nov. 28, 2016), denying supplement manufacturer’s motion to dismiss consumers’ allegations of false advertising relating to whey protein content.

Boelter v. Advance Magazine Publishers Inc., -- F. Supp. 3d --, 2016 WL 5478468 (S.D.N.Y. Sept. 28, 2016), denying publisher’s motion to dismiss its subscriber’s allegations of state privacy law violations in putative class action.

THOMAS A. REYDA

Thomas Reyda is an Associate with Bursor & Fisher, P.A. Thomas focuses his practice on complex business litigation and consumer class actions.

Thomas is admitted to the State Bar of California and is a member of the bar of the

United States District Courts for the Northern California. Thomas received his Juris Doctorate from Berkeley Law School in 2016. During law

school Mr. Reyda worked as a Law Clerk at Kershaw Cutter & Ratinoff, LLP. In 2012, Mr. Reyda graduated from the Colorado College with a B.A. in International Political Economy.


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