LAUGHLIN v. WALDIS

*NOT FOR PUBLICATION*

UNITED STATES DISTRICT COURT

DISTRICT OF NEW JERSEY

_______________________________________

IN RE SYNCHRONOSS TECHNOLOGIES, Lead Case No. 20-07150 (FLW)

INC. STOCKHOLDER DERIVATIVE

DEMAND REFUSED LITIGATION (Consolidated with Case No. 3:20-cv-07224)

THIS DOCUMENT RELATES TO: OPINION

ALL ACTIONS

WOLFSON, Chief Judge:

Presently before the Court is an unopposed motion to approve the final settlement

agreement (“Settlement Agreement”) between Plaintiff-shareholders and nominal defendant

Synchronoss Technologies, Inc. (“Synchronoss”). Through the settlement, Synchronoss agrees to,

among other things, institute corporate governance reforms and pay $800,000 in attorney’s fees

and expenses. For the following reasons, the Court approves the Settlement Agreement in all

respects, including an award to Plaintiffs’ counsel in the amount of $800,000 in attorney’s fees

and expenses.

I. FACTUAL BACKGROUND

Synchronoss, a Delaware corporation, is a mobile technology service company that

provides mobility solutions to service providers and enterprises on the cloud platform and

software-based applications for connected devices. Decl. of Laurence M. Rosen. ¶9 (“Rosen

Decl.”). During the time of the alleged misconduct, Synchronoss was divided into two business

segments. Id. First, the Activation Business, gave cellphone providers software licenses to allow

consumers to activate newly purchased cellphones and provided these phones with data storage

and backup functions. Id. Second, the Cloud Services Business, allowed users to store, manage,

and process data without having to store the data on local servers or personal computers. Id.

Plaintiffs brought shareholder derivative actions on behalf of nominal defendant

Synchronoss and against certain current and former directors and officers, alleging that these

directors and officers: “(i) caused the Company to divest itself of the profitable Activation

Business on unfavorable terms to the Company’s “friends and family”; (ii) engaged in improper

accounting practices with respect to revenue recognition, which ultimately required the Company

to restate its public financial disclosures; (iii) made false and misleading statements to the investing

public regarding the aforementioned divestiture and accounting practices; (iv) engaged in insider

sales of the Company’s stock while the Company’s stock price was allegedly artificially inflated;

and (v) caused the Company to sell a valuable subsidiary and agree to a private investment in a

public equity deal on unfavorable terms to preempt a proxy contest, thereby breaching their

fiduciary duties owed to Synchronoss.” Id. ¶10.

II. PROCEDURAL HISTORY

A. The Related Securities Action

Synchronoss, as well as certain former officers, were named as defendants in a securities

fraud class action (“Securities Action”). In re Synchronoss., Inc. Sec. Litig., No. 3:17-cv-02978

(D.N.J.). On November 6, 2018, the Securities Action defendants moved to dismiss the action.

Rosen Decl. ¶13. On June 28, 2019, this Court granted the motion to dismiss and gave leave to

lead plaintiff to replead. Id. On August 14, 2019, the lead plaintiff filed a Second Amended Class

Action Complaint, which defendants moved to dismiss. Id. ¶14. On May 29, 2020, this Court

granted in part and denied in part defendants’ motion to dismiss. Id. On October 30, 2020, the

lead plaintiff filed a motion for class certification. Id. ¶15. Thereafter, that matter was reassigned

to the Hon. Zahid N. Quraishi, U.S.D.J., and on June 30, 2021, Judge Quraishi stayed the Securities

Action to allow the parties to effectuate a settlement. Id. ¶16; In re Synchronoss., Inc. Sec. Litig.,

No. 3:17-cv-02978, ECF No. 156 (D.N.J. June 24, 2021). Judge Quraishi preliminarily approved

a settlement, and then gave final approval on December 8, 2021. Id.; In re Synchronoss., Inc. Sec.

Litig., No. 3:17-cv-02978, ECF No. 173 (D.N.J. Dec. 8, 2021).

B. The Related Federal Derivative Actions

There are four related shareholder derivative actions that were filed between September

15, 2017, and October 30, 2017, captioned: Thieffry v. Waldis, et al., Civil Action No. 17-cv-07173

(D.N.J. filed Sept. 15, 2017); Laughlin v. Waldis, et al., Civil Action No. 17-cv-09039 (D.N.J.

filed Oct. 24, 2017); LeBoeuf v. Waldis, et al., Civil Action No. 17-cv-09766 (D.N.J. filed Oct. 27,

2017); and Coltrane v. Waldis, et al., Civil Action No. 17-cv-10062 (D.N.J. filed Oct. 30, 2017).

Id. ¶17. On May 23, 2018, the Court consolidated these actions, and appointed plaintiff LeBoeuf

as lead Plaintiff. Id. Plaintiff LeBeouf designated the complaint in LeBoeuf v. Waldis as the

operative complaint. Id. ¶18. Three years later, on April 30, 2021, the Court granted defendants’

motion to dismiss the actions. Id. ¶20. On May 28, 2021, plaintiff LeBoeuf filed a notice of

appeal. Id. ¶21.1

C. This Demand Refused Action

Meanwhile, on August 3, 2018, plaintiff Thieffry issued a pre-suit litigation demand on the

Board, separate from her pending derivative action, to investigate alleged misconduct that was

later alleged in this action. Id. ¶22. On August 6, 2018, plaintiff Laughlin, separate from his

1 That appeal has been stayed by the Third Circuit pending this settlement approval. In re

Synchronoss Technologies, No. 21-2055, ECF No. 12 (3d Cir. Aug. 18, 2021).

pending derivative action, did the same. Id. ¶23. On July 9, 2019, the Synchronoss Board

informed both plaintiffs separately that it would not pursue legal action. Id.

On June 11, 2020, plaintiff Laughlin commenced this action derivatively on behalf of

Synchronoss by filing another complaint, which alleged that his demand was wrongfully refused

by the Board. Id. ¶26. Plaintiff Thieffry filed a similar action on June 12, 2020. Id. ¶27. On

August 27, 2020, the Court granted the stipulation by the parties to consolidate these two actions.

Id. ¶28. On October 20, 2020, the Court entered an order appointing Laughlin and Thieffry co-

lead plaintiffs and The Rosen Law Firm, P.A., and Johnson Fistel, LLP, as co-lead counsel in the

Demand Refused Action. Id. ¶29. On December 4, 2020, co-lead Plaintiffs Laughlin and Thieffry

filed a consolidated amended complaint. Id. ¶30. On February 3, 2021, the defendants filed a

motion to dismiss the amended complaint. Id. On July 14, 2021, this Court stayed this action for

45 days to afford the parties time to finalize a settlement. Id. ¶31.

D. The Delaware Derivative Action

On March 7, 2019, plaintiffs Daniel and Solis filed a shareholder derivative action in

Delaware, Daniel, v. Waldis, No. 2019-0189 (Del. Ch.). Rosen Decl. ¶32. On April 17, 2019,

plaintiff LeBoeuf filed a motion to intervene and stay the Delaware action. Id. ¶33. Counsel for

plaintiff LeBoeuf and the Delaware parties met and agreed to temporarily stay the action pending

a ruling on the motion to dismiss in the federal derivative action. Id.

E. Settlement Negotiations

In early 2021, the parties agreed to participate in a mediation to resolve the derivative

actions. Id. ¶35. The parties, including the parallel securities action plaintiffs, attended their first

mediation session before a mediator on May 7, 2021. Id. ¶36. This session ended without a

resolution. Id. The parties continued exchanging proposals and counterproposals into June, and

ultimately attended a second mediation session on June 11, 2021. Id. ¶38. The negotiating parties

did not reach an agreement at that session, but continued discussing settlement possibilities in the

following days. Id. On June 17, 2021, the mediator offered a double-blind proposal of $800,000

for the fee and expense amount. Melnick Decl. ¶10. On June 18, 2021, the parties accepted the

mediator’s proposal. Id. ¶11. The parties eventually agreed to material terms of the settlement,

which were memorialized in a settlement Term Sheet executed on June 24, 2021. Rosen Decl.

¶39. On September 9, 2021, the parties thereafter finalized documentation of the terms of the

settlement in a stipulation. Id.; Stipulation of Settlement (“Stipulation” or “Stip.”), ECF No. 29.

On September 14, 2021, this Court granted preliminary approval of the Settlement Agreement,

approved the form and manner of providing notice (“Notice”) of the Settlement to Synchronoss

shareholders, and initially set November 30, 2021, as the hearing date for final approval of the

Settlement Agreement. ECF No. 31.

On November 4, 2021, this Court amended certain dates within the Preliminary Approval

Order, including the hearing date for final approval of the Settlement Agreement, from November

30, 2021, to December 13, 2021. ECF No. 35 (“Amended Order”). Pursuant to the Order,

Synchronoss posted a Summary Notice in the online version of Investor’s Business Daily, filed a

Current Report on Form 8-K with the SEC, which included an accompanying press release and

had the Notice and Stipulation attached, and posted the Notice and Stipulation to the Company’s

investor relations page of its website. Rosen Decl. ¶42; Declaration of Harvey Bartle IV, Esq. in

Support of Final Approval of Proposed Settlement (“Bartle Decl.”), ECF No. 38 ¶3. The Notice

and Summary Notice directed objections to be filed by December 3, 2021. Rosen Decl. ¶43. No

objections were filed by that date. ECF No. 42.

III. TERMS OF SETTLEMENT

Broadly, the settlement agreement requires changes to the following: (1) the Board of

Directors, (2) the Disclosure Committee, (3) the duties of the Chief Compliance Officer, (4) the

Audit Committee, (5) Board oversight of stock repurchases, (6) conduct of internal audits, (7)

related party transactions, (8) the insider trading policy, and (8) reports of executives at Board

meetings. Rosen Decl. Id. ¶¶ 44-63. See Stip. These terms will be discussed more fully, infra.

Most importantly, the Settlement Agreement will ensure: “(i) the Company’s disclosures

are accurate, material information is accurately and timely disclosed, and the Company’s

disclosure controls are effective; (ii) potential related party transactions are conducted at arm’s-

length and appropriate disclosures are made; (iii) potential stock repurchases are vetted and

evaluated to ensure they remain in the Company’s best interests; (iv) the Company maintains and

monitors a system for reporting and investigating potential compliance and ethics concerns,

employees are trained in risk assessment and compliance, and the Company maintains an Internal

Audit Function to review the Company’s compliance with applicable policies and review key risk

areas; and (v) the independent directors of the Board are provided with meaningful leadership from

the Lead Independent Director and have an effective line of communication with the Chief

Executive Officer (“CEO”).” Id. ¶46.

IV. MOTION TO APPROVE SETTLEMENT

Under Federal Rule of Civil Procedure 23.1, parties to a shareholder derivative action must

obtain the Court’s approval to settle. FED. R. OF CIV. P. 23.1(c) (“A derivative action may be

settled, voluntarily dismissed, or compromised only with the court's approval. Notice of a

proposed settlement, voluntary dismissal, or compromise must be given to shareholders or

members in the manner that the court orders.”). The Court must find that the settlement is “fair,

adequate, reasonable and proper, and in the best interests of the class and the shareholders.” Bell

Atlantic Corp. v. Bolger, 2 F.3d 1304, 1310 (3d Cir. 1993). While the shareholders’ interest is

relevant, the Third Circuit has made clear, that the “principal factor” to be considered “is the extent

of the benefit to be derived from the proposed settlement by the corporation, the real party in

interest.” Shlensky v. Dorsey, 574 F.2d 131, 147 (3d Cir. 1978) (citations omitted).

As such, the Third Circuit has articulated a set of nine “Girsh factors” that courts should

consider when determining the fairness of a proposed settlement:

(1) the complexity, expense and likely duration of the litigation; (2) the reaction of

the class to the settlement; (3) the stage of the proceedings and the amount of

discovery completed; (4) the risks of establishing liability; (5) the risks of

establishing damages; (6) the risks of maintaining the shareholder action through

the trial; (7) the ability of the defendants to withstand a greater judgment; (8) the

range of reasonableness of the settlement fund in light of the best possible recovery;

[and] (9) the range of reasonableness of the settlement fund to a possible recovery

in light of all the attendant risks of litigation.

Girsh v. Jepson, 521 F.2d 153, 157 (3d Cir. 1975) (internal quotations omitted); see, e.g., In re

Johnson & Johnson Deriv. Litig., 900 F. Supp. 2d 467, 479-85 (D.N.J. 2012) (reciting and applying

the Girsh factors). “The settling parties bear the burden of proving that the Girsh factors weigh in

favor of approval of the settlement.” Myers v. Jani-King of Philadelphia, No. 09-1738, 2019 WL

4034736, at *7 (E.D. Pa. 2019) (quoting In re Pet Food Prods. Liability Litigation, 629 F.3d 333,

350 (3d Cir. 2010)). “A district court's findings under the Girsh test are those of fact.” In re Nat'l

Football League Players Concussion Injury Litigation, 821 F.3d 410, 437 (3d Cir. 2016).

Before turning to my application of the Girsh factors, I first explain what distinguishes

shareholder derivative actions from the typical class action.

Derivative suits are the procedural mechanism to enforce state fiduciary duty law.

In a derivative suit, the corporation is the functional plaintiff-that is, the real party

in interest-and the allegations are that the corporation's current or former officers

and directors breached their fiduciary duties to the corporation. Any recovery in a

derivative suit is returned to the corporation. In a derivative suit, despite the fact

that the suit is brought in its name, the corporation’s role is limited because

shareholders, whom I will call derivative plaintiffs, file these suits on behalf of

corporations. The law gives shareholders this power because corporate officers and

directors, who normally decide whether corporations should file lawsuits, are often

implicated in the alleged wrongdoing and cannot be trusted to make unbiased

decisions regarding the merits of these suits.

In re Johnson & Johnson, 900 F. Supp. 2d at 479 (quoting Jessica Erickson, Corporate Governance

in the Courtroom: An Empirical Analysis, 51 Wm. & Mary L. Rev. 1749, 1756 (2010)).

To the extent that there are monetary damages awarded in a shareholder derivative suit,

that money comes from the individual officers and directors (i.e., the corporation’s officer and

director insurance) and is deposited into the corporation’s coffers. In re Pittsburgh & L. E. R. Co.

Securities and Antitrust Litig., 543 F.2d 1058, 1068 (3d Cir. 1976) (“The proceeds of the action

belong to the corporation and it is bound by the result of the suit.”) (quoting Ross v. Bernhard, 396

U.S. 531, 538 (1970)). This creates an indirect benefit to the shareholders but, unlike typical class

actions, shareholder derivative actions do not involve a “common fund,” or pool of money, that

must be distributed to members of the class. See generally William Meade Fletcher, Derivative

v. “Pure” Class Action, 12B Fletcher Cyc. Corp. § 5908 (2012).

That said, shareholder derivative suits are far less likely to involve a monetary component

than typical class action suits. In re Johnson & Johnson, 900 F. Supp. 2d at 480 (citing Erickson,

at 1804). Indeed, an empirical study of shareholder derivative actions concluded that the

overwhelming majority of settlements result solely in corporate governance changes like those

presented here. Id.

In addition, the total amount of attorney’s fees payable by the plaintiff corporation, in most

instances, greatly outweighs those paid by a defendant corporation in typical class action. In the

typical class action suit, an unsuccessful corporate defendant pays its own attorney’s fees plus any

fees due plaintiffs’ counsel under fee-shifting statutes. Where there is no fee-shifting statute, and

the case settles, the defendant will often agree to pay plaintiffs’ counsel fees as part of the

settlement. Conversely, for shareholder derivative suits:

First, the corporation has to hire lawyers to represent the corporation’s interests in

the litigation. Second, the corporation often has to pay the legal bills of its officers

and directors pursuant to indemnification agreements. Third, . . . corporations often

form a special litigation committee [(“SLC”)] to investigate the allegations in the

suit. The cost of forming such a committee can dwarf the other expenses in the

litigation because SLCs typically hire a law firm with no connection to the case to

ensure the firm’s independence, and the law firm then commences a full-blown

investigation, complete with extensive document review and interviews of dozens

of people close to the alleged events. Fourth, the corporation incurs additional

indirect costs when its key personnel have to divert attention from other corporate

duties to assist with the litigation. These costs can be considerable, . . . on average,

more than six law firms [are] involved in [the] lawsuit.

In re Johnson & Johnson, 900 F. Supp. 2d at 480 (quoting Erickson, at 1085).

In light of the unique characteristics of shareholder derivative actions, and the potential for

abuse and collusion inherent in cases that involve large attorney’s fee awards, I carefully review

the settlement terms to examine whether the specific corporate reforms agreed to by the parties as

settlement terms, here, result in a fair settlement to the corporation. To that end, I find that the

proposed settlement satisfies the Girsh factors.

A. Complexity, Expense, and Likely Duration of Litigation

The first Girsh factor captures “the probable costs, in both time and money, of continued

litigation.” Griffen v. Zager, No. 16-1234, 2017 WL 3872401, at *6 (D.N.J. Sept. 1, 2017)

(quoting In re Cendant Corp. Deriv. Action Litig., 232 F. Supp. 2d 327, 333 (D.N.J. 2002)). “By

measuring the costs of continuing on the adversarial path, a court can gauge the benefit of settling

the claim amicably.” Beneli v. BCA Financial Services, Inc., 324 F.R.D. 89, 102 (D.N.J. 2018).

“Settlement is favored under this factor if litigation is expected to be complex, expensive and time

consuming.” In re Royal Dutch/Shell Transp. Sec. Litig., No. 04-374, 2008 WL 9447623, at *17

(D.N.J. Dec. 9, 2008) (internal citations omitted).

As an initial matter, the Court notes that shareholder derivative actions are, by their nature,

“undeniably complex.” Unite Nat. Retirement Fund v. Watts, Civil Action, No. 04-3603, 2005 WL

2877899, at *3 (D.N.J. Oct. 28, 2005). Indeed, the allegations, here, involve complex legal issues,

such as establishing standing to maintain the derivative actions on the Company’s behalf, as well

as highly technical subject matters, such as accounting and revenue recognition irregularities,

related party transaction, and other complex business transactions. Rosen Decl. ¶82. These issues

would undoubtedly require significant expert analysis. Id. ¶82.

Further, Defendants deny liability and dispute the underlying factual and legal predicates

of the derivative claims. Id. ¶83. If litigation were to continue, there is potential for significant

document discovery, depositions, expert discovery, motions practice, and possibly a trial. Id.

Additionally, an unfavorable judgment for Defendants could result in post-trial motions and an

appeal, prolonging the case for years. Id. In contrast, settlement eliminates any further risks and

expenses for the parties. Considering the potential risks and expenses associated with continued

prosecution of the case, this factor supports approval.

B. Class’s Reaction to Settlement

As explained supra, Synchronoss posted proper notice of the Settlement Agreement in

accordance with the process approved by this Court, and consistent with both Rule 23.1 and due

process. See Bartle Decl. The Notice and Summary Notice informed investors of their rights

under the Settlement Agreement, and described the procedure for raising objections. Rosen Decl.

¶85. The deadline for submitting objections was December 3, 2021, and no objections were filed.

Id.; ECF 42. The lack of objections is strong evidence of the fairness, reasonableness and adequacy

of the settlement. See In re Cendant Corp., 232 F. Supp. 2d at 333-34 (“Given that no formal

objection was filed to the settlement itself, there is little doubt that this factor weighs in favor of

approval of the Settlement Agreement.”); In re Par Pharm. Sec. Litig., No. 06-cv-3226, 2013 WL

3930091, at *4 (D.N.J. July 29, 2013) (“[T]otal absence of objections argues in favor of the

proposed settlement”) (citations omitted).

C. Stage of Proceedings and Amount of Discovery Completed

The goal of the third Girsh factor is to “capture[] the degree of case development that class counsel

accomplished prior to settlement. Through this lens, courts can determine whether counsel had an

adequate appreciation of the merits of the case before negotiating.” In re Cendant Corp. Litig.,

264 F.3d 201, 235 (3d Cir. 2001) (citing In re Gen. Motors Corp. Pick-Up Truck Fuel Tank

Products Liability Litigation, 55 F.3d 768, 813 (3d Cir. 1995)).

“Even settlements reached at a very early stage and prior to formal discovery are

appropriate where there is no evidence of collusion and the settlement represents substantial

concessions by both parties. . . . Indeed, courts in this district have approved settlements while the

case was in the pre-trial stage and formal discovery had not yet commenced.” In re Johnson &

Johnson, 900 F. Supp. 2d at 482; accord, e.g., In re Nat’l Football League, 821 F.3d at 436-37

(“To the extent objectors ask us to require formal discovery before presuming that a settlement is

fair, we decline the invitation. In some cases, informal discovery will be enough for class counsel

to assess the value of the class claims and negotiate a settlement that provides fair compensation.”).

Courts in this Circuit frequently approve class action settlements despite the absence of formal

discovery. See, e.g., Schuler v. Medicines Co., No. CV 14-1149, 2016 WL 3457218, at *7 (D.N.J.

June 24, 2016) (approving settlement prior to discovery because of counsel’s investigation); In re

Johnson & Johnson, 900 F. Supp.2d at 482 (“Even settlements reached at a very early stage and

prior to formal discovery are appropriate where there is no evidence of collusion and the settlement

represents substantial concessions by both parties.”)

Prior to litigation, Plaintiffs’ counsel conducted an extensive investigation as to the

individual Defendants’ alleged misconduct and damages caused to the Company. Rosen Decl.

¶87. This investigation included, among other things, reviewing Synchronoss’s public filings,

analyst reports, conference calls, media reports, internal company documents produced pursuant

to Title 8, Section 220 of the Delaware Corporation Law Code, and relevant Securities Action

documents and public filings. Id. In addition, Plaintiffs’ counsel was responsible for the filing of

initial and amended complaints, issuing the litigation demands, preparing damages analyses,

opposing several motions to dismiss, and participating in the relevant mediation sessions and

follow up settlement negotiations. Id. In light of this experience, this Court finds that counsel had

an adequate appreciation of the merits of the case before negotiating. See In re Cendant, 264 F.3d

at 235.

D. Risks of Establish Liability and Damages

“The fourth and fifth [Girsh] factors survey the potential risks and rewards of proceeding

to litigation in order to weigh the likelihood of success against the benefits of an immediate

settlement.” In re Johnson & Johnson, 900 F. Supp. 2d at 483 (internal quotations omitted). “By

evaluating the risks of establishing liability, the district court can examine what the potential

rewards (or downside) of litigation might have been had class counsel elected to litigate the claims

rather than settle them.” In re General Motors, 55 F.3d at 814. In making this assessment,

however, “a court should not conduct a mini-trial and must, to a certain extent, give credence to

the estimation of the probability of success proffered by [lead] counsel.” Murphy v. Charles

Tyrwhitt, Inc., No. 20-00056, 2020 WL 8513583, at *10 (W.D. Pa. Nov. 25, 2020) (internal

citations omitted). In complex cases, “[t]he risks surrounding a trial on the merits are always

considerable.” Murphy v. Eyebobs, LLC, No. 21-00017, 2021 WL 4594679, at *11 (W.D. Pa. Oct.

6, 2021) (quoting Weiss v. MercedesBenz of N. Am., 899 F. Supp. 1297, 1301 (D.N.J. 1995)).

Plaintiffs would face substantial risks if they were to continue litigating this matter.

According to Plaintiffs, and I agree, that the instant derivative actions presented difficult questions

of law and fact that made liability highly uncertain. Rosen Decl. ¶90. Plaintiffs face significant

obstacles from reaching the merits of this case, let alone succeeding at trial. Id. As an example,

the related derivative action was dismissed for failure to adequately allege that the demand was

excused as futile, an issue currently being appealed. Pl. Br. in Supp. of Approval at 31. Here,

pending motions to dismiss in this matter include contentious arguments regarding whether

Plaintiffs satisfied requirements set forth in Rules 23.1 and 12(b)(6). Id. Further, had the

derivative claims survived any procedural hurdles, subsequent discovery, motions practice, and

trial would assuredly be highly contentious. Rosen Decl. ¶91. As already noted, shareholder

derivative actions are, by their nature, “undeniably complex,” Watts, 2005 WL 2877899 at *3, and

therefore, the risks surrounding a trial on the merits would be considerable. Weiss, 899 F. Supp.

at 1300-01. This factor weighs in favor of supporting approval.

E. Defendants’ Ability to Pay2

This Girsh factor “addresses whether Defendants could withstand a [monetary] judgment

for an amount significantly greater than the [proposed] Settlement.” In re Johnson & Johnson,

900 F. Supp. 2d at 484 (internal quotations omitted); Cendant, 264 F.3d at 240 (same).

2 This matter is not a class action, and therefore, the sixth factor does not apply. Watts, 2005 WL

2877899, at *3 (“The sixth Girsh factor is typically used to evaluate the risk of maintaining class

certification in a class action. A derivative action does not present the same concern. As such,

this factor neither weighs in favor of nor against approval.”).

Here, there is the possibility that the derivative suits would have succeeded at trial and a

monetary judgment would have been imposed against the individual director and officer

defendants. If that were to occur, the individual defendants would likely tender the claims to their

insurance carriers, as they did here with the agreed to fee and expense amounts. Rosen Decl. ¶98.

But even assuming there are sufficient funds to pay a greater judgment, the Third Circuit “has

found that a defendant's ability to pay a larger settlement sum is not particularly damaging to the

settlement agreement's fairness as long as the other factors favor settlement.” O'Brien v. Brain

Research Labs, LLC, No. 12-204, 2012 WL 3242365, at *19 (D.N.J. Aug. 9, 2012) (citing In re

Prudential Ins. Co. America Sales Practice Litig. Agent Actions, 148 F.3d 283, 322 (3d Cir. 1998)).

This factor does not weigh against approving the settlement.

F. Range of Reasonableness of Settlement Fund

“The last two [Girsh] factors evaluate whether the settlement represents a fair and good

value for a weak case or a poor value for a strong case.” In re Johnson & Johnson, 900 F. Supp.

2d at 484 (internal quotations omitted). “In conducting this evaluation, it is recognized that

settlement represents a compromise in which the highest hopes for recovery are yielded in

exchange for certainty and resolution and [courts should] guard against demanding [too] large a

settlement based on the court’s view of the merits of the litigation.” Id. at 484-85 (internal

quotations omitted). These factors inquire “‘whether the settlement is reasonable in light of the

best possible recovery and the risks the parties would race if the case went to trial.’” Pro v. Hertz

Equip. Rental Corp., No. 06-3830, 2013 WL 3167736, at *5 (D.N.J. June 20, 2013) (quoting

Prudential, 148 F.3d at 322).

Because Plaintiffs have a real risk of failing to prove their claims, as they admit, these two

factors weigh in favor of approving settlement for the reasons described above. Moreover, even

if Plaintiffs ultimately obtained similar corporate governance reforms through a successful trial

and appeal, settling at this juncture benefits Synchronoss by ensuring that the reforms are

implemented more expeditiously, and by eliminating future litigation costs. See Watts, 2005 WL

2877899, at *4 (“The settlement provides immediate and substantial benefits for all parties and

represents a better option than little or no recovery at all.”); id. (“The best possible recovery, while

arguably more than the settlement, is tempered by the risks of further litigation.”). Therefore, these

factors weigh in favor of approving the Settlement.

Having weighed all the Girsh factors, the Court finds that these factors strongly suggest

that the proposed settlement is fair, reasonable, and adequate. As discussed supra, this matter is

complex and would likely require an extensive discovery and motions practice, and if necessary,

a contentious trial. And should the matter reach trial, there is “no guarantee whom the jury would

believe,” In re Cendant, 264 F.3d at 239, which means that Plaintiffs run the risk of not prevailing

on their claims. Further, no shareholders have objected to the settlement, which strongly supports

the notion that the settlement is fair and reasonable. ECF No. 42. While the derivative suits are

in the early stages of litigation, Plaintiffs’ counsel has conducted intensive research, reviewed

numerous publicly available documents, among other things, which has facilitated counsel’s

appreciation of the merits of these cases. Finally, not approving the settlement would lead

Synchronoss to incur substantial attorney’s fees and expenses for the remainder of litigation before

this Court, and possibly, on appeal. For these reasons, the Court finds the settlement to be fair,

adequate, and reasonable.

V. ATTORNEY FEES

Having concluded that the Girsh factors favor approval of the settlement, and that notice

was adequate, I now turn to whether the settlement confers a substantial benefit on the corporation.

If I conclude that the settlement does not confer a substantial benefit, Plaintiffs' counsel may not

be awarded attorney's fees. See Shlensky, 574 F.2d at 149.

While, under the “‘American’ rule ordinarily applied in our courts, a prevailing litigant is

not entitled to recover attorneys’ fees from a losing party absent statutory authority . . . [t]he

plaintiffs in a shareholders’ derivative action may . . . recover their expenses, including attorneys’

fees, from the corporation on whose behalf their action is taken if the corporation derives a benefit,

which may be monetary or nonmonetary, from their successful prosecution or settlement of the

case.” Id. In making this assessment, courts should consider case law addressing fee awards in

class action suits alongside derivative suit case law. See id. at 150.

To determine whether a settlement confers a substantial benefit, courts in this circuit

consider the following factors in class action suits:

(1) the size of the fund created and the number of persons benefitted; (2) the

presence or absence of substantial objections by members of the class to the

settlement terms and/or fees requested by counsel; (3) the skill and efficiency

of the attorneys involved; (4) the complexity and duration of the litigation; (5)

the risk of nonpayment; (6) the amount of time devoted to the case by plaintiffs’

counsel; and (7) the awards in similar cases.

In re AT & T Corp., 455 F.3d 160, 165 (3d Cir. 2006). In addition, courts may consider “(1) the

value of benefits accruing to class members attributable to the efforts of class counsel as opposed

to the efforts of other groups, such as government agencies conducting investigations; (2) the

percentage fee that would have been negotiated had the case been subject to a private contingent

fee agreement at the time counsel was retained; and (3) any ‘innovative’ terms of settlement.” Id.

The first factor—the size of the fund created and the number of persons benefitted—is not relevant

where, as here, the settlement is comprised of only injunctive relief. Also, the percentage fee that

would have been negotiated had the case been subject to a private contingent fee agreement at the

time counsel was retained is not relevant here where the injunctive relief has not been monetized.

Many of these inquiries were addressed in my analysis of the Girsh factors and, as that

analysis suggests, I conclude, below, that the factors favoring settlement also demonstrate that this

proposed settlement confers a substantial benefit on the corporation. Once I address the substantial

benefit to the corporation, I will address the remaining substantial benefit factors I not yet

discussed.

A. The Settlement Confers a Substantial Benefit on the Corporation

Case law makes clear that corporate governance reforms, unaccompanied by monetary

damages, may form the basis for an attorney’s fee award where the reforms confer a “substantial

benefit” on the plaintiff corporation. See Mills v. Electric Auto-Lite Co., 396 U.S. 375, 395 (1970)

(holding that “a corporation may receive a ‘substantial benefit’ from a derivative suit, justifying

an award of counsel fees, regardless of whether the benefit is pecuniary in nature”); In re Nvidia

Corp. Derivative Litig., No. C-06-06110, 2008 WL 5382544, at *3 (N.D. Cal. Dec. 22, 2008)

(approving an award for attorney’s fees in connection with a settlement comprised largely of

corporate governance reforms because “strong corporate governance is fundamental to the

economic well-being and success of a corporation”); Watts, 2005 WL 2877899, at *5 (concluding

the corporate governance reforms conferred a “great benefit” on the plaintiff corporation because

the reforms will “serve to prevent and protect [the corporation] from the reoccurrence of certain

alleged wrongdoings.”). To be considered a substantial benefit, however, the reforms must be

more than merely “illusory” or “superficial.” Kaplan v. Rand, 192 F.3d 60, 70-72 (2d Cir. 1999).

As corporate governance reforms are not atypical components of a shareholder derivative

settlement, I look to other cases involving such reforms for guidance on evaluating the reforms

here. Many corporate governance settlements include the following list of reforms:

(1) A rule requiring a majority or more of the directors to meet existing or enhanced

independence requirements; (2) A requirement that the board or certain committees

of the board meet regularly in executive sessions; (3) An agreement to appoint, or

enhance the duties of, a lead independent director; (4) The addition of one or more

independent directors to the board; (5) A policy allowing the board and/or its

committees to hire advisors; (6) A limitation on the number of boards on which the

directors can serve; (7) A requirement that directors attend a certain percentage of

board, committee, or shareholder meetings; (8) A requirement or recommendation

that the board adopt a “clawback” provision, or a provision requiring executive

officers to repay bonuses or other monies in the event of a restatement of the

company's financial statements; and (9) A provision allowing major shareholders

to nominate candidates for the corporation’s board of directors.

In re Johnson & Johnson, 900 F.Supp. 2d at 488-89 (quoting Erickson, at 1804-05). For these sorts

of reforms, corporations have usually agreed to maintain them for two to five years. Id. at 489.

The Settlement Agreement here includes more substantial and tailored terms than these

listed above. I will address these specific reforms in detail:

Board of Directors

The Board will be required to annually review the performance of the Board Chairperson

to ensure that person is acting in the Company’s best interest. Rosen Decl. ¶49. In addition, if

within four years following approval of the Settlement Agreement, the positions of CEO and

Chairperson are no longer separated, a Lead Independent Director shall serve a one-year term, with

a maximum tenure of four years. Id. ¶50. In addition, if a Director wishes to join the Board of

another company, the Director must seek approval of the Audit Committee. If approved, the Chief

Legal Officer of the Company shall advise the full Board and confirm that no other Director has

an objection. Id. ¶51.

Board Oversight of Stock Repurchases

Before authorizing repurchase of Synchronoss common stock, the independent Directors

must evaluate management’s recommendation and independently determine whether a repurchase

is within the Company’s best interests, including with regard to the Company’s financial position.

Id. ¶52. The Board shall also consider whether significant developments require a reevaluation or

termination of the stock repurchase program. Id.

Disclosure Committee

The Company’s Disclosure Committee will be comprised of senior members of the

Company’s finance, legal, product, business operations, compliance, and sales departments, and

will be tasked with adopting a Disclosure Committee Charter. Id. ¶53. Among other things, the

Disclosure Committee will assist (1) the Company in designing, overseeing, and evaluating

disclosure controls; (2) the Company’s senior management in discharging their duties under the

Securities Exchange Act of 1934; and (3) the Company in evaluating the accuracy and quality of

its public disclosures to investors. Id.

Chief Compliance Officer

The Company’s Chief Compliance Officer (CCO) will be responsible for oversight and

administration of the Company’s corporate governance policies, fostering a culture of compliance

and ethics business processes and practices, and maintaining and monitoring a system for reporting

and investigating potential compliance and ethics concerns. Id. ¶56. In addition, the CCO shall

serve on the Company’s Disclosure Committee, evaluate the adequacy of the Company’s internal

compliance controls, oversee marketing materials and the website, oversee employee risk

assessment training, and work with outside consultants to assess risk and the Company’s controls.

Id. The CCO will also be responsible for assisting the Nominating and Corporate Governance

Committee and the Board in fulfilling oversight duties with regard to the Company’s compliance

with applicable laws and regulations. Id.

Audit Committee

The Audit Committee will meet at least six times a year. Id. ¶57. The Audit Committee

will review with the Disclosure Committee any financial statements issued by the Company to

ensure sufficient material risk disclosures. Id. Prior to the issuance of earnings guidance, the

Audit Committee shall review and approve any such guidance with the Disclosure Committee to

ensure that the proposed guidance has a reasonable basis, and that all material risks and

contingencies are properly disclosed. Id. The Audit Committee shall also review the Company’s

Form 10-Q’s and 10-K’s, the “Management’s Discussion and Analysis of Financial Condition and

Results of Operation” section of the Company’s annual audited and quarterly financial statements

and proxy statements, and any Form 8-K regarding a material transaction. Id.

Internal Audit Function

The Company shall maintain an internal audit function. Id. ¶58. The Internal Auditor is

required to review Company compliance with applicable policy, at least annually report to senior

management and the Audit Committee on findings and recommendations, and at least annually

submit to senior management and the Audit Committee a risk-based internal audit plan for such

fiscal year for review and approval. Id.

Related Party Transactions

Related Party Transactions is a defined term in the Settlement Agreement. Id. ¶59. The

Audit Committee will be required to review Related Party Transactions and ensure that all such

transactions are conducted at arm’s-length. Id. Further, the Audit Committee will be granted

broad authority to (1) evaluate and monitor existing relations with the Company to ensure all

related parties are continuously identified; (2) review and evaluate several aspects of proposed

Related Party Transactions and how they compare to the terms generally available to an unrelated

party; (3) ensure that appropriate disclosures are made and/or information is provided to regulating

and supervising authorities; and (4) regularly report to the Board regarding the foregoing,

including making recommendations that the Board take corrective measures for Related Party

Transactions that violate laws or Company regulations. Id.

Insider Trading Policy

The derivative actions were a factor in the Company reviewing its Insider Trading Policy,

which resulted in updates to the Policy. Id. ¶60. The parties agree that the updated Policy is

comprehensive and sets out the persons, companies, and transactions covered by the Policy. Id.

The Policy also details the blackout and pre-clearance procedures. Id.

Executive Reports

At every regularly scheduled Board meeting, the Company CFO shall provide a report on

the Company’s financial condition and prospects, including a discussion of any material increases

in expenses and liabilities, and any material decreases in revenues and earnings. Id. ¶61.

I find that these additional and substantial corporate reforms strike the balance in curbing

future issues that are the subject of these actions, and as such, I further find that the settlement

confers a substantial benefit to the corporation.

B. The Skill and Efficiency of Counsel

Counsel’s skill and efficiency is “measured by the quality of the result achieved, the

difficulties faced, the speed and efficiency of the recovery, the standing, experience and expertise

of the counsel, the skill and professionalism with which counsel prosecuted the case and the

performance and quality of opposing counsel.” In re Valeant Pharmaceuticals Int’l, Inc. Sec.

Litig., No. 15-07658, 2020 WL 3166456, at *12 (D.N.J. June 15, 2020) (internal citations omitted).

The Settlement Agreement would not have been achieved without the skill and experience

of counsel. As set forth in Exhibits 2 through 7 of Plaintiffs’ counsel’s declarations, ECF No. 40,

counsel are experienced and well versed in stockholder derivative actions. In addition, counsel’s

motion practice reflects their knowledge in this area of law, and their past successes further

evidence their competency.

Moreover, I have already detailed the considerable activities of counsel prior to settlement,

and indeed, the success of the settlement itself speaks to the skill and efficiency of counsel. In re

AremisSoft Corp. Sec. Litig., 210 F.R.D. 109, 132 (D.N.J. 2002) (“‘[T]he single clearest factor

reflecting the quality of class counsels’ services to the class are the results obtained.’”) (quoting

Cullen v. Whitman Med. Corp., 197 F.R.D. 136, 149 (E.D. Pa. 2000)).

C. The Risk of Nonpayment

Plaintiffs’ counsel in the derivative actions was operating on a fully contingent basis. Id.

¶111. In that regard, in light of considerable litigation hurdles, counsel faced a possibility of no

compensation for over 3,000 hours of work and various up-front costs. Id. This factor also weights

in support of the requested fee award.

D. Class Counsel Spent Significant Time Investigating and Litigating the Case

This factor evaluates counsel’s time devoted to the litigation. Gunter v. Ridgewood Energy

Corp., 223 F.3d 190, 199 (3d Cir. 2000). This factor is usually considered with the lodestar to

look at reasonableness of counsel’s requested fee. According to counsel’s declarations in Exhibits

2 through 7, ECF 40, counsel and their professional staff spent 3,126.25 hours on this matter,

which Plaintiffs maintain yields a collective lodestar of $1,789,809.50. Rosen Decl. ¶107.

Although I have yet to conclude for purposes of the lodestar analysis that the hours were

reasonable, I nevertheless conclude that the attorneys attentively worked towards a settlement that

substantially benefits the Company. Accordingly, the number of hours devoted by counsel to this

lawsuit supports the requested fee award. See, infra.

E. Lodestar

Under the lodestar analysis, counsel fees are determined by multiplying the number of

hours reasonably spent litigating the matter by counsel's hourly rate. This yields the

“presumptively reasonable fee.” Hahnemann Univ. Hosp. v. All Shore, Inc., 514 F.3d 300, 310

(3d Cir. 2008) (internal citations omitted); Washington v. Philadelphia Court of Common Pleas,

89 F.3d 1031, 1035 (3d Cir. 1996) (“The lodestar is strongly presumed to yield a reasonable fee.”).

As the Third Circuit held, in reviewing counsel’s lodestar,

The lodestar cross-check calculation need entail neither mathematical precision nor

bean-counting. The district courts may rely on summaries submitted by the

attorneys and need not review actual billing records. Furthermore, the resulting

multiplier need not fall within any pre-defined range, provided that the District

Court’s analysis justifies the award.

In re Rite Aid Sec. Litig., 396 F.3d 294, 306-07 (3d. Cir. 2005) (citation and footnotes

omitted).

Because the lodestar award is de-coupled from the class recovery, the lodestar

assures counsel undertaking socially beneficial litigation (as legislatively identified

by the statutory fee shifting provision) an adequate fee irrespective of the monetary

value of the final relief achieved for the class.

In re General Motors Corp., 55 F.3d at 821 (3d Cir. 1995).

The following chart summarizes Plaintiffs’ counsel’s lodestar and expenses by firm:

FIRM HOURS LODESTAR EXPENSES

Johnson Fistel, LLP3 865.9 $496,384.50 $21,689.71

The Rosen Law 353.35 $244,367.75 $5,380.93

Firm, P.A.4

3 Billing Rates – Partner: $875-$1050; Of Counsel: $650; Associate: $420-$605; Paralegal: $250-$365. ECF 40 Ex.

3.

4 Billing Rates – Partner: $925; Associate: $425-$750. ECF 40 Ex. 2.

The Brown Law 204.6 $152,890 $17,465.72

Firm, P.C.5

Robbins LLP6 781 $347,158.75 $21,537.25

Block & Leviton 891.3 $534,403.50 $10,560.28

LLP7

Whipple Azzarello, 30.1 $14,605.00 n/a

LLC 8

Rosen Decl. ¶108.

“A thorough judicial review of fee applications is required for all class action

settlements.” Halley v. Honeywell Int’l, Inc., 861 F.3d 481, 496 (3d Cir. 2017) (internal citations

omitted). The same holds true for shareholder derivative suits. It is of no moment that the parties

have consented to the proposed attorney's fees. See Yong Soon Oh v. AT & T Corp., 225 F.R.D.

142, 146 (D.N.J. 2004). Because there is a risk that “lawyers might urge a class settlement at a

low figure or on a less-than-optimal basis in exchange for red-carpet treatment for fees,” In re Gen.

Motors., 55 F.3d at 820 (citation and quotation marks omitted), courts must be vigilant in ensuring

that the fees are reasonable.

Courts generally apply the lodestar method in cases where, like here, the settlement “evades

the precise evaluation needed for the percentage-of-recovery method.” In re Gen. Motors, 55 F.3d

at 821. A lodestar analysis is fitting where there is no monetary component to the settlement and

no valuation of the non-monetary award upon which the Court could base a percentage of recovery

calculation. See In re Schering–Plough/Merck Merger Litigation, No. 09-1099, 2010 WL

1257722, at *17 (D.N.J. Mar. 26, 2010); Charles v. Goodyear Tire and Rubber Co., 976 F. Supp.

321, 325 (D.N.J. 1997) (“As a result of the difficulty in making some reasonable assessment of the

5 Billing Rates – Partner: $900; Counsel: $800; Associate: $550-$600; Law Clerk: $300. ECF 40 Ex. 4.

6 Billing Rates – Partner: $875-$975; Of Counsel: $850; Associate: $375-$485; Paralegal: $215-$305; Staff

Attorney: $300. ECF 40 Ex. 7

7 Billing Rates – Partner: $750-$1025; Associate: $425-$615; Paralegal: $235-$250. ECF 40 Ex. 6.

8 Billing Rates – Partner: $550; Associate: $300. ECF 40 Ex. 5.

settlement's value, this Court will utilize the lodestar method in awarding class counsel's attorneys'

fees.”); Osher v. SCA Realty I, Inc., 945 F. Supp. 298, 306-07 (D.D.C. 1996) (applying lodestar in

shareholder derivative settlement involving only injunctive relief) (relying on In re General

Motors, 55 F.3d at 821); but see Peter Fabrics, Inc. v. S.S. Hermes, 765 F.2d 306, 319 (2d Cir.

1985) (suggesting that something less than full blown lodestar is appropriate for fee awards not

made pursuant to statute); id. (distinguishing between “court awarded” fees and calculating

appropriate fees under a contract). Here, there is no record evidence from which the Court could

quantify in monetary terms the corporate reforms.

In conducting a traditional lodestar analysis, courts bear the “responsibility [of] closely

scrutiniz[ing] all fee arrangements to ensure fees do not exceed a reasonable amount.” In re AT &

T Corp., 455 F.3d at 169.

The first step in applying the lodestar formula is to determine the appropriate hourly

rate. In determining the appropriate hourly rate, the court should first consider the

attorney's usual billing rate. The Supreme Court has indicated that the district court

can also consider the prevailing market rates in the relevant community to assist in

the determination of an appropriate hourly rate. In calculating the second part of

the lodestar formula, the time reasonably expended, the district court should review

the time charged, decide whether the hours set out were reasonably expended for

each of the particular purposes described and then exclude those that are excessive,

redundant, or otherwise unnecessary. Time expended is considered reasonable if

the work performed was useful and of a type ordinarily necessary to secure the final

result obtained from the litigation.

Schering-Plough, 2010 WL 1257722, at *17 (internal quotation marks and citations omitted).

In sum, the lodestar formula is a two-part process: first, the court must determine the

appropriate hourly rate for each counsel and, second, the court must then determine the

reasonableness of the time expended, reducing the number of hours claimed where appropriate.

Once the lodestar amount is determined, the court may decrease or increase that amount by

applying a multiplier, i.e., “a device that attempts to account for the contingent nature or risk

involved in a particular case and the quality of the attorneys' work.” In re Diet Drugs, 582 F.3d

524, 540 n.33 (3d Cir. 2009).

According to Plaintiffs’ declarations, and as described supra, counsel and their professional

staff spent 3,126.25 hours on this matter, which Plaintiffs’ claim yields a collective lodestar of

$1,789,809.50. Id. ¶107. In addition, the total expenses incurred are $76,633.89. Id. However,

Plaintiffs’ counsel requests attorney’s fees and costs in the amount of $800,000, which counsel

submits represents a negative lodestar multiplier of approximately 0.447. Id. ¶109.

Considering the procedural history and complex nature of this case, the Court is satisfied

that the hours expended collectively by the attorneys are reasonable. However, looking to the rates

typically charged in the relevant geographic locations, the rates charged by Plaintiffs’ counsel

appear to be inflated. However, because counsel has voluntarily applied a negative multiplier,

which is substantially less than the lodestar amount, I approve the rates in light of this negative

multiplier. See In re Ocean Power Technologies, Inc., No. 3:14-cv-3799, 2016 WL 6778218, at

*25 (D.N.J. Nov. 15, 2016). Further, the Court finds the requested lodestar multiplier to be

reasonable. First, as the Third Circuit has noted, “[t]he lodestar is strongly presumed to yield a

reasonable fee[,]” and here, the amount requested is well below the lodestar. Philadelphia Cty.

Ct. of Comm. Pleas, 89 F.3d at 1035. Second, the fee awards of comparable derivative settlements

display the reasonableness of the requested fees here. See, e.g., In re MannKind Corp. Deriv.

Litig., No. 11-05003, slip. op. (C.D. Cal. Nov. 19, 2012) (awarding approximately $1,236,500 in

fees in a derivative action that settled for the following governance: establishing a management-

level Disclosure Committee tasked with maintaining and overseeing disclosure controls and

procedures and ensuring disclosures are accurate; Audit Committee oversight over the Disclosure

Committee, including quarterly meetings with the Chair of Disclosure Committee; and enhanced

independence requirements), Rosen Decl., Ex. 13; In re Invacare Deriv. Litig., 11-01893, slip op.

(N.D. Ohio Nov. 15, 2012) (awarding $1,300,000 in fees in a derivative action that settled for the

following governance: enhancements to Audit Committee oversight over the company’s

compliance with regulatory requirements, including enhanced reporting by management to the

Audit Committee; annual reporting to the Board; enhanced training; enhanced whistleblower

policies), Rosen Decl., Ex. 16. Finally, the complexity of the matter, the unopposed nature of the

fee request negotiated through arms-length bargaining, the scope of counsel’s work, and the fact

that Plaintiffs’ counsel was working on a contingency basis, all weigh in favor of the

reasonableness of the requested fees. For these reasons, the Court concludes that $800,000 is

reasonable and fair compensation for Plaintiffs’ counsel’s work on this matter.

Finally, Plaintiffs request the Court approve a service award to each Plaintiff in the amount

of $2,500, which would be paid out of the attorney fee and expense request. Stip. ¶4.4; Rosen

Decl. ¶113. Courts “may grant incentive awards in class action cases to particular members of the

class . . . to reward the public service performed by lead plaintiffs in contributing to the vitality

and enforcement of securities laws.” In re Cendant, 232 F. Supp. 2d at 344. Further, incentive

payments that “come from the attorneys’ fees awarded to Plaintiffs’ counsel need not be subject

to intensive scrutiny, as the interests of the corporation, the public, and the defendants are not

directly affected.” Id. Considering these Plaintiffs’ willingness to dedicate their time and effort

on behalf of the shareholders to benefit Synchronoss, and the fact that such an award would be

paid out of the attorney’s fee and expense award, I approve the requested service award payments

to Plaintiffs Laughlin, Thieffry, LeBoeuf, Daniel, and Solis.9 Stip. ¶4.4.

9 The Court has not found any case law that would bar a service award to state Plaintiffs, Daniel

and Solis, pursuant to a settlement agreement, although they were not named plaintiffs in the

actions pending in this Court.

VI. CONCLUSION

For the foregoing reasons, the Court finds that the Settlement Agreement, including the

attorney’s fee and expense request of $800,000 and service award payments of $2,500 to each

Plaintiff, is approved in all respects.

Date: December 13, 2021 /s/ Freda L. Wolfson

Freda L. Wolfson

U.S. Chief District Judge