The opinion
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
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ALEX TROSTORFF,
Plaintiff,
MEMORANDUM & ORDER
- against - No. 24-cv-7602(KAM)(CLP)
MYNARIC AG, et al.,
Defendants.
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KIYO A. MATSUMOTO, United States District Judge:
Lead Plaintiff Alex Trostorff (“Lead Plaintiff” or
“Trostorff”)1 moves for final approval of a class action settlement
on behalf of himself and all those similarly situated (the
“Settlement”). Presently before the Court are Lead Plaintiffs’
(1) Motion for Final Approval of the Class Action Settlement (ECF
No. 31-1, “Final Approval Mot.”); and (2) Motion for Attorneys’
Fees (ECF No. 32-1, “Fees Mot.”). The Settlement was preliminarily
approved on June 2, 2025. (ECF No. 30.) On September 16, 2025,
the Court held a fairness hearing (the “Fairness Hearing”)
regarding final approval of the Settlement. (See Minute Entry
dated September 16, 2025.) For the reasons stated herein and on
the record during the Fairness Hearing, Lead Plaintiff’s Motion
1 The Court notes that, although Mr. Trostorff’s name is spelled “Torstorff” in
the complaint, Lead Counsel has since confirmed that the spelling indicated in
the complaint is a typographical error and the correct spelling is “Trostorff.”
(ECF No. 37.)
for Final Approval of the Class Action Settlement and Motion for
Attorneys’ Fees are GRANTED.
BACKGROUND
I. Factual Background
On October 30, 2024, Lead Plaintiff Alex Trostorff filed the
instant securities class action on behalf of himself and others
similarly situated against defendants Mynaric AG (“Mynaric”),
Mustafa Veziroglu, and Stefan Berndt-Von Bülow (collectively,
“Defendants”). (ECF No. 1, “Complaint.”) The Complaint alleges
that, between June 20, 2024 and October 7, 2024 (the “Class
Period”), Defendants made materially false and misleading
statements about Myranic’s business, operations, and prospects in
violation of Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated
thereunder. (Complaint ¶¶ 1, 4.)
These materially false misstatements or omissions included,
inter alia, (1) lower than expected production yields and component
shortage and production delays for Myranic’s product; (2) the
material negative impact relating to the aforementioned production
issues; (3) the likelihood of Myranic meeting its own previously
issued financial guidance; (4) business and financial prospects
being overstated; and (5) materially false and misleading public
statements as a result of all the above. (Complaint ¶ 4.)
Beginning on August 20, 2024, certain negative press releases
were published, causing the price of Myranic’s American Depository
Share (“ADS”) to fall from a price of $4.15 per ADS to $1.53 per
ADS. (Complaint ¶¶ 7, 9, 11, 34, 38.)
II. Procedural History
On October 30, 2024, Lead Plaintiff filed a class action
complaint against Defendants. (See ECF No. 1, “Complaint.”) On
February 7, 2025, Defendants disclosed that it had entered
restructuring proceedings. (Final Approval Mot. at 4.) Upon
further investigation, Lead Counsel confirmed that these
restructuring proceedings would almost certainly wipe out both
Myranic’s liability in this action and any equity interests in the
ADS at issue in this action. (Id.) Lead Counsel then assessed
whether there was any strong basis to object to the restructuring
and determined that there was not. (Id. at 4-5.) Lead Plaintiff
and Lead Counsel also consulted with an econometric expert who
concluded that a successful verdict on all claims in this action
could result in damages of only approximately $797,000. (Id. at
17.) The parties then engaged in settlement discussions.
On April 21, 2025, the parties reached a settlement in this
action for $300,000, and Lead Counsel filed for preliminary
approval on April 27, 2025. (Id.) On June 2, 2025, the Court
preliminarily approved the settlement. (ECF No. 30.) The
settlement class is defined as follows: “all persons and entities
other than Defendants that purchased or otherwise acquired Mynaric
American Depository Shares between June 20, 2024 and October 7,
2024” (the “Settlement Class”).2 (Id. ¶ 2.)
On June 11, 2025, the Claims Administrator established a
website for the settlement, which contains the Notice and Claim
Form, the Postcard Notice, the Preliminary Approval Order, and the
Stipulation of Settlement with exhibits. (ECF No. 33-2, “Craig
Decl.” ¶ 11.) On that same day, the Claims Administrator mailed
and e-mailed notification of the settlement to a master list
containing banks, brokerage companies, mutual funds, insurance
companies, pension funds, and money managers. (Id. ¶ 4.) This
notification requested that the recipients respond and request
copies of the Postcard Notice for any of their customers, and to
provide the Claims Administrator with a list of names, mailing
addresses, e-mail addresses (if any), of any beneficial purchasers
or owners so the Claims Administrator could also mail and e-mail
the Notice and Claim Form directly to the purchasers and owners.
(Id.) The Claims Administrator then mailed, by first-class mail,
the Postcard Notice to 83 individuals and/or entities provided by
Lead Counsel. (Id. ¶ 5.) To date, 568 Postcard Notices have been
mailed and 2,338 e-mails have been sent to potential Settlement
Class Members. (Id. ¶¶ 5, 6.) Of this number, 33 were returned
2 Transactions in Mynaric ordinary shares are not part of the Settlement and
does not qualify a person to be a Settlement Class Member. Also excluded from
the Settlement Class are all current and former officers, directors, and
management and supervisory board members of Mynaric, and immediate family
members of such persons. (ECF No. 30 ¶ 2.)
as undeliverable, of which 2 were forwarded, 31 were “skip-traced”
to obtain updated addresses, and one was re-mailed. (Id. ¶ 8.)
On June 27, 2025, the Summary Notice of Settlement was published
electronically on GlobeNewswire. (Id. ¶ 9.)
As of September 5, 2025, the Claims Administrator has received
no objections to the Settlement, no requests for exclusions, and
293 claims. (Id. ¶¶ 12, 13; ECF No. 34-1, “Second Craig Decl.” ¶¶
7, 8, 9.) The Claims Administrator noted that, because the audit
process on the claims is currently still ongoing, certain claims
may be later found to be incomplete or invalid. (Id.) Thus, the
finalized number of valid claims is not yet determined. (Id.)
At the Fairness Hearing, Lead Counsel confirmed that, as of
September 16, 2025, there remains 293 claims, no requests for
exclusion, and no objections to the settlement.
DISCUSSION
For the reasons set forth below, the Court finds the
Settlement to be fair, reasonable and adequate, satisfying the
factors articulated by the Second Circuit in City of Detroit v.
Grinnell Corp., 495 F.2d 448 (2d Cir. 1974), and Federal Rule of
Civil Procedure 23(e)(2).
I. Motion for Final Approval of Class Action Settlement
a. Grinnell Factors
To evaluate the substantive fairness of a settlement, the
Second Circuit sets forth nine factors:
(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
class action through the trial; (7) the
ability of the defendants to withstand a
greater judgment; (8) the range of the
settlement fund in light of the best possible
recovery; and (9) the range of reasonableness
of the settlement fund in light of the
attendant risk of litigation.
Grinnell, 495 F.2d 448, 463 (2d Cir. 1974). The Settlement here
satisfies the Grinnell factors. First, Lead Counsel has considered
the complexity and expense of a prolonged litigation, and has been
spared the work and risk associated with surviving a motion to
dismiss, conducting extensive discovery, surviving a motion for
summary judgment, and prevailing at trial. (Final Approval Mot.
at 10.) Second, the reaction of the class to the Settlement is
extremely positive. As Lead Counsel noted in its papers and at
the Fairness Hearing, there are no objections and no requests for
exclusion from the class. (Id. at 11-12.) Third, Myranic’s
ongoing restructuring abroad adds further complexity and risk to
this action, including the discharge of Myranic’s liabilities,
which Lead Plaintiff and Lead Counsel have considered. (Id. at
10.) Fourth, any award at trial and upheld on appeal would have
been difficult to collect against the individual defendants who
reside in Europe – particularly because the extent and location of
their assets is largely unknown. (Id. at 11.) Fifth, Lead Counsel
and Lead Plaintiff have conducted a thorough investigation of the
strengths and weaknesses of the claims, and determined that even
if they obtained a successful verdict on all claims, they could
only recover aggregated damages of approximately $797,000. (Id.
at 1.) The Settlement Amount ($300,000) represents approximately
37.6% of the maximum estimated recovery, which is above the typical
recovery rate that courts have deemed reasonable in other cases.
(Id. at 17.); see, e.g., In re China Sunergy Sec. Litig., No. 07-
cv-7895 (DAB), 2011 WL 1899715, at *5 (S.D.N.Y. May 13, 2011) (“the
average settlement amounts in securities fraud class actions . .
. have ranged from 3% to 7% of the class members’ estimated
losses”); In re Merrill Lynch & Co., Ins. Rsch. Reps. Sec. Litig.,
No. 02-MDL-1484 (JFK), 2007 WL 313474, at *10 (S.D.N.Y. Feb. 1,
2007) (a recovery of approximately 6.25% was “at the higher end of
the range of reasonableness of recovery in class action[]
securities litigations.”)
b. Rule 23(e)(2) Factors
The Settlement also meets all fairness requirements provied
in Federal Rule of Civil Procedure 23(e)(2). Rule 23(e)(2)
enumerates four factors that courts should consider:
(A) the class representatives and class
counsel have adequately represented the class;
(B) the proposal was negotiated at arm’s-
length; (C) the relief provided for the class
was adequate; and (D) the proposal treats
class members equitably relative to each
other.
Fed. R. Civ. P. 23(e)(2). For substantially the same reasons as
discussed above, these factors are also satisfied. Moreover, Lead
Plaintiff was represented by a highly-qualified law firm, which
was familiar with the legal and factual strengths and weaknesses
of the case. (Final Approval Mot. at 8-9.) Additionally, as is
standard in securities class actions, the parties have entered
into a confidential Supplemental Agreement, which the Court has
reviewed in camera, that provides Defendants with the opportunity
to terminate the Settlement if a certain number of class members
meeting certain criteria exclude themselves from the class. (Id.
at 18.) Finally, as delineated in Lead Plaintiff’s plan of
allocation, Settlement Class members are treated equally and will
be entitled to recover on a pro rata basis based on the size of
their losses. (Id. at 19.) Accordingly, the Court finds the
Settlement is fair and satisfies both the Grinnell factors and
Rule 23(e)(2).
II. Lead Counsel’s Motion for Attorneys’ Fees, Costs, and an Award
to Lead Plaintiff
a. Attorneys’ Fees in the Amount of 33 1/3% of the
Settlement Fund
Lead Counsel requests attorneys’ fees in the amount of 33
1/3% of the gross Settlement fund, or $100,000. (Fee Mot. at 1.)
Defendants take no position on this request. Lead Counsel attest
that they have devoted, in aggregate, 140.63 hours in the
prosecution of this matter, with a lodestar amount of $122,623.
(Id. at 1.; ECF No. 33, “Silverman Decl.” ¶¶ 60, 61.) The Court
has reviewed Lead Counsel’s contemporaneous billing records, (ECF
No. 35), comprising the lodestar calculation amount of $122,623,
and finds Lead Counsel’s billing entries to be reasonable and
appropriate. Thus, on a lodestar cross-check, the requested fee
award would fall below what Lead Counsel could have earned through
standard billing rates.
In Goldberger v. Integrated Resources, Inc., 209 F.3d 43, 50
(2d Cir. 2000), the Second Circuit identified several factors in
assessing a reasonable fee award:
(1) time and labor expended by counsel; (2)
the magnitude and complexity of the
litigation; (3) the risks of the litigation;
(4) the requested fee in relation to the
settlement; (5) the quality of representation;
and (6) public policy considerations.
Id. For the reasons stated in the preceding sections, Lead Counsel
asserts that all Goldberger factors weigh in favor of the requested
fee award. (Fees Mot. at 6-17.) Lead Counsel expended
approximately 140 hours on this litigation and has obtained a
successful outcome for Lead Plaintiff and all those similarly
situated. These hours included a diligent investigation into its
claims, which uncovered the issues relating to Myranic’s
restructuring. Lead Counsel is also assuming risk of non-payment
with this case, given the contingency arrangement and the risks
associated with this case. For example, the restructuring process
threatened to discharge Myranic’s liabilities, certain concerns
regarding personal jurisdiction over the individual defendants,
issues regarding restructuring and collection due to international
defendants, and the general difficulties of proving securities
cases – particularly the element of scienter – to a jury. (See
generally ECF No. 32-1.)
Lead Counsel was also opposed by able and highly experienced
attorneys from Sullivan & Cromwell LLP. (Fees Mot. at 12.)
Despite experienced and highly qualified opposing counsel, Lead
Counsel was able to obtain a positive settlement, both in terms of
the amount of recovery and response to the settlement. As noted
above, there are no objections to this settlement and no class
members have requested exclusion. (See Craig Decl. ¶¶ 12, 13;
Second Craig Decl. ¶¶ 7, 8.) Accordingly, due to the risk factors
associated with this case and the lodestar cross-check, the Court
finds a fee award of 33 1/3% of the Settlement Fund to be
reasonable.
b. Reimbursement of $14,551.64 of Costs to Lead Counsel
Lead Counsel requests reimbursement of costs in the amount of
$14,551.64. (Fees Mot. at 17-18; Silverman Decl. ¶¶ 2, 72, 75.)
The Second Circuit has held that counsel is entitled to
reimbursement from the common fund for reasonable litigation
expenses that would have been reimbursed by an hourly-billed
client. See In re Agent Orange Prod. Liab. Litig., 818 F.2d 226,
238 (2d Cir. 1987); Fed. R. Civ. P. 23(h). The expenses for which
Lead Counsel seeks to be reimbursed include filing fees, legal
research, copy and clerical fees, expert fees, private
investigator fees, PSLRA press releases, and travel, lodging and
meals. (Silverman Decl. ¶ 75.) Approximately 41% of the total
costs were expended on experts in this case, and all costs were
approved by Lead Plaintiff. (Id. ¶¶ 75, 76, 77.) Lead Counsel
also notes that class members have been apprised that costs may be
up to $20,000, and no objections have been filed. (Id. ¶ 78.)
Accordingly, the Court finds that these costs are reasonable and
Lead Counsel may be reimbursed for $14,551.64 in costs.
c. Compensatory Award of $5,000 to Lead Plaintiff
Lead Plaintiff is seeking a compensatory award of $5,000.
(Fees Mot. at 18-19.) The Private Securities Litigation Reform
Act (“PSLRA”) permits lead plaintiffs to seek an “award of
reasonable costs and expenses (including lost wages) directly
relating to the representation of the class[].” 15 U.S.C. § 78u-
4(a)(4). “Courts in this Circuit routinely award such costs and
expenses both to reimburse the named plaintiffs for expenses
incurred through their involvement with the action and lost wages,
as well as to provide an incentive for such plaintiffs to remain
involved in the litigation and to incur such expenses in the first
place.” (Fees Mot. at 18.) Lead Plaintiff and Lead Counsel attest
that Lead Plaintiff reviewed case materials, conferred more than
a dozen times with counsel about case developments, consulted with
counsel about the settlement, and reviewed and authorized
settlement proposals. (See ECF No. 33-1, the “Trostroff Decl.”)
Lead Counsel has also cited several cases where similar awards
have been given to Lead Plaintiff. See, e.g., Martinek v. Amtrust
Financial Serv., Inc., No. 19-cv-8030 (KPF), 2022 WL 16960903 at
*1 (S.D.N.Y. Nov. 16, 2022) (awarding lead plaintiff a compensatory
award of $15,000); Lea v. Tal Educ. Grp., No. 18-cv-5480 (KHP),
2021 WL 5578665, at *1 (S.D.N.Y. Nov. 30, 2021) (awarding lead
plaintiff a compensatory award of $7,500). To compensate Lead
Plaintiff for the extra time and effort spent bringing this class
action to its conclusion, the Court finds that a relatively modest
award of $5,000 is reasonable. Accordingly, Lead Plaintiff’s
request for a $5,000 compensatory award is granted.
CONCLUSION
For the foregoing reasons, Lead Plaintiff’s Motion for Final
Approval of the Class Action Settlement and Lead Counsel’s Motion
for Attorneys’ Fees are GRANTED. Final judgment will enter in a
forthcoming order, and the Clerk of Court is respectfully directed
to close this case.
So ordered. b “7 YY, a
“VY “ * wwe
Dated: September 22, 2025
Brooklyn, New York Kiyo A. Matsumoto
United States District Judge
Eastern District of New York
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