The opinion
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
GARY THOMAS CARONE, derivatively on behalf of
SCOTTS MIRACLE-GRO COMPANY, :
: Case No. 2:24-cv-04180
Plaintiffs, :
: Judge Algenon L. Marbley
v. :
: Magistrate Judge Chelsey M. Vascura
JAMES HAGEDORN, et al., :
:
Defendants, :
:
and :
:
SCOTTS MIRACLE-GRO COMPANY, :
:
Nominal Defendant. :
_______________________________________
IN RE THE SCOTTS MIRACLE-GRO :
COMPANY DERIVATIVE LITIGATION, :
: Case No. 2:24-cv-03636
:
: Judge Algenon L. Marbley
:
: Magistrate Judge Chelsey M. Vascura
OPINION & ORDER
This matter is before this Court on Plaintiff Gary Carone’s Unopposed Motion to
Consolidate Related Stockholder Derivative Actions. (ECF No. 24). Specifically, the Motion
moves to consolidate this matter (the “Carone Action”) with the lawsuit captioned In re Scotts
Miracle-Gro Company Derivative, Case No. 2:24-cv-03636 (S.D. Ohio) (“the Related Action”).
For the reasons set forth below, this Court GRANTS the Motion.
I. BACKGROUND
The actions Plaintiff seeks to consolidate are presently pending before this Court. The
Carone Action Complaint was filed on November 19, 2024, derivatively and on behalf of nominal
defendant, The Scotts Miracle-Gro Company (“Scotts”). (2:24-cv-04180, ECF No. 1). It is a
shareholder derivative action seeking to remedy allegations of breaches of fiduciary duties as
officers and/or directors of Scotts, unjust enrichment, and violations of Sections 14(a) and 20(a)
of the Securities Exchange Act of 1934. (Id.). On March 3, 2025, this Court consolidated two other
shareholder derivative actions captioned Scott v. The Scotts Miracle-Gro Company, et al., Case
No. 2:24-cv-03636-ALM-CMV (filed July 8, 2024) and Ayers v. Hagedorn, et al., Case No. 1:24-
cv-00402-JPH (filed July 30, 2024) that ultimately became the Related Action. This Court ordered
that the Consolidation Order shall apply to “each shareholder derivative action arising out of the
same, or substantially the same, transactions or events as these cases, which is subsequently filed
in, removed to, reassigned to, or transferred to this Court.” (ECF No. 24 at 3). Like the Carone
Action, the Related Action seeks to remedy certain alleged wrongdoings by certain current and
former members of its Board of Directors and executive officers for breaches of fiduciary duties
and unjust enrichment. Plaintiff’s Motion is unopposed.
II. STANDARD OF REVIEW
Under Federal Rule of Civil Procedure 42(a), if actions before a court involve a common
question of law or fact, the court has the discretion to: (1) join for hearing or trial any or all matters
at issue in the actions; (2) consolidate the actions; or (3) issue any other orders to avoid unnecessary
cost or delay. The underlying objective of consolidation “is to administer the court’s business with
expedition and economy while providing justice to the parties.” Advey v. Celotex Corp., 962 F.2d
1177, 1180 (6th Cir. 1992) (internal quotation marks and citation omitted). The Court must take
care “that consolidation does not result in unavoidable prejudice or unfair advantage.” Cantrell v.
GAF Corp., 999 F.2d 1007, 1011 (6th Cir. 1993).
III. LAW & ANALYSIS
For purposes of Rule 42 consolidation, questions of law and fact need not be
identical. MacLean v. Evans, Mechwart, Hambleton & Tilton, Inc., No. 2:09-CV-521, 2009 WL
2983072, at *2 (S.D. Ohio Sept. 14, 2009) (“[T]hese cases involve many of the same facts and
legal issues . . . and that is enough to justify consolidation.”) (internal quotation marks and citations
omitted). Rule 42 gives the Court discretion to consolidate as long as there are some common
questions of law or fact. Id.
The Carone Action and Related Action involve some of the same parties. Specifically, both
actions are on behalf of Scotts, and the cases contain overlapping named defendants. Overall, this
Court finds there is significant overlap in law and fact between the cases, which strongly supports
consolidation.
The Court next turns to the question of whether specific risks of prejudice and possible
confusion are overborne by the savings of litigant and judicial resources achieved by consolidation.
Factors that may cause prejudice and confusion include complex legal theories and factual
proof. See Choi v. Stevenson Co., No. 3:08–CV–0057–S, 2011 WL 1625055 (W.D. Ky. Apr. 28,
2011). Absent prejudice, consolidation is usually the most efficient method of adjudicating cases
arising from common law or fact. MacLean, 2009 WL 2983072, at *1. Efficiency is determined
by the need to analyze issues common to all parties, overlap in discovery, witnesses, and
evidence. Id. at *2. Here, consolidation was unopposed, and both cases are already pending before
this Court. This Court finds that consolidation of the Carone Action and Related Action will be
the most efficient method of adjudicating these related matters and will not unfairly prejudice any
parties or cause any significant confusion. Therefore, this Court GRANTS the Motion to
Consolidate. (2:24-cv-04180, ECF No. 24).
IV. CONCLUSION
For the reasons set forth above, this Court GRANTS the Motion to Consolidate. (2:24-cv-
04180, ECF No. 24). Accordingly, the Carone Action (2:24-cv-04180), and Related Action (2:24-
cv-03636) are CONSOLIDATED (the “Consolidated Action”). This Court hereby orders:
e The Consolidated Action will be captioned: In re The Scotts Miracle-Gro Company
Derivative Litigation, Case No. 2:24-cv-03636-ALM-CMV.
e The Clerk of the Court is directed to administratively close Carone v. Hagedorn, et al.,
Case No. 2:24-cv-04180-ALM-CMV. This administrative closure is solely for
administrative purposes and shall not operate as a dismissal on the merits of any claims
or defenses.
e All future filings shall be made only in the Consolidated Action, /n re The Scotts Miracle-
Gro Company Derivative Litigation, Case No. 2:24-cv-03636-ALM-CMV.
e All papers and documents previously filed and/or served in the Carone Action shall be
deemed a part of the record in the Consolidated Action.
IT IS SO ORDERED.
ALGENOML. MARBL
UNITED STATES DISTRICT JUDGE
DATED: December 10, 2025