“[T]he odds of 20 winning a derivative lawsuit [are] extremely small.”
How later courts described this case
- “[T]he odds of 20 winning a derivative lawsuit [are] extremely small.”
- “The doctrine of demand futility, the business 2 judgment rule, and the generally uncertain prospect of 3 establishing a breach of fiduciary duties combine to make 4 shareholder derivative suits an infamously uphill battle for 5 plaintiffs.”
Written by the judges who cited it.
The opinion
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5
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7
8 UNITED STATES DISTRICT COURT
9 EASTERN DISTRICT OF CALIFORNIA
10 ----oo0oo----
11
12 In re ORIGIN MATERIALS, INC., No. 2:25-cv-777-WBS-JDP
STOCKHOLDER DERIVATIVE LITIGATION
13 (Consolidated)
14 MEMORANDUM AND ORDER RE:
PLAINTIFF’S UNOPPOSED MOTION
15 FOR PRELIMINARY APPROVAL OF
DERIVATIVE ACTION SETTLEMENT
16
17
----oo0oo----
18
Plaintiffs brought this shareholder derivative action
19
against defendant Origin Materials, Inc., alleging violations of
20
section 14(a) of the Securities Exchange Act of 1934 (15 U.S.C. §
21
78n(a)) and Rule 14a-9 (17 C.F.R. § 240.14a-9). (See Docket No.
22
1 at 5.) Plaintiffs have filed an unopposed motion for
23
preliminary approval of derivative action settlement. (See
24
Docket No. 25-1.)
25
I. Background and Proposed Settlement
26
This is one of four related cases assigned to the
27
undersigned judge that involve claims under the Securities
28
1 Exchange Act of 1934 against several of the same defendants based
2 on the same subject matter, namely the development and
3 construction of the Origin 2 plant.
4 Origin, which is headquartered in West Sacramento,
5 California, is a Delaware corporation “specializing in developing
6 and commercializing sustainable materials to replace traditional
7 petroleum-based materials used in various industries.” (Docket
8 No. 25-1 at 10.) On February 21, 2021, Origin announced a new
9 capital projects plan that involved the construction of “two
10 commercial-style plants”: Origin 1 and Origin 2. (Id.) “Origin
11 1 was expected to be operational by the end of 2022. Origin 2, a
12 significantly larger manufacturing plant, was expected to be
13 operational by mid-2025, and to supply the majority of the
14 Company’s products from 2025 until 2027.” (Id.)
15 Plaintiffs’ derivative claims “arise from allegations
16 that the Individual Defendants breached their fiduciary duties as
17 officers and directors of Origin by making and/or permitting the
18 issuance of materially false and misleading statements” and
19 failures to disclose certain problems in Origin’s technological
20 processes and production capabilities. (Id. at 10—11.)
21 Specifically, plaintiffs alleged that Origin failed to
22 disclose that: (1) “the Company was experiencing chemical fouling
23 issues ‘at every step’ of the process of converting CMF to PX at
24 commercial scale”; (2) “fouling issues were causing substantial
25 delays during the FEL 2 phase of the Origin 2 project”; (3) “the
26 Individual Defendants had been planning internally to scale down
27 production of PX at Origin 2 or to shift focus toward another
28 product”; (4) “the Individual Defendants had been planning
1 internally to split construction of Origin 2 into two phases”;
2 (5) “the Company entered into a deal with Avantium N.V.
3 (‘Avantium’) to produce FDCA at Origin 2 to compensate for the
4 Company’s difficulties associated with producing PX at scale”;
5 (6) “contrary to the timeline repeatedly disseminated by the
6 Individual Defendants, Avantium advised that it would take
7 several years before Origin 2 could become operational with
8 respect to production of FDCA”; (7) “despite representations
9 concerning the oversight responsibilities of Board and its
10 committees, neither adequately monitored the accuracy of the
11 public statements issued on behalf of, or concerning, the
12 Company”; (8) “Origin’s internal controls over legal compliance,
13 including all laws and regulations governing the content of the
14 Company’s public disclosures, were inadequate”; and (9) “as a
15 result, the positive statements concerning the Company’s
16 business, operations, and prospects were materially misleading
17 and lacked a reasonable basis at all relevant times.” (Id.)
18 According to plaintiffs:
19 When it was finally disclosed that Origin 2 would no
longer produce PET derived from PX, instead focusing
20
on producing PEF derived from FDCA, and that
21 construction of Origin 2 would be broken up into two
phases, with phase 1 expected to be operational by
22 late-2026 or 2027 and phase 2 expected to be
operational by 2028, on August 9, 2023, the price of
23 Origin stock declined significantly.
24 (Id. at 11.) Thereafter, litigation commenced.
25 The parties propose settlement terms that include nine
26 areas of reform to Origin’s corporate governance structures and
27 practices: (1) “Enhancement of the Board’s Oversight functions”
28
1 (Id. at 14); (2) “Creation of a Board Operational Excellence
2 Committee” (Id. at 15); (3) “Amendments to Audit Committee
3 Responsibilities” ( Id. at 15—16); (4) “Maintaining a Management
4 Disclosure Committee” ( Id. at 16—17); (5) “Creation of a Chief
5 Compliance Officer” (Id. at 17); (6) “Creation of a Management
6 Product and Technology Committee” (Id. at 17—19); (7) “Executive
7 Reports” (Id. at 19); (8) “Cost Reduction Initiatives” ( Id. at
8 19); and (9) “Enhancements to the Whistleblower Policy” (Id. at
9 20—21).
10 According to plaintiffs, “the Reforms directly target
11 the alleged governance deficiencies that enabled the wrongdoing
12 alleged in the Derivative Matters” and , if approved, they “will
13 not only prevent recurrence of the wrongs alleged . . . but will
14 . . . generally strengthen Origin’s corporate governance,
15 oversight, and internal controls.” (Id. at 13.) Moreover,
16 Origin agrees to “adopt, implement, and maintain the Reforms
17 within sixty days of an Order granting final approval of the
18 settlement” and has further agreed to “maintain the Reforms for
19 at least three (3) years.” (Id.)
20 II. Discussion
21 Federal Rule of Civil Procedure 23.1 provides that a
22 shareholder “derivative action may be settled, voluntarily
23 dismissed, or compromised only with the court’s approval.” Fed.
24 R. Civ. P. 23.1(c). “Rule 23 requires courts to employ a two-
25 step process in evaluating a class action or derivative action
26 settlement.” In re Wells Fargo & Co. Shareholder Derivative
27 Litig., No. 16-cv-05541-JST, 2019 WL 13020734, at *4 (N.D. Cal.
28 May 14, 2019). Under Rule 23(e)(2), the court at step one “must
1 make a preliminary determination that the settlement is fair,
2 reasonable, and adequate.” Id. (internal citation and quotations
3 omitted). The court may approve the settlement only if it is
4 found to be “fundamentally fair, adequate, and reasonable.” In
5 re Hewlett-Packard Co. S'holder Derivative Litig., No. 3:12-cv-
6 06003-CRB, 2015 WL 1153864, at *3 (N.D. Cal. Mar. 13, 2015)
7 (internal citation and quotations omitted). “[I]f the court
8 preliminarily approves a derivative action settlement, notice
9 ‘must be given to shareholders or members in the manner that the
10 court orders.’” In re Wells, 2019 WL 13020734, at *4 (quoting
11 Fed. R. Civ. P. 23.1(c)). Only then will the court hold a
12 hearing in order to “make a final determination whether the
13 settlement is ‘fair, reasonable, and adequate.’” Id. (quoting
14 Fed. R. Civ. P. 23(e)(2)).
15 Courts consider a broad range of factors when
16 evaluating the “fairness, reasonableness, and adequacy” of a
17 proposed settlement in the context of a derivative action. In re
18 Lyft, Inc. Derivative Litig., No. 20-cv-09257-HSG, 2024 WL
19 4505474, at *4 (N.D. Cal. Oct. 16, 2024). Such factors include,
20 “the strength of the plaintiffs' case; the risk, expense,
21 complexity, and likely duration of further litigation; ... the
22 amount offered in settlement; the extent of discovery completed
23 and the stage of the proceedings; [and] the experience and views
24 of counsel ....” In re Wells Fargo, 2019 WL 13020734, at *4
25 (internal citation and quotations omitted). In addition, courts
26 consider “the extent of the benefit to be derived from the
27 proposed settlement by the corporation, the real party in
28 interest.” In re Pinterest Derivative Litig., No. 20-cv-08331-
1 WHA, 2022 WL 484961, *3 (N.D. Cal. Feb. 16, 2022) (internal
2 citation and quotations omitted). Importantly, the court must
3 ensure that the proposed settlement is not “the product of fraud
4 or overreaching by, or collusion between, the negotiating
5 parties.” In re Hewlett-Packard, 2015 WL 1153864, at *3
6 (internal citation and quotation omitted); see also Lloyd v.
7 Gupta, No. 15-cv-04183-MEJ, 2016 WL 3951652, at *4 (N.D. Cal.
8 July 22, 2016) (internal citation and quotations omitted)
9 (explaining that a court will take into account whether “the
10 settlement is the result of arm's-length negotiations in which
11 plaintiffs' counsel has effectively represented the interest of
12 the shareholder class, and whether the substantive terms of the
13 settlement are in the interests of [the company] and its
14 shareholders relative to the likely rewards of litigation.”).
15 At this preliminary approval stage, the court only
16 needs to determine whether or not the proposed settlement is
17 “within the range of possible approval.” In re Tableware
18 Antitrust Litig., 484 F. Supp. 2d 1078, 1080 (N.D. Cal. 2007)
19 (internal citation and quotations omitted); see In re Wells
20 Fargo, 2019 WL 13020734, at *4.
21 A. Benefits to the Corporation
22 “The principal factor to be considered in determining
23 the fairness of a settlement concluding a shareholders'
24 derivative action is the extent of the benefit to be derived from
25 the proposed settlement by the corporation, the real party in
26 interest.” In re Apple Computer, Inc. Derivative Litig., No. 06-
27 cv-4128-JF-(HRL), 2008 WL 4820784, at *2 (N.D. Cal. Nov. 5, 2008)
28 (internal citation and quotation omitted); see also Mego
1 Financial Corp. Sec. Litig., 213 F.3d 454, 459 (9th Cir. 2000).
2 Here, the proposed settlement consists primarily of
3 corporate governance reforms that the parties agree are designed
4 to achieve the following ends:
5
(1) “[I]mprove Origin’s risk oversight functions through
6 updates to the Board’s oversight functions;”
7
(2) “[E]nsure that the Company’s manufacturing capabilities
8 and processes conform to its target production goals as
expressed in public statements;”
9
10 (3) “[E]nhance the Audit Committees’ risk oversight
responsibilities and capabilities;”
11
12 (4) “[E]nsure that the Company’s significant public
statements are reviewed for accuracy, integrity, and
13 compliance with applicable laws and regulations as well
14 as GAAP and non-GAAP requirements, protocols, and
procedures through the maintenance of a management-
15 level Disclosure Committee;”
16
(5) “[E]nhance oversight of the Company’s corporate
17 governance policies through the creation of a CCO
position;”
18
19 (6) “[I]mprove oversight of key technological initiatives
through the creation of a management-level Product and
20
Technology Committee;”
21
(7) “[P]rovide regular executive reports to the Board
22
regarding the Company’s financial condition and
23 business prospects;”
24
(8) “[M]inimize costs to the Company in the near term
25 through cost reduction initiatives; and”
26
(9) “[P]rotect and incentivize employees with legitimate
27 concerns regarding the Company’s management to voice
28
1 their concerns through updates to the Company’s
Whistleblower Policy.”
2
(Docket No. 25-1 at 24.) “[C]ourts have recognized that
3
corporate governance reforms ... provide valuable benefits to
4
public companies.” In re NVIDIA Corp. Derivative Litig., No. 06-
5
cv-06110-SBA-(JCS), 2008 WL 5382544, at *3 (N.D. Cal. Dec. 22,
6
2008) (internal citation and quotations omitted).
7
The settlement here also fixes the proposed corporate
8
governance reforms in place for three years. (Docket No. 25-1 at
9
24 n. 3). In Cohn v. Nelson, the court found that corporate
10
governance measures included in a proposed settlement, when held
11
in place for at least three years, tend to “provide meaningful
12
ways of avoiding the problems [the company] experienced in the
13
recent past.” 375 F.Supp.2d 844, 850 (E.D. Mo. 2005). Courts
14
have also found that a “three-year commitment should enhance
15
consumer, investor, and employee trust in [the Corporation’s]
16
corporate governance.” In re Lyft, 2024 WL 4505474 at *4.
17
“The reaction of shareholders also factors into
18
assessing the fairness of a settlement.” In re Pinterest
19
Derivative Litig., No. 20-cv-08331-WHA, 2022 WL 2079712, at *1
20
(N.D. Cal. June 9, 2022). Consequently, “because potential
21
buyers of [the Corporation’s] stock likely will view [the]
22
reforms as an additional reason to purchase the stock, this
23
three-year period should confer financial benefits to [the
24
Corporation].” In re Lyft, 2024 WL 4505474 at *4 (internal
25
citation and quotation marks omitted); see also In re Rambus Inc.
26
Derivative Litig., No. 06-cv-3513-JF-(HRL), 2009 WL 166689 (N.D.
27
Cal. Jan. 20, 2009) (“The Settlement provides long term remedial
28
1 measures that are specifically designed to protect the
2 shareholders.”).
3 Additionally, “without a settlement, Plaintiffs face[ ]
4 the prospect of additional or collateral litigation ... further
5 prolonging any resolution beneficial to [Origin].” In re Wells
6 Fargo, 2019 WL 13020734, at *6; see In re Apple Computer, Inc.,
7 2008 WL 4820784, at *3 (internal citation and quotations omitted)
8 (“[T]he risk, expense, complexity, and likely duration of further
9 litigation are additional factors that should be considered in
10 determining the fairness of a proposed settlement.”).
11 Plaintiffs here acknowledge “the significant risk that
12 continued litigation may not lead to any recovery for Origin.”
13 (Docket No. 25-1 at 25); see Basaraba v. Greenberg, No. 13-cv-
14 5061-PSG-(SHX), 2014 WL 12591677, at *3 (C.D. Cal. Nov. 10, 2014)
15 (“In the context of shareholder derivative litigation, even the
16 strongest cases have a very low likelihood of success due to the
17 myriad legal, procedural, and discovery protections afforded
18 director and officer defendants.”); see also In re Pac. Enter.
19 Sec. Litig., 47 F.3d 373, 378 (9th Cir. 1995) (“[T]he odds of
20 winning a derivative lawsuit [are] extremely small.”) They argue
21 that “the uncertainties of further litigation demonstrate that
22 the proposed Settlement is within the range of approval and
23 warrants Court approval.” (Docket No. 25-1 at 25.)
24 In particular, plaintiffs recognize the difficulties
25 imposed by the heightened pleading standards in Rule 23.1 and
26 state that they were “mindful of the inherent challenges of
27 establishing demand futility.” (Id.); see In re Fab Universal
28 Corp. S'holder Derivative Litig., 148 F. Supp. 3d 277, 281–82
1 (S.D.N.Y. 2015) (“The doctrine of demand futility, the business
2 judgment rule, and the generally uncertain prospect of
3 establishing a breach of fiduciary duties combine to make
4 shareholder derivative suits an infamously uphill battle for
5 plaintiffs.”); see also Kamen v. Kemper Fin. Servs. Inc., 500
6 U.S. 90, 96 (1991) (holding that “extraordinary conditions” are
7 required in order for a plaintiff to establish demand
8 futility.”).
9 The proposed settlement bypasses these hurdles, aiming
10 to ensure that Origin does not miss out on the opportunity to
11 receive a benefit. See In re AOL Time Warner S'holder Derivative
12 Litig., No. 02-cv-6302-(SWK), 2006 WL 2572114, at *5 (S.D.N.Y.
13 Sept. 6, 2006) (“Termination of the litigation at this stage of
14 the proceedings ‘obviate[es] the expenditure of any future time
15 and expense in connection with this action,’ and will allow the
16 Company to direct its full attention to its substantive
17 business.”) (citation omitted).
18 At the step-one preliminary approval stage, then, the
19 court is persuaded that the benefits of the proposed settlement
20 are sufficient to justify granting of the preliminary approval.
21 B. Adequacy of Negotiation
22 Courts are required to “ensure that the agreement is
23 not the product of fraud or overreaching by, or collusion
24 between, the negotiating parties.” In re NVIDIA, 2008 WL 5382544
25 at *2 (internal citation and quotations omitted). However, “[a]n
26 initial presumption of fairness is usually involved if the
27 settlement is recommended by class counsel after arm’s length
28 bargaining.” Urena v. Cent. California Almond Growers Assn., No.
1 1:18-cv-517-NONE-EPG, 2020 WL 3483280, at *11 (E.D. Cal. June 26,
2 2020), report and recommendation adopted, No. 1:18-cv-517-NONE-
3 EPG, 2020 WL 4593824 (E.D. Cal. Aug. 11, 2020) (quotation
4 omitted). Additionally, “[t]he involvement of counsel with
5 significant experience in derivative litigation, who appear ‘on
6 behalf of all parties,’ weighs in favor of a non-collusive
7 settlement.” In re Lyft, 2024 WL 4505474 at *5 (citation
8 omitted).
9 Here, “Defendants were represented by esteemed counsel
10 from Freshfields US LLP.” (Docket No. 25-1 at 28.) Plaintiffs
11 were likewise represented by counsel with significant experience
12 in derivative litigation. (Docket No. 25-2 at 87—130.)
13 Plaintiffs assert that “counsel on both sides possessed a firm
14 understanding of the strengths and weaknesses of the claims and
15 defenses in the Derivative Matters.” (Docket No. 25-1 at 28—29
16 (“Specifically, prior to the Settlement, Settling Stockholders’
17 Counsel was well-informed about the legal and factual issues the
18 litigation posed as they conducted extensive research and
19 investigation into the claims and underlying issues in their
20 investigation.”).) This included, among other things,
21 significant research and investigation, preparation of a
22 settlement demand, “extensive settlement discussions with
23 [opposing] counsel,” “the exchange of corporate governance reform
24 proposals and counteroffers,” and “negotiating and drafting the
25 term sheet and subsequent settlement documentation for
26 presentment to the Court.” (Id. at 29.)
27 Here counsel assert that “[o]nly after reaching an
28 agreement in principle on the Reforms did the Settling Parties
1 discuss attorneys’ fees.” (Id.) Plaintiffs argue that the
2 proposed “Fee and Expense Amount of $700,000.00 . . . represents
3 a fair, reasonable, beneficial, and practical resolution of
4 highly uncertain litigation,” and that the terms of the
5 settlement “fairly account for the risks and potential rewards of
6 the claims being settled.” (Id.) “[T]he Parties agree that the
7 Settlement ‘confers substantial benefits upon the Company and its
8 stockholders and that the adoption, implementation, and
9 maintenance of the Reforms are in the best interests of the
10 Company and its stockholders.” (Id.)
11 “‘Great weight’ is accorded to the recommendation of
12 counsel, who are most closely acquainted with the facts of the
13 underlying litigation.” Nat'l Rural Telecommunications Coop. v.
14 DIRECTV, Inc., 221 F.R.D. 523, 528 (C.D. Cal. 2004) (citing In re
15 Painewebber Ltd. P'ships Litig., 171 F.R.D. 104, 125
16 (S.D.N.Y.1997)); see also Pac. Enters. Sec. Litig., 47 F.3d at
17 378 (“Parties represented by competent counsel are better
18 positioned than courts to produce a settlement that fairly
19 reflects each party's expected outcome in the litigation.”).
20 Therefore, “the trial judge, absent fraud, collusion, or the
21 like, should be hesitant to substitute its own judgment for that
22 of counsel.” Nat'l Rural Telecommunications Coop., 221 F.R.D. at
23 528 (citing Cotton v. Hinton, 559 F.2d 1326, 1330 (5th
24 Cir.1977)); see also Griffin v. Consol. Commc'ns, No. 2:21-cv-
25 885-WBS-KJN, 2023 WL 3853643, at *4 (E.D. Cal. June 6, 2023)
26 (Shubb, J.) (“Given counsel's representation that the settlement
27 reached was the product of arms-length bargaining following
28 extensive informal discovery and with the help of an experienced
1 mediator, this factor weighs in favor of final approval.”); see
2 La Fleur v. Med. Mgmt. Int'l, Inc., No. 5:13-cv-00398, 2014 WL
3 2967475, at *4 (N.D. Cal. June 25, 2014) (“Settlements reached
4 with the help of a mediator are likely non-collusive.”).
5 The court is therefore satisfied that the proposed
6 settlement falls within the range that may be approved.
7 III. Notice Plan
8 Once the court preliminarily approves the proposed
9 settlement in a derivative action, notice “must be given to
10 shareholders or members in the manner that the court orders.”
11 Fed. R. Civ. P. 23.1(c). “The Court considers whether such
12 notice would be sufficient to reach the majority of interested
13 stockholders” when determining an appropriate method of notice as
14 part of its separate evaluation of the proposed notice procedure.
15 Bushansky v. Armacost, No. 12-cv-01597-JST, 2014 WL 2905143, at
16 *6 (N.D. Cal. June 25, 2014) (citation omitted).
17 Here, the parties agree to provide notice as follows:
18 Within fourteen (14) days after the Court’s entry of
the Preliminary Approval Order, the Notice shall be
19
provided through: (i) the filing of a Current Report
20 on Form 8-K with the SEC by the Company, which shall
include as attachments the approved Settlement Notice
21 and the Stipulation and exhibits thereto; (ii) the
publication of the Settlement Notice one time in
22 Investor’s Business Daily or www.investors.com; and
(iii) the posting of the SEC Form 8-K with the
23
Settlement Notice, Stipulation and exhibits thereto on
24 the Investor Relations portion of the Company’s
website through the date of the Settlement Hearing.”
25
(Docket No. 25-1 at 30—31.)
26
Courts have found that procedures similar to the ones
27
proposed here are sufficient to satisfy the requirements of both
28
1 Rule 23.1 and due process. See In re Lyft, 2024 WL 4505474 at
2 *7; see In re Hewlett-Packard Co. S'holder Derivative Litig., 716
3 F. App'x 603, 608 (9th Cir. 2017) (upholding a district court's
4 approval of notice procedures that included the parties placing
5 notice in prominent publications and where the parties posted the
6 notice on the company's website); Bushansky, 2014 WL 2905143, at
7 *6 (collecting cases). Here, the court reaches the same
8 conclusion.
9 Here, the court finds that the notice proposed by the
10 parties “describes the terms of the settlement in sufficient
11 detail to alert those with adverse viewpoints to investigate and
12 to come forward and be heard.” In re Hewlett-Packard, 716 F.
13 App'x at 609 (quoting Churchill Vill., L.L.C. v. Gen. Elec., 361
14 F.3d 566, 575 (9th Cir. 2004)). The Notice summarizes and
15 explains in plain language the: (1) “facts and considerations
16 that caused the Parties and their respective counsel to conclude
17 that the proposed Settlement is fair, reasonable, adequate, and
18 in Origin’s best interests”; (2) “procedure for objecting to the
19 proposed Settlement”; and (3) “date, place, and time of the
20 Settlement Hearing.” (Docket No. 25-1 at 30; see Docket No. 25-2
21 at 68—80.) As such, the court is satisfied that the notice
22 process proposed in this settlement agreement is “reasonably
23 calculated, under all the circumstances, to apprise all
24 [shareholders] of the proposed settlement.” See Roes, 1-2 v.
25 SFBSC Mgmt., LLC, 944 F.3d 1035, 1045 (9th Cir. 2019) (internal
26 citation and quotations omitted).
27 IV. Attorney’s Fees
28 “[B]ecause of the danger that parties will overestimate
1 the value of injunctive relief in order to inflate fees, courts
2 must be particularly careful when ascribing value to injunctive
3 relief for purposes of determining attorneys' fees, and avoid
4 doing so altogether if the value of the injunctive relief is not
5 easily measurable.” Roes, 944 F.3d at 1055. Here, the terms of
6 the proposed settlement provide for a fee and expense amount
7 totaling $700,000.00. (Docket No. 25-1 at 13.) That said, “the
8 Court need not—and does not—decide the issue of attorneys' fees
9 now.” In re Lyft, 2024 WL 4505474 at *7. “Preliminary approval
10 of the settlement is not an endorsement or pre-approval of any
11 future fee request.” Id.
12 V. Conclusion
13 IT IS THEREFORE ORDERED that plaintiffs’ unopposed
14 motion for preliminary approval of derivative settlement (Docket
15 No. 25-1) be, and the same hereby is, GRANTED.
16 IT IS FURTHER ORDERED THAT:
17 (1) Within 14 days following the entry of this Order,
18 Origin must (i) file with the SEC the Settlement Notice and
19 Stipulation (and exhibits thereto) as exhibits to a Current
20 Report on Form 8-K; (ii) publish the Settlement Notice in
21 Investor’s Business Daily or www.investors.com; and (iii) post
22 the SEC Form 8-K with the Settlement Notice, Stipulation and
23 exhibits thereto on the Company’s Investor Relations website
24 through the date of the Settlement Hearing.
25 (2) At least 14 days before the Settlement Hearing,
26 Origin must file proof that it complied with disseminating
27 Notice.
28 (3) At least 28 days before the Settlement Hearing,
em EE EEE NO RE IS IS IE OD
1 plaintiffs must file their motion in support of final approval of
2 the settlement, application for the fee and expense award, and
3 service award for plaintiffs.
4 (4) Current Origin stockholders must file any
5 objections to the settlement at least 21 days prior to the
6 Settlement Hearing.
7 (5) Any attorney retained by a current Origin
8 stockholder for the purpose of objecting must file a notice of
9 appearance at least 21 days prior to the Settlement Hearing.
10 (6) Any current Origin stockholder who intends to make
11 an appearance at the settlement hearing must file notice with the
12 court at least 21 days prior to the Settlement Hearing.
13 (7) At least 14 days prior to the Settlement Hearing:
14 Deadline for Settling Parties to file and serve responses to any
15 objection from Origin stockholders.
16 (8) The Settlement Hearing is set for January 20,
17 2026, at 1:30 p.m. in Courtroom No. 5.
18 IT IS SO ORDERED. .
19 | Dated: November 24, 2025 fd. be—~
WILLIAM B. SHUBB
20 UNITED STATES DISTRICT JUDGE
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