Frequently Asked Questions
- Why Did I Get a Notice Packet?
- What Is This Case About?
- Why Is This a Class Action?
- Why Is There a Settlement?
- How Do I Know If I Am Part of the Settlement Class?
- Are There Exceptions to Being Included?
- What If I Am Still Not Sure If I Am Included?
- What Does the Settlement Provide?
- How Much Will My Payment Be?
- How Can I Get a Payment?
- When Would I Get My Payment?
- What Am I Giving Up to Get a Payment or to Stay in the Settlement Class?
- How Can Class Members Seek Exclusion from the Class?
- If I Do Not Exclude Myself, Can I Sue the Respondents or the Other Released Parties for the Same Thing Later?
- If I Exclude Myself, Can I Get Money from the Proposed Settlement?
- Do I Have a Lawyer in This Case?
- How Will the Lawyers Be Paid?
- How Do I Tell the Tribunal That I Object to the Proposed Settlement, The Fee and Expense Application, and/or the Plan of Allocation?
- What Is the Difference Between Objecting and Excluding Myself?
- When And Where Will the Tribunal Decide Whether to Approve the Proposed Settlement?
- Do I Have to Come to the Hearing?
- May I Speak at the Hearing?
- What Happens If I Do Nothing at All?
- Are There More Details About the Proposed Settlement?
- How Do I Get More Information About the Case?
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Why Did I Get a Notice Packet?
You or someone in your family may have held Dangdang ADS during the Class Period and exchanged Dangdang Securities for consideration in the Merger. RECEIPT OF A NOTICE PACKET DOES NOT MEAN THAT YOU ARE A MEMBER OF THE SETTLEMENT CLASS OR THAT YOU WILL BE ENTITLED TO RECEIVE A PAYMENT. The Parties do not have access to your individual investment information. If you wish to be eligible for a payment, you are required to submit a Claim Form. See Question 10.
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What Is This Case About?
This settlement resolves the Entire Action, which alleges that Respondents engaged in misconduct in connection with the Merger. In the Federal Action, Claimants asserted claims for violation of Sections 10(b), 13(e), and 20(a) of the Securities Exchange Act of 1934 and Rules 10b-5 and 13e-3 promulgated thereunder, negligent misrepresentation under New York law, breach of heightened fiduciary duties under Dangdang’s Sarbanes-Oxley Act Code of Conduct and NYSE Listing Standards, and aiding and abetting breach of fiduciary duties. In the Arbitration, Claimants assert claims for fraudulent misrepresentation and negligent misrepresentation under New York law, breach of heightened fiduciary duties under Dangdang’s Sarbanes-Oxley Act Code of Conduct and NYSE Listing Standards, and, in the alternative, a breach of the duty to disclose sufficient information related to a shareholder merger vote under Cayman Islands Law. Claimants allege that Respondents: (i) engaged in an unfair and conflicted controlling stockholder buyout of minority investors at below fair value, (ii) misrepresented that they did not have any plan to relist the Company on any other stock exchange after completion of the Merger or to engage in a second merger; (iii) misrepresented that the Merger at $6.70 per ADS was substantively and procedurally fair to Dangdang’s ADS stockholders; and (iv) misrepresented that the Special Committee formed to evaluate the Merger was independent and received independent legal advice from its Cayman Islands counsel, Maples & Calder. Claimants allege that Respondents’ misrepresentations artificially depressed the price of the ADSs, which enabled Respondents to more easily acquire Dangdang at an unfair price.
Respondents have denied and continue to deny each, any and all allegations of wrongdoing, fault, liability or damage whatsoever asserted in the Entire Action. The Settlement shall not be construed as, or deemed to be evidence of, liability, fault, wrongdoing, injury or damages, or of any wrongful conduct, acts or omissions on the part of Respondents or any of the Released Defendant Parties, or of any infirmity of any defense, or of any damages to the Claimants or any other Settlement Class Member. The Settlement resolves all claims in the Entire Action.
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Why Is This a Class Action?
This is a class arbitration, so Claimants can seek a recovery on behalf of all Settlement Class Members. In a class arbitration, one or more persons sue on behalf of all persons who have similar claims. All persons with similar claims are referred to as a class. The Tribunal will resolve the issues for all class members, except for those who exclude themselves from the class.
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Why Is There a Settlement?
Claimants and Respondents do not agree about the merits of Claimants’ allegations and Respondents’ defenses with respect to liability or the amount of damages, if any, that would be recoverable if Claimants were to prevail on the merits of their claims. The issues on which Claimants and Respondents disagree include: (1) whether the challenged statements were materially false or misleading or otherwise actionable; (2) whether Respondents had fiduciary duties to ADS stockholders and whether they breached those duties; (3) whether the Respondents acted with scienter; (4) whether Claimants relied on the challenged statements (or whether they were required to have relied on those statements); (5) whether the alleged breaches of fiduciary duties and misrepresentations caused any damages to holders of Dangdang Securities; and (6) the amount of alleged damages, if any, that could be recovered.
Neither the Tribunal nor the District Court has made a final decision on the merits in favor of either Claimants or Respondents. Instead, Claimants and Respondents have agreed to settle the Entire Action. Claimants and Lead Counsel believe the Settlement is best for all Settlement Class Members because of the risks associated with continued litigation and the nature of the defenses raised by the Respondents. Among the reasons that Claimants and Lead Counsel believe the Settlement is fair is the fact that there is uncertainty about whether they will be able to prove that the Respondents owed fiduciary duties to the class, that Respondents breached those duties, that the challenged statements were false or misleading, that the alleged breaches of fiduciary duties and misrepresentations actually caused the Settlement Class members damages equal to or greater than the Settlement Amount, net of fees and expenses, and the amount of damages, if any.
Moreover, in addition to an action of this type usually being expensive, it appears that, even if Claimants’ allegations were found to be true, the total amount of damages to which Settlement Class Members would be entitled could be substantially reduced or difficult to recover from Respondents in China.
To see if you will get money from this Settlement, you first have to determine if you are a Settlement Class Member.
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How Do I Know If I Am Part of the Settlement Class?
The Settlement Class includes all Persons who both (1) held Dangdang ADS during the Class Period and (2) were cashed out in the Merger—including Dangdang ADS holders who converted their ADS to ordinary Class A shares during the Class Period and were cashed out in the Merger—and any successors in interest of such Persons.
For example, a person who bought Dangdang ADS before the Class Period, continued to hold his or her Dangdang ADS through the date of the Merger, and was cashed out in the Merger is part of the Settlement Class. Similarly, a person who bought Dangdang ADS during the Class Period, held their Dangdang ADS through the Merger, and was cashed out in the Merger, is part of the Settlement Class. In addition, a person who bought Dangdang ADS before or during the Class Period, and then converted his or her Dangdang ADS to Class A shares during the Class Period, and then was cashed out in the Merger, is part of the Settlement Class.
On the other hand, Dangdang ADS that were purchased before the Class Period, and converted to Class A shares before the Class Period, are not part of the Settlement Class, even if these converted Class A shares were cashed out in the Merger.
Check your investment records or contact your broker to see if you have any eligible securities. The Parties do not independently have access to your trading information.
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Are There Exceptions to Being Included?
Yes. Excluded from the Settlement Class are (i) Respondents; (ii) members of the Immediate Families of the Respondents and the directors and officers of Dangdang; (iii) any entity in which any Respondent has or had a controlling interest; (iv) the legal representatives, heirs, beneficiaries, successors-in-interest, or assigns of any such excluded person or entity in (i)-(iii), in their respective capacity as such; and (v) any persons or entities who or which exclude themselves by submitting a timely and valid request for exclusion that is accepted by the Tribunal.
Also, the Settlement does not provide any recovery for alleged losses in connection with any Dangdang Securities that participated in the settlement of the appraisal action filed in the Cayman Islands arising out the Merger.
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What If I Am Still Not Sure If I Am Included?
If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-877-239-18751-877-239-18751-877-239-1875 or at info@DangdangSecuritiesSettlement.com or by visiting the Settlement website www.DangdangSecuritiesSettlement.com, or you can fill out and return a Claim Form to see if you qualify.
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What Does the Settlement Provide?
The proposed Settlement provides for Respondents to pay, or cause the payment of, $21,000,000 into a settlement fund, which may accrue interest (the “Settlement Fund”). The Settlement is subject to the Tribunal’s approval and the District Court’s confirmation. Also, subject to the Tribunal’s approval and the District Court’s confirmation, a portion of the Settlement Fund will be used to pay attorneys’ fees and reasonable expenses and any interest accrued on such expenses, to Lead Counsel, and compensatory awards to Claimants. The award of attorneys’ fees will include the interest accrued on the portion of the Settlement Fund that the Tribunal determines should be awarded to Lead Counsel. A portion of the Settlement Fund also will be used to pay Taxes due on interest earned by the Settlement Fund, if necessary, and the costs of the claims administration, including the costs of printing and mailing the Notice, the costs of publishing notice, and the costs of processing claims. After the foregoing deductions from the Settlement Fund have been made, the amount remaining (the “Net Settlement Fund”) will be distributed to Settlement Class Members who submit timely, valid Claim Forms, according to the Plan of Allocation to be approved by the Tribunal (“Authorized Claimants”).
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How Much Will My Payment Be?
Your share of the Net Settlement Fund will depend on several factors, including: (i) the nature and number of Dangdang Securities you exchanged for the Merger consideration; (ii) the number of timely and valid Claim Forms submitted by other Settlement Class Members, and the Dangdang Securities represented by those claims; (iii) the amount of administrative costs, including the costs of notice; and (iv) the amount awarded by the Tribunal to Lead Counsel for attorneys’ fees, costs, and expenses and compensatory awards to Claimants.
The Claims Administrator will determine each Authorized Claimant’s pro rata share of the Net Settlement Fund based upon each Authorized Claimant’s “Recognized Loss” calculated pursuant to the Recognized Loss formula set forth in the Plan of Allocation approved by the Tribunal. The Recognized Loss formula is the basis upon which the Net Settlement Fund will be allocated to Settlement Class Members with valid claims. The Recognized Loss formula is not intended to be an estimate of the amount that a Settlement Class Member might have been able to recover after a trial; it also is not an estimate of the amount that will be paid to Settlement Class Members pursuant to the Settlement. You can calculate your Recognized Loss by following the instructions in the proposed Plan of Allocation of the Notice.
It is unlikely that you will get a payment for all of your Recognized Loss. After all Settlement Class Members have sent in their Claim Forms, the payment you get will be a share of the Net Settlement Fund equal to your proportional share of the Recognized Losses of all Authorized Claimants.
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How Can I Get a Payment?
To qualify for a payment, you must submit a Proof of Claim. The Claims Administrator will process your claim and determine whether you are an Authorized Claimant.
A Claim Form may be downloaded here or submitted online using the website claim portal. Read the instructions carefully, fill out the form, include all the documents that the form requests, sign it, and mail or submit it online so that it is postmarked or received no later than August 6, 2026. The Claim Form may be submitted online here or mailed to:
Dangdang Securities Settlement
c/o Epiq Systems, Inc.
P.O. Box 5916
Portland, OR 97228-5916
Telephone: 1-877-239-1875 (toll-free)1-877-239-1875 (toll-free)
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When Would I Get My Payment?
The Tribunal will hold a Settlement Hearing on August 11, 2026 at 9:00 a.m. ET to decide whether to approve the Settlement. If the Tribunal approves the Settlement, Lead Counsel will apply to the District Court to confirm the award, and there might be appeals afterwards. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient.
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What Am I Giving Up to Get a Payment or to Stay in the Settlement Class?
If you are a member of the Settlement Class, unless you exclude yourself from the Settlement Class by the July 21, 2026 deadline, you will remain a member of the Settlement Class and will be bound by the release of claims against Respondents and other Released Defendant Parties if the Settlement is approved. That means you and all other Settlement Class Members and each of your respective heirs, executors, trustees, administrators, predecessors, successors, and assigns, in their capacities as such, will release (agreeing never to sue, continue to sue, or be part of any other lawsuit) as against Respondents and other Released Defendant Parties any and all claims and causes of action of every nature and description, including Unknown Claims, whether contingent or absolute, mature or not mature, liquidated or unliquidated, accrued or not accrued, concealed or hidden, regardless of legal or equitable theory and whether arising under federal, state, common, or foreign law, that claimants or any other Settlement Class Member: (a) asserted in the Entire Action; or (b) could have asserted in the Entire Action or any forum that arise out of, are based upon, or related to (1) the allegations, transactions, facts, matters, occurrences, representations, or omissions involved, set forth, or referred to in the Entire Action or (2) the holding, sale, or other disposition of Dangdang Securities during the Class Period or the cancellation or tender of Dangdang Securities in exchange for the right to receive consideration in the Merger pursuant to the Merger Agreement (the “Released Plaintiffs’ Claims”). Released Plaintiffs’ Claims shall not include claims to enforce the Settlement. It also means that all of the Tribunal’s awards and orders, including the Final Award, will apply to you and legally bind you. That means you will accept a share of the Net Settlement Fund as sole compensation for any losses you suffered in the tender, cancelation, or exchange of Dangdang Securities for Merger consideration. Additional specific terms of the release are included in the Stipulation available at www.DangdangSecuritiesSettlement.com.
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How Can Class Members Seek Exclusion from the Class?
If you do not want a payment from this Settlement, and you want to keep any right you may have to sue or continue to sue Respondents and the other Released Defendant Parties on your own about the claims being released in this Settlement, then you must take steps to remove yourself from the Settlement Class. This is called excluding yourself, or “opting out,” from the Settlement Class. Respondents can terminate the Settlement if a certain amount of exclusion requests are received.
To exclude yourself from the Settlement Class, you must first-class mail a letter to the address below stating that you request to be “excluded from the Settlement Class in Fasano et al. v. Li et al., Case No. 01-22-0003-8285.” To be valid, the letter must state (A) your name, address, telephone number, and e-mail address (if any); and (B) the number(s) of Dangdang ADS Securities held during the Class Period, as well as the Dangdang Securities tendered or cancelled in exchange for the right to receive the Merger consideration. To be valid, such request for exclusion must be submitted with documentary proof (i) of each exchange of Dangdang Securities for Merger consideration in the Merger and (ii) demonstrating your former status as a beneficial owner of Dangdang Securities. Any request for exclusion must be signed and submitted by you, as the beneficial owner. You must submit your exclusion request so that it is received no later than August 6, 2026 at:
Dangdang Securities Settlement
c/o Epiq Systems, Inc.
P.O. Box 5916
Portland, OR 97228-5916
Telephone: 1-877-239-1875 (toll-free)1-877-239-1875 (toll-free)
You cannot exclude yourself by telephone or by e-mail. If you properly exclude yourself, you will not receive a payment from the Net Settlement Fund, you cannot object to the Settlement, and you will not be legally bound by any awards, orders, or the Judgment in this case.
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If I Do Not Exclude Myself, Can I Sue the Respondents or the Other Released Parties for the Same Thing Later?
No. Unless you exclude yourself by following the instructions in Question 13, you give up any rights to sue the Respondents or the other Released Defendant Parties for the claims being released in this Settlement. If you have a pending lawsuit against the Released Defendant Parties or related to any Released Plaintiffs’ Claims, speak to your lawyer in that case immediately, since you must exclude yourself from this Settlement Class to continue your own lawsuit. Remember, the exclusion deadline is July 21, 2026.
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If I Exclude Myself, Can I Get Money from the Proposed Settlement?
No. If you exclude yourself, you may not send in a Proof of Claim to ask for any money. If you exclude yourself, you would have to rely on your own or a different lawsuit or arbitration to seek money or another recovery from the Respondents.
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Do I Have a Lawyer in This Case?
The Tribunal has appointed Sadis & Goldberg LLP as Lead Counsel to the Settlement Class, to represent you and the other Settlement Class Members. If you want to be represented by your own lawyer, you may hire one at your own expense and they may file a notice of appearance in the Arbitration. Contact information for Sadis & Goldberg LLP is provided in Question 18.
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How Will the Lawyers Be Paid?
Lead Counsel have expended considerable time on the Entire Action on a contingent-fee basis and have paid for over $1 million of expenses themselves out of their own pockets. They have not been paid attorneys’ fees or for their expenses in advance of this Settlement. Lead Counsel have done so with the expectation that, if they are successful in recovering money for the Settlement Class, they will receive attorneys’ fees and be paid for their expenses from the Settlement Fund, as is customary in this type of action. Lead Counsel will not receive attorneys’ fees or be paid for their expenses except from the Settlement Fund. Therefore, Lead Counsel will file a motion prior to the Settlement Hearing asking the Tribunal for an award of attorneys’ fees in an amount not greater than 33.33% of the Settlement Fund, equivalent to $7,000,000 plus proportional interest accrued thereon; plus payment of expenses with any prior interest accrued thereon and compensatory awards for the time and expenses of the co-lead Claimants of no more than $1,800,000. The total expenses of no more than $1,800,000 include the co-lead Claimants’ compensatory award and amounts paid or to be paid towards Arbitrator fees. However, in the event there is a significant dispute or litigation over the fairness of the Settlement, Arbitrator fees may increase the total expenses to Lead Counsel and co-lead Claimants, even by several hundreds of thousands of dollars. In such an event, the payment of expenses awarded to Lead Counsel and co-lead Claimants may correspondingly exceed $1,800,000. The Tribunal may award less than these amounts. Any amounts awarded by the Tribunal will come out of the Settlement Fund.
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How Do I Tell the Tribunal That I Object to the Proposed Settlement, The Fee and Expense Application, and/or the Plan of Allocation?
If you are a Settlement Class Member, you can tell the Tribunal you do not agree with the proposed Settlement, any part of the Settlement, the proposed Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and expenses and application for compensatory awards to co-lead Claimants. You can write to the Tribunal setting out your objection. The Tribunal will consider your views.
To object, you must send a signed letter saying that you object to the proposed Settlement in Fasano et al. v. Li et al., Case No. 01-22-0003-8285. You must include (1) your name, address, telephone number, e-mail, and your signature; (2) the number(s) of Dangdang Securities held during the Class Period, as well as the Dangdang Securities tendered or cancelled in exchange for the right to receive the Merger consideration, and documents proving the same; and (3) the objection(s) and the specific reasons for each objection, including whether it applies only to you, to a specific subset of the Settlement Class, or to the entire Settlement Class, and any legal and evidentiary support, and witnesses you wish to bring to the Tribunal’s attention. If you are represented by counsel, you must also provide the name, address and telephone number of all counsel, if any, who represent you, including your former or current counsel who may be entitled to compensation in connection with the objection; the number of times you and your counsel has filed an objection to a class action settlement in the last five years; the nature of each such objection in each case; and the name and docket number of each case.
If you object, you subject yourself to the jurisdiction of the Tribunal in this matter and consent to being deposed in your district of residence and producing, in advance of a deposition, any responsive documents to a discovery request prior to the Settlement Hearing.
Attendance at the Settlement Hearing is not necessary. If you wish to be heard orally at the Settlement Hearing, you must indicate in your written objection that you intend to participate in the Settlement Hearing and identify any witnesses that you may call to testify or exhibits that you intend to introduce at the Settlement Hearing.
You must also mail or deliver copies of any objections, papers, and briefs to each of the below such that they are received no later than July 21, 2026:
Dangdang Securities Settlement
c/o Epiq Systems, Inc.
P.O. Box 5916
Portland, OR 97228-5916Lead Counsel
Samuel J. Lieberman, Esq.
SADIS & GOLDBERG LLP
551 Fifth Avenue, Floor 21
New York, NY 10176Counsel For Respondents
Bradley A. Klein, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005The Claims Administrator shall: (i) date stamp the original of any objections it receives, and (ii) file the date-stamped originals with the Tribunal no later than ten days prior to the date of the Final Fairness Hearing. The Claims Administrator shall retain copies of all written objections until the Claims Administrator is relieved of its duties and responsibilities under the Settlement Agreement.
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What Is the Difference Between Objecting and Excluding Myself?
Objecting is simply telling the Tribunal you do not like something about the Settlement or some portion thereof. You can object only if you stay in the Settlement Class. Requesting exclusion is telling the Tribunal you do not want to be part of the Settlement Class or the Settlement. If you exclude yourself, you cannot object to the Settlement because it no longer concerns you. If you stay in the Settlement Class and object, but your objection is overruled, you will not be allowed a second opportunity to exclude yourself.
The Tribunal will hold a hearing to decide whether to approve the proposed Settlement, the Fee and Expense Application, and the Plan of Allocation. You may participate, and you may ask to speak, but you do not have to.
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When And Where Will the Tribunal Decide Whether to Approve the Proposed Settlement?
The Tribunal will hold a Settlement Hearing, either in person or remotely at the Tribunal’s discretion, on August 11, 2026 at 9:00 a.m. ET at the American Arbitration Association, 150 E. 42nd St., 17th Floor, New York, N.Y. 10017.
At the Settlement Hearing, the Tribunal will consider whether the proposed Settlement is fair, reasonable, and adequate and should be approved by the Tribunal; whether a Final Award as provided for in the Stipulation should be entered; and whether the proposed Plan of Allocation should be approved. If there are objections, the Tribunal will consider them, and the Tribunal will listen to people who have asked to speak at the hearing. The Tribunal may also decide how much should be awarded to Lead Counsel for attorneys’ fees and expenses and compensatory awards to Claimants for their service to the Settlement Class.
We do not know how long these decisions will take. You should be aware that the Tribunal may change the date and time of the Settlement Hearing, or decide to hold it remotely, without another notice being mailed to Settlement Class Members. If you want to attend the hearing, you should check with Lead Counsel or the Settlement website, www.DangdangSecuritiesSettlement.com, beforehand to be sure that the date or time has not changed.
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Do I Have to Come to the Hearing?
No. Lead Counsel will answer any questions the Tribunal may have. However, you are welcome to attend at your own expense. If you send an objection, you do not have to come to Tribunal to talk about it. As long as you mail your written objection on time, the Tribunal will consider it. You may also pay your own lawyer to attend, but it is not necessary. Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval.
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May I Speak at the Hearing?
If you object, you may ask the Tribunal for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see question 18) a statement that you “intend to appear in Fasano et al. v. Li et al., Case No. 01-22-0003-8285.” Persons who intend to object to the Settlement, the Plan of Allocation, and/or the application for an award of attorneys’ fees, costs, and expenses, and desire to present evidence at the Settlement Hearing, must include in their written objection the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing. You cannot speak at the hearing if you exclude yourself.
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What Happens If I Do Nothing at All?
If you do nothing, you will not receive a payment from the Settlement. However, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Respondents or the Released Defendant Parties about the Released Plaintiffs’ Claims (as defined in the Stipulation) ever again.
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Are There More Details About the Proposed Settlement?
The Notice summarizes the proposed Settlement. More details are in the Stipulation and Agreement of Settlement dated as of February 13, 2026, as amended on April 10, 2026. The Stipulation is the controlling document describing the proposed Settlement, and its terms govern anything to the contrary in the Notice. You can get a copy of the Stipulation, other documents related to the Settlement and the Fee and Expense Application, and obtain answers to common questions regarding the proposed Settlement by clicking here or by contacting the Claims Administrator toll-free at 1-877-239-1875 (toll-free)1-877-239-1875 (toll-free).
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How Do I Get More Information About the Case?
For even more detailed information concerning the matters involved in the Entire Action, rulings of the Tribunal and the District Court will be made available through the Settlement website here. Subscribers to PACER, a fee-based service, may also access filings in the Federal Action, decisions from the District Court and related submissions through the District Court’s online Case management/Electronic Case Filing System at https://www.pacer.gov.
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