The information contained on this web page is only a summary of information presented in more detail in the Notice of Pendency of Class Action and Proposed Settlement with Nasdaq Defendants, Motion for Attorneys’ Fees, Settlement Fairness Hearing, and Right to Share in Settlement Fund (the “Notice”), which you can access by clicking here. Since this website presents just summary information, you should review the Notice for additional details.
If you are a member of the Class, your legal rights are affected whether you act or do not act.
Please read the Notice carefully.
IF YOU ENTERED RETAIL PREMARKET AND AFTERMARKET ORDERS TO PURCHASE AND/OR SELL THE COMMON STOCK OF FACEBOOK, INC., ON MAY 18, 2012, AND SUFFERED MONETARY LOSSES AS A RESULT OF THE CONDUCT ALLEGED IN THE COMPLAINT IN THIS LAWSUIT, YOU MAY BE ENTITLED TO A PAYMENT FROM A CLASS ACTION SETTLEMENT.
IMPORTANT DATES AND DEADLINES
SUBMIT A CLAIM FORM
Postmarked no later than October 7, 2015
Postmarked no later than August 19, 2015
OBJECT TO THE SETTLEMENT
Postmarked no later than August 19, 2015
September 16, 2015 at 12:00 P.M.
United States District Court for the Southern District of New York
Receive no payment
The Court’s Settlement Hearing
The Court will hold a Settlement Fairness Hearing on September 16, 2015, at 12:00 p.m. at the United States District Court for the Southern District of New York, in the Daniel Patrick Moynihan U.S. Courthouse, 500 Pearl Street, New York, NY 10007. If the Court approves the Settlement, and after any objections and appeals are resolved, a claims administrator appointed by the Court will make the payments that the Settlement allows.
What is this case about?
The Court in charge of the case is the United States District Court for the Southern District of New York, and the case is known as In re Facebook, Inc., IPO Securities and Derivative Litigation, Case No. 12-md-2389-RWS. The Notice relates to consolidated class actions known as the Consolidated Nasdaq Actions, and to the proposed settlement with Nasdaq Defendants. The Nasdaq Defendants are The NASDAQ OMX Group, Inc. (“Nasdaq”), The Nasdaq Stock Market LLC (the “Exchange”), Robert Greifeld (Nasdaq’s Chief Executive Officer), and Anna M. Ewing (Nasdaq’s Executive Vice President, Global Corporate Solutions).
The proposed settlement, if approved by the Court, will settle only the claims against the Nasdaq Defendants of all persons and entities that entered retail pre-market and aftermarket orders to purchase and/or sell the common stock of Facebook on May 18, 2012, and who suffered monetary losses as a result of the conduct alleged in the Consolidated Amended Class Action Complaint (the “Complaint”) filed by the Lead Plaintiffs in the Consolidated Nasdaq Actions on April 30, 2013.
Lead Plaintiffs have alleged that: retail purchasers and sellers of Facebook common stock on May 18, 2012 were damaged by Nasdaq system failures on the morning of May 18, 2012, which system failures caused, among other things, delays in the execution and confirmation of Facebook orders; the system failures constituted actionable common law negligence under the law of the State of New York; and the damages from the system failures are recoverable under the federal securities laws because defendants failed timely to disclose known weaknesses in the Nasdaq systems and made materially false and misleading statements concerning the capabilities of those systems.
The Court did not decide in favor of the Lead Plaintiffs or the Nasdaq Defendants. The Lead Plaintiffs think they could have recovered damages if the case went to trial and they won. The Nasdaq Defendants think they would have prevailed before the case went to trial, and that if it did go to trial the Lead Plaintiffs would not have recovered anything. But there was no trial. Instead, both sides agreed to a settlement. That way, they avoid the cost of further litigation, and the people affected will get compensation. The Lead Plaintiffs and their attorneys think the settlement is best for all Class Members.
The Nasdaq Defendants deny the claims and contentions alleged by Lead Plaintiffs in this litigation, deny any liability whatsoever, and maintain that they have meritorious defenses to all claims that were raised or could have been raised in the litigation.
The Settlement Benefits
Subject to Court approval, and as described more fully in the Notice, Lead Plaintiffs, on behalf of the proposed Class, have agreed to settle all claims against the Nasdaq Defendants arising from the Facebook IPO on May 18, 2012 in exchange for a payment of $26.5 million (the “Settlement Fund”). The Settlement Fund will be divided – after taxes, administrative costs, fees, and expenses – among all Class Members who send in a valid claim form.
Your share of the fund will depend on various factors, including the number of valid claim forms that Class Members send in and other factors related to your claim, such as how many orders for Facebook stock you placed on May 18, 2012, whether those orders were buys or sells, whether those orders were placed before or after the commencement of trading and whether you sold any of the Facebook shares that you purchased on May 18 at a loss. Note that if you purchased Facebook shares on May 18 and later sold those shares at a profit or still hold those shares, you may not have a Recognized Claim.
By following the instructions in the Plan of Allocation beginning on page 8 of the Notice, you can calculate what is called your Recognized Claim. It is unlikely that you will get a payment for all of your Recognized Claim. After all Class Members have sent in their claim forms, the payment you get will reflect your Recognized Claim in relation to the Recognized Claims of the other members of the Class.
Those Class Members who placed more orders and have a larger Recognized Claim will get more money, and those who placed fewer orders and have a smaller Recognized Claim will get less.
The Rights of Class Members
If you are a member of the Class, you have the following options:
Submit a Claim Form
If you are a member of the Class, to be eligible to share in the distribution of the Settlement proceeds, you must timely submit a timely and valid Claim Form, which can be found by clicking here, postmarked no later than October 7, 2015. If you are a member of the Class and do not submit a timely and valid Claim Form, you will not be eligible to share in the distribution of the Net Settlement Fund, but you will nevertheless be bound by any judgments or orders entered by the Court in connection with the Settlement.
Exclude yourself from the Settlement
If you are a member of the Class, but wish to exclude yourself from the Settlement, you must submit a written request for exclusion in accordance with the instructions set forth in the Notice that is postmarked no later than August 19, 2015. If you are a member of the Class and do not timely exclude yourself from the Settlement, you will be bound by any judgments or orders entered by the Court in connection with the Settlement.
Object to the Settlement
Any objections to the proposed Settlement, Plan of Allocation, or Plaintiffs' Co-Lead Counsel’s application for attorneys’ fees and payment of expenses and service fees for Lead Plaintiffs must be mailed to the Court, Plaintiffs' Co-Lead Counsel, Nasdaq Defendants' Counsel, and the Claims Administrator in accordance with the instructions set forth in the Notice and postmarked no later than
August 19, 2015.
For more details regarding this Settlement, please see the Stipulation Settlement, dated May 22, 2015, or other documents filed in the case under the “Court Documents” link on the left. You may also contact the Claims Administrator or Plaintiffs' Co-Lead Counsel for further information regarding this Settlement:
In re Facebook, Inc., IPO Securities Litigation
c/o A.B. Data, Ltd.
P.O. Box 170999
Milwaukee, WI 53217-8099
Plaintiffs' Co-Lead Counsel:
Vincent R. Cappucci
Entwistle & Cappucci LLP
280 Park Avenue, 26th Floor West
New York, NY 10017
If you have questions, you may call the Facebook IPO Securities Litigation Help Line at 866-217-4457 or email email@example.com.