This Action involves the claims for alleged violations of the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq. ("ERISA"), set forth in the Second Amended Class Action Complaint for Violations of the Employee Retirement Income Security Act of 1974 ("Complaint") dated July 11, 2007, with respect to the Oneida Ltd. Employee Stock Ownership Plan (the "Plan").*fn1
This matter came before the Court for a hearing pursuant to Federal Rule of Civil Procedure 23 (e) and the Preliminary Approval Order of this Court dated June 15, 2010, on the application of the Parties for preliminary approval of the Settlement set forth in the Class Action Settlement Agreement ("Settlement Agreement"), executed on June 4, 2010, on behalf of the Parties. Due and adequate notice having been given to the Settlement Class as required in the Preliminary Approval Order, and the Court having considered the Settlement Agreement, all papers filed and proceedings held herein, and good cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:
1. This Court has jurisdiction over the subject matter of this class action (the "Action") and over all Parties to the Action, including all members of the Settlement Class.
2. On June 15, 2010, this Court preliminarily certified a Class in this action, comprised of the following:
All Persons, and their Successors-In-Interest, except as expressly excluded herein, who were participants in or beneficiaries of the Plan at any time between May 28, 2003 and March 20, 2006 (the "Class Period") and whose Plan account included investments in Oneida stock during the Class Period. The "Settlement Class" shall not include any of the Defendants, or any of the Defendants' Immediate Family, beneficiaries, alternate payees, Representatives or Successors-In-Interest, except for Immediate Family, beneficiaries, alternate payees, Representatives or Successors-In-Interest who themselves were participants in the Plan, who shall be considered members of the Settlement Class with respect to their own Plan accounts.
3. On or about August 5, 2010, approximately 1,414 copies of the Notice of Proposed Class Action Settlement and Fairness Hearing ("Class Notice") were mailed to Settlement Class members' last known addresses, as reflected in defendants' business records, by first-class mail, postage prepaid.
4. On August 5, 2010, a copy of the Summary Notice of Proposed Class Action Settlement and Fairness Hearing ("Summary Notice") was first published on www.kellersettlements.com and has remained available on that website to date.
5. The Class Notice and the Summary Notice (collectively, the "Class Notices") fairly, accurately, and neutrally described the Settlement Agreement, including the Released Claims, the Released Parties, the Settlement Fund, the Plan of Allocation, and the Settlement Class members. In addition, they provided information about the Fairness Hearing date, Settlement Class members' rights with respect to the Settlement, including the right to object to the Settlement, and/or the application for an award of attorneys' fees and reimbursement of expenses, and/or the application for case contribution awards for the Named Plaintiffs (and deadlines and procedures for objecting), and the procedure to receive additional information.
6. In accordance with Federal Rule of Civil Procedure 23 and the requirements of due process, the Class Notices and notice methodology were (a) reasonably calculated under all the circumstances to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections; and (b) met all applicable requirements of the Federal Rules of Civil Procedure, due process, and any other applicable law.
7. The Court finds that the requirements of the United States Constitution, the Federal Rules of Civil Procedure, the Local Rules of the United States District Court for the Northern District of New York, and any other applicable laws have been met as to the Settlement Class defined below, in that:
a) The members of the Settlement Class are ascertainable from records kept with respect to the Plan and from other objective criteria, and the members of the Settlement Class are so numerous that their joinder before the Court would be impracticable;
b) Based on allegations in the Complaint and other pleadings before the Court, there are one or more questions of fact and/or law common to the Settlement Class;
c) Based on allegations in the Complaint and other pleadings before the Court that the Defendants engaged in conduct affecting members of the Settlement Class in a uniform manner, the claims of the Named Plaintiffs are typical of the claims of the members of the Settlement Class;
d) The Named Plaintiffs will fairly and adequately protect the interests of the Settlement Class in that: (i) the interests of Named Plaintiffs and the nature of their alleged claims are consistent with those of the members of the Settlement Class; (ii) there appear to be no conflicts between or among Named Plaintiffs and the Settlement Class; (iii) Named Plaintiffs and the members of the Settlement Class are represented by qualified, reputable ...