Jeffrey N. Schneider v. Champignon Brands Inc. — Entry #96: JUDGMENT APPROVING CLASS ACTION SETTLEMENT by Judge James V

Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 1 of 12 Page ID #:2034


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                              UNITED STATES DISTRICT COURT
    9                        CENTRAL DISTRICT OF CALIFORNIA
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        JEFFREY N. SCHNEIDER,                         Case No. 2:21-cv-03120-JVS-KES
   11   Individually and On Behalf of All
        Others Similarly Situated,                    Honorable James V. Selna
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                     Plaintiff,
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               v.
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        CHAMPIGNON BRANDS INC.,
   15   GARETH BIRDSALL, and
        MATTHEW FISH,
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                     Defendants.
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   18           JUDGMENT APPROVING CLASS ACTION SETTLEMENT
   19         WHEREAS, a consolidated class action is pending in this Court entitled
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        Schneider v. Champignon Brands, Inc., et al., Case No. 2:21-cv-03120 (the “Action”);
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   22         WHEREAS, (a) Lead Plaintiff Michael G. Quinn, on behalf of himself and the

   23 Settlement Class (defined below), and (b) defendant Champignon Brands Inc. n/k/a
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        Braxia Scientific Corp., (“Braxia”), and defendants Gareth Birdsall, Roger McIntyre,
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   26 Stephen Brohman, and Matthew Fish (collectively, the “Individual Defendants”; and,
   27 together with Braxia, the “Defendants”; and together with Lead Plaintiff, the
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Case 2:21-cv-03120-JVS-KES Document 96 Filed 03/02/23 Page 2 of 12 Page ID #:2035


    1 “Parties”) have entered into a Stipulation and Agreement of Settlement dated April 6,
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        2022 (the “Stipulation”), that provides for a complete dismissal with prejudice of the
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        claims asserted against Defendants in the Action on the terms and conditions set forth
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    5 in the Stipulation, subject to the approval of this Court (the “Settlement”);
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              WHEREAS, unless otherwise defined in this Judgment, the capitalized terms
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    8 herein shall have the same meaning as they have in the Stipulation;
    9         WHEREAS, by Order dated November 4, 2022 (the “Preliminary Approval
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        Order”), this Court: (a) preliminarily approved the Settlement; (b) certified the
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   12 Settlement Class solely for purposes of effectuating the Settlement; (c) ordered that
   13 notice of the proposed Settlement be provided to potential Settlement Class Members;
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        (d) provided Settlement Class Members with the opportunity either to exclude
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   16 themselves from the Settlement Class or to object to the proposed Settlement; and (e)
   17 scheduled a hearing regarding final approval of the Settlement;
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              WHEREAS, due and adequate notice has been given to the Settlement Class;
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   20         WHEREAS, the Court conducted a hearing on February 27, 2023 (the

   21 “Settlement Hearing”) to consider, among other things, (a) whether the terms and
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        conditions of the Settlement are fair, reasonable and adequate to the Settlement Class,
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   24 and should therefore be approved; and (b) whether a judgment should be entered
   25 dismissing the Action with prejudice as against Defendants; and
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            WHEREAS, the Court having reviewed and considered the Stipulation, all
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   28 papers filed and proceedings held herein in connection with the Settlement, all oral
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    1 and written comments received regarding the Settlement, and the record in the Action,
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        and good cause appearing therefor;
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              IT IS HEREBY ORDERED, ADJUDGED AND DECREED:
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    5         1.     Jurisdiction – The Court has jurisdiction over the subject matter of the
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        Action, and all matters relating to the Settlement, as well as personal jurisdiction over
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    8 all of the Parties and each of the Settlement Class Members.
    9         2.     Incorporation of Settlement Documents – This Judgment incorporates
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        and makes a part hereof: (a) the Stipulation filed with the Court on April 7, 2022; and
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   12 (b) the Notice, the Summary Notice, and the Postcard Notice, all of which were filed
   13 with the Court on April 7, 2022.
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              3.     Class Certification for Settlement Purposes – The Court hereby
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   16 affirms its determinations in the Preliminary Approval Order certifying, for the
   17 purposes of the Settlement only, the Action as a class action pursuant to Rules 23(a)
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        and (b)(3) of the Federal Rules of Civil Procedure on behalf of the Settlement Class
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   20 consisting of all persons and entities that purchased or acquired Braxia shares on the
   21 OTC Market between March 27, 2020 and February 17, 2021, inclusive (the
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        “Settlement Class Period”) and were injured thereby. Excluded from the Settlement
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   24 Class are (a) persons who suffered no compensable losses; and (b) (i) Defendants; (ii)
   25 the legal representatives, heirs, successors, assigns, and members of the immediate
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      families of the Individual Defendants; (iii) the parents, subsidiaries, assigns,
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   28 successors, predecessors and affiliates of Braxia; (iv) any person who served as an
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    1 Officer and/or director of Braxia during the Settlement Class Period; (v) any entity in
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        which any of the foregoing (i)-(iv) excluded persons have or had a majority ownership
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        interest during the Settlement Class Period; (c) any trust of which any Individual
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    5 Defendant is the grantor or settlor or which is for the benefit of any Individual
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        Defendant and/or member(s) of his or her immediate family; and (d) Defendants’
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    8 liability insurance carriers. [Also excluded from the Settlement Class are the persons
    9 and entities listed on Exhibit 1 hereto who or which are excluded from the Settlement
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        Class pursuant to request.]
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   12         4.     Adequacy of Representation – Pursuant to Rule 23 of the Federal Rules

   13 of Civil Procedure, and for the purposes of the Settlement only, the Court hereby
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        affirms its determinations in the Preliminary Approval Order certifying Lead Plaintiff
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   16 as Class Representative for the Settlement Class and appointing Lead Counsel as
   17 Class Counsel for the Settlement Class. Lead Plaintiff and Lead Counsel have fairly
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        and adequately represented the Settlement Class both in terms of litigating the Action
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   20 and for purposes of entering into and implementing the Settlement and have satisfied
   21 the requirements of Federal Rules of Civil Procedure 23(a)(4) and 23(g), respectively.
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              5.     Notice – The Court finds that the emailing of a link to the webpage
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   24 hosting an electronic version of the Notice, the dissemination of the Postcard Notice,
   25 the online posting of the Notice, and the publication of the Summary Notice: (a) were
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      implemented in accordance with the Preliminary Approval Order; (b) constituted the
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   28 best notice practicable under the circumstances; (c) constituted notice that was
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    1 reasonably calculated, under the circumstances, to apprise Settlement Class Members
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        of (i) the pendency of the Action; (ii) the effect of the proposed Settlement (including
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        the Releases to be provided thereunder); (iii) Lead Counsel’s motion for an award of
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    5 attorneys’ fees and reimbursement of Litigation Expenses; (iv) their right to object to
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        any aspect of the Settlement, the Plan of Allocation and/or Lead Counsel’s motion for
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    8 attorneys’ fees and reimbursement of Litigation Expenses; (v) their right to exclude
    9 themselves from the Settlement Class; and (vi) their right to appear at the Settlement
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        Hearing; (d) constituted due, adequate, and sufficient notice to all persons and entities
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   12 entitled to receive notice of the proposed Settlement; and (e) satisfied the
   13 requirements of Rule 23 of the Federal Rules of Civil Procedure, the United States
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        Constitution (including the Due Process Clause), the Private Securities Litigation
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   16 Reform Act of 1995, 15 U.S.C. § 78u-4, as amended, and all other applicable law and
   17 rules.
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               6.    Final Settlement Approval and Dismissal of Claims – Pursuant to, and
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   20 in accordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby
   21 fully and finally approves the Settlement set forth in the Stipulation in all respects
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        (including, without limitation: the amount of the Settlement; the Releases provided
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   24 for therein; and the dismissal with prejudice of the claims asserted against Defendants
   25 in the Action), and finds that the Settlement is, in all respects, fair, reasonable and
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      adequate to the Settlement Class. The Parties are directed to implement, perform and
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   28 consummate the Settlement in accordance with the terms and provisions contained in
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    1 the Stipulation.
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              7.     The Action and all of the claims asserted against Defendants in the
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        Action by Lead Plaintiff and the other Settlement Class Members are hereby
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    5 dismissed with prejudice. The Parties shall bear their own costs and expenses, except
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        as otherwise expressly provided in the Stipulation.
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    8         8.     Binding Effect – The terms of the Stipulation and of this Judgment shall

    9 be forever binding on Defendants, Lead Plaintiff and all other Settlement Class
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        Members (regardless of whether or not any individual Settlement Class Member
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   12 submits a Claim Form or seeks or obtains a distribution from the Net Settlement
   13 Fund), as well as their respective successors and assigns. [The persons and entities
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        listed on Exhibit 1 hereto are excluded from the Settlement Class pursuant to request
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   16 and are not bound by the terms of the Stipulation or this Judgment.]
   17         9.     Releases – The Releases set forth in paragraphs 6 and 7 of the
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        Stipulation, together with the definitions contained in paragraph 1 of the Stipulation
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   20 relating thereto, are expressly incorporated herein in all respects. The Releases are
   21 effective as of the Effective Date. Accordingly, this Court orders that:
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                     (a)   Without further action by anyone, and subject to paragraph 10
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   24 below, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other
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      or assigns, in their capacities as such, shall be deemed to have, and by operation of
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   28 law and of this Judgment shall have, fully, finally and forever waived, released,
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    1 discharged, and dismissed each and every Released Plaintiff’s Claim against
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        Defendants and the other Defendants’ Releasees, and shall forever be enjoined from
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        prosecuting any or all of the Released Plaintiff’s Claims against any of the
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    5 Defendants’ Releasees. This Release shall not apply to any of the Excluded Claims
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        (as that term is defined in paragraph 1(t) of the Stipulation).
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    8                (b)    Without further action by anyone, and subject to paragraph 10

    9 below, upon the Effective Date of the Settlement, Defendants, on behalf of
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        themselves, and their respective successors or assigns, in their capacities as such, shall
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   12 be deemed to have, and by operation of law and of this Judgment shall have, fully,
   13 finally and forever waived, released, discharged, and dismissed each and every
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        Released Defendants’ Claim against Lead Plaintiff and the other Plaintiff’s Releasees,
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   16 and shall forever be enjoined from prosecuting any or all of the Released Defendants’
   17 Claims against any of the Plaintiff’s Releasees. [This Release shall not apply to any
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        person or entity listed on Exhibit 1 hereto.]
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   20         10.    Notwithstanding paragraphs 9(a) – (b) above, nothing in this Judgment

   21 shall bar any action by any of the Parties to enforce or effectuate the terms of the
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        Stipulation or this Judgment.
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   24         11.    Rule 11 Findings – The Court finds and concludes that the Parties and

   25 their respective counsel have complied in all respects with the requirements of Rule
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      11 of the Federal Rules of Civil Procedure in connection with the institution,
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   28 prosecution, defense, and settlement of the Action.
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    1         12.    No Admissions – Neither this Judgment, the Term Sheet, the Stipulation
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        (whether or not consummated), including the exhibits thereto and the Plan of
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        Allocation contained therein (or any other plan of allocation that may be approved by
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    5 the Court), the negotiations leading to the execution of the Term Sheet and the
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        Stipulation, nor any proceedings taken pursuant to or in connection with the Term
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    8 Sheet, the Stipulation and/or approval of the Settlement (including any arguments
    9 proffered in connection therewith):
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   11                (a)   shall be offered against any of the Defendants’ Releasees as
   12 evidence of, or construed as, or deemed to be evidence of any presumption,
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      concession, or admission by any of the Defendants’ Releasees with respect to the truth
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   15 of any fact alleged by Lead Plaintiff or the validity of any claim that was or could
   16 have been asserted or the deficiency of any defense that has been or could have been
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      asserted in this Action or in any other litigation, or of any liability, negligence, fault,
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   19 or other wrongdoing of any kind of any of the Defendants’ Releasees or in any way
   20 referred to for any other reason as against any of the Defendants’ Releasees, in any
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      civil, criminal or administrative action or proceeding, other than such proceedings as
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   23 may be necessary to effectuate the provisions of the Stipulation;
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   25                (b)   shall be offered against any of the Plaintiff’s Releasees, as

   26 evidence of, or construed as, or deemed to be evidence of any presumption,
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      concession or admission by any of the Plaintiff’s Releasees that any of their claims
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    1 are without merit, that any of the Defendants’ Releasees had meritorious defenses, or
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        that damages recoverable under the Complaint would not have exceeded the
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        Settlement Amount or with respect to any liability, negligence, fault or wrongdoing
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    5 of any kind, or in any way referred to for any other reason as against any of the
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        Plaintiff’s Releasees, in any civil, criminal or administrative action or proceeding,
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    8 other than such proceedings as may be necessary to effectuate the provisions of the
    9 Stipulation; or
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   11               (c)    shall be construed against any of the Releasees as an admission,
   12 concession, or presumption that the consideration to be given under the Settlement
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      represents the amount which could be or would have been recovered after trial;
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   15 provided, however, that the Parties and the Releasees and their respective counsel
   16 may refer to this Judgment and the Stipulation to effectuate the protections from
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      liability granted hereunder and thereunder or otherwise to enforce the terms of the
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   19 Settlement.
   20         13.   Retention of Jurisdiction – Without affecting the finality of this
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        Judgment in any way, this Court retains continuing and exclusive jurisdiction over:
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   23 (a) the Parties for purposes of the administration, interpretation, implementation and
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        enforcement of the Settlement; (b) the disposition of the Settlement Fund; (c) any
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        motion for an award of attorneys’ fees and/or Litigation Expenses by Lead Counsel
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   27 in the Action that will be paid from the Settlement Fund; (d) any motion to approve
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    1 the Plan of Allocation; (e) any motion to approve the Class Distribution Order; and
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        (f) the Settlement Class Members for all matters relating to the Action.
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              14.    Separate orders shall be entered regarding approval of a plan of
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    5 allocation and the motion of Lead Counsel for an award of attorneys’ fees and
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        reimbursement of Litigation Expenses. Such orders shall in no way affect or delay
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    8 the finality of this Judgment and shall not affect or delay the Effective Date of the
    9 Settlement.
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              15.    Modification of the Agreement of Settlement – Without further
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   12 approval from the Court, Lead Plaintiff and Defendants are hereby authorized to agree
   13 to and adopt such amendments or modifications of the Stipulation or any exhibits
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        attached thereto to effectuate the Settlement that: (a) are not materially inconsistent
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   16 with this Judgment; and (b) do not materially limit the rights of Settlement Class
   17 Members in connection with the Settlement. Without further order of the Court, Lead
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        Plaintiff and Defendants may agree to reasonable extensions of time to carry out any
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   20 provisions of the Settlement.
   21         16.    Termination of Settlement – If the Settlement is terminated as provided
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        in the Stipulation or the Effective Date of the Settlement otherwise fails to occur, this
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   24 Judgment shall be vacated, rendered null and void and be of no further force and
   25 effect, except as otherwise provided by the Stipulation, and this Judgment shall be
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      without prejudice to the rights of Lead Plaintiff, the other Settlement Class Members
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   28 and Defendants, and the Parties shall revert to their respective positions in the Action
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    1 as of February 25, 2022, as provided in the Stipulation.
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              17.   Entry of Final Judgment – There is no just reason to delay the entry of
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        this Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court
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    5 is expressly directed to immediately enter this final judgment in this Action.
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              SO ORDERED this 2nd day of March, 2023.
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                                         ________________________________________
   11                                            The Honorable James V. Selna
   12                                             United States District Judge

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    1                                     Exhibit 1
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         [List of Persons and Entities Excluded from the Settlement Class Pursuant to
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                                          Request]
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