8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION 10 BEN BROWNBACK, Individually and on Case No. 4:25-cv-02772-HSG 11 Behalf of All Others Similarly Situated, CLASS ACTION 12 Plaintiff, ORDER AS MODIFIED GRANTING THE 13 vs. PENSION FUNDS’ MOTION FOR APPOINTMENT AS LEAD PLAINTIFF 14 APPLOVIN CORPORATION, et al., AND APPROVAL OF LEAD COUNSEL 15 Defendants.
17 18 19 20 21 22 23 24 25 26 27 1 Lead plaintiff movants Northern California Pipe Trades Trust Funds and Monroe County 2 Employees’ Retirement System (the “Pension Funds”) filed a timely motion for appointment of 3 lead plaintiff and lead counsel pursuant to the Private Securities Litigation Reform Act of 1995 4 (“PSLRA”).1 The Pension Funds request that the Court appoint them as Lead Plaintiff and approve 5 their selection of Grant & Eisenhofer P.A. (“G&E”) and Robbins Geller Rudman & Dowd LLP 6 (“RGRD”) as Lead Counsel. Dkt No. 31. 7 Having carefully considered the relevant filings and authorities, the Court GRANTS the 8 Pension Funds’ Motion for Appointment as Lead Plaintiff and Approval of Lead Counsel (Dkt. 9 No. 31).2 10 I. APPOINTMENT OF LEAD PLAINTIFF 11 The PSLRA “instructs district courts to select as lead plaintiff the one ‘most capable of 12 adequately representing the interests of class members.’” In re Cavanaugh, 306 F.3d 726, 729 13 (9th Cir. 2002) (quoting 15 U.S.C. §78u-4(a)(3)(B)(i)). “The ‘most capable’ plaintiff – and hence 14 the lead plaintiff – is the one who has the greatest financial stake in the outcome of the case, so 15 long as he meets the requirements of Rule 23.” Id. The Ninth Circuit interprets the PSLRA as 16 establishing “a simple three-step process for identifying the lead plaintiff pursuant to these 17 criteria.” Id. The Court must: (1) determine whether appropriate notice was published; 18 (2) determine which plaintiff has the largest financial stake and whether this plaintiff satisfies the 19 20
1 Three similar complaints were originally filed before the lead plaintiff motion deadline. 21 See Quiero v. AppLovin Corp., No. 4:25-cv-02294 (N.D. Cal.); Brownback v. AppLovin Corp., No. 4:25-cv-02772 (N.D. Cal.); Wayne County Emps.’ Ret. Sys. v. AppLovin Corp., No. 4:25-cv- 22 03438 (N.D. Cal.). On the May 5, 2025 lead plaintiff deadline, five motions were filed seeking appointment as lead plaintiff and approval of selection of counsel. See Quiero Action, Dkt. Nos. 23 28, 35, 38, 40, 51. Subsequently, the plaintiffs who filed the Quiero and Wayne County Actions voluntarily dismissed their complaints. See Quiero Action, Dkt. No. 76; Wayne County Action, 24 Dkt. No. 29. Following the submission of the lead plaintiff motions, all movants besides the Pension Funds either withdrew their motions or filed notices of non-opposition. See Quiero 25 Action, Dkt. Nos. 70, 81, 82; Brownback Action, Dkt. No. 24. The Court held a status conference on May 20, 2025. Thereafter, the Court directed the Pension Funds to refile their motion in the 26 remaining Brownback Action. Thus, only the Pension Funds’ motion remains pending. 27 2 The Court finds this matter appropriate for disposition without oral argument and the matter is deemed submitted. See Civil L.R. 7-1(b). 1 typicality and adequacy requirements; and (3) provide the other plaintiffs an opportunity to rebut 2 the presumptive lead plaintiff’s showing of typicality and adequacy. Id. at 729–32. 3 A. Notice Requirement 4 Step One consists of meeting the PSLRA’s notice requirement. Id. at 729. “The first 5 plaintiff to file an action covered by the [PSLRA] must post this notice ‘in a widely circulated 6 national business-oriented publication or wire service.’” Id. (quoting 15 U.S.C. §78u- 7 4(a)(3)(A)(i)). The notice must be published within 20 days of the complaint’s filing. See 15 8 U.S.C. §78u-4(a)(3)(A)(i). The notice must also alert putative class members “(I) of the pendency 9 of the action, the claims asserted therein, and the purported class period; and (II) that, not later 10 than 60 days after the date on which the notice is published, any member of the purported class 11 may move the court to serve as lead plaintiff of the purported class.” Id. 12 Here, notice was published on GlobeNewswire on March 5, 2025, the same day that the 13 Quiero complaint was filed. See Dkt. No. 31-2 (“Williams Decl.”), Ex. C. This complied with 14 the PSLRA’s 20-day filing deadline, and GlobeNewswire is a “‘widely circulated [inter]national 15 business-oriented publication or wire service,’” as required. Cavanaugh, 306 F.3d at 729 (citation 16 omitted). The notice specifically announced the filing of the action against defendants, described 17 the asserted claims under the Securities Exchange Act of 1934, described the class, and advised 18 putative class members that they had 60 days from the date of the notice to file a motion to seek 19 appointment as lead plaintiff in the lawsuit. See Dkt. No. 31-2 (Williams Decl.), Ex. C. 20 Accordingly, Step One’s requirements are met. 21 B. Largest Financial Stake in the Litigation 22 Step Two consists of identifying the presumptive lead plaintiff. See Cavanaugh, 306 F.3d 23 at 729–30. There is a rebuttable presumption that the “most adequate plaintiff” is the one who 24 “(aa) has either filed the complaint or made a motion in response to a notice under subparagraph 25 (A)(i); (bb) in the determination of the court, has the largest financial interest in the relief sought 26 by the class; and (cc) otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil 27 Procedure.” 15 U.S.C. §78u-4(a)(3)(B)(iii)(I). Thus, once the filing requirement of subsection 1 plaintiffs and determine which one has the most to gain from the lawsuit.” Cavanaugh, 306 F.3d 2 at 730. The Pension Funds allege that they suffered losses of $1,827,307 based on their purchases 3 of AppLovin Corporation securities during the Class Period. See Dkt. No. 31-2 (Williams Decl.), 4 Ex. B. The Pension Funds thus have the largest financial interest as defined by the PSLRA. 5 C. The Pension Funds’ Typicality and Adequacy 6 Next, a presumptive lead plaintiff has the burden of setting forth a prima facie case that he 7 can satisfy the class representative requirements of Rule 23(a), typicality and adequacy. 15 U.S.C. 8 §78u-4(a)(3)(B)(iii)(I); Cavanaugh, 306 F.3d at 730. The Pension Funds represent that they are 9 qualified, experienced, and able to conduct the litigation, and that their interests are aligned with 10 those of other class members and are not antagonistic in any way. See Dkt. No. 31-1 at 9–11. The 11 Court agrees that the Pension Funds’ claimed injuries, stemming from the purchase of AppLovin 12 securities during the Class Period in reliance upon purported false and misleading statements, are 13 typical of the claims alleged. Further, the Court does not find the Pension Funds susceptible to 14 any apparent unique defenses that would make them inadequate to represent the class in this action: 15 their interests are clearly aligned with that of the proposed class because their claims are identical 16 to those of all class members who purchased AppLovin securities. Moreover, there is no evidence 17 of antagonism between the Pension Funds’ interests and those of proposed class members. 18 Accordingly, the typicality and adequacy requirements are met. 19 II. APPOINTMENT OF LEAD COUNSEL 20 The Pension Funds have moved for approval of their selection of G&E and RGRD as Lead 21 Counsel.
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8 UNITED STATES DISTRICT COURT 9 NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION 10 BEN BROWNBACK, Individually and on Case No. 4:25-cv-02772-HSG 11 Behalf of All Others Similarly Situated, CLASS ACTION 12 Plaintiff, ORDER AS MODIFIED GRANTING THE 13 vs. PENSION FUNDS’ MOTION FOR APPOINTMENT AS LEAD PLAINTIFF 14 APPLOVIN CORPORATION, et al., AND APPROVAL OF LEAD COUNSEL 15 Defendants.
17 18 19 20 21 22 23 24 25 26 27 1 Lead plaintiff movants Northern California Pipe Trades Trust Funds and Monroe County 2 Employees’ Retirement System (the “Pension Funds”) filed a timely motion for appointment of 3 lead plaintiff and lead counsel pursuant to the Private Securities Litigation Reform Act of 1995 4 (“PSLRA”).1 The Pension Funds request that the Court appoint them as Lead Plaintiff and approve 5 their selection of Grant & Eisenhofer P.A. (“G&E”) and Robbins Geller Rudman & Dowd LLP 6 (“RGRD”) as Lead Counsel. Dkt No. 31. 7 Having carefully considered the relevant filings and authorities, the Court GRANTS the 8 Pension Funds’ Motion for Appointment as Lead Plaintiff and Approval of Lead Counsel (Dkt. 9 No. 31).2 10 I. APPOINTMENT OF LEAD PLAINTIFF 11 The PSLRA “instructs district courts to select as lead plaintiff the one ‘most capable of 12 adequately representing the interests of class members.’” In re Cavanaugh, 306 F.3d 726, 729 13 (9th Cir. 2002) (quoting 15 U.S.C. §78u-4(a)(3)(B)(i)). “The ‘most capable’ plaintiff – and hence 14 the lead plaintiff – is the one who has the greatest financial stake in the outcome of the case, so 15 long as he meets the requirements of Rule 23.” Id. The Ninth Circuit interprets the PSLRA as 16 establishing “a simple three-step process for identifying the lead plaintiff pursuant to these 17 criteria.” Id. The Court must: (1) determine whether appropriate notice was published; 18 (2) determine which plaintiff has the largest financial stake and whether this plaintiff satisfies the 19 20
1 Three similar complaints were originally filed before the lead plaintiff motion deadline. 21 See Quiero v. AppLovin Corp., No. 4:25-cv-02294 (N.D. Cal.); Brownback v. AppLovin Corp., No. 4:25-cv-02772 (N.D. Cal.); Wayne County Emps.’ Ret. Sys. v. AppLovin Corp., No. 4:25-cv- 22 03438 (N.D. Cal.). On the May 5, 2025 lead plaintiff deadline, five motions were filed seeking appointment as lead plaintiff and approval of selection of counsel. See Quiero Action, Dkt. Nos. 23 28, 35, 38, 40, 51. Subsequently, the plaintiffs who filed the Quiero and Wayne County Actions voluntarily dismissed their complaints. See Quiero Action, Dkt. No. 76; Wayne County Action, 24 Dkt. No. 29. Following the submission of the lead plaintiff motions, all movants besides the Pension Funds either withdrew their motions or filed notices of non-opposition. See Quiero 25 Action, Dkt. Nos. 70, 81, 82; Brownback Action, Dkt. No. 24. The Court held a status conference on May 20, 2025. Thereafter, the Court directed the Pension Funds to refile their motion in the 26 remaining Brownback Action. Thus, only the Pension Funds’ motion remains pending. 27 2 The Court finds this matter appropriate for disposition without oral argument and the matter is deemed submitted. See Civil L.R. 7-1(b). 1 typicality and adequacy requirements; and (3) provide the other plaintiffs an opportunity to rebut 2 the presumptive lead plaintiff’s showing of typicality and adequacy. Id. at 729–32. 3 A. Notice Requirement 4 Step One consists of meeting the PSLRA’s notice requirement. Id. at 729. “The first 5 plaintiff to file an action covered by the [PSLRA] must post this notice ‘in a widely circulated 6 national business-oriented publication or wire service.’” Id. (quoting 15 U.S.C. §78u- 7 4(a)(3)(A)(i)). The notice must be published within 20 days of the complaint’s filing. See 15 8 U.S.C. §78u-4(a)(3)(A)(i). The notice must also alert putative class members “(I) of the pendency 9 of the action, the claims asserted therein, and the purported class period; and (II) that, not later 10 than 60 days after the date on which the notice is published, any member of the purported class 11 may move the court to serve as lead plaintiff of the purported class.” Id. 12 Here, notice was published on GlobeNewswire on March 5, 2025, the same day that the 13 Quiero complaint was filed. See Dkt. No. 31-2 (“Williams Decl.”), Ex. C. This complied with 14 the PSLRA’s 20-day filing deadline, and GlobeNewswire is a “‘widely circulated [inter]national 15 business-oriented publication or wire service,’” as required. Cavanaugh, 306 F.3d at 729 (citation 16 omitted). The notice specifically announced the filing of the action against defendants, described 17 the asserted claims under the Securities Exchange Act of 1934, described the class, and advised 18 putative class members that they had 60 days from the date of the notice to file a motion to seek 19 appointment as lead plaintiff in the lawsuit. See Dkt. No. 31-2 (Williams Decl.), Ex. C. 20 Accordingly, Step One’s requirements are met. 21 B. Largest Financial Stake in the Litigation 22 Step Two consists of identifying the presumptive lead plaintiff. See Cavanaugh, 306 F.3d 23 at 729–30. There is a rebuttable presumption that the “most adequate plaintiff” is the one who 24 “(aa) has either filed the complaint or made a motion in response to a notice under subparagraph 25 (A)(i); (bb) in the determination of the court, has the largest financial interest in the relief sought 26 by the class; and (cc) otherwise satisfies the requirements of Rule 23 of the Federal Rules of Civil 27 Procedure.” 15 U.S.C. §78u-4(a)(3)(B)(iii)(I). Thus, once the filing requirement of subsection 1 plaintiffs and determine which one has the most to gain from the lawsuit.” Cavanaugh, 306 F.3d 2 at 730. The Pension Funds allege that they suffered losses of $1,827,307 based on their purchases 3 of AppLovin Corporation securities during the Class Period. See Dkt. No. 31-2 (Williams Decl.), 4 Ex. B. The Pension Funds thus have the largest financial interest as defined by the PSLRA. 5 C. The Pension Funds’ Typicality and Adequacy 6 Next, a presumptive lead plaintiff has the burden of setting forth a prima facie case that he 7 can satisfy the class representative requirements of Rule 23(a), typicality and adequacy. 15 U.S.C. 8 §78u-4(a)(3)(B)(iii)(I); Cavanaugh, 306 F.3d at 730. The Pension Funds represent that they are 9 qualified, experienced, and able to conduct the litigation, and that their interests are aligned with 10 those of other class members and are not antagonistic in any way. See Dkt. No. 31-1 at 9–11. The 11 Court agrees that the Pension Funds’ claimed injuries, stemming from the purchase of AppLovin 12 securities during the Class Period in reliance upon purported false and misleading statements, are 13 typical of the claims alleged. Further, the Court does not find the Pension Funds susceptible to 14 any apparent unique defenses that would make them inadequate to represent the class in this action: 15 their interests are clearly aligned with that of the proposed class because their claims are identical 16 to those of all class members who purchased AppLovin securities. Moreover, there is no evidence 17 of antagonism between the Pension Funds’ interests and those of proposed class members. 18 Accordingly, the typicality and adequacy requirements are met. 19 II. APPOINTMENT OF LEAD COUNSEL 20 The Pension Funds have moved for approval of their selection of G&E and RGRD as Lead 21 Counsel. Dkt. No. 31-1; see also 15 U.S.C. §78u-4(a)(3)(B)(v) (“The most adequate plaintiff shall, 22 subject to the approval of the court, select and retain counsel to represent the class.”). The Court 23 defers to the Pension Funds’ choice of lead counsel because their choice is not “so irrational, or so 24 tainted by self-dealing or conflict of interest, as to cast genuine and serious doubt on [their] 25 willingness or ability to perform the functions of lead plaintiff.” Cavanaugh, 306 F.3d at 733; see 26 also id. at 739, n.11 (noting that “Congress gave the lead plaintiff, and not the court, the power to 27 select a lawyer for the class”). G&E and RGRD have extensive experience as counsel in securities 1 || class actions. See Dkt. No. 31-1 at 12-13. The Court thus approves the Pension Funds’ selection 2 || of counsel. 3 1. CONCLUSION 4 For the foregoing reasons, the Court GRANTS the Pension Funds’ motion. Dkt. No. 31. 5 || The Pension Funds are appointed as Lead Plaintiff for the putative class. G&E and RGRD are 6 || further approved as Lead Counsel for the putative class. The parties SHALL submit a stipulation 7 || and proposed order regarding the schedule for the filing of an amended complaint and the filing of 8 || Defendants’ response by July 14, 2025. 9 If any party believes a case that is subsequently filed in, or transferred to, this District 1s 10 || related to the above-captioned case, the party shall file an Administrative Motion to Consider 11 || Whether Cases Should be Related pursuant to Northern District of California Civil Local Rule 3- 12 If the Court grants the motion to relate, the party may then file a motion or stipulation to 13 || consolidate the new case with the above-captioned case. 14 IT ISSO ORDERED. 15 ||] DATED: 6/30/2025 7 Matured 3. Md, HAYWOOD S. GILLIAM, JR. 16 UNITED STATES DISTRICT JUDGE 17 18 19 20 21 22 23 24 25 26 27 28 ORDER AS MODIFIED GRANTING THE PENSION FUNDS’ MOTION FOR APPOINTMENT AS