Objection to Class Action Settlement - Delaware

OBJECTION OF [CLASS MEMBER NAME] TO PROPOSED CLASS ACTION SETTLEMENT

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

C.A. No.: [________________________________]

OBJECTION OF [CLASS MEMBER NAME] TO PROPOSED CLASS ACTION SETTLEMENT

[________________________________] ("Objector"), a member of the Settlement Class in the above-captioned action, respectfully submits this Objection to the proposed class action settlement (the "Settlement") and to any related application for an award of attorneys' fees and expenses and any incentive/service award, pursuant to Court of Chancery Rule 23(e) and the Scheduling Order and Notice entered in this action. In support, Objector states as follows.

I. OBJECTOR'S IDENTITY, ADDRESS, AND PROOF OF CLASS MEMBERSHIP

Full Legal Name: [________________________________]

Mailing Address:
[________________________________]
[________________________________]

Telephone: [____] · Email: [____]

Proof of Class Membership. Objector is a member of the Settlement Class because [________________________________] (e.g., "Objector owned [____] shares of [Company] common stock at all relevant times" / "Objector purchased [product] in Delaware on or about [__/__/____]" / "Objector received the class notice bearing Notice/Claimant ID [____]"). In support, Objector attaches and relies on:

☐ Class notice / Notice or Claimant ID: [________________________________]
☐ Brokerage statement(s) / proof of stock ownership during the class period
☐ Receipt(s), account, billing, or contract record
☐ Correspondence with the Defendant or transfer agent
☐ Other: [________________________________]

Objector has not requested exclusion (where exclusion is available) and remains a Class Member entitled to object under Court of Chancery Rule 23(e).

Scope of this Objection. This Objection applies to:

☐ Only the Objector;
☐ A specific subset of the Class, namely [________________________________]; or
☐ The entire Class.

II. STATEMENT REGARDING APPEARANCE AT THE SETTLEMENT HEARING

☐ Objector (and/or Objector's counsel) INTENDS to appear at the Settlement Hearing set for [__/__/____] at [____] a.m./p.m. and requests permission to be heard.

☐ Objector DOES NOT intend to appear and submits this Objection for the Court's consideration on the papers.

☐ Objector intends to appear through counsel, [________________________________].

III. THE OBJECTIONS

Under Court of Chancery Rule 23(e), the Settlement may be approved only with the Court's approval and only on the Court's determination that the Settlement is fair and reasonable and confers a significant benefit on the Class (Polk v. Good, 507 A.2d 531 (Del. 1986); Barkan v. Amsted Indus., Inc., 567 A.2d 1279 (Del. 1989)). The Court of Chancery applies robust scrutiny to the scope of the release: a broad release (the "give") must be justified by a commensurate benefit to the Class (the "get"), and — in disclosure-based stockholder settlements — supplemental disclosures must be "plainly material" to support any release (In re Trulia, Inc. Stockholder Litig., 129 A.3d 884 (Del. Ch. 2016)).

Objector contends the Settlement fails that standard on the following grounds (check all that apply and complete the supporting argument):

☐ Inadequate relief / no significant benefit (Polk v. Good). The relief is inadequate because [________________________________]. The benefit conferred on the Class is illusory or de minimis; the Settlement Fund of $[____] represents only approximately [____]% of the Class's realistic recovery; and/or the consideration does not provide a significant benefit, specifically [________________________________].

☐ Disclosure-only / "give vs. get" failure (In re Trulia). The Settlement provides only supplemental disclosures (or other non-monetary relief) that are not "plainly material", and the release "give" vastly exceeds the disclosure "get," specifically [________________________________]. The disclosures merely restate publicly available information / immaterial details and do not address a plainly material misrepresentation or omission.

☐ Overbroad release (Trulia; Polk). The release is overbroad because it surrenders claims [beyond those investigated or pleaded / unrelated in time or subject matter / against non-parties or affiliates / "intergalactic" in scope], and is not "narrowly circumscribed" to the claims actually litigated, specifically [________________________________].

☐ Excessive attorneys' fees / mootness fee / incentive award. The requested attorneys' fees and expenses of $[____] and/or any incentive/service award of $[____] are excessive relative to the benefit actually conferred on the Class because [________________________________].

☐ Unfair allocation. The plan of allocation treats Class Members inequitably because [________________________________].

☐ Defective notice (Rule 23(e)). The notice failed to provide notice in the manner the Court directed / reasonable notice to all bound members because [it did not reach a substantial portion of the Class / did not plainly describe the released claims, deadlines, or the right to object / used an inadequate method], specifically [________________________________].

☐ Collusion / lack of arm's-length negotiation. The Settlement bears indicia of self-dealing or a non-arm's-length / reverse-auction negotiation because [________________________________] (e.g., the settlement was reached before meaningful discovery, a "clear-sailing" fee clause, or a release negotiated primarily to clear the transaction rather than to benefit the Class).

☐ Inadequate representation. The Class Representative(s) and/or Class Counsel did not adequately represent the Class because [________________________________].

☐ Other: [________________________________]

Supporting Argument

[________________________________]

[________________________________]

Because the Settlement is not fair and reasonable, confers no significant benefit, and/or trades an overbroad release for an inadequate or immaterial "get" under Polk v. Good and In re Trulia, the Court should decline to approve it, or should approve it only as modified to cure the deficiencies identified above (including by narrowing the release).

IV. DOCUMENTS AND EVIDENCE TO BE PRESENTED

Objector relies on, and (if appearing) may present, the following:

Exhibits:

1. [________________________________] (e.g., proof of stock ownership during the class period)
2. [________________________________]

Witnesses (if appearing):

1. [________________________________]
2. [________________________________]

Objector reserves the right to supplement this list consistent with the Court's scheduling order and to rely on the papers, arguments, and evidence presented by any other objector and by the parties.

V. RESERVATION OF RIGHTS AND REQUEST FOR RELIEF

Objector reserves all rights, including the right to be heard at the Settlement Hearing, to seek settlement-related discovery to the extent the Court permits, to supplement or amend this Objection, to join in the objections of other Class Members, and to appeal from any order or judgment approving the Settlement. Submitting this Objection does not otherwise waive any of Objector's rights.

WHEREFORE, Objector respectfully requests that the Court:

☐ DECLINE to approve the proposed Settlement as not fair and reasonable and as conferring no significant benefit under Polk v. Good and In re Trulia;

☐ APPROVE the Settlement only if modified to: [________________________________];

☐ NARROW the release to exclude [________________________________] so that the "give" is commensurate with the "get";

☐ REDUCE the requested attorneys' fees/expenses to $[____] and/or any incentive award to $[____];

☐ Grant such other relief as the Court deems just.

Respectfully submitted,

Dated: [__/__/____]

[________________________________]
[CLASS MEMBER NAME], Objector

[________________________________]
[ATTORNEY NAME] (Del. Bar ID No. [________])
Attorney for Objector [CLASS MEMBER NAME]
[Firm Name]
[Address] · [City, DE ZIP]
Telephone: [____] · Email: [____]

CERTIFICATE OF SERVICE

I certify that on [__/__/____], I filed the foregoing Objection with the Register in Chancery (via File & ServeXpress / e-filing where required) and served a copy on the following by the method(s) indicated, consistent with the Court's scheduling order and the approved notice:

Filed with the Court:
☐ File & ServeXpress / electronic filing
☐ Hand delivery to the Register in Chancery
☐ First-class U.S. Mail

Register in Chancery
[Courthouse address]

Served on Class/Plaintiffs' Counsel:
☐ Electronic service ☐ Email ☐ First-class U.S. Mail

[________________________________]

Served on Defendants' Counsel:
☐ Electronic service ☐ Email ☐ First-class U.S. Mail

[________________________________]

Served on the Settlement Administrator (if the notice so directs):

[________________________________]

[________________________________]
Signature

Delaware Practice Notes

• Governing rule. Delaware class actions proceed under Court of Chancery Rule 23 (or Superior Court Civil Rule 23 for actions in the Superior Court). Rule 23(e) provides that a class action shall not be dismissed or compromised without the Court's approval, and that notice of the proposed dismissal or compromise shall be given to all class members in such manner as the Court directs. Delaware's Rule 23 follows the pre-2003/pre-2018 federal form — there is no codified (e)(2) factor list and no (e)(5) objector-mechanics subsection.
• Fairness standard. Judge-made. The Court determines the overall fairness and reasonableness of the Settlement and whether it confers a significant benefit on the Class — Polk v. Good, 507 A.2d 531, 536 (Del. 1986); Barkan v. Amsted Indus., Inc., 567 A.2d 1279 (Del. 1989).
• Robust release scrutiny — the Delaware hallmark. The Court of Chancery closely scrutinizes the scope of the release relative to the benefit conferred. In In re Trulia, Inc. Stockholder Litig., 129 A.3d 884 (Del. Ch. 2016), the Court rejected a disclosure-only stockholder settlement, holding that supplemental disclosures must be "plainly material" and the release must be narrowly circumscribed — the "give" (release) must be justified by the "get" (benefit). Object on this ground in M&A/stockholder cases where the relief is marginal disclosures traded for a broad release.
• Objection deadline / content. Delaware's Rule 23(e) does not itself fix a deadline or specificity requirement; the deadline, content requirements, proof-of-membership (and, in stockholder cases, proof of contemporaneous stock ownership), and notice-of-intent-to-appear obligations come from the Court's scheduling order and the approved notice. Follow them exactly. Best practice: state scope and grounds with specificity and attach ownership proof.
• Must-appear rule. An objector need not appear to have a written objection considered, but to be heard at the Settlement Hearing the scheduling order typically requires a timely written notice of intention to appear. Comply with the order.
• Withdrawal-for-payment (flag — differs from federal). Delaware's Rule 23(e) does not contain the federal Rule 23(e)(5)(B) bar on paying an objector to withdraw an objection or abandon an appeal, nor the federal "withdraw only with court approval" sentence. The Court of Chancery nonetheless scrutinizes fees and "mootness" payments. Conform to the court's scheduling order; treat objector-payment mechanics as an area where Delaware departs from the post-2018 federal rule.
• Forum / decision-maker. Most Delaware class actions are stockholder/corporate cases in the Court of Chancery, which sits without a jury; the Chancellor or a Vice Chancellor decides. Out-of-state counsel must associate Delaware counsel and seek pro hac vice admission.
• Appeals. An objector overruled at final approval may appeal to the Delaware Supreme Court from the order/judgment approving the Settlement (see Polk v. Good, in which objecting stockholders appealed). Verify timing under the Delaware Supreme Court Rules.
• Notice / due process. Notice must be given in the manner the Court directs and satisfy due process (Mullane; Phillips Petroleum Co. v. Shutts). Object if the notice failed to plainly describe the released claims, the deadlines, or the right to object.
• Unsettled / flag. Confirm whether the action is in the Court of Chancery or the Superior Court and cite the correct Rule 23(e). Verify the operative scheduling order and notice. Do not import federal Rule 23(e)(2)/(e)(5) provisions as binding Delaware law.

Sources and References

• Del. Ct. Ch. R. 23(e) (dismissal or compromise of a class action; court approval; notice) — Delaware Court of Chancery Rules
• Del. Super. Ct. Civ. R. 23(e) (parallel Superior Court rule) — Delaware Superior Court Civil Rules
• In re Trulia, Inc. Stockholder Litig., 129 A.3d 884 (Del. Ch. 2016) (disclosure-only settlements; "plainly material"; give-vs-get; narrow releases)
• Polk v. Good, 507 A.2d 531 (Del. 1986); Barkan v. Amsted Indus., Inc., 567 A.2d 1279 (Del. 1989) (settlement approval / significant benefit)
• Phillips Petroleum Co. v. Shutts, 472 U.S. 797 (1985); Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306 (1950)

This template is for informational purposes only and does not constitute legal advice. In Delaware, a class action may be dismissed or compromised only with court approval after notice (Court of Chancery / Superior Court Rule 23(e)); the Court of Chancery applies robust scrutiny to releases and, since In re Trulia, disfavors disclosure-only settlements unless the disclosures are plainly material and the release is narrowly tailored. Consult experienced Delaware class action counsel before filing.