In re: Revolution Lighting Technologies, Inc., Securities Litigation, No. 1:19-cv-00980-JPO
The Court caused the Notice to be sent to people who may have purchased or otherwise acquired Revolution Lighting securities during the period from March 14, 2014, through November 14, 2018 (“Class Period”), both dates inclusive. The Court caused the Notice to be sent out because, if you purchased or otherwise acquired Revolution Lighting securities during that period, you had a right to know about the proposed Settlement of a class action lawsuit, and about all of your options, before the Court decided whether to approve the Settlement. The Court entered a Final Judgment on August 11, 2020 (available here).
The purpose of the Notice is to provide you with a Proof of Claim and Release form and information regarding the deadline to submit that form if you wish to receive a payment from the Settlement.
The Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.
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: Revolution Lighting Technologies, Inc. Securities Litigation, Case No. 1:19-cv-00980-JPO (S.D.N.Y.).Back To Top
In a class action, one or more plaintiffs, called lead plaintiffs or class representatives, sue on behalf of people who have similar claims. The individuals and entities on whose behalf the class representative is suing are known as class members. One court resolves the issues in the case for all class members, except for those who choose to exclude themselves from the class if exclusion is permitted by applicable rules of procedure.Back To Top
Revolution Lighting designs and manufactures light-emitting diode lighting solutions for industrial, commercial, and government markets. Beginning in January 2019, four putative securities class action lawsuits were filed alleging violations of the federal securities laws by Defendants Revolution Lighting and Revolution Lighting’s Chief Executive Officer Robert V. LaPenta and former Chief Financial Officers Charles J. Schafer and James A. DePalma. Mr. LaPenta, Mr. Schafer, and Mr. DePalma are referred to as the “Individual Defendants.”
On July 29, 2019, the Court consolidated the actions under the caption In re: Revolution Lighting Technologies, Inc. Securities Litigation, Case No. 1:19-cv-00980-JPO (S.D.N.Y.) (the “Litigation”), and appointed Fred Remer (“Lead Plaintiff”) to serve as Lead Plaintiff in the Litigation and appointed the law firm of Faruqi & Faruqi, LLP to serve as Lead Counsel on behalf of the Class.
The actions allege that Defendants made materially false and/or misleading statements during the Class Period concerning the Company’s revenue, revenue recognition policies, the effectiveness of the Company’s internal controls, and the Company’s business in violation of Sections 10(b) and 20(a) of the Exchange Act. The actions further alleges that the prices of Revolution Lighting securities were artificially inflated as a result of Defendants’ actions and that investors suffered injury as a result of the alleged inflation.
The Litigation seeks money damages against Defendants for violations of the federal securities laws. Defendants deny any wrongdoing whatsoever.Back To Top
On October 17, 2019, the parties engaged in an in-person mediation before Jed Melnick, Esq., a highly experienced securities litigation mediator. The mediation was preceded by submission of mediation statements and exhibits. Lead Plaintiff reached an agreement-in-principle with Defendants regarding the Settlement at the conclusion of the mediation session. Thereafter, Lead Plaintiff and Defendants executed the Stipulation to formalize their agreement.
The Settlement was reached after arm’s-length negotiations between Lead Counsel and counsel for Defendants, and only after: (a) Lead Counsel conducted an investigation into the facts alleged in the Litigation; (b) Lead Counsel researched the applicable law with respect to the Class’s claims against Defendants and the potential defenses thereto; (c) Lead Counsel consulted with experts regarding the facts of the case; and (d) the parties conducted a mediation and engaged in settlement negotiations.
To see if you will get money from this Settlement, you first have to determine if you are a Class Member.Back To Top
For Lead Plaintiff, the principal reason for the Settlement is the immediate benefit of a substantial cash recovery to the Class. This benefit must be compared to the uncertainty of being able to prove the allegations in the operative complaint; the uncertainty of having a class of Revolution Lighting investors certified; the risk that the Court may grant, in whole or in part, some or all of the anticipated motions for summary judgment to be filed by Defendants; the uncertainty inherent in the parties’ various and competing theories of loss causation and damages; and the attendant risks of litigation, especially in complex actions such as this, as well as the difficulties and delays inherent in such litigation (including any appeals).
For Defendants, who deny all allegations of wrongdoing or liability whatsoever and deny that any Class Members were damaged, the principal reasons for entering into the Settlement are to bring to an end the substantial burden, expense, uncertainty, and risk of further litigation.Back To Top
Subject to certain exceptions identified below, everyone who fits this description is a Class Member and subject to the Settlement: all persons and entities who purchased or otherwise acquired Revolution Lighting securities during the period from March 14, 2014, to November 14, 2018, inclusive, and were damaged thereby.Back To Top
Yes. There are some individuals and entities that are excluded from the Class by definition. Excluded from the Class are: (a) Persons who suffered no compensable losses, e.g., those who purchased or acquired Revolution Lighting securities during the Class Period but sold prior to any alleged partial corrective disclosure; (b) Defendants; (c) the officers and directors of the Company at all relevant times; (d) members of any Defendant’s immediate families; (e) any entity in which Defendants have or had a controlling interest; (f) the legal representatives, heirs, successors, and assigns of such excluded parties; and (g) any Persons who timely and validly seek exclusion from the Class in accordance with the requirements explained in FAQ 14.Back To Top
If you are still not sure whether you are included, you can ask for free help by contacting the Claims Administrator toll-free at 1-866-977-0773, or at info@RevolutionLightingSecuritiesLitigation.com, for more information.Back To Top
In exchange for the Settlement and release of the Released Claims against the Defendant Releasees, Defendants have agreed to create a $2,083,333.33 fund. After deductions for Court-awarded attorneys’ fees, interest, and expenses, settlement administration costs, and any applicable Taxes, the balance of the fund (the “Net Settlement Fund”) will be distributed pro rata pursuant to the “Plan of Allocation” among all Class Members who send in valid Proof of Claim and Release forms.
The Plan of Allocation, which is subject to Court approval, is discussed in more detail on pages 10-13 of the Notice.Back To Top
At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement. The payment you receive will reflect your proportionate share of the Net Settlement Fund. Such payment will depend on the number of securities that participate in the Settlement, and when those securities were purchased and sold. The number of Claimants who send in claims varies widely from case to case.
The Claims Administrator shall allocate to each Authorized Claimant a pro rata share of the Net Settlement Fund based on his, her, or its Recognized Loss as compared to the total Recognized Losses of all Authorized Claimants.Back To Top
To qualify for a payment, you must have submitted a timely and valid Proof of Claim and Release form with supporting documents so that it was postmarked (or received if submitted electronically as explained in the Notice) no later than July 30, 2020.Back To Top
It is not possible at this time to determine when the Settlement proceeds will be distributed to eligible Settlement Class Members. The Court held a Final Approval Hearing on August 11, 2020, to decide whether to approve the Settlement. Thereafter, the Court entered an order approving the Settlement, the Plan of Allocation, and the request for attorneys’ fees, expenses, and an award for the Lead Plaintiff (you can view the Final Judgment here). Please note that there may still be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proof of Claim and Release forms to be processed. Please be patient.Back To Top
Unless you timely excluded yourself, you are staying in the Class, and that means that, upon the “Effective Date,” you will release all “Released Plaintiffs’ Claims” (as defined below) against the “Defendant Releasees” (as defined below).
“Released Plaintiffs’ Claims” means all individual, representative and class claims, causes of action or rights of recovery of every nature and description, whether known or unknown, direct or indirect, asserted or unasserted, foreseen or unforeseen, matured or unmatured, contingent or vested, whether arising under federal, state, local, statutory, common, foreign or other law, rule or regulation, that Plaintiff or any other member of the Class (a) asserted in the Complaints, or (b) could have asserted or could in the future assert in any court or forum based upon, relating to or arising from the allegations, transactions, facts, matters or occurrences, errors, representations, actions, failures to act or omissions that were alleged, set forth, or referred to in the Complaints and that relate in any way, directly or indirectly, to the purchase or sale of Revolution Lighting common stock during the Class Period. Released Plaintiffs’ Claims do not include (i) any claims relating to the enforcement of the Settlement or "(ii) any Excluded Claims. “Released Plaintiffs’ Claims” includes “Unknown Claims” as defined below.
“Released Defendants’ Claims” means all claims and causes of action of every nature and description, whether known or unknown, whether arising under federal, state, common, or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the Litigation, except for claims relating to the enforcement of the Settlement. “Released Defendants Claims” includes “Unknown Claims” as defined below.
“Defendant Releasees” means the Defendants, their predecessors, successors, past, present and future parents, subsidiaries and affiliates, and their respective past or present general partners, limited partners, principals, members, officers, directors, trustees, employees, agents, attorneys, accountants, auditors, underwriters, investment advisors, insurers, co-insurers, reinsurers and related or affiliated entities, legal representatives, heirs, executors, and assigns, in their capacities as such.
“Unknown Claims” means any Released Plaintiffs’ Claims which Lead Plaintiff or Class Members do not know or suspect to exist in his, her, their, or its favor at the time of the release of the Defendant Releasees, and any Released Defendants’ Claims that any Defendant does not know or suspect to exist in his, her, their, or its favor at the time of the release of the Plaintiff Releasees, which, if known by him, her, them, or it, might have affected his, her, their, or its decision(s) with respect to the Settlement, including the decision to object to the terms of the Settlement or to exclude himself, herself, or itself from the Class. With respect to any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff and Defendants shall expressly waive, and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights, and benefits of California Civil Code § 1542 and any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code § 1542, which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
Lead Plaintiff, other Class Members, or Defendants may hereafter discover facts in addition to or different from those which he, she, they, or it now knows or believes to be true with respect to the subject matter of the Released Plaintiffs’ Claims and the Released Defendants’ Claims, but Lead Plaintiff and Defendants shall expressly settle and release and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, disclosed or undisclosed, matured or unmatured, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff and Defendants acknowledge, and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waivers, and the inclusion of “Unknown Claims” in the definition of Released Plaintiffs’ Claims and Released Defendants’ Claims, were separately bargained for and material elements of the Settlement.
If you remain a member of the Class, all of the Court’s orders will apply to you and legally bind you. You will be bound by the releases whether or not you submit a Proof of Claim and Release form and/or receive a payment under the Settlement.Back To Top
If you do not want a payment from this Settlement, but you want to keep any right you may have to sue or continue to sue the Defendants and the other Defendant Releasees on your own about the Released Plaintiffs’ Claims, then you must have taken steps to get out. This is called excluding yourself — or is sometimes referred to as “opting out” of the Class
To exclude yourself from the Class, you must have sent a signed letter by mail stating that you requested to be “excluded from the Class and do not wish to participate in the Settlement in In re: Revolution Lighting Technologies, Inc. Securities Litigation, No. 1:19-cv-00980-JPO (S.D.N.Y.).” The letter must have been received no later than July 21, 2020.Back To Top
No. Unless you excluded yourself, you give up any rights to sue the Defendants and the other Defendant Releasees for any and all Released Plaintiffs’ Claims. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must have excluded yourself from this Class to continue your own lawsuit. To exclude yourself from the Settlement, you must have mailed your request for exclusion so that it was received no later than July 21, 2020.Back To Top
No. If you excluded yourself, you will not get money from the proposed Settlement.Back To Top
The Court has appointed the law firm of Faruqi & Faruqi, LLP as Lead Counsel to represent Lead Plaintiff and all other Class Members in the Litigation.
You will not be separately charged for the fees or expenses of Lead Counsel appointed by the Court.Back To Top
The Court determined the amount of Lead Counsel’s fees and expenses, which will be paid from the Settlement Fund. See Final Judgement.Back To Top
The deadline to object has passed. Your objection and supporting papers must have been received on or before July 21, 2020.Back To Top
Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you.Back To Top
The Court held a Final Approval Hearing at 11 a.m. on the 11th day of August, 2020. Thereafter, the Court entered an order approving the Settlement, the Plan of Allocation, and the request for attorneys’ fees, expenses, and an award for the Lead Plaintiff (you can view the Final Judgment here).Back To Top
No, you did not have to attend the Final Approval Hearing. The Court considered all submissions, even if a Settlement Class Member did not attend the hearing.Back To Top
The Final Approval Hearing was held on August 11, 2020.Back To Top
If you do nothing, you will get no money from the Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Defendant Releasees about the Released Plaintiffs’ Claims in this case ever again. To share in the Net Settlement Fund you must have submitted a Proof of Claim and Release form (see FAQ 11). To start, continue or be a part of any other lawsuit against the Defendants and the other Defendant Releasees about the Released Plaintiffs’ Claims in this case you must have excluded yourself from this Class (see FAQ 14).Back To Top
This website summarizes the proposed Settlement. For the precise terms and conditions of the Settlement, please see the Stipulation. The Stipulation can also be found by accessing the Court docket in this case, for a fee, through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.nysd.uscourts.gov, or by visiting the office of the Clerk of the United States District Court for the Southern District of New York, Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007, between 9:00 a.m. and 5:00 p.m., Monday through Friday, excluding Court holidays.
PLEASE DO NOT TELEPHONE THE COURT OR THE COURT CLERK’S OFFICE TO INQUIRE ABOUT THIS SETTLEMENT OR THE CLAIM PROCESS.
You can also get a copy of the Stipulation and other documents related to the Settlement here, where you will find a Proof of Claim and Release form, plus other information to help you determine whether you are a Class Member and whether you are eligible for a payment. You also can call the Claims Administrator at 1-866-977-0773 toll-free; write to info@RevolutionLightingSecuritiesLitigation.com; or visit the website of Lead Counsel at www.faruqilaw.com.Back To Top