The Court directed the issuance of the Notice to inform potential Settlement Class Members about the proposed Settlement and their options in connection therewith before the Court rules on the proposed Settlement. Additionally, Settlement Class Members have the right to understand how the class action lawsuit may generally affect their legal rights. If the Court approves the Settlement and the Plan of Allocation (or some other plan of allocation), the Claims Administrator selected by Lead Plaintiff and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.
The purpose of the Notice is to inform potential Settlement Class Members of the existence of the case, that it is a class action, how you (if you are a Settlement Class Member) might be affected, and how to exclude yourself from the Settlement Class if you wish to do so. The Notice also informs potential Settlement Class Members of the terms of the proposed Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, and Lead Counsel’s application for an award of attorneys’ fees and payment of Litigation Expenses (“Settlement Fairness Hearing”). See FAQ 20 for details about the Settlement Fairness Hearing, including the date and location of the hearing.
The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement and a plan of allocation, then payments to Authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing. Please be patient, as this process can take some time.Back To Top
This Action arose out of Operation Zealots, the Brazilian Federal Police’s multi-year investigation into the bribery of Brazilian tax officials, which revealed that, during the relevant time period, Defendants are alleged to have offered to pay millions of dollars in bribes in exchange for billions of dollars in favorable tax rulings and benefits for Banco Bradesco S.A. (“Bradesco” or the “Company”). Specifically, this Action alleged that the Company and three of its senior executives—Bradesco’s Chief Executive Officer, Luiz Carlos Trabuco Cappi, Bradesco’s Managing Officer and Investor Relations Officer, Luiz Carlos Angelotti, and Bradesco’s Executive Vice President during the relevant time period, Domingos Figueiredo de Abreu—issued false and misleading statements and failed to disclose material adverse facts in an attempt to conceal this tax bribery scheme.
The Action was commenced on June 3, 2016, with the filing of a putative securities class action complaint in this Court captioned Bryan v. Banco Bradesco S.A. et. al., Case No. 1:16-cv-04155-GHW. By Order dated August 15, 2016, the Court appointed Public Employees’ Retirement System of Mississippi as lead plaintiff, Kessler Topaz Meltzer & Check, LLP as lead counsel and Labaton Sucharow LLP as liaison counsel.
On October 21, 2016, Lead Plaintiff filed the operative complaint in the Action—the Amended Class Action Complaint (“Amended Complaint”). The Amended Complaint asserted claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78j(b) and 78t(a), and the rules and regulations promulgated thereunder, including SEC Rule 10b-5 (17 C.F.R. § 240.10b-5), against Bradesco, Trabuco, Angelotti and Abreu.
On December 23, 2016, Bradesco, Trabuco, Angelotti and Abreu moved to dismiss the Amended Complaint (“Motion to Dismiss”). On February 3, 2017, Lead Plaintiff filed its opposition to the Motion to Dismiss, and on March 3, 2017, defendants filed a reply in support of their motion. By Order dated September 29, 2017, the Court granted in part and denied in part Defendants’ Motion to Dismiss the Amended Complaint. Pursuant to its Order, the Court (i) sustained Lead Plaintiff’s claims under § 10(b) of the Exchange Act and Rule 10b-5 thereunder with respect to certain statements made by Bradesco, Trabuco and Angelotti; (ii) sustained Lead Plaintiff’s claims under § 20(a) of the Exchange Act against Trabuco; and (iii) granted the Motion to Dismiss in all other respects, including all claims against Abreu.
Thereafter, the Parties commenced discovery. Defendants filed their answer to the Amended Complaint on January 31, 2018, and filed an amended answer on April 6, 2018.
On August 17, 2018, Lead Plaintiff moved for certification of the class, including appointment of Lead Plaintiff and Boilermaker-Blacksmith National Pension Fund (“Boilermaker-Blacksmith”) as class representatives (“Motion to Certify”). On August 21, 2018, Defendants filed a letter seeking a pre-motion conference regarding Defendants’ proposed motion to strike Lead Plaintiff’s addition of Boilermaker-Blacksmith. Lead Plaintiff filed its response letter on August 27, 2018. On September 14, 2018, pursuant to request of the Court, Lead Plaintiff filed a motion for leave to add Boilermaker-Blacksmith as a proposed class representative (“Motion to Add”).
Defendants opposed Lead Plaintiff’s Motion to Add and Motion to Certify on September 24, 2018 and November 9, 2018, respectively. Lead Plaintiff filed replies in support of its motions on September 28, 2018 and December 14, 2018. Pursuant to leave by the Court, Defendants filed a sur-reply in opposition to the Motion to Certify on February 7, 2019 and Lead Plaintiff filed a sur-sur-reply in support of its motion on March 8, 2019. Defendants filed a response to Lead Plaintiff’s sur-sur-reply on April 5, 2018.
While Lead Plaintiff’s Motion to Add and Motion to Certify were pending, the Parties agreed to discuss a possible resolution of the Action. To facilitate their negotiations, the Parties scheduled a formal mediation with Jed D. Melnick, Esq. of JAMS and The Weinstein Melnick Team for April 15, 2019. In advance of the mediation, the Parties exchanged detailed mediation statements. At the mediation, the Parties reached an agreement-in-principle to resolve the Action for $14.5 million in cash.
On July 1, 2019, the Parties entered into the Stipulation and Agreement of Settlement (“Stipulation”), which sets forth the final terms and conditions of the Settlement. The Stipulation can be viewed here.
On July 24, 2019, the Court preliminarily approved the Settlement, authorized notice to potential Settlement Class Members, and scheduled the Settlement Fairness Hearing to consider whether to grant final approval to the Settlement.Back To Top
Classes are generally used in lawsuits that affect a large number of individuals. A class action consolidates into a single action all of the claims of individuals allegedly harmed by the same conduct or course of conduct in the same period of time, thus removing the need for members of the class to file their own individual lawsuits to separately seek to recover for the harm alleged. Once the class is certified, the Court resolves all issues on behalf of members of the class, except for those class members, if any, who specifically choose to exclude themselves from the class.Back To Top
Lead Plaintiff’s principal reason for entering into the Settlement is the immediate cash benefit for the Settlement Class without the risk or the delays and costs inherent in further litigation. Moreover, the cash benefit provided under the Settlement must be considered against the risk that a smaller recovery – or indeed no recovery at all – might be achieved after full discovery, contested motions, a trial of the Action, and the likely appeals that would follow a trial. This process could be expected to last several years. Defendants, who deny all allegations of wrongdoing or liability whatsoever, have determined that it is desirable and beneficial to them that the Action be settled in the manner and upon the terms and conditions of the Settlement.Back To Top
If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely request to be excluded from the Settlement Class. The Settlement Class provisionally certified by the Court for purposes of effectuating the Settlement consists of:
All persons and entities who purchased or otherwise acquired the preferred American Depositary Shares issued by Banco Bradesco S.A. (“Bradesco PADS” or “PADS”) during the period from August 8, 2014 through July 27, 2016, inclusive, and were injured thereby.
Excluded from the Settlement Class are:
Also excluded from the Settlement Class are any persons or entities who or which exclude themselves from the Settlement Class by submitting a request for exclusion that is accepted by the Court. See FAQ 13.
PLEASE READ THE NOTICE CAREFULLY TO DETERMINE WHETHER YOU ARE A SETTLEMENT CLASS MEMBER AND WHETHER YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT.
If you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Claim Form (available here) and the required supporting documentation postmarked (if mailed), or online, no later than December 21, 2019.Back To Top
Yes. You are not a member of the Settlement Class if you did not purchase or otherwise acquire Bradesco PADS during the period from August 8, 2014 through July 27, 2016, inclusive. If you purchased or otherwise acquired Bradesco PADS some other time, or did not purchase or qcquire Bradesco PADS at all, you are not included within the Settlement Class.
You are also not a member of the Settlement Class if you are one of the persons or entities that are specifically excluded from the Settlement Class (see FAQ 5).Back To Top
Subject to Court approval, Lead Plaintiff, on behalf of itself and the Settlement Class, has agreed to settle the Action in exchange for a settlement payment of $14,500,000.00 in cash (“Settlement Amount”) to be deposited into an escrow account. The Net Settlement Fund (i.e., the Settlement Amount plus any interest earned thereon while in escrow (“Settlement Fund”) less: (i) any Taxes and Tax Expenses; (ii) any Notice and Administration Costs; (iii) any Litigation Expenses, including any reimbursement of costs and expenses to Plaintiffs, awarded by the Court; and (iv) any attorneys’ fees awarded by the Court) will be distributed in accordance with a plan of allocation approved by the Court, which will determine how the Net Settlement Fund shall be allocated among members of the Settlement Class. The proposed Plan of Allocation is at the end of the Notice, available here.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.
Your share of the Net Settlement Fund will depend on several factors, including the following: how many Settlement Class Members submit timely and valid Claim Forms; the total Recognized Claims represented by the valid Claim Forms submitted by Settlement Class Members; your Recognized Claim, based on the number of Bradesco PADS you purchased or otherwise acquired during the Settlement Class Period, how much you paid for your Bradesco PADS, when you purchased or acquired your Bradesco PADS, and, if you sold your Bradesco PADS, when and for how much you sold them.
By following the instructions in the Plan of Allocation, you can calculate your “Recognized Claim” amount. It is unlikely that you will get a payment for your entire Recognized Claim amount. The net Settlement proceeds will be distributed to eligible Settlement Class Members on a pro rata basis based on the relative size of their Recognized Claims. See the Plan of Allocation at the end of the Notice for more information.Back To Top
A “Recognized Loss Amount” will be calculated as set forth in the Plan of Allocation for each Bradesco PADS purchased or otherwise acquired from August 8, 2014 through July 27, 2016, inclusive. The calculation of a Claimant's Recognized Loss Amount will depend upon several factors, including when their shares of Bradesco PADS were purchased or otherwise acquired during the Settlement Class Period, and in what amounts, and whether those shares were sold, and if sold, when they were sold, and for what amounts.
The Plan of Allocation, is set forth at the end of the Notice, available here.Back To Top
To be eligible for a payment, you must have submitted a timely and valid Claim Form. Claim Forms must have been postmarked, if mailed, or received online on or before December 21, 2019.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 will hold the Settlement Fairness Hearing on November 13, 2019 to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals afterwards. 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 Claim Forms to be fully processed. Please be patient.Back To Top
If you are a Settlement Class Member and you do not exclude yourself from the Settlement Class, you will be bound by any orders issued by the Court. If the Settlement is approved, the Court will enter a judgment (“Judgment”). The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other Settlement Class Members, on behalf of themselves, and their respective heirs, executors, administrators, trusts, trustees, estates, beneficiaries, insurers, reinsurers, predecessors, successors, and assigns (and assignees of each of the foregoing) in their capacities as such, shall be deemed to have, and by operation of law and of the Judgment shall have fully, finally and forever compromised, settled, released, resolved, relinquished, waived, and discharged each and every Released Plaintiffs’ Claim (as defined in ¶ 30 of the Notice) against the Defendant Releasees (as defined ¶ 31 of the Notice), and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiffs’ Claims against any of the Defendant Releasees.
Additional details can be found in the Notice, available here.Back To Top
Each Settlement Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless such person or entity mails or delivers a written request for exclusion addressed to: Banco Bradesco S.A. Securities Litigation Settlement, EXCLUSIONS, c/o Epiq Class Action & Claims Solutions, Inc., P.O. Box 4259, Portland, OR 97208-4259. The request for exclusion must be received no later than October 23, 2019. You will not be able to exclude yourself from the Settlement Class after that date.
Each request for exclusion must:
A request for exclusion shall not be valid and effective unless it provides all the information called for in the previous paragraph and is received within the time stated above, or is otherwise accepted by the Court.
If you do not want to be part of the Settlement Class, you must follow these instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating to any Released Plaintiffs’ Claim against any of the Defendant Releasees. Excluding yourself from the Settlement Class is the only option that allows you to be part of any other current or future lawsuit against Defendants or any of the other Defendant Releasees concerning the Released Plaintiffs’ Claims. Please note, however, if you decide to exclude yourself from the Settlement Class, you may be time-barred from asserting the claims covered by the Action by a statute of repose. In addition, Defendants and the other Defendant Releasees will have the right to assert any and all defenses they may have to any claims that you may seek to assert.
If you ask to be excluded from the Settlement Class, you will not be eligible to receive any payment out of the Net Settlement Fund.
Defendants have the right to terminate the Settlement if valid requests for exclusion are received from persons and entities entitled to be members of the Settlement Class in an amount that exceeds an amount agreed to by Lead Plaintiff and Defendants.Back To Top
No. Excluding yourself from the Settlement Class is the only option that allows you to be part of any other current or future lawsuit against Defendants or any of the other Defendant Releasees concerning the Released Plaintiffs’ Claims. Please note, however, if you decide to exclude yourself from the Settlement Class, you may be time-barred from asserting the claims covered by the Action by a statute of repose. In addition, Defendants and the other Defendant Releasees will have the right to assert any and all defenses they may have to any claims that you may seek to assert. Remember, the exclusion deadline is October 23, 2019.Back To Top
No. If you ask to be excluded from the Settlement Class, you will not be eligible to receive any payment from the Net Settlement Fund.Back To Top
The law firm of Kessler Topaz Meltzer & Check, LLP was appointed to represent all Settlement Class Members. These lawyers are called Lead Counsel. You will not be separately charged for the services of these lawyers. The Court will determine the amount of Lead Counsel’s fees and expenses. Any fees and expenses awarded by the Court will be paid from the Settlement Fund. As a Settlement Class Member, you are represented by Lead Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense. If you choose to hire your own lawyer, such counsel must file a notice of appearance on your behalf. See FAQ 22.Back To Top
Lead Counsel, on behalf of Plaintiffs’ Counsel, will apply to the Court for an award of attorneys’ fees and payment of Litigation Expenses. Lead Counsel has fee-sharing agreements with Liaison Counsel, Labaton Sucharow LLP, 140 Broadway, New York, NY 10005, and additional counsel Gadow Tyler, PLLC, 511 E. Pearl Street, Jackson, MS 39201, which provide that Lead Counsel will compensate these firms solely from the attorneys’ fees that Lead Counsel receives in this Action in amounts commensurate with those firms’ efforts in the Action, such that this will not increase the fees awarded by the Court.
Lead Counsel’s application for attorneys’ fees will not exceed 25% of the Settlement Fund plus payment of Litigation Expenses not to exceed $1.1 million incurred in connection with the prosecution and resolution of this Action. Lead Counsel’s application for attorneys’ fees and Litigation Expenses, which may include a request for reimbursement of the reasonable costs and expenses incurred by Plaintiffs directly related to their representation of the Settlement Class in accordance with 15 U.S.C. §78u-4(a)(4), in an aggregate amount not to exceed $75,000.00, will be filed by October 9, 2019, and the Court will consider this application at the Settlement Fairness Hearing. A copy of Lead Counsel’s application for fees and expenses will be available for review on this website once it is filed. Any award of attorneys’ fees and payment of Litigation Expenses, including any reimbursement of costs and expenses to Plaintiffs, will be paid from the Settlement Fund prior to allocation and payment to Authorized Claimants.
Settlement Class Members are not personally liable for any such attorneys’ fees or expenses.Back To Top
Any Settlement Class Member who or which does not request exclusion from the Settlement Class may object to the Settlement, the Plan of Allocation, and/or Lead Counsel’s motion for an award of attorneys’ fees and payment of Litigation Expenses. Objections must be in writing. You must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the Southern District of New York at the address set forth below as well as serve copies on Lead Counsel and on Defendants’ Counsel at the addresses set forth below so that is received on or before October 23, 2019.
|Clerk’s Office||Lead Counsel||Defendants’ Counsel|
United States District Court
Southern District of New York
Daniel Patrick Moynihan U.S. Courthouse
500 Pearl Street
New York, NY 10007
Andrew L. Zivitz
Johnston de F. Whitman, Jr.
Kessler Topaz Meltzer & Check, LLP
280 King of Prussia Road
Radnor, PA 19087
Richard C. Pepperman, II
Marc De Leeuw
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
To object, you must send a letter to the Court saying that you object to the Settlement in In re Banco Bradesco S.A. Securities Litigation, Civil Case No. 1:16-cv-04155 (GHW), and stating the reasons that you object to the Settlement, or any part thereof.
Any objection must:
You may not object to the Settlement, Plan of Allocation, and/or Lead Counsel’s motion for an award of attorneys’ fees and payment of Litigation Expenses if you exclude yourself from the Settlement Class or if you are not a member of the Settlement Class.
You may submit an objection without having to appear at the Settlement Fairness Hearing. You may not, however, appear at the Settlement Fairness Hearing to present your objection unless (1) you first submit a written objection in accordance with the procedures described above, (2) you first submit your Notice of Appearance in accordance with the procedures described in FAQ 22, or (3) the Court orders otherwise.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 Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class and do not want to seek a payment from the Settlement Fund. If you exclude yourself, you have no basis to object because the case no longer affects you.Back To Top
The Settlement Fairness Hearing will be held on November 13, 2019 at 4:15 p.m., before the Honorable Gregory H. Woods at the Daniel Patrick Moynihan U.S. Courthouse, 500 Pearl Street, New York, NY, 10007, Courtroom 12C. The Court reserves the right to approve the Settlement, the Plan of Allocation, Lead Counsel’s motion for an award of attorneys’ fees and payment of Litigation Expenses, and/or any other matter related to the Settlement at or after the Settlement Fairness Hearing without further notice to the members of the Settlement Class.Back To Top
No. Settlement Class Members do not need to attend the Settlement Fairness Hearing. The Court will consider any submissions made in accordance with FAQ 18 above even if a Settlement Class Member does not attend the hearing.
The date and time of the Settlement Fairness Hearing may change without further written notice to the Settlement Class. If you plan on attending the hearing, please check this website or contact Lead Counsel to confirm that the date and/or time of the hearing has not changed.Back To Top
If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, and/or Lead Counsel’s motion for an award of attorneys’ fees and payment of Litigation Expenses, and if you timely submit a written objection as described in FAQ 18, you must also file a Notice of Appearance with the Clerk’s Office and serve it on Lead Counsel and Defendants’ Counsel at the addresses set forth in FAQ 18 so that it is received on or before October 23, 2019. Persons who intend to object and desire to present evidence at the Settlement Fairness Hearing must include in their written objection or Notice of Appearance the identity of any witnesses they may call to testify and any exhibits they intend to introduce into evidence at the hearing. Objectors shall be allowed to present argument and evidence solely at the discretion of the Court.
You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Fairness Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a Notice of Appearance with the Court and serve it on Lead Counsel and Defendants’ Counsel at the addresses set forth in FAQ 18 so that the Notice is received on or before October 23, 2019.Back To Top
If you are a member of the Settlement Class and you do not submit a valid Claim Form, you will not be eligible to receive any payment from the Settlement Fund. You will, however, remain a member of the Settlement Class, which means that you give up your right to sue about the claims that are resolved by the Settlement and you will be bound by any judgments or orders entered by the Court in the Action.Back To Top
This website and the Notice contain only a summary of the terms of the Settlement. For the full terms and conditions of the Settlement, please see the Stipulation, available here.Back To Top
Copies of any related orders entered by the Court will be posted on the website here. Additionally, more detailed information about the matters involved in this Action can be obtained 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/cgi-bin/ShowIndex.pl, or by visiting, during regular office hours, the Office of the Clerk, United States District Court for the Southern District of New York, Daniel Patrick Moynihan U.S. Courthouse, 500 Pearl Street, New York, NY 10007.Back To Top
The CUSIP for Bradesco PADS during the Settlement Class Period is 059460303. The ticker symbol is BBD.Back To Top
You will need to include documentation to support each transaction in Bradesco PADS set forth in the Claim Form. Acceptable supporting documentation consists of documents showing the number of Bradesco PADS that were purchased/acquired and/or sold during the Settlement Class Period (i.e., between August 8, 2014 and July 27, 2016, inclusive), as well as the dates, number of PADS, and prices of each such purchase/acquisition and/or sale. Documentation establishing membership in the Settlement Class must consist of copies of brokerage confirmation slips or monthly brokerage account statements, or an authorized statement from the Claimant's broker containing the transactional and holding information found in a broker confirmation slip or account statement. Stock certificates may be used to support the amount of Bradesco PADS held at the beginning or end of the Settlement Class Period, but they are not evidence for when and how much the Bradesco PADS were purchased or acquired.
If you no longer have documentation to support your transactions in Bradesco PADS, you should consult with your broker or financial advisor, who may be able to obtain the documents for you. In the case that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases/acquisitions, sales and beginning and ending holdings.
We recommend that you file your Claim to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your Claim.
If you are submitting documentation online, documents should be clear, readable copies, with a max size 20 MB per document, and in one of the following formats: jpg, jpeg, gif, tif, tiff, doc, docx, xls, xlsx, pdf, zip, txt, mht, rtf, msg, or eml.Back To Top
Participants in and beneficiaries of any employee retirement and/or benefit plan (“Employee Plan”) should NOT include any information relating to Bradesco PADS purchased/acquired through an Employee Plan in any Claim Form they submit in this Action. They should include ONLY those eligible Bradesco PADS purchased/ acquired during the Settlement Class Period outside of an Employee Plan. Claims based on any Employee Plan(s)’ purchases/acquisitions of eligible Bradesco PADS during the Settlement Class Period may be made by the Employee Plan(s)’ trustees.
Please Note: As set forth in FAQ 5, Bradesco’s employee retirement and benefit plan(s) and their participants or beneficiaries, to the extent they made purchases or otherwise acquired Bradesco PADS through such plan(s) are excluded from the Settlement Class and such persons or entities shall not receive, either directly or indirectly, any payment from the Settlement Fund in connection with such PADS.Back To Top