010309-11 524541 V1

IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

FAN ZHANG, Individually and on Behalf of 

All Others Similarly Situated, 

Plaintiff, 

vs. 

GROUPON, INC., ANDREW D. MASON, 

JASON E. CHILD, JOSEPH M. DEL 

PRETO, ERIC P. LEFKOFSKY, 

THEODORE J. LEONSIS, PETER J. 

BARRIS, KEVIN J. EFRUSY, MELLODY 

HOBSON, BRADLEY A. KEYWELL, 

HOWARD SCHULTZ, MORGAN 

STANLEY & CO. LLC, GOLDMAN, 

SACHS & CO., CREDIT SUISSE 

SECURITIES (USA) LLC, ALLEN & 

COMPANY LLC, MERRILL LYNCH, 

PIERCE, FENNER & SMITH 

INCORPORATED, BARCLAYS CAPITAL 

INC., CITIGROUP GLOBAL MARKETS 

INC., DEUTSCHE BANK SECURITIES 

INC., J.P. MORGAN SECURITIES LLC, 

WELLS FARGO SECURITIES, LLC, 

WILLIAM BLAIR & COMPANY L.L.C., 

LOOP CAPITAL MARKETS, INC., RBC 

CAPITAL MARKETS LLC and THE 

WILLIAMS CAPITAL GROUP, L.P.,

Defendants. 

 CIVIL ACTION NO. 12-CV-2450 

KATHLEEN ROSELLI, Individually And On 

Behalf of All Others Similarly Situated, 

Plaintiff, 

vs. 

GROUPON, INC., ERIC P. LEFKOFSKY, 

ANDREW D. MASON, JASON CHILD, 

KEVIN EFRUSY, THEODORE J. LEONSIS, 

HOWARD SCHULTZ, JOSEPH M. DEL 

PRETO, MORGAN STANLEY & CO. LLC, 

GOLDMAN, SACHS & CO., and CREDIT 

SUISSE SECURITIES (USA) LLC, 

Defendants.

 CIVIL ACTION NO. 12-CV-2460 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 1 of 14 PageID #:634
010309-11 524541 V1

DENNIS EINSPAHR, Individually and on 

Behalf of All Others Similarly Situated, 

Plaintiff, 

 vs. 

GROUP ON, INC., JASON E. CHILD, 

JOSEPH M. DELPRETO, ANDREWD. 

MASON, ERIC P. LEFKOFSKY, PETER J. 

BARRIS, KEVIN J. EFRUSY, MELLODY 

HOBSON, BRADLEY A. KEYWELL, 

THEODORE J. LEONSIS, HOWARD 

SCHULTZ, MORGAN STANLEY & CO. 

LLC, GOLDMAN, SACHS & CO., CREDIT 

SUISSE SECURITIES (USA) LLC, ALLEN 

& COMPANY LLC, MERRILL LYNCH, 

PIERCE, FENNER & SMITH INC., 

BARCLAYS CAPITAL INC., CITIGROUP 

GLOBAL MARKETS INC., DEUTSCHE 

BANK SECURITIES INC., J.P. MORGAN 

SECURITIES LLC, WELLS FARGO 

SECURITIES, LLC, WILLIAM BLAIR & 

COMP ANY LLC, LOOP CAPITAL) 

MARKETS, INC., RBC CAPITAL 

MARKETS LLC and THE WILLIAMS 

CAPITAL GROUP, L.P. 

Defendants.

 CIVIL ACTION NO. 12-CV-2547 

JOHN PEDROW, Individually and on Behalf 

of All Others Similarly Situated, 

Plaintiff, 

vs. 

GROUPON, INC., ANDREW D. MASON, 

JASON E. CHILD, JOSEPH M. DEL PRETO, 

ERIC P. LEFKOFSKY, THEODORE J. 

LEONSIS, PETER J. NARRIS, KEVIN J. 

EFRUSY, MELLODY HOBSON, 

BRADLEY A. KEYWELL, HOWARD 

SCHULTZ, MORGAN STANLEY & CO. 

LLC, GOLDMAN, SACHS & CO., CREDIT 

SUISSE SECURITIES (USA) LLC, ALLEN 

& COMPANY LLC, MERRILL LYNCH, 

PIERCE, FENNER & SMITH 

INCORPORATED, BARCLAYS CAPITAL

 CIVIL ACTION NO. 12-CV-2791 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 2 of 14 PageID #:635
010309-11 524541 V1

INC., CITIGROUP GLOBAL MARKETS 

INC., DUETSCHE BANK SECURITIES 

INC., J.P. MORGAN SECURITIES LLC, 

WELLS FARGO SECURITIES LLC, 

WILLIAM BLAIR & COMPANY L.L.C., 

LOOP CAPITAL MARKETS, INC., RBC 

CAPITAL MARKETS LLC and THE 

WILLIAMS CAPITAL GROUP, L.P., 

Defendants. 

 

JOHN H. COTTRELL, Individually and on 

Behalf of All Others Similarly Situated, 

Plaintiff, 

vs. 

GROUPON, INC., ANDREW D. MASON, 

JASON E. CHILD, JOSEPH M. DEL PRETO, 

ERIC LEFKOFSKY, THEODORE J. 

LEONSIS, PETER J. NARRIS, KEVIN J. 

EFRUSY, MELLODY HOBSON, 

BRADLEY A. KEYWELL, HOWARD 

SCHULTZ, MORGAN STANLEY & CO. 

LLC, GOLDMAN, SACHS & CO., CREDIT 

SUISSE SECURITIES (USA) LLC, ALLEN 

& COMPANY) LLC, MERRILL LYNCH, 

PIERCE, FENNER SMITH 

INCORPORATED, BARCLAYS CAPITAL 

INC., CITIGROUP GLOBAL MARKETS 

INC., DEUTSCHE BANK SECURITIES 

INC., J.P. MORGAN SECURITIES LLC, 

WELLS FARGO SECURITIES, LLC, 

WILLIAM BLAIR & COMPANY L.L.C., 

LOOP CAPITAL MARKETS, INC., RBC 

CAPITAL MARKETS LLC and THE 

WILLIAMS CAPITAL GROUP, L.P., 

Defendants. 

 CIVIL ACTION NO. 12-CV-3129 

MEMORANDUM OF LAW IN SUPPORT OF MOTION TO CONSOLIDATE 

RELATED CASES, APPOINT LEAD PLAINTIFF AND APPROVE LEAD 

PLAINTIFFS’ SELECTION OF LEAD COUNSEL

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 3 of 14 PageID #:636
010309-11 524541 V1

- 1 - 

John Pedrow and Stephens Johnson (“Pedrow” and “Johnson” or “Movants”) respectfully 

submit this memorandum of law in support of their Motion to: (1) consolidate related cases; 

(2) appoint them as Lead Plaintiffs; and (3) approve their selection of Hagens Berman Sobol 

Shapiro LLP (“Hagens Berman”) as Lead Counsel. 

I. PRELIMINARY STATEMENT 

Pending before the Court are five related cases brought against Groupon, Inc., 

(“Groupon”), Andrew Mason, Jason E. Child, Joseph M. Del Preto, Eric P. Lefkofsky, 

Theodore J. Leonsis, Peter J. Barris, Kevin J. Efrusy, Mellody Hobson, Bradley A. Keywell, 

Howard Schultz, Morgan Stanley & Co. LLC, Goldman, Sachs & Co., Credit Suisse Securities 

(USA) LLC, Allen & Company LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 

Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan 

Securities LLC, Wells Fargo Securities, LLC, William Blair & Company L.L.C., Loop Capital 

Markets, Inc., RBC Capital Markets LLC And The Williams Capital Group, L.P. (collectively 

“Defendants”) on behalf of all persons or entities who: (1) purchased or otherwise acquired 

Groupon common stock pursuant and/or traceable to the Company’s Registration Statement and 

Prospectus (collectively, the “Registration Statement”), as amended, issued in connection with its 

November 4, 2011 initial public offering (the “IPO” or the “Offering”) seeking to pursue 

remedies under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (the “Securities Act”); 

and on behalf of investors who (2) purchased or otherwise acquired the Groupon common stock 

during the period from February 8, 2012 through and including March 30, 2012, seeking to 

pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the 

“Exchange Act”) and SEC Rule 10b-5. 

The Private Securities Litigation Reform Act of 1995 (“PSLRA”) directs the Court to 

appoint the “most adequate plaintiff” to serve as Lead Plaintiff. 15 U.S.C. § 78u-4(a)(3)(B)(i). 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 4 of 14 PageID #:637
010309-11 524541 V1

- 2 - 

The “most adequate plaintiff” is defined as the “person or group of persons” who have the 

“largest financial interests” in the relief sought by the Class in this litigation and who make a 

prima facie showing that they are an adequate class representative under Rule 23 of the Federal 

Rules of Civil Procedure. 15 U.S.C. § 78u-4(a)(3)(B)(iii)(1). 

As demonstrated herein, Pedrow and Johnson suffered combined losses of $177,444.74 

from their investments in Groupon during the Class Period. Further, they satisfy the 

requirements of Rule 23(a) of the Federal Rules of Civil Procedure, as their claims are typical of 

the other members of the proposed Class and they will fairly and adequately represent the Class. 

II. FACTUAL AND PROCEDURAL BACKGROUND 

The complaint charges Groupon, certain of its officers and directors and the underwriters 

of its Initial Public Offering (“IPO”) with violations of the Exchange Act and the Securities Act. 

Groupon is a local e-commerce marketplace that connects merchants to consumers by offering 

goods and services at a discount. The complaint alleges that during the Class Period, Defendants 

issued materially false and misleading statements regarding the Company’s business practices 

and financial results. Specifically, Defendants failed to disclose negative trends in Groupon’s 

business and made false statements regarding Groupon’s financial results. As a result of these 

false statements, Defendants were able to successfully accomplish Groupon’s IPO at $20.00 per 

share, and subsequently, Groupon’s stock traded at artificially inflated prices during the Class 

Period, reaching a high of $26.19 per share on November 18, 2011. 

On November 3, 2011, Groupon announced the pricing of its IPO of 35 million shares of 

common stock at $20 per share for net proceeds of $658 million. As part of the Registration 

Statement issued in connection with the IPO and during the Class Period, Defendants represented 

that the Company had competitive advantages which would benefit its business, and reported 

financial results which showed dramatic growth. Then, on March 30, 2012, after the market 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 5 of 14 PageID #:638
010309-11 524541 V1

- 3 - 

closed, Groupon issued a press release announcing a revision to its fourth quarter and full-year 

2011 financial results, including a reduction in its fourth quarter 2011 revenue of $14.3 million. 

This resulted in an increase to Groupon’s fourth quarter 2011 operating expenses that reduced 

operating income by $30 million, net income by $22.6 million, and earnings per share by $0.04. 

Groupon attributed the revision to a shift in the company’s fourth quarter deal mix and higher 

price point offers, which resulted in higher refund rates. On this news, Groupon’s stock dropped 

$3.10 per share to close at $15.28 per share on April 2, 2012, a decline of 17% on volume of 10 

million shares. According to the complaint, the true facts, which were known by the Defendants 

but concealed from the investing public during the Class Period, were as follows: (a) Groupon’s 

financial results were materially false and misleading in violation of Generally Accepted 

Accounting Principles (“GAAP”); (b) Groupon’s revenues were overstated in violation of 

GAAP; (c) Groupon’s business was not growing to the extent represented by Defendants and 

was not nearly as resistant to competition as suggested by Defendants; (d) the IPO Registration 

Statement concealed that Groupon was not in compliance with the laws and regulations of some 

of the countries in which it operated, including the United Kingdom; and (e) Groupon’s internal 

controls were so poor and inadequate that Groupon’s reported results were not reliable. 

On April 3, 2012, the first of five nearly identical complaints (the “Actions”) against the 

Defendants was filed before this Court. That same day, notice of the lawsuit was published on 

the Business Wire, informing investors of the case and their right to seek to serve as Lead 

Plaintiff. Pedrow and Johnson have timely filed their motion seeking to serve together as Lead 

Plaintiffs on behalf of the Class. 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 6 of 14 PageID #:639
010309-11 524541 V1

- 4 - 

III. ARGUMENT 

A. The Actions Should Be Consolidated for All Purposes 

Consolidation is appropriate where there are multiple actions involving common 

questions of law or facts. See Fed. R. Civ. P. 42(a); Taubenfeld v. Career Educ. Corp., No. 03 C 

8884, 2004 U.S. Dist. LEXIS 4363, at *3-4 (N.D. Ill. Mar. 22, 2004) (finding consolidation 

appropriate where cases asserted similar claims for relief); Mayo v. Apropos Tech., Inc., No. 01 

C 8406, 2002 U.S. Dist. LEXIS 1924, at *6 (N.D. Ill. Feb. 7, 2002) (consolidating related cases 

for pre-trial purposes where cases involved central issues of fact and law, and questions were 

complex and numerous and would be served by resolution through a common hearing). 

Here, the Actions involve essentially the same claims, principally related to Groupon’s 

improper business practices and materially false or misleading financial results. The Actions 

name substantially the same defendants. Each of the Actions is brought by shareholders of 

Groupon during the same Class Period who were injured by Defendants’ fraud that was 

perpetrated through the issuance of materially false and misleading statements in violation of 

federal securities laws. Accordingly, the Actions meet the standard set forth in Rule 42(a) and 

should be consolidated.

B. Pedrow and Johnson Should Be Appointed As Lead Plaintiffs 

1. The Procedural Requirements of the PSLRA. 

The PSLRA sets forth a detailed procedure governing the selection of a Lead Plaintiff to 

oversee “each private action arising under the [Exchange Act] that is brought as a plaintiff class 

action pursuant to the Federal Rules of Civil Procedure.” 15 U.S.C. § 78u-4(a)(1). 

First, the PSLRA requires that the plaintiff who filed the initial complaint in an action 

must publish notice to the class not later than twenty days after the date the complaint was filed 

and that notice must inform the class of the claims asserted in the action and the purported class 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 7 of 14 PageID #:640
010309-11 524541 V1

- 5 - 

period as well as notify them of their right to file a motion to be appointed Lead Plaintiff in the 

action. 15 U.S.C. § 78U-4(a)(3)(A). Within sixty days of publication of the required notice, any 

member or members of the proposed class may apply to the court to be appointed as Lead 

Plaintiff, whether or not they have previously filed a complaint in the action. 15 U.S.C. § 78u4(a)(3)(A)-(B). 

The first notice of the pendency of a class action in these Actions was published April 3, 

2012 on Business Wire, a “widely circulated national business-oriented publication or wire 

service.” 15 U.S.C. § 78u-4(a)(3)(A)(i); Lax v. First Merchants Acceptance Corp., No. 97-2715, 

1997 U.S. Dist. LEXIS 11866, at *2 (N.D. Ill. Aug. 11, 1997) (noting publication of notice of 

pendency through Business Wire was in compliance with the requirements of the Exchange Act). 

See Kathrein Decl., Ex. 1.1

 The notice indicated that Class Members who sought to move for 

appointment as Lead Plaintiff in these Actions must do so no later than sixty days after April 3, 

2012. Pedrow and Johnson have submitted timely motions to serve as Lead Plaintiff. 

Second, the PSLRA provides that within ninety days after publication of the notice of 

pendency, the court shall consider any motion made by a class member and shall appoint as Lead 

Plaintiff the movant or movants that the court determines to by the most capable of adequately 

representing the class members’ interests. 15 U.S.C. § 78u-4(a)(3)(B)(i). In determining which 

movant or movants are the “most adequate plaintiff,” the PSLRA instructs that: 

The most adequate plaintiff in any private action arising under this 

chapter is the person or group of persons that --- 

(aa) has either filed the complaint or made a motion in response to 

a notice under subparagraph (A)(i); 

(bb) in the determination of the court, has the largest financial 

interest in the relief sought by the class; and 

 1

 “Kathrein Decl.” refers to the Declaration of Reed R. Kathrein in Support of Motion to 

Consolidate Related Cases, Appoint Lead Plaintiff and Approve Lead Plaintiffs’ Selection of 

Lead Counsel, concurrently filed herewith. 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 8 of 14 PageID #:641
010309-11 524541 V1

- 6 - 

(cc) otherwise satisfies the requirements of Rule 23 of the Federal 

Rules of Civil Procedure. 

15 U.S.C. § 77z-1(a)(3)(B)(iii)(I) and15 U.S.C. § 78u-4(a)(3)(B)(iii)(I) (emphasis added); 

Johnson v. Tellabs, Inc., 214 F.R.D 225, 227-228 (N.D. Ill. 2002). As discussed below, Pedrow 

and Johnson have the largest financial interest in the relief sought by the class, and otherwise 

satisfy Rule 23. 

2. Pedrow and Johnson Are the “Most Adequate Plaintiff” Under the PSLRA. 

a. Pedrow and Johnson Made Timely Motions to Be Appointed as Lead 

Plaintiff. 

As outlined above, the time period that a class member has to move to be appointed as 

Lead Plaintiff in the instant action expires on June 4, 2012, sixty days after the notice of 

pendency was published. 15 U.S.C. §78u-4(a)(3)(A)(i). Pursuant to the provisions of the 

PSLRA and within the requisite time frame, Pedrow and Johnson timely move this Court to be 

appointed as Lead Plaintiffs on behalf of all class members in the Actions, as well as any other 

actions deemed to be related by this Court. A movant need not have filed a complaint. 15 

U.S.C. § 78u-4(a)(3)(A)-(B). 

b. Pedrow and Johnson Have the Largest Financial Interest. 

Pedrow and Johnson’s certifications submitted herewith, indicate, among other things, 

their transactions in Groupon shares during the Class Period. See Kathrein Decl., Ex. 2. Those 

transactions resulted in losses of $177,444.74 during the Class Period. See Kathrein Decl., Ex. 3. 

As of the date of this filing, Pedrow and Johnson are aware of no other class member or movants 

whose losses exceed theirs and thus believe that they have suffered the greatest financial loss of 

any movant seeking to be appointed Lead Plaintiff in the Actions. Pedrow and Johnson, 

therefore, have the “largest financial interest in the relief sought by the class,” as required under 

15 U.S.C. § 78u-4(a)(3)(B)(iii)(I)(bb).

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 9 of 14 PageID #:642
010309-11 524541 V1

- 7 - 

c. Pedrow and Johnson Satisfy Rule 23. 

Section 27(a)(3)(B)(iii)(I)(cc) of the Securities Act and Section 21D(a)(3)(B)(iii)(I)(cc) 

of the Exchange Act, as amended by the PSLRA, provide that the Lead Plaintiff must satisfy the 

typicality and adequacy requirements of Rule 23(a). Takara Trust v. Molex Inc., 229 F.R.D. 577, 

580 (N.D. Ill. 2005); Johnson, 214 F.R.D. at 228 (“In selecting the lead plaintiff under the 

PSLRA, [ ] typicality and adequacy of representation are the only relevant considerations.”). 

Thus, when determining which plaintiff is “most adequate” to represent the proposed 

class of Groupon investors, the Court should limit its inquiry to the typicality and adequacy 

elements of Rule 23(a) and should reserve its examination of the other two requirements until the 

class certification stage. In re Motorola Secs. Litig., No. 03 C 287, 2003 U.S. Dist. LEXIS 

12651, at *10 (N.D. Ill. July 23, 2003). As detailed below, Pedrow and Johnson satisfy both the 

typicality and adequacy requirements of Rule 23(a), and should therefore be appointed Lead 

Plaintiff in this action. 

d. Pedrow and Johnson Are Typical. 

Under Rule 23(a)(3), typicality exists where “the claims . . . of the representative parties” 

are “typical of the claims . . . of the class.” The typicality requirement of Rule 23(a)(3) is 

satisfied when the representative plaintiffs’ claims arise from the same event or course of 

conduct that gives rise to claims of other class members, and when the claims are based on the 

same legal theory. See Takara Trust, 229 F.R.D. at 580. The requirement that the proposed 

class representatives’ claims be typical of the claims of the class does not mean, however, that 

the claims must be identical. See Hanlon v. Chrysler Corp., 150 F.3d 1011, 1020 (9th Cir. 

1998). 

In this case, the typicality requirement is met because Pedrow and Johnson’s claims are

identical to the claims of the other Class members. Pedrow and Johnson and all the members of 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 10 of 14 PageID #:643
010309-11 524541 V1

- 8 - 

the Class purchased Groupon securities when the stock prices were artificially inflated as a result 

of the Defendants’ misrepresentations and omissions, and thus, both Pedrow, Johnson and the 

Class members suffered damages as a result of these purchases. Simply put, Pedrow and 

Johnson, like all the other Class members: (1) purchased Groupon securities; (2) purchased 

Groupon securities at artificially inflated prices as a result of Defendants’ misrepresentations and 

omissions; and (3) suffered damages thereby. 

Moreover, Pedrow and Johnson are not subject to any unique or special defenses. Thus, 

they meet the typicality requirement of Rule 23 because their claims are the same as the claims 

of the other Class members. 

e. Pedrow and Johnson Will Adequate Protect the Interest of the Class. 

Under Rule 23(a)(4), the party representing the class must “fairly and adequately protect 

the interests of the class.” Fed. R. Civ. P. 23(a)(4). The adequacy requirement is met where a 

movant demonstrates that “(1) his claims are not antagonistic or in conflict with those of the 

class; (2) he has sufficient interest in the outcome of the case to ensure vigorous advocacy; and 

(3) he is represented by competent, experienced counsel who[sic]be able to prosecute the 

litigation vigorously.” Johnson, 214 F.R.D. at 228-29. See also Takara Trust 229 F.R.D. at 580; 

15 U.S.C. § 78u-4(a)(3)(B)(iii)(II). 

Pedrow and Johnson’s interests are clearly aligned with the members of the Class 

because their claims are identical to the claims of the Class. There is no evidence of antagonism 

between Pedrow and Johnson’s interests and those of proposed Class members. Furthermore, 

Pedrow and Johnson have a significant, compelling interest in prosecuting this action to a 

successful conclusion based upon the very large financial loss they incurred as a result of the 

wrongful conduct alleged herein. This motivation, combined with their identical interest with 

the members of the Class, clearly shows that Pedrow and Johnson will adequately and vigorously 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 11 of 14 PageID #:644
010309-11 524541 V1

- 9 - 

pursue the interests of the Class. In addition, Pedrow and Johnson have selected counsel that is 

highly experienced in prosecuting securities class actions such as the case before the Court. 

In sum, because of Pedrow and Johnson’s common interests with the Class Members, 

their clear motivation and ability to vigorously pursue this action, and their competent counsel, 

the adequacy requirement of Rule 23(a) is met in this case. Therefore, since Pedrow and 

Johnson not only meets both the typicality and adequacy requirements of Rule 23(a), and have 

sustained the largest amount of losses at the hands of Defendants, Pedrow and Johnson are, in 

accordance with 15 U.S.C. § 77z-1(a)(3)(B)(iii)(I), presumptively the most adequate plaintiffs to 

lead this action 

C. The Court Should Approve the Selection of Lead Counsel 

The PSLRA vests authority in the Lead Plaintiff to select and retain counsel, subject to 

court approval. 15 U.S.C. § 78u-4(a)(3)(B)(v); Maiden v. Merge Techs., Inc., No. 06-C-349, 

2006 U.S. Dist. LEXIS 85635, at *14 (E.D. Wis. Nov. 21, 2006) (“This selection should not be 

disturbed unless necessary to ‘protect the interests of the [plaintiff] class.’”) (alteration in 

original; internal citation omitted). Consistent with Congressional intent, a court should not 

disturb the Lead Plaintiff’s choice of counsel, unless it is “necessary to protect the interests of the 

plaintiff class. 15 U.S.C. § 78u-4(a)(3)(B)(iii)(II)(aa). 

Pedrow and Johnson have selected Hagens Berman to serve as Lead Counsel. Hagens 

Berman is among the top firms in the nation representing plaintiffs in securities class action 

litigation, having been appointed sole or co-lead in numerous complex securities class actions 

around the country. See Kathrein Decl., Ex. 4. The firm has been highly successful in 

prosecuting securities fraud class actions and other complex class actions. Accordingly, the 

Court should approve Pedrow and Johnson’s selection of Hagens Berman as Lead Counsel for 

the Class.

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 12 of 14 PageID #:645
010309-11 524541 V1

- 10 - 

IV. CONCLUSION 

For all of the above reasons, Pedrow and Johnson respectfully request that the Court: 

(1) consolidate the related cases; (2) appoint them as Lead Plaintiffs; (3) approve their selection 

of Hagens Berman as Lead Counsel for the Class; and (4) grant such other relief as the Court 

may deem proper and just. 

Dated: June 4, 2012. Respectfully submitted, 

By: /s/ Reed R. Kathrein 

REED R. KATHREIN 

 

 Peter E. Borkon 

HAGENS BERMAN SOBOL SHAPIRO LLP

715 Hearst Ave., Suite 202 

Berkeley, CA 94710 

Telephone (510) 725-3000 

Facsimile (510) 725-3001 

reed@hbsslaw.com 

peterb@hbsslaw.com 

Elizabeth A. Fegan 

Daniel J. Kurowski 

HAGENS BERMAN SOBOL SHAPIRO LLP

1144 W. Lake Street, Suite 400 

Oak Park, IL 60301 

Telephone: (708) 628-4949 

Facsimile: (708) 628-4950 

beth@hbsslaw.com 

dank@hbsslaw.com 

Steve W. Berman 

HAGENS BERMAN SOBOL SHAPIRO LLP

1918 Eighth Avenue, Suite 3300 

Seattle, WA 98101 

Telephone: (206) 623-7292 

Facsimile: (206) 623-0594 

steve@hbsslaw.com 

Attorneys for Proposed Lead Plaintiffs John 

Pedrow and Stephens Johnson 

 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 13 of 14 PageID #:646
010309-11 524541 V1

- 11 - 

CERTIFICATE OF SERVICE 

I hereby certify that on June 4, 2012, I electronically filed the foregoing document using 

the CM/ECF system which will send notification of such filing to the e-mail addresses registered 

in the CM/ECF system, as denoted on the Electronic Mail Notice List, and I hereby certify that I 

have caused to be mailed a paper copy of the foregoing document via the United States Postal 

Service to the non-CM/ECF participants indicated on the Manual Notice List generated by the 

CM/ECF system. 

/s/ Reed R. Kathrein

REED R. KATHREIN 

Case: 1:12-cv-02450 Document #: 87 Filed: 06/04/12 Page 14 of 14 PageID #:647