UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

In Re: AUTOMOTIVE PARTS ANTITRUST 

LITIGATION 

______________________________________ 

Case No. 12-md-02311 

Honorable Marianne O. Battani 

In Re: AIR CONDITIONING SYSTEMS 

In Re: ALTERNATORS 

In Re: CERAMIC SUBSTRATES 

In Re: FUEL INJECTION SYSTEMS 

In Re: FUEL SENDERS 

In Re: HEATER CONTROL PANELS 

In Re: IGNITION COILS 

In Re: INSTRUMENT PANEL CLUSTERS 

In Re: OXYGEN SENSORS 

In Re: POWER WINDOW MOTORS 

In Re: RADIATORS 

In Re: SPARK PLUGS 

In Re: STARTERS 

In Re: VALVE TIMING 

CONTROL DEVICES 

In Re: WINDSHIELD WASHERS SYSTEMS 

In Re: WINDSHIELD WIPER SYSTEMS 

In Re: WIRE HARNESS PRODUCTS 

______________________________________ 

THIS DOCUMENT RELATES TO: 

ALL DIRECT PURCHASER ACTIONS 

______________________________________/ 

Case No. 2:13-cv-02701 

Case No. 2:13-cv-00701 

Case No. 2:15-cv-13634 

Case No. 2:15-cv-11828 

Case No. 2:16-cv-03801 

Case No. 2:17-cv-13785 

Case No. 2:13-cv-02201 

Case No. 2:15-cv-11827 

Case No. 2:15-cv-13423 

Case No. 2:12-cv-00301 

Case No. 2:12-cv-00401 

Case No. 2:13-cv-01401 

Case No. 2:15-cv-11830 

Case No. 2:12-cv-00201 

Case No. 2:12-cv-03101 

Case No. 2:13-cv-02301 

Case No. 2:15-cv-11829 

Case No. 2:13-cv-01001 

Case No. 2:17-cv-13147 

Case No. 2:15-cv-03001 

Case No. 2:13-cv-01101 

Case No. 2:13-cv-02501 

Case No. 2:17-cv-13158 

Case No. 2:13-cv-02801 

Case No. 2:13-cv-00901 

Case No. 2:12-cv-00101 

MOTION FOR PRELIMINARY APPROVAL OF PROPOSED 

SETTLEMENTS WITH THE DENSO DEFENDANTS 

AND FOR PROVISIONAL CERTIFICATION OF THE 

DIRECT PURCHASER SETTLEMENT CLASSES 

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.264 Filed 04/02/19 Page 1 of 43
 

 

Direct Purchaser Plaintiffs in the above-captioned cases (“Plaintiffs”) hereby move the 

Court, pursuant to Rule 23 of the Federal Rules of Civil Procedure, for preliminary approval of the 

proposed settlements with Defendants DENSO Corporation, DENSO International America, Inc., 

DENSO Korea Corporation (f/k/a separately as DENSO International Korea Corporation and 

DENSO Korea Automotive Corporation), DENSO Automotive Deutschland GmbH, DENSO 

Products and Services Americas, Inc., ASMO Co., Ltd., ASMO North America, LLC, ASMO 

Greenville of North Carolina, Inc. and ASMO Manufacturing, Inc. (collectively, “DENSO” or the 

“DENSO Defendants”) and for provisional certification of the Settlement Classes. In support of 

this motion, Plaintiffs rely on the accompanying memorandum of law, which is incorporated by 

reference herein. 

The parties do not request a hearing for this motion. DENSO consents to this motion and 

to the entry of the proposed order preliminarily approving the proposed settlements and 

provisionally certifying the Settlement Classes. 

DATED: April 2, 2019 Respectfully submitted, 

 /s/David H. Fink 

David H. Fink (P28235) 

Darryl Bressack (P67820) 

Nathan J. Fink (P75185) 

FINK BRESSACK 

38500 Woodward Ave; Suite 350 

Bloomfield Hills, MI 48304 

Telephone: (248) 971-2500 

Interim Liaison Counsel for the Direct 

Purchaser Plaintiffs 

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.265 Filed 04/02/19 Page 2 of 43
Steven A. Kanner 

William H. London 

Michael E. Moskovitz 

FREED KANNER LONDON 

 & MILLEN LLC 

2201 Waukegan Road, Suite 130 

Bannockburn, IL 60015 

Telephone: (224) 632-4500

Joseph C. Kohn 

William E. Hoese 

Douglas A. Abrahams 

KOHN, SWIFT & GRAF, P.C. 

1600 Market Street, Suite 2500 

Philadelphia, PA 19103 

Telephone: (215) 238-1700

Gregory P. Hansel 

Randall B. Weill 

Michael S. Smith 

PRETI, FLAHERTY, BELIVEAU 

 & PACHIOS LLP 

One City Center, P.O. Box 9546 

Portland, ME 04112-9546 

Telephone: (207) 791-3000 

Eugene A. Spector 

William G. Caldes 

Jeffrey L. Spector 

SPECTOR ROSEMAN & KODROFF, P.C. 

Two Commerce Square 

2001 Market Street, Suite 3420 

Philadelphia, PA 19103 

Telephone: (215) 496-0300 

Interim Co-Lead Counsel for the Direct Purchaser Plaintiffs

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.266 Filed 04/02/19 Page 3 of 43
 

 

UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

In Re: AUTOMOTIVE PARTS ANTITRUST 

LITIGATION 

______________________________________ 

Case No. 12-md-02311 

Honorable Marianne O. Battani 

In Re: AIR CONDITIONING SYSTEMS 

In Re: ALTERNATORS 

In Re: CERAMIC SUBSTRATES 

In Re: FUEL INJECTION SYSTEMS 

In Re: FUEL SENDERS 

In Re: HEATER CONTROL PANELS 

In Re: IGNITION COILS 

In Re: INSTRUMENT PANEL CLUSTERS 

In Re: OXYGEN SENSORS 

In Re: POWER WINDOW MOTORS 

In Re: RADIATORS 

In Re: SPARK PLUGS 

In Re: STARTERS 

In Re: VALVE TIMING 

CONTROL DEVICES 

In Re: WINDSHIELD WASHERS SYSTEMS 

In Re: WINDSHIELD WIPER SYSTEMS 

In Re: WIRE HARNESS PRODUCTS 

______________________________________ 

THIS DOCUMENT RELATES TO: 

ALL DIRECT PURCHASER ACTIONS 

______________________________________/ 

Case No. 2:13-cv-02701 

Case No. 2:13-cv-00701 

Case No. 2:15-cv-13634 

Case No. 2:15-cv-11828 

Case No. 2:16-cv-03801 

Case No. 2:17-cv-13785 

Case No. 2:13-cv-02201 

Case No. 2:15-cv-11827 

Case No. 2:15-cv-13423 

Case No. 2:12-cv-00301 

Case No. 2:12-cv-00401 

Case No. 2:13-cv-01401 

Case No. 2:15-cv-11830 

Case No. 2:12-cv-00201 

Case No. 2:12-cv-03101 

Case No. 2:13-cv-02301 

Case No. 2:15-cv-11829 

Case No. 2:13-cv-01001 

Case No. 2:17-cv-13147 

Case No. 2:15-cv-03001 

Case No. 2:13-cv-01101 

Case No. 2:13-cv-02501 

Case No. 2:17-cv-13158 

Case No. 2:13-cv-02801 

Case No. 2:13-cv-00901 

Case No. 2:12-cv-00101 

MEMORANDUM IN SUPPORT OF MOTION FOR PRELIMINARY 

APPROVAL OF PROPOSED SETTLEMENTS WITH THE DENSO 

DEFENDANTS AND FOR PROVISIONAL CERTIFICATION OF 

THE DIRECT PURCHASER SETTLEMENT CLASSES 

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.267 Filed 04/02/19 Page 4 of 43
 

i

TABLE OF CONTENTS 

TABLE OF AUTHORITIES ......................................................................................................... iii

STATEMENT OF ISSUES PRESENTED .................................................................................... vi

STATEMENT OF CONTROLLING OR MOST APPROPRIATE AUTHORITIES ................. vii

I. INTRODUCTION .............................................................................................................. 1

II. BACKGROUND ................................................................................................................ 1

III. TERMS OF THE SETTLEMENT AGREEMENT ............................................................ 2

A. The Proposed Settlement Classes ........................................................................... 3

B. The Settlement Amount .......................................................................................... 8

C. Release .................................................................................................................... 8

D. Cooperation ............................................................................................................. 9

IV. PRELIMINARY APPROVAL OF THE PROPOSED GLOBAL SETTLEMENT IS 

WARRANTED ................................................................................................................... 9

A. The Governing Standards. ...................................................................................... 9

B. The Proposed Global Settlement Provides Valuable Benefits to the Settlement 

Classes................................................................................................................... 11

C. Consideration of the Final Approval Factors Supports Preliminary Approval of 

the Proposed Global Settlement. ........................................................................... 12

1. The Class Representatives and Class Counsel Have Adequately 

Represented the Classes, and the Global Settlement was Reached at Arm’s 

Length. ...................................................................................................... 14

2. The Relief Provided to the Settlement Classes is Adequate. .................... 16

a. The Costs, Risks, and Delay of Trial and Appeal. .............................. 17

b.    The Effectiveness of Any Proposed Method of Distributing Relief to 

the Classes, Including the Method of Processing Class Member Claims, if 

Required. ................................................................................................... 20

c.    The Terms of Any Proposed Award of Attorney’s Fees, Including 

Timing of Payment. .................................................................................. 21

d.    Separate Agreements Relating to the Proposed Global 

Settlement. ................................................................................................ 21

3. The Global Settlement Treats Class Members Equitably Relative to Each 

Other. ........................................................................................................ 21

4. The Settlement is Consistent with the Public Interest. ............................. 22

V. PROVISIONAL CERTIFICATION OF THE PROPOSED DIRECT PURCHASER 

SETTLEMENT CLASSES IS WARRANTED................................................................ 22

A. The Proposed Settlement Classes Satisfy Rule 23(a). .......................................... 23

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.268 Filed 04/02/19 Page 5 of 43
 

ii

1. The Proposed Settlement Classes are Sufficiently Numerous. ................. 24

2. There are Common Questions of Law and Fact. ...................................... 24

3. Plaintiffs’ Claims are Typical of Those of the Proposed Settlement 

Classes....................................................................................................... 25

4. Plaintiffs Will Fairly and Adequately Protect the Interests of the 

Settlement Classes. ................................................................................... 26

B. Plaintiffs’ Claims Satisfy the Prerequisites of Rule 23(b)(3) for Settlement 

Purposes. ............................................................................................................... 27

1. Common Legal and Factual Questions Predominate. ............................... 27

2. A Class Action is Superior to Other Methods of Adjudication. ............... 28

C. Plaintiffs Are Not Seeking Authorization To Send Notice At This Time. ........... 29

VI. CONCLUSION ................................................................................................................. 31

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.269 Filed 04/02/19 Page 6 of 43
 

iii

TABLE OF AUTHORITIES 

Page(s)

Cases 

Amchem Prods., Inc. v. Windsor,

521 U.S. 591 (1997) ....................................................................................................... 22, 27, 29 

Barry v. Corrigan,

79 F. Supp. 3d 712 (E.D. Mich. 2015) ................................................................................. 24, 26 

Beale v. EdgeMark Financial Corp.,

1995 WL 631840 (N.D. Ill. Oct. 23, 1995) ................................................................................ 30 

Beattie v. CenturyTel, Inc.,

511 F.3d 554 (6th Cir. 2007) ...................................................................................................... 27 

Berry v. Sch. Dist. of City of Benton Harbor,

184 F.R.D. 93 (W.D. Mich. 1998) ............................................................................................. 16 

Carson v. Am. Brands, Inc.,

450 U.S. 79 (1981) ..................................................................................................................... 16 

Date v. Sony Electronics, Inc.,

2013 WL 3945981 (E.D. Mich. Jul. 31, 2013)............................................................... 19, 23, 25 

Delphi Corp. Sec., Deriv. & “ERISA” Litig.,

248 F.R.D. 483 (E.D. Mich. 2008) ....................................................................................... 11, 19 

Dick v. Sprint Commc’ns,

297 F.R.D. 283 (W.D. Ky. 2014) ............................................................................................... 15 

Exclusively Cats Veterinary Hosp. v. Anesthetic Vaporizer Servs., Inc.,

2010 WL 5439737 (E.D. Mich. Dec. 27, 2010) ......................................................................... 24 

Ford v. Fed.-Mogul Corp.,

2015 WL 110340 (E.D. Mich. Jan. 7, 2015) ........................................................................ 17, 19 

Gautreaux v. Pierce,

690 F.2d 616 (7th Cir. 1982) ...................................................................................................... 10 

Granada Invs. Inc. v. DWG Corp.,

962 F. 2d 1203 (6th Cir. 1992) ................................................................................................... 22 

Griffin v. Flagstar Bancorp, Inc.,

2013 WL 6511860 (E.D. Mich. Dec. 12, 2013) .................................................................. Passim 

Hadix v. Johnson,

322 F.3d 895 (6th Cir. 2003) ...................................................................................................... 22 

Harris v. Reeves,

761 F. Supp. 382 (E.D. Pa. 1991) .............................................................................................. 30 

Hillson v. Kelly Servs. Inc.,

2017 WL 279814 (E.D. Mich. 2017) ......................................................................................... 22 

Hoving v. Lawyers Title Ins. Co.,

256 F.R.D. 555 (E.D. Mich. 2009) ............................................................................................. 27 

In re Am. Med. Sys., Inc.,

75 F.3d 1069 (6th Cir. 1996) ...................................................................................................... 24 

In re Auto. Refinishing Paint Antitrust Litig.,

617 F.Supp.2d. 336 (E.D. Pa. 2007) .................................................................................... 15, 17

In re Automotive Parts Antitrust Litig., No. 12-md-02311,

2016 WL 9280050 (E.D. Mich. Nov. 28, 2016) ........................................................................ 13

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.270 Filed 04/02/19 Page 7 of 43
 

iv

In re Automotive Parts Antitrust Litig. (Wire Harness Products Cases,

2017 WL 469734 (E.D. Mich. Jan. 4, 2017) .............................................................................. 10 

In re Cardizem CD Antitrust Litig.,

218 F.R.D. 508 (E.D. Mich. 2003) ...................................................................................... Passim

In re Cardizem CD Antitrust Litig,

200 F.R.D. 297 (E.D. Mich. 2007) ............................................................................................. 29 

In re Countrywide Fin. Corp. Customer Data Sec. Breach Litig.,

2010 WL 3341200 (W.D. Ky. Aug. 23, 2010)........................................................................... 15 

In re Flat Glass Antitrust Litig.,

191 F.R.D 472 (W.D. Pa. 1999) ........................................................................................... 24, 25 

In re Flonase Antitrust Litig.,

284 F.R.D. 207 (E.D. Pa. 2012) ................................................................................................. 29 

In re Global Crossing Sec. & ERISA Litig.,

225 F.R.D. 436 (S.D.N.Y.2004)................................................................................................. 15 

In re Ikon Office Solutions, Inc., Sec. Litig.,

194 F.R.D. 166 (E.D. Pa. 2000) ................................................................................................. 20 

In re Linerboard Antitrust Litig.,

292 F. Supp. 2d 631 (E.D. Pa. 2003) ............................................................................. 11, 12, 18 

In re NASDAQ Market-Makers Antitrust Litig.,

169 F.R.D. 493 (S.D.N.Y 1996)................................................................................................. 29 

In re Packaged Ice Antitrust Litig.,

2011 WL 717519 (E.D. Mich. Feb 22, 2011) ..................................................................... Passim 

In re Packaged Ice Antitrust Litig.,

2010 WL 3070161 (E.D. Mich. Aug. 2, 2010) ................................................................ 9, 10, 15 

In re Packaged Ice Antitrust Litig.,

2011 WL 6209188 (E.D. Mich. Dec. 13, 2011) ......................................................................... 15 

In re Polyurethane Foam Antitrust Litig.,

2015 WL 1639269 (N.D. Ohio Feb. 26, 2015), appeal dismissed ....................................... 13, 14 

In re Pressure Sensitive Labelstock Antitrust Litig.,

584 F. Supp. 2d 697 (M.D. Pa. 2008) ........................................................................................ 12 

In re Scrap Metal Antitrust Litig.,

527 F.3d 517 (6th Cir. 2008) ................................................................................................ 27, 28 

In re Southeastern Milk Antitrust Litig., 2:07- CV-208,

2013 WL 2155379 (E.D. Tenn. May17, 2013) .......................................................................... 15 

In re Southeastern Milk Antitrust Litig.,

2010 WL 3521747 (E.D. Tenn. Sept. 7, 2010) .......................................................................... 27 

In re Telectronics Pacing Sys. Inc.,

137 F. Supp. 2d 985 (S.D. Ohio 2001) ................................................................................ Passim 

In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig.,

722 F.3d 838 (6th Cir. 2013) .......................................................................................... 23, 24, 25 

Int’l Union, United Auto., Aerospace & Agric. Implement Workers of Am. v. Ford Motor Co.,

2006 WL 1984363 (E.D. Mich. July 13, 2006)................................................................... Passim 

IUE-CWA v. General Motors Corp.,

238 F.R.D. 583 (E.D. Mich. 2006) ............................................................................................. 17 

Lessard v. City of Allen Park,

372 F. Supp. 2d 1007 (E.D. Mich. 2005) ................................................................................... 17 

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.271 Filed 04/02/19 Page 8 of 43
 

v

Marsden v. Select Medical Corp.,

246 F.R.D. 480 (E.D. Pa. 2007) ................................................................................................. 24 

Olden v. Gardner,

294 Fed. Appx. 210 (6th Cir. 2008) ........................................................................................... 17 

Paper Systems Inc. v. Mitsubishi Corp.,

193 F.R.D. 601 (E.D. Wisc. 2000) ............................................................................................. 29 

Senter v. Gen. Motors Corp.,

532 F.2d 511 (6th Cir. 1976) ...................................................................................................... 26 

Sheick v. Auto. Component Carrier LLC,

2010 WL 4136958 (E.D. Mich. Oct. 18, 2010) ............................................................. 17, 18, 19 

Sheick v. Automotive Component Carrier LLC,

2010 WL 3070130 (E.D. Mich. Aug. 02, 2010) .................................................................. 15, 26 

Sims v. Pfizer, Inc.,

2016 WL 772545 (E.D. Mich. Feb. 24, 2016) ........................................................................... 17 

Smith v. MCI Telecoms Corp.,

1993 WL 142006 (D. Kan. April 28, 1993) ............................................................................... 20 

Sprague v. General Motors Corp.,

133 F.3d 388 (6th Cir. 1998) .......................................................................................... 23, 24, 25 

Thacker v. Chesapeake Appalachia, LLC,

259 F.R.D. 262 (E.D. Ky. 2009) ................................................................................................ 23 

UAW v. Gen. Motors Corp.,

497 F.3d 615 (6th Cir. 2007) ................................................................................................ 13, 26 

Van Horn v. Trickey,

840 F.2d 604 (8th Cir. 1988) ...................................................................................................... 16 

Williams v. Vukovich,

720 F.2d 909 (6th Cir. 1983) .......................................................................................... 17, 18, 19 

Rules 

Fed. R. Civ. P. 23 .............................................................................................................. 13, 14, 30

Fed. R. Civ. P. 23(a) ............................................................................................................... 23, 27

Fed. R. Civ. P. 23(a)(1) ................................................................................................................. 24 

Fed. R. Civ. P. 23(a)(2) ........................................................................................................... 24, 25

Fed. R. Civ. P. 23(a)(3) ........................................................................................................... 25, 26

Fed. R. Civ. P. 23(a)(4) ........................................................................................................... 26, 27

Fed. R. Civ. P. 23(b) ............................................................................................................... 23, 27 

Fed. R. Civ. P. 23(b)(3)..................................................................................................... 23, 27, 28

Fed. R. Civ. P. 23(c)(2)(B) ........................................................................................................... 30

Fed. R. Civ. P. 23(e)(1)(A) ..................................................................................................... 10, 29

Fed. R. Civ. P. 23(e)(1)(B) ..................................................................................................... 10, 22

Fed. R. Civ. P. 23(e) .............................................................................................................. Passim

Fed. R. Civ. P. 23(e)(2) .......................................................................................................... Passim

Fed. R. Civ. P. 23(e)(3) ................................................................................................................. 13

Fed. R. Civ. P. 23(g) ..................................................................................................................... 26

 

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.272 Filed 04/02/19 Page 9 of 43
 

vi

STATEMENT OF ISSUES PRESENTED 

1. Whether the proposed settlements between Direct Purchaser Plaintiffs (“Plaintiffs”) and 

Defendants DENSO Corporation, DENSO International America, Inc., DENSO Korea 

Corporation (f/k/a separately as DENSO International Korea Corporation and DENSO 

Korea Automotive Corporation), DENSO Automotive Deutschland GmbH, DENSO 

Products and Services Americas, Inc., ASMO Co., Ltd., ASMO North America, LLC, 

ASMO Greenville of North Carolina, Inc. and ASMO Manufacturing, Inc. (collectively, 

“DENSO” or the “DENSO Defendants”), as set forth in the Settlement Agreements 

between the Direct Purchaser Plaintiffs and the DENSO Defendants, are sufficiently fair, 

reasonable and adequate to warrant preliminary approval;

2. Whether the Court should provisionally certify the Settlement Classes under Rule 23(a) 

and (b)(3) of the Federal Rules of Civil Procedure for purposes of the settlements only; and

3. Whether the Court should appoint Plaintiffs as the representatives for the Settlement 

Classes, and the law firms of Freed Kanner London & Millen LLC; Kohn, Swift & Graf, 

P.C.; Preti, Flaherty, Beliveau & Pachios LLP; and Spector Roseman & Kodroff, P.C. as 

Co-Lead Class Counsel for the Settlement Classes (“Co-Lead Settlement Class Counsel”). 

 

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.273 Filed 04/02/19 Page 10 of 43
 

vii

STATEMENT OF CONTROLLING OR MOST APPROPRIATE AUTHORITIES 

Amchem Prods., Inc. v. Windsor, 

 521 U.S. 591 (1997)

In re Automotive Parts Antitrust Litig., 12-MD-02311, 2:12-cv-00103, Doc. No. 497 (E.D. Mich. 

June 20, 2016) 

Date v. Sony Electronics, Inc., 

 No. 07-15474, 2013 WL 3945981 (E.D. Mich. Jul. 31, 2013) 

Griffin v. Flagstar Bancorp, Inc., 

 No. 2:10-cv-10610, 2013 WL 6511860 (E.D. Mich. Dec. 12, 2013) 

In re Cardizem CD Antitrust Litig., 

218 F.R.D. 508 (E.D. Mich. 2003) 

In re Delphi Corp. Sec., Deriv. & “ERISA” Litig., 

248 F.R.D. 483 (E.D. Mich. 2008) 

In re Packaged Ice Antitrust Litig., 

 No. 08-MD-01952, 2010 WL 3070161 (E.D. Mich. Aug. 2, 2010)

In re: Packaged Ice Antitrust Litig., 

 No. 08-MD-01952, 2011 WL 717519 (E.D. Mich. Feb. 22, 2011) 

In re Scrap Metal Antitrust Litig., 

 527 F.3d 517 (6th Cir. 2008) 

In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., 

 722 F.3d 838 (6th Cir. 2013) 

Int’l Union, United Auto., Aerospace & Agric. Implement Workers of Am. v. Ford Motor Co., 

 No. 05-74730, 2006 WL 1984363 (E.D. Mich. July 13, 2006) 

Sheick v. Auto. Component Carrier LLC, 

 No. 2:09-14429, 2010 WL 4136958 (E.D. Mich. Oct. 18, 2010) 

Sprague v. General Motors Corp., 

 133 F.3d 388 (6th Cir. 1998) 

In re Telectronics Pacing Sys. Inc., 

137 F. Supp. 2d 985 (S.D. Ohio 2001) 

UAW v. General Motors Corp., 

 497 F.3d 615 (6th Cir. 2007) 

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.274 Filed 04/02/19 Page 11 of 43
 

 1 

I. INTRODUCTION 

Plaintiffs, on behalf of Settlement Classes composed of direct purchasers of various motor 

vehicle parts in the seventeen above-captioned cases (“Collective Actions”), have reached a 

settlement with the DENSO Defendants that resolves the Collective Actions (“Global 

Settlement”).1

 Under the terms of the proposed Global Settlement, DENSO will pay $2,100,000 

(“Total Settlement Amount”) and provide substantial cooperation to assist Plaintiffs in the 

prosecution of the claims against the remaining non-settling Defendants in the Collective Actions. 

The $2,100,000 Total Settlement Amount reflects the fact that DENSO is the ACPERA beneficiary 

in many of the Collective Actions. 2 

Plaintiffs respectfully move this Court for an order preliminarily approving the proposed 

Global Settlement with DENSO, and provisionally certifying the Settlement Classes for each of 

the seventeen Collective Actions. Plaintiffs will seek authorization to disseminate notice to 

members of the Settlement Classes pursuant to a plan to be submitted to the Court in separate 

motions later. Plaintiffs will seek final approval separately for each of the seventeen Collective 

Actions at dates in the future. 

II. BACKGROUND 

Beginning in 2011, class action lawsuits were filed on behalf of direct purchasers of various 

motor vehicle parts manufactured and sold by the DENSO Defendants in the Collective Actions 

(Air Conditioning Systems, Alternators, Ceramic Substrates, Fuel Injection Systems, Fuel Senders, 

 1

 Exhibit 1 lists the seventeen Collective Actions, the named Plaintiffs representing the 

proposed Settlement Classes in each Collective Action, and the identity of the Defendants for each 

of the proposed Settlement Classes. 

2 See Antitrust Criminal Penalty Enhancement and Reform Act of 2004 (ACPERA), Pub. 

L. No. 108-237, § 213(a)–(b), 118 Stat. 661, 666–69 (June 22, 2004), as amended by Pub. L. No. 

111-190, 124 Stat. 1275 (June 9, 2010) (leniency applicant’s liability limited to single damages on 

its own sales). 

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.275 Filed 04/02/19 Page 12 of 43
 

 2 

Heater Control Panels, Ignition Coils, Instrument Panel Clusters, Oxygen Sensors, Power 

Window Motors, Radiators, Spark Plugs, Starters, Valve Timing Control Devices, Windshield 

Washers Systems, Windshield Wiper Systems and Wire Harness Products). 

The central allegation in all of the Collective Actions is identical: in violation of Federal 

antitrust laws, Defendants conspired to raise, fix, maintain, and stabilize prices of, rig bids for, and 

allocate the supply of certain motor vehicle parts sold in the United States. Plaintiffs further allege 

that as a result of the conspiracies, they and other direct purchasers of the motor vehicle parts at 

issue were injured by paying more for those products than they would have paid in the absence of 

the alleged illegal conduct. Plaintiffs seek recovery of treble damages, together with 

reimbursement of costs and an award of attorney’s fees. DENSO denies these allegations and does 

not admit liability for the alleged violations of federal law in agreeing to the Global Settlement. 

The cases that make up the Collective Actions were filed at different times and are at 

different procedural stages. In all cases, however, Plaintiffs’ Counsel have obtained sufficient 

information to weigh the strengths and weaknesses of the constituent cases in order to make an 

informed judgment that the Total Settlement Amount and the proposed allocation is fair, 

reasonable, and adequate to the members of each class in the Collective Actions. 

Subject to Court approval, the Global Settlement with DENSO will fully resolve the 

following direct purchaser cases: Wire Harness Products, Heater Control Panels, Instrument 

Panel Clusters, Fuel Senders, Windshield Washers Systems and Windshield Wiper Systems. 

III. TERMS OF THE SETTLEMENT AGREEMENT 

After lengthy arm’s-length and good-faith negotiations between experienced and 

sophisticated counsel, and with the assistance of one of the Court-appointed mediators, Plaintiffs 

reached the Global Settlement with DENSO on February 4, 2019. As part of the settlement 

negotiations, the parties communicated extensively, and Plaintiffs’ Counsel analyzed information 

Case 2:15-cv-11828-SFC-RSW ECF No. 29, PageID.276 Filed 04/02/19 Page 13 of 43
 

 3 

provided to them by the DENSO Defendants and by other Defendants, relevant industry data, and 

other pertinent information. In addition, the merits of the parties’ positions were discussed and 

evaluated. 

The Global Settlement with DENSO is the result of these good-faith negotiations, based 

on factual investigation and legal analysis by experienced counsel, the recommendation of the 

Court-appointed mediator, and counsel’s full understanding of the strengths and weaknesses of 

their claims and defenses and their clients’ respective positions, including the fact that DENSO is 

the ACPERA beneficiary with respect to the Department of Justice’s investigation concerning 

many of the Collective Actions. Plaintiffs believe that the proposed Global Settlement and 

allocation of the Total Settlement Amount is fair, reasonable and adequate for the proposed 

Settlement Classes. 

The material terms of the proposed settlement are summarized below. 

A. The Proposed Settlement Classes 

Plaintiffs and DENSO seek certification of the Settlement Classes in all the Collective 

Actions, as follows: 

Air Conditioning Systems

All individuals and entities who purchased Air Conditioning Systems in the United 

States directly from one or more Defendant(s) (or their subsidiaries, affiliates, or 

joint ventures) from January 1, 2001 through February 14, 2017. Excluded from 

the Settlement Class are Defendants, their present and former parent companies, 

subsidiaries, and affiliates, federal governmental entities and instrumentalities of 

the federal government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 2 at ¶ 17. 

Alternators

All individuals and entities who purchased Alternators in the United States directly 

from one or more Defendant(s) (or their subsidiaries, affiliates, or joint ventures) 

from January 1, 2000 through March 12, 2018. Excluded from the Settlement Class 

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are Defendants, their present and former parent companies, subsidiaries, and 

affiliates, federal governmental entities and instrumentalities of the federal 

government, and states and their subdivisions, agencies and instrumentalities. 

Exhibit 3 at ¶ 17. 

Ceramic Substrates

All individuals and entities who purchased Ceramic Substrates in the United States 

directly from one or more Defendant(s) (or their subsidiaries, affiliates, or joint 

ventures) from July 1, 1999 through October 29, 2018. Excluded from the 

Settlement Class are Defendants, their present and former parent companies, 

subsidiaries, and affiliates, federal governmental entities and instrumentalities of 

the federal government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 4 at ¶ 17. 

Fuel Injection Systems 

All individuals and entities who purchased Fuel Injection Systems in the United 

States directly from one or more Defendant(s) (or their subsidiaries, affiliates, or 

joint-ventures) from January 1, 2000 through March 12, 2018. Excluded from the 

Settlement Class are Defendants, their present and former parent companies, 

subsidiaries and affiliates, federal governmental entities and instrumentalities of the 

federal government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 5 at ¶ 17. 

Fuel Senders

All individuals and entities who purchased Fuel Senders in the United States 

directly from one or more Defendant(s) (or their subsidiaries, affiliates, or joint 

ventures) from January 1, 2001 through December 27, 2016. Excluded from the 

Settlement Class are Defendants, their present and former parent companies, 

subsidiaries, and affiliates, federal governmental entities and instrumentalities of 

the federal government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 6 at ¶ 17. 

Heater Control Panels

All individuals and entities who purchased Heater Control Panels in the United 

States directly from one or more Defendant(s) (or their subsidiaries, affiliates, or 

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joint ventures) from January 1, 2000 through March 23, 2017. Excluded from the 

Settlement Class are Defendants, their present and former parent companies, 

subsidiaries, and affiliates, federal governmental entities and instrumentalities of 

the federal government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 7 at ¶ 17. 

Ignition Coils

All individuals and entities who purchased Ignition Coils in the United States 

directly from one or more Defendant(s) (or their subsidiaries, affiliates, or joint 

ventures) from January 1, 2000 through March 12, 2018. Excluded from the 

Settlement Class are Defendants, their present and former parent companies, 

subsidiaries, and affiliates, federal governmental entities and instrumentalities of 

the federal government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 8 at ¶ 17. 

Instrument Panel Clusters

All individuals and entities who purchased Instrument Panel Clusters in the United 

States directly from one or more Defendant(s) (or their subsidiaries, affiliates, or 

joint ventures) from January 1, 1998 through December 27, 2016. Excluded from 

the Settlement Class are Defendants, their present and former parent companies, 

subsidiaries, and affiliates, federal governmental entities and instrumentalities of 

the federal government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 9 at ¶ 17. 

Oxygen Sensors

All individuals and entities who purchased Oxygen Sensors in the United States 

directly from one or more Defendant(s) (or their subsidiaries, affiliates, or joint 

ventures) from January 1, 2000 through February 4, 2019. Excluded from the 

Settlement Class are Defendants, their present and former parent companies, 

subsidiaries, and affiliates, federal governmental entities and instrumentalities of 

the federal government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 10 at ¶ 17. 

 

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Power Window Motors

All individuals and entities who purchased Power Window Motors in the United 

States directly from one or more Defendant(s) (or their subsidiaries, affiliates, or 

joint ventures) from January 1, 2000 through July 19, 2018. Excluded from the 

Settlement Class are Defendants, their present and former parent companies, 

subsidiaries, and affiliates, federal governmental entities and instrumentalities of 

the federal government, and states and their subdivisions, agencies and 

instrumentalities. 

Exhibit 11 at ¶ 17. 

Radiators

All individuals and entities who purchased Radiators in the United States directly 

from one or more Defendant(s) (or their subsidiaries, affiliates, or joint ventures) 

from January 1, 1998 through August 14, 2018. Excluded from the Settlement Class 

are Defendants, their present and former parent companies, subsidiaries, and 

affiliates, federal governmental entities and instrumentalities of the federal 

government, and states and their subdivisions, agencies and instrumentalities. 

Exhibit 12 at ¶ 17. 

Spark Plugs

All individuals and entities who purchased Spark Plugs in the United States directly 

from one or more Defendant(s) (or their subsidiaries, affiliates, or joint ventures) 

from January 1, 2000 through February 4, 2019. Excluded from the Settlement 

Class are Defendants, their present and former parent companies, subsidiaries, and 

affiliates, federal governmental entities and instrumentalities of the federal 

government, and states and their subdivisions, agencies and instrumentalities. 

Exhibit 13 at ¶ 17. 

Starters

All individuals and entities who purchased Starters in the United States directly 

from one or more Defendant(s) (or their subsidiaries, affiliates, or joint ventures) 

from January 1, 2000 through March 12, 2018. Excluded from the Settlement Class 

are Defendants, their present and former parent companies, subsidiaries, and 

affiliates, federal governmental entities and instrumentalities of the federal 

government, and states and their subdivisions, agencies and instrumentalities. 

Exhibit 14 at ¶ 17. 

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Valve Timing Control Devices

All individuals and entities who purchased Valve Timing Control Devices in the 

United States directly from one or more Defendant(s) (or their subsidiaries, 

affiliates, or joint ventures) from January 1, 2000 through March 12, 2018. 

Excluded from the Settlement Class are Defendants, their present and former parent 

companies, subsidiaries, and affiliates, federal governmental entities and 

instrumentalities of the federal government, and states and their subdivisions, 

agencies and instrumentalities. 

Exhibit 15 at ¶ 17. 

Windshield Washers Systems

All individuals and entities who purchased Windshield Washers Systems in the 

United States directly from one or more Defendant(s) (or their subsidiaries, 

affiliates, or joint ventures) from January 1, 2000 through August 14, 2018. 

Excluded from the Settlement Class are Defendants, their present and former 

parent companies, subsidiaries, and affiliates, federal governmental entities and 

instrumentalities of the federal government, and states and their subdivisions, 

agencies and instrumentalities. 

Exhibit 16 at ¶ 17. 

Windshield Wiper Systems

All individuals and entities who purchased Windshield Wiper Systems in the 

United States directly from one or more Defendant(s) (or their subsidiaries, 

affiliates, or joint ventures) from January 1, 2000 through August 14, 2018. 

Excluded from the Settlement Class are Defendants, their present and former parent 

companies, subsidiaries, and affiliates, federal governmental entities and 

instrumentalities of the federal government, and states and their subdivisions, 

agencies and instrumentalities. 

Exhibit 17 at ¶ 17. 

Wire Harness Products

All individuals and entities who purchased Wire Harness Products in the United 

States directly from one or more Defendant(s) (or their subsidiaries, affiliates, or 

joint ventures) from January 1, 2000 through December 13, 2016. Excluded from 

the Settlement Class are Defendants, their present and former parent companies, 

subsidiaries, and affiliates, federal governmental entities and instrumentalities of 

the federal government, and states and their subdivisions, agencies and 

instrumentalities. 

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Exhibit 18 at ¶ 17. 

B. The Settlement Amount 

The Total Settlement Amount is $2,100,000. DENSO will pay the settlement funds into an 

interest-bearing escrow account, and the funds shall thereafter be transferred to separate escrow 

accounts established for each of the Collective Actions. See, e.g. Exhibit 2 at ¶ 32.3 The Total 

Settlement Amount will be allocated as follows: $326,216.74 to the Heater Control Panels case, 

$273,783.26 to the Wire Harness Products case, and $100,000 to each of the fifteen other 

Collective Actions. 

C. Release 

The settlement agreements in the Collective Actions uniformly provide, inter alia, for the 

release by Plaintiffs and the other members of the Settlement Classes of certain claims against the 

DENSO Defendants and other “Releasees” (as defined in the Settlement Agreements) concerning 

price fixing, bid-rigging, or market, customer or supply allocation of the subject products that were 

purchased in the United States directly from a Defendant (or their subsidiaries, affiliates, or joint 

ventures) during the relevant class periods. 

The release specifically excludes certain claims against the DENSO Defendants, including 

claims based on indirect purchases of the subject auto parts; claims based on negligence, personal 

injury, or product defects; and claims relating to purchases of the subject parts outside the United 

States. See, e.g., Exhibit 2 at ¶ 22. 

 3

 All of the settlement agreements in the Collective Actions provide that DENSO’s sales 

to members of the proposed Settlement Classes remain in the case as a potential basis for jointand-several liability and damages against remaining non-settling Defendants and co-conspirators. 

See, e.g., Exhibit 2 at ¶ 49. 

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D. Cooperation 

While the proposed Global Settlement with the DENSO Defendants will fully resolve the 

Fuel Senders, Heater Control Panels, Instrument Panel Clusters, and Wire Harness Products

Collective Actions if approved, it is only a partial settlement of the claims in the Air Conditioning 

Systems, Alternators, Ceramic Substrates, Fuel Injection Systems, Ignition Coils, Oxygen Sensors, 

Power Window Motors, Radiators, Spark Plugs, Starters, Valve Timing Control Devices, 

Windshield Washer Systems, and Windshield Wiper Systems Collective Actions in which nonsettling Defendants remain. Plaintiffs will continue to prosecute those cases against the remaining 

Defendants. DENSO has agreed to assist Plaintiffs in the prosecution of the lawsuit against the 

remaining Defendants by providing the following types of cooperation: (a) the production of 

documents, data and other information potentially relevant to Plaintiffs’ claims; (b) assistance in 

understanding information produced to Plaintiffs and facilitating the use of such information at 

trial; (c) meetings between Settlement Class Counsel and the DENSO Defendants’ attorneys, who 

will provide information relevant to the claims in ongoing cases; (d) witness interviews; (e) 

depositions; and (f) trial testimony. See, e.g., Exhibit 2 at Appendix A. 

IV. PRELIMINARY APPROVAL OF THE PROPOSED GLOBAL SETTLEMENT IS 

 WARRANTED 

A. The Governing Standards. 

Approval of a class action settlement involves a three-step process: “(1) the court must 

preliminarily approve the proposed settlement, (2) members of the class must be given notice of 

the proposed settlement, and (3) after holding a hearing, the court must give its final approval of 

the settlement.” In re Automotive Parts Antitrust Litig., 12-MD-02311, 2:12-cv-00103, Doc. No. 

497, at 8 (E.D. Mich. June 20, 2016) (quoting In re Telectronics Pacing Sys. Inc., 137 F. Supp. 2d 

985, 1026 (S.D. Ohio 2001)). See also In re Packaged Ice Antitrust Litig., No. 08-MD-01952, 

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2010 WL 3070161, at *4 (E.D. Mich. Aug. 2, 2010); Manual For Complex Litig. (Fourth) § 21.63 

(2004). 

Recent amendments to Rule 23 (effective December 1, 2018) have codified the preliminary 

approval process. First, “[t]he parties must provide the court with information sufficient to enable 

it to determine whether to give notice of the proposal to the class.” Fed. R. Civ. P. 23(e)(1)(A). 

Notice “is justified by the parties’ showing that the court will likely be able to: (1) approve the 

proposal under Rule 23(e)(2); and (ii) certify the class for purposes of judgment on the proposal.” 

Fed. R. Civ. P. 23(e)(1)(B). The amended Rule 23(e) preliminary approval procedure is 

substantively the same as that previously approved in the Sixth Circuit and applied by this Court 

in prior Auto Parts Litigation settlements, namely a preliminary two-part determination that (1) 

the settlement is approvable, and (2) the settlement class can be certified. See, e.g., In re 

Automotive Parts Antitrust Litig. (Wire Harness Products Cases), 2017 WL 469734, at *1 (E.D. 

Mich. Jan. 4, 2017) (granting preliminary approval upon preliminary determinations that the 

settlement was approvable and a settlement class could be certified); Packaged Ice, 2010 WL 

3070161 at *4 (determining “whether the proposed settlement has the ‘potential’ for final approval 

and ... whether there is reason enough to notify class members and to proceed with a fairness 

hearing”) (quoting Gautreaux v. Pierce, 690 F.2d 616, 621 n.3 (7th Cir. 1982)). 

The court “bases its preliminary approval of a proposed settlement upon its familiarity with 

the issues and evidence of the case as well as the arms-length nature of the negotiations prior to 

the settlement.” Telectronics, 137 F. Supp. 2d at 1026. “If the proposed settlement appears to be 

the product of serious, informed, non-collusive negotiations, has no obvious deficiencies, does not 

improperly grant preferential treatment to class representatives or segments of the class, and falls 

with[in] the range of possible approval, then the Court should direct that notice be given to the 

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class members of a formal fairness hearing, at which evidence may be presented in support of and 

in opposition to the settlement.” Telectronics, 137 F. Supp. 2d at 1015 (quoting Manual for 

Complex Litig. (Second) §30.44 (1985)); Int’l Union, United Auto., Aerospace & Agric. Implement 

Workers of Am. v. Ford Motor Co., No. 05-74730, 2006 WL 1984363, at *4 (E.D. Mich. July 13, 

2006). A proposed settlement falls within the “range of possible approval” under Rule 23(e) where 

there is a conceivable basis for presuming that it will meet the more rigorous standards applied for 

final approval. The standard for final approval of a class action settlement is whether the proposed 

settlement is fair, reasonable and adequate. Fed. R. Civ. P. 23(e)(2); In re Delphi Corp. Sec., Deriv. 

& “ERISA” Litig., 248 F.R.D. 483, 495-96 (E.D. Mich. 2008). The final determination must await 

the final hearing where the fairness, reasonableness and adequacy of the settlement are assessed 

under the applicable final approval factors. See In re Linerboard Antitrust Litig., 292 F. Supp. 2d 

631, 638 (E.D. Pa. 2003). 

B. The Proposed Global Settlement Provides Valuable Benefits to the Settlement 

Classes. 

The Global Settlement provides for a cash payment by DENSO of $2,100,000, which will 

be allocated as discussed above. Both the Total Settlement Amount and allocated settlement 

amounts constitute a meaningful recovery and reflect consideration of information obtained 

through Settlement Class Counsel’s factual investigation and legal analysis for all the Collective 

Actions. 

Another important aspect of the Global Settlement is the substantial amount of meaningful 

cooperation that DENSO has agreed to provide in those Collective Actions where non-settling 

Defendants remain. See, e.g., Automotive Parts, 2:12-cv-00103, Doc. No. 497, at 11 (“Of great 

importance in the Court’s assessment is the provision in the Settlements requiring discovery 

cooperation of certain Settling Defendants.”). Cooperation is a “substantial benefit” to the class 

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when settling with fewer than all defendants. Linerboard, 292 F. Supp. 2d at 643. The cooperation 

to be provided by DENSO under the settlement agreements in the Collective Actions provides just 

such a substantial benefit to the class. In re Packaged Ice Antitrust Litig., 2011 WL 717519, at *10 

(E.D. Mich. Feb 22, 2011); In re Pressure Sensitive Labelstock Antitrust Litig., 584 F. Supp. 2d 

697, 702 (M.D. Pa. 2008) (“the benefit of obtaining the cooperation of the Settling Defendants 

tends to offset the fact that they would be able to withstand a larger judgment”). 

C. Consideration of the Final Approval Factors Supports Preliminary Approval 

of the Proposed Global Settlement. 

Fed. R. Civ. P. 23(e)(2) provides that a court may approve a settlement that would bind 

class members only after a hearing and finding that the settlement is “fair, reasonable, and 

adequate.” See Packaged Ice, 2011 WL 717519, at *8. As noted above, the Court is not required 

at the preliminary approval stage to determine whether it will grant final approval of the proposed 

settlement, only that it is likely that it would. Here, initial consideration of the final approval 

factors supports preliminary approval of the Global Settlement and proposed allocation of the Total 

Settlement Amount. 

The 2018 amendments to Rule 23(e) sets forth a list of factors for a court to consider before 

approving a proposed settlement as “fair, reasonable, and adequate.” The factors are whether: 

(A) the class representatives and class counsel have adequately 

represented the class; 

(B) the proposal was negotiated at arm’s length; 

(C) the relief provided for the class is adequate, taking into account: 

(i) the costs, risks, and delay of trial and appeal; 

(ii) the effectiveness of any proposed method of distributing relief to 

the class, including the method of processing class-member claims, 

if required; 

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(iii) the terms of any proposed award of attorney’s fees, including 

timing of payment; and 

(iv) any agreement required to be identified under Rule 23(e)(3); and 

(D) the proposal treats class members equitably relative to each other. 

Fed. R. Civ. P. 23(e)(2). 

Historically, courts in the Sixth Circuit have considered factors comparable to those in Rule 

23(e)(2) in determining whether a settlement is approvable. See In re Automotive Parts Antitrust 

Litig., No. 12-md-02311, 2016 WL 9280050, at *5 (E.D. Mich. Nov. 28, 2016) (considering “(1) 

the risk of fraud or collusion; (2) the complexity, expense and likely duration of the litigation; (3) 

the amount of discovery engaged in by the parties; (4) the likelihood of success on the merits; (5) 

the opinions of class counsel and class representatives; (6) the reaction of absent class members; 

and (7) the public interest”). Accord UAW v. Gen. Motors Corp., 497 F.3d 615, 631 (6th Cir. 

2007); Griffin v. Flagstar Bancorp, Inc., No. 2:10-cv-10610, 2013 WL 6511860, at *3 (E.D. Mich. 

Dec. 12, 2013) ; In re Polyurethane Foam Antitrust Litig., No. 1:10 MD 2196, 2015 WL 1639269, 

at *3 (N.D. Ohio Feb. 26, 2015), appeal dismissed (Dec. 4, 2015). The Advisory Committee Notes 

to Rule 23 acknowledge these judicially created standards, explaining that the newly enumerated 

Rule 23(e) factors are “core concerns” in every settlement and were not intended to displace a 

court’s consideration of other relevant factors in a particular case. Fed. R. Civ. P. 23 advisory 

committee note (2018 Amendment). 

Accordingly, Plaintiffs will address the “fair, reasonable and adequate” factors under Rule 

23(e)(2) and the Sixth Circuit’s and this Court’s prior preliminary approval decisions. A review of 

the factors supports preliminary approval of the Global Settlement.4

 4

 Notably, the Court has already preliminarily approved settlements in many of the abovecaptioned cases (i.e., Air Conditioning Systems, Alternators, Fuel Injection Systems, Fuel Senders,

Heater Control Panels, Ignition Coils, Instrument Panel Clusters, Power Window Motors,

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1. The Class Representatives and Class Counsel Have Adequately 

Represented the Classes, and the Global Settlement was Reached at Arm’s 

Length. 

The first two factors of Rule 23(e)(2) (adequate representation by the class representative 

and class counsel and whether the settlement was reached at arm’s length) are procedural and focus 

on the history and conduct of the litigation and settlement negotiations. Fed. R. Civ. P. 23 Advisory 

Committee Note. Relevant considerations may include the experience and expertise of plaintiffs’ 

counsel, the quantum of information available to counsel negotiating the settlement, the stage of 

the litigation and amount of discovery taken, the pendency of other litigation concerning the 

subject matter, the length of the negotiations, whether a mediator or other neutral facilitator was 

used, the manner of negotiation, whether attorney’s fees were negotiated with the defendant and 

if so how they were negotiated and their amount, and other factors that may demonstrate the 

fairness of the negotiations. Id.

The Plaintiffs and Settlement Class Counsel have adequately represented the proposed 

Settlement Classes in connection with the DENSO Global Settlement and the litigation in general. 

The Plaintiffs’ interests are the same as those of the members of the respective Settlement Classes, 

and Settlement Class Counsel have extensive experience in handling class action antitrust and 

other complex litigation. They have represented the direct purchaser plaintiffs from the inception 

of the Automotive Parts Antitrust Litigation and negotiated this settlement at arm’s length with 

well-respected and experienced counsel for DENSO, and importantly, with the assistance of a 

Court-appointed mediator. There is a presumption that settlement negotiations were conducted in 

good faith and that the resulting agreement was reached without collusion. Griffin, 2013 WL 

 

Starters, Windshield Washers Systems, Windshield Wiper Systems and Wire Harness Products). 

The Court should preliminarily approve the settlements in the Collective Actions with the DENSO 

Defendants for the same reasons that it preliminarily approved the other settlements. 

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6511860, at *3; Packaged Ice, 2011 WL 717519, at *12; Ford, 2006 WL 1984363, at *26; Sheick 

v. Automotive Component Carrier LLC, No. 09–14429, 2010 WL 3070130, at *19-20 (E.D. Mich. 

Aug. 02, 2010). Settlements reached by experienced counsel that result from arm’s-length 

negotiations are entitled to deference from the court. Dick v. Sprint Commc’ns, 297 F.R.D. 283, 

296 (W.D. Ky. 2014) (“Giving substantial weight to the recommendations of experienced 

attorneys, who have engaged in arms-length settlement negotiations, is appropriate....”) (quoting 

In re Countrywide Fin. Corp. Customer Data Sec. Breach Litig., No. 3:08–MD01998, 2010 WL 

3341200, at *4 (W.D. Ky. Aug. 23, 2010)); accord In re Southeastern Milk Antitrust Litig., 2:07- 

CV-208, 2013 WL 2155379, at *5 (E.D. Tenn. May17, 2013); In re Auto. Refinishing Paint 

Antitrust Litig., 617 F.Supp.2d. 336, 341 (E.D. Pa. 2007). 

The negotiations that led to the Global Settlement were at all times conducted at arm’s 

length, took months to complete, and included a mediation before the Court-appointed mediator. 

In addition to the discovery conducted in the Collective Actions, relevant information about the 

various conspiracies has also been obtained from Defendants and through Settlement Class 

Counsel’s investigation.5

 This information and Settlement Class Counsel’s legal analysis allowed 

Settlement Class Counsel to evaluate not only the strengths and weaknesses of the claims against 

the DENSO Defendants, but also the potential value of their promised cooperation. Based on this 

information, Settlement Class Counsel believe that the proposed Global Settlement with DENSO 

 5

 Although the amount of discovery completed is a factor to be considered in the settlement 

approval process, there is no baseline amount of discovery required to satisfy this factor. Packaged 

Ice, 2010 WL 3070161, at *5-6. The “question is whether the parties had adequate information 

about their claims.” Griffin, 2013 WL 6511860, at *4 (quoting In re Global Crossing Sec. & 

ERISA Litig., 225 F.R.D. 436, 458 (S.D.N.Y.2004)). Accord In re Packaged Ice Antitrust Litig., 

No. 08-MD-01952, 2011 WL 6209188, at *13 (E.D. Mich. Dec. 13, 2011) (absence of formal 

discovery not an obstacle to settlement approval). 

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is fair, reasonable, and in the best interests of the Settlement Classes, and their opinion supports 

both preliminary (and final) approval of the settlement of all the Collective Actions.6

Because the proposed Global Settlement was negotiated at arm’s length by experienced 

counsel knowledgeable about the facts and the law, consideration of this factor fully supports 

preliminary approval of the Global Settlement. 

2. The Relief Provided to the Settlement Classes is Adequate.

The relief provided to the proposed Settlement Classes reflects the fact that DENSO is the 

ACPERA beneficiary in many of the Collective Actions. In addition to the monetary component, 

DENSO has agreed to provide substantial cooperation in the continued prosecution of the claims 

against non-settling Defendants. Settlement Class Counsel believe that the monetary compensation 

and cooperation is adequate relief for the Settlement Classes. 

Generally, in evaluating a proposed class settlement, the court does “not decide the merits 

of the case or resolve unsettled legal questions.” Carson v. Am. Brands, Inc., 450 U.S. 79, 88 n. 

14 (1981). There are two reasons for this. First, the object of settlement is to avoid the 

determination of contested issues, so the approval process should not be converted into an 

abbreviated trial on the merits. Van Horn v. Trickey, 840 F.2d 604, 607 (8th Cir. 1988). Second, 

“[b]eing a preferred means of dispute resolution, there is a strong presumption by courts in favor 

of settlement.” Telectronics, 137 F. Supp. 2d at 1008-09 (citing Manual (Third) §30.42). This is 

particularly true in the case of class actions. Berry v. Sch. Dist. of City of Benton Harbor, 184 

F.R.D. 93, 97 (W.D. Mich. 1998). 

 6

 There was no negotiation of attorney’s fees. At an appropriate time, Plaintiffs’ counsel 

will file motions seeking awards of attorney’s fees and expenses in the Collective Actions, to be 

paid solely out of settlement funds. 

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Both the Sixth Circuit and courts in the Eastern District of Michigan “have recognized that 

the law favors the settlement of class action lawsuits.” See, e.g., Automotive Parts, 2:12-cv-00103, 

Doc. No. 497, at 11 (quoting Griffin, 2013 WL 6511860). Accord Sims v. Pfizer, Inc., No. 1:10-

CV-10743, 2016 WL 772545, at *6 (E.D. Mich. Feb. 24, 2016). A court’s inquiry on final approval 

is whether the proposed settlement is “fair, adequate, and reasonable to those it affects and whether 

it is in the public interest.” Lessard v. City of Allen Park, 372 F. Supp. 2d 1007, 1009 (E.D. Mich. 

2005) (citing Williams v. Vukovich, 720 F.2d 909, 921-23 (6th Cir. 1983)); Olden v. Gardner, 294 

Fed. Appx. 210, 217 (6th Cir. 2008). This determination requires consideration of “whether the 

interests of the class as a whole are better served if the litigation is resolved by the settlement rather 

than pursued.” In re Cardizem CD Antitrust Litig., 218 F.R.D. 508, 522 (E.D. Mich. 2003); Sheick 

v. Auto. Component Carrier LLC, No. 2:09-cv-14429, 2010 WL 4136958, at *14-15 (E.D. Mich. 

Oct. 18, 2010). 

a. The Costs, Risks, and Delay of Trial and Appeal.

When considering the adequacy of the relief to the class in determining the fairness of a 

class action settlement, the court should assess it “with regard to a ‘range of reasonableness,’ which 

‘recognizes the uncertainties of law and fact in any particular case and the concomitant risks and 

costs inherent in taking any litigation to completion.’” Sheick, 2010 WL 4136958, *15 (quoting 

IUE-CWA v. General Motors Corp., 238 F.R.D. 583, 594 (E.D. Mich. 2006)); Ford, 2006 WL 

1984363, at *21; Ford v. Fed.-Mogul Corp., No. 2:09-CV-14448, 2015 WL 110340, at *6 (E.D. 

Mich. Jan. 7, 2015). These risks must be weighed against the settlement consideration: here, the 

certainty of the cash payments described above, plus cooperation, which is valuable to the 

members of the Settlement Classes as they continue to litigate against the remaining non-settling 

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Defendants. See Automotive Parts, 2:12-cv-00103, Doc. No. 497, at 12 (“cooperation strongly 

militates toward approval” of the settlements) (quoting Linerboard, 292 F. Supp. 2d 643). 

Settlement Class Counsel believe that the Global Settlement is an excellent result. 

Weighing the settlement’s benefits against the risks and costs of continued litigation tilts the scale 

toward approval. See Griffin, 2013 WL 6511860, at *4; Packaged Ice, 2011 WL 717519, at *9. 

Plaintiffs are optimistic about the likelihood of ultimate success in the Collective Actions, but 

success is not certain. While the DENSO Defendants have pleaded guilty in certain of the 

Collective Actions, as this Court has previously noted, success is not guaranteed even in those 

instances where a settling defendant has pleaded guilty in a criminal proceeding brought by the 

Department of Justice. That is because, among other things, the DOJ is not required to prove classwide impact or damages, both of which require complex and expensive expert analyses, and the 

outcome of litigating those issues is always uncertain. Automotive Parts, 2:12-cv-00103, Doc. No. 

497, at 11. Moreover, DENSO is the ACPERA beneficiary in many of the Collective Actions. 

DENSO is represented by highly experienced and competent counsel. DENSO 

undoubtedly would deny Plaintiffs’ allegations of liability and damages and assert a number of 

defenses, and Plaintiffs believe DENSO is prepared to defend the cases through trial and appeal. 

Risk is inherent in any litigation, and this is particularly true with respect to class actions. So, while 

optimistic about the outcome of this litigation, Plaintiffs must acknowledge the risk that DENSO 

could prevail with respect to certain legal or factual issues, which could reduce or eliminate any 

potential recovery. 

“Settlements should represent ‘a compromise which has been reached after the risks, 

expense and delay of further litigation have been assessed.’” Cardizem, 218 F.R.D. at 523 (quoting 

Vukovich, 720 F.2d at 922). “[T]he prospect of a trial necessarily involves the risk that Plaintiffs 

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would obtain little or no recovery.” Id. at 523. This is particularly true for class actions, which are 

“inherently complex.” Telectronics, 137 F. Supp. 2d at 1013 (settlement avoids the costs, delays, 

and multitude of other problems associated with complex class actions). 

Plaintiffs are still litigating with the remaining non-settling Defendants, so it is not 

appropriate to discuss with any specificity Settlement Class Counsel’s analysis of the risks of 

litigation, as the remaining Defendants could seek to use any such disclosures against Plaintiffs 

going forward. Settlement Class Counsel believe that at this point it is sufficient to state that 

complex antitrust litigation of this scope has certain inherent risks that the settlement at least 

partially negates. 

In deciding whether a proposed settlement warrants approval, “[t]he Court should also 

consider the judgment of counsel and the presence of good faith bargaining between the 

contending parties.” Delphi, 248 F.R.D. at 498. Counsel’s judgment “that settlement is in the best 

interests of the class ‘is entitled to significant weight, and supports the fairness of the class 

settlement.’” Packaged Ice, 2011 WL 717519, at *11 (quoting Sheick, 2010 WL 4136958, at *18); 

Fed.-Mogul Corp., 2015 WL 110340, at *9. “In the absence of evidence of collusion (there is none 

here) this Court ‘should defer to the judgment of experienced counsel who has competently 

evaluated the strength of his proofs.’” Date v. Sony Electronics, Inc., No. 07-15474, 2013 WL 

3945981, at *9 (E.D. Mich. Jul. 31, 2013) (quoting Vukovich, 720 F.2d at 922–23). 

Settlement Class Counsel have extensive experience in handling class action antitrust and 

other complex litigation. They have represented the direct purchaser plaintiffs from the inception 

of the Automotive Parts Antitrust Litigation and negotiated this settlement at arm’s length with 

well-respected and experienced counsel for DENSO. Settlement Class Counsel believe that the 

proposed Global Settlement eliminates the risks, expense and delay with respect to a recovery from 

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DENSO, ensures a substantial payment to the Settlement Class, and provides the Settlement Class 

with cooperation that will be used to pursue the claims against the remaining non-settling 

Defendants. This factor also supports preliminary approval of the proposed Global Settlement. 

b. The Effectiveness of Any Proposed Method of Distributing Relief

to the Classes, Including the Method of Processing Class Member

Claims, if Required. 

This case does not present any difficulties in identifying claimants or distributing 

settlement proceeds. Consistent with the practice in previously approved direct purchaser 

settlements, Settlement Class Counsel intend to propose that the net settlement funds be distributed 

pro rata to approved claimants. Claims will be processed using a settlement claims administrator 

to review claim forms, to assist Settlement Class Counsel in making recommendations to the Court 

concerning the disposition of those claims, and to mail checks to approved claimants for their prorata shares of the net settlement fund. 

As a general rule, a plan of allocation that reimburses class members based on the type and 

extent of their injuries is a reasonable one. In re Ikon Office Solutions, Inc., Sec. Litig., 194 F.R.D. 

166, 184 (E.D. Pa. 2000); Smith v. MCI Telecoms Corp., No. Civ. A. 87-2110-EEO, 1993 WL 

142006, at *2 (D. Kan. April 28, 1993); 4 Alba Conte & Herbert Newberg, Newberg on Class 

Actions, §12.35, at 350 (4th ed. 2002) (“Newberg”) (noting that pro-rata allocation of a settlement 

fund “is the most common type of apportionment of lump sum settlement proceeds for a class of 

purchasers” and “has been accepted and used in allocating and distributing settlement proceeds in 

many antitrust class actions”). This Court, and numerous others, have approved similar pro-rata 

distribution plans. See, e.g., 2:12-cv-00601, Doc. No. 172; 2;12-cv-00101, Doc. No. 572). This 

factor supports preliminary approval. 

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c. The Terms of Any Proposed Award of Attorney’s Fees, Including 

Timing of Payment. 

The settlement agreements in the Collective Actions provide that attorney’s fees shall be 

paid solely out of settlement funds subject to court approval, and that final approval of the 

settlements is not contingent on the outcome of any petition for attorney’s fees. E.g., Exhibit 2 at 

¶ 40. Settlement Class Counsel intend to seek attorney’s fees of approximately 30% of the 

settlement funds, consistent with previous fee petitions and awards approved by this Court. This 

factor supports preliminary approval. 

d. Separate Agreements Relating to the Proposed Global Settlement.

With the exception of the settlement agreement in the Ignition Coils case,7 the settlement 

agreements in all of the other Collective Actions reflect all of the agreements and understandings 

relating to the proposed settlement, and there is no separate agreement that would affect the 

settlement amount, the eligibility of class members to participate in the settlement or exclude 

themselves from it, or the treatment of class member claims. This factor is therefore neutral. 

3. The Global Settlement Treats Class Members Equitably Relative to 

Each Other.

Members of the proposed Settlement Classes will be treated equitably relative to each other 

in terms of their eligibility for a pro-rata portion of the settlement funds and their right to opt out. 

Likewise, each class member gives the same release. 

The settlement agreements do contemplate that Settlement Class Counsel may seek an 

incentive award for the class representative(s), as has been done in other cases. Such awards are 

 7

 The parties have entered into a confidential letter agreement in the Ignition Coils case. 

That letter will be provided to the Court upon request. Notably, however, there is nothing in the 

confidential letter agreement that will reduce the portion of the Total Settlement Amount allocated 

to the proposed DENSO Ignition Coils Settlement Class. 

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justified as an incentive and reward for the efforts that lead plaintiffs take on behalf of the class. 

Hadix v. Johnson, 322 F.3d 895, 897 (6th Cir. 2003). The proposed settlements were provided to 

the class representatives in all of the Collective Actions for their review and approval without any 

discussion of incentive awards, which evinces that the prospect of such an award was not the 

reason the representative plaintiffs approved this settlement. Hillson v. Kelly Servs. Inc., 2017 WL 

279814, at *6 (E.D. Mich. 2017). Plaintiffs submit that this factor supports preliminary approval. 

4. The Settlement is Consistent with the Public Interest. 

 “[T]here is a strong public interest in encouraging settlement of complex litigation and 

class action suits because they are ‘notoriously difficult and unpredictable’ and settlement 

conserves judicial resources.” Cardizem, 218 F.R.D. at 530 (quoting Granada Invs. Inc. v. DWG 

Corp., 962 F. 2d 1203, 1205 (6th Cir. 1992). Accord Griffin, 2013 WL 6511860, at *5; Packaged 

Ice, 2011 WL 717519, at *12. Plaintiffs submit that there is no countervailing public interest that 

provides a reason to disapprove the proposed settlement. Griffin, 2013 WL 6511860, at *5. This 

factor also supports approval. 

Consideration of the above factors supports preliminary approval of the proposed DENSO 

Global Settlement. Settlement Class Counsel respectfully submit that the proposed Global 

Settlement is in the best interests of the Settlement Classes and should be preliminarily approved. 

V. PROVISIONAL CERTIFICATION OF THE PROPOSED DIRECT PURCHASER 

 SETTLEMENT CLASSES IS WARRANTED 

Rule 23 as amended now explicitly requires the Court to determine whether it is likely to 

be able to certify the proposed settlement class for purposes of judgment on the settlement 

proposal. Fed. R. Civ. P. 23(e)(1)(B). It is well established that a class may be certified for purposes 

of settlement. See, e.g., Amchem Prods., Inc. v. Windsor, 521 U.S. 591 (1997); Automotive Parts, 

2:12-cv-00103, Doc. No. 497, at 24. At this juncture, the Court need only decide that certification 

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of the proposed Settlement Classes is “likely” in order to justify sending notice to members of the 

Settlement Classes. Plaintiffs will later seek final approval of the Settlement Classes for purposes 

of the Global Settlement and underlying settlement of the Collective Actions. See Ford, 2006 WL 

1984363, at *3, *18; Cardizem, 218 F.R.D. at 516-17. As they did with their analysis of 

preliminary approval of the Global Settlement, Plaintiffs will address here the factors for final 

certification of the Settlement Classes. See Thacker v. Chesapeake Appalachia, LLC, 259 F.R.D. 

262, 266-70 (E.D. Ky. 2009).8

 

As demonstrated below, the proposed Settlement Classes meet all of the requirements of 

Rule 23(a) as well as the requirements of Rule 23(b)(3) for settlement purposes, and therefore it is 

likely that the Court will be able to certify the proposed Settlement Classes.

A. The Proposed Settlement Classes Satisfy Rule 23(a). 

Certification of a class requires meeting the requirements of Fed. R. Civ. P. 23(a) and one 

of the subsections of Rule 23(b). In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., 

722 F.3d 838, 850-51 (6th Cir. 2013); Griffin, 2013 WL 6511860, at *5; Ford, 2006 WL 1984363, 

at *19 (citing Sprague v. General Motors Corp., 133 F.3d 388, 397 (6th Cir. 1998)). Certification 

is appropriate under Rule 23(a) if: (1) the class is so numerous that joinder of all members is 

impracticable; (2) there are questions of law and fact common to the class; (3) the claims or 

defenses of the representative parties are typical of the claims or defenses of the class; and (4) the 

representative parties will fairly and adequately protect the interests of the class. Griffin, 2013 WL 

6511860, at *5; Date, 2013 WL 3945981, at *3. 

 8 Paragraph 10 of the proposed DENSO Preliminary Approval Order provides that 

provisional certification of the Settlement Classes will be without prejudice to the rights of any 

Defendant to contest certification of any other class proposed in these coordinated actions. See 

Packaged Ice, 2011 WL 717519, at *7. 

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1. The Proposed Settlement Classes are Sufficiently Numerous. 

Class certification under Rule 23(a)(1) is appropriate where a class contains so many 

members that joinder of all would be “impracticable.” Fed. R. Civ. P. 23(a)(1). There is no strict 

numerical test to satisfy the numerosity requirement; the most important factor is whether joinder 

of all the parties would be impracticable for any reason. Whirlpool, 722 F.3d at 852 (noting that a 

“substantial” number of class members satisfies numerosity). Moreover, numerosity is not 

determined solely by the size of the class, but also by the geographic location of class members. 

Marsden v. Select Medical Corp., 246 F.R.D. 480, 484 (E.D. Pa. 2007). 

Here, Settlement Class Counsel believe that there are numerous direct purchasers of the 

auto parts that are the subject of all the Collective Actions, geographically dispersed throughout 

the United States. Thus, joinder of all members of the proposed Settlement Classes would be 

impracticable, satisfying Rule 23(a)(1). 

2. There are Common Questions of Law and Fact. 

Fed. R. Civ. P. 23(a)(2) requires that a proposed class action involve “questions of law or 

fact common to the class.” “We start from the premise that there need be only one common 

question to certify a class,” Whirlpool, 722 F.3d at 853, and “the resolution of [that common issue] 

will advance the litigation.” Sprague, 133 F.3d at 397. Accord Barry v. Corrigan, 79 F. Supp. 3d 

712, 731 (E.D. Mich. 2015); Exclusively Cats Veterinary Hosp. v. Anesthetic Vaporizer Servs., 

Inc., No. 10-cv-10620, 2010 WL 5439737, at * 3 (E.D. Mich. Dec. 27, 2010) (“[T]here need be 

only a single issue common to all members of the class”) (citing In re Am. Med. Sys., Inc., 75 F.3d 

1069, 1080 (6th Cir. 1996)). 

It has long been the case that “allegations concerning the existence, scope and efficacy of 

an alleged conspiracy present questions adequately common to class members to satisfy the 

commonality requirement.” In re Flat Glass Antitrust Litig., 191 F.R.D 472, 478 (W.D. Pa. 1999) 

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(citing 4 NEWBERG ON CLASS ACTIONS, § 18.05-15 (3d ed. 1992)). Here, whether Defendants entered 

into an agreement to artificially fix prices of the auto parts that are the subject of the Collective 

Actions is a factual question common to all members of the proposed Settlement Classes because 

it is an essential element of proving an antitrust violation. See, e.g., Automotive Parts, 2:12-cv00103, Doc. No. 497, at 25. Common legal questions include whether, if such an agreement was 

reached, Defendants violated the antitrust laws and the impact on Class members. Packaged Ice, 

2011 WL 717519, at *6 (holding commonality satisfied by questions concerning “whether 

Defendants conspired to allocate territories and customers and whether their unlawful conduct 

caused Packaged Ice prices to be higher than they would have been absent such illegal behavior 

and whether the conduct caused injury to the Class Members”). “Indeed, consideration of the 

conspiracy issue would, of necessity focus on defendants’ conduct, not the individual conduct of 

the putative class members.” Flat Glass, 191 F.R.D. at 484. Because there are common legal and 

factual questions related to potential liability, the commonality requirement of Rule 23(a)(2) is 

met. 

3. Plaintiffs’ Claims are Typical of Those of the Proposed Settlement 

Classes. 

Rule 23(a)(3) requires that “the claims or defenses of the representative parties [be] typical 

of the claims or defenses of the class.” Fed. R. Civ. P. 23(a)(3). “If there is a strong similarity of 

legal theories, the requirement [of typicality] is met, even if there are factual distinctions among 

named and absent class members.” Griffin, 2013 WL 6511860, at *6 (quoting Ford Motor, 2006 

WL 1984363, at *19); Date, 2013 WL 3945981, at *3. 

“Typicality is met if the class members’ claims are ‘fairly encompassed by the named 

plaintiffs’ claims.’” Whirlpool, 722 F.3d at 852 (quoting Sprague, 133 F.3d at 399). Here, 

Plaintiffs’ claims arise from the same course of conduct as the claims of the other members of the 

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Settlement Classes, namely, the Defendants’ alleged violations of the antitrust laws. Plaintiffs and 

the Settlement Classes are proceeding on the same legal claims and same alleged violations of 

Section 1 of the Sherman Antitrust Act. See UAW, 497 F. 3d at 625; Barry, 2015 WL 136238, at 

*13. Accordingly, the Rule 23(a)(3) typicality requirement is satisfied. 

4. Plaintiffs Will Fairly and Adequately Protect the Interests of the 

Settlement Classes. 

Rule 23(a)(4) requires that the class representative fairly and adequately protect the 

interests of the class. “There are two criteria for determining adequacy of representation: (1) the 

proposed class representative must have common interests with the other class members; and (2) 

it must appear that the class representative will vigorously prosecute the interests of the class 

through qualified counsel.” Sheick, 2010 WL 3070130, at *3 (quoting Senter v. Gen. Motors 

Corp., 532 F.2d 511, 524-25 (6th Cir. 1976)). 

These requirements are met here. The interests of the proposed representatives of the 

Settlement Classes are the same as those of other members of the Settlement Classes. Plaintiffs are 

direct purchasers of the parts that are the subject of the Collective Actions from one or more of the 

Defendants in the United States. Plaintiffs and the other members of the Settlement Classes claim 

that they were injured as a result of the alleged conspiracies and seek to prove that Defendants 

violated the antitrust laws. Plaintiffs’ interests are thus aligned with those of the Settlement 

Classes. 

Moreover, Plaintiffs have retained qualified and experienced counsel to pursue this action.9

 

Settlement Class Counsel vigorously represented Plaintiffs and the Settlement Classes in the 

 9

 Rule 23(g) requires the court to examine the capabilities and resources of class counsel 

to determine whether they will provide adequate representation to the class. The Court previously 

appointed Freed Kanner London & Millen LLC; Kohn, Swift & Graf, P.C.; Preti, Flaherty, 

Beliveau & Pachios LLP; and Spector Roseman & Kodroff, P.C. as Interim Co-Lead Counsel in 

this case and all other Automotive Parts Antitrust Litigation direct purchaser cases. They submit 

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settlement negotiations with the DENSO Defendants and have vigorously prosecuted these 

actions. Adequate representation under Rule 23(a)(4) is therefore satisfied. 

B. Plaintiffs’ Claims Satisfy the Prerequisites of Rule 23(b)(3) for Settlement 

Purposes. 

In addition to satisfying Rule 23(a), Plaintiffs must show that the putative classes fall under 

at least one of the three subsections of Rule 23(b). Here, the Settlement Classes qualify under Rule 

23(b)(3), which authorizes class certification if [1] “questions of law or fact common to the 

members of the class predominate over any questions affecting only individual members, and... 

[2] a class action is superior to other available methods for the fair and efficient adjudication of 

the controversy.” In re Scrap Metal Antitrust Litig., 527 F.3d 517, 535 (6th Cir. 2008); Hoving v. 

Lawyers Title Ins. Co., 256 F.R.D. 555, 566 (E.D. Mich. 2009). 

1. Common Legal and Factual Questions Predominate. 

The Rule 23(b)(3) requirement that common issues predominate ensures that a proposed 

class is “sufficiently cohesive to warrant certification.” Amchem, 521 U.S. at 623. The 

predominance requirement is met where “the issues in the class action that are subject to 

generalized proof, and thus applicable to the class as a whole, . . . predominate over those issues 

that are subject only to individualized proof.” Beattie v. CenturyTel, Inc., 511 F.3d 554, 564 (6th 

Cir. 2007) (citation omitted). 

Courts have repeatedly recognized that horizontal price-fixing cases are particularly wellsuited for class certification because proof of the conspiracy is a common, predominating question. 

See, e.g., Automotive Parts, 2:12-cv-00103, Doc. No. 497, at 27; Scrap Metal, 527 F.3d at 535; 

Packaged Ice, 2011 WL 717519, at 6; In re Southeastern Milk Antitrust Litig., No. 2:07-CV-208, 

 

that, for the same reasons that the Court appointed them to those positions, their appointment as 

Co-Lead Settlement Class Counsel is appropriate. 

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2010 WL 3521747, at *5, 9-11 (E.D. Tenn. Sept. 7, 2010). Affirming class certification in Scrap 

Metal, the Sixth Circuit observed that the “district court found that the ‘allegations of price-fixing 

and market allocation...will not vary among class members’.... Accordingly, the court found that 

the ‘fact of damages’ was a question common to the class even if the amount of damages sustained 

by each individual class member varied.” 527 F.3d at 535 (emphasis in original). 

In the Collective Actions the same core set of operative facts and theory of liability apply 

across the Settlement Classes. As discussed above, whether Defendants entered into an illegal 

agreement to artificially fix prices of the parts that are the subject of the Collective Actions is a 

question common to all members of the Settlement Classes because it is an essential element of 

proving an antitrust violation. Common questions also include whether, if such an agreement was 

reached, Defendants violated the antitrust laws, and whether Defendants’ acts caused 

anticompetitive effects. See, e.g., Packaged Ice, 2011 WL 717519, at *6. If Plaintiffs and the other 

members of the Settlement Classes were to bring their own individual actions, they would each be 

required to prove the same wrongdoing by Defendants in order to establish liability. Therefore, 

common proof of Defendants’ violations of antitrust law will predominate. 

2. A Class Action is Superior to Other Methods of Adjudication. 

Rule 23(b)(3) lists factors to be considered in determining the superiority of proceeding as 

a class action compared to individual methods of adjudication: (1) the interests of the members of 

the class in individually controlling the prosecution of separate actions; (2) the extent and nature 

of other pending litigation about the controversy by members of the class; (3) the desirability of 

concentrating the litigation in a particular forum; and (4) the difficulties likely to be encountered 

in management of the class action. Fed. R. Civ. P. 23(b)(3). 

All litigation regarding the Collective Actions has been centralized in this Court. If any 

members of the Settlement Classes want to control their own litigation, they can request exclusion 

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from the appropriate Settlement Class. Thus, consideration of factors (1) - (3) demonstrates the 

superiority of a class action. 

With respect to factor (4), in Amchem, 521 U.S. at 620, the Court explained that when a 

court is asked to certify a settlement-only class it need not consider the difficulties in managing a 

trial of the case because the settlement will end the litigation without a trial. See Cardizem, 218 

F.R.D. at 517.

In addition, even though the Settlement Classes are not composed of small retail 

purchasers, “[g]iven the complexities of antitrust litigation, it is not obvious that all members of 

the class could economically bring suits on their own.” In re Cardizem CD Antitrust Litig, 200 

F.R.D. 297, 325 (E.D. Mich. 2007) (quoting Paper Systems Inc. v. Mitsubishi Corp., 193 F.R.D. 

601, 605 (E.D. Wisc. 2000)). Moreover, by proceeding as a class action, both judicial and private 

resources will be more efficiently utilized to resolve the predominating common issues, which will 

bring about a single outcome that is binding on all members of the Settlement Classes. See, e.g., 

Cardizem, 200 F.R.D. at 351 (“The economies of time, effort and expense will be achieved by 

certifying a class in this action because the same illegal anticompetitive conduct by Defendants 

gives rise to each class member’s economic injury.”). The alternatives to a class action are a 

multiplicity of separate lawsuits with possibly contradictory results for some plaintiffs, In re 

Flonase Antitrust Litig., 284 F.R.D. 207, 234 (E.D. Pa. 2012), or no recourse for many class 

members for whom the cost of pursuing individual litigation would be prohibitive. In re NASDAQ 

Market-Makers Antitrust Litig., 169 F.R.D. 493, 527 (S.D.N.Y 1996). Thus, class litigation is 

superior to the alternatives in this case. 

C. Plaintiffs Are Not Seeking Authorization To Send Notice At This Time. 

 As recently amended, Rule 23(e) frames the preliminary approval inquiry as a decision 

about whether to notify the class about the settlement. See Fed. R. Civ. P. 23(e)(1)(A) (“The parties 

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must provide the court with information sufficient to enable it to determine whether to give notice 

of the proposal to the class”). Settlement Class Counsel are not seeking leave to disseminate notice 

at this time. Rather, in the interests of economy and efficiency, and consistent with settlements 

involving fewer than all defendants in some of the other cases, Settlement Class Counsel propose 

deferring class notice and the distribution of claim forms until a later date with a view towards 

possibly combining notice of more than one settlement. For example, in Wire Harness Products, 

settlement notice regarding some of the early settlements was deferred in order to save money for 

the Settlement Class and avoid the potential for confusion caused by multiple notices. See Motion 

for Authorization to Disseminate Notice to Direct Purchaser Settlement Classes of Proposed 

Settlements with Chiyoda, Fujikura, Leoni, Sumitomo, and Yazaki Defendants, and Related 

Matters, 2:12-cv-00101 (Doc. No. 469). 

 The 2018 Amendments to Rule 23 spell out the required contents of a class notice and the 

factors a court must evaluate in determining whether the proposed notice is “the best notice that is 

practicable under the circumstances,” but do not specify the timing of notice. Fed. R. Civ. P. 

23(c)(2)(B). The timing of class notice is thus within the discretion of the Court. Beale v. 

EdgeMark Financial Corp., No. 94-C-1890, 1995 WL 631840, at *4 (N.D. Ill. Oct. 23, 1995); 

Harris v. Reeves, 761 F. Supp. 382, 393 (E.D. Pa. 1991). At an appropriate time, Settlement Class 

Counsel will submit for Court approval the proposed forms of notices and plans for dissemination 

that will most likely hew very closely to the settlement class notices the Court has approved in 

prior direct purchaser settlements. 

Deferring notice will not prejudice members of the proposed Settlement Classes, who are 

not bound by any judgment or release until they have received notice and an opportunity to exclude 

themselves or object. In the meantime, members of the Settlement Classes will benefit from the 

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cooperation that DENSO has promised. For these reasons, Plaintiffs respectfully request that the 

Court grant preliminary approval to the proposed Global Settlement, but defer decisions about the 

content, methods, and timing of notice. 

VI. CONCLUSION 

For the foregoing reasons, Plaintiffs respectfully request that the Court grant preliminary 

approval of the DENSO Global Settlement and provisionally certify the proposed Settlement 

Classes. 

DATED: April 2, 2019 Respectfully submitted, 

Steven A. Kanner 

William H. London 

Michael E. Moskovitz 

FREED KANNER LONDON 

 & MILLEN LLC 

2201 Waukegan Road, Suite 130 

Bannockburn, IL 60015 

Telephone: (224) 632-4500 

 /s/David H. Fink 

David H. Fink (P28235) 

Nathan J. Fink (P75185) 

FINK BRESSACK 

38500 Woodward Ave; Suite 350 

Bloomfield Hills, MI 48304 

Telephone: (248) 971-2500 

Interim Liaison Counsel for the Direct 

Purchaser Plaintiffs 

Joseph C. Kohn 

William E. Hoese 

Douglas A. Abrahams 

KOHN, SWIFT & GRAF, P.C. 

1600 Market Street, Suite 2500 

Philadelphia, PA 19103 

Telephone: (215) 238-1700

Gregory P. Hansel 

Randall B. Weill 

Michael S. Smith 

PRETI, FLAHERTY, BELIVEAU 

 & PACHIOS LLP 

One City Center, P.O. Box 9546 

Portland, ME 04112-9546 

Telephone: (207) 791-3000 

Eugene A. Spector 

William G. Caldes 

Jeffrey L. Spector 

SPECTOR ROSEMAN & KODROFF, P.C. 

Two Commerce Square 

2001 Market Street, Suite 3420 

Telephone: (215) 496-0300 

Interim Co-Lead Counsel for the Direct Purchaser Plaintiffs 

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CERTIFICATE OF SERVICE 

I hereby certify that on April 2, 2019, I electronically filed the foregoing paper with the 

Clerk of the court using the ECF system which will send notification of such filing to all counsel 

of record registered for electronic filing. 

FINK BRESSACK 

By: /s/Nathan J. Fink 

David H. Fink (P28235) 

Darryl Bressack (P67820) 

Nathan J. Fink (P75185) 

38500 Woodward Ave; Suite 350 

Bloomfield Hills, MI 48304 

Telephone: (248) 971-2500 

nfink@finkbressack.com 

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