IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

IN RE AUTOMOTIVE PARTS 

ANTITRUST LITIGATION 

In Re: Wire Harness 

In Re: Instrument Panel Clusters 

In Re: Fuel Senders 

In Re: Heater Control Panels 

In Re: Alternators 

In Re: Windshield Wiper Systems 

In Re: Radiators 

In Re: Starters 

In Re: Ignition Coils 

In Re: Motor Generators 

In Re: HID Ballasts 

In Re: Inverters 

In Re: Air Flow Meters 

In Re: Fan Motors 

In Re: Fuel Injection Systems 

In Re: Power Window Motors 

In Re: Automatic Transmission Fluid 

Warmers 

In Re: Valve Timing Control Devices 

In Re: Electronic Throttle Bodies 

In Re: Air Conditioning Systems 

In Re: Windshield Washer Systems 

In Re: Spark Plugs 

In Re: Ceramic Substrates 

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Master File No. 12-md-02311 

2:12-cv-00103 

2:12-cv-00203 

2:12-cv-00303 

2:12-cv-00403 

2:13-cv-00703 

2:13-cv-00903 

2:13-cv-01003 

2:13-cv-01103 

2:13-cv-01403 

2:13-cv-01503 

2:13-cv-01703 

2:13-cv-01803 

2:13-cv-02003 

2:13-cv-02103 

2:13-cv-02203 

2:13-cv-02303 

2:13-cv-02403 

2:13-cv-02503 

2:13-cv-02603 

2:13-cv-02703 

2:13-cv-02803 

2:15-cv-03003 

2:16-cv-11804 

THIS DOCUMENT RELATES TO 

End-Payor Actions 

END-PAYOR PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL 

OF PROPOSED SETTLEMENT WITH DENSO DEFENDANTS AND 

PROVISIONAL CERTIFICATION OF SETTLEMENT CLASSES 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 1 of 58 Pg ID 819
2 

TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD: 

PLEASE TAKE NOTICE that as soon as this motion may be heard before the Hon. 

Marianne O. Battani, End-Payor Plaintiffs (“EPPs”) will and do hereby respectfully move the 

Court for an order preliminarily approving a proposed settlement between EPPs and DENSO 

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

DENSO Korea Automotive Corporation, DENSO Automotive Deutschland GmbH, ASMO Co., 

Ltd., ASMO North America, LLC, ASMO Greenville of North Carolina, Inc., and ASMO 

Manufacturing, Inc. in the amount of $193,800,000.00, and provisional certification of the 

proposed Settlement Classes in the above-captioned actions. 

This motion is based on this Notice of Motion and Motion, the Memorandum of Law in 

support thereof, all filings in this litigation, and such other arguments as may be presented to the 

Court. 

Date: July 14, 2016 Respectfully submitted, 

/s/ Hollis Salzman 

Hollis Salzman 

Bernard Persky 

William V. Reiss 

ROBINS KAPLAN LLP 

601 Lexington Avenue, Suite 3400 

New York, NY 10022 

Telephone: (212) 980-7400 

Hsalzman@RobinsKaplan.com 

Bpersky@RobinsKaplan.com 

Wreiss@RobinsKaplan.com 

/s/ Steven N. Williams 

Steven N. Williams 

Demetrius X. Lambrinos 

Elizabeth Tran 

COTCHETT, PITRE & McCARTHY, LLP

San Francisco Airport Office Center 

840 Malcolm Road 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 2 of 58 Pg ID 820
3 

Burlingame, CA 94010 

Telephone: (650) 697-6000 

swilliams@cpmlegal.com 

dlambrinos@cpmlegal.com 

etran@cpmlegal.com 

/s/ Marc M. Seltzer 

Marc M. Seltzer 

Steven G. Sklaver 

SUSMAN GODFREY L.L.P. 

1901 Avenue of the Stars, Suite 950 

Los Angeles, CA 90067-6029 

Telephone: (310) 789-3100 

mseltzer@susmangodfrey.com 

ssklaver@susmangodfrey.com 

Terrell W. Oxford 

Chanler A. Langham 

Omar Ochoa 

SUSMAN GODFREY L.L.P. 

1000 Louisiana St., Suite 5100 

Houston, TX 77002 

Telephone: (713) 651-9366 

Facsimile: (713) 654-6666 

toxford@susmangodfrey.com 

clangham@susmangodfrey.com 

oochoa@susmangodfrey.com 

Interim Co-Lead Class Counsel for the Proposed 

End-Payor Plaintiff Classes 

/s/ E. Powell Miller 

E. Powell Miller 

Devon P. Allard 

THE MILLER LAW FIRM, P.C. 

950 W. University Drive, Suite 300 

Rochester, MI 48307 

Telephone: (248) 841-2200 

Facsimile: (248) 652-2852 

epm@millerlawpc.com 

dpa@millerlawpc.com 

Interim Liaison Class Counsel for the Proposed 

End-Payor Plaintiff Classes

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 3 of 58 Pg ID 821
IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

IN RE AUTOMOTIVE PARTS 

ANTITRUST LITIGATION 

In Re: Wire Harness 

In Re: Instrument Panel Clusters 

In Re: Fuel Senders 

In Re: Heater Control Panels 

In Re: Alternators 

In Re: Windshield Wiper Systems 

In Re: Radiators 

In Re: Starters 

In Re: Ignition Coils 

In Re: Motor Generators 

In Re: HID Ballasts 

In Re: Inverters 

In Re: Air Flow Meters 

In Re: Fan Motors 

In Re: Fuel Injection Systems 

In Re: Power Window Motors 

In Re: Automatic Transmission Fluid 

Warmers 

In Re: Valve Timing Control Devices 

In Re: Electronic Throttle Bodies 

In Re: Air Conditioning Systems 

In Re: Windshield Washer Systems 

In Re: Spark Plugs 

In Re: Ceramic Substrates 

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Master File No. 12-md-02311 

2:12-cv-00103 

2:12-cv-00203 

2:12-cv-00303 

2:12-cv-00403 

2:13-cv-00703 

2:13-cv-00903 

2:13-cv-01003 

2:13-cv-01103 

2:13-cv-01403 

2:13-cv-01503 

2:13-cv-01703 

2:13-cv-01803 

2:13-cv-02003 

2:13-cv-02103 

2:13-cv-02203 

2:13-cv-02303 

2:13-cv-02403 

2:13-cv-02503 

2:13-cv-02603 

2:13-cv-02703 

2:13-cv-02803 

2:15-cv-03003 

2:16-cv-11804 

THIS DOCUMENT RELATES TO 

End-Payor Actions 

MEMORANDUM OF LAW IN SUPPORT OF END-PAYOR PLAINTIFFS’ 

MOTION FOR PRELIMINARY APPROVAL OF PROPOSED SETTLEMENT 

WITH DENSO DEFENDANTS AND PROVISIONAL CERTIFICATION 

OF SETTLEMENT CLASSES 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 4 of 58 Pg ID 822
i 

STATEMENT OF ISSUES PRESENTED 

1. Whether End-Payor Plaintiffs’ (“EPPs”) settlement agreement with Defendants DENSO 

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

Corporation, DENSO Korea Automotive Corporation, DENSO Automotive Deutschland 

GmbH, ASMO Co., Ltd., ASMO North America, LLC, ASMO Greenville of North 

Carolina, Inc., and ASMO Manufacturing, Inc. (collectively, the “DENSO Defendants”), 

entered into on July 14, 2016 (“Settlement Agreement”) and attached hereto as Exhibit 1, 

is fair, reasonable, and adequate, and should be preliminarily approved; 

 

2. Whether the Court should provisionally certify the Settlement Classes under Federal Rule 

of Civil Procedure (“Rule”) 23(a) and (b)(3); 

3. Whether the Court should stay the proceedings as to the EPPs against the DENSO 

Defendants in accordance with the terms of the Settlement Agreement; and 

4. Whether the Court should appoint Interim Co-Lead Class Counsel for the EPPs as 

Settlement Class Counsel on behalf of the Settlement Classes.1

 

                                                            

1

 Unless otherwise defined, capitalized terms shall have the meaning ascribed to them in the 

Settlement Agreement. 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 5 of 58 Pg ID 823
ii 

CONTROLLING OR MOST APPROPRIATE AUTHORITIES 

Fed. R. Civ. P. 23 

Amchem Prods., Inc. v. Windsor, 521 U.S. 591 (1997) 

Amgen Inc. v. Conn. Ret. Plans & Trust Funds, 133 S. Ct. 1184 (2013) 

Cason-Merenda v. VHS of Mich., Inc., 296 F.R.D. 528 (E.D. Mich. 2013) 

Griffin v. Flagstar Bancorp, Inc., No. 2:10-cv-10610, 2013 U.S. Dist. LEXIS 173702 (E.D. 

Mich. Dec. 12, 2013) 

In re Am. Med. Sys., Inc., 75 F.3d 1069 (6th Cir. 1996) 

In re Cardizem CD Antitrust Litig., 218 F.R.D. 508 (E.D. Mich. 2003) 

In re Corrugated Container Antitrust Litig., MDL No. 310, 1981 U.S. Dist. LEXIS 9687 (S.D. 

Tex. June 4, 1981)

In re Foundry Resins Antitrust Litig., 242 F.R.D. 393 (S.D. Ohio 2007) 

In re Linerboard Antitrust Litig., 292 F. Supp. 2d 631 (E.D. Pa. 2003) 

In re Packaged Ice Antitrust Litig., No. 08-MD-01952, 2011 U.S. Dist. LEXIS 17255 (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) 

IUE-CWA v. Gen. Motors Corp., 238 F.R.D. 583 (E.D. Mich. 2006) 

Sheick v. Auto Component Carrier LCC, No. 09-cv-14429, 2010 U.S. Dist. LEXIS 110411 (E.D. 

Mich. Oct. 18, 2010) 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 6 of 58 Pg ID 824
iii 

TABLE OF CONTENTS 

Page 

PRELIMINARY STATEMENT .................................................................................................... 1

THE BASIC TERMS AND BACKGROUND OF THE SETTLEMENT AGREEMENT ......... 11

ARGUMENT ................................................................................................................................ 23

I. Preliminary Approval Should be Granted Because the Proposed Settlement Falls Well 

Within the Range of Possible Approval......................................................................... 23

A. The Settlement Agreement Achieves an Excellent Result for the Proposed 

Settlement Classes, Particularly Given the Expense, Duration, and Uncertainty of 

Continued Litigation. ............................................................................................ 26

B. The Settlement Agreement is the Result of Thorough Arm’s-Length Negotiations 

Conducted By Highly Experienced Counsel With the Assistance of a Mediator. 30

II. The Proposed Settlement Classes Should Be Provisionally Certified Pursuant to 

Rule 23. .......................................................................................................................... 32

A. The Proposed Settlement Classes Meet the Requirements of Rule 23(a). ............ 33

i. The Proposed Settlement Classes Are So Numerous That It Is Impracticable 

to Bring All Class Members Before the Court............................................. 34

ii. End-Payor Plaintiff Class Representatives and the Proposed Settlement 

Classes Share Common Legal and Factual Questions. ................................ 35

iii. End-Payor Plaintiff Class Representatives’ Claims Are Typical of the 

Claims of the Members of the Proposed Settlement Classes. ...................... 36

iv. Proposed Settlement Class Counsel and End-Payor Plaintiff Class 

Representatives Will Fairly and Adequately Protect the Interests of the 

Proposed Settlement Classes. ....................................................................... 37

B. The Proposed Settlement Classes Meet the Requirements of Rule 23(b)(3). ....... 39

i. Common Questions of Law and Fact Predominate. .................................... 39

ii. A Class Action is the Superior Method to Adjudicate These Claims. ......... 41

C. The Proposed Settlement Classes Meet the Requirements of Rule 23(b)(2). ....... 43

III. Notice to the Settlement Class Members. ...................................................................... 43

CONCLUSION ............................................................................................................................. 44

 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 7 of 58 Pg ID 825
iv 

TABLE OF AUTHORITIES 

Page(s)

Cases 

Agretti v. ANR Freight Sys., Inc., 

982 F.2d 242 (7th Cir. 1992) ...................................................................................................24 

Amchem Prods., Inc. v. Windsor, 

521 U.S. 591 (1997) .....................................................................................................39, 40, 42 

Amgen Inc. v. Conn. Ret. Plans & Trust Funds, 

133 S. Ct. 1184 (2013) .......................................................................................................33, 40 

Avio, Inc. v. Alfoccino, Inc., 

311 F.R.D. 434 (E.D. Mich. 2015) ....................................................................................35, 39 

Blades v. Monsanto Co., 

400 F.3d 562 (8th Cir. 2005) ...................................................................................................40 

Bobbitt v. Acad. of Reporting, 

No. 07-cv-10742, 2009 U.S. Dist. LEXIS 62365 (E.D. Mich. Jul. 21, 2009) .........................24 

Bowers v. Windstream Ky. East, LLC, 

No. 09-cv-440, 2013 U.S. Dist. LEXIS 157242 (W.D. Ky. Nov. 1, 2013) .............................32 

Cason-Merenda v. VHS of Mich., Inc., 

296 F.R.D. 528 (E.D. Mich. 2013), vacated, No. 13-0113, 2014 U.S. App. 

LEXIS 4447 (6th Cir. Jan. 6, 2014), reinstated in full, No. 06-15601, 2014 

U.S. Dist. LEXIS 29447 (E.D. Mich. Mar. 7, 2014) ...............................................................37 

Clark Equip. Co. v Int’l Union of Allied Industrial Workers of Am., 

803 F.2d 878 (6th Cir. 1986) ...................................................................................................25 

Cordes & Co. Fin. Services, Inc. v. A.G. Edwards & Sons, Inc., 

502 F.3d 91 (2d Cir. 2007).......................................................................................................40 

Date v. Sony Elecs., Inc., 

No. 07-15474, 2013 U.S. Dist. LEXIS 108095 (E.D. Mich. July 31, 2013) ...........................35 

Fidel v. Farley, 

534 F.3d 508 (6th Cir. 2008) ...................................................................................................43 

Golden v. City of Columbus, 

404 F.3d 950 (6th Cir. 2005) ...................................................................................................34 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 8 of 58 Pg ID 826
v 

Griffin v. Flagstar Bancorp, Inc., 

No. 2:10-cv-10610, 2013 U.S. Dist. LEXIS 173702 

(E.D. Mich. Dec. 12, 2013) .............................................................................................. passim

Hyland v. Homeservices of Am., Inc., 

No. 05-cv-612-R, 2008 U.S. Dist. LEXIS 90892 (W.D. Ky. Nov. 6, 2008) ...........................34 

In re Aluminum Phosphide Antitrust Litig., 

160 F.R.D. 609 (D. Kan. 1995)................................................................................................35

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

75 F.3d 1069 (6th Cir. 1996) .............................................................................................34, 36 

In re Ampicillin Antitrust Litig., 

82 F.R.D. 652 (D.D.C. 1979) ...................................................................................................30 

In re Blood Reagents Antitrust Litig., 

No. 09-2081, 2015 U.S. Dist. LEXIS 141909 (E.D. Pa. Oct. 19, 2015) .................................40 

In re Cardizem CD Antitrust Litig., 

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

In re Chambers Dev. Sec. Litig., 

912 F. Supp. 822 (W.D. Pa. 1995) ...........................................................................................27 

In re Corrugated Container Antitrust Litig., 

643 F.2d 195 (5th Cir. 1981) ...................................................................................................38 

In re Corrugated Container Antitrust Litig., 

MDL No. 310, 1981 U.S. Dist. LEXIS 9687 (S.D. Tex. June 4, 1981) ............................29, 30 

In re Delphi Corp. Sec. Derivatives & ERISA Litig., 

248 F.R.D. 483 (E.D. Mich. 2008) ..........................................................................................32 

In re Dynamic Random Access Memory (DRAM) Antitrust Litig., 

No. 02-1486, 2006 U.S. Dist. LEXIS 39841 (N.D. Cal. June 5, 2006) ...................................35 

In re Farmers Ins. Exchange, Claims Representatives’ Overtime Pay Litig., 

481 F.3d 1119 (9th Cir. 2007) .................................................................................................28 

In re Foundry Resins Antitrust Litig., 

242 F.R.D. 393 (S.D. Ohio 2007) .................................................................................... passim

In re Linerboard Antitrust Litig., 

292 F. Supp. 2d 631 (E.D. Pa. 2003) .................................................................................29, 30 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 9 of 58 Pg ID 827
vi 

In re Packaged Ice Antitrust Litig., 

No. 08-MD-01952, 2011 U.S. Dist. LEXIS 17255 

(E.D. Mich. Feb. 22, 2011) .............................................................................................. passim

In re Packaged Ice Antitrust Litig., 

No. 08-MDL-01952, 2011 U.S. Dist. LEXIS 150427 

(E.D. Mich. Dec. 13, 2011) ......................................................................................................26 

In re Packaged Ice Antitrust Litig., 

No. 08-MD-01952, 2010 U.S. Dist. LEXIS 140235 (E.D. Mich. Sept. 2, 2010) ....................32 

In re Packaged Ice Antitrust Litig., 

No. 08-MD-01952, 2010 U.S. Dist. LEXIS 77645 (E.D. Mich. Aug. 2, 2010) ................25, 30 

In re Pressure Sensitive Labelstock Antitrust Litig., 

584 F. Supp. 2d 697 (M.D. Pa. 2008) ......................................................................................30 

In re Rent-Way Sec. Litig., 

305 F. Supp. 2d 491 (W.D. Pa. 2003) ......................................................................................28 

In re Scrap Metal Antitrust Litig., 

527 F.3d 517 (6th Cir. 2008) .......................................................................................39, 40, 41 

In re Southeastern Milk Antitrust Litig., 

Master File No. 2:09-MD-1000, 2010 U.S. Dist. LEXIS 94223 

(E.D. Tenn. Sept. 7, 2010) .......................................................................................................33 

In re Sulzer Hip Prosthesis & Knee Prosthesis Liab. Litig., 

No. 01-cv-9000, 2001 U.S. Dist. LEXIS 26714 (E.D. Ohio Oct. 19, 2001) ...........................25 

In re Universal Serv. Fund Tel. Billing Practices Litig., 

219 F.R.D. 661 (D. Kan. 2004)................................................................................................42

In re Uranium Antitrust Litig., 

617 F.2d 1248 (7th Cir. 1980) .................................................................................................30 

In re Urethane Antitrust Litig., 

251 F.R.D. 629 (D. Kan. 2008)................................................................................................41

In re Vitamins Antitrust Litig., 

209 F.R.D. 251 (D.D.C. 2002) .................................................................................................40 

In re Warfarin Sodium Antitrust Litig., 

391 F.3d 516 (3d Cir. 2004).....................................................................................................28 

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

722 F.3d 838 (6th Cir. 2013) .................................................................................33, 35, 39, 41 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 10 of 58 Pg ID 828
vii 

Int’l Union, UAW v. Ford Motor Co., 

Nos. 05-74730, 06-10331, 2006 U.S. Dist. LEXIS 70471 

(E.D. Mich. July 13, 2006) ................................................................................................24, 36 

IUE-CWA v. Gen. Motors Corp., 

238 F.R.D. 583 (E.D. Mich. 2006) ..........................................................................................23 

Leonhardt v. ArvinMeritor, Inc., 

581 F. Supp. 2d 818 (E.D. Mich. 2008) ...................................................................................32 

Marcus v. Dep’t of Revenue, 

206 F.R.D. 509 (D. Kan. 2002)................................................................................................38

Miller v. Univ. of Cincinnati, 

241 F.R.D. 285 (S.D. Ohio 2006) ............................................................................................34 

Powers v. Hamilton Cnty. Public Defender Comm., 

501 F.3d 595 (6th Cir. 2007) ...................................................................................................40 

Rankin v. Rots, 

No. 02-cv-71045, 2006 U.S. Dist. LEXIS 45706 (E.D. Mich. June 28, 2006) .......................25 

Reed v. Advocate Health Care, 

268 F.R.D. 573 (N.D. Ill. 2009) ...............................................................................................41 

Robbins v. Koger Props., Inc., 

116 F.3d 1441 (11th Cir. 1997) ...............................................................................................28 

Rotuna v. W. Customer Mgmt. Grp., LLC, 

No. 09-cv-1608, 2010 U.S. Dist. LEXIS 58912 (N.D. Ohio June 15, 2010) ..........................42 

Sheick v. Auto Component Carrier LCC, 

No. 09-cv-14429, 2010 U.S. Dist. LEXIS 110411 (E.D. Mich. Oct. 18, 2010) ......................31 

Stout v. J.D. Byrider, 

228 F.3d 709 (6th Cir. 2000) ...................................................................................................36 

Thacker v. Chesapeake Appalachia, L.L.C., 

259 F.R.D. 262 (E.D. Ky. 2009) ........................................................................................31, 43 

Wal-Mart Stores, Inc. v. Dukes, 

131 S. Ct. 2541 (2011) .............................................................................................................33 

Other Authorities 

4 Herbert B. Newberg & Alba Conte, NEWBERG ON CLASS ACTIONS (4th ed. 

2005) ............................................................................................................................25, 31, 35 

MANUAL FOR COMPLEX LITIGATION (FOURTH) (2004) ............................................................24, 32 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 11 of 58 Pg ID 829
viii 

Statutes 

Antitrust Criminal Penalty Enforcement Reform Act, Pub. L. No. 108-237, § 

213(a)-(b), 118 Stat. 661 (June 22, 2004), as amended by Pub. L. No. 111-

190, 124 Stat. 1275 (June 9, 2010) ..........................................................................................10

Fed. R. Civ. P. 16 Advisory Committee’s Note (1983) .................................................................24 

Fed. R. Civ. P. 23 ................................................................................................................... passim

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 12 of 58 Pg ID 830
1 

EPPs, on behalf of themselves and all others similarly situated, by and through the 

undersigned Interim Co-Lead Class Counsel, respectfully submit this memorandum in support of 

their motion seeking preliminary approval of a settlement with the DENSO Defendants and 

provisional certification of the proposed Settlement Classes in the above-captioned actions. 

PRELIMINARY STATEMENT 

 Automotive parts, including Automotive Wire Harness Systems, Instrument Panel 

Clusters, Fuel Senders, Heater Control Panels, Alternators, Windshield Wiper Systems, 

Radiators Starters, Ignition Coils, Motor Generators, HID Ballasts, Inverters, Air Flow Meters, 

Fan Motors, Fuel Injection Systems, Power Window Motors, Automatic Transmission Fluid 

Warmers, Oil Coolers, Valve Timing Control Devices, Electronic Throttle Bodies, Air 

Conditioning Systems, Windshield Washer Systems, Spark Plugs, Oxygen Sensors and Air Fuel 

Ratio Sensors, and Ceramic Substrates (collectively, the “Alleged Parts”), are among the parts at 

issue in these coordinated multi-district proceedings, In re Automotive Parts Antitrust Litigation

(“Auto Parts Litigation”), MDL No. 2311. For the purpose of the proposed settlement, the 

automotive parts generally and the various automotive parts that are the subject of the abovecaptioned actions are defined2

 as follows: 

“Automotive Parts” means any part or part assembly as defined in Paragraph 12 of the 

Proposed Consolidated Amended Complaint, Case No. 2:13-cv-703 (Dec. 18, 2015), ECF No. 

57-1, but without regard to whether or not it was sold directly to an OEM. 

                                                            

2

 Unless otherwise defined herein, all capitalized terms shall have the same meaning as in the 

settlement agreement between EPPs and the DENSO Defendants, dated July 14, 12016. 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 13 of 58 Pg ID 831
2 

“Automotive Wire Harness Systems” has the meaning of that term as used in Paragraph 

3 of the Fourth Consolidated Class Action Complaint, Case No. 2:12-cv-00103 (Oct. 17, 2014), 

ECF No. 234. 

The Automotive Wire Harness Systems Defendants are: DENSO Corporation 

(“DENSO”), DENSO International America, Inc. (“DIAM”); Fujikura Ltd., Fujikura Automotive 

America LLC; Furukawa Electric Co., Ltd., American Furukawa, Inc.; Lear Corporation;

Kyungshin-Lear Sales and Engineering, LLC; Leoni Wiring Systems, Inc., Leonische Holding, 

Inc.; Sumitomo Electric Industries, Ltd., Sumitomo Wiring Systems, Ltd., Sumitomo Electric 

Wiring Systems, Inc., K&S Wiring Systems, Inc., Sumitomo Wiring Systems (U.S.A.) Inc. 

(collectively, “Sumitomo”); Yazaki Corporation, Yazaki North America, Inc. (together, 

“Yazaki”); Tokai Rika Co., Ltd., TRAM, Inc. d/b/a Tokai Rika U.S.A. Inc. (together, “Tokai 

Rika”); GS Electech, Inc., G.S. Wiring Systems Inc., G.S.W. Manufacturing Inc.; Mitsubishi 

Electric Corporation, Mitsubishi Electric US Holdings, Inc., Mitsubishi Electric Automotive 

America, Inc. (collectively, “MELCO”), Chiyoda Manufacturing Corporation, and Chiyoda USA 

Corporation. 

“Instrument Panel Clusters” has the meaning of that term as used in Paragraph 2 of the 

Second Consolidated Amended Class Action Complaint, Case No. 2:12-cv-00203 (Aug. 27, 

2014), ECF No. 94. 

The Instrument Panel Clusters Defendants are: Yazaki; DENSO, DIAM; Nippon Seiki 

Co., Ltd., N.S. International, Ltd., New Sabina Industries, Inc.; Continental Automotive 

Electronics LLC, Continental Automotive Korea Ltd., Continental Automotive Systems, Inc. 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 14 of 58 Pg ID 832
3 

“Fuel Senders” has the meaning of that term as used in Paragraph 2 of the Second 

Consolidated Amended Class Action Complaint, Case No. 2:12-cv-00303 (Aug. 27, 2014), ECF 

No. 86. 

The Fuel Senders Defendants are: Yazaki; DENSO and DIAM. 

“Heater Control Panels” has the meaning of that term as used in Paragraph 2 of the 

Second Consolidated Amended Class Action Complaint, Case No. 2:12-cv-00403 (Aug. 25, 

2014), ECF No. 103. 

The Heater Control Panels Defendants are: DENSO, DIAM; Sumitomo; Tokai Rika; 

Alps Electric Co., Ltd., Alps Electric (North America), Inc. and Alps Automotive Inc. 

 “Alternators” has the meaning of the term as used in Paragraph 2 of the Consolidated 

Amended Class Action Complaint3

, Case No. 2:13-cv-00703 (July 16, 2015), ECF No. 41. 

The Alternators Defendants are: DENSO, DIAM; MELCO; Hitachi, Ltd., Hitachi 

Automotive Systems, Ltd. (together, “Hitachi”); Robert Bosch GmbH, Bosch Electrical Drives 

Co., Ltd., Robert Bosch LLC (together, “Bosch”); Mitsuba Corporation and American Mitsuba 

Corporation (together, “Mitsuba”). 

“Windshield Wiper Systems” has the meaning of that term as used in Paragraph 2 of the 

Corrected Consolidated Amended Class Action Complaint, Case No. 2:13-cv-00903 (Feb. 10, 

2015), ECF No. 60. 

                                                            

3

 End-Payor Plaintiffs operative complaints in the Alternators and Starters Actions are identical 

to one another. End-Payor Plaintiffs intend to amend these complaints so as to, among other 

things, limit one to Alternators and the other to Starters. 

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4 

The Windshield Wiper Systems Defendants are: DENSO, DIAM, DENSO International 

Korea Corporation (“DIKR”), DENSO Korea Automotive Corporation, ASMO Co., Ltd., ASMO 

North America, LLC, ASMO Greenville of North Carolina, Inc.; Mitsuba; and Bosch. 

“Radiators” has the meaning of that term as used in Paragraph 3 of the Consolidated 

Amended Class Action Complaint, Case No. 2:13-cv-01003 (June 13, 2014), ECF No. 28. 

The Radiators Defendants are: CalsonicKansei Corporation, CalsonicKansei North 

America, Inc. (together, “Calsonic”); DENSO, DIAM; T.RAD Co., Ltd., T.RAD North America, 

Inc. (together, “T.RAD”); and Mitsuba. 

“Starters” has the meaning of the term as used in Paragraphs 3 of the Consolidated 

Amended Class Action Complaint4, Case No. 2:13-cv-01103 (July 16, 2015), ECF No. 51. 

The Starters Defendants are: DENSO, DIAM; MELCO; Hitachi; Bosch; and Mitsuba. 

“Ignition Coils” has the meaning of that term as used in Paragraph 2 of the Consolidated 

Amended Class Action Complaint, Case No. 2:13-cv-01403 (Aug. 11, 2015), ECF No. 40; 

The Ignition Coils Defendants are: DENSO, DIAM; Diamond Electric Mfg. Co., Ltd., 

Diamond Electric Mfg. Corporation; Hitachi; MELCO; Toyo Denso Co. Ltd., and Weastec Inc. 

“Motor Generators” has the meaning of that term as used in Paragraph 3 of the 

Consolidated Amended Class Action Complaint, Case No. 2:13-cv-01503 (June 13, 2014), ECF 

No. 11. 

The Motor Generators Defendants are: DENSO, DIAM; and Hitachi. 

“HID Ballasts” has the meaning of that term as used in Paragraph 3 of the Consolidated 

Amended Class Action Complaint, Case No. 2:13-cv-01703 (June 13, 2014), ECF No. 10. 

                                                            

4 See n.3, supra. 

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The HID Ballasts Defendants are: DENSO, DIAM; Panasonic Corporation, Panasonic 

Corporation of North America (together, “Panasonic”); Stanley Electric Co., Ltd., Stanley 

Electric U.S. Co., Inc., II Stanley Co., Inc.; Koito Manufacturing Co., Ltd., North American 

Lighting, Inc.; and MELCO. 

“Inverters” has the meaning of that term as used in Paragraph 2 of the Consolidated 

Amended Class Action Complaint, Case No. 2:13-cv-01803 (Dec. 19, 2014), ECF No. 18. 

The Inverters Defendants are: DENSO, DIAM; and Hitachi. 

“Air Flow Meters” has the meaning of that term as used in Paragraph 3 of the Class 

Action Complaint for Damages and Injunctive Relief, Case No. 2:13-cv-14198 (Oct. 2, 2013), 

ECF No. 1. 

The Air Flow Meters Defendants are: DENSO, DIAM; and Hitachi.5 

“Fan Motors” have the meaning of the term as used in Paragraph 3 of the Consolidated 

Amended Class Action Complaint, Case No. 2:13-cv-02003 (June 12, 2014), ECF No. 13. 

The Fan Motors Defendant is: Presently, just Mitsuba6. 

“Fuel Injection Systems” has the meaning of that term as used in Paragraph 2 of the 

Corrected Consolidated Amended Class Action Complaint, Case No. 2:13-cv-02203 (Jan. 16, 

2015), ECF No. 28. 

                                                            

5

 Because End-Payor Plaintiffs’ operative complaint in the Fuel Injection Systems Action defines 

Fuel Injection Systems to include Air Flow Meters, End-Payor Plaintiffs intend to consolidate 

the Air Flow Meters and Fuel Injection Systems Actions. For the sole purpose of implementing 

the Settlement Agreement, and subject to a reservation of all rights, the DENSO Defendants will 

not oppose such consolidation. 

6

 End-Payor Plaintiffs intend to amend the Fan Motors complaint to name one or more of the 

DENSO Defendants as a Defendant in the Fan Motors Action. 

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The Fuel Injection Systems Defendants are: Aisan Industry Co., Ltd., Franklin Precision 

Industry, Inc., Aisan Corporation of America, Hyundam Industrial Co., Ltd.; DENSO, DIAM, 

DIKR; Hitachi; Keihin Corporation, Keihin North America, Inc.; Mikuni Corporation, Mikuni 

American Corporation (together, “Mikuni”); Mitsuba; MELCO; and Bosch. 

“Power Window Motors” has the meaning of that term as used in Paragraph 3 of the 

Consolidated Amended Class Action Complaint, Case No. 2:13-cv-02303 (June 17, 2014), ECF 

No. 18. 

The Power Window Motors Defendants are: DENSO, DIAM; and Mitsuba. 

“Automatic Transmission Fluid Warmers” and “Oil Coolers” have the meaning of 

those terms as used in Paragraphs 2 and 3 of the Consolidated Amended Class Action Complaint, 

Case No. 2:13-cv-02403 (Aug. 26, 2015), ECF No. 17. 

The Automatic Transmission Fluid Warmers and Oil Coolers Defendants are: DENSO, 

DIAM; T.RAD; and Calsonic. 

“Valve Timing Control Devices” has the meaning of that term as used in Paragraph 2 of 

the Second Corrected Consolidated Amended Class Action Complaint, Case No. 2:13-cv-02503 

(Feb. 18, 2015), ECF No. 53. 

The Valve Timing Control Devices Defendants are: Aisin Seiki Co., Ltd., Aisin 

Automotive Casting, LLC; DENSO, DIAM, DIKR; Hitachi; MELCO; and Mikuni. 

“Electronic Throttle Bodies” has the meaning of that term as used in Paragraph 3 of the 

Class Action Complaint for Damages and Injunctive Relief, Case No. 2:13-cv-14229 (Oct. 3, 

2013), ECF No. 1. 

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The Electronic Throttle Bodies Defendant is: Hitachi.7

“Air Conditioning Systems” has the meaning of that term as used in Paragraph 3 of the 

Consolidated Class Action Complaint, Case No. 2:13-cv-02703 (Sept. 4, 2015), ECF No. 31. 

The Air Conditioning Systems Defendants are: Valeo Japan Co., Ltd., Valeo Inc., Valeo 

Electrical Systems, Inc., Valeo Climate Control Corp.; Mitsubishi Heavy Industries, Ltd., 

Mitsubishi Heavy Industries America, Inc., Mitsubishi Heavy Industries Climate Control, Inc.; 

DENSO, DIAM; Sanden Automotive Components Corporation, Sanden Automotive Climate 

Systems Corporation, Sanden International (U.S.A.) Inc.; Showa Denko K.K., Showa Aluminum 

Corporation of America; Calsonic; Panasonic; MAHLE Behr GmbH & Co. KG and MAHLE 

Behr USA Inc. 

“Windshield Washer Systems” has the meaning of that term as used in Paragraph 3 of 

the Consolidated Amended Class Action Complaint, Case No. 2:13-cv-02803 (June 12, 2014), 

ECF No. 8. 

The Windshield Washer Defendants are: DENSO, ASMO Co., Ltd., DIAM, ASMO 

North America, LLC, ASMO Manufacturing, Inc.; and Mitsuba. 

“Spark Plugs,” “Oxygen Sensors,” and “Air Fuel Ratio Sensors” have the meaning of 

those terms as used in Paragraphs 2 through 4 of the Class Action Complaint, Case No. 2:15-cv11868 (May 22, 2015), ECF No. 2. 

The Spark Plugs, Oxygen Sensors and Air Fuel Ratio Sensors Defendants are: DENSO, 

DIAM, DENSO Automotive Deutschland GmbH; NGK Spark Plug Co. Ltd., NGK Spark Plugs 

(U.S.A.), Inc.; Robert Bosch GmbH and Robert Bosch LLC. 

                                                            

7

 Because End-Payor Plaintiffs’ operative complaint in the Fuel Injection Systems Action defines 

Fuel Injection Systems to include Electronic Throttle Bodies, End-Payor Plaintiffs intend to 

consolidate the Electronic Throttle Bodies and Fuel Injection Systems Actions. 

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8 

“Ceramic Substrates” has the meaning of that term as used in Paragraph 2 of the Class 

Action Complaint, Case No. 2:16-cv-11804 (May 20, 2016), ECF No. 2. 

The Ceramic Substrates Defendants are: DENSO Corporation, DIAM; NGK Insulators 

Ltd., NGK Automotive Ceramics USA, Inc.; Corning International Kabushiki Kaisha and 

Corning Incorporated. 

These actions arise from conspiracies by and among the automotive industry’s largest 

manufacturers, marketers, and sellers of automotive parts to fix prices, rig bids, and allocate the 

market and customers in the United States for the sale of such products. 

EPPs filed class action complaints involving the Alleged Parts against the abovereferenced Defendants between January 31, 2012 and May 20, 2016. The Complaints assert 

claims for relief under the Sherman Act, 15 U.S.C. § 1, and various State antitrust, unjust 

enrichment, and consumer protection laws. On December 18, 2015, EPPs filed a motion for 

leave to file a Proposed Consolidated Amended Complaint, in which the EPPs alleged a broad 

conspiracy as to “Automotive Parts,” as defined in Paragraph 12 of the Proposed Consolidated 

Amended Complaint. See, e.g., Alternators, 2:13-cv-00703 (Dec. 18, 2015), ECF No. 57-1. On 

April 13, 2016, the Court denied EPPs’ Motion to Consolidate and Amend Complaints and to 

proceed with the Proposed Consolidated Amended Complaint. The Court’s decision is subject to 

appeal. 

EPPs’ Complaints involving the Alleged Parts were coordinated as part of the Auto Parts 

Litigation. The Court also appointed the undersigned firms as Interim Co-Lead Class Counsel 

and Interim Liaison Counsel for the End-Payor Plaintiffs in the Master Docket for MDL No. 

2311. See Case Management Order No. 3, Master File No. 2:12-md-2311, Case No. 2:12-cv00100 (Aug. 7, 2012, ECF No. 271). From the inception of these cases, Interim Co-Lead Class 

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Counsel have represented the interests of the classes of EPPs, including overseeing and directing 

the prosecution and settlement of the claims brought against the DENSO Defendants. This 

proposed settlement is a result of those efforts. 

EPPs and the classes they represent are consumers and businesses who (i) purchased or 

leased a new Vehicle (defined below) in the United States not for resale containing one or more 

of the Alleged Parts manufactured or sold by DENSO, its co-defendant(s) or conspirator(s) or (ii) 

indirectly purchased one or more of the Alleged Parts manufactured or sold by DENSO, its codefendant(s) or conspirator(s) as replacement parts. 

EPPs allege that Defendants agreed to and did unlawfully fix, artificially raise, maintain 

and/or stabilize prices, rig bids for, and allocate the supply of the Alleged Parts, and then sold 

those products at supracompetitive prices to automobile manufacturers in the United States and 

elsewhere. See, e.g., EPPs’ Corrected Consolidated Amended Complaint in In re Fuel Injection 

Systems ¶¶ 1, 121. 

The United States Department of Justice (“DOJ”) has been investigating collusion by 

automotive parts manufacturers since at least February 2010, and the Federal Bureau of 

Investigation (“FBI”) has participated in raids and executed search warrants carried out in some 

of Defendants’ offices. As a result of the DOJ investigation, DENSO Corporation (1) agreed to 

plead guilty and pay a $78 million criminal fine for conspiring to suppress and eliminate 

competition in the automotive parts industry by agreeing to rig bids for, and to fix, stabilize, and 

maintain the prices of (a) certain electronic control units (“ECUs”) sold to an automobile 

manufacturer in the United States and elsewhere from at least as early as January 2000 until at 

least February 2010, in violation of the Sherman Act, 15 U.S.C. § 1, and (b) heater control panels 

(“HCPs”) sold to an automobile manufacturer in the United States and elsewhere from at least as 

2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 21 of 58 Pg ID 839
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early as January 2000 until at least February 2010, in violation of the Sherman Act, 15 U.S.C. § 

1, and (2) agreed to cooperate with the DOJ in its investigation into alleged antitrust violations as 

to the manufacture and sale of ECUs and HCPs, and any litigation or other proceedings arising 

or resulting from such investigation to which the United States is a party. See Plea Agreement at 

¶ 4, 11, United States v. DENSO Corp., Case No. 2:12-cr-20063-GCS-PJK (E.D. Mich. Mar. 5, 

2012) (ECF No. 9). 

The settlement between the EPPs and the DENSO Defendants is meaningful and 

substantial and will result in a payment of $193,800,000 for the benefit of the EPP Classes, a 

very significant achievement in this litigation. The monetary component of the settlement is 

particularly valuable in light of the fact that had the case proceeded to trial, DENSO would have 

argued that it was subject to limited liability because, as the leniency applicant in many cases, it 

would not have been subject to joint and several liability and treble damages in those cases under 

the Antitrust Criminal Penalty Enforcement Reform Act (“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). Standing alone, the monetary recovery from the DENSO Defendants is 

remarkable, but the settlement is also valuable to the EPPs in that it requires the DENSO 

Defendants to: (1) agree to an injunction prohibiting them for a period of two years beginning 

on the date of entry of the final order and judgment, from engaging in any price-fixing, bidrigging, or market allocation as to any Automotive Part in violation of Section 1 of the Sherman 

Act; and (2) provide comprehensive cooperation in the form of, inter alia, interviews with and 

depositions of witnesses, and the production of certain documents (including transactional data), 

related to the claims asserted in these cases. The ability to obtain such assistance without 

protracted and expensive discovery is extremely valuable to the EPPs. The DENSO Defendants’ 

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cooperation agreement will greatly enhance the EPPs’ ability to prosecute their claims against 

the remaining non-settling Defendants. 

Additionally, the DENSO Defendants’ sales will remain in the case for purposes of 

computing the treble damages claim against the non-settling Defendants in accordance with 

governing law and shall be part of any joint and several liability claims against other current or 

future defendants. See Settlement Agreement ¶ 62. The EPPs and the members of the proposed 

Settlement Classes will retain their ability to recover from the remaining Defendants the entire 

amount of damages caused by the alleged conspiracies, even those attributable to the DENSO 

Defendants, less only the amount paid by the DENSO Defendants in settlement. 

EPPs and their Interim Co-Lead Class Counsel believe, for all the reasons set forth 

herein, that the settlement with the DENSO Defendants is in the best interest of the proposed 

Settlement Classes and merits the Court’s preliminary approval. EPPs therefore request the entry 

of an Order: 

1. Preliminarily approving the settlement; 

2. Provisionally certifying the proposed Settlement Classes; 

3. Staying the proceedings against the DENSO Defendants in accordance with the 

terms of the Settlement Agreement; and 

4. Appointing Interim Co-Lead Class counsel for EPPs as Settlement Class Counsel 

for this settlement. 

THE BASIC TERMS AND BACKGROUND OF THE SETTLEMENT AGREEMENT 

 The Settlement Agreement with the DENSO Defendants arises from extensive arm’s 

length and good faith negotiations in addition to a two-day in-person mediation with a highly 

experienced mediator from JAMS, followed by continuing negotiations between the parties with 

the assistance of the mediator. In connection with the mediation, EPPs’ counsel participated in 

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intensive fact-gathering sessions and informational meetings, as well as extensive negotiations 

that took place over several months through telephone calls, in-person meetings, and other 

communications. 

Settlement Classes: The Settlement Agreement defines the Settlement Classes in the 

various actions as follows: 

(a) “Automotive Wire Harness Systems Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Automotive Wire Harness Systems as a component part, or indirectly 

purchased one or more Automotive Wire Harness Systems as a replacement part, 

which were manufactured or sold by a Defendant, any current or former 

subsidiary of a Defendant, or any co-conspirator of a Defendant. Excluded from 

the Automotive Wire Harness Systems Settlement Class are Defendants, their 

parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Automotive Wire Harness Systems directly or for resale. 

(b) “Instrument Panel Clusters Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Instrument Panel Clusters as a component part, or indirectly 

purchased one or more Instrument Panel Clusters as a replacement part, which 

were manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Instrument 

Panel Clusters Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

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

and instrumentalities, and persons who purchased Instrument Panel Clusters 

directly or for resale. 

(c) “Fuel Senders Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

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one or more Fuel Senders as a component part, or indirectly purchased one or 

more Fuel Senders as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the Fuel Senders Settlement Class are 

Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

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

persons who purchased Fuel Senders directly or for resale. 

(d) “Heater Control Panels Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Heater Control Panels as a component part, or indirectly purchased 

one or more Heater Control Panels as a replacement part, which were 

manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Heater 

Control Panels Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

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

and instrumentalities, and persons who purchased Heater Control Panels directly 

or for resale. 

(e) “Alternators Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Alternators as a component part, or indirectly purchased one or more 

Alternators as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the Alternators Settlement Class are Defendants, 

their parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Alternators directly or for resale.8

(f) “Windshield Wiper Systems Settlement Class” is defined as: 

                                                            

8 See n.3, supra. 

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All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Windshield Wiper Systems as a component part, or indirectly 

purchased one or more Windshield Wiper Systems as a replacement part, which 

were manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Windshield 

Wiper Systems Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

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

and instrumentalities, and persons who purchased Windshield Wiper Systems 

directly or for resale. 

(g) “Radiators Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Radiators as a component part, or indirectly purchased one or more 

Radiators as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the Radiators Settlement Class are Defendants, 

their parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Radiators directly or for resale. 

(h) “Starters Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Starters as a component part, or indirectly purchased one or more 

Starters as a replacement part, which were manufactured or sold by a Defendant, 

any current or former subsidiary of a Defendant, or any co-conspirator of a 

Defendant. Excluded from the Starters Settlement Class are Defendants, their 

parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Starters directly or for resale.9

 

                                                            

9 See n.3, supra. 

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(i) “Ignition Coils Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Ignition Coils as a component part, or indirectly purchased one or 

more Ignition Coils as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the Ignition Coils Settlement Class are 

Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

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

persons who purchased Ignition Coils directly or for resale. 

(j) “Motor Generators Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Motor Generators as a component part, or indirectly purchased one or 

more Motor Generators as a replacement part, which were manufactured or sold 

by a Defendant, any current or former subsidiary of a Defendant, or any coconspirator of a Defendant. Excluded from the Motor Generators Settlement 

Class are Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

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

persons who purchased Motor Generators directly or for resale. 

(k) “HID Ballasts Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more HID Ballasts as a component part, or indirectly purchased one or 

more HID Ballasts as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the HID Ballasts Settlement Class are 

Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

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

persons who purchased HID Ballasts directly or for resale. 

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(l) “Inverters Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Inverters as a component part, or indirectly purchased one or more 

Inverters as a replacement part, which were manufactured or sold by a Defendant, 

any current or former subsidiary of a Defendant, or any co-conspirator of a 

Defendant. Excluded from the Inverters Settlement Class are Defendants, their 

parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Inverters directly or for resale. 

(m) “Fan Motors Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Fan Motors as a component part, or indirectly purchased one or more 

Fan Motors as a replacement part, which were manufactured or sold by a 

Defendant, any current or former subsidiary of a Defendant, or any co-conspirator 

of a Defendant. Excluded from the Fan Motors Settlement Class are Defendants, 

their parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased Fan 

Motors directly or for resale.10

(n) “Fuel Injection Systems Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Fuel Injection Systems as a component part, or indirectly purchased 

one or more Fuel Injection Systems as a replacement part, which were 

manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Fuel 

Injection Systems Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

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

                                                            

10 See n. 6, supra. 

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and instrumentalities, and persons who purchased Fuel Injection Systems directly 

or for resale.11

(o) “Power Window Motors Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Power Window Motors as a component part, or indirectly purchased 

one or more Power Window Motors as a replacement part, which were 

manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Power 

Window Motors Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

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

and instrumentalities, and persons who purchased Power Window Motors directly 

or for resale. 

(p) “Automatic Transmission Fluid Warmers and Oil Coolers Settlement 

Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Automatic Transmission Fluid Warmers or Oil Coolers as a 

component part, or indirectly purchased one or more Automatic Transmission 

Fluid Warmers or Oil Coolers as a replacement part, which were manufactured or 

sold by a Defendant, any current or former subsidiary of a Defendant, or any coconspirator of a Defendant. Excluded from the Automatic Transmission Fluid 

Warmers and Oil Coolers Settlement Class are Defendants, their parent 

companies, subsidiaries and affiliates, any co-conspirators, federal governmental 

entities and instrumentalities of the federal government, states and their 

subdivisions, agencies and instrumentalities, and persons who purchased 

Automatic Transmission Fluid Warmers or Oil Coolers directly or for resale. 

(q) “Valve Timing Control Devices Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

                                                            

11 Because the Fuel Injection Systems Settlement Class includes end-payor purchasers of Air 

Flow Meters and Electronic Throttle Bodies, the Agreement does not provide for separate 

settlement classes for end-payor purchasers of those products. 

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one or more Valve Timing Control Devices as a component part, or indirectly 

purchased one or more Valve Timing Control Devices as a replacement part, 

which were manufactured or sold by a Defendant, any current or former 

subsidiary of a Defendant, or any co-conspirator of a Defendant. Excluded from 

the Valve Timing Control Devices Settlement Class are Defendants, their parent 

companies, subsidiaries and affiliates, any co-conspirators, federal governmental 

entities and instrumentalities of the federal government, states and their 

subdivisions, agencies and instrumentalities, and persons who purchased Valve 

Timing Control Devices directly or for resale. 

(r) “Air Conditioning Systems Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Air Conditioning Systems as a component part, or indirectly 

purchased one or more Air Conditioning Systems as a replacement part, which 

were manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Air 

Conditioning Systems Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

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

and instrumentalities, and persons who purchased Air Conditioning Systems 

directly or for resale. 

(s) “Windshield Washer Systems Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Windshield Washer Systems as a component part, or indirectly 

purchased one or more Windshield Washer Systems as a replacement part, which 

were manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Windshield 

Washer Systems Settlement Class are Defendants, their parent companies, 

subsidiaries and affiliates, any co-conspirators, federal governmental entities and 

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

and instrumentalities, and persons who purchased Windshield Washer Systems 

directly or for resale. 

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(t) “Spark Plugs, Oxygen Sensors, and Air Fuel Ratio Sensors Settlement 

Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Spark Plugs, Oxygen Sensors, or Air Fuel Ratio Sensors as a 

component part, or indirectly purchased one or more Spark Plugs, Oxygen 

Sensors, or Air Fuel Ratio Sensors as a replacement part, which were 

manufactured or sold by a Defendant, any current or former subsidiary of a 

Defendant, or any co-conspirator of a Defendant. Excluded from the Spark Plugs, 

Oxygen Sensors, and Air Fuel Ratio Sensors Settlement Class are Defendants, 

their parent companies, subsidiaries and affiliates, any co-conspirators, federal 

governmental entities and instrumentalities of the federal government, states and 

their subdivisions, agencies and instrumentalities, and persons who purchased 

Spark Plugs, Oxygen Sensors, or Air Fuel Ratio Sensors directly or for resale. 

(u) “Ceramic Substrates Settlement Class” is defined as: 

All persons and entities who, from January 1, 1998, through the Execution Date, 

purchased or leased a new Vehicle in the United States not for resale that included 

one or more Ceramic Substrates as a component part, or indirectly purchased one 

or more Ceramic Substrates as a replacement part, which were manufactured or 

sold by a Defendant, any current or former subsidiary of a Defendant, or any coconspirator of a Defendant. Excluded from the Ceramic Substrates Settlement 

Class are Defendants, their parent companies, subsidiaries and affiliates, any coconspirators, federal governmental entities and instrumentalities of the federal 

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

persons who purchased Ceramic Substrates directly or for resale. 

Settlement Agreement at ¶ 20. 

 “Vehicle” is defined in the Agreement to mean “any automobile, car, light truck, 

pickup truck, crossover, van, mini-van, sport utility vehicle, or similar motor vehicle.” 

 Settlement Amount: The DENSO Defendants have agreed to pay $193,800,000 by 

wiring such funds to one or more escrow accounts (“Escrow Account(s)”) established at Wells 

Fargo Bank within thirty (30) days following the later of (a) the date the Court grants preliminary 

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approval of this proposed settlement or (b) the DENSO Defendants are provided with the 

account number, account name, and wiring information for the Escrow Account(s). Id. ¶¶ at 34, 

36. After the Settlement Amount has been paid into the Escrow Account(s) at Wells Fargo 

Bank, EPPs shall allocate the Settlement Amount as follows: 

 for the Automotive Wire Harness Systems Settlement Class, $14,531,801; 

 for the Instrument Panel Clusters Settlement Class, $7,525,762; 

 for the Fuel Senders Settlement Class, $187,823; 

 for the Heater Control Panels Settlement Class, $14,676,679; 

 for the Alternators Settlement Class, $50,449,261; 

 for the Windshield Wiper Systems Settlement Class, $3,310,103; 

 for the Radiators Settlement Class, $15,760,989; 

 for the Starters Settlement Class, $9,709,228; 

 for the Ignition Coils Settlement Class, $16,746,824; 

 for the Motor Generators Settlement Class, $142,120; 

 for the HID Ballasts Settlement Class, $1,424,803; 

 for the Inverters Settlement Class, $142,120; 

 for the Fan Motors Settlement Class, $142,120; 

 for the Fuel Injection Systems Settlement Class, $19,392,650; 

 for the Power Window Motors Settlement Class, $142,120; 

 for the Automatic Transmission Fluid Warmers and Oil Coolers 

Settlement Class, $1,662,943; 

 for the Valve Timing Control Devices Settlement Class, $4,362,039; 

 for the Air Conditioning Systems Settlement Class, $21,836,133; 

 for the Windshield Washer Systems Settlement Class, $362,978; 

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 for the Spark Plugs, Oxygen Sensors and Air Fuel Ratio Sensors 

Settlement Class, $9,760,366; and 

 for the Ceramic Substrates Settlement Class, $1,531,138. 

Cooperation: In addition to the ACPERA cooperation that they have already provided 

EPPs, the DENSO Defendants have agreed to provide extensive cooperation to the EPPs that 

will significantly aid in their prosecution of claims against the remaining Defendants. A general 

summary of the DENSO Defendants’ cooperation obligations is provided below. The terms of 

this cooperation agreement are set forth in more detail in Section J (¶¶ 43-56) of the Settlement 

Agreement. The DENSO Defendants’ obligation to cooperate includes, among many other 

things, the duty to provide: 

a. Transactional Data concerning the DENSO Defendants’ bids for and sales 

of the Alleged Parts, to the extent that EPPs continue to pursue claims 

against one or more other Defendants with respect to the respective part at 

the time of production; 

b. Additional Documents, if any, related to any Alleged Parts to the extent 

End-Payor Plaintiffs continue to pursue claims against one or more other 

Defendants with respect to the respective part at the time of production; 

c. Subject to certain conditions, as set forth in the Settlement Agreement, a 

list of current or former officers, directors, or employees who were 

interviewed by any Government Entity, who testified before a grand jury 

in connection with the DOJ’s investigation, or were disclosed to any 

Government Entity as having knowledge of alleged antitrust violations as 

to the Alleged Parts; and 

d. Witness interviews, deposition testimony, declarations or affidavits, and 

trial testimony in any of the Actions related to any Alleged Parts to the 

extent End-Payor Plaintiffs continue to pursue claims against one or more 

other Defendants. 

Id. at ¶¶ 44, 45, 48. 

Injunction: The Settlement Agreement provides that the terms of the order and final 

judgment to be entered against the DENSO Defendants will include an injunction that prohibits 

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the DENSO Defendants, “for a period of two years beginning on the date of entry of the final 

order and judgment, from engaging in any price-fixing, bid-rigging, or market allocation as to 

any Automotive Part in violation of Section 1 of the Sherman Act.” Id. at ¶ 29(g). 

Released Claims: The Settlement Agreement releases only the DENSO Defendants (and 

their respective past and present parents, subsidiaries, affiliates, partners, insurers, and all other 

persons, partnerships or corporations with whom any of the foregoing have been, or are now, 

affiliated, and each of their respective past and present officers, directors, employees, agents, 

stockholders, attorneys, servants, representatives, and insurers, and the predecessors, successors, 

heirs, executors, administrators and assigns of any of the foregoing) from all claims arising out 

of or relating in any way to any conduct alleged in the Complaints, the Proposed Consolidated 

Amended Complaint, or any act or omission of the DENSO Defendants, concerning any or all 

Released Parts. See Settlement Agreement ¶¶ 18, 19, 32. 

 The release does not include (1) any claims based on direct purchases of Released Parts; 

(2) any claims made in the MDL Proceeding with respect to an indirect purchase of a Released 

Part, for resale; (3) any claims made by any State, State agency, or instrumentality or political 

subdivision of a State, as to government purchases and/or penalties relating to Released Parts; (4) 

claims involving any negligence, personal injury, breach of contract, bailment, failure to deliver 

lost goods, damaged or delayed goods, product defect, warranty, securities, or similar claim 

relating to Released Parts; (5) claims concerning any product other than Released Parts; (6) 

claims under laws other than those of the United States relating to purchases of Released Parts 

made outside of the United States; and (7) damage claims under the state or local laws of any 

jurisdiction other than an Indirect Purchaser State relating to purchases or leases made by 

Releasors outside of an Indirect Purchaser State. Id. ¶ 32. The Settlement Agreement also 

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provides that the DENSO Defendants’ sales shall remain in the continuing litigation against the 

non-settling Defendants, who remain jointly and severally liable for all damages caused by the 

conspiracies. Id. ¶ 62. 

ARGUMENT 

The Settlement Agreement is not only fair, reasonable, and adequate—resulting from 

extensive arm’s length negotiations by experienced counsel with the assistance of an experienced 

mediator—but also a thoughtfully conceived resolution of the proposed Settlement Classes’ 

claims that maximizes their recovery. Indeed, the monetary component of the settlement with 

the DENSO Defendants is the largest, to date, in the Auto Parts Litigation. Moreover, the 

settlement with the DENSO Defendants effectively resolves EPPs’ claims against all defendants 

in several cases12 and guarantees cooperation by the DENSO Defendants in the continued 

prosecution of EPPs’ claims in all of the other outstanding cases subject to this Agreement. 

I. Preliminary Approval Should be Granted Because the Proposed Settlement Falls 

Well Within the Range of Possible Approval. 

It is well-established in the Sixth Circuit that there is an overriding public interest in 

settling and quieting litigation, particularly class actions. See Griffin v. Flagstar Bancorp, Inc., 

No. 2:10-cv-10610, 2013 U.S. Dist. LEXIS 173702, at *6 (E.D. Mich. Dec. 12, 2013) (citing 

UAW v. Gen. Motors. Corp., 497 F.3d 615, 631 (6th Cir. 2007) (noting “the federal policy 

favoring settlement of class actions”)); see also IUE-CWA v. Gen. Motors Corp., 238 F.R.D. 

583, 593 (E.D. Mich. 2006). “This policy applies with equal force whether the settlement is 

partial, involving only some of the defendants, or complete.” In re Packaged Ice Antitrust Litig., 

                                                            

12 The settlement with the DENSO Defendants resolves all of EPPs’ claims in the following 

actions: (1) Fuel Senders, Case No. 2:12-cv-00303; (2) Motor Generators, Case No. 2:13-cv01503; and (3) Inverters, Case No. 2:13-cv-01803. 

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No. 08-MD-01952, 2011 U.S. Dist. LEXIS 17255, at *44 (E.D. Mich. Feb. 22, 2011) 

(“Packaged Ice”); see also Agretti v. ANR Freight Sys., Inc., 982 F.2d 242, 247 (7th Cir. 1992) 

(“In complex litigation with a plaintiff class, ‘partial settlements often play a vital role in 

resolving class actions’”) (quoting MANUAL FOR COMPLEX LITIGATION (SECOND) § 30.46 

(1986)). In fact, “settlement should be facilitated at as early a stage of the litigation as possible.” 

Fed. R. Civ. P. 16 Advisory Committee’s Note (1983) (citing 6A CHARLES ALAN WRIGHT &

ARTHUR R. MILLER, FEDERAL PRACTICE AND PROCEDURE § 1522, at 225-26 (1971)); see also

MANUAL FOR COMPLEX LITIGATION (FOURTH) § 13.12 (2004) (“Manual”) (“[S]ettlement should 

be explored early in the case.”). 

 Approval of a proposed class action settlement proceeds in two steps. First, the court 

grants preliminary approval to the settlement and provisionally certifies a settlement class. 

Second, after notice of the settlement is provided to the class and the court conducts a fairness 

hearing, the court may grant final approval to the settlement. See Manual § 21.63; see also 

Bobbitt v. Acad. of Reporting, No. 07-10742, 2009 U.S. Dist. LEXIS 62365, at *4 (E.D. Mich. 

Jul. 21, 2009) (citing authorities). 

 A proposed settlement agreement should be preliminarily approved if “the preliminary 

evaluation of the proposed settlement does not disclose grounds to doubt its fairness or other 

obvious deficiencies . . . and [the settlement] appears to fall within the range of possible 

approval.” Manual § 30.41 at 237; see also Int’l Union, UAW v. Ford Motor Co., Nos. 05-74730, 

06-10331, 2006 U.S. Dist. LEXIS 70471, at *11 (E.D. Mich. July 13, 2006). The district court’s 

role in reviewing settlements “must be limited to the extent necessary to reach a reasoned 

judgment that the agreement is not the product of fraud or overreaching by, or collusion between, 

the negotiating parties, and that the settlement, taken as a whole, is fair, reasonable and adequate 

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to all concerned.” Clark Equip. Co. v Int’l Union of Allied Industrial Workers of Am., 803 F.2d 

878, 880 (6th Cir. 1986). Courts adhere to “an initial presumption of fairness when a proposed 

class settlement, which was negotiated at arm’s length by counsel for the class, is presented for 

court approval.” 4 Herbert B. Newberg & Alba Conte, NEWBERG ON CLASS ACTIONS § 11.41 (4th 

ed. 2005) (“Newberg”) (collecting cases); cf. Rankin v. Rots, No. 02-cv-71045, 2006 U.S. Dist. 

LEXIS 45706, at *9 (E.D. Mich. June 28, 2006) (“[T]he only question . . . is whether the 

settlement, taken as a whole, is so unfair on its face as to preclude judicial approval.”) (internal 

quotation marks omitted). 

In considering whether to grant preliminary approval, the court is not required to make a 

final determination of the adequacy of the settlement or to delve extensively into the merits of 

the settlement. See In re Sulzer Hip Prosthesis & Knee Prosthesis Liab. Litig., No. 01-cv-9000, 

2001 U.S. Dist. LEXIS 26714, at *17 (E.D. Ohio Oct. 19, 2001) (“Sulzer Hip”). These inquiries 

are reserved for the final approval stage of the class settlement approval process. Nor will any 

class member’s substantive rights be prejudiced by preliminary approval because the proposed 

preliminary approval is solely to provide authority for notifying the class of the terms of the 

settlement agreement to set the stage for review of its final approval. Id.; Newburg § 11.25. 

Consequently, courts generally engage only in a limited inquiry to determine whether a proposed 

settlement falls within the range of possible approval and thus should be preliminarily approved. 

Sulzer Hip, 2001 U.S. Dist. LEXIS 26714, at *17-18 (preliminary approval may be based on 

“informal presentations” because of “substantial judicial processes that remain”) (quoting 

MANUAL FOR COMPLEX LITIGATION (THIRD) § 30.41, at 235 (1995)). See also In re Packaged Ice 

Antitrust Litig., No. 08-MD-01952, 2010 U.S. Dist. LEXIS 77645, at *35 (E.D. Mich. Aug. 2, 

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2010), (quoting Gautreaux v. Pierce, 690 F.2d 616, 621 n.3 (7th Cir. 1982) (inquiry limited to 

settlement’s potential for final approval and propriety of class notice and fairness hearing)). 

In evaluating whether a settlement is fair, reasonable and adequate, courts in the Sixth 

Circuit consider a number of factors: 

(1) the likelihood of success on the merits weighed against the amount and form 

of relief in the settlement; (2) the complexity expense and likely duration of the 

litigation; (3) the opinions of class counsel and class representatives; (4) the 

amount of discovery engaged in by the parties; (5) the reaction of absent class 

members; (6) the risk of fraud or collusion; and (7) the public interest. The Court 

may choose to consider only those factors that are relevant to the settlement at 

hand and may weigh particular factors according to the demands of the case. 

Packaged Ice, 2011 U.S. Dist. LEXIS 17255, at *46-47 (quotation marks and citations omitted). 

A court is not required at the preliminary approval stage to determine whether it ultimately 

will finally approve the settlement. Nevertheless, as set forth in detail below, preliminary 

consideration of the factors a court considers when evaluating the fairness of a settlement for 

purposes of deciding whether to grant final approval supports this Court’s granting preliminary 

approval of the Settlement Agreement. 

A. The Settlement Agreement Achieves an Excellent Result for the Proposed 

Settlement Classes, Particularly Given the Expense, Duration, and 

Uncertainty of Continued Litigation. 

 Antitrust class actions are “arguably the most complex action(s) to prosecute. The legal 

and factual issues involved are always numerous and uncertain in outcome.” In re Packaged Ice 

Antitrust Litig., No. 08-MDL-01952, 2011 U.S. Dist. LEXIS 150427, at *76 (E.D. Mich. Dec. 

13, 2011) (quoting In re Linerboard Antitrust Litig., 292 F. Supp. 2d 631, 639 (E.D. Pa. 2003)); 

see also In re Cardizem CD Antitrust Litig., 218 F.R.D. 508, 533 (E.D. Mich. 2003) 

(“Cardizem”) (“Moreover, the complexity of this case cannot be overstated. Antitrust class 

actions are inherently complex”). Indeed, in the Auto Parts Litigation, the Court recognized that 

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“EPPs face significant challenges” in litigating their claims. See, e.g., Opinion and Order 

Granting Final Approval of Class Action Settlement, 2:13-cv-01803, ECF No. 97. Motions have 

already been vigorously contested, and the discovery process would be all the more complicated 

due to the unique issues that attend discovery against foreign parties.13 Additionally, the DENSO 

Defendants would assert various defenses, and a jury trial might well turn on close questions of 

proof, many of which would be the subject of complicated expert testimony, particularly with 

regard to damages, making the outcome of such trial uncertain for both parties. See, e.g.,

Cardizem, 218 F.R.D. at 523 (in approving settlement, noting that “the prospect of a trial 

necessarily involves the risk that Plaintiffs would obtain little or no recovery and that “no matter 

how confident trial counsel may be, they cannot predict with 100% accuracy a jury’s favorable 

verdict, particularly in complex antitrust litigation”); Packaged Ice, 2011 U.S. Dist. LEXIS 

17255, at *53-54 (noting the “undeniable inherent risks” in antitrust class action litigation 

including “whether the class will be certified and upheld on appeal, whether the conspiracies as 

alleged in the Complaint can be established, whether Plaintiffs will be able to demonstrate class 

wide antitrust impact and ultimately whether Plaintiffs will be able to prove damages”). Id. 

Given this uncertainty, “[a] very large bird in the hand in this litigation is surely worth more than 

whatever birds are lurking in the bushes.” In re Chambers Dev. Sec. Litig., 912 F. Supp. 822, 838 

(W.D. Pa. 1995). 

 Moreover, as the Court recognized in granting final approval of EPPs’ settlements with 

nine separate defendants and their affiliates, given the stakes involved, an appeal is nearly certain 

                                                            

13 Because Interim Co-Lead Class Counsel may have to litigate against the non-settling 

Defendants through trial and appeal, their duties to the Classes preclude a more detailed 

discussion of their potential litigation risks. Instead, Interim Co-Lead Class Counsel here recite 

the arguments that have been and are expected to be raised by Defendants. 

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to follow regardless of the outcome at trial. See Opinion and Order Granting Final Approval of 

Class Action Settlement, Case No. 2:13-cv-01803, ECF No. 97. This creates additional risk, as 

judgments following trial may be overturned on appeal. See, e.g., In re Farmers Ins. Exchange, 

Claims Representatives’ Overtime Pay Litig., 481 F.3d 1119 (9th Cir. 2007) ($52.5 million class 

action judgment following trial reversed on appeal); Robbins v. Koger Props., Inc., 116 F.3d 

1441 (11th Cir. 1997) (jury verdict of $81 million for plaintiffs reversed and judgment entered 

for defendant). And even if class members were willing to assume all of the litigation risks, the 

passage of time would introduce still more risks in terms of appeals and possible changes in the 

law that would, in light of the time value of money, make future recoveries less valuable than 

recovery today. See In re Warfarin Sodium Antitrust Litig., 391 F.3d 516, 536 (3d Cir. 2004) 

(“[I]t was inevitable that post-trial motions and appeals would not only further prolong the 

litigation but also reduce the value of any recovery to the class.”); In re Rent-Way Sec. Litig., 305 

F. Supp. 2d 491, 501 (W.D. Pa. 2003) (“[A] future recovery, even one in excess of the proposed 

Settlement, may ultimately prove less valuable to the Classes than receiving the benefits of the 

proposed Settlement at this time”). Hence, “the certain and immediate benefits to the Class 

represented by the Settlement outweigh the possibility of obtaining a better result at trial, 

particularly when factoring in the additional expense and long delay inherent in prosecuting this 

complex litigation through trial and appeal.” Cardizem, 218 F.R.D. at 525. 

Against this background, a settlement providing the substantial benefits afforded here 

represents an excellent result for the members of the proposed Settlement Classes. The DENSO 

Defendants’ $193,800,000 payment provides for significant compensation to the proposed 

Settlement Classes that will be available years earlier than would be the case if litigation against 

the DENSO Defendants continued through trial and appeal. And as discussed, supra, the 

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monetary component of the settlement is particularly valuable in light of the fact that DENSO 

would have likely sought the ACPERA benefits of single as opposed to treble damages and 

liability limited to their own sales as opposed to joint and several liability based on their sales 

and those of their co-conspirators if the case proceeded to trial and EPPs were to obtain a 

judgment against DENSO. Settlements of this type, before discovery has been completed, create 

value beyond their direct pecuniary benefit to the class. See Packaged Ice, 2011 U.S. Dist. 

LEXIS 17255, at *50-51 (noting “significant value” of icebreaker settlement); In re Linerboard 

Antitrust Litig., 292 F. Supp. 2d 631, 643 (E.D. Pa. 2003); In re Corrugated Container Antitrust 

Litig., MDL No. 310, 1981 U.S. Dist. LEXIS 9687, at *49 (S.D. Tex. June 4, 1981) 

(“Corrugated Container”). 

In addition, the settlement with the DENSO Defendants fully resolves EPPs’ claims in a 

handful of actions. Specifically, the settlement with the DENSO Defendants resolves EPPs’ 

claims in the Fuel Senders, 2:12-cv-00303, Motor Generators, 2:13-cv-01503, and Inverters, 

2:13-cv-01803, actions, allowing EPPs and Interim Co-Lead Class Counsel to focus their 

litigation efforts on a smaller number of pending cases. 

Of particular importance is the fact that, in addition to the cooperation already provided by 

DENSO, the Settlement Agreement requires the DENSO Defendants to provide substantial 

ongoing discovery cooperation, subject to certain limitations, to Interim Co-Lead Class Counsel 

in the remaining cases by providing transactional data, interviews, documents, depositions, and 

trial testimony, among other cooperation. See Settlement Agreement § J (¶¶ 43-56). This 

cooperation agreement is extremely valuable to the classes. The DENSO Defendants’ 

cooperation in the remaining cases will afford EPPs access to transactional data, documents, and 

witnesses without protracted and expensive discovery—a significant class-wide benefit. See, 

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e.g., In re Packaged Ice Antitrust Litig., No. 08-MD-01952, 2010 U.S. Dist. LEXIS 77645, at 

*44 (E.D. Mich. Aug. 2, 2010) (“Particularly where, as here, there is the potential for a 

significant benefit to the class in the form of cooperation on the part of the settling Defendant, 

this Court is reluctant to refuse to consider the very preliminary approval that will trigger that 

cooperation”); see also Linerboard, 292 F. Supp. 2d at 643; Corrugated Container, 1981 U.S. 

Dist. LEXIS 9687, at *49; cf. In re Pressure Sensitive Labelstock Antitrust Litig., 584 F. Supp. 

2d 697, 702 (M.D. Pa. 2008) (“[T]he benefit of obtaining the cooperation of the Settling 

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

The Settlement Agreement also specifically provides that it does not alter the non-settling 

defendants’ joint and several liability for the full damages caused by the alleged conspiracies, 

including all sales made by these Defendants. See Settlement Agreement ¶ 62. In this regard, 

the Settlement Agreement is similar to one of the settlements approved in Corrugated Container, 

where the court noted the “valuable provision” under which plaintiffs reserved their right to 

recover full damages from the remaining defendants, less the actual amount of the initial 

settlement. 1981 U.S. Dist. LEXIS 9687, at *49; see also In re Uranium Antitrust Litig., 617 

F.2d 1248 (7th Cir. 1980); In re Ampicillin Antitrust Litig., 82 F.R.D. 652, 654 (D.D.C. 1979) 

(approving settlement where class will “relinquish no part of its potential recovery” due to joint 

and several liability). Here too, the EPPs will be able to pursue their full damages, with no 

diminution other than deduction of the actual DENSO settlement amount. 

B. The Settlement Agreement is the Result of Thorough Arm’s-Length 

Negotiations Conducted By Highly Experienced Counsel With the Assistance 

of a Mediator. 

This settlement is entitled to “an initial presumption of fairness” because it is the result of 

arm’s-length negotiations among experienced counsel with the assistance of an internationally2:15-cv-03003-MOB-MKM Doc # 27 Filed 07/14/16 Pg 42 of 58 Pg ID 860
31 

renowned mediator. Newberg § 11.41. The judgment of Interim Co-Lead Class Counsel that the 

settlement is in the best interest of the proposed Settlement Classes “is entitled to significant 

weight, and supports the fairness of the class settlement.” Sheick v. Auto Component Carrier 

LCC, No. 09-cv-14429, 2010 U.S. Dist. LEXIS 110411, at *51 (E.D. Mich. Oct. 18, 2010) 

(quoting IUE-CWA, 238 F.R.D. at 597); see also Cardizem, 218 F.R.D. at 525. Courts give great 

weight to the recommendation of experienced counsel for the parties in evaluating the adequacy 

of a settlement. 

 “Preliminary approval of a proposed settlement is based upon the court’s familiarity with 

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

proposed settlement, ensuring that the proposed settlement is not illegal or collusive.” Thacker v. 

Chesapeake Appalachia, L.L.C., 259 F.R.D. 262 (E.D. Ky. 2009) (quoting In re Dun & 

Bradstreet Credit Servs. Customer Litig., 130 F.R.D. 366, 370 (S.D. Ohio 1990). The Settlement 

Agreement here is the result of lengthy and hard-fought negotiations between counsel 

experienced in complex antitrust and consumer class action litigation. The Settlement 

Agreement, in its initial form, was negotiated for months by Interim Co-Lead Class Counsel in a 

process that involved multiple discussions with counsel for the DENSO Defendants, including 

in-person meetings. Interim Co-Lead Class Counsel undertook a diligent and thorough 

investigation of the legal and factual issues posed by this litigation and consulted extensively 

with experienced economists before negotiating this deal. 

Interim Co-Lead Class Counsel for the EPPs was well-informed about the facts and the 

strength of the claims asserted when the terms of the Settlement Agreement were initially 

negotiated. See Packaged Ice, 2011 U.S. Dist. LEXIS 17255, at *56 (“[T]he absence of formal 

discovery is not an obstacle [to settlement approval] so long as the parties and the Court have 

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adequate information in order to evaluate the relative position of the parties.”) (quotation marks 

and citation omitted); Griffin v. Flagstar Bancorp, Inc., 2013 U.S. Dist. LEXIS 173702 (same). 

Moreover, these negotiations were adversarial and conducted in the utmost good faith. 

“Courts presume the absence of fraud or collusion in class action settlements unless there is 

evidence to the contrary.” Leonhardt v. ArvinMeritor, Inc., 581 F. Supp. 2d 818, 838 (E.D. Mich. 

2008); Bowers v. Windstream Ky. East, LLC, No. 09-cv-440, 2013 U.S. Dist. LEXIS 157242, at 

*5 (W.D. Ky. Nov. 1, 2013). There is nothing in the course of the negotiations or the substance 

of the settlement that “disclose[s] grounds to doubt its fairness.” Manual § 30.41. 

II. The Proposed Settlement Classes Should Be Provisionally Certified Pursuant to 

Rule 23. 

 The Manual notes the propriety of certifying a class solely for purposes of settlement, see 

Manual § 21.32, and courts in this Circuit routinely provisionally approve a proposed settlement 

class before deciding plaintiffs’ motion for class certification. See, e.g., In re Delphi Corp. Sec. 

Derivatives & ERISA Litig., 248 F.R.D. 483, 486 n. 2 (E.D. Mich. 2008) (granting final approval 

to both ERISA and Securities settlement classes, noting the court’s earlier, preliminary approval 

of the settlement classes granted prior to a hearing on defendants’ motions to dismiss); 

Cardizem, 218 F.R.D. at 516-17, 530 (granting final approval of proposed settlement, noting its 

earlier preliminary approval of both the proposed settlement class and the proposed settlement 

agreement granted prior to class certification and prior to hearing on motions to dismiss). A 

court may grant provisional certification where, as here, the proposed settlement class satisfies 

the four prerequisites of Rule 23(a) (numerosity, commonality, typicality and adequacy), as well 

as one of the three subsections of Rule 23(b). See In re Packaged Ice Antitrust Litig., No. 08-

MD-01952, 2010 U.S. Dist. LEXIS 140235, at *27-28 (E.D. Mich. Sept. 2, 2010). 

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 While the Supreme Court reiterated that, particularly in the context of a litigated class 

certification motion, a trial court must conduct a “rigorous analysis” to confirm that the 

requirements of Rule 23 have been met, Wal-Mart Stores, Inc. v. Dukes, 131 S. Ct. 2541, 2551 

(2011), even in that context the requisite “rigorous analysis” of the record and consideration of 

the merits must be focused on and limited to the question whether Rule 23’s requirements have 

been established. In re Whirlpool Corp. Front-Loading Washer Prods. Liab. Litig., 722 F.3d 

838, 851-52 (6th Cir. 2013). Permissible inquiry into the merits of plaintiffs’ claims at the class 

certification stage is limited: 

Rule 23 grants courts no license to engage in free-ranging merits inquiries at the 

class certification stage. Merits questions may be considered to the extent—but 

only to the extent—that they are relevant to determining whether the Rule 23 

prerequisites for class certification are satisfied. 

Amgen Inc. v. Conn. Ret. Plans & Trust Funds, 133 S. Ct. 1184, 1194-95 (2013) (“Amgen”) 

(citing Dukes, 131 S. Ct. at 2552 n.6). “In other words, district courts may not turn the class 

certification proceedings into a dress rehearsal for the trial on the merits.” In re Whirlpool Corp., 

722 F.3d 838, 851-52 (internal quotation marks and citation omitted). Here, as demonstrated 

below, even under a “rigorous analysis,” the requirements of Rule 23 are easily met. 

A. The Proposed Settlement Classes Meet the Requirements of Rule 23(a). 

 Horizontal price fixing class actions are routinely certified by the Courts in this District 

and elsewhere. EPPs’ allegations of “a per se violation of the antitrust laws are exactly the kind 

of allegations which may be proven on a class-wide basis through common proof.” In re 

Southeastern Milk Antitrust Litig., Master File No. 2:09-MD-1000, 2010 U.S. Dist. LEXIS 

94223, at *35 (E.D. Tenn. Sept. 7, 2010). “Courts have held that the existence of a conspiracy is 

the predominant issue in price fixing cases, warranting certification of the class even where 

significant individual issues are present.” Id. at *33 (internal quotation marks and citations 

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omitted). “As a rule of thumb, a price fixing antitrust conspiracy model is generally regarded as 

well suited for class treatment.” In re Foundry Resins Antitrust Litig., 242 F.R.D. 393, 409 (S.D. 

Ohio 2007); see also Hyland v. Homeservices of Am., Inc., No. 05-cv-612-R, 2008 U.S. Dist. 

LEXIS 90892, at *12 (W.D. Ky. Nov. 6, 2008). 

i. The Proposed Settlement Classes Are So Numerous That It Is 

Impracticable to Bring All Class Members Before the Court.

 No magic number is required to satisfy the numerosity requirement of Rule 23(a)(1). 

Miller v. Univ. of Cincinnati, 241 F.R.D. 285, 288 (S.D. Ohio 2006). A class representative need 

only show that joining all members of the potential class is extremely difficult or inconvenient. 

Golden v. City of Columbus, 404 F.3d 950, 965 (6th Cir. 2005). The “sheer number of potential 

litigants in a class, especially if it is more than several hundred, can be the only factor needed to 

satisfy Rule 23(a)(1).” In re Foundry Resins Antitrust Litig., 242 F.R.D. at 403 (citing Bacon v. 

Honda of America Mfg., Inc., 370 F.3d 565, 570 (6th Cir. 2004)); see also In re Am. Med. Sys., 

Inc., 75 F.3d 1069, 1079 (6th Cir. 1996). 

 Here, the proposed Settlement Classes consist of all persons and entities who, from 

January 1, 1998, through the Execution Date of the Settlement Agreement between the DENSO 

Defendants and the EPPs, purchased or leased a new Vehicle in the United States not for resale 

which included one or more of the Alleged Parts as a component part or indirectly purchased one 

or more of the Alleged Parts as a replacement part. It is beyond dispute that millions of persons 

and entities throughout the United States have purchased or leased new Vehicles not for resale 

containing the Alleged Parts. As a result of the large number of putative class members and their 

geographic distribution throughout the United States, joinder is highly impractical – if not 

impossible. 

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ii. End-Payor Plaintiff Class Representatives and the Proposed 

Settlement Classes Share Common Legal and Factual Questions.

 Commonality only requires that “there are questions of law or fact common to the class.” 

Fed. R. Civ. P. 23(a)(2). While Rule 23(a)(2) speaks of questions of law or fact in the plural, 

“there need be only one common question to certify a class.” In re Whirlpool Corp. FrontLoading Washer Prods. Liab. Litig., 722 F.3d at 853; see also Avio, Inc. v. Alfoccino, Inc., 311 

F.R.D. 434, 444 (E.D. Mich. 2015) (one common question of law or fact is sufficient); Griffin v. 

Flagstar Bancorp Inc., 2013 U.S. Dist. LEXIS 173702 (same); Date v. Sony Elecs., Inc., No. 07-

15474, 2013 U.S. Dist. LEXIS 108095, at *10 (E.D. Mich. July 31, 2013) (same). 

This prerequisite is readily satisfied here because “antitrust price-fixing conspiracy cases, 

by their nature, deal with common legal and factual questions about the existence, scope and 

effect of the alleged conspiracy.” In re Aluminum Phosphide Antitrust Litig., 160 F.R.D. 609, 

613 (D. Kan. 1995). Thus, in price-fixing cases, courts “have consistently held that the very 

nature of a conspiracy in an antitrust action compels a finding that common questions of law and 

fact exist.” In re Dynamic Random Access Memory (DRAM) Antitrust Litig., No. 02-1486, 2006 

U.S. Dist. LEXIS 39841 (N.D. Cal. June 5, 2006); see also Newberg § 3.10 at 278 (“[In an] 

antitrust action on behalf of purchasers who have bought defendants’ products at prices that have 

been maintained above competitive levels by unlawful conduct, the courts have held that the 

existence of an alleged conspiracy or monopoly is a common issue that will satisfy the Rule 

23(a)(2) prerequisite”). 

 Here, EPPs have identified the following issues common to the proposed Settlement 

Classes: 

 Whether Defendants engaged in combinations and conspiracies among themselves to fix, 

raise, maintain, or stabilize the prices of the Alleged Parts sold in the United States; 

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 Whether Defendants engaged in combinations and conspiracies among themselves to rig 

bids quoted to customers of the Alleged Parts sold in the United States; 

 Whether Defendants engaged in combinations and conspiracies to allocate customers and 

the markets for the Alleged Parts sold in the United States; 

 The duration of the illegal conspiracy or conspiracies; 

 Whether Defendants’ conduct resulted in unlawful overcharges on the prices of the 

Alleged Parts; and 

 Whether unlawful overcharges on the price of the Alleged Parts were passed through to 

the indirect purchasers of the Alleged Parts. 

Any one of these substantive issues would, standing alone, establish the requisite 

commonality under Rule 23(a)(2). 

iii. End-Payor Plaintiff Class Representatives’ Claims Are Typical of the 

Claims of the Members of the Proposed Settlement Classes.

 Third, Rule 23(a) requires typicality of the class representatives’ claims. See Fed. R. Civ. 

P. 23(a)(3). “The [typicality] requirement is not onerous,” Int’l Union, UAW v. Ford Motor Co., 

2006 U.S. Dist. LEXIS 70471, at *54, and courts liberally construe it. See In re Foundry Resins 

Antitrust Litig., 242 F.R.D. at 403. “In the antitrust context, typicality is established when the 

named plaintiffs and all class members allege[] the same antitrust violation by defendants.” In re 

Foundry Resins Antitrust Litig., 242 F.R.D. 393, 405 (S.D. Ohio 2007) (citing Thomas & 

Thomas Rodmakers, Inc. v. Newport Adhesives & Composites, Inc., 209 F.R.D. 159, 164 (C.D. 

Cal. 2002)); see also Stout v. J.D. Byrider, 228 F.3d 709, 717 (6th Cir. 2000); In re Am. Med. 

Sys., 75 F.3d at 1082; Packaged Ice, 2011 U.S. Dist. LEXIS 17255, at *40-41. “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 v. Flagstar Bancorp, Inc., 2013 

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U.S. Dist. LEXIS 173702, at *17-18 (quotation marks and citation omitted); Packaged Ice, 2011 

U.S. Dist. LEXIS 17255, at *40 (same). 

 Because the End-Payor Plaintiffs and the members of the proposed Settlement Classes 

believe they are all victims of the conspiracies to fix prices, rig bids, and allocate the market and 

customers for the Alleged Parts and seek essentially the same relief, Rule 23(a)(3) is satisfied.

See Cason-Merenda v. VHS of Mich., Inc., 296 F.R.D. 528, 537 (E.D. Mich. 2013), vacated, No. 

13-0113, 2014 U.S. App. LEXIS 4447 (6th Cir. Jan. 6, 2014), reinstated in full, No. 06-15601, 

2014 U.S. Dist. LEXIS 29447 (E.D. Mich. Mar. 7, 2014) (finding typicality met where “the 

claims of the named Plaintiffs and those of the remaining members of the proposed class all arise 

from the same conspiracy and are based on the same theory of liability under the Sherman Act.”) 

(internal quotation marks and citation omitted)); Packaged Ice, 2011 U.S. Dist. LEXIS 17255, at 

*40-41 (“Because all Class Members’ claims arise from . . . a conspiracy to allocate markets in 

violation of the Sherman Act, their claims are based on the same legal theory and the typicality 

requirement . . . is met”). 

iv. Proposed Settlement Class Counsel and End-Payor Plaintiff Class 

Representatives Will Fairly and Adequately Protect the Interests of 

the Proposed Settlement Classes.

 The final requirement of Rule 23(a) is that the representative parties “fairly and 

adequately protect the interests of the class.” Fed. R. Civ. P. 23(a)(4). The Sixth Circuit has 

articulated two criteria for determining adequacy of representation: “‘1) [t]he representative must 

have common interests with unnamed members of the class, and 2) it must appear that the 

representatives will vigorously prosecute the interests of the class through qualified counsel.’” In 

re Foundry Resins Antitrust Litig., 242 F.R.D. at 407 (quoting Senter v. Gen. Motors Corp., 532 

F.2d 511, 525 (6th Cir. 1976)). EPPs submit that there are no conflicts between them and the 

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proposed Settlement Classes because EPPs and members of the proposed Settlement Classes 

that: (i) purchased or leased new Vehicles not for resale in the United States containing the 

relevant parts; and/or (ii) indirectly purchased the relevant parts, have the same interest in 

establishing liability. See In re Corrugated Container Antitrust Litig., 643 F.2d 195, 208 (5th Cir. 

1981) (certifying settlement class and holding that “so long as all class members are united in 

asserting a common right, such as achieving the maximum possible recovery for the class, the 

class interests are not antagonistic for representation purposes” (internal quotation marks and 

citation omitted)). EPPs and the members of the proposed Settlement Classes also share a 

common interest in obtaining the DENSO Defendants’ substantial cooperation in prosecuting the 

claims against the non-settling Defendants. 

 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 proposed 

Settlement Classes are represented by counsel with extensive experience in antitrust and class 

action litigation. They have vigorously prosecuted the class claims, and they will continue to do 

so through all phases of the litigation, including trial. See Marcus v. Dep’t of Revenue, 206 

F.R.D. 509, 512 (D. Kan. 2002) (“In absence of evidence to the contrary, courts will presume the 

proposed class counsel is adequately competent to conduct the proposed litigation”). The Court 

appointed Cotchett, Pitre & McCarthy, LLP, Robins Kaplan LLP, and Susman Godfrey L.L.P. as 

Interim Co-Lead Class Counsel in this action and the other automotive parts antitrust cases 

within Master File No. 2:12-md-2311. See Case Management Order No. 3 filed as ECF No. 271. 

For the same reasons that the Court appointed them to this position, it should appoint them 

Settlement Class Counsel here. 

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B. The Proposed Settlement Classes Meet the Requirements of Rule 23(b)(3). 

 To qualify for certification under Rule 23(b)(3), a class must meet two requirements 

beyond the Rule 23(a) prerequisites: common questions must predominate over any questions 

affecting only individual members; and class resolution must be superior to other available 

methods for the fair and efficient adjudication of the controversy. Amchem Prods., Inc. v. 

Windsor, 521 U.S. 591, 615 (1997) (“Amchem”); see also In re Scrap Metal Antitrust Litig., 527 

F.3d 517, 535 (6th Cir. 2008). With respect to both requirements, the Court need not inquire 

whether the “case, if tried, would present intractable management problems, for the proposal is 

that there be no trial.” Amchem, 521 U.S. at 620 (internal citations omitted). 

i. Common Questions of Law and Fact Predominate.

“Rule 23(b)(3) does not mandate that a plaintiff seeking class certification prove that each 

element of the claim is susceptible to classwide proof.” In re Whirlpool Corp., 722 F.3d at 859. 

Instead, “‘[a] claim will meet the predominance requirement when there exists generalized 

evidence which proves or disproves an element on a simultaneous, class-wide basis, since such 

proof obviates the need to examine each class member’s individualized position.’” In re Foundry 

Resins Antitrust Litig., 242 F.R.D. at 408 (quoting In re Cardizem CD Antitrust Litig., 200 

F.R.D. at 307). Common questions need only predominate; they need not be dispositive of the 

litigation. Id. (citing In re Potash Antitrust Litig., 159 F.R.D. 682, 693 (D. Minn. 1995)); cf. In re 

Scrap Metal Antitrust Litig., 527 F.3d at 535-36 (holding issues regarding the amount of 

damages do not destroy predominance). “[T]he mere fact that questions peculiar to each 

individual member of the class action remain after the common questions of the defendant’s 

liability have been resolved does not dictate the conclusion that a class action is impermissible.” 

Avio, 311 F.R.D. at 440 (quoting Sterling v. Velsicol Chem. Corp., 855 F.2d 1188, 1197 (6th 

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Cir.1988)); see also Powers v. Hamilton Cnty. Public Defender Comm., 501 F.3d 595, 619 (6th 

Cir. 2007). As pertinent to the EPPs’ request here to provisionally certify the proposed 

Settlement Classes under Rule 23(b)(3), the Supreme Court very recently instructed that “Rule 

23(b)(3) requires a showing that questions common to the class predominate, not that those 

questions will be answered, on the merits, in favor of the class.” Amgen Inc. v. Conn. Retirement 

Plans & Trust Funds, 133 S.Ct. 1184, 1191 (2013). 

Because the EPPs allege conduct from which all proposed Settlement Class Members’ 

alleged injuries arise, issues common to the proposed Settlement Class Members—for example, 

the existence and scope of the alleged price-fixing conspiracy or conspiracies among Defendants 

and the market impact of Defendants’ conspiracy or conspiracies—predominate over any 

individual questions, and therefore class treatment of the claims is appropriate for purposes of 

this settlement. See Amchem, 521 U.S. at 625 (“Predominance is a test readily met in certain 

cases alleging . . . violations of the antitrust laws.”); see also In re Vitamins Antitrust Litig., 209 

F.R.D. 251, 254 (D.D.C. 2002) (“[A]s a rule, the allegation of a price-fixing conspiracy is 

sufficient to establish predominance of common questions . . . .”) (quoting Newberg § 18.28 at 

18-98 (3d ed. 1992)). This Circuit has also held “[p]redominance is a test readily met in certain 

cases alleging . . . violations of the antitrust laws, because proof of the conspiracy is a common 

question that is thought to predominate over the other issues of the case.” In re Scrap Metal 

Antitrust Litig., 527 F.3d at 535 (quoting Amchem, 521 U.S. at 625).14 Furthermore, here the 

                                                            

14 Other courts have recognized that the existence and scope of an alleged antitrust conspiracy 

are matters susceptible to class-wide proof, and thus tend to support a finding that common 

issues predominate over individual ones as to at least the first element of an antitrust conspiracy 

claim. See, e.g., Cordes & Co. Fin. Services, Inc. v. A.G. Edwards & Sons, Inc., 502 F.3d 91, 105 

(2d Cir. 2007); Blades v. Monsanto Co., 400 F.3d 562, 572 (8th Cir. 2005); In re Blood Reagents 

Antitrust Litig., No. 09-2081, 2015 U.S. Dist. LEXIS 141909, at *104 (E.D. Pa. Oct. 19, 2015); 

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evidence that will prove a violation as to one Settlement Class Member is common to the others 

and will be sufficient to prove it as to all—the anticompetitive conduct is not dependent on the 

separate conduct of the individual members of the Settlement Classes. See Packaged Ice, 2011 

U.S. Dist. LEXIS 17255, at *43. 

This is true even if there are individual state law issues, as long as the common issues still 

outweigh the individual ones; e.g., as long as a common theory can be alleged as to liability and 

impact that can be pursued by the class. See, e.g., In re Whirlpool Corp., 722 F.3d at 861 (“[I]t 

remains the ‘black letter rule’ that a class may obtain certification under Rule 23(b)(3) when 

liability questions common to the class predominate over damages questions unique to class 

members.” (internal quotation marks and citation omitted)); Scrap Metal, 527 F.3d at 535 (where 

common issues determine liability, fact that damages calculation may involve individualized 

issues does not defeat predominance). Issues common to the proposed Settlement Classes 

predominate in these cases—all EPPs allegedly paid overcharges that were caused by the 

Defendants’ price-fixing activities. The presence of these common issues of liability and impact 

predominates over any individual issues and strongly support provisional certification of the 

proposed Settlement Classes. 

ii. A Class Action is the Superior Method to Adjudicate These Claims.

 Rule 23(b)(3) also requires that a class action be superior to other available methods of 

fairly adjudicating the controversy. The superiority of class certification over other available 

methods is measured by consideration of certain factors, including: the class members’ interests 

in controlling the prosecution of individual actions; the extent and nature of any litigation 

                                                                                                                                                                                               

Reed v. Advocate Health Care, 268 F.R.D. 573, 581 (N.D. Ill. 2009); In re Urethane Antitrust 

Litig., 251 F.R.D. 629, 634 (D. Kan. 2008); Foundry Resins, 242 F.R.D. at 408. 

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concerning the controversy already begun by or against class members; the desirability of 

concentrating the litigation of various claims in the particular forum; and the likely difficulties in 

managing a class action. Rotuna v. W. Customer Mgmt. Grp., LLC, No. 09-cv-1608, 2010 U.S. 

Dist. LEXIS 58912, at *11 (N.D. Ohio June 15, 2010). 

Courts consistently hold that class actions are a superior method of resolving antitrust 

claims like those alleged here. See In re Universal Serv. Fund Tel. Billing Practices Litig., 219 

F.R.D. 661, 678 (D. Kan. 2004) (noting that individual litigation of antitrust claims would be 

“grossly inefficient, costly, and time consuming”). Here, the interests of Settlement Class 

members in individually controlling the prosecution of separate claims are outweighed by the 

efficiency of the class mechanism. Cardizem, 200 F.R.D. at 325-26 (finding that class action is 

superior because it ensures fair and efficient adjudication). Untold numbers of Settlement Class 

members purchased or leased new Vehicles not for resale in the United States containing one or 

more of the Alleged Parts as a component part or indirectly purchased one or more of the 

Alleged Parts as a replacement part for a Vehicle during the settlement class period; resolving 

these claims in the context of a class action would conserve both judicial and private resources 

and would hasten the class members’ recovery. See, e.g., In re Foundry Resins, 242 F.R.D. at 

411-12 (“Repeatedly litigating the same issues in individual suits would produce duplicate 

efforts, unnecessarily increase litigation costs, impose an unwarranted burden on this Court and 

other courts, and create a risk of inconsistent results”).15

                                                            

15 Another criterion of Rule 23(b)(3) is manageability. The Supreme Court has made clear that 

manageability need not be considered where, as here, a class is being certified for settlement 

purposes. Amchem, 521 U.S. at 620 (“Confronted with a request for settlement-only class 

certification, a district court need not inquire whether the case, if tried, would present intractable 

management problems, see Fed. R. Civ. P. 23(b)(3)(D), for the proposal is that there be no 

trial”). 

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C. The Proposed Settlement Classes Meet the Requirements of Rule 23(b)(2). 

If the requirements of Rule 23(a) are met, the Court may also certify a class under Rule 

23(b)(2) where “the party opposing the class has acted or refused to act on grounds that apply 

generally to the class, so that final injunctive relief or corresponding declaratory relief is 

appropriate respecting the class as a whole . . .” Claims for non-monetary relief, like those 

asserted under the federal antitrust laws by indirect purchasers in antitrust actions, are properly 

certified under Rule 23(b)(2). 

III. Notice to the Settlement Class Members. 

 Rule 23(c)(2)(B) requires the Court to “direct to class members the best notice that is 

practicable under the circumstances, including individual notice to all members who can be 

identified through reasonable effort.” With regard to class action claims that are settled, Rule 

23(e) instructs courts to “direct notice in a reasonable manner to all class members who would be 

bound by the proposal.” Fed. R. Civ. P. 23(e)(1). “[D]ue process does not require actual notice, 

but rather a good faith effort to provide actual notice.” Thacker, 259 F.R.D. at 271-72. To 

comport with the requirements of due process, notice must be “reasonably calculated to reach 

interested parties.” Fidel v. Farley, 534 F.3d 508, 514 (6th Cir. 2008) (citing Karkoukli’s, Inc. v. 

Dohany, 409 F.3d 279, 283 (6th Cir. 2005)). 

 Because it would be most cost-effective and efficient to disseminate notice of this 

settlement together with notice of other settlements, the parties have agreed to defer 

dissemination of notice. As set forth in the Settlement Agreement, “End-Payor Plaintiffs, at a 

time to be decided in their sole discretion, shall in each Action submit to the Court a motion for 

authorization to disseminate notice of the settlement and of this Agreement to all members of the 

Settlement Classes identified by End-Payor Plaintiffs (the “Notice Motion”).” Settlement 

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Agreement ¶ 28. The Notice Motion shall include “a proposed form of, method for, and date of 

dissemination of notice in each Action.” Id. Accordingly, with the Court’s permission, proposed 

Settlement Class Counsel will submit a proposed motion for authorization to disseminate notice 

of this settlement and additional settlements at a later date. 

CONCLUSION 

 For the foregoing reasons, EPPs respectfully request that the motion for preliminary 

approval be granted and that the Court enter the accompanying Proposed Order: 

1. Preliminarily approving the Settlement Agreement; 

2. Provisionally certifying the proposed Settlement Classes; 

3. Staying the proceedings against the DENSO Defendants in accordance with the terms of 

the Settlement Agreement; and 

4. Appointing Interim Co-Lead Class Counsel for the EPPs as Settlement Class Counsel on 

behalf of the Settlement Classes. 

Date: July 14, 2016 Respectfully submitted, 

/s/ Hollis Salzman 

Hollis Salzman 

Bernard Persky 

William V. Reiss 

ROBINS KAPLAN LLP 

601 Lexington Avenue, Suite 3400 

New York, NY 10022 

Telephone: (212) 980-7400 

Hsalzman@RobinsKaplan.com 

Bpersky@RobinsKaplan.com 

Wreiss@RobinsKaplan.com 

/s/ Steven N. Williams 

Steven N. Williams 

Demetrius X. Lambrinos 

Elizabeth Tran 

COTCHETT, PITRE & McCARTHY, LLP

San Francisco Airport Office Center 

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45 

840 Malcolm Road 

Burlingame, CA 94010 

Telephone: (650) 697-6000 

swilliams@cpmlegal.com 

dlambrinos@cpmlegal.com 

etran@cpmlegal.com 

/s/ Marc M. Seltzer 

Marc M. Seltzer 

Steven G. Sklaver 

SUSMAN GODFREY L.L.P. 

1901 Avenue of the Stars, Suite 950 

Los Angeles, CA 90067-6029 

Telephone: (310) 789-3100 

mseltzer@susmangodfrey.com 

ssklaver@susmangodfrey.com 

Terrell W. Oxford 

Chanler A. Langham 

Omar Ochoa 

SUSMAN GODFREY L.L.P. 

1000 Louisiana St., Suite 5100 

Houston, TX 77002 

Telephone: (713) 651-9366 

Facsimile: (713) 654-6666 

toxford@susmangodfrey.com 

clangham@susmangodfrey.com 

oochoa@susmangodfrey.com 

Interim Co-Lead Class Counsel for the 

Proposed End-Payor Plaintiff Classes 

/s/ E. Powell Miller 

E. Powell Miller 

Devon P. Allard 

THE MILLER LAW FIRM, P.C. 

950 W. University Drive, Suite 300 

Rochester, MI 48307 

Telephone: (248) 841-2200 

epm@millerlawpc.com 

dpa@millerlawpc.com 

Interim Liaison Class Counsel for the 

Proposed End-Payor Plaintiff Classes 

 

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CERTIFICATE OF SERVICE 

I hereby certify that on July 14, 2016 I caused the foregoing END-PAYOR 

PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL OF PROPOSED SETTLEMENT 

WITH DENSO DEFENDANTS AND PROVISIONAL CERTIFICATION OF SETTLEMENT 

CLASSES to be electronically filed with the Clerk of the Court using the CM/ECF system, 

which will send notification of such filing to all counsel of record.

/s/ E. Powell Miller 

E. Powell Miller 

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