IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

IN RE: AUTOMOTIVE PARTS 

ANTITRUST LITIGATION 

: 

: 

: 

: 

: 

: 

: 

: 

: 

: 

: 

: 

: 

:

Master File No. 12-md-02311 

Judge Marianne O. Battani 

In re: Windshield Wiper Systems 

In re: Starters 

In re: Fuel Injection Systems 

In re: Spark Plugs 

Case No. 2:13-cv-00903-MOB-MKM 

Case No. 2:13-cv-01103-MOB-MKM 

Case No. 2:13-cv-02203-MOB-MKM 

Case No. 2:15-cv-03003-MOB-MKM 

THIS RELATES TO: 

END-PAYOR ACTIONS 

MOTION FOR PRELIMINARY APPROVAL OF 

PROPOSED SETTLEMENT WITH THE 

BOSCH DEFENDANTS AND 

PROVISIONAL CERTIFICATION OF SETTLEMENT CLASSES 

TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD: 

PLEASE TAKE NOTICE that as soon as this motion may be heard before 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 Defendants Robert Bosch 

GmbH and Robert Bosch LLC (together, “Bosch”) in the amount of US $33,440,000 and 

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

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

Authorities in support thereof, all filings in this litigation, and such other argument as may be 

presented to the Court. 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 1 of 43 Pg ID 3284
 

Date: September 11, 2017 Respectfully submitted, 

/s/ Steven N. Williams 

Steven N. Williams 

Elizabeth Tran 

Joyce Chang 

COTCHETT, PITRE & McCARTHY, LLP 

San Francisco Airport Office Center 

840 Malcolm Road, Suite 200 

Burlingame, CA 94010 

Telephone: (650) 697-6000 

Facsimile: (650) 697-0577 

swilliams@cpmlegal.com 

etran@cpmlegal.com 

jchang@cpmlegal.com

/s/ Hollis Salzman 

Hollis Salzman 

Bernard Persky 

William V. Reiss 

ROBINS KAPLAN LLP 

399 Park Avenue, Suite 3600 

New York, NY 10022 

Telephone: (212) 980-7400 

Facsimile: (212) 980-7499 

HSalzman@RobinsKaplan.com 

BPersky@RobinsKaplan.com 

WReiss@RobinsKaplan.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 

Facsimile: (310) 789-3150 

mseltzer@susmangodfrey.com 

ssklaver@susmangodfrey.com 

 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 2 of 43 Pg ID 3285
 

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 

E. Powell Miller (P39487) 

Devon P. Allard (P71712) 

THE MILLER LAW FIRM, P.C. 

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 # 82 Filed 09/11/17 Pg 3 of 43 Pg ID 3286
IN THE UNITED STATES DISTRICT COURT 

FOR THE EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 

IN RE AUTOMOTIVE PARTS 

ANTITRUST LITIGATION 

Master File No. 12-md-02311 

Judge Marianne O. Battani 

Magistrate Judge Mona K. Majzoub 

 Case No. 2:13-cv-00903-MOB-MKM 

 Case No. 2:13-cv-01103-MOB-MKM 

 Case No. 2:13-cv-02203-MOB-MKM 

 Case No. 2:15-cv-03003-MOB-MKM 

In re: Windshield Wiper Systems 

In re: Starters 

In re: Fuel Injection Systems 

In re: Spark Plugs 

THIS RELATES TO: 

END-PAYOR ACTIONS 

MEMORANDUM OF LAW IN SUPPORT OF END-PAYOR 

PLAINTIFFS’ MOTION FOR PRELIMINARY APPROVAL OF PROPOSED 

SETTLEMENT WITH THE BOSCH DEFENDANTS AND 

PROVISIONAL CERTIFICATION OF SETTLEMENT CLASSES 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 4 of 43 Pg ID 3287
i 

STATEMENT OF ISSUES PRESENTED 

1. Whether End-Payor Plaintiffs’ (“EPPs”) proposed settlement with Robert Bosch GmbH 

and Robert Bosch LLC (together, “Bosch”), embodied in the Settlement Agreement 

entered into on July 27, 2017 (“Settlement Agreement”) and attached hereto as Exhibit 1, 

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

Answer: Yes. 

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

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

Answer: Yes. 

3. Whether the Court should stay the proceedings by the EPPs against Bosch in accordance 

with the terms of the Settlement Agreement? 

Answer: Yes. 

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

Settlement Class Counsel for this settlement?1

Answer: Yes. 

 

1

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

Settlement Agreement. 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 5 of 43 Pg ID 3288
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), 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) 

Griffin v. Flagstar Bancorp, Inc., 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 Litigation, MDL 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., 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, 2010 U.S. Dist. LEXIS 110411 (E.D. Mich. Oct. 18,

2010) 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 6 of 43 Pg ID 3289
iii 

TABLE OF CONTENTS 

Page

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

THE BASIC TERMS AND BACKGROUND OF THE SETTLEMENT AGREEMENT ........... 4

ARGUMENT .................................................................................................................................. 9

I. Preliminary Approval Should be Granted Because the Proposed 

Settlement Falls Well Within the Range of Possible Approval. ............................. 9

A. The Settlement Agreement Achieves an Excellent Result for the 

Proposed Settlement Classes, Particularly Given the Expense, 

Duration, and Uncertainty of Continued Litigation. ................................. 12

B. The Settlement Agreement is the Result of Thorough Arm’sLength Negotiations Conducted By Highly Experienced Counsel........... 15

II. The Proposed Settlement Classes Should Be Provisionally Certified 

Pursuant to Rule 23. .............................................................................................. 17

A. The Proposed Settlement Classes Meet the Requirements of 

Rule 23(a).................................................................................................. 18

i. The Proposed Settlement Classes Are So Numerous That It 

Is Impracticable to Bring All Class Members Before the 

Court. ............................................................................................ 19

ii. End-Payor Plaintiff Class Representatives and the Proposed 

Settlement Classes Share Common Legal and Factual 

Questions....................................................................................... 19

iii. End-Payor Plaintiff Class Representatives’ Claims Are 

Typical of the Claims of the Members of the Proposed 

Settlement Classes. ....................................................................... 21

iv. Proposed Settlement Class Counsel and End-Payor Plaintiff 

Class Representatives Will Fairly and Adequately Protect 

the Interests of the Proposed Settlement Classes. ......................... 22

B. The Proposed Settlement Classes Meet the Requirements of 

Rule 23(b)(3). ............................................................................................ 23

i. Common Questions of Law and Fact Predominate. ..................... 23

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

Claims. .......................................................................................... 26

III. Notice to the Class Members. ............................................................................... 27

CONCLUSION ............................................................................................................................. 28

 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 8 of 43 Pg ID 3291
v 

TABLE OF AUTHORITIES 

Page(s) 

Cases 

Agretti v. ANR Freight Sys., Inc., 

982 F.2d 242 (7th Cir. 1992) ...................................................................................................10 

In re Aluminum Phosphide Antitrust Litig., 

160 F.R.D. 609 (D. Kan. 1995)................................................................................................20 

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

75 F.3d 1069 (6th Cir. 1996) .............................................................................................19, 21 

Amchem Prods., Inc. v. Windsor, 

521 U.S. 591 (1997) .....................................................................................................23, 24, 27 

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

133 S. Ct. 1184 (2013) .......................................................................................................18, 24 

In re Ampicillin Antitrust Litig., 

82 F.R.D. 652 (D.D.C. 1979) ...................................................................................................15 

In re Automotive Parts Antitrust Litigation, 

Master File No. 2:12-md-2311 ..............................................................................................1, 8 

Blades v. Monsanto Co., 

400 F.3d 562 (8th Cir. 2005) ...................................................................................................25 

In re Blood Reagents Antitrust Litig., 

283 F.R.D. 222 (E.D. Pa. 2012), vacated 783 F.3d 183 (3d Cir. 2015), class 

certification granted No. 09-2081, 2015 U.S. Dist. LEXIS 141909 (E.D. Pa.

Oct. 19, 2015) ..........................................................................................................................25 

Bobbitt v. Acad. of Reporting, 

No. 07-10742, 2009 U.S. Dist. LEXIS 62365 (E.D. Mich. Jul. 21, 2009) ..............................10 

Bowers v. Windstream Ky. East, LLC, 

Case No. 3:09-cv-440-H, 2013 U.S. Dist. LEXIS 157242 (W.D. Ky. Nov. 1, 

2013) ........................................................................................................................................16 

In re Cardizem CD Antitrust Litig., 

200 F.R.D. 297 (E.D. Mich. 2001) ..........................................................................................26 

In re Cardizem CD Antitrust Litig., 

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

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 9 of 43 Pg ID 3292
vi 

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) .............................................17, 20, 21, 24 

In re Chambers Dev. Sec. Litig., 

912 F. Supp. 822 (W.D. Pa. 1995) ...........................................................................................13 

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

803 F.2d 878 (6th Cir. 1986) ...................................................................................................11 

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

502 F.3d 91 (2d Cir. 2007).......................................................................................................25 

In re Corrugated Container Antitrust Litig., 

643 F.2d 195 (5th Cir. 1981) ...................................................................................................22 

In re Corrugated Container Antitrust Litigation, 

MDL 310, 1981 U.S. Dist. LEXIS 9687 (S.D. Tex. June 4, 1981) ...................................14, 15

Date v. Sony Elecs., Inc., 

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

2013) ........................................................................................................................................20 

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

248 F.R.D. 483 (E.D. Mich. 2008) ..........................................................................................17 

Dillworth v. Case Farms Processing, Inc., 

No. 5:08-cv-1694, 2010 U.S. Dist. LEXIS 20446 (N.D. Ohio Mar. 8, 2010) .........................26 

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

No. 02-md-1486, 2006 U.S. Dist. LEXIS 39841 (N.D. Cal. June 5, 2006) ............................20 

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

481 F.3d 1119 (9th Cir. 2007) .................................................................................................13 

Fidel v. Farley, 

534 F.3d 508 (6th Cir. 2008) .............................................................................................27, 28 

In re Foundry Resins Antitrust Litig., 

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

Golden v. City of Columbus, 

404 F.3d 950 (6th Cir. 2005) ...................................................................................................19 

Griffin v. Flagstar Bancorp, Inc., 

Case No. 2:10-cv-10610, 2013 U.S. Dist. LEXIS 173702 (E.D. Mich. Dec. 12, 

2013) ........................................................................................................................9, 16, 20, 21 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 10 of 43 Pg ID 3293
vii 

Hyland v. Homeservices of Am., Inc., 

Case No. 3:05-cv-612-R, 2008 U.S. Dist. LEXIS 90892 (W.D. Ky. Nov. 6, 

2008) ........................................................................................................................................18 

Int’l Union, UAW v. Ford Motor Co., 

Case Nos. 05-74730, 06-10331, 2006 U.S. Dist. LEXIS 70471 (E.D. Mich. 

July 13, 2006).....................................................................................................................10, 21 

IUE-CWA v. Gen. Motors Corp., 

238 F.R.D. 583 (E.D. Mich. 2006) ............................................................................................9 

Leonhardt v. ArvinMeritor, Inc., 

581 F. Supp. 2d 818 (E.D. Mich. 2008) ...................................................................................16 

In re Linerboard Antitrust Litig., 

 292 F. Supp. 2d 631 (E.D. Pa. 2003) .......................................................................................14 

Marcus v. Dep’t of Revenue, 

206 F.R.D. 509 (D. Kan. 2002)................................................................................................23 

Miller v. Univ. of Cincinnati, 

241 F.R.D. 285 (S.D. Ohio 2006) ............................................................................................19 

In re Packaged Ice Antitrust Litig., 

Case No. 08-md-01952, 2011 U.S. Dist. LEXIS 150427 (E.D. Mich. Dec. 13, 

2011) ........................................................................................................................................12 

In re Packaged Ice Antitrust Litig., 

Case 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-md-01952, 2010 U.S. Dist. LEXIS 140235 (E.D. Mich. Sept. 2, 2010) .....................17 

In re Packaged Ice Antitrust Litig., 

No. 08-md-01952, 2010 U.S. Dist. LEXIS 77645 (E.D. Mich. Aug. 2, 2010) .................11, 14 

In re Pressure Sensitive Labelstock Antitrust Litig., 

584 F. Supp. 2d 697 (M.D. Pa. 2008) ......................................................................................14 

Rankin v. Rots, 

No. 02-cv-71045, 2006 U.S. Dist. LEXIS 45706 (E.D. Mich. June 28, 2006) .......................11 

Reed v. Advocate Health Care, 

268 F.R.D. 573 (N.D. Ill. 2009) ...............................................................................................25 

In re Rent-Way Sec. Litig., 

305 F. Supp. 2d 491 (W.D. Pa. 2003) ......................................................................................14 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 11 of 43 Pg ID 3294
viii 

Robbins v. Koger Props., Inc., 

116 F.3d 1441 (11th Cir. 1997) ...............................................................................................13 

In re Scrap Metal Antitrust Litig., 

527 F.3d 517 (6th Cir. 2008) .......................................................................................23, 24, 25 

Sheick v. Auto Component Carrier LCC, 

Case No. 2:09-cv-14429, 2010 U.S. Dist. LEXIS 110411 (E.D. Mich. Oct. 18, 

2010) ........................................................................................................................................15 

In re Southeastern Milk Antitrust Litig., 

Case No. 2:09-md-1000, 2010 U.S. Dist. LEXIS 94223 (E.D. Tenn. Sept. 7, 

2010) ........................................................................................................................................18 

Stout v. J.D. Byrider, 

228 F.3d 709 (6th Cir. 2000) ...................................................................................................21 

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

Case No. 1:01-cv-9000, 2001 U.S. Dist. LEXIS 26714 (E.D. Ohio Oct. 19, 

2001) ........................................................................................................................................11 

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

259 F.R.D. 262 (E.D. Ky. 2009) ........................................................................................16, 27 

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

219 F.R.D. 661 (D. Kan. 2004)................................................................................................26 

In re Uranium Antitrust Litig., 

617 F.2d 1248 (7th Cir. 1980) .................................................................................................15 

In re Urethane Antitrust Litig., 

251 F.R.D. 629 (D. Kan. 2008)................................................................................................25 

In re Vitamins Antitrust Litig., 

209 F.R.D. 251 (D.D.C. 2002) .................................................................................................24 

Wal-Mart Stores, Inc. v. Dukes, 

131 S. Ct. 2541 (2011) .............................................................................................................17 

In re Warfarin Sodium Antitrust Litig., 

391 F.3d 516 (3d Cir. 2004).....................................................................................................13 

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

722 F.3d 838 (6th Cir. 2013) .................................................................................18, 19, 23, 25 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 12 of 43 Pg ID 3295
ix 

Other Authorities 

6A CHARLES ALAN WRIGHT & ARTHUR R. MILLER, FEDERAL PRACTICE AND 

PROCEDURE § 1522 (2d ed. 1990) ............................................................................................10 

4 HERBERT B. NEWBERG & ALBA CONTE, NEWBERG ON CLASS ACTIONS (4th ed. 

2005) 

 § 3:10 .......................................................................................................................................20 

 § 11.41................................................................................................................................11, 15 

 § 11.25......................................................................................................................................11 

MANUAL FOR COMPLEX LITIGATION (SECOND) (1986) 

 § 30.46 .....................................................................................................................................10 

MANUAL FOR COMPLEX LITIGATION (FOURTH) (2004) 

 § 13.12......................................................................................................................................10 

 § 21.32......................................................................................................................................17 

 § 21.63......................................................................................................................................10 

 § 21.662....................................................................................................................................17 

 § 30.41......................................................................................................................................10 

Rules 

Federal Rules of Civil Procedure 

Rule 23 ...............................................................................................................................17, 18 

Rule 23(a)......................................................................................................................... passim

Rule 23(a)(1) ............................................................................................................................19 

 Rule 23(a)(2) ................................................................................................................19, 20, 21 

 Rule 23(a)(3) ............................................................................................................................21 

 Rule 23(a)(4) ............................................................................................................................22 

Rule 23(b) ................................................................................................................................17 

Rule 23(b)(3) .................................................................................................................... passim

 Rule 23(b)(3)(D) ......................................................................................................................27 

 Rule 23(e)(1) ............................................................................................................................27 

Rule 23(g) ................................................................................................................................22 

2:15-cv-03003-MOB-MKM Doc # 82 Filed 09/11/17 Pg 13 of 43 Pg ID 3296
1 

The End-Payor Plaintiffs (“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 Robert 

Bosch GmbH and Robert Bosch LLC (together, “Bosch”), and provisional certification of the 

proposed Settlement Classes in the above-entitled action (“Actions”). 

PRELIMINARY STATEMENT 

Windshield Wiper Systems, Starters, Fuel Injection Systems and Spark Plugs (which 

include Spark Plugs, Standard Oxygen Sensors and Air Fuel Ratio Sensors) (together, “Relevant 

Parts”) are among the parts at issue in these coordinated multi-district proceedings, In re 

Automotive Parts Antitrust Litigation (“MDL Litigation”), Master File No. 2:12-md-2311.2

The Court appointed the undersigned firms as Interim Co-Lead Class Counsel and Interim 

Liaison Counsel for the End-Payor Plaintiffs’ Actions 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-cv-00100 (Aug. 

7, 2012), ECF No. 271. From the inception of these cases, Interim Co-Lead Class Counsel have 

represented the interests of the EPP classes, including overseeing and directing the prosecution 

and settlement of the claims brought against Bosch. This proposed settlement is a result of those 

efforts. 

 

2

 For the purposes of the proposed settlement, “Windshield Wiper Systems” has the meaning of 

the term as used in Paragraph 2 of the Corrected Consolidated Amended Class Action Complaint, 

Case No. 2:13-cv-00903-MOB-MKM (E.D. Mich. filed Feb. 10, 2015), ECF No. 59. “Starters” 

has the meaning of the term as used in Paragraph 2 of the Second Consolidated Amended Class 

Action Complaint, Case No. 2:13-cv-01103-MOB-MKM (E.D. Mich. filed Aug. 26, 2016), ECF 

No. 135. “Fuel Injection Systems” has the meaning of the term as used in Paragraph 2 of the 

Second Consolidated Amended Class Action Complaint, Case No. 2:13-cv-02203-MOB-MKM 

(E.D. Mich. filed Mar. 29, 2017), ECF No. 271. “Spark Plugs” has the meaning of the term as used 

in Paragraph 2 of the Consolidated Amended Class Action Complaint, Case No. 2:15-cv-03003-

MOB-MKM (E.D. Mich. filed Mar. 29, 2017), ECF No. 65. See Settlement Agreement ¶ 7. 

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2 

EPPs allege that, in furtherance of the alleged conspiracy, Defendants agreed, during 

meetings and conversations, to unlawfully fix, artificially raise, maintain and/or stabilize prices, 

rig bids for, and allocate the supply of Windshield Wiper Systems3, Starters4, Fuel Injection 

Systems5, and Spark Plugs6, and then sold those products at supracompetitive prices to automobile 

 

3

 The defendants in the “Windshield Wiper Systems” action are: DENSO Corporation, DENSO 

International America, Inc., DENSO International Korea Corporation (“DIKR”), DENSO Korea 

Automotive Corporation, ASMO Co., Ltd., ASMO North America, LLC, and ASMO Greenville 

of North Carolina, Inc. (collectively, “DENSO”), Mitsuba Corporation and American Mitsuba 

Corporation, (together, “Mitsuba”), Robert Bosch GmbH, Bosch Electrical Drives Co., Ltd. (f/k/a 

Korea Automotive Motor Corporation (“KAMCO”)) and Robert Bosch LLC (collectively, 

“Bosch”) (collectively, “Defendants”). See Corrected Consolidated Amended Class Action 

Complaint ¶ 1. 

4

 The defendants in the “Starters” action are: DENSO Corporation, DENSO International 

America, Inc. (together, “DENSO Defendants” or “DENSO”), Hitachi Automotive Systems, Ltd., 

Hitachi Automotive Systems Americas, Inc. (together, “Hitachi Defendants” or “Hitachi”), 

Mitsuba Corporation, American Mitsuba Corporation (together, “Mitsuba Defendants” or 

“Mitsuba”), Mitsubishi Electric Corporation, Mitsubishi Electric Automotive America, Inc. 

(together, “Mitsubishi Electric Defendants” or “Mitsubishi Electric”), Robert Bosch GmbH and 

Robert Bosch LLC (collectively, “Bosch Defendants” or “Bosch”), (all as defined below, and 

collectively “Defendants”). See Second Consolidated Amended Class Action Complaint ¶ 1. 

5

 The defendants in the “Fuel Injection Systems” action are: Aisan Industry Co., Ltd., Franklin 

Precision Industry, Inc., Aisan Corporation of America, Hyundam Industrial Co., Ltd., 

(collectively, “Aisan Defendants” or “Aisan”), DENSO Corporation, DENSO International 

America, Inc., DENSO Internation Korea Corporation (“DIKR”) (collectively, “DENSO 

Defendants” or “DENSO”), Keihin Corporation, Keihin North America, Inc. (together, “Keihin 

Defendants” or “Keihin”), Maruyasu Industries Co., Ltd. (“Maruyasu”), Mikuni Corporation, 

Mikuni American Corporation (together, “Mikuni Defendants” or “Mikuni”), Mitsuba 

Corporation, American Mitsuba Corporation (together, “Mitsuba Defendants” or “Mitsuba”), 

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

Automotive America, Inc. (collectively, “Mitsubishi Defendants” or “Mitsubishi”), Robert Bosch 

GmbH and Robert Bosch LLC (together, “Bosch Defendants” or “Bosch”), (all as defined below, 

and collectively “Defendants”). See Second Consolidated Amended Class Action Complaint ¶ 1. 

6

 The defendants in the “Spark Plugs” action are: DENSO Corporation, DENSO International 

America, Inc., DENSO Automotive Deutschland GmbH (collectively, “DENSO” or “DENSO 

Defendants”), NGK Spark Plug Co. Ltd., NGK Spark Plugs (U.S.A.), Inc. (together, “NGK” or 

“NGK Defendants”), Robert Bosch GmbH and Robert Bosch LLC (together, “Bosch” or “Bosch 

Defendants”) (collectively “Defendants”). See Consolidated Amended Class Action Complaint ¶ 

1. 

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3 

manufacturers in the United States and elsewhere. Bosch denies such allegations and has asserted 

defenses thereto. 

The settlement between the EPPs and Bosch is meaningful and substantial and will result 

in a payment of US $33,440,000 for the benefit of the EPP Class, a very significant achievement 

in this litigation. Standing alone, the monetary recovery from Bosch is remarkable, but the 

settlement is also valuable to the EPPs in that it requires Bosch to provide comprehensive 

discovery cooperation in the form of, inter alia, attorney proffers, interviews with and depositions 

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

claims asserted in the Actions. The ability to obtain such assistance without protracted and 

expensive discovery is extremely valuable to the EPPs. In addition, Bosch has also agreed to 

refrain from conduct that constitutes a per se violation of Section 1 of the Sherman Act (whether 

characterized as price fixing, market allocation, bid rigging, or otherwise) with respect to the sale 

of Windshield Wiper Systems, Starters, Fuel Injection Systems, and Spark Plugs for a period of 

twenty-four (24) months from the date of entry of final judgment. See Settlement Agreement ¶ 28. 

Additionally, Bosch’s sales will remain in the Actions 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 in the 

Actions. Settlement Agreement ¶ 54. 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 conspiracy, even those attributable to Bosch, less only the amount 

paid by Bosch in settlement. 

 

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

that the settlement with Bosch 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 Bosch 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 Bosch arises from extensive arm’s length and good faith 

negotiations, including the assistance of a neutral mediator. EPPs’ Interim Co-Lead Class Counsel 

engaged in extensive informal discovery before entering into the settlement with Bosch. Interim 

Co-Lead Class Counsel also participated in extensive negotiations that took place over a lengthy 

period of time through in-person meetings, numerous telephone calls and other communications. 

Settlement Classes: 

The Settlement Agreement defines the “Windshield Wiper Settlement Class” as follows: 

All persons and entities that, from January 1, 2000 through the Execution 

Date, purchased or leased a new Vehicle in the United States not for resale, 

which included one or more Windshield Wiper System(s) as a component 

part, or indirectly purchased one or more Windshield Wiper System(s) 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 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. 

Settlement Agreement ¶ 13(a).

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The Settlement Agreement defines the “Starters Settlement Class” as follows: 

All persons and entities that, from January 1, 2000 through the Execution 

Date, purchased or leased a new Vehicle in the United States not for resale, 

which included one or more Starter(s) as a component part, or indirectly 

purchased one or more Starter(s) 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 

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.. 

Settlement Agreement ¶ 13(b). 

The Settlement Agreement defines the “Fuel Injection Systems Settlement Class” as 

follows: 

All persons and entities that, from January 1, 2000 through the Execution 

Date, purchased or leased a new Vehicle in the United States not for resale, 

which included one or more Fuel Injection System(s) as a component part, 

or indirectly purchased one or more Fuel Injection System(s) 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 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 Fuel Injection Systems directly or for resale. 

Settlement Agreement ¶ 13(c). 

The Settlement Agreement defines the “Spark Plugs Settlement Class” as follows: 

All persons and entities that, from January 1, 2000 through the Execution 

Date, purchased or leased a new Vehicle in the United States not for resale, 

which included one or more Spark Plug(s), Standard Oxygen Sensor(s), or 

Air Fuel Ratio Sensor(s) as a component part, or indirectly purchased one 

or more one or more Spark Plug(s), Standard Oxygen Sensor(s), or Air Fuel 

Ratio Sensor(s) 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 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 

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instrumentalities, and persons who purchased one or more Spark Plugs, 

Standard Oxygen Sensors, or Air Fuel Ratio Sensors directly or for resale.. 

Settlement Agreement ¶ 13(d). 

Settlement Amount: Bosch has agreed to pay US $33,400,000 by wiring such funds to an 

escrow account (“Escrow Account”) established at Wells Fargo Bank within thirty (30) days 

following the later of (i) the entry of an order preliminarily approving the Settlement Agreement, 

or (ii) the date Bosch is provided with wiring instructions. Id. ¶ 26. 

Allocation: 

• For the Windshield Wipers Systems Settlement Class, $508,288 plus accrued 

interest on said deposits set forth in Paragraph 27 of the Settlement Agreement. 

• For the Starters Settlement Class, $1,039,984 plus accrued interest on said deposits 

set forth in Paragraph 27 of the Settlement Agreement. 

• For the Fuel Injection Systems Settlement Class, $2,892,560 plus accrued interest 

on said deposits set forth in Paragraph 27 of the Settlement Agreement. 

• For the Spark Plugs Settlement Class, $28,999,168 plus accrued interest on said 

deposits set forth in Paragraph 27 of the Settlement Agreement. 

Settlement Agreement. ¶ 16. 

Cooperation: Bosch 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 Bosch’s cooperation obligations is provided below. The terms of this cooperation are 

set forth in fuller detail in Section F (¶¶ 34-47) of the Settlement Agreement. Bosch’s obligation 

to cooperate includes, among many other things, the duty to provide: 

• Identity of Individuals. Within five (5) business days of the Execution Date of this 

Agreement, Counsel for Bosch shall provide Settlement Class Counsel with the identity of 

all current and former employees, directors and officers of Bosch who: (1) were 

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interviewed and/or prosecuted by any Government Entity in connection with alleged pricefixing, bid rigging and market allocation of Relevant Parts; and (2) appeared before the 

grand jury in the DOJ’s investigation into alleged antitrust violations with respect to 

Relevant Parts. Id. ¶ 35. 

• Transactional Data. Subject to meeting and conferring with End-Payor Plaintiffs as to the 

timing of the completion of production, Bosch will use its best efforts to produce 

preexisting transactional data in the format maintained in the ordinary course of business 

within ninety (90) days after preliminary approval by the Court of this Agreement 

concerning Bosch’s sales of Relevant Parts as defined in Paragraph 8 above that were sold 

to Original Equipment Manufacturers, or other purchasers of Relevant Parts from January 

1, 1998 through Execution Date. In addition, Bosch will provide, in response to a written 

request from Settlement Class Counsel, a single production of electronic transactional data 

generated during the two years after the Execution Date concerning Relevant Parts, as it 

exists in Bosch’s electronic databases at the time of the request, within sixty (60) days of 

the receipt of such request. Bosch shall preserve such transactional data until two (2) years 

after the Execution Date of this Agreement. Bosch will produce transaction data only from 

existing electronic transaction databases, except that, to the extent Bosch has not recorded 

or maintained electronic transaction data for any period between January 1, 1998 and two 

(2) years from the Execution Date of this Agreement, then Bosch will use reasonable efforts 

to produce existing hard copy records of sales transactions not recorded or maintained 

electronically in the existing electronic sales transaction database. Id. ¶ 36. 

• Identifying Vehicles. In addition, after conducting a reasonable search, Bosch shall, to the 

best of its knowledge, identify those Vehicles sold in the United States from January 1, 

2000 through the Execution Date of this Agreement that contain Relevant Parts sold by 

Bosch. Id. ¶ 37. 

• Documents. Bosch will use its best efforts to complete the production of the following 

Documents, other than Protected Documents, including English translations to the extent 

they exist, no later than sixty (60) days after preliminary approval by the Court of the 

Agreement. In addition, Bosch will provide, within ninety (90) days after receiving a 

written request from Settlement Class Counsel non-Protected Documents, including any 

translations, (1) provided to or seized by Government Entities relating to their investigation 

into alleged competition violations with respect to Relevant Parts; (2) concerning Relevant 

Parts previously collected and reviewed by Bosch that are relevant to the allegations in the 

Complaint; (3) concerning Bosch’s determination of its prices for Relevant Parts sold in 

the United States; (4) concerning Bosch’s process for approving prices to be submitted in 

response to requests for quotation (“RFQ”) for Relevant Parts sold in the United States; 

and (5) relating to issued RFQs, bids submitted in response to RFQs, RFQ award 

notifications, and post-award price adjustments for Relevant Parts, including any Annual 

Price Reduction (APR) Documents for Relevant Parts sold in the United States. Bosch will 

consider in good faith any reasonable request by End-Payor Plaintiffs to collect and 

produce other non-Protected Documents in Bosch’s possession, custody, or control that are 

not listed above, provided the request would not impose an undue burden on Bosch. 

Production of any documents pursuant to this paragraph shall be governed by the 

protections and obligations contained in Paragraph 34. Settlement Agreement ¶ 38. 

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• Attorney Proffers and Witness Interviews. Additionally, Bosch shall use its best efforts to 

cooperate with Settlement Class Counsel as set forth below: 

(a) Bosch’s counsel will make themselves available at a mutually agreed location in 

the United States for up to four (4) meetings of one business day to provide an attorneys’ 

proffer of facts known to them. Bosch further agrees to make six (6) persons available for 

interviews and depositions, provide six (6) declarations or affidavits from the same 

persons, and make those persons available to testify at trial. The interviews and deposition 

shall be conducted at a mutually agreed-upon location in the United States or London, and 

the depositions shall be limited to a total of seven (7) hours over one (1) day unless the 

deposition is in a language other than English, in which case the deposition shall be limited 

to a total of thirteen (13) hours over two (2) days. 

(b) In addition to its Cooperation obligations set forth herein, Bosch agrees to produce 

through affidavit(s), declaration(s). and/or at trial, in Settlement Class Counsel’s discretion, 

representatives qualified to authenticate, establish as business records or otherwise 

establish any other necessary foundation for admission into evidence of any Documents or 

transactional data produced or to be produced by Bosch. Settlement Class Counsel agrees 

to use their best efforts to obtain stipulations that would avoid the need to call Bosch 

witnesses at trial for the purpose of obtaining such evidentiary foundations. 

Settlement Agreement ¶ 39. 

Injunction: Bosch has agreed for a period of twenty-four (24) months from the date of the 

entry of final judgments in the Actions not to engage in conduct that constitutes a per se violation 

of Section 1 of the Sherman Act (whether characterized as price fixing, market allocation, bid 

rigging, or otherwise) with respect to the sale of Relevant Parts. Id. ¶ 28. 

Released Claims: The Settlement Agreement releases only (i) Bosch, (ii) all of Bosch’s 

past and present direct and indirect, parents, subsidiaries and affiliates, including their respective

predecessors, successors and assigns, and (iii) each and all of the present and former principals, 

partners, officers, directors, supervisors, employees, associates, agents, stockholders, members, 

representatives, insurers, attorneys, heirs, executors, administrators, and assigns of each of the 

persons and each of the persons and entities listed in (i) and (ii). “Releasees” does not include any 

defendant in the MDL Litigation other than Bosch. Id. ¶¶ 10-11. 

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The release does not include: (1) any claims made by direct purchasers of Relevant Parts; 

(2) any claims made by automotive dealerships that are indirect purchasers of Relevant Parts; (3) 

any claims made by any State, State agency, or instrumentality or political subdivision of a State 

as to government purchases and/or penalties; (4) claims involving any negligence, personal injury, 

breach of contract, bailment, failure to deliver lost goods, damaged or delayed goods, product 

defect, securities or similar claim relating to Relevant Parts; (5) claims concerning any automotive 

part other than Relevant Parts; (6) claims under laws other than those of the United States relating 

to purchases of Relevant Parts made by any Releasor outside of the United States; and (7) claims 

for damages under the state or local laws of any jurisdiction other than an Indirect Purchaser State. 

Id. ¶ 24. The Settlement Agreement also provides that sales shall remain in the continuing 

litigation against any current or future Defendants, who remain jointly and severally liable for all 

damages caused by the conspiracies. Id. ¶ 54. 

ARGUMENT 

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

extensive arm’s length negotiations by experienced counsel—but also a thoughtfully conceived 

resolution of the proposed Settlement Classes’ claims that maximizes its recovery and guarantees 

cooperation by Bosch in the continued prosecution of EPPs’ claims. 

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., Case 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. 

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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., Case 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.” 6A CHARLES ALAN WRIGHT & ARTHUR 

R. MILLER, FEDERAL PRACTICE AND PROCEDURE § 1522, at 225-26 (2d ed. 1990) (citing 1983 

Advisory Committee Notes); 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 of the settlement. See Manual § 21.63; see also Bobbitt v. Acad. of 

Reporting, No. 07-10742, 2009 U.S. Dist. LEXIS 62365, at *1 (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; see also Int’l Union, UAW v. Ford Motor Co., Case 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 

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parties, and that the settlement, taken as a whole, is fair, reasonable and adequate 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 at this point 

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., Case No. 

1:01-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 (FOURTH) § 21.662 at p. 460 (2004)). See also In re 

Packaged Ice Antitrust Litig., No. 08-md-01952, 2010 U.S. Dist. LEXIS 77645, at *35 (E.D. Mich. 

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Aug. 2, 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., Case No. 08-md-01952, 2011 U.S. Dist. LEXIS 150427, at *76 (E.D. Mich. Dec. 

13, 2011) (quoting Linerboard, 292 F. Supp.2d at 639); 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”). Motions have already 

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

the unique issues involved in discovery against foreign parties. 

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Additionally, Bosch would presumably 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 

conspiracy 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, given the stakes involved, an appeal is nearly certain to follow regardless of the 

outcome at trial. 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., 

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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 Class 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. Bosch’s 

$33,440,000 payment provides for significant compensation to the proposed Settlement Classes 

that will be available years earlier than would be the case if litigation against Bosch continued 

through trial and appeal. 

Of particular importance is the fact that the Settlement Agreement requires Bosch to 

provide substantial discovery cooperation to Interim Co-Lead Class Counsel by providing attorney 

proffers, interviews, depositions, and certain documents, among other cooperation. See Settlement 

Agreement § F ¶¶ 34-47. This cooperation is a significant class-wide benefit. See, e.g., In re 

Packaged Ice, 2010 U.S. Dist. LEXIS 77645, at *44 (“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; In re Corrugated 

Container Antitrust Litigation, MDL 310, 1981 U.S. Dist. LEXIS 9687, at *49 (S.D. Tex. June 4, 

1981); cf. In re Pressure Sensitive Labelstock Antitrust Litig., 584 F. Supp. 2d 697, 702 (M.D. Pa. 

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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 ¶ 54. 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 WL 2093, at *17; 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 Bosch settlement amount. 

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

Negotiations Conducted By Highly Experienced Counsel. 

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

arm’s-length negotiations among experienced counsel. Newberg § 11.41. The judgment of 

proposed Settlement Class Counsel that the settlement is in the best interest of the proposed 

Settlement Class “is entitled to significant weight, and supports the fairness of the class 

settlement.” Sheick v. Auto Component Carrier LCC, Case No. 2:09-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. 

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“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 was negotiated for many months by 

Interim Co-Lead Class Counsel in a process that involved numerous discussions with counsel for 

Bosch. Interim Co-Lead Class Counsel undertook a diligent and thorough investigation of the 

legal and factual issues posed by this litigation and consulted with experienced economists before 

negotiating this deal. 

Interim Co-Lead Class Counsel for the EPPs were well-informed about the facts and the 

strength of the claims asserted when the terms of the Settlement Agreement were 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 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, Case No. 3:09-cv-440-H, 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 discloses grounds to doubt its fairness – “[w]here a class settlement

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has been reached after meaningful discovery, after arm’s length negotiation, conducted by capable 

counsel, it is presumptively fair.” Manual § 21.662 at 464. 

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). 

While 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 the Rule’s requirements have been established.” 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, 

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2014) (citing 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 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., Case 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 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., Case No. 3:05-cv-612-R, 2008 U.S. Dist. LEXIS 90892, at *12 (W.D. 

Ky. Nov. 6, 2008). 

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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, 2000 through the Execution Date of the Settlement Agreement between Defendant 

Bosch and the EPPs, purchased or leased a new Vehicle in the United States not for resale which 

included one or more Relevant Parts as a component part or indirectly purchased one or more 

Relevant Parts as a replacement part. See Settlement Agreement ¶ 13. Within this period, it is 

beyond dispute that millions of persons and entities throughout the United States have purchased 

or leased Vehicles containing Relevant Parts not for resale or indirectly purchased Relevant Parts 

as a replacement part. 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. 

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. Front-Loading 

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Washer Prods. Liab. Litig., 722 F.3d at 853; see also Cason-Merenda, 296 F.R.D. at 536 (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., Case 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 “[a]ntitrust 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 antitrust action compels a finding that common questions of law and fact exist.” In re 

Dynamic Random Access Memory (DRAM) Antitrust Litig., No. 02-md-1486, 2006 U.S. Dist. 

LEXIS 39841, at *29 (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 the Defendants engaged in a combination and conspiracy among themselves 

to fix, raise, maintain, or stabilize the prices of Relevant Parts sold in the United States; 

• Whether the Defendants engaged in a combination and conspiracy among themselves 

to rig bids quoted to customers of Relevant Parts sold in the United States; 

• Whether the Defendants engaged in a combination and conspiracy to allocate 

customers and the markets for Relevant Parts sold in the United States; 

• The duration of the illegal conspiracy; and 

• Whether Defendants’ conduct resulted in unlawful overcharges on the prices of 

Relevant Parts. 

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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.” CasonMerenda, 296 F.R.D. at 537 (quoting In re Foundry Resins Antitrust Litig., 242 F.R.D. at 405); 

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 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 Plaintiff Class Representatives and the members of the proposed 

Settlement Classes believe they are all victims of the conspiracy to fix prices, rig bids, and allocate 

the market and customers for Relevant Parts, Rule 23(a)(3) is satisfied. See Cason-Merenda, 296 

F.R.D. at 537 (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 

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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 proposed Settlement 

Classes because EPPs and members of the proposed Settlement Classes: (i) purchased or leased in 

the United States Vehicles containing Relevant Parts; and/or (ii) indirectly purchased Relevant 

Parts as a replacement part, and 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 Bosch’s 

substantial cooperation. 

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 

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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 these Actions 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. 

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. 

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297, 307 (E.D. Mich. 2001)). 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.” 

Cason-Merenda, 296 F.R.D. at 535-36 (quoting 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, 133 S. Ct. 

at 1191. 

Because the EPPs allege conduct that injured the members of the proposed Settlement 

Classes, issues common to the members of the proposed Settlement Classes—for example, the 

existence and scope of the alleged price-fixing conspiracy among Defendants and the market 

impact of Defendants’ conspiracy—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 ON CLASS ACTIONS § 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 

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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).7

 Furthermore, here the 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 proposed Settlement Class. 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 this case. The presence of these common issues of liability and impact 

predominates over any individual issues and strongly supports provisional certification of the 

proposed Settlement Classes. 

 

7

 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. Financial 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., 283 F.R.D. 222, 234 (E.D. Pa. 2012), vacated 783 F.3d 183 (3d Cir. 2015), class 

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

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. Dillworth v. Case Farms Processing, Inc., No. 5:08-cv-1694, 2010 U.S. 

Dist. LEXIS 20446 (N.D. Ohio Mar. 8, 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 the members of the 

proposed Settlement Classes 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 

members of the proposed Settlement Classes purchased or leased new Vehicles containing 

Relevant Parts as a component part or indirectly purchased Relevant 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, 

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impose an unwarranted burden on this Court and other courts, and create a risk of inconsistent 

results”).8

III. Notice to the 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 submit to the Court a motion for authorization to disseminate notice 

of the settlement and final judgment contemplated by this Agreement to all Settlement Classes 

identified by End-Payor Plaintiffs (the ‘Notice Motion’).” Settlement Agreement ¶ 20. “The 

Notice Motion shall include a proposed form of, method for, and date of dissemination of notice.” 

 

8

 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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Id. Accordingly, with the Court’s permission, proposed Settlement Class Counsel will submit a 

proposed motion for authorization to disseminate notice 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 Bosch (as defined in the Settlement Agreement) in 

accordance with the terms of the Settlement Agreement; and 

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

this settlement. 

Date: September 11, 2017 Respectfully submitted, 

/s/ Steven N. Williams 

Steven N. Williams 

Elizabeth Tran 

Joyce Chang 

COTCHETT, PITRE & McCARTHY, LLP 

San Francisco Airport Office Center 

840 Malcolm Road, Suite 200 

Burlingame, CA 94010 

Telephone: (650) 697-6000 

Facsimile: (650) 697-0577 

swilliams@cpmlegal.com 

etran@cpmlegal.com 

jchang@cpmlegal.com 

Hollis Salzman 

Bernard Persky 

William V. Reiss 

ROBINS KAPLAN LLP 

399 Park Avenue, Suite 3600 

New York, NY 10022 

Telephone: (212) 980-7400 

Facsimile: (212) 980-7499 

HSalzman@RobinsKaplan.com 

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BPersky@RobinsKaplan.com 

WReiss@RobinsKaplan.com 

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 

Facsimile: (310) 789-3150 

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 Plaintiffs Classes 

E. Powell Miller (P39487) 

Devon P. Allard (P71712) 

THE MILLER LAW FIRM, P.C. 

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 Plaintiffs Classes 

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CERTIFICATE OF SERVICE 

I hereby certify that on September 11, 2017 I caused the foregoing 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/ Steven N. Williams 

Steven N. Williams 

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