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UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION

IN RE YAHOO! INC. SECURITIES 

LITIGATION

THIS DOCUMENT RELATES TO:

ALL ACTIONS

No. 5:17-cv-00373-LHK

CLASS ACTION

[PROPOSED] PRELIMINARY 

APPROVAL ORDER

Hon. Lucy H. Koh

WHEREAS:

(A) On April 24, 2017, the Court consolidated civil actions 5:17-CV-00373-LHK and 5:17-

CV-01525-LHK under the caption In re Yahoo! Inc. Securities Litigation, Lead Case No. 17-CV00373-LHK, appointed Ben Maher and Sutton View Partners LP as Lead Plaintiffs, and appointed 

Pomerantz LLP and Glancy Prongay & Murray LLP as Co-Lead Counsel;

(B) The First Amended Complaint for Violations of the Federal Securities Laws (Dkt. No. 

28) was filed on June 7, 2017, asserting claims against Yahoo! Inc. (“Yahoo”); Marissa Mayer, Ronald 

Bell, and Alexander Stamos (the “Individual Defendants,”);

(C) On November 22, 2017, the Court entered the Order Denying Defendants’ Motion to 

Dismiss and Motion For Joinder as Moot and ordered Plaintiffs to file a second amended class action 

complaint by February 2, 2018 (Dkt. No. 65);

(D) On February 2, 2018, Plaintiffs filed the operative Second Amended Class Action 

Complaint for Violations of the Federal Securities Laws (Dkt. No. 70), asserting claims against 

Defendants Yahoo! Inc. (“Yahoo” or the “Company”) and the Individual Defendants (together with 

Yahoo, the “Defendants”);

(E) Plaintiffs, on behalf of themselves and the Settlement Class, and Defendants (together, 

the “Parties”) have agreed to a settlement of all claims asserted in the Action against all Defendants

and have entered into a Stipulation and Agreement of Settlement dated March 2, 2018 (the 

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“Stipulation”) setting forth the terms and conditions for the proposed Settlement;

(F) Plaintiffs have applied to the Court under Fed. R. Civ. P. 23(e) for an order approving 

the Settlement in accordance with the terms of the Stipulation and for complete dismissal of this 

Action as to the Defendants;

(G) The Court having reviewed and considered Plaintiffs’ Motion for Preliminary Approval 

of Settlement and all papers submitted in support thereof, the Stipulation and the attached exhibits, and 

finding that substantial and sufficient grounds exist for entering this Preliminary Approval Order:

NOW, THEREFORE, IT IS HEREBY ORDERED:

1. All capitalized terms used herein shall have the same meaning as in the Stipulation.

2. This Court has jurisdiction over the subject matter of this Action and over all parties to 

this Action, including Settlement Class Members.

3. The Court preliminarily approves the Settlement and the proposed Plan of Allocation 

described in the Notice as fair, reasonable and adequate, pending a final settlement and fairness 

hearing, as described below. The Court preliminarily finds that the proposed Settlement should be 

approved as: (i) the result of serious, extensive arm’s-length and non-collusive negotiations; (ii) falling 

within a range of reasonableness warranting final approval; (iii) having no obvious deficiencies; 

(iv) not improperly granting preferential treatment to the Plaintiffs or segments of the Settlement Class; 

and (v) warranting notice of the proposed Settlement at the Settlement Hearing described below. 

Class Certification

4. Pursuant to Fed. R. Civ. P. 23(a) and (b)(3) and for the purposes of the Settlement only, 

the Court hereby preliminarily certifies the following class (the “Settlement Class”):

All persons who purchased or otherwise acquired Yahoo securities on the open market 

between April 30, 2013, and December 14, 2016, both dates inclusive (the “Settlement 

Class Period”). Excluded from the Settlement Class are (i) Defendants and the Individual 

Defendants’ family members, heirs, successors, or assigns; (ii) directors and officers of 

Altaba, Inc. (“Altaba”) and their families; (iii) any entity in which Defendants have a 

controlling interest; and (v) any Person who submits a request for exclusion from the 

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Settlement Class that is accepted by the Court.

5. Pursuant to Fed. R. Civ. P. 23(a) and (b)(3) and for the purposes of the Settlement only, 

the Court appoints Plaintiffs Sutton View Partners LP and Nafiz Talukder as class representatives for 

the Settlement Class, and Lead Counsel Glancy Prongay & Murray LLP and Pomerantz LLP as class 

counsel for the Settlement Class.

6. For the purposes of the Settlement only, the Court finds that the prerequisites for a class 

action under Fed. R. Civ. P. 23(a) and (b)(3) have been satisfied in that: (a) the number of Settlement 

Class Members is so numerous that joinder of all members thereof is impracticable; (b) there are 

questions of law and fact common to the Settlement Class; (c) the claims of the Plaintiffs are typical of 

the claims of the Settlement Class they seek to represent; (d) Plaintiffs fairly and adequately represent 

the interests of the Settlement Class; (e) questions of law and fact common to the members of the 

Settlement Class predominate over any questions affecting only individual members of the Settlement 

Class; and (f) a class action is superior to other available methods for the fair and efficient adjudication 

of this action. 

7. If the Stipulation is terminated or is not consummated for any reason, the foregoing 

certification of the Settlement Class shall be void and of no further effect, and the parties to the 

Stipulation shall be returned to the status each occupied before entry of this Order and before execution 

of the MOU and the Stipulation without prejudice to any legal argument that any of the parties to the 

Stipulation might have asserted in the Action.

8. The Court approves the appointment of Huntington National Bank as the Escrow Agent 

to manage the Settlement Fund for the benefit of the Settlement Class.

9. The Court approves the appointment of JND Legal Administration as the Settlement 

Administrator to supervise and administer the notice procedure and the processing of claims, and 

approves the payment of reasonable administration costs to the Settlement Administrator from the 

proceeds of the Settlement, not to exceed $300,000 without further Court order.

Stay Order

10. The Court orders the stay of any pending litigation and enjoins Plaintiffs, all other 

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Settlement Class Members, and anyone who acts or purports to act on their behalf, from commencing 

or prosecuting, in any court, arbitration, or other tribunal, any action which asserts any Settlement Class 

Claims against any of the Released Persons.

Form and Timing of Notice

11. The Court hereby approves, as to form and content, the proposed (i) Notice, 

(ii) Publication Notice, and (iii) Proof of Claim, substantially in the form of Exhibits B, C, and D to the 

Stipulation.

12. Pursuant to the terms of the Stipulation, Altaba shall cooperate in the production of 

information with respect to the identification of Settlement Class Members from Yahoo’s shareholder 

transfer records.

13. Within 20 days of entry of this Order, the Settlement Administrator shall:

a. cause to be mailed, to all Persons who purchased Yahoo securities during the 

Settlement Class Period, the Notice and a Proof of Claim substantially in the forms attached to the

Stipulation as Exhibits B and D; and

b. cause the Notice and Proof of Claim to be posted on the Settlement Administrator’s 

website.

14. Within 10 days of entry of this Order, the Settlement Administrator shall cause the 

Publication Notice, substantially in the form attached to the Stipulation as Exhibit C, to be published in 

a national business publication or via a national business newswire and posted on the Settlement 

Administrator’s website.

15. The Settlement Administrator shall make reasonable efforts to give notice to nominees, 

such as brokerage firms, who purchased or otherwise acquired Yahoo securities for the beneficial 

interest of other persons during the Settlement Class Period. Such nominees who purchased or 

otherwise acquired Yahoo securities for the beneficial interest of other persons during the Settlement 

Class Period are hereby directed to, within seven (7) days after receipt of the Notice, either (i) request 

from the Settlement Administrator sufficient copies of the Notice and Proof of Claim to forward to their 

beneficial owners, and within seven (7) days of receipt of those copies of the Notice and Proof of 

Claim, forward them to such beneficial owners; or (ii) provide the Settlement Administrator with lists 

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of the names and addresses of the beneficial owners. Promptly upon receipt of any such information 

from nominee purchasers, the Settlement Administrator shall cause the Notice and Proof of Claim to be 

mailed to such beneficial owners. Additional copies of the Notice and Proof of Claim shall be made 

available to any record holder requesting same for the purpose of distribution to beneficial owners.

16. Before the Settlement Hearing, Lead Counsel shall file with this Court proof of 

publication of the Publication Notice as well as a declaration describing the Settlement Administrator’s 

efforts to provide notice to Settlement Class Members in compliance with the specific requirements set 

forth above. 

17. This Court preliminarily finds that the form and method set forth herein of notifying the 

Settlement Class of the Settlement and its terms and conditions:

a. Constitute the best practicable notice to Settlement Class Members under the 

circumstances of this Action;

b. Are reasonably calculated, under the circumstances, to apprise Settlement Class 

Members of: (i) the proposed Settlement of this Action; (ii) their right to exclude 

themselves from the Settlement Class; (iii) their right to object to any aspect of the 

proposed Settlement; (iv) their right to appear at the Settlement Hearing, either on 

their own or through counsel hired at their own expense, if they did not exclude 

themselves from the Settlement Class; (v) their right to submit a claim as part of the 

Settlement; and (vi) the binding effect of the proceedings, rulings, orders, and 

judgments in this Action, whether favorable or unfavorable, on all persons not 

excluded from the Settlement Class;

c. Is reasonable and constitutes due, adequate, and sufficient notice to all persons 

entitled to be provided with notice; and

d. Fully satisfies all applicable requirements of the Federal Rules of Civil Procedure 

(including Fed. R. Civ. P. 23(c) and (d)), the United States Constitution (including 

the Due Process Clause), the Securities Exchange Act of 1934, 15 U.S.C. § 78u4(a)(7), the Private Securities Litigation Reform Act of 1995, the Rules of Court, and 

any other applicable law.

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Participation and Opt Out

18. Settlement Class Members who wish to participate in the Settlement shall complete and 

submit the Proof of Claim and Release form in accordance with the instructions contained in the 

Notice. Unless the Court orders otherwise, all Proofs of Claim and Release must be submitted no later 

than . Any Settlement Class Member who does not submit a Proof of 

Claim and Release within the time provided shall be barred from sharing in the distribution of the 

proceeds of the Net Settlement Fund, unless otherwise ordered by the Court, but shall nevertheless be 

bound by the Settlement and all determinations and judgments in the Action concerning the Settlement, 

whether favorable or unfavorable to the Settlement Class. Notwithstanding the foregoing, Lead Counsel

shall have the discretion to accept late-submitted claims for processing by the Settlement Administrator

so long as distribution of the Net Settlement Fund is not materially delayed thereby.

19. Any person falling within the definition of the Settlement Class may seek to be excluded 

from the Settlement Class by submitting to the Settlement Administrator a request for exclusion 

(“Request for Exclusion”), which complies with the requirements set forth in the Notice and is 

postmarked no later than . All persons who submit valid and timely 

Requests for Exclusion shall have no rights under the Stipulation, shall not share in the distribution of

the Net Settlement Fund, and shall not be bound by the Settlement Stipulation or the Judgment. 

However, a Settlement Class Member may submit a written revocation of a Request for Exclusion up 

until five (5) days prior to the date of the Settlement Hearing and still be eligible to receive payments 

pursuant to the Stipulation provided the Settlement Class Member also submits a valid Proof of Claim 

prior to the Settlement Hearing.

20. Upon receiving any Request for Exclusion, Lead Counsel or the Settlement 

Administrator shall promptly provide copies of such request(s) to Defendants’ counsel within five (5) 

business days, and in any event not less than fourteen (14) days prior to the Settlement Hearing.

Settlement Hearing; Right to Appear and Object

21. The Settlement Hearing shall take place before the undersigned, United States District 

Judge Lucy H. Koh, in Courtroom 8, 4th Floor, San Jose Courthouse, 280 South 1st Street, San Jose, 

CA 95113, on __________, 2018, at ____:__ _.m., to determine:

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a. Whether the Settlement, on the terms and conditions provided for in the Stipulation, 

should be finally approved by the Court as fair, reasonable, and adequate;

b. Whether a Judgment as provided in the Stipulation should be entered herein;

c. Whether the application for attorneys’ fees and expenses to be submitted by Lead

Counsel should be approved;

d. Whether the Plan of Allocation is fair and reasonable to the Settlement Class;

e. Whether the application for an award of reasonable costs and expenses to be 

submitted by Plaintiffs should be approved; and

f. Such other matters as the Court may deem necessary or appropriate.

22. The Plan of Allocation, Lead Counsel’s application for an award of attorneys’ fees, and 

Plaintiffs’ award of reasonable costs and expenses will be considered separately from the fairness, 

reasonableness, and adequacy of the Settlement. Any appeal relating solely to the Plan of Allocation, 

solely to Lead Counsel’s application for an award of attorneys’ fees and expenses, or solely to 

Plaintiffs’ application for an award of reasonable costs and expenses shall not operate to terminate or 

cancel the Settlement, or affect or delay the finality of the Judgment approving the Stipulation and the 

Settlement of the Action.

23. The Court may finally approve the Stipulation at or after the Settlement Hearing with 

any modifications agreed to by the parties and without further notice to the Settlement Class Members.

24. Any Settlement Class Member and any other interested person may appear at the 

Settlement Hearing in person or by counsel and be heard, to the extent allowed by the Court, either in 

support of or in opposition to the matters to be considered at the Hearing, provided, however, that no 

person shall be heard, and no papers, briefs, or other submissions shall be considered by the Court in 

connection to such matters, unless no later than , such person files 

with the Court a statement of objection signed by the objector, even if represented by counsel, setting 

forth: (i) whether the person is a Settlement Class Member; (ii) to which part of the Stipulation the 

Settlement Class Member objects; (iii) the specific reason(s), if any, for such objection including any 

legal support the Settlement Class Member wishes to bring to the Court’s attention and any evidence 

the Settlement Class Member wishes to introduce in support of such objection. Such Settlement Class 

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Member shall also provide documentation sufficient to establish the amount of publicly traded Yahoo

securities purchased and sold during the Settlement Class Period and the prices and dates of such 

transactions. Settlement Class Members wishing to appear in person at the Settlement Hearing must 

submit a Notice of Intention to Appear with the objection. If the objector intends to appear at the 

Settlement Hearing through counsel, the objection must also state the identity of all attorneys who will 

appear at the final approval hearing and such counsel must submit a Notice of Intention to Appear with 

the objection. Objection materials must be sent to the following:

Clerk of the Court

United States District Court

Northern District of California

280 South 1st Street

San Jose, CA 95113

Lead Counsel

Jeremy A. Lieberman

POMERANTZ LLP

600 Third Avenue, Floor 20

New York, NY 10016

Joshua L. Crowell

Joseph Cohen

GLANCY PRONGAY & MURRAY LLP

1925 Century Park East, Suite 2100

Los Angeles, CA 90067

Attorneys for Defendants

Jordan Eth 

Judson E. Lobdell

MORRISON & FOERSTER LLP

425 Market Street

San Francisco, CA 94105

David W. Shapiro

Martha Boersch

BOERSCH SHAPIRO LLP

633 Battery Street

San Francisco, CA 94111

Stuart L. Gasner

Jo W. Golub

Edward A. Bayley

KEKER, VAN NEST & PETERS, LLP

633 Battery Street

San Francisco, CA 94111

25. Lead Counsel shall file all papers, including memoranda or briefs in support of the 

Settlement, the Plan of Allocation, an award of attorneys’ fees and reimbursement of expenses, and 

Plaintiffs’ award of reasonable costs and expenses no later than . Reply 

papers, if any, shall be filed no later than ___________, 2018.

26. The Court reserves the right to adjourn or continue the Settlement Hearing, including the 

consideration of the motion for attorneys’ fees and expenses, without further notice of any kind. The 

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Court may approve the Settlement with modifications as may be agreed to by the Settling Parties, 

without further notice to the Settlement Class.

27. If the Settlement is approved, all Settlement Class Members will be bound by the terms 

of the Settlement as set forth in the Stipulation, and by any judgment or determination of the Court 

affecting the Settlement Class, regardless of whether or not a Settlement Class Member submits a Proof 

of Claim. Any member of the Settlement Class who fails to opt out of the Settlement Class or who fails 

to object in the manner prescribed therein shall be deemed to have waived, and shall be foreclosed 

forever from raising objections or asserting any claims arising out of, related to, or based in whole or in 

part on any of the facts or matters alleged in the Second Amended Complaint, or which could have 

been alleged, or which otherwise were at issue in the Action.

Other Provisions

28. Upon payment of the Settlement Consideration to the Escrow Account by or on behalf 

of the Defendants, the Settlement Fund shall be deemed to be in the custody of the Court and shall 

remain subject to the jurisdiction of the Court until such time as the Settlement Fund is distributed 

pursuant to the Stipulation and/or further order of this Court. There shall be no distribution of any part 

of the Net Settlement Fund to the Settlement Class until the Plan of Allocation is finally approved and 

the Court issues the Settlement Fund Distribution Order and until the Order and Final Judgment 

becomes Final.

29. Except for the obligations to cooperate in the production of reasonably available 

information with respect to the identification of Settlement Class Members from Yahoo’s shareholder 

transfer records, in no event shall the Defendants or any of the Released Defendant Persons have any 

responsibility for the administration of the Settlement, and neither the Defendants nor any of the 

Released Defendant Persons shall have any obligation or liability to the Plaintiffs, Lead Counsel, or the 

Settlement Class in connection with such administration.

30. No Person shall have any claim against Plaintiffs, Lead Counsel, the Settlement Class 

Members, the Settlement Administrator, the Escrow Agent or any other agent designated by Lead 

Counsel based on distribution determinations or claim rejections made substantially in accordance with 

this Stipulation and the Settlement, the Plan of Allocation, or further orders of the Court, except in the 

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case of fraud or willful misconduct. No Person shall have any claim under any circumstances against 

the Released Persons, based on any distributions, determinations, claim rejections or the design, terms, 

or implementation of the Plan of Allocation.

31. The Defendants have denied, and continue to deny, any and all allegations and claims 

asserted in the Second Amended Complaint and the Action and have represented that they entered into 

the Settlement solely in order to eliminate the burden, expense, and uncertainties of further litigation. 

This Order and the Stipulation, whether the Settlement contemplated by the Stipulation is consummated 

or not, and any statements made or proceedings taken pursuant to them are not, shall not be deemed to 

be, and may not be argued to be or offered or received:

a. against any of the Released Defendant Persons as evidence of, or construed as 

evidence of, any presumption, concession, or admission by any of the Released 

Defendant Persons with respect to the truth of any fact alleged by the Plaintiffs in the 

Second Amended Complaint or the Action, or the validity of any claim that has been 

or could have been asserted against any of the Defendants in the Second Amended 

Complaint or the Action, or the deficiency of any defense that has been or could 

have been asserted in the Action, or of any wrongdoing or liability by any of the 

Defendants, or any liability, fault, misrepresentation, or omission with respect to any 

statement or written document approved or made by any of the Defendants;

b. against the Plaintiffs or any Settlement Class Member or Lead Counsel as evidence 

of, or construed as evidence of, any infirmity of the claims alleged by the Plaintiffs 

in the Second Amended Complaint or the Action or of any lack of merit to the claims 

or the Second Amended Complaint or the Action or of any bad faith, dilatory motive, 

or inadequate prosecution of the claims or the Second Amended Complaint or the 

Action;

c. against any of the Defendants, the Plaintiffs, or any Settlement Class Member, or 

their respective legal counsel, as evidence of, or construed as evidence of, any 

presumption, concession, or admission by any of the Defendants, the Plaintiffs, or 

any Settlement Class Member, or their respective legal counsel, with respect to any 

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liability, negligence, fault, or wrongdoing as against any of the Defendants, the 

Plaintiffs, or any Settlement Class Member, or their respective legal counsel, in any 

other civil, criminal, or administrative action or proceeding, other than such actions 

or proceedings as may be necessary to effectuate the provisions of the Stipulation, 

provided, however, that the Defendants, the Plaintiffs, and any Settlement Class 

Member, or their respective legal counsel, may refer to the Stipulation to effectuate 

the liability protection and releases granted them thereunder;

d. against any of the Defendants as evidence of, or construed as evidence of, any 

presumption, concession, or admission by any of them that the Settlement 

Consideration represents the amount which could or would have been received after 

trial of the Action against them;

e. against the Plaintiffs or any Settlement Class Member or Lead Counsel as evidence 

of, or construed as evidence of, any presumption, concession, or admission by any of 

the Plaintiffs or any Settlement Class Member that any of their claims are without 

merit, or that any defenses asserted by the Defendants have any merit, or that 

damages recoverable in the Action would not have exceeded the Settlement Fund; or

f. as evidence of, or construed as evidence of, any presumption, concession, or 

admission that class certification is appropriate in this Action, except for purposes of 

this Settlement.

32. In the event that the Settlement does not become effective in accordance with the terms 

of the Stipulation, this Order shall be rendered null and void to the extent provided by and in 

accordance with the Stipulation and shall be vacated, and in such event, all orders entered and releases 

delivered in connection therewith shall be null and void to the extent provided by and in accordance 

with the Settlement, and without prejudice to the rights of the parties to the Stipulation before it was 

executed.

33. The Court retains jurisdiction over the Action to consider matters arising out of, or 

connected with, the Settlement.

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SO ORDERED in the Northern District of California on _____________, 2018.

THE HON. LUCY H. KOH

UNITED STATES DISTRICT JUDGE

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