UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION

Master File No.: 1:20-CV-3347 (MFK)

Judge: Hon. Matthew F. Kennelly 

Magistrate: Hon. Beth Jantz

NOMINAL DEFENDANT RTI SURGICAL HOLDINGS, INC.’S MEMORANDUM IN 

OPPOSITION TO PLAINTIFFS’ MOTION FOR ATTORNEY’S FEES AND EXPENSES

SIDLEY AUSTIN LLP

James W. Ducayet

One South Dearborn

Chicago, IL 60603

(312) 853-7621

jducayet@sidley.com

Counsel for Nominal Defendant

RTI Surgical Holdings, Inc. n/k/a Surgalign 

Holdings, Inc.

In re RTI Surgical Derivative Litigation

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TABLE OF CONTENTS

Page

INTRODUCTION ...........................................................................................................................1

FACTUAL AND PROCEDURAL BACKGROUND.....................................................................2

A. The Investigations and Restatement ............................................................2

B. The Lowry Class Action, the Copycat Derivative Litigation and 

Books and Records Demand.......................................................................2

C. The Settlement .............................................................................................3

ARGUMENT...................................................................................................................................4

I. The Lodestar Method is the Most Appropriate Approach for Determining 

Attorney’s Fees in This Case Involving Only Non-Monetary Recovery ................5

II. Derivative Counsel’s Lodestar Cannot Be Accurately Calculated Given the 

Lack of Supporting Documentation.........................................................................7

A. Plaintiffs Fail To Establish the Hours They Expended Are Reasonable .....7

B. Plaintiffs Fail to Establish that Their Hourly Rates Are Reasonable...........9

III. A Multiplier Is Not Warranted...............................................................................10

A. The Benefits Achieved and Case Complexity Are Baked into the 

Lodestar......................................................................................................10

B. Any Risks Borne by Derivative Counsel Do Not Justify a Multiplier ......11

CONCLUSION..............................................................................................................................13

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TABLE OF AUTHORITIES

Page(s)

Cases

In re Abbott-Depakote S’holder Deriv. Litig.,

No. 11-8114 (N.D. Ill. May 22, 2014).....................................................................................13

Adamik v. Motyka,

2018 WL 3574751 (N.D. Ill. July 25, 2018)............................................................................10

Americana Art China Co. v. Foxfire Printing & Pkg., Inc.,

743 F.3d 243 (7th Cir. 2014) .....................................................................................................5

Artis v. U.S. Indus.,

1990 WL 133520 (N.D. Ill. Sept. 11, 1990)............................................................................11

In re Assicurazioni Generali S.p.A. Holocaust Ins. Litig.,

2009 WL 762438 (S.D.N.Y. Mar. 24, 2009)...........................................................................11

Cohn v. Nelson,

375 F. Supp. 2d 844 (E.D. Mo. 2005)......................................................................................13

Florin v. Nationsbank of Georgia, N.A.,

34 F.3d 560 (7th Cir. 1994) .....................................................................................................12

In re Global Crossing Sec. & ERISA Litig.,

225 F.R.D. 436 (S.D.N.Y. 2004) .............................................................................................13

Gould v. Cederoth (Navistar Int’l Corp.),

2017 WL 11632382 (N.D. Ill. Jan. 25, 2017)..........................................................................13

Harman v. Lyphomed, Inc.,

945 F.2d 969 (7th Cir. 1991) ...........................................................................................6, 8, 10

Harper v. City of Chicago Heights,

223 F.3d 593 (7th Cir. 2000) .....................................................................................................9

Heriaud v. Ryder Transp. Servs.,

2006 WL 681041 (N.D. Ill. Mar. 14, 2006)...............................................................................5

In re J&J Deriv. Litig.,

2013 WL 6163858 (D.N.J. Nov. 25, 2013) .............................................................................12

Kirsch v. Fleet Street, Ltd.,

148 F.3d 149 (2d Cir. 1998).......................................................................................................7

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Mango v. BuzzFeed, Inc.,

397 F. Supp. 3d 368 (S.D.N.Y. 2019)........................................................................................5

In re MiMedx Group, Inc. S’holder Deriv. Litig.,

No. 18-cv-04486 (N.D. Ga. Dec. 21, 2020).............................................................................12

Mitchell v. Reiland (Broadwind Energy, Inc.),

No. 11-cv-01059 (N.D. Ill. Mar. 13, 2014)..............................................................................13

In re NCAA Student-Athlete Concussion Injury Litig.,

332 F.R.D. 202 (N.D. Ill. 2019).................................................................................................7

Ohio-Sealy Mattress Mfg. Co. v. Sealy Inc.,

776 F.2d 646 (7th Cir. 1985) .....................................................................................................7

Pickett v. Sheridan Health Care Ctr.,

664 F.3d 632 (7th Cir. 2011) ...................................................................................................10

Reid v. Unilever U.S.,

2015 WL 3653318 (N.D. Ill. June 10, 2015)................................................................... passim

In re Revolution Lighting Techs. Inc. Deriv. Action,

No. 19-cv-03913 (S.D.N.Y. Aug. 11, 2020)............................................................................13

Rubery v. Caplan,

2013 WL 12327500 (S.D.N.Y. Oct. 3, 2013)............................................................................6

Schlacher v. Law Offices of Phillip J. Rotche & Assocs.,

574 F.3d 852 (7th Cir. 2009) .................................................................................................6, 8

Shakman v. City of Chicago,

2008 WL 754124 (N.D. Ill. Mar. 18, 2008).............................................................................11

Sonii v. General Electric Co.,

2003 WL 21541039 (N.D. Ill. June 11, 2003)...........................................................................4

In re Star Scientific, Inc.,

2016 WL 4820637 (E.D. Va. Aug. 3, 2016)..........................................................................6, 8

Taubenfeld v. Aon Corp.,

415 F.3d 597 (7th Cir. 2005) .....................................................................................................5

In re Telesphere Int’l Sec. Litig.,

753 F. Supp 716 (N.D. Ill 1990)..........................................................................................8, 10

In re Tremont Sec. Law, State Law & Ins. Litig.,

2019 WL 516148 (S.D.N.Y. Feb. 11, 2019)............................................................................11

Ustrak v. Fairman,

851 F.2d 983 (7th Cir. 1988) .....................................................................................................9

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Vladimir Gusinsky Revocable Trust v. Tribune Publishing,

No. 2020-0716 (Del. Ch. May 2, 2021)...................................................................................12

Wal-Mart Stores, Inc. v. Visa U.S.A., Inc.,

396 F.3d 96 (2d Cir. 2005).......................................................................................................12

In re Walgreens Co. Deriv. Litig.,

No. 13-cv-05471 (N.D. Ill. Dec. 16, 2014)..............................................................................12

Wallace v. Fox,

7 F. Supp. 2d 132 (D. Conn. 1998)........................................................................................6, 8

Warfield v. City of Chicago,

733 F. Supp. 2d 950 (N.D. Ill. 2010).......................................................................................10

In re WorldCom, Inc. Sec. Litig.,

388 F. Supp. 2d 319 (S.D.N.Y. 2005)......................................................................................13

Yamada v. Nobel Biocare Holding AG,

825 F.3d 536 (9th Cir. 2016) .....................................................................................................6

Statutes

8 Del. C. § 220 .................................................................................................................................3

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Nominal Defendant RTI Surgical Holdings, Inc. n/k/a Surgalign Holdings, Inc. (the 

“Company”) submits this memorandum in opposition to Plaintiffs’ Motion for Approval of 

Attorney’s Fee and Expense Amount (D.E. 84) and supporting Memorandum of Law (D.E. 81) 

(the “Fee Motion” or “Mot.”).

INTRODUCTION

In the Fee Motion, counsel for Plaintiffs Niall Campbell, Dominick De Filippis, and David 

Summers ask this Court to award $1.5 million in attorney’s fees (the “Fee Request”). This 

represents a 2.44 multiplier on their purported lodestar of $613,943.00, for legal work performed 

by 22 different legal professionals—six partners, one of counsel, eight associates, three paralegals, 

and four research assistants/legal clerks—at six different law firms (collectively, “Derivative 

Counsel”). The Fee Request is unreasonable and deficient as a matter of law.

For their inflated request, Plaintiffs rely on the purported “substantial benefits [they] 

achieved,” the risk that they might be left “uncompensated for their time,” and the “complexity of 

the issues presented.” Mot. at 7, 10. But these factors are already included in a proper lodestar 

calculation and there are no “rare” circumstances here to warrant a multiplier. Moreover, Plaintiffs 

have not provided any detailed, contemporaneous billing records to support the Fee Request. 

Instead, they attach only bare-bones summaries of billings from six different law firms, which 

inevitably include duplication and do not satisfy their burden of demonstrating the reasonableness 

of the Fee Request.

The Company does not oppose an award of reasonable fees based on proper 

documentation, but the Fee Request is a significant overreach. This case has been stayed for longer 

than it has been actively litigated. And during the few months the case has been “active,” 

Derivative Counsel piggy-backed off the work of others, including investigative findings by the 

Company’s outside counsel and auditors in an internal investigation, as well as work undertaken 

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by plaintiffs’ counsel in Lowry v. RTI Surgical Holdings, Inc., No. 20 C 1939 (the “Lowry

Action”), the securities class action which forms the basis for this derivative action. Other than 

filing the initial complaints and one amended complaint, Derivative Counsel’s work in this case 

consisted largely of serving pre-complaint demand letters and a related books and records request 

on the Company, reviewing less than 1,000 pages of documents produced in response to the books 

and records request, and negotiating the settlement and their own fees. Neither these efforts, nor 

the corporate governance reforms obtained by them, justify an award of $1.5 million.

The Fee Motion should be denied or, alternatively, any fee award should be reduced to less 

than Derivative Counsel’s overstated lodestar of $613,943.00.

FACTUAL AND PROCEDURAL BACKGROUND

A. The Investigations and Restatement

On March 16, 2020, the Company announced that it would be unable to timely file its Form 

10-K for fiscal year 2019. That is because its Audit Committee, with the assistance of independent 

legal and forensic advisors, was conducting an investigation into the revenue recognition practices 

associated with one of its business segments (the “Internal Investigation”). Following the Internal 

Investigation, the Company restated its previously-issued audited financial statements for several 

years (the “Restatement”). The Restatement primarily involved the timing of revenue recognized 

from sales in a single business segment. The Company’s management concluded that its internal 

controls over financial reporting were not effective as of December 31, 2018 because there were 

material deficiencies in the Company’s control and monitoring activities. In the Restatement, the 

Company disclosed these deficiencies and the actions it had taken to address them.

B. The Lowry Class Action, the Copycat Derivative Litigation and Books and 

Records Demand

The Lowry Action, filed in April 2020, alleged that the Company and certain current and 

former officers and directors engaged in a fraudulent “revenue smoothing” practice, and made 

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false and misleading statements to investors that the Company had properly recognized revenue, 

its internal controls were adequate, and its public disclosures were complete.

On June 5, 2020, Plaintiff Summers filed the first shareholder derivative complaint, which 

largely parroted the allegations in the Lowry Action and asserted similar claims for purported 

violations of the federal securities laws, as well as additional state law claims. In June and July 

2020, respectively, Plaintiffs Campbell and De Filippis each filed similar derivative actions. The

Court consolidated the derivative actions and, in September 2020, upon request of the Parties, 

stayed the consolidated action pending resolution of the motions to dismiss that had been filed in 

the Lowry Action. The stay remained in force for seven months until April 2021, when the Court 

denied the motions to dismiss in the Lowry Action.1 In May 2021, stockholder Schweigert served 

a demand for books and records on the Company pursuant to 8 Del. C. § 220. In response to that 

request, the Company produced approximately 1,000 pages of non-privileged Board and Audit 

Committee meeting minutes and materials.

In June 2021, Plaintiffs filed an Amended Consolidated Complaint. It again piggy-backed 

on class plaintiff’s allegations and incorporated additional allegations based on the Restatement 

and the Court’s Order in the Lowry Action denying the motions to dismiss.2 That same month, 

Plaintiffs sent the Company a written settlement demand and Plaintiffs and Defendants (the 

“Parties”) agreed to mediate the derivative litigation and again stay this action.

C. The Settlement

On June 30, 2021, the Parties participated in a full-day mediation conference. Although a 

settlement was not reached on that day, the Parties and the mediator continued negotiations until 

1 The Court has preliminarily approved the $10.5 million settlement in the Lowry Action and the final 

approval hearing for that settlement is scheduled for January 24, 2022.

2 See, e.g., Amended Complaint at ¶¶ 200-08 (D.E. 57) (claiming the defendants committed wrongdoing by 

allowing Company to operate with deficient internal controls and quoting extensively from the disclosures 

in the Restatement to highlight those deficiencies).

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they reached an agreement-in-principle to settle the derivative litigation and signed a binding term 

sheet. In September 2021, the Parties finalized and executed a settlement stipulation (the 

“Stipulation”) (D.E. 73), in which the Company agreed to adopt certain corporate governance 

reforms (“Corporate Governance Reforms”) in exchange for Plaintiffs’ agreement to dismiss this 

action with prejudice. Defendants did not agree to—and the settlement does not include—any 

monetary payment. Later that month, the Court issued an Order for Preliminary Approval of the 

settlement (D.E. 78). The Preliminary Approval Order recognized that if the Parties were unable 

to reach agreement on attorney’s fees, Derivative Counsel could submit an award of up to $1.5 

million to the Court for its determination.

Thereafter, the Parties, with the assistance of the mediator, negotiated in good faith 

regarding the amount of fees to be paid to Derivative Counsel. The discussions broke down in 

October 2021. Before filing its Fee Motion on December 27, 2021, Plaintiffs did not inform the 

Company that the Fee Motion would be forthcoming, advise it of the amount of the Fee Request, 

or attempt to prepare a joint statement regarding the requested fees in compliance with Local Rule 

54.3. The Fee Motion does not include contemporaneous billing records to justify the hours billed 

or documentation to support the claimed hourly rates to allow the Company or the Court to gauge 

the reasonableness of the Fee Request.

ARGUMENT

The Company does not dispute that Derivative Counsel are entitled to a reasonable fee 

award upon submission of appropriate documentation.

3 However, the Company challenges the 

3 Plaintiff’s failure to comply with Local Rule 54.3 alone renders the Fee Motion deficient. Nevertheless, 

the Court has discretion to delay ruling on the Fee Motion until the protocols in Local Rule 54.3 are met or 

to waive them. See Reid v. Unilever U.S., 2015 WL 3653318, at *3 (N.D. Ill. June 10, 2015); Sonii v. 

General Electric Co., 2003 WL 21541039, at *3 (N.D. Ill. June 11, 2003). In addition, the Company takes 

no position on Plaintiffs’ request for $2,500.00 service awards for each Plaintiff. Mot. at 13. However, 

Plaintiffs’ request for reimbursement of $15,1018.85 in expenses (Id. at 12-13) is insufficiently supported. 

Even though the expenses would be taken from the attorney’s fees, Plaintiffs have not provided any 

supporting documentation such as invoices. “[C]ourts may reduce or decline to award costs altogether 

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inappropriate multi-factor standard Plaintiffs ask this Court to utilize in deciding the Fee Motion 

and the resultant oversized fee award. The method advocated by Plaintiffs is misplaced because 

the settlement did not produce any monetary benefit to the Company. Instead, where the recovery 

is limited to non-monetary corporate governance reforms, the lodestar method is favored.

Moreover, Plaintiffs’ $1.5 million Fee Request for work done by six different law firms 

undoubtedly seeks recovery for duplicative efforts. There is insufficient documentation to permit 

any meaningful analysis of the reasonableness of the requested fee. Additionally, Derivative 

Counsel piggy-backed off the work of others, they did not obtain any exceptional recovery for the 

Company or its shareholders, the case was settled at an early stage before the sufficiency of any 

complaint was tested, and the case was stayed for longer than it was litigated. As such, any 

multiplier of a properly computed lodestar, much less the 2.44 multiplier requested, is 

unwarranted.

I. The Lodestar Method is the Most Appropriate Approach for Determining Attorney’s 

Fees in This Case Involving Only Non-Monetary Recovery

A determination of the amount of attorney’s fees awarded, as well as the methods used to 

ascertain a reasonable fee, is within the sound discretion of the Court. See Americana Art China 

Co. v. Foxfire Printing & Pkg., Inc., 743 F.3d 243, 247 (7th Cir. 2014).

Plaintiffs ask this Court primarily to utilize a multi-factor approach that is generally 

reserved for cases where there is a monetary recovery.4 According to Plaintiffs, the Court should 

consider a number of factors including: (1) the amount of the benefit conferred (which Plaintiffs 

contend is the most important factor); (2) awards made in similar cases; (3) the skill and efficiency 

where counsel fails to proffer documentation of the expenses.” Mango v. BuzzFeed, Inc., 397 F. Supp. 3d 

368, 378 (S.D.N.Y. 2019) (denying costs where plaintiff “did not provide receipts, invoices, or any other 

sort of contemporaneous evidence” because “the Court ha[d] no warranted basis for noting their accuracy”); 

Heriaud v. Ryder Transp. Servs., 2006 WL 681041, at *4 (N.D. Ill. Mar. 14, 2006) (same).

4 See Mot. at 3 (citing Taubenfeld v. Aon Corp., 415 F.3d 597, 600 (7th Cir. 2005)) (court determined 

appropriateness of attorney’s fee award amounting to 30% of a $7.25 million settlement fund).

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of the attorneys involved; (4) the complexity and duration of the litigation; and (5) the risk of 

nonpayment. Mot. at 3. Plaintiffs suggest that the Court should “cross-check” the fee amount 

derived from these factors with a lodestar analysis. Id. at 9.

Plaintiffs cite no case in the Seventh Circuit to support their proffered approach where, as 

here, the recovery was solely non-monetary. This is not surprising. The non-monetary Corporate 

Governance Reforms are difficult, if not impossible, to value. The lodestar method, whereby the 

fee award is determined by multiplying a reasonable hourly rate by the number of hours reasonably 

expended on the litigation, presents no such inherent impracticalities or roadblocks. As a result, in 

similar circumstances, courts typically apply the traditional lodestar method.5

This Court should follow suit. The lodestar method is well-recognized and has been applied 

in the Seventh Circuit.6 Under the lodestar approach, the party seeking a fee award bears the burden 

of proving the reasonableness of the hours worked and the hourly rates. Reid v. Unilever U.S., 

2015 WL 3653318, at *3 (N.D. Ill. June 10, 2015). In considering whether a fee request is 

reasonable, the Court must exclude hours it deems “inadequately documented or not reasonably 

expended on the litigation” and reject any claimed rates that are unsupported by the necessary 

documentation or exceed market rates in the community. Id. at *3, 14. Once the lodestar is 

5 See, e.g., Yamada v. Nobel Biocare Holding AG, 825 F.3d 536, 546 (9th Cir. 2016) (finding lodestar 

method appropriate “where the relief sought and obtained is not easily monetized.”); In re Star Scientific, 

Inc., 2016 WL 4820637, at *4 (E.D. Va. Aug. 3, 2016) (in determining appropriateness of fee award in 

derivative action, court refused to try to monetize sole recovery—corporate governance reforms—and 

instead utilized lodestar approach); Rubery v. Caplan, 2013 WL 12327500, at *1 (S.D.N.Y. Oct. 3, 2013) 

(applying lodestar method in derivative action involving agreed governance reforms and no monetary 

payment because value of settlement was “difficult, if not impossible, to quantify.”); see also Wallace v. 

Fox, 7 F. Supp. 2d 132, 138-39 (D. Conn. 1998) (rejecting method based on recovery achieved by plaintiffs 

and applying lodestar approach in derivative action involving monetary and non-monetary recovery).

6 See Harman v. Lyphomed, Inc., 945 F.2d 969, 974 (7th Cir. 1991) (court exercised its discretion to reject 

method to evaluate fee issue based on percentage of monetary fund achieved in settlement and determined 

fee award based on “traditional” lodestar method); see also Reid, 2015 WL 3653318, at *3 (“To calculate 

an appropriate fee award, courts start with the ‘lodestar’ amount . . ..”); Schlacher v. Law Offices of Phillip 

J. Rotche & Assocs., 574 F.3d 852, 856 (7th Cir. 2009) (“Although there is no precise formula for 

determining a reasonable fee, the district court generally begins by calculating the lodestar. . .”).

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determined, the Court may, in its discretion, increase or reduce the lodestar amount by applying a 

multiplier. Id. at *24. However, there is a “strong presumption” that “the lodestar figure includes 

most, if not all, of the relevant factors” and therefore, constitutes a reasonable attorney’s fee. Id. 

(internal quotation marks omitted).

II. Derivative Counsel’s Lodestar Cannot Be Accurately Calculated Given the Lack of 

Supporting Documentation

Plaintiffs have the burden to demonstrate the reasonableness of their Fee Request. See Reid, 

2015 WL 3653318, at *3. The Fee Motion does not satisfy this burden. It lacks the necessary 

documentation to justify the reasonableness of the hours worked and the rates claimed.

A. Plaintiffs Fail To Establish the Hours They Expended Are Reasonable

Plaintiffs do not provide any contemporaneous billing records to support their claimed 

lodestar of $613,943.00. Instead, they submit lists from the six law firms seeking fees which 

identify each timekeeper, the number of hours he or she billed to the case and a claimed rate for 

each timekeeper, along with charts from five of those firms7 grouping each timekeeper’s hourly 

billings into one of seven general categories.8 See, e.g., Houston Decl., Ex. F-2 (Dkt. 1020). This 

is insufficient for the Company to evaluate, or the Court to approve, the Fee Request.9 As such, 

the fees should be reduced or sufficient documentation provided. The failure to submit their time 

records is particularly telling because some of these same counsel have been criticized in prior 

7 Miller Law, LLC provides no explanation as to the services it performed to warrant the $13,959.50 in fees 

it seeks. See Houston Decl., Ex. J (Dkt. 1162-65). For this reason, its fee request must be denied.

8 The categories include: “Factual Investigation including Books and Records Demand Production”; “Legal

Research”; “Litigation Strategy and Analysis”; “Draft Initial or Amended Complaint”; “Other Pleadings, 

Briefs, Pretrial Motions and Court Hearings”; “Settlement”; and “Client/ Shareholder Communication.”

9 See Kirsch v. Fleet Street, Ltd., 148 F.3d 149, 173 (2d Cir. 1998) (“Applications for fee awards should 

generally be documented by contemporaneously created time records that specify, for each attorney, the 

date, the hours expended, and the nature of the work done.”); Ohio-Sealy Mattress Mfg. Co. v. Sealy Inc., 

776 F.2d 646, 658 (7th Cir. 1985) (affirming district court’s reduction of hours based on vagueness of 

descriptions and failure to provide detailed analysis); In re NCAA Student-Athlete Concussion Injury Litig., 

332 F.R.D. 202, 224 (N.D. Ill. 2019) (reducing by half fees requested in submission with time entries 

“grouping several different activities into broad categories....”).

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cases for the same type of inherently deficient submissions.10

Even if this Court were to consider the Fee Motion in the absence of Derivative Counsel’s 

underlying billing records, a substantial reduction to the claimed lodestar is warranted given the 

inevitable duplication of effort among 22 legal professionals at six different law firms.11 Indeed, 

this litigation began with three separately filed derivative complaints by different law firms all 

seeking the same relief on behalf of the same entity. As the Court noted in In re Telesphere Int’l 

Sec. Litig. ̧ 753 F. Supp 716, 717 (N.D. Ill 1990):

[Such] multiplicity alone meant that a substantial number of lawyers had engaged 

in much the same threshold activity, very likely of significant scope, in order to 

prepare and file their complaints. And of course that initial activity was necessarily 

duplicative and ultimately provided no more benefit . . . than a single law firm’s 

efforts would have done. . . . [T]here is just no question that the hours spent by ten 

law firms . . . had to exceed by some substantial amount the time that lawyers in 

one law firm handling the ultimate single lawsuit would have had to spend in its 

preparation, filing and prosecution. And that is so no matter how efficiently the lead 

counsel and liaison counsel were in their efforts at coordination and in parceling 

out the work once the litigation team was organized.12

This case involves similar redundancies and duplication of effort. Derivative Counsel should not 

be rewarded with excessive fees for filing multiple complaints and conducting other overlapping 

work, and then seeking compensation for their duplicative efforts.13

10 See, e.g., In re Star Scientific, 2016 WL 4820637, at *2, 7, 8 n.14 (rejecting similar chart summaries and 

reducing initial proposed fee request by 50% following counsel’s submission of detailed records in response 

to court’s order and criticizing “widespread duplication of effort among the seven law firms billing time to 

this case.”); Wallace v. Fox, 7 F. Supp. 2d 132, 140 (D. Conn. 1998) (reducing lodestar by 53% because 

only chart summaries were provided).

11 See Schlacher, 574 F.3d at 858 (concluding “that it was unreasonable to require the defendant to pay for 

the time that four attorneys had collectively put into the case because their work necessarily overlapped and 

one competent attorney would have sufficed”); Harman, 945 F.2d at 972 (affirming district court’s order 

reducing the proposed lodestar where “large number of attorneys are billing a substantial amount of time 

and it appears that such circumstances resulted in otherwise unnecessary duplication of effort”).

12 Id. at 717-18 (noting inevitable duplication of effort when multiple firms involved and finding “logical 

measure of reasonable fee” is amount that would have been charged by one single firm); see also Schlacher, 

574 F.3d at 858 (affirming district court order that reduced hours claimed in fee petition because 

“collaboration among four attorneys had inevitably led to duplicative work and excessive billing”).

13 See, e.g., In re Star Scientific, 2016 WL 4820637, at *7-8 (finding fees sought by multiple law firms and 

lawyers that worked on the same or similar tasks” were excessive and reducing lodestar accordingly). Five 

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Accordingly, this Court should either deny the Fee Motion outright, with instructions to 

Plaintiffs to submit their billing records for review, or reduce the proposed lodestar by a reasonable 

percentage to offset the redundant and excessive hours inevitably embedded in the Fee Request.

See, e.g., Harper v. City of Chicago Heights, 223 F.3d 593, 605 (7th Cir. 2000) (“[W]hen a fee 

petition is vague or inadequately documented, a district court may either strike the problematic 

entries or . . . reduce the proposed fee by a reasonable percentage.”).

14

B. Plaintiffs Fail to Establish that Their Hourly Rates Are Reasonable

In support of the Fee Request, Derivative Counsel present declarations attesting that the 

hourly rates claimed “are the usual and customary rates in all of our cases” and are “reasonable in 

light of the current market rate for lawyers litigating similar complex actions.” See, e.g., Houston 

Decl. ¶ 62 (Dkt. 979). But these “self-serving [declarations] alone cannot establish the market rate 

for [Derivative Counsel’s] attorney’s services.” Harper, 223 F.3d at 604.

To satisfy their burden, Plaintiffs must not only present statements from Derivative 

Counsel attesting to the attorneys’ own rates, they must also submit specific evidence establishing 

of the firms seeking fees here collectively recorded over 112 hours to the vague category “Other Pleadings, 

Briefs, Pretrial Motions and Court Hearings” and 72 hours for “Litigation Strategy & Analysis.” These 

ambiguous categories likely improperly include time for duplicative efforts and are also questionable given 

the few months this case was actively litigated. See Houston Decl., Exs. F-2, G-2, H-2, I-2, K-2 (Dkts. 

1020, 1057, 1107, 1158, 1243).

14 The Fee Request also includes charts documenting hours purportedly billed by Derivative Counsel after 

the Stipulation of Settlement was finalized on September 11, 2021 through December 20, 2021. See 

Houston Decl. Exs. F-3, G-3, H-3, I-3, K-3 (Dkts. 1022, 1058, 1109, 1160, 1245). Plaintiffs claim that if 

this additional time is considered, their lodestar would be $813,582.00. Mot. at 10 n.6. These additional 

hours, included almost exclusively in the “Settlement” category of the charts and which post-date the 

finalization of the Stipulation, undoubtedly relate to negotiations about Derivative Counsel’s fee. Plaintiffs 

are not entitled to collect for these 300-plus hours, representing more than $200,000 in additional fees, 

disproportionate to the time spent on the merits. The additional hours spent on fees amount to about 25% 

of the total time Derivative Counsel spent on the merits; the Kahn Swick firm appears to have spent more 

than 40% of its total claimed hours on fees. To reward such a self-serving imbalance would be “the tail 

wagging the dog, with a vengeance.” See Ustrak v. Fairman, 851 F.2d 983, 987 (7th Cir. 1988) (disallowing 

two-thirds of lawyer time spent on fee petition where they spent 18 minutes on fees for every hour devoted 

to merits); Reid, 2015 WL 3653318 at *12 (“Where the time expended preparing a fee petition is 

disproportionate to the time spent on the merits of the case, courts reduce the amount of time recoverable 

for the preparation of the fee petition.”).

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10

the reasonableness of the requested rates in this District, where the legal services are rendered.15

“The Seventh Circuit has expressed a preference for third party affidavits” to accomplish this.16

Because Plaintiffs have failed to carry their burden in this regard, the Court may properly make its 

own determination of a reasonable rate for each of the attorneys included in the Fee Request. See 

Pickett, 664 F.3d at 640; Reid, 2015 WL 3653318, at *14.17

III. A Multiplier Is Not Warranted

Finally, Plaintiffs request a 2.44 multiplier on top of the already over-inflated lodestar 

because of the “substantial benefits achieved,” “the complexity of the issues presented,” and the 

risk of non-payment in taking this case on a contingent basis. Mot. at 9-10. But they are not entitled 

to any multiplier unless they can show the lodestar enhancement is justified. Reid, 2015 WL 

3653315, at *24. This is a heavy burden because, as noted, there is a “strong presumption” that the 

lodestar figure is reasonable.18 Indeed, a multiplier is appropriate only in “rare” or “exceptional”

cases “in which the lodestar does not adequately account for a factor that may properly be 

considered in determining a reasonable fee.” Perdue, 559 U.S. at 543. This is not such a case.

A. The Benefits Achieved and Case Complexity Are Baked into the Lodestar

No multiple is warranted because the factors upon which Plaintiffs rely for a lodestar 

15 See Reid, 2015 WL 3653318, at *14 (holding that requested rates must be “in line with those prevailing 

in the community”); Harper, 223 F.3d at 604 (finding that a reasonable hourly rate “for lodestar purposes 

is the rate that lawyers of similar ability and experience in their community normally charge their paying 

clients for the type of work in question.”) (internal quotation marks omitted).

16 See Reid, 2015 WL 3653318, at *14 (citing Pickett v. Sheridan Health Care Ctr., 664 F.3d 632, 640 (7th 

Cir. 2011)) (declining to award requested rates due to lack of third-party affidavits).

17 At least one recent survey of the legal profession reports that average hourly rates in the Midwest region 

in 2021 were significantly lower—$375 for partners and $225 for associates. See 49th Annual Survey of 

Law Firm Economics at 5, ALM Intelligence and Nat. L.J. (2021), attached at Ex. A. While not a perfect 

measure, this survey does provide some guidance to at least suggest that Derivative Counsel’s rates are 

inflated. 

18 Perdue, 559 U.S. at 554; see also In re Telesphere, 753 F. Supp at 718 (finding lodestar “already contains 

a multiplier of some material but unquantified amount.”).

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11

enhancement are subsumed in the lodestar calculation.

19 Derivative Counsel has not achieved any 

extraordinary results to justify a multiplier. Although each of the complaints sought monetary 

relief, Derivative Counsel achieved no monetary recovery for the Company. In addition, the 

agreed-upon Corporate Governance Reforms20 are typical of those obtained in non-monetary 

derivative settlements and do not warrant an upward adjustment to the lodestar. 21

B. Any Risks Borne by Derivative Counsel Do Not Justify a Multiplier

Nor is a multiplier warranted by any risks Plaintiffs faced in this case, including the risk of 

non-payment for bringing this action on a contingent basis. “[I]t is well established that the risk of 

nonpayment involved in a contingent-fee case” does not justify the enhancement of a lodestar. See 

Reid, 2015 WL 3653318, at *25 (noting that “an enhancement for contingency would likely 

duplicate in substantial part factors already subsumed in the lodestar.”).

Here, there was little to no risk for Derivative Counsel, who used the Company’s work in 

the internal investigation, its disclosures in the Restatement, and the order denying the motions to 

19 See Adamik v. Motyka, 2018 WL 3574751, at *11 (N.D. Ill. July 25, 2018) (citing Perdue, 559 U.S. at 

543) (finding “the lodestar figure includes most, if not all, of the relevant factors constituting a reasonable 

attorney’s fee,” and “the case’s novelty and complexity” and the “quality of an attorney’s performance” are 

generally “subsumed in the lodestar calculation.”); Reid, 2015 WL 3653318, at *3 (citing Warfield v. City 

of Chicago, 733 F. Supp. 2d 950, 957 (N.D. Ill. 2010)) (“[I]n this District, the amount of a recovery is 

considered to be a factor that is subsumed in the lodestar calculation.”); Harman, 787 F. Supp. 772 at 781 

(noting “the quality factor should be eliminated from consideration” as “superfluous since it reflects the 

type of performance expected of all attorneys and theoretically already has been taken into account by the 

district court in setting standardized rates.”); Artis v. U.S. Indus., 1990 WL 133520, at *2 (N.D. Ill. Sept. 

11, 1990) (noting that multipliers based on “superior quality of counsel’s performance” are discouraged 

and only available in “certain rare and exceptional cases”) (internal quotations omitted).

20 The Corporate Governance Reforms include the creation of a management-level Disclosure Committee, 

enhanced director education, limits to director service on other boards, revised Audit and Compensation 

Committee charters and enhanced whistleblower and insider trading policies, among others. See Stipulation 

§ V at ¶ 3 (D.E. 73). The Company’s acknowledgement in the Stipulation that these reforms confer a 

substantial benefit on it is a standard recital in derivative settlements and should not be misconstrued as an 

admission that the agreed-upon reforms warrant an upward adjustment to the lodestar amount.

21 See Reid, 2015 WL 3653315, at *25 (concluding that Plaintiffs failed to demonstrate that recovery was 

of exceptional nature to warrant a multiplier); Shakman v. City of Chicago, 2008 WL 754124, at *7 (N.D. 

Ill. Mar. 18, 2008) (rejecting multiplier because “[p]laintiffs simply have not achieved the extraordinary 

level of success necessary to justify [it].”).

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12

dismiss in the Lowry Action as a roadmap for their claims.22 Nor was the risk of non-payment to 

Derivative Counsel so extraordinary to justify an increase to the lodestar. Clearly, the half-a-dozen 

law firms which joined the fray to vie for lead counsel status believed the case was worth their 

efforts and that they would be paid.

23

Plaintiffs suggest that Florin v. Nationsbank of Georgia, N.A., 34 F.3d 560, 565 (7th Cir. 

1994) mandates a risk multiplier here. Plaintiffs misleadingly alter the holding of the case to 

suggest that it applies to all contingent, representative matters.24 It does not. Florin involved a 

monetary common fund from which the attorney’s fees were paid. Here, any awarded fee will be 

funded on behalf of the Company, the party whose interests Derivative Counsel are supposed to 

safeguard. Moreover, the multiplier there was 1.53, less than the 2.44 multiplier Plaintiffs seek, 

and below the Seventh Circuit’s “sensible ceiling” of 2 for multipliers. See Cook, 142 F.3d 1004, 

1013 (7th Cir. 1998).

Plaintiffs assert that the multiple is reasonable because it is “well below multipliers 

awarded in other corporate governance and securities cases.” Mot. at 10. The Court should not be 

guided by Plaintiffs’ selectively-picked cases, most of which are outside this District. None 

involved a contested fee petition. And nearly all either had a common fund, were class actions, 

involved dissimilar facts such as criminal investigations and high civil or criminal penalties, 

22 See In re Tremont Sec. Law, State Law & Ins. Litig., 2019 WL 516148, at *11 (S.D.N.Y. Feb. 11, 2019) 

(“[W]here claims were precipitated by public events, the risk undertaken by class counsel is especially 

slight”); In re Assicurazioni Generali S.p.A. Holocaust Ins. Litig., 2009 WL 762438, at *4 (S.D.N.Y. Mar. 

24, 2009) (discounting the requested fee by 44% where “much of these firms’ work involved review of 

work performed by Class Counsel or other attorneys.”).

23 See In re J&J Deriv. Litig., 2013 WL 6163858, at *11 (D.N.J. Nov. 25, 2013) (finding no risk to justify 

multiple because of “the number of attorneys seeking to be the first in the door in filing [suit] on behalf of 

shareholders, and the intense level of competition litigating who would become lead counsel.”).

24 Compare Florin, 34 F.3d at 565 (“[A] risk multiplier is not merely available in a common fund case but 

mandated, if the court finds that counsel ‘had no sure source of compensation for their services,’”) 

(emphasis added) with Mot. at 9 (“[A] risk multiplier is not merely available in [contingent, representative 

cases] but mandated, if the court finds that counsel had no sure source of compensation for their services.”).

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13

and/or, as Plaintiffs concede, were “settled at more advanced procedural postures.” Mot. at 7 n.4.

25

To the extent that the Court is inclined to look at precedent, other more factually-and procedurallysimilar cases support a much lower award than requested by Plaintiffs. See Gould v. Cederoth 

(Navistar Int’l Corp.), 2017 WL 11632382 (N.D. Ill. Jan. 25, 2017) (0.77 multiplier and $525,000 

in fees); Mitchell v. Reiland (Broadwind Energy, Inc.), No. 11-cv-01059 (N.D. Ill. Mar. 13, 2014) 

(0.63 multiplier and $600,000 in fees), attached at Ex. B; In re Revolution Lighting Techs. Inc. 

Deriv. Action, No. 19-cv-03913 (S.D.N.Y. Aug. 11, 2020) (0.96 multiplier and $583,000 in fees), 

attached at Ex. C.

CONCLUSION

For the foregoing reasons, Plaintiffs’ Motion for Approval of Attorney’s Fee and Expense 

Amount should be denied, with instructions to Plaintiffs to provide the appropriate documentation 

so the reasonableness of the Fee Request can be properly evaluated. Alternatively, the Court should 

exercise its discretion to significantly reduce the Fee Request below the $613,943.00 lodestar 

25 See In re Walgreens Co. Deriv. Litig., No. 13-cv-05471 (N.D. Ill. Dec. 16, 2014) (plaintiffs alleged that 

directors breached their fiduciary duties in connection with Walgreens overselling Oxycodone and 

company paying $80 million penalty to DEA; case settled after motion to dismiss was fully briefed for no 

monetary payment but plaintiffs’ counsel obtained funding from company for implementation of DEA 

settlement compliance addendum) (Houston Decl., Ex. D) (Dkt. 1002); Vladimir Gusinsky Revocable Trust 

v. Tribune Publishing, No. 2020-0716, Tr. at 30:10-16 (Del. Ch. May 2, 2021) (court decided attorney’s 

fees under common fund approach and found fees on “high end” were warranted where plaintiffs’ counsel 

achieved “fundamental corporate benefit” by removing poison pill from company’s rights agreement; ) 

(Houston Decl., Ex. L at 26) (Dkt. 1247); Wal-Mart Stores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 123 (2d 

Cir. 2005) (settlement of antitrust class action brought by merchants against credit card companies included 

$3 billion common fund); In re MiMedx Group, Inc. S’holder Deriv. Litig., No. 18-cv-04486 (N.D. Ga. 

Dec. 21, 2020) (case involved allegations of defrauding Veteran’s Affairs and related criminal and civil 

governmental investigations) (Houston Decl., Ex. A) (Dkt. 984); In re Abbott-Depakote S’holder Deriv. 

Litig. (“Abbott II”), No. 11-8114 (N.D. Ill. May 22, 2014) (heavily litigated case stemming from company’s 

off-label drug marketing resulting in $1.6 billion in civil and criminal penalties) (Houston Decl., Ex. E)

(Dkt. 1008); Cohn v. Nelson, 375 F. Supp. 2d 844, 862 (E.D. Mo. 2005) (global settlement of securities 

class actions and derivative action involving Charter Communication’s payment of $39 million to common 

fund in class action); In re WorldCom, Inc. Sec. Litig., 388 F. Supp. 2d 319, 354 (S.D.N.Y. 2005) (one of 

largest securities class action settlements ever with payment to common fund of over $2.5 billion in 

connection with collapse of WorldCom); In re Global Crossing Sec. & ERISA Litig., 225 F.R.D. 436 

(S.D.N.Y. 2004) (settlement of ERISA and securities class action involved $325 million payment to 

common fund).

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14

identified by Derivative Counsel.

Dated: January 10, 2022 Respectfully submitted,

By: /s James W. Ducayet

Counsel for Nominal Defendant

RTI Surgical Holdings, Inc.

n/k/a Surgalign Holdings, Inc.

SIDLEY AUSTIN LLP

One South Dearborn

Chicago, IL 60603

(312) 853-7621

jducayet@sidley.com

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EXHIBIT A

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2021 Survey of Law Firm Economics: Hourly Billing Rates

Trend Comparison – Senior Partners vs. Mid-level Associates

Charts--Median Standard Hourly Rate

National

Gender

Region

Firm Size

Population Area

Year Admitted to Bar

Years Legal Experience

Individual Lawyer Non-Litigation Specialties

Individual Lawyer Litigation Specialties

Individual Lawyer Non-Specialists

STANDARD HOURLY BILLING RATES

This section presents standard billing rates for equity partners and shareholders, non-equity partners and shareholders, associates 

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2021 Survey of Law Firm Economics: Hourly Billing Rates

TREND COMPARISON OF AVERAGE BILLING RATES IN LAW FIRMS

FOR 25 TO 29 YEAR PARTNERS AND 5 YEAR ASSOCIATES

$ Index $ Index

1985 128 100 82 100 1.56 100

1986 143 112 89 109 1.61 102

1987 142 111 96 117 1.48 106

1988 143 112 99 121 1.44 111

1989 157 123 108 132 1.45 116

1990 166 130 115 140 1.44 123

1991 170 133 118 144 1.44 129

1992 181 141 124 151 1.46 133

1993 184 144 124 151 1.48 137

1994 194 152 127 155 1.53 141

1995 198 155 132 161 1.50 145

1996 200 156 125 152 1.60 149

1997 207 162 134 163 1.54 153

1998 228 178 148 180 1.54 155

1999 230 180 160 195 1.44 159

2000 245 191 164 200 1.49 165

2001 259 202 168 205 1.54 170

2002 270 211 186 227 1.45 172

2003 274 214 189 230 1.45 176

2004 294 230 203 248 1.45 181

2005 301 235 193 235 1.56 188

2006 318 248 209 255 1.52 194

2007 336 263 220 268 1.53 200

2008 352 275 227 277 1.55 208

2009 346 270 218 266 1.59 207

2010 357 279 219 268 1.63 210

2011 378 295 252 307 1.50 217

2012 370 289 256 312 1.45 222

2013 375 293 251 299 1.53 225

2014 399 312 257 313 1.56 229

2015 444 347 307 374 1.45 233

2016 435 340 258 315 1.69 236

2017 482 377 294 359 1.64 242

2018 536 419 346 422 1.55 247

2019 491 384 290 354 1.69 251

2020 473 370 284 346 1.67 258

25th to 29th Year 5th Year Associate Ratio Partner to 

Assiociate Rates

CPI

Fiscal Year

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2021 Survey of Law Firm Economics: Hourly Billing Rates

MEDIAN FOR STANDARD HOURLY RATE BY REGION

for Status Codes Partner/Sharholder-Equity/Non-Equity and Associate/Staff Lawyer

Partner/ 

ShareholderEquity/Non-Equity

Associate/Staff 

Lawyer

Region Rate $ Rate $

Northeast $480 $313

Midwest $375 $225

South $450 $350

West $350 $260

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2021 Survey of Law Firm Economics: Hourly Billing Rates

MEDIAN FOR STANDARD HOURLY RATE BY FIRM SIZE

for Status Codes Partner/Sharholder-Equity/Non-Equity and Associate/Staff Lawyer

Partner/ 

ShareholderEquity/Non-Equity

Associate/Staff 

Lawyer

Firm Size Rate $ Rate $

1 to 9 Lawyers $400 $313

10 to 24 Lawyers $435 $238

41 to 75 Lawyers $375 $260

76 to 150 Lawyers $460 $350

Over 150 Lawyers $475 $295

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2021 Survey of Law Firm Economics: Hourly Billing Rates

MEDIAN FOR STANDARD HOURLY RATE BY POPULATION AREA

for Status Codes Partner/Sharholder-Equity/Non-Equity and Associate/Staff Lawyer

Partner/ 

ShareholderEquity/Non-Equity

Associate/Staff 

Lawyer

Population Area Rate $ Rate $

Metropolitan $423 $260

Metropolitan Division $550 $375

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2021 Survey of Law Firm Economics: Hourly Billing Rates

MEDIAN FOR STANDARD HOURLY RATE BY YEAR ADMITTED TO BAR

History Graph for Status Codes Partner/Sharholder-Equity/Non-Equity and Associate/Staff Lawyer

Partner/ 

ShareholderEquity/Non-Equity

Associate/Staff 

Lawyer

Year Admitted to Bar Rate $ Rate $

Before 1980 $558 $408

1980-1984 $505 $460

1985-1988 $510 $420

1989-1993 $475 $445

1994-1998 $450 $415

1999-2003 $435 $375

2004-2008 $400 $413

2009-2012 $350 $333

2013-2016 $315 $295

2017-2020 - $225

NATIONAL INDIVIDUAL STATUS CODES

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Equity Partner/Shareholder 18 537 $476 $375 $460 $560

Non-Equity Partner 17 310 $461 $375 $435 $525

Associate Lawyer 18 405 $311 $242 $295 $360

Staff Lawyer 6 17 $338 $275 $360 $390

Of Counsel 13 114 $435 $350 $400 $490

NATIONAL INDIVIDUAL STATUS CODES

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Partner/Shareholder- Equity/Non-Equity 18 847 $471 $375 $450 $545

Associate/Staff Lawyer 18 422 $312 $245 $295 $370

Of Counsel 13 114 $435 $350 $400 $490

Rate

Rate

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2021 Survey of Law Firm Economics: Hourly Billing Rates

GENDER

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Equity Partner/Shareholder/Proprietor 17 436 $484 $385 $465 $570

Non-equity Partner/Salaried Partner/Non-Participating Partne 17 207 $473 $390 $440 $540

Associate Lawyer 17 202 $318 $250 $300 $375

Staff Lawyer 4 7 $376 $285 $415 $475

Of Counsel 13 88 $450 $360 $405 $510

Equity Partner/Shareholder/Proprietor 15 101 $441 $350 $435 $525

Non-equity Partner/Salaried Partner/Non-Participating Partne 14 103 $437 $350 $425 $495

Associate Lawyer 17 203 $304 $225 $275 $350

Staff Lawyer 5 10 $312 $255 $320 $375

Of Counsel 9 26 $386 $325 $375 $460

GENDER BY YEARS OF LEGAL EXPERIENCE

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Under 2 years 11 25 $241 $200 $215 $250

2 or 3 years 10 29 $272 $225 $250 $295

4 or 5 years 11 41 $286 $250 $275 $310

6 or 7 years 12 37 $358 $300 $325 $395

8 to 10 years 15 55 $342 $295 $335 $375

11 to 15 years 14 105 $387 $330 $385 $420

16 to 20 years 15 87 $442 $375 $425 $480

21 to 30 years 17 204 $467 $385 $450 $523

31 or more years 16 312 $519 $415 $495 $590

Under 2 years 8 21 $224 $195 $210 $220

2 or 3 years 13 52 $250 $215 $225 $275

4 or 5 years 11 28 $283 $250 $260 $303

6 or 7 years 13 42 $305 $260 $290 $335

8 to 10 years 12 39 $356 $310 $345 $375

11 to 15 years 16 66 $395 $325 $375 $420

16 to 20 years 16 52 $408 $350 $410 $450

21 to 30 years 13 75 $444 $360 $450 $495

31 or more years 14 50 $499 $430 $488 $570

Rate

Rate

Male

Female

Male

Female

Gender/Status

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2021 Survey of Law Firm Economics: Hourly Billing Rates

ETHNICITY

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Equity Partner/Shareholder/Proprietor 3 3 $362 $345 $350 $390

Non-equity Partner/Salaried Partner/Non-Participating Partne 3 8 $479 $373 $470 $595

Associate Lawyer 6 37 $328 $275 $310 $350

Of Counsel 4 4 $303 $216 $303 $390

Equity Partner/Shareholder/Proprietor 2 2 $458 $345 $458 $570

Non-equity Partner/Salaried Partner/Non-Participating Partne 3 4 $464 $410 $450 $518

Associate Lawyer 4 17 $316 $260 $295 $350

Equity Partner/Shareholder/Proprietor 4 4 $444 $378 $465 $510

Non-equity Partner/Salaried Partner/Non-Participating Partne 3 6 $411 $340 $415 $475

Associate Lawyer 6 12 $310 $243 $328 $355

Equity Partner/Shareholder/Proprietor 2 2 $538 $535 $538 $540

Non-equity Partner/Salaried Partner/Non-Participating Partne 2 2 $438 $350 $438 $525

Associate Lawyer 4 7 $319 $220 $295 $390

Equity Partner/Shareholder/Proprietor 10 388 $488 $400 $475 $565

Non-equity Partner/Salaried Partner/Non-Participating Partne 10 202 $455 $385 $438 $510

Associate Lawyer 10 211 $300 $250 $295 $340

Staff Lawyer 3 8 $408 $360 $395 $445

Of Counsel 8 62 $482 $375 $450 $550

Rate

Ethnicity/Status

Asian or Pacific Islander

Hispanic or Latino

Multiracial

Caucasian, including 

Middle Eastern

African American or Black

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2021 Survey of Law Firm Economics: Hourly Billing Rates

REGION

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Equity Partner/Shareholder/Proprietor 6 230 $520 $445 $508 $590

Non-equity Partner/Salaried Partner/Non-Participating Partne 6 203 $475 $400 $450 $540

Associate/Staff Lawyer 1 204 $334 $263 $313 $375

Of Counsel 5 51 $473 $400 $455 $525

Equity Partner/Shareholder/Proprietor 6 136 $396 $320 $378 $460

Non-equity Partner/Salaried Partner/Non-Participating Partne 5 59 $391 $315 $375 $450

Associate/Staff Lawyer 6 101 $249 $200 $225 $275

Of Counsel 3 23 $330 $300 $350 $390

Equity Partner/Shareholder/Proprietor 4 144 $502 $385 $450 $588

Non-equity Partner/Salaried Partner/Non-Participating Partne 4 40 $518 $418 $468 $573

Associate/Staff Lawyer 4 87 $346 $265 $350 $410

Of Counsel 3 25 $487 $375 $400 $525

Equity Partner/Shareholder/Proprietor 2 27 $366 $350 $350 $370

Non-equity Partner/Salaried Partner/Non-Participating Partne 2 8 $359 $325 $350 $388

Associate/Staff Lawyer 2 30 $277 $260 $260 $295

Of Counsel 2 15 $381 $350 $350 $375

Rate

West

Region/Status

Northeast

Midwest

South

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2021 Survey of Law Firm Economics: Hourly Billing Rates

REGION BY YEARS OF LEGAL EXPERIENCE

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Under 2 years 5 19 $246 $215 $220 $290

2 or 3 years 4 36 $280 $223 $248 $295

4 or 5 years 4 32 $302 $258 $275 $328

6 or 7 years 6 37 $332 $275 $310 $340

8 to 10 years 5 50 $361 $315 $340 $375

11 to 15 years 6 90 $420 $350 $405 $440

16 to 20 years 6 72 $442 $380 $430 $488

21 to 30 years 6 150 $491 $430 $475 $540

31 or more years 5 201 $546 $480 $540 $615

Under 2 years 5 19 $193 $180 $195 $195

2 or 3 years 6 26 $222 $200 $220 $242

4 or 5 years 4 18 $247 $215 $230 $275

6 or 7 years 4 16 $288 $258 $300 $318

8 to 10 years 6 25 $310 $260 $300 $340

11 to 15 years 6 43 $337 $295 $330 $400

16 to 20 years 6 37 $388 $325 $415 $435

21 to 30 years 5 65 $388 $315 $375 $460

31 or more years 5 66 $433 $350 $400 $540

Under 2 years 3 5 $330 $200 $350 $400

2 or 3 years 3 12 $259 $200 $238 $318

4 or 5 years 4 10 $297 $250 $250 $350

6 or 7 years 4 19 $378 $300 $385 $420

8 to 10 years 3 15 $372 $300 $375 $430

11 to 15 years 4 33 $391 $325 $375 $440

16 to 20 years 3 25 $475 $400 $450 $570

21 to 30 years 4 45 $510 $400 $450 $625

31 or more years 4 74 $539 $400 $450 $575

Under 2 years 1 3 $250 $250 $250 $250

2 or 3 years 1 7 $276 $250 $260 $295

4 or 5 years 1 9 $281 $260 $260 $295

6 or 7 years 1 7 $283 $260 $295 $295

8 to 10 years 2 4 $331 $313 $338 $350

11 to 15 years 1 5 $304 $295 $325 $325

16 to 20 years 2 5 $317 $295 $300 $350

21 to 30 years 2 19 $355 $325 $350 $375

31 or more years 2 21 $400 $350 $360 $425

Rate

Region/Years of Experience

Northeast

Midwest

South

West

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2021 Survey of Law Firm Economics: Hourly Billing Rates

FIRM SIZE

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Equity Partner/Shareholder/Proprietor 3 6 $344 $229 $329 $475

Non-equity Partner/Salaried Partner/Non-Participating Partne 3 5 $372 $400 $400 $425

Associate/Staff Lawyer 3 8 $297 $229 $313 $350

Equity Partner/Shareholder/Proprietor 3 24 $571 $355 $440 $760

Non-equity Partner/Salaried Partner/Non-Participating Partne 3 5 $538 $380 $380 $410

Associate/Staff Lawyer 3 20 $277 $180 $238 $313

Equity Partner/Shareholder/Proprietor 6 138 $418 $325 $370 $485

Non-equity Partner/Salaried Partner/Non-Participating Partne 6 65 $410 $325 $395 $440

Associate/Staff Lawyer 6 111 $278 $220 $260 $305

Equity Partner/Shareholder/Proprietor 4 168 $465 $390 $450 $540

Non-equity Partner/Salaried Partner/Non-Participating Partne 4 71 $520 $425 $535 $595

Associate/Staff Lawyer 4 139 $355 $250 $350 $420

Equity Partner/Shareholder/Proprietor 2 201 $519 $440 $510 $590

Non-equity Partner/Salaried Partner/Non-Participating Partne 2 164 $456 $395 $440 $508

Associate/Staff Lawyer 2 144 $303 $253 $295 $340

Rate

Firm Size/Status

1 to 9 Lawyers

10 to 24 Lawyers

41 to 75 Lawyers

76 to 150 Lawyers

Over 150 Lawyers

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 33 of 99 PageID #:1347
2021 Survey of Law Firm Economics: Hourly Billing Rates

FIRM SIZE BY YEARS OF LEGAL EXPERIENCE

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Under 2 years 1 2 $215 $215 $215 $215

8 to 10 years 2 3 $248 $206 $212 $325

11 to 15 years 2 4 $304 $221 $307 $388

16 to 20 years 3 4 $332 $265 $338 $400

21 to 30 years 2 2 $413 $400 $413 $425

31 or more years 2 5 $397 $350 $425 $475

Under 2 years 3 4 $254 $193 $223 $315

2 or 3 years 1 3 $180 $180 $180 $180

6 or 7 years 2 3 $450 $240 $555 $555

8 to 10 years 2 4 $288 $278 $288 $298

11 to 15 years 3 5 $389 $310 $310 $410

16 to 20 years 2 5 $331 $320 $330 $355

21 to 30 years 3 12 $493 $380 $428 $655

31 or more years 2 14 $795 $445 $798 $1,220

Under 2 years 6 16 $232 $183 $195 $250

2 or 3 years 6 24 $249 $200 $250 $273

4 or 5 years 6 23 $255 $215 $260 $265

6 or 7 years 6 22 $294 $260 $295 $305

8 to 10 years 6 21 $313 $260 $300 $350

11 to 15 years 6 51 $358 $300 $335 $410

16 to 20 years 6 35 $426 $325 $425 $475

21 to 30 years 6 79 $409 $325 $370 $465

31 or more years 6 89 $428 $350 $390 $485

Under 2 years 2 10 $200 $195 $195 $200

2 or 3 years 4 26 $283 $215 $243 $345

4 or 5 years 4 19 $306 $250 $275 $345

6 or 7 years 4 25 $368 $300 $360 $400

8 to 10 years 4 28 $401 $340 $373 $465

11 to 15 years 4 47 $429 $350 $405 $475

16 to 20 years 4 38 $455 $395 $430 $500

21 to 30 years 4 68 $484 $400 $475 $540

31 or more years 4 94 $490 $410 $468 $570

Under 2 years 2 14 $256 $220 $235 $295

2 or 3 years 2 27 $250 $220 $240 $295

4 or 5 years 2 26 $288 $255 $275 $310

6 or 7 years 2 28 $311 $275 $300 $340

8 to 10 years 2 38 $342 $325 $340 $370

11 to 15 years 2 64 $392 $345 $390 $420

16 to 20 years 2 57 $429 $380 $430 $475

21 to 30 years 2 118 $479 $430 $470 $530

31 or more years 2 160 $559 $495 $550 $620

Rate

76 to 150 Lawyers

Over 150 Lawyers

Firm Size/Years of 

Experience

1 to 9 Lawyers

10 to 24 Lawyers

41 to 75 Lawyers

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 34 of 99 PageID #:1348
2021 Survey of Law Firm Economics: Hourly Billing Rates

POPULATION AREA

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Equity Partner/Shareholder/Proprietor 11 402 $443 $360 $425 $495

Non-equity Partner/Salaried Partner/Non-Participating Partne 11 188 $421 $343 $410 $453

Associate/Staff Lawyer 11 274 $270 $220 $260 $300

Equity Partner/Shareholder/Proprietor 7 135 $576 $515 $575 $625

Non-equity Partner/Salaried Partner/Non-Participating Partne 7 122 $523 $435 $495 $595

Associate/Staff Lawyer 7 148 $390 $330 $375 $438

POPULATION AREA BY YEARS OF LEGAL EXPERIENCE

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Under 2 years 10 35 $212 $190 $200 $220

2 or 3 years 9 63 $232 $210 $225 $250

4 or 5 years 9 55 $268 $250 $260 $275

6 or 7 years 9 56 $299 $273 $295 $315

8 to 10 years 10 60 $325 $298 $330 $348

11 to 15 years 10 117 $359 $325 $350 $400

16 to 20 years 10 88 $388 $350 $400 $435

21 to 30 years 11 195 $425 $355 $425 $475

31 or more years 10 255 $492 $400 $475 $550

Under 2 years 4 11 $301 $215 $295 $350

2 or 3 years 5 18 $347 $295 $338 $400

4 or 5 years 4 14 $349 $325 $343 $380

6 or 7 years 6 23 $404 $340 $395 $475

8 to 10 years 6 34 $388 $330 $370 $435

11 to 15 years 7 54 $457 $400 $430 $510

16 to 20 years 7 51 $499 $430 $480 $575

21 to 30 years 6 84 $543 $468 $515 $605

31 or more years 6 107 $573 $490 $580 $650

Rate

Rate

Population Area/Status

Metropolitan

Metropolitan Division

Population Area/Years of 

Experience

Metropolitan

Metropolitan Division

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 35 of 99 PageID #:1349
2021 Survey of Law Firm Economics: Hourly Billing Rates

YEAR ADMITTED TO BAR

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Before 1980 16 136 $525 $400 $500 $618

1980-1984 14 111 $512 $430 $495 $575

1985-1988 15 91 $503 $405 $490 $570

1989-1993 16 121 $493 $400 $475 $570

1994-1998 15 152 $448 $375 $443 $500

1999-2003 17 138 $438 $375 $430 $485

2004-2008 16 156 $401 $335 $400 $438

2009-2012 17 140 $353 $300 $340 $385

2013-2016 15 148 $309 $260 $295 $340

2017-2020 17 127 $249 $200 $225 $275

YEARS OF LEGAL EXPERIENCE

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Under 2 years 14 46 $234 $195 $215 $250

2 or 3 years 14 81 $258 $220 $240 $275

4 or 5 years 13 69 $284 $250 $265 $310

6 or 7 years 15 79 $330 $275 $305 $350

8 to 10 years 16 94 $348 $300 $340 $375

11 to 15 years 17 171 $390 $330 $375 $420

16 to 20 years 17 139 $429 $370 $425 $475

21 to 30 years 17 279 $461 $380 $450 $515

31 or more years 16 362 $516 $420 $495 $580

Rate

Rate

Year Admitted to Bar

Yeas of Experience

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 36 of 99 PageID #:1350
2021 Survey of Law Firm Economics: Hourly Billing Rates

INDIVIDUAL NON-LITIGATION SPECIALTIES

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Administrative/Legislative/

Regulatory

Partner/Shareholder- Equity/Non-Equity

3 7 $507 $480 $515 $580

Banking Partner/Shareholder- Equity/Non-Equity 2 5 $445 $460 $465 $465

Bankruptcy Partner/Shareholder- Equity/Non-Equity 4 7 $478 $310 $490 $565

Partner/Shareholder- Equity/Non-Equity 3 8 $561 $480 $570 $660

Associate/Staff Lawyer 2 3 $320 $280 $330 $350

Partner/Shareholder- Equity/Non-Equity 1 2 $245 $245 $245 $245

Associate/Staff Lawyer 1 4 $210 $195 $210 $225

Partner/Shareholder- Equity/Non-Equity 5 13 $630 $390 $550 $810

Associate/Staff Lawyer 3 6 $364 $235 $325 $555

Partner/Shareholder- Equity/Non-Equity 5 27 $468 $420 $460 $540

Associate/Staff Lawyer 5 15 $269 $215 $275 $320

Environmental Partner/Shareholder- Equity/Non-Equity 1 3 $370 $330 $380 $400

Partner/Shareholder- Equity/Non-Equity 3 35 $457 $400 $450 $495

Associate/Staff Lawyer 4 19 $288 $265 $285 $305

Partner/Shareholder- Equity/Non-Equity 5 38 $440 $330 $390 $485

Associate/Staff Lawyer 6 19 $266 $200 $225 $310

Partner/Shareholder- Equity/Non-Equity 2 3 $482 $300 $525 $620

Associate/Staff Lawyer 1 2 $338 $325 $338 $350

Intellectual Property Partner/Shareholder- Equity/Non-Equity 4 32 $442 $385 $430 $498

Associate/Staff Lawyer 3 18 $241 $180 $235 $275

Labor/Collective Bargaining 

(Mgmt.)

Partner/Shareholder- Equity/Non-Equity

2 5 $424 $300 $475 $505

Partner/Shareholder- Equity/Non-Equity 3 5 $477 $490 $500 $500

Associate/Staff Lawyer 2 5 $311 $250 $295 $295

Partner/Shareholder- Equity/Non-Equity 3 17 $511 $450 $510 $580

Associate/Staff Lawyer 2 3 $262 $255 $255 $275

Partner/Shareholder- Equity/Non-Equity 7 41 $489 $435 $475 $525

Associate/Staff Lawyer 6 13 $318 $275 $275 $405

Securities Partner/Shareholder- Equity/Non-Equity 2 5 $463 $375 $385 $530

Partner/Shareholder- Equity/Non-Equity 6 15 $606 $475 $595 $760

Associate/Staff Lawyer 3 2 $365 $270 $365 $460

Partner/Shareholder- Equity/Non-Equity 7 23 $471 $410 $475 $570

Associate/Staff Lawyer 5 8 $311 $215 $310 $383

Partner/Shareholder- Equity/Non-Equity 5 16 $556 $350 $560 $800

Associate/Staff Lawyer 3 15 $494 $310 $570 $600

Partner/Shareholder- Equity/Non-Equity 3 47 $505 $375 $475 $605

Associate/Staff Lawyer 3 18 $302 $275 $295 $340

Rate

Specialty/Status

Commercial/Contracts

Health Care

Mergers/Acquisitions

Municipal Finance

Real Estate

Taxation

Education

Employee Benefits (ERISA)

Employment (FLSA, ADA, 

ADEA)

Family Law/Domestic 

Relations

General Business

Trusts/Estates/Probate

Other Non-litigation 

Specialty

Multiple Non-litigation 

Specialties

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 37 of 99 PageID #:1351
2021 Survey of Law Firm Economics: Hourly Billing Rates

INDIVIDUAL NON-LITIGATION SPECIALTIES BY YEARS OF LEGAL EXPERIENCE

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

21 to 30 years 2 2 $368 $255 $368 $480

31 or more years 2 4 $621 $543 $610 $700

Banking 11 to 15 years 1 2 $398 $335 $398 $460

8 to 10 years 2 2 $430 $295 $430 $565

11 to 15 years 2 3 $427 $350 $440 $490

21 to 30 years 2 2 $463 $410 $463 $515

31 or more years 3 3 $505 $360 $425 $730

16 to 20 years 2 2 $518 $350 $518 $685

21 to 30 years 2 2 $460 $380 $460 $540

31 or more years 3 6 $558 $490 $555 $640

Under 2 years 1 2 $195 $195 $195 $195

31 or more years 2 2 $448 $405 $448 $490

Under 2 years 2 2 $295 $190 $295 $400

6 or 7 years 1 2 $555 $555 $555 $555

8 to 10 years 1 2 $320 $250 $320 $390

11 to 15 years 1 2 $320 $305 $320 $335

21 to 30 years 3 3 $618 $495 $550 $810

31 or more years 3 7 $795 $560 $615 $1,220

Under 2 years 3 4 $206 $195 $215 $218

2 or 3 years 2 3 $213 $200 $215 $225

4 or 5 years 1 2 $293 $275 $293 $310

6 or 7 years 2 2 $323 $320 $323 $325

8 to 10 years 2 2 $295 $295 $295 $295

11 to 15 years 4 7 $377 $360 $375 $415

16 to 20 years 2 6 $424 $415 $430 $435

21 to 30 years 3 9 $487 $460 $475 $520

31 or more years 3 8 $530 $453 $575 $575

Environmental 21 to 30 years 1 2 $355 $330 $355 $380

Under 2 years 1 2 $218 $180 $218 $255

2 or 3 years 1 3 $268 $265 $265 $275

4 or 5 years 2 2 $280 $275 $280 $285

6 or 7 years 2 6 $288 $255 $305 $315

8 to 10 years 2 5 $327 $305 $325 $345

11 to 15 years 2 11 $385 $385 $400 $410

16 to 20 years 2 5 $426 $435 $450 $450

21 to 30 years 2 11 $473 $440 $490 $545

31 or more years 2 10 $510 $475 $490 $500

Under 2 years 3 5 $212 $190 $195 $200

2 or 3 years 3 4 $219 $213 $225 $225

4 or 5 years 3 3 $263 $215 $265 $310

6 or 7 years 3 5 $307 $310 $320 $360

11 to 15 years 3 7 $362 $300 $360 $450

16 to 20 years 4 10 $448 $325 $393 $585

21 to 30 years 3 10 $424 $300 $373 $425

31 or more years 5 17 $459 $360 $435 $525

Health Care 21 to 30 years 3 4 $430 $313 $400 $548

Rate

Administrative/Legislative/

Regulatory

Bankruptcy

Commercial/Contracts

Education

Employee Benefits (ERISA)

Specialty/Years of 

Experience

Employment (FLSA, ADA, 

ADEA)

Family Law/Domestic 

Relations

General Business

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 38 of 99 PageID #:1352
2021 Survey of Law Firm Economics: Hourly Billing Rates

Under 2 years 2 2 $203 $170 $203 $235

8 to 10 years 3 4 $319 $255 $315 $383

11 to 15 years 2 6 $404 $310 $350 $430

16 to 20 years 2 8 $384 $338 $415 $430

21 to 30 years 3 15 $454 $395 $455 $500

31 or more years 4 7 $522 $450 $500 $595

Labor/Collective Bargaining 

(Mgmt.)

21 to 30 years 2

4 $455 $383 $490 $528

2 or 3 years 1 2 $238 $225 $238 $250

8 to 10 years 1 2 $435 $370 $435 $500

31 or more years 2 2 $508 $490 $508 $525

8 to 10 years 2 2 $300 $275 $300 $325

11 to 15 years 1 3 $375 $345 $375 $405

16 to 20 years 1 2 $508 $475 $508 $540

21 to 30 years 2 2 $458 $450 $458 $465

31 or more years 1 9 $590 $510 $580 $630

Under 2 years 2 2 $213 $210 $213 $215

2 or 3 years 2 2 $275 $275 $275 $275

4 or 5 years 3 3 $317 $275 $275 $400

6 or 7 years 2 2 $273 $270 $273 $275

11 to 15 years 4 5 $408 $405 $420 $430

16 to 20 years 5 12 $471 $435 $468 $500

21 to 30 years 4 10 $470 $455 $473 $480

31 or more years 7 21 $505 $435 $510 $550

21 to 30 years 2 3 $427 $375 $375 $530

31 or more years 2 3 $478 $385 $400 $650

4 or 5 years 2 1 $460 $460 $460 $460

11 to 15 years 2 2 $445 $270 $445 $620

16 to 20 years 3 3 $442 $425 $425 $475

21 to 30 years 4 7 $561 $425 $570 $655

31 or more years 4 6 $764 $595 $780 $915

2 or 3 years 3 4 $255 $200 $238 $310

11 to 15 years 6 7 $401 $330 $410 $420

16 to 20 years 1 2 $405 $395 $405 $415

21 to 30 years 4 7 $459 $360 $475 $550

31 or more years 4 12 $504 $450 $528 $578

4 or 5 years 2 2 $293 $275 $293 $310

6 or 7 years 2 3 $468 $295 $510 $600

8 to 10 years 2 2 $450 $300 $450 $600

11 to 15 years 2 5 $597 $570 $600 $600

16 to 20 years 4 7 $523 $375 $580 $600

21 to 30 years 3 7 $554 $315 $570 $800

31 or more years 4 8 $540 $400 $475 $705

2 or 3 years 2 4 $264 $243 $260 $285

4 or 5 years 1 3 $293 $275 $295 $310

6 or 7 years 3 6 $329 $285 $310 $345

8 to 10 years 1 4 $355 $335 $358 $375

11 to 15 years 3 12 $363 $340 $365 $398

16 to 20 years 1 3 $370 $340 $350 $420

21 to 30 years 2 13 $454 $420 $475 $495

31 or more years 3 26 $577 $510 $600 $625

Municipal Finance

Real Estate

Securities

Taxation

Trusts/Estates/Probate

Intellectual Property

Mergers/Acquisitions

Other Non-litigation 

Specialty

Multiple Non-litigation 

Specialties

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 39 of 99 PageID #:1353
2021 Survey of Law Firm Economics: Hourly Billing Rates

INDIVIDUAL LITIGATION SPECIALTIES

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

Partner/Shareholder- Equity/Non-Equity 3 13 $671 $635 $690 $690

Associate/Staff Lawyer 3 9 $419 $395 $450 $460

Partner/Shareholder- Equity/Non-Equity 3 17 $410 $370 $385 $435

Associate/Staff Lawyer 2 8 $301 $268 $293 $330

Partner/Shareholder- Equity/Non-Equity 4 25 $601 $425 $570 $735

Associate/Staff Lawyer 4 28 $381 $305 $373 $440

Education Partner/Shareholder- Equity/Non-Equity 1 2 $523 $465 $523 $580

Partner/Shareholder- Equity/Non-Equity 3 26 $361 $325 $350 $395

Associate/Staff Lawyer 3 19 $264 $250 $250 $295

Partner/Shareholder- Equity/Non-Equity 5 8 $436 $298 $398 $575

Associate/Staff Lawyer 3 7 $404 $255 $450 $510

Partner/Shareholder- Equity/Non-Equity 3 15 $485 $400 $460 $570

Associate/Staff Lawyer 2 7 $284 $245 $295 $300

Partner/Shareholder- Equity/Non-Equity 3 5 $446 $375 $390 $475

Associate/Staff Lawyer 3 4 $356 $310 $333 $403

Health Care Partner/Shareholder- Equity/Non-Equity 1 2 $360 $360 $360 $360

Partner/Shareholder- Equity/Non-Equity 1 22 $433 $350 $428 $460

Associate/Staff Lawyer 1 8 $238 $213 $235 $250

Partner/Shareholder- Equity/Non-Equity 5 15 $431 $330 $430 $515

Associate/Staff Lawyer 3 4 $269 $208 $228 $330

Partner/Shareholder- Equity/Non-Equity 2 33 $462 $440 $495 $515

Associate/Staff Lawyer 2 29 $360 $340 $340 $405

Trusts/Estates/Probate Partner/Shareholder- Equity/Non-Equity 2 6 $543 $540 $565 $590

Partner/Shareholder- Equity/Non-Equity 3 19 $483 $390 $455 $560

Associate/Staff Lawyer 3 7 $301 $240 $330 $360

Partner/Shareholder- Equity/Non-Equity 7 142 $438 $345 $425 $525

Associate/Staff Lawyer 7 72 $266 $220 $260 $298

Partner/Shareholder- Equity/Non-Equity 4 7 $531 $435 $465 $685

Associate/Staff Lawyer 3 4 $383 $308 $323 $458

Rate

Collections

Commercial/Contracts

Insured Defense

Employment (FLSA, ADA, 

ADEA)

Environmental

Specialty/Status

Bankruptcy

Multiple Litigation 

Specialties

Multidisciplinary

Family Law/Domestic 

Relations

Labor/Collective Bargaining 

(Mgmt.)

Personal Injury

Products Liability

Other Litigation Specialty

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 40 of 99 PageID #:1354
2021 Survey of Law Firm Economics: Hourly Billing Rates

INDIVIDUAL LITIGATION SPECIALTIES BY YEARS OF LEGAL EXPERIENCE

STANDARD HOURLY BILLING RATES

As of January 1, 2021

Number of

Offices

Number of

Lawyers

Average

$

Lower

Quartile

$

Median

$

Upper

Quartile

$

2 or 3 years 1 3 $433 $400 $450 $450

4 or 5 years 1 2 $388 $380 $388 $395

11 to 15 years 1 2 $690 $690 $690 $690

16 to 20 years 2 2 $643 $595 $643 $690

21 to 30 years 3 7 $636 $625 $635 $690

31 or more years 3 4 $635 $563 $678 $708

6 or 7 years 1 2 $275 $275 $275 $275

8 to 10 years 2 6 $317 $310 $330 $330

11 to 15 years 2 4 $379 $345 $390 $413

16 to 20 years 2 6 $388 $375 $380 $385

21 to 30 years 2 2 $408 $400 $408 $415

31 or more years 3 4 $516 $450 $518 $583

Under 2 years 2 4 $389 $323 $380 $455

2 or 3 years 3 6 $317 $295 $295 $350

4 or 5 years 2 2 $340 $330 $340 $350

6 or 7 years 3 4 $375 $308 $373 $443

8 to 10 years 3 4 $394 $315 $383 $473

11 to 15 years 2 7 $464 $425 $440 $525

16 to 20 years 2 9 $486 $430 $450 $545

21 to 30 years 4 8 $606 $410 $618 $798

31 or more years 3 10 $669 $425 $685 $960

Education 31 or more years 2 2 $535 $490 $535 $580

Under 2 years 2 4 $243 $235 $250 $250

2 or 3 years 3 5 $251 $242 $250 $250

4 or 5 years 2 5 $276 $250 $260 $295

6 or 7 years 1 4 $295 $295 $295 $295

8 to 10 years 2 3 $223 $206 $212 $250

11 to 15 years 3 4 $279 $221 $282 $338

16 to 20 years 3 4 $301 $262 $313 $340

21 to 30 years 2 11 $371 $325 $360 $395

31 or more years 3 13 $404 $350 $360 $480

2 or 3 years 2 2 $338 $225 $338 $450

11 to 15 years 3 5 $505 $450 $510 $585

21 to 30 years 2 3 $370 $300 $345 $465

31 or more years 1 2 $588 $490 $588 $685

2 or 3 years 2 3 $253 $220 $245 $295

6 or 7 years 1 2 $320 $300 $320 $340

11 to 15 years 1 5 $410 $400 $400 $425

21 to 30 years 2 5 $470 $445 $460 $500

31 or more years 3 5 $574 $570 $570 $575

Rate

Specialty/Years of 

Experience

Bankruptcy

Collections

Commercial/Contracts

Insured Defense

Employment (FLSA, ADA, 

ADEA)

Environmental

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 41 of 99 PageID #:1355
2021 Survey of Law Firm Economics: Hourly Billing Rates

16 to 20 years 1 2 $368 $360 $368 $375

21 to 30 years 2 4 $456 $365 $428 $548

2 or 3 years 1 3 $215 $210 $215 $220

6 or 7 years 1 2 $250 $250 $250 $250

8 to 10 years 1 2 $320 $300 $320 $340

11 to 15 years 1 3 $335 $325 $335 $345

21 to 30 years 1 10 $451 $395 $433 $460

31 or more years 1 7 $475 $410 $445 $545

11 to 15 years 1 2 $300 $300 $300 $300

16 to 20 years 3 3 $387 $330 $400 $430

21 to 30 years 3 4 $539 $508 $530 $570

31 or more years 5 8 $456 $368 $460 $508

2 or 3 years 1 2 $220 $220 $220 $220

4 or 5 years 2 2 $425 $340 $425 $510

6 or 7 years 2 7 $355 $340 $340 $340

8 to 10 years 2 7 $354 $340 $340 $370

11 to 15 years 2 7 $377 $360 $375 $405

16 to 20 years 2 8 $381 $305 $375 $440

21 to 30 years 2 16 $436 $395 $440 $485

31 or more years 2 15 $512 $495 $495 $555

21 to 30 years 2 2 $555 $540 $555 $570

31 or more years 1 4 $570 $523 $575 $618

8 to 10 years 2 4 $364 $345 $368 $383

11 to 15 years 2 3 $423 $330 $380 $560

21 to 30 years 2 7 $483 $390 $430 $625

31 or more years 1 8 $490 $443 $478 $545

Under 2 years 5 8 $199 $190 $195 $215

2 or 3 years 6 18 $231 $215 $235 $245

4 or 5 years 7 19 $259 $225 $260 $265

6 or 7 years 3 7 $281 $260 $270 $305

8 to 10 years 7 22 $319 $300 $338 $345

11 to 15 years 7 27 $345 $325 $340 $405

16 to 20 years 5 17 $427 $405 $435 $465

21 to 30 years 6 51 $430 $350 $425 $505

31 or more years 7 64 $489 $380 $488 $585

8 to 10 years 3 3 $410 $315 $330 $585

21 to 30 years 3 3 $483 $300 $465 $685

31 or more years 4 6 $513 $435 $508 $580

Other Litigation Specialty

Multiple Litigation 

Specialties

Multidisciplinary

Family Law/Domestic 

Relations

Labor/Collective Bargaining 

(Mgmt.)

Personal Injury

Products Liability

Trusts/Estates/Probate

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 42 of 99 PageID #:1356
2021 Survey of Law Firm Economics: Hourly Billing Rates

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2021 Survey of Law Firm Economics: Hourly Billing Rates

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 45 of 99 PageID #:1359
2021 Survey of Law Firm Economics: Hourly Billing Rates

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 46 of 99 PageID #:1360
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Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 47 of 99 PageID #:1361
2021 Survey of Law Firm Economics: Hourly Billing Rates

Ninth

Decile

$

$630

$628

$440

$475

$590

Ninth

Decile

$

$630

$440

$590

Case: 1:20-cv-03347 Document #: 90 Filed: 01/10/22 Page 48 of 99 PageID #:1362
2021 Survey of Law Firm Economics: Hourly Billing Rates

Ninth

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$640

$650

$435

$520

$615

$580

$580

$440

$388

$490

Ninth

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$350

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$374

$510

$420

$475

$580

$625

$685

$295

$345

$350

$385

$510

$570

$540

$570

$638

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$390

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$470

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$395

$520

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$650

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$313

$525

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$295

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$495

$540

$575

$500

$350

$417

$555

$435

$525

$645

$795

$940

$250

$375

$350

$295

$350

$350

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$525

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$500

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$915

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$508

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$215

$325

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$555

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$760

$1,220

$350

$295

$325

$315

$395

$450

$595

$560

$590

$215

$450

$400

$510

$565

$600

$640

$625

$595

$295

$295

$340

$350

$375

$450

$525

$610

$678

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$575

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$685

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$720

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$650

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$555

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$545

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$680

$375

$620

$350

$595

$355

$550

$525

$490

$680

$275

$575

$420

$650

$800

$460

$580

$475

$800

$600

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$345

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$480

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$195

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$390

$335

$810

$1,220

$220

$225

$310

$325

$295

$420

$460

$550

$615

$380

$255

$275

$285

$315

$375

$410

$495

$545

$695

$290

$225

$310

$360

$475

$720

$708

$680

$620

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$235

$410

$690

$435

$595

$650

$550

$250

$500

$525

$325

$405

$540

$465

$770

$215

$275

$400

$275

$450

$520

$523

$590

$530

$650

$460

$620

$475

$760

$940

$345

$570

$415

$570

$590

$310

$600

$600

$800

$800

$800

$800

$295

$310

$450

$375

$410

$420

$520

$740

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$710

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$630

$465

$360

$545

$300

$545

$420

$555

$475

$645

$650

$375

$610

$345

$685

$585

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$450

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$475

$550

$580

$645

$850

$975

$580

$250

$295

$325

$295

$250

$350

$350

$435

$550

$450

$685

$465

$685

$295

$340

$425

$575

$620

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$375

$630

$220

$250

$340

$345

$595

$570

$300

$430

$595

$650

$220

$510

$510

$405

$405

$540

$540

$570

$570

$645

$390

$560

$680

$650

$220

$260

$325

$310

$365

$420

$540

$550

$675

$585

$685

$685

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EXHIBIT B

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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

BONNIE MITCHELL and MICHAEL 

FRIEDMAN, Derivatively on Behalf of 

Nominal Defendant BROADWIND ENERGY, 

INC., 

 Plaintiffs, 

 v. 

DAVID P. REILAND, et al., 

 Defendants, 

 and 

BROADWIND ENERGY, INC., 

 Nominal Defendant. 

Case No. 11-CV-01059 

STIPULATION AND AGREEMENT OF SETTLEMENT

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This Stipulation of Settlement dated January 10, 2014 (the “Stipulation”), is made and 

entered into by and among the following Parties (as defined further in ¶1.12 hereof), each by and 

through their respective counsel: (i) plaintiffs Bonnie Mitchell and Michael Friedman 

(“Plaintiffs”), on behalf of themselves and derivatively on behalf of Broadwind Energy, Inc. 

(“Broadwind” or the “Company”); and (ii) nominal defendant Broadwind. This Stipulation is 

intended by the Parties to fully, finally and forever resolve, discharge and settle the Released 

Claims (as defined in ¶1.18 hereof), upon and subject to the terms and conditions hereof. 

Capitalized terms not otherwise defined herein shall have the definitions set forth in ¶¶1.1-1.24 

below. 

I. BACKGROUND AND PROCEDURAL HISTORY 

On February 15, 2011, a stockholder derivative action captioned Bonnie Mitchell v. 

David P. Reiland, et al., No. 11-CV-01059 (the “Mitchell Action”) was filed in the United States 

District Court for the Northern District of Illinois, Eastern Division (the “Court”). On February 

24, 2011, a second stockholder derivative action captioned Michael Friedman v. David P. 

Reiland, et al., No. 11-CV-1313 (the “Friedman Action”) was filed in the Court. On March 3, 

2011, a third stockholder derivative action captioned Jeffrey Hopf v. Peter C. Duprey, et al., No. 

11-CV-1519 (the “Hopf Action”) was filed in the Court. 

On April 22 and 25, 2011, plaintiffs Jeffrey Hopf and Mitchell and Friedman, 

respectively, filed motions to consolidate the Mitchell, Friedman and Hopf Actions and to 

appoint a leadership structure. On April 28, 2011, the Court held a hearing and ordered a 

briefing schedule, set a hearing on the consolidation and leadership motions, and directed each 

movant to submit a detailed in camera submission in further support of their motion. After full 

briefing on the motions and the filing of the in camera submissions with the Court, on June 21, 

2011, the Court held a hearing and granted Plaintiffs’ motion, consolidated the Mitchell, 

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Friedman and Hopf Actions into the Action and appointed Plaintiffs as co-lead plaintiffs. The 

Court also appointed the law firm Kessler Topaz Meltzer & Check, LLP (formerly known as 

Barroway Topaz Kessler Meltzer & Check, LLP) as lead counsel. The Court further ordered the 

Plaintiffs to file a consolidated complaint by July 21, 2011, and to submit a discovery plan by 

August 2, 2011. 

On July 21, 2011, Plaintiffs filed a verified consolidated stockholder derivative complaint 

(the “Consolidated Complaint”). The Consolidated Complaint alleged, inter alia, derivative 

claims on behalf of Broadwind and against the Individual Defendants and the Tontine 

Defendants (Broadwind’s then-controlling stockholder) for alleged breaches of fiduciary duty 

relating to Broadwind’s January 21, 2010 secondary public offering (the “Offering”). 

On July 26, 2011 the parties to the Action held a Rule 26(f) conference. Thereafter, on 

August 2, 2011, the parties filed a Joint Status Report and discovery plan. 

On September 18, 2011, Broadwind filed a motion to stay discovery in the Action which 

the Plaintiffs opposed. On October 21, 2011, the Court granted the discovery stay, but required 

the parties to proceed with Rule 26(a)(1) mandatory disclosures. 

On September 19, 2011, four separate motions to dismiss the Consolidated Complaint 

were filed by: (i) nominal defendant Broadwind; (ii) defendant J. Cameron Drecoll; (iii) 

defendants James M. Lindstrom, Charles H. Beynon, David P. Reiland, William T. Fejes, Jr., and 

Terence P. Fox; and (iv) the Tontine Defendants. These motions sought dismissal of the Action 

pursuant to Rules 12(b)(6) and 23.1 of the Federal Rules of Civil Procedure. After full briefing 

on the motions, on May 15, 2012, the Court entered an order granting Defendants’ motions to 

dismiss on the basis that Plaintiffs had failed to successfully plead that a demand on Broadwind’s 

Board of Directors (the “Board”) was futile. 

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Shortly after the Court’s dismissal of the Action, on June 28, 2012, Plaintiffs sent a 

written litigation demand (the “Demand”, together with the Action the “Stockholder Derivative 

Litigation”)1 to the Board pursuant to Rule 23.1 of the Federal Rules of Civil Procedure. The 

Demand contended that certain directors and officers of Broadwind and the Tontine Defendants 

breached their fiduciary duties to the Company in connection with the Offering. The Demand 

demanded that the Board take action against each of the individuals or entities identified therein 

to recover the alleged damages described therein for the benefit of the Company and to correct 

the purported deficiencies in the Company’s internal controls that allowed the alleged 

misconduct to occur. By letter dated July 13, 2012, the Board acknowledged receipt of the 

Demand and advised Plaintiffs that the Board intended to discuss the Demand at the next 

scheduled Board meeting. 

In or around September 2012, the Parties, by and through their respective counsel, 

entered into arm’s-length negotiations with a view towards exploring a potential resolution of the 

Stockholder Derivative Litigation. In furtherance thereof, Plaintiffs sent the Company a 

settlement demand dated October 31, 2012. Over the course of the next several months, counsel 

for Plaintiffs and the Company participated in numerous telephonic meetings and discussions 

and exchanged multiple drafts of a proposed term sheet to resolve the Stockholder Derivative 

Litigation. In addition, during the same time period, the Company provided Plaintiffs with 

certain non-public documents and information in order to allow Plaintiffs to assess the fairness 

and reasonableness of the proposed settlement. As a result of these extensive arm’s-length 

negotiations, on or about early March 2013, the Parties reached an agreement on all material 

terms of the Settlement as set forth herein, to the exception of the attorneys’ fees and expenses to 

 

1

 The Demand is attached hereto as Exhibit A. 

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be paid to Plaintiffs’ Counsel (which the parties had not discussed prior to reaching an agreement 

on the material terms of the Settlement). Plaintiffs’ Counsel and counsel for the Company 

agreed to pursue mediation before Mr. Jed Melnick, Esq. (the “Mediator”) in an attempt to 

negotiate an appropriate attorneys’ fee and expense amount to compensate Plaintiffs’ Counsel for 

the benefits conferred on the Company as a result of the Settlement. On June 28, 2013, the 

Company, its insurer and Plaintiffs conducted an all-day mediation session before the Mediator. 

Although the Parties were unable to agree upon an attorneys’ fee and expense amount at the 

conclusion of the mediation, the Parties, with the substantial assistance and oversight of the 

Mediator, continued their arm’s-length negotiations for the next several months and agreed upon 

an appropriate attorneys’ fees and expense amount in October 2013 as set forth in ¶5.1 herein. 

By resolution dated October 23, 2013, the Board approved entry into the Settlement and its 

terms, including the attorneys’ fee and expense amount to be paid to Plaintiffs’ Counsel. The 

Parties then proceeded to document the Settlement. 

II. CLAIMS OF THE PLAINTIFFS AND BENEFITS OF THE SETTLEMENT 

Plaintiffs believe that the claims they have asserted in the Stockholder Derivative 

Litigation on behalf of Broadwind have merit. Plaintiffs, however, recognize and acknowledge 

the expense and length of continued proceedings necessary to prosecute the Stockholder 

Derivative Litigation against the Individual Defendants and the Tontine Defendants through trial 

and appeals. Plaintiffs and their counsel have also taken into account the uncertain outcome and 

the risk of any litigation, especially in complex actions such as the Stockholder Derivative 

Litigation, as well as the difficulties and delays inherent in such litigation. Plaintiffs and their 

counsel are also mindful of the inherent problems of proof and possible defenses to the claims 

asserted in the Stockholder Derivative Litigation. Based on their evaluation, Plaintiffs and 

Plaintiffs’ Counsel have determined that the Settlement set forth in this Stipulation is in the best 

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interests of Broadwind and its stockholders. Plaintiffs’ Counsel believe that the Settlement set 

forth in this Stipulation confers substantial benefits upon Broadwind and its stockholders. 

Plaintiffs’ Counsel base this conclusion upon, inter alia, their extensive investigation during the 

development, prosecution and settlement of the Stockholder Derivative Litigation, which 

included, inter alia: (i) inspecting, reviewing and analyzing the Company’s filings with the 

Securities and Exchange Commission (“SEC”); (ii) researching corporate governance issues; 

(iii) researching the applicable law with respect to the claims asserted in the Stockholder 

Derivative Litigation and the potential defenses thereto; (iv) reviewing non-public documents 

and other information provided by the Company; and (v) retaining and consulting with an expert. 

III. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY 

Defendants have denied, and continue to deny, all allegations of any wrongdoing or 

liability arising from any conduct, statements, acts or omissions alleged, or that could have been 

alleged, in the Stockholder Derivative Litigation, and maintain that they acted in good faith and 

in a manner they reasonably believed to be in the best interests of Broadwind and its 

stockholders. Defendants also have denied and continue to deny all allegations that the 

Company has suffered damage by or as a result of the matters alleged in the Stockholder 

Derivative Litigation. This Stipulation and all related documents are not, and shall not in any 

event be construed or deemed to be evidence of fault or liability or wrongdoing or damage 

whatsoever, or any infirmity in Defendants’ defenses. Broadwind believes that the Settlement 

set forth in this Stipulation confers substantial benefits upon Broadwind and its stockholders and 

that entering into the Settlement is in the best interests of Broadwind and its stockholders. 

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IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT 

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the 

Plaintiffs (for themselves and derivatively on behalf of Broadwind) and Broadwind, by and 

through their respective counsel or attorneys of record, as follows. 

1. Definitions 

As used in this Stipulation the following terms have the meanings specified below. In the 

event of any inconsistency between any definition set forth below and any definition set forth in 

any document related to the Settlement set forth in this Stipulation, the definitions set forth 

below shall control. 

1.1 “Action” means the consolidated stockholder derivative action captioned Bonnie 

Mitchell, et al., v. David P. Reiland, et al., No. 11-cv-01059. 

1.2 “Broadwind” or the “Company” means Broadwind Energy, Inc., including, but 

not limited to, its predecessors, successors, controlling stockholders, partners, joint venturers, 

subsidiaries, affiliates, divisions and assigns. 

1.3 “Court” means the United States District Court for the Northern District of 

Illinois, Eastern Division. 

1.4 “Defendants” means nominal party Broadwind, the Individual Defendants and the 

Tontine Defendants. 

1.5 “Demand” means Plaintiffs’ shareholder litigation demand dated June 28, 2012 as 

attached hereto as Exhibit A. 

1.6 “Effective Date” means the first date by which all of the events and conditions 

specified in ¶6.1 of this Stipulation have been met and have occurred. 

1.7 “Final” means the time when the Final Judgment and Order has not been reversed, 

vacated, or modified in any way and is no longer subject to appellate review, either because of 

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disposition on appeal and conclusion of the appellate process or because of passage, without 

action, of time for seeking appellate review. More specifically, it is that situation when: 

(1) either no appeal has been filed and the time has passed for any notice of appeal to be timely 

filed in the Action; or (2) an appeal has been filed and the court(s) of appeals has/have either 

affirmed the judgment or dismissed that appeal and the time for any reconsideration or further 

appellate review has passed; or (3) a higher court has granted further appellate review and that 

court has either affirmed the underlying judgment or affirmed the court of appeals’ decision 

affirming the judgment or dismissing the appeal. 

1.8 “Final Judgment and Order” or “Judgment” means the Final Judgment and Order 

of Dismissal with Prejudice substantially in the form attached hereto as Exhibit B. 

1.9 “Individual Defendants” means defendants J. Cameron Drecoll, James M. 

Lindstrom, Charles H. Beynon, David P. Reiland, William T. Fejes, Jr., and Terence P. Fox. 

1.10 “Lead Counsel” means Kessler Topaz Meltzer & Check, LLP. 

1.11 “Notice” or “Notice of Proposed Settlement” means the form of notice of the 

Settlement to be provided by Broadwind, substantially in the form of the attached Exhibit C. 

1.12 “Parties” means, collectively, each of (i) the Plaintiffs on behalf of themselves 

and derivatively on behalf of Broadwind; and (ii) Broadwind. 

1.13 “Person” means an individual, corporation, limited liability company, 

professional corporation, partnership, limited partnership, limited liability partnership, 

association, joint stock company, estate, legal representative, trust, unincorporated association, 

government or any political subdivision or agency thereof, and any business or legal entity and 

their spouses, heirs, predecessors, successors, representatives, or assigns. 

1.14 “Plaintiffs” means Bonnie Mitchell and Michael Friedman. 

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1.15 “Plaintiffs’ Counsel” means Kessler Topaz Meltzer & Check, LLP and The 

Shuman Law Firm and any other law firm that appeared for the Plaintiffs. 

1.16 “Preliminary Approval Order” means the order to be rendered by the Court 

preliminarily approving the Settlement, substantially in the form of the attached Exhibit D. 

1.17 “Related Persons” means each of a Person’s spouses, heirs, executors, estates, or 

administrators, each of a Person’s present and former attorneys, legal representatives, and 

assigns in connection with the Action and Demand, and all of a Person’s past and present 

directors, officers, agents, advisors, employees, affiliates, predecessors, successors, and parents. 

1.18 “Released Claims” means collectively all actions, suits, claims, demands, rights, 

liabilities, causes of action, and controversies of any kind, including both known claims and 

Unknown Claims (as defined herein), that have been or that might have been asserted by 

Plaintiffs, any of the Individual Defendants, any of the Tontine Defendants, Broadwind, and/or 

any Broadwind stockholder derivatively on behalf of Broadwind, against any Released Persons 

that are directly or indirectly based upon or related to (i) any of the allegations, facts, 

transactions, events, occurrences, acts, disclosures, statements, omissions or failures to act which 

were alleged in the Action and/or the Demand; and/or (ii) the settlement of the Action and 

Demand, including the payments provided for in this Stipulation, and the reasonable attorneys’ 

fees, costs, and expenses incurred in defense thereof. Released Claims do not include any claims 

relating to the enforcement of this Settlement. 

1.19 “Released Persons” shall mean and include (i) Plaintiffs or their beneficiaries; 

(ii) each of the Individual Defendants or their beneficiaries; (iii) the Tontine Defendants; 

(iv) Broadwind; and (v) any Broadwind stockholder derivatively on behalf of Broadwind, and for 

all of the above listed Persons, each and all of their Related Persons. 

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1.20 “Securities Class Action” means Brasher v. Broadwind Energy, Inc., No. 11-CV991 (N.D. Ill.). 

1.21 “Tontine Defendants” means Tontine Overseas Fund, Ltd., Tontine Capital 

Overseas Master Fund, L.P., Tontine 25 Overseas Master Fund, L.P., Tontine Capital Partners, 

L.P., and Tontine Partners, L.P., and any other related Tontine entity. 

1.22 “Settlement” means the settlement documented in this Stipulation. 

1.23 “Stockholder Derivative Litigation” means the Action and Demand. 

1.24 “Unknown Claims” means any and all claims that were alleged or could have 

been alleged in the Action or Demand by Plaintiffs, Broadwind or any Broadwind stockholder 

derivatively on behalf of Broadwind, which any Plaintiff, Broadwind, or Broadwind stockholder 

derivatively on behalf of Broadwind does not know or suspect to exist in his, her or its favor at 

the time of the release of the Released Persons, including claims which, if known by him, her or 

it, might have affected his, her or its settlement with and release of the Released Persons, or 

might have affected his, her or its decision not to object to this Settlement. With respect to any 

and all Released Claims, the Parties stipulate and agree that, upon the Effective Date, the 

Plaintiffs, Individual Defendants and Broadwind shall expressly waive, and each of Broadwind’s 

stockholders by operation of the Judgment shall have expressly waived, the provisions, rights 

and benefits of California Civil Code §1542, which provides: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 

THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR 

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF 

KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS 

OR HER SETTLEMENT WITH THE DEBTOR. 

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The Parties acknowledge that they may discover facts in addition to or different from 

those now known or believed to be true by them, with respect to the Released Claims, as the case 

may be, but it is the intention of the Parties to completely, fully, finally, and forever compromise, 

settle, release, discharge, and extinguish any and all of the Released Claims, known or unknown, 

suspect or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, 

which now exist, or heretofore existed, or may hereafter exist, and without regard to the 

subsequent discovery of additional or different facts. 

2. Settlement Consideration 

2.1 Corporate Governance Reforms. The Company shall adopt and/or maintain the 

corporate governance reforms (the “Corporate Governance Reforms”) detailed below within 

ninety (90) days of entry of the Final Judgment and Order approving the Settlement herein. The 

Corporate Governance Reforms shall be maintained for a period of five (5) years, except for 

modifications consistent with the goals of the Settlement or required by applicable law or 

regulation. Broadwind acknowledges that the adoption of the Corporate Governance Reforms 

confers a substantial benefit upon Broadwind and that the Stockholder Derivative Litigation was 

a material and substantial factor in the implementation and/or maintenance of the Corporate 

Governance Reforms. 

A. Audit Committee Oversight and Responsibilities 

The Company’s management and Board will maintain a process to review, on at least an 

annual basis, the Company’s accounting methods and application of “GAAP” (generally 

accepted accounting principles) rules and conventions and analyze, in consultation with the 

Company’s independent outside auditor, whether changes to those policies and/or practices are 

appropriate. Additionally, the Company’s Chief Financial Officer will maintain the practice of, 

on at least a bi-annual basis, meeting with the Company’s independent outside auditor for the 

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purpose of reviewing the Company’s accounting methods and application of GAAP rules and 

conventions. At least the following matters will be reviewed at this meeting: 

i Any new accounting policies, standards and/or guidance relevant 

to the Company (including any proposed changes to standards or 

guidance); and 

ii The adequacy of the Company’s internal controls over financial 

reporting, particularly with respect to goodwill. 

The third bullet point of Section III, A. of the Charter of the Audit Committee of the 

Board shall be amended to state in full: “Review with management and the independent 

accountants any quarterly or annual report prior to its filing and any release of earnings prior to 

its release. If applicable, such review shall include a review of the Company's disclosures under 

‘Management's Discussion and Analysis of Financial Condition and Results of Operations.’ 

Such review also shall include a review of the Company’s goodwill balance and any testing 

thereof. If the Company has a material goodwill balance, the Committee shall receive a written 

report on its status.” 

See Exhibit E, Revised Audit Committee Charter. 

B. Compensation Clawback Policy 

The Board shall adopt the following policy regarding the “clawback” of compensation to 

an Executive Officer (defined below): 

The Compensation Committee of the Board (the “Compensation Committee”) may in its 

discretion and to the extent legally permitted, require the return, repayment or forfeiture of any 

annual or long-term incentive payment or award made or granted to any current or former 

Executive Officer during the 12-month period following the filing with the Securities and 

Exchange Commission (“SEC”) of Company financial statements that are later the subject of a 

material negative restatement (a “Restatement”), if: 

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i the payment or award was predicated upon achieving certain 

financial results that were subsequently the subject of the 

Restatement; 

ii the Compensation Committee determines that the Executive 

Officer engaged in intentional misconduct that caused the need for 

the Restatement; and 

iii a lower payment or award would have been made to the Executive 

Officer based upon the restated financial results. 

In each such instance, the amount required to be returned, repaid or forfeited shall be the 

amount by which the Executive Officer’s payment or award for the relevant period exceeded the 

lower payment or award that would have been made or granted based on the restated financial 

results.

In addition, the Compensation Committee may in its discretion and to the extent legally 

permitted, require the return or repayment of any profits realized by such Executive Officer on 

the sale of Company securities received pursuant to any such award granted during such 12-

month period following the filing with the SEC of Company financial statements that are later 

the subject of such a Restatement, if the Compensation Committee determines that the Executive 

Officer engaged in intentional misconduct that caused the need for the Restatement. 

For purposes of this policy, the term “Executive Officer” has the meaning set forth in 

Rule 3b-7 under the Securities Exchange Act of 1934, as amended. 

Notwithstanding the foregoing, the Compensation Committee may amend or change the 

terms of this Policy on Recoupment of Incentive Compensation, including as may be required 

upon the issuance of implementing regulations and the adoption of listing standards in 

accordance with the Dodd-Frank Act. In addition, the exercise by the Compensation Committee 

of any rights pursuant to this Policy shall be without prejudice to any other rights that the 

Company may have with respect to any Executive Officer subject to this Policy. 

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C. Insider Trading Policy 

The Company’s current Policy Statement on Inside Information and Securities Trading 

shall be amended as follows: The section entitled “Additional Discouraged and Prohibited 

Transactions” shall be amended to add the following separate provision: “Participation in 

Company stock buy-back programs. During the pendency of any Company-funded open market 

stock buy-back program, Designated Persons (defined below) shall not sell Broadwind securities. 

Also, the Company will not buy back Broadwind securities from any Company employee or 

Board member.” The section subtitled “Additional Requirements” under the section “Rule 10b-1 

Trading Arrangements” shall be amended to add the provision that: “The Company shall 

publicly announce any contract, instruction or plan adopted pursuant to Rule 10b5-1. Such 

public disclosure shall state who adopted the contract, instruction or plan and its effective dates. 

Such public disclosure may be included in the Company’s proxy statement, press releases, on the 

Company’s website and/or through a current or periodic report filed with the SEC.” 

See Exhibit F, Revised Policy Statement on Inside Information and Securities Trading. 

D. Whistleblower Policy 

The Company shall maintain its current Whistleblower Policy, including its third-party 

operated Whistleblower Hotline, which provides an anonymous communication channel for 

employees and other individuals to report their concerns regarding, among other things, the 

integrity of the Company’s public disclosures, internal controls, or auditing, or concerns relating 

to ethical business practices or personal conduct, integrity, and professionalism. The Audit 

Committee of the Board shall continue to receive quarterly reports of complaints, concerns, or 

allegations made to the Whistleblower Hotline. 

The Company’s Whistleblower Policy and Whistleblower Hotline number shall be 

distributed to all Company employees and shall be published on the Company’s internal website. 

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E. In-House Counsel 

The Company’s in-house counsel shall participate in training regarding relevant SEC 

disclosure requirements, internal corporate controls, Sarbanes-Oxley compliance and DoddFrank compliance provided by a state bar accredited organization on at least an annual basis. 

F. Director Education 

The Board shall revise its “Principles of Corporate Governance” as follows: 

Section I.F. shall be amended to add that: “Each director is required to attend a director 

education program at least once every five years during such director’s tenure on the Board.” 

See Exhibit G, Revised Principles of Corporate Governance. 

The Parties agree that the first such director education program will occur within two 

years of the finalization of the Settlement. 

G. Conflict Transactions 

The Board shall revise its “Principles of Corporate Governance” as follows: 

Section I.V.E. shall be amended to add that: “Notwithstanding the foregoing, any 

proposed transaction between the Company and any officer or director (other than matters 

related to employment and compensation) shall be submitted to the Audit Committee in advance 

for review and consideration at a meeting of the Audit Committee, which will be documented in 

dated meeting minutes.” 

See Exhibit G, Revised Principles of Corporate Governance. 

H. Majority Voting 

The Company shall amend its By-Laws to provide for the following: 

Election of Directors. Directors shall be elected by the vote of the majority of the votes 

cast (meaning the number of shares voted “for” a nominee must exceed the number of shares 

voted “against” such nominee) with “abstentions” and “broker non-votes” not counted as a vote 

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cast either “for” or “against” that nominee’s election at any meeting for the election of directors 

at which a quorum is present; provided, however, that in a Contested Election of Directors (as 

defined below) at such a meeting, directors shall be elected by a plurality of the votes cast on the 

election of directors (instead of by votes cast “for” or “against” a nominee). The term 

“Contested Election of Directors” shall mean an annual or special meeting of the stockholders of 

the Corporation with respect to which (i) the secretary of the Corporation (the “Secretary”) 

receives a notice that a stockholder has nominated or intends to nominate a person for election to 

the Board in compliance with the requirements for stockholder nominees for director set forth in 

Section 1.14 of these Bylaws and (ii) such nomination has not been withdrawn by such 

stockholder on or prior to the tenth (10th) day before the Corporation first mails its notice of 

meeting for such meeting to the stockholders. Stockholders shall be entitled to cast votes 

“against” nominees for director unless plurality voting applies in the election of directors. If, 

with respect to an election of directors not constituting a Contested Election of Directors and for 

which a quorum is present, any incumbent director does not receive a majority of the votes cast, 

such director shall promptly tender his or her resignation from the Board following certification 

of the stockholder vote. Such resignation will be effective only upon the acceptance thereof by 

the Board. Such director shall continue in office until such resignation is accepted or, if not 

accepted, such director’s successor shall have been elected and qualified. The 

Governance/Nominating Committee shall promptly consider the tendered resignation, and a 

range of possible responses based on the circumstances, if known, that led to the election results, 

and make a recommendation to the Board on whether to accept or reject the resignation or 

whether any other action should be taken with respect thereto. The Board will act on any such 

recommendation by the Governance/Nominating Committee within ninety (90) days following 

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certification of the stockholder vote and will promptly publicly disclose its decision and the 

rationale behind it in a filing with the Securities and Exchange Commission. Any director who 

tenders a resignation pursuant to this provision shall not participate in the 

Governance/Nominating Committee or Board recommendation or deliberations regarding 

whether to accept the resignation offer or take other action. If directors who have tendered 

resignations constitute a majority of the directors then in office, then, with respect to each 

tendered resignation, all directors, other than the director who tendered the particular resignation 

under consideration, may participate in the deliberations and action regarding whether to accept 

or reject the tendered resignation or to take other action with respect thereto. 

2.2 Benefits Relating to Tontine Defendants. In connection with a resolution of the 

Stockholder Derivative Litigation, the Tontine Defendants agreed to surrender certain rights 

pursuant to various Securities Purchase Agreements, including the right to designate any 

member(s) of the Board, the right to observe meetings of the Board, and the right to participate 

in any future issuances of stock by the Company. 

2.3 Other Financial Benefits. Broadwind agreed not to indemnify the Tontine 

Defendants at the full amount of their fees or costs associated with the defense of the Securities 

Class Action or with respect to any derivative claims based upon the wrongdoing alleged in the 

Stockholder Derivative Litigation. As a result of the foregoing and as a result of the Stockholder 

Derivative Litigation, the Tontine Defendants agreed to accept a reduced rate of payment. 

Furthermore, as a result of the Stockholder Derivative Litigation, the Company did not make any 

financial contribution to the settlement of the Securities Class Action. 

3. Procedure for Implementing the Settlement 

3.1 After execution of this Stipulation, the Parties shall file a joint motion to reopen 

the action pursuant to Federal Rule of Civil Procedure 60(b)(6) and for an entry of an order 

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substantially in the form of Exhibit D hereto, requesting, inter alia, the preliminary approval of 

the Settlement set forth in this Stipulation, and approval for the dissemination of the Notice to 

Broadwind stockholders in the form attached as Exhibit C hereto. Not later than ten (10) 

business days following the entry of the Preliminary Approval Order, Broadwind shall cause this 

Stipulation and the Notice to be filed with the SEC on Form 8-K, publish the Notice one time in 

Investor’s Business Daily, and shall post the Notice and this Stipulation on the “Investors” 

section of Broadwind’s website under “SEC Filings”. Broadwind and/or its insurers shall be 

solely responsible for the costs of the Notice set forth herein and/or any other notice as may be 

required by the Court. 

3.2 Plaintiffs will request that after the Notice is given, the Court hold a hearing (the 

“Settlement Hearing”) to consider and determine whether to approve the terms of the Settlement 

as fair, reasonable and adequate, including the payment of attorneys’ fees and expenses in the 

amount separately negotiated by the Plaintiffs and Broadwind with the assistance and oversight 

of the Mediator. 

4. Releases 

4.1 Upon the Effective Date, Broadwind, Plaintiffs (acting on their own behalf and 

derivatively on behalf of Broadwind), and each of Broadwind’s stockholders (solely in their 

capacity as Broadwind stockholders) shall be deemed to have, and by operation of the Judgment 

shall have, fully, finally, and forever released, relinquished and discharged the Released Claims 

against the Released Persons and any and all claims arising out of, relating to, or in connection 

with, the defense, settlement or resolution of the Stockholder Derivative Litigation against the 

Released Persons. Broadwind, Plaintiffs (acting on their own behalf and derivatively on behalf 

of Broadwind) and each of Broadwind’s stockholders (solely in their capacity as Broadwind 

stockholders) shall be deemed to have, and by operation of the Judgment shall have, covenanted 

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not to sue any Released Person with respect to such Released Claims, and shall be permanently 

barred and enjoined from instituting, commencing or prosecuting the Released Claims against 

any and all of the Released Persons except to enforce the releases and other terms and conditions 

contained in this Stipulation and/or the Judgment entered pursuant thereto. Nothing herein shall 

in any way impair or restrict the rights of any Party to enforce the terms of this Stipulation. 

4.2 Upon the Effective Date, as defined in ¶1.6 hereof, each of the Released Persons 

shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever 

released, relinquished and discharged each and all of Broadwind, Plaintiffs and Plaintiffs’ 

Counsel from all claims (including Unknown Claims) arising out of, relating to, or in connection 

with, the institution, prosecution, assertion, settlement or resolution of the Stockholder 

Derivative Litigation or the Released Claims. Nothing herein shall in any way impair or restrict 

the rights of any Party to enforce the terms of this Stipulation. 

5. Plaintiffs’ Counsel’s Attorneys’ Fees and Expenses 

5.1 After negotiation of the principal terms of the Settlement, counsel for Plaintiffs 

and Broadwind separately negotiated at arm’s-length the amount of attorneys’ fees and expenses 

to be paid to Plaintiffs’ Counsel. After a full-day mediation with the Mediator and after several 

months of arm’s-length negotiations with the assistance and oversight of the Mediator, the 

Company and/or its insurers agreed to pay an award of attorneys’ fees and expenses to Plaintiffs’ 

Counsel in the total amount of $600,000 (the “Fee and Expense Award”), subject to approval of 

the Court. The Parties mutually agree that the Fee and Expense Award is fair and reasonable in 

light of the substantial benefits conferred upon Broadwind and its stockholders by this 

Stipulation. The Fee and Expense Award shall be paid to Kessler Topaz Meltzer & Check, LLP 

within ten (10) business days after the later of the entry of the Final Judgment and Order or the 

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Court’s execution of an order approving the Fee and Expense Award, notwithstanding the 

existence of any timely filed objections to the Settlement, or potential appeal. 

5.2 Except as expressly provided herein, Plaintiffs and Plaintiffs’ Counsel shall bear 

their own fees, costs and expenses, and no Released Person shall assert any claim for expenses, 

costs or fees against any Plaintiff or Plaintiffs’ Counsel. 

5.3 In the event that the Fee and Expense Award is reduced, reversed, modified or not 

approved in the full amount requested, if the Settlement is terminated or is not approved by the 

Court, or if there is an appeal and any order approving the Settlement does not become Final, 

Plaintiffs’ Counsel shall refund the advanced amount consistent with such reversal or 

modification within ten (10) business days after entry of such order. Plaintiffs’ Counsel agree 

that they remain subject to the continuing jurisdiction of the Court for the purpose of enforcing 

their obligation to repay attorneys’ fees and expenses as provided in this paragraph.

5.4 Notwithstanding the foregoing, any reduction, reversal, modification or nonapproval of the Fee and Expense Award shall not in any way delay or preclude the Final 

Judgment and Order from becoming Final. Neither Plaintiffs nor Plaintiffs’ Counsel may cancel 

or terminate the Stipulation or the Settlement based on any court’s ruling with respect to any Fee 

and Expense Award. 

6. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination 

6.1 The Effective Date of the Settlement shall be conditioned on the occurrence of all 

of the following events: 

A. entry of the Preliminary Approval Order, which shall be in all material 

respects substantially in the form set forth in Exhibit D hereto; 

B. the entry by the Court of the Final Judgment and Order, which shall be in 

all material respects substantially in the form of Exhibit B hereto; and 

C. the Final Judgment and Order have both become Final. 

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6.2 If any of the conditions specified in ¶6.1 above are not met, then this Stipulation 

shall be canceled and terminated unless the Parties mutually agree in writing, by and through 

their respective counsel, to proceed with this Stipulation. 

6.3 In the event that this Stipulation or the Settlement is not approved by the Court, or 

the Settlement is terminated for any reason, the Parties shall be restored to their respective 

positions in the Stockholder Derivative Litigation as of the last date before this Stipulation, and 

all negotiations, proceedings, documents prepared and statements made in connection herewith 

shall be without prejudice to the Parties, shall not be deemed or construed to be an admission by 

any Party of any act, matter, or proposition and shall not be used in any manner for any purpose 

in any subsequent proceeding in the Stockholder Derivative Litigation or in any other action or 

proceeding. In such event, the terms and provisions of this Stipulation, with the exception of 

¶¶1.1-1.24, 6.2, 6.3, 7.6, 7.8, 7.9, 7.10, 7.11, 7.13, 7.15 and 7.16 herein, shall have no further 

force and effect with respect to the Parties and shall not be used in the Stockholder Derivative 

Litigation or in any other proceeding for any purpose, and any judgment or orders entered by the 

Court in accordance with the terms of this Stipulation shall be treated as vacated, nunc pro tunc. 

7. Miscellaneous Provisions 

7.1 The Parties (a) acknowledge that it is their intent to consummate this Stipulation; 

and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement all 

terms and conditions of this Stipulation and to exercise their best efforts to accomplish the 

foregoing terms and conditions of this Stipulation. 

7.2 The Parties intend the Settlement to be a final and complete resolution of all 

disputes between Plaintiffs, Broadwind, the Individual Defendants and the Tontine Defendants 

with respect to the Stockholder Derivative Litigation. The Settlement comprises claims which 

are contested and shall not be deemed an admission by any Party as to the merits of any claim, 

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allegation or defense. The Parties further agree that the claims are being settled voluntarily after 

consultation with competent legal counsel. The Final Judgment and Order shall contain a 

finding that during the course of the litigation, the Parties and their respective counsel at all times 

complied with the requirements of Federal Rule of Civil Procedure 11 and all other similar laws. 

7.3 Pending final determination of whether the Settlement should be approved, all 

proceedings in the Action and all further activity between the Parties regarding or directed 

toward the Stockholder Derivative Litigation, save for those activities and proceedings relating 

to this Stipulation and the Settlement, shall be stayed. 

7.4 Pending the Effective Date of this Stipulation or the termination of this 

Stipulation according to its terms, Plaintiffs and their Related Persons are barred and enjoined 

from commencing, prosecuting, instigating, or in any way participating in the commencement or 

prosecution of any action asserting any Released Claims against any Released Person. 

7.5 The provisions contained in this Stipulation (including any exhibits attached 

hereto) shall not be deemed a presumption, concession, or admission by any Party of any fault, 

liability, or wrongdoing, or lack of merit as to any facts or claims alleged or asserted in the 

Stockholder Derivative Litigation or in any other action or proceeding, and shall not be 

interpreted, construed, deemed, invoked, offered, or received into evidence or otherwise used by 

any person in the Stockholder Derivative Litigation or in any other action or proceeding, whether 

civil, criminal, or administrative, except in connection with any proceeding to enforce the terms 

of the Settlement. The Released Persons may file this Stipulation and/or the Final Judgment and 

Order in any action that may be brought against them in order to support a defense or 

counterclaim based on principles of res judicata, collateral estoppel, full faith and credit, release, 

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good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue 

preclusion or similar defense or counterclaim. 

7.6 The exhibits to this Stipulation are material and integral parts hereof and are fully 

incorporated herein by this reference. 

7.7 This Stipulation may be amended or modified only by a written instrument signed 

by or on behalf of all Parties or their respective successors-in-interest. 

7.8 This Stipulation and the exhibits attached hereto constitute the entire agreement 

among the Parties and no representations, warranties or inducements have been made to any 

Party concerning this Stipulation or any of its exhibits other than the representations, warranties 

and covenants contained and memorialized in such documents. Except as otherwise provided 

herein, each Party shall bear its own costs. 

7.9 Each counsel or other Person executing this Stipulation or its exhibits on behalf of 

any Party hereby warrants that such Person has the full authority to do so. 

7.10 This Stipulation may be executed in one or more counterparts. A faxed or pdf 

signature shall be deemed an original signature for the purposes of this Stipulation. All executed 

counterparts, and each of them, shall be deemed to be one and the same instrument. A complete 

set of counterparts, either originally executed or copies thereof, shall be filed with the Court. 

7.11 This Stipulation shall be binding upon, and inure to the benefit of, the successors 

and assigns of the Parties and the Released Persons. 

7.12 The Court shall retain jurisdiction with respect to implementation and 

enforcement of the terms of this Stipulation, and the Parties submit to the jurisdiction of the 

Court for purposes of implementing and enforcing the Settlement embodied in this Stipulation. 

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TJNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

BONNIE MITCHELL and MICHAEL

FRIEDMAN, Derivatively on Behalf of

Nominal Defendant BROADWIND ENERGY,

fNC.,

Plaintiffs,

v.

DAVID P. REILAND, et al.,

Defendants,

and

BROADWIND ENERGY, INC.,

Nominal Defendant.

Case No. 11-CV-01059

FINAL JUDGMENT AND ORDER OF

DISMISSAL WITH PREJUDICE

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This Court having considered the Stipulation and Agreement of Settlement dated as of

January 70, 2014, including all exhibits thereto (the "Stipulation"), between (i) plaintiffs Bonnie

Mitchell and Michael Friedman ("Plaintiffs"), on behalf of themselves and derivatively on behalf

of Broadwind Energy, Inc. ("Broadwind" or the "Compffiy"), and (ii) nominal defendant

Broadwind; and having held a hearing on April 3, 2014; and having considered all of the

submissions and arguments with respect thereto, and otherwise being fully informed, and good

cause appearing therefor,

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

1. This Final Judgment and Order of Dismissal with Prejudice ("Judgment")

incorporates herein and makes a part hereof the Stipulation, including the exhibits thereto.

Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings

as set forth in the Stipulation.

2. The Court has jurisdiction over the subject matter of the Stockholder Derivative

Litigation, including all matters necessary to effectuate the Settlement, and over all Parties.

3. The record shows that Notice has been given to Broadwind's stockholders in the

manner approved by the Court in its Preliminary Approval Order (Docket No. i27). The Court

finds that such Notice (i) constitutes reasonable and the best notice practicable under the

circumstances; (ii) constitutes notice that was reasonably calculated, under the circumstances, to

apprise all Broadwind stockholders who could reasonably be identified of the pendency of the

Stockholder Derivative Litigation, the terms of the Settlement, and Current Broadwind

Stockholders' right to object to and to appear at the settlement fairness hearing held on April 3,

2014 (the "Settlement Hearing"); (iii) constitutes due, adequate, and sulficient notice to all

persons or entities entitled to receive notice in accordance with Federal Rule of Civil procedure

23.1(c); and (iv) meets the requirements of due process.

4. In light of the benefits to the Company, the complexity, expense and possible

duration of further litigation against the Defendants, the risks of establishing liability and

damages, and the costs of continued litigation, the Court hereby fully and finally approves the

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Settlement, pursuant to Federal Rule of Civil Procedure 23.1(c), as set forth in the Stipulation in

all respects, and finds that the Settlement is, in all respects, fair, reasonable, and adequate, and in

the best interests of Plaintiffs, Broadwind, and Broadwind's stockholders. The Court further

finds the Settlement set forth in the Stipulation is the result of arm's-length negotiations between

experienced counsel representing the interests of Broadwind, Broadwind's stockholders, and

Defendants. The Court has considered any submitted objections to the Settlement and hereby

overrules them.

5. The Parties are hereby directed to implement and consummate the Settlement

according to the terms and provisions of the Stipulation. In addition, the Parties are authorizedto

agree to and adopt such amendments and modifications to the Stipulation, or any exhibits

attached thereto, to effectuate the Settlement if they (i) are consistent in all material respects with

this Judgment, and (ii) do not limit the rights of Broadwind's stockholders in connection with the

Settlement. Without further order of the Court, the Parties may agree to reasonable extensions of

time to carry out any of the provisions of the Stipulation.

6. The Action is hereby dismissed in its entirety as to the Defendants, with

prejudice, and without costs to any party to the Action except as otherwise provided in the

Stipulation. The parties to the Action are to bear their own costs, except as otherwise provided

in the Stipulation.

7. The Court finds that during the course of the litigation the Parties and their

respective counsel at all times complied with the requirements of Rule 11 of the Federal Rules of

Civil Procedure, and particularly with Rule 11(b) of the Federal Rules of Civil Procedure.

8. Upon the Effective Date of the Settlement (as defined in Paragraph 1.6 of the

Stipulation), Broadwind, Plaintiffs (acting on their own behalf and derivatively on behalf of

Broadwind), and each of Broadwind's stockholders (solely in their capacity as Broadwind

stockholders) shall be deemed to have, and by operation of this Judgment shall have, fully,

finally, and forever released, relinquished and discharged the Released Claims against the

Released Persons and any and all claims arising out of, relating to, or in connection with, the

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defense, settlement or resolution of the Stockholder Derivative Litigation against the Released

Persons.

9. Upon the Effective Date of the Settlement (as defined in Paragraph 1.6 of the

Stipulation), each of the Released Persons shall be deemed to have, and by operation of this

Judgment shall have, fully, finalIy, and forever released, relinquished and discharged each and

all of Broadwind, Plaintiffs and Plaintiffs' Counsel from all claims (including Unknown Claims)

arising out of, relating to, or in connection with, the institution, prosecution, assertion, settlement

or resolution of the Stockholder Derivative Litigation or the Released Claims.

10. The provisions contained in the Stipulation (including any exhibits attached

thereto) shall not be deemed a presumption, concession, or admission by any Party of any fault,

liability, or wrongdoing, or lack of merit as to any facts or claims alleged or asserted in the

Stockholder Derivative Litigation or in any other action or proceeding, and shall not be

interpreted, construed, deemed, invoked, offered, or received into evidence or otherwise used by

any person in the Stockholder Derivative Litigation or in any other action or proceeding, whether

civil, criminal, or administrative, except in connection with any proceeding to enforce the terms

of the Settlement. The Released Persons may file the Stipulation and/or this Judgment in any

action that may be brought against them in order to support a defense or counterclaim based on

principles of res judicata, collateral estoppel, full faith and credit, release, good faith settlement,

judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar

defense or counterclaim.

1 1. The Court hereby approves the Fee and Expense Award in accordance with the

Stipulation.

12. Without affecting the finality of this Judgment, the Court retains continuing and

exclusive jurisdiction over all matters relating to administration, consummation, enforcement and

interpretation of the Stipulation, the Settlement, and of this Judgment, to protect and effectuate

this Judgment, and for any other necessary purpose. Plaintiffs, Defendants and each Broadwind

stockholder are hereby deemed to have irrevocably submitted to the exclusive jurisdiction of the

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Court for the purpose of any suit, action, proceeding or dispute arising out of or relating to the

Settlement or the Stipulation, including the exhibits thereto, and only for such purposes. Without

limiting the generality of the foregoing, and without affecting the finality of this Judgment, the

Court retains exclusive jurisdiction over any such suit, action or proceeding. Solely for purposes

of any such suit, action or proceeding, to the fullest extent they may effectively do so under

applicable law, Plaintiffs, Defendants and each Broadwind stockholder are hereby deemed to

have irrevocably waived and agreed not to assert, by way of motion, as a defense or otherwise,

any claim or objection that they are not subject to the jurisdiction of the Court, or that the Court

is, in any way, an improper venue or an inconvenient forum.

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

terms of the Stipulation, this Judgment shall be vacated, and all Orders entered and releases

delivered in connection with the Stipulation and this Judgment shall be null and void, except as

otherwise provided for in the Stipulation.

14. This Judgment is a final, appealable judgment and should be entered forthwith by

the Clerk in accordance with Rule 58, Federal Rules of Civil Procedure.

DATED:

TT IS SO ORDERED.

HONORABLE ROBERT W. GETTLEMAN

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EXHIBIT C

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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

IN RE REVOLUTION LIGHTING 

TECHNOLOGIES, INC. DERIVATIVE ACTION, Lead Case No. 1:19-cv-03913

This Document Relates To: 

ALL ACTIONS

ORDER AND FINAL JUDGMENT

This matter came before the Court for hearing on August 11, 2020, to consider 

approval of the proposed settlement (“Settlement”) set forth in the Stipulation and Agreement 

of Settlement dated January 30, 2020, and the exhibits thereto (the “Stipulation”). The Court 

has reviewed and considered all documents, evidence, objections (if any), and arguments 

presented in support of or against the Settlement. Good cause appearing therefore, the Court 

enters this Order and Final Judgment (“Judgment”).

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that: 

Unless otherwise stated herein, all capitalized terms contained in this Judgment shall 

have the same meaning and effect as stated in the Stipulation (which is deemed attached hereto). 

This Court has jurisdiction over the subject matter of the New York Action and over the 

Settling Parties to the New York Action. 

This Court hereby approves the Settlement set forth in the Stipulation and finds that the 

Settlement is, in all respects, fair, reasonable, and adequate to each of the Settling Parties, 

Revolution Lighting Technologies, Inc. (“Revolution”), and Current Revolution Stockholders, and 

hereby finally approves the Settlement in all respects and directs the Settling Parties to perform the 

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terms of the Settlement as set forth in the Stipulation. 

This Court hereby dismisses the New York Action with prejudice and without costs to 

the Settling Parties, except as otherwise provided below. 

Upon the Effective Date, Plaintiffs (individually and derivatively on behalf of 

Revolution), Revolution, any other Current Revolution Stockholders on behalf of Revolution, 

and Plaintiffs’ Counsel shall be deemed to have fully, finally, and forever released, relinquished, 

and discharged all Released Claims (including Unknown Claims) against the Released Parties. 

Upon the Effective Date hereof, the Settling Parties are barred and enjoined from 

commencing, prosecuting, instigating, or in any way participating in the commencement 

or prosecution of any action asserting any Released Claims against any of the Released Parties as 

set forth in and in accordance with the terms of the Stipulation. Nothing herein shall in any way 

impair or restrict the rights of any Settling Party to enforce the terms of the Stipulation. 

Upon the Effective Date, each of the Released Parties shall be deemed to have fully, 

finally, and forever released, relinquished, and discharged Plaintiffs and Plaintiffs’ Counsel from 

any and all Defendants’ Released Claims. Nothing herein shall in any way impair or restrict the 

rights of any Settling Party to enforce the terms of the Stipulation. 

The Court finds that the Notice of Pendency and Proposed Settlement of Shareholder 

Derivative Action (“Notice”) was given in accordance with the Preliminary Approval and 

Scheduling Order entered on April 10, 2020, and that such Notice was reasonable, 

constituted the most practicable notice under the circumstances to Current 

Revolution Stockholders, and complied with the requirements of federal law and due process. 

The Court hereby approves the Fee and Expense Award and directs payment of the Fee 

and Expense Award of $583,333.33 in accordance with the terms of the Stipulation. 

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The Court hereby approves the Service Awards of $2000 for each Plaintiff to be paid 

from Plaintiffs’ Counsel’s Fee and Expense Award in recognition of Plaintiffs’ 

participation and efforts in the prosecution of the Actions. 

During the course of the litigation of the Actions, all Settling Parties and their counsel acted 

in good faith and complied with Fed. R. Civ. P. 11 and any similar rule or statue. 

Neither the Stipulation nor the Settlement contained therein, nor any act performed or 

document executed pursuant to or in furtherance of the Stipulation or the Settlement, is or may be 

deemed to be or may be used as: (a) an admission of, or evidence of, the validity of any Released 

Claim or any wrongdoing or liability of the Defendants, or the Court's jurisdiction over the 

Released Parties for purpose of the Released Claims or for any other purpose; (b) an admission 

or concession by Plaintiffs or any Revolution stockholder of any infirmity in the claims asserted 

in the Complaints; or (c) an admission of, or evidence of, any fault or omission of any of the 

Released Parties in any civil, criminal, or administrative proceeding in any court, administrative 

agency, or other tribunal. The Released Parties may file the Stipulation and/or this Judgment 

in any action that may be brought against them in order to support a defense or counterclaim 

based on principles of res judicata, collateral estoppel, equitable estoppel, judicial estoppel, 

release, good-faith settlement, judgment bar or reduction, or any theory of claim preclusion or 

issue preclusion or similar defense or counterclaim. 

Without affecting the finality of this Judgment in any way, this Court hereby retains 

continuing jurisdiction over: (a) implementation of this Settlement; and (b) all Settling Parties 

and the Settling Parties’ counsel hereto for the sole purpose of construing, enforcing, and 

administering the Stipulation and this Order and Final Judgment, including, if necessary, 

setting aside and vacating this Judgment, on motion of a Settling Party, to the extent consistent 

and in accordance 

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with the Stipulation if the Effective Date fails to occur in accordance with the Stipulation. 

There is no reason for delay in the entry of this Judgment and immediate entry by the 

Clerk of the Court is expressly directed by the Court.

The Clerk is directed to close the motions at Dkt. Nos. 24 and 28.

The Clerk is directed to close this case (19-cv-3913) as well as 19-cv-4124.

SO ORDERED.

Dated: August 11, 2020

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15

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on January 10, 2022, a true and correct copy of the foregoing 

was electronically filed with the Clerk of Court using CM/ECF. Copies of the foregoing document 

will be served upon counsel via transmission of Notices of Electronic Filing generated by 

CM/ECF.

/s James W. Ducayet

James W. Ducayet

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