DECLARATION OF ELIZABETH A. FEGAN 

IN SUPPORT OF MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT

I, Elizabeth A. Fegan, under oath, declare and state as follows:

1. I am Managing Partner of the law firm Fegan Scott LLC and one of the courtappointed Co-Lead Counsel. 

2. I submit this declaration in support of the motion for preliminary approval of the 

proposed class action settlement, including the September 4, 2020 Settlement Agreement and 

Release (“Settlement Agreement”) as clarified by Addendum No. 1 to Settlement Agreement and 

Release (“Addendum”) (collectively, “the Settlement”).

3. I, along with members of the court-appointed leadership group, have undertaken 

extensive analyses of the claims and defenses in this case, as well as the underlying facts (as 

probed by confirmatory discovery and the involvement of highly regarded technical experts and 

consultants), the benefits conferred by the Settlement, and the risks associated with continued 

litigation. Based on that comprehensive assessment, and my experience litigating complex class 

actions, I believe the Settlement is fair, reasonable, and adequate for the Nationwide Class and 

Illinois Subclass. 

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

IN RE: TIKTOK, INC.,

CONSUMER PRIVACY

LITIGATION,

This Document Relates to All Cases

MDL No. 2948

Master Docket No. 20-cv-4699 

Judge John Z. Lee

Magistrate Judge Sunil R. Harjani 

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A. My Background

4. I have over 20 years of experience representing plaintiffs in complex class action

litigation. After 15 years as Managing Partner of Hagens Berman’s Chicago office, I founded

Fegan Scott LLC in May 2019 to help victims of consumer fraud, negligence, abuse, and 

discrimination. 

5. I have successfully led numerous nationwide class actions as court-appointed 

counsel.

6. For example, I was part of the Co-Lead Counsel team in In re NCAA StudentAthlete Concussion Injury Litigation, No. 1:13-cv-9116 (N.D. Ill.), which was litigated before 

this Court. That case resulted in a historic nationwide class settlement on behalf of four million 

current and former NCAA student-athletes, including the creation of a $70 million, 50-year 

medical monitoring program to diagnose the short- and long-term effects of concussions and the 

accumulation of subconcussive hits. 

7. Additional examples of successful class action cases in which I have led the 

prosecution include:

• Senior annuities consumer protection class actions: In a series of class actions against 

insurance companies that sold equity-indexed deferred annuities that targeted, but were 

inappropriate for, senior citizens, I was appointed to lead counsel and executive committee 

positions. These cases led to numerous settlements, e.g. American Equity Senior Annuities 

Fraud (C.D. Cal.) ($129 million settlement) and Midland Senior Annuities Fraud (C.D. 

Cal.) ($79.5 million settlement).

• Baby Products Antitrust (E.D. Pa.): As co-lead counsel for a class of consumers 

overcharged for high-end baby products (e.g. strollers, high chairs) as the result of a pricefixing conspiracy between Babies ‘R Us and baby product manufacturers, I achieved a $35 

million settlement after class certification was granted, summary judgment denied, and on 

the eve of trial.

• Pre-Filled Propane Tank Marketing and Sales Practices (W.D. Mo.): As MDL co-lead 

counsel for a class of consumers who purchased propane tanks for barbecues, I prosecuted 

this antitrust class action against the two dominant manufacturers who engaged in price 

fixing. The case settled for a $35 million common fund.

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• RC2 Corp. Toy Lead Paint Products Liab. Litig., No. 07 CV 7184, MDL No. 1893 (N.D. 

Ill.): As MDL co-lead counsel in this nationwide consumer fraud class action on behalf of 

purchasers of toys covered with lead paint, we successfully settled the MDL, in conjunction 

with related a state court case, for product refunds and blood lead testing valued at $30 

million.

• Nexium Pharmaceutical Antitrust Fraud (Mass.): After class certification, I joined the trial 

team to try antitrust claims on behalf of Massachusetts payors for Nexium. This singlestate case settled the night before trial for $20 million.

8. I have also served on special master teams in the Northern District of Illinois and 

Circuit Court of Cook County, appointed by the courts to manage discovery and oversee class 

counsel fee petitions in federal and state court class actions. See In re Waste Mgmt. Sec. Litig.

(N.D. Ill.); Wolens et al. v. American Airlines (Cir. Ct. Cook County).

B. Co-Lead Counsel reached consensus after an exhaustive and indepth analysis of the Settlement, followed by additional hardfought negotiations.

9. On September 28, 2020, the Court appointed a leadership team of three Co-Lead 

Counsel, a five-attorney Plaintiffs’ Steering Committee (PSC), and Liaison Counsel (the 

“Leadership Group”). ECF No. 94.

10. The Leadership Group includes a cross section of lawyers from various teams

who filed privacy cases related to the TikTok application, including lawyers from two groups 

that had been litigating on parallel tracks in two different district courts (the Northern District of 

California and the Northern District of Illinois), as well as several others whose cases were also

consolidated and transferred to this Court by the Judicial Panel on Multidistrict Litigation 

(JPML).

11. As the Court is aware, the pre-appointment litigation was, at times, contentious –

especially among Plaintiffs’ counsel. Plaintiffs’ counsel disputed, inter alia, in which court the 

cases should proceed, whether the cases should be consolidated, the appropriate claims to pursue, 

whether certain cases should proceed at all, who leadership counsel should be, whether 

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intervention was appropriate – and even whether settlement discussions should be had and with 

whom on the Plaintiffs’ side.

12. During the hearing regarding the numerous leadership applications, the Court 

acknowledged that some applicants suggested that a combination of the various groups would 

result in a “forced marriage” or “a team of rivals.” 09/25/2020 Hearing Transcript (“Transcript”), 

ECF No. 91, at 11:19-21.

13. However, the Court viewed the Leadership Group differently:

I . . . would like to think of it as an all-star team of sorts or an 

Olympic team, made up of individuals form perhaps different 

individual teams, but who are asked to come together to pursue the 

interests of all plaintiffs as a whole in this litigation.

Transcript, 11:21-12:2.

14. The Court’s willingness to bring once-adverse plaintiffs’ counsel together proved 

to be the right approach.

15. After the Court’s appointment, the Leadership Group came together and 

leveraged their diverse perspectives, experience, and prior dealings with defendants and their 

counsel to the Class’s benefit.

16. The Leadership Group zealously questioned one another’s viewpoints and 

advocated their own, analyzed the claims asserted in the now-consolidated actions and the 

inevitable defenses, and engaged in a candid, collaborative—and at times oppositional—process 

that allowed the Leadership Group to truly vet the case and the adequacy of the proposed

Settlement benefits.

17. For example, members of the Leadership Group were assigned to assess discrete 

issues and present their views to Co-Lead Counsel. Those assignments included, e.g., the 

analysis of particular causes of action, the analysis of legal issues related to arbitration clauses –

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including whether they bind minor class members, consultation with technology experts and 

consultants, the analysis of jurisdictional and liability issues related to the foreign defendants, 

drafting of and participation in confirmatory discovery, research regarding prior recoveries in 

analogous cases, the vetting of named plaintiffs and proposed class representatives, the drafting 

of the Consolidated Amended Complaint, negotiations with Defendants, and the drafting of the 

Addendum.

18. Co-Lead Counsel also gave careful, critical attention to the confirmatory 

discovery Plaintiffs obtained as part of the Settlement Agreement. For example, experts and 

consultants that various teams had retained prior to the Court’s leadership appointment were 

brought together to exchange ideas and assess one another’s analyses. The consultants 

contributed to and cross-checked one another’s requests for information made via interrogatories, 

and jointly assessed TikTok’s responses.

19. That feedback led to a candid question-and-answer session between Co-Lead 

Counsel, TikTok’s counsel, and Plaintiffs’ source code expert – in which Plaintiffs’ expert was 

given further free rein to probe TikTok’s relevant technology, source code (both in terms of 

scope and with questions stemming from the expert’s findings), and answers to the deposition on 

written questions.

20. Co-Lead Counsel was able to advocate for the issues identified by the Leadership 

Group and leverage those issues into additional settlement relief provided in the Addendum. And 

the parties’ discussions and negotiations regarding confirmatory discovery continued after that 

meeting, also contributing to the settlement.

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21. Co-Lead Counsel also took an inclusive approach regarding the identification of 

1 Additional details about confirmatory discovery are provided in the contemporaneously filed declaration 

of Co-Lead Counsel Katrina Carroll.

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named plaintiffs and class representatives. As part of the Leadership Group’s plaintiff vetting 

process, we took the unusual step of inviting all counsel who filed now-consolidated cases

(including those outside of the Leadership Group) to recommend their plaintiffs for inclusion in 

the consolidated amended complaint. Co-Lead Counsel also gave each named plaintiff’s counsel 

the opportunity to review the terms of the Settlement before seeking the Court’s preliminary 

approval and allowed them to recommend their respective plaintiffs as proposed class 

representatives.

22. Co-Lead Counsel also engaged James Zouras and Jonathan Rotter, two attorneys 

outside of the Leadership Group who filed cases that were consolidated with this MDL, to 

represent the respective interests of the Illinois Subclass and the non-Illinois members of the 

Nationwide Subclass; further vet the strengths, weaknesses, and value of each claim; and 

independently negotiate the allocation of settlement funds without regard to the prior allocation 

provisions of the Settlement Agreement.

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23. Numerous well-qualified attorneys spent considerable time in the six months 

following the Court’s leadership appointment to thoroughly consider the case and Settlement 

benefits (in addition to their extensive case analysis during the months of litigation that predated 

the cases’ consolidation) and, in doing so, achieved a resolution that is in the best interests of the 

Class. 

C. Co-Lead Counsel engaged in months of continued negotiations 

with defense counsel and improved upon an already substantial 

recovery.

24. Prior to reaching an agreement on the Addendum, Co-Lead Counsel engaged with 

defense counsel countless times – via phone calls, video conferences, emails, and the exchange 

2 Additional detail about the analysis and process underlying the allocation of settlement benefits is 

addressed in the contemporaneously filed declarations of Messrs. Zouras and Rotter.

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of revisions and draft documents – in hard-fought, post-mediation negotiations. In many ways, 

that process benefited from the Leadership Group’s varying perspectives and the reality that 

TikTok had to present settlement terms, provide insight into the companies’ operations, and 

engage in confirmatory discovery that met the expectations of a diverse amalgamation of highly 

experienced class action and privacy counsel.

25. Through that process, which took place over six months, Co-Lead Counsel was

able to improve upon the terms of the original Settlement Agreement with the new Addendum, 

including with respect to the following:

a. Definition of “TikTok.” For example, the Settlement Agreement includes 

an array of injunctive relief regarding TikTok’s treatment of its users’ data, as well as a provision 

requiring TikTok to initiate privacy compliance training. Settlement Agreement, § 6. The 

Leadership Group had questions about the application of the injunctive relief provisions to the 

other defendants, TikTok’s affiliates. Though the Settlement Agreement refers to “TikTok” 

alone, the Addendum redefined “TikTok” to make clear that the injunctive relief applies to all of 

the defendants who were engaged in the operation of the App or who are involved in receiving or 

accessing user data obtained through the App. Addendum, § 2.5 (clarifying that references to 

“TikTok” in the injunctive relief section apply to Defendants’ Released Parties).

b. Definition of “the App.” As another example, the Settlement Agreement 

includes injunctive relief prohibiting TikTok from “us[ing] the App” to collect, store, and/or 

transmit various categories of private user data – absent disclosure and compliance with all 

applicable laws. Settlement Agreement, § 6.1. It also includes other provisions regarding “the 

App,” including a warranty that TikTok does not use the App to collect biometric information or 

identifiers. Settlement Agreement, § 7.1. The Leadership Group expressed concern regarding

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whether the use of the word “App” was an appropriate limitation would exclude TikTok’s 

conduct after user data left the App and was transmitted to TikTok’s servers. The Addendum 

now makes clear that settlement provisions regarding the “App” go beyond the application’s 

operation on class members’ devices, i.e., “device-side” operations, and extend to “server-side 

operations” as well. Addendum, § 2.1. 

c. The Warranty. The Settlement Agreement includes a “Warranty” 

representing that “TikTok . . . has not used the App to collect biometric identifiers or biometric 

information as defined by the Illinois Biometric Information Privacy Act [BIPA]” and providing 

for confirmatory discovery on that issue. Settlement Agreement, § 7.1. However, the Leadership 

Group questioned, for example, whether TikTok used something other than “the App” (e.g., 

TikTok’s servers) to collect biometric data and whether the parties had a mutual understanding 

as what data qualified as “biometric identifiers or biometric information” under BIPA. The

Addendum addresses those questions and eliminates ambiguity as to the scope of the warranty 

and TikTok’s conduct. The Warranty now represents that many of the features underlying 

Plaintiffs’ claims are non-identifying. In other words, TikTok acknowledges that it engages in 

functions like “image landmarking operations used for special effects and demographic 

classification, speech-to-text operations used to generate text of words spoken in a video, and 

similar non-identifying operations” (which Plaintiffs contend is biometric data)—but, per the 

warranty, those are not used by TikTok to identify an individual. Id. 

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