IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

IN RE TIKTOK, INC., )

CONSUMER PRIVACY ) MDL No. 2948

LITIGATION )

) Master Docket No. 20 C 4699

)

This Document Relates to )

All Cases ) Judge John Z. Lee

) Magistrate Judge Sunil R. Harjani

)

MEMORANDUM OPINION AND ORDER

Tens of millions of Americans use the social media and entertainment 

application now known as TikTok (“TikTok” or “the App,” formerly known as 

“Musical.ly”) to view, create, and share short videos. That is all well and good, but 

according to the lead plaintiffs (“Plaintiffs”) in this multidistrict litigation (“MDL”), 

the App’s widespread popularity comes at the expense of its users’ privacy rights. On 

behalf of a putative class comprising all TikTok users in the United States (an 

estimated 89 million people) and a subclass of Illinois users, Plaintiffs allege that

ByteDance, Inc. (the China-based company that created TikTok) and its 

subsidiaries—TikTok, Inc., TikTok, Ltd., ByteDance Inc., and Beijing ByteDance 

Technology Co., Ltd. (collectively, “Defendants”)—have used the App to 

surreptitiously harvest and profit from collecting the private information of users in 

violation of numerous federal and state consumer privacy laws. 

Last year, the Court granted Plaintiffs’ motion for preliminary approval of a 

class action settlement that would provide monetary relief to class members in the 

form of a $92 million settlement fund, as well as broad injunctive relief prohibiting 

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Defendants from engaging in the alleged privacy violations going forward. See In re 

TikTok, Inc. Consumer Priv. Litig., 565 F. Supp. 3d 1076 (N.D. Ill. 2021), ECF No. 

161.

Now, after disseminating notice to the class and receiving approximately 1.4 

million claims, Plaintiffs have filed a motion for final approval of the settlement, as 

well as a motion for attorneys’ fees, expenses, and service awards. Various objectors 

have filed objections to both motions, as well as their own fee and service award 

petitions. For the following reasons, the Court certifies the Nationwide Class and 

Illinois Subclass for purposes of the settlement, grants Plaintiffs’ motion for approval 

of the settlement, approves the fee and service award petitions to the extent stated 

below, and makes other rulings as applicable.

TABLE OF CONTENTS

I. Background.......................................................................................................... 4

A. Factual and Early Procedural History ............................................................ 4

B. Plaintiffs’ Claims .............................................................................................. 9

1. Nationwide Class Claims........................................................................ 9

2. Illinois Subclass Claims ........................................................................ 11

C. Proposed Settlement Agreement ................................................................... 12

1. Monetary Relief..................................................................................... 13

2. Injunctive Relief.................................................................................... 14

D. Order Granting Preliminary Approval.......................................................... 15

E. The Notice and Claims Submission Period ................................................... 17

1. Notice..................................................................................................... 17

2. Claims and Opt-Outs ............................................................................ 20

II. Analysis ............................................................................................................... 21

A. Class Certification .......................................................................................... 21

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1. Legal Standard...................................................................................... 21

2. Rule 23(a) Factors ................................................................................. 22

i. Numerosity, Commonality, and Typicality ............................... 22

ii. Adequacy of Representation ...................................................... 23

3. Rule 23(b)(3) Factors............................................................................. 31

i. Predominance ............................................................................. 31

ii. Superiority.................................................................................. 32

B. Rule 23’s Notice Requirement........................................................................ 33

1. Adequacy of Notice................................................................................ 33

2. Objections to Notice Plan...................................................................... 36

3. Motion To Accept Opt-Outs .................................................................. 41

C. Rule 23(e)’s Fairness Inquiry ......................................................................... 44

1. Legal Standard...................................................................................... 44

2. Strength of Plaintiffs’ Case And Value of the Settlement................... 45

3. Other Settlement Factors ..................................................................... 53

D. Attorneys’ Fees and Service Awards.............................................................. 56

1. Legal Standard...................................................................................... 56

2. Class Counsel’s Motion for Attorneys’ Fees ......................................... 57

i. Percentage Method..................................................................... 58

ii. Lodestar Cross-Check ................................................................ 65

iii. Allocation of Fees Among Plaintiffs’ Firms............................... 66

iv. Expenses ..................................................................................... 72

3. Objector Mark S.’s Petition for Attorneys’ Fees................................... 74

4. Incentive and Service Awards .............................................................. 77

III. Conclusion.......................................................................................................... 79

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I. Background1

A. Factual and Early Procedural History

The App is a social media and entertainment platform that allows users to 

view, create, and share short videos. Using the App, individuals can record videos

and overlay them with visual effects, background music, and other enhancements. 

See Consol. Am. Class Action Compl. ¶¶ 127–28 (“Compl.”), ECF No. 114. After 

recording a video, a user can either save the video to their device or “post” the video 

to their TikTok account. See id. ¶¶ 146–47.

When a user posts a video to their account, the video is shared with the user’s 

“followers” (that is, other users who subscribe to see the user’s content) and also is 

posted publicly and displayed to users across the world using the App’s proprietary 

content-delivery algorithm. Id. ¶¶ 2, 7–9, 128. The algorithm uses artificial 

intelligence technologies and machine learning to gather information about a user 

and to predict what types of videos the user would want to see. Id. ¶¶ 8–9. The App 

then shows the user a curated feed of content (and advertisements) based on those 

predictions.2 Id. ¶ 141.

1 The Court assumes familiarity with the facts of this case as stated in the Preliminary 

Approval Order. See In re TikTok, 565 F. Supp. 3d at 1079–83.

2 For example, if a user “likes” or comments on a video of a dog dancing to a popular 

song, the App’s algorithm will “learn” about the user’s preference for such videos and will 

adjust to show the user more videos involving dogs or other animals dancing to music on the 

user’s video feed. See Compl. ¶ 268.

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The simultaneous success and secrecy of TikTok’s proprietary AI technology 

has prompted considerable backlash from privacy advocates, politicians, and the 

United States government. In February 2019, the Federal Trade Commission

entered into a consent decree with several Defendants over the App’s purported 

violations of the Children’s Online Privacy Protection Act (“COPPA”), 15 U.S.C. 

§ 6501 et seq.3 The Department of Defense expressed concerns that its employees’ 

use of the App raised security issues because of the App’s “ability to convey location, 

image and biometric data to its Chinese parent company.” Compl. ¶ 6. And several 

United States Senators called on the intelligence community to investigate TikTok’s

alleged ties to the Chinese government and its potential as a “target of foreign 

influence campaigns like those carried out during the 2016 election on United Statesbased social media platforms.” Letter from Senator Charles E. Schumer and Senator 

Tom Cotton to Joseph Maguire, Acting Director of National Intelligence (Nov. 27, 

2019) (on file with the United States Senate), https://www.democrats.senate.gov/

imo/media/doc/10232019%20TikTok%20Letter%20-%20FINAL%20PDF.pdf.

These privacy concerns also prompted a wave of putative class action lawsuits 

against TikTok in federal courts across the country. Beginning in 2018, several 

plaintiffs’ law firms began to investigate whether Defendants’ AI and machine 

3 Press Release, Video Social Networking App Musical.ly Agrees to Settle FTC 

Allegations That It Violated Children’s Privacy Law, FTC (Feb. 27, 2019), 

https://www.ftc.gov/news-events/news/press-releases/2019/02/video-social-networking-appmusically-agrees-settle-ftc-allegations-it-violated-childrens-privacy (last accessed May 20, 

2022).

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learning technologies violated United States privacy laws. The investigations focused 

in particular on whether the App’s video camera collected, retained, and distributed

App users’ facial recognition information or other biometric information without the 

users’ authorization. See Pls.’ Mot. Prelim. Approval Class Action Settlement (“Mot. 

Prelim. Approval”), Rhow Decl. ¶¶ 8–10, ECF No. 122-8. The investigations also 

explored whether the App harvested other types of private information, such as 

geolocation data, video viewing histories, unpublished TikTok videos (i.e., those not 

“saved” or “posted”), and personal identifying information such as email addresses, 

social media account information, or cell phone data, and whether Defendants

transferred that data to third parties. Id.; see, e.g., Compl. ¶¶ 155–57. 

The first case against TikTok based on these allegations was filed in the 

Northern District of California in November 2019. See Hong v. ByteDance, Inc., No. 

19 C 7792 (N.D. Cal.). Other lawsuits followed in the Northern District of California, 

the Central District of California, the Southern District of Illinois, and the Northern 

District of Illinois, including one in this Court. See E.R. v. TikTok, Inc., No 20 C 2810 

(N.D. Ill.). Eventually, the burgeoning of litigation led the Judicial Panel on 

Multidistrict Litigation (“JPML”) to consolidate the then-nineteen related actions and 

to transfer them to this Court for pretrial proceedings on August 4, 2020. See In re 

TikTok, Inc., Consumer Priv. Litig., 481 F. Supp. 3d 1331, 1332 (J.P.M.L. 2020); 

JPML Transfer Order, In re TikTok (N.D. Ill. Aug. 12, 2020), ECF No. 2.

By that point, the political tensions surrounding TikTok had reached their 

zenith. Just two days after the JPML’s transfer order, President Donald Trump 

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issued an executive order declaring that TikTok’s continued operation in the United 

States presented “a national emergency” that “threaten[ed] the national security, 

foreign policy, and economy of the United States.” Exec. Order No. 13,942, 85 FED.

REG. 48,637 (Aug. 6, 2020). According to the executive order, immediate action was 

necessary because TikTok’s “data collection threaten[ed] to allow the Chinese 

Communist Party access to Americans’ personal and proprietary information.” Id.

The order gave ByteDance an ultimatum: sell TikTok’s United States operations to 

an American company within forty-five days or face a ban of the App in this country. 

See id.4

After the Trump Administration’s order, Defendants’ motivation to settle the 

newly-consolidated cases was at an all-time high given its need to shed TikTok’s 

liabilities in preparation for its anticipated sale. See Pls.’ Mot. Final Approval Class 

Action Settlement at 9–10 (“Mot. Final Approval”), ECF No. 195. The attorneys in 

Hong had already engaged in months of comprehensive settlement discussions with 

Defendants, including a round of mediation in April 2020 led by Layn Phillips, a

prominent retired federal judge. Id. at 8. To that point, however, the parties had not 

been successful. Id.; see generally Mot. Prelim. Approval, Carroll Decl., ECF No. 122-

6 (discussing pre-MDL settlement negotiations); Rhow Decl. (same).

4 ByteDance initially agreed to sell its United States operations of TikTok to Oracle and 

Walmart later in September 2020, but a final agreement never materialized, and the Biden 

Administration ultimately abandoned the Trump Administration’s threat to ban the App.

See, e.g., Bobby Allyn, Biden Administration Pauses Trump’s TikTok Ban, Backs Off Pressure 

to Sell App, NAT’L PUB. RADIO (Feb. 10, 2021), https://www.npr.org/2021/02/10/966584204/ 

(last accessed May 20, 2022).

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On August 13, 2020, Plaintiffs’ counsel in E.R., a case originally filed in this 

Court, was able to assemble a coalition of attorney representatives from the various 

consolidated cases to attend a second round of mediation before Judge Phillips in 

hopes of achieving a global settlement. Mot. Final Approval at 8–9; Carroll Decl. 

¶¶ 16–19. That thirteen-hour session proved fruitful and concluded with a

settlement agreement in principle and a signed term sheet. Mot. Final Approval at 

10. The parties memorialized the settlement in a signed agreement on September 4, 

2020. Id.

Meanwhile, as part of its management of the MDL, the Court solicited 

applications from the attorneys who represented the various plaintiff classes in the 

MDL to serve as Lead Counsel and in other leadership roles. In September 2020, the 

Court selected three attorneys—Katrina Carroll, Ekwan Rhow, and Elizabeth 

Fegan—to serve as Co-Lead Counsel; attorney Shannon Marie McNulty to serve as 

Liaison Counsel; and five attorneys—Jonathan Jagher, Megan E. Jones, Michael 

Gervais, Amanda K. Klevorn, and Albert Y. Chang—to serve on the Plaintiffs’ 

Executive Committee. See Case Management Order No. 3, ECF No. 94 (appointing 

counsel to these roles).

These attorneys worked with Defendants over the fall and winter of 2020 to 

assess the initial terms of settlement and negotiate revised terms to address the 

various concerns raised by different plaintiff groups. As part of this process, 

Plaintiffs’ counsel also conducted a substantial amount of confirmatory discovery, 

which included interrogatories, document requests, and written depositions, and 

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arranged for a computer programming expert to inspect the App’s source code onsite. 

See In re TikTok, 565 F. Supp. 3d at 1080–81. 

B. Plaintiffs’ Claims 

One product of these efforts was a consolidated amended class action complaint

filed towards the end of 2020. The complaint proposes two classes. First, the 

complaint defines a Nationwide Class comprised of all United States residents who 

had used the App prior to preliminary approval of the settlement. Compl. ¶ 322. 

Second, the complaint seeks certification of an Illinois Subclass comprised of all 

Illinois residents who had used the App to create one or more videos prior to the 

preliminary approval of the settlement. Id. A brief summary of the classes’ claims 

follows.

1. Nationwide Class Claims

On behalf of the Nationwide Subclass, the complaint asserts claims under 

federal statutes, as well as claims under California statutes and common law. 

First, the complaint asserts for the Nationwide Class that Defendants have 

violated the federal Computer Fraud and Abuse Act (“CFAA”), 18 U.S.C. § 1030, and 

its California analogue, the Comprehensive Computer Data Access and Fraud Act 

(“CCDAFA”), CAL. PENAL CODE § 502, by collecting personal information and data, 

including user or device identifiers, biometric information, and unpublished TikTok 

videos, from App users’ cell phones without authorization. Compl. ¶¶ 339–41, 345–

46. 

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Next, Plaintiffs bring a claim under the Video Privacy Protection Act (“VPPA”), 

18 U.S.C. § 2710, which creates a private cause of action against a “video tape service 

provider who knowingly discloses, to any person” the “personally identifiable 

information” of its consumers. Id. § 2710(b). According to Plaintiffs, Defendants have 

violated VPPA by knowingly disclosing App users’ personally identifiable 

information, including a record of the videos the user has watched, a record of the 

videos the user has “liked” or commented on, and the identities of the user’s followers, 

to Facebook and Google. See Compl. ¶ 397. 

Additionally, Plaintiffs assert that, in failing to disclose that they collect and 

disseminate App users’ personal information, Defendants have violated two 

California consumer protection statutes5: the California Unfair Competition Law 

(“UCL”), CAL. BUS. & PROF. CODE § 17200 et seq., which bans “unlawful, unfair, or 

fraudulent business act[s] or practice[s],” id., and the California False Advertising 

Law (“FAL”), id. § 17500 et seq., which prohibits any “unfair, deceptive, untrue, or 

misleading advertising.” Id.; see Compl. ¶¶ 372–78, 381–85. 

Plaintiffs also assert three claims under California constitutional and common 

law. First, they argue that Defendants’ collection and dissemination of their private 

information violates the right to privacy enshrined in article I of the California 

Constitution. See CAL. CONST. art. I § 1; Compl. ¶¶ 351–53. Second, Plaintiffs raise

5 Plaintiffs also assert claims pursuant to several other state consumer protection 

statutes on behalf of a “Multi-State Consumer Protection Class,” “in the alternative” to a 

Nationwide Class. Id. ¶ 419; see id. ¶ 322 n.167 (listing states with consumer fraud laws that 

may apply to Defendants’ conduct).

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a claim based on the common law tort of intrusion upon seclusion, arguing that the 

collection of App users’ personal information constitutes an “intentional interference 

with [their] interest in solitude or seclusion . . . of a kind that would be highly 

offensive to a reasonable man.” RESTATEMENT (SECOND) OF TORTS § 652B cmt. a (AM.

LAW INST. 1977) (updated Oct. 2021); see Compl. ¶ 363.

Lastly, Plaintiffs seek recovery under a theory of unjust enrichment, 

contending that Defendants derived revenues and profits from the dissemination and 

transfer of App users’ private and personal information. Compl. ¶ 387; see

RESTATEMENT (THIRD) OF RESTITUTION AND UNJUST ENRICHMENT § 1 cmt. a (AM. LAW 

INST. 2011) (recovery under the doctrine of unjust enrichment is appropriate when 

the defendant “recei[ves] a benefit whose retention without payment would result in 

the unjust enrichment of the defendant at the expense of the claimant”). 

2. Illinois Subclass Claims

The Illinois Subclass asserts claims under the Illinois Biometric Information 

Privacy Act (“BIPA”), 740 Ill. Comp. Stat. 14/1 et seq., which “embodies a fundamental 

policy of the state of Illinois. . . . of protecting its citizens’ right to privacy in their 

personal biometric data,” and in particular, its “concerns about the use of new 

technology by ‘[m]ajor national corporations’ to collect personal biometric data.” In 

re Facebook Biometric Info. Priv. Litig., 185 F. Supp. 3d 1155, 1169 (N.D. Cal. 2016) 

(“In re Facebook”) (quoting 740 Ill. Comp. Stat. 14/5(b)). In short, BIPA requires a 

private entity that collects biometric information (defined as “any information . . . 

based on an individual’s . . . retina or iris scan, fingerprint, voiceprint, or scan of hand 

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or face geometry,” 740 Ill. Comp. Stat. 14/10) to “inform the subject or ‘the subject’s 

legally authorized representative’ in writing about several things, such as the 

purpose of collecting the data and how long they will be kept, and obtain the consent 

of the subject or authorized representative.” Miller v. Sw. Airlines Co., 926 F.3d 898, 

900 (7th Cir. 2019) (quoting § 14/15(b)). 

BIPA also prohibits sales and limits transfers of biometric information and 

requires custodians to establish protocols for retaining the information and protecting 

it from disclosure. See id. at 901 (citing § 14/15(a)–(e)). Successful BIPA plaintiffs 

may recover either actual damages or liquidated damages—$1,000 for negligent 

violations and $5,000 for intentional or reckless violations—plus attorneys’ fees, 

costs, and injunctive relief. See § 14/20.

Here, Plaintiffs claim that Defendants have violated BIPA by harvesting App 

users’ facial scans without obtaining their consent, and by transferring and selling 

users’ biometric information to third parties. Compl. ¶¶ 408–10. Plaintiffs also allege 

that Defendants routinely violate BIPA’s disclosure and retention requirements. Id.

¶¶ 411–15.

C. Proposed Settlement Agreement

In exchange for a release of all of these claims, and any potential claims based 

on Defendants’ collection or handling of App users’ data,6 the Settlement Agreement 

6 More specifically, the release covers “any and all claims, complaints, actions, 

proceedings, or remedies of any kind . . . arising from or related to the Civil Actions or the 

collection and use of any user data, including biometric data . . . arising from the beginning 

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provides for monetary relief in the form of a $92 million settlement fund and a range 

of injunctive remedies to prevent Defendants from engaging in the alleged privacy 

violations in the future.

1. Monetary Relief

Pursuant to the Settlement Agreement, Defendants have agreed to pay $92 

million into an escrow account, to be distributed among class members according to 

a Court-approved plan of allocation. See Mot. Prelim. Approval Ex. C, Proposed Plan 

of Allocation, ECF No. 122-3. The plan provides that the settlement funds are to be 

paid out in the following descending order: (1) payment of expenses incurred in 

connection with administering the settlement; (2) taxes associated with the 

settlement; (3) attorneys’ fees, service fees, and other fee awards; and (4) payment to 

class members who submitted valid claims. Settlement Agreement § 5.2.

Once administration costs, taxes, and fees are distributed, the remainder of 

the settlement fund will be divided into prorated shares “that are equal to the sum of 

(1) the total number of valid claims submitted by Nationwide Class members and 

(2) the total number of valid claims submitted by Illinois Subclass members 

multiplied by five.” Mot. Final Approval at 14. Each Nationwide Class member who 

submitted a valid claim will receive one prorated share, and each Illinois Subclass 

member who submitted a valid claim will receive six prorated shares—one as a 

of time” to the date that the final approval of the settlement is either affirmed on appeal or 

the date that the time to appeal the final approval order has expired. See Mot. Prelim. 

Approval Ex. A, Proposed Settlement Agreement and Release § 2.30 (“Settlement 

Agreement”), ECF No. 122-1.; id. § 2.12.

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member of the Nationwide Class, and five as a member of the Illinois Subclass. See 

id. Based on Plaintiffs’ estimates, each Nationwide Class claimant will receive $27.19

and each Illinois Subclass claimant will receive $163.13 in monetary relief from the 

settlement. See id.; Platt Decl. ¶ 43, ECF No. 196.

2. Injunctive Relief

The Settlement Agreement also contains expansive injunctive remedies. As 

part of the settlement, Defendants have agreed to refrain, and upon approval of the 

settlement will be enjoined, from engaging the following conduct, unless disclosed 

expressly in TikTok’s Privacy Policy: (1) using the App to collect or store a user’s7

biometric information; (2) using the App to collect geolocation or GPS data; (3) using

the App to collect information in users’ clipboards;8 (4) using the App to transmit user 

data outside of the United States; (5) storing user data in databases outside of the 

United States; and (6) uploading content generated by users to the App’s servers 

before the user saves or publishes it. Settlement Agreement §§ 6.1–6.2; see generally 

id. at Addendum § 4. 

Defendants also pledge to create, at their own expense, a comprehensive data 

privacy training and compliance program for all newly hired employees and 

contractors and to institute annual privacy training for all employees. Id. § 6.3. And 

7 All references to “a user” or “users” in the Settlement Agreement refer to a United 

States user or users.

8 A phone’s “clipboard” is the function that allows the user to store text, images, and 

videos for the purpose of copying and pasting them within an app or between apps. See 

Compl. ¶¶ 181–85. 

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Defendants have agreed to pay for a third party to monitor this training for three 

years and to provide written verification of the review. Id. at Addendum § 4.3.

D. Order Granting Preliminary Approval

On February 25, 2021, Plaintiffs presented the Settlement Agreement, the

plan of allocation, and a proposed notice plan to this Court for preliminary approval. 

See Mot. Prelim. Approval. Three objections to the preliminary approval motion were 

filed: one by Mark S., ECF No. 126; one by Dennis Litteken, ECF No. 132; and one by

Brian Behnken and Joshua Dugas, ECF No. 142. 

After the parties submitted supplemental briefs regarding the adequacy of 

representation of minor class members, the possibility of in-App notice, and the 

process by which Plaintiffs valued the claims, the Court granted Plaintiffs’ motion for 

preliminary approval on September 30, 2021. See generally In re TikTok, 565 F. 

Supp. 3d 1076; Order Granting Prelim. Approval Class Action Settlement, In re 

TikTok (N.D. Ill. Oct. 1, 2021) (setting forth procedures for notice, filing claims and 

objections, and the final approval process) (“10/1/21 Order”), ECF No. 162.

The Court made three principal findings at the preliminary approval stage.

First, it found that it “[would] likely be able to certify” the proposed classes for 

purposes of approving the settlement. In re TikTok, 565 F. Supp. 3d at 1087; see FED.

R. CIV. P. 23(e)(1)(B)(ii). Second, the Court found that the proposed settlement was 

“within the range of fairness, reasonableness, and adequacy” in light of numerous 

factors, including the strength of Plaintiffs’ case, the complexity of potential ongoing

litigation, the amount of opposition to the settlement, and the reaction from class 

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members. In re TikTok, 565 F. Supp. 3d at 1087 (citing Wong v. Accretive Health, 

Inc., 773 F.3d 859, 863 (7th Cir. 2014) (listing certain factors to be considered)).

Finally, the Court approved the proposed notice plan because it provided the best 

notice practicable to all class members, with the caveat that Defendants were 

required to provide in-App notice of the settlement to American users. Id. at 1091–

92; see id. at 1094.

In making these findings, the Court overruled three objections to preliminary 

approval. The Court first overruled Litteken’s objections that the Settlement 

Agreement undervalued Plaintiffs’ claims. In doing so, the Court noted that In re 

Facebook, the case Litteken cited to support his contention that the settlement 

undervalued the BIPA claims, was “a poor comparator” because Defendants, unlike 

Facebook, do not concede that they use facial recognition technology to harvest App 

users’ biometric information. See id. at 1090 (citing In re Facebook, No. 15-cv-3747–

JD, 2018 WL 2197546, at *2 (N.D. Cal. May 14, 2018)).

The Court also rejected Mark S.’s argument that the settlement did not account 

for conflicts between minor and non-minor class members. It found Mark S.’s 

contention that minor class members should receive more compensation because they 

could potentially disaffirm the arbitration agreements in the App’s terms of service 

unpersuasive, because disaffirmance would likely “require individual minor class 

members, at the very least, to stop using the App,” which seems improbable. Id. at

1085–86.

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Additionally, the Court rejected Mark S.’s argument that the Court should 

have denied preliminary approval because Plaintiffs had not undertaken a detailed 

quantitative analysis of the net expected value of continued litigation to the class. 

Instead, the Court found that there were “other reliable indicators”—including the 

hard-fought negotiation process, two rounds of arbitration supervised by a former 

federal judge, and substantial confirmatory discovery—that supported a finding of 

reasonableness. Id. at 1087 (quoting Kaufman v. Am. Exp. Travel Related Servs. Co., 

877 F.3d 276, 285 (7th Cir. 2017)); see id. at 1088–89.

Finally, the Court overruled Behnken and Dugas’s objection to the opt-out 

procedure. Behnken and Dugas argued that the notice plan’s requirement that class 

members who desire to opt-out of the settlement complete, sign, and mail individual 

opt-out request forms to Plaintiffs’ counsel violated their due process rights. Id. at 

1092. But as the Court noted, the requirement that class members individually fill 

out and mail an opt-out request form is “a common and practical requirement” that 

is “consistently enforced” in MDL settlements. Id. at 1093 (quoting In re Deepwater 

Horizon, 819 F.3d 190, 197 (5th Cir. 2016)); see id. (collecting cases). Accordingly, the 

Court concluded that the opt-out procedure did not violate due process.

E. The Notice Program and Claims Submission Period

1. Notice Program

After the Court granted preliminary approval, Plaintiffs disseminated notice 

to the class through a notice program developed by the settlement administrator, 

Angeion Group (“Angeion”). Mot. Final Approval at 18; see generally Platt Decl. Per 

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the Court’s scheduling order, the notice period began on November 14, 2021, and 

concluded on March 1, 2022. See 10/1/21 Order at 7–8; Mot. Final Approval at 18. 

Angeion created a settlement website that contained information about the 

claims and the settlement, a claim-submission portal, a downloadable claim form, 

and a list of dates and deadlines for submitting claims, filing objections, and opting 

out of the settlement. Platt Decl. ¶ 30; see www.TikTokDataPrivacySettlement.com.

Angeion also established a toll-free automated hotline that provided callers with 

information about the settlement. Id. ¶ 32. Angeion then commenced a “multifaceted campaign” that was intended to reach a majority of class members multiple 

times. Mot. Final Approval at 18.9

First, Angeion sent direct emails to nearly 81 million email addresses 

associated with users’ accounts. Platt Decl. ¶ 7. Seventy percent of these emails (or 

around 56 million) were successfully delivered. Id. ¶ 10.

Second, Plaintiffs purchased digital advertisements and disseminated them 

using a “programmatic” advertising model that uses an algorithm to place 

advertisements on the websites that members of a given demographic group are likely 

to visit. Id. ¶ 12. According to Plaintiffs, the digital advertising campaign served 

over 126 million impressions to the Nationwide Class and over 3.4 million 

impressions to Illinois Subclass members. Id. ¶ 21.

9 As required by the Class Action Fairness Act, 28 U.S.C. § 1715, Angeion also served a 

notice of the settlement, along with a copy of the Settlement Agreement, on the attorneys 

general of all fifty states, as well as United States territories and the Attorney General of the 

United States. See Platt Decl. ¶¶ 4–5.

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Third, Angeion launched a social media campaign using ads on Facebook, 

Twitter, and Instagram. Id. ¶ 22. The social media campaign ran concurrently with 

the Internet advertising campaign and provided the Nationwide Class with over 115 

million impressions through Facebook and Instagram and over 39 million 

impressions through Twitter. Id. ¶ 24. At the same time, the Illinois Subclass 

received over 7.1 million impressions through Facebook and Instagram and over 

346,000 impressions through Twitter. Id. ¶ 25. Additionally, Plaintiffs implemented 

a “claims stimulation noticing program” that placed additional ads on Facebook, 

Twitter, and Instagram that were specifically designed to motivate class members to 

submit claims. Id. ¶ 27.

In total, Plaintiffs estimate that the notice program resulted in a 96.78% 

reach,10 with an average frequency of three impressions per person. See id. ¶ 36.

Finally, on November 15, 2021, Defendants provided an in-App notification of 

the settlement to all United States-based TikTok accounts for users aged thirteen 

and older via the App’s “Inbox” feature.

11 Id. ¶ 11. The notification read: “Class 

10 The 96.78% figure references the “target audience” for Angeion’s media campaign, not 

the Nationwide Class itself. Platt Decl. ¶¶ 14, 36. That said, because Angeion constructed 

the “target audience” based on a demographic profile of the class, and because the “target 

audience” is more than one-third of the estimated class size, the Court views the reach 

estimate as probative. Id. ¶¶ 13–19; see, e.g., Schneider v. Chipotle Mexican Grill, 336 F.R.D. 

588, 596 (N.D. Cal. 2020) (finding a publication notice plan that reached approximately 70% 

of 30 million-member target audience satisfied Rule 23).

11 App users under the age of thirteen participate in a “limited app experience” that does 

not have an inbox feature. TikTok for Younger Users, TIKTOK (Dec. 13, 2019), 

https://newsroom.tiktok.com/en-us/tiktok-for-younger-users (last visited May 22, 2022); Platt 

Decl. ¶ 11.

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Action Settlement Notice: United States residents who used TikTok before 01 OCT 

2021 may be eligible for a class settlement payment” and listed the URL of the 

settlement website. Id. Users who clicked on the notification were automatically 

directed to the settlement website. Id.

In addition to these notice efforts, there was considerable media coverage of 

the settlement. News outlets such as NBC News, Business Insider, and USA Today 

published online articles about the settlement that included links to the settlement 

website.12

2. Claims and Opt-Outs

The deadline to submit a claim was March 1, 2022. Id. ¶ 37. By that date,

1,215,541 valid claims had been submitted—1,038,517 from members of the 

Nationwide Class, and 177,024 from members of both the Nationwide Class and the 

Illinois Subclass.13 Id. ¶ 38. Based on the parties’ estimate of 89 million total 

Nationwide Class members and 1.4 million Illinois Subclass members, it appears that 

12 Palmer Haasch, TikTok May Owe You Money from its $92 Million Data Privacy 

Settlement, BUS. INSIDER (Nov. 19, 2021, 1:17 PM), https://www.businessinsider.com/tiktokdata-privacy-settlement-how-to-submit-claim-2021-11 (last visited May 22, 2022); Morgan 

Sung, That TikTok Notification About a Settlement Payment Isn’t a Scam. Here’s What to 

Know, NBC NEWS (Nov. 16, 2021, 8:13 PM), https://www.nbcnews.com/news/us-news/needknow-tiktoks-class-action-lawsuit-rcna5781 (last visited May 22, 2022); Kelly Tyko, TikTok 

Class Action: You Might Get Money in the $92 Million Proposed Settlement. Here’s How to

File a Claim, USA TODAY (Nov. 15, 2021, 10:19 PM) 

https://www.usatoday.com/story/tech/2021/11/17/you-might-get-money-tiktok-class-actionsuit-talking-tech-podcast/8648781002/ (last visited May 22, 2022).

13 Angeion received 1,240,080 claim forms. After reviewing the forms, Angeion denied 

24,539 for failing to check the box attesting that the claimant had used the App while residing 

in the United States prior to September 30, 2021, for failing to sign the form, or for being a 

duplicate of another claim. Platt Decl. ¶ 37.

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approximately 1.4% of the Nationwide Class, and 13% of the Illinois Subclass, 

submitted a claim. See id.; Mot. Prelim. Approval at 17.

Requests for exclusion (“opt-outs”) were due by January 31, 2022. Id. ¶ 39. By 

that date, Angeion had received 4,068 such requests. Id. But Angeion determined 

that only twenty-eight requests were “valid,” because 4,040 requests were submitted 

in groups by four law firms on behalf of 2,253 individuals. Mot. Final Approval at 23.

Angeion declared these requests invalid in light of the Settlement Agreement’s 

prohibition on “mass opt-outs.” Id. (citing Settlement Agreement § 10.1); see 

discussion infra section II.B.3.

After the notice and claims submission period closed, Plaintiffs filed a motion 

for final approval of the settlement and a motion for attorneys’ fees on March 31, 

2022. Four class members—Steven Helfand, Litteken, Jennifer Cochran, and Mark 

S.—filed objections. See ECF Nos. 182, 184, 186, 187. For the reasons set forth below,

the Court overrules the objections and grants both motions.

II. Analysis

A court may approve a class action settlement if: (1) it is able to certify the 

settlement class; (2) the class was provided adequate notice and a public hearing; and 

(3) it determines that the settlement is “fair, reasonable, and adequate.” FED. R. CIV.

P. 23(e)(1)–(2). The Court takes these inquiries in turn, before turning to the question 

of attorneys’ fees and service awards.

A. Class Certification

1. Legal Standard

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A plaintiff seeking class certification has the burden to show that their 

proposed class meets the requirements of Rule 23(a) and the requirements for one of 

the three types of classes identified in Rule 23(b). Dancel v. Groupon, Inc., 949 F.3d 

999, 1004 (7th Cir. 2019). Rule 23(a) requires a plaintiff to show that: “(1) the class 

is so numerous that joinder of all members is impracticable; (2) there are questions 

of law or fact common to the class; (3) the claims or defenses of the representative 

parties are typical of the claims or defenses of the class; and (4) the representative 

parties will fairly and adequately protect the interests of the class.” FED. R. CIV. P.

23(a). 

Furthermore, Plaintiffs here seek certification as a Rule 23(b)(3) class. This 

means that they also must show that “the questions of law or fact common to the class 

members predominate over any questions affecting only individual members,” and 

that “a class action is superior over other available methods for fairly and efficiently 

adjudicating the controversy.” FED. R. CIV. P. 23(b)(3).14

2. Rule 23(a) Factors

i. Numerosity, Commonality, and Typicality

As the Court observed at the preliminary approval stage, the numerosity, 

commonality, and typicality requirements of Rule 23(a) “are readily satisfied” here. 

In re TikTok, 565 F. Supp. 3d at 1085. The 89-million-member Nationwide Class (and 

14 The Court does not consider whether the case would be manageable as a class action 

because that inquiry is unnecessary to certify a settlement-only class. Amchem Prods., Inc. 

v. Windsor, 521 U.S. 591, 620 (1997). 

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the 1.4 million-member Illinois Subclass) satisfies the numerosity requirement 

because it is far too large for joinder to be practicable. See Anderson v. Weinert 

Enters., Inc., 986 F.3d 773, 777 (7th Cir. 2021). As to commonality, there are 

numerous “common contention[s] . . . capable of classwide resolution” here: most 

notably, whether Defendants harvested class members’ personal information and 

biometric data without their knowledge or consent, and whether Defendants 

transferred this data to third parties without authorization in contravention of 

federal and state privacy laws. Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 350 

(2011). And, as typicality requires, the named Plaintiffs’ claims “share the same 

essential characteristics” with those of the absent class members because each named 

Plaintiff used the same App and was subjected to the same alleged misconduct as the 

absent class members. Howard v. Cook Cnty. Sheriff’s Off., 989 F.3d 587, 606 (7th 

Cir. 2021). 

ii. Adequacy of Representation

The only Rule 23(a) factor in dispute is the requirement that class 

representatives fairly and adequately represent the class. Rule 23(a)(4); see Howard, 

989 F.3d at 609. The purpose of this requirement is to protect the rights of absent 

class members by “uncover[ing] conflicts of interest between named parties and the 

class they seek to represent” and to “screen[] for conflicts of interest among class 

members.” Howard, 989 F.3d at 609 (quoting Amchem, 521 U.S. at 625).

The Court found Plaintiffs’ representation of the class and subclass to be 

adequate at preliminary approval and sees no reason why the conclusion should be 

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any different now. The named Plaintiffs’ interests are the same as those of the absent 

class members—both groups want to enjoy using the App without their data being 

collected and disseminated to third parties without authorization. And based on its 

prior review of Plaintiffs’ counsel’s qualifications, the Court is confident that they 

possess the necessary experience and capabilities to protect class members’ interests, 

and that they have done so here.

Three objectors to the settlement—Helfand, Mark S., and Litteken—disagree. 

First, Helfand argues that the inclusion of the proposed Illinois Subclass creates a 

conflict among class members. According to Helfand, because other states also have 

privacy statutes like BIPA, members of the Illinois subclass should not receive any 

more compensation than others. 

As a preliminary matter, the Court notes that a number of courts have referred 

to Helfand as a “serial objector,” who has been disbarred for, among other things, 

filing groundless objections to proposed class action settlements. See Collins v. 

Quincy Bioscience, LLC, No. 19-22864-CIV, 2020 WL 7135528, at *1–2 (S.D. Fla. Nov. 

16, 2020). This puts his credibility and motivations in doubt from the get-go.15

15 Courts overseeing class action settlements routinely find Helfand’s credibility 

wanting. See, e.g., In re Equifax Customer Data Sec. Breach Litig., No. 17-md-2800-TWT, 

2020 WL 256132, at *42 (N.D. Ga. Mar. 17, 2020) (reciting Helfand’s “history of improper 

conduct in class action litigation”), rev’d in part on other grounds, 999 F.3d 1247 (11th Cir. 

2021); Chambers v. Whirlpool Corp., 214 F. Supp. 3d 877, 890 (C.D. Cal. 2016) (identifying 

Helfand as a ‘serial’ objector[] who [is] well-known for routinely filing meritless objections to 

class action settlements for the improper purpose of extracting a fee rather than to benefit 

the Class”), aff’d in part, vacated in part, and remanded on other grounds, 980 F.3d 645 (9th 

Cir. 2020); Brown v. Hain Celestial Grp., Inc., No. 3:11-cv-03082-LB, 2016 WL 631880, at *9–

10 (N.D. Cal. Feb. 17, 2016) (noting that Helfand is a ‘professional’ objector[]” and that “courts 

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Nevertheless, putting his credibility issues to the side, the Court finds 

Helfand’s argument to be meritless. The Illinois Subclass exists because of BIPA’s 

uniquely comprehensive private right of action. Most of the other state statutes 

Helfand cites do not provide a private cause of action.16 And the only statute in his 

list that does—California’s Consumer Privacy Act (“CCPA”), CAL. CIV. CODE §

1798.140(a)(1)—provides for such actions only in the context of a defendant’s failure 

to prevent data breaches, not for unauthorized collection of personal information. See 

id. (allowing private suits based on “[a] business’s violation of the duty to implement 

and maintain reasonable security procedures and practices . . . to protect [the 

plaintiff’s] personal information.”); McCoy v. Alphabet, Inc., No. 20-cv-05427-SVK, 

2021 WL 405816, at *8 (N.D. Cal. Feb. 2, 2021) (dismissing CCPA claim in case 

involving Google’s alleged use of internal program to collect users’ data without 

authorization because plaintiff did not allege a “security breach”). Accordingly, 

Helfand’s objection is overruled. 

Next, Mark S. contends that Plaintiffs and their counsel do not adequately 

represent the interests of minor class members. In his view, the settlement should 

have contained a subclass for minor class members, because their ability to disaffirm 

the App’s arbitration agreement and terms of service gives them a stronger litigation 

across the country . . . have repeatedly turned aside [his] efforts to upend settlements”).

16 See, e.g., ARK. CODE ANN. §§ 4-110-101, 4-110-108; COLO. REV. STAT. §§ 6-1-713, 713.5; 

MD. COM. LAW § 14-3501 et seq.; N.Y. GEN. BUS. LAW § 899-aa(6); N.Y LAB. LAW § 201-a; TEX.

BUS. & COM. CODE ANN. § 503.001; WASH. REV. CODE § 19.375.010 et seq.

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position when compared to non-minor class members.

But the Court already has rejected this argument in its preliminary approval 

order, see In re TikTok, 565 F. Supp. 3d at 1086, and Mark S. offers no new reason for 

the Court to hold otherwise. First, as the Court has observed, twenty-eight of the 

thirty-five proposed class representatives are minors and, thus, have an interest in 

obtaining the best settlement for themselves and of other minor class members. 

Moreover, their attorneys have participated actively throughout these proceedings, 

including during the various settlement negotiations. To the extent that Mark S. 

worries that the interests of minor class members have not been protected there, such 

worries are baseless. 

What is more, Mark S.’s argument is predicated on the idea that there are 

swaths of absent minor class members who either already have disaffirmed, or are 

willing to disaffirm, the App’s arbitration agreement and terms of service. But this 

would likely require them to stop using the App—which, as Plaintiffs point out, is “a 

big ask given the App’s widespread popularity” with children and teens. Pls.’ Suppl. 

Mem. Further Supp. Mot. Prelim. Approval at 12, (“Pls.’ Suppl. Mem. Supp. Prelim. 

Approval”) ECF No. 137; see, e.g., C.M.D. ex rel. De Young v. Facebook, Inc., 621 F. 

App’x 488, 489 (9th Cir. 2015) (“By continuing to use facebook.com after bringing 

their action, Plaintiffs manifested an intention not to disaffirm the contract.”); Doe 

#1 v. Coll. Bd., 440 F. Supp. 3d 349, 355 (S.D.N.Y. 2020) (“[A]fter disaffirmance a 

minor ‘is not entitled to retain an advantage from a transaction which he repudiates.’” 

(quoting I.C. ex rel. Solovsky v. Delta Galil USA, 135 F. Supp. 3d 196, 208 (S.D.N.Y. 

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2015)); Doe v. Epic Games, Inc., 435 F. Supp. 3d 1024, 1036 (N.D. Cal. 2020) 

(requiring minor to have stopped playing a video game in order to have disaffirmed 

its terms of service). Indeed, as Mark S. himself recognizes, it is unlikely that any 

more than a de minimis number of absent minor class members have exercised, or 

would exercise, their right to disaffirm, rendering any divergence in interests 

between minor and non-minor class members largely speculative and not the sort of 

“fundamental” intra-class conflict fatal to class certification. Cohen v. Brown Univ., 

16 F.4th 935, 945–46 (1st Cir. 2021) (quoting 1 WILLIAM B. RUBENSTEIN, NEWBERG ON 

CLASS ACTIONS § 3:58 (5th ed. 2011)); Abbott v. Lockheed Martin Corp., 725 F.3d 803, 

813 (7th Cir. 2013) (courts should not decline to certify a class because of “the mere 

possibility that a trivial level of intra-class conflict may materialize”); Dewey v. 

Volkswagen Aktiengesellschaft, 681 F.3d 170, 184 (3d Cir. 2012) (collecting cases).

17

Mark S. also argues that a concurrent proceeding, T.K. through Leshore v. 

ByteDance Technology Co., Ltd., No. 19 C 7915, 2022 WL 888943 (N.D. Ill. Mar. 25, 

2022), inhibited Class Counsel’s ability to aggressively advocate for the interests of 

the putative class here. In T.K., the plaintiffs brought a putative nationwide class 

17 Mark S. also claims that Plaintiffs have failed to adequately represent minor class 

members under the age of thirteen because the settlement does not include a provision 

requiring Defendants to comply with COPPA and their consent decree with the FTC that 

requires them to destroy all personal information collected from all minors under the age of 

thirteen (including those who falsely indicated that they were over thirteen when they 

registered for a TikTok account). But Plaintiffs have not brought a COPPA claim here—nor 

could they, given that COPPA has no private right of action. See Hubbard v. Google LLC, 

508 F. Supp. 3d 623, 629 (N.D. Ill. 2020). And, in any event, differences in the relief to which 

class members are entitled are not, standing alone, the sorts of conflicts of interest that raise

adequacy of representation concerns. See Johnson v. Meriter Health Servs. Emp. Ret. Plan, 

702 F.3d 364, 372 (7th Cir. 2009).

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action on behalf of all TikTok users under the age of thirteen and their parents or 

legal guardians for violations of BIPA, among other things. Id. at *1. The case 

eventually concluded with a $1.1 million settlement, but when the T.K. court 

preliminarily approved the settlement, it entered a preliminary injunction that 

prohibited T.K. class members from bringing any new actions asserting a claim they 

had already asserted in T.K. See Order Granting Prelim. Approval ¶ 16, T.K., No. 19 

C 7915 (N.D. Ill. Dec. 19, 2019). According to Mark S., this hindered Class Counsel’s 

ability to effectively represent minors under the age of thirteen in this case. 

But this theory lacks merit for several reasons. First, far from abandoning 

their fiduciary duties to T.K. class members, Plaintiffs negotiated heavily with 

Defendants to ensure that the injunction in T.K. would not, as a practical matter, 

threaten the ability of under-age-13 class members to recover in this case. See, e.g., 

Prelim. Approval Hr’g Tr. at 8:23, In re TikTok (N.D. Ill. Apr. 19, 2021), ECF No. 159. 

In fact, Defendants notified the T.K. court—and Class Counsel here—that they would 

not seek to enforce here the release entered in T.K. Minute Entry, T.K., No. 19 C 

7915 (N.D. Ill. Apr. 28, 2021), ECF No. 68. Thus, Class Counsel was free to ignore 

the T.K. release when negotiating the settlement here.

The third objector, Litteken, argues that Class Counsel—and in particular, CoLead Counsel Katrina Carroll—have maneuvered behind the scenes to secure a 

windfall for the Illinois Subclass at the expense of the Nationwide Class. In various 

filings in this case, Litteken and his counsel have accused Class Counsel of: 

(1) conspiring to exclude competing counsel from participating in the mediation that 

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led to the initial settlement agreement; (2) failing to disclose alleged personal and 

business ties between Carroll and a class representative; and (3) pressuring 

Litteken’s counsel to drop his objection to the settlement. See, e.g., Litteken Obj. at 

10–14, ECF No. 184. Having reviewed Litteken’s submissions, the Court finds that 

they contain little more than conjecture and do not legitimately call into question the

adequacy of Class Counsel’s representation of the class.

Like Helfand, Litteken also contends that the allocation of the settlement fund 

unfairly favors the Illinois Subclass, but this is unfounded for the reasons already 

discussed. Undeterred, Litteken offers two additional observations in this regard, 

but neither helps him. First, Litteken contends that Class Counsel eliminated the 

value of the BIPA claims by allowing Defendants to warrant that they have not 

violated BIPA. Litteken Obj. at 10–11 (citing Settlement Agreement §§ 7.1–7.3). But 

the fact that Defendants do not admit that they violated BIPA does not mean that

the BIPA claim was meritless ex ante. And it is clear that Class Counsel did and will 

continue to do their own homework to extensively investigate the BIPA claim. See, 

e.g., Pls.’ Suppl. Mem. Supp. Prelim. Approval at 13–14; Carroll Decl. ¶¶ 38–39.

Litteken’s bald assertion that these efforts were a ruse intended to cover up Plaintiffs’ 

collusion is sheer speculation.

Second, Litteken points to “new evidence” that TikTok “indeed allows 

ByteDance access to U.S. consumer data.” Objector Dennis Litteken Notice of Suppl. 

Authority at 1, ECF No. 254 (“Notice of Suppl. Authority”). This “new evidence” 

comes from a recent BuzzFeed News investigation that revealed that some ChinaCase: 1:20-cv-04699 Document #: 261 Filed: 07/28/22 Page 29 of 79 PageID #:13095
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based ByteDance employees can use a “backdoor” to access United States App users’ 

data. See Letter from Brendan Carr, Commissioner, FCC, to Tim Cook, CEO, Apple 

Inc., and Sundar Pichai, CEO, Alphabet, Inc., at 1 (June 24, 2022) (citing Emily 

Baker-White, Leaked Audio From 80 Internal TikTok Meetings Shows That US User 

Data Has Been Repeatedly Accessed From China, BUZZFEED NEWS (June 17, 2022, 

12:31 PM), https://www.buzzfeednews.com/article/emilybakerwhite/tiktok-tapes-ususer-data-china-bytedance-access?bfsource=relatedmanual (“Baker-White, Leaked 

Audio”)). In Litteken’s view, the investigation’s findings confirm that Defendants 

agreed to settle this case not because they believed the BIPA claims were meritorious, 

but instead to “keep the focus and discovery away from its provision of sensitive U.S. 

consumer data to the Chinese government.” Notice of Suppl. Authority at 1.

Even assuming that the Court were to take judicial notice of the investigation,

Litteken cites nothing in the record to support his belief that Defendants were 

motivated to enter into the $92 million settlement due to fear that this news would 

become public. Nor does Litteken explain how the information revealed in the 

investigation, if true, increases the value of the non-BIPA claims relative to the BIPA 

claims, when BIPA itself contains a provision prohibiting unauthorized 

dissemination of user data. See 740 Ill. Comp. Stat. 14/15(d).18 Accordingly, the 

Court overrules Litteken’s objections as well.

18 Indeed, according to BuzzFeed, China-based engineers have access to everything 

TikTok collects, which presumably includes any biometric information that TikTok stores. 

See Baker-White, Leaked Audio.

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3. Rule 23(b)(3) Factors

i. Predominance

Rule 23(b)(3) requires that “questions of law or fact common to class members 

predominate over any questions affecting only individual members.” FED. R. CIV. P.

23(b)(3). The predominance inquiry requires the Court to “understand what the 

plaintiffs will need to prove and [to] evaluate the extent to which they can prove their 

case with common evidence.” In re Allstate Corp Sec. Litig., 966 F.3d 595, 603 (7th 

Cir. 2020). That is, “it is the method of determining the answer and not the answer 

itself that drives the predominance consideration.” Gorss Motels, Inc. v. Brigadoon 

Fitness, Inc., 29 F.4th 839, 845 (7th Cir. 2022).

Predominance is readily satisfied here. In this case, class members allege that 

they were all subjected to uniform data- and information-harvesting practices as a 

result of their use of the App. These allegations are readily amenable to generalized 

proof. At trial, Plaintiffs would make their case by presenting evidence of Defendants’ 

data collection practices and measuring those practices against their legal 

obligations. They also would introduce evidence that Defendants affirmatively 

concealed their collection of App users’ personal information and dissemination of the 

same to third parties. And, to the extent that some of Plaintiffs’ state law claims 

require inquiry into their expectations and beliefs concerning Defendants’ handling 

of their data, these claims are judged by an objective, reasonable-person standard

that is resolvable on a class-wide basis. See, e.g., Edwards v. Ford Motor Co., 603 F. 

App’x 538, 541 (9th Cir. 2015) (“[A]n objective ‘reasonable person’ standard under 

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California law [is] an inquiry that is the same for every class member.”); Tait v. BSH 

Home Appliances Corp., 289 F.R.D. 466, 480 (C.D. Cal. 2012) (“Claims under the UCL 

and FAL are ideal for class certification because they will not require the court to 

investigate class members’ individual interaction with the product.” (alterations and 

internal quotation marks omitted)).

To this, Helfand argues that the Illinois Subclass cannot be certified because 

the class definition would require the Court to conduct individualized inquiries into 

whether the class member used the App within the state of Illinois and whether they 

used it to “create videos.” These concerns are overblown. 

By its terms, Rule 23 does not require the complete absence of individualized 

determinations, only that common questions predominate. See FED. R. CIV. P.

23(b)(3) (common questions must “predominate over any questions affecting only 

individual members”). And the core questions at issue (whether Defendants 

systematically harvest user information in violation of privacy laws) could be decided 

through common evidence.

ii. Superiority

To certify the classes under Rule 23(b)(3), the Court also must find that a class 

action is “superior over other available methods for fairly and efficiently adjudicating” 

this case, keeping in mind “the class members’ interests in individually controlling 

the prosecution . . . of separate actions” and “the extent and nature of any litigation 

concerning the controversy already begun.” FED. R. CIV. P. 23(b)(3). 

This requirement also is satisfied. Individual class members would likely have 

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little interest in prosecuting a complex data privacy case against a multinational 

technology company on their own, especially considering the relative sums they could 

expect to recover in damages. See, e.g., 740 Ill. Comp. Stat. 14/20 (providing that 

successful plaintiffs may recover the higher of actual damages or liquidated damages 

of $1,000 for a negligent violation and $5,000 for a willful violation); see also Cal. Pub. 

Emps.’ Ret. Sys. v. ANZ Sec., 137 S. Ct. 2042, 2054 (2017) (“The very premise of class 

actions is that small recoveries do not provide the incentive for any individual to bring 

a solo action prosecuting his or her rights.” (citation omitted)). What is more, by its 

very nature, class certification and settlement of this sprawling MDL will save years 

of costly litigation and appeals. See In re Equifax, 2020 WL 256132, at *14 (finding 

the same with respect to data security MDL with 147 million class members).

For all of these reasons, the Court concludes that Plaintiffs have satisfied their 

burden to show that the proposed classes meet the requirements of Rules 23(a) and 

23(b)(3). Accordingly, the Court certifies the Nationwide Class and Illinois Subclass 

for purposes of the settlement.

B. Rule 23’s Notice Requirement

In order to approve the settlement, the Court must next find that the notice 

program provided to the class “the best notice that is practicable under the 

circumstances, including individual notice to all members who can be identified 

through reasonable effort.” FED. R. CIV. P. 23(c)(2); see also FED. R. CIV. P. 23(e)(1). 

1. Adequacy of Notice 

Neither Rule 23 nor due process requires that every class member actually 

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receives notice. Instead, “notice suffices if it is reasonably calculated to reach the 

absent parties.” 3 WILLIAM B. RUBENSTEIN, NEWBERG ON CLASS ACTIONS § 8:36 (5th 

ed. 2011) (updated 2021). According to the Federal Judicial Center, notice to at least 

seventy percent of the class generally meets this standard. See FED. JUDICIAL CTR.,

JUDGES’ CLASS ACTION NOTICE AND CLAIMS PROCESS CHECKLIST AND PLAIN LANGUAGE 

GUIDE 3 (2010), https://www.fjc.gov/sites/default/files/2012/NotCheck.pdf (last 

accessed May 22, 2022).

Rule 23(c)(2)(B) requires “the best notice that is practicable under the 

circumstances. FED. R. CIV. P. 23(c)(2)(B). And Rule 23(e)(1)(B) requires “notice in a 

reasonable manner to all class members.” FED R. CIV. P. 23(e)(1)(B). The Court finds

that Plaintiffs have satisfied these requirements. 

Angeion has presented evidence that its media notice campaign alone reached 

96.78% of its 34.6 million-member target audience based on a data-driven 

demographic profile of TikTok users. Platt Decl. ¶¶ 13–14, 36. The direct email 

campaign also had tremendous impact, resulting in the delivery of the settlement 

notice to over 56 million email addresses, which were validated and “de-duped” to 

ensure that each address corresponded to a different individual App user. Platt Decl. 

¶ 10. Even assuming a degree of crossover between the recipients of direct email 

notice and the target audience of the media notice campaign, the combination of these 

traditional notice methods clears the Federal Judicial Center’s seventy-percent 

threshold.

In addition, TikTok sent the following in-App notice to the “inboxes” of all 

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United States-based TikTok accounts:19

Platt Suppl. Decl. Ex. A, ECF No. 241; see id. ¶¶ 3–4. This message was sent to every 

TikTok account “having certain data corresponding to a United States location in the 

same manner that TikTok would distribute other TikTok-originated in-app 

notifications using the Inbox feature.” Id. ¶ 3. Although there is no data as to 

precisely how many App users actually saw the notification, the number is likely 

quite high, given that a typical TikTok user would regularly check the App’s inbox, 

which provides notifications for other in-App occurrences such as comments, likes, 

new followers, and direct messages. See Notifications, TIKTOK,

https://support.tiktok.com/en/using-tiktok/messaging-and-notifications/notifications

(last accessed June 1, 2022). And this method of providing notice within the 

application environment has been favorably adopted by other courts. See In re 

19 This does not include TikTok users under the age of thirteen, who participate in the 

special program “TikTok for Younger Users,” which does not have an inbox feature. See supra

note 11.

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Facebook, 522 F. Supp. 3d 617, 624 (N.D. Cal. 2021) (approving notice plan that 

caused notifications to be sent to Illinois-based Facebook users through the Facebook 

platform, where class was comprised of people who had used Facebook in Illinois); see 

also Lane v. Facebook, Inc., No. C 08–3845 RS, 2010 WL 9013059, at *1 (N.D. Cal. 

Mar. 17, 2010), aff’d, 696 F.3d 811 (9th Cir. 2012) (approving notice plan that 

included platform notifications to Facebook users). 

2. Objections to Notice Program

Mark S. objects to the notice program, contending that the target audience of 

the media notice campaign, which had a median age of 33.7, was too old. In support, 

he cites statistics showing that over half of TikTok users are between ten and twentynine years old. But as Plaintiffs point out, the notice plan was intended to give notice 

to the parents of many younger TikTok users, rather than the younger users 

themselves. This was a reasonable choice, given that parents are more likely than 

their children to understand their child’s rights as a class member and file a claim on 

their child’s behalf. Cf. FED. R. CIV. P. 23(c)(2)(B) (stating the detailed information 

that must be provided in a notice of class certification). And, even assuming for the 

sake of argument that the media notice campaign was in some way deficient, the 

combination of direct email notice and in-App notice more than satisfies Rule 23’s

requirements.

Taking a different tack, Litteken challenges the direct email notice campaign. 

In his view, Plaintiffs should have asked the Court to subpoena “app platform 

providers” for lists of the email addresses of every person who has downloaded the 

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App. Litteken Obj. at 9. Litteken argues that their failure to do so resulted in a 

claims rate “far below the double-digit participation rate[]” that he believes should 

have resulted here. Litteken Resp. at 1, ECF No. 212. 

As an initial matter, Litteken’s proposal would have entailed additional costs 

to the class and created a risk of costly and distracting satellite litigation, if the 

subpoenas were contested. Furthermore, Litteken’s assumption that his proposal 

would have increased the claims rate has no support in the record. Indeed, there may 

be “any number of reasons” why class members who receive notice do not file claims, 

and a low claims rate is not “necessarily indicative of a deficient notice plan.” Pollard 

v. Remington Arms Co., LLC, 896 F.3d 900, 906 (8th Cir. 2018) (rejecting objectors’ 

argument that a 0.29% claims rate was evidence of insufficient notice). And the 

average claims rate for class sizes over 2.7 million is about 1.4%. See In re TikTok, 

565 F. Supp. 3d at 1090 n.6 (citing 2d Expert Decl. Prof. William B. Rubenstein ¶ 5, 

In re Facebook, No. 15-cv-3747–JD (N.D. Cal.), ECF No. 517-2). 

Next, Mark S., Litteken, and Helfand all argue that the notice program

violates Rule 23 because the deadline for a class member to object to the motion for 

final approval (January 31, 2022) preceded the deadline for Class Counsel to file their 

petition for attorneys’ fees, (March 31, 2022). Citing Redman v. RadioShack Corp., 

the objectors contend that scheduling the objection deadline prior to the fee petition

deadline contravened Rule 23(h)(2), which provides that class members must have 

an opportunity to object to the fee petition. See 768 F.3d 622, 637–38 (7th Cir. 2014)

(citing FED. R. CIV. P. 23(h)).

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Redman involved a class settlement of claims under the Fair and Accurate 

Credit Transactions Act, 15 U.S.C. § 1681(g). 768 F.3d at 627. In response to 

plaintiffs’ motion for final approval of the settlement, multiple objectors argued before 

the district court that they were prevented from meaningfully objecting to the 

plaintiffs’ attorneys’ fee petition because the deadline to file objections to the 

settlement and the fee petition came before the fee petition was due. See Redman v. 

RadioShack Corp., No. 11 C 6741, 2014 WL 497438, at *11 (N.D. Ill. Feb. 7, 2014), 

rev’d, 768 F.3d 622. The district court overruled the objections because the notice to 

class members included a disclosure of the amount the attorneys were seeking in fees. 

Id. Because the objectors knew the total amount that plaintiffs’ attorneys would seek 

in fees, the district court concluded that class members were not prejudiced by the 

schedule. Id. at *12.

The Seventh Circuit reversed. It held that the schedule violated Rule 23(h)

because setting the objection deadline before the fee petition deadline “handicapped” 

class members’ ability to object to the petition. See Redman, 768 F.3d at 637–38.

Although they knew the total amount the attorneys would seek in fees, they did not 

have the information they needed to object in a meaningful manner, including the 

breakdown of the attorneys’ hours and expenses, and the attorneys’ arguments in 

support of their fee petition. Id. at 638.

This case is readily distinguishable. In Redman, the objectors were not 

provided any opportunity to respond to the petition for attorneys’ fees after it was 

filed. The deadline to object to the settlement and the deadline to object to the motion 

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for attorneys’ fees were one and the same and preceded the deadline for plaintiffs’ fee 

petition. Redman, 768 F.3d at 637; see generally Prelim. Approval Order, Redman, 

No. 11 C 6741 (N.D. Ill. May 29, 2013), ECF No. 101. Here, the scheduling order 

provided class members and interested parties the opportunity to object to the fee 

petition by providing them an opportunity to respond to the fee petition on April 14, 

2022—two weeks after the fee petition was due. See 10/1/21 Order ¶ 25. Accordingly, 

not only was the class aware in November 2021 that Plaintiffs’ counsel intended to 

seek up to one-third of the settlement fund in fees, Mot. Prelim. Approval Ex. D, 

Settlement Notice ¶ 15, ECF No. 122-4, but class members had two weeks to analyze 

the petition after it was filed and submit a response. 

The objectors acknowledge this, but still claim it is not enough. As they see it, 

an individual, who did not submit an objection in January but wanted to file an 

objection to the fee petition in April, was precluded from doing so by the schedule. 

But there are two problems with this argument. First, nowhere in the preliminary 

approval order or the Settlement Agreement does it say that a class member cannot 

respond to the fee petition if she did not submit an objection by January 31. And, 

reading the Court’s 10/1/21 Order in its entirety, a class member would have 

reasonably understood the opposite.20 Second, under the current schedule, a class 

20 The objectors also argue that, even if class members were given an opportunity to 

respond, they were nevertheless “handicapped” in exercising that right because only the 

objection deadline, and not the deadline for responses to the fee petition, appeared on the 

settlement notice. But Rule 23 does not require the settlement notice to contain every last 

bit of information necessary to file an objection. See FED. R. CIV. P. 23(c)(2)(b), 23(e)(1)(B);

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member concerned about the amount of requested fees could have filed a general 

objection before January 31 and a more complete response after the actual fee petition

was filed. And indeed, consistent with this understanding, a number of class 

members (including all of the objectors) did exactly that.21 

Based upon this record, the Court finds that the schedule proposed by 

Plaintiffs and approved by the Court, while not a model of clarity, provided class 

members with sufficient notice of the request for fees and sufficient time to respond 

to the “specifics” of the fee petition as Rule 23(h) and due process require. See FED.

R. CIV. P. 23 advisory committee’s note to 2003 amendment (stating that “the court 

should provide sufficient time . . . to enable potential objectors to examine the 

motion”); Mullane v. Cent. Hanover Bank & Tr. Co., 339 U.S. 306, 314 (1950) 

(constitutional due process requires “notice, reasonably calculated, under all the 

circumstances, to apprise interested parties of the pendency of the action and afford 

them an opportunity to present their objections”); Cassese v. Williams, 503 F. App’x 

Kaufman v. Am. Exp. Travel Related Servs. Co., 283 F.R.D. 404, 406 (N.D. Ill. 2012) (noting 

that the trial court has “nearly complete discretion to determine the form and content of 

notice to class members” and collecting cases); 3 RUBENSTEIN § 8:17 (same). And class 

members had clear notice of the separate response due date both from the 10/1/21 Order and 

the settlement website. See Platt Decl. ¶ 11; id. Ex. B, Settlement Notice, passim.

21 For example, objector Jennifer Cochran filed a “conditional objection” to the fee 

petition on January 25, 2022, in which she noted that her counsel advised her that the 

Plaintiffs’ anticipated request for one-third of the settlement fund in fees may be grounds for 

an objection. 1st Cochran Obj. at 1, ECF No. 186. Twelve days after Plaintiffs filed their 

motion for attorneys’ fees, Cochran filed her actual “objection” to the motion, which engaged 

in some detail with the arguments in Plaintiffs’ motion. See 2d Cochran Obj., ECF No. 207. 

Plaintiffs accepted that objection and responded to it in their reply brief in support of the 

motion.

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55, 57–58 (2d Cir. 2012) (holding that notice of attorneys’ fee motion was reasonable 

under the circumstances where, although objection deadline came before deadline for 

fee motion, class members who had filed objections “had two weeks to crystallize their 

objections and request further information,” id. at 58), cert. denied sub nom. Komar 

v. Cassese, 569 U.S. 958 (2013).

3. Motion To Accept Opt-Outs

The last issue bearing on the notice and claims submission process concerns a 

group of 851 individuals who move the Court to honor their requests for exclusion

from the settlement (“Opt-Out Movants”). Rather than individually submitting their 

opt-out forms, these movants retained counsel who combined the opt-out forms and 

submitted them en masse. See Hart Decl. ¶¶ 6–11, ECF No. 207-1; Swigart Decl. ¶¶ 

6–10, ECF No. 207-2; Kind Decl. ¶¶ 39–43, ECF No. 207-3. As a result, Angeion 

refused to accept the opt-out requests on the grounds that they were “mass opt-outs,”

which the preliminary approval order prohibited. Platt Decl. ¶ 40.

Opting out of a class action settlement is an “individual right” that “must be 

exercised individually” in order to protect the due process rights of class members. 

In re Diet Drugs, 282 F.3d at 241. As a result, courts routinely require class members 

to fill out and sign individually a hardcopy opt-out form in order to be excluded from 

a settlement and prohibit so-called “mass opt-outs,” where an attorney or law firm 

files a single, unsigned opt-out form on behalf of a large group of class members. See 

id.; In re Deepwater Horizon, 819 F.3d at 197; see also In re TikTok, 565 F. Supp. 3d 

at 1093 (collecting cases).

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For these reasons, the preliminary approval order required prospective optouts to individually fill out an opt-out form that set forth:

(i) the name of the Action; 

(ii) the person’s or entity’s full name, address, 

email address and telephone number; 

(iii) a specific statement of the person’s or entity’s 

intention to be excluded from the Settlement;

(iv) the identity of the person’s or entity’s counsel, 

if represented; and 

(v) the person’s or entity’s authorized 

representative’s signature and the date on 

which the request was signed.

10/1/21 Order ¶ 10; see Settlement Notice ¶ 10.

The Opt-Out Movants have satisfied these requirements. Each completed a 

form that listed the name of the case, the individual’s personal information, a 

statement of the individual’s desire to be excluded in order to retain a right to file an 

individual lawsuit against TikTok, an identification of their counsel, and an esignature and corresponding timestamp. The fact that they were signed 

electronically is of no moment, because their counsel provided evidence under seal 

documenting that each e-signature came from a separate, unique IP address.

The “mass-opt outs” prohibited in the preliminary approval order are very 

different from the opt-outs at issue here. Two objectors to preliminary approval, 

Behnken and Dugas, sought to “opt out en masse by means of a single unsigned, 

electronic filing from their lawyers.” In re TikTok, 565 F. Supp. 3d at 1092. The 

Court found that permitting lawyers to submit mass opt-outs on behalf of their clients 

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without proof of individualized consent from every client would risk violating the due 

process rights of individual class members, who must be afforded the opportunity to 

personally decide whether to participate in the settlement. Id. at 1093 (citing In re 

Centurylink Sales Pracs. and Sec. Litig., No. C 17-2832, 2020 WL 3512807, at *3–4 

(D. Minn. June 29, 2020)); see also In re Syngenta AG MIR162 Corn Litig., MDL No. 

2591, 2016 WL 11782482, at *1 (D. Kan. Nov. 23, 2016) (an individual signature 

requirement “ensure[s] that those who actually may possess a potential claim are in

fact the decision makers”).

By contrast, the Opt-Out Movants have individually filled out forms that 

comply with the preliminary approval order’s requirements. These forms bear the

Opt-Out Movants’ e-signatures, which are the legal equivalents of their handwritten 

signatures. See, e.g., 15 U.S.C. § 7001(a)(1) (providing that in the commercial context, 

“a signature, contract, or other record relating to [a] transaction may not be denied 

legal effect, validity, or enforceability solely because it is in electronic form”). And 

their counsel have authenticated the signatures by providing documentation 

verifying that the signatures come from different individual IP addresses. See FED.

R. EVID. 901(a) (“To satisfy the requirement of authenticating or identifying an item 

of evidence, the proponent must produce evidence sufficient to support a finding that 

the item is what the proponent claims it is.”).

22 

22 TikTok also argues that counsel for the Opt-Out Movants improperly “solicited” optouts using deceptive advertising. But neither the Settlement Notice nor the Settlement 

Agreement makes any reference to prohibiting solicitation of opt-outs. And even if the Court 

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Accordingly, the Court concludes that Angeion erred in determining that the 

Opt-Out Movants’ submissions violated the Settlement Agreement’s prohibition on 

“mass opt-outs.” The Court orders Angeion to accept the 851 opt-out requests, subject 

to a determination that they meet the remaining opt-out criteria.

C. Rule 23(e)’s Fairness Inquiry

1. Legal Standard

The Court now turns to the adequacy of the settlement itself. Before approving

the settlement, the Court must find that the terms are fair, reasonable, and adequate

in light of numerous factors, including: “(1) the strength of the case for plaintiffs on 

the merits, balanced against the extent of [the] settlement offer; (2) the complexity, 

length, and expense of further litigation; (3) the amount of opposition to the 

settlement; (4) the reaction of members of the class to the settlement; (5) the opinion 

of competent counsel; and (6) [the] stage of the proceedings and the amount of 

discovery completed.” Wong, 773 F.3d at 863; see FED. R. CIV. P. 23(e)(2) (listing 

factors).23 This analysis does not “focus on individual components of the settlement, 

were to follow the cases TikTok cites and read a ban on solicitation into the agreement, 

TikTok has not provided any evidence that these advertisements actually caused confusion 

among class members. Cf., e.g., Hr’g Tr. at 3:2–6:11, In re Facebook, No. 15-cv-3747–JD (N.D. 

Cal. Sept. 22, 2020), ECF No. 486 (describing evidence of widespread consumer confusion in 

connection with misleading opt-out communication).

23 Congress amended Rule 23 in 2018 to add a list of concerns that courts should consider 

when deciding whether to approve a class action settlement. FED. R. CIV. P. 23(e)(2), advisory 

committee note to 2018 amendment; see FED. R. CIV. P. 23(e)(2)(A)–(D). But Congress stated 

that these factors were not intended to “displace” any of the tests devised by the courts of 

appeals. FED. R. CIV. P. 23(e)(2), advisory committee note to 2018 amendment. Therefore, 

the Court applies the factors as stated in Wong, with a “focus” on the “core concerns” 

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but rather views it in its entirety in evaluating its fairness.” Isby v. Bayh, 75 F.3d 

1191, 1199 (7th Cir. 1996) (cleaned up).

In conducting the fairness inquiry, the Court “consider[s] the facts in the light 

most favorable to the settlement.” Id. (internal quotation marks omitted). But at the 

same time, it is mindful that, when sizeable class action settlements are concerned, 

the parties may have incentives to “sell out the class” by accepting a “deal that 

promotes the self-interest of both class counsel and the defendant[s]” at class 

members’ expense. Eubank v. Pella Corp., 753 F.3d 718, 720 (7th Cir. 2014). As a 

result, the Court must act akin to “a fiduciary of the class, who is subject therefore to 

the high duty of care that the law requires of fiduciaries.” Pearson v. NBTY, Inc., 772 

F.3d 778, 780 (7th Cir. 2014) (internal quotation marks omitted).

2. Strength of Plaintiffs’ Case And Value of the Settlement

The first and “most important” factor in the fairness inquiry asks the Court to 

balance the strength of the merits of Plaintiffs’ case against the value that they will 

receive from the settlement. Wong, 773 F.3d at 864. Twenty years ago, in Reynolds 

v. Beneficial National Bank, the Seventh Circuit advised that, in making this inquiry, 

district courts should “quantify the net expected value of continued litigation” by 

“estimating the range of possible outcomes and ascribing a probability to each point 

on the range.” 288 F.3d 277, 284–85 (7th Cir. 2002) (Posner, J.). The Reynolds court 

expressed in the amended Rule. Id. Indeed, the enumerated factors in Rule 23(e)(2) are 

discussed throughout this opinion. That said, to the extent necessary, the Court expressly 

finds that the settlement is fair, reasonable, and adequate under the factors set forth in Rule 

23(e)(2).

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noted that quantitative analysis was important because of the “suspicious 

circumstances” surrounding the settlement in that case, where the history of the 

parties’ settlement negotiations suggested that the settlement may have been the 

product of collusion rather than good-faith negotiation. Id. at 284; see id. at 280–82.

More recently, the Seventh Circuit has endorsed a less formulaic scrutiny of 

class action settlements when indicia of trustworthiness—third-party mediation, 

extensive confirmatory discovery, and hard-fought, arm’s-length negotiation—work 

against any suggestion of impropriety. See Kaufman, 877 F.3d at 285; Wong, 773 

F.3d at 864; see also In re Nat’l Collegiate Athletic Ass’n Student-Athlete Concussion 

Inj. Litig., 332 F.R.D. 202, 218–19 (N.D. Ill. 2019) (approving class action settlement 

without quantifying net expected value where parties had reached settlement terms 

after prolonged, arms-length mediation sessions and extensive discovery), aff’d sub 

nom. Walker v. Nat’l Collegiate Athletic Ass’n, No. 19-2638, 2019 WL 8058082 (7th 

Cir. Oct. 25, 2019).

The history of this case shows a vigorously negotiated settlement reached in 

good faith. As recounted above, the settlement was the product of months of armslength negotiation punctuated by two mediation sessions led by a well-respected 

former federal judge. It was refined through further negotiation by a Court-appointed

leadership group, whose members had different views as to what constituted a 

favorable settlement. Additionally, the parties have conducted substantial 

confirmatory discovery, including a detailed expert analysis of TikTok’s source code. 

And Defendants have raised a vigorous factual and legal defense and continue to 

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dispute liability for every claim.

Given these indicia of an arm’s length adversarial process, the Court finds it 

unnecessary to “undertake the type of mechanical mathematic valuation exercise” 

that Reynolds endorsed.

24 In re TikTok, 565 F. Supp. 3d at 1088. This, however, does 

not mean that the Court will simply rubberstamp the settlement. Rather, the Court 

still must consider carefully the benefits of the monetary and injunctive relief to the 

classes against the risks and potential benefits of potential future litigation. See 

Kaufman, 877 F.3d at 285. 

The Settlement Agreement provides the classes with two substantial benefits. 

First is the $92 million settlement fund, which will provide immediate monetary 

relief to class members. Based on Plaintiffs’ estimates, each Nationwide Class 

member who submitted a valid claim will receive $27.19, and each Illinois Subclass 

member who submitted a valid claim will receive $163.13; both are nontrivial 

amounts.

Not only are these sums meaningful in their own right, but they also compare 

favorably to the monetary relief provided in other data privacy class settlements. See, 

e.g., Fraley v. Facebook, Inc., 966 F. Supp. 2d 939, 944 (N.D. Cal. 2013) ($15 per claim 

in case alleging misappropriation of users’ likenesses), aff’d sub nom. Fraley v. 

24 Mark S. again contends that the settlement is the product of a “reverse auction,” 

alleging that Defendants hand-selected certain attorneys to participate in the first round of 

mediation. But the Court is satisfied that the subsequent months of renegotiation led by the 

Court-appointed Class Counsel, which resulted in substantial revisions to the final 

settlement, sufficiently addressed any such concerns. 

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Batman, 638 F. App’x 594 (9th Cir. 2016); In re Vizio, Inc., Consumer Priv. Litig., No. 

8:16-ml-02693-JLS, 2019 WL 12966638, at *4 (C.D. Cal. July 31, 2019) (VPPA 

settlement providing $16.50 per claim). Indeed, many privacy class actions award 

only cy pres relief. See In re Google Inc. Street View Elec. Commc’ns Litig., 21 F.4th 

1102, 1113–14 (9th Cir. 2021) (collecting cases).

Along with the monetary relief, class members also receive wide-ranging 

injunctive relief that prohibits Defendants from collecting and transferring their data 

without their express consent. The Settlement Agreement also requires TikTok to 

delete all pre-uploaded content contained in its servers and refrain from collecting 

such content in the future without prior user consent. Furthermore, TikTok must 

implement a privacy compliance and training program for all of its employees, and 

its compliance with the program will be verified a third-party auditor for the first 

three years after the settlement is finalized. These injunctive remedies confer 

substantial benefits to the class. See In re Equifax, 2020 WL 256132, at *38 (holding 

that injunctive relief imposing data privacy compliance and monitoring requirements 

on defendants was of great value to the class).

With these benefits in mind, the Court must weigh them against “the 

probabilities and possibilities of victory or defeat” if litigation were to continue. See 

Dorvit ex rel. Power Sols. Int’l, Inc. v. Winemaster, 950 F.3d 984, 988 (7th Cir. 2020) 

(quoting United Founders’ Life Ins. Co. v. Consumers Nat’l Life Ins. Co., 447 F.2d 647, 

655 (7th Cir. 1971)). Here, the significant litigation risks Plaintiffs would face if the

cases were to proceed weigh heavily in favor of approving the settlement.

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Foremost of these are the class action waivers and mandatory individual 

arbitration clauses contained in TikTok’s terms of service,

25 to which every class 

member agreed when they signed up for a TikTok account. All parties concur that, if 

Defendants were able to enforce these clauses, Plaintiffs’ claims would be essentially 

worthless due to the prohibitive time and expense that individual arbitration would 

impose upon each individual user. For example, a claimant would need to shoulder 

the cost of retaining an expert to prove that the App illegally expropriated their 

personal information. See Kaufman, 877 F.3d at 285; Am. Exp. Co. v. Italian Colors 

Rest., 570 U.S. 228, 245 (2013) (Kagan, J., dissenting) (“No rational actor would bring 

a claim worth tens of thousands of dollars if doing so meant incurring costs in the 

hundreds of thousands.”).

Indeed, if Defendants were to bring a motion to compel arbitration against each 

Plaintiff, she would face an uphill battle. See, e.g., Meyer v. Uber Techs., Inc., 868 

F.3d 66, 75 (2d Cir. 2017) (“Courts routinely uphold [such] agreements for the 

25 Specifically, the terms of service provide that:

Any Claim must be brought in the respective party’s individual 

capacity, and not as a plaintiff or class member in any purported 

class, collective, representative, multiple plaintiff, or similar 

proceeding (“Class Action”). The parties expressly waive any 

ability to maintain any Class Action in any forum. . . . The 

parties understand that any right to litigate in court, to have a 

judge or jury decide their case, or to be a party to a class or 

representative action, is waived, and that any claims must be 

decided individually, through arbitration.

Terms of Service, TIKTOK, https://www.tiktok.com/legal/terms-of-service?lang=en, (last 

visited May 24, 2022). 

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principal reason that the user has affirmatively assented to the terms of agreement 

by clicking ‘I agree.’”); Wilcosky v. Amazon.com, Inc., 517 F. Supp. 3d 751, 765–66 

(N.D. Ill. 2021); Peter v. DoorDash, Inc., 445 F. Supp. 3d 580, 587 (N.D. Cal. 2020); 

Applebaum v. Lyft, Inc., 263 F. Supp. 3d 454, 469–70 (S.D.N.Y. 2017); In re Facebook, 

185 F. Supp. 3d at 1166–67; Miracle-Pond v. Shutterfly, Inc., No. 19-CV-04722, 2020 

WL 2513099, at *6–7 (N.D. Ill. May 15, 2020). 

Plaintiffs’ assent to the App’s terms of service creates another set of problems

for them. Some of Plaintiffs’ claims require them to prove that Defendants accessed 

their information “without authorization.” 18 U.S.C. § 1030(a)(2) (CFAA); see also, 

e.g., CAL. PENAL CODE § 502(c)(2) (CCDAFA) (imposing liability on one who 

“[k]nowingly accesses and without permission takes, copies, or makes use of any 

data”). The FAL and UCL claims require actual reliance on misrepresentations or 

nondisclosures. See Williams v. Apple, Inc., 449 F. Supp. 3d 892, 912 (N.D. Cal. 2020). 

The California right-to-privacy claims require an unwelcome “intrusion” into their 

private lives so serious “as to constitute an egregious breach of . . . social norms.” 

Hernandez v. Hillsides, Inc., 211 P.3d 1063, 1072 (Cal. 2009) (quoting Hill v. Nat’l 

Collegiate Athletic Ass’n, 865 P.3d 633, 655 (Cal. 1994)). And the unjust enrichment 

claims ask whether Defendants unfairly possess data to which they are not entitled. 

See Epic Games, Inc. v. Apple Inc., 559 F. Supp. 3d 898, 1065 (N.D. Cal. 2020). All of 

these claims could be undermined by the App’s terms of service and privacy policy, 

which disclose the ways in which Defendants collect, use, and share data and 

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information submitted by App users.

26

Defendants also could argue that Plaintiffs lack Article III standing to bring 

some of their claims, given that a “bare procedural violation” of a federal statute, 

without more, does not confer standing. TransUnion LLC v. Ramirez, 141 S. Ct. 2190, 

2213 (2021) (quoting Spokeo, Inc. v. Robins, 578 U.S. 330, 341 (2016)); see, e.g., 

Thornley v. Clearview AI, Inc., 984 F.3d 1241, 1248 (7th Cir. 2021) (holding that 

plaintiffs’ claims that Defendants violated BIPA by selling their data to third parties, 

without more, did not constitute Article III injury in fact).

Proving damages would present another set of hurdles. For example, courts 

typically hold that the unauthorized collection and transmission of a plaintiff’s 

personal information, without more, does not constitute “economic damages” under 

the CFAA. See, e.g., Andrews v. Sirius XM Radio Inc., 932 F.3d 1253, 1262–63 (9th 

Cir. 2019) (the CFAA’s “narrow conception of loss,” id. at 1262, does not include 

expropriation of personal information); In re iPhone Application Litig., 844 F. Supp. 

2d 1040, 1069 (N.D. Cal. 2012) (Koh, J.) (collecting cases). And, although VPPA 

provides for statutory damages, in practice, many VPPA cases end up settling, often 

for a smaller recovery than Plaintiffs will receive here. See, e.g., In re Vizio, 2019 WL 

26 See, e.g., Privacy Policy, TIKTOK (June 2, 2021), https://www.tiktok.com/legal/privacypolicy-us?lang=en (stating that TikTok and its affiliates “automatically collect certain 

information from you when you use the [App], including internet or other network activity 

information such as your IP address, geolocation-related data . . . unique device identifiers, 

browsing and search history (including content you have viewed in the [App]), and Cookies”); 

id. (explaining how Defendants “share the categories of personal information listed above” 

with third parties).

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12966638, at *4 (VPPA settlement resulting in $16.50 award per claimant after two 

motions to dismiss); In re Netflix Priv. Litig., No. 11 C 379, 2013 WL 1120801, at *1–

2 (N.D. Cal. Mar. 18, 2013) (cy pres-only relief that would have provided $0.14 per 

class member). Consumer class action settlements under BIPA also typically provide 

only relatively modest relief. See, e.g., Prelipceanu v. Jumio Corp., No. 2018 CH 

15883 (Cir. Ct. Cook Cnty. July 21, 2020) ($41.17 per claimant).

In light of the foregoing, the objectors’ contentions that the Settlement

Agreement provides inadequate value to class members are unpersuasive. Litteken, 

in particular, argues that the settlement compares unfavorably to other large data 

privacy class settlements, contrasting the monetary relief in this case with the $93.14 

per-class-member settlement in In re Facebook, 522 F. Supp. 3d 617. There, Facebook 

agreed to pay $650 million to settle BIPA claims of Illinois residents whose facial 

recognition information Facebook had surreptitiously collected. Id. at 620–21. But 

that case featured none of the aforementioned obstacles that Plaintiffs face here, and 

had other distinguishing factors. 

For example, In re Facebook settled on the eve of trial, after plaintiffs had 

survived multiple motions to dismiss and motions for summary judgment and had 

won a hotly contested motion for class certification in the district court and on appeal. 

See id. at 621; see also, e.g., 326 F.R.D. 535, 540 (N.D. Cal. 2018), aff’d sub nom. Patel 

v. Facebook, Inc., 932 F.3d 1264 (9th Cir. 2019). Unlike in this case, where 

Defendants categorically deny that they collected facial recognition data without 

authorization, see, e.g., Defs.’ Suppl. Answers at 7, ECF No. 139, Facebook admitted 

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that it had used “tagging” software to collect facial recognition information from 

Facebook users in Illinois, while denying that this conduct violated BIPA. See In re 

Facebook, 2018 WL 2197546, at *2. For these reasons, the Court finds that In re 

Facebook is “a poor comparator” to judge the value of the settlement in this case. In 

re TikTok, 565 F. Supp. 3d at 1090.

27 

For all of these reasons, the Court overrules Mark S.’s and Litteken’s objections 

to the value of the settlement to the class and finds that the relief the Settlement 

Agreement provides is substantial when considered against the risks and potential 

pitfalls of Plaintiffs’ case.

3. Other Settlement Factors

The remaining settlement factors also support a finding that the settlement is 

fair, reasonable, and adequate.

Given the nature of the claims and number of putative class members, the 

complexity, length, and expense of future litigation in this case would be enormous. 

See Wong, 773 F.3d at 863. Proceeding to trial would take years of motion practice

and extensive fact and expert discovery, assuming Plaintiffs could survive motions to 

compel arbitration and to dismiss. Moreover, because this is an MDL, once the Court 

is finished with pretrial proceedings, the individual cases must return to the 

transferor courts for trial preparation and trial, which would consume inordinate 

27 On a related note, objector Mark S. argues that the “net expected value” of the 

litigation to the class is more than ten times the size of the settlement fund. But for much of 

the reasons already discussed, the Court finds this unpersuasive. 

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judicial resources. See Lexecon Inc. v. Milberg Weiss Bershad Hynes & Lerach, 523 

U.S. 23, 34–35 (1998). 

The relative dearth of opposition to the settlement and the reaction of class 

members weighs in favor of approval as well. See id. With over 1.2 million claims 

filed and a class that includes approximately one in four Americans, only four class 

members have filed objections to the settlement, and only 4,068 have requested to be 

excluded. This level of opposition is remarkably low, especially for a widely publicized 

consumer class action concerning a popular social media platform. Cf., e.g., Kolinek 

v. Walgreen Co., 311 F.R.D. 483, 495 (N.D. Ill. 2015) (finding that, in case with a class 

size of 10 million, the fact that only twenty class members filed objections supported 

reasonableness of settlement, and collecting cases); In re Equifax, 2020 WL 256132, 

at *10 (referring to 388 objectors as a “miniscule number” in an MDL with a class size 

of 147 million and 15 million claims). Furthermore, two of the objectors are “serial” 

objectors who “have unsuccessfully asserted the same or similar objections in other 

class action settlements.” In re Equifax, 2020 WL 256132, at *41 (referring to a group 

of objectors including Helfand); see also 1st Cochran Obj. at 3.

Additionally, the opinion of competent class counsel supports approval of the 

proposed settlement. See Wong, 773 F.3d at 863; see also Jones v. Singing River 

Health Servs. Found., 865 F.3d 285, 300 (5th Cir. 2017), cert. denied, 138 S. Ct. 1000 

(2018). Here, the Court hand-picked a diverse group of highly qualified attorneys to 

represent the class, including attorneys who were not part of the pre-MDL settlement 

negotiations and who had voiced concerns regarding various aspects of the original 

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terms. The Court’s intent was to force Plaintiffs’ counsel who disagreed with one 

another to work together, and after going back to the drawing board, all three

members of Plaintiffs’ Co-Lead Counsel now attest that the settlement is fair, 

reasonable, and adequate.28 See Carroll Decl. ¶ 41; Rhow Decl. ¶ 23; Fegan Decl. ¶ 

26, ECF No. 122-7. So too has Judge Phillips, a highly respected mediator. See 

Phillips Decl. ¶ 12, ECF No. 122-9.

The last factor—“the stage of the proceedings and the amount of discovery 

completed”—asks “how fully the district court and counsel [were] able to evaluate the 

merits of plaintiffs’ claims” before reaching the settlement. In re AT&T Mobility 

Wireless Data Servs. Sales Litig., 270 F.R.D. 330, 350 (N.D. Ill. 2010) (quoting 

Armstrong v. Bd. of Sch. Dirs. of City of Milwaukee, 616 F.2d 305, 325 (7th Cir. 1980)). 

Although the settlement was reached at an early stage of litigation, Class Counsel 

conducted voluminous confirmatory discovery between the initial signing of the 

Settlement Agreement and Plaintiffs’ motion for preliminary approval. Most notably, 

Plaintiffs retained a programming expert to conduct a two-week-long, in-person 

inspection of TikTok’s source code, which gave Plaintiffs a more comprehensive

understanding of the App’s technology and served as a launchpad for further 

discovery. Carroll Decl. ¶¶ 29–39; see id. Ex. A, Zeidman Curriculum Vitae. This 

confirmatory discovery provided the parties with enough information to make an 

28 It is also worth noting that Defendants’ counsel appears to view the settlement as a 

boon for the class. See, e.g., Defs.’ Suppl. Answers at 6–7; Final Approval Hr’g Tr. at 43:9–

11, In re TikTok (N.D. Ill. May 18, 2022), ECF No. 247. 

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informed decision about settlement. See Does 1–2 v. Déjà Vu Servs., Inc., 925 F.3d 

886, 898–99 (6th Cir. 2019) (“[C]ourts have held that settlements are permissible 

where, ‘notwithstanding the status of discovery, plaintiffs’ negotiators had access to 

a plethora of information regarding the facts of their case.’” (quoting In re Corrugated 

Container Antitrust Litig., 643 F.2d 195, 211 (5th Cir. 1981)); Cottle v. Plaid Inc., 340 

F.R.D. 356, 376 (N.D. Cal. 2021).

For the above reasons, the Court finds that the proposed settlement is fair, 

reasonable, and adequate pursuant to the standards set forth in Rule 23(e). And, 

with all three prerequisites—class certification, notice, and fairness—now satisfied, 

the Court grants Plaintiffs’ motion for final approval of the class settlement.

D. Attorneys’ Fees and Service Awards

1. Legal Standard

One final issue remains—the compensation due to the attorneys, class 

representatives, and objectors. Rule 23(h) permits a district court to award 

reasonable attorneys’ fees “that are authorized by law or by the parties’ agreement.”

FED. R. CIV. P. 23(h). But in doing so, courts must be aware of the potential conflict 

of interest between class counsel and the class that arises when class counsel asks 

for fees to be paid out of a common fund, because every dollar the attorneys receive 

is a dollar that the class does not. Redman, 768 F.3d at 629, 633 (courts must “bear[] 

in mind that the higher the fees the less compensation will be received by the class 

members”).

When evaluating the reasonableness of a request for attorneys’ fees, the 

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Seventh Circuit has stated that the district court must “compare attorney fees to what 

is actually recovered by the class,” In re Sears, Roebuck & Co. Front-Loading Washer 

Prods. Liab. Litig., 867 F.3d 791, 793 (7th Cir. 2017), with a goal “to award counsel 

the market price for legal services, in light of the risk of nonpayment and the normal 

rate of compensation in the market at the time.” Camp Drug Store, Inc. v. Cochran 

Wholesale Pharm., Inc., 897 F.3d 825, 832–33 (7th Cir. 2018) (quoting Sutton v. 

Bernard, 504 F.3d 688, 692 (7th Cir. 2007)).

Because the market-price estimation is “inherently conjectural,” district courts 

have discretion to use either the percentage method, which awards fees as a 

percentage of the common fund, or the “lodestar” method, which awards fees based 

on the attorneys’ hours and billing rates, to assess the reasonableness of a fee request. 

Douglas v. W. Union Co., 328 F.R.D. 204, 220 (N.D. Ill. 2018) (quoting In re Trans 

Union Corp. Priv. Litig., 629 F.3d 741, 744 (7th Cir. 2011)), aff’d, 955 F.3d 662 (7th 

Cir. 2020); see 5 WILLIAM B. RUBENSTEIN, NEWBERG ON CLASS ACTIONS § 15:63 (5th 

ed. 2011) (updated 2021). Courts frequently use the percentage method in the first 

instance and cross-check the amount using the lodestar method. See Williams v. 

Rohm and Haas Pension Plan, 658 F.3d 629, 636 (7th Cir. 2011); 5 RUBENSTEIN §

15:88 (stating that the lodestar cross-check is “a means of ensuring that the 

percentage award is not a windfall” to the attorneys). The Court will do so here, first 

with respect to Class Counsel’s motion for attorney’ fees and then with respect to the 

other fee petitions.

2. Class Counsel’s Motion for Attorneys’ Fees

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i. Percentage Method

Class Counsel request $30,660,539.91 in attorneys’ fees. Assessing the 

reasonableness of this request under the percentage method is a two-step process. 

First, the Court determines the value of the fund against which the requested fee 

percentage will be calculated. This is surprisingly complex because the gross value 

of the fund is not the proper denominator. Instead, the Seventh Circuit repeatedly 

has stated that a percentage fee award should be calculated against “the value 

received from the settlement by the members of the class”—i.e., the net common fund 

after deduction of administrative expenses, litigation expenses, and service awards. 

Pearson, 772 F.3d at 781 (citing Redman, 768 F.3d at 630).

Here, the gross settlement fund is $92 million. After deducting $3,276,268.43 

in notice and settlement administration expenses, $789,944.00 in litigation expenses, 

and $90,000 in service awards, the net common fund is $87,843,787.95. Platt Decl. ¶ 

43; Pls.’ Mot. Attys.’ Fees (“Fee Mot.”) at 3, ECF No. 197.

Second, the Court must consider the percentage of the fund that Class Counsel 

seek and determine whether that percentage—and the dollar amount resulting from 

it—is “reasonable.” FED. R. CIV. P. 23(h); see 5 RUBENSTEIN § 15:72. In the Seventh 

Circuit, a percentage fee is reasonable if it roughly approximates the market rate for 

legal services, in light of the risk undertaken by the attorneys and the benefit

conferred to the class. See Camp Drug Store, 897 F.3d at 832–33; In re Sears, 867 

F.3d at 793. In making this inquiry, courts also can “look to actual fee agreements, 

data from similar cases, and class-counsel auctions” for guidance. In re Stericycle Sec.

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Litig., 35 F.4th 555, 560 (7th Cir. 2022) (quoting Taubenfeld v. Aon Corp., 415 F.3d 

597, 599 (7th Cir. 2005)).

Throughout this litigation, Class Counsel have stated—both to this Court and 

to the class in the settlement notice—that they intended to seek ““up to 33.33% of the 

Settlement Fund” in fees. Settlement Notice ¶ 15. And so here, Class Counsel seek 

one-third (33.33%) of the gross common fund in fees. But when calculated against 

the net common fund, the $30,660,539.91 requested actually constitutes

approximately 34.9% of the common fund. Class Counsel argue that they are entitled 

to the higher number, citing cases where courts have approved percentage awards of 

35 percent or higher. But Class Counsel has repeatedly stated that they will seek no 

more than one-third of the settlement fund in fees, see, e.g., Settlement Notice ¶ 15, 

and the Court holds them to their promise. One-third of $87,843.787.95 (the net 

common fund) amounts to $29,279,203.44. 

The objectors believe that this is still too much and ask the Court to adopt a 

“sliding scale” approach, which decreases the attorneys’ fee percentage as the size of 

the overall settlement fund increases. See In re Synthroid Mktg. Litig., 325 F.3d 974, 

980 (7th Cir. 2003) (“Synthroid II”) (applying a formula under which class counsel 

received 30% of the first $10 million in the fund, 25% of the next $10 million, and so 

on). The objectors contend that the size of the settlement and the early stage of 

litigation at which the settlement was reached support the use of a similar formula 

here.

Neither of those considerations compels the use of a sliding-scale approach in 

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this case. Although many sliding-scale cases involve large fund sizes, many courts 

confronted with settlement funds in the tens of millions do not use a sliding-scale 

formula. See, e.g., In re Broiler Chicken Antitrust Litig., No. 16 C 8637, 2021 WL 

5709250, at *5 (N.D. Ill. Dec. 1, 2021) (rejecting sliding-scale approach and awarding 

33% of a $150 million settlement fund in fees). And, as demonstrated by the lodestar 

cross-check below, a flat percentage fee does not create a windfall to Class Counsel in 

light of the amount of work performed in this case and the risk involved.

Litteken’s reliance on the Seventh Circuit’s recent decision in In re Stericycle 

Securities Litigation is unavailing. In Stericycle, the Seventh Circuit held that the 

district court abused its discretion in awarding 25% of a $45 million securities fraud 

settlement to class counsel, because the district court did not consider the existence 

of an actual ex ante fee agreement or give sufficient weight to other factors, including 

prior litigation success (which reduced the risk of nonpayment) and the early stage of

the litigation. See Stericycle, 35 F.4th at 562–66. But contrary to Litteken’s 

contention, Stericycle did not create a general presumption in favor of a sliding-scale 

approach for large cases. Instead, the Stericycle court spoke approvingly of using a 

sliding-scale approach in cases where an actual ex ante fee agreement also has 

adopted a sliding-scale formula. Id. at 563 (district courts should give such 

agreements “substantial weight” in the reasonableness analysis).

29

29 A number of other factors distinguish Stericycle from this case. For example, the risk 

of nonpayment here was far higher than in Stericycle, in which “prior litigation . . . and 

subsequent, very substantial settlements” suggested that class counsel were reasonably sure 

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Indeed, as Class Counsel points out, a flat percentage fee award of one-third of 

the net common fund is typical in other data privacy settlements, including many 

BIPA settlements that courts have approved within this district. See, e.g., Crumpton 

v. Octapharma Plasma, Inc., No. 19-cv-08402, slip op. at 5–6 (N.D. Ill. Feb. 16, 2022); 

Martinez v. Nando’s Rest. Grp., Inc., No. 1:19-cv-07012, slip op. at 4 (N.D. Ill. Oct. 27, 

2020); Dixon v. Wash. and Jane Smith Home, No. 17-cv-8033, slip. op. at 1 (N.D. Ill. 

Aug. 20, 2019). 

A one-third flat fee also is routine for class action settlements in similarly 

complex fields, such as antitrust litigation, see, e.g., In re Broiler Chicken, 2021 WL 

5709250, at *4 (awarding a flat 33% of a $150 million common fund and stating “fee 

awards in antitrust cases in this circuit are almost always one-third”), and consumer 

protection litigation. See, e.g., Charvat v. Valente, No. 12-cv-05746, 2019 WL 

5576932, at *11 (N.D. Ill. Oct. 28, 2019) (collecting cases). Furthermore, a one-third 

fee aligns with the one-third contingency fee routinely charged by class action lawyers 

across the country. See 5 RUBENSTEIN § 15:73 (“The age-old assumption is that tort 

lawyers receive a third of their clients’ recovery.”); id. at n.9 (collecting cases); see also 

Furman v. At Home Stores, Inc., No. 1:16–cv–08190, 2017 WL 1730995, at *4 (N.D. 

Ill. May 1, 2017) (the fact that “plaintiffs routinely agree to a one-third contingency 

fee arrangement[] reinforces that Plaintiff's Counsel are requesting the proper 

of payment. Id. at 563. Furthermore, prior litigation had laid the groundwork for the 

Stericycle attorneys, who relied on that evidence to negotiate the settlement. Id. at 563–65. 

Here, Class Counsel had to do their own work.

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market rate”).

The significant litigation risks to Plaintiffs described above also increase the 

market value of Class Counsel’s representation. Camp Drug Store, 897 F.3d at 833;

In re Synthroid Mktg. Litig., 264 F.3d 712, 721 (7th Cir. 2001) (“Synthroid I”). Larger 

contingency fees are generally needed to persuade lawyers to take riskier cases 

because there is a lower chance that they will receive anything at the end. See John 

Leubsdorf, The Contingency Factor in Attorney Fee Awards, 90 YALE L.J. 473, 481–

82 (1981) (endorsing a “probabilistic rationale” for awarding fees under which the size 

of the fee award correlates with the risk of nonpayment). Admittedly, quantifying 

risk is a challenging exercise, but in Florin v. Nationsbank of Georgia, N.A., 60 F.3d 

1245 (7th Cir. 1995), the Seventh Circuit held that factors supporting the 

reasonableness of plaintiffs’ fee request included (1) the “unsettled and complex” 

nature of the law of the case; (2) numerous “plausible defenses” available to the 

defendants; and (3) legitimate doubts about whether the plaintiffs had suffered actual 

injury. Id. at 1247. All three factors support the fee award Class Counsel seek here. 

Data privacy law is a relatively undeveloped and technically complex body of 

law, which creates uncertainty and, therefore, additional risk for Class Counsel. 

Defendants have a wide array of defenses to Plaintiffs’ claims, some of which—the 

arbitration clause in particular—are more than “plausible.” And as in Florin, 

damages may be difficult to recover for many of Plaintiffs’ claims, which are untested. 

The quality and amount of work that Class Counsel have performed also 

supports a one-third percentage fee. Class Counsel’s timesheets indicate that several 

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of the lead attorneys have devoted essentially their entire professional lives to this 

case over the last three years. And judged in light of the considerable litigation risks

and in comparison with other data privacy settlements, they have secured a 

substantial benefit to the class. The need to provide financial incentives for zealous

and effective representation of consumers in legally and technologically complex data 

privacy cases such as this—especially in the age of pervasive social media—weighs 

in favor of granting the request. Cf. In re Broiler Chicken, 2021 WL 5709250, at *3 

(noting that a substantial fee is necessary to attract high-quality counsel to litigate 

complex cases).

Finally, the quality of representation Defendants had for their defense 

supports the fee request as well. See In re WorldCom, Inc. Sec. Litig., 388 F. Supp. 

2d 319, 357–58 (S.D.N.Y. 2005) (fact that class counsel “faced formidable opposing 

counsel from some of the best defense firms in the country” supported reasonableness 

of fee request, id. at 358). Defendants are represented by Wilson Sonsini Goodrich 

and Rosati, which is one of the leading privacy and data security law firms in the 

United States according to the legal industry researcher Chambers and Partners. See 

Privacy and Data Security: The Elite in USA Legal Rankings, CHAMBERS AND 

PARTNERS, https://chambers.com/legal-rankings/privacy-data-security-usa2:3220:225:1 (last accessed May 30, 2022). Indeed, Defendants’ counsel has secured 

victories for major technology companies in several similar consumer privacy cases. 

See, e.g., In re Nickelodeon Consumer Priv. Litig., 827 F.3d 262, 266, 295 (3d Cir. 

2016) (affirming dismissal of VPPA and state law claims); Mollett v. Netflix, Inc., 795 

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F.3d 1062, 1063–64 (9th Cir. 2015) (same). That Class Counsel were able to secure a 

favorable settlement in the face of this opposition weighs in favor of a one-third fee.

The objectors raise a flurry of additional arguments in opposition to the fee 

request. They complain that the settlement is simply too large for a one-third 

percentage fee to be reasonable. The Seventh Circuit, however, has “explicitly 

rejected” the so-called “megafund rule,” which caps fees at a given percentage (usually 

ten to fifteen percent) where the size of the fund exceeds a certain amount, “because 

it [creates] a perverse incentive.” In re Broiler Chicken, 2021 WL 5709250, at *3 

(citing Synthroid I, 264 F.3d at 718 (“Private parties would never contract for such 

an arrangement, because it would eliminate counsel’s incentive to press for more than 

[the threshold fund size] from the defendants.”)); see also In re Equifax, 2020 WL 

256132, at *36 (collecting cases rejecting the megafund rule)).

Next, the objectors contend that Class Counsel did not perform enough 

substantive work on the case to justify their requested percentage. That argument 

fails to appreciate the nearly three-year history of this case, the considerable 

resources Class Counsel have expended in confirming the merits of the classes’ 

claims, and the novelty of many of the issues involved. See, e.g., In re Equifax, 2020 

WL 256132, at *32–33 (novelty and difficulty of legal issues in data privacy case 

strongly supported class counsel’s fee request).

Litteken also argues that the United States government, and not Class 

Counsel, should get most of the credit for the settlement because Defendants agreed 

to settle only after the Trump Administration ordered ByteDance to sell its United 

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States-based operations. Without more, however, the timing of the settlement alone 

does not permit an inference that the settlement efforts would have failed if not for 

the Executive Order. Cf. Sklyarsky v. Means-Knaus Partners, L.P., 777 F.3d 892, 898 

(7th Cir. 2015) (timing alone is generally insufficient to establish causation). But

even assuming, for the sake of argument, that this external pressure played a role in 

Defendants’ decision to settle this case, the Court declines to discount their fees on 

that basis. If anything, attorneys should be rewarded, not punished, for leveraging

external pressure (of course, within ethical bounds) to zealously promote the interests 

of their clients.

ii. Lodestar Cross-Check

A lodestar cross-check also confirms the reasonableness of the one-third 

amount. Under this approach, the Court first calculates the “lodestar” amount, by 

multiplying the attorneys’ reasonable hourly rates by the number of hours the 

attorneys reasonably expended on the case. See 5 RUBENSTEIN § 15:87. The proposed 

fee award then is divided by that amount, yielding a “multiplier,” which is used to 

assess the reasonableness of the fee amount. Id. Here, the undisputed record 

indicates a collective lodestar of $14,324,394.90 for Class Counsel. Measuring this 

figure against the proposed award of $29,279,203.44 results in a multiplier of 2.04. 

In practice, most multipliers fall between one and four. Harman v. Lyphomed, 

Inc., 945 F.2d 969, 976 (7th Cir. 1991); see, e.g., In re Nat’l Collegiate Athletic Ass’n, 

332 F.R.D. at 225 (1.5); Schulte v. Fifth Third Bank, 805 F. Supp. 2d 560, 598 (N.D. 

Ill. 2011) (2.65); In re Lawnmower Engine Horsepower Mktg. & Sales Pracs. Litig., 

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733 F. Supp. 2d 997, 1015 (E.D. Wis. 2010) (2.07). And, given the considerable benefit 

that Class Counsel has obtained for the class in the face of significant litigation risk, 

the Court finds that a multiplier of 2.04 is reasonable for this case. See Americana 

Art China Co. v. Foxfire Printing and Packaging, Inc., 743 F.3d 243, 245 (7th Cir. 

2014) (referring to the multiplier as a “risk multiplier”); Florin, 60 F.3d at 1247 

(same). Moreover, the Court observes that 2.04 is well below average for a fund of 

this size, see 5 RUBENSTEIN § 15:89 tbl.2 (for fund sizes over $44 million, the mean 

multiplier was 2.39), and less than half the multiplier for the fee awarded to class 

counsel in In re Facebook, 522 F. Supp. 3d at 633 (awarding “a higher-end multiplier 

of 4.71”). 

For the reasons stated above, the Court finds that Class Counsel’s request for 

one-third of the net common fund is reasonable and appropriate in light of the work 

they performed on behalf of the Nationwide Class and Illinois Subclass.

iii. Allocation of Fees Among Plaintiffs’ Firms

Co-Lead Counsel—comprised of Lynch Carpenter LLP; Bird Marella Boxer 

Wolpert Nessim Drooks Lincenberg & Rhow, P.C. (“Bird Marella”); and Fegan Scott 

LLC—also request that the Court delegate to them the task of allocating the fee 

award among the participating plaintiffs’ firms. Such delegation is common when all 

the attorneys agree about how the fees should be distributed. See, e.g., In re Life Time 

Fitness, Inc., Tel. Consumer Prot. Act (TCPA) Litig., 847 F.3d 619, 623–24 (8th Cir. 

2017) (affirming district court’s decision to leave the allocation of the fee award to 

class counsel “without further judicial oversight or approval”); In re Warfarin Sodium 

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Antitrust Litig., 391 F.3d 516, 533 n.15 (3d Cir. 2004) (“[D]istribution of an attorney 

fee award among counsel is and should be a private matter for the attorneys to resolve 

amongst themselves.”). 

But a blanket delegation to lead counsel is inappropriate where the attorneys 

for the class disagree among themselves about fees. For example, in In re High Sulfur 

Content Gasoline Products Liability Litigation, the Fifth Circuit held that a district 

court abused its discretion by abdicating its duty to supervise the allocation of a fee 

award when there was a dispute among class counsel over the proper allocation 

procedures. 517 F.3d 220, 235 (5th Cir. 2008). Instead of resolving the dispute itself, 

the district court impermissibly “rubber-stamped” the views of the committee it had 

tasked with allocating the fees. Id. at 229; see also 5 RUBENSTEIN § 15:23 (“[I]f 

multiple counsel in a class suit cannot agree, the court can no longer defer but must 

itself make the allocation decision.”).

Unfortunately, this case is of the latter variety. Here, Co-Lead Counsel have 

proposed a fee distribution schedule that sorts the thirty-one plaintiffs’ firms into 

tiers based upon the level of risk they assumed and their involvement in the 

litigation. See generally Fee Mot. Ex. 16, Lodestar Summary, ECF No. 197-16. Under 

the proposal, Tier 1 is comprised of Co-Lead Counsel; Tier 2 includes the remaining 

six firms that make up the Executive Committee and Liaison Counsel; Tier 3 consists 

of firms that participated in the mediation sessions but were not selected to serve on 

the Executive Committee; and Tier 4 is comprised of all other firms.

The dissenting view comes from two firms in Tier 3—Glancy Prongay & 

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Murray, LLP (“Glancy Prongay”) and Philips, Erlewine, Given and Carlin LLP

(“Philips Erlewine”) (collectively the “objecting firms”). They argue that Co-Lead 

Counsel’s proposal undervalues their respective contribution to the litigation and the 

risk they undertook as part of the first mediation team and the leadership committee 

appointed by Judge Koh. Consequently, they demand a multiplier equal to at least 

75% of the multiplier that Co-Lead Counsel receive.

Given this disagreement, the Court declines to delegate the distribution of fees 

to Co-Lead Counsel. Rather, the Court will review the tiered fee schedule that Class 

Counsel proposes, as well as the underlying billing documents, and exercise its 

independent judgment based upon the amounts requested and particular 

circumstances of this case. 

First, Co-Lead Counsel request a lodestar multiplier of 3.5 for their own fees. 

The Court agrees that Co-Lead Counsel have expended enormous time, effort, and 

resources on this litigation, which does justify a high multiplier. However, granting 

Co-Lead Counsel a 3.5 multiplier would distribute to Co-Lead Counsel more than 

two-thirds of the total fee award, when they contributed forty percent of Class 

Counsel’s total lodestar. The Court finds that such a distribution unfairly shortshrifts the rest of the firms—in particular, the California firms that participated in 

the pre-MDL proceedings before Judge Koh. Accordingly, the Court awards Co-Lead 

Counsel the following fees: $8,117,302.50 to Lynch Carpenter; $7,073,527.50 to Bird 

Marella; and $2,090,244.00 to Fegan Scott. These awards reflect a multiplier of 3.0, 

which the Court finds adequately compensates Co-Lead Counsel for the additional 

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risk they have absorbed over and above the other firms.

As to the Tier 2 firms,30 whom the Court appointed to the Executive 

Committee, Co-Lead Counsel propose that Freed Kanner London and Milliken

(“Freed Kanner”) receive a multiplier of 1.8, and that the five remaining firms in Tier 

2 should receive a multiplier of 1.6. Co-Lead Counsel contend that the Tier 2 firms

deserve a modest multiplier for their work researching and drafting the consolidated 

complaint and contributing to pre-MDL litigation strategy. Co-Lead Counsel further 

argue that Freed Kanner should receive a slightly higher multiplier than the rest of 

Tier 2, because it was extensively involved in organizing the second mediation and in 

the drafting of the Settlement Agreement itself. 

The Court agrees that the Executive Committee firms materially benefitted 

the classes by conducting extensive pre-settlement investigation of Plaintiffs’ claims 

(particularly the BIPA claim), securing favorable settlement terms during the second 

mediation, and negotiating amendments to the settlement agreement in the postconsolidation period. What is more, the Executive Committee invested this time and 

effort at a relatively early stage, before the Court granted preliminary approval of the 

settlement, which supports awarding a modest risk multiplier. And Freed Kanner’s 

level of involvement exceeds that of every firm other than Co-Lead Counsel, 

warranting a slightly higher multiplier than the rest of Tier 2. At the same time, 

30 The firms in Tier 2 include: Freed Kanner London & Millen LLC (“Freed Kanner”); 

Susman Godfrey LLP; Hausfeld LLP; Bottini & Bottini, Inc.; Burns Charest; and Clifford 

Law Offices.

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because the Court reduced Class Counsel’s total fee request by nearly $1.4 million, a 

slight downward adjustment of Co-Lead Counsel’s suggested multiplier is 

appropriate. Accordingly, the Court awards the Tier 2 firms the following fees: 

$2,046,169.50 to Freed Kanner; $367,694.54 to Susman Godfrey; $875,144.30 to 

Hausfeld; $644,504.33 to Bottini & Bottini; $837,802.10 to Burns Charest; and 

$29,429.77 to Clifford Law Offices. These awards reflect a lodestar multiplier of 1.5 

for Freed Kanner, and a lodestar multiplier of approximately 1.38 for the remaining 

firms on the Executive Committee.

The objecting firms in Tier 3 do not take issue with these recommendations. 

They contend, however, that Co-Lead Counsel’s proposal for their own fees, which 

suggests awarding Glancy Prongay a multiplier of 1.3 and Philips Erlewine a 

multiplier of 0.9, fails to adequately compensate them for the risk they took on early 

in the litigation during the proceedings before Judge Koh. The Court agrees. 

A fee award must reflect the level of risk the attorneys bore “at the outset of 

the case.” Harman, 945 F.2d at 976. Here, that standard commands a higher 

multiplier for these firms than Co-Lead Counsel suggest. Along with Bird Marella, 

Glancy Prongay was the first to begin investigating the data privacy allegations 

against TikTok in January 2018, and the two firms were the first to file a complaint 

against TikTok in November 2019. See Fee Mot. Ex. H, Rotter Decl. ¶ 2, ECF No. 

197-24 (citing Hong, No. 19 C 7792). Philips Erlewine joined the plaintiffs’ team in 

Hong in March 2020 and helped to file an amended complaint in May 2020 that 

included more detailed factual allegations and a newly-added BIPA claim. Id. Ex. I, 

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Given Decl. ¶ 2, ECF No. 197-25. Not only did these two firms join this litigation 

earlier than any other firm save Bird Marella, but both firms also incurred greater 

out-of-pocket expenses than any firm save Co-Lead Counsel or Freed Kanner. See 

generally Lodestar Summary.31 

For these reasons, the Court finds that the objecting firms are entitled to a 

greater multiplier than Co-Lead Counsel propose. That said, the Court finds that 

2.25 (75% of Co-Lead Counsel’s multiplier) is too high when compared to the 

multiplier awarded to other firms given their relative contributions; therefore, the 

Court awards $3,315,381.00 to Glancy Prongay and $679,018.00 to Philips Erlewine, 

reflecting a fee multiplier of 2.0.

Co-Lead Counsel also request that the twenty remaining firms in Tiers 3 and

432 receive “negative multipliers” (that is, less than their lodestar), ranging from 0.9 

for several firms in Tier 3, to as low as 0.15 for Bleichmar Fonti, a firm in Tier 4. In 

support, Co-Lead Counsel contend that the discounts are appropriate, because these 

firms did not take on substantial pre-consolidation risk and did not participate in the 

post-MDL proceedings. They further argue that the Tier 4 firms did not confer direct 

31 Indeed, Glancy Prongay alone incurred more out-of-pocket expenses than all of CoLead Counsel put together. Lodestar Summary at 1–2.

32 The firms in Tier 3 (other than Glancy Prongay and Philips Erlewine) include: Ahdoot 

& Wolfson, PC; Consumer Protection Legal, LLC; Scott+Scott LLP; Foote, Mielke, Chavez, & 

O’Neil, LLC (“Foot Mielke”); Erik H. Langeland P.C. (“Langeland”); Cafferty Clobes

Meriwether & Sprengel LLP (“Cafferty Clobes”); Sauder Schelkopf LLP; Baird Law Firm; 

Stephan Zouras, LLP; Tostrud Law Group, P.C.; Wood Law Firm, LLC; and Gordon Law 

Offices, LLC. The firms in Tier 4 include: Cotchett, Pitre & McCarthy (“Cotchett Pitre”); 

DiCello Levitt; Bleichmar Fonti; Chimicles Schwartz Kriner & Donaldson-Smith LLP

(“Chimicles Schwartz”); Girard Sharp LLP; Onderlaw LLC; Baer Law; and Lawrence Kamin.

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or indirect benefits on the classes, because they merely represented individual class 

members who filed member cases and did not participate in the mediations or postMDL litigation. 

The Court disagrees that the Tier 3 and Tier 4 firms should receive discounts 

on their time. These firms all incurred material risks by taking on clients for what 

would have been protracted, expensive litigation, had the cases not been consolidated 

into this MDL. While Co-Lead Counsel are correct that they did not confer 

substantial benefits to the class in the end, that alone does not justify a negative 

multiplier in light of these early risks. Accordingly, the Court finds that a 1.0 

multiplier is appropriate for the Tier 3 and Tier 4 firms, and awards fees to those 

firms as follows: $169,630.00 to Ahdoot & Wolfson; $286,913.90 to Consumer 

Protection Legal; $261,526.00 to Scott+Scott; $139,495.00 to Foot Mielke; 

$228,000.00 to Langeland; $286,825.00 to Cafferty Clobes; $163,840.00 to Sauder 

Schelkopf; $45,150.00 to Baird Law Firm; $255,242.50 to Stephan Zouras; 

$208,905.00 to Tostrud Law Group; $39,525.00 to Wood Law Firm; $72,502.00 to 

Gordon Law Offices; $211,130.00 to Cotchett Pitre; $126,810.00 to DiCello Levitt; 

$341,962.50 to Bleichmar Fonti; $49,322.50 to Chimicles Schwartz; $235,485.00 to 

Girard Sharp; $10,822.50 to Onderlaw; $29,549.00 to Baer Law; and $40,350.00 to 

Lawrence Kamin.

iv. Expenses

Class Counsel are also entitled to reimbursement of reasonable litigation 

expenses. A request for reimbursement of litigation expenses is judged under the 

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same market-based standard as a fee petition; the Court must ask whether the 

expenses are in keeping with what “the private market would permit.” Synthroid I, 

264 F.3d at 722.

Class Counsel report that they have incurred $789,944.00 in litigation 

expenses throughout this case.33 Given the scope and duration of the litigation and

the Court’s consideration of these costs, and in light of Class Counsel’s attestations 

that they have endeavored to comply fully with the protocols listed in the Court’s 

common benefit fee and expense order, Case Management Order No. 4 ¶¶ 5–7, 10, 

13, the Court finds that their request for reimbursement of $789,944.00 in litigation 

expenses is reasonable and in line with private market standards and approves the

request.

34

33 This figure reflects $651,433.09 in expenses independently incurred by the individual 

firms, and $138,510.53 in payments made from the TikTok Litigation Fund, to which each 

member of Co-Lead Counsel and the Executive Committee contributed $25,000 and $15,000, 

respectively. See Decl. Katrina Carroll Supp. Pls.’ Pet. Award Attorneys’ Fees ¶ 9, ECF No. 

198; Case Management Order No. 4 ¶¶ 17–23, In re TikTok (N.D. Ill. Nov. 18, 2020), ECF 

No. 105.

 

34 Specifically, the Court approves the reimbursement of litigation expenses to the 

individual firms as follows: $27,374.44 to Lynch Carpenter; $256,057.67 to Bird Marella; 

$611.10 to Fegan Scott; $309,218.63 to Glancy Prongay; $10,529.00 to Philips Erlewine; 

$11,555.07 to Freed Kanner; $1,871.63 to Susman Godfrey; $3,315.95 to Hausfeld; $9,867.45 

to Bottini & Bottini; $1,511.10 to Burns Charest; $175.30 to Clifford Law Offices; $1,345.60 

to Ahdoot & Wolfson; $1,076.00 to Consumer Protection Legal; $624.24 to Scott+Scott; 

$688.30 to Foot Mielke; $995.05 to Cafferty Clobes; $1,803.11 to Stephan Zouras; $1,928.08 

to Tostrud Law Group; $1,767.35 to Wood Law Firm; $400.00 to Gordon Law Offices; $681.89 

to Cotchett Pitre; $420.00 to DiCello Levitt; $4,523.92 to Bleichmar Fonti; $968.81 to 

Chimicles Schwartz; $1,401.44 to Girard Sharp; $705.06 to Onderlaw; and $16.90 to 

Lawrence Kamin.

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3. Objector Mark S.’s Petition for Attorneys’ Fees

Loevy & Loevy (“Loevy”), counsel for Mark S., also seeks fees. Courts have 

recognized that objectors “play an essential role in judicial review of proposed 

settlements of class actions” because their participation helps to ward off the 

possibility of collusion inherent in class action settlements and to ensure that the 

settlement terms adequately compensate the class for the value of their claims. 

Pearson, 772 F.3d at 787; see In re Sw. Airlines Voucher Litig., 898 F.3d 740, 745 (7th 

Cir. 2018). Such “participation is encouraged by permitting lawyers who contribute 

materially to the proceeding to obtain a fee.” Reynolds, 288 F.3d at 288.

Because the purpose of permitting objectors to participate in the settlement 

approval process is to benefit the class, in order to be entitled to a fee award an 

objector must “produce an improvement in the settlement worth more than the fee 

they are seeking; otherwise they have rendered no benefit to the class.” Id. In 

determining whether to award fees to objectors’ counsel, then, courts must 

distinguish objectors who actually add value to the settlement from those who 

“intervene[] for the purpose of getting paid to go away.” Vollmer v. Selden, 350 F.3d 

656, 661 (7th Cir. 2003).35 

The Court also approves the reimbursement of $138,510.53 to Co-Lead Counsel for 

expert costs paid from the TikTok Litigation Fund and orders Co-Lead Counsel to distribute

that sum amongst themselves and the Executive Committee in accordance with each firm’s 

respective contribution to the fund, and pursuant to the procedures set forth in the common 

benefit fee and expense order. See generally Case Management Order No. 4.

35 In this vein, Litteken also purported to reserve the right to seek attorneys’ fees “should 

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Loevy claims that, were it not for Mark S.’s efforts to carve out the claims of 

class members under the age of thirteen (“under-13 class members”) in this action

from the release in T.K., no under-13 class members would have been able to 

participate in this settlement. As a result, Loevy contends, Mark S. added at least 

$6,256,000—the prorated share of the common fund that is attributable to under-13 

class members—in value to the settlement and requests twenty-five percent of that 

number, or $1,564,000, in fees. 

The proposition that Mark S. is responsible for the ability of under-13 class 

members to participate in this settlement is without merit. As the T.K. court 

recognized in denying Loevy’s fee petition based on nearly identical arguments there,

in as early as the fall of 2020, Plaintiffs and Defendants had “‘expressly negotiated 

the right of class members in the T.K. settlement class . . . to participate in the MDL 

settlement class’” in order to “eliminate any potential impact” of the T.K. settlement 

on this case, all without any input from Mark S. Joint Status Report at 3 (N.D. Ill. 

Oct. 30, 2020), ECF No. 99; see T.K., 2022 WL 888943, at *27. While those 

negotiations were underway, Mark S.—far from working to preserve the rights of T.K.

class members to participate in this settlement—in fact was requesting that the T.K.

court enforce the T.K. preliminary injunction against class members in this case in 

the Court sustain any of [his] objections.” Objector Litteken’s Provisional Pet. Service Award 

at 4, ECF No. 193. Because Litteken’s objections to final approval of the settlement and to 

attorneys’ fees have been overruled in their entirety, they have not made a material 

difference to the benefit of class members. Accordingly, the Court will not entertain any such 

motion.

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order to get the MDL reassigned to the T.K. docket. See Notice of Filing Ex. A, 

Objector Mark S.’s Mot. Enforcement Prelim. Inj. and Reassignment and 

Consolidation Related TikTok MDL, T.K., No. 19 C 7915 (N.D. Ill. Sept. 9, 2020), ECF 

No. 59. Given the considerable resources Mark S. expended in trying to unravel the 

settlement, the Court finds Mark S.’s contention that he was acting in the best 

interests of the classes in this case without merit.

Mark S. also argues that his counsel should receive a fee award because he was 

the first to propose the in-App notice. While the Court is confident that the notice 

program would have satisfied the Rule 23 and due process requirements without the 

in-App notice, it nonetheless acknowledges that in-App notice conferred a material 

benefit to the settlement classes. And the Court finds that Loevy does deserve some 

compensation for this contribution.

That being said, Loevy’s fee request of $1,564,000 far exceeds that 

contribution. The Court similarly declines to award Loevy their reported lodestar of 

$564,938.75, because Loevy’s timesheets reveal that much of the work done in 

connection with this MDL was devoted to undermining the settlement by attempting 

to enforce the T.K. preliminary injunction. See In re Sw. Airlines, 898 F.3d at 745

(citing Mirfaishi v. Fleet Mortg. Corp., 551 F.3d 682, 687–88 (7th Cir. 2008) (awarding 

objectors a small percentage of their requested fees after balancing the “very slight 

improvement” to the settlement against the objectors’ “lack of constructive activity in 

the district court,” id. at 687, and the “detriment caused by their courtroom antics.” 

Id. at 688)).

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Accordingly, the Court awards Loevy $100,000 in fees. Having reviewed 

Loevy’s timesheets, the Court finds that this award approximates the percentage of 

Loevy’s time that was devoted to improving the notice program. The Court will not 

award Loevy fees for any other work, because that work did not benefit (and indeed, 

in many cases attempted to harm) the class.

4. Incentive and Service Awards

Because a named plaintiff “is an essential ingredient of any class action,” Camp 

Drug Store, 897 F.3d at 834 (internal quotation marks omitted), the Court may 

authorize incentive awards “when necessary to induce individuals to become named 

representatives.” Douglas, 328 F.R.D. at 218 (quoting Synthroid I, 264 F.3d at 722). 

“To determine if an incentive award is warranted, a district court evaluates the 

actions the plaintiff has taken to protect the interests of the class, the degree to which 

the class has benefitted from those actions, and the amount of time and effort the 

plaintiff expended in pursuing the litigation.” Camp Drug Store, 897 F.3d at 834 

(internal quotation marks and citation omitted).

Class Counsel seek an incentive award of $2,500 for each of the thirty-five 

named Plaintiffs.36 At the outset of the cases, the thirty-five named Plaintiffs 

provided Class Counsel with extensive details about their use of the App, including 

when they downloaded it, how frequently they used it, whether they made any videos, 

36 The named Plaintiffs are: Katherine Czajka; Misty Hong; Aparna Iyer; Brandy 

Johnson; Morgan Kukovec; Karina Quinteiro; and Meghan Smith; and minors A.S. ex rel.

Laurel Slothower; A.S. ex rel. A.S.; A.R.; G.R.; C.W.; I.W.; P.S.; M.T.W.; N.T.; L.T.; S.P.; J.P.; 

K.P.; G.P.; L.M.; A.J.; E.R.; R.S.; J.S.; S.A.; L.B.; L.P.; M.P.; A.O.; H.S.; K.M.; C.H.; and D.M.

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whether their videos contain recordings of their faces, and whether they used any of 

the App’s video editing features or facial filters in their videos. See generally Compl. 

¶¶ 19–98. These disclosures of Plaintiffs’ personal and private information

substantially benefited the classes by validating Class Counsel’s legal theories and 

helping them to understand the App’s technology.

The named representatives also expended time and effort on the case after the 

settlement agreement was reached by approving Class Counsel’s pleadings and 

continuing to assist in confirmatory discovery. And these efforts resulted in 

substantial benefited the class as well. 

Lastly, empirical data indicates that the requested incentive awards are 

modest. A study of approximately 1,200 class actions showed that the median 

incentive award per plaintiff was $5,250, over twice the amount Class Counsel 

requests here. 5 RUBENSTEIN § 17:8 tbl.1. Thus, the Court finds the request of $2,500 

per named Plaintiff to be reasonable and appropriate.

Mark S. and Litteken also seek service awards of $2,500 and $1,000, 

respectively. See In re Nat’l Collegiate Athletic Ass’n, 332 F.R.D. at 228–29 (awarding 

service awards to objectors). For the reasons stated above, the Court concludes that 

Mark S. benefitted the class to some degree by advocating for in-App notice, but not 

to the degree of the named Plaintiffs. Accordingly, the Court provides him with a 

service award of $1,500. 

As for Litteken, the Court is not convinced that he deserves as much credit for 

the in-App notice, given that Mark S. was the first to raise the issue. Nevertheless, 

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because Litteken’s insistence on in-App notice impacted the Court’s assessment of the 

costs and benefits of it, the Court finds that Litteken’s request for a $1,000 service 

award is appropriate, and it is granted.

III. Conclusion

For the reasons stated above, the Court certifies the Nationwide Class and 

Illinois Subclass; grants the motion for final approval of the Settlement Agreement

[195]; and grants the petitions for fees and service awards [193][197][201] to the 

extent stated above. Additionally, the motion to accept opt-outs [207] is granted. CoLead Counsel is instructed to provide a proposed final order within the next five days.

IT IS SO ORDERED. ENTERED: 7/28/22

__________________________________

John Z. Lee

United States District Judge

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