COURT OF CHANCERY 

OF THE 

STATE OF DELAWARE

LORI W. WILL

VICE CHANCELLOR

LEONARD L. WILLIAMS JUSTICE CENTER

500 N. KING STREET, SUITE 11400

WILMINGTON, DELAWARE 19801-3734

July 28, 2023

Blake A. Bennett, Esquire

Cooch and Taylor, P.A.

1000 N. West Street, Suite 1500

Wilmington, Delaware 19801

Seth D. Rigrodsky, Esquire

Gina M. Serra, Esquire

Herbert W. Mondros, Esquire

Rigrodsky Law, P.A.

300 Delaware Avenue, Suite 210

Wilmington, Delaware 19801

D. McKinley Measley, Esquire

Sebastian Van Oudenallen, Esquire

Morris, Nichols, Arsht & 

 Tunnell LLP

1201 N. Market Street

Wilmington, Delaware 19801

RE: Schumacher v. Loscalzo, et al., C.A. No. 2022-0059-LWW;

Cohen v. Loscalzo, et al., C.A. No. 2022-0453-LWW

Dear Counsel:

The plaintiffs in the above-referenced actions alleged that non-employee 

directors of nominal defendant Ionis Pharmaceuticals, Inc. overcompensated 

themselves relative to the company’s peers. The Schumacher action was brought

first and quickly settled. The Cohen action, which followed a books and records 

demand, commenced after the stipulation of settlement in the Schumacher action 

was filed. Because Cohen was cut out of the Schumacher settlement, acrimonious

motions practice between the plaintiffs’ counsel resulted.
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I initially rejected the settlement of the Schumacher action because it 

provided for the release of a claim that only Cohen advanced. The parties recut the 

settlement and included Cohen. I then approved the revised stipulation of 

settlement and took the plaintiffs’ respective fee applications under advisement. 

This letter opinion resolves them.

Schumacher’s counsel is entitled to a fee and expense award of $282,500. 

Cohen’s counsel is entitled to a fee and expense award of $50,000, but Cohen is 

not granted an incentive award.

I. BACKGROUND

On January 19, 2022, plaintiff Leo Schumacher filed a Verified Stockholder 

Derivative Complaint (the “Schumacher Complaint”) in a matter captioned 

Schumacher v. Loscalzo, et al. (the “Schumacher Action”).1 The Schumacher 

Complaint brought claims against certain officers and directors of nominal 

defendant Ionis Pharmaceuticals, Inc. for purportedly excessive director 

compensation. Schumacher alleged that the members of Ionis’s Board of Directors 

“chose to grossly overcompensate themselves in relation to peer companies of 

1 C.A. No. 2022-0059-LWW (Del. Ch.) (“Schumacher Action”) Dkt. 1 (“Schumacher 

Compl.”).
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comparable size and market capitalization.”2 He asserted that Ionis’s 

compensation plan “not only awarded directors well above-market compensation, 

but . . . also fail[ed] to consider relevant performance metrics that typically

influence director compensation, such as the Company’s revenue and net income 

(or, in this case, negative net income).”3 He sought to “recoup the excessive 

compensation” and “to force meaningful corporate governance reforms” that 

would “restrict the [n]on-[e]mployee [d]irector [d]efendants’ ability to award 

themselves egregious compensation and align the factors driving compensation . . .

with the Company’s performance and long-term objectives.”4

The defendants filed a motion to dismiss the Schumacher Complaint on 

March 18.

5

 The motion was never briefed.

On April 21, purported Ionis stockholder Robert S. Cohen filed a letter 

informing the court that he was pursuing a related books and records demand and 

2

Id. ¶ 1.

3

Id. ¶ 2.

4

Id. ¶ 5. 

5 Schumacher Action Dkt. 9.
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asked the court to stay further proceedings in the Schumacher action.

6

 Cohen 

moved to intervene and stay on April 29, which Schumacher opposed on May 3.

7

 

On May 24, the parties to the Schumacher Action filed a Stipulation and 

Agreement of Compromise, Settlement and Release (the “Settlement 

Stipulation”).8 Cohen was not a party to the Settlement Stipulation.

Heated litigation between Schumacher and Cohen ensued.

On May 25, 2022, Cohen filed a separate Verified Stockholder Derivative 

Complaint (the “Cohen Complaint”) in an action captioned Cohen v. Loscalzo, et 

al. (the “Cohen Action”).9 The Cohen Complaint advanced claims substantially 

like those in the Schumacher Complaint, with the addition of a claim that Ionis’s 

directors breached their fiduciary duties by failing to disclose material 

compensation-related information.10 Those claims were asserted against the same 

defendants as those in the Schumacher Complaint.

6 Schumacher Action Dkt. 10.

7 Schumacher Action Dkts. 12, 15.

8 Schumacher Action Dkt. 17 (“Settlement Stip.”).

9 C.A. No. 2022-0453-LWW (Del. Ch.) (“Cohen Action”) Dkt. 1 (“Cohen Compl.”).

10 Id. ¶¶ 51-55, 129-32.
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Cohen subsequently moved to consolidate the Schumacher Action and the 

Cohen Action.11 Because the Settlement Stipulation had been filed, I gave Cohen 

the option of withdrawing his motion to consolidate (understanding that he 

reserved the right to object to the settlement) or having it held in abeyance pending 

the settlement hearing.

12

 Cohen moved for reargument on June 24.13 The motion 

for reargument was denied on July 5.14

Also on July 5, I entered a scheduling order setting a settlement hearing in 

the Schumacher Action and providing for notice of that hearing.15 The next month,

Schumacher filed a brief in support of the Settlement Stipulation and requested a

$475,000 award of attorneys’ fees and expenses.16

On August 16, Cohen served interrogatories on Schumacher and the 

defendants.

17

 A week later, the parties to the Schumacher Action moved to enforce 

the court’s July 5 scheduling order and to stay the Cohen Action.18 Cohen opposed 

11 Schumacher Action Dkt. 18; Cohen Action Dkt. 3.

12 Schumacher Action Dkt. 21.

13 Schumacher Action Dkt. 24; Cohen Action Dkts. 10, 12.

14 Schumacher Action Dkt. 32; Cohen Action Dkt. 17.

15 Schumacher Action Dkt. 33.

16 Schumacher Action Dkt. 35 (“Schumacher Br.”) at 3.

17 Schumacher Action Dkt. 38.

18 Schumacher Action Dkt. 40; Cohen Action Dkt. 23.
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the motion. He also moved to compel responses to his interrogatories and to 

adjourn the settlement hearing in the Schumacher Action.

19

 The parties to the 

Schumacher Action opposed Cohen’s motion.20 

On September 1, Cohen filed an objection to the proposed settlement of the 

Schumacher Action.

21

 He argued that the settlement should be rejected because, 

among other things, the release was overbroad and Schumacher’s counsel 

displayed a “lack of vigor” in prosecuting the claims.22 Alternatively, Cohen 

requested an award of attorneys’ fees and expenses for “caus[ing] the production” 

of Section 220 documents to Schumacher.

23

 Schumacher opposed Cohen’s 

objection.24

On September 12, I granted the motion to enforce the scheduling order in the 

Schumacher Action and stayed the Cohen Action.

25

 I also denied Cohen’s motion 

19 Schumacher Action Dkt. 42; Cohen Action Dkt. 25.

20 Schumacher Action Dkt. 48; Cohen Action Dkt. 31; see also Schumacher Action Dkt. 

52; Cohen Action Dkt. 32.

21 Schumacher Action Dkt. 49.

22 Id. at 25-26, 28-34.

23 Id. at 39-40.

24 Schumacher Action Dkt. 63.

25 Schumacher Action Dkt. 54; Cohen Action Dkt. 33.
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to compel, except that Cohen was given the opportunity to present argument on his 

need for objector discovery at the settlement hearing.26 

The Schumacher Action settlement hearing was held on September 21, 

2022. I declined to approve the settlement due to the overbreadth of the release, 

which explicitly included disclosure claims.27 The Schumacher Complaint did not 

challenge Ionis’s disclosures or advance a disclosure claim. But the definition of 

“Released Claims” in the Settlement Stipulation included claims concerning “any 

disclosures to stockholders in connection []with” the “compensation Ionis paid to 

its non-employee directors.”28 I explained that the Delaware Supreme Court had 

admonished the Court of Chancery to “scrutinize releases to ‘ensure that the 

fiduciary nature of [representative litigation] is respected’” and that the approval of 

class-based (or derivative) settlements do not “offend due process.”

29

 The release 

in the Settlement Stipulation contravened these principles.

On February 7, 2023, the parties to the Schumacher and Cohen Actions filed 

a joint Amended Stipulation and Agreement of Compromise, Settlement, and 

26 Schumacher Action Dkt. 55; Cohen Action Dkt. 34.

27 Schumacher Action Dkt. 70 (“Hr’g Tr.”) at 61-63.

28 Settlement Stip. ¶ 1.6.

29 Griffith v. Stein, 283 A.3d 1124, 1134 (Del. 2022) (quoting In re Celera Corp. 

S’holders Litig., 59 A.3d 418, 434 (Del. 2012)).
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Release (the “Amended Settlement Stipulation”).30 The Amended Settlement 

Stipulation included additional terms related to Ionis’s disclosures. It also resolved 

my prior concerns about the release. 

On February 14, Cohen filed a brief in support of the revised settlement and 

an application for a $75,000 fee award.31

On April 24, I entered an Order and Final Judgment approving the 

settlement and closing the Schumacher Action and the Cohen Action. Cohen and 

Schumacher’s fee applications were taken under advisement at that time.

32

II. ANALYSIS

The Court of Chancery recognizes “the corporate benefit doctrine by which 

‘the Court may order the payment of counsel fees and related expenses to a 

plaintiff whose efforts result in . . . the conferring of a corporate benefit.’ Such 

results need not be pecuniary, so long as the litigation produces a substantial 

benefit to the corporation or its stockholders.”33 Delaware courts look to the 

Sugarland factors when assessing a fee request. These factors include “the benefit 

30 Schumacher Action Dkt. 72; Cohen Action Dkt. 35.

31 Schumacher Action Dkt. 74 (“Cohen Br.”); Cohen Action Dkt. 37.

32 Schumacher Action Dkt. 77; Cohen Action Dkt. 40.

33 San Antonio Fire & Police Pension Fund v. Bradbury, 2010 WL 4273171, at *7 (Del. 

Ch. Oct. 28, 2010) (quoting Tandycrafts, Inc. v. Initio P’rs, 562 A.2d 1162, 1164 (Del. 

1989)).
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achieved, the difficulty and complexity of the litigation, the effort expended, the 

risk-taking, [and] the standing and ability of counsel.”34 

Of the Sugarland factors, the benefit achieved is generally given the most

weight.

35

 It is the plaintiffs’ burden to establish the value of the claimed benefits

and to demonstrate the reasonableness of the amount sought for achieving such

benefits.

36

 “The determination of any award is a matter within the sound judicial 

discretion of the Court of Chancery.”37

A. Schumacher’s Application

Schumacher’s counsel seeks a fee and expense award of $475,000 for the 

therapeutic benefits provided to Ionis through the Settlement Stipulation. The 

primary benefit is a change to Ionis’s Non-Employee Director Compensation 

Policy: 

34 Ams. Mining Corp. v. Theriault, 51 A.3d 1213, 1255 (Del. 2012).

35 See, e.g., In re Nat’l City Corp. S’holders Litig., 2009 WL 2425389, at *5 (Del. Ch. 

July 31, 2009) (“This Court has consistently noted that the most important factor in 

determining a fee award is the size of the benefit achieved.”), aff’d, 998 A.2d 851 (Del. 

2010) (TABLE); In re Cox Radio, Inc. S’holders Litig., 2010 WL 1806616, at *20 (Del. 

Ch. May 6, 2010) (stating that the size of the benefit is of “paramount importance” to the 

Sugarland analysis), aff’d, 9 A.3d 475 (2010) (TABLE).

36 See Korn v. New Castle Cnty., 2007 WL 2981939, at *2, *5 (Del. Ch. Oct. 3, 2007).

37 In re Abercrombie & Fitch Co. S’holders Deriv. Litig., 886 A.2d 1271, 1273 (Del. 

2005) (quoting In re Infinity Broad. Corp. S’holders Litig., 802 A.2d 285, 293 (Del. 

2002)).
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No incumbent non-employee director shall receive more than 

$450,000 in annual equity compensation per year (based on the 

aggregate grant date fair value), and no newly appointed nonemployee director shall receive more than $675,000 in initial equity 

compensation (based on the aggregate grant date fair value).

38

Three other changes are contemplated to the policy:

1. “The initial equity grant to a new Board member will vest over 

three (3) years (instead of the current 1-year vest);”

2. “Within two (2) years of adoption of the amended Policy, and 

through his/her tenure, each non-employee director agrees to 

hold Ionis equity in an amount no less than five times (5x) the 

annual base cash retainer;” and

3. “The Compensation Committee will annually review the set of 

peer companies, with input from the Company’s independent 

compensation consultant.”39

These terms are to remain in place for three years.

Schumacher asserts that these benefits are worth approximately $4.93 

million to $9.29 million to the Company, relying on a report prepared by Cynthia 

L. Jones, CFA.40 Jones opines that but for the settlement, Ionis would have paid its 

ten incumbent directors $500,000 in total equity compensation and “two new 

directors” $1,000,000 in total equity compensation, resulting in total equity 

38 Schumacher Action Dkt. 76 (“Governance Enhancements”) ¶ 1(a).

39 Id. ¶¶ 1(b)-(d).

40 Schumacher Br. 24 n.4; Schumacher Action Dkt. 36 (“Norton Aff.”) Ex. E (“Jones 

Rep.”).
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compensation of $7,000,000 per year.41 Jones compares that figure to the 

$450,000 limit on equity compensation set by the settlement multiplied by ten 

directors, since “the Company agree[d] to maintain the size of the Ionis Board at 

no more than ten (10) members.”42 

Jones’s analysis suffers from numerous problems.

43

 For one, Jones assumes 

that Ionis will pay each director equity compensation equivalent to the preexisting 

caps. But Ionis has previously paid less. In fiscal 2021, for example, the “grant 

date fair value of annual awards” to directors “did not exceed $500,000.”44 For 

another, Jones’s assumption that Ionis would have paid its two new directors 

$1,000,000 each is unsupported.45 Initial equity awards were already limited to 

1.5x the amount of annual equity awards, which were capped at $500,000. Thus, 

the maximum initial equity award could not exceed $750,000.46 

41 Jones Rep. ¶ 6.

42 Governance Enhancements ¶ 2; see Jones Rep. ¶ 7.

43 Cf. Solak v. Sato, C.A. No. 2020-0775-JTL, at 45 (Del. Ch. Apr. 21, 2021) 

(TRANSCRIPT) (rejecting an analysis by Cynthia Jones as “pie-in-the-sky” and not 

“convincing”); Alvarado v. Lynch, C.A. No. 2020-0237-LWW, at 27 (Del. Ch. June 21, 

2021) (TRANSCRIPT) (attributing little weight to an analysis by Cynthia Jones, which 

used the highest median compensation in the relevant time period yielding an “inflated” 

calculation of the benefit achieved by a settlement).

44 Ionis Pharmaceuticals, Inc., Schedule 14A, at 67 (Apr. 20, 2022).

45 Jones Rep. ¶ 6. 

46 Ionis Pharmaceuticals, Inc., Schedule 14A, at 67 (Apr. 20, 2022).
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If Ionis were to award the maximum amount of equity compensation in the 

first year the settlement was in place, the two new directors would receive $75,000 

less each and the eight other directors would receive $50,000 less each. This totals 

to a maximum savings of $550,000 in year one.47 After that, the maximum savings 

would be $500,000 for each of year two and year three.48 Across the three years

the settlement terms will be in effect, this equates—at most—to a reduction of 

$1,550,000 in director equity compensation. 

Schumacher’s assertion that the settlement supplies a concrete monetary 

benefit to Ionis is also flawed. The Schumacher Complaint alleged that the total 

non-employee director compensation was excessive—not just equity 

compensation. Yet the settlement only addresses equity compensation; it does not

cap other forms of compensation. It is unclear whether the settlement will 

meaningfully reduce non-employee director compensation overall.49 

Even generously accepting this $1,550,000 value, the award sought is 

extreme. Schumacher’s counsel seeks a fee award of $475,000—or 30.6% of the 

47 ($500,000 * 8) – ($450,000 * 8) = $400,000 for existing directors. ($750,000 * 2) –

($675,000 * 2) = $150,000 for new directors.

48 ($500,000 * 10) – ($450,000 * 10) = $500,000 per year.

49 Cf. Steinberg v. Casey, C.A. No. 10190-CB at 35-36 (Del. Ch. Dec. 9, 2015) 

(TRANSCRIPT) (questioning whether a cap on equity compensation was beneficial 

where there was no cap on cash compensation, which could allow “leakage” whereby the 

company could pay additional compensation in cash or another form in the future).
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quantifiable benefit. This well exceeds the range supportable for a case that was 

swiftly resolved.

50

 A percentage of the benefit approach (to the extent one is 

appropriate here) suggests that a fee in the range of $155,000 to $232,500 would 

be supportable.

51

 

The other purported governance enhancements are less significant. Some

provide modest improvements aimed at the harms alleged in the Schumacher 

Complaint. Specifically, initial equity awards vesting over three years rather than 

one and requiring each non-employee director to hold Ionis equity in an amount no 

less than five times the annual base cash retainer provide only modest reforms.52 

Other purported enhancements concern actions the Board was already taking. For 

example, the Board had ten members and the Compensation Committee annually 

reviews Ionis’s peer companies with input from a compensation consultant.53 The 

final term is for Ionis to disclose “any ‘Golden Leash’ arrangements,”54 but it is not 

50 See Ams. Mining Corp., 51 A.3d at1260 (explaining, in the context of common fund 

settlements, that percentages above 25% are “warranted when cases progress to a posttrial adjudication”).

51 Id. at 1259 (“When a case settles early, the Court of Chancery tends to award 10-15% 

of the monetary benefit conferred.”).

52 Governance Enhancements ¶¶ 1(b), (c). The latter term needs only be adopted within 

two years, meaning that it might be in place for just one year.

53 Id.¶¶ 1(d), 2; see Ionis Pharmaceuticals, Inc., Form 10-K, at 89 (Feb. 22, 2023) (listing

ten board members).

54 Governance Enhancements ¶ 3.
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apparent how this is different from the Company’s current disclosure obligations 

and policies. These mild therapeutic benefits support a $50,000 fee, bringing the 

total range to $205,000 to $282,500.

A reduction of the $475,000 sought is also supported by the remaining 

Sugarland factors. The case was low risk, settled early, and was neither difficult 

nor complicated. It “‘offered a ready-made settlement opportunity’ and was filed 

‘with an obvious and well-marked exit in sight.’”55

The lodestar of Schumacher’s counsel serves as a useful cross-check.56 

Schumacher’s counsel at Newman Ferrera LLP incurred 289.7 hours of time on the 

matter. Although the total does not exclude hours incurred after the Settlement 

Stipulation was filed, counsel estimates that approximately 90% was pre-signing 

(or about 260.7 hours).57 This equates to a lodestar of approximately $200,000. 

Delaware counsel incurred 16.4 hours of time on the matter, which also does not 

55 Sciabacucchi v. Howley, 2023 WL 4345406, at *5 (Del. Ch. July 3, 2023) (quoting In 

re Emerson Radio S’holder Deriv. Litig., 2011 WL 1135006, at *6 (Del. Ch. Mar. 28, 

2011)); see Knight v. Miller, 2023 WL 3750376, at *7 (Del. Ch. June 1, 2023) (“Since 

[Investors Bancorp], the Court of Chancery has had a steady diet of breach of fiduciary 

duty suits regarding allegedly excessive director compensation.”).

56 See Brinckerhoff v. Texas E. Prods. Pipeline Co., LLC, 986 A.2d 370, 396-97 (Del. Ch. 

2010).

57 Norton Aff. ¶ 74; see Hr’g Tr. 39.
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segregate time after the Settlement Stipulation was filed.58 Assuming the same 

90% breakdown (or 14.76 hours), Delaware counsel’s lodestar is approximately 

$11,808—for a total lodestar of $211,808. A fee at the high end of the range 

calculated above indicates a multiplier of 1.3x and an hourly rate of $1025.56, 

which exceeds the highest partner rate billed on the matter.59 Expenses total 

$6,387.78.

60

For these reasons, Schumacher’s counsel is awarded an all-in fee and 

expense award of $282,500, which is at the top of the calculated range. 

Considering the lodestar as a cross-check, this fee provides counsel with a 

premium for their efforts and is generous considering the procedural history and 

“squishi[ness]” of the settlement benefits.

61 It is also in line with precedent 

resolving claims for non-employee director compensation for modest therapeutic 

benefits.62 

58 Schumacher Action Dkt. 37 (“Bennett Aff.”) ¶ 5.

59 Norton Aff. ¶ 74 (listing the highest partner rate at $950 per hour); see Howley, 2023 

WL 4345406, at *6 (concluding that an award for the early settlement of an action for 

therapeutic benefits was appropriate where it “exceed[ed] the billing rate of every 

attorney representing the plaintiff in th[e] action”).

60 Bennett Aff. ¶ 7; Norton Aff. ¶ 79.

61 See Steinberg, C.A. No. 10190-CB at 36 (describing the settlement as “squishier” than 

what counsel quantified given the potential for leakage).

62 E.g., Sato, C.A. No. 2020-0775-JTL, at 42-44, 51(awarding $300,000 for “mild” 

benefits in exchange for the release of claims based on the allegation that non-employee 
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B. Cohen’s Application

Cohen’s counsel seeks a separate fee award for the benefits he asserts were 

achieved through the Amended Settlement Stipulation. These benefits concern the 

following “disclosure enhancements” that will be addressed in Ionis’s annual 

proxy statements: 

1. “The proxy statements shall disclose (1) if a compensation 

consultant was retained; (2) the identity of the compensation 

consultant; (3) any compensation paid to the compensation 

consultant; and (4) any final written recommendation made by 

the compensation consultant regarding the amounts of 

nonemployee director compensation;”

2. “[T]he proxy statements shall disclose a detailed description of 

the material terms of the Director Compensation Policy, and the 

methodology for formulating the new director compensation 

plan and determining the peer group;”

3. “The proxy statements shall identify the constituents of the 

[Company’s] [p]eer [g]roup;” and

director compensation exceeded the average of the company’s peers); Solak v. Huff, C.A. 

No. 2022-0400-LWW, at 38 (Del. Ch. Jan. 11, 2023) (TRANSCRIPT) (awarding 

$160,000 for reduction in non-employee director compensation). Higher fee awards were 

granted in certain lawsuits that came earlier in the wave of cases challenging nonemployee director compensation and procured meaningful benefits for the nominal 

defendants. E.g., In re Salesforce.com, Inc. Deriv. Litig., C.A. No. 2018-0922-ABG

(Del. Ch. Dec. 17, 2019) (TRANSCRIPT). Such fee awards have trended downward. 

Cf. supra note 55.
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4. “The proxy statements shall disclose and explain any 

compensation paid to non-employee directors outside of the 

Director Compensation Policy.”63

These disclosure-related benefits do not “seem to add meaningfully to what 

the company is already disclosing or needs to disclose.”64 Only two seem to 

require additional, potentially useful information: the requirements to disclose “any 

final written recommendation made by the compensation consultant regarding the

amounts of non-employee director compensation” and the specifics of how the 

plan and peer group were formulated.

Cohen requests $75,000 for these benefits (along with a fixed 

implementation deadline for the settlement benefits).65 Since—at most—twothirds of the “disclosure enhancements” seem to modestly improve on what the 

company was already doing, Cohen’s counsel will be awarded a corresponding 

amount of the fee sought: $50,000. The other Sugarland factors support this 

downward departure for the same reasons addressed regarding Schumacher.66

63 Governance Enhancements ¶ 1(e).

64 Huff, C.A. 2022-0400-LWW, at 28.

65 The original Settlement Stipulation required implementation “as soon as practicable.” 

The Amended Settlement Stipulation requires implementation within 10 business days of 

the court entering an order & final judgment. It is not apparent whether the two 

timeframes would have been meaningfully different, and I attribute no weight to this 

purported benefit.

66 See supra note 55 and accompanying text.
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It is not useful to use the lodestar as a cross-check here. Cohen’s counsel 

avers that they spent 450.25 hours litigating the claims.67 This is undue for a 

lawsuit brought after the Settlement Stipulation was filed in the Schumacher 

Action and surely includes time that Cohen’s counsel spent unnecessarily 

obfuscating and complicating proceedings.

68

 

For similar reasons, I decline Cohen’s request for a $1,500 incentive award. 

Based on my observations, representative plaintiffs have regularly been requesting 

incentive awards in settlements—despite the “presumption” against such 

bonuses.

69

 Sometimes, an award is appropriate because the plaintiff imparted time 

and expertise “beyond that provided by a typical plaintiff.”70 Here, Cohen did not 

undertake efforts above the baseline expected of litigants in this court. He is not 

67 Cohen Br. 26.

68 See supra notes 11-20 and accompanying text.

69 Raider v. Sunderland, 2006 WL 75310, at *2 (Del. Ch. Jan. 4, 2006); Oliver v. Boston 

Univ., 2009 WL 1515607, at *1 (Del. Ch. May 29, 2009) (stating that incentive awards 

“should be rare” and only granted “in the exceptional case”).

70 Raider, 2006 WL 75310, at *2 (awarding a “bonus payment” to a lead plaintiff who 

“spent over 200 hours of his time on th[e] matter over a period of five years continually 

communicating with class counsel, investigating independently, providing analysis and 

expertise, reviewing documents, being deposed, negotiating the class settlement 

(including active direction and instruction to class counsel) and negotiating class 

counsel’s fees”).
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entitled to a bonus for “review[ing] all of the pleadings and motions,” “sp[eaking] 

with counsel,” and “agree[ing] to the [s]ettlement.”71

III. CONCLUSION

Schumacher’s counsel is awarded $282,500. Cohen’s counsel is awarded 

$50,000. Cohen’s request for an incentive award is denied.

To the extent necessary for this decision to take effect, IT IS SO 

ORDERED.

Sincerely yours,

/s/ Lori W. Will

Lori W. Will

Vice Chancellor

71 Cohen Br. 28.