Full opinion text
OPINION WALLS, District Judge. Pursuant to Federal Rule of Civil Procedure 23(e), Lead Plaintiffs, the New York State Common Retirement Fund (“NYSCRF”), the California Public Employees’ Retirement System (“CalPERS”) and the New York City Pension Fund (“NYCPF”), move for (i) approval of two settlements, one with Cendant Corporation (“Cendant”) and the HFS Individual Defendants named below, and one with Ernst & Young LLP (“E & Y”), and (ii) approval of the Plan of Alocation of the Net Settlement Fund. The Cendant settlement provides for a payment to the class of $2,851,500,000 in cash, provides for additional payment to the class from Cendant and the HFS Individual Defendants in the event they recover damages in their suits against E & Y — 50% of any recovery — and imposes certain corporate governance changes on Cendant. The E & Y settlement provides for a cash payment of $335,000,000 to the class. For the reasons stated, the settlements and Plan of Alocation are approved. A The Action Cendant was formed by the merger of CUC International, Inc. (“CUC”) and HFS Incorporated (“HFS”) on December 17, 1997. CUC, the surviving corporation, was renamed Cendant after the merger. Holders of HFS common stock were issued shares of CUC common stock pursuant to a Registration Statement dated August 28, 1997 (“Registration Statement”) and a Joint Proxy Statement/Prospectus. Am. Compl. ¶ 33. On March 31, 1998, Cendant filed its Form 1,0-K Annual Report with the SEC including its 1997 financial statements. Two weeks later, after the close of the stock market on April 15, 1998, Cendant announced that it had discovered accounting irregularities in certain former CUC business units. As a result, it announced that it expected to restate its annual and quarterly financial statements for 1997 and possibly for earlier periods as well. The next day, Cendant’s stock fell 47%, from $35-5/8 to $19-1/16 per share. Shareholder suits were then filed in this and other districts against Cendant, its officers and directors, and other parties including E & Y. E & Y had acted as CUC’s independent public accountant from 1983 through the formation of Cendant, and post-merger audited the financial statements of Cen-dant Membership Services (“CMS”), a wholly-owned subsidiary of Cendant, for the year ended December 31, 1997. These financial statements of CMS were consolidated into Cendant’s financial statements and included in Cendant’s Form 10-K for the 1997 fiscal year. On July 14, 1998, Cendant announced that it would also restate CUC’s annual and quarterly financial statements for 1995 and 1996. Following this announcement, Cendant’s stock fell by another 9% to $15-11/16 per share. Finally, on August 28, 1998, Cendant filed with the SEC a report prepared by Willkie Farr & Gallagher (“WF & G”), the law firm it had engaged to perform an independent investigation, which disclosed, among other things, that Cendant would restate its 1995, 1996, and 1997 financial statements by approximately $500 million. Cendant’s stock then fell 11% to $11-5/8 on August 31, 1998, the first trading day after Cendant’s disclosure of the audit report. Following the selection of Lead Plaintiffs and approval of Lead Counsel (the process is addressed in companion opinion discussing Lead Counsel’s fee request), on December 14,1998, Lead Plaintiffs filed an amended and consolidated class action complaint on behalf of all persons and entities who purchased or acquired Cen-dant or CUC publicly traded securities, excluding PRIDES, during the period of May 31, 1995 through August 28, 1998 (the “class period”), and were injured thereby. Concurrently, plaintiffs filed a motion for class certification, granted on January 27, 1999. The Amended Complaint named as defendants Cendant, E & Y, and individual officers and directors of Cendant, CUC, and HFS. Lead Plaintiffs alleged that defendants Walter A. Forbes, E. Kirk Shelton, Christopher K. McLeod, Cosmo Co-rigliano, and Anne M. Pember, officers of CUC before the merger, reviewed or were aware of the false and misleading statements alleged in the complaint, and “were in a position to control or influence their contents or otherwise cause corrective or accurate disclosures to have been made.” Am. Compl. ¶¶ 16-17. The complaint asserted that the following defendants, together with defendants Walter Forbes, Shelton, and McLeod, were members of CUC’s Board of Directors before the merger, signed the Registration Statement, and were named therein as directors of Cendant upon the completion of the merger: Burton C. Perfit, T. Barnes Don-nelley, Stephen A. Greyser, Kenneth A. Williams, Barlett Burnap, Robert R. Rit-tereiser, and Stanley M. Rumbough, Jr. Id. at ¶ 18 (all of the named officers and directors of CUC are referred to collectively as the “CUC Individual Defendants”). The following defendants, except Scott Forbes, were directors of HFS before the merger and were named in the Registration Statement as directors of Cendant upon the completion of the merger: Henry R. Silverman, John D. Snod-grass, Michael P. Monaco, James E. Buck-man, Scott E. Forbes, Steven P. Holmes, Robert D. Kunisch, Leonard S. Coleman, Christel DeHaan, Martin L. Edelman, Brian Mulroney, Robert E. Nederlander, Robert W. Pittman, E. John Rosenwald, Jr., Leonard Schutzman, and Robert F. Smith (collectively, the “HFS Individual Defendants”). Scott Forbes served as the Senior Vice President-Finance of HFS and then Cendant from August 24, 1993 to April 15, 1998, and later the Executive Vice President and Chief Accounting Officer of Cendant. Plaintiffs claimed that defendants made several materially false and misleading statements during the class period. Plaintiffs alleged that a number of CUC and Cendant’s filings with the SEC from June 1995 through April 1998 were materially false and misleading as were their press releases from May 31, 1995 through June 2, 1998 in which they announced their quarterly and annual earnings. Am. Compl. ¶¶ 66-67. These press releases and SEC filings, according to plaintiffs, contained or incorporated by reference Cendant and CUC financial statements that were not prepared in conformity with Generally Accepted Accounting Principles (“GAAP”) and contained other assertions that were materially false and misleading. Am. Compl. ¶¶ 68-82. In particular’, plaintiffs alleged that Cendant and CUC overstated their revenues, net income, and operating income for the 1995,1996, and 1997 fiscal years through various improper accounting practices. These included manipulation of merger reserves (reserves created which consist of the anticipated future costs of a business combination), irregular revenue recognition practices, CUC’s improper accounting for membership cancellations, as well as a number of other improper accounting practices by CUC and its subsidiaries including Comp-U-Card. Am. Compl. ¶¶ 71-78. In addition, plaintiffs asserted that the August 28, 1997 Registration Statement and the Joint Proxy Statement/Prospee-tus were materially false and misleading because of the financial statements incorporated by reference therein, misrepresentations contained in the Merger Agreement which was an appendix to the Joint Proxy StatemenVProspectus, and misrepresentations regarding the “due diligence” conducted by HFS in connection with the merger. Am. Compl. ¶¶ 86-102. The complaint further maintained that E & Y failed to audit CUC’s annual and quarterly reports for 1995, 1996, and 1997 in accordance with Generally Accepted Auditing Standards (“GAAS”) and review standards established by the American Institute of Certified Public Accountants (the “AICPA”). Am. Compl. ¶ 7. Plaintiffs claimed that E & Y’s misrepresentations included: its assertions in its certifications that it had audited CUC’s financial statement in accordance with GAAS; that it had planned and performed those audits to obtain reasonable assurance that the financial statements were free of material misstatements; that in its opinion, CUC’s financial statements presented CUC’s financial position fairly, in conformity with GAAP; and that its audits provided a “reasonable basis” for its opinions. Am. Compl. ¶ 134. Plaintiffs plead that all defendants violated § 11 of the Securities Act of 1933 (the “Securities Act”), 15 U.S.C. § 77k; that Cendant violated § 12(a)(2) of the Securities Act, 15 U.S.C. § 77J(a)(2); that defendants Walter Forbes, Shelton, McLeod, and Corigliano violated § 15 of the Securities Act, 15 U.S.C. § 77o; that defendants Cendant, Walter Forbes, Shelton, McLeod, Corigliano, Pember, Silver-man, Snodgrass, Monaco, Buckman, Scott Forbes, and E & Y violated § 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78j(b) and Rule 10b-5, 17 C.F.R. § 240.10b — 5; that defendants Walter Forbes, Shelton, McLeod, Corigliano, Pember, Silverman, Snodgrass, Monaco, Buckman, and Scott Forbes violated § 20(a) of the Exchange Act, 15 U.S.C. § 78t(a); that defendants Walter Forbes, Shelton, McLeod, Corigliano, Sil-verman, Snodgrass, and Buekman violated § 20A of the Exchange Act, 15 U.S.C. § 78W1; and that Cendant, the HFS Individual Defendants except Scott Forbes, and the CUC Individual Defendants except Pember violated § 14(a) of the Exchange Act, 15 U.S.C. § 78n(a) and Rule 14a-9, 17 C.F.R. § 240.14a-9. Lead Plaintiffs successfully defended this Amended Complaint against defendants’ motions to dismiss. In July 1999, the Court denied all motions except for E & Y’s to dismiss plaintiffs’ Section 10(b) and Rule 10b-5 claims against it for stock purchases made after April 15, 1998. See In re Cendant Corp. Litig., 60 F.Supp.2d 354 (D.N.J.1999). B. Lead Plaintiffs ’ Argument In Support of Settlement 1. The Settlements Cendant’s $2.8 billion payment represents approximately 37% of Lead Plaintiffs’ estimate of reasonable compensation damages of $8.5-8.8 billion, and over 58% of Cendant’s estimated damages. Joint Deck ¶ 131. This settlement provides for potential additional recovery for the class of 50% of any net recovery that Cendant or the HFS Defendants receive in any litigation against E & Y. Further, through the settlement Cendant is bound to institute significant corporate governance improvements. In exchange, the class agrees to release: “all claims that were, or could have been, brought against the CUC Defendants (who were not parties to the Stipulation), Cendant, and the HFS Individual Defendants.” Lead Counsel continue: Inclusion of the CUC Individual Defendants was a non-negotiable condition of the Cendant Settlement. Cendant insisted that (i) it did not want lingering cross or indemnity claims against the Company made by any CUC Individual Defendant; and (ii) it was necessary to preserve claims against those individuals, who are not settling parties, and against the liability insurance policies covering those individuals, to the maximum extent allowed by law. Lead Plaintiffs and Lead Counsel believe that such a condition was reasonable, and agreed to it in order to obtain the outstanding recovery for the Class. The entire amount of the Cendant settlement will earn interest for the class beginning on the earlier of August 20, 2000 or five days after settlement approval. The amount will be paid into an escrow account within 120 days after the approval becomes final. The E & Y settlement of $335 million “is the largest amount ever paid by an accounting firm in a securities class action.” Brf. at 1. It earns interest for the benefit of the class as of April 14, 2000. The settlement amount and any interest will be deposited into escrow no later than 90 days after settlement approval. 2. The Plan of Allocation The plan calculates loss amounts per Cendant share, note, or option for each day in the class period, based on the amount of artificial inflation caused by CUC and Cendant’s issuance of materially false and misleading financial statements and other financial information. Each shareholder’s settlement payment, then, depends on the date his or her shares were acquired (and, if applicable, sold). See Section G, below. Those who obtained Cendant’s publicly traded securities after April 15, 1998 will not receive payment from the E & Y settlement amount because the Court has dismissed all claims against E & Y for class members who purchased after this date. These purchasers, however, will receive payment from the Cendant settlement. Further, the plan recognizes Section 11 claims of those who acquired Cendant common stock in exchange for HFS shares at merger. The interests of these class members will be calculated under the damages provision of Section 11. See n. 10. If Section 11 damages are greater than losses determined under Section 10(b), a plaintiff will receive Section 11 statutory damages, if not, he or she will receive Section 10(b) damages. 3. Assessment Lead Plaintiffs assert that the proposed settlements are fair, reasonable and adequate and should be approved by the Court. See In re General Motors Corp. Pick-Up Truck Fuel Tank Prods. Liab. Litig., 55 F.3d 768 (3d Cir.1995). Factors to be considered are: (1) the complexity, expense, and likely duration of the litigation ...; (2) the reaction of the class to the settlement ...; (3) the stage of the proceedings and the amount of discovery completed ...; (4) the risks of establishing liability ...; (5) the risks of establishing damages ...; (6) the risks of maintaining the class action through the trial ...; (7) the ability of the defendants to withstand a greater judgment; (8) the range of reasonableness of the settlement fund in light of the best possible recovery ...; [and] (9) the range of reasonableness of the settlement fund to a possible recovery in light of all the attendant risks of litigation. Girsh v. Jepson, 521 F.2d 153, 157 (3d Cir.1975); see also Coffee Decl. ¶ 17. In regard to the first factor, Lead Plaintiffs assert that the claims “involve!] numerous complex legal and technical accounting issues.” Additionally, “because this case settled prior to the taking of depositions and pre-trial preparation, there is no question that continued litigation would have greatly increased the expense and duration of this action.” Brf. at 13; see also In re Ikon Office Solutions, Inc. Securities Litig., 194 F.R.D. 166 (E.D.Pa.2000), cited in Coffee Decl. ¶ 17 (“in the absence of a settlement, this action will likely extend for months or even years longer”). Finally, even if a larger judgment were received at trial, additional delay would likely occur through the appellate process. The second factor is linked to the number of objectors to settlement. Here, out of 478,000 notices of settlement sent, three class members object to the settlements (Tere Throenle, Betty Duncan (to the E & Y settlement) and Robert and Janice Davidson (objecting on behalf of themselves and various trusts)). An additional class member objects to the Plan of Allocation (Ann Mark). Two other objections by non-class members were filed, one by Martin Deutch, derivative action plaintiff, and the other by the State Board of Administration of Florida. Lead Plaintiffs state that the four class member objectors “collectively have losses constituting less than 1/10,000 of 1% of the Class’s damages.” Reply Brf. at 2. The objectors’ holdings are described: • Tere Throenle purchased 100 shares of Cendant stock on April 17, 1998 and lost approximately $600; • Betty Duncan, trustee of the Esther J. Johnston Trust, bought an unspecified number of CUC 3% Notes and claims a $1,294 loss; • The Davidsons, as individuals and trustees, received CUC stock in July 1996 when their business was merged into the company, “and by year end had sold over 80% of it for $635 million — most of that profit”; • Ann Mark exchanged 100 HFS shares for 240 CUC shares in the merger and also purchased 400 shares in the open market. Lead Plaintiffs add “[p]erhaps most telling is the reaction of institutional investors to the settlements.... Here, not one of the over 1,700 institutional investors [who owned between 78% and 98% of Cendant stock during the class period] in the Class has objected to the Settlements.” Id. at 8. Lead Plaintiffs conclude: “The class’s near unanimous support of the Settlements confirms the superior results achieved by Lead Plaintiffs and Lead Counsel.” Id. at 3; see also Miller Decl. ¶ 16. The objections and Lead Plaintiffs’ responses are discussed below. The third factor looks to the stage of the proceedings. Here, Lead Counsel contend that they “conducted a thorough and efficient investigation and analysis” of all claims. As example, they hired a damages expert and an investment banking expert to evaluate Cendant’s ability to contribute to settlement. See Joint Decl. ¶¶ 112-17. They conclude “this case had advanced to a stage where the parties ‘certainly [had] a clear view of the strengths and weaknesses of their cases.’ ” Brf. at 16 (quoting In re Warner Communications Securities Litig., 618 F.Supp. 735, 745 (S.D.N.Y.1985), aff'd, 798 F.2d 35 (2d Cir.1986)). Lead Plaintiffs next address the fourth factor — the risks of establishing liability: While Lead Counsel believe there is substantial evidence to support the Class’s claims ... the complexities and uncertainties of this litigation clearly warrant approval of the Settlements. In particular ... the claims against E & Y and all but two of the Individual Defendants were less [strong]. Brf. at 16-17. Moreover, because of the Private Securities Litigation Reform Act’s prohibition against collection of damages in excess of a defendant’s determined La-bility, “a key factor for Lead Plaintiffs and Lead Counsel was the proportion of liability a jury was likely to assess against Cendant, E & Y and the 28 Individual Defendants.” See 15 U.S.C. § 78u-4(f); see generally The Private Securities Litigation Reform Act (“PSLRA”), 15 U.S.C. §§ 77k, 1% 77zl, 77z-2, 78j-l, 78t, 78u, 78u-4, & 78u-5. Lead Plaintiffs add that the difficulty of establishing E & Y’s liability is even greater due to defenses accorded to accounting firms under the PSLRA. See Coffee Deck ¶ 17(c). As for the director-defendants, “of the 28 Individual Defendants, 18 were non-employee, or ‘outside’ directors of Cendant who were named as defendants only on claims charging violations of Section 11 of the Securities Act and Section 14 of the Securities Exchange Act.” Brf. at 18. And these outside director-defendants possess a “due diligence” defense. Joint Deck ¶ 131. Moreover, the HFS inside directors could assert this defense to Section 11 and Section 14 claims. Finally, “[o]f the five CUC Individual Defendants who were not outside directors ... only [two] were identified by the Investigation as having played an active role” in the fraud. Brf. at 19. With reference to the fifth factor, the risks of establishing damages, Lead Plaintiffs remark that Cendant and E & Y vigorously disputed plaintiffs’ expert’s conclusion that the maximum class damages total approximately $8.5 billion. Plaintiffs conclude that proof of damages at trial would, at best, result in a battle of experts with unpredictable results. Although Lead Plaintiffs detail why defendants would be unable to withstand a greater judgment (the seventh settlement factor), their position can be summed up in three words — “Pennzoil vs. Texaco.” In 1985, Pennzoil obtained an $11.1 billion judgment in Texas state court against Texaco for interference with contract. Texaco was unable to post bond for appeal equal to the entire amount. It instead sought bankruptcy protection and Pennzoil eventually agreed to accept a $3 billion settlement. Lead Plaintiffs allege that even if the maximum recovery were obtained at trial, Cendant would be unable to post the necessary bond for appeal, let alone pay the amount to the class. Lead Plaintiffs next address the final factors concerned with the range of reasonableness of the settlement(s). They repeat that the current recovery is 37% of their expert’s maximum recoverable damages, which could rise if Cendant or the HFS Defendants obtain additional recovery from E & Y. They add that the recovery includes corporate governance reforms that “would not have been available remedies ... under the federal securities laws ... and were obtained without sacrificing any monetary award.” Brf. at 24. Plaintiffs’ reply brief expands their argument that 37% of the maximum damages is a “superior result.” Reply Brf. at 5. They refer to a study of 377 securities class action settlements between January 1991 and June 1996 made by the National Economic Research Association, Inc. (“NERA”), which “revealed that the average settlement comprises between 9% and 14% of plaintiffs’ claimed damages.” Denise Martin et al., National Econ. Research Ass’n, Recent Trends IV: What Explains Filings and Settlements in Shareholder Class Actions 10-11 (NERA 1996). See also In re Prudential Securities, Inc. L.P. Litig., MDL No. 1005, 1995 WL 798907 (S.D.N.Y.1995) (approving settlement of between 1.6% and 5% of claimed damages); In re Crazy Eddie Securities Litig., 824 F.Supp. 320 (E.D.N.Y.1993) (settlement of between 6% and 10% of damages); In re Michael Milken & Assocs. Securities Litig., 150 F.R.D. 57 (S.D.N.Y.1993) (7.5%). Aternatively, they propose that reasonableness of settlements may be evaluated by determining the corporate payor’s contribution as a percentage of its market capitalization. According to plaintiffs, Cendant’s $2.85 billion contribution represents 21% of its 1999 average capitalization and 27% of its July 19, 2000 market capitalization. (Plaintiffs’ full amount of damages — between $8.5 billion and $8.8 billion — represents approximately 95% of Cendant’s market capitalization of $9.21 billion as of the close of trading August 10, 2000.) By contrast, mega-fund settlements which involved companies with capi-talizations of over $1 billion ranged from 1% (In re Waste Management, Inc., No. 97-7709, 1999 WL 967012 (N.D.Ill.1999)) to 7.6% (In re Informix Corp. Securities Litig., No. 97-1289 (N.D.Cal.1999)) of total capitalization. Reply Brf. at 6-7. A securities case in the Eastern District of Pennsylvania, In re Ikon Office Solutions, Inc. Securities Litig., 194 F.R.D. 166 (E.D.Pa.2000), recently settled for 6.2% of IKON’s average 1999 market capitalization of $1.8 billion and between 5.2% and 8.7% of over $1 billion in claimed damages. Lead Plaintiffs add “a final yardstick in considering the quality of a settlement is how much was available from insurance to cover the claims.” Here, they state that the $3.18 billion total settlement is 12 times available insurance coverage. In contrast, the NERA report determined that class actions settlements typically amount to 3.4 times total insurance proceeds. Reply Brf. at 7. They then address approval of the Plan of Alocation, “governed by the same standards of review applicable to the approval of the settlement as a whole: the plan must be fair, reasonable and adequate.” In re Oracle Securities Litig., [1994-1995 Transfer Binder] Fed. Sec. L. Rep. (CCH) ¶ 98,355 at 90,446 (N.D. Cal. June 18, 1994) (Walker, J.). This plan is briefly explained above. Lead Plaintiffs, relying on the work of Forensic Economies, Inc., assert that this plan is fair, reasonable and adequate and should be approved. C. E &, Y’s Brief in Support E & Y’s brief in support of settlement focuses mainly on the risks of establishing liability and damages against it. In a preview of what will surely be argued in the Cendant-E & Y suit, the accounting firm stresses that it too was a victim of Cen-dant’s fraud: “Plaintiffs would face daunting, and perhaps insurmountable, hurdles in attempting to prove at trial that E & Y should be liable for Cendant’s admitted fraud.” E & Y Brf. at 11. It agrees with Lead Plaintiffs that the estimation of damages at trial would lead to a battle of experts. Further, it asserts that “E & Y’s proportional share of plaintiffs’ damages is exceedingly small.” Id. at 13. In all other respects, E & Y agrees with Lead Plaintiffs’ assertions regarding the reasonableness of settlement. D. Objectors to Settlement Derivative Plaintiff Derivative plaintiff, Martin Deuteh, objects to the settlement both as a current shareholder whose interest in Cendant will allegedly be diminished as a result of settlement and as derivative plaintiff whose derivative claims will arguably be diminished by settlement. He objects on the following grounds: • The notice of settlement is defective because it does not inform shareholders that (a) certain derivative claims will be “compromised” and (b) contribution claims by Cendant against at least the HFS Individual Defendants will be barred. • Approval of the settlement violates due process because it compromises certain derivative claims “even though the interests of the Derivative Plaintiff, the Company, and its current shareholders in those claims are not adequately represented in the class action.” • The settlement fails to allocate Cen-dant’s payment to the class between Section 10(b) claims and Section 11 claims — critical for determining the value of remaining contribution claims if settlement occurs. • The settlement is “grossly unfair to Cendant and its current shareholders because it likely eviscerates pending state law derivative claims and contribution claims against individual defendants, without any payment by the individual defendants for the release of those claims.” • The settlement is an illegal indemnification. These objections along with Deutch’s motion to intervene to object to settlement under Federal Rule of Civil Procedure 24 are discussed in a separate opinion. See In re Cendant Corp. Securities Litig., 109 F.Supp.2d 235 (D.N.J. 2000). Davidsons Class members Janice and Robert Davidson object to the settlement on behalf of themselves and as trustees of various trusts (collectively “the Davidsons”). The Davidsons argue that given the size of their holdings, their objections “must be given considerable weight.” Dav. Brf. at 4. Their first objection is that Lead Plaintiffs did not adequately represent their interests. They rely on the brief filed by Lead Counsel in a related dispute that contends that Lead Plaintiffs did not believe the Davidsons to be class members. They assert that “[t]he failure of Class counsel to represent and protect the Davidsons’ interests is reason enough to disapprove this Settlement.” Id. at 6 (citing Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 627-28, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997)). Alternatively, they contend that because they acquired shares in connection with the purchase of their business, to effectuate settlement the court must create a subclass to represent their status. Id. They also argue that the proposed settlement is not fair to the class as a whole because members are treated unequally. Here, the settlements and Plan of Allocation are based upon a fraud on the market theory and awards damages commensurate with such a theory. Damages under this theory, however, “have not been shown by the proponents of this Settlement to be the most appropriate for class members who did not receive their shares as a result of market transactions.” Id. at 10. Further, “[t]he Plan of Allocation essentially assumes — without proving-that the fraudulent inflation in CUC’s per share stock price increased constantly throughout the Class period. It therefore assumes in and out purchasers and sellers assumed no damages.” Id. at 8. Moreover, “Shareholders who acquired their shares early in the class period and retained them are penalized in favor of latecomers.” Id. at 11. Additionally, the Davidsons maintain that the proceedings leading to settlement have been deficient as a matter of law because Lead Plaintiffs were chosen when the class consisted of purchasers between May 1997 and April 1998. The class was later opened to those who received shares as early as May 1995 (encompassing the Davidsons). Yet, the Davidsons were never offered Lead Plaintiff status. Finally, they assert that the corporate governance concessions “are entitled to no weight in this Court’s consideration of the Settlement because they provide only illusory benefit to the class members.” Id. at 15. After the hearing of June 28, 2000, the Court allowed the Davidsons to supplement their objections to the Plan of Allocation. They did so. Their objections and Lead Counsel’s response are discussed in detail later. Duncan Betty Duncan, a member of the settlement class who held CUC Notes purchased on November 14, 1997 and sold on November 28, 1998, for loss of $1,294, objects to the settlement. She first objects on behalf of non-institutional private purchasers. She claims that these “smaller” investors “have no commonality or identity of interest in terms of their financial capacity to sustain loss, their degree of investment diversification, or their level of sophistication as investors, with the designated Lead Plaintiffs.” Dun. Brf. at 2. She further objects that other than the unsupported declarations of Lead Counsel as to defendants’ abilities to sustain larger settlements, “this Court has had no opportunity to receive relevant testimony from Lead Counsel’s experts regarding the financial conditions, cash flows, or capacities to withstand greater judgments.” Id. at 4. Moreover, she specifically disagrees with class counsel’s conclusion that E & Y’s payment was reasonable where the firm’s “culpability is clear.” Id. at 5. She takes issue with the settlement notice for two reasons (1) the notice does not inform class members of the tax consequences of the proposed settlements and (2) the notice is not understandable. At the fairness hearing on June 28, 2000, the Court allowed Duncan to expand on her objections to the E & Y settlement. In her second submission, Duncan argues that Cendant’s amended cross-claim against E & Y conclusively demonstrates the firm’s liability to the plaintiff class. She further asserts: “If E & Y is involved in this fraud, they are liable for the full $8.5 billion,” thus the firm’s payment should be at least equal to the $2.8 billion to be paid by Cendant. Dun. Supp. Brf. at 5. She adds that E & Y can and should pay more and attacks plaintiffs’ contention that the $335 million is “reasonable in light of the firm’s financial resources available to satisfy a judgment.” Id. at 6. Finally, she disputes that sufficient discovery into E & Y’s alleged wrongdoing was conducted by Lead Counsel and urges the Court to (1) refuse to approve the settlement at this time because new evidence of E & Y’s liability may surface as the United States Attorneys’ Office conducts its investigation and (2) appoint new class counsel to prosecute the E & Y action. Throenle Tere Throenle, a class member who purchased 100 shares of Cendant stock on April 17, 1998, objects to settlement. She initially claims that the Notice of Settlement was defective in that it denied class members access to crucial information. For example, each settling party did not include a statement which hsted “issues on which the parties disagree.” 15 U.S.C. § 78u-4(a)(7)(B)(ii). The notice only allegedly identified one risk of continued litigation — the PSLRA’s proportionate liability restrictions. Throenle asserts that this “risk” is nonsense because proportionate liability restrictions exist only where a defendant has committed no knowing violation of the law. She argues that this case involves defendants’ knowing violations of the securities acts. She further alleges that the notice stated that additional information was on file with the Clerk of the Court but “the district court clerk flatly refused Throenle’s requests for the brief supporting the proposed settlements.” In addition, Throenle maintains that Lead Plaintiffs have acted only in then-own interests and have abandoned the claims of individual investors. She suggests that Lead Counsel may own interests in Cendant which compromises then-ability to represent the class. She also contends that the corporate governance reforms will not benefit those who no longer own Cendant stock. As for the E & Y settlement, she states “Lead plaintiffs thus propose to trade their solid case against E & Y for half of a mediocre case they do not control.” Brf. at 26. She requests permission to conduct discovery focused on adequacy of representation in order to either create a subclass or appoint new Lead Plaintiffs and Counsel. Throenle also objects to the fee request, discussed in a companion opinion. Mark Ann Mark objects to the Plan of Allocation on the following grounds: • The plan fails to recognize that the Section 11 claims of former HFS shareholders are “materially stronger” than all other claims in the action. • The Section 11 claims possessed by the former HFS shareholders are “virtually identical” to claims held by PRIDES shareholders who settled for nearly 100 cents on the dollar. • The recent case of Amchern Prods, v. Windsor, mandates a strict analysis of competing interests in a class action settlement. Florida The State Board of Administration of Florida and the Teachers Retirement System of Louisiana submit a letter urging the Court to extend the class opt-out deadline. (These objecting parties are not included in the class settlement as they have already opted out and are pm-suing their own actions against Cendant.) They also ask that in settlement the Court direct all parties to the action to “hold all evidentia-ry materials and not destroy them” until all related actions are concluded. E. Response to Objections Lead Plaintiffs respond collectively to objections raised by Throenle, Duncan, the Davidsons, and Mark. In reply to Throenle and Duncan’s contention that the settlements are unfair because both defendants are allegedly capable of paying more, Lead Plaintiffs contend that the objections “misread the relevant standard for settlement approval,” Reply Brf. at 8: “To conclude that the settlement is fair, a Court need not find that defendant paid the last dollar and can not come up with ‘one additional cent, farthing or sou.’ ” Reply Brf. at 8. Admittedly under Girsh, one relevant factor is whether defendant would be capable of sustaining a greater judgment, not greater settlement. Girsh, 521 F.2d at 157. Lead Plaintiffs rely on the declarations of counsel which detail investigations into Cendant and E & Y’s ability to withstand greater judgment. See, e.g., Joint Decl. ¶ 181, Supp. Joint Decl. ¶ 13-14 (detailing Lead Counsel’s investigation into E & Y’s ability to withstand judgment). They add that in order to fund this settlement, Cendant will have to raise money and has already retained the “services of two highly regarded financial advisors” for assistance. Reply Brf. at 8. Lead Plaintiffs amplify their concerns that Cendant would seek bankruptcy protection if it had to pay more — Texaco, for example, “had a much larger market capitalization and greater assets, net worth, revenues and cash flow than Cendant.” They also refer to three other companies forced into bankruptcy by litigation: Manville Corporation (asbestos-related damages of up to $12.5 billion); A.H. Robins, Co. (Daikon Shield litigation with damages of up to $4 billion) and Dow Corning Corporation (silicon breast implant litigation). Lead Plaintiffs add that they fully examined E & Y’s insurance coverage, financial condition, and the details of the Cap Gemini deal — a condition precedent to settlement. This transaction involved the sale of E & Y’s consulting business to Cap Gemini, S.A., in mid-June 2000. According to plaintiffs, “it appears that the Cap Gemini deal does not result in large payments to E & Y’s partners, but rather actually provides relatively little free cash to the partnership.” Reply Brf. at 11. Moreover, they argue that “holding out in hopes of obtaining a greater judgment against E & Y would entail real risk” and this should be factored into consideration of E & Y’s settlement. See Coffee Deck ¶ 17(c) (discussing protections accorded to accounting firms under the PSLRA). The Court permitted Duncan to submit additional briefing of her objections to the E & Y settlement, including the issue of whether E & Y could afford a greater payment to class. E & Y and Lead Plaintiffs responded to amplify their initial contention that all Girsh factors favor approval of the E & Y settlement: First, further prosecution against E & Y would be enormously complex — it would involve interviews of all Cendant and E & Y personnel involved in the preparation of the three annual audits and eight quarterly reviews of Cendant by E & Y; extensive use of experts; and the possibility that a trial jury would exonerate E & Y, see In re Health Management, Inc., No.1996-889 (E.D.N.Y.) (jury found for auditor of company accused of accounting fraud because evidence indicated the company hid fraud from auditor). Lead Plaintiffs add the likely duration of any action would be years, especially if the Court accepts Duncan’s argument that the case against E & Y should wait until any criminal investigations are concluded. Second, Lead Plaintiffs and E & Y repeat that the class reaction is favorable and not one of the large institutional investors has questioned the fairness of the E & Y settlement. Third, plaintiffs dispute Duncan’s contention that insufficient discovery was conducted into E & Y’s role in the alleged fraud: (a) Lead Counsel had access to and reviewed all exhibits to the Audit Committee Report with the assistance of a forensic accountant; (b) they also reviewed 32 boxes of documents produced by Cendant in its third document production; (c) the United States Attorneys’ Office would undoubtedly have sought to stay depositions of any targets of its investigation pursuant to this Court’s Order of July 30, 1999; (d) E & Y’s financial capability to withstand a larger settlement was examined, “which, while not the determining factor in the amount of settlement, certainly was a factor in” accepting a settlement payment of $335 million, Reply at 8; and (e) documents prepared by the government and the SEC do not support Duncan’s call to delay the E & Y settlement — they do not implicate the accounting firm but rather demonstrate that CUC senior management took steps to conceal fraud. Fourth, the risks of establishing liability are great. “[S]uccessful cases against outside accounting firms [are] the exception.” Reply at 13; see, e.g., Health Management, discussed above; Robbins v. Roger Properties, Inc., 116 F.3d 1441 (11th Cir.1997) (verdict against outside accounting firm vacated on appeal). E & Y has at its disposal numerous admissions and documents of record that could be used to show that Cendant “manipulated corporate records to conceal the fraud from E & Y.” Reply at 13. And E & Y also has a Section 11 defense that after reasonable investigation it had reasonable grounds to believe the Registration Statement was not misleading. E & Y concurs with Lead Plaintiffs analysis of the risks of establishing liability and adds that the recent guilty pleas of three former CUC employees only make plaintiffs’ case more difficult: “the fact that these individuals went to such lengths to conceal their actions from CUC shows that E & Y did not participate in the fraud.” E & Y Reply at 4. Moreover, these employees all implicate more senior CUC executives which, according to E & Y, demonstrates how sophisticated the concealment was. See E & Y Reply at 5. Fifth, Lead Plaintiffs expand on the potential damages of E & Y. According to plaintiffs, the total damage to pre-April 1998 class members is $6.2 billion (E & Y is not potentially liable to post-April 15 purchasers). This amount would have to be reduced by the amount paid these purchasers by Cendant — approximately $2.1 of the $2.85 billion settlement, leading to a figure of $4.1 billion. Alternatively, if Duncan’s assertion that Cendant and E & Y are equally responsible for the fraud is followed, E & Y is potentially liable for only $3.1 of the $6.2 billion. Then, at trial, a jury would have to determine: (1) whether E & Y violated the securities laws; (2) what E & Y’s percentage of liability is as compared to all persons (including Cen-dant, the 28 individual defendants, third-party defendants, and non-parties); and (3) whether E & Y knowingly violated the law. (Joint and several liability against E & Y is possible only if a knowing violation is found.) Lead Plaintiffs conclude that in light of these risks, $335 million is an “exceptional” settlement — over 10% of the hypothetical liability of $3.1 billion if Duncan’s assertion of equal liability is adopted. By comparison, plaintiffs state that in two recently settled cases, accounting firms paid less than 4% of damages allegedly attributable to their conduct. See In re Informix Corp. Securities Litig., No.1997-1289 (N.D.Cal.); In re Waste Management, Inc., No.1997-7709 (N.D.Ill.). E & Y also disputes Duncan’s premise that E & Y and Cendant are “equally liable.” It asserts that “E & Y’s proportionate share of liability for the class’s damages necessarily would be miniscule when compared to the confessed liability of Cendant and its officers.” E & Y Reply at 9. Sixth, Lead Plaintiffs assert that Duncan misstates the standard used to evaluate a defendant’s ability to pay: “Under G[i]rsh, the ability to pay factor — which is one of many factors that a court should consider — goes to ability of defendant to pay a potential judgment, not the ability to pay more in settlement.” And “[n]o one, including Duncan, seriously contends that E & Y would have been able to pay a judgment in that amount.” Reply at 19. E & Y agrees and adds that “[h]ere, it is undisputed that any judgment against E & Y for any amount approaching the plaintiffs’ full damages claim would be uncollectable.” E & Y Reply at 10. Finally, counsel state that no further discovery is required, a full investigation has been conducted by Lead Counsel and should not be delayed to see what, if anything, develops in the criminal investigation to implicate E & Y. Duncan’s objections are considered in the Court’s analysis of the Girsh factors. Lead Plaintiffs next address Mark and Throenle’s arguments that 37% of the recovery is unfair because PRIDES settling class members allegedly received 100% of their losses. Initially they assert that “it is not a logical sequitur that a settlement of this case for less than 100%” is unfair or unreasonable. Reply Brf. at 12. They seek to distinguish the PRIDES settlement: (1) the CalPERS class damages are 25 times those suffered by the PRIDES class; (2) the recovery is 10 times the amount of the PRIDES settlement; (3) PRIDES were sold to the public just six weeks before the April 15, 1998 disclosure; (4) the PRIDES settlement was not a cash settlement but a “paper for paper” exchange; (5) the PRIDES claimants received no interest and CalPERS class members’ claims will accrue interest until distribution; (6) PRIDES is a claims-made settlement where unclaimed shares revert to Cendant, here the entire amount will be distributed to class members; (7) the PRIDES settlement involved only Section 11 claims while this settlement involves Section 10(b) and Section 11 claims; and (8) the PRIDES settlement was for securities of uncertain value. Reply Brf. at 12. According to plaintiffs, while the PRIDES were priced at $11.71 each, they have actually traded at that amount for only 4 out of 65 days. As of June 14, 2000, they were valued at $7.25. “PRIDES claimants who still hold Rights today have a settlement representing only 60% of their damages.” For these reasons, Lead Plaintiffs maintain that the PRIDES settlement cannot be used as a measure of reasonableness of this settlement; and, if used, the recovery rates are similar. See n. 8. The Court agrees with most of the reasons stated by Lead Plaintiffs: The Cal-PERS settlement cannot be compared to the PRIDES settlement. In particular, the “paper for paper” exchange and the claims-made settlement differentiate the two. The Court does not agree with “present market” PRIDES valuation criticism for the exchange will not be realized until February 14, 2001, when PRIDES holders will be entitled to exchange then-holdings for Cendant rights at a pre-deter-mined exchange of $11.71, present market fluctuation regardless. See In re Cendant Corp. Prides Litig., 51 F.Supp.2d 537, 540 (D.N.J.1999). But it is significant that CalPERS class members are, instead, receiving an immediate all-cash settlement with none of the settlement fund returning to Cendant. Lead Plaintiffs next address Throenle’s objection that the corporate governance changes were obtained in lieu of additional cash recovery for the class and state that “Throenle is simply making this up.” The joint declaration of Lead Counsel reads “we advised Cendant’s outside counsel, and James E. Buckman, Cen-dant’s General Counsel, that there would [be] no ‘trade off of any monetary recovery for such corporate governance changes” and adds that corporate governance changes were not negotiated “until we had reached agreement in principal on the monetary settlement with Cendant.” Supp. Decl. ¶ 5. Lead Plaintiffs remark that the corporate governance changes are directly related to claims in this case, benefit all Cendant shareholders and make the directors and officers more accountable to prevent similar problems. See Coffee Decl. ¶¶ 82-86. Lead Counsel volunteer that foregoing additional cash recovery for corporate governance changes is inimical to their own interests: Lead Counsel will not receive 8.275% of the hypothetical value of these changes as fee. Coffee Deck ¶ 79. The Court finds that Throenle’s objection regarding the corporate governance changes has no substance. There has not been the slightest indication that the cash portion of the settlement was related to, dependent upon, or intertwined with the governance proposals. Lead Plaintiffs categorize the next set of objections, common to all objectors: Each of the objectors complains that, in prosecuting and settling the Action, Lead Plaintiffs somehow ignored or disfavored him or her, or his or her subgroup. Unsurprisingly, now that the case has concluded, each is sure that he or she would have done a better job, and should now be appointed to “protect” the interests implicated by their claims. Reply Brf. at 17. Lead Plaintiffs rely on this Court’s earlier opinion that “Rule 23(a) does not require that every class member share every factual and legal predicate.” In re Cendant Corp. Litig., 182 F.R.D. 144, 148 (D.N.J.1998). The Court added that the existence of plaintiffs with different holdings “does not justify the appointment of potentially innumerable co-lead plaintiffs” because this “could well hamper the force and focus of the litigation.” Id. Lead Plaintiffs add that unlike cases where classes are certified for settlement only, the composition of the class here was already scrutinized and certified for litigation. This distinguishes the current settlement from cases relied upon by objectors where settlements were rejected because of intraclass conflicts. See Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997); Ortiz v. Fibreboard Corp., 527 U.S. 815, 119 S.Ct. 2295, 144 L.Ed.2d 715 (1999). In these two cases, settlements were rejected because the settlement class contained plaintiffs with competing interests. In Amchem, the Court concluded that as-yet uninjured members “share[d] little in common with the presently injured class members.” 521 U.S. at 624, 117 S.Ct. 2231. The Amchem and. Ortiz settlements were distinguished by the Eighth Circuit in Petrovic v. Amoco Oil Corp., 200 F.3d 1140, 1148 (8th Cir.1999), precisely because they were settlement, not litigation, classes. See also Issacharoff Deck ¶¶ 9-15. Additionally, Petrovic stated that unless the court reviewing settlement finds the “stark conflicts of interest that the Supreme Court discerned in Amchem and Ortiz,” a settlement which contains class members who may recover different amounts is acceptable. 200 F.3d at 1148 (“It seems to us that almost every settlement will involve different awards for various class members.”). Lead Plaintiffs further rely on In re Prudential Insurance Co. of America Sales Practices Litigation, where the Court found that “the named plaintiffs, as well as the members of the proposed class, all have claims arising from the fraudulent scheme perpetrated by Prudential. That overarching scheme is the linchpin [of the complaint], regardless whether each class member alleges a churning claim, a vanishing premium claim, an investment plan claim, or some other injury.” 148 F.3d 283, 311 (3d Cir.1998), cert. denied, 525 U.S. 1114, 119 S.Ct. 890, 142 L.Ed.2d 789 (1999). Moreover, Lead Plaintiffs cite numerous securities cases where classes were approved which alleged injury under more than one securities law provision. Reply Brf. at 22-23. They conclude that even Amchem recognized that “[predominance is a test readily met in certain cases alleging consumer or securities fraud.” Amchem, 521 U.S. at 625, 117 S.Ct. 2231. What thesé objectors who seek subclasses fail to acknowledge is that this action has been proceeding as a class action for the past 20 months. Lead Counsel moved to certify the class in December 1998 and not one of these class members objected (E & Y filed an objection to class certification, later withdrawn). The Court agrees with Lead Plaintiffs that Amchem and Ortiz are readily distinguished because those actions addressed settlement classes — the Amchem and Ortiz courts were presented with the class definition and the settlement simultaneously. Amchem, 521 U.S. at 620, 117 S.Ct. 2231; Ortiz, 119 S.Ct. at 2305. In contrast, this Court has had “the opportunity, present when a case is litigated, to adjust the class [if necessary], informed by the proceedings as they unfold.” Amchem, 521 U.S. at 620, 117 S.Ct. 2231. Here, before announcement of the settlement, class adjustment was never requested, no decertification requests were made, and no plaintiff sought to be added as co-Lead Plaintiff. Importantly, the members of the Amchem and Ortiz classes had clear, irreconcilable interests. See Petrovic, 200 F.3d at 1146 (“[T]he injuries involved in those cases were extraordinarily various, both in terms of the harm sustained and the duration endured”). In contrast, CalPERS class members “share common objectives and legal or factual positions.” 7A Charles Alan Wright, Arthur R. Miller & Mary Kay Kane, Federal Practice and Procedure: Civil 2d § 1769 (2d Ed.1986), quoted in Petrovic, 200 F.3d at 1148. They all seek the same thing— compensation under the federal securities laws for fraud perpetrated by Cendant and other defendants. Petrovic, 200 F.3d at 1148; see also In re Prudential, 148 F.3d at 311 (stating that all claims have the same “linchpin” — “claims arising from the fraudulent scheme perpetrated by Prudential”). With regard to objections about the sufficiency of the Notice of Settlement brought by Throenle and Duncan, plaintiffs state that notice is sufficient where it is “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.” See United States v. One Toshiba Color Television, 213 F.3d 147, 2000 WL 669978, at *1 (3d Cir. May 24, 2000). Moreover, a notice of settlement “need only satisfy the broad ‘reasonableness’ standards imposed by due process.” Petrovic, 200 F.3d at 1153. Lead Plaintiffs claim this standard was met and further that the notice complied with the PSLRA’s mandate that it specify whether the parties dispute the maximum amount of damages recoverable. See 15 U.S.C. § 78u-4(a)(7)(B)(ii). These objections are discussed in the Court’s Girsh analysis, below. Finally, Lead Plaintiffs respond to objections concerning the Plan of Allocation. They state that the Plan of Allocation need not be perfect so long as it is “fair, reasonable and adequate.” See Fed.R.Civ.P. 23. Here, according to them, the methodology — “event study methodology” — used to calculate shareholder damages during the class period “has been used by financial economists since 1969 as a tool to measure the effect on market prices from all types of new information relevant to a company’s equity valuation.” Reply Brf. at 32; Dor-key Aff. ¶ 18. It is so accepted, plaintiffs add, that courts now reject expert damage estimates which do not use event study methodology to evaluate the impact on the market of a company’s disclosures: Use of an event study or similar analysis is necessary more accurately to isolate the influences of information specific to Oracle which defendants allegedly have distorted. As a result of his failure to employ such a study, the results reached by [the expert] cannot be evaluated by standard measures of statistical significance. In re Oracle Securities Litig., 829 F.Supp. 1176, 1181 (N.D.Cal.1993). The event study methodology used by Lead Plaintiffs increases over time the amount of share price allocable to misleading statements to take into account cumulative effects of multiple overstatements. Dorkey Aff. ¶ 34. Lead Plaintiffs point to a similar plan of allocation praised by Judge Walker in In re California Micro Devices Securities Litigation, 965 F.Supp. 1327, 1332 (N.D.Cal.1997) as “by far the most thorough, sophisticated and well substantiated” plan he has seen in a securities class action. During the fairness hearing the Court permitted the Davidsons to submit additional briefing related to their challenge to the plan. The plan is evaluated in Section G, below. Lead Plaintiffs also address the David-sons’ argument that the escalating damages calculation in the plan ignores “in- and-out” damages. They counter that the plan does not “ignore” such damages but rather expressly rejects such damages, Miller Decl. ¶¶ 29-30, because it illustrates that those who purchased then sold Cendant stock while it was still inflated (pre-April 15, 1998) benefitted from the company’s ongoing fraud and suffered no damage. “[A] plaintiff who sells a portion of stock at a profit ‘should not be allowed to retain this profit in silence while pleading to be made whole for his losses.’ ” Miller Decl. ¶ 29 (quoting Richardson v. MacArthur, 451 F.2d 35, 44 (10th Cir.1971); citing Abrahamson v. Fleschner, 568 F.2d 862, 878 (2d Cir.1977)). F. The Court’s Analysis of the Proposed Settlements 1. Class Notice Certain class members object to the sufficiency of the notice of settlement. “In order to satisfy due process, notice to class members must be ‘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.’ ” Lachance v. Harrington, 965 F.Supp. 630, 636 (E.D.Pa.1997) (quoting Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306, 314, 70 S.Ct. 652, 94 L.Ed. 865 (1950)). Ikon, 194 F.R.D. at 174. To satisfy this standard, the notice must inform class members of (1) the nature of the litigation; (2) the settlement’s general terms; (3) where complete information can be located; and (4) the time and place of the fairness hearing and that objectors may be heard. See In re Prudential Ins. Co. of Am. Sales Practices Litig., 962 F.Supp. 450, 527 (D.N.J.1997), aff'd, 148 F.3d 283, 311 (3d Cir.1998), cert. denied,. 525 U.S. 1114, 119 S.Ct. 890, 142 L.Ed.2d 789 (1999). And the PSLRA imposes certain other requirements, the notice must disclose: (5) the amount of the settlement and proposed distribution to plaintiffs; (6) if the parties to settlement disagree on the average amount of damages per share (as is the case here), “a statement from each settling party concerning the issue or issues on which the parties disagree”; (7) a statement of attorneys’ fees or costs sought; (8) the name, address and telephone number of plaintiffs’ representatives; and (9) “[a] brief statement explaining why the parties are proposing the settlement.” See 15 U.S.C. § 78u-4(a)(7). The notice sent to Cendant class members complied with these requirements. Duncan’s objection that the notice of settlement is defective because it failed to advise her and others of the tax consequences is rejected as is her unsupported allegation that the notice is not understandable. See, e.g., Prudential, 962 F.Supp. at 530 (“this Court is unaware[] of any authority requiring the level of individualized information that [plaintiff] demands”). Throenle’s objection to the settlement notice as failing to inform shareholders of all disputed issues is also rejected. Lead Plaintiffs were not required to list all issues on which the parties disagree, only disputed damages issues. The PSLRA provision at issue is captioned “Disagreement on Amount of Damages ” — the Cendant notice reads: “Cendant, the HFS Individual Defendants, and E & Y deny all Lability and dispute the maximum amount of damages recoverable.” Notice at 1. It continues, “Defendants strongly disputed the [damages] analysis ..., particularly the amount of recoverable damages” and adds “Cendant supplied Lead Counsel with the analyses prepared by Cendant’s own financial consultants and damages experts.” Notice ¶ 12. See also § 78u-4(a)(7)(B)(ii). The Court finds these passages sufficient to put members of the class on notice that the damages estimate of Lead Plaintiffs was and is,contested by all settling defendants. Further, while Throenle’s assertion that she was not provided with crucial information by the Clerk of the Court is disturbing, the requested information was given to her by Lead Counsel on or around May 23, 2000. Moreover, the notice provided to all class members Lead Counsel’s addresses and phone numbers in the event they had any questions about any matter contained in the notice. Notice at 2. The Court finds that shareholders’ access to Lead Counsel, combined with counsel’s responsiveness to Throenle’s request for documents, demonstrates that objectors had access to all relevant court-filed documents. All other objections to the notice of settlement are rejected as requiring unreasonable or unnecessary information. The Court concludes that the Notice of Settlement complied with Rule 23(e) and due process. 2. General Principles of Substantive Analysis Federal Rule of Civil Procedure 23(e) governs this analysis: the settlement must be fair, reasonable and adequate. The nine-factor Girsh test is the guide. See Girsh, 521 F.2d at 157. This test directs this Court to conduct (1) “a substantive inquiry into the terms of the settlement relative to the likely rewards of litigation” and (2) “a procedural inquiry into the negotiation process.” General Motors, 55 F.3d at 796. The Court, however, cannot substitute its concept of an “ideal” settlement for the one presented by the parties: “Significant weight should be attributed ‘to the belief of experienced counsel that settlement is in the best interest of the class.’ ” Lake v. First Nationwide Bank, 900 F.Supp. 726, 732 (E.D.Pa.1995). “Thus, the issue is whether the settlement is adequate and reasonable, not whether one could conceive of a better settlement.” In re Prudential, 962 F.Supp. at 534 (citing In re Domestic Air Transp. Antitrust Litig., 148 F.R.D. 297 (N.D.Ga.1993)). “[C]ourts approving settlements should determine a range of reasonable settlements in light of the best possible recovery (the nine Girsh factors) and a range in light of all the attendant risks of litigation.” See General Motors, 55 F.3d at 806. Put differently: In formulaic terms we agree that “in cases primarily seeking monetary relief, the present value of the damages plaintiffs would likely recover if successful, appropriately discounted for the risk of not prevailing, should be compared with the amount of the proposed settlement.” This figure should gen