Full opinion text
MEMORANDUM AND OPINION ORDER HEARTFIELD, District Judge. On October 28, 1999, Plaintiff Class Representatives Ethan Shaw and Clive D. Moon informed this Court they had settled their claims against Toshiba America Information Systems, Inc., Toshiba Corporation, Toshiba America, Inc., and Toshiba America Electronic Components, Inc. Accordingly, this Court conditionally certified the settlement class, preliminarily approved the parties’ October 25, 1999 Settlement Agreement (the “Settlement Agreement”), and enjoined the pursuit of litigation in other forums addressing the rights and claims before it. In that same order this Court set a hearing for January 19, 2000 (the “Fairness Hearing”) on whether to finally approve the parties’ October 28, 1999 Settlement Agreement. Now, after the Fairness Hearing, the parties jointly move this Court to approve the approximately $2.1 billion ($2,100,000,-000.00) Settlement Agreement along with attorneys’ fees in the amount of $147.5 million ($147,500,000.00). It will. 1. Facts and Procedural History On March 5, 1999, Ethan Shaw and Clive D. Moon (collectively referred to as “Plaintiffs”) filed a class-action complaint on behalf of themselves and all others similarly situated against Toshiba America Information Systems, Ihc. (“Toshiba”) and NEC Electronics, Inc. Plaintiffs alleged Toshiba and NEC designed, manufactured, created, distributed, sold, transmitted, and marketed faulty floppy-diskette controllers (“FDC’s”) containing allegedly defective microcode. On July 15,1999, Toshiba and NEC filed their summary judgment motions arguing, inter alia, the Plaintiffs’ claims could not be brought under Title 18 U.S.C. § 1030, the “Computer Fraud and Abuse Act.” On August 20, 1999, this Court referred this case to the Honorable Thomas A. Thomas for mediation. Then, on August 24, 1999, this Court ordered the parties to resume mediation. Meanwhile, after extensive briefing by the parties, this Court denied Toshiba’s and NEC’s summary judgment motions on August 26, 1999. See Order Denying Motion for Partial Summary Judgment [98]; Order Denying Motions for Partial Summary Judgment [99]. Apparently, the Plaintiffs and Toshiba continued their settlement discussions and, eventually, reached an agreement. On October 28, 1999, the Plaintiffs and Toshiba informed this Court they had settled this lawsuit. See Joint Motion for Preliminary Approval of Settlement Agreement, Temporary Class Certification, and Order Protecting Jurisdiction of Court [144], Accordingly, this Court conditionally certified the settlement class, preliminarily approved the parties’ Settlement Agreement, and enjoined the pursuit of litigation in other forums addressing the rights and claims before it. See Order Conditionally Certifying Class, Preliminarily Approving Settlement and Settlement Agreement and Protecting This Court’s Jurisdiction [151]. Under the terms of the Settlement Agreement Toshiba agrees to pay approximately $2.1 billion ($2,100,000,000.00) in the form of cash remedies, warranty remedies, hardware replacements, software patches, and coupons all designed to address the allegedly defective FDC’s in Toshiba’s computers and compensate their respective owners. In return, Toshiba admits no liability and avoids the further expense and inconvenience of complex litigation. In short, class members get their computers overhauled and Toshiba gets closure. However, this Court must make several determinations before any of this can happen. First, this Court must find the proposed class satisfies the requirements of Federal Rule of Civil Procedure 23. It does. Second, this Court must find the approximately $2.1 billion ($2,100,000,-000.00) settlement is “fair, adequate, and reasonable.” It is. Finally, this Court must find the $147.5 million ($147,500,-000.00) in attorneys’ fees are “fair, just, and reasonable.” They are. 2. A Brief History of the Class Action Federal Rule of Civil Procedure 23 says, in part: (a) Prerequisites to a Class Action. One or more members of a class may sue or be sued as representative parties on behalf of all only if (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 ... (b) Class Actions Maintainable. An action may be maintained as a class action if the prerequisites of subdivision (a) are satisfied, and in addition: ... (3) the court finds that the questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other methods for the fair and efficient adjudication of the controversy. Fed.R.CivP. 23. This is the federal rule relating to class actions-specifically, the “23(b)(3) class action.” But where did class actions-these representative lawsuits-come from? So glad you asked ... A. The Origin of the Class Action-Representative Litigation in Medieval England Although it appears that the modern-day class action was born probably some time during the Middle Ages, there are reports of ecclesiastical proceedings against numerous insects and animals dating as early as A.D. 824. See Nicholas Sellers, Criminal Prosecution of Animals (in two parts), 35 The Shingle 179 (Nov. 1972), 36 The Shingle 19 (Jan.1973), p. 18. Apparently, there were two kinds of insect and animal trials in early courts — those brought against individual offenders which had killed humans or committed other crimes, and those brought in the church courts against insects, rodents, or other vermin (in effect, defendant class actions) to cause such creatures to stop their depredations against certain villages or communities. See id. Here’s how the latter-type “defendant class actions” would go: Inhabitants of an area afflicted with locusts, rats, weevils, or other depredators would petition the Church for relief. The offending insects or rodents would be summoned to court, and, upon their inevitable nonappearance, tried in ab-stentia, and ordered to cease and desist from their wrongful behavior and to depart the area, or to suffer excommunication and church anathemas. Id. These early “defendant class actions” “date from a very early period: in A.D. 824, against moles in Aosta; in A.D. 864, bees in Worms; in A.D. 886 locusts of Romagna; and in the same century, serpents of Aux-les-Bains.” Id. The modern-day class action is a representative lawsuit born probably some time during the Middle Ages. In medieval England social relations defined life according to group status. In re Joint Eastern and Southern Dist. Asbestos Litig., 129 Bankr. 710, 803 (E. & S.D.N.Y.1991), judgment vacated by, In re Joint Eastern and Southern Dist. Asbestos Litig., 982 F.2d 721 (2nd Cir.1992), opinion modified on rehearing by, In re Joint Eastern and Southern Dist. Asbestos Litig., 993 F.2d 7 (2nd Cir.1993) (“In re Asbestos Litig.”). People belonged to defining groups like villages, guilds, parishes, and manors; and a person’s status as a group member gave rise to known duties common to all group members. See id. Legal and religious authorities collectively enforced members’ duties. See id. When litigation became necessary to settle disputes, chosen representatives spoke for their particular groups in manorial, royal, and ecclesiastical courts. See id. “The villeins of the manor, whose rights and duties ran to the manor lord, the frankpledge group, whose obligations ran to the King, and the parish, whose benefits and duties ran from the parson and the church to the members of the local ecclesiastical unit, regularly appeared as parties in representative actions.” Harold M. Downs, Federal Class Actions: Due Process by Adequacy of Representation (Identity of Claims) and the Impact of General Telephone v. Falcon, 54 Ohio St. L.J. 607, 613 (1993). Thus, the collective social, political, and religious organization of medieval England necessarily spawned representative litigation. Initially, there were two types of courts in medieval England — common-law courts and courts of chancery. “Under the unitary concept of the civil action, litigation was conceived as strictly a two party affair — one plaintiff against one defendant. The English common law courts deviated from this principle only when the coparties had closely related interests as, for example, when they were joint obligors or obli-gees.” 7A ChaRles Alan Wright, Arthur R. Miller, & MaRY Kay Kane, Federal Practice and Procedure § 1751 (1986) (citing Zecharia Chapee, Jr., Some Problems of Equity 200-01 (1950)). “While common law courts held that it was necessary to join as parties only those persons whose direct and immediate legal rights would be affected by judgment, the courts of equity sought to avoid a multiplicity of proceedings. Thus, the equity courts imposed a compulsory joinder rule that all parties materially interested' — either legally or beneficially — in the subject of the suit had to be made parties so there might be a complete decree to bind all.” 3 Herbert B. Newberg & Alba Conte, Newberg on Class Actions § 1.09 (3d ed.1992), (citing 1 Report on Class Actions, Ontario Law Reform Commission 5 (1982)). “From 1500 to 1850, medieval rural and town groups diminished in importance. Rapid economic development, market capitalization, centralization of political power in the King and Parliament, and a premium placed on individual liberty led to a fundamental shift in litigation responsibilities. The norm in litigation became individual litigant control. Group litigation was an exception available only in courts of equity.” Harold M. Downs, Federal Class Actions: Due Process by Adequacy of Representation (Identity of Claims) and the Impact of General Telephone v. Falcon, 54 Ohio St.L.J. 607, 614 (1993). “Though manor and parish group litigation theoretically continued into the eighteenth century, by the latter part of the seventeenth century these suits were heard exclusively in the equity Courts of Chancery.” In re Asbestos Litig., 129 Bankr. 710, 803 (E. & S.D.N.Y.1991). “In order to facilitate the adjudication of disputes involving common questions and multiple parties in a single action, the English Court of Chancery developed the bill of peace.” 7A Charles Alan Wright, Arthur R. Miller, & Mary Kay Kane, Federal Practice and Procedure § 1751 (1986). In a Bill of Peace, one person, called the adversary, might bring suit in equity against several persons, called the multitude, with separate but similar interests, or the multitude might sue to resolve in one action common questions of law or fact in dispute between the adversary and each member of the multitude. A common instance of this procedure was an action by the lord of a manor to resolve questions of right between himself and his various tenants. In many such suits, a few tenants would serve as representatives of the interests of the multitude. 3 Herbert B. Newberg & Alba Conte, Newberg on Class Actions § 1.09, n. 83 (3d ed.1992) (citing How v. Tenants of Brooms Grove, 1 Vern. 22, 23 Eng.Rep. 277 (1681); see Cockburn v. Thompson, 16 Ves.Jun. 321, 33 Eng.Rep. 1005 (1809); A. Chapee, Jr., Some Problems of Equity 200 (1950); Chayes, Foreword: Public Law Litigation and Burger Court, 96 Harv.L.Rev. 4, 26 n. 130 (1982); Stephen C. Yeazell, Group Litigation and Social Context: Toward a History of the Class Action, 77 Colum.L.Rev. 866 (1977); Stephen C. Yea-zell, From Medieval GROUP Litigation to the ModeRN Class Action (1987)). The Bill of Peace “enabled an equity court to hear an action by or against representatives of a group if plaintiff could establish that the number of people involved was so large as to make joinder impossible or impracticable, that all the members of the group possessed a joint interest in the question to be adjudicated, and that the named parties adequately represented those absent from the action.” 7A Charles Alan Wright, Arthur R. Miller, & Mary Kay Kane, Federal Practice and Procedure § 1751 (1986) (citing Adair v. New River Co., Ct.Ch.1805, 11 Ves.Jr. 429, 443-45, 32 Eng.Rep. 1153, 1158-59). The number of representatives necessary to represent a group’s common interests varied, but enough persons had to be before the equity court so that the rights, liabilities, and obligations of all could be litigated fairly and honestly. Id. If the equity court permitted the suit to proceed on a representative basis — that is, as a Bill of Peace — the resulting judgment would bind all members of the group whether they were present in the action or not. See id. Initially, English Bills of Peace (soon to be class actions) were available only in the equity Courts of Chancery for an accounting, declaration, or injunction — they were not available in courts of law for damages. See 3 Herbert B. Newberg & Alba Conte, Newberg on Class Actions § 1.09 (3d ed.1992). However, in 1873 the English courts merged law and equity and, consequently, permitted class actions for damages. ■ See id. Regardless whether it was in law or equity, “[i]t was the English bill of peace that developed into what is now known as the class action.” See id. B. The United States Models Its Class Action After the English Bill of Peace The United States’ class action grew out of the English Bill of Peace. As already noted, “the [English] equity courts imposed a compulsory joinder rule that all parties materially interested — either legally or beneficially — in the subject of the suit had to be made parties so there might be a complete decree to bind all.” 3 Herbert B. Newberg & Alba Conte, Newberg on Class Actions § 1.09 (3d ed.1992), (citing 1 Report on Class Actions, Ontario Law Reform Commission 5 (1982)). However, the English Court of Chancery adopted the Bill of Peace as an exception to this rigid compulsory joinder rule. See id. “Like England, class actions in the United States were an outgrowth of the compulsory joinder rule that prevailed in courts of equity.” Id. Justice Story, in his treatise on equity, usually receives credit for formulating the standards for class actions in the United States. 7A Charles Alan Wright, Arthur R. Miller, & Mary Kay Kane, Federal Practice and Procedure § 1751 (1986). Story categorized class-action suits developed from English precedent into three types: (1) Where the question is one of common or general interest and one or more sue or defend for the benefit of the whole; (&) Where the parties form a voluntary association for public or private purposes, and those who sue or defend may fairly be presumed to represent the rights and interest of the whole; (3) Where the parties are very numerous, and, though they have or may have separate and distinct interests, it is impracticable to bring them all before the court. This category also requires a common or general interest. Harold M. Downs, Federal Class Actions: Due Process by Adequacy of Representation (Identity of Claims) and the Impact of General Telephone v. Falcon, 54 Ohio St.L.J. 607, 620 (1993) (citing Good v. Blewitt, 34 Engl.Rep. 542 (Ch.1815); Good v. Blewitt, 33 Eng.Rep. 343 (Ch.1807); Leigh v. Thomas, 28 Eng.Rep. 201 (Ch.1751); Joseph StoRY, Commentary on Equity Pleadings § 98 (1838)). The United States Supreme Court adopted Justice Story’s analysis in Smith v. Swormstedt when it allowed all the preachers in the Methodist Episcopal Church South to bring a representative suit seeking a declaration of the rights of each sectional group of the Methodist Episcopal Church of the United States to funds originally belonging to the entire church. See 7A ChaRles Alan WRIght, Arthur R. Miller, & MaRY Kay Kane, Federal Practice and Procedure § 1751 (1986) (citing 1853, 16 How. (57 U.S.) 288, 14 L.Ed. 942). “The English equity rule permitting exceptions to compulsory joinder was adopted in United States jurisprudence and was codified in the Federal Equity Rule 48 (1842), the New York Field Code of 1848, as amended in 1849, and Federal Equity Rule 38 (1912, the successor to earlier Equity Rule 48 (1842)).” Id. (citing Gottlieb v. Wiles, 11 F.3d 1004, 1004-09 (10th Cir.1993)). The United States Supreme “Court officially abandoned old Equity Rule 48 in 1912 and adopted Equity Rule 38.” Harold M. Downs, Federal Class Actions: Due Process by Adequacy of Representation (Identity of Claims) and the Impact of General Telephone v. Falcon, 54 Ohio St.L.J. 607, 622 (1993) (citing James L. Hopkins, The New Federal Equity Rules 145 (8th ed.1933)). Federal Equity Rule 38: allowed representative suits where the parties were too numerous for joinder. In contrast with the prior rule [Federal Equity Rule 48], absent parties could be bound by subsequent judgments pursuant to this provision. One of the best examples of a limited fund case from this time period is Hartford Life Ins. v. Ibs, 237 U.S. 662, 35 S.Ct. 692, 59 L.Ed. 1165 (1915). The case involved an insurer’s contingency fund created through contributions from policyholders. The Supreme Court found that the policy was properly treated as a unit and that the adjudication of rights to it had to be determined in a single suit in which all the policyholders were joined. In re Asbestos Litig., 129 Bankr. 710, 803 (E. & S.D.N.Y.1991). In 1938 Congress promulgated the first Federal Rules of Civil Procedure (along with original Rule 23) merging law and equity (some sixty-five years after England) thereby making available class-action suits for damages in the United States. See 3 Herbert B. Newberg & Alba Conte, Newberg on Class Actions § 1.09 (3d ed.1992). The “[o]riginal Rule 23 represented a substantial restatement of former Equity Rules 38 (representative of class) and 27 (stockholders’ bill), as they had been construed.” Id. Under original Rule 23(a), a representative suit was permitted where the right to enforcement for or against the class was: 1. Joint, or common, or secondary in the sense that the owner of a primary right refuses to enforce that right and a member of the class thereby becomes entitled to enforce it; 2. Several, and the object of the action is the adjudication of claims which do or may affect specific property involved in the action; 3. Several, and there is a common question of law or fact affecting the several rights and a common relief is sought. Fed.R.Civ.P. 23(a), 308 U.S. 689 (1939). One of the drafters of original Rule 28, Professor Moore, characterized these three class categories as “true, hybrid, and spurious, respectively.” 3 HERBERT B. Newberg & Alba Conte, Newberg on Class Actions § 1.09 (3d ed.1992) (citing Starrs, The Consumer Class Action — Part II: Considerations of Procedure, 49 B.U.L.Rev. 407, 463 (1969)). The courts had difficulty implementing original Rule 23. See id. For example, courts typically viewed “spurious” class actions as merely a form of permissive joinder. See id.; Harold M. Downs, Federal Class Actions: Due Process by Adequacy of Representation (Identity of Claims) and the Impact of General Telephone v. Falcon, 54 Ohio St.L.J. 607, 632 (1993). Unlike the true and hybrid class actions, it was well established that a judgment in a spurious class action did not bind class members who were not named parties or who did not formally intervene in the action. Therefore, due process for unnamed spurious class members was usually not an issue. As a consequence of this nonbinding aspect of spurious class suits, the authorities were in conflict as to whether unnamed members of a class could benefit from the class judgment through post judgment intervention; but these authorities reaffirmed that such unnamed members did not bear the burden of an unfavorable adjudication. Id. at 634 (citations omitted); see also 3 Herbert Newberg & Alba Conte, Newberg on Class Actions § 1.09 (3d ed.1992); 7A Charles Alan Wright, Arthur R. MilleR, & Mary Kay Kane, Federal Practice and PROCEDURE § 1751 (1986). For this and various other reasons, criticism of original Rule 23 abounded. Eventually, in 1966, Congress completely re-wrote Rule 23 to give us the rule we have today. See 3 HerbeRT B. Newberg & Alba Conte, Newberg on Class Actions § 1.09 (3d ed.1992) (citing Homburger, State Class Actions and the Federal Rule, 71 Colum.L.Rev. 609, 613 (1971)). “It is now apparent that the increasing complexity and urbanization of modern American society has tremendously magnified the importance of the class action as a procedural device for resolving disputes affecting numerous people.” Id. (citing Gallano v. Running, 139 N.J.Super. 239, 353 A.2d 158, 161 (1976), 139 N.J.Super. 239, 353 A.2d 158). What began as a lame attempt to enjoin insects and animals from behaving like insects and animals evolved for over one hundred years into a complex machinery capable of rectifying huge wrongs spread amongst millions of people who, standing alone, would lack both the incentive and the ability to act with such curative effect. Nevertheless, complex machinery requires expert operators working in a closely monitored environment— lest the machinery never function at peak. Vague metaphors aside, class actions are complex mechanisms that require exceptional lawyers and considerable judicial oversight. 3. Class Certification Again, Federal Rule of Civil Procedure 23 guides this Court in determining whether to certify this class. Today’s Rule 23 says, in relevant part: (a) Prerequisites to a Class Action. One or more members of a class may sue or be sued as representative parties on behalf of all only if (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 ... (b) Class Actions Maintainable. An action may be maintained as a class action if the prerequisites of subdivision (a) are satisfied, and in addition: ... (3) the court finds that the questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other methods for the fair and efficient adjudication of the controversy. Fed.R.Civ.P. 23. “A district court must first find that a class satisfies the requirements of Rule 23, regardless whether it is certifying the class for trial or for settlement.” In re Lease Oil Antitrust Litigation, 186 F.R.D. 403, 418 (S.D.Tex.1999). This follows from Amchem Products, Inc. v. Windsor, 521 U.S. 591, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997), in which the United States Supreme Court held that, except for manageability, the requirements for certifying trial classes and settlement classes are the same. The Fifth Circuit recently addressed the standards that govern Rule 23(b)(3) class actions in Mullen v. Treasure Chest Casino, LLC, 186 F.3d 620 (5th Cir.1999). Before doing so, the court “note[d] that the district court maintains great discretion in certifying and managing a class action,” and that “a district court’s decision to certify a class [will be reversed] only upon a showing that the court abused its discretion ... or ... applied incorrect legal standards.” Id. at 624 (citing Jenkins v. Raymark Industries, 782 F.2d 468, 471-72 (5th Cir.1986); Forbush v. J.C. Penney Co., 994 F.2d 1101, 1104-05 (5th Cir.1993)). Class actions are superior to multiple, individual actions when the individual actions are economically infeasible to litigate because of the small size of the individual claims, or when the common issues would be extremely expensive to litigate because they would require extensive discovery. Class treatment of consumer claims is proper when the harm alleged is common to all purchasers of a product that is claimed to be defective. The class-action procedure is appropriate for the pursuit of consumer protection claims since it allows consumers to aggregate small claims and bring them on behalf of the class when the amount at stake for an individual consumer would not warrant filing suit and when they might not be able to do so on an individual basis. That is, it permits consumers to pursue their claims in the aggregate — consumers who, standing alone, would lack both the incentive and the ability to act with such curative effect. For determining whether this case is proper for class certification, Class Counsel sought opinions from five leading experts on class-action issues: Professors John C. Coffee, Jr. (Columbia University), Samuel Issacharoff (currently at Columbia University and formerly at The University of Texas), Arthur Miller (Harvard University), Geoffrey Miller (New York University), and Jack Ratliff (The University of Texas). Two of these experts — Professors Coffee and Issacharoff — participated in Amchem in support of the group that attacked the class action and prevailed. Another, Professor Ratliff, has frequently testified for defendants who oppose class certification. Finally, Professor James J. White (University of Michigan) determined whether the substantive law that supports the absent plaintiffs’ claims is uniform across the nation even though, under Am-chem, manageability for trial need not be shown when a class action settles. The experts are unanimous: this is a proper case in which to certify an opt-out class under Federal Rule of Civil Procedure 23. A. Class Definition At the heart of every 23(b)(3) opt-out class action is a class definition that identifies the persons who will be entitled to relief in the event of a judgment for the class representative, who will be bound by the final judgment unless they opt out, and who are entitled to notice. To serve these functions well, a class definition should be “precise, objective, and presently ascertainable.” Manual FOR Complex Litigation (ThiRd) § 30.14 (1995). The Settlement Agreement between the Plaintiffs and Toshiba asks this Court to certify a class defined as follows: The “Settlement Class” is defined and composed of all Persons, other than the Settling Defendants, who are United States citizens or residents and who Own (which, as provided in § 1, includes own or lease) a Toshiba Laptop Computer of any model. However, the Settlement Class shall not include Owners of Toshiba Laptop Computers purchased after November 8,1999, that incorporate a floppy disk controller with the Hardware Fix.... With respect to leased Toshiba Laptop Computers, the Settlement Class Member who is entitled to the remedies and benefits afforded by this Settlement Agreement shall be determined by the lease agreement between the lessor and lessee, to be established by a certification of ownership on the Claim Form; in the event of a dispute between the lessor and lessee, the dispute will be decided by the Claims Administrator and Court as provided in §§ 13 and 25. Settlement Agreement and Release, § 2. This definition serves all of the purposes identified in the Manual FOR Complex Litigation (Third). All natural and legal persons who are United States citizens or residents and who bought Toshiba laptop computers before November 8, 1999 are class members. As the Settlement Agreement and Notices expressly explain, this includes all persons, businesses, governmental entities, and others. As between lessees and lessors, objective terms of contracts control. The membership of the class is clear and will be fixed permanently when this Court enters judgment. B. Class Certification Analysis In Treasure Chest the Fifth Circuit noted that Federal Rule of Civil Procedure 23 establishes two sets of requirements for class certification. See 186 F.3d at 623. First, every proposed class action must satisfy the four, well-known pre-requisites of Rule 23(a): 1. Numerosity: The class must be so large that joinder of all members is impracticable; 2. Commonality: There must be questions of law or fact common to the class; 3. Typicality: The named parties must have claims or defenses that are typical of the class; and 4. Adequacy of Representation: The named parties must show that they and their attorneys will fairly and adequately protect the interest of the class Second, the parties seeking class certification must show that the action is maintainable under Rule 23(b)(1), (2), or (3). See id. In this instance, the parties seek certification under subsection (b)(3), which sets out two more requirements: 5. Predominance: The questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and that 6. Superiority: [A] class action is superior to other available methods for the fair and efficient adjudication of the controversy. Treasure Chest, 186 F.3d at 623-24 (quoting Amchem, 521 U.S. 591, 117 S.Ct. at 2246 (quoting Fed.R.Civ.P. 23(b)(3))). This Court will now consider each of these six requirements necessary for this class’ certification. 1.Numerosity First, Rule 23(a)(1) allows a class action to be maintained if “joinder of all members is impracticable.” Fed.R.Civ.P. 23(a)(1). It need not be impossible to join all class members, only difficult and inconvenient to do so. See Ardrey v. Federal Kemper Ins. Co., 142 F.R.D. 105, 110-11 (E.D.Pa.1992). The precise number of class members need not be known. A class that contains thousands or millions of members, as this one does, easily satisfies the numerosity requirement. Treasure Chest, 186 F.3d at 624 (100 to 150 class members is “within the range that generally satisfies the numerosity requirement”); Durrett v. John Deere Co., 150 F.R.D. 555, 557 (N.D.Tex.1993) (expressing “no difficulty” in concluding that the numerosity requirement was met in light of estimates that the potential class size was as high as 14,000). “[T]he geographical dispersion of the class” also matters. Zeidman v. J. Ray McDermott & Co., 651 F.2d 1030, 1038 (5th Cir.1981). In this case, individuals who meet the class definition reside in all fifty states. The difficulty of joining them is clear. See Treasure Chest, 186 F.3d at 624-25. In this case the requirements of Rule 23(a) of the Federal Rules of Civil Procedure are satisfied. This class contains hundreds of thousands or possibly even millions of persons who collectively own five million (5,000,000) Toshiba laptop computers and who reside throughout the United States. This satisfies the numerosity requirement of Rule 23(a)(1) that the class be “so numerous that joinder of all members is impractical.” 2.Commonality Second, Rule 23(a)(2) allows a class action to be maintained if “there are questions of law or fact common to the class.” Fed.R.Civ.P. 23(a)(2). A common question is one which, when answered as to one class member, is answered as to all. See Forbush v. J.C. Penney Co., 994 F.2d 1101, 1106 (5th Cir.1993). The commonality requirement “is not demanding.” Treasure Chest, 186 F.3d at 625. It is met “where there is at least one issue, the resolution of which will affect all or a significant number of the putative class members.” Id. (quoting Lightbourn v. County of El Paso, 118 F.3d 421, 426 (5th Cir.1997)); see also San Antonio Hispanic Police Officers’ Org. v. San Antonio, 188 F.R.D. 433, 442 (“As long as class members are allegedly affected by a defendant’s general policy, and the general policy is the crux or focus of the litigation, the commonality prerequisite is satisfied.”). The questions of whether the alleged FDC boundary-error problem existed, whether it constituted a breach of warranty or a violation of federal law, and the measure of economic damages to the Toshiba laptop or notebook computers and floppy diskettes flowing from that breach “are questions of law or fact common to the class” and thus satisfy the commonality requirement of Rule 23(a)(2). This satisfies the commonality requirements of Rule 23(a)(2) that there be “questions of law or fact common to the class.” 3.Typicality Third, Rule 23(a)(3) allows a class action to be maintained if “the claims or defenses of the representative parties are typical of the claims or defenses of the class.” Fed.R.Civ.P. 23(a)(3). “Like commonality, the test for typicality is not demanding.” Treasure Chest, 186 F.3d at 625; see also San Antonio Hispanic Police Officers’ Org. v. San Antonio, 188 F.R.D. 433, 442 (W.D.Tex.1999). Typicality exists when the same “ ‘legal and remedial theories’ ” support the claims of named and unnamed plaintiffs. Treasure Chest, 186 F.3d at 625 (quoting Lightbourn v. County of El Paso, 118 F.3d 421, 426 (5th Cir.1997)). When the claims of both “arise[ ] from the same event or practice or course of conduct ... [and] are based on the same legal theory, ... [the typicality requirement] may be satisfied even if there are factual distinctions between the claims of the named plaintiffs and those of other class members.” De La Fuente v. Stokely-Van Camp, Inc., 713 F.2d 225, 232 (7th Cir.1983) (citations omitted). The alleged FDC boundary-error problem is the same in all the laptop or notebook computers manufactured by Toshiba. The federal law question—Title 18 U.S.C. § 1030—is identical for everyone. The affidavit of Professor White establishes that the available remedies for breach of warranty are essentially the same for all class members. This satisfies the requirement of Rule 23(a)(3) that “the claims or defenses of the representative parties [be] typical of the claims or defenses of the class.” 4. Adequacy of Representation Named Plaintiffs A named plaintiff can serve as a class representative only when he or she will fairly and adequately protect the interests of the class. For this requirement to be met, there must be no significant conflict of interests between the named plaintiff and the absent class members. See Treasure Chest, 186 F.3d at 625-26; Jenkins v. Raymark Indus., Inc., 109 F.R.D. 269, 273 (E.D.Tex.1985), affd, 782 F.2d 468 (5th Cir.1986). A sufficient alignment of interests exists when “all class members are united in asserting a common right, such as achieving the maximum possible recovery for the class.” In re Corrugated Container Antitrust Litig., 643 F.2d 195, 208 (5th Cir.), affd following remand, 659 F.2d 1322 (5th Cir.1981), cert. denied, 456 U.S. 998, 102 S.Ct. 2283, 73 L.Ed.2d 1294, and cert. denied, 456 U.S. 1012, 102 S.Ct. 2308, 73 L.Ed.2d 1309 (1982). Plaintiffs Ethan Shaw and Clive D. Moon took an active and participatory role in the prosecution of this litigation and had no conflicts of interest with other class members. Class Counsel The adequacy inquiry also requires an assessment of the qualifications of class counsel. Class members are entitled to be represented by attorneys who will litigate zealously on their behalf and who have the experience and ability to conclude the lawsuit successfully. See 1 HERBERT NEWBERG, NeWBERG ON CLASS ACTIONS § 3.22, at 3-126. Class Counsel prosecuted this lawsuit zealously. They were adequately experienced in large litigation and financially prepared to manage it. They had no conflicts with the class; and they achieved extraordinary success. Suffice it to say, “the representative parties [have] fairly and adequately protected] the interests of the class.” 5. Predominance The predominance requirement serves two functions. It assures a court that adjudicating related claims in a single proceeding will conserve resources and yield economies of scale. It also protects absent plaintiffs’ rights to due process by showing that a class is cohesive. Economies of Scale Efficiency is the traditional focus of the predominance test and the distinctive justification for Rule 23(b)(3) class actions. Where significant common issues can be resolved for all claimants in a single adjudication, the advantage of a class-wide proceeding is obvious. As the Advisory Committee Note to the 1966 amendment of Rule 23 states, “[subdivision (b)(3) encompasses those cases in which a class action would achieve economies of time, effort, and expense, and promote uniformity of decision as to persons similarly situated.” Fed.R.Civ.P. 23 advisory committee’s note. Class actions can yield significant economies of scale even when some issues vary from claimant to claimant. Thus, the possibility that some class members may have larger damages than others is no significant obstacle to certification. Again, the Advisory Committee Note to the 1996 Amendment to Rule 23 directly addresses this point: [A]s a condition for holding that a class action may be maintained under this subdivision [ (b)(3) ], [the court must find] that the questions common to the class predominate over the questions affecting individual members. It is only where this predominance exists that economies can be achieved by means of the class-action device. In this view, a fraud perpetrated on numerous persons by the use of similar misrepresentations may be an appealing situation for a class action, and it may remain so despite the need, if liability is found, for separate determination of the damages suffered by individuals within the class. Fed.R.Civ.P. 23 advisory committee’s note. In Treasure Chest, the Fifth Circuit expressly recognized that complete identity of claims is not required. There, cruise ship workers (aboard a ship christened the “Casino”) claimed to have suffered a variety of maladies as a result of a defective ventilation system. Even though their injuries varied greatly, the Fifth Circuit upheld the trial judge’s decision to certify the class. See Treasure Chest, 186 F.3d at 626-27 (upholding finding of predominance). The Fifth Circuit distinguished the Treasure Chest case from other personal injury cases in which class certification was denied on several grounds that are germane to this case. First, the panel emphasized that “the parties [would have] to produce extensive evidence regarding the Casino’s air ventilation system,” the common cause of the complaints. Treasure Chest, 186 F.3d at 626. In the case now before this Court, the parties will have to produce extensive evidence regarding the allegedly defective FDC, the common cause of all damages claimed by the class members. Second, the panel noted that a single jury could decide for all claimants whether “the air quality aboard the Casino resulted from a negligent breach of Treasure Chest’s duty to its employees or rendered the Casino unseaworthy. If Treasure Chest prevails on those two issues alone, they will prevail in the case.” See Treasure Chest, 186 F.3d at 626. Here, a single jury could decide whether Toshiba’s laptops were defective and, if so, whether the defect entitled class members to any remedies. Third, the panel noted that all class members’ injuries were already manifest. Those who were exposed but not injured were excluded from the class. Treasure Chest, 186 F.3d at 627. Here, the same is true. The class contains only persons who already own Toshiba laptops. Assuming that the computers are flawed, their injuries are concrete. Moreover, this particular class avoids any issue of possible, future accrued damages since it exclude and reserves claims for consequential damages. Fourth, the panel noted that “[b]ecause all of the claims are under federal law, there are no individual choice-of-law issues.” Treasure Chest, 186 F.3d at 627. Likewise, there are no individual choice of law issues here. The Plaintiffs allege violations of a federal statute, Title 18 U.S.C. § 1030, that is the same for all. They also state claims under sections of the Uniform Commercial Code. However, the relevant warranty laws are essentially the same in every state with respect to the claims alleged by the Plaintiffs in this case. To explore this point, a brief departure from Treasure Chest — and into the Uniform Commercial Code — is necessary. Forty-nine states and the District of Columbia have enacted the Uniform Commercial Code § 2-313 regarding express warranties. The states of Maine, Minnesota, Michigan, and South Carolina adopted minor variations in the language of § 2-313, but those variations do not affect the warranty claims in this case. Louisiana did not adopt § 2-313; but Louisiana state-law establishes the same warranty principles as § 2-313. Additionally, forty-nine states and the District of Columbia have enacted Uniform Commercial Code § 2-719 regarding limitation of warranty remedies. The states of Alabama, California, Mississippi, Vermont, and Washington adopted minor variations in the language of § 2-719, but those variations do not affect the warranty claims in this case. Louisiana did not adopt § 2-719; but Louisiana state-law establishes the same warranty principles as § 2-719. Finally, a limitation of remedy to repair and replacement, such as that contained in the Toshiba warranties in this action, may be avoided under UCC § 2-719 only if the remedy is unconscionable or fails of its essential purpose. Returning to Treasure Chest, the Fifth Circuit panel fifthly pointed out that “negligence and doctrine-of-seaworthiness claims are time-tested bases for liability.” Treasure Chest, 186 F.3d at 627. So is the Uniform Commercial Code. The law under this statute is highly developed. For decades, courts have certified product defect class actions that are similar to the instant suit. Two recent cases are Hanlon v. Chrysler Corp., 150 F.3d 1011 (9th Cir.1998), and Cox v. Shell Oil, 1995 WL 775363 (Tenn.Ch. Nov. 17, 1995). In Hanlon, the Ninth Circuit affirmed a class-action settlement of minivan owners who alleged that Chrysler mounted defective liftgate latches in their vehicles. In Cox, the court settled as a class the claims of thousands of homeowners who had defective polybutylene plumbing in their houses. A much older case is Lucas v. Pioneer, Inc., 256 N.W.2d 167 (Iowa 1977), which involved a class of purchasers of defective corn seed. There are even class actions in which dissatisfied consumers sought the remedy of rescission. See Vasquez v. Superior Court, 4 Cal.3d 800, 484 P.2d 964, 94 Cal.Rptr. 796 (1971). A leading treatise summarizes the field as follows: Class actions involving economic damage from defective or toxic products include school asbestos and formaldehyde claims, as well as economic claims from defective products that result in fires or toxic wastes. Finally, class actions for product-related torts which are not of toxic nature include consumer fraud and breach of warranty claims. HERBERT B. NEWBERG AND ALBA CONTE, Newberg on Class Actions § 17.22 (3d ed.1992). Intra-class Cohesion The United States Supreme Court recently said that predominance “tests whether proposed classes are sufficiently cohesive to warrant adjudication by representation.” Amchem Products, Inc. v. Windsor, 521 U.S. 591, 594, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997). As the Fifth Circuit noted in Treasure Chest, the class proposed in Amchem was too diverse to proceed. The asbestos claimants who formed the Amchem class were exposed to different products from different sources over different time periods. Some claimants had full-blown diseases; others were asymptomatic. Conflict-of-law issues were torturous because class members came from many states. See Treasure Chest, 186 F.3d at 626 (explaining and distinguishing Amchem). Similar concerns led the Fifth Circuit to revoke the class certification in Castano v. American Tobacco Co., 84 F.3d 734 (5th Cir.1996), a cigarette case. See Treasure Chest, 186 F.3d at 626-27 (explaining and distinguishing Castano). The case now before the Court looks far more like Treasure Chest than Amchem or Castaño. There no latent injuries or personal injuries at issue. There are no choice-of-law problems. Everyone’s loss flows from a single source — the purchase of computers with allegedly defective FDC’s. In fact, this case is an even better candidate for certification than Treasure Chest. Here, there are economic losses, not personal injury claims. Courts have been reluctant to certify personal injury classes but have consistently certified classes involving economic harms. Class certification in securities cases is practically routine. See T. Willging, et al., Empirical Study of Class Actions in Four District Courts: Final Report to the Advisory Committee on Civil Rules 17 (Federal Judicial Center 1996) (reporting class certification rates in securities cases ranging from 94% to 100%). Here, there is only a single possible cause of the injuries — the allegedly defective microcode in the FDC’s. In Treasure Chest, other causes were possible, such as allergies, smoking, and pre-existing medical conditions. The problems of varying exposure .to the ventilation system and differing injuries had to be dealt with in Treasure Chest, too. By comparison, this case is free of such complications. Simply put, the predominance test is met. 6. Superiority When a dispute could conceivably be handled in any of several ways, the superiority requirement allows a trial court to certify a (b)(3) class when this is reasonably thought to be the most practical and sensible manner of proceeding. The factors that bear on this assessment are: (i) the interest, if any, that class members have in controlling the prosecution of separate actions; (ii) the pendency of other litigation involving class members; (iii) the desirability of concentrating the litigation in a single forum; and (iv) the ease or difficulty of managing a class action. See Fed.R.CivP. 23(b)(3)(A)-(D). This case also meets the superiority test of Rule 23(b)(3). Given the identity of the legal and factual issues, the suggestion that laptop owners should file thousands or millions of individual lawsuits is preposterous and would constitute an egregious waste of judicial resources and private resources. Since it would be economically unreasonable for many class members to adjudicate their separate claims individually in any event, the superiority of a class action is evident. The critical and identical factual issues require substantial discovery, expert testimony, and trial time. There is no possible reason for wanting these issues to be developed repeatedly ad infinitum by individual claimants. Additionally, the four factors identified in Rule 23(b)(3) all favor certification of the proposed settlement class. The “interest of members of the class in individually controlling the prosecution or defense of separate actions” is minimal in this case because the cost of pursuing any individual or separate action would, for the vast majority of class members, grossly exceed any recovery that they could obtain outside of the class action process. At the time this case was filed it was the only case of its nature and it remains the only case of its type against these Defendants. So, this court did not have to consider the effect on the class of “the extent and nature of any litigation concerning the controversy already commenced by or against members of the class.” A trial of this matter could have resolved in a single action the question of whether the Defendants had breached the express warranty owing to each of the class members and determined the damages owing to the class members by virtue of the similarity of the laws governing recovery for breach of express warranty in the various States. Any fragmentation or separation of the litigation into other jurisdictions would have increased the costs to the class and the Defendants and possibly have caused conflicting results, increasing legal costs and delay associated with resolving such conflicts. Thus, an evaluation of “the desirability or undesirability of concentrating the litigation of the claims in a particular forum” and “the difficulties likely to be encountered in the management of a class action” both favor certifying the proposed class. For all of these reasons, this Court finds the proposed class satisfies the requirements of Federal Rule of Civil Procedure 23. Accordingly, this Court CERTIFIES this class under Federal Rule of Civil Procedure 23(b)(3). 4. The Proposed Settlement Agreement Is Fair, Adequate and Reasonable “In determining whether to approve a proposed settlement, the cardinal rule is that the District Court must find that the settlement is fair, adequate and reasonable.” In re Corrugated Container Antitrust Litigation, 643 F.2d 195, 207 (5th Cir.1981) (“In re Corrugated”) (quoting Cotton v. Hinton, 559 F.2d 1326, 1330 (5th Cir.1977)). The Fifth Circuit has identified six factors which the district court must examine in determining whether a proposed settlement meets this goal: (1) the existence of fraud or collusion behind the settlement; (2) the complexity, expense, and likely duration of the litigation; (3) the stage of the proceedings and the amount of discovery completed; (4) the probability of plaintiffs’ success on the merits; (5) the range of possible recovery; (6) the opinions of the class counsel, class representatives, and absent class members. In re Lease Oil Antitrust Litigation, 186 F.R.D. 403, 431 (S.D.Tex.1999) (citing Reed v. General Motors Corp., 703 F.2d 170, 172 (5th Cir.1983)). When assessing the fairness of a proposed class settlement, the trial judge “must not try the case in the settlement hearings because the very purpose of the compromise is to avoid the delay and expense of such a trial.” Reed, 703 F.2d at 172. The very uncertainty of outcome in litigation, as well as the avoidance of wasteful litigation and expense, lay behind the Congressional infusion of a power to compromise [i.e., behind the creation of Rule 23(e)], This is a recognition of the policy of the law generally to encourage settlements. This could hardly be achieved if the test on hearing for approval meant establishing success or failure to a certainty. In re Corrugated, 643 F.2d at 212. First, this Court finds it unreasonable to believe that a settlement in excess of $1.0 billion ($1,000,000,000.00) was the result of collusion between the parties or anything else other than arms-length negotiations. For example, this Court specifically recalls the drafting of its June 7, 1999 “Docket Control Order” [20], The Plaintiffs and Toshiba submitted proposed docket-control orders that were so inapposite it was necessary to have two status conferences in an (overly optimistic) effort to reconcile their differences. See id. Then, the parties sparred over numerous discovery issues (including initial disclosures) before the Honorable Wendell C. Radford. Finally, the parties engaged in a heavily-briefed summary judgment battle concerning the proper application of Title 18 U.S.C. § 1030. Suffice it to say the Plaintiffs and Toshiba began, continued, and ended this lawsuit at arms-length. Thus, the arms-length nature of these proceedings supports approval of the proposed Settlement Agreement. ' Second, the considerable complexity and expense inherent in this particular case support approval of the proposed Settlement Agreement. The alleged FDC boundary-error problem itself is considerably complex, requiring technical expertise to isolate (let alone explain) the alleged condition. Moreover, Plaintiffs brought this lawsuit, in part, under Title 18 U.S.C. § 1030. In denying Toshiba’s and NEC’s motions for partial summary judgment under Title 18 U.S.C. § 1030, this Court specifically noted “there are ‘very few cases which construe Title 18 U.S.C. § 1030 at all.’ ” Order Denying Motions for Partial Summary Judgment [99] at p. 16 (quoting North Texas Preventative Imaging v. Eisenberg, 1996 U.S.Dist. LEXIS 19990 *7 (C.D.Cal. August 19, 1996)). Finally, this Court specifically recalls the voluminous motions, briefs, and other documents filed at considerable expense to the parties in this particular ease — all of which were exceptionally prepared. Thus, the complexity, expense, and likely duration of this highly technical and innovative case support approval of the proposed Settlement Agreement. Third, the current stage of the proceedings and the amount of discovery completed support approval of the proposed Settlement Agreement. Plaintiffs filed this lawsuit on March 5, 1999 and, considering the serious nature of Plaintiffs’ allegations, this Court set it on accelerated docket for jury trial on April 10, 2000. Plaintiffs have now survived a heavily-briefed and hotly-disputed summary-judgment motion brought by all Defendants who forcefully (albeit erroneously) argued that Title 18 U.S.C. § 1030 could not be used to support Plaintiffs’ allegations. Today, Plaintiffs have poured over millions of documents (many of which were in Japanese) and a mountain of magnetic and optical media containing millions of entries relating to product design, alleged defects, complaints, and other issues relevant to the Plaintiffs’ allegations. The progression of this ease on this Court’s docket — combined with the voluminous discovery completed — support approval of the proposed Settlement Agreement. Fourth, the probability of plaintiffs’ success on the merits also supports approval of the proposed Settlement Agreement. Although Plaintiffs maintain they would likely be successful on the merits at trial, the complicated nature of the alleged FDC boundary-error problem, the application of a relatively new federal statute, Title 18 U.S.C. § 1030, and the vigorous defense presented by Toshiba — all lend support to this Court’s approval of the proposed Settlement Agreement. Fifth, the range of possible recovery in this case also supports approval of the proposed Settlement Agreement. If Toshiba’s limitation of remedies under UCC § 2-719 had been established at trial, the class members’ only remedy may have been a repair or replacement. To the extent that the Plaintiffs recovered cash payments for class members in this settlement, they may have recovered more than they would have recovered had the matter been tried on its merits. The class members can be compensated according to the age and warranty status of the computers in question, thereby providing a simple, objective quantification of damages, unlike the situation in personal injury actions such as Amchem v. Windsor, 521 U.S. 591, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997). Additionally, the class members’ non-consequential damages can be determined based on when they purchased a computer containing the alleged FDC boundary-error problem. Any possible ability of this alleged FDC boundary-error problem occurring has been eliminated and will not appear in Toshiba laptop or notebook computers manufactured in the future. Finally, if the Plaintiffs obtained a judgment against Toshiba in excess of the value of its assets in the United States, it would be difficult to collect that judgment from the assets of Toshiba located in Japan. A settlement should not be disapproved simply because it contains an in-kind benefit component if the benefits are of real, economic value to the class members. The in-kind relief made available as a result of the proposed Settlement Agreement provide significant value to class members. This is true not only of the software patch, external floppy disk drive, and hardware fix to which they are entitled; it is also true of the coupons (the “Toshiba Bucks”). The Toshiba Bucks are designed to be as much like cash as possible — specifically, they’re assignable, aggregational, and transferable. The only significant difference between Toshiba Bucks and cash is that Toshiba Bucks can be used to purchase only Toshiba products. Although this difference diminishes the value of the coupons somewhat, the economic value that remains is quite substantial. Additionally, the placing of Toshiba Bucks on electronic media further enhances then' value. The versatile coupon program used in this case can serve as a model for the design of coupons in class-action settlements. The obligations imposed upon Toshiba under the terms of the proposed Settlement Agreement, even if one ignores the cash-payment obligations, constitute real and quantifiable value to the class members and should be included in determining the total economic value provided to the class by virtue of the proposed Settlement Agreement. Sixth, and finally, the opinions of Class Counsel, Class Representatives, and absent class members all support approval of the proposed Settlement Agreement. Class Counsel and Class Representatives Shaw and Moon all support approval of the proposed Settlement Agreement. Additionally, this Court takes judicial notice that, despite a potential class of thousands — -if not millions — of owners of roughly five million (5,000,000) Toshiba laptop computers, fewer than thirty (30) objections were filed in response to the well-publicized announcement of this proposed Settlement Agreement. Also, the proposed Settlement Agreement treats class members solely by objective criteria triggered by the age of their computers and whether the warranty is still in place; therefore, there are no intra-class conflicts such as those that occurred in Amchern and Ortiz. This court, therefore, concludes that there are no varying interests within this class that warrant the creation of subclasses. Additionally, Class Counsel do not have competing duties with respect to any hypothetical subsets of the class because the award to Class Counsel is not based upon the recovery of any particular subgroup of claimants. Finally, the charity created by this settlement does not harm the class members because the charity receives funds only after all class members making claims have been paid pursuant to the proposed Settlement Agreement. For all of these reasons, this Court finds the proposed Settlement Agreement is fair, adequate, and reasonable. 5. Attorneys’ Fees in Class Actions It is not the critic who counts, not the man who points out how the strong man stumbled, or where the doers of deed could have done better. The credit belongs to the man who is actually in the arena: whose face is marred by the dust and sweat and blood; who strives valiantly; who errs and comes short again and again ... who knows the great enthusiasms, the great devotions, and spends himself in a worthy cause; who, at the best, knows in the end the triumph of high achievement; and who, at the worst if he fails, at least fails while daring greatly, so that his place shall never be with those cold and timid souls who know neither victory nor defeat— Theodore Roosevelt. In addition to seeking approval of the approximately $2.1 billion ($2,100,000,00) Settlement Agreement, the parties ask this Court to approve an award of $147.5 million ($147,500,000.00) in attorneys’ fees. It will. A. The Court’s Duty to Assess the Reasonableness of Attorneys’ Fees in Class Actions Rule 23(e) says, in its entirety: A class action shall not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to all members of the class in such a manner as the court directs. Fed.R.CivP. 23(e) (emphasis added). Obviously, there is a “duty under Rule 23 to protect absent class members and to police class action proceedings.” Strong v. Bell-South Telecommunications, Inc., 137 F.3d 844, 849 (5th Cir.1998). This duty extends beyond the bounds of merely reviewing the substantive terms of the proposed settlement. Indeed, “the duty to investigate the provisions of the suggested settlement includes the obligation to explore the manner in which fees of class counsel are to be paid and the dollar amount for such services.” Foster v. Boise-Cascade, Inc., 420 F.Supp. 674, 680 (S.D.Tex.1976), aff'd, 577 F.2d 335 (5th Cir.1978). “To fully discharge its duty to review and approve class action settlement agreements, a district court must assess the reasonableness of the attorneys’ fees.” Strong, 137 F.3d at 849 (citing Piambino v. Bailey, 610 F.2d at 1306). Moreover, an examination of attorneys’ fees pr