McDonough v. Toys "R" Us, Inc. (80 F. Supp. 3d 626, 2015)

MEMORANDUM

ANITA B. BRODY, District Judge.

I. Background & Initial Settlement... .634

II. Third Circuit Appeal.635

III.Post-Appeal Settlement. Oí CO Oí

A. Settlement Terms . Oí CO Oí

B. Preliminary Approval. Oí CO 00

C. Exclusion Requests and Objections Oí CO 00

IV. Final Approval of the Post-Appeal Settlement.639

A. Factors for Considering Final Approval .639

B. Girsh Factors.640

C. Prudential Considerations.646

D. Baby Products Considerations.647

V. Plan of Allocation.648

A. Standard of Review.648

B. Proposed Plan.648

C. Modification .648

VI.Attorneys’ Fees & Expenses for Class Counsel. Gi

A. Common Fund.'. Gi cn

B. Lodestar.'. Gi or

C. Class Counsel’s Fee Award. Gi cn

D. Costs . Gi cn

VII.Attorneys’ Fees for Objectors . Gi ÜI 00

A. Authority for Granting Attorneys’ Fees to Objectors Gi C7I 00

B. Common Fund Award for Objector Young. Gi G\ CD

C. Lodestar Cross-Check for Objector Young. Gi tO

D. Attorneys’ Fees for Other Objectors . Gi CO

VIII. 665 Incentive Awards for Class Representatives and Objectors

IX.Conclusion. 665

Following eight years of antitrust class action litigation between consumers, a baby product retailer, and baby product manufacturers, class counsel have filed petitions for final approval of the Posb-Ap-peal Settlement Agreement (“P-A Settlement”) (ECF No. 864); for attorneys’ fees, expenses, and special incentive awards for class representatives (ECF No. 863); and for final approval of the plan of allocation (ECF No. 865). After holding a final fairness hearing on October 6, 2014, I will now approve the final settlement agreement and a modified allocation plan. I will also grant in part and deny in part class counsel’s request for attorneys’ fees, reimbursement of expenses and incentive awards for class representatives. Finally, I will grant in part and deny in part Objector Kevin Young’s request for attorneys’ fees and an incentive award.

1. Background & Initial Settlement

On January 19, 2006, a group of consumers (collectively, “Plaintiff Consumers”) brought this putative consumer class action for violations of Sections 1 and 2 of the Sherman Anti-Trust Act, 15 U.S.C. §§ 1, 2, against Babies “R” Us, Inc. (“BRU”), a leading national retail chain in the baby products market, and against a number of manufacturers of baby products (collectively, “Defendant Manufacturers”). Plaintiff Consumers alleged that BRU conspired with Defendant Manufacturers to restrict competition by requiring all retailers to sell their goods at or above a minimum resale price. Plaintiff Consumers alleged that as a result they paid inflated prices for baby products manufactured by Defendant Manufacturers.

On July 15, 2009, I granted class certification under Federal Rule of Civil Procedure 23(b)(3) and created subclasses based on the different products the consumers purchased and the timeframe of those purchases. ECF No. 585. I restricted the subclass periods to the date when the case was first filed. This restriction prompted additional consumers to file a related suit on December 28, 2009 (Elliott, et al. v. Toys “R” Us, Inc., et al. (09-cv-6151)).

Shortly before trial was set to begin, the parties announced that they had reached a settlement (the “Initial Settlement”). The Initial Settlement created a $35.5 million common fund. The parties estimated that after deduction of administrative expenses and attorneys’ fees, the net settlement fund available to the class would total $21.5 million. The settlement established claim procedures for class members and provided that any funds not claimed by class members would be distributed cy pres to charities of the parties’ choosing, subject to the court’s final approval. On January 31, 2011,1 issued an order preliminarily approving the Initial Settlement that defined the Elliott subclasses, consolidated the two cases, and set August 1, 2011 as the claims deadline. ECF No. 706. On July 6, 2011, I held a final fairness hearing. Ten members of the class filed objections to various aspects of the settlement, and two objectors made oral presentations at the hearing. Following the hearing, I ordered class counsel to provide legal bills and other documentation in support of their pending motions for in camera review. ECF No. 775. After considering the fairness, reasonableness, and adequacy of the settlement and reviewing class counsel’s fee request, I approved the Initial Settlement agreement and related motions on December 21, 2011. ECF No. 788. I issued an amended opinion on January 4, 2012. ECF No. 793.

At the close of the Initial Settlement claims process in August 2011, class members’ claims, trebled, totaled approximately $3 million. ECF No. 857 at 1-2 (Pis.’ Mem. in Support of Mot. for Prelim. Approval of P-A Settlement). This meant that an estimated $15.5 million would be distributed to cy pres beneficiaries. Id. Because the final fairness hearing for the Initial Settlement was held before the claims deadline passed, the parties and I were unaware that the claims rate would be so low and therefore the value of direct benefit going to class members would also be low in comparison to the approximately $18.5 million net settlement fund.

II. Third Circuit Appeal

In January 2012, after I approved the Initial Settlement and class counsel’s fee request, three class members who objected to the Initial Settlement — Kevin Young, Allison Lederer, and Clark Hampe — appealed final approval of the Initial Settlement to the Third Circuit. Young raised three issues relating to cy pres on appeal: (1) that the settlement should distribute all of the funds to class members, rather than to cy pres recipients, to ensure full compensation for their losses; (2) that the court should have discounted the value of the cy pres distribution in determining class counsel’s fee award; and (3) that the class notice was deficient because it did not identify the cy pres recipients. Young’s main concern was the significant and unanticipated size of the cy pres award.

On February 19, 2013, the Third Circuit vacated approval of the Initial Settlement. In re Baby Prods. Litig., 708 F.3d 163, 169 (3d Cir.2013) (“Baby Prods.”). The Third Circuit’s primary reasoning was that at the time of final approval of the Initial Settlement, “the amount of compensation that [would] be distributed directly to the class” was unknown. Id. at 175. Thus, the Third Circuit concluded that in addition to the Girsh and Prudential analysis of the fairness of a class action settlement, a district court must consider “the degree of direct benefit provided to the class.” Id. at 174 (citing Girsh v. Jepson, 521 F.2d 153 (3d Cir.1975); In re Prudential Ins. Co. America Sales Practice Litig., 148 F.3d 283 (3d Cir.1998)). Additionally, the Third Circuit vacated the fee award because it was based on the vacated final settlement, explaining that “the level of direct benefit provided to the class in calculating attorneys’ fees” needs to be addressed. Id. at 170. The Third Circuit concluded that there was no error in the notice provided to the class about the cy pres recipient selection process. Id.

The Third Circuit directed that on remand I “consider whether this or any alternative settlement provides sufficient direct benefit to the class before giving [my] approval.” Id. at 174.

III. Post-Appeal Settlement

Following the Third Circuit’s ruling, the parties restructured the settlement to address the Third Circuit’s concerns and “maximize the direct benefit to Settlement Class Members.” ECF No. 864 at 5 (Pis.’ Mot. for Final Approval of P-A Settlement).

A. Settlement Terms

The Post-Appeal Settlement Agreement (“P-A Settlement”), ECF No. 864, Ex. 1,' contains the following new provisions negotiated to cure the low claims rate and provide for maximum direct distribution to the class:

• The parties used the Babies “R” Us (“BRU”) purchase records to identify more than 1.1 million class members and their purchase and contact information.

• The class members identified in BRU records were not required to go through the claims process or submit any proof of purchase. These class members will receive checks following final approval of the settlement.

• Class members who purchased baby products but who were not identified in BRU records were permitted to submit new types of evidence. The settlement relaxed the proof of purchase requirement by enabling a class member to submit a claim with two sworn corroborating affidavits.

• The settlement eliminated the cy pres distribution and substituted a reverter to the Defendants. Following a ninety-day check cashing period, any funds unclaimed by class members will go directly to the Defendants.

• Once the Defendants receive any unclaimed funds, they shall issue coupons to class members who cash their checks. Whether any coupons are issued depends on the size of the revert-er. The coupons will be distributed to class members who provided email addresses and will only provide discounts on the baby products that are the subject of this class action. Because of the tentative and insubstantial nature of the coupon provision and the substantial restrictions on the coupons, this provision will not be considered in the analysis of benefits to the class.

Most importantly, the Defendants agreed to share Babies “R” Us (“BRU”) purchase records to identify more than 1.1 million claims. The use of BRU records dramatically increased the number of class members receiving compensation from the Initial Settlement to the P-A Settlement. Garden City Group (“GCG” or the “Claims Administrator”) cross-checked the claims identified in BRU records with valid claims already submitted to eliminate duplicate claims. ECF No. 884 ¶ 18, Aff. of Susan Mancuso in Support of Pis.’ Mot. for Final Approval of P-A Settlement (“Mancuso Aff.”). 22,055 valid claims were submitted during the Initial Settlement and carried over to the P-A Settlement. Id. ¶ 19; PA Settlement ¶ 18 (explaining that valid Initial Settlement claims remain valid under the P-A Settlement if the claims were accompanied by documentary proof of purchase). In addition, GCG received and processed 1,810 new claim forms by the close of the P-A Settlement claims period. Mancuso Aff. ¶21. GCG also gave 6,801 class members who submitted invalid claims the opportunity to cure the deficiencies in their claims. Id. ¶¶ 28-30. By the close of the deficiency resolution process on October 2, 2014, GCG received 352 responses and approved 210 additional claims for settlement benefits. ECF No. 891, Supp. Aff. of Susan Mancuso (“Man-cuso Supp. Aff”) ¶4. There are 1,188,456 valid and timely claims to be paid from the Net Settlement Fund following final approval of the P-A Settlement. The vast majority of these claims were generated from BRU records, meaning that most claimants did not submit claim forms or any proof of purchase because the parties already had their purchase and contact information.

The P-A Settlement relaxed the proof of purchase requirements for class members. In the Initial Settlement, class members who lacked documentary proof of purchase could receive a one-time, $5 capped payment by submitting a claim form. Though these $5 claims are not valid under the PA Settlement, class members who lack documentary proof of purchase can still submit claims using proof from other sources and are not restricted to the $5 capped payment. In particular, the parties agreed that a class member could submit corroborating sworn affidavits from two other people attesting to the class member’s purchase. Class members identified in BRU records or who submitted claims with valid proof of purchase but not proof of actual purchase price are eligible to recover up to twenty percent (20%) of the estimated purchase price of a baby product, to be trebled if sufficient funds exist in the Net Settlement Fund. ECF No. 865 at 5 ¶ 6(a)-(c) (Proposed Allocation Order). Class members with proof of actual purchase price can receive up to 20% of the actual purchase price of a product, to be trebled if sufficient funds exist in the Net Settlement Fund. Id.

Next, the parties eliminated the cy pres distribution in the P-A Settlement and substituted a reverter to the Defendants. The value of any checks not cashed by class members within ninety days of distribution will revert to the Defendants.

Finally, following reverter of unclaimed funds to the Defendants, claimants who cashed their checks and provided email addresses will receive coupons for discounts on the baby products that are the subject of the settlement. The coupons will be valid at Babies “R” Us and Toys “R” Us stores. ECF No. 864, Ex. 1-1 (sample coupon).

B. Preliminary Approval

On May 14, 2014, I issued an order preliminarily approving the P-A Settlement. ECF No. 859. The order set the parameters of the Elliott subclasses and consolidated the McDonough and Elliott cases. Id. I set the claims and opt-out deadline for August 22, 2014. Objections to and comments in support of the P-A Settlement were also due by August 22, 2014. I set August 29, 2014 as the deadline for responding to any objections, and also scheduled a final fairness hearing for October 6, 2014. This timeline ensured that all claims were filed and all class members identified before consideration of final approval of the P-A Settlement.

C. Exclusion Requests and Objections

Class members filed a total of ninety-nine timely exclusion requests in connection with the Initial and P-A Settlements. Mancuso Supp. Aff. ¶ 27. Class members filed forty exclusion requests in connection with the Initial Settlement and sixty-one requests in connection with the P-A Settlement. Id. The class members who opted out of the Initial Settlement received notice of the P-A Settlement and had the opportunity to revoke their exclusions, but the terms of the settlement provided that their opt-outs otherwise remained valid. Two class members who filed requests for exclusion from the Initial Settlement refiled requests. The Claims Administrator eliminated those duplicate requests, for a total of ninety-nine exclusions. Id.

Five alleged members of the class objected to approval of the P-A Settlement and/or class counsel’s motion for attorneys’ fees and expenses. Kevin Young and Allison Lederer, two of the Objectors who appealed the Initial Settlement to the Third Circuit, filed objections to the P-A Settlement and class counsel’s fee and expense application. Kim Morrison filed an objection to the P-A Settlement and class counsel’s fee and expense request. Susan House and Chanel Barnett also filed objections, but they did not submit valid claims. Only counsel for Objector Young appeared before the Court at the final fairness hearing on October 6, 2014. None of the other objectors nor their counsel appeared.

IY. Final Approval of the Post-Appeal Settlement

“[A] class action cannot be settled without the approval of the court and a determination that the proposed settlement is ‘fair, reasonable and adequate.’” In re Prudential, 148 F.3d at 316 (quoting In re G.M. Corp. Pick-Up Truck Fuel Tank Prods. Liab. Litig., 55 F.3d 768, 785 (3d Cir.1995)). Settlements are ultimately “private contracts reflecting negotiated compromises.” Baby Prods., 708 F.3d at 173 (citing Sullivan v. DB Invs., Inc., 667 F.3d 273, 312 (3d Cir.2011)). Therefore, “[t]he role of a district court is not to determine whether the settlement is the fairest possible resolution — a task particularly ill-advised given that the likelihood of success at trial (dn which all settlements are based) can only be estimated imperfectly.” Id. at 173-74. The district court’s role is to “determine whether the compromises reflected in the settlement — including those terms relating to the allocation of settlement funds — are fair, reasonable, and adequate when considered from the perspective of the class as a whole.” Id. at 174.

A. Factors for Considering Final Approval

In the Third Circuit, courts must consider three sets of factors when determining the fairness, adequacy, and reasonableness of a proposed class action settlement: (1) the Girsh nine-prong test; (2) the considerations outlined in Prudential; and (3) the new requirements articulated in Baby Products. District courts “must make findings as to each of the Girsh factors, and the Prudential factors where appropriate,” and “cannot substitute the parties’ assurances or conclusory statements for [their] independent analysis of the settlement terms.” In re Pet Food Prods. Liab. Litig., 629 F.3d 333, 350-51 (3d Cir.2010). I will also make findings as to the Baby Products direct benefit considerations. Here, the Girsh factors, relevant" Prudential considerations, and Baby Products analysis weigh in favor of settlement approval.

The Third Circuit directed district courts to consider the following nine factors in Girsh v. Jepson:

(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; (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) (internal quotation marks and ellipses omitted).

In more recent decisions, the Third Circuit has suggested an expansion of the nine-prong test when appropriate to include what are now referred to as Prudential considerations:

the maturity of the underlying substantive issues, as measured by experience in adjudicating individual actions, the development of scientific knowledge, the extent of discovery on the merits, and other facts that bear on the ability to assess the probable outcome of a trial on the merits of liability and individual damages; the existence and probable outcome of claims by other classes and subclasses; the comparison between the results achieved by the settlement for individual class or subclass members and the results achieved — or likely to be achieved — for other claimants; whether class or subclass members are accorded the right to opt out of the settlement; whether any provisions for attorneys’ fees are reasonable; and whether the procedure for processing individual claims under the settlement is fair and reasonable.

In re Prudential, 148 F.3d at 323; see also In re Pet Food, 629 F.3d at 350.

In the Baby Products decision, the Third Circuit articulated an additional line of inquiry for district courts to use when analyzing a proposed class action settlement:

one of the additional inquiries for a thorough analysis of settlement terms is the degree of direct benefit provided to the class. In making this determination, a district court may consider, among other things, the number of individual awards compared to both the number of claims and the estimated number of class members, the size of the individual awards compared to claimants’ estimated damages, and the claims process used to determine individual awards.

Baby Prods., 708 F.3d at 174. The Third Circuit made clear that a district court must have specific details about the value of the settlement to class members.

B. Girsh Factors

i. The Complexity, Expense, and Likely Duration of the Litigation

If this matter were to proceed to trial, the litigation would be lengthy. Antitrust class actions are particularly complex to litigate and therefore quite expensive. . See In re Auto. Refinishing Paint Antitrust Litig., MDL No. 1426, 2008 WL 63269, at *5, 2008 U.S. Dist. LEXIS 569, at *14 (E.D.Pa. Jan. 3, 2008) (“This litigation, like most antitrust cases, has been exceedingly complex, expensive, and lengthy.”) (emphasis added). “An antitrust class action is arguably the most complex action to prosecute .... ” In re Linerboard Antitrust Litig., 296 F.Supp.2d 568, 577 (E.D.Pa.2003) (internal quotation marks omitted); see also In re Shopping Carts Antitrust Litig., MDL No. 451, 1983 WL 1950, at *7, 1983 U.S. Dist. LEXIS 11555, at *17 (S.D.N.Y. Nov. 18, 1983) (noting that “antitrust price fixing actions are generally complex, expensive, and lengthy”). These same considerations of time and expense that supported approval of the Initial Settlement support approval here. Following the Third Circuit’s vacatur of the Initial Settlement, the parties restructured the settlement rather than proceed to trial. They returned to the drawing board to change the settlement terms following the appeal. Thus, this factor counsels in favor of settlement as private resolution of the parties’ conflict reduces expenses and avoids delay.

ii. The Reaction of the Class to the Settlement

More than 1.1 million class members received notice of the P-A Settlement via direct mail and email. Mancuso Aff. ¶¶ 22-26. A short-form notice was published in nationally circulated consumer magazines and there was “banner” advertising on highly trafficked websites. A press release was issued through PR New-swire in both English and Spanish and posted to PR Newswire’s Twitter accounts. Id. ¶ 26. Additionally, an informational website specifically tailored to the settlement (www.babyproductsantitrust settlement.com) and a toll-free hotline (1-888-292-8492) were established to provide notice and support to class members. ECF No. 864-2, Ex. 2 ¶ 9 (Dowd Deck).

The notice established an August 22, 2014 deadline for class members to opt out of the settlement or to file objections. Class members filed a total of ninety-nine timely exclusion requests. Mancuso Aff. ¶¶ 10, 27. Class members submitted three valid objections. Id. ¶ 27.

Allison Lederer and Kim Morrison filed objections to the reverter and coupon provisions, as well as to the attorneys’ fees request. ECF Nos. 870, 876. Kevin Young, who successfully appealed final approval of the Initial Settlement to the Third Circuit, filed the other objection. Young objects to the P-A Settlement only insofar as it does not provide for a fee award for his counsel and an incentive award for himself. As explained in the section on objector attorney fees, this concern is irrelevant because no party disputes that Young is entitled to fee and incentive awards; I will award fees and an incentive award to Young for his significant work as an objector. Young’s remaining objection is to class counsel’s fee and expense request. ECF No. 871 at 4. At the Final Fairness Hearing on October 6, 2014, Young’s counsel explained that “our only remaining objection is to the fees.” Final Fairness Hearing Tr. 20.

The overwhelming majority of class members neither opted out nor objected. Although courts routinely infer support for a settlement from the absence of a large number of objectors, courts “must be cautious about ‘inferring support from a small number of objectors to a sophisticated settlement.’” In re Ikon Office Solutions, Inc. Sec. Litig., 194 F.R.D. 166, 179 (E.D.Pa.2000) (quoting In re G.M., 55 F.3d at 812). Nonetheless, the limited number of objections reveals some measure of the strength and depth of the opposition. Further, the most vociferous objector to the Initial Settlement, Kevin Young, takes issue only with class counsel’s proposed fee award and his own ability to receive a fee award, not with the benefits provided to class members under the P-A Settlement. ECF No. 871 at 1 (acknowledging that “the revised settlement provides a massive improvement in the direct benefit to class members”); Final Fairness Hearing Tr. 20. Allison Lederer also objects to class counsel’s fee request. The adequacy of the settlement will be considered separately from class counsel’s fee request. The objections to the fee request will be addressed in the appropriate section below. Lederer also objects to the reverter and coupon provisions, arguing that the revert-er unfairly benefits the Defendants and the coupons do not provide meaningful compensation to class members. ECF No. 870. As. discussed below, the reverter and coupon provisions of the settlement do not render the settlement unfair, unreasonable, or inadequate.

The Claims Administrator will distribute the Net Settlement Fund by mailing class members checks valid for 90 days. Paragraph 13 of the proposed Allocation Order provides that any unclaimed money from these checks will revert to the Defendants:

If after the Payment Period [90 days] there are any funds remaining in the Net Settlement Fund or any Individual Settlement Fund or in the Excess Amount or any other funds to which the Settlement Fund was allocated or distributed after all payments ordered by the Court have been made (“Final Remaining Amount”), the Claims Administrator is directed to pay such Final Remaining Amount to Defendants as Defendants shall jointly instruct the Settlement Trustee and/or Claims Administrator.

ECF No. 864, Ex. F to Ex. 1.

The reverter to the Defendants will only come into play if some of the more than 1.1 million class members fail to cash their checks. P-A Settlement ¶ 20. Objectors Allison Lederer and Kim Morrison object to a reverter of any unclaimed funds to the Defendants. Lederer argues that because the Defendants agreed to the Initial Settlement without a reverter provision, there is no “compelling justification” for the restructured settlement to provide for a reverter when the size of the common fund remains the same. ECF No. 870, at 3-4. Morrison argues that the reverter (and coupons) constitutes a windfall to the Defendants. ECF No. 876 at 2. Although courts view reverter provisions with caution, “[t]he role of a district court is not to determine whether the settlement is the fairest possible resolution.” Baby Prods., 708 F.3d at 173-74. A court must “determine whether the compromises reflected in the settlement — including those terms relating to the allocation of settlement funds — are fair, reasonable, and adequate when considered from the perspective of the class as a whole.” Id. at 174. After the Third Circuit vacated approval of the Initial Settlement, that agreement ceased to exist. The parties were free to take the cáse to trial. Instead, they negotiated a new settlement, restructuring the allocation of the $35.5 million settlement agreement previously reached. The parties could have increased or decreased the amount of the settlement fund. No party had any obligation to settle again, let alone agree to any of the same terms embodied in the Initial Settlement.

Although the Federal Judicial Center describes reversion of unclaimed funds to defendants as a “hot button indicator” of potential unfairness of a class action settlement, this reverter is part of the compromise and does not render the P-A Settlement unfair or unreasonable. Federal Judicial Center, Managing Class Action Litigation: A Pocket Guide for Judges 17, 19-20 (3d ed.2010). By automatically approving so many class members for settlement benefits, the P-A Settlement represents a substantial improvement over the Initial Settlement, whose claims structure resulted in a low claims rate. Because the Claims Administrator will distribute the entire Net Settlement Fund directly to class members, the reverter provision does not detract from the adequacy of the other provisions to ensure maximum class recovery.

In the alternative, Lederer suggests that the Court require class counsel to provide an estimate of the amount of the reverter. ECF No. 870 at 4. Imposing such a requirement is infeasible and unnecessary. Lederer argues that a substantial reverter is likely because many class members may have moved from the addresses on file with BRU. ECF No. 886 at 3. The Claims Administrator took appropriate measures to confirm and update class members’ addresses. Mancuso Supp. Aff. ¶ 3. The Claims Administrator ran more than 1.1 million addresses through the Postal Service’s Change of Address database and updated more than 200,000 addresses. Id. These efforts ensure that settlement checks will reach class members; there is no need to “validate] the accuracy of the addresses through a statistically relevant mailing to a sample” of class members following the notice process. ECF No. 886 at 4. The entire Net Settlement Fund will be distributed directly to these class members. Therefore, Lederer’s related argument that the Court has insufficient information about the actual distribution of funds to class members is without merit. ECF No. 886 at 2.

Ultimately, Lederer argues that the PA Settlement presents the same issue that resulted in the vacatur of the Initial Settlement approval: the “actual allocation” of the settlement fund to class members is unascertainable. Baby Prods., 708 F.3d at 169. Here, the actual, direct distribution to the class is known: the Net Settlement Fund of $17,451,993. Following final approval of the P-A Settlement, checks will issue in the cumulative amount of the entire Net Settlement Fund. Because “the actual distribution of funds can be estimated with reasonable accuracy,” there is no need to “withhold final approval of [the] settlement.” Id. at 174.

Finally, Lederer argues that the settlement should not provide coupons because they “will not provide meaningful compensation to class members and will not provide any deterrence to Defendants.” ECF No. 886 át 5-6. The P-A Settlement is first and foremost a cash settlement. It cannot fairly be deemed a coupon settlement. No class member will receive a coupon as his or her sole or primary recovery. The “meaningful compensation” in this settlement will reach class members in the form of checks representing a percentage of their damages. Therefore, the presence of a reverter and coupon provision does not detract from the fairness of the settlement as a whole. In sum, the reaction of the class to the proposed settlement counsels in favor of approval,

in. The Stage of the Proceedings and the Amount of Discovery Completed

The Girsh and Prudential Courts explained that the stage of the lawsuit and amount of discovery completed prior to settlement also must factor into the approval decision. These factors weigh in favor of approval because the parties engaged in extensive discovery and trial preparation prior to the Initial Settlement, and thus prior to the P-A Settlement. Explaining the rationale behind the third Girsh factor, the Third Circuit wrote:

The parties must have an “adequate appreciation of the merits of the case before negotiating.” To ensure that a proposed settlement is the product of informed negotiations, there should be an inquiry into the type and amount of discovery the parties have undertaken.

In re Prudential, 148 F.3d at 319 (quoting In re G.M., 55 F.3d at 813); see also Bell Atl. Corp. v. Bolger, 2 F.3d 1304, 1314 (3d Cir.1993) (“[P]ost-discovery settlements are more likely to reflect the true value of the claim and be fair.”)- During the five years leading to the Initial Settlement, the parties conducted extensive discovery that included the review of over one million pages of documents, more than thirty depositions, and the exchange of expert reports. By the time Initial Settlement negotiations began in earnest, discovery had already closed and the parties were preparing for trial. The arms-length negotiations also involved in-person mediation before Professor Eric Green. Therefore, the parties had already gained a thorough understanding of the strengths and weaknesses of their cases, and this settlement represents an informed resolution of the matter. Following the Third Circuit’s va-catur of the Initial Settlement, the parties renegotiated the settlement rather than move forward with trial. This factor weighs in favor of approving the P-A Settlement.

iv. The Risks of Establishing Liability and Damages

The next two Girsh factors consider the risks of establishing liability and damages should the case go to trial. These two Girsh factors are closely related, so I will address them together. In addition to the inherent risk in any trial, counsel would need to establish liability under the Supreme Court’s Leegin decision. See Leegin Creative Leather Prods., Inc. v. PSKS, Inc., 551 U.S. 877, 127 S.Ct. 2705, 168 L.Ed.2d 623 (2007). Leegin impacts the allegations that the Resale Price Maintenance (“RPM”) agreements between BRU and Defendant Manufacturers prevented other retailers from selling the Manufacturers’ products at a discount. At the time of filing this lawsuit, such an agreement constituted a per se violation of the Sherman Antitrust Act. During the course of the litigation, the Supreme Court overturned nearly a century of precedent to rule that RPM agreements were no longer per se violations. See id. (overturning Miles Med. Co. v. John D. Park & Sons Co., 220 U.S. 373, 31 S.Ct. 376, 55 L.Ed. 502 (1911)). Such a change meant that the RPM agreements would now be analyzed under a rule-of-reason test and Plaintiff Consumers would “bear[ ] the initial burden of showing that the alleged [agreements] produced an adverse, anti-competitive effect.” In re Ins. Brokerage Antitrust Litig., 618 F.3d 300, 315 (3d Cir.2010) (citing Gordon v. Lewistown Hosp., 423 F.3d 184, 210 (3d Cir.2005)). The Defendants could now argue that the challenged agreements constituted reasonable restraints on trade and were thus legal. See Leegin, 551 U.S. at 885-86, 127 S.Ct. 2705. This became a substantial barrier to proving liability.

The dispute over damages would likely have resulted in an expensive battle of the experts and there was no way to anticipate a jury’s response to intricate economic data. Therefore, these two Girsh factors counsel in favor of settlement,

v. The Risks of Maintaining the Class Action through the Trial

Although I certified the McDonough classes in this case, class certification is subject to review and modification at any time during the litigation. See Zenith Labs., Inc. v. Carter-Wallace, Inc., 530 F.2d 508, 512 (3d Cir.1976). Since the commencement of this litigation, the Third Circuit and the Supreme Court have handed down seminal opinions that make it more difficult for plaintiffs to prevail on class certification. See In re Hydrogen Peroxide Antitrust Litig., 552 F.3d 305, 320 (3d Cir.2008) (requiring district courts to “make a definitive determination that the requirements of Rule 23 have been met before certifying a class”) (italics added); Wal-Mart Stores, Inc. v. Dukes, - U.S. -, 131 S.Ct. 2541, 180 L.Ed.2d 374 (2011) (creating a higher “commonality” threshold for class action certification under Fed.R.Civ.P. 23(a)(2)). Following the Third Circuit’s Hydrogen Peroxide opinion, I refused to extend the subclass periods beyond the initial filing of the McDon-. ough suit. See McDonough v. Toys “R” Us, Inc., 638 F.Supp.2d 461, 474 (2009). This decision led to the subsequent Elliott filing — in which class members sought certification for additional subclasses. I have not issued a separate class certification opinion regarding the Elliott subclasses, which are now being certified as part of the P-A Settlement. But the dispute over extending the time periods for the additional subclasses would at the very least lead to lengthy delays and higher expenses.

These relatively recent higher court opinions are still in the process of being interpreted. Thus, they present a challenge to class counsel and increase the likelihood of unfavorable appellate review of class certification. In fact, the Supreme Court had not announced the Wal-Mart decision until after class counsel filed the motion for final approval of the Initial Settlement.

Therefore, this Girsh factor counsels in favor of approving the P-A Settlement.

vi. The Ability of the Defendants to Withstand a Greater Judgment

The ability of the Defendants to withstand a greater judgment generally only comes into play when “a settlement in a given case is less than would ordinarily be awarded but the defendant’s financial circumstances do not permit a greater settlement.” Reibstein v. Rite Aid Corp., 761 F.Supp.2d 241, 254 (E.D.Pa.2011). That does not appear to be the case. I have not been presented with any evidence indicating that BRU or Defendant Manufacturers are at risk of insolvency. Yet it is impossible to predict the future finances of consumer product companies. Although the matter has now been resolved, Defendant Regal Lager delayed payment on its proposed settlement contribution due to a lack of funds. Even if solvency could be assured, I would follow my district court colleagues within the Third Circuit who “regularly find a settlement to be fair even though the defendant has the practical ability to pay greater amounts.” Bredbenner v. Liberty Travel, Inc., 2011 WL 1344745, at *15, 2011 U.S. Dist. LEXIS 38663, at *42 (D.N.J. Apr. 8, 2011) (citing McCoy v. Health Net, Inc., 569 F.Supp.2d 448, 462 (D.N.J.2008); Weber v. Gov’t Emps. Ins. Co., 262 F.R.D. 431, 446 (D.N.J.2009)). Therefore, this Girsh factor is neutral and neither supports nor undércuts approval of the P-A Settlement.

vii. The Range of Reasonableness of the Settlement Fund in Light of the Best Possible Recovery and All of the Attendant Risks of Litigation

The final Girsh factors consider whether the settlement fund is reasonable in light of the best possible outcome had the plaintiffs prevailed at trial and whether, considering all of the attendant risks of litigation, the amount of the settlement is reasonable.

These last two Girsh factors, often analyzed in conjunction, confirm that the P-A Settlement should be approved. “ ‘The fact that a proposed settlement may only amount to a fraction of the potential recovery does not, in and of itself, mean that the proposed settlement is grossly inadequate and should be disapproved.’” In re Cendant Corp. Sec. Litig., 109 F.Supp.2d 235, 263 (D.N.J.2000) (citation omitted). Rather, the recovery percentage “must represent a material percentage recovery to plaintiff, in light of all the risks considered under Girsh.” Id. (internal quotation marks omitted).

Here, the settlement amount represents approximately 24 percent of estimated actual damages. EOF No. 864-6 at 16. I have previously found a 15 percent recovery to be reasonable. See In re Corel Corp. Sec. Litig., 293 F.Supp.2d 484, 489-90 (E.D.Pa.2003). Other Judges on this Court have upheld far smaller settlements. In Nichols v. SmithKline Beecham Corp., Judge Padova upheld a settlement in the range of 9.3-13.9 percent of damages. No. 00-6222, 2005 WL 950616, at *16, 2005 U.S. Dist. LEXIS 7061, at *52 (E.D.Pa. Apr. 22, 2005). He found that percentage range to be “consistent with those approved in other complex class action cases.” Id. (citing In re Warfarin Sodium Antitrust Litig., 212 F.R.D. 231, 257 (D.Del.2002)). In a securities class action, the Third Circuit upheld a settlement in the 36-37 percent range, noting that it “far exceeded] recovery rates of any case cited by the parties.” In re Cendant Corp. Litig., 264 F.3d 201, 241 (3d Cir.2001). In upholding the settlement, the Third Court specifically pointed to the trial court’s application of a range of recoveries from 1.6-14 percent. Id. (citing In re Cendant Corp. Sec. Litig., 109 F.Supp.2d at 263).

Although this matter does not bear any uniquely heightened risks of litigation, there is always an inherent risk in proceeding with litigation — not the least of which is the inevitable delay associated with it. In In re G.M., the Third Circuit warned “against demanding too large a settlement ... after all, settlement is a compromise, yielding of the highest hopes in exchange for certainty and resolution.” 55 F.3d at 806. With that caution in mind, I agree with class counsel and find that the $35.5 million figure is reasonable. These two factors weigh in favor of approval.

C. Prudential Considerations

In Prudential, the Third Circuit explained that due to a “ ‘sea-change in the nature of class actions’ after Girsh was decided thirty-five years ago, it may be helpful to expand the Girsh factors” to add additional elements for district courts to consider when reviewing a proposed settlement agreement. In re Pet Food Prods. Liab. Litig., 629 F.3d 333, 350 (3d Cir.2010) (quoting In re Prudential Ins. Co. of Am. Sales Practice Litig., 148 F.3d 283 (3d Cir.1998)). Here, the relevant Prudential factors, many of which are covered in the above discussion of the Girsh factors, lend additional support for approving this settlement. First, the underlying substantive issues are mature in light of the experience of the attorneys, extent of discovery, posture of the case, and mediation efforts undertaken. See In re Prudential, 148 F.3d at 323. Second, class members had the right to opt-out of the settlement. See id. Next, the procedure for processing individual claims is reasonable because the vast majority of claims were approved without any effort on the part of class members. See id. Beyond the claims identified in BRU records, the Claims Administrator has sufficient discretion to ensure that individually submitted claims are handled in a responsible and just manner. See id. For example, the Claims Administrator gave class members who submitted invalid claims the opportunity to fix their claims through the deficiency resolution process. Mancuso Aff. ¶¶ 28-30, 37-38; Mancuso Supp. Aff. ¶ 4. Finally, as discussed later in this memorandum, the “provisions for attorneys’ fees are reasonable.” In re Prudential, 148 F.3d at 323.

D. Baby Products Considerations

In Baby Products, the Third Circuit decision vacating approval of the Initial Settlement in this lawsuit, the Circuit Court added a new set of factors for district courts to consider in analyzing proposed class action settlements:

We add today that one of the additional inquiries for a thorough analysis of settlement terms is the degree of direct benefit provided to the class. In making this determination, a district court may consider, among other things, [1] the number of individual awards compared to both the number of claims and the estimated number of class members, [2] the size of the individual awards compared to claimants’ estimated damages, and [3] the claims process used to determine individual awards. Barring sufficient justification, cy pres awards should generally represent a small percentage of total settlement funds.

.... Making these findings may also require a court to withhold final approval of a settlement until the actual distribution of funds can be estimated with reasonable accuracy. Alternatively, a court may urge the parties to implement a settlement structure that attempts to maintain an appropriate balance between payments to the class and cy pres awards. For instance, it could condition approval of a settlement on the inclusion of a mechanism for additional payouts to individual class members if the number of claimants turns out to be insufficient to deplete a significant portion of the total settlement fund.

Baby Prods., 708 F.3d at 174.

The P-A Settlement will provide a meaningful direct benefit to the class. First, it will pay 1,188,456 claims to a similar number of class members. More than 1.1 million of these claims were automatically approved for settlement awards. Therefore, the number of awards closely parallels the number of claims. Also, the P-A Settlement does not contain a cy pres award.

Second, the parties agreed to base awards on damages of twenty percent of the actual or estimated purchase price of a given baby product. P-A Settlement Agreement; see ECF No. 864, Ex. 3 (Ash-er Aff.). Individual awards will be distributed on a pro rata basis, so that each claimant will recover the same percentage of his or her damages.

Third, the claims process for the P-A Settlement presents no hurdle for the vast majority of class members, because Plaintiffs used BRU records to identify most of the class members. Those claimants do not have to submit any additional information to qualify for — and receive — benefits. Claimants who were not identified in BRU’s records will still recover if they submitted valid proof of purchase.

Based on the above information, the actual distribution of funds can be estimated with reasonable accuracy. The Baby Products analysis weighs in favor of approving the settlement.

V. Plan of Allocation

Class counsel seek approval of the proposed plan of allocation as set forth in their Motion for Entry of Proposed Allocation Order. ECF No. 865. For the reasons discussed below, I will modify the proposed allocation order and enter an appropriate one.

A.Standard of Review

When assessing proposed plans of allocation, courts utilize the same standard for determining whether to approve the settlement itself. Therefore, the proposed plan needs to be fair, reasonable and adequate. Baby Prods., 708 F.3d at 174 (explaining that the district court “must determine whether the compromises reflected in the settlement — including those terms relating to the allocation of settlement funds — are fair, reasonable, and adequate when considered from the perspective of the class as a whole.”); In re Cendant Corp. Litig., 264 F.3d at 248. “In general, a plan of allocation that reimburses class members based on the type and extent of their injuries is reasonable.” In re Ikon, 194 F.R.D. at 184. “A district court’s ‘principal obligation’ in approving a plan of allocation ‘is simply to ensure that the fund distribution is fair and reasonable as to all participants in the fund.’ ” Sullivan v. DB Invs., Inc., 667 F.3d 273, 326 (3d Cir.2011) (quoting Walsh v. Great Atl. & Pac. Tea Co., Inc., 726 F.2d 956, 964 (3d Cir.1983)).

As a “fiduciary” to the subclasses, I must consider the fairness and adequacy of representation of the various subclasses. In re Cendant Corp. Litig., 264 F.3d at 255 (explaining that traditionally the court is the “agent” wfio “oversee[s] the relationship between the class and its lawyers”); In re Rite Aid Corp. Sec. Litig., 396 F.3d 294, 307 (3d Cir.2005).

B. Proposed Plan

Under the proposed P-A Settlement, class members with proof of actual purchase price can receive up to twenty percent (20%) of the actual purchase price of a baby product. ECF No. 865 at 5 ¶ 6(a)-(c) (Proposed Allocation Order). Class members who lack proof of actual purchase price but provide other documentary proof can receive up to 20% of the estimated purchase price of a baby product. Id. Class members identified in BRU records also can receive up to 20% of the estimated purchase price of a baby product. Id. All class members are eligible to receive treble damages if sufficient funds exist in the Net Settlement Fund. The proposed Allocation Order designates a certain percentage of the Net Settlement Fund to be distributed to each subclass. Based on these percentages, some subclasses would receive treble damages, while others would receive only a fraction of their damages.

C. Modification

When the McDonough subclasses were certified, it was unclear whether there would be any rationale for differential recoveries among the subclasses. Now, at the time of final approval of a second settlement, it is clear that there is no evidentiary justification in the record for such a marked discrepancy in subclass recovery. Approving the proposed allocation order without modification would permit wildly varying recoveries among class members even for similarly priced products. The allegations in the case contain no analysis of degrees of fault among the Defendants. All Defendants are accused of the same conduct. There is no representation that the alleged illegal activity disproportionately impacted members of certain subclasses. Thus, on final re-examination, it is more equitable to distribute the Net Settlement Fund on a pro rata basis. All class members should receive the same percentage of their damages. Modification best represents the interests of the subclasses and of the class as a whole.

At the final fairness hearing, class counsel, defense counsel, and Objector-Young’s counsel all agreed that I have the authority to reallocate the P-A Settlement Fund and that reallocating the fund on a pro rata basis would be appropriate. Final Fairness Hearing Tr. 8-13. Paragraph 19 of the P-A Settlement provides (with emphasis added):

Subject to approval by the Court, the Net Settlement Fund will be allocated to the Settlement Subclasses as set forth in the Allocation Order. In the event the Court disapproves of or modifies the Allocation Order except with respect to the payment of the Final Remaining Amount (as defined in the Allocation Order) to Defendants, such disapproval or modification shall have no effect on the terms of the Settlement or the Effective Date.

Pursuant to Paragraph 19, I will modify the allocation order to provide for a pro rata distribution of the Net Settlement Fund to all class members. This distribution will compensate each class member for approximately twenty-nine percent (29%) of his or her damages. In a settlement, claimants generally cannot expect to receive the maximum amount they would have received had they gone to trial and prevailed. Settlement entails compromise, and it is reasonable for claimants to receive a percentage of the maximum recovery they would have received had they prevailed at trial. In re G.M., 55 F.3d at 806.

With the modifications described above, I approve the allocation of the Net Settlement Fund.

VI. Attorneys’ Fees & Expenses for Class Counsel

Class counsel request attorneys’ fees in the amount of $11,833,333.33, which represents 33-1/3 percent of the gross settlement amount. ECF No. 863 at 1. They also request reimbursement of out-of-pocket litigation expenses in the amount of $2,283,482.10. Id. Federal Rule of Civil Procedure 23(h) provides: “In a certified class action, the court may award reasonable attorney’s fees and nontaxable costs that are authorized by law or by the parties’ agreement.” The proposed settlement agreement provides for the award of attorneys’ fees and expenses. P-A Settlement ¶ 26. Nonetheless, “a thorough judicial review of fee applications is required in all class action settlements.” In re Prudential, 148 F.3d at 333 (quoting In re G.M., 55 F.3d at 819) (internal quotation marks omitted); see also Baby Prods., 708 F.3d at 178-80.

Courts generally use one of two methods for assessing attorneys’ fee requests: the lodestar method or the percentage-of-recovery method. In re Prudential, 148 F.3d at 333. The lodestar method is more commonly the starting point in statutory fee-shifting cases. Id. The percentage-of-recovery method, on the other hand, is “generally favored in cases involving a common fund.” Id. Either way, “it is sensible for a court to use a second method of fee approval to crosscheck its initial fee calculation.” In re Rite Aid, 396 F.3d at 300. This case involves a common fund, and therefore the percentage-of-recovery method is appropriate. Though not “outcome determinative,” the lodestar method is also relevant as a cross-check. Baby Prods., 708 F.3d at 179-80 n. 14 (noting that the “negative lodestar multiplier” in this case “suggests that class counsel would not be overpaid for their services if compensated as requested, but it also suggests that counsel has a significant financial incentive to cut its losses and settle the lawsuits”).

As discussed throughout this Section, reducing class counsel’s fee award is necessary. For the reasons described below, I will award class counsel $11,090,833.33, or 31.2% of the gross settlement fund.

A. Common Fund

The Third Circuit has identified ten factors for courts to consider in deciding an appropriate percentage-of-recovery fee award for class counsel in a class action settlement involving a common fund. The factors are:

(1) the size of the fund created and the number of beneficiaries, (2) the presence or absence of substantial objections by members of the class to the settlement terms and/or fees requested by counsel, (3) the skill and efficiency of the attorneys involved, (4) the complexity and duration of the litigation, (5) the risk of nonpayment, (6) the amount of time devoted to the case by plaintiffs’ counsel, (7) the awards in similar cases, (8) the value of benefits attributable to the efforts of class counsel relative to the efforts of other groups, such as government agencies conducting investigations, (9) the percentage fee that would have been negotiated had the case been subject to a private contingent fee arrangement at the time counsel was retained, and (10) any innovative terms of settlement.

In re Diet Drugs Prod. Liab. Litig., 582 F.3d 524, 541 (3d Cir.2009) (citing Gunter v. Ridgewood Energy Corp., 223 F.3d 190, 195 (3d Cir.2000); In re Prudential, 148 F.3d at 336—40). These Gunter/Pruden-tial factors are not exhaustive, and a district court should consider “ ‘any other factors that are useful and relevant with respect to the particular facts of the case.’ ” In re Diet Drugs, 582 F.3d at 541 n. 34 (quoting In re AT & T Corp. Sec. Litig., 455 F.3d 160, 166 (3d Cir.2006)).

In Baby Products itself, the Third Circuit provided additional direction for district courts: “In evaluating a fee award [the district court] should begin by determining with reasonable accuracy the distribution of funds that will result from the claims process.” Baby Prods., 708 F.3d at 179. The Third Circuit explained that this determination should precede the Gunter/Prudential analysis and the district court’s application of its own experience. Id. The Baby Products determination may require the district court “ ‘to delay a final assessment of the fee award to withhold all or a substantial part of the fee until the distribution process is complete.’ ” Id. (quoting Federal Judicial Center, Manual for Complex Litigation (Fourth) § 21.71 (2004)).

As discussed above, the entire Net Settlement Fund of $17,451,993.43 will be distributed to class members as a result of the P-A Settlement claims process. Unlike the Initial Settlement, here the total value of claims and the exact amount that will be distributed to the class are known. Because the P-A Settlement “adequately prioritizes direct benefit to the class,” the Baby Products factor weighs in favor of approving the fee award and there is no need to delay assessment of the fee award until the distribution process is complete. Id. at 178.

However, because counsel fulfilled their “responsibility” to obtain this direct benefit on the second try, I will decrease the fee award to recognize the efforts of Objector Young. Id. Next, the Gunter/Prudential factors will be analyzed with Objector Young’s contributions in mind.

i. The Size of the Fund Created and the Number of Persons Benefited

The size of the P-A Settlement is $35.5 million, the same gross amount as the Initial Settlement. However, the settlement now compensates astronomically more class members in addition to approximately 24,000 class members who submitted valid claims. Mancuso Aff. ¶¶ 19, 21; Mancuso Supp. Aff. ¶ 4; P-A Settlement ¶ 18. The Claims Administrator identified more than 1.1 million claims from BRU data and approved these claims for settlement benefits without requiring class members to submit claim forms or documentary proof of purchase. Mancuso Aff. ¶¶ 18, 37-38. In total, 1,188,456 claims will be paid following final approval of the P-A Settlement. The P-A Settlement maximizes the benefit to an enormous number of class members.

In general, as the size of the settlement fund increases, the percentage of the award decreases. See In re Prudential, 148 F.3d at 339 (citing In re First Fidelity Bancorporation Sec. Litig., 750 F.Supp. 160, 164 n. 1 (D.N.J.1990)). But this case does not involve a settlement award that is so large as to necessitate an automatic reduction in the percentage award. The Prudential recovery was in excess of $1 billion, and the Third Circuit cited to the trial court’s analysis of settlements above $100 million for establishing the inverse relationship principle. See In re Prudential, 148 F.3d at 339 (referencing In re Prudential, 962 F.Supp. 572, 585 (D.N.J.1997)). At $35.5 million, this proposed settlement fund is big enough to benefit the class members but not large enough to qualify for a mega-fund reduction in fees. Therefore, the size of the fund and the number of people who will recover damages weigh in favor of approving this fee petition.

ii. The Presence or Absence of Substantial Objections by Members of the Class to the Settlement Terms and/or Fees Requested by Counsel

The objections largely focus on class counsel’s fee request as well as the revert-er provision, which returns unclaimed funds to the Defendants.

Kevin Young argues that class counsel’s fee request — the same as in the Initial Settlement — is unreasonably high. ECF No. 871 at 1. He argues: “The Rule 23(h) request made by class counsel remains outsized: a total [including expenses] of more than $14 million, or 39.7% of the $35.5 million gross settlement value, and an even higher percentage of the portions of the settlement that actually provide benefit to the class.” Id. Young suggests that a 25% benchmark is appropriate for calculating attorneys’ fees and that the benchmark percentage should include attorneys’ fees and expenses. Id. at 5. Young renews his objection to class counsel’s request for attorneys’ fees calculated from the gross settlement fund. He also asserts that attorneys’ fees should be calculated after deducting administrative and legal expenses from the gross fund so that counsel do not benefit from a double-counting of certain amounts. Id. Finally, Young suggests that his appeal to the Third Circuit — which class counsel opposed — and the subsequent restructuring of the settlement fund warrant reduction of class counsel’s fee award because they “fail[ed] to negotiate a proper settlement in the first place.” Id. at 1. Objector Kim Morrison argues that class counsel failed to provide an explanation of why they should receive one-third of the settlement fund in attorneys’ fees. ECF No. 876 at 4. Without more detail from Objector Morrison, I will consider the arguments Young raises about the reasonableness of class counsel’s request. As discussed above, Allison Lederer argues that the reverter and coupon provision unfairly benefits the Defendants and does not provide meaningful compensation to class members. ECF No. 870. Although Lederer’s objection does not counsel against approving the settlement or the proposed fee award, Young’s objection counsels against approving the proposed fee award.

iii. The Skill and Efficiency of the Attorneys Involved

The three co-lead counsel firms, Hagens Berman Sobol Shapiro, LLP (“HBSS”), Spector Roseman Kodroff & Willis, P.C. (“SRKW”), and Wolf Haldenstein Adler Freeman & Herz, LLC (“Wolf Halden-stein”) are experienced plaintiffs’ firms that have done extensive work in the antitrust field. HBBS has served as lead counsel in some of the largest antitrust matters in U.S. history, including a multi-billion dollar settlement against Visa and MasterCard. SRKW spearheaded the In re Linerboard antitrust litigation that settled for more than $200 million and is one of the highest antitrust settlements in the Third Circuit Court of Appeals. See 321 F.Supp.2d 619 (E.D.Pa.2004). The firm also served as lead counsel in In re Flat Glass Antitrust Litig., 191 F.R.D. 472 (W.D.Pa.1999), and Stop and Shop Supermarket Co. v. SmithKline Beecham Corp., 2005 WL 1213926, 2005 U.S. Dist. LEXIS 9705 (E.D.Pa. May 19, 2005), two major antitrust matters within the Third Circuit. Wolf Haldenstein has similarly served as co-lead counsel in major class action lawsuits throughout the country. See, e.g., In re DRAM Litig., No. 02-1486-PJH, 2007 WL 2416513 (N.D.Cal. Aug. 15, 2007); In re MicroStrategy Sec. Litig., 150 F.Supp.2d 896 (E.D.Va.2001). All three firms ha