Full opinion text
OPINION OF THE COURT FISHER, Circuit Judge. At issue in this consolidated appeal are the standards a district court applies when deciding whether to certify a settlement-only class, approve a class settlement, and approve class counsel’s petition for attorneys’ fees. More specifically, we are presented with challenges to the District Court’s orders granting final approval of a $121,800,000 settlement and a $28,000,000 settlement, as well as to the District Court’s order approving an award of $29,500,000 for attorneys’ fees and expenses in conjunction with the larger of the two settlements. Appellants are members of the settlement class in one or both of the settlements who objected to various aspects of the settlement agreements prior to the District Court granting final approval of those agreements. Appellees are the settling parties, consisting of the plaintiffs, settling defendants, and intervenor attorneys general in one settlement, and the plaintiffs and settling defendants in the other settlement. Because we conclude that the class certification requirements of Federal Rule of Civil Procedure 23(a) and (b) were satisfied with respect to both settlement classes and that both settlements were fair under Federal Rule of Civil Procedure 23(e), we will affirm the District Court’s orders granting final approval of both settlements. We will also affirm the District Court’s order granting attorneys’ fees because we conclude that the District Court acted within its discretion in awarding a reasonable fee. I. Background The origins of this case date back to October 2004 when the New York State Attorney General, Eliot Spitzer, filed a civil complaint against the insurance broker Marsh & McLennan (Marsh) in New York state court, alleging that Marsh had solicited fixed bids from insurance companies and had then received improper payments for directing customers to those companies. In November 2004, a multistate group consisting of twelve attorneys general and several state insurance departments began investigating the alleged bid rigging and steering activities of brokers and insurers in the property and casualty insurance industry. Private parties commenced numerous putative class actions in federal courts across the country as well. On February 17, 2005, the Judicial Panel on Multidistrict Litigation consolidated these private civil actions from multiple jurisdictions under 28 U.S.C. § 1407 and transferred the cases to the United States District Court for the District of New Jersey for pretrial proceedings. In re Ins. Brokerage Antitrust Litig., 360 F.Supp.2d 1371 (2005). The plaintiffs claimed a vast conspiracy between some of the nation’s largest insurance brokers (the Broker Defendants) and insurance carriers (the Insurer Defendants) involving bid rigging and allocating or steering customers to defeat competition in the insurance market in exchange for high brokerage commissions. The District Court initially severed the various actions and realigned them into two consolidated dockets — one consolidated case pertaining to property and casualty commercial insurance (the Commercial Case) and the other consolidated case pertaining to employee benefits insurance (the Employee Benefits Case). See In re Ins. Brokerage Antitrust Litig., 2006 WL 2850607, at *2 (D.N.J. Oct.3, 2006). The plaintiffs in the Commercial Case are a proposed class of businesses, individuals, and public entities who, between August 26, 1994 and September 1, 2005, engaged the services of the Broker Defendants to obtain advice with respect to the procurement or renewal of commercial property and casualty insurance and entered into or renewed an insurance policy with the Insurer Defendants. The plaintiffs in the Employee Benefits Case are both employers who utilized the services of the Broker Defendants to obtain group insurance coverage from the Insurer Defendants for then* employees as part of their employee benefits plans and employees who obtained insurance from the Insurer Defendants through their employers’ benefits plans. In August 2005, the plaintiffs filed separate consolidated amended complaints in the Commercial Case and in the Employee Benefits Case. The plaintiffs in the Commercial Case alleged that “[t]he Broker Defendants and Insurer Defendants engaged in a combination and conspiracy to suppress and eliminate competition in the sale of insurance by coordinating and rigging bids for insurance policies, allocating insurance markets and customers and raising, maintaining or stabilizing premium prices above competitive levels.” (Corrected First Consolidated Am. Commercial Class Action Compl. ¶ 1.) The plaintiffs in the Employee Benefits case alleged that the Broker Defendants and Insurer Defendants “have conspired to manipulate the insurance market through undisclosed profit-sharing agreements and kickbacks in an effort to capture larger market shares and profits to the detriment of their unwitting clients and insureds. Although the Broker Defendants are hired to find the best insurance coverage at the lowest price, the Insurer Defendants pay the Broker Defendants undisclosed or inadequately disclosed Contingent Commissions, Communication Fees, and other compensation so that the Broker Defendants will steer their clients to them.” (Corrected First Consolidated Am. Employee Benefits Class Action Compl. ¶ 1.) The plaintiffs in both the Commercial Case and the Employee Benefits Case brought claims against the Broker and Insurer Defendants for violating the Sherman Act, 15 U.S.C. § 1, the Racketeer Influenced and Corrupt Organizations Act (RICO), 18 U.S.C. § 1962(c)(d), the antitrust laws of forty-eight states and the District of Columbia, and state common law duties (i.e., unjust enrichment and breach of fiduciary duty). The plaintiffs in both cases sought restitution, compensatory, punitive and treble damages, disgorgement, injunctive and declaratory relief, and attorneys’ fees and costs. After the plaintiffs filed their first amended complaints, the defendants filed motions to dismiss the federal claims in both cases pursuant to Federal Rule of Civil Procedure 12(b)(6), arguing that the facts alleged in the complaints were insufficient to state a cause of action for a Sherman Act or RICO violation. Almost a year later, on October 3, 2006, the District Court granted the defendants’ motions to dismiss for failure to state a cause of action as to the Sherman Act and RICO claims, but did so without prejudice and gave leave to the plaintiffs to amend their pleadings. In re Ins. Brokerage Antitrust Litig., 2006 WL 2850607 (D.N.J. Oct.3, 2006). Subsequently, the plaintiffs filed a supplemental statement of particularity in each case for them federal antitrust claims and an amended case statement for their RICO claims. The defendants renewed their motions to dismiss these claims pursuant to Rule 12(b)(6). On April 5, 2007, the District Court once again granted the defendants’ motions to dismiss these claims, without prejudice, and gave the plaintiffs leave to amend their pleadings. In re Ins. Brokerage Antitrust Litig., 2007 WL 1062980 (D.N.J. Apr.5, 2007). Not long thereafter, the plaintiffs filed a Second Amended Complaint in the Commercial Case and Employee Benefits Case, and the defendants again renewed their motions to dismiss the federal claims. On August 31, 2007 and September 28, 2007, the District Court dismissed the Sherman Act claims and RICO claims in both cases on Rule 12(b)(6) grounds and, this time, did so with prejudice. In re Ins. Brokerage Antitrust Litig., 2007 WL 2533989 (D.N.J. Aug.31, 2007); In re Ins. Brokerage Antitrust Litig., 2007 WL 2892700 (D.N.J. Sept.28, 2007). A. The Zurich Settlement In August 2005, the Zurich Defendants were added to the Commercial Case putative class action. At the same time as the litigation was proceeding, the Zurich Defendants were also the subject of investigations conducted by various state attorneys general and state departments of insurance stemming from the same alleged practices in the marketing and sale of commercial insurance. On October 14, 2005, the Zurich Defendants and the plaintiffs entered into a Memorandum of Understanding (MOU), which set forth the principal terms of a settlement of the claims against the Zurich Defendants. Specifically, the MOU established that any claims arising out of transactions with the Zurich Defendants from August 26, 1994 through September 1, 2005 would be resolved by the settlement and that, in return, the Zurich Defendants would establish a $100,000,000 settlement fund for the benefit of the Settlement Class. The Settlement Class included “all individuals or entities, who during the Settlement Class Period, engaged the services of (i) one of the Broker Defendants or any subsidiary or affiliate of a Broker Defendant in connection with a Settlement Class Policy Purchase from any Zurich Insurer, any Insurer Defendant or any insurance company that is not an affiliate or subsidiary of a Zurich Insurer, or (ii) any other broker ... in connection with a Settlement Class Policy Purchase from any Zurich Insurer.” The MOU was subject to the completion of full confirmatory discovery and the plaintiffs reserved the right to terminate the MOU if, following completion of the confirmatory discovery, they reasonably and in good faith did not believe the terms of the settlement were fair, reasonable, and adequate. The MOU was also contingent upon the successful resolution of the ongoing state investigations and the successful negotiation and execution of a stipulation of settlement between the Zurich Defendants and the plaintiffs. On March 20, 2006, the Zurich Defendants reached an agreement (Multi-State Agreement) with ten states — California, Florida, Hawaii, Maryland, Massachusetts, Oregon, Pennsylvania, Texas, Virginia, and West Virginia — which resolved the investigations of the attorneys general in those states against the Zurich Defendants. At the same time, the Zurich Defendants reached a Regulatory Settlement Agreement with fifteen state departments of insurance, which contained provisions that mirrored those contained in the MultiState Agreement and resolved the investigations of the insurance departments in those various states against the Zurich Defendants. Under the terms of the Multi-State Agreement, the Zurich Defendants agreed to provide $51,700,000 in restitution to the Settlement Class, which would supplement the settlement relief to be provided pursuant to any final settlement agreement reached by the parties and would be distributed to the Settlement Class in accordance with the plan of allocation set forth in such a settlement agreement. On March 27, 2006, the Zurich Defendants executed a separate agreement with the attorneys general in the states of New York, Connecticut, and Illinois (Three-State Agreement), which resolved the investigations against the Zurich Defendants in those states. The Three-State Agreement required the Zurich Defendants to establish an $88,000,000 settlement fund to provide relief to a group of policyholders specified in the Three-State Agreement. Any distributions made pursuant to the Three-State Agreement were to be separate from those made pursuant to any final settlement agreement reached by the parties and the Multi-State Agreement. On July 26, 2006, following the resolution of the state investigations, the Zurich Defendants entered into a Stipulation of Settlement with the plaintiffs (Zurich Settlement Agreement). The terms of the Zurich Settlement Agreement provided that the Zurich Defendants would pay $100,000,000 to the policyholders who meet the definition of the Settlement Class; however, because some of the potential Settlement Class Members were also eligible to seek relief under the separate Three-State Agreement, the Zurich Settlement Agreement allowed the Zurich Defendants to initially create a fund in the amount of $70,100,000 while designating the remaining $29,900,000 for policyholders who qualify as Settlement Class Members but opt to claim reimbursement under the Three-State Agreement instead of the Zurich Settlement Agreement. Only if the Zurich Defendants failed to disburse at least $29,900,000 through the Three-State Agreement (all of which would go to policyholders who were eligible for relief under the Zurich Settlement Agreement) would the Zurich Defendants be required to fund the balance to the Settlement Class fund. Thus, the Zurich Defendants were required to pay $70,100,000 under the terms of the Zurich Settlement Agreement and $51,700,000 under the terms of the Multi-State Agreement for a total fund of $121,800,000 for the Settlement Class Members, while $29,900,000 of the amount designated for the Settlement Class in the MOU would be used to fund the $88,000,000 award established by the Three-State Agreement. Under the terms of the Zurich Settlement Agreement, 51.7% of the settlement fund is allotted to Zurich policyholders who purchased excess casualty insurance during the 2001 to 2004 time period, while Zurich policyholders who purchased other lines of commercial insurance, or who purchased excess casualty policies in other time periods, are allotted 33.9% of the settlement fund, and those Settlement Class Members who are not Zurich policyholders are allotted 9% of the settlement fund. The Zurich Defendants also agreed to separately pay any administration and distribution costs associated with the Zurich Settlement Agreement. On November 8, 2006, the District Court entered an order preliminarily certifying the Settlement Class and preliminarily approving the proposed Zurich Settlement Agreement. The District Court set January 11, 2007 as a deadline for filing any objections to the Zurich Settlement Agreement and scheduled a fairness hearing for January 26, 2007. Pursuant to the District Court’s order, an administrator mailed notice of the proposed settlement to over 3,790,000 Settlement Class Members and also published notice of the fairness hearing in multiple periodicals, including The New York Times, The Wall Street Journal, USA Today, Business Insurance Magazine, Risk Management Magazine, and the newspaper with the largest circulation in each of the fifty states and the District of Columbia. The administrator also established a website and toll-free number to provide details of the proposed settlement and offer assistance to the Settlement Class Members. A total of fifteen potential Settlement Class Members filed timely objections to the proposed Zurich Settlement Agreement. The objections pertained to the sufficiency of the notice, scope of the release and bar order, requirements for submitting claims forms, procedures for requesting exclusion, Plan of Allocation, class certification, and attorneys’ fees. At the scheduled fairness hearing before the District Court, eight of the objectors were represented by counsel; however, Van Enterprises, Inc. (Van Enterprises), one of the current appellants, was not among the objectors who appeared before the District Court, despite having filed a Notice of Appearance. In addition to Class Counsel, the Zurich Defendants, and eight of the objectors, a representative from the Office of the Attorney General of Texas appeared at the fairness hearing on behalf of the intervening attorneys general. On February 16, 2007, the District Court issued an opinion granting the Zurich Defendants’ and the plaintiffs’ motion for final approval of the settlement and dismissing, with prejudice, the Zurich Defendants from the litigation. In re Ins. Brokerage Antitrust Litig., 2007 WL 542227 (D.N.J. Feb.16, 2007) (Zurich Settlement Final Approval Opinion). In explaining its decision to grant final approval of the settlement, the District Court chose not to summarize each of the individual challenges raised by the objectors, but it did discuss the general categories of objections that were raised and dismissed each of these types of objection. After rejecting all of the objections, the District Court certified the Settlement Class, finding that it met all of the requirements of Rule 23(a) and (b)(3), and approved the Zurich Settlement Agreement, finding that all of the fairness requirements of Rule 23(e) were met. Additionally, the Zurich Defendants agreed with the plaintiffs to pay up to $29,950,000 for attorneys’ fees, expense reimbursements, and incentive awards for the named plaintiffs, which would not be subtracted from the Settlement Class fund. The parties also agreed that if the District Court granted less than the requested fees and expenses. or if this amount was later reduced, the Zurich Defendants — not the Settlement Class Members — would be entitled to the difference in amount. Class Counsel filed a motion for an award of fees in the District Court, requesting that the District Court distribute the $29,950,000 as follows: “$3,957,000 for reimbursement of litigation expenses; $150,000 for payment of incentive awards to fifteen Plaintiffs; and $25,803,000 for attorneys fees incurred in the prosecution of this litigation.” Various Settlement Class Members filed objections in opposition to the motion for an award of fees. The objections challenged the value of benefits to Settlement Class Members created by Class Counsel in light of the involvement of the attorneys general, the inclusion of time spent on non-Zurich Settlement matters in the calculation of the lodestar, Class Counsel’s performance of their gatekeeper function, and the overall amount of the fees. On June 5, 2007, the District Court approved the requested fee award, rejecting all of the objections. In re Ins. Brokerage Antitrust Litig., 2007 WL 1652303 (D.N.J. June 5, 2007) (Zurich Settlement Attorneys’ Fees Opinion). The following objectors filed timely notices of appeal from the District Court’s order granting the settling parties’ motion for final approval of the settlement: Shapiro & Lodwick Co., LPA, Sports & Spine Physical Therapy, Inc., Irene Pekoe, Hoffman Legal Group, LLC, Lacy Redd and Cross & Sir (07-1759); Romero General Construction Group (07-1763); Dan C.D. Sturdevant (07-1769); Van Enterprises, Inc. (07-1779); Iaad O., Inc. (Trustee of 8 Pacific Street Trust) and Zorkess LLC (07-1786); Emerald Financial Group, Inc. (07-1793); Palomar Grading and Paving, Inc. (07-1796); and Harold Folsom Jensen (07-1826). The following objectors filed timely notices of appeal from the District Court’s order awarding attorneys’ fees and expenses: Van Enterprises, Inc. (07-2935); Iaad O., Inc. (Trustee of 8 Pacific Street Trust) and Zorkess LLC (07-2957); Shapiro & Lodwick Co., LPA and Sports & Spine Physical Therapy, Inc. (07-3037); Lacy Redd and Cross & Sir (07-3038); Irene Pekoe and Hoffman Legal Group, LLC (07-3039); Romero General Construction Corp. (07-3040); Dan C.D. Sturdevant (07-3042); Emerald Financial Group, Inc., Palomar Grading and Paving, Inc., and Harold Folsom Jensen (07-3041). Through various consolidations, the appeals of these objectors from both the District Court’s final approval order and its attorneys’ fees order have been joined together. Altogether, there are sixteen consolidated appeals related to the Zurich Settlement. B. The Gallagher Settlement In December 2004, the Gallagher Defendants were added to the class action litigation. The Gallagher Defendants were also subject to ongoing investigations by state attorneys general and state insurance departments for possible anticompetitive activities. On May 18, 2005, the Gallagher Defendants, whose principal place of business and headquarters are located in Illinois, entered into an Assurance of Voluntary Compliance with the Attorney General of Illinois and the Director of the Illinois Division of Insurance, and a Stipulation and Consent Order with the Director of the Illinois Division of Insurance. Under the terms of these agreements, the Gallagher Defendants voluntarily implemented various business reforms and transferred $26,962,500 into a fund from which amounts were distributed to certain qualifying Gallagher customers. In April 2005, the Gallagher Defendants began settlement agreement negotiations with the plaintiffs and, more than a year and a half later, on December 29, 2006, the parties entered into a Stipulation of Settlement (Gallagher Settlement Agreement). Several amendments to the Gallagher Settlement Agreement were filed in the following months, one of which included the submission of a Plan of Allocation. The proposed Gallagher Settlement Agreement called for the creation of a $28,000,000 settlement fund to be paid to insureds who fell within the definition of the Settlement Class and was intended to “resolve all claims that have been, or could have been, asserted in this action by Plaintiffs against the Gallagher Defendants.” The Settlement Class was defined as “all individuals or entities” who “purchase[d] or renew[ed] commercial insurance, or reinsurance thereof, obtained through engaging, the services of the Gallagher Defendants” or any Broker Defendant during the class period, and “all individuals or entities” that “were employers providing employee benefits insurance” and employees receiving “employee benefits insurance” through an employer sponsored plan that was obtained through the Gallagher Defendants or any Broker Defendant during the class period. (Gallagher App. 409-10.) For purposes of allocation, the Settlement Class was divided into six separate claimant groups: “Commercial Class members who purchased or renewed commercial insurance either through a Gallagher Entity (‘Commercial Direct Claimants’) or a Commercial Broker Defendant (‘Commercial Conspiracy Claimants’), Employer members of the Employee Benefits Class who purchased or renewed employee benefits insurance either through a Gallagher Entity (‘Employer Direct Claimants’) or an Employee Benefit Broker Defendant (‘Employer Conspiracy Claimants’), and all Employee members of the Employee Benefits Class who purchased or renewed employee benefits insurance either through a Gallagher Entity (‘Employee Direct Claimants’) or through an Employee Benefits Broker Defendant (‘Employee Conspiracy Claimants’).” Thus the claimant groups were categorized based on the type of insurance involved and whether the insurance was purchased through the Gallagher Defendants or another Broker Defendant. Under the Plan of Allocation, the fund was to be distributed among the claimant groups as follows: 68% to Commercial Direct Claimants, 13.2% to Commercial Conspiracy Claimants, 3.6% to Employer Direct Claimants, 0.5% to Employer Conspiracy Claimants, 13.3% to Employee Direct Claimants, and 1.4% to Employee Conspiracy Claimants. In addition' to establishing a settlement fund, the proposed Gallagher Settlement Agreement also required the Gallagher Defendants to make certain -changes to their alleged business practices — such as prohibitions on accepting contingent compensation, “pay to play” arrangements, “bid rigging” arrangements, reinsurance leveraging, and inappropriate use of wholesale insurance brokers — and to make certain disclosures to customers and implement certain training for its employees. The Gallagher Defendants also agreed to pay the administration and distribution costs associated with the Gallagher Settlement Agreement. On April 13, 2007, the District Court entered an order preliminarily certifying the Settlement Class and preliminarily approving the Gallagher Settlement Agreement. The District Court set June 29, 2007 as the deadline for the filing of exclusions and objections to the proposed Gallagher Settlement Agreement and scheduled a fairness hearing for July 24, 2007. Pursuant to the District Court’s order, the administrator mailed notice of the proposed Gallagher Settlement Agreement to over 288,000 potential Settlement Class Members and also published notice of the Gallagher Settlement Agreement twice in The New York Times, The Wall Street Journal, and USA Today, once in Business Insurance Magazine and Risk Management Magazine, and once in the newspaper with the largest circulation in each of the fifty states and the District of Columbia. The administrator also established a website and toll-free hotline to provide material relevant to the proposed Gallagher Settlement Agreement. Only two Settlement Class Members filed objections to the Gallagher Settlement Agreement. The objections pertained to the amount of the settlement, requirements of the settlement claim form, the allocation of the settlement, and whether the requirements of class certification were satisfied. One of the two objectors, appellant Van Enterprises — who also objected to the Zurich Settlement— failed to appear at the fairness hearing despite having filed a Notice of Intention to Appear. The District Court issued an order on September 4, 2007, granting the Gallagher Defendants’ and plaintiffs’ motion for final approval of the settlement and dismissing the Gallagher Defendants from the litigation with prejudice, determining that all of the objections lacked merit and concluding that the Settlement Class could be certified and the Gallagher Settlement Agreement could be approved consistent with the Rule 23 requirements. In re Ins. Brokerage Antitrust Litig., 2007 WL 2589950 (D.N.J. Sept.4, 2007) (Gallagher Settlement Final Approval Opinion). Separately, the Gallagher Defendants agreed to pay up to $8,885,000 for Class Counsel’s attorneys’ fees, litigation expenses, and incentive awards for each of the twenty-five named plaintiffs. These fees were not to be deducted from the $28,000,000 settlement fund. No party objected to the petition for fees, and the District Court approved it. Van Enterprises filed a timely notice of appeal from the District Court’s order granting the motion for final approval of the settlement (07-3687) and is the only objector that remains in this appeal. II. Jurisdiction The District Court had jurisdiction over the Sherman Act and RICO claims, which involved federal questions, pursuant to 28 U.S.C. § 1331 and had supplemental jurisdiction over the state law claims, which arose out of the same common nucleus of operative facts, pursuant to 28 U.S.C. § 1367. Each of the three decisions of the District Court that is under consideration was a final order and we have jurisdiction to review them pursuant to 28 U.S.C. § 1291. “We review a class certification order for abuse of discretion, which occurs if the district court’s decision rests upon a clearly erroneous finding of fact, an errant conclusion of law or an improper application of law to fact.” In re Hydrogen Peroxide Antitrust Litig., 552 F.3d 305, 312 (3d Cir.2008) (internal quotation marks omitted). “The decision of whether to approve a proposed settlement of a class action is left to the sound discretion of the district court.” In re Prudential Ins. Co. Am. Sales Practice Litig. Agent Actions, 148 F.3d 283, 299 (3d Cir. 1998) (internal quotation marks omitted). We review a district court’s award of attorneys’ fees for an abuse of discretion, taking into consideration whether the district court employed the proper legal standards, followed the proper procedures, and made findings of fact that are not clearly erroneous. In re Cendant Corp. PRIDES Litig., 243 F.3d 722, 727 (3d Cir.2001). III. Analysis of the Final Approval of the Settlements and the Award of Fees We begin our analysis with an overview of the standards for certifying a settlement class and approving a class action settlement. Next, we review the District Court’s decisions in both the Zurich Settlement and the Gallagher Settlement and consider the arguments that the objectors raise with respect to each of these decisions. Finally, we provide an overview of the standards for approving an award of attorneys’ fees, and we review the District Court’s decision granting Class Counsel’s petition for an award of fees in the Zurich Settlement, taking into consideration the arguments that the objectors raise on appeal. A. Requirements for Approving Class Settlements In order to approve a class settlement agreement, a district court must determine that the requirements for class certification under Federal Rule of Civil Procedure 23(a) and (b) are met and must determine that the settlement is fair to the class under Federal Rule of Civil Procedure 23(e). As the Supreme Court has made clear: “Confronted with a request for settlement-only class certification, a district court need not inquire whether the case, if tried, would present intractable management problems, for the proposal is that there be no trial. But other specifications of [Rule 23] — those designed to protect absentees by blocking unwarranted or overbroad class definitions— demand undiluted, even heightened, attention in the settlement context.” Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 620, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997) (citation omitted). “[I]f a fairness inquiry under Rule 23(e) controlled certification, eclipsing Rule 23(a) and (b), and permitting class designation despite the impossibility of litigation, both class counsel and court would be disarmed.” Id. at 621, 117 S.Ct. 2231. Thus, it is important to “applyf ] the class certification requirements of Rules 23(a) and (b) separately from [the] fairness determination under Rule 23(e).” In re Prudential Ins. Co., 148 F.3d at 308. “The requirements of [Rule 23](a) and (b) are designed to insure that a proposed class has ‘sufficient unity so that absent class members can fairly be bound by decisions of class representatives.’ ” Id. at 309 (quoting Amchem, 521 U.S. at 621, 117 S.Ct. 2231). Under Rule 23(a), the prerequisites to class certification are: “(1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and (4) the representative parties will fairly and adequately protect the interests of the class.” Fed.R.Civ.P. 23(a); see Amchem, 521 U.S. at 613, 117 S.Ct. 2231. If all of the prerequisites of Rule 23(a) are satisfied, a class action may be maintained if the standards set forth in Rule 23(b) are satisfied as well. Fed.R.Civ.P. 23(b). Rule 23(b)(3) requires “the court [to] find[ ] that the questions of law or fact common to class members predominate over any questions affecting only individual members, and that a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.” Fed.R.Civ.P. 23(b)(3); see also Amchem, 521 U.S. at 618, 117 S.Ct. 2231 (“Among current applications of Rule 23(b)(3), the ‘settlement only’ class has become a stock device.”). The “[f]aetual determinations necessary to make Rule 23 findings must be made by a preponderance of the evidence. In other words, to certify a class the district court must find that the evidence more likely than not establishes each fact necessary to meet the requirements of Rule 23.” In re Hydrogen Peroxide Antitrust Litig., 552 F.3d at 320. Accordingly, “[c]lass certification is proper only if the trial court is satisfied, after a rigorous analysis, that the prerequisites of Rule 23 are met.” Id. at 309 (internal quotation marks omitted). “Even if it has satisfied the requirements for certification under Rule 23, 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 Ins. Co., 148 F.3d at 316 (internal quotation marks omitted); see Fed.R.Civ.P. 23(e)(2) (stating that a district court may approve a proposed settlement “only after a hearing and on finding that it is fair, reasonable, and adequate”). In Girsh v. Jepson, our Court articulated nine factors to be considered when determining the fairness of a proposed settlement: “ ‘(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.’ ” 521 F.2d 153, 157 (3d Cir.1975) (internal quotation marks and alterations omitted). “[W]here settlement negotiations precede class certification, and approval for settlement and certification are sought simultaneously, we require district courts to be even more scrupulous than usual when examining the fairness of the proposed settlement.” In re Warfarin Sodium Antitrust Litig., 391 F.3d 516, 534 (3d Cir.2004) (internal quotation marks omitted). B. Challenges to the Approval of the Zurich Settlement 1. The District Court’s Analysis The District Court granted final approval of the Zurich Settlement after concluding that the Rule 23 requirements were satisfied. Specifically, the District Court determined that the proposed Zurich Settlement Class met the standards established by Rule 23(a) because the large, nationwide class of plaintiffs “easily satisfies the numerosity requirement” of subsection (a)(1); the “many common questions of law and fact” satisfy the commonality requirement of subsection (a)(2); the claims of the named plaintiffs are “indistinguishable” from those made on behalf of the settlement class and “encompass[] identical allegations” arising “from the same course of action taken by the Zurich Defendants,” which satisfies the typicality requirement of subsection (a)(3); and the dual components of the adequacy of representation requirement of subsection (a)(4) are satisfied because the attorneys representing the named plaintiffs are “clearly ‘well qualified and experienced class action attorneys,’ ” and the interests of the named plaintiffs “are not antagonistic to those of the absent class members.” Zurich Settlement Final Approval Opinion at *13-15. The District Court also concluded that the standards of Rule 23(b)(3) were met, finding that the predominance requirement was satisfied due to the “identical claims of both the named Plaintiffs and the absent class members arising] from the same set of facts regarding the alleged collusive and anticompetitive behavior of the Zurich Defendants,” and the superiority requirement was satisfied because litigating all of these claims “in one action is ... far more desirable than numerous separate actions litigating the same issues.” Id. at *16. Thus, the District Court concluded that the class established by the Zurich Settlement Agreement met all of the requirements of Rule 23(a) and (b)(3). The District Court noted that Van Enterprises had asserted in its written objection that the Settlement Class “lacks commonality, typicality, adequacy of representation and a predominance of common issues,” but the District Court rejected these contentions because Van Enterprises “provide[d] no cogent argument or legal basis to support these assertions, failing to reference a single case, from this or any other Court, that might explain its allegations.” Id. at *17. The District Court also considered the fairness of the Zurich Settlement Agreement and found that none of the Girsh “factors suggests] that the proposed settlement should not be approved.” Id. at *4. The District Court found that the first five Girsh factors “overwhelmingly weigh in favor of approval of [the] settlement.” Id. As to the first factor — complexity, expense, and likely duration of the litigation — the District Court determined that “this case involves highly complex legal and factual issues ... [that] would undoubtedly [lead to] a costly and lengthy [litigation] process for all parties” and that “[t]his proposed settlement provides an immediate benefit to the Plaintiffs.” Id. Applying the second factor, the District Court “conelude[d] that the small number of objections by Class Members to the settlement award, more specifically, to the calculation of the settlement award and damages resulting from the conduct of the Zurich Defendants, strongly weighs in favor of approval.” Id. at *5. The District Court determined that, under the third factor, the stage of proceedings and the amount of discovery completed weighed in favor of settlement because, “[b]ased upon the amount of time Counsel expended in negotiations and the extent of the discovery process, ... Counsel had a thorough appreciation for the merits of the case prior to settlement.” Id. at *6. With respect to the fourth and fifth factors, the District Court concluded that the risks of establishing both liability and damages weighed in favor of settlement because “[t]his case involves difficult factual and legal issues which would have translated into protracted litigation and accumulating expenses, in both time and money.” Id. The District Court concluded its Girsh analysis by determining that the final four factors weighed “slightly or moderately in favor of approval.” Id. at *8. Prior to certifying the class and approving the Zurich Settlement, the District Court addressed objections regarding the failure to utilize subclasses. Certain objectors claimed that three subclasses were necessary due to the allocation of funds under the Zurich Settlement Agreement, and that each of these subclasses was entitled to separate representation. The District Court acknowledged that the use of subclasses is appropriate where members of a class have “interests divergent from the rest of the class,” but determined that the objectors here “failed to raise, let alone describe, any divergent or antagonistic interests between the three groups.” Id. at *18. The District Court also noted that “[a] class need not be divided into subclasses merely because different groups have alternative legal theories for recovery, or because those groups have different factual bases for relief.” Id. at *17. Therefore, the District Court rejected the objection. 2. The Objectors’ Arguments on Appeal On appeal, there are two principal groups of objectors: Van Enterprises, who submitted a brief on its own behalf, and the Iaad/Zorkess objectors, who submitted a joint brief on behalf of several objectors. Van Enterprises presents numerous arguments in its opening brief before this Court. Briefly stated, Van Enterprises currently challenges the District Court’s certification of the class, arguing that it failed to rigorously analyze the Rule 23 requirements and, in particular, that the Settlement Class is overbroad, resulting in a predominance of individual issues as opposed to common ones. Van Enterprises also argues that the named plaintiffs lack standing because they have not demonstrated an injury in fact. Both Van Enterprises and the Iaad/Zorkess objectors challenge the District Court’s failure to utilize subclasses despite the allocation of the settlement fund to various types of policyholders. The Iaad/Zorkess objectors also challenge the District Court’s award of $29,950,000 in attorneys’ fees and expenses. a. Failure to Preserve Arguments on Appeal At the outset, the plaintiffs assert that Van Enterprises failed to properly preserve its arguments with respect to the Zurich Settlement. They contend that the arguments Van Enterprises now raises on appeal were not preserved by Van Enterprises’ written objection in the District Court, in which Van Enterprises attempted to merely “incorporate by reference into its objection every argument raised in every brief, declaration and exhibit that was submitted in connection with Plaintiffs’ motion for class certification, as well as the Defendants’ motion to dismiss.” In other words, the plaintiffs argue that this “conclusory” written objection “simply cannot serve to preserve for appeal the sprawling arguments it now raises concerning certification of the Settlement Class.” The plaintiffs also point out that “Van failed to attend the Fairness Hearing, during which it could have elaborated on its cryptic arguments made entirely by reference.” Thus, the plaintiffs contend that the only arguments Van Enterprises preserved for appeal pertain to the Plan of Allocation and the purported need for subclasses. Although Van Enterprises frequently cites submissions to the District Court in the Commercial Case litigation — instead of its own written objection — as support for the various arguments it advances on appeal, Van Enterprises asserts that its written objection preserved all of these arguments because the objection “incorporated the motions, responses, briefs, declarations and exhibits filed by the Plaintiffs and Defendants concerning class certification of a litigation class.” Van Enterprises argues that the District Court erred by not considering these “adversarial motions and briefing for a Litigation Class despite emphatic requests from the non-settling Defendants and Van Enterprises.” As an initial matter, although Van Enterprises did not appear at the fairness hearing to argue its objections, its absence from the hearing did not cause it to forfeit the objections it had timely submitted to the District Court in written form. Van Enterprises acted in accordance with the notice provided to the potential Settlement Class Members, which stated that attendance at the hearing was not necessary so long as an objection was properly filed with the District Court by the deadline: “If you are a Settlement Class Member ... and do not exclude yourself from the Settlement Class, you may object to the Zurich Settlement, any term of the Zurich Settlement Agreement, the Plan of Allocation or Plaintiffs’ application for attorneys’ fees and expenses. Such objection must be in writing and must provide evidence of your membership in the Settlement Class. The written objection also should state the specific reason(s), if any, for the objection, including any legal support you wish to bring to the Court’s attention and any evidence you wish to introduce in support of the objection. A written objection (and any support for it) must be received by the Court and the following counsel by no later than January 11, 2007. If (and only if) you make a written objection to the Zurich Settlement as set out above, you may choose to speak— either in person or through an attorney hired at your own expense — at the hearing ... the Court has set to consider whether to approve the Zurich Settlement. You are not required to attend the hearing. Lack of attendance at the hearing will not prevent the Court from considering your objection.” (Zurich App. 3077-79.) Thus, while it was necessary for Van Enterprises to provide the grounds for its objections in writing in order to preserve its arguments for appeal, it was unnecessary for it to appear at the hearing. However, we are not obligated to entertain all of the arguments that Van Enterprises presently advances. “Absent exceptional circumstances, this Court will not consider issues raised for the first time on appeal.” Del. Nation v. Pennsylvania, 446 F.3d 410, 416 (3d Cir.2006) (citing Harris v. City of Phila., 35 F.3d 840, 845 (3d Cir.1994)); see also Salvation Army v. Dep’t of Cmty. Affairs of N.J., 919 F.2d 183, 196 (3d Cir.1990) (“The matter of what questions may be taken up and resolved for the first time on appeal is one left primarily to the discretion of the courts of appeals, to be exercised on the facts of individual cases.” (internal quotation marks omitted)). For an issue to be preserved for appeal, a party “must unequivocally put its position before the trial court at a point and in a manner that permits the court to consider its merits.” Shell Petroleum, Inc. v. United States, 182 F.3d 212, 218 (3d Cir.1999). A fleeting reference or vague allusion to an issue will not suffice to preserve it for appeal, so “the crucial question regarding waiver is whether defendants presented the argument with sufficient specificity to alert the district court.” Keenan v. City of Phila., 983 F.2d 459, 471 (3d Cir.1992); see also Frank v. Colt Indus., Inc., 910 F.2d 90, 100 (3d Cir.1990) (“Particularly where important and complex issues of law are presented, a far more detailed exposition of argument is required to preserve an issue.”). Thus, the arguments that were properly preserved for appeal are limited to those which Van Enterprises presented with at least a minimum level of thoroughness to the District Court through its written objection and, without the existence of compelling circumstances, we need not entertain challenges to the approval of the Zurich Settlement which were not before the District Court. Turning to the substance of Van Enterprises’ written objection, we are able to discern that Van Enterprises’ principal challenges to the approval of the Zurich Settlement are that the Settlement Class is overbroad — -which impacts the Rule 23 requirements of commonality, typicality, and predominance of common issues — and that antagonistic interests among the class members exist such that, in the absence of separate subclasses, the adequacy of representation requirement is not satisfied and the Plan of Allocation is not fair. (Zurich App. 2439.) Van Enterprises did not offer much support in its written objection to substantiate its argument that the Rule 23 requirements are not satisfied, but rather posited that the Settlement Class should not be certified unless the litigation class can properly be certified, and thus Van Enterprises asserted that the District Court needed to consider all of the filings in the class action litigation that have a bearing on whether certification of the litigation class is appropriate. Van Enterprises also did not substantiate its argument that subclasses were needed to ensure a fair allocation of the settlement fund other than to say that the Plan of Allocation treats various types of policyholders differently. Although Van Enterprises detracts from the credibility and persuasiveness of its objections by presenting them in such a conclusory fashion, we nonetheless will credit its explicit mention of the commonality, typicality, and predominance requirements of Rule 23(a) and (b), as well as its brief discussion of the need for subclasses — which touched on both the adequacy of representation requirement of Rule 23(a) and the fairness of the Plan of Allocation under Rule 23(e) — and will consider these specific challenges on appeal. But beyond these objections, Van Enterprises has forfeited the opportunity to challenge other aspects of the District Court’s decision to approve the Zurich Settlement by failing to make any mention of those arguments in its written objection. The attorneys general argue that among the issues that Van Enterprises has failed to preserve for appeal is its challenge to the named plaintiffs’ standing. The attorneys general assert that the standing issue “was not addressed in Van’s original objection .... If Van had seriously believed there was an issue of standing, it could have raised it at the District Court level.” They also note that “[i]n the related ‘Gallagher’ settlement, Van raised the [standing] argument and was denied by the same District Judge as here.” We agree that Van Enterprises’ objection is devoid of any reference, express or implied, to the named plaintiffs’ standing and there is no basis for construing the objection as containing such a challenge. In a somewhat telling statement, Van Enterprises now argues that “no standing issues were addressed by the Settling Parties and District Court in connection with [the Zurich] Settlement Class.” The likely explanation for the absence of a standing analysis is that no challenge was made to the plaintiffs’ standing and the District Court did not otherwise discern a reason to include a discussion of the plaintiffs’ standing in its opinion. That said, because “[standing is a threshold jurisdictional requirement, and we have an obligation to examine our own jurisdiction and that of the district courts,” we will briefly address whether the named plaintiffs have standing. Interfaith Cmty. Org. v. Honeywell Int’l, Inc., 399 F.3d 248, 254 (3d Cir.2005) (internal quotation marks and citation omitted). Turning to the “irreducible constitutional minimum” of standing, the Supreme Court has articulated three requirements: “First, the plaintiff must have suffered an ‘injury in fact’ — an invasion of a legally protected interest which is (a) concrete and particularized and (b) ‘actual or imminent, not conjectural or hypothetical.’ Second, there must be a causal connection between the injury and the conduct complained of — the injury has to be ‘fairly ... trace[able] to the challenged action of the defendant, and not ... th[e] result [of] the independent action of some third party not before the court.’ Third, it must be ‘likely,’ as opposed to merely ‘speculative,’ that the injury will be ‘redressed by a favorable decision.’ ” Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992) (internal citations and select quotation marks omitted). Van Enterprises argues that “the named Plaintiffs do not allege and have not shown that any of their policies were subject to the improper use of contingent commission agreements,” and thus they have not established an injury in fact. Van Enterprises contends that, at best, “Plaintiffs allege that the entire class paid ‘higher prices that arguably ensued in [the] entire industry’ as a result of Defendants’ allegedly anticompetitive conduct directed at some subset of Class Members.” In response, the attorneys general assert that “at least seven of the named plaintiffs purchased Zurich insurance policies,” and that this “is sufficient to establish standing for class certification purposes” because “[o]nce a named Plaintiff has been shown to have standing and therefore [is] properly before the Court,” the focus shifts to “compliance with the provisions of Rule 23.” Alternatively, the plaintiffs argue that “because the Settlement Class is limited to those policyholders with a ‘direct and immediate relationship’ to a Defendant eoconspirator in this Action, and because all Settlement Class Members purchased insurance at prices elevated by Defendants’ unlawful scheme, all members of the Settlement Class have been injured by the anticompetitive conduct described in the Complaint and therefore have standing.” They add that “the payment of contingent commissions drove up the costs of all insurance policies” because “[tjhrough a process called ‘premium build-up’ the contingent commissions paid by insurers were built into formulas used to derive all rates.” Van Enterprises’ arguments must be rejected because it is clear that the named plaintiffs alleged a concrete and particularized injury in fact. The plaintiffs alleged that they paid supra-competitive prices for their insurance policies as a result of the contingent commission arrangements and other anticompetitive conduct of the Zurich Defendants. This increase in price constitutes a concrete injury in fact. Moreover, because the named plaintiffs purchased insurance policies from the Zurich Defendants during the relevant class period, their injuries are neither generalized nor speculative. This is not to say that the named plaintiffs have proven that they were injured by the Zurich Defendants, but they are not required to prove their injuries in order to establish that they are a proper party to bring their claims before the court. Additionally, the plaintiffs alleged that the economic harm they suffered can be traced to the Zurich Defendants’ conduct and these injuries can be redressed by imposing liability on the Zurich Defendants. Therefore, we are satisfied that the case and controversy requirement of Article III is met and that the named plaintiffs had standing to bring this case. b. Challenges to Class Certification Turning to the merits of Van Enterprises’ preserved objections to class certification, Van argues that “[t]he District Court failed to rigorously analyze the Rule 23 criteria before certifying this Settlement Class.” Although Van Enterprises speaks in general terms about all of the Rule 23 requirements, Van’s arguments are primarily directed at the predominance component of Rule 23(b)(3). Nonetheless, to the extent that Van Enterprises continues to argue that the commonality and typicality requirements of Rule 23(a) were not satisfied (as it did in its written objection), we reject any such argument. The District Court correctly noted that “ ‘commonality does not require an identity of claims or facts among class members’; rather, ‘[t]he commonality requirement will be satisfied if the named plaintiffs share at least one question of fact or law with the grievances of the prospective class.’ ” Zurich Settlement Final Approval Opinion at *13 (quoting Newton v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 259 F.3d 154, 183 (3d Cir.2001)). Indeed, the District Court listed several common questions of law and fact before concluding that the commonality requirement was satisfied. We find no error in this determination. And with respect to the typicality requirement, the District Court stated that “ ‘if the claims of the named plaintiffs and class members involve the same conduct by the defendant, typicality is established.’ ” Id. at *14 (quoting Newton, 259 F.3d at 183-84). Based on this standard, the District Court explained: “Here, the claims made by named Plaintiffs and those made on behalf of the Settlement Class Members are indistinguishable, encompassing identical allegations that the Zurich Defendants violated RICO, federal and state antitrust laws, and the common law obligation of fiduciary duty. These claims arise in each case from the same course of action taken by the Zurich Defendants. Consequently, the named Plaintiffs’ claims are typical of those brought by the Settlement Class Members at large.” Id. We discern no error in this finding either. Although we are satisfied with the District Court’s analysis of the commonality and typicality requirements of Rule 23(a), we think that Van Enterprises’ challenge to the predominance requirement of Rule 23(b)(3) calls for a closer look. As part of its challenge to the District Court’s finding of predominance, Van Enterprises argues that “the Settling Parties and the District Court did not address how antitrust injury could be shown with common proof for this overbroad Settlement Class that includes class members who did not purchase insurance from any Insurer Defendant or who utilized a broker who is not even alleged to be part of the conspiracy” and that “[d]ue to the overbroad class definition, even the question of whether there is an antitrust conspiracy under federal or state law is not common to the class.” Van Enterprises makes similar arguments in the context of the plaintiffs’ RICO claim as well. Briefly stated, Van Enterprises argues: “The Settling Parties and the District Court did not address whether the named Plaintiffs or Settlement Class members had standing to bring a RICO claim, whether there was a uniform misrepresentation or omission to the class, whether proximate causation and financial loss were common to the class, or the applicability of the filed rate doctrine.” Through these arguments, Van Enterprises attempts to demonstrate that common issues do not predominate with respect to the antitrust claims and that “[ijndividual questions remain that would have to be separately adjudicated.” The plaintiffs respond that “Van’s arguments regarding common impact and common injury ignore that Plaintiffs’ claims and the Settlement Class Members’ claims are identically predicated on the Zurich Defendants’ actions” and that, as a result, “the district court’s finding of predominance was not an abuse of discretion.” The plaintiffs also argue that Van Enterprises’ challenges to the merits of the claims “have no relevance to the determination of whether to certify a settlement class.” To this argument, the attorneys general add that Van Enterprises simply accuses the District Court of “not readfing] enough briefs, enough declarations, enough reports, enough memoranda, enough cases or enough evidence to support approval of class certification and settlement.” The Supreme Court has explained that “[t]he Rule 23(b)(3) predominance inquiry tests whether proposed classes are sufficiently cohesive to warrant adjudication by representation,” which imposes a standard “far more demanding” than the Rule 23(a) commonality requirement. Amchem, 521 U.S. at 623-24, 117 S.Ct. 2231. Whereas “Rule 23(a)(2)’s commonality element requires that the proposed class members share at least one question of fact or law in common with each other,” the Rule 23(b)(3) predominance element “requires that common issues predominate over issues affecting only individual class members.” In re Warfarin Sodium Antitrust Litig., 391 F.3d at 527-28. Hence, we consider the Rule 23(a) commonality requirement to be incorporated into the more stringent Rule 23(b)(3) predominance requirement, and therefore deem it appropriate to “analyze the two factors together, with particular focus on the predominance requirement.” Id. at 528; accord Danvers Motor Co. v. Ford Motor Co., 543 F.3d 141, 148 (3d Cir.2008) (“[WJhere an action is to proceed under Rule 23(b)(3), the commonality requirement is subsumed by the predominance requirement.” (internal quotation marks omitted)). Because class certification is unsuitable where “proof of the essential elements of the cause of action requires individual treatment,” Newton, 259 F.3d at 172, we will “examine the elements of plaintiffs’ claim through the prism of Rule 23 to determine whether the District Court properly certified the class,” In re Hydrogen Peroxide Antitrust Litig., 552 F.3d at 311 (internal quotation marks omitted). Here, the District Court relied on its Rule 23(a) commonality analysis in assessing the predominance requirement of Rule 23(b)(3). After setting forth general principles about the predominance requirement, the District Court, interpreting precedent from our Court, noted that “because the !clear[] focus’ of an antitrust class action is ‘on the allegedly deceptive conduct of defendant’ and not on ‘the conduct of individual class members,’ common issues necessarily predominate.” Zurich Settlement Final Approval Opinion at *15 (quoting In re Warfarin Sodium Antitrust Litig., 391 F.3d at 528). The District Court then provided the following explanation in support of finding the predominance requirement satisfied: “Here, as discussed in the sections on commonality and typicality, the identical claims of both the named Plaintiffs and the absent class members arise from the same set of facts regarding the alleged collusive and anticompetitive behavior of the Zurich Defendants. Consequently, the predominance requirement is satisfied.” Id. at *16. In its earlier discussion of the commonality requirement, the District Court listed the following as examples of the common questions of law and fact: “(1) whether the Zurich Defendants entered into a conspiracy to allocate the market for the sale of insurance; (2) whether the Zurich Defendants’ alleged conspiracy had the purpose and effect of unlawfully restraining competition in the insurance industry; (3) whether the Zurich Defendants’ conduct violated Section 1 of the Sherman Act; (4) whether the Zurich Defendants’ conduct breached their fiduciary duty to their clients; and (5) whether the actions of the Zurich Defendants violated the RICO statute.” Id. at *13. Reading the District Court’s commonality and predominance analyses together, as is appropriate in this context, see In