Sheet Metal Workers’ National Pension Fund and International Brotherhood of…
Sheet Metal Workers’ National Pension Fund and International Brotherhood of Teamsters Local No. 710 Pension Fund, individually and as Lead Plaintiffs on behalf of all others similarly situated, and International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware, individually and as Named Plaintiff, on behalf of all others similarly situated v.
- Richard Seeborg
- 3:20-cv-04737
- U.S. District Court · Northern District of California
- 7
In Sheet Metal Workers’ v. Bayer, Judge Seeborg granted the motion for attorneys’ fees, expenses, and class-representative reimbursements.
The ruling affects Class Counsel, the three pension-fund class representatives, and the certified class members by approving fees, litigation-expense reimbursement, and representative-cost payments from the settlement.
What happened
In Sheet Metal Workers’ National Pension Fund and International Brotherhood of Teamsters Local No. 710 Pension Fund v. Bayer Aktiengesellschaft, pension funds brought securities claims concerning alleged misrepresentations related to Bayer’s acquisition of Monsanto. The court had certified a class, and the parties reached a $38 million settlement that provided for dismissal of the claims with prejudice, subject to court approval.
Plaintiffs’ counsel asked for 27% of the settlement fund in attorneys’ fees, $3,281,973.16 in litigation expenses, and $31,485.14 for the class representatives’ costs and expenses. The court found the requested fee reasonable based on the recovery for the class, the risks and complexity of the case, counsel’s work, the lack of objections, comparable awards, and a lodestar cross-check.
Judge Seeborg granted the motion. He awarded counsel $9,365,366 in fees, $3,281,973.16 in expenses, and the class representatives $31,485.14 for qualifying costs and expenses, including lost wages; counsel must also submit a post-distribution report within 60 days after distributing the net settlement fund.
The detailed version
- Sheet Metal Workers’ National Pension Fund and International Brotherhood of… · No. 3:20-cv-04737
- Richard Seeborg
- Oct. 30, 2025
Background
In 2020, the plaintiff pension funds brought securities claims against Bayer Aktiengesellschaft and individual defendants based on alleged misrepresentations concerning Bayer’s acquisition of Monsanto. The plaintiffs collectively purchased close to 600,000 Bayer American Depositary Receipts, which represent ownership shares of Bayer.
In May 2023, the court certified a class consisting of people and entities that purchased or otherwise acquired Bayer’s publicly traded American Depositary Receipts between May 23, 2016, and July 6, 2020, subject to stated exclusions. The court appointed Cohen Milstein Sellers & Toll PLLC as class counsel and appointed the plaintiff funds as class representatives.
On April 23, 2025, the parties entered a settlement agreement providing for a $38 million payment and complete dismissal with prejudice of the claims, subject to court approval. Plaintiffs’ counsel then moved for attorneys’ fees, reimbursement of litigation expenses, and payments to the class representatives under the Private Securities Litigation Reform Act.
Requests
Counsel requested attorneys’ fees equal to 27% of the net settlement fund, calculated by the court as $34,686,542 after deducting $3,281,973.16 in expenses and $31,485.14 in class-representative expenses from the $38 million settlement. The requested fee was $9,365,366. Counsel also requested reimbursement of $3,281,973.16 in expenses advanced for the class, including more than $2.6 million for experts and consultants.
The class representatives requested $31,485.14 in total under 15 U.S.C. § 78u-4(a)(4) for reasonable costs and expenses, including lost wages, related to their representation of the class.
Court’s Analysis
Federal Rule of Civil Procedure 23(h) permits a court to award reasonable attorneys’ fees and nontaxable costs after class certification. The court explained that it has an independent duty to determine whether a fee award is reasonable, even when the parties have agreed on the amount. In a common-fund case, a court may use either the lodestar method—reasonable hours multiplied by a reasonable hourly rate—or a percentage of the settlement fund.
The court recognized 25% as the usual benchmark for percentage-based fees in the Ninth Circuit but found a higher award justified here. The $38 million settlement represented more than 9% of the potential $417 million maximum damages amount. The court also considered the risks and costs of continued litigation, including disputed issues involving falsity, materiality, scienter, loss causation, damages, and whether the Bayer American Depositary Receipt transactions fell within the reach of U.S. federal securities law.
The court further relied on the quality and rigor of counsel’s work, the complexity of the securities litigation, and the contingent nature of the representation. Counsel completed fact discovery, deposed eleven senior Bayer officials in the United States and Europe, used live translations in some depositions, negotiated with foreign authorities, and advanced expenses for five years without certainty of payment. The court also noted that no objections to the fee request had been received by October 24, 2025, and that comparable federal securities class actions had approved similar or higher percentages.
As a cross-check, the court compared the percentage award with counsel’s total lodestar of $13,367,091.50. The requested award produced a 0.7 multiplier using the proposed customary hourly billing rates, which the court found supported the fee’s reasonableness.
Ruling
Judge Richard Seeborg granted the plaintiffs’ motion. The court awarded Class Counsel attorneys’ fees equal to 27% of the net settlement fund, or $9,365,366, and $3,281,973.16 in expenses. It awarded the class representatives $31,485.14 in the aggregate under 15 U.S.C. § 78u-4(a)(4) for reasonable costs and expenses, including lost wages, related to representing the class.
The court also ordered Class Counsel to submit a post-distribution report within 60 calendar days after the completed distribution of the net settlement fund.
Read the full 7-page opinion on CourtListener, the free public archive maintained by the Free Law Project.