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IN RE QUADRAMED CORPORATION SECURITIES LITIGATION

United States District Court, N.D. California


August 3, 2004.

IN RE QUADRAMED CORPORATION SECURITIES LITIGATION. THIS DOCUMENT RELATES TO: ALL ACTIONS.

The opinion of the court was delivered by: SAMUEL CONTI, Senior District Judge

CLASS ACTION

ORDER FOR REIMBURSEMENT OF ATTORNEYS' FEES AND EXPENSES

This matter, having come before the Court on July 30, 2004, on the application of plaintiffs and their counsel for an award of attorneys' fees and reimbursement of expenses incurred in the Litigation, and the Court, having considered all papers filed and proceedings conducted herein, having found the Settlement of this action for $5,250,000.00 to be fair, reasonable and adequate and otherwise being fully informed in the premises and good cause appearing therefor,

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:
  1. All of the capitalized terms used herein shall have the same meaning as set forth in the Stipulation of Settlement (the "Stipulation").

  2. This Court has jurisdiction over the subject matter of this application and all matters relating thereto, including all Members of the Settlement Class who have not timely and validly requested exclusion.

  3. The Court hereby awards Lead Counsel attorneys' fees of 25% of the Settlement Fund in the amount of $1,312,500.00 and reimbursement of litigation expenses in the amount of $117,053.00, together with the interest earned thereon for the same time period and at the same rate as that earned on the Settlement Fund until paid. After an extensive settlement hearing, the Court finds that the percentage is appropriate and that the amount of fees awarded is fair and reasonable under the "percentage-of-recovery" method.

  4. An award of 25% is appropriate in this case in light of: the complex issues presented by the Litigation; the heightened pleading requirements imposed by the Private Securities Litigation Reform Act; the fact that Plaintiffs' Counsel took this case on an entirely contingent basis; the law and motion work; the informal discovery conducted; the lengthy settlement negotiations conducted by Plaintiffs' Counsel; the risk that Defendants may not be able to pay a judgment at some future date; and the fact that there were no objections to the Settlement or plaintiffs' request for attorney's fees and expenses.

  5. The fees and expenses shall be allocated among Plaintiffs' Counsel by plaintiffs' Lead Counsel in a manner which, in plaintiffs' Lead Counsel's good-faith judgment, reflects each such Plaintiffs' Counsel's contribution to the institution, prosecution and successful resolution of the Litigation.

  6. The awarded attorneys' fees and expenses and interest earned thereon, shall be paid to plaintiffs' Lead Counsel within three (3) business days after the date this Order is signed subject to the terms, conditions and obligations of the Stipulation which terms, conditions and obligations are incorporated herein.

  7. Lead Plaintiff Richard Patterson, in reimbursement for his time and effort in representing the Class and aiding the prosecution of this case, shall also be awarded, out of the Settlement Fund, $2,500.00.

  IT IS SO ORDERED. CLASS ACTION

  [SECOND REVISED] ORDER AND FINAL JUDGMENT

  This matter came for hearing on July 30, 2004 (the "Settlement Hearing"), upon the application of the parties for approval of the Settlement for $5,250,000.00 on the terms set forth in the Stipulation of Settlement dated May 3, 2004 (the "Stipulation"). Due and adequate notice having been given to the Members of the Class, and the Court having considered all papers filed and proceedings had herein and otherwise being fully informed in the premises and good cause appearing therefor, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that:

  1. This Final Judgment hereby incorporates by reference the definitions in the Stipulation, and all terms used herein shall have the same meanings as set forth in the Stipulation.

  2. As previously stipulated to by the Settling Parties, the Court hereby certifies a Class, pursuant to Rule 23 of the Federal Rules of Civil Procedure, as follows:

All Persons who purchased or acquired the common stock of QuadraMed Corporation ("QuadraMed" or the "Company") during the period from April 19, 1999 through August 14, 2002, inclusive. Excluded from the Class are Defendants, the officers and directors of the Company, the members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which any Defendant has or had a majority equity interest. The Class shall also exclude those Persons who have timely requested exclusion in Exhibit 1 attached hereto.
  3. This Court has jurisdiction to enter this Final Judgment and Order of Dismissal. The Court has jurisdiction over the subject matter of the Litigation and over all parties to the Litigation, including all Members of the Class.

  4. The notice given to the stockholders of QuadraMed as set forth in the Notice of Pendency and Proposed Settlement of Class Action and Settlement Hearing ("Notice of Pendency"), Proof of Claim and Release, and publication of the Summary Notice as provided for in the Order Preliminarily Approving Settlement and Directing Notice of Pendency and Settlement of Class Action and Setting Hearing Date for Final Approval of Settlement constituted the best notice practicable under the circumstances, including the individual notice to stockholders who could be identified through reasonable effort. 5. Pursuant to and in compliance with Rule 23 of the Federal Rules of Civil Procedure, the Court hereby finds that due and adequate notice of these proceedings was directed to all Persons who are Class Members, advising them of the Settlement, the Plan of Allocation, and plaintiffs' counsel's right to apply for attorney's fees and reimbursement of expenses associated with the Litigation, and of their right to object thereto, and a full and fair opportunity was accorded to all Persons who are Class Members to be heard with respect to the foregoing matters.

  6. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby approves the Settlement as set forth in the Stipulation and finds that the Settlement is, in all respects, fair, reasonable and adequate to the Lead Plaintiff, and the Class and each of the Class Members, in light of the complexity, expense and possible duration of further litigation, the discovery and investigation conducted, and the risk and difficulty of establishing liability, causation and damages. This Court further finds that the Settlement set forth in the Stipulation is the result of arm's-length negotiations between experienced counsel representing the interests of the Lead Plaintiff, the Class Members, and Defendants. Accordingly, the Settlement embodied in the Stipulation is hereby approved and shall be consummated in accordance with the terms and provisions of the Stipulation.

  7. The Court hereby finds that the proposed Plan of Allocation of the Net Settlement Fund to Class Members, as set forth in the Notice of Pendency is, in all respects, fair, reasonable and adequate and the Court hereby approves the Plan of Allocation. The Court hereby finds that the formula for the calculation of the claims of Authorized Claimants which is set forth in the Notice of Pendency, sent to Class Members, provides a fair, reasonable and adequate basis upon which to allocate the proceeds of the Settlement Fund established by the Stipulation among Class Members, with due consideration having been given to administrative convenience and necessity. The parties to the Stipulation are hereby directed to consummate and perform its terms. 8. Except as to any individual claim of those Persons who have filed timely and valid requests for exclusion and who are identified in Exhibit 1 attached hereto, the Litigation is dismissed on the merits with prejudice as to Defendants, without costs to any party as against any other, and the Lead Plaintiff and all Class Members are forever enjoined and barred from commencing, instituting or prosecuting, either directly, derivatively, representatively or in any other capacity, a class action or any other action against any of the Released Persons, past and present, with respect to, based on, arising from or related to any and all Released Claims or causes of action, including Unknown Claims, that have been or might have been asserted by the Lead Plaintiff or the Class Members, or any of them, against Defendants, or any of them, based upon or related to the purchase or acquisition of QuadraMed common stock by the Lead Plaintiff or Class Members during the period from April 19, 1999 through August 14, 2002, inclusive, and the facts, transactions, events, occurrences, acts or omissions which were or could have been alleged in the Litigation.

  9. Upon the Effective Date, as defined in the Stipulation, the Lead Plaintiff and each of the Class Members shall be deemed to have, and by operation of this Final Judgment shall have, fully, finally and forever released, settled and discharged any and all Released Claims (including Unknown Claims) against the Released Persons, whether or not such Lead Plaintiff and Class Members execute and deliver Proof of Claim and Release forms. The Lead Plaintiff, the Class Members, or Plaintiffs' Lead Counsel may hereafter discover facts in addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Claims, but the Lead Plaintiff expressly shall have, and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of this Judgment shall have, fully, finally and forever settled and released any and all Released Claims (including Unknown Claims), known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts.

  10. Upon the Effective Date, each of the Released Persons shall be deemed to have, and by operation of this Final Judgment shall have, fully, finally and forever released, relinquished and discharged the Lead Plaintiff, each and all of the Class Members and all Plaintiffs' Counsel and their agents from all claims, including all claims for malicious prosecution and Unknown Claims, arising out of, relating to, or connected with the institution, prosecution, assertion or resolution of the Litigation or the Released Claims.

  11. All Persons who have filed valid and timely requests for exclusion from the Class shall not be bound by this Final Judgment. A list of the names of those Persons who are not bound by this Final Judgment is attached as Exhibit 1 hereto. Persons who would have been Class Members, but who validly and timely requested exclusion from the Class, may pursue their own individual remedies, if any.

  12. Defendants' consent to the Stipulation, and the Settlement provided for therein, may not be construed as an admission by Defendants, nor is this Final Judgment a finding or evidence, of the validity of any claims in the Litigation or of any fault, wrongdoing or liability by Defendants. Furthermore, Defendants' consent to the Stipulation, and the Settlement provided for therein, may not be construed as a concession by any defendant, nor shall it be used as an admission or evidence of any fault or omission by any defendant. Neither this Final Judgment, the Stipulation nor any document referred to herein nor any action taken to carry out this Stipulation is, may be construed as, or may be used as, an admission by or against Defendants or evidence of any fault, wrongdoing or liability whatsoever. Entering into or carrying out the Stipulation, and the Exhibits thereto, and any negotiations or proceedings related thereto shall not, in any event, be construed as, or deemed to be evidence of, an admission or concession with regard to the denials or defenses by any Defendants and shall not be offered or received in evidence in any action or proceeding against any party hereto in any court, administrative agency or other tribunal for any purpose whatsoever other than to enforce the provisions of this Final Judgment, the Stipulation, or any related agreement or release; except that the Stipulation and the Exhibits may be filed in this Litigation or related litigation as evidence of the settlement or in any subsequent action against or by the Defendants to support a defense of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any other theory of claim preclusion or issue preclusion or similar defense or counterclaim.

  13. The Court reserves jurisdiction, without affecting the finality of this Final Judgment, over: (a) implementation and enforcement of this Settlement, the allowance, disallowance or adjustment of any Class Member's claim on equitable grounds and any award or distribution of the Settlement Fund; (b) disposition of the Settlement Fund; (c) hearing and determining Plaintiffs' Counsel's application for attorneys' fees, costs, interest and expenses, including fees and costs of experts and/or consultants, and the award of reasonable costs and expenses (including lost wages) directly related to the representation of the Class to the Lead Plaintiff serving on the behalf of the Class; (d) enforcing and administering this Final Judgment; (e) enforcing and administering the Stipulation including any releases executed in connection therewith; and (f) other matters related or ancillary to the foregoing.

  14. The Court finds that during the course of the Litigation, the Settling Parties and their respective counsel at all times complied with the requirements of Rule 11 of the Federal Rules of Civil Procedure.

  15. A separate order shall be entered to approve Plaintiffs' Counsel's application for fees and reimbursement of costs and expenses as allowed by the Court. Such order shall not disturb or affect any of the terms of this Final Judgment.

  16. In the event that the Settlement does not become effective in accordance with the terms of the Stipulation or in the event that the Settlement Fund, or any portion thereof, is returned to the Defendants, then this Judgment shall be rendered null and void to the extent provided by and in accordance with the Stipulation and shall be vacated and, in such event, all orders entered and releases delivered in connection herewith shall be null and void to the extent provided by and in accordance with the Stipulation.

  IT IS SO ORDERED.

20040803

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