Frequently Asked Questions

The objective of the Plan of Allocation is to equitably distribute the Net Settlement Fund among Settlement Class Members based on their respective alleged economic losses resulting from the securities law violations alleged in the Litigation.

The Claims Administrator shall determine each Settlement Class Member’s share of the Net Settlement Fund based upon the recognized loss formula (the “Recognized Claim”) described below.  A Recognized Claim will be calculated for each share of NN common stock purchased or otherwise acquired in the Secondary Public Offering.  The calculation of a Recognized Claim will depend upon several factors, including when the shares were purchased or otherwise acquired and in what amounts, whether the shares were ever sold, and, if so, when they were sold and for what amounts.  The Recognized Claim is not intended to estimate the amount a Settlement Class Member might have been able to recover after a trial, nor to estimate the amount that will be paid to Settlement Class Members pursuant to the Settlement.  The Recognized Claim is the basis upon which the Net Settlement Fund will be proportionately allocated to Settlement Class Members.

Your share of the Net Settlement Fund will depend on the number of valid Proofs of Claim that other Settlement Class Members send in, how many shares of NN common stock you purchased or otherwise acquired in the Secondary Public Offering, whether you sold any of those shares, and when you sold them.

The Settlement was reached after a thorough investigation by Plaintiff’s Counsel and following the Court’s denial of the Defendants’ motion to dismiss the amended complaint and the First Department’s unanimous affirmance of this Court’s ruling.  The Court has not reached any final decisions in connection with Plaintiff’s claims.  Instead, Plaintiff and Defendants have agreed to the Settlement, which was reached with the substantial assistance of a highly respected mediator of complex class actions.  In reaching the Settlement, the Settling Parties have avoided the cost, delay, and uncertainty of further litigation.

As in any litigation, Plaintiff and the proposed Settlement Class would face an uncertain outcome if they did not agree to the Settlement.  The Settling Parties expected that the Litigation could continue for a lengthy period of time and that if Plaintiff succeeded, Defendants would file further appeals that would postpone final resolution of the Litigation.  Continuation of the Litigation against Defendants could result in a judgment greater than the Settlement.  Conversely, continuing the Litigation could result in no recovery at all or a recovery that is less than the amount of the Settlement.

Plaintiff believes that the Settlement is fair and reasonable to the Members of the Settlement Class.  They have reached this conclusion for several reasons.  Specifically, if the Settlement is approved, the Settlement Class will receive a certain and immediate monetary recovery.  Additionally, Plaintiff’s Counsel believe that the significant and immediate benefits of the Settlement, when weighed against the significant risk, delay, and uncertainty of continued litigation, are a very favorable result for the Settlement Class.

The following attorneys are counsel for the Settlement Class:

Deborah Clark-Weintraub, Esq.

Amanda F. Lawrence, Esq.

Jeffrey P. Jacobson, Esq.

 

SCOTT+SCOTT ATTORNEYS AT LAW LLP

The Helmsley Building

230 Park Avenue, 17th Floor

New York, NY 10169

Telephone: 800-404-7770

If you have any questions about the Litigation or Settlement, you are entitled to consult with Plaintiff’s Counsel by contacting counsel at the phone number listed above.

You may obtain a copy of the Stipulation in the "Documents" section of this website.

Email: [email protected]

The Court will held a Settlement Fairness Hearing on December 1, 2022, at 2:45 P.M., before the Honorable Andrew Borrok at the Supreme Court of the State of New York, County of New York: Commercial Division, 60 Centre Street, New York, NY 10007, for the purpose of determining whether: (i) the Settlement, as set forth in the Stipulation, for $9,500,000 in cash should be approved by the Court as fair, reasonable, and adequate; (ii) Judgment, as provided under the Stipulation, should be entered; (iii) to award Plaintiff’s Counsel attorneys’ fees and expenses out of the Settlement Fund and, if so, in what amount; (iv) to reimburse Plaintiff for its time and expenses in representing the Settlement Class out of the Settlement Fund and, if so, in what amount; and (v) the Plan of Allocation should be approved by the Court. 

The Settlement was approved on December 1, 2022.   You may view the Final Approval Order here. 

If the Settlement is approved by the Court, the Court will enter a Judgment.  If the Judgment becomes Final pursuant to the terms of the Stipulation, all Settlement Class Members shall be deemed to have, and by operation of the Final Judgment shall have, fully, finally, and forever released, relinquished, and discharged any and all of the Released Parties from all Released Claims.

·       “Related Parties” means, as applicable, each Plaintiff’s, Settlement Class Member’s, Plaintiff’s Counsel’s, Defendant or Defendant’s Counsel’s respective former, present, or future parents, subsidiaries, divisions, controlling Persons, associates, and affiliates and each and all of their respective present and former employees, members, partners, principals, officers, directors, controlling shareholders, agents, attorneys, advisors (including financial or investment advisors), accountants, auditors, consultants, underwriters, investment bankers, commercial bankers, entities providing fairness opinions, general or limited partners or partnerships, limited liability companies, members, joint ventures, and insurers and reinsurers of each of them; and the predecessors, successors, estates, immediate family members, spouses, heirs, executors, trusts, trustees, administrators, agents, legal or personal representatives, assigns, and assignees of each of them, in their capacity as such.

·       “Released Defendant Party” or “Released Defendant Parties” mean Defendants, Defendants’ Counsel, and their Related Parties.

·       “Released Defendants’ Claims” means any and all claims and causes of action of every nature and description whatsoever, including both known claims and Unknown Claims, as defined below, against Released Plaintiff Parties that arise out of, or relate in any way to, the institution, prosecution, or settlement of the claims against Defendants in the Litigation, except for claims relating to the enforcement of the Settlement.  “Released Defendants’ Claims” do not include claims between or among Defendants or any combination of Defendants, including claims for indemnification.

·       “Released Plaintiff Party” or “Released Plaintiff Parties” mean each and every Settlement Class Member, Plaintiff, Plaintiff’s Counsel, and their Related Parties.

·       “Released Claims” means any and all claims, demands, losses, rights, and causes of action of every nature and description, whether asserted or unasserted, including both known claims and Unknown Claims, whether arising under federal, state, common, or foreign law, by Released Plaintiff Parties, whether brought directly or indirectly against any of the Released Defendant Parties, that have been, or could have been, asserted in the Litigation or could in the future be asserted in any forum, whether foreign or domestic, and which arise out of or relate in any way to: (a) any of the allegations, transactions, events, disclosures, statements, acts, or omissions that were asserted, involved, set forth, or referred to or could have been asserted by a Released Plaintiff Party in the Litigation; and (b) arise out of, are based upon, or relate in any way, directly or indirectly, to the purchase, acquisition, holding, sale, or disposition of NN common stock issued in NN’s SPO.  “Released Claims” do not include claims to enforce the Settlement, or the claims of any Person that submits a request for exclusion that is accepted by the Court.  “Released Claims” includes “Unknown Claims,” as defined below.

·      “Unknown Claims” means: (a) any and all Released Claims that any of the Released Plaintiff Parties do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Defendant Parties, or might have affected his, her, or its decision(s) with respect to the Settlement, including, but not limited to, whether or not to object to the Settlement or seek exclusion from the Settlement Class; and (b) any and all Released Defendants’ Claims that any of the Released Defendant Parties do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff Parties that, if known by him, her, or it, might have affected his, her, or its settlement and release of the Released Plaintiff Parties.  With respect to (a) any and all Released Claims against the Released Defendant Parties; and (b) any and all Released Defendants’ Claims against the Released Plaintiff Parties, the Settling Parties stipulate and agree that, upon the Effective Date, the Settling Parties shall expressly waive, and each Released Plaintiff Party and Released Defendant Party shall be deemed to have, and by operation of the Judgment shall have expressly waived, the provisions, rights, and benefits of California Civil Code §1542, which provides:

and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code §1542.  The Released Plaintiff Parties and Released Defendant Parties acknowledge that they may hereafter discover facts, legal theories, or authorities in addition to or different from those which he, she, it, or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or Released Defendants’ Claims, but (a) the Released Plaintiff Parties shall expressly, fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and each Released Plaintiff Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment, shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Claims against the Released Defendant Parties, known or unknown, suspected or unsuspected, contingent or non-contingent, accrued or unaccrued, whether or not concealed or hidden, which now exist, or heretofore have existed, or may hereafter exist, 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, legal theories, or authorities; and (b) the Released Defendant Parties shall expressly fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and each Released Defendant Party shall be deemed to have waived, compromised, settled, discharged, extinguished, and released, and upon the Effective Date, and by operation of the Judgment, shall have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever, any and all Released Defendants’ Claims against the Released Plaintiff Parties, 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, legal theories, or authorities.  The Settling Parties acknowledge, and the Released Plaintiff Parties and Released Defendant Parties shall be deemed, by operation of the Judgment, to have acknowledged that the foregoing waiver was separately bargained for and is an essential element of the Settlement of which this release is a part.