Superior Court of California (County of San Mateo)

Model N

Summary: 

Plymouth County Retirement System v. Model N, Inc., Case No. CIV530291 (Superior Court for the State of California, County of Santa Clara). Bottini & Bottini was one of three counsel for Plaintiffs in the case, which was brought in Santa Clara, California and alleged claims under Sections 11 and 12 of the Securities Act of 1933. The complaint alleged that the Registration Statement and Prospectus for the Company’s March 23, 2013 IPO were false and misleading. Recently, the case settled for $8.55 million. Judge Marie Seth Weiner, Chair of the Complex Litigation Department, approved the Settlement and entered Final Judgment on April 4, 2016.

Company Name:

Stock Symbol:

Date Filed: 
Thursday, January 22, 2015
Retention Agreement: 

This Retention Agreement governs the retention of Bottini & Bottini, Inc. (the “Attorneys”) by those institutions or individuals (the “Client”) who have authorized the Attorneys to prosecute claims arising out of their purchase of Model N's stock.
WHEREAS the Client has authorized the Attorneys to prosecute claims relating to the securities of Model N (the “Litigation”);
WHEREAS the Litigation entails numerous complex factual and legal issues and entails considerable risk;
WHEREAS the Litigation requires the expenditure of substantial resources by the Attorneys retained to prosecute the Litigation;
WHEREAS the Client seeks to maximize their recovery while limiting the expenditure of their own resources; and
NOW, THEREFORE, the Client and the Attorneys AGREE AS FOLLOWS:
I. SCOPE OF SERVICES/CASE HANDLING
A. Upon execution by Client, Attorneys are retained to provide legal services for the purpose of seeking damages and other relief in the Litigation. Client provides authorization to seek appointment as Lead Plaintiff in the class action, while the Attorneys will seek to be appointed Class Counsel. If this occurs, the Litigation will be prosecuted as a class action.
B. Attorneys are authorized to prosecute the Litigation. The appointed Lead Plaintiffs will monitor, review and participate with counsel in the prosecution of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs concerning all major substantive matters related to the Litigation, including, but not limited to, the complaint, dispositive motions and settlement. Because of potential differences of opinion between Clients concerning, among other things, strategy, goals and objectives of the Litigation, the Attorneys shall consult with the appointed Lead Plaintiffs as to the courses of action to pursue. The Client agrees to abide by the decisions of the appointed Lead Plaintiffs, which shall be final and binding on all Clients.
C. The Attorneys shall provide sufficient resources, including attorney time and capital for payment of costs and expenses, to vigorously prosecute the Litigation.
D. Any recovery will be divided among Clients based on the recognized loss by each Client as calculated by a damage allocation plan which will be prepared by a financial expert, provided to the appointed Lead Plaintiffs, be subject to the Court's approval and will account for such factors as size of stock ownership, date of purchase, date of sale and continued holdings, if any.
II. CONTINGENT FEE AGREEMENT
A. The Attorneys shall advance all expenses in the Litigation. The Client is not liable to pay any of the expenses of the Litigation, whether attorneys' fees or costs. Recovery of costs and other expenses is contingent upon a recovery being obtained. If no recovery is obtained, Client will owe nothing for costs and other expenses. In the event that an order is entered awarding costs and expenses in favor of defendants, Attorneys will be responsible for such costs and expenses, not the Client.
B. If there is a recovery in the Litigation, whether by settlement or judgment, the Attorneys shall be compensated via payment of a reasonable percentage of any recovery as approved by the Court, which amount shall include attorneys’ fees plus reasonable disbursements in the Litigation. “Disbursements” shall include, but not be limited to, costs of travel, telephone, copying, fax transmission, depositions, investigators, messengers, mediation expenses, computer research fees, court fees, expert fees, other consultation fees and paralegal expenses. Any recovery in the Litigation shall first be used to reimburse disbursements.
C. In the event that the Litigation is resolved by settlement under terms involving any “in-kind” payment, such as stock, the contingent fee agreement shall apply to such “in-kind” payment.
III. GENERAL REQUIREMENTS
A. This Agreement may not be assigned by the Attorneys.
B. Client agrees to cooperate in the prosecution of the suit including providing documents to substantiate the Client's claim, and to cooperate in providing discovery information, including a deposition if necessary.
C. Client recognizes that the Attorneys are representing other Model N investors in the Litigation. The Client agrees that any conflicts caused by such representation are waived.
IV. TERMINATION
A. Client may terminate this Agreement as to any Attorneys, with or without cause and without penalty, by providing the Attorneys with written notice of termination. Attorneys may terminate this agreement with or without cause and without penalty, by providing client with written notice of termination if the Client fails to cooperate in the prosecution of this action or such other reason as may be approved upon application to the Court.
B. If the Attorneys are terminated for any reason, Attorneys shall be entitled (a) to be reimbursed, pursuant to §II above, for reasonable out-of-pocket costs and expenses that they incurred, but only if and when recovery is obtained, and (b) to be paid such compensation as might be payable to them in accordance with this Agreement, but only if and to the extent and at the time compensation is payable to the Attorneys from any recovery in the Litigation pursuant to §II above.
V. NOTICE
A. All notices to be given by the parties hereto shall be in writing and served by depositing same in the United States Post Office, postage prepaid and registered as follows:
TO THE CLIENT
The address set out in the Authorization to File Model N Claim form.
TO ATTORNEYS

Bottini & Bottini, Inc.

7817 Ivanhoe Ave., Suite 102

La Jolla, California 92037

Attention: Francis A. Bottini, Jr.

B. Any actions arising out of this Agreement shall be governed by the laws of California, and shall be brought and maintained in the San Diego Superior Court, which shall have exclusive jurisdiction thereof.
C. This agreement, along with the signed Certification and Authorization of Named Plaintiff, sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

Class Period: 
Notice of Opportunity: 

Plymouth County Retirement System v. Model N, Inc., Case No. CIV530291 (Superior Court for the State of California, County of Santa Clara). Bottini & Bottini was one of three counsel for Plaintiffs in the case, which was brought in Santa Clara, California and alleged claims under Sections 11 and 12 of the Securities Act of 1933. The complaint alleged that the Registration Statement and Prospectus for the Company’s March 23, 2013 IPO were false and misleading. Recently, the case settled for $8.55 million. Judge Marie Seth Weiner, Chair of the Complex Litigation Department, approved the Settlement and entered Final Judgment on April 4, 2016.

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Terraform Global

Summary: 

This is a securities class action on behalf of all persons who purchased the Company’s Class A common stock in or traceable to the Company’s July 31, 2015 initial public offering (the “IPO”), seeking to pursue remedies under the Securities Act of 1933 (“1933 Act”) against TerraForm Global, certain of the Company’s officers and directors, SunEdison, Inc. (“SunEdison”) and the investment banks that underwrote the IPO.

The Offering Materials were materially false and misleading when made and/or failed to disclose that (i) SunEdison had suffered a quarterly loss of $0.93 per share for the quarter ended June 30, 2015, a loss significantly greater than analysts’ consensus estimate, which would call into question TerraForm Global’s business plan and growth strategy; (ii) SunEdison’s poor performance would negatively impact TerraForm Global and SunEdison would be unable to support TerraForm Global in the manner described in the Offering Materials; (iii) SunEdison would stop contributing significant operating assets to TerraForm Global for all of 2016, substantially hindering the Company’s ability to grow its asset portfolio; (iv) SunEdison would not acquire Latin America Power because it could not or would not fulfill its obligations to make a $400 million upfront payment under the acquisition contract; and (v) TerraForm Global would not be able to increase its dividend distributions by 20% CAGR on a $1.10 initial annualized run rate for the three years following the IPO, and such dividend distributions and purported growth rate had no reasonable basis.

Company Name:

Stock Symbol:

Date Filed: 
Wednesday, December 9, 2015
Retention Agreement: 

This Retention Agreement governs the retention of Bottini & Bottini, Inc. (the “Attorneys”) by those institutions or individuals (the “Client”) who have authorized the Attorneys to prosecute claims arising out of their purchase of Terraform Global's stock.
WHEREAS the Client has authorized the Attorneys to prosecute claims relating to the securities of Terraform Global (the “Litigation”);
WHEREAS the Litigation entails numerous complex factual and legal issues and entails considerable risk;
WHEREAS the Litigation requires the expenditure of substantial resources by the Attorneys retained to prosecute the Litigation;
WHEREAS the Client seeks to maximize their recovery while limiting the expenditure of their own resources; and
NOW, THEREFORE, the Client and the Attorneys AGREE AS FOLLOWS:
I. SCOPE OF SERVICES/CASE HANDLING
A. Upon execution by Client, Attorneys are retained to provide legal services for the purpose of seeking damages and other relief in the Litigation. Client provides authorization to seek appointment as Lead Plaintiff in the class action, while the Attorneys will seek to be appointed Class Counsel. If this occurs, the Litigation will be prosecuted as a class action.
B. Attorneys are authorized to prosecute the Litigation. The appointed Lead Plaintiffs will monitor, review and participate with counsel in the prosecution of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs concerning all major substantive matters related to the Litigation, including, but not limited to, the complaint, dispositive motions and settlement. Because of potential differences of opinion between Clients concerning, among other things, strategy, goals and objectives of the Litigation, the Attorneys shall consult with the appointed Lead Plaintiffs as to the courses of action to pursue. The Client agrees to abide by the decisions of the appointed Lead Plaintiffs, which shall be final and binding on all Clients.
C. The Attorneys shall provide sufficient resources, including attorney time and capital for payment of costs and expenses, to vigorously prosecute the Litigation.
D. Any recovery will be divided among Clients based on the recognized loss by each Client as calculated by a damage allocation plan which will be prepared by a financial expert, provided to the appointed Lead Plaintiffs, be subject to the Court's approval and will account for such factors as size of stock ownership, date of purchase, date of sale and continued holdings, if any.
II. CONTINGENT FEE AGREEMENT
A. The Attorneys shall advance all expenses in the Litigation. The Client is not liable to pay any of the expenses of the Litigation, whether attorneys' fees or costs. Recovery of costs and other expenses is contingent upon a recovery being obtained. If no recovery is obtained, Client will owe nothing for costs and other expenses. In the event that an order is entered awarding costs and expenses in favor of defendants, Attorneys will be responsible for such costs and expenses, not the Client.
B. If there is a recovery in the Litigation, whether by settlement or judgment, the Attorneys shall be compensated via payment of a reasonable percentage of any recovery as approved by the Court, which amount shall include attorneys’ fees plus reasonable disbursements in the Litigation. “Disbursements” shall include, but not be limited to, costs of travel, telephone, copying, fax transmission, depositions, investigators, messengers, mediation expenses, computer research fees, court fees, expert fees, other consultation fees and paralegal expenses. Any recovery in the Litigation shall first be used to reimburse disbursements.
C. In the event that the Litigation is resolved by settlement under terms involving any “in-kind” payment, such as stock, the contingent fee agreement shall apply to such “in-kind” payment.
III. GENERAL REQUIREMENTS
A. This Agreement may not be assigned by the Attorneys.
B. Client agrees to cooperate in the prosecution of the suit including providing documents to substantiate the Client's claim, and to cooperate in providing discovery information, including a deposition if necessary.
C. Client recognizes that the Attorneys are representing other Terraform Global investors in the Litigation. The Client agrees that any conflicts caused by such representation are waived.
IV. TERMINATION
A. Client may terminate this Agreement as to any Attorneys, with or without cause and without penalty, by providing the Attorneys with written notice of termination. Attorneys may terminate this agreement with or without cause and without penalty, by providing client with written notice of termination if the Client fails to cooperate in the prosecution of this action or such other reason as may be approved upon application to the Court.
B. If the Attorneys are terminated for any reason, Attorneys shall be entitled (a) to be reimbursed, pursuant to §II above, for reasonable out-of-pocket costs and expenses that they incurred, but only if and when recovery is obtained, and (b) to be paid such compensation as might be payable to them in accordance with this Agreement, but only if and to the extent and at the time compensation is payable to the Attorneys from any recovery in the Litigation pursuant to §II above.
V. NOTICE
A. All notices to be given by the parties hereto shall be in writing and served by depositing same in the United States Post Office, postage prepaid and registered as follows:
TO THE CLIENT
The address set out in the Authorization to File Terraform Global Claim form.
TO ATTORNEYS

Bottini & Bottini, Inc.

7817 Ivanhoe Ave., Suite 102

La Jolla, California 92037

Attention: Francis A. Bottini, Jr.

B. Any actions arising out of this Agreement shall be governed by the laws of California, and shall be brought and maintained in the San Diego Superior Court, which shall have exclusive jurisdiction thereof.
C. This agreement, along with the signed Certification and Authorization of Named Plaintiff, sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

Class Period: 
Notice of Opportunity: 

This is a securities class action on behalf of all persons who purchased the Company’s Class A common stock in or traceable to the Company’s July 31, 2015 initial public offering (the “IPO”), seeking to pursue remedies under the Securities Act of 1933 (“1933 Act”) against TerraForm Global, certain of the Company’s officers and directors, SunEdison, Inc. (“SunEdison”) and the investment banks that underwrote the IPO.
The Offering Materials were materially false and misleading when made and/or failed to disclose that (i) SunEdison had suffered a quarterly loss of $0.93 per share for the quarter ended June 30, 2015, a loss significantly greater than analysts’ consensus estimate, which would call into question TerraForm Global’s business plan and growth strategy; (ii) SunEdison’s poor performance would negatively impact TerraForm Global and SunEdison would be unable to support TerraForm Global in the manner described in the Offering Materials; (iii) SunEdison would stop contributing significant operating assets to TerraForm Global for all of 2016, substantially hindering the Company’s ability to grow its asset portfolio; (iv) SunEdison would not acquire Latin America Power because it could not or would not fulfill its obligations to make a $400 million upfront payment under the acquisition contract; and (v) TerraForm Global would not be able to increase its dividend distributions by 20% CAGR on a $1.10 initial annualized run rate for the three years following the IPO, and such dividend distributions and purported growth rate had no reasonable basis.

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GoPro Inc.

Summary: 

SAN DIEGO, CALIFORNIA. BOTTINI & BOTTINI, INC. (http://www.bottinilaw.com) has commenced a class action on behalf of individuals and institutional investors who purchased GoPro, Inc. (NASDAQ: GPRO) stock in connection with the Company's June 26, 2014 IPO. By Order dated June 7, 2016, the Court appointed Bottini & Bottini as Lead Counsel for Plaintiffs. The claims are asserted on behalf on person who bought GoPro stock between June 26, 2014 and November 19, 2014. The class action lawsuit alleges that GoPro, its underwriters, and certain of its officers violated the federal securities laws by issuing false or misleading statements in — or omitting material information from — the registration statement issued in connection with GoPro’s initial public offering (“IPO”) on June 26, 2014.

GoPro commenced the IPO on June 26, 2014, selling approximately 17.8 million shares of common stock at $24 per share. In less than a week, the price of GoPro shares rose more than 100% to $48 per share, and eventually reached $98.47 on October 7, 2014.

The lawsuit alleges that the registration statements issued in connection with the IPO contained false or misleading statements, or failed to disclose material information that was required to be disclosed under the federal securities laws.

On October 7, 2016, Bottini & Bottini filed a Consolidated Amended Complaint, a copy of which can be viewed above.

GoPro shareholders who purchased GoPro shares between June 26, 2014 and November 19, 2014 have important legal rights and may have a claim for damages related to the purchase of their GoPro stock.

For further information about your potential legal rights and remedies, contact Yury A. Kolesnikov, Esq. at Bottini & Bottini, Inc. by e-mailing ykolesnikov@bottinilaw.com or calling (858) 914-2001.

Company Name:

Stock Symbol:

Date Filed: 
Monday, January 25, 2016
Retention Agreement: 

This Retention Agreement governs the retention of Bottini & Bottini, Inc. (the “Attorneys”) by those institutions or individuals (the “Client”) who have authorized the Attorneys to prosecute claims arising out of their purchase of GoPro Inc.'s stock.
WHEREAS the Client has authorized the Attorneys to prosecute claims relating to the securities of GoPro Inc. (the “Litigation”);
WHEREAS the Litigation entails numerous complex factual and legal issues and entails considerable risk;
WHEREAS the Litigation requires the expenditure of substantial resources by the Attorneys retained to prosecute the Litigation;
WHEREAS the Client seeks to maximize their recovery while limiting the expenditure of their own resources; and
NOW, THEREFORE, the Client and the Attorneys AGREE AS FOLLOWS:
I. SCOPE OF SERVICES/CASE HANDLING
A. Upon execution by Client, Attorneys are retained to provide legal services for the purpose of seeking damages and other relief in the Litigation. Client provides authorization to seek appointment as Lead Plaintiff in the class action, while the Attorneys will seek to be appointed Class Counsel. If this occurs, the Litigation will be prosecuted as a class action.
B. Attorneys are authorized to prosecute the Litigation. The appointed Lead Plaintiffs will monitor, review and participate with counsel in the prosecution of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs concerning all major substantive matters related to the Litigation, including, but not limited to, the complaint, dispositive motions and settlement. Because of potential differences of opinion between Clients concerning, among other things, strategy, goals and objectives of the Litigation, the Attorneys shall consult with the appointed Lead Plaintiffs as to the courses of action to pursue. The Client agrees to abide by the decisions of the appointed Lead Plaintiffs, which shall be final and binding on all Clients.
C. The Attorneys shall provide sufficient resources, including attorney time and capital for payment of costs and expenses, to vigorously prosecute the Litigation.
D. Any recovery will be divided among Clients based on the recognized loss by each Client as calculated by a damage allocation plan which will be prepared by a financial expert, provided to the appointed Lead Plaintiffs, be subject to the Court's approval and will account for such factors as size of stock ownership, date of purchase, date of sale and continued holdings, if any.
II. CONTINGENT FEE AGREEMENT
A. The Attorneys shall advance all expenses in the Litigation. The Client is not liable to pay any of the expenses of the Litigation, whether attorneys' fees or costs. Recovery of costs and other expenses is contingent upon a recovery being obtained. If no recovery is obtained, Client will owe nothing for costs and other expenses. In the event that an order is entered awarding costs and expenses in favor of defendants, Attorneys will be responsible for such costs and expenses, not the Client.
B. If there is a recovery in the Litigation, whether by settlement or judgment, the Attorneys shall be compensated via payment of a reasonable percentage of any recovery as approved by the Court, which amount shall include attorneys’ fees plus reasonable disbursements in the Litigation. “Disbursements” shall include, but not be limited to, costs of travel, telephone, copying, fax transmission, depositions, investigators, messengers, mediation expenses, computer research fees, court fees, expert fees, other consultation fees and paralegal expenses. Any recovery in the Litigation shall first be used to reimburse disbursements.
C. In the event that the Litigation is resolved by settlement under terms involving any “in-kind” payment, such as stock, the contingent fee agreement shall apply to such “in-kind” payment.
III. GENERAL REQUIREMENTS
A. This Agreement may not be assigned by the Attorneys.
B. Client agrees to cooperate in the prosecution of the suit including providing documents to substantiate the Client's claim, and to cooperate in providing discovery information, including a deposition if necessary.
C. Client recognizes that the Attorneys are representing other GoPro Inc. investors in the Litigation. The Client agrees that any conflicts caused by such representation are waived.
IV. TERMINATION
A. Client may terminate this Agreement as to any Attorneys, with or without cause and without penalty, by providing the Attorneys with written notice of termination. Attorneys may terminate this agreement with or without cause and without penalty, by providing client with written notice of termination if the Client fails to cooperate in the prosecution of this action or such other reason as may be approved upon application to the Court.
B. If the Attorneys are terminated for any reason, Attorneys shall be entitled (a) to be reimbursed, pursuant to §II above, for reasonable out-of-pocket costs and expenses that they incurred, but only if and when recovery is obtained, and (b) to be paid such compensation as might be payable to them in accordance with this Agreement, but only if and to the extent and at the time compensation is payable to the Attorneys from any recovery in the Litigation pursuant to §II above.
V. NOTICE
A. All notices to be given by the parties hereto shall be in writing and served by depositing same in the United States Post Office, postage prepaid and registered as follows:
TO THE CLIENT
The address set out in the Authorization to File GoPro Inc. Claim form.
TO ATTORNEYS

Bottini & Bottini, Inc.

7817 Ivanhoe Ave., Suite 102

La Jolla, California 92037

Attention: Francis A. Bottini, Jr.

B. Any actions arising out of this Agreement shall be governed by the laws of California, and shall be brought and maintained in the San Diego Superior Court, which shall have exclusive jurisdiction thereof.
C. This agreement, along with the signed Certification and Authorization of Named Plaintiff, sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

Class Period: 
Notice of Opportunity: 

SAN DIEGO, CALIFORNIA. BOTTINI & BOTTINI, INC. (http://www.bottinilaw.com) has commenced a class action on behalf of individuals and institutional investors who purchased GoPro, Inc. (NASDAQ: GPRO) stock in connection with the Company's June 26, 2014 IPO. By Order dated June 7, 2016, the Court appointed Bottini & Bottini as Lead Counsel for Plaintiffs. The claims are asserted on behalf on person who bought GoPro stock between June 26, 2014 and November 19, 2014. The class action lawsuit alleges that GoPro, its underwriters, and certain of its officers violated the federal securities laws by issuing false or misleading statements in — or omitting material information from — the registration statement issued in connection with GoPro’s initial public offering (“IPO”) on June 26, 2014.
GoPro commenced the IPO on June 26, 2014, selling approximately 17.8 million shares of common stock at $24 per share. In less than a week, the price of GoPro shares rose more than 100% to $48 per share, and eventually reached $98.47 on October 7, 2014.
The lawsuit alleges that the registration statements issued in connection with the IPO contained false or misleading statements, or failed to disclose material information that was required to be disclosed under the federal securities laws.
On October 7, 2016, Bottini & Bottini filed a Consolidated Amended Complaint, a copy of which can be viewed above.
GoPro shareholders who purchased GoPro shares between June 26, 2014 and November 19, 2014 have important legal rights and may have a claim for damages related to the purchase of their GoPro stock.
For further information about your potential legal rights and remedies, contact Yury A. Kolesnikov, Esq. at Bottini & Bottini, Inc. by e-mailing ykolesnikov@bottinilaw.com or calling (858) 914-2001.

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Alibaba Group Holding Ltd.

Summary: 

Bottini & Bottini is a member of Plaintiffs' Executive Committee in this securities class action on behalf of all persons who purchased or otherwise acquired Alibaba American Depository Shares (“ADS”) pursuant or traceable to the registration statement and prospectus (collectively, the “Registration Statement”) issued in connection with Alibaba’s September 2014 initial public stock offering (the “IPO” or “Offering”).
The action asserts strict liability claims under §§ 11, 12 and 15 of the Securities Act of 1933 (“1933 Act” or “Securities Act”) against Alibaba, certain Alibaba officers and directors, and the underwriters of the IPO.
Alibaba is a Chinese e-commerce company that provides consumer-to-consumer, business-to-consumer and business-to-business sales services via web portals. The Company also provides electronic payment services, a shopping search engine and data-centric cloud computing services. The group began in 1999 when Jack Ma founded the website Alibaba.com, a business-to-business portal to connect Chinese manufacturers with overseas buyers. In 2012, two of Alibaba’s portals handled 1.1 trillion yuan ($170 billion) in sales. The company primarily operates in the People’s Republic of China (PRC), and on the date of its IPO, Alibaba's market value was $231 billion. However, the market cap was $145 billion at the end of September 2015. In September 2014, Alibaba launched its IPO and issued approximately 368 million ADS at a price of $68 per share, all pursuant to the Registration Statement.
The Registration Statement contained material omissions as well as untrue statements of material fact. The Registration Statement failed to disclose that Alibaba executives had met with China’s State Administration of Industry and Commerce (“SAIC”) in July 2014, just two months before the IPO in the United States, and that regulators had then notified Alibaba of a variety of illegal business practices that threatened the core of Alibaba’s business, including:
• the payment of bribes to Alibaba workers by merchants and others seeking help to further their sales, Internet search rankings, and procurement of prime advertising space on Alibaba’s website and portal;
• a highly material amount of sales of counterfeit goods, including fake cigarettes, alcohol and branded handbags, by vendors on Alibaba’s third-party marketplace platform;
• the fact that regulators had accused Alibaba of alleged anticompetitive behavior such as forbidding merchants to participate in rival sites’ promotions;
• the sale of restricted weapons and other prohibited items on Alibaba’s third party marketplace platform; and
• that Alibaba ignored the practice by some vendors of faking transactions to make their sales volumes appear higher.

Stock Symbol:

Date Filed: 
Thursday, October 15, 2015
Retention Agreement: 

This Retention Agreement governs the retention of Bottini & Bottini, Inc. (the “Attorneys”) by those institutions or individuals (the “Client”) who have authorized the Attorneys to prosecute claims arising out of their purchase of Alibaba Group Holding Ltd.'s stock.
WHEREAS the Client has authorized the Attorneys to prosecute claims relating to the securities of Alibaba Group Holding Ltd. (the “Litigation”);
WHEREAS the Litigation entails numerous complex factual and legal issues and entails considerable risk;
WHEREAS the Litigation requires the expenditure of substantial resources by the Attorneys retained to prosecute the Litigation;
WHEREAS the Client seeks to maximize their recovery while limiting the expenditure of their own resources; and
NOW, THEREFORE, the Client and the Attorneys AGREE AS FOLLOWS:
I. SCOPE OF SERVICES/CASE HANDLING
A. Upon execution by Client, Attorneys are retained to provide legal services for the purpose of seeking damages and other relief in the Litigation. Client provides authorization to seek appointment as Lead Plaintiff in the class action, while the Attorneys will seek to be appointed Class Counsel. If this occurs, the Litigation will be prosecuted as a class action.
B. Attorneys are authorized to prosecute the Litigation. The appointed Lead Plaintiffs will monitor, review and participate with counsel in the prosecution of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs concerning all major substantive matters related to the Litigation, including, but not limited to, the complaint, dispositive motions and settlement. Because of potential differences of opinion between Clients concerning, among other things, strategy, goals and objectives of the Litigation, the Attorneys shall consult with the appointed Lead Plaintiffs as to the courses of action to pursue. The Client agrees to abide by the decisions of the appointed Lead Plaintiffs, which shall be final and binding on all Clients.
C. The Attorneys shall provide sufficient resources, including attorney time and capital for payment of costs and expenses, to vigorously prosecute the Litigation.
D. Any recovery will be divided among Clients based on the recognized loss by each Client as calculated by a damage allocation plan which will be prepared by a financial expert, provided to the appointed Lead Plaintiffs, be subject to the Court's approval and will account for such factors as size of stock ownership, date of purchase, date of sale and continued holdings, if any.
II. CONTINGENT FEE AGREEMENT
A. The Attorneys shall advance all expenses in the Litigation. The Client is not liable to pay any of the expenses of the Litigation, whether attorneys' fees or costs. Recovery of costs and other expenses is contingent upon a recovery being obtained. If no recovery is obtained, Client will owe nothing for costs and other expenses. In the event that an order is entered awarding costs and expenses in favor of defendants, Attorneys will be responsible for such costs and expenses, not the Client.
B. If there is a recovery in the Litigation, whether by settlement or judgment, the Attorneys shall be compensated via payment of a reasonable percentage of any recovery as approved by the Court, which amount shall include attorneys’ fees plus reasonable disbursements in the Litigation. “Disbursements” shall include, but not be limited to, costs of travel, telephone, copying, fax transmission, depositions, investigators, messengers, mediation expenses, computer research fees, court fees, expert fees, other consultation fees and paralegal expenses. Any recovery in the Litigation shall first be used to reimburse disbursements.
C. In the event that the Litigation is resolved by settlement under terms involving any “in-kind” payment, such as stock, the contingent fee agreement shall apply to such “in-kind” payment.
III. GENERAL REQUIREMENTS
A. This Agreement may not be assigned by the Attorneys.
B. Client agrees to cooperate in the prosecution of the suit including providing documents to substantiate the Client's claim, and to cooperate in providing discovery information, including a deposition if necessary.
C. Client recognizes that the Attorneys are representing other Alibaba Group Holding Ltd. investors in the Litigation. The Client agrees that any conflicts caused by such representation are waived.
IV. TERMINATION
A. Client may terminate this Agreement as to any Attorneys, with or without cause and without penalty, by providing the Attorneys with written notice of termination. Attorneys may terminate this agreement with or without cause and without penalty, by providing client with written notice of termination if the Client fails to cooperate in the prosecution of this action or such other reason as may be approved upon application to the Court.
B. If the Attorneys are terminated for any reason, Attorneys shall be entitled (a) to be reimbursed, pursuant to §II above, for reasonable out-of-pocket costs and expenses that they incurred, but only if and when recovery is obtained, and (b) to be paid such compensation as might be payable to them in accordance with this Agreement, but only if and to the extent and at the time compensation is payable to the Attorneys from any recovery in the Litigation pursuant to §II above.
V. NOTICE
A. All notices to be given by the parties hereto shall be in writing and served by depositing same in the United States Post Office, postage prepaid and registered as follows:
TO THE CLIENT
The address set out in the Authorization to File Alibaba Group Holding Ltd. Claim form.
TO ATTORNEYS

Bottini & Bottini, Inc.

7817 Ivanhoe Ave., Suite 102

La Jolla, California 92037

Attention: Francis A. Bottini, Jr.

B. Any actions arising out of this Agreement shall be governed by the laws of California, and shall be brought and maintained in the San Diego Superior Court, which shall have exclusive jurisdiction thereof.
C. This agreement, along with the signed Certification and Authorization of Named Plaintiff, sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

Class Period: 
Notice of Opportunity: 

Bottini & Bottini is a member of Plaintiffs' Executive Committee in this securities class action on behalf of all persons who purchased or otherwise acquired Alibaba American Depository Shares (“ADS”) pursuant or traceable to the registration statement and prospectus (collectively, the “Registration Statement”) issued in connection with Alibaba’s September 2014 initial public stock offering (the “IPO” or “Offering”).
The action asserts strict liability claims under §§ 11, 12 and 15 of the Securities Act of 1933 (“1933 Act” or “Securities Act”) against Alibaba, certain Alibaba officers and directors, and the underwriters of the IPO.
Alibaba is a Chinese e-commerce company that provides consumer-to-consumer, business-to-consumer and business-to-business sales services via web portals. The Company also provides electronic payment services, a shopping search engine and data-centric cloud computing services. The group began in 1999 when Jack Ma founded the website Alibaba.com, a business-to-business portal to connect Chinese manufacturers with overseas buyers. In 2012, two of Alibaba’s portals handled 1.1 trillion yuan ($170 billion) in sales. The company primarily operates in the People’s Republic of China (PRC), and on the date of its IPO, Alibaba's market value was $231 billion. However, the market cap was $145 billion at the end of September 2015. In September 2014, Alibaba launched its IPO and issued approximately 368 million ADS at a price of $68 per share, all pursuant to the Registration Statement.
The Registration Statement contained material omissions as well as untrue statements of material fact. The Registration Statement failed to disclose that Alibaba executives had met with China’s State Administration of Industry and Commerce (“SAIC”) in July 2014, just two months before the IPO in the United States, and that regulators had then notified Alibaba of a variety of illegal business practices that threatened the core of Alibaba’s business, including:
• the payment of bribes to Alibaba workers by merchants and others seeking help to further their sales, Internet search rankings, and procurement of prime advertising space on Alibaba’s website and portal;
• a highly material amount of sales of counterfeit goods, including fake cigarettes, alcohol and branded handbags, by vendors on Alibaba’s third-party marketplace platform;
• the fact that regulators had accused Alibaba of alleged anticompetitive behavior such as forbidding merchants to participate in rival sites’ promotions;
• the sale of restricted weapons and other prohibited items on Alibaba’s third party marketplace platform; and
• that Alibaba ignored the practice by some vendors of faking transactions to make their sales volumes appear higher.

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