The Court authorized that the Notice be sent to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased Taro common stock on the open market on a United States stock exchange from July 2, 2014 through November 3, 2016, both dates inclusive, and may be a Class Member. Receipt of the Notice does not mean that you are a member of the Class or that you are entitled to receive a payment. If you wish to be eligible for a payment, you are required to submit the Claim Form that is distributed with the Notice. See section "How Can I Receive a Payment?" below.

The purpose of the Notice is to inform you of the existence of this class action, how you might be affected by it, and how to exclude yourself from the Class, if you wish to do so. The Notice is also being sent to inform you of the terms of the Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the Plan of Allocation, and Lead Counsel’s Fee and Expense Application.

The Court in charge of the Action is the United States District Court for the Southern District of New York, and the case is known as Speakes v. Taro Pharm. Indus., Ltd., Case No. 16-cv-08318-ALC-OTW. The Action is assigned to the Honorable Andrew L. Carter Jr., U.S.D.J., and the Honorable Ona T. Wang, U.S.M.J. The Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, then payments will be made after any appeals are resolved and after the completion of all claims processing.

On June 19, 2017, Lead Plaintiff filed the Corrected Amended Class Action Complaint (the “Complaint”) asserting claims against all Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act. ECF No. 36. Among other things, the Complaint alleged that Defendants made certain materially false and misleading statements and omissions during the Class Period.

On October 11, 2017, Defendants Taro and Kalb filed and served their motion to dismiss the Complaint. ECF No. 45. On December 11, 2017, Lead Plaintiff filed and served their memorandum of law in opposition to the motion to dismiss. ECF No. 50. On January 10, 2018, Defendants Taro and Kalb filed and served their reply papers. ECF No. 51. On May 24, 2018, Defendant Subramanian filed and served his motion to dismiss. ECF No. 56. On June 7, 2018, Lead Plaintiff filed and served their memorandum of law in opposition to that motion to dismiss. ECF No. 58. On September 24, 2018, the Court denied in part Defendants’ motions to dismiss, finding that the Complaint sufficiently alleged certain claims for violations of Sections 10(b) and 20(a) of the Exchange Act. ECF No. 61.

After the Court denied in part Defendants’ motion to dismiss, Lead Plaintiff agreed to track their discovery to certain discovery in a multi-district litigation involving civil antitrust cases against various generic pharmaceutical companies, including Taro’s affiliate. Lead Plaintiff began over four-and-half years of intense discovery, including reviewing millions of pages of documents as well as several deposition transcripts.

On August 2, 2023, the Parties participated in an all-day mediation with David Murphy of Phillips ADR.  In advance of the session, the Parties provided detailed mediation statements and exhibits to the mediator which addressed issues of liability, scienter, causation, and damages. The mediation session ended without a settlement. In the weeks that followed, the Parties continued their negotiations. On September 26, 2023, the Parties accepted the mediator’s recommendation and reached an agreement in principle to settle the Action for $36,000,000, subject to the execution of a customary “long form” stipulation and agreement of settlement and related papers. The Parties executed the Stipulation, which sets forth the terms and conditions of the Settlement, on April 10, 2024.  On May 8, 2024, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

In a class action, one or more persons or entities (in this case, Lead Plaintiff), pursue a lawsuit on behalf of people and entities who have similar claims. Together, these people and entities are a “class,” and each is a “class member.” Class actions allow the adjudication of many individuals’ similar claims that might be too small economically to bring as individual actions. One court resolves the issues for all class members at the same time, except for those who exclude themselves, or “opt out,” from the class.

The Court did not finally decide in favor of Lead Plaintiff or Defendants. Instead, both sides agreed to a settlement. Lead Plaintiff and Lead Counsel believe that the claims asserted in the Action have merit. They recognize, however, the expense and length of continued proceedings needed to pursue the claims through trial and appeals, as well as the difficulties in establishing liability. In the absence of a settlement, the Parties would present factual and expert testimony on each of these issues, and there is a risk that the Court or jury would resolve these issues unfavorably against Lead Plaintiff and the Class. Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Class.

Defendants have denied and continue to deny each and every one of the claims alleged by Lead Plaintiff in the Action, including all claims in the Complaint. Defendants have agreed to the Settlement to avoid and eliminate the burden, expense, uncertainty, and risk of further litigation. Accordingly, the Settlement may not be construed as an admission of any wrongdoing by any Defendant in this or any other action or proceeding.

If you are a member of the Class, you are subject to the Settlement, unless you timely take steps to exclude yourself (see section "How Do I Exclude Myself from the Class?" below). Please note that the deadline to exclude yourself from the Settlement has passed. The Class consists of:

All Persons who purchased Taro common stock on the open market on a United States stock exchange from July 2, 2014 through November 3, 2016, both dates inclusive, and who were damaged thereby.

If one of your mutual funds purchased Taro common stock during the Class Period that does not make you a Class Member, although your mutual fund may be. You are a Class Member only if you individually purchased Taro common stock on the open market on a United States stock exchange during the Class Period. Check your investment records or contact your broker to see if you have any eligible purchases. The Parties do not independently have access to your trading information. PLEASE NOTE: RECEIPT OF THE NOTICE DOES NOT MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE A PAYMENT.

If you wish to be eligible for a payment from the Settlement, you must submit the Claim Form that is being distributed with this Notice.  See section "How Can I Receive a Payment?" below.

Yes. There are some individuals and entities who are excluded from the Class by definition. Excluded from the Class are: Defendants, Taro Pharmaceuticals USA, Inc., Sun Pharmaceutical Industries Ltd., and Defendants’ officers, directors, Immediate Family members, predecessors, successors and assigns, and any entity in which any of them have a majority ownership interest. Also excluded from the Class are any Persons who or which exclude themselves by submitting a timely and valid request for exclusion that is accepted by the Court.

In exchange for the Settlement and the release of the Released Claims against the Released Defendant Parties (see section "What Am I Giving Up to Receive a Payment and by Staying in the Class?" below), Taro has agreed to cause a $36 million cash payment to be made, which, along with any interest earned, will be distributed after deduction of Court-awarded attorneys’ fees and Litigation Expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court (the “Net Settlement Fund”), to Class Members who send in valid and timely Claim Forms.

To qualify for a payment from the Net Settlement Fund, you must submit a timely and valid Claim Form. A Claim Form is included with the Notice. You may also obtain one from the Claim Form tab of this website, or from Lead Counsel’s website: www.bernlieb.com. You can also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at (855) 208-4121.

Please read the instructions contained in the Claim Form carefully. Fill out the Claim Form, include all the documents the form requests, sign it, and either mail it to the Claims Administrator using the address listed in the Claim Form or submit it online at this website. Claim Forms must be postmarked (if mailed) or received no later than August 16, 2024.

The Court will hold a Settlement Hearing on August 23, 2024 to decide, among other things, whether to finally approve the Settlement. Even if the Settlement is approved, there may be appeals, which can take time to resolve, perhaps more than a year.  It also takes a long time for all Claim Forms to be accurately reviewed and processed. Please be patient.

If you are a Class Member, and do not timely and validly exclude yourself from the Class (see section "How Do I Exclude Myself from the Class?" below), you will remain in the Class and be bound by all orders issued by the Court.  If the Settlement is approved, the Court will enter the Judgment.  The Judgment will dismiss the Action with prejudice and will provide that, upon the Effective Date of the Settlement (see ¶ 28 of the Notice), Lead Plaintiff and each of the other Class Members, on behalf of themselves and each of their respective heirs, executors, trustees, administrators, legal representatives, predecessors, successors, and assigns, in their capacities as such, will have fully, finally, and forever compromised, settled, released, relinquished, waived, and discharged any and all of the Released Claims (as defined in ¶ 27(a) of the Notice) against the Defendants and the other Released Defendant Parties (as defined in ¶ 27(b) of the Notice), and shall forever be barred and enjoined from prosecuting any and all of the Released Claims against any of the Released Defendant Parties.

The “Effective Date” will occur when a Judgment entered by the Court approving the Settlement becomes Final and is not subject to appeal. If you remain a member of the Class, all of the Court’s orders, whether favorable or unfavorable, will apply to you and legally bind you.

Upon the “Effective Date,” Defendants will also provide a release of any claims against Lead Plaintiff and the Class arising out of or related to the institution, prosecution, or settlement of the claims in the Action.

Additionally, among other things, the Preliminary Approval Order entered by the Court provides that all proceedings in the Action, other than proceedings necessary to carry out or enforce the terms and conditions of the Stipulation are stayed, and pending a final determination of whether the Settlement should be finally approved, Lead Plaintiff and all other members of the Class are barred and enjoined from asserting, commencing, prosecuting, instituting, instigating, or participating in the commencement or prosecution of any action or other proceeding, in any forum, asserting any and all of the Released Claims against any of the Released Defendant Parties.

To exclude yourself from the Class, you must have mailed a signed letter stating that you request to be “excluded from the Class in Speakes v. Taro Pharm. Indus., Ltd., Case No. 16-cv-08318-ALC-OTW.”  You could not have excluded yourself by telephone or e-mail.  Each request for exclusion must also: (i) state the name, address, e-mail address, and telephone number of the person or entity requesting exclusion and, in the case of entities, the name and telephone number of the appropriate contact person; (ii) state the number of shares purchased, acquired, and sold on the open market on a United States stock exchange during the Class Period, as well as the date(s), price(s), and number(s) of each such purchase, acquisition, and sale; and (iii) be signed by the person or entity requesting exclusion or an authorized representative. Only members of the Class can request exclusion. A request for exclusion must have been sent by first class mail so that it was received no later than August 2, 2024 at:

Taro Pharmaceutical Industries Ltd. Securities Litigation
c/o JND Legal Administration
P.O. Box 91388
Seattle, WA 98111

Please note that the deadline to exclude yourself from the Settlement has passed.

You will not be able to exclude yourself after this date, unless allowed by the Court.

This information is needed to determine whether you are a member of the Class. Remember, you are only a Class Member if you purchased Taro common stock on the open market on a United States stock exchange during the Class Period and were damaged. Your exclusion request must comply with all of these requirements in order to be valid, and be received within the time stated above, unless otherwise allowed by the Court.

If you do not want to be part of the Class, you must have had followed these instructions for exclusion even if you have pending, or later file, another lawsuit, arbitration, or other proceeding relating to any of the Released Claims against any of the Released Defendant Parties.

If you asked to be excluded, do not submit a Claim Form because you cannot receive any payment from the Net Settlement Fund. Also, you cannot object to the Settlement because you will not be a Class Member. If you submit a valid exclusion request, you will not be legally bound by anything that happens in the Action, and you may be able to sue (or continue to sue) Defendants and the other Released Defendant Parties in the future.

No. If you are a member of the Class, unless you properly exclude yourself, you will give up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Claims. If you have a pending lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately. You must have had excluded yourself from this Class to continue your own lawsuit. Please note that the deadline to exclude to the Settlement has passed.

Bernstein Liebhard LLP is Lead Counsel in the Action. Lead Counsel represents all Class Members. The Court will determine the amount of attorneys’ fees and Litigation Expenses, which will be paid from the Settlement Fund.

If you want to be represented by your own lawyer, you may hire one at your own expense. You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of his or her appearance on the attorneys listed in the section entitled, “How do I tell the Court that I do not like something about the proposed Settlement?”

Lead Counsel has been prosecuting the Action on a contingent basis since 2017 and has not been paid for any of their work. Lead Counsel will seek an attorneys’ fee award of no more than 30% of the Settlement Fund, which will include accrued interest. Payment to Lead Counsel will in no way increase the other fees that are deducted from the Settlement Fund. Lead Counsel will also seek payment of Litigation Expenses incurred by Lead Counsel in the prosecution of the Action of no more than $395,000, plus accrued interest, which may include an application in accordance with the PSLRA for the reasonable costs and expenses of Lead Plaintiff directly related to their representation of the Class. As explained above, any attorneys’ fees and expenses awarded by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

If you are a Class Member, you could have objected to the Settlement or any of its terms, the proposed Plan of Allocation, and/or Lead Counsel’s Fee and Expense Application. You may write to the Court about why you think the Court should not approve any or all of the Settlement terms or related relief. If you would like the Court to consider your views, you must file a proper objection within the deadline, and according to the following procedures.

The deadline to object the settlement has now passed.

Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or Lead Counsel’s Fee and Expense Application. You can still recover money from the Settlement. You could have objected only if you stayed in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you excluded yourself, you have no basis to object because the Settlement and the Action no longer affect you. Both the exclusion and objection deadlines have passed. 

The Court will hold the Settlement Hearing on August 23, 2024 at 11:00 a.m., in Courtroom 1306 of the Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007, or remotely using directions that will be posted in advance on the Settlement website, at the Court’s discretion.

At this hearing, the Court will consider whether: (i) the Settlement is fair, reasonable, adequate, and should be approved and (ii) the application of Lead Counsel for an award of attorneys’ fees and payment of Litigation Expenses is reasonable and should be approved. The Court will take into consideration any written objections filed in accordance with the instructions in the section titled "How Do I Tell the Court That I Do Not Like Something About the Proposed Settlement?" above. We do not know how long it will take the Court to make these decisions.

You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Class Members. If you want to attend the hearing, you should check with Lead Counsel or review the Key Dates page of this website beforehand to be sure that the hearing date and/or time has not changed.

No. You can participate in the Settlement without attending the Settlement Hearing.  Lead Counsel will answer any questions the Court may have. But, you are welcome to attend at your own expense. If you submit a valid and timely objection, the Court will consider it and you do not have to come to Court to discuss it. You may have your own lawyer attend (at your own expense), but it is not required.  If you do hire your own lawyer, he or she must have had filed and served a Notice of Appearance in the manner described in the answer to the section titled "May I Speak at the Settlement Hearing?"

If you are a member of the Class, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must have submitted a statement to the court, no later than August 2, 2024, Lead Counsel, and Defendants’ Counsel that you, or your attorney, intend to appear in “Speakes v. Taro Pharm. Indus., Ltd., Case No. 16-cv-08318-ALC-OTW (S.D.N.Y.).” Persons who intend to present evidence at the Settlement Hearing must also include in their objections (prepared and submitted in accordance with the answer to Question 15 above) the identities of any witnesses they may wish to call to testify and any exhibits they intend to introduce into evidence at the Settlement Hearing. You may not speak at the Settlement Hearing if you exclude yourself from the Class or if you have not provided written notice of your intention to speak in accordance with the procedures described in this section and in the section titled "How Do I Tell the Court That I Do Not Like Something About the Proposed Settlement?" above.

If you do nothing and you are a member of the Class, you will receive no money from this Settlement, and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims. To share in the Net Settlement Fund, you must submit a Claim Form (see the section titled "How Can I Receive a Payment?" above). To start, continue, or be a part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims, you must exclude yourself from the Class (see the section titled "How Do I Exclude Myself From the Class?" above).

If you purchased Taro common stock on the open market on a United States stock exchange during the Class Period for the beneficial interest of a person or entity other than yourself, the Court has directed that WITHIN TEN (10) CALENDAR DAYS OF YOUR RECEIPT OF THE NOTICE, YOU MUST EITHER:

1. provide to the Claims Administrator the name and last known address of each person or entity for whom or which you purchased Taro common stock on the open market on a United States stock exchange during the Class Period; or
2. request additional copies of this Notice and the Claim Form from the Claims Administrator, which will be provided to you free of charge, and WITHIN TEN (10) CALENDAR DAYS of receipt, mail the Notice and Claim Form directly to all such beneficial owners of those securities. Nominees shall also provide email addresses for all such beneficial owners to the Claims Administrator, to the extent they are available.

If you choose to follow procedure (b), the Court has also directed that, upon making that mailing, YOU MUST SEND A STATEMENT to the Claims Administrator confirming that the mailing was made as directed and keep a record of the names and mailing addresses used. You are entitled to reimbursement from the Settlement Fund of your reasonable out-of-pocket expenses actually incurred in connection with the foregoing, including reimbursement of postage expense and the cost of ascertaining the names and addresses of beneficial owners. Those expenses will be paid upon request and submission of appropriate supporting documentation and timely compliance with the above directives. All communications concerning the foregoing should be addressed to the Claims Administrator at Taro Pharmaceutical Industires Ltd. Securities Litigation, c/o JND Legal Administration, P.O. Box 91388, Seattle, WA 98111.

The Plan of Allocation (the “Plan of Allocation” or “Plan”) set forth in the Notice is the plan for the distribution of the Settlement proceeds created by Lead Plaintiff’s economic expert.  The Court may modify this Plan of Allocation without additional notice to the Class. Any order modifying the Plan of Allocation will be posted on this website and at www.bernlieb.com.

The Settlement Amount and the interest it earns is the “Settlement Fund.” The Settlement Fund, after deduction of Court-approved attorneys’ fees and expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court is the “Net Settlement Fund.” The Net Settlement Fund will be distributed to members of the Class who timely submit valid Claim Forms that show a Recognized Claim according to the Plan of Allocation.

The Claims Administrator shall determine each Authorized Claimant’s pro rata share of the Net Settlement Fund based upon each Authorized Claimant’s “Recognized Claim.” The Recognized Claim formula is not intended to be an estimate of the amount a Class Member might have been able to recover after a trial; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement. The Recognized Claim formula is the basis upon which the Net Settlement Fund will be proportionately allocated to the Authorized Claimants.

The objective of the Plan of Allocation is to equitably distribute the Net Settlement Fund among Authorized Claimants who suffered economic losses as a result of the alleged violations of the federal securities laws during the Class Period (July 2, 2014 through November 3, 2016). To design this Plan, Lead Counsel conferred with their damages expert. The Plan of Allocation, however, is not a formal damages analysis.

The Plan of Allocation generally measures the amount of loss that a Class Member can claim for purposes of making pro rata allocations of the Net Settlement Fund to Authorized Claimants. For losses to be compensable damages under the federal securities laws, the disclosure of the allegedly misrepresented information must be the cause of the decline in the price of the securities at issue. In this case, Lead Plaintiff alleges that Defendants issued false statements and omitted material facts during the Class Period which allegedly artificially inflated the price of Taro common stock. It is alleged that corrective information released to the market on September 9, 2016 after the market closed and during afternoon trading on November 3, 2016 resulting in statistically significant stock-price declines and removed alleged artificial inflation from Taro’s common stock price. Accordingly, in order to have a compensable loss in this Settlement, shares of Taro common stock must have been purchased on the open market, on a U.S. exchange, during the Class Period and held through one or both of the alleged corrective disclosures.

The Notice contains only a summary of the proposed Settlement. More details are contained in the Stipulation. For more information about the matters involved in this case, you may review the papers on file with the Court. You may review the Stipulation and other documents filed with the Court during business hours at the Office of the Clerk of the Court, United States District Court for the Southern District of New York, Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007 (Please check the Court’s website, www.nysd.uscourts.gov for information about Court closures before visiting). Subscribers to PACER, a fee-based service, can also view the papers filed publicly in the Action through the Court’s on-line Case Management/Electronic Case Files System at https://www.pacer.gov.

You can also get a copy of the Stipulation, and other documents related to the Settlement, as well as additional information about the Settlement from the Important Documents tab of this website, or the website of Lead Counsel, www.bernlieb.com. You may also call the Claims Administrator toll free at (855) 208-4121 or write to the Claims Administrator at Taro Pharmaceutical Industries Ltd. Securities Litigation, c/o JND Legal Administration, P.O. Box 91388, Seattle WA, 98111. Please do not call the Court with questions about the Settlement.