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Gennaro v. National Research Corp.

United States District Court, D. Nebraska

November 30, 2017

ANTHONY GENNARO, JR., on Behalf of Himself and All Others Similarly Situated, Plaintiffs,
v.
NATIONAL RESEARCH CORPORATION, MICHAEL D. HAYS, JOANN M. MARTIN, BARBARA J. MOWRY, JOHN N. NUNNELLY, and DONALD M. BERWICK, Defendants. JAMES D. GERSON, on behalf of himself and all other similarly situated shareholders of NATIONAL RESEARCH CORPORATION, and derivatively on behalf of Nominal Defendant NATIONAL RESEARCH CORPORATION, Plaintiffs,
v.
MICHAEL D. HAYS, MICHAEL AND KAREN HAYS GRANDCHILDREN'S TRUST, DONALD M. BERWICK, JOANN M. MARTIN, BARBARA J. MOWRY, JOHN N. NUNNELLY, Defendants, and NATIONAL RESEARCH CORPORATION, Nominal Defendant.

          ORDER FOR CONSOLIDATION AND APPOINTMENT OF CO-LEAD PLAINTIFFS AND CO-LEAD COUNSEL

          Michael D. Nelson UNITED STATES MAGISTRATE JUDGE

         This matter is before the Court on the Joint Motion for Consolidation of Related Actions and Appointment of Co-Lead Plaintiffs and Co-Lead Counsel (Filing No. 22 in Case No. 4:17CV441 and Case No. 4:17CV3152). Plaintiffs in both above-captioned cases request that the actions be consolidated in accordance with their Stipulation for Consolidation (Filing No. 23 in both cases). Plaintiffs also move for appointment of Anthony Gennaro, Jr. and James D. Gerson as co-lead plaintiffs, and the law firms of Kessler Topaz Meltzer & Check, LLP and Labaton Sucharow LLP as co-lead counsel for Plaintiffs. The parties' Stipulation for Consolidation provides the following recitals:

WHEREAS, on November 15, 2017, a Verified Class Action Complaint was filed on behalf of plaintiff Anthony Gennaro, Jr., a shareholder of National Research Corporation (“NRC”), by the law firm of Kessler Topaz Meltzer & Check, LLP (the “Gennaro Action”).
WHEREAS, on November 15, 2017, plaintiff Anthony Gennaro also filed a motion for a preliminary injunction and request for hearing to enjoin the consummation of the proposed transaction whereby NRC will cash-out all of is shareholders of Class B common stock, other than Michael D. Hays (the “Proposed Transaction”).
WHEREAS, November 16, 2017, the action Gennaro v. National Research Corporation, et al. was assigned to Judge John M. Gerrard.
WHEREAS, on November 16, 2017, a Verified Shareholder Class Action and Derivative Complaint was filed as a related case to the Gennaro Action on behalf of James D. Gerson, a shareholder of NRC, by the law firm of Labaton Sucharow LLP (the “Gerson Action”).
WHEREAS, on November 17, 2017, plaintiff James Gerson also filed a motion for a preliminary injunction and request for hearing to enjoin the consummation of the Proposed Transaction.
WHEREAS, both the Gennaro Action and the Gerson Action are related to the same course of conduct by NRC and its board of directors in approving the Proposed Transaction.
WHEREAS, both the Gennaro Action and the Gerson Action allege substantively similar claims against the various defendants related to the Proposed Transaction, the separate prosecution of which would result in significant overlap of litigation efforts and substantive issues.
WHEREAS, in the interests of efficiency, counsel for both Anthony Gennaro and James D. Gerson have agreed to consolidate their efforts and jointly pursue their claims against NRC on behalf of NRC's shareholders.

         (Filing No. 23 in both cases). The Plaintiffs represent that all Defendants in the Gennaro Action and the Gerson Action have agreed to consolidation and that the Joint Motion is unopposed. (Filing No. 22 in both cases). Upon review of the pleadings and parties' Stipulation for Consolidation, the Court concludes the above-captioned cases involve common questions of law and fact, and should be consolidated. See Fed.R.Civ.P. 42(a). The Court will adopt the parties' Stipulation for Consolidation and Proposed Order. Accordingly, IT IS ORDERED that the Joint Motion for Consolidation of Related Actions and Appointment of Co-Lead Plaintiffs and Co-Lead Counsel (Filing No. 22 in Case No. 4:17CV441; Filing No. 22 in Case No. 4:17CV3152) is granted. The parties' Stipulation for Consolidation of Related Actions and Appointment of Co-Lead Plaintiffs and Co-Lead Counsel (Filing No. 23 in Case No. 4:17CV441; Filing No. 23 in Case No. 4:17CV3152) is adopted as set forth below:

         1. The Gennaro Action and the Gerson Action shall be consolidated for all purposes, herein referred to as the “Consolidated Action.” Any pleading or other document filed or served in the Consolidated Action shall bear a caption as follows:

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEBRASKA
In re NATIONAL RESEARCH
Consolidated Case No. 4:17-cv-00441-JMG-CORPORATION shareholder litigation MDN

         2. The law firms of Kessler Topaz Meltzer & Check, LLP and Labaton Sucharow LLP will serve as co-lead counsel for ...


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