Coty Inc. Stockholder Litigation

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Coty Inc. Stockholder Litigation
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UPDATE: On or about March 29, 2024, the Claims Administrator mailed out checks and wires of settlement funds to eligible claimants, as approved by the order of the Court. 
 


Notice of Pendency of Class and Derivative Action:  Please be advised that your rights will be affected by the above-captioned stockholder class and derivative action (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you (i) are currently a record or beneficial owner of share(s) of Coty Inc. (“Coty” or the “Company”) common stock (NYSE: “COTY”) (a “Current Stockholder”), or (ii) were a record holder or beneficial owner of share(s) of Coty common stock issued and outstanding as of February 11, 2019, whose share(s) were accepted for purchase on April 30, 2019 in connection with a Tender Offer (defined in paragraph 4 below) or remained outstanding after April 30, 2019 (a “Class Member”).

The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency and Proposed Settlement of Unitholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”), which you can access here. Because this website is just a summary, you should review the Notice for additional details.

This website relates to stockholder class and derivative action (the “Action”), pending in the Court of Chancery of the State of Delaware (the “Court”)

NOTICE OF SETTLEMENT: Please also be advised that (i) co-lead plaintiffs Massachusetts Laborers’ Pension Fund, Charles Waddell, and John Bicanich (collectively, “Co-Lead Plaintiffs”), on behalf of themselves and the Classes (defined in paragraph 29 below), (ii) Defendants Erhard Schoewel, Robert Singer, Sabine Chalmers, and Pierre Laubies (collectively, the “Director Defendants”), (iii) Defendants Joachim Faber, Olivier Goudet, Peter Harf, and Anna-Lena Kamenetzky (collectively, the “JAB Director Defendants”), (iv) Defendants JAB Holdings B.V., JAB Cosmetics B.V., and Cottage Holdco B.V. (collectively, the “JAB Entity Defendants,” and with the Director Defendants and JAB Director Defendants, the “Defendants”), and (v) Nominal Defendant Coty (collectively with Co-Lead Plaintiffs and Defendants, the “Parties”) have reached a proposed settlement for $35,000,000 in cash and the implementation of certain corporate governance terms described below (the “Settlement”). The full terms of the Settlement are set forth in a Stipulation and Agreement of Compromise and Settlement (the “Stipulation”) filed with the Court on March 29, 2023. The proposed Settlement, if approved, will resolve all claims against the Defendants in the Action, including claims brought derivatively on Coty’s behalf.

If you are a member of one or both of the Classes, you are a Class Member subject to the Settlement and may be eligible to receive a pro rata distribution from the Settlement proceeds.  The Classes certified by the Court consist of:

All record holders and beneficial owners of shares of Coty Inc. common stock issued and outstanding as of February 11, 2019 (the “Class Shares”), together with their heirs, assignees, transferees, and successors-in-interest, in each case in their capacity as holders of Class Shares, whose Class Shares (i) were accepted for purchase on April 30, 2019 (the “Tendering Class”); or (ii) remained outstanding after April 30, 2019 (the “Remaining Stockholder Class”). Excluded from the Classes are Defendants and their respective affiliates.

Members of the Tendering Class (“Eligible Class Members”) are eligible to receive a pro rata distribution from the Settlement proceeds, according to the Plan of Allocation described below. 

PLEASE NOTE:  The Classes are non-“opt-out” classes pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2).  Accordingly, Class Members do not have the right to exclude themselves from either Class.

If you are a member of the Remaining Stockholder Class and/or a Current Stockholder, you may be impacted by the corporate governance benefits included in the Settlement.  The Settlement, if approved by the Court, will resolve claims that were asserted in the Action derivatively on behalf of Coty, and requires the implementation of the corporate governance benefits described in the Notice.

Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement. If you are eligible to receive a distribution from the Settlement, your distribution will be paid to you directly.

Please be patient. If the Settlement is approved by the Court, it will take some time to conduct the Settlement distribution.

PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY.  The Notice explains how Current Stockholders and Class Members will be affected by the Settlement.  The following table provides a brief summary of the rights you have as a Current Stockholder and/or Class Member and the relevant deadlines, which are described in more detail in the Notice.

 

CURRENT STOCKHOLDERS’ AND/OR CLASS MEMBERS’

LEGAL RIGHTS IN THE SETTLEMENT:

ONLY ELIGIBLE CLASS MEMBERS RECEIVE A PAYMENT FROM THE SETTLEMENT.  CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM.

If you are an Eligible Class Member (defined in paragraph 30 of the Notice), you may be eligible to receive a pro rata distribution from the Settlement proceeds.  Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court.  Your distribution from the Settlement will be paid to you directly.  See paragraphs 43-46 of the Notice for further discussion.

OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN May 29, 2023.

If you are a Current Stockholder or Class Member and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Co-Lead Counsel’s request for an award of attorneys’ fees and expenses, you may write to the Court and explain the reasons for your objection. 

ATTEND A HEARING ON JUNE 13, 2023 AT 11:00 A.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN MAY 29, 2023.

Filing a written objection and notice of intention to appear that is received by May 29, 2023, allows you to speak in Court, at the discretion of the Court, about your objection.  In the Court’s discretion, the June13, 2023 hearing may be conducted by telephone or video conference (see paragraphs 51-60 of the Notice).  If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection.


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