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Bayer AG shareholders are urging a California federal judge to greenlight a $38 million settlement that would close the book on claims the German pharmaceutical and chemical giant misled investors over Roundup’s litigation risks. Filed Friday, the investors said the deal—carrying more than $10 million in attorney fees—is both equitable and overdue.

The case, which has dragged on for five years, stems from accusations that Bayer downplayed looming liabilities tied to Roundup, Monsanto’s flagship weedkiller, before acquiring the agribusiness in 2018. Investors alleged the company’s assurances camouflaged a legal minefield that would later erupt into massive jury verdicts.

Hearing Set for October

U.S. District Judge Richard Seeborg, who preliminarily approved the settlement in June, called the agreement “fair, reasonable, and adequate.” A final hearing is scheduled for Oct. 30, where he will decide whether to make it official.

The parties first notified the court of their settlement in February, marking a rare turning point in a battle that had forced Bayer to repeatedly defend its Monsanto takeover in U.S. courts.

Attorney Fees and Hours Logged

Plaintiffs’ counsel is asking for 27% of the settlement fund—roughly $10.3 million—arguing that the request reflects a justifiable adjustment from the Ninth Circuit’s 25% benchmark. They emphasized nearly 15,000 hours of professional time spent litigating the case.

They also requested $3.3 million in expenses, calling the figure “reasonable both in scope and magnitude” given the years of work poured into the action.

Roundup Verdicts Amplify Claims

Central to the complaint were investor claims that Bayer executives misrepresented due diligence in the Monsanto acquisition. Shortly after the $63 billion merger, Monsanto was slammed with back-to-back courtroom losses: a $289 million Roundup verdict in 2018—later reduced to $78 million—and an $80 million judgment in 2019.

Shareholders said Bayer failed to disclose these brewing legal storms, thereby understating liabilities and inflating profits in financial reports.

Judge Certifies the Class

In mid-2023, Judge Seeborg granted class certification to investors, rejecting Bayer’s argument that the case was barred by extraterritoriality principles. The certified class includes anyone who purchased Bayer’s American depositary receipts between May 23, 2016, and July 6, 2020.

No Admission of Wrongdoing

A Bayer spokesperson said Friday the company denies wrongdoing but is “pleased” to put the litigation behind it.

Counsel for the investors declined to comment.

Representing the investors are Carol V. Gilden, Steven J. Toll, Christopher Lometti, and Benjamin F. Jackson of Cohen Milstein Sellers & Toll PLLC, along with Nicole Lavallee and Alexander S. Vahdat of Berman Tabacco.

Bayer and its executives are defended by Jordan Eth and David J. Wiener of Morrison Foerster LLP and William Savitt, Noah B. Yavitz, and Emily R. Barreca of Wachtell Lipton Rosen & Katz.