Frequently Asked Questions
- Why did I get a Notice?
- What is the Litigation about?
- Why is this a class action?
- Why is there a settlement?
- How do I know if I am part of the settlement?
- Are there exceptions to being included?
- What if I am still not sure if I am included?
- What does the settlement provide?
- How much will my payment be?
- How can I receive a payment?
- When would I receive my payment?
- What am I giving up to receive a payment or to stay in the Class?
- How do I get out of the proposed settlement?
- If I do not exclude myself, can I sue the Released Defendants for the same thing later?
- If I exclude myself, can I get money from the proposed settlement?
- Do I have a lawyer in this case?
- How will the lawyers be paid?
- Can I hire my own lawyer?
- How do I tell the Court that I object to the proposed settlement?
- What is the difference between objecting and excluding myself?
- When and where will the Court decide whether to approve the proposed settlement?
- Do I have to attend the hearing?
- May I speak at the hearing?
- What happens if I do nothing at all?
- What happens if the proposed settlement is approved?
- How do I get more information about the proposed settlement?
Why did I get a Notice?
You received a Notice because the parties are seeking approval of a proposed settlement on behalf of Class Members, and you have been identified as a potential Class Member either from the transfer agent’s record of ownership of Granite common stock or by your broker or custodian if you purchased or acquired Granite stock in “street name.”
The Court directed that the Notice be sent to Class Members because they have a right to know about the proposed settlement of the Litigation, and about all of their options, before the Court decides whether to approve the settlement.
The Notice explains the Litigation, the settlement, Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.
To view a copy of the Notice, click here.Back To Top
What is the Litigation about?
This Litigation is a securities class action first filed on August 13, 2019 on behalf of purchasers and acquirers of Granite common stock from February 17, 2017 through October 24, 2019.
The Class Representative filed the Amended Class Action Complaint for Violations of the Federal Securities Laws (“Amended Complaint”) on February 20, 2020. The Amended Complaint alleges that Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The Class Representative alleges that Defendants made materially false and misleading statements concerning the company’s financial statements. Among other things, the Class Representative alleges that, while publicly reporting strong financial performance, Defendants improperly reported revenue from several of Granite’s largest construction projects in violation of Generally Accepted Accounting Principles. According to the Class Representative, Defendants’ alleged misstatements caused the price of Granite common stock to be inflated during the Class Period (from February 17, 2017 through October 24, 2019) and to decline when the alleged truth emerged though corrective disclosures on July 29, 2019, August 2, 2019 and October 25, 2019, resulting in financial losses to those who purchased the stock at the inflated price. The Class Representative also alleges that the individual Defendants Roberts, Desai and Krzeminski are controlling persons liable for Granite’s misstatements under Section 20(a) of the Exchange Act. Defendants denied all claims alleged in the Amended Complaint and asserted specific defenses thereto.
On October 6, 2021, the Court entered an order preliminarily approving the proposed settlement, approving the Notice, setting deadlines, and scheduling the Settlement Hearing to consider whether to grant final approval of the settlement.
The Settlement Hearing was held on February 24, 2022. On March 17, 2022, the Court entered an order granting final approval of the Settlement and the Plan of Allocation.
This website nor the Notice is NOT an expression of the Court’s opinion on the merits of any of the claims in the Litigation or whether Defendants engaged in any wrongdoing.
To learn more about what has happened in the Litigation to date, including a detailed history, please see the Stipulation and other relevant pleadings which are available on the Important Documents page. Instructions on how to get more information are also included in FAQ 26.Back To Top
Why is this a class action?
In a class action, one or more persons or entities sue on behalf of people and entities who have similar claims. Together, these people and entities are referred to as a Class, and each is a Class Member. One court resolves the issues for all Class Members at the same time, except for those Class Members who exclude themselves from the Class (the process for which is described more fully in FAQ 13).Back To Top
Why is there a settlement?
The Class Representative made claims against Defendants on behalf of Class Members. Defendants deny that they have done anything wrong or violated any statute and admit no liability. No court has decided in favor of the Defendants or the Class. Instead, all parties agreed to the settlement to avoid the costs and risks of further litigation, including trial and post-trial appeals, and the Class Representative agreed to the settlement to ensure that Class Members will receive compensation. The Class Representative and Class Counsel all believe the settlement is in the best interest of all Class Members in light of the real possibility that continued litigation could result in no recovery at all.Back To Top
How do I know if I am part of the settlement?
The Court directed that everyone who fits this description is a Class Member: All persons and entities who purchased or otherwise acquired Granite Construction Incorporated common stock during the period of February 17, 2017 through October 24, 2019, inclusive and were damaged thereby, except those Persons and entities that are excluded, as described below.
PLEASE NOTE: RECEIPT OF THE NOTICE DOES NOT MEAN YOU ARE A CLASS MEMBER OR ENTITLED TO RECEIVE A PAYMENT FROM THE SETTLEMENT. IF YOU ARE A CLASS MEMBER AND YOU WISH TO BE ELIGIBLE TO GET A PAYMENT FROM THE SETTLEMENT, YOU MUST SUBMIT THE CLAIM FORM SO THAT IT IS POSTMARKED OR SUBMITTED ONLINE BY JANUARY 24, 2022.Back To Top
Are there exceptions to being included?
Excluded from the Class are persons who timely and validly request exclusion from the Class. Also excluded from the Class are (i) defendants and any affiliates or subsidiaries thereof, (ii) present and former officers and directors of Granite and its subsidiaries or affiliates, and their immediate family members (as defined in Item 404 of SEC Regulation S-K, 17 C.F.R. § 229.404, Instructions (1)(a)(iii) and (1)(b)(ii)); (iii) defendants’ liability insurance carriers, and any affiliates or subsidiaries thereof; (iv) any entity in which any defendant has or has had a controlling interest; (v) Granite’s employee retirement and benefits plan(s); and (vi) the legal representatives, heirs, estates, agents, successors, or assigns of any person or entity described in the preceding five categories.Back To Top
What if I am still not sure if I am included?
If you are still not sure whether you are included in the settlement, you can ask for free help. You can contact the Claims Administrator toll-free at 1-800-280-6458, or you can fill out and return the Proof of Claim, to see if you qualify.Back To Top
What does the settlement provide?
A settlement has been reached in the Litigation between the Class Representative and Defendants, the terms and conditions of which are set forth in the Stipulation and the Exhibits thereto. The following description of the proposed settlement is only a summary, and reference is made to the text of the Stipulation, on file with the Court or accessible here, for a full statement of its provisions.
The Settlement Fund consists of One Hundred Twenty-Nine Million Dollars ($129,000,000.00) in cash, plus any interest earned thereon.
The Settlement Fund will be used to pay expenses for the Litigation, to pay for the Notice and the processing of claims submitted by Class Members, to pay Taxes and Tax Expenses, and to pay attorneys’ fees.
The balance of the Settlement Fund (the “Net Settlement Fund”) will be distributed, in accordance with the Plan of Allocation described below, to Class Members who submit valid and timely Proofs of Claim.
The effectiveness of the settlement is subject to a number of conditions and reference to the Stipulation is made for further particulars regarding these conditions.Back To Top
How much will my payment be?
Your share of the fund will depend on several things, including how many Class Members submit a timely and valid Proof of Claim, the total dollar amount of the claims represented by the valid Proofs of Claim that Class Members send in, the number of shares of Granite common stock you purchased or acquired, how much you paid for the shares, when you purchased or acquired them, and if you sold your shares and for how much.
By following the instructions in the Plan of Allocation, you can calculate your claim. It is unlikely that you will get a payment for the full amount of your claim. After all Class Members have sent in their Proofs of Claim, the payment you get will be a part of the Net Settlement Fund equal to your claim divided by the total of all valid claimants’ claims. (See the Plan of Allocation, which is located inside the Long Form Notice, for more information on your claim.)Back To Top
How can I receive a payment?
You may submit a Proof of Claim as described below. If you choose this option, you will share in the proceeds of the proposed settlement if your claim is timely, valid, and entitled to a distribution under the Plan of Allocation described below and if the proposed settlement is finally approved by the Court; and you will be bound by the Judgment and release to be entered by the Court as described below.
TO PARTICIPATE IN THE DISTRIBUTION OF THE NET SETTLEMENT FUND, YOU MUST TIMELY SUBMIT A PROOF OF CLAIM. A Proof of Claim is enclosed with the Notice, or it may be downloaded here . Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail or submit it to the Claims Administrator so that it is postmarked or electronically submitted no later than January 24, 2022. The completed Proof of Claim may be submitted online here. Unless the Court orders otherwise, if you do not timely submit a valid Proof of Claim, you will be barred from receiving any payments from the Net Settlement Fund, but will in all other respects be bound by the provisions of the Stipulation and the Judgment.Back To Top
When would I receive my payment?
The Court held a Settlement Hearing on February 24, 2022, at 8:00 a.m., to decide whether to approve the settlement. Although the Court approved the settlement after that hearing, there might be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient.Back To Top
What am I giving up to receive a payment or to stay in the Class?
If you do not make a valid and timely request in writing to be excluded from the Class, you will be bound by any and all determinations or judgments in the Litigation in connection with the settlement entered into or approved by the Court, whether favorable or unfavorable to the Class, and you shall be deemed to have, and by operation of the Judgment shall have, fully released all of the Released Claims against the Released Defendants, whether or not you submit a valid Proof of Claim.Back To Top
How do I get out of the proposed settlement?
The deadline to submit a request for exclusion was December 3, 2021.Back To Top
If I do not exclude myself, can I sue the Released Defendants for the same thing later?
No. Unless you excluded yourself, you gave up any rights to sue the Released Defendants for any and all Released Claims. If you have a pending lawsuit against the Released Defendants, speak to your lawyer in that case immediately. You must have excluded yourself from the Class if you want to continue your own lawsuit. Remember, the exclusion deadline was December 3, 2021.Back To Top
If I exclude myself, can I get money from the proposed settlement?
No. If you excluded yourself, you may not send in a Proof of Claim to ask for any money.Back To Top
Do I have a lawyer in this case?
The Court appointed the law firm of Bleichmar Fonti & Auld LLP to represent the class in this Litigation, including you (assuming you are a Class Member). These lawyers are called Class Counsel.
You will not be charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses. If you want to be represented by your own lawyer, you may hire one at your own expense.Back To Top
How will the lawyers be paid?
At the Settlement Hearing, Class Counsel requested that the Court award aggregate attorneys’ fees according to the terms of the retainer agreement between the Class Representative and Class Counsel. These attorney’s fees have been determined by the court to amount to $20,921,494.16. Class members are not personally liable for any such fees or any other expenses (estimated not to exceed $550,000 for Notice and Administration Expenses; the Court approved $883,073.13 in litigation expenses). The net recovery for Class Members (also referred to as the Net Settlement Fund) is estimated to be at least $104,280,000 ($129,000,000 minus all of the foregoing fees and expenses).
Class Counsel states that it has litigated this case on behalf of the Class Representative and the Class for over eighteen months against the Defendants, who are currently represented by four different law firms. On behalf of the Class, Class Counsel conducted an extensive investigation and drafted a substantially enhanced amended complaint that included new theories of liability alleging technical violations of Generally Accepted Accounting Principles; defeated Defendants’ motion to dismiss the complaint; obtained class certification; resolved numerous discovery disputes; and litigated one such discovery dispute before the Court. Class Counsel also propounded dozens of document requests and subpoenas and obtained and analyzed nearly 2 million pages of documents from the Defendants as well as third parties, including Granite’s auditors and certain construction joint ventures.
Additionally, Class Counsel deposed three current or former Granite employees, including one 30(b)(6) deposition on seven noticed topics, and, at the time this settlement was reached, had scheduled, assigned teams to prepare, and was preparing to take 12 additional fact witness depositions and a further 30(b)(6) deposition. Class Counsel also served written interrogatories on Defendant Granite. Based on extensive investigation, Class Counsel moved for partial summary judgment for particular elements of certain claims based on information obtained during the course of discovery. Pursuant to the Class Representative’s retainer agreement with Class Counsel, which the Court reviewed prior to appointing Class Counsel, Class Counsel will not receive any compensation for any of its time, and no reimbursement for any of its expenses, absent a recovery for the Class Representative and the Class.
The fees requested by Class Counsel will compensate counsel for its efforts in achieving the settlement for the benefit of the Class, and for the risks it undertook in representing the Class on a wholly contingent basis. Class Counsel believes that its total attorneys’ fee request is well within the range of fees awarded to plaintiff’s counsel under similar circumstances in other litigation of this type. The Court has awarded attorney’s fees to amount to a total of $20,921,494.16. The percentage fee award that Class Counsel requested is consistent with the fee caps that were approved by the Class Representative and shared with the Court at the outset of the Litigation.Back To Top
Can I hire my own lawyer?
The deadline to file an appearance was January 5, 2022. If you are a Class Member, you were able to enter an appearance through counsel of your own choosing and at your own expense, provided that such counsel filed an appearance on your behalf on or before January 5, 2022, and served copies of such appearance on the attorneys listed below. If you did not enter an appearance through counsel of your own choosing, you were represented by Class Counsel as listed below.
Class Counsel Counsel for Defendant Granite Counsel for Defendant Roberts Bleichmar Fonti & Auld LLP
Peter E. Borkon
555 12th Street
Oakland, CA 94607
Munger, Tolles & Olson LLP
500 Mission Street
San Francisco, CA 94105
O’Melveny & Myers LLP
Amy S. Park
2765 Sand Hill Road
Menlo Park, CA 94025
Counsel for Defendant Desai Counsel for Defendant Krzeminski Wilmer Cutler Pickering Hale and Dorr LLP
One Front Street
San Francisco, California 94111
Hartley M.K. West
One Bush Street
San Francisco, California 94104
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How do I tell the Court that I object to the proposed settlement?
The deadline to file an objection with the court was January 5, 2022.Back To Top
What is the difference between objecting and excluding myself?
Objecting is telling the Court that you do not like something about the proposed settlement, the Plan of Allocation, or the attorneys’ fee and expense application. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. Do not submit both an objection and a request for exclusion. If you submit both, your objection will be disregarded.Back To Top
When and where will the Court decide whether to approve the proposed settlement?
The Settlement Hearing was held on February 24, 2022, at 8:00 a.m., before the Honorable William Alsup, United States District Judge, at the United States District Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, California 94102. The purpose of the Settlement Hearing was to determine: (1) whether the proposed settlement, as set forth in the Stipulation, consisting of One Hundred Twenty-Nine Million Dollars ($129,000,000.00) in cash, should be approved as fair, reasonable, and adequate to the Class Members; (2) whether the proposed plan to distribute the Net Settlement Fund (the “Plan of Allocation”) is fair, reasonable, and adequate; (3) whether the applications by Class Counsel for attorneys’ fees and expenses should be approved; and (4) whether the proposed Judgment should be entered.
On March 17, 2022, the Court entered an order granting final approval of the Settlement, the Plan of Allocation, and attorneys’ fees and expenses.Back To Top
Do I have to attend the hearing?
The Fairness hearing was held on February 24, 2022. You did not have to come to the hearing. Class Counsel answered any questions the Court may have had on behalf of Class members.Back To Top
May I speak at the hearing?
The Fairness hearing was held on February 24, 2022.Back To Top
What happens if I do nothing at all?
You may do nothing at all. If you choose this option, you will not share in the proceeds of the settlement, but you will be bound by any judgment entered by the Court, and you shall be deemed to have, and by operation of the Judgment shall have, fully released all of the Released Claims against the Released Defendants.Back To Top
What happens if the proposed settlement is approved?
As a Class Member, in consideration for the benefits of the settlement, you will be bound by the terms of the settlement and you will release the Released Defendants from the Released Claims as defined below.
“Released Claims” means any and all claims, rights, causes of action, liabilities, actions, suits, damages, or demands (including unknown claims) of any kind whatsoever, that the Class Representative or any Class Member has that relate in any way to the purchase, acquisition, holding, sale, or disposition of Granite common stock by Class Members during the period between February 17, 2017 and October 24, 2019, inclusive, and either: (a) arise out of or are based upon or related to the facts alleged or the claims or allegations set forth in the Action; or (b) relate in any way to any alleged violation of the Securities Act of 1933, the Securities Exchange Act of 1934, or any other state, federal or foreign jurisdiction’s securities or other laws, any alleged misstatement, omission or disclosure (including in financial statements) or other alleged securities-related wrongdoing or misconduct by the Released Defendants. Without limiting the foregoing, “Released Claims” includes all claims against the Released Defendants alleged in Nasseri v. Granite Construction, Inc., et al., Superior Court of the State of California, Santa Cruz County Case No. 19CV03208. “Released Claims” does not include shareholder derivative claims against the Released Defendants alleged in English v. Roberts, et al., No. 5:20-cv03116-WHA (N.D. Cal.). Notwithstanding the foregoing, “Released Claims” does not include claims relating to the enforcement of the Settlement.
“Released Defendants” means each and all of the Defendants and each of their Related Parties. “Related Parties” means, as applicable, each of a person or entity’s respective present and former parents, subsidiaries, divisions, joint ventures, affiliates, and each of their respective present and former employees, members, partners, principals, agents, officers, directors, controlling shareholders, attorneys, advisors, accountants, auditors, financial or investment advisors or consultants, banks or investment bankers, personal or legal representatives, insurers, coinsurers, reinsurers, related or affiliated entities, predecessors, successors, spouses, estates, heirs, executors, trusts, trustees, administrators, agents, representatives, and assigns, in their capacity as such, and any entity in which a person or entity has a controlling interest.
The proposed settlement was approved, and the Court has entered a Judgment (the “Judgment”). In addition, upon the Effective Date of the Judgment, the Class Representative and all Class Members and anyone claiming through or on behalf of any of them shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged all Released Claims against the Released Defendants, whether or not such Class Member executes and delivers the Proof of Claim and Release, whether or not such Class Member shares in the Settlement Fund, and whether or not such Class member objects to the settlement, and will be forever barred and enjoined from commencing, instituting, prosecuting, or continuing to prosecute any action or other proceeding in any court of law or equity, arbitration tribunal or administrative forum, asserting any and all Released Claims against any of the Released Defendants, except to enforce the Stipulation.Back To Top
How do I get more information about the proposed settlement?
The website and Notice contain only a summary of the terms of the proposed settlement and does not describe all of the details of the Stipulation. For the precise terms and conditions of the settlement, please see the Stipulation; by contacting Class Counsel at 1-888-879-9418; by accessing the Court docket in the Litigation through the Federal Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov, or by visiting the office of the Clerk at the United States District Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, California 94102, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays.
If you have any questions about the settlement, you may contact Class Counsel by writing to their address in FAQ 18.
DO NOT TELEPHONE THE COURT REGARDING THE NOTICE.Back To Top