You or someone in your family or an investment account for which you serve as a custodian may have purchased or otherwise acquired FCA and/or STLA common stock on a U.S. Exchange or in a transaction in the United States during the Class Period and may be a Settlement Class Member. This Internet Notice explains the Action, the Settlement, the Settlement Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.  Receipt of the Notice does not mean that you are a member of the Settlement Class or that you will be entitled to receive a payment. If you wish to be eligible for a payment, you are required to submit the Claim Form.  See Question 8 in the Notice.

The purpose of the Notice is to inform you of the existence of this case, that it is a class action, how you might be affected, and how to exclude yourself from the Class, if you wish to do so.  It is also being posted to inform you of the terms of the approved Settlement, and of the hearing held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the approved Plan of Allocation, and Lead Counsel’s application for an award of attorneys’ fees and reimbursement of Litigation Expenses (“Settlement Fairness Hearing”).  See ¶ 54 in the Notice for details about the Settlement Fairness Hearing, including the date and location of the hearing. 

The Court in charge of the Action is the United States District Court for the Eastern District of New York, and the case is known as In re Stellantis N.V. Securities Litigation, Case No. 1:19 cv 06770 (EK) (MMS) (previously captioned In re Fiat Chrysler Automobiles N.V. Securities Litigation).  The Action is assigned to the Honorable Eric R. Komitee, United States District Judge.  The issuance of the Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action. The Court has decided to approve the Settlement. Payments to Authorized Claimants will be made after the completion of all claims processing.  Please be patient, as this process can take some time.

FCA, or the “Company,” traded on the New York Stock Exchange (“NYSE”) under the symbol “FCAU” from the beginning of the Class Period (February 26, 2016) through January 17, 2021, when the Company formally changed its name to Stellantis N.V. following a merger with Peugeot S.A. Since January 17, 2021, the Company’s shares have traded under the symbol “STLA.”

Lead Plaintiff alleges that the Defendants made false and misleading statements to investors during the Class Period.  Specifically, Lead Plaintiff alleges that Defendants made false and misleading statements in violation of the Securities Exchange Act of 1934 (“Exchange Act”) regarding (i) the existence and scope of a bribery scheme involving the National Training Center and certain members of the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the “UAW”); and (ii) the effects the scheme had on the 2015 Collective Bargaining Agreement an FCA affiliate, FCA US LLC (“FCA US”), negotiated with the UAW.

On December 2, 2019, Jung Kyoon Kong filed a class action complaint in the United States District Court for the Eastern District of New York (the “Court”) styled Kong v. Fiat Chrysler Automobiles N.V., et al.

On January 13, 2020, Jennifer H. Tan filed another class action complaint in the Court alleging violations of the federal securities laws, styled Tan v. Fiat Chrysler Automobiles N.V., et al.

On January 31, 2020, Lead Plaintiff moved for consolidation of the actions and for the appointment of lead plaintiff for the class.  On March 10, 2020, after full briefing on the motions, the Court appointed Nicholas S. Panitza as Lead Plaintiff and approved Lead Plaintiff’s selection of Bernstein Liebhard LLP as Lead Counsel for the proposed class.

On June 1, 2020, Lead Plaintiff filed and served the First Amended Class Action Complaint for Violations of the Federal Securities Laws (the “First Amended Complaint”), alleging violations of the Exchange Act against Defendants.

On August 21, 2020, Defendants filed a joint Motion to Dismiss the First Amended Complaint.

On October 21, 2020, Lead Plaintiff filed his Opposition to Defendants’ Motion to Dismiss the First Amended Complaint.

On December 14, 2020, Defendants filed their Reply in Support of their Motion to Dismiss the First Amended Complaint.

In December 2020, after Defendants’ motion to dismiss was fully briefed, the Parties agreed to explore the possibility of a settlement.  As part of those discussions, and for settlement purposes only, Defendants provided Lead Counsel with hundreds of pages of documents and other information Lead Counsel requested regarding the criminal investigation of FCA US by the U.S. Department of Justice (“DOJ”).

On January 27, 2021, FCA US pled guilty to one count of conspiracy to violate the Labor Management Relations Act, 18 U.S.C. § 371, and 29 U.S.C. §§ 186(a)(2) and (d)(1).  The terms of the Plea Agreement included, among other things, a $30 million fine and a three-year monitorship.

On January 28, 2021, Lead Plaintiff filed the Second Amended Class Action Complaint for Violation of the Federal Securities Laws (the “Second Amended Complaint”) against Defendants.

During the weeks that followed, the Parties continued to engage in Settlement negotiations and ultimately reached agreement on a settlement releasing all claims against Defendants in return for a cash payment of five million dollars ($5,000,000) for the benefit of the Settlement Class.

On October 15, 2021, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to potential Settlement Class Members, and scheduled the Settlement Fairness Hearing to consider whether to grant final approval to the Settlement.

On February 17, 2022, The Court conducted a hearing to consider, among other things, (i) whether the terms and conditions of the Settlement are fair, reasonable and adequate to the Settlement Class, and should therefore be approved.

On February 23, 2022 the Court approved the settlement.

Lead Plaintiff and Lead Counsel believe that the claims asserted against Defendants have merit; however, they also recognize the substantial risks in continuing to litigate the Action.  For example, Defendants have raised a number of arguments and defenses, including that Defendants made no misrepresentations and that Lead Plaintiff would not be able to establish that Defendants acted with the requisite intent.  Even assuming that Lead Plaintiff could establish Defendants’ liability, the amount of damages that could be attributed to the allegedly false statements would be contested.  Additionally, Lead Plaintiff and Lead Counsel recognize the significant expense and length of continued proceedings necessary to pursue their claims against Defendants through further motion practice, trial, and appeals.  Thus, there were very significant risks attendant to the continued prosecution of the Action.

In light of these risks, the amount of the Settlement, and the immediacy of recovery to the Settlement Class, Lead Plaintiff and Lead Counsel believe that the approved Settlement is fair, reasonable, and adequate, and in the best interests of the Settlement Class.  Lead Plaintiff and Lead Counsel believe that the Settlement provides a favorable result for the Settlement Class, namely $5 million in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller, or no recovery after the pending motion to dismiss was decided or after summary judgment, trial and appeals, possibly years in the future.

Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever.  Defendants have agreed to the Settlement to eliminate the burden and expense of continued litigation, and the Settlement may not be construed as an admission of any wrongdoing by Defendants in this or any other action or proceeding.

This Action is a class action.  In a class action, one or more persons or entities (in this case, Lead Plaintiff) sue on behalf of people and entities who or which have similar claims. Together, these people and entities are a “class,” and each is a “class member.”  Bringing a case, such as this one, as a class action allows the adjudication of many similar claims of persons and entities which might be too small to bring economically as separate 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 directed, for the purposes of the approved Settlement, that everyone who fits the following description is a Settlement Class Member and subject to the Settlement unless they are an excluded person (see Question 6 in the Notice) or take steps to exclude themselves from the Settlement Class (see Question 11 in the Notice):  all persons and entities who purchased or otherwise acquired, on a U.S. Exchange or in a transaction in the United States, FCA and/or STLA common stock between February 26, 2016 and January 27, 2021, both dates inclusive.

Receipt of the Notice does not mean that you are a Settlement Class Member.  The Parties do not have access to your transactions in FCA and/or STLA common stock.  Please check your records or contact your broker to see if you are a member of the Settlement Class.  If one of your mutual funds purchased FCA and/or STLA common stock during the Class Period, that alone does not make you a Settlement Class Member.  You are a Settlement Class Member only if you individually purchased FCA and/or STLA common stock during the Class Period on a U.S. Exchange or in a transaction in the United States.

Yes.  There are some individuals and entities who or which are excluded from the Settlement Class by definition.  Excluded from the Settlement Class are: (i) Defendants; (ii) current and former officers and directors of FCA and their immediate families; (iii) legal representatives, heirs, successors or assigns of such excluded Person or entity; and (iv) any entity in which Defendants have or had a controlling interest.

If you sold all of your FCA common stock prior to the first alleged disclosure, which occurred on November 20, 2019, and made no subsequent purchases from November 20, 2019 through January 27, 2021, you are not a member of the Settlement Class because you were not damaged.

Also excluded from the Settlement Class are any persons and entities who excluded themselves by submitting a request for exclusion that was accepted by the Court.

In exchange for the Settlement and release of the Released Plaintiffs’ Claims, FCA has agreed to create a $5,000,000 cash fund, which may accrue interest, to 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”), among all Settlement Class Members who submit valid Claim Forms and are found to be eligible to receive a distribution from the Net Settlement Fund (“Authorized Claimants”).

To qualify for a payment, you must have submitted a Claim Form online on the File a Claim page of this website and uploaded your supporting documentation for all of your transactions.   The deadline to submit your Claim through the Case Website was 11:59 P.M. PST, February 13, 2022.

If you were unable to fill out a Claim Form online, you could have printed the Claim Form entitled “Proof of Claim and Release Form” (also called the “Claim Form”) available on the Important Documents page of this website, filled it out and mailed it to the Claims Administrator at the address below, postmarked no later than the deadline, February 13, 2022, which has passed:

Panitza Fiat Chrysler Securities Litigation
c/o JND Legal Administration
P.O. Box 91396
Seattle, WA 98111

Please retain all records of your ownership of and transactions in FCA and/or STLA common stock, as they may be needed to document your Claim.

Typically, most class members submit electronic claims. Submitting a claim by mail increases the time necessary to process the Claim. You could have contacted your broker or nominee directly and used their portal to download your transactions which could have been saved as a cvs or xls file.  In this case you could have contacted us at info@PanitzaFiatChryslerSecLitigation.com in order to set up a secure FTP site to have submitted your data.

The Claims Administrator will process your claim and determine whether you are an “Authorized Claimant.”

The Court held a Settlement Fairness Hearing on February 17, 2022 where the Settlement was approved.  Even if the Court approved the Settlement, there may have been appeals which can take time to resolve, perhaps more than a year.  It also takes a long time for all of the Claim Forms to be accurately reviewed and processed.  Please be patient.

If you are a member of the Settlement Class, unless you exclude yourself, you will remain in the class, and that means that, upon the “Effective Date” of the Settlement, you will release all “Released Plaintiffs’ Claims” against the Defendants’ Releasees.

    “Released Plaintiffs’ Claims” means any and all claims, rights, duties, controversies, obligations, demands, actions, debts, sums of money, suits, contracts, agreements, promises, damages, losses, judgments, liabilities, allegations, arguments and causes of action of every nature and description, whether known claims or Unknown Claims, whether arising under federal, state, local, common, statutory, administrative or foreign law, or any other law, rule or regulation, at law or in equity, whether class or individual in nature, whether fixed or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether matured or unmatured, that Lead Plaintiff or any other member of the Settlement Class (i) asserted in the Action, or (ii) could have asserted in any court or forum that arise out of or relate in any way to the allegations, transactions, facts, matters or occurrences, representations or omissions asserted in the Action and that relate to the purchase, acquisition or ownership of shares of FCA or STLA common stock on (and for ownership, shares resulting from a purchase or acquisition on) the New York Stock Exchange or any other securities exchange located in the United States (“U.S. Exchange”) or otherwise in a transaction in the United States, during the Class Period, including claims relating to FCA US’s guilty plea.  “Released Plaintiffs’ Claims” does not include (i) any claims relating to the enforcement of the Settlement, or (ii) any claims of any person or entity who or which submits a request for exclusion from the Settlement that is accepted by the Court (the “Excluded Plaintiffs’ Claims”).  For the avoidance of doubt, this release is not a general release of any and all claims, including those unrelated to the allegations, transactions, facts, matters or occurrences, representations or omissions asserted in the Action.  

    “Defendants’ Releasees” means Defendants, together with their past, present or future affiliates (including FCA US), divisions, joint ventures, assigns, assignees, direct or indirect parents or subsidiaries, controlling shareholders, successors, predecessors and entities in which a Defendant has a controlling interest, and each of their past, present, or future officers, directors, agents, employees, partners, members, attorneys, controlling shareholders, advisors, investment advisors, auditors, accountants, insurers (including reinsurers and co-insurers) and Immediate Family members, and the legal representatives, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, successors in interest or assigns of any of the foregoing.  For the avoidance of doubt, Defendants’ Releasees expressly includes Sergio Marchionne, the Estate of Sergio Marchionne, and Roland Iseli and Alessandro Baldi as Co-Executors of the Estate of Sergio Marchionne.

     “Unknown Claims” means any Released Plaintiffs’ Claims that Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of such claims, and any Released Defendants’ Claims which any Defendant does not know or suspect to exist in his or its favor at the time of the release of such claims.  With respect to any and all Released Claims, the Parties stipulate and agree that, upon the Effective Date of the Settlement, Lead Plaintiff and Defendants shall expressly waive, and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment or the Alternative Judgment, if applicable, shall have, expressly waived, the provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable, or equivalent to California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The Parties acknowledge that they may hereafter discover facts in addition to or different from those which he or it or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims, but, upon the Effective Date, Lead Plaintiff and Defendants shall expressly settle and release, and each of the other Settlement Class Members shall be deemed to have, and by operation of the Judgment or the Alternative Judgment, if applicable, shall have, settled and released, any and all Released Claims without regard to the subsequent discovery or existence of such different or additional facts.  Lead Plaintiff and Defendants acknowledge, and each of the other Settlement Class Members shall be deemed by operation of the Judgment or the Alternative Judgment, if applicable, to have acknowledged, that the foregoing waiver was separately bargained for and is a key element of the Settlement of which this release is a part.

The “Effective Date” will occur when an Order entered by the Court approving the Settlement becomes Final and is not subject to appeal or further appeal. If you remain a member of the Settlement Class, all of the Court’s order, whether favorable or unfavorable, will apply to you and legally bind you.  Upon the Effective Date, FCA will also provide a release of any claims against Lead Plaintiff and the Settlement Class arising out of or related to the institution, prosecution, or settlement of the claims in the Action.

To have excluded yourself from the Settlement Class, you must have mailed a signed letter stating that you “request to be excluded from the Settlement Class in In re Stellantis N.V. Securities Litigation, Case No.1: 19-CV-06770 (EK) (MMS).”  You could not exclude yourself by telephone or e-mail.  Each request for exclusion must also have: (i) stated the name, 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) stated the number of shares of FCA and/or STLA common stock that the person or entity requesting exclusion (A) owned as of the opening of trading on February 26, 2016; (B) purchased/acquired on a U.S. Exchange or otherwise in the United States between February 26, 2016 and January 27, 2021, as well as the dates and prices of each such purchase; (C) sold between February 26, 2016 and January 27, 2021, as well as the dates, number of shares, and prices of each such sale; and (iii) be signed by the person or entity requesting exclusion or an authorized representative.  A request for exclusion must have been mailed, so that it was received no later than January 27, 2022 to:

Panitza Fiat Chrysler Securities Litigation
c/o JND Legal Administration
P.O. Box 91396
Seattle, WA 98111

Your exclusion request must have complied with these requirements in order to be valid.

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 could not object to the Settlement because you will not be a Settlement Class Member. However, if you submitted 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 in the future. Please note, however, if you decided to exclude yourself from the Class, you may be time-barred from asserting the claims covered by the Action. In addition, Defendants will have the right to assert any and all defenses they may have to any claims that you may seek to assert. If you have a pending lawsuit against any of the Defendants, please speak to your lawyer in the case immediately.

The Court appointed the law firm of Bernstein Liebhard LLP to represent all Settlement Class Members.  These lawyers are called “Lead Counsel.”  You will not be separately charged for these lawyers.  The Court determined the amount of Lead Counsel’s fees and expenses, which will be paid from the Settlement Fund.  If you wanted to be represented by your own lawyer, you could have hired one at your own expense.

Lead Counsel has not received any payment for its services in pursuing claims against the Defendants on behalf of the Settlement Class, nor has Lead Counsel been reimbursed for its out of pocket expenses.  Before final approval of the Settlement, Lead Counsel applied to the Court for an award of attorneys’ fees in an amount not to exceed 33 1/3% of the Settlement Fund, which will include any accrued interest.  Lead Counsel also applied for reimbursement of Litigation Expenses in an amount not to exceed $100,000, which amount will include an application for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiff directly related to the representation of the Settlement Class in accordance with 15 U.S.C. § 78u-4(a)(4).  The Court determined the amount of any award of attorneys’ fees and reimbursement of Litigation Expenses.  Such sums as were approved by the Court will be paid from the Settlement Fund.  Settlement Class Members are not personally liable for any such fees or expenses.

If you are a Settlement Class Member, you could have objected to the Settlement or any of its terms, the approved Plan of Allocation, and/or the Fee and Expense Application.  You could have asked the Court not to approve the Settlement, but you could not have asked the Court to order a different Settlement; the Court could only have approved or denied this Settlement. If the Court had denied approval of the Settlement, no payments would have been made to Settlement Class Members, the Parties would return to the position they were in before the Settlement was agreed to, and the Action would have continued.

To have objected, you must have sent a signed letter stating that you object to the approved Settlement, the approved Plan of Allocation, and/or the Fee and Expense Application in In re Stellantis N.V. Securities Litigation, Case No. 1:19-CV-06770 (EK) (MMS).  Your objection must have stated why you are objecting and whether your objection applied only to you, a subset of the Settlement Class, or the entire Settlement Class.  The objection must also have: (i) stated the name, address, and telephone number of the person or entity objecting and be signed by the objector; (ii) stated whether the objector is represented by counsel and, if so, the name address, and the telephone number of the objector’s counsel; (iii) contained a statement of the objection and the specific reasons for it, including any legal and evidentiary support (including witnesses) the Settlement Class Member wishes to bring to the Court’s attention; and (iv) include documentation identifying the number of shares of FCA and/or STLA common stock the person or entity (a) owned as of the opening of trading on February 26, 2016; and (b) purchased and/or sold on a U.S. Exchange or otherwise in the United States during the Class Period, as well as the dates, number of shares, and prices of each such purchase/acquisition and sale.  Unless otherwise ordered by the Court, any Settlement Class Member who did not object in the manner described in the Notice will be deemed to have waived any objection and will be forever foreclosed from making any objection to the approved Settlement, the Plan of Allocation, and/or Lead Counsel’s Fee and Expenses Application.  Your objection must have been filed with the Court at the address below, either by mail or in person, no later than January 27, 2022 and have been mailed or delivered to each of the following counsel so that it was received no later than January 27, 2022:

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

The Court held the Settlement Fairness Hearing on February 17, 2022, at 9:30 a.m., in Courtroom 6G N, United States District Court for the Eastern District of New York, 225 Cadman Plaza E., Brooklyn, New York 11201.  At this hearing, the Court considered whether: (i) the Settlement was fair, reasonable, and adequate, and approved; (ii) the Plan of Allocation was fair and reasonable and approved; and (iii) Lead Counsel’s Fee and Expense Application is reasonable and approved.  The Court took into consideration any written objections filed in accordance with the instructions in Question 14 in the Notice.

No. Lead Counsel answered any questions the Court may have.  However, you were welcome to attend at your own expense.  If you submitted a valid and timely objection, the Court considered it, and you did not have to come to Court to discuss it.  You may have had your own lawyer attend (at your own expense), but it was not required.  If you did hire a lawyer, he or she must have filed and served a Notice of Appearance in the manner described in Question 18 in the Notice no later than January 27, 2022, which has passed.

You could have asked the Court for permission to speak at the Settlement Hearing. To do so, you must have included with your objection (see Question 14 in the Notice), no later than January 27, 2022, a statement that you, or your attorney, intended to appear in In re Stellantis N.V. Securities Litigation, Case No. 1:19 CV-06770 (EK) (MMS).  Persons who intended to present evidence at the Settlement Hearing must also have included in their objections the identities of any witnesses they may wish to have called to testify and any exhibits they intended to introduce into evidence at the hearing.  You may not have spoken at the Settlement Hearing if you excluded yourself or if you did not provide written notice in accordance with the procedures described in this Question and Question 14 in the Notice.

If you did nothing and you are a member of the Settlement Class, you will receive no money from this Settlement and you will be precluded from starting a lawsuit, continuing a lawsuit, or being part of any other lawsuit against Defendants and the other Defendants’ Releasees concerning the Released Claims.  To share in the Net Settlement Fund, you must have submitted a Claim Form (see Question 8 in the Notice).  To start, continue, or be part of any other lawsuit against Defendant or any of Defendants’ Releasees concerning the Released Claims in this case, to the extent it is otherwise permissible to do so, you must have excluded yourself from the Settlement Class (see Question 11 in the Notice).

The Notice summarizes the approved Settlement.  More details are in the Stipulation.  Lead Counsel’s motions in support of final approval of the Settlement, the request for attorneys’ fees and litigation expenses, and approved Plan of Allocation will be filed with the Court no later than January 13, 2022, and will be available from Lead Counsel, the Claims Administrator, or the Court, pursuant to the instructions below.

You may review the Stipulation or documents filed in the case at the Office of the Clerk, United States District Court for the Eastern District of New York, 225 Cadman Plaza East, Brooklyn, NY 11201 during weekdays (other than court holidays) from 10:00 a.m. through 12:00 p.m. and from 1:00 p.m. to 3:00 p.m. Subscribers to PACER can also view the papers filed publicly in the Action through the Court’s on-line Case Management/Electronic Case Files Systems at https://pacer.uscourts.gov/.

You can also get a copy of the Stipulation and other case documents by visiting the Important Documents page of this website dedicated to the Settlement, or the website of Lead Counsel, www.bernlieb.com.