in re bankatlantic bancorp, inc. securities...

Case 0:07-cv-61542-UU Document 746 Entered on FLSD Docket 09/29/2011 of 18

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA CASE NO. 07-61542-CIV-UNGARO

IN RE BANKATLANTIC BANCORP, INC. SECURITIES LITIGATION _______________________________________/

ORDER ON FEE PETITION

THIS CAUSE is before the Court upon Defendants’ Brief and Verified Fee

Petition in Response to Order on Motion for Sanctions. (D.E. 737.) Class Counsel

filed their Opposition to Defendants’ Fee and Costs Petition and their Response

Concerning Individual Sanctions. (D.E. 739 & 740.) The Petition is fully briefed

and is ripe for disposition.

THE COURT has considered the Fee Petition and the pertinent portions of

the record and is otherwise fully advised in the premises.

I

On August 2, 2011, the Court granted in part Defendant’s Motion for

Sanctions. The Court found that Class Counsel’s inclusion in the Consolidated

Amended Complaint and the First Amended Consolidated Complaint of assertions

attributed to one confidential witness, Donna Loverin, violated Rule 11(b)(3); these

assertions lacked adequate evidentiary support, and a reasonable inquiry by

counsel would have revealed as much. (D.E. 734.)

The Court ordered that Class Counsel pay Defendants the reasonable

attorneys’ fees and other expenses incurred in deposing Loverin and one-tenth of

the reasonable attorneys’ fees and costs incurred in the preparing and filing of the


Motion for Sanctions. (Id.) The Court ordered Defendants to submit a verified fee

petition detailing the fees and expenses claimed, as required by Local Rule

7.3(a)(3)–(7). The Court also ordered the parties to submit brief memoranda

detailing which individual attorneys among Class Counsel should be held jointly

and severally liable for this sanction.

In their Fee Petition, Defendants seek a total of $60,647.62 in fees and costs,

and argue that five attorneys among Class Counsel should be held jointly and

severally liable for the sanctions award. In Response, Class Counsel argue that

various of the claimed expenses and fees should not be awarded because they are

beyond the scope of the Court’s order or because they are not properly documented

and that no individual attorneys should be held responsible for the sanctions award.

The Court first addresses the amount to which Defendants are entitled pursuant to

the Order on Motion for Sanctions and then addresses which, if any, individual

attorneys among Class Counsel shall be held liable for the sanctions award.

II

A. Fees and Expenses Incurred in Deposing Loverin

1. Attorney Fees

Defendants seek $34,794.00 in attorney fees incurred in connection with their

deposition of a single witness, Donna Loverin. 1 In support of their Fee Petition,

1 Loverin was one of six confidential witnesses whose statements and factual

allegations Plaintiffs incorporated into the Consolidated Amended Complaint and

one of the five confidential witnesses whose allegations Plaintiffs incorporated in

the First Amended Consolidated Complaint. For a thorough treatment of the role

these witnesses played in the litigation of this cause, see the undersigned’s Order


Defendants present a table setting forth the hours expended by each attorney who

worked on the matter, a description of the work performed, the number of hours on

the date performed, and each attorney’s billing rate. (D.E. 737, pp. 4–7.)

Defendants note in their Fee Petition that Loverin was the first of the

confidential witnesses deposed and “thus the work leading up to her deposition was

both substantively complex and time consuming.” (D.E. 737, p. 3.) The attorney

fees Defendants request in connection with Loverin’s deposition include fees for

time spent reviewing the pleadings, documents related to Loverin, and relevant

public filings. Defendants request fees for time spent traveling to New Jersey to

meet with Loverin’s counsel the week before her deposition and for the travel and

time associated with the deposition itself. Defendants also request fees for time

spent researching “a number of legal issues that arose in connection with the

deposition of Donna Loverin, particularly with respect to Class Counsel’s initial

assertion of work-product over the transcripts of the secretly recorded phone

conversations, that had to be analyzed in advance of the deposition.” (D.E. 737, pp.

3–4.)

In response to the Fee Petition, Class Counsel argue that the number of

hours defense counsel spent preparing for Loverin’s deposition is “unreasonable on

its face.” (D.E. 739, p. 1.) Class Counsel contend that the time records may reflect

time spent preparing for the depositions of witnesses other than Loverin and object

to the award of fees for time defense counsel spent researching “issues relating to

on Motion for Sanctions. (D.E. 734.)

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discovery regarding confidential witnesses” and “research regarding

indemnification” as outside the scope of the Court’s award. (D.E. 739, p. 2.) Class

Counsel argue that hours billed by defense counsel Richard Jackson should not be

included in the award because Jackson did not attend Loverin’s deposition and

because Jackson’s time entries do not specifically reference Loverin. ( Id. , pp. 1–2.)

And Class Counsel object to the award of fees for time defense counsel spent

traveling to New Jersey to confer with Loverin’s counsel a week in advance of her

deposition. (Id. )

The starting point in any determination of the value of an attorney’s services

is to multiply hours reasonably expended by a reasonable hourly rate. Norman v.

Housing Auth. of Montgomery , 836 F.2d 1292, 1299 (11th Cir. 1988). A reasonable

hourly rate is the prevailing market rate in the relevant legal community for

similar services by lawyers of reasonably comparable skills, experience, and

reputation. Id. Here, while Class Counsel object generally to the amount of

Defendants’ requested award, they have not specifically challenged the hourly fee

rate sought by Defendants. Based upon a review of the record of this case and

similar cases; the undersigned’s familiarity with the prevailing market rate in the

relevant legal community for similar services by lawyers of reasonably comparable

skills, experience, and reputation, and Class Counsel’s lack of objection thereto, the

undersigned concludes that the hourly rates sought for the work of defense counsel

are reasonable.

With respect to the total award sought, the fee applicant bears the initial

4


burden of submitting evidence sufficient to allow the court to confirm that the

requested fees are not excessive. ACLU v. Barnes , 168 F.3d 423, 428 (11th Cir.

1999). When a district court finds the number of hours claimed is unreasonably

high, the court has two choices; it may conduct an hour-by-hour analysis or it may

reduce the requested hours with an across-the-board cut. Bivins v. Wrap It Up, Inc. ,

548 F.3d 1348, 1350 (11th Cir. 2008). When a fee applicant engages in block

billing, or submits a single billing entry for compensable and non-compensable

work, a fee reduction is warranted. Barnes, 168 F.3d at 427; Williams v. R.W.

Cannon, Inc. , 657 F. Supp. 2d 1302, 1310 n.4 (S.D. Fla. 2009).

First, the Court finds that, though some discussion with Loverin’s counsel in

advance of her deposition may have been necessary, Defendants have not

established that it was necessary for defense counsel to travel to New Jersey to

meet with Loverin’s counsel the week prior to her deposition. Defendants have not

provided the Court with any reason that a meeting in person was required.

Accordingly, the Court declines to award fees for counsel Adam Schachter’s travel

time from Miami to New Jersey and from New Jersey to Miami on February 2, 2010

and February 3, 2010, respectively. Thus, fees for four hours of Schachter’s time on

each of these dates, totaling $2,400, will not be awarded.

The other specific objection Class Counsel raise concerns the time defense

counsel Richard Jackson spent preparing for Loverin’s deposition. Class Counsel

seem to object to any award of fees for Jackson’s time, on the basis that he did not

personally participate in Loverin’s deposition. The Court is not persuaded that

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none of these fees should be awarded simply because Jackson did not attend

Loverin’s deposition. As addressed below, however, the Court finds that some

reduction of the claimed fee award is warranted.

Class Counsel generally object that the number of hours Defendants spent

preparing for Loverin’s deposition is unreasonable. The Court concurs and finds

that the number of hours for which Defendants seek fees is unreasonable and

warrants an across-the-board reduction. After subtracting the eight non-

compensable travel hours, as provided above, Defendants seek compensation for a

total of 114.4 hours, at a total cost of $32,394. These hours were spent performing

“research regarding work product,” “prepar[ing] for depositions of confidential

witnesses,” reviewing documents concerning Loverin, traveling to the deposition,

and taking the deposition. ( See D.E. 737, pp. 4–7.) The deposition itself lasted

approximately 4 hours. (See D.E. 737-1, pp. 5, 6.)

The Court finds that the hours defense counsel Schachter and Andrea

Nathan spent traveling to and from Loverin’s deposition in New Jersey and the

hours spent actually deposing Loverin are fully compensable. Thus, for each of

those attorneys, fees for eight hours for round-trip travel and four hours for

Loverin’s deposition will be awarded. This amounts to $6,120.

After accounting for those hours, Defendants seek an award of attorneys’ fees

in the amount of $26,274 for 90.4 hours spent by various attorneys preparing for

Loverin’s deposition. The Court finds this number of hours to be unreasonably

high. As noted above, Loverin’s deposition lasted a mere four hours. The facts

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surrounding Loverin’s deposition, including the recording of her interviews by Class

Counsel’s investigator, may have made her deposition a slightly more complicated

affair than those of the other confidential witnesses. Nonetheless, Loverin was a

lay fact witness. Her deposition consisted of simple fact questions regarding her

communications with Class Counsel’s investigator and questions regarding her

former position at BankAtlantic. (See D.E. 257.) Defendants have failed to

establish that more than ninety hours of preparation by several seasoned attorneys

were necessary or reasonable in advance of the relatively brief and straightforward

exercise that was Loverin’s deposition.

Moreover, defense counsel’s descriptions of the work performed reflect time

spent preparing “for confidential witness depositions,” and researching “issues

relating to discovery regarding confidential witnesses.” (D.E. 737, pp. 4–7.)

Defendants represent that, when time entries “included work unrelated to the

deposition of Donna Loverin, [they] made reasonable adjustments in determining

the amount sought here and have removed unrelated narrative.” (D.E. 737, p. 4

n.6.) Defendants do not provide the original records, though, or describe the

manner in which they made such adjustments.

From Defendants’ submission, the Court has no way to discern how the time

records were adjusted and whether they were, indeed, adjusted reasonably to

include only the time spent preparing for Loverin’s deposition. And due to the

unusually high number of hours expended in preparation for a single four hour

deposition of a lay witness, the Court has reason to believe that these time entries

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may reflect hours spent researching issues relevant to and preparing for the

depositions of the other confidential witnesses. Fees for such time are not within

the scope of the Court’s Order on Motion for Sanctions.

For these reasons, the Court finds that an across-the-board reduction is

warranted with respect to the remaining hours for which Defendants seek fees in

connection with Loverin’s deposition. The Court acknowledges the bluntness of this

tool; however, the Court has only general descriptions of the work performed by

defense counsel. A more precise determination of the number of hours defense

counsel reasonably spent preparing for and taking Loverin’s deposition, thus, is not

possible.

Accordingly, the Court will reduce by 30 percent the total remaining fees

sought. As noted, Loverin was one of six confidential witnesses Defendants

deposed. However, preparation for Loverin’s deposition was complicated by the

existence of recorded telephone interviews conducted by Class Counsel’s

investigator. While a significant reduction in awardable fees is warranted due to

the high number of hours defense counsel spent preparing for Loverin’s deposition,

the 50 percent reduction Class Counsel seek is excessive.

In sum, the Court declines to include in the sanctions award eight hours for

Schachter’s time spent traveling to meet Loverin’s counsel in the week before her

deposition. The full amount of fees requested for twelve hours of Schachter’s time

and twelve hours of Nathan’s time spent traveling to and taking Loverin’s

deposition are included in the sanctions award; this amounts to $6,120. And, the

8


Court awards $18,391.80 in fees for the time defense counsel spent preparing for

Loverin’s deposition. 2 Thus, the total award of attorney fees in connection with

Loverin’s deposition is $24,511.80.

2. Expenses

Defendants seek a total of $5,146.97 in expenses associated with Loverin’s

deposition. Class Counsel object to a number of these expenses. The Court

addresses below those expenses to which Class Counsel object.

Defendants seek reimbursement of $195.00 in process server fees for the

service of subpoenas on Loverin. Defendants incurred a total of $250.00 in process

server fees in connection with Loverin’s deposition, of which $55.00 was already

awarded in the Bill of Costs in this case. (D.E. 735, 737, p. 7.) Class Counsel argue

that the remainder of these expenses are not compensable, because recoverable

costs for the service of subpoenas are limited by 28 U.S.C. § 1921 to $55.00, the fee

charged for service by the United States Marshal Service. See Magali v. Safesco

Ins. Co. , 2009 WL 1851102, at *6 (S.D. Fla. June 29, 2009); 28 C.F. R. § 0.114.

Because the Court awarded the expenses reasonably incurred in connection

with Loverin’s deposition as a sanction, and is not now considering Defendants’

entitlement to costs pursuant to 28 U.S.C. §§ 1920 and 1921, the Court is not

constrained by the limits imposed by those statutes and the subsequent cases

interpreting them. See Sheila’s Shine Prods., Inc. v. Sheila Shine Inc. , 486 F.2d 114

(5 th Cir. 1973) (award for discovery expenses pursuant to order on motion for

2 $26,274 x .70 = $18,391.80. 9


3

for the private service of subpoenas on Loverin may not have been necessarily

incurred, the Court finds that they were reasonably incurred in connection with

Loverin’s deposition, and, thus, includes that amount in the award.

Defendants seek reimbursement of $55.00 for a mileage fee paid to Loverin.

As Magistrate Judge Bandstra found in connection with Defendants’ Motion for a

Bill of Costs, this mileage expense is not sufficiently documented, because

Defendants do not provide documents or receipts detailing the expense. ( See D.E.

735, p. 10.) Accordingly, the undersigned also declines to award the claimed $55.00

mileage fee.

Defendants seek reimbursement of $667.47 in travel expenses for defense

counsel Schachter to travel from Miami to New Jersey and back to meet with

Loverin’s counsel during the week prior to her deposition. As discussed above, the

Court finds that Defendants have failed to establish that such travel was

necessarily or reasonably undertaken. Accordingly, the Court declines to award

this amount.

Defendants seek reimbursement of $2,650.50 in round-trip travel expenses,

including hotel rooms and airfare for defense counsel Schachter and Nathan to

travel from Miami to New Jersey for the deposition of Loverin. The undersigned

finds that the better part of these expenses was reasonably incurred in connection

3 In Bonner v. City of Prichard , 661 F.2d 1206, 1209 (11th Cir. 1981) (en banc), the

Eleventh Circuit adopted as binding precedent the decisions of the former Fifth Circuit

handed down prior to October 1, 1981.

10

sanctions not limited by 28 U.S.C. § 1920). Though the fees defense counsel paid


with Loverin’s deposition. Of this amount, however, the Court declines to award

$789.00, the difference between Nathan’s round-trip economy-class airfare and the

amount paid for Schachter’s first-class airfare. ( See D.E. 737-1.) Accordingly, of the

$2,650.50 requested in travel expenses, $1,771.50 were reasonably incurred and are

included in the award to Defendants.

Defendants seek $100.00 for court reporter fees and transcripts and $810.00

for the videotaping of Loverin’s deposition. Defendants previously sought the

reimbursement of such expenditures in their Motion for Bill of Costs. Magistrate

Judge Bandstra concluded that such costs were not compensable pursuant to 28

U.S.C. § 1920. The Court affirmed that conclusion and the Magistrate Judge’s

Report as a whole. (D.E. 736.) Class Counsel object to the award of such expenses

here on the same grounds.

The Court recognizes that these expenses may not have been necessarily

incurred and were not recoverable as part of Defendants’ Motion for Bill of Costs

and pursuant to 28 U.S.C. § 1920. As noted above, though, the Court’s award of

reasonable expenses pursuant to the Order on Motion for Sanctions is not limited to

those costs that may be recovered under § 1920. Though these expenses may not

have been necessarily incurred, the Court finds that they were reasonably incurred,

and, thus, includes them in the award of expenses.

Defendants seek reimbursement of $759.00 for the transcription of recordings

made by Class Counsel’s investigator of telephone interviews with Loverin. The

receipt for this expense, however, indicates that the transcription was performed

11


April 22, 2010, approximately two months after defense counsel deposed Loverin.

(D.E. 737-1, p. 7.) Accordingly, the Court finds that this expense was not

reasonably incurred in deposing Loverin and declines to award this amount to

Defendants.

For these reasons, the Court awards Defendants a total of $ 2,876.50 for

expenses reasonably incurred in connection with Loverin’s deposition.

B. Fees Related to Motion for Sanctions

In the Order on Motion for Sanctions, the Court ordered an award of one-

tenth of the reasonable attorneys’ fees and costs Defendants incurred in the

preparation and filing of the Motion for Sanctions. Defendants claim that this sum

amounts to $20,856.65, as the total attorneys’ fees incurred in preparing the

sanctions motion was $208,566.50; Defendants do not seek a separate amount here

for costs incurred in connection with the Motion. (D.E. 737.) Class Counsel object

that the time records Defendants have submitted demonstrate that a large portion

of those fees, $140,326.50 were incurred in connection with Defendants’ earlier

motion for sanctions. Because the Court limited the sanctions award to one-tenth of

those fees incurred in connection with Defendants’ second sanctions motion, Class

Counsel argue the fee awarded should be reduced by $14,032.65, as that amount is

outside the scope of the Court’s award.

The Court is unpersuaded by Class Counsel’s argument. The Court denied

without prejudice Defendants’ first Motion for Sanctions, specifically allowing

Defendants to refile the Motion following trial and the resolution of the post-trial

12


motions. (D.E. 676.) At the appropriate time, Defendants then renewed their

Motion for Sanctions, filing a motion substantially the same as the first. ( See D.E.

254, 698.) The time expended on the Defendants’ first sanctions motion, was, thus,

clearly integral to the second. Accordingly, the Court does not find it appropriate to

deny Defendants the award of one-tenth of the fees incurred in preparing the first

sanctions motion on that basis alone.

The Court finds, however, that the number of hours Defendants now claim

were expended in drafting the renewed sanctions motion is unreasonable. As noted,

the renewed sanctions motion was, in large measure, the same as the first-filed

motion. In fact, thirteen of its twenty pages are taken substantially verbatim from

Defendants’ first Motion for Sanctions. ( See D.E. 254, 698.) Defendants represent,

however, that defense counsel expended 71.4 hours, at a total cost of $32,821.50,

preparing the renewed motion. The Court finds this expenditure of time

unreasonable given the substantial identity of the second motion to the first, and

therefore reduces by 50 percent the amount in attorneys’ fees Defendants request

for the preparation of the renewed sanctions motion. 4 The Court, thus, awards a

total of $19,065.57 in attorney fees in connection with the Motion for Sanctions.

III

In the Order on Motion for Sanctions, the Court ordered Defendants to

submit a brief memorandum as to which individual attorneys among Class Counsel

4 Defendants claim to have incurred a total of $32,821.50 in attorneys’ fees for the

preparation of the second Motion, one-tenth of which, $3,282.15, would be compensable

pursuant to the Court’s Order on Motion for Sanctions. A 50 percent reduction of that

amount is $1,641.08. 13


should be held jointly and severally liable for the sanctions award. Defendants

argue that five attorneys, the partners at Class Counsel’s firms who had principal

responsibility for prosecuting this case and one whose name appears on the

signature block of the Consolidate Amended Complaint and the First Amended

Consolidated Complaint, should be held jointly and severally liable for sanctions,

along with their law firms. (D.E. 737, p. 2.) 5

Class Counsel object to the imposition of sanctions against any individual

attorney, arguing that, “if sanctions are to be imposed, they should be imposed at

the firm level only,” because no individual attorney acted sanctionably. (D.E. 740,

p. 1.) Class Counsel also argue that the individual attorneys were not put on notice

of the possibility of individual sanctions, because Defendants’ Motion sought only

sanctions against Class Counsel’s firms, not against individual attorneys. Class

Counsel next argue that attorneys at Barroway “neither drafted, added, nor

commented on the allegations regarding Loverin’s position that were included in

the [Consolidated Amended Complaint] or [First Amended Consolidated

Complaint]. As a result, no lawyers at [Barroway] should be sanctioned, nor should

the law firm itself....” (D.E. 740.) Class Counsel represent in their Response that

the fault for the sanctionable conduct, if any, was the result of several attorneys at

Labaton each working on different parts of this action and that “the process failed.”

5 The Court appointed Labaton Sucharow LLP (Labaton) and Barroway Topaz Kessler

Meltzer & Check, LLP (Barroway) as co-Class Counsel. (D.E. 153.) 14


The Court is unpersuaded by Class Counsel’s argument that no individual

attorney was on notice that he was “personally at risk,” because Defendants’ Motion

sought sanctions only against Class Counsel’s firms. Though Defendants’ Motion

did not seek individual sanctions, the Court was obligated under the Private

Securities Litigation Reform Act (Reform Act), 15 U.S.C. § 78u, to make findings

regarding the compliance of each party and each attorney with each requirement of

Rule 11(b) as to any responsive pleading or dispositive motion. The Reform Act,

itself, thus, gives notice to counsel that, at the conclusion of the case, the court will

determine whether the parties and counsel complied with Rule 11. See ATSI

Commc’ns, Inc. v. Shaar Fund, Ltd. , 579 F.3d 143, 152 (2d Cir. 2009) (“By virtue of

this statutory notice, consideration of sanctions in the PSLRA context can never be

sua sponte and can never come as a surprise, because Congress, not the court, has

prompted and mandated a Rule 11 finding.”).

Nonetheless, the Court finds that, under these circumstances, the sanction

ordered in the Order on Motion for Sanctions shall be imposed on the Labaton and

Barroway firms, alone. 6 First, the Court finds it appropriate to hold the Barroway

firm jointly liable for the sanctions award, despite Class Counsel’s assertions that

the Barroway attorneys “neither drafted, added, nor commented on the allegations

regarding Loverin’s position that were included in the CAC or FACC.” (D.E. 740, p.

6 On May 23, 2011, the Class Representatives filed a Notice of Firm Name Change to

advise the Court that the name of the law firm Barroway Topaz Kessler Meltzer & Check,

LLP had been changed to Kessler Topaz Meltzer & Check. (D.E. 719.) For simplicity’s

sake and in the interest of continuity with prior orders, however, the Court will continue to

refer to that firm in this Order as “Barroway.” 15


2.) The attorneys from Barroway were involved in the drafting of the consolidated

complaints, and, thus, bear responsibility for the assertions contained therein, even

if they did not personally draft the allegations here in issue. ( See D.E. 707, 710.)

Moreover, after the Barroway firm was officially named co-Class Counsel, they

advocated for the claims and assertions contained in the complaints, including those

pertaining to Loverin, which the Court has found violated Rule 11. On this basis,

Barroway will be held jointly and severally liable for the sanctions award.

Next, the Court finds it is not appropriate to sanction the attorney who

signed and filed the Consolidated Amended Complaint and First Amended

Consolidated Complaint, Jonathan Alpert, since he acted as local counsel for Class

Counsel and was not involved in the drafting of the pleadings; the parties are in

agreement as to this point.

Further, because of the limited finding of sanctionable conduct, the Court

finds it inappropriate to hold individually liable for the sanctions award the

partners at Class Counsel’s firms who were “principally responsible for prosecuting

this case,” as Defendants urge. There is no indication from the parties’ submissions

or the record as a whole that these attorneys were personally responsible for

including in the pleadings the baseless factual allegations attributed to Loverin.

Indeed, Mark Arisohn, one of the lead trial attorneys for Class Counsel, represents

to the Court that he was “not assigned to this case until well after the filing of the

CAC and FACC.” (D.E. 740, p. 2 n.5.)

16


Finally, as noted by Defendants, many attorneys in Class Counsel’s firms

worked on this case; and as noted by Class Counsel, this was a complex case. To be

sure, the number of attorneys involved in this action and the complexity of the

issues are no excuse for the inclusion of factual assertions in the pleadings that

lacked evidentiary support and thereby violated Rule 11. These complicating

factors do, however, tend to obfuscate who among Class Counsel was individually

responsible for the sanctionable conduct. In this case, the Court finds that imposing

a sanctions award against any individual attorney is not appropriate; imposing the

sanctions award against Labaton and Barroway is sufficient but not more than

necessary to deter repetition of the sanctionable conduct by others similarly

situated. See Fed. R. Civ. P. 11(c)(4).

IV

For the reasons stated above, it is

ORDERED AND ADJUDGED that Defendants’ Fee Petition (D.E. 737) is

GRANTED IN PART. Pursuant to the Court’s Order on Motion for Sanctions,

Defendants are entitled to a total award of $46,453.87; Class Counsel’s law firms, 7

Labaton and Barroway are jointly and severally liable for this award.

7 $19,065.57 + 2,876.50 + 24,511.80 = $46,453.87. 17


DONE AND ORDERED in Chambers at Miami, Florida, this 28thday of

September, 2011.

__________ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ URSULA UNGARO UNITED STATES DISTRICT JUDGE

copies provided: Counsel of record

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