While we are sure that the parties and the Court appreciate hearing his opinion, it must be noted that the parens patriae statute allowing State Attorneys General to recover damages for their consumers does not afford injured consumers, such as Mr. Lipson, the right to object to parens patriae settlements. Consumers may exclude themselves from the monetary relief and preserve their claims against the defendants (15 U.S.C. § 15c (b)(2)), but they have no right to object to any settlement for monetary relief brought under 15 U.S.C. § 15c (a) or to any injunctive relief sought by an attorney general under 15 U.S.C. § 26. Allowing objections to the relief sought by the state in its sovereign and quasi-sovereign capacities may very well implicate sovereign immunity under the Eleventh Amendment, and certainly offends sovereign dignity.

THE PROPOSED NOTICE PLAN SHOULD BE APPROVED BY THE COURT The Plaintiff States also seek this Court's approval of the proposed Consumer Notice Plan attached hereto as Appendix H. Consumers in the settling states and territories are entitled to notice of the proposed settlements, and their rights thereunder, including the right to exclude themselves and the opportunity to be heard. See 15 U.S.C. § 15c(b)-(c); Phillips Petroleum Co. v. Shutts, 472 U.S. 797, 812 (1985); In re Lloyd's Am. Trust Fund Litig., No. 96 Civ. 1262 (RWS), 2002 U.S. Dist. LEXIS 22663 (S.D.N.Y. Nov. 26, 2002). The mechanics of the notice process, however, are within the discretion of the court subject only to the "broad reasonableness standards imposed by due process."

Plaintiff States, by and through the State of New York and the Liaison States of Texas, Connecticut and Ohio, seek this order pursuant to the Clayton Act, 15 U .S.c. §15c. See 15 U.S.C. §15c (authorizing the State Attorneys General to bring a civil antitrust action for damages, as parens patriae on behalf of natural persons residing in such States, and requiring court approval of compromise of such claims). Dated: August 29,2012 STATE OF TEXAS GREG ABBOTT, ATTORNEY GENERAL DANIEL HODGE First Assistant Attorney General JOHN B. SCOTT Deputy Attorney General for Civil Litigation JOHN T. PRUD'HOMME Chief, Consumer Protection Division KIM VAN WINKLE Section Chief, Antitrust Section Consumer Protection Division GABRIEL R GERVEY Assistant Attorney General BY: 3J~ ii .

Before enactment, however, the Senate changed the bill, so that it now provides that “[t]he court shall exclude from the amount of monetary relief awarded in such action any amount of monetary relief . . . which duplicates amounts which have been awarded for the same injury[.]” 15 U.S.C. § 15c(a)(1). As the accompanying report to the HSRA explained, Case3:07-md-01827-SI Document5258 Filed03/21/12 Page20 of 33 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 14 - DEFENDANTS’ MOTION RE TRIAL STRUCTURE AND DUPLICATIVE RECOVERY CASE NO.: 3:07-MD-1827 SI Next, in order to effectuate the requirement to allocate damages, states have expressly authorized or required their courts to exercise their case management powers to avoid duplicate liability for the same antitrust injury.

The State derives standing to bring such third-party claims from the Cartwright Act (Cal. Bus. & Prof. Code § 16760) and the federal Hart-Scott-Rodino Antitrust Improvements Act (15 U.S.C. § 15c). Those statutes, however, do not affect the real party in interest analysis.