FILED
                                 NOT FOR PUBLICATION
                                                                           SEP 16 2019
                       UNITED STATES COURT OF APPEALS                   MOLLY C. DWYER, CLERK
                                                                         U.S. COURT OF APPEALS


                                 FOR THE NINTH CIRCUIT


In re: LITHIUM ION BATTERIES                     No.   17-17367
ANTITRUST LITIGATION,
                                                 D.C. No. 4:13-md-02420-YGR
------------------------------

 INDIRECT PURCHASER PLAINTIFFS,                  MEMORANDUM*

               Plaintiff-Appellee,

  v.


MICHAEL FRANK BEDNARZ,

               Objector-Appellant,

 v.

PANASONIC CORPORATION;
PANASONIC CORPORATION OF
NORTH AMERICA; SANYO ELECTRIC
CO, LTD; SANYO NORTH AMERICA
CORPORATION; HITACHI, LTD.;
HITACHI MAXWELL, LTD.;
MAXWELL CORPORATION OF
AMERICA; TOSHIBA CORPORATION;
TOSHIBA AMERICA ELECTRONIC
COMPONENTS, INC.; NEC


       *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
CORPORATION; SAMSUNG SDI CO.
LTD.; SAMSUNG SDI AMERICA, INC.;
SONY CORPORATION; SONY
ENERGY DEVICES CORPORATION;
SONY ELECTRONICS, INC.; NEC
TOKIN CORPORATION; LG CHEM,
LTD.; LG CHEM AMERICA, INC.,

              Defendants-Appellees.


                  Appeal from the United States District Court
                     for the Northern District of California
                Yvonne Gonzalez Rogers, District Judge, Presiding

                      Argued and Submitted August 28, 2019
                               Seattle, Washington

Before: HAWKINS, McKEOWN, and BYBEE, Circuit Judges.

      The district court certified a nationwide settlement class and approved

settlement agreements between Indirect Purchaser Plaintiffs (“IPP”) and

defendants LG Chem, Limited; LG Chem America, Incorporated; Hitachi Maxell,

Limited; Maxell Corporation of America; and NEC Corporation. The district court

approved IPP’s plan to distribute the settlement fund pro rata to settlement class

members, regardless of whether their claim(s) arose in Illinois Brick repealer or

non-repealer states. Michael Bednarz, an objecting class member, appeals.

      In the context of a class-action settlement, a district court must give

“undiluted, even heightened, attention” to Rule 23’s requirements because the

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court “will lack the opportunity . . . to adjust the class, informed by the proceedings

as they unfold.” Amchem Prods., Inc. v. Windsor, 

, 620 (1997).

When a class-action settlement agreement is negotiated prior to class certification,

we rigorously enforce Rule 23’s procedural requirements. Allen v. Bedolla, 

, 1223 (9th Cir. 2015). “To survive appellate review, the district court

must show it has explored comprehensively all factors, and must give a reasoned

response to all non-frivolous objections.” 

(quoting Dennis v.

Kellogg Co., 

, 864 (9th Cir. 2012)) (internal quotation marks

omitted).

      Here, the district court did not explain why a nationwide class should be

certified and a pro rata distribution plan approved despite substantial differences in

state law between repealer and non-repealer states. The final approval order

merely paraphrases Rule 23 and concludes that the Rule’s requirements are met.

Similarly, the district court summarily overruled Bednarz’s objections, finding “the

settlement, and the pro rata allocation among settlement class members, fair and

adequate despite these differences [in state law].”

      The district court’s analysis of Rule 23’s requirements was cursory, as was

its overruling of Bednarz’s Illinois Brick objections. A more fulsome analysis is

required. This is especially true given the district court’s suggestion in a previous


                                           3
order denying certification of a nationwide class that California’s Illinois Brick

repealer law likely would not apply to class members from non-repealer states.

Our concerns are also magnified by the district court’s recent approval of another

set of settlement agreements whose distribution plans specifically account for the

difference between repealer and non-repealer states.

      We express no opinion on whether the representation, settlement class, and

settlement agreements satisfy Rule 23. Instead, we “vacate and remand to allow

the district court to properly exercise its discretion” consistent with Rule 23’s

rigorous procedural requirements. In re Bluetooth Headset Prods. Liab. Litig., 

, 950 (9th Cir. 2011).

      We VACATE the district court’s final approval order and REMAND for

further proceedings. Each party shall bear its own costs on appeal.




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