1. UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
In Re: Flint Water Cases Case No. 5:16-cv-10444-JEL-MKM
Hon. Judith E. Levy
Magistrate Judge Mona K. Majzoub
CO-LIAISON COUNSEL’S OPPOSITION TO INTERIM CO-LEAD CLASS
COUNSEL’S MOTION FOR REPLACEMENT OF CO-LIAISON
COUNSEL AND CROSS-MOTION TO DISCHARGE
INTERIM CO-LEAD CLASS COUNSEL
INTRODUCTION
Interim Co-Lead Class Counsel’s—Theodore Leopold, Michael Pitt
(“Interim Counsel”), and their colleagues who make up the “Flint Water Class
Action Legal Team”— motion is nothing but a retaliatory smear campaign against
Co-Liaison Counsel Hunter Shkolnik and his law firm Napoli Shkolnik PLLC. As
evidenced by their lack of evidentiary support, Interim Counsel’s allegations of
unethical conduct are a complete fabrication. They are designed only to discredit
Mr. Shkolnik in the hope that Interim Counsel can gain complete control of the
litigation so that they can line their own pockets. In short, the motion is nothing
more than a blatant money grab.
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 1 of 26 Pg ID 14110

2. 2
Notably, it is Interim Counsel that has acted improperly, not Mr. Shkolnik.
Their motion to replace Co-Liaison Counsel is nothing but a compilation of
speculation, hyperbole, innuendo, and in some places outright falsities.
First, Interim Counsel’s complaints regarding Napoli Shkolnik’s retainer
agreements are not a sufficient basis for removing the firm as Co-Liaison Counsel.
The issues pointed out by Interim Counsel have been remedied and there has been
no prejudice to any plaintiff.
Second, Interim Counsel’s hyperbolic account of the February 18, 2018
town hall meeting is almost a complete fabrication. The meeting was an
informational session, permitted under the Michigan Rules of Professional
Conduct, and similar to numerous informational sessions Interim Counsel and the
Flint Water Class Action Legal Team have themselves conducted.
Finally, Hunter Shkolnik’s statement at the February 20, 2018 Status
Conference is an insufficient basis for removal as Co-Liaison Counsel. Mr.
Shkolnik was mistaken about whether a particular order had been distributed to all
plaintiffs, rather than some. This error was promptly corrected and, again, no
plaintiffs or plaintiffs’ counsel were prejudiced.
Meanwhile Interim Counsel has been engaging in their own untoward
practices. They have signed-up as clients, both class and individual plaintiffs,
despite the clear conflicts between the two groups. They have sent out improper
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 2 of 26 Pg ID 14111

3. 3
class notices prior to certification. Just as deceitful, they have issued ultimatums to
other counsel in this case that they will essentially shut them out of attorneys’ fees
unless they are willing to engage in Interim Counsel’s deliberately opaque billing
and work-assignment practices.
Accordingly, the Court should deny Interim Counsel’s motion. At the same
time, it should grant Co-Liaison’s Counsel’s motion to remove Interim Counsel for
three reasons: Interim Counsel (1) have conflicts of interest that cannot be
reconciled, (2) have provided improper notice to and coerced putative class
members to sign their own retainer agreements, and (3) have demanded unethical
ultimatums from Co-Liaison Counsel to the detriment of the class.
STATEMENT OF FACTS
I. INTERIM COUNSEL’S ATTEMPTS TO BILK THE CLASS AND GAIN CONTROL
OF THE LITIGATION.
Interim Counsel offer only a partial account of its interactions with Co-
Liaison Counsel. In doing so, they obfuscate their true motives in bringing this
motion. In fact, the motion is the product of a fundamental disagreement between
Interim Counsel and Co-Liaison Counsel over how to best protect the citizens of
Flint. Specifically, Co-Liaison Counsel has remained steadfast in their position that
class fees, common benefit fees, and/or lawyer compensation should not be
discussed or considered until resolution of the litigation. (See Declaration of
Hunter J. Shkolnik (“Shkolnik Decl.”), attached as Exhibit A at ¶ 4.)
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 3 of 26 Pg ID 14112

4. 4
To the contrary, Interim Counsel has been handing out work assignments
and lodestar hours to law firms they have side fee-sharing agreements with, a
practice Co-Liaison Counsel has opposed. Id. ¶¶ 4-5. Significantly, Co-Liaison
Counsel became aware that Interim Counsel had entered into secret side-fee deals
regarding work and hours that it intended to hide from third-party audit. Id. ¶ 15.
These agreements are decidedly suspicious and raise serious questions about
Interim Counsel’s ability to represent the class:
Private, undisclosed agreements of that sort would be wholly
inconsistent with the transparency that is critical to the
establishment of fair and appropriate fee assessment and
allocation standards. Private, undisclosed assessment and allocation
agreements involve a significant risk of self-dealing. Counsel who
have entered into such agreements may give preference to other
signatories in the assignment of common benefit work, approve or fail
to object to work that is not properly compensable, or otherwise make
decisions based on factors other than shared client interests. Finally,
by hiding important information about common benefit work from
judicial view—even if temporarily—private, undisclosed assessment
and allocation agreements hinder a court’s exercise of its authority
and obligation to conduct mass tort proceedings in a fair and
efficient manner.
Expert Declaration of Maureen Carroll at ¶¶26-8, attached hereto as Exhibit B
(“Carroll Decl.”) (emphasis added).
In July 2017, Co-Liaison Counsel first brought the issue of entering a formal
time-and-expense order to the attention of Interim Counsel. Id. ¶ 17. Co-Liaison
Counsel felt this was especially important after it became aware of Interim Counsel
Mr. Pitt’s practice of sending out teams to supposedly “map” lead poisoning in
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 4 of 26 Pg ID 14113

5. 5
Flint. Id. In fact, these teams were actually engaged in client solicitation1
, not
mapping. Id. ¶ 18. The use of “mappers to ring doorbells in order to solicit
individual representation has violated both MRPC 7.3 and 5.3.” Expert Declaration
of Robert E. Hirshon at ¶3, attached hereto as Exhibit C. Co-Liaison Counsel
immediately objected to this practice to Interim Co-Lead Counsel, Mr. Leopold,
and promised to bring it to the Court’s attention at the appropriate time. Shkolnik
Decl. at ¶ 19. Unbeknownst to the undersigned, Mr. Leopold was apparently either
supportive of, or a willing participant in, the billing boondoggle plan, and this
ultimately triggered the dispute over a formal time and expense order.
Co-Liaison Counsel then proposed a time-and-expense order that would
employ a special master to periodically review time-and-expense submissions, a
common procedure in mass torts. Id. ¶¶ 20-21. Meanwhile, Interim Counsel’s
solicitation process continued. Id. ¶ 23. In November 2017, Interim Counsel
rejected the special master proposal, instead demanding that all time-and-expense
reports flow directly to Interim Counsel. Id. ¶ 26. Finally, in January 2018, Interim
Counsel issued its ultimatum: there would be no time-and-expense order unless
Co-Liaison Counsel would 1) agree not to enroll more clients, 2) that Interim
Counsel would receive 80% of the common benefit funds, and 3) that Interim
1
Michigan Rule of Professional Conduct 7.3(a) states that “a lawyer shall not solicit
professional employment from a prospective client with whom the lawyer has no family or prior
professional relationship when a significant motive for the lawyer’s doing so is the lawyer’s
pecuniary gain.” Accordingly, the “mapping” project was nothing more than a rouse to
improperly solicit clients by the Flint Water Class Action Legal Team.
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 5 of 26 Pg ID 14114

6. 6
Counsel would receive 1/3 of all attorneys’ fees from individual personal injury
cases. Id. ¶ 31. Needless to say, this highly unethical ultimatum was rejected. Id. ¶
32.
Now that their ultimatum has been rejected, Interim Counsel has attempted
to seize on minor errors and invent wild tales regarding what happened at the town
hall meeting on February 18, 2018, all in an effort to grab full control of this
litigation (and the associated fees) to the detriment of Flint’s residents.
II. Interim COUNSEL’S MISCHARACTERIZATION OF THE TOWN HALL
MEETING.
Interim Counsel’s portrayal of the town hall meeting is a complete
fabrication. Napoli Shkolnik had been asked by local politicians and concerned
church leaders to provide status updates on the Flint cases. Id. ¶ 36. Because the
number of requests was too large for the firm to handle, it was ultimately decided
that there would be an event at the Metropolitan Baptist Tabernacle featuring actor
and activist Hill Harper. Id. Lunch was served at the request of Reverend Dr.
Herbert Miller, II. Id. ¶ 38. During that time, Mr. Shkolnik fielded questions from
attendees. Id. ¶ 40. The purpose of the meeting was solely informational.
III. Interim COUNSEL’S ALLEGATIONS OF MR. SHKOLNIK’S PURPORTED LACK
OF CANDOR ARE UNFOUNDED.
Mr. Shkolnik’s statement at the February 20, 2018 Status Conference that
the Order concerning adoption of the master complaint and filing of short-form
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 6 of 26 Pg ID 14115

7. 7
complaints had been served on all individual plaintiffs was based on an
understanding from a conversation with Co-Liaison Counsel prior to the
conference and Mr. Stern was not present at the hearing. From that conversation it
was believed that Mr. Stern had served the Court’s order regarding the master
complaint on all counsel when in fact Mr. Stern’s office served it on most counsel
Id. ¶ 8. As is more fully outlined in the Shkolnik Declaration, and will be more
fully set forth in the declaration of Mr. Stern, Co-Liaison Counsel had a very
difficult time ascertaining the names of all counsel with individual, non-class,
cases filed in the Flint Water Litigation and Co-Liaison Counsel did their best to
disseminate information to necessary counsel. Steps have since been taken to
remedy this issue. Id. Co-Lead Counsel’s attempt to use this situation as a basis for
their motion reveals the depths they need sink to support their ill-conceived
motion.
ARGUMENT
I. THE COURT SHOULD DENY INTERIM COUNSEL’S MOTION TO REPLACE CO-
LIAISON COUNSEL.
A. Mr. Shkolnik has addressed the deficiencies in his retention agreements,
but Interim Counsel’s agreements violate the Michigan Rules of
Professional Conduct.
Interim Counsel complains about Napoli Shkolnik’s retention agreements.
(Interim Counsel Br. at 4-5.) But Mr. Shkolnik has taken all necessary steps to
ensure that the retainers comply with applicable rules and regulations. Immediately
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 7 of 26 Pg ID 14116

8. 8
after learning about deficiencies in certain retainers, Mr. Shkolnik instructed the
support staff at Napoli Shkolnik to make the necessary changes to their intake
packages so that the firm and the third-party advertising agency used by Napoli
Shkolnik were able to instantly implement the correct retainers for all future leads.
Additionally, Napoli Shkolnik sent an addendum correcting the errors to all
retained clients who had previously signed incorrect retainers. See Retainer
Addendum, attached as Exhibit D. This was a harmless error that has since been
remedied, and therefore did not violate the Michigan Rules of Professional
Responsibility:
Contrary to Interim Class Counsel’s claim, there is absolutely no basis
to suggest this was anything more than a clerical error that was
appropriately corrected. It is well accepted that an important purpose
of the MRPC is to protect clients and the public at large. Obviously,
no client or member of the public was harmed as a result of this
mistake and no client has complained or terminated their
representation with Shkolnik because of it. There appear to be no
reported Michigan ethics cases litigating whether a lawyer who
mistakenly enters into an agreement for excessive fees and later
changes the agreement to provide for reasonable fees under MRPC
1.5 has breached MRPC 1.5. This makes sense, since why would
anyone file an ethical complaint because of a corrected error?
Hirshon Decl. at ¶19-21.
Moreover, the old agreements could not possibly have enticed plaintiffs to
sign up with Napoli Shkolnik, as the contingent fees under those agreements would
be greater than those set forth in the new agreements.
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 8 of 26 Pg ID 14117

9. 9
On the other hand, even a cursory review of Mr. Pitt’s retainers raises
several ethical concerns. See Exhibit E. For example, Interim Counsel is
misleadingly using the name “The Flint Water Class Action Legal Team” in their
retainer letterhead, as if they had already certified a class or class certification were
a certainty. Neither is true. Thus, the use of this name potentially runs afoul of
Michigan Rules of Professional Conduct 7.1(b) and 7.5, which, when read
together, state that a law firm trade name may not “be likely to create an
unjustified expectation about results the lawyer can achieve.” See Hirshon Decl. at
26 (“By calling themselves the Flint Water Class Action Legal Team, the eight law
firms comprising the class action legal team are implicitly suggesting that they are
somehow better equipped to best represent parties injured as a result of the Flint
water crisis.”). Additionally, Rule 1.5(e)(1) states that a division of fees between
law firms can only be made if “each lawyer assumes joint responsibility for the
representation.” Nowhere in Mr. Pitt’s retainer does it state that the three firms
representing the purported class or the individual client will assume joint
responsibility.
B. Interim Counsel grossly mischaracterize the February 18 meeting to
manufacture claims against Mr. Shkolnik.
Interims Counsel merely speculate that Mr. Shkolnik has used his leadership
position to the detriment of Flint’s residents. They have no proof for good reason:
there is none. Interim Counsel simply makes-up numerous statements—e.g., that
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 9 of 26 Pg ID 14118

10. 10
Mr. Shkolnik “repeated[ly] represent[ed] that the federal judge appointed him to be
in charge of all the lawyers handling individual cases” and advised that Flint
residents “did not need to have an injury to sign up.” (Interim Counsel Br. at 6.)
These statements simply never happened.2
In addition to inventing statements by Mr. Shkolnik from the February 18,
2018 meeting, Interim Counsel also distorts its purpose and format. The purpose of
the meeting was not to solicit clients. The purpose of the meeting was to educate
attendees about the crisis in Flint and their options. (See Shkolnik Decl. ¶¶ 35-42;
Transcript of February 18, 2018 Town Hall Meeting, attached hereto as Exhibit F
(“If you don't know whether you have damages, you owe it to yourself to find
out.”). If any of Interim Counsel’s clients attended, it was by choice. And, while
Mr. Shkolnik has no knowledge of any clients who switched firms because of the
meeting, it is solely the clients’ choice to decide who their counsel is. See Flynt v.
Brownfield, Bowen & Bally, 882 F.2d 1048, 1051 (6th Cir. 1989).
Interim Counsel’s citation to Michigan Rule of Professional Conduct 7.3(a)
is simply off-base, as the transcript is clear that there was no attempt at direct
contact for purposes of solicitation. See Exhibit F. The February 18, 2018 meeting
did not violate the Michigan Rules of Professional Conduct:
2
Interim Counsel’s other comments about the informational meeting and Mr. Shkolnik’s alleged
ethical violations are similarly off-base. In fact, Trachelle Young, a member of Mr. Pitt’s legal
team, directly refuted them: she complemented Mr. Shkolnik’s handling of this case and ethics
during the meeting. (Shkolnik Decl. at 14. n.10.)
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 10 of 26 Pg ID 14119

11. 11
Attorneys often are invited to provide information to the members of
trade organizations and other types of groups with the understanding
that an attorney’s participation in these informational meetings might
lead to new clients. This form of business development is a widely
accepted practice in all jurisdictions except in those few that
specifically prohibit it. There is no such prohibition against these
types of educational meetings in Michigan.
Hirshon Decl. at ¶32.
Councilman Eric Mays of Flint’s First Ward was an attendee and panelist at
the February 18th
meeting. See Declaration of Councilman Eric Mays, attached
hereto as Exhibit G. According to Mr. Mays, “[t]he purpose of this meeting was to
provide general information about the Flint water crisis and to explain to our
citizens what their rights were related to this tragedy.” Id. at ¶2. In addition, Mr.
Mays felt that “the discussion by the lawyers and other speakers was fair and
balanced and helped the parishioners and others understand that they should
exercise their rights and speak to any lawyer of their choice. Id. at ¶5. Further, Mr.
Mays stated:
There was no attempt to convince persons who were represented by
counsel to change lawyers. This was an informational session to
advise those without lawyers to seek representation before the time to
sue runs out. In fact, we advised people who already had an attorney
that they had done good and they could not sign with Napoli Shkolnik
PLLC because they were already being represented. I am personally
represented by another firm and I don’t plan to switch to Napoli
Shkolnik PLLC and if that had been the conversation I would not have
participated in the town hall meeting.
Id. at ¶6.
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 11 of 26 Pg ID 14120

12. 12
Indeed, Interim Counsel recognize that “there is nothing necessarily
untoward about hosting an informational event and passing out retainers.”
(Counsel Br. at 6.) In fact, Interim Counsel has held many similar meetings. (See
Shkolnik Decl. ¶ 43; Mays Decl. ¶3 (“This meeting was similar to other town hall
meetings that occurred in Flint that I also attended with other law firms.”). For
Interim Counsel to now claim that such informational meetings are now improper
is the height of hypocrisy.3
C. Despite Interim Counsel’s representations to the contrary, most counsel do
not support their motion.
Interim Counsel has flat-out misrepresented that the majority of other
counsel supports their motion. Counsel Br. at 2, 12. Contrary to what they have
told the Court, it appears Interim Counsel does not even have the support of the
full Class Action Plaintiffs’ Executive Committee, members of their own legal
team, or certainly not the “majority” of the individual Plaintiffs’ counsel. See
Shkolnik Decl. ¶¶ 6-7. Unsurprisingly, Mr. Pitt and Mr. Leopold are the only
signatories to their motion. No other attorney has joined them in their quest to
smear Mr. Shkolnik and his firm. That’s likely because Mr. Shkolnik’s only
arguable misstep—an honest mistake—was a small misunderstanding over
whether he sent an order requiring individual cases to be amended using a short
3
The fact that Mr. Shkolnik failed to point out the purported advantages of a class action is
inconsequential. Mr. Shkolnik’s duty is to simply answer questions honestly with what he
believes is sound legal advice.
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 12 of 26 Pg ID 14121

13. 13
form complaint to all counsel, a mistake that was easily corrected. Co-Counsel Br.
at 10.
Accordingly, Interim Counsel’s blatant misrepresentations to the Court
regarding the supposed groundswell of support for the removal of Mr. Shkolnik
violate the Michigan Rules of Professional Conduct. Indeed, Rule 3.3 could not be
clearer: a lawyer shall not knowingly “make a false statement of material fact or
law to a tribunal or fail to correct a false statement of material fact or law
previously made to the tribunal by the lawyer.” This alone would be grounds for
Interim Counsel’s removal. See Expert Declaration of Robert E. Hirshon at ¶17
(“Claiming that a majority of counsel representing individual clients and a majority
of Executive Committee members believe that Shkolnik has engaged in a series of
ethical misdeeds is a serious charge. Yet Interim Class Counsel offer very little
evidence to support that claim, which would allow me to determine its accuracy.”)
II. THE COURT SHOULD REMOVE MR. LEOPOLD AND MR. PITT AS INTERIM
COUNSEL.
Interim Counsel have conflicts of interest, have provided improper notice to
and coerced putative class members to sign their own retainer agreements, have
demanded unethical ultimatums from Co-Liaison Counsel to the detriment of the
class, and have made various misrepresentations to the class. There are “serious
concerns about Interim Co-Lead Class Counsel’s apparent representation of
individual potential class members and Interim Co-Lead Class Counsel’s apparent
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 13 of 26 Pg ID 14122

14. 14
efforts to establish a compensation structure for common benefit work without
transparency or supervision by this Court.” Carroll Decl. at ¶11. Any one of these
things, standing alone, should compel the Court to discharge Interim Counsel. See
Hirshon Decl. at ¶48 (“In summary, it is my opinion that Shkolnik has not violated
the MRPC and that if any violations occurred, they were most likely committed by
Interim Class Counsel.”).
A. Mr. Pitt has a conflict of interest in his role as Interim Counsel because
he simultaneously represents thousands of individual claims.
Mr. Pitt claims to represent several thousand individuals for personal injuries
and property damage related to the Flint water crisis. This position is directly
averse to class members in this case because these parties’ financial interests may
conflict.
Significantly, an action may not be certified unless “the representative
parties will fairly and adequately protect the interests of the class.” Fed. R. Civ. P.
23(a)(4). Rule 23’s adequacy requirement focuses on whether the class
representatives or their counsel have interests that conflict with the interests of the
other members of the class. See, e.g., Amchem Prods., Inc. v. Windsor, 521 U.S.
591, 625 (1997) (“[T]he adequacy inquiry under Rule 23(a)(4) serves to uncover
conflicts of interests between named parties and the class they seek to represent.”);
Marisol A. v. Giuliani, 126 F.3d 372, 378 (2d Cir. 1997) (adequacy requires that
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 14 of 26 Pg ID 14123

15. 15
“there is no conflict of interest between the named plaintiffs and other members of
the plaintiff class”) (quotation omitted).
Mr. Pitt’s simultaneous representation of thousands of individual Flint
residents and the class creates significant risks to both those clients and the class.
For example, a significant risk occurs where an attorney represents a group of
claimants who have manifested injuries while also representing others who have
not. See Carroll Decl. at ¶11. Thus, if the Court certifies a class for only individuals
who have not manifested injuries, Mr. Pitt still owes a duty to those clients who
have manifested injuries, creating a serious risk of trade-offs and selling his
client’s claims short. Id. at 14.
In this case, by representing both the class and individual plaintiffs, Interim
Counsel created an irreconcilable conflict. Specifically, Interim Counsel are
“fiduciar[ies] to all plaintiffs and lawyers in the consolidated proceedings and may
not use [their] position to enrich [themselves] at their expense.” Principles of the
Law of Aggregate Litigation § 1.05 (2010). As such, “an attorney acting on behalf
of a putative class must act in the best interests of the class as a whole.” Manual for
Complex Litigation (Fourth) § 21.12. See also In Re Pharm. Indus. Average
Wholesale Price Litig. 588 F.3d 24, 36, n.12 (1st Cir. 2009) (“class counsel are
fiduciaries to the class”).
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 15 of 26 Pg ID 14124

16. 16
But, by demanding that Interim Counsel receive a cut of every individual
case under a proposed settlement, Interim Counsel clearly put their desire for fees
and the individual actions above the interests of the Class they represent. See, e.g.,
In re Agent Orange Prod. Liab. Litig., 800 F.2d 14, 18-19 (2d Cir. 1986) (class
counsel may be removed if a conflict of interest arises in the representation of the
class); Model Rules of Prof. Conduct R. 1.7-1.9 (outlining conflicts of interest
between an attorney and current or former clients). This conflict between class
members and individual plaintiffs has long been recognized by courts. (See Decl.
of Maureen Carroll (“Carroll Decl.”) ¶¶ 9-13.)
Thus, the Court should remove Interim Counsel because they have “engaged
in . . . improper conduct” that has “undermined the rights of the class at large.”
Maywalt v. Parker & Parsley Petroleum Co., 67 F.3d 1072, 1078 (2d Cir. 1995).
B. Interim Counsel has provided improper and misleading notice to class
members.
This case has not been certified as a class action. But that hasn’t stopped Mr.
Pitt’s Flint Water Class Action Legal Team from providing notice, in the form of
monthly updates, to class members. For example, most recently, the March 2018
update was addressed “Dear Class Members” and referenced the ongoing
mediation. See Shkolnik Decl. ¶ 30; March 2018 Update for Class Members,
attached hereto as Exhibit H. Interim Counsel’s use of these notices to, among
other things, solicit clients is plainly improper. See Carroll Decl. at ¶19 (“One way
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 16 of 26 Pg ID 14125

17. 17
in which communications from putative counsel to putative class members may be
misleading is if they imply that the court has already certified a class.”). Terms
such as “Dear Class Members” and “Flint Water Class Action Legal Team” on Mr.
Pitt’s monthly updates to the class are misleading to the putative class and
individuals retained by other counsel. Id. at ¶22.
Federal Rule of Civil Procedure 23(d) grants the Court with authority to
regulate Interim Counsel’s improper communications:
In conducting an action under this rule, the court may issue orders that
. . . (B) require—to protect class members and fairly conduct the
action—giving appropriate notice to some or all class members of: (i)
any step in the action; (ii) the proposed extent of the judgment; or (iii)
the members’ opportunity to signify whether they consider the
representation fair and adequate, to intervene and present claims or
defenses, or to otherwise come into the action.
Fed. R. Civ. P. 23(d)(1)(B)(i)-(iii) (emphasis added). The purpose of Rule 23(d) is
to permit discretionary notice “when needed for the protection of class members or
for the fair conduct of the action.” MANUAL FOR COMPLEX LITIGATION § 21.31 (4th
ed.). “Because of the potential for abuse, a district court has both the duty and the
broad authority to exercise control over a class action and to enter appropriate
orders governing the conduct of counsel and parties,” including orders that “limit
communications between parties and potential class members.” Gulf Oil Co. v.
Bernard, 452 U.S. 89, 100, 101 (1981). See also NEWBERG ON CLASS
ACTIONS § 15.02, at 15–6 (3d ed. 1992) (“When the court finds that the class
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 17 of 26 Pg ID 14126

18. 18
action has been abused to the potential prejudice of class members, the court has
full power to take appropriate remedial action to avoid or minimize any prejudice
to the class.”).
Here, Mr. Pitt has improperly sent communications to class members to
solicit additional cases. For example, the September 2017 update to the class
includes a hyperlink to an EPA Authorization and EPA Retainer and urges putative
class members to sign Mr. Pitt’s retainer without any warning or disclosure to
individuals who may have already retained counsel for their Flint water claims. See
September 2017 Update for Class Members, attached hereto as Exhibit I.
Specifically, the update states that “[i]f you would like to join the action against the
EPA, you must sign and submit both the EPA Authorization and Retainer by
September 30, 2017. As a reminder, this is the final deadline to join our action
against the EPA.” Id.
In his effort to expand his stable of clients, Mr. Pitt has also explicitly
directed putative class members to ignore any communications from other
attorneys who are not on the Flint Class Action Legal Team and has
misrepresented the status of this case. For example, in the August 2017 Update,
Mr. Pitt provides the following: “You are already a client of The Flint Water
Class Action Legal Team who have actually filed cases on your behalf and are
actively working in your best interests. These communications from other
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 18 of 26 Pg ID 14127

19. 19
attorneys are NOT being done with our approval. These attorneys are not
part of our legal team.” August 2017 Update to Class Members, attached hereto
as Exhibit J (emphasis in original). However, Mr. Pitt’s statement is wholly
improper:
Because no attorney-client relationship automatically results from the
filing of a putative class action, it is appropriate for attorneys other
than putative class counsel to communicate and enter into
retainer agreements with putative class members, provided that
those interactions are non-misleading and otherwise comply with
applicable ethical rules (e.g. as to in-person solicitation).
Carrol Decl. at ¶16.
Thus, not only has Mr. Pitt improperly used class communications to drum
up business, but he also misrepresented his role as Interim Counsel to all class
members, including Napoli Shkolnik’s clients, by claiming that he and the Flint
Water Class Action Legal Team have already filed claims in federal and state court
on their behalf.
The law is clear: “Misleading communications to class members concerning
the litigation pose a serious threat to the fairness of the litigation process, the
adequacy of representation and the administration of justice generally.” In re
School Asbestos Litig., 842 F.2d 671, 683 (3d Cir. 1988). The Court should
therefore exercise its power under Rule 23(d) to protect the rights of class members
and remove Interim Counsel for sending these improper misleading
communications. See, e.g., White v. Experian Info. Sols., 993 F. Supp. 2d 1154,
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 19 of 26 Pg ID 14128

20. 20
1163 (C.D. Cal. 2014) (“courts can and do disqualify class action counsel for
egregious misconduct”); Hammond v. Junction City, 167 F. Supp. 2d 1271, 1288
(D. Kan. 2001) (disqualifying Interim Counsel prior to class certification where
Interim Counsel made improper communications to putative class members);
Georgine v. Amchem Prods., 160 F.R.D. 478, 485 (E.D. Pa. 1995) (holding that it
is the responsibility of the court to direct the best notice practicable to class
members and to safeguard them from unauthorized, misleading communications
from the parties or their counsel).
C. Interim Counsel have used their position to line their own pockets.
As detailed above, Interim Counsel have schemed to increase their fees at
the expense of the individuals who were truly injured, including the children
suffering from lead poisoning. For example, Interim Counsel have demanded the
following:
1. that Mr. Shkolnik stop signing up new clients4
;
2. that individual lawyers pay 1/3 of their fees to get entry of a time-and-
expense order, so that Interim Counsel could keep track of their
unreasonable billing excesses and self-serving allocation of work to
the lawyers they have entered into fee-sharing agreements with; and
4
Interim Counsel’s demand that Mr. Shkolnik stop signing up new clients is a violation of
Michigan Rule of Professional Conduct 5.6(b). See Hirshon Decl. at ¶40-42 (“MRPC 5.6(b)
prohibits a lawyer from offering or making an agreement in which a restriction on the lawyer’s
right to practice is part of the settlement of a controversy. Interim Class Counsel demanded that
Co-Liaison Counsel no longer accept new clients. If Co-Liaison Counsel did not accede to this
demand, Interim Class Counsel threatened to seek Shkolnik’s removal as Co-Liaison Counsel.
This demand is a clear violation of MRPC 5.6.”).
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 20 of 26 Pg ID 14129

21. 21
3. that Co-Liaison Counsel agree to a class method and abandon
individual clients to protect Interim Counsel’s fees.
Shkolnik Decl. ¶ 31.
But, as Co-Liaison for the individual claims, Mr. Shkolnik is obligated to
protect those clients, not Interim Counsel and their fees. Indeed, the sorts of
opaque billing practices proposed by Interim Counsel can lead to reversal of
approved class settlements and attorneys’ fees awards. (Carroll Decl. ¶¶ 24-26.)
Interim Counsel has also publicly advertised their leadership positions for
their own gains. For example, a May 9, 2016 press release posted on Mr. Pitt’s
website pittlawpc.com, entitled PMP&R [Pitt McGehee Palmer & Rivers] Leads
Fight for Flint Residents in Contaminated Water Crisis, outlines the work the Flint
Water Class Action Legal Team has performed on behalf of the class. See Exhibit
K. The press release includes a quote from Mr. Pitt’s partner Cary McGehee
referring to the Flint Water Class Action Legal Team: “Attorneys from these six
firms bring together a special blend of expertise and experience required to
prosecute this incredibly complex and challenging case." Id.
Similarly, Mr. Leopold released a braggadocios statement shortly after his
appointment that similarly praised his role in this litigation:
[Mr. Leopold] has played a leading role in the effort to hold
accountable those responsible for Flint’s water crisis. He has been on
the forefront of ongoing litigation against Lockwood, Andrews &
Newnam (LAN) and Veolia North America, two engineering
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 21 of 26 Pg ID 14130

22. 22
companies accursed of giving disastrously bad advice and ignoring
several red flags regarding problems in the city’s water system.
See Exhibit L. The statement goes on to proclaim that Mr. Leopold “enjoys
substantial support among participants in the class actions and members of the
Flint community, helping to ensure individuals are readily able to engage their
expertise.” Id.
Interim Counsel’s baseless allegations against Mr. Shkolnik and his firm are
particularly troubling given their own history of improprieties. For example, U.S.
District Court Jude Lucy Koh recently appointed a special master to review Cohen
Milstein’s duplicative $38 million fee request in In Re Anthem, Inc. Data Breach
Litig., No. 15-md-02617 (N.D. Cal.). As lead counsel, Andrew Friedman of Cohen
Milstein brought on another 49 law firms, four of which Judge Koh previously
terminated from the initial leadership team.5
Those four law firms alone submitted
an attorneys’ fees request for $3,624,911.50. Alarmingly, Cohen Milstein also
enlisted the help of 107 partners, 94 associates, and a large number of contract
attorneys with a rate as high as $447 per hour.6
In her order, Judge Koh noted that
“employing 53 law firms likely resulted in unnecessarily duplicative or inefficient
5
Judge Hires Special Master to Vet Attorney Bills in Anthem Settlement, LAW.COM (Feb. 2,
2018) https://www.law.com/therecorder/sites/therecorder /2018/02/01/judge-hires-special-
master-to-vet-attorney-bills-in-anthem-settlement/.
6
See In Re: Anthem, Inc. Data Breach Litigation, Order Granting Motion to Appoint Special
Master, Dkt. No. 929 (Feb. 2, 2018) available at https://www.
bloomberglaw.com/public/desktop/document/ In_re_Anthem_Inc_Data_Breach_
Litigation_Docket_No_ 515md02617_ ND_C/3?1519073198
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 22 of 26 Pg ID 14131

23. 23
work by the virtue of the fact that so many billers needed to familiarize themselves
with the case and keep abreast of case developments.”7
At a recent hearing on the
motion to appoint a special master, Judge Koh stated “I would never have
appointed you or Mr. Friedman, had I known you were going to pile on 53
lawyers. And I’m going to keep that in mind if you apply for appointment of
counsel in another case with me. I never would have approved [53] law firms in
my case. If I thought eight was too many, what made you think I wanted 53 firms
churning on this case?”
In addition, a group of class representatives in Allen v. Dairy Farmers of
America, Inc., Case No. 5:09-cv-00230 (D. Vt.), recently moved to remove Kit
Pierson of Cohen Milstein from his role as Interim Counsel for allegedly
conspiring with defendants on a settlement that would have sold out the class. Mr.
Pierson is part of the Flint legal team at Cohen Milstein. See Exhibit O. The motion
outlined shortcomings of Mr. Pierson as class counsel, including that he
“knowingly and willfully undermined this class’s ability to recover.” Exhibit P at
2. The aggrieved class representatives also reference Cohen Milstein’s “sell-out”
conduct, including “(1) reducing the class size and potential damages, (2)
preventing effective cooperation among class representatives, (3) keeping primary
7
Id.
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 23 of 26 Pg ID 14132

24. 24
sources of evidence hidden, (4) confusing the damage model, and (5) settling
without getting to the merits.” Id at 5, 17.
Had Co-Liaison Counsel known about these allegations before, Mr.
Shkolnik never would have supported Mr. Leopold and Mr. Pitt as Interim
Counsel. Based on Interim Counsel’s declaration that they “demand a ten percent
tax on all individual cases,” it is clear that this case is nothing but another money
grab by Mr. Leopold and Mr. Pitt, at the expense of class members.
CONCLUSION
Interim Counsel’s prosecution of this matter is not about obtaining the
necessary evidence to present the best case at trial. Rather, it is about billing hours
and carving out fees to the detriment of the putative class. Throughout this
litigation, Interim Counsel has trampled on the best interests of the class in their
quest for position, control, and, most importantly, fees. Their recent meritless
attacks against Mr. Shkolnik and his law firm are just one part of Interim Counsel’s
multi-pronged strategy to take over the litigation. Accordingly, the Court should
deny their motion to replace Co-Liaison Counsel. Doing anything else would only
give Interim Counsel more power and opportunity to take advantage of the class.
In addition to denying Interim Counsel’s motion, the Court should grant Co-
Liaison’s Counsel’s cross-motion to remove them as counsel. As provided above,
Interim Counsel: (1) have conflicts of interest, (2) have provided improper notice
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 24 of 26 Pg ID 14133

25. 25
to and coerced putative class members to sign their own retainer agreements, and
(3) have demanded unethical ultimatums from Co-Liaison Counsel to the detriment
of the class.
Respectfully submitted,
Dated: April 9, 2018
NAPOLI SHKOLNIK PLLC
By: /s/ Hunter Shkolnik
Hunter Shkolnik, #2031458NY
360 Lexington Avenue, 11th
Floor
New York, NY, 10017
(212) 397-1000
hunter@napolilaw.com
Co-Liaison Counsel for the Individual
Cases
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 25 of 26 Pg ID 14134

26. 26
CERTIFICATE OF SERVICE
I hereby certify that on April 9, 2018, the foregoing was electronically filed
with the Clerk of the Court using the CM/ECF system which will send notification
of such filing upon counsel of record.
Dated: April 9, 2018
_____/s/ Patrick J. Lanciotti_____
5:16-cv-10444-JEL-MKM Doc # 444 Filed 04/09/18 Pg 26 of 26 Pg ID 14135

27. UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
In Re: Flint Water Cases Case No. 5:16-cv-10444-JEL-MKM
Hon. Judith E. Levy
Magistrate Judge Mona K. Majzoub
INDEX OF EXHIBITS
A. Declaration of Hunter J. Shkolnik
B. Expert Declaration of Maureen Carroll, dated April 6, 2018
C. Expert Declaration of Robert Hirshon, dated April 6, 2018
D. Addendum to Napoli Shkolnik Retainer Agreement
E. Flint Water Class Action Legal Team Retainer Agreement
F. Transcript of February 18, 2018 town hall meeting
G. Declaration of Councilman Eric Mays
H. March 2018 Update for Class Members from The Flint Water Class Action
Legal Team.
I. September 2017 Update for Class Members from The Flint Water Class
Action Legal Team.
J. August 2017 Update for Class Members from The Flint Water Class Action
Legal Team.
K. May 9, 2016 press release by Pitt McGehee Palmer & Rivers, PMP&R
Leads Fight For Flint Residents in Contaminated Water Crisis.
L. July 26, 2017 press release by Cohen Milstein Sellers & Toll PLLC, Cohen
Milstein’s Ted Leopold Appointed to Oversee Cases Against Public and
Private Defendants Implicated in the Flint Water Crisis.
5:16-cv-10444-JEL-MKM Doc # 444-1 Filed 04/09/18 Pg 1 of 2 Pg ID 14136

28. 2
M.Practice Area Description of Flint Water Crisis Class Action Litigation,
Cohen Milstein Sellers & Toll PLLC
N. Alice H. Allen, et al., v. Dairy Farmers of America, Inc., et al, 5:09-cv-
00230-cr (D. Vt ) Class Representatives’ Memorandum in Support of
Motion for New Counsel (ECF No. 631-1).
5:16-cv-10444-JEL-MKM Doc # 444-1 Filed 04/09/18 Pg 2 of 2 Pg ID 14137

29. EXHIBIT A
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 1 of 35 Pg ID 14138

30. UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
In Re: Flint Water Cases Case No. 5:16-cv-10444-JEL-MKM
Hon. Judith E. Levy
Magistrate Judge Mona K. Majzoub
DECLARATION OF HUNTER J. SHKOLNIK
I, Hunter J. Shkolnik, declare under 28 U.S.C. § 1746 as follows:
1. I am a partner at Napoli Shkolnik PLLC, Co-Liaison Counsel for
Individual Cases in the above-captioned matter.
2. The origin of this dispute between Interim Co-Lead Class Counsel
Theodore Leopold and Michael Pitt1
(Interim Counsel) and Co-Liaison Counsel
has little, if anything, to do with the spurious and unfounded allegations set forth in
the moving papers relating to clerical errors in a retainer agreement or statements
made at a town hall meeting. Rather this dispute is a result of a fundamental
disagreement between Interim Counsel and Liaison Counsel on how to best protect
the citizens of Flint in this litigation.
3. Co-Liaison Counsel Corey Stern and I have unfortunately become
engaged in a dispute with Interim Counsel over their unwavering desire to
maximize their fees rather than focus on the advancement of this case and its
1
As the Court will note, not a single lawyer or law firm signed the instant Motion, nor have
any submitted supporting declarations.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 2 of 35 Pg ID 14139

31. 2
resolution. This is a fundamental problem which goes to the heart of Interim
Counsel’s ability to act in the best interests of the people of Flint.
4. It has been my unremittent position that class fees, common benefit
fees, and/or lawyer compensation should not be discussed or considered until
resolution of the litigation. As will be outlined in further detail below, the instant
Motion was filed in retaliation to Co-Liaison Counsel’s attempts to rein in and
track “common benefit” lodestar work being handed out by Interim Counsel to law
firms they have side fee-sharing agreements with and to put an end to the secretive
allocations of work assignments and lodestar hours to the firms that have
undisclosed sharing agreements with Interim Counsel.
5. It is Co-Liaison Counsel’s belief that these secretive agreements are
detrimental to both the class and individual litigants, and it is Co-Liaison Counsel’s
efforts to put an end to these agreements that has led to the allegations of ethical
violations by me.
6. Significantly, as the Court will readily see from the absence of any
supporting signatures, the allegation made by Interim Counsel that the “majority of
the lawyers” share their support in the Motion is patently false. In fact, the Motion
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 3 of 35 Pg ID 14140

32. 3
is only signed by Interim Counsel,2
and although they solicited all attorneys of
record for support, not a single law firm was willing to sign their motion.
7. More telling is that Interim Counsel could not even garner a majority
of the members of the Plaintiffs’ Executive Committee (“PEC”) to sign their
motion and amended brief. In fact, most have refused to be involved in any
manner, as they find this underlying argument abhorrent and contrary to the
interests of the individuals and putative class members.
8. As an initial matter, I must respond to Interim Counsel’s attack on my
ability to serve as Liaison Counsel. In its Motion, Interim Counsel cite a quote by
me during the February 20, 2018 Status Conference, in which I mistakenly
represented to the Court that the Order concerning adoption of the master
complaint and filing of short form complaints was previously served on “all”
individual plaintiffs’ counsel prior to the Status Conference. I was under the
impression that the Order had been served on “all” individual plaintiffs’ counsel,
but in fact had been served of “some” of the individual counsel. As a result of the
issue being brought to the Court’s attention by Herb Sanders, Esq., steps were
immediately taken to correct this problem.3
2
One must wonder why Interim Counsel would even have standing to bring this application
rather than the actual allegedly aggrieved individual law firms.
3
At the conclusion of the February 20, 2018 hearing, I spoke with Mr. Sanders who brought
the issue to the Court and the Court’s Clerk, Mr. Taylor. As part of that conversation, Mr. Taylor
and I discussed the deficiencies of the Pacer ECF system in a mass tort case of this nature, where
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 4 of 35 Pg ID 14141

33. 4
9. By way of background, the instant Motion was threatened on multiple
occasions, and only filed once it was clear that I would not agree to the following
demands made by Interim Counsel:4
a. Co-Liaison Counsel support a time and expense order that places all
authority in the hands of Interim Counsel;
b. Co-Liaison Counsel immediately stop soliciting and signing up new
clients in Flint;
c. Co-Liaison Counsel agree to a common benefit fee allocation to Interim
Counsel where Interim Counsel are guaranteed 80% of any common
benefit fee;
d. Co-Liaison Counsel agree to a common benefit fee assessment that will
apply to all individual lawyers in an amount of 10% gross free, which
equates to 1/3 of a 1/3 fee contract;
e. Co-Liaison Counsel agree that Interim Counsel exclusively allocate, and
Mr. Leopold’s firm Cohen Milstein Sellers & Toll manage, all shared
an MDL master docket number is not assigned, and the fact that it is extremely difficult to track
new filings. Because of this conversation, Mr. Taylor kindly offered to provide a list of filed
Flint Water cases with docket numbers, which allowed Co-Liaison Counsel to identify all filed
cases and associated counsel. This new system has allowed Co-Liaison Counsel to track and
issue regular notices to “all” counsel, rather than just to those who have identified themselves to
Co-Liaison Counsel. Immediately after the February 20 Status Conference, Co-Liaison Counsel
served copies of all filings including the short form complaint order on individual plaintiffs’
counsel. See Email from Patrick Lanciotti to Plaintiffs’ Individual Counsel dated February 21,
2018, attached hereto as Exhibit 1.
4
These demands were made verbally and to various extents documented in email
communications attached for the Court’s consideration.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 5 of 35 Pg ID 14142

34. 5
work assignments without any ability for Co-Liaison input or auditing;
and
f. Acceptance of the above conditions or Interim Counsel would oppose
any time and expense order that included a place holder for a possible
future assessment determined by the Court based upon lodestar and a
lodestar check.
10. As will be shown more fully below, this dispute derives from my
refusal to accept Interim Counsel’s power play based on a plan to accumulate fees,
and the resulting anger caused when Co-Liaison Counsel refused to accede to
Interim Counsel’s demand. Messrs. Leopold and Pitt made repeated threats that if
Co-Liaison Counsel refused to accept their demands, they would seek to have me
removed from the court-appointed position on ethical grounds. Interim Counsel fail
to understand that Co-Liaison Counsel have a duty to protect the clients they
represent both individually, and in a representative capacity, and accordingly,
cannot submit to Interim Counsel’s demands.
11. Furthermore, I have the full support of Co-Liaison Counsel, Corey
Stern, and the individual lawyers with cases on file in the Flint Water Litigation,
who similarly believe that the demands of Interim Counsel are both unreasonable
and unethical.
Mass Tort and Class Action Time and Expense
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 6 of 35 Pg ID 14143

35. 6
12. This Court, with the full support of Co-Liaison Counsel and Interim
Counsel, and without objection from any other FWC lawyers, appointed me5
to the
Co-Liaison position with the responsibilities and duties delineated in the order of
appointment. ECF No. 234. From the outset, Interim Counsel has failed to
recognize that the duties and responsibilities section of the order also applies to
them.
13. Although this has caused some friction over the last 8 months between
Interim Counsel and Co-Liaison Counsel, most disputes were amicably resolved.
However, Interim Counsel have refused to meaningfully collaborate on the issue of
tracking and allocation of “common benefit” or “shared time,” which obviously
impact their fees.
14. I have been deeply involved in trying to resolve disputes that surface
at the conclusion of various litigations where claims were brought before the court
over improper time and expense submissions and procedures. Because of my past
experience in various mass torts and class actions, I recognized and became
concerned by what Interim Counsel were trying to accomplish. I promptly voiced
my concern.
5
I will not reiterate my experience as that was fully outlined in the leadership petitions, but
will add that since this Court’s appointment, I have been appointed to the Plaintiffs’ Executive
Committee in the largest mass tort in the history of multi-district litigation, In re: National
Prescription Opiate Litigation, MDL # 2804. MDL 2804. This is one of the most highly coveted
leadership positions in both class action and mass torts in the history of multi-district litigations.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 7 of 35 Pg ID 14144

36. 7
15. I stressed to Interim Counsel that after the Court made the leadership
appointments, Interim Counsel and Co-Liaison Counsel had an obligation to be
transparent and act with the highest integrity as it relates to time and expense and
not thrust disputes on the Court at the conclusion of the litigation. This simple
request, something that is followed now in virtually every mass tort or class action,
revealed the following that Interim Counsel hid prior to their appointment:
a. Interim Counsel had entered secret side-fee deals;
b. Interim Counsel had agreements to assign work exclusively to those
firms they had fee deals with; and
c. Interim Counsel had no intention of allowing Co-Liaison Counsel or
any third-party to audit or even be privy to the time and expenses they
were assigning and accumulating.
16. However, what I didn’t know was that when I raised this issue with
Interim Counsel, I was in fact uncovering something even more disturbing, i.e., a
plan to coerce Co-Liaison Counsel to support a pre-ordained decision on common
benefit fees that Interim Counsel had already secretly worked out. I made it clear
that this approach was contrary to everything I have championed during decades of
work in court-appointed leadership positions of responsibility in class actions and
mass torts.
Timeline Related to Time and Expense Order and Fallout Between
Interim Counsel and Co-Liaison Counsel
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 8 of 35 Pg ID 14145

37. 8
17. In July 2017, I first brought the issue of entering a formal time and
expense order to the attention of Interim Counsel. Co-Liaison Counsel6
believed
that a formal order was necessary given the multitude of law firms filing Flint
water cases and the number of firms lining up to participate in common benefit
work. Moreover, Co-Liaison Counsel were advised that members of the Interim
Counsel team7
and members of the PEC were sending teams of people out on the
streets of Flint in an ill-advised plan to map the lead poisoning in Flint, for the sole
purpose of accruing lodestar hours. Not only did the “mapping” project lack any
scientific rigor, it will ultimately be useless for litigation purposes.
18. To Co-Liaison Counsel’s surprise, it became clear that this effort was
nothing more than a door-to-door approach to solicit clients for Mr. Pitt and the
“Flint Water Class Action Legal Team,” a practice that is in violation of Michigan
Rule of Professional Conduct 7.3, which prohibits direct solicitation. Even more
troubling was that these “mappers” were directly soliciting residents already
6
Although no appointments had yet been made for these positions, Michael Pitt, Ted
Leopold, Corey Stern, and I were acting as de facto leaders in the litigation trying to advance
mediation. It was during these efforts that the issue of unnecessary work for the common benefit
was being undertaken with no guidelines and lead by Mr. Pitt and Mr. Leopold with no input
from Mr. Stern or me.
7
The bands of solicitors were led by Co-Lead Counsel Michael Pitt and Pitt McGehee
Palmer & Rivers, P.C.; Goodman & Hurwitz, P.C.; Trachelle Young & Assoc.; Law Offices of
Deborah LaBelle; Milberg LLP; and Weitz & Luxenberg, P.C. (collectively the “Flint Water
Class Action Legal Team”).
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 9 of 35 Pg ID 14146

38. 9
represented by other law firms, including Napoli Shkolnik PLLC and Levy
Konigsberg LLP, Co-Liaison Corey Stern’s law firm.
19. I immediately made my objection known to Interim Counsel and
advised that personal solicitation of clients could not be deemed authorized FWC
common benefit or shared work. Moreover, Co-Liaison Counsel would bring this
type of conduct to the court’s attention when a time and expense order was entered
and audit rules were put in place.
20. In mid-July, following my initial objection, Interim Counsel Mr.
Leopold asked that I provide a draft of a time and expense common benefit order. I
agreed to his request and provided a rough draft for his consideration. This rough
draft was drawn directly from the Time and Expense Order entered in In Re: Actos
Product Liability Litigation by Judge Rebecca F. Doroty.
21. As I advised Mr. Leopold, Judge Doroty’s order included a procedure
whereby a special master was assigned to periodically review time and expense
submissions. This process has been hailed by many as a model example of how a
mass tort time and expense project can be organized in a fair and open manner and
prevents placing the court in the difficult position of having to deal with common
benefit disputes at the end of the case.
22. Throughout the summer of 2017, Mr. Leopold and I repeatedly
inquired about the draft time-and-expense order I had circulated. The attorneys
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 10 of 35 Pg ID 14147

39. 10
also discussed the continued “mapping” efforts being undertaken by Mr. Pitt,
which Co-Liaison Counsel did not support. During much of these discussions, I
was advised that the draft time and expense order was under review by the PEC
team “and others,” and that although they were having some issues with the
language, the process was moving forward.
23. In September 2017, Co-Liaison Counsel received more reports that
Flint residents were still being solicited by the “mappers” employed by Mr. Pitt
and the Flint Water Class Action Legal Team. Furthermore, other supposed
common benefit projects were being assigned, performed, and controlled by Mr.
Pitt and Mr. Leopold without seeking any input from Co-Liaison Counsel.
Accordingly, I requested with more urgency that Mr. Leopold return the draft time-
and-expense order.
24. At that time, Mr. Leopold stated that the rough draft I had circulated
two months prior needed significant additional work. On September 15, 2017, and
in response to Mr. Leopold’s request, I sent a revised draft of the proposed time
and expense order. See Email from Hunter Shkolnik to Theodore Leopold dated
September 15, 2017, attached hereto as Exhibit 2.
25. The following weeks brought more inaction from Interim Counsel on
the issue of a draft order. When I requested a status update, Mr. Leopold stated that
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 11 of 35 Pg ID 14148

40. 11
Mr. Paul Novak of Weitz & Luxenberg PC, a member of the PEC, was reviewing
the September 15 draft.
26. On November 1, 2017, five months after the appointment of Mr.
Leopold and Mr. Pitt as Interim Counsel, I again urged Interim Counsel to finalize
a time-and-expense order. On November 17, 2017, apparently rejecting the
proposed approach of entering a formal time-and-expense order by this Court to
oversee the conduct of the parties, Mr. Leopold unexpectedly sent an e-mail
demanding that all time-and-expense submissions go through him and his office,
Cohen Milstein. See Email from Theodore Leopold dated November 17, 2017,
attached hereto as Exhibit 3.
27. This attempt to keep the time-and-expense accounting secreted away
was immediately objected to by both Co-Liaison Counsel. I was surprised and
disappointed that Mr. Leopold had abandoned four-months of discussion
concerning a formal time-and-expense order.8
28. In response, Mr. Leopold instructed me that if his recommendation to
control all common benefit submissions by his office was not acceptable, then Co-
Liaison Counsel should file their own proposal with the Court. I was troubled with
Interim Counsel’s pivot concerning the time-and-expense order. By neglecting to
8
I argued that Plaintiffs’ leadership must [follow “[rigorously] and maintain the highest
degree of integrity” throughout the common benefit process, and that it was necessary to have a
formal order and a third-party to oversee the ongoing time and expense submissions as well as an
audit procedure with ongoing court oversight in order to ensure transparency and fairness for all
concerned.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 12 of 35 Pg ID 14149

41. 12
enter a formal time-and-expense order, Interim Counsel was attempting to keep its
common benefit work a secret, a practice which is rarely employed in the class
action and mass tort arena, and one to which I have historically taken exception.
Given Co-Liaison Counsel’s obligations to the people of Flint and this Court, Mr.
Stern and I were unwilling to be participants in such a questionable process.
29. At the same time Mr. Leopold demanded I submit time and expenses
solely to Cohen Milstein, Mr. Leopold unilaterally, and without any Court
authority, also attempted to force upon Co-Liaison Counsel his predetermined
hourly rates for common benefit work. Again, both Mr. Stern and I objected,
stating that the determination of hourly rates was an issue for the Court and should
not be decided privately by the attorneys. For the following 60 days, the attorneys
continued the meet-and-confer process to avoid bringing this dispute before the
Court. At Mr. Leopold’s request, Co-Liaison Counsel agreed not to file a proposed
order, and Mr. Leopold offered assurances that the differences between Interim
Counsel and Co-Liaison Counsel could be resolved.
30. In early January 2018, I renewed Co-Liaison Counsel’s request that
Interim Counsel enter a formal time-and-expense order. At this point, Mr. Pitt and
his law firm were still dispatching teams of individuals by foot to map the City of
Flint for common benefit work. It was being reported that Mr. Pitt’s team(s) were
simultaneously going door-to-door retaining residents, including clients who had
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 13 of 35 Pg ID 14150

42. 13
previously retained Napoli Shkolnik, Levy Konigsberg, and other law firms
representing individual personal injury cases. It became known that Mr. Pitt and
the Flint Water Class Action Legal Team were also soliciting clients by mailing
“class action update news letters” as Interim Counsel.
31. Interim Counsel’s dishonest grab for attorney’s fees culminated in an
ultimatum issued on January 17, 2018, in which Mr. Leopold stated that unless Co-
Liaison Counsel agreed to several conditions, Interim Counsel would not enter a
time-and-expense order. These conditions included the following, among others:
a. Co-Liaison Counsel agree not to solicit and sign up any more clients;
b. Co-Liaison Counsel agree that 80% of any common benefit fees are
distributed directly to Co-Lead; and
c. Co-Lead receive 1/3 of all attorney’s fees received from individual
personal injury cases.
32. In response, on January 19, 2018, Co-Liaison Counsel rejected
Interim Counsel’s proposal as highly unethical and condemned their conduct.
Interim Counsel’s response to Co-Liaison Counsel’s refusal to agree to their terms
was a threat that they would charge me with ethical violations and seek to remove
me from my role as Liaison Counsel.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 14 of 35 Pg ID 14151

43. 14
33. It is clear that the issue of removing the undersigned as Co-Liaison
Counsel arose from the simple fact that I refused to accept the following terms
proposed by Interim Counsel:
a. that Co-Liaison Counsel, as well as all other plaintiff firms filing
individual claims, stop signing new clients;
b. secrecy in the common benefit procedures, which could allow Interim
Counsel to continue to hide unauthorized work and bill that work as a
common benefit to the detriment of the putative class;
c. accept without objection side deals that were not disclosed to the
Court when Interim Counsel submitted applications for appointment
for leadership and the PEC and when Cohen Milstein and Susman
Godfrey LLP split common benefit fees equally without any regard
for lodestar;
d. agree that Interim Counsel had the right to assign all common benefit
work with no input from Co-Liaison Counsel;
e. accept without objection that the “Flint Class Action Legal Team”
may engage in fee splitting arrangements regarding common benefit
fees, regardless of lodestar and which were not disclosed to the Court
when Co- Interim Counsel submitted applications for appointment for
leadership and the PEC;
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 15 of 35 Pg ID 14152

44. 15
f. not disclose to the Court that Interim Counsel and members of the
PEC submitted papers to the Court affirming that they could
financially contribute to the common fund, and after appointment,
these individuals advised leadership that they could no longer meet
those financial obligations, despite retaining their leadership status;
and
g. not disclose to the Court that Interim Counsel were negotiating secret
arrangements to further split common benefit fees in return for
agreements to fund other members contributions.
34. After I refused to capitulate to their demands, Interim Counsel for the
first time voiced concerns over the fact that Napoli Shkolnik was still signing up
new clients in Flint and that the firm was going to participate in a town hall
meeting.
The February 18, 2018 Town Hall Meeting
35. There was a growing concern in the Flint community that the people
of Flint and the water crisis had been forgotten.9
The growing sentiment of
abandonment in the community was voiced by both clients and local politicians.
What was once an endless parade of politicians, celebrities, news trucks, and
9
Phillip Lewis, Don’t Forget About Flint, HUFFINGTON POST,
https://www.huffingtonpost.com/entry/opinion-lewis-flint-needs-help_us_5aa 7b857e4b087
e5aaedb962 (last visited Mar. 26, 2018).
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 16 of 35 Pg ID 14153

45. 16
lawyers holding town hall meetings, had now disappeared. Community leaders had
questions and wanted answers and information. In this regard, Napoli Shkolnik
reached out to local community leaders and churches and agreed to hold a town
hall informational meeting.
36. This outreach was well received, and various churches asked that I
attend their Sunday services to give updates on the pending Flint Water lawsuits.
Ultimately, it became impossible to attend every church that had expressed
interest. It was determined that a single event should be held at the Metropolitan
Baptist Tabernacle by invitation of Reverend Dr. Herbert Miller, II and include
award-winning actor and social justice activist Hill Harper.
37. Harper has been very active in the Flint community since the water
contamination issues were made public. Napoli Shkolnik, along with Hill Harper,
agreed to hold a town hall meeting following Reverend Miller’s services. Reverend
Miller also invited congregants from neighboring churches to attend.
38. At Reverend Miller’s request, lunch was served after his service since
congregants typically leave the service and go straight to lunch. Reverend Miller
wanted to make sure that his congregation stayed at the church so that they could
ask questions and learn about what was going on with the lawsuits.
39. Notices of the event were published locally, and the word got out that
Reverend Miller was hosting an informational meeting with a law firm and Harper,
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 17 of 35 Pg ID 14154

46. 17
and that all were welcome to attend. Pastors from other churches encouraged their
congregants to visit Metropolitan Baptist Tabernacle for the event.10
As a result of
the outpouring of inquiries that were received during the days leading up to the
event, it was believed that the town hall meeting was going to be, and in fact was,
one of the most highly attended informational events since the crisis broke. The
simple reason for the outpouring of support and overwhelming attendance at the
town hall meeting was because of the dearth of information being disseminated in
the community and the lack of understanding by the citizens of what their rights
were.
40. Attached as Exhibit F to Co-Liaison Counsel’s Opposition to Interim
Co-Lead Class Counsel’s Motion for Replacement of Co-Liaison Counsel is a copy
of a transcript of the February 18, 2018 meeting held at the Metropolitan Baptist
Tabernacle. The following are relevant verbatim quotes of the undersigned during
the event in response to Interim Counsel’s Motion. As the Court will see, contrary
to the false assertions of Interim Counsel in support of their motion,11
the
undersigned’s conduct comported with all ethical standards:
10
Although I am not familiar with the interplay among the two churches, I have been told
this was a highly unusual occurrence, as it is rare for one pastor to suggest that his congregants
attend a meeting at another church in the community, especially following Sunday mass.
11
In fact, Trachelle Young, a member of Mr. Pitt’s legal team, directly refuted them. Ms.
Young was in attendance at the February 18, 2018 meeting and complemented me on how
professionally my firm and I handled the meeting.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 18 of 35 Pg ID 14155

47. 18
Hill Harper: Good afternoon. Come on [inaudible 00:03:54] Good afternoon.
This is an honor and a privilege for me to be here. I’m going to
speak very briefly before we begin this panel. Being here is so
very important to me for a number of reasons. Two years ago,
February 28th 2016, I was asked by a group of Hollywood folk
to come to Flint, to do a Justice For Flint thing.
Hill Harper: I came here and myself and [inaudible 00:04:32] Black Panther,
Jessie Williams, a number of other folks, and we did an event.
The most important aspect of that event to me was meeting so
many individuals in and around the event from Flint who said
to me, "I've read your books, I know that you're an activist, but
we've noticed a trend. The trend is that people will come to
Flint, do something, make themselves feel good about what
they did, and then we never see them again. Particularly, if the
national media's not here, but they still have their photo saying,
'Justice for Flint', on Instagram."
Hill Harper: They said, "Please stick with us through this." I said, "I'm with
you. You call me when you need me to come. They called me
recently, they said, "We need you here." I said, "What's going
on?" They said, "First of all, there is an issue around this class
action suit. There's so much misinformation. So many people
are mistrustful of what's happening and we don't know what to
do, don't know who to believe, we don't know what to trust. We
don't even know if we're eligible to sign up, or should we sign
up, or how should we ... ?"
Hill Harper: I said, "We're going to have to clear all this up." What I want
this to be is an extremely transparent conversation. We've
brought experts from the legal field to have a conversation with
you, and there's something that I believe very deeply. One of
my favorite quotes from Dr. King, Dr. King said, "We're all tied
together on a single garment of mutual destiny." Say destiny for
me, one, two, three.
****************************************
Hunter Shkolnik: Thank you very much, and we really appreciate the warm
welcome everyone has had for us here. We hear these phrases,
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 19 of 35 Pg ID 14156

48. 19
class action, mass tort action, mass actions. The bottom line is,
these are all lawsuits. Lawsuits being brought against someone
who did something wrong to the community.
Hunter Shkolnik: When it's a class action you have a handful of people, a couple
of people who say they're representing all of you. They're
representing all of you for those injuries, and they can rightfully
represent you in that lawsuit.
**********************
Hunter Shkolnik: What each one of you, whether you own a business, whether
you own a home, whether you're over 50 like some of us maybe
up here, under 50, whether you're children, you have injuries to
be brought on your own behalf. When you hear about, "Don't
bring it, we've got a class action protecting you," remember you
have your own case. Here in Flint you all were exposed to the
bad water that caused the pipes to degrade and poisoned you in
your homes. Each one of you has your own right.
**********************
Audience: I've got a question. I want to understand something, to know if
I'm right or wrong. From what I understand, the lead law group
which signs up the most people will pull out about $35 million
out of it or more, and then everybody else down under that
would get something out of that?
Hunter Shkolnik: There are lawyers that are appointed lead council in a class
action. [crosstalk 00:39:54]
Audience: Okay, are you that firm?
Hunter Shkolnik: I'm not a class action guy. I represent individual people. Myself
and another lawyer were appointed by Judge Levy to represent
all the individuals. She said two lawyers for the individuals,
two lawyers for the class. I'm not a class lawyer.
Audience: The people that sign up the most, the biggest of the group have
the majority of it, and what's left over down there, we get?
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 20 of 35 Pg ID 14157

49. 20
Hunter Shkolnik: No, no. That's not the way it works. When you represent
individuals, individual lawyers have their individual fees. If the
class action lawyers say, "We're going to settle and we have a
handful of representative claimants, and we're going to
represent all of you as the class representatives." Those lawyers
will take a class fee. That's what they will do on a class case.
Hunter Shkolnik: As individuals, you're entitled to your own lawyer and you pay
your lawyer the fee that you negotiate [crosstalk 00:40:51]-
Audience: What you're saying under that, if everybody here decides to
sign with you, a judge is going to hear everybody's case in this
room?
Hunter Shkolnik: Each case is individual and you will have the opportunity at
some point to decide, "Is this acceptable to me if there's a
settlement offer, or do I proceed on my case to trial?" It's
always your decision. With a class action it's the people, the
lawyers who are making a determination. They have a few
people that are representing them saying they're representing
the whole.
Hunter Shkolnik: Here, we represent the individual and you have your own voice.
Each has their own voice and our fee comes from you, not from
anywhere else.
*********************************
Audience: Can I say something? To God give glory. Good morning
everybody. This is the day the Lord has made [inaudible
00:50:39] I just want to say, I already have a lawyer, individual
lawyer from Detroit so I don't need this, but I'm telling you that
water got my [inaudible 00:50:55] with cancer and rashes, and
everything from that water, because [inaudible 00:51:04] who
gave the order needs to go to jail and I don't know why he
hasn't been to jail yet. [inaudible 00:51:11] do go to jail. I'm
sick and tired of this doggone poison water.
Hunter Shkolnik: I just want to say-
Hill Harper: Hold the mic up to your mouth, Hunter.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 21 of 35 Pg ID 14158

50. 21
Hunter Shkolnik: What is very important is that you do have a lawyer, and when
you said that, I have to say you're better than 85% of the people
in your community, and you did do that, and that is the
important thing. Of those 85% that are here in this room who do
not have lawyers, you need them because that's the only way
we're going to keep their feet to the fire. We go in there with
85,000 plaintiffs, 50,000 plaintiffs, they can't say, "Here's a
small little settlement, go away." They're going to have to hear
from 85%, not 15% in my opinion. I think what you did is
absolutely correct, you got a lawyer, and they're going to move
for you.
*********************************
Audience: I just have my question for the attorneys regarding this right
here. [inaudible 00:52:58] thinks that this is a New York
contract, so how does that affect the people in Michigan, when
it's basically talking about New York and New York laws?
Hill Harper: She's referring to the retainer agreement that's here. How does
this work?
Hunter Shkolnik: Just so it's clear, when we represent people in Michigan we're
bound by the rules of Michigan in proceeding with the case.
We're bringing these cases into federal court here that's down in
Ann Arbor. We have to adhere to the rules of that federal court
as well. If the regulations or the laws say that the fee is 1/3 and
that the costs off the top of it or off the bottom part of the case,
we have to follow that. If it's different in New York that's what
happens. [crosstalk 00:53:42]
Audience: [inaudible 00:53:45] beginning and at the end it talks about
New York. It doesn't mention Michigan at all.
Hunter Shkolnik: The case is brought here in Michigan and it is bound by the
laws of Michigan. That's the way that-
Hill Harper: What she's asking is that if you read the retainer agreement,
since that installment is a New York-based law firm, their
retainer agreement is for retaining their law firm. Correct me if
I'm wrong on this. I'm trying to put my Harvard Law School to
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 22 of 35 Pg ID 14159

51. 22
use right now. Since they're a New York-based firm your
retainer agreement is with that firm, but that has nothing to do
with the ... they have to use the laws of the state of Michigan. In
other words, you're not going to be applying New York State
law to this case.
Hunter Shkolnik: Just so it's clear, if you're deciding to sign one of those retainers
and you have your pen there, you could just cross out New
York and put Michigan in there and it'll be the same thing,
because we're bound by the laws of this state and we're going to
honor the laws of this state. It would do the same thing if you
just scratch it out and say New York. We're going to be bound
no matter what.
********************************
Audience: Thank you. It's my understanding that under the mass lawsuit,
the individuals in that might get different amounts of money
based on the damages to them. I'm wondering if that's true, and
can they also be a party to both the mass lawsuit and a class
action lawsuit?
Hunter Shkolnik: Everybody's damages are going to be assessed as individuals.
Whether it's you proceeding alone from here to trial, regardless
of what everybody else does, or whether eventually there's a
settlement that tries to categorize and put people in different
boxes as a [inaudible 00:58:34].
Hunter Shkolnik: If you had cancer they may give you one number. If you had
skin rashes then they may give you another. If you have
property damage they may give you another. What we advocate
all the time is there may be a resolution and it may come from
the class, or it may come from the mass, that creates boxes.
What we advocate is you always have the decision and the right
to say, "No, I don't fit in that box. I want to keep going." That's
what we're [inaudible 00:59:06].
41. After Reverend Miller and Councilman Eric Mays closed out the
meeting with a prayer, they announced that there were representatives present who
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 23 of 35 Pg ID 14160

52. 23
could answer the congregants’ personal questions. Additionally, contracts were
made available to any attendee who wanted to retain the law firm. It was made
clear that the agreement was only for those who had not already retained a lawyer
to represent them for their Flint water case.
42. Following the meeting, congregants and attendees were given the
opportunity to speak to lawyers and paralegals, as well as all of the speakers.
Informational packets were made available on tables for anyone to take if they
wished. If anyone had questions either about the packets or the topics discussed,
we tried our best to respond to all inquiries. Some congregants and attendees took
packets home to review, some did not. Some attendees stayed and spoke to the
lawyers, and some did not. Many of the people expressed gratitude for us coming
and speaking to them, some just left to get home to their families.
43. The town hall meeting approach is the very same procedure that was
employed by Mr. Pitt and many other lawyers who have come to Flint to help the
community with this litigation. I do not agree with Interim Counsel that there is
anything unethical or improper in holding such informational meetings for the
public. Indeed, Mr. Pitt and the Flint Water Class Action Legal Team held many
such meetings early in the litigation, but apparently decided to abandon these
efforts. Once Mr. Pitt was appointed Interim Counsel, he no longer felt it necessary
to retain individual clients, choosing instead to pursue class claims. This is
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 24 of 35 Pg ID 14161

53. 24
certainly his, and the Flint Water Class Action Legal Team’s right, but it does not
prevent other lawyers from taking a different approach.
44. Here, again, lies a fundamental difference between Interim Counsel
and Co-Liaison Counsel. The latter believe they should represent the families of
Flint individually, and not through a class model. These claims are personal in
nature and are most likely not amenable to class resolution. This disagreement over
the class approach versus the individual lawsuit approach came to a head when
Interim Counsel recognized that thousands of individuals were retaining Napoli
Shkolnik and other law firms, which Interim Counsel perceived to be diminishing
their class claims.
45. Further, Interim Counsel allege that “[I] overreached with regard to
….statements” made during the meeting and seem to suggest I used my Co-Liaison
Position in some improper manner. What is most troubling is that I have not
engaged in such conduct and I note that Interim Counsel through its Flint Water
Team “Dear Class Member” communications have engaged in the very conduct
they now fault me for allegedly doing. In those communications, which they are
posting on a public website and through direct mailings, identify themselves as
“class counsel” and outline the status of settlement negotiations. In those same
communications they suggest readers contact their offices for representation.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 25 of 35 Pg ID 14162

54. 25
Likewise, I have reviewed multiple examples of Interim Counsel advertising their
positions in what appear to be efforts to retain clients.
46. Unfortunately, what started out as a very congenial and supportive
group between class and individual lawyers, has since devolved into an unseemly
attack upon the undersigned because of Interim Counsel’s campaign to garner
attorney’s fees through unauthorized common benefit work, efforts to tax
individual cases to which they had no lawful claim, and Interim Counsel concern
that the class size was dwindling as a result of clients retaining law firms to pursue
their individual claims. Unfortunately, it is now clear that Interim Counsel has
prioritized their fees over the putative class they have a fiduciary duty to faithfully
represent. They have repeatedly departed from their duties as class counsel, and
have failed the class, a community of individuals who have been wronged by those
in power for far too long.
Dated: April 9, 2018
/s/ Hunter J. Shkolnik
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 26 of 35 Pg ID 14163

55. EXHIBIT 1
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 27 of 35 Pg ID 14164

56. From:
to:
Cc:
Bcc:
Patr¡ck Lanciotti
Hunter Shkolnik; Stern. Corev
Patrìck Lânc¡otti
sfetcher@thefletcherlawf¡rmpllc.com; þe5þWpç@SÐ{Lg@; hfl¡ly@ige$.lel; !ggg!89!-@ldfJe!59!!i9¡496;
sliddletômlclassaction.com; d¡¡¿id.Sb9A@SaddAgJAIû; Sbl&ke@Þ!&ßepllg54n; nick.szokolytômurohvfalcon.com;
Val(òvlwleoal.com; vinsonecf.rcclawgloup@omail.com; iP.blake@lm.alpinelc.f.0lU
mlmcaloine(ômcaloinelawfìrm.com; tpeters(ômcalpineDc.com; atschnatz@mcalpineÞc.com;
booodman@goodmanhun¡ritz.com; i@; @;
deblabelle@aol.com; !!!piE@!i$l4pc,.cao; þIlvets@plltrlaglg!@; jlms&yes@$!3süAoi5¡g.;
shart@hmeleoal.com; dbaÉ@gnddi!¡au¡er¡on; üI¡clAuChlin'@hlnelega1,spn; iptigl@bnfJeCaL@n;
jpriO@hmgJeg¡kgm; lilliandiallo@sbcolobal.net; þ9l!¡4ff¡5@39[99¡tr; eberpzofskv@eÞlaWlc.com;
mcuker@wcbleoal.com; g.fieCelf@8ÊgeflÞl4.CoE; h{eCl¡I¿@¡eSÊdAW,@E; doion4(ôweiÞlux.com;
cmccehee(ônittlawoc.com; !¡AVAk@¡ô¿eilZtlX.ç.Am; brivers(ôDittlawôc.com; aIldIeW@aþ9Afll¡$¿.gOEI;
ostamatoooulostôweiÞlux.com; bjmckeentiÐmckeenassociates'com; ¡¡lÞ9¡¡-@þE!il!p.co¡l;
tbincmân@tbinomanlaw.com; jþta3ddus@eiE¡ux,sqE; EEBEIZ@EGANI¿G,çQM;
icarÈv(omckeenassociates.com; ckern(ôbernrìoka.com; cvnthia(ôcmlindsevlaw.com; ÊIedIeI.@gxç9þlêw,ggm;
rshãióobernllo.com; cveroara@mckeenassociates.com; jsawi!-@sagidas¡¿el5{a6; sw@wílliamspllc.com;
notificationslôoliverlg.com
FWC - message re shott form complaint deadline
Wednesday, February 2t 2018 l:17:00 PM
Master Amended Comolaint - Stamoed.pdf
Flint Federal Indìvidual Shott Form Comolaint (anoroved).doo<
Sirls v. LAN. 17-10342 short form comDlaint Stamped.ödf
Sirls v. l-AN, 17-10342 Short Form Exhibit A stamoed'Ddf
Subject:
Date:
Attachments¡
Counsel,
I write on behalf of Co-Liaison Counsel Hunter Shkolnik and Corey Stern. Please allow this message
to serve as a reminder that pursuant to Judge Levy's Order dated JanuarY 23,2018, current
individual non-class action plaintiffs must file their short form complaints by February 22, 2018 (ECF
No. 347, llfl 1-3). Attached please find a file stamped copy of the master complaint and approved
short form. l've also attached the stamped short form Liaison Counselfiled in Sirls for reference.
Regards,
Patrick
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 28 of 35 Pg ID 14165

57. EXHIBIT 2
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 29 of 35 Pg ID 14166

58. 1
Hunter Shkolnik
From: Theodore Leopold <tleopold@cohenmilstein.com>
Sent: Friday, September 15, 2017 5:51 PM
To: Hunter Shkolnik; Emmy Levens
Cc: Paul Napoli; Patrick Lanciotti
Subject: RE: 09-15-2017 - Flint Water Common Benefit Draft
We won’t shoot you………………..yet 
Theodore Leopold
Partner
Cohen Milstein Sellers & Toll PLLC
2925 PGA Boulevard | Suite 200
Palm Beach Gardens, FL 33410
phone 561.515.1400
fax 561.515.1401
website | map
Powerful Advocates. Meaningful Results.
This e‐mail was sent from Cohen Milstein Sellers & Toll PLLC. It may contain information that is privileged and confidential. If you suspect that you were not intended
to receive it, please delete it and notify us as soon as possible.
From: Hunter Shkolnik [mailto:Hunter@NapoliLaw.com]
Sent: Friday, September 15, 2017 1:47 PM
To: Emmy Levens; Theodore Leopold
Cc: Paul Napoli; Patrick Lanciotti
Subject: 09-15-2017 - Flint Water Common Benefit Draft
Importance: High
Here is my initial draft. Please do not shoot messenger. I tried to tailor it but I might have missed things so it’s a
document to be worked with
Hunter Shkolnik
Partner
(212) 397-1000 Ext. 2007 | Hunter@NapoliLaw.com
360 Lexington Avenue, Eleventh Floor, New York, NY 10017
MISSION STATEMENT
Our mission is to help families cope with their loss by compassionately caring for their legal needs. We attentively persist to
achieve the best possible outcome for our clients and provide unparalleled level of service. We accomplish this by fostering a
confident client focused work environment of motivated employees where cooperation thrives and innovation is rewarded.
Notice: This communication, including attachments, may contain information that is confidential and protected by the
attorney/client or other privileges. It constitutes non-public information intended to be conveyed only to the designated
recipient(s). If the reader or recipient of this communication is not the intended recipient, an employee or agent of the
intended recipient who is responsible for delivering it to the intended recipient, or you believe that you have received this
communication in error, please notify the sender immediately by return e-mail and promptly delete this e-mail, including
attachments without reading or saving them in any manner. The unauthorized use, dissemination, distribution, or
reproduction of this e-mail including attachments, is prohibited and may be unlawful. Receipt by anyone other than the
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 30 of 35 Pg ID 14167

59. 2
intended recipient(s) is not a waiver of any attorney/client or other privilege.
This e-mail and all other electronic (including voice) communications from the sender's firm are for informational purposes
only. No such communication is intended by the sender to constitute either an electronic record or an electronic signature, or
to constitute any agreement by the sender to conduct a transaction by electronic means. Any such intention or agreement is
hereby expressly disclaimed unless otherwise specifically indicated.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 31 of 35 Pg ID 14168

60. EXHIBIT 3
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 32 of 35 Pg ID 14169

61. 1
Hunter Shkolnik
From: Hunter Shkolnik
Sent: Friday, November 17, 2017 12:13 PM
To: Theodore Leopold; Novak, Paul
Cc: mpitt@pittlawpc.com; Stern, Corey
Subject: RE: flint--: time and expense letter
Ted
Mike was on the email I sent so not needed to add him I already did,
I think a call would be in order before we bring a discussion like this public but happy to do it either way. Why would you
want secrecy in the Cb reporting and not have an accounting firm?
h
From: Theodore Leopold [mailto:tleopold@cohenmilstein.com]
Sent: Friday, November 17, 2017 11:43 AM
To: Hunter Shkolnik <Hunter@NapoliLaw.com>; Novak, Paul <pnovak@weitzlux.com>
Cc: mpitt@pittlawpc.com; Stern, Corey <CStern@levylaw.com>
Subject: RE: flint--: time and expense letter
Appreciate it and I copied Mike. I am of the view that your incorrect but happy to speak about it and will do so with
Mike. I am struggling to understand how or why you or Corey are affected by this as liaison’s for the p.i. cases. Common
benefit fund covers the issues I believe your concerned about. Work / time kept on the class cases are for the those EC
members who are involved in the case cases and/or are given work by the co-leads in the class case. That said, if you
need or want to file something with Judge Levy, feel free to do so and perhaps that will bring all of these issues to a head
which may be good to do so we are all on the same page moving forward. I do appreciate you raising the issues.
Also, I should say that I sent the draft to you as a courtesy per your request and I thought it was pretty clear earlier this
morning that the only issue left was whether pleading form was an issue.
Theodore Leopold
Partner
Cohen Milstein Sellers & Toll PLLC
2925 PGA Boulevard | Suite 200
Palm Beach Gardens, FL 33410
phone 561.515.1400
fax 561.515.1401
website | map
Powerful Advocates. Meaningful Results.
This e-mail was sent from Cohen Milstein Sellers & Toll PLLC. It may contain information that is privileged and confidential. If you suspect that you were not intended
to receive it, please delete it and notify us as soon as possible.
From: Hunter Shkolnik [mailto:Hunter@NapoliLaw.com]
Sent: Friday, November 17, 2017 11:36 AM
To: Theodore Leopold; Novak, Paul
Cc: mpitt@pittlawpc.com; Stern, Corey
Subject: flint--: time and expense letter
Importance: High
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 33 of 35 Pg ID 14170

62. 2
Ted
I just got to my office was beginning my review of this document and saw this email pop up. I advised I would be
responding this morning and wish you would have waited. As I pointed out in my conversation and in text I find this
informal process ie a letter directive from your office to be inappropriate for time and expense reporting as it has no
authority or power to compel anyone to do anything. With all due respect, it really does not mean anything that Paul
thinks its ok. I can assure you this process will be receiving great scrutiny at some point and we cannot cut corners or do
things without following the highest standard of rigor and integrity. I think we should err on the side of formality and not
an informal letter process without court approval for this process. I will have no choice to object to this process if it is
implemented and ask that it be brought to the court on an urgent basis . Moreover, if there is an intent to assess
individual cases than this process should apply to all cases and not limited to work authorized by Interim Co-Lead
Counsel. The Cb order should also apply to work authorized by Co-Liaison. Lastly, time and expense should be submitted
to an agreed upon accounting firm who shall be required to give monthly reports to Co-Liaison and Interim Co-Leads.
I chose not to send it o the big group but if this is something you thing we should all discuss then I will include all.
Hunter
From: Theodore Leopold [mailto:tleopold@cohenmilstein.com]
Sent: Friday, November 17, 2017 11:16 AM
To: Novak, Paul <pnovak@weitzlux.com>; 'Jordan Connors' <jconnors@SusmanGodfrey.com>; Steve Morrissey
<smorrissey@susmangodfrey.com>; Peretz Bronstein <peretz@bgandg.com>; Esther Berezofsky
<eberezofsky@eblawllc.com>; 'tbingman@tbingmanlaw.com' <tbingman@tbingmanlaw.com>; Mark McAlpine
<mlmcalpine@mcalpinelawfirm.com>; 'jeblake@mcalpinelawfirm.com' <jeblake@mcalpinelawfirm.com>
Cc: Michael Pitt <mpitt@pittlawpc.com>; Jessica Weiner <jweiner@cohenmilstein.com>; Stern, Corey
<CStern@levylaw.com>; Hunter Shkolnik <Hunter@NapoliLaw.com>; Meg Hartnett <MHartnett@cohenmilstein.com>
Subject: FW: time and expense letter
All
Attached is the Time & Expense Report to be followed for the In Re Flint Consolidated Class Action. Please review and
should you have any questions let Mike or me know. Thank you
Ted
Theodore Leopold
Partner
Cohen Milstein Sellers & Toll PLLC
2925 PGA Boulevard | Suite 200
Palm Beach Gardens, FL 33410
phone 561.515.1400
fax 561.515.1401
website | map
Powerful Advocates. Meaningful Results.
This e-mail was sent from Cohen Milstein Sellers & Toll PLLC. It may contain information that is privileged and confidential. If you suspect that you were not intended
to receive it, please delete it and notify us as soon as possible.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 34 of 35 Pg ID 14171

63. 3
Hunter Shkolnik
Partner
(212) 397-1000 Ext. 2007 | Hunter@NapoliLaw.com
360 Lexington Avenue, Eleventh Floor, New York, NY 10017 | vCard
Our Mission Statement
Notice: This communication, including attachments, may contain information that is confidential and protected by the attorney/client or other privileges. It constitutes non-
public information intended to be conveyed only to the designated recipient(s). If the reader or recipient of this communication is not the intended recipient, an employee or
agent of the intended recipient who is responsible for delivering it to the intended recipient, or you believe that you have received this communication in error, please notify the
sender immediately by return e-mail and promptly delete this e-mail, including attachments without reading or saving them in any manner. The unauthorized use,
dissemination, distribution, or reproduction of this e-mail including attachments, is prohibited and may be unlawful. Receipt by anyone other than the intended recipient(s) is
not a waiver of any attorney/client or other privilege.
This e-mail and all other electronic (including voice) communications from the sender's firm are for informational purposes only. No such communication is intended by the
sender to constitute either an electronic record or an electronic signature, or to constitute any agreement by the sender to conduct a transaction by electronic means. Any
such intention or agreement is hereby expressly disclaimed unless otherwise specifically indicated.
5:16-cv-10444-JEL-MKM Doc # 444-2 Filed 04/09/18 Pg 35 of 35 Pg ID 14172

64. EXHIBIT B
5:16-cv-10444-JEL-MKM Doc # 444-3 Filed 04/09/18 Pg 1 of 19 Pg ID 14173

65. 1
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
Case No. 16-10444
Judge: Honorable Judith E. Levy
In re Flint Water Cases
Magistrate Judge:
Honorable Mona K. Majzoub
Expert Declaration of Maureen Carroll
I, Maureen Carroll, declare as follows:
I. Background
1. I am an Assistant Professor of Law at the University of Michigan Law School, where I
teach Civil Procedure and Complex Litigation. Before starting my current position, I was a
Visiting Assistant Professor and Bernard A. & Lenore S. Greenberg Law Review Fellow at the
UCLA School of Law, where I also taught Civil Procedure and Complex Civil Litigation.
2. I write about class actions, civil rights litigation, and the dynamics of the legal profession.
My scholarship has been published or is forthcoming in the Duke Law Journal, UCLA Law
Review, Boston University Law Review, Cardozo Law Review, and Temple Law Review.
3. I received a B.S.E. from Princeton University in 1998 and a J.D. from the UCLA School
of Law in 2009. After graduating from law school, I clerked for Judge Stephen Reinhardt of the
United States Court of Appeals for the Ninth Circuit, then represented class and organizational
plaintiffs in civil rights cases at Public Counsel Law Center in Los Angeles. A copy of my CV is
attached to this declaration as Exhibit A.
5:16-cv-10444-JEL-MKM Doc # 444-3 Filed 04/09/18 Pg 2 of 19 Pg ID 14174

66. 2
II. Request for Services and Opinion
4. I was asked by Co-Liaison Counsel, Hunter Shkolnik, to provide an opinion as to (i) what
concerns, if any, are raised by Interim Co-Lead Class Counsel’s representation of individual
clients in this matter (the Flint Water Litigation); (ii) whether ethical solicitation of members of a
putative class action is appropriate; (iii) whether retention of members of a putative class action
is appropriate; (iv) what concerns, if any, are raised by the “Update to Class Members”
documents disseminated by Interim Co-Lead Class Counsel; and (v) what concerns, if any, are
raised by the communications from Interim Co-Lead Class Counsel to Co-Liaison Counsel with
regard to compensation for common benefit work.
5. I am being compensated for my work in this matter. My compensation is based upon the
time I have spent in reviewing various documents, in researching and formulating my opinions,
and in drafting this declaration.
III. Factual Basis for Opinions
6. In preparing this declaration, I reviewed the documents listed below, all of which have
been filed with this Court or relate to this matter in other ways. I have also relied on my
knowledge of various secondary sources, including articles published in law journals, treatises,
and other authorities.
• Motion for Replacement of Co-Liaison Counsel
• Amended Brief in support of Motion for Replacement of Co-Liaison Counsel, with
supporting papers and exhibits
5:16-cv-10444-JEL-MKM Doc # 444-3 Filed 04/09/18 Pg 3 of 19 Pg ID 14175