                              PUBLISHED

                    UNITED STATES COURT OF APPEALS
                        FOR THE FOURTH CIRCUIT


                             No. 14-2006


GREGORY THOMAS BERRY; SUMMER DARBONNE, on behalf of herself
and all others similarly situated; RICKEY MILLEN, on behalf
of himself and all others similarly situated; SHAMOON SAEED,
on behalf of himself and all others similarly situated;
ARTHUR B. HERNANDEZ, on behalf of himself and all others
similarly situated; ERIKA A. GODFREY, on behalf of herself
and all others similarly situated; TIMOTHY OTTEN, on behalf
of himself and all others similarly situated,

                Plaintiffs − Appellees,

          and

LEXISNEXIS RISK AND INFORMATION ANALYTICS            GROUP,   INC.;
SEISINT, INC.; REED ELSEVIER, INC.,

                Defendants – Appellees,

          v.

ADAM E. SCHULMAN,

                Party-in-Interest - Appellant.

------------------------------

JAMES TAYLOR LEWIS GRIMMELMANN,

                Amicus Supporting Appellants.



                             No. 14-2050


GREGORY THOMAS BERRY; SUMMER DARBONNE, on behalf of herself
and all others similarly situated; RICKEY MILLEN, on behalf
of himself and all others similarly situated; SHAMOON SAEED,
on behalf of himself and all others similarly situated;
ARTHUR B. HERNANDEZ, on behalf of himself and all others
similarly situated; ERIKA A. GODFREY, on behalf of herself
and all others similarly situated; TIMOTHY OTTEN, on behalf
of himself and all others similarly situated,

                Plaintiffs − Appellees,

          and

LEXISNEXIS    RISK    AND   INFORMATION   ANALYTICS    GROUP,
INCORPORATED;    SEISINT,   INCORPORATED;   REED    ELSEVIER,
INCORPORATED,

                Defendants – Appellees,

          v.

MEGAN CHRISTINA AARON and the Aaron Objectors,

                Party-in-Interest - Appellant.

------------------------------

JAMES TAYLOR LEWIS GRIMMELMANN,

                Amicus Supporting Appellants.



                            No. 14-2101


GREGORY THOMAS BERRY; SUMMER DARBONNE, on behalf of herself
and all others similarly situated; RICKEY MILLEN, on behalf
of himself and all others similarly situated; SHAMOON SAEED,
on behalf of himself and all others similarly situated;
ARTHUR B. HERNANDEZ, on behalf of himself and all others
similarly situated; ERIKA A. GODFREY, on behalf of herself
and all others similarly situated; TIMOTHY OTTEN, on behalf
of himself and all others similarly situated,

                Plaintiffs − Appellees,

          and



                                  2
LEXISNEXIS    RISK    AND      INFORMATION   ANALYTICS    GROUP,
INCORPORATED;    SEISINT,      INCORPORATED;   REED    ELSEVIER,
INCORPORATED,

                Defendants – Appellees,

           v.

SCOTT HARDWAY and the Hardway Objectors,

                Party-in-Interest - Appellant.

------------------------------

JAMES TAYLOR LEWIS GRIMMELMANN,

                Amicus Supporting Appellants.



Appeals from the United States District Court for the Eastern
District of Virginia, at Richmond.   James R. Spencer, Senior
District Judge. (3:11-cv-00754-JRS)


Argued:   September 15, 2015              Decided:   December 4, 2015


Before KING and HARRIS, Circuit Judges, and George J. HAZEL,
United States District Judge for the District of Maryland,
sitting by designation.


Affirmed by published opinion. Judge Harris wrote the opinion,
in which Judge King and Judge Hazel joined.


ARGUED: Richard Monroe Paul, III, PAUL McINNES LLP, Kansas City,
Missouri, for Appellants. William Walter Wilkins, NEXSEN PRUET,
Greenville, South Carolina; Joseph R. Palmore, MORRISON &
FOERSTER LLP, Washington, D.C., for Appellees.        ON BRIEF:
Ashlea G. Schwarz, PAUL McINNES LLP, Kansas City, Missouri;
Samuel Issacharoff, New York, New York; Thomas W. Bevan, Patrick
M. Walsh, BEVAN & ASSOCIATES LPA, INC., Boston Heights, Ohio;
Edwin F. Brooks, EDWIN F. BROOKS, LLC, Richmond, Virginia; Adam
E. Schulman, CENTER FOR CLASS ACTION FAIRNESS, Washington, D.C.,
for Appellants. Michael A. Caddell, Cynthia B. Chapman, CADDELL

                                   3
& CHAPMAN, Houston, Texas; Kirsten E. Small, Andrew A. Mathias,
NEXSEN PRUET, Greenville, South Carolina; Leonard A. Bennett,
Matthew J. Erausquin, CONSUMER LITIGATION ASSOCIATES, P.C.,
Newport News, Virginia; James A. Francis, David Searles, John
Soumilas, FRANCIS & MAILMAN P.C., Philadelphia, Pennsylvania;
Dale W. Pittman, THE LAW OFFICE OF DALE W. PITTMAN, P.C.,
Petersburg, Virginia; Ronald I. Raether, Jr., FARUKI, IRELAND &
COX, PLL, Dayton, Ohio; David Neal Anthony, TROUTMAN SANDERS,
LLP, Richmond, Virginia; Marc A. Hearron, Washington, D.C.,
James F. McCabe, San Francisco, California, Michael B. Miller,
MORRISON & FOERSTER LLP, New York, New York, for Appellees.
Daniel F. Goldstein, Matthias L. Niska, BROWN GOLDSTEIN & LEVY,
LLP, Baltimore, Maryland; James Grimmelmann, Professor of Law,
Francis King Carey School of Law, UNIVERSITY OF MARYLAND,
Baltimore, Maryland, for Amicus Curiae.




                               4
PAMELA HARRIS, Circuit Judge:

      The class action settlement at issue in this appeal is “the

culmination       of    years       of    litigation             and   negotiations”         between

class      counsel          and     the        defendants,             LexisNexis         Risk     and

Information         Analytics           Group,       Inc.;       Seisint,      Inc.;      and     Reed

Elsevier Inc. (together, “Lexis”).                           Berry v. LexisNexis Risk &

Info. Analytics Grp., Inc., No. 3:11-CV-754, 2014 WL 4403524, at

*1   (E.D.    Va.      Sept.       5,         2014).        The    dispute         centers      around

Lexis’s      sale      of    personal          data       reports       to    debt    collectors.

According to the plaintiffs, Lexis has failed to provide the

protections of the Fair Credit Reporting Act (the “FCRA” or the

“Act”),      15   U.S.C.          § 1681,       et       seq.,    in    connection        with    its

reports.      According to Lexis, its data reports do not qualify as

“consumer reports” within the meaning of the FCRA, and so it is

not required to comply with the Act.

      After three separate lawsuits, extensive discovery, and a

long series of mediation conferences, a deal was struck.                                         Lexis

would make sweeping changes to its product offerings in order to

protect consumer information, and in exchange, the class members

would release any statutory damages claims under the Act.                                         The

district court certified a settlement class under Rule 23(b)(2)

of   the     Federal        Rules        of    Civil       Procedure         and    approved      the

settlement,       finding          that       it   would     make       Lexis      “the    industry

leader among data aggregation companies in the protection of

                                                     5
customer information provided to debt collectors.”                           Berry, 2014

WL 4403524, at *3.

     Now, a group of class members claiming the right to opt out

of   the     settlement           class     and        pursue     statutory         damages

individually (the “Objectors”) seeks to undo that settlement. 1

We find no error in the release of the statutory damages claims

as   part    of     a    Rule     23(b)(2)        settlement,         and   no    abuse     of

discretion in the district court’s approval of the settlement

agreement.        Accordingly, we affirm the district court’s decision

in full.



                                             I.

                                             A.

     The    FCRA        regulates    the    collection          and    dissemination        of

certain     consumer       data     bearing       on   credit     eligibility.            Its

protections       are    focused    on     the    sale   of     “consumer        reports”   –

communications (1) containing information related to any one of

seven     specific        consumer        characteristics             (including     credit

standing and worthiness and other personal information), which

are (2) prepared to assist buyers in making certain eligibility

     1 The Objectors consist of three separate groups of class
members objecting to the settlement: the “Aaron Objectors,”
20,206 members of the 23(b)(2) class; the “Hardway Objectors,”
another 7,289 class members; and Adam Schulman, a class member
representing himself.



                                              6
determinations,        including          credit       eligibility.              15   U.S.C.

§ 1681a(d).

      The Act imposes various obligations on “consumer reporting

agencies” – companies that regularly prepare “consumer reports,”

15    U.S.C.    §    1681a(f)       –     and       provides    a    wide     panoply     of

protections for consumers.               For example, consumer reports may be

furnished only for certain uses, such as credit transactions.

Id. at § 1681b(a)(3)(A).                Consumers are given the right to view

the information in their files, id. at § 1681g(a)(1), and if

they dispute the information they find, the consumer reporting

agency    must       conduct    a       reasonable       investigation            into   the

information’s accuracy, id. at § 1681i(a)(1)(A).                            None of those

protections      applies,      however,         unless    and       until    a    “consumer

report” has been issued.

      Lexis is a data broker that sells an identity report called

Accurint® for Collections (“Accurint”), used to locate people

and   assets,       authenticate        identities,       and   verify       credentials.

The Accurint database contains information on over 200 million

people, and millions of Accurint reports are sold each year.

For years, Lexis sold Accurint without complying with the FCRA,

on the theory that Accurint is not a “consumer report” that

triggers the Act’s protections.                      Whether Accurint reports in

fact constitute “consumer reports” under the FCRA is the crux of

the parties’ dispute.

                                                7
                                          B.

      Class counsel and Lexis have a long history.                      This is the

third national putative class action brought by counsel against

Lexis, each alleging essentially the same thing:                          that Lexis

violated the FCRA by selling Accurint reports without affording

FCRA protections.           Neither of the two prior suits resulted in

any   class   settlement      or   court-ordered        relief.      In    Graham   v.

LexisNexis Risk & Information Analytics Management Group, Inc.,

No. 3:09-cv-00655-JRS (E.D. Va. Jan. 21, 2011), the plaintiffs

dismissed the claims after Lexis moved to dismiss for lack of

standing.       And    in    Adams   v.    LexisNexis       Risk    &     Information

Analytics Group, Inc., No. 08-4708 (D.N.J. October 28, 2010),

the   parties   settled      after   the       district    court    denied    Lexis’s

motion for judgment on the pleadings.                Over the course of these

lawsuits,     class   counsel      and   Lexis    negotiated       numerous    times,

including at least nine in-person mediation conferences and many

more telephone conferences.

      Throughout      this    litigation,       class     counsel   endeavored      to

prove not only that Lexis violated the FCRA, but also that it

did so “willfully.”           That is because in addition to creating

liability for actual damages sustained by an individual as a

result of a violation, 15 U.S.C. § 1681o(a), the FCRA provides

for statutory damages of between $100 and $1,000 for willful

violations, id. at § 1681n(a), which would be available to all

                                           8
class members.           But willfulness is a high standard, requiring

knowing      or    reckless      disregard        of    the     FCRA’s      requirements.

Safeco Ins. Co. of America v. Burr, 551 U.S. 47, 57, 69 (2007).

Unless     Lexis     was    “objectively         unreasonable,”        id.     at   69,   in

concluding that its Accurint reports were not “consumer reports”

subject      to    the   FCRA,    then     there       would    be    no   liability      for

statutory damages.

           The Adams court’s treatment of the willfulness issue, in

particular, is relevant to the case we review today.                                   Class

counsel focused on the district court’s refusal to dismiss the

case on the pleadings because it would be “premature . . . to

say that [the p]laintiff can produce no evidence to support [a

willfulness]        finding,”     No.    08-4708,        2010    WL    1931135,     at    *10

(D.N.J. May 12, 2010).             But Lexis pointed to an Opinion Letter

issued by the Federal Trade Commission in 2008 declaring that

Accurint reports are not “credit reports” under the FCRA, see

FTC Opinion Letter to Marc Rotenberg at 1 n.1 (July 29, 2008)

(“FTC Opinion Letter” or “Opinion Letter”), and argued that it

cannot be “objectively unreasonable” to adopt the view of the

federal agency responsible for enforcing the FCRA.                            And indeed,

as   Lexis    noted,       the   Adams     court    subsequently           clarified     that

unless discovery showed that the FTC had reversed the view taken

in   its    2008    Opinion      Letter,    the    Adams       plaintiffs      would     have

difficulty showing willfulness.

                                             9
                                              C.

      This case began in 2011, when the named plaintiffs (the

“Plaintiffs”      or   the      “Class       Representatives”),             individuals       who

were the subject of Accurint reports, filed a putative class

action against Lexis.             The complaint alleged that Lexis violated

the   FCRA   in   three      ways:      by    selling        Accurint       reports     without

first ensuring that buyers were purchasing the reports for uses

permitted by the FCRA, refusing to allow consumers to view their

Accurint     reports,      and     refusing        to    investigate         when     consumers

disputed     information          in    Accurint         reports.            The     Plaintiffs

proposed three classes to match: an “Impermissible Use” class,

including all persons listed in Accurint reports sold by Lexis;

and “File Request” and “Dispute” classes, limited to consumers

who interacted more directly with Lexis and were refused access

to their Accurint reports or denied investigations when they

filed disputes.        The Plaintiffs sought both actual and statutory

damages.      But      –   as     has    become     important          to    the     Objectors’

argument – because the FCRA does not provide expressly for an

injunctive     remedy        in    private         actions,       they        did     not    seek

injunctive relief.

      Over a year later, after months of discovery and a series

of    negotiations         with        the    aid       of    “three         highly     skilled

mediators,”       including        two       federal         judges,        Berry,    2014    WL

4403524, at *14, the Plaintiffs and Lexis at last reached a

                                              10
settlement agreement (the “Agreement”).             Instead of the three

classes contemplated by the Plaintiffs’ complaint, the Agreement

calls for just two.           The first, not directly at issue here,

consists of approximately 31,000 individuals who actively sought

to treat Accurint reports as consumer reports under the FCRA by

requesting copies or attempting to dispute information.              Under

the Agreement, those class members will release all potential

FCRA claims against Lexis in exchange for financial compensation

of   approximately     $300    per   person.    The    district     court’s

certification of that class (the “(b)(3) Class”) under Federal

Rule of Civil Procedure 23(b)(3) and approval of its settlement

are not challenged on appeal.

     The   focus     of   this   controversy   is    the   second   class,

certified under Federal Rule of Civil Procedure 23(b)(2) (the

“(b)(2) Class”).      Much larger than the first class, the (b)(2)

Class includes all individuals in the United States about whom

the Accurint database contained information from November 2006

to April 2013 – roughly 200 million people. 2          And the settlement


     2 Given what is effectively a nationwide class, we must
contend with the possibility that we ourselves are among the
members of the (b)(2) Class.     At oral argument, counsel for
Lexis and for the Plaintiffs took the position that we are not
class members under a fair and practical reading of the
Agreement, which excludes from the class “the presiding judge in
the action and his staff, and all members of their immediate
family.” J.A. 108. Counsel for the Objectors did not disagree
and also volunteered to waive any potential conflict.      While


                                     11
provided    the    (b)(2)        Class    under          the   Agreement          differs

significantly     from    that    provided         the   (b)(3)     Class.        First,

unlike members of the (b)(3) Class, (b)(2) Class members retain

the right to seek actual damages individually under the FCRA,

though they waive any claim for statutory damages, as well as

punitive damages.        And second, what (b)(2) Class members receive

in exchange is not monetary but purely injunctive relief – a

fundamental change in the product suite that Lexis offers the

debt-collection    industry       that    “will      result     in    a     significant

shift from the currently accepted industry practices.”                            Berry,

2014 WL 4403524, at *3.

       Specifically, under the Agreement, Lexis is to divide its

Accurint report into two new products.                   The first, “Collections

Decisioning,”     will    be   treated        as   falling     within       the   FCRA’s

“consumer report” definition.            This means, among other things,

that   Collections       Decisioning     reports         can   be    used     only   for



those representations may be sufficient to resolve any problem
that otherwise would arise, we need not rely on them here.    We
agree with the view expressed in the Compendium of Selected
Opinions for the Committee on Codes of Conduct that “[a] judge’s
inclusion as a class member in a Rule 23(b)(2) class action
seeking only injunctive and declaratory relief, in which a
substantial segment of the general public are also members, does
not require recusal, unless the judge has an interest in the
action unique from that of members of the general public
included in the class.” See Compendium § 3.1-6[4](d). Because
any interest we may have in this litigation is common to the
general public, recusal is not required.



                                         12
permissible purposes under the FCRA, and so will be available

only    to    buyers       that    have    completed        a    detailed        credentialing

process.        Consumers          also    will     have     the      right       to    view    the

information      in        their     reports,        free       of    charge       in    certain

circumstances, and to dispute information they believe to be

inaccurate, all as provided by the FCRA.

       The second suite of products, called “Contact & Locate,” is

intended only for the “limited purpose of finding and locating

debtors or locating assets,” J.A. 121, and will not include any

of     the    “seven        characteristic”           information            that       makes     a

communication a “consumer report.”                    Id.       Accordingly, “Contact &

Locate” is not treated as subject to the FCRA, and the Agreement

stipulates      that       “the    Contact     &    Locate      suite       of    products      and

services do not constitute ‘consumer reports’ as that term is

defined under the FCRA.”                   J.A. 123.            Nevertheless, consumers

will be given certain FCRA-like protections in connection with

Contact & Locate.            For example, consumers will be able to obtain

free copies of their Contact & Locate reports once each year,

and    they    will     be     able       to   submit       statements           disputing      the

information they find.

       In    April     2013,      the     district    court          granted      the   parties’

joint motion for preliminary certification of two classes for

settlement purposes.               The Objectors filed motions challenging

certification         of     the    (b)(2)         Class     and      the      terms     of     the

                                               13
settlement itself.            After a day-long final approval hearing at

which    the    parties    and      the      Objectors       presented       argument,     the

district       court    certified       the      (b)(2)      Class     and    approved     the

settlement.

     Certification of a settlement class under Rule 23(b)(2) was

appropriate, the court ruled, because the relief sought by the

class is injunctive, rather than monetary, and “indivisible” in

that it “will accrue to all members of the Rule 23(b)(2) class.”

Berry,    2014    WL     4403524,       at    *11.        The     court      dismissed     the

Objectors’       claim    that      a     lack     of     opt-out      rights      from    the

mandatory (b)(2) Class precluded certification, emphasizing that

class    members       retained     the      right      to   sue      for    individualized

relief    in    the    form    of    actual        damages      and    waived      only   non-

individualized         statutory        damages,        uniform       as     to   all     class

members.       Id. at *11-12.

     The district court also approved the terms of the Agreement

as “fair, reasonable, and adequate” under Federal Rule of Civil

Procedure 23(e)(2).           According to the court, no concerns as to

fairness were raised by the process leading up to the Agreement,

involving       “arm’s-length           negotiations         by      highly       experienced

counsel after full discovery was completed.”                           Id. at *14.         But

most important, the court held, was the “relative strength” of

the parties’ claims and defenses.                    Id. at *15.             Given the 2008

FTC Opinion Letter deeming Accurint reports outside the scope of

                                              14
the FCRA, the district court found that the Objectors’ prospects

of recovering statutory damages for a willful violation were

“speculative        at    best,”     making       release     of     those      claims    in

exchange for substantial injunctive relief demonstrably fair and

adequate.     Id.

     Finally, the district court approved incentive awards of

$5,000   each    for      the     Class    Representatives         and    granted    class

counsel’s motion for attorneys’ fees, awarding $5,333,188.21 in

connection with the (b)(2) Class settlement.                             Id. at *15-16.

The Objectors timely appealed, challenging certification of the

(b)(2)    Class,     approval       of     the    Agreement,       and    the    award    of

attorneys’ fees.



                                            II.

     The      Objectors         first      challenge        the     district       court’s

certification of the (b)(2) Class for settlement purposes.                                 We

review a district court’s decision to certify a class only for

“clear abuse of discretion.”                     Flinn v. FMC         Corp., 528 F.2d

1169, 1172 (4th Cir. 1975).                An error of law or clear error in

finding of fact is an abuse of discretion.                         Thorn v. Jefferson-

Pilot Life Ins. Co., 445 F.3d 311, 317 (4th Cir. 2006).                                   But

short    of   such       error,    we     give    “substantial       deference”      to    a

district      court’s      certification          decision,       recognizing      that    a

“district court possesses greater familiarity and expertise than

                                             15
a court of appeals in managing the practical problems of a class

action.”        Ward v. Dixie Nat’l Life Ins. Co., 595 F.3d 164, 179

(4th Cir. 2010).

                                             A.

     Under Rule 23(a) of the Federal Rules of Civil Procedure, a

party    seeking       class    certification,       whether    for    settlement      or

litigation purposes, first must demonstrate that: “(1) the class

is so numerous that joinder of all members is impracticable; (2)

there are questions of law or fact common to the class; (3) the

claims or defenses of the representative parties are typical of

the claims or defenses of the class; and (4) the representative

parties will fairly and adequately protect the interests of the

class.”    Fed. R. Civ. P. 23(a).

     Second, if the requirements of Rule 23(a) are met, then the

proposed class must fit within one of the three types of classes

listed in Rule 23(b).                At issue here is Rule 23(b)(2), which

permits certification where “the party opposing the class has

acted or refused to act on grounds that apply generally to the

class,     so     that     final      injunctive       relief     or     corresponding

declaratory       relief       is   appropriate      respecting    the    class   as   a

whole.”      Fed. R. Civ. P. 23(b)(2).                  “[B]ecause of the group

nature of the harm alleged and the broad character of the relief

sought, the (b)(2) class is, by its very nature, assumed to be a

homogenous       and    cohesive     group    with    few   conflicting      interests

                                             16
among its members.”           Allison v. Citgo Petroleum Corp., 151 F.3d

402, 413 (5th Cir. 1998).                 Accordingly, Rule 23(b)(2) classes

are “mandatory,” in that “opt-out rights” for class members are

deemed unnecessary and are not provided under the Rule.                                    See

id.; see also Wal-Mart Stores, Inc. v. Dukes, 131 S. Ct. 2541,

2558 (2011).

     Federal circuits, including ours, have held that mandatory

Rule 23(b)(2) classes may be certified in some cases even when

monetary   relief      is    at    issue.           See     Thorn,    445     F.3d    at   331;

Allison,    151     F.3d          at     413-14.             Where         monetary     relief

predominates,     Rule       23(b)(2)          certification          is     inappropriate.

Thorn,   445    F.3d    at    331-32.           But       where      monetary    relief     is

“incidental” to injunctive or declaratory relief, Rule 23(b)(2)

certification may be permissible.                    Allison, 151 F.3d at 415; see

also Dukes, 131 S. Ct. at 2560 (discussing Allison).                                 This rule

follows from the premise underlying the mandatory nature of Rule

23(b)(2) classes:           If a class action is more about individual

monetary   awards       than       it     is        about     uniform        injunctive     or

declaratory     remedies,         then    the       “presumption       of     cohesiveness”

breaks   down   and     the       procedural         safeguard        of    opt-out     rights

becomes necessary.           Allison, 151 F.3d at 413; see Eubanks v.

Billington, 110 F.3d 87, 95 (D.C. Cir. 1997).                               And indeed, the

Supreme Court clarified in Dukes that claims for individualized

monetary relief – in that case, back-pay awards under Title VII

                                               17
– are not “incidental” for purposes of Rule 23(b)(2) and may not

be certified under that Rule.               131 S. Ct. at 2557.

                                              B.

      The Objectors’ principal argument is that certification of

the (b)(2) Class runs afoul of these limits.                         According to the

Objectors,        the    statutory     damages      waived    under       the   Agreement

predominate over the injunctive relief awarded and are not of

the “incidental” and non-individualized sort, see Dukes, 131 S.

Ct.   at   2557,        2560;    Allison,     151   F.3d     at    415,    that      may   be

certified under Rule 23(b)(2). 3

      We disagree.           As the district court explained, this is a

paradigmatic        Rule    23(b)(2)       case:      The    “meaningful,         valuable

injunctive relief” afforded by the Agreement is “indivisible,”

“benefitting        all    []    members”      of   the     (b)(2)   Class      at      once.

Berry,     2014    WL     4403524,    at    *11.     And     the    statutory      damages

claims     released        under     the    Agreement       are    not    the     kind      of

individualized          claims     that    threaten       class    cohesion       and      are

prohibited by Dukes.             When it comes to statutory damages under

the FCRA, what matters is the conduct of the defendant, Lexis –

which,     as     the    district     court    emphasized,         “was   uniform        with

      3We can assume for purposes of this opinion that a class
settlement that releases damages claims is on precisely the same
footing under Rule 23(b)(2) and the Due Process Clause as one
that provides for damages.       We note, however, that Lexis
contests that premise, and we do not decide its validity today.



                                              18
respect    to   each   of   the   class   members.”   Id.   at   *12.   The

availability of statutory damages in this case, in other words,

is a simple function of Lexis’s policies with respect to its

Accurint reports, applicable to the entire (b)(2) Class. 4              If

Lexis unreasonably failed to treat Accurint reports as “consumer

reports” subject to the FCRA, then every class member would be

entitled uniformly to the same amount of statutory damages, set

by rote calculation.        Id.

     Indeed, this settlement appears to be structured precisely

to comply with Dukes and with Rule 23(b)(2).            There are, to be

sure, individualized monetary damages claims at issue here –

those for actual damages under the FCRA – but those claims, as

the district court emphasized, are retained by the (b)(2) Class

members.    Id.   In contrast, the monetary claims released – those

for statutory damages – “flow directly from liability to the

class as a whole” on the same set of claims underlying the

     4  Like the district court, we find unpersuasive the
Objectors’ contention that the Adams decision, see supra at
Section I.B., effectively divides the (b)(2) Class into two
groups differently positioned with respect to willfulness:
(1) class members whose claims arose after the Adams decision
put Lexis on notice that its Accurint reports were subject to
the FCRA, making those members eligible for statutory damages;
and (2) class members whose claims arose before Adams put Lexis
on notice. In fact, the Adams court did not rule that Accurint
reports qualified as “consumer reports” under the FCRA, as it
subsequently explained to the parties: “I think there has been
some misinterpretation of what my [motion for judgment on the
pleadings] ruling was.” J.A. 2367.



                                      19
injunctive     relief,      making    them       non-individualized          under      Dukes

and “incidental” for purposes of Rule 23(b)(2).                          Dukes, 131 S.

Ct. at 2560 (quoting Allison, 151 F.3d at 415) (emphasis in

original).

      The Objectors also argue that the statutory damages claims

released     by    the    Agreement     cannot         be    deemed    “incidental”       to

injunctive relief because the Plaintiffs’ original complaint did

not   seek   any    injunctive       relief       under      the     FCRA.     Again,     we

disagree.

      We may assume, as did the district court, that the FCRA,

which does not provide expressly for a private right of action

for   injunctive         relief,     does    not       permit      consumers       to   seek

injunctive remedies.          But like the district court, we think that

is beside the point:           “[I]n the settlement context, ‘it is the

parties’     agreement      that   serves        as    the    source    of   the    court’s

authority     to   enter     any   judgment           at    all.’”     Berry,      2014   WL

4403524, at *12 (quoting Local Number 93 v. City of Cleveland,

478 U.S. 501, 522 (1986)); see Sullivan v. DB Invs., Inc., 667

F.3d 273, 317 (3d Cir. 2011) (court may “approve a mutually

agreed-upon stipulation enjoining conduct . . . regardless of

whether the plaintiffs could have received identical relief in a

contested suit”).          And Lexis is free to agree to a settlement

enforcing a contractual obligation that could not be imposed

without its consent.           Indeed, many FCRA class action disputes

                                            20
are    resolved       in    part    through      consent         decrees.         See,     e.g.,

Serrano v. Sterling Testing Sys., Inc., 711 F. Supp. 2d 402, 409

(E.D. Pa. 2010).

       Failing to acknowledge the critical role of the settlement

agreement,      the    Objectors        rely    on       authority       from    outside       the

settlement context that is unavailing here.                              Specifically, the

Objectors      point       to   decisions           from    the     Fifth       and    Eleventh

Circuits,      each    noting       that   the       unavailability         of        injunctive

relief under a statute would preclude certification of a Rule

23(b)(2) class.            See Christ v. Beneficial Corp., 547 F.3d 1292,

1298 (11th Cir. 2008); Bolin v. Sears, Roebuck & Co., 231 F.3d

970, 977 n.39 (5th Cir. 2000).                      But in neither of those cases

did    the     defendants          agree   to        a     settlement;          instead,       the

defendants in both cases opposed certification.                                  Christ, 547

F.3d at 1295-96; Bolin, 231 F.3d at 973.                           We can agree that in

those circumstances, where the defendant is unwilling to settle

and the relevant statute does not allow for injunctive relief,

Rule 23(b)(2) certification would be inappropriate because the

plaintiffs      would       have     no    prospect         of     achieving          injunctive

relief.        But    simply       to   describe         those     circumstances          is    to

differentiate them from those before us now, where the (b)(2)

Class members indeed will achieve substantial injunctive relief,

by    virtue   of     the    parties’      settlement,            upon   approval        of    the

Agreement.

                                               21
       Nor does the failure of the Plaintiffs to seek injunctive

relief     in        their     original         complaint    independently          preclude

certification under Rule 23(b)(2).                       By its terms, Rule 23(b)(2)

applies so long as “final injunctive relief . . . is appropriate

respecting       the       class     as   a    whole,”    Fed.    R.   Civ.   P.    23(b)(2)

(emphasis       added),       and     the      corresponding      Advisory      Committee’s

Note likewise focuses on the “final relief” afforded in a Rule

23(b)(2) case, 39 F.R.D. 69, 102 (1966).                          We therefore look to

the Agreement itself, and to the “final relief” it contemplates,

to    assess     the       propriety      of    any   monetary     remedy.         Any   other

result would not only contravene the terms of Rule 23(b)(2), it

would discourage settlement by binding plaintiffs to the choices

they make at the earliest stages of litigation and foreclosing

the     kinds        of      remedial         compromises    necessary        to     achieve

agreement.

       That is not to say that the relief requested in a complaint

may never inform the inquiry into whether monetary relief is

truly    “incidental”           under         Rule    23(b)(2).        That     inquiry    is

intended        in     part     to    guard      against     certification          when   an

“injunction request is illusory,” made only to justify a damages

award that otherwise would be improper under Rule 23(b)(2).                                See

Thorn, 445 F.3d at 329; Richards v. Delta Air Lines, Inc., 453

F.3d     525,        530    (D.C.     Cir.      2006).       So    if,    for      instance,

substantial monetary damages actually are awarded under a Rule

                                                 22
23(b)(2) class settlement, then the absence of a request for

injunctive relief in the original complaint may give rise to

concerns that it is the money and not the injunction that is

driving the case.              Cf. Hecht v. United Collection Bureau, Inc.,

691 F.3d 218, 224 (2d Cir. 2012) (Rule 23(b)(2) certification

invalid where complaint did not mention injunctive relief and

“damages    .    .   .    [were]    the    only     remedy       awarded     that    clearly

applied to every class member”); Fry v. Hayt, Hayt & Landau, 198

F.R.D. 461, 469 n.8 (E.D. Pa. 2000) (Rule 23(b)(2) certification

inappropriate        where        plaintiff         seeks        substantial        monetary

judgment as part of settlement and did not seek injunction in

original complaint).              But here, where the only relief actually

awarded to the (b)(2) Class is injunctive, those concerns are

not present.

                                               C.

     In the alternative, the Objectors argue that even if the

statutory       damages        claims    released     by     the    (b)(2)     Class    are

incidental        and      not      predominant,           due     process         precludes

certification of the class without opt-out rights.                              Here, the

Objectors rely on dicta from the Supreme Court’s decision in

Dukes,     noting        the    “serious       possibility”         that     due    process

requires    opt-out        rights       (and   concomitant         notice)    under    Rule

23(b)(2) even “where the monetary claims do not predominate.”

Dukes, 131 S. Ct. at 2559.                But as the district court explained,

                                               23
the Supreme Court did not go that far in Dukes, holding instead

only that claims for individualized monetary relief may not be

certified under Rule 23(b)(2).                      Berry, 2014 WL 4403524, at *12.

Like the district court, we decline to go where the Supreme

Court has not.

      As    discussed       above,        federal         courts    long       have   permitted

certification        of    mandatory           Rule       23(b)(2)       classes      involving

monetary     relief       so       long   as    that      relief     is    “incidental”         to

injunctive or declaratory relief – meaning that damages must be

in   the    nature    of       a    “group      remedy,”        flowing        “directly      from

liability to the class as a whole.”                         Allison, 151 F.3d at 415;

see id. at 411 (collecting cases).                         In such circumstances, our

court      has    held,     opt-out         rights        are      not    required       because

individualized adjudications are unnecessary.                                  See Thorn, 445

F.3d at 330 & n.25 (“By requiring that injunctive or declaratory

relief predominate . . . Rule 23(b)(2) ensures that the benefits

of   the    class    action         inure      to   the    class     as    a    whole    without

running     the    risk    of       cutting     off    the      rights     of    absent       class

members     to    recover      money      damages      and      class     members       who   want

individualized evaluation of their claim for money damages.”).

      We do not believe that the Court’s dictum in Dukes warrants

or even authorizes overturning this established precedent.                                     See

United States v. Ruhe, 191 F.3d 376, 388 (4th Cir. 1999) (Fourth

Circuit panels are “bound by prior precedent from other panels

                                                24
in this circuit absent contrary law from an en banc or Supreme

Court decision”).        And we note that our unwillingness to jump

ahead of the Supreme Court in this regard is shared by our

sister    circuits.      Two    other    federal     courts     of     appeals      have

considered     whether,        in     light    of      Dukes,        Rule     23(b)(2)

certification       remains    permissible      when    monetary       damages      are

involved.     And both have affirmed the continued validity of Rule

23(b)(2)     certification      of    monetary      claims      so    long     as   the

monetary     relief     is    non-individualized         and     “incidental”        to

injunctive or declaratory remedies.                 See Amara v. CIGNA Corp.,

775 F.3d 510, 519-20 (2d Cir. 2014); Johnson v. Meriter Health

Servs. Emp. Ret. Plan, 702 F.3d 364, 369-71 (7th Cir. 2012); see

also Douglin v. GreatBanc Trust Co., No. 1:14-cv-00620-RA, 2015

WL 3526248, at *5-7 (S.D.N.Y. June 30, 2015).

     To be sure, and as the district court recognized, when a

“proposed settlement is intended to preclude further litigation

by absent persons, due process requires that their interests be

adequately represented.”            Berry, 2014 WL 4403524, at *11 (citing

In re Jiffy Lube, 927 F.2d 155, 158 (4th Cir. 1991)).                          But the

premise    behind     certification     of    mandatory      classes        under   Rule

23(b)(2) is that because the relief sought is uniform, so are

the interests of class members, making class-wide representation

possible and opt-out rights unnecessary.                See Dukes, 131 S. Ct.

at 2558; Thorn, 445 F.3d at 330 & n.25; Allison, 151 F.3d at

                                         25
413-14.      And    before    a   class      may   be    certified       under       Rule

23(b)(2), of course, a court must find under Rule 23(a)(4) – as

the district court did here – that the interests of all of the

class members will be fairly and adequately represented by the

named plaintiffs and class counsel.                  Rule 23(e)’s settlement

approval process provides additional protection, ensuring that

Rule     23(b)(2)   class     members     receive       notice    of     a     proposed

settlement and an opportunity to object, and that a “settlement

will not take effect unless the trial judge – after analyzing

the facts and law of the case and considering all objections to

the proposed settlement – determines it to be fair, adequate,

and reasonable.”        Kincade v. Gen. Tire and Rubber Co., 635 F.2d

501, 507-08 (5th Cir. 1981).            We see no reason to depart here

from the general understanding that these procedural safeguards

are sufficient to protect the due process rights of objecting

Rule 23(b)(2) class members.

       Indeed, the particular terms of this Agreement make opt-out

rights     especially    unnecessary      here.          The     Dukes       Court    was

concerned     about     the   “need     for    plaintiffs        with        individual

monetary claims to decide for themselves whether to tie their

fates to the class representatives’ or go it alone – a choice

Rule 23(b)(2) does not ensure that they have.”                      Dukes, 131 S.

Ct. at 2559 (emphasis in original).                But here, the right to “go

it alone” is built into the Agreement itself, under which any

                                        26
(b)(2) Class member may pursue actual damages resulting from

individualized harm under the FCRA.                    In this sense, (b)(2) Class

members are “opted out” already, by virtue of the settlement in

question.         As    the     district       court       explained,         the       Agreement

“preserves Rule 23(b)(2) class members’ rights to bring claims

for    actual        damages,     thereby       preserving           their        due    process

rights.”       Berry, 2014 WL 4403524, at *12.

       Finally,        the    practical        implications           of     the     Objectors’

position give us pause.               What is being sought is a blanket right

to opt out of a Rule 23(b)(2) settlement that provides purely

injunctive       relief      solely    because        non-individualized                statutory

damages claims are released, while individualized actual damages

claims     are       retained.         That     such       a    rule       would     discourage

settlement seems undeniable; defendants like Lexis surely will

not    agree     to    settlements      like        this       one   if    they     cannot    buy

something approaching global peace.                        See Kincade, 635 F.2d at

507.     And     in    light     of   all     the    other       procedural         protections

already in place, not to mention the retention of actual damages

claims under this Agreement, any marginal benefit that might

accrue to disenchanted class members is unlikely to be worth

this cost.        As the Supreme Court has recognized, procedural due

process is a “flexible concept,” requiring varying degrees of

protection       “depending       upon        the    importance            attached      to   the

interest       and     the    particular        circumstances              under    which     the

                                               27
deprivation may occur.”               Walters v. Nat’l Ass’n of Radiation

Survivors,     473    U.S.     305,   320    (1985).        We    do       not   think    it

requires the rigid opt-out rule proposed by the Objectors here.

                                            D.

        We briefly address the Objectors’ final argument against

certification:        that     the     (b)(2)      Class's       representation           is

inadequate     under    Rule     23(a)(4)        because   monetary         payments      of

$5,000    to   each    Class     Representative         created        a    conflict      of

interest    between     those     Representatives          and   the       rest   of     the

class.     Though we appreciate that such awards can misalign the

interests of class representatives and other class members in

certain circumstances, we hold that the district court did not

abuse its discretion in approving the payments here. 5

     Incentive        awards     are       “intended       to    compensate         class

representatives for work done on behalf of the class, to make up

for financial or reputational risk undertaken in bringing the

action, and, sometimes, to recognize their willingness to act as

a private attorney general.”               Rodriguez v. W. Publ’g Corp., 563

F.3d 948, 958-59 (9th Cir. 2009).                  They are “fairly typical in

class    action      cases.”         Id.    at    958   (quoting       4     William      B.

     5 Nor do we find           any abuse of discretion in the district
court’s judgment that           the (b)(2) Class members otherwise were
represented adequately          under Rule 23(a)(4).   To the extent the
Objectors   argue  to           the  contrary,  we   find  their  claims
unpersuasive.



                                            28
Rubenstein et al., Newberg on Class Actions § 11:38 (4th ed.

2008)).        The district court found that awards of $5,000 were

appropriate here because the Class Representatives acted for the

benefit of the class, and it cited other cases in which district

courts       in    our     circuit       have     ordered       similarly         substantial

payments.

         The       Objectors      point    us     to    cases      from    other     circuits

scrutinizing such awards when a “settlement gives preferential

treatment to the named plaintiffs while only perfunctory relief

to unnamed class members,” In re Dry Max Pampers Litig., 724

F.3d    713,      718    (6th   Cir.      2013).        And   it     is    true    that    when

incentive         agreements       are     entered       into        at    the     onset    of

litigation, see Rodriguez, 563 F.3d at 959, and particularly

when they are conditioned on class representative support for a

settlement, Radcliffe v. Experian Info. Sols. Inc., 715 F.3d

1157,    1164      (9th    Cir.   2013),        large   awards       may   raise     concerns

about whether named plaintiffs might “compromise the interest of

the class for personal gain,” Dry Max Pampers, 724 F.3d at 722

(quoting Hadix v. Johnson, 322 F.3d 895, 897 (6th Cir. 2003)).

       In this case, however, the incentive awards were not agreed

upon    ex     ante,      and   they     were     not    conditioned        on     the    Class

Representatives’ support for the Agreement.                           Indeed, they were

not     negotiated        until     after       the     substantive        terms     of    the

Agreement         had   been    established,         making     it   significantly         less

                                                29
likely that the Class Representatives would have been influenced

in the performance of their representative duties.                          And finally,

this is not a case in which unnamed class members received “only

perfunctory relief,” see Dry Max Pampers, 724 F.3d at 718, –

instead, the district court found that the class members were

afforded substantial relief by significant changes in Lexis’s

consumer-protection practices – and there is no indication that

the highly experienced class counsel pursued this lawsuit any

less vigorously because of the Class Representatives’ fee award.

Under    these     circumstances,     we     defer     to     the    judgment      of   the

district court in approving the Class Representatives’ awards

and finding adequate representation under Rule 23(a)(4).



                                         III.

     The Objectors next challenge the district court’s approval

of the (b)(2) Class settlement, arguing principally that it is

unfair     and     inadequate      because      it    releases        class       members’

statutory      damages    claims    without       providing         for    any    monetary

relief    in     exchange.      Again,     we    afford     the     district       court’s

decision    substantial      deference,         reversing      only       “upon   a   clear

showing     that    the   district       court       abused     its       discretion    in

approving the settlement.”            Flinn, 528 F.2d at 1172 (citations

and internal quotation marks omitted).



                                           30
                                     A.

      As discussed above, a key procedural protection afforded

Rule 23(b)(2) class members is that a settlement will not be

approved over their objections unless a district court finds it

to   be   “fair,    reasonable,    and   adequate.”       Fed.        R.   Civ.    P.

23(e)(2); see In re Jiffy Lube, 927 F.2d at 158.                  The fairness

analysis is intended primarily to ensure that a “settlement [is]

reached as a result of good-faith bargaining at arm’s length,

without collusion.”        In re Jiffy Lube, 927 F.2d at 159.

      The district court properly considered the factors we have

identified as bearing on this inquiry: “(1) the posture of the

case at the time settlement was proposed, (2) the extent of

discovery    that    had    been   conducted,   (3)       the     circumstances

surrounding the negotiations, and (4) the experience of counsel

in the area of [FCRA] class action litigation.”                 Id.    Noting the

“extensive    discovery”     conducted    through   the    course          of   three

separate lawsuits, the district court concluded that the parties

here “reached an agreement through arm’s-length negotiations by

highly experienced counsel after full discovery was completed,”

sufficient to demonstrate the fairness of the Agreement.                        Berry,

2014 WL 4403524, at *14.           The Objectors do not and could not

take serious issue with this assessment, and we see no reason to

disturb the court’s judgment.



                                     31
      As to the Objectors’ primary complaint – that the Agreement

is   inadequate     because    it   fails      to     provide        any     monetary

compensation for the release of statutory damages claims – the

district court emphasized the most important factor in weighing

the substantive reasonableness of a settlement agreement: the

“strength of the plaintiffs’ claims on the merits.”                        Flinn, 528

F.2d at 1172.       In other words, the fairness of a deal under

which class members give up statutory damages claims in exchange

for injunctive relief depends critically on an assessment of the

Plaintiffs’ case that they are entitled to statutory damages in

the first place.

      The district court deemed that case “speculative at best,”

Berry, 2014 WL 4403524, at *15, and we think that is generous.

In   order   to   recover    statutory      damages    under    the        FCRA,   the

Plaintiffs would have to show a “willful” violation by Lexis, 15

U.S.C. § 1681n, which in turn would require that Lexis have

adopted an “objectively unreasonable” reading of the Act when it

concluded    that   its     Accurint     reports      were     not     covered      as

“consumer reports.”         Safeco, 551 U.S. at 69.             As the district

court noted, the Supreme Court has made clear that where “the

statutory text and relevant court and agency guidance allow for

more than one reasonable interpretation . . . a defendant who

merely adopts one such interpretation” cannot be held liable as

a willful violator.         Id. at 70 n.20.           And here, with agency

                                       32
guidance      expressly        specifying      that   Accurint       reports    are    not

subject to the FCRA, see FTC Opinion Letter, it is hard to see

how Lexis can be said to have acted unreasonably by adopting

that reading. 6

       On the other side of the ledger, of course, is the benefit

to the (b)(2) Class of “substantial [injunctive] relief without

the risk of litigation.”               Berry, 2014 WL 4403524, at *15.                 The

district       court       described     the      injunction    in     this    case     as

implementing a “substantial, nationwide program that addresses

the issues raised in the Complaint by the [(b)(2) Class] and

will       result    in    a   significant     shift”     in   industry       practices,

making       Lexis     “the     industry     leader”      in   consumer-information

protection.          Id. at *3.        Indeed, the record includes a finding

by an information privacy law expert that the injunctive relief

provided in the Agreement provides consumers with benefits so

substantial         that   their   monetary       value   is   in    the    billions    of

dollars.        The       Objectors’    exclusive      focus   on     the   absence     of

monetary relief is unsupported by law and also imprudent as a

matter of common sense:                There was no realistic prospect that

       6
       Nothing about the Adams litigation dictates a different
result. Although the district court in that case denied Lexis’s
motion for judgment on the pleadings on the willfulness issue,
it subsequently clarified on reconsideration that it was “very
persuaded by the FTC’s letter,” J.A. 2377, and that if “the
plaintiffs don’t come forward with authority to the contrary
. . . then . . . [they] have a difficult row to hoe,” J.A. 2368.



                                             33
Lexis could or would provide meaningful monetary relief to a

class of 200 million people. 7

     We    can      find       no   reason   to     disturb    the     district    court’s

assessment       of      the     relative    strength     of     the      parties’      legal

positions      or     its        fact-intensive        analysis      of    the    benefits

provided the (b)(2) Class by the parties’ settlement.                                In our

view,    the   district          court   was    well    within    its      discretion     in

approving the settlement as fair, reasonable, and adequate under

Rule 23(e).

                                               B.

        The Objectors bring one final challenge to the settlement,

arguing that it impermissibly immunizes Lexis from future FCRA

liability in connection with its new Contact & Locate product.

We disagree.

        The Objectors’ claim appears to rest on two sections of the

Agreement.          In     the      first,   the    parties    stipulate         that    “the



     7 For that reason and others, the fact that the much smaller
(b)(3) Class received monetary relief under the Agreement does
not by itself render unreasonable the non-monetary relief
provided the (b)(2) Class. The (b)(3) Class, unlike the (b)(2)
Class, consists of individuals who took some affirmative action
against Lexis, seeking to view their Accurint reports or
challenging information included in those reports, putting them
in a fundamentally different position with respect to Lexis.
And in exchange for the monetary relief provided by the
Agreement, the (b)(3) Class releases all of its damages claims
against Lexis, while the (b)(2) Class retains the right to sue
for actual damages.



                                               34
Contact & Locate suite of products and services will not involve

the   provision     of   ‘consumer    reports’          as   that    term     is   defined

under the FCRA.”           J.A. 120-21.         In the second, the parties

“acknowledge that the specific design and content of the Contact

& Locate . . . suite of products and services may change over

time to respond to the then current requirements of customers

and the market.”         J.A. 122.       According to the Objectors, the

upshot is that Lexis has carte blanche to develop Contact &

Locate into a product that is indeed a “consumer report” under

the FCRA, while class members, bound by their stipulation, will

be unable to respond.

      We   think    that    significantly          overstates        Lexis’s       freedom

under the Agreement.          It is true that the Agreement provides

Lexis   the   discretion      it   needs      to       develop      Contact    &    Locate

according to market needs.           But as the district court explained,

it also sets boundaries for the design and implementation of

Contact & Locate, which assure that the product cannot operate

as a “consumer report” for purposes of the FCRA.                               Under the

Agreement,    for    instance,     Contact         &    Locate      may   include     only

information       that     does    not     contain           any     of     the     “seven

characteristic” consumer information covered by the FCRA.                             J.A.

121; Berry, 2014 WL 4403524, at *4.                    And in the section of the

Agreement labeled the “Rule 23(b)(2) Settlement Class Release,”

J.A. 129, the parties clarify that their agreement is only that

                                         35
the “Post Settlement Products” (of which Contact & Locate is

one) “shall not be ‘consumer reports’ within the meaning of the

FCRA so long as [they] are not used in whole or in part as a

factor    in    determining      eligibility    for   credit”      or   any   other

purpose that could qualify them as consumer reports.                    J.A. 132-

33 (emphasis added).            Under that provision, Lexis has no free

pass from FCRA liability; instead, the Agreement applies only so

long as Contact & Locate remains true to the parties’ intent and

is not used in a manner that would make it a “consumer report.”

       Releases, of course, are a standard feature of class action

settlements.       Indeed, the release of claims that form the basis

of litigation is the raison d’être of any settlement, so the

Objectors do not dispute that it would have been appropriate for

the    (b)(2)    Class    to   stipulate     that   Lexis’s   Accurint      reports

comply with the FCRA.              But it is different and unreasonable,

they    argue,     to    release    claims    regarding     Contact     &   Locate,

because Contact & Locate does not yet exist.                   Again, we think

this overstates the case.            Contact & Locate is a new name, but

it is a new name for what is essentially a scaled-down version

of the old Accurint reports, without the features that allegedly

made    Accurint    troublesome      under    the   FCRA.     In   class      action

settlements, parties may release not only the very claims raised

in their cases, but also claims arising out of the “identical

factual predicate.”            See, e.g., In re Literary Works in Elec.

                                        36
Databases Copyright Litig., 654 F.3d 242, 248 (2d Cir. 2011).

Although the name of the product has changed, now, as before,

Lexis attempts only to sell information that will enable debt

collectors to locate assets, and not information to be used for

credit eligibility determinations.              Because the (b)(2) Class can

release claims against Accurint, it can do so for Contact &

Locate, as well.



                                        IV.

     We are left with one final argument: a challenge by one

(and only one) Objector 8 to the district court’s approval of

class    counsel’s      approximately     $5.3    million     fee   for    securing

injunctive relief for the (b)(2) Class.                  Federal Rule of Civil

Procedure      23(h)    permits    “the       court    [to]   award      reasonable

attorney’s fees . . . that are authorized by . . . the parties’

agreement.”      Fed. R. Civ. P. 23(h).               We review attorneys’ fee

awards   for    abuse    of   discretion      only.     Carroll     v.    Wolpoff   &

Abramson, 53 F.3d 626, 628 (4th Cir. 1995).                       That review is

“sharply circumscribed,” and a fee award “must not be overturned

unless it is clearly wrong.”         Plyler v. Evatt, 902 F.2d 273, 278

(4th Cir. 1990) (internal quotation marks omitted).


     8 Objector Schulman is the only Objector and member of the
200 million-member (b)(2) Class to contest the award of fees in
this case.


                                        37
      Here, class counsel’s fee was negotiated by the parties,

and the Agreement allowed for a total attorneys’ fee award of up

to $5.5 million to be paid entirely by Lexis.                          The district

court awarded the requested fee after analyzing it through the

lodestar   method.      With     regard       to   the    Rule    23(b)(2)       Class

settlement,   the    district     court       found      that    “a    lodestar    of

$3,349,379.95 and a multiplier of 1.99 are applicable and, in

light of the fact that counsel allocated approximately 80% of

their time to crafting injunctive relief for the Rule 23(b)(2)

class, an award of $5,333,188.21 is appropriate.” 9                     Berry, 2014

WL 4403524, at *15.          Objector        Schulman argues primarily that

the   district     court’s     explanation         for    its    fee     award    was

insufficiently     detailed    and,     in     particular,       that    the     court

failed to respond to his protests that class counsel’s hourly

rate and number of hours worked were unreasonable.                      And indeed,

despite our very deferential review in this area, we do require

district courts to set forth clearly findings of fact for fee

awards so that we have an adequate basis to review for abuse of

discretion.      See Barber v. Kimbrell’s, Inc., 577 F.2d 216, 226



      9Under the lodestar method, the district court multiplies
the number of hours worked by a reasonable hourly rate. And it
can then “adjust the lodestar figure using a ‘multiplier’
derived from a number of factors, such as the benefit achieved
for the class and the complexity of the case.” Kay Co. v.
Equitable Prod. Co., 749 F. Supp. 2d 455, 462 (S.D.W. Va. 2010).



                                        38
(4th Cir. 1978) (adopting the twelve fee-shifting factors of

Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir.

1974),   whenever    the    district      court   is     required       to    determine

reasonable attorneys’ fees).

      We acknowledge that the district court’s explanation of its

fee award was brief, compressed into a single paragraph.                            And we

stress   the   importance     of    addressing       fee    requests         fully     and

carefully, so that we may engage in meaningful review.                                 See

Blankenship    v.   Schweiker,      676    F.2d   116,     118    (4th       Cir.    1982)

(vacating    fee    award   where    district     court     did    not       engage     in

thorough     review).        On     balance,      however,        and        under     the

circumstances of this case, we think that the district court’s

explanation was sufficient and that the court did not otherwise

abuse its discretion in approving the fee award.

      The district court provided the specific basis on which it

awarded fees: that class counsel “expended large amounts of time

and labor,” and “achieved an excellent result in this large and

complex action.”      Berry, 2014 WL 4403524, at *15.                It went on to

detail why the result was indeed “excellent,” finding that the

Agreement “provides substantial benefits for over 200 million

consumers” and “forces [Lexis] to comply with the FCRA.”                               Id.

And the court compared the lodestar multiplier to those applied

in similar cases.       That explanation is in accord with several of

the   more     prominent     Barber       factors,       which     “include           such

                                          39
considerations as the time and labor required, the novelty or

difficulty of the issues litigated, customary fees in similar

situations, and the quality of the results involved.”                          In re

MRRM, P.A., 404 F.3d 863, 867-68 (4th Cir. 2005).

      As to the reasonableness of class counsel’s hourly rate, it

is not the case, as Objector Schulman would have it, that the

court erred by relying solely on counsel’s affidavit as evidence

of   prevailing     market    rates.        On   the   contrary,     the   record

contains    multiple   expert      opinions,     all   backed   by      voluminous

evidence, that both counsel’s hourly rate and the time spent on

the case were reasonable.           The district court’s findings rest

not on unsupported and self-serving assertions from counsel, but

on   the   testimony   of    experts   like      Professor   Geoffrey      Miller,

comparing class counsel’s rates to those charged in bankruptcy

litigation as well as to rates awarded in similar class action

cases,     and   opining    that   counsel’s     attestations      to    the    time

incurred were consistent with the complexity and the duration of

the litigation.      The court’s reference to “large amounts of time

and labor” may have been brief, but it was backed by substantial

evidence on which the court was entitled to rely.

      Moreover, this case does not raise the kind of concerns

that might call for an especially robust or detailed explanation

of a fee award by a district court.              There is no reason to worry

here that “the lawyers might [have] urge[d] a class settlement

                                       40
at a low figure or on a less-than-optimal basis in exchange for

red-carpet        treatment       on    fees.”       See     Weinberger    v.   Great    N.

Nekoosa Corp., 925 F.2d 518, 524 (1st Cir. 1991).                          As discussed

above, given the size of the (b)(2) Class and the fragility of

its legal position, there was never any realistic possibility of

class-wide monetary relief; put bluntly, there is no reason to

think that class counsel left money on the table in negotiating

this Agreement.            And it is not as if the injunctive relief

ultimately achieved for the (b)(2) Class was below expectations.

Again, the district court’s assessment of the injunction as an

“excellent result in [a] large and complex action” may have been

on the terse side, but it is amply supported by the experts who

opined      on    the    fee   award,        characterizing        the    injunction     as

bringing about a “sea change” in business practices, J.A. 2015-

16,   and    as     a    “serious       advancement     of    consumer     rights   by    a

dominant member of the data broker industry,” J.A. 583.                                 See

McDonnell v. Miller Oil Co., 134 F.3d 638, 641 (4th Cir. 1998)

(finding         that    the   “most        critical    factor     in     calculating    a

reasonable         fee    award        is   the     degree    of   success      obtained”

(internal quotation marks omitted)). 10


      10Other features of this case further diminish any concern
about the fee award and, accordingly, any need for heightened
scrutiny by the district court. Because class counsel’s fee is
to be paid entirely by Lexis, it does not reduce the (b)(2)
Class’s recovery. Cf. Cook v. Niedert, 142 F.3d 1004, 1011 (7th


                                               41
     Finally, the fact that only one of the approximately 200

million members of the (b)(2) Class objects to the award of

attorneys’ fees is relevant to our decision.                Notice of the

proposed settlement in this case reached 75.1 percent of the

(b)(2)   Class   members,   but    only    Objector   Schulman   raised   any

concerns; indeed, the other Objectors specifically declined to

join this portion of the challenge.            That almost complete lack

of objection to the fee request provides additional support for

the district court’s decision to approve it.            See In re Rite Aid

Corp. Sec. Litig., 396 F.3d 294, 305 (3d Cir. 2005) (noting that

only two of 300,000 class members objecting to fee request is a

“rare phenomenon” and evidence that the district court did not

abuse its discretion in awarding fees); see also Flinn, 528 F.2d

at   1174   (finding   class      action   settlement    reasonable   where

“[o]nly five members of the class filed any dissent from the

settlement”).




Cir. 1998) (when attorneys’ fee reduces amount of common fund,
court must carefully scrutinize fee application).       Nor, of
course, will it require the expenditure of taxpayer funds, which
might warrant additional scrutiny. Cf. Perdue v. Kenny A., 559
U.S. 542, 559 (2010) (limiting the use of multipliers in
lodestar-based fee awards against the government under fee-
shifting statutes). Finally, the parties did not even begin to
negotiate class counsel’s fee until after the substantive terms
of the Agreement were finalized, making it far less likely that
counsel could have traded off the interests of class members to
advance their own ends.



                                     42
     Again, we should not be understood to minimize the need for

district courts to explain their attorneys’ fee awards and to

take account of relevant objections.   But on the facts of this

case, we find that the district court satisfied that standard,

and committed no abuse of discretion in awarding attorneys’ fees

to class counsel in connection with the (b)(2) Class settlement.



                               V.

     For the reasons set forth above, we affirm the decision of

the district court.

                                                         AFFIRMED




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