The Court directed that the Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased or otherwise acquired Yelp common stock during the Class Period. The Court has directed us to send you the Notice because, as a potential Class Member, you have a right to know about your options before the Court rules on the Settlement. Additionally, you have the right to understand how this class action lawsuit may generally affect your legal rights.  If the Court approves the Settlement, and the Plan of Allocation (or some other plan of allocation), the claims administrator selected by Lead Plaintiff and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.

The purpose of the Notice was to inform you of the existence of this case, that it is a class action, how you might be affected, and how to opt back into the Class if you previously requested exclusion in response to the Certified Class Notice sent in 2020. It is also being sent to inform you of the terms of the Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the Plan of Allocation and the motion by Lead Counsel for an award of attorneys’ fees and reimbursement of Litigation Expenses (the “Settlement Hearing”). See paragraph 81 in the Notice for details about the Settlement Hearing, including the date and location of the hearing.

The issuance of the Notice was not an expression of any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement and a plan of allocation, then payments to Authorized Claimants will be made after any appeals are resolved and after the completion of all claims processing. Please be patient, as this process can take some time to complete.

Please note that on January 27, 2023, the Court granted final approval of the Settlement.

On January 18, 2018, Roei Azar filed a class action complaint in the Court, styled Azar v. Yelp, Inc. et al., Case No. 3:18-cv-00400-EMC.  The complaint alleged violations of the Securities Exchange Act of 1934 (the “Exchange Act”) against the Company, Jeremy Stoppelman and Lanny Baker.

On March 19, 2018, Lead Plaintiff filed a motion pursuant to the PSLRA to be appointed lead plaintiff in the Action. That same day, one additional movant filed a motion pursuant to the PSLRA to be appointed lead plaintiff in the Action, which was subsequently withdrawn on April 6 2, 2018. On April 27, 2018, the Court appointed Jonathan Davis as Lead Plaintiff for the Action; and approved Lead Plaintiff’s selection of Glancy Prongay & Murray LLP and Holzer & Holzer LLC as Lead Counsel.

On June 25, 2018, Lead Plaintiff and plaintiff Roei Azar filed and served the Amended Class Action Complaint for Violations of the Federal Securities Laws (the “Complaint”) asserting claims against all Defendants under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act. Among other things, the Complaint alleged that Defendants made materially false and misleading statements about Yelp’s revenue retention in its local advertising business. The Complaint further alleged that the prices of Yelp publicly-traded common stock were artificially inflated as a result of Defendants’ allegedly false and misleading statements, and declined when the truth was revealed.

On August 2, 2018, Defendants moved to dismiss the Complaint and requested judicial notice of 14 exhibits. On August 23, 2018, Lead Plaintiff served his papers in opposition to Defendants’ motion to dismiss and request for judicial notice. On September 6, 2018, Defendants served their reply papers

Oral argument on the motion was heard on September 20, 2018, and on November 27, 2018, the Court entered its Order granting in part, and denying in part, Defendants’ motion to dismiss (the “MTD Order”).

On December 17, 2018, Defendants filed a motion for reconsideration of a portion of the Court’s MTD Order, which the Court denied on January 22, 2019. On January 21, 2019, Defendants filed and served an answer to the Complaint.

From February 2019 through April 2021, the Parties engaged in extensive fact and expert discovery. On February 1, 2019, Lead Plaintiff served his first set of Requests for Production of Documents upon Defendants. In total during the discovery period, Lead Plaintiff propounded one set of Requests for Production of Documents, two sets of written Interrogatories, and one set of written Requests for Admissions upon Defendants; Defendants propounded one set of written Interrogatories and one set of written Requests for Production upon Lead Plaintiff. Over the course of the discovery period, Lead Plaintiff produced over 4,000 pages of documents to Defendants and Lead Plaintiff’s counsel reviewed and analyzed more than 400,000 pages of documents produced by Defendants. In July 2019, Lead Plaintiff took two Rule 30(b)(6) depositions of Defendant Yelp in San Francisco. Thereafter, Lead Plaintiff took the depositions of fifteen (15) Yelp current and former employees, including the Individual Defendants—a total of eleven (11) were conducted in person (ten (10) in San Francisco and one (1) in Chicago) and four (4) were conducted remotely. In addition, Defendants took the deposition of Lead Plaintiff. Lead Plaintiff retained two experts to testify on the topics of Yelp’s advertising and sales practices and outcomes, economic materiality, loss causation and damages. Defendants took the depositions of both of Lead Plaintiff’s experts. Defendants retained one expert to render competing opinions on economic materiality, loss causation and damages, who Lead Plaintiff deposed.

On August 14, 2019, Lead Plaintiff filed and served his motion for class certification, together with the expert report of Dr. Zachary Nye, Ph.D. regarding market efficiency. On October 21, 2019, after conferring with Lead Plaintiff regarding class certification with respect to Lead Plaintiff’s claims, the Parties filed a stipulation for class certification. On October 22, 2019, the Court entered an order certifying the Class and appointing Jonathan Davis as Class Representative, and Glancy Prongay & Murray and Holzer & Holzer LLC as Class Counsel.

On June 12, 2020, the Court issued an order approving the notice program, which included publication of the Summary Notice of Pendency of Class Action in the national edition of Investor’s Business Daily and over PR Newswire, and mailing of (a) Notice of Pendency of Class Action, and (b) Request for Exclusion From the Class form (collectively, “Certified Class Notice”). The Certified Class Notice was sent to putative Class Members beginning on June 26, 2020. Pursuant to the Court’s June 12, 2020 Order, the Certified Class Notice provided putative members of the Class with the opportunity to request exclusion from the Class. The Certified Class Notice explained Class Members’ right to request exclusion from the Certified Class, set forth the procedure for doing so, stated that it is within the Court’s discretion whether to permit a second opportunity to request exclusion if there is a settlement, and provided a deadline of August 25, 2020 for the submission of requests for exclusion. The Certified Class Notice further stated that Certified Class Members who choose to remain a member of the class “will be bound by all past, present and future orders and judgments in the Action, whether favorable or unfavorable.” Certain persons and entities exercised their right to request exclusion from the Class in connection with the Certified Class Notice, and three subsequently requested to be included in the Class.

On December 4, 2019, pursuant to the Parties’ joint request, the Court entered an amended scheduling order extending the fact discovery cut-off by four months to May 8, 2020, along with a corresponding extension of other case dates.

On May 1, 2020, pursuant to the Parties’ joint request, the Court entered an amended scheduling order extending the fact discovery cut-off from May 8, 2020 until 90 days after the date that the San Francisco County “shelter-in-place” order, or any other superseding “shelter-in-place” order impacting San Francisco County was lifted, and vacating the expert discovery-related pretrial deadlines.

On February 11, 2021, while Lead Plaintiff was actively pursuing discovery, the Court set the expert discovery cut-off on April 23, 2021, advised the Parties to conduct alternative dispute resolution after the close of expert discovery but before the commencement of motions for summary judgment, and directed the Parties to meet and confer immediately to identify a mediator. The Parties selected Judge Daniel Weinstein (Ret.) and Jed D. Melnick, Esq. of JAMS. The Parties exchanged extensive mediation statements and exhibits that addressed, among other things, issues related to liability and damages. The Parties participated in a full-day mediation session over Zoom on May 6, 2021. The session ended without an agreement to settle and the Parties proceeded with discovery.

On May 21, 2021, Defendants filed a motion for summary judgment with 37 exhibits filed under seal, along with a motion to strike the testimony and expert report of Jonathan E. Hochman. On June 25, 2021, Lead Plaintiff filed: (1) his opposition to Defendants’ motion for summary judgment, which included 101 exhibits certain of which were filed under seal; (2) his opposition to Defendants’ motion to strike the testimony and expert report of Jonathan E. 8 Hochman; and (3) a motion to strike portions of the expert report of Vinita Juneja, Ph.D. under seal. On July 21, 2021, Defendants filed replies in support of their motion for summary judgment under seal and their motion to strike the testimony and expert report of Jonathan E. Hochman. That same day, Defendants filed their opposition to Lead Plaintiff’s motion to strike portions of the expert report of Vinita Juneja, Ph.D. On August 9, 2021, Lead Plaintiff filed his reply in further support of his motion to strike.

Oral argument on the motion for summary judgment was heard on September 2, 2021 and on September 9, 2021, the Court entered its Order denying Defendants’ motion for summary judgment in its entirety.

Following the entry of the Court order denying Defendants’ motion for summary judgment, the Parties agreed to engage in another mediation session to revisit whether a settlement could be reached. The Parties again exchanged detailed mediation statements and exhibits on the issues of liability and damages in advance of another full-day mediation session with Judge Weinstein and Mr. Melnick, which occurred over Zoom on November 12, 2021. The session ended without any agreement being reached.

Following the mediation, however, Judge Weinstein and Mr. Melnick presented a mediator’s recommendation that the Action be settled for $22,250,000. The Parties accepted the mediator’s proposal. Thereafter, the Parties executed a term sheet (the “Term Sheet”) on December 3, 2021 that sets forth, among other things, the Parties’ agreement to settle and release all claims asserted against Defendants in the Action in return for a cash payment by or on behalf of Defendants of $22,250,000 for the benefit of the Class, subject to certain terms and conditions and the execution of a customary “long form” stipulation and agreement of settlement and related papers.

Based on the investigation and mediation of the case and Lead Plaintiff’s direct oversight of the prosecution of this matter and with the advice of his counsel, Lead Plaintiff agreed to settle and release the claims raised in the Action pursuant to the terms and provisions of the Stipulation, after considering, among other things, (a) the substantial financial benefit that Lead Plaintiff and the other members of the Class will receive under the proposed Settlement; and (b) the significant risks and costs of continued litigation and trial.

Defendants are entering into the Stipulation solely to eliminate the uncertainty, burden and expense of further protracted litigation. Each Defendant has denied, and continues to deny, that they have committed any violation of federal or state laws or any other wrongdoing, and the Stipulation shall in no event be construed or deemed to be evidence of a presumption, an admission or concession on the part of any of the Defendants, or any other of the Defendants’ Releasees (defined in paragraph 39 of the Notice), with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that Defendants have, or could have, asserted. Similarly, the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of Lead Plaintiff of any infirmity in any of the claims asserted in the Action, or an admission or concession that any of the Defendants’ defenses to liability had any merit.

On August 1, 2022, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to potential Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

On January 27, 2023, the Court granted final approval of the Settlement.

If you are a member of the Class, you are subject to the Settlement, unless you timely requested to be excluded.  The Court-certified Class consists of:

all Persons who purchased or otherwise acquired Yelp common stock during the period between February 10, 2017 and May 9, 2017, inclusive, and were damaged thereby.

Excluded from foregoing class are: (a) Persons who suffered no compensable losses; (b) Persons who have previously submitted valid requests for exclusion from the Class who do not opt back into the Class; and (c) Defendants, officers and directors of Yelp during the Class Period, members of their immediate families, and any entity in which the Defendants have or had a controlling interest and their respective legal representatives, heirs, successors, or assigns.

Please note that the Claims Filing Deadline has now passed. 

Lead Plaintiff and Lead Counsel believe that the claims asserted against Defendants have merit.  They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against Defendants through trial and appeals, as well as the very substantial risks they would face in establishing liability.  Lead Plaintiff and Lead Counsel recognized that Defendants had several factual and legal defenses that could preclude any recovery.  For example, Defendants would assert that Lead Plaintiff could not prove that Yelp’s public statements or omissions during the Class Period were materially false and misleading, and that even if Lead Plaintiff could prove the existence of such misleading statements or omissions, that they were not made with the state of mind required for Lead Plaintiff to prevail on his securities fraud claims.  Thus, Lead Plaintiff faced the very real risk that a jury would find that the statements and omissions he alleged to be materially false and misleading were not, and that Defendants did not act with the intent to defraud or recklessness.  Lead Plaintiff would also have to prevail at trial, and if he was successful, on the appeal that would likely follow, in order to recover money for the Class.  In sum, there were very significant risks to the continued prosecution of the Action, and no guarantee that there would be any recovery, let alone a recovery in an amount greater than $22,250,000.

In light of these risks, the amount of the Settlement and the immediacy of recovery to the Class, Lead Plaintiff and Lead Counsel believe that the Settlement is fair, reasonable and adequate, and in the best interests of the Class.  Lead Plaintiff and Lead Counsel believe that the Settlement provides a substantial benefit to the Class, namely $22,250,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller recovery, or no recovery after trial and appeals, possibly years in the future.

Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever.  Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation.  Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.

If there were no Settlement and Lead Plaintiff failed to establish any essential legal or factual element of his claims against Defendants, neither Lead Plaintiff nor the other members of the Class would recover anything from Defendants.  Also, if Defendants were successful in proving any of their defenses, at trial or on appeal, the Class could recover substantially less than the amount provided in the Settlement, or nothing at all.

As a Class Member, you are represented by Lead Plaintiff and Lead Counsel, unless you enter an appearance through counsel of your own choice at your own expense.  You are not required to retain your own counsel, but if you choose to do so, such counsel must file a notice of appearance on your behalf and must serve copies of their appearance on the attorneys listed in the section entitled, "When and Where Will the Court Decide Whether to Approve the Settlement?," below.

If you are a Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, and if you have not excluded yourself from the Class, you may present your objections by following the instructions in the section entitled, “When and Where Will the Court Decide Whether to Approve the Settlement?,” below. If you are a Class Member and you wish to object to the Settlement, the Plan of Allocation, or Lead Counsel’s application for attorneys’ fees and reimbursement of Litigation Expenses, and if you have not excluded yourself from the Class, you may present your objections by following the instructions in the section entitled, “When and Where Will The Court Decide Whether to Approve the Settlement?,” below.

If you are a Class Member and you have not excluded yourself from the Class, you will be bound by any orders issued by the Court.  If the Settlement is approved, the Court will enter a judgment (the “Judgment”).  The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Lead Plaintiff and each of the other Class Members, on behalf of themselves, and their respective heirs, executors, administrators, predecessors, successors, and assigns in their capacities as such, will have fully, finally and forever compromised, settled, released, resolved, relinquished, waived and discharged each and every Released Plaintiff’s Claim (as defined in paragraph 38 of the Notice) against Defendants’ Releasees (as defined in paragraph 39 of the Notice), and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiff’s Claims against any of the Defendants’ Releasees.

Please note that on January 27, 2023, the Court granted final approval of the Settlement.

At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement.

Pursuant to the Settlement, Defendants have agreed to pay or caused to be paid twenty-two million, two hundred and fifty thousand dollars ($22,250,000) in cash.  The Settlement Amount will be deposited into an escrow account.  The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.”  If the Settlement is approved by the Court and the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less (a) all federal, state and/or local taxes on any income earned by the Settlement Fund and the reasonable costs incurred in connection with determining the amount of and paying taxes owed by the Settlement Fund (including reasonable expenses of tax attorneys and accountants); (b) the costs and expenses incurred in connection with providing notice to Class Members and administering the Settlement on behalf of Class Members; and (c) any attorneys’ fees and Litigation Expenses awarded by the Court) will be distributed to Class Members who submit valid Claim Forms, in accordance with the Plan of Allocation or such other plan of allocation as the Court may approve. 

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

Please refer to the Plan of Allocation in the Notice, Paragraphs 55-73. 

Please note that on January 27, 2023, the Court granted final approval of the Settlement.

Plaintiff’s Counsel have not received any payment for their services in pursuing claims against Defendants on behalf of the Class, nor have Plaintiff’s Counsel been reimbursed for their out-of-pocket expenses.  Before final approval of the Settlement, Lead Counsel will apply to the Court for an award of attorneys’ fees for all Plaintiff’s Counsel in an amount not to exceed 33⅓% of the Settlement Fund.  At the same time, Lead Counsel also intends to apply for reimbursement of Litigation Expenses in an amount not to exceed $950,000, which may include an application for reimbursement of the reasonable costs and expenses incurred by Lead Plaintiff directly related to his representation of the Class in an amount not to exceed $15,000.  The Court will determine the amount of any award of attorneys’ fees or reimbursement of Litigation Expenses.  Such sums as may be approved by the Court will be paid from the Settlement Fund.  Class Members are not personally liable for any such fees or expenses.

Please note that on January 27, 2023, the Court granted final approval of the Settlement, including the requested attorneys’ fees.

Please note that the Exclusion Deadline has now passed. 

Please note that the Opt Back In Deadline has now passed. 

The Settlement Hearing was held on January 19, 2023 at 1:30 pm, Pacific (PT) before the Honorable Edward M. Chen at the United States District Court for the Northern District of California, via Zoom videoconference. The Court approved the Settlement, Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses.

If you purchased or otherwise acquired Yelp common stock between February 10, 2017 and May 9, 2017, inclusive, for the beneficial interest of persons or organizations other than yourself, you must either (a) within seven (7) calendar days of receipt of the Notice, request from the Claims Administrator sufficient copies of the Notice and Claim Form (the “Notice Packet”) to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notice Packets forward them to all such beneficial owners; or (b) within seven (7) calendar days of receipt of the Notice, provide a list of the names and addresses of all such beneficial owners to Yelp, Inc. Securities Litigation, c/o JND Legal Administration, P.O. Box 91030, Seattle, WA 98111.  If you choose the second option, the Claims Administrator will send a copy of the Notice and the Claim Form to the beneficial owners.  Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought, up to a maximum of $0.10 per name and address provided to the Claims Administrator; mailing of the Notice and Claim Form up to $0.50 per unit, plus postage at the rate used by the Claim Administrator; or emailing of the Notice and Claim Form up to $0.05 per email.  Any dispute concerning the reasonableness of reimbursement of costs shall be resolved by the Court. Copies of the Notice and the Claim Form may also be obtained from the Important Documents tab of this website, or by calling the Claims Administrator toll-free at (888) 964-0696.

Please note that the Claims Filing Deadline has now passed. 

The Notice contains only a summary of the terms of the Settlement.  

For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which are available on this website on the Important Documents page. You can also inspect all papers on file in this Action during regular office hours at the Office of the Clerk of Court for the United States District Court for the Northern District of California, United States Courthouse, 450 Golden Gate Avenue, San Francisco, CA 94102, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays.  You may also review the docket and papers filed in the Action for a fee through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.cand.uscourts.gov.

Copies of the Stipulation and any related orders entered by the Court will be posted on this website on the Important Documents page.

All inquiries concerning the Notice and the Claim Form should be directed to: 

and/or

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THER CLERK OF THE COURT, DEFENDANTS OR THEIR COUNSEL REGARDING THE NOTICE.