In re Willis Towers Watson plc Proxy Litigation

Court: United States District Court, Eastern District of Virginia
Case Number: 1:17-cv-01338-AJT-JFA
Judge: Judge: Hon. Anthony Trenga
Case Contacts: Salvatore J. Graziano, John Rizio-Hamilton, Rebecca E. Boon, Jai K. Chandrasekhar, Jesse L. Jensen, Nicholas Gersh

This action (the “Action”) is brought on behalf of shareholders of Towers Watson & Co. (“Towers”) common stock as of both October 1, 2015, the record date for shareholders to be eligible to vote on the Merger of Towers and Willis Group Holdings plc (“Willis”), and January 4, 2016, the date the Merger closed, and concerns alleged materially untrue statements and material omissions made in proxy solicitations distributed to Towers stockholders concerning the Merger.

Lead Plaintiff Has Reached a Proposed Settlement for $75 Million

The Court-appointed Lead Plaintiff, The Regents of the University of California, on behalf of itself and the Class, has reached a proposed settlement of the Action for $75,000,000 in cash that, if approved, will resolve the Action (the “Settlement”).  In addition, a proposed $15,000,000 settlement has also been reached in a related action brought in the Delaware Court of Chancery (the “Delaware Settlement”).  The proposed Settlements will be considered independently by the respective Courts but will not become effective unless and until both Settlements have been approved and become final.

If you are a member of the Class in this Action, your rights will be affected and you may be eligible for a payment from the Settlements.  The Class consists of:

all persons and entities that were Towers shareholders, including shareholders of record and beneficial owners, as of both October 1, 2015, the record date for Towers shareholders to be eligible to vote on the Merger of Towers and Willis, and January 4, 2016, the date the Merger transaction between Towers and Willis closed, and who were allegedly damaged thereby.

Certain persons and entities are excluded from the Class by definition (see paragraph 39 of the Notice) or may request exclusion pursuant to the instructions set forth in the Notice (see paragraphs 63-67 of the Notice).

To be a Class Member, you do not need to have held all the Towers shares that you owned on October 1, 2015 until January 4, 2016.  You need only have continued to own at least some of that Towers common stock that you held on October 1, 2015 as of January 4, 2016.  You are excluded from the Class if you sold all of your Towers shares before January 4, 2016.  Any of your shares which were sold between October 1, 2015 and January 4, 2016 will not be eligible for recovery in the Settlements.  If you held more Towers shares on January 4, 2016 than you held on October 1, 2015, then only the shares you held on October 1, 2015 are eligible for recovery in the Settlement.

In addition, you may also be eligible to participate in the Delaware Settlement if you held Towers shares of the close of trading on January 4, 2016 (regardless of when you purchased them).

Please read the Notice to fully understand your rights and options.  Copies of the Notice and Claim Form can be found on the Case Documents page.  You may also visit the Settlement website, http://willistowerswatsonshareholderlitigation.com/, for more information about the proposed Settlement and proposed Delaware Settlement. 

Payments to eligible claimants will be made only if the Court approves the Settlement and a plan of allocation, the Delaware Court approves the Delaware Settlement, and any appeals are resolved, and after the completion of all claims processing.  Please be patient, as this process will take some time to complete.

IMPORTANT DATES AND DEADLINES

May 25, 2021

Claim Filing Deadline. Claim Forms must be postmarked no later than May 25, 2021 to be eligible for a payment from the Settlements.  A single claim form can be submitted for both Settlements.

April 15, 2021

Exclusion Deadline. To exclude yourself from the Class, you must submit a written request for exclusion so that it is received no later than April 15, 2021, in accordance with the instructions in the Notice.

April 15, 2021

Objection Deadline. Any objections to the proposed Settlement, the proposed Plan of Allocation, or the motion for attorneys’ fees and expenses, must be submitted or filed no later than April 15, 2021, in accordance with the instructions in the Notice.

May 21, 2021
at 1:00 p.m. Eastern Time

Settlement Hearing.  The Settlement Hearing will be held May 21, 2021 at 1:00 p.m. Eastern time, before the Honorable Anthony J. Trenga, either in person at the United States District Court for the Eastern District of Virginia, Courtroom 701 of the Albert V. Bryan U.S. Courthouse, 401 Courthouse Square, Alexandria, VA 22314, or by telephone or videoconference (in the discretion of the Court).  The Settlement Hearing will be held by the Court to consider, among other things, whether the proposed Settlement is fair, reasonable and adequate and should be approved; whether the proposed Plan of Allocation is fair and reasonable and should be approved; and whether Lead Counsel’s motion for attorneys’ fees and expenses should be approved.

The Litigation

The complaint in this matter was filed on November 21, 2017, and brought on behalf of all Towers Watson & Co. (“Towers”) shareholders as of October 1, 2015, the date Towers shareholders were eligible to vote on the merger between Willis Group Holdings plc (“Willis”) and Towers (the “Merger”). Defendants in this action are Willis Towers Watson plc (“Willis Towers Watson” or the “Company”), Towers, Willis, Towers’ former Chairman and CEO John Haley (“Haley”), Willis’ former CEO Dominic Casserley (“Casserley”), ValueAct Capital Management, L.P. (“ValueAct”), and ValueAct’s former CEO Jeffrey Ubben (“Ubben”).

In connection with the Merger, Defendants allegedly made numerous materially untrue statements and omissions of material fact concerning the fact that Haley, ValueAct, and Willis met during the Merger negotiations, including during a meeting in September 2015, and discussed a massive incentive compensation package that Haley would receive as the future CEO of the combined company, valued as high as $165 million over the three years following the Merger. Defendants allegedly further made numerous materially untrue statements and omissions of material fact concerning the fact that Haley had this conflict and did not seek the maximum additional compensation for Towers shareholders during the renegotiation of the Merger’s terms.

On January 22, 2018, the Regents of the University of California filed a motion for appointment as Lead Plaintiff and for approval of BLB&G as Co-Lead Counsel for the Class. The motion was granted on February 20, 2018. The Regents filed a consolidated amended complaint on March 9, 2018. Defendants filed motions to dismiss on April 13, 2018, with Towers, Willis, Haley, and Casserley filing one motion to dismiss and ValueAct and Ubben filing a separate motion to dismiss. Lead Plaintiff filed its opposition on May 7, 2018, and Defendants filed their replies on May 14, 2018. The Court heard oral argument on the motions to dismiss on May 18, 2018. On July 12, 2018, the Court granted Defendants’ motions to dismiss, finding that the action was not brought within the one-year statute of limitations and that the alleged omissions were not material. The Regents timely appealed to the Fourth Circuit, and the Court held oral argument on May 8, 2019. On August 30, 2019, the Fourth Circuit vacated the District Court’s decision and remanded the case to the District Court for further proceedings. On November 8, 2019, Defendants filed additional motions to dismiss Plaintiff’s claims. Plaintiff opposed these motions on December 9, 2019, and Defendants filed their replies on December 18, 2019. The District Court heard oral argument on December 20, 2019, and denied Defendants’ additional motions to dismiss on January 31, 2020. Defendants’ filed a subsequent motion to amend the District Court’s opinion and certify the opinion for interlocutory appeal under 28 U.S.C. § 1292(b) on February 4, 2020. The District Court heard oral arguments on Defendants’ motion to certify on February 12, 2020 and denied the motion on February 18, 2020. Briefing on class certification was completed on July 20, 2020, and discovery concluded on August 10, 2020.

On September 4, 2020, as later modified on November 4, 2020, the District Court certified a class consisting of all Towers shareholders (both beneficial and record holders) as of both October 1, 2015, the record date for Towers shareholders to be eligible to vote on the Merger, and January 4, 2016, the date the Merger closed, and who were damaged thereby (the “Class”).

Starting in October 2020, the parties engaged in several weeks of back and forth settlement negotiations. On November 19, 2020, the parties reached an agreement in principle to settle this action as well as a related action asserting fiduciary-duty claims in Delaware state court for a total of $90 million, consisting of $75 million to settle the federal claims and $15 million to settle the Delaware state claims.

On January 15, 2021, the parties entered into a Stipulation setting forth the full terms and conditions of the Settlement. That same day, Lead Plaintiff filed a motion for preliminary approval of the Settlement. On January 21, 2021, the Court granted preliminary approval and authorized distribution of the notice of settlement to the certified Class. The Court also scheduled the hearing for final settlement approval for May 21, 2021 at 1:00 PM.

Other Cases of Interest

  • Celgene Corporation
    District of New Jersey Salvatore J. Graziano, Adam H. Wierzbowski, Adam Hollander, Robert Kravetz, Jim Briggs
  • Venator Materials PLC
    Southern District of Texas, Houston Division John C. Browne, Michael D. Blatchley, Nicholas Gersh
  • Oracle Corporation
    Northern District of California John Rizio-Hamilton, Mark Lebovitch, Jonathan D. Uslaner, Abe Alexander, Nicholas Gersh
  • Allergan, Inc. (Drug Pricing)
    District of New Jersey John C. Browne, Lauren McMillen Ormsbee, Michael Mathai, Nicholas Gersh, Erika Connolly
  • Kraft Heinz Company
    Northern District of Illinois Salvatore J. Graziano, Katherine M. Sinderson, Abe Alexander, Nicholas Gersh, Kyle Panton
  • Myriad Genetics, Inc.
    District of Utah Hannah Ross, Adam H. Wierzbowski, Abe Alexander, Matthew Traylor, Nicholas Gersh
  • EQT Corporation
    Western District of Pennsylvania Salvatore J. Graziano, Hannah Ross, Adam H. Wierzbowski, Jai K. Chandrasekhar, Alexander T. Payne, Jared Hoffman, Emily Strickland, Thomas Sperber, Jesse L. Jensen
  • Citigroup, Inc.
    Southern District of New York John C. Browne, David Wales, John Rizio-Hamilton, Jeremy P. Robinson, Laura Lefkowitz, Catherine E. van Kampen
  • Merck & Co., Inc. (Vioxx-Related)
    District of New Jersey Salvatore J. Graziano, Katherine M. Sinderson, David Wales, Adam H. Wierzbowski, Abe Alexander, Catherine E. van Kampen
  • Salix Pharmaceuticals, Ltd.
    Southern District of New York Salvatore J. Graziano, John Rizio-Hamilton, Katherine M. Sinderson, Michael D. Blatchley, Adam Hollander, Alex Dickin, Catherine E. van Kampen