In re Willis Towers Watson plc Proxy Litigation

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

The complaint in this matter was filed on November 21, 2017, and brought on behalf of all Towers Watson & Co. (“Towers”) shareholders of record 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.

Following oral arguments on class certification on July 29, 2020, the District Court certified a class consisting of all Towers shareholders of record as of both October 1, 2015 and January 4, 2016 and who were damaged thereby (the “Class”) on September 4, 2020.

Trial is currently scheduled for March 15, 2021.

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