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Aon sues Willis Towers Watson over CFO hire, alleges trade secrets jeopardized

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Aon P.L.C. sued rival Willis Towers Watson P.L.C. on Monday alleging that the brokerage’s incoming chief financial officer, Michael Burwell, has knowledge of Aon’s trade secrets from when he work with Aon as a consultant at PricewaterhouseCoopers L.L.P. and breached his fiduciary duty to Aon by taking on his new post.

Mr. Burwell and Willis Towers Watson denied the allegations in a separate complaint.

Aon Corp. and Aon P.L.C. v. Michael J. Burwell and Willis Towers Watson P.L.C., filed in U.S. District Court in Chicago, alleges that Mr. Burwell, a former PwC partner, was a key member of a team working on a restructuring and cost-cutting project at Aon, which began last year.

Mr. Burwell was instrumental in convincing Aon to retain PwC to do this work and was “intimately involved in the implementation and execution of the project,” Aon said. Mr. Burwell directed strategy on the Aon engagement, the complaint said, and received confidential information and trade secrets from Aon.

According to an excerpt of the agreement between Aon and PwC cited in the complaint, “PwC will not assign any PwC partner, principal or employee performing services hereunder to perform services for a competitor of company on a subject matter arising out of or relating to the subject matter of this engagement for two years following the conclusion of such individual’s performance thereon.”

“While working for Aon,” the complaint said, “Burwell — without Aon’s knowledge — began negotiating with Aon’s competitor Willis to take a position as Willis’ chief financial officer.”

Willis announced on Aug. 21 that Mr. Burwell would become the new CFO, replacing Roger Millay, who is scheduled to step down on Oct. 2.

While negotiating his new position, Mr. Burwell continued to work on the Aon projects; continued to receive Aon confidential information; and continued to attend confidential strategy meetings with Aon’s most senior executives, the complaint said.

“If this court does not enjoin Burwell from working for Willis,” the complaint said, “Burwell will

continue to use Aon’s trade secrets to Aon’s detriment and Aon will be irreparably harmed.”

Willis and Mr. Burwell filed suit the same day seeking a declaratory ruling that Mr. Burwell had not misappropriated Aon’s trade secrets.

Willis said that Mr. Burwell readily provided written acknowledgement that he will not use, disclose or divulge any of Aon’s confidential and proprietary information to a third party.

“For some unexplained reason, Burwell’s assurances to PwC are not enough to satisfy Aon,” the complaint said.

Willis said Mr. Burwell is not and never has been an Aon employee and that If Aon had wanted Burwell to be bound by a noncompete agreement, “then it had the chance to try and obtain one while Burwell was providing consulting services.”

“Aon chose not to do it then, and it certainly cannot create such an obligation now by presumptively speculating that if Burwell becomes WTW’s new CFO, he will inevitably disclose Aon’s trade secrets,” the Willis complaint said.

Willis also charged that “Aon’s counsel also brazenly threatened that it will be unethical for Burwell to become WTW’s CFO and that his (certified public accountant) license in Michigan could be in jeopardy if he does so.”

“There is absolutely nothing in the rules governing CPAs licensed in Michigan that prevents Burwell from becoming WTW’s CFO,” the Willis complaint said. “To suggest in a letter to the senior legal officers of Burwell’s new employer that he has acted unethically without a shred of evidence, is nothing short of a reckless and outrageous attempt to interfere with his employment.”