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Willis Towers Watson merger lawsuit dismissed

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Willis Towers Watson merger lawsuit dismissed

A federal court judge in Virginia on Wednesday dismissed an investor class action lawsuit against Willis Towers Watson P.L.C., its chief executive and others that challenged the broker’s 2016 merger deal, declaring the plaintiffs waited too long to file their complaint.

U.S. District Judge Anthony J. Trenga for the Eastern District of Virginia in Alexandria ruled in the case of In Re Willis Towers Watson P.L.C. Proxy Litigation, that “because the claims are barred by the applicable one-year statute of limitations, the Motions will be granted and this action dismissed.”

The case was originally filed Nov. 21 by Cambridge Retirement System, a Massachusetts city pension, and it named John Haley, the current CEO of Willis Towers Watson; Dominic Casserley, who was CEO of Willis from 2013 until his resignation in 2016; and Jeffrey W. Ubben, CEO of San Francisco-based investment company ValueAct Capital Management, the largest shareholder of Willis at the time of the $18 billion deal.

On Feb. 20, the court appointed the Oakland-based University of California Board of Regents, another shareholder, as the lead plaintiff, which filed an amended complaint on March 9.

According to its website, the Office of the Chief Investment Officer of the Regents currently manages a portfolio of investments totaling about $100 billion, which includes retirement, endowment and cash assets.

“Regents alleges that Defendants negligently failed to disclose the details of discussions that had taken place in September 2015 between Haley and Defendant Jeffrey Ubben … concerning a $165 million compensation package that Haley would receive as the CEO of the merged entity, as well as Haley’s failure to press for a higher special dividend to Towers shareholders as part of the merger,” court records said.

Judge Trenga wrote in his ruling that “there was publicly available information more than one year before the filing of this action that was sufficient to put the reasonable investor on inquiry notice of Plaintiff’s claims arising out of these alleged non-disclosures.”

In addition, Judge Trenga said, “the alleged non-disclosures are not material in light of the disclosure of Haley’s selection as the CEO of the merged entity.”

Court records state the Mr. Casserly first approached Mr. Haley in January 2015 to propose a merger between Towers and Willis. Towers and Willis announced the merger publicly on June 30, 2015, and the stock market reacted negatively, court records state, with Towers’ stock falling 8.8% from a June 29, 2015, close price of $137.98 to a June 30, 2015, close price of $125.80.

Willis Towers Watson declined comment on the ruling. Neither the University of California Board of Regents nor Cambridge Retirement System responded to requests for comment.

 

 

 

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