DUGAN et al v. TOWERS, PERRIN, FORSTER & CROSBY, INC. et al

Filing 213

ORDERED THAT THE TERMS OF THIS ORDER SHALL AHVE THE MEANING GIVEN TO THEM IN THE 8/20/2013 STIPULATION AND AGREEMENT OF SETTLEMENT BETWEEN THE PARTIES, TO THE EXTENT THAT THEY ARE DEFINED THERE. PLAINTIFFS' MOTION FOR PRELIMINARY CERTIFICATION O F THE SETTLEMENT CLASS IS GRANTED AS OUTLINED HEREIN. A SETTLEMENT CONFERENCE SET FOR 2/5/2014 10:00 AM IN COURTROOM 4-B BEFORE HONORABLE MITCHELL S. GOLDBERG. ETC.. SIGNED BY HONORABLE MITCHELL S. GOLDBERG ON 9/24/2013. 9/24/2013 ENTERED AND COPIES E-MAILED.(sg, )

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF PENNSYLVANIA
__________________________________________
:
:
:
:
v.
:
:
TOWERS, PERRIN, FORSTER & CROSBY,
:
INC., et al.,
:
Defendants.
:
__________________________________________:
ALAN H. DUGAN, et al.,
Plaintiffs,

CIVIL ACTION

No. 2:09-cv-5099

ORDER
AND NOW, this 24th day of September, 2013, upon consideration of Plaintiffs’
unopposed motion for preliminary approval of the proposed settlement and certification of the
settlement class (Doc. No. 211), and for the reasons discussed in the Court’s accompanying
Memorandum Opinion, it is ORDERED that:
1.

The terms of this Order shall have the meaning given to them in the August 20,
2013 Stipulation and Agreement of Settlement between the parties, to the extent
that they are defined there.

2.

Plaintiffs’ motion for preliminary certification of the settlement class under
F.R.C.P. 23(b)(3) is GRANTED. The class is defined as in paragraph 1(d) of the
Stipulation and Agreement of Settlement.

3.

Named Plaintiffs Alan H. Dugan, Ronald P. Giesinger, Marvin H. Greene, John
G. Kneen, John T. Lynch, Bruce R. Pittenger, J. Russell Southworth, C. Roland
Stichweh, Jacobus J. Van de Graaf, and John C. Von Hagen (collectively, the
“Dugan Plaintiffs”), Dale S. Allen, Candace M. Block, Deborah Dubois,
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Elizabeth J. Scattergood, and Richard P. Norton (collectively, the “Allen
Plaintiffs”), and Alice Pao (the “Pao Plaintiff”) are APPOINTED as
representatives of the settlement class. Additionally, the law firms of Willkie Farr
& Gallagher LLP and Berger & Montague, P.C. are APPOINTED as class
counsel, in accordance with F.R.C.P. 23(g)(1).
4.

Plaintiffs’ motion for preliminary approval of the proposed Settlement is
GRANTED, subject to further consideration at the Settlement Hearing provided
for in paragraph 11 of this Order.

5.

Consistent with the Settlement, to the extent Towers Watson possesses such
information and such information can be reasonably gathered and delivered,
within 5 business days from the date of this Order, Towers Watson shall
provide Class Counsel and/or the Claims Administrator, in electronic form, the
following information for each former Towers Perrin Principal who retired or
otherwise terminated his or her service with Towers Perrin and ceased to be a
Principal on or after January 1, 1971 and on or prior to June 1, 2005:
a. The person’s name, last known address, email address(es), and
telephone number(s);
b. The date(s) on which the person became a Towers Perrin Principal
(if the person had multiple, non-continuous tenures as a Towers
Perrin Principal, the start date of each tenure shall be listed);
c. The date(s) on which the person ceased to be a Towers Perrin
Principal (if the person had multiple, non-continuous tenures as a
Towers Perrin Principal, the termination date of each tenure shall
be listed);
d. The total number of Towers Perrin common shares purchased by
the person during the person’s tenure as a Towers Perrin Principal,
excluding any common shares received through the
recapitalization of preferred shares into common shares or the
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issuing of any stock dividends (if the person had multiple, noncontinuous
tenures as a Towers Perrin Principal, the total number
of Towers Perrin common shares that the person purchased shall
be listed separately for each tenure);
e. The total number of Towers Perrin common shares sold by the
person back to Towers Perrin upon the person’s termination from
service as a Towers Perrin principal, excluding any Towers Perrin
common shares that were received through the recapitalization of
preferred shares into common shares or the issuing of any stock
dividends (if the person had multiple, non-continuous tenures as a
Towers Perrin Principal, the total number of Towers Perrin
common shares that the person sold upon his or her termination
from service as a Towers Perrin Principal shall be listed separately
for each tenure);
f. The date(s) on which any shares of Towers Perrin preferred stock
owned by the person were converted into shares of Towers Perrin
common stock, the number of shares converted on each date, and
the rate of conversion for each share;
g. The date(s) on which the person received any stock dividends from
Towers Perrin and the number of additional Towers Perrin
common shares the person received as a result of the stock
dividends issued on each date;
h. Whether the person received, or will receive, any consideration
arising from the Merger;
i. Whether the person participated in Towers Perrin’s Voluntary
Separation Program;
j. Whether the person signed a release of claims in favor of Towers
Perrin upon the sale of his or her shares to Towers Perrin and, if so,
any consideration paid in exchange for such release;
k. Whether the person worked for Towers Perrin or Watson Wyatt at
the time of the Merger; and
l. Whether the person is currently employed by Towers Watson.
6.

Within 20 business days of this Order, Class Counsel shall cause to be mailed
by first-class mail, postage prepaid, the Notice and Proof of Claim form,
substantially in the form attached as Exhibits A-1 and A-2 to Plaintiffs’ motion, to
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any Class member whose address was provided by Defendants under paragraph 5
of this Order, or whose identity and address could otherwise be obtained through
reasonable effort. The date of the initial mailing shall be referred to as the “Notice
Date.” Furthermore, the Notice and Proof of Claim form shall be placed on the
website

maintained

by

the

Claims

Administrator

at

www.TowersPerrinRetireeLitigation.com.
7.

At or before the Settlement Hearing, Class Counsel shall file with the Court proof
of compliance with paragraph 6 of this Order.

8.

To effectuate the terms of the Notice and Settlement, Class Counsel are
authorized to retain Heffler Claims Group, or such other similarly qualified entity
as may be required, as Claims Administrator, without further order of the Court.
Class Counsel are also authorized and directed to prepare any tax returns required
to be filed on behalf of the Settlement Fund and to cause any taxes due and owing
to be paid from the Settlement Fund.

9.

Class Counsel shall submit their papers in support of final approval of the
Settlement, Plan of Allocation, and the application for attorney’s fees and
reimbursement of litigation expenses on or before January 15, 2014, and reply
papers to objections, if any, shall be submitted on or before January 31, 2014.

10.

All Class members shall be bound by all determinations and judgments in this
Action, unless they request exclusion from the Class in a timely and proper
manner. A Class member seeking exclusion shall mail a written request to the
address designated in the Notice, postmarked on or before January 6, 2014. The
request shall be in the form required by the Notice. Class members who properly

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request exclusion shall not be entitled to receive any payment from the Net
Settlement Fund.
11.

In accordance with F.R.C.P. 23(e)(2), a Settlement Hearing will be held at 10:00
a.m. on Wednesday, February 5, 2014, in Courtroom 4-B of the United States
Courthouse, 601 Market St., Philadelphia, PA 19106, to determine whether:
a. This Action should be finally certified as a class action for settlement
purposes;
b. The proposed Settlement is fair, reasonable, and adequate;
c. The settled claims against the Defendants should be released
and dismissed with prejudice, and the Defendants’ claims against the
Plaintiff Released Parties should be released, according to the Settlement;
d. The proposed Plan of Allocation of the Settlement proceeds
should be approved; and
e. Class Counsel’s application for attorney’s fees and litigation
expenses should be approved.

12.

Any Class Member who has not requested exclusion from the Class may appear
at the Settlement Hearing to show cause why the proposed Settlement should or
should not be approved as fair, reasonable, and adequate; why the Order and Final
Judgment should or should not be entered; why the Plan of Allocation should or
should not be approved as fair and reasonable; or why Class Counsel should or
should not be awarded attorney’s fees and reimbursement of litigation expenses in
the amounts sought by Class Counsel with the approval of Plaintiffs. However, no
Class Member shall be heard or entitled to contest the approval of the terms and
conditions of the proposed Settlement, the Order and Final Judgment to be
entered approving the same, the proposed Plan of Allocation, or Class Counsel’s
application for an award of attorney’s fees and payment of expenses unless, on or
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before January 22, 2014, such Class Member has properly and timely served by
hand or by first-class mail for receipt by such date by the counsel listed below
written objections and copies of any supporting papers and briefs upon Class
Counsel and counsel for Defendants as follows:
Plaintiffs’ Class Counsel:
Francis J. Menton, Jr.
Willkie Farr & Gallagher LLP
787 7th Avenue
New York, NY 10019
Telephone: [phone]
or
Lawrence Deutsch
Berger & Montague, P.C.
1622 Locust Street
Philadelphia, PA 19103
Telephone: [phone]
and
Defendants’ Counsel:
Michael L. Hirschfeld
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
Telephone: [phone]
Any member of the Class may enter an appearance in the Action, at his or her
own expense, individually or through counsel of his or her own choice. Class
Members who do not enter an appearance will be represented by Class Counsel.
Persons or entities who intend to object to the Settlement or Class Counsel’s
application for an award of attorneys’ fees and reimbursement of litigation
expenses, and desire to present evidence at the Settlement Hearing must include

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in their written objections the identity of any witnesses they may call to testify
and exhibits they intend to introduce into evidence at the Settlement Hearing.
13.

Any Class member who does not object in the manner prescribed in paragraph 12
of this Order shall be deemed to have waived any objection and shall be forever
foreclosed from making any objection to the fairness, reasonableness, or adequacy
of the proposed Settlement.

14.

In order to be eligible to participate in the Settlement, Class members must follow
the procedures prescribed in the Notice and Proof of Claim form. Proof of Claim
forms must be postmarked on or before March 7, 2014.

15.

Pending final determination of whether the Settlement should be approved, all
discovery and all proceedings in the Action are stayed, except for proceedings
related to the Settlement.

16.

If the Settlement is not approved or consummated for any reason whatsoever, the
Settlement and all proceedings held in connection therewith shall be without
prejudice to the status quo ante rights of the parties to the Stipulation, except as
otherwise set forth in the Stipulation.

17.

The administration of the proposed Settlement and the determination of all
disputed questions of law and fact with respect to the validity of any claim or
right of any person or entity to participate in the distribution of the Net Settlement
Fund shall be under the authority of this Court.

18.

Pending final determination of whether the Settlement should be approved,
Plaintiffs and all Class Members, and each of them, and anyone who acts or

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purports to act on their behalf, shall not institute, commence, or prosecute any
action that asserts Settled Claims against the Defendant Released Parties.
19.

Pending final determination of whether the Settlement should be approved,
Defendants, and each of them, and anyone who acts or purports to act on their
behalf, shall not institute, commence, or prosecute any action that asserts
Released Defendants’ Claims against the Plaintiff Released Parties.

BY THE COURT:
/s/ Mitchell S. Goldberg
____________________________
MITCHELL S. GOLDBERG, J.

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