The Notice is given pursuant to an Order of the Court because you or someone in your family may have acquired Shire ADS or purchased call options or sold put options of Shire between September 29, 2014, and October 14, 2014, inclusive.
You got the Notice because you have a right to know about the proposed Settlement of this lawsuit, and about all your options, before the Court decides whether to approve the Settlement.
The Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.
The Court in charge of the case is the United State District Court for the Northern District of Illinois (the “Court”), and the case is called Rubinstein v. Gonzalez, No. 14-cv-9465 (the “Lawsuit”). The judge presiding over this case is the Honorable Robert M. Dow Jr. The person who brought the suit, Dawn Bradley, is called the “Plaintiff,” and the company and people she sued, AbbVie and Richard Gonzalez, are called the “Defendants.”
If the Court approves the Settlement and the Settlement becomes effective, (a) the Lawsuit will be dismissed with prejudice, (b) all members of the Class will be deemed to have released the Released Claims (a full copy of the Released Claims is in FAQ 10), and (c) the Claims Administrator approved by the Court will make payments pursuant to the Settlement.Back To Top
This following summary does not constitute findings of the Court. The Court has made no findings about the following matters and these descriptions are not opinions of the Court as to the merits of any of the claims or defenses raised by any of the parties.
The Plaintiff alleges as follows: AbbVie entered into an agreement to acquire Shire in what is called an “inversion transaction,” which would result in AbbVie’s becoming a foreign company, which would provide certain tax benefits. However, on September 22, 2014, the U.S. Treasury Department issued a notice of a tax rule change that would materially alter those benefits. The Lawsuit claims that despite knowing that the Company would not proceed with the Combination, the Defendant told investors on September 29, 2014, that he was “more energized than ever” and “more confident than ever” about the Combination, when in fact he knew the Company was reconsidering acquiring Shire. On October 14, 2014, AbbVie announced it was reconsidering the Combination and ultimately withdrew from the Combination the next day.
Plaintiff claimed that as a result of Gonzalez’s statements, investors believed that the Combination was moving forward and therefore acquired Shire Securities based on this reassurance. On October 14, 2014, after the Company announced it was reconsidering the Combination, the Shire share price dropped dramatically, causing harm to the Class. Defendants have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damage.
Plaintiff’s Counsel reviewed thousands of documents, took numerous depositions, and consulted with experts about the Lawsuit, and both Defendants and Plaintiff presented arguments to the Court about the merits of the claims. The Court decided not to dismiss the Lawsuit in its entirety, but did not make any final decisions about the merits of the case.Back To Top
In a class action, one or more people (in this case, Plaintiff Dawn Bradley) sue on behalf of people who have similar claims. All these people are a Class or Class Members.Back To Top
Although the Plaintiff and her counsel think they could have won at trial, the Defendants think the Plaintiff would not have won anything at a trial. But there was no trial. Instead, both sides agreed to a settlement. That way, the parties avoid the cost of a trial, and the Class Members will receive money. The Plaintiff and her attorneys think the Settlement is fair and what is best for all Class Members.
Plaintiff’s Counsel conducted an investigation and pursued extensive discovery relating to the claims and the underlying events and transactions alleged in the Lawsuit. Plaintiff’s Counsel have analyzed the evidence obtained during their investigation, and the extensive discovery obtained in the Lawsuit, and have also researched the law with respect to the claims asserted in the Lawsuit and the potential defenses. Plaintiff’s Counsel consulted with an expert regarding the potential damages to the Class, and considered the views of the expert retained by Defendants. Plaintiff’s Counsel also considered the Court’s partial denial of Defendants’ motion to dismiss the Lawsuit.
In negotiating and evaluating the terms of the Settlement, Plaintiff and Plaintiff’s Counsel considered the significant legal and factual defenses to the Plaintiff’s claims and the expense, length, and risk of pursuing their claims through trial and appeals. While Plaintiff believes that the Defendants recklessly omitted material information from the market about the fact that it was reconsidering the Combination and falsely reassured the market that the Combination would proceed, Defendants have argued that they acted appropriately and continue to deny all allegations of wrongdoing, fault, liability, or damage. In light of the risks of continued litigation, the amount of the Settlement, and the immediacy of recovery to the Class, Plaintiff and Plaintiff’s Counsel believe that the proposed Settlement is fair, reasonable, adequate, and in the best interests of the Class. Plaintiff and Plaintiff’s Counsel believe that the Settlement provides an extraordinary benefit to the Class, namely $16.75 million in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Lawsuit would produce a smaller, or no, recovery after trial and appeals, possibly years in the future.
The Court has not made any final decisions about Plaintiff’s claims or Defendants’ defenses.Back To Top
If you are a member of the Class, you are subject to the Settlement. The Class proposed to the Court consists of:
All Persons who purchased or otherwise acquired American Depository Shares or “ADS” or purchased call options or sold put options (collectively, “Securities”) of Shire plc (“Shire”) between September 29, 2014, and October 14, 2014, inclusive. Excluded from the Class are: Defendants and their families; the officers and directors of the Company during the Class Period; members of their immediate families and their legal representatives, heirs, successors or assigns, and any entity in which Defendants have or had a controlling interest; and persons that exclude themselves from the Class.
Please note: receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive money from the Settlement. If you wish to be eligible to get money from the Settlement, you are required to submit the Claim Form attached hereto and make sure it is postmarked no later than December 4, 2019.Back To Top
In consideration for the full and final settlement and dismissal with prejudice of the Lawsuit, and the release by the Class Members of any and all Released Claims, the Defendants have agreed to pay $16.75 million cash into an interest-bearing escrow account for the benefit of the Class to be divided, after payment of fees and expenses, among all Class Members who purchased or otherwise acquired ADS or purchased call options or sold put options of Shire between September 29, 2014, and October 14, 2014, and who send in a valid Claim Form.Back To Top
Your share of the fund will depend on several things, including, among other things, how many Class Members timely send in valid Claim Forms; the amount of Shire ADS or Call Options you purchased or otherwise acquired, or the amount of Shire Put Options you sold, during the Class Period; the prices and dates of those purchases or acquisitions; and the prices and dates of any sales you made. The Plan of Allocation in the Notice will provide more detail on your potential recovery.
The Settlement provides $16.75 million in cash for the benefit of the Class. The Settlement Amount and any interest it earns constitute the “Settlement Fund.” The Settlement Fund, after deduction of Court-approved attorneys’ fees and expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court, is the “Net Settlement Fund.” If the Settlement is approved by the Court, the Net Settlement Fund will be distributed to eligible Authorized Claimants—i.e., members of the Class who timely submit valid Claim Forms that are accepted for payment by the Court—in accordance with this proposed Plan of Allocation (“Plan of Allocation” or “Plan”) or such other plan of allocation as the Court may approve. The Court may approve this proposed Plan of Allocation, or modify it, without additional notice to the Class. Any order modifying the Plan of Allocation will be posted on this Settlement website.
The objective of the Plan of Allocation is to distribute the Settlement proceeds equitably among those Class Members who suffered economic losses as a proximate result of the alleged wrongdoing. The Plan of Allocation is not a formal damage analysis, and the calculations made in accordance with the Plan of Allocation are not intended to be estimates of, or indicative of, the amounts that Class Members might have been able to recover after a trial. Nor are the calculations in accordance with the Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants under the Settlement, because the Settlement Fund is less than the total losses alleged to be suffered by Class Members. The computations under the Plan of Allocation are only a method to weigh, in a fair and equitable manner, the claims of Authorized Claimants against one another for the purpose of making pro rata allocations of the Net Settlement Fund. An Authorized Claimant’s Recognized Claim will be the amount used to calculate the Authorized Claimant’s pro rata share of the Net Settlement Fund. The pro rata share will be the Authorized Claimant’s Recognized Claim divided by the total of the Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund.
The Plan of Allocation was developed in consultation with Plaintiff’s damages expert. In developing the Plan of Allocation, the damages expert calculated the estimated amount of alleged artificial inflation (or deflation) in the per-share prices of Shire ADS and options that was allegedly caused by Defendants’ alleged materially false and misleading statements and omissions, adjusting those price changes for factors that were attributable to market or industry forces, and for non-fraud-related information.
In order to have recoverable damages under the federal securities laws, disclosure of the alleged misrepresentation and/or omission must be the cause of the decline in the price of the security. In this Action, Plaintiff alleges that corrective information allegedly impacting the prices of Shire Securities (referred to as a “corrective disclosure”) was released to the market on October 14, 2014, which impacted the market price of Shire Securities in a statistically significant manner and removed the alleged artificial inflation (or deflation for put options). Accordingly, in order to have a compensable loss in this Settlement, Shire ADS or Call Options must have been purchased or otherwise acquired during the Class Period and held through October 14, 2014, and with respect to Shire Put Options, those options must have been sold (written) during the Class Period and not closed through October 14, 2014.Back To Top
In order to qualify for a payment, you must timely complete and return the Claim Form that accompanies the Notice. A Claim Form is enclosed with the Notice or it may be downloaded here. Read the instructions carefully; fill out the Claim Form; sign it; and mail or submit it online so that it is postmarked (if mailed) or received (if submitted online) no later than December 4, 2019. If you do not submit a timely Claim Form with all of the required information, you will not receive a payment from the Settlement Fund; however, unless you expressly exclude yourself from the Class as described in FAQ 14, you will still be bound in all other respects by the Settlement, the Final Judgment or Alternative Judgment, and the release contained in them.Back To Top
The Court will hold a hearing at 10:00 a.m. on October 22, 2019, at the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Courtroom 2303, Chicago, IL 60604, to decide whether to approve the Settlement. If the Court approves the Settlement after that, there may be appeals. It’s always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. Everyone who sends in a Claim Form will be informed of the progress of the Settlement on this Settlement website. Please be patient.Back To Top
If the Settlement is approved, you can’t sue or be part of any other lawsuit against Defendants about the legal issues in this case, regardless of whether or not you submit a Claim Form or get paid, unless you exclude yourself as explained in FAQ 14. It also means that all the Court’s orders will apply to you and legally bind you.
As a result of the Settlement, you can no longer sue any of the Defendants for any of the claims made in the Lawsuit. Giving up these claims is called a “release.” The full release language agreed to in connection with the Lawsuit is as follows:
The Released Claims are any and all claims and causes of action of every nature and description whatsoever, including both known claims and Unknown Claims, whether arising under federal, state, common, statutory, administrative, or foreign law, or any other law, rule, or regulation, at law or in equity, whether class or individual in nature, that Plaintiff or any other Class Member asserted in the Litigation or could have asserted in any forum that arise out of or are based upon or related in any way to (a) the acquisition or disposition of Shire publicly traded ADS or options during the Class Period, or (b) the allegations, transactions, acts, facts, matters, occurrences, representations, statements, or omissions involved, set forth, or referred to in the Litigation. “Released Claims” does not include any claims to enforce the Settlement. “Released Claims” includes “Unknown Claims” as defined below.
“Unknown Claims” means (a) any and all Released Claims that Plaintiff, Plaintiff’s Counsel, or any Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Persons, which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Released Persons, or might have affected his, her, or its decision(s) with respect to the Settlement, including, but not limited to, whether or not to object to this Settlement or seek exclusion from the Class; and (b) any and all Released Defendants’ Claims that the Released Persons do not know or suspect to exist in his, her, or its favor at the time of the release of the Plaintiff, Plaintiff’s Counsel, or any Class Members, which, if known by him, her, or it, might have affected his, her, or its settlement and release of Plaintiff, Plaintiff’s Counsel, or Class Members. With respect to any and all Released Claims and Released Defendants’ Claims, the Settling Parties stipulate and agree that, upon the Effective Date, the Settling Parties shall expressly waive and each of the Settling Parties shall be deemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights, and benefits of California Civil Code § 1542, which provides:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
The Settling Parties shall expressly waive and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code § 1542. The Settling Parties acknowledge that they may hereafter discover facts in addition to or different from those that he, she, it, or their counsel now knows or believes to be true with respect to the subject matter of the Released Claims or Released Defendants’ Claims, but the Settling Parties shall expressly settle and release, and each Class Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims and Released Defendants’ Claims, known or unknown, suspected or unsuspected, contingent or noncontingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Settling Parties acknowledge, and the Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and is a key element of the Settlement of which this release is a part.Back To Top
The Court appointed the law firms of Gardy & Notis, LLP and Wolf Haldenstein Adler Freeman & Herz LLP Co-Lead Counsel to represent you and other Class Members. These lawyers are called “Plaintiff’s Counsel.” You will not be charged any out-of-pocket money for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.Back To Top
Plaintiff’s Counsel will ask the Court to approve payment of up to 30% of the Settlement Amount plus out-of-pocket expenses for attorneys’ fees and expenses not to exceed $750,000. Plaintiff will also request reimbursement of time and expenses of $10,000 for the work she performed on behalf of the Class. Plaintiff’s Counsel have been working on this case since 2014 without any payment. Plaintiff’s Counsel successfully opposed Defendants’ motion to dismiss the Lawsuit; engaged in several discovery motions and conferences throughout 2017 and 2018, including four motions to compel and two motions for protective order; reviewed thousands of documents from Defendants and third parties; took 11 depositions; and consulted with an expert about the Lawsuit. The Court did not make any final decisions about the merits of the case. The fees would pay Plaintiff’s Counsel for investigating the facts, litigating the case, and negotiating the Settlement that achieves a $16.75 million recovery. The expenses are to reimburse Plaintiff’s Counsel for out-of-pocket expenses incurred in litigating the Lawsuit. The Court may award less than these amounts. The amount of the fees and expenses and Plaintiff’s fee will be deducted from the Settlement Fund. The costs to administer the Settlement will also be deducted from the Settlement Fund.Back To Top
You can object to the Settlement if you don’t like any part of it, including the request by Plaintiff’s Counsel for fees and reimbursement of expenses as described in FAQ 12. You can give reasons why you think the Court should not approve the Settlement or the request for fees/expenses. The Court will consider your views. To object, you must send a signed letter saying that you wish to comment on or object to the proposed Settlement, Plan of Allocation, and/or Fee and Expense Application in the AbbVie Securities Litigation. Include your name, mailing address, daytime telephone number, email address, and your signature; state the number of Shire ADS or options owned as of the beginning of trading on September 29, 2014 (the first day of the Class Period); identify the date(s), price(s), and number(s) of Shire ADS or options you purchased, acquired, and sold during the Class Period; and state your comments or the reasons why you object to the proposed Settlement, Plan of Allocation, and/or Fee and Expense Application, including any legal support for such objection. You must also include copies of documents demonstrating such purchase(s), acquisition(s), and/or sale(s). Your comments or objection must be filed with the Court and mailed or delivered to each of the following addresses such that it is received no later than October 1, 2019:
Gardy & Notis, LLP
126 East 56th Street, 8th Floor
New York, NY 10022
Joshua Z. Rabinovitz
Kirkland & Ellis, LLP
300 North LaSalle
Chicago, IL 60654
To exclude yourself from the Class and the Settlement, you must send a letter by First-Class Mail stating that you “request exclusion from the Class in the AbbVie Securities Litigation.” You cannot exclude yourself by telephone or email. Your letter must include your name, address, telephone number, and your signature. In addition, you must provide your purchases, acquisitions, and sales of Shire ADS or options during the Class Period, including the dates, the number of Shire ADS or options purchased, acquired, or sold and price paid or received for each such purchase, acquisition, or sale. You must submit your exclusion request so that it is postmarked no later than October 1, 2019, to:
AbbVie Securities Litigation
P.O. Box 4087
Portland, OR 97208-4087
Your exclusion request must comply with these requirements in order to be valid and effective. Plaintiff’s Counsel or the Claims Administrator may, at their discretion, request from any person or entity requesting exclusion documentation sufficient to prove his, her, or its purchases, acquisitions, and/or sales of Shire ADS or options during the Class Period.
If you ask to be excluded, you will not receive any payment from the Settlement, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this Lawsuit, and you may be able to sue the Defendants and the other Released Persons about the Released Claims in the future.
Defendants have the right to terminate the Settlement if valid requests for exclusion are received from persons and entities entitled to be members of the Class in an amount that exceeds an amount agreed to by Plaintiff and Defendants.Back To Top
Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class.
Excluding yourself is telling the Court that you do not want to be paid and do not want to release any claims you think you may have against Defendants and their Related Parties. If you exclude yourself, you cannot object to the Settlement because it does not affect you.Back To Top
The Court will hold a Settlement Hearing at 10:00 a.m. on October 22, 2019, at the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Courtroom 2303, Chicago, IL 60604. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate and whether to approve the Plan of Allocation. The Court will also consider how much to pay to Plaintiff’s Counsel. If there are objections, the Court will consider them. After the hearing, the Court will make decisions whether to approve these matters relating to the Settlement. We do not know how long these decisions will take.Back To Top
No. Plaintiff’s Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you don’t have to come to Court to talk about it. As long as you mailed your written objection with the proper documentation and in the manner described in FAQ 13 on time, the Court will consider it. You may also pay your own lawyer to attend, but it’s not necessary.
Unless the Court orders otherwise, any Class Member who does not object in the manner described in FAQ 13 and provide the proper proof of membership in the Class will be deemed to have waived any objection and will be forever foreclosed from making any objection to the proposed Settlement, the proposed Plan of Allocation, Plaintiff’s Counsel’s request for an award of attorneys’ fees and reimbursement of expenses, or Plaintiff’s request for an incentive award. Class Members do not need to appear at the hearing or take any other action to indicate their approval.Back To Top
If you do nothing, you will get no money from the Settlement. If the Settlement is approved, you won’t be able to start a lawsuit, or be part of any other lawsuit, against the Defendants about the legal issues in this case, ever again.Back To Top
The Notice summarizes the Settlement. More details are in the Stipulation of Settlement. For more detailed information about the matters involved in the Lawsuit, you are referred to the papers on file in the Lawsuit, including the Stipulation of Settlement, which may be inspected during regular business hours of each business day at the United States District Court Northern District of Illinois Clerk's Office. Copies of the Stipulation of Settlement and any related orders entered by the Court will be posted on this Settlement website. All questions about the Notice or the Claim Form should be directed to the Claims Administrator by emailing info@AbbVieSettlement.com, or calling 1-855-543-5395.Back To Top
In addition to this Settlement website, you can call the Claims Administrator at 1-855-543-5395 toll-free; write to AbbVie Securities Litigation, c/o Epiq, P.O. Box 4087, Portland, OR 97208-4087; email the Claims Administrator at info@AbbVieSettlement.com; or contact Jennifer Sarnelli of Gardy & Notis, LLP (one of counsel for Plaintiff) at email@example.com. PLEASE DO NOT CALL OR WRITE THE COURT.Back To Top