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Welcome to the Wachovia ERISA Settlement website. This
website is designed to keep class members informed regarding the ERISA Class
Action Settlement that has been approved in In Re Wachovia
Corp. ERISA Litigation. While the District Court has approved the
Notice
of Proposed Settlement and ordered that certain documents filed with the Court
be posted on this website, the content of this website is the responsibility of
Plaintiffs' Class Counsel, and has not been approved by the Court.
On November 3, 2011, the Honorable Martin Reidinger granted the amended final
approval order of the Class Action Settlement Agreement (“Settlement
Agreement”). The Settlement is now final. The Plan of Allocation was
implemented on December 12, 2011.
Background
Six substantially identical cases were consolidated into the present Action
on August 13, 2008, and on December 24, 2008 the district court then presiding
over the case appointed Keller Rohrback L.L.P. as Interim Lead Counsel ("Class
Counsel").
The Action was transferred to the United States District Court for the
Western District of North Carolina on June 18, 2009 and Plaintiffs filed a
Consolidated Complaint ("Complaint") on September 18, 2009. The Complaint was
filed on behalf of participants and beneficiaries of the Wachovia Savings Plan
and/or the A.G. Edwards, Inc. Retirement and Profit Sharing Plan (collectively,
"Plans") whose Plan accounts included investments in Wachovia stock. This
Action alleged breaches of fiduciary duty in violation of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
The Complaint alleged six causes of action: (1) failure to prudently and
loyally manage the Plans' investment in Wachovia stock; (2) failure to monitor
fiduciary appointees; (3) failure to disclose necessary information to
co-fiduciaries; (4) failure to provide Plan participants with complete and
accurate information regarding Wachovia stock; (5) failure to prevent breaches
by co-fiduciaries of their duties of prudent and loyal management, adequate
monitoring, and complete and accurate communications; and (6) knowing
participation in breaches.
Plaintiffs David W. Allen, Robert M. Cominsky, Richard F. Dziak, Rose Hansen,
Alan A. Hardman, Jerry R. Kelley, Jr., Denise A. Tuttle, and Todd A. Wright
("Named Plaintiffs"), alleged that Defendants knew or should have known that the
Plans' investment in Wachovia stock was not a prudent retirement investment and
that Defendants acted imprudently by not preventing further investment in
Wachovia stock and not liquidating those holdings.
Defendants moved to dismiss the Complaint on October 19, 2009. After
this motion was fully briefed, the Court dismissed the Complaint on August 6,
2010. Plaintiffs filed a timely Notice of Appeal and filed their opening brief
in the United States Court of Appeals for the Fourth Circuit on November 17,
2010. On December 7, 2010, the Parties filed a joint motion to remand the case
to the Western District of North Carolina for settlement purposes, and the
motion was granted ten days later.
The Settlement Class
On November 3, 2011, the Honorable Martin Reidinger granted the amended final approval
order of the
ERISA Settlement on behalf of everyone who, subject to certain exceptions
identified below, fits the following description:
All persons other than Defendants who were participants in or beneficiaries
of the Wachovia Savings Plan at any time between May 8, 2006 and December 31,
2008 and whose Plan account included units of investment in Wachovia Corporation
common stock and/or participants in or beneficiaries of the A.G. Edwards, Inc.
Retirement and Profit Sharing Plan at any time between October 1, 2007 and
December 31, 2008 and whose Plan account included units of investment in
Wachovia Corporation common stock.
The Settlement
The Court has not decided in favor of Named Plaintiffs or Defendants.
Instead, Named Plaintiffs and Defendants have agreed to a settlement to resolve
the Action. In reaching the Settlement, they have avoided the cost and time of
the uncertainty of the appeal and a trial if their appeal is granted. As with
any litigation, Named Plaintiffs would face an uncertain outcome if this case
proceeded, including the risk of dismissal of the appeal as well as the risk of
not prevailing at trial.
Pursuant to the Settlement Agreement a Settlement Fund has been established
consisting of a deposit of $12.35 million in cash paid by Defendants, plus
interest earned thereon.
The Class Settlement Amount consisted of the Settlement Fund less certain
amounts described in the Settlement Agreement, including Court-approved
attorneys' fees and expenses and Named Plaintiffs' case contribution awards, and
was allocated among the Settlement Class in accordance with the
court-approved Plan of Allocation.
On October 24, 2011, the Court ruled on Named Plaintiffs’ requests for final
approval of the Settlement, for class certification, for approval of a proposed
plan of allocation, for an award of attorneys’ fees and expenses, and for case
contribution awards to Named Plaintiffs. On November 3, 2011, the Honorable
Martin Reidinger granted the amended final approval order of the Class Action
Settlement Agreement ("Settlement Agreement"). The appeals deadline in this
matter is December 3, 2011. The Settlement is now final.
Settlement FAQ:
Q: How do I know whether I am part of the Settlement Class?
The District Court has certified this Action as a class
action. The Settlement Class consists of all persons other than Defendants who
were participants in or beneficiaries of the Wachovia Savings Plan at any time
between May 8, 2006 and December 31, 2008 and whose Plan account included units
of investments in Wachovia Corporation common stock and/or participants in or
beneficiaries of the A.G. Edwards, Inc. Retirement and Profit Sharing Plan at
any time between October 1, 2007 and December 31, 2008 and whose Plan account
included units of investment in Wachovia Corporation common stock.
If you were a member of the Settlement Class, your share of the Class
Settlement Amount, if any, was determined by the District Court-approved
Plan of Allocation, described in Section 7 of the
Notice of Proposed Settlement.
Q: How much will I get?
The Plan of Allocation describes how the Class Settlement Amount was distributed to Settlement
Class members. In general terms, the Plan of Allocation provided that each
Settlement Class member's share of the Class Settlement Amount was
calculated as follows:
The Class Settlement Amount was distributed among Settlement Class members in
proportion to their Net Losses. Each Settlement Class member's Net Loss was the total of the member's units of Wachovia common stock Net Loss,
which was, for each Settlement Class member the result obtained by: (i)
taking the dollar amount of the Settlement Class member's Plan account invested
in units of Wachovia common stock at the beginning of the Class Period; (ii)
adding the dollar amount added to the Settlement Class member's Plan account
invested in units of Wachovia Common Stock during the Class Period; (iii)
subtracting the dollar amount credited to the Settlement Class member's Plan
account resulting from any and all dispositions (e.g., sales, withdrawals,
loans, etc.) of units of Wachovia common stock during the Class Period; and (iv)
subtracting the dollar amount of the Settlement Class member's Plan account
balance in units of Wachovia common stock on December 31, 2008.
The Net Losses of the Settlement Class members was added. Each Settlement
Class member was assigned a Net Loss Percentage, reflecting the percentage of
the Settlement Class member's loss in relation to the losses incurred by all
Settlement Class members. Each Settlement Class member's share of the Class
Settlement Amount was equal to the Class Settlement Amount multiplied by the
Settlement Class member's Net Loss Percentage. This calculation was called
for each Settlement Class member the "Preliminary Dollar Recovery."
For Settlement Class Members who had with an account in both the Wachovia
Savings Plan and the A.G. Edwards, Inc. Retirement and Profit Sharing Plan,
during the Class Period, a “Preliminary Dollar Recovery.”
Defendants performed all calculations and determined whether you were
entitled to a share of the Class Settlement Amount and your share amount.
Defendants had access to all available records so you do not need to be
concerned if you no longer have your Plan account statements. Defendants identified all Settlement Class members whose Preliminary Dollar Recovery
was less
than $25. Those Settlement Class Members did not receive money from the Class
Settlement Amount, and the recovery otherwise allocable to them was
reallocated among the other Settlement Class Members.
Q: When can I expect to receive my payment?
The Plan of Allocation was implemented on December 12, 2011.
If you have any questions about the Wachovia ERISA Settlement, please send an
email to
info@wachoviaerisasettlement.com. This email will be directed to the
individuals handling the Settlement. Plaintiffs' Class Counsel have also set up
a toll free number 1 (800) 236-8134, if you prefer to call with
your questions.
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