This website has been established to provide general information related to The Chubb Corporation (“Chubb” or the “Company”) Shareholder Litigation.The capitalized terms used on this website, and not defined herein, shall have the same meanings ascribed to them in the Stipulation and Agreement of Compromise, Settlement, and Release (the "Stipulation") dated September 7, 2016, which can be found and downloaded by clicking on the Case Documents tab above.
This is a securities class action currently pending before the Honorable Margaret Goodzeit, P.J. Ch. in the Superior Court of New Jersey, Somerset County, Chancery Division (the “Court”), and is styled In re The Chubb Corporation Shareholder Litigation, No. C-012040-15 (the "Consolidated Action"). The law firm of Robbins Geller Rudman & Dowd LLP is Plaintiffs' counsel.
The Class is defined as follows:
All record holders and beneficial owners of Chubb common stock, their respective successors, predecessors, representatives, trustees, executors, administrators, heirs, assigns, or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, together with their predecessors, successors, and assigns, who held shares of Chubb common stock at any time between and including June 30, 2015 and January 14, 2016, the date of the consummation of the Transaction.
On July 1, 2015, Chubb and ACE Limited (“ACE”) announced that they had entered into a definitive agreement (the “Merger Agreement”), wherein ACE would acquire Chubb in a stock and cash transaction, by which William Investment Holdings Corporation, a wholly-owned subsidiary of ACE (“Merger Sub”), would merge with and into Chubb (the “Proposed Transaction”).
On July 10, 2015, plaintiff The Sadie Nauy Charitable Foundation filed a class action complaint in the New Jersey Superior Court captioned The Sadie Nauy Charitable Foundation v. The Chubb Corporation, et al., naming as defendants Zoë Baird Budinger; Sheila P. Burke; James I. Cash, Jr.; John D. Finnegan; Timothy P. Flynn; Karen M. Hoguet; Lawrence W. Kellner; Martin G. McGuinn; Lawrence M. Small; Jess Søderberg; Daniel E. Somers; William C. Weldon; James M. Zimmerman; Alfred W. Zollar (collectively, the “Individual Defendants”); Chubb, ACE, and Merger Sub (collectively with the Individual Defendants, “Defendants”), Docket No. C-12040-15, challenging the Proposed Transaction (the “Sadie Nauy Action”).
Plaintiffs and their counsel conducted a detailed review and analysis, in conjunction with their financial experts, of the non-public documents produced by Chubb, as well as publicly available documents, including the Registration Statement, the Proxy, the Prospectus, and any amendments thereto. The Parties engaged in discussions with respect to Plaintiffs’ claims pertaining to the Proposed Transaction and demands for increased disclosure to Chubb shareholders. Counsel to the Parties have engaged in arm’s-length negotiations concerning the terms and conditions of a potential resolution of the Consolidated Action. During these negotiations, Plaintiffs and Defendants each recognized the time and expense that would be incurred by further litigation. Plaintiffs have retained and consulted with financial advisors in connection with the prosecution of their claims and the negotiation with counsel for Defendants. On October 12, 2015, after arm’s-length negotiations, counsel to the Parties in the Actions entered into a Memorandum of Understanding (“MOU”) concerning the structure of a settlement of the Actions, the full terms of which are set forth in the Stipulation.
Only after agreeing on the substantive terms of a settlement, counsel for the Parties discussed and ultimately agreed on the amount of an application for an award of attorneys’ fees that Plaintiffs’ counsel would make and Defendants would not oppose, subject to Court approval.
In consideration for the full settlement and release of the Plaintiffs’ Released Claims (as defined in the Notice of Pendency of Class Action, Proposed Settlement and Settlement Hearing) (the "Notice") against the Released Parties (defined defined in the Notice) and the dismissal with prejudice of the Consolidated Action, Chubb made additional disclosures on a Form 8-K filed with the SEC on October 12, 2015 concerning the Proposed Transaction (the “Supplemental Disclosures”). Without admitting any wrongdoing, Defendants agree that the prosecution of the Consolidated Action and efforts of Plaintiffs’ counsel were the sole cause of the decision to make the Supplemental Disclosures reflected in Exhibit A to the Stipulation and the inclusion of certain additional disclosures in the Registration Statement, the Proxy and the Prospectus and the amendments thereto. These Supplemental Disclosures included, among other things, material information concerning Chubb and ACE’s financial forecasts used by Guggenheim Securities LCC ("Guggenheim") to value Chubb and ACE; the firms Guggenheim used to perform its Peer Group Analysis and the rationale for selecting those firms; the rationale Guggenheim used to determine which prior Mergers and Acquisitions transactions to use in its Precedent Merger and Acquisition Transaction Analysis; the expected/estimated cost savings, revenue synergies and financing costs used by Guggenheim when it performed a pro forma model of a combined Chubb and Ace; and additional details of the June 18, 2015, Chubb Board meeting concerning the Proposed Transaction.
Although the information on this website is intended to assist you, it does not replace the information contained in the Notice and the Stipulation, both of which can be found and downloaded from this website. We recommend that you read the Notice and other relevant case documents carefully.
|Request Exclusion||December 21, 2016|