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FREQUENTLY ASKED QUESTIONS
BASIC INFORMATION:
1. Why did I receive a notice package?
The Court authorized that the notice to be sent to you because you or an individual
or entity related to you may have purchased or otherwise acquired Marsh & McLennan
Companies, Inc. (“MMC”) securities between October 14, 1999 and October 13, 2004,
inclusive, (the "Class Period"). The Court in charge of the case is the United States
District Court for the Southern District of New York, and the case is known as In
re Marsh & McLennan Companies, Inc. Securities Litigation, Civil Action
No. 04-CV-08144 (the "Action"). The entities that brought suit are called Lead Plaintiffs.
Lead Plaintiffs are the Public Employees Retirement System of Ohio, the State Teachers
Retirement System of Ohio, the Ohio Bureau of Workers’ Compensation and the State
of New Jersey, Department of Treasury, Division of Investment, on behalf of itself
and the Common Pension Fund A, the DCP Equity Fund, and the Supplemental Annuity
Collective Trust Fund. The companies and individuals they sued – MMC, Marsh, Jeffrey
Greenberg ("Greenberg") and Roger Egan ("Egan") – are called the Defendants.
The Court authorized the notice to be sent to you because you have a right to know
about the proposed settlement of a class action lawsuit, and about all of your options,
before the Court decides whether to approve the Settlement. If the Court approves
the Settlement, and resolves any objections that may be filed in opposition to the
Settlement, as explained below, and if any appeals are resolved, then the Claims
Administrator appointed by the Court will distribute the payments that the Settlement
permits. You may track the progress of the Settlement by visiting www.MMCSecuritiesLitigation.com. The notice package explains
the lawsuit, the Settlement, your legal rights, what benefits are available, who
is eligible for them, and how to obtain them.
2. What is this lawsuit about?
The lawsuit claims that Defendants made false and misleading statements in MMC’s
public filings and in other public communications. Specifically, Lead Plaintiffs'
claims arise out of the practice in the insurance brokerage industry of brokers
charging and collecting so-called "contingent commissions" from insurers. Lead Plaintiffs
allege that the existence of a certain type of contingent commissions created incentives
for Marsh to engage in various improper practices to maximize Marsh's contingent
commission revenue. Lead Plaintiffs claim that the Defendants violated federal securities
laws by misrepresenting the nature of Marsh’s contingent commission revenue and
by failing to disclose the allegedly improper practices by Marsh that increased
that revenue. Lead Plaintiffs allege that upon the disclosure of information correcting
Defendants’ prior misrepresentations and omissions, the price of MMC stock dropped,
causing damages to Lead Plaintiffs and the other Members of the Class.
3. Why is this a class action?
In a class action, one or more individuals or entities called class representatives
(in this case the Lead Plaintiffs) sue on behalf of persons or entities that have
similar claims. All these individuals and/or entities are referred to collectively
as a class, and are referred to individually as class members. Bringing a case,
such as this one, as a class action allows adjudication of many similar claims of
persons and entities that might be economically too small to bring in individual
actions. One court resolves the issues for all class members, except for those who
exclude themselves from the class.
4. Why is there a settlement?
The Court did not decide in favor of Lead Plaintiffs and the Class or Defendants.
Instead, Lead Plaintiffs and Defendants have agreed to settle the lawsuit. The parties
retained the Honorable Daniel Weinstein (retired), as a mediator. The Settlement
was the product of extensive arms-length negotiations, with the assistance of this
respected mediator.
Lead Plaintiffs have agreed to settle the lawsuit based on the risks involved in
further litigation, and their conclusion that the proposed Settlement is fair, reasonable
and adequate, and serves the best interests of the Class Members. Lead Counsel have
determined that by settling, the cost and substantial risks of further litigation
will be avoided, while at the same time providing substantial compensation to the
Class. Lead Plaintiffs and Lead Counsel believe that the Settlement is best for
all Class Members.
WHO IS IN THE SETTLEMENT?:
5. How do I know if I am part of the Settlement?
All individuals or entities that purchased or otherwise acquired MMC securities
between October 14, 1999 and October 13, 2004, inclusive, (the "Class Period") and
that claim to have suffered losses as a result of such purchase or acquisition.
6. Are there exceptions to being included in the Class?
Yes. (1) MMC and Marsh and the officers, directors, employees, affiliates, parents,
subsidiaries, representatives, predecessors and assigns of each of them; (2) Greenberg
and Egan and the immediate families, employees, affiliates, representatives, heirs,
predecessors, successors and assigns of each of them and any entity in which either
of them has a controlling interest; and (3) those persons and entities that would
otherwise be Members of the Class but that submit valid and timely requests for
exclusion in accordance with this notice.
7. I’m still not sure if I am included.
If you are still not sure whether you are included in the Class, you may ask for
free help by calling, toll-free, (866) 494-8404 for more information. Alternatively,
you may fill out and return the claim form attached to the notice to see if you
qualify.
THE SETTLEMENT BENEFITS – WHAT YOU GET:
8. What does the settlement provide?
The proposed Settlement calls for MMC to create a Settlement Fund in the amount
of $400,000,000.00. Lead Plaintiffs estimate that the average recovery per damaged
share of MMC common stock is $0.93 per share before the accrual of interest, the
payment of taxes on accrued interest, and the deduction of Court-awarded attorneys'
fees and out-of-pocket expenses, costs of notice and claims administration, and
reimbursement of costs and expenses for Lead Plaintiffs’ representation of the Class.
If you are a Class Member, you may receive more or less than this average amount
depending on: 1) the number of valid claims submitted; 2) the price paid for the
securities; 3) whether you sold your securities; 4) the date of, and amount you
received upon sale; and 5) limitations described in the Plan of Allocation. For
purposes of the Settlement, your distribution from the "Net Settlement Fund" (the
Settlement Fund less taxes owed, costs of notice and claims administration, attorneys'
fees and out-of-pocket expenses as awarded by the Court, and reimbursement of costs
and expenses for Lead Plaintiffs' representation of the Class as awarded by the
Court) will be governed by the proposed Plan of Allocation described in this notice,
or such other Plan of Allocation as may be approved by the Court.
HOW YOU GET A PAYMENT – SUBMITTING A CLAIM FORM:
9. How can I obtain a payment?
To qualify for payment, you must submit a claim form ("Proof of Claim") to the Claims
Administrator. A claim form is attached to the notice. Read the instructions carefully,
fill out the form, include all the required documents, sign it, and mail it to the
address provided, postmarked no later than February 22, 2010, to the Claims Administrator
as follows:
MMC Securities Litigation
c/o Rust Consulting, Inc.
P.O. Box 2262
Faribault, MN 55021-2382
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The Claims Administrator will process your claim and advise you if you are an "Authorized
Claimant" - meaning that your claim satisfies the requirements approved by the Court.
10. When could I receive my payment?
The Court will hold a hearing on December 23, 2009 to decide whether to approve
the Settlement. Even if Judge McMahon approves the Settlement, it may take more
than a year before the Settlement Fund is distributed to Class Members. There may
be appeals from certain individuals or entities that object to the Settlement or
one or more of the Settlement's terms, that delay the implementation of the Settlement;
resolving the appeals can take time, even more than a year. Another reason that
it may take more than a year for the Settlement Fund to be distributed is that once
the Settlement has been approved, and any appeals are resolved, the Claims Administrator
must process all of the Proof of Claim forms. The processing by itself is a very
complicated process and will take many months. Please be patient.
11. What am I giving up to receive a payment or stay in the Class?
Unless you exclude yourself by following the procedures outlined below, you will
remain in the Class. That means that, upon the effective date of the Settlement
(the "Effective Date"), pursuant to the judgment to be entered by the Court (the
"Judgment"), you will release all Settled Claims against all Released Parties (as
defined below). It also means that all of the Court's orders will apply to you and
legally bind you.
EXCLUDING YOURSELF FROM THE SETTLEMENT:
If you do not want to receive a payment from this Settlement, and you want to keep
the right to sue or continue to sue Defendants on your own about the legal issues
in this case, then you must take steps to get out of the Settlement. This is called
excluding yourself or is sometimes referred to as opting out of the Class.
12. How do I get out of the Settlement?
To exclude yourself from the Settlement, you must send a signed letter saying that
you want to be excluded from the Settlement in In re Marsh & McLennan Companies,
Inc. Securities Litigation, Civil Action No. 04-CV-08144. Be sure to include
your name, address, telephone number, the number of shares you purchased or sold
during the Class Period, the dates you purchased or sold the shares, the price you
paid for the shares, and your signature. Your exclusion request must be received
by no later than 5:00 p.m. Eastern Time on December 14, 2009 and can
be sent to the Claims Administrator by any of the following methods:
- email to the following email address:
info@MMCSecuritiesLitigation.com;
- overnight mail or hand delivery to: MMC Securities Litigation
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c/o Rust Consulting, Inc.
201 S. Lyndale Avenue,
Faribault, MN 55021;
- fax to (561) 651-7788.
You cannot exclude yourself by phone.
If you ask to be excluded, you: will not receive a settlement payment; cannot object
to the Settlement; will not be legally bound by anything that happens in this lawsuit;
and may be able to sue (or continue to sue) Defendants in the future.
13. If I don’t exclude myself, can I sue the Defendants for the claims being released
this Settlement?
No. Unless you exclude yourself, you give up any right to sue the Defendants or
the Released Parties for the claims that this Settlement resolves. If you have a
pending lawsuit, speak to your lawyer in that case immediately. You must exclude
yourself from the Class to bring or to continue your own lawsuit. Remember, the
exclusion deadline is December 14, 2009.
14. If I exclude myself, can I obtain money from this Settlement?
No. If you exclude yourself, do not send in a claim form to ask for any money. But,
if you exclude yourself, you may be able to sue, continue to sue, or be part of
a different lawsuit against Defendants.
THE LAWYERS REPRESENTING YOU:
15. Do I have a lawyer in this case?
Yes. The Court appointed the law firms of Grant & Eisenhofer P.A. and Bernstein
Liebhard LLP to represent you and other Class Members. These law firms are called
Lead Counsel. You will not be charged for these lawyers. If you want to be represented
by your own lawyer, you may hire one at your own expense.
16. How will the Lawyers be paid?
Lead Counsel have expended enormous amounts of time and effort litigating this case
on a contingent fee basis, and have also advanced the expenses of the litigation,
in the expectation that if they were successful in obtaining a recovery for the
Class, they would be paid from such recovery. In this type of litigation, it is
reasonable, customary and appropriate for counsel to be awarded a percentage of
a settlement fund as their attorneys' fees and reimbursement of their out-of-pocket
expenses. Therefore, Lead Counsel will file a motion asking the Court at the Settlement
Fairness Hearing (see Question 19, below) to make an award of attorneys' fees in
an amount up to thirteen and one-half percent (13.5%) of the Settlement Fund and
reimbursement of litigation expenses, including expert witness fees, not to exceed
$13,000,000.00. The Court may award less than these amounts. These amounts will
come out of the Settlement Fund. Defendants take no position regarding these fees
and expenses. A Court award of 13.5% of the Settlement Fund as attorneys' fees plus
reimbursement of out-of-pocket expenses in an amount not to exceed $13,000,000.00,
will affect the per damaged share recovery by an estimated amount of $0.16 per share.
Lead Counsel will also move the Court to award a payment of up to $320,000.00 to
the Lead Plaintiffs for the reasonable costs and expenses (including lost wages)
directly relating to their representation of the Class. Defendants also take no
position regarding this costs and expenses request. The Court may award less than
these amounts. Any amounts the Court awards will be paid out of the Settlement Fund.
Lead Counsel, without further notice to the Class, will subsequently apply to the
Court for payment of the Claims Administrator's fees and expenses incurred in connection
with giving notice, administering the Settlement and distributing the settlement
proceeds to the Members of the Class.
OBJECTING TO THE SETTLEMENT:
17. How do I make any objections I may have to the Settlement?
If you are a Class Member, you may object to the Settlement, any part of the Settlement,
or the request for attorneys' fees and reimbursement of expenses. You may state
why you think the Court should not approve any part of the Settlement. The Court
will consider your views if you file a proper objection within the deadline identified,
and according to the following procedures. To object, you must send a written objection
stating that you object to the Settlement in In re Marsh & McLennan Companies, Inc.
Securities Litigation, Civil Action No. 04-CV-08144. Be sure to include
your name, address, telephone number, your signature, proof of the number of MMC
securities that you purchased and sold during the Class Period, and the reasons
why you object to the Settlement or any part of the Settlement. Be sure to deliver
the objection to each of the places stated below. Your written objection must
be received by Lead Counsel and Defendants’ Counsel by 5:00 p.m. Eastern Time on
December 14, 2009:
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COURT
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LEAD COUNSEL
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DEFENDANTS'COUNSEL
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Clerk of Court
United States District Court
Southern District of New York
500 Pearl Street
New York, New York 10007-1312
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Stanley D. Bernstein, Esq.
Bernstein Liebhard LLP
10 East 40th Street, 22nd Floor
New York, New York 10016
Fax: (212) 779-3218
bernstein@bernlieb.com
Keith M. Fleischman, Esq.
Grant & Eisenhofer P.A.
485 Lexington Ave., 29th Floor
New York, New York 10017
Fax: (302) 622-7100
kfleischman@gelaw.com
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Wesley G. Howell, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Ave., 47th Floor
New York, New York 10166
Fax: (212) 351-4035
whowell@gibsondunn.com
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18. What is the difference between objecting to the Settlement and requesting exclusion
from the Settlement?
Objecting is simply telling the Court that you don't like something about the Settlement.
You may object only if you stay in the Class. By excluding yourself from the Class,
you are stating that you don't want to participate in the Settlement or the Action.
If you exclude yourself from the Class, you have no basis to object because the
case no longer affects you.
THE COURT’S SETTLEMENT FAIRNESS HEARING:
19. When and where will the Court decide whether to approve the Settlement?
The Court will hold a hearing at 11:00 a.m. on December 23, 2009, at the United
States District Court for the Southern District of New York, Courtroom 14C, United
States Courthouse, 500 Pearl Street, New York, New York 10007 (the "Settlement Fairness
Hearing"). At this hearing, the Court will consider whether the Settlement is fair,
reasonable, and adequate. If there are objections, the Court will consider them.
Judge McMahon will listen to Class Members (or their counsel) that have submitted
written objections and written indication(s) of their intention to appear and speak
at the hearing, as long as the written objections have been received by December
14, 2009 and delivered to the different places listed in the chart following Question
17, above. The Court may also decide how much to award Lead Counsel for attorneys'
fees and expenses and how much to award the Lead Plaintiffs for reimbursement of
their costs and expenses for representation of the Class. After the hearing, the
Court will decide whether to approve the Settlement. We do not know how long these
decisions will take. You should be aware that the Court may change the date and
time of the Settlement Fairness Hearing. Thus, if you want to come to the hearing,
you should check with Lead Counsel before coming to be sure the date and/or time
has not changed.
20. Do I have to come to the hearing?
No. Lead Counsel will answer questions Judge McMahon 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 your written objection is received on time, the
Court will consider it. You may also pay your own lawyer to attend to speak in support
of any written objection that you delivered on time, but it is not necessary. You
may do so as long as you have followed the instructions set forth in the answer
to Question 20, below.
21. May I speak at the hearing?
If you are a Class Member and have submitted a written objection to the Settlement
or the motion of Lead Counsel for attorneys' fees and expenses and follow the instructions
set out in response to Questions 16 and 18 above, you (or your counsel) may speak
at the Settlement Fairness Hearing in support of your objection. To do so, along
with your written objection, you must send a letter stating that it is your "Notice
of Intention to Appear in In re Marsh & McLennan Companies, Inc. Securities Litigation,
Civil Action No. 04-CV-08144." Be sure to include your name, address, telephone
number, and your signature. Your Notice of Intention to Appear must be received
no later than December 14, 2009 and be sent to the Clerk of the Court, Lead Counsel,
and Defendants' Counsel, at the addresses listed in Question 17. Individuals or
entities that intend to object to the Settlement, the Plan of Allocation, and/or
Lead Counsel's application for an award of attorneys' fees and expenses and desire
to present evidence at the Settlement Fairness Hearing must include in their written
objections the identity of any witness they may call to testify and exhibits they
intend to introduce into evidence at the Settlement Fairness Hearing. You cannot
speak at the hearing if you exclude yourself from the Class or if you have not provided
written notice of your intention to speak at the Settlement Fairness Hearing by
the deadline identified and in accordance with the procedures described.
IF YOU DO NOTHING:
22. What happens if I do nothing at all?
If you do nothing, you will not receive any money from the Settlement. But if you
are a Class Member, unless you exclude yourself from the Class, you won't be able
to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against
Defendants about the issues in this case, ever again.
GETTING MORE INFORMATION
23. Are more details about the Settlement?
The notice summarizes the proposed Settlement. More details are in the Stipulation.
You may obtain a copy of the stipulation by writing to
info@MMCSecuritiesLitigation.com or by downloading it from the “Court Documents”
link on this website.
You may also call 866-494-8404 toll-free or write to the Claims Administrator:
MMC Securities Litigation
c/o Rust Consulting, Inc.
P.O. Box 2262
Faribault, MN 55021-2382,
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SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES
If you purchased or otherwise acquired MMC securities during the Class Period as
nominee for a beneficial owner, then within seven (7) days of your receipt of this
notice, you must either: (a) send a copy of this notice and the accompanying Proof
of Claim and Release by first class mail to all such beneficial owners; or (b) provide
a list of the names and addresses of such beneficial owners to the Claims Administrator
via one of the methods described in the answer to Question 12 above.
If you chose option (a) above, you may request enough forms from the Claims Administrator
(at no charge) to complete your mailing. You may seek reimbursement of your reasonable
expenses actually incurred in complying with these directives, subject to approval
of Lead Counsel or the Court. All communications concerning this matter should be
addressed to the Claims Administrator.
Please do not contact the Court.
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