On August 3, 2017, a putative class action complaint was filed in the United States District Court for the Southern District of Texas (the “Southern District of Texas”) against TechnipFMC plc, Douglas J. Pferdehirt (“Pferdehirt”), and Maryann T. Mannen (“Mannen”), styled as Prause v. TechnipFMC plc, et al., No. 4:17 cv 2368 (S.D. Tex.).  

By Order dated December 8, 2017, the Southern District of Texas appointed the Class Representative as Lead Plaintiff for the Action and approved the Class Representative’s selection of Pomerantz LLP and Lead Counsel.

On January 22, 2018, the Class Representative, as Lead Plaintiff, filed and served an Amended Class Action Complaint (the “Complaint”) individually and on behalf of all persons or entities similarly situated, asserting claims against TechnipFMC, Pferdehirt and Mannen arising under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b–5 promulgated thereunder, and against Pferdehirt and Mannen arising under Section 20(a) of the Exchange Act.  In addition, the Complaint also asserted claims against TechnipFMC, Halvorsen and Ralston arising under Section 11 of the Securities Act of 1933 (the “Securities Act”) and against Halvorsen and Ralston arising under Section 15 of the Securities Act.  Among other things and in relevant part, the Complaint alleged that all of the TechnipFMC Securities issued between January 16, 2017 and July 24, 2017, inclusive (the “Settlement Class Period”), were issued pursuant to certain registration statements that contained material misstatements and misrepresentations, including material overstatements of TechnipFMC’s financial data.  The Complaint further alleged that Halvorsen and Ralston were liable for the material misstatements and misrepresentations in TechnipFMC’s registration statements by virtue of their status as control persons.

On March 8, 2018, pursuant to Judge Bennett’s Order approving the Parties’ stipulated scheduling order dated January 2, 2018, TechnipFMC, Mannen, Pferdehirt, and Ralston moved to dismiss the Complaint.  On June 6, 2018, Halvorsen joined in the motion to dismiss.  On June 15, 2018, the Court heard argument on the motion to dismiss./p>

By Order dated January 18, 2019, the Court dismissed the Exchange Act claims as against TechnipFMC, Mannen, and Pferdehirt, and dismissed claims against Halvorsen and Ralston arising under Section 15 of the Securities Act.  The Court ordered TechnipFMC, Halvorsen, and Ralston to answer the Complaint as to the Section 11 claims arising under the Securities Act.  On February 15, 2019, Defendants answered the operative Complaint.

On April 3, 2019, the Class Representative, as Lead Plaintiff, moved the Court to certify the Action as a class action, to appoint then Lead Plaintiff as the Class Representative and to appoint Pomerantz LLP and The Briscoe Law Firm, PLLC as Class Counsel.  Defendants opposed the motion on June 24, 2019.  On September 13, 2019, the Court heard argument on the motion for class certification.

By Order dated March 9, 2020, the Court granted the motion to certify the Action as a class action, appointed the Class Representative, and appointed Pomerantz LLP as Class Counsel, and The Briscoe Law Firm, PLLC as Liaison Counsel.

On September 20, 2019, Class Counsel and Defendants’ Counsel participated in a full-day mediation session before experienced mediators former Judge Daniel Weinstein and former Ambassador David Carden.  In advance of that session, the Parties exchanged detailed mediation statements, which outlining their respective analyses of the claims and defenses in the Action, and provided the same to Mr. Weinstein and Mr. Carden.  The session was not successful.  Class Counsel and Defendants’ Counsel participated in another full-day mediation session before Mr. Weinstein and Mr. Carden on March 18, 2020.  In advance of the March 18, 2020 mediation, the Parties again submitted and exchanged extensive mediation briefs.  The mediation was not successful.  On November 12, 2020, Class Counsel and Defendants’ Counsel, with assistance from Judge Weinstein and Ambassador Carden, reached an agreement-in-principle to settle the Action.

Based on the investigation and mediation of the case and the Class Representative’s direct oversight of the prosecution of this matter and with the advice of his counsel, the Class Representative has agreed to settle and release the claims raised in the Action pursuant to the terms and provisions of the Stipulation, after considering, among other things, (a) the substantial financial benefit that the Class Representative and the other members of the Settlement Class will receive under the proposed Settlement; and (b) the significant risks and costs of continued litigation and trial.

Defendants are entering into the Stipulation solely to eliminate the burden, expense, uncertainty, and risk of further litigation.  Defendants expressly have denied and continue to deny all allegations of wrongdoing or liability against them arising out of any of the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action, and the Stipulation shall in no event be construed as, or deemed to be evidence of, an admission or concession on the part of the Defendants, or any other of the Defendants’ Releasees (defined in ¶ 32 of the Notice), with respect to any claim of any liability, fault, wrongdoing or damage whatsoever, or any infirmity in any defense that the Defendants have or could have asserted.  Similarly, the Stipulation shall in no event be construed or deemed to be evidence of or an admission or concession on the part of the Class Representative of any infirmity in any of the claims asserted in the Action, or an admission or concession that any of the Defendants’ defenses to liability had any merit.

On December 16, 2020, the Court preliminarily approved the Settlement, authorized the Notice to be mailed to potential Settlement Class Members and the Notice to be posted online, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

On January 21, 2022, the Court approved the Settlement and the Plan of Allocation.

The Class Representative and Class Counsel believe that the claims asserted against Defendants have merit.  They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against the remaining Defendants through trial and appeals, as well as the very substantial risks they would face in establishing liability.  Even if the hurdles to establishing liability were overcome, the amount of damages that could be attributed to the allegedly false statement would be hotly contested.  Plaintiffs would have to prevail at several stages – motions for summary judgment, trial, and if they prevailed on those, on the appeals that were likely to follow.  Thus, there were very significant risks attendant to the continued prosecution of the Action.

In light of these risks, the amount of the Settlement and the immediacy of recovery to the Settlement Class, the Class Representative and Class Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Settlement Class.  The Class Representative and Class Counsel believe that the Settlement provides a substantial benefit to the Settlement Class, namely $19,500,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller, or no recovery after summary judgment, trial and appeals, possibly years in the future.

Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever.  Defendants have agreed to the Settlement solely to eliminate the burden, expense, uncertainty, and risk of further litigation.  Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.

The claims filing deadline has expired. If you have further inquiries, please contact the Claims Administrator.

Pursuant to the Settlement, Defendants have agreed to pay or cause to be paid nineteen million five hundred thousand dollars ($19,500,000) in cash.  The Settlement Amount will be deposited into an escrow account.  The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.”  If the Settlement is approved by the Court and the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less (a) all federal, state and/or local taxes on any income earned by the Settlement Fund and the reasonable costs incurred in connection with determining the amount of and paying taxes owed by the Settlement Fund (including reasonable expenses of tax attorneys and accountants); (b) the costs and expenses incurred in connection with providing notice to Settlement Class Members and administering the Settlement on behalf of Settlement Class Members; and (c) any attorneys’ fees and Litigation Expenses awarded by the Court) will be distributed to Settlement Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation.

The time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.

Class Counsel have not received any payment for their services in pursuing claims against the Defendants on behalf of the Settlement Class, nor have Class Counsel been reimbursed for their out-of-pocket expenses.  Before final approval of the Settlement, Class Counsel will apply to the Court for an award of attorneys’ fees for all Class Counsel in an amount not to exceed 33% of the Settlement Fund.  At the same time, Class Counsel also intend to apply for reimbursement of Litigation Expenses in an amount not to exceed $850,000, which may include an application for reimbursement of the reasonable costs and expenses incurred by the Class Representative directly related to his representation of the Settlement Class.  The Court will determine the amount of any award of attorneys’ fees or reimbursement of Litigation Expenses.  Such sums as may be approved by the Court will be paid from the Settlement Fund.  Settlement Class Members are not personally liable for any such fees or expenses.

The Notice contains only a summary of the terms of the proposed Settlement.  For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Clerk, United States District Court for the Southern District of Texas, Bob Casey United States Courthouse, 515 Rusk Avenue, Houston, TX 77002.  Additionally, copies of the Stipulation and any related orders entered by the Court will be posted on the Important Documents page of this website maintained by the Claims Administrator.

All inquiries concerning the Notice and the Claim Form should be directed to the Claims Administrator or Co-Lead Counsel at:

DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANTS OR THEIR COUNSEL REGARDING THE NOTICE.