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.