Western Union 2013 Annual Report Download - page 154

2013 FORM 10-K
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On January 13, 2014, Natalie Gordon served the Company with a Verified Shareholder Derivative Complaint and Jury Demand
that was filed in District Court, Douglas County, Colorado naming the Company’s President and Chief Executive Officer, one of
its former executive officers, and all of its current directors as individual defendants and the Company as a nominal defendant.
The complaint asserts claims for breach of fiduciary duty and gross mismanagement against all individual defendants and unjust
enrichment against the President and Chief Executive Officer and the former executive officer based on allegations that between
February 12, 2012 to October 30, 2012, the individual defendants made or caused the Company to issue false and misleading
statements or failed to make adequate disclosures regarding the effects of the Southwest Border Agreement, including regarding
the anticipated costs of compliance with the Southwest Border Agreement, potential effects on business operations, and Company
projections. Plaintiff also alleges that the individual defendants caused or allowed the Company to lack requisite internal controls,
caused or allowed financial statements to be misstated, and caused the Company to be subject to the costs, expenses and liabilities
associated with the City of Taylor Police and Fire Retirement System lawsuit. Plaintiff further alleges that the Company’s President
and Chief Executive Officer and a former executive officer received excessive compensation based on the allegedly inaccurate
financial statements.
On January 19, 2014, Stanley Leiblein filed a shareholder derivative complaint in the United States District Court for the
District of Colorado naming the Company’s President and Chief Executive Officer, one of its former executive officers, and all
but one of its current directors as individual defendants and the Company as a nominal defendant. The allegations and claims in
this lawsuit are similar to those made in the Gordon lawsuit but relate to a longer period - April 27, 2010 through October 30,
2012. The complaint asserts claims for violations of Section 10(b) of the Exchange Act and Securities and Exchange Commission
Rule 10b-5 against the Company’s President and Chief Executive Officer and a former executive officer in connection with the
Company’s repurchase of its stock at an alleged cost of $1.557 billion; for violations of Section 20(a) of the Exchange Act and
waste of corporate assets against the director defendants in connection with the Company’s stock repurchases; for breaches of
fiduciary duty against all of the individual defendants; for unjust enrichment against all of the individual defendants relating to
their receipt of compensation; and for misappropriation of information and insider trading against a former executive officer of
the Company. The claims are based on allegations that the individual defendants made or caused the Company to issue false and
misleading statements or failed to make adequate disclosures regarding, among other things, the effects of the Southwest Border
Agreement (including regarding the anticipated costs of compliance with the Southwest Border Agreement and potential effects
on business operations), Company projections and trends and the adequacy of internal controls.
On February 11, 2014, R. Andre Klein filed a shareholder derivative complaint in the United States District Court for the
District of Colorado naming the Company’s President and Chief Executive Officer, one of its former executive officers, and all
but one of its current directors as individual defendants and the Company as a nominal defendant. The allegations and claims in
this lawsuit are similar to those made in the Leiblein lawsuit and relate to the same period - April 27, 2010 through October 30,
2012. The complaint asserts claims for violations of Section 10(b) of the Exchange Act and Securities and Exchange Commission
Rule 10b-5 against the Company’s President and Chief Executive Officer and a former executive officer in connection with the
Company’s repurchase of its stock at an alleged cost of $1.557 billion; for violations of Section 20(a) of the Exchange Act against
the director defendants in connection with the Company’s stock repurchases; for breaches of fiduciary duty against all of the
individual defendants; for unjust enrichment against all of the individual defendants relating to their receipt of compensation; for
abuse of control and gross mismanagement against all of the individual defendants; and for misappropriation of information and
insider trading against a former executive officer of the Company. The claims are based on allegations that the individual defendants
made or caused the Company to issue false and misleading statements or failed to make adequate disclosures regarding, among
other things, the effects of the Southwest Border Agreement (including regarding the anticipated costs of compliance with the
Southwest Border Agreement and potential effects on business operations), Company projections and trends and the adequacy of
internal controls.