Western Union 2013 Annual Report Download - page 159

2013 FORM 10-K
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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.