Western Union 2014 Annual Report Download - page 189

2014 FORM 10-K
51
On December 10, 2014, The Police Retirement System of St. Louis filed a Verified Shareholder Derivative Complaint in
District Court, Denver County, Colorado, naming the Company’s President and Chief Executive Officer, one of its former executive
officers, three of its former directors and all but two of its current directors as individual defendants, and the Company as a nominal
defendant. The complaint asserts claims for breach of fiduciary duty, waste of corporate assets and unjust enrichment, based on
allegations that the individual defendants (1) caused the Company to fail to comply with its obligations under the Southwest Border
Agreement; (2) misrepresented the costs and impact of the Southwest Border Agreement; (3) caused the Company to repurchase
its stock at artificially inflated prices; (4) failed to implement and maintain adequate internal controls; (5) knowingly or recklessly
reviewed and approved improper statements in the Company’s public filings, press releases and conference calls; (6) failed to
ensure the Company’s compliance with legal and regulatory requirements; (7) facilitated the use of the Company’s operations for
money-laundering and other various crimes, including human trafficking; (8) forced the Company to expend valuable resources
in defending itself in the City of Taylor Police and Fire Retirement System action described above; and (9) paid improper
compensation and bonuses to certain of the Company’s executives and directors who allegedly breached their fiduciary duties.
The complaint also alleges that the individual defendants were unjustly enriched as a result of the compensation and director
remuneration they received while breaching their fiduciary duties and that the former executive officer sold Company stock while
in possession of material, adverse, non-public information that artificially inflated the price of Western Union stock. On December
17, 2014, one of the individual defendants removed the case to the United States District Court for the District of Colorado. On
January 16, 2015, plaintiff filed a motion to remand the case to state court. On February 9, 2015, the individual defendant who
removed the case filed an opposition to the motion to remand. The Company filed a motion to consolidate this action with the
Lieblein action described above, which the plaintiff has opposed.
All of the actions described above under "Shareholder Actions" are in a preliminary stage and the Company is unable to
predict the outcome, or the possible loss or range of loss, if any, which could be associated with these actions. The Company and
the named individuals intend to vigorously defend themselves in all of these matters.
Other Matters
On March 12, 2014, Jason Douglas filed a purported class action complaint in the United States District Court for the Northern
District of Illinois asserting a claim under the Telephone Consumer Protection Act, 47 U.S.C. § 227, et seq., based on allegations
that since 2009, the Company has sent text messages to class members’ wireless telephones without their consent. The plaintiff
has not sought and the Court has not granted class certification. The Company intends to vigorously defend itself in this matter.
However, due to the preliminary stage of the lawsuit and the uncertainty as to whether it will ever be certified as a class action,
the potential outcome cannot be determined.
In addition, the Company is a party to a variety of other legal proceedings that arise in the normal course of our business.
While the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of
these proceedings will not have a material adverse effect on the Company's results of operations or financial condition.