Chun v. Fluor Corporation, et al
Fluor Securities Settlement
3:18-cv-01338-X

Frequently Asked Questions

 

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  • This case is known as Chun v. Fluor Corporation, et al, Case No. 3:18-cv-01338-X (the “Action”).  The United States District Court for the Northern District of Texas is in charge of the Action and the case has been overseen by the Honorable Brantley Starr. This Action brings claims against Defendants for alleged violations of provisions of the Securities Exchange Act of 1934 (the “Exchange Act”).  The First Amended Class Action Complaint (“FAC”) pleads, among other things, that Defendants made misrepresentations and/or omissions of material fact in public statements to the investing public regarding the bidding, construction, accounting treatment, and financial reporting concerning large, fixed-price projects.  The FAC further pleads that Defendants falsely represented, among other things, that Fluor’s fixed price bids appropriately accounted for any risks, that projects were on track and that if any issues existed, they were confined to a single project or business segment, and that Fluor’s internal controls over financial reporting were effective and financial results were GAAP-compliant.  The FAC pleads with support from numerous confidential witnesses, that Defendants’ later statements about flawed bidding processes, and financial reporting issues related to fixed-price projects contradicted these representations and/or omissions.  The FAC further pleads that this conduct, which was unbeknownst to investors, resulted in financial charges that led to investigations by the SEC and DOJ and that resulted in a restatement of four years of financial statements.  It also alleges that Defendants had actual knowledge of, or recklessly disregarded the falsity of the misrepresentations given, among other things, their involvement in the bidding process, approval of bids, and active involvement in the construction phase of projects.  The FAC further pleads Defendants were motivated to conceal this information so that Defendants could reap tens of millions in executive bonuses that rewarded manufactured, low-ball bids, and net tens of millions in ill-gotten gains from transactions in Fluor stocks, options, and stock-related units. The FAC further pleads that revelation of Defendants’ alleged fraud caused statistically significant stock declines, thereby injuring Lead Plaintiffs and the Settlement Class of investors.  Defendants have consistently denied, and continue to deny, all of these allegations and deny they have committed any act or omission giving.
     

  • Classes are generally used in lawsuits that affect a large number of individuals.  A class action consolidates into a single action all of the claims of individuals allegedly harmed by the same conduct or course of conduct in the same period of time, thus removing the need for members of the class to file their own individual lawsuits to separately seek to recover for the harm alleged. Once the class is certified, the Court is empowered to resolve all issues on behalf of members of the class, except for those class members, if any, who specifically choose to exclude themselves from the class.

    As part of the preliminary approval process, Lead Plaintiffs will ask the Court to certify a class for settlement purposes only.  The proposed Settlement Class will consist of all persons or entities who purchased, or otherwise acquired, the common stock of Fluor (NYSE: FLR) between August 14, 2013 and February 14, 2020, both dates inclusive.  Excluded from the Settlement Class are Defendants; members of the immediate families of the Individual Defendants; Fluor’s subsidiaries and affiliates; any person who was an officer or director of Fluor during the Settlement Class Period; any entity in which any Defendant has a controlling interest; the judges presiding over the Action and the immediate family members of such judges; and the legal representatives, heirs, successors and assigns of any such excluded person or entity.  Per terms of the Stipulation, Defendants shall assist in identifying the persons and entities to be excluded from the Settlement Class.

  • This Action has not gone to trial, and the Court has not issued a final decision in favor of either side.  Instead, legal counsel for all the parties participated in an all-day mediation before an experienced mediator and, after further negotiations, the Parties agreed to and memorialized the Settlement to avoid the costs and risks of further litigation.

    Lead Plaintiffs and Lead Counsel believe that the Settlement is in the Settlement Class Members’ best interest and provides them with a substantial benefit now, instead of engaging in years of further uncertain and expensive litigation (including litigating Lead Plaintiffs’ motion to reconsider the Court’s order on Defendants’ motion to dismiss the FAC, which upheld just one of the sixty-four alleged misstatements); likely discovery disputes; a contested motion for class certification; the Parties’ cross-motions for summary judgment; pre-trial motions and a lengthy trial; likely appeals; and attempts to enforce any judgment — much of which could result in Lead Plaintiffs receiving no recovery at all.  By settling the Action with the Defendants at this point, Lead Plaintiffs are not admitting that the Action lacked merit, or that the Settlement Class’s ultimate recovery would not have been greater than the Settlement Amount had litigation continued.  Neither the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be construed as an admission or concession by Lead Plaintiffs or the Settlement Class Members that any of their claims lack merit; that any defenses asserted by any of the Defendants in the Action have any merit; or that damages recoverable in the Action would not have exceeded the Settlement Fund.

    Defendants have denied, and continue to deny, all of the allegations made and claims brought by Lead Plaintiffs, maintain that they have meritorious defenses, and believe they would prevail at trial.  Nonetheless, Defendants have concluded that further litigation of this Action would be protracted and expensive, taking into account the uncertainty and risks inherent in any litigation, especially in complex cases like this Action.  Defendants have, therefore, determined that it is desirable and beneficial to fully and finally settle the Released Claims on the terms set forth in the Stipulation.

    The Settlement must be compared to the risk of no recovery after contested dispositive motions, trial, and likely appeals.  A trial is a risky proposition.  The claims in the Action involve numerous complex legal and factual issues, many of which would require expert testimony.  The Parties disagree on liability, damages, whether it would be appropriate for the Action to proceed as a class action, and do not agree on the average amount of damages per share, if any, that would be recoverable if Lead Plaintiffs were to prevail on each claim alleged against the Defendants.  Among their many other disagreements are:
    (1) whether the Defendants violated the securities laws or otherwise engaged in wrongdoing; (2) whether the misrepresentations and omissions alleged by Lead Plaintiffs were material, false, misleading or otherwise actionable; (3) the extent (if any) that the alleged misrepresentations and omissions influenced Fluor’s common stock price during the Settlement Class Period; and (4) the method for determining whether, and the extent to which, purchasers of Fluor common stock suffered injury and damages that could be recovered at trial.

  • The Settlement Class includes all persons or entities who purchased or otherwise acquired the common stock of Fluor (NYSE: FLR) between August 14, 2013 and February 14, 2020, both dates inclusive.

  • Yes.  You are not a member of the Settlement Class if you did not purchase or otherwise acquire Fluor common stock on or between the dates listed above.  If you purchased or otherwise acquired Fluor common stock some other time, or did not purchase it at all, you are not included within the Settlement Class.

    You are also not a member of the Settlement Class if you are on the list of persons and entities that are specifically excluded from it, per question above.

  • If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at (888) 964-2130 or at Fluor Securities Settlement c/o JND Legal Administration, P.O. Box 91325, Seattle, WA 98111, for more information. Or you can fill out and return the Proof of Claim and Release Form by mail or online, with appropriate supporting documentation, to see if you qualify.

  • In exchange for the Settlement and release of the Released Claims (defined in the Stipulation) as well as dismissal of the Action, Defendants have agreed to pay, or cause to be paid, Thirty-Three Million dollars ($33,000,000) to be divided, after payment of Court-approved attorneys’ fees and expenses, the costs of claims administration including the costs of printing and mailing the Notice and the cost of publishing notice, any compensatory awards granted to Lead Plaintiffs, and Taxes and Tax Expenses (the “Net Settlement Fund”), pro rata among all Settlement Class Members who send in a valid Proof of Claim and Release Form.

  • Your share of the Net Settlement Fund will depend on several factors, including the following: how many Settlement Class Members submit timely and valid Proof of Claim and Release Forms; the total Recognized Losses represented by the valid Proof of Claim and Release Forms that the Settlement Class Members send in; your Recognized Losses, based on the number of Fluor shares you purchased during the Settlement Class Period, how much you paid for them, when you purchased them, and, if you sold them, when and for how much you sold them.

    By following the instructions in the Plan of Allocation, you can calculate what is called your Recognized Loss.  It is unlikely that you will get a payment for all of your Recognized Loss. After all Settlement Class Members have sent in their Proof of Claim and Release Forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Loss divided by the total of everyone’s Recognized Losses.  See the Plan of Allocation below for more information.

  • To qualify for a payment, you must submit a Proof of Claim and Release Form, by mail or online at  www.FluorSecuritiesSettlement.com. Read the instructions carefully, fill out the Form completely, include all the documents that the Form asks for, sign it, and mail or submit it online so that it is received by mail no later than October 14, 2022 or online no later than 11:59 p.m. (PST) on October 14, 2022.

  • The Court will hold a Settlement Hearing on November 7, 2022 to decide whether to approve the Settlement.  If the Court approves the Settlement, there might be appeals afterwards. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year.  It also takes time for all the Proof of Claim and Release Forms to be processed, including the process of identifying and attempting to cure defects in Proofs of Claim that were submitted by Settlement Class members.  Please be patient.

  • Unless you timely exclude yourself, you will remain a Settlement Class Member and will be bound by the Release of claims against the Defendants and the Released Parties.  That means you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants or the Released Parties about the Released Settlement Class Claims in this Action.  It also means that all of the Court’s orders will apply to you and legally bind you, and you will release your claims in this Action against the Defendants and the Released Parties.  The terms of the Release are included in the Proof of Claim and Release Form.

    EXCLUDING YOURSELF FROM THE SETTLEMENT

    If you do not want a payment from this Settlement, and you want to keep the right to sue the Defendants and the other Released Parties on your own about the legal issues that were at issue and litigated in this Action, then you must take steps to remove yourself from the Settlement. This is called excluding yourself from – sometimes referred to as “opting out” – of the Settlement Class.  If you decide to exclude yourself from the Settlement Class, and wish to file your own individual lawsuit, Defendants may argue in the future that you face a time bar under applicable statutes of limitation or repose, risks that you should discuss with an appropriate legal advisor. 

  • To exclude yourself from the Settlement Class, you must send a letter by First-Class Mail (e-mail or phone call will not suffice) stating that you “request exclusion from the Settlement Class in Chun v. Fluor Corporation, Case No. 3:18-cv-01338-X”.  Your letter must include the date(s), price(s), and number(s) of all purchases and sales of Fluor common stock during the Settlement Class Period.  In addition, you must include your name, address, telephone number, and your signature. You must mail your exclusion to be received no later than October 17, 2022 to:

    Fluor Securities Settlement
    c/o JND Legal Administration
    P.O. Box 91325
    Seattle, WA 98111

    If you ask to be excluded, you will not get any payment, and you cannot object to the Settlement. You will not be legally bound by anything that happens in the Action.

  • No.  Unless you exclude yourself from the Settlement Class, you give up any rights to sue the Defendants and the other Released Parties for the Released Settlement Class Claims.  The meaning of Released Settlement Class Claims and claims that are excluded are included in the Proof of Claim and Release Form that is enclosed, as well as in the Stipulation that is posted on the Settlement website.  If you have a pending lawsuit against the Defendants or other Released Parties based on the Released Settlement Class Claims, speak to your lawyer in that case immediately.  You must exclude yourself from this Action to continue your own lawsuit. Remember, the exclusion deadline is October 17, 2022.

  • No. If you exclude yourself, you may not send in a Proof of Claim and Release Form to ask for any money from this Settlement.

  • The Court ordered that the law firms of Pomerantz LLP and Robbins Geller Rudman & Dowd LLP shall represent the Settlement Class Members, including you.  These lawyers are called Lead Counsel.  You will not be personally liable for the fees and expenses incurred by these lawyers, which will be paid from the Settlement Fund, as approved by the Court.  If you want to be represented by your own lawyer, you may hire one at your own expense.

  • Lead Counsel have litigated this Action since May 2018 on a wholly contingent basis, meaning that they have not been paid any attorneys’ fees for the time devoted to the lawsuit, nor have they been paid for their litigation costs and expenses incurred during that time period.  As such, as part of the Settlement approval process, Lead Counsel will move the Court for an award of attorneys’ fees in an amount not greater than thirty percent (30%) of the Settlement Fund and for costs and expenses in an amount not to exceed two hundred thousand dollars ($200,000.00) in connection with the litigation, plus interest earned on such fees and expenses.  The Court will decide whether to grant this request, and, if it is granted, how much to award Lead Counsel.  Such sums as may be approved by the Court will be paid from the Settlement Fund.

    Lead Counsel shall file a formal motion with the Court for approval of the Settlement, the Plan of Allocation, the request for attorneys’ fees and expenses, and the request for awards to Lead Plaintiffs of up to seventy-five thousand dollars ($75,000.00) in the aggregate, no later than October 17, 2022.

    Lead Counsel believes that the requested attorneys’ fees are warranted in light of their efforts, and those of other counsel in support, on a wholly contingent basis, to investigate the underlying claims, to work with a private investigator and a damages analyst, to file an initial complaint, to file an amended complaint after continued investigation and their appointment as Lead Counsel, to file the first amended complaint after further investigation, to successfully oppose a motion by plaintiff in the Related Action to strike the FAC and require republication of notice while simultaneously successfully moving to consolidate the Related Action with this Action, moving to vacate the lead plaintiff notice and deadline in the Related while ensuring the rights of Lead Plaintiffs and Settlement Class members were protected pending the outcomes of the republication and consolidation motions by engaging in the notice and lead plaintiff process in the Related Action, to litigate and partially overcome Defendants’ motion to dismiss the amended complaint and FAC, to prepare a detailed opening meditation statement and reply, to mediate the dispute for a full day before an experienced mediator and thereafter to negotiate the Settlement and work to memorialize it in a Memorandum of Understanding then a detailed Stipulation with a proposed proof of claim form and proposed notices, and submit the Settlement to the Court for necessary approvals.  Lead Counsel’s motion will argue that the requested fees are well within the range of fees awarded to class counsel under similar circumstances in other cases of this type and are reasonable when compared against Lead Counsel’s actual time devoted to the litigation of the Action at the applicable billing rates of Lead Counsel’s attorneys and paralegals.  The Court determines what to award Lead Counsel as fees and expenses from the Settlement Fund, and may award more or less than the amount requested, in its discretion.

  • If you are a Settlement Class Member, you can object to the proposed Settlement, the proposed Plan of Allocation, and/or Lead Counsel’s fee, cost, and expense application. You can write to the Court setting out your objection.  The Court will consider your views.  To object, you must send a signed letter saying that you object to the proposed Settlement in Chun v. Fluor Corporation, Case No. 3:18-cv-01338-X (N.D. Tex.).  Be sure to include your name, address, telephone number, and your signature, identify the date(s), price(s), and number(s) of Fluor shares that you purchased or otherwise acquired and sold or otherwise disposed of during the Settlement Class Period, and state the reasons why you object to the proposed Settlement. The objector must also state whether the objection applies only to the objector, a specific subset of the Settlement Class, or to the entire Settlement Class.  If you object to either the Settlement, requested attorneys’ fees or expenses, or Lead Plaintiff awards, you subject yourself to the jurisdiction of the Court in this matter. Your objection must be filed with the Court and mailed or delivered to each of the following addresses such that it is received no later than October 17, 2022:

     

    COURT

    LEAD COUNSEL

    DEFENDANTS’ COUNSEL

    Clerk of the Court
    United States District Court Northern District of Texas
    1100 Commerce Street, Rm 1452
    Dallas, TX 75242

     

    Matthew L. Tuccillo
    Jennifer Banner Sobers
    POMERANTZ LLP
    600 Third Avenue, 20th Floor
    New York, NY 10016

     

    Ellen Gusikoff Stewart
    Darryl J. Alvarado
    ROBBINS GELLER RUDMAN & DOWD LLP
    655 West Broadway, Suite 1900
    San Diego, CA  92101

    Michael L. Raiff
    GIBSON DUNN & CRUTCHER LLP
    2001 Ross Ave., Suite 2100
    Dallas, TX 75201-2923

     

    Lissa M. Percopo
    GIBSON DUNN & CRUTCHER LLP
    1050 Connecticut Ave., N.W.
    Washington, D.C. 20036

  • Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can object only if you stay in the Settlement Class.  Excluding yourself is telling the Court that you do not want to be part of the Settlement Class and do not want to seek a payment from the Settlement Fund.  If you exclude yourself, you have no basis to object because the case no longer affects you.

    THE COURT’S SETTLEMENT HEARING

    The Court will hold a hearing to decide whether to approve the proposed Settlement.  You may attend, and you may ask to speak, but you do not have to do so.

  • The Court will hold a Settlement Hearing on November 7, 2022 at 10:00 a.m., at the United States District Court, Northern District of Texas, 1100 Commerce Street, Courtroom 1525, Dallas, TX 75242 for the following reasons: to determine whether the proposed Settlement of the Action on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Settlement Class Members and should be approved by the Court; to determine whether a proposed Order and Final Judgment as provided in the Stipulation should be entered; to determine whether the proposed Plan of Allocation should be approved; to determine the amount of fees, costs, and expenses that should be awarded to Lead Counsel and any awards to Lead Plaintiffs for their service to the Settlement Class; and to consider such other matters as the Court may deem appropriate.  If there are objections, the Court will consider them.  The Court will listen to people who have asked to speak at the hearing.

    At or after the Settlement Hearing, the Court will decide whether to approve the Settlement and whether, and, if so, the amount, of any awards to Lead Counsel and to Lead Plaintiffs.  We do not know how long these decisions will take.

    You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Settlement Class Members, though any revised dates or times will be promptly posted to the Settlement website.  Given the ongoing pandemic, the Court may also choose to hold the Settlement Hearing additionally or exclusively by teleconference or over the Court’s virtual service.

  • No.  Lead Counsel will answer questions the Court may have and has extensive experience handling settlement-related hearings of this nature.  But you are welcome to come at your own expense.  If you send an objection, you do not have to come to Court to talk about it.  As long as you mailed your written objection on time, the Court will consider it.  You may also pay your own lawyer to attend, but it is not necessary.  Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval.

  • If you object to the Settlement, you may ask the Court for permission to speak at the Settlement Hearing.  To do so, you must include with your objection (see above) a statement saying that it is your “intention to appear in Chun v. Fluor Corporation, Case No. 3:18-cv-01338-X”. Persons who intend to object to the Settlement, the Plan of Allocation, and/or the application for an award of attorneys’ fees, costs, and expenses and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing.  You cannot speak at the hearing if you exclude yourself.

  • If you do nothing, all of your claims against the Defendants and the Released Parties will be released, but you will not receive any money from this Settlement, because it is necessary to submit a Proof of Claim and Release Form, with appropriate supporting documentation, to share in the Settlement proceeds.

  • This Notice summarizes the proposed Settlement.  More details are in the Stipulation.  The Stipulation is the controlling document describing the proposed Settlement and its terms govern anything to the contrary in this Notice.  You can get a copy of the Stipulation and obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at (888) 964-2130 or by downloading it from the Settlement website at www.FluorSecuritiesSettlement.com.

  • For even more detailed information concerning the matters involved in this Action, reference is made to the Stipulation, to the filings in support of the Settlement, to the Orders entered by the Court, and to the other Settlement-related papers filed in the Action, which will be posted on the Settlement website at www.FluorSecuritiesSettlement.com.

  • As discussed above, the Settlement provides $33 million in cash for the benefit of the Settlement Class.  The Settlement Amount and any interest it earns constitute the “Settlement Fund.”  The Settlement Fund, after deduction of Court-approved attorneys’ fees and expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court, is the “Net Settlement Fund.”  If the Settlement is approved by the Court, the Net Settlement Fund will be distributed to eligible Authorized Claimants – i.e., members of the Settlement Class who timely submit valid Proof of Claim Forms that are accepted for payment by the Court – in accordance with this proposed Plan of Allocation (“Plan of Allocation” or “Plan”) or such other plan of allocation as the Court may approve.  Settlement Class Members who do not timely submit valid Proof of Claim Forms will not share in the Net Settlement Fund, but will otherwise be bound by the Settlement.  The Court may approve this proposed Plan of Allocation, or modify it, without additional notice to the Settlement Class.  Any order modifying the Plan of Allocation will be posted on the Settlement website, www.FluorSecuritiesSettlement.com.

    The objective of the Plan of Allocation is to distribute the Settlement proceeds equitably among those Settlement Class Members who suffered economic losses as a proximate result of the alleged wrongdoing.  The Plan of Allocation is not a formal damage analysis, and the calculations made in accordance with the Plan of Allocation are not intended to be estimates of, or indicative of, the amounts that Settlement Class Members might have been able to recover after a trial.  Nor are the calculations in accordance with the Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants under the Settlement.  The computations under the Plan of Allocation are only a method to weigh, in a fair and equitable manner, the claims of Authorized Claimants against one another for the purpose of making pro rata allocations of the Net Settlement Fund.

    The Plan of Allocation was developed in consultation with Lead Plaintiffs’ damages expert.  In developing the Plan of Allocation, Lead Plaintiffs’ damages expert calculated the estimated amount of alleged artificial inflation in the per share prices of Fluor common stock that was allegedly proximately caused by Defendants’ alleged materially false and misleading statements and omissions.  In calculating the estimated artificial inflation allegedly caused by those misrepresentations and omissions, Lead Plaintiffs’ damages expert considered the price change in Fluor common stock in reaction to the public disclosure that allegedly corrected the respective alleged misrepresentations and omissions, adjusting the price change for factors that were attributable to market forces, and for non‑fraud related Fluor‑specific information.

    In order to have recoverable damages under the federal securities laws, disclosure of the alleged misrepresentation and/or omission must be the cause of the decline in the price of the security.  In this Action, Plaintiffs allege that corrective information allegedly impacted the price of Fluor common stock (referred to as a “corrective disclosure”) on July 31, 2015, February 19, 2016, May 5, 2017, August 4, 2017, May 4, 2018, October 11, 2018, May 2, 2019, August 2, 2019, September 24, 2019, February 18, 2020, and February 19, 2020. In order to have a “Recognized Loss Amount” under the Plan of Allocation, shares of Fluor publicly traded common stock must have been purchased or otherwise acquired during the Settlement Class Period and held through the issuance of at least one of the corrective disclosures.

    Allocation of the Net Settlement Fund

    As previously described in the Notice, the Net Settlement Fund is the remainder of the Settlement Fund after deduction of Court-awarded attorneys’ fees and expenses, settlement administration costs and any applicable taxes. The Net Settlement Fund will be allocated to Authorized Claimants as follows: (a) Settlement Class Members who purchased or otherwise acquired shares of Fluor common stock between March 5, 2015 and February 18, 2016 (“Pool 1”) shall be collectively allocated approximately seventy-five percent (75%) of the Net Settlement Fund as recovery for damaged shares purchased in that date range; and (b) Settlement Class Members who purchased or otherwise acquired shares of Fluor common stock between August 14, 2013 and March 4, 2015 and/or between February 19, 2016 and February 14, 2020 (“Pool 2”) shall be collectively allocated approximately twenty‑five percent (25%) of the Net Settlement Fund as recovery for damaged shares purchased in those date ranges. Among other factors, in formulating the overall allocation, Lead Counsel considered the maximum potential damages of each group of purchasers within the Settlement Class.

    Calculation of Recognized Loss Amounts

    Based on the formulas stated below, a “Recognized Loss Amount” will be calculated for each purchase or acquisition of Fluor publicly traded common stock during the Settlement Class Period that is listed on the Proof of Claim Form and for which adequate documentation is provided.  If a Recognized Loss Amount calculates to a negative number or zero under the formula below, that Recognized Loss Amount will be zero

    1. For each share of Fluor publicly traded common stock purchased or otherwise acquired from August 14, 2013 through and including the close of trading on February 14, 2020, and:
      1. Sold prior to the close of trading on July 30, 2015, the Recognized Loss Amount will be $0.00;
      1. Sold from July 31, 2015 through and including the close of trading on February 18, 2020, the Recognized Loss Amount will be the lesser of: (i) the value stated in Table A below, and (ii) the purchase price minus the sale price;
      2. Sold from February 19, 2020 through and including the close of trading on May 18, 2020 the Recognized Loss Amount will be the least of: (i) the value stated in Table A below,
        (ii) the purchase price minus the sale price, or (iii) the purchase price minus the average closing price between February 19, 2020 and the date of sale as stated in Table B at the end of this Notice; and
      3. Held as of the close of trading on May 18, 2020, the Recognized Loss Amount will be the lesser of: (i) the value stated in Table A below, or (ii) the purchase price minus $8.57, the average closing price for Fluor common stock between February 19, 2020 and May 18, 2020 (the last entry on Table B at the end of the Notice).

    Additional Provisions

    1. Given the costs of distribution, the Net Settlement Fund will be allocated among all Authorized Claimants whose Distribution Amount (defined on page 13 of Notice) is $10.00 or greater.
    2. If a claimant has more than one purchase or sale of Fluor publicly traded common stock, purchases and sales will be matched on a First In, First Out (“FIFO”) basis.  Settlement Class Period sales will be matched first against any holdings at the beginning of the Settlement Class Period, and then against purchases/acquisitions in chronological order, beginning with the earliest purchase/acquisition made during the Settlement Class Period.
    3. A claimant’s “Recognized Claim” under the Plan of Allocation will be the sum of his, her, or its Recognized Loss Amounts.
    4. The Net Settlement Fund will be distributed to Authorized Claimants on a pro rata basis based on the relative size of their Recognized Claims.  Specifically, a “Distribution Amount” will be calculated for each Authorized Claimant, which will be the Authorized Claimant’s Recognized Claim divided by the total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund, with amounts adjusted based upon the weighting within Pool 1 and Pool 2 damaged shares, as described herein.  If a given Settlement Class Member has damaged shares within both Pool 1 and Pool 2, each set will be separately calculated and the Pool 1 calculated results will be added to the Pool 2 calculated results to generate the single Distribution Amount for that Settlement Class Member.  If any Authorized Claimant’s Distribution Amount calculates to less than $10.00, it will not be included in the calculation and no distribution will be made to that Authorized Claimant.

    Purchases, acquisitions, and sales of Fluor publicly traded common stock will be deemed to have occurred on the “contract” or “trade” date as opposed to the “settlement” or “payment” date.  The receipt or grant by gift, inheritance, or operation of law of Fluor common stock during the Settlement Class Period will not be deemed a purchase, acquisition, or sale of Fluor common stock for the calculation of an Authorized Claimant’s Recognized Loss Amount, nor will the receipt or grant be deemed an assignment of any claim relating to the purchase/acquisition of Fluor common stock unless: (i) the donor or decedent purchased or otherwise acquired the shares during the Settlement Class Period; (ii) no Proof of Claim Form was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone else with respect to those shares; and (iii) it is specifically so provided in the instrument of gift or assignment.

    The date of covering a “short sale” is deemed to be the date of purchase or acquisition of the Fluor common stock.  The date of a “short sale” is deemed to be the date of sale of Fluor common stock.  Under the Plan of Allocation, however, the Recognized Loss Amount on “short sales” is zero.  In the event that a claimant has an opening short position in Fluor common stock, his, her, or its earliest Settlement Class Period purchases or acquisitions of Fluor common stock will be matched against the opening short position, and not be entitled to a recovery, until that short position is fully covered. 

    Option contracts are not securities eligible to participate in the Settlement.  With respect to shares of Fluor common stock purchased or sold through the exercise of an option, the purchase/sale date of the Fluor common stock is the exercise date of the option and the purchase/sale price of the Fluor common stock is the exercise price of the option.

    If a claimant had a market gain with respect to his, her, or its overall transactions in Fluor publicly traded common stock during the Settlement Class Period, the value of the claimant’s Recognized Claim will be zero.  If a claimant suffered an overall market loss with respect to his, her, or its overall transactions in Fluor common stock during the Settlement Class Period but that market loss was less than the claimant’s total Recognized Claim calculated above, then the claimant’s Recognized Claim will be limited to the amount of the actual market loss.  For purposes of determining whether a claimant had a market gain with respect to his, her, or its overall transactions in Fluor common stock during the Settlement Class Period or suffered a market loss, the Claims Administrator will determine the difference between (i) the Total Purchase Amount and (ii) the sum of the Total Sales Proceeds and Holding Value. This difference will be deemed a claimant’s market gain or loss with respect to his, her, or its overall transactions in Fluor common stock during the Settlement Class Period.

    After the initial distribution of the Net Settlement Fund, the Claims Administrator will make reasonable and diligent efforts to have Authorized Claimants cash their distribution checks.  To the extent any monies remain in the Net Settlement Fund nine (9) months after the initial distribution, if Lead Counsel, in consultation with the Claims Administrator, determines that it is cost-effective to do so, the Claims Administrator will conduct a re-distribution of the funds remaining after payment of any unpaid fees and expenses incurred in administering the Settlement, including for such re-distribution, to Authorized Claimants who have cashed their initial distributions and who would receive at least $10.00 from such re-distribution.  Additional re-distributions to Authorized Claimants who have cashed their prior checks may occur thereafter if Lead Counsel, in consultation with the Claims Administrator, determines that additional re-distributions, after the deduction of any additional fees and expenses incurred in administering the Settlement, including for such re-distributions, would be cost-effective.  At such time as it is determined that the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, the remaining balance shall be contributed to non-sectarian, not-for-profit organization(s), to be recommended by Lead Counsel and approved by the Court. 

    Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be approved by the Court, shall be conclusive against all Authorized Claimants.  No person shall have any claim against Lead Plaintiffs, Lead Counsel, Lead Plaintiffs’ damages expert, Defendants, Defendants’ Counsel, any of the other Released Plaintiff Parties or Released Defendant Parties, or the Claims Administrator or other agent designated by Lead Counsel arising from distributions made substantially in accordance with the Stipulation, the Plan of Allocation approved by the Court, or further orders of the Court.  Lead Plaintiffs, Defendants, and their respective counsel, and all other Released Defendant Parties, shall have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund or the Net Settlement Fund; the Plan of Allocation; the determination, administration, calculation, or payment of any Proof of Claim Form or nonperformance of the Claims Administrator; the payment or withholding of Taxes; or any losses incurred in connection therewith.

    The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Proof of Claim of any Settlement Class Member or claimant. 

    Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her or its Proof of Claim Form.

  • As previously described in the Notice, the Net Settlement Fund is the remainder of the Settlement Fund after deduction of Court-awarded attorneys’ fees and expenses, settlement administration costs and any applicable taxes. The Net Settlement Fund will be allocated to Authorized Claimants as follows: (a) Settlement Class Members who purchased or otherwise acquired shares of Fluor common stock between March 5, 2015 and February 18, 2016 (“Pool 1”) shall be collectively allocated approximately seventy-five percent (75%) of the Net Settlement Fund as recovery for damaged shares purchased in that date range; and (b) Settlement Class Members who purchased or otherwise acquired shares of Fluor common stock between August 14, 2013 and March 4, 2015 and/or between February 19, 2016 and February 14, 2020 (“Pool 2”) shall be collectively allocated approximately twenty‑five percent (25%) of the Net Settlement Fund as recovery for damaged shares purchased in those date ranges. Among other factors, in formulating the overall allocation, Lead Counsel considered the maximum potential damages of each group of purchasers within the Settlement Class.

  • Based on the formulas stated below, a “Recognized Loss Amount” will be calculated for each purchase or acquisition of Fluor publicly traded common stock during the Settlement Class Period that is listed on the Proof of Claim Form and for which adequate documentation is provided.  If a Recognized Loss Amount calculates to a negative number or zero under the formula below, that Recognized Loss Amount will be zero.

    For each share of Fluor publicly traded common stock purchased or otherwise acquired from August 14, 2013 through and including the close of trading on February 14, 2020, and:

    (a). Sold prior to the close of trading on July 30, 2015, the Recognized Loss Amount will be $0.00;

    (b). Sold from July 31, 2015 through and including the close of trading on February 18, 2020, the Recognized Loss Amount will be the lesser of: (i) the value stated in Table A below, and (ii) the purchase price minus the sale price;

    (c). Sold from February 19, 2020 through and including the close of trading on May 18, 2020 the Recognized Loss Amount will be the least of: (i) the value stated in Table A below,
    (ii) the purchase price minus the sale price, or (iii) the purchase price minus the average closing price between February 19, 2020 and the date of sale as stated in Table B at the end of this Notice; and

    (d). Held as of the close of trading on May 18, 2020, the Recognized Loss Amount will be the lesser of: (i) the value stated in Table A below, or (ii) the purchase price minus $8.57, the average closing price for Fluor common stock between February 19, 2020 and May 18, 2020 (the last entry on Table B at the end of this Notice).

  • (a). Given the costs of distribution, the Net Settlement Fund will be allocated among all Authorized Claimants whose Distribution Amount is $10.00 or greater.

    (b). If a claimant has more than one purchase or sale of Fluor publicly traded common stock, purchases and sales will be matched on a First In, First Out (“FIFO”) basis.  Settlement Class Period sales will be matched first against any holdings at the beginning of the Settlement Class Period, and then against purchases/acquisitions in chronological order, beginning with the earliest purchase/acquisition made during the Settlement Class Period.

    (c). A claimant’s “Recognized Claim” under the Plan of Allocation will be the sum of his, her, or its Recognized Loss Amounts.

    (d). The Net Settlement Fund will be distributed to Authorized Claimants on a pro rata basis based on the relative size of their Recognized Claims.  Specifically, a “Distribution Amount” will be calculated for each Authorized Claimant, which will be the Authorized Claimant’s Recognized Claim divided by the total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund, with amounts adjusted based upon the weighting within Pool 1 and Pool 2 damaged shares, as described herein.  If a given Settlement Class Member has damaged shares within both Pool 1 and Pool 2, each set will be separately calculated and the Pool 1 calculated results will be added to the Pool 2 calculated results to generate the single Distribution Amount for that Settlement Class Member.  If any Authorized Claimant’s Distribution Amount calculates to less than $10.00, it will not be included in the calculation and no distribution will be made to that Authorized Claimant.

    (e). Purchases, acquisitions, and sales of Fluor publicly traded common stock will be deemed to have occurred on the “contract” or “trade” date as opposed to the “settlement” or “payment” date.  The receipt or grant by gift, inheritance, or operation of law of Fluor common stock during the Settlement Class Period will not be deemed a purchase, acquisition, or sale of Fluor common stock for the calculation of an Authorized Claimant’s Recognized Loss Amount, nor will the receipt or grant be deemed an assignment of any claim relating to the purchase/acquisition of Fluor common stock unless: (i) the donor or decedent purchased or otherwise acquired the shares during the Settlement Class Period; (ii) no Proof of Claim Form was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone else with respect to those shares; and (iii) it is specifically so provided in the instrument of gift or assignment.

    (f). The date of covering a “short sale” is deemed to be the date of purchase or acquisition of the Fluor common stock.  The date of a “short sale” is deemed to be the date of sale of Fluor common stock.  Under the Plan of Allocation, however, the Recognized Loss Amount on “short sales” is zero.  In the event that a claimant has an opening short position in Fluor common stock, his, her, or its earliest Settlement Class Period purchases or acquisitions of Fluor common stock will be matched against the opening short position, and not be entitled to a recovery, until that short position is fully covered. 

    (g). Option contracts are not securities eligible to participate in the Settlement.  With respect to shares of Fluor common stock purchased or sold through the exercise of an option, the purchase/sale date of the Fluor common stock is the exercise date of the option and the purchase/sale price of the Fluor common stock is the exercise price of the option.

    (h). If a claimant had a market gain with respect to his, her, or its overall transactions in Fluor publicly traded common stock during the Settlement Class Period, the value of the claimant’s Recognized Claim will be zero.  If a claimant suffered an overall market loss with respect to his, her, or its overall transactions in Fluor common stock during the Settlement Class Period but that market loss was less than the claimant’s total Recognized Claim calculated above, then the claimant’s Recognized Claim will be limited to the amount of the actual market loss.  For purposes of determining whether a claimant had a market gain with respect to his, her, or its overall transactions in Fluor common stock during the Settlement Class Period or suffered a market loss, the Claims Administrator will determine the difference between (i) the Total Purchase Amount and (ii) the sum of the Total Sales Proceeds and Holding Value.  This difference will be deemed a claimant’s market gain or loss with respect to his, her, or its overall transactions in Fluor common stock during the Settlement Class Period.

    (i). After the initial distribution of the Net Settlement Fund, the Claims Administrator will make reasonable and diligent efforts to have Authorized Claimants cash their distribution checks.  To the extent any monies remain in the Net Settlement Fund nine (9) months after the initial distribution, if Lead Counsel, in consultation with the Claims Administrator, determines that it is cost-effective to do so, the Claims Administrator will conduct a re-distribution of the funds remaining after payment of any unpaid fees and expenses incurred in administering the Settlement, including for such re-distribution, to Authorized Claimants who have cashed their initial distributions and who would receive at least $10.00 from such re-distribution.  Additional re-distributions to Authorized Claimants who have cashed their prior checks may occur thereafter if Lead Counsel, in consultation with the Claims Administrator, determines that additional re-distributions, after the deduction of any additional fees and expenses incurred in administering the Settlement, including for such re-distributions, would be cost-effective.  At such time as it is determined that the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, the remaining balance shall be contributed to non-sectarian, not-for-profit organization(s), to be recommended by Lead Counsel and approved by the Court. 

    (j). Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be approved by the Court, shall be conclusive against all Authorized Claimants.  No person shall have any claim against Lead Plaintiffs, Lead Counsel, Lead Plaintiffs’ damages expert, Defendants, Defendants’ Counsel, any of the other Released Plaintiff Parties or Released Defendant Parties, or the Claims Administrator or other agent designated by Lead Counsel arising from distributions made substantially in accordance with the Stipulation, the Plan of Allocation approved by the Court, or further orders of the Court.  Lead Plaintiffs, Defendants, and their respective counsel, and all other Released Defendant Parties, shall have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund or the Net Settlement Fund; the Plan of Allocation; the determination, administration, calculation, or payment of any Proof of Claim Form or nonperformance of the Claims Administrator; the payment or withholding of Taxes; or any losses incurred in connection therewith.

    (k).The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the Proof of Claim of any Settlement Class Member or claimant. 

    (l). Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her or its Proof of Claim Form.

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Fluor Securities Settlement
c/o JND Legal Administration
PO Box 91325
Seattle, WA 98111