In re: Willis Towers Watson, No. 18-1874 (4th Cir. 2019)Annotate this Case
A putative class of former shareholders in Towers, Watson & Co. filed suit alleging that several defendants violated the Securities Exchange Act by omitting material facts in proxy documents, rendering statements in those documents false or misleading. The district court dismissed the complaint.
The Fourth Circuit vacated and held that the statute of limitations begins to run for a claim governed by 15 U.S.C. 78i(f) when the plaintiff has discovery notice. Applying this standard, the court held that the putative class filed suit within one year of discovering the facts constituting the violation. Therefore, the district court erred in dismissing plaintiffs' suit as time-barred. The court also held that plaintiffs have sufficiently alleged that the omitted facts were material and the district court erred in dismissing the Section 14(a) claim. Finally, the court held that none of the three alternative grounds presented by defendants supported the district court's dismissal order.