Overview
In order to be potentially eligible to receive payment from the Proposed Settlement, you must complete the claim form and submit the completed claim form by email, by mailing it to the claims administrator’s address, or online. Claim forms should not be submitted to the Court, the Office of the Clerk of the Court, Defendants, or their Counsel. Separately, if you wish to exclude yourself from the Settlement Class or would like to object to any aspect of the Proposed Settlement, you should follow the procedures described below and in the Notice.
If you have any questions regarding the claim form, you can contact Epiq.
Definition of Settlement Class
“All persons or entities who purchased or otherwise acquired the common stock of Wells Fargo during the Class Period (i.e., from February 2, 2018, through March 12, 2020, inclusive), and were damaged thereby.” Read paragraph 17 of the Notice for further details on eligibility.
If you are a member of the settlement class, your rights will be affected, and you may be eligible for a payment from the settlement. Please read the Notice to fully understand your rights and options.
Case Status
On September 8, 2023, the Honorable Jennifer L. Rochon of the United States District Court for the Southern District of New York granted final approval of a $1 billion settlement with Wells Fargo (NYSE: WFC), ending a three-year securities fraud class action lawsuit brought on behalf of investors nationwide. The $1 billion settlement is the largest securities class action settlement in 2023, the sixth largest in the last decade, the ninth largest ever in the Second Circuit, and the 17th largest ever. It is also the largest settlement ever without a restatement or related actions by the Securities Exchange Commission or U.S. Department of Justice.
The case alleges that between May 30, 2018 and March 12, 2020, the Bank and its top executives made false and misleading statements to the public and Congress regarding issues of critical concern to its investors: its compliance with consent orders imposed by the federal regulators, including the Federal Reserve Board (the “FRB”), the Office of the Comptroller of the Currency (the “OCC”) and the Consumer Financial Protection Bureau (the “CFPB”), after the Bank’s 2016 consumer scandal involving the opening of unauthorized customer accounts, as well as when regulators would lift the asset cap they had imposed on the Bank that limited the Bank’s growth.
Wells Fargo shareholders incurred significant losses as the truth was finally revealed, culminating with disclosures in March 2020 with the issuance of two U.S. House of Representatives Financial Services Committee reports on March 4 and 5, 2020 and subsequent Congressional hearings, which revealed that Wells Fargo had “clearly demonstrated an unwillingness and inability to stop harming its customers” and that its remediation plans fell “woefully short” of regulators’ expectations.
On August 29, 2020, the Court appointed Lead Plaintiffs, including Cohen Milstein clients, the Public Employees’ Retirement System of Mississippi and the State of Rhode Island, Office of the General Treasurer, and approved Lead Plaintiffs’ selection of Lead Counsel for the Class, including Cohen Milstein.
Other Important Rulings
On September 30, 2021, the Honorable Gregory H. Woods of the United States District Court for the Southern District of New York denied in most respects Defendants’ motion to dismiss In re Wells Fargo & Company Securities Litigation, holding that Plaintiffs had plausibly alleged that the vast majority of Defendants’ challenged statements were false and misleading or omitted material facts, and that the case could proceed against Defendants Wells Fargo; Timothy J. Sloan, former CEO and President; John R. Shrewsberry, former Senior Executive Vice President and CFO; Allen Parker, former Senior Executive Vice President and General Counsel and interim CEO; and Elizabeth Duke, former director on Wells Fargo’s Board and Chairwoman of the Board.
Judge Woods ruled that Defendants misled investors by claiming they had shared all relevant information with investors, the Bank was in agreement with the regulators, and the Bank was in advanced stages of the consent decrees. As the Court succinctly stated, in light of the fact that the Bank had not even submitted an acceptable plan to regulators at the time of the challenged statements, “[p]lainly, there was no basis for [Defendant’s] statements that the Bank was ‘largely there’ and that the Bank and the Regulators had reached a ‘meeting of the minds.’” The Court also found that Plaintiffs adequately pled scienter – or the requisite mental state – finding that the Defendants were well aware of the lack of Wells Fargo’s progress on the consent decrees because they were in direct communication with the regulators and were directly responsible for Wells Fargo’s compliance programs. Finally, the Court also upheld the Section 20(a) control person claims against certain of the defendants.
Case Background
Wells Fargo is a financial services company that provides retail, commercial, and corporate banking services. In September 2016, investors learned that Wells Fargo had engaged in widespread consumer abuses, including fraudulent bank account opening practices. Exposure of these practices drew intense regulatory scrutiny and resulted in the U.S. Department of Justice, SEC, and other federal and state authorities collectively levying billions of dollars in financial penalties on Wells Fargo. On February 2, 2018, the first day of the Class Period, the Company agreed to a Consent Order (“Federal Reserve Consent Order”) with the Federal Reserve System (“FRS”) to address the oversight failures of Wells Fargo’s Board of Directors that had facilitated widespread abuses and compliance breakdowns. That day, the Company announced its confidence in its ability to satisfy the Federal Reserve Consent Order’s requirements.
Soon after, on April 20, 2018, Wells Fargo entered into consent orders with the Consumer Financial Protection Bureau and Office of the Comptroller of the Currency (together with the Federal Reserve Consent Order, the “Consent Orders”). The Consent Orders required payment of $1 billion in civil penalties and development of a comprehensive plan to identify and remediate present and future consumer harm.
Throughout the Class Period, Defendants repeatedly reassured investors that the Company was developing and implementing the required governance and risk management reforms, was aligned with regulators, and was making meaningful progress toward meeting its obligations under the Consent Orders. As a result of Defendants’ false and misleading statements and omissions, shares of Wells Fargo common stock traded at artificially inflated prices throughout the Class Period.
The truth began to be revealed on March 4, 2020, after the market closed, when the House Financial Services Committee released a 113-page report (the “House Report”) detailing its yearlong investigation into Wells Fargo and concluding that Wells Fargo was not in compliance with the Consent Orders and was unwilling to take the steps necessary to satisfy its obligations. The House Report described Wells Fargo’s risk management plans as “materially incomplete” and “woefully short” of the FRS’s expectations, and the House Report revealed that in March 2019, the FRS had sent Wells Fargo a letter stating that the Company’s remediation plans “remain materially incomplete” and were “riddled with errors and discrepancies.” On this news, Wells Fargo shares declined from $41.40 per share on March 4, 2020 to $38.90 on March 5, 2020, on heavy trading volume.
Then, on March 10, 2020, Defendant Scharf testified before the House Financial Services Committee and finally acknowledged that Wells Fargo “ha[s] not yet done what is necessary to address [its] shortcomings” and that “the [C]ompany’s leadership failed its stakeholders” and “we did not have the appropriate controls in place across the [C]ompany.” Additionally, that day, House Financial Services Committee Chairwoman Maxine Waters requested that the DOJ review 2019 testimony by Defendant Sloan to investigate whether he had lied to Congress in violation of federal laws. As a result of these disclosures, Wells Fargo shares declined from $35.08 per share on March 10, 2020 to $32.33 on March 11, 2020 and then down to $27.20 on March 12, 2020 on heavy trading volume.
As a result of Defendants’ false and misleading statements, and the precipitous decline in the value of Wells Fargo common stock as the truth was revealed, the putative class members suffered significant losses and damages.