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Aon and Willis Towers Watson Mutually Agree to Terminate Combination Agreement

"Aon plc and Willis Towers Watson announced today that the firms have agreed to terminate their business combination agreement and end litigation with the U.S. Department of Justice (DOJ). The proposed combination was first announced on March 9, 2020.... In connection with the termination of the business combination agreement, Aon will pay the $1 billion termination fee to Willis Towers Watson, Willis Towers Watson's proposed scheme of arrangement has now lapsed, and both organizations will move forward independently."

Justice Department Sues to Block Aon's Acquisition of Willis Towers Watson

"The merger between Aon and Willis Towers Watson would combine two of the 'Big Three' insurance brokers who, as alleged in the complaint, can offer global service, sophisticated data and analytics, and a breadth and depth of knowledge and expertise that other brokers do not offer. As alleged in the complaint, Aon and Wills Towers Watson operate 'in an oligopoly' and 'will have even more [leverage] when [the] Willis deal is closed.' If permitted to merge, Aon and Willis Towers Watson could use their increased leverage to raise prices and reduce the quality of products relied on by thousands of American businesses -- and their customers, employees, and retirees." [U.S. v. Aon and Willis Towers Watson, No. 21-1633 (D.D.C. complaint filed Jun. 16, 2021)]

Aon Sues Willis Towers Watson, New CFO Over Breaking Non-Compete Agreement

"Willis Towers Watson and its new Chief Financial Officer Michael Burwell, who is scheduled to start Oct. 2, are being sued by rival Aon over allegations that Mr. Burwell violated a two-year non-compete agreement because he had access to Aon trade secrets in his role as a consultant helping restructure the company. The lawsuit ... seeks to prevent Mr. Burwell from working for Willis Towers Watson for two years and is seeking $75 million in damages. It accuses both Willis Towers Watson and Mr. Burwell of violating the Illinois trade secrets act. It also accuses Mr. Burwell of breaching his fiduciary duty and Willis Towers Watson of unfair competition."

Cambridge Retirement System Sues Willis Towers Watson Over Merger

"Cambridge (Mass.) Retirement System filed a class-action lawsuit against Willis Towers Watson and other defendants for allegedly violating provisions of the Exchange Act in connection to the merger between Towers Watson & Co. and Willis Group Holdings. The suit alleges that defendants issued false and misleading statements in proxy materials filed with the U.S. [SEC] prior to the merger, which closed on Jan. 4, 2016."

Aon Buys Willis Towers Watson: Another Waypoint in the Demise of Employer Pensions

"[T]he reporting on this merger doesn't even mention these firms' actuarial practices as a relevant part of their businesses, nor does the company's presentation on the merger mention the relevance of its actuarial practice except as a part of general expertise in retirement.... [It's] just another sign of the times: employer-sponsored pensions are so much on the decline that they're virtually irrelevant, as far as the business of actuarial valuations is concerned."

Willis Acquires Towers Watson -- Is There More to This Story?

"Back in 2011 Aetna CEO Mark Bertolini made the comment, 'Not too far away from now -- in the next 6-7 years -- 75 million Americans will be retail buyers of healthcare. And they'll come to the marketplace with their own money and either a subsidy from their employer or a subsidy from their government. And it doesn't much matter -- they'll be spending their money.' Since then Aetna has been acquiring technology companies including bswift that has built 'exchange' capabilities. Bertolini thinks healthcare will be individually purchased. Aetna buys exchange technology. Towers Watson buys exchange technology. Willis buys Towers Watson. Are these events part of the same story?"

District Court Narrows Focus of Antitrust Suit Over $30 Billion Aon-Willis Merger

"A federal judge has narrowed the scope of a [DOJ] lawsuit blocking the proposed $30 billion merger of insurance brokers Aon PLC and Willis Towers Watson PLC, allowing the companies to finalize remedies for three of five issues raised by the antitrust regulator. The impending trial on the remaining issues, set to start in November, will focus on whether large U.S. businesses would face diminished competition when seeking two categories of insurance: property, casualty and financial risk coverage; and health-and-benefit coverage for employees[.]" [U.S. v. Aon and Willis Towers Watson, No. 21-1633 (D.D.C. Jul. 20, 2021)]

Deferral of Health Care Means COVID-19 Could Reduce Employer Costs in 2020

"COVID-19 could reduce employer health care costs by as much as 4% in 2020, as medical care for noninfected patients has declined during the pandemic, according to a new Willis Towers Watson analysis of large, self-funded employers. The analysis updates a similar study conducted last month that projected employer costs could rise by as much as 7% due to COVID-19-related costs."

Don't Jump the Gun on Post-Merger Compensation Arrangements

"[P]laintiffs' lawyers file lawsuits following the announcement of every public company merger or acquisition (so-called 'strike suits'). Occasionally, the allegations in one of these lawsuits involve potential conflicts of interest created by compensation arrangements proposed or negotiated before the stockholder vote -- and not disclosed to stockholders. Earlier this year, a federal appellate court decided such a case[.]" [Regents of the University of California v. Willis Towers Watson PLC (In Re: Willis Towers Watson PLC Proxy Litigation), No. 18-1874 (4th Cir. Aug. 30, 2019)]

Pension Finance Watch, May 2017

"Driven by decreasing bond yields, the Willis Towers Watson Pension Index declined by slightly less than a full percent. Investment returns were generally positive, but liability growth had greater influence. The index measures 74.1 after May's -0.9% change."