GENWORTH FINANCIAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In January 2017, two putative stockholder class action lawsuits, captioned
Rice v.
Genworth Financial Incorporated
,
et al
, and
James v. Genworth Financial, Inc. et al,
were filed in the United States District Court for the Eastern District of Virginia, Richmond Division, against Genworth and its board of
directors. A third putative stockholder class action lawsuit captioned
Rosenfeld Family Trust v. Genworth Financial, Inc. et al,
was filed in the United States District Court for the District of Delaware against Genworth and its board of
directors. In February 2017, a fourth putative class action lawsuit captioned
Chopp v. Genworth Financial, Inc
.
et al,
was filed in the United States District Court for the District of Delaware against Genworth and its board of
directors and a fifth putative class action lawsuit captioned
Ratliff v. Genworth Financial, Inc
.
et al,
was filed in the United States District Court for the Eastern District of Virginia, Richmond Division, against Genworth and its
board of directors. The complaints in all five actions allege, among other things, that the preliminary proxy statement filed by Genworth with the SEC on December 21, 2016 contains false and/or materially misleading statements and/or omits
material information. The complaints assert claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and seek equitable relief, including declaratory and injunctive relief, and an award of attorneys fees and expenses. On
February 2, 2017, the plaintiff in
Rice
filed a motion for a preliminary injunction to enjoin the transaction described in the preliminary proxy. On February 10, 2017, defendants filed an opposition to the preliminary injunction
motion in the
Rice
action. Also on February 10, 2017, the plaintiff in
Rosenfeld Family Trust
filed a motion for a preliminary injunction to enjoin the transaction described in the preliminary proxy. On February 14, 2017,
defendants filed a motion to transfer the
Rosenfeld Family Trust
action to the Eastern District of Virginia. On February 15, 2017, defendants filed a motion to transfer the
Chopp
action to the Eastern District of Virginia. On
February 21, 2017, the parties to the Eastern District of Virginia actions (
Rice, James
and
Ratliff
) reached an agreement in principle to resolve the pending preliminary injunction motion in the Eastern District of Virginia
through additional disclosure prior to the March 7, 2017 stockholder vote on the proposed merger transaction. On February 22, 2017, the plaintiffs in the Eastern District of Virginia withdrew their preliminary injunction motion in
consideration of the agreed disclosures to be filed in a Form
8-K
by February 24, 2017. Also on February 22, 2017, the court in the District of Delaware suspended briefing on the motion for
preliminary injunction in the
Rosenfeld Family Trust
action and entered an order transferring the
Rosenfeld Family Trust
and
Chopp
actions to the Eastern District of Virginia. On February 23, 2017, the court in the Eastern
District of Virginia set the
Rosenfeld Family Trust
preliminary injunction motion for a hearing on March 1, 2017. On February 26, 2017, defendants filed an opposition to the preliminary injunction motion in the
Rosenfeld
Family Trust
action. On February 27, 2017, the parties in the
Rosenfeld Family Trust
action reached an agreement in principle to resolve the pending preliminary injunction motion in the
Rosenfeld Family Trust
action
through additional disclosure prior to the March 7, 2017 stockholder vote on the proposed merger transaction, and the plaintiff in the
Rosenfeld Family Trust
action withdrew its preliminary injunction motion in consideration of the
agreed disclosures as filed in a Form
8-K
on February 28, 2017. On March 6, 2017, the court in the Eastern District of Virginia entered an order setting a schedule for proceedings to appoint a lead
plaintiff and lead counsel for the purported class action. On March 7, 2017, the court in the Eastern District of Virginia consolidated the
Rice
,
James
,
Ratliff
,
Rosenfeld Family Trust
, and
Chopp
actions. On
July 5, 2017, the court in the Eastern District of Virginia heard oral argument on the motion to appoint a lead plaintiff and lead counsel. On August 25, 2017, the court in the Eastern District of Virginia entered an order appointing the
plaintiffs Alexander Rice and Brian James as lead plaintiffs and their counsel as lead counsel. In November, 2017, the parties reached an agreement in principle to settle the action based upon the previously provided additional disclosures, subject
to confirmatory discovery and court approval. On April 4, 2018, the parties entered into a stipulation of settlement. On April 24, 2018, the court in the Eastern District of Virginia entered an order preliminarily approving the settlement
and following a July 3, 2018 hearing, granted final approval of the settlement.
In December 2017, Genworth Holdings and Genworth
Financial were named as defendants in an action captioned
AXA S.A. v. Genworth Financial International Holdings, Inc., et al.,
in the High Court of Justice,
71