New England Biolabs, Inc. Employee Stock Ownership Plan
(2021 Transaction)
A settlement has been reached in this case and a final fairness hearing is set for August 6, 2025.
For questions about the settlement procedures or forms and information about you including your settlement payment, please contact the Settlement Administrator:
New England Biolabs Settlement
P.O. Box 2004
Chanhassen, MN 55317-2004
NEBSettlement@noticeadministrator.com
(855) 298-3060
For additional information about the settlement, please visit www.NEBsettlement.com
For questions about the Lawsuit or the Settlement overall (and if the Settlement Administrator cannot answer your questions), please contact Class Counsel at neblawsuit@thebartonfirm.com
Summary of Lawsuit
This lawsuit alleges that New England Biolabs and the fiduciaries of the New England Biolabs, Inc. Employee Stock Ownership Plan violated the Employee Retirement Income Security Act of 1974 (“ERISA”) and breached their fiduciary duties by adopting and implementing an 2019 amendment to the plan that eliminated the right of participants who are former employees to hold NEB stock and the liquidated NEB stock at share prices that were less than fair market value.
-
The New England Biolabs, Inc. Employee Stock Ownership Plan (“the Plan”) was originally established as an employee stock ownership plan (“ESOP”) but, beginning in 2013, it ceased being an ESOP and was converted to a profit sharing plan. The Plan holds four types of investments: (1) mutual funds, (2) pooled separate accounts, (3) New England Biolabs (“NEB”) stock and (4) Cell Signaling Technology (“CST”) stock. A majority of the Plan’s assets before and after its conversion has been in equity holdings in NEB stock. Before the 2019 Amendment, former employees of NEB were allowed to remain as participants of the ESOP after they terminated employment or retirement (at least until age 65).
NEB adopted the Third Amendment to the Plan effective as of August 1, 2019 (“2019 Amendment”), which changed the terms of the Plan for former employee participants. The 2019 Amendment removed the ability of former employee participants to remain in the Plan and invested in NEB stock.
The Complaint alleges that the Plan fiduciaries breached their fiduciary duties and engaged in prohibited transactions by purchasing NEB stock from the Plan accounts of these former employees at prices that were not fair market value.
The Complaint alleges that, 2019 Amendment, and the subsequent liquation, Plaintiff and other members of the Subclass had their NEB stock involuntarily liquidated – not only at less than fair market value – but also lost their right to continue holding NEB stock and were denied the opportunity to benefit from future appreciation of NEB stock.
-
The Court has certified the following class:
All participants in the New England BioLabs Non-Voting Stock Ownership Plan whose NEB stock in their Plan account was liquidated (in whole or in part) between September 29, 2017 and December 31, 2021 – including all participants to whom NEB shares were distributed in kind (i.e. in the form of physical share certificates) between September 29, 2017 and September 30, 2019 and which were subsequently repurchased by NEB or the Plan before December 31, 2020 – and the beneficiaries of such participants, except the Excluded Persons.
“Excluded Persons” means the following persons who are excluded from the Class: (a) Defendants, (b) officers and directors of New England Biolabs, Inc., (c) any fiduciaries of the Plan at any time during September 2017 and December 30, 2021, (d) the beneficiaries of such persons or (e) the immediate family members of any of the foregoing, (f) any participant who previously settled claims alleged in the Amended Complaint, and (g) the legal representatives, successors and assigns of any such excluded persons.
-
The Complaint was filed on September 26, 2023.
-
Final Judgment - August 11, 2025
Order Granting Final Approval - August 7, 2025
Order Granting Attorneys’ Fees - August 7, 2025
Motion for Final Approval - July 25, 2025
Order Certifying Class & Granting Preliminary Approval of Class Action Settlement - April 21, 2025
Motion for Preliminary Approval of Class Action Settlement - April 14, 2025
Motion to Certify Class - April 14, 2025
Order on Motion to Dismiss - April 3, 2024
-
-
Plaintiffs and Defendants reached a settlement-in-principle on February 14, 2025. A formal settlement agreement was fully executed on April 14, 2025. Under the settlement, Defendants have agreed to pay $7.15 million to resolve the claims. After subtracting court-approved attorneys’ fees and expenses, and class representative service awards, the remaining amount of the $7.15 million total settlement will be distributed to participant Class members (and beneficiaries who would be entitled to payment under the terms of the Plan).
Plaintiffs filed Motion for Final Approval on February 2, 2023. The United States District Court for the District of Massachusetts granted Final Approval on August 7, 2025.
The final fairness hearing will be held on August 6, 2025 at 2 p.m. at the United States District Court for the District of Massachusetts, John Joseph Moakley U.S. Courthouse, 1 Courthouse Way, Courtroom 21, Boston, Massachusetts 02210.
The Court issued Final Judgment on August 11, 2025.
Whom to Contact for More Information
If you are a member of the proposed class or you have information which might assist us in the prosecution of these allegations, please contact one of the following persons:
R. Joseph Barton, Esq. jbarton@thebartonfirm.com
Ming Siegel, Paralegal ming@thebartonfirm.com
The Barton Firm LLP
1633 Connecticut Ave. NW Suite 200
Washington, DC 20009
(202) 734-7046
The Barton Firm LLP is co-counsel in this litigation with Jonathan M. Feigenbaum, Esquire.