Cases
Fidelity National Information Services, Inc.
Corporate Governance / Derivative
Overview
Overview
- Date:
- 10/28/2024
- Company Name:
- Fidelity National Information Services, Inc.
- Stock Symbol:
- FIS
- Class Period:
- FROM 5/7/2020 TO 2/10/2023
- Status:
- Filed
- Filing Date:
- 3/6/2023
- Court:
- U.S. District Court: Middle District of Florida
Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against Fidelity National Information Services, Inc. (NYSE: FIS) on behalf of long-term stockholders following a class action complaint that was filed against Fidelity National on March 6, 2023 with a Class Period from May 7, 2020 and February 10, 2023. Our investigation concerns whether the board of directors of Fidelity National have breached their fiduciary duties to the company.
Fidelity National provides global e-commerce and payment technologies to financial institutions and businesses and, in recent years, has become the largest processing and payments company in the world. The Company is most known for its development of Financial Technology, or FinTech, and offers its solutions in three primary segments: Merchant Solutions; Banking Solutions; and Capital Market Solutions. The Merchant Solutions segment accounted for approximately 30% of the Company’s total revenue in 2021, and serves merchants by enabling them to accept, authorize, and settle electronic payment transactions.
Throughout its history, Fidelity National has acquired several other financial technology firms. Relevant to the allegations here, on July 31, 2019, Fidelity National announced it had closed the acquisition of payments company Worldpay, Inc. (“Worldpay”) for $43 billion, consisting of $35 billion in cash and the assumption of $8 billion in debt. As a result of the acquisition, the Worldpay business became part of the Merchant Solutions segment.
According to the Complaint, during the Class Period, Defendants made false and/or misleading statements about Fidelity National’s latest acquisition of Worldpay by assuring investors it had “successfully completed the Worldpay integration” and touting the benefits of the Worldpay integration for the Company. The complaint alleges that as a result, Defendants’ positive statements about the Company’s business, operations, and prospects during the Class Period were materially false and /or misleading.
Investors slowly learned that the Company’s important Merchant Solutions segment was underperforming and that the Company’s integration of Worldpay was not “successfully completed.”
First, on August 4, 2022, Fidelity National announced that its Chief Financial Officer (“CFO”), James Woodall, planned to “step down” as Corporate Executive Vice President and CFO effective November 4, 2022. On this news, the price of Fidelity National stock fell more than 7%, from a closing price of $104.13 per share on August 3, 2022 to a closing price of $96.57 per share on August 4, 2022.
Other management changes soon followed. On October 18, 2022, the Company announced that Stephanie Ferris, who was appointed President of the Company in February and had served as the CFO of Worldpay, would become the new Chief Executive Officer (“CEO”) effective January 1, 2023. The Company also announced that that the outgoing CEO, Gary Norcross, who had been with the Company since 1988 and in the CEO role since 2015, would become Executive Chairman of the Board of Directors upon the transition.
Then, on November 3, 2022, Fidelity National reported that its Merchant Solutions segment – namely Worldpay – suffered a “margin contraction of 430 basis points.” In response to this news, the price of Fidelity National stock declined more than 29%, from a closing price of $79.47 per share on November 2, 2022, to a closing price of $57.18 per share on November 3, 2022. Analysts reported the new Fidelity National management “recognize[d] the need to rebuild investor confidence.”
Finally, before markets opened on February 13, 2023, Fidelity National announced it would spin off Worldpay, and in the process, the Company recognized a stunning $17.6 billion write-down on the asset. In response to this revelation, the price of Fidelity National stock fell more than 12%, from a closing price of $75.43 per share on the prior trading day of February 10, 2023, to a closing price of $66.00 per share on February 13, 2023.
If you are a long-term stockholder of Fidelity National, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at investigations@bespc.com, by telephone at (212) 355-4648, or by filling out the form below. There is no cost or obligation to you.
Fidelity National provides global e-commerce and payment technologies to financial institutions and businesses and, in recent years, has become the largest processing and payments company in the world. The Company is most known for its development of Financial Technology, or FinTech, and offers its solutions in three primary segments: Merchant Solutions; Banking Solutions; and Capital Market Solutions. The Merchant Solutions segment accounted for approximately 30% of the Company’s total revenue in 2021, and serves merchants by enabling them to accept, authorize, and settle electronic payment transactions.
Throughout its history, Fidelity National has acquired several other financial technology firms. Relevant to the allegations here, on July 31, 2019, Fidelity National announced it had closed the acquisition of payments company Worldpay, Inc. (“Worldpay”) for $43 billion, consisting of $35 billion in cash and the assumption of $8 billion in debt. As a result of the acquisition, the Worldpay business became part of the Merchant Solutions segment.
According to the Complaint, during the Class Period, Defendants made false and/or misleading statements about Fidelity National’s latest acquisition of Worldpay by assuring investors it had “successfully completed the Worldpay integration” and touting the benefits of the Worldpay integration for the Company. The complaint alleges that as a result, Defendants’ positive statements about the Company’s business, operations, and prospects during the Class Period were materially false and /or misleading.
Investors slowly learned that the Company’s important Merchant Solutions segment was underperforming and that the Company’s integration of Worldpay was not “successfully completed.”
First, on August 4, 2022, Fidelity National announced that its Chief Financial Officer (“CFO”), James Woodall, planned to “step down” as Corporate Executive Vice President and CFO effective November 4, 2022. On this news, the price of Fidelity National stock fell more than 7%, from a closing price of $104.13 per share on August 3, 2022 to a closing price of $96.57 per share on August 4, 2022.
Other management changes soon followed. On October 18, 2022, the Company announced that Stephanie Ferris, who was appointed President of the Company in February and had served as the CFO of Worldpay, would become the new Chief Executive Officer (“CEO”) effective January 1, 2023. The Company also announced that that the outgoing CEO, Gary Norcross, who had been with the Company since 1988 and in the CEO role since 2015, would become Executive Chairman of the Board of Directors upon the transition.
Then, on November 3, 2022, Fidelity National reported that its Merchant Solutions segment – namely Worldpay – suffered a “margin contraction of 430 basis points.” In response to this news, the price of Fidelity National stock declined more than 29%, from a closing price of $79.47 per share on November 2, 2022, to a closing price of $57.18 per share on November 3, 2022. Analysts reported the new Fidelity National management “recognize[d] the need to rebuild investor confidence.”
Finally, before markets opened on February 13, 2023, Fidelity National announced it would spin off Worldpay, and in the process, the Company recognized a stunning $17.6 billion write-down on the asset. In response to this revelation, the price of Fidelity National stock fell more than 12%, from a closing price of $75.43 per share on the prior trading day of February 10, 2023, to a closing price of $66.00 per share on February 13, 2023.
If you are a long-term stockholder of Fidelity National, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at investigations@bespc.com, by telephone at (212) 355-4648, or by filling out the form below. There is no cost or obligation to you.
The individual or institution below (“Plaintiff”) has reviewed and agrees to the Bragar Eagel & Squire, P.C. (“BESPC”) retainer agreement and authorizes BESPC to prosecute an action on Plaintiff’s behalf under the federal securities laws or applicable state laws to recover damages on behalf of investors in Fidelity National Information Services. BESPC will prosecute the action on a full contingency basis and will forward all costs and expenses.
Case Updates
Retainer Agreement
This will confirm that you have retained Bragar Eagel & Squire, P.C. (“BESPC”) to represent you in connection with potential litigation against Fidelity National Information Services (the “Company”) and its directors and officers. BESPC has conducted an investigation and believes that there is a valid basis to assert claims against the Company and its directors and/or officers for breach of fiduciary duties and other applicable laws.
In making this agreement, BESPC is relying upon your representation that you held the Company’s shares during the period from 5/7/2020 to 2/10/2023 (the “Relevant Period”) and that you continue to hold Company shares. Please provide us with documentation of your trading history in the Company’s stock by emailing a relevant copies of your brokerage statements to investigations@bespc.com. If you have any questions or need assistance, please call us at (212) 308-5858.
The terms under which we will represent you and your responsibilities as a potential representative plaintiff are set forth below.
You will have an obligation to remain knowledgeable about the litigation and participate in decisions concerning the progress of the litigation. If BESPC is appointed as lead counsel or in a similar capacity in the action, we will provide you with copies of all pleadings in the litigation for your review and approval, circumstances permitting, before they are filed with the court. BESPC will also promptly advise you of any significant developments in the litigation.
As a representative plaintiff, you cannot have any interest antagonistic to or in conflict with other shareholders or the Company concerning the claims we are pursuing or any relationships with any of the named defendants that would in any way impair your ability or incentive to obtain the best possible result. You agree that neither you nor any of your affiliates or agents will trade stocks while in the possession of any material non-public information you may receive in connection with the litigation. In addition, as a representative plaintiff, you may be required to continue holding Company shares. Please contact us before buying or selling Company shares.
BESPC will prosecute this litigation on a contingency basis. You will not be responsible for paying any legal fees, costs, or out-of-pocket expenses arising out of or related to the prosecution of this litigation, regardless of the outcome of the matter. If there is a monetary recovery in this action, BESPC will, at the conclusion of the litigation or any segment thereof, apply to the court for approval of an award of attorneys’ fees and reimbursement of expenses. BESPC may also seek a fee if we obtain substantial non-monetary relief for the Class or the Company. The court will then award fees and disbursements (if any) from the proceeds of any judgment or settlement obtained in this litigation, based on factors considered relevant by the court. Such fees, costs, and disbursements will be paid from the entire settlement amount and not only from your share of the settlement amount.
BESPC may associate with other counsel to assist in the prosecution of this litigation. Any recovery of fees and costs will be shared with such counsel, determined on a percentage basis or based upon the time spent on the matter, as approved by the court if applicable. The division of work and or fees among co-counsel will not affect the amount of fees received upon a successful completion of the litigation. From time to time, BESPC may utilize contract attorneys to supplement the work of its own employed attorneys. BESPC will supervise the work of all contract attorneys and adopt their work product as its own. You authorize BESPC, as we deem appropriate, to associate with other counsel and to hire experts and consultants to assist in the handling of your claims.
It is possible that you will not be appointed as a lead plaintiff in the action. However, we may wish to represent you in other litigation related to the wrongful acts giving rise to this case. In such event, we will contact you to discuss the scope of such representation and obtain your approval before moving forward. You also agree that we may contact you with respect to other potential matters on your behalf.
BESPC will consult with you regarding any settlement negotiations and seek to obtain your approval for any proposed resolution of this litigation before entering into a final settlement agreement with defendants.
You expressly acknowledge that we have not made any representation to you, express or implied, concerning the outcome of any litigation or other matter in which we represent you.
If you are not chosen as a representative plaintiff and we do not choose to pursue other related litigation on your behalf, we will provide you with notification and this Agreement shall terminate. Otherwise, this Agreement shall remain in effect until the conclusion of the relevant litigation. However, you may terminate this Agreement at any time.
Upon termination, BESPC’s files and papers compiled in connection with its investigation and prosecution of this matter constitute the work product and property of BESPC over which it has complete control with respect to its use and/or disclosure.
This agreement sets forth the entire agreement between the parties and supersedes all other oral or written communications.
Please feel free to contact us at any time should you have any questions or comments in this regard.
In making this agreement, BESPC is relying upon your representation that you held the Company’s shares during the period from 5/7/2020 to 2/10/2023 (the “Relevant Period”) and that you continue to hold Company shares. Please provide us with documentation of your trading history in the Company’s stock by emailing a relevant copies of your brokerage statements to investigations@bespc.com. If you have any questions or need assistance, please call us at (212) 308-5858.
The terms under which we will represent you and your responsibilities as a potential representative plaintiff are set forth below.
Your Responsibilities as a Representative Plaintiff
As a representative plaintiff, you will have a duty to represent the interests of similarly situated shareholders and to participate in the prosecution of this litigation. You may also be asked to provide documents concerning your trading in Company stock and may be asked to sit for a deposition. Accordingly, you should preserve all documents that relate to this case until it has concluded or we inform you otherwise. Relevant documents include any information you have about the Company or your trading in Company stock, no matter how it is recorded or who is keeping it for you. If you have any questions about whether information should be retained, please contact us.You will have an obligation to remain knowledgeable about the litigation and participate in decisions concerning the progress of the litigation. If BESPC is appointed as lead counsel or in a similar capacity in the action, we will provide you with copies of all pleadings in the litigation for your review and approval, circumstances permitting, before they are filed with the court. BESPC will also promptly advise you of any significant developments in the litigation.
As a representative plaintiff, you cannot have any interest antagonistic to or in conflict with other shareholders or the Company concerning the claims we are pursuing or any relationships with any of the named defendants that would in any way impair your ability or incentive to obtain the best possible result. You agree that neither you nor any of your affiliates or agents will trade stocks while in the possession of any material non-public information you may receive in connection with the litigation. In addition, as a representative plaintiff, you may be required to continue holding Company shares. Please contact us before buying or selling Company shares.
Contingency Fee and Advancement of Expenses
BESPC will prosecute this litigation on a contingency basis. You will not be responsible for paying any legal fees, costs, or out-of-pocket expenses arising out of or related to the prosecution of this litigation, regardless of the outcome of the matter. If there is a monetary recovery in this action, BESPC will, at the conclusion of the litigation or any segment thereof, apply to the court for approval of an award of attorneys’ fees and reimbursement of expenses. BESPC may also seek a fee if we obtain substantial non-monetary relief for the Class or the Company. The court will then award fees and disbursements (if any) from the proceeds of any judgment or settlement obtained in this litigation, based on factors considered relevant by the court. Such fees, costs, and disbursements will be paid from the entire settlement amount and not only from your share of the settlement amount.
Association with Counsel
BESPC may associate with other counsel to assist in the prosecution of this litigation. Any recovery of fees and costs will be shared with such counsel, determined on a percentage basis or based upon the time spent on the matter, as approved by the court if applicable. The division of work and or fees among co-counsel will not affect the amount of fees received upon a successful completion of the litigation. From time to time, BESPC may utilize contract attorneys to supplement the work of its own employed attorneys. BESPC will supervise the work of all contract attorneys and adopt their work product as its own. You authorize BESPC, as we deem appropriate, to associate with other counsel and to hire experts and consultants to assist in the handling of your claims.
Other Actions
It is possible that you will not be appointed as a lead plaintiff in the action. However, we may wish to represent you in other litigation related to the wrongful acts giving rise to this case. In such event, we will contact you to discuss the scope of such representation and obtain your approval before moving forward. You also agree that we may contact you with respect to other potential matters on your behalf.No Special Treatment
You understand that in the event we secure a recovery, you will not receive any special treatment or receive a greater share of any recovery based on your service as a named plaintiff. However, we may ask the Court to approve an additional award to you to compensate you for the time and effort you expend on this matter. Any such award is solely within the discretion of the Court.
Settlement
BESPC will consult with you regarding any settlement negotiations and seek to obtain your approval for any proposed resolution of this litigation before entering into a final settlement agreement with defendants.
No Guarantee of Success
You expressly acknowledge that we have not made any representation to you, express or implied, concerning the outcome of any litigation or other matter in which we represent you.
Termination of This Agreement
If you are not chosen as a representative plaintiff and we do not choose to pursue other related litigation on your behalf, we will provide you with notification and this Agreement shall terminate. Otherwise, this Agreement shall remain in effect until the conclusion of the relevant litigation. However, you may terminate this Agreement at any time. Upon termination, BESPC’s files and papers compiled in connection with its investigation and prosecution of this matter constitute the work product and property of BESPC over which it has complete control with respect to its use and/or disclosure.
This agreement sets forth the entire agreement between the parties and supersedes all other oral or written communications.
Please feel free to contact us at any time should you have any questions or comments in this regard.