Derivative Suit Accuses Honeywell Directors of Losing Millions Through Asbestos Liability Misrepresentation
Damages to Honeywell include the amount said to have been overpaid for shares in 2018, fees for investigations, legal costs associated with the cases brought against the company in New York and New Jersey and the compensation and benefits paid to the defendants.
June 16, 2020 at 06:33 PM
4 minute read
A shareholder for technology and manufacturing conglomerate Honeywell International demanded a federal jury trial Monday, alleging the company's directors lost hundreds of millions of dollars by misleading investors about asbestos liability.
According to the 104-page complaint filed in the U.S. District Court for the District of Delaware by shareholder Sandra Osborne, 15 people who are or were previously Honeywell's directors or officers were found by the U.S. Securities and Exchange Commission to have reported $616 million in liabilities estimated over a five-year period, rather than following standard accounting practices, which would have shown an estimated $1.7 billion in total.
In the period between when that information was first known to directors and when it was released publicly, leading to a several-day drop in Honeywell stock prices in October 2018, the complaint stated two defendants made a combined $2.36 million from insider sales, and the company was led to overpay about $235 million while buying back its own stock.
The District of Delaware case is the third in which Honeywell securities violations are alleged. In December, another company filed an action with the Supreme Court in the State of New York alleging Honeywell had tried to shift more than $1 billion in asbestos liability to it in an agreement between the two companies, and a consolidated federal securities fraud class action lawsuit is pending in the federal court's District of New Jersey.
Honeywell, headquartered in Charlotte, North Carolina, inherited asbestos-related liabilities from former subsidiaries North American Refractories Co. and Bendix Friction Materials. According to the document filed Monday, Honeywell included in its financial reports asbestos liabilities that could be expected over a 15-year period for NARCO but used a five-year horizon for Bendix, for which it reported total estimated liabilities of $616 million as of December 2017.
The complaint alleges Honeywell was able to calculate what Bendix's liabilities would be more than five years in the future but that that was intentionally not done in order to keep the full, much larger liability estimate concealed.
On Sept. 30, 2018, Honeywell was said to have been informed that the SEC's division of enforcement had opened an investigation into the company. As a publicly traded company, Honeywell is required to follow accounting principles such as preparing financial statements in compliance with Accounting Standards Codification 450. The SEC, the complaint states, found Honeywell was not compliant with industry standards or federally mandated accounting practices such as ASC 450, and the company eventually told the SEC the total estimated Bendix asbestos liability was actually $1.7 billion.
The company's stock price later decreased more than $10 per share to $140.83 over the course of several days after Honeywell announced the investigation in October via its quarterly financial report.
Between February and October of 2018, defendants had led the company to repurchase 20.6 million shares of its own stock at a cost of more than $3.14 billion. The complaint asserts that throughout that time, each share was actually worth $140.83, the closing price Oct. 24, 2018, or the final day in the multiday price drop that took place after knowledge of the SEC investigation became public. Honeywell would have overpaid $234.78 million in that nine-month period during which information was allegedly misrepresented if shares were valued at that price throughout.
Osborne's complaint asked for a jury to determine the defendants violated the Securities Exchange Act of 1934 by making false and misleading statements, omitting information from financial reports and participating in a scheme to defraud the company. It asks that the defendants be ordered to repay damages with interest jointly and severally and restructure the company internally to prevent similar events from taking place in the future.
Damages to Honeywell include the amount said to have been overpaid for shares in 2018, fees for investigations, legal costs associated with the cases brought against the company in New York and New Jersey and the compensation and benefits paid to the defendants.
As of Tuesday, court filings did not indicate any of the defendants were represented by an attorney. Wilmington attorney Brian Farnan, who is representing Osborne, did not respond for comment on the case.
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