Frequently Asked Questions

Plaintiffs Melissa Jackson and Marta Meda brought a lawsuit against Defendants NEB, the personal representative of the late Donald Comb, James V. Ellard, Richard Ireland, the Committee of New England Biolabs, Inc. Employees’ Stock Ownership Plan, and the NEB Non-Voting Stock Ownership Plan (the “NEB Parties”) alleging that they had been underpaid the benefits due to them under the Plan and asserting claims for violations of ERISA.

The claims certified on behalf of the Class in the Amended Complaint allege that Defendants engaged in prohibited transactions and breached their fiduciary duties in connection with the liquidation of the NEB stock from the Plan accounts of the Class. (the “Class Claims”). As a remedy, the Class Claims sought monetary relief on behalf of the Class. Defendants deny any wrongdoing or liability. The Court has not ruled on the merits of these Claims. The Amended Complaint also alleged claims on behalf of a Subclass of former employees as of September 30, 2019 challenging a 2019 Amendment to the Plan that eliminated the right of former employees to continue to hold NEB stock in the Plan. The Court dismissed those claims on behalf of the Subclass, but Plaintiffs intended to appeal the dismissal of those claims.

In deciding to settle the lawsuit, Class Counsel reviewed relevant documents and relied on a valuation expert to analyze the valuation of NEB stock and potential monetary remedy. Class Counsel also considered the strength of the claims and defenses and arguments by Defendants, the expense, length and likely delay of further litigation, the risks arising from the existence of unresolved questions of law and fact, and the risk of whether all claims would proceed on behalf of the Class.

If the parties had not reached a settlement, the Court may not have certified a Class and/or could have found in favor of Defendants. If Defendants had prevailed on certain of its defenses, then the Class could have recovered nothing. Even if Plaintiffs had succeeded in establishing liability, the Court could have found that any losses that NEB caused were less than the amount paid in this Settlement. Of course, if Plaintiffs prevailed on the Class Claims, Defendants may have been liable for more than the Settlement Amount.

The Court certified the Class as follows:

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, and (f) any participants who previously settled claims alleged in the Amended Complaint and (g) the legal representatives, successors, and assigns of any such excluded persons.

The Settlement requires Defendants to pay $7,150,000 (the “Cash Settlement Amount”) to resolve the Class Claims. After deduction of any Court-approved attorneys’ fees, expenses, and service award to the Class Representatives, the Net Settlement Fund will be distributed to the Class through the Plan pursuant to a Court-approved distribution formula called the “Plan of Allocation” which is described below.

In exchange for Defendants agreeing to pay this amount, Plaintiffs, on behalf of the Class, have agreed to release or give up claims asserted in the litigation and certain legal claims based on the same facts.

The “Net Settlement Fund”—the Cash Settlement Amount minus Court-approved attorneys’ fees, expenses and any service award to the Class Representatives —will be divided among Class Members according to a plan of allocation that is subject to Court approval. Class Counsel’s proposed Plan of Allocation, which the Court has preliminarily approved, provides that the Net Settlement Amount will be divided among Class Members based on the percentage of the aggregate alleged losses attributable to the participant’s Plan account. To calculate each participant’s share of the aggregate alleged losses, the Plan of Allocation compares the actual amounts paid to Class members for their NEB stock to the prices as determined by the valuation expert hired by Class Counsel. The Alleged Loss has two components: (1) the Valuation Loss and (2) the Forced Liquidation Loss. The Valuation Loss is the difference between the amount that was actually paid to a participant and the amount that would have been paid using the price determined by Class Counsel’s expert. The Forced Liquidation Loss is the amount that the former employees-participants whose stock was liquidated as a result of the 2019 Amendment lost being forced to liquidate their shares in 2019 versus what they would have realized if they had been able to hold their stock to 2021.

The Plan of Allocation will calculate the Alleged Valuation Loss with the following discounts and enhancements: (1) Class Members whose NEB shares were liquidated prior to 2019 will have their claim discounted by 25% to recognize that the Court rejected prohibited transaction claims for these liquidations; (2) Class Members whose NEB shares in the Plan were liquidated in 2019 will have Forced Liquidation Loss valued at 25% (as the court dismissed those claims, but they were subject to appeal) added to the Alleged Valuation Loss; (3) NEB shares in the Plan that were initially taken in the form of stock in 2019 and liquidated in 2020 will be discounted by 20% to reflect potential issues arising from the fact that the shares were distributed in-kind and held outside of the Plan.

The Alleged Loss for each account is then compared to the aggregate Alleged Loss for all accounts of Class Members to establish the pro rata share of the Net Settlement Fund. Your individualized estimated settlement payment is reflected on the attachment. This estimate may differ somewhat from the final payment, but is Class Counsel’s best estimate of your expected payment under this Plan of Allocation. The full Plan of Allocation as preliminarily approved by the Court can be found at www.NEBsettlement.com.

If you believe your Plan account balance as of the date when you received the last distribution of your Plan Account was different than the number listed on your individualized addendum to this Notice, or that you qualify as a Class Member (but didn’t receive a personalized notice), you can submit supporting documents to the Settlement Administrator at the address below.

After the Court’s order granting final approval becomes non-appealable, your share of the Net Settlement Amount will be transferred to your restored Plan Account. You will then receive an Election Distribution Packet. The Plan Administrator will distribute or rollover your settlement payment based on your election. There will be no charge for you to receive a distribution or rollover of the proceeds from this Settlement so long as you make this election within 90 days of receiving the Election Distribution Packet. If you failed to make a timely distribution election, you may be charged expenses related to administration of the Plan (but not costs to receive a distribution) that are typically charged to plan participants.

No claim is required. If you are a Class Member who is either (1) a participant or (2) a beneficiary entitled to an immediate payment under the Plan, then you are entitled to choose the form of distribution. To provide tax favored treatment, your payment will first be transferred to the Plan. You may elect to take a rollover or receive a distribution of your account from the Plan in accordance with the terms of the Plan.

No. You do not have the right to exclude yourself from the Class or the benefits of the Settlement. The Lawsuit was certified as a mandatory (“non-opt-out”) class action. As a Class Member, you will be bound by any judgments or orders that are entered in the Lawsuit for all claims that were or could have been asserted in the Lawsuit or are otherwise included in the release under the Settlement. Although you cannot opt out of the Settlement, you can object to the Settlement as described above.

If you are not satisfied with the terms of the proposed Settlement, then you or your attorney may inform the Court by sending a letter or written statement by July 11, 2025.

If you believe that the data about your Plan account is incorrect OR you believe that you are a Class Member but did not receive personalized notice sent to you, you can submit information explaining why the data needs to be corrected or why you are a Class Member.  You need to submit this challenge by July 11, 2025.

The Court has appointed the following lawyers at the following firms as counsel for the Class. Both of the lawyers have significant experience representing employees/participants in ERISA litigation:

Any Class member can comment on the Settlement or tell the Court that you do not agree with the Settlement or part of it, including the motion for attorneys’ fees and expenses. Any written objections must be sent to the Court at the addresses below and must be postmarked no later than July 11, 2025:

Office of the Clerk
John Joseph Moakley U.S. Courthouse
1 Courthouse Way, Suite 2300
Boston, Massachusetts 02210

Please also copy Class Counsel at the address below.  Be sure to refer to Jackson v. Personal Representative of Donald Comb et al, Case No. 1:23-cv-12208-RGS. Include your full name, address, telephone number, signature, and a full explanation of all the reasons you object to the Settlement, including any supporting papers and arguments. You or your attorney must sign the written objection.

If you have no objection to the Settlement, or the request for attorneys’ fees or expenses, then you do not need to send any papers with the Court.

On August 6, 2025, at 2:00 p.m. Eastern Time, Judge Stearns will hold a hearing in his courtroom at the John Joseph Moakley U.S. Courthouse, 1 Courthouse Way, Boston, Massachusetts 02210. The time and date of the hearing may change. It is also possible that this hearing may be held remotely. Any updated information including dial-in or video conference instructions will be posted on the website.

At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate, and whether and in what amount to award Class Counsel attorneys’ fees and reimbursement of expenses. If there are objections, the Court will consider them. At or after the hearing, the Court will decide whether to approve the Settlement, and whether and in what amount to award attorneys’ fees and reimbursement of expenses. We do not know how long these decisions will take.

The time and date of this hearing may change, so please check the website if you plan to attend. You should also contact Class Counsel if you intend to attend the hearing.