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Commitments and Contingencies
9 Months Ended
Sep. 30, 2022
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 10. Commitments and Contingencies

 

Legal Proceedings and Contingencies

          In August 2018, a putative shareholder class action lawsuit was filed in the Southern District of New York, naming as defendants Nielsen, former Chief Executive Officer Dwight Mitchell Barns, and former Chief Financial Officer Jamere Jackson. Another lawsuit, which alleged similar facts but also named other Nielsen officers, was filed in the Northern District of Illinois in September 2018 and transferred to the Southern District of New York in December 2018. The actions were consolidated on April 22, 2019, and the Public Employees’ Retirement System of Mississippi was appointed lead plaintiff for the putative class. The operative complaint was filed on September 27, 2019, and asserts violations of certain provisions of the Securities Exchange Act of 1934, as amended, based on allegedly false and materially misleading statements relating to the outlook of Nielsen’s Buy segment (now “Global Connect,” which was sold in the first quarter of 2021), Nielsen’s preparedness for changes in global data privacy laws and Nielsen’s reliance on third-party data. Nielsen moved to dismiss the operative complaint on November 26, 2019. On January 4, 2021, certain of the allegations against Nielsen and its officers were dismissed, while others were sustained. On February 3, 2022, the parties reached a settlement in principle to resolve this litigation for $73 million. On March 15, 2022, the terms of the settlement were formalized and submitted to the Court for approval. The terms of the settlement were approved by the Court on July 20, 2022. Nielsen expects the amount of the settlement payment to be paid by its insurance carriers.

          In addition, in January 2019, a shareholder derivative lawsuit was filed in New York Supreme Court against a number of Nielsen’s current and former officers and directors. The derivative lawsuit alleged that the named officers and directors breached their fiduciary duties to the Company in connection with factual assertions substantially similar to those in the putative class action complaint. The derivative lawsuit further alleged that certain officers and directors engaged in trading Nielsen stock based on material, nonpublic information. An amended complaint was filed on May 7, 2021, which Nielsen moved to dismiss on July 16, 2021. After a series of stays, the parties filed a stipulation and order of dismissal, which the Court granted on October 5, 2022.

          A series of five lawsuits were filed in federal court and one lawsuit was filed in state court by purported Nielsen shareholders against Nielsen and members of our Board of Directors (collectively, the “Actions”) relating to the Transaction. The plaintiffs in three of the Actions filed notices of voluntary dismissal and sent demand letters to Nielsen making substantially the same allegations as were included in the complaints. Five additional demand letters subsequently were sent to Nielsen on behalf of purported Nielsen shareholders, each alleging similar deficiencies in the proxy statement as the Actions. Before the vote on the Transaction, Nielsen filed a supplemental 8-K disclosure addressing the plaintiffs' claims, and the lawsuits were then dismissed. The lone state court action has been settled and fully resolved. Nielsen will now discuss with plaintiffs' attorneys for the remaining claims payment of legal fees to finalize resolution. Based on present information, such payments are not likely to have a material adverse effect on Nielsen’s business, financial position, or results of operations.

          Nielsen is subject to litigation and other claims in the ordinary course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be determined, the Company does not expect that the ultimate disposition of these matters will have a material adverse effect on its operations or financial condition. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s future results of operations or cash flows in a particular period.