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FWRD.US
id: 1975
Forward Air ($FWRD) $28M Settlement
Eligible claimants can submit their claims for compensation.
$28,000,000
Cash Settlement2023-cv-400
Case number08/10/2023
Class period Start08/10/2023
Class period End07/10/2026
Claim deadlineForward Air agreed to a $28 million cash settlement to resolve claims that it deprived common stockholders of a vote on its merger agreement with Omni and related transactions.
Outline:
Forward Air announced a merger agreement with Omni in August 2023. Plaintiffs claimed the deal required a stockholder vote under Tennessee law. They also alleged Forward Air’s directors breached fiduciary duties. Forward Air and the other defendants deny wrongdoing but agreed to settle for $28 million.
Timeline:
- August 10, 2023: Forward Air announced that it had entered into a merger agreement with Omni.
- January 25, 2024: Forward Air announced that it had closed the transactions and completed its acquisition of Omni.
- June 5, 2024: Forward Air stockholders voted to approve the conversion of non-voting preferred shares granted to Omni stockholders.
- September 12, 2025: The parties informed the Court that they had reached an agreement in principle to resolve the action.
- March 2, 2026: The parties entered into the Stipulation of Settlement.
Background:
Forward Air is a Tennessee corporation in the ground transportation business. On August 10, 2023, it announced a merger agreement with Omni, a private freight-forwarding and customs brokerage company that had been a long-time customer of Forward Air.
The merger consideration included cash, common equity, and non-voting convertible preferred equity. The notice states that the common equity consideration represented 16.5% of Forward Air’s outstanding common stock, and that the common and convertible preferred equity together would represent 37.7% on an as-converted basis if conversion was approved by stockholders.
Plaintiffs alleged that Forward Air’s common stockholders should have received the right to vote on the merger agreement and transactions under the Tennessee Code. They also claimed that Forward Air’s directors breached fiduciary duties by causing the Company to enter into the merger agreement without providing a vote.
Investors alleged that the transaction was transformative for Forward Air and that Forward Air’s stock price declined sharply after the merger was announced and through the closing.
Forward Air closed the transactions on January 25, 2024, and stockholders later voted on June 5, 2024 to approve the conversion of the non-voting preferred shares.
What Can Investors Expect Now?
Forward Air agreed to a $28 million cash settlement to resolve claims that it deprived common stockholders of a vote on its merger agreement with Omni and related transactions.
If you were damaged due to this situation, you can file for a payout and get your share of the settlement. You can check if you are eligible and other details in the FAQ section.
Case Type
US Securities Class Action
Case Status
Accepting Claims
Alleged Offence
Breach of Fiduciary duty,
Omissions
Suspected Party
Directors,
Management
Security Type
Stocks
Trade Direction
Long
Plaintiffs
Cambria County Employees Retirement System and Michael A. Roberts
Attorneys
Robbins Geller Rudman & Dowd LLP
Defendants
Ronald W. Allen ; Ana B. Amicarella ; Valerie A. Bonebrake ; C. Robert Campbell
Administrator
Verita Global
Court hearing date
06/25/2026
Exclusion deadline
05/29/2026
Objection deadline
06/03/2026
Hearing deadline
06/03/2026
Attorney fee
$8,400,000
Trades matching type
FIFO
Frequently Asked Questions
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