Following the Bayer-Monsanto merger, litigation has resulted in a valuable settlement that, pending final approval, affirms the rights of ADR investors to hold foreign companies accountable under U.S. securities laws.
SAN FRANCISCO, CA / ACCESS Newswire / June 27, 2025 / Today, a federal judge in California granted preliminary approval of a $38 million cash settlement between Sheet Metal Workers National Pension Fund, the International Brotherhood of Teamsters Local No. 710 Pension Fund, and International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware, and Bayer AG to resolve a certified securities class action against the pharmaceutical giant and certain executives.
Originally filed in 2020, the lawsuit stems from Bayer's highly controversial acquisition of Monsanto in 2018. Plaintiffs alleged that Bayer, along with its CEO, the chairman of its Supervisory Board, and several other senior executives made false and misleading statements concerning the company's due diligence on the risks associated with an ongoing large mass tort litigation alleging that Roundup, Monsanto's flagship glyphosate-based herbicide, causes non-Hodgkin's lymphoma. Following the merger, Bayer sustained a barrage of court defeats in that toxic tort litigation, forcing it to establish a $10.9 billion settlement fund.
The settlement follows nearly five years of intensive cross-border litigation and brings closure to, pending final approval, an important case that addressed critical questions about the adequacy and transparency of disclosures concerning due diligence in high-profile corporate mergers. The litigation also reaffirms that investors who purchase American Depositary Receipts (ADRs) on the over-the-counter market have enforceable rights under U.S. securities laws.
"This is an important settlement and resolution for our clients and investors who invest in publicly traded foreign companies through the U.S. over-the-counter markets," said Carol Gilden, a partner at Cohen Milstein and court-appointed lead counsel in this matter. "This has been a hard-fought dispute. After years of litigation and international discovery, this resolution, pending final approval by the court, will help ensure accountability of a foreign company under U.S. securities laws. It will also provide closure for ADR investors harmed by Bayer's alleged misleading statements."
Central to the case were novel and complex questions about whether the plaintiffs' and the class's purchases were foreign transactions outside the scope of U.S. securities laws.
In May 2023, the court granted class certification, appointing Sheet Metal Workers' National Pension Fund, the International Brotherhood of Teamsters Local No. 710 Pension Fund, and the International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware as class representatives and Cohen Milstein as sole class counsel. Notably, the court ruled in plaintiffs' favor on the extraterritoriality issue, resulting in a landmark decision affirming the rights of ADR purchasers on the over-the-counter market-and particularly those of sponsored ADRs like Bayer's.
Discovery was also expansive and complex, spanning multiple continents and legal systems. Among other things, plaintiffs were required to initiate proceedings under the Hague Convention to obtain the testimony of Bayer's former general counsel in Germany-a process that demanded significant coordination with German counsel and judicial oversight from both U.S. and German courts.
The case is styled: Sheet Metal Workers' National Pension Fund, et al. v. Bayer Aktiengelsellchaft, et al., Case No. 3:20-cv-04737, U.S. District Court, District of Northern California.
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With more than 100 attorneys in eight offices, Cohen Milstein is one of the largest plaintiff-side law firms in the United States. With more than four decades of experience litigating securities fraud class actions, we have recovered billions of dollars to investors. We are perennially recognized as among the top securities practices in the country by legal publications such as The National Law Journal, Law360, Chambers USA, and The Legal 500. For more information visit https://www.cohenmilstein.com
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SOURCE: Cohen Milstein Sellers & Toll PLLC
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