The New England Biolabs, Inc. Employee Stock Ownership Plan (“the Plan”) was originally established as an employee stock ownership plan (“ESOP”) but, beginning in 2013, it ceased being an ESOP and was converted to a profit sharing plan. The Plan holds four types of investments: (1) mutual funds, (2) pooled separate accounts, (3) New England Biolabs (“NEB”) stock and (4) Cell Signaling Technology (“CST”) stock. A majority of the Plan’s assets before and after its conversion has been in equity holdings in NEB stock. Before the 2019 Amendment, former employees of NEB were allowed to remain as participants of the ESOP after they terminated employment or retirement (at least until age 65).

NEB adopted the Third Amendment to the Plan effective as of August 1, 2019 (“2019 Amendment”), which changed the terms of the Plan for former employee participants. The 2019 Amendment removed the ability of former employee participants to remain in the Plan and invested in NEB stock.

The Complaint alleges that the Plan fiduciaries breached their fiduciary duties and engaged in prohibited transactions by purchasing NEB stock from the Plan accounts of these former employees at prices that were not fair market value.

The Complaint alleges that, 2019 Amendment, and the subsequent liquation, Plaintiff and other members of the Subclass had their NEB stock involuntarily liquidated – not only at less than fair market value – but also lost their right to continue holding NEB stock and were denied the opportunity to benefit from future appreciation of NEB stock.

This lawsuit is brought on behalf of the following Class:

All participants in the New England BioLabs Employee Stock Ownership Plan and whose NEB stock in their Plan account (in whole or in part) was liquidated on or after September 29, 2017, and the beneficiaries of such participants.

This lawsuit is also brought on behalf of the following Subclass:

All members of the Class who were former employees of NEB as of September 30, 2019, and had their NEB stock in their New England BioLabs Employee Stock Ownership Plan accounts liquidated in 2019, and the beneficiaries of such participants.

Excluded from the Class and the Subclass are (a) the Defendants, (b) officers and directors of NEB, (c) other persons who had decision-making or administrative authority relating to the administration, modification, funding or interpretation of the Plan, (d) the beneficiaries of such persons or the immediate family members of any of the foregoing excluded persons, (e) any participant who previously settled the claims asserted by this Complaint, and (f) the legal representatives, successors and assigns of any such excluded persons.

The Complaint was filed on September 26, 2023.

Order on Motion to Dismiss - April 3, 2024

Amended Complaint - December 22, 2023

Complaint - September 26, 2023