Investors who bought Waste Management senior notes in early 2020 sued the company in a securities class action alleging its executives misled them about the timing of the Advanced Disposal Services acquisition. The WM ADS acquisition lawsuit settlement resolves those claims for $30 million, and Judge Lorna G. Schofield of the U.S. District Court for the Southern District of New York granted final approval on December 18, 2025.1Waste Dive. WM Lawsuit Advanced Disposal Deal Final Approval2Bloomberg Law. WM’s $30 Million Investor Settlement Gets Final Court Approval WM did not admit wrongdoing.
What the Lawsuit Alleged
The case, In re Waste Management Securities Litigation (No. 1:22-cv-04838), was led by the United Industrial Workers Pension Plan on behalf of noteholders who bought during a class period running from February 13, 2020, through June 23, 2020. It named WM along with CEO James C. Fish Jr., COO John J. Morris, and CFO Devina A. Rankin. A fourth executive, Leslie K. Nagy, was named initially but later dismissed.3Waste Today Magazine. WM Class Action Lawsuit Advanced Disposal Investment SEC
The complaint accused WM of assuring the market that the Department of Justice’s antitrust review was on track while concealing that regulators were demanding divestitures far exceeding the $200 million revenue cap written into the merger agreement. On a February 2020 conference call, Fish told investors WM expected antitrust clearance “by the end of March” and closing “soon thereafter,” and Morris backed that timeline. As late as June 10, 2020, Rankin told a Stifel investment conference that the company’s previously stated timing was “the best that I have at this time.”4Court Listener. United Industrial Workers Pension Plan v. Waste Management, Opinion and Order
When WM acknowledged in March 2020 that closing was slipping to the second quarter, it blamed the pandemic. Plaintiffs called that “a half truth at best,” arguing the real cause was the DOJ’s divestiture demands, which would force the entire deal to be renegotiated.1Waste Dive. WM Lawsuit Advanced Disposal Deal Final Approval
Why the Timing Mattered to Noteholders
WM had raised $4 billion in senior notes in May 2019 to finance the acquisition. Four series of those notes, worth $3 billion in principal, carried a special mandatory redemption clause: if the Advanced Disposal deal did not close by July 14, 2020, WM had to buy the notes back at 101% of face value.5Recycling Today. WM Class Action Lawsuit Advanced Disposal Investment
The deal missed that deadline. WM triggered the redemption on July 20, 2020, buying back the full $3 billion at 101% of par plus accrued interest.6WM Investor Relations. Waste Management Announces Special Mandatory Redemption Investors who had paid above that redemption level said they lost money when the notes fell in price after WM disclosed on June 24, 2020, that closing would slide into the third quarter. The revised merger terms announced that same day dropped the price to $30.30 per share and removed the $200 million divestiture cap altogether.7WM Investor Relations. Waste Management and Advanced Disposal Announce Revised Terms
The Court’s Motion to Dismiss Ruling
On March 27, 2024, Judge Schofield dismissed the claims against Nagy but let the case proceed against WM, Fish, Morris, and Rankin. She found the complaint adequately alleged those defendants had “access to information contradicting their public statements” and acted with “actual knowledge” that their assurances were misleading.8U.S. District Court for the SDNY. United Industrial Workers Pension Plan v. Waste Management, Opinion and Order
The court rejected WM’s defense that its statements were protected forward-looking projections under the Private Securities Litigation Reform Act’s safe harbor, calling WM’s cautionary language “boilerplate.” Judge Schofield also held the alleged misstatements were material because a delayed closing would trigger the special mandatory redemption and directly affect the notes’ trading price.
Settlement Terms and Recovery
The $30 million fund covers investors who purchased the senior notes during the February 13 through June 23, 2020, class period. Verita Global, the claims administrator, set November 21, 2025, as the claim filing deadline and November 25, 2025, for opt-outs and objections.9Waste Management Settlement. Settlement Notice
The estimated average recovery works out to about $24 per damaged note before fees. Class counsel sought one-third of the fund plus roughly $947,000 in expenses.10ClassCash. Waste Management Securities Class Action Settlement Preliminary approval came in August 2025, and Judge Schofield gave the deal final approval in December.11Bloomberg Law. WM’s $30 Million Investor Class Settlement Gets First Court Nod Some ancillary matters were still being finalized in early January 2026.
The settlement covers only WM noteholders during the defined class period. Advanced Disposal shareholders, who voted on August 25, 2020, to approve the revised acquisition terms at $30.30 per share, were not part of this case.12PR Newswire. Advanced Disposal Services Stockholders Approve Revised Terms