PLAINTIFF’S ORIGINAL COMPLAINT Page 1 

UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION

GUY CARPENTER & COMPANY, LLC, 

Plaintiff, 

v. 

HOWDEN REINSURANCE BROKERS 

LIMITED, HOWDEN REINSURANCE 

BROKERS (US) LLC, 

Defendants. 

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 CIVIL ACTION NO. _______________ 

PLAINTIFF’S ORIGINAL COMPLAINT

Plaintiff Guy Carpenter & Company, LLC (“Guy Carpenter”), by and through its 

undersigned counsel, files this Original Complaint against Defendants Howden Reinsurance 

Brokers Limited (“Howden”) and Howden Reinsurance Brokers (US) LLC (“Howden US”), and 

alleges as follows: 

I. INTRODUCTION 

1. This action arises out of Howden’s orchestration of what one leading trade 

publication described as an “audacious raid” of GC Access, a successful business unit of leading 

international reinsurance broker Guy Carpenter. Having had no previous presence in the market 

served by GC Access, rather than invest its own time and resources to develop one, Howden simply 

ripped out the majority of the GC Access team to compete directly with Guy Carpenter. Howden 

orchestrated the simultaneous defection of twelve GC Access employees, including its top 

leadership, and over twenty program accounts with GC Access clients worth millions of dollars in 

annual revenue, to instantly create a mirror image business to the one Guy Carpenter had invested 

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to build over the past five years. The scheme culminated in Howden executives Elliot Richardson 

and Charlotte Hubble hosting a group meeting of departing Guy Carpenter employees, in a private 

room of an upscale Dallas restaurant, where Howden oversaw the simultaneous resignations of the 

defecting employees. As explained herein, this coordinated raid was more than just audacious—

it was tortious. Howden, through Richardson and Hubble, directly and knowingly participated in 

and induced the defecting Guy Carpenter employees to persuade their colleagues to work for 

Howden while still employed by Guy Carpenter, to persuade clients to move their business to 

Howden, and to pilfer Guy Carpenter’s confidential information, all in violation of their ongoing 

fiduciary duties and contractual obligations to Guy Carpenter—including duties under Texas, New 

York, and federal law. 

2. In 2021, Howden had no U.S. presence in the specialized Managing General Agent 

(“MGA”) reinsurance broker business in which GC Access is an established industry leader. Guy 

Carpenter built GC Access’s leadership position in the MGA market through many years, and 

millions of dollars, of focused investment. But rather than similarly investing to build, organically, 

a practice of its own, Howden opted instead to brazenly appropriate the business Guy Carpenter 

had built from the ground up. To that end, Howden set its sights on luring away the leadership of 

GC Access, including its then President and Managing Director Michael Jameson, and key leaders, 

Matthew Beard, Kenneth Durbin, Zachary Wilson, and Kyle Goeke (collectively, the “Departing 

Senior Employees”). But luring away the Departing Senior Employees was not enough. In order 

to operate, Howden needed an entire team replicating from top to bottom the business Guy 

Carpenter had built with GC Access. To achieve that, Howden encouraged and coordinated with 

the Departing Senior Employees to identify and recruit as many top-performing employees as 

possible, and to provide Howden with confidential personnel and compensation information about 

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those employees, all while knowing such activity was in violation of the Departing Senior 

Employees’ duties to Guy Carpenter. 

3. The raid of Guy Carpenter’s personnel was revealed on April 25, 2022. Howden’s 

Chair, Richardson, and Head of HR Strategy and Transformation for Howden Group Holdings, 

Hubble, had flown in from England to Dallas to oversee personally the culmination of the raid. 

The morning of April 25, Richardson and Hubble organized a gathering in a private room at the 

Mansion on Turtle Creek, a high-end hotel and restaurant in Dallas. At this meeting, the Departing 

Senior Employees worked together with Howden’s Richardson and Hubble to make their final 

push to encourage the group to resign from Guy Carpenter and join Howden. Once they were in 

agreement to do so, Hubble, Richardson, and the Departing Senior Employees advised the other 

departing employees on the content of and process for submitting resignation emails to Guy 

Carpenter. Following this, each of the twelve Guy Carpenter employees that moved to Howden 

tendered near-simultaneous resignations to Guy Carpenter.1

 Later that evening, this same group—

including Richardson and Hubble—met to celebrate the raid of the GC Access unit at Au 

Troisième, a Dallas restaurant that had not yet opened to the public, and in which Jameson was an 

investor. This carefully calculated raid, cherry-picking more than half of the GC Access team and 

utilizing confidential details about their employment with Guy Carpenter to entice them to leave, 

constituted a clear violation of the contractual and fiduciary duties that the Departing Senior 

Employees owed to Guy Carpenter. And Howden, acting through Richardson, Hubble, and others, 

assisted, encouraged, and knowingly participated in these violations every step of the way. 

 

1

 One departing employee, Oliver Ferrari, was based out of London and resigned slightly before 

the other Guy Carpenter employees. Ferrari did not attend these gatherings in Dallas with 

Howden and the eleven U.S.-based departing employees. 

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4. As part of this orchestrated raid, the following Guy Carpenter employees 

(collectively “the Departing Employees”) defected from Guy Carpenter to Howden: 

 Michael Jameson – President, Managing Director (Dallas) 

 Matthew Beard – Managing Director (Dallas) 

 Kenneth Durbin – Senior Vice President (Dallas) 

 Zachary Wilson – Senior Vice President (Atlanta) 

 Kyle Goeke – Senior Vice President (Dallas) 

 James Matusiak – Senior Vice President (Dallas) 

 Oliver Ferrari – Senior Vice President (London) 

 Andrew Hardee – Vice President (Dallas) 

 Benjamin Williams – Vice President (Dallas) 

 Barrett Skeeter – Assistant Vice President (Dallas) 

 Bennett Brock - Risk Analyst in the Brokering Department (Dallas) 

 Mayda Arista – Technical Support Assistant (Dallas) 

5. Howden and the Departing Senior Employees’ solicitation of Guy Carpenter 

employees did not end with this coordinated group resignation, or even after those employees were 

formally terminated by Guy Carpenter about one month later.2

 Howden and the Departing Senior 

Employees continued their efforts to solicit current Guy Carpenter employees who did not resign 

on April 25 well after the raid through communications with these employees. For example, on 

June 9, 2022, after a night of apparent partying, Jameson and a group of the other Departing Senior 

Employees called a current Guy Carpenter employee to tell him that he should come to Howden 

and to ask why he was still at Guy Carpenter. By inducing Jameson and the other Departing Senior 

Employees to continue to solicit Guy Carpenter employees, Howden is blatantly encouraging these 

individuals to violate legal duties owed to Guy Carpenter. 

6. Nor was Howden’s raid limited to just Guy Carpenter’s employees. It also targeted 

established GC Access clients that the Departing Senior Employees solicited both while they were 

 

2

 Nearly all Departing Employees had contractual notice periods of 60 days, requiring them to 

remain Guy Carpenter employees following their simultaneous resignations until the earlier of 

the end of the 60-day period or a prior date of Guy Carpenter’s choosing. 

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still employed by Guy Carpenter and afterward. In fact, the day the raid occurred—April 25, 

2022—a current Guy Carpenter client attending the Auto Insurance Report National Conference 

in Dana Point, California bragged that she had “known about this [i.e., the raid] for weeks” because 

Durbin had been talking to her about the imminent move and asking her to move her business to 

Howden. And the day after the coordinated raid—April 26, 2022—one of Guy Carpenter’s 

longstanding clients, whose main contact at Guy Carpenter was Jameson, announced that it was 

moving all of its business to Howden. Since then, other Guy Carpenter clients have followed suit, 

announcing plans to move their business to Howden, resulting in millions of dollars in lost revenue 

for Guy Carpenter. This appears to be the fruition of Howden’s plan all along—instantly to create 

a new Dallas-based MGA practice, to be housed in the newly-formed Texas business entity 

Howden US, using the talent, client base, and confidential information stolen from Guy Carpenter. 

7. Stealing Guy Carpenter’s employees and clients in such a coordinated manner 

would be impossible without use—or more aptly, misuse—of Guy Carpenter’s confidential 

information and trade secrets, including but not limited to, personnel information and sensitive 

client data, which is and was protected from disclosure pursuant to the Departing Senior 

Employees’ contracts with Guy Carpenter. The Departing Senior Employees misappropriated this 

confidential information at the direction and for the benefit of Howden and Howden US. Among 

other examples, Jameson stole confidential trade secret information for Howden and Howden US 

through uploading files to a third-party cloud server; days before resigning Beard misappropriated 

confidential Guy Carpenter presentations; and Durbin—just a few days before resigning from Guy 

Carpenter—reviewed and misappropriated highly confidential information about prospective Guy 

Carpenter business opportunities and expected revenue tied to those opportunities. 

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8. The illicit scheme between Howden, Howden US, and the Departing Senior 

Employees could not be more transparent. As Ferrari told Goeke after meeting with Howden to 

plan the raid (a communication that Ferrari attempted to delete, but which Guy Carpenter restored), 

the plan was to “make it work” if “all together” Howden and the Departing Senior Employees 

conspired to execute the move. And Howden and Howden US were willing to do “whatever it 

takes to make it work,” including participating in and encouraging breaches of legal duties and 

misappropriating highly confidential, trade secret Guy Carpenter information. 

II. PARTIES 

9. Guy Carpenter is a Delaware limited liability company whose sole member is 

Marsh USA Inc., a Delaware Corporation, with its principal place of business in New York, New 

York. Guy Carpenter maintains an office in Dallas, Texas. Ten of the Departing Employees 

worked in Guy Carpenter’s Dallas, Texas office. One Departing Employee—Zachary Wilson—

worked in Guy Carpenter’s Atlanta, Georgia office (together, the “U.S. Departing Employees”). 

The final Departing Employee—Oliver Ferrari—worked in Guy Carpenter’s London, United 

Kingdom office. 

10. Defendant Howden Reinsurance Brokers Limited is a business entity organized and 

existing under the laws of England and Wales, with its principal place of business located in 

London, England. 

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11. Defendant Howden Reinsurance Brokers (US) LLC is a limited liability company 

organized and existing under the laws of the State of Texas, with its principal place of business 

located in Dallas, Texas. 

III. JURISDICTION AND VENUE 

12. This Court has subject matter jurisdiction over this action under 28 U.S.C. § 1331 

because this action arises in part under federal law—the Defend Trade Secrets Act, 18 U.S.C. 

§ 1836, et seq. 

13. This Court has supplemental jurisdiction over Guy Carpenter’s state law claims 

pursuant to 28 U.S.C. § 1367. 

14. This Court also has subject matter jurisdiction over this action under 28 U.S.C. 

§ 1332 because there is diversity of citizenship between the parties and the amount in controversy 

exceeds the sum of $75,000, exclusive of costs and interest. 

15. This Court has personal jurisdiction over Defendant Howden US because it is 

organized and exists under the laws of the State of Texas and has its principal place of business in 

the State of Texas. 

16. This Court has personal jurisdiction over Defendants Howden and Howden US 

because they have purposefully availed themselves of the privilege of conducting activities in the 

State of Texas and invoked the benefits and protections of its laws; Defendants Howden and 

Howden US have established minimum contacts sufficient to confer jurisdiction over them; the 

claims relate in part to Defendants Howden and Howden US’s activities and conduct related to and 

taking part in the State of Texas, and the assumption of jurisdiction over Defendants Howden and 

Howden US will not offend traditional notions of fair play and substantial justice and is consistent 

with the Constitutional requirements of due process. 

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17. Specifically, and as alleged in further detail herein, Defendant Howden, acting by 

and through its employees and agents including but not limited to Richardson and Hubble: 

a. Initiated and engaged in telephone, text message, and email communications with 

the Departing Employees who live and work in the State of Texas, which includes 

all Departing Employees except Zachary Wilson who resides and works in Georgia, 

and Oliver Ferrari, who resides and works in London, United Kingdom, for the 

purpose of soliciting and offering them employment in the State of Texas with 

Howden US; 

b. Knowingly participated in the Texas-based Departing Employees’ breaches of 

fiduciary duties, breaches that occurred primarily in the State of Texas; 

c. Tortiously interfered with the Texas-based Departing Employees’ performances of 

their contracts in Texas with Guy Carpenter resulting in the Texas-based Departing 

Employees’ breaches of those contracts, with those breaches occurring primarily in 

the State of Texas; 

d. Conspired with the Departing Employees, with significant acts related to the 

hatching and carrying out of the conspiracy taking place in Texas; 

e. Established Howden US, a Texas limited liability company with a principal place 

of business in Dallas, Texas, for the specific purpose of employing the Departing 

Employees, including the Texas-based Departing Employees who all continue to 

work and reside in Texas; and 

f. Physically traveled to Dallas, Texas to finalize, oversee, and be present for the 

Departing Employees resignations from Guy Carpenter. 

18. Venue is proper in this District and Division pursuant to 28 U.S.C. § 1391(b)(1), 

because Defendant Howden US maintains its principal place of business in Dallas, Texas, and 

pursuant to 28 U.S.C. § 1391(b)(2), because a substantial part of the acts or omissions giving rise 

to the claims occurred in Dallas, Texas. 

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IV. STATEMENT OF FACTS 

A. Guy Carpenter Invests in and Builds the GC Access Business Unit into a Leader in 

the Managing General Agent Market 

19. Guy Carpenter is a leading international reinsurance broker that provides an array 

of services for its clients including reinsurance broking, capital solutions, strategic advisory 

services, and analytics. 

20. The Departing Employees worked in a business unit at Guy Carpenter known as 

“GC Access,” which is Guy Carpenter’s dedicated Managing General Agent, or MGA, platform. 

Over the past five years, Guy Carpenter has invested significant time, millions of dollars, and 

substantial resources to build the GC Access business unit into a leader within its niche market 

and to develop and train the employees within the unit. 

21. After years of strategic positioning and significant investment in the MGA market, 

Guy Carpenter launched GC Access in 2020 to provide fully integrated services to MGAs, 

including carrier and reinsurance transactions, captive support, insurtech expertise, and program 

startup roadmaps. GC Access helps clients develop fully optimized program solutions, combining 

focused expertise, market-leading analytical capabilities, global reach, and an expansive network 

of insurer and reinsurer relationships to precisely and efficiently match MGAs and carriers. 

Significantly, prior to April of this year, Howden had no similar presence in the US MGA market. 

22. Prior to the raid, approximately 20 Guy Carpenter employees, including the 

Departing Senior Employees, were primarily dedicated to the GC Access platform. As part of this 

specialized group, those employees benefitted from extensive training, client development 

resources, and cross-selling provided to them by Guy Carpenter. All twelve of the Departing 

Employees provided services to the GC Access unit, meaning Howden’s coordinated raid stole the 

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majority of the employees in the group (and Howden and the Departing Senior Employees together 

tried unsuccessfully to recruit several of the remaining members of the GC Access group). 

23. Employees in GC Access utilize Guy Carpenter’s global reach and confidential 

company and industry knowledge to build their niche practice. Accordingly, the employees within 

this business unit have access to significant commercially sensitive and confidential information. 

This includes information about clients, prospective clients, growth opportunities, pricing, and 

terms and conditions of contracts with clients. These employees also have intimate knowledge of 

confidential and proprietary information about GC Access’s workforce, including employees’ 

relative strengths and potential, various areas of expertise, and relationships with current or 

potential clients. 

24. This commercially sensitive and confidential information is vital to the success of 

GC Access, as information about prospective clients, competitive pricing, and growth 

opportunities are of paramount importance in this highly competitive industry. Such detailed, 

proprietary market research and analytics provide Guy Carpenter with significant competitive 

advantages. Guy Carpenter went to great lengths at enormous expense to collect and refine this 

market data and other information to benefit its business relative to competitors, giving it a strong 

competitive advantage. 

25. GC Access employees also have access to a number of confidential and trade secret 

proprietary tools, used for business analytics and actuarial services. For example, certain of the 

Departing Employees utilized a Guy Carpenter-developed program called MetaRisk, which is part 

of an end-to-end suite of risk assessment and capital modeling tools, offering analytics related to 

underwriting, reserving, catastrophe, credit, and investment risk. MetaRisk and other proprietary 

Guy Carpenter analytics and actuarial tools allow GC Access the proprietary ability to synthesize 

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and analyze confidential information from various sources including client business plans, 

financial records, performance metrics, balance sheets, and other sensitive client business records. 

26. Guy Carpenter has made significant efforts to ensure that employees and former 

employees do not use or disseminate confidential information or trade secrets for the benefit of 

competitors. Among other measures, Guy Carpenter requires all employees to sign various 

agreements and policies to protect such information. 

B. The Departing Senior Employees Owed Contractual and Fiduciary Obligations to 

Guy Carpenter Relating to Its Employees, Clients, and Other Confidential 

Information 

27. To protect its essential investments in its employee and client relationships and to 

safeguard the confidentiality of its other trade secrets and proprietary information, Guy Carpenter 

entered into a series of industry-standard Notification, Non-Solicitation and Confidentiality 

Agreements with each of the Departing Senior Employees (the “Agreements”). The Agreements 

are governed by New York law, and are attached hereto as Exhibits A–E.3

 

Non-Solicitation of Clients and Employees 

28. Under the Agreements, the Departing Senior Employees have clear and 

straightforward obligations to protect Guy Carpenter’s legitimate business interests, including the 

confidentiality of Guy Carpenter’s proprietary information and/or trade secrets, knowledge of Guy 

Carpenter’s business practices, and goodwill with clients.4

 

3

 As Exhibits A–E make clear, there are multiple versions of the Departing Senior Employees’ 

Notification, Non-Solicitation and Confidentiality Agreements, which contain substantially the 

same restrictions. 

4

 The other Departing Employees also have identical or substantially similar contractual duties 

to Guy Carpenter. Although Guy Carpenter focuses here on Defendants’ interference with the 

Departing Senior Employees’ contractual obligations, it reserves all rights with respect to the 

contractual obligations of the remaining Departing Employees. 

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29. In the Agreements, the Departing Senior Employees each agreed to be bound by a 

non-solicitation covenant prohibiting the solicitation of Guy Carpenter clients and employees for 

a period of one year following their termination of employment. 

30. In particular, Departing Senior Employees Jameson, Beard, Durbin, and Wilson 

each agreed to be bound by the following non-solicitation covenant prohibiting direct or indirect 

solicitation of Guy Carpenter clients and employees: 

Non-Solicitation of Company Business and Employees 

(a) Employee agrees that if his/her employment with the Company terminates for any 

reason (regardless of whether such termination is voluntary or involuntary), s/he will not, 

for a period of one (1) year from date of termination, directly or indirectly, as a sole 

proprietor, member of a partnership, or stockholder, investor, officer or director of a 

corporation, or as an employee, agent, associate or consultant of any person, firm or 

corporation except for the benefit of the Company: 

(i) solicit or accept business of the type offered by the Company during his/her 

term of employment with the Company, or perform, participate in, or supervise the 

performance of any services related to such type of business, from or for (i) clients 

or prospects of the Company or its affiliates who were solicited or serviced directly 

by Employee or where s/he supervised or participated in, directly or indirectly, in 

whole or in part, the solicitation of servicing activities related to such clients or 

prospects within two (2) years prior to his/her termination of employment; or (ii) 

any former client of the Company or its affiliates who was a client within two (2) 

years prior to my termination and who was solicited or serviced directly by 

Employee or where Employee supervised or participated in, directly or indirectly, 

in whole or in part, the solicitation or servicing activities related to such former 

clients; or 

(ii) solicit, induce, or encourage, or assist others in soliciting, inducing, or 

encouraging, any employee of the Company or its affiliates to terminate his or her 

employment with the Company or such affiliate, as applicable, for any reason. 

(b) As used in Section 2(a)(i), “prospects” shall mean any prospective client or customer 

who Employee solicited, participated in the solicitation of, or supervised the solicitation of 

at any time during the twelve (12) months preceding the termination of his/her 

employment. 

Exs. A–D (Jameson, Beard, Durbin, Wilson) § 2. 

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31. Departing Senior Employee Goeke agreed to be bound by a substantially similar 

non-solicitation covenant prohibiting the direct or indirect solicitation of Guy Carpenter clients 

and employees: 

Non-Solicitation of Company Business and Employees 

(a) Employee agrees that if his or her employment with the Company terminates for any 

reason (regardless of whether such termination is voluntary or involuntary), he or she will 

not, for a period of one (1) year from date of termination, directly or through others, as a 

sole proprietor, member of a partnership, or stockholder, investor, officer or director of a 

corporation, or as an employee, agent, associate or consultant of any person, firm or 

corporation except for the benefit of the Company: 

(i) solicit or accept business of the type offered by the Company during his or her 

employment with the Company, or perform, participate in, or supervise the 

performance of any services related to such type of business, from or for (a) clients 

or prospects of the Company or its affiliates who were solicited or serviced directly 

by Employee or where he or she supervised or participated in, directly or through 

others, in whole or in part, the solicitation of servicing activities related to such 

clients or prospects; or (b) any former client of the Company who was solicited or 

serviced directly by Employee or where Employee supervised or participated in, 

directly or through others, in whole or in part, the solicitation or servicing activities 

related to such former clients; or 

(ii) solicit, induce, or encourage, or assist others in soliciting, inducing, or 

encouraging, any employee of the Company with whom Employee, during the last 

two (2) years prior to separation from employment with the Company, came into 

contact for the purpose of soliciting or serving business or about whom Employee 

obtained Confidential Information and Trade Secrets to terminate his or her 

employment with the Company for any reason. 

(b) The restriction in Section 2(a)(i)(a) shall only apply to those clients or prospects of the 

Company with whom Employee had contact or about whom Employee obtained 

Confidential Information and Trade Secrets during the two (2) years prior to separation 

from employment with the Company. 

(c) The restriction in Section 2(a)(i)(b) shall apply only to those former clients of the 

Company with whom Employee had contact or about whom Employee obtained 

Confidential Information and Trade Secrets during the two (2) years prior to separation 

from employment with the Company. 

Ex. E (Goeke) § 2. 

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Non-disclosure of Confidential Information and Trade Secrets 

32. The Departing Senior Employees also agreed to be bound by substantially similar 

provisions prohibiting the use or disclosure of confidential information5 either before or after the 

end of the their employment with Guy Carpenter: 

Nondisclosure of Confidential Information 

During the period Employee is employed by the Company, Employee agrees that, unless 

authorized in writing to do so by the chief executive officer of the Company, s/he will not, 

directly or indirectly, for any purpose whatsoever use, or disclose to any person, 

Confidential Information, except to the extent required to carry out his/her duties as an 

employee of the Company. After termination of his/her employment by the Company, 

Employee will not, directly or indirectly, for any purpose whatsoever use, or disclose to 

any person, Confidential Information. 

Exs. A–D, (Jameson, Beard, Durbin, Wilson) § 3; see also Exs. E (Goeke) § 3 (similar). 

Return of Property 

33. The Departing Senior Employees all agreed to be bound by substantially similar 

provisions requiring the return of Guy Carpenter property upon the termination of their 

employment: 

Return of Materials Upon Termination of Employment. 

Immediately upon the termination of employment with the Company for any reason, or 

any time the Company so requests, Employee will return to the Company: 

(a) any originals and all copies of all files, notes, documents, slides (including 

transparencies), computer disks, printouts, reports, lists of the Company’s clients or leads 

or referrals to prospective clients, and other media or property in my possession or control 

which contain or pertain to Confidential Information; and 

 

5

 The Agreements executed by Jameson, Beard, Durbin, and Wilson define “Confidential 

Information” to include “any and all information in whatever form relating to the Company or 

any client or prospective client of the Company.” Exs. A–D § 3. The Agreement executed by 

Goeke similarly defines “Confidential Information” as “items of information relating to the 

Company, its products, services, clients, suppliers, vendors, business partners, and employees 

that are not generally known or available to the general public, but have been developed, 

compiled or acquired by the Company at its or their great effort and expense.” Ex. E § 3. 

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(b) all property of the Company, including, but not limited to, supplies, keys, access 

devices, books, identification cards, computers, telephones and other equipment. 

Employee agrees that upon his/her completion of the obligations set forth in this Section 

4, paragraphs (a) & (b) above and if requested by the Company, Employee will execute a 

statement declaring that s/he has retained no property of the Company or materials 

containing Confidential Information nor has supplied the same to any person, except as 

required to carry out his/her duties as an employee of the Company. 

Exs. A–D (Jameson, Beard, Durbin, Wilson) § 4; see also Ex. E (Goeke) § 4 (similar). 

The Agreements Are Enforceable and Necessary to Protect Guy Carpenter’s Business 

34. The Departing Senior Employees agreed that the restrictions set forth in the 

Agreements are “vital to protect [Guy Carpenter’s] business interests,” “reasonably drawn to this 

end,” and “supported by adequate consideration.” 

Employee acknowledges and agrees that the restrictions set forth in this Agreement are 

vital to protect the Company’s legitimate business interests (including the protection of its 

Confidential Information and customer goodwill); are reasonably drawn to this end with 

respect to duration, scope, and otherwise; are not unduly burdensome; are not injurious to 

the public interest; and are supported by adequate consideration.... 

Exs. A–D (Jameson, Beard, Durbin, Wilson) § 7(c); see also Ex. E (Goeke) § 7(c) (similar). 

35. The Agreements also make clear that if the Departing Senior Employees violate 

any provision of the Agreements, it would result in “irreparable injury” to Guy Carpenter: 

In recognition of the fact that irreparable injury will result to the Company in the event of 

a breach of my obligations under this Agreement, that monetary damages for such breach 

would not be readily calculable, and that the Company would not have an adequate remedy 

at law therefore, Employee acknowledges and consents and agrees that in the event of such 

breach, or the threat thereof, the Company shall be entitled, in addition to any other legal 

remedies and damages available, to specific performance of such obligations and to 

temporary and permanent injunctive relief to restrain the violation or threatened violation 

of such obligations by Employee and persons acting for or in connection with Employee. 

The Company and Employee agree that in the event the Company seeks injunctive relief 

based on a breach of this Agreement, bond in the amount of $1,000 shall be adequate 

security for such injunctive relief. The prevailing party shall be entitled to reasonable 

attorneys’ fees and costs (including reasonable expert witness fees), in addition to any other 

relief granted, incurred in any legal action arising under this Agreement. 

Exs. A–D (Jameson, Beard, Durbin, Wilson) § 7(c); see also Ex. E (Goeke) § 7(c) (similar). 

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36. Although the Departing Employees were at-will employees, most of their 

Agreements, including those of all the Departing Senior Employees, provide that they could only 

terminate their employment upon providing Guy Carpenter 60 days’ notice (the “notice period”). 

See Exs. A–E (Jameson, Beard, Durbin, Wilson, Goeke) § 1(a). The Agreements make clear that 

during the notice period, they “remain obligated to perform any or all of [their] regular job duties” 

and “remain an employee of the Company with all attendant fiduciary duties, including, without 

limitation, his/her duties of loyalty and confidentiality to the Company.” Exs. A–E (Jameson, 

Beard, Durbin, Wilson, Goeke) § 1(b). 

Jameson, Beard, Durbin, and Wilson’s Restricted Covenant Agreements 

37. In addition to the Agreements described above, four of the five Senior Departing 

Employees—specifically, Jameson, Beard, Durbin, and Wilson—also entered into multiple 

Restricted Covenant Agreements during the course of their employment, generally tied to the grant 

of restricted stock units. In order to receive the restricted stock units, these employees agreed to 

be bound by the “Restrictive Covenant Agreement (RCA) . . . provided . . . as part of [the] award 

documents.” See Exs. F–I (2021 Restricted Stock Unit Agreement for Jameson, Beard, Durbin, 

Wilson). These agreements contain identical restrictions related to the direct or indirect 

solicitation of clients and Guy Carpenter employees, and make clear that the obligation not to 

solicit Guy Carpenter employees applies both during and after their employment with Guy 

Carpenter: 

Restrictive Covenants: Clients 

(a) The Employee acknowledges and agrees that solely by reason of employment by the 

Company, the Employee has and will come into contact with and develop and maintain 

relationships with a significant number of the Company’s clients and prospective clients 

and have access to Confidential Information (as defined below) and trade secrets relating 

thereto, including those regarding the Company’s clients, prospective clients and related 

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information, and will have access to and the benefit of goodwill developed by the Company 

with its clients. 

(b) Consequently, the Employee covenants and agrees that in the event of separation from 

employment with the Company, whether such separation is voluntary or involuntary, the 

Employee will not, for a period of twelve (12) months following such separation, directly 

or through others: (i) solicit clients of the Company for the purpose of selling or providing 

products or services of the type sold or provided by the Employee while employed by the 

Company; or (ii) induce clients or prospective clients of the Company to terminate, cancel, 

not renew, or not place business with the Company; or (iii) perform or supervise the 

performance of services or provision of products of the type sold or provided by the 

Employee while he or she was employed by the Company on behalf of any clients or 

prospective clients of the Company; or (iv) assist others to do the acts specified in 

Paragraphs 2(b) (i)-(iii). This restriction shall apply only to those clients or prospective 

clients of the Company with which the Employee had contact or about which the Employee 

obtained Confidential Information or trade secrets during the last two (2) years of his or 

her employment with the Company or its predecessors. For the purposes of Section 2, the 

term “contact” means interaction between the Employee and the client which takes place 

to further the business relationship, or making (or assisting or supervising the making of) 

sales to or performing or providing (or assisting or supervising the performance or 

provision of) services or products for the client on behalf of the Company. For purposes of 

Section 2, the term “contact” with respect to a “prospective” client means interaction 

between the Employee and a potential client of the Company which takes place to obtain 

the business of the potential client on behalf of the Company. It shall not be a defense to a 

claim that this provision has been breached that Employee’s new employer or entity for 

which Employee is performing services has previously solicited or served the client. 

Employee shall not engage in any subterfuge to circumvent this prohibition, including, but 

not limited to accompanying others on calls to the client, contacting the client with other 

persons, supervising other persons in soliciting or serving the client, providing Confidential 

Information to others to assist them in soliciting or serving the client, participating in 

developing presentations to be made to the client, or other similar activities. 

Restrictive Covenants: Employees 

The Employee acknowledges and agrees that solely as a result of employment with the 

Company, and in light of the broad responsibilities of such employment which include 

working with other employees of the Company, the Employee has and will come into 

contact with and acquire Confidential Information and trade secrets regarding the 

Company’s other employees. Accordingly, both during employment with the Company 

and for a period of twelve (12) months thereafter, the Employee shall not, either on the 

Employee’s own account or on behalf of any person, company, corporation, or other entity, 

directly or through others, solicit, or endeavor to cause any employee of the Company with 

whom the Employee, during the last two (2) years of his or her employment with the 

Company, came into contact for the purpose of soliciting or servicing business or about 

whom the Employee obtained Confidential Information to leave employment with the 

Company. 

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Ex. J. §§ 2–3. 

38. These Restrictive Covenant Agreements also prohibit the use or disclosure of 

confidential and trade secret information: 

Restrictive Covenants: Confidentiality And Non-Disparagement 

(a) The Employee agrees that he or she will not, during his or her employment with the 

Company, or at any time after such employment terminates, use for his or her own or 

another’s purposes, or disclose to any other person or entity (other than in the proper course 

of employment with the Company) any Confidential Information. 

Ex. J § 4(a). 

39. In addition, the Restrictive Covenant Agreements require Jameson, Beard, Durbin, 

and Wilson to return Guy Carpenter property upon the termination of their employment: 

Immediately upon the termination of employment with the Company for any reason, or 

any time the Company so requests, Employee will return to the Company: (i) any originals 

and all copies of all files, notes, documents, slides (including transparencies), computer 

disks, printouts, reports, lists of the Company’s clients or leads or referrals to prospective 

clients, and other media or property in the Employee’s possession or control which contain 

or pertain to Confidential Information or trade secrets; and (ii) all property of the Company, 

including, but not limited to, supplies, keys, access devices, books, identification cards, 

computers, telephones and other equipment. The Employee agrees that upon completion 

of the obligations set forth in this subparagraph, and if requested by the Company, 

Employee will execute a statement declaring that he or she has retained no property of the 

Company or materials containing Confidential Information nor has he or she supplied the 

same to any person, except as required to carry out his/her duties as an employee of the 

Company. A receipt signed by an Officer of the Employer itemizing the returned property 

is necessary to demonstrate that Employee has returned all such property to the Company. 

Ex. J § 4(b). 

40. Jameson, Beard, Durbin, and Wilson were highly compensated through the 

restricted stock units they were awarded in exchange for their agreement to the terms of their 

respective Restrictive Covenant Agreements. 

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41. Jameson, Beard, Durbin, and Wilson likewise agreed in the Restrictive Covenant 

Agreements that the restrictions in those agreements are “necessary to protect the legitimate 

business interests of the Company and are reasonable”: 

Employee’s Acknowledgement 

Employee hereby expressly acknowledges and agrees that (a) the restrictions and 

obligations set forth in and imposed by Sections 2, 3, 4, and 5 will not prevent Employee 

from obtaining gainful employment in Employee’s field of expertise or cause Employee 

undue hardship; and (b) the restrictions and obligations imposed on Employee under 

Sections 2, 3, 4 and 5 are necessary to protect the legitimate business interests of the 

Company and are reasonable in view of the benefits and consideration Employee has 

received or will receive from the Company from each Consideration Event. 

Ex. J § 6. 

42. The Restrictive Covenant Agreements also make clear that if Jameson, Beard, 

Durbin, or Wilson violate any provision of their Restrictive Covenant Agreement, it would result 

in “irreparable injury” to Guy Carpenter: 

Equitable Relief 

In recognition of the fact that irreparable injury will result to the Company in the event of 

a breach by the Employee of his or her obligations under Section 2, 3, 4 or 5 of this 

Agreement, that monetary damages for such breach would not be readily calculable, and 

that the Company would not have an adequate remedy at law therefor, the Employee 

acknowledges, consents, and agrees that in the event of such breach, or the threat thereof, 

the Company shall be entitled, in addition to any other legal remedies and damages 

available, to (a) specific performance thereof and to temporary and permanent injunctive 

relief (without the necessity of posting a bond) to restrain the violation or threatened 

violation of such obligations by the Employee and persons acting for or in connection with 

the Employee and (b) recovery of all reasonable sums and costs, including attorneys’ fees, 

expert witness fees, expenses and costs incurred by the Company in seeking to enforce the 

provisions of this Agreement. 

Ex. J § 7. 

C. Howden’s Scheme to Raid GC Access and Steal Guy Carpenter’s Confidential 

Information and Clients 

43. Howden competes with Guy Carpenter in the highly competitive reinsurance broker 

business. Howden is based in the United Kingdom and has not historically had a presence in the 

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PLAINTIFF’S ORIGINAL COMPLAINT Page 20 

United States—including no presence at all in the U.S. MGA market. Rather than invest time and 

resources to establish such a presence of its own (as Guy Carpenter did) and compete fairly in the 

marketplace, Howden, through its principals and agents Richardson, Hubble,6 and others, hatched 

an unlawful scheme simply to steal GC Access’s employees, clients, and confidential trade secret 

information. 

44. But Howden could not execute their plan to raid GC Access without help from the 

inside. As detailed below, Howden needed assistance from within GC Access to execute its raid 

of GC Access’s employees and clients, actions that Howden knew (or should have known) would 

cause those insiders to violate their ongoing contractual and fiduciary duties to Guy Carpenter. 

Indeed, Howden knew that the coordinated raid would cause the Departing Senior Employees to 

violate their legal duties to Guy Carpenter specifically because of past enforcement efforts related 

to similar raids—including lawsuits and settlements related to similar raids of Guy Carpenter.7

 

45. Beginning in September 2021, Howden’s Richardson started to plan the raid by 

enlisting GC Access’s then-President Michael Jameson. While attending the annual Property 

 

6 Hubble is employed by Howden Group Holdings, but works as an agent for Howden and 

Howden US providing human resources services for those entities. 

7

 This team raid strategy comes straight out of Howden’s typical playbook. Guy Carpenter just 

resolved a similar lawsuit with Howden earlier this year involving Howden’s raid of a 30-

person Guy Carpenter team. See Adam McNestrie, Howden and Guy Carpenter settle Maltese 

poaching dispute, The Insurer, February 25, 2022, Ex. K. And earlier this year, Guy 

Carpenter’s competitor Aon sued Howden in the United Kingdom for raiding its construction 

insurance team. Aon sues Howden over UK construction team swoop, The Insurer, February 

1, 2022, Ex. L. Moreover, in September 2021, Howden raided Guy Carpenter’s competitor, 

Willis Towers Watson’s Facultative Reinsurance business taking at least 10 key executives. 

Howden’s WTW London fac raid reaches double figures, The Insurer, November 18, 2021, 

Ex. M. Similarly, in 2019, Jardine Lloyd Thompson Group (JLT), sued Howden for 

coordinating the resignation of 47 JLT employees in an effort to gain access to its clients and 

force the selling off of certain JLT Specialty divisions. The parties reached a confidential 

settlement over Howden’s employee poaching. Hyperion and JLT announce settlement over 

employee poaching, Insurance Business Magazine, January 23, 2020, Ex. N. 

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Casualty Insurers Conference in Fall 2021, Guy Carpenter’s CEO of North America, John Trace, 

learned of rumors that Jameson and other employees were engaged in discussions with Howden. 

When Trace confronted Jameson, he admitted that he had been approached by Howden, but denied 

any interest in leaving Guy Carpenter to go to Howden. But, unbeknownst to Guy Carpenter, 

Jameson was indeed in active negotiations with Howden and would make frequent trips to London 

in the following months to solidify the deal. 

46. Howden’s modus operandi in these situations is to use senior executives to strip out 

established teams, clients, and confidential information, concealing the moves until it is too late to 

stop the unlawful recruitment. That is exactly what happened here. Howden reached an agreement 

with the Departing Senior Employees under which they would join Howden US as part of a 

package deal, bringing along as many top-performing GC Access employees as Howden and the 

Departing Senior Employees could lure away. As one of the Departing Senior Employees told 

another after meeting with Howden, Howden would do “whatever it takes” to “make it work” if 

“all together” the Departing Senior Employees defected to Howden. 

47. The Departing Senior Employees and Howden utilized confidential personnel data 

of GC Access employees—including information about compensation, performance evaluations, 

and client contacts—to target recruits and design offers to entice them to leave Guy Carpenter. 

48. Howden’s carefully orchestrated plan also included identifying Guy Carpenter 

clients, particularly ones with which the Departing Senior Employees had strong relationships, to 

move their business from Guy Carpenter to Howden. Identifying and making proposals to these 

clients necessarily involved the use of Guy Carpenter’s confidential information, including 

information about the clients’ current contracts with Guy Carpenter, Guy Carpenter’s pricing, Guy 

Carpenter’s business development strategies, and client reinsurance structures and preferences. 

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49. At all times while devising this plan with the Departing Senior Employees, Howden 

was aware of the contractual and fiduciary duties owed by these employees to Guy Carpenter. 

Indeed, such duties are industry standard in both the United States and the United Kingdom. And 

on information and belief, the Departing Senior Employees informed Howden of the contractual 

obligations they owed to Guy Carpenter—which did nothing to deter Howden’s plan to raid GC 

Access—and Howden was well aware through conversations with the Departing Senior 

Employees of their roles within GC Access and the attendant common law fiduciary duties 

associated with those roles. 

50. Howden and the Departing Senior Employees began their efforts to poach other 

Guy Carpenter employees in January 2022, when the Departing Senior Employees began to 

discuss the move with several of the Departing Employees. While these conversations largely 

took place by telephone, email, and text and/or WhatsApp message, the Departing Senior 

Employees did at times travel to meet with Howden representatives in London and New York. For 

example, in February 2022, a number of the Departing Employees traveled to New York together, 

where these individuals met with employees of Howden. On information and belief, the Departing 

Senior Employees worked with Howden to organize and encourage these trips to New York for 

the purpose of soliciting these Departing Employees to leave Guy Carpenter for Howden—and to 

take Guy Carpenter’s clients with them. 

51. The Departing Senior Employees actively attempted to destroy evidence that these 

trips involved meetings with Howden. For example, Ferrari deleted communications with 

Departing Senior Employees from his work-issued cell phone in an attempt to hide 

communications about conspiring with Howden. Guy Carpenter was only able to recover these 

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messages through a forensic examination of Ferrari’s Guy Carpenter-issued mobile device, which 

showed evidence of recently deleted messages that Guy Carpenter was able to restore. 

52. The recovered messages show that while Goeke was on a trip to New York in 

February 2022—months before the April 25 raid—he communicated to Ferrari that his meetings 

with Howden “went great” and that they “answered every question” he had. Ferrari responded to 

Goeke “I think we have to appreciate that there will always be an element of the unknown going 

into this but from what I understand they get that and are willing to do whatever it takes to make 

it work. Nothing will be perfect day one but all together we can make it work the right way.” 

Ferrari deleted these messages in an attempt to conceal that he and Goeke were discussing the 

illicit raid and the plan to “make it work” if “all together” the Departing Senior Employees 

conspired with Howden to execute the raid. 

53. At Howden’s encouragement, the Departing Senior Employees ratcheted up their 

efforts to recruit GC Access employees in March and April 2022. The Departing Senior 

Employees reached out to almost all of the members of the GC Access team in March and April 

2022, to solicit them to join Howden with them. The Departing Senior Employees also provided 

Howden with GC Access employees’ personal contact information so that Howden could further 

the solicitation by reaching out to them directly. Richardson and Hubble thereafter initiated and 

engaged in communications via email, telephone and text and/or WhatsApp messages with the 

Departing Employees. And Howden executives like Richardson began offering to fly the Guy 

Carpenter employees and their spouses to London for “get to know each other” meetings and to 

discuss the coordinated team move to Howden. 

54. For example, at Howden’s direction, Jameson made overtures to fellow GC Access 

colleagues via telephone and in person. Jameson recruited current Guy Carpenter employees at an 

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April 1, 2022, Dallas office happy hour. He also recruited multiple employees at an April 2022 

lunch with junior GC Access employee Arista and another employee during which he spoke to 

Arista directly about the potential financial opportunities involved with moving to Howden. At 

another dinner, Jameson stayed late with a Guy Carpenter employee to tell them about the move 

and encourage the employee to “trust” him and “stick by” him. Jameson also recruited Guy 

Carpenter employees including Matusiak, Skeeter, and Hardee by inviting them to his lake house, 

where, on information and belief, Jameson discussed the move to Howden and encouraged these 

employees to follow him. Moreover, about a month prior to his departure, Jameson contacted a 

current Guy Carpenter employee to tell her about an opportunity to be a part of something 

“exciting” and “new,” and he later told her that a “majority of us” are leaving. Shortly after 

Jameson’s first conversation, Howden’s Richardson contacted the same employee to discuss 

specifics about the coordinated move, including compensation. Richardson mentioned to the 

employee that a “good portion” of the Dallas office would be moving to Howden. 

55. Similarly, Howden encouraged Beard to contact another current Guy Carpenter 

employee to tell the employee that Richardson from Howden would be calling them to discuss a 

“good opportunity.” Beard then told the employee that if they “like what [they] hear, then maybe 

[they] should join us.” Beard also mentioned that “a few of us are going.” A few hours later, as 

promised by Beard, Richardson called the employee to talk to them about defecting to Howden. 

Hubble later followed up with the same employee about the details of an employment offer. Even 

the night before the raid, Beard was continuing to call Guy Carpenter employees, encouraging 

them to move to Howden and discussing the due diligence he had done on the move before the 

conspiracy got off the ground. On information and belief, this was all done at Howden’s direction 

and encouragement. 

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56. Howden also used the Departing Senior Employees to gain access to confidential 

information in order to prepare for its own calls with current Guy Carpenter employees. For 

example, in early April 2022, Richardson called multiple Guy Carpenter employees in an attempt 

to convince them to move to Howden. Jameson and Beard had previously spoken to these 

employees in an attempt to convince them to move to Howden, but the employees related a number 

of reasons for staying with Guy Carpenter. When Richardson called, he was prepared to address 

each of these reasons because the Departing Senior Employees—specifically Jameson and 

Beard—had coached Richardson on the employees’ concerns in an effort to help Richardson 

convince the employees to defect to Howden. The Departing Senior Employees had also 

apparently told Richardson who these employees’ primary clients were, and Richardson—despite 

knowing about the employees’ non-solicitation restrictions—discussed these clients, and how they 

could be moved to Howden, on the calls. On those calls, Richardson told these employees that the 

“whole team” was leaving for Howden and asked them what would be left if they stayed at Guy 

Carpenter. 

57. The Departing Senior Employees also provided Howden with detailed insight into 

the GC Access workforce and told Howden precisely who they should hire and how much they 

should be compensated. Indeed, despite many of the Departing Employees having never been 

recruited or contacted by Howden before, Howden knew exactly how to contact them and which 

employees to contact because the Departing Senior Employees provided them with this 

information. Howden even made offers of employment to certain Departing Employees without 

even conducting interviews, because the Departing Senior Employees had already selected for 

Howden precisely who should receive offers and on what terms. The offers Howden made to these 

employees, despite having never interviewed or asked the employees for their compensation 

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information, appear to have been based on detailed knowledge of the Departing Employees’ 

salaries and bonuses at Guy Carpenter—again because the Departing Senior Employees provided 

Howden with this Guy Carpenter confidential information. 

58. The targeted solicitation extended to all facets of the GC Access business. For 

example, on information and belief, the Departing Senior Employees focused individual 

attention—at Howden’s direction and encouragement—to solicit Matusiak to join the group raid. 

Matusiak, an actuary rather than a broker, had specialized knowledge of GC Access’s analytics 

and actuarial services, including the confidential and proprietary tools used for this work, like 

MetaRisk, described above. Given his technical, supporting role, Matusiak was valuable to 

Howden only if Howden’s goal was to create a mirror-image of GC Access and the services 

provided by GC Access through the raid. Accordingly, the Departing Senior Employees worked 

with Howden to ensure that Matusiak would be part of the package deal. Notably, following the 

resignations, Matusiak claims to have forgotten the password to his work-issued mobile device. 

On information and belief, this “forgotten password,” was another attempt by Matusiak and the 

Departing Senior Executives to conceal information about their illicit activity. 

59. The Departing Senior Employees’ work at Howden’s direction—while still on the 

payroll of Guy Carpenter—was not limited to soliciting Guy Carpenter employees. In February, 

March, and April 2022, while employed by Guy Carpenter, these employees also solicited Guy 

Carpenter clients to move their business to Howden. 

60. For example, the day of the Departing Employees’ resignations, a number of Guy 

Carpenter’s MGA clients in the auto insurance industry were attending a conference at the Ritz 

Carlton hotel in Dana Point, California—the Auto Insurance Report National Conference. After 

news of Howden’s raid on GC Access broke, the president of a Guy Carpenter client at the 

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conference bragged that she had known about the departures “for weeks” because Durbin had been 

discussing the departures with her and asking her to follow him to Howden. The client told a 

number of people at the convention that she was already planning to move her business to Howden. 

61. Similarly, in March 2022, Durbin and Goeke traveled to London to meet both with 

Howden and current Guy Carpenter clients. On information and belief, during this trip, Durbin, 

at Howden’s direction, met with a Guy Carpenter client and encouraged the client to cut ties with 

Guy Carpenter and move to Howden. To add insult to injury, Durbin then sought reimbursement 

for the entire trip from Guy Carpenter, noting the client meeting. About a month later, on the day 

before he resigned from Guy Carpenter, Durbin again traveled to London. On information and 

belief, the purpose of this visit, once again, was to meet with Howden and to convince this client 

to move its business to Howden. As discussed in more detail below, shortly after the raid, Guy 

Carpenter received confirmation that this client was moving its business to Howden. 

62. Further, on information and belief, prior to submitting their resignations to Guy 

Carpenter, the Departing Senior Employees were encouraged by Howden to misappropriate Guy 

Carpenter confidential information and trade secrets and to use this information to solicit current 

and potential Guy Carpenter employees and clients to move their business to Howden US. 

63. For example, on March 6, 2022, Jameson accessed the cloud storage application 

DropBox on his work computer, where on information and belief, Jameson exfiltrated confidential 

Guy Carpenter information to external cloud storage, where the confidential information could be 

utilized for Howden US’s benefit. 

64. Less than a week before the mass resignations, on information and belief, Durbin 

accessed, reviewed, and misappropriated highly confidential material saved in a GC Access server 

folder named “internal,” including information about GC Access’s client “Prospect Pipeline” and 

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“MGA Pipeline”—documents detailing particular clients, programs, actual and expected revenue, 

and other sensitive information about current and prospective clients. At the same time, Durbin 

also accessed a number of files related to clients that have now moved their business from Guy 

Carpenter to Howden. On information and belief, at Howden’s direction, Durbin utilized this 

confidential information to solicit new business for Howden US. 

65. Additionally, on April 20, 2022, Durbin attempted to forward confidential 

information to himself related to one of his accounts. On information and belief, at Howden’s 

direction, Durbin intended to use this confidential information to solicit new business for Howden, 

including soliciting new co-brokering agreements with parties that Durbin worked with while 

employed by Guy Carpenter. 

66. In addition, Beard reviewed a number of presentations just a few days prior to his 

April 25, 2022 resignation, including presentations titled “Startup Playbook—GC Access” and 

others related to “Growth Strategy.” And on April 20, 2022, just days before resigning, Beard 

requested access to confidential data detailing Guy Carpenter’s valuation of Guy Carpenter’s 

MGAs and brokers, including price and EBITDA. 

D. Howden Executes The Raid of GC Access 

67. On April 25, 2022, Howden and the Departing Senior Employees put their covert 

plan into motion and executed a series of coordinated actions designed to steal GC Access’s 

employees and clients for Howden. 

68. The morning of the raid, Howden’s senior executives Richardson and Hubble 

organized and coordinated an early morning gathering of the U.S. Departing Employees (including 

Wilson, who was flown in from Atlanta) at a private room in a high-end local Dallas restaurant 

and hotel. Howden and the Departing Senior Employees held this meeting to strengthen the 

resolve of the other Departing Employees and prevent any last-minute changes of heart. At this 

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gathering with Richardson and Hubble, the Departing Employees coordinated to draft and send 

carefully crafted notices of resignation. 

69. Jameson initiated the resignations in the United States when he submitted his 

resignation to Guy Carpenter CEO John Trace, at 7:32 AM Central Standard Time. Shortly 

thereafter, the remaining U.S. Departing Employees, Durbin, Beard, Wilson, Goeke, Hardee, 

Williams, Skeeter, Brock, Arista, and Matusiak, all submitted similar resignation emails within 

minutes of each other. Each of these employees sent their resignations directly to Jameson—

despite the fact that not all individuals reported directly to him. 

70. In total, the twelve Departing Employees all submitted their resignations within 34 

minutes of one another on the morning of April 25, 2022. Approximately one hour after receiving 

the resignation emails of the U.S. Departing Employees, Jameson forwarded each of them to Trace. 

As the following chart details, the close timing of the resignations makes clear that the exodus of 

the Departing Employees was carefully coordinated by Howden and the Departing Senior 

Employees: 

Name Time of Resignation (CT) 

Michael Jameson 7:32 AM 

Kenneth Durbin 7:38 AM 

Kyle Goeke 7:42 AM 

Andrew Hardee 7:48 AM 

Matthew Beard 7:52 AM 

Bennett Brock 7:54 AM 

James Matusiak 7:57 AM 

Barrett Skeeter 7:57 AM 

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Zachary Wilson 8:01 AM 

Mayda Arista 8:04 AM 

Oliver Ferrari 8:06 AM 

Benjamin Williams 8:06 AM 

Caprice Terry8 8:24 AM 

71. Later that day, the Departing Employees, Richardson, and Hubble had a dinner at 

a yet-to-be-opened Dallas restaurant, Au Troisième in which Jameson is or was an investor, to 

celebrate their raid of Guy Carpenter. 

72. In the days immediately following their resignations, Katie Sapienza, North 

America HR Leader and/or Alex Van Dijk, President – U.S. Branches, spoke with each of the U.S. 

Departing Employees, except Jameson. All of these U.S. Departing Employees stated to Sapienza 

and Van Dijk that they had accepted new positions at Howden. When asked why they had selected 

to go to Howden, the U.S. Departing Employees offered the same generic and scripted response. 

It became clear to Sapienza and Van Dijk that Howden and the Departing Senior Employees had 

coached the Departing Employees to all deliver the same canned responses. For example, when 

some of the Departing Employees were asked to explain what an “entrepreneurial opportunity” 

means to them—a phrase repeated by multiple Departing Employees—they could not do so. 

73. During the post-resignation interviews between Sapienza and most Departing 

Employees, the individuals were generally evasive in both scheduling the interviews and 

answering certain questions during the interviews. For instance, Jameson rescheduled the 

 

8

 Caprice Terry initially resigned along with the U.S. Departing Employees, but ultimately 

chose to stay with Guy Carpenter. 

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interview twice and ultimately refused to meet without his attorney present. Beard refused to 

discuss the timeline of events involving his decision to leave, including who approached him. 

Durbin admitted to meeting with someone from Howden but refused to provide a name. Durbin 

also claimed that he only discussed his potential departure with his wife—even though he resigned 

at the same time and at the same location as everyone else, an act that was obviously coordinated 

with the other Departing Employees, and clients had been solicited by Durbin weeks before his 

resignation became public knowledge. Arista also refused to answer questions on the basis that 

her attorney (who she admitted was provided to her by Howden) told her not to answer any 

questions related to Howden. Williams refused to provide details about who contacted him. 

74. Further, some of the more junior Departing Employees claimed that they were 

contacted by Howden just days prior to their departure but that they did not know others were 

leaving to Howden. This fabricated story made no sense. Howden did not have an established US 

presence, so junior employees would only have agreed to move knowing that the rest of the team 

(along with their book of business) would also be moving to Howden. For this reason and others, 

it became clear to Sapienza that the junior Departing Employees were part of a coordinated effort 

led by Howden and the Departing Senior Employees. 

E. At Howden’s Direction, the Departing Senior Employees Misappropriate Guy 

Carpenter Confidential Information and Unlawfully Induce Guy Carpenter’s Clients 

to Move to Howden 

75. After tendering their resignations, the Departing Senior Employees were subject to 

a contractual notice period to remain employees of Guy Carpenter for up to 60 days following their 

resignations. The Departing Senior Employees thus remained bound as continuing employees by 

their duties of loyalty in addition to the various contractual covenants in their Agreements. Indeed, 

Guy Carpenter continued to pay the full salaries of the Departing Senior Employees during their 

notice period until their employment was terminated on May 26, 2022. 

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76. Despite these obligations, while they remained employed by Guy Carpenter before 

their notice periods expired, the Departing Senior Employees were actually working on behalf of—

and at the encouragement of—Howden. 

77. For example, on the day of the mass resignations, the CEO of a Guy Carpenter 

client sent an email to Goeke, which explained he had heard a “rumor” that Jameson and “some 

team” resigned from Guy Carpenter and asked Goeke whether the rumor was true. Goeke 

responded that he would call the CEO. On information and belief, Goeke called the CEO and 

solicited him to move his business from Guy Carpenter to Howden. 

78. On information and belief, the Departing Senior Employees attended a conference 

hosted by Howden in Del Mar, California in May 2022 while they were still employed at Guy 

Carpenter. As discussed above, Howden does not have a presence in the United States, and on 

information and belief, Howden marketed Guy Carpenter’s employees as its representatives during 

this conference. The sole purpose for doing so was to solicit new business opportunities for 

Howden, including in some instances from current or prospective clients of Guy Carpenter. 

79. Further, while still employed by Guy Carpenter, the Departing Senior Employees 

solicited Guy Carpenter clients to cut ties with Guy Carpenter and take their business to Howden. 

80. For example, the day after the Departing Senior Employees submitted their 

resignation notices to Guy Carpenter, one of Guy Carpenter’s clients provided written notice that 

it was taking its business to Howden. In a letter dated April 26, 2022, this client stated that, as of 

the date of the letter, it had appointed Howden Reinsurance Brokers Limited as its Broker of 

Record following the expiration of its current contract with Guy Carpenter. Jameson and other 

Departing Senior Employees were heavily involved in this account at Guy Carpenter. 

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81. The timing of this client’s move to Howden is no coincidence. Given that this client 

moved its business to Howden just one day after the resignations—when the news of the 

resignations had barely begun to circulate in the trade press and on the market—one or more of 

the Departing Senior Employees had clearly, at Howden’s direction and for its benefit, informed 

the client prior to their April 25, 2022 resignation of the fact and timing of the teams’ plan to leave 

Guy Carpenter for Howden and had solicited this client to move its business to Howden. 

82. Since then, a number of clients with dozens of specific programs have moved their 

business from Guy Carpenter to Howden, resulting in millions of dollars in lost revenue to Guy 

Carpenter. The first moved the day after the raid, some moved during the Departing Senior 

Employees’ notice period, and others have moved following the Departing Senior Employees’ 

termination from Guy Carpenter. Each of these clients was serviced by some or all of the 

Departing Senior Employees while they were employed at Guy Carpenter, and each of the 

Departing Senior Employees were privy to confidential information about these clients. 

83. Once it became clear that the Departing Senior Employees had violated their 

fiduciary duties, the Agreements, and the Restrictive Covenant Agreements, and were continuing 

to do so by actively working to induce Guy Carpenter’s clients to leave the Company for Howden, 

Guy Carpenter took action to contain the harm that the Departing Senior Employees were inflicting 

on Guy Carpenter. Between May 24 and 26, 2022, Guy Carpenter elected to end the Departing 

Employee’s notice periods and terminated their employment. Specifically, the Company 

terminated Jameson’s employment on May 24, 2022; Durbin, Beard, Zach, Goeke, Hardee, 

Williams, Skeeter, Brock, Arista, and Matusiak’s employment on May 26, 2022.9

 

 

9

 Due to a longer resignation notice period under Ferrari’s UK employment agreement, Ferrari 

remains a Guy Carpenter employee, on garden leave from the company. 

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84. Shortly thereafter, all of these individuals formally announced they had assumed 

substantially similar roles at Howden US, which Howden created and established specifically to 

employ them. 

F. At Defendants’ Direction, the Departing Senior Employees Continue to Solicit Guy 

Carpenter Employees and Clients Following Their Termination 

85. Defendants’ efforts to illicitly solicit Guy Carpenter’s employees did not end on 

April 25, 2022, or even after the Departing Senior Employees’ terminations in May 2022. Indeed, 

Howden and Howden US continue to this day to use the Departing Senior Employees to solicit 

current Guy Carpenter employees to join Howden US, despite unequivocal post-termination 

obligations prohibiting such actions. 

86. As an example, on the evening of June 9, 2022—following the announcement of a 

large Howden acquisition in the United States—a number of the Departing Senior Employees were 

apparently celebrating together. While gathered, Jameson called a current Guy Carpenter 

employee, told him he should move to Howden, and asked him why he was still staying at Guy 

Carpenter. 

87. The Departing Senior Employees have also continued to solicit Guy Carpenter 

clients on behalf of Howden and Howden US since their termination. Guy Carpenter has learned 

that multiple clients are moving their business to Howden after the termination of the Departing 

Senior Employees as a result of unlawful solicitation by the Departing Senior Employees. The 

latest client to depart Guy Carpenter sent a letter informing Guy Carpenter that it was moving its 

business to Howden on June 30, 2022. Beard was the primary client contact for this account, but 

it was also serviced by other Departing Senior Employees, including Durbin. On April 21, 2022, 

four days before the coordinated resignations, Beard received an email from the president of this 

client, asking if Beard was attending the “Boston conference” and saying “let’s try to find some 

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time to connect . . . Drinks &/or Dinner would work for us Monday evening.” While it appears 

that Beard did not respond to the client through his Guy Carpenter email address, on information 

and belief, Beard did respond to this client through other means and began to solicit this client to 

move its business to Howden. Then, shortly after the Departing Senior Employees’ termination, 

this client sent a letter to Durbin—then a Howden US employee—stating that indeed the client 

was moving its business to Howden. 

88. As of the date of this filing, Guy Carpenter is aware that the Departing Senior 

Employees—at Defendants’ direction—are actively communicating with multiple Guy Carpenter 

clients that they serviced while at Guy Carpenter in an attempt to move their business to Howden. 

Jameson, Beard, and Goeke set up a meeting with one of these Guy Carpenter clients to discuss 

new business opportunities, and Beard is currently in active communications—and even having 

in-person meetings—with another Guy Carpenter client discussing whether they will bring their 

business to Howden. 

89. The Departing Senior Employees are also telling current and former Guy Carpenter 

clients that they will continue to service these clients’ accounts, even after moving to Howden, 

despite clear prohibitions of such conduct in the Agreements. Defendants have encouraged and 

participated in these continued breaches of the Agreements in order to secure additional new clients 

for their benefit. 

90. The Departing Senior Employees and Defendants—apparently anticipating that 

there would be legal action following the illicit raid—have also been telling clients that there would 

ultimately be a “settlement” between Guy Carpenter and Howden, and that as part of that 

settlement, the Departing Senior Employees would be permitted to legally continue servicing the 

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former Guy Carpenter client accounts (in contrast to the illegal servicing that is currently taking 

place). 

91. After the Departing Senior Employees left Guy Carpenter, it has become clear that 

a number of key confidential, trade secret files are “missing.” Such files include Interest and 

Liabilities Agreements, which set forth the percentage of risk that each reinsurer has agreed to 

assume under a given reinsurance policy. 

92. The Departing Senior Employees left behind digital fingerprints of their 

misconduct. For example, on April 24, 2022, the day before the mass resignations, Wilson 

received an automated email from Microsoft with the subject line “Heads up! We noticed that you 

recently deleted a large number of files from your One Drive.” On information and belief, Wilson 

deleted a significant number of files from his Guy Carpenter One Drive account, including 

confidential and trade secret files, on the eve of his resignation in a (failed) attempt to cover up his 

breaches of his contractual obligations and fiduciary duties. 

93. Since Defendants put their plan to raid Guy Carpenter into motion, over half of the 

GC Access employees have moved to Howden and numerous GC Access clients with dozens of 

programs—which collectively generate millions of dollars in revenue annually—have left GC 

Access, undermining and misappropriating the value of Guy Carpenter’s significant investments 

in building relationships with its clients and immeasurably harming Guy Carpenter’s reputation 

and goodwill in the industry. 

V. CAUSES OF ACTION 

Count 1: Tortious Interference with Contract 

(Against Defendants Howden and Howden US)

94. Guy Carpenter incorporates and realleges the preceding paragraphs as if fully set 

forth herein. 

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95. The Departing Senior Employees entered into the Agreements with Guy Carpenter 

and received consideration for the Agreements in the form of continued employment and access 

to confidential information belonging to Guy Carpenter. The Agreements were also ancillary to 

the Departing Senior Employees’ employment agreements with Guy Carpenter and made at the 

same time as those agreements. The Agreements include reasonable limitations as to time (e.g., 

one year post-termination for solicitation of clients and employees), geographic area, and scope of 

activity. See Exs. A–D (Jameson, Beard, Durbin, Wilson) §§ 2, 3; see also Ex. E (Goeke) §§ 2, 3 

(similar). And the Departing Senior Employees and Guy Carpenter agreed that the restrictions on 

the Departing Senior Employees impose no greater restraint than is reasonably necessary to protect 

Guy Carpenter’s legitimate business interests: “Employee acknowledges and agrees that the 

restrictions set forth in this Agreement are vital to protect the Company’s legitimate busniness 

interests...” Exs. A–D (Jameson, Beard, Durbin, Wilson) § 7(c); see also Ex. E (Goeke) § 7(c) 

(similar). Indeed, the scope of the non-solicitation provisions in the Agreements is necessary to 

prevent the Departing Senior Employees from soliciting current Guy Carpenter clients and 

employees within the niche market that GC Access participates in. The Agreements are valid, 

enforceable contracts, and Guy Carpenter performed its obligations under the contracts. 

96. At the encouragement and for the benefit of Howden and Howden US, the 

Departing Senior Employees breached the Agreements by providing Howden (before their 

termination at Guy Carpenter) and Howden US (after their termination at Guy Carpenter) with 

Guy Carpenter’s confidential information—including knowledge of prospective clients, internal 

client prospect and revenue lists, current client contractual terms and pricing, client reinsurance 

structuring information and confidential personnel information—without the consent of Guy 

Carpenter. The Departing Senior Employees and Defendants have used such information in order 

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to target and recruit other Guy Carpenter employees and to interfere with Guy Carpenter’s dealings 

with its current or potential clients in an attempt to solicit their business for Howden (before the 

Departing Senior Employees’ termination at Guy Carpenter) and Howden US (following the 

Departing Senior Employees’ termination at Guy Carpenter). 

97. At the encouragement and for the benefit of Howden and Howden US, the 

Departing Senior Employees also breached non-solicitation obligations related to current Guy 

Carpenter employees contained in the Agreements, including by soliciting remaining Guy 

Carpenter employees following the termination of the Departing Senior Employees’ employment 

with Guy Carpenter. 

98. At the encouragement and for the benefit of Howden and Howden US, the 

Departing Senior Employees also breached non-solicitation obligations related to current and 

prospective Guy Carpenter clients contained in the Agreements, including by actively attempting 

to convince current Guy Carpenter clients to move their business to Howden following the 

termination of the Departing Senior Employees’ employment. The Guy Carpenter clients and 

prospective clients that the Departing Senior Employees solicited are clients that they respectively 

serviced while employed at Guy Carpenter. 

99. At the encouragement and for the benefit of Howden and Howden US, the 

Departing Senior Employees also breached the return of property provision of the Agreements by 

failing to return all Guy Carpenter confidential information immediately upon the termination of 

their employment with Guy Carpenter. 

100. Howden and Howden US knew or had reason to know about the Agreements 

between the Departing Senior Employees and Guy Carpenter and Guy Carpenter’s interest in the 

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Agreements. Defendants knew about the Agreements because the Departing Senior Employees 

provided information about these contractual obligations to Howden and Howden US. 

101. Howden and Howden US willfully and intentionally interfered with the 

Agreements between Guy Carpenter and the Departing Senior Employees by participating in, 

encouraging, and inducing the Departing Senior Employees’ breaches of the non-solicitation, 

confidential information, and return of property provisions of the Agreements. 

102. Howden and Howden US’s interference proximately caused injury to Guy 

Carpenter, including through loss of employees in whom Guy Carpenter had invested considerable 

resources to train and develop, irreparable harm to client relationships and client retention, and 

damages from lost revenue, lost business and impaired client relationships. 

103. Additionally, Jameson, Beard, Durbin, and Wilson entered into Restrictive 

Covenant Agreements with Guy Carpenter. See Exs. F–J. Jameson, Beard, Durbin, and Wilson 

received substantial considersation for these agreements in the form of restricted stock units and 

access to confidential and proprietary Guy Carpenter information. The provisions of the 

Restrictive Covenant Agreements are subject to reasonable limitations in time, geographic area, 

and scope of activity. And Jameson, Beard, Durbin, and Wilson agreed with Guy Carpenter that 

the restrictions in the Restrictive Covenant Agreements impose no greater restraint than is 

reasonably necessary to protect Guy Carpenter’s legitimate business interests: “Employee hereby 

expressly acknowledges and agrees that (a) the restrictions and obligations set forth in and imposed 

by Sections 2, 3, 4, and 5 will not prevent Employee from obtaining gainful employment in 

Employee’s field of expertise or cause Employee undue hardship; and (b) the restrictions and 

obligations imposed on Employee under Sections 2, 3, 4 and 5 are necessary to protect the 

legitimate business interests of the Company and are reasonable in view of the benefits and 

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consideration Employee has received or will receive from the Company from each Consideration 

Event.” Ex. J § 6. Indeed, the scope of the non-solicitation provisions in the Restrictive Covenant 

Agreements is necessary to prevent the Departing Senior Employees from soliciting current Guy 

Carpenter clients and employees within the niche market that GC Access participates in. The 

Restrictive Covenant Agreements are valid, enforceable contracts, and Guy Carpenter performed 

its obligations under the contracts. 

104. At the encouragement and for the benefit of Howden and Howden US, Jameson, 

Beard, Durbin, and Wilson breached their Restrictive Covenant Agreements by providing Howden 

(before their termination from Guy Carpenter) and Howden US (after their termination from Guy 

Carpenter) with Guy Carpenter’s confidential information—including knowledge of prospective 

clients, internal client prospect and revenue lists, current client contractual terms and pricing, client 

reinsurance structuring information and confidential personnel information—without the consent 

of Guy Carpenter. Howden (before their termination at Guy Carpenter) and Howden US (after 

their termination at Guy Carpenter), through Jameson, Beard, Durbin, and Wilson, have used such 

information in order to target and recruit other Guy Carpenter employees and to interfere with Guy 

Carpenter’s dealings with its current or potential clients in an attempt to solicit their business for 

Howden and Howden US. 

105. At the encouragement and for the benefit of Howden and Howden US, Jameson, 

Beard, Durbin, and Wilson breached non-solicitation obligations related to current Guy Carpenter 

employees contained in their Restrictive Covenant Agreements, including by soliciting remaining 

Guy Carpenter employees both before their termination at Guy Carpenter, for the benefit of 

Howden, and after their termination at Guy Carpenter, for the benefit of Howden US. 

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106. At the encouragement and for the benefit of Howden and Howden US, Jameson, 

Beard, Durbin, and Wilson also breached non-solicitation obligations related to current and 

prospective Guy Carpenter clients contained in the Restrictive Covenant Agreements, including 

by actively attempting to convince current Guy Carpenter clients to move their business to 

Defendants, including after the termination of their employment with Guy Carpenter. 

107. At the encouragement and for the benefit of Howden and Howden US, Jameson, 

Beard, Durbin, and Wilson further breached the Restrictive Covenant Agreements by failing to 

return all Guy Carpenter confidential information immediately upon the termination of their 

employment with Guy Carpenter. 

108. Howden and Howden US knew or had reason to know about the Restrictive 

Covenant Agreements between Jameson, Beard, Durbin, Wilson and Guy Carpenter and Guy 

Carpenter’s interest in the Restrictive Covenant Agreements. 

109. Howden and Howden US willfully and intentionally interfered with the Restrictive 

Covenant Agreements between Guy Carpenter and Jameson, Beard, Durbin, and Wilson by 

participating in, encouraging, and inducing Jameson, Beard, Durbin, and Wilson’s breaches of the 

non-solicitation, confidential information, and return of property provisions of their Restrictive 

Covenant Agreements. 

110. Howden and Howden US’s interference proximately caused injury to Guy 

Carpenter, including through loss of employees in whom Guy Carpenter had invested considerable 

resources to train and develop, irreparable harm to client relationships and client retention, and 

damages from lost revenue, lost business and impaired client relationships. 

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111. Guy Carpenter has sustained, and will continue to sustain, irreparable harm as a 

result of Howden and Howden US’s tortious interference with the Departing Senior Employees’ 

contractual obligations to Guy Carpenter. 

Count 2: Knowing Participation in Breach of Fiduciary Duty 

(Against Defendant Howden) 

112. Guy Carpenter incorporates and realleges the preceding paragraphs as if fully set 

forth herein. 

113. While employed at Guy Carpenter, the Departing Senior Employees owed fiduciary 

duties to Guy Carpenter as their employer. More specifically, the Departing Senior Employees 

owed a fiduciary duty to Guy Carpenter not to solicit Guy Carpenter’s clients or employees away 

from Guy Carpenter, or misappropriate Guy Carpenter’s business opportunities for the benefit of 

themselves or competitors. The Departing Senior Employees breached these fiduciary duties to 

Guy Carpenter by soliciting Guy Carpenter’s clients to take their business to Howden and/or by 

soliciting Guy Carpenter’s employees to leave employment with Guy Carpenter and accept 

employment with Howden. Claims related to breaches of these fiduciary duties are actionable 

torts in any instances in which the breaches do not also constitute breaches of contract (as 

addressed in Count 1). 

114. Howden was not only aware that the Departing Senior Employees owed these 

duties to their employer, Guy Carpenter; it was also aware that the Departing Senior Employees 

were soliciting Guy Carpenter’s clients away from Guy Carpenter for the benefit of Howden in 

breach of these fiduciary obligations. Howden participated in—and in fact orchestrated—this 

scheme and was fully aware that it was participating in and encouraging conduct by the Departing 

Senior Employees that breached their fiduciary duties to Guy Carpenter by soliciting Guy 

Carpenter clients and usurping Guy Carpenter business opportunities. 

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115. Moreover, Howden was also aware that the Departing Senior Employees were 

soliciting Guy Carpenter’s employees to join Howden in breach of their fiduciary duties to Guy 

Carpenter. Howden participated in and encouraged these actions and was fully aware that the 

conduct was in violation of the Departing Senior Employees’ fiduciary duties owed to Guy 

Carpenter including the duty not to interfere with existing employment relationships to the 

detriment of Guy Carpenter. 

116. The Departing Senior Employees’ breaches proximately caused injury—including 

actual damages—to Guy Carpenter, through the loss and impairment of valuable client and 

employee relationships, including but not limited to, lost revenue amounting to millions of dollars, 

and Howden’s knowing participation in the breaches contributed to such injuries. 

117. Guy Carpenter has sustained, and will continue to sustain, irreparable harm as a 

result of Howden’s knowing participation in the Departing Senior Employees’ breach of fiduciary 

duties to Guy Carpenter. 

Count 3: Violation of Defend Trade Secrets Act, 18 U.S.C. § 1836 

(Against Defendants Howden and Howden US)

118. Guy Carpenter incorporates and realleges the preceding paragraphs as if fully set 

forth herein. 

119. Guy Carpenter owns and possesses certain trade secret information related to its 

business, as detailed above and as defined by the Defend Trade Secrets Act, 18 U.S.C. § 1839(3). 

120. Guy Carpenter’s trade secret information is related to services used, or intended for 

use, in interstate commerce because Guy Carpenter’s business spans the United States. 

121. Guy Carpenter made reasonable efforts to keep such trade secret information secret 

and confidential, including, but not limited to, (1) requiring that the Departing Employees sign 

confidentiality agreements covering such trade secrets; (2) requiring its most senior employees to 

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abide by Restrictive Covenant Agreements related to restricted stock units; and (3) ensuring 

limited access to the information. 

122. The trade secret information at issue derives independent economic value (actual 

or potential) from not being generally known to, and not being readily ascertainable though proper 

means by another person who could obtain economic value from the disclosure of such 

information. Guy Carpenter has not consented to disclosure of its trade secret information. 

123. Regarding Guy Carpenter’s trade secret information, the Departing Senior 

Employees’ Agreements provide that “[d]uring the period Employee is employed by the Company, 

Employee agrees that, unless authorized in writing to do so by the chief executive officer of the 

Company, s/he will not directly or indirectly, for any purpose whatsoever use, or disclose to any 

person, Confidential Information, except to the extent required to carry out his/her duties as an 

employee of the Company.” Exs. A–D (Jameson, Beard, Durbin, Wilson,) § 3; see also Ex. E 

(Goeke) § 3(a) (similar). 

124. Through the Departing Senior Employees, Howden (before their termination) and 

Howden US (after their termination) received Guy Carpenters trade secret information—including 

information about clients, prospective clients, growth opportunities, competitive pricing, terms and 

conditions of client contracts, and proprietary information about GC Access’s workforce (i.e., 

information about employees’ relative strengths and potential, various areas of expertise, and 

relationships with current or potential clients) without the consent of Guy Carpenter. 

125. Howden and Howden US knew or should have known that Guy Carpenter’s trade 

secret information had been used and disclosed by the Departing Senior Employees by improper 

means, i.e., through theft and/or a violation of their duty to maintain the confidentiality of the trade 

secrets because (1) Howden as a sophisticated reinsurance broker, should be familiar with the type 

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of confidential and trade secret information at issue and the importance of its secrecy; 

(2) Defendants had access to information regarding the Departing Senior Employees’ agreements 

and the language therein; and (3) the information was not readily available to third parties and 

highly protected by Guy Carpenter. 

126. Howden (before the Departing Senior Employees’ termination) and Howden US 

(after the Departing Senior Employees’ termination) used and benefited from Guy Carpenter’s 

trade secret information through contact with current and potential Guy Carpenter clients in efforts 

to solicit their business. Howden and Howden US further used and benefited from Guy 

Carpenter’s trade secret information through contact with Guy Carpenter’s employees to solicit 

them to become employees of Howden US. 

127. Howden’s (before the Departing Senior Employees’ termination) and Howden 

US’s (after the Departing Senior Employee’s termination) unauthorized use of Guy Carpenter’s 

trade secrets, including by using the Departing Senior Employees’ access to and knowledge of 

information about clients, prospective clients, growth opportunities, competitive pricing, terms and 

conditions of client contracts, and proprietary information about GC Access’s workforce to help 

Howden and Howden US unfairly compete against Guy Carpenter, constituted misappropriation 

of those trade secrets in violation of the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq. 

Howden and Howden US’s misappropriation and use of Guy Carpenter’s trade secret information 

was intentional, knowing, willful, malicious, fraudulent, and oppressive. 

128. As a direct and proximate result of Howden and Howden US’s misappropriation of 

Guy Carpenter’s trade secret information, Guy Carpenter has suffered damages for actual loss 

caused by the misappropriation, including through lost revenue, lost business opportunities, and 

harm to client relationships and client prospects. 

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129. As a direct and proximate result of Howden and Howden US’s misappropriation of 

Guy Carpenter’s trade secret information, Howden and Howden US have been unjustly enriched, 

and Guy Carpenter is entitled to damages for such unjust enrichment in an amount to be proven at 

trial. 

130. Unless enjoined by this Court, Howden and Howden US’s acts of misappropriation 

will continue, and Guy Carpenter will continue to suffer irreparable harm as a result of these acts. 

131. Howden and Howden US’s misappropriation of Guy Carpenter’s trade secret 

information was willful and malicious. Guy Carpenter is thus entitled to exemplary damages in 

an amount up to twice actual damages awarded under 18 U.S.C. § 1836(b)(3)(C). 

Count 4: Violation of Texas Uniform Trade Secrets Act, 

Tex. Civ. Prac. & Rem. Code §§ 134A et seq.

(Against Defendants Howden and Howden US)

132. Guy Carpenter incorporates and realleges the preceding paragraphs as if fully set 

forth herein. 

133. Guy Carpenter owns and possesses trade secret information related to its business, 

as detailed above and as defined by Texas Civil Practice & Remedies Code § 134A.002(6). 

134. Guy Carpenter made reasonable efforts to keep such trade secret information secret 

and confidential, including, but not limited to, (1) requiring that the Departing Senior Employees 

sign confidentiality agreements; (2) requiring its most senior employees to abide by Restrictive 

Covenant Agreements related to restricted stock units; and (3) ensuring limited access to the 

information. 

135. The trade secret information at issue derives independent economic value (actual 

or potential) from not being generally known to, and not being readily ascertainable though proper 

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means by another person who could obtain economic value from the disclosure of such 

information. Guy Carpenter has not consented to disclosure of its trade secret information. 

136. Regarding Guy Carpenter’s trade secret information, the Departing Senior 

Employees’ Agreements provide that “[d]uring the period Employee is employed by the Company, 

Employee agrees that, unless authorized in writing to do so by the chief executive officer of the 

Company, s/he will not directly or indirectly, for any purpose whatsoever use, or disclose to any 

person, Confidential Information, except to the extent required to carry out his/her duties as an 

employee of the Company.” Exs. A–D (Jameson, Beard, Durbin, Wilson) § 3; see also Ex. E 

(Goeke) § 3(a) (similar). 

137. Through the Departing Senior Employees, Howden (before their termination) and 

Howden US (after their termination) received Guy Carpenter’s trade secret information—

including information about clients, prospective clients, growth opportunities, competitive pricing, 

terms and conditions of client contracts, and proprietary information about GC Access’s workforce 

(i.e., information about employees’ relative strengths and potential, various areas of expertise, and 

relationships with current or potential clients) without the consent of Guy Carpenter. 

138. Howden and Howden US knew or should have known that Guy Carpenter’s trade 

secret information had been acquired and disclosed by the Departing Senior Employees by 

improper means, i.e., through theft and/or a violation of their duty to maintain the confidentiality 

of the trade secrets because (1) Howden, as a sophisticated reinsurance broker, should be familiar 

with the type of confidential and trade secret information at issue and the importance of its secrecy; 

(2) Defendants had access to information regarding the Departing Senior Employees’ agreements 

and the language therein; and (3) the information was not readily available to third parties and 

highly protected by Guy Carpenter. 

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139. Howden’s (before the Departing Senior Employees’ termination) and Howden 

US’s (after the Departing Senior Employees’ termination) unauthorized use of Guy Carpenter’s 

trade secrets, including by using the Departing Senior Employees’ access to and knowledge of 

information about clients, prospective clients, growth opportunities, competitive pricing, terms and 

conditions of client contracts, and proprietary information about GC Access’s workforce to help 

Howden and Howden US unfairly compete against Guy Carpenter, constituted misappropriation 

of those trade secrets in violation of the Texas Uniform Trade Secrets Act, Tex. Civ. Prac. & Rem. 

Code §§ 134A et seq. Howden and Howden US’s misappropriations of Guy Carpenter’s trade 

secret information was willful and malicious because it resulted from the conscious disregard of 

Guy Carpenter’s rights. 

140. As a direct and proximate result of Howden and Howden US’s misappropriation of 

Guy Carpenter’s trade secret information, Guy Carpenter has suffered damages for actual loss 

caused by the misappropriation, including through lost revenue, lost business opportunities, lost 

workforce, and harm to client relationships and client prospects. 

141. As a direct and proximate cause of Howden and Howden US’s misappropriation of 

Guy Carpenter’s trade secret information, Howden and Howden US have been unjustly enriched, 

and Guy Carpenter is entitled to damages for such unjust enrichment in an amount to be proven at 

trial. 

142. Unless enjoined by this Court, Howden and Howden US’s acts of misappropriation 

will continue, and Guy Carpenter will continue to suffer irreparable harm as a result of those acts. 

143. Howden and Howden US’s misappropriation of Guy Carpenter’s trade secret 

information was willful and malicious. Guy Carpenter is thus entitled to exemplary damages in 

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PLAINTIFF’S ORIGINAL COMPLAINT Page 49 

an amount up to twice actual damages awarded under Tex. Civ. Prac. & Rem. Code 

§§ 134A.004(b), as well as reasonable attorney’s fees. 

Count 5: Civil Conspiracy 

(Against Defendants Howden and Howden US)

144. Guy Carpenter incorporates and realleges the preceding paragraphs as if fully set 

forth herein. 

145. Defendants and the Departing Senior Employees were parties to an unlawful 

combination and conspiracy. 

146. The object of Defendants’ and the Departing Senior Employees’ combination and 

conspiracy was to further the unlawful purposes of: (1) breaching fiduciary duties the Departing 

Senior Employees owed to Guy Carpenter; (2) tortiously interfering with the Departing Senior 

Employees’ contractual agreements with Guy Carpenter; and (3) misappropriating Guy 

Carpenter’s confidential and trade secret information in violation of state and federal law. 

147. The members of this unlawful conspiracy (Defendants and the Departing Senior 

Employees ) had a meeting of the minds as to the object of the conspiracy. Defendants and the 

Departing Senior Employees agreed and understood that the object of their goal was to commit 

the wrongful acts delineated above. 

148. Particularly, Defendants and the Departing Senior Employees knew that the 

Departing Senior Employees’ conduct of soliciting Guy Carpenter employees and clients (from 

which Defendants benefitted) was unlawful and in violation of the Departing Senior Employees’ 

fiduciary duties to Guy Carpenter and in direct violation of their contractual agreements. 

149. Defendants and the Departing Senior Employees also knew that the Departing 

Senior Employees’ and Defendants’ misappropriation of Guy Carpenter’s confidential and trade 

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PLAINTIFF’S ORIGINAL COMPLAINT Page 50 

information was unlawful and in violation of federal and state law, as well as a violation of their 

contractual agreements. 

150. Defendants and the Departing Senior Employees formed the specific intent to assist 

each other in engaging in such conduct to the detriment of Guy Carpenter. 

151. Defendants further committed unlawful, overt acts in furtherance of the conspiracy 

by unlawfully encouraging and participating in the Departing Senior Employees’ solicitation of 

Guy Carpenter clients and employees both before and following the Departing Senior Employees’ 

terminations and by misappropriating Guy Carpenter’s confidential and trade secret information 

for the benefit of Defendants. 

152. Such unlawful conspiracy proximately caused injury—including actual 

damages—to Guy Carpenter, including loss of employees in whom Guy Carpenter had invested 

considerable resources to train and develop, irreparable harm to client relationships and retention, 

and damages from lost revenue, lost business and impaired client relationships. 

153. Because the acts pursuant to the conspiracy were committed knowingly, willfully, 

maliciously, fraudulently Guy Carpenter also seeks to recover punitive damages in an amount to 

be determined at trial. 

VI. PRAYER FOR RELIEF 

WHEREFORE, the Plaintiff requests that the Court: 

1. Grant judgment in Guy Carpenter’s favor as specified in this Complaint; 

2. Award Guy Carpenter its actual damages resulting from Defendants’ wrongful acts; 

3. Award exemplary damages of twice actual damages awarded under 18 U.S.C. 

§ 1836(b)(3)(C) and Tex. Civ. Prac. & Rem. Code §§ 134A.004(b); 

4. Award exemplary damages to Guy Carpenter for Defendants’ malicious and willful 

actions done in conscious disregard of Guy Carpenter’s rights under Texas Civil 

Practice & Remedies Code § 41.003; 

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PLAINTIFF’S ORIGINAL COMPLAINT Page 51 

5. Award prejudgment and post-judgment interest and court costs to Guy Carpenter; 

6. Award attorneys’ fees to Plaintiff under Tex. Civ. Prac. & Rem. Code § 134A.005, 

or 18 U.S.C. § 1836(b)(3)(D), or for other reasons in law or equity; 

7. Enter injunctive relief forbidding Defendants from interfering with the Departing 

Senior Employees’ contractual obligations to Guy Carpenter and misappropriating 

or using Guy Carpenter’s trade secrets under the Defend Trade Secrets Act and the 

Texas Uniform Trade Secrets Act; 

 

8. Grant all other relief to which Guy Carpenter is entitled. 

Dated: August 17, 2022 Respectfully submitted, 

/s/ Karl G. Nelson 

Karl G. Nelson 

 TX Bar No. 14900425 

Collin D. Ray 

 TX Bar No. 24093013 

GIBSON, DUNN & CRUTCHER LLP 

2001 Ross Avenue, Suite 2100 

Dallas, TX 75201 

Tel: (214) 698-3100 

Fax: (214) 571-2900 

KNelson@gibsondunn.com 

CDRay@gibsondunn.com 

Jason C. Schwartz 

 Pro hac vice application forthcoming 

 GIBSON, DUNN & CRUTCHER LLP 

 1050 Connecticut Avenue, N.W. 

 Washington, DC 20036 

 Tel: (202) 855-8500 

 Fax: (202) 467-0539 

 JSchwartz@gibsondunn.com 

 

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PLAINTIFF’S ORIGINAL COMPLAINT Page 52 

 Christopher D. Belelieu 

 Pro hac vice application forthcoming

 GIBSON, DUNN & CRUTCHER LLP 

 200 Park Avenue 

 New York, New York 10166 

 Tel: (212) 351-4000 

 Fax: (212) 351-4035 

 cbelelieu@gibsondunn.com 

 

COUNSEL FOR PLAINTIFF 

GUY CARPENTER & COMPANY, LLC 

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