On June 21, 2024, Skadden secured the dismissal of all claims against former Anaplan officers and directors in a case that arose from Anaplan’s $10.4 billion merger with Thoma Bravo. The plaintiff’s complaint sought to recover the purported damages to the stockholder class caused by revisions to the merger agreement based on a disagreement between the parties that resulted in a lower merger price. The defendants raised multiple arguments for dismissal, including that (i) the claim was derivative, (ii) the plaintiff failed to plead a Revlon claim or to challenge the full board’s decision to approve the revised merger, and (iii) the Corwin doctrine warranted dismissal.
Vice Chancellor Nathan Cook of the Delaware Court of Chancery relied on the Corwin doctrine to dismiss the action, holding that the vote was fully informed and neither situationally nor structurally coercive. The court also found that the plaintiffs failed to adequately plead waste in connection with the board’s decision to renegotiate the merger agreement rather than pursue uncertain and costly litigation to force the buyer to close. In addition, the court noted, “[I]t is not at all clear to me that the correct response [to this case] is to open a new route for director and officer liability.”