Former Anaplan Directors, Officers Secure Delaware Supreme Court Affirmance in M&A Case

On February 3, 2025, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s dismissal of a complaint challenging Anaplan Inc.’s $10.4 billion sale to Thoma Bravo. Skadden represented six former Anaplan directors and officers in the case. After signing the merger agreement, but before the stockholder vote, the parties disputed whether a cap on equity grants in the merger agreement was violated. The parties resolved this dispute by agreeing to a 3% reduction to the merger price and greater certainty of closing. Anaplan also issued “substantial” additional disclosures about the dispute and resolution. The Court of Chancery dismissed the complaint under Corwin. On appeal, the plaintiffs appeared to challenge Corwin itself, arguing that stockholders should be specifically asked to release breach of fiduciary duty claims in order to dismiss the action. Skadden successfully argued, among other things, that Corwin was complied with because stockholders were fully informed and there were no well-pled allegations of coercion associated with the stockholder vote. Edward Micheletti (litigation) and Amr Razzak (M&A) led the Skadden team.