Shareholder lawsuits challenging mergers often just result in some improved disclosures for investors and attorneys fees for the plaintiffs lawyers. But in one of the few M&A settlements in recent memory to lead to more money for investors, Delphi Financial Group on Monday announced a proposed $49 million settlement of litigation over its pending $2.7 billion acquisition by Tokio Marine Holdings.
The shareholders had challenged Delphi CEO Richard Rosenkranz’s right to get a $55 million control premium for his shares. Delphi has A and B classes of shares, and Rosenkatz was the sole owner of the B shares. Tokio Marine agreed to pay $52.88 a share for Class B stock and $43.88 per share for Class A stock. The plaintiffs claimed this violated the company’s charter.
The settlement came a month after Delaware Vice Chancellor Sam Glasscock III called the premium “troubling” in a ruling, and found that the investors had shown a likelihood of success on their claims against Rosenkranz. In that ruling he refused to enjoin the merger, noting that damages are available as a remedy. (You can read that ruling here.)
The plaintiffs are represented by Grant & Eisenhofer, Robbins Geller Rudman & Dowd, Bernstein Litowitz Berger & Grossmann, and Prickett, Jones & Elliott.
Grant & Eisenhofer also helped shareholders in September secure a $16 million settlement in a lawsuit over the buyout of J. Crew and $89.4 million a month later in a settlement over the leveraged buyout of Del Monte Corporation. “We don’t do disclosures,” said Stuart Grant of Grant & Eisenhofer. (Bernstein Litowitz; Labaton Sucharow; and Chimicles & Tikellis also represented the plaintiffs in the J. Crew case, while Grant & Eisenhofer shared top billing with Robbins Geller Rudman & Dowd.)
Delphi did not state in its press release where the funds for the settlement will come from. Grant said money is coming from both Rosenkranz and Tokio. The plaintiffs lawyers have not yet filed for attorneys fees, and Grant said they are using $10 million as a “place holder” figure.
Christopher Moore, a lawyer for Rosenkranz at Cleary Gottlieb Steen & Hamilton, did not respond to requests for comment. Tokio counsel Brian Frawley of Sullivan & Cromwell declined comment.
Note: An earlier version of this article misstated the “place holder” amount the plaintiffs’ lawyers would seek in attorneys fees. The amount is $10 million, not 10 percent of the settlement.