Former Anaplan executives win approval from Delaware Supreme Court in M&A case

uccessfully argued 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 from the litigation department and Amr Razzak from the M&A department led the Skadden team in this case.

The case revolved around the acquisition of Anaplan Inc. by Thoma Bravo for $10.4 billion. The controversy arose when the parties disagreed regarding a cap on equity grants outlined in the merger agreement. This disagreement was settled through a 3% reduction in the merger price and increased certainty of the deal closing. Additionally, Anaplan provided detailed disclosures on the dispute and the resolution reached.

The Court of Chancery initially dismissed the complaint under the legal principle of Corwin. The plaintiffs decided to appeal this decision, questioning the validity of Corwin itself. They argued that stockholders should explicitly release any breach of fiduciary duty claims to dismiss the action. However, Skadden’s defense successfully demonstrated that stockholders were adequately informed, and there were no substantiated claims of coercion during the stockholder vote.

The legal team, led by Edward B. Micheletti and Amr Razzak, effectively navigated the complexities of M&A law and litigation to secure a favorable outcome for the former Anaplan directors and officers. This case highlights the importance of transparency and thorough disclosure in corporate transactions to ensure legal compliance and the protection of all stakeholders’ interests.

The Delaware Supreme Court’s decision to affirm the lower court’s ruling underscores the significance of following established legal precedents, such as the Corwin doctrine, in corporate governance matters. It reinforces the principle that informed decision-making by stockholders, free from coercion or manipulation, is crucial in resolving disputes related to mergers and acquisitions.

In conclusion, the successful resolution of this case sets a precedent for future M&A transactions, emphasizing the need for clear communication, proper disclosure, and adherence to legal standards to protect the rights of all parties involved. The collaborative efforts of the legal team at Skadden underscore the firm’s commitment to upholding the highest ethical and legal standards in representing its clients in complex corporate matters.