“I’m confident that one day this decade a different court of appeals will disagree with one of those Posner opinions, the Supreme Court will take up the circuit split, and then tell us that Posner was right all along,” Frank said.
If you thought every corporate merger was unique, you’d be wrong. Over 90% of merger deals over $100 million have at least one thing in common: They are challenged in a strike suit—or subject to what essentially amounts to legalized extortion. On June 5, 2017, CCAF argued before the U.S. Court of Appeals for the Fifth Circuit to stop one example of such socially wasteful litigation and extend the landmark ruling…
This time, the good guys finished first. On August 10, the Seventh Circuit issued its opinion in In Re: Walgreen Co. Stockholder Litigation, No. 15-3799. One by one, Judge Posner dissected each of the six Supplemental Disclosures and held that they offered nothing to the shareholders. Nil. He found that the class action attorneys were inadequate representatives because they were only interested in fees and recommended that the whole case be dismissed.
Today, the Competitive Enterprise Institute’s Center for Class Action Fairness won its challenge to a class action settlement deal related to the merger between Walgreens and Boots pharmacies.
CCAF challenged strike suit that provided meaningless disclosures, prompting Seventh Circuit to adopt “plainly material” standard in order to approve such settlements. “Strike suits affect over 97 percent of mergers, costing businesses millions. We hope other courts follow Delaware and the Seventh Circuit in taking steps to shut down this racket.”
