The annual number and aggregate value of Delaware Court of Chancery M&A lawsuit settlements has grown significantly in recent years, according to a new report from Cornerstone Research. According to the report, which is entitled “M&A Litigation Settlements in the Delaware Court of Chancery: 2012-2024 Review & Analysis,” the median settlement amount has also generally increased in more recent years as well. The September 30, 2025, report can be found here. Cornerstone Research’s September 30, 2025, press release about the report can be found here.
The Cornerstone Research report analyses settlements in M&A-related litigation in the Delaware Court of Chancery between 2012 and 2024. The report’s analysis is based on 118 settlements during the study period with a known monetary settlement amount. Disclosure-only settlements with no monetary component were not considered. The report’s analysis excludes any settlement amount in related litigation in other courts, such as, for example, related federal securities class action lawsuits.
According to the report, the number and aggregate value of M&A related litigation settlements in the Delaware Chancery Court general increased during the study period, and in particular have been rising since 2019. By way of illustration, in 2019 there were five M&A-related Chancery Court settlements totaling $110.1 million, compared to 21 such settlements in 2024 totaling $618.3 million. In each year during the period 2020-2024, there were more settlements than there were in any year during the period 2012 through 2019. The year with the highest total number of settlements in the study period was 2024 (21).
The three years with the highest total settlement value were the three most recent years in the study period: 2022 (with $586.6 million in total settlements); 2023 ($655.1 million); and 2024 ($618.3 million). During the period 2022-2024, the annual average total settlement amount was $620 million per year.
The median settlement amount also generally increased during the study period, although not invariably so. The highest annual median settlement amount in the study period was in 2023 (the year that also had the highest total settlement amount), when the median settlement was $34.4 million. The second highest median settlement amount was actually 2012, the first year in the study period, when the median settlement amount was $29.0 million. The median settlement amount during the period 2019-2023 ranged from $20.4 million (in 2020) to $34.4 million (in 2023). The median settlement amount in 2024 was $16.5 million.
The majority of settlements in the study’s settlement database were below $50 million. During the period 2022 to 2024, the most frequent settlement amount was in the $20 million to $49.9 million range, whereas in earlier periods the most common settlement amount was under $10 million. Of the ten settlements within the study period that equaled or exceeded $100 million, four have occurred since 2022.
The trend toward larger settlements may reflect the relatively larger size of the transactions involved; during the period 2022-2024, the median transaction value was $1.2 billion, whereas in earlier periods the median transaction value was $0.6 billion. As the report itself expressly notes, reported transaction value is correlated with the settlement amount, with larger transactions implying larger settlement amounts.
In 78% of settlements, the plaintiffs were stockholders in the target company in the M&A transaction, while 74% of settlements included allegations involving actions by a controlling stockholder. Together, these findings suggest that the “typical” settlement is one involving shareholders of the target company alleging unfair consideration paid for their shares due to alleged actions by a controller. It is also worth noting that 60% of settlements between 2012 and 2024 involved allegations of misrepresentations in the transaction proxy disclosure.
Among the settlements in which the plaintiffs’ fee amount was disclosed, the average plaintiff counsel fee was $8.3 million, and the median plaintiff counsel fee was $4.2 million. The highest plaintiff counsel fee amount within the settlement database was $72.5 million. For 2024, the average plaintiff counsel fee was $5.8 million and the median was $3.4 million. Almost all of the plaintiff counsel fee awards are within 15% to 34.9% of the settlement amount. Larger plaintiff counsel fees were awarded in larger settlements. Litigation duration was also associated with larger fees awards, with increases in litigation duration associated with an increase in the plaintiff counsel fee percentage.
The report also tested the hypothesis sometimes advanced that lower plaintiff fee percentages are associated with larger settlement amounts. The report found that there is no statistically significant relationship between plaintiff counsel fee awards as a percentage of the settlement amount and the settlement amount.
The report is quite detailed and worth reading at length and in full. In addition to the topics discussed above, there are additional sections of the report discussing types of allegations and transaction characteristics in relation to settlement values.