In recent years, leveraged buyouts have once again become a significant source of corporate and securities litigation risk, particularly where founder‑led or controller‑influenced companies pursue take‑private transactions with private equity sponsors. A newly filed Delaware Chancery Court complaint arising out of the 2025 take-private of Skechers U.S.A., Inc. (the “Skechers Complaint”) provides a timely example. The Skechers Complaint illustrates how these transactions can give rise to fiduciary duty claims, especially when minority stockholders allege that a controlling stockholder influenced both the timing and structure of a transaction to their own benefit. The case may also offer a useful lens through which to examine how recent developments in Delaware statutory and case law may affect the standard of review applicable to controller-led transactions.

The Skechers Complaint

The Skechers Complaint, filed on March 16, 2026, by the Police and Fire Retirement System of the City of Detroit, alleges that Skechers’ $9.4 billion sale to private equity firm 3G Capital is a controller-driven transaction that deprived minority shareholders of fair value. According to the complaint, Skechers’ founders, Robert and Michael Greenberg (the Greenbergs), controlled approximately 60% of the company’s voting power through a dual‑class structure and allegedly used that control to dictate the timing, structure, and terms of the transaction with 3G for their own benefit and to the detriment of unaffiliated stockholders.

Skechers’ sale to 3G Capital was announced in May 2025 and closed in September 2025. The Skechers Complaint alleges that unaffiliated shareholders were offered either $63 per share in cash or a mixed consideration of $57 in cash plus an equity unit in the post-merger private entity. The plaintiff alleges that the mixed consideration was effectively illusory for unaffiliated shareholders, as the equity units were unlisted, non-transferable, and subject to significant restrictions. The Skechers Complaint further alleges that the Greenbergs elected the mixed consideration but also secured enhanced governance rights and continued leadership roles, enabling them to retain influence over the company following the transaction. 

The plaintiffs further contend that the transaction was opportunistically timed to exploit temporary market dislocation. According to the Skechers Complaint, tariff-related uncertainty in early 2025 depressed Skechers’ stock price, allegedly allowing 3G to reduce its offer from an earlier indication reportedly in the low-to-mid $70s per share to $63 per share. The plaintiffs allege that this reduction was unjustified given contemporaneous statements suggesting that the tariff impacts were temporary and did not impair the company’s long-term value. 

Finally, the Skechers Complaint alleges significant process deficiencies by the company, and its directors and officers. The plaintiffs allege that the Greenbergs engaged in months of private negotiations with 3G before involving the board, effectively positioning 3G as the only viable bidder. In addition, the Skechers Complaint alleges that when the board eventually became involved in the transaction that it formed an independent committee only shortly before approving the deal. However, the plaintiff alleges that the independent committee lacked independence, failed to conduct a meaningful market check, and relied on revised downward projections that aligned with the reduced deal price. These combined factors allegedly rendered both the sale process and the share price unfair to minority shareholders. 

Discussion

The recent Delaware Supreme Court decisions upholding SB 21 and in Moelis could reshape the legal framework applicable to disputes involving controller-led transactions, like the deal outlined in the Skechers Complaint. Transactions involving controlling stockholders that satisfy specified procedural protections, such as approval by a fully empowered and independent special committee and a majority-of-the-minority vote, may now qualify for business judgment review rather than the more exacting entire fairness standard.

Against that backdrop, the allegations in the Skechers Complaint, if substantiated, appear aimed at placing the transaction outside of this emerging safe harbor framework. The plaintiff alleges that the process was dominated by the company’s controlling stockholders, that the special committee was either ineffective or insufficiently independent, and that the transaction lacked meaningful procedural safeguards. If proven, these allegations could preclude application of the more deferential standard of review and instead subject the transaction to traditional entire fairness scrutiny, under which defendants would bear the burden of demonstrating both fair dealing and fair price.

The Skechers Complaint further alleges that the controlling stockholders structured the transaction to provide themselves with differential consideration and ongoing governance rights, including through rollover equity and post-closing influence. The plaintiff appears to advance these allegations in an effort to align the claims with the types of controller conduct that Delaware courts have historically scrutinized under the entire fairness framework. If substantiated, such allegations could reinforce arguments that the transaction was not conditioned on protections sufficient to replicate an arm’s-length process.

More broadly, the complaint reflects recurring themes in litigation arising out of controller-led leveraged buyouts, including allegations of pre-signing negotiations conducted outside the board’s oversight, limited market checks, and the use of revised projections that allegedly supported a lower transaction price. While these are, at this stage, unproven allegations, they are consistent with the types of claims that have historically given rise to fiduciary duty litigation in Delaware, particularly where minority stockholders contend that they were deprived of fair value in a conflicted transaction.

Ultimately, the Skechers Complaint may underscore that, notwithstanding recent efforts by Delaware lawmakers and courts to provide a clearer pathway for controller transactions to receive business judgment deference, those protections remain highly dependent on the integrity of the process employed. Where, as alleged here, plaintiffs contend that the transaction was shaped by a controlling stockholder without the full benefit of independent safeguards, Delaware courts may still be asked to apply the exacting entire fairness standard. While the allegations in the complaint remain unproven, the case serves as a reminder that controller-led take-private transactions continue to present meaningful litigation risk, particularly where the procedural framework is subject to challenge.