Following the U.S. Supreme Court’s decision invalidating tariffs imposed under the International Emergency Economic Powers Act (IEEPA), litigation risk has entered a new phase. As previously noted on The D&O Diary, early lawsuits seeking recovery focused on companies that passed tariff costs on to consumers. A newly filed class action against Sony Interactive Entertainment suggests a second wave may now be emerging; one targeting companies for allegedly pursuing a “double recovery” by retaining both higher consumer prices and government tariff refunds.

The legal backdrop continues to evolve. For example, following the Supreme Court’s IEEPA ruling, on March 5, 2026, the U.S. Court of International Trade struck down a second round of tariffs imposed under Section 122 of the Trade Act of 1974, in litigation led state attorney generals. The ruling shows that the administration’s tariff efforts remain subject to challenge and reversal, further complicating the landscape for companies that adjusted pricing in response.

The following discusses the Sony lawsuit in more detail, including the evolving tariff-related litigation trend and potential D&O exposures.

The Sony Complaint and the Emerging “Double Recovery” Theory

The lawsuit filed against Sony in the Northern District of California by PlayStation purchasers alleges that Sony retained what they characterize as a “substantial windfall” tied to unlawful tariffs. The complaint follows the U.S. Supreme Court’s decision in Learning Resources, Inc. v. Trump, which held that tariffs imposed under IEEPA exceeded the statutory authority granted to the President.

The plaintiffs’ theory is relatively straightforward. During the tariff period, Sony allegedly incurred increased costs associated with importing PlayStation consoles manufactured abroad. Like many companies facing tariff-related pressures, Sony purportedly responded by raising retail prices on its products. According to the complaint, Sony increased prices on certain PlayStation models by as much as $150 over the course of the tariff period. 

Following the Supreme Court’s ruling, the plaintiffs allege that Sony, like other importers, is now entitled to seek refunds from U.S. Customs and Border Protection for tariffs previously paid. The complaint contends this creates an inequitable result because Sony has already recovered those costs through higher prices charged to consumers. 

The plaintiffs characterize this as an unjust “double recovery” or “windfall.” They argue that the tariff-related portion of the purchase price paid by consumers effectively belongs to them and that any refund of those amounts should be returned to the consumers who bore the economic burden.

Notably, the complaint contrasts Sony’s alleged conduct with that of other companies, such as logistics providers, that have publicly stated an intention to pass tariff refunds back to customers. The plaintiffs emphasize that Sony has made no such commitment, which they argue strengthens the case for judicial intervention.

In addition, the plaintiffs seek declaratory relief establishing that any tariff refunds obtained by Sony must be returned to consumers. The complaint also requests injunctive relief, restitution, and monetary damages on behalf of the proposed class. 

Discussion

The Sony lawsuit, along with similar actions against Nike, Fabletics, and Costco, arises as the federal government works to unwind the approximately $166 billion in tariff collections. Following the Supreme Court’s decision, the Trump Administration terminated the tariff regime and implemented a refund process through U.S. Customs and Border Protection.

Central to this process is the CAPE (Consolidated Administration and Processing of Entries) portal, through which importers can submit applications seeking refunds for previously paid duties. According to the complaint, Customs indicated that refunds could potentially be processed within 60 to 90 days after approval of an application. 

The lengthy refund process itself may be contributing to a new category of litigation risk, and the Sony lawsuit may represent a further expansion of that trend. Rather than focusing solely on disclosure deficiencies, the plaintiffs seek affirmative recovery based on the alleged inequity of companies retaining refunds tied to costs already borne by consumers.  Thus, from a D&O liability perspective, the litigation developing around the invalidated IEEPA tariffs may present several important considerations.

First, these cases may raise increasingly complex disclosure issues for public companies. During the tariff period, many companies characterized price increases as responses to inflationary pressures, supply chain disruption, and tariffs. Few companies appear to have disclosed the possibility that tariffs could later be invalidated, creating potential refund-driven windfalls and corresponding litigation exposure. Plaintiffs may now attempt to argue that companies failed to adequately disclose the extent to which tariff-related pricing decisions could later generate windfall recoveries or restitution exposure.

In addition, the emerging litigation may highlight board-level governance concerns. Decisions regarding pricing, cost pass-through strategies, and whether to return tariff refunds to consumers are inherently sensitive from both a legal and reputational perspective. Boards that fail to actively oversee these decisions could face allegations that they inadequately managed foreseeable litigation or reputational risks.

The recently filed cases may further underscore the importance of internal escalation procedures and coordinated disclosure controls. The Sony complaint repeatedly contrasts Sony’s alleged conduct with companies that are publicly committed to returning refunds to customers. Plaintiffs may increasingly attempt to use those distinctions to argue that certain companies act more responsibly or transparently than others.

Finally, these developments reflect a broader category of “after-the-fact” litigation risk. In these scenarios, liability does not necessarily arise from the initial business decision itself, in this case, increasing prices during the tariff period, but instead from subsequent developments that change the legal or economic landscape. These types of claims can be particularly difficult to predict and underwrite because they depend on future judicial rulings, administrative actions, and policy reversals.

Taken together, the recent tariff-related litigation reinforces an increasingly familiar theme: macroeconomic and political events can create litigation exposure that extends far beyond the original government action itself. The recently filed Sony lawsuit suggests that plaintiffs may now be targeting the economic aftermath of tariff reversals themselves.

If this trend continues, companies with significant import exposure and consumer-facing pricing models may face scrutiny not only for how they responded to tariffs, but also for how they respond to their unwinding. The emerging “double recovery” theory suggests that plaintiffs’ lawyers are now focused not just on the impact of tariffs, but on who ultimately keeps the money once they are gone.