M&A Settlements in the Delaware Court of Chancery Surpass $600 Million in 2024

Report shows number and total value of settlements rising sharply since 2019.

BOSTON, Sept. 30, 2025 /PRNewswire/ -- The number and total aggregate amount of settlements in merger and acquisition (M&A)-related lawsuits in the Delaware Court of Chancery have increased substantially since 2019, according to a new report released today by Cornerstone Research, which shows the total aggregate settlement amount exceeding $600 million in 2024.

The report, M&A Litigation Settlements in the Delaware Court of Chancery—2012–2024 Review & Analysis, examines 118 monetary settlements between 2012 and 2024 in M&A-related litigation filed in the Delaware Court of Chancery. In 2024, 21 such settlements totaled $618.3 million in the aggregate, a significant increase from five settlements totaling $110.1 million in the aggregate in 2019. The report also observed that of the 10 settlements within the study period that equaled or exceeded $100 million, four have occurred since 2022. The most common settlement amounts during 2022–2024 ranged between $20 million and $50 million, while the most common settlement amounts in prior periods were below $10 million.

"Our analysis shows an upward trend in both the number and overall value of settlements, particularly in the past three years," said Frank Schneider, a vice president at Cornerstone Research and coauthor of the report.

While large settlements contributed to the increasing total aggregate settlement amount in recent years, the increase is also attributable to an uptick in smaller settlements. During 2022–2024, parties reached 18 settlements ranging between $20 million and $50 million, 12 settlements ranging between $10 million and $20 million, and 14 settlements of less than $10 million, surpassing the same number in each range for the five-year periods of 2017–2021 and 2012–2016. As a percentage of transaction value, the largest increase in 2022–2024 relative to prior periods was for settlements with amounts less than 2.5% of transaction value (29), relative to 11 and 10 such settlements in 2017–2021 and 2012–2016, respectively.

"Settlements in our sample represent transactions with larger overall deal values than the broader M&A market," said Paul Zurek, a vice president at Cornerstone Research and coauthor of the report. "As we show in the report, many of the cases also involve allegations against controlling stockholders."

In 78% of settlements, the plaintiffs were stockholders of the target company in the M&A transaction, while 74% of settlements included allegations involving actions by the controlling stockholder. Together, the findings suggest a "typical" settlement is one involving a dispersed group of stockholders alleging unfair consideration paid for their shares due to alleged actions by a controller.

Additional Key Findings

• The median transaction value reported by FactSet associated with 2022–2024 settlements was $1.2 billion, while the median transaction value associated with settlements in in 2012–2016 and 2017–2021 was each $0.6 billion.
• From 2012 to 2024, average and median plaintiff counsel fees awarded were $8.3 million and $4.2 million, respectively.
• More than 60% of settlements between 2012 and 2024 included allegations of misrepresentations in the transaction proxy disclosure.
• During 2012–2024, 86% of transactions in the settlement sample involved a positive unaffected transaction premium. In comparison, 95% of transactions in the M&A benchmark had a positive unaffected transaction premium, although there is no statistically significant difference in average and median premiums.
• Transactions in the settlement sample, as compared to the M&A benchmark, were more likely to involve a special committee and face investor opposition.

About Cornerstone Research
Cornerstone Research provides economic and financial consulting and expert testimony in all phases of complex disputes and regulatory investigations. The firm works with an extensive network of prominent academics and industry practitioners to identify the best-qualified expert for each assignment. With a reputation for high quality and effectiveness, Cornerstone Research has consistently delivered rigorous, state-of-the-art analysis since 1989. The firm has more than 1,000 professionals in nine offices across the United States, UK, and EU.

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SOURCE Cornerstone Research