Labaton Keller Sucharow served as Co-Lead Counsel in class action brought by Bucks County Employees’ Retirement System challenging the unfair take-private $4 billion acquisition of Covetrus, Inc. (Covetrus or the Company), an animal health company, by private equity firm Clayton, Dubilier & Rice, LLC stating that the investment firm colluded to bring down the sale price with contacts at Covetrus.
Following a Section 220 demand and thorough investigation, on November 13, 2023, Plaintiffs filed a Verified Class Action Complaint alleging breach of fiduciary duties by the Company’s CEO and director, Benjamin Wolin, and board members Ravi Sachdev and Sandra Peterson, as well as aiding and abetting of breaches of fiduciary duties by Clayton, Dubilier & Rice, LLC, CD&R VFC Holdings, L.P., and CD&R Investment Associates IX, Ltd. (collectively, CD&R), in connection with the October 13, 2022 acquisition of Covetrus by CD&R and TPG Global, LLC (TPG) (the Merger).
Prior to the Merger, CD&R owned approximately 24% of Covetrus, and through that investment, CD&R was represented on the Company’s Board by two of its partners, Sachdev and Peterson. Furthermore, CD&R’s investment agreement included a broad standstill provision that prevented CD&R from even expressing an interest in a transaction with the Company without prior board authorization.
According to the Complaint filed in November 2023, in mid-2021 the Company’s CEO allegedly tipped off Sachdev and Peterson after third parties expressed an interest in a transaction with Covetrus, and soon thereafter, CD&R was provided with diligence materials. By December 2021, CD&R expressed—in violation of the standstill provision—that it valued the Company at $24 per share. In March 2022, TPG offered to acquire the Company for a price between $21 and $22 per share, and immediately thereafter, Covetrus joined with TPG to submit a joint bid at $21 per share—$3 per share less than what CD&R had indicated the Company was worth only months earlier. Only after the deal was nearly final, in May 2022, the Board formally granted a waiver of CD&R’s standstill provision. The case further alleges that the Company’s proxy statement filed in connection with the merger contained numerous misleading statements and omissions, including with respect to CD&R’s violations of the standstill provision.
In October 2024, the Delaware Court of Chancery denied Defendants’ motion to dismiss with respect to Defendants CD&R, Sachdev, and Peterson.
On January 29, 2026, after more than two years of litigation and extensive discovery, the parties reached an agreement to settle the matter for $70 million. This settlement resolves claims not only against CD&R, Sachdev, and Peterson along with related affiliated companies. The Delaware Court of Chancery approved the settlement on April 13, 2026.
The case is Bucks County Employees' Retirement System et al. v. Clayton Dubilier & Rice LLC et al., No. 2023-1151 (Del. Ch.). Labaton Keller Sucharow represents Bucks County Employees’ Retirement System.
