Labaton Keller Sucharow is Co-Lead Counsel in a stockholder derivative action brought by Eric Gilbert (Plaintiff) on behalf of Chewy, Inc. (Chewy or the Company). The action alleges breaches of fiduciary duty by certain Chewy controlling stockholders by causing Chewy to enter into a transaction that prioritized their interests over those of Chewy and its minority stockholders and alleging breaches of fiduciary duty by certain Chewy directors in connection with negotiating and approving the transaction.
Following a Section 220 demand and thorough investigation, on November 20, 2024, Plaintiff filed a Verified Derivative Complaint alleging Chewy’s then-controlling stockholder, BC Partners LLP (BC Partners) proposed to the Chewy Board of Directors a downstream merger (the Downstream Merger) whereby the holding company through which BC Partners controlled Chewy and PetSmart sold PetSmart to a third-party buyer and then merged into a newly created Chewy subsidiary. Plaintiff alleged the Downstream Merger yielded non-ratable benefits to BC Partners without adequate value passing to Chewy through monetary compensation, corporate governance reforms, or otherwise.
On March 21, 2025, the Board established a special litigation committee (the SLC) comprised of Chewy directors, Deborah Ellinger and Nat Goldhaber, to investigate Plaintiff’s claims. The SLC subsequently moved to stay the Action pending its investigation and, on April 21, 2025, the Court granted the SLC’s motion and stayed the litigation for six months, which was later extended further. The SLC completed its investigation in December 2025. In February 2026, the Parties reached an agreement to settle the matter for $29.5 million.
Settlement Hearing
A copy of the Stipulation and Agreement of Compromise, Settlement, and Release (the Settlement Stipulation), Notice of Pendency and Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear (the Notice), and other accompanying documents can be found under Case Materials. Chewy stockholders who were record or beneficial owners of Chewy common stock as of the close of business on April 6, 2026, should review the Settlement Stipulation, Notice, and other accompanying documents to fully understand their rights with respect to the proposed settlement, including their right to object to: the proposed settlement; any application by Plaintiff’s counsel for an award of fees and expenses in connection with the settlement; and any incentive award to be paid to Plaintiff solely from any fee and expense award to Plaintiff’s counsel.
Any objection to the settlement, application for a fee and expense award, or incentive award, must be filed with the Court and received by counsel for the parties in the form and manner described in paragraphs 45-49 of the Notice by no later than June 8, 2026. If you have any questions about the proposed settlement, please contact Ned Weinberger at nweinberger@labaton.com or Brendan W. Sullivan at bsullivan@labaton.com. The case is Eric Gilbert v. BC Partners LLP, et al., No. 2024-1165-KSJM (Del. Ch.). Labaton Keller Sucharow represents Plaintiff Eric Gilbert.
The Settlement Hearing will be held on June 23, 2026, at 1:30 p.m., before Chancellor Kathaleen St. Jude McCormick, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, or by a remote proceeding such as Zoom or by telephone conference, in the discretion of the court. The Settlement Hearing will consider, among other things: whether the settlement is fair, reasonable, adequate and in the best interests of Chewy and its current stockholders; any application by Plaintiff’s counsel for an award of fees and expenses in connection with the settlement; and any incentive award to be paid to Plaintiff solely from the any fee and expense award to Plaintiff’s counsel.
