Prickett Jones Recovers 19% Premium Over Merger Price for Class and Dissenters in Third-Party Deal

December 04, 2024

The Delaware Court of Chancery has approved a global $55 million class and appraisal settlement of JB Capital Partners, L.P. v. Glenn Stevens, et al., C.A. No. 2022-0327-NAC (Del. Ch.) and JB Capital Partners, L.P. v. Gain Capital Holdings, Inc., C.A. No. 2020-06440-NAC (Del. Ch.), in which Prickett Jones & Elliott, PA obtained a $1.15 per share class recovery over the $6.00 per share merger price StoneX Group, Inc. paid to acquire Gain Capital Holdings, Inc. The recovery was obtained after a more than four-year challenge to the merger that began with JB Capital’s public campaign to vote the merger down, continued with its exercise of appraisal rights, and after the discovery of evidence indicating breaches of fiduciary duty, its further prosecution of class claims against defendants. In prosecuting the appraisal claim, Prickett Jones also represented, among others, a former director of Gain Capital who voted against the merger.

In approving the settlement, Vice Chancellor Cook acknowledged “challenging a third-party public company merger approved by a board composed of a majority of independent directors . . . was not an easy case,” and noted “that the quantum of benefit achieved for the class here is impressive.”

Prickett Jones Directors Marcus E. Montejo and John G. Day and Associate Seth T. Ford litigated the action on behalf the JB Capital Partners, L.P. and the class.