Court Approves Settlement Bringing Robbins Geller’s Total Recovery for Bioverativ Investors to a Historic $124 Million

Today, the Delaware Court of Chancery approved a settlement in which Robbins Geller Rudman & Dowd LLP secured another $40 million for Bioverativ, Inc. investors, resolving claims that one of the company’s directors and a hedge fund engaged in insider trading in connection with the sale of the company in 2018. 

The $40 million recovery is the first time shareholders have directly obtained a recovery based on insider trading under Delaware law. In total, our Firm has secured $124 million for Bioverativ shareholders in litigation challenging the company’s sale, representing one of the largest recoveries ever in a challenge to a third-party, arm’s-length M&A transaction.

The Bioverativ Allegations

The suit challenges the 2018 sale of Bioverativ, Inc. to Sanofi S.A. for $11.6 billion. Based on our pre-suit investigation of corporate books and records related to the transaction, the case alleges that directors and officers of Bioverativ breached their fiduciary duties during the sale and failed to disclose material facts, and that Alexander Denner – a Carl Icahn protégé, activist investor, and former Bioverativ director – breached his fiduciary duties by causing his hedge fund, Sarissa Capital, to engage in insider trading.

In May and June 2022, Vice Chancellor J. Travis Laster of the Delaware Chancery Court issued two opinions – one of which was 124 pages – denying motions to dismiss a set of claims challenging the sale process and disclosures, and another set of claims alleging that corporate insiders had engaged in illicit insider trading in advance of the sale.

In its opinion refusing to dismiss the insider trading claims, the court concluded that it was “reasonable to infer” that Denner traded on material, nonpublic information about Sanofi’s desire to buy the company, and then designed a single-bidder sale process to “serve his own interests in maximizing his short-term profits from insider trading at the expense of generating greater value through a competitive bidding process or by having the Company remain independent.” When the acquisition of Bioverativ closed, Sarissa Capital realized profit of about $49.7 million on the shares that plaintiff alleged were acquired on the basis of material nonpublic information.

A Historic Recovery

In 2023, our Firm secured $84 million from various former officers and directors of Bioverativ. We continued to litigate stockholder claims against Denner and his hedge fund, Sarissa Capital, seeking disgorgement of the ill-gotten profits plus interest. Just one week before trial was set to begin in the Delaware Court of Chancery, defendants agreed to pay stockholders $40 million to resolve the claims. Collectively, the $124 million settlement is the largest settlement in history on breach of fiduciary duty claims challenging a third-party, arm’s-length M&A transaction.

“Our client showed tremendous courage and fortitude in rejecting an early offer that would have benefited him but not other Bioverativ stockholders, and then pursuing this case to the end and to a historic result. I think there’s also an important lesson here – when corporate directors use their position of trust to benefit themselves instead of the stockholders they serve, they will be held accountable,” said partner Randall J. Baron. 

The lead plaintiff, Dr. Goldstein, is represented by Robbins Geller attorneys Randall J. Baron, A. Rick Atwood, Jr., and Christopher H. Lyons, and co-counsel.

More information about the settlement is available at www.bioverativstockholdersettlement.com.  The website will be updated when settlement funds are distributed.

About Robbins Geller

Robbins Geller Rudman & Dowd LLP is one of the world’s leading complex class action firms, representing plaintiffs in securities fraud, shareholder derivative, antitrust, corporate takeover, and consumer fraud and privacy cases. With 200 lawyers in 10 offices, Robbins Geller is one of the world’s largest plaintiffs’ firms and the Firm’s attorneys have obtained many of the largest securities, antitrust, and consumer class action recoveries in history.

Over the last decade, our Firm has been ranked #1 on the ISS Securities Class Action Services law firm rankings for six out of the last ten years for securing the most monetary relief for investors. In the last four years, Robbins Geller recovered $6.6 billion for investors in securities-related class action cases – over $2.2 billion more than any other law firm during that time. The Firm secured the largest-ever securities fraud class action settlement – $7.2 billion – in In re Enron Corp. Securities Litigation.

For media inquiries, please contact media@rgrdlaw.com or call (619) 338-3821.

Goldstein v. Denner, C.A. No. 2020-1061-JTL (Del. Ch.).