Shareholders suing over the Skechers private equity deal say the founding Greenberg family used its supermajority voting control to hand the company to 3G Capital at a price that shortchanged everyone else. The $9.4 billion take-private transaction closed on September 12, 2025, and litigation is now spread across Delaware Chancery Court and federal court in California, with appraisal claims covering more than a billion dollars in shares still pending as of mid-2026.
What Shareholders Are Alleging
The core complaint is structural. Skechers had two classes of stock. Class A carried one vote per share; Class B carried ten. Chairman and CEO Robert Greenberg beneficially owned about 92.6 percent of the Class B stock, which gave the Greenberg family roughly 60 percent of total voting power.1D&O Diary. Police and Fire Retirement System of the City of Detroit v. Greenberg, Complaint That was enough to approve the merger by written consent, without a vote of the wider shareholder base.
On May 4, 2025, the day before the deal was announced, Robert Greenberg and other family members signed a support agreement committing to take the mixed consideration: $57 in cash per share plus one unlisted, non-transferable equity unit in the new private parent. Public shareholders could elect that option or $63 per share in all cash.2Skechers USA. Skechers Agrees to Be Acquired by 3G Capital Plaintiffs argue the equity option was “illusory” for anyone outside the family, effectively steering minority holders into the cash price while the Greenbergs kept a stake in the company going forward.1D&O Diary. Police and Fire Retirement System of the City of Detroit v. Greenberg, Complaint
The dual-class structure had drawn public criticism years earlier. In December 2021, activist investor Tremblant Capital Group sent a letter to the board calling the super-voting shares the “single largest overhang on the stock” and urging the company to scrap the structure.3Tremblant Capital Group. Letter from Tremblant Capital to Skechers Board of Directors Skechers announced a $500 million buyback in February 2022 but left the voting structure in place.4Tremblant Capital Group. Tremblant Capital Media
The Federal Suit to Block the Deal
The first case came before closing. On May 29, 2025, the Key West Police Officers & Firefighters Retirement Plan sued Skechers, Robert Greenberg, and Michael Greenberg in the U.S. District Court for the Central District of California, alleging violations of federal securities law for failing to file a Schedule 13E-3, the disclosure form required in go-private transactions.5Fashion Dive. Skechers Sued by Shareholders Over Go-Private Deal6Retail Dive. Skechers Sued by Shareholders Over Go-Private Deal
The pension fund sought a preliminary injunction to halt the merger. In July 2025, Judge Percy Anderson denied it, ruling the plaintiff had not shown irreparable harm. Because the Greenberg family’s voting power meant the deal did not depend on a minority vote, the judge found there was no voting decision to protect. He also noted the SEC could still require additional disclosures on its own.7SGB Online. Skechers Investor Loses Bid to Block Take-Private Deal
Delaware Fiduciary Duty Claims
Once the merger closed, the fight moved to Delaware. Investor Bernstein Litowitz filed an early books-and-records action seeking corporate documents on the sale process.8Law360. Skechers Investor Sues for Docs in $9.4B Take-Private Deal
In March 2026, the Police and Fire Retirement System of the City of Detroit filed a class action in Delaware Chancery Court, Case No. 2026-0331-NAC, against Michael Greenberg, Robert Greenberg, chief operating officer David Weinberg, and five directors. The complaint alleges the Greenbergs engineered the sale to secure personal liquidity and continued governance rights while shortchanging minority holders.1D&O Diary. Police and Fire Retirement System of the City of Detroit v. Greenberg, Complaint
The complaint makes several specific process criticisms. It alleges the special committee of independent directors was formed only four days before the merger agreement was signed, lacked its own independent advisors, and never conducted a market check or solicited competing bids. It also challenges the independence of committee member Richard Siskind, citing a decades-long personal and business relationship with Robert Greenberg.1D&O Diary. Police and Fire Retirement System of the City of Detroit v. Greenberg, Complaint More investors filed similar suits in Delaware Chancery in June 2026.9Law360. More Skechers Investors Sue Over $9.4B Take-Private Deal
Appraisal Petitions and the Price Dispute
Because the merger paid cash, Skechers shareholders were entitled to seek judicial appraisal of their shares under Delaware law. The first petition was filed on September 24, 2025, covering nearly 700,000 shares.10Law360. Skechers Investor Seeks Chancery Appraisal of $9.4B Deal By November 2025, roughly 60 investment pools had filed appraisal claims covering about $1.3 billion in shares, alongside a class action complaint in Chancery.11Spokesman-Review. Skechers Investors Say They Were Forced to Take a Lower Price
The appraisal plaintiffs point to a price cut in the negotiations. They say 3G Capital had offered $73 per share in March 2025, then lowered the number to $63 after tariffs imposed on April 2, 2025 sent markets and Skechers’ stock lower. The final $63 cash price represented a 30 percent premium over the 15-day volume-weighted average stock price of roughly $49.84.12RetailWire. Skechers Acquisition by 3G Capital Plaintiffs argue the deal locked in a tariff-driven discount that did not reflect the company’s underlying value.11Spokesman-Review. Skechers Investors Say They Were Forced to Take a Lower Price
Where the Cases Stand
Settlement talks started in 2025 and stalled. Skechers first offered $64 per share, which investors rejected. In April 2026, the company raised the proposal to $65, still only $2 above the original deal price. Most claimants held out. Connecticut hedge fund Hudson Bay Capital Management reached a separate settlement on undisclosed terms that Delaware Chancellor Kathaleen McCormick approved during the week of June 8, 2026.13Hedgeweek. Skechers Raises Settlement Proposal in Delaware Buyout Dispute With Hedge Funds
The remaining appraisal petitions and the fiduciary duty class actions are still active in Delaware Chancery Court, with no trial date set. The fiduciary suits remain at the complaint-filing stage.9Law360. More Skechers Investors Sue Over $9.4B Take-Private Deal Former Skechers shareholders who took the cash and want to be paid more will need to have preserved their appraisal rights at the time of the merger; the pending class actions cover claims tied to the sale process itself, not to a shareholder’s individual election.