Berman Tabacco is proud to announce that on December 20, 2024, Vice Chancellor Laster of the Delaware Court of Chancery approved the settlement of Ontario Provincial Council of Carpenters’ Pension Trust Fund, et al. v. S. Robson Walton, et al., C.A. No. 2021-0827 (Del. Ch.), for $123 million plus Walmart’s maintenance of certain corporate governance practices for a period of at least five years. This landmark settlement represents the largest cash recovery in a derivative case involving a special litigation committee and is the second largest settlement of a derivative oversight case in Delaware history.
Berman Tabacco represented Norfolk County Retirement System in this matter, ultimately holding Walmart’s controlling shareholders, Board of Directors, and senior management accountable for their alleged breaches of fiduciary duty to Walmart’s shareholders in connection with their decisions relating to, and oversight of, the company’s opioid distribution and dispensing practices. The complaint alleged that these decisions and possible oversight failures led to violations of the Controlled Substances Act, the False Claims Act, as well as state and common laws. The complaint also alleges that Walmart entered into an agreement with the Drug Enforcement Agency that required Walmart to implement wide-ranging opioid diversion controls, but that for more than a decade the Company failed to implement those legally required controls.
In pursuing this case, Berman Tabacco and its co-counsel also drove positive developments in the law of oversight liability. Defendants’ Motion to Dismiss the complaint was mostly denied in two landmark opinions in April 2023 (2023 WL 2904946 (Del. Ch. Apr. 12, 2023) and 2023 WL 3093500 (Del. Ch. Apr. 26, 2023)).