Roofers Local 149 Pension Fund v. Fidelity National Financial — Delaware Chancery Court (Opinion May 31 2025)
Vice Chancellor Will tossed an entire‑fairness challenge to Fidelity National’s $250 million preferred‑stock financing, finding the complaint lacked facts showing price or process unfairness even under the plaintiff‑friendly standard.
Why It Matters
- Rare pleading‑stage win when entire‑fairness applies gives controllers a blueprint: independent committee, multiple valuation opinions, and robust minutes can defeat even stringent scrutiny.
- The ruling may temper the recent surge of challenges to related‑party financings in a high‑interest‑rate environment.
Next Moves
Plaintiffs can amend once but face an uphill climb; meanwhile, deal counsel are already citing the decision in other Delaware filings involving emergency capital raises.
