
A private investment fund filed a proposed class action lawsuit against footwear maker Skechers, private equity firm 3G Capital, and financial adviser Greenhill & Co. The lawsuit, filed in the U.S. District Court for the Central District of California, alleges that the defendants coordinated a scheme to artificially lower the company’s stock value ahead of a multibillion-dollar buyout.
The lawsuit stems from a September 2025 deal in which 3G Capital acquired Skechers for $9.4 billion, taking the publicly traded shoe brand private. According to the complaint, company executives and their advisers misled public shareholders to force an unfairly low buyout price while preserving lucrative financial benefits for company insiders.
The plaintiff, SM Merger/Arbitrage L.P., alleges that the defendants published misleading statements, hid material facts, and manipulated internal financial projections. The lawsuit claims these actions were intended to deflate the value of Skechers Class A common stock, making the private buyout less expensive for the buyer while hurting public investors.
As part of this alleged plan, the complaint claims company leadership publicly cited trade tensions and potential tariffs between the United States and China to drag down the share price. Internally, however, company leaders allegedly viewed the potential impact of those tariffs as minimal or even advantageous. The lawsuit also claims financial adviser Greenhill & Co. knowingly used deflated financial forecasts to conduct its fairness evaluation of the transaction.
Source: Courthouse News Service
According to the complaint, the core purpose of the transaction was to acquire minority shares at an artificially depressed rate of $63 per share. Meanwhile, the lawsuit alleges that the company’s founding family secured a separate, far more profitable arrangement.
Under the alternate deal structure, the founding executives allegedly accepted $57 per share in cash plus one equity unit per share in the new private business entity. With an expected capital contribution of $29 per unit, that package had a nominal value of $86 per share. The complaint states this structure allowed the founders to collect more than $1 billion in cash while maintaining ownership by rolling over more than 18 million shares into the new private entity.
The proposed class action seeks to represent investors who owned or sold Skechers Class A common stock during the proposed class period running from April 24, 2025, through the acquisition closing on September 12, 2025. Everyday investors who held shares through retirement funds, brokerage accounts, or direct stock holdings during this window could be members of the proposed class if the court certifies it.
The plaintiff argues that misleading disclosures deprived public shareholders of accurate information about the actual value of their shares, causing them financial harm when their stock was bought out or sold at depressed prices. Skechers, which operated as a public company for nearly three decades before the transaction, declined to comment on the pending case.
Shareholders who suspect they experienced investment losses due to corporate misrepresentations or unfair buyout terms may benefit from consulting a securities litigation lawyer to review their legal rights and options.
The lawsuit challenges dual-track buyout structures that give corporate insiders equity rollovers while cashing out public shareholders at lower rates.
When companies allegedly use pessimistic forecasts to justify low takeover bids, public shareholders risk selling their shares below genuine market value.
Naming financial adviser Greenhill & Co. signals that courts may examine whether third-party fairness opinions relied on knowingly manipulated data.
Investors who held Skechers stock between April 24 and September 12, 2025, should locate account statements showing when and at what price shares were sold.
| Shareholder Group | Cash Payout | Equity in New Private Company | Nominal Total Value |
|---|---|---|---|
| Public Minority Shareholders | $63 per share | None | $63 per share |
| Founding Executives | $57 per share | 1 equity unit per share (over 18M shares) | $86 per share |
Source: Courthouse News Service
This article is general information based on Courthouse News Service and court or agency records available at publication time. It is not legal advice; laws and deadlines differ by state and by case. Published October 23, 2026.
Source: Courthouse News Service
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