On February 25, 2020, E&C filed a Class Action Complaint in the District of Delaware (the “Federal Court”) against Pattern Energy Group Inc. (“Pattern Energy”) and its directors and officers alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 based on the dissemination of a false and misleading Proxy Statement in connection with a merger (the “Merger”) on February 4, 2020 between Pattern Energy and Canada Pension Plan Investment Board (“CPPIB”).  The Proxy Statement filed in connection with the Merger failed to disclose to Pattern Energy shareholders how Riverstone Holdings LLC, its affiliates and certain officers of Pattern Energy allegedly used their control of Pattern Energy’s sister company, Pattern Development, and the Pattern Energy board to corrupt the sales process, co-opt the disclosure process, block Brookfield Renewable Partners L.P.’s superior bid and, ultimately, steer the sales process for Pattern Energy to Riverstone’s preferred purchaser, CPPIB.  E&C was appointed as Lead Counsel in the action pending in the Federal Court on March 23, 2020.

E&C filed a Second Amended Class Action Complaint (“SAC”) on March 29, 2021 that incorporated facts obtained from a motion challenging the confidential treatment information in the Court of Chancery for the State of Delaware (the “Chancery Court”).  Defendants moved to dismiss the SAC on April 30, 2021.  Judge Noreika eventually sustained all of the federal claims on March 30, 2022, after extensive briefing and an oral argument on the motion.

Following expedited discovery, including over 30 fact and expert depositions, and extensive preparation for trial that was scheduled for October 2023, on September 3, 2023, Lead Plaintiffs for the action pending in the Federal Court (hereafter, “Federal Lead Plaintiffs”) entered into a binding settlement term sheet with Defendants and the Lead Plaintiff the in the related action pending in the Chancery Court (collectively, the “Parties”), memorializing a global resolution of all claims brought in the Federal and Chancery Courts.

The Parties ultimately signed a Stipulation and Agreement of Settlement, Compromise, and Release, which was filed with the Federal and Chancery Courts on December 6, 2023.  At the same time, Federal Lead Plaintiffs submitted an unopposed motion for appointment as additional class representatives in the Chancery Court.  Judge Noreika entered an order on December 7, 2023, directing the Parties “to proceed with obtaining approval and administration of the Settlement through the Court of Chancery.”  On December 29, 2023, Vice Chancellor Zurn issued a Scheduling Order in the Chancery Court governing the procedures for effecting notice to members of the settlement class and setting a hearing in the Court of Chancery on May 3, 2024 at 1:30 p.m. ET.  On January 8, 2024, Vice Chancellor Zurn approved the Federal Lead Plaintiffs’ motion for appointment as additional class representatives in the Chancery Court.  The Parties are working cooperatively to effectuate notice to the class pursuant to the Courts’ orders.

To view the relevant documents in this matter, please use the following links:

• Second Consolidated Amended Class Action Complaint, dated March 29, 2021
• Memorandum Opinion Adopting Magistrate Hall’s Report and Recommendation on the Motions to Dismiss the Second Consolidated Amended Class Action Complaint, dated March 30, 2022
• Stipulation and Agreement of Settlement, Compromise, and Release, dated December 6, 2023
• Order Governing Settlement Notices and Related Procedures, dated December 7, 2023
• Scheduling Order, dated December 29, 2023
• Order Granting Federal Class Representatives’ Agreed Upon and Unopposed Motion to Appoint Additional Class Representatives and Class Counsel Pursuant to Global Settlement Agreement, dated January 8, 2024