Simpson Thacher Defeats Preliminary Injunction in Merger-Related Dispute
05.07.25
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On May 6, 2025, Simpson Thacher secured a win for client El Puerto de Liverpool (“Liverpool”), a large Mexican retailer, in a dispute surrounding Liverpool’s participation in Nordstrom’s announced going-private merger. Plaintiff Eric Gilbert filed a motion for a preliminary injunction on April 18, 2025, seeking to enjoin the pending vote on the merger and the merger itself from closing, arguing that Liverpool and other members of the proposed buyer’s group had inadvertently tripped Washington’s Anti-Takeover statute in a manner that would render the merger “void” if completed without an unaffiliated two-thirds majority vote of the outstanding shares. In their oppositions, Defendants argued that Washington’s Anti-Takeover statute had not been triggered, Plaintiff could not establish irreparable harm, and the balance of equities weighed against the preliminary injunction. On May 6, 2025, the Honorable Judge John H. Chun of the Western District of Washington denied Plaintiff’s motion in a precedent-setting opinion, finding for the first time that Washington’s Anti-Takeover statute allowed for implicit board approval of the group, and that Plaintiff had therefore not shown a likelihood of success of the merits of his claim that Defendants had triggered the Washington Anti-Takeover statute such that it would render the merger void. Judge Chun also found that the balance of harms tipped against the preliminary injunction.
The Simpson Thacher team included Steve Blake, Eric McCaffree, Camille Boler and Won Ki Lee.