AbbVie Inc. has secured a decisive legal win as the Illinois Appellate Court upheld the dismissal of a shareholder class action lawsuit challenging the company’s issuance of shares following its 2020 acquisition of Allergan plc.
The case, brought by plaintiff Stephen Twigg on behalf of former U.S.-based Allergan shareholders, alleged that AbbVie improperly issued unregistered shares as part of the $63 billion merger. However, the appellate panel ruled that the shares were properly exempt under Section 3(a)(10) of the Securities Act of 1933.
Justice LeRoy K. Martin Jr., writing for the three-judge panel, affirmed that the trial court acted appropriately in dismissing the case. The court found that the fairness hearing—held before Ireland’s High Court—met all statutory requirements, and that U.S.-based shareholders had the right and opportunity to be represented, despite pandemic-related travel restrictions.
“The statute does not specify that the right to appear includes the right to be physically present,” the panel stated. “Meaningful alternatives, including virtual participation, were available.”
Twigg also argued that AbbVie failed to disclose objections from two dissenting Federal Trade Commission commissioners during the hearing. The panel, however, dismissed this claim, noting that the FTC comments were public and did not impact the fairness or value of the share exchange.
In a further blow to the plaintiff’s case, the court concluded that Twigg had not demonstrated any actual injury. On the contrary, the AbbVie shares he received had appreciated in value by approximately $30 per share, meaning that any reversal of the transaction would result in financial loss.
“This ruling reflects the court’s clear understanding of the legal and financial integrity behind the transaction,” said a spokesperson familiar with the case. “AbbVie acted in compliance with securities regulations, and shareholders benefited from the merger.”
The decision represents a critical milestone in closing the chapter on merger-related litigation. AbbVie Allergan shareholder lawsuit victory upheld now stands as a precedent for similar securities claims involving international fairness hearings.
The case is Stephen Twigg v. AbbVie Inc. et al., Case No. 1-22-1581, in the Appellate Court of Illinois, First District.
