Private equity firm Clayton Dubilier & Rice LLC (CD&R), along with affiliated companies and partners, has agreed to pay $70 million to settle a lawsuit filed by shareholders of animal health company Covetrus Inc. in Delaware’s Court of Chancery. The shareholders accused CD&R of failing to disclose critical information when partnering with another private equity firm, TPG Capital, to acquire Covetrus in 2022.
According to court filings, the settlement follows a mediator’s recommendation reached in November 2025 and would resolve claims not only against CD&R but also against its partners, Ravi Sachdev and Sandra Peterson, along with related affiliated companies. At the time of the acquisition, CD&R held approximately 24% of Covetrus’ stock and controlled two seats on the company’s board.
Shareholders alleged that CD&R initially received confidential due diligence materials in August 2021 when Covetrus indicated it was not for sale. Despite this, the private equity firm later joined forces with TPG Capital, resulting in a reduction of the purchase price from earlier valuations. Investors claimed this move misled shareholders and failed to provide full transparency during the acquisition process.
The complaint also targeted Covetrus’ then-CEO, Benjamin Wolin, who was accused of providing unauthorized due diligence information to CD&R while anticipating significant compensation once the take-private deal was completed. Wolin, however, was dismissed from the lawsuit in October 2024.
Legal representatives for the shareholders indicated they intend to request up to 21% of the settlement fund, totaling approximately $14.7 million, in attorneys’ fees. Representatives for CD&R and affiliated parties did not immediately respond to requests for comment.
The $4 billion Covetrus acquisition has drawn attention in the financial and legal communities due to concerns over shareholder rights, corporate governance, and transparency in private equity transactions. The settlement provides closure for shareholders alleging misrepresentation and nondisclosure during the deal.
The case is officially cited as Bucks County Employees’ Retirement System et al. v. Clayton Dubilier & Rice LLC et al., case number 2023-1151, pending in the Delaware Court of Chancery. The settlement, once approved by the court, will resolve all claims against CD&R and its affiliates related to the Covetrus acquisition.
