Cornerstone Research supported multiple experts in In re Santander Consumer USA Holdings Inc. Stockholders’ Litigation, a breach of fiduciary duty litigation in the Delaware Court of Chancery.
Retained by Wachtell, Lipton, Rosen & Katz on behalf of Defendants
The plaintiffs, a class of Santander Consumer USA (SCUSA) minority stockholders, claimed breaches of fiduciary duty by Santander Holdings USA, a wholly owned subsidiary of Banco Santander. Plaintiffs’ claims stemmed from a transaction in which Santander Holdings acquired all outstanding publicly traded shares of SCUSA it did not already own, resulting in SCUSA becoming a wholly owned subsidiary of Santander Holdings.
Plaintiffs alleged that the price paid in the transaction vastly undervalued SCUSA and was unfair to minority stockholders. According to Plaintiffs, the transaction price failed to account for favorable credit trends arising from government stimulus in response to the COVID-19 pandemic that was responsible for both increased consumer loan demand and decreased defaults. Plaintiffs further alleged that SCUSA held excess loan loss provisions that they claimed represented a source of value to stockholders that likewise were not appropriately accounted for in the transaction price.
Cornerstone Research supported multiple experts in this matter.
- Philipp Schnabl of New York University analyzed market evidence of SCUSA’s valuation and performed valuation analyses assessing the premium paid in the transaction and whether the transaction price accounted for SCUSA’s intrinsic value in light of Plaintiffs’ allegations and taking into account the unique considerations present when valuing a financial institution subject to regulatory capital adequacy requirements.
- A financial economist analyzed consumer finance and macroeconomic trends impacting car loan demand, associated credit defaults, and future outlook in light of impacts of pandemic-related stimulus subsiding and increasing concern about inflation.
- John Coates of Harvard Law School rebutted Plaintiffs expert’s claims regarding minority protections and negotiations in freezeout transactions. Mr. Coates analyzed the prevalence of various minority protections, the relevance of synergies from the perspective of minority shareholders, and the application of negotiation theory by Plaintiffs’ expert.
- Harold Schroeder of New York University rebutted Plaintiffs expert’s opinions regarding the appropriateness of SCUSA’s allowance for credit losses (ACL). Mr. Schroeder analyzed relevant aspects of SCUSA’s U.S. GAAP-based financial accounting and reporting, including the reasonableness of the process used to arrive at SCUSA’s ACL.
The matter settled days before trial at the Delaware Court of Chancery.