On December 30, 2021, plaintiffs filed a shareholder derivative action against AmerisourceBergen Corporation (now known as Cencora, Inc.) (the “Company”) and the Company’s directors and officers for their role in the United States’ opioid epidemic. The plaintiff shareholders’ action alleged that the Company’s directors and officers caused or permitted the Company to abandon its opioid anti-diversion obligations and violate laws regulating distribution of controlled substances. Plaintiffs’ complaint was supported by thousands of pages of internal corporate documents that plaintiffs were awarded in 2020 after litigating an 8 Del. C. § 220 books and records demand through trial and appeal (the “Section 220 Action”).
On December 22, 2022, the Delaware Court of Chancery granted defendants’ motion to dismiss plaintiffs’ complaint, despite finding that plaintiffs had pled viable claims against the Company’s directors for breaching their corporate oversight duties, and observing that the Company’s directors “did not just see red flags; they were wrapped in them.” Notwithstanding these findings, the Chancery Court dismissed plaintiffs’ claims based on a federal court decision that found that certain of the Company’s actions did not rise to the level of a public nuisance in West Virginia. Plaintiffs subsequently appealed, arguing, inter alia, that the Chancery Court took improper judicial notice of the West Virginia decision to dismiss plaintiffs’ otherwise well-pled derivative claims.
On December 18, 2023, the Delaware Supreme Court agreed with plaintiffs and reversed the Chancery Court’s dismissal of this action. In reversing, the Delaware Supreme Court found that the Chancery Court’s dismissal represented a “departure from the principles” of judicial notice. The Supreme Court also recognized that “the inference drawn by the Court of Chancery that the defendants were aware for years of the deficiencies in the Company’s controls but consciously chose not to address them, was, if not the only inference, at least a reasonable one.”
After being remanded, this litigation was stayed on March 4, 2024 to allow a special litigation committee (“SLC”) of Company directors to investigate the plaintiff stockholders’ claims. During the stay, the SLC produced to plaintiffs more than 100,000 documents and deposition transcripts—totaling more than 14 million pages—that had been provided or produced by the Company in connection with other actions and government investigations concerning the Company’s opioid distribution. Plaintiffs also reviewed certain additional Company books and records that were made available for in-person inspection at the offices of the SLC’s counsel. This information, on top of the more than 26,000 pages of books and records produced in the preceding Section 220 Action, enabled plaintiff stockholders to make an informed assessment of the value of their claims against the risks of continued litigation.
On August 15, 2025, plaintiff stockholders and defendants jointly filed a stipulation to settle this long-running litigation. Pursuant to the terms of the stipulation, plaintiffs agreed to settle their derivative claims in exchange for a $111,250,000.00 cash payment for the benefit of the Company (the “Proposed Settlement”). The Delaware Court of Chancery will hold a hearing to determine whether to approve the Proposed Settlement on November 13, 2025 at 3:15 p.m. at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801.
KTMC’s case team includes Eric Zagar and Lauren Lummus.
Read August 19, 2025 Scheduling Order [Granted with Modifications] Here
Read August 15, 2025 Stipulation and Agreement of Settlement [with Exhibits] Here
Read January 5, 2022 Verified Stockholder Derivative Complaint [Public Version] Here
Read December 18, 2023 Supreme Court of the State of Delaware Opinion Here
Read December 22, 2022 Court of Chancery of the State of Delaware Memorandum Opinion Here