Affiliates of billionaire businessman Bill Foley, best known as chairman of
The pension fund leading the lawsuit sought court approval for the settlement Friday, saying it’s actually worth $15 million to $19 million thanks to savings from the restructured side deal with a management entity run by Foley. The fund’s court filing, citing those figures, seeks $4.85 million in legal fees, or roughly 81% of the agreement’s cash component.
Because the case is a shareholder derivative action—technically filed by an investor on Cannae’s behalf— the settlement will be paid into the company’s coffers by Foley, his affiliates, other members of Cannae’s board and management, and their insurers. Foley, a prolific dealmaker, owns the NHL’s Las Vegas Golden Knights and two major European soccer teams—AFC Bournemouth of England’s Premier League and FC Lorient of France’s Ligue 1.
The lawsuit in Delaware’s Chancery Court was filed in 2020 by the Oklahoma Firefighters Pension & Retirement System, which holds stock in Cannae, an investment firm founded by Foley that trades on the New York Stock Exchange. It accused him and a “pliant board” of using the Trump administration’s changes to the tax code as a “fig leaf” to justify lifting executive pay limits.
They then externalized management functions to Foley-run Trasimene Capital Management LLC to avoid stockholder scrutiny, the suit said. It criticized Foley for “a longstanding of systematic pattern of self-dealing,” an apparent reference to other investor lawsuits. One of those cases—challenging a merger between Fidelity National and a second Foley company—settled for $20 million in 2022.
The Cannae settlement was negotiated between the company, Foley affiliates, and a special litigation committee set up by the board, according to court filings. The agreement was originally filed to the case docket in March, but the size of the legal fee request wasn’t disclosed until Friday.
The deal also includes governance changes, such as a new oversight committee devoted to policing related-party transactions, according to the pension fund’s court filing. The motion asks Chancellor Kathaleen St. J. McCormick, the Chancery Court’s chief judge, to approve the agreement.
The pension fund is represented by Labaton Sucharow LLP and Friedman Oster & Tejtel PLLC. Foley and his affiliates, including Trasimene and other company leaders, are represented by Ross Aronstam & Moritz LLP and Weil, Gotshal & Manges LLP. The special committee is represented by Morris Nichols Arsht & Tunnell LLP.
The case is Okla. Firefighters Pension & Ret. Sys. v. Foley, Del. Ch., No. 2020-0801, motion for approval filed 5/5/23.
