JPMorgan与Morgan Stanley因私募收购顾问角色被报道面临股东诉讼

Shareholders of publicly traded companies that were acquired by private equity firms have named JPMorgan Chase (JPM) and Morgan Stanley (MS) as defendants in lawsuits that allege they helped arrange deals that undervalued their shares, according to a media report on Monday.
In the cases, the suits allege that the banks helped arrange the sale of public companies to private equity firms, with which they did business, at prices that undervalued their shares, Bloomberg News reported, citing suits filed in Delaware Chancery Court.
The suits came after a recent change in corporate law provided protection to the target companies' directors from potential liability but didn't shield financial advisers, the report said. As such, the suits accuse the financial advisers of knowingly helping directors to violate their fiduciary duty.
Delaware law, where many U.S. companies are incorporated, was revised last year to make it more difficult to sue top officers and directors in insider deals. That shift made it more attractive for plaintiffs to target the banks rather than the acquired company's management and board.
Morgan Stanley (MS) and JPMorgan (JPM) have each faced two suits. Both have been able to get one dropped, Bloomberg said.
JPMorgan has asked a judge to dismiss a second case alleging it helped private equity company Hellman & Friedman sell its investment in Snap One Holdings at the expense of public shareholders. The bank contended that the transaction "bore all the hallmarks of a legitimate and well-executed sale process."
Meanwhile, Morgan Stanley faces a lawsuit for its role in the $1.5B buyout of Couchbase by private equity firm Haveli Investments.
Both financial advisers have denied wrongdoing in the court filings, Bloomberg reported, arguing that they assisted in running a fair process, weren't conflicted, and disclosed any business ties.
The largest U.S. banks, such as JPMorgan Chase (JPM) and Morgan Stanley (MS), have built extensive relationships with numerous private equity firms, increasing the likelihood that conflicts will arise. That also attracts the lawsuits alleging them of helping to run sale processes of public companies to buyout firms that they have had business relationships with, the report said.
Since the change of the Delaware law in 2025, at least five such suits have been filed, according to an analysis of court records by Bloomberg News. It's not yet clear which side of the suit is likely to prevail, as they're in early stages, the report said.