

On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s stockholders at a share price of $53.00 per share, a 52.8% premium over Viela’s share price at the time. The plaintiff alleged that AstraZeneca, by virtue of its 26.72% ownership stake, de facto blocking rights over certain actions and contractual support arrangements with Viela, was a controlling stockholder of Viela, and that AstraZeneca breached its fiduciary duties to Viela and Viela’s stockholders by “launching Viela into a rushed, single-bidder sale process” so that AstaZeneca could more easily complete the acquisition of a competitor to Viela.