Dun & Bradstreet Holdings, Inc. (NYSE: DNB) Securities Fraud Class Action

The Dun & Bradstreet Holdings, Inc. securities fraud class action lawsuit was filed on behalf of Dun & Bradstreet Holdings, Inc. (“D&B”) (NYSE: DNB) investors who (1) sold shares of D&B common stock between May 13, 2025 and August 26, 2025, inclusive (the “Class Period”); (2) exchanged shares of D&B common stock related to the March 23, 2025 agreement in which D&B agreed to be acquired by affiliates of Clearlake Capital Group, L.P. (the “Merger”); and/or (3) held shares of D&B common stock as of the May 9, 2025 record date for the special meeting of stockholders whose shares were voted on, or entitled to vote on, the Merger. Captioned FNY Partners Fund LP and FNY Managed Accounts, LLC v. Dun & Bradstreet Holdings, Inc., No. 26-cv-26258 (S.D. Fla.), the D&B class action lawsuit alleges that D&B and/or certain of its officers and/or directors violated federal securities laws by making false or misleading statements and/or omitted to disclose material information.

If you lost money as a result of your D&B investment and want to find out more about this action and your rights, fill out the form on this page or contact attorney Jonathan Naji, Esq. of KTMC by calling (484) 270-1453 or via e-mail at [email protected]. 

COMPLAINT ALLEGATION SUMMARY:
D&B was founded as a network of correspondents that provided consistent credit information to help American merchants make decisions. Today, the company operates in 195 countries and owns the world’s largest database of commercial information, covering more than 550 million businesses worldwide. On or about March 23, 2025, D&B agreed to be acquired by affiliates of Clearlake Capital Group, L.P. (“Clearlake”) for $9.15 per share in cash.

To obtain the stockholder approval required to consummate the Merger, D&B issued a definitive proxy statement on May 13, 2025 (the “Proxy”). D&B stockholders voted to approve the Merger on June 12, 2025, and the Merger closed on August 26, 2025.

The complaint alleges that, in the Proxy, Defendants made materially false and/or misleading statements, as well as failed to disclose material facts about the company’s business, operations, and prospects. Specifically, Defendants misrepresented and/or failed to disclose that: (1) the sale was engineered by Defendant William P. Foley II, the company’s Executive Chairman, to relieve an acute liquidity crisis at D&B’s largest stockholder, Cannae Holdings, Inc. (“Cannae”)—which Foley also chaired—and to defeat an activist proxy contest that threatened Foley’s control of Cannae; (2) there were multiple bidders who offered to acquire D&B for more than $9.15 per share and that Clearlake itself had previously offered to purchase D&B for $12.00 per share; (3) Bank of America had proposed several alternatives to the sale of D&B as a whole, including the spin-off of one of its business segments that resulted in valuations well above the Merger price; (4) D&B’s Board of Directors did not review and approve the downward revision to the company’s financial projections on which Bank of America’s fairness opinion depended; (5) the Proxy failed to disclose ties between Foley and the financial and legal advisors to certain members of the Board; and (6) as a result of the foregoing, Defendants’ statements about the company’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.

In reliance on the materially misleading Proxy, investors sold D&B shares and/or exchanged them in the merger at prices that did not reflect D&B’s true value, in turn forfeiting their statutory appraisal and litigation rights.

THE LEAD PLAINTIFF PROCESS:
The Private Securities Litigation Reform Act of 1995 permits any investor who sold, held, or exchanged D&B common stock during the Class Period to seek appointment as lead plaintiff in the D&B class action lawsuit. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Filling out the online form above or communicating with any counsel is not necessary to participate or share in any recovery achieved in this case. Any member of the purported class may move the court to serve as a lead plaintiff through counsel of his/her choice, or may choose to do nothing and remain an inactive class member.

ABOUT KESSLER TOPAZ MELTZER & CHECK, LLP:
Kessler Topaz Meltzer & Check, LLP (KTMC) is a leading U.S. plaintiff-side law firm focused on securities-fraud class actions and global investor protection. The firm represents individual investors as well as institutions, such as major pension funds, asset managers, and international investors. KTMC has led some of the largest recoveries in securities litigation and has been recognized by peers and the legal media with numerous accolades, including being recognized in Chambers & Partners USA 2026 as a Band 1 Top Firm in Securities and Class Actions, Legal 500’s Tier 1 Rankings for Securities and M&A Litigation, The National Law Journal’s Plaintiff’s Hot List and Trailblazers in Plaintiffs’ Law, BTI Consulting Group’s Honor Roll of Most Feared Law Firms, The Legal Intelligencer’s Class Action Firm of the Year, Lawdragon’s Leading Plaintiff Financial Lawyers, and Law360’s Titans of the Plaintiffs Bar. The firm operates globally with offices in Pennsylvania and California. KTMC has recovered over $25 billion for our clients and the classes they represent.