On December 30, 2021, KTMC, on behalf of Lebanon County Employees' Retirement System and its co-plaintiff, 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. Plaintiffs’ allegations included 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.
On December 22, 2022, the Delaware Court of Chancery granted defendants’ motion to dismiss plaintiffs’ complaint. Plaintiffs appealed. On December 18, 2023, the Delaware Supreme Court agreed with plaintiffs and reversed the Chancery Court’s dismissal of this action. Following remand, the Company’s special litigation committee produced to plaintiffs more than 14 million pages of documents and deposition transcripts from other actions and government investigations concerning the Company’s opioid distribution.
On August 15, 2025, plaintiff stockholders and defendants jointly filed a stipulation to settle this long-running litigation 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.