PowerSchool Holdings, Inc. (Vista Equity Partners Management)
Case Caption: Michigan Electrical Employees’ Pension Fund, et al., v. Vista Equity Partners Management, LLC, et al.
Case Number: 2025-0305-LWW
Court: Court of Chancery of the State of Delaware
Plaintiffs: Michigan Electrical Employees’ Pension Fund and Glazer Capital, LLC
Defendants: Vista Equity Partners Management, LLC, VEP Group, LLC, Onex Corporation, Laurence Goldberg, Monti S. Saroya, Hardeep Gulati, Zach Levitt, Judy Cotte, Betty Hung, and Gwen Reinke
On behalf of the above-named Plaintiffs and a class of former minority stockholders of PowerSchool Holdings, Inc. (“PowerSchool”), KTMC filed litigation challenging the 2024 take-private acquisition (the “Acquisition”) of PowerSchool Holdings, Inc. (“PowerSchool”) by Bain Capital Private Equity, LP (“Bain”). Plaintiffs alleged that Defendants Vista Equity Partners Management, LLC and VEP Group, LLC (together, “Vista”) and Onex Corporation (“Onex”) were controlling stockholders of PowerSchool and that they breached their fiduciary duties to PowerSchool’s minority stockholders by causing PowerSchool to be sold to Bain at an unfair price. Plaintiffs claimed that the above-named Defendants who sat on PowerSchool’s board of directors (the “Director Defendants”) also breached their fiduciary duties by negotiating the Acquisition to benefit Vista and Onex. In so doing, Plaintiffs alleged serious flaws in the sale process preceding the Acquisition, including that: (i) the purportedly “independent” special committee was belatedly formed and advised by a banker with significant conflicts of interest; (ii) PowerSchool’s management, PowerSchool’s conflicted advisors, and director representatives of Vista and Onex continued to lead the sale process even after the special committee’s belated formation; (iii) Defendants gave Bain preferential treatment, including timing and informational advantages, as well as the exclusive opportunity, denied to other potential acquirers, to incorporate roll-over financing into its proposals; and (iv) the Acquisition was not subjected to the approval of PowerSchool’s minority stockholders.
Plaintiffs filed their class action complaint on March 20, 2025, and Defendants filed answers on June 2, 2025. A class of former PowerSchool stockholders was certified on February 16, 2026.
On May 22, 2026, the parties agreed to settle Plaintiffs’ claims for $26.5 million. On July 31, 2026, the Court ordered notice of the proposed Settlement be disseminated to the Class and scheduled a Settlement Hearing for November 9, 2026, at 3:15 p.m., at the Leonard L. Williams Justice Center, 500 N. King Street, Wilmington, Delaware 19801.
If you are a Class Member, you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members include former record holders and beneficial owners of PowerSchool common stock as of the October 1, 2024 closing of the transaction who received $22.80 per share in cash in exchange for their shares of PowerSchool common stock. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. If you are eligible for a distribution from the Settlement, it will be paid to you directly.
To learn more about the Settlement including questions about whether you qualify as a Class Member, please contact the claims administrator, AB Data, Ltd. at 877-777-9248 or [email protected]. You can also visit the Settlement website at PowerSchoolStockholdersLitigation.com.
Read Settlement Notice Here or Download PDF Here.
KTMC’s case team includes J. Daniel Albert, Matthew Benedict, and Lauren Lummus.