A proposed securities class action accuses Skechers U.S.A., Inc. executives and deal participants of pushing down the company’s share price before 3G Capital acquired the footwear maker for $63 a share in 2025.
The complaint was filed Oct. 21, 2026, in the U.S. District Court for the Central District of California. Berger Montague announced the case Oct. 23 and says the complaint names Skechers founder and CEO Robert Greenberg, President Michael Greenberg, 3G Capital and financial adviser Greenhill & Co. The suit alleges they sought to buy unaffiliated shareholders’ stakes at an unfairly low price. The court has not ruled on the claims.
According to Berger Montague’s summary of the complaint, Skechers management lowered financial projections three times between April 23 and April 27, 2025, and withdrew its annual outlook on April 24. The complaint also alleges executives expected tariffs to have little effect or possibly help the business. Skechers publicly cited uncertainty over global trade policies when it withdrew guidance. Its first-quarter release reported sales of $2.4116 billion for the three months ended March 31, up 7.1% from a year earlier.
Skechers announced the acquisition on May 5, 2025. The company said 3G’s $63-per-share cash offer was 30% above the stock’s 15-day volume-weighted average price. Shareholders also had an alternative of $57 in cash and one unlisted, nontransferable equity unit, subject to restrictions and proration. In its SEC-filed merger statement, Skechers said the units’ fair market value had not been determined. Greenhill’s fairness opinion covered the cash offer; the board and independent committee did not obtain an opinion on the mixed option because the units’ value was too uncertain to assess reliably.
Skechers’ merger statement also says management updated its projections in April to reflect current business conditions, including trade policies. The board approved those projections April 30 and provided them to 3G on May 1. The acquisition closed Sept. 12, 2025, and Skechers shares stopped trading on the New York Stock Exchange that day.
Berger Montague’s summary further alleges that the Greenberg family received more than $1 billion in cash while keeping an economic interest through shares rolled into the deal, and that unaffiliated shareholders were underpaid. Those assertions remain unproven. The law firm describes the proposed class as investors who sold Skechers securities or received the $63 merger consideration from April 24 through Sept. 12, 2025. It says they may seek lead-plaintiff appointment by Dec. 21, 2026; the court has not certified a class.
