Did You Sell, Exchange, or Hold Dun & Bradstreet (DNB) Stock in Connection with the Clearlake Merger?
A securities class action has been filed on behalf of former stockholders of Dun & Bradstreet Holdings, Inc. (“D&B” or the “Company”), whose common stock traded on the NYSE under ticker symbol DNB until the merger closed, concerning its $9.15-per-share acquisition by affiliates of Clearlake Capital Group, L.P.
The proposed class includes D&B stockholders who:
- Sold D&B common stock in the open market from May 13, 2025 through August 26, 2025, inclusive;
- Exchanged D&B common stock into the merger; and/or
- Held D&B common stock as of the May 9, 2025 record date for the special meeting of stockholders and whose shares were voted on, or entitled to vote on, the merger.
The action is captioned FNY Partners Fund LP, et al. v. Ammerman, et al., Case No. 1:26-cv-26258-CMA, and was filed on September 10, 2026 in the U.S. District Court for the Southern District of Florida.
What Does the Complaint Allege?
The complaint alleges that D&B’s May 13, 2025 proxy statement was materially false and misleading. Among other things, the complaint alleges that the proxy statement:
- Concealed the true genesis of the sale, including Carronade Capital Management’s activist campaign against Cannae Holdings, Inc., the pending proxy contest at Cannae, and William P. Foley II’s alleged plan to sell D&B to return capital to Cannae and its stockholders;
- Omitted Bank of America valuations of alternatives to a whole-company sale that the complaint alleges were superior to the $9.15 merger price;
- Falsely stated that D&B’s Board reviewed and approved the downward revisions to the Company’s financial projections; and
- Failed to disclose alleged conflicts involving D&B’s financial and legal advisors, including longstanding ties between William P. Foley II and Bank of America’s lead banker and attorney, as well as D&B’s outside legal counsel at Weil, Gotshal & Manges LLP.
The $9.15 Merger Price
According to the complaint, the $9.15 merger price was 24% below the $12.00-per-share price Clearlake had offered in November 2024 and 33% below the $12.13-per-share analyst consensus price target that prevailed until news of the deal leaked.
The complaint also alleges that Bank of America valued certain alternatives above the $9.15 merger price, including $11.35 per share for a Reverse Morris Trust, an $11.26-per-share midpoint for a tax-free separation, and a $10.28-per-share midpoint for a “RemainCo” following a segment sale.
November 10, 2026 Lead Plaintiff Deadline
The deadline to seek appointment as lead plaintiff is November 10, 2026. You do not need to seek appointment as lead plaintiff to remain a member of the proposed class.
D&B Investors: Contact Kehoe Law Firm
If you sold D&B common stock in the open market from May 13, 2025 through August 26, 2025, inclusive; exchanged D&B common stock into the merger; and/or held D&B common stock as of the May 9, 2025 record date for the special meeting of stockholders and your shares were voted on, or entitled to vote on, the merger, you are encouraged to complete Kehoe Law Firm’s confidential Stockholder Information Request Form or send us a message to discuss your potential legal rights.
For a free, no-obligation legal evaluation, contact:
Michael Yarnoff, Esq.
(215) 792-6676, Ext. 804
[email protected]
[email protected]
About Kehoe Law Firm, P.C.
Kehoe Law Firm, P.C. is a nationally recognized, plaintiff-side class action law firm representing investors, consumers, and employees in matters involving securities fraud, corporate misconduct, mergers and acquisitions, antitrust violations, whistleblower claims, data breaches, consumer fraud, employment law violations, and retirement-plan mismanagement. Its attorneys have served as lead or co-lead counsel in major securities cases, recovering more than $10 billion for institutional and individual investors.
Kehoe Law Firm’s class action legal services are provided on a contingency-fee basis, meaning plaintiffs are not responsible for attorneys’ fees or litigation expenses. Any request for attorneys’ fees and expenses will be subject to court approval.
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