A shareholder of Skechers USA has filed a lawsuit against the footwear company, demanding more information about its planned $9.4 billion acquisition by private equity firm 3G Capital. The suit alleges that the decision by Skechers founder and controlling shareholder Robert Greenberg to pursue the deal raises “red flags.”
Filed Thursday in federal court in Los Angeles, the complaint claims that Greenberg and his family—who control approximately 60% of the company’s voting power—steered the sale exclusively toward 3G Capital without engaging in a competitive bidding process. This, the plaintiff argues, unfairly deprived minority shareholders of a chance to benefit from potentially better offers.
The lawsuit was brought by the Key West Police Officers & Firefighters Retirement Plan, a Florida-based shareholder, which argues the buyout should not proceed until Skechers files full and proper disclosures with the U.S. Securities and Exchange Commission (SEC) to help investors evaluate whether the deal is in their best interest.
Citing a Reuters report, the complaint notes that the sale came as a surprise to some analysts. Needham’s Tom Nikic described the deal as “very surprising,” given Skechers’ longstanding image as a family-run business. Sources indicated the Greenbergs bypassed a broader auction process due to longstanding ties with 3G Capital.
Headquartered in Manhattan Beach, California, Skechers is the third-largest footwear brand in the world, known primarily for its comfort-oriented sneakers. The company has declined to comment on the lawsuit, with spokesperson Jennifer Clay saying it does not discuss ongoing litigation.
Most large U.S. corporate mergers face legal challenges, particularly over disclosure issues. Such lawsuits often result in companies covering legal fees, with shareholders typically receiving minimal or no financial compensation.
According to a regulatory filing, Robert Greenberg, 85, could personally earn over $1 billion from the transaction, which is expected to close in the third quarter. The deal values Skechers at $63 per share in cash, about 20% below its 52-week high of $78.82, reached on January 30.
Like other footwear companies such as Nike, Skechers has been affected by U.S. trade policies, including tariffs imposed under former President Donald Trump. The company sources many of its products from China and withdrew its full-year financial forecast in April.
3G Capital, headquartered in Brazil, is known for aggressive cost-cutting at companies such as Kraft Heinz and Anheuser-Busch InBev.
The case is Key West Police Officers & Firefighters Retirement Plan v. Skechers USA Inc. et al, filed in the U.S. District Court for the Central District of California, Case No. 25-04863.
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