Taken from someone who is a lawyer and knows more about this than I do (because I was genuinely curious):
"First, this type of lawsuit is 100% expected from Disney and Fox. If you’re selling a public company, you’re going to get sued. Most corporate lawyers look at these as nuisance lawsuits - some law firm sues threatening to hold up the deal, plaintiffs get a few extra bucks, plaintiff law firm collects a fee and the deal goes through. I’m sure plaintiffs lawyers would say they’re protecting stockholders from large corporations, but I think most M&A lawyers think they’re just abusive ransom.
Anyways, there are two main ways to sue. One is to sue after the deal goes through and say the price was too low. These are tough to win, take a long time, cost a TON of money, and Disney and Fox will have investment bankers who have market checked the hell out of this price. Not a great path forward for a plaintiff. Plus, Delaware courts can actually give you a lower price per share than the deal price. Plus, after your lawyers and banker fees, it’s an even worse deal.
The other way, and the way 99% of these suits play out, is to challenge the disclosure. The SEC has all types of rules about what needs to be disclosed, and fairness opinions issued by the bankers (Goldman here) have tons of court cases covering what needs to be included. Some plaintiffs lawyer will either find a tiny technical mistake (or if they can’t find one, just argue one exists) and say the deal needs to be held up.
In reality, this will likely settle for a few bucks, everyone goes home happy or mildly annoyed, and the deal will go through."
