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ARTICLE · 06 JULY 2026

Chancery Dismisses KnowBe4 Stockholder Challenge: No Control Group, And A Cleansing Vote

Pierson Ferdinand LLP
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A recurring question in deal litigation is when a handful of large investors who roll over their equity in a take-private become a “control group” subject to entire fairness review.

United StatesLitigation, Mediation & Arbitration
Carl Neff
Carl Neff

A recurring question in deal litigation is when a handful of large investors who roll over their equity in a take-private become a “control group” subject to entire fairness review. In Le Clair v. KnowBe4, Inc., C.A. No. 2024-1143-KSJM (Del. Ch. May 27, 2026), Chancellor Kathaleen St. J. McCormick answered that question against the plaintiffs and dismissed a stockholder class action arising out of the 2023 acquisition of KnowBe4, Inc. The opinion is a useful refresher on two doctrines that frequently decide whether merger claims survive a motion to dismiss: the pleading standard for a stockholder control group, and the cleansing effect of a fully informed, uncoerced stockholder vote.

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