Crognale v. Fink

The defendants indicated that they would file a motion to transfer the action to the Southern District of New York. On March 9, 2026, the parties filed a stipulation and proposed order regarding the schedule for that motion.

A stockholder in BlackRock, Inc. (BlackRock) filed a stockholder derivative complaint in the federal district court for the Eastern District of Texas alleging that BlackRock directors breached their fiduciary duties by pursuing environmental goals rather than acting solely in stockholders’ financial interests. The complaint alleged that the directors authorized coordinated conduct with other institutional investors to use their ownership stakes in coal producers to suppress coal output and that these actions had exposed the company “to massive antirust liability and financial exposure,” including in an <a href="https://www.climatecasechart.com/collections/texas-v-blackrock-inc-_c94f1f">antitrust action</a> brought by Texas and 12 other states. The complaint also alleged that the directors deceived investors about the company’s ESG (environmental, social, and governance) practices and that the defendants failed to disclose that they were “motivated by nonfinancial, ideological goals that caused foreseeable financial and reputational harm” to BlackRock, including the divestment by state pension funds. In addition to asserting that the directors breached their fiduciary duties, the complaint also asserted that the directors violated Section 14(a) of the Securities Exchange Act of 1934 by failing to make disclosures in 2025 proxy materials regarding the BlackRock board’s allegedly inadequate risk oversight and regarding the alleged “conspiracy to unlawfully restrain trade and coerce a reduction in coal output,” including failure to disclose that BlackRock was a defendant in the states’ antitrust lawsuit. The complaint also asserted that the directors were unjustly enriched by their unlawful conduct. The complaint requested that damages be awarded to BlackRock and that the court direct BlackRock and the defendants take steps to improve corporate governance and internal procedures, award BlackRock restitution, and award the plaintiff attorney and expert fees and other costs.