Johnson Controls Inc. ("JCI") is an American Irish-domiciled multinational conglomerate that produces fire, HVAC, and security equipment for buildings.

According to the law firm press release, the Complaint alleges that in pursuing the merger, each of the Defendants have violated, and will continue to violate, applicable law by breaching and/or aiding and abetting the other Defendants’ breaches of their fiduciary duties of due care, disclosure, good faith, loyalty, and fair dealing and by engaging in other wrongful conduct under federal and Wisconsin statutory and common law.

The Complaint seeks to compel Defendants to comply with the Internal Revenue Code (“IRC”), to determine and disclose whether JCI or the JCI shareholders are to pay the merger-dependent taxes required by the IRC, and, if the latter, to require JCI to pay damages to those JCI shareholders forced to pay for JCI’s merger, and to disclose Defendants’ scheme to protect themselves from merger-related taxes by diluting JCI shareholders’ equity interest after the merger.

On November 14, 2016, the Court appointed Lead Plaintiffs and Counsel. Lead Plaintiffs filed an amended Complaint on February 15, 2017. Defendants filed a Motion to Dismiss the amended Complaint on April 3. On November 3, 2021, the Court issued an Order granting Defendants' Motion to Dismiss. The first two counts in the Complaint were dismissed with prejudice while remaining counts were dismissed without prejudice. Lead Plaintiffs filed a notice appealing the Court's Dismissal Order on December 1.

On November 28, 2023, the Court of Appeals affirmed the District Court's Dismissal of the case.