$83.75M TerraForm Power Stockholder Settlement, Did You Own TERP Shares When Brookfield Took Over? Your Payment Is Coming Automatically

The TerraForm Power merger stockholder settlement is a Delaware breach of fiduciary duty class action where eligible TERP shareholders will receive a pro-rata cash payment without filing any claim form. Brookfield Asset Management, Inc. and related defendants agreed to pay $83,750,000 in cash to resolve allegations that they exploited their control over TerraForm Power, Inc. to push through the July 2020 merger at an unfairly low price and misled shareholders through a deficient proxy statement. The case, In re TerraForm Power, Inc. Merger Stockholders Litigation, C.A. No. 2022-0097-KSJM, is pending in the Court of Chancery of the State of Delaware before The Honorable Kathaleen St. J. McCormick, Chancellor, and the final approval hearing is set for June 22, 2026.

Settlement at a Glance — In re TerraForm Power Merger, C.A. No. 2022-0097-KSJM

Field	Detail
Settlement Amount	$83,750,000
Claim Form Required	No — eligible shareholders receive payment automatically
Who Qualifies	Record and beneficial holders of TERP Class A common stock whose shares were exchanged for BEPC shares or BEP units upon the merger closing on July 31, 2020
Payout Per Person	Pro-rata per eligible share — exact per-share recovery = Net Settlement Fund ÷ total eligible shares (approx. 86,225,514 shares in class)
Objection Deadline	June 5, 2026
Settlement Status	Preliminarily Approved — Final Hearing June 22, 2026
Settlement Administrator	Angeion Group — (844) 933-4288 — [email protected]
Official Website	www.TerraFormStockholderLitigation.com
Last Updated	May 12, 2026

Where This Case Stands Right Now

• The Court of Chancery of the State of Delaware issued its Scheduling Order on March 18, 2026, directing notice to class members and setting the settlement hearing date.
• This is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2) — class members cannot exclude themselves from the settlement.
• The final Settlement Hearing is scheduled for June 22, 2026, at 1:30 p.m. before Chancellor McCormick at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 (or remotely, at the Court’s discretion).
• If the court grants final approval, payments will flow automatically through the same brokerage channels used to deliver the original merger consideration — no separate action required by eligible shareholders.

What Is the TerraForm Power Lawsuit About? In re TerraForm Power, Inc. Merger Stockholders Litigation, C.A. No. 2022-0097-KSJM

TerraForm Power, Inc. (NASDAQ: TERP) was a publicly traded renewable energy yieldco that owned and operated solar and wind projects across the United States and internationally. Brookfield Asset Management, Inc. and its affiliates became TERP’s majority stockholder in March 2017, gaining the right to appoint TERP’s CEO, CFO, and General Counsel, and to nominate four of the seven board seats. In January 2020, Brookfield’s affiliate Brookfield Renewable Partners, L.P. (BEP) made an all-stock proposal to acquire TERP’s remaining public shares — the merger that sits at the center of this lawsuit.

The merger closed on July 31, 2020. Each public TERP stockholder received 0.381 of a BEPC exchangeable share or 0.381 of a BEP unit for each TERP share they held. Plaintiffs — led by the City of Dearborn Police and Fire Revised Retirement System — filed this action in January 2022, alleging that Brookfield, as both the buyer and TERP’s controlling majority stockholder, stood on both sides of the transaction and used that control to push through a merger at an unfairly low price. The lawsuit specifically alleged that TERP’s proxy statement filed with the SEC failed to disclose certain potential conflicts of interest and management fees Brookfield expected to receive as a result of the merger — a finding the Delaware Supreme Court agreed with on March 25, 2024, when it reversed the lower court’s dismissal of the case.

The litigation was fiercely contested. Plaintiffs reviewed more than 279,682 documents totaling approximately 1,713,040 pages, took 13 fact depositions, and engaged in multiple rounds of expert reports before both sides participated in two mediation sessions before the Honorable Layn R. Phillips (Ret.) — a former federal judge who serves as a leading commercial mediator. After the second session on November 14, 2025, the mediator issued a double-blind settlement recommendation, which both sides accepted the following day. The $83,750,000 payment comes from Brookfield’s insurance carriers on behalf of the defendants — Brookfield, BIF, Orion, Orion 1, BEP, BEPC, and several named TERP directors and officers — who deny all wrongdoing.

Related article: $725K LA Financial Federal Credit Union Data Breach Settlement, Were Your Social Security Number and Financial Data Exposed? Here Is How to Claim Up to $5,100 Before August 5

This is one of the largest Delaware Chancery Court breach of fiduciary duty settlements in recent years. If you are following similar stockholder governance disputes, the Forward Air $28 million stockholder settlement involved comparable allegations of a controlling party using a merger structure to disadvantage minority shareholders.

Who Qualifies for the TerraForm Power Merger Settlement?

The class definition in this case is specific and turns on a single date: July 31, 2020 — the day the TERP-Brookfield merger closed. Here is how to know if you are covered by this class action settlement eligibility:

You may qualify if:

• You held TerraForm Power Class A common stock (NASDAQ: TERP) as a record holder or beneficial owner at the time the merger closed on July 31, 2020
• Your TERP shares were exchanged for either Class A shares of Brookfield Renewable Corporation (BEPC) or limited partnership units of Brookfield Renewable Partners, L.P. (BEP) as merger consideration
• You purchased TERP shares on or before July 31, 2020, but had not yet settled (received) those shares by the closing date — those “non-settled shares” are also treated as eligible
• You are a legal representative, heir, successor, or transferee of a qualifying TERP holder
• You held shares through a brokerage account — your broker received the merger consideration on your behalf and will receive your settlement payment the same way

You do NOT qualify if:

• You are a named defendant — including Brookfield, BIF, Orion, Orion 1, BEP, BEPC, and named TERP directors Harry Goldgut, Brian Lawson, Richard Legault, Sachin Shah, and John Stinebaugh
• You are a member of the Special Committee that approved the merger (Christian S. Fong, Mark McFarland, Carolyn Burke) or their affiliated entities
• You are a member of the immediate family of any of the above excluded persons
• You sold your TERP shares before the July 31, 2020 closing and therefore did not receive the merger consideration

Critical note on opt-outs: This is a non-opt-out class. Unlike most settlements, you cannot exclude yourself. Every eligible class member is bound by the settlement and release of claims — whether or not you take any action.

How Much Can You Get from the TerraForm Power Settlement?

The $83,750,000 settlement payment will be placed into an interest-bearing escrow account and will grow with interest until distribution. Before class members receive their pro-rata share, the following amounts come out of the gross fund. Lead Plaintiffs’ Counsel — Friedman Oster & Tejtel PLLC, Julie & Holleman LLP, and Labaton Keller Sucharow LLP — will request attorneys’ fees and expenses not exceeding 27% of the net settlement fund after reimbursement of out-of-pocket litigation expenses. Each of the three plaintiffs may also request an Incentive Award of $7,500 each ($22,500 total), to be paid solely from the attorneys’ fee award, not as a separate deduction. Notice costs, administration costs, and taxes on the escrow will also be deducted before distribution.

Each eligible shareholder’s payment equals their number of Eligible Shares (TERP shares held at closing) multiplied by the Per-Share Recovery — calculated by dividing the total Net Settlement Fund by the total number of eligible shares. The parties estimate the class consists of approximately 86,225,514 shares. If attorneys’ fees are approved at 27%, and assuming administration costs fall in a normal range, the estimated per-share recovery would be roughly $0.68 to $0.75 per TERP share — though the precise figure depends on the final fee award and the total eligible share count confirmed in the distribution process. No court has yet set that figure, and the official notice does not publish an estimated per-share recovery.

For context on how per-share recoveries work across large stockholder merger settlements, the DiDi Global $740 million securities class action settlement used a similar pro-rata approach and estimated approximately $1.84 per affected ADS before deductions.

How You Will Receive Your TerraForm Power Settlement Payment

You do not need to file a claim form. This is one of the most important facts about this settlement and the single biggest reason eligible shareholders might miss out on their payment — not knowing they were covered.

If your TERP shares were held in “street name” through a brokerage account at the time of the July 31, 2020 closing — which covers most retail investors — here is exactly how payment will reach you:

Step 1 — The settlement administrator will transfer your portion of the Net Settlement Fund to the Depository Trust & Clearing Corporation (DTCC) through its participating brokers.

Step 2 — Your brokerage firm (the DTCC participant) will receive your payment and is responsible for depositing it into the same brokerage account that held your TERP shares at the time of the merger closing.

Step 3 — Your broker handles the pro-rata distribution to you — the same mechanism used to deliver your BEPC shares or BEP units in July 2020 is the same channel your settlement payment will use.

If you held TERP shares directly in certificate form or in a non-DTCC record position at closing, the settlement administrator will send your payment directly to you based on the closing record.

What you should do right now: Make sure your brokerage account is still active and your contact information is current with your broker. If you closed the account that held your TERP shares, contact the settlement administrator at (844) 933-4288 or [email protected] to update your information before distribution begins.

TerraForm Power Settlement Key Dates

Milestone	Date
TERP-Brookfield Merger Closed	July 31, 2020
Initial Complaint Filed	January 28, 2022
Delaware Supreme Court Reverses Dismissal	March 25, 2024
Agreement in Principle Reached (Mediation)	November 15, 2025
Stipulation of Settlement Executed	March 6, 2026
Scheduling Order Entered	March 18, 2026
Notice Issued to Class Members	April 21, 2026
Objection / Notice of Appearance Deadline	June 5, 2026
Final Settlement Hearing	June 22, 2026, 1:30 p.m. — Wilmington, Delaware
Expected Payment Date	TBD — after final court approval and resolution of any appeals

Frequently Asked Questions

Is there a class action lawsuit against Brookfield over the TerraForm Power merger?

 Yes. In re TerraForm Power, Inc. Merger Stockholders Litigation, C.A. No. 2022-0097-KSJM, is pending in the Court of Chancery of the State of Delaware before Chancellor Kathaleen St. J. McCormick. Brookfield and related defendants agreed to pay $83,750,000 to settle breach of fiduciary duty claims alleging the 2020 merger was conducted through an unfair process and at an unfairly low price for minority TERP stockholders.

Do I need to file a claim form to receive my TerraForm settlement payment?

 No. This is a critical distinction from most securities settlements. Eligible class members do not need to submit any claim form. If you held TERP Class A common stock at the July 31, 2020 closing, your payment will be deposited automatically into the same brokerage account that received your BEPC shares or BEP units.

Can I opt out of the TerraForm Power settlement? 

No. This is a non-opt-out class under Delaware Court of Chancery Rules 23(b)(1) and 23(b)(2). Every eligible class member is bound by the settlement and the release of claims. You cannot exclude yourself to preserve the right to sue individually — your only option if you disagree with the settlement is to file a written objection by June 5, 2026.

How do I object to the TerraForm Power settlement?

 File a written objection with the Register in Chancery at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, and serve it on Lead Plaintiffs’ Counsel and Defendants’ Counsel so it is received no later than June 5, 2026. Your objection must also be emailed to [email protected], [email protected], [email protected], and [email protected]. Include documentation proving you are a class member.

When will TerraForm stockholder settlement payments go out? 

Payments will be distributed only after the court grants final approval at the June 22, 2026 hearing and resolves any post-approval appeals. The settlement administrator and your brokerage firm then coordinate the actual transfer. No specific payment date has been confirmed by the administrator — check www.TerraFormStockholderLitigation.com for updates.

What if my brokerage account that held TERP shares is now closed?

 Contact the settlement administrator immediately at (844) 933-4288 or [email protected]. If distribution occurs before your account issue is resolved, your payment may be undeliverable and subject to escheatment rules. Acting early protects your right to receive payment.

Will the TerraForm settlement payment be taxable? 

Possibly. Settlement payments in connection with investment losses may carry tax implications depending on your individual circumstances and how the IRS treats the recovery. Consult a tax professional — this article does not constitute tax or legal advice.

Is the TerraForm Power settlement legitimate? 

Yes. The Court of Chancery of the State of Delaware authorized the notice dated April 21, 2026. The settlement administrator is Angeion Group, a professional claims administration firm based at 1650 Arch Street, Suite 2210, Philadelphia, PA 19103. Lead Plaintiffs’ Counsel are Labaton Keller Sucharow LLP, Friedman Oster & Tejtel PLLC, and Julie & Holleman LLP — established securities litigation firms. The official website is www.TerraFormStockholderLitigation.com. You do not need to pay anyone anything to receive your payment.

Sources & References

1. Official Court Notice — In re TerraForm Power, Inc. Merger Stockholders Litigation, C.A. No. 2022-0097-KSJM, Court of Chancery of the State of Delaware, dated April 21, 2026: www.TerraFormStockholderLitigation.com

Prepared by the AllAboutLawyer.com Editorial Team and reviewed for factual accuracy against the official court-authorized Long-Form Notice issued April 21, 2026, in In re TerraForm Power, Inc. Merger Stockholders Litigation, C.A. No. 2022-0097-KSJM, Court of Chancery of the State of Delaware. Last Updated: May 12, 2026

Disclaimer: This article is for informational purposes only and does not constitute legal advice. Legal claims and outcomes depend on specific facts and applicable law. For advice regarding a particular situation, consult a qualified attorney.