Vital Energy–Crescent Merger Faces Legal Challenge in New York
The more than $3 billion all-stock merger announced in August between Tulsa-based Vital Energy and Houston shale producer Crescent Energy now faces a legal challenge in New York that could threaten the deal’s timeline.
Vital Energy was set to be taken over by Crescent Energy in a $3.1 billion transaction expected to close before the end of the year. Once completed, Vital Energy would cease to exist. However, in a recent Securities and Exchange Commission filing, the company confirmed that court actions have been filed opposing the merger.
Shareholder Complaints Filed in New York
Vital filed a Proxy Statement on November 12 in connection with a special stockholders meeting scheduled for December 12 to consider and vote on the merger agreement. Shortly after the filing, two “purported” Vital stockholders filed separate complaints in New York Supreme Court against Vital and its directors.
The complaints allege the Proxy Statement “fails to disclose certain allegedly material information” and accuse Vital and its directors of breaching New York state common law by concealing material details and negligently misrepresenting other information.
The two cases are:
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Andrew Thompson v. Vital Energy, Inc. et al., Index No. 659894/2025 (N.Y. Sup. Ct.)
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Nathan Smith v. Vital Energy, Inc. et al., Index No. 659885/2025 (N.Y. Sup. Ct.)
Both complaints seek to block the merger and pursue damages and legal costs.
Additional Demand Letters and Possible New Filings
Vital disclosed that it also received demand letters from counsel representing other purported stockholders who allege similar omissions or deficiencies in the Proxy Statement. The company acknowledged that additional complaints may still be filed.
Vital’s Response: Claims Are “Without Merit”
In its SEC filing, Vital stated:
“Vital and Vital’s directors believe that these complaints are without merit and that no additional disclosures were or are required under applicable law.”
Despite this position, Vital chose to voluntarily supplement the Proxy Statement to reduce the costs, risks, and uncertainties associated with litigation.
The filing emphasized that the supplemental disclosures do not constitute an admission that they were legally required:
“To the contrary, Vital specifically denies all allegations in the foregoing complaints, including without limitation that any additional disclosure was or is required.”
For now, the fate of the Vital–Crescent merger may hinge on how quickly—and how forcefully—the New York courts address the stockholder challenges.