Thoma Bravo’s $10 Billion Anaplan Deal Draws Hedge Fund Lawsuit

Current and former senior leaders of Anaplan Inc. are facing investor litigation in Delaware challenging the software company’s $10.4 billion sale to Thoma Bravo LP.

The lawsuit, made public late Wednesday, accuses ex-CEO Frank Calderoni and other top executives of imperiling the transaction—and giving Thoma Bravo a pretext to lower the price—by awarding themselves unjustified multimillion-dollar bonuses between signing and closing.

Although the awards explicitly breached the merger agreement, Calderoni and the others—likely suspecting their jobs wouldn’t survive the transaction—apparently decided it was better to ask forgiveness than permission, according to the proposed class action in Delaware’s Chancery Court.

“Once ...