Two weeks before National Storage Affiliates Trust shareholders vote on whether to sell the company to Public Storage, a shareholder has sued to stop them from voting at all. The suit is small, the allegations are formulaic, and it will probably never see a trial date — which is exactly what makes it worth understanding. This is the standard playbook for challenging a public company merger, and it lands on nearly every deal of this size. If you're a founder, director, or officer heading toward a sale, this is the disclosure fight you should expect to have before your shareholders ever cast a vote.

The Deal: A $10.5 Billion All-Stock Combination

On March 16, 2026, Public Storage and National Storage Affiliates Trust (NSA) signed a merger agreement valuing the transaction at approximately $10.5 billion in enterprise value. It's structured as an all-stock deal: each NSA common share converts into 0.1400 Public Storage common shares, plus cash for fractional shares. Because the exchange ratio is fixed rather than the dollar value, what NSA shareholders actually receive moves with Public Storage's stock price — the deal implied roughly $41.68 per NSA share at signing and closer to $45.34 per share by early June, purely on the strength of Public Storage's share price. NSA's proxy statement/prospectus went out to shareholders on June 12, and the special shareholder meeting to approve the deal is set for July 14, 2026.

The Suit: Filed June 30, Aimed at the Vote

On June 30, a National Storage Affiliates shareholder filed Garfield, Robert v. Allan, Warren, Case No. 2026CV031765, in Colorado's 18th Judicial District for Arapahoe County. Brought by the Cody Hopkins Law Firm and The Brualdi Law Firm, the complaint alleges that NSA's proxy statement contains materially misleading and incomplete disclosures — specifically around conflicts of interest and the economic terms of the deal — and asks the court to enjoin the merger from closing.

Launch Legal's take: Read the timing, not just the allegations. A suit filed 14 days before a scheduled shareholder vote, seeking an injunction rather than damages, is the signature of a merger-objection "strike suit" — a well-worn category of litigation where plaintiffs' firms allege thin disclosure gaps across a wave of pending mergers, then use the threat of a delayed shareholder vote as leverage. The typical outcome isn't a trial. It's a negotiated supplemental disclosure from the target company, a voluntary dismissal, and a "mootness fee" paid to plaintiffs' counsel for supposedly forcing the fix. Courts have grown openly skeptical of this pattern — the Seventh Circuit called it "no better than a racket" in Alcarez v. Akorn and built a framework for shareholders to challenge these fee requests — but skepticism at the appellate level hasn't stopped the suits from getting filed. They still show up almost automatically whenever a public company merger reaches the proxy stage, and boards still have to respond to each one on its own timeline.

Why This Matters Beyond NSA and Public Storage

The specific allegations here — conflicts of interest, "questionable economic terms" — are the two disclosure categories plaintiffs' firms reach for most often in stock-for-stock deals, because a fixed exchange ratio creates a genuine question worth disclosing clearly: what is this deal actually worth to shareholders, and did every director voting to approve it have a clean interest in the outcome? Getting proxy language right on those two points, before a complaint forces a supplemental filing, is materially cheaper and faster than litigating it after the fact.

For companies heading toward any sale, merger, or stock-for-stock combination, the practical lesson isn't that this suit will derail the NSA deal — deals like this rarely get stopped by a mootness-driven complaint. It's that a target board and its counsel should assume a suit like this is coming and build the proxy statement to withstand it before it's filed, not after.

Launch Legal's Mergers, Acquisitions & Corporate Structuring practice works with boards and management teams on exactly this: stress-testing proxy disclosures around valuation methodology, financial advisor conflicts, and director interests before a deal goes to a shareholder vote, so a strike suit has nothing to grab onto.

📌 Sources: Court filing, Garfield, Robert v. Allan, Warren, Case No. 2026CV031765, Colorado 18th Judicial District, Arapahoe County (filed June 30, 2026) | Public Storage Form 424B3 prospectus | National Storage Affiliates Trust Form 8-K | Alcarez v. Akorn, Inc., 99 F.4th 368 (7th Cir. 2024) — Sidley: "No Better than a Racket"

This blog post is for informational purposes only and is not legal advice. Please consult with a Launch Legal attorney regarding your specific situation.