This Week in Chancery Court: Kimberly-Clark Disclosure, Payscale

A Kimberly-Clark Corp. shareholder wants the Delaware Chancery Court to fast-track a push for more information about a proposed $48.5 billion merger with Tylenol-maker Kenvue Inc.

Here’s a look at what’s happening this week in Delaware, including oral arguments before the Delaware Supreme Court:

Tuesday: Reese v. Burwell, Del. Ch., No. 2025-1493, teleconference 1/13/26.

At issue: Ahead of a Kimberly-Clark stockholder meeting scheduled Jan. 29, a shareholder seeks to expedite a proposed class action to compel its board of directors to disclose more about the proposed deal. The board’s “disclosure appears purposely vague,” according to the shareholder’s motion. The information sought relates to fees JP Morgan Chase & Co. will receive for providing financing to Kimberly-Clark for the merger while an affiliate provides financial advisory services.

Court action: Teleconference.

Kimberly-Clark Board Faces Disclosure Issues Over Kenvue Merger

Wednesday: Cleveland-Cliffs Burns Harbor LLC v. Boomerang Tube LLC, Del. Ch., No. 2022-0378, trial 1/14/26.

At issue: Vice Chancellor Lori W. Will is scheduled to preside over a trial involving an affiliate of Black Diamond Capital Management LLC. The plaintiffs, affiliates of steelmaker Cleveland-Cliffs Inc., claim PTC Liberty Tubulars LLC should be responsible for $7.35 million in unpaid bills from Boomerang Tube LLC after a fraudulent transfer of the oil-rig tubing manufacturer’s assets. The trial will examine if the asset transfer was a legitimate business transaction or an attempt to avoid paying creditors such as Cleveland-Cliffs. Will dismissed Black Diamond from the case in a 2023 ruling that also narrowed the claims against PTC Liberty.

Court action: A three-day trial begins Wednesday in Wilmington, Del.

Black Diamond Capital Affiliate to Face Sham-Auction Claims

Wednesday: Payscale, Inc. v. Norman, Del., No. 297,2025, oral arguments 1/14/26.

At issue: Payscale Inc. seeks to reverse a Chancery Court decision that found noncompete provisions in agreements signed by its former director of sales were “unreasonable in scope” and therefore “unenforceable.” Erin Norman joined BetterComp Inc. less than a year after leaving Payscale, which sued her and her new employer in January 2025 seeking to enforce restrictive covenants included in her incentive equity agreements.

Court action: The Delaware Supreme Court hears arguments in Dover, Del.

Payscale’s Noncompete Tossed by Court Over Unnecessary Scope

—With assistance from Bloomberg Law Automation.