This Week in Chancery Court: Apollo, Fidelity, FTX Creditor

Apollo Global Management Inc. will ask the Delaware Chancery Court this week to dismiss claims that it bet on senior citizens’ longevity by acquiring illegal life insurance policies and funneling the payouts through shell entities.

Here’s a look at more on the court’s calendar this week:

Tuesday: Roofers Local 149 Pension Fund v. Fidelity Nat’l Fin. Inc., Del. Ch., No. 2024-0562, oral arguments 2/4/25.

At issue: A pension fund sued Fidelity National Financial Inc. and billionaire chairman Bill Foley in June, alleging they pushed partial subsidiary F&G Annuities & Life Inc. into an unnecessary and unfair financing transaction. Foley was dismissed as a defendant in September. Fidelity seeks to dismiss the litigation entirely, arguing in a brief that F&G had an independent special committee negotiate the deal. Records show that committee “took its role seriously, was fully empowered, retained Barclays and Sullivan & Cromwell as advisors, met ten times, and exchanged numerous offers and counteroffers,” according to Fidelity’s brief.

Court action: Oral arguments on the motion to dismiss will be heard in Wilmington, Del.

Fidelity National, Bill Foley Targeted Over F&G Financing Deal

Wednesday: In re Skillsoft Corp. S’holder Litig., Del. Ch., No. 2023-1179, oral arguments 2/5/25.

At issue: A Skillsoft Corp. stockholder filed a lawsuit in December 2023 against members of its board and a major backer, Dutch technology investor Prosus NV, over the edtech company’s $525 million acquisition of online learning platform Codecademy. The lawsuit claimed Prosus exploited its control over Skillsoft to push for an overpriced deal for Codecademy, in which the Amsterdam-based firm had allegedly bought a 24% stake for about $65 million at a significantly lower valuation. Former US Treasury Secretary and Harvard President Larry Summers is among the defendants who seek to dismiss the amended complaint. The investor leading the litigation argues in a brief that a books-and-records investigation revealed that seven of Skillsoft’s nine directors were conflicted in the transaction.

Court action: Oral arguments on the motion to dismiss will be heard in Wilmington, Del.

Skillsoft’s $525 Million Codecademy Deal Draws Legal Challenge

Wednesday: Est. of Martha Barotz v. Wilmington Savs. Fund Soc. FSB, Del. Ch., No. 2024-0447, oral arguments 2/5/25.

At issue: In a statement replying to the April 2024 lawsuit, Apollo said its allegations were “disingenuous and flat out wrong” and the fund targeted by the lawsuit, instead of originating life insurance policies, only acquired pools of insurance-linked securities before it was wound down in 2019. The private equity giant and affiliates of Wells Fargo Bank NA and Wilmington Savings Fund Society FSB now seek to dismiss the litigation.

Court action: Oral arguments on the motions to dismiss will be heard in Wilmington, Del.

Apollo Denies Illegal Life-Insurance Practices Alleged in Suit

Friday: City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., Del. Ch., No. 2022-0698, oral arguments 2/7/25.

At issue: The Delaware Supreme Court in May 2024 revived shareholder litigation over Inovalon Holdings Inc.'s $7.3 billion sale to a private equity consortium led by Nordic Capital, with a ruling applying a form of heightened legal scrutiny that covers deals conferring special benefits on corporate controlling stockholders. The case was remanded to Chancellor Kathaleen St. Jude McCormick, and Inovalon has renewed its motion to dismiss the litigation.

Court action: Oral arguments on the motion to dismiss will be heard in Wilmington, Del.

Inovalon Investors Get Another Chance at $7 Billion Buyout Case

Friday: SPCP Grp. LLC v. Floating Point Grp. Int’l LLC, Del. Ch., No. 2024-0576, oral arguments 2/7/25.

At issue: A Silver Point Capital LP affiliate sued an FTX crypto creditor in May 2024 for allegedly backing out of the heavily discounted sale of a $10.5 million bankruptcy claim after getting a higher offer. Defendants Svalbard Holdings Ltd. and Attestor Master Value Fund LP seek to dismiss the amended complaint, saying in a brief that the litigation is “a transparent attempt to gin up nuisance value by going after a deep-pocketed defendant.” Another defendant, FPG Inc., was dismissed from the case in September.

Court action: Oral arguments on the motion to dismiss will be heard in Wilmington, Del.

FTX Creditor Sued by Silver Point for Reneging on Sale of Claim