This Week in Chancery Court: Biogen, T-Mobile, Repsol SA

Biogen Inc. is fending off a lawsuit in the Delaware Chancery Court over its recent offer to buy out Sage Therapeutics, its collaborator on a postpartum depression drug.

Here’s what else is on the Chancery Court and Delaware Supreme Court calendars:

Monday: In re New Relic Inc., Del. Ch., No. 2023-1089, oral arguments 1/27/25.

At issue: Chancellor Kathaleen St. Jude McCormick will review a pension fund’s exceptions to a ruling determining that personal emails from New Relic Inc. founder and former CEO Lew Cirne are protected from a shareholder investigation into the cloud analytics company’s $6.5 billion take-private sale. The post-trial ruling from Senior Magistrate Judge Selena E. Molina was “troubling” and would allow companies to produce only “information the corporations deem helpful while withholding negative information,” the pension fund said in a brief. The emails at issue relate to “Mr. Cirne’s family financial planning, tax, trust and estate issues, and none of which involve Mr. Cirne conducting Company business,” New Relic said in an answering brief.

Court action: Oral arguments will be held in Wilmington, Del.

New Relic Founder’s Personal Emails Shielded by Delaware Court

Tuesday: Sage Therapeutics Inc. v. Biogen Inc., Del. Ch., No. 2025-0054, oral arguments 1/28/25.

At issue: Biopharmaceutical company Sage Therapeutics Inc. is asking Vice Chancellor Lori Will to expedite proceedings in its lawsuit against biotech giant Biogen Inc. following a buyout offer. The companies are sparring over the fallout of a collaboration on the postpartum depression drug Zurzuvae. Sage Therapeutics wants the court to force Biogen to comply with an agreement preventing it from publicly disclosing a potential acquisition, according to its redacted public complaint filed Jan. 22.

Court action: Oral arguments will be held over the phone.

Biogen Sued by Neuroscience Company Sage After Buyout Offer (1)

Wednesday: Harper v. Sievert, Del., No. 253,2024, oral arguments 1/29/25.

At issue: The Delaware Supreme Court will hear arguments in appeal of a Chancery Court ruling rejecting an investor’s claims that the T-Mobile US Inc. board centralized customer data to enrich its corporate parent, Deutsche Telekom AG. In asking the high court for a reversal, the investor argues in a brief that her claims merit unique consideration because “the management of the controlling company occupies a majority of the controlled company’s board,” unlike typical Caremark cases regarding corporate directors’ duty of care. The board says in an answering brief that the investors wants to make new, precedent-setting arguments on issues she didn’t raise for the lower court.

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

T-Mobile Beats Investor’s Data Aggregation Lawsuit in Delaware

Friday: Hecate Holdings LLC v. Repsol Renewables N. Am. Inc., Del. Ch., No. 2024-0928, trial 1/31/25.

At issue: The founders of Hecate Energy Group LLC said in a September 2024 lawsuit that Repsol SA was trying to stop them from exiting the Chicago-based renewable power venture, in which the Spanish oil giant already has a 40% stake. McCormick expedited the case. Hecate’s founders, who sued Repsol’s US renewables unit through an affiliate, wanted to fast-track the litigation because the Repsol unit’s alleged delays threatened to undercut Hecate’s right to demand a full buyout, according to a brief.

Court action: A one-day trial will be held in Wilmington, Del.

Repsol Hit With Buyout Lawsuit Over Hecate Renewables Business