Paramount Global faces off with a Rhode Island pension fund this week in Delaware Chancery Court over documents related to its merger talks with David Ellison’s Skydance Media.
Here’s more from the Chancery Court and Delaware Supreme Court calendars this week:
Monday: In re New Relic Inc., Del. Ch., No. 2023-1089, ruling 7/22/24.
At issue: A pension fund seeks internal books and records from New Relic Inc. to investigate whether activist hedge fund JANA Partners LLC drove pressure to complete a $6.5 billion sale of the cloud analytics company to Francisco Partners Management LP and TPG Global LLC. New Relic has argued that it’s complied with the pension fund’s repeated records requests, but it balked at providing personal emails from founder and former CEO Lew Cirne. Magistrate Selena Molina is scheduled to deliver a bench ruling in the case, following trial earlier this month.
Court action: Molina will issue a bench ruling via teleconference.
New Relic Sued Over $6.5 Billion Sale to Francisco Partners, TPG
Monday: In re Straight Path Comms. Inc. Consol. S’holder Litig., Del. Ch., No. 2017-0486, oral arguments 7/22/24.
At issue: In a case where IDT Corp. and founder Howard Jonas defeated shareholder litigation over the $3.1 billion sale of an affiliate, Straight Path Communications Inc., to Verizon Communications Inc., Vice Chancellor Sam Glasscock III awarded “nominal damages” to the shareholder leading the case. Glasscock’s ruling criticized Jonas for manipulating the transaction but determined that his wrongdoing didn’t inflict any harm on minority investors. The judge now hears arguments over the lead plaintiff counsel’s fee award application seeking $9.5 million. “Here, an award of fees is not only equitable but would further Delaware’s oft-stated policy goal of disincentivizing disloyal behavior,” according to a brief from the shareholder’s attorneys.
Court action: A hearing on the attorneys fee award application will be heard via videoconference.
IDT, Founder Beat Lawsuit Over $3.1 Billion Straight Path Deal
Monday: State of Delaware v. Johnson & Johnson Inc., Del. Ch., No. 2024-0635, teleconference 7/22/24.
At issue: Chancellor Kathaleen St. Jude McCormick will hold a hearing on Delaware’s portion of a national $700 million settlement to resolve litigation over the marketing of Johnson & Johnson’s baby powder and body powder products that contained talc. Delaware’s portion of the settlement totals $4.9 million, according to a consent judgment filed with the court. Delaware Attorney General Kathy Jennings (D) said in a statement that the settlement “underscores our commitment to protecting Delawareans and holding companies accountable, irrespective of their size, when they attempt to deceive our citizens.”
Court action: The hearing will be held via teleconference.
Tuesday: WT Rep. LLC v. Philips Holdings USA Inc., Del. Ch., No. 2024-0170, oral arguments 7/23/24.
At issue: A Koninklijke Philips NV affiliate faces claims it’s dodging post-deal payments tied to its $250 million acquisition of medical device business Vesper Medical Inc. Former Vesper investors allege Philips owes milestone payments stemming from regulatory approval of a breakthrough stent system used to treat obstruction of large veins in the pelvis, which can lead to blood clots and other complications. Philips seeks to dismiss the lawsuit, arguing in a brief that it doesn’t owe any milestone payments because the FDA only approved some stent sizes used in the system, but not all. The amounts of the disputed payments are redacted in court documents.
Court action: Oral arguments on the motion to dismiss will be heard in Wilmington, Del., before Delaware Superior Court Judge Paul R. Wallace. Superior Court judges are assigned some breach of contract litigation to help alleviate the Chancery Court’s busy caseload.
Philips Sued for Milestone Payments After $250 Million Deal (1)
Tuesday: In re Qualtrics Int’l Inc. S’holders Litig., Del. Ch., No. 2023-1050, ruling 7/23/24.
At issue: Ex-investors in Qualtrics International Inc. challenged its $12.5 billion private equity sale by German software giant SAP SE to affiliates of Silver Lake Group LLC. Vice Chancellor J. Travis Laster is scheduled to give his ruling on the defendants’ motion to dismiss the consolidated lawsuit. The investors argued the case should proceed because the sale process was “rife with conflicts, structural bias, and informational imbalance,” according to an answering brief.
Court action: Laster will issue a bench ruling via teleconference.
Wednesday: Ravindran v. GLAS Tr. Co. LLC, Del., No. 463, 2023, oral arguments 7/24/24.
At issue: The Delaware Supreme Court will consider an appeal seeking to reverse a Chancery Court ruling that determined lenders to Byju’s, once one of India’s hottest tech startups, properly cited a default on a $1.2 billion loan when taking over control of a unit of the education-technology provider. Vice Chancellor Morgan T. Zurn ruled the lenders, including Redwood Investments LLC and Silver Point Capital LP, were within their contractual rights to replace a relative of company founder Byju Raveendran on the board of Byju’s Alpha, a special-purpose company formed for financing purposes, with their nominee.
Court action: Oral arguments will be heard in Dover, Del.
Byju’s Lenders Win Fight Over Loan Default, Control of Unit (2)
Wednesday: State of Rhode Island Office of the Treasurer v. Paramount Glob., Del Ch., No. 2024-0457, trial 7/24/24.
At issue: The Employees’ Retirement System of Rhode Island seeks internal Paramount files related to the Skydance merger, and it’s taking the books-and-records demand to trial. Paramount argues the pension fund’s demand is over-broad, and it’s not entitled to the documents, according to a brief. The media giant sought to push back the trial, but its motion for a continuance was denied in a pre-trial conference.
Court action: Molina presides over a one-day trial in Wilmington, Del.
Paramount Investor Asks Judge for Access to Merger Documents (1)
Friday: Driver Opp. Partners LLP v. Briggs, Del. Ch., No. 2023-0287, hearing 7/26/24.
At issue: First Foundation Inc. reached a settlement in April 2023 to end litigation over its board nomination deadline by letting stockholders vote on a director candidate put forward by a Driver Management Co. affiliate. Stockholders ultimately rejected Driver’s nominee. Driver’s attorneys now seek $3.5 million for fees and expenses related to their efforts that “conferred substantial corporate benefits in connection with protecting the stockholder franchise,” according to a brief. First Foundation opposes that fee application, arguing in a brief that “in no event is Plaintiff entitled to more than $250,000.”
Court action: A hearing on the attorneys fee award application will be held in Wilmington, Del.
First Foundation Has Board Deal With Driver, Ending Court Fight
Friday: Sunstone Partners Mgmt. LLC v. Synopsys Inc., Del. Ch., No. 2024-0261, hearing 7/26/24
At issue: Private equity firm Sunstone Partners Management LLC sued Synopsys Inc. in April for allegedly breaching an exclusivity agreement when Synopsys shopped its $3 billion software integrity business widely earlier this year. Sunstone seeks damages and reimbursement for “millions of dollars in fees and expenses” in a rare instance of private deal negotiations spilling into the courts. Synopsys seeks to dismiss the lawsuit, arguing in a brief that “a forward-looking announcement” about exploring “strategic alternatives” for the software business “was entirely consistent with the ongoing negotiations between Sunstone and Synopsys.”
Court action: Oral arguments on the motion to dismiss will be heard in Wilmington, Del., before Delaware Superior Court Judge Wallace. Superior Court judges are assigned some breach of contract litigation to help alleviate the Chancery Court’s busy caseload.
To contact the reporter on this story:
To contact the editor responsible for this story:
Learn more about Bloomberg Law or Log In to keep reading:
See Breaking News in Context
Bloomberg Law provides trusted coverage of current events enhanced with legal analysis.
Already a subscriber?
Log in to keep reading or access research tools and resources.