This Week in Chancery Court: IBEW, Sol Goldman, New Relic

A hearing in a case challenging GoDaddy Inc.'s $850 million buyout of investor tax benefits will be held Monday at the Delaware Chancery Court.

Here’s more from the court’s calendar next week:

Monday: IBEW Local Union 481 Defined Contrib. Plan & Trust v. Winborne, Del. Ch., No. 2022-0497, hearing 7/1/24.

At issue: GoDaddy Inc.‘s board of directors is fending off a lawsuit over the company’s $850 million buyout of the tax benefits held by its founder and other investors. Vice Chancellor J. Travis Laster denied GoDaddy’s motion to dismiss in August 2023, finding it plausible the board could’ve approved an overpayment on the tax benefits to please investors. The court stayed proceedings in the case in December 2023 to allow a Special Litigation Committee to investigate the allegations. The committee is requesting a 150-day extension of the stay, which the plaintiffs oppose, arguing the committee hasn’t complied with the order’s original stipulations.

Court action: A hearing will be held over Zoom before Vice Chancellor Laster.

GoDaddy Board to Face Pension Fund Lawsuit for $850 Million Deal

Wednesday: In Re New Relic, Del. Ch., No. 2023-1089, pre-trial conference 7/3/24.

At issue: New Relic Inc. faces a lawsuit brought by a pension fund seeking the software company’s books and records to investigate whether a sale to Francisco Partners Management LP and TPG Global LLC was driven by pressure from an activist hedge fund. The pension fund wants to “investigate potential breaches of fiduciary duty, evaluate the independence of New Relic’s directors and officers, and value their Company shares,” out of concerns that the merger involved conflicts of interest, it said in a pre-trial opening brief. New Relic denied the allegations in an answer to the pension fund’s complaint, and said their records request was too broad.

Court action: A pre-trial conference will be held over the phone before Magistrate Selena Molina.

New Relic Sued Over $6.5 Billion Sale to Francisco Partners, TPG

Wednesday: Gurney-Goldman v. Goldman, Del. Ch., No. 2023-1124, post-trial arguments 7/3/24.

At issue: Heirs of the late billionaire developer Sol Goldman, whose holdings once included the Chrysler Building, are fighting over control of the family’s real estate empire. A 2023 lawsuit filed by a daughter and grandson of the property mogul says another of his daughters has been unilaterally running the enterprise without permission from family members who own 75% of it. The case went to trial in May, and it’s now time for Vice Chancellor Laster to hear closing arguments. The plaintiffs argue in a post-trial brief that they’re only asserting their “undeniable” management rights instead of seeking damages.

Court action: Post-trial arguments will be heard in Wilmington, Del. before Vice Chancellor Laster.

Billionaire Family Feud Breaks Out Over Goldman Property Empire

Wednesday: Blackwells Onshore I LLC v. The Walt Disney Co., Del. Ch., No. 2024-0321, oral ruling 7/3/24.

At issue: An oral ruling is expected on whether Walt Disney Co. must release records about its relationship with activist investor ValueAct Capital Management LP and the role it played in a fight over the makeup of Disney’s board of directors. Blackwells Capital LLC’s pretrial brief alleged that Disney didn’t properly disclose financial ties to ValueAct before ValueAct backed Disney’s director candidates in an ongoing proxy fight. Disney argued in its own pre-trial brief that “Blackwells’ theories of wrongdoing are invented out of whole cloth.”

Court action: Magistrate Molina will deliver a telephonic oral ruling.

Blackwells Sues Disney Over Ties to ValueAct in Proxy Fight (2)