This Week in Chancery Court: NYC Seeks Paramount Global Bid War

New York City’s public pension funds are trying to open a bidding war that could derail Paramount Global’s $8 billion merger with Skydance Media LLC. The chief judge of Delaware’s Chancery Court will weigh a last-minute approach from an investor consortium that says it would pay $5.5 billion more than Skydance.

Here’s a look at the rest of the court calendar for the week ahead:

Monday: N.Y. City Emp. Ret. Sys. v. Byrne, Del. Ch., No. 2025-0126, motion hearing 3/3/25.

At issue: The NYC funds sued members of the Paramount board’s special transaction committee in early February, seeking to invalidate terms of the Skydance merger agreement that prevent the committee from considering a $13.5 billion topping bid by Project Rise Partners. The dispute is the latest legal hurdle to emerge as the transaction—handing Paramount’s reins to producer David Ellison and backers led by his father, billionaire Oracle Corp. founder Larry Ellison—approaches the finish line. The deal faces a flurry of related challenges in Delaware, while the Trump administration is considering a fresh round of regulatory scrutiny over a CBS “60 Minutes” interview with former Vice President Kamala Harris that the president has called misleading. The pension funds are now asking Chancellor Kathaleen St. J. McCormick to fast-track their case and temporarily block the deal’s closing in the meantime.

Court action: McCormick will hold a phone hearing on the pending motions.

NYC Funds Challenge Paramount-Skydance Deal, Seek Bidding War

Tuesday: S’holder Rep. Servs. LLC v. Alexion Pharms. Inc., Del. Ch., No. 2020-1069, oral argument 3/4/25.

At issue: Alexion Pharmaceuticals Inc. lost a $130 million court ruling in September, when Vice Chancellor Morgan T. Zurn said the company had no valid reason for failing to make a post-deal payment tied to its acquisition of Syntimmune Inc. for up to $1.2 billion. But the judge held off on calculating how much more the AstraZeneca subsidiary owes Syntimmune ex-investors on their separate claim targeting the company’s lackluster efforts to commercialize a monoclonal antibody. She’s now set to hear the supplemental arguments over the additional damages.

Court action: Oral argument in Wilmington, Del.

AstraZeneca’s Alexion Hit With Damages Exceeding $130 Million

Wednesday: Elec. Last Mile Sols. Inc. S’holder Litig., Del. Ch., No. 2022-0630, oral argument 3/5/25.

At issue: Investors in Electric Last Mile Solutions Inc., which collapsed into bankruptcy after its merger with a shell entity, sued the electric vehicle startup’s founders over the deal in 2022. The case is part of a wave of litigation stemming from a frenzy over special purpose acquisition companies that crested in 2020 and 2021. As the sector underperformed in the open market, scores of shareholders challenged blank-check transactions designed to let early-stage businesses access capital markets without an initial public offering. The Electric Last Mile lawsuit fits the general mold, saying the deal’s architects were driven by lopsided incentives to sell out ordinary investors. After McCormick let the case move forward against the co-founders in January 2024, the shareholders amended their complaint to add claims against an affiliate—SF Motors Inc., allegedly a subsidiary of China’s Seres Group—and Jefferies LLC, the investment bank that advised the deal’s sponsors. SF Motors and Jefferies are now seeking to exit the case.

Court action: Oral argument in Wilmington on the motions to dismiss.

Electric Last Mile Co-Founders Ordered to Face EV SPAC Deal Suit

Friday: Burkhart v. Genworth Fin. Inc., Del. Ch., No. 2018-0691, motion hearing 3/7.

At issue: Genworth Financial Inc., facing a proposed class action over an alleged scheme to avoid paying out on long-term insurance, won an unusual court ruling last year ordering the policyholders behind the lawsuit to disclose their litigation finance arrangements. Vice Chancellor Nathan A. Cook ruled in August that the agreements created potential conflicts of interest involving improper influence by outside parties. The insurance giant is now asking the judge to postpone a June trial, saying the litigation finance disclosures have only amplified its conflict concerns. The filings suggest the policyholders improperly turned over much of the legal work—and shared confidential information with—attorneys representing the health insurers backing their claims, according to Genworth.

Court action: Cook will hear the rescheduling request by phone.

Genworth Wins Disclosure of Funders Backing Fraud Litigation