Two disputes concerning blank-check companies linked to President-elect Donald Trump’s Truth Social platform and, separately, Palantir Technologies Inc. board members come before the Delaware Chancery Court this week.
A look at what else is on the calendars for the Chancery Court and Delaware Supreme Court:
Monday: Witmer v. Armistice Cap. LLC, Del. Ch., No. 2022-0807, settlement hearing 1/13/25.
At issue: An Aytu BioPharma Inc. investor sued Armistice Capital LLC in 2022, alleging the hedge fund engaged in a scheme to unload unprofitable affiliates on the drug company before exiting its own stake through insider trades. To partially resolve the claims in a second amended complaint, Vice Chancellor Morgan T. Zurn must approve a proposed settlement. The proposal includes adding new independent directors to Aytu’s board, including one who’s an audit committee financial expert and subject to stockholder approval, among other corporate governance changes. Separate claims against Armistice “for its role in orchestrating the related-party transactions and its insider sales” aren’t subject to the settlement and remain to be litigated, according to a brief.
Court action: The settlement hearing will be held in Wilmington, Del.
Armistice Capital Sued for ‘Looting,’ Insider Trades at Aytu Bio
Wednesday: Cent. Laborers’ Pension Fund v. Karp, Del. Ch., No. 2023-0864, hearing 1/15/25.
At issue: A pension fund sued Peter Thiel and other Palantir board members in August 2023 over claims they made billions in insider trades while jacking up its stock price through a spree of reckless investments with doomed blank-check companies. Thiel, Palantir, its president Stephen Cohen, and CEO Alex Karp, who co-founded Palantir with Thiel, have moved to dismiss or stay the amended complaint. The allegations “rely on conspiracy theories which are rebutted” by internal documents that have been produced for the pension fund, according to a brief filed by the defendants. The pension fund claims the defendants “walked away with billions,” according to an answering brief.
Court action: A hearing is scheduled in Wilmington, Del.
Palantir SPAC Spree Draws Insider Trading Lawsuit Against Thiel
Wednesday: ACRA Assets SA v. ARC Global Inv. II LLC, Del. Ch., No. 2024-1141, hearing 1/15/25.
At issue: The former CEO of the blank-check company that combined with the Truth Social platform faces allegations that he stole millions of shares by funneling them to offshore shell entities. Trump isn’t accused of any wrongdoing in connection with the claims against Patrick Orlando, who’s been involved in multiple court cases this year over Truth Social and the SPAC created to take it public. Orlando and other defendants have filed motions to dismiss or stay the litigation, while the investors behind the lawsuit seek a status quo order.
Court action: A hearing on the pending motions will be held in Wilmington, Del.
Truth Social SPAC Ex-CEO Sued by Investors on Stock Theft Claims
Wednesday: Himawan v. Cephalon Inc., Del., No. 226,2024, oral arguments 1/15/25.
At issue: The Delaware Supreme Court hears an appeal seeking the reversal of a post-trial ruling that rejected claims Cephalon Inc. and the Israeli drug giant Teva Pharmaceutical Industries breached their agreement with former Ception Therapeutics Inc. investors. The litigation in Chancery Court focused on claims that Teva and Cephalon failed to bring Ception’s esophageal inflammation therapy to market despite successfully commercializing the same drug to treat lung inflammation. It also sought $200 million in post-deal payments.
Court action: The Delaware Supreme Court hears oral arguments in Dover, Del.
Teva Beats $200 Million Lawsuit Over Pharmaceutical Acquisition
Thursday: Operating Eng’rs Constr. Indus. & Miscellaneous Pension Fund v. Pioneer Nat. Res. Co., Del. Ch., No. 2024-0101, telephonic ruling 1/16/25.
At issue: Senior Magistrate Judge Selena E. Molina is scheduled to deliver a ruling on a pension fund’s books-and-records lawsuit seeking internal files regarding Pioneer Natural Resource Co.'s $60 billion sale to ExxonMobil Corp. The matter went to trial Jan. 9. ExxonMobil wasn’t named as a defendant. The pension fund seeks to investigate allegations the Texas-based energy exploration and production company’s executives concealed a looming impairment charge at Exxon worth $2.4 billion to $2.6 billion. Pioneer said it had produced hundreds of pages of board meeting minutes, related materials, and other corporate records. The pension fund additionally sought former Pioneer CEO Scott Sheffield’s text messages and emails related to the merger.
Court action: Molina will deliver her ruling via teleconference.
Exxon’s $60 Billion Pioneer Buyout Draws Pension Fund Lawsuit
Friday: Genesee Cnty. Emp. Ret. Sys. v. Vista Equity Partners Mgmt. LLC, Del. Ch., No. 2024-0299, oral arguments 1/17/25.
At issue: A pension fund sued Vista Equity Partners Management LLC last April over the $4.6 billion take-private sale of Cvent Holding Corp., claiming Vista accepted an unfair price in exchange for a sweetheart side deal with Blackstone Inc. Vista wants the case dismissed, arguing in a brief that its actions in the merger “enabled minority stockholders to receive increased consideration for their shares.” The pension fund says in an answering brief that the June 2023 merger was “fraught with conflicts.”
Court action: Oral arguments on the motion to dismiss will be held in Wilmington, Del.
Vista Sued by Fund Over Cvent’s $4.6 Billion Sale to Blackstone
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