This Week in Chancery Court: Squarespace, Bristol-Myers Squibb

Squarespace Inc. will hear this week from the Delaware Chancery Court about whether it must release CEO Anthony Casalena’s emails related to the website publishing company’s $7.2 billion sale to Permira Advisers LLC.

A look at what else is on the calendars for Chancery Court and the Delaware Supreme Court:

Monday: Goldenberg v. Immunomedics, Inc., Del. Ch., No. 2020-0523, trial 6/2/25.

At issue: A single breach of contract claim remains to be resolved in long-running litigation between Immunomedics Inc. and its founder, Dr. David M. Goldenberg. A November 2023 settlement ended 11 other claims, but Goldenberg continues to pursue 1.5% of Immunomedics’ annual net revenue for the fiscal years 2020 through 2023, according to a joint pre-trial brief.

Court action: A three-day trial begins Monday in Wilmington, Del.

Immunomedics Must Face Suit Over Founder’s Severance, Settlement

Wednesday: Salama v. Simon, Del., No. 502,2024, oral arguments 6/4/25.

At issue: A Tilray Brands Inc. shareholder seeks to reverse a Chancery Court ruling that dismissed claims that the Canadian cannabis company tried to mislead investors into raising its share limit. Nabil Salama argues the trial court’s opinion violates both Tilray’s certificate of incorporation as well as 2023 legislative changes to Delaware corporate law that lowered the voting standard for charter amendments changing the number of authorized shares. The company says the legislative amendments were designed to “benefit public companies just like Tilray,” and no shareholders objected to its proxy statement proposing to increase the number of authorized shares under the new standard.

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

Tilray Beats Investor Suit Over Vote to Increase Share Limit

Thursday: Mich. Elec. Emp. Pension Fund v. Squarespace, Inc., Del. Ch., No. 2024-1041, bench ruling 6/5/25.

At issue: Senior Magistrate in Chancery Selena E. Molina will decide whether to order Squarespace to release Casalena’s emails. The Michigan Electrical Employees’ Pension Fund took its books-and-records demand for the internal documents to trial last week. The company said it had already produced over 5,000 pages of documents and it didn’t need to add Casalena’s emails to them.

Court action: Molina will deliver her ruling via teleconference.

Squarespace’s $7 Billion Sale Draws Scrutiny From Pension Fund

Friday: S’holder Rep. Servs., LLC v. Bristol-Myers Squibb Co., Del. Ch., No. 2024-1246, hearing 6/6/25.

At issue: Bristol-Myers Squibb Co. seeks to dismiss claims that it planned to dupe investors and avoid a $450 million earnout payment tied to its 2016 acquisition of Padlock Therapeutics Inc. The pharmaceutical giant said in a brief that the lawsuit filed in December is “geared more toward generating headlines than advancing meritorious claims,” and the former Padlock shareholders who sued “blatantly ignored a mandatory arbitration provision.” The shareholders argue Chancery Court is the proper venue for their claims. Oral arguments on the motion to dismiss will be heard by Delaware Superior Court Judge Patricia A. Winston; Superior Court judges are assigned some breach of contract litigation to help alleviate the Chancery Court’s busy caseload.

Court action: The hearing will be held via video-conference.

Bristol-Myers Squibb Hit With $450 Million Deal Lawsuit (1)

Friday: Deerfield Private Design Fund V LP v. Alcon Research, LLC, Del. Ch., No. 2025-0201, settlement hearing 6/6/25.

At issue: Two funds affiliated with Deerfield Management Co. and Alcon Research LLC say they’ve reached a settlement that would resolve the investors claims that Alcon was trying to orchestrate a “fire sale” of biotechnology company Aurion Biotech Inc. Alcon, the world’s largest eye care company, announced March 26 it was buying a majority stake in Aurion to advance its cell therapy for corneal endothelial disease. In a joint brief, Alcon and the investors say the proposed settlement would provide stability for Aurion in terms of both financing and corporate governance. Each side would pay its own fees and expenses, if the accord is approved by Chancellor Kathaleen St. Jude McCormick. A group of minority Aurion shareholders object to the settlement.

Court action: A settlement hearing will be held in Wilmington, Del.

Alcon Trying to Engineer Aurion ‘Fire Sale,’ Says Suit (Correct)