$88M Bond Set to Appeal Forced Sale of West Palm Beach Company
The big bond comes in the case of minority shareholders trying to force Bill Koch to sell his Oxbow Carbon energy company.
September 20, 2018 at 01:31 PM
4 minute read
The original version of this story was published on Delaware Business Court Insider
A judge has ordered Bill Koch and his West Palm Beach-based energy company to post a nearly $88 million bond before appealing a Delaware Court of Chancery decision to force the company's sale to compensate minority investors after a failed buyout in 2016.
Vice Chancellor J. Travis Laster granted the request from Crestview Partners and Load Line Capital, which argued the bond was necessary to protect their interests while Oxbow appeals the case to the Delaware Supreme Court.
According to court documents, Oxbow and the two investors agreed the sale should be paused and a search for a monitor to oversee the process should begin immediately. However, the sides differed on an amount for the bond as well as other key issues in the wake of Laster's ruling.
Crestview and Load Line said in a brief that Oxbow agreed after the ruling to secure only their part of the fees Oxbow paid to attorneys from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, the law firm that initially represented Oxbow but later shifted its allegiance to Koch. But the companies said Oxbow refused to provide the information necessary to calculate the bond's value.
Crestview and Load Line said the bond should reflect potential compensatory damages awarded in the case as well as the difference between the present value of their interest in Oxbow and the potential future value after appeal. Court documents show the investors' bond request totaled at least $310 million.
Laster's ruling Wednesday, outlined in an order for partial final judgment, directed Koch and Oxbow to file an $87.8 million bond with the Register in Chancery within 10 days of the order.
The order followed Laster's decision in February, which found that Koch — the brother of billionaires and conservative political activists Charles and David Koch — improperly denied Crestview and Load Line their right as investors to seek an exit sale under Oxbow's LLC agreement.
Last month, Laster appointed a monitor to oversee Oxbow's sale and ordered Koch to pay tens of million of dollars in sanctions for derailing a deal for the energy company.
Crestview and Load Line said in court documents that they feared Oxbow would drag its feet in complying with the sale and Koch would take steps to make his company, one of the world's largest producers of petroleum coke, unattractive to potential buyers.
Oxbow said in briefing that Koch and the company went “beyond what the court required of them” and argued an excessive bond request would prevent Oxbow from seeking an appeal.
Both parties agreed to an expedited appeals process. According to Laster's order, Oxbow's sale must conclude within one year of a final ruling on appeal.
As of early Thursday afternoon, no appeal had been filed.
Crestview and Load Line, meanwhile, have filed a books-and-records lawsuit, seeking to investigate as much as $50 million in payments Oxbow made to Koch's Mintz Levin attorneys during the underlying litigation. Trial in that case is set for Nov. 5.
Oxbow is represented by Kenneth J. Nachbar, Thomas W. Briggs Jr. and Richard Li of Morris, Nichols, Arsht & Tunnell and Michael S. Gardener, Breton Leone-Quick and R. Robert Popeo of Mintz Levin.
Koch is represented by Stephen C. Norman, Jaclyn C. Levy and Daniyal M. Iqbal of Potter Anderson & Corroon and David Hennes and C. Thomas Brown of Ropes & Gray.
Crestview is represented by Kevin G. Abrams, Michael A. Barlow, J. Peter Shindel Jr., Daniel R. Ciarrocki and April M. Ferraro of Abrams & Bayliss; Brock E. Czeschin, Matthew D. Perri and Sarah A. Galetta of Richards, Layton & Finger; and Michael B. Carlinsky, Jennifer J. Barrett, Chad Johnson, Sylvia Simson, Silpa Maruri of Quinn Emanuel Urquhart & Sullivan.
Load Line is represented by Dale C. Christensen Jr. and Michael B. Weitman of Seward & Kissel and J. Clayton Athey and John G. Day of Prickett, Jones & Elliott.
The case is captioned In re: Oxbow Carbon Unitholder Litigation.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View AllDivided State Court Reinstates Dispute Over Replacement Vehicles Fees
5 minute readSecond Circuit Ruling Expands VPPA Scope: What Organizations Need to Know
6 minute read'They Got All Bent Out of Shape:' Parkland Lawyers Clash With Each Other
Courts of Appeal Conflicted Over Rule 1.442(c)(3) When Claims for Damages Involve a Husband and Wife
Trending Stories
Who Got The Work
Michael G. Bongiorno, Andrew Scott Dulberg and Elizabeth E. Driscoll from Wilmer Cutler Pickering Hale and Dorr have stepped in to represent Symbotic Inc., an A.I.-enabled technology platform that focuses on increasing supply chain efficiency, and other defendants in a pending shareholder derivative lawsuit. The case, filed Oct. 2 in Massachusetts District Court by the Brown Law Firm on behalf of Stephen Austen, accuses certain officers and directors of misleading investors in regard to Symbotic's potential for margin growth by failing to disclose that the company was not equipped to timely deploy its systems or manage expenses through project delays. The case, assigned to U.S. District Judge Nathaniel M. Gorton, is 1:24-cv-12522, Austen v. Cohen et al.
Who Got The Work
Edmund Polubinski and Marie Killmond of Davis Polk & Wardwell have entered appearances for data platform software development company MongoDB and other defendants in a pending shareholder derivative lawsuit. The action, filed Oct. 7 in New York Southern District Court by the Brown Law Firm, accuses the company's directors and/or officers of falsely expressing confidence in the company’s restructuring of its sales incentive plan and downplaying the severity of decreases in its upfront commitments. The case is 1:24-cv-07594, Roy v. Ittycheria et al.
Who Got The Work
Amy O. Bruchs and Kurt F. Ellison of Michael Best & Friedrich have entered appearances for Epic Systems Corp. in a pending employment discrimination lawsuit. The suit was filed Sept. 7 in Wisconsin Western District Court by Levine Eisberner LLC and Siri & Glimstad on behalf of a project manager who claims that he was wrongfully terminated after applying for a religious exemption to the defendant's COVID-19 vaccine mandate. The case, assigned to U.S. Magistrate Judge Anita Marie Boor, is 3:24-cv-00630, Secker, Nathan v. Epic Systems Corporation.
Who Got The Work
David X. Sullivan, Thomas J. Finn and Gregory A. Hall from McCarter & English have entered appearances for Sunrun Installation Services in a pending civil rights lawsuit. The complaint was filed Sept. 4 in Connecticut District Court by attorney Robert M. Berke on behalf of former employee George Edward Steins, who was arrested and charged with employing an unregistered home improvement salesperson. The complaint alleges that had Sunrun informed the Connecticut Department of Consumer Protection that the plaintiff's employment had ended in 2017 and that he no longer held Sunrun's home improvement contractor license, he would not have been hit with charges, which were dismissed in May 2024. The case, assigned to U.S. District Judge Jeffrey A. Meyer, is 3:24-cv-01423, Steins v. Sunrun, Inc. et al.
Who Got The Work
Greenberg Traurig shareholder Joshua L. Raskin has entered an appearance for boohoo.com UK Ltd. in a pending patent infringement lawsuit. The suit, filed Sept. 3 in Texas Eastern District Court by Rozier Hardt McDonough on behalf of Alto Dynamics, asserts five patents related to an online shopping platform. The case, assigned to U.S. District Judge Rodney Gilstrap, is 2:24-cv-00719, Alto Dynamics, LLC v. boohoo.com UK Limited.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250