Order Upheld Requiring Charney to Repay $19.5M in American Apparel Fight
The Delaware Supreme Court has affirmed a Delaware Court of Chancery ruling that required former American Apparel CEO Dov Charney to repay $19.5 million to a hedge fund in a dispute over money he owed from a failed fight to regain control of the company he helped to found.
September 25, 2018 at 06:00 PM
4 minute read
The Delaware Supreme Court has affirmed a Delaware Court of Chancery ruling that required former American Apparel CEO Dov Charney to repay $19.5 million to a hedge fund in a dispute over money he owed from a failed fight to regain control of the company he helped to found.
A three-member panel of the high court on Monday affirmed the Dec. 19 decision by Chancellor Andre G. Bouchard, which upheld as valid a series of agreements Charney struck with Standard General shortly after his ouster over accusations of sexual harassment and mismanagement in 2014.
In a 65-page opinion, Bouchard had rejected Charney's claims that the New York-based investment firm duped him with promises it never intended to keep, and the judge slammed as “illogical” Charney's “kitchen sink” of defenses to Standard General's suit.
The Supreme Court did not hear oral argument's on Charney's appeal in August. The one-page order, signed by Justice James T. Vaughn Jr., instead confirmed Bouchard's decision on the briefs.
An attorney for Charney declined to comment, saying his firm had not been able to contact its client for permission to speak on the matter. An attorney for Standard General was not immediately available to comment on Tuesday.
Bouchard's ruling last December cleared the way for Standard General to recover a principal of $19.5 million, plus interest, on the loan that it made to Charney to help fund what turned out to be an unsuccessful proxy battle to retake his grip on American Apparel, which has since gone through two bankruptcies.
According to court documents, Charney borrowed the money in order to increase his holdings in the company to 43 percent so that he could launch a proxy contest to replace the board that had suspended him in the wake of the allegations. Charney denies any wrongdoing and maintains that the accusations against him were fabricated.
After the Los Angeles-based company pushed back, however, Charney, Standard General and American Apparel entered a standstill agreement that reconstituted the board and established a committee to investigate misconduct allegations and decide whether Charney should return to the board. Charney and Standard General separately signed a string of agreements to define their relationship over the months that followed.
The committee in December 2014 voted against reinstating Charney, and the new American Apparel board terminated his employment for cause, sparking a flurry of litigation in multiple forums.
In Delaware, Charney raised a slew of 11 affirmative defenses to Standard General's suit, arguing among other things that Standard General had fraudulently induced him with promises that he would return as CEO.
Bouchard, however, said that Charney's claims contradicted the plain terms of the agreements, which laid out a committee process to consider Charney's potential return and established limitations on the parties' voting power in light of the standstill agreement.
“I conclude that Charney could not have reasonably relied on any of these alleged false promises because they directly conflict with the terms of the eight written agreements he signed, and that his other affirmative defenses fail as a matter of law and undisputed fact,” Bouchard wrote.
The case, on appeal, was captioned Charney v. Standard General.
Charney was represented by Theodore A. Kittila of Halloran Farkas + Kittila.
Standard General was represented by Shannon Rose Selden, Derek Wikstrom and Justin Horton of Debevoise & Plimpton and Raymond J. DiCamillo and Matthew D. Perri of Richards, Layton & Finger.
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