Chancery Court Blocks Direct Appeal of Directors' Liability for Insider Trading in Fitbit IPO
In a 12-page order, Vice Chancellor Joseph R. Slights III stood by his Dec. 14 opinion, which found that two of Fitbit's outside directors could potentially face liability for suspicious stock sales made by venture capital funds under their control.
January 14, 2019 at 03:39 PM
4 minute read
A Delaware Chancery Court judge Monday blocked a fast-track appeal of his decision last month to green light derivative claims for insider trading by the directors of Fitbit, stemming from the technology company's initial public offering in 2015.
In a 12-page order, Vice Chancellor Joseph R. Slights III stood by his Dec. 14 opinion, which found that two of Fitbit's outside directors could potentially face liability for suspicious stock sales made by venture capital funds under their control. According to the lawsuit, the transactions came after the board learned of possibly catastrophic problems with Fitbit's leading products, which accounted for about 80 percent of the company's revenue.
Slights' finding paved the way for a ruling that a majority of the board likely stood to personally benefit from allegedly improper stock sales ahead of the IPO and helped the plaintiffs to avoid early dismissal of their claims. At the time, Slights acknowledged that “no Delaware court” has considered whether to impose liability under the 1949 case Brophy v. Cities Service on directors for trades they didn't personally make, and he declined to craft a “hard and fast” rule.
The Fitbit directors argued in a Dec. 24 petition for interlocutory appeal that the opinion departed from a consistent line of Delaware cases and raised a novel issue of law. The maneuver, rarely granted in Delaware, would have sent the case directly to the state Supreme Court for review.
According to defense counsel from Morrison & Foerster and Young Conaway Stargatt & Taylor, Brophy claims must be premised on breaches by a fiduciary that worked “to his own profit.” But the trades in question, the lawyers said, were carried out by investment funds that were merely affiliated with Jonathan Callaghan and Steven Murray—and not the directors themselves. Nowhere in the complaint, they said, had the plaintiffs alleged that Callaghan and Murray had received any personal benefits.
“Holding that two directors who did not personally execute any trades are exposed to Brophy liability unsettles the bedrock corporate law principle that a corporation and its owners and directors are separate actors,” attorneys said in the brief.
Last week, lawyers representing the Fitbit investors argued that their clients were entitled at the pleading stage to an inference that Callaghan and Murray had profited from trades made by funds under their control and pointed to multiple allegations in the complaint that Callaghan and Murray had acted with the key element of scienter, or knowledge of their supposed wrongdoing.
On Monday, Slights said that the allegations would need to be fleshed out more in discovery. However, he stood behind the basic principle underlying his decision.
“I am satisfied that it is not particularly novel or controversial as a matter of Delaware law to declare that a fiduciary may not share inside information with a fund he controls so that the fund, in turn, can trade on that inside information as a means to avoid Brophy liability,” he wrote. “Surely defendants are not sponsoring this kind of end-run around insider trading liability.”
Slights also noted that he had gone “out of my way” in the original opinion to explain that he was not making a final determination on the merits of the case, but only providing the plaintiffs with the “liberal pleading stage inferences to which they are entitled.”
“The opinion does not decide a substantial issue of material importance that merits appellate review before a final judgment,” he said. “Specifically, it does not conflict with existing jurisprudence or involve a substantial issue of first impression. Although review of the appeal could terminate the litigation, this alone is insufficient to warrant certification of the appeal.”
Peter D. Andrews, a partner with Andrews & Springer who represented the plaintiffs, declined Monday to comment on the ruling, citing the pending nature of the case. An attorney for the directors did not immediately respond to a call requesting comment.
The plaintiffs are represented by Andrews & Springer in Wilmington, Kahn Swick & Foti in New Orleans, Schubert Jonckheer & Kolbe in San Francisco and Shapiro Haber & Urmy in Boston. The Wilmington firm Rosenthal, Monhait and Goddess is also acting as Delaware counsel in the case.
The Fitbit directors are represented by Morrison & Foerster in San Francisco and Young Conaway in Wilmington.
The case is captioned In re Fitbit Stockholder Derivative 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 AllAmazon Faces Similar Patent Suit Over Alexa, Echo Technology After $46.7M Jury Verdict Against It
3 minute readAntitrust Lawsuit Alleges Scheme to Block Digital-Wallet Competitors, Monopolize Cash Access at US Casinos
Litigant Challenges Judge Connolly: Your Standing Orders on Disclosure Are Illegal, Misguided
Trending Stories
- 1Gibson Dunn Sued By Crypto Client After Lateral Hire Causes Conflict of Interest
- 2Trump's Solicitor General Expected to 'Flip' Prelogar's Positions at Supreme Court
- 3Pharmacy Lawyers See Promise in NY Regulator's Curbs on PBM Industry
- 4Outgoing USPTO Director Kathi Vidal: ‘We All Want the Country to Be in a Better Place’
- 5Supreme Court Will Review Constitutionality Of FCC's Universal Service Fund
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