Delaware Federal Judge Sides With C3 and Founder in Shareholder Lawsuit
"Valuing a private company" is "a notoriously difficult thing" to do, Judge Colm Connolly said.
January 30, 2020 at 06:04 PM
3 minute read
The original version of this story was published on Delaware Law Weekly
U.S. District Judge Colm Connolly of the District of Delaware ruled in favor of an energy software company and its executives, and granted them yet-unspecified attorney fees and expenses, in a long-running shareholder dispute.
Connolly's 51-page opinion Wednesday told the story of a company valued at as much as a half-billion dollars—C3 Inc.—a founder who was attacked by an elephant on a safari in Africa—Thomas Siebel—and a colleague who filled in during his convalescence—David Schmaier.
Along the way, around 2012, they made a deal to merge C3 with a smaller energy software company, Efficiency 2.0, known as E2. It was a stock-for-stock merger based on a calculation of the larger company's value at $500 million, and the smaller one at $50 million.
"Valuing a private company" is "a notoriously difficult thing" to do, Connolly said, quoting another businessman who was not a party to the lawsuit, which was filed by E2 and three of its investors over the valuation. They alleged securities fraud, common law fraud and breach of contract.
Eric Blattman is the lead plaintiff and the largest investor in E2. They were represented by Stephen D. Raber, Jonathan M. Landy, John McNichols, Kyle E. Thomason and Brian P. Hagerty of Williams & Connolly in Washington, D.C., and Timothy Jay Houseal and William E. Gamgort of Young Conaway Stargatt & Taylor, local counsel.
The E2 attorneys did not have a response to the ruling Thursday.
On the winning side are Siebel, Schmaier and C3. They were represented by Michael B. Carlinsky, Kevin P.B. Johnson, Edward J. Defranco, Joseph Milowic III, David Myre, John H. Chun and Jesse Bernstein from Quinn Emanuel Urquhart & Sullivan and Kenneth J. Nachbar and Lauren Neal Bennett from Morris, Nichols, Arsht & Tunnell, local counsel.
The decision is noteworthy because this was one of the very rare 10(b) cases to go to trial, Carlinsky said in an email Thursday. Section 10(b) of the Securities Exchange Act of 1934 makes it unlawful to "use or employ, in connection with the purchase or sale of any security" a "manipulative or deceptive device or contrivance in contravention of such rules and regulations as the [SEC] may prescribe."
"Plaintiffs allege that Siebel and Schmaier made false oral representations that C3 was worth $500 million and that Defendants falsely represented in the Proposed Terms and Letter of Intent and the Merger Agreement that C3 was worth $500 million," Connolly wrote. "The record evidence proves otherwise."
After finding for the defendants on all counts, the judge ordered the plaintiffs to pay "reasonable attorneys' fees, costs, and disbursements."
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 AllKramer Levin's Patent Trial Team Discusses Teaching Tech to Juries
Kirkland Fends Off Antitrust Claims for Thomson Reuters Against AI-Backed Start-Up
FTC Goes After AI Tool That Has Capability to Mass Produce Fake Reviews
6 minute readMeta Directors Accused of Deleting Emails Discussing Cambridge Analytica, FTC Settlement
3 minute readLaw Firms Mentioned
Trending Stories
- 1Davis Polk Lands Spirit Chapter 11 Amid Bankruptcy Resurgence
- 2Construction Fall Nets $2.3 Million Settlement After Trial Begins
- 3By the Numbers: The 2024 LTN Law Firm Tech Survey
- 4Can The Threat of a Bar Complaint Be a Settlement Tool?
- 5Sentencing Commission Addresses Inconsistent Definitions of “Loss”
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