This case challenged a complicated transaction where Charter agreed to sell shares to Liberty at its market price at the same time that Charter was buying two companies that were projected to significantly increase its value.

In 2023, almost eight years after the case was filed, Charter’s directors and its largest investor, Liberty Broadband, agreed to pay $87.5 million to settle the case. When Joel presented the settlement for court approval, Vice Chancellor Sam Glasscock said:

• “This is an excellent result that you have achieved, and … I think this is an example of how our system, if it’s going to work, must work. … The fact that you persevered through eight years. I was a little shocked to see it had been that long since this was filed.”

   

• “The effort involved here and, once again, the spectacular array of talent on both sides, convinces me that this is not just a fair settlement, but a good settlement.”
• “I’m absolutely sincere that this is the way litigation should run.”
• “When I see a result like this after eight or nine years of effort, it renews my faith in the system as we have structured it.”

In 2023, Madison Square Garden Entertainment’s controlling stockholders, Jim Dolan and other members of the Dolan family, agreed to pay $85 million to settle a case brought by investors in MSGE challenging a merger between MSGE and another Dolan-controlled company, MSG Networks.

Over the course of this case, Equity team members developed evidence suggesting that multiple different MSGE executives had deleted texts or emails about the deal. They also found evidence that outside lawyers had told MSG Networks directors to destroy notes from a board meeting where the merger was approved. Defendants agreed to settle before the Court ruled on Plaintiffs’ motion for sanctions.

This case, brought by an investor in Surgery Partners, Inc., challenged a multi-party deal in which Surgery Partners’ controlling stockholder, HIG Capital, sold all of its shares to Bain Capital while, at the same time, causing Surgery Partners to issue preferred stock to Bain on terms that the plaintiff alleged to be unfair.

This was a particularly complex case because it involved a convertible preferred security, which is an unusual type of investment instrument that even the Court of Chancery has rarely been called upon to value. After years of fact and expert discovery, the Equity Team developed evidence suggesting that the terms of the preferred-stock issuance to Bain got worse over the course of negotiations as the price that Bain was offering to HIG got better. Defendants agreed to a $45 million cash settlement on the eve of a summary judgment hearing.

This case challenged a deal in which AMC repurchased shares from its controlling shareholder, a Chinese company called Dalian Wanda. Shortly after the repurchase, AMC’s share price dropped substantially.

Through discovery, Equity team members learned that, during the negotiations, AMC’s CEO had bragged to Wanda that he had saved Wanda approximately $25 million by giving false information to the special committee charged with representing AMC and its public investors.

Defendants ultimately agreed to pay a $17.375 million cash settlement. This was the largest cash settlement ever achieved in the Delaware Court of Chancery after a Special Litigation Committee of independent directors had filed a report recommending dismissal.

In approving the settlement, Vice Chancellor Zurn recognized that “this case was riskier than most” and applauded the plaintiff team for achieving a “very good outcome for stockholders,” through their “diligence and persistence.”