This Week in Chancery Court: Trump SPAC, Amazon, Prince’s Estate

Amazon.com Inc. shareholders say the e-commerce giant is making an unusual forum demand in a books-and-records trial before Delaware’s Court of Chancery this week.

Here’s a look at more from the court’s calendar:

Monday: Activant Ventures Advisors II LLC v. Breslow, Del. Ch., No. 2023-0721, hearing 4/22/24.

At issue: Vice Chancellor Nathan A. Cook will hear oral arguments on motions to expedite and stay discovery in a private equity firm’s lawsuit against Bolt Financial Inc. founder Ryan Breslow. The lawsuit filed last July claims the former fintech “golden boy” stacked Bolt’s board with loyalists to shield himself from accountability over a scheme to siphon $30 million from the payments startup. Breslow became one of the world’s youngest billionaires when Bolt was valued at $11 billion in early 2022, but he fell off the Forbes 2024 World’s Billionaires list amid the company’s legal and internal troubles. Breslow and Bolt each have filed motions to dismiss the Chancery Court lawsuit.

Court action: A hearing on the pending motions will be heard via videoconferencing.

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Monday: State of Delaware v. Publicis Health LLC, Del. Ch., No. 2024-0087, teleconference 4/22/24.

At issue: Chancellor Kathaleen St. Jude McCormick will hold a hearing on Delaware’s portion of a national $350 million settlement over advertising firm Publicis Health LLC’s role in helping Purdue Pharma LP boost sales of OxyContin even as the country’s opioid addiction crisis expanded. Delaware’s portion of the settlement totals over $1.5 million, according to a consent judgment filed with the court. Publicis Health is a unit of French media conglomerate Publicis Groupe SA. Delaware Attorney General Kathy Jennings (D) said the money will go into a state fund to help address the opioid epidemic, according to a statement.

Court action: The hearing will be held via teleconference.

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Tuesday: United Atl. Ventures LLC v. TMTG Sub Inc., Del. Ch., No. 2024-0184, teleconference 4/23/24.

At issue: Vice Chancellor Morgan T. Zurn, who oversaw meme stock investors’ unusually unruly litigation last year challenging AMC Entertainment Holdings Inc.'s bid to recapitalize, is now in charge of one of four Chancery Court lawsuits over a merger between former President Donald Trump’s social media platform and a publicly traded shell entity. Two co-founders of Trump Media have asked the court to reschedule a hearing on injunction motions, as well as address a motion to stay discovery. They’ve also filed a second amended complaint.

Court action: Teleconference.

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Friday: McMillan v. Nelson, Del. Ch., No. 2024-0016, oral arguments 4/26/24.

At issue: McCormick previously fast-tracked litigation over the management structure of Prince Legacy LLC, the company composed of the late pop icon Prince’s family and friends who manage the musician’s estate. Two of Prince’s longtime friends, entertainment lawyer L. Londell McMillan and music producer Charles Spicer Jr., and one of Prince’s nephews allege the other relatives breached the operating agreement by trying to oust McMillan and Spicer. Now the relatives targeted by the lawsuit, who want to retain control of the company, want the case dismissed. McMillan and Spicer, meanwhile, seek a partial summary judgment declaring they remain managing members of Prince Legacy and that the other relatives’ amendments to its operating agreement are invalid.

Court action: Oral arguments on the plaintiffs’ motion for partial summary judgment and the defendants’ motion to dismiss will be heard in Wilmington, Del.

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Friday: Roberta Ann K.W. Wong Leung Revocable Tr. v. Amazon.com Inc., Del. Ch., No. 2023-1251, trial 4/26/24.

At issue: Amazon will go to trial to fend off a stockholder’s demand for internal files and documents. Any release of internal records should be subject to conditions requiring the confidentiality of inspection materials as well as “restricting the litigation use of inspection materials to a suit in a Delaware forum,” Amazon’s attorney said in a pre-trial brief. The plaintiffs, who cited an investigation and ongoing litigation led by the Federal Trade Commission as the basis for the books-and-records demand, argues Amazon’s insistence on a Delaware forum is unusual, according to their opening pre-trial brief.

Court action: A one-day trial will be held in Dover, Del., before Magistrate Bonnie David.

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