The firm represents a doctor in Delaware who consulted and ultimately worked on the board of directors for a small publicly traded company who, in counsel’s view, had attempted to illegally avoid its payment obligations to the doctor. After years of litigation in the State of Delaware, including two trips by Alexander Klein to Delaware’s highest court for oral argument, on January 21, 2025 the Delaware Supreme Court decided that the Court of Chancery’s attempt to dismiss the case against the doctor was legally erroneous and that the matter should now proceed against the company on the merits, once and for all.
The details of the case concern the meaning of a contract between the company and the doctor, pursuant to which the parties agreed that the doctor had “no rights to any other options, equity awards or other securities of the Company,” but subject to a carveout preserving “securities of the Company, if any, issued to you on or prior to the date hereof, if any.” According to the allegations, BEKAL’s client had been granted approximately one million stock options by the Company—qualifying as “securities … issued … prior to the date hereof,” and yet the Company attempted to use the contract language as a springboard for eviscerating all prior options rights held by the doctor.
Through complex motion practice and oral argument, BEKAL cogently explained how the Company’s argument was erroneous and failed to live up to the required legal standards. “This case has required two make-or-break trips to the Delaware Supreme Court in the early stages,” Klein recounted. “But we will not be finished here until the Company does right by our client.”
For the decision click here.
For the oral argument click here.
