Chancellor Sets Schedule for 'Ratification' Battle
The Court's letter ruling today sets resolution of the "ratification" question for several weeks down the road while preserving the July 8 hearing date for Plaintiff's legal fees petition.
The Chancellor has spoken.
I. The Ruling on the ‘Ratification’ Briefing Schedule
In a Tornetta v. Musk1 letter ruling today (June 27), Chancellor Kathaleen St. Jude McCormick granted in part the Defendants’ motion to vacate the current schedule in order to accommodate briefing on the legal effect of the June 13 Tesla shareholder “ratification” vote.
(image generated by Microsoft Designer AI)
Meanwhile, the Chancellor will preserve the July 8 hearing date for Plaintiff’s petition for legal fees. Her letter instructs the parties to argue only the legal fees issue at the July 8 hearing, without reference to any effect that the shareholder vote might have on the awarding of legal fees.
The briefing schedule on “the effect of the Tesla stockholders’ June 12, 2024 vote on this action” will be:
June 28 (tomorrow): Defendants’ opening motion and brief;
July 12: Plaintiff’s answering brief;
July 19: Defendants’ reply brief.
The Chancellor instructed the parties to contact her chambers to set a hearing on the Defendants’ ratification motion for “late July or the first week in August.”
The word limit of the opening briefs will be 14,000, just as Defendants requested, and per Court of Chancery Rule 7(c)(3). The reply brief will have an 8,000 word limit per the same rule.
II. Who Won & Who Lost?
Who came out on top in the tussle over the scheduling order?
Defendants can celebrate the granting of their motion to vacate the existing scheduling order in order to accommodate their contention about “ratification.”
Plaintiff can celebrate the preservation of the July 8 date for the legal fees petition.
But no one really won or lost.
Rather, the Chancellor will continue to proceed in the thoughtful and methodical manner that has characterized her work to date.
I think we can be fairly confident that, one way or the other, the Chancellor will have entered a final order in this case by the end of August.
For background on the case, see Part II (Where We Are Now, and How We Got There) in this Substack post.
Yes, if one wanted to understand the phrase "judicial temperament", close observation of McCormick would be profitable.
Thanks for the note Montana. Makes sense from the Judge’s perspective to give them a bit of time and avoid the defendants bringing it up as part of the appeal (not that they won’t try).
Sorry if this has been mentioned elsewhere, but for the appeal, does the DESC have to rule on the case, or can they decline to like the USSC?
Any thoughts on the timeframe for an appeal ruling, assuming an end of August final decision? By year end?