Case Caption: In re Vladimir Fishel, et al. v. Liberty Media Corporation, et al.
Court: Court of Chancery of the State of Delaware
Case Number: 2024-1057-KSJM
Judge: Honorable Kathaleen St. J. McCormick
Plaintiff: Kapitalforeningen Sampension Invest, Globalt Aktieindeks and Kapitalforeningen Sampension Invest, Globalt Aktieindeks Enhanced
Defendant: Liberty Media Corporation, John C. Malone, Gregory B. Maffei, David A. Blau, Robin P. Hickenlooper, Evan Malone, James Meyer, Jennifer Witz, Michael Rapino, David Zaslav, Jonelle Procope, Kristina M. Salen, Carl E. Vogel, Eddy W. Hartenstein and James P. Holden
KTMC brought claims by former minority stockholders of Sirius XM Holdings Inc. (“Sirius XM”) to challenge Sirius XM’s transaction with its controlling stockholder, Liberty Media Corporation (“Liberty Media”). In this transaction, Liberty Media separated Liberty SiriusXM Group, comprising Liberty Media’s ownership of Sirius XM, into a new company holding Liberty SiriusXM Group’s assets and liabilities, which then merged with Sirius XM to form “New Sirius” (the “Transaction”). Plaintiffs allege that the Transaction was unfair to Sirius XM’s minority stockholders for a variety of reasons, including that, (i) it permits Liberty Media to offload potentially massive, unrelated tax liabilities onto New Sirius, and (ii) causes New Sirius to assume almost two billion dollars of Liberty SiriusXM Group debt. Moreover, the apparent purpose of the Transaction was to close the value gap between the trading price of Liberty SiriusXM Group’s tracking stock and Sirius XM’s net asset value which would not benefit former Sirius XM shareholders. Plaintiffs filed their complaint on October 15, 2024, and are currently awaiting Defendants’ responses.