12/4/2023 0 Comments Aim immunotech![]() Jorgl’s motion for a preliminary mandatory injunction is therefore denied. And-in light of the evidence presented by the defendants-I certainly cannot find that Jorgl is entitled to a judgment as a matter of law. Without the benefit of a trial, I cannot resolve these questions of fact. At bottom, there are myriad factual disputes that make the imposition of mandatory relief impossible. I cannot say that they were wrong or that they acted unreasonably. The limited record before me, however, suggests that the directors concluded a clandestine plan was afoot. He argues that the board sought to entrench itself at the expense of his rights as a stockholder. Jorgl also asserts that the board’s rejection of his notice was inequitable, requiring this court to step in. But the evidence put forward by the defendants indicates that Jorgl’s notice was-at best-misleading. Jorgl argues that his notice was compliant because he knew nothing about the involvement of Tudor or Xirinachs at the time he submitted it. Other than describing a potential agreement for Chioini and Rice to reimburse certain costs, Jorgl did not mention any arrangements or understandings with Tudor or Xirinachs in his nomination notice. Xirinachs 2 and Chioini then formally engaged counsel and Xirinachs officially agreed to provide funding. Rice promised Jorgl he would not be on the hook for any expenses, and Jorgl submitted his nomination notice to AIM. Jorgl then bought shares and transferred them into record name with the help of Xirinachs. Chioini asked Rice to run alongside him, and Rice asked Jorgl to become a stockholder. When Lautz failed, Tudor, Chioini, and Xirinachs regrouped to find another stockholder to be the public face of their effort. Tudor, desiring to take control of the board, asked Lautz to nominate Chioini (and another individual). That discovery indicated that a web of individuals had worked together to bring Jorgl’s nomination forward. Despite Jorgl’s insistence that no discovery was necessary to prove his claim, expedited discovery ensued. Jorgl responded by filing litigation in this court, seeking a preliminary mandatory injunction requiring the board to accept his nomination and include his nominees on a universal proxy card. The board voted to reject Jorgl’s notice and to commence litigation against Jorgl, Chioini, Rice, Tudor, and others for potential violations of federal securities laws. Such disclosure was required by AIM’s advance notice bylaw. After reviewing information showing that Rice and Chioini also had ties to Tudor, the board came to believe that Jorgl’s notice omitted to mention arrangements or understandings with an undisclosed group. The quick succession and commonalities between the failed Lautz nomination and the Jorgl nomination prompted the board to investigate. Tudor’s actions had led AIM to seek injunctive relief against him in Florida and to send cease-and-desist letters requesting that Tudor comply with federal securities laws. The board deduced that Lautz had been working on behalf of stockholder Franz Tudor, who had been vexing AIM since 2020 with threatening emails and interference with AIM’s business contacts. The board suspected that Jorgl’s nomination was not submitted out of the blue given that another stockholder, Walter Lautz, had tried to nominate Chioini in April. On July 8, Jorgl (working with Rice, Chioini, and counsel) submitted a notice to AIM that proposed the nominations of Rice and Chioini to AIM’s board of directors. None of Rice, Chioini, or Xirinachs were AIM stockholders. Jorgl bought about $800 worth of AIM stock and transferred the shares into his name of record with the guidance of Rice, Rice’s former colleague Robert Chioini who also wished to be a board candidate, and Chioini’s business associate Michael Xirinachs. Jorgl first learned of AIM just days before buying stock when his surfing buddy Michael Rice, who desired a seat on AIM’s board, asked Jorgl to buy shares for the purpose of nominating him. Equels, William Mitchell, and Stewart Appelrouth WILL, Vice Chancellor The plaintiff in this matter, Jonathan Thomas Jorgl, has been a stockholder of AIM ImmunoTech, Inc. Thornton, POTTER ANDERSON & CORROON LLP, Wilmington, Delaware Counsel for Defendants AIM ImmunoTech Inc., Thomas K. Marco Molina, BAKER & HOSTETLER LLP, Costa Mesa, California Counsel for Plaintiff Jonathan Thomas Jorgl Michael A. Lyons, BAKER & HOSTETLER LLP, Wilmington, Delaware Teresa Goody Guillén, BAKER & HOSTETLER LLP, Washington, D.C. 2022-0669-LWW MEMORANDUM OPINION Date Submitted: OctoDate Decided: OctoJeffrey J. EQUELS, WILLIAM MITCHELL, and STEWART APPELROUTH, Defendants. IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JONATHAN THOMAS JORGL, Plaintiff, v.
0 Comments
Leave a Reply. |
AuthorWrite something about yourself. No need to be fancy, just an overview. ArchivesCategories |