On February 23, 2021, the Delaware Court of Chancery denied, in part, the motions to dismiss of Sirius XM Holdings Inc. ("Sirius XM"), Gregory B. Maffei, James E. Meyer and David J. Frear, Roger J. Lynch, Jason Hirschhorn, Roger Conant Faxon, Timothy Leiweke, Michael M. Lynton and Mickie Rosen (collectively, the "Defendants"). Plaintiff, who is a former stockholder of Pandora Media, Inc. ("Pandora"), filed a class action complaint ("Complaint") which alleges that Defendants breached their fiduciary duties in connection with Pandora's merger with Sirius XM (the "Merger"). Specifically, Plaintiff's Amended Complaint alleges, among other things, that Defendants breached their fiduciary duties by (i) agreeing to the terms of the Merger, which resulted in an unfair price for the Company’s public stockholders; (ii) retaining LionTree as a financial advisor notwithstanding LionTree’s deep ties to Sirius’s controller John Malone and otherwise failing to cabin LionTree’s conflicts; (iii) accepting the $10.14 implied per share Merger consideration without subjecting the consideration to a “collar”; and (iv) failing to provide Pandora’s stockholders with all material facts when seeking their approval of the Merger.
A public version of Plaintiff's Amended Complaint can be accessed here.