CARR EX REL. ADVANCED CARDIAC THERAPEUTICS, INC. v. NEW ENTERPRISE ASSOCIATES, INC.

C.A. No. 2017-0381-AGB.

KENNETH CARR, individually and on behalf of all others similarly situated, and derivatively on behalf of nominal defendant ADVANCED CARDIAC THERAPEUTICS, INC., Plaintiff, v. NEW ENTERPRISE ASSOCIATES, INC., PETER JUSTIN KLEIN, ROY T. TANAKA, DUKE S. ROHLEN, ARIS CONSTANTINIDES, WILLIAM OLSON, MICHAEL J. PEDERSON, NEW ENTERPRISE ASSOCIATES 14, L.P., NEA PARTNERS 14, LIMITED PARTNERSHIP, NEA 14 GP, LIMITED PARTNERSHIP, NEA VENTURES 2014, LIMITED PARTNERSHIP, AND DUKE ROHLEN AND KENDALL SIMPSON ROHLEN, AS TRUSTEES OR SUCCESSOR TRUSTEE, OF THE ROHLEN REVOCABLE TRUST DATED U/A/D 6/12/98, Defendants, and ADVANCED CARDIAC THERAPEUTICS, INC. Nominal Defendant.

Court of Chancery of Delaware.

Decided: March 26, 2018.


Attorney(s) appearing for the Case

T. Brad Davey and Matthew A. Golden of POTTER ANDERSON & CORROON LLP, Wilmington, Delaware; Barry S. Pollack and Joshua L. Solomon of POLLACK SOLOMON DUFFY LLP, Boston, Massachusetts; Counsel for Plaintiff.

Herbert W. Mondros and Krista R. Samis of MARGOLIS EDELSTEIN, Wilmington, Delaware; Counsel for Defendants Peter Justin Klein, Roy Tanka, Duke Rohlen, Aris Constantinides, William Olson, Michael Pederson, Duke Rohlen and Kendall Simpson Rohlen, as Trustees or Successor Trustee of the Rohlen Revocable Trust Dated U/A/D 6/12/98, and Nominal Defendant Advanced Cardiac Therapeutics, Inc.

Michael F. Bonkowski and Nicholas J. Brannick of COLE SCHOTZ P.C. Wilmington, Delaware; Roger A. Lane , Courtney Worcester , and Jasmine D. Coo of FOLEY & LARDNER LLP, Boston, Massachusetts; Angelica Boutwell of FOLEY & LARDNER LLP, Miami, Florida; Counsel for Defendants New Enterprise Associates, Inc., New Enterprise Associates 14, L.P., NEA Partners 14, Limited Partnership, NEA 14 GP, Limited Partnership, NEA Ventures 2014 Limited Partnership.


MEMORANDUM OPINION

This action involves a dispute between Kenneth Carr, a co-founder of Advanced Cardiac Therapeutics, Inc. ("ACT" or the "Company"), and its controlling stockholder, New Enterprise Associates, Inc. ("NEA"). ACT is a pre-commercial medical device company. NEA holds itself out as one of the largest venture capital...

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