Jed DeWick Defeats Motion to Dismiss in Delaware’s Court of Chancery


Arrowood LLP partner, Jed DeWick, scored a legal victory in Delaware’s Court of Chancery on October 18th when a motion to dismiss his clients’ counterclaims and third-party claims for post-merger stock appraisal rights and breach of fiduciary duty was denied.

Mr. DeWick is counsel to Vijay Basani and Jayapal Basani, founders of Cygilant Inc., a cybersecurity firm, that merged with another cybersecurity firm in December 2021 without the founders’ knowledge or consent. Following the merger, Cygilant sued the Basanis in Delaware Chancery Court, seeking to prevent the founders from exercising their post-merger appraisal rights. The Basanis brought counterclaims and third-party claims against Cygilant, its controlling shareholder, Arrowroot Capital, and four former directors for breaches of fiduciary duty and seeking statutory appraisal. Cygilant and the third-party defendants moved to dismiss all of the Basanis’ claims.

In a ruling from the bench after arguments, the Vice Chancellor denied the motion to dismiss the Basanis’ claims in its entirety and ordered that the claim for post-merger appraisal and all claims for breach of fiduciary duty shall proceed. The Vice Chancellor held that the claims for breach of fiduciary duty sufficiently stated claims for self-dealing and disclosure failures in connection with the December 2021 merger. The Vice Chancellor also held that Cygilant’s arguments that appraisal was the Basanis’ exclusive remedy and that the claims were derivative and not direct were against long-standing Delaware corporate law and were not advanced in good faith, entitling Mr. DeWick’s clients to attorneys’ fees and costs.

During his arguments, Mr. DeWick stated, “There was nothing in the disclosure about the process of negotiating a price, about the value of the company, about the prospects of the company…You can’t present shareholders with zero information.”

The Basanis are represented by Jed DeWick and Raymond P. Ausrotas of Arrowood LLP, and K. Tyler O’Connell of Morris James LLP.

Additional litigation filed by the Basanis is ongoing in Massachusetts, where Cygilant was headquartered prior to the merger.

Read the Law360 article for additional details.