David Dinkevich v. Deutsche Telekom AG

CourtCourt of Chancery of Delaware
DecidedJune 20, 2025
DocketC.A. No. 2021-0479-PAF
StatusPublished

This text of David Dinkevich v. Deutsche Telekom AG (David Dinkevich v. Deutsche Telekom AG) is published on Counsel Stack Legal Research, covering Court of Chancery of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
David Dinkevich v. Deutsche Telekom AG, (Del. Ct. App. 2025).

Opinion

COURT OF CHANCERY OF THE STATE OF DELAWARE PAUL A. FIORAVANTI, JR. LEONARD L. WILLIAMS JUSTICE CENTER VICE CHANCELLOR 500 N. KING STREET, SUITE 11400 WILMINGTON, DELAWARE 19801-3734

June 20, 2025

Joel Friedlander, Esquire Daniel A. Mason, Esquire Jeffrey M. Gorris, Esquire Sabrina M. Hendershot, Esquire David Hahn, Esquire Spencer V. Crawford, Esquire Matthew D. Venuti, Esquire Paul, Weiss, Rifkind, Wharton & Friedlander & Gorris, P.A. Garrison LLP 1201 N. Market Street, Suite 2200 1313 North Market Street, Suite 806 Wilmington, DE 19801 Wilmington, DE 19801

Elena C. Norman, Esquire Rolin P. Bissell, Esquire Daniel M. Kirshenbaum, Esquire Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801

RE: Dinkevich v. Deutsche Telekom AG et al., C.A. No. 2021-0479-PAF

Dear Counsel:

This letter decision resolves Plaintiff David Dinkevich’s Motion for Leave to

File the Proposed Verified Second Amended Class and Derivative Complaint (the

“Motion”).1 The action asserts claims arising out of the 2020 merger (the “Merger”)

1 Dkt. 431 (“Second Am. Compl.”). Dinkevich v. Deutsche Telekom AG et al., C.A. No. 2021-0479-PAF June 20, 2025 Page 2 of 17

of T-Mobile US, Inc. (“T-Mobile” or the “Company”) and Sprint Corporation

(“Sprint”).

I. BACKGROUND

On June 1, 2021, Plaintiff filed the original Verified Class and Derivative

Complaint (the “Complaint”).2 After the defendants moved to dismiss the

Complaint,3 Plaintiff filed an amended Complaint (the “Amended Complaint,” and

together with the Complaint, the “Complaints”).4 The Amended Complaint is the

current operative complaint. Some of the particularized allegations in the

Complaints were based on Plaintiff’s inspection of T-Mobile’s books and records

obtained under Section 220 of the Delaware General Corporation Law.

On December 17, 2021, the defendants filed four motions to dismiss.5

Plaintiff chose to stand on the Amended Complaint and filed his answering brief on

February 28, 2022.6 On January 18, 2023, the court granted in part and denied in

part the motions to dismiss.7 The most pertinent aspect of that ruling to this Motion

2 Dkt. 1. 3 Dkts. 26−31. 4 Dkt. 37 (“Am. Compl.”). 5 Dkts. 53−58. 6 Dkt. 65. 7 Dkts. 102−106. Dinkevich v. Deutsche Telekom AG et al., C.A. No. 2021-0479-PAF June 20, 2025 Page 3 of 17

is the court’s dismissal with prejudice of Count IX of the Amended Complaint.

Count IX alleged that defendants Marcelo Claure and Ronald Fisher breached their

fiduciary duties by acquiring T-Mobile stock while in possession of material non-

public information, essentially a state law insider trading claim under Brophy v.

Cities Service Co., 70 A.2d 5 (Del. Ch. 1949).8 Although the court dismissed the

Brophy claims, the court denied the motion to dismiss other fiduciary duty claims

relating to Claure and Fisher’s involvement in what have been called the “Softbank

Monetization Transactions.”9

Following the court’s ruling on the motions to dismiss, the parties engaged in

extensive discovery.10 More than 10 million pages of documents were produced,

and 35 depositions were conducted.11 Fact discovery closed on February 28, 2025.12

8 Am. Compl. ¶¶ 275−277. 9 Dkt. 103. 10 Dkts. 115−118, 122, 124, 126−133, 135−153, 156−159, 162−168, 182−183, 185, 188−189, 193, 195−198, 200, 205, 209−211, 213, 215, 227, 232, 239, 266−269, 271, 273−285, 289, 292−293, 297, 304−305, 307−311, 314, 318−319, 326−335, 338−340, 345−346, 349−366, 368−369, 371, 373−382, 387−388, 391−399, 404−406, 408−415, 419−426, 429, 436, 438−441, 448, 463−466, 473−474. 11 Motion ¶ 3. 12 Id. Dinkevich v. Deutsche Telekom AG et al., C.A. No. 2021-0479-PAF June 20, 2025 Page 4 of 17

The parties exchanged opening expert reports on April 9, 2025.13 Plaintiff filed the

Motion on April 18, 2025.

The proposed Second Amended Complaint does three things: (1) dismisses

all claims against defendants Michael Sievert and Braxton Carter; (2) adds

allegations to support the claims against defendant John Legere; and (3) repleads the

Brophy claims against Claure and Fisher. Not surprisingly, there is no opposition to

dropping the claims against Sievert and Carter.14 Legere, Claure, and Fisher oppose

the Motion and, alternatively, ask the court to reschedule the October 2025 trial if

the Motion is granted. Plaintiff contends that granting the Motion should not disrupt

the case schedule, and he opposes any request to reschedule the trial.15

II. ANALYSIS Court of Chancery Rule 15 governs this Motion. The court first considers the

proposed Second Amended Complaint as it applies to Legere, then addresses the

Motion as it pertains to the Brophy claims against Claure and Fisher.

13 Id. 14 Sievert and Carter filed a proposed order dismissing them from the case, which the court will enter. See Dkt. 443. 15 Motion ¶ 9. Dinkevich v. Deutsche Telekom AG et al., C.A. No. 2021-0479-PAF June 20, 2025 Page 5 of 17

A. The Amendment as to Legere

After a responsive pleading is filed in this court, “a party may amend its

pleading only with the opposing party’s written consent or the Court’s leave. The

Court should freely give leave when justice so requires.” Ct. Ch. R. 15(a)(2). This

court interprets Rule 15(a)(2) to “allow for liberal amendment in the interest of

resolving cases on the merits.” Gould v. Gould, 2011 WL 141168, at *7 (Del. Ch.

Jan. 7, 2011). “A motion for leave to amend a complaint is always addressed to the

discretion of the trial court.” Bokat v. Getty Oil Co., 262 A.2d 246, 251 (Del. 1970).

“In exercising that discretion, courts consider a number of factors, including bad

faith, undue delay, dilatory motive, repeated failures to cure by prior amendment,

undue prejudice, and futility of amendment.” Cartanza v. Lebeau, 2006

WL 903541, at *5 (Del. Ch. Apr. 3, 2006); see Cantor Fitzgerald, L.P. v. Cantor,

1999 WL 413394, at *2 (Del. Ch. June 15, 1999) (“In the absence of undue

prejudice, undue delay, bad faith, dilatory motive or futility of amendment, leave to

amend should be granted.” (citation omitted)).

The proposed Second Amended Complaint does not introduce new claims

against Legere. Rather, it incorporates new allegations to bolster Plaintiff’s existing Dinkevich v. Deutsche Telekom AG et al., C.A. No. 2021-0479-PAF June 20, 2025 Page 6 of 17

breach of fiduciary duty claims.16 Plaintiff contends that these new allegations are

supported by recent fact discovery, including Legere’s February 18−19, 2025,

deposition and belatedly produced text messages.17 For example, the proposed

Second Amended Complaint asserts that Legere’s equity-based compensation

created a disincentive to renegotiate the terms of the 2018 merger agreement

between T-Mobile and Sprint in the best interests of T-Mobile’s stockholders.18 It

further alleges that Legere actively pursued future employment with Sprint’s

controlling stockholder, SoftBank Group Corp. (“SoftBank”), during the Merger

negotiations, thereby breaching his duty of loyalty.19 In addition, there are new

allegations that Legere leaked a term sheet that previewed the final exchange ratio

and related terms to Sprint and SoftBank in November 2019.20

Legere maintains that Plaintiff has overstated the significance of the belated

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Related

Cede & Co. v. Technicolor, Inc.
884 A.2d 26 (Supreme Court of Delaware, 2005)
Gannett Co., Inc. v. Kanaga
750 A.2d 1174 (Supreme Court of Delaware, 2000)
Bokat v. Getty Oil Company
262 A.2d 246 (Supreme Court of Delaware, 1970)
Stern v. LF CAPITAL PARTNERS, LLC
820 A.2d 1143 (Court of Chancery of Delaware, 2003)
Braddock v. Zimmerman
906 A.2d 776 (Supreme Court of Delaware, 2006)
State v. Wright
131 A.3d 310 (Supreme Court of Delaware, 2016)
Brophy v. Cities Service Co.
70 A.2d 5 (Court of Chancery of Delaware, 1949)
Frank G.W. v. Carol M.W.
457 A.2d 715 (Supreme Court of Delaware, 1983)

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David Dinkevich v. Deutsche Telekom AG, Counsel Stack Legal Research, https://law.counselstack.com/opinion/david-dinkevich-v-deutsche-telekom-ag-delch-2025.