Northern Star Sponsor, LLC v. Kenville

• Court: Supreme Court of Delaware
• Decided: January 15, 2026
• Docket: 482, 2025
• Status: Published

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

NORTHERN STAR SPONSOR, § LLC, JOANNA COLES, § JONATHAN J. LEDECKY, JAMES § No. 482, 2025 H.R. BRADY, JONATHAN § MILDENHALL, DEBORA SPAR, § Court Below—Court of Chancery and JUSTINE CHENG, § of the State of Delaware § Defendants Below, § C.A. No. 2024-0276 Appellants, § § v. § § SARAH KENVILLE, DYLAN § NEWMAN, and MICHAEL § FARZAD, § § Plaintiffs Below, § Appellees. §

Submitted: December 2, 2025 Decided: January 15, 2026

Before SEITZ, Chief Justice; VALIHURA and TRAYNOR, Justices.

ORDER

After consideration of the notice of interlocutory appeal, the supplemental

notice, the exhibits, and the supplemental authority, it appears to the Court that:

(1) In March 2024, plaintiffs below-appellees, former stockholders of

Northern Star Acquisition Corp. (“Northern Star”), filed a class action complaint

asserting claims for breach of fiduciary duty and unjust enrichment against

defendants below-appellants Northern Star Sponsor LLC, Joanna Coles, Jonathan J. Ledecky, James H.R. Brady, Jonathan Mildenhall, Debora Spar, and Justine Cheng.

The claims arose from a de-SPAC merger between Northern Star and Barkbox, Inc.

(2) In February 2025, the plaintiffs moved for certification of a class

consisting of people who held shares of Northern Star Class A common stock as of

the May 26, 2021 redemption deadline and who were entitled to, but did not, redeem

all of their shares, and their successors-in-interest who obtained their shares by

operation of law. After briefing and argument, the Court of Chancery granted the

motion in a bench ruling (“Class Certification Ruling”). The court concluded that

the proposed class satisfied the numerosity, commonality, typicality, and adequacy

requirements of Court of Chancery Rules 23(a) and could be maintained under Rules

23(b)(1) (adjudication of one stockholder’s claims would be dispositive of the

interests of other stockholders) and (b)(2) (the conduct at issue was generally

applicable to all class members). The court entered an order implementing the ruling

on October 31, 2025.

(3) On November 10, 2025, the defendants filed a timely application for

certification of the Class Certification Ruling under Supreme Court Rule 42. The

plaintiffs opposed the application. The Court of Chancery denied the application for

certification.

(4) In denying certification, the Court of Chancery first found that the Class

Certification Ruling did not decide a substantial issue of material importance

2 because it decided a procedural issue, not a substantive one. The court next

considered the Rule 42(b)(iii) criteria identified by the defendants as supporting

certification. As to Rule 42(b)(iii)(A) (a question of law resolved for the first time

in Delaware), the court found that it was well-settled that a class could be certified

for claims alleging breaches of fiduciary duty. The court cited multiple cases

asserting breaches of fiduciary duty in connection with de-SPAC mergers where

stockholder classes were certified. The court also rejected the defendants’

contention that the Class Certification Ruling created a matter of first impression by

establishing a rebuttable presumption of reliance in class actions, stating that it had

made no such determination.

(5) Turning to Rule 42(b)(iii)(E) (interlocutory order that reverses or sets

aside a prior decision of the trial court), the court noted that the defendants did not

actually argue that there was a reversal of a prior decision. The court disagreed with

the defendants’ characterization of the Class Certification Ruling as conflicting with

holdings of this Court and the Court of Chancery. The court described the Class

Certification Ruling as distinguishing previous cases, not rejecting or conflicting

with those cases. The court also rejected the defendants’ reliance on Rule

42(b)(iii)(G) (review of the interlocutory order may terminate the litigation) because

the merits of the plaintiffs’ claims would have to be litigated regardless of whether

the Class Certification Ruling was reversed.

3 (6) As to Rule 42(b)(iii)(H) (review of the interlocutory order may serve

considerations of justice), the court concluded that the defendants had not shown

that interlocutory review would serve considerations of justice. The court found that

the defendants’ reliance on Green v. GEICO Gen. Ins. Co.1 to argue otherwise was

misplaced. Green involved the Superior Court’s certification of a class in a case

involving claims that an insurance company used computer models to deny valid

claims of insureds, not claims for breach of fiduciary duty in the context of requested

stockholder action in a de-SPAC transaction. And although the Superior Court had

granted the application for certification of an interlocutory appeal, this Court refused

the appeal, finding that the case was not exceptional and that interlocutory review

would not terminate the litigation.2 Finally, the court found that the benefits of

interlocutory review would not outweigh the probable costs because such review

would only further delay and disrupt the litigation.

(7) Applications for interlocutory review are addressed to the sound

discretion of this Court.3 In the exercise of our discretion and giving due weight to

the Court of Chancery’s view, we conclude that the application for interlocutory

review does not meet the strict standards for certification under Rule 42(b). We

1 Green v. Geico Gen. Ins. Co., 2019 WL 4643937 (Del. Super. Ct. Sept. 23, 2019). 2 Geico Gen. Ins. Co. v. Green, 219 A.3d 996, 2019 WL 5057862 (Del. Oct. 8, 2019) (TABLE). 3 Supr. Ct. R. 42(d)(v). 4 agree with the Court of Chancery that the Rule 42(b)(iii) criteria do not weigh in

favor of interlocutory review. Exceptional circumstances that would merit

interlocutory review do not exist,4 and the potential benefits of interlocutory review

do not outweigh the inefficiency, disruption, and probable costs caused by an

interlocutory appeal.5

NOW, THEREFORE, IT IS ORDERED that this interlocutory appeal is

REFUSED.

BY THE COURT:

/s/Karen L. Valihura Justice

4 Id. 42(b)(ii). 5 Id. 42(b)(iii). 5