The Renco Group, Inc. v. MacAndrews AMG Holdings LLC

Opinion

EFiled: May 07 2015 03:40PM EDT Transaction ID 57203332 Case No. 7668-VCN

COURT OF CHANCERY

OF THE

STATE OF DELAWARE

JOHN W. NOBLE 417 SOUTH STATE STREET VICE CHANCELLOR DOVER, DELAWARE 19901 TELEPHONE: (302) 739-4397 FACSIMILE: (302) 739-6179

May 7, 2015

Stephen P. Lamb, Esquire Kevin G. Abrams, Esquire Meghan M. Dougherty, Esquire J. Peter Shindel, Jr., Esquire Paul, Weiss, Rifkind, Wharton Abrams & Bayliss LLP & Garrison LLP 20 Montchanin Road, Suite 200 500 Delaware Avenue, Suite 200 Wilmington, DE 19801 Wilmington, DE 19801

Joel Friedlander, Esquire Benjamin P. Chapple, Esquire Friedlander & Gorris, P.A. 222 Delaware Avenue, Suite 1400 Wilmington, DE 19801

Re: The Renco Group, Inc. v. MacAndrews AMG Holdings LLC C.A. No. 7668-VCN Date Submitted: May 1, 2015

Dear Counsel:

Plaintiff The Renco Group, Inc. (“Renco”) has moved for reconsideration of

the Court’s Letter Opinion1 which denied Renco’s application for certification of

1 Renco Gp., Inc. v. MacAndrews AMG Hldgs. LLC, 2015 WL 1830476 (Del. Ch. Apr. 20, 2015) (the “Letter Opinion”).

The Renco Group, Inc. v. MacAndrews AMG Holdings LLC C.A. No. 7668-VCN May 7, 2015 Page 2

interlocutory appeal from the Court’s Order and Memorandum Opinion2 granting

in part the Defendants’ Motion to Dismiss.3

The debate focuses on certain fiduciary duty claims and aiding and abetting

breach of fiduciary duty claims that the Court dismissed. In denying Renco’s

application for certification of an interlocutory appeal, the Court arguably

overstated the similarities between the Opinion and an earlier decision regarding

comparable claims of the Nominal Defendant here.4 Regardless of the Court’s

view of the relationship between the two actions, other grounds for rejection of the

interlocutory appeal were set forth, such as that an interlocutory appeal is

extraordinary and that an interlocutory appeal would not resolve the litigation.

A motion for reargument under Court of Chancery Rule 59(f) requires the

moving party to “demonstrate either that the Court overlooked a controlling

2 Renco Gp., Inc. v. MacAndrews AMG Hldgs. LLC, 2015 WL 394011 (Del. Ch. Jan. 29, 2015) (the “Opinion”). 3 The Supreme Court has rejected Renco’s interlocutory appeal effort. Renco Gp., Inc. v. MacAndrews AMG Hldgs. LLC, 2015 WL 2019387 (Del. Apr. 30, 2015). Perhaps that was the end of any interlocutory appeal of the Opinion and its implementing order, but the Court will, nonetheless, address Renco’s motion. 4 AM General Hldgs. LLC v. Renco Gp., Inc., 2013 WL 5863010 (Del. Ch. Oct. 31, 2013).

The Renco Group, Inc. v. MacAndrews AMG Holdings LLC C.A. No. 7668-VCN May 7, 2015 Page 3

decision or principle of law that would have a controlling effect, or the Court

misapprehended the facts or the law such that the outcome of the decision would

be different.”5 Thus, even if the Court misapprehended the similarities between the

legal theories advanced by the parties in the two actions, the outcome would not

have been different and, therefore, Renco’s motion for reconsideration of the Letter

Opinion is denied.

IT IS SO ORDERED.

Very truly yours,

/s/ John W. Noble

JWN/cap cc: Thad J. Bracegirdle, Esquire Register in Chancery-K

5 Carlyle Inv. Mgmt., LLC v. Moonmouth Co., S.A., 2014 WL 4104702, at *2 (Del. Ch. Aug. 21, 2014).