Thomas Drew Rutledge v. Clearway Energy Group LLC

• Court: Court of Chancery of Delaware
• Decided: June 6, 2025
• Docket: 2025-0499-LWW
• Status: Published

Opinion

EFiled: Jun 06 2025 02:50PM EDT GRANTED Transaction ID 76413936 Case No. 2025-0499-LWW IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

THOMAS DREW RUTLEDGE, : : Plaintiff, : : v. : C.A. No. 2025-0499-LWW : CLEARWAY ENERGY GROUP LLC, and : CHRISTOPHER SOTOS, : : Defendants, : : and : : CLEARWAY ENERGY, INC., : : Nominal Defendant. :

[PROPOSED] CERTIFICATION OF QUESTIONS OF LAW

WHEREAS, Plaintiff Thomas Drew Rutledge (“Plaintiff”) has moved

pursuant to Delaware Supreme Court Rule 41(a)(i) for an order certifying certain

questions of constitutional law to the Delaware Supreme Court (the “Motion”); and

WHEREAS, the Court has considered the Motion and all arguments and

papers submitted by the parties with respect to the Motion;

IT IS HEREBY ORDERED this ___ day of ___________, 2025, as follows:

A. The Motion is GRANTED.

B. Pursuant to Supreme Court Rule 41 and Official Form K, the Court

finds and certifies as follows: 1) The nature and state of the proceedings are: Plaintiff has filed a verified

derivative complaint. Defendants have not yet answered or moved to dismiss.

2) The following facts are undisputed:

(i) Plaintiff’s plenary complaint was filed on May 6, 2025.

(ii) Plaintiff challenges the fairness of an asset-purchase transaction (the

“Transaction”) that was consummated in April 2024 between Nominal

Defendant Clearway Energy, Inc. (“Clearway”) and Clearway’s

majority stockholder, Clearway Energy Group LLC (“CEG”).

(iii) The Transaction was approved by a committee of directors whom

Clearway’s board determined to be independent under the listing

standards of the New York Stock Exchange.

(iv) The Transaction was not approved by a stockholder vote.

3) The questions of law set forth below (the “Constitutional Questions”) should

be certified to the Supreme Court of the State of Delaware for the following

reasons: The Constitutional Questions are of first instance in this State and

relate to the constitutionality, construction or application of a statute of this

State which has not been, but should be, settled by the Supreme Court.

4) The important and urgent reasons for an immediate determination by the

Supreme Court of the question certified are: Answering the Constitutional

Questions now will minimize uncertainty for transaction planners seeking to

design transactions to take advantage of Senate Bill 21’s revisions to 8 Del. 2 C. § 144 (the “Safe Harbor Provisions”) and provide clarity for stockholders

with potential fiduciary claims affected by Senate Bill 21.

5) If certification is accepted, it is recommended that Plaintiff be appellant for

purposes of the caption on any filings in the Supreme Court of Delaware and

that Defendants and the Nominal Defendants be appellees for purposes of the

caption on any filing in the Supreme Court of Delaware with respect to the

questions certified.

6) NOW, THEREFORE, IT IS ORDERED that the following questions of law

are certified to the Supreme Court of the State of Delaware for disposition in

accordance with Rule 41 of the Supreme Court:

a. Does Section 1 of Senate Bill 21, codified at 8 Del. C. § 144—eliminating

the Court of Chancery’s ability to award “equitable relief” or “damages”

where the Safe Harbor Provisions are satisfied—violate the Delaware

Constitution of 1897 by purporting to divest the Court of Chancery of its

equitable jurisdiction?

b. Does Section 3 of Senate Bill 21— applying the Safe Harbor Provisions to

plenary breach of fiduciary claims arising from acts or transactions that

occurred before the date that Senate Bill 21 was enacted—violate the

Delaware Constitution of 1897 by purporting to eliminate causes of action

that had already accrued or vested?

3 Vice Chancellor Lori W. Will