Elias Guerra, in his capacity as Securityholder Representative of former stockholders of Popwallet, Inc. v. Snap Inc.

── Elias Guerra, in his capacity as Securityholder Representative of former stockholders of Popwallet, Inc. v. Snap Inc. ── Court: Court of Chancery of Delaware Date: May 01, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ELIAS GUERRA, in his capacity as Securityholder Representative, and POPWALLET, INC., Plaintiffs, C.A. No. 2024-1009-CDW v. SNAP, INC., Defendant. REPORT GRANTING DEFENDANT’S MOTION TO DISMISS Date Submitted: January 8, 2026 Date Decided: May 1, 2026 James S. Green, COLE SCHOTZ PC, Wilmington, Delaware; Tyler Hudson, WAGSTAFF & CARTMELL LLP, Kansas City, Missouri; Counsel for Plaintiff Elias Guerra William M. Lafferty, Susan W. Waesco, Sara Carnahan, MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, Delaware; Counsel for Defendant Snap Inc. WRIGHT, M.  The former chief executive officer and co-founder of a company merged out of existence several years ago claims the acquiring company fraudulently induced the acquired company and its stockholders to agree to the merger by misrepresenting the acquiring company’s ability to handle a major change to its business model. Acting as the duly appointed representative of the acquired company’s former stockholders, the former CEO wants the transaction unwound or, alternatively, an award of rescissory damages. The acquiring company seeks dismissal on multiple grounds, including that this action is preempted by the federal Securities Litigation Uniform Standards Act because the plaintiff is pursuing representative claims based on state law that arise from alleged misrepresentations or omissions made in connection with the purchase or sale of covered securities. For the reasons explained below, I conclude that state-court adjudication of this action is preempted under the Securities Litigation Uniform Standards Act and recommend the court grant defendant’s motion to dismiss. I. BACKGROUND Plaintiff Elias Guerra (“Guerra”) is a co-founder and former chief executive officer of Popwallet, Inc. (“Popwallet”). 1 Defendant Snap, Inc. (“Snap”) is a Delaware corporation. 2 Popwallet was a Delaware corporation 1 See Verified Am. Compl. (“Am. Compl.”) ¶¶ 2, 11. 2 Id. ¶ 16. that Snap acquired in 2021. 3 Popwallet was “a mobile wallet marketing platform that allowed company partners to create and manage mobile wallet cards and deliver contactless customer experiences that included dynamic coupons and offers, rebates, loyalty and gift cards as well as other branded content.” 4 Prior to its merger with Snap, Popwallet “was a successful marketing partner to large global brands and it began to receive unsolicited acquisition interest by large technology companies.” 5 A. Snap’s Advertising Business This action focuses on Snap’s advertising business, which the amended complaint asserts “heavily depended on [Snap]’s ability to track users’ activity on their devices, so that advertisers could both target their ads to specific users based on their interests and measure the effectiveness of those ads.” 6 The amended complaint explains that, for a time, Apple Inc. “include[d] a data system known as ‘Identifiers for Advertisers’ (‘IDFA’).” 7 “From its inception,” the amended complaint maintains that “IDFA was vital for companies that depended on third-party advertising to create revenue because it 3 Id. ¶¶ 16, 77. 4 Id. ¶ 2. 5 Id. ¶ 3. 6 Id. ¶ 23. 7 Id. ¶ 24. -2- allowed targeted advertising to particular users and effective measurement of an advertisement’s success with a particular user.” 8 This all allegedly changed in June 2020, when Apple “publicly announced an upcoming change to user data privacy and protection that it referred to as ‘App Tracking Transparency’ (‘ATT’).” 9 The amended complaint further explains that “ATT would change IDFA tracking from an ‘opt-out’ option to an ‘opt-in’ option, meaning that a user’s data would not be subject to IDFA tracking un