Vladimir Fishel v. Liberty Media Corporation

── Vladimir Fishel v. Liberty Media Corporation ── Court: Court of Chancery of Delaware Date: May 11, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE VLADIMIR FISHEL, ) KAPITALFORENINGEN ) SAMPENSION INVEST, ) GLOBALT AKTIEINDEKS and ) KAPITALFORENINGEN ) SAMPENSION INVEST, ) GLOBALT AKTIEINDEKS ) ENHANCED, ) ) Plaintiffs, ) ) v. ) C.A. No. 2024-1057-KSJM ) LIBERTY MEDIA CORPORATION, ) JOHN C. MALONE, GREGORY B. ) MAFFEI, EDDY W. ) HARTENSTEIN, JAMES P. ) HOLDEN, DAVID A. BLAU, ROBIN ) P. HICKENLOOPER, JENNIFER ) WITZ, EVAN MALONE, JAMES ) MEYER, JONELLE PROCOPE, ) MICHAEL RAPINO, KRISTINA ) SALEN, CARL E. VOGEL, and ) DAVID ZASLAV, ) ) Defendants. ) ORDER DENYING APPLICATION TO CERTIFY INTERLOCUTORY APPEAL 1. Plaintiffs challenge the September 2024 spin-off of SiriusXM Holdings Inc. by its controller, Liberty Media Corporation.1 Before the spin-off, the board formed a special committee to address the controller’s conflict. The committee 1 Terms not defined in this Order have the same meaning as in Fishel v. Liberty Media Corp., 2026 WL 982224 (Del. Ch. Apr. 13, 2026) [“Opinion”]. recommended the spin-off, which the board then approved. The deal created a new independent company with no controller and eliminated Liberty’s tracking stock. Before the spin-off, the tracking stock traded below the value of its underlying assets. Eliminating the tracking stock removed that discount, which created an allegedly multi-billion-dollar benefit for Liberty alone. 2. Plaintiffs asserted claims challenging the spin-off on behalf of a class of minority stockholders. Defendants fall into three categories: the Liberty Defendants, the Committee Defendants, and the Non-Committee Defendants. The Committee Defendants and Non-Committee Defendants moved to dismiss the Complaint under In re Cornerstone Therapeutics Inc., Stockholder Litigation.2 The Liberty Defendants did not move to dismiss the Complaint. In a Memorandum Opinion dated April 13, 2026 (the “Opinion”), the court granted the Committee Defendants’ motion but denied the Non-Committee Defendants’ motion. 3. The Non-Committee Defendants applied for certification of an interlocutory appeal of the Opinion (the “Application”).3 Supreme Court Rule 42 permits certification of interlocutory appeal when “the order of the trial court decides a substantial issue of material importance that merits appellate review before a final judgment.”4 If the “substantial issue” requirement is met, this court will then analyze eight factors to determine whether “there are substantial benefits that will outweigh 2 115 A.3d 1173, 1180 (Del. 2015). 3 C.A. No. 2024-1057-KSJM, Docket (“Dkt.”) 91 (“Application”). 4 Supr. Ct. R. 42(b)(i). 2 the certain costs that accompany an interlocutory appeal.”5 Rule 42 cautions that “[i]nterlocutory appeals should be exceptional, not routine, because they disrupt the normal procession of litigation, cause delay, and can threaten to exhaust scarce party and judicial resources.”6 This language of Rule 42 serves as an interpretive principle, requiring that the court interpret the factors such that interlocutory appeals are exceptional, not routine.7 Substantial Issue 4. “The ‘substantial issue’ requirement is met when an interlocutory order decides a mai