Zync, Inc. v. Porsche Investments Management, S.A.

── Zync, Inc. v. Porsche Investments Management, S.A. ── Court: Court of Chancery of Delaware Date: May 26, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ZYNC, INC., Plaintiff, v. C.A. No. 2025-0284-JTL PORSCHE INVESTMENTS MANAGEMENT, S.A., PORSCHE DIGITAL, INC., CHRISTIAN KNÖRLE, and ULRICH THIEM, Defendants. OPINION ADDRESSING RULE 12(B)(2) MOTION Date Submitted: February 11, 2026 Date Decided: May 26, 2026 Christopher H. Lyons, Jason M. Avellino, ROBBINS GELLER RUDMAN & DOWD LLP, Wilmington, Delaware; Randall J. Baron, Michaela Park, ROBBINS GELLER RUDMAN & DOWD LLP, San Diego, California; Attorneys for Plaintiff. Thomas W. Briggs, Jr., Sara Carnahan, MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, Delaware; Charles A. DeVore, Carrie M. Stickel, KATTEN MUNCHIN ROSENMAN LLP, Chicago, Illinois; Zoe Lo, KATTEN MUNCHIN ROSENMAN LLP, New York, New York; Attorneys for Defendants Porsche Investments Management, S.A., Porsche Digital, Inc., Christian Knörle, and Ulrich Thiem. LASTER, V.C.  During the Cold War, the Strategic Air Command kept bombers armed with nuclear warheads in the air around the clock off the East Coast. On January 23, 1961, a bomber spiraled out of control mid-flight. The plane carried two hydrogen bombs, each 250 times more powerful than the bomb dropped on Hiroshima. Both were accidentally released over Goldsboro, North Carolina. Both started their firing sequences. One lodged deep in a muddy field, stopping the detonation process. The other only failed to detonate because a single safety switch malfunctioned. The historical record thus demonstrates that an omission thankfully took place in North Carolina—the omission of a catastrophic thermonuclear event. That omission had a pronounced effect within the state: Rather than suffering a cataclysm, the state enjoyed an ordinary day. In this case, Zync, Inc. (the “Company”) relies on an omission to assert personal jurisdiction over a nonresident defendant. The Company was a startup in the automotive industry. Needing capital, it secured an investment from a subsidiary of Porsche AG. In the resulting transaction, Porsche gained the right to appoint a member of the Company’s board of directors (the “Porsche Director”). Under a governance agreement, the Company agreed not to take specified actions without the affirmative vote of the Porsche Director. When the Company later needed more capital, the Company’s CEO negotiated a term sheet for a preferred stock financing led by a venture capital firm (the “VC Financing”). The VC Financing could not move forward without the Porsche Director’s approval. The Porsche Director, however, refused to give his approval without instructions from Ulrich Thiem, his superior at Porsche. Thiem never signed off, and the Porsche Director never gave his approval. The VC Financing fell through. With the Company’s need for capital becoming more acute, the Company’s CEO negotiated a term sheet for an investment by a private equity firm (the “PE Financing”). The PE Financing could not move forward without the Porsche Director’s approval, and he refused to give it without instructions from Thiem. Thiem never signed off, and the Porsche Director never gave his approval. The PE Financing fell through. Unable to fund its operations, the Company shut down. In this action, the Company has sued the Porsche Director, the two Porsche affiliates responsible for the investment, and Thiem. The Company contends that Thiem aided and abetted the Porsche Director’s breaches of fiduciary duty and tortiously interfered with the VC Financing and the PE Financing. Thiem has moved for dismissal, asserting that the court cannot exercise jurisdiction over him. In response, the Company invokes the conspiracy theory of jurisdiction. That theory combines the statutory and constitutional requirements for personal jurisdiction under Delaware’s Long-Arm Statute1 into a