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

── Zync, Inc. v. Porsche Investments Management, S.A. ── Court: Court of Chancery of Delaware Date: May 29, 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 DENYING RULE 12(B)(6) MOTIONS Date Submitted: February 11, 2026 Date Decided: May 29, 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.  The venture capital arm of a luxury automaker funded an automotive technology startup through a convertible note. The startup also executed an investor rights agreement and a voting rights agreement that gave the automaker a board seat and various blocking rights. The voting rights agreement contained a provision that purported to limit the automaker’s liability. The automaker placed one of its employees on the board. Over the next two years, the designee refused to approve transactions unless he received permission from the automaker. The designee also demanded that the startup share confidential information about its dealings with the automaker’s competitors before the automaker would consider providing additional financing. The designee’s inaction prevented the startup from securing third-party capital, and the automaker never provided more money of its own. The startup had to shut down. In this action, the startup sued the designee for breach of fiduciary duty. The startup sued the automaker for aiding and abetting its designee’s breaches of fiduciary duty, tortious interference with prospective economic advantage, and breach of the implied covenant of good faith and fair dealing inherent in the investor rights agreement. The automaker and its designee moved to dismiss the complaint for failure to state a claim on which relief can be granted. This decision denies that motion.  I. FACTUAL BACKGROUND The facts are drawn from the complaint, the documents it incorporates by reference, and materials submitted by the parties in connection with their motions.1 At this procedural stage, the court must credit the complaint’s well-pled allegations and draw all reasonable inferences in the plaintiff’s favor. A. The Company And The Porsche Note Before its demise, Zync, Inc. (the “Company”) offered a cloud-based platform that provided video streaming, on-demand content, and other experiences for in- vehicle entertainment. Rana Sobhany founded the Company in 2020 and served both as its CEO and as a member of its board of directors (the “Board”). The Company sought a strategic partnership that would provide capital and a path to commercialization. The Company’s technology attracted interest from Porsche AG, Mercedes-Benz AG, BMW AG, and other luxury manufacturers. Porsche has an investment arm that backs technology startups. The entities in the investment arm include Porsche Investments Management S.A. (“Porsche Investments”) and Porsche Digital, Inc. (“Porsche Digital”). 2 Porsche Investments manages all of Porsche’s investments in startups and venture capital funds. Porsche 1 Citations in the form “Compl. ¶ ___” refer to paragraphs of the verified amended complaint, which is the operative pleading. Dkt. 14. Citations in the form “OB Ex. ___ at ___” refer to exhibits defendants filed in support of their motion.