Shareholder Representative Services, LLC v. Follett Parent, LP

── Shareholder Representative Services, LLC v. Follett Parent, LP ── Court: Superior Court of Delaware Date: May 29, 2026 Category: General IN THE SUPERIOR COURT OF THE STATE OF DELAWARE SHAREHOLDER REPRESENTATIVE ) SERVICES, LLC, a Colorado limited ) liability company, ) ) Plaintiff, ) C.A. No. N25C-12-337 MAA CCLD ) v. ) ) FOLLETT PARENT, LP, ) ) Defendant. ) Submitted: May 14, 2026 Decided: May 29, 2026 Defendant’s Motion to Dismiss: GRANTED in part; DENIED in part. MEMORANDUM OPINION Jaclyn C. Levy, Esquire and Samuel G. Gustafson, Esquire, of POTTER ANDERSON & CORROON LLP, Wilmington, DE, and Michael P. Conway, Esquire (Argued), of JONES DAY, Chicago, IL, Attorneys for Plaintiff. Melissa N. Donimirski, Esquire, of STEVENS & LEE, Wilmington, DE, and Barry S. Pollack, Esquire and Susan R. Cooke, Esquire (Argued), of POLLACK SOLOMON DUFFY LLP, Boston, MA, Attorneys for Defendant. Adams, J.  INTRODUCTION In December 2021, Follett Parent, LP (“Parent”), through an Agreement and Plan of Merger (the “Agreement”), acquired all the issued and outstanding capital stock of Follett Corporation. Under the Agreement, Parent assumed several obligations to sell Series A and Series B Preferred Stock of Lumen, Inc., which was formerly owned by Follett Corporation. Now in dispute is whether Parent complied with these contractual obligations. Plaintiff Shareholder Representative Services, LLC (“SRS”), the appointed Shareholder Representative under the Agreement, brings this action on behalf of the former stockholders of Follett Corporation (“Stockholders”). Pursuant to Superior Court Civil Rules 12(b)(1), 12(b)(6), and 17, Parent now moves for the Court to dismiss SRS’s Complaint in its entirety. Parent’s lead argument is SRS lacks standing to pursue this action because SRS is not the real party in interest. Parent also presents substantive arguments to support dismissal of SRS’s contract-based claims, including SRS’s implied covenant of good faith and fair dealing claim. For the following reasons, the Court finds SRS has standing to pursue this action and can state a breach-of-contract claim. The Court finds SRS’s implied covenant claim fails because SRS has not identified any gap in the Agreement to be filled by implied terms. 1  FACTUAL BACKGROUND In December 2021, Follett Parent, LP (“Parent” or “Defendant”) acquired all the issued and outstanding capital stock of Follett Corporation (the “Merger”).1 The Merger, which closed on February 1, 2022 (the “Closing Date”), was effectuated by the Agreement.2 Pursuant to the Agreement, Follett Corporation merged with an existing entity to become a wholly-owned subsidiary of Parent.3 Prior to the Merger, Follett Corporation owned Series A and Series B Preferred Stock of Lumen, Inc. (the “Lumen Interest”).4 The Agreement contained specific provisions governing how the Stockholders would be fairly compensated for the Lumen Interest.5 These provisions contemplated the Stockholders receiving post- closing consideration through one of two scenarios.6 In the first scenario, Parent would successfully sell the Lumen Interest.7 The Agreement obligated Parent, for the first three years after the Closing Date, to use “reasonable best efforts” to consummate the sale of the Lumen Interest.8 Unless a buyer was closely related to Parent, Parent held “sole discretion with respect to the 1 D.I. 1 [“Compl.”]¶ 2; Compl. Ex. A [“Agreement”] at 1. 2 Compl. ¶¶ 21-22; Agreement. 3 Compl. ¶ 21; Agreement at 1. 4 Compl.