throbber
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`
`C.A. No. 2023-0091-JTL
`
`Public Version Filed
`on April 4, 2023
`
`FIREFIGHTERS’ PENSION SYSTEM
`OF THE CITY OF KANSAS CITY,
`MISSOURI TRUST and GARY D.
`VOIGT,
`
` Plaintiffs,
`
`v.
`
`KATHLEEN J. AFFELDT, GEORGE L.
`BALL, GARY L. FORBES, JOHN J.
`HOLLAND, WILLIAM E. JACKSON,
`WILBERT W. JAMES, JR., DANIEL
`JANKI, JOHN KRENICKI, JR., ROSE
`LEE, JAMES METCALF, TIMOTHY
`O’BRIEN, JUDITH REINSDORF,
`NATHAN K. SLEEPER, JONATHAN
`L. ZREBIEC, JEFFREY S. LEE,
`CLAYTON, DUBILIER
`& RICE, LLC, CD&R PISCES
`HOLDINGS, L.P., CLAYTON,
`DUBILIER & RICE FUND VIII, L.P.,
`CD&R FRIENDS & FAMILY FUND
`VIII, L.P., CAMELOT RETURN
`INTERMEDIATE HOLDINGS,
`LLC, and CAMELOT RETURN
`MERGER SUB, INC.,
` Defendants.
`WHITEBARK VALUE PARTNERS LP
`and ROBERT GARFIELD,
`
`
`
`v.
`
`Plaintiffs,
`
`C.A. No. 2023-0092-JTL
`
`CLAYTON DUBILIER & RICE, LLC,
`CD&R PISCES HOLDINGS, L.P.,
`CLAYTON, DUBILIER & RICE FUND
`VIII, L.P., CD&R FRIENDS &
`
`EFiled: Apr 04 2023 03:53PM EDT
`Transaction ID 69729665
`Case No. Multi-Case
`
`

`

`FAMILY FUND VIII, L.P., and ALENA
`S. BRENNER,
`
`Defendants.
`
`WHITEBARK GROUP’S RESPONSE
`REGARDING LEADERSHIP APPLICATIONS
`
`

`

`I.
`
`INTRODUCTION
`The Firefighters Group1 all but ignores the relative-economic-stakes factor,
`
`which must be given “great weight.” It ignores significant allegations present in
`
`Whitebark’s complaint and missing from its own—including a smoking-gun SEC
`
`comment letter that goes to the heart of the breach-of-standstill theory both
`
`complaints assert. The Firefighters Group’s criticisms of Whitebark’s complaint
`
`reflect, at most, good-faith strategic disagreements and, in many instances, nothing
`
`more than semantic quibbling or touting of more aggressive inferences drawn from
`
`the same underlying facts alleged in both complaints. The Firefighters Group’s
`
`Application also confirms that it seeks the appointment of an unwieldly, four-co-
`
`lead counsel structure, with no mechanism for resolving conflicts among them.
`
`The leadership factors tilt in favor of the Whitebark Group. It has the largest
`
`relative economic stake, has submitted a pleading of superior quality, has
`
`demonstrated meaningful vigor, and has proposed a co-lead counsel structure under
`
`which Whitebark’s views would control if conflict were to arise. The Court should
`
`grant the Whitebark Group’s Application.
`
`1 Defined terms have the same meaning as in the Whitebark Group’s Application.
`
`
`
`

`

`II.
`
`ARGUMENT
`A. Whitebark’s Greater Relative Economic Stake Should Be Given
`Great Weight
`The Firefighters Group acknowledges “relative economic stakes” as a factor,2
`
`but elides Hirt’s admonition to give that factor “great weight.”3 The Firefighters
`
`Group saves its analysis for a footnote on the last page of its application, where it
`
`relies on Wiehl v. Eon Labs to declare the factor a draw because both groups owned
`
`a de minimis percentage of Cornerstone’s total outstanding shares.4
`
`Yet, as the Court later explained, “the Wiehl Court’s language [that the
`
`Firefighters Group cites] … appear[s] to confuse absolute differences with relative
`
`ones.”5 “[D]etermin[ing] if one shareholder’s stake in a company [is] meaningfully
`
`larger than the stakes of other shareholders, in terms of the overall size of the
`
`company … is [an analysis] involving absolute differences … not relative ones.”6
`
`The Court should instead look to movants’ “relative economic stake as a percentage
`
`2 Firefighters App. ¶7.
`3 Hirt v. U.S. Timberlands Serv. Co. LLC, 2002 WL 1558342, at *2 (Del. Ch. July
`3, 2002) (internal quotation omitted); see also In re Dell Techs. Inc. Class V.
`S’holders Litig. (“Dell I”), 2019 WL 1259867, at *2 (Del. Ch. Mar. 18, 2019)
`(“Steamfitters has by far the largest stake, owning five times as many shares as the
`other two candidates combined”).
`4 Firefighters App. ¶25 n.48 (citing Wiehl v. Eon Labs, 2005 WL 696764, at *3 (Del.
`Ch. Mar. 22, 2005)).
`5 Dutiel v. Tween Brands, Inc., 2009 WL 3494626, at *3 (Del. Ch. Oct. 28, 2009).
`6 Id. (emphasis omitted).
`
`2
`
`

`

`of their portfolios[.]”7 This better measures the “incentive the [movant] has to
`
`participate in the litigation and monitor his or her counsel.”8
`
`While Wiehl’s language was wrong, its reasoning was right. Wiehl ordered
`
`that a movant with a smaller absolute stake (Wiehl) must be included in leadership
`
`discussions, in part, because his smaller wealth meant that his investment was “of
`
`some significance” to him and “would cause him to monitor” his lawyers.9 That is,
`
`Wiehl’s economic stake was large relative to his overall portfolio. Here,
`
`Whitebark’s investment in Cornerstone was larger than the Firefighters Group’s in
`
`7 In re Emisphere Techs., Inc. S’holders Litig., 2021 WL 5815994, at *3 (Del. Ch.
`Dec. 6, 2021); see also In re Warner Bros. Discovery, Inc. S’holders Litig., Consol.
`C.A. No. 2022-1114-JTL (Del. Ch. Mar. 9, 2023) (Trans. ID 69310821)
`(ORDER) (evaluating this factor by reference to the investment as a “percentage of
`[movants’] AUM”); In re Del Monte Foods Co. S’holders Litig., 2010 WL 5550677,
`at *7 (Del. Ch. Dec. 31, 2010) (where an investor’s stake in the subject company
`“comprises only a tiny fraction of its assets under management” it “could be
`rationally apathetic”).
`8 Dutiel, 2009 WL 3494626, at *3; see also In re Revlon, Inc. S’holders Litig., 990
`A.2d 940, 955 (Del. Ch. 2010) (the question is whether the “plaintiff owns a
`sufficient stake to provide an economic incentive to monitor counsel and play a
`meaningful role in conducting the case”). The Court recognizes the same relative-
`stakes concept when it comes to director fees. $200,000 in director fees can be
`meaningless to Mark Zuckerberg but highly material to an adjunct lecturer. See, e.g.,
`In re BGC P’rs, Inc. Deriv. Litig., 2019 WL 4745121, at *13 (Del. Ch. Sept. 30,
`2019); In re The Limited, Inc. S’holders Litig., 2002 WL 537692, at *6 (Del. Ch.
`Mar. 27, 2002).
`9 Wiehl, 2005 WL 696764, at *3.
`
`3
`
`

`

`both absolute and relative terms10—representing over 10% of Whitebark’s net asset
`
`value.11 Whitebark, like Wiehl, is substantially incentivized to participate in the
`
`litigation and monitor counsel.12
`
`B. Whitebark’s Complaint Is Superior
`The Whitebark Group’s opening papers note the key allegations in its
`
`complaint that are missing from the Firefighters complaint.13 The Firefighters
`
`Group’s Application ignores those missing allegations. Instead, the Firefighters
`
`Group offers five distinctions that, it says, make its complaint superior. None
`
`succeeds.
`
`First, the Firefighters Group argues that Whitebark’s complaint “omits the
`
`CD&R Directors as defendants. This is significant because the conflicted CD&R
`
`Directors breached their fiduciary duties to Cornerstone’s stockholders by securing
`
`approval of the unfair Merger with a false and misleading Proxy.”14 The Firefighters
`
`10 The Firefighters Group provides no information about its members’ other
`holdings, and the Court may thus infer that their Cornerstone investments are an
`insignificant component of their overall portfolios.
`11 Whitebark Aff. ¶5.
`12 New Enter. Assocs. 14, L.P. v. Rich, 2023 WL 2417271, at *35 (Del. Ch. Mar. 9,
`2023) (referencing various measures of materiality, in the Primedia context, all
`substantially below 10%).
`13 Whitebark App. 10-11.
`14 Firefighters App. ¶11.
`
`4
`
`

`

`Group says that suing the directors created more “pathways to recovery” but offers
`
`no support for that rote assertion.15
`
`Nor could it. Collection will not be an issue: CD&R can pay any reasonable
`
`judgment. But even if D&O insurance was relevant, Whitebark sued Cornerstone’s
`
`general counsel and triggered the same policies.16 Suing the directors also offers no
`
`particular advantage in establishing liability or damages. If the Proxy was
`
`misleading, then the likely remedy is quasi-appraisal17 and “an out-of-pocket
`
`measure of damages equal to what a stockholder would have received in an
`
`appraisal, viz., the fair value of the stockholder’s shares.”18
`
`15 Id.
`16 The Firefighters Group “note[s] that Brenner only joined Cornerstone in April
`2021 and Whitebark does not plead that she has any historical ties to CD&R.”
`Firefighters App. ¶17 n.35. But Brenner was an officer and Cornerstone’s certificate
`of incorporation did not exculpate her for duty-of-care claims. Whitebark Compl.
`¶201. Whitebark also states a duty-of-loyalty claim against Brenner because
`Cornerstone’s senior officers could not act independently of its controller, CD&R.
`In re EZCORP Inc. Consulting Agreement Deriv. Litig., 2016 WL 301245, at *35
`(Del. Ch. Jan. 25, 2016).
`17 Nominal damages may also be available. In re Mindbody, Inc. S’holder Litig.,
`2023 WL 2518149, at *3 (Del. Ch. Mar. 15, 2023) (awarding $1 per share in nominal
`damages for disclosure violations). By suing Brenner for a disclosure violation,
`Whitebark has preserved that pathway as well.
`18 In re Orchard Enters., Inc. S’holder Litig., 88 A.3d 1, 40, 42 (Del. Ch. 2014).
`
`5
`
`

`

`But if the Proxy was misleading, then MFW does not apply19 and the
`
`transaction will be reviewed under entire fairness. The “fair price” inquiry of entire-
`
`fairness review is at least as plaintiff-friendly as the “fair value” inquiry of quasi-
`
`appraisal20 and, in some cases, more so.21 So, suing the CD&R directors—whom
`
`neither complaint alleges to have had personal involvement in the Proxy’s
`
`preparation—adds no additional pathways to recovery for Firefighters.22 That is
`
`particularly true, given that Whitebark’s complaint also asserts a disclosure claim
`
`against an officer, Brenner, and alleges her personal involvement in correspondence
`
`with the SEC relating to the relevant disclosure claim.23
`
`19 In re Dell Techs. Inc. Class V S’holders Litig. (“Dell II”), 2020 WL 3096748, at
`*39 (Del. Ch. June 11, 2020) (for “MFW [to] have cleansing effect … the
`stockholder vote on the challenged transaction must have been fully informed.”);
`Goldstein v. Denner, 2022 WL 1671006, at *19 (Del. Ch. May 26, 2022)
`(“one disclosure violation” is enough to defeat cleansing).
`20 ACP Master, Ltd. v. Sprint Corp., 2017 WL 3421142, at *18 (Del. Ch. July 21,
`2017) (“The economic inquiry called for by the fair price aspect is the same as the
`fair value standard under the appraisal statute”).
`21 In re Dole Food Co., Inc. S’holder Litig., 2015 WL 5052214, at *2 (Del. Ch. Aug.
`27, 2015) (discussing “fairer price” remedy); In re Columbia Pipeline Gp., Inc.
`Merger Litig., 2021 WL 772562, at *46 (Del. Ch. Mar. 1, 2021) (discussing remedial
`damages approaches available in fiduciary actions that are not available in
`appraisal).
`22 Mindbody, 2023 WL 2518149, at *47 (no double recovery for disclosure and
`process claims).
`23 Whitebark Compl. ¶¶139, 203.
`
`6
`
`

`

`Second, the Firefighters Group criticizes the Whitebark Group for using
`
`“watered down” to describe the Proxy’s references to CD&R providing an
`
`“indicative valuation.”24 This semantic quibbling misreads Whitebark’s complaint,
`
`which alleges that the Proxy watered down the description provided in the minutes.25
`
`Whitebark’s complaint alleges that the lawyer-drafted minutes were, themselves,
`
`“mealy-mouthed”26 and it quotes banker materials demonstrating that CD&R was
`
`making offers that were prohibited by the Standstill Restrictions.27 More
`
`importantly, only Whitebark’s complaint alleges that the SEC sent a comment letter
`
`asserting that CD&R had violated Section 13D and explains why that means that
`
`(1) CD&R breached the Standstill Restrictions and (2) the Proxy was misleading.28
`
` Third, the Firefighters Group says its complaint is “the only pleading that
`
`affirmatively pleads evidence demonstrating that Cornerstone stockholders received
`
`‘a direct as opposed to an incidental benefit’ from the 2018 Stockholders
`
`Agreement.”29 But that does not accurately describe Whitebark’s complaint.30
`
`24 Firefighters App. ¶13.
`25 Whitebark Compl. nn.41, 43, 54, 60 & 63.
`26 Id. ¶104.
`27 Id. ¶¶103, 107, 118, 122, 131.
`28 Id. ¶¶151-52.
`29 Firefighters App. ¶14.
`30 Unlike Whitebark’s complaint, the Firefighters Group’s complaint does not
`expressly acknowledge the no-third-party-beneficiaries provision. That type of
`provision was not present in Arkansas Teacher Retirement System. v. Alon USA
`7
`
`

`

`Whitebark’s complaint, like Firefighters’ complaint, sets out substantial allegations
`
`showing
`
`that stockholders were
`
`intended
`
`third-party beneficiaries of
`
`the
`
`Stockholders Agreement.31 Whitebark’s is also the only complaint to note that “[t]he
`
`entire agreement was predicated on Cornerstone having near-majority control of the
`
`Company. It would defeat the purpose of the agreement if the Company was the only
`
`party able to enforce its terms against CD&R.”32
`
`Fourth, the Firefighters Group asserts that the Whitebark Group “ignored the
`
`CEO’s and CFO’s manipulation of Cornerstone’s projections at CD&R’s
`
`insistence.”33 Firefighters is referring to paragraph 87 of its complaint, which
`
`includes a screenshot of a document34 that says CD&R “expressed concerns” about
`
`certain assumptions in certain segments of Cornerstone’s projections before
`
`Energy, Inc., 2019 WL 2714331, at *12 (Del. Ch. June 28, 2019)), on which the
`Firefighters Group seems to rely on this point. Whitebark’s complaint is more
`carefully targeted to address Crispo v. Musk, 2022 WL 6693660 (Del. Ch. Oct. 11,
`2022), which explains what a plaintiff must allege to show that it is an intended third-
`party beneficiary where a boilerplate disclaimer provision is present. In any event,
`the tail should not wag the dog; both complaints primarily focus on fiduciary duty
`claims, which should also be the focus here.
`31 Whitebark Compl. ¶¶55-66.
`32 Id. ¶65.
`33 Firefighters App. ¶17.
`34 The same document is incorporated by reference in Whitebark’s complaint at
`footnote 55.
`
`8
`
`

`

`management later made changes to the projections.35 From this, Firefighters infers
`
`that Lee and Lee must have manipulated Cornerstone’s projections at CD&R’s
`
`insistence.36 But Whitebark’s complaint contains extensive allegations giving reason
`
`to doubt the reliability of the later sets of projections.37 The Court should hesitate to
`
`hold that the higher-quality pleading is the one that is simply more aggressive in
`
`drawing inferences from pleaded facts.
`
`Similarly, it is not true that the Firefighters Group is the only movant to plead
`
`that “the Special Committee acted with a controlled mindset” or that the CEO and
`
`CFO, “Jeffrey Lee and Rose Lee were conflicted.”38 It does not enhance the quality
`
`of a pleading to spell out basic legal conclusions that follow from alleged facts. As
`
`to Lee and Lee, Whitebark pleads that they were senior officers of a company
`
`controlled by CD&R.39 The “great weight of Delaware precedent” establishes that
`
`“senior corporate officers generally lack independence for purposes of evaluating
`
`matters that implicate the interests of … a controller…”40
`
`35 Firefighters Compl. ¶87.
`36 See id. ¶¶ 88-94.
`37 Whitebark Compl. ¶¶5, 100-101, 108, 115-17, 123-26, 130, 160-69.
`38 Contra Firefighters App. ¶21.
`39 Whitebark Compl. ¶¶23, 30.
`40 New Enter., 2023 WL 2417271, at *32.
`
`9
`
`

`

`As to the Special Committee’s controlled mindset, Whitebark’s is the only
`
`complaint to plead that the Special Committee allowed conflicted members of
`
`management to be involved in the Special Committee’s selection of advisors at
`
`multiple meetings (not even mentioned in the Proxy).41 It is also the only complaint
`
`to plead that CD&R was allowed to co-opt Debevoise.42 These allegations are more
`
`powerful than simply stating a conclusion that the Special Committee had a
`
`controlled mindset.
`
`Finally, for similar reasons, the Court should reject the Firefighters Group’s
`
`assertion that its complaint is superior because it alleges that Defendants
`
`“deliberately … delayed the sale [of Coil Coaters] until after announcing the
`
`Merger.”43 Again, Firefighters is simply being more aggressive in spelling out
`
`inferences.44 Whitebark’s complaint alleges the same essential facts: the Coil
`
`Coaters sale process began in December 2021 and concluded shortly after the
`
`Company was sold to CD&R.45 Whitebark does not allege there were any
`
`management updates to the Special Committee about that process until after the
`
`Merger’s announcement. The Court should not award extra points for the
`
`41 Whitebark Compl. ¶¶78, 79, 81, 85, 153-55.
`42 Id. ¶156.
`43 Firefighters App. ¶20.
`44 Firefighters Compl. ¶¶ 102, 111.
`45 Whitebark Compl. ¶185.
`
`10
`
`

`

`Firefighters Group’s willingness to extrapolate from those facts to allege that “[t]o
`
`the extent BlueScope did not make its $500 million offer before March 5, 2022, it is
`
`reasonably conceivable, and likely, that Cornerstone and/or CD&R steered
`
`BlueScope to delay its offer until after Cornerstone finalized its projections and the
`
`Special Committee approved the Merger.”46 That is just arguing for an inference.
`
`Firefighters Group Has Not Displayed Meaningfully More Vigor
`C.
`The Firefighters Group claims it has displayed more vigor because (a) certain
`
`of their proposed co-lead counsel prosecuted Voigt v. Metcalf, and (b) Firefighters
`
`challenged the confidentiality of filings made in that case. As Whitebark has already
`
`explained, prosecution of an earlier, different case has no bearing on leadership
`
`here.47 And, as set forth above, the allegations gleaned from the Voigt v. Metcalf
`
`materials do nothing to improve the overall quality of the Firefighters Complaint.
`
`By contrast, the SEC comment letter was available to everyone. Yet only
`
`Whitebark’s complaint incorporated it. That letter is substantially more likely to
`
`make a difference on any motion to dismiss than the allegations in the Firefighters
`
`Complaint drawn from the Voigt v. Metcalf materials.
`
`46 Firefighters Compl. ¶111.
`47 Whitebark App. 8-9; see also Ryan v. Mindbody, Inc., 2019 WL 4805820 (Del.
`Ch. Oct. 1, 2019).
`
`11
`
`

`

`Litigation By Committee Is Inefficient
`D.
`Finally, the Firefighters Group’s application confirms that it is seeking the
`
`appointment of all four firms as co-equal, co-lead counsel.48 Even the largest cases
`
`do not need four co-leads.49 Notably, the Firefighters Group compiles seven
`
`examples as evidence of their “track record of effectively working together.”50 None
`
`involved four co-leads. One involved three co-leads.51 The other six examples had
`
`only two co-leads.52 Moreover, unlike the Whitebark Group,53 the Firefighters Group
`
`articulates no mechanism for resolving conflicts arising among the four proposed
`
`co-lead counsel.54
`
`48 Firefighters App. 2.
`49 Dell I, 2019 WL 1259867, at *3 (establishing leadership structure with two co-
`lead counsel and two additional counsel).
`50 Firefighters App. ¶22 n.42.
`51 Chester Cnty. Emps.’ Ret. Fund v. KCG Hldgs., Inc., C.A. No. 2017-0421-KSJM
`(Del. Ch.).
`52 Voigt v. Metcalf, C.A. No. 2018-0828-JTL (Del. Ch.); Lacey v. Larrea Mota-
`Velasco, C.A. No. 11779-VCG (Del. Ch.); Appel v. Berkman, C.A. No. 12844-VCF
`(Del. Ch.); Lacey v. Larrea Mota-Velasco, C.A. No. 2019-0312-LWW (Del. Ch.);
`City of Daytona Beach Police and Fire Pension Fund v. ExamWorks Grp., Inc., C.A.
`No. 12481-VCL (Del. Ch.); Ark. Tchr. Ret. Sys. v. Alon USA Energy, Inc., C.A. No.
`2017-0453-KSJM (Del Ch.).
`53 Whitebark App. 2 n.1.
`54 See In re Delphi Fin. Gp. S’holder Litig., 2012 WL 424886, at *3 (Del. Ch. Feb.
`7, 2012) (“an army without a general constitutes a mob”).
`
`12
`
`

`

`III. CONCLUSION
`The Whitebark Group respectfully requests that the Court grant its application
`
`and deny the Firefighters Group’s application.
`
`OF COUNSEL:
`
`David Schwartz
`John Vielandi
`LABATON SUCHAROW LLP
`140 Broadway
`New York, NY 10005
`(212) 907-0700
`
`Joel Fleming
`Amanda R. Crawford
`Saranna E. Soroka
`BLOCK & LEVITON LLP
`260 Franklin Street, Suite 1860
`Boston, MA 02110
`(617) 398-5600
`
`LABATON SUCHAROW LLP
`
`/s/ Michael C. Wagner
`Ned Weinberger (Bar No. 5256)
`Michael C. Wagner (Bar No. 6955)
`222 Delaware Avenue, Suite 1510
`Wilmington, DE 19801
`(302) 573-2540
`
`BLOCK & LEVITON LLP
`
` /s/ Kimberly A. Evans
`Kimberly A. Evans (Bar No. 5888)
`Robert Erikson (Bar No. 7099)
`3801 Kennett Pike, Suite C-305
`Wilmington, DE 19807
`(302) 499-3600
`
`Attorneys for Whitebark Plaintiffs
`
`Attorneys for Whitebark Plaintiffs
`
`Words: 2,729
`
`Dated: March 28, 2023
`
`Public Version Filed
`on April 4, 2023
`
`13
`
`

`

`CERTIFICATE OF SERVICE
`I, Michael C. Wagner, hereby certify that on April 4, 2023, I caused a copy
`
`of the foregoing to be served via File & ServeXpress upon the following:
`
`Peter B. Andrews
`Craig J. Springer
`Christopher P. Quinn
`David Sborz
`Andrew J. Peach
`Jackson E. Warren
`Jacob D. Jeifa
`ANDREWS & SPRINGER LLC
`4001 Kennett Pike, Suite 250
`Wilmington, DE 19807
`
`Kimberly A. Evans
`Robert Erikson
`BLOCK & LEVITON LLP
`3801 Kennett Pike, Suite C-305
`Wilmington, DE 19807
`
`Michael Hanrahan
`Corinne Elise Amato
`Kevin H. Davenport
`Eric J. Juray
`Stacey A. Greenspan
`PRICKETT, JONES & ELLIOTT,
`P.A.
`1310 N. King Street
`Wilmington, DE 19801
`
`/s/ Michael C. Wagner
` Michael C. Wagner (Bar No. 6955)
`
`

`

`Multi-Case Filing Detail: The document above has been filed
`and/or served into multiple cases, see the details below including
`the case number and name.
`
`Transaction Details
`
`Court: DE Court of Chancery Civil Action Document Type: Public Version
`Document Title: Public Version of
`Whitebark Group's Response Regarding
`Leadership Applications with Certificate of
`Service [PUBLIC]
`Submitted Date & Time: Apr 4 2023 3:53PM
`
`Transaction ID: 69729665
`
`Case Details
`
`Case Number
`2023-0091-JTL
`
`2023-0092-JTL
`
`Case Name
`Firefighters’ Pension System of the City of Kansas City,
`Missouri Trust, et al. v. Kathleen J. Affeldt, et al.
`Whitebark Value Partners LP, et al. v. Clayton Dubilier &
`Rice, LLC, et al.
`
`

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