IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`
`
`ALAMEDA RESEARCH LTD.,
`
`
`
`
`
`
`
`
`Plaintiff,
`
`
`
`
`
`C.A. No. 2023-0276-PAF
`
`
`
`
`v.
`
`
`GRAYSCALE INVESTMENTS, LLC,
`DIGITAL CURRENCY GROUP, INC.,
`MICHAEL SONNENSHEIN, and
`BARRY SILBERT,
`
`
`
`
`
`
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`Defendants.
`PLAINTIFF’S UNOPPOSED MOTION FOR AN
`EXTENSION TO RESPOND TO DEFENDANTS’ OPENING BRIEFS
`Plaintiff respectfully requests that the Court extend its deadline to respond to
`
`Defendants’ opening briefs in support of their motions to dismiss to September 15,
`
`2023 (the “Second Extension Motion”). The grounds are as follows:
`
`BACKGROUND
`
`1.
`
`On March 6, 2023, Plaintiff filed its Verified Complaint. On April 4,
`
`2023, Defendants moved to dismiss the Complaint (the “Motions to Dismiss”).
`
`2.
`
`On May 9, 2023, the Court entered a stipulated order governing briefing
`
`on the Motions to Dismiss.
`
`3.
`
`On May 19, 2023, Defendants filed two opening briefs in support of
`
`their Motions to Dismiss. Defendants Grayscale Investments, LLC and Michael
`
`Sonnenshein (the “Grayscale Defendants”) submitted briefing that argued that
`
`EFiled: Aug 02 2023 10:58PM EDT
`Transaction ID 70540943
`Case No. 2023-0276-PAF
`
`
`
`
`ALAMEDA RESEARCH LTD.,
`
`
`
`
`
`
`
`
`Plaintiff,
`
`
`
`
`
`C.A. No. 2023-0276-PAF
`
`
`
`
`v.
`
`
`GRAYSCALE INVESTMENTS, LLC,
`DIGITAL CURRENCY GROUP, INC.,
`MICHAEL SONNENSHEIN, and
`BARRY SILBERT,
`
`
`
`
`
`
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`Defendants.
`PLAINTIFF’S UNOPPOSED MOTION FOR AN
`EXTENSION TO RESPOND TO DEFENDANTS’ OPENING BRIEFS
`Plaintiff respectfully requests that the Court extend its deadline to respond to
`
`Defendants’ opening briefs in support of their motions to dismiss to September 15,
`
`2023 (the “Second Extension Motion”). The grounds are as follows:
`
`BACKGROUND
`
`1.
`
`On March 6, 2023, Plaintiff filed its Verified Complaint. On April 4,
`
`2023, Defendants moved to dismiss the Complaint (the “Motions to Dismiss”).
`
`2.
`
`On May 9, 2023, the Court entered a stipulated order governing briefing
`
`on the Motions to Dismiss.
`
`3.
`
`On May 19, 2023, Defendants filed two opening briefs in support of
`
`their Motions to Dismiss. Defendants Grayscale Investments, LLC and Michael
`
`Sonnenshein (the “Grayscale Defendants”) submitted briefing that argued that
`
`EFiled: Aug 02 2023 10:58PM EDT
`Transaction ID 70540943
`Case No. 2023-0276-PAF
`
`
`
`
`
`certain of Plaintiff’s claims relating to the Sponsor’s Fees are derivative and that the
`
`Trust Agreements at issue in this action will only permit derivative claims if they are
`
`brought collectively by multiple unaffiliated shareholders who together own at least
`
`10% of the outstanding shares of the Trusts (the “Derivative Argument”).1 Dkt. 18
`
`at 18-21.
`
`4.
`
`On July 26, 2023, Plaintiff filed its Unopposed Motion for a One-Week
`
`Extension to Respond to Defendants’ Opening Briefs (the “First Extension Motion”)
`
`to extend the response deadline from July 28, 2023 to August 4, 2023.
`
`5.
`
`As explained in the First Extension Motion, Plaintiff proposed a short
`
`extension of five business days to allow it to file an amended complaint jointly on
`
`behalf of itself and numerous unaffiliated additional plaintiffs who, together with
`
`Plaintiff, collectively own sufficient shares of the Trusts that they would moot the
`
`Grayscale Defendants’ Derivative Argument.
`
`6.
`
`As of July 26, 2023, Plaintiff believed in good faith that it would have
`
`sufficient support from additional plaintiffs by August 4, 2023. As Plaintiff
`
`explained, it was already engaged in dialogue with numerous shareholders who were
`
`willing to join the action as plaintiffs, but it required another week to confirm their
`
`
`1 Capitalized terms not defined herein are defined in the Opening Brief in
`Support of the Grayscale Defendants’ Motion to Dismiss the Verified Complaint.
`Dkt. 18.
`
`
`
`2
`
`
`
`
`
`participation and ensure that they had sufficient time to review and contribute to the
`
`amended complaint and any ancillary documents.
`
`7.
`
`On July 26, 2023, prior to filing its First Extension Motion, Plaintiff
`
`first made Defendants aware of its effort to gather together numerous unaffiliated
`
`plaintiffs to support and file an amended complaint. Defendants indicated that they
`
`had not been aware that Plaintiff sought to work together with additional plaintiffs.
`
`8.
`
`9.
`
`On July 27, 2023, the Court granted the First Extension.
`
`On July 31, 2023, after Plaintiff informed Defendants of its efforts, a
`
`significant shareholder of the Trusts and previously anticipated additional plaintiff
`
`informed Plaintiff that it was no longer prepared to join the litigation, at least at this
`
`time. The shareholder declined to explain why it had changed its mind.
`
`10. As of today, Plaintiff and parties working with Plaintiff have contacted
`
`hundreds of shareholders and received outreach from thousands more they have not
`
`yet had an opportunity to contact. Over 45 parties, including dozens of individuals
`
`and numerous funds and family offices, have already indicated they are willing to
`
`participate as additional plaintiffs.
`
`11. Notwithstanding this outpouring of support, however, the July 31, 2023
`
`decision by the significant shareholder not to participate has left Plaintiff short of
`
`the 10% shareholder support necessary to moot the Grayscale Defendants’
`
`Derivative Argument. Plaintiff consequently requires additional time to continue to
`
`
`
`3
`
`
`
`
`
`assemble plaintiffs to participate alongside it. In light of the substantial interest in
`
`this litigation from the Trusts’ shareholders, Plaintiff believes that an additional six
`
`weeks will be sufficient.
`
`12. Plaintiff has asked Defendants’ counsel if they oppose the Second
`
`Extension Motion; Defendants do not oppose the Second Extension Motion.
`
`13. Plaintiff respectfully requests that the Court enter the enclosed form of
`
`order granting an extension of the current response deadline.
`
`
`
`
`/s/ Michael A. Barlow
`Michael A. Barlow (#3928)
`Anthony R. Sarna (#7012)
`ABRAMS & BAYLISS LLP
`20 Montchanin Road, Suite 200
`Wilmington, Delaware 19807
`(302) 778-1000
`
`Attorneys for Plaintiff Alameda
`Research Ltd.
`
`Words: 636
`
`Dated: August 2, 2023
`
`OF COUNSEL:
`
`QUINN EMANUEL URQUHART &
`SULLIVAN, LLP
`Jonathan E. Pickhardt*
`Sascha N. Rand*
`Blair Adams*
`51 Madison Avenue, 22nd Floor
`New York, New York 10010
`(212) 849-7000
`
`William A. Burck*
`1300 I Street NW, Suite 900
`Washington, D.C. 20005
`(202) 538-8000
`
`Emily C. Kapur*
`555 Twin Dolphin Drive, 5th Floor
`Redwood Shores, California 94065
`(650) 801-5000
`
`*pro hac vice motions forthcoming
`
`
`
`
`4
`
`
Accessing this document will incur an additional charge of $.
After purchase, you can access this document again without charge.
Accept $ Charge
Still Working On It
This document is taking longer than usual to download. This can happen if we need to contact the court directly to obtain the document and their servers are running slowly.
Give it another minute or two to complete, and then try the refresh button.
A few More Minutes ... Still Working
It can take up to 5 minutes for us to download a document if the court servers are running slowly.
Thank you for your continued patience.
This document could not be displayed.
We could not find this document within its docket. Please go back to the docket page and check the link. If that does not work, go back to the docket and refresh it to pull the newest information.
Your account does not support viewing this document.
You need a Paid Account to view this document. Click here to change your account type.
Your account does not support viewing this document.
Set your membership
status to view this document.
With a Docket Alarm membership, you'll
get a whole lot more, including:
- Up-to-date information for this case.
- Email alerts whenever there is an update.
- Full text search for other cases.
- Get email alerts whenever a new case matches your search.
One Moment Please
The filing “” is large (MB) and is being downloaded.
Please refresh this page in a few minutes to see if the filing has been downloaded. The filing will also be emailed to you when the download completes.
Your document is on its way!
If you do not receive the document in five minutes, contact support at support@docketalarm.com.
Sealed Document
We are unable to display this document, it may be under a court ordered seal.
If you have proper credentials to access the file, you may proceed directly to the court's system using your government issued username and password.
Access Government Site
