COURT OF CHANCERY
OF THE
STATE OF DELAWARE
KATHALEEN ST. J. MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER
CHANCELLOR 500 N. KING STREET, SUITE 11400
WILMINGTON, DELAWARE 19801-3734
August 21, 2026
Seth A. Niederman Katharine L. Mowery
FOX ROTHSCHILD LLP Dionis Mucollari
1201 N. Market Street, Suite 1200 Matthew W. Murphy
Wilmington, DE 19801 RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Re: Alfred T. Giuliano, as Plan Administrator for VJGJ, Inc.
v. Jason Grenfell-Gardner, et al.
C.A. No. 2021-0452-KSJM
Dear Counsel:
This letter resolves the June 2, 2026 request of defendants Jason GrenfellGardner, Steven Koehler, Bhaskar Chaudhuri, James C. Gale, and Stephen
Richardson (collectively, “Defendants”) for leave to file a motion for summary
judgment.1
The court assumes most readers’ familiarity with the present action. This
letter opinion provides only a brief background. A fuller recitation of facts and this
case’s long procedural history can be found in the September 2, 2025 Memorandum
Opinion.2
1 C.A. No. 2021-0452-KSJM, Docket (“Dkt.”) 107 (“Defs.’ Request”).
2 Unless otherwise noted, the facts presented as background here are drawn from the
Memorandum Opinion. Giuliano v. Grenfell-Gardner, 2025 WL 2502176, at *1–5
(Del. Ch. Sept. 2, 2025).
C.A. No. 2021-0452-KSJM
August 21, 2026
Page 2 of 5
Teligent was a New Jersey-based generic pharmaceutical company that
manufactured and sold topical creams and injectable drugs in the United States. It
was required to comply with federal Food and Drug Administration (“FDA”)
regulations regarding manufacturing practices, laboratory controls, and testing.
Despite the mission-critical nature of FDA compliance to Teligent’s business,
its Board of Directors never formed an oversight committee or instituted a compliance
reporting system—even after it became aware of potential FDA violations. The Board
had an Audit Committee, which exclusively focused on SEC compliance rather than
FDA compliance. When concerns were raised regarding the Audit Committee’s
limited scope, then-CFO Damian Finio did not act on the advice he received to adopt
a more comprehensive committee charter.
Between 2016 and 2021, the FDA issued several letters, including warning
letters, to Teligent regarding regulatory inspection issues. Even though Teligent
hired two separate companies to advise on remediation efforts, it continued to
struggle with FDA compliance. Teligent eventually filed for Chapter 11 bankruptcy
on October 14, 2021. A plan administrator was appointed to oversee the process.
Though initially brought as a derivative suit by Gary Buchanan, this court
realigned Teligent as the plaintiff to directly pursue the claims that were formerly
brought derivatively on its behalf. The order also substituted the plan administrator
for Teligent as the real party in interest.3
3 Dkt. 13.
C.A. No. 2021-0452-KSJM
August 21, 2026
Page 3 of 5
The first four counts alleged in the Amended Complaint claim breach of
fiduciary duties.4 Counts I and II assert Caremark reporting-system and red-flags
claims, respectively.5 Count III asserts a broader loyalty claim arising from
Defendants’ alleged failure to fix the defects at issue in Counts I and II.6 Count IV
asserts that Grenfell-Gardner and Richardson breached the duty of care as Officers
by failing to inform the Board of facts needed for their decision-making.”7
“There is no right to a summary judgment.”8 “Even where the facts are not in
dispute, a court may decline to grant summary judgment where a more thorough
exploration of the facts is needed to properly apply the law to the circumstances.” 9
The court may “decline to decide the merits of the case in a summary
adjudication where it is not reasonably certain that there is no triable issue.” 10 In
4 Dkt. 50 ¶¶ 507–52.
5 Id. ¶¶ 507–25.
6 Id. ¶¶ 526–36.
7 Id. ¶¶ 537–52.
8 Stone & Paper Invs., LLC v. Blanch, 2020 WL 6373167, at *1 (Del. Ch. Oct. 30, 2020)
(internal quotation marks omitted) (quoting Telxon Corp. v. Meyerson, 802 A.2d 257, 262 (Del. 2002)).
9 In re Tri-Star Pictures, Inc., Litig., 1995 WL 106520, at *5 (Del. Ch. Mar. 9, 1995);
see also In re El Paso Pipeline P’rs, L.P. Deriv. Litig., 2014 WL 2768782, at *9 (Del. Ch. June 12, 2014) (“[T]he court may, in its discretion, deny summary judgment if it decides upon a preliminary examination of the facts presented that it is desirable to inquire into and develop the facts more thoroughly at trial in order to clarify the law or its application.”).
10 Unbound P’rs Ltd. P’ship v. Invoy Hldgs. Inc., 251 A.3d 1016, 1024 (Del. Super.
2021) (internal quotation marks omitted) (quoting Parexel Int’l (IRL) Ltd. v. Xynomic C.A. No. 2021-0452-KSJM
August 21, 2026
Page 4 of 5
cases where “an ultimate fact to be determined is one of motive, intention or other
subjective matter, summary judgment is ordinarily inappropriate.”11 Here, the facts
are in dispute and there is sufficient evidence of triable issues of fact. Also, a motion
for summary judgment would not promote judicial economy. Motions for summary
judgment require a court to dive deeply into a paper record without the benefit of live
witnesses explaining the significance of that record; they require a tremendous
investment of judicial resources.
Defendants seek leave to move for summary judgment.12 They contend that
Plaintiff’s own documentary evidence demonstrates “that Defendants did not ‘utterly
fail’ to implement a reporting system.”13 Defendants also argue that this action is
partially time-barred and that Plaintiff “cannot avail himself of the relation back
doctrine,” because the original and amended complaints have different gravamens.14
Defendants’ argument that Plaintiff’s claims are time-barred do not implicate
material, disputed facts. Defendants are granted leave to move for summary
judgment on that issue. Defendants’ other arguments rest on factually rife issues. I
Pharms., Inc., 2020 WL 5202083, at *4 (Del. Super. Sept. 1, 2020)) (interpreting a parallel rule of the Delaware Superior Court).
11 Kulak v. On, 2026 WL 1122367, at *13 (Del. Ch. Apr. 24, 2026) (quoting Cont’l Oil
Co. v. Pauley Petroleum, Inc., 251 A.2d 824, 826 (Del. 1969).
12 Defs.’ Request at 1.
13 Id.
14 Id. at 3–5.
C.A. No. 2021-0452-KSJM
August 21, 2026
Page 5 of 5
am far from convinced that the issues are not triable. Defendants’ request for leave
to file for summary judgment is therefore granted in part and denied in part.
IT IS SO ORDERED.
Sincerely,
/s/ Kathaleen St. J. McCormick
Chancellor
cc: All counsel of record (by File & ServeXpress)