Juno Ducks Investor Suit Over $9B Celgene Buyout

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By Jacob Rund

Juno Therapeutics won’t need to wait for a judge to decide whether it must give an investor access to records involving its $9 billion sale to Celgene Corp.

Attorneys for the biotechnology firm and the suing stockholder filed jointly with the Delaware Chancery Court June 13 to dismiss the books and records complaint. This action, not yet signed off on by presiding Judge Tamika Montgomery-Reeves, comes before the court could issue a decision or hold oral arguments.

The investor wanted to view the minutes from every Juno board meeting since Jan. 1, 2017, material provided by any other potential acquirers, financial summaries given to the board, and board documents related to the independence of its directors, among other items.

Young Hwan Kim filed the complaint in March to probe for any “wrongdoing or mismanagement” by Juno’s board members.

Attorneys representing Kim didn’t respond to requests for comment on their stipulation of dismissal. A Celgene spokesperson declined to comment.

The lawsuit alleged that the buyout of Juno may have been driven by the self interests of its board and of Celgene, which was the Seattle-based company’s largest stockholder. It also referenced the 2015 nomination of a Celgene executive to Juno’s board as a reason to suspect the deal could have been unfair.

Investors often use similar complaints as a stepping stone to subsequent litigation against a company’s directors. Delaware state courts have set a low bar for proving the need for obtaining corporate documents through this method.

The case is Kim v. Juno Therapeutics Inc. , Del. Ch., No. 2018-0140, stipulation filed 6/13/18 .

To contact the reporter on this story: Jacob Rund in Washington at jrund@bloomberglaw.com

To contact the editor responsible for this story: Fawn Johnson at fjohnson@bloomberglaw.com

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