A Delaware Chancery court on Friday ordered the dissolution of a pharmaceutical company, Inspirion Delivery Sciences, which developed promising technology to make opioid painkillers more difficult to abuse.
The order is a win for Texas law firm Reid Collins & Tsai and its clients, Inspirion co-founders Ray DiFalco and Manish Shah, who sought dissolution of the company in September 2018 after years of fighting with their co-founder, pharmaceutical executive Stefan Aigner, about how best to run the business.
In a 96-page opinion, Chancellor Andre G. Bouchard determined the founders of IDS came to “loggerheads over issues of fundamental importance” and that dissolution was warranted.
“In brief, the record shows that Aigner has arrogated to himself virtually unfettered control over the company’s management in contravention of the company’s contractually specified governance structure by acting unilaterally instead of trying to work collaboratively with DiFalco and by using the conflict of interest provision in the LLC agreement improperly as a weapon to marginalize DiFalco’s role in managing the company,” Chancellor Bouchard wrote.
DiFalco and Shah began developing the technology 13 years ago, the opinion says, and decided to pair up with Aigner in 2008 to form the Delaware limited liability company that eventually became IDS, which holds the patents to the technology.
The RCT legal team sought dissolution of ICT to free the intellectual property from the company. In his decision from Friday, Chancellor Bouchard resolved all four claims presented at the December 2018 bench trial. He also ordered a liquidating trustee be appointed for IDS within five days.
“This is an important victory for our client that will hopefully free up the technology so desperately needed to help those affected by the opioid epidemic,” said William Reid IV, lead counsel for DiFalco and Shah, said in a written statement. “We’re grateful that this court took the rare step of ordering a dissolution of the dysfunctional company.”
IDS’ legal team did not immediately respond to a request for comment. The team included Peter Ladig and Brett McCarntey of Delaware law firm Bayard P.A. and New York attorneys David Wollmuth and Michael Ledley of Wollmuth Maher & Deutsch.
In addition to Reid, the Texas-based legal team from RCT included Michael Yoder, Jordan Vimont and Ryan Goldstein. Local counsel for DiFalco and Shah were Delaware lawyers Norman Monhait and Carmella Keener of Rosenthal, Monhait & Goddess.