The Delaware Supreme Court reversed a Chancery Court decision that would have forced billionaire William I. Koch to sell his $2.5 billion energy company based in West Palm Beach to allow two private equity firms to recoup their investments.
Vice Chancellor J. Travis Laster misconstrued Oxbow Carbon LLC’s agreement when he ruled last February that Crestview Partners and Load Line Capital LLC could pursue the company’s sale, a full panel of the high court said. They claimed that’s what they bargained for when they invested in 2007.
Laster applied the implied covenant of good faith and fair dealing to fill gap that and blocked Koch’s attempt to thwart the sale. He later appointed a monitor to oversee the sale and ordered Koch to pay tens of millions of dollars in damages for derailing the sale in 2016.
However, Supreme Court Justice Karen L. Valihura said no such gap existed and vacated Laster’s remedies ruling from August.
“Although Oxbow’s handling of the issuances was hardly a model of good corporate governance, [Crestview and Load Line] were highly sophisticated entities with three board members who were capable of reading the LLC agreement and bargaining for the rights they now seek through litigation,” Valihura wrote in a 47-page opinion.
Palm Beach-based Koch, the brother of the billionaire conservative political activists Charles and David Koch, said Thursday that he was “pleased that the Supreme Court unanimously agreed with Oxbow on all issues in this litigation.”
“We are evaluating our next steps,” William Koch said in a statement. “Oxbow is a very profitable company and an industry leader. We will continue to provide our clients with the highest quality products and the best service.”
A spokeswoman for Oxbow’s Mintz, Levin, Cohn, Ferris, Glovsky and Popeo attorneys declared the ruling a “full and complete victory.” R. Robert Popeo, who represented Oxbow, directed inquiries to a company spokesman, who did not return a call for comment by deadline.
Attorneys for Crestview and Load Line did not immediately respond to requests for comment.
Laster’s ruling set the stage for Oxbow’s sale within a year and aimed to resolve more than two years of messy Chancery Court litigation, where Koch accused Crestview and Load Line of conspiring to force him out of Oxbow to force a quick sale when commodities prices were tanking.
The case, which went to trial in July 2017, also featured wide-ranging allegations of wrongdoing, including assertions from Koch that Crestview planted a “mole” on the Oxbow board to spy on him and pressure him to resign.
Crestview countered by accusing Koch of mismanagement and boardroom paranoia.
According to court documents, Koch went so far as to install cameras at company facilities and hired private investigators to help build his case against Crestview. Surveillance records and other information were turned over to the investors in discovery.
Valihura remanded the case to Laster for further proceedings, though it was not clear what the next steps would be.
Oxbow is one of the world’s largest producers of petroleum coke, a valuable byproduct of the oil refining process, which is used in aluminum production.
Oxbow is represented by Kenneth J. Nachbar, Thomas W. Briggs Jr. and Richard Li of Morris, Nichols, Arsht & Tunnell and Michael S. Gardener, Breton Leone-Quick and R. Robert Popeo of Mintz Levin. Koch is represented by Stephen C. Norman, Jaclyn C. Levy and Daniyal M. Iqbal of Potter Anderson & Corroon and David Hennes and C. Thomas Brown of Ropes & Gray.
Crestview is represented by Kevin G. Abrams, Michael A. Barlow, J. Peter Shindel Jr., Daniel R. Ciarrocki and April M. Ferraro of Abrams & Bayliss; Brock E. Czeschin, Matthew D. Perri and Sarah A. Galetta of Richards, Layton & Finger; and Michael B. Carlinsky, Jennifer J. Barrett, Chad Johnson, Sylvia Simson, Silpa Maruri of Quinn Emanuel Urquhart & Sullivan.
Load Line is represented by Dale C. Christensen Jr. and Michael B. Weitman of Seward & Kissel and J. Clayton Athey and John G. Day of Prickett, Jones & Elliott.
The case is captioned In re Oxbow Carbon Unitholder Litigation.