ADDITIONAL CASES In re Platinum-Beechwood Litigation; 18-cv-6658 OPINION AND ORDER Familiarity with the procedural background to this action is here assumed. As relevant here, on October 31, 2019, plaintiff Senior Health Insurance Company of Pennsylvania (“SHIP”) filed an amended complaint against defendants Lincoln International LLC (“Lincoln International”) and Lincoln Partners Advisors LLC (“Lincoln Partners”), alleging that Lincoln International and Lincoln Partners (collectively, “Lincoln”) participated in the Platinum-Beechwood fraud in their joint capacity as a valuation services provider. Amended Complaint, ECF No. 39 (“Amended Complaint”). On December 3, 2019, the Court granted Lincoln’s motion to dismiss three of the five counts, while denying the motion in all other respects. ECF No. 48. Now before the Court is Lincoln’s motion for summary judgment on the remaining two counts, viz., claims for aiding and abetting fraud and for aiding and abetting breach of fiduciary duty. See ECF No. 50; Memorandum of Law in Support of Lincoln International LLC and Lincoln Partners Advisors LLC’s Motion for Summary Judgment, ECF No. 51 (“Lincoln Mem.”); Reply Memorandum of Law in Support of Lincoln International LLC and Lincoln Partners Advisors LLC’s Motion for Summary Judgment, ECF No. 64 (“Lincoln Reply”). SHIP opposes. See Plaintiff’s (Corrected) Memorandum of Law in Opposition to Defendants’ Motion for Summary Judgment, ECF No. 62 (“SHIP Opp.”). For the reasons set forth below, the Court grants summary judgment in favor of Lincoln on both counts and dismisses the Amended Complaint in its entirety. Background Except where otherwise noted, the following facts, either undisputed or taken most favorably to the non-moving party, are taken from the parties’ Rule 56.1 statements: Parties Plaintiff Senior Health Insurance Company of Pennsylvania is a long-term care insurance company operating in run-off. Local Rule 56.1 Statement of Undisputed Facts in Support of Lincoln International LLC and Lincoln Partners Advisors LLC’s Motion for Summary Judgment, ECF No. 52 (“Lincoln 56.1″) 39. Defendants Lincoln International LLC and Lincoln Partners Advisors LLC are sister companies and wholly-owned subsidiaries of non-party Lincoln International, L.P. Id. 1. Lincoln Partners offers a range of valuation services through its Valuations and Opinions Group. Id. 2. Engagement Letter Between Lincoln Partners and Beechwood On February 19, 2014, Lincoln Partners entered into an engagement letter with B Asset Manager, LP, together with its subsidiaries and affiliates (collectively, “Beechwood”). The engagement letter provided that Lincoln would perform quarterly “positive assurance as to [Beechwood's] fair values” and/or “independent valuations,” which would be “used by the Board of Directors of [Beechwood] to assist with its determination of the fair value of the Investments in accordance with the fair measurement principles of the Financial Accounting Standards Board Codification, Topic 820 — Fair Value Measurements and Disclosures…(“ASC-820″).” Letter dated February 19, 2014, ECF No. 53-4, at 1. In performing such positive assurance, Lincoln agreed to “review [Beechwood's] determination of fair value and provide its opinion as to whether, based on its review, the fair value of each of the Investments is reasonable in accordance with ASC-820.” Id. Subsequently, Lincoln also agreed to provide monthly “negative assurance” letters, where Lincoln would analyze Beechwood’s fair values for the investments and provide its opinion on whether Beechwood’s fair value estimates were not unreasonable in light of ASC-820. Lincoln 56.1
13-14. Investment Management Agreements Between SHIP and Beechwood On May 22, 2014, June 13, 2014, and January 15, 2015, SHIP entered into three Investment Management Agreements (“IMAs”) with certain Beechwood entities, pursuant to which Beechwood agreed to provide investment management and advisory services to SHIP. Id.
