Cases / Current Cases

Asterias Biotherapeutics, Inc. Breach of Fiduciary Duty Litigation


$10.65 Million Settlement Reached in Asterias Stockholder Litigation

Wolf Popper LLP, counsel to former stockholders of biotech company Asterias Biotherapeutics Inc. in an action pending in the Delaware Court of Chancery, has reached a settlement which, if approved, would resolve the litigation for $10,650,000.00. In November 2018, Asterias entered into a stock-for-stock merger agreement with an affiliated biotech company, Lineage Cell Therapeutics Inc.  (then known as BioTime, Inc.), whereby Lineage would acquire all of Asterias’ outstanding common stock that it did not already own. The merger closed in March 2019.

Wolf Popper’s lawsuit, which followed an investigation into the Asterias board’s books and records,  alleged that Lineage and certain former directors of Asterias breached their fiduciary duties to Asterias’ unaffiliated stockholders in negotiating and thereafter approving the merger, which undervalued Asterias, to Asterias’ stockholders’ detriment.

The settlement follows i) a September 21, 2020 ruling, where former Chancellor Andre G. Bouchard denied in large part, defendants’ motions to dismiss, and ii) vigorous document discovery and depositions of various witnesses affiliated with Asterias, Lineage, and the companies’ financial advisors.

Vice Chancellor Lori Will has set a hearing for February 8, 2023 at 11:00 a.m. to determine whether to approve the settlement.  Additional information regarding the proposed settlement will be disseminated to class members shortly.  

The case is Neil D. Ross v. Lineage Cell Therapeutics, Inc., Case Number 2019-0822-LWW, in the Delaware Court of Chancery.

Wolf Popper LLP Defeats Motion to Dismiss in Asterias Stockholder Lawsuit

In a ruling delivered on September 21, 2020, Chancellor Andre Bouchard of the Delaware Court of Chancery, denied, in substantial part, the defendants’ motion to dismiss a putative class action asserting breach of fiduciary duty claims in connection with the 2019 merger between clinical-stage biotech companies Asterias Biotherapeutics, Inc. and BioTime, Inc. (now known as Lineage Cell Thereapeutics, Inc.).

Plaintiff Neil Ross, represented by Wolf Popper, had alleged that BioTime, which owned nearly 40% of Asterias’s common stock, controlled Asterias’s board as well as the stockholder vote on the merger, and used this control to effectuate a transaction on economic terms grossly unfair to unaffiliated Asterias stockholders.  The Chancellor found that Plaintiff’s complaint adequately established that BioTime constituted Asterias’s, “controlling stockholder,” thereby invoking “entire fairness,” the most onerous standard of review in Delaware, which mandated denial of BioTime’s motion.

The Court also found that certain Asterias directors were “plainly” conflicted given their ties to BioTime, and, notwithstanding their recusal from the board vote to approve the merger, the complaint sufficiently demonstrated that they “participated in crucial discussions that occurred immediately before the other members of the board voted,” requiring denial of their dismissal motions as well.

The case is Neil D. Ross v. Lineage Cell Therapeutics, Inc., Case Number 2019-0822-AGB, in the Delaware Court of Chancery.

For more information, please contact either Carl L. Stine at cstine@wolfpopper.com or Adam J. Blander at ablander@wolfpopper.com.


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