WILMINGTON, Del.--(BUSINESS WIRE)--X Corp, the holding company owned by Elon Musk and representing Twitter, filed a complaint on July 5 with the Superior Court of California, accusing Wachtell, Lipton, Rosen & Katz of billing excessive fees during the final stages of a merger litigation suit in the Delaware Court of Chancery. Crucially, the lawsuit alleges boasting from Wachtell about their “preeminent Delaware litigation experience” given attorney Leo Strine’s former role as Chancery Court Chancellor and Delaware Supreme Court Chief Justice.
In response, Citizens for Judicial Fairness released the following statement:
“Unfortunately, the insider-y Delaware court system has once again empowered former judges to cash in on their court connections at the expense of their clients and the people of Delaware. We condemn the Chancery Court, Wachtell, and Leo Strine for continuing to enable this bad behavior in case after case. It is shameful that Strine used his former office to cash in to the tune of over $217,000 without saying why or what for. Twitter is right to file this lawsuit and we are grateful for the spotlight it is shining on Delaware’s uniquely corrupt court system. We will continue to use our voice to push back against this corruption whenever and wherever it emerges.”
The ongoing lawsuit carries immense weight as Wachtell holds an extensive track record representing numerous companies and investment vehicles in similar transactions. In 2022, Wachtell approached Twitter, touting its expertise in Delaware's litigation practices and highlighting the inclusion of Strine as part of their team.
Under the legal representation agreement between Twitter and Wachtell, the law firm's lawyers were to be compensated on an hourly basis. The engagement letter, signed by both parties, did not include provisions for contingent success fees or fees aligned with California law and Wachtell's ethical obligations, even if Twitter had intended to offer a success-based fee. The lawsuit alleges that invoices submitted to Twitter lacked descriptions despite comprising millions of dollars in billings. Furthermore, during the case's final stages, Wachtell, aware of the absence of financial oversight on Twitter's behalf, requested a success fee and demanded a payment balance of 90 million.
The Delaware Court of Chancery has a long history of similar cases involving unscrupulous charges, prompting criticism of their legal system as an “Old Boys’ Club” with a revolving door of personnel within the bench and bar. For instance, TransPerfect, the world’s largest provider of language and technology solutions for businesses), experienced prolonged issues with the Chancery Court and law firm Skadden Arps and Slate Meagher & Flom for nearly a decade due to the Chancery Court’s unprecedented forced sale of the company. Former Chancery Court-appointed Custodian Robert Pincus and Skadden overbilled TransPerfect by tens of millions of dollars in undisclosed legal fees. Notably, the case was heard by Andre Bouchard, Chancellor of the Delaware Court and former corporate litigator at Skadden Arps. In the Citgo case, the Chancery Court approved Skadden’s overbilling fees of two million and allowed the court-appointed custodian to charge over three million in services rendered.
Citizens for Judicial Fairness is a group made up of more than 5,000 members including employees of the global translation services company TransPerfect, as well as concerned Delaware residents, business executives and others. They formed in April of 2016 to focus on raising awareness with Delaware residents, elected officials, and other stakeholders about the unprecedented, forced sale of TransPerfect. While their primary goal of saving the company has been accomplished, they continue their efforts to fight for more transparency in the Delaware Chancery Court. For more information on Citizens for Judicial Fairness, visit citizensforjudicialfairness.org
