Cdx Holdings, Inc. (f/k/a Caris Life Sciences, Inc.), Defendant-Below, Appellant/cross-Appellee v. Kurt Fox…

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s judgment that Caris breached its stock incentive plan by failing to have the Board determine fair market value and adjust the options in good faith, and by withholding part of the option consideration in escrow. The court deferred to the trial court’s supported factual findings that management, rather than the Board, made the valuation decision and that the valuation process was arbitrary and capricious. The court declined to decide Fox’s alleged damages-calculation error in the first instance and left that issue for the Court of Chancery. Justice Valihura, dissenting, would have reversed because the record showed that the Board acted in good faith and properly delegated the computational adjustment.