On November 5, 2025, Williams & Connolly’s clients, The Carlyle Group, Inc. and various affiliated entities, along with former directors of Authentix, Inc., obtained a victory before the Delaware Supreme Court when the court affirmed the lower court’s bench trial judgment in Carlyle’s favor.

This case was brought by minority shareholders alleging breaches of fiduciary duty and other claims related to the 2017 sale of Authentix.  The minority shareholders alleged that the Board and Carlyle, as the majority stockholder, accepted a price that undervalued Authentix by over $100 million in order to complete the sale more quickly prior to the expiration of the ten-year life of the fund.  While Carlyle was alleged to have fully recovered on its preferred shares, the plaintiffs alleged that the common shareholders received essentially no compensation for their shares when a sale at a more opportune time would have resulted in millions more.

The case proceeded to a bench trial in January 2024, and in January 2025, the Delaware Court of Chancery issued its decision in Carlyle’s favor, denying plaintiffs’ claims in their entirety, finding that Carlyle and Authentix’s directors acted in good faith and in what they believed was in the best interests of all stakeholders.  Plaintiffs appealed the court’s ruling to the Delaware Supreme Court.  On November 5, 2025, following oral argument by partner Sarah Kirkpatrick, the Delaware Supreme Court affirmed, representing a total victory in favor of the firm’s clients.

The Williams & Connolly team representing Carlyle and the former directors was led by Bob Van Kirk and Sarah Kirkpatrick and included associates Matthew W. Lachman, Patrick C. Bradley, and Cole T. Wintheiser.

Click here to read Bloomberg Law’s coverage of the case.