Ferguson v. Lion Holding, Inc.
This case involves a dispute over deferred compensation following the acquisition of Lion Holding, Inc. by Hannover Riickversi-cherungs-Akteiengesellschaft. Plaintiffs, former senior officers of CIGI and majority shareholders of Lion, claim Hannover breached a Letter Agreement by failing to pay the full $100 million 'Earnout' tied to CIGI's underwriting goals, alleging manipulation of financials. Hannover moved for partial summary judgment, arguing plaintiffs did not formally and timely object to board decisions impacting the Earnout calculation. The court denied summary judgment regarding retention and inter-company expense allocations where factual issues existed regarding Hannover's potential active obstruction of plaintiffs' ability to object. However, summary judgment was granted for Hannover on claims related to carried reserves due to plaintiffs' failure to meet specific condition precedents and for claims outside the scope of the Special Operating Rules, as these would create new contractual rights not originally bargained for.