Simpson Thacher secured a win for client LanzaTech Global, Inc. (“LanzaTech”), a carbon management company, in a lawsuit seeking to enjoin and rescind a financing transaction executed between LanzaTech and a third-party investor in May 2025. Plaintiff, the former holder of a convertible promissory note issued by LanzaTech, filed suit in New York Supreme Court seeking a temporary restraining order (“TRO”), preliminary injunction and expedited discovery, and alleged that Plaintiff’s note was improperly converted into LanzaTech common stock as a result of the financing transaction. Simpson Thacher opposed Plaintiff’s request for a TRO and expedited discovery on May 20, 2025. On May 21, 2025, the Supreme Court denied Plaintiff’s request for a TRO. Simpson Thacher then filed an opposition to Plaintiff’s request for a preliminary injunction and separately moved to dismiss the complaint for failure to state a claim. On June 13, 2025, the Supreme Court denied Plaintiff’s motion for a preliminary injunction following a hearing, finding that Plaintiff had failed to demonstrate irreparable harm. On July 3, 2025, the Supreme Court further granted LanzaTech’s motion to dismiss following a hearing, finding that Plaintiff had failed to state a claim for breach of contract or breach of the implied covenant of good faith and fair dealing.
In a separate action, Plaintiff also filed suit in the Delaware Court of Chancery on June 30, 2025, seeking to enjoin a stockholder vote on certain matters related to the financing transaction scheduled for July 28. Plaintiff alleged that the proxy statement issued to LanzaTech stockholders related to the stockholder vote contained material misstatements or omissions. Plaintiff moved for expedited proceedings and requested a schedule on a motion for preliminary injunction. Simpson Thacher opposed Plaintiff’s motion for expedited proceedings on July 7, 2025. On July 11, 2025, the Court of Chancery denied Plaintiff’s motion to expedite, finding that Plaintiff’s request was barred by laches given Plaintiff’s delay in filing suit for after the proxy statement containing the alleged misrepresentations was issued, and Plaintiff’s failure to demonstrate irreparable harm.
The Simpson Thacher team included Craig Waldman, Marisa Stavenas, Nicholas Baker, Lia Toback, Patrick Baron, Jacob Lundqvist, William Moran, Jane Jho, and Sawyer Nash. Summer Associate Dania Alqarawi provided valuable assistance.