The Firm successfully represented LanzaTech Global, Inc. (“LanzaTech”), a carbon recycling company, in an appeal before the New York Appellate Division, First Department. On January 27, 2026, the First Department unanimously affirmed Simpson Thacher’s win for LanzaTech against the former holder of a convertible promissory note issued by LanzaTech. Plaintiff had filed suit to enjoin and rescind a financing transaction executed between LanzaTech and a third-party investor in May 2025. Simpson Thacher successfully defeated Plaintiff’s requests for a TRO and preliminary injunction before moving to dismiss the complaint. The trial court granted LanzaTech’s motion to dismiss in full, finding that the complaint failed to state a claim for breach of contract or breach of the implied covenant of good faith and fair dealing.
The First Department affirmed the trial court’s ruling, finding that LanzaTech had fulfilled its obligations to Plaintiff under the note’s unambiguous terms, and that Plaintiff’s alternative claim for breach of the implied covenant was legally insufficient because it was duplicative and improperly sought to rewrite the contract’s terms.
The Simpson Thacher team included Craig Waldman, Marisa Stavenas, Nicholas Baker, Lia Toback, Patrick Baron, Jacob Lundqvist, William Moran, and Jane Jho. Craig Waldman argued the appeal before the First Department on January 6, 2026.