Full Opinion

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE SAMVIT RAMADURGAM, ) ) Plaintiff, ) ) v. ) C.A. No. 2024-0057-PAF ) DESTINY XYZ INC., SOHAIL ) PRASAD, ARCHIT KUMAR, and ) CARLOS LICONA, ) ) Defendants. ) POST-TRIAL MEMORANDUM OPINION Date Submitted: January 22, 2026 Date Decided: July 23, 2026 S. Michael Sirkin, R. Garrett Rice, ROSS, ARONSTAM & MORITZ LLP, Wilmington, Delaware; Christopher D. Belelieu, H. Chase Weidner, GIBSON, DUNN & CRUTCHER LLP, New York, New York; Attorneys for Plaintiff Samvit Ramadurgam Andrew S. Dupre, Brian R. Lemon, AKERMAN LLP, Wilmington, Delaware; Attorneys for Defendants Destiny XYZ Inc., Sohail Prasad, Archit Kumar, and Carlos Licona FIORAVANTI, Vice Chancellor Two founders of a Delaware corporation built a business designed to provide public market access to private technology companies. One co-founder held control. The other held a substantial minority equity interest and served as a director. Their relationship deteriorated after the controller sought additional equity and the minority stockholder, whose approval was required, proposed governance protections, such as adding independent directors. The controller decided to cash out his co-founder through a clandestine scheme. Unbeknownst to the co-founder, the controller hired a law firm that commissioned a valuation of the company and then, with that valuation in hand, appointed two friends to the board and rammed through a reverse-forward stock split at a special meeting at which the controller and his devoted loyalists did not even attempt to justify their faithless conduct. The plaintiff has brought this action, asserting claims for breach of the duty of loyalty against the controller and the two new directors for approving the cash- out, and a claim for violation of 8 Del. C. § 155 against the company for failing to pay fair value for the cashed-out fractional interests. There is no dispute that the fiduciary duty claims are subject to the entire fairness standard of review, requiring the defendants to prove fair process and fair price. The controller concedes that he, with advice of counsel, did not care about the process. Instead, he and the two directors he recruited to approve the transaction have embarked on a high-stakes trial strategy. They concede that the process was not fair, but they contend that there is no liability because the price paid for fractional interests in the reverse stock split was entirely fair. This post-trial decision concludes that the defendants failed to carry their burden of proving entire fairness. Neither the process nor the price was fair. The transaction was initiated, timed, structured, and approved under the control of the fiduciary who benefited from it. The newly appointed directors who approved the transaction made no inquiry and merely rubber-stamped it at the behest of the controller. The valuation evidence on which the defendants relied does not prove that the consideration paid fell within a range of fairness. The conflicted controller breached his duty of loyalty, and the other two directors who approved the transaction breached their fiduciary duties by consciously disregarding their responsibilities and acting in bad faith. To remedy these breaches, the plaintiff seeks a restitutionary remedy that returns the plaintiff and the controller to their respective proportionate equity positions prior to the defendants’ disloyal conduct. The court, in the exercise of its broad equitable powers to fashion appropriate relief, agrees that a restitutionary remedy is appropriate. In addition, the court finds that the individual defendants’ egregious pre-litigation conduct warrants fee-shifting under the bad faith exception to the American Rule. 2 I. BACKGROUND These are the facts as the court finds them after trial.1 A. The Parties and the Destiny Entities Destiny XYZ Inc. (“Destiny” or the “Company”), originally known as Manifest Destiny Inc., during the events giving rise to this action, was a Delaware corporation with its principal place of business in Austin, Texas. 2 Destiny is an 1 Other factual findings are contained in the analysis of the claims. Deposition testimony is cited as “(Surname) Dep.”; trial exhibits are cited as “JX”; stipulated facts in the pre- trial order are cited as “PTO”; and references to the docket are cited as “Dkt.,” with each followed by the docket number and the relevant section, page, paragraph, or exhibit. Citations to testimony presented at trial are in the form “Tr. # (X),” with “X” representing the name or surname of the speaker. Citations to JX 280, the recording of the special meeting held on November 9, 2023, are in the form of “Special Meeting # (X),” and citations to JX 281, the transcript of the special meeting held on November 9, 2023, are in the form “Special Meeting Tr. # (X),” with “X” representing the surname of the speaker. Citations to the transcript of post-trial oral argument (Dkt. 102) are in the form of “Post- Trial Arg.” Unless otherwise indicated, citations to the parties’ briefs are to post-trial briefs. When resolving factual disputes, this decision generally gives more weight to contemporaneous evidence. See Lynch v. Gonzalez, 2020 WL 4381604, at *5 (Del. Ch. July 31, 2020) (“The relative weight given to any particular piece of evidence, and particularly witness testimony, is a matter for the court to determine as the trier of fact.” (citation modified)), aff’d, 253 A.3d 556 (Del. 2021) (TABLE); see, e.g., BCIM Strategic Value Master Fund, LP v. HFF, Inc., 2022 WL 304840, at *2 (Del. Ch. Feb. 2, 2022) (“The witness testimony often conflicted with the contemporaneous record. In resolving factual disputes, this decision generally has given greater weight to the contemporaneous documents.”). 2 PTO ¶ 14. Destiny had three classes of common stock: Class A Common Stock, Class B Common Stock, and Class C Common Stock. JX 17 § 4.1.1; JX 57 § 4.1.1; JX 363 § 3. The classes had the same economic rights, but different voting powers. See JX 17 § 4.1.2‒ 3; JX 57 § 4.1.2‒3. Class A and Class B shares carried one vote per share. JX 17 § 4.1.3.1; JX 57 § 4.1.3.1. Class C shares carried 20 votes per share. JX 17 § 4.1.3.1; JX 57 § 4.1.3.1. Class B and Class C shares were convertible into Class A shares at the holder’s option. JX 17 § 4.1.4; JX 57 § 4.1.4. As of September 30, 2023, Destiny had 15,470,544 shares 3 investment management company that offers the public access to private markets through the creation of exchange-traded portfolios and products. 3 Effective December 8, 2025, Destiny converted into a Delaware limited liability company.4 Unless otherwise noted, this decision refers to Destiny as a corporation. Samvit Ramadurgam (“Plaintiff”) and Defendant Sohail Prasad are co- founders of the Company, Destiny Advisors LLC (“Advisors”), and Destiny Tech100 Inc. (“Tech100”).5 Initially, Ramadurgam and Prasad were co-Chief Executive Officers (“CEO”), co-Presidents, and co-Chairmen of the Company’s board of directors (the “Board”). 6 Prasad is currently the Company’s CEO, Chairman, and controller. 7 Archit Kumar and Carlos Licona (together with Prasad, the “Individual Defendants,” and together with Prasad and Destiny, the “Defendants”) were outstanding: 5,880,544 Class A shares, 6,850,000 Class B shares, and 2,740,000 Class C shares. JX 225 Tab “Summary.” On a fully diluted basis, Class A represented 39.7% of the shares and 9.29% of the voting power; Class B represented 43.07% of the shares and 10.08% of the voting power; and Class C represented 17.23% of the shares and 80.63% of the voting power. See JX 225. 3 See JX 317 at 1. 4 See Dkt. 92; Defs.’ Answering Br. 38. 5 PTO ¶ 13. 6 Id. ¶ 29. 7 Id. ¶ 17. 4 appointed to the Board on November 6, 2023, just three days before voting to approve the reverse-forward stock split.8 Tech100, a Maryland corporation, is a publicly traded closed-end management investment company registered under the Investment Company Act of 1940 and holds investments in venture-backed private technology companies. 9 Advisors is a limited liability company wholly owned by Destiny.10 Advisors provides investment advisory services to Tech100. Destiny is Advisors’ Managing Member. 11 B. The Co-Founders’ Early Days Ramadurgam and Prasad met in 2012 when they were teenagers participating in a startup incubator program called Y Combinator.12 They became close friends 8 Id. ¶¶ 18−19. 9 JX 307 (“Prospectus”) at 1, 5, 13, 17‒21, 78; JX 374 ¶ 24; JX 310 at 4. 10 Prospectus at 5. 11 PTO ¶ 15. 12 See Tr. 4:16‒5:3, 5:16‒20, 6:5‒11 (Ramadurgam); Prasad Dep. 54:11‒15. 5 and later business partners. 13 Their first venture together focused on private- company secondary markets. 14 Ramadurgam and Prasad saw that equity in successful private technology companies was difficult to access and difficult to trade. 15 Employees and early investors often held illiquid positions.16 Meanwhile, outside investors wanted exposure to pre-IPO companies but lacked an efficient way to obtain it.17 That market gap inspired Ramadurgam, Prasad, and two others to form Equidate Inc. in 2014, which later became Forge Global, Inc. (“Forge”). 18 Forge built infrastructure products for private technology companies and operated a trading platform through which institutional and accredited investors could buy and sell shares of private 13 Tr. 7:11‒13 (Ramadurgam); id. at 495:6‒10 (Prasad). 14 Id. at 6:16‒24 (Ramadurgam). Prasad had begun angel investing and had reached the point where he was interested in investing in later-stage companies. He soon realized that the process was not easy. Months would pass from the time he first tried to make the investment to the moment he could finally purchase the stock. Prasad also saw complexity related to the involvement of legal professionals. Id. at 453:23‒455:5 (Prasad). 15 Id. at 7:1‒3 (Ramadurgam); id. at 455:6‒9, 455:20‒456:6 (Prasad). 16 See id. at 455:10‒19 (Prasad). 17 Id. at 7:3‒5 (Ramadurgam); id. at 456:16‒457:8 (Prasad). 18 PTO ¶ 13; Tr. 6:16‒7:10 (Ramadurgam). 6 companies, and specifically late-stage private companies valued at over a billion dollars, known as unicorns.19 C. Destiny While at Forge, Ramadurgam and Prasad considered creating a new asset- management division. The idea was to satisfy retail investors’ demand for Forge- managed funds that would invest in pre-IPO assets, providing diversified exposure without requiring investors to select individual companies or entry prices.20 But Forge remained focused on institutional investors, making the asset-management opportunity unsuited for Forge’s business. 21 Ramadurgam and Prasad left Forge and co-founded Destiny in 2019.22 Ramadurgam had prepared a creative brief describing the new company’s goals, mission, and target audience. The brief referred to technology as a source of innovation that begins in the private company ecosystem and stated that “the future 19 Tr. 5:8‒10 (Ramadurgam). See Robert P. Bartlett, A Founders’ Guide to Unicorn Creation: How Liquidation Preferences in M&A Transactions Affect Start-Up Valuation, in Research Handbook on Mergers and Acquisitions 123, 123 (Claire A. Hill & Steven Davidoff Solomon, eds., 2016). Forge completed an initial public offering (“IPO”) in a $2 billion SPAC deal on March 22, 2022. Tr. 5:10‒11 (Ramadurgam). Forge trades on the New York Stock Exchange (“NYSE”) under the ticker “FRGE.” PTO ¶ 13. 20 Tr. 7:14‒20, 7:24‒8:8, 11:9‒24 (Ramadurgam). 21 Id. at 8:7‒17, 11:3‒8. 22 Id. at 5:12‒13. 7 belongs to those who are choosing to manifest their dreams into reality.”23 That exercise led Ramadurgam to the name “Destiny XYZ Inc.” 24 Destiny was incorporated on November 1, 2019.25 At Destiny’s founding, Ramadurgam and Prasad held equal shares of the Company, and each held the titles of co-CEO and co-President. 26 Ramadurgam also served as Treasurer.27 The co-founders agreed to a five-member board, with each of them holding the title of co-Chairman; the other three seats were vacant.28 At the beginning of 2020, Destiny prepared an investment memorandum for its seed round. The memorandum stated that “[a]nalogous to BlackRock in the public markets, Destiny provides investors access to the private tech industry through a family of publicly listed, liquid, ETFs.”29 It explained that Destiny sought 23 Id. at 9:18‒10:1, 10:3‒10. From the beginning, the idea was to form publicly traded vehicles that would offer investors liquidity and diversified access to otherwise illiquid and inaccessible assets, “enabling everyone to own their own piece of the future.” Id. at 12:17‒ 13:11; JX 34 at 4. 24 Tr. 9:14‒17, 10:1‒2, 10:11‒20 (Ramadurgam); id. at 481:15‒16 (Prasad). 25 PTO ¶ 14. 26 Id. ¶ 29. 27 Tr. 20:4‒9 (Ramadurgam). 28 Id. at 193:21‒194:1. 29 JX 18 at 4. Destiny’s thesis is to leverage public market infrastructure to provide access to private-company assets, capitalizing on the premium that public investors are willing to pay. Tr. 104:6‒15 (Ramadurgam); id. at 608:10‒13 (Prasad). 8 to create a family of ETFs with thematic motifs.30 In 2020, Destiny raised approximately $5 million in Simple Agreements for Future Equity (“SAFEs”) with a $25 million valuation cap.31 The SAFEs provided startup capital to Destiny and gave holders the potential upside of an equity interest. Destiny’s business thesis depends, in part, on public investors’ willingness to pay a premium over net asset value (“NAV”) for access to private company assets. By raising capital while trading at a premium to NAV, Destiny can acquire pre-IPO assets at lower prices and grow the business.32 Long-term, the business model contemplated growth through the formation of additional funds, the accumulation of additional assets in each fund, and the appreciation of fund assets. 33 Prasad believed 30 JX 18 at 7 (listing, among others, ETFs with a focus on healthcare, fintech, artificial intelligence, Latin America, and India); Tr. 13:12‒14, 14:1‒12 (Ramadurgam). Destiny’s mission also carried a broader social goal to “break the pervasive class divisions and inequality that prevent those who are not Silicon Valley titans from participating in the growth and success of the private tech companies that are shaping our collective future.” JX 317 at 1‒2. 31 JX 19. 32 JX 37 at 7; Tr. 102:20‒103:12, 104:6‒105:21 (Ramadurgam); id. at 608:14‒17 (Prasad); see id. at 607:6‒608:7 (elaborating on the different components of the strategy). The assumption was always that Destiny’s fund would trade at a premium to NAV. Tr. 100:21‒ 104:5 (Ramadurgam); see also JX 35; JX 499; Tr. 612:4‒615:3 (Prasad) (describing JX 499 as a “napkin” model shared with investors, which did not contemplate the possibility that Destiny’s tech fund could trade at a discount to NAV). 33 Tr. 13:12‒20 (Ramadurgam). 9 that “Destiny has the opportunity to build a massively valuable business over time.” 34 In the second half of 2020, however, the founders’ views about Destiny’s direction diverged.35 The disagreement prompted a broader discussion about the co- founders’ respective roles at Destiny.36 Ramadurgam made clear that he would not leave Destiny, but he was willing to reduce his day-to-day responsibilities. 37 The result was an October 14, 2020, governance and capital reorganization. Prasad became Destiny’s sole CEO and President, and his equity stake increased to approximately 63.5%. 38 Ramadurgam retained approximately 36.5% of Destiny’s equity and remained a director and co-Chairman. 39 The reorganization occurred as Destiny prepared to launch its first fund product, Tech100. Tech100 was incorporated in Maryland on November 18, 2020.40 Prasad and Ramadurgam were the first directors on Tech100’s board. 41 Tech100 34 Id. at 694:6‒10 (Prasad). 35 Id. at 20:10‒22:13 (Ramadurgam). 36 JX 21; JX 24; Tr. 494:20‒23, 497:13‒16 (Prasad). 37 Tr. 24:2‒17, 24:20‒25:7 (Ramadurgam); JX 21 at 1 (“In no situation I can think of, am I open to ‘leaving’ [D]estiny.”); Tr. 497:8‒12 (Prasad). 38 PTO ¶ 30; JX 28 at 1; JX 48 at 10‒12. 39 PTO ¶ 30; JX 28 at 1. In 2020, Prasad believed Destiny would be worth approximately $10 billion, and that Ramadurgam would be entitled to $3.3 billion. See JX 24 at 2; Tr. 589:19‒590:7 (Prasad). 40 Prospectus at 17. 41 JX 394 at 2. 10 was created to hold investments in the top 100 venture-backed, late-stage, private, technology unicorns. 42 Destiny manages Tech100 through Advisors, which provides investment advisory services to Tech100 under an investment advisory and management agreement.43 In early 2021, as Destiny began raising capital for Tech100, Prasad and Ramadurgam agreed that Ramadurgam would enter into an employment agreement with Destiny. The arrangement was documented in a June 6, 2021, engagement agreement (“Engagement Agreement”).44 Under the Engagement Agreement, Ramadurgam became a strategic adviser focused on one to two monthly initiatives aligned with Destiny’s strategic priorities, fundraising, and managing relationships with unicorn companies.45 The Destiny reorganization also included governance protections for future equity issuances to Prasad and his affiliates. 46 In June 2021, the Board (Prasad and Ramadurgam) approved via written consent a resolution requiring that “future offers to purchase shares by any director of the Board or his affiliates . . . be approved by 42 Tr. 14:13‒17 (Ramadurgam); id. at 472:16‒473:23, 479:18‒23 (Prasad); see also JX 312. 43 PTO ¶ 15; JX 109. 44 JX 46. 45 Id.; Tr. 22:21‒23:11, 31:11‒34:16 (Ramadurgam); id. at 496:17‒18, 497:15‒17 (Prasad). 46 JX 28 at 2. 11 the affirmative vote of a majority of the directors who are disinterested in such matter, even though the disinterested directors may constitute less than a quorum.”47 The same written consent approved the new equity grant to Prasad.48 With significant efforts from both co-founders, Tech100 raised approximately $94 million through SAFEs from approximately 200 investors during 2021 and early 2022. 49 Destiny deployed that capital under the oversight of its investment committee, which selected the investments. 50 Tech100’s portfolio consists of 23 technology companies. 51 Destiny recognized its first quarterly revenues in 2021. 47 JX 50 at 7. 48 Id. at 13. 49 JX 150; JX 164; Tr. 123:7‒10 (Ramadurgam); id. at 504:6‒12, 594:20‒595:1 (Prasad); see id. at 36:10‒37:21 (Ramadurgam) (explaining his substantial involvement in the fundraise and claiming responsibility for half of the amount raised); see, e.g., JX 65; JX 69; JX 182; JX 128; JX 148; see also Tr. 505:9‒24 (Prasad) (describing their fundraising process as involving going to everyone they knew). 50 Tr. 37:22‒38:15 (Ramadurgam). The investment committee met once or twice per week to review potential investments. The review began with the universe of private “unicorn” companies and used successive filters to identify suitable portfolio companies. Those filters included whether the company was U.S.-based or backed by top U.S. institutional investors, had a high-growth asset-light business model or revolutionary technology, was a market leader with significant room to scale, operating in a growing market, and benefited from network effects or economies of scale. After narrowing the list, the committee evaluated whether the companies were available at attractive prices. Tech100 would not invest in an otherwise suitable company if the price was too high. Id. at 38:16‒43:4. 51 JX 173 at 3‒4, 15; see Tr. 19:22‒20:1 (Ramadurgam); id. at 506:21‒508:21 (Prasad) (describing the capital deployment process and indicating that 50% of Tech100’s investment was in Space Exploration Technologies Corp. or “SpaceX”). 12 Those revenues were generated primarily through management fees paid to Advisors for Tech100, as well as from the sale of portions of its Tech100 shares. 52 The fundamental premise of Destiny’s business model—i.e., that Tech100 would trade at a premium to NAV—is reflected in illustrative valuation models that the founders shared with prospective investors and employees.53 A February 2021 model prepared by Prasad included a “Public Market Premium/Discount” line item set at 50%, reflecting the assumption that public accessibility could cause Tech100’s shares to trade above the value of its underlying assets.54 In September 2021, in connection with the recruitment of a trader, Prasad shared another model that he had previously discussed with Ramadurgam.55 The model used a default “Revenue Multiple” of 30x, which Ramadurgam described as “very reasonable” for companies with “quality recurring revenue businesses” and “consistent with [] what [they] w[ere] seeing in the market.”56 52 PTO ¶ 15; JX 230 at 1; Tr. 90:10‒15 (Ramadurgam); id. at 619:15‒620:7 (Prasad). 53 JX 35; JX 37; JX 53; JX 54. 54 JX 37 at 1, 7; Tr. 102:20‒103:12 (Ramadurgam). The default assumptions were intended to “strike a balance of conservatism while [also] representing some of the incredible success private companies have experienced over the last few years.” Tr. 101:9‒102:17 (Ramadurgam). 55 JX 53; JX 54; Tr. 94:6‒95:23 (Ramadurgam). 56 JX 54 Tab “FY21 Destiny Valuation Model” Cell C6; Tr. 95:24‒96:9, 97:4‒5, 97:13‒ 15, 100:13‒14 (Ramadurgam). 13 D. Tech100’s Public Listing Process Begins. Following the successful capital raise, the founders focused on taking Tech100 public. At the same time, however, Ramadurgam was looking to reduce his operational responsibilities. On April 28, 2022, Ramadurgam resigned from the Tech100 board, leaving Prasad as its sole director.57 On May 12, 2022, Destiny filed a registration statement with the Securities and Exchange Commission (“SEC”) to list Tech100 on the NYSE.58 Afterward, Ramadurgam suspended his external- facing activities to comply with the quiet period under the securities laws and focused on internal strategy.59 One of Destiny’s marketing strategies involved a “share giveaway program”—giving investors one or two pre-IPO shares of portfolio companies free of charge.60 Ramadurgam and Prasad had used a similar strategy at Forge by giving investors pre-IPO shares in electric car maker Tesla, Inc. The Tech100 giveaway program contemplated giving away up to 700,000 Tech100 shares, in allotments of one or two shares per investor.61 57 JX 394 at 2. 58 See JX 110. 59 Tr. 43:18‒45:6 (Ramadurgam). 60 Id. at 45:7‒47:16; see id. at 533:11‒24 (Prasad). 61 Id. at 335:6‒23 (Kumar); see id. at 727:10‒24 (Prasad). 14 E. Equity and Compensation Discussions In December 2022, Prasad presented Ramadurgam with what Prasad characterized as a standard package of refresher equity grants and bonuses.62 The package included employee grants. It also included a grant to Prasad of 3,000,000 additional shares, representing approximately 20% of Destiny’s then-outstanding shares. Prasad believed the grant was warranted because of his efforts in growing Destiny’s investor base.63 Ramadurgam, whose approval was necessary, was surprised by the size of Prasad’s proposed grant and told Prasad that he was willing to approve only the refresher grants for employees. 64 But Prasad was unwilling to separate the employee grants and bonuses from the proposed grant to himself.65 The discussions stalled because the two co-founders were unable to reach an agreement, and no grants or bonuses were approved at that time. 66 Ramadurgam and Prasad continued to discuss the issue over the ensuing months.67 In March 2023, Ramadurgam and Prasad met at a café inside their Austin 62 JX 154; Tr. 47:22‒48:21 (Ramadurgam); id. at 517:17‒518:19 (Prasad). 63 Tr. 518:20‒519:2 (Prasad). 64 JX 158 at 2; Tr. 48:10‒49:9, 49:18‒50:12, 50:19‒51:18, 52:4‒9 (Ramadurgam); id. at 596:10‒16 (Prasad); see JX 50 at 7 (requiring that future offers to purchase shares by any director or his affiliates be approved by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constituted less than a quorum). 65 Tr. 51:19‒52:3 (Ramadurgam). 66 Id. at 51:19‒52:3; JX 184 at 2. 67 Tr. 520:11‒24 (Prasad). 15 apartment building. 68 Ramadurgam presented a proposal to grant Prasad additional equity while protecting Ramadurgam against further dilution. 69 Ramadurgam was also concerned that investors could view Prasad’s resulting equity grant as unreasonable or unwarranted. 70 To address those concerns, Ramadurgam proposed to entrust future equity-grant decisions to an independent body.71 He also suggested involving an executive coach and mediator who had helped the co-founders during the 2021 governance restructuring. 72 Prasad did not agree to that proposal.73 The dispute escalated in April 2023. During an argument at the café in Austin, Ramadurgam told Prasad that litigation was a possibility. 74 Prasad viewed that statement as a threat. By May 2023, Ramadurgam had engaged corporate counsel.75 He also continued proposing governance procedures for founder compensation.76 One proposal contemplated director qualification requirements concerning 68 Id. at 52:9‒11, 53:7‒14 (Ramadurgam). 69 JX 176 at 3; Tr. 54:12‒22 (Ramadurgam). 70 Tr. 597:15‒20 (Prasad). 71 JX 183 at 2; Tr. 55:3‒56:4 (Ramadurgam). 72 JX 183 at 2; Tr. 56:15‒57:22 (Ramadurgam). 73 JX 183 at 2; Tr. 52:11‒17, 57:12‒16 (Ramadurgam). 74 Tr. 523:22‒524:4 (Prasad). 75 See JX 184 at 2. 76 Id.; Tr. 58:10‒60:4 (Ramadurgam). 16 independence and industry expertise, along with tying the founders’ ability to elect directors to their relative share ownership. 77 F. Prasad Plans to Oust Ramadurgam. Ramadurgam made several attempts to communicate with Prasad about the proposal, but Prasad never responded. 78 Instead, Prasad decided to oust Ramadurgam. In August 2023, Prasad engaged lawyers in the Delaware office of McCarter & English LLP (“McCarter”) to devise and quarterback “Project Activation.” 79 A primary objective of the project was to squeeze out Ramadurgam before Tech100 went public.80 At that time, the cap table included twelve minority holders other than Ramadurgam. Those holders consisted of a consultant, three investors, four advisers, and four employees. 81 Together, they held common stock amounting to about 11% of Destiny’s equity on a fully diluted basis.82 McCarter devised a reverse-forward stock split as the most efficient and effective means of eliminating Ramadurgam and leaving Prasad as the Company’s 77 JX 187; Tr. 63:2‒9 (Ramadurgam); see also id. at 61:7‒63:9 (Prasad). 78 Tr. 63:10‒20 (Ramadurgam); id. at 598:4‒6 (Prasad). PTO ¶ 31; JX 219 at 1‒2; JX 233 at 1; Tr. 598:10‒18 (Prasad); see JX 433 Log Entry 79 No. 1. The primary lawyer on the engagement also represented Defendants at trial. 80 See Post-Trial Arg. at 37:21‒38:1, 46:6‒10. 81 See JX 225 Tab “Ownership.” 82 Id. 17 sole stockholder.83 The plan would entail the adoption of amendments to Destiny’s certificate under 8 Del. C. § 242 and the cash-out of fractional interests under 8 Del. C. § 155. Prasad and McCarter structured the scheme to keep Ramadurgam in the dark at all times. The first step was to establish a cash-out price for the fractional interests. To maintain stealth, McCarter—not the Company—engaged Houlihan Capital Advisors, LLC (“HCA”) on September 8, 2023, to provide a valuation opinion “as to the fair market value of the equity of Destiny” on a “going concern” basis.84 The engagement letter stated that the valuation would be used to advise Prasad on “potential transaction structures and to determine the valuation of the Company in connection with said transactions.”85 It also stated that Prasad could disclose the valuation opinion to Destiny’s Board for its consideration. The engagement letter made clear, however, that the valuation opinion was “not intended to be, and will not constitute, a fairness opinion” and that “[a]ny other use [wa]s 83 Dkt. 59 at 24:17‒20; Tr. 666:17‒21, 694:20‒23 (Prasad). JX 237 at 1; see PTO ¶ 32. HCA is not to be confused with the global investment bank 84 Houlihan Lokey, Inc. Tr. 71:2‒7 (Ramadurgam); see also Post-Trial Arg. at 6:21‒22. 85 JX 237 at 1. 18 unauthorized and may be misleading.”86 It further provided that, before finalizing its work, HCA would “confirm facts with Prasad.”87 After HCA began its work, Prasad and Philip Amoa from McCarter’s Philadelphia office met several times with Theodore Frecka and Richard Bernard from HCA.88 The valuation process depended heavily on information supplied by Prasad. HCA did not conduct an independent examination of Destiny’s business or verify the information it received. Prasad and Amoa supplied key inputs for the valuation. They discussed deducting the full SAFE purchase amount from Destiny’s equity value.89 They assumed that all 700,000 shares set aside for the Tech100 share giveaway would be distributed, without providing the full context of the giveaway’s promotional intent. 90 Prasad provided HCA with a written commentary regarding Destiny’s prospects, risks, projected expenses, and the expected timing of Tech100’s registration process.91 The commentary presented a more muted picture of Destiny’s prospects than the one Prasad and Ramadurgam had previously shared with investors 86 Id. 87 Id. 88 JX 241; JX 242; JX 248; JX 250; see Frecka Dep. 90:8‒21, 101:13‒22, 126:2‒129:16 (referring to a conversation concerning the treatment of the SAFEs and the share giveaway program). 89 Frecka Dep. 128:23‒129:16. 90 JX 239; JX 248; JX 249. 91 JX 239; Tr. 602:2‒10 (Prasad). 19 and recruits. It described limited growth, no meaningful NAV premium, no near- term ability to raise capital, and no new funds, all of which led to a depressed valuation. 92 As it became likely that the SEC would grant effectiveness to the Tech100’s registration statement on December 9, Prasad and the McCarter attorneys began pressuring HCA to complete its valuation quickly.93 McCarter steered HCA toward the most favorable outcome for its client. When HCA proposed sending draft schedules with the preliminary indications of value on October 5, Amoa sought to minimize the paper trail, suggesting that they should first “review on a Zoom [call].”94 After the call, Amoa asked HCA to “provide [the] draft report” with the “scenario chart, but [] limit scenario to current valuation.”95 On October 13, Frecka wrote that, “given the stakes,” an HCA managing director would look at it “with a critical eye.”96 HCA sent the draft valuation report to Prasad and Amoa on October 16.97 92 See JX 239; see also Post-Trial Arg. at 7:8‒22. 93 JX 247 at 1; Tr. 656:21‒657:7 (Prasad); see also JX 251 at 4. 94 JX 248 at 1‒2. 95 JX 253 at 1. 96 Id. 97 JX 254 at 1. 20 By early November, Prasad had moved to the next step—adding henchmen to the Board. Prasad contacted five individuals; three were not interested.98 Given the pressing timeline, Prasad resorted to two backups, Kumar and Licona. 99 Kumar and Prasad had been friends since their first year together in college, and Prasad served as a groomsman at Kumar’s wedding.100 Licona, who operates businesses in the wellness industry and is also an insurance broker, met Prasad in Austin in 2020.101 Kumar and Licona understood that Prasad’s ultimate goal was to oust Ramadurgam from Destiny, to “clean[] up the cap table and remove that de[ad] equity from the absentee and noncontributing co-founder.” 102 Prasad previewed his plan with Kumar in New York on November 2.103 Kumar worried about his potential liability for what Prasad was asking him to do, but Prasad reassured him by directing Kumar to the indemnification provision in Destiny’s certificate of incorporation.104 98 Tr. 553:11‒13, 641:9‒642:13 (Prasad). 99 JX 263 at 1; JX 264 at 2; JX 259 at 2; Tr. 644:1‒4, 646:4‒11, 646:14‒16, 646:21‒647:11, 648:1‒3 (Prasad). 100 Tr. 29:16‒30:2 (Ramadurgam); id. at 300:6‒301:18, 342:11‒14 (Kumar). 101 Id. at 30:11‒16 (Ramadurgam); id. at 207:10‒18, 208:5‒17, 247:1‒4 (Licona). See id. at 204:1‒6. 102 Id. at 331:17‒19 (Kumar); see also id. at 266:19‒22 (Licona); id. at 358:3‒8, 418:17‒ 20 (Kumar). In startup practice, the phrase “dead equity” refers to equity held by a founder, employee, investor, or other participant who no longer contributes value to the company. See Alan S. Gutterman, Business Transactions Solutions § 59:111 (2026). 103 Tr. 305:2‒5, 356:2‒358:17 (Kumar); Kumar Dep. 60:19‒61:1. 104 JX 262 at 2; Tr. 307:12‒308:18, 359:3‒5, 360:9‒23 (Kumar). 21 Similarly, Prasad reached out to Licona, who accepted the offer knowing that his first task as a director would be to adopt resolutions wiping out Ramadurgam’s equity so that Prasad could “get over” the “director strife” between him and Ramadurgam.105 Licona had never accepted an offer to join a board before because of time constraints, but he accepted Prasad’s offer to become a director of Destiny because Prasad “is one of the smartest guys” he knows and thought “it would be beneficial just to have a relationship.”106 Once Kumar and Licona were committed to the scheme, Prasad moved to the next phase of the plot. On Monday, November 6, Prasad executed a stockholder written consent electing Kumar and Licona to the Board.107 Lest there be any doubt that the fix was in, Kumar acknowledged his appointment in an email to Prasad stating: “Let’s gooo. 9:30 Thursday, looking forward to it.” 108 The next day, November 7, Prasad gave notice of a special meeting of the Board to be held virtually at 9:30 a.m. Eastern Time on Thursday, November 9 (the “Special Meeting”).109 To maintain secrecy, Prasad’s email to Ramadurgam, attaching the notice of the 105 Tr. 212:18‒24 (Licona). 106 Id. at 206:22‒207:7, 207:19‒24. 107 PTO ¶ 34; JX 267. 108 JX 265 at 2; Tr. 362:24‒363:15 (Kumar). 109 PTO ¶ 35; JX 269; JX 270; JX 275 at 2; Tr. 63:23‒64:14, 64:19‒65:4 (Ramadurgam); id. at 652:10‒12 (Prasad). 22 meeting, did not copy or reference Licona or Kumar. Neither the notice nor the email included a proposed agenda or any mention of the items to be discussed. Later that afternoon, Prasad’s counsel arranged to have the certificate amendments effecting the reverse and forward stock splits to be filed with the Delaware Secretary of State’s office “immediately following receiving approval” at Thursday’s Special Meeting.110 Upon receiving notice of the special board meeting, Ramadurgam became suspicious. Destiny had never held a formal Board meeting.111 Prasad had stopped communicating with Ramadurgam during the prior month, and the notice did not disclose the purpose of the meeting. 112 Ramadurgam asked Prasad what the meeting would cover and whether he and Prasad remained the only Board members.113 Prasad did not answer. 114 On November 8, HCA sent its final report (the “HCA Report”) to Prasad and McCarter.115 That same day, McCarter reiterated the need to proceed with 110 JX 274 at 2. 111 Tr. 64:15‒17 (Ramadurgam). 112 Id. at 65:5‒15, 66:17–67:1; id. at 364:16‒20 (Kumar); Kumar Dep. 105:17‒106:1; see JX 275 at 1. 113 JX 275 at 1‒2; Tr. 64:19‒65:4, 65:16‒66:16 (Ramadurgam); id. at 652:13‒22 (Prasad). 114 Tr. 63:10‒20, 66:17‒67:1 (Ramadurgam); id. at 652:13‒653:1, 653:15‒18 (Prasad). 115 PTO ¶ 33; JX 273 (the “HCA Report”). 23 immediate filing of the certificate amendments with the Delaware Secretary of State after the Special Meeting.116 G. The Special Meeting At 9:00 a.m. on November 9, 2023, Prasad sent a notice to Ramadurgam and other stockholders announcing that he had elected Licona and Kumar to the Destiny Board. 117 Thirty minutes later, Prasad convened the virtual Special Meeting by Zoom, with cameras off. 118 In attendance were directors Prasad, Ramadurgam, Kumar, and Licona, along with Ethan Silver, Destiny’s Chief Operating Officer and in-house counsel, serving as the corporate secretary.119 No one from HCA attended. At the outset, Prasad, seeking to avoid accountability, announced that recording of the meeting was prohibited.120 Nevertheless, Ramadurgam surreptitiously recorded the Special Meeting. 121 During the Special Meeting, Ramadurgam addressed Kumar and Licona directly. He asked Kumar and Licona what they knew about the Company and to explain their relationship with Prasad. 122 Licona described his background in 116 JX 274 at 1. 117 PTO ¶ 36; JX 278. 118 PTO ¶ 37. 119 Id.; Tr. 511:6 (Prasad). 120 Special Meeting Tr. 1:17‒18 (Prasad). 121 JX 280; Tr. 68:21‒69:12, 189:2‒5 (Ramadurgam). The audio recording is a trial exhibit. 122 Special Meeting Tr. 8:1‒5 (Ramadurgam). 24 insurance, retail, managing general agency work, startups, gyms, nutrition, safety, and transportation technology. 123 He said he had known Prasad for about four years. 124 Kumar described his experience in financial services consulting, fintech work at J.P. Morgan, a software-as-a-service company serving the public sector, and a Series B startup in the customer support space. 125 Kumar acknowledged that he had known Prasad “since college.”126 1. The HCA Report The meeting was scripted, literally.127 Prasad began the meeting with a “discussion of the corporation’s current valuation and fair value.” 128 He stated that he had