The Delaware Court of Chancery has dismissed a stockholder lawsuit against Palantir Technologies Inc., ending claims that company directors and officers unfairly profited from direct stock sales. The ruling, delivered by Vice Chancellor Lori W. Will, determined that no improper insider trading or breach of fiduciary duty occurred.
The case, Central Laborers’ Pension Fund et al. v. Alexander C. Karp et al., alleged that Palantir insiders exploited material nonpublic information to profit from direct market sales without taking the company public. However, the court found no well-pleaded facts suggesting misconduct, emphasizing that substantial profits alone do not imply wrongdoing.
Vice Chancellor Will cited that many trades were made under pre-arranged plans or to cover tax obligations, and no rational inference could be drawn that directors traded based on inside information. The decision also rejected accusations of stock manipulation through speculative SPAC investments, noting Palantir conducted diligence, used outside counsel, and publicly disclosed its investments.
The litigation, which began in September 2022 following an unsuccessful federal securities action in Colorado, has now concluded with this ruling. Counsel for both Palantir and the stockholders declined to comment.
This decision reinforces Delaware law’s standard that corporate officers and directors are allowed to trade company stock absent special circumstances or misuse of nonpublic information.
