This case was last updated from U.S. District Courts on 01/10/2022 at 08:31:40 (UTC).

Wong v. Golden Nugget Online Gaming, Inc. et al

Case Summary

On November 11, 2021, Peter Wong (“Plaintiff’), represented by Evan J. Smith, attorney at Brodsky & Smith, L.L.C., filed a civil action against Golden Nugget Online Gaming, Inc. (“Golden Nugget” or the “Company”), and the Company’s Board of Directors (the “Board” or the “Individual Defendants”), seeking injunctive relief along with costs for the alleged unfair transactions of the Defendants. This case was filed in the U.S. District Court in the Southern District of New York with Judge Lorna G. Schofield presiding.

 

In the complaint, the Plaintiff alleged that “Plaintiff brings this action against Golden Nugget Online Gaming, Inc. (“Golden Nugget” or the “Company”), and the Company’s Board of Directors (the “Board” or the “Individual Defendants”) for violations of Section 14(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”) as a result of Defendants’ efforts to sell the Company to DraftKings Inc. (“Parent” or “DraftKings”) through merger vehicles Duke Merger Sub, Inc. and Gulf Merger Sub, Inc. (“Merger Subs” and together with Golden Nugget, the Board, and Parent, the “Defendants”) as a result of an unfair process for an unfair price, and to enjoin an upcoming consummation on an all-stock proposed transaction valued at approximately $1.56 billion (the “Proposed Transaction”).”

 

The Plaintiff further alleged that “The terms of the Proposed Transaction were memorialized on August 9, 2021, filing with the Securities and Exchange Commission (“SEC”) on Form 8-K attaching the definitive Agreement and Plan of Merger (the “Merger Agreement”). On October 8, 2021, Defendants caused a Registration Statement on Form S-4 to be filed with the SEC in support of the Proposed Transaction (the “Registration Statement”). The Proposed Transaction is unfair for a number of other reasons. Most notably, the Proposed Transaction is a foregone conclusion, with majority stockholder, CEO and Chairman of the Board Fertitta owning approximately 79.9% of the outstanding voting stock of the Company. The Registration Statement describes an insufficient process in which the Board rushed through an inadequate “sales process” that did not include the creation of an independent committee of disinterested directors to oversee the process.”

 

The Plaintiff also alleged that “Next, it appears as though the Board has entered the Proposed Transaction to procure for itself and senior management of the Company significant and immediate benefits with no thought to Plaintiff, as well as the Company’s public stockholders. On October 8, 2021, and in violation of the Exchange Act, Defendants caused to be filed the materially deficient Registration Statement with the SEC. The Registration Statement is materially deficient, deprives Plaintiff of the information necessary to make an intelligent, informed, and rational decision of whether to seek appraisal for his shares rather than accepting the consideration proffered under the terms of the Proposed Transaction and is thus in violation of the Exchange Act.”

 

There is only one claim for relief laid down by the Plaintiff for alleged violations of  Section 14(a) of the  Exchange  Act.

 

In its prayer for relief, the Plaintiff has requested the Court to enjoin the Proposed Transaction, to direct the Individual Defendants to comply with the Exchange Act and disseminate a Registration Statement that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading. The Plaintiff further requests the Court for an award of costs of this action, including a reasonable allowance for the Plaintiff’s attorneys’ and experts’ fees.

 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-09331

  • Filing Date:

    11/11/2021

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Finance - Security/Commodity/Exchange

Judge Details

Presiding Judge

Lorna G. Schofield

 

Party Details

Plaintiff

Peter Wong

Defendants

Golden Nugget Online Gaming, Inc.

Tilman J. Fertitta

Richard H. Liem

Steven L. Scheinthal

G. Michael Stevens

Michael Chadwick

Scott Kelly

Draftkings Inc.

Duke Merger Sub, Inc.

Gulf Merger Sub, Inc.

Attorney/Law Firm Details

Plaintiff Attorney

Evan J. Smith

Attorney at Brodsky & Smith, L.L.C.

240 Mineola Blvd.

Mineola, NY 11501

 

Court Documents

#1

(#1) COMPLAINT against Michael Chadwick, Draftkings Inc., Duke Merger Sub, Inc., Tilman J. Fertitta, Golden Nugget Online Gaming, Inc., Gulf Merger Sub, Inc., Scott Kelly, Richard H. Liem, Steven L. Scheinthal, G. Michael Stevens. (Filing Fee $ 402.00, Receipt Number ANYSDC-25320863)Document filed by Peter Wong..(Smith, Evan) (Entered: 11/11/2021)

#2

(#2) CIVIL COVER SHEET filed..(Smith, Evan) (Entered: 11/11/2021)

#3

(#3) RULE 7.1 CORPORATE DISCLOSURE STATEMENT. No Corporate Parent. Document filed by Peter Wong..(Smith, Evan) (Entered: 11/11/2021)

#4

(#4) REQUEST FOR ISSUANCE OF SUMMONS as to GOLDEN NUGGET ONLINE GAMING, INC., TILMAN J. FERTITTA, RICHARD H. LIEM, STEVEN L. SCHEINTHAL, G. MICHAEL STEVENS, MICHAEL CHADWICK, SCOTT KELLY, re: #1 Complaint,. Document filed by Peter Wong..(Smith, Evan) (Entered: 11/11/2021)

#5

(#5) REQUEST FOR ISSUANCE OF SUMMONS as to DRAFTKINGS INC., DUKE MERGER SUB, INC., and GULF MERGER SUB, INC., re: #1 Complaint,. Document filed by Peter Wong..(Smith, Evan) (Entered: 11/11/2021)

#6

(#6) ELECTRONIC SUMMONS ISSUED as to Michael Chadwick, Tilman J. Fertitta, Golden Nugget Online Gaming, Inc., Scott Kelly, Richard H. Liem, Steven L. Scheinthal, G. Michael Stevens..(pc) (Entered: 11/12/2021)

#7

(#7) ELECTRONIC SUMMONS ISSUED as to Draftkings Inc., Duke Merger Sub, Inc., Gulf Merger Sub, Inc...(pc) (Entered: 11/12/2021)

#8

(#8) ORDER: This case has been assigned to me for all purposes. It is hereby ORDERED that a telephonic conference will be held on March 16, 2022 at 4:20p.m. The parties shall call (888) 363-4749 and enter the access code 558-3333. The telephonic conference is public, and the time of the conference is approximate, but the parties shall be ready to proceed by that time. All pretrial conferences must be attended by the attorney who will serve as principal trial counsel. The parties shall ensure they are all dialed into the conference call by the appointed conference time, as further set forth in this Order. DATE AND TIME OF TELEPHONIC CONFERENCE: March 16, 2022 at 4:20p.m. IPTC MATERIALS DUE: January 12, 2022 at noon. (Telephone Conference set for 3/16/2022 at 04:20 PM before Judge Lorna G. Schofield. Initial Conference set for 3/16/2022 at 04:20 PM before Judge Lorna G. Schofield.) (Signed by Judge Lorna G. Schofield on 12/1/2021) (mml) Modified on 12/8/2021 (mml). (Entered: 12/01/2021)

#9

(#9) AFFIDAVIT OF SERVICE of Initial Scheduling Conference Order served on GOLDEN NUGGET ONLINE GAMING, INC., TILMAN J. FERTITTA, RICHARD H. LIEM, STEVEN L. SCHEINTHAL, G. MICHAEL STEVENS, MICHAEL CHADWICK, SCOTT KELLY, DRAFTKINGS INC., DUKE MERGER SUB, INC., and GULF MERGER SUB, INC.., on 12/17/2021. Document filed by Peter Wong..(Smith, Evan) (Entered: 12/17/2021)

 

Docket Entries

  • 12/17/2021
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  • Docket(#9) AFFIDAVIT OF SERVICE of Initial Scheduling Conference Order served on GOLDEN NUGGET ONLINE GAMING, INC., TILMAN J. FERTITTA, RICHARD H. LIEM, STEVEN L. SCHEINTHAL, G. MICHAEL STEVENS, MICHAEL CHADWICK, SCOTT KELLY, DRAFTKINGS INC., DUKE MERGER SUB, INC., and GULF MERGER SUB, INC.., on 12/17/2021. Document filed by Peter Wong..(Smith, Evan) (Entered: 12/17/2021)

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  • 12/01/2021
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  • Docket(#8) ORDER: This case has been assigned to me for all purposes. It is hereby ORDERED that a telephonic conference will be held on March 16, 2022 at 4:20p.m. The parties shall call (888) 363-4749 and enter the access code 558-3333. The telephonic conference is public, and the time of the conference is approximate, but the parties shall be ready to proceed by that time. All pretrial conferences must be attended by the attorney who will serve as principal trial counsel. The parties shall ensure they are all dialed into the conference call by the appointed conference time, as further set forth in this Order. DATE AND TIME OF TELEPHONIC CONFERENCE: March 16, 2022 at 4:20p.m. IPTC MATERIALS DUE: January 12, 2022 at noon. (Telephone Conference set for 3/16/2022 at 04:20 PM before Judge Lorna G. Schofield. Initial Conference set for 3/16/2022 at 04:20 PM before Judge Lorna G. Schofield.) (Signed by Judge Lorna G. Schofield on 12/1/2021) (mml) Modified on 12/8/2021 (mml). (Entered: 12/01/2021)

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  • 11/12/2021
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  • Docket(#7) ELECTRONIC SUMMONS ISSUED as to Draftkings Inc., Duke Merger Sub, Inc., Gulf Merger Sub, Inc...(pc) (Entered: 11/12/2021)

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  • 11/12/2021
  • View Court Documents
  • Docket(#6) ELECTRONIC SUMMONS ISSUED as to Michael Chadwick, Tilman J. Fertitta, Golden Nugget Online Gaming, Inc., Scott Kelly, Richard H. Liem, Steven L. Scheinthal, G. Michael Stevens..(pc) (Entered: 11/12/2021)

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  • 11/12/2021
  • DocketCase Designated ECF. (pc) (Entered: 11/12/2021)

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  • 11/12/2021
  • DocketMagistrate Judge Katharine H. Parker is so designated. Pursuant to 28 U.S.C. Section 636(c) and Fed. R. Civ. P. 73(b)(1) parties are notified that they may consent to proceed before a United States Magistrate Judge. Parties who wish to consent may access the necessary form at the following link: #https://nysd.uscourts.gov/sites/default/files/2018-06/AO-3.pdf. (pc) (Entered: 11/12/2021)

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  • 11/12/2021
  • DocketCASE OPENING INITIAL ASSIGNMENT NOTICE: The above-entitled action is assigned to Judge Lorna G. Schofield. Please download and review the Individual Practices of the assigned District Judge, located at #https://nysd.uscourts.gov/judges/district-judges. Attorneys are responsible for providing courtesy copies to judges where their Individual Practices require such. Please download and review the ECF Rules and Instructions, located at #https://nysd.uscourts.gov/rules/ecf-related-instructions..(pc) (Entered: 11/12/2021)

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  • 11/11/2021
  • View Court Documents
  • Docket(#5) REQUEST FOR ISSUANCE OF SUMMONS as to DRAFTKINGS INC., DUKE MERGER SUB, INC., and GULF MERGER SUB, INC., re: #1 Complaint,. Document filed by Peter Wong..(Smith, Evan) (Entered: 11/11/2021)

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  • 11/11/2021
  • View Court Documents
  • Docket(#4) REQUEST FOR ISSUANCE OF SUMMONS as to GOLDEN NUGGET ONLINE GAMING, INC., TILMAN J. FERTITTA, RICHARD H. LIEM, STEVEN L. SCHEINTHAL, G. MICHAEL STEVENS, MICHAEL CHADWICK, SCOTT KELLY, re: #1 Complaint,. Document filed by Peter Wong..(Smith, Evan) (Entered: 11/11/2021)

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  • 11/11/2021
  • View Court Documents
  • Docket(#3) RULE 7.1 CORPORATE DISCLOSURE STATEMENT. No Corporate Parent. Document filed by Peter Wong..(Smith, Evan) (Entered: 11/11/2021)

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  • 11/11/2021
  • View Court Documents
  • Docket(#2) CIVIL COVER SHEET filed..(Smith, Evan) (Entered: 11/11/2021)

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  • 11/11/2021
  • View Court Documents
  • Docket(#1) COMPLAINT against Michael Chadwick, Draftkings Inc., Duke Merger Sub, Inc., Tilman J. Fertitta, Golden Nugget Online Gaming, Inc., Gulf Merger Sub, Inc., Scott Kelly, Richard H. Liem, Steven L. Scheinthal, G. Michael Stevens. (Filing Fee $ 402.00, Receipt Number ANYSDC-25320863)Document filed by Peter Wong..(Smith, Evan) (Entered: 11/11/2021)

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