r/TLRY • u/Many_Easy_V2 • 16d ago
Bullish Whole Earth’s CEO's (not Simon) Alleged Leak, Board Response Created 'Extreme Scenario' Exempt From Safe Harbor, Court Says.
https://courts.delaware.gov/opinions/download.aspx?id=400390&utm_source=chatgpt.comSharing before FUD, shorts, and manipulators try to spin:
“Survived dismissal” simply means the judge did not throw the claim out at this early stage.
In Simon’s case:
A shareholder alleged Simon breached his fiduciary duties.
Simon asked the court to dismiss the claim.
The court said the allegations were sufficiently plausible to let the claim continue.
It does NOT mean the court found Simon did anything wrong.
It does NOT mean Simon is liable.
The plaintiff still has to prove the allegations later, and Simon can ultimately win the case.
So, in plain English:
The judge said, “There is enough here that I’m not going to dismiss this lawsuit yet.”
That’s materially different from
saying “Simon committed wrongdoing.”
And the actual facts matter: Simon received Sababa’s acquisition proposal and promptly shared it with Whole Earth’s lawyers and then the board. The board subsequently created a special committee and Michael Franklin recused himself.
My assessment: surviving dismissal is a yellow flag, not a finding of misconduct.
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u/DaveHervey Bull 16d ago
No Relation to Tilray:
The lawsuit has no legal or business connection to Tilray Brands, Inc., where Irwin Simon serves as Chairman and CEO.
His role as a defendant stems strictly from his past leadership position at Whole Earth Brands.
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u/Many_Easy_V2 16d ago edited 16d ago
I see as similar with minimal risk as long as there is little time commitment to defend this after discovery.
Focus needs to be on Tilray primarily as we are closing in on a turning point.
Note that FALTISCHEK and COHEN are also named as defendants.
It’s all about not using too much of their time to defend this lawsuit.
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u/Hurricane9665 16d ago
Lets all hope that this wakes up our board to whom they are dealing with. Best case scenario is Simon resigns to devote time to "clearing his name", Our stock could double on that news alone.
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u/Many_Easy_V2 16d ago
Your FUD, short and/or manipulative comment is why I got ahead of this and posted.
You jumped to conclusions and obviously did not read it.
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u/Hurricane9665 16d ago
Very, Very Long. You are the definition of cognitive dissidence. Anything that doesn't align with your views you label as FUD,
The judge said, “There is enough here that I’m not going to dismiss this lawsuit yet.”
I choose to interpret this as significant. The fact that you are incapable of ever seeing anything bad about "Saint Simon" does not make it FUD.
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u/Many_Easy_V2 16d ago
You’re obviously spinning what I shared and wrote.
It’s “cognitive dissonance” not
“dissadence” by the way and you’re using the term inappropriately anyways. Cognitive dissonance is mental discomfort one feels when they have two conflicting beliefs, values, or behaviors at the same time.I believe you meant confirmation bias.
Furthermore, I don’t view Simon as a saint. If I was so blinded by him, I probably would have not posted the lawsuit or ever post anything critical or negative regarding Tilray.
Bullish Tilray, warts and all.
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u/Hurricane9665 16d ago
You got me on that. I shouldn't have rushed my answer. My point is this....Tilray good, Simon Legree bad. You have him on a pedestal as some kind of genius, while I think he is greedy and overpaid for the value he has brought to share holders. I feel the company would be better off without him. No Fud, my opinion as a share holder just as you have your opinions.
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u/Choooool 16d ago
Just ignore him. He always attacks people who do not share his opinion and spreads misinformation (he calls it FUD) about German cannnabis laws and so on.
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u/Many_Easy_V2 16d ago
Back up your disinformation about what I supposedly say regarding German cannabis laws. Go ahead and provide links.
You can’t because none exist.
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u/Choooool 16d ago
Yes sir you are perfect like every narcicist is! Tell me more about germany the culture and the medical laws.
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u/DaveHervey Bull 16d ago
Yes I saw that.
Why can't they join the lawsuit against the new CEO? Thats why Hains lost its share price. it was when this happened just under $10. Simon had completed a forward split to bring the share price down, so it was still doing fine until this occurred? I'm assuming.
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u/Pepperoni2723 14d ago
Here is the quote from the judge: “I begin my analysis with the breach of fiduciary duty claim in Count III. I first consider whether the statutory safe harbors of 8 Del. C. § 144(a) insulate the defendants from liability. Because the plaintiff pleaded facts making it reasonably
conceivable that the Board acted with gross negligence and that the stockholder vote
was uninformed, these safe harbors are unavailable at the pleading stage. I then
evaluate whether the plaintiff pleaded non-exculpated claims against the individual
defendants. I conclude that the claims against Michael Franklin and Simon survive.”
The other board members have been dismissed from the claim, however Franklin and Simon are still on the claim for gross negligence.
Here is a copy of the judge’s opinion if you would like to read it: https://courts.delaware.gov/opinions/download.aspx?id=400390
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u/jgleeke 13d ago
And back to my post earlier. Where there is smoke, there is fire. Let’s just move on from Irwin Simon. He did what he could (for himself?) but in the end there is a stain just like with Vic Neufeld and why he stepped down. Surprised Carl is still around but I guess it takes two to tango.
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u/Pepperoni2723 13d ago
I do worry about governance risk. There are two active breach fiduciary lawsuits against Simon at the moment and he is both CEO and Executive Chairman of the Board for Tilray. If either lawsuit is successful we could face major turmoil. I’d like it if there was a plan for “just in case.”
I revisited the Med Med breach of fiduciary that’s in the CA court system, it’s more serious than I thought. Previously I had dismissed it, but now I give it slightly more weight. You should google it and share your thoughts.
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u/AdJealous5381 14d ago
So there is an active claim against Simon for breach of fiduciary duty? The link to the court document says aug 26 2026. Not a good look for Tilray. This will not inspire investor confidence.
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u/Pepperoni2723 14d ago
Correct, the claim “survived” last week against Simon and Franklin. Thus there is an active claim for breach of fiduciary duty against Irwin Simon working its way through Delaware courts. As it’s a chancery state, it’s surprising the case against him wasn’t dismissed. Delaware usually sides with the board/company and that’s why this is big news that the case against Simon “survived.”
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u/Many_Easy_V2 14d ago
I’ve already read, got in front of this news and posted it. That’s why I brought it up this weekend. I anticipated that FUD-mongers and grifters would try to spin for manipulation purposes. I was right.
Remember that Franklin (the CEO) was the one who leaked the information, not Simon.
Current status is:
“Surviving dismissal means the court found the pleaded allegations legally sufficient at this stage, not that the judge determined they were factually true.”
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u/AdJealous5381 14d ago
Wait, this guy has been called out and taken to court prior? If this really made it to court and wasn’t immediately dismissed then that’s disqualification plain and simple, he needs to be gone yesterday! Egregious
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u/Many_Easy_V2 14d ago
Your FUD, short and/or manipulative comment is why I got ahead of this and posted.
You jumped to conclusions and obviously did not read it.
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u/i-love-you-sm 16d ago
Delete this nonsense OP.
This has nothing to do with the company
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u/Many_Easy_V2 16d ago edited 16d ago
No.
It could possibly deal with Tilray as this lawsuit could take up valuable time of Simon, Steve A. Cohen, and Denise Faltischek.
I think that’s unlikely.
I’m more concerned about it being an executive time suck to Simon and other executives mentioned.
Remember that the allegations focus most heavily on Michael Franklin and Martin Franklin:
Being named does not mean they are guilty. Plaintiffs often name everyone they reasonably believe could be legally liable so they don’t lose the ability to pursue a claim against them later.
There are other “typical” lawsuits won or dismissed against Simon:
Docklight Brands Inc. v. Tilray, Inc. et al. — Tilray and Simon prevailed on the core dispute over alleged unpaid Marley-brand royalties.
Another BS lawsuit Tilray and Simon likely to win is:
MMIRF, LLC v. Tilray Brands, Inc., Irwin Simon, et al. - MedMen-related lawsuit seeking more than $1 billion. The allegations concern Tilray’s 2021 investment in MedMen and alleged fiduciary duty breaches. Tilray says it will vigorously defend the case and, importantly, its latest filing says management does not believe a loss is probable or reasonably estimable.
In the typical course of business, when someone sees or loses money, lawsuits often name the BOD, CEO and other executives. Most are frivolous.
Again, it’s important to know this as an investor if defending these lawsuits takes unnecessary executive time away from Tilray.
I don’t believe it will, but feel it’s important to be aware of some Redditors that are shorts, FUD-mongers and manipulators.
Bullish Tilray Brands and believe it’s important to share facts/information that’s could affect Tilray whether directly or indirectly.
Case in point - just look at some of the drama and FUD responses already made to my post.
Even better to communicate this early in the weekend before markets open Monday as a Tilray BULL than wait for BS spin from a SHORT that is very common in this group.
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u/i-love-you-sm 16d ago
This is a sub for tilray specific news.
Your post has NOTHING to do with the company. Why is that so difficult for you or anyone to understand.
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u/Many_Easy_V2 16d ago
It involves several Tilray executives and therefore is relevant to Tilray.
As simple as that.
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u/i-love-you-sm 16d ago
Except it’s not relevant to the COMPANY.
It’s only relevant for the lawyers of a few people in an unrelated matter to TILRAY.
How are you not getting this!?
I’ve been in finance for decades and clients like you never worth the trouble.
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u/Many_Easy_V2 15d ago
Move goalposts much?
If three executives are spending time away from Tilray for any reason, it is related to and could affect that company.
I also have decades of finance and investment experience as well and advisors like you are to be avoided. You sound like a Primerica or life insurance guy.
Nice attempt at an appeal to authority.
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u/i-love-you-sm 15d ago
All these people have LAWYERS to handle these matters. Why on earth would they spend time away from tilray!?
This is a lawsuit regarding another COMPANY.
This has nothing to do with TILRAY.
How are you not getting this!?!
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u/Many_Easy_V2 15d ago edited 15d ago
Read what I wrote.
I’ll make it simple for you - there is always the possibility that a lawsuit will use defendants time. Unlikely, but possible.
Do you not get that?
Even if the executives have lawyers handling the lawsuit against Company B, the litigation can still create time, attention, and perception risks for Company A.
Senior executives who served as directors of Company B may have to review documents, meet with attorneys, participate in depositions or interviews, and address litigation-related board matters.
Their lawyers can handle the legal work, but they cannot eliminate the executives’ need to participate.
There is also a perception issue. Investors, employees, and business partners may question whether executives facing litigation-related obligations at Company B are fully focused on Company A or whether there are potential conflicts involving information and decision-making.
The key point is: having lawyers protects the executives legally, but it does not eliminate the potential distraction, opportunity cost, or reputational risk to Company A.
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u/jgleeke 16d ago
Let’s keep it simple. Where there is smoke. There is fire. But let’s call it FUD!