Sorrento Therapeutics Inc. v. Anthony Mack

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SORRENTO THERAPEUTICS, )
INC., a Delaware corporation, and )
SCILEX PHARMACEUTICALS )
INC., a Delaware corporation, )
)
Plaintiffs, )
)
v. ) C.A. No. 2021-0210-PAF
)
ANTHONY MACK, )
)
Defendant. )

ORDER ADDRESSING APPLICATION
FOR ATTORNEYS’ FEES AND EXPENSES

WHEREAS:

A. On March 12, 2021, plaintiffs Sorrento Therapeutics, Inc. (“Sorrento”)

and Scilex Pharmaceuticals, Inc. (“Scilex,” and with Sorrento, “Plaintiffs”) filed

their original complaint in this action against defendants Anthony Mack and Virpax

Pharmaceuticals, Inc. (“Virpax,” and with Mack, “Defendants”).

B. Plaintiffs later filed amended complaints. The operative complaint

asserted claims against Mack for breach of an employment agreement and a

restrictive covenants agreement, breach of fiduciary duty, and misappropriation of

trade secrets, and against Virpax for tortious interference, aiding and abetting

Mack’s breaches of fiduciary duty, and misappropriation of trade secrets.
C. On September 1, 2023, the court issued a post-trial opinion on liability

(the “Liability Opinion”). The Liability Opinion reflected a mixed result for the

parties. The Liability Opinion found that Mack had breached the restrictive

covenants agreement and that Virpax had tortiously interfered with that agreement.

The court also found that Mack had breached his fiduciary duties by diverting certain

corporate opportunities to his other enterprises, including Virpax, and that he had

improperly used Scilex employees, funds, and data to develop those opportunities.

The court concluded that Virpax had aided and abetted Mack’s breaches of fiduciary

duty.

D. Plaintiffs obtained a much more modest victory on their claims for

misappropriation of trade secrets. Despite Plaintiffs’ contention that Defendants

misappropriated trade secret information contained in more than a thousand

documents, the court found that Plaintiffs met their burden of proof as to information

contained in only five of those documents.

E. After the court issued the Liability Opinion, Plaintiffs and Virpax

entered into a settlement agreement, leaving Mack as the lone defendant. On

July 31, 2025, the court issued an opinion determining the appropriate remedy (the

“Remedy Opinion”). The Remedy Opinion concluded that Mack was not liable for

damages for breach of the restrictive covenants agreement or misappropriation of

trade secrets. The court extended the duration of the restrictive covenants agreement

2
and permanently enjoined Mack from using or disclosing any of the trade secret

information that he had misappropriated. The Remedy Opinion found that Plaintiffs

had proved damages of $540,576 for Mack’s breaches of his duty of loyalty, but

because of the settlement agreement between Plaintiffs and Virpax, that amount was

reduced to zero.

F. The court also determined that Mack had “engaged in intentional

misconduct in clear violation of his duty of loyalty.” Remedy Op. at 47. The

Remedy Opinion also found Mack’s conduct to be “willful and malicious” and that

he had engaged in litigation misconduct, all of which warranted fee shifting. Id.

Mindful that Plaintiffs were only partially successful on their claims, the court, in

the exercise of its discretion, awarded Plaintiffs one-third of their reasonable

attorneys’ fees and expenses in pursuing this litigation, to be paid by Mack. Id. at

49.

G. Plaintiffs and Mack were unable to reach agreement on the amount of

attorneys’ fees to be awarded to Plaintiffs. Plaintiffs have documented a total of

$16,134,946.06 in attorneys’ fees and expenses, for which they seek one-third, or

$5,378,315.35.1 Mack challenges that amount as unreasonable.2 Mack argues that

1
Ma Aff. ¶ 7.
2
Mack’s Opposition Br. ¶ 6.

3
Plaintiffs’ reasonable fees in this case are no more than $7,251,521.78, leaving Mack

responsible for no more than $2,417,173.93.3

NOW, THEREFORE, the court having carefully considered Plaintiffs’

application for attorneys’ fees and expenses and Mack’s opposition thereto, IT IS

HEREBY ORDERED, this 2nd day of April, 2026, as follows:

1. “Delaware law dictates that, in fee shifting cases, a judge [must]

determine whether the fees requested are reasonable.” Mahani v. Edix Media Grp.,

Inc., 935 A.2d 242, 245 (Del. 2007). The court has broad discretion in making this

determination. Black v. Staffieri, 2014 WL 814122, at *4 (Del. Feb. 27, 2014)

(TABLE) (citing Kaung v. Cole Nat’l Corp., 884 A.2d 500, 506 (Del. 2005)). To

assess a fee’s reasonableness, the court considers the factors set forth in the Delaware

Lawyers’ Rules of Professional Conduct. See Mahani, 935 A.2d at 245–46. The

relevant factors are as follows:

(1) the time and labor required, the novelty and difficulty of the
questions involved, and the skill requisite to perform the legal service
properly;

(2) the likelihood, if apparent to the client, that the acceptance of the
particular employment will preclude other employment by the lawyer;

(3) the fee customarily charged in the locality for similar legal services;

(4) the amount involved and the results obtained;

3
Mack’s Opposition Br. 15.

4
(5) the time limitations imposed by the client or by the circumstances;

(6) the nature and length of the professional relationship with the client;

(7) the experience, reputation, and ability of the lawyer or lawyers
performing the services;

(8) whether the fee is fixed or contingent.

Del. Lawyers’ R. Prof’l Conduct 1.5(a).

2. “Determining reasonableness does not require that this Court examine

individually each time entry and disbursement.” Aveta Inc. v. Bengoa, 2010

WL 3221823, at *6 (Del. Ch. Aug. 13, 2010). “Just because the court will not review

each line item individually[, however,] . . . does not mean that the party seeking

[attorneys’ fees] can play fast and loose . . . . [C]ounsel must make a good faith

determination regarding the fees and expenses to which its clients are entitled.” Weil

v. VEREIT Operating P’ship, L.P., 2018 WL 834428, at *12 (Del. Ch. Feb. 13,

2018). Delaware courts, however, generally eschew second-guessing an attorney’s

judgment as to whether work was necessary or appropriate. Arbitrium (Cayman Is.)

Handels AG v. Johnston, 1998 WL 155550, at *4 (Del. Ch. Mar. 30, 1998), aff’d,

720 A.2d 542 (Del. 1998). Such hindsight review “is hazardous and should[,]

whenever possible[,] be avoided.” Id.; accord Lynch v. Gonzalez, 2020

WL 5587716, at *2 (Del. Ch. Sept. 18, 2020), aff’d, 253 A.3d 556 (Del. 2021). One

indication of reasonableness is a party’s agreement to an hourly fee arrangement that

commits the client to pay fees incurred regardless of the outcome of the litigation.

5
See State Wis. Inv. Bd. v. Bartlett, 2002 WL 568417, at *6 (Del. Ch. Apr. 9, 2002)

(“[A]n arm’s length agreement, particularly with a sophisticated client, as in this

instance, can provide an initial ‘rough cut’ of a commercially reasonable fee.”), aff’d,

808 A.2d 1205 (Del. 2002) (citation modified); Aveta, 2010 WL 3221823, at *6 (“A

further indication of reasonableness is the reality that when [the plaintiff] filed its

motion to enforce and paid the expenses it now seeks to recover, [the plaintiff] did

not know that it would be able to shift those expenses to [the defendant].”). This

arrangement is an indication of reasonableness because the risk of having to actually

pay those fees provides the fee-seeking party sufficient incentive to monitor its

counsel’s work and ensure that counsel does not engage in excessive or unnecessary

efforts. Id. at *6. “When awarding expenses as a contempt sanction or for bad faith

litigation tactics, this Court takes into account the remedial nature of the award.” Id.

“Such an award is designed to make whole the party who was injured by the other

side’s contumely.” Id.

3. Before addressing Mack’s specific objections to the fee request, there

are two general observations worth noting. First, this was not a run-of-the-mill case.

It was complex, and the litigation spanned more than three years. It included claims

under Delaware and California law that alleged competition with Scilex’s only

product in the market. The evidence and expert testimony involved, among other

matters, the intricacies of the drug development industry, the specific pipeline

6
products at issue, the U.S. Food and Drug Administration approval process, and

digital forensics. Seven fact witnesses and four experts testified at trial, and the

parties submitted deposition transcripts from 22 witnesses. It was apparent to the

court that Plaintiffs treated Defendants’ conduct as an existential threat to Scilex,

and they were willing to devote the resources to prove their claims. Second, the

court has accounted for Plaintiffs’ mixed success and their post-trial settlement with

Virpax by requiring Mack to pay one-third of Plaintiffs’ reasonable attorneys’ fees.

4. Turning to the reasonableness of the amount sought, Mack offers

several arguments in opposition to Plaintiffs’ petition. First, he contends that the

original Rule 88 affidavits did not include documentation sufficient to determine the

amounts sought and to evaluate the reasonableness of counsel’s efforts. Second, he

argues that the invoices submitted on reply should be rejected outright and, even if

considered, reflect “block billing” and an insufficient breakdown to be reliable.

Third, Mack asserts that Plaintiffs should not recover expenses for experts whose

reports were withdrawn or who did not appear at trial. Fourth, he insists that too

many lawyers were involved, which resulted in duplicative and wasteful effort.

Fifth, Mack claims the hourly rates of counsel were too high, partners performed a

disproportionate amount of the work, and the hours expended were excessive. Sixth,

he contends the fee should be reduced because it exceeds the amount recovered. And

7
seventh, Mack says he is financially incapable of paying the amount sought. The

court addresses each argument in turn.

5. Court of Chancery Rule 88 does not specify the granularity of data that

must be submitted to support an application for fees and expenses. Rather, the court

“has discretion in determining the level of submission required.” Danenberg v.

Fitracks, Inc., 58 A.3d 991, 995 (Del. Ch. 2012) (citing Cohen v. Cohen, 269 A.2d

205, 207 (Del. 1970)); see Arbitrium, 1998 WL 155550, at *2 (rejecting the

argument that time records for all attorneys working on the case were required to

assess the reasonableness of the fee). Plaintiffs’ initial fee affidavits were somewhat

comparable to submissions that this court sees in support of fee and expense

applications in representative stockholder litigation where plaintiffs seek a fee award

under the common fund or corporate benefit doctrines. Although those initial

affidavits did not include invoices, Plaintiffs provided the unredacted invoices of

their lead counsel (Latham & Watkins LLP (“Latham”) and Morris, Nichols, Arsht

& Tunnell LLP (“MNAT”)) to Mack’s counsel prior to submitting the affidavits.

Plaintiffs subsequently submitted those invoices along with their reply brief.

6. Failure to submit invoices with the opening affidavits is not a per se

basis for denying the fee request. This court has, on several occasions, permitted

counsel to provide supplemental support for fee applications. See, e.g., Stratcap

Inv., Inc. v. Mears, 2016 WL 6199011, at *2 (Del. Ch. Oct. 21, 2016) (permitting

8
counsel to file supplemental submissions to support reasonableness of amounts

sought in fee application); Kerbs v. Bioness Inc., 2022 WL 3347993, at *3 (Del. Ch.

Aug. 15, 2022) (indicating the court had requested supplemental information

concerning a Rule 88 submission); In re Diamond Shamrock Corp., 1988 WL 94752,

at *1 (Del. Ch. Sept. 14, 1988) (noting that the court deferred action on fee

application pending supplemental briefs); see also Weddle v. BP Amoco Chem. Co.,

2020 WL 5049233, at *2 (Del. Super. Aug. 26, 2020) (noting that the court had

requested supplemental submissions to allow for consideration of the reasonableness

of the fee request under Rule 1.5 of the Delaware Lawyers’ Rules of Professional

Conduct). Mack’s objection to the fee request on this basis is rejected.

7. Mack next contends that the invoices do not allow for a meaningful

assessment of reasonableness because Latham and MNAT “utilized ‘block billing,’

in which the time entries for each attorney on a day-to-day basis contain a single list

of tasks performed and a total number of hours for the day.” Opp. ¶ 16. Mack argues

that this warrants denial of the fee request in its entirety. The court is not persuaded

that recording time in this manner warrants denial of the fee request. See, e.g., May

v. Bigmar, Inc., 838 A.2d 285, 290 (Del. Ch. 2003) (rejecting the argument that block

billing warranted disallowance of a claim for fees), aff’d, 854 A.2d 1158 (Del. 2004).

8. Block billing is not inherently objectionable. See In re TransPerfect

Glob., Inc., 2021 WL 1711797, at *31 (Del. Ch. Apr. 30, 2021) (“Respondents cite

9
no case where a Delaware court has ruled that block billing is impermissible as a

matter of law.”), aff’d sub nom. TransPerfect Glob., Inc. v. Pincus, 278 A.3d 630

(Del. 2022); Concord Steel, Inc. v. Wilm. Steel Processing Co., Inc., 2010

WL 571934, at *3 n.22 (Del. Ch. Feb. 5, 2010) (noting the absence of “any Delaware

case that finds block-billing objectionable per se”), aff’d, 7 A.3d 486 (Del. 2010).

Mack does not identify any specific time entries he finds objectionable. Instead, he

broadly objects to the use of “block billing” and asserts that it “makes it difficult to

evaluate the reasonableness of the amount of time spent on each individual task.”

Opp. ¶ 16. But this is not a situation where counsel was required to allocate time

entries between compensable and non-compensable tasks. See Bigmar, 838 A.2d

at 290 (rejecting argument that fees should be denied due to “block billing” because

it was “possible to make a good faith estimate[] of proper allocation” between work

performed on compensable and non-compensable claims from the time records

provided to the court); see also Renasant Bank v. Northpointe Bank, 2019

WL 5863898, at *1 (D. Colo. Nov. 8, 2019) (observing that “block billing” presents

a problem “when some of the tasks in a billing entry are compensable and others are

not”). Rather, the court awarded Plaintiffs one-third of all of their reasonable

attorneys’ fees and expenses. The relevant inquiry “is whether the use of ‘block

billing’ ‘make[s] it more difficult for a court to assess the reasonableness of the hours

claimed.’” TransPerfect, 2021 WL 1711797, at *31 (quoting Immedient Corp. v.

10
HealthTrio, Inc., 2007 WL 656901, at *4 (Del. Super. Mar. 5, 2007)). In any event,

the court has reviewed a large number of the time entries submitted by counsel (all

of which are unredacted) and is satisfied that the level of detail is sufficient to assess

the reasonableness of the time and effort expended and the amounts billed to

Plaintiffs.

9. Mack argues that it is unreasonable to award fees associated with

experts who either did not appear at trial or whose reports were withdrawn. Opp.

¶¶ 21–22. Specifically, Mack urges the court to eliminate entirely: (a) $373,899

billed by Cornerstone Research in support of Paul Gompers, an expert who was not

relied upon at trial; and (b) $834,360.68 billed by Cornerstone Research and Eleven

Canterbury in support of Anita Gupta, an expert not presented at trial. Mack also

asks the court to further reduce any fees associated with Cornerstone Research’s

support for Plaintiffs’ damages expert, Darius Lakdawalla, because the court

“reject[ed] the majority of Dr. Lakdawalla’s opinions.” Id. ¶ 22.

10. The court does not find these expert fees unreasonable in the context of

this case. Mack cites no authority supporting the proposition that expert expenses

are per se unreasonable if the expert is not ultimately called to testify at trial. See

Opp. ¶ 22. Plaintiffs, on the other hand, have cited contrary authority from

California. See City of Claremont v. Golden State Water Co., 2017 Cal. Super.

LEXIS 8528, at *23 (Cal. Super. Mar. 8, 2017) (“The City is incorrect in asserting

11
that Golden State cannot obtain fees it paid to expert witnesses merely because

Golden State did not call them at trial. Golden State is entitled to retain experts to

discover the weaknesses as well as the strengths of its client’s position.”); Knox v.

Bluffs Homeowners Cmty. Ass’n, 2018 Cal. Super. LEXIS 26008, at *22 (Cal. Super.

Aug. 29, 2018) (“[T]he court may award reasonable fees for experts who aid in

preparation for trial even if they did not actually testify”).4 There can be many

reasons why counsel chose not to present an expert at trial. For example, as the case

progressed and developed, Plaintiffs may have determined that, on balance, the

expert was no longer needed. That does not mean that the costs associated with

retaining and supporting the expert were unreasonable at the time those fees were

incurred, or that the expert’s services were not helpful in the development of the case

and legal strategies. See Lynch, 2020 WL 5587716, at *2 (“A party’s expenses are

reasonable if they were actually paid or incurred, were thought prudent and

appropriate in the good faith professional judgment of competent counsel, and were

charged at rates, or on a basis, charged to others for the same or comparable services

under comparable circumstances.” (citation modified)). The court concludes that

these expert fees and expenses were reasonable when incurred.

4
The Remedy Opinion awarded fees in part under the California Uniform Trade Secrets
Act. See Remedy Op. at 52.

12
11. Mack next insists that the fees were unreasonable because too many

lawyers were involved, which likely resulted in duplicative and wasteful effort.

Mack observes that: (a) 74 people from Latham and MNAT billed time to this matter

over the course of the litigation, (b) several Latham timekeepers billed more than

100 hours, and others more than 150 hours, during the month of trial; and (c) 11

timekeepers billed between 10 and 18 hours per day during the three-day trial. Opp.

¶¶ 17–18. This does not strike the court as unreasonable in the context of this case.

As Plaintiffs point out on reply, at least 38 of the 58 Latham timekeepers who

worked on this case billed under 15 hours over the life of the matter, and 32 of them

billed fewer than five hours. See Second Walch Aff. ¶ 7; see also id. (“In many

instances, my partners and I sought to engage additional timekeepers with lower

billing rates to efficiently assist with filings, research, and other ministerial work.”).

The staffing and hours expended in the leadup to and through trial are not

unreasonable. See TransPerfect, 2021 WL 1711797, at *33 (“[Objector] provides

no legal support for the proposition that billing more than ten hours in a day is

improper or unreasonable.”). As the court noted in TransPerfect: “[W]orking more

than ten hours in a day is part of life when practicing in this court, particularly in

expedited matters.” Id. That is also true for trials and the immediate runup to trial.

This court had a front-row seat at trial and observed the exemplary work of counsel

on both sides of the “v.”. As the court noted at the conclusion of trial:

13
The trial over the last three days was, from my vantage point, pretty
seamless. . . . Again, to the trial teams, I know that there is a lot of
work that goes on behind the first two rows of counsel table in these
trials. It’s a lot of work in the trenches over weeks and months, and
particularly probably over the last couple of weeks, getting ready for
trial. Again, I appreciate it. And, again, your professionalism and
civility are a credit to the lawyers on both sides, so thank you.5

The court does not view the time and effort that Plaintiffs’ counsel expended at trial

as unreasonable. This objection is overruled.

12. Mack next argues that the hourly rates of counsel were too high,

partners performed a disproportionate amount of the work, and the hours expended

were excessive. This again reflects second-guessing on strategy, something that the

court is disinclined to do where the client has agreed to pay the fees. Deane v.

Maginn, 2022 WL 16825351, at *4 (Del. Ch. Nov. 7, 2022) (“[A client’s] agreement

to pay counsel’s fees on a non-contingent basis provides an initial ‘rough cut’ of a

commercially reasonable fee.” (citation modified)); Lynch, 2020 WL 5587716, at

*2. Plaintiffs agreed to pay their counsel at their normal rates without any

expectation that they would be recovered against Defendants. Plaintiffs “thus had

sufficient incentive to monitor [their] counsel’s work and ensure that counsel did not

engage in excessive or unnecessary efforts.” Aveta, 2010 WL 3221823, at *6; see

Arbitrium, 1998 WL 155550, at *2 (concluding that fees were reasonable where the

5
Trial Tr. 917:11–12, 917:19–918:2.

14
moving party agreed to pay the fees at the hourly rates charged on a non-contingent

basis regardless of the outcome and actually paid those fees). Mack generally

complains that some Latham partners billed in excess of $1,000 per hour, but he

does not offer any persuasive argument that those rates are unreasonable. See Roma

Landmark Theaters, LLC v. Cohen Exhibition Co. LLC, 2021 WL 5174088, at *5

(Del. Ch. Nov. 8, 2021) (finding partner billing rate of $1,645 per hour to be

reasonable giving the complexity of the work performed); TransPerfect, 2021

WL 1711797, at *24 (finding partner rates ranging from $1,225 to $1,775 and

associate rates of $695 to $1,120 per hour to be reasonable). Mack also points to a

few Latham invoices (the months before and during trial and the month of post-trial

briefing) where partners billed a majority of the time spent on the matter. Opp. ¶ 19.

In the context of this case, the allocation of work and time expended was reasonable,

and the court is not inclined to second-guess it. See Aveta, 2010 WL 3221823, at *8

(noting that where staffing appears appropriate, it need not be “second-guessed”).

This objection is overruled.

13. Mack argues that the fees should be further reduced because they

“exceed the amount actually recovered.” Opp. ¶ 20. For this proposition, Mack

relies on two decisions. In Wayman Fire Protection, Inc. v. Premium Fire &

Security, LLC, 2014 WL 2918671 (Del. Ch. June 27, 2014), the court recognized

that attorneys’ fees and expenses would probably constitute the majority of the

15
monetary relief that the plaintiff obtained in the litigation, but reduced them

primarily because they were largely attributable to the plaintiff pursuing a litigation

strategy investigating and ultimately bringing a large number of claims, including

some that proved to be without merit. Id. at *2. In Brace Industrial Contracting,

Inc. v. Peterson Enterprises, Inc., 2019 WL 177500 (Del. Ch. Jan. 11, 2019)

(ORDER), the court reduced the overall fee request primarily because the plaintiffs

sought fees for claims that were not covered under the applicable indemnification

agreement. Id. at *2.6 Those cases are not analogous and do not indicate that

Plaintiffs’ fees here were unreasonable. Neither involved a breach of the duty of

loyalty or findings of intentional, willful, or malicious misconduct.

14. By contrast, the fees awarded in this case are part of the actual damages

for Mack’s breaches of his duty of loyalty and other misconduct. As explained in

the Remedy Opinion:

[Mack] engaged in this intentional misconduct in clear violation of his
duty of loyalty. Mack took affirmative steps to divert and develop
Epoladerm, a competitive product to ZTlido. He took repeated actions
to actively conceal these ventures from Scilex. This caused commercial
harm to Scilex. Mack’s conduct was willful and malicious. Once
Mack’s conduct was revealed and litigation was commenced, he
deleted hundreds of relevant documents and denied having done so,
even suggesting that his own children might be to blame. At trial, Mack

6
Mack cites an earlier order in Brace Industrial that was later superseded by the
January 11, 2019, final order. See Mack’s Opposition Br. ¶ 20. But the substance of the
two orders did not change. Compare Brace Indus. Contr., Inc. v. Peterson Enters., Inc.,
2018 WL 6531729, at *2 (Del. Ch. Dec. 12, 2018) (ORDER), with Brace Indus., 2019
WL 177500.

16
continued to obfuscate and provided self-serving testimony that
strained credulity. Mack’s litigation misconduct made this case more
difficult and more expensive for the Plaintiffs.7

15. “Fee shifting is warranted to compensate [Plaintiffs] for the excessive

additional expense incurred due to [Mack’s] conduct, to deter similar abusive

conduct in the future, and to protect the integrity of the judicial process.” Stone &

Paper Invs., LLC v. Blanch, 2023 WL 2809142, at *7 (Del. Ch. Apr. 6, 2023) (citing

Dover Hist. Soc., Inc. v. City of Dover Plan. Comm’n, 902 A.3d 1084, 1093 (Del.

2006)).

16. Mack next asks this court to consider that he is an individual who will

be significantly affected financially if he is required to pay these fees. Mack

submitted an affidavit stating that, although he is currently employed as the President

and Chief Executive Officer of Pathways Neuro Pharma Inc., his compensation “is

fully deferred.” Mack Aff. ¶ 4. He also avers that the vast majority of his assets are

held jointly with his spouse, that he has de minimis liquid assets, and “do[es] not

have the ability to satisfy a large monetary award to the Plaintiffs in this action.” Id.

¶¶ 5, 8–9. The affidavit is otherwise unsupported. Mack’s affidavit makes no

mention of the $12 million that he received in the sale of Scilex to Sorrento or the

other amounts that he was paid by Scilex and Sorrento after the transaction. It is

7
Remedy Op. at 47–48 (footnotes omitted).

17
also worth noting that Mack’s affidavit makes no mention of his earlier

representations to the court that Virpax must indemnify him for any damages

awarded against him. See Dkt. 278 Tr. at 61:2–12; Dkt. 263 at 10. In any event, as

explained herein and as is apparent from the findings in the Liability Opinion and

the Remedy Opinion, Mack’s predicament is of his own making. Having considered

Mack’s arguments and his affidavit averring an inability to pay, the lack of any other

documentary support, and the factual and legal basis for imposing the fee award, the

court finds no basis to reduce the fee award on these grounds.

17. Finally, the court addresses the remaining factors for consideration.

This litigation spanned four years and was complicated by Mack’s litigation conduct.

This factor weighs in favor of the reasonableness of the requested fees. The issues

in this case were complex and difficult to litigate, in part due to Mack’s conduct over

the history of the case. The multiplicity of the claims added some complexity,

requiring skill and perseverance by Plaintiffs’ counsel. This factor weighs in favor

of the reasonableness of the requested fees.

18. There is no evidence that acceptance of this case would preclude other

employment by Plaintiffs’ lawyers. Thus, this factor does not support or undermine

the reasonableness of the amount of the fee request.

19. This was not an expedited case, so there were no significant time

limitations imposed by the client or the circumstances. Thus, this factor is neutral

18
in determining the reasonableness of the fees. The relationship between Plaintiffs

and counsel was extensive, given the length of this case. Additionally, Plaintiffs’

counsel are all from well-regarded law firms. The fee here is fixed and not

contingent, which counsels in favor of awarding fees at Plaintiffs’ lawyers’ typical

hourly rates.

20. Considering all of the relevant factors, this court, in the exercise of its

discretion, finds that the attorneys’ fees and expenses incurred by Plaintiffs in this

action were reasonable. Accordingly, Plaintiffs are awarded one-third of their fees

and expenses, which amounts to $5,378,315.35 to be paid by Mack.

/s/ Paul A. Fioravanti, Jr.
Vice Chancellor

19