Arif Ahmed v. JP Morgan Chase & Co.

COURT OF CHANCERY
OF THE
STATE OF DELAWARE

KATHALEEN ST. J. MCCORMICK LEONARD L. WILLIAMS JUSTICE CENTER
CHANCELLOR 500 N. KING STREET, SUITE 11400
WILMINGTON, DELAWARE 19801-3734

June 10, 2026

Richard I. G. Jones, Jr. Sarah R. Martin
Periann Doko Trevor T. Nielsen
BERGER MCDERMOTT LLP Bryan T. Reed
1105 North Market Street, 11th Floor GREENBERG TRAURIG, LLP
Wilmington, Delaware 19801 222 Delaware Avenue, Suite 1600
Wilmington, Delaware 19801

Re: Arif Ahmed v. JPMorgan Chase & Co. and J.P. Morgan
Securities LLC, C.A. No. 2025-1133-DG

Dear Counsel:

This letter resolves exceptions to Magistrate Gibbs’s Report dated January 21,

2026, which resolved the parties’ cross-motions concerning Plaintiff’s entitlement to

advancement.1 I have reviewed the Magistrate’s thorough factual and legal findings

de novo and adopt them in full.2

Defendants advance two bases for exceptions, which boil down to a single

issue—whether the Magistrate erred when resolving the issue of entitlement by

rejecting Defendants’ proposed 9% transaction-based cutoff in favor of the traditional

approach to allocation.3 The Magistrate did not err. Allocation is best addressed

1 C.A. No. 2025-1133-DG, Docket (“Dkt.”) 63 (“Magistrate’s Report”). Definitions used

in this letter have the same meaning as in the Magistrate’s Report.
2 DiGiacobbe v. Sestak, 743 A.2d 180, 184 (Del. 1999).

3 Dkt. 74 (“Defs.’ Opening Br.”) at 21–33; Dkt. 80 (“Defs.’ Reply Br.”) at 5–17.
C.A. No. 2025-1133-DG
June 10, 2026
Page 2 of 2

through the Fitracks framework, where Plaintiff’s counsel certifies in good faith

which work relates to matters covered by advancement.4

As to the Investigations, Defendants portray the Report as concluding that

insufficient evidence exists concerning entitlement to advancement.5 In this way,

Defendants argue that the Magistrate turned the burden of proof on its head. Yet

Defendants do not dispute that Plaintiff is entitled to some degree of advancement

for the Investigations.6 Nor could they, in my view.7 Properly understood, the Report

held that insufficient evidence exists to allocate fees incurred in connection with the

Investigations. For that reason, the Magistrate appropriately ordered the parties to

confer on a Fitracks framework for allocating fees among claims.

The exceptions are overruled. This matter is remanded to Magistrate Gibbs

for further proceedings in accordance with the Report.

IT IS SO ORDERED.

Sincerely,

/s/ Kathaleen St. J. McCormick

Chancellor

cc: All counsel of record (by File & ServeXpress)

4 Magistrate’s Report at 34–35 (citing Danenberg v. Fitracks, Inc., 58 A.3d 991 (Del.

Ch. 2012)).
5 Defs.’ Opening Br. at 28–32; Magistrate’s Report at 25–26, 33.

6 Defs.’ Opening Br. at 28 (arguing that only 9% of the claims warrant advancement);

Defs.’ Reply Br. at 13 (same).
7 See generally Dkt. 76 (Pl.’s Ans. Br.) at 23–32.