Vice Chancellor Sam Glasscock III

Connecticut-based investment management firm Verition Partners Master Fund Ltd. on Monday asked a Delaware federal judge to green-light a $25 million lawsuit stemming from last year's appraisal of AOL Inc., alleging that its hired expert's "incapacitating bias" left them empty-handed when their case was decided in the Court of Chancery.

In the filing, Verition and its attorneys refuted assertions by economics consultant W. Bradford Cornell that there was no direct link between disparaging comments Bradford had made in regard to Verition's appraisal case and Vice Chancellor Sam Glasscock III's decision last February that AOL's $4.4 billion sale to Verizon in 2015 had overvalued the once-powerful media technology company.

Verition sued Cornell for fraudulent inducement, breach of contract and malpractice in January, after it was revealed during the appraisal trial that Cornell had initially called Verition's case "shitty" while he was still angling to testify on behalf of its opponent. Verition said in its complaint that the revelation destroyed Cornell's credibility on the stand and "torpedoed" its chances to recover value on its AOL shares.

According to Verition, Cornell was required to disclose his alleged bias ahead of trial but never did. Instead, the comments he made became a “ticking time bomb” that eventually exploded when company attorneys used them to attack Cornell’s credibility on cross-examination. Eventually, Glasscock sided with AOL and Verizon in finding AOL's fair value at $48.70, well below the $68.98 mark that the Verition petitioners had argued for.

Cornell and his employer, Coherent Economics in Chicago, moved to dismiss the case in March, calling it an "affront" to Glasscock's decision. They argued that the fair-value ruling never turned on Cornell’s credibility problems, but ultimately hinged on inputs and assumptions that he worked into his flawed model.

Verition responded Monday, saying that the impact of Cornell's conflict was a "deeply fact-bound question" that ought to be resolved at trial. While Verition acknowledged that Glasscock's opinion did not specifically address Cornell's supposed bias, attorneys for the firm said the decision was simply a "charitable" omission meant to avoid embarrassing the expert in public.

The credibility issue, Verition said, was central to both Glasscock's consideration and could not be separated from the outcome of the AOL appraisal case.

"By arguing that no fact finder could ever conclude that Verition would have achieved even a dollar more of value had Cornell’s credibility not imploded, defendants’ motion blinds itself to the dynamics of appraisal actions, in which the entire litigation hinges on the result of a proverbial 'battle of the experts,'" Verition said in its brief.

"In these circumstances, it cannot be said that the public exposure of Cornell’s grudge and bias had no effect on the outcome Verition would have otherwise achieved—whether via court decision or settlement—as a matter of law."

The defendants have also moved to transfer the case to a federal court in Chicago and have asked for a stay pending the resolution of the transfer motion. Briefing on the motions to dismiss the case is set to wrap up in late March.

Cornell is represented by Peter M. Spingola, Robert J. Shapiro and John M. Owen of Chapman Spingola in Chicago and Shaun Michael Kelly and Ryan Patrick Newell of Connolly Gallagher in Wilmington.

Coherent is represented by Norman T. Finkel, Richard M. Goldwasser, William R. Klein and Matthew P. Tyrrell of SFNR in Chicago and Gary W. Lipkin and Alexandra D. Rogin of Eckert Seamans Cherin & Mellott in Wilmington.

Verition is represented by Erik S. Groothuis and Vera M. Kachnowski of Schlam Stone & Dolan in New York and David A. Jenkins of Smith, Katzenstein & Jenkins in Wilmington.

The case, captioned Verition Partners Master Fund v. Cornell, has been assigned to U.S. District Judge Colm F. Connolly.