IN THE SUPREME COURT OF THE STATE OF DELAWARE

SEAN J. GRIFFITH,

Objector Below,

Appellant,

v.

SHIVA STEIN, derivatively on 

behalf of The Goldman Sachs Group, 

Inc., and individually as a 

Stockholder of The Goldman Sachs

Group, Inc.,

Plaintiff Below,

Appellee,

and

LLOYD C. BLANKENFEIN, M. 

MICHELE BURNS, GARY D. 

COHN, MARK A. FLAHERTY, 

WILLIAM W. GEORGE, JAMES A. 

JOHNSON, ELLEN J. KULLMAN, 

LAKSHMI N. MITTAL, ADEBAYO 

O. OGUNLESI, PETER 

OPPENHEIMER, DEBORA L. 

SPAR, MARK E. TUCKER, DAVID 

A. VINIAR, MARK O. 

WINKELMAN, and THE 

GOLDMAN SACHS GROUP, INC.,

Defendants Below,

Appellees.

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§ Nos. 331, 2019 and 332, 2019

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§ Court Below—Court of Chancery

§ of the State of Delaware

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§ C.A. No. 2017-0354-SG

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 Submitted: August 19, 2019

 Decided: August 29, 2019
2

Before VALIHURA, VAUGHN, and SEITZ, Justices.

ORDER

Upon consideration of the notice of interlocutory appeal and the documents 

attached thereto as well as the notice to show cause and responses, it appears to the 

Court that:

(1) The objector below-appellant, Sean J. Griffith (“the Objector”), has 

filed two appeals from a Court of a Court of Chancery letter order, dated July 1, 

2019, awarding the Objector attorneys’ fees and costs under the corporate benefit 

doctrine (“Fee Order”).

1

 In appeal No. 331, 2019, he petitions this Court under 

Supreme Court Rule 42 to accept an interlocutory appeal. In appeal No. 332, 2019, 

he asks this Court to accept the appeal under the collateral order doctrine. For the 

reasons set forth below, we refuse the interlocutory appeal and dismiss the other 

appeal as duplicative. 

(2) The Fee Order arises from a direct and derivative action brought by a 

stockholder against certain directors of The Goldman Sachs Group, Inc. (“Goldman 

Directors”). After the parties reached a settlement and sought the Court’s approval 

of the proposed settlement, the Objector filed objections. The Court of Chancery 

did not approve the settlement,2and the parties proceeded to oral argument on the 

 

1

Stein v. Blankfein, 2019 WL 2750100 (Del. Ch. July 1, 2019).

2

Stein v. Blankfein, 2018 WL 5279358 (Del. Ch. Oct. 23, 2018).
3

Goldman Directors’ pending motion to dismiss. The Court of Chancery granted in 

part and denied in part the motion to dismiss.3 

(3) The Objector filed a motion for $575,000 in attorneys’ fees and costs 

under the corporate benefit doctrine. The Goldman Directors opposed the motion, 

arguing that a fee award of approximately $10,000 was appropriate. The Court of 

Chancery concluded that the objection was helpful and benefitted Goldman, but 

noted that its conclusions in rejecting the settlement were not “entirely congruent”

with the Objector’s arguments.

4

 The Court of Chancery determined that a fee award 

of $100,000 was equitable, plus $1,923.30 in costs.5

(4) On July 11, 2019, the Objector filed an application for certification of 

an interlocutory appeal. The Objector argued that the Fee Order determined a 

substantial issue of material importance because it resolved an issue that went to the 

merits of the case and the amount of the fee awarded could discourage other 

objectors from challenging poor settlements. The Objector also suggested that if the 

fee award was considered a collateral issue, then it could be immediately appealable 

under the collateral order doctrine. As to the Rule 42(b)(iii) criteria, the Objector 

contended that the Fee Order addressed a question of first impression—the 

appropriate fee for a successful, activist objector. The Objector also argued that 

 

3

Stein v. Blankfein, 2019 WL 2323790 (Del. Ch. May 31, 2019).

4

Stein, 2019 WL 2750100, at *2.

5

Id.
4

there were conflicting trial court decisions on fee awards to objectors and that 

interlocutory review would serve considerations of justice. 

(5) The Goldman Directors opposed the application for certification. They 

argued that the Fee Order did not determine a substantial issue of material 

importance because it was a collateral matter that did not decide the merits of the 

case. As to the Rule 42(b)(iii) criteria, the Goldman Directors argued that the order 

did not decide a legal issue of first impression, but applied settled law for the 

determination of fee awards. The Goldman Directors also contended that there was 

no conflict on a question of law and that interlocutory review would not serve 

considerations of justice.

(6) On July 23, 2019, the Court of Chancery denied the application for 

certification.

6

 Applying the Rule 42(b)(iii) criteria, the Court of Chancery 

concluded that the Fee Order did not involve a question of law resolved for the first 

time in Delaware, but simply applied established principles of the corporate benefit 

doctrine.7 The Court of Chancery found that the fact that the application of the 

corporate benefit doctrine led to different fee awards in different cases did not mean 

there were conflicting trial court decisions on a question of law.8 As to the 

possibility that the Fee Order could discourage beneficial objections to settlements, 

 

6

Stein v. Blankfein, 2019 WL 3311227 (Del. Ch. July 23, 2019).

7

Id. at *2.

8

Id.
5

the Court of Chancery decided that interlocutory review would serve considerations 

of justice, but that this factor was of “slight weight.”9 The Court of Chancery 

concluded that the likely benefits of interlocutory review did not outweigh the 

probable costs, such that interlocutory review was in the interest of justice.10 

(7) The Court of Chancery declined to address whether the Fee Order was 

appealable under the collateral order doctrine, leaving that issue to this Court. These 

appeals followed. 

(8) Applications for interlocutory review are addressed to the sound 

discretion of the Court.11 In the exercise of our discretion and giving great weight 

to the Court of Chancery’s thoughtful analysis in denying the application for 

certification, this Court has concluded that the application for interlocutory review 

does not meet the strict standards for certification under Supreme Court Rule 42(b). 

The case is not exceptional,12 and the potential benefits of interlocutory review do 

not outweigh the inefficiency, disruption, and probable costs caused by an 

interlocutory appeal.13 We therefore refuse the interlocutory appeal in No. 331, 

2019.

 

9

Id.

10 Id.

11 Supr. Ct. R. 42(d)(v).

12 Supr. Ct. R. 42(b)(ii).

13 Supr. Ct. R. 42(b)(iii).
6

(9) Turning to appeal No. 332, 2019, the Clerk issued a notice directing the 

Objector to show cause why this appeal should not be dismissed as duplicative of 

the interlocutory appeal. The Objector was also directed to state the basis for his 

position that the Fee Order was appealable under the collateral order doctrine. In his 

response, the Objector argues that the Fee Order falls within the collateral order 

doctrine because it determines an issue independent of the underlying litigation, it is 

binding on a non-party, and it will have a substantial, continuing effect on 

stockholders and Delaware corporations outside of this State as it will discourage 

objections to unfair settlements. The Goldman Directors disagree, arguing that the 

Fee Order simply reflects an exercise of discretion under settled principles and that 

the Objector’s speculation is not the type of important right to be reviewed under the 

collateral order doctrine.

(10) The collateral order doctrine is characterized as “a common law 

recognition that certain collateral orders constitute final judgments.”14 Under the 

collateral order doctrine, “orders which a) determine matters independent of the 

issues involved in the proceeding itself, b) bind persons who are non-parties in the 

underlying proceeding, and c) have a substantial, continuing effect on important 

 

14 Evans v. Justice of the Peace Court No. 19, 652 A.2d 574, 576 (Del. 1995).
7

rights are final and subject to immediate appellate review.”15 Having carefully 

considered the Fee Order and the parties’ positions, we conclude that the Fee Order 

does not fall within the collateral order doctrine. The Fee Order, which awarded 

$100,000 of the $575,000 in attorneys’ fees sought by the Objector under the 

corporate benefit doctrine, does not have a substantial, continuing effect on an 

important right. Appeal No. 332, 2019 is therefore duplicative of the interlocutory 

appeal in No. 331, 2019 and must be dismissed.

NOW, THEREFORE, IT IS HEREBY ORDERED that the interlocutory 

appeal in No. 331, 2019 is REFUSED and the appeal in No. 332, 2019 is 

DISMISSED. The filing fee paid by the appellant shall be applied to any future 

appeal he files from a final order entered in the case. 

BY THE COURT:

/s/ James T. Vaughn, Jr.

Justice

 

 

15 Beebe Med. Ctr. v. Villare, 2008 WL 2137860, at *1 (Del. May 20, 2008) (citing Gannett Co., 

Inc. v. State, 565 A.2d 895, 900 (Del. 1989)).