C OURT OF CHANCERY

OF THE

STATE OF DELAWARE

J OHN W. N OBLE 417 S OUTH S TATE S TREET

V ICE C HANCELLOR D OVER

, D ELAWARE 19901

T ELEPHONE : (302) 739

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F ACSIMILE : (302) 739

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May 7, 2015

Stephen P. Lamb, Esquire Kevin G. Abrams, Esquire

Meghan M. Dougherty, Esquire J. Peter Shindel, Jr., Esquire

Paul, Weiss, Rifkind, Wharton Abrams & Bayliss LLP

& Garrison LLP 20 Montchanin Road, Suite 200

500 Delaware Avenue, Suite 200 Wilmington, DE 1 9801

Wilmington, DE 19801

Joel Friedlander, Esquire

Benjamin P. Chapple, Esquire

Friedlander & Gorris, P.A.

222 Delaware Avenue, Suite 1400

Wilmington, DE 19801

Re: The Renco Group, Inc. v. MacAndrews AMG Holdings LLC

C.A. N o. 7668

- VCN

Date Submitted: May 1, 2015

Dear Counsel:

Plaintiff The Renco Group, Inc. (“ Renco ”) has moved for reconsideration of

the Court’s Letter Opinion 1 which denied Renco’s application for certification of

1 Renco Gp., Inc. v. MacAndrews AMG Hldgs. LLC

, 2015 WL 1830476 (Del. Ch.

Apr. 20, 2015) (the “Letter Opinion”).The Renco Group, Inc. v. MacAndrews AMG Holdings LLC

C.A. No. 7668

- VCN

May 7 , 2015

Page 2

interlocutory appeal from the Court’s Order and Memorandum Opinion 2 granting

in part the Defendants’ Motion to Dismiss. 3

The debate focuses on certain fiduciary duty claims and aiding and abetting

breach of fiduciary duty claims that the Court dismissed. In denying Renco’s

application for c ertification of an interlocutory appeal, the Court arguably

overstated the similarities between the Opinion and an earlier decision regarding

comparable claims of the Nominal Defendant here. 4 Regardless of the Court’s

view of the relationship between the two actions, other grounds for rejection of the

interlocutory appeal were set forth, such as that an interlocutory appeal is

extraordinary and that an interlocutory appeal would not resolve t he litigation

.

A motion for reargument under Court of Chancery R ule 59(f) requires the

moving party to “demonstrate either that the Court overlooked a controlling

2 Renco Gp., Inc. v. MacAndrews AMG Hldgs. LLC , 2015 WL 394011 (Del. Ch.

Jan. 29, 2015) (the “Opinion”).

3 The Supreme Court has rejected Renco’s interlocutory appeal effort. Renco Gp.,

Inc. v. MacAndrews AMG Hldgs. LLC , 2015 WL 2019387 (Del. Apr. 30, 2015).

Perhaps that was the end of any interlocutory appea l of the Opinion and its

implementing order, but the Court will, nonetheless, address Renco’s motion.

4 AM General Hldgs. LLC v. Renco Gp., Inc. , 2013 W L 5863010 (Del. Ch. Oct. 31

, 2013).The Renco Group, Inc. v. MacAndrews AMG Holdings LLC

C.A. No. 7668

- VCN

May 7 , 2015

Page 3

decision or principle of law that would have a controlling effect, or the Court

misapprehended the facts or the law such that the outcome of the decision wou ld

be different.” 5 Thus, even if the Court misapprehended the similarities between the

legal theories advanced by the parties in the two actions

, the outcome would not

have been different and, therefore, Renco’s motion for reconsideration of the Letter

Op inion is denied.

IT IS SO ORDERED.

Very truly yours,

/s/ John W. Noble

JWN/cap

cc: Thad J. Bracegirdle, Esquire

Register in Chancery

- K

5 Carlyle Inv. Mgmt., LLC v. Moonmouth Co., S

. A

. , 2014 WL 4104702, a t *2 (Del.

Ch. A ug. 21, 2014)

.