IN RE GTX, INC. SHAREHOLDERS LITIGATION
- Analisa Torres
- 1:19-cv-03239
- U.S. District Court · Southern District of New York
- 3
In GTx Shareholders Litigation, Judge Torres granted Defendants’ request to seal confidential merger documents and ordered redacted public filings.
Defendants GTx, Inc. and the individual Defendants obtained permission to submit specified confidential materials under seal; the public will receive redacted versions of the filings.
What happened
In IN RE GTX, INC. SHAREHOLDERS LITIGATION, Defendants asked to seal an adviser’s presentation and portions of other filings containing confidential information from merger negotiations and discovery.
The requested materials included financial data, merger valuations, revenue projections, drug-candidate information, clinical-trial timelines, product pipelines, and research-and-development funding involving GTx and Oncternal Therapeutics.
Judge Analisa Torres granted the request and ordered Defendants to file the unredacted documents under seal and redacted versions on the public docket by January 22, 2020.
The detailed version
- IN RE GTX, INC. SHAREHOLDERS LITIGATION · No. 1:19-cv-03239
- Analisa Torres
- Jan. 15, 2020
Background
Defendants GTx, Inc., Robert J. Wills, Mare S. Hanover, J.R. Hyde, III, J. Kenneth Glass, Michael G. Carter, Kenneth S. Robinson, and Garry A. Neil requested permission to file certain materials under seal in support of their motion to dismiss the amended class action complaint. The request covered Exhibit F to the declaration supporting the motion in its entirety, portions of Exhibit B, and references to those exhibits in Defendants’ memorandum and request for judicial notice. Plaintiffs’ counsel did not oppose the request.
Exhibit F was a presentation prepared by GTx’s financial adviser, Aquilo Partners, L.P., for GTx’s board of directors on April 29, 2019. GTx had produced it during confidential discovery and settlement negotiations. The materials contained nonpublic financial information about GTx and Oncternal Therapeutics, Inc., information concerning the anticipated merger and combined company, competitive analyses, valuation data, projected revenue through fiscal year 2020, and information about drug candidates, clinical trials, product pipelines, and research-and-development funding.
Court’s analysis
The court explained that the public has a presumptive right to access judicial documents, but that right is not absolute. Courts must balance access against competing interests, including privacy and the risk of harm from disclosure. Materials exchanged in discovery but not filed with the court do not carry the same presumption of public access. The court also recognized that confidential commercial information and proprietary research information may justify sealing when disclosure could give competitors insight into sensitive business data or product-development strategies.
Ruling
Judge Analisa Torres granted Defendants’ request to seal the Confidential Documents. She ordered Defendants, by January 22, 2020, to file the unredacted filings under seal and the redacted filings on the public docket. This order addressed access to the specified documents and did not decide the underlying motion to dismiss or the merits of the shareholder litigation.
Read the full 3-page opinion on CourtListener, the free public archive maintained by the Free Law Project.