IN RE GTX, INC. SHAREHOLDERS LITIGATION

Background

The 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—asked for permission to file under seal confidential portions of their reply memorandum supporting a motion to dismiss. The request concerned information that had previously been sealed in other filings, including the defendants’ motion and certain exhibits, the plaintiffs’ amended class-action complaint, and the plaintiffs’ opposition to the motion.

Information at Issue

The reply referred to an April 29, 2019 presentation prepared by GTx’s financial adviser, Aquilo Partners, L.P., for GTx’s board of directors. The presentation had been produced to plaintiffs’ counsel during settlement negotiations and confidential discovery. The reply also contained detailed financial information about GTx and Oncternal Therapeutics, Inc. before their merger, as well as financial expectations and valuation analyses for the combined company after the merger. The plaintiffs consented to sealing the same information in the reply.

Legal Standard and Ruling

The request explained that court records generally carry a presumptive right of public access, but that the right is not absolute. It argued that the information was either derived from confidential discovery or contained sensitive, nonpublic business information whose disclosure could provide competitors with insight into the companies’ financial data. The court’s order states: “GRANTED.” Judge Analisa Torres therefore granted the defendants’ request to seal the confidential portions of the reply. The defendants were to file a public version with proposed redactions and an unredacted version under seal through the court’s electronic filing system.