A Delaware Supreme Court inundated with cases targeting
A pension fund is seeking to revive its lawsuit blaming the “bitter public feud” between Musk and
Amazon’s Project Kuiper is meant to directly rival Starlink, the global mega-constellation of satellites run by Musk’s
Amazon has until 2026 to send up the first 1,600 satellites and three more years to launch the next batch. That broader backdrop barely came up during the appeal proceedings, which zoomed in on allegations that the board made no effort to oversee self-dealing by Bezos as he directed billions from Amazon to his own rocket company, Blue Origin, despite SpaceX’s superior capabilities.
A Delaware Chancery Court judge dismissed the case in February, saying the shareholder suit offered no good reason to doubt the board’s impartiality. Corporate directors “can always do more,” but they’re only liable for oversight failures if they “deliberately do essentially nothing,” Vice Chancellor Nathan A. Cook said at the time.
Anitha Reddy, an attorney for Bezos and the board, defended that ruling during Wednesday’s roughly 50-minute hearing. Amazon’s directors had no reason to think Bezos improperly influenced the contract negotiations with Blue Origin, according to Reddy, who said the legal standard—bad faith—requires intentional wrongdoing, not some “species of negligence.”
Amazon’s board shouldn’t face liability “for not instituting so-called negotiation guardrails when they had no reason to believe they were necessary,” Reddy said. “The standard is about whether or not directors utterly failed to attempt to fulfill their fiduciary duties, not whether they could have asked for more information.”
Vivek Upadhya, counsel for the pension fund, stressed the “billions of dollars flowing directly from Amazon to a company owned and controlled by Amazon’s CEO and chairman.” The sheer scale of the conflict of interest made the Blue Origin contract “a truly exceptional transaction” requiring attentive board supervision, regardless of the actual role Bezos played in negotiations, according to Upadhya.
“Delaware law doesn’t require that directors harbor some innate suspicion” before taking steps to manage conflicts, but the board “failed to lift a finger,” he said.
The justices offered few glimpses into their thinking, sticking mostly to technical points. Unlike some other high-profile jurists, members of Delaware’s top court typically refrain from asking the types of leading questions that can telegraph which way they’re leaning.
Bezos and the other board members are represented by Ross Aronstam & Moritz LLP and Wachtell, Lipton, Rosen & Katz. The Cleveland Bakers and Teamsters Pension Fund is represented by Grant & Eisenhofer PA.
The case is Cleveland Baker & Teamsters Pension Fund v. Bezos, Del., No. 127, 2025, oral argument held 10/29/25.
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