ORDER DENYING MOTION TO VACATE OR MODIFY ORDER
GRANTING CONFIDENTIAL TREATMENT
WHEREAS, on September 8, 2025, Yingjun Mu (the "Plaintiff") filed this action against Fangling Zhang (the "Defendant") alleging breaches of fiduciary duty and conversion for wrongfully withholding and concealing shares of Legend Biotech and GenScript Biotech (the "Companies"), of which the Defendant serves as director; the complaint was accompanied by fourteen exhibits, none of which were marked as confidential;1
WHEREAS, on September 11, 2025, the Defendant moved for confidential treatment of the complaint and exhibits, which was granted in full the same day;2on September 12, 2025, the Plaintiff filed an answering brief in opposition to
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confidential treatment, and on September 15, 2025, he filed this motion to vacate or modify the order granting confidential treatment (the "Motion");3 WHEREAS, through a letter dated September 16, 2025, I instructed the Register in Chancery to seal the Plaintiff's filings and directed the parties to meet and confer about the sealed filings and either agree upon public versions or file a joint letter with competing proposals;4the parties submitted a joint letter with competing proposals on September 22, 2025;5
WHEREAS, on October 2, 2025, I ruled by minute order: "Given the parties' agreement, the Register in Chancery shall unseal the complaint and exhibit index. The defendant shall file its proposed public versions of Exs. 4-5 of the complaint and, unless the parties seek leave otherwise, I will treat the recent letter submission as the plaintiff's challenge to confidential treatment [of Exs. 4-5] and the defendant's response in opposition thereto. An order will be issued in due course[;]" this is that promised order, which rules on the continued confidential treatment of the redacted information in Exs. 4-5, which were filed publicly on October 3, 2025 (the
"Exhibits");6
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WHEREAS, the Delaware Constitution provides that "[a]ll courts shall be open[;]"7Court of Chancery Rule 5.1 "starts with the premise that the public has a right to monitor proceedings in this Court and that all filings are presumed to be public[;]"8but parties may file documents under seal if they contain "Confidential Information," which is defined in Rule 5.1(b)(1) as "information: (A) that is maintained confidentially; (B) that is not otherwise publicly available; (C) where public access to the information will cause particularized harm; and (D) where the magnitude of the harm from public access to the information outweighs the public interest in the information[;]" sensitive financial, business or personal information generally will qualify as Confidential Information;9
WHEREAS, under Court of Chancery Rule 5.1(g)(1), "[a]ny person may challenge the confidential treatment of a Confidential Filing[;]" when there is a challenge to the continued confidential treatment of information redacted in the public version, Court of Chancery Rule 5.1(g)(6) outlines the procedure requiring
(1) the person seeking to maintain confidentiality to move within five days of a challenge notice, (2) the challenging person to respond within five days thereafter,
(3) further proceedings as this Court orders, (4) allocation of the burden to the person
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seeking to maintain confidential treatment, and (5) an "award fees and expenses if the Court determines that the motion to maintain confidential treatment or the opposition lacked sufficient justification[;]"
WHEREAS, through my minute order, I have streamlined the challenge process here consistent with Court of Chancery Rule 1, which provides that this Court's rules be "construed, administered, and employed by the Court and the parties to secure the just, speedy, and inexpensive determination of every proceeding[;]"
IT IS HEREBY ORDERED this 3rd day of November 2025, as follows:
1. The Motion is DENIED.
2. The Exhibits have been redacted in a narrow and targeted manner to shield from public disclosure: (1) the amount of K-1 income derived from particular sales or redemptions of stock, (2) the amount of funds distributed to stockholders, including the Plaintiff, resulting from these sales, (3) the total consideration received from a redemption in September 2018, (4) the amount withheld, and (5) the amount of tax withheld from the sale.10This is sensitive information which the Companies have maintained confidentially; it is not otherwise publicly available. Further, the Defendant has demonstrated that public access to the information will cause particularized harm that outweighs the public interest in the information.
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3. The Plaintiff's argument that the redacted information does not qualify as "Confidential Information" because the Defendant had publicized and announced a much smaller transaction is unpersuasive. The Defendant has shown that the Companies' public disclosures regarding the sale of its shares do not contain the same level of specific financial information redacted in the public versions of the Exhibits.11The information in the Exhibits referencing specific dollar amounts, consideration received, and taxes withheld is non-public financial information that deserves protection.12And, on balance, the proposed redactions made by the Defendant do not impede the public's ability to understand this case.13The Defendant has carried his burden and the Exhibits will remain confidential to the extent reflected in the public versions.
IT IS SO ORDERED
/s/ Selena E. Molina Senior Magistrate in Chancery