# Dawson

> United States Bankruptcy Court, D. Delaware · February 9, 2026

URL: https://www.frixlaw.com/law-library/cases/11252893

## Case

- **Full name:** In re Cyber Litig. Inc.; Drivetrain LLC v. Dawson
- **Court:** United States Bankruptcy Court, D. Delaware
- **Decided:** February 9, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11252893

## How later opinions describe it (automated extraction)

- emphasizing the officer’s functional role in assessing their fiduciary duties

## Opinion text

UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
CRAIG T. GOLDBLATT jae) 824 N. MARKET STREET
JUDGE a, WILMINGTON, DELAWARE
pS fy (302) 252-3832

Wa
oy alll

February 9, 2026
VIA CM/ECF
Re: Inre Cyber Litig. Inc., 20-12702; Drivetrain LLC v. Dawson, Adv. Proc.
No. 24-50177
Dear Counsel:
This ruling is intended primarily for the benefit of the parties, so the Court
will assume familiarity with the basic factual and procedural background. Anthony
Dawson was the Chief Revenue Officer of the debtor. He was also an early investor
in the debtor and received approximately $1.465 million in a June 2020 tender offer
in which he sold certain of his shares back to the company.! The trustee of the
litigation trust filed this adversary proceeding against him, asserting claims for
fraudulent conveyance as well as common law claims for breach of fiduciary duty and
unjust enrichment.
In October 2023, this Court issued an opinion in a fraudulent conveyance case
that the litigation trust had brought against other participants in the debtor’s tender

1D.I. 36-3 at 167.

Page 2 of 13

offer.2 That opinion held that, for purposes of the approval of the tender offer, the
intent of the company’s founder was properly imputed to the company,
notwithstanding the fact that the majority of the board lacked any fraudulent intent.
The reason was that undisputed record showed that the founder had effectively
tricked the rest of the board into believing that the company was thriving, when in
fact it was a largely fraudulent enterprise.
For the reasons set forth below, the Court concludes that the trustee is entitled
to summary judgment against Dawson on the fraudulent conveyance claim for
essentially the same reasons the Court explained in the DDE Opinion. With respect
to the claim for breach of fiduciary duty, the Court concludes that the trust is entitled

to partial summary judgment on the question whether Dawson owed fiduciary duties
to the company. But material disputes of fact preclude the entry of summary
judgment on whether Dawson breached those fiduciary duties.
Factual and Procedural Background
As the DDE Opinion explains, Adam Rogas was the company’s founder and
CEO. He was the only person with visibility into the debtor’s revenue bank account
and the data and metrics underlying its revenue and customer counts.3 As Dawson

explained in his deposition, each month Rogas provided Dawson with spreadsheets

2 In re Cyber Litig., Inc., No. 20-12702, 2023 WL 6938144 (Bankr. D. Del. Oct. 19, 2023). That
opinion, issued in the adversary proceeding asserted against DDE Partners, LLC and other
defendants, will be referred to as the “DDE Opinion.”
3 Id. at *3.
Page 3 of 13

and pivot tables filled with forged sales and customers.4 Dawson used the
information contained within these files to calculate projected future growth and
annual recurring revenue for the debtor.5
As will be further described below, there is evidence in the record suggesting
that Dawson did take steps to reconcile apparent discrepancies in the business
records provided to him by Rogas, though it does not appear that he ever raised those
concerns with the Board. Dawson’s receipt of approximately $1.465 million in the
proceeds of the tender offer is not disputed.
Upon reviewing the summary judgment briefs, the Court’s reaction was that
the issue presented by the fraudulent conveyance issue was materially the same as

the one the Court decided in DDE. Dawson was not a party to that dispute and
therefore is not bound by the Court’s ruling. That said, the body of evidence regarding
the issuance of the tender offer was the same, and the Court did not see in Dawson’s
briefing either evidence or arguments that the Court had not already considered in
the DDE matter. With respect to the claims of fiduciary duty (and other common law
claims), however, the Court (from its review of the parties’ briefs) formed a
preliminary view that there appeared to be genuine issues of material fact that would

preclude the entry of summary judgment.

4 D.I. 36-3 at 87.
5 Id. at 87.
Page 4 of 13

The Court docketed a short letter to the parties setting forth these initial
reactions in the hopes that sharing these observations might inform how the parties
elected to proceed on the motions.6 Dawson responded with a letter indicating that
he did not intend to submit further briefing in response to the Court’s observations
but did request argument on the motion.7 The Court accordingly scheduled argument
for February 3, 2026.8 The plan trustee submitted a letter brief in advance of that
argument agreeing with the Court’s preliminary view that summary judgment should
be granted in its favor on the fraudulent conveyance claim and arguing that the
record also supported the entry of summary judgment on the common law claims.9
Analysis

Summary judgment is appropriate where “there is no genuine dispute as to
any material fact and the movant is entitled to judgment as a matter of law.”10 A
court must draw all reasonable inferences in the light most favorable to the non-
moving party but shall not make credibility determinations nor weigh the evidence.11

6 D.I. 41.
7 D.I. 45.
8 D.I. 46.
9 D.I. 47.
10 Fed. R. Civ. P. 56(a) (made applicable by Fed. R. Bankr. P. 7056).
11 Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986); Big Apple BMW, Inc. v. BMW of
N. Am., Inc., 974 F.2d 1358, 1363 (3d Cir. 1992).
Page 5 of 13

The role of the court is to assess the record evidence and determine whether it would
permit a reasonable finder of fact to rule in favor of the non-moving party.12
I. There is no genuine dispute of material fact regarding Dawson’s
liability for actual fraudulent transfers.
This Court’s DDE Opinion concludes that when an element of a federal claim
against a corporate entity depends on the imputation of the intent of a person to that
entity, federal law borrows from the state law under which that entity is organized
to determine whose intent should be imputed.13 The debtor was organized under the
laws of Delaware, so Delaware law provides the rule of decision with respect to
imputation. And there, the import of the Delaware Supreme Court decision in
Boardwalk Pipeline Partners (and the cases on which that court relied) is that for
decisions that require board approval, it is the intent of the majority of the board that
should be imputed to the corporation.14
The part of the DDE Opinion that was complicated was dealing with the fact

that on the undisputed factual record in this case, a majority of individual members
of the board lacked any intent to hinder, delay, or defraud creditors. They approved
the transaction because they believed, based on information provided to them by
Rogas, that the transaction was in the best interests of the company. But it was also
undisputed that Rogas had deceived them. Relying on the Court of Chancery’s

12 Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586-587 (1986).
13 DDE Opinion at *7-8.
14 Id. at *9 (citing Boardwalk Pipeline Partners, LP v. Bandera Master Fund LP, 288 A.3d
1083 (Del. 2022)).
Page 6 of 13

decision in Boomerang Tube, the district court’s opinion in Tribune, and the
bankruptcy court’s decision in Lyondell, this Court concluded that where one
corporate actor effectively “controls” another – whether through deception or
otherwise – it is the intent of the puppeteer, not the marionette, that is properly
imputed to the corporation.15
Dawson’s summary judgment opposition, while mentioning the Court’s opinion
in passing for a noncontroversial point, mostly just repeated the arguments that the
Court had considered and rejected in DDE. In substance, his argument was that so
long as the majority of the board acted without an intent to hinder, delay, or defraud
creditors, the transfer they approved cannot be a fraudulent conveyance. On this

reasoning, it makes no difference whether they had been tricked or otherwise
controlled by someone who did have such an intent.
At argument on the summary judgment motion, Dawson’s counsel stood by his
argument that this Court’s decision in DDE was wrongly decided. In support of that
proposition, he argued that the Second Circuit’s decision in Tribune (which affirmed
the district court opinion on which this Court relied) offered reasoning that was
inconsistent with this Court’s conclusion. For the reasons set forth below, this Court

is not persuaded by this argument and adheres to its prior decision in DDE.

15 Id. at *11-13 (citing In re Lyondell Chem. Co., 541 B.R. 172 (Bankr. S.D.N.Y 2015); In re
Tribune Co. Fraudulent Conveyance Litig., No. 11-md-2296, 2017 WL 82391 (S.D.N.Y. Jan.
6, 2017); Cleveland-Cliffs Burns Harbor LLC v. Boomerang Tube, LLC, No. 2022-0378, 2023
WL 56883982 (Del. Ch. Sept. 5, 2023)).
Page 7 of 13

Both the district court and the Second Circuit in Tribune found that if one actor
controls another, it is the act of the controlling actor that gets imputed. This Court
followed that same reasoning. In fleshing out what it means for one party to control
another, this Court suggested that when the first party’s deception is causally tied to
second party’s action, the first party can be said to have controlled the second party
with respect to that action.16
In Tribune, it appears that the trustee argued that the court should apply a
test of “proximate causation” that was viewed (in ways that are not at all clear) as
asking a different question from whether one party “controlled” another. The Second
Circuit rejected that argument, finding that the district court correctly applied a test

of “control.”17 Whatever difference the Second Circuit may have thought existed
between these standards, for purposes of this Court’s analysis they ask the same
substantive question. The issue is whether one party controlled another. How does
one tell the difference between one party “controlling” another and a circumstance in
which the second party has made an independent decision, simply influenced or
affected by the first party’s conduct? However the Second Circuit may think about
that question, in this Court’s view the touchstone is to ask whether the first party so

overcame the independent judgment of the second that the first party’s actions were

16 DDE Opinion at *10 (“The question thus becomes whether the ‘cause’ of the debtor’s
decision was, on the one hand, Rogas’ fraud, or, on the other, the independent decision made
by the innocent board members.”)
17 In re Tribune Co. Fraudulent Conveyance Litig., 10 F.4th 147, 161 (2d Cir. 2021).
Page 8 of 13

the proximate cause of the decision. Despite the Second Circuit’s rejection of the
“proximate cause” standard, this Court understands its emphasis on “control” to be
asking precisely the same substantive question that this Court applied in DDE.
Dawson is of course well within his rights to disagree with this Court’s decision
in DDE and to argue on appeal from this Court’s final judgment in this case that it is
wrongly decided. This Court, however, is not persuaded either that there is a
material difference between this case and DDE or that this Court erred in the
analysis it set forth there. The Court will accordingly grant partial summary
judgment in favor of the plaintiff on the fraudulent conveyance claim.
II. There is no genuine dispute of material fact that Dawson was an
officer who owed fiduciary duties to the company.
Under Delaware law, corporate directors and officers owe fiduciary duties to
the corporation they serve.18 The question thus becomes whether Dawson was, by
virtue of his position in the company, an “officer” who serves as a fiduciary. As

Dawson emphasizes, a title is not dispositive, and the analysis is more accurately
focused on responsibilities. Generally, an “officer” is one to whom the primary
functions of management are delegated.19

18 Guth v. Loft, Inc., 5 A.2d 503, 510 (Del. 1939); Anadarko Petrol. Corp. v. Panhandle E.
Corp., 545 A.2d 1171, 1174 (Del. 1988).
19 See, e.g., A. Sparks & L. Hamermesh, Common Law Duties of Non-Director Corporate
Officers, 48 Bus. Law. 215, 216 (1992) (“For purposes of determining whether fiduciary duties
attach, the scope of the term ‘officer’ seems to be a function of responsibilities. A title is not
dispositive.”); Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) (emphasizing the officer’s
functional role in assessing their fiduciary duties).
Page 9 of 13

Dawson held the position of Chief Revenue Officer.20 His contract defined his
responsibilities as “consistent with the position of Chief Revenue Officer.”21 Dawson
reported directly to Rogas.22 Dawson had many direct reports and hired numerous
individuals.23 Dawson made significant management and administrative decisions
regarding the areas of the business he oversaw, including how to structure the
business segments at a high level and where within the organization to place certain
individuals.24 He described his job as to “build the organization to succeed over time,
grow it and make it work.”25 Further, consistent with his officer position, Dawson’s
employment agreement contained indemnification under a directors’ and officers’
liability policy.26 Dawson was also held out to the public as an “Executive Officer” on

filings the debtor made with the SEC.27
While Dawson attempts to downplay the importance of his responsibilities,
stating he was “a glorified [executive vice president of] sales,” Dawson points to no
evidence suggesting that there is a genuine issue of material fact about whether he

20 D.I. 34-1 at 54-55.
21 D.I. 34-3 § 3.1.
22 D.I. 34-1 at 85; D.I. 34-3 § 2.1.
23 D.I. 36-3 at 85, 156 (“I just hired a lot of people.”).
24 Id. at 81-84 (describing Dawson’s job responsibilities and key decisions he made, including
“decid[ing] to keep [the channel sales side] separate from alliances” and “[bringing George
Bailey-Kirby] into [his] organization”).
25 Id. at 84.
26 D.I. 34-3 § 8.
27 D.I. 34-4.
Page 10 of 13

had the kinds of substantive responsibilities that would qualify him as an officer.28
On the record before the Court, there is no genuine issue of material fact that Dawson
was an “officer” who owed fiduciary duties. The Court will accordingly grant partial
summary judgment in the plaintiff’s favor on that issue.
III. There is a genuine dispute of material fact regarding whether
Dawson’s breach of his fiduciary duties.
Officers of Delaware corporations owe the same fiduciary duties as
directors: the duty of care and the duty of loyalty.29 The duty of care requires that
fiduciaries “act on an informed basis before making a business decision and … act
prudently in carrying out their responsibilities.”30 Courts analyze whether the
process leading to the relevant decision reflects “good faith consideration.”31 To show
a breach of the duty of care, a plaintiff must prove that the fiduciary was “grossly
negligent.”32 Gross negligence requires “reckless indifference to or a deliberate
disregard of the whole body of stockholders or actions which are without the bounds

of reason.”33 Generally, an officer must “use that amount of care which [an] ordinarily

28 D.I. 34-1 at 135.
29 Gantler v. Stephens, 965 A.2d 695, 708-709 n.36 (Del. 2009); see also In re Greater Southeast
Cmty. Hosp. Corp., 353 B.R. 324, 339 (Bankr. D.D.C. 2006) (“With respect to the obligation
of officers to their own corporation and its stockholders, there is nothing in any Delaware
case which suggests that the fiduciary duty owed is different in the slightest from that owed
by directors.”)
30 In re Nobilis Health Corp., 661 B.R. 891, 903 (Bankr. D. Del. 2024) (citation omitted).
31 Id. (citation omitted).
32 Id. (citation omitted).
33 Id. (citation omitted).
Page 11 of 13

careful and prudent [person] would use in similar circumstances” and make business
decisions by “consider[ing] all material information reasonably available.”34 “[D]uty
of care violations are rarely found.”35
The duty of loyalty requires that the fiduciaries “place the interests of the
corporation above their own interests.”36 To show a breach of the duty of loyalty, a
plaintiff must prove either that (1) “the defendants were conflicted and pursued their
own interests above those of the company” or (2) “the defendant failed to pursue the
best interests of the company in good faith.”37 The requirement to act in good faith is
a “subsidiary element” of the duty of loyalty.38
The trustee argues that Dawson gained personal knowledge of irregularities

and discrepancies in the debtor’s financial and customer data. The trustee points to
Dawson’s knowledge of the issues with the financial data and discrepancies in
spreadsheets provided by Rogas, to his awareness that the debtor could not identify
customers captured in the spreadsheet, and to the frustration among his team
members regarding the problems with the data. The trustee alleges that Dawson’s
failure to report these issues to the board amounted to gross negligence and thus a
breach of his fiduciary duties.

34 In re Walt Disney Co. Derivative Litig., 907 A.2d 693, 749 (Del. Ch. 2005).
35 Id. at 750.
36 Nobilis, 661 B.R. at 903 (citation omitted).
37 Id. (citation omitted).
38 Stone v. Ritter, 911 A.2d 362, 370 (Del. 2006).
Page 12 of 13

In his defense, Dawson points to numerous examples of his acting in good faith
trying to resolve the issues, as a reasonable person would. Dawson testified at his
deposition that he repeatedly attempted to get to the bottom of the data discrepancy
issues and sort out the customer matching problem.39 To that end, Dawson testified
that he raised concerns about the issues every month.40 Dawson said that he was led
to believe that the data issues were the result of a “data problem.”41 As Dawson
describes it, Rogas told Dawson that, over three years, three different technical people
were trying to solve the problem.42 Dawson asserts that he followed up with Rogas
about the issue month after month.43 Getting nowhere with Rogas, Dawson says that
he reached out to his peers, including the individuals who led coding at the debtor.44

When this also turned up no answers, Dawson testified that he hired “Anthony
[Renzulli] to fix [the] data problem” and in fact specifically “created [Mr. Renzulli’s]
position so [Renzulli] could find the data that the [technology team] couldn’t.”45
The Court concludes that this record evidence is sufficient to create a genuine
issue of material fact. Otherwise put, a reasonable finder of fact could credit
Dawson’s testimony and thus conclude that Dawson had not acted with gross

39 D.I. 36-3 at 95-97.
40 Id. at 95-96.
41 Id. at 148-149.
42 Id. at 149.
43 Id. at 200.
44 D.I. 36-3 at 109-110.
45 Id. at 99-100.
In re Cyber Litig. Inc., 20-12702; Drivetrain LLC v. Dawson, Adv. Proc. No. 24-50177
February 9, 2026
Page 18 of 13
negligence in the discharge of his fiduciary duties. For that reason, the motion for
summary judgment will be denied with respect to the breach of fiduciary duty and
other common law claims.
Conclusion
For the foregoing reasons, the motion will be granted in part and denied in
part. The parties are directed to settle an appropriate order.

Sincerely,

Craig T. Goldblatt
United States Bankruptcy Judge

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11252893. Public record. Not legal advice.