Preview
FILED
7/13/2022 3:37 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Margaret Thomas DEPUTY
N0. DC-22-06943
DR. GARY S. DONOVITZ, 1N THE DISTRICT COURT
Plaintiff,
V.
COOLEY LLP, MARY ELIZABETH OF DALLAS COUNTY, TEXAS
CONLON, MARC D. BEER, TERESA S.
WEBER, STEVEN J. HEYER,
HAYMAKER SPONSOR III LLC,
Defendants.
162ml JUDICIAL DISTRICT
CORRECTED MOTON TO SEAL COURT RECORDS
Pursuant to Rule 76a of the Texas Rules of Civil Procedure, Plaintiff Dr. Gary S. Donovitz
(the “Donovitz”) files this motion to seal certain court records in this matter, and respectfully
shows the court the following:
I.
BACKGROUND
1. This action arises out of Defendants Cooley LLP (“Cooley”), Mary Elizabeth
Conlon (“Conlon”), Marc. D. Beer (“Beer”), Teresa S. Weber (“Weber” and, collectively with
Conlon and Beer, the “Executive Defendants”), Steven J. Heyer, (“Heyer”), Haymaker Sponsor
LLC (the “Sponsor”), and together with Steven Heyer and Sponsor, the “Haymaker Defendants”)
scheme to deceive Plaintiff into giving up control of the revolutionary hormone-therapy company
he built, so that its enterprise value could be siphoned to enrich disloyal executives and private-
equity opportunists in an ill-fated “SPAC” transaction. To effect this scheme, Plaintiffs own
fiduciaries—including lawyers—lied repeatedly about the evolving terms of a deteriorating deal,
including the pre-merger and post-merger roles that Plaintiff and other key executives would
occupy. Together with the Haymaker Defendants (serial SPAC sponsors hoping to extract a “quick
buck” after their original public shareholders fled the proposed merger), Cooley and the Executive
Defendants convened secret meetings, made coordinated misrepresentations, and concealed
material information from Plaintiff to coax him to execute a Power of Attorney so they could affix
his signature to documents finalizing a rickety, fraught public offering. As soon as the deal closed,
Defendants jettisoned Dr. Donovitz and canceled the medical trainings—Vital to patient safety—
that Donovitz was slated to teach. Defendants’ misconduct has already harmed both shareholders
and the public, especially hormone-therapy patients, who have begun reporting serious
complications.
2. On June 23, 2022, Plaintiff filed with the Court a redacted Petition that potentially
contained confidential information arising out of a broad confidentiality provision in a Founder
Advisory Agreement which Plaintiff alleges that he was fraudulently induced to sign as part of the
above-referenced, disputed SPAC transactions. This provision purports to prohibit Plaintiff from,
among other things, disclosing information relating to corporate matters, operations, plans,
negotiations, trade secrets, know-how, theories, techniques, procedures, processes, strategies,
methods, systems, designs, and all information concerning, financiers, partners, joint-ventures,
alliances, affiliates, customers, suppliers, service providers, consultants, advisers, development
models.
3. Although Plaintiff takes the position that the Founder Advisory Agreement was
fraudulently induced and is therefore void, Plaintiff has made best efforts to honor its provisions
pending adjudication of this matter by redacting relevant portions of Plaintiff s Petition. Plaintiff
hereby moves to file the unredacted complaint under seal.
PLAINTIFF’S MOTION To SEAL COURT RECORDS
ARGUMENT
4. A court may seal court records if there is a specific, serious, and substantial interest
in sealing the record that clearly outweighs: (1) the presumption of openness; and (2) any probable
adverse effect on the general public health or safety.1
5. Here, Plaintiff seeks to comply with his purported contractual obligations by
redacting and sealing allegations, including excerpts of nonpublic documents, which are colorably
subject to nondisclosure provisions of a disputed contract. Sealing the documents would have no
2
probable adverse effect on public health or safety.
6. In addition, there are no less restrictive means other than the sealing of court records
and/or redacting potential confidential information that will adequately and effectively protect the
special interest asserted in maintaining the confidentiality of information subject to the Founder
Advisory Agreement.3 There is no other way for the parties to fully inform the Court of the facts
of this case while complying with the terms of the Founder Advisory Agreement.
7. Contemporaneous with the filing of this Motion, Plaintiff filed a notice of hearing
with the court, as required by Rule 76a(3).
8. Contemporaneous with the filing of this Motion, Plaintiff filed a request to post a
public notice of the hearing with the clerk of the court, and once posted, Plaintiff will file a verified
copy of the public notice of hearing with the clerk of the court, and with the clerk of the Texas
Supreme Court, as required by Rule 76a(3).
PRAYER
See Tex. R. Civ. P. 76a(1)(a); See also Hillwood Inv. Properties III, Ltd v. Radical Mavericks Mgmt., LLC,
1
No. 05-11-01470-CV, 2014 WL 4294968 (Tex. App—Dallas Aug. 21, 2014, no pet.)
2
See Tex. R. Civ. P. 76a(l)(a).
3
See Tex. R. Civ. P. 76a(l)(b).
PLAINTIFF’S MOTION To SEAL COURT RECORDS
9. Therefore, Plaintiff respectfully requests this court seal the unredacted petition in
this case to protect the confidentiality the parties bargained for in the Founder Advisory
Agreement.
Dated: July 13, 2022 Respectfully submitted,
BREWER, ATTORNEYS &
COUNSELORS
By: /s/ William A. Brewer III
William A. Brewer III
State Bar No. 02967035
Nicholas Gibson
State Bar No. 24118749
wab@brewerattorneys.com
nrg@brewerattomeys.com
1717 Main Street, Suite 5900
Dallas, Texas 75201
Telephone: (214) 653-4000
Facsimile: (214) 653-1015
ATTORNEYS FOR DR. GARY S.
DONOVITZ
PLAINTIFF’S MOTION To SEAL COURT RECORDS
Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Beatrice Candis on behalf of William Brewer |||
Bar No. 2967035
bac@brewerattorneys.com
Envelope ID: 66289470
Status as of 7/13/2022 3:53 PM CST
Case Contacts
Name BarNumber Email TimestampSubmitted Status
Victor Rodriguez vgr@brewerattorneys.com 7/13/2022 3:37:19 PM SENT
William ABrewer |l| wab@brewerattorneys.com 7/13/2022 3:37:19 PM SENT
Copy Center CopyCenter@brewerattorneys.com 7/13/2022 3:37:19 PM SENT
Nick Gibson nrg@brewerattorneys.com 7/13/2022 3:37:19 PM SENT
Tana McDonald tam@brewerattorneys.com 7/13/2022 3:37:19 PM SENT
Scott Siegel sds@brewerattorneys.com 7/13/2022 3:37:19 PM SENT
Alyssa Fioretti alf@brewerattorneys.com 7/13/2022 3:37:19 PM SENT
beatrice candis bac@brewerattorneys.com 7/13/2022 3:37:19 PM SENT
Docket Center docketing_group@brewerattorneys.com 7/13/2022 3:37:19 PM SENT
Preview
FILED 7/13/2022 3:37 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Margaret Thomas DEPUTY N0. DC-22-06943 DR. GARY S. DONOVITZ, 1N THE DISTRICT COURT Plaintiff, V. COOLEY LLP, MARY ELIZABETH OF DALLAS COUNTY, TEXAS CONLON, MARC D. BEER, TERESA S. WEBER, STEVEN J. HEYER, HAYMAKER SPONSOR III LLC, Defendants. 162ml JUDICIAL DISTRICT CORRECTED MOTON TO SEAL COURT RECORDS Pursuant to Rule 76a of the Texas Rules of Civil Procedure, Plaintiff Dr. Gary S. Donovitz (the “Donovitz”) files this motion to seal certain court records in this matter, and respectfully shows the court the following: I. BACKGROUND 1. This action arises out of Defendants Cooley LLP (“Cooley”), Mary Elizabeth Conlon (“Conlon”), Marc. D. Beer (“Beer”), Teresa S. Weber (“Weber” and, collectively with Conlon and Beer, the “Executive Defendants”), Steven J. Heyer, (“Heyer”), Haymaker Sponsor LLC (the “Sponsor”), and together with Steven Heyer and Sponsor, the “Haymaker Defendants”) scheme to deceive Plaintiff into giving up control of the revolutionary hormone-therapy company he built, so that its enterprise value could be siphoned to enrich disloyal executives and private- equity opportunists in an ill-fated “SPAC” transaction. To effect this scheme, Plaintiffs own fiduciaries—including lawyers—lied repeatedly about the evolving terms of a deteriorating deal, including the pre-merger and post-merger roles that Plaintiff and other key executives would occupy. Together with the Haymaker Defendants (serial SPAC sponsors hoping to extract a “quick buck” after their original public shareholders fled the proposed merger), Cooley and the Executive Defendants convened secret meetings, made coordinated misrepresentations, and concealed material information from Plaintiff to coax him to execute a Power of Attorney so they could affix his signature to documents finalizing a rickety, fraught public offering. As soon as the deal closed, Defendants jettisoned Dr. Donovitz and canceled the medical trainings—Vital to patient safety— that Donovitz was slated to teach. Defendants’ misconduct has already harmed both shareholders and the public, especially hormone-therapy patients, who have begun reporting serious complications. 2. On June 23, 2022, Plaintiff filed with the Court a redacted Petition that potentially contained confidential information arising out of a broad confidentiality provision in a Founder Advisory Agreement which Plaintiff alleges that he was fraudulently induced to sign as part of the above-referenced, disputed SPAC transactions. This provision purports to prohibit Plaintiff from, among other things, disclosing information relating to corporate matters, operations, plans, negotiations, trade secrets, know-how, theories, techniques, procedures, processes, strategies, methods, systems, designs, and all information concerning, financiers, partners, joint-ventures, alliances, affiliates, customers, suppliers, service providers, consultants, advisers, development models. 3. Although Plaintiff takes the position that the Founder Advisory Agreement was fraudulently induced and is therefore void, Plaintiff has made best efforts to honor its provisions pending adjudication of this matter by redacting relevant portions of Plaintiff s Petition. Plaintiff hereby moves to file the unredacted complaint under seal. PLAINTIFF’S MOTION To SEAL COURT RECORDS ARGUMENT 4. A court may seal court records if there is a specific, serious, and substantial interest in sealing the record that clearly outweighs: (1) the presumption of openness; and (2) any probable adverse effect on the general public health or safety.1 5. Here, Plaintiff seeks to comply with his purported contractual obligations by redacting and sealing allegations, including excerpts of nonpublic documents, which are colorably subject to nondisclosure provisions of a disputed contract. Sealing the documents would have no 2 probable adverse effect on public health or safety. 6. In addition, there are no less restrictive means other than the sealing of court records and/or redacting potential confidential information that will adequately and effectively protect the special interest asserted in maintaining the confidentiality of information subject to the Founder Advisory Agreement.3 There is no other way for the parties to fully inform the Court of the facts of this case while complying with the terms of the Founder Advisory Agreement. 7. Contemporaneous with the filing of this Motion, Plaintiff filed a notice of hearing with the court, as required by Rule 76a(3). 8. Contemporaneous with the filing of this Motion, Plaintiff filed a request to post a public notice of the hearing with the clerk of the court, and once posted, Plaintiff will file a verified copy of the public notice of hearing with the clerk of the court, and with the clerk of the Texas Supreme Court, as required by Rule 76a(3). PRAYER See Tex. R. Civ. P. 76a(1)(a); See also Hillwood Inv. Properties III, Ltd v. Radical Mavericks Mgmt., LLC, 1 No. 05-11-01470-CV, 2014 WL 4294968 (Tex. App—Dallas Aug. 21, 2014, no pet.) 2 See Tex. R. Civ. P. 76a(l)(a). 3 See Tex. R. Civ. P. 76a(l)(b). PLAINTIFF’S MOTION To SEAL COURT RECORDS 9. Therefore, Plaintiff respectfully requests this court seal the unredacted petition in this case to protect the confidentiality the parties bargained for in the Founder Advisory Agreement. Dated: July 13, 2022 Respectfully submitted, BREWER, ATTORNEYS & COUNSELORS By: /s/ William A. Brewer III William A. Brewer III State Bar No. 02967035 Nicholas Gibson State Bar No. 24118749 wab@brewerattorneys.com nrg@brewerattomeys.com 1717 Main Street, Suite 5900 Dallas, Texas 75201 Telephone: (214) 653-4000 Facsimile: (214) 653-1015 ATTORNEYS FOR DR. GARY S. DONOVITZ PLAINTIFF’S MOTION To SEAL COURT RECORDS Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules. Beatrice Candis on behalf of William Brewer ||| Bar No. 2967035 bac@brewerattorneys.com Envelope ID: 66289470 Status as of 7/13/2022 3:53 PM CST Case Contacts Name BarNumber Email TimestampSubmitted Status Victor Rodriguez vgr@brewerattorneys.com 7/13/2022 3:37:19 PM SENT William ABrewer |l| wab@brewerattorneys.com 7/13/2022 3:37:19 PM SENT Copy Center CopyCenter@brewerattorneys.com 7/13/2022 3:37:19 PM SENT Nick Gibson nrg@brewerattorneys.com 7/13/2022 3:37:19 PM SENT Tana McDonald tam@brewerattorneys.com 7/13/2022 3:37:19 PM SENT Scott Siegel sds@brewerattorneys.com 7/13/2022 3:37:19 PM SENT Alyssa Fioretti alf@brewerattorneys.com 7/13/2022 3:37:19 PM SENT beatrice candis bac@brewerattorneys.com 7/13/2022 3:37:19 PM SENT Docket Center docketing_group@brewerattorneys.com 7/13/2022 3:37:19 PM SENT