The allegations read: On august 17, 2023, a purported stockholder of agm filed a shareholder derivative complaint in the court of chancery of the state of delaware against current agm directors marc rowan, scott kleinman, james zelter, alvin krongard, michael ducey, and pauline richards, apollo former managing partners and former agm directors leon black and joshua harris, and, as a nominal defendant, agm. The complaint is captioned anguilla social security board vs. Black et al., c.a. No. 2023-0846-jtl and challenges the $570 million payments being made to the former managing partners and contributing partners in connection with transactions relating to the tax receivables agreement (the "tra") and the elimination of the up-c structure that was in place prior to apollo's merger with athene. As previously disclosed in apollo's sec filings, this purported stockholder previously had sought and received documents relating to the transaction pursuant to section 220 of the delaware general corporation law. The derivative complaint alleges that the challenged payments amount to corporate waste, that the former managing partners and contributing partners received payments in connection with the corporate recapitalization that exceed fair value and therefore breached their fiduciary duties, and that the independent conflicts committee of the aam board of directors (which then-consisted of krongard, ducey, and richards) that negotiated the challenged transactions breached their fiduciary duties. The complaint alleges that pre-suit demand was futile because a majority of agm's board is either not independent from the former managing partners or faces a substantial likelihood of liability in light of the challenges to the transaction. The complaint seeks, among other things, declaratory relief, unspecified monetary damages, interest, restitution, disgorgement, injunctive relief, costs, and attorneys' fees
