Wolfgang Muller Seeks Dismissal of OSOM Derivative Lawsuit in Delaware Chancery Court
On Tuesday, June 3, 2025, Wolfgang Muller filed an opening brief in support of his motion to dismiss a derivative lawsuit initiated by Mary Ross, a former executive and shareholder of OSOM Products, Inc., in the Delaware Court of Chancery.
The lawsuit, brought derivatively on behalf of OSOM, alleges that Muller, along with defendants Jason Keats, Emmett Hollyer, Anatoly Yakovenko, and Solana Labs, Inc., breached their fiduciary duties in connection with company operations from 2021 to 2024.
Muller’s brief seeks dismissal of the Verified Second Amended Stockholder Derivative Complaint under Court of Chancery Rule 12(b)(6), arguing that the claims against him lack sufficient factual basis.
The complaint focuses on three primary allegations against Muller, who served as a director and Chief Marketing Officer at OSOM, a smartphone startup founded by Keats in 2020. First, it claims Muller breached his fiduciary duties in relation to a stock repurchase agreement with Solana Labs, termed the Labs Exit Transaction, completed on June 10, 2024. Muller’s brief asserts he had no role in this transaction, having been excluded from negotiations and removed from the board by Keats on May 27, 2024, after expressing objections to the deal’s impact on OSOM and its common stockholders.
Second, the lawsuit alleges Muller allowed Keats to sell Solana cryptocurrency tokens (SOL Tokens) without required approvals, purportedly violating OSOM’s Amended Charter and Investors’ Rights Agreement. The brief argues that the complaint misinterprets the charter, which does not restrict SOL Token sales as claimed, and notes that Keats’ sales were unauthorized by the board, making them ultra vires. It further states that no specific actions by Muller are alleged to have facilitated these sales.
Third, the complaint raises a Caremark claim, asserting Muller failed to oversee Keats’ spending, particularly on racing sponsorships, and the handling of SOL Tokens. Muller’s brief counters that OSOM maintained robust financial systems, including ledgers and a SOL Token tracking log, managed by Director of Finance Shenghang Zhang. It highlights Muller’s actions in late 2023, when he raised concerns about Keats’ expenditures, prompting an investigation with Labs’ board designee, Emmett Hollyer. The brief argues that infrequent board meetings and Muller’s early opposition to racing sponsorships in 2021 do not meet Delaware’s standard for oversight liability, which requires evidence of bad faith or gross negligence.
OSOM, initially focused on privacy-focused smartphones, shifted to developing the Solana Saga smartphone following Solana Labs’ 2022 investment. Muller, who invested $750,000 for a board seat, was sidelined by Keats, who controlled key decisions with the C-suite.
The brief cites Delaware precedents, such as In re Cornerstone Therapeutics and In re Caremark, to argue that Muller is exculpated from duty of care breaches under OSOM’s charter and that the complaint fails to establish disloyalty or bad faith. The brief requests dismissal with prejudice, asserting no viable claim exists against Muller.
Please contact BlockTribune for access to a copy of this filing.
