IN THE SUPREME COURT OF THE STATE OF DELAWARE

LEHMAN BROTHERS HOLDINGS § INC., § § No. 174, 2014 Plaintiff-Below, § Appellant, § Court Below: Court of § Chancery of the State of v. § Delaware § SPANISH BROADCASTING § Consol. C.A. No. 8321-VCG SYSTEM, INC., § § Defendant-Below, § Appellee. §

Submitted: December 10, 2014 Decided: December 11, 2014

Before STRINE, Chief Justice; HOLLAND, RIDGELY, and VAUGHN, Justices; SILVERMAN, Judge, constituting the Court en Banc.

ORDER

In this appeal, the plaintiff and appellant, Lehman Brothers Holdings, Inc.,

argues that the Court of Chancery erred in finding that the doctrine of acquiescence

barred its claims. The defendant and appellee, Spanish Broadcasting System, Inc.,

argues that the Court of Chancery was correct in dismissing Lehman’s claims, and

also urges alternative grounds of affirmance, including that the doctrine of laches

bars the claims, and that the underlying Certificate of Designation cannot

 Sitting by designation under Del. Const. art. IV, § 12. 1 reasonably be read in a manner that expands the scope of preferential rights given

to preferred stockholders like Lehman.

We have carefully considered the arguments of the parties and find no error

in the Court of Chancery’s determination that acquiescence barred Lehman’s

claims, given the undisputed facts of record.1 We therefore affirm that

determination substantially for the reasons stated in the Court of Chancery’s

decision of February 25, 2014. In so affirming, however, we do not imply any

agreement or disagreement with the Court of Chancery’s determination that the

doctrine of laches itself did not bar Lehman from proceeding. Because the Court

of Chancery did not err in applying the theory it did, we need not and do not reach

that issue or Spanish Broadcasting System’s other asserted bases for affirmance,

including its argument that the plaintiffs’ contract claim is substantively without

merit.

For these reasons, the judgment of the Court of Chancery is AFFIRMED. IT

IS SO ORDERED.

BY THE COURT:

/s/ Leo E. Strine, Jr. Chief Justice

1 Lehman Brothers Holdings Inc. and T. Rowe Price High Yield Fund, Inc. v. Spanish Broadcasting System, Inc., Consol. C.A. No. 8321 (Del. Ch. Feb. 25, 2014). 2