Novack v. GSI Commerce Inc. et al. GSI Commerce Inc. acquired flash sales retailer Rue La La in 2009 for a combination of an upfront payment and an earnout. This case stemmed from a subsequent 2011 transaction in which eBay Inc. acquired GSI. Certain GSI subsidiaries, including Rue La La, were simultaneously sold to GSI's founder and CEO Michael Rubin. The plaintiff, representing the former shareholders of Rue La La, alleged that GSI, Mr. Rubin, and eBay intentionally undervalued Rue La La to avoid paying a portion of the earnout that the former shareholders could be due under a change-in-control provision. The plaintiff's expert filed a report suggesting that the value of Rue La La as of the date of the 2011 transaction was substantially higher than what Mr. Rubin paid.

What is the central claim in the Novack v. GSI Commerce Inc. et al.