This Week in Chancery Court: Moelis & Co., Amazon, Trump SPAC

One of the lawsuits involving the merger of former President Donald Trump’s media company is set for oral argument and a pre-trial conference at the Delaware Chancery Court.

A look at that and what else is on the court’s calendar this week:

Monday: ARC Glob. Inv. II LLC v Digit. World Acquisition Corp., Del. Ch., No. 2024-0186, oral argument 7/15/24.

At issue: Digital World Acquisition Corp., a special purpose acquisition company that merged with Trump Media & Technology Group Corp., is preparing to go to trial over sponsor ARC Global Investments LLC’s demand that its founders’ shares be converted to common stock at a ratio of 1.81 to one. Digital World filed a cross-motion for partial summary judgment and is asking Vice Chancellor Lori W. Will to compel ARC to produce some documents, while ARC wants a protective order from the court. The companies will appear before Will again on Thursday for a pre-trial conference.

Court action: An oral argument will be held via phone on Monday and a pre-trial conference will be held via phone on Thursday.

Trump’s $4 Billion SPAC Deal Hit by Wave of Lawsuits Over Shares

Tuesday: In re GGP, Inc. Stockholder Litigation, Del. Ch., 2018-0267, settlement hearing 7/16/24.

At issue: GGP Inc. and a shareholder will hash out an agreement in a settlement hearing to end litigation over the shopping mall operator’s multi-billion dollar sale to Brookfield Property Partners LP. The shareholder tried to block the deal, accusing GGP of breaching its fiduciary duties to investors.

Court action: A settlement hearing will be held in Wilmington, Del.

GGP, Brookfield Deal Challenged by Mall Owner’s Investors

Thursday: Durling v. Callon Petroleum Co., Del. Ch., 2024-0203, hearing 7/18/24.

At issue: Callon Petroleum Co. is wrapping up an investor lawsuit that aims to keep shareholders from voting on a planned $4.5 billion sale to APA Corp., another oil and gas company. The investor voluntarily dismissed his claims in April, but the court has yet to determine attorney’s fees and reimbursement of expenses.

Court action: A hearing will be held via Zoom.

Callon Investor Sues to Halt Vote on $4.5 Billion Sale to APA

Thursday: Roberta Ann K.W. Wong Leung Revocable Tr. v. Amazon.com Inc., Del. Ch., No. 2023-1251, oral argument 7/18/24.

At issue: Amazon is defending against an investor lawsuit brought after a Federal Trade Commission case claimed the e-commerce giant coerced sellers to use its logistics services and drove up prices. The investor wants to investigate whether Amazon sought to hamper the FTC’s probe.

Court action: An oral argument will be held in Wilmington, Del.

Amazon’s Antitrust Scandals Targeted by Shareholder Lawsuit

Thursday: W. Palm Beach Firefighters’ Pension Fund v. Moelis & Co., Del. Ch., No. 2023-0309, hearing 7/18/24.

At issue: The attorneys involved in a first-of-its-kind decision that invalidated most of an agreement between investment bank Moelis & Co. and billionaire founder Kenneth Moelis are now arguing over a $6 million fee application from the plaintiffs’ counsel. The company says the fee award “should range between $450,000 and $600,000,” if the court decides an award is warranted, according to a brief. The pension fund that brought the litigation said in its own brief that the work that resulted in a landmark decision merits a substantial payday. The February ruling was the first to grapple with a wave of shareholder pacts giving extensive veto rights to early investors. Vice Chancellor J. Travis Laster’s decision led to an outcry among corporate lawyers concerned that it injects too much uncertainty into Delaware corporate practices.

Court action: A hearing on the motion for attorneys’ fees and expenses will be held in Wilmington, Del.

Stockholder Pacts Get New Guidance 3 Months After Moelis Ruling