This Week in Chancery Court: Musk, WWE, Paramount, Trump Media

July 29, 2024, 9:00 AM UTC

Elon Musk and the investor who sued to invalidate his $56 billion Tesla Inc. pay deal are back in the Delaware Chancery Court this week to argue over a shareholder vote re-approving the largest-ever CEO compensation package.

Two Trump Media-related lawsuits and Paramount Global’s merger with David Ellison’s Skydance Media, as well as WWE’s merger with UFC, also are the court’s calendar this week:

Monday: ARC Glob. Inv. II LLC v Digit. World Acquisition Corp., Del. Ch., No. 2024-0186, trial 7/29/24.

At issue: Digital World Acquisition Corp., a special purpose acquisition company that merged with Trump Media & Technology Group Corp., now goes 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 contends the ratio should be 1.34 to one. Vice Chancellor Lori Will presides over the one-day trial on the case’s paper record.

Court action: The one-day trial is being held in Wilmington, Del.

Why Trump’s Social Media Firm Is Awash in Legal Cases: QuickTake

Tuesday: Camac Fund LP v. Wagner, Del. Ch., No. 2023-0817, settlement hearing 7/30/24.

At issue: In April, Vice Chancellor Morgan T. Zurn denied a motion by Forte Biosciences Inc. directors to dismiss allegations that they sought to keep their seats by adopting a corporate poison pill, expanding the company’s board, and placing stock with friendly investors. Under a settlement proposed in June, the Forte board will be expanded to nine seats, with one incumbent resigning and two directors to be selected by Camac Fund LP from a list of five candidates identified by Forte. The board will form a committee, including the Camac nominees, to evaluate “strategic alternatives for the company.” Forte also agreed to reimburse Camac for $364,000 in expenses. Camac’s attorneys seek $1.7 million for legal fees and expenses, including a $25,000 incentive award for the hedge fund, according to a brief. Zurn must finalize the settlement.

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

Forte Bio Board Ordered to Face White Squire, Poison Pill Case

Tuesday: In re World Wrestling Ent. Inc. Merger Litig., Del. Ch., No. 2023-1166, hearing 7/30/24.

At issue: A pension fund sued Vince McMahon and other senior leaders of World Wrestling Entertainment Inc. in November, challenging its $21.4 billion merger with Ultimate Fighting Championship, the mixed martial arts giant owned by media and talent conglomerate Endeavor Group Holdings Inc. With similar lawsuits subsequently filed and consolidated with the original case, Vice Chancellor J. Travis Laster now must decide which plaintiff and counsel will take the lead.

Court action: A hearing to establish the leadership structure will be held in Wilmington, Del.

WWE-UFC Merger Challenged in Suit Against McMahon, Triple H (1)

Tuesday: Newbold v. McCaw, Del. Ch., No. 2022-0439, settlement hearing 7/30/24.

At issue: An Astra Space investor sued billionaire Craig McCaw and other backers of its 2021 reverse merger with a blank-check company that took the private space cargo business public in a deal valuing it at $2 billion. The lawsuit alleged they didn’t do any “meaningful diligence” ahead of the transaction and then continued with it after last-minute changes at Astra that the investor said undermined the deal. Under a settlement proposed in April, McCaw and other backers of the deal have agreed to pay $16.5 million to resolve the litigation. The investor’s attorneys seek a fee award of $2.2 million, along with a $2,500 incentive award for their client, according to a brief. Vice Chancellor Lori Will must finalize the settlement.

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

Craig McCaw, Astra Space SPAC Deal Sponsors Face Investor Suit

Wednesday: Leon v. Orlando, Del. Ch., No. 2024-0311, bench ruling 7/31/24.

At issue: This lawsuit is one of a handful of Chancery Court cases that challenged the merger of former President Donald Trump’s Truth Social media platform with a shell company, making it a publicly-traded corporation. While it doesn’t directly involve Trump, this case targeted Patrick Orlando, who controlled the entity formed to sponsor the merger. He was also the first chairman and CEO of Digital World Acquisition Corp., the special purpose acquisition company that combined with Trump Media & Technology Group Corp. Will is scheduled to deliver a bench ruling on a motion to dismiss the lawsuit.

Court action: Will delivers a bench ruling via teleconference.

Trump Media Stock Sale Restriction Justifies Bond, Judge Says

Wednesday: Advent Int’l Corp. v. Servicios Funerarios GG SA de CV, Del. Ch., No. 2023-0647, hearing 7/31/24.

At issue: Will ruled in June that private equity firm Advent International Corp.'s claims against the buyers of Mexican funeral service provider Gayosso may proceed in Delaware amid a separate federal lawsuit in Massachusetts and a civil action in Mexico. Will has scheduled a teleconference to discuss the parties’ agreement to jointly request that the Mexican civil action be suspended. “I find it difficult to understand why the suspension could not have been sought weeks ago,” Will said in a letter to the attorneys in the case.

Court action: Will is scheduled to conduct the hearing via teleconference.

Advent Attempts to Keep Mexican Funeral Chain Fight in Delaware

Friday: State of Rhode Island Off. of the Treasurer v. Paramount Glob., Del Ch., No. 2024-0457, bench ruling 8/2/24.

At issue: The Employees’ Retirement System of Rhode Island took its demand for internal Paramount files related to the Skydance merger to trial on July 24. Paramount argues the pension fund’s demand was overly broad, and it wasn’t entitled to the documents. Magistrate Selina Molina now is scheduled to make a ruling on the matter.

Court action: Molina will deliver her ruling via teleconference.

Paramount Investor Asks Judge for Access to Merger Documents (1)

Friday: Tornetta v. Musk, Del. Ch., No. 2018-0408, hearing 8/2/24.

At issue: A shareholder vote re-approving Elon Musk’s $56 billion Tesla Inc. pay package will be the subject of a hearing before the judge who invalidated the compensation deal. The hearing follows arguments July 8 over a bid for a roughly $7 billion payout for the attorneys who won the case. Musk and Tesla want Chancellor Kathaleen St. Jude McCormick to reinstate the pay package, saying the June 13 shareholder vote retroactively ratified the deal.

Court action: McCormick will hold the hearing in Wilmington, Del.

Musk Pay Judge Allows Scholar’s Brief Despite Tesla Protest

Learn more about Bloomberg Law or Log In to keep reading:

See Breaking News in Context

Bloomberg Law provides trusted coverage of current events enhanced with legal analysis.

Already a subscriber?

Log in to keep reading or access research tools and resources.