Delaware Court Rejects Claims Against Trump Media

The Delaware Court of Chancery issued a decision dismissing all claims brought in United Atlantic Ventures, LLC v. Trump Media and Technology Group Corp., et al. Trump Media is the parent of Truth Social.

Sidley notes that the opinion did not address whether the action should be stayed on grounds of presidential immunity. The court found the complaint deficient on independent legal bases.

The ruling confines the scope of challenges that minority shareholders may bring when contesting post-merger restrictions affecting their equity.

The dispute arose from a 2021 consulting agreement through which United Atlantic Ventures (UAV) received an ownership interest in the entity that would become Trump Media and Technology Group (TMTG) in exchange for assistance locating a SPAC partner.

The relationship between UAV and Trump deteriorated while the merger with Digital World Acquisition Corp. (DWAC) was delayed. Litigation proceeded in both Delaware and Florida. After Digital World adopted a new lock-up provision in early 2024, UAV amended its Delaware complaint to focus on that restriction.

While briefing on a requested stay based on presidential immunity was underway, the Delaware court turned to the sufficiency of the amended claims.

The court dismissed with prejudice the counts challenging the lock-up, concluding that Digital World’s Second Amended Charter had been validly adopted before UAV received its shares, and that the lock-up furthered a legitimate business purpose under Delaware law.

Allegations that the boards of TMTG and DWAC acted with retaliatory intent were rejected because the court found no well-pled facts supporting those theories. Two remaining claims under the consulting agreement were dismissed without prejudice due to a forum-selection clause requiring litigation in Florida.

For lawyers assessing post-merger disputes, the decision illustrates the importance of pleading concrete facts rather than relying on adverse economic effects or inferred motives. It also shows that jurisdictional and contractual provisions may determine where related controversies must proceed.