WILMINGTON, Delaware, Sept 17 (Reuters) -
Trump Media & Technology Group Corp ( DJT ) breached an
agreement with Patrick Orlando's ARC Global and was ordered to
deliver to the group a larger portion of stock in the company, a
Delaware judge said in an opinion published on Tuesday.
Vice Chancellor Lori Will found after a one-day trial
that the blank check company that merged with Trump Media ( DJT ) and
took it public had breached its contract with the ARC investment
vehicle. As a result, ARC was being shortchanged stock in Trump
Media ( DJT ) , according to Will.
However, Will ruled against ARC on its claims that the
directors of the blank check company, Digital World Acquisition
Corp, breached their fiduciary duty to ARC.
TMTG and Orlando did not immediately respond to requests
for comment.
Shares of TMTG were down 4.2% in early Tuesday trading
at $16.54.
Orlando had been the chief executive of DWAC when it
struck a deal to merge with TMTG, although
he was ousted
before the deal closed this year and TMTG became a public
company.
ARC sued earlier this year alleging it was being
shortchanged stock in a public TMTG.
ARC owned Class B stock in DWAC that was to convert to
Class A stock when the TMTG deal closed.
ARC wanted a conversion ratio of 1.8178 for each Class B
share while TMTG argued the ratio should be 1.3481. Will settled
on 1.4911.
"What should have been a straightforward exercise in
contract interpretation and math was obscured by the parties'
injection of other issues," Will said in her opinion.
A lock-up period allowing ARC and Trump to sell their
stock is set to expire on Thursday, according to Will's opinion.
Trump
said last week
he did not want to sell his stock, sending shares of TMTG
higher on Friday.
Orlando
was sued
by the Securities and Exchange Commission in July for
securities fraud because he failed to disclose that DWAC had a
plan to merge with TMTG when DWAC went public.
TMTG has been embroiled in several lawsuits over stakes in
the company, including a legal battle with two cofounders of
Truth Social, Andy Litinsky and Wesley Moss.
Trump, the former president and Republican candidate for
the White House, owns about 57% of Trump Media ( DJT ) stock.
The stock has fallen over the past two months from more
than $40 a share, in part because Trump's odds of winning the
White House have slipped since Kamala Harris replaced President
Joe Biden as the Democratic candidate.
Trump Media's ( DJT ) revenue is equivalent to two Starbucks
coffee shops, and strategists say its stock market value is
detached from its day-to-day business. It lost $869,900 in its
most recent reported quarter ended June 30.