President Donald Trump and his Trump Media & Technology Group notched a decisive legal win Tuesday when the Delaware Court of Chancery dismissed a high-stakes lawsuit brought by two former contestants from his reality show “The Apprentice” over the deal that took his Truth Social platform public.
Vice Chancellor Lori W. Will rejected claims by United Atlantic Ventures — an entity led by former “Apprentice” contestants Andy Litinsky and Wesley Moss — that Trump and his allies conspired to dilute its shares in TMTG and later retaliated against it by imposing restrictive stock lockups.
In a 57-page memorandum opinion, Will concluded that the plaintiff’s theories amounted to “conspiracy theories unsupported by factual allegations,” leaving no claim legally viable.
The case stems from a 2021 services agreement under which UAV helped Trump set up TMTG in exchange for an 8.6% equity stake. UAV also played a role in identifying Digital World Acquisition Corp., the blank-check firm that ultimately merged with TMTG to take the company public.
But relations soured; and by 2024, UAV alleged, Trump sought to sideline it, dilute its holdings through an authorization of 1 billion new shares, and retaliate with postmerger restrictions that prevented it from selling its Truth Social stock.
Will ruled that UAV failed to state a claim under Delaware law.
She found the lockup provisions were standard in de-special purpose acquisition company, or de-SPAC, transactions and served legitimate business purposes such as stabilizing postmerger stock prices. The judge emphasized that UAV’s allegations failed to tie Trump or his associates to any unlawful conduct.
“None of UAV’s claims survive,” Will wrote, declining to address the additional defense that Trump should be shielded by presidential immunity following his January return to the White House.
Although the Delaware court dismissed most claims with prejudice, Will dismissed two counts — concerning the enforceability of the 2021 services agreement — without prejudice. She noted the agreement contained a Florida forum-selection clause and that a parallel lawsuit over the same contract is already pending in Sarasota County, Florida.
“The Florida court has a strong interest in resolving a dispute between parties with their principal places of business in Florida that involves issues of Florida law,” the judge wrote.
The lawsuit named Trump along with several Trump Media board members and allies: Donald Trump Jr., former Rep. Devin Nunes (now TMTG’s CEO), Kash Patel, Dan Scavino, and others.
Trump Media and its leadership were defended by DLA Piper LLP, led by prominent Delaware attorney John Reed. Trump and Scavino were represented by Halloran Farkas & Kittila LLP. UAV’s legal team came from Berger McDermott LLP and Clark Smith Villazor LLP.
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