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West Palm Beach Firefighters' Pension Fund v. Moelis & Co.

311 A.3d 809 (2024)

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West Palm Beach Firefighters’ Pension Fund v. Moelis & Co.

Delaware Court of Chancery
311 A.3d 809 (2024)

Facts

Ken Moelis founded Moelis & Company (the company) (defendant), an investment bank. When Moelis took the company public, he and the company entered into a stockholder agreement. This contractual agreement (1) required that the company’s board of directors get approval from Moelis before taking virtually any action, (2) gave Moelis the power to control the composition of any board committees, and (3) essentially let Moelis choose a majority of the board members by allowing him to restrict the board size, allowing him to identify and nominate board candidates, requiring that the board recommend board candidates chosen by Moelis to shareholders and use efforts to get those candidates elected, and forcing the board to replace vacancies made by Moelis directors with other Moelis directors. One of the company’s stockholders, West Palm Beach Firefighters’ Pension Fund (plaintiff), sued the company in the Delaware Court of Chancery, alleging that this stockholder agreement violated Delaware General Corporation Law § 141(a). Both sides filed motions for summary judgment, and the court considered the motions.

Rule of Law

Issue

Holding and Reasoning (Laster, J.)

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