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Delaware Supreme Court sides with Moelis over stockholder agreement
Yahoo Finance· 2026-01-20 19:26
Core Viewpoint - The Delaware Supreme Court ruled that a Moelis & Co shareholder cannot challenge an agreement that grants founder Ken Moelis extensive control over the investment bank's board, reversing a previous decision that raised concerns among investors about the implications for corporate governance in Delaware [1][2]. Group 1: Court Rulings - The recent ruling is the second by the Delaware Supreme Court that overturns a significant decision, following the revival of Elon Musk's compensation package from Tesla, valued at over $100 billion [2]. - The court's decision reverses a 2024 ruling by Travis Laster of the Court of Chancery, which questioned the validity of stockholder agreements that allow influential investors to control board decisions [2][3]. Group 2: Legal Implications - Laster had argued that the Moelis stockholder agreement conflicted with Delaware corporate law, which mandates that directors manage the business for the benefit of all investors [3]. - The Delaware Supreme Court stated that Laster made an error in determining that the West Palm Beach Firefighters' Pension Fund was not obligated to sue within three years of the 2014 Moelis agreement, as the arrangement was deemed an ongoing violation of Delaware law [3]. Group 3: Legislative Response - Following Laster's ruling, Delaware lawmakers quickly moved to amend the state's corporate law to safeguard stockholder agreements, indicating a proactive legislative response to maintain Delaware's business-friendly environment [4]. - The Delaware Supreme Court's ruling is expected to have limited practical impact on the state's corporate law, as it did not address the validity of the Moelis agreement itself [4].