By Tom Hals
WILMINGTON, Delaware (Reuters) -Trump Media & Technology Group Corp breached an agreement with Patrick Orlando's ARC Global and the fund must receive more than half a million additional shares before a lock-up on insider sales expires on Thursday, a Delaware judge has ruled.
However, Lori Will of the Court of Chancery also ruled against ARC on breach of fiduciary duty claims and said Orlando was owed far fewer shares than he sought for his work on the deal that led to Trump Media becoming a public company.
Trump, the former president and current Republican candidate for the White House, owns about 57% of Trump Media stock. Trump Media owns his social media app Truth Social.
The judge said in an opinion published on Tuesday that Orlando's ARC should receive about 8.19 million shares of Trump Media, more than the 7.04 million shares that the company has said that ARC was entitled to.
However, the judge determined ARC should receive less than the approximately 10 million shares sought by Orlando and the ruling should release back to the company more than 2.7 million shares of Trump Media held in escrow, according to securities filings.
Will ordered the parties to "immediately" work to release the stock to ARC "such that ARC can freely sell or transfer those shares upon the expiration of the contractual lock-up."
ARC and Trump Media are prevented from selling their stock until a lock-up period expires on Thursday, according to Will's opinion. The company's shares rose last Friday after Trump said he did not want to sell his stock, which makes up a significant part of his multibillion-dollar fortune.
Trump Media and Orlando did not immediately respond to requests for comment.
Shares of TMTG closed down 6.6% on Tuesday at $16.14.
ARC sued earlier this year alleging it was being shortchanged stock because of personal animus toward Orlando. TMTG accused Orlando of mismanagement.
Orlando had been the chief executive of the blank check company DWAC when it struck a deal to merge with Trump's media company. He was ousted before the deal closed this year, which made Trump Media a public company.
"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.
Orlando was sued by the U.S. Securities and Exchange Commission in July for securities fraud because he failed to disclose that DWAC had a plan to merge with Trump Media when DWAC went public. He has also been sued by ARC's investors.
Trump Media 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. They have claimed Trump Media is preventing them from getting 11 million shares, or about 5% of the company's stock.
Trump Media saw its value balloon to nearly $10 billion following its Wall Street debut in March. On Tuesday, shares slid for a second day, knocking market capitalization to $3.3 billion and the share price down about 75% from the March closing peak of over $66. The slide has accelerated in recent weeks after President Joe Biden gave up his reelection bid and Trump lost a lead in opinion polls ahead of the Nov. 5 presidential election.
Trump Media's revenue is equivalent to two Starbucks (NASDAQ:SBUX) 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.