Legal AF by MeidasTouch - Trump’s LAST-DITCH Effort to Avoid Financial RUIN Hits MAJOR Roadblock
Episode Date: March 1, 2024Not so fast Donnie! You may not get your hands on $4 Billion in (desperately needed) new money next month. Why? Because one of Truth Social's co-founders just filed a new lawsuit in Delaware seeking t...o IMMEDIATELY STOP the company from going public and to remove it's executive board. Michael Popok reports on a new emergency suit filed which could DELAY substantially when Trump gets his money, and which has caused a $300 MILLION dollar loss to Trump already! Visit https://SmileActives.com/legalaf to get this exclusive offer! Visit https://meidastouch.com for more! Remember to subscribe to ALL the MeidasTouch Network Podcasts: MeidasTouch: https://www.meidastouch.com/tag/meidastouch-podcast Legal AF: https://www.meidastouch.com/tag/legal-af The PoliticsGirl Podcast: https://www.meidastouch.com/tag/the-politicsgirl-podcast The Influence Continuum: https://www.meidastouch.com/tag/the-influence-continuum-with-dr-steven-hassan Mea Culpa with Michael Cohen: https://www.meidastouch.com/tag/mea-culpa-with-michael-cohen The Weekend Show: https://www.meidastouch.com/tag/the-weekend-show Burn the Boats: https://www.meidastouch.com/tag/burn-the-boats Majority 54: https://www.meidastouch.com/tag/majority-54 Political Beatdown: https://www.meidastouch.com/tag/political-beatdown Lights On with Jessica Denson: https://www.meidastouch.com/tag/lights-on-with-jessica-denson On Democracy with FP Wellman: https://www.meidastouch.com/tag/on-democracy-with-fpwellman Uncovered: https://www.meidastouch.com/tag/maga-uncovered Learn more about your ad choices. Visit megaphone.fm/adchoices
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This is Michael Popak, Legal AF. Not so fast, Donald Trump trying to get your hands on over
$4 billion based on a merger of your truth social media company with Digital World on
March 22nd. Not so fast because the co-founders of that company, yes, Donald Trump didn't do it on himself,
two former contestants on the apprentice come on down, Andy Latinsky and Wes Moss, who through
their vehicle United Atlantic Ventures owns 8.6% of Truth Social and would stand to make over $340 million give or take when the
SPAC merger happens, sort of a drag along as Donald Trump gets all his money. They filed a lawsuit
in the Delaware Chancery Court, which is where you go against Delaware companies when you think
you've been had or you're a minority investor or a minority owner
and you're being squeezed out or diluted out of the company
that you founded.
According to the lawyer who just filed the case,
now it's not yet on the public docket
in Delaware the way it works.
You get a five day grace period breathing space
to let the lawyers redact any kind of secret,
confidential information, business sensitive
information, and then it goes public. So by Monday or so, we're going to get the lawsuit. What we
got our hands on was the actual motion for expedited proceedings, asking the assigned
chancellery court judge to think about, for instance, stopping the merger and injunction against the merger. The stock market has already
already reacted to this new information and the stock has dropped for Donald Trump's holdings by
almost 8%, meaning on paper, he has a paper loss just today because of this knowledge of this lawsuit
or the revelation about this lawsuit of $300 million. Donald Trump
doesn't have any money to spare. Joe Biden is out fundraising him two to one. He's got almost
three quarters of a billion dollars worth of judgments against him for which he doesn't seem
to have enough money to post the bonds to stop the execution of those judgments. He was counting on this March 22nd date when the
merger of his truth social with digital world would be complete and he'd get his hands on 79 million
shares at whatever the market price is at that moment. If he can convince, as I said on a prior
hot take, if he can convince, which won't be hard, the sponsor of the SPAC and the shareholders
to let him out from under the lockup provision
and let him have immediate access to that stock.
But all of this is for naught
if the Delaware Chancery Judge
who other than a bankruptcy judge in federal court
probably has the most powerful set of equitable powers
in corporate America that's known to exist. the most powerful set of equitable powers
in corporate America that's known to exist. Whatever a Delaware Chancery Judge says goes.
And if the Delaware Chancery Judge
doesn't think that this proposed dilution
of the equity shareholding position
of the two co-founders, West Moss and Adam Latinski,
is legitimate or done in good faith
or for good business judgment, it's over.
What they're arguing in their papers,
again, I'm reading it,
reading tea leaves a little bit
from the motion that was filed.
But what the lawsuit will obviously say
is they're co-founders.
They were given for their sweat equity
of coming up with the idea 8.6% of the stock
with 90% of the stock holding going to Donald Trump.
But that's not good enough.
Donald Trump wanted that 8.6% to go from them to Melania,
from them to his children and everything else.
90% wasn't good enough for Donald Trump,
especially now that it looks like they're sitting
on a huge pot of money.
But fortunately, Delaware,
Chancellery Court and the rules there
and the law there protects minority investors,
investors who have less than the majority of the equity.
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So their argument is they, they,
Donald Trump is trying to squeeze us out by doing a, uh,
a maneuver to dilute their percentage because in his SEC filings,
Donald Trump's people have said they're going to increase
the amount of shares that currently exist from 120 million shares to one billion shares. And if
they reduce it to one billion and everybody is pro-router reduced, these guys are going to be
reduced to about 1% of their position. The market is concerned.
Stock market is concerned.
That's why the stock today was down almost 15%
before slightly recovering.
And now the stock price is about 8%
at the time of this hot hot take, 8% down,
meaning Donald Trump on paper has already lost $300 million.
Now they tried to warn Donald Trump,
try to warn the market about this suit.
In their SEC filings,
in their form S4.
They listed that this lawsuit could be coming,
that they completely rejected the argument
that UAV, owned by Lintzky and Moss,
these two former celebrity apprentice or apprentice participants,
have entitlement to either a service contract for the work that they performed or to have their shares not diluted.
In other words, their argument is they're along for the ride. They're going to get diluted down to 1%. There's nothing they can do about it.
Yes, there is. A Delaware Chancery Court, I've been in front of that court numerous times, can make the decision that none of that's
going to happen because the board is not disinterested because the independent directors that work
under Donald Trump are not disinterested, that they are biased towards Donald Trump,
that they are rubber stamp. This is what the Delaware Chancellery Court hates,
rubber stamp boards that are buddies and cronies
and golfing buddies of the majority owner,
meaning that their independence and their judgment,
which is required as a fiduciary
under Delaware law has been compromised.
And that's what they're gonna get to the bottom of.
And you do that through depositions and through other things.
And while this is going on, the question is, will the judge enforce an injunction to stop,
prevent the merger from happening on the 22nd of March, a merger that Donald Trump desperately
needs in order to refill his coffers, in order to pay not only for his campaign, general
election campaign against Donald Trump,
because the cupboard is bare at the Republican National Committee, and it's not going to be
filled up by Lara Trump, who's never been a fundraiser before. The cupboards are bare in his
PACs, his political action committees, because they've all gone, most of the money's gone for
attorney's fees. And so he needs the money.
And he was counting on the money on the 22nd of March.
If he doesn't get the money,
one of the things that the judgment holders can do,
like the people of the state of New York
through Leticia James and Eugene Carroll against Donald Trump,
they could try to lean and grab his shares.
Shares have value.
He doesn't need to hold on to them.
They can grab them now. He can pledge, the hold on to them. They can grab them now.
He can pledge, the problem is he can't pledge his shares
right now.
He can't loan against his shares right now.
And if this merger is postponed, even a month or two,
devastating financial repercussions on Donald Trump.
And that's what Lytinsky and Moss are hoping for.
Now look, they got a good lawyer.
Let me tell you who the lawyer is.
Talk about incestuous politics and law.
The lawyer here is Chris Clark.
Some people in our audience might say,
oh, I know Chris Clark.
Chris Clark was Hunter Biden's lawyer
right up until the point where the deal wasn't made
with the US attorney where Hunter was going to plead guilty
to one count related to tax evasion,
deal fell apart, we all know what happened next, special counsel appointed by Joe Biden, his father,
and he gets indicted for bigger crimes and we're off and running. But his lawyer up until about,
I don't know, four or five months ago was Chris Clark. He's represented a lot of people in this
space and he's very well known in Delaware as well. So I'm going to look for a lot of people in this space. And he's very well known in Delaware as well.
So I'm going to look for a couple of things here. I want to see exactly the judge or the
chance record judge that's been assigned. There's a number of them that would be terrible
for Donald Trump. The chance re judge who's presiding over the Elon Musk matters, for
instance, who I actually know her law firm that she used to be a partner in pretty well.
I want to see that's going to tell me a lot
that I can do on another particular hot take. The second thing I want to see is if this injunction
is issued as at least a temporary restraining order against the merger in order for the judge to
sort out these breach of fiduciary duty claims that are obviously going to be made or have been made
by Andy Latitsky
and West Moss against Donald Trump and the board.
Is the board independent or not?
Is the board just cronies of Donald Trump
and golf buddies and relatives
and have their independent judgment been compromised
and therefore they cannot be considered a fiduciary
having the best interest of shareholders
on their mind in Delaware. And if that happens,
just as Donald Trump likes delay, delay, delay, he's not going to like delay here,
because this delays his ability to get an infusion of new capital into his organization and into
his pockets, which he desperately needs for his presidential campaign and for,
and to put up the bond and post the judgments related
to the two outstanding judgments against him.
We'll continue to follow all of this one place,
right where you are, the Midas Touch Network.
And on this YouTube channel,
help them get to three million free subscribers
before the election.
If you like what I'm doing, I'm Michael Popak.
And I don't just do hot takes.
I'm on a podcast
right here on the Midas Touch Network. We call legal AF and the title is exactly what you think.
And now you know why. It's on Wednesdays and Saturdays at 8 p.m. Eastern time and then on
audio podcast platforms of your choice. So, and leave a thumbs up and a comment here. It really
helps with the ratings, the algorithms, keeps this content on the air and coming to you.
So until my next hot take,
till my next legal AF about SPACs, about mergers,
about Delaware or something else.
This is Michael Popak, legal AF.
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