Twenty years in the past, Wes Moss and Andy Litinsky met Donald J. Trump as contestants on his actuality TV present, “The Apprentice” — a connection that led them to assist launch the previous president’s social media platform, Fact Social, along with his blessing.
Now, they could as effectively be starring in an episode of “Household Feud.”
For weeks, Mr. Moss and Mr. Litinsky have been preventing with Trump Media & Know-how Group, the guardian firm of Fact Social, over their roughly 8 p.c stake within the firm. In February, they sued the corporate, claiming that Trump Media — which made its buying and selling debut final month at an $8 billion valuation — was attempting to deprive them of the total worth of their shares. Now additionally they declare the corporate is attempting to forestall them from promoting these shares.
In a separate lawsuit that adopted, Trump Media claimed that Mr. Moss and Mr. Litinsky ought to forfeit their shares as a result of their poor decision-making had contributed to a yearslong delay in its merger with Digital World Acquisition Company. Trump Media agreed to merge with Digital World, a cash-rich shell firm, in 2021 as a method to go public, however the deal closed solely in March.
The pair’s stake is price greater than $220 million primarily based on the present $26 share worth of Trump Media, in contrast with $2 billion for Mr. Trump. General, the inventory has fallen about 62 p.c from the place it started buying and selling on March 26.
The litigation gives a portrait of a few of the chaos that has bedeviled Trump Media since its inception. The lawsuits are additionally a distraction for the fledgling firm, which is struggling to indicate that it’s a viable enterprise somewhat than a money-losing entity whose worth is derived solely from Mr. Trump’s presence on its flagship platform. On Tuesday, the corporate introduced plans to launch a streaming video service to attract in additional customers.
Mr. Moss, now an Atlanta monetary planner and radio host, and Mr. Litinsky, a conservative media persona, met Mr. Trump through the second season of “The Apprentice,” which ran for 15 episodes in 2004. Mr. Trump “fired” the 2 males in Weeks 11 and 12. Mr. Litinsky would later take a job as president of Mr. Trump’s tv manufacturing firm.
Simply weeks after Mr. Trump left the White Home in early 2021, Mr. Moss and Mr. Litinsky pitched him on making a social media firm. They got here up with the concept after Twitter, now X, and different social media platforms barred Mr. Trump within the aftermath of the Jan. 6 riot on the U.S. Capitol.
The 2 males satisfied him that if he began his personal firm, he wouldn’t have to fret about being censored and his supporters would observe him to the brand new platform. Mr. Trump was intrigued sufficient to lend his title to the hassle in trade for a majority stake within the firm. He didn’t make investments any of his personal cash.
The events drew up an settlement that approved United Atlantic Ventures, an organization arrange by Mr. Moss and Mr. Litinsky, to place the plan in movement. In return, they had been promised an fairness stake in Trump Media.
Mr. Moss and Mr. Litinsky, who had been on Trump Media’s board, had been instrumental in negotiating the October 2021 merger settlement with Digital World, a particular goal acquisition firm, or SPAC, that had raised $300 million in an preliminary public providing. SPACs increase cash in an I.P.O. with a purpose to purchase an present firm like Trump Media, permitting the working enterprise to go public.
In February 2022, Fact Social made its debut, rapidly changing into the previous president’s predominant on-line megaphone.
Issues quickly started to go south, not lengthy after Mr. Trump appointed Devin Nunes, the previous Republican congressman from California, as Trump Media’s chief govt. By that summer time, Mr. Moss had resigned from the corporate’s board; Mr. Litinsky had accomplished so earlier.
Of their lawsuit, filed in Delaware Chancery Court docket, the 2 males claimed that their relationship with Trump Media had soured after Mr. Litinsky refused Mr. Trump’s request to present some shares to his spouse, Melania, lengthy earlier than the corporate started to commerce.
Trump Media has claimed in its lawsuit, filed in March in Florida state court docket, that Mr. Moss and Mr. Litinsky “failed spectacularly at each flip.” The go well with blamed the boys for the poor rollout of Fact Social, which was marred by technical glitches that Trump Media mentioned had generated “hostile” press protection. Trump Media additionally mentioned a few of the actions of Mr. Moss and Mr. Litinsky had contributed to an investigation by the Securities and Trade Fee that delayed the merger.
Christopher Clark, a lawyer for United Atlantic, mentioned Trump Media’s lawsuit in opposition to his shoppers was “meritless.” He mentioned that if Trump Media had any claims in opposition to his shoppers, it ought to convey them earlier than the Delaware court docket somewhat than in a separate lawsuit in Florida.
This month, the decide within the Delaware continuing, Vice Chancellor Sam Glasscock III, questioned the rationale for submitting a go well with in Florida, saying he was “dumbfounded.”
Samuel Salario, a lawyer for Trump Media, mentioned that the corporate’s “grievance speaks for itself,” and that Trump Media would prevail in court docket.
Of their lawsuit, Mr. Moss and Mr. Litinsky claimed their proper to eight p.c of Trump Media’s shares and the power to promote them instantly. They alleged that Trump Media had unfairly barred their firm, United Atlantic, from promoting any shares for six months, simply because the merger with Digital World was being accomplished. The timing of the motion was punitive and “retaliatory,” Mr. Moss and Mr. Litinsky alleged.
Trump Media has argued that the lockup is in line with how different giant shareholders are being handled and that, in any occasion, the 2 males forfeited their rights to these shares. The six-month lockup imposed on United Atlantic is just like a share-selling restriction that additionally applies to Mr. Trump and traders who backed Digital World earlier than the SPAC went public in 2021.
Authorized consultants mentioned it was common for founders of an organization that went public to turn into embroiled in a battle over who ought to get essentially the most shares.
“It’s all about dividing the pie however not concerning the destiny of the pie itself,” mentioned Usha Rodrigues, a professor of company legislation on the College of Georgia College of Regulation. “Donald Trump continues to be going to be in management. It’s nearly checking out the items.”
Mr. Moss and Mr. Litinsky aren’t the one ones preventing in court docket over their fairness stake.
Patrick Orlando, the previous chief govt of Digital World, can be suing to get extra shares of Trump Media, claiming the SPAC’s board wrongly solid him apart a yr earlier than the merger was accomplished.
Mr. Orlando was pushed out in the midst of the S.E.C. investigation, by which regulators mentioned early merger negotiations between Digital World and Trump Media had violated federal securities legal guidelines. The S.E.C. didn’t cost him with any wrongdoing, and Digital World finally reached an $18 million settlement with regulators.
Mr. Orlando and his legal professionals didn’t reply to requests for remark.
In claiming that Mr. Moss and Mr. Litinsky’s actions contributed to the regulatory investigation, the Trump Media lawsuit mentioned the 2 males had been apprehensive of how Mr. Orlando was conducting the merger talks however continued to barter with him anyway.
The go well with famous that after one assembly with Mr. Orlando in April 2021, Mr. Litinsky wrote in his notes: “I get scared, is he sporting a wire?”
Kitty Bennett and Susan C. Beachy contributed analysis.
