Victory for Moelis in Governance Challenge

Morris Nichols, together with Wachtell, successfully represented Moelis & Company in a landmark appeal concerning the legal validity of a stockholder agreement between the Company and its founders.

On January 20, 2026, the Delaware Supreme Court reversed the lower court’s decision which had invalidated the agreement. The Court ruled the provisions challenged “are voidable, not void,” and the stockholder challenge was time-barred. The reversal restores the global investment company founder Ken Moelis’ veto rights over board decisions.

The result is a victory for Moelis, in a governance case whose developments have been widely followed by practitioners at leading corporate law conferences and other forums. The agreements involved in the Delaware Court of Chancery decision issued in February 2024 became the subject of amendments to the Delaware General Corporation Law in the summer of 2024. The appeal was filed in October 2025, and en banc oral arguments were heard in March 2025.

Morris Nichols partner John DiTomo represented Moelis in both the Chancery case and the appeal.