When former president Donald Trump’s Trump Media & Technology Group and its proposed merger partner, Digital World Acquisition, announced last month a shareholder vote on their long-delayed deal, it marked a final step for the owner of Truth Social to become a public company potentially worth billions of dollars — most of which is owned by Trump himself.
Media
Trump Media merger faces legal challenges as deal nears crucial vote
But in the lead-up to Friday’s vote, both companies have been rocked by legal warfare. Their leaders, past and present, have traded heated accusations of deception and impropriety across four lawsuits in three states. And the cases threaten to erode Trump’s grasp on a stake in the post-merger company potentially worth hundreds of millions of dollars — a possible financial lifeline, given that he owes more than $500 million in legal fines.
After Trump was booted from Twitter following the Jan. 6, 2021, insurrection, three men played pivotal roles in building and promoting Trump Media as an online challenger against the “cancel culture” of Big Tech: Andy Litinsky and Wes Moss, former “Apprentice” contestants who co-founded the company and launched Truth Social; and Patrick Orlando, who as chief executive of Digital World, a special purpose acquisition company, or SPAC, offered Trump’s company a path to investor cash.
But all three are now leading a rebellion of their own, confronting and potentially imperiling a trophy of Trump’s post-presidential ambitions. Their lawsuits call into question how Trump Media’s shares will be distributed, and a legal victory could chip away at Trump’s equity during a time when he is facing a cash crunch.
The litigation won’t stop Friday’s shareholder meeting, during which Digital World has said it will announce whether a majority of investors voted to approve the merger. But the hundreds of pages of legal filings in the four cases offer clues to answers for some long-running questions about the companies’ inner workings and expose details of the turmoil that has characterized efforts to create a pro-Trump internet empire.
In the most recent lawsuit, filed Tuesday in a New York state court, Digital World asked a judge to force Orlando to vote in support of the merger, saying he could tank the deal by not voting shares owned by a company he controls — Digital World’s biggest founding investor, Arc Global Investments II.
“The merger vote is now less than one week away … and yet, Arc refuses to lodge its vote,” Digital World attorneys said in the complaint. If Digital World “fails to effectuate a merger, it will be forced to dissolve. Urgent relief is required by March 22 to avert such harm.”
Usha Rodrigues, a University of Georgia law professor who studies SPACs, said the level of turmoil was unusual for a deal like this. A merger vote, she said, is “typically a nonevent” because investors just want it to get done.
“SPAC mergers typically do not go like this,” she said. But “this whole process has been idiosyncratic, as everything has been with this SPAC.”
Trump Media attorney Jesse Binnall said in a statement Thursday, “These allegations simply add to the heap of false claims, defamation, and fake news about Truth Social for which the Washington Post is already being sued.”
Representatives for Trump’s presidential campaign, Digital World, Arc, Orlando, Litinsky and Moss did not respond to requests for comment.
The merger vote will be widely watched by observers of Trump’s finances. If the deal is approved, Trump would own about 60 percent of the post-merger company, a stake that at Digital World’s current price would be worth more than $3 billion.
That money could eventually go toward Trump’s high-profile legal penalties. He failed to finance an appeal bond for more than $450 million to cover a judgment in the New York attorney general’s business fraud case against him, his attorneys said Monday, citing “insurmountable difficulties.”
A lockup provision in the Trump Media merger agreement, however, would block Trump and other major investors from selling their shares for six months after the merger’s closing date, which could be as soon as Friday — unless Trump gets a waiver from Digital World or the post-merger Trump Media’s leaders allowing him to sell sooner. Such lockup periods are standard provisions in corporate deals, designed to instill confidence in investors that the leaders won’t sell before enough time has passed to see how the company performs.
Digital World’s stock price dropped this week to a two-month low before rebounding to about $43 — about 15 percent below its peak last month, when the Securities and Exchange Commission allowed the merger deal to proceed.
After a merger vote, the combined companies would go by Trump Media and trade under a new stock ticker symbol, DJT — Trump’s initials. That symbol was also used for Trump’s only other public company, Trump Hotels and Casino Resorts, whose stock plunged from nearly $35 to around 17 cents in less than a decade before the company filed for bankruptcy in 2004.
‘Domination and control’
Two of the lawsuits, filed last month in Delaware, center on Trump Media’s stock. In one case, Arc sued Digital World, its new chief executive, Eric Swider, and three members of its board, saying they intended to improperly deprive Orlando of millions of previously guaranteed shares.
In a separate case, Litinsky and Moss sued Trump Media, claiming in a recently unsealed complaint that the company had authorized the issuing of 1 billion new shares of company stock — a move they say would dramatically dilute their stake, from 8.6 percent down to less than 1 percent.
Attorneys for Litinsky and Moss’s partnership, United Atlantic Ventures, said Trump intended to “use his domination and control” of the company’s board to place some or all of the new shares “in his own hands and those of [people] beholden to him.”
UAV’s attorneys argued in a motion that the alleged attempt, which Trump Media has disputed, was driven by Trump’s need for cash. The merger “represents a potential (and perhaps existential) liquidity event for Trump, which may explain his last-minute stock grab,” the motion said.
In their lawsuit, the men reiterated a claim, first reported by The Washington Post in 2022, that Trump had pressured Litinsky to hand over some of his shares to Trump’s wife, Melania. After Litinsky resisted, the lawsuit says, Trump pushed both men out. Trump Media said in 2022 that The Post’s report was based on “concocted psychodramas.”
In both cases, the judges rejected the plaintiffs’ requests to postpone the merger vote until their cases were resolved. Vice Chancellor Sam Glasscock III, in the UAV case, and Vice Chancellor Lori W. Will, in the Arc case, said putting the disputed shares into an escrow account, so that the lawsuits’ victors could take them over once the cases are finished, should suffice.
But both judges have also indicated they would prefer to resolve the disputes within a few months, meaning that the cases could shift the ownership for hundreds of millions of dollars’ worth of stock before the lockup period ends.
Digital World has warned investors that Arc could play a show-stopping role in the merger deal. As Digital World’s sponsor, Arc owns about 15 percent of its outstanding stock, including a majority of a stock class known as “founder shares,” according to an SEC filing last month.
In the filing, Digital World said its relationship with Orlando had seen a “continued deterioration” and that, if Arc withheld votes supporting the merger, it could “lead to our liquidation.”
In a third lawsuit, filed in New York, Digital World sued to force Arc to vote in favor of the deal, saying Orlando could not hold the vote “hostage for his personal gain.” In a Monday email submitted as an exhibit in the case, Orlando wrote that Arc had been “repeatedly pressed” to vote before the meeting but that “Arc is not going to do that.”
‘Revenge campaign’
In a fourth lawsuit, filed in Florida, Trump Media and Digital World returned fire at Arc and Orlando, saying the Miami financier had attempted a “blatant shakedown extortion effort” against the companies to maximize his personal stake.
An amended complaint Sunday, featuring the names of nine attorneys representing Trump Media and Digital World, alleged that Orlando and Arc’s “self-dealing, irrational and disturbing behavior” had “imposed massive costs” and caused “extensive reputational harm.”
They want to “extort more compensation in the merger by threatening to destroy it entirely — an existential threat to [Digital World] itself,” the complaint said.
The complaint blamed Orlando for the SEC investigation that Digital World agreed last year to pay $18 million to settle once the merger deal finalizes. It also alleged that the SEC sent Orlando a letter, known as a Wells notice, indicating that he could face charges for violating securities laws. (The SEC declined to comment.)
Orlando’s “reckless and irrational behavior,” the complaint said, had included withdrawing $15,000 in cash for unexplained expenses and leaking merger details to the press — an act that was exposed when Orlando “excused himself to take another phone call but forgot to mute the first call.”
The complaint also alleged that Orlando kept invoices and contracts in his personal email account, leading the company to omit multiple vendors from its financial reports. His mismanagement, it said, helped drive the company’s auditor to resign. (Trump Media sued The Post for $3.8 billion last year, saying the news organization had reported incorrectly on allegations concerning its financing. A federal judge in Florida dismissed the case this month but allowed Trump Media to amend its complaint if it believes it can state a viable claim.)
After Digital World’s board fired Orlando last March as its chief executive, Orlando discouraged people from investing in the company “based on his own personal grievances,” saying it was “his turn to make the life of the new CEO miserable,” the complaint said.
In recent months, Orlando has refused to resign from the Digital World board — a necessary step to allow for a new post-merger board — unless the company provides him shares and stock options, known as warrants, worth more than $222 million at the time of the lawsuit’s filing, according to the complaint.
Though Orlando was once a prominent Trump ally, even writing him a birthday letter in 2021 telling Trump he was “unaware of the extent of your brilliance,” the legal claims suggest the dispute has become deeply bitter and personal.
In the Florida case, a process server handed Orlando the summons papers one afternoon outside a private elementary school in the Miami neighborhood of Coconut Grove, a court filing shows. In a Delaware court hearing earlier this month, one of his attorneys said Orlando had been served when he was “getting off the bus from a field trip with his daughter, in front of her fifth grade class and their parents,” leaving the attorney “so taken aback,” according to a hearing transcript.
Even more facts could come out in the weeks ahead. Orlando posted a photo last month to Truth Social showing him wearing a Truth Social hat with the caption “TRUTH! John 8:32” — a Bible verse that reads, “Then you will know the truth, and the truth will set you free.
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Sometimes, you just have to return to the classics.
That’s especially true as Halloween approaches. While you queue up your spooky movie marathon, here are 10 iconic horror movies from the past 70 years for inspiration, and what AP writers had to say about them when they were first released.
We resurrected excerpts from these reviews, edited for clarity, from the dead — did they stand the test of time?
“Rear Window” (1954)
“Rear Window” is a wonderful trick pulled off by Alfred Hitchcock. He breaks his hero’s leg, sets him up at an apartment window where he can observe, among other things, a murder across the court. The panorama of other people’s lives is laid out before you, as seen through the eyes of a Peeping Tom.
James Stewart, Grace Kelly, Thelma Ritter and others make it good fun.
— Bob Thomas
“Halloween” (1978)
At 19, Jamie Lee Curtis is starring in a creepy little thriller film called “Halloween.”
Until now, Jamie’s main achievement has been as a regular on the “Operation Petticoat” TV series. Jamie is much prouder of “Halloween,” though it is obviously an exploitation picture aimed at the thrill market.
The idea for “Halloween” sprang from independent producer-distributor Irwin Yablans, who wanted a terror-tale involving a babysitter. John Carpenter and Debra Hill fashioned a script about a madman who kills his sister, escapes from an asylum and returns to his hometown intending to murder his sister’s friends.
— Bob Thomas
“The Silence of the Lambs” (1991)
“The Silence of the Lambs” moves from one nail-biting sequence to another. Jonathan Demme spares the audience nothing, including closeups of skinned corpses. The squeamish had best stay home and watch “The Cosby Show.”
Ted Tally adapted the Thomas Harris novel with great skill, and Demme twists the suspense almost to the breaking point. The climactic confrontation between Clarice Starling and Buffalo Bill (Ted Levine) is carried a tad too far, though it is undeniably exciting with well-edited sequences.
Such a tale as “The Silence of the Lambs” requires accomplished actors to pull it off. Jodie Foster and Anthony Hopkins are highly qualified. She provides steely intelligence, with enough vulnerability to sustain the suspense. He delivers a classic portrayal of pure, brilliant evil.
— Bob Thomas
“Scream” (1996)
In this smart, witty homage to the genre, students at a suburban California high school are being killed in the same gruesome fashion as the victims in the slasher films they know by heart.
If it sounds like the script of every other horror movie to come and go at the local movie theater, it’s not.
By turns terrifying and funny, “Scream” — written by newcomer David Williamson — is as taut as a thriller, intelligent without being self-congratulatory, and generous in its references to Wes Craven’s competitors in gore.
— Ned Kilkelly
“The Blair Witch Project” (1999)
Imaginative, intense and stunning are a few words that come to mind with “The Blair Witch Project.”
“Blair Witch” is the supposed footage found after three student filmmakers disappear in the woods of western Maryland while shooting a documentary about a legendary witch.
The filmmakers want us to believe the footage is real, the story is real, that three young people died and we are witnessing the final days of their lives. It isn’t. It’s all fiction.
But Eduardo Sanchez and Dan Myrick, who co-wrote and co-directed the film, take us to the edge of belief, squirming in our seats the whole way. It’s an ambitious and well-executed concept.
— Christy Lemire
“Saw” (2004)
The fright flick “Saw” is consistent, if nothing else.
This serial-killer tale is inanely plotted, badly written, poorly acted, coarsely directed, hideously photographed and clumsily edited, all these ingredients leading to a yawner of a surprise ending. To top it off, the music’s bad, too.
You could forgive all (well, not all, or even, fractionally, much) of the movie’s flaws if there were any chills or scares to this sordid little horror affair.
But “Saw” director James Wan and screenwriter Leigh Whannell, who developed the story together, have come up with nothing more than an exercise in unpleasantry and ugliness.
— David Germain
Germain gave “Saw” one star out of four.
“Paranormal Activity” (2009)
The no-budget ghost story “Paranormal Activity” arrives 10 years after “The Blair Witch Project,” and the two horror movies share more than a clever construct and shaky, handheld camerawork.
The entire film takes place at the couple’s cookie-cutter dwelling, its layout and furnishings indistinguishable from just about any other readymade home constructed in the past 20 years. Its ordinariness makes the eerie, nocturnal activities all the more terrifying, as does the anonymity of the actors adequately playing the leads.
The thinness of the premise is laid bare toward the end, but not enough to erase the horror of those silent, nighttime images seen through Micah’s bedroom camera. “Paranormal Activity” owns a raw, primal potency, proving again that, to the mind, suggestion has as much power as a sledgehammer to the skull.
— Glenn Whipp
Whipp gave “Paranormal Activity” three stars out of four.
“The Conjuring” (2013)
As sympathetic, methodical ghostbusters Lorraine and Ed Warren, Vera Farmiga and Patrick Wilson make the old-fashioned haunted-house horror film “The Conjuring” something more than your average fright fest.
“The Conjuring,” which boasts incredulously of being their most fearsome, previously unknown case, is built very in the ’70s-style mold of “Amityville” and, if one is kind, “The Exorcist.” The film opens with a majestic, foreboding title card that announces its aspirations to such a lineage.
But as effectively crafted as “The Conjuring” is, it’s lacking the raw, haunting power of the models it falls shy of. “The Exorcist” is a high standard, though; “The Conjuring” is an unusually sturdy piece of haunted-house genre filmmaking.
— Jake Coyle
Coyle gave “The Conjuring” two and half stars out of four.
“Get Out” (2017)
Fifty years after Sidney Poitier upended the latent racial prejudices of his white date’s liberal family in “Guess Who’s Coming to Dinner,” writer-director Jordan Peele has crafted a similar confrontation with altogether more combustible results in “Get Out.”
In Peele’s directorial debut, the former “Key and Peele” star has — as he often did on that satirical sketch series — turned inside out even supposedly progressive assumptions about race. But Peele has largely left comedy behind in a more chilling portrait of the racism that lurks beneath smiling white faces and defensive, paper-thin protestations like, “But I voted for Obama!” and “Isn’t Tiger Woods amazing?”
It’s long been a lamentable joke that in horror films — never the most inclusive of genres — the Black dude is always the first to go. In this way, “Get Out” is radical and refreshing in its perspective.
— Jake Coyle
Coyle gave “Get Out” three stars out of four.
“Hereditary” (2018)
In Ari Aster’s intensely nightmarish feature-film debut “Hereditary,” when Annie (Toni Collette), an artist and mother of two teenagers, sneaks out to a grief-support group following the death of her mother, she lies to her husband Steve (Gabriel Byrne) that she’s “going to the movies.”
A night out with “Hereditary” is many things, but you won’t confuse it for an evening of healing and therapy. It’s more like the opposite.
Aster’s film, relentlessly unsettling and pitilessly gripping, has carried with it an ominous air of danger and dread: a movie so horrifying and good that you have to see it, even if you shouldn’t want to, even if you might never sleep peacefully again.
The hype is mostly justified.
— Jake Coyle
Coyle gave “Hereditary” three stars out of four.
Read the full review here. ___
Researcher Rhonda Shafner contributed from New York.
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