BRP Group, Inc. v. Ruby Wagner

Summary

The Delaware Supreme Court reversed the Court of Chancery’s judgment concerning facial challenges to consent rights in BRP Group’s stockholders agreement. Applying Moelis & Company v. West Palm Beach Firefighters’ Pension Fund, the Court held that Wagner’s challenges were barred by laches and that her complaint did not allege a separate as-applied claim. The Court remanded for the Court of Chancery to determine whether counsel was entitled to a fee based on any modest corporate benefit produced by the consent agreement and bylaw amendment.

Holdings

1. Wagner's facial challenges were barred by laches because, under Moelis, the challenged provisions were voidable rather than void and were subject to equitable defenses, including laches.
2. No remand was required for an as-applied challenge because the complaint did not allege that any consent right had been exercised, and any distinct as-applied claim based solely on entering the stockholders agreement would depend on the same allegedly unlawful act as the facial challenge and would also be barred by laches.
3. The case must be remanded for the Court of Chancery to determine whether to award counsel fees based on any modest corporate benefit achieved through the consent agreement and bylaw amendment.

Questions Presented

1. Whether Wagner's facial challenges to consent rights in BRP's stockholders agreement were barred by laches under Moelis.
2. Whether the complaint alleged a distinct as-applied challenge requiring remand.
3. Whether the Court of Chancery should reconsider an attorneys' fee award based on a possible corporate benefit from BRP's post-complaint consent agreement and bylaw amendment.

Disposition

reversed_and_remanded