Moelis & Company v. West Palm Beach Firefighters' Pension Fund

Summary

The Supreme Court of Delaware held that provisions in Moelis’s stockholders agreement that allegedly conflicted with the board-management requirements of 8 Del. C. § 141(a) were voidable rather than void, making them subject to equitable defenses. Because the plaintiff’s facial challenge accrued when the agreement was executed in 2014, its nine-year delay was presumptively unreasonable and prejudicial under laches, with no circumstances warranting an exception. The court therefore reversed the summary-judgment ruling, vacated related orders, and did not reach the provisions’ facial validity or the fee award. There were no separate opinions.