BRP Group, Inc. v. Ruby Wagner

── BRP Group, Inc. v. Ruby Wagner ── Court: Supreme Court of Delaware Date: May 07, 2026 Category: General IN THE SUPREME COURT OF THE STATE OF DELAWARE BRP GROUP, INC., § § No. 80, 2025 Defendant Below, § Appellant, § Court Below: Court of Chancery § of the State of Delaware v. § § C.A. No. 2023-0150 RUBY WAGNER, on Behalf of § Herself and All Other Similarly § Situated Stockholders of BRP § GROUP, INC., § § Plaintiff Below, § Appellee. § Submitted: February 11, 2026 Decided: May 7, 2026 Before SEITZ, Chief Justice; VALIHURA, TRAYNOR, LEGROW, and GRIFFITHS, Justices, constituting the Court en Banc. ORDER The Court, having considered the briefs and the record below, rules as follows: (1) In October 2019, BRP Group, Inc. launched an initial public offering. Along with the IPO, BRP entered into a stockholders agreement with its pre-IPO owners (“Holders”). More than three years later, a BRP stockholder, Ruby Wagner, filed a complaint in the Court of Chancery challenging the facial validity of three consent rights in the stockholders agreement. After Wagner filed her complaint, BRP entered into a consent agreement and related bylaw amendment with the majority holder of the pre-IPO interests, which allowed BRP to act without the Holders’ required consent if the independent directors determined unanimously and in good faith that the proposed action was in the best interest of BRP and its stockholders. 1 (2) On cross-motions for judgment on the pleadings, the Court of Chancery held that Wagner’s claims, if successful, would render void the Holders’ pre- approval rights such that laches could not be asserted as a defense.2 The court also awarded fees. (3) After briefing concluded in this appeal, we decided Moelis & Company v. West Palm Beach Firefighters’ Pension Fund.3 In Moelis, our Court held that facial challenges to certain provisions in a stockholders agreement, even if successful, would cause the challenged provisions to be voidable, not void, and subject to equitable defenses, including a laches defense.4 The plaintiff’s claims in Moelis were barred by laches. In light of Moelis, we requested supplemental briefing about its effect on the outcome of this appeal. 1 See App. to Opening Br. at A240–43 [hereinafter A__] (Consent Agreement). 2 Wagner v. BRP Grp., Inc., 316 A.3d 826, 838 (Del. Ch. 2024). On August 1, 2024, new 8 Del. C. § 122(18) became effective. The statute does not affect any civil action or proceeding like this case pending on or before such date. See Del. S.B. 313, 152d Gen. Assem. § 6 (2024). 3 --- A.3d ---, 2026 WL 184868 (Del. Jan. 20, 2026). 4 Id. at *8–10. 2  (4) Wagner concedes that, after Moelis, “her facial challenges are now barred by laches and the trial court’s ruling to the contrary should be reversed.”5 Wagner contends, however, that a remand is needed because she also brought as- applied challenges. The Court of Chancery has described the difference between a facial and as-applied challenge as follows: [a] facial challenge addresses a provision as it appears in a specific contract. The party making the facial challenge must prove that the provision, as it appears in a particular contract, cannot operate validly under [a section of the DGCL]. In an as-applied challenge, by contrast, a court examines the decision to exercise a contractual right in the specific setting when it was exercised. A