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Preferred Stock

Delaware Court Rejects Claim that Buyer Aided and Abetted Breach of Fiduciary Duties by Seller’s Board in Merger

August 4, 2010 | Posted by jon.breviu@alston.com | Topic(s): Fiduciary Duties, Delaware Corporate Law, Preferred Stock

In Morgan v. Cash, the Delaware Chancery Court recently addressed whether a buyer aided and abetted an alleged breach of fiduciary duties by the selling company’s board of directors when the board approved a cash merger that resulted in the distribution of consideration only to the seller’s preferred stockholders and not to the common stockholders. The court dismissed the aiding and abetting claim, holding that a buyer in an arm’s length transaction is entitled to negotiate the price and is not duty bound to pay an amount that compensates the selling entity’s common stockholders.

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Fletcher v. ION: Delaware Builds on String of Cases Regarding Duties to Preferred Stockholders

June 9, 2010 | Posted by chris.rosselli@alston.com | Topic(s): Fiduciary Duties, Preferred Stock

Following a line of recent cases addressing fiduciary duties owed to preferred stockholders (including, e.g., Nemec v. ShraderIn re Trados S’holders Litig. and LC Capital Master Fund, Ltd. (QuadraMed) v. James), the Delaware chancery court confirmed in Fletcher International, Ltd. v. ION Geophysical Corporation, et al that a preferred shareholder may not maintain both contractual and fiduciary duty claims arising out of the same set of facts unless the fiduciary duty claims are based on duties and rights not provided for by contract.

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QuadraMed Case: Delaware Court Limits Preferred Stockholders to Contractual Rights in Stock Designation

May 20, 2010 | Posted by brendan.mcgill@alston.com | Topic(s): Change-in-Control, Fiduciary Duties, Preferred Stock

In LC Capital Master Fund, Ltd. (Quadramed) v. James, the Delaware Court of Chancery ruled that the merger target’s board of directors was entitled to favor the interests of the common stockholders with respect to allocating merger consideration, once the board had satisfied the contractual obligations owed to the preferred holders as set forth in the stock designation.  

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