Catagory:Liquidation Preference

1
Chancery Court Dismisses Disclosure and Breach Claims in LLC Financing Litigation
2
Chancery Court Holds That Certificate of Incorporation Provision Provides Preferred Stockholders Voting Right, Not Entitlement to Liquidation Preference

Chancery Court Dismisses Disclosure and Breach Claims in LLC Financing Litigation

By: Michael J. Ross and Ryan Reilly

In Daniel Feldman et al. v. AS Roma SPV GP, LLC, et al., C.A. No. 2020-0314-PAF (Del. Ch. July 22, 2021), the Delaware Court of Chancery (the “Court”) dismissed a suit brought by minority members (“Plaintiffs”) of AS Roma SPV GP, LLC (the “Company”) for breach of fiduciary duties by the managing member for breach of the Company’s limited liability company agreement (“LLC Agreement”) for failure to disclose material information, and breach of fiduciary duties by the investor committee in connection with pandemic-driven financing and recapitalization efforts.  In granting the Defendants’ motion to dismiss for failure to state a claim, the Court emphasized the Defendants’ limited disclosure duties and the Plaintiffs’ failure to adequately plead harm.

Read More

Chancery Court Holds That Certificate of Incorporation Provision Provides Preferred Stockholders Voting Right, Not Entitlement to Liquidation Preference

By Holly Hatfield and Priya Chadha

In In re Appraisal of GoodCents Holdings, Inc., C.A. No. 11723-VCMR, Vice-Chancellor Montgomery-Reeves held that, following a merger, a provision in the target company’s certificate of incorporation only provided preferred stockholders a voting right, not an entitlement to a liquidation preference.

Read More

Copyright © 2024, K&L Gates LLP. All Rights Reserved.