Preferred vs. Common -- Who is Commonly Preferred in Mergers?

By Steven Bartz, Rahul Patel and R. Samuel Snider When a corporation is for sale, the fiduciary duties that the board of directors of the selling corporation must observe vis--vis its stockholders places the board in a position where it is likely to encounter conflicts of interest between its preferred...

In re Trados: What Happens When Common Gets Nothing?

On August 16, Delaware Chancery Court Vice Chancellor Laster issued his highly anticipated, post-trial decision in In re Trados Incorporated Shareholder Litigation , C.A. No. 1512-VC (August 16, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ], where the directors who...

In re Trados Post-Trial Opinion

Vice Chancellor Laster issued a post-trial opinion in the Trados matter on Friday. Can I just say, I like the fact that the Chancery Court is increasingly releasing opinions on the "free to the world" website. In 2009, Trados caused a bit of a stir when Chancellor Chandler denied the defendant's...

Delaware Court of Chancery - No Fiduciary Breach, Although Directors Engaged in Unfair Process: Four Key Takeaways

by John J. Gilluly III and John L. Reed While management and the preferred stockholders of Trados, Inc. received all of the merger consideration in an end-stage transaction and the common stockholders received nothing, the Delaware Court of Chancery has found that the transaction was still “entirely...