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Court Of Chancery Again Decides What is A Security

Posted In Securities

Fletcher International Ltd. v. ION Geophysical Corporation, C.A. 5109-VS (May 23, 2012)

When a preferred stockholder has the right to approve the issuance of any new securities by its company, the question arises whether that right extends to the issuance of notes.  In the second decision in this case, the Court again determines whether such notes should be considered securities subject to approval by a preferred stockholder.  In keeping with the brevity expected of a blog, the short answer is that the longer the term of the note, the closer it is to being classified as a security.  Of course, that is too short an answer, but you will need to read this detailed opinion to really understand the test.