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Court Of Chancery Resolves Common/Preferred Conflict

Posted In M&A

In re Trados Incorporated Shareholder Litigation,  C.A. 1512-VCL (August 16, 2013)

This is an important decision.  It resolves the long-standing confusion over how a board of directors is to act when the interests of preferred shareholders conflict with those of common shareholders. The common shareholders win is the short answer.

The decision also is very helpful in setting out how the directors should act or not act when faced with the all-too-common question of whether to sell when the common stock is under water due to the preferred stock's liquidation rights.

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