The Delaware Court of Chancery, in PWP Xerion Holding III, LLC v. Red Leaf Resources, Inc., C.A. No. 2017-0235-JTL, memo. op. (Del. Ch. Oct. 23, 2019), found a corporation’s settlement which required that it redeem the settling party’s shares upon plaintiff stockholder’s consent did not breach plaintiff’s right to consent to any authorization of redemption — finding the step-transaction doctrine inapplicable because the settlement was a single transaction
NEW: K&L Gates discusses the matter in Settlement Agreement Violates Preferred Stockholder Consent Rights.
Morris James discusses the decision in Chancery Enforces Preferred Stock Consent Rights, and Reasons that Designee of a Corporate Stockholder Is an “Affiliate” of that Stockholder for Purposes of an “Interested Party” Clause.
Francis Pileggi’s Delaware Corporate & Commercial Litigation Blog discusses the decision in Chancery Explains Step-Transaction Doctrine and Defines “Affiliate”.