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Business Entities Keyed to Chiappinelli
Greenmont Capital Partners I, LP v. Mary’s Gone Crackers, Inc.
Citation:
2012 WL 4479999 (Del. Ch. Sept. 28, 2012)Facts
At the time of the transactions in question, Greenmont owned 7,430,503 shares of the Series B preferred. The Charter lists twelve actions that must be approved by a majority of the Series B preferred to have effect. The twelve actions include any amendment, alteration, repeal or waiver of any provision of the certificate of incorporation or any agreement or action that alters the voting or other powers, privileges, or restrictions of the Series B preferred. On February 8, 2012, MGC solicited certain holders of preferred to elect an automatic conversion of the preferred into common stock. The company limited its solicitation to holders of preferred who indicated that they would support an automatic conversion; it did not solicit Greenmont. On February 17, 2012, MGC received written consent from a majority of the preferred to convert preferred into common stock. Later that day, the MGC board voted to amend the Charter, which eliminated the provisions related to the preferred.
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