L.C. Masters Fund, Ltd v. James

990 A.2d 435 (2010)


Francisco Partners was to acquire QuadraMed at a price of $8.50 per share of common stock. The preferred stockholders will receive $13.7097 in cash in exchange for each share of preferred stock. The preferred price was pegged to the conversion right the Certificate granted to the preferred stockholders in the event of a merger. That conversion right allowed the preferred stockholders to convert their preferred shares into common shares and then to receive the same consideration as the common stock received in the merger. The formula was 1.6129 shares of preferred stock to one share of common stock. The merging parties agreed to cash out the preferred stock at the price the preferred stockholders would receive if they exercise their right to convert to common stock. Ps were not happy and motioned to enjoin the Merger on the grounds that Ds breached their fiduciary duties of care and loyalty. Ps did not allege that Ds breached their Revlon duties as to all shareholders. Ps claim they did not receive a big enough slice of the pie because the Board allocated the Merger consideration to the preferred stock on an 'as-if converted' basis, which the preferred stockholders believe understates the value of their shares.