certificate of incorporation

Greenmont Capital Partners, I, L.P. v. Mary’s Gone Crackers, Inc., C.A. No. 7265-VCP (Del. Ch. Sept. 28, 2012).

This opinion addresses the interpretation of the rights of the holders of preferred shares as well as the terms of a certificate of incorporation. The opinion also provides drafting tips for those who craft corporate charters. (For

Shiftan v. Morgan Joseph Holdings, Inc., C.A. No. 6424-CS (Del. Ch. Jan. 13, 2012), read opinion here.

Issues Addressed:

(i)         Whether the Court may consider in an appraisal action a contractually required redemption event in the certificate of incorporation, scheduled to occur six months after the merger, in determining the fair value