GoodCents Common Stockholders Can Get Share of Merger Proceeds

The $57 million that preferred stockholders received when GoodCents Holdings Inc. merged into AM Conservation Group Inc. in 2015 should have been shared with common stockholders, the Delaware Chancery Court said June 7 (In re GoodCents Holdings Inc., 2017 BL 192383, Del. Ch., 11723-VCMR, 6/7/17).

The ruling provides helpful guidance on how the Delaware courts will interpret corporate charters and bylaws.

Montgomery-Reeves

Vice Chancellor Tamika Montgomery-Reeves rejected GoodCents preferred stockholders’ argument that the merger triggered a provision that gave them the right to the entire merger consideration.

GoodCents was a privately held Delaware corporation that sets up energy-efficiency ...