Alta Berkeley Vi C v. Alta Berkeley Vi S by S C v. and Kiwi Ii Ventura Serviços De Consultoria, S.a., Plaintiffs…

Summary

The Supreme Court of Delaware affirmed summary judgment for Omneon, holding that the forced conversion of the Series C-1 preferred shares was not part of a charter-defined Liquidation Event. The merger, not the antecedent conversion, was the only Liquidation Event, so the shareholders held common stock when the merger occurred and were not entitled to a liquidation preference. The charter's separate provision granting only Series A-2.2 shareholders an opt-out right confirmed that interpretation.