普通株式と優先株式の利益相反— In re Trados Inc. Shareholder Litigation (August 16, 2013) (1)

V.C. Lasterによる正式事実審を経た判決です。

In light of this obligation, it is the duty of directors to pursue the best interests of the corporation and its common stockholders, if that can be done faithfully with the contractual promise owed to the preferred. Put differently, generally it will be the duty of the board, where discretionary judgment is to be exercised, to prefer the interests of the common stock as the good faith judgment of the board sees them to beuto the interests created by the special rights, preferences, etc. … of preferred stock. This principle is not unique to preferred stock; it applies equally to other holders of contract rights against the corporation. Consequently, as this court observed at the motion to dismiss stage, in circumstances where the interests of the common stockholders diverge from those of the preferred stockholders, it is possible that a director could breach her duty by improperly favoring the interests of the preferred stockholders over those of the common stockholders.

(footnotes, citations and internal quotation marks omitted)

正直に言って,この判決を理解するのにはまだまだ勉強がたりません。

via Delaware Business Litigation Report, PWRWG