Shiftan v. Morgan Joseph Holdings, Inc.

When Morgan Joseph Holdings, an investment bank in which Petitioners held preferred stock, merged with another investment bank, Petitioners demanded appraisal instead of exchanging their shares. At issue was (1) the correct interpretation of Morgan Joseph's certificate of incorporation and whether the automatic redemption of the stock under the certificate was a mandatory redemption that was not subject to a requirement that Morgan Joseph have excess cash available; and (2) whether the automatic redemption right afforded to the stock holders was irrelevant to the fair value analysis in an appraisal. The Chancery Court granted Petitioners' motion for partial summary judgment, holding (1) under the certificate, automatic redemptions were not subject to an excess cash requirement; and (2) the automatic redemption was relevant to the Court's determination of fair value in an appraisal proceeding.