As we mentioned in this post earlier this month, the Delaware Court of Chancery has issued its decision in the matter of In re Trados Incorporated Shareholder Litigation, C.A. No. 1512-VC (August 16, 2013), in which it addresses extensively a variety of issues that directors and investors will want to consider in similar circumstances.  In the opinion, by Vice Chancellor J. Travis Laster, the court found that although the preferred stockholders received all of the merger consideration in an end-stage transaction and the common stockholders received nothing, and although the Trados directors failed to demonstrate that they had followed a fair process, the transaction was still “entirely fair” to the common stockholders because the common stock had no monetary value before the merger.  You can read our detailed alert here by DLA Piper partners John J. Gilluly III and John Reed, which provides background for the case and includes additional detail regarding the four key takeaways from the opinion listed below.
Continue Reading Trados: Four Key Takeaways for Boards & Investors