In the Matter of the Appraisal of Ford Holdings, Inc. Preferred Stock

698 A.2d 973 (1997)

From our private database of 46,300+ case briefs, written and edited by humans—never with AI.

In the Matter of the Appraisal of Ford Holdings, Inc. Preferred Stock

Delaware Court of Chancery
698 A.2d 973 (1997)

Facts

A merger of Ford Holdings, Inc. (Holdings) (defendant) with Ford Holdings Capital Corporation entailed cashing out the Holdings preferred stockholders. The Holdings preferred stock came in two classes: cumulative and auction. The terms of the cumulative stock provided that, in the event of a cash-out merger, the stockholders would be paid a predetermined liquidation amount plus unpaid dividends, and no more. The terms of the auction stock alluded to the same predetermined value—a liquidation preference—but in much more ambiguous wording. U.S. Bancorp and Cede & Co. (Bancorp and Cede) (plaintiff) held 100 shares of Holdings auction stock. Following the merger, Bancorp and Cede brought suit for an appraisal under Delaware General Corporation Law (DGCL) § 262. Bancorp and Cede were joined by holders of the cumulative preferred stock (the cumulative preferred stockholders) (plaintiffs). Holdings moved for summary judgment, asserting that the rights associated with both forms of its preferred stock were governed entirely by the contractual terms of the stock.

Rule of Law

Issue

Holding and Reasoning (Allen, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 816,000 law students since 2011. Some law schools even subscribe directly to Quimbee for all their law students.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

Here's why 816,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 816,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,300 briefs - keyed to 988 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership