The Risk Of Liability After A Preferred Stock Redemption

By Gail Weinstein, Robert Schwenkel, Andrew Colosimo and Brian Mangino (May 24, 2017, 5:50 PM EDT) -- In Frederic Hsu Living Trust v. ODN Holding Corp. (April 14, 2017, corrected April 25, 2017), Hsu, a common stockholder (and co-founder) of ODN Holding Corp. (the "company"), brought suit claiming that the company's directors had breached their fiduciary duties to the common stockholders, aided and abetted by Oak Hill Capital Partners, a private equity firm that was the controlling stockholder and the holder of the company's preferred stock. The plaintiff contended that, over the two-year period prior to the exercise date of Oak Hill's redemption right, rather than managing the company to maximize its long-term value for the benefit of the common stockholders, the directors had operated the company so that it would be in a position to redeem the maximum amount of preferred stock as quickly as possible after the redemption right was exercised....

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