EQUITY-LINKED INVESTORS, L.P. v. ADAMS

Civil Action No. 15513.

705 A.2d 1040 (1997)

EQUITY-LINKED INVESTORS, L.P. and Equity-Linked Investors-II, Plaintiffs, v. Thomas A. ADAMS, Sharon B. Webster, Paul O.P. Ts'o, Robert E. Klem, Genta Incorporated, the Aries Funds and Aries Domestic Fund, L.P., Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: April 25, 1997.


Attorney(s) appearing for the Case

Kevin G. Abrams, Thomas A. Beck, J. Travis Laster, Peter B. Ladig of Richards, Layton & Finger, Wilmington (Irwin H. Warren, Brian S. Rosen, Larren M. Nashelsky of Weil, Gotshal & Manges, L.L.P., New York City, of counsel), for Plaintiffs.

Martin P. Tully, William M. Lafferty, David J. Teklits of Morris, Nichols, Arsht & Tunnell, Wilmington (Walter J. Robinson, III, Kirke M. Hasson, Bruce A. Ericson of Pillsbury, Madison & Sutro, L.L.P., San Francisco, CA, of counsel), for Defendants Genta Corporation, Thomas H. Adams, Robert E. Klem, Paul O.P. Ts'o, Sharon B. Webster.

Anthony W. Clark of Skadden, Arps, Slate, Meagher & Flom, Wilmington, for Defendants Aries Domestic Fund, L.P., the Aries Fund.


OPINION

ALLEN, Chancellor.

The case now under consideration involves a conflict between the financial interests of the holders of a convertible preferred stock with a liquidation preference, and the interests of the common stock. The conflict arises because the company, Genta Incorporated, is on the lip of insolvency and in liquidation it would probably be worth substantially less than the $30 million liquidation preference of the preferred stock. Thus,...

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