THOUGHTWORKS v. SV INVESTMENT PARTNERS

C.A. No. 1695-N.

902 A.2d 745 (2006)

THOUGHTWORKS, INC., a Delaware corporation, Plaintiff, v. SV INVESTMENT PARTNERS, LLC, Schroder Ventures U.S. Fund L.P. 1, Schroder Venture U.S. Fund L.P. 2, Sitco Nominees Ltd. VC 04001 and SV (Nominees) Limited, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: June 30, 2006.


Attorney(s) appearing for the Case

Kenneth J. Nachbar, Esquire, S. Mark Hurd, Esquire, Morris Nichols Arsht & Tunnell LLP, Wilmington, Delaware; Brian D. Roche, Esquire, Christopher R. Clark, Esquire, Michele L. Walton, Esquire, Sachnoff & Weaver, Ltd., Chicago, Illinois, Attorneys for the Plaintiff.

Bruce L. Silverstein, Esquire, Danielle Gibbs, Esquire, Karen Lantz, Esquire, Young Conaway Stargatt & Taylor, LLP, Wilmington, Delaware; Daniel M. Abuhoff, Esquire, Justin P. Smith, Esquire, Eliza M. Sporn, Esquire, Debevoise & Plimpton LLP, New York, New York, Attorneys for the Defendants.


OPINION

LAMB, Vice Chancellor.

A minority investor seeks to redeem its preferred stock pursuant to the company's certificate of incorporation. The company brings this action seeking a declaratory judgment that the charter allows it to postpone its redemption obligation indefinitely until the board determines it has excess funds beyond those needed for working capital purposes. In addition, the company asks this court to declare that the

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