LC Capital Master Fund, Ltd. v. James

OPINION

STRINE, Vice Chancellor.

I. Introduction

Plaintiff LC Capital Master Fund, Ltd. (“LC Capital”), a preferred stockholder of QuadraMed Corporation (“QuadraMed”), seeks to enjoin the acquisition by defendant Francisco Partners II, L.P. (“Francisco Partners”) of QuadraMed (the “Merger”) because the consideration to be received by the preferred stockholders of QuadraMed does not exceed the “as if converted” value the preferred were contractually entitled to demand in the event of a merger. That “as if converted” value was based on a formula in the certifícate of designation (the…