Elliott Associates, L.P. v. Avatex Corp.

VEASEY, Chief Justice:

In this case of first impression, we hold that certain preferred stockholders have the right to a class vote in a merger where: (1) the certificate of incorporation expressly provides such a right in the event of any “amendment, alteration or repeal, whether by merger, consolidation or otherwise” of any of the provisions of the certificate of incorporation; (2) the certificate of incorporation that provides protections for the preferred stock is nullified and thereby repealed by the merger; and (3) the result of the transaction would materially and adversely affect the…