Kaiser Aluminum Corporation v. Donald

VEASEY, Chief Justice: In this interlocutory appeal, we affirm a preliminary injunction order of the Court of Chancery enjoining the effectuation of a corporate recapitalization on the ground that the existing conversion rights of preferred stockholders cannot be adjusted as set forth in the proposed recapitalization without the consent of the preferred holders. Specifically, we hold that the existing conversion rights of the preferred stockholders, as ambiguously stated in the Certificate of Designations, should be construed in favor of the preferred holders to require conversion to the common stock which existed before the recapitalization, not the new common stock resulting from the recapitalization.