SBTS, LLC v. NRC Group Holdings Corp

Jones Day defended NRCG Group Holdings Corp. and NRC Group Holdings LLC

Jones Day obtained summary judgment on behalf of NRC Group Holdings Corp. and NRC Group Holdings LLC (“NRCG”) on breach of contract and other claims asserted by a preferred stockholder in the Delaware Court of Chancery. The preferred stockholder alleged that a proposed merger between NRCG and a third party would unlawfully convert its preferred stock in NRCG into the common stock of a to-be-formed holding company in violation of the preferred stock’s Certificate of Designations (“COD”) and Delaware law. The preferred stockholder argued that the proposed merger would effectively amend the COD, entitling the preferred stockholders the right to vote as a class on the merger.

NRCG demonstrated that no class vote was required by the COD or Delaware law because, as permitted by Section 251 of the Delaware General Corporation Law, NRCG’s certificate of incorporation would remain unaltered after the merger closed.

Jones Day’s team was led by Evan Singer, Marjorie Duffy, Alain Dermarkar.

Involved fees earner: Alain Dermarkar – Jones Day; Marjorie Duffy – Jones Day; Evan Singer – Jones Day;

Law Firms: Jones Day;

Clients: NRC Group Holdings LLC; NRC Group Holding Corp.;

Author: Ambrogio Visconti