Benchmark Capital Partners IV, L.P. v. Vague

Benchmark Capital Partners (plaintiff) held Series A and B Preferred Shares in Juniper Financial Corp., which were protected by a charter provision requiring a class vote before Juniper issued equity senior to or equal with those shares. Juniper later gave Canadian Imperial Bank of Commerce (CIBC) the right to waive that protective provision (unless the waiver would diminish Series A/B financial rights) in exchange for a Series C investment, and then Juniper and CIBC arranged to merge Juniper into a subsidiary, adopt a new post-merger charter, and issue Series D shares senior to and devaluing the Series A and B shares. Benchmark sued Juniper and CIBC to block the transaction.