Kimberlin v. Ciena Corp.

Kimberlin (plaintiff), an early investor and Series B preferred shareholder of Ciena (defendant), held a right of first refusal to purchase pro rata shares of any new stock offering, waivable by a vote of 67 percent of existing shares under the Series B agreement's own terms. When Ciena's Series C financing round threatened to fail if Kimberlin's full pro rata rights were honored, existing investors — 75 percent of whom were minority shareholders — voted to waive the right of first refusal, and Kimberlin received fewer Series C shares than his pro rata formula would have allowed; he sued, claiming entitlement to additional shares.