D.E. Shaw Laminar Portfolios v. Archon Corporation

We consolidated these appeals because they turn on a common issue — namely, the proper method for calculating accrued dividends on shares of preferred stock issued by Defendant, Archon Corporation. Plaintiffs are investment groups that acquired Archon stock before it was redeemed in 2007. They dispute Defendant’s calculation of the redemption price of their shares, a substantial portion of which consists of accrued dividends.

We review de novo a district court’s summary judgment ruling. Ferguson ex rel. McLeod v. Coregis Ins. Co., 527 F.3d 930, 932 (9th Cir.2008) (per curiam). “[(Questions of state law are reviewable under the same independent de novo standard as are questions of federal law.” In re Complaint of McLinn, 739 F.2d 1395, 1397 (9th Cir.1984) (en banc). In this diversity case, we apply Nevada law. See Goldberg v. Pac. Indem. Co., 627 F.3d 752, 755 (9th Cir.2010).

The district court’s calculation of the damages is correct as a matter of law. Section 7 is the applicable portion of the Certifícate. It clearly provides for a cumulatively derived rate per share in arriving at the redemption price of the dividends for preferred stock. Section 2, even if it applied, is…