NEW: Mark S. Nelson discusses the Delaware Supreme Court’s decision in In re Solera Insurance Coverage Appeals, Nos. 413, 418, 2019, opinion (Del. Oct. 23, 2020), holding that that a statutory appraisal proceeding was not covered by a D&O insurance policy, in Justices explain nature of appraisal proceedings.
Cadwalader discusses recent Delaware appraisal case law affirming reliance on market evidence, including deal price or unaffected market price, as best evidence of fair value in Delaware Supreme Court Reaffirms Primacy of Market Evidence in Determining Fair Value in Appraisal Proceedings.
Alpha Financial Experts’ Makoto Ikeya discusses trends in appraisal decisions in Delaware and Japan in Appraisal Litigation in Japanese and Delaware Courts — Trends of Decisions on the Fair Price.
$$$ Law360 discusses the treatment of size premiums when valuing companies under recent Delaware appraisal decisions in It’s Time For Valuation Experts To Let Go Of The Size Premium.
Skadden discusses methods of valuation used in recent decisions of the Delaware Court of Chancery in statutory appraisal proceedings in Court of Chancery Continues To Rely on Market-Based Metrics in Appraisal Decisions.
Ben Lucy discusses the Delaware Supreme Court’s treatment of the Efficient Capital Markets Hypothesis and agency cost reductions for purposes of determining fair value under DFC, Dell, and Aruba, in Defining Appraisal Fair Value.
Andrew D. Campbell of Novack & Macey discusses appraisal rights under Illinois law in Illinois Appraisal and Valuation Rights: An Overview.
Sutter Securities discusses “market exception” / “market-out” in 38 state appraisal statutes that deny appraisal rights to stockholders of public companies in The “Market Exception” in Appraisal Statutes.
Tulane’s Professor Ann Lipton discusses proposed terms of Xerox’s proposed takeover of Hewlett Packard under 8 Del. C. § 251(h) via tender offer followed by second-step merger pursuant to which stockholders would under various contingent circumstances either be permitted to choose ore required to receive consideration in cash, stock, or both, noting that Delaware’s appraisal statute does not clearly provide stockholders with appraisal rights under the various scenarios because it lacks a coherent statutory scheme in In these uncertain times, we can take comfort in normalcy: Appraisal law makes no sense.
Lowenstein Sandler excerpts commentary regarding Delaware appraisal law from Sullivan & Cromwell’s M&A Hot Topics January 14, 2020 (discussing various topics) in Law Firm Recaps the “Post-Aruba” Appraisal Landscape.
Lowenstein Sandler discusses services offered by the Depository Trust Company that may assist stockholders seeking to perfect appraisal rights at Reviewing the Mechanics: DTCC’s Proxy Services.
Duane Morris’s Stephen M. Honig discusses recent developments in Delaware case law involving appraisal and Caremark claims, and former Chief Justice Strine’s views on the purpose of the corporation in It’s Been a Busy Season for Delaware Corporate Law.
Lowenstein Sandler discusses a merger in which consideration terms were amended to replace a cash component with equity, suggesting that the amendment could have been intended to avoid appraisal rights in Case is a Reminder That Delaware All Stock Deals Do Not Have Appraisal Rights.
Lowenstein Sandler discusses articles that address calculation and treatment of synergies, and relevance of synergies in view of a sales process, in appraisal in Valuation Firm: “The Treatment of Synergistic Value in Dissenting Shareholder Appraisal Matters”.
Skadden discusses recent decisions of the Delaware Court of Chancery in statutory appraisal proceedings in Delaware Appraisal Decisions Chart Separate Courses From Aruba