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appraisal

Nevadaware Divergence: How Nevada and Delaware Really Differ in Corporate Law

By Wendy Gerwick Couture August 29, 2024 by renholding

The differences between Nevada and Delaware corporate law – which I call “Nevadaware divergence” – are the subject of media attention, scholarly critique, and current litigation. The common wisdom is that Nevada is, as some say, “the place to reincorporate …

Cleary Gottlieb Discusses Delaware Ruling on Appraisal Petitioners’ Discovery Demand

By Mark E. McDonald and Julie-Irene Nkodo February 22, 2022 by renholding

In Wei v. Zoox, Inc., the Delaware Court of Chancery found that an appraisal petition had been filed for the sole purpose of gathering discovery to be used in drafting a fiduciary duty complaint challenging a merger where the …

Cleary Gottlieb Discusses Delaware Ruling on Post-Signing Value Changes in M&A Appraisals

By Benet O'Reilly, John Kupiec, Mark McDonald and Marvellous Iheukwumere February 17, 2022 by renholding

In a noteworthy new post-sale appraisal ruling, the Delaware Court of Chancery in BCIM Strategic Value Master Fund, LP v. HFF, Inc.[1] awarded the petitioner additional consideration based on an increase in the value of the target company that …

What Do Stockholders Own? The Rise of the Trading Price Paradigm in Corporate Law

By Charles Korsmo and Minor Myers October 21, 2021 by renholding

In a spate of recent decisions, the Delaware Supreme Court has embraced a shift in its approach to stockholder appraisal rights, a development that has attracted considerable comment. The greatest impact of these decisions, however, may lie beyond appraisal and …

Gibson Dunn Offers 2021 Mid-Year Securities Litigation Update

By Monica K. Loseman, Craig Varnen, Jefferson E. Bell, Rachel N. Jackson and Alisha Siqueira September 13, 2021 by renholding

The torrid pace of new securities class action filings over the last several years slowed a bit in the first half of 2021, a period in which there have been many notable developments in securities law.  This mid-year update briefs …

Stock Market Value and Deal Value in Appraisal Proceedings

By Robert T. Miller June 22, 2021 by renholding

In a new article, I consider two methods of valuing public companies in appraisal proceedings under Section 262 of the Delaware General Corporation Law: the unaffected market price of the company’s shares and the deal price (less synergies, as applicable) …

Fir Tree v. Jarden and M&A Appraisal

By Jonathan R. Macey and Joshua Mitts July 15, 2020 by renholding

The Delaware Supreme Court’s recent decision in Fir Tree v. Jarden[1] marks an important milestone in the law of appraisal, making clear that unaffected market price can and should be decisive in some appraisal actions. Because the court’s opinion …

Sullivan & Cromwell Discusses Delaware Chancery Ruling in “Panera” Appraisal Case

By Sullivan & Cromwell February 13, 2020 by hdh2120

The Delaware Court of Chancery ruled in In re Appraisal of Panera Bread Company,[1] following a six-day trial, in a 130-page decision issued on January 31, 2020, that the petitioners received more than fair value for each share …

Fried Frank Discusses Where Things Stand at Year-End 2019

By Gail Weinstein, Steven Epstein, Philip Richter, Erica Jaffe and Amber Banks (Meek) December 23, 2019 by renholding

Corporate Focus on the “Social Good”

Importantly, the Business Roundtable (an influential group of almost 200 CEOs of America’s most influential companies) issued a “Statement on the Purpose of a Corporation,” which has intensified a developing focus on the social …

Cleary Gottlieb Offers 2019 Mid-Year Developments in Securities and M&A Litigation

By Roger Cooper, Jared Gerber, Vanessa Richardson and David Wagner August 27, 2019 by renholding

The most significant securities decision to be handed down in the first half of 2019 came from the Supreme Court in Lorenzo v. SEC, which clarified the scope of “scheme liability” under Rule 10b-5(a) and (c). Another significant ruling …

Skadden Discusses Delaware Trends Affecting M&A and Corporate Litigation

By Edward Micheletti, Jenness Parker and Sarah Runnells Martin March 6, 2019 by abirvarma

On February 20, 2019, Skadden held a webinar focused on a number of important developments in Delaware corporate law in 2018 and how such developments might affect M&A litigation in 2019. Specifically, the discussion focused on (i) the increasing importance …

Gibson Dunn Offers 2018 Mid-Year Update on Securities Litigation

By Monica Loseman, Matt Kahn, Brian Lutz and Laura O’Boyle August 15, 2018 by renholding

The continued explosion in the number of securities class action filings is once again the big headline in our half yearly update.  The now-sustained increase in both the number of filings and average and median settlement amounts—including a five-fold increase …

Skadden Discusses When It Makes Sense to Prepay Appraisal Claims

By Arthur R. Bookout, Daniel S. Atlas and Andrew D. Kinsey July 17, 2018 by renholding

In response to the growing practice of “appraisal arbitrage,” in 2016 Delaware’s General Assembly amended the state’s appraisal statute, Section 262 of the Delaware General Corporation Law. The amendment to Section 262(h) granted corporations the option to “prepay” appraisal claimants …

Is Delaware Asleep at the Wheel (Again)?

By Matthew Schoenfeld July 3, 2018 by renholding

Beginning at least as far back as Professor William Carey’s famously withering 1974 Yale Law Journal article about Delaware’s “enabling” of bad corporate actors, critics of the state’s corporate jurisprudence have alluded to a “race to the bottom” in which …

The Lessons of Xerox: Is New York Law Now Tougher Than Delaware’s?

By John C. Coffee, Jr. May 21, 2018 by renholding

It is an old maxim that “Hard cases make bad law.” But it may have a corollary: “Bad facts make hard law.” When a defendant clearly overreaches, the court may not let small details stand in its way. The decision …

Fried Frank Discusses Key Delaware Decisions on M&A and Corporate Governance

By Gail Weinstein, Philip Richter, Warren S. de Wied, Steven Epstein and Steven J. Steinman May 7, 2018 by renholding

New Risk of Below-Deal-Price in Appraisal Results

Last quarter, the Delaware courts issued the first post-Dell appraisal decisions—Aruba and AOL (issued by the Court of Chancery) and SWS Group (issued by the Delaware Supreme Court, affirming the Court …

Cahill Gordon Discusses Proposed Amendments to Delaware Corporation Law

By Helene R. Banks, Geoffrey E. Liebmann, Kaitlyn Pasco and Joseph Rosati April 27, 2018 by renholding

The Corporate Council of the Corporation Law Section of the Delaware State Bar Association (the “Corporate Council”) has released proposed legislation[1] to amend certain provisions of the Delaware General Corporation Law (“DGCL”) which if enacted would, among other things, …

The Dell Appraisal and the Business Judgment Rule

By Donald Margotta April 17, 2018 by renholding

In 2013, Michael Dell and his private equity partner, Silver Lake, brought the previously publicly-held Dell Corporation private at a price of $13.75 per share, a price that was approved by Dell’s board and by a 57 percent majority vote …

1 Comment  

How the Delaware Supreme Court May Help Michael Dell in his VMware Raid

By Matthew Schoenfeld April 10, 2018 by renholding

VMware’s shareholders enjoyed gains of nearly 60 percent in 2017 as the company positioned itself as an appealing play on cloud computing with substantial growth potential and partnerships with industry leaders like Amazon Web Services. Indeed, in its most recent …

1 Comment  

Gibson Dunn Discusses Delaware Courts’ Deferral to Deal Price in AOL and Aruba Appraisals

By Daniel Alterbaum, Jeff Chapman, Eduardo Gallardo, Stephen Glover and Joshua Lipshutz April 10, 2018 by renholding

Two recent decisions confirm that, in the wake of the Delaware Supreme Court’s landmark decisions in Dell and DFC, Delaware courts are taking an increasingly skeptical view of claims in appraisal actions that the “fair value” of a company’s …

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Each business day, our team sifts through blog posts, news stories, and other sources to keep up-to-date on relevant recent developments. The following links will take you to our recommended selections. To see the sources we follow click Filter Sources.

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D&O Diary
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Bill Gives Chipmakers Bigger Tax Credit
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DOGE Eyes SPACs, SEC Policies
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Investors Fear Shadow Fed Chair
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Freshfields' A Fresh Take
SEC Changes Course on Priorities
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Delaware Chancery OKs Claims of Tortious Interference With a Deal
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PCAOB May Yet Survive
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Investor Suits Hit Weight Loss Drugs
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SEC Rethinks Market Surveillance Tool
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Ripple Battle With SEC Is Over
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SEC Issues Report on Changes in M&A
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Elon Musk Confidant Exits Tesla
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Dealbook
Trump Weighs Fed Chair Shakeup
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Wall Street Journal
Public May Soon Bet on SpaceX Stock
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Ripple Has Juice, but Not at SDNY
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GOP Mulls Mega-Rich Tax in Trump Bill
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Shell in Early Talks to Acquire BP
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Reuters
Fannie, Freddie to Consider Crypto Holdings in Making Loan Assessments
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Texas Seeks to Limit Proxy Advisers
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U.S. Audit Board Survives GOP Axe
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Suit Says Reddit Downplayed Impact of Google AI-Related Changes
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Financial Times
SEC Scraps Proposed Market Rules
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National Law Review
No Scotus Cert in Disgorgement Suit
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Google Faces EU Antitrust Setback
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Wall Street Journal
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New York Times
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Reuters
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Sidley Enhanced Scrutiny
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Goldman Sachs Ditches Ban on SPACs
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Top Crypto Betting Tool Nears Debut
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Obscure Chinese Stock Scams Dupe Thousands of U.S. Investors
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Purdue Opioid Deal Wins State Approval
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OpenAI Tension With Microsoft Rises
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S&P 500 CEOs Turning to Bodyguards
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Stablecoins Put Crypto Near Mainstream
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Ripple Gets Back $75 Mln in Penalties
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