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Appraisal Rights Litigation Blog

Monthly Archives: March 2015

Appraisal Rights a Hot Topic at 27th Annual Tulane Corporate Law Institute

Posted in Appraisal Arbitrage, Interest on Appraised Value, Merger Price

Delaware judges, SEC leaders and lawyers from across the country convened in New Orleans last week for the 27th annual Tulane Corporate Law Institute, a two-day series of panels on March 19-20 analyzing Delaware corporate law and M&A deal making.  Appraisal arbitrage garnered considerable attention as several panels discussed the practice as well as the… Continue Reading

Delaware Bar Finds That Appraisal Remedy Protects Investors

Posted in Appraisal Arbitrage, Number of Appraisal Rights Filings, Record Date

We posted earlier this week regarding a white paper written by the Council of the Corporation Law Section of the Delaware state bar, which was issued alongside the Council’s proposed amendments to Delaware’s appraisal statute.  The Council had considered amendments to address the practice of appraisal arbitrage, but ultimately did not make any recommendations to eliminate… Continue Reading

Delaware Bar Committee Decides Not to Eliminate or Limit Appraisal Arbitrage

Posted in Appraisal Arbitrage, Number of Appraisal Rights Filings, Record Date

We posted last week about new legislative amendments to the appraisal remedy proposed by the Council of the Corporation Law Section of the Delaware state bar association, an influential group of Delaware lawyers.  The amendments were accompanied by an explanatory white paper explaining the rationale behind those recommendations that the Council made, and of note,… Continue Reading

Can Drag-Along Provisions Eliminate Appraisal Rights [Part 2]?

Posted in Drag-Along Rights, Preferred Stock, Waiver of Appraisal Rights

As we have posted previously, whether a voting agreement, or so-called drag-along provision, can be successfully enforced to prevent common stockholders from seeking appraisal is an open question in the Delaware courts.  And so it remains, even in the wake of Halpin v. Riverstone National, Inc., (Del. Ch. Feb. 26, 2015), in which the Court… Continue Reading

Delaware Bar Committee Introduces Proposed Legislative Amendments to Appraisal Remedy

Posted in Appraisal Arbitrage, Dollar Amount of Appraisal Rights Filings, Interest on Appraised Value, Number of Appraisal Rights Filings, Record Date

The Corporation Council of the Delaware bar released proposed amendments to Delaware’s General Corporation Law last week.  Among the various proposals, ranging from fee-shift provisions to forum-selection clauses in corporate bylaws, the committee proposed two changes to Delaware’s statutory appraisal remedy: first, to bar appraisals by shareholders holding 1% or less of the outstanding stock of… Continue Reading