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Appraisal Rights Litigation Blog

Monthly Archives: July 2015

Delaware Law Does Not Require All Stockholders to Settle on Same Terms as Non-Petitioning Dissenters

Posted in Fair Value, Non-Appearing Dissenters, Notice of Demand for Appraisal

In his second appraisal decision in as many months, Chancellor Bouchard faced the novel question of whether the Chancery Court can approve a settlement between the surviving company and certain non-appearing dissenters, who had never themselves filed or joined in an appraisal petition, if the terms of that settlement are unavailable to all of the… Continue Reading

Without Fanfare, Chancellor Bouchard Hands Down First Appraisal Opinion

Posted in Award Premium, Discounted Cash Flow Analysis, Distinct from Fiduciary Duty Claims, Fair Value, Operative Reality, Short-Form Merger, Terminal Value

The Delaware Chancery Court’s recent opinion in Owen v. Cannon has garnered little notice or press coverage, but deserves attention not only because the hybrid fiduciary duty-appraisal decision is Chancellor Bouchard’s first foray into the appraisal space, but because it reinforces some basic appraisal tenets and yet also bucks what some have called a recent… Continue Reading

Delaware Chancery Court (Reluctantly) Dismisses Appraisal Challenge Based on Re-titled Stock Certificates

Posted in Appraisal Arbitrage, Consummation of Merger, Continuous Holder Requirement, Notice of Demand for Appraisal, Record Date

The Chancery Court granted summary judgment in favor of Dell against a number of stockholders who duly noticed their appraisal demands but whose stock certificates had been retitled before the effective date of the merger to their own custodians’ nominees. As is typical for an appraisal challenge, DTC certificated the dissenting stockholders’ shares into the… Continue Reading

With Unreliable Management Projections and No Market-Based Models, Delaware Chancery Pegs Fair Value to Merger Price

Posted in Appraisal Arbitrage, Discounted Cash Flow Analysis, Fair Value, Merger Price, Precedent Transactions, Synergies

Delaware’s latest appraisal decision in LongPath Capital v. Ramtron International Corp. adopted the merger price as its appraisal valuation, but stands apart from the other recent appraisal decisions that likewise fell back on transaction consideration. Here, the court’s lengthy opinion repeatedly lamented the lack of any remotely reliable means of valuation other than the merger… Continue Reading

AOL Stockholders Seek Increased Returns Through Appraisal

Posted in Dollar Amount of Appraisal Rights Filings, Number of Appraisal Rights Filings

As reported in the Wall Street Journal, stockholders owning about 5 percent of AOL, Inc., are seeking greater returns than the $50/share buyout price paid by Verizon Communications by pursuing appraisal of their shares.  The deal was valued at $4.4 billion.  As reported in the article, this appraisal case is yet another example of how… Continue Reading