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Appraisal Rights Litigation Blog

Monthly Archives: October 2015

Delaware Chancery Looks to Merger Price in BMC Software Ruling

Posted in Appraisal Arbitrage, Discounted Cash Flow Analysis, Equity Risk Premium, Fair Value, Merger Price, Synergies, Terminal Value

Vice Chancellor Glasscock issued his valuation decision this week in the BMC Software case, which we have previously blogged about concerning its threshold ruling rejecting any share-tracing requirements and thus allowing appraisal arbitrageurs to proceed with a valuation case. As we have previously reported, Merion Capital was seeking a 45% premium to the merger price,… Continue Reading

Can Appraisal Rights Be Available in an All-Stock Deal?

Posted in All-Stock Deal, Appraisal-Eligible Deals, Market-out Exception

A frequently asked question involves the availability of appraisal rights when investors are being offered only stock in the acquiring corporation in exchange for their shares. The answer is typically no.  The Delaware appraisal statute provides that appraisal rights are available in a wide range of statutorily permitted mergers.  8 Del. C. § 262(b).  However,… Continue Reading