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Appraisal Rights Litigation Blog

Monthly Archives: July 2016

Appraisal Amendments to Become Effective on August 1

Posted in Dollar Amount of Appraisal Rights Filings, Interest on Appraised Value, Prepayment of Merger Consideration, Short-Form Merger

Now that the amendments to the Delaware appraisal statute have been signed into law, the new provisions will apply to all M&A agreements entered into on or after August 1.  Here is a link to the rule as revised, showing the new terms (only Sections 8-11 relate to appraisal).  As we have posted previously, the… Continue Reading

Delaware Chancery Again Awards Value Above Merger Price

Posted in Award Premium, Beta, Comparable Companies, Discounted Cash Flow Analysis, Fair Value, Interest on Appraised Value

On July 8, the Delaware Court of Chancery issued its opinion in In re Appraisal of DFC Global Corp.  A financial buyer, Lone Star Fund VIII, acquired DFC Corporation in June 2014 for $9.50 per share in an all-cash deal.  Using a combination of a discounted cash flow analysis, comparable companies analysis, and the merger… Continue Reading

Does the Appraisal Remedy Discipline Corporate Management?

Posted in Appraisal Arbitrage, Appraisal-Eligible Deals, Distinct from Fiduciary Duty Claims, Entitlement to Appraisal, Market-out Exception, Merger Price, No Proof of Wrongdoing Needed

In a March 2016 working paper, Corporate Darwinism: Disciplining Managers in a World With Weak Shareholder Litigation, Professors James D. Cox and Randall S. Thomas detail several recent legislative and judicial actions that potentially restrict the efficacy of shareholder acquisition-oriented class actions to control corporate managerial agency costs. The authors then discuss new corporate governance… Continue Reading