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Appraisal Rights Litigation Blog

Monthly Archives: August 2016

Delaware Chancery Again Awards Appraisal Uplift

Posted in Award Premium, Comparable Companies, Direct Capitalization of Cash Flows, Discounted Cash Flow Analysis, Fair Value, Interest on Appraised Value, Merger Price, Precedent Transactions

Delaware Chancery has again awarded appraisal petitioners a significant bump above the merger price.  In the ISN Software Corp. Appraisal Litigation, Vice Chancellor Glasscock was facing widely divergent valuation from the opposing experts, and relied exclusively on a discounted cash flow analysis as the most reliable indicator of fair value.  The court’s per-share valuation award… Continue Reading

Challenges for Appraisal Arbitrage?

Posted in Appraisal Arbitrage, August 2016 Amendments

Have the recent Delaware statutory amendments and major Dell decision threatened the appraisal arbitrage strategy?  Business Law Prof Blog (via a guest post) acknowledges that while these two developments do not prevent appraisal arbitrage — indeed, the Delaware legislature rejected a proposal to crack down on arbitrage — they may be part of an overall… Continue Reading

Prepayment Strategies Under the New Appraisal Rules

Posted in August 2016 Amendments, Interest on Appraised Value, Prepayment of Merger Consideration

A key aspect of the August 1 changes to Delaware appraisal law permits companies to unilaterally prepay some or all of the merger consideration, thereby stopping the interest accrual on such prepaid amounts.  A recent article by Bloomberg discusses prepayment strategies under this new rule and echoes the point posted to this blog repeatedly: the new… Continue Reading

Appraisal is “Alive and Well”

Posted in August 2016 Amendments, Interest on Appraised Value, Prepayment of Merger Consideration

As reported in The Hedge Fund Law Report‘s article, “Recent Legislative and Judicial Developments Fail to Diminish Appeal of Stockholder Appraisal Actions As Strategy for Hedge Fund Managers” [$$$], the recent statutory amendments have failed to diminish the appeal of stockholder appraisal actions as a strategy for hedge fund managers.  According to this article, that… Continue Reading