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Appraisal Rights Litigation Blog

Monthly Archives: November 2016

Note on the Dell Entitlement Ruling

Posted in Entitlement to Appraisal, Share-Tracing Not Required, Voting Against the Merger

The Vanderbilt Law Review published this note on Vice Chancellor Laster’s disqualification of stockholders in Dell who had inadvertently voted in favor of the merger, about which ruling we’ve posted before.  This note breaks down that ruling and discusses the court’s strict requirements for appraisal procedure and its affirmation that share-tracing is not required of… Continue Reading

Appraisal Rights in New York

Posted in Appraisal-Eligible Deals, Interest on Appraised Value, New York Appraisal Rights, Notice of Demand for Appraisal

The New York Law Journal recently ran an article, Looking Beyond Delaware: Exercising Shareholder Appraisal Rights in N.Y. [via ALM], which analyzes the New York appraisal statute and observes that while appraisal litigation has remained underutilized outside of Delaware, it is possible that with the uptick in Delaware appraisal New York will see more appraisal… Continue Reading

Appraisal Conditions

Posted in Appraisal Conditions

Cleary Gottlieb’s M&A blog’s recent post, Negotiating Appraisal Conditions in Public M&A Transactions, analyzes attempts — sometimes successful — by acquirors of Delaware public companies to include a closing condition in the merger agreement that would relieve the buyer from closing if a certain triggering percentage of appraisal rights are exercised.  Their post discusses the… Continue Reading