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Appraisal Rights Litigation Blog

Monthly Archives: June 2017

HLS Forum on Corp. Gov: “Delaware Appraisal at a Crossroads?”

Posted in Appraisal Arbitrage, Fair Value

The Harvard Law School Forum on Corporate Governance and Financial Regulation recently carried a post by Theodore Mirvis of Wachtell Lipton, “Delaware Appraisal at a Crossroads?”  This HLS Forum post discusses the recent DFC argument – which we’ve posted about – and lays out a variety of thoughts on future questions in appraisal and appraisal… Continue Reading

Supreme Court Hears Arguments in DFC Global**

Posted in Fair Value, Merger Price, Perpetuity Growth Rate, Supreme Court

The Supreme Court heard argument yesterday from DFC Global and its dissenting stockholders. The court has not yet ruled, and nobody can predict how it will decide the case; the following questions and observations are just some of the points that different members of the full five-justice panel raised during argument: The court asked DFC Global… Continue Reading

SWS Group: The Breakdown

Posted in Beta, Comparable Companies, Discounted Cash Flow Analysis, Equity Risk Premium, Fair Value, Interest on Appraised Value, Merger Price, Perpetuity Growth Rate, Size Premium

Further to our prior post about Delaware’s two new appraisal decisions, SWS Group was a small, struggling bank holding company that merged on January 1, 2015 into one of its own substantial creditors, Hilltop Holdings.  Stockholders of SWS received a mix of cash and Hilltop stock worth $6.92 at closing.  Vice Chancellor Glasscock rejected the… Continue Reading

Delaware Chancery Hands Down Two New Appraisal Rulings

Posted in Appraisal Arbitrage, Merger Price

The Delaware Chancery Court just issued two significant appraisal rulings, the PetSmart opinion on Friday — awarding petitioners the merger price — and the SWS Group decision on Monday, which actually awarded stockholders less than the merger price.  We will post separately about our observations on these rulings. In the meantime, one immediate reaction is… Continue Reading