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Appraisal Rights Litigation Blog

Monthly Archives: August 2017

Chancery Court Selects Lead Counsel, Will Clarify Rules for Non-Lead Attorneys**

Posted in Lead Counsel

As reported in today’s Law360 [$$], the Delaware Chancery Court chose lead counsel and consolidated several petitions in the Stillwater Mining appraisal case.  As reported in the article, Vice Chancellor Laster stated during yesterday’s hearing that “he would clarify rules for keeping non-lead attorneys in the loop on key documents and proposals,” and that his… Continue Reading

Insurance and Appraisal

Posted in Appraisal Conditions, No Proof of Wrongdoing Needed

In a recent article on PolicyHolder Pulse attorneys from Pillsbury explore whether Directors and Officers (“D&O”) insurance covers, or could be considered to cover, Delaware appraisal claims.  Critical to this analysis is whether an appraisal case raises issues of “Wrongful Acts” by the Board – including, for example, collusive behavior, or other process defects.  The… Continue Reading

Breaking Down the Delaware Supreme Court’s DFC Global Decision**

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

As we have posted before, the Delaware Supreme Court rendered its much-awaited ruling in the DFC Global case on August 1. Here’s a more detailed breakdown of the key elements of that ruling. I. No Judicial Presumption Imposing Mandatory Merger Price Ruling The Court started off its opinion by rejecting DFC Global’s request to establish… Continue Reading

Law360 Analysis: One Year After Prepayment Amendment

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

Law360 [$$] recently carried an analysis by a trio of Delaware attorneys regarding the impact of 2016’s prepayment amendment to Delaware appraisal law.  Part of the August 2016 amendments allowed M&A targets to prepay dissenting shareholders an amount of their choosing, thereby stopping the accrual of interest on that portion of the merger price/amount at… Continue Reading

Delaware Supreme Court Decides DFC Global Appeal**

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

Today the Delaware Supreme Court reversed and remanded the appraisal decision of the Chancery Court in the highly watched DFC Global case.  A more detailed post will follow, but we wanted to flag the ruling in the meantime. The court declined DFC Global’s request to impose a presumption by “judicial gloss” that would peg fair… Continue Reading