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Appraisal Rights Litigation Blog

Category Archives: Blow Provisions

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A Critique of Pegging Appraised Fair Value at Merger Price

Posted in Award Premium, Blow Provisions, Fair Value, Merger Price, Shareholder Vote

In a new post by the Harvard Law School Forum on Corporate Governance and Financial Regulation, Professor Albert Choi (Virginia Law School) and Professor Eric Talley (Columbia Law School) present their new working paper, which asks how best to measure “fair value” in an appraisal proceeding. Applying principles of game theory and auction design, the… Continue Reading

Blow Provisions: A Threat to Appraisal?

Posted in Appraisal Conditions, Blow Provisions

We posted recently about attempts by M&A buyers to include a closing condition in the merger agreement that would relieve the buyer from closing if a triggering percentage of appraisal rights are exercised.  As an illustration of such a condition, CBOE Holdings — which owns the Chicago Board Options Exchange — succeeded in including a so-called… Continue Reading