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Appraisal Rights Litigation Blog

Category Archives: Dollar Amount of Appraisal Rights Filings

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Appraisal Amendments to Become Effective on August 1

Posted in Dollar Amount of Appraisal Rights Filings, Interest on Appraised Value, Prepayment of Merger Consideration, Short-Form Merger

Now that the amendments to the Delaware appraisal statute have been signed into law, the new provisions will apply to all M&A agreements entered into on or after August 1.  Here is a link to the rule as revised, showing the new terms (only Sections 8-11 relate to appraisal).  As we have posted previously, the… Continue Reading

Will Appraisal “Reform” Be Successful?

Posted in Appraisal Arbitrage, Dollar Amount of Appraisal Rights Filings, Interest on Appraised Value, Number of Appraisal Rights Filings, Prepayment of Merger Consideration, Short-Form Merger

As we’ve previously covered in this blog, the Delaware Legislature has proposed two changes to its appraisal statute in response to an increasing number of appraisal filings.  The first proposal, the De Minimis Exception, would require that anyone bringing an appraisal action have, at minimum, a $1 million stake in the company or 1 percent… Continue Reading

Proposed Appraisal Amendments Might Increase Filings

Posted in Dollar Amount of Appraisal Rights Filings, Interest on Appraised Value, Prepayment of Merger Consideration, Short-Form Merger

Today’s New York Times ran this piece analyzing the proposed Delaware amendments on appraisal proceedings, which we blogged about last week.  The New York Times shares our own observation that the proposed legislation’s provision allowing for prepayment by the M&A target could have the unintended effect of increasing appraisal filings: “Rather than discourage appraisal petitions,… Continue Reading

Proposed Changes to Delaware Appraisal Statute OK’d By Delaware House

Posted in Dollar Amount of Appraisal Rights Filings, Interest on Appraised Value, Short-Form Merger

Proposed changes to the Delaware appraisal statute have cleared Delaware’s House of Representatives without dissent, and now move on to the state Senate.  The new legislation, which we blogged about in March, sets a floor for the number of shares and value of suit necessary to bring an appraisal action.  It also permits M&A targets… Continue Reading

Proposed 2016 Changes to Delaware Appraisal Statute

Posted in Dollar Amount of Appraisal Rights Filings, Interest on Appraised Value, Short-Form Merger

A number of amendments to Delaware’s appraisal statute have once again been proposed by the Corporate Council of the Corporation Law Section of the Delaware State Bar Association, the committee that customarily recommends legislative action to Delaware’s state lawmaking body. If certain proposed changes to the Delaware General Corporation Law (“DGCL”) are approved by the Corporation Law Section,… Continue Reading

Academics Propose New Reforms for Appraisal

Posted in Appraisal Arbitrage, Appraisal-Eligible Deals, Award Premium, Dollar Amount of Appraisal Rights Filings, Interest on Appraised Value, Merger Price, Number of Appraisal Rights Filings, Record Date

We’ve posted before about the article by Professors Charles Korsmo and Minor Myers analyzing the recent surge in appraisal activity.  These co-authors have prepared a new draft article to be published in the Delaware Journal of Corporate Law, proposing reforms for appraisal litigation.  Based on their latest research the authors stand by their prior conclusion… Continue Reading

Korsmo & Myers Article Analyzing Surge in Appraisal Activity Now Published

Posted in Appraisal Arbitrage, Dollar Amount of Appraisal Rights Filings, Merger Vote, Number of Appraisal Rights Filings, Record Date

We have blogged before (see here) about a then-forthcoming law review article by Professors Charles Korsmo (Associate Professor at Brooklyn Law School) and Minor Myers (Associate Professor at Brooklyn Law School) analyzing the value-creation resulting from the increased use of appraisal arbitrage.  The authors’ paper has now been published in the final 2015 issue of… Continue Reading

AOL Stockholders Seek Increased Returns Through Appraisal

Posted in Dollar Amount of Appraisal Rights Filings, Number of Appraisal Rights Filings

As reported in the Wall Street Journal, stockholders owning about 5 percent of AOL, Inc., are seeking greater returns than the $50/share buyout price paid by Verizon Communications by pursuing appraisal of their shares.  The deal was valued at $4.4 billion.  As reported in the article, this appraisal case is yet another example of how… Continue Reading

Delaware Bar Committee Introduces Proposed Legislative Amendments to Appraisal Remedy

Posted in Appraisal Arbitrage, Dollar Amount of Appraisal Rights Filings, Interest on Appraised Value, Number of Appraisal Rights Filings, Record Date

The Corporation Council of the Delaware bar released proposed amendments to Delaware’s General Corporation Law last week.  Among the various proposals, ranging from fee-shift provisions to forum-selection clauses in corporate bylaws, the committee proposed two changes to Delaware’s statutory appraisal remedy: first, to bar appraisals by shareholders holding 1% or less of the outstanding stock of… Continue Reading

Spike in Appraisal Rights Cases Graphically Illustrated

Posted in Dollar Amount of Appraisal Rights Filings, Number of Appraisal Rights Filings

Among the compelling metrics compiled by Professors Korsmo and Myers in their article on appraisal rights that has been approvingly cited by the Delaware Court of Chancery, they have highlighted two key trends which, taken together, demonstrate the sophistication of the investors now driving what appears to be a pronounced spike in appraisal rights cases…. Continue Reading