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Appraisal Rights Litigation Blog

Category Archives: Merger Vote

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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

Mining for Gold in the Silver State: Nevada Appraisal Rights

Posted in Interest on Appraised Value, Merger Vote, Nevada Appraisal Rights

When the Delaware legislature recently struck down fee-shifting bylaws — those internal corporate laws that force losing plaintiffs to pay the company’s legal fees — it prompted a slew of commentary (e.g., here and here) suggesting Delaware may lose its place as the top venue to incorporate.  Nevada has been making a play to provide… Continue Reading

Table Is Set in Dell Case for Another Look at Arbitrage

Posted in Appraisal Arbitrage, Merger Vote, Waiver of Appraisal Rights

On Monday the Delaware Chancery Court heard challenges by Dell to the entitlement of various dissenting shareholders to pursue their appraisal claims.  Dell’s challenges included failures by shareholders to timely and accurately assert their appraisal rights, and a lack of continuous ownership of Dell stock based on purported changes in the nominal ownership of such… Continue Reading

A Painful Lesson in Failing to Perfect Appraisal Rights

Posted in Merger Vote, Notice of Demand for Appraisal, Record Date, Waiver of Appraisal Rights

As reported in USAToday, T. Rowe Price, the third largest shareholder in Dell, Inc., has been pursuing an appraisal case to recover more than the $13.75 per share merger price. However, it has now come to light that T. Rowe actually voted “for” the 2013 take-private deal by the company’s founder, thus threatening its ability to… Continue Reading

Lawyers Who Lost Ancestry.com Ruling Call for Legislative Reform of the Appraisal Rights Statute

Posted in Appraisal Arbitrage, Merger Vote, Record Date

We recently posted about the two related January 5, 2015 arbitrage decisions, in which the Delaware Chancery Court refused to impose share-tracing requirements or other obligations on beneficial stockholders and reaffirmed that only record owners bear the burden to no-vote their shares and otherwise perfect their appraisal rights. This week the lawyers defending Ancestry.com, whose… Continue Reading

Delaware Chancery Reaffirms Appraisal Arbitrage Strategy

Posted in Appraisal Arbitrage, Fair Value, Merger Vote, Notice of Demand for Appraisal, Record Date

In two separate rulings on January 5, 2015 — In re Appraisal of Ancestry.com., Inc., and Merion Capital LP v. BMC Software, Inc., both by Vice Chancellor Glasscock — the Delaware Chancery Court reaffirmed the legitimacy of the appraisal arbitrage strategy and refused to impose share-tracing requirements or other obligations on the beneficial stockholder, continuing… Continue Reading

Forthcoming Law Review Article Lauds Value Creation Resulting from Surge in Appraisal Activity Due to Increased Use of Arbitrage

Posted in Appraisal Arbitrage, Merger Vote, Record Date

In a forthcoming law review article expected to be published in 2015 in the Washington University Law Review, “Appraisal Arbitrage and the Future of Public Company M&A,” Charles Korsmo (Associate Professor at Brooklyn Law School) and Minor Myers (Associate Professor at Brooklyn Law School) report their findings showing a large uptick in the number of… Continue Reading

Are There Arbitrage Opportunities With Appraisal Rights?

Posted in Appraisal Arbitrage, Merger Vote, Notice of Demand for Appraisal, Record Date

An interesting question first addressed many years ago has just resurfaced: can a shareholder seek appraisal rights for shares it acquires after the merger is announced and even after the record date that is set for voting on whether to approve the proposed M&A transaction? Historically the Delaware court said yes, subject to certain other… Continue Reading