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Appraisal Rights Litigation Blog

Category Archives: No Proof of Wrongdoing Needed

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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

CLS BlueSky: Podcast with Vice Chancellor Laster

Posted in Award Premium, Merger Price, No Proof of Wrongdoing Needed

In a recent podcast, the Columbia Law School BlueSky Blog features Delaware Vice Chancellor Laster – whose appraisal decisions we have covered repeatedly – discussing the appraisal remedy.  While the entire podcast is certainly worth a listen, some important topics include the history of appraisal (~1:30); when markets may depart from fair value (~5:50); how appraisal may act as a reserve price (~9:30); the discovery… Continue Reading

Does the Appraisal Remedy Discipline Corporate Management?

Posted in Appraisal Arbitrage, Appraisal-Eligible Deals, Distinct from Fiduciary Duty Claims, Entitlement to Appraisal, Market-out Exception, Merger Price, No Proof of Wrongdoing Needed

In a March 2016 working paper, Corporate Darwinism: Disciplining Managers in a World With Weak Shareholder Litigation, Professors James D. Cox and Randall S. Thomas detail several recent legislative and judicial actions that potentially restrict the efficacy of shareholder acquisition-oriented class actions to control corporate managerial agency costs. The authors then discuss new corporate governance… Continue Reading

Court Reaffirms Independence and Importance of Appraisal Rights Remedy

Posted in Distinct from Fiduciary Duty Claims, No Proof of Wrongdoing Needed

Last week, the Delaware Court of Chancery issued an opinion in In re Orchard Enterprises, Inc. Shareholder Litigation (Del. Ch. Aug 22, 2014) concerning an application for attorneys’ fees (we have previously posted about a significant 2012 decision in that same case by former Chancellor Strine). We found the court’s latest decision noteworthy for two… Continue Reading

Chancellor Strine’s Elevation To Chief Justice of Delaware’s Supreme Court Will Benefit The Appraisal Process

Posted in Fair Value, Independent Valuation, No Proof of Wrongdoing Needed

Among the thirty-five appraisal rights opinions written by Chancellor Strine over the past decade are some of the most cited and comprehensive treatments of the appraisal rights remedy to date. On January 29, 2014, the Delaware General Assembly unanimously confirmed Chancellor Strine’s appointment to the Delaware Supreme Court, where he will also become the court’s… Continue Reading

Icahn’s Plan to Exercise Appraisal Rights Still Intact Even After He Abandoned Launching A Competing Offer For Dell

Posted in Fair Value, Merger Price, No Proof of Wrongdoing Needed

As discussed in our very first post, back in July of this year Carl Icahn famously encouraged his fellow shareholders in Dell Inc. to exercise their appraisal rights rather than cash out and accept the offer on the table from Michael Dell in his bid to take his namesake company private. This week, on September… Continue Reading