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Appraisal Rights Litigation Blog

Category Archives: Notice of Demand for Appraisal

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Appraisal Rights in New York

Posted in Appraisal-Eligible Deals, Interest on Appraised Value, New York Appraisal Rights, Notice of Demand for Appraisal

The New York Law Journal recently ran an article, Looking Beyond Delaware: Exercising Shareholder Appraisal Rights in N.Y. [via ALM], which analyzes the New York appraisal statute and observes that while appraisal litigation has remained underutilized outside of Delaware, it is possible that with the uptick in Delaware appraisal New York will see more appraisal… Continue Reading

Delaware Law Does Not Require All Stockholders to Settle on Same Terms as Non-Petitioning Dissenters

Posted in Fair Value, Non-Appearing Dissenters, Notice of Demand for Appraisal

In his second appraisal decision in as many months, Chancellor Bouchard faced the novel question of whether the Chancery Court can approve a settlement between the surviving company and certain non-appearing dissenters, who had never themselves filed or joined in an appraisal petition, if the terms of that settlement are unavailable to all of the… Continue Reading

Delaware Chancery Court (Reluctantly) Dismisses Appraisal Challenge Based on Re-titled Stock Certificates

Posted in Appraisal Arbitrage, Consummation of Merger, Continuous Holder Requirement, Notice of Demand for Appraisal, Record Date

The Chancery Court granted summary judgment in favor of Dell against a number of stockholders who duly noticed their appraisal demands but whose stock certificates had been retitled before the effective date of the merger to their own custodians’ nominees. As is typical for an appraisal challenge, DTC certificated the dissenting stockholders’ shares into the… 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

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

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