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Appraisal Rights Litigation Blog

Category Archives: Waiver of Appraisal Rights

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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

Can Drag-Along Provisions Eliminate Appraisal Rights [Part 2]?

Posted in Drag-Along Rights, Preferred Stock, Waiver of Appraisal Rights

As we have posted previously, whether a voting agreement, or so-called drag-along provision, can be successfully enforced to prevent common stockholders from seeking appraisal is an open question in the Delaware courts.  And so it remains, even in the wake of Halpin v. Riverstone National, Inc., (Del. Ch. Feb. 26, 2015), in which the Court… Continue Reading

Can Drag-Along Provisions Be Used To Stifle Appraisal Rights?

Posted in Drag-Along Rights, Waiver of Appraisal Rights

The question of whether voting agreements, or so-called drag-along provisions, in stockholder agreements can be used to prevent a dissenter from exercising appraisal rights has not been tested in the courts.  Such clauses are often included in stockholders agreements to secure advance shareholder consent to such corporate actions as a sale of the company.  Prospective… Continue Reading

Preferred Stock Has Appraisal Rights Too — Sort Of

Posted in Fair Value, Independent Valuation, Preferred Stock, Waiver of Appraisal Rights

Like common stockholders, holders of preferred stock may exercise appraisal rights.  The extent of what those rights actually entail, however, may be far more limited than what common shareholders may experience.  As a general rule, preferred stock has the same appraisal rights as common stock, but “[u]nlike common stock, the value of preferred stock is… Continue Reading