November 2016

The Vanderbilt Law Review published this note on Vice Chancellor Laster’s disqualification of stockholders in Dell who had inadvertently voted in favor of the merger, about which ruling we’ve posted before.  This note breaks down that ruling and discusses the court’s strict requirements for appraisal procedure and its affirmation that share-tracing is not required of appraisal petitioners.

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 litigation in its courts as well. As the article shows, the New York appraisal statute deviates from Delaware’s and provides appraisal rights even beyond merger transactions, extending to share exchanges and all-asset dispositions as well.

 

Cleary Gottlieb’s M&A blog’s recent post, Negotiating Appraisal Conditions in Public M&A Transactions, analyzes attempts — sometimes successful — by acquirors of Delaware public companies to include a closing condition in the merger agreement that would relieve the buyer from closing if a certain triggering percentage of appraisal rights are exercised.  Their post discusses the negotiating and drafting of such thresholds and related provisions.