As reported in Law360, Dole shareholders have settled their class action arising from the Company’s 2013 take-private deal for a $114 million payout. In August 2015, the Delaware Chancery Court had awarded Dole shareholders $148 million, in a combined appraisal and entire fairness action. The settlement thus disposes of the Dole shareholders’ appraisal
Brandon M. Fierro
Mining for Gold in the Silver State: 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…
Delaware Law Does Not Require All Stockholders to Settle on Same Terms as Non-Petitioning Dissenters
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…
Without Fanfare, Chancellor Bouchard Hands Down First Appraisal Opinion
The Delaware Chancery Court’s recent opinion in Owen v. Cannon has garnered little notice or press coverage, but deserves attention not only because the hybrid fiduciary duty-appraisal decision is Chancellor Bouchard’s first foray into the appraisal space, but because it reinforces some basic appraisal tenets and yet also bucks what some have called a recent…
With Unreliable Management Projections and No Market-Based Models, Delaware Chancery Pegs Fair Value to Merger Price
Delaware’s latest appraisal decision in LongPath Capital v. Ramtron International Corp. adopted the merger price as its appraisal valuation, but stands apart from the other recent appraisal decisions that likewise fell back on transaction consideration. Here, the court’s lengthy opinion repeatedly lamented the lack of any remotely reliable means of valuation other than the merger…
Many Roads Lead to Enterprise Value
A widely followed corner of the blog is our “Valuation Basics” series, where in earlier posts we have described many of the components of the discounted cash flow analysis, the income-based valuation methodology preferred by Delaware’s Court of Chancery. (See here, here, and here). Earlier this month we examined a market-based valuation…
Deal Lawyers Lobby Delaware Bar to Reconsider Its Refusal to Limit or Eliminate Appraisal Arbitrage
As we’ve previously posted, the Corporation Council of the Delaware bar had taken up the question of whether to ban or curtail appraisal arbitrage, and more recently decided to take no such action after determining that the practice had no discernable negative effects on mergers and acquisitions and, if anything, continued to protect shareholder value. …
Delaware Bar Finds That Appraisal Remedy Protects Investors
We posted earlier this week regarding a white paper written by the Council of the Corporation Law Section of the Delaware state bar, which was issued alongside the Council’s proposed amendments to Delaware’s appraisal statute. The Council had considered amendments to address the practice of appraisal arbitrage, but ultimately did not make any recommendations to…
Delaware Bar Committee Decides Not to Eliminate or Limit Appraisal Arbitrage
We posted last week about new legislative amendments to the appraisal remedy proposed by the Council of the Corporation Law Section of the Delaware state bar association, an influential group of Delaware lawyers. The amendments were accompanied by an explanatory white paper explaining the rationale behind those recommendations that the Council made, and of note,…
Can Drag-Along Provisions Eliminate Appraisal Rights [Part 2]?
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…