Governor John Carney has nominated Prickett Jones & Elliot, P.A. partner Paul A. Fioravanti, Jr. to the Delaware Court of Chancery. The seat was left open by Justice Tamika Montgomery-Reeves’ nomination to the Delaware Supreme Court. At Prickett Jones, Fioravanti focused on corporate and commercial litigation, including mergers and acquisitions, fiduciary duty obligations, corporate governance,
The Brazilian government proposes strengthening protections for minority shareholders in the wake of corruption scandals, such as Petrobras. The new law would allow minority shareholders the right to seek judicial compensation in the event of misconduct by the company’s board. Shareholders of Brazilian corporations are already entitled to appraisal rights, subject to a few exceptions
Law360 highlights several appraisal decisions in its list of the biggest Delaware cases of 2019. The article notes that among the 2019’s notable Supreme Court decisions was Aruba Verition Partners Master Fund Ltd. et al. v. Aruba Networks Inc., where the Court rejected reliance on Aruba’s stock price in determining fair value. The article
Whether communications or work product by a third party destroy the privilege enjoyed between attorney and client is a hotly contested issue in litigation, and appraisal is no exception. For instance, the New York Appellate Division recently held that a valuation report created by a third-party consulting firm to appraise the plaintiff’s stock in the
Recently, Vice Chancellor Slights refused to grant Carl Icahn and affiliates’ novel request for a company’s books and records in order to mount a proxy contest against Occidental for agreeing to an allegedly bad deal with Anadarko. The Vice Chancellor ruled that furthering a proxy contest was not a “proper purpose” to support the activist
The Texas Court of Appeals recently held that shareholders exercising their appraisal rights under Section 10.354(a) of the Texas Business Organizations Code are not entitled to a jury trial, because appraisal is specially created and controlled by statute. Pursuant to section 10.361(e) of the Code, the court determines which owners have perfected their appraisal rights
In a 3-2 vote, the SEC recently agreed to propose stricter voting requirements on shareholder proposals. The proposed rule would raise the threshold of shareholder support required to resubmit proposals previously voted down by shareholders. While SEC Chairman Jay Clayton proclaimed that the changes will help weed out unconstructive shareholder proposals, SEC Commissioner Robert J.
On Nov. 5, 2019, PLI hosted a roundtable on Delaware developments at the 50th Annual Institute on Securities Regulation, where the speakers discussed recent Delaware appraisal decisions. The panel consisted of Patricia O. Vella, Lawrence A. Hamermesh, Lisa A. Schmidt, and the Honorable Collins J. Seitz Jr. Webinar registration can be accessed here.
On Oct. 24, Potter Anderson & Corroon LLP presented a webinar on the Delaware Limited Liability Company Act (DLLCA), including amendments to contractual appraisal rights. We noted previously that this update was occurring.
The webinar highlighted that this year’s amendments to the DLLCA now provide for contractual appraisal rights in new situations. Previously, the DLLCA
JD Supra posted about the availability of freeze-out mergers as a legal avenue for majority owners of private companies in Texas. The author noted that the freeze-out merger is a legal avenue that is “used with some regularity in Texas and is rarely disallowed by the governance documents of most companies.” According to the post,