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investor litigation.  He has represented clients as both plaintiffs and defendants in direct securities claims, class actions, opt-out actions, indenture and credit agreement-related actions, appraisal proceedings, bondholder litigations, activist actions, and litigation involving structured finance among other areas. Larry is a partner of Rolnick Kramer Sadighi LLP.

We previously covered the proposed DGCL amendments, which would make changes to the appraisal statute with respect to intermediate-form mergers, and clarify requirements for disclosure with respect to the number of shares not voting for a merger.

If adopted, the appraisal amendments would become effective August 1, 2018.

Coverage of these proposed amendments has intensified;

Our “Valuation Basics” series has focused on the various components of a discounted cash flow analysis under the income approach, which seeks to value a company based on the present value of its projected cash flows.  This post and those to follow in this series will now move away from the income approach

Prior posts in our “Valuation Basics” series have examined the various components of the cost of equity capital under the Capital Asset Pricing Model (“CAPM”). In this post we continue our discussion of those components, focusing on the equity risk premium and its modifying coefficient, the beta.

The CAPM has become the Delaware Court of

On May 12, 2014, the Delaware Court of Chancery issued its latest appraisal opinion, Laidler v. Hesco Bastion Environmental, Inc., addressing, among other things, the limitations on the use of merger price in an appraisal proceeding.

The petition for appraisal was brought by a former employee of Hesco Bastion USA, Inc. (“Hesco”), which manufactured

In a prior post, we explained how the Capital Asset Pricing Model (“CAPM”) has become one of the frequently employed methods used by the Delaware Court of Chancery to calculate the cost of equity for the discount rate in a DCF analysis. In this post, we focus on one specific component of the CAPM:

The purchaser of a company through merger often argues in a subsequent appraisal action that the price paid was too high and that the dissenting shareholder should be paid a lower amount. Tactically, it is important for the purchaser to impress the dissenting shareholder with down-side risk in pursuing the appraisal. The resulting inference of

Institutional investors should be keenly aware of their returns during the pendency of an appraisal proceeding, since such costs may go a long way toward reimbursing the investor for the cost of such a proceeding. Under Delaware law, a shareholder who seeks to appraise the value of its shares is generally entitled to “interest from

As more fully explained in a Law360 article by the same authors of this Blog, just last month the Delaware Chancery Court squarely rejected any suggestion that the merger price paid for a company is a proxy for the fair value of its stockholders’ shares. Consistent with two landmark Delaware rulings of the past few

Dell’s Proposed Take-Private Transaction Brings Appraisal Rights Into Focus

In response to Michael Dell’s recent offer of $13.65 per share to take Dell Inc. private, Carl C. Icahn reminded his fellow shareholders of a powerful but underutilized tool under Delaware law to maximize their investment returns in the proposed transaction.  His message:  exercise your appraisal

Dell’s Proposed Take-Private Transaction Brings Appraisal Rights Into Focus

In response to Michael Dell’s recent offer of $13.65 per share to take Dell Inc. private, Carl C. Icahn reminded his fellow shareholders of a powerful but underutilized tool under Delaware law to maximize their investment returns in the proposed transaction.  His message:  exercise your appraisal