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Rich is an experienced securities litigator focusing on value-generating legal strategy.  Rich brings to each matter a deep knowledge of the quantitative methods side of securities litigation, especially damages computation, event studies, econometrics/economics and the theories, tools, and strategies involved in the preservation and maximization of the value of client’s securities claims.

On April 23, 2024, the FTC announced a rulemaking banning noncompete agreements. Noncompetes, which generally restrict employees from working for competitors after leaving a company, have faced increasing scrutiny in recent years. With the new rulemaking in place, how will banning noncompetes (if ultimately implemented) affect valuation litigation?

Noncompetes act as a negative right

RKS thanks Daniel Kalansky, Partner at Loria e Kalansky Advogados and Professor in the LLM program at Insper University for this guest post.  Professor Kalansky holds a PHD in Corporate Law from the University of São Paulo – USP and is the Former president of the Brazilian Institute of Business Law – IBRADEMP.   To

Stewart Investors, an asset manager focused on emerging markets equity, reaffirmed its policy of voting in favor of appraisal rights in its most recent proxy guidelines.  Keeping it simple, Stewart wrote it would “Vote for proposals to restore, or provide shareholders with, rights of appraisal.”

This is consistent with its prior proxy guidance, which we

The State of Michigan Retirement System Proxy Voting Guidelines are straightforwardly “for” on appraisal, writing:

“Appraisal rights are intended to help protect shareholders from unfair pricing in corporate transactions. The SMRS will vote for proposals that (i) provide shareholders with appraisal rights, (ii) restore rights of appraisal, or (iii) which otherwise support rights

Major proxy advisory firm Institutional Shareholder Services (ISS) issues guidance every year for investors laying out ISS’ recommendations for voting on various shareholder issues.  The 2022 US voting guidelines recommend voting in favor of appraisal rights when such rights are on the ballot.  This is in line with the 2021 guidelines (which we covered).