The Delaware Supreme Court heard argument on January 13th in the SourceHOV case, with interesting issues on the proper standard of review, the concept and application of operative reality, and expert credibility coming up. Some key questions asked and argued were:
Chancellor Andre G. Bouchard of the Delaware Chancery Court will retire effective April 30, 2021.
Chancellor Bouchard handed down a number of major appraisal decisions during his time on the bench, including Solera, DFC Global, Cirillo Family Trust, and Farmers & Merchants. We covered his appointment in 2014, and his first
It looks likely – per this blog post from Deminor Recovery Services. With numerous US-listed People’s Republic of China (“PRC”) companies facing threats to their listings, the attractiveness of withdrawing from the US market may become stronger. Take privates, mergers, and other arrangements resulting in the delisting of the PRC company from the US exchange
While the appraisal landscape, and many of the major appraisal decisions of the past few years, have concerned the appraisal of public companies, it is critical for investors and practitioners to not lose sight of private appraisal.
Appraisal rights can be available to shareholders of privately held corporations, and can be exercised when a
Does Washington state offer appraisal rights (also known as dissenters rights)?
Yes it does – according to this post from the Jacob Freeman Law Firm in Seattle. And unlike Delaware (indeed, unlike the majority of US states), Washington does not have a “market out exception”. We’ve covered before that the somewhat maligned “market out
The Delaware Supreme Court has had its say on whether Directors and Officers insurance policies that covered claims for “actual or alleged” violation “of any federal, state or local statute, regulation or rule or common law regulating securities” covered appraisal actions – which, at least by statute, do not require any evidence of wrongdoing. The
Shareholder rights (at least in Delaware) include the right to inspect the books and records of the company for a “proper purpose”. What is a proper purpose? We’ll be covering a number of cases in the coming months on this oft-contested issue. For today: enter Woods Tr. of Avery L. Woods Tr. v. Sahara Enterprises
JPMorgan Asset Management released their 2020 proxy guidelines in April, and, like many other investors we have covered, the guidelines support appraisal rights. JPMorgan Asset Management’s guidelines even lay out the value of appraisal rights in a short sentence, providing:
G. Appraisal Rights
Vote for proposals to restore, or provide shareholders with, rights of
Does increased appraisal risk have an effect on manager behavior? Recent research (unpublished) suggests it does.
In this paper (earlier version), the author examines target manager disclosure behavior before and after the significant Transkaryotic decision. Reviewing mergers before and after that merger, the returns, abnormal returns, and associated disclosures by target management, the author concludes
Business Law Today previously posted this piece discussing key Delaware General Corporate Law differences between merger, conversions and domestications. A sometimes forgotten reason for a merger or other major corporate action is to change the jurisdiction of incorporation and thus, usually, the regulatory or tax regime associated with it. Mergers effectuated even for this purpose