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 Recent research (unpublished) suggests it does.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
We previously wrote about the Interoil decision, where the Yukon Court of Appeal overturned a decision applying a discounted cash flow analysis to a Canadian appraisal proceeding, holding that the trial court failed to give proper consideration of merger price. Discussion of the Interoil decision has been significant among Canadian and international law firms, including
We’ve previously written about how appraisal rights are a factor considered by deal-makers during the merger process, as well as by in-house counsel and other professionals involved in mergers: but are appraisal rights part of the decision-process when deciding where to incorporate? Perhaps they should be, as one writer has compared the appraisal regimes in
We previously posted about Domini Investment Trust’s proxy guidelines in favor of appraisal – the 2020 version reaffirms prior guidance, indicating Domini will “[v]ote for proposals to restore, or provide shareholders with, rights of appraisal.”
Per JDSupra, the Yukon Court of Appeal overturned a decision applying a discounted cash flow analysis to a Canadian appraisal proceeding, holding that the trial court failed to give proper consideration of merger price. Citing factors that would be familiar to a US practitioner, including the deal process, the existence (or lack thereof) of