Photo of Rich Bodnar

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.

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We’ve covered South African appraisal rights before – it remains a jurisdiction with active valuation and appraisal disputes making the news.   One recent news article recaps a situation involving South African appraisal in the case of Sabvest Capital/Sabcap.

Per the article, and this filing, “Sabcap” acquired all the shares of “Sabvest” in exchange for

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Do stockholders as a group lose something when the appraisal remedy is weakened, perhaps overly so?  And should something be done about it?  Is there social utility in appraisal arbitrageurs testing merger prices, such as by keeping buyers and sellers honest in what may otherwise be a rather unfair market?

These questions are addressed, along

Major proxy firm Institutional Shareholder Services (ISS) issues guidance every year for investors laying out ISS’s recommendations for voting on various shareholder issues.  The 2021 US voting guidelines, in line with the 2020 guidelines, recommend voting in favor of appraisal rights.  This is of little surprise as appraisal rights remain critical shareholder rights and

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:

  • Of relevance to private company investors: what is the standard of review appropriate when

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

Private vs Public Company - Key Differences Between the Two

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

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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