Further to our prior post on valuing publicly-traded stock held by an appraisal target, several Delaware cases following Paskill v. Alcoma Corp.’s 2000 ruling have continued applying the principle that where an appraisal target’s “operative reality” at closing is to continue holding the non-operating assets and not sell or dispose of them, those assets
It’s been eight years since the Delaware legislature amended the appraisal statute to allow appraisal respondents the discretion to prepay some or all of the merger consideration, and at a time of their choosing.
We have previously blogged to mark the anniversary of this statutory amendment, one year after the amendment and two years afterward
Today marks the five-year anniversary of the Delaware Chancery Court’s ruling in the appraisal of Stillwater Mining Company.
Of continuing vitality today is the Court’s special focus on the right of the appraisal claimant to receive the benefit of any change in value of the appraised asset between signing and closing. As recognized in
An interesting question has surfaced lately: how does publicly traded stock get valued when held by an M&A target that is itself the subject of an appraisal action? Not a ton of guidance on this question, but we did locate a turn-of-the-century case worth dusting off: in Paskill Corp. v. Alcoma Corp., Delaware’s Supreme
Appraisal petitioners who receive a fair value award are entitled to interest as set by statute. In particular, DGCL § 262 provides that “. . . interest from the effective date of the merger, consolidation, conversion, transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue
Delaware’s latest decision on the combined pursuit of appraisal and fiduciary duty claims continues the Delaware tradition of welcoming the litigation of those claims jointly up until the time an election between the two must be made. Vice Chancellor Laster’s recent Opinion in In re Columbia Pipeline Group, Inc. Merger Litigation, C.A. No. 2018-0484-JTL
This post kicks off a running series of thoughts we’ll be sharing on earn-outs. But first, some basics.
Earn-out provisions appear to solve several problems in the M&A space: they might provide the grease needed to close a sticky transaction, easing a buyer’s concerns over the target’s strategic fit or expected performance. They could also
The debate over “MFW creep” tends to distract from understanding just what protections the Delaware courts have been intending to provide in controller transactions. Much of the commentary on the Delaware Supreme Court’s recent ruling over Match.com’s restructuring focuses on the “MFW creep” sideshow rather than the main event: the question of who the Delaware
MJBizCon2021 was as explosive as the cannabis industry itself. The range of programs, volume of exhibits and sheer number of attendees, despite the continuing impact of the pandemic, reflected the vibrant and fast-growing cannabis space itself.
Cannabis valuation continues to take center stage in any discussion about the operational, financial or regulatory aspects of the
[RKS Partner Steve Hecht is currently at MJBizCon, the largest Cannabis business conference in the US.]
The diversity of businesses and business lines here at MJBizCon is one of the first things that hits you. While cannabis itself is sometimes thought of as either an agricultural business or a retail business, the reality is