Delaware law generally respects corporate separateness, but in rare cases will disregard the corporate form to prevent fraud or injustice. Earlier this year, in Manichaean Capital, LLC v. Exela Technologies, Inc., 2021 WL 2104857 (Del. Ch. May 25, 2021), Vice Chancellor Slights issued the first Delaware decision recognizing reverse veil-piercing, in which liability is
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
Per Law360 [$$$], the Delaware Superior Court granted a joint motion for interlocutory appeal from its prior order denying summary judgment to the insurers and causing a flurry of analysis of the opinion, which opened the door for D&O insurance to cover appraisal claim defense costs and prejudgment interest. See our prior coverage here and
We’ve written before about the follow-on decision from Solera* which found that an appraisal claim can count as a “securities claim” for D&O policy purposes – see Lowenstein’s alert on the topic. Coverage of that decision continues.
For public company shareholders, a cashout merger offer (even one at a too-low price) tells you that someone wants your shares and intends to pay you cash for them. And, at least in US actions, it is the rare public-company focused appraisal case that concerns collections. Indeed, if an acquirer is paying cash for a
Some appraisal actions can have a long tail. In 2015, Verizon agreed to buy AOL. Shortly thereafter, some AOL shareholders demanded appraisal. The case worked its way through the Delaware Court system – something we covered on a few occasions. Ultimately, petitioners were awarded 2.6% below merger price. We covered some commentary discussing
Does D&O insurance cover appraisal? Last year we discussed this topic – and now Solera Holdings** has sued its D&O insurance providers alleging that they have refused coverage for the costs of the appraisal action as well as the interest Solera owes.
Here again we see an appraisal proceeding resulting in further litigation after