Appraisal is Pro-Investor

Investment manager Russell Investments’ proxy guidelines lay out that the manager will “vote for proposals to restore, or provide shareholders with, rights of appraisal[.]” This, despite the same guidelines setting out a general rule that Russell will vote for mergers themselves if Glass Lewis suggests a “for” vote, except for case by case instances. This

Domini Investment Trust is a “women-led SEC registered investment adviser specializing exclusively in impact investing.” Domini’s proxy voting guidelines for 2019 set out that while Domini analyzes mergers on a “case-by-case” basis, it will vote for appraisal rights proposals. As we’ve blogged about before, and will be covering this month, investors’ proxy guidelines often favor

Recently, Vice Chancellor Slights refused to grant Carl Icahn and affiliates’ novel request for a company’s books and records in order to mount a proxy contest against Occidental for agreeing to an allegedly bad deal with Anadarko. The Vice Chancellor ruled that furthering a proxy contest was not a “proper purpose” to support the activist

Does the existence of the appraisal remedy, and its use, have an effect on arbitrage spreads? If the appraisal remedy results in lower arbitrage spreads, then one can conclude that shareholders writ large are benefiting from the appraisal remedy – the argument advanced by Professors Brian Broughman, Audra Boone, and Antonio Macias in their piece

As we have noted repeatedly, appraisal is a shareholder-protective remedy.  While much of the academic and media commentary on appraisal focuses on Delaware and appraisal in the context of large public mergers, appraisal exists beyond Delaware, and in contexts far removed from headline making mergers. For example, in New York, appraisal rights are afforded to