Law360 [$$] recently covered appraisal rights, presenting an analysis by attorneys at Fried Frank [pdf] discussing the SWS appraisal decision. In their article, the Fried Frank lawyers note their view that it is a “misconception” that SWS heralds a new likelihood of below-merger-price appraisal decisions. Reviewing the SWS decision and the appraisal jurisprudence, the
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DFC Global a “Lightning Rod” for the Merger-Price Debate
By Steve Hecht on
The Financial Times published this critical assessment [$$$] of the DFC Global ruling and of the appraisal arbitrage strategy more generally, observing that the pending DFC Global appeal frames the current debate about what role, if any, merger price should play in appraisal cases.
CLS BlueSky: Podcast with Vice Chancellor Laster
By Steve Hecht & Rich Bodnar on
In a recent podcast, the Columbia Law School BlueSky Blog features Delaware Vice Chancellor Laster – whose appraisal decisions we have covered repeatedly – discussing the appraisal remedy. While the entire podcast is certainly worth a listen, some important topics include the history of appraisal (~1:30); when markets may depart from fair value (~5:50);…
“Singing Appraisals” – BreakingViews Commentary
By Steve Hecht & Rich Bodnar on
Posted in Award Premium, Merger Price
In a piece published by BreakingViews (a Reuters site), “Singing Appraisals” author Reynolds Holding talks about the benefits of the appraisal remedy and how it can be a “useful check on unfair transactions.” We’ve posted previously on the importance of the appraisal remedy.
More Academic Commentary on the Role of Merger Price in Appraisal
By Steve Hecht on
Professor Guhan Subramanian of the Harvard Business School, who was one of the Dell stockholders’ experts in the Dell appraisal case focused on the M&A deal process, has developed an ostensive “middle ground” between the competing approaches advanced by the respective amicus briefs filed by some two dozen law and economics professors in the DFC…
Delaware Supreme Court Accepts Amicus Brief of Law & Economics Professors Resisting Merger Price Rule
By Steve Hecht on
Further to our posts about the DFC Global appeal, today the Delaware Supreme Court granted the February 3 motion by the Law & Economics Professors arguing against the adoption of a presumption requiring chancellors to defer to merger price in all M&A deals resulting from an apparently robust auction process. The Supreme Court is now…
DFC Global Appeal Sets Stage for “Intellectual Cage Match”
By Steve Hecht on
Further to our recent post about the newest amicus brief offered up to the Delaware Supreme Court — arguing against the adoption of a merger price rule in appraisal cases — the Business Law Prof Blog posted this balanced assessment of the competing amici briefs and highlighted their key takeaways. Quoting in turn to the…
New Group of Law Professors Seeks to be Heard by Delaware Supreme Court**
By Steve Hecht on
Further to our prior posts on DFC Global’s appeal to the Delaware Supreme Court, a new group of law and economics professors moved the Court on Friday to consider their brief rebutting the amicus brief previously filed in support of DFC Global’s appeal; the prior brief argued for instituting a new rule requiring deference…
“Appraisals Gone Wild”
By Steve Hecht on
This article by Stout Risius Ross surveys all appraisal rulings since 2010 and identifies certain key metrics in those decisions, including the court’s valuation methodology, whether an auction or go-shop was included in the M&A transaction, and the mean and median premium over merger price resulting from those awards.
Delaware Supreme Court Allows Law Professors to Be Heard in DFC Global Appeal
By Steve Hecht on
We have posted before about the amicus brief that a collection of law professors has asked to put before the Delaware Supreme Court as it hears the DFC Global appeal. On Friday, the Supreme Court granted their request and will consider their submission advocating that the chancery courts should defer to the merger price when…