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
When considering how to structure a deal – consider appraisal. That’s one of the takeaways from a detailed M&A presentation by lawyers at Morgan Lewis. As we’ve covered before, the existence of appraisal rights, how they may be exercised, and what percentage of shareholders may exercise appraisal rights are considerations for deal lawyers
Is the “go shop” still an effective tool for ensuring the maximization of business value? Maybe not – according to recent research by Prof. Guhan Subramanian of Harvard Business School. A “go shop” provision, in short, is when a seller comes to agreement with a buyer, but then there is a post-agreement process where
A recurring topic in appraisal litigation (and merger litigation more generally) is that potential buyers, and in particular those who are most engaged with the company get a “look under the hood” that general investors do not. But this simplistic analogy may actually understate the informational advantage of a buyer compared to the market at
“Appraisal after Dell” by Professor Guhan Subramanian has been published in the book “The Corporate Contract in Changing Times: Is the Law Keeping up?” While the book covers a number of topics in recent corporate law, including challenges to Delaware primacy, activism, and disclosure-only settlements with respect to mergers, it also covers the oft-changing world
Delaware law firm Morris James has put out a list of the “Top Ten” 2018 developments in Delaware corporate law, and lists two appraisal cases, Aruba, and Dr. Pepper as #10 and #1, respectively. As with many 2018 appraisal retrospectives, Morris James sees further developments still to come in 2019, in particular important
In the wake of the Dr Pepper decision that a reverse triangular merger does not carry appraisal rights and considering corporate counsel’s growing concern over appraisal petitions, one might wonder whether we will see a rush of reverse triangular mergers in order to try and thwart investor’s appraisal rights. Lawyers from Fried Frank say no