Business Law Today previously posted this piece discussing key Delaware General Corporate Law differences between merger, conversions and domestications. A sometimes forgotten reason for a merger or other major corporate action is to change the jurisdiction of incorporation and thus, usually, the regulatory or tax regime associated with it. Mergers effectuated even for this purpose
On Oct. 24, Potter Anderson & Corroon LLP presented a webinar on the Delaware Limited Liability Company Act (DLLCA), including amendments to contractual appraisal rights. We noted previously that this update was occurring.
The webinar highlighted that this year’s amendments to the DLLCA now provide for contractual appraisal rights in new situations. Previously, the DLLCA
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