Today marks the five-year anniversary of the Delaware Chancery Court’s ruling in the appraisal of Stillwater Mining Company.
Of continuing vitality today is the Court’s special focus on the right of the appraisal claimant to receive the benefit of any change in value of the appraised asset between signing and closing. As recognized in
We covered the Panera decision* when it came out, including the holding that prepayments are nonrefundable under the appraisal statute, as well as early commentary on the decision. For further commentary on Panera, see these sources:
Harvard Law Forum Covers Panera
Delaware Litigator Blog Covers Panera
*RKS attorneys
Panera, the most recent Delaware appraisal case involving a public company, was decided by the Chancery court last week. A major takeaway from the case: prepayment does not allow for a refund. Commentary has been coming in, including these highlights:
• Law360: Panera case “nods” to deal price. {$$$}
• Law firm
Last week, the Delaware Chancery Court decided the Panera case.* While awarding deal price, the Court also decided a question involving prepayment – and whether there can be refunds – for the first time. The Court decided that, based on the statutory text, refunds of prepayment are not allowed. In other words: when a company
In reviewing current “hot topics” in M&A, law firm Sullivan and Cromwell writes this about the current state of appraisal, given the continued developments from multiple major appraisal cases in the past couple years:
“Post-Aruba Appraisal Landscape: Following the Delaware Supreme Court’s decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (April 17
Valuation firm Willamette Management Associates has put out a pair of articles discussing the calculation and treatment of synergies in appraisal actions. At least in Delaware, the value of an appraisal petitioner’s shares is to be fixed as the fair value of the company less synergies. Synergies can thus become a significant battleground in
When considering how to structure a deal – consider appraisal. That’s one of the takeaways from a detailed M&A presentation by lawyers at Morgan Lewis. As we’ve covered before, the existence of appraisal rights, how they may be exercised, and what percentage of shareholders may exercise appraisal rights are considerations for deal lawyers
Legal news site Law360 provides this analysis [$$$] of what has occurred in Delaware law in the third quarter of 2019, including developments in appraisal. As the Delaware courts have grappled with the trio of Delaware Supreme Court decisions impacting appraisal – DFC Global, Dell, and Aruba – the decisions coming from the
Today, the Delaware Chancery Court (Vice Chancellor Laster) decided the Stillwater Mining appraisal case, awarding merger price plus interest.*
A copy of the opinion can be found here.
*RKS attorneys are counsel to petitioners in this matter.
Blog World of Securities Regulation has this extensive breakdown of the recent Columbia Pipeline decision. The author notes that the Columbia Pipeline analysis goes through each factor, or sub-analysis, that the Delaware courts have considered relevant (to varying degrees) in appraisal proceedings recently. These include: