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

In April 2018, shareholders of Dr. Pepper filed a lawsuit challenging a merger with Keurig – a deal they called convoluted and which was allegedly designed to deny them appraisal rights.  One particular branch of that challenge, that the deal itself actually should have carried appraisal rights, was decided in June 2018 against the

In its recent blog post, VentureCaseLaw covers a 2015 Delaware decision and how Delaware law deals with appraisal in instances where a Company has drag-along rights. In summary:

Venture-backed companies should not assume an implied waiver of minority appraisal rights in a merger that utilizes a voting agreement’s drag-along rights if procedural requirements are

Professor Robert Reder and Vanderbilt JD candidate Blake Woodward have published a piece in the Vanderbilt Law Review En Banc reviewing the Delaware Supreme Court’s DFC decision and the intricacies of Chancellor Strine’s 85 page opinion. We’ve posted extensively about DFC throughout its history.  The authors of the current piece point out that DFC

Authors from Potter Anderson write in the spring 2018 edition of Delaware Laws Governing Business Entities [$$] that recent developments in appraisal have restored ‘balance’ to the remedy.  Citing case law where courts have deferred to deal price, amendments to the appraisal statute, and the statutory authorization of distributed ledger (i.e., blockchain) technology for corporations,

Last month, we saw authors calling appraisal a maze, and now, an analogy to a sculpture.  In the journal M&A Law [$$], April 2018 edition, authors from Wilson Sonsini write about how recent Delaware cases have shaped and sculpted the appraisal remedy, but left open a number of issues for future decisions.  Citing Aruba,

On April 23, 2018, the Delaware Supreme Court affirmed last July’s Chancery court ruling in the Clearwire case.  This decision ends the appeal by Clearwire shareholders looking to overturn the lower court decision finding that Clearwire was worth $2.13 per share, below the $5 merger price. When the Supreme Court, or any appellate court,

The Harvard Law School Forum just put out this piece on appraisal, wherein attorneys from Debevoise & Plimpton discuss the current state of Delaware appraisal jurisprudence and seek to place the key recent decisions in the context of the overall arc of appraisal law.  The attorneys close with this observation:

So where does this leave