Devon Energy Corporation seeks to have the Delaware Chancery Court validate a shareholder vote after a notice snafu resulted in approximately 15% of shareholders receiving untimely notices on a $15 billion merger. After the merger closed between Devon Energy and WPX Energy, Inc. in January 2021, Devon Energy’s sub-contractor Broadridge Investor Communication Solutions, Inc. learned
Merger Vote
Professor Suggests Changing the Merger Process, Making Voting Faster
The vast majority of publicly announced mergers are approved by shareholders, certainly more than 90% no matter how you reasonably slice the data. One way to view this data is that shareholder votes are perfunctory rubber stamps; but another is to view the merger process as self-selecting – a publicly announced merger is one that…
‘When’ Is an Important Question for Measuring Fair Value
In appraisal, across the majority of states–and those countries we have reviewed–the main question is the “fair value” of a petitioner’s shares. Some courts and commentators have mixed “fair value” with a similar but economically distinct term: “fair market value.” But even if everyone agrees on what fair value means, that does not mean the…
National Law Review Covers Dr. Pepper Decision
We’ve written before about the Dr. Pepper case and its impact on appraisal. For another view, see the National Law Review article recapping the decision.
Will Dr Pepper Result in More No-Appraisal Reverse Triangular Mergers? Lawyers Say No.
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…
Court Finds Dr. Pepper Shareholders Have No Appraisal Rights in Reverse Triangular Merger
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…
Shareholders Sue Dr. Pepper Over Deal Structure/Appraisal Rights
If a company structures a merger to avoid appraisal rights, does a shareholder have no recourse? That question will no doubt be part of the debate as City of North Miami Beach v. Dr. Pepper Snapple Group, Inc. is litigated. In a complaint filed in Delaware Chancery court on March 28, 2018, plaintiffs, a putative…
Korsmo & Myers Article Analyzing Surge in Appraisal Activity Now Published
We have blogged before (see here) about a then-forthcoming law review article by Professors Charles Korsmo (Associate Professor at Brooklyn Law School) and Minor Myers (Associate Professor at Brooklyn Law School) analyzing the value-creation resulting from the increased use of appraisal arbitrage. The authors’ paper has now been published in the final 2015 issue…
Mining for Gold in the Silver State: Nevada Appraisal Rights
When the Delaware legislature recently struck down fee-shifting bylaws — those internal corporate laws that force losing plaintiffs to pay the company’s legal fees — it prompted a slew of commentary (e.g., here and here) suggesting Delaware may lose its place as the top venue to incorporate. Nevada has been making a…
Table Is Set in Dell Case for Another Look at Arbitrage
On Monday the Delaware Chancery Court heard challenges by Dell to the entitlement of various dissenting shareholders to pursue their appraisal claims. Dell’s challenges included failures by shareholders to timely and accurately assert their appraisal rights, and a lack of continuous ownership of Dell stock based on purported changes in the nominal ownership of such…