Does Washington state offer appraisal rights (also known as dissenters rights)?
Yes it does – according to this post from the Jacob Freeman Law Firm in Seattle. And unlike Delaware (indeed, unlike the majority of US states), Washington does not have a “market out exception”. We’ve covered before that the somewhat maligned “market out
Shareholder rights (at least in Delaware) include the right to inspect the books and records of the company for a “proper purpose”. What is a proper purpose? We’ll be covering a number of cases in the coming months on this oft-contested issue. For today: enter Woods Tr. of Avery L. Woods Tr. v. Sahara Enterprises
AmerisourceBergen Corp. has asked the Delaware Supreme Court to reverse a Chancery Court ruling allowing shareholders the right to investigate the company’s books and records for corporate wrongdoing in connection with the opioid crisis. Amerisource Bergen argued before the full five-member panel that Vice Chancellor Laster’s prior ruling went too far and invites harassment.
Books
The SEC has recently enacted rules that make it tougher for shareholders to submit ballot proposals. As we previously blogged about, the rules now approved by the SEC by a 3-2 vote: (1) increase the monetary amounts and length of investment required to submit shareholder proposals and (2) raise the threshold of shareholder support required
We’ve previously written about how appraisal rights are a factor considered by deal-makers during the merger process, as well as by in-house counsel and other professionals involved in mergers: but are appraisal rights part of the decision-process when deciding where to incorporate? Perhaps they should be, as one writer has compared the appraisal regimes in
Kramer Levin Naftalis & Frankel LLP posted on Lexology [$$$] about the availability of so-called drag-along rights in private equity deals, which would require minority shareholders to waive rights to appraisal or otherwise challenge controlling shareholder transactions. According to the post, these drag-along rights have become standard fare in stockholder or similar agreements for controlling
In a lengthy decision, Delaware Vice Chancellor Laster ruled that shareholders had the right to inspect the formal board materials of AmerisourceBergen Corporation and conduct a 30(b)(6) deposition to determine whether they needed additional documents, including informal board materials and officer-level documents.
In Lebanon Cty. Emp. Ret. Fund v. AmerisourceBergen Corp., stockholders sought to
The Brazilian government proposes strengthening protections for minority shareholders in the wake of corruption scandals, such as Petrobras. The new law would allow minority shareholders the right to seek judicial compensation in the event of misconduct by the company’s board. Shareholders of Brazilian corporations are already entitled to appraisal rights, subject to a few exceptions
In a 3-2 vote, the SEC recently agreed to propose stricter voting requirements on shareholder proposals. The proposed rule would raise the threshold of shareholder support required to resubmit proposals previously voted down by shareholders. While SEC Chairman Jay Clayton proclaimed that the changes will help weed out unconstructive shareholder proposals, SEC Commissioner Robert J.