Legal news site Law360 ran this analysis [$$$] of Aruba, focusing on whether the decision should be seen as a fight between valuation methodologies, or between two courts trying to fulfill their respective roles. The Chancery Court, left to apply the Delaware Supreme Court’s precedent to complex fact situations and manage cases from their infancy
No Proof of Wrongdoing Needed
Law360: Do We Need a “New” Appraisal Checklist?
Legal news site Law360 published this analysis [$$$] about whether, in light of Aruba, it’s time for a new “checklist” on appraisal. The core takeaway is something academics have been observing over time: appraisal is growing closer to breach of fiduciary duty litigation – and the space between the two types of cases is…
“Appraisal After Dell” from The Corporate Contract in Changing Times
“Appraisal after Dell” by Professor Guhan Subramanian has been published in the book “The Corporate Contract in Changing Times: Is the Law Keeping up?” While the book covers a number of topics in recent corporate law, including challenges to Delaware primacy, activism, and disclosure-only settlements with respect to mergers, it also covers the oft-changing world…
Does an Appraisal Action Preclude a Fiduciary Breach Claim?
No. At least according to Vice Chancellor Slights III in the case In re Xura, Inc. Stockholder Litigation, C.A. No. 12698-VCS (Del. Ch. Dec. 11, 2018). While it is true that in many circumstances appraisal is the exclusive remedy… not always!
Xura highlights that the facts of each case matter and that an investor…
Supreme Court’s Appel Decision Links Disclosure Issues With Appraisal
Some authors have noted that appraisal has become the disciplining remedy for the fiduciary duties of corporate managers. This may be true, regardless of the fact that appraisal is an independent and distinct remedy from fiduciary duty litigation. But sometimes the two are inextricably bound.
In late February 2018, the Delaware Supreme Court handed down…
Insurance and Appraisal
In a recent article on PolicyHolder Pulse attorneys from Pillsbury explore whether Directors and Officers (“D&O”) insurance covers, or could be considered to cover, Delaware appraisal claims. Critical to this analysis is whether an appraisal case raises issues of “Wrongful Acts” by the Board – including, for example, collusive behavior, or other process defects. The…
CLS BlueSky: Podcast with Vice Chancellor Laster
In a recent podcast, the Columbia Law School BlueSky Blog features Delaware Vice Chancellor Laster – whose appraisal decisions we have covered repeatedly – discussing the appraisal remedy. While the entire podcast is certainly worth a listen, some important topics include the history of appraisal (~1:30); when markets may depart from fair value (~5:50);…
Does the Appraisal Remedy Discipline Corporate Management?
In a March 2016 working paper, Corporate Darwinism: Disciplining Managers in a World With Weak Shareholder Litigation, Professors James D. Cox and Randall S. Thomas detail several recent legislative and judicial actions that potentially restrict the efficacy of shareholder acquisition-oriented class actions to control corporate managerial agency costs. The authors then discuss new corporate…
Court Reaffirms Independence and Importance of Appraisal Rights Remedy
Last week, the Delaware Court of Chancery issued an opinion in In re Orchard Enterprises, Inc. Shareholder Litigation (Del. Ch. Aug 22, 2014) concerning an application for attorneys’ fees (we have previously posted about a significant 2012 decision in that same case by former Chancellor Strine). We found the court’s latest decision noteworthy for two…
Chancellor Strine’s Elevation To Chief Justice of Delaware’s Supreme Court Will Benefit The Appraisal Process
Among the thirty-five appraisal rights opinions written by Chancellor Strine over the past decade are some of the most cited and comprehensive treatments of the appraisal rights remedy to date. On January 29, 2014, the Delaware General Assembly unanimously confirmed Chancellor Strine’s appointment to the Delaware Supreme Court, where he will also become the court’s…