We’ve posted before about the article by Professors Charles Korsmo and Minor Myers analyzing the recent surge in appraisal activity. These co-authors have prepared a new draft article to be published in the Delaware Journal of Corporate Law, proposing reforms for appraisal litigation. Based on their latest research the authors stand by their prior conclusion
Number of Appraisal Rights Filings
Opportunities with Appraisal Litigation
Today’s Hedge Fund Law Report ran an article about the appraisal remedy, its positive results and its distinctiveness from traditional stockholder litigation. That article, “Stockholder Appraisal Actions Present an Attractive Litigation-Based Strategy for Hedge Fund Managers,” also discusses the proposed legislative amendments, judicial limitations and potential opportunities that we’ve posted on before.
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…
AOL Stockholders Seek Increased Returns Through Appraisal
As reported in the Wall Street Journal, stockholders owning about 5 percent of AOL, Inc., are seeking greater returns than the $50/share buyout price paid by Verizon Communications by pursuing appraisal of their shares. The deal was valued at $4.4 billion. As reported in the article, this appraisal case is yet another example of…
“Shareholder Litigation That Works”
Professors Korsmo and Myers have once again lauded the benefits of appraisal litigation and chastised its critics for pressuring the Delaware bar council to reconsider its recent decision not to limit or eliminate appraisal arbitrage. In their latest piece, the authors reaffirm their findings that appraisal cases comprise that rare form of shareholder suit…
Deal Lawyers Lobby Delaware Bar to Reconsider Its Refusal to Limit or Eliminate Appraisal Arbitrage
As we’ve previously posted, the Corporation Council of the Delaware bar had taken up the question of whether to ban or curtail appraisal arbitrage, and more recently decided to take no such action after determining that the practice had no discernable negative effects on mergers and acquisitions and, if anything, continued to protect shareholder value. …
Delaware Bar Finds That Appraisal Remedy Protects Investors
We posted earlier this week regarding a white paper written by the Council of the Corporation Law Section of the Delaware state bar, which was issued alongside the Council’s proposed amendments to Delaware’s appraisal statute. The Council had considered amendments to address the practice of appraisal arbitrage, but ultimately did not make any recommendations to…
Delaware Bar Committee Decides Not to Eliminate or Limit Appraisal Arbitrage
We posted last week about new legislative amendments to the appraisal remedy proposed by the Council of the Corporation Law Section of the Delaware state bar association, an influential group of Delaware lawyers. The amendments were accompanied by an explanatory white paper explaining the rationale behind those recommendations that the Council made, and of note,…
Delaware Bar Committee Introduces Proposed Legislative Amendments to Appraisal Remedy
The Corporation Council of the Delaware bar released proposed amendments to Delaware’s General Corporation Law last week. Among the various proposals, ranging from fee-shift provisions to forum-selection clauses in corporate bylaws, the committee proposed two changes to Delaware’s statutory appraisal remedy: first, to bar appraisals by shareholders holding 1% or less of the outstanding stock…
How Appraisal Rights Litigation Adds Value to Deals
A new piece by Reuters Breakingviews, M&A at Last Finds a Way for Lawsuits to Pay, covers last week’s rulings on appraisal arbitrage by the Chancery Court in Ancestry.com and BMC (which we posted about last week), and also observes generally that appraisal actions are “surprisingly successful” and are thus witnessing a…