When can an investor bring an action against corporate directors and officers directly – i.e., on behalf of the investor herself, rather than derivatively, i.e., on behalf of the company? In a September 20, 2021, decision, the Delaware Supreme Court clarified a split in authority over whether corporate overpayment claims are direct or derivative
This recent piece from Forbes provides an interesting look into how Michael Dell scored a huge windfall by opportunistically taking Dell private while the stock was undervalued. Although the Delaware trial court had acknowledged a valuation much higher than the take-private price, the Supreme Court reversed mainly on policy grounds, on the rationale that public
Today the Harvard Law School Forum on Corporate Governance and Financial Regulation posted this piece by Matthew Schoenfeld, The High Cost of Fewer Appraisal Claims in 2017: Premia Down, Agency Costs Up, which studies the recent reduction in appraisal claims and the decline in M&A deal premia.