In an apparent question of first impression, the Delaware Court of Chancery is considering whether stockholders in a Delaware corporation can relinquish their rights to object to the sale of the company and waive fiduciary duty claims through a stockholder agreement. Law360 reports here that Vice Chancellor Sam Glassock III has asked for supplemental motion-to-dismiss
A recurring topic in appraisal litigation (and merger litigation more generally) is that potential buyers, and in particular those who are most engaged with the company get a “look under the hood” that general investors do not. But this simplistic analogy may actually understate the informational advantage of a buyer compared to the market at
CLS BlueSkyBlog recently posted regarding the interaction of the Delaware business judgment rule and appraisal. Focusing on the Delaware Supreme Court’s commentary in Dell, the author of the post highlights that unlike Dell – which was a management buyout – hostile takeovers may implicate the intersection of appraisal and the business judgment rule
In this post by Professor Afra Afsharipour of the UC Davis School of Law, she discussed what she identifies as the bidder overpayment problem, where bidders often pay more for publicly traded targets due to managerial agency costs and behavioral biases. The article notes that there are less monitoring mechanisms for bidder shareholders than there
The Harvard Law School Forum on Corporate Governance and Financial Regulation has published a post by authors Professor Yair Listokin and Mr. Inho Andrew Mun, regarding corporate law in a financial crisis. Reviewing the crisis in 2008 and the rescue mergers that occurred, the authors propose that during a financial crisis, corporate law changes–in particular
In a new post by the Harvard Law School Forum on Corporate Governance and Financial Regulation, Professor Albert Choi (Virginia Law School) and Professor Eric Talley (Columbia Law School) present their new working paper, which asks how best to measure “fair value” in an appraisal proceeding.
Applying principles of game theory and auction design,