The debate over “MFW creep” tends to distract from understanding just what protections the Delaware courts have been intending to provide in controller transactions. Much of the commentary on the Delaware Supreme Court’s recent ruling over Match.com’s restructuring focuses on the “MFW creep” sideshow rather than the main event: the question of who the Delaware
Rolnick Kramer Sadighi is sponsoring a panel alongside the New York City Bar Association’s Foreign & Comparative Law Committee on appraisal rights across jurisdictions, including practical differences between jurisdictions in the use and effectiveness of the appraisal remedy. Appraisal experts in Cayman Rocco Cecere, South African Adam Pike of Pike | Law and European
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 newest piece from Law.com [$$] analyzes the most recent appraisal decision from the Delaware Chancery Court, Regal Entertainment Group, in which the court awarded stockholders a 2.6% premium to merger price. The valuation determination followed from the court’s pegging Regal’s fair value to merger price less synergies, while adding back the increase in
The Governor of Delaware has nominated Vice Chancellor Kathaleen McCormick to the post of Chancellor (the ‘chief judge’ of the Delaware Chancery Court). The nomination is to replace retiring Chancellor Andre Bouchard.
Steve Hecht of Rolnick Kramer Sadighi LLP said of the nomination “VC McCormick has been a welcome addition to the bench
The Delaware Supreme Court heard argument on January 13th in the SourceHOV case, with interesting issues on the proper standard of review, the concept and application of operative reality, and expert credibility coming up. Some key questions asked and argued were:
Chancellor Andre G. Bouchard of the Delaware Chancery Court will retire effective April 30, 2021.
Chancellor Bouchard handed down a number of major appraisal decisions during his time on the bench, including Solera, DFC Global, Cirillo Family Trust, and Farmers & Merchants. We covered his appointment in 2014, and his first
As our securities litigation practice group has spun off from our prior firm and formed our own new shop, we are excited to announce that The Appraisal Rights Litigation Blog we created years ago has now become the Valuation Litigation and Shareholder Rights Blog. Along with the name change comes a new, broadened focus,
In April, the North Carolina Business Court issued a decision in an appraisal case stemming out of Reynolds American’s 2017 merger with British American Tobacco. The court ultimately awarded deal price. The Buyer was a 42% shareholder but did not control the Company. The Seller conducted no auction or market check. The Court ultimately deferred
On February 20th, a panel of Delaware lawyers from some of the state’s most significant firms will provide a webinar discussing updates to Delaware mergers & acquisitions law. Focusing on how recent decisions will impact the drafting and negotiation of deal documents, the webinar will discuss appraisal action, fiduciary duty actions and other