Topics 1. Distinct from Fiduciary Duty Claims Article Calls for Del. Legislative Reform to Strengthen Appraisal Remedy 60-Day Look-Back South Africa: Mechanics of Appraisal ExaminedDelaware Chancery Court Rejects Merger Price as Measure of Fair Value in Appraisal Rights CasesIncreasing Returns to Professional Investors in M&A Deals All-Stock Deal Case is a Reminder That Delaware All Stock Deals Do Not Have Appraisal RightsAll-Stock Deals, EPS Dilution (and Appraisal)Proposal Would Make Technical Changes to Delaware Appraisal Law Appraisal Arbitrage Key Takeaways From the Appraisal Decisions in the Year 2020 Covered by Law360Law Firm Recaps the “Post-Aruba” Appraisal LandscapeHedge Fund Launches New Appraisal Fund Appraisal Conditions Appraisal Rights as Deal Structure Consideration – Law Firm PresentationDo *Acquirer* Shareholders Have Appraisal Rights?Professor Suggests Changing the Merger Process, Making Voting Faster Appraisal-Eligible Deals Getting the Basics Right - Appraisal NoticesHow Public Do I Need to Be When Seeking Appraisal?Focus on Iowa Appraisal Arizona Appraisal Rights Appraisal Beyond Delaware: Arizona Takes Guidance from Delaware’s Valuation MethodologyThe Market-Out Exception: Delaware’s Unique Twist on a Commonly Used Anti-Appraisal Device Auction Design Research: “Go Shops Revisited”RSCR Covers “Shift” in Delaware AppraisalIs the Sales Process the Future Main Battleground of Appraisal? August 2016 Amendments Prepayment at (almost) 2 Years: Factors For/Against PrepaymentLaw360 Analysis: One Year After Prepayment Amendment"Appraisal Risks Factor High" Award Premium Breaking Down the Cornerstone Report: Premiums to Deal PriceSupreme Court Affirms SWS RulingHBLR Publishes “High Cost of Fewer Appraisal Claims” Beta SWS Group: The BreakdownDelaware Chancery Again Awards Value Above Merger PriceValuation Basics: Equity Risk Premium and Beta Blockchain Are Appraisal Rights Coming to CryptoAssets?Student Note: Curb Appraisal Rights to Reduce Merger UncertaintyA Review of BlockChain and Appraisal (And Governance) Blow Provisions Appraisal “Outs” in M&A DealsA Critique of Pegging Appraised Fair Value at Merger PriceBlow Provisions: A Threat to Appraisal? Buildup Model Chancery Court Rejects Use of Merger Price in Appraisal Action and Accepts Experts’ Direct Capitalization of Cash Flows Valuation Method; Court Also Accepts Experts’ Use of Buildup Model Canadian Appraisal Rights Further Coverage of Canadian Appraisal and the Impact of InteroilGuest Post: The Use of Appraisal Arbitrage Strategies in Canada in Light of Dell Cayman Appraisal Rights Guest Post: Cayman Court Confirms Appraisal Rights in Short-Form MergersWill a Wave of US Delistings Mean a Wave of Cayman Appraisal?Cayman Court Addresses Dissenter and Respondent Discovery in Appraisal Actions Closely Held Target CLS BlueSky: Will Dell Decision Impact Company With 82% Controlling Shareholder?Delaware Chancery Again Rejects Merger Price and Awards Premium Commentary on Appraisal Revisiting Deference to So-Called “Market Price” In Appraisal Litigation Comparable Companies DCFs Yield Lowest Valuation of Multiple Methods – Evidence From SlovakiaSupreme Court Affirms Chancery’s Appraisal PremiumDelaware Supreme Court 3-Judge Panel Hears Appeal in ISN Software Appraisal Consummation of Merger Delaware Chancery Court (Reluctantly) Dismisses Appraisal Challenge Based on Re-titled Stock Certificates Continuous Holder Requirement Student Note: Curb Appraisal Rights to Reduce Merger UncertaintyUnderstanding DTCC and Share Ownership – An ABA Business Law ProgramWill Appraisal Benefit From Blockchain? Direct Capitalization of Cash Flows Supreme Court Affirms Chancery’s Appraisal PremiumDelaware Supreme Court 3-Judge Panel Hears Appeal in ISN Software AppraisalDelaware Chancery Again Awards Appraisal Uplift Discounted Cash Flow Analysis SourceHOV: Chancery Court Departs From Merger Price Awarding 12% PremiumDCFs Yield Lowest Valuation of Multiple Methods – Evidence From SlovakiaCommentary: Did Unaffected Stock Price Make a “Comeback” in Jarden? Discounted Net Income Analysis DCFs Yield Lowest Valuation of Multiple Methods – Evidence From SlovakiaDelaware Chancery Again Rejects Merger Price and Awards Premium Distinct from Fiduciary Duty Claims Appraisal Action Leads to Adverse Bankruptcy ActionLaw360: Do We Need a “New” Appraisal Checklist?Does an Appraisal Action Preclude a Fiduciary Breach Claim? Dollar Amount of Appraisal Rights Filings Appraisal Amendments to Become Effective on August 1Will Appraisal “Reform” Be Successful?Proposed Appraisal Amendments Might Increase Filings Drag-Along Rights Lexology: Drag-Along Rights May Put Shareholders’ Appraisal Rights At RiskVentureCaseLaw Reviews Drag-Along Rights and AppraisalCan Drag-Along Provisions Eliminate Appraisal Rights [Part 2]? Entitlement to Appraisal Proxy Advisor Reaffirms: Vote For AppraisalLaw Firm Highlights Appraisal as Consideration in the US Merger ProcessCase is a Reminder That Delaware All Stock Deals Do Not Have Appraisal Rights Equity Risk Premium Del. Supreme Court Hears SWS Oral ArgumentSWS Group: The BreakdownDelaware Chancery Again Rejects Merger Price and Awards Premium Fair Value Appraisal Makes Law 360’s List of Delaware’s Biggest Cases in 2019Commentary: Did Unaffected Stock Price Make a “Comeback” in Jarden?Commentary on Columbia Pipeline Breaks Down the Detailed Opinion Federal Reserve Discount Rate Another Fed Rate Increase Again Raises Statutory Appraisal InterestFed Rate Increase Bumps up Statutory Appraisal Interest Guest Post Guest Post: Malaysia - No Appraisal Right, Only Dissenting Right in Compulsory AcquisitionGuest Post: Illinois Appraisal and Valuation Rights: An OverviewGuest Post: Dawn of a new era under Zimbabwean Company law - Appraisal rights as a mechanism for the protection of minority shareholder rights Guideline Public Company Valuation Delaware Chancery Again Rejects Merger Price and Awards Premium Independent Valuation Law360 Covers Solera Appraisal**Delaware Supreme Court Hears Argument in Dell Appraisal**Delaware Chancery Again Rejects Merger Price and Awards Premium Informed Consent to Merger Price RSCR Covers “Shift” in Delaware AppraisalIs the Sales Process the Future Main Battleground of Appraisal?Newly Appointed Delaware Chancellor, With Extensive Background in Shareholder Litigation, Brought At Least One Appraisal Rights Petition While in Private Practice Interest on Appraised Value Prepayment at (almost) 2 Years: Factors For/Against PrepaymentSupreme Court Affirms Chancery’s Appraisal PremiumDelaware Supreme Court 3-Judge Panel Hears Appeal in ISN Software Appraisal Lead Counsel Settlement Proposed For Investors Challenging Restructuring Alleged to Benefit InsidersChancery Court Selects Lead Counsel, Will Clarify Rules for Non-Lead Attorneys** Market-out Exception Does Washington State Have Appraisal Rights? Yes. With a Twist!Does the Market Out Exception Make Any Sense?Focus on Iowa Appraisal Massachusetts Appraisal Rights The Market-Out Exception: Delaware’s Unique Twist on a Commonly Used Anti-Appraisal Device Merger Price Further Commentary on Recent Panera DecisionCommentary on Panera DecisionDeallawyers.com: Panera Case Holds No Refunds in Appraisal Merger Vote Corporation Seeks to Validate Merger After Botched NoticeProfessor Suggests Changing the Merger Process, Making Voting Faster‘When’ Is an Important Question for Measuring Fair Value Nevada Appraisal Rights Mining for Gold in the Silver State: Nevada Appraisal Rights New York Appraisal Rights Are Communications With Third Parties Still Attorney-Client Privileged in Appraisal?A Play by Play from a NY Valuation CaseNY LLC Freeze-Outs: Appraisal May be Only Remedy Barring Fraud No Proof of Wrongdoing Needed Was the Aruba Decision Driven by a “Struggle” about Dell and DFC?Law360: Do We Need a “New” Appraisal Checklist?“Appraisal After Dell” from The Corporate Contract in Changing Times Non-Appearing Dissenters Delaware Law Does Not Require All Stockholders to Settle on Same Terms as Non-Petitioning Dissenters Notice of Demand for Appraisal A Look Back: When Shareholders Can Change Their MindsA Look BackAppraisal Rights in New York Number of Appraisal Rights Filings 2018 Delaware Appraisal Activity Returns to 2012-2015 Levels2017 Was a Slower Year for Appraisal Filings – But Only Back to 2015 LevelsHBLR Publishes “High Cost of Fewer Appraisal Claims” Ohio Appraisal Rights Do *Acquirer* Shareholders Have Appraisal Rights? Operative Reality Delaware Supreme Court Hears Argument in Dell Appraisal**Without Fanfare, Chancellor Bouchard Hands Down First Appraisal OpinionDo Investors Need To Worry About “Synergies” in Appraisal Proceedings? Perpetuity Growth Rate Delaware Chancery Revises DCF Analysis on Reconsideration of Prior AOL RulingDel. Supreme Court Affirms Clearwire Without DiscussionAppeal Under Way in Clearwire Appraisal Post-Merger Evidence Post-Merger Evidence Is Generally Not Admissible To Prove The Company’s Fair Value: Actual Results May Vary Precedent Transactions DCFs Yield Lowest Valuation of Multiple Methods – Evidence From SlovakiaSupreme Court Affirms Chancery’s Appraisal PremiumDelaware Supreme Court 3-Judge Panel Hears Appeal in ISN Software Appraisal Preferred Stock Can Drag-Along Provisions Eliminate Appraisal Rights [Part 2]?Preferred Stock Has Appraisal Rights Too -- Sort Of Prepayment of Merger Consideration Further Commentary on Recent Panera DecisionCommentary on Panera DecisionDeallawyers.com: Panera Case Holds No Refunds in Appraisal Private Equity Private Company Appraisal in Action: Zoox Investors Seek AppraisalPrivate Equity Weighs Appraisal Strategy Quasi-Appraisal Cayman Quasi-Appraisal: It Exists, but You’ll Probably Never See ItDeal Lawyers Concerned About Quasi-AppraisalDelaware Court of Chancery Dismisses Fiduciary Claim Seeking Quasi-Appraisal Remedy Record Date Academics Propose New Reforms for AppraisalKorsmo & Myers Article Analyzing Surge in Appraisal Activity Now PublishedAnalyzing the Observed Increase in Appraisal Arbitrage Right to Dissent Article Calls for Del. Legislative Reform to Strengthen Appraisal RemedyWill a Wave of US Delistings Mean a Wave of Cayman Appraisal?National Law Review Covers Mobile Posse: Getting Notices Correct Matters Risk-free Rate Delaware Chancery Court Increases Appraisal Award Self-Interested Transaction Del. Supreme Court Overrules Prior Shareholder Rights DecisionRevisiting Deference to So-Called “Market Price” In Appraisal LitigationThe High Cost of Fewer Appraisal Claims Share-Tracing Not Required Understanding DTCC and Share Ownership – An ABA Business Law ProgramWill Appraisal Benefit From Blockchain?Note on the Dell Entitlement Ruling Shareholder Vote Corporation Seeks to Validate Merger After Botched NoticeDel. Chancery Seeks More Briefing on Appraisal/Fiduciary Claim WaiversIs it Time for “Absolute Transparency” in Mergers? Short-Form Merger Guest Post: Cayman Court Confirms Appraisal Rights in Short-Form MergersThe State of Delaware AppraisalAppraisal Amendments to Become Effective on August 1 Size Premium Del. Supreme Court Hears SWS Oral ArgumentSWS Group: The BreakdownValuation Basics: Calculating the Equity Size Premium Stock Market Price Revisiting Deference to So-Called “Market Price” In Appraisal Litigation“Appraisal After Dell” from The Corporate Contract in Changing TimesDelaware Supreme Court Hears Argument in Dell Appraisal** Supply-side Discount Rate The Real Problem With Appraisal Arbitrage Supreme Court Appraisal Cases Make 2 of the “Top Ten” Delaware DevelopmentsCLS BlueSky: Will Dell Decision Impact Company With 82% Controlling Shareholder?Post-Dell, Law Firm Looks At Appraisal Landscape Synergies Valuation Firm: “The Treatment of Synergistic Value in Dissenting Shareholder Appraisal Matters”Chancery Court Issues Ruling in Jarden Appraisal CaseDelaware Chancery Decides Jarden Appraisal Case Terminal Value Delaware Chancery Court Increases Appraisal AwardDelaware Chancery Looks to Merger Price in BMC Software RulingWithout Fanfare, Chancellor Bouchard Hands Down First Appraisal Opinion Uncategorized Panel: A Comparative View of Appraisal RightsDel. Supreme Court Overrules Prior Shareholder Rights DecisionDel. Appraisal Case Awards 2.6% Premium to Merger Price Valuation Basics Guest Post: Properly Applying Valuation Discounts in a Business DivorceValuation Basics: Comparable Companies AnalysisValuation Basics: Equity Risk Premium and Beta Valuation Expert Cannabis Business Valuation: EisnerAmper on Varied Approaches to ValueA Play by Play from a NY Valuation CaseDel. Chancery Uses Appraisal-Style Valuation in Corp. Deadlock Case Voting Against the Merger Corporation Seeks to Validate Merger After Botched NoticeCLS BlueSky: Will Dell Decision Impact Company With 82% Controlling Shareholder?Appraisal as a Shareholder Voice in M&A Transactions WACC The Real Problem With Appraisal ArbitrageValuation Basics: Equity Risk Premium and BetaChancery Court Rejects Use of Merger Price in Appraisal Action and Accepts Experts’ Direct Capitalization of Cash Flows Valuation Method; Court Also Accepts Experts’ Use of Buildup Model Waiver of Appraisal Rights Del. Chancery Seeks More Briefing on Appraisal/Fiduciary Claim WaiversLexology: Drag-Along Rights May Put Shareholders’ Appraisal Rights At RiskA Look Back: When Shareholders Can Change Their Minds
