Del. Gov. Nominates Justice Seitz to Head Del. Supreme Court; VC Montgomery-Reeves Nominated to Del. Supreme

Del. Gov. Nominates Justice Seitz to Head Del. Supreme Court; VC Montgomery-Reeves Nominated to Del. Supreme

October 24, 2019

Delaware’s Governor has made a double nomination to fill departing Chief Justice Leo Strine Jr.’s seat on the Delaware Supreme Court. Current Delaware Supreme Court Justice Collins J. Seitz Jr. has been nominated to take the role of Chief, and Vice Chancellor Tamika Montgomery-Reeves has been nominated to fill Justice Seitz’s seat. With respect to appraisal and how these nominations may ultimately shape Delaware law, Law360 [$$$] quotes Professor Minor Myers as saying “Given Seitz’s…

Delaware Court Rules D&O Insurance Coverage May Include Appraisal Defense Costs and Prejudgment Interest

August 22, 2019

A recent alert by Lynda Bennett and Jason Meyers in Lowenstein’s Insurance Recovery Group discusses the Delaware Superior Court’s recent opinion that a “Securities Claim” in a D&O policy includes a shareholder appraisal action and coverage for prejudgment interest despite lack of insurer consent. Read the alert here.…

Delaware Chancery Court Decides Columbia

August 13, 2019

The Delaware Court of Chancery has found that the fair value of Columbia Pipeline Group’s common stock on the valuation’s effective date was the merger price of $25.50 per share, plus interest. Read the decision here. We will cover Columbia commentary as it releases.…

Chancery Court Issues Ruling in Jarden Appraisal Case

July 23, 2019

By a July 19, 2019 ruling, Vice Chancellor Slights set the fair value of Jarden Corporation at its unaffected market price of $48.31, below the $59.21 per share value of cash and stock that Newell Rubbermaid had paid to acquire it. The court also performed a DCF analysis that corroborated its valuation. The court was critical of the merger process leading up to this deal and questioned the reliability of a merger-price-less-synergies approach given…

Delaware Chief Justice Strine to Retire From the Bench

July 9, 2019

Chief Justice of the Delaware Supreme Court Leo Strine has announced he will retire this fall. Readers of the blog will recognize that Chief Justice Strine has been involved in numerous appraisal decisions including Aruba and others and has spoken about the appraisal remedy at length. The Chief Justice was previously a Vice Chancellor, before his elevation to the Delaware Supreme Court.…

Appraisal Action Leads to Adverse Bankruptcy Action

June 24, 2019

For public company shareholders, a cashout merger offer (even one at a too-low price) tells you that someone wants your shares and intends to pay you cash for them. And, at least in US actions, it is the rare public-company focused appraisal case that concerns collections. Indeed, if an acquirer is paying cash for a public company, the idea of collections barely registers. But, one bears reminding, appraisal actions are not a special breed of…

HLS Forum Blog: Aruba Makes Dell Compliance – i.e., Process – the Focus

By Rich Bodnar & Steve Hecht

June 20, 2019

The HLS Forum on Corporate Governance has this blog post discussing Aruba’s aftermath, and in particular, whether Aruba has returned the core focus of appraisal to a Dell compliance analysis – something we’ve discussed before.…

Law360: Do We Need a “New” Appraisal Checklist?

May 28, 2019

Legal news site Law360 published this analysis [$$$] about whether, in light of Aruba, it’s time for a new “checklist” on appraisal. The core takeaway is something academics have been observing over time: appraisal is growing closer to breach of fiduciary duty litigation – and the space between the two types of cases is shrinking. With that said, appraisal remains a distinct type of action, even if the substantive room for the remedy is (as…

Aruba Coverage Continues

April 18, 2019

The Bloomberg article “Appraisal Arbitrage Makes a Comeback” analyzes the Aruba decision in comparison to other prominent appraisal cases.…

Law360 and Law.com Cover Aruba Decision