Whether communications or work product by a third party destroy the privilege enjoyed between attorney and client is a hotly contested issue in litigation, and appraisal is no exception. For instance, the New York Appellate Division recently held that a
One of the instrumental rights corporate statutes bestow upon shareholders is the appraisal right. This right allows dissenting shareholders of a target company in a corporate control transaction (i.e. mergers and acquisitions) to receive better value for their shares as
Investment manager Russell Investments’ proxy guidelines lay out that the manager will “vote for proposals to restore, or provide shareholders with, rights of appraisal[.]” This, despite the same guidelines setting out a general rule that Russell will vote for mergers
Boston Partners, a Massachusetts based investment fund with over $85BB AUM, is in favor of providing appraisal rights – according to its proxy voting policies. While Boston Partners votes on mergers on a “case-by-case” basis, certainly considering numerous elements,
Domini Investment Trust is a “women-led SEC registered investment adviser specializing exclusively in impact investing.” Domini’s proxy voting guidelines for 2019 set out that while Domini analyzes mergers on a “case-by-case” basis, it will vote for appraisal rights proposals. As
Recently, Vice Chancellor Slights refused to grant Carl Icahn and affiliates’ novel request for a company’s books and records in order to mount a proxy contest against Occidental for agreeing to an allegedly bad deal with Anadarko. The Vice Chancellor ruled
Does the existence of the appraisal remedy, and its use, have an effect on arbitrage spreads? If the appraisal remedy results in lower arbitrage spreads, then one can conclude that shareholders writ large are benefiting from the appraisal remedy –
In this paper, published in 2015 in Investment Management and Financial Innovations, the authors examined multiple valuation methods for a specific data set: in this case, Slovakian mining companies. Comparing multiple valuation methods, including a discounted cash flow, economic
When considering how to structure a deal – consider appraisal. That’s one of the takeaways from a detailed M&A presentation by lawyers at Morgan Lewis. As we’ve covered before, the existence of appraisal rights, how they may be
