Delaware’s latest decision on the combined pursuit of appraisal and fiduciary duty claims continues the Delaware tradition of welcoming the litigation of those claims jointly up until the time an election between the two must be made. Vice Chancellor Laster’s
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Proxy Guidelines: Vote For Appraisal Rights (Roundup)
Below is a roundup on 2024 proxy voting guidelines that have come out in favor of appraisal rights. We’ve previously covered that numerous investors support appraisal rights when the issue is at the corporate ballot box. Here are some more
Litigating Earn-Outs (or, Pre-Litigation Agreements)
This post kicks off a running series of thoughts we’ll be sharing on earn-outs. But first, some basics.
Earn-out provisions appear to solve several problems in the M&A space: they might provide the grease needed to close a sticky transaction,
NonCompete Ban: Valuation Dispute Considerations
On April 23, 2024, the FTC announced a rulemaking banning noncompete agreements. Noncompetes, which generally restrict employees from working for competitors after leaving a company, have faced increasing scrutiny in recent years. With the new rulemaking in place, how
Don’t Judge a Book by Its Cover: The Federal Court of Appeals That Is More Progressive on Securities Fraud than Most Investors Perceive
The Fifth Circuit Court of Appeals – the federal appeals court covering Texas, Louisiana, and Mississippi – is not known for being a particularly friendly forum for investor-plaintiffs. But perhaps that reputation is unwarranted, in particular when it comes to
Controller Transactions and Shareholder Protections: A Perfect Match
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
Guest Post: Appraisal Rights and Fair Value as Investor Protection: A Needed Brazilian Reform
RKS thanks Daniel Kalansky, Partner at Loria e Kalansky Advogados and Professor in the LLM program at Insper University for this guest post. Professor Kalansky holds a PHD in Corporate Law from the University of São Paulo – USP and
Stewart Investors Reaffirms: Vote FOR Appraisal
Stewart Investors, an asset manager focused on emerging markets equity, reaffirmed its policy of voting in favor of appraisal rights in its most recent proxy guidelines. Keeping it simple, Stewart wrote it would “Vote for proposals to restore, or provide
~$75BB AUM Fund: Vote FOR Appraisal Rights
Boston Partners, a specialized equity investor with nearly $75 billion under management, says to vote for appraisal rights as part of its proxy guidelines. This is no surprise as appraisal rights are critical shareholder rights, especially in instances
Major Retirement System: Vote FOR Appraisal
The State of Michigan Retirement System Proxy Voting Guidelines are straightforwardly “for” on appraisal, writing:
“Appraisal rights are intended to help protect shareholders from unfair pricing in corporate transactions. The SMRS will vote for proposals that (i) provide shareholders with