The Financial Times [$$] reported on the Delaware Supreme Court’s ruling addressing the efficient markets hypothesis in an article analyzing the Aruba decision.…

The Delaware Supreme Court reversed the Chancery Court in the highly-watched Aruba Networks case. Read the decision here. We will cover Aruba commentary as it comes out.…

JDSupra has published an article discussing recent valuation issues in five states: Louisiana, Georgia, West Virginia, Alaska, and Pennsylvania. While each decision covered is worth discussion in its own right, a comparative analysis of this kind lends itself to highlighting the similarities and differences between the states.  In particular, how (and if) each state applies various discounts, including discounts for lack of marketability and minority discounts varies.  Thus, as an example, the Louisiana case highlighted…

In late March, Michigan Law hosted Professor Hidefusa Iida to discuss appraisal rights in Japan.  Professor Iida previously published on appraisal rights in Japan, including in a 2014 article “Reappraising the Role of Appraisal Remedy.” The basics of Japanese appraisal, from Professor Iida’s article and this analysis, are similar to Delaware. Shareholders who dissent from certain major corporate actions, in particular, mergers, can – as in Delaware – demand ‘appraisal’ of their shares, meaning…

Business divorce can arise in any privately owned business, often without warning. These can be divisive, long-lasting and expensive—straining both stakeholders and the business. The business valuator must carefully scrutinize the characteristics in the interest being valued to determine stakeholder equity. This includes reviewing business information and assessing equity risk in order to produce a value conclusion addressing those risk factors. Discounts may apply in some situations. Valuation discounts are essentially the difference between fair…

As we have noted repeatedly, appraisal is a shareholder-protective remedy.  While much of the academic and media commentary on appraisal focuses on Delaware and appraisal in the context of large public mergers, appraisal exists beyond Delaware, and in contexts far removed from headline making mergers. For example, in New York, appraisal rights are afforded to minority members of an LLC when they are involuntarily cashed out of their LLC – often referred to as a…

Legal news site Law360 is covering the Panera appraisal case – including a recent article discussing expert testimony in the matter. See Law360 coverage here [$$].   ** Lowenstein Sandler is counsel to petitioners in Panera.…