JD Supra posted about the availability of freeze-out mergers as a legal avenue for majority owners of private companies in Texas. The author noted that the freeze-out merger is a legal avenue that is “used with some regularity in Texas and is rarely disallowed by the governance documents of most companies.” According to the post, minority members who are being frozen out may be able to exercise their dissenter rights and receive “fair value for…

Turkish Commercial Code No. 6102 (TCC), which entered into force on July 1, 2012, brought many novelties to form a modern vision of commercial law, whereas the former rules were inadequate to meet the needs of the practice. The focus was mainly on transparency, auditability, and equivalence among shareholders, and the relevant legislation has adopted new principles with respect to corporate governance and shareholders’ rights. As part of these novelties, the TCC provides categories of…

Per Law360 [$$$], the Delaware Superior Court granted a joint motion for interlocutory appeal from its prior order denying summary judgment to the insurers and causing a flurry of analysis of the opinion, which opened the door for D&O insurance to cover appraisal claim defense costs and prejudgment interest. See our prior coverage here and here. The grant of interlocutory appeal allows the insurers to now appeal to the Delaware Supreme Court and challenge…

South African firm Cliffe Dekker Hofmeyr (CDH) has published this analysis discussing the mechanics of South African appraisal – a jurisdiction we’ve covered multiple times before. The relatively new appraisal remedy in that country is maturing quickly as courts continue to grapple with various appraisal issues. In the most analysis, CDH discusses a case where a shareholder dissents from the merger, ‘demanded’ appraisal by instituting an appraisal application for determination of fair value, but…

Appraisal rights may make an appearance on the Florida bar exam, at least according to the business entities topics list posted here. It wouldn’t be the first time appraisal made a bar exam – the New York bar exam has previously included an essay question directly calling for knowledge of appraisal rights in the answer.…

We’ve written before about the follow-on decision from Solera* which found that an appraisal claim can count as a “securities claim” for D&O policy purposes – see Lowenstein’s alert on the topic. Coverage of that decision continues. National case of first impression comes out in favor of policyholders. Decision leaves a number of areas open. Decision also contains important language on pre-judgment interest. Case provides “strong support” to policyholders, but the specific …

We’ve covered before how drag-along provisions and other contractual provisions can involve the waiver of appraisal rights. Recent caselaw from Delaware has made it clear that in at least some instances, a contractual waiver of appraisal rights is enforceable. In particular, the Authentix decision, discussed at length by various authors here (law firm), here (law firm), here (blog), and here (legal blog), held that at least in the circumstances in that…