Appraisal Rights Litigation Blog

Shareholder Inspection Rights On an Upswing in 2019

January 21, 2020

Corporate shareholders possess important inspection, or information rights, in most jurisdictions. In Delaware, inspection rights are codified under Section 220 of the DGCL. Inspection rights provides shareholders with a “proper purpose” the ability to review certain “books and records” of the company. Both the proper purpose criterion and the breadth of the books and records available for shareholder inspection have been recurring areas of litigation and Court decision. In recent years, 220 demands have become…

Appraisal Rights Litigation Blog

Law360: Cases to Watch in 2020 Include Appraisal

By Rich Bodnar

January 15, 2020

Legal news site Law360 has set out its “cases to watch” in Delaware for 2020 [$$$], including the Jarden appraisal and a case where an appraisal action led to a legal malpractice claim. In the case of Jarden, which we’ve covered before, is being appealed to the Delaware Supreme Court, and if ultimately heard, promises to both further clarify and further complicate the appraisal landscape. Also before the Supreme Court is a case where…

Appraisal Rights Litigation Blog

Prickett Jones Partner Nominated to Delaware Court of Chancery

By Jarett Sena

January 7, 2020

Governor John Carney has nominated Prickett Jones & Elliot, P.A. partner Paul A. Fioravanti, Jr. to the Delaware Court of Chancery. The seat was left open by Justice Tamika Montgomery-Reeves’ nomination to the Delaware Supreme Court. At Prickett Jones, Fioravanti focused on corporate and commercial litigation, including mergers and acquisitions, fiduciary duty obligations, corporate governance, and LLC litigation. The Delaware Senate is expected to consider his nomination later this month. As covered in this Law360 article [$$$],…

Appraisal Rights Litigation Blog

Brazil Contemplates Additional Minority Shareholder Protections in Wake of Corporate Corruption

By Jarett Sena

December 31, 2019

The Brazilian government proposes strengthening protections for minority shareholders in the wake of corruption scandals, such as Petrobras. The new law would allow minority shareholders the right to seek judicial compensation in the event of misconduct by the company’s board. Shareholders of Brazilian corporations are already entitled to appraisal rights, subject to a few exceptions, and thus the new rules would provide minority shareholders with additional tools to enforce corporate governance.…

Appraisal Rights Litigation Blog

Mutual Fund Sponsor/Insurance Co.: Vote For Appraisal

By Rich Bodnar

December 30, 2019

Transamerica, a provider of numerous mutual funds as well as an insurance company, includes voting for appraisal rights in its proxy guidelines. Like other funds we have covered, Transamerica also states that it votes on mergers on a case by case basis. Transamerica is part of a significant set of funds that, by policy, vote for the return or provision of appraisal rights when such items come up for a vote. This is particularly…

Appraisal Rights Litigation Blog

Emerging Markets Asset Manager: Favor Appraisal

By Rich Bodnar

December 24, 2019

Stewart Investors, an asset manager focused on the equity of companies in emerging markets, has a policy to vote “for proposals to restore, or provide shareholders with, rights of appraisal.” Like with many other investors, Stewart also says that it will vote for mergers on a case by case basis, consistent with the idea that it supports appraisal rights and acknowledges that not every merger proposal is in the best interests of shareholders. An emerging…

Appraisal Rights Litigation Blog

Appraisal Makes Law 360’s List of Delaware’s Biggest Cases in 2019

By Jarett Sena

December 23, 2019

Law360 highlights several appraisal decisions in its list of the biggest Delaware cases of 2019. The article notes that among the 2019’s notable Supreme Court decisions was Aruba Verition Partners Master Fund Ltd. et al. v. Aruba Networks Inc., where the Court rejected reliance on Aruba’s stock price in determining fair value. The article also mentions two major decisions from the Delaware Court of Chancery – In re: Appraisal of Jarden Corp., and In re: Appraisal…

Appraisal Rights Litigation Blog

Case is a Reminder That Delaware All Stock Deals Do Not Have Appraisal Rights

By Rich Bodnar

December 19, 2019

The case Dieckman v. Regency GP LP, No. CV 11130-CB, 2019 WL 5576886 (Del. Ch. Oct. 29, 2019) does not concern appraisal rights – at least not directly. But the history of the merger in that case is a valuable reminder that an investor expecting to use the appraisal remedy must follow the transaction from start to finish. In January 2015 ETP agreed to acquire Regency “for 0.4044 ETP units and $0.36 per common unit…

Appraisal Rights Litigation Blog

Louisiana Investment Fund: Vote For Appraisal

By Rich Bodnar

December 18, 2019

As we’ve covered before, numerous investment funds support appraisal rights by setting out that they will vote for proposals to restore or add appraisal rights if those proposals are placed on a proxy ballot. Hancock Horizon, a Louisiana based investment fund, is yet another investor supporting appraisal via its proxy materials. Hancock Horizon, like many other funds, states that it votes on mergers on a case by case basis.…

Appraisal Rights Litigation Blog

Are Communications With Third Parties Still Attorney-Client Privileged in Appraisal?

By Jarett Sena

December 17, 2019

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 valuation report created by a third-party consulting firm to appraise the plaintiff’s stock in the company was not protected by attorney-client privilege. The court reasoned that the report was initially not done for legal purposes but…

Appraisal Rights Litigation Blog

Blog Authors

Shareholder Inspection Rights On an Upswing in 2019

Law360: Cases to Watch in 2020 Include Appraisal

Prickett Jones Partner Nominated to Delaware Court of Chancery

Brazil Contemplates Additional Minority Shareholder Protections in Wake of Corporate Corruption

Mutual Fund Sponsor/Insurance Co.: Vote For Appraisal

Emerging Markets Asset Manager: Favor Appraisal

Appraisal Makes Law 360’s List of Delaware’s Biggest Cases in 2019

Case is a Reminder That Delaware All Stock Deals Do Not Have Appraisal Rights

Louisiana Investment Fund: Vote For Appraisal

Are Communications With Third Parties Still Attorney-Client Privileged in Appraisal?

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