The Delaware Supreme Court heard argument on January 13th in the SourceHOV case, with interesting issues on the proper standard of review, the concept and application of operative reality, and expert credibility coming up.  Some key questions asked and argued were: Of relevance to private company investors: what is the standard of review appropriate when there is no market evidence for an appraisal fight, and the Court is forced to decide between a ‘battle of…

This industry round-up by Global X ETFs surveys the near-term challenges and longer-term prospects for cannabis companies.  The piece examines several industry tailwinds, including “trends in new dispensary openings, a shift to e-commerce, and the introduction of new consumable forms of cannabis” fueling growth across North America, as well as further legalization efforts amid the COVID-19 crisis. Previous Cannabis valuation and analysis pieces include this FTI paper, and two papers by E&Y.…

Chancellor Andre G. Bouchard of the Delaware Chancery Court will retire effective April 30, 2021. Chancellor Bouchard handed down a number of major appraisal decisions during his time on the bench, including Solera, DFC Global, Cirillo Family Trust, and Farmers & Merchants. We covered his appointment in 2014, and his first appraisal opinion back in 2015. The retiring Chancellor has not indicated his future plans. See the notice here.…

It looks likely – per this blog post from Deminor Recovery Services.  With numerous US-listed People’s Republic of China (“PRC”) companies facing threats to their listings, the attractiveness of withdrawing from the US market may become stronger.   Take privates, mergers, and other arrangements resulting in the delisting of the PRC company from the US exchange (with or without an intention to relist in the PRC or similar) can be expected. The connection to appraisal?  The…

With litigation over section 220 demands becoming more frequent and contentious, the Supreme of Court Delaware weighed in an en banc ruling and affirmed shareholders’ rights to inspect a company’s books and records.  In this protracted dispute which we’ve previously blogged about, AmerisourceBergen Corporation took the Chancery Court’s ruling allowing shareholders the right to inspect the Company’s documents relating to opioid distribution compliance to the Delaware Supreme Court.  The full-five justice panel of the Delaware…

While the appraisal landscape, and many of the major appraisal decisions of the past few years, have concerned the appraisal of public companies, it is critical for investors and practitioners to not lose sight of private appraisal. Appraisal rights can be available to shareholders of privately held corporations, and can be exercised when a private company is taken over.  As an example, shareholders of private company Zoox have demanded appraisal [$$] resulting from Amazon’s…

Pharmaceutical company Gilead’s “overly aggressive defense strategy” received the ire of Vice Chancellor McCormick of the Delaware Court of Chancery, who found in a recent decision [$$] that shareholders easily showed they had the right to access books and records to investigate possible wrongdoing in connection with Gilead’s marketing of HIV drugs, and allowed the investors to seek attorneys’ fees from the company. The stockholders joined in “chorus with a host of other accusers,” alleging Gilead…