The Governor of Delaware has nominated Vice Chancellor Kathaleen McCormick to the post of Chancellor (the ‘chief judge’ of the Delaware Chancery Court). The nomination is to replace retiring Chancellor Andre Bouchard.
Steve Hecht of Rolnick Kramer Sadighi LLP said of the nomination “VC McCormick has been a welcome addition to the bench since her appointment in 2018. This was a great choice and I am sure she will continue to transform the…
Like certain U.S. states, the country of Malaysia does not give dissenting shareholders any right to appraisal of the value of their shares. Instead, the Malaysian Capital Markets and Services Act of 2007 (“Act”) provides that in a “compulsory acquisition,” dissenting shareholders may seek what Americans might refer to as equitable relief.
Pursuant to the Act, a “compulsory acquisition” may occur when a person (i.e. the offeror) has made a take-over offer to the shareholders…
In this new post, major asset manager Alger spotlights the growing cannabis sector and underscores investors’ opportunities alongside increased public support and favorable legislative changes.
For more on factors affecting cannabis business valuation, including regulatory changes and legalization pushes, see our topic area.…
A recent article from Law 360 [$$$] broke down the important considerations from the 2020 appraisal decisions of the Delaware Supreme Court and Delaware Court of Chancery. One of the takeaways from authors Lewis Lazarus and Bryan Townsend of Morris James LLP was statutory appraisal remains “an active area of litigation in Delaware,” notwithstanding legislation in 2016 designed to reduce appraisal arbitrage and judicial decisions that have relied on market based evidence.
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Devon Energy Corporation seeks to have the Delaware Chancery Court validate a shareholder vote after a notice snafu resulted in approximately 15% of shareholders receiving untimely notices on a $15 billion merger. After the merger closed between Devon Energy and WPX Energy, Inc. in January 2021, Devon Energy’s sub-contractor Broadridge Investor Communication Solutions, Inc. learned that it did not begin mailing notices of the special meeting of stockholders until up to two weeks prior to…
We’ve covered South African appraisal rights before – it remains a jurisdiction with active valuation and appraisal disputes making the news. One recent news article recaps a situation involving South African appraisal in the case of Sabvest Capital/Sabcap.
Per the article, and this filing, “Sabcap” acquired all the shares of “Sabvest” in exchange for Sabcap shares via a scheme of arrangement. (For US readers, a scheme of arrnagement can be understood to be a…
The Delaware Court of Chancery was asked last week to approve a $6.85 million settlement in case brought by a class of public stockholders challenging a corporate restructuring alleged to have favored insiders at the expense of the class.
According to this Law360 article, PennyMac Financial Services, Inc. had been set up as an “Umbrella-C” or “Up-C” structure, whereby an LLC held all of the public company’s operating assets. This structure was supposed to…
In a comprehensive ruling handed down last week, the Grand Court of the Cayman Islands confirmed that minority shareholders of companies that undertake a ‘short-form’ merger are entitled to dissent from the merger and to be paid fair value for their shares, as determined by the Grand Court. The ruling, delivered in Changyou.com Limited, has wide-ranging implications, given that a number of Cayman Islands mergers have already been completed without dissent rights being offered to…
As reported in this Law360 piece, “Illegality Nixes Most of Marijuana Investment Scheme Suit,” a Colorado judge dismissed an investor’s fraud claim against the principal behind an investment vehicle whose strategy revolved around the Colorado cannabis industry. The court found that the relief sought would violate the Controlled Substances Act, underscoring the perils of investing in a space that remains federally illegal. While courts generally understand themselves to be capable of granting relief so…