Do stockholders as a group lose something when the appraisal remedy is weakened, perhaps overly so? And should something be done about it? Is there social utility in appraisal arbitrageurs testing merger prices, such as by keeping buyers and sellers
Valuation Litigation & Shareholder Rights Blog
The Valuation Litigation & Shareholder Rights Blog, published by Rolnick Kramer Sadighi LLP, focuses on legal issues surrounding valuation disputes in mergers and acquisitions, appraisal rights, and shareholder protections. It covers Delaware appraisal jurisprudence, including valuation methodologies, statutory interpretations, and procedural aspects such as appraisal prepayments. The blog also examines comparative appraisal rights frameworks in other jurisdictions like the European Union and South Africa, highlighting cross-border merger implications and minority shareholder remedies. Topics include fair value determinations, the impact of post-signing changes on valuation, and strategic litigation considerations in shareholder rights and valuation disputes.
Latest from Valuation Litigation & Shareholder Rights Blog - Page 7
ISS Voting Guidelines: Vote FOR Appraisal
By Rich Bodnar
Major proxy firm Institutional Shareholder Services (ISS) issues guidance every year for investors laying out ISS’s recommendations for voting on various shareholder issues. The 2021 US voting guidelines, in line with the 2020 guidelines, recommend voting in favor of appraisal…
Del. Supreme Ct. Arguments Go Over Operative Reality, Expert Credibility, and Standard of Review
By Rich Bodnar
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…
Cannabis Valuation: Piece Examines Challenges and Prospects
By Steve Hecht
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…
Del. Chancellor Andre Bouchard to Retire 4/2021
By Rich Bodnar
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…
Will a Wave of US Delistings Mean a Wave of Cayman Appraisal?
By Rich Bodnar
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,…
Del. Supreme Court Weighs In and Affirms Shareholders’ Rights to Access Books and Records
By Jarett Sena
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…
Private Company Appraisal in Action: Zoox Investors Seek Appraisal
By Rich Bodnar
Del. Chancery Admonishes Issuer Over Attempts to Block Shareholders’ Access to Books and Records
By Jarett Sena
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…
Does Washington State Have Appraisal Rights? Yes. With a Twist!
By Rich Bodnar
Does Washington state offer appraisal rights (also known as dissenters rights)?
Yes it does – according to this post from the Jacob Freeman Law Firm in Seattle. And unlike Delaware (indeed, unlike the majority of US states), Washington does…