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Acquisitions Appraisal Rights

Cooley LLP

Blog - Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to...

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In a string of seminal decisions from 2017 through 2019 (DFC Global, Dell and Aruba), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give...more

Morris James LLP

Delaware Supreme Court Affirms Use of Unaffected Market Price to Determine Public Corporation’s “Fair Value” in Appraisal...

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Fir Tree Value Master Fund, L.P. v. Jarden Corp., No. 454, 2019 (Del. July 9, 2020) - Adding to its appraisal jurisprudence, the Supreme Court of Delaware recently affirmed the use of the unaffected trading price of a...more

Lowenstein Sandler LLP

Appraisal Rights as Part of the Decision Where to Incorporate: Firm Compares Florida and Delaware

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We’ve previously written about how appraisal rights are a factor considered by deal-makers during the merger process, as well as by in-house counsel and other professionals involved in mergers: but are appraisal rights part...more

Lowenstein Sandler LLP

Appraisal in the COVID-19 Pandemic: Renegotiation of Deals on Buyer-Friendly Terms Should Lead to an Increase in the Exercise of...

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As COVID-19 continues to cause uncertainty in M&A transactions, investors should have a heightened interest in pursuing the rights available to them, including appraisal and inspection rights....more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Locke Lord LLP

Delaware Upholds Contractual Waiver of Appraisal Rights

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Venture capital and private equity arrangements often include contractual provisions limiting the rights of investors, including drag-along provisions in connection with future transactions approved by controlling...more

Locke Lord LLP

Understanding Delaware Appraisal Risk Today

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Exposure to claims for appraisal can be a significant risk in merger and acquisition transactions in which dissenter’s appraisal rights are available. This risk has increased in recent years as aggressive investors realized...more

A&O Shearman

Delaware Court Of Chancery Finds Fair Value Equal To Deal Price Of Publicly Traded Company In Appraisal Action

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On August 12, 2019, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled in a post-trial opinion that the fair value of Columbia Pipeline Group, Inc. (“Columbia”) was equal to the deal price in an...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Significant Issues Regarding Private Company Deal Litigation

On May 15, 2019, Vice Chancellor Slights of the Delaware Court of Chancery issued a ruling addressing important issues related to private company deal litigation. Specifically, the decision addressed when a release of claims...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - June 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more

Jones Day

Delaware Supreme Court Endorses Deal Price In Statutory Appraisal Action

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The decision makes clear that deal price is an appropriate indicator of fair value even where there is only one bidder. In Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., the Delaware Supreme Court reversed a...more

Cozen O'Connor

Delaware Supreme Court Reemphasizes Importance of Deal Price in Appraisal Litigation

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On April 16, 2019, the Delaware Supreme Court reversed a significant appraisal decision from the Court of Chancery in Verition Partners v. Aruba Networks, Inc., holding that the Chancery Court abused its discretion in using...more

A&O Shearman

Delaware Supreme Court Finds Deal Price Minus Synergies As Fair Value In Aruba Networks Appraisal Appeal, Rather Than Average...

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On April 16, 2019, the Delaware Supreme Court, in a per curiam decision, held that Aruba Networks, Inc.’s (“Aruba”) fair value in an appraisal action was $19.10 per share, reversing the Court of Chancery’s valuation of $17.13...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

White & Case LLP

Peak performance: US M&A in 2018: Deal changing decisions from Delaware

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In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Litigation Developments Impacting Financial Advisors

Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more

Bradley Arant Boult Cummings LLP

Tennessee Diversifies Its Valuation-Method Portfolio for Closely Held Corporations

The Tennessee Supreme Court overruled three decades of precedent in Athlon Sports Communications, Inc. v. Duggan, giving trial courts broad discretion in the method used to determine the “fair value” of shares in “dissenters’...more

Morris James LLP

Chancery Court Declines Stockholder Invitations to Expand Transactions Subject to Appraisal Rights

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Appraisal rights have been the subject of increased focus in the current, post-Corwinenvironment, in which a fully-informed noncoerced stockholder vote suffices to dispose of most M&A challenges. In two recent decisions, the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Dell and Fair Value in Statutory Appraisal Actions

The development of Delaware appraisal law has continued with the Delaware Supreme Court’s highly anticipated December 2017 appraisal opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. In Dell, the court...more

White and Williams LLP

Delaware Supreme Court Continues Recent Spate of Decisions Appraising Fair Value of a Company’s Stock Below Deal Price

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Delaware litigation seeking statutory appraisal of a target company’s value for purposes of determining the fair value of dissenting stockholders’ shares has virtually become the norm following a merger transaction. Such...more

Cooley LLP

Blog: The Cooley Outlook for 2018 M&A

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What’s on tap for 2018 M&A? A recap of 2017 trends and the Cooley outlook on this year’s dealmaking: - Buying Innovation: Retention and Non-Competes. For both old-line companies and tech giants, innovation is the name of...more

Cooley LLP

Blog: 2017 M&A Trends Series: Appraisal Risks Factor High

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So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year...more

Nossaman LLP

[Event] Nossaman's 2017 Southern California Eminent Domain Seminar - March 2nd, Los Angeles, CA

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Nossaman LLP invites you to join us for our 2017 Southern California Eminent Domain Seminar, "Right of Way & Legal Strategies for Successful Project Delivery." This complimentary afternoon seminar will provide insight on...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

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