Appraisal

News & Analysis as of

Exercising Drag-Along Rights After Merger Did Not Waive Appraisal Rights

In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders after a merger did not waive appraisal rights under the facts of the case...more

Delaware Court of Chancery Rejects Share-Tracing Standing Requirement for Appraisal Petitioners

The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. § 262. In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VGC, 2015 WL 66825...more

Property Valuation Topics: Winter 2015

Thorny Exemption Issue Discussed - Limited Liability Company X owns property in the Town of Windham which it leases to Corporation Y. Both entities are tax exempt under the Internal Revenue Code. Both entities...more

Court Of Chancery Adopts Merger Price In Appraisal Proceedings As Fair Value

After a complete analysis of the usual issues in an appraisal case involving a DCF valuation, the Court here concluded that the result was close enough to the actual price paid in the merger to warrant adoption of the merger...more

The Artist’s Legacy – Business and Legal Planning Issues

Sheppard Mullin attorneys Christine Steiner and Lauren Liebes recently joined Weston Naef, Getty Photography Curator Emeritus, and ASA appraiser Jennifer Stoots for “What Will Become of Your Legacy”, a panel discussion at Los...more

“Appraisal Arbitrage” Receives Boost from Delaware Court of Chancery

An increasingly popular hedge fund strategy, commonly referred to as “appraisal arbitrage,” recently received a significant boost from the Delaware Court of Chancery. Appraisal arbitrage refers to the practice of buying...more

Delaware Court Rules That Beneficial Stockholder May Seek Appraisal in Its Own Name

On January 5, the Delaware Court of Chancery ruled that a beneficial stockholder has standing to bring an action for appraisal in its own name when the record stockholder’s actions have perfected the right of appraisal. The...more

Corporate and Financial Weekly Digest - Volume X, Issue 2

In this issue: - New Law Aligns Clearing and Margin Exceptions for Swaps - CFTC Staff Extends No-Action Relief to Certain Reporting Counterparties Masking Identifying Information Pursuant to Non-US Law -...more

The valuation process for LIHTC projects in financial distress: Part II

Note: This post is part of a continuing series on the Credit Report Blog on the subject of workouts and bankruptcies involving low-income housing tax credit (LIHTC) projects....more

Chancery Court Permits Appraisal Arbitrage

A fairly new litigation development is the subject of two Delaware Court of Chancery decisions issued on the same day. Both In re Appraisal of Ancestry.com, Consol. C.A. No. 8173-VCG (Jan. 5, 2015), and Merion Capital v. BMC...more

The valuation process for LIHTC projects in financial distress – Part I

Note: This post is part of a continuing series on the Credit Report Blog on the subject of workouts and bankruptcies involving low-income housing tax credit (LIHTC) projects. In a previous post, we wrote about the...more

Indiana Tax Court Finds Use of Appraisals Strategic, Not Mandatory

The Indiana Tax Court recently reiterated its rules regarding the deference it gives to Indiana Board of Tax Review (IBTR) decisions, as well as clarifying how appraisal evidence is used. In Howard County Assessor v. Kokomo...more

Court Of Chancery Clarifies Standing For Appraisal Rights

Merion Capital LP v. BMC Software, Inc., C.A. 8900-VCG (January 5, 2015) and In Re Appraisal Of Ancestry.com Inc., C.A. 8173-VCG (January 5, 2015) both deal with appraisal arbitrage and resolve who is entitled to file an...more

Real Property, Financial Services & Title Insurance Update: Weeks Ending December 12-26, 2014 & January 2, 2015

REAL PROPERTY UPDATE - - Quiet Title: investor who pooled money with two other entities to purchase property could not quiet title after the two entities recorded second version of deed that omitted investor’s name...more

Do Post-Closing Merger Price Adjustments Comport With DGCL?

Delaware courts have routinely upheld post-closing merger price adjustments that comply with the requirements of Section 251 of the Delaware General Corporation Law. To allow stockholders to make an informed decision as to...more

CFPB increases appraisal requirement exemption threshold

The CFPB, Fed, and OCC have adjusted the threshold for smaller loans that are exempt from the appraisal requirement for “higher priced mortgage loans.” The appraisal requirement became effective January 18, 2014, and the...more

MD Insurance Commissioner Holds Hearing on Draft Proposed Changes to COMAR 31.15.12 – Valuation of Motor Vehicles

On Friday November 21, 2014, the Maryland Insurance Commissioner held a hearing to gather information from the industry on the draft proposed changes to COMAR 31.15.12 – Valuation of Motor Vehicles. The draft proposed...more

Southern District of California Denies Motion to Dismiss Bad Faith Claim in Homeowners Policy Dispute

Eastman v. Allstate Ins. Co., No. 14cv0703, 2014 WL 5355036 (S.D. Cal. Oct. 20, 2014) - Southern District of California denies motion to dismiss bad faith claim in connection with coverage dispute under homeowners...more

Delaware Chancery Requires Payment of Merger Consideration to Dissenting Stockholder After Expiration of Appraisal Period

The Delaware Court of Chancery recently dismissed corporate mismanagement and breach of fiduciary duty claims filed by a dissenting stockholder, but ordered that the surviving corporation in a merger was required to pay the...more

Appraisal of Insurance Losses and the “Actual” Definition of “Actual Cash Value”

Imagine a devastating fire renders your rental property uninhabitable. You dig out your insurance policy and are relieved to find that you are insured up to the “actual cash value” of the building. But what exactly does this...more

Fannie Mae Provides New Appraisal Tool For Lenders

On October 20, Fannie Mae announced that its proprietary appraisal and analysis application, Collateral Underwriter, will become available to lenders in early 2015. Currently, Fannie Mae uses the tool to “analyze appraisals...more

A Tax Incentive for Oregon’s Artists to Donate Their Work

Oregon tax law, unlike federal tax law, gives an incentive to Oregon resident artists to donate their own artwork to charities. In general, when an artist donates her art, and has obtained an appraisal, she can deduct the...more

Florida Court: Your Own Attorney is Simply Not a “Disinterested” Appraiser

As noted yesterday, last month saw an intermediate level appellate panel in Florida address whether the attorney for the policyholder could serve as that party’s appraiser. It was a case of first impression in the Sunshine...more

Florida Court Holds “Retained Rights” Provision Does Not Render an Appraisal Clause Unenforceable

In a pair of sinkhole cases, different panels of Florida’s intermediate level appellate court recently compelled appraisal, and the decisions are instructive because they address both challenges to the procedure and also the...more

Florida’s Fifth District Holds Method of Repair is within the Scope of Appraisal and a Party’s Attorney may not Serve as a...

In Florida Insurance Guaranty Assoc., v. Branco, 39 Fla. L. Weekly D2020a (Fla. Dist. Ct. App. 5th Dist. Sept. 19, 2014), the Fifth District affirmed in part and reversed in part a Hernando County trial court’s order...more

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