Discrimination and Bias in Residential Lending
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
What is an Appraisal?
Episode 014: Business Divorce Stories: Business Appraiser Tony Cotrupe and Attorney Jeff Eilender
Episode 1: Chris Mercer Interview on Marketability Discount: Part 1
Episode 2: Chris Mercer Interview on Marketability Discount: Part 2
Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom
Reversing the trial court, the Delaware Supreme Court has held that an appraisal proceeding does not constitute a “Securities Claim” under a D&O policy. In re Solera Insurance Coverage Appeals, Nos. 413,2019 and 418,2019...more
JPMorgan Asset Management released their 2020 proxy guidelines in April, and, like many other investors we have covered, the guidelines support appraisal rights. ...more
Does increased appraisal risk have an effect on manager behavior? Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more
In Manichaean Capital, LLC, et al. v. SourceHOV Holdings, Inc., C.A. No. 2017-0673-JRS (Del. Ch. January 30, 2019), certain minority stockholders of a merging company filed a petition with the Delaware Court of Chancery (the...more
Proxy firm Institutional Shareholder Services (ISS) offers a number of proxy guidelines for specific funds, kinds of funds and separate interest groups....more
Previously, we reported an important ruling of first impression by the Delaware Superior Court that a shareholder appraisal action against Pillsbury’s client Solera Holdings Inc. was a “Securities Claim” under Solera’s...more
Pillsbury secured an important victory for its client, Solera Holdings Inc., when Delaware Superior Court Judge Abigail LeGrow held—in a matter of first impression anywhere in the country—that a shareholder appraisal action...more
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
The Delaware Court of Chancery recently delivered the latest in a line of decisions refining the application of statutory stockholder appraisal rights in M&A transactions. In City of North Miami Beach General Employees’...more
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
On February 15, 2018, in the statutory appraisal proceeding of Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Court of Chancery decided that the “most persuasive evidence” of Aruba Networks’ fair...more
I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more
This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more
Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome. For example,...more
Mannix v. Plasmanet, Inc., C.A. No. 10502-CB (July 21, 2015) - This decision permits non-appearing dissenters to settle their appraisal claims over the objection of the appraisal petitioner....more
As discussed in our March 2014 and April 2015 newsletters, in the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law. That trend has continued with...more
To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited),...more
On August 1, 2013, new Section 251(h) of the Delaware General Corporation Law (the DGCL) becomes effective, which will allow consummation of second-step mergers without stockholder approval following a tender or exchange...more