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Superior Court CCLD Dismisses Complaint Seeking Insurance Coverage for Appraisal Proceeding

Jarden, LLC v. ACE Am. Ins. Co., C.A. No. N20C-03-112 AML CCLD (Del. Super. July 30, 2021) - Director and corporate liability insurance coverage is determined by the specific language of the insurance policies. Last year,...more

Chancery Court Confirms a Stockholder May Contractually Waive Appraisal Rights

Manti Holdings, LLC v. Authentix Acquisition Co., Inc., C.A. No. 2017-0887 SG (Del. Ch. Aug 14, 2019). In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., the Court of Chancery held that a contract provision...more

Chancery Again Defers to Deal Price in Appraisal

In re Appraisal of Columbia Pipeline Group, Inc., Cons. C.A. Nos. 12736-VCL (Del. Ch. Aug. 12, 2019). In Columbia Pipeline Group, the Court of Chancery applied the appraisal precepts established by the recent appellate...more

Chancery Rejects Merger Price as Indicator of Fair Value in Appraisal Based on Flaws in Sales Process

The Virginia General Assembly recently enacted legislation to expand access to virtual-only meetings of corporations. Effective July 1, 2018, Virginia nonstock corporations have the option to hold their meetings of members...more

Delaware Corporate and Commercial Case Law Year In Review – 2017

This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either changed the law in a...more

Court Relies on DCF Valuation to Appraise Private Company

In an appraisal proceeding under Section 262 of the Delaware General Corporation Law, the Delaware Court of Chancery determines the "fair value" of a company's "shares exclusive of any element arising from the accomplishment...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

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